<PAGE>
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
THE JUDGE GROUP, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required per Exchange Act Rule 14a-6(i)(2)
/ / 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:(1)
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:
(1) Set forth the amount on which the filing fee is calculated and state how it
was determined.
<PAGE>
THE JUDGE GROUP, INC.
Two Bala Plaza, Suite 400
Bala Cynwyd, Pennsylvania 19004
-------------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held
June 15, 1999
---------------
May 18, 1999
To the Shareholders:
You are cordially invited to attend the 1999 Annual Meeting of Shareholders of
The Judge Group, Inc., which will be held at 10:00 a.m. on Tuesday, June 15,
1999, at the Company's corporate headquarters, Two Bala Plaza, Suite 400, Bala
Cynwyd, Pennsylvania, for the following purposes:
1. To elect the Board of Directors;
2. To ratify the appointment of Rudolph Palitz, LLP as the Company's
independent accountants for the 1999 fiscal year; and
3. To transact such other business as may properly come before the meeting
or any adjournment thereof.
The Board of Directors has fixed the close of business on May 14, 1999 as the
record date for the determination of the shareholders of record entitled to
notice of, and to vote at, the Annual Meeting and any adjournments thereof.
The Company's Annual Report for fiscal 1998 is enclosed.
WHETHER OR NOT YOU PLAN TO ATTEND THE 1999 ANNUAL MEETING, PLEASE COMPLETE,
DATE, SIGN AND PROMPTLY RETURN THE ACCOMPANYING PROXY OR PROXIES IN THE
ENCLOSED ENVELOPE, WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.
RETURNING YOUR PROXY CARD DOES NO DEPRIVE YOU OF YOUR RIGHT TO ATTEND THE
MEETING AND VOTE YOUR SHARES IN PERSON.
By Order of the Board of Directors,
KATHARINE A. WIERCINSKI
Secretary
<PAGE>
The Judge Group, Inc.
Two Bala Plaza, Suite 400
Bala Cynwyd, Pennsylvania 19004
-------------------------------
PROXY STATEMENT
---------------
This proxy statement is furnished in connection with the solicitation of proxies
by the Board of Directors of The Judge Group, Inc., a Pennsylvania corporation
(the "Company"), for use at the 1999 Annual Meeting of Sharebolders scheduled
for 10:00 a.m. on Tuesday, June 15, 1999 at the Company's corporate
headquarters, Two Bala Plaza, Suite 400, Bala Cynwyd, Pennsylvania 19004, and at
any postponements or adjournments thereof. This proxy statement and the
accompanying forms of proxy are first being mailed to shareholders on or about
May 21, 1999.
Shares represented by properly executed proxy cards received by the Company at
or before the meeting will be voted according to the instructions indicated on
the proxy card. Unless contrary instructions are given, the persons named on the
proxy card intend to vote shares so represented FOR the election of the nominees
for director named in this proxy statement, and FOR the ratification of Rudolph,
Palitz LLP as the Company's independent accountants for 1999. The persons named
on the proxy card will vote according to their best judgment as to any other
business which properly comes before the meeting.
Signing and returning the accompanying proxy will not affect a shareholder's
right to attend the Annual Meeting or vote in person. A proxy may be revoked at
any time before it is voted at the meeting by filing with the Secretary of the
Company an instrument revoking it, by a duly executed proxy bearing a later date
or by attending the 1999 Annual Meeting and giving notice of such revocation.
Only shareholders of record at the close of business on May 14, 1999. the record
date for the meeting, will be entitled to vote at the Annual Meeting.
Tbe cost of this proxy statement will be paid by the Company. Additional
solicitation by mail, telephone, telecopy or by personal solicitation may be
conducted by directors, officers and employees of the Company, for which they
will receive no additional compensation. Brokeage houses, fiduciaries and other
nominees holding common shares of the Company as of the record date will be
requested to forward proxy soliciting material to the beneficial owners of such
shares, and will be reimbursed by the Company for their reasonable expenses.
QUORUM, OUTSTANDING SHARES, VOTING RIGHTS AND SHAREHOLDINGS OF CERTAIN PERSONS
Outstanding Shares and Voting Rights
The presence at the 1999 Annual Meeting, in person or by proxy, of the holders
of shares representing a majority of the total number of votes authorized to be
cast by the Company's common shareholders at the close of business on May 14,
1999 is necessary to constitute a quorum. In determining whether a quorum
exists, holders of shares will be treated as being present at the Annual Meeting
if the holders of such shares are present in person or are represented by valid
proxies, whether the proxy cards granting such proxies are marked as casting a
vote or abstaining or are left blank.
The affirmative vote of a majority of the votes cast at the meeting is required
for the approval of any matter to come before the Annual Meeting. In determining
the number of votes cast, shares abstaining from voting and shares held in
street name that are indicated as not being voted due to lack of discretionary
authority, such as a broker non-vote, will not be treated as votes cast.
Shareholders do not have cumulative voting rights.
The Company has one class of outstanding capital stock, common shares, par value
$.01 per share (the "Common Shares"), The record date for the Annual Meeting is
May 14, 1999. On April 30 there were 13,497,576 common shares outstanding,
which number is not expected to change by the record date.
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth, as of April 30, 1999, the beneficial ownership
of the Company's Common Shares by: (i) each person who is known by the Company
to be the beneficial owner of more than 5% of such shares; (ii) each director
and nominee for director of the Company; (iii) each of the Cormpany's executive
officers named in the Summary Compensation Table ("Named Officers"); and (iv)
all directors and executive officers of the Company as a group. This information
is based upon public filings and in the case of the Company's officers and
directors, information provided to the Company by such persons. Unless otherwise
indicated, beneficial
<PAGE>
ownership is based on sole voting and dispositive power with respect to the
shares, and shares are held by the person listed members of his or her family.
Common Shares which the individual has the right to acquire, upon exercise of
options and in certain other circumstances, are deemed to be outstanding and
beneficially owned by the individual. Unless otherwise indicated, the address of
each person listed in this table is c/o The Judge Group, Inc., Two Bala Plaza,
Suite 400, Bala Cynwyd, Pennsylvania 19004.
Common Stock
------------------------------------------------
Name Number of Shares Percentage Outstanding
- --------------------------------------------------------------------------------
Martin E. Judge, Jr. 6,162,599(1) 45.7%
Michael A. Dunn, 1,891,113(2) 14.0%
Wellington Management Company, LLP
75 State Street
Boston, Massachusetts 02109 952,200(3) 7.1%
Heartland Advisors, Inc.
790 North Milwaukee Street
Milwaukee, WI 53202 707,700(4) 5.2%
Richard T. Furlano 100,150(5) *
Randolph J. Angermann 26,794(6) *
James C. Hahn 15,294(7) *
All, directors and executive
officers as a group (7 persons) 8,259,050(8) 61.2%
*Less than one percent.
(1) Includes 654,549 shares held by Takema. Ltd. LP, a Delaware limited
partnership ("Takema") of which Mr. Judge is the General Partner, and
50,000 Common Shares issuable upon the exercise of the vested portion of
outstanding stock options.
(2) Includes 361,010 shares held by the Michael A. Dunn Descerdants' Trust,
over which Mr. Dunn has sole dispositive power, and 23,000 Common Shares
issuable upon the exercise of the vested portion of outstanding stock
options.
(3) Consists of 847,200 Common Shares over which Wellington Management Company,
LLP ("WMC") has shared voting power and 952,200 Common Shares over which
WMC has shared dispositive power.
(4) Consists of 292,700 Common Shares over which Heartland Advisors, Inc.
("Heartland") has sole voting power and 707,700 Common Shares over which
Heartland has sole dispositive power.
(5) Includes 39,250 Common Shares issuable upon the exercise of the vested
portion of outstanding stock options.
(6) Includes 5,000 Common Shares issuable upon the exercise of the vested
portion of outstanding stock options.
(7) Includes 5,000 Common Shares issuab1e upon the exercise of the vested
portion of ouatanding stock options.
(8) Includes 132,750 Common Shares issuable upon the exercise of the vested
portion of outstanding stock options.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and executive officers, as well as persons beneficially owning more
than 10% of tbe Company's Common Shares and certain other persons (collectively,
"Covered Persons") to file with the Securities and Exchange Commission and the
NASDAQ Stock Market, within specified time periods, initial reports of
ownership, and subsequent reports of changes in ownership, of Common Shares and
certain other securities of the Company.
Based on the Company's review of the copies of reports received by it, and
written representations, if any, received from Covered Persons with respect to
the filing of reports on Forms 3, 4 and 5, the Company believes that all filings
required to be made by the Covered Persons for fiscal 1998 were made on a timely
basis.
<PAGE>
PROPOSAL 1. ELECTION OF DIRECTORS
The entire Board of Directors (the "Board"), comprised of five directors, will
be elected at the 1999 Annual Meeting. All directors are elected annually and,
if elected, will hold office until the next annual meeting of shareholders and
until the election and qualification of their successors. Unless contrary
imstructions are given, the shares represented by the enclosed proxy will be
voted FOR the election of the nominees set forth in the following table.
Nominees for Election as Directors; Identification of Executive Officers
Each nominee has consented to being named in this proxy statement and to serve,
if elected. If any nominee at the time of his election is unable or unwilling to
serve or is otherwise unavailable for election, and as a result another nominee
is designated by the Board of Directors, the persons named in the enclosed
proxy, or their substitutes appointed by the Board of Directors, will have
discretion and authority to vote or refrain from voting for such nominee in
accordance with their judgment. The five nominees receiving the highest number
of votes cast at the Annual Meeting will be elected directors. For such
purposes, the withholding of authority to vote, an abstention or the specific
direction not to cast a vote, such as a broker non-vote, will not constitute the
casting of a vote in the election of directors. The following table also sets
forth certain information concerning the Company's executive officers who are
not also a director of the Company.
<TABLE>
<CAPTION>
Director/Officer Name Age Since Principal Occupation and Experience
- --------------------- --- ----- -----------------------------------
<S> <C> <C> <C>
Martin E. Judge, Jr. 55 1970 Founder; Chief Executive Officer and Chairman of the Board since 1970.
Michael A. Dunn 51 1995 Director and Executive Vice President of the Company. President of the
Company's Permanent Placement business since 1990. From 1980 to 1990, Mr. Dunn
served as Executive Vice President of the Permanent Placement business, and has
also held various recruiting and managerial positions in that business since
joining the Company in 1973. During fiscal 1996 and until the JIS Merger in
fiscal 1997, Mr. Dunn was a director of JIS.
Richard T. Furlano 49 1996 Director. President of the Company's Contract Placement business since April 1992.
He served as President of Judge Imaging Systems, Inc. ("JIS"), a publicly held
subsidiary of the Company until its merger into a wholly-owned subsidiary of
the Company in February 1997 (the "JIS Merger"). During fiscal 1996 and until
the JIS Merger in fiscal 1997, Mr. Furlano was also a director of JIS. Mr.
Furlano is the brother-in-law of Mr. Judge.
Randolph J. Angermann 48 1997 Director. Since February 1994, Mr. Angermann has been the President of Four
Seasons Properties Inc., a real estate investment firm. From 1971 until its
sale to Office Depot, Inc. in February 1994, Mr. Angermann owned and operated
Yorkship Business Supply, a diversified office products company.
James C. Hahn 56 1997 Director. Since January 1996, Mr. Hahn has served as President and Chief Executive
Officer of AutoImage ID, Inc., a company that designs and manufactures real
time recognition systems using automatic data collection applications. From
July 1991 to January 1994, Mr. Hahn was the Vice President of Product Marketing
for Gandalf Technologies, a publicly held multi-national Canadian company that
manufactures, sells and services data communication products used for
computer-to-computer communications. In addition, from October 1991 to January
1996, Mr. Hahn served as a director of Harbor Technology, Inc., a data
communication and telemarketing network company.
</TABLE>
The Board of Directors and its Committees
The Board held four meetings during the year ended December 31, 1998. The Board
has three standing committees, the Stock Option Committee, the Compensation
Committee and the Audit Committee. The Board does not have a standing nominating
committee. The functions of a nominating committee are carried on by the Board
of Directors as a whole.
<PAGE>
The Compensation Committee. The Compensation Committee is comprised of Messrs.
Angermann and Hahn. This committee reviews categories of compensation levels of
the Company's employees and determines guidelines for future compensation,
including incentive compensation. This committee held one meeting during fiscal
1998.
The Stock Option Committee. The Stock Option Committee is comprised of Messrs.
Angermann and Hahn. This committee authorized to grant options to officers and
key employees of the Company pursuant to the Company's 1996 Incentive Stock
Option Plan, as amended and restated effective September 11, 1998 (formerly the
Company's 1996 Incentive Stock Option and Non-Qualified Stock Option Plan for
Key Employees and Non-Employee Directors, as amended and restated affective June
9, 1998) (tbe "Stock Option Plan") and otherwise. This committee held four
meetings during fiscal 1998.
The Audit Committee. The Audit Committee is comprised of Messrs. Judge,
Angermann and Hahn. The primary responsibilities of this committee are to
recommend annually the independent public accountants for appointment by the
Board as auditors for the Company, review the scope of the audit made by the
accountants, review the audit reports submitted by the accountants, conduct such
other reviews as the committee deems appropriate and make reports and
recommendations to the Board within the scope of its functions. This committee
held one meeting during fiscal 1998.
Directors' Compensation
In fiscal 1998, the Company's directors, and the directors of each of the
Company's subsidiaries, did not receive any cash compensation for their services
as directors. In fiscal 1998, each non-employee director received options to
purchase 10,000 common shares as non-discretionary grants made pursuant to the
Company's Stock Option plan.
Pursuant to the Company's Stock Option Plan, each person elected as a
Non-Employee Director, as defined in the Securities Exchange Act of 1934, as
amended, at the Annual Meeting will receive a grant of a Non-Qualified Stock
Option, (a "NQSO") to purchase 10,000 Common Shares on the first business day
immediately following the date he or she is elected a director. In addition,
pursuant to the Company's Stock Option Plan, on the first business day
immediately following each of the dates on which an incumbent Non-Employee
Director is re-elected, he or she will receive an additional grant of an NQSO to
purchase 10,000 additional Common Shares. The grant of NQSOs to Non-Employee
Directors pursuant to the Stock Option Plan is automatic and neither the
Committee nor the Board shall have any discretionary authority with respect
thereto.
PROPOSAL 2. RATIFICATION OF ACCOUNTANTS
In the absence of instructions to the contrary, proxies will be voted in favor
of the reappointment of Rudolph, Palitz LLP as independent accountants of the
Company to serve until the next Annual Meeting of Shareholders. The election of
independent accountants by the shareholders is not required by law or by the
Company's By-Laws; however, the Company has decided to submit this matter to the
shareholders and believes that it is good practice to do so. A majority of the
votes cast in favor of the election of Rudolph, Palitz, LLP is necessary to
approve this matter. For such purposes, the withholding of authority to vote, an
abstention or the specific direction not to cast a vote, such as a broker
non-vote, will not constitute the casting of a vote in favor of the election. If
a majority of the votes cast on this matter are not cast in favor of the
election of Rudolph, Palitz LLP, the Company will appoint other independent
accountants as soon as is practical and before the close of 1999.
A representative of Rudolph, Palitz LLP is expected to be present at the Annual
Meeting to make a statement if desired and will be available to respond to any
appropriate questions.
<PAGE>
EXECUTIVE COMPENSATION
Summary Compensation Table
The following table sets forth certain information concerning the annual and
long-term compensation paid or accrued for the Company's Chief Executive Officer
and each of the Company's other executive officers whose total annual salary and
bonus exceeded $100,000 for services rendered to the Company and its
subsidiaries during fiscal 1998 ("Named Officers").
<TABLE>
<CAPTION>
Annual Compensation(1)
---------------------
Name Principal Position Year Salary Bonus All Other Compensation
---- ------------------ ---- ------ ----- ----------------------
<S> <C> <C> <C> <C> <C>
Martin E. Judge, Jr. Chief Executive Officer, 1998 $288,393 $ -- $105,288(2)
President, and Chairman of the 1997 $494,782 $ -- $116,411(3)
Board of Directors
Michael A. Dunn Executive Vice President of the 1998 $239,648 $ -- $ 39,663(4)
Board of Directors, President of 1997 $261,525 $ -- $ 41,347(5)
Permanent Placement business
Richard T. Furlano Board Member, President of 1998 $287,307 $17,500 $ --
Contract Placement business 1997 $304,025 $17,500 $ --
</TABLE>
(1) The Company has omitted in the Summary Compensations Table information
concerning the value of perquisites and other personal benefits which, in
the aggregate, do not exceed the lesser of $50,000 or 10% of the total
salary and bonus reported for the Named Officers.
(2) Includes life insurance premiums of $105,288 paid by the Company
(recoverable by the Company upon policy cancellation or payment of death
benefits).
(3) Includes life insurance premiums of $97,961 paid by the Company (recoverable
by the Company upon policy cancellation or payment of death benefits).
(4) Represents life insurance premiums of $28,763 paid by the Company
(recoverable by the Company upon policy cancellation of payment of death
benefits) and $10,900 for a Company provided car.
(5) Represents life insurance premiums of $30,447 paid by the Company
(recoverable by the Company upon policy cancellation or payment of death
benefits) and $10,900 for a Company provided car.
Stock Option Tables
The following tables provide information with respect to stock option grants by
the Company to the Named Officers in 1998 and the number of unexercised options
and the value of unexercised in-the-money options at December 31, 1998,
respectively.
Option Grants in Last Fiscal Year
<TABLE>
<CAPTION>
Potential Realizable Value at
Assumed Annual Rates of Stock
Options Price Appreciation for Option
Granted Individual Grants Term(4)
--------------------------------------------------------------------------------------------
% of Total
Options Granted Exercise
to Employees in Price Expiration
Fiscal Year(1) Per Share Date 5% 10%
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Martin E. Judge, Jr. 100,000 9.57% $5.707 04/13/2003(2) $157,674 $348,418
Michael A. Dunn 40,000 3.83% $5.707 04/13/2003(2) $ 63,070 $139,367
Richard T. Furlano 75,000 7.18% $5.188 04/13/2008(3) $ 68,576 $198,624
=======================================================================================================================
</TABLE>
(1) The Company granted a total of 1,044,750 options during fiscal 1998
(including 20,000 options granted to Non-Employee Directors, none of which
were issued outside of the Stock Option Plan).
(2) The options become exercisable in equal annual installments over a four-year
period and have a term of five years.
(3) The options become exercisable in equal annual installments over a four-year
period and have a term of ten years.
(4) These amounts represent hypothetical gains that could be achieved for the
respective options if exercised at the end of the option term. These gains
are based on assumed rates of stock appreciation of 5% and 10% compounded
annually from the date the respective options were granted to their
expiration date.
<PAGE>
Aggregated Option Exercises in Last Fiscal Year and
Fiscal Year-End Option Values
<TABLE>
<CAPTION>
Value of Unexercised In-the-
Number of Unexercised Options Money Options At
at Fiscal Year-End Fiscal Year-End(2)
------------------ ------------------
Shares
Acquired on
Name Exercise Value Realized(1) Exercisable Unexercisable Exercisable Unexercisable
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Martin E. Judge, Jr. -- $ -- 12,500 137,500 $ -- $ --
Michael A. Dunn -- $ -- 6,500 59,500 $ -- $ --
Richard T. Furlano -- $ -- 10,250 125,750 $ -- $ --
</TABLE>
(1) Calculated on the basis of the fair market value of the underlying
securities at the exercise date minus the exercise price.
(2) In-the-money options are those where the fair market value of the underlying
securities exceeds the exercise price of the option. The closing price of
the Company's Common Shares on December 31, 1998 was $2,188 per share.
Performance Graph
The graph set forth below compares the cumulative total returns to holders of
Common Shares of the Company with the cumulative total return of the NASDAQ
Stock Market-US Index and of a peer group selected by the Company for the period
beginning February 14, 1997, the date trading first began in the Company's
Common Shares on the NASDAQ National Market following the Company's Initial
Public Offering, and ending December 31, 1998, assuming the investment in the
relevant stock or index was $100 at February 14, 1997 and that all dividends
were reinvested. The peer companies were selected by the Company on the basis of
their involvement in the employment staffing industry and/or their selection by
the underwriters of the Offering for purposes of valuing the Company's Common
Shares. The peer group is composed of Data Processing Resources Corp., Hall
Kinion & Associates, Inc., Alternative Resources Corp., TSR, Inc., and Metro
Information Services. The information with respect to Hall Kinion & Associates,
Inc. is provided as of August 5, 1997, the date of its initial public offering.
The closing market price of the Company's Common Shares as of December 31, 1998
was $2,188 per share.
COMPARISON OF CUMULATIVE TOTAL RETURN
FOR THE PERIOD FROM FEBRUARY 14, 1997 TO DECEMBER 31, 1998
- --------------------------------------------------------------------------------
$160.00
$140.00
$120.00
$100.00 --o-- Company
$80.00 --[ ]-- Peer Index
$60.00 --x-- Market Index
$40.00
$20.00
$0.00
2/14/97 12/31/97 12/31/98
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
========================================================================================
Feburary 14, 1997 December 31, 1997 December 31, 1998
- ----------------------------------------------------------------------------------------
<S> <C> <C> <C>
The Judge Group, Inc. $100.00 $ 65.00 $ 29.16
- ----------------------------------------------------------------------------------------
Peer Group $100.00 $143.21 $107.23
========================================================================================
</TABLE>
<PAGE>
- --------------------------------------------------------------------------------
NASDAQ Stock Market - US $100.00 $116.03 $153.49
- --------------------------------------------------------------------------------
Employment Agreements
The Company does not have employment agreements with any Named Officers. The
Company does, however, require that all key employees execute confidentiality
and one-year post-termination non-competition agreements.
Compensation Committee Interlocks and Insider Participation
Effective April 1997, Messrs. Angermann and Hahn were elected as members of the
Compensation Committee and served as such at all times during fiscal 1998.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
Introduction
Pursuant to rules established by the Securities and Exchange Commission, the
Company is required to provide certain data and information with respect to the
compensation provided to the Company's Chief Executive Officer and certain other
of its executive officers. In fulfillment of this requirement, the Compensation
Committee of the Board of Directors have prepared the following report
addressing the Company's executive compensation policies for the fiscal year
ended December 31, 1998 for inclusion in this Proxy Statement.
The Compensation Committee reviews and approves salaries and other matters
relating to compensation of the Company's executive officers, including
incentives and other forms of compensation and benefits. The Compensation
Committee is comprised of Messrs. Angermann and Hahn, both of whom are
non-employee directors.
Compensation Policies
Historically, the Company's compensation, package has consisted of base salary,
bonuses and equity incentives in the form of stock options. In light of the
Company's need to secure, retain and motivate management employees of high
caliber who possess skills useful to the development and growth of the Company,
the Compensation Committee has established the following principles in awarding
compensation:
o Executive and management compensation should be based in part on the
Company's performance. Stock options and cash incentive performance bonuses
should be used to motivate executives and management to achieve the
Company's long-term goals and objectives.
o Equity ownership by employees, including executive officers, serves to
align the interests of employees with the interests of shareholders by
providing employees with incentives to build shareholder values.
o Salaries for each executive officer should be set with reference to the
range of salaries for similar positions in comparable companies in the
Company's industry [as reported in compensation survey information obtained
by the Company from compensation consulting firms].
<PAGE>
Base and Cash Incentive Performance Bonus Compensation
The base compensation paid to the Company's executive officers is influenced
significantly by the need to attract and retain management employees with high
levels of expertise.
In the opinion of the Compensation Committee, based upon a survey conducted by
the Company of companies with a similar market capitalization as the Company and
other information available to the Compensation Committee on competitive
salaries, the base compensation paid to the Company's executive officers and
managers falls within the range of salaries for similar positions in comparable
employment staffing companies.
The Company's bonus plan (the "Bonus Plan") was established in 1997 to award
cash incentive performance bonuses to management employees. Under the Bonus
Plan, cash incentive bonuses are awarded to management employees, including
executive officers, based upon a formula consisting of the accomplishment of
certain Company and individual performance goals, which include meeting revenue,
revenue growth rate and operating income targets related to the business
operations for which they are responsible.
Equity Incentives
Historically, the Company has relied heavily upon the grant of stock options as
part of its compensation policy. The Company believes that the granting of
stock options encourages its executive officers and other key employees to
achieve long-term goals and objectives that are consistent with results that
benefit the Company's shareholders. The Company also believes that the grant of
opportunities for an equity stake in the Company is important in attracting and
retaining key employees. As a result, in 1998, the Company granted options under
the Stock Option Plan to executive officers, senior managers and other key
employees, to purchase a total of 1,044,758 of the Company's Common Shares
(including options to purchase 78,300 of the Company's Common Shares canceled
upon resignation). The Company intends in 1999 and in the future to make
additional grants to key employees and non-employee directors under the Stock
Option Plan, as amended.
Chief Executive Officer Compensation
The Compensation Committee uses the same factors in determining the compensation
of the Chief Executive Officer as it does for the other executive officers. The
salary received by the Chief Executive Officer in 1998 was based on the
compensation policies discussed above.
<PAGE>
THE COMPENSATION COMMITTEE
Randolph J. Angermann
James C. Hahn
- --------------------------------------------------------------------------------
ANNUAL REPORT ON FORM 10-K
A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE YEAR 1998, AS FILED
WITH THE SECURITIES AND EXCHANGE CONMISSION, WILL BE FURNISHED TO ANY
SHAREHOLDER WITHOUT CHARGE UPON WRITTEN REQUEST DIRECTED TO THE ATTENTION OF THE
SECRETARY OF THF COMPANY, AT THE COMPANY'S PRINCIPAL ADDRESS SHOWN ON THE COVER
PAGE OF THIS PROXY STATEMENT. THE COMPANY WILL FURNISH TO EACH PERSON WHOSE
PROXY IS BEING SOLICITED, UPON WRITTEN REQUEST, ANY EXHIBIT DESCRIBED IN THE
LIST ACCOMPANYING THE FORM 10-K OF THE COMPANY FOR FISCAL 1998, UPON THE
PAYMENT, IN ADVANCE, OF REASONABLE FEES RELATING TO THE COMPANY'S FURNISHING OF
SUCH EXHIBITS(S).
SHAREHOLDER PROPOSALS
Any shareholder who wishes to submit a proposal for inclusion in next year's
proxy statement must forward such proposal to the Secretary of the Company, at
the address indicated on the cover page of this proxy statement, so that the
Secretary receives it no later than January 18, 2000.
For any proposal that is not submitted for inclusion in next year's proxy
statement, but is instead sought to be presented directly at the 2000 Annual
Meeting of Shareholders, such proposal must be submitted to the Company in
accordance with the Company's By-Laws, which provide, among other things, that
it must be received by the Company not less than 70 nor more than 90 days prior
to June 15, 2000.
OTHER MATTERS
The Board of Directors knows of no matters to be presented for action at the
1999 Annual Meeting, other than those set forth in the attached Notice. However,
if any other matters should properly come before the meeting or any adjournments
thereof, the proxies solicited hereby will be voted on such matters, to the
extent permitted by the rules of the Securities and Exhange Commission, in
accordance with the judgment of the persons voting such proxies.
By Order of the Board of Directors,
KATHARINE A. WIERCINSKI
Secretary
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THE JUDGE GROUP, INC.
TWO BALA PLAZA, SUITE 405
BALA CYNWYD, PENNSYLVANIA 19004
PROXY-- Annual Meeting of Shareholders--Tuesday, June 15, 1999
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
The undersigned hereby appoints Martin E. Judge, Jr. and Richard Furlano as
proxies, with the power to appoint their substitutes, and hereby authorizes them
to represent and to vote, as designated below, all the Common Shares of The
Judge Group, Inc. held of record by the undersigned on May 14, 1999 at the
Annual Meeting of Shareholders to be held on Tuesday, June 15, 1999 or at any
adjournment thereof.
1. ELECTION OF DIRECTORS.
FOR all nominees listed below WITHHOLD AUTHORITY to vote
(except as marked to the contrary for all nominees listed below / /
below) / /
(INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE
A LINE THROUGH THE NOMINEE'S NAME IN THE LIST BELOW.)
Randolph J. Angermann, Michael A. Dunn, James C. Hahn, Martin E. Judge, Jr. and
Richard T. Furlano
2. PROPOSAL TO RATIFY THE APPOINTMENT OF RUDOLPH, PALITZ LLP AS THE INDEPENDENT
PUBLIC ACCOUNTANTS OF THE COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31, 1999.
FOR / / AGAINST / / ABSTAIN / /
(Continued, and to be signed, on Reverse Side)
<PAGE>
(Continued from other side)
3. In their discretion, the Proxies are authorized, to the extent permitted by
the rules of the Securities and Exchange Commission, to vote upon such other
business as may properly come before the meeting or any adjournment.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
IN FAVOR OF ALL NOMINEES LISTED FOR ELECTION AS DIRECTORS; FOR PROPOSAL 2; AND
IN ACCORDANCE WITH THE PROXIES' BEST JUDGMENT UPON OTHER MATTERS PROPERLY COMING
BEFORE THE MEETING AND ANY ADJOURNMENTS THEREOF.
Please sign exactly as your name appears below. When shares are held by joint
tenants, both should sign. When signing as attorney, executor, administrator,
trustee or guardian, please give full title as such. If a corporation, please
sign in full corporate name by President or other authorized officer. If a
partnership, please sign in partnership name by authorized person.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY IN THE ENCLOSED
ENVELOPE.
Date
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Signature
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Signature, if held jointly
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