<PAGE>
================================================================================
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 Section 240.14a-11(c) or Section 240.14a-12
HALL, KINION & ASSOCIATES, 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:
-------------------------------------------------------------------------
(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:
-------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
-------------------------------------------------------------------------
(3) Filing Party:
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(4) Date Filed:
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Notes:
<PAGE>
[HALL KINION LOGO]
HALL, KINION & ASSOCIATES, INC.
185 Berry Street, Suite 6440
San Francisco, CA 94107
April 14, 2000
TO THE STOCKHOLDERS OF HALL, KINION & ASSOCIATES, INC.
Dear Stockholder:
You are cordially invited to attend the annual meeting of stockholders
(including any adjournments or reschedulings thereof, the "Annual Meeting") of
Hall, Kinion & Associates, Inc. (the "Company") which will be held at the
Westin St. Francis, 335 Powell Street, San Francisco, California, on May 17,
2000, at 9:00 a.m.
Details of the business to be conducted at the Annual Meeting are given in
the attached Proxy Statement and Notice of Annual Meeting of Stockholders.
It is important that your shares be represented and voted at the Annual
Meeting. WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE
COMPLETE, SIGN, DATE AND PROMPTLY RETURN THE ACCOMPANYING PROXY IN THE
ENCLOSED POSTAGE-PAID ENVELOPE. Returning the proxy does NOT deprive you of
your right to attend the Annual Meeting. If you decide to attend the Annual
Meeting and wish to change your proxy vote, you may do so automatically by
voting in person at the Annual Meeting.
On behalf of the Board of Directors, I would like to express our
appreciation for your continued interest in the affairs of the Company. We
look forward to seeing you at the Annual Meeting.
Sincerely,
Brenda C. Rhodes
Chief Executive Officer and Chairman
of the Board
<PAGE>
[HALL KINION LOGO]
HALL, KINION & ASSOCIATES, INC.
185 Berry Street, Suite 6440
San Francisco, CA 94107
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 17, 2000
The annual meeting of the stockholders (including any adjournments or
rescheduling thereof, the "Annual Meeting") of Hall, Kinion & Associates, Inc.
(the "Company"), will be held on Wednesday, May 17, 2000, at 9:00 a.m. Pacific
time at the Westin St. Francis, 335 Powell Street, San Francisco, California,
for the following purposes:
1. To elect two directors of the Board of Directors to serve until the 2003
Annual Meeting or until their successors have been duly elected and
qualified;
2. To consider a proposal to ratify the appointment of Deloitte & Touche
LLP as the independent accountants of the Company for the fiscal year
ending December 31, 2000; and
3. To transact such other business as may properly come before the Annual
Meeting.
Stockholders of record at the close of business on March 24, 2000 are
entitled to notice of, and to vote at, the Annual Meeting and any adjournments
or reschedulings thereof. For ten days prior to the Annual Meeting, a complete
list of the stockholders entitled to vote at the meeting will be available for
examination by any stockholder for any purpose relating to the Annual Meeting
during ordinary business hours at the principal office of the Company.
By order of the Board of Directors,
MARTIN A. KROPELNICKI
Secretary
San Francisco, California
April 14, 2000
IMPORTANT
WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE COMPLETE,
SIGN, DATE AND PROMPTLY RETURN THE ACCOMPANYING PROXY IN THE ENCLOSED
POSTAGE-PAID ENVELOPE. YOU MAY REVOKE YOUR PROXY AT ANY TIME PRIOR TO THE
ANNUAL MEETING. IF YOU DECIDE TO ATTEND THE ANNUAL MEETING AND WISH TO
CHANGE YOUR PROXY VOTE, YOU MAY DO SO AUTOMATICALLY BY VOTING IN PERSON AT
THE ANNUAL MEETING.
<PAGE>
HALL, KINION & ASSOCIATES, INC.
185 Berry Street, Suite 6440
San Francisco, CA 94107
PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS
The accompanying proxy is solicited by the Board of Directors of Hall,
Kinion & Associates, Inc., a Delaware corporation (the "Company"), for use at
the annual meeting of stockholders (including any adjournments or
reschedulings thereof, the "Annual Meeting") to be held Wednesday, May 17,
2000, for the purposes set forth in the accompanying Notice of Annual Meeting.
The date of this Proxy Statement is April 14, 2000, the approximate date on
which this Proxy Statement and the accompanying form of proxy were first sent
or given to stockholders.
PURPOSE OF MEETING
The specific proposals to be considered and acted upon at the Annual
Meeting are summarized in the accompanying Notice of Annual Meeting of
Stockholders. Each proposal is described in more detail in this Proxy
Statement.
VOTING RIGHTS AND SOLICITATION OF PROXIES
The Company's Common Stock is the only type of security entitled to vote at
the Annual Meeting. On March 24, 2000, the record date for determination of
stockholders entitled to vote at the Annual Meeting, there were 10,500,950
shares of Common Stock outstanding. Each stockholder of record on March 24,
2000 is entitled to one vote for each share of Common Stock held by the
stockholder. Shares of Common Stock may not be voted cumulatively. All votes
will be tabulated by the inspector of election appointed for the meeting, who
will separately tabulate affirmative and negative votes, abstentions, and
broker non-votes.
Quorum Required
The Company's bylaws provide that the holders of a majority of the
Company's Common Stock issued and outstanding and entitled to vote at the
Annual Meeting, present in person or represented by proxy, shall constitute a
quorum for the transaction of business at the Annual Meeting. Abstentions and
broker non-votes will be counted as present for the purpose of determining the
presence of a quorum.
Votes Required
Proposal 1. Directors are elected by a plurality of the affirmative votes
cast by those shares present in person or represented by proxy and entitled to
vote at the Annual Meeting. The two nominees for director receiving the
highest number of affirmative votes will be elected. Abstentions and broker
non-votes will not be counted towards a nominee's total. Stockholders may not
cumulate votes in the election of directors.
Proposal 2. Ratification of the appointment of Deloitte & Touche LLP as the
Company's independent public accountants for the fiscal year ending December
31, 2000 requires the affirmative vote of a majority of those shares present
in person, or represented by proxy, and cast whether affirmatively or
negatively at the Annual Meeting. Abstentions and broker non-votes will not be
counted as having been voted on the proposal.
<PAGE>
GENERAL INFORMATION
Annual Report. An annual report for the fiscal year ended December 26, 1999
is enclosed with this Proxy Statement.
Voting Securities. Only stockholders of record as of the close of business
on March 24, 2000 will be entitled to vote at the Annual Meeting and any
adjournment thereof. As of that date, there were 10,500,950 shares of Common
Stock of the Company, par value $0.001 per share, issued and outstanding.
Stockholders may vote in person or by proxy. Each holder of shares of Common
Stock is entitled to one vote for each share of stock held on the proposals
presented in this Proxy Statement. Shares of Common Stock may not be voted
cumulatively. The Company's bylaws provide that a majority of all of the
shares of the stock entitled to vote, whether present in person or represented
by proxy, shall constitute a quorum for the transaction of business at the
Annual Meeting. All votes will be tabulated by the inspector of elections
appointed for the Annual Meeting, who will separately tabulate affirmative and
negative votes, abstentions and broker non-votes.
Solicitation of Proxies. The cost of soliciting proxies, including the
preparation, assembly, printing and mailing of this Proxy Statement, the proxy
and any additional soliciting material furnished to stockholders, will be
borne by the Company. In addition to soliciting stockholders by mail through
its regular employees, the Company will request banks and brokers, and other
custodians, nominees and fiduciaries, to solicit their customers who have
stock of the Company registered in the names of such persons and will
reimburse them for their reasonable, out-of-pocket costs. The Company may use
the services of its officers, directors, and others to solicit proxies,
personally or by telephone, without additional compensation. Except as
described above, the Company does not presently intend to solicit proxies
other than by mail.
Voting of Proxies. All valid proxies received prior to the Annual Meeting
will be voted. All shares represented by a proxy will be voted, and where a
stockholder specifies by means of the proxy a choice with respect to any
matter to be acted upon, the shares will be voted in accordance with the
specification so made. If no choice is indicated on the proxy, the shares will
be voted in favor of the proposal. A stockholder giving a proxy has the power
to revoke his or her proxy, at any time prior to the time it is voted, by
delivery to the Secretary of the Company of a written instrument revoking the
proxy or a duly executed proxy with a later date, or by attending the Annual
Meeting and voting in person. A majority of the shares of Common Stock of the
Company present at the Annual Meeting, in person or by proxy, whether or not
constituting a quorum, may vote to, or the Company's Board in its discretion
may, adjourn the Annual Meeting from time to time without further notice,
including for the purpose of soliciting additional proxies. Proxies containing
a vote against the proposals presented in this Proxy Statement will not be
used to vote in favor of any such adjournment.
2
<PAGE>
PROPOSAL NO. 1--ELECTION OF DIRECTORS
The Company has a classified Board of Directors that currently consists of
one Class I director (Will Herman), one Class II director (Todd J. Kinion),
and two Class III directors (Brenda C. Rhodes and Jon H. Rowberry), who have
been elected to serve until the Annual Meetings of Stockholders to be held in
2001, 2002 and 2000, respectively, and until their respective successors are
duly elected and qualified. At each Annual Meeting of Stockholders, directors
are elected for a full term of three years to succeed any directors whose
terms expire on the Annual Meeting of Stockholders date. The directors who are
being nominated for election to the Board of Directors (the "Nominees"), their
ages as of March 24, 2000, their positions and offices held with the Company
and certain biographical information are set forth below. Each Nominee for
election has agreed to serve if elected, and management has no reason to
believe that any Nominee will be unavailable to serve. In the event any
Nominee is unable or declines to serve as a director at the time of the Annual
Meeting, the proxies will be voted for any nominee who may be designated by
the present Board of Directors to fill the vacancy. Unless otherwise
instructed, the proxy holders will vote the Proxies received by them FOR the
Nominees named below. The two Nominees receiving the highest number of
affirmative votes of the shares represented and voting on this proposal at the
Annual Meeting will be elected directors of the Company.
<TABLE>
<CAPTION>
Year First Positions & Offices
Nominees Age Elected Director Held with the Company
- -------- --- ---------------- ------------------------------------
<S> <C> <C> <C>
Brenda C. Rhodes........ 47 1991 Director and Chief Executive Officer
Jon H. Rowberry (1)(2).. 53 1996 Director
</TABLE>
- --------
(1) Member of the Audit Committee
(2) Member of the Compensation Committee
Brenda C. Rhodes, 47, co-founded the Company and has been a director since
the Company's incorporation in 1991. From December 1992 to the present, Ms.
Rhodes has served as Chief Executive Officer of the Company. Ms. Rhodes also
served as President and Assistant Secretary of the Company from December 1991
to October 1996 and from December 1991 to September 1996, respectively. From
August 1981 to June 1987, Ms. Rhodes was general manager of a Snelling &
Snelling franchise, a personnel services company.
Jon H. Rowberry, 53, has been a director of the Company since August 1996.
Mr. Rowberry is currently acting as a consultant. Prior to his current work,
Mr. Rowberry served as Chief Executive Officer of Franklin Covey Co.
("Franklin Covey"), a provider of time management products and training, until
July 1999. Mr. Rowberry was President of Franklin Covey from March 1997 to
March 1998, Chief Operating Officer from August 1996 to March 1997 and Chief
Financial Officer from August 1995 to August 1996. From 1985 to 1995, Mr.
Rowberry was also employed in several executive positions with Adia S.A. and
Adia Services, Inc., providers of personnel services. Mr. Rowberry holds a
B.S. degree in accounting from Brigham Young University.
Continuing Director--Term Ending in 2001
Set forth below is information regarding one continuing Director of the
Company, including his age, the period during which he has served as a
Director, and information furnished by him as to principal occupations and
directorships held by him in corporations whose shares are publicly
registered.
William Herman, 40, has been a director of the Company since August 1998.
Mr. Herman currently serves as President and Chief Executive Officer of
ViewLogic Systems, Inc. ("ViewLogic"), a system design company. Prior to
assuming his current position, Mr. Herman was the President of the ViewLogic
Systems development group at Synopsis, Inc. from December 1997 to October
1998. From May 1995 to December 1997, Mr. Herman was the President and Chief
Executive Officer of ViewLogic. Mr. Herman currently serves on the board of
directors of ViewLogic. Mr. Herman holds a B.S. in computer science from
Temple University.
3
<PAGE>
Continuing Director--Term Ending in 2003
Set forth below is information regarding one continuing Director of the
Company, including his age, the period during which he has served as Director,
and information furnished by him as to principal occupation and directorships
held by him in corporations whose shares are publicly registered.
Todd J. Kinion, 38, co-founded the Company and has been a director of the
Company since the Company's incorporation in 1991. Since August 1996, Mr.
Kinion has been a private investor. Mr. Kinion served as Vice President,
Recruitment Services of the Company from December 1995 to August 1996. Prior
to that time, Mr. Kinion served as Chief Financial Officer and Treasurer of
the Company from December 1991 to December 1995. Mr. Kinion also served as
Secretary from December 1991 to February 1997. Mr. Kinion holds a B.A. degree
in political science from the University of California at Santa Barbara.
Meetings of the Board of Directors
During the fiscal year ended December 26, 1999, the Board of Directors held
twelve (12) meetings and acted by written consent on one (1) occasion. No
director serving on the Board during 1999 attended fewer than 75% of the
aggregate of such meetings of the Board and the Committees of the Board on
which he or she served.
The Company does not have a standing Nominating Committee, but does have an
Audit Committee and a Compensation Committee.
The Audit Committee's function is to review with the Company's independent
accountants and manage the annual financial statements and independent
accountants' opinion, review the scope and results of the examination of the
Company's financial statements by the independent accountants, approve all
professional services and related fees performed by the independent
accountants, recommend the retention of the independent accountants to the
Board, subject to ratification by the stockholders, and periodically review
the Company's accounting policies and internal accounting and financial
controls. The members of the Audit Committee were Mr. Rowberry and Mr. Kinion.
During the fiscal year ended December 26, 1999, the Audit Committee held one
(1) meeting.
The Compensation Committee's function is to review and approve salary
levels and stock option grants. The members of the Compensation Committee are
Messrs. Rowberry and Kinion. During the fiscal year ended December 26, 1999,
the Compensation Committee held eleven (11) meetings and acted by written
consent on one (1) occasion. For additional information concerning the
Compensation Committee, see "EXECUTIVE COMPENSATION AND OTHER MATTERS--
Compensation Committee Interlocks and Insider Participation in Compensation
Decisions" and "COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION."
Recommendation of the Board of Directors
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE NOMINEES LISTED HEREIN.
4
<PAGE>
MANAGEMENT
Executive Officers
The executive officers of the Company as of March 24, 2000 are as follows:
<TABLE>
<CAPTION>
Name Position With the Company Age
---- ------------------------- ---
<S> <C> <C>
Brenda C. Rhodes........ Chief Executive Officer and Chairman of the Board 47
Martin A. Kropelnicki... Vice President, Chief Financial Officer and Secretary 33
Rita S. Hazell.......... Senior Vice President, R&D Contract Services 33
Craig J. Silverman...... Senior Vice President, Permanent Placement 39
</TABLE>
Brenda C. Rhodes co-founded the Company and has been a director since the
Company's incorporation in 1991. From December 1992 to the present, Ms. Rhodes
has served as Chief Executive Officer of the Company. Ms. Rhodes also served
as President and Assistant Secretary of the Company from December 1991 to
October 1996 and from December 1991 to September 1996, respectively. From
August 1981 to June 1987, Ms. Rhodes was general manager of a Snelling &
Snelling franchise, a personnel services company.
Martin A. Kropelnicki joined the Company in February 1997 as Vice
President, Chief Financial Officer and Secretary. Prior to joining the
Company, Mr. Kropelnicki was a Director at Deloitte & Touche Consulting Group-
ICS, a consulting firm, from February 1996 to February 1997. From June 1989 to
February 1996, Mr. Kropelnicki held various positions, most recently as a
Director in the financial organization at Pacific Gas & Electric Company, a
natural gas and electric utility. Mr. Kropelnicki holds a B.A. degree and an
M.A. degree in business economics from San Jose State University.
Rita S. Hazell has served as Senior Vice President, R&D Contract Services
since April 1996. Prior to assuming her current position, Ms. Hazell served in
a variety of positions, including Director, R&D Contract Services and Manager,
R&D Contract Services, since joining the Company in September 1993. From
November 1987 to September 1993, Ms. Hazell served as a manager for Oxford &
Associates, Inc., a technical contract services firm.
Craig J. Silverman joined the Company in April 1996 as Vice President,
Permanent Placement and was promoted to Senior Vice-President on January 1,
1999. Prior to joining the Company, Mr. Silverman served as Vice President,
Sales at Strategic Mapping, Inc., a software development company, from
September 1989 to February 1996.
5
<PAGE>
STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information, as of March 24, 2000
except where noted, with respect to the beneficial ownership of the Company's
Common Stock by (i) all persons known by the Company to be the beneficial
owners of more than 5% of the outstanding Common Stock of the Company, (ii)
each director and director-nominee of the Company, (iii) each person named in
the Summary Compensation Table, and (iv) all executive officers and directors
of the Company as a group.
Beneficial ownership has been determined in accordance with Rule 13d-3
under the Securities Exchange Act of 1934 (the "Exchange Act"). Under this
rule, certain shares may be deemed to be beneficially owned by more than one
person (if, for example, persons share the power to vote or the power to
dispose of the shares). In addition, shares are deemed to be beneficially
owned by a person if the person has the right to acquire shares (for example,
upon exercise of an option) within 60 days of the date as of which the
information is provided; in computing the percentage ownership of any person,
the amount of shares is deemed to include the amount of shares beneficially
owned by such person (and only such person) by reason of these acquisition
rights. As a result, the percentage of outstanding shares of any person as
shown in the following table does not necessarily reflect the person's actual
voting power at any particular date.
<TABLE>
<CAPTION>
Number of Percentage
Name and Address of Beneficial Owners (1) Shares of Class
- ----------------------------------------- --------- ----------
<S> <C> <C>
Brenda C. Rhodes (2).................................... 1,574,453 15.0%
Chief Executive Officer and Chairman of the Board
185 Berry Street, Suite 6440
San Francisco, CA 94107
Todd J. Kinion (3)...................................... 1,632,984 15.6%
Director
185 Berry Street, Suite 6440
San Francisco, CA 94107
Paul H. Bartlett (4).................................... 974,209 9.3%
Former President and Director
185 Berry Street, Suite 6440
San Francisco, CA 94107
Martin A. Kropelnicki (5)............................... 183,333 1.7%
Vice President, Chief Financial Officer and Secretary
185 Berry Street, Suite 6440
San Francisco, CA 94107
Rita S. Hazell (6)...................................... 91,747 *
Craig J. Silverman (7).................................. 69,417 *
Jon H. Rowberry (8)..................................... 27,500 *
Director
185 Berry Street, Suite 6440
San Francisco, CA 94107
Will Herman (5)......................................... 17,500 *
Director
185 Berry Street, Suite 6440
San Francisco, CA 94107
Executive officers and directors as a group (8 persons)
(9).................................................... 4,571,143 43.5%
SAFECO Corp. (10)....................................... 1,081,800 10.3%
SAFECO Plaza
Seattle, WA 98185
</TABLE>
- --------
* Less than 1%
(1) Percentage of beneficial ownership is calculated assuming 10,500,950
shares of Common Stock were outstanding on March 24, 2000. This
percentage also includes Common Stock of which such individual or
6
<PAGE>
entity has the right to acquire beneficial ownership within 60 days of
March 24, 2000 including but not limited to the exercise of an option;
however, such Common Stock shall not be deemed outstanding for the purpose
of computing the percentage owned by any other individual or entity.
Except as indicated in the footnotes to this table, the Company believes
that the persons named in the table have sole voting and investment power
with respect to all shares of Common Stock shown as beneficially owned by
them, subject to community property laws, where applicable.
(2) Includes 78,612 shares held by Ms. Rhodes' and her spouse's children.
(3) Includes 102,900 shares held by Mr. Kinion's children.
(4) Includes 224,000 shares subject to stock options. Mr. Bartlett has
resigned his position as President and Director effective March 15, 2000.
(5) Represents shares subject to stock options that are currently exercisable
or will become exercisable within 60 days of March 24, 2000.
(6) Includes 67,247 shares subject to stock options that are currently
exercisable or will become exercisable within 60 days of March 24, 2000.
(7) Includes 57,417 shares subject to stock options that are currently
exercisable or will become exercisable within 60 days of March 24, 2000.
(8) Includes 25,000 shares subject to stock options that are currently
exercisable or will become exercisable within 60 days of March 24, 2000.
(9) Includes 574,497 shares subject to stock options that are currently
exercisable or will become exercisable within 60 days of March 24, 2000.
(10) Includes shares beneficially owned by SAFECO Asset Management Company and
SAFECO Common Stock Trust, which are affiliates. This information is
derived from SAFECO's Amendment No. 4 to Schedule 13G, filed with the
Securities and Exchange Commission on March 10, 2000.
7
<PAGE>
EXECUTIVE COMPENSATION AND OTHER MATTERS
The following table sets forth information concerning the compensation of
the Chief Executive Officer of the Company and the four other most highly
compensated executive officers of the Company as of December 26, 1999 whose
total salary and bonus for the fiscal year ended December 26, 1999 exceeded
$100,000, in all cases for services rendered in all capacities to the Company
during the fiscal years ended 1999, 1998 and 1997:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long Term
Compensation
Annual Compensation Awards
--------------------------------------- ------------
Other Annual Securities
Name and Principal Salary Compensation Underlying
Position Year ($)(2) Bonus ($) ($)(1) Options (#)
- ------------------ ---- -------- --------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Brenda C. Rhodes......... 1999 $259,992 $270,000 -- 100,000
Chief Executive Officer 1998 259,992 210,000 -- --
and Chairman of the 1997 269,459 0 -- --
Board
Paul H. Bartlett......... 1999 240,000 170,000 $562,500(3) 100,000
President and Director 1998 240,000 140,000 -- --
1997 240,000 50,000 -- --
Martin A. Kropelnicki.... 1999 166,989 120,000 -- 25,000
Vice President, Chief 1998 156,573 52,000 -- --
Financial Officer and 1997(4) 130,192 51,666 -- 175,000
Secretary
Rita S. Hazell........... 1999 135,000 149,472 -- 50,000
Senior Vice President,
R&D Contract Services 1998 125,000 119,411 -- 15,000
1997 123,220 145,494 -- 40,000
Craig J. Silverman....... 1999 125,000 187,843 -- 50,000
Senior Vice President,
Permanent Placement 1998 125,000 84,000 -- 15,000
1997 96,667 83,070 -- 20,000
</TABLE>
- --------
(1) Unless noted, the aggregate amount of all other compensation in the form
of perquisites and other personal benefits does not exceed the lesser of
either $50,000 or 10% of the total annual salary and bonus for each
officer.
(2) Salary includes amounts deferred under the Company's 401(k) Plan.
(3) Mr. Bartlett exercised 750,000 shares of the nonqualified stock in April
1999. The amount represents the excess of market value over exercise price
on the date of exercise on this transaction.
(4) Mr. Kropelnicki joined the Company as Vice President, Chief Financial
Officer and Secretary in February 1997.
8
<PAGE>
The following table provides the specified information concerning grants of
options to purchase the Company's Common Stock made during the fiscal year
ended December 26, 1999 to the persons named in the Summary Compensation
Table:
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
Individual Grants
--------------------------------------------------------
Potential
Realizable Value at
Assumed Annual
% of Rates of Stock
Number of Total Options Price Appreciation
Securities Granted to for Option Term (3)
Underlying Employees in Exercise Price Expiration -------------------
Name Options (#)(1) Fiscal Year (2) ($/Sh) Date 5% ($) 10% ($)
- ---- -------------- --------------- -------------- ---------- -------- ----------
<S> <C> <C> <C> <C> <C> <C>
Brenda C. Rhodes........ 100,000(4) 11.5% $7.838 7/22/09 $376,837 $1,064,292
Paul H. Bartlett........ 100,000(4) 11.5 7.125 7/22/09 448,087 1,135,542
Martin A. Kropelnicki... 25,000(5) 2.9 7.375 1/21/09 115,952 293,846
Rita S. Hazell.......... 50,000(5) 5.8 7.375 1/21/09 231,905 587,693
Craig J. Silverman...... 50,000(5) 5.8 7.375 1/21/09 231,905 587,693
</TABLE>
- --------
(1) All options were granted at an exercise price not less than fair market
value of the Common Stock on the date of grant. The exercise price may be
paid in cash, in shares of Common Stock valued at fair market value on the
exercise date or through a cashless exercise procedure involving a same-
day sale of the purchased shares. The Company may also finance the option
exercise by loaning the optionee sufficient funds to exercise the option
and pay any withholding taxes incurred upon exercise.
(2) A total of 867,610 options were granted during the fiscal year ended
December 26, 1999.
(3) The potential realizable value is calculated based on the term of the
option at its time of grant (ten years). It is calculated by assuming that
the stock price on the date of grant appreciates at the indicated annual
rate, compounded annually for the entire term of the option. These amounts
represent hypothetical gains assuming rates of appreciation specified by
the Securities and Exchange Commission, and do not represent the Company's
estimate or projection of future Common Stock prices. Actual gains, if
any, on stock option exercises are dependent on the future performance of
the Company, overall market conditions and the optionees' continued
employment through the vesting period. The amounts reflected in this table
may not be achieved.
(4) The optionees become vested in 20% of the option shares upon the
completion of one year of service and the balance of the option shares in
equal monthly installments over the next 48 months of service.
(5) The optionees become vested in 25% of the option shares upon the
completion of one year of service and the balance of the option shares in
equal monthly installments over the next 36 months of service.
The following table provides the specified information concerning exercises
of options to purchase the Company's Common Stock during the fiscal year ended
December 26, 1999, and unexercised options held as of December 26, 1999, by
the persons named in the Summary Compensation Table:
9
<PAGE>
AGGREGATE OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money Options at
Options at 12/26/99 (#) 12/26/99 ($) (1)
-------------------------- -------------------------
Shares Acquired on Value
Name Exercise (#) Realized ($) (2) Exercisable Unexercisable Exercisable Unexercisable
- ---- ------------------ ---------------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Brenda C. Rhodes........ -- -- -- 100,000 -- $1,185,000
Paul H. Bartlett........ 750,000 $562,500 224,000(3) 100,000 $3,514,000 1,256,250
Martin A. Kropelnicki... -- -- 175,000(4) 25,000 1,695,313 307,812
Rita S. Hazell.......... -- -- 34,000(5) 95,000 465,300 819,063
Craig J. Silverman...... -- -- 37,833(6) 72,667 463,781 855,312
</TABLE>
- --------
(1) Based on the closing price of $19.688 on the last trading day prior to
Sunday, December 26, 1999, less exercise price.
(2) Market price on date of exercise, less exercise price.
(3) Options to purchase 224,000 shares are immediately exercisable, subject to
certain repurchase rights of the Company. Of these, 204,520 were vested at
December 26, 1999 and 19,480 will vest in January 2000. See "Employment
and Change in Control Arrangements".
(4) Options to purchase 175,000 shares are immediately exercisable, subject to
certain repurchase rights of the Company. Of these, 99,166 were vested at
December 26, 1999; the remainder will vest at the rate of 2,913 per month.
(5) Includes options to purchase 24,000 shares which are immediately
exercisable, subject to certain repurchase rights of the Company. Of
these, 12,000 were vested at December 26, 1999, and the remainder will
vest in August 2000.
(6) Includes options to purchase 25,500 shares which are immediately
exercisable, subject to certain repurchase rights of the Company. Of
these, 20,291 were vested at December 26, 1999, and the remainder will
vest at the rate of 1,042 monthly.
Employment and Change in Control Arrangements
In March 1997, the Company entered into an employment agreement with Brenda
C. Rhodes, which provides for a base salary of $260,000. Ms. Rhodes is also
eligible for an annual bonus subject to a maximum limitation of 75% of her
annual base salary. Either the Company or Ms. Rhodes may terminate Ms. Rhodes'
employment with the Company at any time by giving the other party 30 days
prior written notice. If Ms. Rhodes is terminated other than for cause or is
constructively discharged, and provided that she does not engage in certain
competitive activities, Ms. Rhodes will receive her base salary for an
additional 24 months from the date of termination, and the Company will pay
for her COBRA continuation coverage until the date that is the earlier of 12
months after her termination or the date on which her COBRA eligibility
ceases. The employment agreement is for an unspecified term and terminates
when all obligations of the parties thereto have been satisfied.
In October 1996, the Company entered into an employment agreement with Paul
H. Bartlett. The employment agreement is for an unspecified term and
terminates when all obligations of the parties thereto have been satisfied.
Under the agreement, Mr. Bartlett was employed as the Company's President,
reporting to its Chief Executive Officer. The agreement provides for an annual
base salary of $240,000. Mr. Bartlett is also eligible for an annual bonus,
subject to a maximum limitation of 75% of his annual base salary. In addition,
the Company granted to Mr. Bartlett an immediately exercisable stock option to
purchase 974,000 shares of Common Stock at an exercise price of $4.00 per
share, subject to certain repurchase rights of the Company. Mr. Bartlett
became 100% vested in such shares in January 2000. In addition, all unvested
option shares automatically vest upon the occurrence of certain events,
including a merger of the Company after which 50% or less of the surviving
corporation's voting securities are owned by the Company's stockholders, a
sale by the Company of all or substantially all of its assets, or a
constructive discharge of Mr. Bartlett. Either the Company or Mr. Bartlett may
terminate Mr. Bartlett's employment with the Company at any time by giving the
other party 30 days prior written notice. If Mr. Bartlett is terminated other
than for cause or disability, or if Mr. Bartlett is
10
<PAGE>
constructively discharged, Mr. Bartlett will receive his salary for an
additional 12 months from the date of termination, provided he does not engage
in certain competitive activities. Under the employment agreement, the Company
will nominate Mr. Bartlett for election as a member of its Board of Directors
as long as he remains employed, and Brenda C. Rhodes has agreed to cause her
shares of the Company's stock to be voted in favor of Mr. Bartlett's election.
Mr. Bartlett resigned as President and Director effective March 15, 2000.
The Company has employment agreements with other executives which generally
provide for salary continuation of twelve months in case of termination other
than for cause or disability, acceleration of options vesting on change of
control, gross up of excise tax payments, and certain other provisions.
The terms of the Company's 1997 Stock Option Plan (the "1997 Plan") provide
that in the event the Company is acquired by merger, consolidation or asset
sale, each option outstanding at the time under the 1997 Plan will terminate
to the extent not assumed by the acquiring entity. In addition, the plan
administrator generally has the discretion to accelerate the vesting of
options.
Compensation of Directors
Under the automatic option grant program of the Company's 1997 Stock Option
Plan, each individual who first joins the Board of Directors of the Company as
a non-employee director after August 12, 1997 will receive at that time, an
automatic option grant for 20,000 shares of Common Stock. The optionee will
vest in the automatic option grant in a series of four annual installments
over the optionee's period of Board service, beginning one year from the grant
date. Each option will have an exercise price equal to the fair market value
of the Common Stock on the automatic option grant date and a maximum term of
ten years, subject to earlier termination following the optionee's cessation
of Board service. In addition, outside directors receive an annual retainer of
$15,000 and $1,000 for each meeting attended in person.
Compensation Committee Interlocks and Insider Participation in Compensation
Decisions
Messrs. Rowberry and Kinion served as members of the Board of Directors'
Compensation Committee during 1999. Neither Mr. Rowberry nor Mr. Kinion was an
officer or employee of the Company at any time during 1999 or at any other
time since August 1996. No executive officer of the Company served as a member
of the board of directors or compensation committee of any entity that had one
or more executive officers serving as a member of the Company's Board of
Directors or Compensation Committee.
Certain Relationships and Related Transactions
In August 1996, the Company granted to Rita S. Hazell, Senior Vice
President, R&D Contract Services, a loan in the principal amount of $100,000
plus interest at 6.74%. Such loan is secured by a deed of trust in favor of
the Company on the real property purchased partially with such borrowed funds.
The outstanding balance on the loan as of March 24, 2000 is $25,000. The
principal amount of the loan and any accrued interest thereon will be forgiven
by the Company ratably over four years so long as Ms. Hazell remains employed
by the Company. In August 1999, principal in the amount of $25,000 and
interest in the amount of $3,370 were forgiven.
In September 1998, the Company granted to Craig J. Silverman, Senior Vice
President, Permanent Placement, a loan in the principal amount of $100,000
plus interest at 6.74%. Such loan is secured by 12,000 shares of Common Stock
and any additional shares of Common Stock that Mr. Silverman purchases
pursuant to option exercises. The outstanding balance on the loan as of March
24, 2000 is $75,000. The principal amount of the loan and any accrued interest
thereon will be forgiven by the Company ratably over four years on each
anniversary of the date of the loan, so long as Mr. Silverman remains employed
by the Company. In August 1999, principal in the amount of $25,000 and
interest in the amount of $6,740 were forgiven.
In January 1999, the Company granted to Brenda C. Rhodes, Chief Executive
Officer, a loan in the principal amount of $2,000,000 plus interest at the
rate of the Company's cost of borrowing plus 1/8% per annum, compounded
monthly. Such loan is secured by 1,000,000 shares of the Company's Common
Stock. The
11
<PAGE>
outstanding balance on the loan as of March 24, 2000 is $2,000,000. The
principal amount of the loan and any accrued interest thereon will be due and
payable three years from the date of the loan agreement.
On April 15, 1999, the Company made two loans for an aggregate of
$3,274,000 to Paul H. Bartlett, President to enable Mr. Bartlett to pay the
exercise price and income taxes associated with his exercise of an option to
purchase 750,000 shares of common stock at an exercise price of $4.00 per
share. The first loan has a principal amount of $1,781,000, and is secured by
750,000 shares of the Company's Common Stock, and the second loan has a
principal amount of $1,493,000, and is secured by Mr. Bartlett's personal
assets, including a second deed of trust on his principal residence. Both
loans bear interest at the Company's incremental rate of borrowing plus 1/8%
per annum, compounded monthly. The principal balance of these notes, together
with interest accrued is due and payable June 26, 2002.
In October 1996, the Company entered into a settlement agreement and
general release with Todd J. Kinion, a former officer and a current director
of the Company, which obligates the Company to make monthly payments of $9,033
to him until the earlier of February 29, 1998 or the occurrence of certain
events. A lump sum payment of $11,239, representing full payment of all unpaid
bonus obligations and business expense reimbursements, was made to Mr. Kinion
in connection with the settlement agreement.
The Company has entered into indemnification agreements with each of its
officers and directors containing provisions that may require the Company,
among other things, to indemnify such officers and directors against certain
liabilities that may arise by reason of their status or service as officers or
directors (other than liabilities arising from willful misconduct of a
culpable nature), to advance their expenses incurred as a result of any
proceeding against them as to which they could be indemnified and to obtain
directors' and officers' liability insurance if available on reasonable terms.
The Company maintains an insurance policy covering officers and directors
under which the insurer has agreed to pay the amount of any claim made against
the officers or directors of the Company for wrongful acts that such officers
or directors may otherwise be required to pay or for which the Company is
required to indemnify such officers and directors, subject to certain
exclusions.
See "Employment and Change in Control Arrangements" for descriptions of
agreements regarding the employment of executive officers.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors was comprised of two
members during 1999, Messrs. Rowberry and Kinion. Mr. Rowberry was not an
officer or employee of the Company at any time during 1999 or at any other
time. Mr. Kinion was a former officer of the Company but was not an officer or
employee of the Company during 1999, 1998 or 1997. The Compensation Committee
is responsible for setting and administering policies governing compensation
of the Company's executive officers, including the Company's 1997 Stock Option
Plan. In addition, the Compensation Committee reviews compensation levels of
other management level employees, evaluates the performance of management and
reviews other compensation-related issues.
Compensation Philosophy
The Company applies a consistent compensation philosophy for all of its
employees, including its executive officers. The Company's compensation policy
is designed to enable the Company to attract, retain and reward executive
officers who are likely to contribute to the long-term success of the Company.
The Compensation Committee also believes that a strong correlation should
exist between executive compensation, business objectives and overall Company
performance.
In preparing the performance graph for this Proxy Statement, the Company
has selected the Standard & Poor's 500 Index ("S&P 500 Index"). The companies
that the Company uses for comparison of salary and compensation information
are not necessarily those included in the S&P 500 Index, because they were
determined not to be competitive with the Company for executive talent or
because compensation information was not available.
12
<PAGE>
Components of Compensation
There are three components of the Company's executive compensation program
that support the goal of aligning compensation with the value created for the
Company's stockholders while providing incentives to further the Company's
strategic objectives.
Salary
The Compensation Committee strives to offer salaries to its executive
officers that are competitive with salaries offered by companies of similar
size and capitalization in a similar industry. Base salaries are reviewed on
an annual basis and are subject to adjustment based upon the individual's
contribution to the Company and changes in salary levels offered by comparable
companies. In determining executive officers' salaries, the Compensation
Committee considers information provided by the Company's Chief Executive
Officer with respect to individual officer responsibilities and performance,
as well as salary surveys and similar data available from independent sources.
Bonuses
For fiscal 1999, annual incentive bonuses for the Chief Executive Officer
and the other officers named in the Summary Compensation Table were based upon
the following three components: (i) the Company's targeted net income, (ii)
earnings per share estimates for fiscal 1999 and (iii) individual performance.
The Compensation Committee reviews performance goals and, based on the
components described above, each executive officer's employment arrangement
sets forth certain target thresholds. These target thresholds are set on an
annual basis. The actual performances of the Company and the executive officer
are evaluated to determine the percentage used to calculate the bonus at the
end of the year, with the size of the bonus varying between 0% and 100% of the
target award. Target awards for each executive officer in fiscal 1999 were set
in relation to such officer's base salary.
Equity Incentives
The Compensation Committee believes that employee equity ownership is
highly motivating, provides a major incentive to employees in building
stockholder value and serves to align the interests of employees with the
interests of the Company's stockholders. In determining the amount of equity
compensation to be awarded to executive officers in any fiscal year, the
Compensation Committee considers the position of the officer, the current
stock ownership of the officer, the number of shares that continue to be
subject to vesting under outstanding options and the expected future
contribution of the officer to the Company's performance, giving primary
weight to the officer's position and his expected future contributions. In
addition, the Compensation Committee compares the stock ownership and options
held by each officer with the other officers' equity positions and the
officer's experience and value to the Company.
Option grants during 1999 are described under the heading "EXECUTIVE
COMPENSATION AND OTHER MATTERS" in the table entitled "Option Grants in Last
Fiscal Year."
CEO Compensation
The annual base salary for Ms. Rhodes, the Company's Chief Executive
Officer, was established in March 1998 pursuant to an employment agreement
with the Company. Ms. Rhodes' base salary is intended to be competitive with
that paid to executives at comparable companies in the same industry and to
reflect her personal performance for the Company. The factors that the
Compensation Committee considered in setting her annual base salary were (i)
corporate performance, (ii) earnings per share and net income and (iii)
individual performance. In addition, the Compensation Committee believes that
an important portion of her compensation should be based on Company
performance.
13
<PAGE>
Deductibility of Executive Compensation
The Company has considered Section 162(m) of the Internal Revenue Code of
1986, as amended (the "Code"), and related regulations that restrict the
deductibility for federal income tax purposes of compensation paid to the
Chief Executive Officer and each of the four other most highly compensated
executive officers at the end of any fiscal year to the extent such
compensation exceeds $1,000,000 for any of such officer in any year, other
than compensation that qualifies for an exception under the Code or
regulations. The Compensation Committee does not believe that other components
of the Company's compensation will be likely to exceed $1,000,000 annually for
any executive officer in the foreseeable future and, therefore, concluded that
no further action with respect to qualifying such compensation for federal
income tax deductibility was necessary at this time. In the future, the
Compensation Committee will continue to evaluate the advisability of
qualifying its executive compensation for such deductibility. The Compensation
Committee's policy is to qualify its executive compensation for deductibility
under applicable tax laws as practicable.
COMPENSATION COMMITTEE
Jon H. Rowberry
Todd J. Kinion
14
<PAGE>
COMPARISON OF STOCKHOLDER RETURN
Set forth below is a line graph comparing the annual percentage change in
the cumulative total return on the Company's Common Stock with the cumulative
total return of a peer group comprised of comparable companies in the same
industry traded on the Nasdaq Stock Market ("Peer Group Index") and the
Standard & Poor's 500 Stock Index ("S&P 500 Index") for the period commencing
on August 5, 1997/1/ and ending on December 26, 1999. With respect to
companies in the Peer Group, the returns of each such company have been
weighted to reflect relative stock market capitalization. The Companies
included in the Peer Group Index in addition to the Company were as follows:
Adecco SA c/o AdeccoServices, Inc., Alternative Resources Corp., Analysts
International Corporation, ASI Solutions Incorporated, Butler International,
Inc., Cotelligent Group Inc., EmployeeSolutions, Inc., Kelly Services, Inc.,
Manpower Inc. Wis, Metamor Worldwide Inc., Metro Information Services, Inc.,
Modis Professional MPS, Olsten Corp, OnAssignment, Inc., RemedyTemp,Inc.,
Renaissance Worldwide Inc., Robert Half International Inc., Romac
International, Inc., Team America Corporation, Volt Info Sciences Inc.,
Western Staff Services, Inc. and Winston Resources Inc. Stockholder returns
over the indicated period are based on historical data and the Company
cautions that the stock price performance shown in the graph is not indicative
of, nor intended to forecast, the potential future performance of the
Company's Common Stock.
Comparison of Cumulative Total Return From August 5, 1997 through December 26,
1999/2/:
Hall, Kinion & Associates, Inc., Peer Group Index and S&P 500 Index
<TABLE>
<CAPTION>
Dec. Dec. Dec.
August 5, 28, 27, 26,
1997 1997 1998 1999
--------- ------- ------ -------
<S> <C> <C> <C> <C>
Hall Kinion.................................... $100 $145.83 $46.67 $143.33
Peer Group Index............................... 100 88.27 87.37 103.84
S&P 500 Index.................................. 100 102.43 131.70 159.42
</TABLE>
- --------
/1/The Company's initial public offering occurred on August 8, 1997. For
purposes of this presentation, the Company has assumed that its initial
offering price of $15.00 would have been the closing sales price on the day
prior to commencement of trading.
/2/Assumes that $100.00 was invested on August 5, 1997 in the Company's Common
Stock at the Company's initial offering price of $15.00 and at the closing
sales price for each index on that date and that all cash dividends were
reinvested. No cash dividends have been declared on the Company's Common
Stock.
15
<PAGE>
Notwithstanding anything to the contrary set forth in any of the Company's
previous or future filings under the Securities Act of 1933, as amended or the
Securities Exchange Act of 1934, as amended, that might incorporate this Proxy
Statement or future filings made by the Company under those statutes, the
Compensation Committee Report and the Stock Performance Graph are not deemed
filed with the Securities and Exchange Commission and shall not be deemed
incorporated by reference into any of those prior filings or into any future
filings made by the Company under those statutes.
PROPOSAL NO. 2--RATIFICATION OF APPOINTMENT OF INDEPENDENT ACCOUNTANTS
The Board of Directors of the Company has selected Deloitte & Touche LLP as
independent accountants to audit the financial statements of the Company for
the fiscal year ending December 31, 2000. Deloitte & Touche LLP has acted in
such capacity since its appointment during the fiscal year ended December
1992. A representative of Deloitte & Touche LLP is expected to be present at
the Annual Meeting with the opportunity to make a statement if the
representative desires to do so, and is expected to be available to respond to
appropriate questions.
Vote Required and Board of Directors' Recommendation
The affirmative vote of a majority of the votes cast at the Annual Meeting,
at which a quorum representing a majority of all outstanding shares of Common
Stock of the Company is present and voting, either in person or by proxy, is
required for approval of this proposal. Abstentions and broker non-votes will
each be counted as present for purposes of determining the presence of a
quorum, but will not be counted as having been voted on the proposal. THE
BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE APPOINTMENT OF
DELOITTE & TOUCHE LLP AS THE COMPANY'S INDEPENDENT ACCOUNTANTS FOR THE FISCAL
YEAR ENDING DECEMBER 31, 2000.
16
<PAGE>
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
The members of the Board of Directors, the executive officers of the
Company and persons who hold more than 10% of the Company's outstanding Common
Stock are subject to the reporting requirements of Section 16(a) of the
Securities Exchange Act of 1934, as amended, which require them to file
reports with respect to their ownership of the Company's Common Stock and
their transactions in such Common Stock. Based upon (i) the copies of Section
16(a) reports that the Company received from such persons for the 1999 fiscal
year transactions in the Common Stock and their Common Stock holdings and (ii)
the written representations received from one or more of such persons that no
annual Form 5 reports were required to be filed by them for the 1999 fiscal
year, the Company believes that all reporting requirements under Section 16(a)
for such fiscal year were met in a timely manner by its executive officers,
Board members and greater than ten-percent stockholders.
STOCKHOLDER PROPOSALS TO BE PRESENTED
AT NEXT ANNUAL MEETING
Proposals of stockholders intended to be presented at the next Annual
Meeting of the Stockholders of the Company must be received by the Company at
its offices at 185 Berry Street, Suite 6440, San Francisco, California 94107,
not later than December 15, 2000, and satisfy the conditions established by
the Securities and Exchange Commission for stockholder proposals to be
included in the Company's proxy statement for that meeting.
TRANSACTION OF OTHER BUSINESS
At the date of this Proxy Statement, the only business which the Board of
Directors intends to present or knows that others will present at the meeting
is as set forth above. If any other matter or matters are properly brought
before the meeting, or any adjournment thereof, it is the intention of the
persons named in the accompanying form of proxy to vote the proxy on such
matters in accordance with their best judgment.
By Order of the Board of Directors
Martin A. Kropelnicki
Secretary
San Francisco, California
April 14, 2000
WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE COMPLETE, SIGN,
DATE AND PROMPTLY RETURN THE ACCOMPANYING PROXY IN THE ENCLOSED POSTAGE-PAID
ENVELOPE. YOU MAY REVOKE YOUR PROXY AT ANY TIME PRIOR TO THE ANNUAL MEETING.
IF YOU DECIDE TO ATTEND THE ANNUAL MEETING AND WISH TO CHANGE YOUR PROXY
VOTE, YOU MAY DO SO AUTOMATICALLY BY VOTING IN PERSON AT THE ANNUAL MEETING.
THANK YOU FOR YOUR ATTENTION TO THIS MATTER. YOUR PROMPT RESPONSE WILL
GREATLY FACILITATE ARRANGEMENTS FOR THE ANNUAL MEETING.
17
<PAGE>
PROXY
HALL, KINION & ASSOCIATES, INC.
ANNUAL MEETING OF STOCKHOLDERS, MAY 17, 2000
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
HALL, KINION & ASSOCIATES, INC.
The undersigned revokes all previous proxies, acknowledges receipt of the
Notice of the Annual Meeting of Stockholders to be held on May 17, 2000 and the
Proxy Statement and appoints Martin A. Kropelnicki, the Proxy of the
undersigned, with full power of substitution, to vote all shares of Common Stock
of Hall, Kinion & Associates, Inc. (the "Company") which the undersigned is
entitled to vote, either on his or her own behalf or on behalf of any entity or
entities, at the Annual Meeting of Stockholders to be held at the Westin St.
Francis, 335 Powell Street, San Francisco, California on May 17, 2000, at 9:00
a.m. local time and at any adjournment or postponement thereof (the "Annual
Meeting"), with the same force and effect as the undersigned might or could do
if personally present thereat. The shares represented by this Proxy shall be
voted in the manner set forth on the reverse side.
CONTINUED AND TO BE SIGNED ON REVERSE SIDE SIDE
SEE REVERSE SIDE
<PAGE>
[X] PLEASE MARK VOTES AS IN THIS EXAMPLE
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR EACH OF THE NOMINEES LISTED BELOW
AND A VOTE FOR THE OTHER PROPOSALS. THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE
VOTED AS SPECIFIED BELOW. THIS PROXY WILL BE VOTED FOR THE ELECTION OF THE
NOMINEES LISTED BELOW AND FOR THE OTHER PROPOSALS IF NO SPECIFICATION IS MADE.
1. To elect the following directors to serve for a term ending upon the 2003
Annual Meeting of Stockholders or until their successors are elected and
qualified:
NOMINEES: Brenda C. Rhodes and Jon H. Rowberry
[ ] FOR ALL NOMINEES
[ ] WITHHOLD AUTHORITY TO VOTE FOR ALL NOMINEES
[ ] ---------------------------
For all nominees, except for any nominee(s) whose name is written in the
space provided above.
2. To ratify the appointment of Deloitte & Touche LLP as the Company's
independent accountants for the fiscal year ending December 31, 2000.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. To transact such other business as may properly come before the Annual
Meeting and at any adjournment or postponement thereof.
[ ] MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT
Please sign your name.
Signature: Date:
-------------------------------- ----------
Signature: Date:
-------------------------------- ----------
NOTE: Signature(s) should agree with name(s) on Hall, Kinion & Associates, Inc.
stock certificate(s). Executors, administrators, trustees and other fiduciaries,
and persons signing on behalf of corporations, partnerships or other entities
should so indicate when signing. All joint owners must sign.
