Proxy Statement - Contested Solicitations (preliminary) (prec14a)
30 November 2017 - 9:13AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant
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Filed by a Party other than the Registrant
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Check the appropriate box:
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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))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a-12
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COMMAND CENTER, INC.
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(Name of Registrant as Specified In Its Charter)
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EPHRAIM FIELDS
KEITH ROSENBLOOM
LAWRENCE F. HAGENBUCH
RANDALL BORT
SEAN GELSTON
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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-with copies to-
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Phillip M. Goldberg
Foley & Lardner LLP
321 North Clark Street
Suite 2800
Chicago, IL 60654-5313
(312) 832-4549
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Peter D. Fetzer
Foley & Larder LLP
777 East Wisconsin Avenue
Suite 3800
Milwaukee, WI 53202-5306
(414) 297-5596
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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):
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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.
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(1)
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Amount Previously Paid:
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Form, Schedule or Registration Statement No.:
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(4)
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Date Filed:
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PRELIMINARY PROXY MATERIALS, SUBJECT TO COMPLETION, DATED
NOVEMBER 29, 2017
COMMAND CENTER, INC.
ANNUAL MEETING OF SHAREHOLDERS
PROXY STATEMENT OF
EPHRAIM FIELDS
IN OPPOSITION TO
THE BOARD OF DIRECTORS OF COMMAND CENTER, INC.
WHY YOU WERE SENT THIS PROXY STATEMENT
Ephraim Fields is seeking your support to elect Messrs. Keith Rosenbloom, Lawrence F. Hagenbuch, Randall Bort and Sean Gelston to the board of directors (the “
Board
”) of Command Center, Inc. (“
Command Center
” or the “
Company
”), in opposition to the candidates nominated by the incumbent Board of Command Center. This proxy statement and form of proxy are first being mailed to shareholders on or about December [•], 2017. Mr. Fields, Mr. Rosenbloom, Mr. Hagenbuch, Mr. Bort and Mr. Gelston are participants in this solicitation. The terms “we”, “us” and “our” refer to the participants.
THE PROBLEM AND THE SOLUTION
We are seeking your support to replace a majority of Command Center’s Board.
OUR CONCERNS WITH THE CURRENT BOARD OF DIRECTORS
We Are Concerned with the Company’s Prolonged Stock Price Underperformance
The Company’s stock price has significantly underperformed several benchmarks including the Russell 2000 Index. This poor performance is especially surprising considering the significant improvement in the US labor market in recent years. On March 2, 2017, in an effort to motivate the Board to take steps we believed would create long-term shareholder value, we submitted a slate of Board directors to be nominated at the Company’s next shareholder meeting. The below table compares the returns of the Company’s stock price versus the Russell 2000 Index starting March 1, 2017 (the day before we submitted our slate) going back one, two and three years.
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Price Performance (1)
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1 year
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2 years
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3 years
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Command Center
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(4.9)%
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(37.1)%
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(4.9)%
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Russell 2000 Index
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35.8 %
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17.1 %
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24.6 %
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Over/(underperformance)
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(40.7)%
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(54.2)%
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(29.5)%
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(1) Source: Factset.
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Appendix A
Mr. Fields owns shares of Common Stock as reflected below. Messrs. Hagenbuch, Rosenbloom, Bort and Gelston do not own shares of Common Stock, beneficially (directly or indirectly) or of record and to their knowledge, none of their affiliates or associates own any shares of Common Stock beneficially (directly or indirectly).
Name of Participant
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Ownership
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Percent of Class
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Amount
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Ephraim Fields
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Of Record
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*
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500
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Ephraim Fields
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Beneficially
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4.5%
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2,701,011
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* Less than one percent.
All or part of the shares of Common Stock owned by Mr. Fields may from time to time be pledged with one or more banking institutions or brokerage firms as collateral for loans made by such entities to Mr. Fields. Such loans, if any, generally bear interest at a rate based upon the federal funds rate plus a margin. Such indebtedness, if any, may be refinanced with other banks or broker-dealers. As of the date of this filing, Mr. Fields does not have any loans secured by shares of Common Stock.
No Participant is required to file reports under Section 16 of the Exchange Act, with respect to the Common Stock.
With regard to all shares of Common Stock purchased or sold within the past two years, set forth below are the dates on which they were purchased or sold and the amount purchased or sold on each such date. Other than Mr. Fields, none of the other Participants has had any transactions in shares
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Shares
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Date
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Bought/(Sold)
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Price Per Share
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11/28/2017
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70,600
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$ 0.49
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11/20/2017
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-59,908
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$ 0.50
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11/15/2017
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6,000
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$ 0.46
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11/14/2017
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27,800
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$ 0.43
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11/14/2017
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15,100
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$ 0.43
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11/13/2017
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4,400
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$ 0.46
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11/13/2017
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-25,000
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$ 0.50
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11/10/2017
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-10,000
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$ 0.43
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11/10/2017
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39,500
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$ 0.45
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11/3/2017
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14,500
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$ 0.45
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10/26/2017
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100,000
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$ 0.45
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10/24/2017
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-3,000
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$ 0.44
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10/23/2017
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-80,000
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$ 0.44
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10/23/2017
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-65,476
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$ 0.44
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10/11/2017
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57,000
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$ 0.44
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10/4/2017
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91,500
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$ 0.43
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10/2/2017
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-23,900
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$ 0.44
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Shares
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Date
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Bought/(Sold)
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Price Per Share
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9/27/2017
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30,310
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$ 0.42
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9/27/2017
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32,500
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$ 0.45
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9/26/2017
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15,000
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$ 0.41
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9/25/2017
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10,000
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$ 0.41
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9/22/2017
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20,000
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$ 0.40
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9/22/2017
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40,000
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$ 0.40
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9/12/2017
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95,372
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$ 0.37
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8/22/2017
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20,000
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$ 0.35
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8/22/2017
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10,000
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$ 0.35
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8/21/2017
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15,000
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$ 0.35
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8/18/2017
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3,000
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$ 0.35
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8/18/2017
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12,700
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$ 0.35
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8/16/2017
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11,000
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$ 0.34
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8/16/2017
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25,000
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$ 0.34
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8/15/2017
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30,000
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$ 0.36
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8/15/2017
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-39,820
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$ 0.34
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8/15/2017
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-17,705
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$ 0.35
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8/15/2017
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-12,000
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$ 0.36
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5/30/2017
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-5,000
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$ 0.35
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5/17/2017
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-48,403
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$ 0.36
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5/15/2017
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-8,500
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$ 0.37
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5/15/2017
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-18,100
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$ 0.35
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5/15/2017
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-1,500
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$ 0.36
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5/4/2017
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-10,600
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$ 0.34
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4/27/2017
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-16,043
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$ 0.35
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4/25/2017
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-51,000
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$ 0.35
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4/20/2017
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-2,500
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$ 0.35
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4/20/2017
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-22,500
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$ 0.35
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4/19/2017
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-15,000
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$ 0.37
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4/19/2017
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48,012
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$ 0.36
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4/11/2017
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10,600
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$ 0.33
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4/4/2017
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17,000
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$ 0.34
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4/4/2017
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14,950
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$ 0.32
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4/3/2017
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14,950
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$ 0.32
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4/3/2017
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17,000
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$ 0.34
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4/3/2017
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25,000
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$ 0.33
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4/3/2017
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25,000
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$ 0.33
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4/3/2017
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23,500
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$ 0.35
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3/31/2017
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34,600
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$ 0.35
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Shares
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Date
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Bought/(Sold)
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Price Per Share
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3/31/2017
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20,000
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$ 0.35
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3/31/2017
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35,000
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$ 0.35
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3/31/2017
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20,000
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$ 0.35
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3/31/2017
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20,000
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$ 0.35
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3/31/2017
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25,000
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$ 0.35
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3/31/2017
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19,900
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$ 0.35
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3/31/2017
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100
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$ 0.35
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3/31/2017
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20,000
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$ 0.35
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3/27/2017
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11,600
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$ 0.38
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3/2/2017
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1,507
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$ 0.38
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2/27/2017
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20,000
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$ 0.40
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2/27/2017
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9,000
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$ 0.40
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2/27/2017
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9,000
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$ 0.40
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2/27/2017
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20,000
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$ 0.40
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2/13/2017
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15,000
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$ 0.38
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2/13/2017
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15,000
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$ 0.38
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2/6/2017
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30,000
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$ 0.40
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1/27/2017
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-80,000
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$ 0.41
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1/27/2017
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-24,300
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$ 0.41
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1/27/2017
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-20,843
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$ 0.41
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1/27/2017
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-11,000
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$ 0.41
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1/27/2017
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-4,000
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$ 0.42
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1/18/2017
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-25,000
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$ 0.41
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1/18/2017
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-24,650
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$ 0.41
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1/18/2017
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-1,002
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$ 0.39
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1/18/2017
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-7,500
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$ 0.41
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1/3/2017
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-100
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$ 0.38
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12/12/2016
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-14,269
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$ 0.36
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12/12/2016
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-20,000
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$ 0.37
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12/9/2016
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-350
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$ 0.40
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12/6/2016
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-28,391
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$ 0.38
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12/6/2016
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-2,509
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$ 0.38
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12/2/2016
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-46,000
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$ 0.39
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12/1/2016
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-20,000
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$ 0.39
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12/1/2016
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-30,000
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$ 0.39
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12/1/2016
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-30,000
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$ 0.38
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12/1/2016
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-28,525
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$ 0.38
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11/28/2016
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25,000
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$ 0.36
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Shares
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Date
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Bought/(Sold)
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Price Per Share
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11/28/2016
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25,000
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$ 0.36
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11/28/2016
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15,000
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$ 0.36
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11/28/2016
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15,000
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$ 0.36
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10/13/2016
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28,525
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$ 0.36
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10/13/2016
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30,000
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$ 0.36
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10/13/2016
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20,000
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$ 0.36
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9/30/2016
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-12,400
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$ 0.38
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9/29/2016
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-48,850
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$ 0.38
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9/28/2016
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-4,600
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$ 0.39
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9/8/2016
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3,000
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$ 0.38
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9/8/2016
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1,500
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$ 0.38
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9/8/2016
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7,000
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$ 0.38
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9/8/2016
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23,000
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$ 0.38
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9/6/2016
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15,000
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$ 0.39
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9/1/2016
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-3,300
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$ 0.40
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9/1/2016
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-18,300
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$ 0.40
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8/29/2016
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-46,242
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$ 0.44
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7/19/2016
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-20,000
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$ 0.39
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7/13/2016
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-30,000
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$ 0.43
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7/11/2016
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-2,259
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$ 0.43
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7/8/2016
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-17,500
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$ 0.41
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7/8/2016
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-29,979
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$ 0.41
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7/8/2016
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-500
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$ 0.40
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7/8/2016
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-2,000
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$ 0.39
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7/8/2016
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-14,500
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$ 0.40
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7/8/2016
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-50
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$ 0.41
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7/8/2016
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-9,812
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$ 0.41
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7/8/2016
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-2,500
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|
$ 0.41
|
7/8/2016
|
|
-17,500
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|
$ 0.41
|
7/8/2016
|
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-10,000
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|
$ 0.41
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7/6/2016
|
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-7,500
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|
$ 0.39
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7/6/2016
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-3000
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|
$ 0.37
|
7/6/2016
|
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-2,500
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|
$ 0.39
|
7/6/2016
|
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-6,900
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|
$ 0.40
|
7/6/2016
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-22,200
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|
$ 0.41
|
7/5/2016
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-2,500
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|
$ 0.42
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7/5/2016
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-2,500
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|
$ 0.40
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7/5/2016
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-2,500
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$ 0.40
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Shares
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Date
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Bought/(Sold)
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Price Per Share
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7/5/2016
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-17,500
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$ 0.41
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7/5/2016
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-15,000
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$ 0.41
|
7/5/2016
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-2,500
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$ 0.41
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7/5/2016
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-11,300
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$ 0.36
|
7/5/2016
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-31,200
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|
$ 0.42
|
7/5/2016
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-5,000
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|
$ 0.42
|
7/5/2016
|
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-20,000
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|
$ 0.41
|
7/1/2016
|
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-29,500
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|
$ 0.40
|
6/30/2016
|
|
-500
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|
$ 0.40
|
6/29/2016
|
|
-388
|
|
$ 0.40
|
6/28/2016
|
|
-30,000
|
|
$ 0.40
|
6/27/2016
|
|
-21,700
|
|
$ 0.40
|
6/23/2016
|
|
-2,500
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|
$ 0.40
|
6/7/2016
|
|
-25,000
|
|
$ 0.43
|
6/7/2016
|
|
-21,987
|
|
$ 0.42
|
6/6/2016
|
|
-2,712
|
|
$ 0.42
|
5/26/2016
|
|
-14,401
|
|
$ 0.40
|
5/26/2016
|
|
-7,000
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|
$ 0.39
|
5/26/2016
|
|
-8,000
|
|
$ 0.36
|
5/17/2016
|
|
-1,000
|
|
$ 0.41
|
5/17/2016
|
|
-13,900
|
|
$ 0.41
|
5/12/2016
|
|
-9,500
|
|
$ 0.41
|
5/12/2016
|
|
-500
|
|
$ 0.41
|
5/12/2016
|
|
-20,000
|
|
$ 0.41
|
5/10/2016
|
|
20,000
|
|
$ 0.40
|
5/10/2016
|
|
-2,500
|
|
$ 0.42
|
5/9/2016
|
|
12,418
|
|
$ 0.45
|
5/9/2016
|
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6,500
|
|
$ 0.46
|
5/9/2016
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15,000
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|
$ 0.45
|
5/9/2016
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14,000
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|
$ 0.45
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4/11/2016
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200,000
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|
$ 0.36
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4/11/2016
|
|
94,500
|
|
$ 0.36
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4/11/2016
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|
500
|
|
$ 0.36
|
4/11/2016
|
|
30,000
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|
$ 0.36
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4/11/2016
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30,000
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|
$ 0.36
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4/11/2016
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30,000
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$ 0.36
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4/7/2016
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40,000
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|
$ 0.36
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4/7/2016
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40,000
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$ 0.35
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|
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Shares
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Date
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Bought/(Sold)
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Price Per Share
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4/6/2016
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300
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$ 0.35
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4/6/2016
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25,000
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$ 0.36
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4/6/2016
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5,000
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$ 0.35
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4/5/2016
|
|
4,000
|
|
$ 0.36
|
4/5/2016
|
|
40,000
|
|
$ 0.36
|
4/4/2016
|
|
40,000
|
|
$ 0.36
|
4/4/2016
|
|
2,500
|
|
$ 0.37
|
3/30/2016
|
|
11,500
|
|
$ 0.36
|
3/28/2016
|
|
20,000
|
|
$ 0.39
|
3/28/2016
|
|
15,000
|
|
$ 0.39
|
3/14/2016
|
|
16,000
|
|
$ 0.40
|
3/8/2016
|
|
200
|
|
$ 0.40
|
3/7/2016
|
|
362
|
|
$ 0.40
|
3/3/2016
|
|
40,000
|
|
$ 0.40
|
2/26/2016
|
|
70,000
|
|
$ 0.41
|
2/26/2016
|
|
10,000
|
|
$ 0.41
|
2/26/2016
|
|
100,000
|
|
$ 0.41
|
2/4/2016
|
|
1,000
|
|
$ 0.44
|
2/4/2016
|
|
10,000
|
|
$ 0.45
|
1/29/2016
|
|
7,000
|
|
$ 0.46
|
1/29/2016
|
|
2,700
|
|
$ 0.45
|
12/21/2015
|
|
200
|
|
$ 0.43
|
PRELIMINARY COPY OF PROXY CARD, SUBJECT TO COMPLETION, DATED
NOVEMBER 29, 2017
PROXY
THIS PROXY IS SOLICITED BY EPHRAIM FIELDS IN OPPOSITION TO THE BOARD OF DIRECTORS OF COMMAND CENTER, INC.
THIS SOLICITATION IS NOT BEING MADE BY THE BOARD OF DIRECTORS OF COMMAND CENTER, INC.
2018 ANNUAL MEETING OF SHAREHOLDERS
The undersigned hereby appoints Ephraim Fields and Phillip M. Goldberg, and each of them, attorneys and agents with full power of substitution, as Proxy for the undersigned, to vote all shares of stock of Command Center, Inc. (“
Command Center
” or the “
Company
”) which the undersigned is entitled to vote at the Annual Meeting of shareholders to be held at [•], local time, at [•],[•] on January [•], 2018, or any adjournments or postponements thereof and at any meeting called in lieu thereof (the “
Annual Meeting
”).
This proxy, when properly executed will be voted in the manner directed herein by the undersigned shareholder.
Unless otherwise specified, this proxy will be voted “FOR” the election of Ephraim Fields’ nominees as director; “FOR” the ratification of the appointment of EKS&H LLLP as the Company’s independent registered public accounting firm; “AGAINST” the compensation of the Company’s named executive officers; and “AGAINST” any proposal by the Company to adjourn the Annual Meeting to allow the Company to solicit additional votes. This proxy revokes all prior proxies given by the undersigned.
Mr. Fields recommends that you vote “FOR” the election of Ephraim Fields’ nominees as director; “FOR” the ratification of the appointment of EKS&H LLLP as the Company’s independent registered public accounting firm; “AGAINST” the compensation of the Company’s named executive officers; and “AGAINST” any proposal by the Company to adjourn the Annual Meeting to allow the Company to solicit additional votes.
|
1.
|
ELECTION OF DIRECTORS- To elect Messrs. Keith Rosenbloom, Lawrence F. Hagenbuch, Randall Bort and Sean Gelston:
|
☐
FOR
☐
WITHHOLD
Instruction:
To withhold authority to vote for the election of any nominee(s), write the name(s) of such nominee(s) in the following space (you can withhold authority for any nominee by writing one or more names in the following space below or withholding authority for all by marking an X next to the WITHHOLD ALL box above):
There is no assurance that any of the candidates who have been nominated by the Company will serve as a Director if Mr. Fields’ nominees are elected.
|
2.
|
RATIFICATION OF THE APPOINTMENT OF EKS&H LLLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR COMMAND CENTER FOR THE YEAR ENDING DECEMBER 31, 2017.
|
☐
FOR
☐
AGAINST
☐
ABSTAIN
|
3.
|
APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS.
|
☐
FOR
☐
AGAINST
☐
ABSTAIN
|
4.
|
APPROVAL OF ANY PROPOSAL BY THE COMPANY TO ADJOURN THE ANNUAL MEETING TO ALLOW THE COMPANY TO SOLICIT ADDITIONAL VOTES.
|
☐
FOR
☐
AGAINST
☐
ABSTAIN
IMPORTANT: PLEASE SIGN AND DATE ON THE REVERSE SIDE.
In his discretion, each Proxy is authorized to vote upon such other business that may properly come before the Annual Meeting and any and all adjournments or postponements thereof, as provided in the proxy statement provided herewith.
Dated:
Signature:
Signature (if held jointly):
Title:
Please sign exactly as your name(s) appear on the proxy card(s) previously sent to you. When shares are held by joint tenants, both should sign. When signing as an attorney, executor, administrator, trustee, or guardian, please give full title as such. If a corporation, please sign in full corporation name by the President or other duly authorized officer. If a partnership, please sign in partnership name by authorized person. This proxy card votes all shares held in all capacities.
PLEASE SIGN, DATE, AND MAIL THIS PROXY CARD TODAY
Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be Held on January
[•]
, 2018
. This proxy statement and the accompanying form of WHITE proxy card are available at [__________].
PRELIMINARY VOTE AUTHORIZATION FORM, SUBJECT TO COMPLETION, DATED NOVEMBER 29, 2017
COMMAND CENTER, INC. 401(K) PLAN
VOTE AUTHORIZATION FORM
We understand that the Trustee, is the holder of record and custodian of all shares of Command Center, Inc. (the “Company”) stock allocated to me under the
Command Center, Inc. 401(k) Plan
. Further, we understand that my voting instructions are solicited on behalf of the Company’s Board of Directors for the Annual Meeting of shareholders to be held on January [•], 2018.
Accordingly, please vote my shares as follows.
|
1.
|
ELECTION OF DIRECTORS- To elect Messrs. Keith Rosenbloom, Lawrence F. Hagenbuch, Randall Bort and Sean Gelston:
|
☐
FOR
☐
WITHHOLD
Instruction:
To withhold authority to vote for the election of any nominee(s), write the name(s) of such nominee(s) in the following space (you can withhold authority for any nominee by writing one or more names in the following space below or withholding authority for all by marking an X next to the WITHHOLD ALL box above):
There is no assurance that any of the candidates who have been nominated by the Company will serve as a Director if Mr. Fields’ nominees are elected.
|
2.
|
RATIFICATION OF THE APPOINTMENT OF EKS&H LLLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR COMMAND CENTER FOR THE YEAR ENDING DECEMBER 31, 2017.
|
☐
FOR
☐
AGAINST
☐
ABSTAIN
|
3.
|
APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS.
|
☐
FOR
☐
AGAINST
☐
ABSTAIN
|
4.
|
APPROVAL OF ANY PROPOSAL BY THE COMPANY TO ADJOURN THE ANNUAL MEETING TO ALLOW THE COMPANY TO SOLICIT ADDITIONAL VOTES.
|
☐
FOR
☐
AGAINST
☐
ABSTAIN
The Trustee is hereby authorized to vote any shares allocated to me as indicated above.
Dated:
Signature:
Signature (if held jointly):
Title:
Command Center (NASDAQ:CCNI)
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