SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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 Materials Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
THE VINCAM GROUP, 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:
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(5) Total fee paid:
- --------------------------------------------------------------------------------
[ ] 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 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.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE>
THE VINCAM GROUP, INC.
2850 DOUGLAS ROAD
CORAL GABLES, FLORIDA 33134
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
MAY 15, 1997
Notice is hereby given that the Annual Meeting of Shareholders of The
Vincam Group, Inc. (the "Company") will be held on May 15, 1997 at 1:00 p.m.,
Miami time, at The Miami Airport Hilton, 5101 Blue Lagoon Drive, Miami, Florida,
for the following purposes, as described in the attached proxy statement:
1. To elect a board of five directors to serve until the next
Annual Meeting of Shareholders and until their successors are
elected and qualified.
2. To transact such other business as may properly come before
the meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on March 21,
1997 as the record date for the determination of shareholders entitled to notice
of and to vote at the meeting and at any adjournment thereof. Accordingly, only
shareholders of record at the close of business on that date will be entitled to
vote at the meeting.
Whether or not you expect to be present at the meeting, please sign,
date and return the enclosed proxy in the enclosed postage-free envelope as
promptly as possible.
BY ORDER OF THE BOARD OF DIRECTORS
/S/ ELIZABETH J. KEELER
-------------------------------
ELIZABETH J. KEELER, SECRETARY
April 14, 1997
YOU ARE URGED TO COMPLETE, DATE, SIGN AND PROMPTLY MAIL THE ENCLOSED PROXY IN
THE ACCOMPANYING POSTAGE-FREE ENVELOPE. SHAREHOLDERS WHO EXECUTE A PROXY CARD
MAY ATTEND THE MEETING, REVOKE THEIR PROXY AND VOTE THEIR SHARES IN PERSON.
<PAGE>
THE VINCAM GROUP, INC.
2850 DOUGLAS ROAD
CORAL GABLES, FLORIDA 33134
(305) 460-2350
-------------------------
PROXY STATEMENT
-------------------------
ANNUAL MEETING OF SHAREHOLDERS
MAY 15, 1997
This Proxy Statement has been prepared and is furnished by the Board of
Directors of The Vincam Group, Inc. (the "Company") in connection with the
solicitation of proxies for the Annual Meeting of Shareholders of the Company to
be held on May 15, 1997, and at any adjournment thereof, for the purposes set
forth in the accompanying notice of meeting.
It is anticipated that this Proxy Statement and the accompanying form
of proxy will be mailed to shareholders on or about April 14, 1997. The
Company's Annual Report, including audited financial statements for the fiscal
year ended December 31, 1996, is being mailed or delivered concurrently with
this Proxy Statement. The Annual Report is not to be regarded as proxy
soliciting material.
Only holders of record of the Company's common stock, $.001 par value
(the "Common Stock"), on the books of the Company at the close of business on
March 21, 1997, are entitled to vote at the meeting. On that date, there were
8,574,442 issued and outstanding shares of Common Stock entitled to vote on each
matter to be presented at the meeting. A majority of these shares of Common
Stock will constitute a quorum for the transaction of business at the Annual
Meeting.
Shares represented by a properly executed proxy received in time to
permit its use at the meeting or any adjournment thereof will be voted in
accordance with the instructions indicated therein. If no instructions are
indicated, the shares represented by the proxy will be voted FOR the election of
all nominees for director and in the discretion of the proxy holders as to any
other matter which may properly come before the meeting. A shareholder who has
given a proxy may revoke it at any time before it is voted at the meeting by
giving written notice of revocation to the Secretary, by submitting a proxy
bearing a later date, or by attending the meeting and voting in person.
In determining the presence of a quorum at the Annual Meeting,
abstentions are counted and broker non-votes (instances where brokers are
prohibited from exercising discretionary authority for beneficial owners who
have not returned a proxy) are not. The current Florida Business Corporation Act
(the "Act") and the Company's Amended and Restated Bylaws provide that directors
are elected by a plurality of the votes cast and all other matters are approved
if the votes cast in favor of the action exceed the votes cast against the
action (unless the matter is one for which the Act or the Company's Amended and
Restated Articles of Incorporation require a greater vote). Therefore, as to all
matters to be voted on by shareholders at the Annual Meeting, abstentions and
broker non-votes have no legal effect on whether a matter is approved.
You are requested, regardless of the number of shares you hold, to sign
the proxy and return it promptly in the enclosed envelope.
<PAGE>
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The table below sets forth certain information concerning the
beneficial ownership of shares of Common Stock of the Company as of April 1,
1997 by (i) each person known by the Company to be the owner of more than 5% of
the outstanding shares of Common Stock, (ii) each director, (iii) each Named
Executive Officer (as defined below) and (iv) all officers and directors as a
group.
<TABLE>
<CAPTION>
PERCENTAGE OF
AMOUNT AND NATURE OF OUTSTANDING
NAME OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP(1) SHARES OWNED
------------------------ ----------------------- -------------
<S> <C> <C>
Carlos A. Saladrigas................................................. 2,063,702(2) 24.1%
Jose M. Sanchez...................................................... 2,063,202 24.1
Howard E. Cox, Jr.................................................... 999,999(3) 11.7
Charles M. Hazard, Jr................................................ 999,999(3) 11.7
John H. McArthur..................................................... 19,999(4) *
Jeffrey D. Lamb...................................................... 47,415(5) *
Martin J. Perez...................................................... 0 -
Andrea Velasquez..................................................... 0 -
Greylock Equity Limited Partnership
Greylock Equity GP Limited Partnership
Henry F. McCance .................................................... 999,999(3) 11.7
1 Federal Street
Boston, Massachusetts 02110
Olga M. Saladrigas................................................... 1,061,250(2) 12.4
c/o Saladrigas Heritage Investments, Inc.
2850 Douglas Road
Coral Gables, Florida
All directors and executive officers as a group (11 persons)......... 5,196,517(6) 60.4
- ---------------------------
* Less than 1%.
(footnotes on following page)
</TABLE>
2
<PAGE>
(1) Unless otherwise indicated, the Company believes that all persons named
in the table have sole voting and investment power with respect to all
shares of Common Stock beneficially owned by them. A person is deemed
to be the beneficial owner of securities that can be acquired by such
person within 60 days from the date of this Proxy Statement upon the
exercise of options, warrants or convertible securities. Each
beneficial owner's percentage ownership is determined by assuming that
convertible securities, options or warrants that are held by such
person (but not those held by any other person) and which are
exercisable within 60 days of the date of this Proxy Statement have
been exercised.
(2) These shares include 1,061,250 shares held of record by Saladrigas
Family Limited Partnership, a Florida limited partnership. Carlos A.
Saladrigas and his wife, Olga M. Saladrigas, each own 50% of the voting
securities of Saladrigas Heritage Investments, Inc. ("Heritage
Investments"), a Florida corporation. Heritage Investments is the
general partner of Saladrigas Family Limited Partnership. As equal
shareholders of the corporation that has sole voting and dispositive
power over shares of the Company held by the limited partnership, Mr.
and Mrs. Saladrigas are deemed to share voting and dispositive power
over all such shares.
(3) These shares are held of record by Greylock Equity Limited Partnership
("GELP"). Greylock Equity GP Limited Partnership and Mr. Henry F.
McCance, as the Managing General Partner of Greylock Equity GP Limited
Partnership, each may be deemed to beneficially own, for purposes of
the Securities Exchange Act of 1934, the shares held of record by GELP.
Mr. Cox, a General Partner of Greylock Equity GP Limited Partnership,
and Mr. Hazard, a General Partner of Greylock IX Limited Partnership,
disclaim beneficial ownership of such shares.
(4) Includes 19,999 shares subject to options.
(5) Includes 6,666 shares subject to options.
(6) Includes all shares described in notes (2)-(5) above.
ELECTION OF DIRECTORS
The persons named in the accompanying form of proxy intend to vote all
valid proxies received in favor of the election of each of the persons named
below as nominees for director unless authority is withheld. The five nominees
are currently serving as directors of the Company. To the best of the Company's
knowledge, each of the nominees for director is able, and intends, if elected,
to serve on the Board of Directors. If, prior to the Annual Meeting, any of the
nominees should become unable to serve for any reason, the persons named as
proxies will have full discretion to vote for all other persons who are
nominated. Each director shall be elected by a plurality of the votes cast.
Directors elected at the meeting will serve until the next Annual Meeting of
Shareholders and until their successors are elected and qualified.
CARLOS A. SALADRIGAS, age 48, co-founded the Company in 1984, and is
its Chairman, President and Chief Executive Officer. Before co-founding Vincam
in 1984, Mr. Saladrigas was Executive Vice President of CAC (now owned by
CAC--United Healthcare Plans of Florida), Florida's oldest HMO, and previously
held several positions at PepsiCo, Inc., including that of Director of Corporate
Planning and Vice President of Finance & Administration for PepsiCo's subsidiary
located in Mexico. Mr. Saladrigas holds an M.B.A. with honors from the Harvard
Business School. He is highly active in the efforts of the professional employer
organization ("PEO") industry, having served as President of the National
Association of Professional Employer Organizations and of its Florida chapter.
In addition, in 1991 Mr. Saladrigas was appointed by Florida's governor to serve
a four-year term as a member of the Florida Board of Employee Leasing Companies
(the industry's regulatory authority in Florida), which he chaired during its
first year of operation. Currently, Mr. Saladrigas serves as Vice Chairman of
the Institute for the Accreditation of Professional Employer Organizations, the
industry's independent accrediting organization.
3
<PAGE>
JOSE M. SANCHEZ, age 45, co-founded the Company in 1984, and is the
Vice Chairman of the Board and Area President--South Florida. Before co-founding
Vincam in 1984, he held the position of Vice President of Sales at PepsiCo,
Inc.'s subsidiary in Mexico, where he was responsible for over 1,800 employees
in 35 distribution centers throughout the country, which served in excess of
63,000 customers, as well as having held other management positions with
PepsiCo.
HOWARD E. COX, JR., age 53, has been a director of the Company since
February 1995. He is a general partner of Greylock Equity GP Limited
Partnership, which is the general partner of Greylock Equity Limited Partnership
("Greylock"), a venture capital firm, and has been associated with Greylock and
partnerships affiliated with Greylock for more than 25 years. Mr. Cox is a
director of Stryker Corporation, HPR Inc., Arbor Healthcare Company and AMISYS
Managed Care Systems, Inc.
CHARLES M. HAZARD, JR., age 29, has been a director of the Company
since February 1995. He has been associated with Greylock Management
Corporation, an affiliate of Greylock, since 1994. In 1997, he became a general
partner of Greylock IX Limited Partnership, a Greylock affiliate. Prior to 1994,
he worked as a consultant for Company Assistance Limited, a business consulting
firm located in Warsaw, Poland, and Bain and Company, a business consulting firm
in San Francisco, California.
JOHN H. MCARTHUR, PH.D., age 63, has been a director of the Company
since December 1995. Since 1962, Dr. McArthur has been a member of the faculty
of the Harvard Business School, from which he received a doctorate in business
administration in 1963. Dr. McArthur served as Dean of the Faculty of the
Harvard Business School from 1980 to 1995. Dr. McArthur is a director of Glaxo
Wellcome plc, BCE, Inc., Cabot Corporation, Rohm and Haas Company, and Springs
Industries, Inc.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" ALL
NOMINEES FOR DIRECTOR.
BOARD OF DIRECTORS
MEETINGS AND COMMITTEES OF THE BOARD
The Board of Directors of the Company held eleven meetings during its
fiscal year ended December 31, 1996. The Board has an Audit Committee, a
Compensation Committee and a Stock Option Committee which met three, two and
three times, respectively, during the fiscal year ended December 31, 1996.
During the most recent fiscal year, each director attended all of the meetings
of the Board and any committee on which such director served.
The Audit Committee reviews the scope and results of the annual audit
of the Company's consolidated financial statements conducted by the Company's
independent accountants, the scope of other services provided by the Company's
independent accountants, proposed changes in the Company's financial and
accounting standards and principles, and the Company's policies and procedures
with respect to its internal accounting, auditing and financial controls. The
Audit Committee also examines and considers other matters relating to the
financial affairs and accounting methods of the Company, including selection and
retention of the Company's independent accountants. The Audit Committee is
currently comprised of Howard E. Cox, Jr., Charles M. Hazard, Jr. and John H.
McArthur.
The Stock Option Committee administers the Company's 1995 Stock Option
Plan and 1996 Long Term Incentive Plan including, among other things,
determining the amount, exercise price and vesting schedule of stock
4
<PAGE>
options awarded under the plans. The Stock Option Committee is currently
comprised of Howard E. Cox, Jr., Charles M. Hazard, Jr., and John H. McArthur.
The Compensation Committee administers the Company's other compensation
programs, and performs such other duties as may from time to time be determined
by the Board of Directors. The Compensation Committee is currently comprised of
Howard E. Cox, Jr., John H. McArthur and Carlos A. Saladrigas.
COMPENSATION OF DIRECTORS
The Company pays its current non-employee directors $12,500 per year
and reimburses all directors for the expenses incurred in attending meetings of
the Board of Directors. Directors who are officers of the Company receive no
additional compensation for service as directors. In March 1996, pursuant to the
Company's 1996 Long Term Incentive Plan, the Company granted to each of Messrs.
Cox and Hazard an option to acquire 33,000 shares of Common Stock. Each option
has an exercise price of $8.05 per share and vests over a five year period.
5
<PAGE>
COMPENSATION OF OFFICERS
The following table sets forth the compensation paid by the Company for
services performed on the Company's behalf during the fiscal years ended
December 31, 1995 and 1996 with respect to the Company's Chief Executive Officer
and the Company's most highly compensated executive officers other than the
Chief Executive Officer who served as such on December 31, 1996, and whose total
annual salary and bonus for the fiscal year ended December 31, 1996 exceeded
$100,000 (the "Named Executive Officers").
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
LONG TERM
COMPENSATION
ANNUAL COMPENSATION AWARDS
--------------------------------------------- ------------
SECURITIES
UNDERLYING
OTHER ANNUAL OPTIONS ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION (IN SHARES) COMPENSATION
--------------------------- ---- ------ ----- ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Carlos A. Saladrigas 1996 $ 241,308 $175,000(1) -- 0 $13,704(2)
Chairman of the Board, 1995 $ 250,000 $ 0 $63,219(3) 0 $ 9,980(2)
President and Chief Executive
Officer
Jose M. Sanchez 1996 $ 241,308 $150,000(1) -- 0 $10,694(2)
Vice Chairman, Area 1995 $ 250,000 $ 0 $54,821(3) 0 $11,116(2)
President--South Florida
Jeffrey D. Lamb 1996 $ 153,029 $ 53,334 $56,033(4) 0 0
Senior Vice President-- 1995 $ 56,145 $ 16,666 $36,997(4) 133,333 0
Marketing and Business
Development
Andrea Velasquez 1996 $ 111,923 $ 29,000(5) -- 0 0
Area President--Managed 1995 $ 83,154 $ 8,424 -- 50,000 0
Services Division
Martiniano J. Perez 1996 $ 99,972 $ 25,000 -- 0 0
Vice President and Controller 1995 $ 78,080 $ 5,760 -- 50,000 0
</TABLE>
- ---------------------------------
(1) Includes payment in 1996 of $100,000 pursuant to the Company's Deferred
Compensation Plan. Such deferred compensation was granted by the Board
of Directors in 1993 and vested in 1996. The continued employment of
the executive was a condition to this payment.
(2) Insurance premiums paid by, or on behalf of, the Company during the
covered fiscal year with respect to term life insurance for the benefit
of the named executive officer.
(3) Includes $16,031 in automobile lease payments and $20,000 whole life
insurance premium.
(4) Represents relocation allowance paid to Mr. Lamb.
(5) Includes payment in 1996 of $4,000 pursuant to the Company's Deferred
Compensation Plan. Such deferred compensation was granted by the Board
of Directors in 1993 and vested in 1996. The continued employment of
the executive was a condition to this payment.
6
<PAGE>
OPTION GRANTS. The Company did not grant any options during 1996 to the
executives named in the Summary Compensation Table above.
OPTION EXERCISES AND YEAR-END OPTION VALUES. The following table sets
forth information concerning the value of unexercised options as of December 31,
1996 held by the executives named in the Summary Compensation Table above. No
options were exercised during 1996 by such executives.
<TABLE>
<CAPTION>
AGGREGATE OPTION EXERCISES IN LAST FISCAL YEAR
NUMBER OF SHARES UNDERLYING
UNEXERCISED OPTIONS VALUE OF UNEXERCISED IN-THE-MONEY
AT DECEMBER 31, 1996 OPTIONS AT DECEMBER 31, 1996(1)
------------------------------ ---------------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
Carlos A. Saladrigas............ 0 0 $ 0 $ 0
Jeffrey D. Lamb................. 33,333 100,000 1,362,486 4,087,500
Martin J. Perez................. 0 50,000 0 2,043,750
Jose M. Sanchez................. 0 0 0 0
Andrea Velasquez................ 0 50,000 0 2,043,750
</TABLE>
- ------------------------
(1) Value is based on the difference between the option exercise price and
the fair market value on December 31, 1996 ($43.875 per share)
multiplied by the number of shares underlying the option.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Carlos A. Saladrigas, Jose M. Sanchez and Martiniano J. Perez each
filed a late Form 4 reporting a single transaction. Jeffrey D. Lamb and Phyllis
C. Stockfisch each filed a Form 5 reporting a single late Form 4 transaction.
Miguel A. Maseda and Carlos A. Rodriguez each filed a late Form 3, and Miguel A.
Maseda also filed a Form 5 reporting a single late Form 4 transaction. Olga M.
Saladrigas filed a Form 5 reporting three late Form 4 transactions resulting
from three reported sales of Common Stock by her husband, Carlos A. Saladrigas.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In June 1993, C.P. Investments of Miami, Inc. ("C.P."), a company owned
equally by Carlos A. Saladrigas and Jose M. Sanchez, assigned to the Company an
option (the "Option") to purchase from an unrelated third party the Company's
Coral Gables headquarters facility for an aggregate purchase price of
approximately $ 1.0 million. C.P. received no consideration for the assignment
of the Option, but retained the right to repurchase from the Company the
building for the sum of $1.0 million (the "Repurchase Option"). The value of the
Repurchase Option retained by Messrs. Saladrigas and Sanchez through their
ownership of C.P. was determined to be $700,000 and was recorded as a
distribution to Messrs. Saladrigas and Sanchez in 1993. In February 1995,
Messrs. Saladrigas and Sanchez agreed to cause C.P. to sell the Repurchase
Option to the Company for $700,000, subject to the closing of an initial public
offering of Common Stock. The $700,000 purchase price reflected the difference
between the market value of the building, as established by two independent
third-party appraisals of the building, and its November 1993 purchase price.
The Company purchased the Repurchase Option in May 1996 using a portion of the
proceeds from the Company's initial public offering.
7
<PAGE>
From time to time Messrs. Saladrigas and Sanchez have personally
guaranteed Company indebtedness, including a $1.2 million subordinated
promissory note issued by the Company in January 1995 in connection with a
repurchase by the Company of Common Stock. A portion of the net proceeds of the
Company's initial public offering was used to repay such indebtedness in May
1996. In addition, Messrs. Saladrigas and Sanchez previously guaranteed an
aggregate of $2.0 million of indebtedness under the Company's credit facility,
which guaranties were terminated in connection with the effectiveness of the
Company's current credit facility in June 1996.
REPORT OF THE COMPENSATION COMMITTEE
THE COMMITTEES
The three-member Compensation Committee of the Company's Board of
Directors is responsible for annually recommending to the Board of Directors the
cash compensation payable to the Company's executive officers. Compensation
decisions by the Compensation Committee are submitted to the Board of Directors
for approval. The Stock Option Committee is responsible for the administration
of the Company's stock-based incentive plans. The Compensation Committee and the
Stock Option Committee are collectively referred to in this report as the
"Committees."
The Compensation Committee is comprised of Howard E. Cox, Jr. and John
H. McArthur, each of whom is a non-employee director of the Company, and Carlos
A. Saladrigas, the Chairman and Chief Executive Officer of the Company. Mr.
Saladrigas, Jose M. Sanchez, Vice Chairman of the Company and Area President for
South Florida, and Greylock Equity Limited Partnership beneficially own an
aggregate of 59.8% of the Common Stock of the Company. The Stock Option
Committee is comprised of Howard E. Cox, Jr., Charles M. Hazard, Jr., and John
H. McArthur, all of whom are non-employee directors of the Company.
COMPENSATION STRUCTURE
The key components of the compensation of the Company's Chief Executive
Officer and the other executives named in the Summary Compensation Table are
base salary, annual bonus and stock-based incentives. The objective of the
Company is to create a compensation package for executive officers that is
competitive with compensation payable by comparable professional employer
organizations and with companies of similar size and complexity, as well as to
provide both short term rewards and long term incentives for positive individual
and corporate performance.
Based on his subjective determinations, the Chief Executive Officer
recommends to the Compensation Committee and the Stock Option Committee the
amount of total compensation payable to the executives named in the Summary
Compensation Table other than himself for each fiscal year. The Committees
undertake a subjective review of such recommendations in light of the various
factors discussed below. The Committees set the compensation payable to the
Chief Executive Officer relying on those same factors. The Chief Executive
Officer does not participate in the deliberations of the Committees regarding
his own compensation. Neither the Chief Executive Officer nor the Committees
assign relative values to any factors considered in the compensation process or
set predetermined performance targets for purposes of compensation decisions.
The compensation recommendations of the Chief Executive Officer have
historically been approved by the Committees and the Board of Directors.
The various components of the Company's executive compensation are
discussed below.
8
<PAGE>
SALARIES
The base salaries of the executives named in the Summary Compensation
Table, including the base salary of the Chief Executive Officer of the Company,
are deliberately set at a level the Company believes to be comparable to
salaries paid to executive officers of companies of comparable size. The
objective of the Company is to attract and retain the best possible individuals
while setting compensation at levels which are sufficiently competitive with
companies of similar size and complexity. The base salary is reviewed annually,
primarily for cost of living increases. The base salary of the Chief Executive
Officer has not been significantly adjusted during the past three fiscal years.
BONUSES
The emphasis on annual discretionary bonuses allows the Company greater
flexibility in rewarding favorable individual and corporate performance.
Although there is no specific relationship between the bonus recommendations of
the Chief Executive Officer and the performance of the Company for the 1996
fiscal year, the Compensation Committee considered generally in reviewing such
recommendations the increase in the Company's earnings per common and common
equivalent share for fiscal 1996 and the shareholder return reflected in the
Performance Graph appearing elsewhere in this Proxy Statement, as well as the
increase in Company revenues, client and employee growth and the completion of
two significant acquisitions, among other factors.
STOCK-BASED INCENTIVES
The third component of the Company's executive compensation is
comprised of stock-based incentive plans. The Stock Option Committee considers
the current year's vesting of previously issued shares under the 1995 Stock
Option Plan and the 1996 Long Term Incentive Plan in evaluating the executive
compensation recommendations of the Chief Executive Officer. Whereas the cash
bonus payments are intended to reward positive short term individual and
corporate performance, grants under the stock-based plans are intended to
provide executives with longer term incentives which appreciate in value with
the continued favorable performance of the Company.
THE COMPENSATION COMMITTEE
Howard E. Cox, Jr.
John H. McArthur
Carlos A. Saladrigas
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Prior to February 1996, the Board of Directors did not have a
Compensation Committee, and decisions regarding compensation of executive
officers were made by the Company's Board of Directors. Carlos A. Saladrigas and
Jose M. Sanchez participated in deliberations of the Board of Directors
regarding the compensation of executive officers, including their own. In
February 1996, the Board formed a Compensation Committee comprised of Carlos A.
Saladrigas, Howard E. Cox, Jr. and John H. McArthur. Other than Mr. Saladrigas,
no other member of the Compensation Committee was an officer or employee of the
Company during 1996. Carlos A. Saladrigas and Jose M. Sanchez served as
directors and officers of the Company's wholly owned subsidiaries in 1996. See
"Certain Relationships and Related Transactions" for a discussion of
transactions between the Company and Messrs. Saladrigas and Sanchez.
9
<PAGE>
PERFORMANCE GRAPH
The graph below compares the cumulative total returns (assuming
reinvestment of dividends) of the Company with the Nasdaq Stock Market (U.S.)
Index and a Peer Group Index (as defined below) for the period commencing May
10, 1996 (the date on which trading in the Company's Common Stock commenced) and
ending December 31, 1996. Shareholder returns are calculated based on closing
prices on May 10, 1996 and on the last day of each month thereafter. The graph
assumes that $100 was invested on May 10, 1996 in Company Common Stock, in the
Nasdaq Stock Market (U.S.) Index and in the Peer Group Index.
The Peer Group Index consists of the stock of Digital Solutions, Inc.,
Employee Solutions, Inc. and Barrett Business Services, Inc. Although the
Company does not consider the companies in the Peer Group Index to be direct
competitors operating in all the same lines of business as the Company, such
companies are engaged in employee leasing.
Historical stock price performance shown on the performance graph is
not necessarily indicative of future stock price performance.
<TABLE>
<CAPTION>
5/10/96 5/96 6/96 7/96 8/96 9/96 10/96 11/96 12/96
------- ---- ---- ---- ---- ---- ----- ----- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
The Vincam Group, Inc. $100 $107 $98 $91 $113 $144 $120 $131 $166
The Nasdaq Stock 100 103 99 90 95 102 101 107 107
Market (U.S.) Index
Peer Group Index 100 88 85 87 89 91 105 89 97
</TABLE>
10
<PAGE>
RELATIONSHIP WITH THE COMPANY'S AUDITORS
Representatives of Price Waterhouse LLP, the independent certified
public accountants who audited the Company's financial statements for 1996, are
expected to be present at the Annual Meeting. Such representatives will be
afforded the opportunity to make a statement, if they so desire, and will be
available to respond to appropriate questions from shareholders. The Company has
not yet engaged an independent accountant to perform an audit of the Company's
financial statements for 1997. The Company is not required to obtain shareholder
approval or ratification of its selection of its auditors under the laws of the
State of Florida, and the Audit Committee and the Board of Directors have the
discretion to select the Company's auditors as appropriate.
OTHER MATTERS
The Board of Directors is not aware of any matters to be presented at
the meeting other than the matters described herein and does not intend to bring
any other matters before the meeting. However, if any other matters should come
before the meeting, or any adjournment thereof, the persons named in the
enclosed proxy will have discretionary authority to vote all proxies in
accordance with their best judgment.
SOLICITATION PROCEDURES
The expense of soliciting proxies will be borne by the Company. Proxies
will be solicited principally by mail, but directors, officers and regular
employees of the Company may solicit proxies personally, by telephone or by
facsimile transmission. The Company will reimburse custodians, nominees or other
persons for their out-of-pocket expenses in sending proxy material to beneficial
owners.
SHAREHOLDER PROPOSALS FOR THE
1998 ANNUAL MEETING
Pursuant to Securities and Exchange Commission regulations, in order to
be included in the Company's Proxy Statement for the 1998 Annual Meeting,
shareholder proposals must be received at the principal office of the Company,
2850 Douglas Road, Coral Gables, Florida 33134, Attention: Secretary, no later
than December 15, 1997, as well as meet all other SEC requirements. In addition,
the Company's Amended and Restated Bylaws provide that any shareholder who
desires either to bring a shareholder proposal before an annual meeting or to
present a nomination for director at an annual meeting must give advance notice
to the Company regarding the proposal or nominee. The Bylaws require that
written notice be delivered to the Secretary of the Company not less than 50 nor
more than 90 days prior to the date of the annual meeting at which the proposal
or nomination is to be presented; provided, that if less than 60 days' notice or
prior public disclosure of the date of the 1998 Annual Meeting is given to
shareholders, a shareholder wishing to bring a proposal before the annual
meeting must provide notice to the Company of such proposal not later than the
close of the business on the 10th day following the date on which notice of the
annual meeting was mailed or the date of the annual meeting was publicly
disclosed. Any such shareholder proposal must contain certain information
regarding the shareholder desiring to present a proposal or make a nomination,
as the case may be. A copy of the Bylaws is available upon request from the
Secretary of the Company.
11
<PAGE>
ANNUAL REPORT ON FORM 10-K
THE COMPANY WILL PROVIDE TO THE RECIPIENTS OF THIS PROXY STATEMENT,
UPON WRITTEN REQUEST AND WITHOUT CHARGE, A COPY OF ITS ANNUAL REPORT ON FORM
10-K RELATED TO THE YEAR ENDED DECEMBER 31, 1996. Written requests for the
Company's Form 10-K should be addressed to: The Vincam Group, Inc., Investor
Relations Department, 2850 Douglas Road, Coral Gables, Florida 33134.
Kindly date, sign and return the enclosed proxy card.
By Order of the Board of Directors
/S/ ELIZABETH J. KEELER
----------------------------
ELIZABETH J. KEELER
SECRETARY
12
<PAGE>
THE VINCAM GROUP, INC.
2850 DOUGLAS ROAD
CORAL GABLES, FLORIDA 33134
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Carlos A. Saladrigas and Stephen L.
Waechter, and each of them, with full power of substitution, proxies of the
undersigned to vote all shares of common stock of The Vincam Group, Inc. which
the undersigned would be entitled to vote at the Annual Meeting of Shareholders
to be held on May 15, 1997, or at any adjournment thereof, upon the matters
referred to on the reverse side and, in their discretion, upon any other
business as may come before the meeting.
(CONTINUED AND TO BE SIGNED ON OTHER SIDE)
<PAGE>
A [X] PLEASE MARK YOUR VOTES AS IN THIS EXAMPLE.
1. ELECTION OF DIRECTORS
FOR ALL NOMINEES EXCEPT AS INDICATED [ ]
WITHHOLD AUTHORITY TO VOTE FOR ALL NOMINEES [ ]
(INSTRUCTION: To withhold authority to vote for any individual nominee,
strike a line through that nominee's name in the list at right.)
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE PROPOSAL
NOMINEES: Carlos A. Saladrigas
Jose M. Sanchez
Howard E. Cox, Jr.
Charles M. Hazard, Jr.
John H. McArthur
2. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR THE PROPOSALS SET FORTH HEREIN.
The undersigned acknowledges receipt of the Notice of Annual Meeting of
Shareholders dated on or about April 14, 1997, and the accompanying
Proxy Statement.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Signature(s)________________________ Dated:________, 1997_________________________________Dated:_________,1997
SIGNATURE IF SHARES HELD JOINTLY
</TABLE>
NOTE: Please sign exactly as name appears hereon. When shares are held by joint
tenants, both should sign. When signing as attorney, executor, administrator,
trustee or guardian, please give full title as such. If a corporation, please
sign in full corporate name by the President or other authorized officer. If a
partnership, please sign in partnership name by authorized person.
