<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
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, 2000
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 9, 2000, 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 9, 2000
------------------------
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 9, 2000 at 1:00 p.m. local time for the following
purposes:
1. To elect one Class I director, to serve for a term of three years;
2. To ratify the appointment of Arthur Andersen LLP as the Company's
independent auditors for the fiscal year ending December 31, 2000; and
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 11, 2000 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, 2000
PLEASE COMPLETE, DATE AND SIGN THE ENCLOSED PROXY CARD AND RETURN IT PROMPTLY IN
THE ENVELOPE PROVIDED, WHETHER OR NOT YOU PLAN TO ATTEND THE JUNE 9, 2000 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 Bahamas 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
annual meeting of shareholders of the Company to be held on Friday, June 9,
2000, 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 11, 2000 (the "Record Date") are entitled to notice of, and to vote at,
the Annual Meeting. At the close of business on that date, the Company had
15,533,860 Common Shares issued and outstanding. 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. 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 a director of the
Company, of the nominee named in the proxy to serve until the 2003 annual
meeting of shareholders, "for" the ratification of the appointment of Arthur
Anderson LLP as independent auditors for the Company for fiscal year 2000 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, 2000.
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 Steiner Management Services, LLC, 770 South Dixie
Highway, Suite 200, Coral Gables, FL 33146.
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. 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 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 directors or director, 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. The Class I director is to be elected at the Annual Meeting, the Class
II directors are to be elected at the 2001 annual meeting of shareholders and
the Class III directors are to be elected at the 2002 annual meeting of
shareholders.
At the Annual Meeting, the Class I director is to be elected to the board,
to serve until the annual meeting of shareholders to be held in 2003. The
nominee for election at the Annual Meeting is Clive E. Warshaw. Mr. Warshaw
presently is a director of the Company. If Mr. Warshaw 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 Mr.
Warshaw 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.
The nominee is required to receive a plurality of the votes cast to be
elected as a director.
<TABLE>
<CAPTION>
NAME AGE POSITIONS WITH THE COMPANY DIRECTOR SINCE
---- --- -------------------------- --------------
<S> <C> <C> <C>
CLASS I
DIRECTORS TO HOLD OFFICE UNTIL 2003
Clive E. Warshaw................................... 58 Chairman of the Board and 1995
Chief Executive Officer
CLASS II
DIRECTORS HOLDING OFFICE UNTIL 2001
Charles D. Finkelstein............................. 48 Director 1997
Jonathan D. Mariner................................ 45 Director 1997
CLASS III
DIRECTORS HOLDING OFFICE UNTIL 2002
Leonard I. Fluxman................................. 42 President and Chief Operating 1995
Officer and Director
Michele Steiner Warshaw............................ 54 Executive Vice President and 1995
Director
Steven J. Preston.................................. 48 Director 1997
</TABLE>
Clive E. Warshaw has served as Chairman of the Board and Chief Executive
Officer and a director of the Company since November 1995. Mr. Warshaw joined
Steiner Group Limited, the Company's predecessor, now known as STGR Limited
("Steiner Group"), in 1982 and served as the senior officer of the Maritime
Division of Steiner Group from 1987 until November 1995. Mr. Warshaw resides in
The Bahamas. Mr. Warshaw is the husband of Michele Steiner Warshaw.
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 November 1999, he has served as Executive Vice President and Chief
Financial Officer of the Florida Marlins Major League Baseball Club. He had been
Senior Vice President and Chief Financial Officer, and Vice President
2
<PAGE> 6
and Chief Financial Officer since January 1999 and February 1992, respectively.
Since March 2000, he has been the President of Marlins Ballpark Development,
L.L.C. 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 President and Chief Operating Officer of
the Company since January 1999, and as a director since November 1995. From
November 1995 through December 1998, he served as Chief Operating Officer and
Chief Financial Officer of the Company. Mr. Fluxman joined the Company in June
1994, in connection with the 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 from 1967
until November 1995, including assisting in the design and development of
shipboard facilities and services. 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.
RECOMMENDATION OF THE BOARD OF DIRECTORS
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE "FOR" THE
ELECTION OF CLIVE E. WARSHAW AS THE CLASS I DIRECTOR.
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
The Company's board of directors met ten times in 1999.
The board has an Audit Committee and a Compensation Committee. 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 and Preston.
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 and the review of financial statements
included in the Company's Securities and Exchange Commission filings. The Audit
Committee met five times during 1999.
The Compensation Committee is responsible for approving the compensation
arrangements for executive officers and certain other officers of the Company
and for establishing policies relating to that compensation. It is also
responsible for administering the Company's Amended and Restated 1996 Stock
Option and Incentive Plan (the "Option Plan"). The Compensation Committee met
six times during 1999.
3
<PAGE> 7
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 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 (a
"Non-Employee Director") will receive an annual award of ten-year options to
purchase 5,000 Common Shares at an exercise price per share equal to the closing
price of the Common Shares on the date of grant. The option exercise price is
payable either in cash or by surrender of Common Shares having a fair market
value equal to the option exercise price. In addition, Mr. Preston, as Chairman
of each board committee, receives an additional annual award of options to
purchase 2,500 Common Shares. These options 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) any
change of control required to be reported on Form 8-K under the Securities
Exchange Act of 1934, (ii) the acquisition, or the acquisition of the right to
vote for the election of directors, of more than 20% of the Company's
outstanding voting securities by a person or group without the prior approval of
the Company's board of directors, (iii) 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 or (iv) any person
or group owning 20% or more of the Company's outstanding voting securities
commences soliciting proxies. Each Non-Employee Director also receives $800 for
each meeting of the board of directors attended and $400 for each committee
meeting attended, except for the Chairman of the committees, who receives $600
for each committee meeting he attends. In addition, the Directors' Plan was
amended in April 2000 to provide for extraordinary grants to each of the
Non-Employee Directors in April 2000 of options to purchase 5,000 Common Shares
and, in the case of Mr. Preston, options to purchase an additional 2,500 Common
Shares. Awards of options under the Directors' Plan had been suspended by the
board of directors in April 1999 as a result of the inception of a plan under
which an annual retainer of $11,000 and the meeting payments described above
would be paid to the Non-Employee Directors. That annual cash retainer has now
been eliminated. Non-Employee Directors are eligible to receive awards under the
Option Plan, although no grants under that plan have been made to date to
Non-Employee Directors. Non-Employee Directors are reimbursed for reasonable
expenses incurred in connection with their attendance at meetings of the board
or committees thereof.
4
<PAGE> 8
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth information concerning compensation for
services in all capacities paid to, or earned by, the Chief Executive Officer of
the Company and the four other highest paid executive officers (the "Named
Executive Officers") with respect to the fiscal years ended December 31, 1999,
1998 and 1997.
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
AWARDS
-------------
ANNUAL COMPENSATION(1)(2) SECURITIES
------------------------------- UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY($) BONUS($) OPTIONS(#)(3) COMPENSATION
- --------------------------- ---- --------- -------- ------------- ------------
<S> <C> <C> <C> <C> <C>
Clive E. Warshaw.................................. 1999 $390,000 $390,000 63,800/4,000 $ --
Chairman of the Board and Chief 1998 370,000 370,000 53,565 --
Executive Officer 1997 341,250 341,250 90,000 --
Leonard I. Fluxman................................ 1999 280,667 280,667(5) 241,370/6,000 4,181(6)
President and Chief Operating 1998 240,000 240,000(5) 52,110 4,800(6)
Officer(4) 1997 183,750 183,750(5) 369,000 2,375(6)
Michele Steiner Warshaw........................... 1999 155,000 $54,250 25,360 --
Executive Vice President 1998 147,000 51,450 21,285 --
1997 140,000 48,510 12,150 --
Amanda Jane Francis............................... 1999 126,000 126,000 58,990/1,000 4,181(6)
Senior Vice President -- Operations 1998 126,000 95,000 19,148 4,583(6)
of Steiner Transocean Limited 1997 120,000 90,000 11,700 --
Sean C. Harrington................................ 1999 142,224 142,224 35,980 4,051(7)
Managing Director of Elemis Limited 1998 138,763 138,763 20,318 4,321(7)
1997 133,069(8) 39,477 49,050 4,255(7)
</TABLE>
- ---------------
(1) Certain of the Named 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.
(2) No other annual compensation for the Named Executive Officers is reflected
because the aggregate values of the perquisites and other personal benefits
received by each of the Named Executive Officers for the indicated years
were less than the required threshold for disclosure (the lesser of $50,000
or 10% of the total annual salary and bonus for such executive officer).
(3) Where two amounts are shown, the first represents Common Shares, the second
represents shares of common stock of Steiner Education Group, Inc. (the "SEG
Stock"), a wholly-owned subsidiary of the Company ("SEG"). Where applicable,
the number of Common Shares reflects adjustment for the three-for-two splits
of the Common Shares effective on October 24, 1997 and April 28, 1998
(collectively, the "Share Splits").
(4) Mr. Fluxman served as Chief Operating Officer and Chief Financial Officer of
the Company through December 31, 1998.
(5) Includes $30,000 deferred pursuant to a deferred compensation agreement
between Mr. Fluxman and the Company.
(6) Represents the Company's contribution under its 401(k) plan.
(7) Consists of Company contributions to a private pension arrangement
maintained on behalf of Mr. Harrington.
(8) Includes approximately $46,796 for 1997, which is designated as a bonus, but
the payment of which was guaranteed under Mr. Harrington's employment
agreement.
5
<PAGE> 9
OPTION GRANTS IN 1999
The following tables set forth information regarding grants of options to
purchase Common Shares and options to purchase SEG Stock made by the Company
during fiscal year 1999 to each of the Named Executive Officers. No share
appreciation rights were granted during 1999.
<TABLE>
<CAPTION>
COMMON SHARE OPTIONS
INDIVIDUAL GRANTS(1)
------------------------------------------------------
NUMBER OF PERCENT OF
SECURITIES TOTAL OPTIONS
UNDERLYING GRANTED TO EXERCISE GRANT DATE
OPTIONS EMPLOYEES PRICE EXPIRATION PRESENT
NAME GRANTED(#) IN 1999 ($/SHARE) DATE VALUE(2)
- ---- ---------- ---------------- --------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Clive E. Warshaw................................ 63,800 7.5% $30.563 3/12/09 $1,099,293
Leonard I. Fluxman.............................. 43,190 5.1 30.563 3/12/09 744,177
198,180 23.2 15.844 10/29/09 2,279,011
Michele Steiner Warshaw......................... 25,360 3.0 30.563 3/12/09 436,960
Amanda Jane Francis............................. 11,159 1.3 30.563 3/12/09 192,273
47,831 5.6 15.844 10/29/09 550,042
Sean C. Harrington.............................. 16,590 1.9 30.563 3/12/09 285,851
19,390 2.3 15.844 10/29/09 222,979
</TABLE>
<TABLE>
<CAPTION>
SEG STOCK OPTIONS
INDIVIDUAL GRANTS(1)
------------------------------------------------------
NUMBER OF PERCENT OF
SECURITIES TOTAL OPTIONS
UNDERLYING GRANTED TO EXERCISE GRANT DATE
OPTIONS EMPLOYEES PRICE EXPIRATION PRESENT
NAME GRANTED(#) IN 1999 ($/SHARE) DATE VALUE(2)
- ---- ---------- ---------------- --------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Clive E. Warshaw................................ 4,000 26.7% $ 98.00 9/01/09 $ 254,520
Leonard I. Fluxman.............................. 6,000 40.0 98.00 9/01/09 381,780
Amanda Jane Francis............................. 1,000 6.7 98.00 9/01/09 63,630
</TABLE>
- ---------------
(1) The options to purchase Common Shares were granted pursuant to the Option
Plan. See "Executive Compensation -- 1996 Share Option and Incentive Plan."
All of the options vest and become exercisable in equal amounts over three
years and have terms of ten years.
(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 58.64%, (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.
6
<PAGE> 10
AGGREGATE OPTION EXERCISES IN 1999 AND YEAR-END 1999 OPTION VALUES
The following table sets forth information regarding option exercises and
the number and year-end value of unexercised options to purchase Common Shares
held at December 31, 1999 by each of the Named Executive Officers. None of the
options to purchase SEG Stock has been exercised and none of those options was
in the money at December 31, 1999.
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES
UNDERLYING VALUE OF UNEXERISED
UNEXERCISED IN-THE-MONEY
OPTIONS AT OPTIONS AT
FY END(#) FY-END($)(1)
SHARES --------------- --------------------
ACQUIRED ON EXERCISABLE/ EXERCISABLE/
NAME EXERCISE(#) VALUE REALIZED($) UNEXERCISABLE UNEXERCISABLE
- ---- ----------- ----------------- --------------- --------------------
<S> <C> <C> <C> <C>
Clive E. Warshaw....................... -- $ -- 263,855/129,510 $2,755,705/$210,210
Leonard I. Fluxman..................... -- -- 531,435/206,741 1,549,521/70,070
Michele Steiner Warshaw................ -- -- 61,095/47,650 636,374/56,757
Amanda Jane Francis.................... -- -- 31,846/78,927 281,453/109,525
Sean C. Harrington..................... -- -- 38,051/72,025 84,098/33,322
</TABLE>
- ---------------
(1) The amounts set forth represent the difference between the $17.563 per share
closing price at December 31, 1999 of the Common Shares issuable upon
exercise of the options 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 and the exercise prices of the options
reflect the Share Splits.
EMPLOYMENT AGREEMENTS
The Company has entered into employment agreements with the Named 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 such 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, President and Chief Operating
Officer. The agreements, as amended, provide for annual base salaries of not
less than $290,000 and $314,000, respectively. For Mr. Warshaw, that amount
represents a reduction of $100,000 (and an additional $100,000 potential
reduction in bonus payments, as described below). Mr. Washaw voluntarily agreed
to that reduction in light of the relative increase in senior management
responsibilities being undertaken by Mr. Fluxman. These employment agreements
also provide for quarterly incentive bonuses based on the Company's attainment
of certain targeted earnings levels (the "Company Earnings") up to annual
amounts equal 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,
7
<PAGE> 11
(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, 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 the termination of
his employment. Under an agreement between Mr. Fluxman and the Company, 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 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 Bahamas subsidiary of the Company that conducts its shipboard
operations ("Steiner Transocean"). Those agreements, as amended, provide for the
payment of annual base salaries of not less than $155,000 and $132,300,
respectively, plus bonuses. The bonus payable to Ms. Warshaw is determined by
the Compensation Committee of the board of directors. Ms. Francis is entitled to
quarterly bonuses up to an aggregate of $132,300 based on the attainment of
targeted quarterly and annual 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"). Under
that agreement, as amended, Mr. Harrington's base salary is approximately
$145,500. In addition, for 1999, Mr. Harrington is entitled to quarterly bonuses
up to a total of approximately $145,500 based on the attainment by Elemis of
certain targeted earnings, which amount is required to be approved for such
purpose by the Compensation Committee. The above dollar amounts are based on the
British pound to U.S. dollar exchange rate on April 19, 2000. In addition, the
agreement provides that the Company will pay annually into a pension plan
maintained on behalf of Mr. Harrington an amount up to five percent of his base
salary.
1996 SHARE OPTION AND INCENTIVE PLAN
Under the Company's amended and Restated 1996 Share Option and Incentive
Plan (the "Option Plan"), directors, 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,
share appreciation rights, exercise payment rights, grants of restricted and
unrestricted shares and performance share awards. The Option Plan is
administered by the Compensation Committee of the board of directors. Under the
Option Plan, the Compensation Committee determines, in its discretion, among
other things, who 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 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 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
8
<PAGE> 12
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 Plan provides that in the event of a change in control (which
has a similar meaning as under the Directors' Plan, described above) of the
Company, all share options granted under the Option 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 Plan to the extent it may deem appropriate.
A total of 3,500,000 Common Shares have been reserved for issuance under
the Option Plan, although that number is subject to adjustment for share
dividends, share splits, recapitalizations and certain other events. The
expiration date of the Option Plan, after which awards may not be made
thereunder, is August 15, 2006.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee of the board of directors is composed of three
outside directors: Messrs. Finkelstein, Mariner and Preston.
REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION
The Compensation Committee of the board of directors is responsible for
approving the compensation of the Company's executive officers and for the
setting of policies relating to that compensation.
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 under the Option Plan.
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 Plan and various
employee benefits (including automobile allowances as well as medical and life
insurance and, for Mr. Fluxman, Ms. Francis and Carl S. St. Philip, Jr. (the
Company's Vice President and Chief Financial Officer), who are based in the
United States, 401(k) plan benefits generally available to the United States
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
(collectively, the "Employment Agreements" and, individually, an "Employment
Agreement"), which, with respect to the Named Executive Officers, are described
above under "Executive Compensation -- Employment Agreements." The Employment
Agreements with the executive officers, other than Messrs. St. Philip and
Heller, were initially entered into prior to the Company's initial public
offering in November 1996 and prior to the time that the Company's board of
9
<PAGE> 13
directors included outside directors, and have been amended since then to
increase the amounts payable thereunder and, in one instance, to change the
requirements for receipt of bonuses. The base salaries set forth in each of the
Employment Agreements, as so amended, may not be reduced by the Compensation
Committee.
In determining amounts of compensation, the Compensation Committee has
considered 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 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 Compensation Committee believes that these
three components help to maximize shareholder value by attracting qualified
personnel to the Company, and motivating executive officers to achieve the
short-term, and long-term goals of the Company.
Annual Base Salary. The Employment Agreements for all of the Named
Executive Officers reflect increases for 1999 from prior years in base salary
and potential bonus payments (other than the bonus for Ms. Warshaw, the award of
which is in the discretion of the Compensation Committee). The Compensation
Committee believed those increases to be appropriate in view of the Company's
continued strong performance during 1998, the performance of the respective
executive officers and the increased responsibilities of those officers as a
result of the growth of the Company.
Annual Bonuses. The Employment Agreements for Clive E. Warshaw, Chairman
of the Board and Chief Executive Officer, and Leonard I. Fluxman, President and
Chief Operating 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
1999, the targeted earnings represented an increase in earnings from the
Company's services and product sales from the prior year. The Company exceeded
the targeted earnings in each of the four quarters of 1999 and Messrs. Warshaw
and Fluxman each received the maximum bonus payable under his Employment
Agreement.
For 1999, under her Employment Agreement, Michele Steiner Warshaw,
Executive Vice President, was entitled to such bonus as the Compensation
Committee determined. For 1999, Ms. Warshaw received a bonus of $54,250. In
approving that bonus, the Compensation Committee considered, primarily, the
growth of the Company's revenues and earnings and Ms. Warshaw's performance.
Under her Employment Agreement, Amanda Jane Francis, Senior Vice
President - Operations of Steiner Transocean, is eligible for quarterly bonuses
based on the attainment of targeted quarterly and annual revenues of Steiner
Transocean, which revenues are required to be approved for such purpose by the
Compensation Committee. For 1999, the targeted revenues represented an increase
in revenues from the prior year. Steiner Transocean exceeded those targeted
revenues in each of the four quarters of 1999 and Ms. Francis received the
maximum bonus payable under her employment Agreement.
The bonus for Sean C. Harrington, Managing Director of Elemis, was based on
the attainment by Elemis of targeted earnings, which were approved by the
Compensation Committee. The targeted earnings for 1999 represented an increase
in such earnings from the prior year. For 1999, Mr. Harrington received a bonus
representing the maximum bonus for which he was eligible. The earnings upon
which Mr. Harrington's bonus was based are required to be approved by the
Compensation Committee for such purpose.
Long-Term Incentive Compensation. The Option 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 Plan to
executive officers (and other employees) in amounts based on the relative
salaries (which the Compensation Committee believes correspond to the relative
responsibilities) of such persons and with the intention of providing additional
incentives directly linked to the performance of the Company. In
10
<PAGE> 14
addition, as described above under "Executive Compensation -- 1996 Share Option
and Incentive Plan," under the Option 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. In addition to the 1999 annual grant of options in
March 1999, the Compensation Committee effectuated the 2000 grant of options in
October 1999. This grant was made at that time in view of the fact that, despite
the Company's continued strong performance, the price of the Company's Common
Shares had declined from historic price levels at which previous option exercise
prices were set. The Compensation Committee, therefore, believed that this early
annual grant was appropriate to reward and incentivize the Company's executive
officers (and other key employees). Mr. Warshaw and Ms. Warshaw voluntarily
declined to be considered for the grant of such options.
The Compensation Committee also awarded in 1999 a limited number of options
to purchase SEG Stock to certain executive officers in amounts based on relative
tenures with the Company, relative salaries and the relative involvement of
those executive officers in the operations of SEG. SEG is the subsidiary of the
Company involved in the operation of its United States massage therapy schools.
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 (recreation products) 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 years
1997, 1998 and 1999. 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
(Graph)
<TABLE>
<CAPTION>
NASDAQ STOCK MARKET DOW JONES INDUSTRY GROUP
STEINER LEISURE LIMITED (U.S. AND FOREIGN) INDEX REQ
----------------------- ------------------------ ------------------------
<S> <C> <C> <C>
11/13/96 100 100 100
12/31/96 155 103 98
12/31/97 357 126 121
12/31/98 553 173 133
12/31/99 303 319 136
</TABLE>
12
<PAGE> 16
SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS
The following table sets forth certain information, as of April 19, 2000,
regarding the beneficial ownership of the Common Shares (adjusted, where
applicable, to reflect the Share Splits) of (i) each director and each Named
Executive Officer of the Company, (ii) directors and executive officers of the
Company as a group and (iii) each person known by the Company to be the
beneficial owner of more than five percent of the outstanding Common Shares. All
of the individuals listed are executive officers and/or, as the case may be,
directors of the Company. The address for the directors and Named 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>
AMOUNT AND
NATURE OF
BENEFICIAL PERCENT OF
NAME AND ADDRESS OF BENEFICIAL OWNER OWNERSHIP CLASS
------------------------------------ ---------- ----------
<S> <C> <C>
Clive E. Warshaw............................................ 2,923,637(1) 18.8%
Leonard Fluxman............................................. 344,606(2) 2.2
Michele Steiner Warshaw..................................... 84,744(3) *
Amanda Jane Francis......................................... 55,921(4) *
Sean C. Harrington.......................................... 48,096(5) *
Charles D. Finkelstein...................................... 4,776(6) *
Jonathan D. Mariner......................................... 8,770(7) *
Steven J. Preston........................................... 4,119(8) *
Directors and executive officers as a group (10 persons).... 3,515,355(9) 22.6
William Blair & Company, L.L.C.
22 West Adams Street, Chicago, IL 60606-5312.............. 2,211,650(10) 14.2
Scudder Kemper Investments, Inc.
345 Park Avenue, New York, NY 10154....................... 1,409,900(11) 9.1
Lord, Abbett & Co.
90 Hudson Street, Jersey City, NJ 07302................... 943,668 6.1
</TABLE>
- ---------------
* Less than one percent
(1) Includes 332,977 shares issuable upon exercise of currently exercisable
options. Excludes 84,744 shares owned by Michele Steiner Warshaw, Mr.
Warshaw's wife and the Executive Vice President of the Company as to which
Mr. Warshaw disclaims beneficial ownership of these shares.
(2) Includes 326,298 shares issuable upon exercise of currently exercisable
options.
(3) Represents shares issuable upon exercise of currently exercisable options.
Excludes 2,923,237 shares owned by Clive E. Warshaw, Ms. Warshaw's husband
and the Chairman of the Board and Chief Executive Officer of the Company,
as to which Ms. Warshaw disclaims beneficial ownership.
(4) Includes 44,811 shares issuable upon exercise of currently exercisable
options.
(5) Represents shares issuable upon exercise of currently exercisable options.
(6) Includes 4,626 shares issuable upon exercise of currently exercisable
options.
(7) Includes 6,520 shares issuable upon exercise of currently exercisable
options.
(8) Includes 3,563 shares issuable upon exercise of currently exercisable
options.
(9) Includes 880,389 shares issuable upon exercise of currently exercisable
options.
(10) According to a Schedule 13G filed on February 29, 2000 by William Blair &
Company, L.L.C. ("William Blair"), William Blair has sole voting power with
respect to 559,160 shares and sole dispositive power with respect to
2,211,650 shares.
(11) According to a Schedule 13G dated January 28, 2000, filed by Scudder Kemper
Investments, Inc., ("Scudder"), Scudder has sole voting power with respect
to 916,200 shares, shared voting power with respect to 18,200 shares and
sole dispositive power with respect to 1,409,900 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 did not timely file
reports required by Section 16(a) of the Exchange Act during 1999.
CERTAIN TRANSACTIONS
ARRANGEMENTS WITH NEAL R. HELLER AND ELIZABETH S. HELLER
In August 1999, the Company acquired four post-secondary schools in Florida
(the "Schools") from Florida College of Natural Health, Inc. (the "Seller") for
approximately $7.9 million in cash and $1.0 million in Common Shares. The
acquisition agreement also provides for the payment of additional amounts to the
Seller based on the performance of the Schools in each of 1999, 2000 and 2001.
Based on that performance for 1999, the Company has paid $492,777 to the Seller.
Neal R. Heller and Elizabeth S. Heller, who are husband and wife, each owns
(and owned at the time of the acquisition) 34.5% of the Seller. As a result of
the Company's acquisition of the Schools, Mr. Heller became the President and
Chief Executive Officer of SEG and Ms. Heller became Vice President of FCNH,
Inc., a wholly-owned subsidiary of SEG ("FCNH"). Mr. Heller has entered into a
five-year employment agreement with SEG, effective August 3, 1999, which
provides for a base salary of not less than $200,000 per year, plus (i)
quarterly bonuses based on the Company's attainment of certain targeted earnings
up to an annual amount equal to the base salary, and (ii) an additional bonus
based on the earnings of certain new schools, if any, acquired by SEG. This
agreement also provides for an annual automobile allowance of $12,000, up to
$4,000 annually to be used for the purchase of a disability insurance policy and
certain other benefits. Ms. Heller has entered into a five-year Employment
Agreement with FCNH effective August 3, 1999, which provides for a salary of not
less than $125,000 per year, an annual automobile allowance of $8,400 and
certain other benefits.
COMPENSATION OF ROBERT SCHAVEREIN
Robert Schaverein, since November 1999 the Managing Director of Steiner
Training Limited ("Training"), a United Kingdom subsidiary of the Company
responsible for the training of shipboard employees, and previously the Sales
Manager of Elemis, is the son-in-law of Clive E. Warshaw and Michele Steiner
Warshaw. Mr. Shaverein received compensation of approximately $89,000 and other
benefits with an aggregate value of approximately $17,000 in 1999. In March 1999
and October 1999, Mr. Schaverein was granted options to purchase 3,680 and
23,971 of the Common Shares, respectively, at exercise prices of $30.563 and
$15.844 per share, respectively. For 2000, Mr. Schaverein will receive a salary
of approximately $75,000 plus a car allowance and certain other benefits with an
aggregate value of approximately $17,000. In addition, he will be entitled to
receive a bonus of up to approximately $24,000 if all of the budgeted targets of
Training and the budgeted revenues of Steiner Transocean are met. The
compensation amount for 1999 is based on the average British pound to U.S.
dollar exchange rate for 1999. The compensation amount for 2000 is based on the
British pound to U.S. dollar exchange rate on April 19, 2000. The compensation
payable to Mr. Schaverein (including the targets upon which his bonus is based)
is required to be approved by the Compensation Committee.
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, 2000, subject to
14
<PAGE> 18
ratification by the shareholders. Arthur Andersen served as the Company's
independent auditors for the seven fiscal years ended December 31, 1999 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 2000
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 2000 FISCAL YEAR.
OTHER MATTERS
As of the date of this Proxy Statement, the Board of Directors knows of no
other matters that 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
Company will reimburse brokers and other shareholders of record for their
expenses in forwarding proxy materials to beneficial owners.
SHAREHOLDER PROPOSALS FOR 2000 ANNUAL MEETING
Proposals that shareholders wish to have considered for inclusion in the
proxy statement for the 2001 annual meeting of shareholders must be received at
the Company's principal executive offices on or before December 29, 2000.
Proposals should be directed to the Corporate Secretary, Suite 104A, Saffrey
Square, Nassau, The Bahamas.
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"), or between February 9, 2001 and March
26, 2001. 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
(i) a brief description of the business to be brought before the meeting and the
reasons
15
<PAGE> 19
therefor, (ii) the shareholder's name and address, as appearing in the Company's
books, (iii) the number of shares beneficially owned by the shareholder and the
names of any other beneficial owners of such shares, (iv) any material interest
of the shareholder in such business, and (v) the names and addresses of other
shareholders known by the shareholder to support such proposal and the numbers
of shares beneficially owned by such other shareholders.
ANNUAL REPORT
A COPY OF THE COMPANY'S 1999 ANNUAL REPORT TO SHAREHOLDERS (CONSISTING
PRIMARILY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K, WITHOUT EXHIBITS, FOR
FISCAL YEAR 1999) 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 STEINER MANAGEMENT SERVICES,
LLC, 770 SOUTH DIXIE HIGHWAY, SUITE 200, CORAL GABLES, FL 33146, TELEPHONE (305)
358-9002.
By Order of the Board of Directors
Carl S. St. Philip, Jr.
Secretary
April 28, 2000
16
<PAGE> 20
APPENDIX A
[FORM OF PROXY CARD]
STEINER LEISURE LIMITED
PROXY SOLICITED BY THE BOARD OF DIRECTORS
FOR THE
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 9, 2000
The undersigned hereby appoints Leonard I. Fluxman and Carl S. St.
Philip, Jr., 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 11, 2000 at the Annual Meeting of Shareholders to be
held on June 9, 2000, and any adjournments or postponements thereof for 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.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF THIS PROXY IS RETURNED WITHOUT
DIRECTION BEING GIVEN, THIS PROXY WILL BE VOTED FOR PROPOSAL 1 AND FOR PROPOSAL
2 AND IN THE DISCRETION OF THE NAMED PROXIES UPON SUCH OTHER BUSINESS AS MAY
PROPERLY COME BEFORE THE ANNUAL MEETING.
(IMPORTANT ---- TO BE SIGNED AND DATED ON THE REVERSE SIDE)
SEE REVERSE SIDE
Please Detach and Mail in the Envelope Provided
/x/ Please mark your votes as in this example
The Board of Directors recommends a vote
FOR the election of Clive E. Warshaw and
FOR proposal 2
<TABLE>
<CAPTION>
Withhold
Authority to
For Clive E. Vote for Clive
Warshaw E. Warshaw
---------------- ---------------
<S> <C> <C> <C> <C>
1. Election of Clive E. Warshaw as Class I Director [ ] [ ]
FOR AGAINST ABSTAIN
2. Ratification of the appointment of Arthur Andersen LLP
as independent auditors for the 2000 fiscal year. [ ] [ ] [ ]
3. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting.
</TABLE>
<PAGE> 21
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 attend the meeting
[ ]
I will not attend the meeting
[ ]
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
- ---------------------------------------- -----------------------
Signature Date
- ---------------------------------------- -----------------------
Signature, if held jointly Date
NOTE: Please sign exactly as your name appears hereon. 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.
