PROXY FORM: 2017 GRAY LINE MARKETING CONFERENCE AND ANNUAL GENERAL MEETING
PROXY INFORMATION AND PROCEDURE
This Electronic Proxy Form is for your use in the event you are unable to attend the 2015 Annual General Meeting and Global Marketing Conference in Miami, Florida on Wednesday, September 27, 2016.
Section 20.3 of the Bylaws provides that:
"A Licensee may exercise its vote(s) for each License its holds at an annual or special meeting by proxy, provided: (a) the proxy is in the form prescribed by the Board of Directors, a copy of which shall be furnished by the Corporation to each Licensee; and (b) the proxy has been duly executed by the Licensee and attested or witnessed as called for by the proxy form Proxies of Licensees that are entities shall be executed by a duly authorized representative of the entity.” An individual holding a License must be present to vote in person, or must appoint a representative by proxy to cast the vote of such individual. Similarly, a corporation, limited liability company or partnership can act only through an officer, member or partner or by appointing a representative by proxy to cast the vote of such entity.
Therefore, if you (as Licensee, partner, member or corporate officer) WILL NOT BE ATTENDING THE ANNUAL MEETING, but wish to send or appoint a proxy, you must complete the attached Proxy form authorizing either (1) your employee/representative, (2) another Gray Line Licensee, or (3) the President of the Corporation (Brad Weber) who will be present to vote on your behalf. One Proxy form should be completed for each separate Gray Line License held, and your signature must be witnessed.
Absent specific instructions, proxies are authorized to vote in their discretion upon such business as may properly come before the meeting. The second person named will be delegated the proxy vote in the event the first individual is not present. Remember that only the duly authorized representative named on your Proxy form may vote on your behalf.
It is important that your vote be represented at the meeting. If you cannot attend the 2017 Annual Meeting, please complete the Electronic Proxy Form and submit it prior to the close of business on Friday, September 22, 2017. You will receive a confirmation email along with a copy of your submission. You may want to send a copy of this Proxy confirmation to the individual(s) named on your Proxy form with any voting instructions you may have. For purposes of the vote on the proposed Bylaw Amendments, if you you do not wish to vote on all amendments as a bloc, do not enter a vote in the section for the Bylaw Amendments on the Proxy Form. Rather, instruct your proxy holder on your voting instructions for each specific Article. If your situation changes and you attend the meeting, your proxy can be cancelled and you may vote in person.
President and CEO