Filed
by the Registrant ý
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||
Filed
by a Party other than the Registrant o
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||
Check
the appropriate box:
|
||
ý
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Preliminary
Proxy Statement
|
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o
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Confidential,
for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
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o
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Definitive
Proxy Statement
|
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o
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Definitive
Additional Materials
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o
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Soliciting
Material Pursuant to §240.14a-12
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Blyth,
Inc.
(Name
of Registrant as Specified in its Charter)
|
||||
(Name
of Person(s) Filing Proxy Statement, if other than the
Registrant)
|
||||
Payment
of Filing Fee (Check the appropriate box):
|
||||
ý
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No
fee required.
|
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o
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Fee
computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
|
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(1)
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Title of each class of securities
to which transaction
applies:
|
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(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:
|
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(5)
|
Total
fee paid:
|
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o
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Fee
paid previously with preliminary materials.
|
|||
o
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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)
|
Amount Previously
Paid:
|
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(2)
|
Form, Schedule or Registration
Statement
No.:
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(3)
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Filing
Party:
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(4)
|
Date
Filed:
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To
Our Stockholders:
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|
What:
|
Special
Meeting of Stockholders
|
|
When:
|
January
29, 2009 at 8:30 a.m., local time
|
|
Where:
|
Blyth,
Inc.
One
East Weaver Street
Greenwich,
Connecticut 06831
|
|
Why:
|
At
this special meeting, we plan to consider and vote upon the proposals
listed below and any other matters that may properly come before the
special meeting or any adjournment or postponement of the special
meeting.
|
|
Proposal
No. 1:
|
A
proposal to amend our restated certificate of incorporation to effect a
reverse stock split at one of two split ratios, 1-for-3 or 1-for-4, as
will be selected by our board of directors prior to the time of filing the
certificate of amendment with the Delaware Secretary of
State.
|
|
Proposal
No. 2
|
Subject
to approval of Proposal No. 1, a proposal to amend our restated
certificate of incorporation to decrease our total number of authorized
shares from 110,000,000 shares to 60,000,000 shares, 50,000,000 shares of
which shall be common stock, par value $0.02 per share, and 10,000,000
shares of which shall be preferred stock, par value $0.01 per
share.
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Proposal No. 1:
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A
proposal to amend our restated certificate of incorporation to effect a
reverse stock split at one of two split ratios, 1-for-3 or 1-for-4, as
will be selected by our board of directors prior to the time of filing the
certificate of amendment with the Delaware Secretary of
State.
|
Proposal No. 2
|
Subject
to approval of Proposal No. 1, a proposal to amend our restated
certificate of incorporation to decrease our total number of authorized
shares from 110,000,000 shares to 60,000,000 shares, 50,000,000 shares of
which shall be common stock, par value $0.02 per share, and 10,000,000
shares of which shall be preferred stock, par value $0.01 per
share.
|
|
·
|
Submitting
a Proxy by Telephone: You can submit a proxy for your shares by
telephone until 11:59 p.m. Eastern Standard Time on January 28, 2009 by
calling the toll-free telephone number on the enclosed proxy card, (1-800)
690-6903. Telephone proxy submission is available 24 hours a
day. Easy-to-follow voice prompts allow you to submit a proxy for
your shares and confirm that your instructions have been properly
recorded. Our telephone proxy submission procedures are designed to
authenticate stockholders by using individual control
numbers.
|
|
|
|
·
|
Submitting
a Proxy via the Internet: You can submit a proxy via the
Internet until 11:59 p.m. Eastern Standard Time on January 28, 2009 by
accessing the web site listed on your proxy card, www.proxyvote.com,
and following the instructions you will find on the web
site. Internet proxy submission is available 24 hours a
day. As with telephone proxy submission, you will be given the
opportunity to confirm that your instructions have been properly recorded.
|
|
·
|
Submitting
a Proxy by Mail: If you choose to submit a proxy by
mail, simply mark the enclosed proxy card, date and sign it, and return it
in the postage paid envelope provided.
|
|
·
|
delivering to
the Secretary a written notice of revocation, dated later than the proxy,
before the vote is taken at the special meeting;
|
|
·
|
delivering to
the Secretary a duly executed proxy bearing a later date, before the vote
is taken at the special meeting;
|
|
·
|
submitting a
proxy on a later date by telephone or via the Internet (only your last
telephone or Internet proxy will be counted), before 11:59 p.m. Eastern
Standard Time on January 28, 2009; or
|
|
·
|
attending the
special meeting and voting in person (your attendance at the special
meeting, in and of itself, will not revoke the proxy).
|
|
·
|
“FOR”
approval of the amendment to our restated certificate of incorporation to
effect a reverse stock split at one of two reverse split ratios,
1-for-3 or 1-for-4, as will be selected by our board of directors prior to
the time of filing the certificate of amendment with the Delaware
Secretary of State.
|
|
·
|
“FOR”
approval of the amendment to our restated certificate of incorporation to
decrease our total number of authorized shares from 110,000,000 shares to
60,000,000 shares, 50,000,000 shares of which shall be common stock and
10,000,000 shares of which shall be preferred stock.
|
A1: | You are voting on two proposals: |
Q2: | Who is soliciting my proxy to vote on these proposals? |
A2: | Our board of directors is requesting your proxy to vote on these proposals. |
Q3: | How does the board of directors recommend that I vote? |
A3: | Our board of directors recommends that you vote “FOR” both proposals. |
Q4: | Why does Blyth need to hold this vote? |
A4:
|
Our board of
directors believes that the reverse stock split may be beneficial
because a higher price for our common stock may be obtained as a
result of the reverse stock split and this higher price could make the
common stock more attractive to a broader range of institutional and other
investors and reduce stockholder transaction
costs.
|
|
Pursuant
to the law of our state of incorporation, Delaware, our board of directors
must adopt any amendment to our restated certificate of incorporation and
submit the amendment to stockholders for approval. Accordingly, our
board of directors is requesting your proxy to vote “FOR” Proposals No. 1
and 2 to amend our restated certificate of incorporation.
|
Q5:
|
What
vote is required to approve the reverse stock split and to decrease our
total number of authorized shares?
|
A5:
|
Proposals
No. 1 and 2 both require the affirmative vote of a majority of the
outstanding shares. Please note that Proposal No. 2 is conditioned
on the approval of Proposal No. 1. Therefore, if Proposal No. 1 is
not approved by the stockholders, Proposal No. 2 will automatically be
deemed to have not been approved by the stockholders, regardless of the
number of shares actually voted “FOR” Proposal No. 2. Proposal No. 1
is not conditioned on the approval of Proposal No. 2.
|
Q6:
|
What
effect will the reverse stock split have on our issued and outstanding
shares of common stock?
|
A6:
|
If
the reverse stock split is approved by our stockholders, we will exchange
one new share for a number of outstanding shares to be determined when our
board of directors selects from the proposed reverse split ratios of
1-for-3 or 1-for-4. When the reverse stock split becomes
effective, the number of our outstanding shares will be reduced by the
selected split ratio, but the value of each share will be proportionately
increased by that same ratio, although the price of our common stock may
move up or down once the reverse stock split is effective. We will
not issue any fractional shares. Stockholders who would otherwise
hold fractional shares as a result of the reverse stock split will be
entitled to receive cash (without interest or deduction) in lieu of such
fractional shares from our transfer agent, upon receipt by our transfer
agent of a properly completed and duly executed transmittal letter and,
where shares are held in certificated form, the surrender of all old stock
certificate(s) (“Old Certificate(s)”), in an amount equal to the proceeds
attributable to the sale of such fractional shares following the
aggregation and sale by our transfer agent of all fractional shares
otherwise issuable. The reverse stock split will not impact the
market value of our company as a whole, although the market value of our
common stock may move up or down once the reverse stock split is
effective.
|
Q7:
|
How
will the reverse stock split impact our stock options, restricted
stock units and other grants under our Stock Plans?
|
A7:
|
Our
compensation committee has approved proportionate adjustments to the
number of shares outstanding and/or available for issuance under our Stock
Plans and to the exercise price relating to awards outstanding under
the Stock Plans using the same split ratio, if the reverse stock split is
effected, pursuant to existing authority granted to such committee under
the Stock Plans.
|
Q8: | What are the mechanics of the reverse stock split? |
A8: | Assuming the reverse stock split is approved by our stockholders, this is how it will work: |
|
·
|
If your
shares are held in “street name” — that is, through an account
at a brokerage firm, bank, dealer, or other similar
organization — the number of shares you hold will automatically
be adjusted to reflect the reverse stock split.
|
|
·
|
If your
shares are registered directly in your name with our transfer agent and
your shares are held in book-entry form (i.e., your shares are
not represented by a physical stock certificate), the number of shares you
hold will automatically be adjusted to reflect the reverse stock split.
You will be sent a transmittal letter by our transfer agent.
You will need to return to our transfer agent a properly completed
and duly executed transmittal letter in order to receive any cash payment
in lieu of fractional shares or any other distributions, if any, that may
be declared and payable to holders of record.
|
|
·
|
If your
shares are registered directly in your name with our transfer agent and
your shares are held in certificated form (i.e., your shares are
represented by one or more physical stock certificates), you will receive
a transmittal letter asking you to surrender your Old Certificate(s)
representing pre-split shares in exchange for a new certificate (“New
Certificate”) representing post-split shares. You will need to
return to our transfer agent a properly completed and duly executed
transmittal letter, together with your Old Certificate(s), in order to
receive a New Certificate and any cash payment in lieu of fractional
shares or any other distributions, if any, that may be declared and
payable to holders of record following the reverse stock
split.
|
|
Whether
your shares are held in street name or directly, we will not issue
fractional shares of common stock to you. Stockholders who would
otherwise hold fractional shares as a result of the reverse stock split
will be entitled to receive cash (without interest or deduction) in lieu
of such fractional shares from our transfer agent, upon receipt by our
transfer agent of a properly completed and duly executed transmittal
letter and, where shares are held in certificated form, the surrender of
all Old Certificate(s), in an amount equal to the proceeds attributable to
the sale of such fractional shares following the aggregation and sale by
our transfer agent of all fractional shares otherwise
issuable.
Any
cash due to you in exchange for fractional shares will be paid to you as
follows:
|
|
·
|
If your
shares are held in street name, payment for the fractional shares will be
deposited directly into your account with the organization holding your
shares.
|
|
·
|
If
your shares are registered directly in your name with our transfer agent,
whether you hold your shares in certificated or uncertificated form,
payment for the fractional shares will be made by check, sent to you
directly from our transfer agent upon receipt of your properly completed
and duly executed transmittal letter and, where your shares are held in
certificated form, the surrender of your Old
Certificate(s).
|
Q9:
|
After
the reverse stock split, I will have an “odd lot” of fewer than 100
shares. Will I be able to sell the “odd
lot”?
|
A9:
|
The
reverse stock split may result in some stockholders owning “odd lots” of
fewer than 100 shares on a post-split basis. You will be able to
sell the odd lots, but odd lot sales may result in higher transaction
costs per share than “round lot” sales, which are sales of even multiples
of 100 shares.
|
Q10:
|
Are
there any dissenter’s rights or appraisal
rights?
|
A10:
|
Pursuant
to applicable Delaware law, there are no dissenter’s or appraisal rights
relating to the matters to be acted upon at the special meeting.
|
Q11: | If my shares are held in “street name” by my broker, will my broker vote my shares for me? |
A11:
|
If
your shares are held in the name of a bank or broker or other nominee, you
will receive separate instructions from your bank, broker or other nominee
describing how to vote your shares. The availability of telephonic
or Internet voting will depend on the bank’s or broker’s voting process.
Please check with your bank or broker and follow the voting
procedures your bank or broker provides.
|
|
You
should instruct your bank, broker or other nominee how to vote your
shares. If your broker does not receive voting instructions from you
regarding these proposals, NYSE rules grant your broker discretionary
authority to vote your shares.
|
Q12:
|
How
do I vote my shares held in the 401(k) and profit sharing plan? What
happens if I do not vote my 401(k) and profit sharing plan shares?
|
A12:
|
If
you are a participant in the 401(k) and profit sharing plan, the voter
instruction card sent to you will serve as a voting instruction card to
the trustee of the plan for all shares of our common stock you own through
the plan. You are entitled to instruct the plan trustee on how
to vote your shares in the plan by telephone, via the Internet or by mail
as described above, except that, if you vote by mail, the card that you
use will be a voting instruction card rather than a proxy card. The
trustee will vote your shares held in the plans in accordance with your
instructions. Any shares held by a plan participant for which
timely instructions are not received will be voted by the
trustee in its sole
discretion.
|
Q13:
|
May
I change my vote after I have submitted a proxy by telephone or via the
Internet or mailed my signed proxy
card?
|
A13:
|
Yes.
You may change your vote at any time before your proxy is voted at
the special meeting. You can do this in several ways. You can
send a written notice stating that you want to revoke your proxy, or you
can complete and submit a new proxy card. You may request a new proxy
card by contacting Michael S. Novins at (203) 661-1926. If you
choose either of these methods, you must submit your notice of revocation
or your new proxy card to Blyth, Inc., One East Weaver Street, Greenwich,
Connecticut 06831 Attention: Michael S. Novins, Secretary.
|
|
You
can also change your vote by submitting a proxy at a later date by
telephone or via the Internet, in which case your later-submitted proxy
will be recorded and your earlier proxy revoked. You can
also attend the special meeting and vote in person. Simply
attending the special meeting, however, will not revoke your
proxy. To revoke your earlier proxy, you must vote at the
special meeting. If you have instructed a broker to vote your
shares, the preceding instructions do not apply, and you must follow the
voting procedures received from your broker to change your
vote. If your shares are held in the 401(k) and profit sharing
plan, you must follow the instructions provided on the voter instruction
card if you wish to change your
vote.
|
Q14: | If I want to attend the special meeting, what do I do? |
A14:
|
You
should come to our corporate offices located at One East Weaver Street,
Greenwich, Connecticut 06831, at 8:30 a.m. local time, on January 29,
2009. Stockholders of record as of the record date for the special
meeting (December 3, 2008) can vote in person at the special meeting.
If your shares are held in street name, then you are not the
stockholder of record and you must ask your bank, broker or other nominee
holder how you can vote in person at the special meeting.
|
|
·
|
the
historical trading price and trading volume of our common
stock;
|
|
·
|
the
then prevailing trading price and trading volume of our common stock and
the anticipated impact of the reverse stock split on the trading market
for our common stock;
|
|
·
|
prevailing
general market and economic conditions;
and
|
|
·
|
which
of the alternative reverse split ratios would result in the greatest
overall reduction in our
|
|
·
|
Increased, more attractive
share price. The anticipated increase in our stock price
resulting from the reverse stock split may be beneficial
because a higher price could make the common stock more attractive
to a broader range of institutional and other investors. In
recent months, the stock market and our stock price have been highly
volatile, and our stock price has recently traded at prices (intraday
price of $5.00 per share) below which it would not meet the investing
guidelines for certain institutional investors and investment
funds.
|
|
·
|
Reduced stockholder transaction
costs. Many investors pay commissions based on the
number of shares traded when they buy or sell our stock. If our
stock price were higher, these investors would pay lower commissions to
trade a fixed dollar amount of our stock than they would if our stock
price were lower.
|
|
·
|
the Non-U.S.
Holder is an individual who holds our common stock as a capital asset, is
present in the U.S. for 183 days or more during the taxable year of the
reverse stock split and meets certain other conditions;
|
|
·
|
the gain is
effectively connected with the Non-U.S. Holder’s conduct of a trade or
business in the U.S. (and, if certain income tax treaties apply, is
attributable to a Non-U.S. Holder’s permanent establishment in the U.S.);
or
|
|
·
|
we
are or have been a “United States real property holding corporation” for
U.S. federal income tax purposes at any time within the shorter of the
five-year period ending on the effective time, or the period that the
Non-U.S. Holder held the shares of our common stock. We do not
believe that we have been, currently are, or will become, a United States
real property holding corporation.
|
Name of Beneficial Owner
|
Common
Stock Beneficially Owned Excluding Options
|
Stock
Options Exercisable Within 60 Days of Record
Date
|
Total
Common Stock Beneficially Owned
|
Percent
of Class
|
Robert
B. Goergen1
|
10,942,352
|
0
|
10,942,352
|
30.8%
|
Anne
M. Busquet2
|
4,500
|
0
|
4,500
|
*
|
Pamela
M. Goergen3
|
10,927,852
|
14,500
|
10,942,352
|
30.8%
|
Neal
I. Goldman4
|
27,500
|
14,500
|
42,000
|
*
|
Carol
J. Hochman5
|
8,500
|
15,000
|
23,500
|
*
|
Wilma
H. Jordan6
|
10,000
|
10,000
|
20,000
|
*
|
James
M. McTaggart7
|
12,400
|
0
|
12,400
|
*
|
Howard
E. Rose8
|
55,558
|
10,000
|
65,558
|
*
|
Robert
H. Barghaus9
|
40,454
|
10,000
|
50,454
|
*
|
Anne
M. Butler10
|
29,460
|
19,100
|
48,560
|
*
|
Robert
B. Goergen, Jr.11
|
3,038,634
|
13,500
|
3,038,634
|
8.6%
|
All
directors and executive officers
as
a group (11 persons)
|
11,849,358
|
106,600
|
11,955,958
|
33.6%
|
(1)
|
Includes
8,630,985 shares held by Mr. Goergen; 89,487 shares held by The
Goergen Foundation, Inc. (a charitable foundation of which
Mr. Goergen is a director, president and sole investment manager);
394,380 shares, 14,500 options and 7,500 RSUs held by Pamela M. Goergen
(Mr. Goergen’s wife); and 2,305,500 shares held by Ropart Investments
LLC (a private investment fund of which Mr. Goergen shares voting and
investment power). Mr. Goergen disclaims beneficial ownership of the
shares held by Pamela M. Goergen (see footnote (3)). The address of
Mr. Goergen is ℅ Blyth, Inc., One East Weaver Street, Greenwich,
Connecticut 06831.
|
(2)
|
Ms.
Busquet’s security ownership include 4,500
RSUs.
|
(3)
|
Includes
394,380 shares, 7,500 RSUs and 14,500 options held by Mrs. Goergen and
10,525,972 shares held by Robert B. Goergen (Mrs. Goergen’s husband).
Mrs. Goergen disclaims beneficial ownership of the shares held by her
husband, Robert B. Goergen (see footnote (1)). The address of
Mrs. Goergen is ℅ Blyth, Inc., One East Weaver Street, Greenwich,
Connecticut 06831.
|
(4)
|
Mr.
Goldman’s security ownership Includes 20,000 shares, 7,500 RSUs and 14,500
options.
|
(5)
|
Ms.
Hochman’s security ownership Includes 1,000 shares, 7,500 RSUs and 15,000
options.
|
(6)
|
Ms.
Jordan’s security ownership Includes 2,000 shares, 7,000 RSUs and 10,000
stock options held by Ms. Jordan and 1,000 shares held by her
spouse. Ms. Jordan disclaims beneficial ownership of the shares
held by her spouse.
|
(7)
|
Mr.
McTaggart’s security ownership includes 3,400 shares and 9,000
RSUs.
|
(8)
|
Mr.
Rose’s security ownership includes 48,058 shares, 7,500 RSUs and 10,000
stock options.
|
(9)
|
Mr.
Barghaus’s security ownership includes 3,569 shares (held jointly by Mr.
Barghaus with his wife), 2,500 shares, 34,385 RSUs and 10,000 stock
options.
|
(10)
|
Ms.
Butler’s security ownership includes 1,000 shares, 28,460 RSUs and 19,100
stock options.
|
(11)
|
Mr.
Goergen, Jr.’s security ownership includes 363,100 shares, 25,398 RSUs and
13,500 stock options held by him, 2,305,500 shares held by Ropart
Investments, LLC, 2,000 shares held by his spouse, 275,205 shares held by
him in trust for his family, and 67,431 shares held in trust for Mr.
Goergen.
|
Name and Address of Beneficial
Owner
|
Number
of Shares
|
Percent
of Class
|
FMR
Corp. and related persons and entities1
|
3,531,390
|
9.51%
|
82
Devonshire Street
Boston,
MA 02109
|
||
Barclays
Global Investors, NA and related entities2
|
3,403,898
|
9.17%
|
45
Fremont Street
San
Francisco, CA 94105
|
(1)
|
According
to Amendment No. 6 to Schedule 13G dated February 14, 2008 and filed with
the Securities and Exchange Commission, FMR LLC beneficially owns
3,531,390 shares. FMR LLC is a parent holding company of
Fidelity Management & Research Company (“Fidelity”), a registered
investment adviser and a wholly owned subsidiary of FMR
LLC. Fidelity is the beneficial owner of 3,531,390 shares or
9.51% of the common stock as a result of acting as investment adviser to
various investment companies. The ownership of one investment
company, Fidelity Low Priced Stock Fund, amounted to 3,531,390 shares or
9.51% of the common stock. Edward C. Johnson 3d (Chairman of FMR LLC) and
FMR LLC, through its control of Fidelity, and the fund each has sole power
to dispose of the 3,531,390 shares owned by the fund. Neither
FMR LLC nor Mr. Johnson has the sole power to vote or direct the voting of
the shares owned directly by the Fidelity Funds, which power resides with
the fund’s Boards of Trustees. Members of Mr. Johnson’s family
are the predominant owners, directly or through trusts, of Series B voting
common shares of FMR LLC, representing 49% of the voting power of FMR
LLC. The Johnson family group and all other Series B
shareholders have entered into a shareholders’ voting agreement under
which all Series B voting common shares will be voted in accordance with
the majority vote of Series B voting common
shares. Accordingly, through their ownership of voting common
shares and the execution of the shareholders’ voting agreement, members of
the Johnson family may be deemed, under the Investment Company Act of
1940, to form a controlling group with respect to FMR LLC. All
of the information contained in this footnote, including, without
limitation, the computation of the percentage of stock owned by the
parties referred to above, is
|
|
based
upon the information reported in Amendment No. 6 to Schedule 13G filed by
FMR LLC with the Securities and Exchange Commission on February 14,
2008.
|
(2)
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According
to a statement on Schedule 13G dated February 5, 2008 and filed with the
Securities and Exchange Commission, Barclays Global Investors, NA and the
other entities described in this footnote beneficially own 3,403,898
shares. The total in the table reflects the combined ownership
of various Barclays entities. The Schedule 13G indicates the following
ownership interests: (i) Barclays Global Investors, NA (a bank), located
at the address in the table, is the beneficial owner of 3,403,898 shares
(9.17%), with sole voting power with respect to 2,908,081 shares and sole
dispositive power with respect to 3,403,898 shares; (ii) Barclays Global
Fund Advisors (an investment adviser), located at the address in the
table, is the beneficial owner of 596,789 shares (1.61%), with sole voting
and dispositive power with respect to those shares; (iii) Barclays Global
Investors, Ltd. (a bank), located at Murray House, 1 Royal Mint Court,
London, England EC3N 4HH, is the beneficial owner of 28,234 shares
(0.08%), with sole voting power with respect to 15,033 shares and sole
dispositive power with respect to 28,234 shares; (iv) Barclays Global
Investors Japan Limited (an investment adviser), located at Ebisu Prime
Square Tower, 8th Floor, 1-1-39 Hiroo Shibuya-Ku, Tokyo 150-0012 Japan is
the beneficial owner of 38,721 shares (0.1%), with sole voting and
dispositive power with respect to those shares; and (v) Barclays Global
Investors Canada Limited (an investment adviser), located at Brookfield
Place, 161 Bay Street, Suite 2500, Toronto, Canada is the beneficial owner
of 5,374 shares (0.01%), with sole voting and dispositive power with
respect to those shares. The Schedule 13G does not describe the
relationships among the Barclays entities. The computation of
the percentage of stock owned by Barclays Global Investors, NA and the
other entities is based on the percentages reported in the Schedule
13G.
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BLYTH,
INC., a corporation organized and existing under and by virtue of the
provisions of the General Corporation Law of the State of Delaware (the
“Corporation”), does hereby certify as follows:
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BLYTH,
INC.
C/O
PROXY SERVICES
P.O.
BOX 9142
FARMINGDALE,
NY 17735
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VOTE
BY INTERNET – www.proxyvote.com
Use
the Internet to transmit your voting instructions and for electronic delivery of information up
until 11:59 P.M. Eastern Time the day before the cut-off date or meeting
date. Have your proxy card in hand when you access the web site and follow
the instructions to obtain your records and to create an electronic voting
instruction form.
ELECTRONIC
DELIVERY OF FUTURE PROXY MATERIALS
If
you would like to reduce the costs incurred by our company in mailing
proxy materials, you can consent to receiving all future proxy statements,
proxy cards and annual reports electronically via e-mail or the Internet.
To sign up for electronic delivery,
please follow the instructions above to vote using the Internet and, when
prompted, indicate that you agree to receive or access proxy materials
electronically in future years.
VOTE
BY PHONE – 1-800-690-6903
Use
any touch-tone telephone to transmit your voting instructions up until
11:59 P.M. Eastern Time the day before the cut-off date or meeting date.
Have your proxy card in hand when you call and then follow the
instructions.
VOTE
BY MAIL
Mark,
sign and date your proxy card and return it in the postage-paid envelope we have provided or
return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood,
NY 11717.
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Vote
on Proposals
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For
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Against
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Abstain
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1. Approval
of the amendment of our Restated Certificate of Incorporation to effect a
reverse stock split at one of two split ratios, 1-for-3 or 1-for-4, as
will be selected by our Board of Directors prior to the time of filing a
Certificate of Amendment with the Delaware Secretary of
State.
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o | o | o | |||||
2. Approval
of the amendment of our Restated Certificate of Incorporation to decrease
our total number of authorized shares from 110,000,000 shares to
60,000,000 shares, 50,000,000 shares of which shall be common stock, par
value $0.02 per share, and 10,000,000 shares of which shall be preferred
stock, par value $0.01 per share. This Proposal No. 2 is conditioned on
the approval of Proposal No. 1.
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The
shares represented by this proxy, when properly executed, will be voted in
the manner directed herein by the undersigned Shareholder(s). If no direction is made, this
proxy will be voted FOR proposals 1 and 2. If any other matters
properly come before the meeting, the person, named in this proxy will
vote in their discretion.
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(NOTE: Please sign
exactly as your name(s) appear(s) hereon. All holders must sign. When
signing as attorney, executor, administrator, or other fiduciary, please
give full title as such. Joint owners should each sign personally. If a
corporation, please sign in full corporate name by authorized officer. If
a partnership, please sign in partnership name by authorized
person.)
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____________________________
Signature[PLEASE
SIGN WITHIN BOX]
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______
Date
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____________________________
Signature(Joint
Owners)
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_____
Date
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