<PAGE>
SCHEDULE 14A
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
<TABLE>
<S> <C>
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/X/ Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section240.14a-11(c) or
Section240.14a-12
TMP WORLDWIDE INC.
-----------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
-----------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the
Registrant)
</TABLE>
Payment of Filing Fee (Check the appropriate box):
<TABLE>
<S> <C> <C>
/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:
----------------------------------------------------------
</TABLE>
<PAGE>
TMP WORLDWIDE INC.
1633 BROADWAY
NEW YORK, NEW YORK 10019
212-977-4200
May 19, 2000
Dear Stockholder:
You are cordially invited to attend the Company's Annual Meeting of
Stockholders to be held at 11:00 a.m. on Wednesday, June 14, 2000, at the
offices of Monster.com, 5 Clock Tower Place, Maynard, Massachusetts 01754.
At the meeting you will be asked to elect six directors of the Company and
to approve an amendment to the Company's Certificate of Incorporation to
increase the number of authorized shares of Common Stock. In addition, we will
be pleased to report on the affairs of the Company and a discussion period will
be provided for questions and comments of general interest to stockholders.
We look forward to greeting personally those stockholders who are able to be
present at the meeting; however, whether or not you plan to be with us at the
meeting, it is important that your shares be represented. Accordingly, you are
requested to sign and date the enclosed proxy and mail it in the envelope
provided at your earliest convenience.
Thank you for your cooperation.
Very truly yours,
[LOGO]
Andrew J. McKelvey
Chairman of the Board
of Directors and CEO
<PAGE>
TMP WORLDWIDE INC.
----------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
----------------------------
NEW YORK, NEW YORK
MAY , 2000
Notice is hereby given that the Annual Meeting of Stockholders of TMP
Worldwide Inc. will be held on Wednesday, June 14, 2000 at 11:00 a.m. at the
offices of Monster.com, 5 Clock Tower Place, Maynard, Massachusetts 01754 for
the following purposes:
(1) To elect six directors to serve for the ensuing year;
(2) To consider and vote upon a proposal to approve an amendment to the
Company's Certificate of Incorporation increasing the authorized number of
shares of Common Stock $.001 par value, from 200,000,000 shares to
1,500,000,000 shares; and
(3) To transact such other business as may properly come before the Annual
Meeting or any adjournment thereof.
Stockholders of record at the close of business on May 9, 2000 will be
entitled to notice of and to vote at the Annual Meeting or any adjournment
thereof.
All stockholders are cordially invited to attend the Annual Meeting in
person. Stockholders who are unable to attend the Annual Meeting in person are
requested to complete and date the enclosed form of proxy and return it promptly
in the envelope provided. No postage is required if mailed in the United States.
Stockholders who attend the Annual Meeting may revoke their proxy and vote their
shares in person.
THOMAS G. COLLISON
SECRETARY
<PAGE>
TMP WORLDWIDE INC.
1633 BROADWAY
NEW YORK, NEW YORK 10019
------------------------
PROXY STATEMENT
------------------------
GENERAL INFORMATION
PROXY SOLICITATION
This Proxy Statement is furnished to the holders of Common Stock, par value
$.001 per share (the "Common Stock"), and Class B Common Stock, par value $.001
per share (the "Class B Common Stock"), of TMP Worldwide Inc. (the "Company") in
connection with the solicitation by the Board of Directors of the Company of
proxies for use at the Annual Meeting of Stockholders to be held on Wednesday,
June 14, 2000, or at any adjournment thereof, pursuant to the accompanying
Notice of Annual Meeting of Stockholders. The purposes of the meeting and the
matters to be acted upon are set forth in the accompanying Notice of Annual
Meeting of Stockholders. The Board of Directors is not currently aware of any
other matters which will come before the meeting.
Proxies for use at the meeting are being solicited by the Board of Directors
of the Company. Proxies will be mailed to stockholders on or about May 19, 2000
and will be solicited chiefly by mail. The Company will make arrangements with
brokerage houses and other custodians, nominees and fiduciaries to send proxies
and proxy material to the beneficial owners of the shares and will reimburse
them for their expenses in so doing. Should it appear desirable to do so in
order to ensure adequate representation of shares at the meeting, officers,
agents and employees of the Company may communicate with stockholders, banks,
brokerage houses and others by telephone, facsimile or in person to request that
proxies be furnished. All expenses incurred in connection with this solicitation
will be borne by the Company. The Company has no present plans to hire special
employees or paid solicitors to assist in obtaining proxies, but reserves the
option of doing so if it should appear that a quorum otherwise might not be
obtained.
REVOCABILITY AND VOTING OF PROXY
A form of proxy for use at the Annual Meeting of Stockholders and a return
envelope for the proxy are enclosed. Stockholders may revoke the authority
granted by their execution of proxies at any time before their effective
exercise by filing with the Secretary of the Company a written notice of
revocation or a duly executed proxy bearing a later date, or by voting in person
at the meeting. Shares of the Company's Common Stock and Class B Common Stock
represented by executed and unrevoked proxies will be voted in accordance with
the choice or instructions specified thereon. If no specifications are given,
the proxies intend to vote the shares represented thereby to approve Proposal
Nos. 1 and 2 as set forth in the accompanying Notice of Annual Meeting of
Stockholders and in accordance with their best judgment on any other matters
which may properly come before the meeting.
RECORD DATE AND VOTING RIGHTS
Only stockholders of record at the close of business on May 9, 2000 are
entitled to notice of and to vote at the Annual Meeting or any and all
adjournments thereof. On May 9, 2000, there were shares of Common Stock
outstanding, each of which is entitled to one vote on each of the matters to be
presented at the Annual Meeting, and 4,762,000 shares of Class B Common Stock
outstanding, each of which is entitled to ten votes on Proposal No. 1. Shares of
Class B Common Stock are not entitled to vote on Proposal No. 2. Andrew J.
McKelvey beneficially owns 21,773,243 shares of Common Stock, representing
approximately % of the outstanding Common Stock and all of the Class B
Common Stock, giving him in excess of 50% of the combined voting power of the
Company; no other stockholder of the Company
1
<PAGE>
has in excess of 1% of the combined voting power of the Company. It is expected
that Mr. McKelvey will vote for Proposal Nos. 1 and 2. The holders of a majority
of the outstanding shares of Common Stock and Class B Common Stock, present in
person or by proxy and entitled to vote, will constitute a quorum with respect
to Proposal No. 1. The holders of a majority of the outstanding shares of Common
Stock, present in person or by proxy and entitled to vote, will constitute a
quorum with respect to Proposal No. 2. Abstentions and broker non-votes will be
counted for purposes of determining the presence or absence of a quorum. "Broker
non-votes" are shares held by brokers or nominees which are present in person or
represented by proxy, but which are not voted on a particular matter because
instructions have not been received from the beneficial owner. Under applicable
Delaware law, the effect of broker non-votes on a particular matter depends on
whether the matter is one as to which the broker or nominee has discretionary
voting authority under the applicable rule of the New York Stock Exchange. The
effect of broker non-votes on the specific items to be brought before the Annual
Meeting of Stockholders is discussed under each item.
BENEFICIAL OWNERSHIP OF COMMON STOCK
The following table sets forth information as of March 31, 2000 (except as
otherwise noted in the footnotes), regarding the beneficial ownership determined
in accordance with the rules of the Securities and Exchange Commission (the
"SEC"), which generally attribute beneficial ownership of securities to persons
who possess sole or shared voting power and/or investment power with respect to
those securities, of the Company's Common Stock by: (i) each person known by the
Company to own beneficially more than five percent (5%) of the Company's
outstanding Common Stock; (ii) each director and nominee for director of the
Company; (iii) each executive officer named in the Summary Compensation Table
(see "Executive Compensation"); and (iv) all directors and executive officers of
the Company as a group. Except as otherwise specified, the named beneficial
owner has the sole voting and investment power over the shares listed.
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF
BENEFICIAL OWNERSHIP OF PERCENTAGE OF
COMMON STOCK/CLASS B PERCENTAGE OF CLASS B
NAME OF BENEFICIAL OWNER COMMON STOCK COMMON STOCK COMMON STOCK
- ------------------------ ----------------------- --------------------- -------------
<S> <C> <C> <C>
Andrew J. McKelvey(1)......................... 26,535,243 27.4% 100%
Thomas G. Collison(2)......................... 243,988 * --
James J. Treacy(3)............................ 704,544 * --
Jeffrey C. Taylor(4).......................... 343,080 * --
Paul M. Camara(5)............................. 294,190 * --
George R. Eisele(6)........................... 153,860 * --
Ronald J. Kramer(7)........................... 11,250 * --
Michael Kaufman(8)............................ 22,500 * --
John Swann(9)................................. 21,740 * --
All directors and executive officers as a
group (11 persons)(10)...................... 28,357,553 30.8% 100%
Putnam Investments, Inc.(11).................. 5,644,512 7.0% --
Janus Capital Corporation(12)................. 9,256,870 10.0% --
</TABLE>
- ------------------------
* Less than 1%
(1) Includes 4,762,000 shares of Class B Common Stock which are convertible, on
a share for share basis, into Common Stock. Each share of Class B Common
Stock has ten votes per share. Also includes 4,115 shares of Common Stock
owned by Mr. McKelvey's wife, 200 shares of Common Stock owned by
Mr. McKelvey's daughter and 902 shares of Common Stock held by TMP's 401(k)
Plan. Mr. McKelvey disclaims beneficial ownership of the shares owned by his
wife.
2
<PAGE>
(2) Includes 902 shares of Common Stock held by TMP's 401(k) Plan and 34,168
shares of Common Stock issuable upon the exercise of options which are
exercisable within 60 days of March 31, 2000.
(3) Includes 600 shares of Common Stock owned by Mr. Treacy's daughters, 902
shares of Common Stock held by TMP's 401(k) Plan, and 175,832 shares of
Common Stock issuable upon the exercise of options which are exercisable
within 60 days of March 31, 2000.
(4) Includes 902 shares of Common Stock held by TMP's 401(k) Plan and 254,186
shares of Common Stock issuable upon the exercise of options which are
exercisable within 60 days of March 31, 2000.
(5) Includes 902 shares of Common Stock held by TMP's 401(k) Plan and 93,000
shares of Common Stock issuable upon the exercise of options which are
exercisable within 60 days of March 31, 2000.
(6) Includes 762 shares of Common Stock held by TMP's 401(k) Plan and 1,000
shares of Common Stock issuable upon the exercise of options which are
exercisable within 60 days of March 31, 2000.
(7) Consists of 11,250 shares of Common Stock issuable upon the exercise of
options which are exercisable within 60 days of March 31, 2000.
(8) Consists of 22,500 shares of Common Stock issuable upon the exercise of
options which are exercisable within 60 days of March 31, 2000.
(9) Consists of 21,740 shares of Common Stock issuable upon the exercise of
options which are exercisable within 60 days of March 31, 2000.
(10) Includes 4,762,000 shares of Class B Common Stock, which are convertible on
a share for share basis, into Common Stock, 5,272 shares held by TMP's
401(k) plan and 4,915 shares beneficially owned. Also includes 637,833
shares subject to options which are exercisable within 60 days of March 31,
2000.
(11) Putnam Investments, Inc. may be deemed to beneficially own 5,644,512 shares
of our Common Stock which are held of record by clients of Putnam
Investments, Inc. Putnam Investments, Inc. does not have sole voting or
dispositive power with respect to any of the shares and has shared voting
power with respect to 117,300 shares and shared dispositive power with
respect to 5,644,512 shares. Information with respect to Putnam
Investments, Inc. has been derived from their Schedule 13G dated
February 18, 2000 as filed with the Securities and Exchange Commission.
(12) Janus Capital Corporation may be deemed to beneficially own 9,256,870
shares of our Common Stock which are held of record by clients of Janus
Capital Corporation. Janus Capital Corporation does not have sole voting or
dispositive power with respect to any of the shares and has shared voting
power with respect to 9,256,870 shares and shared dispositive power with
respect to 9,256,870 shares. Information with respect to Janus Capital
Corporation has been derived from their Schedule 13G dated January 11, 2000
as filed with the Securities and Exchange Commission.
PROPOSAL NO. 1--ELECTION OF DIRECTORS
Six directors (constituting the entire Board) are to be elected at the
Annual Meeting. Unless otherwise specified, the enclosed proxy will be voted in
favor of the persons named below to serve until the next annual meeting of
stockholders and until their successors shall have been duly elected and shall
qualify. In the event any of these nominees shall be unable to serve as a
director, the shares represented by the proxy will be voted for the person, if
any, who is designated by the Board of Directors to replace the nominee. All
nominees have consented to be named and have indicated their intent to serve if
elected. The Board of Directors has no reason to believe that any of the
nominees will be unable to serve or that any vacancy on the Board of Directors
will occur.
3
<PAGE>
The nominees, their ages, the year in which each first became a director and
their principal occupations or employment during the past five years are:
<TABLE>
<CAPTION>
YEAR FIRST PRINCIPAL OCCUPATION
NOMINEE AGE BECAME DIRECTOR DURING THE PAST FIVE YEARS
- ------- -------- --------------- -----------------------------------------
<S> <C> <C> <C>
Andrew J. McKelvey................... 65 1967 Chairman of the Board, CEO and a director
since founding the Company in 1967.
Mr. McKelvey has a B.A. from Westminster
College. Mr. McKelvey was a member of the
Board of Directors of the Yellow Pages
Publishers Association and the
Association of Directory Marketing from
1994 through September 1996.
George R. Eisele..................... 63 1987 Director of the Company since September
1987 and Executive Vice President of TMP
Worldwide Direct, the Company's direct
marketing division, since 1989.
James J. Treacy...................... 42 1998 Director of the Company since September
1998, Chief Operating Officer since
February 1998, Executive Vice
President--Finance and Strategy since
April 1996. Mr. Treacy joined the Company
in June 1994 as Chief Executive Officer
of the Recruitment Division. Prior to
joining the Company, Mr. Treacy was
Senior Vice President--Western Hemisphere
Treasurer for the WPP Group USA, Inc.
Michael Kaufman...................... 54 1997 Director of the Company since October
1997. Mr. Kaufman is President of
SBC/Prodigy Transition. Mr. Kaufman
previously served as President and CEO of
Pacific Bell's Consumer's Market Group.
Prior thereto, Mr. Kaufman was the
President and CEO of Pacific Bell
Communications, a subsidiary of SBC
Communications Inc., and from 1993
through April 1997 he was the regional
president for the Central and West Texas
market area of Southwestern Bell
Telephone. Mr. Kaufman holds a B.A. and
an M.B.A. from the University of
Wisconsin.
John Swann........................... 63 1996 Director of the Company since September
1996. In 1995, Mr. Swann founded Cactus
Digital Imaging Systems, Ltd., Canada's
largest supplier of electronically
produced large format color prints.
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
YEAR FIRST PRINCIPAL OCCUPATION
NOMINEE AGE BECAME DIRECTOR DURING THE PAST FIVE YEARS
- ------- -------- --------------- -----------------------------------------
<S> <C> <C> <C>
Ronald J. Kramer..................... 41 2000 Director of the Company since February
2000. Mr. Kramer has been a managing
director of Wasserstein Perella & Co.,
Inc. since July 1999. Prior thereto, Mr.
Kramer was the Chairman and CEO of
Ladenburg Thalmann Group Inc. and had
been employed there for more than the
last five years. Mr. Kramer is also a
director of Griffon Corporation, Lakes
Gaming and New Valley Corporation.
</TABLE>
All directors hold office until the next meeting of the stockholders of the
Company and until their successors are elected and qualified.
The Board of Directors has a Compensation Committee charged with
recommending to the Board the compensation for the Company's executives and
administering the Company's stock option and benefit plans. The Compensation
Committee is currently composed of Messrs. Kramer and Kaufman. During 1999, the
Compensation Committee met twice and acted forty-one times by unanimous consent
in lieu of a meeting. The Board of Directors also has an Audit Committee charged
with recommending to the Board the appointment of independent auditors of the
Company, as well as discussing and reviewing, with the independent auditors, the
scope of the annual audit and results thereof. The Audit Committee is currently
composed of Messrs. Kramer and Kaufman. During 1999, the Audit Committee met
twice. The Board of Directors also has a Strategy Committee charged with
recommending to the Board strategic plans. The Strategy Committee is currently
composed of Messrs. Kramer and Kaufman. During 1999, the Strategy Committee met
once. Each Committee member attended at least 75% of the meetings of such
Committee held when he was a member.
During the fiscal year ended December 31, 1999, the Board of Directors held
two meetings and acted fifteen times by unanimous written consent in lieu of a
meeting. Each director attended at least 75% of the meetings of the Board of
Directors held when he was a Director.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires the Company's executive officers and directors, and
persons who beneficially own more than ten percent of the Company's Common
Stock, to file initial reports of ownership and reports of changes in ownership
with the SEC and the National Association of Securities Dealers, Inc. Executive
officers, directors and greater than ten percent beneficial owners are required
by SEC regulations to furnish the Company with copies of all Section 16(a) forms
they file. Based upon on a review of the copies of such forms furnished to the
Company and written representations from the Company's executive officers and
directors, the Company believes that during fiscal 1999 all Section 16(a) filing
requirements applicable to its executive officers, directors and greater than
ten percent beneficial owners were complied with.
VOTE REQUIRED
The six nominees receiving the highest number of affirmative votes of the
shares present in person or represented by proxy and entitled to vote for them,
a quorum being present, shall be elected as directors. Only votes cast for a
nominee will be counted, except that the accompanying proxy will be voted for
all nominees in the absence of instruction to the contrary. Abstentions, broker
non-votes and instructions on the accompanying proxy card to withhold authority
to vote for one or more nominees will result in the respective nominees
receiving fewer votes. However, the number of votes otherwise received by the
nominee will not be reduced by such action.
THE BOARD OF DIRECTORS DEEMS "PROPOSAL NO. 1--ELECTION OF DIRECTORS" TO BE
IN THE BEST INTERESTS OF THE COMPANY AND ITS STOCKHOLDERS AND RECOMMENDS A VOTE
"FOR" APPROVAL THEREOF.
5
<PAGE>
EXECUTIVE COMPENSATION
The following table sets forth information concerning all cash and non-cash
compensation paid or to be paid by the Company as well as certain other
compensation awarded, earned by and paid, during the fiscal years indicated, to
the Chief Executive Officer and each of the four other most highly compensated
executive officers of the Company for such periods in all capacities in which
they served.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM COMPENSATION
ANNUAL COMPENSATION AWARDS
----------------------------------------------- ---------------------------
OTHER SECURITIES ALL
ANNUAL UNDERLYING OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION OPTIONS/SARS COMPENSATION
- -------------------------------- -------- ---------- -------- ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Andrew J. McKelvey,............. 1999 $ 833,364 -- $21,874(1) -- --
Chairman of the Board and CEO 1998 1,500,000 -- 21,395(1) -- --
1997 1,500,031 -- 23,111(1) -- --
James J. Treacy,................ 1999 329,576 $ 35,000 3,200(2) 400,000 --
Chief Operating Officer and 1998 231,100 35,000 3,200(2) 150,000 --
Executive Vice President-- 1997 211,531 50,000 3,200(2) 143,332 --
Finance and Strategy
Jeffrey C. Taylor,.............. 1999 400,000 112,500 67,375(3) 2,000,000 --
CEO of TMP Interactive 1998 401,314 50,000 20,000(3) 200,000 --
1997 217,196 100,000 20,000(3) 82,250 --
Thomas G. Collison,............. 1999 207,031 -- 3,200(2) 60,000 --
Vice Chairman and Secretary 1998 207,031 -- 3,200(2) 10,000 --
1997 207,031 50,320 3,200(2) 37,668 --
Paul M. Camara,................. 1999 359,148 -- 3,200(2) 500,000 --
Executive Vice President-- 1998 225,031 -- 3,200(2) 200,000 --
Creative/Sales/Marketing 1997 225,030 52,680 3,200(2) 48,500 --
</TABLE>
- ------------------------
(1) $3,200 represents matching contributions made to the Company's 401(k) Plan
in each of 1999, 1998 and 1997 and $18,674, $18,195 and $19,911 represents
lease payments for an automobile in 1999, 1998 and 1997, respectively.
(2) Represents matching contributions made to the Company's 401(k) Plan.
(3) $3,200 represents matching contributions made to the Company's 401(k) Plan
in each of 1999, 1998 and 1997 and $16,800 represents lease payments for an
automobile in each of 1999, 1998 and 1997 and $47,375 represents
Mr. Taylor's 1999 commission compensation.
6
<PAGE>
STOCK OPTIONS
The following table sets forth certain summary information concerning
individual grants of stock options made during the year ended December 31, 1999
to each of the Company's executive officers named in the Summary Compensation
Table.
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
----------------------------------- POTENTIAL REALIZABLE VALUE AT
NUMBER OF % OF TOTAL ASSUMED ANNUAL RATES OF
SECURITIES OPTIONS EXERCISE STOCK PRICE APPRECIATION FOR
UNDERLYING GRANTED TO OR BASE OPTION TERM(2)
OPTIONS EMPLOYEES PRICE PER EXPIRATION -----------------------------
NAME GRANTED IN 1999(1) SHARE DATE 5% 10%
- ---- ---------- ---------- --------- ---------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Andrew J. McKelvey......... -- -- -- -- -- --
James J. Treacy............ 400,000 5.7% $22.063 08/05/09 $37,435,607 $64,837,086
Jeffrey C. Taylor.......... 2,000,300 28.7% (4) (4) 184,385,482 321,414,426
Thomas G. Collison......... 60,000 0.9% (3) (3) 5,214,091 9,324,340
Paul M. Camara............. 500,000 7.2% $22.063 08/05/09 46,794,509 81,046,357
</TABLE>
- ------------------------
(1) In December 1999, the Company's Board of Directors granted the indicated
options. The indicated percentages are based on 6,942,880 options granted in
1999 under the 1999 Long Term Incentive Plan and 30,000 options granted in
April 1999 under the 1996 Stock Option Plan and do not include 3,405,100
options which are a result of the conversion of options of companies
acquired by TMP.
(2) These amounts represent assumed rates of appreciation in the price of the
Company's Common Stock during the term of the option in accordance with
rates specified in applicable federal securities regulations. Actual gains,
if any, or stock option exercises, will depend on the future price of the
Common Stock and overall stock market conditions. The Company's stock price,
as reported by the Nasdaq National Market on December 31, 1999, was $71.00
per share.
(3) Mr. Collison was granted options to purchase 50,000 shares of the Company's
Common Stock on October 18, 1999 at a per share exercise price of $25.00,
these options expire on October 18, 2009. Mr. Collison was granted options
to purchase 10,000 shares of the Company's Common Stock on December 1, 1999
at a per share exercise price of $47.50, these options expire on
December 1, 2009.
(4) Mr. Taylor was granted options to purchase 2,000,000 shares of the Company's
Common Stock on July 30, 1999 at an exercise price per share of $23.47.
These options expire on July 30, 2009. Mr. Taylor was also granted options
to purchase 300 shares of the Company's Common Stock on December 1, 1999 at
an exercise price per share of $47.50. These options expire on December 1,
2009.
The following table sets forth at December 31, 1999 the number of securities
underlying unexercised options and the value of unexercised options held by each
of the executive officers named in the Summary Compensation Table:
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY
OPTIONS AT YEAR END OPTIONS AT YEAR END(1)
--------------------------- ---------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
Andrew J. McKelvey......................... -- -- -- --
James J. Treacy............................ 175,832 517,500 11,084,341 26,368,281
Jeffrey C. Taylor.......................... 254,186 2,130,564 15,547,477 102,908,601
Thomas G. Collison......................... 34,168 72,500 2,183,159 3,284,200
Paul M. Camara............................. 93,000 655,500 5,648,469 33,452,375
</TABLE>
- ------------------------
(1) Computed based upon the difference between the Stock Option exercise price
and $71.00, the closing price of the Company's Common Stock on December 31,
1999.
7
<PAGE>
EMPLOYMENT AGREEMENTS
The Company has entered into an amended employment agreement with Andrew J.
McKelvey, effective as of November 15, 1996, for a term ending on November 14,
2001. The agreement provides for automatic renewal for successive one year terms
unless either party notifies the other to the contrary at least 90 days prior to
the expiration of the then current term. The agreement also provides that
Mr. McKelvey will serve as Chairman of the Board and CEO of the Company and will
be nominated for election as a director during all periods of his employment.
Under the agreement, Mr. McKelvey is entitled to a base salary of $1,500,000 per
year and until November 1998, when his agreement was amended, was entitled to
mandatory quarterly bonuses of $375,000. Mr. McKelvey waived such bonuses.
Mr. McKelvey was paid $833,364 in 1999. On May 1, 1999, the Company and
Mr. McKelvey further amended the employment agreement to provide for an annual
base salary of $500,000 and an annual bonus, based on exceeding earnings per
share targets, not to exceed $500,000. Under the agreement, Mr. McKelvey may
terminate his employment upon 90 days' prior written notice for any reason. The
agreement also provides that in the event Mr. McKelvey's employment is
terminated by the Company prior to its expiration for reasons other than for
"cause," the Company shall pay Mr. McKelvey his base salary for the remaining
term of the agreement at the times it would have been payable had he remained
employed. The agreement further provides that in the event of Mr. McKelvey's
voluntary resignation, termination of his employment by the Company for cause or
nonrenewal of the agreement, Mr. McKelvey shall not be entitled to any
severance, and in the event of his disability or death he or his estate shall be
paid his base salary for a period of 180 days after any such termination at the
times it would have been payable had he remained employed. The agreement also
contains confidentiality provisions, whereby Mr. McKelvey agrees not to disclose
any confidential information regarding the Company and its affiliates.
The Company has entered into a second amended employment agreement with
James J. Treacy, effective as of October 1, 1999, for an indefinite term on an
at-will basis. The agreement provides that either party may terminate the
agreement for any reason. Pursuant to the agreement, Mr. Treacy will serve as
Chief Operating Officer and Executive Vice President, Finance and Strategy of
the Company for a base salary in 1999 of $475,000 and an annual bonus equivalent
to a percentage, ranging from 25% to 50%, of his salary if certain goals
mutually agreed upon by Mr. Treacy and the Chief Executive Officer are attained
by Mr. Treacy and/or the Company. The agreement provides that in the event
Mr. Treacy is terminated for "cause" or voluntarily resigns, he shall not be
entitled to any severance, and in the event Mr. Treacy is terminated by reason
of his death, disability or for other reasons, he or his estate shall be
entitled to his base salary and minimum annual bonus for a period of one year
after the effective date of his termination payable at the times they would have
been payable had he remained employed, less income earned by him from the
performance of any personal services during such period. The agreement provides
that in the event Mr. Treacy's employment is terminated by death all of his
options shall become fully vested and exercisable for the shorter of one year or
the balance of the term provided in the stock option agreement. The agreement
contains confidentiality provisions, whereby Mr. Treacy agrees not to disclose
any confidential information regarding the Company and its affiliates, as well
as nonsolicitation provisions which prohibit Mr. Treacy from soliciting any
active or prospective accounts of the Company or its affiliates for a period of
one year following termination.
The Company's subsidiary, TMP Interactive Inc., entered into a second
amended and restated employment agreement with Jeffrey C. Taylor, effective as
of August 28, 1998, for a term ending December 31, 2001. That agreement provides
for automatic renewal for successive one year terms unless either party notifies
the other to the contrary at least 60 days prior to its expiration. The
agreement provides that Mr. Taylor will serve as Chief Executive Officer of TMP
Interactive Inc. and currently provides Mr. Taylor with a base salary of
$400,000 per year and annual bonuses of at least $100,000 per year based on
formulae mutually agreed to by the parties. Under the agreement, Mr. Taylor may
terminate his employment upon written notice for certain material alterations in
his responsibilities, duties, and authorities or upon 90 days' prior written
notice for any reason. The agreement provides that in the event
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Mr. Taylor's employment is terminated by TMP Interactive Inc. prior to its
expiration for reasons other than cause or is terminated by Mr. Taylor for
certain material alterations in his responsibilities, duties and authorities,
TMP Interactive Inc. shall pay Mr. Taylor his base salary and his annual bonus
from the preceding year or, if not yet issued a minimum of $100,000 and all of
Mr. Taylor's options to purchase TMP stock shall become fully vested and
Mr. Taylor and his immediate family shall be provided with specified insurance
for a period of one year. The agreement also provides that in the event of
Mr. Taylor's voluntary resignation, termination of his employment by TMP
Interactive Inc. for "cause" or non-renewal of the agreement, Mr. Taylor shall
not be entitled to any severance, and in the event of his disability or death he
or his estate shall be paid his base salary and certain other benefits for a
period of 90 days at the times they would have been payable had he remained
employed. The agreement contains confidentiality provisions, whereby Mr. Taylor
agrees not to disclose any confidential information regarding TMP
Interactive Inc. and its affiliates, as well as non-competition provisions. The
non-competition covenants generally survive the termination or expiration of
Mr. Taylor's employment for two years, provided that in certain circumstances
TMP Interactive Inc. must pay Mr. Taylor one-half of his base salary, one-half
of his $75,000 minimum annual bonus, medical benefits and an additional payment
of $19,792 per month for the duration of the non-competition obligation.
Mr. Taylor's agreement also prohibits him from soliciting or servicing customers
or prospective customers of TMP Interactive Inc. and its affiliates for a period
of two years following the termination or expiration of his employment.
STOCK OPTION AWARDS
In January 1996, the Company's Board of Directors adopted the 1996 Stock
Option Plan (the "Stock Option Plan"), which, as amended, provides for the
issuance of incentive stock options within the meaning of Section 422 of the
Internal Revenue Code of 1986, as amended (the "Code"), and non-statutory stock
options, to purchase an aggregate of up to 6,000,000 shares of the Common Stock
of the Company. The Stock Option Plan permits the grant of options to officers,
employees and consultants of the Company and its affiliates.
In December 1998, the Company's Board of Directors adopted the Company's
1999 Long-Term Incentive Plan (the "1999 Plan") and granted options to purchase
an aggregate of 666,000 shares of Common Stock to certain of its executive
officers and directors. Such options were granted at a per share exercise price
of $13.437, the fair market value of the Company's Common Stock on the date of
grant. In 1999, options to purchase 174,656 shares of Common Stock were granted
at a per share exercise price of $23.125, options to purchase 10,000 shares of
Common Stock were granted at a per share exercise price of $31.182, options to
purchase 2,000,000 shares of Common Stock were granted at a per share exercise
price of $23.468, options to purchase 900,000 shares of Common Stock were
granted at a per share exercise price of $22.063, options to purchase 50,000
shares of Common Stock were granted at a per share exercise price of $25.00 and
options to purchase 55,000 shares of Common Stock were granted at a per share
exercise price of $47.50. The exercise price of all of the option grants was
determined based upon the fair market value of the Company's Common Stock on the
date of the Grant of the option. The Company no longer makes grants under the
1996 Stock Option Plan.
COMPENSATION OF DIRECTORS
Directors who are full time employees of the Company receive no additional
compensation for their services as a director. Each of the Company's
non-employee directors receives $15,000 per year for services rendered as a
director, plus a per meeting fee of $5,000 for each meeting of the board of
directors or a committee of the board of directors attended in person after the
fifth such meeting attended in person, plus reimbursement of expenses incurred
in connection with his or her duties as director.
The Company has adopted the 1996 Stock Option Plan for Non-Employee
Directors (the "Directors' Plan"), pursuant to which options to acquire a
maximum aggregate of 360,000 shares of Common Stock may be granted to
non-employee directors. Pursuant to the Directors' Plan, each of
Messrs. Kaufman and
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Swann, its non-employee directors, was granted an option to purchase 22,500
shares of Common Stock at a purchase price per share equal to the fair market
value of the Common Stock on the date of such director's election to the Board
of Directors ($11.81 in the case of Mr. Kaufman and $7.00 in the case of
Mr. Swann). The options have a ten-year term and become exercisable as
determined by the Compensation Committee. The options may be exercised by
payment in cash, check or shares of Common Stock.
Pursuant to the 1999 Plan, each new non-employee director of the Company
will be automatically granted an option to purchase 22,500 shares of Common
Stock upon his or her commencement of service as a non-employee director.
Accordingly, Mr. Kramer received such option in February 2000, at an exercise
price equal to the fair market value of the Common Stock on the date of grant.
In addition, each non-employee director of the Company will automatically be
granted an option to purchase 5,000 shares of Common Stock under the 1999 Plan
on the day following each Annual Meeting of Stockholders that occurs at least
one year after the first anniversary of the date he or she first became a
non-employee director. Automatic option grants will have a ten-year term and an
exercise price equal to the fair market value of the Common Stock on the date of
grant. Options granted to non-employee directors upon their commencement of
service will be 50% vested on the date of grant and will generally become fully
vested on the first anniversary of the date of grant. Options granted to
non-employee directors on an annual basis will generally become 50% vested on
each of the first two anniversaries of the date of grant. The Company will no
longer make grants under the Directors' Plan.
COMPENSATION COMMITTEE REPORT TO STOCKHOLDERS
The report of the Compensation Committee of the Board of Directors (the
"Compensation Committee") shall not be deemed incorporated by reference by any
general statement incorporating by reference this proxy statement into any
filing under the Securities Act of 1933, as amended (the "Securities Act") or
under the Exchange Act, except to the extent that the Company specifically
incorporates this information by reference, and shall not otherwise be deemed
filed under such Acts.
The Compensation Committee was formed in September, 1996 and currently
consists of Messrs. Kramer and Kaufman, each of whom is an independent
non-employee director. The Compensation Committee is charged with recommending
to the Board of Directors the compensation for the Company's executives and
administering the Company's stock option and benefit plans.
COMPENSATION PHILOSOPHY
The Company believes that executive compensation should be closely related
to increased stockholder value. One of the Company's strengths contributing to
its successes is a strong management team, many of whom have been with the
Company for a number of years. The Committee believes that low executive
turnover has been instrumental to the Company's success, and that the Company's
compensation program has played a major role in limiting executive turnover. The
compensation program is designed to enable the Company to attract, retain and
reward capable employees who can contribute to the continued success of the
Company, principally by linking compensation with the attainment of key business
objectives. Equity participation and a strong alignment to stockholders'
interests are key elements of the Company's compensation philosophy.
Accordingly, the Company's executive compensation program is designed to provide
competitive compensation, support the Company's strategic business goals and
reflect the Company's performance.
The compensation program reflects the following principles:
- Compensation should encourage increased stockholder value.
- Compensation programs should support the short- and long-term strategic
business goals and objectives of the Company.
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<PAGE>
- Compensation programs should reflect and promote the Company's values and
reward individuals for outstanding contributions toward business goals.
- Compensation programs should enable the Company to attract and retain
highly qualified professionals.
PAY MIX AND MEASUREMENT
The Company's executive compensation is comprised of two components, base
salary and incentives, each of which is intended to serve the overall
compensation philosophy.
BASE SALARY
The Company's salary levels are intended to be consistent with competitive
pay practices and level of responsibility, with salary increases reflecting
competitive trends, the overall financial performance and resources of the
Company, general economic conditions as well as a number of factors relating to
the particular individual, including the performance of the individual
executive, and level of experience, ability and knowledge of the job.
INCENTIVES
Incentives consist of stock options and cash awards paid to the Company's
senior and middle management executives. Mr. McKelvey does not receive
incentives. Cash incentive payments and stock option awards in 1999 to
Mr. Treacy were based on obtaining operational efficiencies and spearheading the
Company's investor relations. Mr. Taylor's cash incentive and stock options were
based on growth in internet billings and traffic and growing brand awareness.
Mr. Collison's stock option award was based on objectives for completing
acquisitions. Mr. Camara's stock option award was based on new business goals
and spearheading award winning advertising campaigns. In 1999, other key
executives were granted stock options based on revenue, divisional or regional
profit, client retention or other preset objectives related to performance as
set forth in the Company's 1999 annual plan.
The Committee strongly believes that the pay program should provide
employees with an opportunity to increase their ownership and potentially gain
financially from Company stock price increases. By this approach, the best
interests of stockholders, executives and employees will be closely aligned.
Therefore, executives and other employees are eligible to receive stock options,
giving them the right to purchase shares of Common Stock of the Company at a
specified price in the future. The grant of options is based primarily on a key
employee's potential contribution to the Company's growth and profitability,
based on the Committee's discretionary evaluation. Options are granted at the
prevailing market value of the Company's Common Stock and will only have value
if the Company's stock price increases. Generally, grants of options vest over a
period of time and executives must be employed by the Company for such options
to vest.
CHIEF EXECUTIVE OFFICER 1999 COMPENSATION
Pursuant to his employment agreement, the base salary for Andrew J.
McKelvey, the Company's CEO and Chairman of the Board, was $833,364 during the
Company's fiscal year ended December 31, 1999. Such base salary represents no
increase over the previous year's salary. The employment agreement was entered
into by the Company as a recognition of Mr. McKelvey's services to the Company
as well as an acknowledgment of his stature in the industry.
The aggregate compensation of Mr. McKelvey was deemed appropriate by the
Compensation Committee considering the overall performance of the Company and
Mr. McKelvey.
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TAX EFFECTS
Section 162(m) of the Code generally limits to $1,000,000 the annual income
tax deduction for certain "non-performance based" compensation paid to the chief
executive officer or any of the four other highest paid offices of a publicly
held corporation. "Performance-based compensation" is not subject to the
deduction limitation if certain requirements are met. Based on the transition
rules set forth in the Code and the regulations promulgated thereunder,
compensation payable to Mr. McKelvey under his employment agreement should be
exempt from the non-deductibility provisions of Section 162(m) through the 1999
calendar year.
The Compensation Committee believes that linking executive compensation to
corporate performance results in a better alignment of compensation with
corporate business goals and stockholder value. The Committee believes its
compensation practices are directly tied to stockholder returns and linked to
the achievement of annual and longer-term financial and operational results of
the Company on behalf of the Company's stockholders. In view of the Company's
performance and achievement of goals and competitive conditions, the
Compensation Committee believes that compensation levels during 1999 adequately
reflect the Company's compensation goals and policies.
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COMPENSATION COMMITTEE
Ronald Kramer
Michael Kaufman
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
On September 16, 1996, the Company's Board of Directors established a
Compensation Committee, which currently consists of Messrs. Kramer and Kaufman
to recommend compensation for the Company's executives and to administer the
Company's stock option and other benefit plans. Prior to September 16, 1996, all
matters concerning executive officer compensation were addressed by the entire
Board of Directors. In February 2000 and in October 1997, respectively,
Mr. Kramer and Mr. Kaufman received stock options to purchase 11,304 shares and
22,500 shares of Common Stock, respectively, at an exercise price of $63.07 per
share and $11.81 per share, respectively, equal to the fair market value on the
date of grant.
CERTAIN TRANSACTIONS
Messrs. McKelvey, Eisele, Camara and Collison have approximately 69.4%, 10%,
5% and 5% interests, respectively, in International Drive, L.P., the lessor of
the Company's 48,000 square foot office in Mt. Olive, New Jersey. This lease
runs through December 2004 and the Company's rent for this space is $46,200 per
month. Mr. McKelvey has a 49% interest in TPH & AJM, a partnership, the lessor
of the office occupied by Telephone Directory Advertising, Inc., an entity in
which the Company has a 48.92% interest. This lease runs through June 2000 and
Telephone Directory Advertising, Inc.'s rent for this space is currently $9,286
per month.
On January 1, 1996, TMP Worldwide Communications Inc., the Company's
Canadian recruitment advertising subsidiary, entered into a management agreement
with TMPW Canada Inc., a recruitment advertising company owned by Mr. Swann,
pursuant to which TMP Worldwide Communications Inc. provides management services
in exchange for a percentage of the billings of TMPW Canada Inc. which is agreed
to from time to time. The agreement has no stated term but is terminable by
either party on 30 days' notice. For the years ended December 31, 1999, 1998 and
1997, TMPW Canada Inc. paid approximately $396,000, $537,000, and $294,000,
respectively to TMP Worldwide Communications Inc. for management services.
Beginning in June 1999, the Company periodically used the service of an
aircraft for a company from a company owned by Mr. McKelvey, and in connection
therewith, $215,000 was paid through December 31, 1999.
The Company believes that all transactions with the aforementioned directors
and executive officers were made on terms no less favorable to the Company than
would have been obtained from unaffiliated third parties and were approved or
ratified by the entire Board, including disinterested directors.
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THE COMPANY'S PERFORMANCE
The Stock Price Performance Graph below shall not be deemed incorporated by
reference by any general statement incorporating by reference this proxy
statement into any filing under the Securities Act or under the Exchange Act,
except to the extent the Company specifically incorporates this information by
reference, and shall not otherwise be deemed filed under such Acts.
COMPARE CUMULATIVE TOTAL RETURN
AMONG TMP WORLDWIDE INC.
NASDAQ MARKET INDEX AND SIC CODE INDEX
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
DOLLARS
<S> <C> <C> <C> <C> <C>
12/13/96 12/31/96 12/31/97 12/31/98 12/31/99
TMP Worldwide Inc. 100.00 91.07 164.29 300.00 1014.29
SIC Code Index 100.00 94.93 136.82 195.17 364.11
NASDAQ Market Index 100.00 99.77 122.04 172.13 303.59
</TABLE>
The above Graph compares the performance of the Company from December 12,
1996, the date that the Company's Common Stock commenced trading on the Nasdaq
National Market, through December 31, 1999, against the performance of the
Nasdaq National Market Index and the Company's Peer Group (SIC Code Index) for
the same period. The companies included in the Company's Peer Group are
@Plan Inc., Careerbuilder Inc., Catalina Marketing Corp., Cordiant
Communications Group plc, Cybergold Incorporated, Digital Generation
Systems, Inc., Flycast Communications, Grey Advertising, Inc., Healthworld
Corp., Hearme Incorporated, Interpublic Group of Companies, Inc., Lamar
Advertising Co., Leapnet, Inc., Lifeminders.com Inc., Obie Media Corp., Omnicom
Group, Inc., Princeton Video Image, Promotions.com Inc., Saatchi & Saatchi plc,
True North Communications, WPP Group plc, Yesmail.com Incorporated and Young &
Rubicam, Inc.
PROPOSAL NO. 2--AMENDMENT OF CERTIFICATE OF INCORPORATION TO
INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK
The Board of Directors has unanimously adopted and submits to stockholders
for their approval an amendment to Article FIFTH of the Certificate of
Incorporation which would increase the number of shares of Common Stock, par
value $.001 per share, which the Company is authorized to issue from
14
<PAGE>
200,000,000 shares to 1,500,000,000 shares. The full text of the proposed
amendment to Article FIFTH is set forth in Appendix A hereto and the foregoing
discussion is qualified by reference thereto.
The authorized stock of the Company consists of 200,000,000 shares of Common
Stock, 39,000,000 shares of Class B Common Stock, 200,000 shares of 10.5%
Cumulative Preferred Stock and 800,000 shares of Preferred Stock. As of May 9,
2000, shares of Common Stock were issued and outstanding, exclusive of
shares held in treasury. In addition, as of May 9, 2000 shares of
Common Stock are reserved for issuance under currently outstanding options and
for new awards under the Company's 1999 Long Term Incentive Plan. Except to the
extent that the Company may issue shares of Common Stock reserved therefor
pursuant to its stock option plans, the Company has not entered into any
agreements or understandings, and has no present plans, for the issuance of
additional shares of the Company's Common Stock, but wishes to have such shares
available for future isssuances as the need may arise.
The Board of Directors has proposed this increase in the authorized number
of shares of Common Stock and recommends its adoption in order to provide the
Company with greater flexibility to issue Common Stock for appropriate corporate
purposes. Among the purposes for which such additional authorized stock could be
issued include funding its capital needs and corporate growth, for the
acquisition of desirable businesses, for stock options to attract and retain
employees and for stock splits and stock dividends. If Proposal No. 2 is not
adopted, the Company's ability to finance its future capital needs will be
severely limited. The Company relies on options as an integral part of the
compensation package used to retain existing employees and attract new employees
and consultants. If Proposal No. 2 is not adopted, the Company will be limited
in its ability to use options as part of a compensation package, and the
Company's ability to retain existing employees and attract new employees and
consultants may be adversely affected.
Approval of the proposed amendment to the Certificate of Incorporation will
allow the Board to move promptly to issue additional shares, if appropriate
opportunities should arise, without the delay and expense of calling a special
stockholders' meeting. The Board of Directors will determine whether, when and
on what terms the issuance of shares of Common Stock may be warranted. Like the
presently authorized but unissued shares of the Company, the additional shares
will be available without further action by the stockholders unless such action
is required by applicable law or by the rules of the Nasdaq National Market or
any applicable stock exchange. Stockholders do not presently have preemptive
rights with respect to the current authorized Common Stock. Except in certain
cases such as a stock dividend, the issuance of additional shares would have the
effect of diluting the voting powers of existing stockholders. The Company has
no other arrangements, commitments or understandings with respect to the sale of
any additional shares, except in connection with the options outstanding under
the Company's stock option plans.
Although a proposal to increase the authorized capital stock of a company
may be construed as having an anti-takeover effect, neither the management of
the Company nor its Board of Directors views this proposal in that perspective.
The proposal has not been prompted by an effort by anyone to gain control of the
Company, and the Company is not aware of any such attempt. However, authorized
shares of Common Stock could be used by the Board of Directors to frustrate or
make more difficult a change in control of the Company. For example, shares
could be used in connection with a so called "poison pill" or other right in an
attempt to deter a hostile takeover or could be placed privately with purchasers
who might side with the Board of Directors in opposing a hostile takeover bid.
The issuance of such shares could also be used to dilute the ownership interest
of such persons, increase the total amount of consideration necessary for such
persons to obtain control or increase the voting power of friendly third
parties. In addition, the Company's Certificate of Incorporation currently
authorizes the Board of Directors to issue, without stockholder approval, shares
of Preferred Stock with such powers, preferences and rights as shall be fixed by
the Board and at March 31, 2000 there were no such shares of Preferred Stock
outstanding. Such shares could be used in anti-takeover efforts as described
above and could be given voting power sufficient to
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block proposals advanced by a substantial stockholder. The proposed amendment is
not in response to any takeover attempt or proposal with respect to the Company.
VOTE REQUIRED
The affirmative vote of the holders of a majority of the shares of Common
Stock of the Company are entitled to vote at the 2000 Annual Meeting of
Stockholders is required for the adoption of the amendment set forth above.
Abstentions and broker non-votes have the same legal effect as a vote cast
against the proposal.
THE BOARD OF DIRECTORS DEEMS "PROPOSAL NO. 2--AMENDMENT OF CERTIFICATE OF
INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK" TO BE
IN THE BEST INTERESTS OF THE COMPANY AND ITS STOCKHOLDERS AND RECOMMENDS A VOTE
"FOR" APPROVAL THEREOF.
RELATIONSHIP WITH INDEPENDENT AUDITORS
BDO Seidman, LLP have been the independent auditors for the Company since
November 15, 1992 and will serve in that capacity for the 2000 fiscal year. A
representative of BDO Seidman, LLP will be present (either in person or by
telephone) at the Annual Meeting and will have an opportunity to make a
statement if he desires to do so, and will respond to appropriate questions from
stockholders.
STOCKHOLDER PROPOSALS
Stockholder proxies obtained by the Board of Directors in connection with
the annual meeting of stockholders in the year 2001 will confer on the
proxyholders discretionary authority to vote on any matters presented at the
meeting which were not included in the proxy statement, unless notice of the
matter to be presented at the meeting is provided to the Company's Corporate
Secretary not later than March 10, 2001.
All stockholder proposals which are intended to be presented at the 2001
Annual Meeting of Stockholders of the Company must be received by the Company no
later than January 21, 2001 for inclusion in the Board of Directors' proxy
statement and form of proxy relating to that meeting.
OTHER BUSINESS
The Board of Directors knows of no other business to be acted upon at the
Annual Meeting. However, if any other business properly comes before the Annual
Meeting, it is the intention of the persons named in the enclosed proxy to vote
on such matters in accordance with their best judgment.
The prompt return of your proxy will be appreciated and helpful in obtaining
the necessary vote. Therefore, whether or not you expect to attend the Annual
Meeting, please sign the proxy and return it in the enclosed envelope.
By Order of the Board of Directors
Thomas G. Collison
SECRETARY
Dated: May , 2000
A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K WILL BE SENT WITHOUT
CHARGE TO ANY STOCKHOLDER REQUESTING IT IN WRITING FROM: TMP WORLDWIDE INC.,
ATTENTION: MYRON F. OLESNYCKYJ, ESQ., 1633 BROADWAY, 33RD FLOOR, NEW YORK, NEW
YORK 10019.
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APPENDIX A
PROPOSED AMENDMENT TO CERTIFICATE OF INCORPORATION
Article FIFTH of the Certificate is proposed to be amended to read as follows:
(1) CLASSES AND NUMBER OF SHARES
The total number of shares of all classes of stock which the Corporation has
authority to issue is one billion forty million (1,540,000,000) shares,
consisting of 1 billion (1,500,000,000) shares of Common Stock, par value $.001
per share (the "Common Stock"), thirty-nine million (39,000,000) shares of
Class B Common Stock, par value $.001 per share (the "Class B Common Stock"),
two hundred thousand (200,000) shares of 10.5% Cumulative Preferred Stock, par
value $10.00 per share (the "Cumulative Preferred Stock"), and eight hundred
thousand (800,000) shares of Preferred Stock, par value $.001 per share, which
shall have such designations as may authorized by the Board of Directors from
time to time (the "Preferred Stock").
A-1
<PAGE>
TMP WORLDWIDE INC.
PROXY SOLICITED ON BEHALF OF BOARD OF DIRECTORS
The undersigned hereby appoints Andrew J. McKelvey and Thomas
Collison, and each of them, with full power of substitution, as proxies to
vote on behalf of the undersigned all shares which the undersigned may be
entitled to vote at the Annual Meeting of Stockholders of the Company to be
held at Monster.com, 5 Clock Tower Place, Maynard, Massachusetts 01754 at
11:00 A.M. on Wednesday, June 14, 2000, and at any adjournments thereof, with
all powers the undersigned would possess if personally present, upon the
matters set forth in the Notice of Annual Meeting and Proxy Statement, as
directed on the reverse side hereof.
Any proxy heretofore given by the undersigned with respect to such
shares is hereby revoked. Receipt of the Notice of Annual Meeting and Proxy
Statement is hereby acknowledged.
(To be Completed, Signed and Dated on Reverse Side)
<PAGE>
/x/ Please mark your
votes as in this
example.
<TABLE>
<S> <C> <C>
Nominees: 3. Transaction of such other business as may
FOR WITHHOLD properly come before the meeting and any
/ / / / 1. ELECTION Andrew J. McKelvey adjournments thereof.
OF George R. Eisele
DIRECTORS Ronald J. Kramer NOTE: THIS PROXY WILL BE VOTED AS SPECIFIED. IF NO
Michael Kaufman SPECIFICATION IS MADE, IT WILL BE VOTED FOR ALL
John Swann NOMINEES IN PROPOSAL 1 AND FOR PROPOSAL 2.
James J. Treacy THE PROXIES ARE AUTHORIZED TO VOTE IN THEIR
DISCRETION WITH RESPECT TO OTHER MATTERS WHICH
MAY COME BEFORE THE MEETING.
</TABLE>
(Instruction: To withhold authority to vote for any
individual nominee, write that nominee's name below.)
- -----------------------------------------------------
FOR AGAINST ABSTAIN
/ / / / / / 2. APPROVAL OF THE AMENDMENT
TO THE CERTIFICATE OF INCORPORATION
<TABLE>
<S> <C> <C>
SIGNATURE___________________________________ DATE__________ SIGNATURE___________________________________
DATE__________
(SIGNATURE IF HELD JOINTLY)
</TABLE>
NOTE: Please mark, date and sign exactly as name appears hereon, including
designation as executor, trustee, etc. if applicable. A corporation
must sign in its name by the President or other authorized officer. All
co-owners must sign. PLEASE RETURN THE PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE.
