SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No.)
Filed by the Registrant |X|
Filed by a Party other than the Registrant |_|
Check the appropriate box
|_| Preliminary Proxy Statement
|X| Definitive Proxy Statement
|_| Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
NIELSEN MEDIA RESEARCH, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
|X| No fee required
|_| Fee computed on table below per Exchange Act Rules 14a(6)(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
________________________________________________________________________________
2) Aggregate number of securities to which transaction applies:
________________________________________________________________________________
3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11:
________________________________________________________________________________
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>
NIELSEN MEDIA RESEARCH [LOGO]
299 Park Avenue
New York, New York 10171
March 9, 1999
Dear Shareholder:
You are cordially invited to attend the 1999 Annual Meeting of Shareholders
of Nielsen Media Research, Inc. on Tuesday, April 13, 1999 at 9:30 a.m. at 1209
Orange Street, Wilmington, Delaware.
The Notice of Annual Meeting and Proxy Statement accompanying this letter
describe the business to be acted upon at the meeting.
Please promptly vote, date, sign and return your proxy for the meeting even
if you plan to attend. You may vote in person at that time if you wish.
Sincerely,
/s/ JOHN A. DIMLING
-------------------------------------
JOHN A. DIMLING
President and Chief Executive Officer
<PAGE>
NIELSEN MEDIA RESEARCH [LOGO]
299 Park Avenue
New York, New York 10171
------------------
NOTICE OF ANNUAL MEETING
------------------
The Annual Meeting of Shareholders of Nielsen Media Research, Inc. will be
held on Tuesday, April 13, 1999 at 9:30 a.m. at 1209 Orange Street, Wilmington,
Delaware, to take action on the following matters:
1. To re-elect three Class III directors for a three-year term and to
elect a new Class II director for a two-year term.
2. To ratify the appointment of PricewaterhouseCoopers LLP as
independent public accountants to audit the Company's consolidated
financial statements for 1999.
3. To transact such other business as may properly come before the
meeting or any adjournment. The Company knows of no other business to be
brought before the meeting.
The Board of Directors has fixed the close of business on February 26, 1999
as the record date for determination of Shareholders entitled to notice of, and
to vote at, the meeting.
By Order of the Board of Directors,
/s/ STEPHEN J. BOATTI
-----------------------------------
STEPHEN J. BOATTI
Senior Vice President, Chief Legal
Officer and Secretary
Dated: March 9, 1999
<PAGE>
---------------
PROXY STATEMENT
---------------
PROXY VOTING QUESTIONS AND ANSWERS
Why have I been sent this Proxy Nielsen Media Research, Inc.
Statement? ("NMR") is sending you this
Proxy Statement and NMR's
Annual Report to Shareholders in
connection with soliciting proxies
for the Annual Meeting of
Shareholders to be held on April
13, 1999. The Proxy Statement,
proxy cards and Annual Report are
being mailed on or about March 9,
1999. NMR's principal offices are
at 299 Park Avenue, New York, New
York 10171, and its telephone
number is (212) 708-7500.
What is a proxy? A proxy allows you as a Shareholder
to vote on significant matters even
if you cannot attend the Annual
Meeting. By signing and sending in
a proxy, you authorize a
representative to vote as you
instruct.
What am I voting on? Re-election of three directors
(William G. Jacobi, John A. Dimling
and M. Bernard Puckett) and
election of a new director (Ronald
Townsend), and ratification of
PricewaterhouseCoopers LLP as NMR's
independent accountants.
How do I vote? You must fill out, sign and mail
your proxy card in the envelope
provided. In addition, if your
shares are held in a brokerage
account, your broker may allow you
to vote by telephone. Please follow
the instructions sent by your
broker.
However, sending in a signed proxy
will not prevent you from attending
the meeting and voting in person.
You have the right to revoke a
proxy at any time before it is
exercised by signing and returning
a proxy bearing a later date, by
giving written notice of revocation
to the Secretary of NMR, or by
attending the meeting and voting in
person. Proxies must be filed with
the secretary of the meeting prior
to or at the commencement of the
meeting.
When does discretionary voting All properly signed proxies that
apply? are not revoked will be voted at
the meeting in accordance with your
instructions. A proxy that you sign
and return without instructions
marked in the boxes will be voted,
as to proposals specified in the
proxy, in accordance with the
recommendations of the Board of
Directors as outlined in this Proxy
Statement. If any other proposals
are brought before the meeting, all
proxies will be voted in accordance
with the judgment of the persons
voting those proxies.
Different rules apply to any NMR
shares you hold in the Nielsen
Media Research, Inc. Savings Plan
or the IMS Health Incorporated
Savings Plan (the "Savings Plans").
If you have Savings Plan
contributions invested in NMR
Common Stock, the proxy will serve
as a voting instruction for the
trustee of the respective Savings
Plan. If a proxy covering shares in
a Savings Plan has not been
received prior to April 3, 1999 or
if you sign and return it without
instructions marked in the boxes,
the trustee will vote those Savings
Plan shares in the same proportion
as the respective Savings Plan
shares for which it has received
instructions, except as otherwise
required by law.
<PAGE>
Who is entitled to vote? Only holders of record of NMR
Common Stock, par value $.01 per
share, at the close of business on
February 26, 1999 are eligible to
vote at the meeting. As of the
close of business on February 26,
1999, NMR had outstanding
56,748,953 shares of Common Stock.
Each share of Common Stock is
entitled to one vote per share.
What constitutes a quorum? NMR's by-laws provide that a
majority of the shares entitled to
vote, present in person or
represented by proxy, constitutes a
quorum. There must be a quorum
before voting can take place.
Shares that abstain from voting are
counted for purposes of
establishing a quorum, as are
shares that a broker holds in
"street name" and votes on some
matters but not others ("broker
non-votes").
How many votes are required to Directors are elected by a
pass each proposal? plurality of the voting power
present in person or represented by
proxy at the meeting and entitled
to vote. If you are present at the
meeting but do not vote for a
particular nominee, or if you have
given a proxy and properly withhold
authority to vote for a nominee, or
if there are broker non-votes, the
shares withheld or not voted will
have no effect on the outcome of
the vote.
The ratification of the appointment
of independent accountants is
determined by the affirmative vote
of the majority of the voting power
present in person or represented by
proxy at the meeting and entitled
to vote on the matter. If you
abstain from voting or direct your
proxy to abstain from voting on
this matter, your shares are
considered present at the meeting
for the matter but, since they are
not votes in favor of the matter,
they will have the same effect as
votes against the matter. Broker
non-votes are not considered
present and they are, therefore,
not counted in respect of this
matter.
Is my vote confidential? Yes. Only the inspector of
election, CT Corporation System,
and certain employees of NMR will
have access to your proxy card. All
comments will remain confidential,
unless you allow your name to be
disclosed.
What are the proxy soliciting Employees of NMR may communicate
expenses? with you and other Shareholders to
solicit your proxies. NMR also has
retained Georgeson & Company Inc.
to assist in the solicitation of
proxies for a fee estimated at
$10,000, plus expenses. NMR will
pay all expenses related to proxy
solicitation. NMR and Georgeson &
Company Inc. will request banks and
brokers to solicit proxies from
their customers where appropriate
and will reimburse them for
reasonable out-of-pocket expenses.
2
<PAGE>
SECURITY OWNERSHIP OF MANAGEMENT AND OTHERS
The following table shows the number of shares of NMR Common Stock, par
value $.01 per share, beneficially owned by each director of NMR, each nominee
for director, each executive officer named in the Summary Compensation Table
below, all present directors and executive officers as a group and each person
known to NMR to beneficially own more than 5% of the outstanding shares of
Common Stock at December 31, 1998 (the "5% Owners"). Stock ownership information
is based upon (i) information furnished by such directors and executive officers
as of December 31, 1998, and (ii) a Schedule 13G filed by each 5% Owner with the
Securities and Exchange Commission (the "SEC"). Please note that, in certain
cases, shares required under rules of the SEC to be shown as beneficially owned
are shares as to which the indicated person holds only rights to acquire within
60 days through exercise of stock options. Unless otherwise stated, the
indicated persons have sole voting and investment power over the shares listed.
No director or executive officer of NMR owned more than one percent of the
Common Stock on December 31, 1998. The mailing address for each of the NMR
directors and executive officers listed herein is 299 Park Avenue, New York, New
York 10171.
<TABLE>
<CAPTION>
NAME OF
BENEFICIAL OWNER POSITION NUMBER OF SHARES AND NATURE OF OWNERSHIP
---------------- -------- ----------------------------------------
<S> <C> <C> <C>
Stephen J. Boatti ....... Senior Vice President, 288 Direct
Chief Legal Officer 220,808 Right to Acquire within 60 Days by
and Secretary ------- Exercise of Options
221,096
Barry P. Cook ........... Senior Vice President 236 Direct
and Chief Research 62,241 Right to Acquire within 60 Days by
Officer ------- Exercise of Options
62,477
James R. Craigie ........ Director 2,147 Restricted Stock Grant
John A. Dimling ......... President and Chief 683 Direct
Executive Officer; 184,522 Right to Acquire within 60 Days by
Director ------- Exercise of Options
185,205
Stuart J. Goldshein ..... Vice President and 291 Direct
Controller 63,158 Right to Acquire within 60 Days by
------- Exercise of Options
63,449
William G. Jacobi ....... Chairman; Director 2,247 Direct
2,147 Restricted Stock Grant
-------
4,394
Peter A. Lund ........... Director 500 Direct
2,147 Restricted Stock Grant
-------
2,647
Michael D. Moore ........ Director 2,147 Restricted Stock Grant
M. Bernard Puckett ...... Director 1,200 Direct
2,406 Restricted Stock Grant
-------
3,606
Ronald Townsend ......... Nominee 0
Robert E. Weissman ...... Director 58,865 Direct
2,147 Restricted Stock Grant
-------
61,012
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
NAME OF
BENEFICIAL OWNER POSITION NUMBER OF SHARES AND NATURE OF OWNERSHIP
---------------- -------- ----------------------------------------
<S> <C> <C> <C>
Thomas W. Young ......... Executive Vice President 34,243 Right to Acquire within 60 Days by
and Chief Financial Exercise of Options
Officer
All directors and
executive officers as
a group 857,675(1)
Morgan Stanley Dean
Witter & Co.
1585 Broadway
New York, NY 10036 4,559,909(2)
First Manhattan Co.
437 Madison Avenue
New York, NY 10022 4,814,138(3)
FMR Corp.
82 Devonshire Street
Boston, MA 02109 8,343,895(4)
Arnhold and S.
Bleichroeder, Inc.
1345 Avenue of
the Americas
New York, NY 10105 3,517,332(5)
</TABLE>
- --------------
(1) Includes all shares beneficially owned regardless of nature of ownership,
and all rights to acquire shares within 60 days. Represents 1.43% of the
outstanding Common Stock as of December 31, 1998.
(2) Morgan Stanley Dean Witter & Co. ("Morgan") and its wholly owned subsidiary
Morgan Stanley Dean Witter Investment Management Inc. ("MSDW") jointly
filed a Schedule 13G with the SEC on February 8, 1999. This Schedule 13G
states that Morgan and MSDW, registered investment advisers, beneficially
owned at December 31, 1998, 4,559,909 shares, representing approximately
8.15% of the Common Stock outstanding at that date. Morgan and MSDW have
shared dispositive power over all of the shares owned by them and shared
voting power over 3,765,580 of such shares.
(3) First Manhattan Co. filed a Schedule 13G with the SEC on February 11, 1999.
This Schedule 13G states that First Manhattan Co., a registered
broker-dealer and investment adviser, beneficially owned at December 31,
1998, 4,814,138 shares of Common Stock, representing approximately 8.6% of
the Common Stock outstanding at that date. This amount includes 137,032
shares owned by family members of general partners of First Manhattan Co.
as to which First Manhattan Co. disclaims dispositive power over 10,516
shares and disclaims beneficial ownership of 126,516 shares. First
Manhattan Co. has sole voting power over 65,515 shares, shared voting power
over 4,305,043 shares, sole dispositive power over 65,515 shares and shared
dispositive power over 4,748,623 shares.
(4) FMR Corp. ("FMR"), Edward C. Johnson 3d ("E.C. Johnson") and Abigail P.
Johnson ("A.P. Johnson") jointly filed a Schedule 13G with the SEC on
February 12, 1999. This Schedule 13G states that FMR, E.C. Johnson and A.P.
Johnson beneficially owned at December 31, 1998, 8,343,895 shares of Common
Stock, representing approximately 14.9% of the Common Stock outstanding at
that date. Of these shares, 7,187,406 shares are beneficially owned by
FMR's wholly owned subsidiary Fidelity Management and Research Company
("Fidelity"), a registered investment adviser. E.C. Johnson, FMR and the
registered investment companies advised by Fidelity (the "Fidelity Funds")
each has the sole dispositive power over 7,186,606 of these shares, and the
Fidelity Funds have the sole voting power over these shares. FMR, Fidelity
International Limited ("FIL") and Fidelity American Special Situations
Trust, a unitrust advised by a subsidiary of FIL, each has the sole voting
and dispositive power over 1,400 of the 7,187,406 shares. Fidelity
Management Trust Company, a wholly owned subsidiary of FMR and a bank,
beneficially owns 1,108,924 shares, as to which E.C. Johnson and FMR each
has sole dispositive power, and as to 1,056,782 shares of which each has
sole voting power. FIL beneficially owns an additional 47,565 shares, over
which it has the sole voting and dispositive power. FIL, formerly a
subsidiary of FMR, was voluntarily included in FMR's Schedule 13G filing.
4
<PAGE>
(5) Arnhold and S. Bleichroeder, Inc. ("A&SB") filed a Schedule 13G with the
SEC on February 16, 1999. This Schedule 13G states that A&SB, a registered
investment adviser, beneficially owned at December 31, 1998, 3,517,332
shares of Common Stock, representing approximately 6.29% of the Common
Stock outstanding at that date. A&SB has sole voting power over 3,515,832
shares, shared voting power over 1,500 shares, and sole dispositive power
over all the shares owned by it.
PROPOSAL NO. 1: ELECTION OF DIRECTORS
The members of the Board of Directors of NMR are grouped into three
classes, one of which is elected at each Annual Meeting of Shareholders to hold
office for a three-year term and until successors are elected and have
qualified.
The Board of Directors has nominated William G. Jacobi, John A. Dimling and
M. Bernard Puckett for re-election as Class III Directors for a three-year term
expiring at the 2002 Annual Meeting. Messrs. Jacobi, Dimling and Puckett have
served as directors since July 1, 1998, the date NMR became an independent
public company. Mr. Puckett was a director of NMR's predecessor company,
Cognizant Corporation, since 1996.
In addition, the Board of Directors has nominated Ronald Townsend for
election as a Class II Director for a two-year term expiring at the 2001 Annual
Meeting.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF THE NOMINEES
NAMED ABOVE AS DIRECTORS OF THE COMPANY.
Unless you otherwise instruct, proxies will be voted for election of all
the nominees, all of whom except Mr. Townsend are now members of the Board. If
any nominee is unwilling or unable to serve as a director and the Board does
not, in that event, choose to reduce the size of the Board and Class II or III,
the persons voting the proxy will have discretion to vote for the election of
another person in accordance with their judgment.
The following tables provide, for each nominee for election, the nominee's
name, position with NMR, principal occupations during the last five years, age
and other directorships in public companies.
NOMINEE FOR CLASS II DIRECTOR FOR A TERM EXPIRING
AT THE 2001 ANNUAL MEETING:
<TABLE>
<CAPTION>
DIRECTOR PRINCIPAL OCCUPATIONS
NAME POSITIONS WITH NMR SINCE DURING LAST FIVE YEARS AGE* OTHER DIRECTORSHIPS
---- ------------------ ------- ---------------------- --- -------------------
<S> <C> <C> <C> <C> <C>
Ronald Townsend Nominee -- Consultant, 10/96 to 57 BankAmerica Corporation;
present ALLTEL Corporation
President, Gannett
Television Group,
Arlington, VA
(broadcasting),
5/89 to 10/96
</TABLE>
- -----------
* As of March 31, 1999.
5
<PAGE>
Nominees for Class III Directors for term
expiring at the 2002 Annual Meeting:
<TABLE>
<CAPTION>
Director Principal Occupations
Name Positions with NMR Since During Last Five Years Age* Other Directorships
---- ------------------ ------- ---------------------- --- -------------------
<S> <C> <C> <C> <C> <C>
William G. Jacobi Chairman; Director 1998 Chairman, Nielsen Media 55 R.H. Donnelley
Research, Inc., 11/96 Corporation
to present
Chairman, IMS
International,
Westport, CT (health
care information
services), 2/95 to 12/97
Executive Vice President,
Cognizant Corporation,
Westport, CT
(information services),
9/96 to 12/97
Executive Vice President,
The Dun & Bradstreet
Corporation, Wilton, CT
(information services),
2/95 to 10/96
Senior Vice President, The
Dun & Bradstreet
Corporation, 7/93 to
2/95
John A. Dimling President and 1998 President and Chief 60 None
Chief Executive Executive Officer,
Officer; Nielsen Media Research,
Director Inc., 7/98 to present
President and Chief
Operating Officer,
Nielsen Media Research,
Inc., 7/93 to 7/98
M. Bernard Puckett Director 1998 Private Investor, 1/96 to 54 P-Com, Inc.; R.R.
present Donnelley & Sons
Company; Oacis
President and Chief Healthcare Holdings
Executive Officer, Corp.; IMS Health
Mobile Incorporated
Telecommunication
Technologies Corp.,
Jackson, MS
(telecommunications),
5/95 to 1/96
President and Chief
Operating Officer,
Mobile
Telecommunication
Technologies Corp.,
1/94 to 5/95
</TABLE>
- --------------
* As of March 31, 1999.
6
<PAGE>
The following tables provide, for each Class I and Class II Director
continuing in office, the director's name, position with NMR, principal
occupations during the last five years, age and other directorships in public
companies.
Class I Directors holding office for terms expiring at the 2000 Annual
Meeting:
<TABLE>
<CAPTION>
Director Principal Occupations
Name Positions with NMR Since During Last Five Years Age* Other Directorships
---- ------------------ ------- ---------------------- --- -------------------
<S> <C> <C> <C> <C> <C>
James R. Craigie Director 1998 President and Chief Executive 45 None
Officer, Spalding Sports
Worldwide, Inc., Chicopee,
MA (sporting goods), 12/98
to present
Executive Vice President and
President, Beverage and
Desserts Division, Kraft
Foods, Rye Brook, NY (food
services), 10/97 to 12/98
Executive Vice President and
General Manager, Beverage
Division, Kraft Foods,
11/94 to 9/97
Executive Vice President and
General Manager, Dinners
and Enhancers Division,
Kraft Foods, 2/94 to 10/94
Vice President and General
Manager, Pollio Dairy
Products, Mineola, NY
(food services), 3/93 to
1/94
Peter A. Lund Director 1998 Private Investor, 6/97 to 58 None
present
President and Chief Executive
Officer, CBS Television
and Cable Group, New
York, NY (broadcasting),
1/97 to 6/97
President and Chief Executive
Officer, CBS Inc., New
York, NY (broadcasting),
11/95 to 1/97
Executive Vice President, CBS
Broadcast Group, and
President, CBS Television
Network, New York, NY
(broadcasting), 10/90 to
11/95
</TABLE>
- ------------
* As of March 31, 1999.
7
<PAGE>
Class II Directors holding office for terms expiring at the 2001 Annual Meeting:
<TABLE>
<CAPTION>
Director Principal Occupations
Name Positions with NMR Since During Last Five Years Age* Other Directorships
---- ------------------ -------- ----------------------- ---- -------------------
<S> <C> <C> <C> <C> <C>
Michael D. Moore Director 1998 Media Consultant, 1/99 61 None
to present
Executive Vice President
and Director of Media
Development, The
MacManus Group, Inc.,
New York, NY
(communications
holding company, with
D'Arcy Masius Benton
& Bowles, Inc. a
major holding), 1/98
to 12/98
Executive Vice President
and Worldwide Media
Director, D'Arcy
Masius Benton &
Bowles, Inc., New
York, NY (advertising
agency), 1993 to 12/97
Robert E. Weissman Director 1998 Chairman and Chief 58 State Street
Executive Officer, Corporation; Gartner
IMS Health Group, Inc.; IMS Health
Incorporated, Incorporated
Westport, CT (health
care information
services), 6/98 to
present
Chairman and Chief
Executive Officer,
Cognizant
Corporation,
Westport, CT
(information
services), 9/96 to
6/98
Chairman and Chief
Executive Officer,
The Dun & Bradstreet
Corporation, Wilton,
CT (information
services), 4/95 to
10/96
President and Chief
Executive Officer,
The Dun & Bradstreet
Corporation, 1/94 to
3/95
</TABLE>
- -----------------
* As of March 31, 1999.
Committees of the Board and Meetings
The Audit Committee of the Board of Directors reviews the scope of the
internal audit activities of NMR's independent public accountants and the
auditors' evaluation of internal controls and receives an annual summary of the
results of such audits. It also reviews the scope of the audit of NMR's
consolidated financial statements by the independent public accountants and
their report on the audit. The Committee also recommends the appointment of
NMR's independent public accountants to the full Board. The Committee consists
of Messrs. Lund (Chairman), Craigie and Moore. The Audit Committee held one
meeting during 1998.
8
<PAGE>
The Compensation and Benefits Committee of the Board of Directors
establishes and revises all compensation arrangements for certain executives of
NMR consistent with the executive compensation philosophy adopted by the Board
of Directors. The Committee also has authority to administer NMR's executive
benefit plans and to establish and review the policies regarding executive and
all other benefit programs. The Committee consists of Messrs. Puckett
(Chairman), Craigie and Moore. The Compensation and Benefits Committee held two
meetings during 1998.
While the Board has no nominating committee, Shareholders' recommendations
for nominees will be considered by the full Board. You may recommend nominees by
submitting the names in writing to: Stephen J. Boatti, Senior Vice President,
Chief Legal Officer and Secretary, Nielsen Media Research, Inc., 299 Park
Avenue, New York, New York 10171. NMR's By-laws specify certain time
limitations, notice requirements and other procedures applicable to the
submission of nominations before an Annual or Special Meeting.
Three meetings of the Board of Directors were held during 1998. No Director
attended fewer than 75% of the total number of meetings of the Board of
Directors and of the Committees of the Board on which the Director serves,
except for Mr. Craigie, who attended 2 of 6 Board and Committee meetings.
PROPOSAL NO. 2: APPOINTMENT OF
INDEPENDENT PUBLIC ACCOUNTANTS
Upon recommendation of the Audit Committee, the Board of Directors has
appointed PricewaterhouseCoopers LLP ("PwC") as independent public accountants
to audit the consolidated financial statements of NMR for 1999. This appointment
is subject to ratification by the Shareholders at the Annual Meeting.
PwC acted as NMR's independent public accountants for 1998. In connection
with its audit of the consolidated financial statements, PwC also reviewed
certain filings with the SEC and performed certain internal audit and non-audit
services.
A representative of PwC is expected to be available to answer questions at
the Annual Meeting and is free to make statements during the meeting.
If the appointment of PwC is not approved by the Shareholders, or PwC
ceases to act as NMR's independent accountants, or the Board of Directors
removes PwC as NMR's independent accountants, the Board will appoint other
independent accountants. Any engagement of new accountants for periods following
the 2000 Annual Meeting will be subject to ratification by the Shareholders at
that meeting.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR RATIFICATION OF THE
APPOINTMENT OF PwC.
COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS
Report of the Compensation and Benefits Committee on Executive Compensation
This report provides an explanation of the philosophy underlying NMR's
Executive Compensation Program and also describes how decisions were implemented
regarding the compensation paid by NMR to John Dimling, President and Chief
Executive Officer. The Compensation and Benefits Committee (the "Committee") of
the Board of Directors reviews and approves compensation for senior executives
of NMR, including the Chief Executive Officer and the other executives whose
compensation is described in this Proxy Statement. The Committee is composed
entirely of outside directors and has been advised by independent experts
experienced in the design and implementation of executive compensation
arrangements.
Prior to July 1, 1998, NMR was a subsidiary of Cognizant Corporation and
compensation decisions were based on Cognizant's executive compensation
philosophy. This report describes the compensation philosophy implemented by NMR
since it became an independent public company on July 1, 1998.
Executive Compensation Philosophy
The Committee and the Board of Directors of NMR believe that a key to
building Shareholder value is to closely align the financial interests of NMR's
executives and employees with those of Shareholders and potential investors.
9
<PAGE>
Moreover, we believe that top caliber executives and employees who can develop
and deliver high-quality, innovative and accurate products and services, and
deliver customer satisfaction, will ultimately drive increased Shareholder
value.
NMR has developed compensation and benefits programs for executives and
employees within a total compensation framework. Total compensation
opportunities are weighted heavily towards short-term cash incentives and
long-term stock option incentives. These incentives place a major portion of
senior executives' compensation at risk, to assure a sharp and continuing focus
on building Shareholder value.
Annual cash incentives are variable and are tied to corporate financial
performance. Stock options focus on creating and sustaining Shareholder value
long-term and serve as the primary source of future compensation growth
opportunity for executives. Executives will be expected to hold stock, and NMR's
stock option program is intended to help accomplish that objective.
Total compensation opportunities for NMR executives are established based
on practices of companies that are likely to compete for the services of our
executives. This enables NMR to attract and retain high-quality executives, who
are critical to the future success of the business, in an increasingly
competitive market.
The Committee's judgments about the appropriate levels of compensation
opportunities and payments to executives are considered in the context of
competitive practices among a comparison group of companies. The companies used
for compensation comparison purposes are primarily media companies and, for the
CEO, a comparison is also done against a broad cross section of
non-manufacturing companies. The non-manufacturing comparison group includes
most of NMR's peer group competitors shown in the Total Shareholder Return graph
on page 12, as well as other companies that are engaged in the media industry
and information research business.
Using this comparison data, the Committee generally positions executive pay
opportunities halfway between the median and 75th percentile of the media
industry, which is NMR's primary source for talent and retention. The CEO is
benchmarked against the media industry and non-manufacturing company medians,
since the CEO labor market is broader than the media industry.
Components of the Compensation Program
The compensation package for executives comprises base salary, annual cash
incentives, and long-term incentives in the form of stock options.
Base Salary. The base salaries of executives compensate for ongoing
performance of assigned responsibilities. In determining whether to adjust the
base salary of an executive, including the Chief Executive Officer, the
Committee takes into account salaries paid for comparable positions at the other
compensation comparator companies, changes in the executive's responsibilities,
the individual performance of the executive, and NMR's compensation philosophy.
Annual Incentives. The Annual Incentive Plan rewards the executives listed
in the Summary Compensation Table for the financial results achieved for the
year. Incentive payouts are dependent on the level of achievement of financial
targets set at the beginning of the plan year. Financial targets for 1998 were
based on NMR's revenue, operating earnings and cash flow. Prospectively,
qualitative goals such as customers' satisfaction or new product delivery may be
included as measures of executive performance. No award is earned with respect
to a performance measure unless a performance "floor" for that measure is
exceeded; the award opportunity with respect to a measure is earned if the
performance target is achieved; achievement between the floor and the target
results in a lower award with respect to that performance measure. An amount
larger than the award opportunity for each performance measure can be earned, up
to a specified limit, for exceeding the target for that measure. In 1998, NMR's
overall performance exceeded financial targets; accordingly, incentive awards
paid in early 1999 exceeded target award opportunities.
Stock Options. Stock options serve to reward executives in the same manner
as our Shareholders benefit, because options only have value to executives when
NMR's stock price increases. In 1998, executives were granted options with a
life of ten years that vest proportionately over three years, and have an
exercise price equal to the fair market value of the Common Stock on the grant
date. The number of options granted in 1998 was determined based primarily on
the competitive practices of our compensation comparator companies but also
reflected individual performance and expected future contributions.
10
<PAGE>
CEO Compensation. Mr. Dimling participates in the executive compensation
program described in this Report of the Compensation and Benefits Committee. In
1998, Mr. Dimling's base salary was increased to reflect his new position as the
Chief Executive Officer of a publicly-traded company and the higher competitive
salary levels for positions comparable to his new position paid in our
compensation comparator companies. Mr. Dimling's financial targets for earning
his annual incentive, as determined by the Committee, were based on the same
three measures as for the other senior executives with overall corporate
responsibility--NMR's consolidated revenue, operating income and cash flow for
1998. The Committee gave different weights to each measure in determining the
bonus to be earned, based on how it viewed their relative importance in
rewarding improvement in annual results. Because Nielsen Media Research's
results for 1998 were above the annual incentive targets established at the
beginning of the year, the incentive payment to Mr. Dimling shown in the Summary
Compensation Table was higher than his target award opportunity. Mr. Dimling and
the other senior corporate executives also received a payment in addition to the
incentive opportunity based on NMR's achievement of an earnings-per-share target
established at the beginning of 1998. Mr. Dimling received a grant of 75,000
stock options in 1998.
The Committee believes Mr. Dimling's current compensation is fully
consistent with our philosophy on executive compensation, and appropriate in
view of our performance as indicated in the Total Shareholder Return graph on
page 12. The graph compares NMR's cumulative total return, since NMR shares
began trading independently in June of 1998, to a performance peer group of five
information and service providers and to the Standard & Poor's Midcap 400 Index.
Tax Deductibility. Under Section 162(m) of the Internal Revenue Code (the
"Code"), NMR may not deduct certain forms of compensation in excess of
$1,000,000 paid to its Chief Executive Officer and the other four most highly
compensated senior executives. For 1998 and 1999, none of the compensation paid
to these executives is expected to exceed the Code limitations. The Committee
intends to maximize the deductibility of executive compensation, but also to
compensate executive officers in a manner commensurate with performance and the
competitive environment for executive and creative talent. As a result, some
portion of compensation paid to an executive officer whose compensation is
subject to the deduction limits described above may not be deductible by the
Company in the future.
Compensation and Benefits Committee
M. Bernard Puckett, Chairman
James R. Craigie
Michael D. Moore
11
<PAGE>
<TABLE>
COMPARISON OF TOTAL SHAREHOLDER RETURN OF
NMR, S&P MIDCAP 400 INDEX AND NMR PEER GROUP
[GRAPHICAL REPRESENTATION OF CHART]
<CAPTION>
6/23/98 6/30/98 7/31/98 8/31/98 9/30/98 10/31/98 11/30/98 12/31/98
------- ------- ------- ------- ------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Nielsen Media Research, Inc. ... 100 101.36 90.40 65.75 74.88 103.65 109.58 131.49
S&P Midcap 400 Index ........... 100 95.13 91.44 74.42 81.37 88.64 93.06 104.30
Peer Group ..................... 100 102.99 89.70 72.18 79.48 80.94 85.76 88.57
</TABLE>
This graph compares the total shareholder return of NMR, the Standard &
Poor's Midcap 400 Index and a group of NMR peer companies from June 23, 1998,
the first day of when-issued trading in NMR Common Stock, until December 31,
1998. The calculation assumes $100 was invested on June 23, 1998 and that any
dividends were reinvested. Since there is no widely recognized standard industry
group comprising NMR and peer companies, a group of companies representing a
range of proprietary data providers was used. The performance peer group
consists of ACNielsen Corporation, The Dun & Bradstreet Corporation, Gartner
Group, Inc., Information Resources, Inc. and Primark Corporation.
12
<PAGE>
Executive Compensation Tables
In addition to the annual compensation of NMR's five most highly
compensated executive officers, the following tables show six months of 1998 and
full-year 1997 compensation for certain executives who resigned from Cognizant
Corporation, the former name of NMR, upon Cognizant's spin-off of certain
businesses on July 1, 1998 (the "Spin-Off"), in accordance with rules of the
Securities and Exchange Commission.
Summary Compensation Table
<TABLE>
<CAPTION>
Long-Term Compensation
-----------------------------------
Annual Compensation Awards Payouts
---------------------------- -------------------- ----------
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Other Securities
Annual Restricted Underlying Long-Term All Other
Compen- Stock Options/ Incentive Compensation
Name and Salary Bonus (1) sation (2) Award(s) (3) SARs (4) Payouts (5)
Principal Position Year ($) ($) ($) ($) (#) ($) ($)
- ---------------------- ------ -------- -------- ---------- ------------ ---------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
John A. Dimling 1998 336,800 254,102 0 0 75,000 0 10,537
President and Chief 1997 303,000 181,662 0 0 0 0 19,682
Executive Officer
Thomas W. Young (6) 1998 256,667 165,462 0 0 30,000 0 3,750
Executive Vice 1997 0 0 0 0 0 0 0
President and Chief
Financial Officer
Barry P. Cook 1998 231,750 125,633 0 0 30,000 0 7,163
Senior Vice President 1997 212,167 109,165 0 0 0 0 11,454
and Chief Research
Officer
Stuart J. Goldshein 1998 216,800 96,323 0 0 15,000 0 7,116
Vice President and 1997 211,500 105,746 0 0 0 0 10,508
Controller
Stephen J. Boatti 1998 199,700 101,641 0 0 20,000 0 6,314
Senior Vice President, 1997 188,100 98,226 0 0 0 0 9,585
Chief Legal Officer
and Secretary
</TABLE>
The following officers resigned from NMR's predecessor, Cognizant, in connection
with the Spin-Off on July 1, 1998. The 1998 amounts shown are for compensation
through June 30, 1998.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Robert E. Weissman 1998 387,500 561,715 0 0 0 0 28,534
Former Chairman and 1997 750,000 1,007,100 1,006 0 0 0 72,568
Chief Executive Officer
Victoria R. Fash 1998 300,000 250,446 75,700 0 0 0 13,513
Former Executive Vice 1997 375,000 349,128 0 268,938 0 0 19,655
President and Chief
Financial Officer
Alan J. Klutch 1998 162,500 177,888 0 0 0 0 11,538
Former Senior Vice 1997 325,000 303,473 0 0 0 0 22,637
President--Finance
</TABLE>
- --------------
(1) The bonus (annual incentive) awards were earned in the year indicated and
paid in the following year.
(2) The value of certain personal benefits is not included since it does not
exceed $50,000 for any named executive officer. The amount shown for Ms.
Fash represents an allowance for incidentals associated with an
international assignment.
13
<PAGE>
(3) The amount shown for Ms. Fash represents the dollar value of restricted
stock on the date of the grant. This grant was a special one-time award
made by Cognizant and was forfeited upon Ms. Fash's resignation.
(4) All the options in this table are without tandem stock appreciation rights.
(5) Amounts shown represent aggregate annual company contributions for the
account of each named executive officer under the Nielsen Media Research,
Inc. Savings Plan (the "Savings Plan") and Savings Benefit Equalization
Plan (the "SBEP"), plans that are open to employees of NMR and certain
subsidiaries. The Savings Plan is a tax-qualified defined contribution plan
and the SBEP is a non-qualified plan that provides a benefit to
participants in the Savings Plan equal to the amount of company
contributions that would have been made to the participant's Savings Plan
accounts but for certain Federal tax laws.
(6) Mr. Young joined NMR in February 1998.
Option/SAR Grants in Last Fiscal Year
<TABLE>
<CAPTION>
(a) (b) (c) (d) (e) (f)
Number of
Securities % of Total
Underlying Options/SARs Grant Date
Options/SARs Granted to Exercise or Present
Granted (1) Employees in Base Price Expiration Value (2)
Name (#) Fiscal Year ($/Share) Date ($)
- -------------------- ------------ -------------- ----------- ---------- -----------
<S> <C> <C> <C> <C> <C>
John A. Dimling 75,000 6.29 16.4375 12/15/08 291,650
Thomas W. Young 30,000 2.52 16.4375 12/15/08 27,099
Barry P. Cook 30,000 2.52 16.4375 12/15/08 27,099
Stuart J. Goldshein 15,000 1.26 16.4375 12/15/08 13,549
Stephen J. Boatti 20,000 1.68 16.4375 12/15/08 18,066
</TABLE>
The following officers resigned from NMR's predecessor, Cognizant, in connection
with the Spin-Off on July 1, 1998. Amounts shown are for grants through June 30,
1998.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
Robert E. Weissman 0 N/A N/A N/A N/A
Victoria R. Fash 0 N/A N/A N/A N/A
Alan J. Klutch 0 N/A N/A N/A N/A
</TABLE>
- ----------
(1) Amount shown represents the number of non-qualified stock options, without
tandem stock appreciation rights ("SARs"), granted in 1998. The options may
not be exercised for at least one year after grant and may then be
exercised in installments of one-third of the grant amount each year until
they are 100% vested. Payment must be made in full upon exercise in cash or
Common Stock. The option holder may elect to have shares of Common Stock
issuable upon exercise withheld by NMR to pay withholding taxes due.
(2) Grant date present value is based on the Black-Scholes option valuation
model, which makes the following material assumptions for the December 16,
1998 grant: an expected stock-price volatility factor of 30%, a risk-free
rate of return of 4.63%, an annual dividend yield of 0%, an assumed time of
exercise of three years from grant date, and a reduction of approximately
9.7% to reflect the probability of forfeiture due to termination prior to
vesting. These assumptions may or may not be fulfilled. The amounts shown
cannot be considered predictions of future value. In addition, the option
will gain value only to the extent the stock price exceeds the option
exercise price during the life of the option.
14
<PAGE>
AGGREGATE OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR-END OPTION/SAR VALUES
The following table provides information as to option exercises by each of
the named executive officers during 1998 and the value of unexercised
in-the-money stock options at year-end.
<TABLE>
<CAPTION>
(A) (B) (C) (D) (E)
NUMBER OF SECURITIES
SHARES UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
` ACQUIRED VALUE OPTIONS/SARS AT FISCAL IN-THE-MONEY OPTIONS/SARS
ON EXERCISE REALIZED YEAR-END (1) (#) AT FISCAL YEAR-END (2)($)
--------------------------- ----------------------------
NAME (#) ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ------------- ----------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
John A. Dimling 244,672 $922,644 184,522 706,643 $1,819,823 $6,353,236
Thomas W. Young 0 0 0 235,458 0 $1,307,606
Barry P. Cook 124,564 $676,076 62,241 252,576 $ 616,590 $2,243,823
Stuart J. Goldshein 107,607 $446,137 63,158 223,447 $ 626,851 $2,079,734
Stephen J. Boatti 9,060 $ 48,287 220,808 212,008 $2,335,463 $1,925,165
</TABLE>
The following officers resigned from NMR's predecessor, Cognizant, in connection
with the Spin-Off on July 1, 1998. Amounts shown are for exercises through
June 30, 1998.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
Robert E. Weissman (3) 796,602 $5,640,886 0 6,666 0 $ 26,871
Victoria R. Fash 0 0 0 0 0 0
Alan J. Klutch 0 0 0 0 0 0
</TABLE>
- -------------
(1) No SARs were outstanding at December 31, 1998.
(2) The values shown equal the difference between the exercise price of
unexercised in-the-money options and the fair market value of the
underlying NMR Common Stock at December 31, 1998. Options are in-the-money
if the fair market value of the NMR Common Stock exceeds the exercise price
of the option.
(3) The amount of unexercised options shown for Mr. Weissman represents options
granted to him after the Spin-Off as a director of NMR.
RETIREMENT BENEFITS
Retirement benefits for the named executive officers are determined under
the NMR Retirement Plan and the NMR Retirement Excess Plan. Under these plans,
NMR contributes 6% of the participant's compensation monthly to the
participant's cash balance in the plan. The cash balance earns monthly
investment credits based on the yield on 30-year Treasury bonds from time to
time. Compensation, for the purpose of determining retirement benefits, consists
of base salary, annual bonuses, commissions and overtime pay. Severance pay,
income derived from equity-based awards, contingent payments and other forms of
special remuneration are excluded. Bonuses included in the Summary Compensation
Table above are normally not paid until the year following the year in which
they are accrued and expensed; therefore, compensation for purposes of
determining retirement benefits varies from the Summary Compensation Table
amounts in that bonuses expensed in the previous year but paid in the current
year are part of retirement compensation in the current year and current year's
bonuses accrued and included in the Summary Compensation Table are not. For
1998, compensation for purposes of determining retirement benefits for the named
executive officers differed by less than 10% from the amounts shown in the
Summary Compensation Table.
These plans also include a minimum monthly benefit for certain employees
who had attained age 50 and had earned five years of service as of October 31,
1996, including Messrs. Dimling and Cook. The minimum benefit is equal to the
excess of (i) 1.7% of final average compensation multiplied by years of credited
service not in excess of 25, plus 1.0% of average final compensation multiplied
by years of credited service in excess of 25, over (ii) 1.7% of the primary
Social Security insurance benefits multiplied by years of credited service not
in excess of 25, plus 0.5% of the primary Social Security insurance benefits
multiplied by years of credited service in excess of 25. Final average
compensation is defined as the highest average annual compensation during five
consecutive twelve-month periods in the last 10 consecutive twelve-month periods
of the member's credited service. Members vest in their accrued retirement
benefit upon completion of five years of service.
15
<PAGE>
The estimated annual benefits upon retirement at age 65 for Messrs.
Dimling, Cook, Goldshein and Boatti are $96,185, $34,361, $41,151 and $29,122,
respectively. These amounts include benefits payable under predecessor qualified
plans of The Dun & Bradstreet Corporation that would be deducted from the amount
payable under these plans. The estimated annual retirement benefits payable at
age 65 are based on 1998 recognized earnings, assuming no future increases in
such earnings. For Messrs. Boatti and Goldshein, the assumed investment credit
on cash balances is 5.5417% per annum, and the assumed annuity conversion rate
at age 65 is 5.15%. The actual investment credit and annuity conversion rate may
vary from these rates. In 1998, Mr. Young was not eligible to participate in the
NMR Retirement Plan or the NMR Retirement Excess Plan.
CHANGE-IN-CONTROL AGREEMENTS
NMR has entered into agreements with the executive officers named in the
Summary Compensation Table above (as well as with other officers and key
employees of NMR and its subsidiaries), providing for certain benefits upon
termination of employment in the event of a Change in Control (as defined below)
of NMR. If, following a Change in Control, the employment of a named executive
officer is terminated without cause or he or she terminates employment for "good
reason" (generally, an adverse change in employment status, compensation or
benefits, a required relocation or the lapse of 12 months following the Change
in Control), the officer will receive a lump sum payment equal to three times
(for Mr. Dimling and Mr. Young), two times (for Mr. Cook and Mr. Boatti) and one
and one-half times (for Mr. Goldshein) base salary and annual target bonus,
reimbursement for outplacement expenses, life and health insurance coverage for
36 months (for Mr. Dimling and Mr. Young), 24 months (for Mr. Cook and Mr.
Boatti) and 18 months (for Mr. Goldshein) after termination, retiree medical
coverage, the accelerated vesting of stock options and the accelerated payment
of prorated annual and other bonuses. A Change in Control will generally have
occurred under the following circumstances: (i) an acquisition by any person of
20% of the combined voting power of NMR's securities, (ii) during any period of
twenty-four months a majority of the Board ceases to consist of (x) directors in
office at the beginning of such period or (y) directors whose election was
approved by two-thirds of the directors in office at the beginning of the period
or by directors whose election was so approved, (iii) NMR's merger or
consolidation with another entity (other than one in which NMR's shares
outstanding prior to the merger represent 66-2/3% of the voting power of the
surviving company and no shareholder holds 20% or more of such remaining voting
power) or (iv) the liquidation or sale of substantially all of NMR's assets.
SEVERANCE ARRANGEMENTS
The NMR Career Transition Plan and Executive Transition Plan provide
severance benefits to employees of NMR (including the executive officers named
in the Summary Compensation Table above) and certain of its subsidiaries. These
plans generally provide for the payment of severance benefits if the employment
of a covered employee terminates by reason of a reduction in force, job
elimination, unsatisfactory job performance or a mutually acceptable
resignation. In the event of an eligible termination, executives with a base
salary between $150,000 and $200,000 will be paid three-quarters of a week of
salary continuation for each four weeks of service with NMR, up to a maximum of
20 weeks, except that certain executives who had service with The Dun &
Bradstreet Corporation (a predecessor of NMR) receive benefits of 39 weeks.
Executives with a base salary of more than $200,000 will be paid one week of
salary continuation for each two weeks of service, up to a maximum of 52 weeks.
The Chief Executive Officer will be paid 104 weeks of salary and annual bonus
continuation. Lower amounts are paid in the event of termination for
unsatisfactory performance. In addition, unless termination occurs for
unsatisfactory performance, the executive will receive a portion of his or her
cash bonus opportunity for the year of termination, prorated based on the number
of months worked during that year.
In addition, the plans provide to eligible terminated executives continued
medical, dental and life insurance coverage throughout the salary continuation
period, and in certain instances, outplacement services and financial
counseling. The Chief Executive Officer may increase or decrease benefits for
executives other than the Chief Executive Officer, provided such decision is
reported to the Compensation and Benefits Committee of the Board, and that
Committee may increase or decrease benefits for the Chief Executive Officer.
COMPENSATION OF DIRECTORS
CASH COMPENSATION. Beginning July 1, 1998, each director not employed by
NMR (other than Mr. Jacobi) was paid a retainer at an annual rate of $25,000 in
quarterly installments and each non-employee director who was
16
<PAGE>
Chairman of a committee of the Board of Directors was paid an additional
retainer at an annual rate of $3,000 in quarterly installments. In addition,
each such non-employee director was paid a fee of $1,000 for each Board or
committee meeting attended in 1998. Directors who were employed by NMR received
no retainers or fees.
Each non-employee director may elect to have all or a specified part of the
retainer and fees deferred until he or she ceases to be a director. Deferred
amounts may be credited to the account of directors as deferred cash, which
bears interest at prescribed rates, or as deferred share units in an amount
equal to the amount of deferred compensation divided by the fair market value of
a share of Common Stock on the date the compensation would otherwise have been
paid. Deferred share units are credited with dividend equivalents, if any. Fair
market value is the average of the high and low trading prices of the Common
Stock on the date of determination. Deferred amounts and accrued interest and
dividend equivalents are paid in the form of cash or stock, as appropriate, on
the first business day of the calendar year following the date of the director's
termination of service on NMR's Board.
Upon the occurrence of a Change in Control (as defined above under
"Change-in-Control Agreements") of NMR, the Compensation and Benefits Committee
may take such action as it deems necessary or desirable with respect to deferred
amounts.
Mr. Jacobi received no retainer or fees for 1998. Beginning March 1, 1999,
he will be paid a retainer for his services as Chairman at an annual rate of
$300,000, payable monthly.
NON-EMPLOYEE DIRECTORS' STOCK INCENTIVE PLAN. This plan provides for the
granting of stock options and restricted stock to non-employee directors of NMR
on such terms as are determined by the Compensation and Benefits Committee of
the Board of Directors. On July 8, 1998 the Committee granted each non-employee
director 2,147 shares of restricted Common Stock with a fair market value on
that date of $13.97, and a stock option to purchase 6,666 shares of Common Stock
at an exercise price of $13.97 per share. The restricted shares vest five years
after the date of grant. Until the shares vest, the director is not able to sell
or dispose of them but is entitled to vote them and receive dividends. These
restrictions lapse if the director dies or becomes disabled or, at the
Committee's discretion, if the director's service terminates in other
circumstances. The stock option expires 10 years after the grant date and vests
in six equal installments beginning one year after the grant date. The plan
provides for the accelerated vesting of options upon termination of service due
to death, disability or retirement.
Upon the occurrence of a Change in Control (as defined above under
"Change-in-Control Agreements") of NMR, the Compensation and Benefits Committee
may take such action as it deems necessary or desirable with respect to
directors' awards, including acceleration of an award, payment of cash in
exchange for cancellation of an award, and/or issuing substitute awards that
substantially preserve the value, rights and benefits of previously granted
awards.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
NMR knows of no person who did not file on a timely basis reports required
by Section 16(a) of the Securities Exchange Act of 1934 during 1998.
OTHER MATTERS
NMR knows of no matters, other than those referred to herein, that will be
presented at the Annual Meeting. If, however, any other appropriate business
should properly be presented at the meeting, the persons named in the enclosed
form of proxy will vote the proxies in accordance with their best judgment.
SHAREHOLDER PROPOSALS FOR 2000 ANNUAL MEETING
Shareholder proposals intended to be presented at the NMR Annual Meeting of
Shareholders in 2000 must be received by NMR no later than November 12, 1999.
March 9, 1999
17
<PAGE>
- --------------------------------------------------------------------------------
NIELSEN MEDIA RESEARCH, INC.
PROXY/VOTING INSTRUCTIONS FOR THE SPECIAL MEETING OF SHAREHOLDERS TO BE HELD
APRIL 13, 1999 AT 9:30 A.M. AT 1209 ORANGE STREET, WILMINGTON, DELAWARE
JOHN A. DIMLING, THOMAS W. YOUNG and STEPHEN J. BOATTI, or any of them,
with full power of substitution are hereby authorized and/or instructed to
represent and/or vote all the shares of Common Stock of Nielsen Media Research,
Inc. that the undersigned is entitled to vote at the Annual Meeting of
Shareholders on April 13, 1999, and at any adjournment thereof:
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ELECTION OF ALL NOMINEES
IDENTIFIED IN ITEM (1) AND FOR ITEM (2).
(1) Election of Class III Directors for a three-year term expiring at the
2002 Annual Meeting of Shareholders--Nominees: William G. Jacobi, John A.
Dimling and M. Bernard Puckett; and Election of a Class II Director for a
two-year term expiring at the 2001 Annual Meeting--Nominee: Ronald Townsend.
[ ] FOR all nominees listed above, except [ ] WITHHOLD authority to
vote withheld from the following vote for all nominees
nominees (if any):
---------------------------------------
(2) Ratification of the appointment of PricewaterhouseCoopers LLP as
independent public accountants to audit the Company's consolidated
financial statements for 1999. Mark only one.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
(Please Turn Over and Sign)
- --------------------------------------------------------------------------------
<PAGE>
- --------------------------------------------------------------------------------
NIELSEN MEDIA RESEARCH, INC.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS. A PROXY THAT IS SIGNED
AND RETURNED BY A SHAREHOLDER OF RECORD WITHOUT SPECIFICATION MARKED IN THE
INSTRUCTION BOXES WILL BE VOTED FOR ELECTION OF ALL NOMINEES IDENTIFIED IN
ITEM (1) AND FOR ITEM (2).
Notice to Participants in Certain Savings Plans.
- ------------------------------------------------
The trustee of the Nielsen Media Research, Inc. Savings Plan and the IMS
Health Incorporated Savings Plan has agreed that this proxy will also serve as
voting instructions from participants in the plans who have plan contributions
for their accounts invested in Common Stock. Proxies covering shares in these
plans must be received prior to April 3, 1999. If a proxy covering shares in
the plans has not been received prior to April 3, 1999 or if it is signed and
returned without specification marked in the instruction boxes, the trustee of
these plans will vote the respective plan shares in the same proportion as the
respective shares in such plan for which it has received instructions.
Please indicate whether you expect to
attend the Annual Meeting:
Date__________________ , 1999
_____ Yes ____ No
_____________________________
_____________________________
Signature(s)
Please sign exactly as your name
appears at left. Joint owners should
each sign. Executors, administrators,
trustees, etc. should so indicate when
signing and sign as required by the
authority held.
Proxy form begins on the reverse side.
Please vote, date, sign and return
immediately.
- --------------------------------------------------------------------------------
