UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

[Rule 13d-101]

Under the Securities Exchange Act of 1934

Planar Systems, Inc.

(Name of Issuer)

Common Stock, no par value

(Title of Class of Securities)

726900103

(CUSIP Number)

Leyard Optoelectronic Co., Ltd.

Leyard American Corporation

Pan Pacific Investment, Inc.

Zach Zhang

c/o Leyard American Corporation

1692 Barclay Blvd.

Buffalo Grove, IL 60089

Attn: Zach Zhang

Telephone: (847) 947-8148

with copies to:

Christopher M. Forrester

Michael S. Dorf

Shearman & Sterling LLP

1460 El Camino Real

Menlo Park, CA 94025

Telephone: (650) 838-3600

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

August 12, 2015

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 726900103

CUSIP No. 726900103

CUSIP No. 726900103

CUSIP No. 726900103

The information set forth in response to each separate Item below shall be deemed to be a response to all Items where such information is relevant. The information set forth in the Exhibits attached hereto is expressly incorporated herein by reference and the response to each item of this Schedule 13D is qualified in its entirety by the provisions of such Exhibits.

This statement on Schedule 13D (this “Statement”) relates to the shares of common stock, no par value, of Planar Systems, Inc., an Oregon corporation (the “Issuer”). The principal executive offices of the Issuer are located at 1195 NW Compton Drive, Beaverton, OR 97006.

(a)-(f)

The persons filing this Statement are Leyard Optoelectronic Co., Ltd., a company incorporated under the laws of the People’s Republic of China (“Leyard China”), Leyard American Corporation, a Delaware corporation (“Leyard American”), Pan Pacific Investment, Inc., a Delaware corporation (“Pan Pacific”) and Zach Zhang, the President of Leyard American. The agreement among the Reporting Persons relating to the joint filing of this statement is attached to this Statement as Exhibit 3. Leyard American is an indirect wholly owned subsidiary of Leyard China. Pan Pacific is a direct wholly owned subsidiary of Leyard American.

Leyard China:

The address of the principal business office of Leyard China is No. 9 Zhenghongqi West Street, North of Summer Palace, Haidian District, Beijing, China, 100091.

The principal business of Leyard China is to develop and manufacture LED products including displays and lighting.

The name, present principal occupation or employment, present business address and country of citizenship of each director and executive officer of Leyard China is set forth on Exhibit A attached hereto.

During the past five years, neither Leyard China nor, to the best of Leyard China’s knowledge, any director of executive officer of Leyard China, has been (i) convicted of a criminal proceeding (excluding traffic violations and similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Leyard American:

The address of the principal business office of Leyard American is 1692 Barclay Blvd., Buffalo Grove, IL 60089.

The principal business of Leyard American is to develop and manufacture LED products including displays and lighting.

The name, present principal occupation or employment, present business address and country of citizenship of each director and executive officer of Leyard American is set forth on Exhibit A attached hereto.

During the past five years, neither Leyard American nor, to the best of Leyard American’s knowledge, any director of executive officer of Leyard American, has been (i) convicted of a criminal proceeding (excluding traffic violations and similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Zach Zhang:

The address of the principal business office of Zach Zhang is c/o Leyard American Corporation, 1692 Barclay Blvd., Buffalo Grove, IL 60089.

Zach Zhang’s principal business is to serve as President of Leyard American.

During the past five years, to his knowledge, Zach Zhang has not been (i) convicted of a criminal proceeding (excluding traffic violations and similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Zach Zhang is a citizen of the United States of America.

Pan Pacific:

The address of the principal business office of Pan Pacific is c/o Leyard American Corporation, 1692 Barclay Blvd., Buffalo Grove, IL 60089.

The principal business of Pan Pacific is to invest directly or indirectly in various companies.

The name, present principal occupation or employment, present business address and country of citizenship of each director and executive officer of Pan Pacific is set forth on Exhibit A attached hereto.

During the past five years, neither Pan Pacific nor, to the best of Pan Pacific’s knowledge, any director of executive officer of Pan Pacific, has been (i) convicted of a criminal proceeding (excluding traffic violations and similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Shares Covered by Voting Agreement

On August 12, 2015, Leyard American, Leopard Acquisition Corporation, an Oregon corporation and wholly-owned subsidiary of Leyard American (“Merger Sub”), and Leyard China, the owner of all of the issued and outstanding capital stock of Leyard American, entered into an Agreement and Plan of Merger (the “Merger Agreement”) with the Issuer, pursuant to which, and subject to the terms and conditions thereof, Merger Sub will be merged with and into the Issuer, with the Issuer continuing as the surviving corporation and a wholly-owned subsidiary of Leyard American (the “Merger”).

As an inducement for Leyard American to enter into the Merger Agreement and in consideration thereof, all of the shareholders of the Issuer set forth on Exhibit B hereto (collectively, the “Shareholders”), each entered into separate voting agreements with Leyard American, dated as of August 12, 2015, the form of which is attached hereto as Exhibit 2 and more fully described in Item 4 below, whereby, subject to the terms of each such voting agreement, the Shareholders agreed, among other things, to vote their shares of the Issuer’s capital stock (the “Voting Shares”) in favor of the approval of the Merger Agreement and the Merger and against the approval of any Acquisition Proposal (as such term is defined in the Merger Agreement). Each of these Shareholders also granted Leyard American or its designees an irrevocable proxy granting Leyard American the right to vote the Voting Shares with respect to the covered matters (the voting agreements and proxies, together are referred to herein as, the “Voting Agreements”). Leyard American did not pay additional consideration to the Shareholders in connection with the execution and delivery of the Voting Agreements.

References to, and descriptions of, the Merger, the Merger Agreement and the Voting Agreements throughout this Statement are qualified in their entirety by reference to the Merger Agreement included as Exhibit 1 to this Statement and the Voting Agreements included as Exhibit 2 to this Statement. These agreements are incorporated into this Statement where such references and descriptions appear.

Shares Acquired by Pan Pacific

Pan Pacific holds 85,000 shares of common stock of the Issuer, purchased for an average of approximately $4.50 per share, for an aggregate purchase price of approximately $382,500. The source of funds for this consideration was Leyard China, Pan Pacific’s indirect parent. All shares were acquired more than 60 days before the date of the event requiring the filing of this Statement.

Shares Acquired by Zach Zhang

Zach Zhang holds 20,000 shares of common stock of the Issuer, purchased for an average of approximately $2.75 per share, for an aggregate purchase price of approximately $55,000. The source of funds for this consideration was Zach Zhang’s personal funds. All shares were acquired more than 60 days before the date of the event requiring the filing of this Statement.

Shares Covered by Voting Agreement

(a)-(b) As described in Item 3 above, this Statement relates to the proposed acquisition of the Issuer pursuant to the terms of the Merger Agreement. To induce Leyard American to enter into the Merger Agreement, each of the Shareholders entered into the Voting Agreements. The purpose of the Voting Agreements is to facilitate the consummation of the Merger.

Subject to the terms and conditions of the Merger Agreement, at the effective time and as a result of the Merger, each outstanding share of common stock of the Issuer will be converted into the right to receive $6.58 in cash, without interest and subject to deduction for any required withholding taxes.

The consummation of the Merger is subject to customary closing conditions, including, among others, (i) the approval of the Merger by the holders of at least sixty-seven (67%) of the outstanding common stock of the Issuer, (ii) the expiration or termination of the applicable waiting period under the Hart-Scott Rodino Antitrust Improvements Act of 1976, (iii) clearance from the Committee on Foreign Investment in the United States, and (iv) other customary closing conditions.

The Voting Agreements

Agreement to Vote and Irrevocable Proxy

Under the Voting Agreements, until immediately after the Expiration Date (as defined below), each of the Shareholders agreed to vote in favor of the approval of the Merger Agreement and the Merger and against any Acquisition Proposal (as such term is defined in the Merger Agreement) at every meeting of the shareholders of the Company called with respect to any of the foregoing, and at every adjournment thereof, and on every action or approval by written consent of the shareholders of the Company with respect to the foregoing. In addition, each of the Shareholders agreed not to solicit proxies or become a “participant” in a “solicitation” (as such terms are defined in Regulation 14A under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) in opposition to any proposal or action in favor of the approval of the Merger Agreement or the Merger, initiate a shareholders’ vote with respect to an Acquisition Proposal, or become a member of a “group” (as such term is used in Section 13(d) of the Exchange Act) with respect to any voting securities of the Issuer with respect to an Acquisition Proposal.

Furthermore, each of the Shareholders agreed not to enter into any agreement or understanding with any person with respect to the voting of such Shareholder’s Voting Shares that conflicts with the terms of the Voting Agreements and to waive all applicable appraisal rights arising in connection with the Merger.

Each Shareholder irrevocably appointed Leyard American and its designees as his or her attorney-in-fact and proxy to vote and execute consents, with respect to the Voting Shares with respect to the matters covered.

The Voting Agreements do not limit or restrict such Shareholders in their respective capacities as directors, officers or fiduciaries of the Issuer.

Transfer Restrictions

While the Voting Agreements remain in effect, each of the Shareholders agreed not to (1) directly or indirectly, sell, transfer, exchange or otherwise dispose of (including by merger, consolidation or otherwise by operation of law) its Voting Shares, or (2) directly or indirectly, grant any proxies or powers of attorney, deposit any of its Voting Shares into a voting trust or enter into a voting agreement with respect to any of its Voting Shares, or enter into any agreement or arrangement providing for any of the foregoing actions.

The restrictions described above do not prohibit or otherwise restrict the ability of each Shareholder (i) if such Shareholder is an individual, to transfer or otherwise dispose of its Voting Shares to any family member of such Shareholder or trust for the benefit of such Shareholder or any family member of such Shareholder, (ii) if such Shareholder is an entity, to transfer or otherwise dispose of any Voting Shares to any shareholder, affiliated fund, member, beneficiary or partner of such Shareholder, (iii) to transfer or otherwise dispose of any Voting Shares to a charitable organization qualified under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, (iv) in connection with or for the purpose of personal tax planning, or (v) to transfer or otherwise dispose of any Voting Shares if required by order, law or operation of law; provided, that any assignee or transferee under clauses (i) (except in the case of a transfer by will or under the laws of intestacy), (ii), (iii), and (iv) agrees to be bound by the terms of the Voting Agreements and executes and delivers a written consent memorializing such agreement.

Termination

The Voting Agreements will terminate upon the earlier to occur of: (i) the date of termination of the Merger Agreement in accordance with the terms and provisions thereof, (ii) upon the effectiveness of any amendment, modification or supplement to the Merger Agreement, which amendment, modification or supplement would (A) reduce the amount or change the form or composition of the Merger Consideration payable in the Merger, or (B) create any additional condition to completion of the Merger, and (iii) the effective time of the Merger (the earlier of such dates, the “Expiration Date”).

(c) Not applicable.

(d) It is anticipated that upon consummation of the Merger, the officers and directors of Merger Sub shall become the officers and directors of the Issuer (the surviving corporation of the Merger), until their respective successors are duly elected or appointed and qualified.

(e) Other than a result of the Merger described in Item 3 and above in this Item 4, not applicable.

(f) Not applicable.

(g) Upon consummation of the Merger, the Articles of Incorporation and the Bylaws shall be amended and restated in their entirety in accordance with Section 2.5 of the Merger Agreement.

(h)–(i) If the Merger is consummated as planned, the Issuer’s common stock will cease to be quoted on the Nasdaq Global Select Market and will become eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act.

(j) Not applicable.

The descriptions of the Merger Agreement and the Voting Agreements in this Statement are qualified in their entirety by reference to such agreements, copies of which are included as Exhibit 1 and Exhibit 2 hereto, respectively, and are incorporated by reference herein.

Shares Acquired by Pan Pacific

(a)-(j)

Not applicable.

Shares Acquired by Zach Zhang

(a)-(j)

Not applicable.

(a-b) The following disclosure assumes there are 22,759,842 shares of the Issuer’s common stock outstanding, which the Issuer represented in the Merger Agreement to be the number of shares outstanding as of August 11, 2015.

Leyard American and Leyard China:

As of the date hereof, Leyard American and Leyard China do not own any shares of the Issuer’s common stock, other than the shares they own indirectly through their ownership of Pan Pacific. However, as a result of (i) the Voting Agreements, Leyard American and Leyard China may be deemed to share with each Shareholder the power to vote, or to direct the voting of, the shares of the Issuer’s common stock of such Shareholder covered by the Voting Agreements solely with respect to those matters described in the Voting Agreements and (ii) their affiliation with Zach Zhang, Leyard American and Leyard China may be deemed to share with Zach Zhang the power to vote or dispose of, or to direct the voting or disposition of, the shares of the Issuer’s common stock under Zach Zhang’s ownership. Accordingly, Leyard American and Leyard China may be deemed to each be the beneficial owners of an aggregate of 1,907,796 shares of common stock of the Issuer that are beneficially owned by the Shareholders and by Zach Zhang, in addition to the 85,000 shares of common stock of the Issuer that they own indirectly through their ownership of Pan Pacific, which together constitutes approximately 8.7558% of the outstanding voting securities as of August 11, 2015 (assuming, pursuant to Rule 13d-3 of the Exchange Act, the inclusion of an aggregate of 266,000 shares issuable upon the exercise or settlement of options which the Shareholders beneficially own).

Except as described in Item 4 of this Statement and in the Voting Agreements, Leyard American and Leyard China are not entitled to any rights as a shareholder of the Issuer. Leyard American and Leyard China disclaim beneficial ownership of the shares of the Issuer’s common stock covered by the Voting Agreements or beneficially owned by Zach Zhang and nothing herein shall be construed as an admission that Leyard American or Leyard China are the beneficial owner of such shares.

Neither the filing of this Statement nor any of its contents shall be deemed to constitute an admission by Leyard American, Leyard China or any other person that he, she or it is a member of a “group” for purposes of Section 13(d) of the Exchange Act, or for any other purpose, and membership in a “group” is hereby expressly disclaimed.

For more detailed descriptions of the Merger Agreement and the Voting Agreements, see Item 4 above, which descriptions are incorporated by reference in this Item 5.

Zach Zhang:

As of the date hereof, Zach Zhang has sole power to vote or to direct the vote of, as well as dispose or direct the disposition of 20,000 shares of the Issuer’s common stock, or 0.0879% of the outstanding voting securities as of August 11, 2015.

Pan Pacific:

As of the date hereof, Pan Pacific has sole power to vote or to direct the vote of, as well as dispose or direct the disposition of 85,000 shares of the Issuer’s common stock, or 0.3735% of the outstanding voting securities as of August 11, 2015.

(c)

Leyard China:

To the knowledge of Leyard China, neither Leyard China nor any of its executive officers or directors has effected any transactions in the shares of the Issuer’s common stock within the past 60 days.

Leyard American:

To the knowledge of Leyard American, neither Leyard American nor any of its executive officers or directors has effected any transactions in the shares of the Issuer’s common stock within the past 60 days.

Zach Zhang:

Zach Zhang has not effected transactions in the shares of the Issuer’s common stock within the past 60 days.

Pan Pacific:

Pan Pacific has not effected transactions in the shares of the Issuer’s common stock within the past 60 days.

(d)

To the knowledge of Leyard American and Leyard China, no person (other than the Shareholders, Zach Zhang and Pan Pacific) has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Voting Shares.

(e) Not applicable.

The responses set forth in Items 4 above are incorporated in this Item 6 by reference as if fully set forth herein.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: September 16, 2015

EXHIBIT A

Directors and Officers of Leyard American Corporation

The following tables set forth the name, present principal occupation or employment (along with the name, principal business and address of any corporation or other organization in which such employment is conducted) and citizenship of each director and executive officer of Leyard American Corporation. The business address of each director and executive officer is: c/o Leyard American Corporation, 1692 Barclay Blvd, Buffalo Grove, IL 60089.

Board of Directors

Executive Officers

Directors and Officers of Leyard Optoelectronic Co., Ltd.

The following tables set forth the name, present principal occupation or employment (along with the name, principal business and address of any corporation or other organization in which such employment is conducted) and citizenship of each director and executive officer of Leyard China. The business address of each director and executive officer is: c/o Leyard American Corporation, 1692 Barclay Blvd, Buffalo Grove, IL 60089.

Board of Directors

Executive Officers

Directors and Officers of Pan Pacific Investment, Inc.

The following tables set forth the name, present principal occupation or employment (along with the name, principal business and address of any corporation or other organization in which such employment is conducted) and citizenship of each director and executive officer of Pan Pacific Investment, Inc. The business address of each director and executive officer is: c/o Leyard American Corporation, 1692 Barclay Blvd, Buffalo Grove, IL 60089.

Board of Directors

Executive Officers

Exhibit B

Shareholders Signing Voting Agreements

Exhibit 2

VOTING AGREEMENT

THIS VOTING AGREEMENT (this “Agreement”) is made and entered into as of August 12, 2015, by and between Leyard American Corporation, a Delaware corporation (“Parent”), and the undersigned shareholder (“Holder”) of Planar Systems, Inc., an Oregon corporation (the “Company”).

RECITALS

Pursuant to an Agreement and Plan of Merger, dated as of the date hereof (the “Merger Agreement”), by and among Parent, Leopard Acquisition Corporation, an Oregon corporation and wholly-owned subsidiary of Parent (“Merger Sub”), Leyard Optoelectronic Co., Ltd., a company incorporated under the laws of the People’s Republic of China, and the owner of all of the issued and outstanding capital stock of Parent (“Guarantor”), and the Company, Merger Sub is merging with and into the Company (the “Merger”) and the Company, as the surviving corporation of the Merger, will thereby become a wholly-owned subsidiary of Parent. Concurrently with the execution and delivery of the Merger Agreement and as a condition and inducement to Parent and Merger Sub to enter into the Merger Agreement, Parent has required that Holder enter into this Agreement. Holder is the beneficial owner (within the meaning of Rule 13d-3 of the Exchange Act) of that number of shares of the outstanding common stock, no par value, of the Company (the “Common Stock”) as is indicated beneath Holder’s signature on the last page of this Agreement (the “Shares”). Capitalized terms used herein but not defined shall have the meanings ascribed to them in the Merger Agreement.

AGREEMENT

The parties agree as follows:

(a) Transfer. During the period beginning on the date hereof and ending on the Expiration Date (as defined in Section 4 below), (1) except as contemplated by the Merger Agreement, and except as provided in Section 1(b) below, Holder agrees not to, directly or indirectly, sell, transfer, exchange or otherwise dispose of (including by merger, consolidation or otherwise by operation of law) the Shares, and (2) Holder agrees not to, directly or indirectly, grant any proxies or powers of attorney, deposit any of the Shares into a voting trust or enter into a voting agreement with respect to any of the Shares, or enter into any agreement or arrangement providing for any of the actions described in this Section 1(a).

(b) Permitted Transfers. The parties acknowledge and agree that nothing set forth in this Agreement shall be deemed to prohibit or otherwise restrict the ability of Holder, (i) if Holder is an individual, to transfer or otherwise dispose of any Shares to any family member of Holder or trust for the benefit of Holder or any family member of Holder (“family member” shall include any spouse, lineal ancestor or descendant, brother or sister, whether by blood or in law, of Holder), (ii) if Holder is an entity, to transfer or otherwise dispose of any Shares to any shareholder, affiliated fund, member, beneficiary or partner of Holder, (iii) to transfer or otherwise dispose of any Shares to a charitable organization qualified under

Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, (iv) in connection with or for the purpose of personal tax-planning, or (v) to transfer or otherwise dispose of any Shares if required by any order of any Governmental Entity, Law or operation of Law; provided, that, the assignee or transferee under clauses (i) (except in the case of a transfer by will or under the laws of intestacy), (ii), (iii) and (iv) agrees to be bound by the terms of this Agreement and executes and delivers to the parties hereto a written consent memorializing such agreement.

(c) New Shares. Holder agrees that any shares of outstanding Common Stock that Holder purchases or with respect to which Holder otherwise acquires record or beneficial ownership after the date of this Agreement and prior to the Expiration Date shall be subject to the terms and conditions of this Agreement to the same extent as if they constituted Shares on the date of this Agreement.

(a) Until immediately after the Expiration Date, at every meeting of the shareholders of the Company called with respect to any of the following, and at every adjournment thereof, and on every action or approval by written consent of the shareholders of the Company with respect to any of the following, Holder shall appear at such meeting (in person or by proxy) and shall vote or consent the Shares (i) in favor of the approval of the Merger Agreement and the Merger and (ii) against any Acquisition Proposal (the “Covered Proposals”). This Agreement is intended to bind Holder as a shareholder of the Company only with respect to the Covered Proposals. Until the Expiration Date, Holder covenants and agrees not to enter into any agreement or understanding with any person with respect to voting of its Shares on any Covered Proposal which conflicts with the terms of this Agreement. Except as expressly set forth in clauses (i) and (ii) of this Section 2(a), Holder shall not be restricted from voting in favor of, against or abstaining with respect to any other matter presented to the shareholders of the Company. Notwithstanding anything to the contrary herein, Holder shall not be required to vote or consent the Shares in favor of any proposal to amend the Merger Agreement or take any other action that would result in the amendment, modification or waiver of any provision therein, in each case, which would have the effects described in Section 4(ii).

(b) Holder further agrees that, until the Expiration Date, Holder will not, and will not permit any entity under Holder’s control to, (A) solicit proxies or become a “participant” in a “solicitation” (as such terms are defined in Regulation 14A under the Exchange Act) in opposition to any proposal or action in favor of the approval of the Merger Agreement and the Merger, (B) initiate a shareholders’ vote with respect to an Acquisition Proposal or (C) become a member of a “group” (as such term is used in Section 13(d) of the Exchange Act) with respect to any voting securities of the Company with respect to an Acquisition Proposal.

(c) As security for Holder’s obligations under Section 2(a), Holder hereby irrevocably constitutes and appoints Parent and its designees as his, her or its attorney-in-fact and proxy in accordance with the Oregon Act, with full power of substitution and resubstitution, to cause the Shares to be present at the Company Shareholders Meeting, to vote his, her or its Shares at the Company Shareholders Meeting, however called, and, if applicable, to execute consents in respect of his, her or its Shares with respect to the Covered Proposals. For the avoidance of doubt, the proxy granted by Holder under this Section 2(c) shall only pertain to

2

matters concerning the Covered Proposals and Holder does not grant to Parent a proxy with respect to any other matter or the matters contemplated by the last two sentences of Section 2(a). SUBJECT TO THE PROVISIONS SET FORTH IN SECTION 4 HEREOF, THIS PROXY AND POWER OF ATTORNEY IS IRREVOCABLE AND COUPLED WITH AN INTEREST. Upon the execution of this Agreement, Holder hereby revokes any and all prior proxies or powers of attorney given by Holder with respect to voting of the Shares on the Covered Proposals and agrees not to grant any subsequent proxies or powers of attorney with respect to the voting of the Shares on any Covered Proposal until after the Expiration Date. Holder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon Holder’s execution and delivery of this Agreement and Holder’s granting of the proxy contained in this Section 2(c). Holder hereby affirms that the proxy granted in this Section 2(c) is given in connection with the execution of the Merger Agreement, and that such proxy is given to secure the performance of the duties of Holder under this Agreement.

3. Representations, Warranties and Covenants of Holder. Holder hereby represents, warrants and covenants to Parent that Holder (i) is the beneficial owner of the Shares (within the meaning of Rule 13d-3 under the Exchange Act), which, at the date of this Agreement and at all times up until the Expiration Date, will be free and clear of any liens, claims, options, charges or other encumbrances (other than those created by this Agreement) and (ii) as of the date hereof does not own of record or beneficially any shares of outstanding capital stock of the Company other than the Shares (excluding shares as to which Holder currently disclaims beneficial ownership in accordance with applicable law). Holder has the legal capacity, power and authority to enter into and perform all of Holder’s obligations under this Agreement (including under the proxy granted in Section 2(c) above). This Agreement (including the proxy granted in Section 2(c) above) has been duly and validly executed and delivered by Holder and constitutes a valid and binding agreement of Holder, enforceable against Holder in accordance with its terms, subject to (a) laws of general application relating to bankruptcy, insolvency and the relief of debtors and (b) rules of law governing specific performance, injunctive relief and other equitable remedies.

4. Termination. This Agreement and the proxy delivered in connection herewith shall terminate and shall have no further force and effect as of the earliest to occur of (i) the date of termination of the Merger Agreement in accordance with the terms and provisions thereof, (ii) upon the effectiveness of any amendment, modification or supplement to the Merger Agreement, which amendment, modification or supplement would (A) reduce the amount or change the form or composition of the Merger Consideration payable in the Merger, or (B) create any additional condition to completion of the Merger, and (iii) the Effective Time (the earlier of such dates, the “Expiration Date”).

5. Fiduciary Duties. Notwithstanding anything in this Agreement to the contrary: (i) Holder makes no agreement or understanding herein in any capacity other than in Holder’s capacity as a beneficial owner of the Shares, (ii) nothing in this Agreement shall be construed to limit or affect Holder’s rights and obligations as a director, officer, or other fiduciary of the Company, and (iii) Holder shall have no liability to Parent, Merger Sub or any of their Affiliates under this Agreement as a result of any action or inaction by Holder acting in his capacity as a director, officer, or other fiduciary of the Company.

3

6. No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Parent or any of its Affiliates any direct or indirect ownership or incidence of ownership of or with respect to any Shares. All rights, ownership and economic benefit of or relating to the Shares shall remain vested in and belong to Holder, and Parent shall have no authority to manage, direct, superintend, restrict, regulate, govern or administer any of the policies or operations by the Company or exercise any power or authority with respect to Holder in the voting of any of Shares, except as specifically provided herein.

(a) Notices. All notices and other communications hereunder shall be in writing and shall be deemed duly given (a) on the date of delivery if delivered personally, or if by facsimile or email, upon written confirmation of receipt by facsimile, email or otherwise (provided that any notice received by facsimile transmission, email or otherwise at the addressee’s location on any day that is not a Business Day or on any Business Day after 5:00 pm (local time) shall be deemed to have been received at 9:00 am (local time) on the next Business Day), (b) on the first Business Day following the date of dispatch if delivered utilizing a next- day service by a recognized international next-day courier, or (c) on the earlier of confirmed receipt or the fifth Business Day following the date of mailing if delivered by registered or certified mail, return receipt postage requested, postage prepaid. All notices hereunder shall be delivered to the addresses on the signature pages set forth below, or pursuant to such other instructions as may be designated in writing by the party to receive such notice.

(b) Entire Agreement. This Agreement constitutes the entire agreement, and supersedes all prior written agreements, arrangements, communications and understandings and all prior and contemporaneous oral agreements, arrangements, communications and understandings between the parties with respect to the subject matter hereof.

(c) Governing Law. This Agreement and all disputes or controversies arising out of or relating to this Agreement or the transactions contemplated hereby shall be governed by, and construed in accordance with, the internal laws of the State of New York, without regard to the laws of any other jurisdiction that might be applied because of the conflicts of laws principles of the State of New York, provided, that the laws of the State of Oregon shall govern with respect to Oregon corporate law issues.

(d) Submission to Jurisdiction. Each of the parties irrevocably agrees that any action arising out of or relating to this Agreement or the transactions contemplated hereby brought by any party or its Affiliates against any other party of its Affiliates shall be brought and determined exclusively in any New York state court sitting in the Borough of Manhattan (and if jurisdiction in the New York state courts sitting in the Borough of Manhattan shall be unavailable, the Federal courts of the United States of America sitting in the Southern District of New York). Each of the parties hereby irrevocably submits to the jurisdiction of the aforesaid courts for itself and with respect to its property, generally and unconditionally, with regard to any such action arising out of or relating to this Agreement and the transactions contemplated hereby. Each of the parties hereto agrees not to commence any action arising out of or relating to this Agreement or the transactions contemplated hereby except in the courts described above in any New York state court sitting in the Borough of Manhattan (and if jurisdiction in the New

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York state courts sitting in the Borough of Manhattan shall be unavailable, the Federal courts of the United States of America sitting in the Southern District of New York), other than actions in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any such court in any New York state court sitting in the Borough of Manhattan (and if jurisdiction in the New York state courts sitting in the Borough of Manhattan shall be unavailable, the Federal courts of the United States of America sitting in the Southern District of New York) as described herein. Each of the parties hereto further agrees that notice as provided herein shall constitute sufficient service of process and the parties further waive any argument that such service is insufficient. Each of the parties hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any action arising out of or relating to this Agreement or the transactions contemplated hereby, (a) any claim that is not personally subject to the jurisdiction of the courts in any New York state court sitting in the Borough of Manhattan (or if jurisdiction in the New York state courts sitting in the Borough of Manhattan shall be unavailable, the Federal courts of the United States of America sitting in the Southern District of New York) as described herein for any reason, (b) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (c) that (i) the action in any such court is brought in an inconvenient forum, (ii) the venue of such action is improper or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

(e) Amendment or Supplement. This Agreement may not be amended, modified or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument in writing, signed by each of the parties.

(f) Assignment; Successors. Neither this Agreement nor any of the rights, interests or obligations under this Agreement may be assigned or delegated, in whole or in part, by operation of law or otherwise, by either party without the prior written consent of the other party, and any such assignment without such prior written consent shall be null and void. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the parties and their respective permitted successors and assigns.

(g) Enforcement. The parties hereto agree that that irreparable damage would occur and the parties hereto would not have an adequate remedy at law in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. Accordingly, the parties hereto agree that each party shall be entitled to seek specific performance of the terms hereof, including an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement. Each of the parties hereto hereby further waives (a) any defense in any action for specific performance that a remedy at law would be adequate and (b) any requirement under any law to post security as a prerequisite to obtaining equitable relief.

(h) Severability. Whenever possible, each provision or portion of any provision of this Agreement shall be interpreted in any manner as to be effective and valid under applicable law, but if any provision or portion of any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any

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jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or portion of any provisions in such jurisdiction, and this Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision or portion of any provision had never been contained herein.

(i) Waiver of Jury Trial. EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE OUT OF OR RELATE TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY HERETO CERTIFIES AND ACKNOWLEDGES THAT (a) NO AGENT, ATTORNEY OR OTHER REPRESENTATIVE OF ANY OTHER PARTY HERETO HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SEEK TO ENFORCE THE FOREGOING WAIVER, (b) EACH PARTY HERETO UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (c) EACH PARTY HERETO MAKES THIS WAIVER VOLUNTARILY AND (d) EACH PARTY HERETO HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 8(i).

(j) Counterparts. This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same instrument and shall become effective when one or more counterparts have been signed by each of the parties and delivered by Parent, on one hand, and Holder, on the other hand, to the other. Signatures to this Agreement transmitted by facsimile transmission, by electronic mail in PDF form, or by any other electronic means designed to preserve the original graphic and pictorial appearance of a document, will be deemed to have the same effect as physical delivery of the paper document bearing the original signatures.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the parties have caused this Voting Agreement to be duly executed on the date first above written.

Signature Page to Voting Agreement

EXHIBIT 3

JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)(1)

This agreement is made pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (the “Act”) by and among the parties listed below, each referred to herein as a “Joint Filer.” The Joint Filers agree that a statement of beneficial ownership as required by Section 13(d) of the Act and the Rules thereunder may be filed on each of their behalf on Schedule 13D or Schedule 13G, as appropriate, and that said joint filing may thereafter be amended by further joint filings. The Joint Filers state that they each satisfy the requirements for making a joint filing under Rule 13d-1.

Dated: September 16, 2015