SCHEDULE 14A
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No. ___)
Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check
the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
[x] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12
Globe Business Resources, 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):
[x] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
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:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identity 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.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
<PAGE>
(LOGO)
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held July 20, 1999
Dear Shareholder:
We are pleased to invite you to attend our Annual Shareholders' Meeting,
which will be held at the Company's Corporate Headquarters, 11260 Chester Road,
Suite 400, Cincinnati, Ohio 45246 on July 20, 1999 at 9:00 a.m. Eastern Time.
The purposes of this Annual Meeting are:
1. To elect five Directors to serve for the next year;
2. To amend the Globe 1998 Stock Option and Incentive Plan;
3. To ratify the appointment of PricewaterhouseCoopers LLP as the Company's
independent public accountants for fiscal year 2000; and
4. To transact such other business as may properly come before the meeting or
any adjournment thereof.
Our officers and directors will be available to discuss the Company's
operations with you and answer your questions regarding Globe.
Yours truly,
David D. Hoguet
Chairman of the Board of Directors
Dated: May 26, 1999
Whether or not you plan to attend the meeting, please vote, sign and promptly
return your proxy card in the enclosed envelope. Proxies may be revoked by
written notice of revocation, the submission of a later proxy, or by attending
the meeting and voting in person. If you wish to attend the meeting, but your
shares are held in the name of a broker, trust, bank or other nominee, you
should bring with you a proxy or letter from the broker, trustee, bank or
nominee confirming your beneficial ownership of the shares.
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(LOGO)
GLOBE BUSINESS RESOURCES, INC.
11260 Chester Road
Suite 400
Cincinnati, Ohio 45246
Telephone 513.771.8287
P R O X Y S T A T E M E N T
Annual Meeting of Shareholders
July 20, 1999
Introduction
The Board of Directors of Globe Business Resources, Inc. is requesting your
Proxy for use at the Annual Meeting of Shareholders on July 20, 1999, and at any
adjournment thereof. The approximate mailing date of this Proxy Statement and
the accompanying Proxy Card is May 28, 1999.
Voting at the Meeting
General
Shareholders may vote in person or by proxy. Proxies may be revoked at any
time by filing with the Company either a written revocation or a duly executed
Proxy Card bearing a later date or by appearing at the meeting and voting in
person. All shares will be voted as specified on each properly executed Proxy
Card. If no choice is specified, the shares will be voted as recommended by the
Board of Directors in favor of Items 2 and 3 and for the nominees for directors
named herein. If any other matters come before the Meeting or any adjournment,
each proxy will be voted in the discretion of the individuals named as proxies
on the card. Abstentions, shares not voted and broker non-votes will have no
effect on any vote taken at the meeting.
As of May 1, 1999, Globe had 4,797,489 shares of Common Stock issued and
outstanding. Each share is entitled to one vote. Only shareholders of record at
the close of business on the record date of May 24, 1999, are entitled to notice
of and to vote at the meeting.
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<PAGE>
Principal Shareholders
The following are the only shareholders known by the Company to own
beneficially 5% or more of its outstanding Common Stock as of May 1, 1999:
Name of Amount and Nature of Percent
Beneficial Owner Beneficial Ownership of Class
- ---------------- -------------------- --------
David D. Hoguet 777,532 (a)(b)(c) 16.2%
11260 Chester Road, Suite 400
Cincinnati, Ohio 45246
Blair D. Neller 711,709 (b)(c) 14.8%
340 E. Palm Lane, Suite 230
Phoenix, Arizona 85004
Alvin Z. Meisel 383,428 (b) 8.0%
1650 Central Parkway
Cincinnati, Ohio 45210
Wellington Management Company 361,800 (d) 7.5%
75 State Street
Boston, Massachusetts 02109
(a) Includes 46,751 shares held as custodian for Mr. Hoguet's two minor
children.
(b) Includes outstanding exercisable options for the purchase of shares of
Common Stock of 6,000 each for Messrs. Hoguet and Neller and 2,000 for Mr.
Meisel.
(c) Includes 67 shares for Mr. Hoguet and 66 shares for Mr. Neller that are
held in the Company's 401(k) savings plan.
(d) Based solely on information contained in filings with the Securities and
Exchange Commission.
Proposal Regarding Election of Directors
The Board is nominating for re-election all of the current directors,
namely David D. Hoguet, Blair D. Neller, Alvin Z. Meisel, William R. Griffin and
Thomas C. Parise.
All directors elected at the Annual Meeting will be elected to hold office
until the next annual meeting. Should any of the nominees become unable to
serve, proxies will be voted for any substitute nominee designated by the Board.
Nominees receiving the highest number of votes cast for the positions to be
filled will be elected.
Information About Nominees
Mr. Hoguet, 47, has been Chairman of the Board and Chief Executive Officer
of the Company since April 1990. From 1986 to 1990, he served as President of
the Company and its predecessor businesses. He has been a director since 1988.
Prior to joining Globe, Mr. Hoguet was Vice President of Finance, Treasurer and
a director of Chemed Corporation. Mr. Hoguet is currently a director of the
International Furniture Rental Association, serving a three-year term from May
1997 through May 2000. He served as the Association's Chairman from May 1993 to
March 1994 and as its President from March 1991 to May 1993. Mr. Hoguet is a
founder of the Company.
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<PAGE>
Mr. Neller, 46, joined the Company as Executive Vice President in April
1989 and has been President and Chief Operating Officer since April 1990 and a
director since 1989. Prior to joining Globe, Mr. Neller was a Vice President in
the Consumer Markets Division of Merrill Lynch & Co. Mr. Neller was a director
of the International Furniture Rental Association from May 1995 through May
1997. Mr. Neller is a founder of the Company.
Mr. Meisel, 70, has been President of The Globe Furniture Company (d/b/a
Globe Furniture Galleries), a furniture retailer located in Cincinnati, since
1959. Mr. Meisel is a founder of the Company. Mr. Meisel has been a director of
the Company since 1989.
Mr. Griffin, 55, is the former President of Roto-Rooter, Inc., a provider
of sewer and drain cleaning services, a position he held from May 1985 until
September 1996. From May 1991 until September 1996, Mr. Griffin was also an
Executive Vice President of Chemed Corporation. Mr. Griffin is currently a
private investor. Mr. Griffin is also a director of Diamond Home Services, Inc.
Mr. Griffin has been a director of the Company since 1996.
Mr. Parise, 44, is the former President of Inter-Tel, Incorporated, a
designer and manufacturer of voice and data communication systems and network
services, a position he held from January 1991 until April 1998. Mr. Parise
served in various other capacities with Inter-Tel from March 1981 through
January 1990. He currently serves as a consultant to Inter-Tel. Mr. Parise has
been a director of the Company since 1996.
None of the officers or directors is related except that Mr. Hoguet is Mr.
Meisel's son-in-law.
Proposal to Amend the Globe 1998 Stock Option and Incentive Plan
The Board is recommending that the Company's 1998 Stock Option and
Incentive Plan be amended in several respects. As adopted, the Plan provides for
the grant of options to purchase 150,000 shares. As the Company has grown over
the past year, it has continued to issue options to the point that there are
89,250 shares remaining available for grant under that Plan. A total of 34,614
shares are also available for grant under other plans previously adopted. The
Board of Directors considers it advisable for Globe to have additional shares
available in order to provide option grants designed to attract and retain key
employees. Therefore, it is proposing that the Plan be amended to increase the
number of shares authorized for grants from 150,000 to 300,000. The Plan
currently provides that all options are to be granted with exercise prices of
not less than 95% of the last closing sale price of the Common Stock reported
prior to the date of grant. The Company has never issued an option at less than
fair market value, therefore the amendment being proposed requires that all
options are to be granted at a price not less than 100% of the last closing sale
price of Common Stock reported prior to the date of grant. In order to increase
the flexibility of the Plan, the amendment being proposed increases the maximum
number of shares that may be granted to any one person during any fiscal year
from 20,000 to 50,000. The Plan presently provides that it be administered by a
committee of three or more directors. At the time of adoption of the Plan, Ohio
law required that all committees have at least three directors; however the law
has been changed to allow committees of two or more directors to be formed.
Accordingly, the amendment being proposed also recognizes this change in the law
by allowing the committee to be composed of two or more directors. Finally, the
amendment deletes from the plan provisions that allow the option price to be
paid by withholding from the number of shares issuable upon exercise of an
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option that number of shares with a fair market value equal to the exercise
price for the option. Instead, payment of the option price would be made either
in cash or by a tender of Common Stock of Globe which has been owned at least
six months at a fair market value equal to the purchase price or by a
combination of cash and shares.
The 1998 Plan is administered by a committee appointed by the Board of
Directors. That Committee evaluates the duties of employees and their present
and potential contributions to the Company and such other factors as it deems
relevant in determining key persons to whom options will be granted and the
number of shares covered by such grants. All employees of the Company are
eligible to be considered by the Committee for the grant of options.
Options may be granted for varying periods of up to ten years. Options may
be granted either as Incentive Stock Options designed to provide certain tax
benefits under the Internal Revenue Code or as Non-Qualified Options without
such benefits. However, persons who beneficially own 10% or more of the
Company's outstanding Common Stock may not be granted incentive options for
terms exceeding five years and their exercise prices must be at least 110% of
market value at the time of grant.
The right to exercise options will vest according to a schedule determined
at the time of grant which generally is at the rate of 25% per year commencing
on the first anniversary of the date of grant, with this right to exercise
cumulative to the extent not utilized in prior periods. Options granted under
the Plan will not become exercisable until one year from the date of grant. The
Committee is empowered to grant options with different vesting provisions. If
the employment of a person holding an option is terminated for any reason other
than death, total permanent disability or retirement, the option terminates.
Persons who receive options incur no federal income tax liability at the
time of grant.
Persons exercising Non-Qualified Options recognize taxable income and the
Company has a tax deduction at the time of exercise to the extent of the
difference between market price on the day of exercise and the exercise price.
Persons exercising Incentive Stock Options do not recognize taxable income
until they sell the stock. Sales within two years of the date of grant or one
year of the date of exercise result in taxable income to the holder and a
deduction for the Company, both measured by the difference between the market
price at the time of sale and the exercise price. Sales after such period are
treated as capital transactions to the holder and the Company receives no
deduction.
The affirmative vote of a majority of votes cast at the meeting is required
to approve the amendments to the Globe 1998 Stock Option and Incentive Plan.
Ratification of Appointment of Accountants
The Audit Committee of the Board of Directors has appointed
PricewaterhouseCoopers LLP as its independent public accountants for the fiscal
year ending February 29, 2000. PricewaterhouseCoopers LLP (and formerly Price
Waterhouse LLP) has been the independent accounting firm for the Company since
1989. Although not required by law, the Board is seeking shareholder
ratification of this selection. The affirmative vote of a majority of votes cast
at the meeting is required for ratification. If ratification is not obtained,
the Board intends to continue the employment of PricewaterhouseCoopers LLP at
least through fiscal 2000. Representatives of PricewaterhouseCoopers LLP are
expected to be present at the Shareholders' Meeting and will be given an
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opportunity to comment, if they so desire, and to respond to appropriate
questions that may be asked by shareholders.
Other Matters
Any other matters considered at the Meeting including adjournment will
require the affirmative vote of a majority of shares voting.
Shareholder Proposals
Shareholders who desire to have proposals included in the Notice for the
Shareholders' Meeting to be held in 2000 must submit their proposals in writing
to Globe Business Resources, Inc., Attention Secretary, at its Corporate
Headquarters on or before January 29, 2000.
The form of Proxy for this meeting grants authority to the designated
proxies to vote in their discretion on any matters that come before the meeting
except those set forth in the Company's Proxy Statement and except for matters
as to which adequate notice is received. In order for notice to be deemed
adequate for the 2000 Annual Shareholders' Meeting, it must be received prior to
April 13, 2000. If there is a change in the anticipated date of next year's
annual meeting or these deadlines by more than 30 days, notification will be
supplied through Form 10-Q filings.
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Securities Ownership
The following table sets forth certain information known to the Company
with respect to beneficial ownership of the Company's Common Stock as of May 1,
1999 by each director, each executive officer named in the Summary Compensation
Table and by all directors and executive officers as a group.
Common Stock
Beneficially Owned
Name Amount Percentage
---- ------------------ ------------------
David D. Hoguet 777,532 (1)(2)(3) 16.2
Blair D. Neller 711,709 (2)(3) 14.8
Alvin Z. Meisel 383,428 (2) 8.0
William R. Griffin 3,500 (2) *
Thomas C. Parise 4,000 (2) *
Jeffery D. Pederson 8,534 (2)(3)(4) *
Christopher S. Gruenke 875 (5) *
George S. Quay IV 180 (3) *
All Executive Officers
and Directors as a
Group (14 Persons) 1,980,172 (6) 40.9
- --------------------------------
* Less than one percent
(1) Includes 46,751 shares held as custodian for Mr. Hoguet's two minor
children.
(2) Includes outstanding exercisable stock options for the purchase of shares
of common stock of 6,000 each for Messrs. Hoguet and Neller, 2,000 each for
Messrs. Meisel, Griffin and Parise, and 7,500 for Mr. Pederson.
(3) Includes 67 shares for Mr. Hoguet, 66 shares for Mr. Neller, 62 shares for
Mr. Pederson, and 77 shares for Mr. Quay that are held in the Company's
401(k) savings plan.
(4) Does not include 2,964 restricted shares. One half of the shares vest on
each of October 16, 1999 and 2000. Mr. Pederson has no rights in such
shares until vested.
(5) Consists solely of exercisable stock options for the purchase of shares of
common stock.
(6) Includes outstanding exercisable stock options for the purchase of shares
of common stock and shares held in the Company's 401(k) savings plan.
Board of Director Actions
The Board of Directors met four times, had four telephonic meetings, and
took action in writing on five occasions, during fiscal 1999.
The Audit Committee, composed of Messrs. Parise (Chairman), Griffin and
Meisel reviews the Company's internal accounting operations. It also recommends
the employment of independent accountants and reviews the relationships between
the Company and its outside accountants. The Committee met one time during
fiscal 1999.
The Compensation Committee establishes compensation levels for management
and administers the Company's Stock Option Plans. Current members of the
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Compensation Committee are Messrs. Griffin (Chairman), Meisel and Parise. The
Committee met two times during fiscal 1999 and took action in writing on one
occasion.
The Directors Stock Option Committee, composed of Messrs. Hoguet
(Chairman), Neller and Meisel, administers the Directors Stock Option Plan. The
Committee meets only if amendments to the Directors Stock Option Plan are
recommended or required. The Committee held no meetings in fiscal 1999.
The Company does not have a nominating or executive committee.
Directors who are not employees of the Company receive $12,500 per year for
serving as a director and a member of committees, plus $750 for each director's
meeting attended and $250 for each director's meeting held by telephone.
Committee members receive $750 per committee meeting attended, unless the
committee meeting occurs on the same day as a director's meeting, in which case
the committee member will receive only the director's meeting fee. Non-employee
directors also receive an immediately exercisable option for the purchase of
1,000 shares of Globe common stock, annually, upon election to the Board of
Directors, pursuant to the 1997 Directors Stock Option Plan. Directors who are
employees of the Company are not separately compensated for serving as
Directors.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 requires Globe's
executive officers, directors and persons who own more than 10% of a registered
class of Globe's equity securities to file reports of ownership and changes in
ownership with the Securities and Exchange Commission and to furnish Globe with
copies of these reports. Based on a review of the copies of such reports
received by it, and upon written representation from certain reporting persons
that no reports were required, Globe believes that all of its executive
officers, directors and 10% shareholders complied with the Section 16 reporting
requirements during fiscal 1999, with the exception of the following instances
noted below.
The Company learned, subsequent to filing the prior year proxy statement,
that certain officers inadvertently failed to file, on a timely basis, certain
Form 4 related transactions. Specifically, Barbara Hemmelgarn, a former Vice
President, reported on her June 1998 Form 4 the January 1998 sale of 504 shares
of stock. Lyle Tomlinson, Senior Regional Vice President, reported on his June
1998 Form 4 the January 1998 sale of 2,000 shares of stock.
In fiscal year 1999, Victoria Chester, former Senior Vice President,
inadvertently omitted from her October 1998 Form 4, the October 1998 exercise of
options for 500 shares of stock and the sale of 344 shares of stock. This form
was amended and restated on the November 1998 Form 4.
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Executive Compensation
The following table presents certain data regarding the compensation of the
Company's five most highly compensated executive officers for fiscal 1999.
<TABLE>
<CAPTION>
Long-Term
Annual Compensation Compensation Awards
------------------------------------- -------------------------
Other Number of
Annual Securities Restricted
Name and Compensation Underlying Stock
Principal Position Year Salary Bonus (1) Options Award (2)
------------------ ---- ------- ------ ------------ ----------- ----------
<S> <C> <C> <C> <C> <C> <C>
David D. Hoguet 1999 $265,800 $80,000 $ 2,596 10,000 -
Chairman of the 1998 249,969 - 2,497 6,000 -
Board of Directors, 1997 239,149 60,000 2,046 6,000 -
Chief Executive
Officer
Blair D. Neller 1999 $265,800 $80,000 $ 2,596 10,000 -
President, Chief 1998 249,969 - 2,497 6,000 -
Operating Officer 1997 239,149 60,000 2,046 6,000 -
Jeffery D. Pederson 1999 $166,385 $57,188 $22,190 10,000 -
Executive Vice 1998 138,615 65,000 1,862 6,000 $100,035
President 1997 93,500 12,000 1,274 9,000 -
Christopher S. Gruenke 1999 $111,036 $34,813 $ 275 5,000 -
Vice President & Chief 1998 42,308 20,000 - 3,500 -
Information Officer (3) 1997 - - - - -
George S. Quay IV 1999 $95,000 $34,813 $21,428 6,500 -
Vice President & 1998 - - - - -
Director 1997 - - - - -
of National
Sales (4)
<FN>
(1) Represents matching contributions made by the Company under its 401(k)
savings plan and term life insurance premiums. In the case of Mr. Pederson
and Mr. Quay the 1999 amount also includes relocation expenses.
(2) On October 16, 1997 Mr. Pederson received a grant of 4,446 restricted
shares of Globe common stock, pursuant to the 1997 Stock Option and
Incentive Plan. Vesting is over 3 years. At present 2,964 shares have not
yet vested.
(3) Mr. Gruenke was employed by the Company in October 1997.
(4) Mr. Quay was employed by the Company in June 1998.
</FN>
</TABLE>
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Option Grants in Last Fiscal Year
<TABLE>
<CAPTION>
Number of Percent of Potential Realizable
Securities Total Options Value at Assumed
Underlying Granted to Exercise Annual Rates of Stock
Options Employees in Price Expiration Price Appreciation
Name Granted (1) Fiscal Year (per share) Date for Option Term (2)
- --------------------- ----------- ----------- ----------- ---------- ---------------------
5% 10%
------- ---------
<S> <C> <C> <C> <C> <C> <C>
David D. Hoguet 10,000 5.9% $13.1875 10/29/08 $82,935 $210,175
Blair D. Neller 10,000 5.9% $13.1875 10/29/08 $82,935 $210,175
Jeffery D. Pederson 10,000 5.9% $13.1875 10/29/08 $82,935 $210,175
Christopher S. Gruenke 5,000 2.9% $13.1875 10/29/08 $41,468 $105,087
George S. Quay IV 3,500 2.0% $14.5000 06/01/08 $31,916 $ 80,882
3,000 1.8% $13.1875 10/29/08 $24,881 $ 63,052
<FN>
(1) Options are exercisable at the rate of 25% per year commencing one year
after grant.
(2) Amounts represent hypothetical gains that could be achieved for the
respective options if exercised at the end of the option term. The
potential realizable values shown are net of the option exercise price, but
do not include deductions for taxes. The actual realizable values, if any,
on the stock option exercises will depend on the future performance of the
Common Stock, the optionee's continued employment through applicable
vesting periods and the date on which the options are exercised.
</FN>
</TABLE>
Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End Option
Values
<TABLE>
<CAPTION>
Number of Securities
Shares Underlying Value of Unexercised
Acquired Value Unexercised Options In-the-Money Options
Name on Exercise Realized at Fiscal Year End at Fiscal Year End
- ---- ----------- -------- ---------------------------- -----------------------------
Exercisable Unexercisable Exercisable Unexercisable
----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
David D. Hoguet - - 4,500 17,500 $7,313 $14,813
Blair D. Neller - - 4,500 17,500 $7,313 $14,813
Jeffery D. Pederson - - 6,000 19,000 $26,719 $34,219
Christopher S. Gruenke - - 875 7,625 - $3,750
George S. Quay IV - - - 6,500 - $2,250
</TABLE>
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Report of the Compensation Committee of the Board of Directors on Executive
Compensation
The Compensation Committee establishes, oversees and directs the executive
compensation policies of the Company and administers the Company's stock option
plans. The Committee consists of the Company's three independent outside
directors, none of whom is or was an officer or employee of the Company.
Compensation for executives is based on the principles that compensation
must (i) be competitive with other quality companies in order to attract,
motivate and retain the exceptional individuals needed to lead and grow the
Company's business; (ii) provide a strong incentive for key executives to
achieve the Company's goals; and (iii) make prudent use of the Company's
resources and provide enhanced value to shareholders.
The Committee believes that variable at-risk compensation should make up a
significant portion of executive compensation, and therefore, ties compensation
to the achievement of Company and individual performance objectives. Executive
compensation consists primarily of an annual salary, bonuses linked to objective
performance standards and long-term equity-based compensation.
The annual salaries of the Company's executive officers are set at levels
designed to attract, retain and motivate exceptional individuals by rewarding
them for both individual and Company performance. The Committee reviews the
annual salary of each executive officer in relation to that officer's
performance, previous salary and the general market conditions and trends and
then makes appropriate adjustments. The Committee intends to review executive
compensation annually and to revise salaries based on each executive officer's
past performance, expected future performance and the scope and nature of the
officer's responsibilities, including expected changes in those
responsibilities.
The Committee believes that a significant portion of the executive
compensation should be related to both the financial results of the Company and
the specific performance of the individual. Every fiscal year, the Committee
establishes a bonus plan for each executive officer based on the Company's
financial performance as well as individual operating and strategic objectives.
Typical operating objectives focus on earnings growth.
The Company has employee stock incentive plans in order to offer key
employees the opportunity to acquire an equity interest in the Company and
thereby align the interests of these employees more directly with the long-term
interest of shareholders. Awards under these employee plans have to date been in
the form of stock options, except for one restricted stock award. Nonqualified
stock options having a fixed exercise price and vesting ratably over a four year
period were granted to executive officers and other key employees during fiscal
1999.
At its meeting on October 29, 1998, the Committee reviewed officers'
salaries and established salary levels for the succeeding year based on their
evaluation of the officers' performance during the past year. At its meeting on
April 23, 1999, the Committee reviewed formula-based 1999 bonus plans that had
been prepared by management and awarded bonuses to officers. All bonus awards
were per the plan. Bonuses shown in the executive compensation table reflect the
application of this plan. The Committee also approved bonus formulas for fiscal
2000, which set up certain targets based on earnings per share, regional
operating profit and sales growth and asset utilization targets, as well as
individual operating and strategic objectives.
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The Committee determined the annual compensation of Mr. Hoguet, the
Chairman and Chief Executive Officer of the Company, in accordance with the
principles discussed above.
Section 162(m) of the Internal Revenue Code imposes a $1 million limit on
the deductibility of compensation paid to executive officers of public
companies. The Committee noted that none of the executive officers had
compensation in excess of this limit in fiscal 1999.
Compensation Committee
William R. Griffin, Chairman
Alvin Z. Meisel
Thomas C. Parise
Certain Transactions
On January 20, 1998, the Company loaned $100,000 to Jeffery D. Pederson,
Executive Vice President, pursuant to a promissory note. Interest accrues at the
rate of 7.5% per annum and is payable annually on the anniversary date of the
note. The principal amount is payable on the third anniversary date of the note.
The loan was issued in connection with Mr. Pederson's relocation to Cincinnati,
Ohio.
On May 1, 1998 the Company purchased for resale Jeffery D. Pederson's home
for $328,000, also in connection with his relocation to Cincinnati, Ohio. The
home was subsequently sold on September 4, 1998. The Company waived its right to
offset the shortfall on the sale of Mr. Pederson's home (approximately $10,000)
against the shares of restricted stock granted to him in October 1997.
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Stockholder Return Performance Graph
The following graph compares the percentage change in cumulative total
stockholder return on Globe's Common Stock against the cumulative total return
of the Standard & Poor's 500 Index and the Dow Jones Other Industrial and
Commercial Services Index from the initial public offering price on February 8,
1996 to February 28, 1999. Cumulative total return to stockholders is measured
by dividing (x), the sum of total dividends for the period (assuming dividend
reinvestment) plus per-share price change for the period, by (y), the share
price at the beginning of the period. The graph is based on an investment of
$100 at the initial public offering price on February 8, 1996 in the Common
Stock in each index.
COMPARISON OF 37 MONTH CUMULATIVE TOTAL RETURN
AMONG GLOBE BUSINESS RESOURCES, INC., THE S & P 500 INDEX
AND THE DOW JONES OTHER INDUSTRIAL & COMMERCIAL SERVICES INDEX
Globe Dow Jones
Measurement Period Business S&P 500 Other Industrial &
(Fiscal Year Covered) Resources, Inc. Index Commercial Services Index
- ---------------------- --------------- ------- -------------------------
Measurement Point -
2/8/96 $100 $100 $100
2/29/96 102 98 99
2/28/97 91 123 106
2/28/98 120 166 137
2/28/99 121 199 139
Graph to be inserted in hard copy; EDGAR cannot recognize/accept the comparison
graph form that printer will insert in place of the above.
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Compensation Committee Interlocks and Insider Participation
Both Meisel Investments, Inc., a corporation owned by Mr. Meisel, and NHA2
Partners, a general partnership owned equally by Messrs. Hoguet and Neller,
leased property to the Company in fiscal 1999. The Company believes that the
terms of all of these leases are similar to those prevailing for comparable
properties which could be obtained from unrelated parties. Globe leased four
properties from Meisel Investments, Inc. throughout fiscal 1999. All four leases
expired April 30, 1999. Two of these leases were renewed for additional
five-year terms ending April 30, 2004, and the other two leases were renewed for
terms of two years or less. The Company entered into one new lease with Meisel
Investments, Inc. in fiscal 1999 that expires on August 31, 2008. The Company
made lease payments in fiscal 1999 of $586,869 to Meisel Investments, Inc. Globe
leased one property from NHA2 Partners in fiscal 1999 and made lease payments of
$10,000. This lease was canceled on March 31, 1998 at no penalty to the Company.
Other Matters
Management is not aware of any other matters to be presented at the meeting
other than those specified in the notice.
By order of the Board of Directors
May 26, 1999 Myron D. Wolf III
Secretary
14
<PAGE>
COMPANY LOGO
Globe Business Resources, Inc.
1999 Annual Meeting of Shareholders
----------------------
Tuesday, July 20, 1999
9:00 A.M.
Company's Corporate Headquarters
11260 Chester Road, Suite 400
Cincinnati, Ohio 45246
PROXY
GLOBE BUSINESS RESOURCES, INC.
ANNUAL MEETING OF SHAREHOLDERS
JULY 20, 1999
The undersigned hereby appoints DAVID D. HOGUET and BLAIR D. NELLER, or either
one of them, proxies of the undersigned, each with the power of substitution, to
vote all shares of Common Stock which the undersigned would be entitled to vote
on the matters specified below and in their discretion with respect to such
other business as may properly come before the Annual Meeting of Shareholders of
Globe Business Resources, Inc. to be held on July 20, 1999 at 9:00 A.M. Eastern
Time at the Company's Corporate Headquarters, 11260 Chester Road, Suite 400,
Cincinnati, Ohio 45246 or any adjournment of such meeting.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE FOLLOWING PROPOSALS:
1. Authority to elect as directors the five (5) nominees listed below:
[ ] FOR [ ] WITHHOLD AUTHORITY
DAVID D. HOGUET, BLAIR D. NELLER, ALVIN Z. MEISEL, WILLIAM R. GRIFFIN AND
THOMAS C. PARISE
WRITE NAME OF ANY NOMINEE(S) FOR WHOM AUTHORITY TO VOTE IS WITHHELD
---------------------------------------------------------------------------
2. Approval of the amendments to the 1998 Stock Option and Incentive Plan.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
(This proxy is continued and is to be signed on the reverse side)
<PAGE>
Globe Business Resources, Inc.
c/o Corporate Trust Services
Mail Drop 1090F5-4129
38 Fountain Square Plaza
Cincinnati, OH 45263
fold and detach here
- --------------------------------------------------------------------------------
3. Ratification of the appointment of PricewaterhouseCoopers LLP as
independent public accountants for fiscal 2000.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
THIS PROXY WILL BE VOTED AS RECOMMENDED BY THE BOARD OF DIRECTORS UNLESS A
CONTRARY CHOICE IS SPECIFIED.
Date
--------------------------------, 1999
--------------------------------------
--------------------------------------
(Important: Please sign exactly
as name appears hereon indicating,
where proper, official position or
representative capacity. In the
case of joint holders, all should
sign.)
THIS PROXY IS SOLICITED ON BEHALF
OF THE BOARD OF DIRECTORS
