o
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Preliminary Proxy Statement | |
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | |
o
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Definitive Proxy Statement | |
þ
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Definitive Additional Materials | |
o
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Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12 |
þ | No fee required. | |
o | Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. |
(1) | Title of each class of securities to which transaction applies: |
(2) | Aggregate number of securities to which transaction applies: |
(3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): |
(4) | Proposed maximum aggregate value of transaction: |
(5) | Total fee paid: |
o | Fee paid previously with preliminary materials. | |
o | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
(1) | Amount previously paid: |
(2) | Form, Schedule or Registration Statement No.: |
(3) | Filing party: |
(4) | Date filed: |
Sincerely, |
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/s/ V. Gordon Clemons | ||||
V. Gordon Clemons, | ||||
Chairman of the Board | ||||
CorVel
Corporation Corporate Headquarters www.corvel.com |
2010 Main Street Suite 600 Irvine, CA 92614 |
949.851.1473 phone 949.851.1469 fax 888.7.CorVel |
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IMPORTANT ANNUAL MEETING INFORMATION | ||||||||||
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Using a black
ink pen, mark your votes with an X as shown in
this example. Please do not write outside the designated areas. |
x |
Annual Meeting Proxy Card | |||
A Proposals The Board recommends a vote FOR all nominees, FOR Proposal 2, 3, 4, 5, 7 and 8 and every 3 YEARS for Proposal 6. |
1. | To elect the six directors named in the attached proxy statement, each to serve until the 2012 annual meeting of stockholders or until his or her successor has been | |||||||||||||||||
duly elected and qualified: | For | Withhold | For | Withhold | For | Withhold | + | |||||||||||
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01 - V. Gordon Clemons
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o | o | 02 - Steven J. Hamerslag | o | o | 03 - Alan R. Hoops | o | o | ||||||||||
04 - R. Judd Jessup
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o | o | 05 - Jean H. Macino | o | o | 06 - Jeffrey J. Michael | o | o | ||||||||||
For | Against | Abstain | For | Against | Abstain | |||||||||||||
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2. |
To approve an amendment to our Certificate of Incorporation to increase the maximum number of shares of our common stock (the Common Stock) authorized for issuance from 60,000,000 to 120,000,000 shares. | o | o | o |
5. |
To approve on an advisory basis the compensation of our named executive officers. | o | o | o | |||||||||
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3. |
To approve an amendment to our Restated Omnibus Incentive Plan (Formerly The Restated 1988 Executive Stock Option Plan) to permit discretionary grants of stock options and other equity based awards from time to time to members of our Compensation Committee and to effect various other improvements thereunder. | o | o | o |
6. |
To approve on an advisory basis the frequency of conducting future stockholder advisory votes on named executive officer compensation. | 1 Yr o |
2 Yrs o |
3 Yrs o |
Abstain o |
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For |
Against | Abstain | ||||||||||||||||
7. |
To ratify the appointment of Haskell & White LLP as our independent auditors for the fiscal year ending March 31, 2012. | o | o | o | ||||||||||||||
4. |
To reapprove the performance goals under our Restated Omnibus Incentive Plan (Formerly The Restated 1988 Executive Stock Option Plan) to preserve our ability to deduct compensation that qualifies as performance-based compensation under Section 162(m) of the Internal Revenue Code of 1986, as amended. | o | o | o |
8. |
To transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof. | o | o | o | |||||||||
B |
Authorized Signatures This section must be completed for your vote to be counted. Date and Sign Below |
Date (mm/dd/yyyy) Please
print date below. |
Signature 1 Please keep signature within the box. | Signature 2 Please keep signature within the box. | ||
/ / |
n | 1 U P X 1 1 7 2 2 4 2 | + |
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