<PAGE> 1
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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 Rule 14a-12
Ameritrade Holding Company
--------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if Other Than the Registrant)
Payment of filing fee (check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1) Title of each class of securities to which transaction applies:
--------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
--------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
--------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
--------------------------------------------------------------------------------
(5) Total fee paid:
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[ ] 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.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE> 2
AMERITRADE LOGO
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
FEBRUARY 21, 2001
The Annual Meeting of Stockholders of Ameritrade Holding Corporation (the
"Company") will be held at the Joslyn Art Museum, 2200 Dodge Street in Omaha,
Nebraska on Wednesday, February 21, 2001, at 9 a.m., Central Standard Time, for
the following purposes:
1) To elect Directors
2) To ratify the appointment of Deloitte & Touche LLP as independent
auditors for the Company for the fiscal year ending September 28, 2001
3) To transact such other business as may properly come before the
meeting or any adjournment or adjournments thereof
Enclosed herewith is a Proxy Statement setting forth information with
respect to the election of the four Directors who will be elected by the holders
of the Company's Class A Common Stock ("Class A Stockholders") and the
ratification of the appointment of the Company's independent auditors.
Only stockholders holding shares of Common Stock of record at the close of
business on December 29, 2000 will be entitled to notice of and to vote at the
meeting.
Class A Stockholders, whether or not they expect to be present at the
meeting, are requested to sign and date the enclosed proxy, which is solicited
on behalf of the Board of Directors, and return it promptly in the envelope
enclosed for that purpose. If you elected to receive the Annual Report and Proxy
Statement electronically over the Internet, you will not receive a paper proxy
card, unless you request one, and we encourage you to vote online. If you did
not elect to receive the materials through the Internet, you may still vote your
shares electronically by following the procedures described in the Company's
Proxy Statement. Any person giving a proxy has the power to revoke it at any
time, and Class A Stockholders who are present at the meeting may withdraw their
proxies and vote in person.
By Order of the Board of Directors
/s/ Todd M. Ricketts
Todd M. Ricketts, Secretary
Omaha, Nebraska
January 15, 2001
<PAGE> 3
AMERITRADE HOLDING CORPORATION
4211 SOUTH 102ND STREET
OMAHA, NE 68127
------------------------
PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
OF
COMMON STOCK
This Proxy Statement is furnished in connection with the solicitation of
proxies for use at the Annual Meeting of Stockholders of Ameritrade Holding
Corporation (the "Company") to be held on February 21, 2001 at the time and
place and for the purposes set forth in the accompanying Notice of Annual
Meeting of Stockholders. The principal executive offices of the Company are at
4211 South 102nd Street, Omaha, Nebraska, 68127. This Proxy Statement and the
proxy cards are first being mailed to stockholders on or about January 15, 2001.
The Company has two classes of Common Stock, the Class A Common Stock (the
"Class A Stock") and the Class B Common Stock (the "Class B Stock" and, together
with the Class A Stock, the "Common Stock"). The accompanying proxy is solicited
from the holders of the Class A Stock (the "Class A Stockholders") on behalf of
the Board of Directors of the Company and is revocable at any time before it is
exercised by written notice of termination given to the Secretary of the Company
or by filing with him a later-dated proxy. Furthermore, the Class A Stockholders
who are present at the Annual Meeting may withdraw their proxies and vote in
person. All shares of the Company's Class A Stock represented by properly
executed and unrevoked proxies will be voted by the Board of Directors of the
Company in accordance with the directions given therein. Where no instructions
are indicated, proxies will be voted "FOR" each of the proposals set forth in
this Proxy Statement for consideration at the Annual Meeting. In addition, the
Directors believe shares of the Common Stock held by executive officers and
Directors of the Company will be voted "FOR" each such proposal. Such shares
represent approximately 36 percent of the Class A Stock and all of the Class B
Stock, which will constitute approximately 37 percent of the total shares
outstanding as of December 29, 2000. Shares of Class A Stock entitled to vote
and represented by properly executed, returned and unrevoked proxies will be
considered present at the meeting for purposes of determining a quorum,
including shares with respect to which votes are withheld, abstentions are cast
or there are broker non-votes.
VOTING ELECTRONCIALLY VIA THE INTERNET
Holders of Class A Stock may vote via the Internet at the website until
11:59 p.m. February 20, 2001. The Internet voting procedures are designed to
authenticate the stockholders' identity and to allow stockholders to vote their
shares and confirm that their instructions have been properly recorded. If you
would like to receive future stockholder materials electronically, please enroll
after you complete your voting process at www.ProxyVote.com.
Please refer to the proxy card enclosed herewith or to the e-mail
announcement that you may have received for voting instructions. If you choose
not to vote over the Internet, please complete and return the paper proxy card
in the pre-addressed, postage-paid envelope provided herewith.
If you elected to receive this Proxy Statement electronically over the
Internet and would now like to receive a paper copy of this Proxy Statement so
that you may submit a paper proxy in lieu of an electronic proxy, you should
notify the Secretary of the Company of this request.
VOTING SECURITIES AND BENEFICIAL OWNERSHIP THEREOF BY PRINCIPAL STOCKHOLDERS,
DIRECTORS AND OFFICERS
The Company has two authorized classes of Common Stock which are designated
Class A Common Stock and Class B Common Stock. The two classes of Common Stock
are identical in all respects except that the holders of the Class B Stock (the
"Class B Stockholders") are entitled to elect a majority of the Board of
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<PAGE> 4
Directors. Otherwise, each share of Common Stock is entitled to one vote upon
each matter to be voted on at the Annual Meeting. Stockholders do not have the
right to cumulate votes in the election of Directors. The holders of Class B
Stock may convert their shares into an equal number of shares of Class A Stock,
but holders of Class A Stock may not convert their shares into Class B Stock.
Only holders of Common Stock of record at the close of business on December
29, 2000 (the "Record Date") will be entitled to vote at the Annual Meeting. As
of the Record Date, there were 160,336,602 shares of Class A Stock issued and
outstanding and 16,372,800 shares of Class B Stock issued and outstanding.
The following table sets forth, as of January 5, 2001, the beneficial
ownership of each class of the Company's Common Stock by Directors and the
nominees for director, by each of the executive officers named in the Summary
Compensation Table, by each person believed by the Company to beneficially own
more than 5 percent of the Company's Common Stock and by all present executive
officers and Directors of the Company as a group:
<TABLE>
<CAPTION>
NUMBER OF PERCENT OF NUMBER OF PERCENT OF
SHARES OF SHARES OF SHARES OF SHARES OF
CLASS A CLASS A CLASS B CLASS B
NAME STOCK STOCK STOCK STOCK
---- --------- ---------- --------- ----------
<S> <C> <C> <C> <C>
DIRECTORS AND EXECUTIVE OFFICERS
J. Joe Ricketts(1), Chairman, Chief Executive
Officer, Founder and Director..................... 47,113,719 29.4% 8,186,112 50.0%
Thomas K. Lewis(2), Former Chief Executive
Officer........................................... 67,000 * 0 0
Vincent Passione, Chief Executive Officer, OnMoney
Financial Services Corporation.................... 0 0 0 0
Jack R. McDonnell(3), President, Ameritrade
(Inc.)............................................ 94,500 * 0 0
James M. Ditmore(4), Chief Information Officer...... 49,576 * 0 0
Kurt D. Halvorson(5), President, Advanced Clearing,
Inc............................................... 288,282 * 0 0
John R. MacDonald(6), Vice President and Chief
Financial Officer................................. 11,352 * 0 0
J. Peter Ricketts(7), Senior Vice President,
Strategy and Business Development and Vice
Chairman.......................................... 8,907,820 5.6% 0 0
Gene L. Finn(8), Director........................... 72,715 * 0 0
David W. Garrison(9), Director...................... 42,908 * 0 0
Thomas Y. Hartley(10), Director..................... 33,651 * 0 0
Charles L. Marinaccio(11), Director................. 72,715 * 0 0
Mark L. Mitchell(12), Director...................... 152,270 * 0 0
Robert T. Slezak(13), Director...................... 95,907 * 0 0
John W. Ward(14), Director.......................... 56,630 * 0 0
All Directors and Executive Officers as a group (16
in group)......................................... 57,076,033 35.6% 8,186,112 50.0%
OTHER STOCKHOLDERS
Marlene M. Ricketts(15)............................. 32,127,646 20.0% 8,186,688 50.0%
Ricketts Grandchildren Trust(16).................... 19,008,000 11.8% 0 0
</TABLE>
---------------
* Less than 1 percent of the issued and outstanding shares of the class.
(1) Shares of Class A Stock beneficially owned by Mr. Ricketts consist of
34,438,600 shares held by Mr. Ricketts individually, 4,500,000 shares held
jointly with Marlene M. Ricketts, his spouse, 2,259,467 shares owned by Mr.
Ricketts but pledged as collateral, 332,352 shares held in the J. Ricketts
IRA, 4,618,225 shares in Mr. Ricketts' 401(k) account and 965,075 shares
issuable upon the exercise of options exercisable within sixty days. Shares
of Class B Stock beneficially owned by Mr. Ricketts consist of 8,186,112
shares held by the Marlene M. Ricketts 1994 Dynasty Trust, over which Mr.
Ricketts has sole voting and dispositive power. If all shares of Class B
Stock beneficially owned by Mr. Ricketts were converted into Class A Stock,
Mr. Ricketts would beneficially own 55,299,831 shares of Class A Stock
Page 3
<PAGE> 5
which would represent approximately 31 percent of the total shares of Class
A Stock that would be issued and outstanding after such conversion.
(2) Consists of shares held jointly with Wendy L. Lewis, his spouse. Mr. Lewis
resigned his position with the Company on August 7, 2000. Mr. Lewis served
as Co-Chief Executive Officer from March 2, 1999 to May 23, 2000 and as
Chief Executive Officer from May 23, 2000 to August 7, 2000.
(3) Consists of 77,500 shares of Class A Stock issuable upon the exercise of
options that are exercisable within sixty days and 17,000 shares held
jointly with Terri J. McDonnell, his spouse.
(4) Includes 36,800 shares of Class A Stock issuable upon the exercise of
options that are exercisable within sixty days, 7,000 shares held in the
James M. Ditmore IRA, 2,591 stock units held for the benefit of Mr. Ditmore
in a deferred compensation account under the Ameritrade Holding Corporation
Executive Deferred Compensation Program, and 185 shares held in Mr.
Ditmore's 401(k) account.
(5) Consists of 257,332 shares held in Mr. Halvorson's 401(k) account and
30,950 shares of Class A Stock issuable upon the exercise of options
exercisable within sixty days.
(6) Consists of 11,352 stock units held for the benefit of Mr. MacDonald in a
deferred compensation account under the Ameritrade Holding Corporation
Executive Deferred Compensation Program.
(7) Consists of 1,066,668 shares held by Mr. Ricketts individually, 74,568
shares held jointly with Susanne Shore, his spouse, 62,367 shares in Mr.
Ricketts' 401(k) account, 11,275 shares of Class A Stock issuable upon the
exercise of options exercisable within sixty days, 1,435,686 shares in the
Marlene Ricketts Trust for the benefit of J. Peter Ricketts over which Mr.
Ricketts has sole voting and dispositive power, and 6,257,256 shares in the
Marlene Ricketts Annuity Trust 1999 #1, Marlene Ricketts Annuity Trust 1999
#2 and Marlene Ricketts Annuity Trust 2000 #1 over which Mr. Ricketts has
shared voting and dispositive power.
(8) Includes 30,534 shares of Class A Stock issuable upon the exercise of
options exercisable within sixty days.
(9) Consists of 20,934 shares of Class A Stock issuable upon the exercise of
options exercisable within sixty days, 13,628 shares held in the David W.
and Nancy J. Garrison Trust and 8,346 shares held in a deferred
compensation account for Mr. Garrison.
(10) Consists of 23,034 shares of Class A Stock issuable upon the exercise of
options exercisable within sixty days and 10,617 shares held in a deferred
compensation account for Mr. Hartley.
(11) Consists of 8,581 shares held in the Charles L. Marinaccio Living Trust and
64,134 shares of Class A Stock issuable upon the exercise of options
exercisable within sixty days.
(12) Includes 16,134 shares of Class A Stock issuable upon the exercise of
options exercisable within sixty days and 13,712 shares in the Mark L.
Mitchell IRA.
(13) Represents shares of Class A Stock held by Robert T. Slezak and Jane G.
Slezak, as trustees of the Robert T. Slezak and Jane G. Slezak Revocable
Trust.
(14) Includes 23,494 shares of Class A Stock issuable upon the exercise of
options exercisable within sixty days.
(15) Shares of Class A Stock beneficially owned by Mrs. Ricketts consist of
27,295,294 shares held by Mrs. Ricketts individually, 4,500,000 shares held
jointly with J. Joe Ricketts, her spouse and 332,352 shares held in the M.
Ricketts IRA. Shares of Class B Stock beneficially owned by Mrs. Ricketts
consist of 8,186,688 shares held by the J. Joe Ricketts 1994 Dynasty Trust,
over which Mrs. Ricketts has sole voting and dispositive power. If all
shares of Class B Stock beneficially owned by Mrs. Ricketts were converted
into Class A Stock, Mrs. Ricketts would beneficially own 40,314,334 shares
of Class A Stock which would represent approximately 23 percent of the
total shares of Class A Stock that would be issued and outstanding after
such conversion. Mrs. Ricketts' mailing address is c/o Ameritrade Holding
Corporation, 4211 South 102nd Street, Omaha, Nebraska, 68127.
(16) The trustee of the Ricketts Grandchildren Trust is First National Bank of
Omaha, First National Center, 16th and Dodge Streets, Omaha, Nebraska,
68102.
Page 4
<PAGE> 6
PROPOSAL 1
ELECTION OF DIRECTORS
The full Board of Directors consists of nine Directors, five of whom will
be elected by the Class B Stockholders and four of whom will be elected by the
Class A Stockholders. Accordingly, the Board has nominated J. Joe Ricketts,
Robert T. Slezak, J. Peter Ricketts, Gene L. Finn and John W. Ward to be elected
by the Class B Stockholders and has nominated David W. Garrison, Thomas Y.
Hartley, Charles L. Marinaccio and Mark L. Mitchell to be elected by the Class A
Stockholders. All nominees have been nominated to serve for a term of one year.
This Proxy Statement relates only to the solicitation of proxies from the
Class A Stockholders with respect to the election of four Directors to be
elected by them (the "Class A Directors") and the other matters described
herein. The Board of Directors knows of no reason why any of Messrs. Garrison,
Hartley, Marinaccio and Mitchell might be unavailable to serve as the Class A
Directors, and each has expressed an intention to serve, if elected. If any of
Messrs. Garrison, Hartley, Marinaccio and Mitchell are unable to serve, the
shares represented by all valid proxies will be voted for the election of such
substitute nominee as the Board of Directors may recommend. There are no
arrangements or understandings between any of the persons nominated to be a
Class A Director and any other person pursuant to which any of such nominees was
selected.
The election of a Class A Director requires the affirmative vote of a
plurality of the shares of Class A Stock present in person or represented by
proxy at the meeting and entitled to vote. Consequently, votes withheld and
broker non-votes with respect to the election of Directors will have no impact
on the election of Directors. Proxies submitted pursuant to this solicitation
will be voted for the election of each of Messrs. Garrison, Hartley, Marinaccio
and Mitchell as Class A Directors, unless specified otherwise.
THE BOARD OF DIRECTORS RECOMMENDS THAT CLASS A STOCKHOLDERS VOTE "FOR" THE
ELECTION OF DAVID W. GARRISON, THOMAS Y. HARTLEY, CHARLES L. MARINACCIO AND MARK
L. MITCHELL AS CLASS A DIRECTORS.
The table below sets forth certain information regarding the Directors of
the Company.
NOMINEES TO BE ELECTED BY CLASS A STOCKHOLDERS
<TABLE>
<CAPTION>
DIRECTOR TERM TO
NAME AGE PRINCIPAL OCCUPATION SINCE EXPIRE
---- --- -------------------- -------- -------
<S> <C> <C> <C> <C>
David W. Garrison................. 45 Chairman and Chief Executive 1997 2001
Officer, Verestar, Inc.
Thomas Y. Hartley................. 67 Chairman, Southwest Gas 1996 2001
Corporation
Charles L. Marinaccio............. 67 Independent Consultant, Director, 1997 2001
Securities Investor Protection
Corporation
Mark L. Mitchell.................. 40 Associate Professor of Business 1996 2001
Administration (Finance), Harvard
University
</TABLE>
David W. Garrison has served as a Director of the Company since December
1997. Mr. Garrison is Chairman and Chief Executive Officer of Verestar, Inc., a
subsidiary of American Tower Co. (NYSE), where he also serves as a Director. Mr.
Garrison served as Chief Executive Officer, President and Chairman of the Board
of Directors of NETCOM On-Line Communications Services, Inc., an Internet
service provider, from 1995 to 1998. Prior to joining NETCOM, Mr. Garrison
served as President of SkyTel, a division of Mobil Telecommunications
Technologies, Inc., from 1990 to 1994. He holds a B.S. in accounting from
Syracuse University and an M.B.A. from Harvard University.
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<PAGE> 7
Thomas Y. Hartley has served as a Director of the Company since December
1996. Mr. Hartley has served as a member of the Board of Directors of Southwest
Gas Corporation since 1991, and as its Chairman since 1998. He has been
President and Chief Operating Officer of Colbert Golf Design and Development and
has acted as Senior PGA tour agent for professional golfer Jim Colbert since
1991. Mr. Hartley was a partner in Deloitte & Touche, a big five public
accounting firm, from 1973 to 1988, and served in other positions with Deloitte
& Touche from 1959 to 1973. Mr. Hartley was an officer in the United States Air
Force from 1955 to 1958. Mr. Hartley was a Director of Rio Hotel and Casino,
Inc. from 1990 to 1998, and has served as a director of Sierra Health Services
since 1992. Mr. Hartley served as Chairman of the University of Nevada at Las
Vegas Foundation from 1994 to 1996. Mr. Hartley is a Certified Public
Accountant. Mr. Hartley has a B.S. in commerce from Ohio University and
completed the Advanced Management Program at Harvard University.
Charles L. Marinaccio has served as a Director of the Company since January
1997 and as Chairman of the Board's Audit Committee since May 2000. Mr.
Marinaccio has served on the Board of Directors for the Securities Investor
Protection Corporation since 1995. From 1985 through 1994, he was a partner with
the law firm of Kelley, Drye & Warren. He served as Commissioner of the
Securities Exchange Commission ("SEC") from 1984 to 1985. Mr. Marinaccio was
General Counsel to the U.S. Senate Committee on Banking, Housing and Urban
Affairs from 1975 to 1984, and previously served as an adviser and senior
attorney with the regulatory and legal divisions of the Federal Reserve Board.
He holds a J.D. from the George Washington University and received his B.A. from
the University of Connecticut.
Mark L. Mitchell has served as a Director of the Company since December
1996 and served as a member of the Company's Board of Advisors in 1993. Mr.
Mitchell has been an Associate Professor of Business Administration at Harvard
University since July 1999. Mr. Mitchell was an Associate Professor of Finance
at the University of Chicago from 1994 to 1999 and was an Assistant Professor of
Finance from 1990 to 1993. Mr. Mitchell was a Visiting Associate Professor of
Business Administration at Harvard University for the 1997-1998 academic year.
Mr. Mitchell was a Senior Financial Economist for the SEC from 1987 to 1990. Mr.
Mitchell was a member of the Economic Advisory Board of the National Association
of Securities Dealers ("NASD") from 1995 to 1998. Mr. Mitchell received his
Ph.D. in applied economics from Clemson University.
NOMINEES TO BE ELECTED BY CLASS B STOCKHOLDERS
<TABLE>
<CAPTION>
DIRECTOR TERM TO
NAME AGE PRINCIPAL OCCUPATION SINCE EXPIRE
---- --- -------------------- -------- -------
<S> <C> <C> <C> <C>
J. Joe Ricketts................... 59 Founder, Chairman and Chief 1981 2001
Executive Officer of the Company
Robert T. Slezak.................. 43 Independent Consultant 1996 2001
J. Peter Ricketts................. 36 Vice President, Strategy and 1999 2001
Business Development of the
Company and Vice Chairman of the
board
Gene L. Finn...................... 68 Independent Consultant and 1996 2001
Director, Knight Trading Group,
Inc.
John W. Ward...................... 57 Chairman, Transition 1997 2001
International, Inc.
</TABLE>
J. Joe Ricketts is currently a Director, Chairman and Chief Executive
Officer of the Company. He has held each of these positions since 1981, except
for the period from March 1999 to May 2000, during which he was Co-Chief
Executive Officer, and the period from May 2000 to August 2000, during which he
did not hold the position of Chief Executive Officer. In 1975 Mr. Ricketts
became associated with the Company and served as a Director and officer. By
1981, Mr. Ricketts acquired majority control of the Company. Prior to 1975, Mr.
Ricketts was a registered representative with a national brokerage firm, an
investment advisor with
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<PAGE> 8
Ricketts & Co. and a branch manager with The Dun & Bradstreet Corporation, a
financial information firm. Mr. Ricketts is a Director of Securities Industry
Association (SIA), Knight Trading Group, Inc. and Net.B@nk, Inc. Mr. Ricketts
served as a member of the District Committee for District 4 of the NASD from
1996 to 1999. Mr. Ricketts is a member of the Board of Trustees for Father
Flanagan's Girls and Boys Town and serves on the Board of Directors of the
American Enterprise Institute and Creighton University. Mr. Ricketts received
his B.A. in economics from Creighton University.
Robert T. Slezak served as Vice President, Chief Financial Officer and
Treasurer of the Company from January 1989 to November 1999 and has served as a
Director since October 1996. He is currently an independent consultant. Mr.
Slezak joined the Company in March 1987 and served as Operations Manager at
AmeriTrade Clearing, Inc., until January 1989. Prior to that time, Mr. Slezak
was a Senior Financial Analyst for Peter Kiewit Sons' Inc., an international
construction and mining company, from August 1985 to March 1987. From January
1980 to August 1985, Mr. Slezak was on the audit staff of Deloitte & Touche, a
big five accounting firm. Mr. Slezak served as a member of the District
Committee for District 4 of the NASD from 1990 to 1992, and as a member of its
Nominating Committee from 1993 to 1994. Mr. Slezak is a Certified Public
Accountant. Mr. Slezak holds a B.S. in business from the University of Nebraska
at Omaha and an M.B.A. from Creighton University.
J. Peter Ricketts has served as Senior Vice President, Strategy and
Business Development for the Company since July 2000. Prior to this position he
was Senior Vice President of Marketing and Sales for Ameritrade (Inc.) from
August 1999 to April 2000 and Senior Vice President of Product Development from
April 2000 to July 2000. He has served as a director since October 1999. Mr.
Ricketts was the Secretary of the Company from November 1996 to October 1999.
Mr. Ricketts was the General Manager of Accutrade, Inc., from October 1997 to
August 1999. From August 1996 to October 1997, Mr. Ricketts served as Director
of Corporate Development for the Company. From April 1995 to August 1996, Mr.
Ricketts served as Project Director for Accutrade. From January 1995 to March
1995, Mr. Ricketts served as Vice President of Ceres Securities, Inc., a
predecessor to Ameritrade (Inc.), and from May 1994 to January 1995 as President
of Ceres. Mr. Ricketts was a customer service representative for Accutrade from
December 1993 to May 1994. Mr. Ricketts worked as Manager, Business Development,
for Woodward Clyde Consultants, an environmental consulting firm, from October
1992 to September 1993. Mr. Ricketts holds a B.A. in biology and an M.B.A. from
the University of Chicago. J. Peter Ricketts is the son of J. Joe Ricketts.
Gene L. Finn has served as a Director of the Company since December 1996.
Mr. Finn was Vice President and Chief Economist of the NASD from 1983 to 1995.
Mr. Finn was Chief Economist and Senior Adviser for the SEC from 1969 through
1982. In such capacities, Mr. Finn provided policy advice on stock market and
investment company regulation and oversight. Mr. Finn is an independent
consultant and is an outside director on the Board of Directors of Knight
Trading Group, Inc. Mr. Finn holds a Ph.D. in economics from the University of
Wisconsin.
John W. Ward has served as a Director of the Company and as Chairman of the
Board's Compensation Committee since January 1997. Mr. Ward has been an
independent consultant since 1991 and Chairman of Transition International,
Inc., management consultants in financial services and international corporate
strategy since its formation in 1994. Mr. Ward was Chief Executive Officer of
Midland Montagu US Group, New York, a British bank, from 1987 to 1990. Mr. Ward
was a Managing Director, President and Chairman of the International Banking
Group of Merrill, Lynch & Co. Incorporated from 1981 to 1987. Prior to that
time, he was a Vice President of the Merchant Banking Group of Citibank, N.A.
Mr. Ward holds a master's degree in chemistry from Oxford University and a
business degree from the Manchester Business School in the United Kingdom.
Information regarding other executive officers of the Company is found in
the Company's report on Form 10-K for the year ended September 29, 2000, which
is available upon request.
BOARD MEETINGS AND COMMITTEES
The Board of Directors conducts its business through meetings of the Board
and actions taken by written consent in lieu of meetings and by the actions of
its Committees. During the fiscal year ended September 29,
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<PAGE> 9
2000, the Board of Directors held 6 meetings and took action by written consent
one time. During fiscal year 2000, each Director attended at least 75 percent of
the meetings of the Board of Directors and at least 75 percent of the meetings
of the Committees of the Board of Directors on which he served.
The Board of Directors has established two Committees: Audit and
Compensation.
AUDIT COMMITTEE. The functions performed by the Audit Committee are
described in the Audit Committee Charter attached to this Proxy Statement as
Appendix A and include (i) overseeing the Company's internal accounting and
operational controls as well as its financial and regulatory reporting, (ii)
selecting the Company's independent auditors and vice president of corporate
audit, and assessing their performance on an ongoing basis, (iii) reviewing the
Company's financial statements and audit findings, and taking any action
considered appropriate by the Audit Committee and the Board of Directors, (iv)
performing other oversight functions as requested by the full Board of
Directors, and (v) reporting activities performed to the full Board of
Directors. The Audit Committee Charter was adopted at the February 22, 2000
Audit Committee meeting and the February 23, 2000 Board of Directors meeting.
The Audit Committee is composed of Directors Finn, Hartley, Marinaccio and
Slezak. The Audit Committee met six times during fiscal year 2000.
All Audit Committee members are "independent" as defined in the applicable
listing standards of the NASD, except Mr. Slezak, who serves as a
non-independent director of the Audit Committee. Mr. Slezak formerly served as
the Chief Financial Officer of the Company and officially retired as Chief
Financial Officer effective November 15, 1999. Mr. Slezak was elected to serve
as a member of the Board of Directors at the Annual Stockholders' meeting on
February 23, 2000 and was subsequently appointed to serve on the Audit Committee
at the February 23, 2000 Board of Directors meeting. The Board of Directors
determined that the addition of Mr. Slezak to the Audit Committee is an
appropriate and acceptable appointment because of his extensive industry and
financial expertise and background and is required by the best interests of the
Company and its stockholders. The Board of Directors determined that Mr.
Slezak's appointment to the Audit Committee complies with the conditions
stipulated in the NASD independence rules that allow "one non-independent
director" to serve on the Audit Committee of the Board of Directors under
exceptional and limited circumstances.
COMPENSATION COMMITTEE. The Compensation Committee reviews and approves
broad compensation philosophy and policy and changes in executive salary levels,
bonus payments and stock option awards pursuant to the Company's management
incentive plans as outlined below. The Compensation Committee consists of
Directors Garrison, Mitchell and Ward. The Compensation Committee met 8 times
during fiscal year 2000.
The Company does not have a standing Nominating Committee. Nominations of
both Class A Directors and Class B Directors are made by the entire Board of
Directors.
COMPENSATION OF DIRECTORS
The Company maintains the Ameritrade Holding Corporation Directors
Incentive Plan (the "Directors Plan") pursuant to which non-employee Directors
are granted various equity awards and may make certain elections with respect to
the payment of their retainers and fees. Specifically, the Directors Plan
provides that, upon a non-employee director's election to the Board for his
first term, the director will receive (a) a stock option to purchase such number
of shares of the Company's Class A Stock as determined by the Chairman of the
Board and approved by the Board and (b) an award of Restricted Stock, the fair
market value of which is equal to $20,000 or such other amount determined by the
Board from time to time. Non-employee Directors may also be awarded stock
options other than upon their initial election to the Board as determined from
time to time by the Board. Awards made pursuant to the Directors Plan will
generally vest in substantially equal annual installments over a period of three
years, beginning with the first anniversary of the grant date. The exercise
price of options granted under the Directors Plan may not be less than the fair
market value of a share of the Company's Class A Stock on the date of the grant
of the option.
Page 8
<PAGE> 10
Employee Directors do not receive compensation for services provided as a
director. Non-employee Directors receive an annual retainer payable in advance.
For fiscal year 2000, the annual retainer was $12,000. For fiscal 2001, this
retainer has been increased to $25,000. Fifty percent of the annual retainer is
paid in shares of Class A Stock of the Company while the remaining fifty percent
is payable in cash or Class A Stock at the option of the director. Non-employee
Directors receive payment of $1,500 for quarterly meetings and $1,000 for
Committee meetings, all payable quarterly in advance in the form of cash or
Class A Stock at the election of the director. The foregoing elections and
payments are made pursuant to the Directors Plan.
Pursuant to the Directors Plan, non-employee Directors may elect to defer
receipt of all or a portion of the retainer, meeting and Committee fees
otherwise payable to the non-employee director, including those amounts that
would otherwise be payable to the non-employee director in the form of Class A
Stock. Amounts deferred pursuant to a non-employee director's election are
credited to a bookkeeping account which consists of a "Cash Subaccount"
reflecting amounts that would otherwise have been payable to the non-employee
director in cash and a "Stock Subaccount" reflecting amounts that would
otherwise have been payable to the non-employee director in Class A Stock. As of
the first day of each calendar quarter, the Cash Subaccount is adjusted to
reflect contributions and distributions during the preceding calendar quarter
and is credited with interest computed at the prime rate as reported by the Wall
Street Journal for that date (or, if that day is not a business day, the next
preceding business day). The Stock Subaccount is credited with "stock units" as
of each day that a deferred amount would otherwise have been payable to the
non-employee director in Class A Stock, is charged with stock units as of each
day on which amounts are distributed from the Stock Subaccount and is credited
with stock units as of each record date to reflect dividends paid on the
Company's Class A Stock. For purposes of the adjustments to the Stock
Subaccount, one stock unit corresponds to one share of the Company's Class A
Stock.
Deferred amounts are payable to non-employee Directors as of a distribution
date elected by the non-employee director at the time of the deferral.
Distributions of deferred amounts can be made in ten annual installments
commencing on the distribution date elected. A non-employee director may also
elect to have payments in a lump sum or in any number of annual payments not
exceeding ten. If a non-employee director dies prior to the full payment of his
deferral account, the balance will be paid to a beneficiary designated by the
non-employee director.
COMPENSATION OF EXECUTIVE OFFICERS
The following table sets forth a three year history of the annual and
long-term compensation awarded to, earned by or paid by the Company and its
subsidiaries to each person serving as Chief Executive Officer at any time
during the fiscal year ended September 29, 2000 and to each of the other four
highest paid executive officers of the Company (collectively, the "Named
Executive Officers") for the fiscal year ended September 29, 2000. For
informational purposes only, the Company also has included in the table
compensation information with respect to the Company's current Chief Financial
Officer, John R. MacDonald, who joined the Company in March 2000.
Page 9
<PAGE> 11
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION COMPENSATION
---------------------------------------------- ------------
SECURITIES
UNDERLYING ALL OTHER
OTHER ANNUAL OPTIONS/ COMPENSATION
NAME AND PRINCIPAL POSITION YEAR SALARY ($) BONUS ($) COMPENSATION (1)($) SARS (#) ($)
--------------------------- ---- ---------- --------- ------------------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C>
J. Joe Ricketts.......... 2000 540,003 606,801 30,000 298,700 --
Chairman, Chief Executive 1999 435,000 54,375 12,580 -- --
Officer and Founder 1998 435,000 -- 12,730 890,400 --
Thomas K. Lewis (2)...... 2000 367,933 64,969 16,137 149,400 863,558
Chief Executive Officer 1999 227,565 133,281 -- 173,400 --
Vincent Passione (3)..... 2000 300,000 425,000 -- -- --
Chief Executive Officer, 1999 50,000 125,000 -- 75,000 --
OnMoney Financial
Services Corp.
Jack R. McDonnell (4).... 2000 307,506 261,380 -- 128,400 --
President, Ameritrade 1999 153,462 92,077 -- 136,200 --
(Inc.)
James M. Ditmore (5)..... 2000 247,131 140,000 40,000 117,200 --
Chief Information Officer 1999 134,550 72,276 -- 60,000 --
Kurt D. Halvorson........ 2000 226,128 201,000 30,000 59,800 --
President, Advanced 1999 165,375 104,482 12,580 48,000 --
Clearing, Inc. 1998 136,250 23,473 8,061 -- --
John R. MacDonald (6).... 2000 155,770 58,414 175,241 87,200 23,895
Vice President and Chief
Financial Officer
</TABLE>
---------------
(1) The amounts in this column represent employer contributions to the Company's
Profit Sharing Plan, except for the amounts shown for Mr. Ditmore and Mr.
MacDonald. In the cases of Mr. Ditmore and Mr. MacDonald, the amounts shown
were bonus payments that were deferred by the employee to a trust that holds
shares of Class A Stock pursuant to the Ameritrade Holding Corporation
Executive Deferred Compensation Program.
(2) Mr. Lewis was an employee of the Company from February 1999 through August
7, 2000, the date on which he resigned his position as Chief Executive
Officer. Amounts shown under All Other Compensation for Mr. Lewis represent
amounts payable to Mr. Lewis under a Separation and Release Agreement
entered into by the Company and Mr. Lewis in connection with his resignation
as Chief Executive Officer.
(3) Mr. Passione became an employee of the Company in August 1999.
(4) Mr. McDonnell became an employee of the Company in March 1999.
(5) Mr. Ditmore became an employee of the Company in March 1999.
(6) Mr. MacDonald became an employee of the Company in March 2000. Amounts shown
under All Other Compensation for Mr. MacDonald represent the reimbursement
of moving expenses.
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OPTION GRANTS IN LAST FISCAL YEAR
The following table sets forth information regarding stock options granted
to Named Executive Officers and to Mr. MacDonald during fiscal 2000 pursuant to
the Long-Term Incentive Plan. No grants of Stock Appreciation Rights were made
in fiscal 2000.
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
---------------------------------------------------- POTENTIAL REALIZABLE
NUMBER OF % OF TOTAL VALUE AT ASSUMED
SECURITIES OPTIONS ANNUAL RATES OF
UNDERLYING GRANTED TO STOCK APPRECIATION FOR
OPTIONS EMPLOYEES IN EXERCISE OR THE OPTION TERM(2) ($)
GRANTED FISCAL BASE PRICE EXPIRATION -----------------------
NAME (#) YEAR(1) ($/SHARE) DATE 5% 10%
---- ---------- ------------ ----------- ---------- -- ---
<S> <C> <C> <C> <C> <C> <C>
J. Joe Ricketts................... 298,700 13.91% 16.75 11/3/09 3,146,501 7,973,852
Thomas K. Lewis................... 149,400 6.96% 16.75 11/3/09 1,573,777 3,988,261
Vincent Passione.................. -- -- -- -- -- --
Jack R. McDonnell................. 128,400 5.98% 16.80 11/3/09 1,356,785 3,438,360
James M. Ditmore.................. 117,200 5.46% 16.08 5/16/10 1,322,688 3,222,693
Kurt D. Halvorson................. 59,800 2.79% 16.75 11/3/09 629,932 1,596,372
John R. MacDonald................. 87,200 4.06% 23.19 3/27/09 1,271,593 3,222,468
</TABLE>
---------------
(1) Based on an aggregate of 2,147,100 options granted to employees during
fiscal 2000.
(2) Calculated on the assumption that the market value of the underlying stock
increases at the stated values compounded annually for the ten-year term of
the option and that the option is exercised and sold on the last day of its
term for the appreciated stock price.
AGGREGATED 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 and Mr. MacDonald concerning the exercise of options during
fiscal 2000 and unexercised options held as of the end of fiscal 2000.
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
NUMBER OF UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS
SHARES OPTIONS AT SEPT. 29, 2000 AT SEPT. 29, 2000(1)
ACQUIRED ON VALUE ---------------------------- ----------------------------
NAME EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
J. Joe Ricketts............ -- -- 593,604 595,496 $9,275,063 $4,936,138
Thomas K. Lewis............ -- -- 57,800 265,000 $ 141,490 $ 432,379
Vincent Passione........... -- -- -- 75,000 $ -- $ --
Jack R. McDonnell.......... -- -- 45,400 219,200 $ 18,917 $ 159,521
James M. Ditmore........... -- -- 20,000 157,200 $ 58,333 $ 311,992
Kurt D. Halvorson.......... -- -- 16,000 91,800 $ -- $ 59,800
John R. MacDonald.......... -- -- -- 87,200 $ -- $ --
</TABLE>
---------------
(1) Based on the market price of $17.75 per share, which was the closing price
per share of the Company's Common Stock on the Nasdaq National Market on
last day of fiscal 2000, less the exercise price payable for such shares.
EMPLOYMENT AND SEVERANCE AGREEMENTS
The Company currently has employment agreements with the following Named
Executive Officers: J. Joe Ricketts, its Founder, Chairman and Chief Executive
Officer; Jack R. McDonnell, the President of Ameritrade (Inc.); James M.
Ditmore, its Chief Information Officer; and Vincent Passione, the President of
OnMoney Financial Services Corporation. The Company also has an employment
agreement with John R. MacDonald, its Chief Financial Officer, and had an
employment agreement with Thomas K. Lewis, its former Chief Executive Officer.
Mr. Lewis' employment agreement was terminated (except for certain surviving
provisions) effective as of August 7, 2000 pursuant to the terms of a Separation
and Release Agreement dated as of October 11, 2000.
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Mr. Ricketts' employment agreement was entered into as of December 3, 1996,
and was recently renewed for a one-year period ending on December 2, 2001. Mr.
Ricketts' employment agreement will terminate prior to its scheduled expiration
date in the event of his death or disability. In addition, either party may
terminate the employment agreement with or without cause (as defined therein).
If Mr. Ricketts is discharged from employment by the Company without cause, he
will receive continued payments of his base salary for a period commencing on
the date of termination and ending on a date as determined in his employment
agreement. Mr. Ricketts' employment agreement provides for the payment of a base
salary, which is subject to annual adjustment, and incentive compensation and
participation in other employee benefits under the various benefit plans and
programs maintained by the Company.
Mr. McDonnell's employment agreement was entered into as of March 24, 1999,
and has a five-year term. The agreement will terminate prior to its scheduled
expiration date in the event of the death of Mr. McDonnell, and the agreement
may be terminated by the Company in the event of Mr. McDonnell's disability. In
addition, Mr. McDonnell may terminate his employment agreement with or without
good reason (as defined in the agreement), and the Company may terminate the
employment agreement with or without cause (as defined in the agreement). If Mr.
McDonnell is discharged from employment by the Company without cause or resigns
from employment with the Company for good reason, he will receive continued
payments of his base salary and incentive bonus (determined as provided in the
agreement) for a period commencing on the date of termination and ending on a
date as determined in his employment agreement (generally the remaining term of
the agreement, but not more than three years nor less than one year). Mr.
McDonnell's employment agreement provides for the payment of a base salary
(which is subject to adjustment) and an incentive bonus, the grant of stock
options pursuant to the Company's Long-Term Incentive Plan, and participation in
other employee benefits under the various benefit plans and programs maintained
by the Company. Mr. McDonnell's employment agreement contains certain covenants
by him not to compete with the Company during the term of employment and for a
specified period thereafter.
Mr. Ditmore's employment agreement was entered into as of January 3, 2001
and provides for Mr. Ditmore to be an employee-at-will. Mr. Ditmore's employment
agreement may be terminated by either Mr. Ditmore or the Company at any time;
however, if Mr. Ditmore is terminated by the Company for any reason other than
cause (as defined in the agreement) or is terminated within six months after a
change of control (as defined in the agreement) of the Company other than for
cause, Mr. Ditmore is entitled to receive continued payments of his base salary
for a period of one year after termination. Mr. Ditmore's employment agreement
provides for the payment of a base salary (which is subject to adjustment) and
an incentive bonus, the grant of stock options pursuant to the Company's
Long-Term Incentive Plan, and participation in other employee benefits under the
various benefit plans and programs maintained by the Company. Mr. Ditmore's
employment agreement contains certain covenants by the employee not to compete
with the Company during the term of employment and for a specified period
thereafter.
Mr. Passione's employment agreement was entered into as of August 2, 1999
between Mr. Passione and OnMoney Financial Services Corporation, a wholly-owned
subsidiary of the Company. Mr. Passione's employment agreement has a three-year
term subject to automatic annual renewal thereafter for successive one-year
terms unless notice of non-renewal is given by either party at least 90 days
prior to any such renewal date. Mr. Passione's employment agreement may be
terminated by either Mr. Passione or OnMoney at any time; however, if OnMoney
terminates the agreement without cause (as defined in the agreement) or Mr.
Passione terminates the agreement for good reason (as defined in the agreement),
then OnMoney is required to continue to pay Mr. Passione's salary and bonus
under the agreement for a one year period (a two year period in the event such
termination occurs within two years after a change of control of OnMoney) after
termination. Mr. Passione's employment agreement provides for the payment of a
base salary (which is subject to adjustment) and an incentive bonus. Mr.
Passione's employment agreement also provides for him to receive stock options
under the Company's Long-Term Incentive Plan and under an OnMoney stock option
plan, if one is developed. Mr. Passione's employment agreement contains certain
covenants by him not to compete with OnMoney during the term of employment and
for a specified period thereafter.
Mr. MacDonald's employment agreement was entered into as of March 27, 2000
and provides for Mr. MacDonald to be an employee-at-will. Mr. MacDonald's
employment agreement may be terminated by
Page 12
<PAGE> 14
either Mr. MacDonald or the Company at any time; however, if Mr. MacDonald is
terminated by the Company for any reason other than cause (as defined in the
agreement) or is terminated within six months after a change of control (as
defined in the agreement) of the Company other than for cause, Mr. MacDonald is
entitled to receive continued payments of his base salary for a period of one
year after termination. Mr. MacDonald's employment agreement provides for the
payment of a base salary (which is subject to adjustment) and an incentive
bonus, the grant of stock options pursuant to the Company's Long-Term Incentive
Plan, and participation in other employee benefits under the various benefit
plans and programs maintained by the Company. Mr. MacDonald's employment
agreement contains certain covenants by the employee not to compete with the
Company during the term of employment and for a specified period thereafter.
Each of the Employment Agreements described above contains confidentiality
covenants on the part of the named officers that survive termination of the
agreements.
The Company had an employment agreement with Thomas K. Lewis, the former
chief executive officer of the Company, that was terminated (except for
provisions relating to non-competition, confidentiality, assistance with claims
and equitable remedies, each of which survived termination) in connection with
his resignation from the Company. The terms of Mr. Lewis' employment agreement
were generally similar to the terms of Mr. McDonnell's employment agreement
(except that it contained different salary, bonus and stock option targets). In
connection with his resignation, Mr. Lewis and the Company entered into a
Separation and Release Agreement dated as of October 11, 2000 that provided for,
among other things, the termination of his employment agreement (as described
above), the payment by the Company to Mr. Lewis of a lump sum of approximately
$860,000, the reimbursement by the Company of certain expenses incurred by Mr.
Lewis, the continued payment by the Company of Mr. Lewis' medical insurance
premiums for up to 18 months, and the release of certain claims by Mr. Lewis
that he might have had against the Company.
REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION
The report is not deemed to be "soliciting material" or to be "filed" with
the Securities and Exchange Commission (the "SEC") or subject to the SEC's proxy
rules or to the liabilities of Section 18 of the Securities Exchange Act of 1934
(the "1934 Act") and the report shall not be deemed to be incorporated by
reference into any prior or subsequent filing by the Company under the
Securities Act of 1933 or the 1934 Act.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Company's executive compensation program is administered by the
Compensation Committee of the Board of Directors (the "Committee"). During
fiscal year 2000, the Compensation Committee consisted of John W. Ward
(Chairman), David W. Garrison and Mark L. Mitchell. No member of the Committee
during fiscal year 2000 was an employee of the Company or any of its
subsidiaries. Each member qualifies as a "non-employee director" under rule
16b-3 of the Securities Exchange Act of 1934 and as an "outside director" under
Section 162(m) of the Internal Revenue Code.
Where appropriate, the Committee reviews and considers the recommendations
of management and the Company's outside executive compensation consultant before
determining compensation policy or practice. In addition, the Committee utilized
the services of outside compensation consultants to develop the competitive
compensation information and to assist in establishing salary, incentive bonus
and stock option target levels for the named executive officers for fiscal year
2000. The Company's compensation programs are designed to be aligned closely
with Company performance and shareholder return and to enable the Company to
attract and retain the best possible executive talent. Generally, the Company's
executive compensation programs consist of a base salary program, a
performance-based cash bonus program and a long-term incentive plan consisting
solely of nonqualified stock options. A large part of executive compensation is
at-risk and tied to individual and Company performance. A significant portion of
the at-risk executive compensation takes the form of long-term stock-based
incentives (stock options).
Executives are also able to defer all or part of annual cash bonuses under
a deferred compensation plan in the form of Company stock. Further, to link
executive interests with those of stockholders, executives are
Page 13
<PAGE> 15
required to adhere to certain Equity Ownership Guidelines that require specific
levels of ownership of Company common stock. Although the long-term incentive
plan also permits the award of stock appreciation rights, stock awards
(including Restricted Stock) and performance units, no such awards have been
made under the program.
During fiscal 2000, base salary levels and bonus payouts for executives
were established based upon performance for the past year against specific
Company financial objectives and individual goals, market data for similar jobs
and expected future contribution to the Company. The compensation for Messrs.
MacDonald and McDonnell is guided by the terms of their employment agreements.
Annual stock option awards are primarily determined by the Company's total
shareholder return ("TSR") compared to the TSR for similar companies. The tables
above report annual awards based upon TSR performance for fiscal 1999 and
cost-per-account performance for fiscal 1998 and fiscal 1999.
SECTION 162(m) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
"CODE"), LIMITS THE COMPANY'S DEDUCTION FOR COMPENSATION PAID TO THE EXECUTIVE
OFFICERS NAMED IN THE SUMMARY COMPENSATION TABLE TO $1 MILLION UNLESS CERTAIN
REQUIREMENTS ARE MET. THE POLICY OF THE COMPENSATION COMMITTEE WITH RESPECT TO
SECTION 162(m) IS TO ESTABLISH AND MAINTAIN A COMPENSATION PROGRAM THAT WILL
OPTIMIZE THE DEDUCTIBILITY OF COMPENSATION. HOWEVER, THE COMMITTEE MUST EXERCISE
ITS RIGHT TO USE JUDGMENT WHERE MERITED BY THE NEED TO RESPOND TO CHANGING
BUSINESS CONDITIONS OR BY AN EXECUTIVE OFFICER'S INDIVIDUAL PERFORMANCE, TO
AUTHORIZE COMPENSATION WHICH MAY NOT, IN A SPECIFIC CASE, BE FULLY DEDUCTIBLE BY
THE COMPANY. FOR FISCAL YEAR 2000 THE ONLY EXECUTIVE OFFICER TO EXCEED $1
MILLION IN COMPENSATION WAS MR. RICKETTS. THE COMMITTEE HAS REVIEWED THIS
ARRANGEMENT AND THE RELATED SECTION 162(m) ISSUES AND GIVEN ITS APPROVAL.
CHIEF EXECUTIVE OFFICER COMPENSATION
Mr. Ricketts' compensation is generally set pursuant to the terms of his
employment agreement, which was entered into before the Company conducted its
initial public offering. Mr. Ricketts' base salary in fiscal 2000 was increased
based upon a review of compensation information for similarly situated
executives in companies of comparable size. The bonus paid to Mr. Ricketts for
fiscal 2000 was based upon the overall performance of the Company executive
team.
In establishing Mr. Ricketts' compensation, the Compensation Committee
utilized the services of independent compensation consultants who prepared and
presented to the Committee a study of compensation information and strategies
for comparable companies.
David W. Garrison
Mark L. Mitchell
John W. Ward
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During fiscal 2000, there were no Compensation Committee interlocks and no
insider participation in Compensation Committee decisions that were required to
be reported under the rules and regulations of the Securities Exchange Act of
1934.
COMPANY PERFORMANCE
The company performance information is not deemed to be "soliciting
material" or to be "filed" with the Securities and Exchange Commission (the
"SEC") or subject to the SEC's proxy rules or to the liabilities of Section 18
of the Securities Exchange Act of 1934 (the "1934 Act") and the company
performance information shall not be deemed to be incorporated by reference into
any prior or subsequent filing by the Company under the Securities Act of 1933
or the 1934 Act.
The following graph and table set forth certain information comparing the
cumulative total return from a $100 investment in the Company and the stocks
making up an industry peer group and a broad-based stock
Page 14
<PAGE> 16
index on March 4, 1997 (the date the Company's stock commenced public trading)
through the end of the Company's most recent fiscal year.
[PERFORMANCE GRAPH]
<TABLE>
<CAPTION>
PERIOD ENDING
--------------------------------------------------------
INDEX 03/04/97 09/30/97 09/30/98 09/30/99 09/30/00
----- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
Ameritrade Holding Corporation................ 100.00 126.92 184.62 1,130.77 1,092.31
S&P 500....................................... 100.00 121.03 131.99 168.64 191.05
New Peer Group................................ 100.00 155.41 152.93 418.56 584.01
Old Peer Group................................ 100.00 151.57 147.50 295.56 439.29
</TABLE>
The Company has changed Peer Groups to include only firms whose primary business
is online brokerage. The new peer group is also used by the Company's
Compensation Committee to set and evaluate salary structures.
The New Peer Group is comprised of the following companies:
The Charles Schwab Corporation
E*TRADE Group, Inc.
DLJdirect Inc.
TD Waterhouse Group, Inc.
All companies in the peer group are publicly traded firms engaged in the
securities brokerage business.
The Old Peer Group was comprised of the following companies:
E*TRADE Group, Inc.
The Charles Schwab Corporation
DLJdirect Inc.
Everen Capital Corp.
Paine Webber Group Inc.
A.G.Edwards
Raymond James Financial Inc.
TD Waterhouse Group, Inc.
RELATED PARTY TRANSACTIONS
J. Joe Ricketts, the Company's Founder, Chairman and Chief Executive
Officer and Gene L. Finn, a Director of the Company, are on the Board of
Directors of Knight Trading Group, Inc. ("Knight"). The Company executes a
portion of its securities transactions through subsidiaries of Knight. Revenues
related to such transactions totaled $26.7 million in fiscal 2000.
Page 15
<PAGE> 17
Messrs. Mitchell and Slezak, each of whom is a Director of the Company,
maintain reportable margin accounts with Advanced Clearing, Inc., a Company
subsidiary, through which such individuals borrowed money from Advanced Clearing
during fiscal 2000 in connection with their investment activities. The loans to
these individuals were made in the ordinary course of Advanced Clearing's
business on terms no more favorable than those available on comparable
transactions with other persons and did not involve more than the normal risk of
collectibility or present other unfavorable features.
PROPOSAL 2
RATIFICATION OF APPOINTMENT OF AUDITOR
Deloitte & Touche LLP, who has been auditor for the Company since 1975, has
been appointed by the Board of Directors as auditor for the Company and its
subsidiaries for the fiscal year ending September 28, 2001. This appointment is
being presented to the stockholders for ratification. The ratification of the
appointment of auditor requires the affirmative vote of the holders of a
majority of the total shares of Common Stock present in person or represented by
proxy at the Annual Meeting and entitled to vote there at. Abstentions will have
the same effect as a vote against ratification. Broker non-votes will not be
considered shares entitled to vote with respect to ratification of the
appointment and will not be counted as votes for or against the ratification.
This proxy is being solicited with respect to the ratification of the
appointment of auditor only from the Class A Stockholders. Proxies submitted
pursuant to this solicitation will be voted for the ratification of Deloitte &
Touche LLP as the Company's auditors for the fiscal year ending September 28,
2001, unless specified otherwise.
THE BOARD OF DIRECTORS RECOMMENDS THAT CLASS A STOCKHOLDERS VOTE "FOR" THE
RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE COMPANY'S
AUDITORS FOR THE FISCAL YEAR ENDING SEPTEMBER 28, 2001.
Representatives of Deloitte & Touche LLP are expected to be present at the
Annual Meeting and will be provided an opportunity to make a statement and to
respond to appropriate inquiries from stockholders.
Page 16
<PAGE> 18
REPORT OF THE AUDIT COMMITTEE
The following report is not deemed to be "soliciting material" or to be
"filed" with the SEC or subject to the SEC's proxy rules or to the liabilities
of Section 18 of the 1934 Act and the report shall not be deemed to be
incorporated by reference into any prior or subsequent filing by the Company
under the Securities Act of 1933 or the 1934 Act.
The Audit Committee evidenced its completion of and compliance with the
duties and responsibilities set forth in the adopted Audit Committee Charter
(attached hereto as Appendix A) through a formal written report dated and
executed as of December 7, 2000. The report will be submitted to the Board of
Directors of the Company at the February 21, 2001 Board meeting. A copy of that
report is set forth below.
December 7, 2000
The Board of Directors
Ameritrade Holding Corporation
Fellow directors:
The Audit Committee conducted its oversight activities for Ameritrade Holding
Corporation and subsidiaries ("Ameritrade") in accordance with the duties and
responsibilities outlined in the Audit Committee charter.
The Audit Committee, with the assistance and support of the Corporate Audit
Department and management of Ameritrade Holding Corporation, has fulfilled its
objectives, duties and responsibilities as stipulated in the Audit Committee
charter and has provided adequate and appropriate independent oversight and
monitoring of Ameritrade's systems of internal control for the fiscal year ended
September 29, 2000.
These activities included, but were not limited to, the following significant
accomplishments during the fiscal year ended September 29, 2000:
- Reviewed and discussed the audited financial statements with management.
- Discussed with the external auditors the matters requiring discussion by SAS
61.
- Received written disclosures and letter from the external auditors required by
Independence Standards Board Standard No. 1, and discussed with the auditors
their independence.
Based on the above, the Audit Committee recommends the audited financial
statements for the fiscal year ended September 29, 2000 be included in
Ameritrade's Annual Report on Form 10-K.
Respectfully submitted,
Ameritrade Holding Corporation Audit Committee
Charles L. Marinaccio, Chairman
Gene L. Finn
Thomas Y. Hartley
Robert T. Slezak
Page 17
<PAGE> 19
SUBMISSION OF STOCKHOLDER PROPOSALS
Pursuant to the Company's Bylaws, stockholder proposals submitted for
presentation at the Annual Meeting should have been received by the Secretary of
the Company at its home office no later than September 9, 2000. Pursuant to the
Company's Bylaws, nominations for Directors should have been submitted by
stockholders in writing to the Secretary of the Company by September 9, 2000.
Only stockholders of record are entitled to bring business before the Annual
Meeting or make nominations for Directors.
In order to be included in the Company's Proxy Statement relating to its
next annual meeting, stockholder proposals must be submitted by September 17,
2001 to the Secretary of the Company at its home office. Such proposals must set
forth (i) a brief description of the business desired to be brought before the
annual meeting and the reason for conducting such business at the annual
meeting, (ii) the name and address of the stockholder proposing such business,
(iii) the class and number of shares of the Company's Common Stock beneficially
owned by such stockholder and (iv) any material interest of such stockholder in
such business. The inclusion of any such proposal in such proxy material shall
be subject to the requirements of the proxy rules adopted under the Securities
Exchange Act of 1934, as amended.
OTHER MATTERS
Management does not now intend to bring before the Annual Meeting any
matters other than those disclosed in the Notice of Annual Meeting of
Stockholders and it does not know of any business which persons, other than the
management, intend to present at the meeting. Should any other matters requiring
a vote of the stockholders arise, the proxies in the enclosed form confer
discretionary authority on the Board of Directors to vote on any other matter
proposed by shareholders in accordance with their best judgment if the Company
did not receive written notice of the matter on or before September 9, 2000.
The Company will bear the cost of soliciting proxies. To the extent
necessary, proxies may be solicited by Directors, officers and employees of the
Company in person, by telephone or through other forms of communication, but
such persons will not receive any additional compensation for such solicitation.
The Company will reimburse brokerage firms, banks and other custodians, nominees
and fiduciaries for reasonable expenses incurred by them in sending proxy
materials to the beneficial owners of the Company's shares. In addition to
solicitation by mail, the Company has made these materials available via the
Internet at www.amtd.com. The Company will supply banks, brokers, dealers and
other custodian nominees and fiduciaries with proxy materials to enable them to
send a copy of such materials by mail to each beneficial owner of shares of the
Company's Class A Stock which they hold of record and will, upon request,
reimburse them for their reasonable expenses in so doing.
The Company's Form 10-K (without exhibits), which includes the information
required to be contained in the Company's Annual Report to stockholders, is
being mailed, together with this Proxy Statement, to all stockholders entitled
to vote at the Annual Meeting. However, such Form 10-K is not to be considered
part of this proxy solicitation material. In addition, any stockholder who
wishes to receive a copy of any exhibit to the Company's Form 10-K may request a
copy of such exhibit by writing to the Company. Requests should be directed to
Todd M. Ricketts, Corporate Secretary, at the Company's principal executive
office. The Company may, in the discretion of management, require payment by the
requesting stockholder of the Company's reasonable expenses in furnishing such
exhibit.
By Order of the Board of Directors
/s/ Todd M. Ricketts
Todd M. Ricketts, Secretary
Omaha, Nebraska
January 15, 2001
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APPENDIX A: AUDIT COMMITTEE CHARTER
AMERITRADE HOLDING CORPORATION
AUDIT COMMITTEE CHARTER
FEBRUARY 23, 2000
INTRODUCTION
Primary responsibility for Ameritrade Holding Corporation ("Ameritrade")
financial reporting lies with senior management, with oversight of the Board of
Directors. To help the Board of Directors carryout this oversight
responsibility, an Audit Committee consisting of independent directors has been
established. The Committee is comprised entirely of outside directors (currently
three) who are independent of management; who have broker/dealer or related
financial or management expertise; who are not large customers, and who have
access to independent outside legal counsel (if requested). The Audit Committee
has oversight responsibility of the Audit Department and, in such capacity, the
Chairman of the Audit Committee (who is appointed by the Chairman) will maintain
direct access and communications with the Vice President of Corporate Auditing.
The Ameritrade Audit Committee duties and responsibilities are presented as they
pertain to the following:
1. Oversee the Corporation's (Ameritrade Holding Corporation) internal
accounting & operational controls, including assessment of strategic,
financial, operational, and compliance risk management, as well as financial
and regulatory reporting.
2. Ratify the selection of the Independent Public Accountants and Vice President
of Corporate Auditing, and assess their performance on an ongoing basis.
3. Review the financial statements and audit findings and take actions
considered appropriate by the Committee and the Board.
4. Perform other oversight functions as requested by the full Board of
Directors.
5. Report activities performed to the full Board of Directors.
RESPONSIBILITIES
1. OVERSEE THE CORPORATION'S INTERNAL ACCOUNTING & OPERATIONAL CONTROLS,
INCLUDING ASSESSMENT OF STRATEGIC, FINANCIAL, OPERATIONAL, AND COMPLIANCE RISK
MANAGEMENT, AS WELL AS FINANCIAL AND REGULATORY REPORTING.
A. The Committee will meet on a regular basis (quarterly) and special
meetings will be called, as circumstances require. The Committee will
meet privately with the Vice President of Corporate Auditing and the
Independent Public Accountants (IPAs) to review their findings and
management's action plans to ensure internal control recommendations
made by internal and external auditors have been appropriately
implemented by management.
B. The Committee will ensure management is setting the appropriate tone at
the top by communicating the importance of internal control and
ensuring that all individuals possess an understanding of their roles
and responsibilities.
C. The Committee will review the assessment of risks as described in the
Audit Risk Model and supporting Annual Audit Plan.
D. The Committee will review with Vice President of Corporate Auditing and
the IPAs their integrated Annual Audit Plan, including the degree of
coordination and integration between the respective parties. The
Committee will inquire as to the extent to which the planned audit
scope can be relied upon to detect fraud, non-compliance with State and
Federal laws and regulations, non-compliance with SEC and NASD
guidelines, or weaknesses in internal accounting and operational
controls.
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E. The Committee will discuss with the Vice President of Corporate
Auditing and the IPAs what steps are planned for providing an
assessment of strategic, financial, operational, and compliance risk
management, as well as financial and regulatory reporting.
F. The Committee will discuss with the Vice President of Corporate
Auditing and the IPAs what steps are planned for a review of the
Corporation's Information Technology (IT) procedures and controls,
including computer systems and applications, the security of such
systems and applications, the contingency plan for processing data in
the event of a systems breakdown, as well as to the specific programs
to protect against computer fraud or misuse from both within and
outside the Corporation.
G. The Committee will discuss with the Vice President of Corporate Auditing
and the IPAs what steps are planned for review of in-house policies and
procedures, and compliance with such policies and procedures, for
compliance with regulatory capital requirements and related dividend
restrictions, for compliance with the Conflict of Interest and Code of
Conduct policies, for compliance with officer travel and entertainment
policies, and for compliance with Insider Trading policies by Directors,
Stockholders, and Officers. The Committee will inquire as to the result
of these reviews, and, if appropriate, review a summarization of the
exceptions identified for the period under review.
H. The Committee will instruct the Vice President of Corporate Auditing and
the IPAs that the Committee expects to be advised if there are any areas
that require special attention or occurrences of fraud, illegal acts,
deficiencies in internal control, or irregularities.
I. The Committee will instruct the Vice President of Corporate Auditing
and the IPAs to advise the Committee when the Corporation seeks a
second opinion on a significant accounting issue.
J. The Committee will instruct the Vice President of Corporate Auditing
and the IPAs to advise the Committee when the IPAs are hired to perform
Management Consulting Services, and to report the nature and timing of
such work.
K. The Committee will meet with in-house General Counsel to discuss the
Corporation's risk management policies, procedures and insurance
coverage, including Director and Officer Liability, property and
casualty loss, errors and omissions, and surety bonds.
2. SELECT THE INDEPENDENT PUBLIC ACCOUNTANTS AND VICE PRESIDENT OF
CORPORATE AUDITING, AND ASSESS THEIR PERFORMANCE ON AN ONGOING BASIS.
A. The Committee will approve the selection of and the fees paid to the
Independent Public Accountants (IPAs) for Ameritrade. The Committee
will obtain opinions on the performance of the public accounting firm
from appropriate management representatives and the Vice President of
Corporate Auditing. Based upon the evaluation of the IPA's performance,
recommend that the Board replace the IPA.
B. The Committee will ensure the IPAs understand their direct
accountability to the Board of Directors and the Committee.
C. The Committee will inquire as to the extent to which IPAs other than
the principal auditors are to be used and understand the rationale for
using them. The Committee will request that their work be coordinated
and that the Vice President of Corporate Auditing performs an
appropriate review of their work.
D. The Committee will ensure that the IPAs submits a formal written
statement delineating all relationships with the Corporation. The
Committee will be responsible for reviewing any disclosed relationships
that may impact the objectivity and independence of the IPAs. The
Committee will be responsible for recommending to the Board of
Directors that appropriate action be taken in response to the outside
auditor's report to satisfy itself of the IPAs independence.
E. The Committee will also review management's evaluation of the factors
related to the independence of the IPAs and review management's plans
for engaging the IPAs to perform management advisory services during
the year, if any.
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F. The Committee will review the appointment and dismissal of the Vice
President of Corporate Auditing. The Committee will annually review and
approve the performance evaluation of the Vice President of Corporate
Auditing after consulting with the Chairman, Chief Executive Officer
and the Executive Management Committee.
3. REVIEW THE FINANCIAL STATEMENTS AND AUDIT FINDINGS, AND TAKE ACTIONS
CONSIDERED APPROPRIATE BY THE COMMITTEE AND THE BOARD.
A. The Committee will obtain from management explanations for all
significant variances in the financial statements between years. The
Committee will consider whether the data is consistent with the
Management's Discussion and Analysis (MD&A) section of the annual
report.
B. The Committee will exercise oversight of the quarterly reporting
process prior to the release of quarterly earnings.
C. The Committee will inquire from management and the IPAs as to and
request an explanation of any changes in accounting standards or rules
promulgated by the Financial Accounting Standards Board, Securities and
Exchange Commission, NASD or other governing bodies that have an effect
on or oversight over the financial statements of Ameritrade.
D. The Committee will inquire about the existence and substance of any
significant accounting accruals, reserves, or estimates made by
management that had a material impact on the financial statements. The
Committee will inquire of management and the IPAs if there were any
significant financial reporting issues discussed during the accounting
period reported and, if so, how they were resolved.
E. The Committee will meet regularly with the Corporation's in-house legal
counsel, and outside counsel, when appropriate, to discuss legal
matters that may have a significant impact on the financial statements
and on risk management.
F. The Committee will review the significant reports to management
prepared by the internal auditing department and management's
responses.
G. The Committee will meet privately with the IPAs to request their
opinion of various matters, including the quality of financial and
accounting personnel and the internal audit staff.
H. The Committee will determine what the IPAs greatest concerns were and if
any matters should be discussed with the Committee that have not been
raised or covered elsewhere.
I. The Committee will review the letter(s) of management representations
given to the IPAs and inquire whether the IPAs encountered any
difficulties in obtaining the letter(s) or any specific representations
therein.
J. The Committee will discuss with management and the IPAs the substance
of any significant issues raised by in-house and outside counsel
concerning litigation, contingencies, claims, or assessments. The
Committee will understand how such matters are reflected in the
Corporation's financial statements.
K. The Committee will determine the open years on federal income tax
returns and whether there are any significant items that have been or
might be challenged by the IRS or State(s), and inquire as to the status
of the related tax reserves.
L. The Committee will review with management the Form 10K and the MD&A
section of the annual report and ask the extent to which the IPAs
reviewed each. The Committee will inquire of the IPAs if the other
sections of the annual report to stockholders and Form 10K are
consistent with the information reflected in the financial statements.
M. The Committee and the Board of Directors will consider whether the IPAs
should meet with the full Board to discuss any matters relative to the
financial statements and to answer any questions that other directors
might have.
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N. The Committee will instruct the IPAs to communicate any other known
matters that require the attention of the Committee or the full Board
of Directors.
4. PERFORM OTHER OVERSIGHT FUNCTIONS AS REQUESTED BY THE FULL BOARD OF
DIRECTORS.
A. The Committee will, if necessary institute special investigations and,
if appropriate, hire special counsel or experts to assist.
B. The Committee will review and update the charter and receive approval
of changes from the full Board of Directors.
C. The Committee will recommend to the Board of Directors that the audited
financial statements be included in the Corporation's Annual Report and
Form 10-K for the last fiscal year for filing with the Commission.
D. The Committee will review the report required by the Securities and
Exchange Commission to be included in the Corporation's annual proxy
statement.
5. REPORT ACTIVITIES PERFORMED TO THE FULL BOARD OF DIRECTORS.
A. The Committee will report its activities to the full Board on a regular
basis so that the Board is kept informed of its activities on a current
basis.
B. The Chairman of the Audit Committee will describe the Committee's
significant activities during the year in a letter to the Board of
Directors.
C. The Committee will review and reassess the adequacy of this Charter
annually and recommend any proposed changes to the Board for approval.
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REVOCABLE PROXY OF HOLDERS
OF CLASS A STOCK
AMERITRADE HOLDING CORPORATION
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF AMERITRADE
HOLDING CORPORATION FOR USE ONLY AT THE ANNUAL MEETING OF STOCKHOLDERS TO BE HE
HELD ON FEBRUARY 21, 2001 AND AT ANY ADJOURNMENT THEREOF.
The undersigned hereby authorizes the Board of Directors of Ameritrade
Holding Corporation (the "Company"), or any successors in their respective
positions, as proxy, with full powers of substitution, to represent the
undersigned at the Annual Meeting of Stockholders of the Company to be held at
the Joslyn Art Museum, on Wednesday, February 21, 2001, at 9 a.m., Central
Standard Time and at any adjournment of said meeting and thereat to act with
respect to all votes that the undersigned would be entitled to cast, if then
personally present, in accordance with the instructions below and on the reverse
hereof.
This proxy is revocable and the undersigned may revoke it at any time prior
to the Annual Meeting by giving written notice of such revocation to the
Secretary of the Company. Should the undersigned be present and want to vote in
person at the Annual Meeting, or at any adjournment thereof, the undersigned may
revoke this proxy by giving written notice of such revocation to the Secretary
of the Company on a form provided at the meeting. The undersigned hereby
acknowledges receipt of a Notice of Annual Meeting of Stockholders of the
Company called for February 21, 2001 and the Proxy Statement for the Annual
Meeting prior to the signing of this proxy.
[LOGO] AMERITRADE
HOLDING CORPORATION
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TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS
------------------------------------------------------------------------------------------------------------------------------------
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
AMERITRADE HOLDING CORPORATION
1. ELECTION OF CLASS A DIRECTORS FOR WITHHOLD FOR ALL To withhold authority to vote, mark "For All Except"
ALL ALL EXCEPT and write the nominee's number an the line below.
Nominees: 01) Charles L. Marinaccio [ ] [ ] [ ]
02) Thomas Y. Hartley
03) Mark L. Mitchell
04) David W. Garrison
VOTE ON PROPOSAL
2. AUDITORS. Ratification of the appointment of Deloitte & Touche LLP as independent auditors for the
fiscal year ending September 28, 2001. [ ] [ ] [ ]
3. To vote, in its discretion, upon any other business that may properly come before the Annual Meeting or any adjournment thereof.
Management is not aware of any other matters which should come before the Annual Meeting.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS
MADE, THIS PROXY WILL BE VOTED FOR ELECTION OF THE BOARD OF DIRECTORS' NOMINEES FOR CLASS A DIRECTORS, FOR THE RATIFICATION OF THE
APPOINTMENT OF AUDITORS.
Please sign exactly as name appears on this proxy. When shares are held by joint tenants, both should sign. When signing as
attorney, executor, administrator, trustee or guardian, please give your full title. If a corporation, please sign in full corporate
name by authorized officer. If a partnership or LLC, please sign in firm name by authorized partner or member.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
----------------------------------------------------- --------------------------------------------
Signature [PLEASE SIGN WITHIN BOX] Date SIGNATURE (Joint Owners) Date
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