MESA LABORATORIES, INC.
12100 WEST SIXTH AVENUE
LAKEWOOD, COLORADO 80228
TELEPHONE: (303) 987-8000
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD THURSDAY, NOVEMBER 14, 2002
TO THE SHAREHOLDERS:
PLEASE TAKE NOTICE THAT THE ANNUAL MEETING OF SHAREHOLDERS OF MESA
LABORATORIES, INC. (THE "COMPANY") WILL BE HELD AT THE COMPANY'S OFFICES AT
12100 WEST SIXTH AVENUE, LAKEWOOD, COLORADO 80228, ON THURSDAY, NOVEMBER 14,
2002 AT 9:30 AM.
1. TO ELECT FOUR DIRECTORS TO HOLD OFFICE FOR THE TERM SPECIFIED IN THE
PROXY STATEMENT OR UNTIL THEIR SUCCESSORS ARE ELECTED AND QUALIFIED;
AND
2. TO TRANSACT SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE
MEETING OR ANY ADJOURNMENT OR ADJOURNMENTS THEREOF.
THE BOARD OF DIRECTORS HAS FIXED THE CLOSE OF BUSINESS ON SEPTEMBER 23,
2002, AS THE RECORD DATE FOR THE DETERMINATION OF SHAREHOLDERS ENTITLED TO
NOTICE OF AND TO VOTE AT THE MEETING AND AT ANY ADJOURNMENT OR ADJOURNMENTS
THEREOF.
A PROXY STATEMENT WHICH DESCRIBES THE FOREGOING PROPOSAL AND A FORM OF
PROXY ACCOMPANY THIS NOTICE.
BY ORDER OF THE BOARD OF DIRECTORS
DATED: SEPTEMBER 27, 2002 STEVEN W. PETERSON
SECRETARY
IMPORTANT
Whether or not you expect to attend the Meeting, you are urged to execute the
accompanying proxy and return it promptly in the enclosed reply envelope which
requires no postage. Any shareholder granting a proxy may revoke the same at any
time prior to its exercise. Also, whether or not you grant a proxy, you may vote
in person if you attend the Meeting.
MESA LABORATORIES, INC.
12100 WEST SIXTH AVENUE
LAKEWOOD, COLORADO 80228
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD THURSDAY, NOVEMBER 14, 2002
SOLICITATION OF PROXY
The accompanying proxy is solicited on behalf of the Board of Directors of
Mesa Laboratories, Inc. (the "Company") for use at the Annual Meeting of
Shareholders of the Company to be held on Thursday, November 14, 2002, and at
any adjournment or adjournments thereof. In addition to the use of the mails,
proxies may be solicited by personal interview, telephone or telegraph by
officers, directors and other employees of the Company, who will not receive
additional compensation for such services. The Company may also request
brokerage houses, nominees, custodians and fiduciaries to forward the soliciting
material to the beneficial owners of stock held of record and will reimburse
such persons for forwarding such material at the rates suggested by the New York
Stock Exchange. The Company will bear the cost of this solicitation of proxies.
Such costs are expected to be nominal. Proxy solicitation will commence with the
mailing of this Proxy Statement on or about September 27, 2002.
Execution and return of the enclosed proxy will not affect a shareholder's
right to attend the Meeting and to vote in person. Any shareholder executing a
proxy retains the right to revoke it at any time prior to exercise at the
Meeting. A proxy may be revoked by delivery of written notice of revocation to
the Secretary of the Company, by execution and delivery of a later proxy or by
voting the shares in person at the Meeting. A proxy, when executed and not
revoked, will be voted in accordance with the instructions thereon. In the
absence of specific instructions, proxies will be voted by the person named in
the proxy "FOR" the election as directors of those nominees named in the Proxy
Statement and in accordance with his best judgment on all other matters that may
properly come before the Meeting.
The enclosed proxy provides a method for shareholders to withhold authority
to vote for any one or more of the nominees for director while granting
authority to vote for the remaining nominees. The names of all nominees are
listed on the proxy. If you wish to grant authority to vote for all nominees,
check the box marked "FOR". If you wish to withhold authority to vote for all
nominees, check the box marked "WITHHOLD". If you wish your shares to be voted
for some nominees and not for one or more of the others, check the box marked
"FOR" and indicate the name(s) of the nominee(s) for whom you are withholding
the authority to vote by writing the name(s) of such nominee(s) on the proxy in
the space provided.
PURPOSE OF MEETING
As stated in the Notice of Annual Meeting of Shareholders accompanying this
Proxy Statement, the business to be conducted and the matters to be considered
and acted upon at the Meeting are as follows:
1. To elect four directors to hold office for the term specified herein
or until their successors are elected and qualified; and
2. To transact such other business as may properly come before the
Meeting or any adjournment or adjournments thereof.
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VOTING AT MEETING
The voting securities of the Company consist solely of common stock, no par
value per share (the "Common Stock").
The record date for shareholders entitled to notice of and to vote at the
Meeting is the close of business on September 23, 2002, at which time the
Company had outstanding and entitled to vote at the meeting 3,290,536 shares of
Common Stock. Shareholders are entitled to one vote, in person or by proxy, for
each share of Common Stock held in their name on the record date.
Shareholders representing a majority of the Common Stock outstanding and
entitled to vote must be present or represented by proxy to constitute a quorum.
The election of directors will require the affirmative vote of the holders of a
majority of the Common Stock present or represented by proxy at the Meeting and
entitled to vote thereon. Cumulative voting for directors is not authorized and
proxies cannot be voted for more than four nominees.
STOCK OWNERSHIP
The following table sets forth the number of shares of the Company's common
stock owned beneficially as of March 31, 2002 (unless otherwise noted), by each
person known by the Company to have owned beneficially more than five percent of
such shares then outstanding, by each officer and director of the Company and by
all of the Company's officers and directors as a group. This information gives
effect to securities deemed outstanding pursuant to Rule 13d-3(d)(1) under the
Securities Exchange Act of 1934, as amended. As far as is known to management of
the Company, no person owns beneficially more than five percent of the
outstanding shares of common stock as of March 31, 2002 except as set forth
below.
Amount and Percentage of
Nature of Class
Name of Beneficial Owner Beneficial Owner Beneficially Owned
------------------------ ---------------- ------------------
Luke R. Schmieder (1) 355,967 (2) 10.6
Steven W. Peterson (1) 67,050 (3) 2.0
Paul D. Duke (1) 131,019 (4) 3.9
H. Stuart Campbell (1) 74,000 (5) 2.2
Michael T. Brooks (1) 14,700 (6) 0.4
FMR Corp. (9) 312,100 (7) 9.3
All officers and directors 642,736 (8) 18.9
as a group (5 in number)
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(1) The business address is 12100 West Sixth Avenue, Lakewood, Colorado 80228.
(2) Includes 10,000 shares which Mr. Schmieder has the right to acquire within
60 days by exercise of stock options.
(3) Includes 10,500 shares which Mr. Peterson has the right to acquire within
60 days by exercise of stock options.
(4) Includes 10,000 shares which Mr. Duke has the right to acquire within 60
days by exercise of stock options.
(5) Includes 18,000 shares which Mr. Campbell has the right to acquire within
60 days by exercise of stock options.
(6) Includes 13,500 shares which Mr. Brooks has the right to acquire within 60
days by exercise of stock options.
(7) Based upon information set forth in schedule 13G filed by FMR Corp. with
the Securities and Exchange Commission dated February 14, 2002. Fidelity
Management & Research Company
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("Fidelity"), a wholly-owned subsidiary of FMR Corp., is the beneficial
owner of 312,100 shares as a result of acting as investment advisor to
several investment companies. The ownership by one investment company,
Fidelity Low-Priced Stock Fund, amounted to 312,100 shares. Mr. Edward C.
Johnson 3d, FMR Corp., through its control of Fidelity, and the
aforementioned investment companies each has the power to dispose of the
312,100 shares.
(8) Includes 62,000 shares which the officers and directors of the Company as a
group have the right to acquire within 60 days by exercise of stock
options.
(9) The business address is 82 Devonshire Street, Boston, MA 02109.
BOARD OF DIRECTORS
The Board of Directors has the responsibility for establishing broad
corporate policies and for the overall performance of the Company, although it
is not involved in day-to-day operating details. The Board meets regularly
throughout the year, including the annual organization meeting following the
Annual Meeting of Shareholders, to review significant developments affecting the
Company and to act upon matters requiring Board approval. It also holds special
meetings as required from time to time when important matters arise requiring
Board action between scheduled meetings. During the last fiscal year, the board
met four times.
The Board of Directors has established Compensation and Audit Committees to
devote attention to specific subjects and to assist it in the discharge of its
responsibilities. The functions of these committees, their current members, and
the number of meetings held during the last fiscal year are described below.
The Compensation Committee consists of Messrs. Campbell and Brooks. Its
function is to recommend the compensation to be paid to the President and
certain other employees, and for the development of policies on employee
compensation and benefits. The Compensation Committee met once during the fiscal
year ended March 31, 2002.
The Audit Committee consists of Messrs. Campbell and Brooks. The Audit
Committee operates under a written charter adopted by the Company's Board of
Directors. The functions of the Audit Committee are to appoint the independent
public accountants of the Company on an annual basis, discuss and review the
scope and the fees of the prospective annual audit and review the results
thereof with the independent public accountants, review and approve non-audit
services of the independent public accountants, review compliance with existing
major accounting and financial policies of the Company, review the adequacy of
the financial organization of the Company and review management's procedures and
policies relative to the adequacy of the Company's internal accounting controls
and compliance with federal and state laws relating to accounting practice. The
Audit Committee met twice during the fiscal year ended March 31, 2002.
The Company does not have a nominating committee. The functions customarily
attributable to a nominating committee are performed by the Board of Directors
as a whole.
No director attended fewer than 75 percent of the aggregate of the total
number of meetings of the Board of Directors and the total number of meetings
held by all committees of the Board on which he served.
Each non-employee director will be compensated separately for service on
the Board and is reimbursed for expenses to attend Board meetings. Members of
the Audit and Compensation Committees are not compensated separately for service
on those committees. In addition, non-employee directors participate in the
Outside Director Stock Option Plan. See "Executive Compensation - Compensation
of Directors."
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ELECTION OF DIRECTORS
At the Meeting, four directors are to be elected. Each director will be
elected for a one-year term or until his successor is elected and qualified.
Shares represented by properly executed proxies will be voted, in the
absence of contrary indication therein or revocation thereof by the shareholder
granting such proxy, in favor of the persons named below as directors, to hold
office for the term stated in the preceding paragraph. The person named as proxy
in the enclosed proxy has been designated by management and intends to vote for
the election to the Board of Directors of the persons named below, each of whom
is now a director of the Company. If the contingency should occur that any such
nominee is unable to serve as a director, it is intended that the shares
represented by the proxies will be voted, in the absence of contrary indication,
for any substitute nominee that management may designate. Management knows of no
reason why any nominee would be unable to serve. The information presented
herein with respect to the nominees was obtained in part from the respective
persons, and in part from the records of the Company.
NOMINEES FOR ELECTION AS DIRECTORS
Name and Address Age Office Term Expires(1)
---------------- --- ------ --------------
Luke R. Schmieder 59 President, Chief Executive 2002
12100 West Sixth Avenue Officer, Treasurer and
Lakewood, Colorado Director
Paul D. Duke 60 Director 2002
12100 West Sixth Avenue
Lakewood, Colorado
H. Stuart Campbell 72 Director 2002
12100 West Sixth Avenue
Lakewood, Colorado
Michael T. Brooks 53 Director 2002
12100 West Sixth Avenue
Lakewood, Colorado
--------------
(1) The term of office of each officer and of the Company is at the discretion
of the Board of Directors.
Luke R. Schmieder, President, Chief Executive Officer, Treasurer and Director
Mr. Schmieder attended Ohio State University and Ohio University taking
courses in mechanical engineering and business management. Mr. Schmieder was
employed from 1970 to 1977 by Cobe Laboratories, Inc. (manufacturer of dialysis
and cardiovascular equipment and supplies) as a designer and process controller
on various projects. From 1977 to 1982, Mr. Schmieder served as president and
principal of a consulting company for product and process development primarily
in the medical field. Mr. Schmieder has served as president and a director of
the Company since its inception in March 1982.
Paul D. Duke, Director
Mr. Duke received his initial medical training while on active duty with
the United States Navy and while attending the University of Alabama. Mr. Duke
was employed from 1965 to 1969 by the University of Alabama Medical Center as
chief hemodialysis technician and was employed by Cobe Laboratories, Inc. from
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1969 to 1973 as field service and training technician. From 1973 to 1979, he
served in various capacities for Cordis Dow Corporation (manufacturer of
pacemakers and hemodialysis equipment and supplies), including sales, product
management, European training manager and national service manager. From 1980 to
1982, Mr. Duke served as proprietor and president of a consulting company
specializing in medical marketing, sales, service and training. Mr. Duke has
served as vice president and a director of the Company since its inception in
1982. At March 31, 2002, Mr. Duke retired from his position as Vice President
and now devotes such time as is necessary to the affairs of the Company.
H. Stuart Campbell, Director
Mr. Campbell received his Bachelor of Science degree from Cornell
University in 1951. From 1960 through September 1982, Mr. Campbell served in
various capacities for Johnson & Johnson and Ethicon, Inc., a domestic
subsidiary of Johnson & Johnson. From 1977 through September 1982, he was a
Company Group Chairman with Johnson & Johnson and served as Chief Executive
Officer and Chairman of the Board of Directors of eight major corporate
subsidiaries. From 1982, Mr. Campbell has owned and served as an officer of
Highland Packaging Labs, Inc., Somerville, New Jersey (contract packaging
business). He also serves as a director of Atrix Laboratories, Inc.
(pharmaceutical and contract research and development company). Mr. Campbell has
served as a director of the Company since May 1983 and devotes such time as is
necessary to the affairs of the Company.
Michael T. Brooks, Director
Mr. Brooks received his Bachelor of Arts in History from Ohio Wesleyan
University in 1971. While pursuing a career in fluid power, he received a
Masters in Business from the University of Denver in 1983. Mr. Brooks was an
independent manufacturer's representative from 1982 - 1985 at which time he
purchased an interest in Fiero Fluid Power which he presently owns and operates.
Fiero Fluid Power is a Rep/Distributor selling pneumatic and instrumentation
equipment. He has been a director since October, 1998 and devotes such time as
is necessary to the affairs of the Company.
Based solely upon a review of Forms 3 and 4 and amendments thereto
furnished to the Company pursuant to ss. 240.16a-3(e) during its most recent
fiscal year and Forms 5 and amendments thereto furnished to the Company with
respect to its most recent fiscal year, and any written representation from the
reporting person (as hereinafter defined) that no Form 5 is required, the
Company is not aware of any person who, at any time during the fiscal year, was
a director, officer, beneficial owner of more than ten percent of any class of
equity securities of the Company registered pursuant to Section 12 of the
Exchange Act ("reporting person"), that failed to file on a timely basis, as
disclosed in the above Forms, reports required by Section 16(a) of the Exchange
Act during the most recent fiscal year or prior fiscal years.
THE BOARD OF DIRECTORS RECOMMENDS TO THE SHAREHOLDERS THAT THEY VOTE "FOR" THE
ELECTION OF SUCH NOMINEES.
EXECUTIVE COMPENSATION
The following table, and its accompanying explanatory footnotes, includes
annual and long-term compensation information on the Company's Chief Executive
Officer for services rendered in all capacities during the fiscal years ended
March 31, 2002, March 31, 2001 and March 31, 2000. No other executive officer
received total annual salary and bonus for the fiscal year ended March 31, 2002
in excess of $100,000.
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SUMMARY COMPENSATION TABLE
Name and Principal Position Fiscal Year Salary Bonus(1) Options Granted Other Comp
--------------------------- ----------- ------ -------- --------------- ----------
L. Schmieder, CEO 2002 $108,985 $11,928 4,000 $3,100
2001 $106,867 $10,400 4,000 $3,150
2000 $106,712 $20,064 8,000 $897
--------------
(1) Reflects bonus earned in fiscal year, but paid in the following fiscal
year.
The following summary table sets forth information concerning grants of
stock options made during the fiscal year ended March 31, 2002 to the Company's
Chief Executive Officer.
Option Grants in Last Fiscal Year
Percent of Total
Options Options Granted Exercise Expiration
Name Granted in Fiscal Year Price Date
---- ------- ---------------- -------- ----------
L. Schmieder 4,000 4% $4.55 July 1, 2011
Compensation of Directors
On October 3, 1996, the Company adopted a new nonqualified performance
stock option plan for the benefit of the Company's outside Directors. The plan
provides that the outside Directors will receive grants to be determined and
approved by the Company's inside directors and not to exceed 20,000 options per
year per director. Under the terms of the plan, the options are exercisable for
a term of ten years, and during such term are exercisable as follows: 25% after
each year, and 100% anytime after the fourth year until the end of the tenth
year. The purchase price of the common stock will be equal to 100% of the
closing bid price of the common stock on the over-the-counter market on the date
of grant.
On July 2, 2001, the Company's two outside directors were granted options
to purchase 4,000 shares of common stock at $4.55 per share. The Company's two
inside directors each were granted options to purchase 4,000 shares of common
stock at a price of $4.55 per share.
Currently, all outside directors receive cash compensation of $500 for each
Board of Directors meeting attended in person.
Incentive Stock Option Plans
The Company has adopted three incentive stock option plans, approved by the
shareholders of the Company in September 1984, October 1989 and November 1993,
respectively, for the benefit of the Company's employees. The plans are
administered by the non-participating members of the Board of Directors, who
select the optionees and determine the terms and conditions of the stock option
grant. The exercise price for options granted under the plans cannot be less
than the fair market value of the stock at the date of grant or 110% of such
fair market value with respect to options granted to any optionee who holds more
than 10% of the Company's common stock. Options are not exercisable until one
year after the date of grant and expire five years after the date of grant. All
outstanding options are subject to vesting provisions whereby they become
exercisable over a four-year period. The plans authorize options to purchase up
to 200,000, 300,000 and 300,000 shares of common stock, respectively.
On October 21, 1999, the Company adopted a new stock compensation plan. The
purpose of the plan is to encourage ownership of the Common Stock of the Company
by certain officers, directors, employees and certain advisors of the Company in
order to provide incentive to promote the success and business of the
6
Company. A total of 300,000 shares of Common Stock have been reserved for
issuance under the plan and are subject to terms as set by the Compensation
Committee of the Board of Directors at the time of grant.
As of March 31, 2002, options to purchase a total of 328,035 shares were
outstanding, at exercise prices ranging from $3.75 to $7.00 per share. Further,
as of March 31, 2002, options to purchase an aggregate of 271,395 shares
remained available for grant under the Company's stock option plans. The plan
adopted in September 1984 was terminated effective June 1, 1993. Options were
granted during the fiscal year ended March 31, 2002, pursuant to the Company's
incentive stock option plans, to each of the Company's executive officers.
Options to purchase 6,000 shares at $4.55 per share were granted to Mr. Steven
W. Peterson, Vice President-Finance. Mr. Luke R. Schmieder, President, and Mr.
Paul D. Duke, Vice President, were granted options to purchase 4,000 shares at
$4.55 per share.
Retirement Plan
The Company has adopted a 401(k) plan for the benefit of its officers and
employees. Subject to certain restrictions, a participant may defer up to 15% of
their gross compensation into the plan. The Company currently matches up to 6%
of the participant's contribution at a rate of 50% of the contribution. The plan
also allows for additional contributions by the Company at its discretion.
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUTANTS
Ehrhardt Keefe Steiner & Hottman PC, Denver, Colorado, conducted the audits
of the Company's accounting records since 1986 and the Board of Directors
expects to engage the same firm to audit the Company's accounting records for
the fiscal year ending March 31, 2003.
A representative of Ehrhardt Keefe Steiner & Hottman PC will attend the
Annual Meeting of Shareholders and will have the opportunity to make a statement
if he so desires. This representative will be available to respond to
appropriate shareholder questions at that time.
AUDIT FEES
Ehrhardt Keefe Steiner & Hottman PC's fees for the Company's 2002 annual
audit and reviews of the Company's quarterly financial statements were
approximately $40,700.
FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES
Ehrhardt Keefe Steiner & Hottman PC did not render any services to the
Company in 2002 with respect to financial information systems design and
implementation.
ALL OTHER FEES
Ehrhardt Keefe Steiner & Hottman PC's fees for all other services to the
Company for 2002 were approximately $18,300.
AUDIT COMMITTEE REPORT
The Audit Committee of the Board of Directors is composed of two
non-employee directors of the Company. All members are independent as defined
under the National Association of Securities Dealers' listing standards. The
Committee held two meetings during fiscal year 2002. The Audit Committee
operates under a written charter adopted by the Company's Board of Directors.
In connection with the March 31, 2002 financial statements, the Audit
Committee has (1) reviewed and discussed the audited financial statements with
management; (2) discussed with the independent auditors the matters required to
be discussed by SAS 61; (3) received the written disclosures
7
and the letter from the independent accountants required by Independence
Standards Board Standard No. 1, and (4) discussed with the independent
accountant their independence.
Based on the review and discussions referred to above, the Audit Committee
recommended to the Board of Directors that the Audited financial statements be
included in the Company's Annual Report on Form 10-KSB for the fiscal year ended
March 31, 2002 for filing with the Securities and Exchange Commission.
AUDIT COMMITTEE
H. Stuart Campbell, Chairman
Michael T. Brooks
PROPOSALS OF SHAREHOLDER FOR PRESENTATION
AT NEXT ANNUAL MEETING FOR SHAREHOLDERS
Any shareholder of record of the Company who desires to submit a proper
proposal for inclusion in the proxy materials relating to the next Annual
Meeting of Shareholders must do so in writing and it must be received at the
Company's principal executive offices by the end of the fiscal year March 31,
2003. The proponent must be a record or beneficial owner entitled to vote at the
next Annual Meeting on his proposal and must continue to own such security
entitling him to vote through the date on which the Meeting is held.
ANNUAL REPORT
The Annual Report to Shareholders concerning the operations of the Company
during the fiscal year ended March 31, 2002, including audited financial
statements for the year then ended, has been distributed to all record holders
as of the record date. The Annual Report is not incorporated in the Proxy
Statement and is not to be considered a part of the soliciting material.
OTHER BUSINESS
Management of the Company is not aware of any matters which are to be
presented at the Meeting, nor has it been advised that other persons will
present any such matters. However, if other matters properly come before the
meeting, the individual named in the accompanying proxy shall vote on such
matters in accordance with his best judgement.
AVAILABILITY OF ANNUAL REPORT ON FORM 10-KSB
UPON WRITTEN REQUEST, THE COMPANY WILL PROVIDE, WITHOUT CHARGE, A COPY OF
ITS ANNUAL REPORT ON FORM 10-KSB FOR THE FISCAL YEAR ENDED MARCH 31, 2002, TO
EACH SHAREHOLDER OF RECORD OR TO EACH SHAREHOLDER WHO OWNED COMMON STOCK OF THE
COMPANY LISTED IN THE NAME OF A BANK OR BROKER, AS NOMINEE, AT THE CLOSE OF
BUSINESS ON SEPTEMBER 23, 2002. ANY REQUEST BY A SHAREHOLDER FOR THE COMPANY'S
ANNUAL REPORT ON FORM 10-KSB SHOULD BE MAILED TO THE COMPANY'S SECRETARY, MESA
LABORATORIES, INC., 12100 WEST SIXTH AVENUE, LAKEWOOD, COLORADO 80228.
The above notice and Proxy Statement are sent by order of the Board of
Directors.
Steven W. Peterson
Secretary
September 27, 2002
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THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
PROXY
FOR THE ANNUAL MEETING OF SHAREHOLDERS OF
MESA LABORATORIES, INC.
TO BE HELD THURSDAY, NOVEMBER 14, 2002
The undersigned hereby appoints Luke R. Schmieder as the lawful agent and
Proxy of the undersigned (with all powers the undersigned would possess if
personally present, including full power of substitution), and hereby authorizes
him to represent and to vote, as designated below, all the shares of Common
Stock of Mesa Laboratories, Inc. held of record by the undersigned as of the
close of business on September 23, 2002, at the Annual Meeting of Shareholders
to be held on Thursday, November 14, 2002, or any adjournment or postponement
thereof.
1. ELECTION OF DIRECTORS
/ / FOR all nominees listed below / / WITHHOLD AUTHORITY
(except as marked to the contrary below) (to vote for all nominees listed below)
L. Schmieder, P. Duke, H.S. Campbell, M. Brooks
(INSTRUCTION: To withhold authority to vote for any nominees, write the
nominees' names on the space provided below.)
--------------------------------------------------------------------------------
2. In his discretion, the Proxy is authorized to vote upon any matters which
may properly come before the Meeting, or any adjournment or postponement
thereof.
It is understood that when properly executed, this proxy will be voted in
the manner directed herein by the undersigned shareholder. WHERE NO CHOICE IS
SPECIFIED BY THE SHAREHOLDER, THE PROXY WILL BE VOTED FOR THE ELECTION OF
DIRECTORS PROPOSED IN ITEM (1).
The undersigned hereby revokes all previous proxies relating to the shares
covered hereby and confirms all that said proxy or his substitutes may do by
virtue hereof.
Please sign exactly as name appears below. When shares are held joint
tenants, both should sign. When signing as attorney, executor, administrator,
trustee or guardian, please give full title as such. If a corporation, please
sign in full corporate name by President or other authorized officer. If a
partnership, please sign in partnership name by authorized person.
Dated: ---------------------------
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Signature
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Signature if held jointly
PLEASE MARK, SIGN, DATE AND RETURN
THE PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE
/ / PLEASE CHECK THIS BOX IF YOU INTEND TO BE PRESENT AT THE MEETING.