GMCR » Topics » S OLICITATION AND R EVOCATION OF P ROXIES

This excerpt taken from the GMCR DEF 14A filed Jan 28, 2008.

SOLICITATION AND REVOCATION OF PROXIES

If the enclosed form of proxy is properly signed and returned, the shares represented thereby will be voted at the Annual Meeting in accordance with the instructions specified thereon. If the proxy does not specify how the shares represented thereby are to be voted, the proxy will be voted FOR the election of the three director nominees proposed by the Board as described herein under “Item 1—Election of Directors”, FOR the proposal to

 

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amend the Company’s 2006 Incentive Plan to increase the number of shares of common stock available for issuance by 700,000 shares as described herein under “Item 2—Proposal to Amend the Company’s 2006 Incentive Plan”, and FOR the adoption of the Senior Executive Officer Short Term Incentive Plan as described herein under “Item 3—Proposal to Adopt the Senior Executive Officer Short Term Incentive Plan”. In addition, shares represented by your proxy will be voted in the named proxies’ discretion on any matter that may properly come before the Annual Meeting. Your proxy will only be used at the Annual Meeting and any adjournments.

Once you execute and return your proxy to the Board, you may revoke or change it at any time before it is voted at the Annual Meeting by: (i) delivering a written notice of revocation to the Secretary of the Company at 33 Coffee Lane, Waterbury, Vermont 05676; (ii) delivering another signed proxy to the Secretary; or (iii) attending the Annual Meeting and voting in person.

The Company will bear the entire cost of soliciting the proxies. In addition to solicitation by mail, the directors, officers and other employees of the Company may solicit proxies in person, by telephone or by other means without additional compensation. The Company does not presently intend to retain professional proxy solicitation assistance or to solicit proxies otherwise than as described.

 

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This excerpt taken from the GMCR DEF 14A filed Jan 25, 2007.

SOLICITATION AND REVOCATION OF PROXIES

If the enclosed form of proxy is properly signed and returned, the shares represented thereby will be voted at the Annual Meeting in accordance with the instructions specified thereon. If the proxy does not specify how the shares represented thereby are to be voted, the proxy will be voted FOR the proposal to amend the Certificate of Incorporation of the Company to increase the number of shares of common stock which the Company has the authority to issue from 20,000,000 shares to 60,000,000 as described herein under “Item 1 — Proposal to Amend the Company’s Certificate of Incorporation to Increase the Authorized Shares of Company Common Stock “ and FOR the election of the two director nominees proposed by the Board as described herein under “Item 2 — Election of Directors.” In addition, shares represented by your proxy will be voted in the named proxies’ discretion on any matter that may properly come before the Annual Meeting. Your proxy will only be used at the Annual Meeting and any adjournments.

Once you execute and return your proxy to the Board, you may revoke or change it at any time before it is voted at the Annual Meeting by: (i) delivering a written notice of revocation to the Secretary of the Company at 33 Coffee Lane, Waterbury, Vermont 05676; (ii) delivering another signed proxy to the Secretary; or (iii) attending the Annual Meeting and voting in person.

The Company will bear the entire cost of soliciting the proxies. In addition to solicitation by mail, the directors, officers and other employees of the Company may solicit proxies in person, by telephone or by other means without additional compensation. The Company does not presently intend to retain professional proxy solicitation assistance or to solicit proxies otherwise than as described.

 

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