<PAGE> 1
SCHEDULE 14A
PROXY STATEMENT PURSUANT TO SECTION 14(A)
OF THE SECURITIES EXCHANGE ACT OF 1934
<TABLE>
<S> <C>
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 sec. 240.14a-11(c) or sec. 240.14a-12
</TABLE>
DYNAMEX 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)(1) and
0-11.
(1) Title of each class of securities to which transaction applies:
Common Stock
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transactions applies:
10,069,490
- --------------------------------------------------------------------------------
(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:
- --------------------------------------------------------------------------------
[ ] 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:
- --------------------------------------------------------------------------------
(4) Date Filed:
- --------------------------------------------------------------------------------
<PAGE> 2
DYNAMEX INC.
1431 GREENWAY DRIVE
SUITE 345
IRVING, TEXAS 75038
---------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD FEBRUARY 17, 1999
---------------------
To the Stockholders of DYNAMEX INC.:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Dynamex
Inc., a Delaware corporation, will be held at the Four Seasons Resort and Club,
Conference Room 4, Lobby Level, 4150 N. MacArthur Boulevard, Irving, Texas
75038, on Wednesday, February 17, 1999, at 9:00 A.M. Dallas time for the
following purposes:
1. To elect six (6) directors of the Company.
2. To transact such other business as may properly come before the Annual
Meeting and any adjournments thereof.
Only stockholders of record at the close of business on January 4, 1999 are
entitled to notice of, and to vote at, the meeting or any adjournment thereof.
Whether or not you plan to attend the Annual Meeting and regardless of the
number of shares you own, you are requested to sign and return the enclosed
proxy card in the enclosed envelope (which requires no postage if mailed in the
United States).
By Order of the Board of Directors
/s/ ROBERT P. CAPPS
------------------------------------
Robert P. Capps,
Executive Vice President, Chief
Financial Officer and Secretary
January 15, 1999
Irving, Texas
<PAGE> 3
DYNAMEX INC.
1431 GREENWAY DRIVE
SUITE 345
IRVING, TEXAS 75038
---------------------
PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD FEBRUARY 17, 1999
---------------------
This Proxy Statement is furnished to stockholders of Dynamex Inc., a
Delaware corporation (the "Company"), in connection with the solicitation of
proxies by the Board of Directors of the Company for use at the Annual Meeting
of Stockholders to be held on Wednesday, February 17, 1999, and at any
adjournments or postponements thereof. Proxies in the form enclosed will be
voted at the Annual Meeting if properly executed, returned to the Company prior
to the meeting and not revoked. The proxy may be revoked at any time before it
is voted by giving written notice of revocation or a duly executed proxy bearing
a later date to the Secretary of the Company, or by appearing at the Annual
Meeting and revoking his or her Proxy and voting in person.
This Proxy Statement with the accompanying Proxy are first being mailed to
stockholders on or about January 15, 1999. The Company's Annual Report, covering
the Company's 1998 fiscal year, is enclosed herewith but does not form any part
of the materials for solicitation of proxies.
ACTIONS TO BE TAKEN AT THE MEETING
At the Annual Meeting, holders of the Company's Common Stock (the "Common
Stock") will consider and vote (i) to elect as directors of the Company Messrs.
Richard K. McClelland, James M. Hoak, Jr., Stephen P. Smiley, Wayne Kern, Brian
J. Hughes, and Kenneth H. Bishop, and (ii) to transact such other business as
may properly come before the Annual Meeting.
Only stockholders of record at the close of business on January 4, 1999
(the "Record Date"), are entitled to notice of, and to vote at, the Annual
Meeting. As of the close of business on the Record Date, the Company had issued
and outstanding, and entitled to vote at the Annual Meeting, 10,069,490 shares
of Common Stock. Holders of record of Common Stock are entitled to one vote per
share on the matters to be considered at the Annual Meeting.
The presence, either in person or by properly executed proxy, of the
holders of record of a majority of the voting power entitled to vote at the
Annual Meeting is necessary to constitute a quorum at the Annual Meeting. The
election as a director of each nominee set forth above requires the affirmative
vote of the holders of record of a plurality of the shares of Common Stock
present in person or by proxy and entitled to vote on the election of directors
at the meeting.
Where stockholders have appropriately specified how their proxies are to be
voted, they will be voted accordingly. An automated system administered by the
Company's transfer agent tabulates the votes. Abstentions and broker non-votes
will be counted toward determining whether a quorum is present at the Annual
Meeting. Votes submitted as abstentions on matters to be voted on at the Annual
Meeting will be counted as votes against such matters. Broker non-votes will not
count for or against the matters to be voted on at the Annual Meeting.
The accompanying proxy, unless the stockholder otherwise specifies in the
proxy, will be voted (i) for the election as director of the Company the six
nominees listed above, and (ii) at the discretion of the proxy holders on any
other matter that may properly come before the meeting or any adjournment
thereof. Where stockholders have appropriately specified how their proxies are
to be voted, they will be voted accordingly. If any other matter or business is
brought before the meeting, the proxy holders may vote the proxies at their
<PAGE> 4
discretion. The directors do not know of any such other matter or business.
Should any director nominee become unable or unwilling to accept nomination or
election, the proxy holders may vote the proxies for the election in his stead
of any other person the Board of Directors may recommend. Each nominee has
expressed his intention to serve the entire term for which election is sought.
DIRECTORS
A brief description of each director of the Company is provided below.
Directors hold office until the next annual meeting of the stockholders or until
their successors are elected and qualified.
Richard K. McClelland, 47, became the President, Chief Executive Officer
and a director of the Company in May 1995 upon the closing of the Company's
acquisition of Dynamex Express (the ground courier division of Air Canada),
where he also served as President since 1988. He was elected as Chairman of the
Board of the Company in February 1996. Prior to joining Dynamex Express in 1986,
Mr. McClelland held a number of advisory and management positions with the
Irving Group, Purolator Courier Ltd. and Sunbury Transport Ltd., where he was
engaged in the domestic and international same-day air, overnight air, and
trucking businesses.
James M. Hoak, Jr., 54, has served as a director of the Company since
February 1996. Mr. Hoak has served as Chairman and a principal of Hoak Capital
Corporation (a private equity investment firm) since September 1991. He has also
served as Chairman of HBW Holdings, Inc. (an investment bank) since July 1996.
HBW Holdings, Inc. is the parent corporation of Hoak Breedlove Wesneski & Co.,
one of the underwriters in the initial public offering and follow-on offering of
the Company's common stock. Mr. Hoak served as Chairman of Heritage Media
Corporation (a broadcasting and marketing services firm) from its inception in
August 1987 to its sale in August 1997. From February 1991 to January 1995, he
served as Chairman and Chief Executive Officer of Crown Media, Inc. (a cable
television company). From 1971 to 1987, he served as President and Chief
Executive Officer of Heritage Communications, Inc. (a diversified communications
company) and as its Chairman and Chief Executive Officer from August 1987 to
December 1990. Mr. Hoak is a director of MidAmerican Energy Company, PanAmSat
Corporation, Pier 1 Imports, Inc. and Texas Industries, Inc. See "Certain
Transactions".
Stephen P. Smiley, 49, has served as a director of the Company since 1993
and was a Vice President of the Company from December 1995 through February
1996. Mr. Smiley was President of Hoak Capital Corporation from 1991 through
February 1996. Mr. Smiley joined Hunt Financial Corporation (a private
investment company) as Executive Vice President in February 1996, and was
appointed President in January 1997. Mr. Smiley is also a director of Ergo
Science Corporation (a biopharmaceutical company).
Wayne Kern, 66, has served as a director of the Company since February
1996. Mr. Kern has served as Senior Vice President and Secretary of Heritage
Media Corporation since 1987 through August 1997. From 1991 to 1995, Mr. Kern
also served as Executive Vice President of Crown Media, Inc. From 1979 to 1991,
Mr. Kern served as the Executive or Senior Vice President, General Counsel and
Secretary of Heritage Communications, Inc. See "Certain Transactions".
Brian J. Hughes, 37, has served as a director of the Company since May
1995. Mr. Hughes has served as the Vice President -- Investments of Guidant
Mutual Insurance Company since September 1992. From 1986 to 1992, Mr. Hughes
served as Assistant Vice President -- Investments at Boatmen's National Bank.
Kenneth H. Bishop, 61, has served as a director of the Company since August
1996. From 1974 to August 1996, Mr. Bishop was President and General Manager of
Zipper Transportation Services, Ltd. and a related company (together "Zipper")
which operated a same-day delivery business in Winnipeg, Manitoba. The Company
acquired Zipper in August 1996. See "Certain Transactions".
2
<PAGE> 5
OPERATIONS AND COMPENSATION OF THE BOARD OF DIRECTORS
There were 5 meetings of the Board of Directors during fiscal year 1998. No
director attended fewer than 75% of the meetings of the Board (and any
committees thereof) that he was required to attend.
Directors who are employees of the Company do not receive additional
compensation for serving as directors. Each director who is not an employee of
the Company will receive an annual fee of $6,000 as compensation for his or her
services as a member of the Board of Directors. Non-employee directors will
receive an additional fee of $500 for each meeting of the Board of Directors
attended in person by such director and $250 for each telephonic meeting in
which such director participates. Non-employee directors who serve on a
committee of the Board of Directors will receive $500 for each committee meeting
attended in person and $250 for each telephonic committee meeting in which such
director participates. All directors of the Company are reimbursed for
out-of-pocket expenses incurred in attending meetings of the Board of Directors
or committees thereof, and for other expenses incurred in their capacities as
directors of the Company.
COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors has established three committees: a Compensation
Committee, an Audit Committee and an Executive Committee. Each of these
committees has two or more members who serve at the discretion of the Board of
Directors.
The Compensation Committee is responsible for reviewing and making
recommendations to the Board of Directors with respect to compensation of
executive officers, other compensation matters and awards under the Company's
stock option plan. During fiscal year 1998, the Compensation Committee consisted
of three members, Messrs. Bishop, Hughes and Smiley (none of whom is an officer
or employee of the Company). The Compensation Committee met one time during
fiscal year 1998. See "Report of the Compensation Committee" included elsewhere
in this proxy.
The Audit Committee is responsible for reviewing the Company's financial
statements, audit reports, internal financial controls and the services
performed by the Company's independent public accountants, and for making
recommendations with respect to those matters to the Board of Directors. During
fiscal year 1998, the Audit Committee consisted of two members, Messrs. Bishop
and Hughes. The Audit Committee met two times during fiscal year 1998.
The Executive Committee exercises all of the powers and authority of the
Board of Directors in the management of the business and affairs of the Company,
except as otherwise reserved in the Company Bylaws or designated by resolution
of the Board of Directors for action by the full board or another committee
thereof. The Executive Committee consists of three members, Messrs. McClelland,
Hoak and Smiley. The Executive Committee did not meet during fiscal year 1998.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
No executive officer of the Company serves as a member of the Board of
Directors or Compensation Committee of any entity, which has one or more
executive officers serving as a member of the Company's Board of Directors or
Compensation Committee. See "Certain Transactions", for certain fiscal 1998
transactions involving members of the Compensation Committee.
3
<PAGE> 6
EXECUTIVE COMPENSATION
The following summary compensation table sets forth the total annual
compensation paid or accrued by the Company to or for the account of the Chief
Executive Officer and the other top four most highly compensated executive
officers of the Company (collectively the "Named Executives") whose total salary
and bonus for the fiscal year ended July 31, 1998 exceeded $100,000:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
AWARDS
------------
ANNUAL COMPENSATION SECURITIES
----------------------------- UNDERLYING
NAME AND PRINCIPAL POSITION YEAR SALARY ($) BONUS ($) OPTIONS(#)
--------------------------- ---- ---------- --------- ------------
<S> <C> <C> <C> <C>
Richard K. McClelland............................... 1998 220,000 19,890 65,000
President and Chief Executive Officer 1997 200,000 120,000 99,000
1996 194,467 50,790 --
Robert P. Capps(1).................................. 1998 161,349 -- 35,000
Executive Vice President and 1997 141,950 54,250 46,000
Chief Financial Officer
Robert Dobrient(2).................................. 1998 111,346 -- --
Vice President
Ralph Embree(3)..................................... 1998 121,875 12,000 6,000
Vice President
James C. Isaacson(4)................................ 1998 129,350 -- --
Vice President
</TABLE>
- ---------------
(1) Mr. Capps was initially employed as an executive officer of the Company in
February 1996.
(2) Robert Dobrient was initially elected as an executive officer of the Company
in September 1997.
(3) Ralph Embree was initially elected as an executive officer of the Company in
September 1997.
(4) James C. Isaacson was initially elected as an executive officer of the
Company in September 1997.
EMPLOYMENT AND CONSULTING AGREEMENTS
The Company has entered into an employment agreement with Mr. McClelland
which provides for the payment of a base salary in the annual amount of
$220,000, participation in an executive bonus plan, an auto allowance of
Canadian $900 per month and participation in other employee benefit plans. The
agreement also provides that upon Mr. McClelland's exercise of certain stock
options to purchase 48,000 shares of common stock, the Company shall pay Mr.
McClelland a bonus equal to the exercise price multiplied by the number of
shares to be purchased by virtue of such exercise. Unless terminated earlier,
the employment agreement shall continue until May 31, 2000, upon which date such
agreement will be automatically extended for successive one-year renewal terms
unless notice is given upon the terms provided in such agreement. Additionally,
upon a sale or transfer of substantially all of the assets of the Company or
certain other events that constitute a change of control of the Company,
including the acquisition by a stockholder, other than certain named
stockholders, of securities representing 15% of the votes that may be cast for
director elections, the Company shall continue to pay Mr. McClelland the
compensation set forth in such agreement for the greater of two years from the
date of such change of control or the remainder of the agreement term. During
the term of the employment agreement and pursuant to such agreement, Mr.
McClelland shall be a member of the Board of Directors of the Company.
4
<PAGE> 7
1996 STOCK OPTION PLAN
The following table sets forth information regarding the grant of stock
options under the Company's Amended and Restated 1996 Stock Option Plan ("Option
Plan") during fiscal 1998 to the Named Executives:
OPTION/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
-----------------------
% OF
NUMBER OF TOTAL POTENTIAL
SECURITIES OPTIONS/ REALIZED VALUE AT ASSUMED
UNDERLYING SARS ANNUAL RATES OF STOCK
OPTIONS/ GRANTED TO EXERCISE PRICE APPRECIATION FOR
SARS EMPLOYEES OR BASE OPTION TERM
GRANTED IN FISCAL PRICE EXPIRATION --------------------------
NAME (#) YEAR ($/SHARE) DATE 5%($) 10%($)
---- ---------- ---------- --------- ---------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Richard K. McClelland...... 15,000 7.5% $10.375 24-Oct-07 $ 98,000 $248,000
50,000 24.9% $11.875 3-Jun-08 373,000 946,000
Robert P. Capps............ 10,000 5.0% $10.375 24-Oct-07 65,000 165,000
25,000 12.5% $11.875 3-Jun-08 187,000 473,000
Robert Dobrient............ -- -- -- -- --
Ralph Embree............... 6,000 3.0% $10.375 24-Oct-07 39,000 99,000
James C. Isaacson.......... -- -- -- -- --
</TABLE>
The following table sets forth information with respect to shares exercised
during the fiscal year 1998 by the Named Executives and information with respect
to options to purchase shares of the Company's common stock granted under the
Option Plan to the Named Executives and held by them at July 31, 1998:
OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
SHARES OPTIONS AT OPTIONS AT
ACQUIRED FY-END FY-END
ON VALUE EXERCISABLE/ EXERCISABLE/
NAME EXERCISE REALIZED UNEXERCISABLE UNEXERCISABLE
- ---- -------- -------- -------------- -----------------
<S> <C> <C> <C> <C>
Richard K. McClelland................. 48,000 $377,040 52,800/166,200 $308,550/$453,575
Robert P. Capps....................... -- -- 9,200/71,800 32,200/140,050
Robert Dobrient....................... -- -- --/-- --/--
Ralph Embree.......................... -- -- 5,700/28,800 19,950/86,550
James C. Isaacson..................... -- -- --/-- --/--
</TABLE>
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Under the securities laws of the United States, the Company's directors and
executive officers, and persons who own more than 10% of the Company's common
stock, are required to report their initial ownership of the Company's common
stock and any subsequent changes in that ownership to the Securities and
Exchange Commission. Specific due dates have been established for these reports,
and the Company is required to disclose in this report any failure to file by
these dates. Based solely upon a review of Forms 3, 4 and 5 furnished to the
Company, the Company believes that all of its directors, officers and applicable
stockholders timely filed these reports.
5
<PAGE> 8
STOCK PRICE PERFORMANCE
Set forth below is a line graph indicating the stock price performance of
the Company's common stock for the period beginning August 13, 1996 (the date of
the Company's initial public offering) and ending July 31, 1998 as contrasted
with the NASDAQ Composite Index and the Russell 2000 Stock Index**. The graph
assumes that $100 was invested at the beginning of the period and has been
adjusted for any stock dividends distributed after August 13, 1996. No cash or
stock dividends have been paid during this period.
COMPARATIVE CUMULATIVE TOTAL RETURN
AMONG DYNAMEX INC.,
NASDAQ COMPOSITE INDEX
AND RUSSELL 2000 INDEX
<TABLE>
<CAPTION>
NASDAQ
MEASUREMENT PERIOD RUSSELL 2000 COMPOSITE
(FISCAL YEAR COVERED) DYNAMEX INC. INDEX INDEX
<S> <C> <C> <C>
8/13/96 100.00 100.00 100.00
7/31/97 85.29 133.37 139.75
7/31/98 135.29 136.45 164.67
</TABLE>
ASSUMES $100 INVESTED ON AUGUST 13, 1996
ASSUMES DIVIDEND REINVESTED
FISCAL YEAR ENDING JULY 31, 1998
- ---------------
** The Russell 2000 Stock Index represents companies with a market
capitalization similar to that of the Company. The Company does not believe
it can reasonable identify a peer group because it believes that there is
only one public company engaged in lines of business directly comparative to
those of the Company.
6
<PAGE> 9
BENEFICIAL OWNERSHIP OF COMMON STOCK
The following table sets forth certain information regarding the beneficial
ownership of the Company's common stock as of November 20, 1998 for (i) each
person known by the Company to own beneficially more than 5% of the common
stock, (ii) each director (all of whom are nominees except for E.T. Whalen),
(iii) each Named Executive and (iv) all directors and executive officers of the
Company as a group. Except pursuant to applicable community property laws and
except as otherwise indicated, each stockholder identified in the table
possesses sole voting and investment power with respect to its or his shares.
<TABLE>
<CAPTION>
SHARES BENEFICIALLY
OWNED
--------------------
NAME OF BENEFICIAL OWNER NUMBER(1) PERCENT
- ------------------------ ---------- -------
<S> <C> <C>
Richard K. McClelland....................................... 55,800 *
James M. Hoak, Jr.(2)....................................... 1,333,442 13.24%
Stephen P. Smiley........................................... 7,160 *
Wayne Kern.................................................. 11,460 *
Brian J. Hughes(3).......................................... -- *
Kenneth H. Bishop........................................... 4,422 *
E.T. Whalen................................................. 4,000 *
Robert P. Capps............................................. 11,200 *
Robert Dobrient............................................. -- *
Ralph Embree................................................ 6,900 *
James C. Isaacson........................................... -- *
All directors and executive officers as a group............. 1,447,484 14.37%
Other 5% stockholders:
William Blair & Company, L.L.C.(4).......................... 614,954 6.11%
222 W. Adams Street
Chicago, IL 60606
</TABLE>
- ---------------
* Indicates less than 1%.
(1) Includes shares issuable upon the exercise of stock options outstanding and
fully vested as of November 20, 1998.
(2) Mr. Hoak's address is One Galleria Tower, Suite 1050, 13355 Noel Road,
Dallas, Texas 75240. Excludes an aggregate of 26,572 shares owned by Mr.
Hoak's wife and children, as to which shares Mr. Hoak disclaims beneficial
ownership.
(3) Excludes 254,000 shares beneficially owned by Guidant Mutual Insurance
Company, which employs Mr. Hughes as Vice President -- Investments. Mr.
Hughes disclaims beneficial ownership of such shares.
(4) As of most recent information provided by William Blair & Company, L.L.C.
(March 31, 1998). Includes 495,720 shares with respect to which William
Blair & Company, L.L.C. has sole investment power in its capacity as an
investment adviser and an aggregate of 119,234 shares that are owned
directly by William Blair & Company, L.L.C. and certain of its members.
7
<PAGE> 10
CERTAIN TRANSACTIONS
During the fiscal year ended July 31, 1998, the Company paid $147,000 to
James C. Isaacson, a Vice President of the Company, for rent on certain
properties owned by Mr. Isaacson. Rent payments for these properties are $11,300
per month.
During the fiscal year ended July 31, 1998, the Company paid Hoak Breedlove
Wesneski & Co. usual and customary fees related to investment banking services
rendered in such firm's capacity as a co-manager of the follow-on public
offering of the Company's common stock in the aggregate of $458,000. Mr. Hoak is
the Chairman and a director of Hoak Breedlove Wesneski & Co. In addition, Mr.
Hoak is Chairman and a principal stockholder of Hoak Breedlove Wesneski & Co.'s
parent corporation and Wayne Kern, a director of the Company, is the Secretary
of such parent corporation.
During the fiscal year ended July 31, 1998, the Company paid $109,000 to a
company affiliated with Kenneth Bishop, a director of the Company, for rent on
certain properties owned by such company. Rent payments for these properties are
$9,000 per month.
The Company has loaned its Chief Executive Officer, Richard K. McClelland,
$204,000 in connection with the exercise of certain stock options at the time of
the follow-on public offering in May 1998. The principal amount of this loan is
due in eight quarterly installments of $25,500 plus accrued interest which
accrues on the aggregate unpaid amount at the prime rate published by the
Company's primary lenders. At November 20, 1998, the principal balance
outstanding was $178,500.
The Company believes that all of the transactions set forth above were made
on terms no less favorable to the Company than could have been obtained from
unaffiliated third parties. All future transactions, including loans, between
the Company and its officers, directors, principal stockholders and affiliates,
will be approved by a majority of the Board of Directors, including a majority
of the independent and disinterested outside directors, and have been and will
be on terms no less favorable to the Company than could be obtained from
unaffiliated third parties.
RELATIONSHIP WITH INDEPENDENT AUDITORS
Representatives of Deloitte & Touche, the independent accounting firm that
audited the consolidated financial statements of the Company for the fiscal year
ended July 31, 1998, are expected to be present at the Annual Meeting with the
opportunity to make a statement if they desire to do so and to be available to
respond to appropriate questions.
STOCKHOLDER PROPOSALS
Any stockholder proposal to be presented for action at the 1999 annual
meeting of stockholders must be received at the Company's principal executive
offices no later than July 5, 1999, for inclusion in the proxy statement and
form of proxy relating to the 1999 Annual Meeting.
MISCELLANEOUS
The Board of Directors knows of no other matters, which are likely to come
before the Annual Meeting. If any other matters should properly come before the
Annual Meeting, it is the intention of the persons named in the accompanying
form of Proxy to vote on such matters in accordance with their best judgment.
8
<PAGE> 11
The solicitation of proxies is made on behalf of the Board of Directors of
the Company, and the cost thereof will be borne by the Company. The Company will
also reimburse brokerage firms and nominees for their expenses in forwarding
proxy material to beneficial owners of the Common Stock of the Company. In
addition, officers and employees of the Company (none of whom will receive any
compensation therefore in addition to their regular compensation) may solicit
proxies. The solicitation will be made by mail and, in addition, may be made by
telegrams, personal interviews, or telephone.
By Order of the Board of Directors
/s/ ROBERT P. CAPPS
------------------------------------
Robert P. Capps, Secretary
DATED: January 15, 1999
9
<PAGE> 12
REPORT OF THE COMPENSATION COMMITTEE
The Company's Compensation Committee (the "Committee") is empowered to
review and recommend to the full Board of Directors the annual compensation and
compensation procedures for all executive officers of the Company. The Committee
(comprised solely of non-employee directors) also administers the Option Plan.
As a matter of policy, the Compensation Committee believes that the annual
compensation of the executive officers should consist of both a base salary
component and bonus component. The base salary component should be based on
generally subjective factors and include the contribution the executive officer
made and is anticipated to make to the success of the Company, the level of
experience and responsibility of the executive officer, the competitive position
of the Company's executive compensation and the Company's historical levels of
compensation for executive officers. The Compensation Committee does not expect
to assign quantitative relative weights, however, to any of these factors. The
bonus component of the annual compensation of the executive officers should
provide executive officers with the opportunity to earn a significant portion of
their base salary in the form of incentive compensation, which therefore puts a
significant portion of their total compensation "at risk." This incentive
compensation is contingent upon the achievement of certain agreed upon
individual goals for each executive officer and the achievement of certain
corporate objectives such as continued growth in the Company's earnings and
revenues.
Effective as of January 1, 1997, the Company implemented a qualified 401(k)
plan for its U.S. employees. This plan is designed to provide the Company's
employees with a tax-deferred long-term savings vehicle. The Company does not
provide matching contributions to such Plan.
The Company does not provide for any long-term compensation for executive
officers other than through the granting of stock options. The Committee
believes that the grant of stock options enables the Company to more closely
align the economic interest of the executive officers to those of the
stockholders. Option grants are made in the discretion of the Compensation
Committee. The number of stock options granted to each executive employee is
based primarily on their relative positions and responsibilities within the
Company.
Pursuant to his employment contract with the Company, Richard K.
McClelland, the Company's chief executive officer, is entitled to a base salary
of $220,000 for fiscal year 1998 and an annual bonus not to exceed 60% of his
base salary for such fiscal year. For fiscal year 1998, Mr. McClelland was
awarded a bonus of $19,890, which amount represented 9.0% of his base
compensation and, when aggregated with his salary, represented a 25.0% decrease
over his aggregate fiscal 1997 salary and bonus. The decrease in bonus was based
primarily on the Company's failure to meet its earnings goals for fiscal 1998.
During fiscal 1998, Mr. McClelland was awarded options under the Company's Stock
Option Plan in October 1997 to purchase 15,000 shares of the Company's Common
Stock and in June 1998 was awarded options to purchase 50,000 shares of the
Company's Common Stock.
Compensation Committee
Stephen P. Smiley (chairman)
Brian J. Hughes
Kenneth H. Bishop
10
<PAGE> 13
PROXY
DYNAMEX INC.
The undersigned hereby (a) acknowledges receipt of the Notice of Annual
Meeting of Stockholders of Dynamex Inc. (the "Company") to be held on February
17, 1999, at 9:00 a.m., Dallas, Texas time, and the Proxy Statement in
connection therewith, and (b) appoints Richard K. McClelland his proxy, with
full power of substitution and revocation, for and in the name, place and stead
of the undersigned, to vote upon and act with respect to all of the shares of
Common Stock of the Company standing in the name of the undersigned or with
respect to which the undersigned is entitled to vote and act at said meeting or
at any adjournment thereof, and the undersigned directs that his proxy be voted
as follows:
ELECTION OF DIRECTORS
FOR nominees listed below except as
marked to the contrary below
WITHHOLD AUTHORITY to vote for all
nominees listed below
Richard K. McClelland, James M. Hoak, Jr., Stephen P. Smiley, Wayne Kern,
Brian J. Hughes and Kenneth H. Bishop
INSTRUCTION: To withhold authority to vote for any individual nominee, write
that nominee's name in the space below.
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IN THE DISCRETION OF THE PROXY, ON ANY OTHER MATTER THAT MAY PROPERLY COME
BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
IMPORTANT: SIGN ON OTHER SIDE
<PAGE> 14
THIS PROXY WILL BE VOTED AS SPECIFIED ON THE REVERSE SIDE. IF NO
SPECIFICATION IS MADE, THIS PROXY WILL BE VOTED FOR ALL NOMINEES FOR DIRECTORS.
The undersigned hereby revokes any proxy or proxies heretofore given to
vote upon or act with respect to such stock and hereby ratifies and confirms all
that said proxies, their substitutes, or any of them, may lawfully do by virtue
hereof.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY.
Dated:
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Signature
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(Signature if held jointly)
Please date the proxy and sign your name
exactly as it appears hereon. Where there
is more than one owner, each should sign.
When signing as an attorney,
administrator, executor, guardian or
trustee, please add your title as such.
If executed by a corporation, the proxy
should be signed by a duly authorized
officer. Please sign the proxy and return
it promptly whether or not you expect to
attend the meeting. You may nevertheless
vote in person if you do attend.
