<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as Permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
INKTOMI CORPORATION
(Name of Registrant as Specified In Its Charter)
N/A
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE>
INKTOMI CORPORATION
----------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MARCH 7, 2000
----------------
TO THE STOCKHOLDERS:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Inktomi
Corporation, a Delaware corporation ("Inktomi"), will be held on Wednesday,
March 7, 2000 at 9:30 a.m., local time, at the San Mateo Marriott, Room Golden
Gate A, 1770 S. Amphlett Boulevard, San Mateo, California, 94402, for the
following purposes:
1. To elect directors to serve for the ensuing year and until their
successors are elected;
2. To ratify the selection of PricewaterhouseCoopers LLP as the
independent auditors of Inktomi for the fiscal year ending September 30,
2000; and
3. To transact such other business as may properly come before the
meeting or any adjournment thereof.
The foregoing items of business are more fully described in the Proxy
Statement accompanying this Notice.
Only stockholders of record at the close of business on January 14, 2000 are
entitled to notice of and to vote at this meeting.
All stockholders are cordially invited to attend the meeting in person.
However, to assure your representation at the meeting, you are urged to sign
and return the enclosed proxy card as promptly as possible in the enclosed
self-addressed envelope. Any stockholder attending the meeting may vote in
person even if he or she returned a proxy. However, if a stockholder's shares
are held of record by a broker, bank or other nominee and the stockholder
wishes to vote at the meeting, the stockholder must obtain from the record
holder a proxy issued in his or her name.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ TIM STEVENS
Tim Stevens
Vice President of Corporate and
Legal Affairs,
General Counsel and Assistant
Secretary
Foster City, California
February 4, 2000
<PAGE>
INKTOMI CORPORATION
4100 E. Third Avenue
Foster City, California 94404
----------------
PROXY STATEMENT
2000 ANNUAL MEETING OF STOCKHOLDERS
----------------
The enclosed Proxy is solicited on behalf of the Board of Directors (the
"Board") of Inktomi Corporation, a Delaware corporation ("Inktomi"), for use
at the Annual Meeting of Stockholders (the "Annual Meeting") to be held on
Tuesday, March 7, 2000 at 9:30 a.m., local time, at the San Mateo Marriott,
Room Golden Gate A, 1770 S. Amphlett Boulevard, San Mateo, Calfornia, 94402,
or at any adjournment thereof, for the purposes set forth herein and in the
accompanying Notice of Annual Meeting of Stockholders. Inktomi's principal
executive offices are located at 4100 E. Third Avenue, Foster City,
California, 94404. Inktomi's telephone number at that location is (650) 653-
2800.
Inktomi intends to mail this proxy statement and accompanying proxy card on
or about February 4, 2000 to all stockholders entitled to vote at the meeting.
INFORMATION CONCERNING SOLICITATION AND VOTING
Record Date and Share Ownership
Stockholders of record at the close of business on January 14, 2000 (the
"Record Date") are entitled to notice of and to vote at the annual meeting. At
the Record Date, 108,346,312 shares of Inktomi's common stock ("Common Stock")
were issued and outstanding and held of record by approximately 1,269
stockholders.
Revocability of Proxies
Any proxy given pursuant to this solicitation may be revoked by the person
giving it at any time before its use by delivering to Inktomi (attention: Tim
Stevens, Vice President of Corporate and Legal Affairs, General Counsel and
Assistant Secretary) a written notice of revocation or a duly executed proxy
bearing a later date or by attending the meeting of stockholders and voting in
person.
Voting and Solicitation
Each share of Common Stock outstanding on the Record Date is entitled to one
vote. The required quorum for the transaction of business at the Annual
Meeting is a majority of the votes eligible to be cast by holders of shares of
Common Stock issued and outstanding on the Record Date. For purposes of
determining the presence of a quorum, abstentions and broker non-votes will be
counted by Inktomi as present at the meeting. Abstentions will also be counted
by Inktomi in determining the total number of votes cast with respect to a
proposal (other than the election of directors). Broker non-votes will not be
counted in determining the number of votes cast with respect to a proposal.
The cost of soliciting proxies will be borne by Inktomi. Proxies may be
solicited by certain of Inktomi's directors, officers and regular employees,
without additional compensation, in person or by telephone, email or
facsimile. In addition, Inktomi may retain the services of one or more firms
to assist in the solicitation of proxies, for an estimated fee of $5,000 plus
reimbursement of expenses. In addition, Inktomi may reimburse brokerage firms
and other persons representing beneficial owners of shares for their expenses
in forwarding solicitation materials to such beneficial owners.
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the beneficial
ownership of the Common Stock as of December 31, 1999 of (i) each person known
to Inktomi to beneficially own more than 5% of the Common Stock, (ii) each
director or director nominee of Inktomi, (iii) each executive officer of
Inktomi for whom information is given in the Summary Compensation Table in
this Proxy Statement, and (iv) all directors and executive officers of Inktomi
as a group.
<TABLE>
<CAPTION>
Common Stock
-------------------------------------
Number of Shares
Name of Beneficial Owner Beneficially Held(1) Percent of Class
------------------------ -------------------- ----------------
<S> <C> <C>
Eric A. Brewer(2)....................... 7,969,064 7.3%
Inktomi Corporation
4100 E. Third Avenue
Foster City, CA 94403
Paul Gauthier(3)........................ 6,667,514 6.1
Inktomi Corporation
4100 E. Third Avenue
Foster City, CA 94404
Frank Gill(4)........................... 193,600 *
Fredric W. Harman(5).................... 4,265,908 3.9
David C. Peterschmidt(6)................ 3,559,028 3.2
John Porter(7).......................... 326,668 *
Alan F. Shugart(8)...................... 260,000 *
Jerry M. Kennelly(9).................... 962,194 *
Dennis L. McEvoy(10).................... 893,242 *
Richard B. Pierce(11)................... 1,548,002 1.4
Vince Vannelli(12)...................... 822,128 *
All directors and executive officers as
a group (13 persons)(13)............... 27,785,802 23.9
</TABLE>
- --------
*Less than one percent of the outstanding Common Stock.
(1) This table is based on information supplied by executive officers,
directors and principal stockholders of Inktomi and on any Schedules 13D
or 13G filed with the Securities and Exchange Commission. Beneficial
ownership is determined in accordance with the rules of the Securities
and Exchange Commission. In computing the number of shares beneficially
owned by a person and the percentage ownership of that person, shares of
Common Stock subject to options or warrants held by that person that are
currently exercisable or will become exercisable within 60 days after
December 31, 1999 are deemed outstanding, while such shares are not
deemed outstanding for purposes of computing percentage ownership of any
other person. Unless otherwise indicated in the footnotes below, the
persons and entities named in the table have sole voting and investment
power with respect to all shares beneficially owned, subject to community
property laws where applicable.
(2) Includes 6,967,328 shares held by Dr. Brewer and his wife. Also includes
Dr. Brewer's pro rata interest in a warrant held by Inktomi LLC, which
pro rata interest equals 701,736 shares. All such shares and warrants are
fully vested and are not subject to repurchase by Inktomi. Also includes
options held by Dr. Brewer to purchase 300,000 shares of Common Stock.
The options are fully exercisable although as of December 31, 1999,
284,000 shares issuable upon exercise of the options were subject to a
right of repurchase at cost in the event Dr. Brewer ceases to be an
employee of Inktomi.
(3) Includes 5,615,778 shares held by Mr. Gauthier. Also includes Mr.
Gauthier's pro rata interest in a warrant held by Inktomi LLC, which pro
rata interest equals 701,736 shares. All such shares and warrants are
fully vested and are not subject to repurchase by Inktomi. Also includes
options held by Mr. Gauthier to purchase 350,000 shares of Common Stock.
The options are fully exercisable although as of December 31, 1999,
326,000 shares issuable upon exercise of the options were subject to a
right of repurchase at cost in the event Mr. Gauthier ceases to be an
employee of Inktomi.
2
<PAGE>
(4) Consists of an option held by Mr. Gill to purchase 193,600 shares of
Common Stock. The option is fully exercisable although as of December 31,
1999, 130,811 shares were subject to a right of repurchase at cost in the
event Mr. Gill ceases to be a director of Inktomi.
(5) Includes 4,128,304 shares held by Oak Investment Partners VII, Limited
Partnership, and 77,604 shares held by Oak VII Affiliates Fund, Limited
Partnership. Mr. Harman is a Managing Partner of the general partners of
the Oak Partners entities and is a director of Inktomi. He disclaims
beneficial ownership of the shares held by the Oak Partners entities
except to the extent of his proportionate partnership interest therein.
Also includes an option held by Mr. Harman to purchase 60,000 shares of
Common Stock. The option is fully exercisable although as of December 31,
1999, 42,000 shares were subject to a right of repurchase at cost in the
event Mr. Harman ceases to be a director of Inktomi.
(6) Includes 158,228 shares held by David C. Peterschmidt and Roxanne N.
Peterschmidt, Trustees of the Peterschmidt Family Trust U/D/T Dtd
12/30/91, and 100,000 shares held by Mr. Peterschmidt. Also includes
2,500,800 shares issuable upon exercise of stock options that are fully
vested. Also includes options held by Mr. Peterschmidt to purchase
800,000 shares of Common Stock. The options are fully exercisable
although as of December 31, 1999, 736,000 shares issuable upon exercise
of the options were subject to a right of repurchase at cost in the event
Mr. Peterschmidt ceases to be an employee of Inktomi.
(7) Includes 266,668 shares held by Integra Holdings, L.P. All of such shares
are fully vested and not subject to repurchase by Inktomi. Also includes
an option issued to Mr. Porter to purchase 60,000 shares of Common Stock.
The option is fully exercisable although as of December 31, 1999, 42,000
shares issuable upon exercise of the option were subject to a right of
repurchase at cost in the event Mr. Porter ceases to be a director of
Inktomi.
(8) Includes options held by Mr. Shugart to purchase 260,000 shares of Common
Stock. The options are fully exercisable although as of December 31,
1999, 92,000 of the shares issuable upon exercise of the options were
subject to a right of repurchase by Inktomi at cost in the event Mr.
Shugart ceases to be a director of Inktomi.
(9) Includes 16,668 shares held by Jerry Kennelly, as trustee for Christopher
Kennelly; 16,668 shares held by Jerry Kennelly, as trustee for Michael
Kennelly; and 618,858 shares held by Mr. Kennelly. As of December 31,
1999, 234,665 of the shares held by Mr. Kennelly were subject to a right
of repurchase by Inktomi at cost in the event Mr. Kennelly ceases to be
an employee of Inktomi. The right of repurchase lapses as to all shares
in the event of an acquisition of Inktomi. Also includes options held by
Mr. Kennelly to purchase 310,000 shares of Common Stock. The options are
fully exercisable although as of December 31, 1999, 286,000 shares
issuable upon exercise of the options were subject to a right of
repurchase at cost in the event Mr. Kennelly ceases to be an employee of
Inktomi.
(10) Includes 583,242 shares held by Mr. McEvoy and his wife. At December 31,
1999, 286,316 of the shares held by Mr. McEvoy and his wife were subject
to a right of repurchase by Inktomi at cost in the event Mr. McEvoy
ceases to be an employee of Inktomi. The right of repurchase lapses as to
all shares in the event of an acquisition of Inktomi. Also includes
options held by Mr. McEvoy to purchase 310,000 shares of Common Stock.
The options are fully exercisable although as of December 31, 1999,
286,000 shares issuable upon exercise of the options were subject to a
right of repurchase at cost in the event Mr. McEvoy ceases to be an
employee of Inktomi.
(11) Includes 1,172,002 shares held by certain family trusts and partnerships
controlled by Mr. Pierce and/or his wife, including trusts for his minor
children. As of December 31, 1999, 173,333 of the shares held by the
Pierce entities were subject to a right of repurchase by Inktomi at cost
in the event Mr. Pierce ceases to be an employee of Inktomi and 200,000
shares were subject to delivery in connection with forward sales
consummated by Mr. Pierce. Also includes options held by Mr. Pierce to
purchase 376,000 shares of Common Stock. The options are fully
exercisable although as of December 31, 1999, 368,000 shares issuable
upon exercise of the options were subject to a right of repurchase at
cost in the event Mr. Pierce ceases to be an employee of Inktomi.
3
<PAGE>
(12) Includes 472,128 shares held by Mr. Vannelli. As of December 31, 1999,
432,000 of the shares held by Mr. Vannelli were subject to a right of
repurchase by Inktomi at cost in the event Mr. Vannelli ceases to be an
employee of Inktomi. Also includes options held by Mr. Vannelli to
purchase 350,000 shares of Common Stock. The options are fully
exercisable although as of December 31, 1999, 326,000 shares issuable
upon exercise of the options were subject to a right of repurchase at
cost in the event Mr. Vannelli ceases to be an employee of Inktomi.
(13) Includes 1,403,472 shares issuable upon exercise of warrants and options
to purchase 6,460,400 shares, which warrants and options are fully
exercisable as of December 31, 1999.
PROPOSAL NO. 1:
ELECTION OF DIRECTORS
General
The Bylaws of Inktomi provide that the authorized number of directors shall
be fixed by resolution of the Board of Directors. The authorized number of
directors is currently fixed at six. Unless otherwise instructed, the proxy
holders will vote the proxies received by them for the nominees named below,
all of whom are presently directors of Inktomi. If any nominee is unable or
declines to serve as a director at the time of the Annual Meeting, the proxies
will be voted for any nominee designated by the present Board of Directors to
fill the vacancy. It is not expected that any nominee will be unable or will
decline to serve as a director. If stockholders properly nominate persons
other than Inktomi's nominees for election as directors, the proxy holders
will vote all proxies received by them to assure the election of as many of
Inktomi's nominees as possible, with the proxy holder making any required
selection of specific nominees to be voted for. The term of office of each
person elected as a director will continue until the next annual meeting of
stockholders or until his earlier death, resignation or removal. There is no
family relationship between any director and any other director or executive
officer of Inktomi.
Certain information regarding the nominees is set forth below:
<TABLE>
<CAPTION>
Director
Name of Nominee Age Principal Occupation Since
--------------- --- -------------------- --------
<S> <C> <C> <C>
Chairman of the Board, President and Chief Executive
David C. Peterschmidt... 52 Officer of Inktomi 1996
Professor in the Computer Sciences Division
Dr. Eric A. Brewer...... 33 at U.C. Berkeley, and Chief Scientist of Inktomi 1996
Frank Gill.............. 56 Retired Executive Vice President of Intel Corporation 1998
Fredric W. Harman....... 39 General Partner of Oak Investment Partners 1997
John A. Porter.......... 55 Consultant 1997
Alan F. Shugart......... 69 Chief Executive Officer of Al Shugart International 1997
</TABLE>
David C. Peterschmidt has served as President, Chief Executive Officer and a
director of Inktomi since July 1996. He was appointed Chairman of the Board in
December 1997. From 1991 until joining Inktomi, he served as Chief Operating
Officer and Executive Vice President of Sybase, Inc., a database company. From
1988 to 1991, Mr. Peterschmidt was a consultant with The Kappa Group, a
management consulting firm, where he provided senior level sales and marketing
training to a variety of companies. He currently serves as a director of
Portal Software, Inc. and one other privately held company. Mr. Peterschmidt
holds a Bachelor of Arts degree in Political Science from the University of
Missouri and a Masters of Business Administration from Chapman College.
Dr. Eric A. Brewer has served as a director of Inktomi since its inception
in February 1996. From February 1996 to December 1997, Dr. Brewer was Chief
Technology Officer of Inktomi and was appointed Chief Scientist in December
1997. From May 1996 to July 1996, he served as interim President and Chief
Executive Officer of
4
<PAGE>
Inktomi. Dr. Brewer has been a professor in the Computer Science Division at
the University of California, Berkeley since July 1994. Dr. Brewer served as a
research assistant at the Massachusetts Institute of Technology from September
1989 to August 1994. Dr. Brewer holds a Bachelor of Science degree in Computer
Science from the University of California, Berkeley and a doctorate degree in
Computer Science from the Massachusetts Institute of Technology.
Frank Gill joined Inktomi as a director in December 1998. Mr. Gill is a 23-
year veteran of Intel Corporation where he held a variety of positions in
sales and marketing, product development, and manufacturing operations. At the
time of his retirement in June 1998, he was Executive Vice President of Intel.
In addition to serving as a director of Inktomi, Mr. Gill is a director of
McAfee.com Corp, Tektronix, Inc., Telecom Semiconductor, Inc. and other
privately held companies. Mr. Gill holds a Bachelor of Science degree in
Electrical Engineering from the University of California at Davis.
Fredric W. Harman joined Inktomi as a director in April 1997. Since July
1994, Mr. Harman has served as a Managing Member of the General Partners of
venture capital funds affiliated with Oak Investment Partners. From April 1991
to June 1994, he served as a General Partner of Morgan Stanley Venture
Capital, L.P. Mr. Harman is a director of ILOG, S.A., InterNAP Network
Services Corporation, Primus Knowledge Solutions, Quintus Corporation, and
several privately held companies. Mr. Harman holds Bachelor of Science and
Masters degrees in Electrical Engineering from Stanford University and a
Masters of Business Administration from Harvard University.
John A. Porter joined Inktomi as a director in March 1997. Mr. Porter is
currently actively involved in a variety of private investment and business
ventures. He is a director of MCI WorldCom Inc., a full-service
telecommunications provider and, through its wholly owned subsidiary UUNet,
Inc., the largest Internet service provider in the United States. Mr. Porter
previously served on the Board of Directors of WorldCom from 1989 until its
merger with MCI, serving as Chairman of the Board from 1989 to 1993 and as
Vice Chairman from 1993 to 1996. Mr. Porter also serves as Chairman of the
Board of TelTek, Incorporated and a director of Uniroyal Technologies, Inc.
Alan F. Shugart joined Inktomi as a director in December 1997. Mr. Shugart
has been President, Chairman and Chief Executive Officer of Al Shugart
International since September 1998. From 1979 to 1998, Mr. Shugart was Chief
Executive Officer of Seagate Technology, Inc., a manufacturer of hard disk
drives and related components. From 1979 until September 1991 and from October
1992 to September 1998, Mr. Shugart also served as Chairman of the Board of
Seagate. He held the position of President of Seagate from September 1991
until September 1997 and Chief Operating Officer of Seagate from September
1991 until March 1995. Mr. Shugart is currently a Director of Valence
Technology, Inc., SanDisk Corporation and Cypress Semiconductor Corp.
Board Meetings and Committees
The Board of Directors held five regular meetings and six special meetings
during the fiscal year ended September 30, 1999, and acted 13 times by
unanimous written consent. The Board of Directors has an Audit Committee, a
Compensation Committee and a Nominating Committee. From time to time, the
Board has created various ad hoc committees for special purposes. No such
committee is currently functioning.
The Audit Committee currently consists of directors Harman, Porter and
Shugart. The Audit Committee held four meetings during the last fiscal year.
The Audit Committee reviews the internal accounting procedures of Inktomi and
consults with and reviews the services provided by Inktomi's independent
accountants.
The Compensation Committee currently consists of directors Gill, Harman and
Porter. The Compensation Committee held one meeting during the last fiscal
year. The Compensation Committee reviews and recommends to the Board of
Directors the compensation and benefits of all officers of Inktomi and
establishes and reviews general policies relating to compensation and benefits
of employees of Inktomi.
5
<PAGE>
The Nominating Committee currently consists of directors Harman,
Peterschmidt and Porter. The Nominating Committee did not meet as a formal
committee during the last fiscal year. The Nominating Committee is responsible
for establishing general qualification guidelines applicable to nominees to
the Board of Directors, and for identifying, interviewing and recommending
persons meeting such guidelines to serve as members of the Board of Directors.
The Nominating Committee will consider nominees proposed by the stockholders.
Any stockholder who wishes to recommend a prospective nominee for the Board of
Directors for the Nominating Committee's consideration may do so by giving the
candidate's name and qualifications in writing to the Secretary of Inktomi,
M/S FC 2-6, 4100 E. Third Avenue, Foster City, California, 94404.
During fiscal 1999, each director attended 75% or more of the meetings of
the Board of Directors and of the committees of the Board on which the
director served during the period for which he was director or committee
member, respectively.
Director Compensation
Directors do not currently receive any cash compensation from Inktomi for
their service as members of the Board of Directors, although they are
reimbursed for expenses in connection with attendance at Board and Committee
meetings. Under Inktomi's 1998 Stock Plan, nonemployee directors are eligible
to receive stock option grants at the discretion of the Board of Directors or
other administrator of the plan. In October 1998, the Board of Directors
granted options to purchase 60,000 shares of Common Stock at $15.50 per share
to each of Fredric W. Harman, John A. Porter and Alan F. Shugart in connection
with their continued service as members of the Board of Directors. The shares
under these options vest on a monthly basis over 50 months, subject to
continued service as a member of the Board of Directors. In December 1998, the
Board of Directors granted an option to purchase 193,600 shares of Common
Stock at $27.44 per share to Frank Gill in connection with his appointment as
a member of the Board of Directors. The shares under the option vest on a
monthly basis over 36 months, subject to continued service as a member of the
Board of Directors. No other options were granted to directors during fiscal
1999.
Vote Required
Directors are elected by a plurality of the votes present in person or
represented by proxy and entitled to vote.
Recommendation of the Board
The Board of Directors recommends that the stockholders vote "FOR" election
of each of the nominees listed above.
PROPOSAL NO. 2:
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
General
The Board of Directors has selected the firm of PricewaterhouseCoopers LLP
as Inktomi's independent auditors to audit the financial statements of Inktomi
for the fiscal year ending September 30, 2000, and recommends that
stockholders vote for ratification of this appointment. PricewaterhouseCoopers
LLP has audited Inktomi's financial statements since inception in 1996.
Representatives of PricewaterhouseCoopers LLP are expected to be present at
the meeting and will have the opportunity to make a statement if they desire
to do so, and are expected to be available to respond to appropriate
questions.
Stockholder ratification of the selection of PricewaterhouseCoopers LLP as
Inktomi's independent auditors is not required by Inktomi's Bylaws or
otherwise. However, the Board is submitting the selection of
6
<PAGE>
PricewaterhouseCoopers LLP to the stockholders for ratification as a matter of
good corporate practice. If the stockholders fail to ratify the selection, the
Audit Committee and the Board will reconsider whether or not to retain that
firm. Even if the selection is ratified, the Board in its discretion may
direct the appointment of different independent auditors at any time during
the year if it determines that such change would be in the best interests of
Inktomi and its stockholders.
Vote Required
The affirmative vote of the holders of a majority of the shares present in
person or represented by proxy and voting at the Annual Meeting will be
required to ratify the selection of PricewaterhouseCoopers LLP.
Recommendation of the Board
The Board of Directors recommends that the stockholders vote "FOR" the
ratification of the appointment of PricewaterhouseCoopers LLP as Inktomi's
independent auditors for the fiscal year ending September 30, 2000.
7
<PAGE>
MANAGEMENT
Executive Officers
The following table sets forth certain information with respect to the
executive officers of Inktomi:
<TABLE>
<CAPTION>
Name Age Position
---- --- --------
<C> <C> <S>
David C. Peterschmidt.. 52 Chairman of the Board, President and Chief
Executive Officer
Kirk D. Bowman......... 34 Vice President and General Manager of World Wide
Field Operations
Timothy J. Burch....... 48 Vice President of Human Resources
Dr. Eric A. Brewer..... 33 Chief Scientist
Paul Gauthier.......... 27 Chief Technology Officer
Jerry M. Kennelly...... 49 Senior Vice President, Chief Financial Officer
and Secretary
Dennis L. McEvoy....... 52 Senior Vice President
Richard B. Pierce...... 41 Senior Vice President and Chief Operating
Officer
Timothy Stevens........ 33 Vice President of Corporate and Legal Affairs,
General Counsel and Assistant Secretary
</TABLE>
For biographical summaries of David C. Peterschmidt and Dr. Eric A. Brewer,
see "Election of Directors."
Kirk D. Bowman joined Inktomi in November 1999 and was appointed Vice
President of World Wide Field Operations in January 2000. From 1997 until
joining Inktomi, he served as Division General Manager and Senior Vice
President Worldwide Sales of Object Design, Inc., a database company. From
1990 to 1997, Mr. Bowman served as Sr. Vice President Business Development,
Vice President European Operations, Vice President Asia Pacific Operations as
well as other North American field management positions for Parametric
Technology Corporation, an enterprise software company. Mr. Bowman holds a
Bachelor of Science degree in Mechanical Engineering from Northwestern
University.
Timothy J. Burch joined Inktomi in December 1999 and was appointed Vice
President of Human Resources in January 2000. From 1996 until joining Inktomi,
he was Vice President of Human Resources at Raychem Corporation. From 1973
until 1996, Mr. Burch served in a number of human resources roles at General
Electric Co., serving most recently as Manager of Human Resources, Asia. Mr.
Burch holds a Bachelor of Arts degree in Sociology from Layfayette College.
Paul Gauthier served as Vice President of Research and Development of
Inktomi from February 1996 until his appointment as Chief Technology Officer
in December 1997. From May 1995 to August 1995, Mr. Gauthier served as an
intern at Digital Equipment Corporation's Systems Research Center. Mr.
Gauthier served as a programmer analyst for Seimac Limited from May 1994 to
July 1994. Mr. Gauthier holds a Bachelor of Science degree, with honors, in
Computer Science from Dallhousie University.
Jerry M. Kennelly joined Inktomi as Vice President of Finance and Chief
Financial Officer in October 1996. He was appointed Senior Vice President in
December 1999. From June 1990 until joining Inktomi, Mr. Kennelly worked for
Sybase, Inc. in a number of senior financial positions. Most recently, he
served as Vice President of Corporate Finance. Mr. Kennelly holds a Bachelor
of Arts degree in Political Economy from Williams College and a Masters degree
in Accounting from the New York University Graduate School of Business
Administration. He is also a Certified Public Accountant.
Dennis L. McEvoy joined Inktomi as a consultant in March 1997 and as Vice
President of Development and Support in June 1997. He was appointed Senior
Vice President in December 1999. From October 1996 to February 1997, Mr.
McEvoy served as Executive Vice President of Products and Services at Verity,
Inc., a provider of information search, retrieval and push software for
corporate intranets and the Internet. From October 1994 to September 1996, he
served in several executive management positions at Sybase, Inc., most
recently as President, Enterprise Business Group. Mr. McEvoy holds a Bachelor
of Science degree in Mathematics from Carnegie-Mellon University.
8
<PAGE>
Richard B. Pierce joined Inktomi as its Vice President of Marketing in
November 1996. He was appointed Senior Vice President and Chief Operating
Officer in December 1999. From December 1981 until joining Inktomi, Mr. Pierce
worked at Intel Corporation where he held a variety of marketing, strategic
planning and operations management positions. Most recently, he was marketing
director of Intel's mobile and handheld products group. Mr. Pierce holds a
Bachelor of Science degree in Electrical Engineering from Purdue University.
Timothy Stevens joined Inktomi as its Vice President of Corporate and Legal
Affairs and General Counsel in July 1997. Prior to joining Inktomi, Mr.
Stevens was an attorney with Wilson Sonsini Goodrich & Rosati, where he served
as primary outside counsel for more than thirty private and public companies,
specifically in the areas of venture capital and corporate financing, public
offerings, mergers and acquisitions, and securities and intellectual property
law. Mr. Stevens holds Bachelor of Science degrees in Finance and Management
from the University of Oregon and a Juris Doctor degree from the University of
California, Davis.
Summary Compensation Table
The following table sets forth the compensation earned for services rendered
to Inktomi in all capacities for the fiscal years ended September 30, 1999,
1998 and 1997 by Inktomi's Chief Executive Officer and its four next most
highly compensated executive officers who earned more than $100,000 during the
fiscal year ended September 30, 1999 (collectively, the "Named Executive
Officers"):
<TABLE>
<CAPTION>
Long-Term
Compensation
Awards
------------
Annual Compensation Securities
------------------- Underlying
Name and Principal Position Year Salary Bonus Options
--------------------------- ---- ------------------- ------------
<S> <C> <C> <C> <C>
David C. Peterschmidt............. 1999 $ 250,000 $ 258,963 400,000
Chairman of the Board, President 1998 150,000 125,000 400,000
and Chief
Executive Officer 1997 150,000 280,000(1) --
Jerry M. Kennelly(2).............. 1999 220,000 88,751 150,000
Senior Vice President, Chief 1998 200,000 73,105 160,000
Financial Officer
and Secretary 1997 184,102 37,045 800,004(3)
Dennis L. McEvoy(4)............... 1999 220,000 85,668 150,000
Senior Vice President 1998 200,000 61,507 160,000
1997 66,667 92,210 1,075,204
Richard B. Pierce(5).............. 1999 210,000 125,616 200,000
Senior Vice President and Chief 1998 185,000 67,9163 200,000
Operating
Officer 1997 150,016 33,776 933,336(3)
Vince Vannelli(6)................. 1999 230,000 157,410 150,000
Senior Vice President and General 1998 150,000 192,065 1,000,000
Manager,
Network Products Division 1997 -- -- --
</TABLE>
- --------
(1) Bonus earned and accrued during the 1997 fiscal year and paid over the
1998 fiscal year.
(2) Mr. Kennelly joined Inktomi in October 1996.
(3) Shares subject to options granted under Inktomi's 1996 Equity Incentive
Plan. Excludes 533,336 shares and 933,336 shares issuable upon exercise of
options granted during the 1997 fiscal year under the 1996 Equity
Incentive Plan to Mr. Kennelly and Mr. Pierce, respectively. Such options
were cancelled during the fiscal year.
(4) Mr. McEvoy joined Inktomi in June 1997.
(5)Mr. Pierce joined Inktomi in November 1996.
(6) Mr. Vannelli joined Inktomi in January 1998. Mr. Vannelli was serving as
Vice President of World Wide Field Operations at the end of the last
fiscal year, an executive officer position. Mr. Vannelli took the position
of Senior Vice President and General Manager, Network Products Unit, in
January 2000. This is not currently an executive officer position.
9
<PAGE>
Option Grants in Last Fiscal Year
The following table sets forth certain information with respect to stock
options granted to each of the Named Executive Officers during the fiscal year
ended September 30, 1999. In accordance with the rules of the Securities and
Exchange Commission, also shown below is the potential realizable value over
the term of the option (the period from the grant date to the expiration date)
based on assumed rates of stock appreciation of 5% and 10%, compounded
annually. These amounts are based on certain assumed rates of appreciation and
do not represent Inktomi's estimate of future stock price. Actual gains, if
any, on stock option exercises will be dependent on the future performance of
the Common Stock.
<TABLE>
<CAPTION>
Potential Realizable
Value at Assumed Annual
Rates of Stock Price
Appreciation for
Individual Grants Option Term(3)
----------------------- -----------------------
Number of Percent of
Securities Total Options
Underlying Granted to
Options Employees in Exercise Expiration
Name Granted Fiscal Year(1) Price(2) Date 5% 10%
---- ---------- -------------- -------- ---------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
David C. Peterschmidt... 400,000(4) 5.7% $42.38 06/15/09 $10,661,014 $27,017,116
Jerry M. Kennelly....... 150,000(4) 2.1 42.38 06/15/09 3,997,880 10,131,418
Dennis L. McEvoy........ 150,000(4) 2.1 42.38 06/15/09 3,997,880 10,131,418
Richard B. Pierce....... 200,000(4) 2.9 42.38 06/15/09 5,330,507 13,508,558
Vince Vannelli.......... 150,000(4) 2.1 42.38 06/15/09 3,997,880 10,131,418
</TABLE>
- --------
(1) Based on an aggregate of 6,980,346 options granted by Inktomi during the
fiscal year ended September 30, 1999 to employees of and consultants to
Inktomi, including the Named Executive Officers. Excludes options granted
by Impulse! Buy Network during the fiscal year that were assumed by
Inktomi in connection with its acquisition of Impulse! Buy Network.
(2) The exercise price per share of each option was equal to the closing price
of Inktomi's Common Stock on the day immediately preceding the date of
grant by the Board of Directors.
(3) The potential realizable value is calculated based on the term of the
option at its time of grant (ten years). It is calculated assuming that
the fair market value of the Common Stock on the date of grant appreciates
at the indicated annual rate compounded annually for the entire term of
the option and that the option is exercised and sold on the last day of
its term for the appreciated stock price.
(4) Option was granted under Inktomi's 1998 Stock Plan. All shares under the
option are immediately exercisable; however, as a condition of exercise,
the optionee must enter into a stock restriction agreement giving Inktomi
the right in the event of any termination of employment to repurchase all
then unvested shares at cost. The shares vest over 50 months beginning
April 1999.
Option Exercises in Last Fiscal Year and Fiscal Year-End Option Values
The following table sets forth information with respect to the Named
Executive Officers concerning option exercises for the fiscal year ended
September 30, 1999 and exercisable and unexercisable options held as of
September 30, 1999:
<TABLE>
<CAPTION>
Number of Securities
Underlying Unexercised Value of Unexercised
Options/SARs at In-the-Money Options/SARs
Shares September 30, 1999 at September 30, 1999(2)
Acquired Value --------------------------- --------------------------
Name on Exercise Realized(1) Exercisable Unexercisable Exercisable Unexercisable
- ---- ----------- ----------- ----------- ------------- ------------ -------------
<S> <C> <C> <C> <C> <C> <C>
David C. Peterschmidt... 100,000 $5,991,000 3,300,800(3) -- $175,986,928 --
Jerry M. Kennelly....... -- -- 310,000(4) -- 10,289,200 --
Dennis L. McEvoy........ -- -- 310,000(5) -- 10,289,200 --
Richard B. Pierce....... -- -- 400,000(6) -- 13,082,000 --
Vince Vannelli.......... -- -- 350,000(7) -- 12,200,000 --
</TABLE>
10
<PAGE>
- --------
(1) Based on a value of $60.02 per share, the closing price of Inktomi's stock
on the Nasdaq National Market on September 30, 1999, minus the per share
exercise price, multiplied by the number of shares issued upon exercise of
the option.
(2) Based on a value of $60.02 per share, the closing price of Inktomi's stock
on the Nasdaq National Market on September 30, 1999, minus the per share
exercise price, multiplied by the number of shares underlying the option.
(3) Includes two options to purchase 400,000 shares of Common Stock each. All
shares under the options are immediately exercisable; however, as a
condition of exercise, the optionee must enter into a stock restriction
agreement giving Inktomi the right in the event of any termination of
employment to repurchase all then unvested shares at cost. For the first
option, 2% of the shares become vested on September 30, 2001, and an
additional 2% of the shares become vested monthly thereafter. For the
second option, 2% of the shares become vested on April 30, 1999, and an
additional 2% of the shares become vested monthly thereafter.
(4) Includes an option to purchase 160,000 shares of Common Stock and a second
option to purchase 150,000 shares of Common Stock. All shares under the
options are immediately exercisable; however, as a condition of exercise,
the optionee must enter into a stock restriction agreement giving Inktomi
the right in the event of any termination of employment to repurchase all
then unvested shares at cost. For the first option, 2% of the shares
become vested on September 30, 2001, and an additional 2% of the shares
become vested monthly thereafter. For the second option, 2% of the shares
become vested on April 30, 1999 and an additional 2% of the shares become
vested monthly thereafter.
(5) Includes an option to purchase 160,000 shares of Common Stock and a second
option to purchase 150,000 shares of Common Stock. All shares under the
options are immediately exercisable; however, as a condition of exercise,
the optionee must enter into a stock restriction agreement giving Inktomi
the right in the event of any termination of employment to repurchase all
then unvested shares at cost. For the first option, 2% of the shares
become vested on September 30, 2001, and an additional 2% of the shares
become vested monthly thereafter. For the second option, 2% of the shares
become vested on April 30, 1999 and an additional 2% of the shares become
vested monthly thereafter.
(6) Includes two options to purchase 200,000 shares of Common Stock each. All
shares under the options are immediately exercisable; however, as a
condition of exercise, the optionee must enter into a stock restriction
agreement giving Inktomi the right in the event of any termination of
employment to repurchase all then unvested shares at cost. For the first
option, 2% of the shares become vested on September 30, 2001, and an
additional 2% of the shares become vested monthly thereafter. For the
second option, 2% of the shares become vested on April 30, 1999 and an
additional 2% of the shares become vested monthly thereafter.
(7) Includes an option to purchase 200,000 shares of Common Stock and a second
option to purchase 150,000 shares of Common Stock. All shares under the
options are immediately exercisable; however, as a condition of exercise,
the optionee must enter into a stock restriction agreement giving Inktomi
the right in the event of any termination of employment to repurchase all
then unvested shares at cost. For the first option, 2% of the shares
become vested on September 30, 2001, and an additional 2% of the shares
become vested monthly thereafter. For the second option, 2% of the shares
become vested on April 30, 1999 and an additional 2% of the shares become
vested monthly thereafter.
Employment Agreement
Inktomi has an employment agreement with David C. Peterschmidt, its
President and Chief Executive Officer. The agreement provides for an initial
annual salary of $150,000. The agreement is for no specified length of term,
and either party has the right to terminate the agreement at any time with or
without cause. The agreement does not provide for any mandatory severance,
although Inktomi has the right to continue to pay Mr. Peterschmidt his then
current salary for up to 12 months following termination of employment, in
which case Mr. Peterschmidt may not compete against Inktomi for such time
period.
11
<PAGE>
COMPENSATION COMMITTEE REPORT
The Compensation Committee (the "Committee") of the Board of Directors
currently consists of Frank Gill, Fredric W. Harman and John A. Porter, all of
whom are outside directors of Inktomi. The Committee reviews and recommends to
the Board of Directors the compensation and benefits of all officers of
Inktomi and establishes and reviews general policies relating to compensation
and benefits of employees of Inktomi. The following is the report of the
Committee describing compensation policies and rationale applicable to
Inktomi's executive officers with respect to the compensation paid to such
executive officers for the fiscal year ended September 30, 1999. The
information contained in this report, as well as the information contained in
the stock price performance graph which follows, shall not be deemed to be
"soliciting material" or to be "filed" with the Securities and Exchange
Commission, nor shall such information be incorporated by reference into any
future filing under the Securities Act of 1933, as amended, or the 1934
Securities Exchange Act, as amended, except to the extent that Inktomi
specifically incorporates such information by reference in such filing.
Compensation Philosophy and Review
Inktomi's executive compensation program is generally designed to align the
interests of executives with the interests of stockholders and to reward
executives for achieving corporate and individual objectives. The executive
compensation program is also designed to attract and retain the services of
qualified executives in the highly competitive Internet and computer
networking marketplaces. Executive compensation currently consists of a base
salary, quarterly incentive plan, long-term equity incentives, and other
compensation and benefit programs generally available to other employees.
The Committee has considered the potential impact of Section 162(m) of the
Internal Revenue Code on the compensation paid to Inktomi's executive
officers. Section 162(m) disallows a tax deduction for any publicly-held
corporation for individual compensation exceeding $1.0 million in any taxable
year for any of the executive officers, unless compensation is performance-
based. In general, it is the Committee's policy to qualify, to the maximum
extent possible, its executives' compensation for deductibility under
applicable tax laws.
Base Salaries
Base salary levels for the Chief Executive Officer (the "CEO") and other
executive officers are intended to compensate executives competitively within
the high-technology marketplace. Base salaries are determined on an individual
basis by evaluating each executive's scope of responsibility, past
performance, prior experience and data on prevailing compensation levels in
relevant markets for executive talent. Regarding the latter measure, certain
companies included in the peer group index of the stock performance graph are
also included in surveys reviewed by the Committee in determining salary
levels for the CEO and other executive officers of Inktomi. Base salaries for
executives are reviewed annually by the Committee.
Quarterly Incentive Plan
Inktomi provides quarterly incentive bonuses for its executive officers as
well as other key management employees. The quarterly incentive plan is
intended to provide a direct link between management compensation and the
achievement of corporate and individual objectives. The level of bonus is
based as a percentage of the base salary for the manager for the year. At the
beginning of each quarter, Inktomi sets certain corporate objectives
(including financial performance goals) and each individual manager sets his
or her own personal objectives to support the achievement of the corporate
objectives. At the end of the quarter, performance is assessed and the level
of bonus payable, if any, is determined. Achievement of corporate objectives
is given more weight than achievement of individual objectives for purposes of
determining the quarterly bonus.
Long-Term Equity Incentives
Inktomi provides long-term equity incentives to its executive officers and
to all other employees through the grant of stock options under its stock
option plans. The purpose of granting stock options is to create a direct
12
<PAGE>
link between compensation and the long-term performance of Inktomi. Stock
options are generally granted at an exercise price equal to 100% of the fair
market on the date of grant, have a ten year term and generally vest in
installments over 50 months. Because the receipt of value by an executive
officer under a stock option is dependent upon an increase in the price of
Inktomi's Common Stock, this portion of the executives' compensation is
directly aligned with an increase in stockholder value. The primary stock
options granted to executive officers are generally in conjunction with the
executive officer's acceptance of employment with Inktomi. When determining
the number of stock options to be awarded to an executive officer, the
Committee considers the executive's current contribution to Inktomi's
performance, the executive officer's anticipated contribution in meeting
Inktomi's long-term strategic performance goals, and comparisons to formal and
informal surveys of executive stock option grants made by other Internet and
computer networking companies. The Committee also reviews stock option levels
for executive officers at the beginning of each fiscal year in light of long-
term strategic and performance objectives and each executive's current and
anticipated contributions to Inktomi's future performance. Reflecting the
increasing scope of Inktomi's business, the Committee recommended (and the
full Board of Directors granted) stock option grants in June 1999 for the CEO
of 400,000 shares and for the other Named Executive Officers of an aggregate
of 650,000 shares. These options vest monthly over 50 months beginning as of
April 1, 1999.
Other Compensation
Inktomi's executive officers are also eligible to participate in
compensation and benefit programs generally available to other employees,
including Inktomi's Employee Stock Purchase Plan. In addition, from time to
time, executive officers have received sign-on bonuses or other bonuses based
on extraordinary effort.
CEO Compensation
David C. Peterschmidt is President, CEO and Chairman of the Board of
Directors. The Committee reviews Mr. Peterschmidt's compensation annually
using the same criteria and policies as are employed for other executive
officers. Mr. Peterschmidt's compensation was initially determined in part by
the terms of an employment agreement entered into upon his acceptance of
employment with Inktomi in July 1996. See "Management--Employment Agreement"
above. However, the Committee retains the discretion to increase Mr.
Peterschmidt's compensation to levels above those provided in the employment
agreement. Mr. Peterschmidt received his first increase in base salary since
joining Inktomi, from $150,000 during fiscal 1998 to $250,000 for fiscal 1999.
The Committee based its decision to increase Mr. Peterschmidt's base salary on
a variety of factors, including his leadership skills, the increasing scope
and responsibility of the CEO office and comparisons of CEO compensation
levels for companies of similar size and maturity. The Committee also focused
on the performance of Inktomi during the 1998 fiscal year in setting
compensation for the 1999 fiscal year, noting that Inktomi successfully
launched its Traffic Server business, scaled up operations in its Search
business, completed an initial public offering and consummated an acquisition
of C2B Technologies to accelerate its launch into the online Shopping
business. Mr. Peterschmidt received bonuses under the quarterly incentive plan
equal to 104% of his base salary for fiscal 1999, or $258,963, in recognition
of his significant contributions in leading the company to the achievements
noted above during the prior fiscal year. In addition, he received a stock
option grant under in fiscal 1999 as described above.
SUBMITTED BY THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS:
Frank Gill
Fredric W. Harman
John A. Porter
13
<PAGE>
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Messrs. Gill, Harman and Porter served as members of the Compensation
Committee of the Board of Directors of Inktomi during fiscal 1999. None of
these individuals was an officer or employee of Inktomi or of any of its
subsidiaries during fiscal 1999. Mr. Peterschmidt participates in the
discussions and decisions regarding salaries and incentive compensation for
all executive officers of Inktomi, except that Mr. Peterschmidt is excluded
from discussions regarding his own salary and incentive compensation.
In October 1998, the Board of Directors granted options to purchase 60,000
shares of Common Stock at $15.50 per share to each of Fredric W. Harman, John
A. Porter and Alan F. Shugart in connection with their continued service as
members of the Board of Directors. The shares under these options vest on a
monthly basis over 50 months, subject to continued service as a member of the
Board of Directors.
In December 1998, the Board of Directors granted an option to purchase
193,600 shares of Common Stock at $27.44 per share to Frank Gill in connection
with his appointment as a member of the Board of Directors. The shares under
the option vest on a monthly basis over 36 months, subject to continued
service as a member of the Board of Directors.
In August 1999, Inktomi, certain venture capital funds affiliated with Oak
Investment Partners and Mr. Peterschmidt made investments in Campus Pipeline,
a privately held provider of online services that connects students, faculty,
staff, administrators, prospective students and alumni with their campus
community, academic resources and administrative services. Inktomi invested
$100,000 and purchased 16,461 shares of Series A Preferred Stock, the Oak
Investments venture capital funds invested $9.2 million and purchased
1,514,407 shares of Series A Preferred Stock, and Mr. Peterschmidt invested
$3.9 million and purchased 638,438 shares of Series A Preferred Stock. Mr.
Harman is a Managing Member of certain entities that are the General Partners
of the Oak Investments venture capital funds. Mr. Peterschmidt and Mr. Harman
each joined the Board of Directors of Campus Pipeline in connection with their
investments. In September 1999, Inktomi and Campus Pipeline entered into a
portal services agreement under which Inktomi provides its Shopping Engine to
Campus Pipeline for integration into its online campus platform. The agreement
has a term of one year and automatically renews for additional one year
periods unless either party delivers written notice to the other of
nonrenewal. The agreement provides for a minimum payment to Inktomi of
$250,000 per year and a split of revenues generated from commerce transactions
facilitated through the Campus Pipeline website.
In September 1999, Inktomi entered into a strategic alliance with InterNAP
Network Services under which the companies agreed to collaborate on technology
integration in an effort to optimize content distribution and scaling on the
Internet. The companies also agreed to engage in joint marketing activities
and to explore additional joint technology development. In addition, Inktomi
made a $20 million investment in InterNAP in a private placement transaction
that closed in October 1999, purchasing 2,150,538 shares of InterNAP common
stock and a warrant to purchase an additional 1,075,268 shares of InterNAP
common stock having an exercise price of $13.95 per share. In November 1999,
Inktomi elected to convert 50% of the shares under the warrant into InterNAP
common stock as permitted under the warrant, receiving 397,250 shares of
InterNAP common stock in connection therewith. Certain venture capital funds
affiliated with Oak Investment Partners are investors in InterNAP. Mr. Harman
is a Managing Member of certain entities that are the General Partners of the
Oak Investments venture capital funds. Mr. Harman is also on the Board of
Directors of InterNAP.
CERTAIN TRANSACTIONS
In April 1998, Inktomi loaned $666,000 to Vince Vannelli, then Vice
President of Worldwide Field Operations, in connection with the exercise of
his stock options. The rate of interest under the loan was equal to the lowest
applicable federal rate. The loan was secured by the shares issued upon
exercise of the stock option. In November 1998, Mr. Vannelli repaid $66,660 of
principal and accrued interest under the loan, in March 1999, Mr. Vannelli
repaid $111,710 of principal and accrued interest under the loan and in August
1999, Mr. Vannelli repaid all remaining principal and accrued interest under
the loan.
14
<PAGE>
Certain other transactions are described under the caption "Compensation
Committee Interlocks and Insider Participation."
All future transactions, including any loans from Inktomi to its officers,
directors, principal stockholders or affiliates, will be approved by a
majority of the Board of Directors, including a majority of the independent
and disinterested members of the Board of Directors or, if required by law, a
majority of disinterested stockholders, and will be on terms no less favorable
to Inktomi than could be obtained from unaffiliated third parties.
STOCK PRICE PERFORMANCE
The following graph shows a comparison of cumulative total stockholder
returns for Inktomi's Common Stock, the Nasdaq Stock Market Index for U.S.
Companies, and the Hambrecht & Quist Internet Index. The graph assumes the
investment of $100 on June 10, 1998, the date of Inktomi's initial public
offering. The data regarding Inktomi assumes an investment at the initial
public offering price of $4.50 per share of Inktomi's Common Stock. The
performance shown is not necessarily indicative of future performance.
[PERFORMANCE CHART APPEARS HERE]
<TABLE>
<CAPTION>
Cumulative Total Return
-----------------------------------
6/10/98 9/98 9/99
<S> <C> <C> <C>
INKTOMI CORPORATION $100.00 $209.03 $666.84
NASDAQ STOCK MARKET (U.S.) $100.00 $ 96.99 $157.55
HAMBRECHT & QUIST INTERNET $100.00 $104.18 $322.32
</TABLE>
15
<PAGE>
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires Inktomi's
executive officers and directors, and persons who own more than 10% of a
registered class of Inktomi's equity securities, to file certain reports
regarding ownership of, and transactions in, Inktomi's securities with the
Securities and Exchange Commission. Such executive officers, directors and 10%
stockholders are also required by Securities and Exchange Commission rules to
furnish Inktomi with copies of all Section 16(a) forms that they file. Based
solely on its review of the copies of such forms received by it, or written
representations from certain reporting persons, Inktomi believes that for the
year ended September 30, 1999, all reporting persons complied with Section
16(a) filing requirements, except as follows: the Annual Statements of
Beneficial Ownership on Form 5 for all executive officers and directors due
November 1998 were filed in December 1998, and the Initial Statement of
Beneficial Ownership on Form 3 for Frank Gill due December 1998 was filed in
August 1999.
DEADLINE FOR RECEIPT OF STOCKHOLDER PROPOSALS
Proposals of stockholders of Inktomi which are intended to be presented by
such stockholders at Inktomi's 2001 Annual Meeting of Stockholders must be
received by Inktomi no later than October 7, 2000 to be included in the proxy
statement and form of proxy relating to that meeting.
OTHER MATTERS
The Board of Directors knows of no other matters to be submitted to the
meeting. If any other matters properly come before the meeting, then the
persons named in the enclosed form of proxy will vote the shares they
represent in such manner as the Board may recommend.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Tim Stevens
Tim Stevens
Vice President of Corporate and
Legal Affairs, General Counsel and
Assistant Secretary
Foster City, California
February 4, 2000
16
<PAGE>
- --------------------------------------------------------------------------------
This Proxy is solicited on behalf of the Board of Directors
[LOGO OF INKTOMI]
2000 ANNUAL MEETING OF STOCKHOLDERS
MARCH 7, 2000
The undersigned shareholder(s) of Inktomi Corporation, a Delaware corporation,
hereby acknowledge(s) receipt of the Notice of 2000 Annual Meeting of
Stockholders and Proxy Statement, each dated February 4, 2000, and hereby
appoints David C. Peterschmidt and Jerry M. Kennelly, and each of them, proxies
and attorneys-in-fact, with full power of substitution, on behalf and in the
name of the undersigned, to represent the undersigned at the 2000 Annual Meeting
of Stockholders of Inktomi Corporation, to be held March 7, 2000, at 9:30 a.m.,
Pacific Standard Time, at the San Mateo Marriot, Room Golden Gate A, 1770 S.
Amphlett Boulevard, San Mateo, California 94402, and at any adjournment or
adjournments thereof, and to vote all shares of Common Stock which the
undersigned would be entitled to vote if then and there personally present, on
the matters set forth on the reverse side:
(continued, and to be signed and dated on reverse side)
- --------------------------------------------------------------------------------
<PAGE>
THERE ARE THREE WAYS TO VOTE YOUR PROXY
Vote By Phone
1-800-240-6326
Use any touch-tone telephone to vote your proxy 24 hours a day, 7 days a week.
Have your proxy card in hand when you call. You will be prompted to enter your
3-digit company number and a 7-digit control number, which are located above,
and then follow the simple instructions.
Vote Via Internet
http:/www.eproxy.com/inkt/
Use the Internet to vote your proxy 24 hours a day, 7 days a week. Have your
proxy card in hand when you access the web site. You will be prompted to enter
your 3-digit company number and a 7-digit control number, which are located
above, to create an electronic ballot.
Vote by Mail
Mark, sign and date your proxy card and return it in the postage-paid envelope
we have provided.
Your telephone or Internet vote authorizes the named proxies to vote your shares
in the same manner as if you marked, signed and returned this proxy card.
*Please detach here*
- --------------------------------------------------------------------------------
THE DIRECTORS RECOMMEND A VOTE "FOR" ITEMS 1 AND 2
1. Election of [_] FOR nominees listed below [_] WITHHOLD authority
directors (except as indicated) for all nominees listed below
(Instructions: To withhold authority to vote for any individual nominee, write
the numbers(s) in the box provided to the right.) [_]
01 David C. Peterschmidt 02 Dr. Eric A. Brewer 03 Frank Gill
04 Fredric W. Harman 05 John A. Porter 06 Alan F. Shugart
2. Proposal to ratify the appointment of PricewaterhouseCoopers LLP as Inktomi's
independent auditors for fiscal 2000
[_] FOR [_] AGAINST [_] ABSTAIN
and in their discretion, upon such other matters which may properly come before
the meeting or any adjournment or adjournments thereof.
The shares represented by this proxy when properly executed will be voted in the
manner directed herein by the undersigned stockholder(s). IF NO DIRECTION IS
MADE, THIS PROXY WILL BE VOTED FOR ITEMS 1 AND 2. If any other matters properly
come before the meeting, the persons named in this proxy will vote, in their
discretion, provided, that they will not vote in the election of directors for
persons for whom authority to vote has been withheld.
Dated
---------------------------------------
Signature(s) of Shareholders(s) in Box
PLEASE SIGN exactly as name appears at
left. Joint owners should each sign.
Executors, administrators, trustees,
etc. should so indicate when signing. If
signer is a corporation, please sign
full name by duty authorized officer.
Address change? Mark box [_]
indicate change at left.
- --------------------------------------------------------------------------------
*Please detach here*
