record by these people or institutions, in which case we will reimburse these brokerage firms,
custodians, nominees and fiduciaries for reasonable out-of-pocket expenses incurred by them in
connection with these forwarding activities. We may retain BNY Mellon Shareowner Services, LLC to
assist in the solicitation of proxies for an estimated fee of $10,000 plus reimbursement of
Are there appraisal rights?
Stockholders have no dissenters rights of appraisal with respect to any of the matters to be
voted upon at the Annual Meeting.
ITEM NO. 1
NOMINEES FOR THE BOARD OF DIRECTORS
The Board of Directors is divided into three classes. Each class serves three years, with the
terms of office of the respective classes expiring in successive years. The term of the current
Class I directors expires at the 2009 Annual Meeting; the term of the current Class II director
expires at the 2010 Annual Meeting; and the term of the current Class III directors expires at the
2008 Annual Meeting. The Board presently consists of five members, two Class I directors, one Class
II director and two Class III directors. The nominees to serve as Class III directors who have
been nominated and recommended by the Board of Directors are Mark C. Layton and Timothy M. Murray.
If elected, Messrs. Layton and Murray are expected to serve until the Companys 2011 annual meeting
and until their respective successors are elected and qualified. The shares represented by proxies
in the accompanying form will be voted for the election of the nominees unless authority to so vote
is withheld. The Board of Directors has no reason to believe that such nominees will not serve if
elected, but if any one or more of them should become unavailable to serve as a director, and if
the Board designates a substitute nominee or nominees, the person named as proxies will vote for
the substitute nominee(s) designated by the Board.
The following information, which has been provided by the individuals named, sets forth for
each member of the Board of Directors, such persons name, age, principal occupation or employment
during at least the past five years, the name of the corporation or other organization, if any, in
which such occupation or employment is carried on and the period during which such person has
served as a director of the Company.
Class I Directors
David I. Beatson, age 60, has served as a non-employee Director since November 2000. Mr.
Beatson is Chief Executive Officer of Globalware Solutions (GWS), a global supply chain
management solution provider with facilities in North America, Asia and Europe. GWS provides
comprehensive state-of-the-art physical and digital supply chain solutions that enable clients to
increase return on investment and improve time-to-market. Mr. Beatson is a recognized leader in the
field of transportation, logistics and supply chain management having served as Chairman and CEO of
several leading companies in the industry. From July 2003 to April 2005, Mr. Beatson served as
Regional CEO North America and Member of the Executive Board of Panalpina, Inc., a leading provider
of intercontinental airfreight and sea freight forwarding and transportation, specializing in
global integrated logistics and comprehensive supply chain management solutions. From June 2000 to
July 2001, Mr. Beatson served as president, CEO and Chairman of Supply Links, Inc., an
Internet-based business-to-business global supply chain network that links customers to multiple
transportation modes and service providers through a single platform. From July 1998 to June 2000,
Mr. Beatson served as chairman, president and CEO of Circle International Group, Inc., a global
transportation and logistics company. From 1991 to June 1994, Mr. Beatson served as vice-president
of sales and marketing and then from June 1994 until July 1998 as president and CEO of Emery
Worldwide, a global transportation and logistics company. Prior to 1991, Mr. Beatson held several
management positions in the logistics and transportation industry, including American Airlines and
CF Airfreight. Mr. Beatson also currently serves as an industry representative member of the
Executive Advisory Committee to the National Industrial Transportation League, to which the Air
Freight Association elected him in 1995. He also serves on several industry boards including the
Council of Supply Chain Management Professionals.
James F. Reilly, age 49, has served as a non-employee Director of the Company since its
inception in 1999. Mr. Reilly has been an investment banker since 1983 and is currently a Senior
Advisor to Needham & Company, LLC, a nationally recognized investment banking and asset management
firm focused primarily on serving emerging growth industries and their investors. He has been with
Needham & Company, LLC, since January 2004 serving in various