<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] 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 Rule 14a-11(c) or Rule 14a-12
</TABLE>
STEINER LEISURE LIMITED
- --------------------------------------------------------------------------------
(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:
(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:
(4) Date Filed:
<PAGE> 2
(LOGO)
STEINER LEISURE LIMITED
April 28, 1998
Dear Shareholder:
You are cordially invited to attend the annual meeting of shareholders of
Steiner Leisure Limited, which will be held at the Atlantis Hotel, Paradise
Island, New Providence, The Bahamas, on Friday, June 26, 1998, at 1:00 p.m.
local time.
Details of the business to be conducted at the annual meeting are given in
the attached Notice of Annual Meeting and Proxy Statement.
Whether or not you attend the annual meeting, it is important that your
shares be represented and voted at the meeting. Therefore, I urge you to sign,
date and promptly return the enclosed proxy in the enclosed postage paid
envelope. If you decide to attend the annual meeting and vote in person, you
will still, of course, have that opportunity.
Sincerely,
/s/ Clive E. Warshaw
--------------------
Clive E. Warshaw
Chairman of the Board and
Chief Executive Officer
<PAGE> 3
STEINER LEISURE LIMITED
------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JUNE 26, 1998
------------------------
To the Shareholders:
The annual meeting of the shareholders of Steiner Leisure Limited (the
"Company") will be held at the Atlantis Hotel, Paradise Island, New Providence,
The Bahamas, on Friday, June 26, 1998, at 1:00 p.m. local time for the following
purposes:
1. To elect two Class II directors, each to serve for a term of three
years.
2. To ratify the appointment of Arthur Andersen LLP as independent
auditors for the Company for the fiscal year ending December 31, 1998.
3. To transact such other business as may properly come before the
meeting or any adjournment or postponement thereof.
Only shareholders of record at the close of business on April 20, 1998 are
entitled to notice of, and to vote at, this meeting and any adjournment or
postponement thereof.
By Order of the Board of Directors
Carl S. St. Philip, Jr.
Secretary
April 28, 1998
PLEASE COMPLETE, DATE AND SIGN THE ENCLOSED PROXY AND RETURN IT PROMPTLY IN THE
ENVELOPE PROVIDED, WHETHER OR NOT YOU PLAN TO ATTEND THE 1998 ANNUAL MEETING. IF
YOU ATTEND THE MEETING, YOU MAY VOTE YOUR SHARES IN PERSON IF YOU WISH, EVEN IF
YOU PREVIOUSLY RETURNED YOUR PROXY.
<PAGE> 4
STEINER LEISURE LIMITED
SUITE 104A
SAFFREY SQUARE
NASSAU, THE BAHAMAS
------------------------
PROXY STATEMENT
------------------------
This Proxy Statement and the accompanying proxy are being furnished to
shareholders of Steiner Leisure Limited, a Bahamian international business
company (the "Company"), in connection with the solicitation of proxies by the
Company's Board of Directors from holders of the Company's outstanding common
shares, (U.S.) $.01 par value per share (the "Common Shares"), for use at the
1998 annual meeting of shareholders of the Company to be held on Friday, June
26, 1998, at the Atlantis Hotel, Paradise Island, New Providence, The Bahamas,
at 1:00 p.m., local time, and at any adjournments or postponements thereof (the
"Annual Meeting"), for the purpose of considering and acting upon the matters
set forth in the accompanying Notice of Annual Meeting of Shareholders.
Only holders of record of Common Shares as of the close of business on
April 20, 1998 (the "Record Date") are entitled to notice of, and to vote at,
the Annual Meeting. At the close of business on such date, the Company had
16,482,590 Common Shares issued and outstanding, which reflects a three for two
share split effective on the date hereof. Holders of Common Shares are entitled
to one vote on each matter considered and voted upon at the Annual Meeting for
each Common Share held of record as of the Record Date. Holders of Common Shares
may not cumulate their votes for the election of directors. Common Shares
represented by a properly executed proxy, if such proxy is received in time and
not revoked, will be voted at the Annual Meeting in accordance with the
instructions indicated in such proxy. If no instructions are indicated, shares
represented by proxy will be voted "For" the election, as directors of the
Company, of the two nominees named in the proxy to serve until the 2001 annual
meeting of shareholders, "For" the ratification of the appointment of Arthur
Andersen LLP as independent auditors for the Company for fiscal year 1998 and in
the discretion of the proxy holders as to any other matter which may properly be
presented at the Annual Meeting.
This Proxy Statement and the accompanying proxy card are being mailed to
Company shareholders on or about April 28, 1998.
Any holder of Common Shares giving a proxy in the form accompanying this
Proxy Statement has the power to revoke the proxy prior to its use. A proxy can
be revoked (i) by an instrument of revocation delivered prior to the Annual
Meeting to the Secretary of the Company, (ii) by a duly executed proxy bearing a
later date than the date of the proxy being revoked or (iii) at the Annual
Meeting, if the shareholder is present and elects to vote in person. Mere
attendance at the Annual Meeting will not serve to revoke the proxy. All written
notices of revocation of proxies should be addressed as follows: Carl S. St.
Philip, Jr., Secretary, c/o CT Maritime Services, L.C., 1007 North America Way,
4th Floor, Miami, Florida 33132.
The holders of a majority of Common Shares issued and outstanding on the
Record Date, whether present in person or represented by proxy, will constitute
a quorum for the transaction of business at the Annual Meeting. The nominees
receiving a plurality of the votes will be elected as directors. Ratification of
the appointment of the Company's independent auditors and other matters properly
brought before the meeting will require the approval of a majority of the votes
cast. Only those votes cast for or against a proposal are used in determining
the results of a vote. Abstentions and broker non-votes are each included for
purposes of determining the presence or absence of a sufficient number of shares
to constitute a quorum, but are not considered as having voted for purposes of
determining the outcome of a vote.
<PAGE> 5
PROPOSAL 1 -- ELECTION OF DIRECTORS
The number of directors of the Company, as determined by the Board of
Directors pursuant to the Company's Amended and Restated Articles of Association
(the "Articles"), is six. In accordance with the Articles, the Board of
Directors of the Company consists of three classes: Class I, Class II and Class
III, consisting of one, two and three directors, respectively. One of the three
classes is elected each year to succeed the director or directors, as the case
may be, whose terms are expiring. Directors hold office until the annual meeting
for the year in which their terms expire and until their successors are elected
and qualified unless, prior to that date, they have resigned or otherwise left
office. Class II directors are to be elected at the Annual Meeting, Class III
directors are to be elected at the 1999 annual meeting of shareholders and the
Class I director is to be elected at the 2000 annual meeting of shareholders.
At the Annual Meeting, two Class II directors are to be elected to the
Board, each to serve until the annual meeting of shareholders to be held in
2001. The nominees for election at the Annual Meeting are Charles D. Finkelstein
and Jonathan D. Mariner. Both nominees presently are directors of the Company.
If either nominee is unable or unwilling to serve as a director, proxies may be
voted for a substitute nominee designated by the present Board. The Board of
Directors has no reason to believe that either such nominee will be unable or
unwilling to serve as a director.
The following table sets forth the names and ages (as of the date of the
Annual Meeting) of the directors, the class (and year that class stands for
election) to which each director has been nominated for election or elected, the
positions and offices, if any, held by each director with the Company and the
year during which each became a director of the Company.
<TABLE>
<CAPTION>
NAME AGE POSITIONS WITH THE COMPANY DIRECTOR SINCE
---- --- -------------------------- --------------
<S> <C> <C> <C>
CLASS II
NOMINEES FOR DIRECTORS TO
HOLD OFFICE UNTIL 2001
Charles D. Finkelstein............................. 46 Director 1997
Jonathan D. Mariner................................ 43 Director 1997
CLASS III
DIRECTORS HOLDING OFFICE UNTIL 1999
Leonard I. Fluxman................................. 40 Chief Operating Officer, 1995
Chief Financial Officer and
Director
Michele Steiner Warshaw............................ 52 Executive Vice President and 1995
Director
Steven J. Preston.................................. 46 Director 1997
CLASS I
DIRECTOR HOLDING OFFICE UNTIL 2000
Clive E. Warshaw................................... 56 Chairman of the Board and 1995
Chief Executive Officer
</TABLE>
Charles D. Finkelstein has served as a director of the Company since
February 1997. Since 1985, he has served as General Counsel, Secretary and a
director of Faber Coe & Gregg, Inc., which operates shops offering gifts,
sundries and newspapers and other publications in airports, train stations,
hotels and other venues in various parts of the United States.
Jonathan D. Mariner has served as a director of the Company since February
1997. Since February 1992, he has served as the Chief Financial Officer of the
Florida Marlins Major League Baseball Club. From February 1989 until February
1992, Mr. Mariner served as Vice President, Finance and Administration, for the
Greater Miami Convention and Visitors Bureau.
Leonard I. Fluxman has served as Chief Operating Officer, Chief Financial
Officer and a director of the Company since November 1995. Mr. Fluxman joined
the Company in June 1994, in connection with the
2
<PAGE> 6
Company's acquisition of Coiffeur Transocean (Overseas), Inc. ("CTO"). Mr.
Fluxman served as CTO's Vice President -- Finance from January 1990 until June
1994 and as its Chief Operating Officer from June 1994 until November 1996. Mr.
Fluxman, a certified public accountant, was employed by Laventhol and Horwath
from 1986 to 1989, during a portion of which period he served as a manager.
Michele Steiner Warshaw has served as a director of the Company since
November 1995 and served as its Senior Vice President -- Development from
January 1996 until March 1997, when she was named Executive Vice President of
the Company. Ms. Warshaw held a variety of positions with Steiner Group Limited,
now known as STGR Limited ("Steiner Group"), the Company's predecessor, from
1967 until November 1995, including assisting in the design and development of
shipboard facilities and services. From 1990 until November 1995, Ms. Warshaw
was involved exclusively in the Maritime Division of Steiner Group. Ms. Warshaw
resides in The Bahamas. Ms. Warshaw is the wife of Clive E. Warshaw.
Steven J. Preston has served as a director of the Company since April 1997.
Since March 1997, Mr. Preston has served as an independent financial consultant.
Since March 1997, he has also served as Chairman of the Board of The 203 Group,
L.C., an entity formed to engage in marketing and advertising services that is
currently inactive. From 1974 through February 1997, Mr. Preston was with Arthur
Andersen LLP ("Arthur Andersen"), including, from September 1985, as a tax
partner. Since 1995, Arthur Andersen has provided tax advice to the Company and
has served as the Company's independent auditors. Mr. Preston was the partner in
charge of Arthur Andersen's engagement to provide tax advice to the Company
prior to his departure from that firm. Mr. Preston provides consulting services
to the Company from time to time.
Clive E. Warshaw has served as Chairman of the Board, Chief Executive
Officer and a director of the Company since November 1995. Mr. Warshaw joined
Steiner Group in 1982 and was involved in both the land-based operations and
cruise line related operations (the "Maritime Division") of Steiner Group. Mr.
Warshaw served as the senior officer of the Maritime Division of Steiner Group
from 1987 until November 1995. Mr. Warshaw resides in The Bahamas.
RECOMMENDATION OF THE BOARD OF DIRECTORS
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE "FOR" THE
ELECTION OF CHARLES D. FINKELSTEIN AND JONATHAN D. MARINER AS CLASS II
DIRECTORS.
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
The Board met ten times in 1997.
The Company's Board of Directors has an Audit Committee and a Compensation
Committee, each of which was created in February 1997. The Board of Directors
does not have a nominating committee or any committee performing similar
functions. The full Board of Directors is involved in the consideration and
nomination of candidates to serve on the Board. Both the Audit Committee and the
Compensation Committee consist of Messrs. Finkelstein, Mariner (each of whom
joined the committees in February 1997) and Preston (who joined the committees
in April 1997). Mr. Preston serves as Chairman of each committee.
The Audit Committee is responsible for reviewing internal accounting
controls and accounting, auditing and financial reporting matters, including the
engagement of independent auditors. The Audit Committee met three times during
1997.
The Compensation Committee is responsible for reviewing and recommending
the compensation arrangements for executive officers, and certain other officers
of the Company and is responsible for administering the Company's 1996 Share
Option and Incentive Plan (the "Option and Incentive Plan"). The Compensation
Committee met six times during 1997.
COMPENSATION OF DIRECTORS
Messrs. Warshaw and Fluxman and Ms. Warshaw receive no compensation for
serving on the Board except for reimbursement of reasonable expenses incurred in
connection with their attendance at Board
3
<PAGE> 7
meetings. Under the Company's Non-Employee Directors' Share Option Plan (the
"Directors' Plan"), each director who is not an employee of the Company or any
subsidiary of the Company is automatically granted, upon election or re-election
to the Board or continuing as a director at an annual meeting of shareholders, a
ten year option to purchase 2,813 Common Shares at an exercise price equal to
the closing price of the Common Shares on the date of grant. The number of
shares represents the number of shares issuable upon exercise of options granted
annually under the Directors' Plan as originally adopted (1,250), adjusted to
reflect three for two splits of the Common Shares effective on October 24, 1997
and April 28, 1998, respectively (the "Share Splits"). The number of underlying
shares and the exercise prices indicated below with respect to grants in 1997
have been adjusted to reflect the Share Splits. Directors joining the Board
other than pursuant to election at an annual meeting of shareholders receive
options with the term and exercise price as described above, but in an amount
equal to a pro rata portion of 2,813 based on the amount of time between the
date such director joins the Board and the date of the next scheduled annual
meeting of shareholders. Options granted under the Directors' Plan become
exercisable commencing on the first anniversary of the date of grant, except
that in the event of a change in control of the Company, the options are
immediately exercisable. The Directors' Plan defines a "change in control" as
including, among other things, (i) the acquisition by a person or group of more
than 20% of the Company's outstanding voting securities without the prior
approval of the Company's Board of Directors or (ii) during any period of 24
consecutive months, individuals who, at the beginning of such period, were
directors of the Company, or individuals whose nomination or election was
approved by a vote of 66 2/3% of such directors or directors previously so
elected or nominated, ceasing for any reason to constitute a majority of the
Board. The option exercise price is payable either in cash (including certified
check, bank draft or money order) or by surrender of Common Shares having a fair
market value equal to the option exercise price. A total of 185,625 shares have
been reserved for issuance pursuant to the Directors' Plan. Upon joining the
Board in 1997, Messrs. Finkelstein and Mariner each were granted an option to
purchase 894 Common Shares at an exercise price of $8.722 per share and Mr.
Preston was granted an option to purchase 509 Common Shares at an exercise price
of $10.611 per share. The exercise price of the options to purchase 2,813 Common
Shares granted to each of Messrs. Finkelstein, Mariner and Preston in June 1997
is $12.222. The Directors' Plan may be amended by the Board of Directors.
Non-employee directors also are eligible to receive awards under the Company's
1996 Share Option and Incentive Plan, described below, and are reimbursed for
reasonable expenses in connection with their attendance at meetings of the Board
or committees thereof.
4
<PAGE> 8
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth information concerning compensation for
services in all capacities paid to, or earned by, the Company's executive
officers with respect to the fiscal years ended December 31, 1997, 1996 and
1995.
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
AWARDS
ANNUAL COMPENSATION(1) -------------
-------------------------------------- SECURITIES
OTHER ANNUAL UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY($) BONUS($) COMPENSATION(2) OPTIONS(#)(3) COMPENSATION
--------------------------- ---- --------- -------- --------------- ------------- ------------
<S> <C> <C> <C> <C> <C> <C>
Clive E. Warshaw.................... 1997 $341,250 $341,250 $ -- 90,000 $ --
Chairman of the Board and 1996 325,000 325,000 -- 324,000 --
Chief Executive Officer 1995 235,769 156,302 48,700(4) -- --
Leonard I. Fluxman.................. 1997 183,750 183,750(5) -- 369,000 2,375(6)
Chief Operating Officer 1996 175,000 175,000(5) -- 162,000 716(6)
and Chief Financial Officer 1995 114,231 56,077 -- -- --
Michele Steiner Warshaw............. 1997 140,000 48,510 -- 12,150 --
Executive Vice President 1996 125,000 40,000 -- 81,000 --
1995 66,950 -- 13,149(7) -- --
Amanda Jane Francis................. 1997 120,000 90,000 -- 11,700 --
Senior Vice President -- Operations 1996
of Steiner Transocean Limited 1995 23,355 26,753 5,500(8) -- --
Sean C. Harrington(9)............... 1997 133,069(10) 39,477 -- 49,050 4,255(11)
Managing Director of Elemis
Limited 1996 122,926(10) 26,414 -- 14,184 4,257(11)
</TABLE>
- ---------------
(1) Certain of the Company's executive officers' compensation during the years
in question was paid, in total or in part, in British pounds. All such
amounts are presented in U.S. dollars based on the average exchange rate
for the year in question. The Company commenced operations in November
1995. For the first ten months of 1995, compensation was paid to the
indicated persons by the Maritime Division of Steiner Group, the Company's
predecessor.
(2) Where no amount is indicated, the aggregate values of the perquisites and
other personal benefits received by the executive officer for the indicated
years were below the required threshold for disclosure (the lesser of
$50,000 or 10% of the total annual salary and bonus for such executive
officer).
(3) Reflects adjustment for the Share Splits.
(4) Includes approximately $20,580 representing payments relating to an
apartment used by Mr. Warshaw (and Ms. Warshaw).
(5) Includes $30,000 deferred pursuant to a deferred compensation agreement
between Mr. Fluxman and the Company.
(6) Represents the Company's contribution to Mr. Fluxman's account under the
Company's 401(k) plan.
(7) Includes approximately $12,320 representing payments with respect to an
automobile allowance.
(8) Includes $4,741 representing payments with respect to an automobile
allowance.
(9) Mr. Harrington joined the Company effective January 1, 1996, upon the
Company's acquisition of Elemis Limited.
(10) Includes approximately $46,796 and $44,606 for 1997 and 1996, respectively,
which is designated as a bonus, but the payment of which was guaranteed
under Mr. Harrington's employment agreement.
(11) Consists of Company contributions to a private pension arrangement
maintained on behalf of Mr. Harrington.
5
<PAGE> 9
OPTION GRANTS IN 1997
The following table sets forth information regarding grants of options to
purchase Common Shares made by the Company during fiscal year 1997 to each of
the executive officers of the Company. No share appreciation rights were granted
during 1997.
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS(1)
------------------------------------------------------
NUMBER OF PERCENT OF
SECURITIES TOTAL OPTIONS GRANT
UNDERLYING GRANTED TO EXERCISE DATE
OPTIONS EMPLOYEES PRICE EXPIRATION PRESENT
NAME GRANTED(#) IN 1997 ($/SHARE) DATE VALUE(2)
---- ---------- ---------------- --------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Clive E. Warshaw................................ 90,000 16.16% $10.556 03/20/07 $ 409,746
Leonard I. Fluxman.............................. 45,000 8.08 10.556 03/20/07 204,873
162,000(3) 29.09 20.583 12/04/07 1,438,204
162,000(4) 29.09 25.729 12/04/07 1,797,768
Michele Steiner Warshaw......................... 12,150 2.18 10.556 03/20/07 55,316
Amanda Jane Francis............................. 11,700 2.10 10.556 03/20/07 53,267
Sean C. Harrington.............................. 4,050 0.73 10.556 03/20/07 18,439
45,000 8.08 18.125 12/21/07 351,789
</TABLE>
- ---------------
(1) All options were granted pursuant to the Company's 1996 Share Option and
Incentive Plan. Unless otherwise indicated, the options vest and become
exercisable in equal amounts over three years and have terms of ten years.
The numbers of underlying securities reflect the Share Splits. See
"Executive Compensation -- Employment Agreements" and "-- 1996 Share Option
and Incentive Plan."
(2) Based on the Black-Scholes option pricing model adapted for use in valuing
executive stock options using the following assumptions: (a) expected
volatility of 37.8%, (b) risk-free rate of return of 6.0%, (c) dividend
yield of 0.0 and (d) exercise term of 5 years. The actual value, if any, an
executive officer may realize will depend on the excess of the share price
over the exercise price on the date the option is exercised, so there is no
assurance the value realized by an executive officer will be at or near the
value estimated by the Black-Scholes model.
(3) The options vest and become exercisable in equal amounts in December 1998
and December 1999, respectively.
(4) The options vest and become exercisable in equal amounts in December 2000
and December 2001, respectively.
AGGREGATE OPTION EXERCISES IN 1997 AND YEAR-END 1997 VALUES
The following table sets forth information regarding option exercises and
the number and year-end value of unexercised share options held at December 31,
1997 by each of the Company's executive officers.
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS AT OPTIONS AT
SHARES FY-END(#) FY-END($)(1)
ACQUIRED ---------------- --------------------
ON VALUE EXERCISABLE/ EXERCISABLE/
NAME EXERCISE (#) REALIZED ($) UNEXERCISABLE UNEXERCISABLE
---- ------------ ------------ ---------------- --------------------
<S> <C> <C> <C> <C>
Clive E. Warshaw................................ 2,250 $29,000 105,750/306,000 $1,565,629/4,100,559
Leonard I. Fluxman.............................. 6,750 89,248 47,250/477,000 699,536/2,050,277
Michele Steiner Warshaw......................... -- -- 27,000/66,150 399,735/921,353
Amanda Jane Francis............................. 3,750 49,583 17,813/54,825 263,721/755,818
Sean C. Harrington.............................. 4,728 61,356 1/58,505 15/291,224
</TABLE>
- ---------------
(1) The amounts set forth represent the difference between the $20.583 closing
price of the Common Shares issuable upon exercise of the options at December
31, 1997 and the exercise price of the options, multiplied by the applicable
number of shares issuable upon exercise of the options. The numbers of
underlying securities reflect the Share Splits.
6
<PAGE> 10
EMPLOYMENT AGREEMENTS
The Company has entered into employment agreements with its executive
officers, as described below. All of those agreements provide for, among other
things: (i) the termination of the employee by the Company solely upon the
occurrence of specified events relating to the employee's conduct; (ii) an
agreement from the employee not to compete with the Company, not to disclose
certain confidential information of the Company and not to solicit employees of
the Company to leave the Company's employ; and (iii) the continuation of
compensation payments to a disabled executive officer until the officer has been
unable to perform the services required of him or her for an aggregate of six
months in any 12 month period. Each agreement also provides for an automobile
allowance and health insurance.
The Company has entered into six-year employment agreements, effective as
of January 1, 1996, with Clive E. Warshaw, Chairman of the Board and Chief
Executive Officer, and Leonard I. Fluxman, Chief Operating Officer and Chief
Financial Officer. The agreements, as amended in December 1997 and March 1998,
respectively, provide for annual base salaries of not less than $370,000 and
$240,000, respectively, plus quarterly incentive bonuses based on the Company's
attainment of certain targeted earnings levels in amounts up to the base
salaries. Those earnings levels are required to be approved for such purpose by
the Compensation Committee. The agreements also provide for payments to be used
for the purchase of disability insurance policies. Under the Agreements, if,
after a change in control of the Company, the employment of Mr. Warshaw or Mr.
Fluxman is terminated, including by either of such persons as a result of a
reduction in salary or other benefits, certain relocations or a determination by
such person that his employment changed materially adversely, he would be
entitled to receive an amount equal to 2.99 times his then base salary plus any
bonus then due him, and all of his share options then not yet vested would
become immediately exercisable. For such purposes, a "change in control" means
(i) a change in control that would be required to be reported on Form 8-K under
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), other than
a transaction arranged or approved by the Board of Directors of the Company,
(ii) any person or group, with certain exceptions, becoming the beneficial owner
of 25% or more of the voting power of the then outstanding securities of the
Company otherwise than through a transaction arranged or approved by the Board
of Directors of the Company, (iii) 25% or more of the assets of the Company
being sold otherwise than through a transaction approved by the Board of
Directors of the Company or (iv) during a 12-month period, any three
individuals, each of whom is at the beginning of such period a member of the
Company's Board of Directors and an officer of the Company or an entity
controlled by the Company, ceasing to serve in such positions other than through
voluntary resignation.
The Company has also entered into a deferred compensation agreement with
Mr. Fluxman, effective December 1996, pursuant to which Mr. Fluxman may elect to
defer a designated portion of his cash compensation. Such designated amounts are
held in an account maintained by the Company, which would include earnings, if
any, realized with respect to the funds in such account. All amounts in such
account are the property of the Company until distributed to Mr. Fluxman upon
his termination of employment. Under an agreement between Mr. Fluxman and the
Company, effective March 1997, such amounts are invested pursuant to a life
insurance policy for the benefit of Mr. Fluxman under which the Company pays the
premiums and is entitled to receive an amount equal to the total of such
premiums paid from Mr. Fluxman or out of the insurance policy's death benefit
proceeds.
The Company has entered into six-year employment agreements, effective
January 1, 1996, with Michele Steiner Warshaw, Executive Vice President, and
Amanda Jane Francis, Senior Vice President -- Operations of Steiner Transocean
Limited, a Bahamian subsidiary of the Company that conducts its shipboard
operations ("Steiner Transocean"). Those agreements, as amended in March 1997,
provide for the payment of annual base salaries of not less than $147,000 and
$126,000, respectively, plus bonuses. The bonus payable to Ms. Warshaw is as
determined by the Compensation Committee of the Board of Directors. Ms. Francis
is entitled to quarterly bonuses up to an aggregate of $95,000 based on the
attainment of targeted quarterly
7
<PAGE> 11
revenues by Steiner Transocean, which revenues are required to be approved for
such purpose by the Compensation Committee.
The Company has entered into a five-year employment agreement, effective
January 1, 1996, with Sean C. Harrington, the Managing Director of Elemis
Limited, a United Kingdom subsidiary of the Company which arranges for the
production, packaging and supplying of the Company's products ("Elemis"). For
1998, Mr. Harrington's base salary is approximately $140,000. In addition, for
1998, Mr. Harrington is entitled to quarterly bonuses up to a total of
approximately $140,000 based on the attainment by Elemis of certain targeted
sales, which targeted sales are required to be approved for such purpose by the
Compensation Committee. Those amounts are based on the British pound to U.S.
dollar exchange rate on April 14, 1998. In addition, the agreement provides that
the Company will pay annually into a pension plan maintained on behalf of Mr.
Harrington an amount equal to five percent of his base salary.
1996 SHARE OPTION AND INCENTIVE PLAN
Under the Company's 1996 Share Option and Incentive Plan (the "Option and
Incentive Plan"), directors and officers and certain other employees of, and
consultants to, the Company can be granted a variety of long term incentives,
including non-qualified share options, incentive share options, grants of
restricted and unrestricted shares, performance share awards, share appreciation
rights and exercise payment rights. The Option and Incentive Plan is
administered by the Compensation Committee of the Board of Directors. Under the
Option and Incentive Plan, the Compensation Committee will determine, in its
discretion, among other things, which officers, employees, consultants and
directors will receive awards, when the awards will be granted, the type of
awards to be granted, the number of shares or cash involved in each award, the
time or times when any options granted will become exercisable and, subject to
certain conditions, the price and duration of such options. Except as may be
required under any applicable regulatory rules, the Board of Directors has the
right at any time to amend or discontinue the Option and Incentive Plan without
the consent of participants or the Company's shareholders, provided that no such
action may adversely affect awards previously granted without the recipient's
consent.
Options granted under the Option and Incentive Plan may be made exercisable
in specified installments. The term of any option may not exceed ten years from
the date of grant. Payment of the option price may be made by certified or bank
cashier's check, by tender of Common Shares having a fair market value equal to
the option exercise price or by any other means acceptable to the Compensation
Committee.
The Option and Incentive Plan provides that in the event of a change in
control (which has the same meaning as under the Directors' Plan) of the
Company, all share options granted under the Option and Incentive Plan will
automatically become fully exercisable. In addition, at any time, the
Compensation Committee may accelerate awards and waive conditions and
restrictions on any awards under the Option and Incentive Plan to the extent it
may deem appropriate.
A total of 1,620,000 Common Shares have been reserved for issuance under
the Option and Incentive Plan, although that number is subject to adjustment for
share dividends, share splits, recapitalizations and certain other events. The
expiration date of the Option and Incentive Plan, after which awards may not be
made thereunder, is August 15, 2006.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Until February 1997, the Board of Directors did not have a compensation
committee (or other Board committee performing equivalent functions). Until that
time, decisions with respect to compensation of executive officers of the
Company and its subsidiaries were made by the Board of Directors and all members
of the Board participated in deliberations concerning such decisions. The Board
of Directors then consisted of Clive E. Warshaw, the Chairman of the Board and
Chief Executive Officer of the Company, Leonard I. Fluxman, the Chief Operating
Officer and Chief Financial Officer of the Company, and Michele Steiner Warshaw,
then the Senior Vice President -- Development of the Company.
8
<PAGE> 12
Steven J. Preston, who joined, and became Chairman of the Compensation
Committee in February 1997, provided during 1997, and continues to provide from
time to time, consulting services to the Company.
COMPENSATION OF CERTAIN OFFICERS
Victoria Schaverein, the Managing Director of Steiner Training Limited, a
United Kingdom subsidiary of the Company responsible for the training of
shipboard employees ("Training"), and the daughter of Mr. Warshaw and Ms.
Warshaw, received compensation of approximately $82,000 and other benefits with
an aggregate value of approximately $17,300 in 1997. In addition, in March 1997,
Ms. Schaverein was granted an option to purchase 6,300 of the Company's Common
Shares at an exercise price of $10.556 per share. For 1998, Ms. Schaverein will
receive a salary of approximately $70,000 plus a car allowance and certain other
benefits. In addition, she will be entitled to receive a bonus of up to
approximately $16,700 if all of the budgeted targets of Training and the
budgeted revenues of Steiner Transocean are met. In March 1998, Ms. Schaverein
was granted an option to purchase 6,015 of the Common Shares at an exercise
price of $34.542 per share pursuant to the Option and Incentive Plan. Robert
Schaverein, the Sales Manager of Elemis since May 1996 and the husband of
Victoria Schaverein, received compensation of approximately $83,400, and other
benefits with an aggregate value of approximately $9,000 in 1997. In March 1997,
Mr. Schaverein was granted an option to purchase 675 of the Company's Common
Shares at an exercise price of $10.556 per share. For 1998, Mr. Schaverein will
receive a salary of approximately $50,000 plus a car allowance and certain other
benefits. In addition, he will be entitled to receive a bonus of up to
approximately $33,500 if certain Elemis sales targets are met and up to five
percent of the amount by which Elemis sales for the year exceed the targeted
amount, up to $16,700. In March 1998, Mr. Schaverein was granted an option to
purchase 3,015 of the Common Shares at an exercise price of $34.542 per share
pursuant to the Option and Incentive Plan. The above compensation amounts for
1997 are based on the average British pound to U.S. dollar exchange rate for
1997. The compensation amounts for 1998 are based on the British pound to U.S.
dollar exchange rate on April 14, 1998. The numbers of underlying shares and the
exercise prices indicated above have been adjusted to reflect the Share Splits.
The compensation payable to Ms. Schaverein and Mr. Schaverein (including the
targets upon which their bonuses are based) is required to be approved by the
Compensation Committee.
REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION
On February 10, 1997, the Board appointed a Compensation Committee with
Messrs. Finkelstein and Mariner, both non-employee directors, as its initial
members. Prior to that time, decisions regarding compensation of executive
officers of the Company were made by the Board of Directors, which included no
non-employee directors. Mr. Preston, also a non-employee director, was appointed
to the Compensation Committee as its Chairman effective April 1, 1997. All
executive officer compensation for 1997 was approved by the Compensation
Committee.
COMPENSATION PHILOSOPHY
The Compensation Committee believes that the Company's goal of maximizing
shareholder value is dependent to a significant extent on the Company's ability
to attract and retain qualified executive officers. In order to do so, the
Compensation Committee believes that the Company is required to offer attractive
compensation packages, including competitive salaries. The Compensation
Committee also believes that shareholder value is further enhanced by aligning
the interests of its executive officers with the interests of its shareholders.
In the opinion of the Compensation Committee, the compensation arrangements for
the Company's executive officers promote such an alignment of interests by
offering (i) compensation in the form of bonuses tied to specified Company
performance criteria or to be awarded based on other measures of individual or
Company performance and (ii) the opportunity to receive Common Shares, or
options to purchase Common Shares of the Company under the Option and Incentive
Plan.
9
<PAGE> 13
COMPONENTS OF COMPENSATION
The Company's compensation program for its executive officers is designed
to attract, motivate, reward and retain personnel capable of making significant
contributions to the long-term success of the Company. The program consists of
four components -- salary, bonuses, awards under the Option and Incentive Plan
and various employee benefits (including automobile allowances as well as
medical and life insurance and, for Mr. Fluxman and Ms. Francis, who are based
in the United States, 401(k) plan benefits generally available to the employees
of the Company). The program places a significant percentage of the Company's
most senior executive officers' compensation at risk, rewarding the executives
if the performance of the Company warrants and, accordingly, encouraging the
building of shareholder value.
The compensation payable to the executive officers of the Company is based
on the Company's employment agreements with its executive officers (the
"Employment Agreements"), which are described above under "Executive
Compensation-- Employment Agreements." The Employment Agreements were initially
entered into prior to the Company's initial public offering in November 1996 and
prior to the formation of the Compensation Committee, and have been amended
since then to increase the amounts payable thereunder.
In determining amounts of compensation, the Compensation Committee
considers compensation practices of other publicly traded entities and the
advice of independent compensation consultants. Those sources, as well as
internally generated information, are evaluated by the Compensation Committee in
establishing and approving key executive compensation. The Compensation
Committee strives to strike an appropriate balance between base salary
(attracting and retaining qualified personnel), bonuses (rewarding achievement
of short-term critical objectives) and option awards (directly aligning long
term incentives with results for shareholders). The Committee believes that
these three components help to maximize shareholder value by attracting
qualified personnel to the Company, and incentivizing executive officers to
achieve the short and long-term goals of the Company.
Annual Base Salary. The Employment Agreements for four of the five
executive officers (Ms. Warshaw's bonus is payable in the discretion of the
Compensation Committee) reflect increases from prior years in base salary and
potential bonus payments. The Compensation Committee believed those increases to
be appropriate in view of the Company's strong performance during 1996, the
performance of the respective executive officers, and the increased
responsibilities of those officers as a result of the growth of the Company and
the additional responsibilities resulting from the Company's becoming a publicly
held entity commencing in 1996. The base salaries set forth in each Employment
Agreement may not be reduced by the Compensation Committee.
Annual Bonuses. The Employment Agreements for Clive E. Warshaw, Chairman
of the Board and Chief Executive Officer, and Leonard I. Fluxman, Chief
Operating Officer and Chief Financial Officer, provide for incentive bonuses
directly tied to the performance of the Company. Those bonuses, which, in the
aggregate, may not exceed the respective base salaries of Messrs. Warshaw and
Fluxman for the year, are payable quarterly if the Company attains targeted
levels of earnings (before taxes, depreciation and amortization) through the end
of each quarter, which earnings levels are required to be approved by
Compensation Committee. The bonuses may not exceed five percent (with respect to
Mr. Warshaw) and two and one-half percent (with respect to Mr. Fluxman) of such
targeted earnings. For 1997, the targeted earnings represented an increase in
earnings for the Company's services and product sales from the prior year. The
Company exceeded the targeted earnings in each of the four quarters of 1997 and
Messrs. Warshaw and Fluxman each received the maximum bonus payable under his
Employment Agreement.
For 1997, under her Employment Agreement, Michele Steiner Warshaw,
Executive Vice President, was entitled to such bonus as the Compensation
Committee determined. For 1997, Ms. Warshaw received a bonus of $48,510. In
approving that bonus, the Compensation Committee considered, primarily, the
growth of the Company's revenues and earnings during 1997 and Ms. Warshaw's
performance. Under her Employment Agreement, Amanda Jane Francis, Senior Vice
President -- Operations, is eligible for quarterly bonuses based on the
attainment of targeted quarterly revenues of Steiner Transocean, which revenues
are required to be approved for such purpose by the Compensation Committee.
10
<PAGE> 14
The bonus for Sean C. Harrington, Managing Director of Elemis, was based on
the attainment by Elemis of targeted sales, which were approved by the
Compensation Committee. The targeted sales for 1997 represented an increase in
such sales from the prior year. For 1997, Mr. Harrington received a bonus
representing the maximum bonus for which he was eligible. The sales targets upon
which Mr. Harrington's bonus are based are required to be approved by the
Compensation Committee for such purpose.
Long-Term Incentive Compensation. The Option and Incentive Plan was
adopted in November 1996, shortly before the Company's initial public offering.
The Compensation Committee makes annual grants of share options under the Option
and Incentive Plan to executive officers (and other employees) in amounts based
on the relative responsibilities of the executive officers and with the
intention of providing additional incentives directly linked to the performance
of the Company. In addition, as described above under "Executive
Compensation -- 1996 Share Option and Incentive Plan," under the Option and
Incentive Plan, the Compensation Committee may award to executive officers and
other employees of the Company other forms of long-term incentives upon such
terms and conditions as the Compensation Committee may determine. The
Compensation Committee evaluates the performance of the executive officers and
establishes any criteria or guidelines it deems appropriate in determining
whether, and to what extent, it should make awards under the Option and
Incentive Plan. In addition to the annual grant of options, in December 1997,
the Compensation Committee awarded Mr. Fluxman an option to purchase 324,000
Common Shares in recognition of the Company's strong performance for the first
three quarters of 1997 and Mr. Fluxman's increased responsibilities relating to
the Company's publicly held status as well as its growth, including taking steps
toward the development of expanded land-based operations. Those options are in
two equal tranches. The first tranche has an exercise price equal to the market
price on the date of grant and vests and becomes exercisable in equal amounts on
the first and second anniversaries of the grant date. The second tranche has an
exercise price 25% higher than the first tranche and vests and becomes
exercisable in equal amounts on the third and fourth anniversaries of the grant
date. Also, in December 1997, the Compensation Committee awarded Mr. Harrington
an option to purchase 45,000 Common Shares at an exercise price equal to the
market price on the grant date. That grant was made in recognition of Mr.
Harrington's performance during the first three quarters of 1997 and his
increased responsibilities in connection with the Company's efforts to develop
expanded land-based operations. That option vests and becomes exercisable in
equal amounts on each of the first three anniversaries of the date of the grant.
MEMBERS OF THE COMPENSATION COMMITTEE:
Charles D. Finkelstein
Jonathan D. Mariner
Steven J. Preston
11
<PAGE> 15
PERFORMANCE GRAPH
The following graph compares the change in the cumulative total shareholder
return on the Company's Common Shares against the cumulative total return
(assuming reinvestment of dividends) of the Nasdaq Stock Market (U.S. and
foreign) Index and the Dow Jones Industry Group REQ (other recreational products
and services) for the period beginning November 13, 1996 (the commencement date
of the Company's initial public offering) and ending December 31, 1996 and for
fiscal year 1997. The Company has not paid dividends on its Common Shares. The
graph assumes that $100.00 was invested on November 13, 1996 in the Common
Shares at a per share price of $5.781 (which reflects adjustment for the Share
Splits), the initial public offering price, and in each of the comparative
indices. The share price performance on the following graph is not necessarily
indicative of future share price performance.
COMPARISON OF CUMULATIVE RETURN
<TABLE>
<CAPTION>
NASDAQ
STOCK
STEINER MARKET (U.S. DOW JONES
MEASUREMENT PERIOD LEISURE AND FOREIGN) INDUSTRY
(FISCAL YEAR COVERED) LIMITED INDEX GROUP REQ
<S> <C> <C> <C>
11/13/96 100 100 100
12/31/96 155 103 98
12/31/97 357 126 121
</TABLE>
CERTAIN TRANSACTIONS
Effective January 1, 1996, the Company purchased all of the outstanding
shares of Elemis for non-interest bearing promissory notes in the aggregate
principal amount of $543,000 (based on an exchange rate of approximately $1.53
U.S. dollars to the British pound), which was the book value of Elemis at the
time the shares were purchased. During 1997, the Company made payments totaling
$217,000 under the notes. The shares of Elemis were owned 95% and 5% by Nicolas
D. Steiner and Clive E. Warshaw, respectively. Mr. Steiner and Mr. Warshaw owned
67% and 33%, respectively, of a company (the "Former Parent") that, until
October 31, 1996, owned all of the shares of the Company. Mr. Steiner is the
brother of Michele Steiner Warshaw, the Executive Vice President and a director
of the Company, and directed the land-based activities of Steiner Group (the
Maritime Division of which was the Company's predecessor) until December 1995.
12
<PAGE> 16
SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS
The following table sets forth certain information, as of April 13, 1998,
regarding the beneficial ownership (adjusted to reflect the April 1998 share
split) of the Company's Common Shares of (a) each person known by the Company to
be the beneficial owner of more than five percent of the outstanding Common
Shares, (b) each director and each executive officer of the Company and (c)
directors and executive officers of the Company as a group. All of the
individuals listed are executive officers and/or, as the case may be, directors
of the Company. The address for directors and executive officers of the Company
is the address of the Company, Suite 104A, Saffrey Square, Nassau, The Bahamas.
Unless otherwise indicated, the beneficial owner had sole voting and dispositive
power with respect to the shares.
<TABLE>
<CAPTION>
NUMBER OF
NAME AND ADDRESS OF BENEFICIAL OWNER SHARES OWNED PERCENTAGE
------------------------------------ ------------ ----------
<S> <C> <C>
Clive E. Warshaw............................................ 4,765,260(1) 28.82%
Leonard I. Fluxman.......................................... 15,000(2) *
Michele Steiner Warshaw..................................... 4,765,260(3) 28.82%
Amanda Jane Francis......................................... 3,900(4) *
Sean C. Harrington.......................................... 1,351(5) *
Charles D. Finkelstein...................................... 3,854(6) *
Jonathan D. Mariner......................................... 5,954(6) *
Steven J. Preston........................................... 3,545(7) *
Directors and executive officers as a group (8 persons)..... 4,798,864(8) 29.03%
J.P. Morgan & Co. Incorporated.............................. 1,354,050(9) 8.19%
60 Wall Street
New York, New York 10260
American Express Company.................................... 1,215,000(10) 7.35%
American Express Tower
200 Vesey Street
New York, NY 10285
</TABLE>
- ---------------
* Less than one percent
(1) Includes 30,000 shares issuable upon exercise of options exercisable within
sixty days of April 13, 1998, and 4,050 shares owned by Michele Steiner
Warshaw, Mr. Warshaw's wife, as to which Mr. Warshaw disclaims beneficial
ownership.
(2) Represents shares issuable upon exercise of options exercisable within
sixty days of April 13, 1998.
(3) Includes 4,050 shares issuable upon exercise of options exercisable within
sixty days of April 13, 1998, and 4,761,210 shares owned by Clive E.
Warshaw as to which Ms. Warshaw disclaims beneficial ownership.
(4) Represents shares issuable upon exercise of options exercisable within
sixty days of April 13, 1998.
(5) Represents shares issuable upon exercise of options exercisable within
sixty days of April 13, 1998.
(6) Includes 3,707 shares issuable upon exercise of options exercisable within
sixty days of April 13, 1998.
(7) Includes 3,322 shares issuable upon exercise of options exercisable within
sixty days of April 13, 1998.
(8) Includes 65,037 shares issuable upon exercise of options exercisable within
sixty days of April 13, 1998.
(9) According to a Schedule 13G dated December 31, 1997, J.P. Morgan & Co.
Incorporated, a parent holding company, filed the Schedule 13G on behalf of
its subsidiaries, Morgan Guaranty Trust Company of New York, a bank, and
J.P. Morgan Investment Management, Inc. and J.P. Morgan Florida Federal
Savings Bank, both investment advisers, which entities, in the aggregate,
had, as of such date, sole dispositive power over all of the shares, and
sole voting power over 1,181,400 of the shares.
(10) According to a Schedule 13G dated December 31, 1997, as of that date,
American Express Company, a parent holding company ("AEC"), filed the
Schedule 13G on behalf of its subsidiaries, American Express Financial
Services, Inc., a registered investment advisor ("AEFC"), which had shared
dispositive power as to all of the shares and shared voting power as to
225,000 of the shares, and IDS Life Aggressive Growth Fund, a registered
investment company advised by AEFC, which had shared dispositive power over
and sole voting power as to 990,000 of the shares. AEC disclaimed
beneficial ownership of the shares.
13
<PAGE> 17
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires the directors and certain
officers of the Company, and persons who own more than 10% of a registered class
of the Company's equity securities, to file reports of ownership and changes of
ownership with the Securities and Exchange Commission. Such persons are required
to furnish the Company with copies of all Section 16(a) reports they file.
Based upon a review of such forms furnished to the Company and upon
representations from certain persons subject to the reporting requirements of
Section 16(a), the Company is not aware of any person who has not timely filed
reports required by Section 16(a) of the Exchange Act during 1997.
PROPOSAL 2 -- RATIFICATION OF THE APPOINTMENT OF INDEPENDENT AUDITORS
The Board of Directors, upon the recommendation of the Audit Committee, has
selected Arthur Andersen as independent auditors of the Company for the fiscal
year ending December 31, 1998, subject to ratification by the shareholders.
Arthur Andersen served as the Company's independent auditors for the five fiscal
years ended December 31, 1997 and has provided tax advice to the Company since
1995. Steven J. Preston, who became a director of the Company on April 1, 1997,
was a tax partner of Arthur Andersen through February 1997 and, prior to his
departure, was the partner in charge of Arthur Andersen's engagement to provide
tax advice to the Company.
Although ratification by the shareholders of the appointment of independent
auditors is not legally required, the Board of Directors believes that such
action is desirable. If the appointment of Arthur Andersen is not ratified, the
Board will seek other independent auditors. However, due to the difficulty and
expense of making any change of auditors so long after the beginning of the
current fiscal year, it is likely that the appointment would stand for 1998
unless the Audit Committee and the Board found other good reason for making a
change.
Ratification of the selection of Arthur Andersen as the Company's
independent auditors requires the affirmative vote of a majority of votes cast
by holders of the Common Shares voting in person or by proxy at the Annual
Meeting.
A representative of Arthur Andersen will be present at the Annual Meeting
and will have an opportunity to make a statement if he or she desires to do so,
and is expected to be available to respond to appropriate questions which the
shareholders might have.
RECOMMENDATION OF THE BOARD OF DIRECTORS
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE "FOR"
RATIFICATION OF THE SELECTION OF ARTHUR ANDERSEN LLP AS INDEPENDENT AUDITORS OF
THE COMPANY FOR THE 1998 FISCAL YEAR.
OTHER MATTERS
As of the date of this Proxy Statement, the Board of Directors knows of no
other matters which will be brought before the Annual Meeting. In the event that
any other business is properly presented at the Annual Meeting, it is intended
that the persons named in the enclosed proxy will have authority to vote such
proxy in accordance with their judgment on such business.
EXPENSE OF SOLICITATION OF PROXIES
The cost of soliciting proxies will be borne by the Company. In addition to
solicitation by mail, solicitations may also be made by telephone, telegram,
facsimile or in person by directors, officers or employees of the Company, who
will receive no additional compensation for such services. In addition, the
14
<PAGE> 18
Company will reimburse brokers and other shareholders of record for their
expenses in forwarding proxy material to beneficial owners.
SHAREHOLDER PROPOSALS FOR 1998 ANNUAL MEETING
Proposals which shareholders wish to have considered for inclusion in the
proxy statement for the 1999 annual meeting of shareholders must be received at
the Company's principal executive offices on or before December 29, 1998.
Proposals should be directed to the Corporate Secretary, c/o CT Maritime
Service, L.C., 1007 North American Way, 4th Floor, Miami, Florida 33132.
The Company's Articles provide that for business to be properly brought
before future annual meetings by a shareholder, in addition to other applicable
requirements, the shareholder must be present at the meeting and written notice
thereof must be received by the Company's Secretary not less than 75 days nor
more than 120 days prior to the anniversary date of the immediately preceding
annual meeting (the "Anniversary Date"). If the annual meeting is to be held
more than 30 days before, or more than 60 days after the Anniversary Date, such
notice must be received not later than the later of the 75th day prior to the
annual meeting or the 10th day following the day on which the public
announcement of the annual meeting date is first made by the Company. The
shareholder's notice to the Company must include a description of the proposal
and certain information regarding the shareholder.
ANNUAL REPORT
A copy of the Company's 1997 Annual Report to Shareholders (consisting
primarily of the Company's annual report on Form 10-K, without exhibits, for
fiscal year 1997) is being mailed with this Proxy Statement to each shareholder
entitled to vote at the Annual Meeting. Additional copies of the Annual Report
or Form 10-K may be obtained, without charge, by any shareholder by writing or
calling Carl S. St. Philip, Jr., Secretary, c/o CT Maritime Services, L.C. 1007
North America Way, 4th Floor, Miami, Florida 33132, telephone (305) 358-9002.
By Order of the Board of Directors
Carl S. St. Philip, Jr.
Secretary
April 28, 1998
15
<PAGE> 19
STEINER LEISURE LIMITED
PROXY SOLICITED BY THE BOARD OF DIRECTORS
FOR THE
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 26, 1998
The undersigned hereby appoints Clive E. Warshaw and Leonard I. Fluxman,
and each of them, with power of substitution, proxies for the undersigned and
authorizes them to represent and vote, as designated on the reverse side, all
of the common shares of Steiner Leisure Limited held of record by the
undersigned on April 20, 1998, at the Annual Meeting of Shareholders to be held
on June 26, 1998, and at any adjournments or postponements thereof for the
purposes identified on the reverse side of this proxy and with discretionary
authority as to any other matters that may properly come before the Annual
Meeting, including substitute nominees, if any of the named nominees for
director should be unavailable to serve for election, in accordance with, and
as described in the Notice of Annual Meeting of Shareholders and Proxy
Statement.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF THE PROXY IS RETURNED WITHOUT
DIRECTION BEING GIVEN, THIS PROXY WILL BE VOTED FOR THE ELECTION OF THE
NOMINEES FOR DIRECTORS SET FORTH IN PROPOSAL 1 AND FOR PROPOSAL 2.
SEE REVERSE
SIDE
(IMPORTANT - TO BE SIGNED AND DATED ON REVERSE SIDE)
PLEASE DATE, SIGN AND MAIL YOUR
PROXY CARD BACK AS SOON AS POSSIBLE!
ANNUAL MEETING OF SHAREHOLDERS
STEINER LEISURE LIMITED
JUNE 26, 1998
PLEASE DETACH AND MAIL IN THE ENVELOPE PROVIDED
<TABLE>
<S> <C>
A [X] Please mark your
vote as in this
example The Board of Directors recommends a vote FOR the election of the
Withhold Authority to nominees listed below and FOR Proposal 2.
For Nominees Listed Vote for Nominees
at Right Listed at Right Nominees: Charles D. Finkelstein
Jonathan D. Mariner
1. ELECTION OF
CLASS 11 [ ] [ ] 2. Ratification of the appointment of Arthur FOR AGAINST ABSTAIN
DIRECTORS Andersen LLP as independent auditors [ ] [ ] [ ]
for the 1998 fiscal year.
For nominees except at noted below
3. In their discretion, the proxies are authorized to vote upon such
------------------------------------------------- other business as may properly come before the meeting.
The signer hereby revokes all proxies heretofore given by the signer
to vote at said meeting or any adjournment or postponement thereof.
The signer hereby acknowledges the receipt of the Notice of Annual
Meeting and Proxy Statement.
I will I will not
attend the [ ] attend the [ ]
meeting meeting
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE.
Date: Date:
- ------------------------------------------ ---------------- --------------------------------------- ----------------
SIGNATURE SIGNATURE, IF HELD JOINTLY
Note: Please sign exactly as your name appears. If acting as attorney, executor, trustee or in other representative capacity, sign
name and title. If a corporation, please sign in full corporate name by President or other authorized officer. If a partnership,
please sign in partnership name by authorized person. If held jointly, both parties must sign and date.
</TABLE>
