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This excerpt taken from the XNPT DEF 14A filed Apr 9, 2009. OTHER MATTERS The board of directors knows of no other matters that will be presented for consideration at the annual meeting. If any other matters are properly brought before the meeting, it is the intention of the persons named in the accompanying proxy to vote on such matters in accordance with their best judgment. By Order of the Board of Directors
Gianna M. Bosko Secretary April 9, 2009 This excerpt taken from the XNPT 8-K filed Aug 6, 2008. Other Matters XenoPort also announced today that in connection with its hiring of David A. Stamler, M.D., on July 14, 2008 as its Senior Vice President, Chief Medical Officer, Dr. Stamler was granted incentive stock options to purchase 10,112 shares of the company’s common stock under the terms of the company’s 2005 Equity Incentive Plan, a new employee inducement stock award consisting of nonqualified stock options to purchase 139,888 shares of the company’s common stock and a new employee inducement stock award consisting of restricted stock units for 10,000 shares of the company’s common stock. The stock options have a per share exercise price of $39.55, the closing trading price of common stock on the Nasdaq Global Market on July 14, 2008. The stock options have a ten-year term and vest over four years, with 25% cliff vesting on the first anniversary of the July 14, 2008 grant date and 1/48th of the shares subject to the options vesting monthly thereafter. The restricted stock units shall vest in four equal annual installments on each anniversary of the August 1, 2008 grant date. The inducement stock awards were granted outside of the company’s 2005 Equity Incentive Plan and approved by the independent members of the company’s board of directors in accordance with Nasdaq Marketplace Rule 4350(i)(1)(A)(iv). This excerpt taken from the XNPT DEF 14A filed Apr 8, 2008. OTHER
MATTERS
The board of directors knows of no other matters that will be
presented for consideration at the annual meeting. If any other
matters are properly brought before the meeting, it is the
intention of the persons named in the accompanying proxy to vote
on such matters in accordance with their best judgment.
By Order of the Board of Directors
Gianna M. Bosko
Secretary
April 8, 2008
A copy of our Annual Report to the Securities and Exchange
Commission on
Form 10-K
for the fiscal year ended December 31, 2007 is available
without charge upon written request to: XenoPort, Inc.,
Secretary, 3410 Central Expressway, Santa Clara, California
95051.
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This excerpt taken from the XNPT DEF 14A filed Apr 27, 2007. OTHER
MATTERS
The board of directors knows of no other matters that will be
presented for consideration at the annual meeting. If any other
matters are properly brought before the meeting, it is the
intention of the persons named in the accompanying proxy to vote
on such matters in accordance with their best judgment.
By Order of the Board of Directors
William J. Rieflin
President and Secretary
April 27, 2007
A copy of our Annual Report to the Securities and Exchange
Commission on
Form 10-K
for the fiscal year ended December 31, 2006 is available
without charge upon written request to: XenoPort, Inc.,
Secretary, 3410 Central Expressway, Santa Clara, California
95051.
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Form of Proxy Card
XENOPORT, INC.
PROXY SOLICITED BY THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 30, 2007 The undersigned hereby appoints Ronald W. Barrett, Gianna M. Bosko and William J. Rieflin, and
each of them, as attorneys and proxies of the undersigned, with full power of substitution, to vote
all of the shares of stock of XenoPort, Inc. that the undersigned may be entitled to vote at the
Annual Meeting of Stockholders of XenoPort, Inc. to be held at the company’s offices located at
3410 Central Expressway, Santa Clara, California 95051 on Wednesday, May 30, 2007, at 9:00 a.m.,
local time, and at any and all postponements, continuations and adjournments thereof, with all
powers that the undersigned would possess if personally present, upon and in respect of the
following matters and in accordance with the following instructions, with discretionary authority
as to any and all other matters that may properly come before the meeting.
Unless a contrary direction is indicated, this Proxy will be voted for all nominees listed
in Proposal 1 and for Proposal 2 as more specifically described in the Proxy Statement. If
specific instructions are indicated, this Proxy will be voted in accordance therewith.
do not return your proxy card if you are voting by telephone or internet.
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The Board of Directors recommends a vote “for” the nominees for director listed below.
Nominees: Paul L. Berns; John G. Freund, M.D.; and Kenneth J. Nussbacher
To withhold authority to vote for any nominee(s) write such nominee(s)’ name(s) below:
(Continued and to be signed on other side)
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(Continued from other side)
The Board of Directors recommends a vote “for” Proposal 2.
Please vote, date and promptly return this proxy in the enclosed return envelope, which is postage
prepaid if mailed in the United States.
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