<PAGE>
DRAFT
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
<TABLE>
<S> <C>
Filed by the Registrant /X/
Check the appropriate box:
/ / Preliminary Proxy Statement
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14A-11(c) or
Rule 14a-12
/ / Confidential, for Use of the C Only (as permitted by
Rule 14A
VIANT CORPORATION
-----------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
-----------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, of other than the
Registrant)
</TABLE>
PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):
<TABLE>
<S> <C> <C>
/X/ No fee required.
/ / Fee computed on the 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 of which the filing fee is calculated and state how
it was determined.
----------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
----------------------------------------------------------
(5) Total fee paid:
----------------------------------------------------------
/ / Fee paid previously with preliminary materials:
/ / Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or
Schedule and the date of its filing.
(1) Amount Previously Paid:
----------------------------------------------------------
(2) Form, Schedule or Registration Statement No:
----------------------------------------------------------
(3) Filing Party:
----------------------------------------------------------
(4) Date Filed
----------------------------------------------------------
</TABLE>
<PAGE>
VIANT CORPORATION
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
MAY 24, 2000
TO THE STOCKHOLDERS:
NOTICE IS HEREBY GIVEN that the 2000 Annual Meeting of Stockholders of Viant
Corporation, a Delaware corporation (the "Company"), will be held on May 24,
2000, at 10:00 a.m. local time, at the Company's principal offices located at 89
South Street, Boston, Massachusetts 02111, for the following purposes as more
fully described in the Proxy Statement accompanying this Notice:
1. To elect one Class I director to the Board of Directors for a term of
three years expiring upon the 2003 Annual meeting of stockholders or
until her successor is elected;
2. To approve an amendment to the 1999 Stock Plan, whereby an additional
4,500,000 shares of the Company's common stock will be reserved for
issuance under the 1999 Stock Plan.
3. To ratify the appointment of PricewaterhouseCoopers, LLP as the
Company's independent public accountants for the fiscal year ending
December 29, 2000; and
4. To transact such other business as may properly come before the meeting
or any adjournment thereof.
Only stockholders of record at the close of business on April 10, 2000, are
entitled to receive notice of and to vote at the meeting.
All stockholders are cordially invited to attend the meeting in person.
However, to assure your representation at the meeting, you are urged to mark,
sign, date and return the enclosed proxy card as promptly as possible in the
postage-prepaid envelope enclosed for that purpose. Stockholders attending the
meeting may vote in person even if they have returned a proxy.
Sincerely,
/s/ Robert L. Gett
Robert L. Gett
President and Chief Executive Officer
Boston, Massachusetts
May 1, 2000
<PAGE>
VIANT CORPORATION
PROXY MATERIAL FOR 2000 ANNUAL MEETING OF STOCKHOLDERS
MAY 24, 2000
INFORMATION CONCERNING SOLICITATION AND VOTING
GENERAL
The enclosed Proxy is solicited on behalf of Viant Corporation, a Delaware
corporation (the "Company"), for use as its 2000 Annual Meeting of Stockholders
(the "Annual Meeting") to be held on May 24, 2000, at 10:00 a.m., local time, or
at any adjournments or postponements thereof, for the purpose set forth in this
Proxy Statement and in the accompanying Notice of Annual Meeting of the
Stockholders. The Annual Meeting will be held at the Company's principal offices
located at 89 South Street, Boston, Massachusetts 02111. The Company's telephone
number is (617) 531-3700.
These proxy solicitation materials were mailed on or about May 1, 2000 to
all stockholders entitled to vote for the meeting.
RECORD DATE: OUTSTANDING SHARES
Stockholders of record at the close of business on April 10, 2000 (the
"Record Date"), are entitled to receive notice of and vote at the meeting. On
the Record Date, 46,919,928 shares of the Company's common stock, $0.001 par
value, were issued and outstanding and held by 419 stockholders.
REVOCABILITY OF PROXIES
Proxies given pursuant to this solicitation may be revoked at any time
before they have been used. Revocation will occur by delivering a written notice
of revocation to the Secretary of the Company or by executing a proxy bearing a
later date. Your attendance at the Annual Meeting, in and of itself, may not
revoke a prior dated proxy.
VOTING AND SOLICITATION
Every stockholder of record on the Record Date is entitled, for each share
held, to one vote on each proposal or item that comes before the meeting.
Stockholders will not be allowed to cumulate their votes in the election of
directors. In the election of directors, each stockholder will be entitled to
vote for one nominee and the nominee with the greatest number of votes will be
elected.
The cost of soliciting proxies will be borne by the Company. The Company may
reimburse expenses incurred by brokerage firms and other persons representing
beneficial owners of shares in forwarding solicitation material to beneficial
owners. Proxies may be solicited by certain of the Company's directors, officers
and regular employees, without additional compensation, personally, by telephone
or by telefax.
QUORUM; ABSENTATIONS; BROKER NON-VOTES
Votes cast by proxy or in person at the Annual Meeting will be tabulated by
the Inspector of Elections (the "Inspector") with the assistance of the
Company's Transfer Agent. The Inspector will also determine whether or not a
quorum is present. In general, Delaware law provides that a quorum consists of a
majority of shares which are entitled to vote and which are present or
represented by proxy at the meeting. Except in certain specific circumstances,
the affirmative vote of a majority of
3
<PAGE>
shares present in person or represented by proxy at a duly held meeting at which
a quorum is present is required under Delaware law for approval of proposals
presented to stockholders.
The Inspector will treat shares that are voted "WITHHELD" or "ABSTAIN" as
being present and entitled to vote for purposes of determining the presence of a
quorum but will not be treated as votes in favor of or opposed to approving any
matter submitted to the stockholders for a vote. Any proxy which is returned
using the form of proxy enclosed and which is not marked as to a particular item
will be voted for the election of the Class I director, for the increase in the
number of shares issuable under the Company's 1999 Stock Plan, for the
confirmation of the appointment of the designated independent auditors and, as
the proxy holders deem advisable, on other matters that may come before the
meeting, as the case may be, with respect to the items not marked.
If a broker indicates on the enclosed proxy or its substitute that it does
not have discretionary authority as to certain shares to vote on a particular
matter, those shares will not be considered as present with respect to that
matter. The Company believes that the tabulation procedures to be followed by
the Inspector are consistent with the general statutory requirements in Delaware
concerning voting of shares and determination of a quorum.
DEADLINE FOR RECEIPT OF STOCKHOLDER PROPOSAL
Stockholder proposals which are intended to be presented at the Company's
2001 Annual Meeting must be received by the Company no later than January 24,
2001 in order to be included in the proxy statement and form of proxy for that
meeting.
4
<PAGE>
PROPOSAL NO. 1--ELECTION OF DIRECTORS
DIRECTORS AND NOMINEES FOR DIRECTOR
Pursuant to the Company's Certificate of Incorporation and Bylaws, the
Company's Board of Directors currently consists of five (5) persons, divided
into three (3) classes serving staggered terms of three (3) years. Currently
there is one (1) director in Class I, two (2) directors in Class II and two
(2) directors in Class III. One Class I director is to be elected at the Annual
Meeting, leaving two (2) vacancies on the Board of Directors among the Class I
directors. Although two (2) vacancies will remain among the Class I directors
following the Annual Meeting, the form of proxy delivered with this Proxy
Statement cannot be voted for a greater number of persons than the number of
nominees named therein. The Company is currently conducting a search for
suitable candidates for the vacant Class I positions. The Class II and
Class III directors will be elected at the Company's 2001 and 2002 Annual
Meetings of Stockholders, respectively. The Class I director elected at the
Annual Meeting will hold office until the 2003 Annual Meeting of Stockholders or
until her successor has been duly elected and qualified.
In the event that any such person becomes unavailable or declines to serve
as a director at the time of the Annual Meeting, the proxy holders will vote the
proxies in their discretion for any nominee who is designated by the current
Board of Directors to fill the vacancy. It is not expected that the nominee will
be unavailable to serve.
NOMINEE FOR ELECTION AT THE ANNUAL MEETING
The following table sets forth information concerning the nominee for
election as a Class I director at the Annual Meeting, including information as
to such nominee's age as of the Record Date, position with the company and
business experience.
<TABLE>
<CAPTION>
NAME OF NOMINEE AGE POSITION/PRINCIPAL OCCUPATION
- --------------- -------- ------------------------------------------
<S> <C> <C>
Venetia Kontogouris (1)(2)................ 48 Director
</TABLE>
- ------------------------
(1) Member of Audit Committee
(2) Member of Compensation Committee
VENETIA KONTOGOURIS has served on Viant's Board of Directors since
June 1996. From November 1999, Ms. Kontogouris has served as the Managing
Director of Trident Capital, a venture capital firm and since July 1997, has
served as the President of Enterprise Associates, LLC, the venture capital unit
of IMS Health, an information solutions provider to the pharmaceutical and
healthcare industries. From July 1997 to present, Ms. Kontogouris has also
served as a Senior Vice President of Cognizant Corporation, a venture capital
interest. From 1992 to July 1997, Ms. Kontogouris was a Senior Vice President
with The Dun & Bradstreet Corporation, a business services company.
Ms Kontogouris serves on the Board of Directors of Cognizant Technology
Solutions Corporation, an information technology consulting company and several
private companies. Ms. Kontogouris holds a BA from Northeastern University and
an MBA from the University of Chicago.
VOTE REQUIRED
The nominee receiving the highest number of affirmative votes of the shares
entitled to vote on this matter shall be elected as the Class I director.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE
FOR THE ELECTION OF THE NOMINEE LISTED ABOVE
5
<PAGE>
INCUMBENT DIRECTORS WHOSE TERMS OF OFFICE CONTINUE AFTER THE ANNUAL MEETING
The following table sets forth information concerning the directors whose
terms of office continue after the Annual Meeting, including information as to
each director's age as of the Record Date, position with the Company and
business experience.
<TABLE>
<CAPTION>
NAME OF NOMINEE AGE POSITION/PRINCIPAL OCCUPATION
- --------------- -------- ------------------------------------------
<S> <C> <C>
CLASS II DIRECTORS
William H. Davidow (1)(2)................. 65 Chairman of the Board, Director
Kevin W. English.......................... 47 Director
CLASS III DIRECTORS
Robert L. Gett............................ 49 President and Chief Executive Officer
William E. Kelvie......................... 52 Director
</TABLE>
- ------------------------
(1) Member of Audit Committee
(2) Member of Compensation Committee
ROBERT L. GETT has served as President and Chief Executive Officer and
director of Viant since November 1996. From August 1990 to October 1996,
Mr. Gett was the President-North America and was on the Board of Directors for
Cambridge Technology Partners (Massachusetts), Inc., a technology consulting and
systems integration firm. From April 1988 to July 1990, Mr. Gett was President
of Fidelity Software Development Company, a subsidiary of Fidelity Investments,
a financial services company. From January 1982 to March 1988, Mr. Gett served
as Managing director and Chief Information Officer of Smith Barney, Inc., a
financial services company. Mr. Gett currently serves on the Board of Directors
of Optika, Inc., an imaging and document management software company. Mr. Gett
holds a BS in Mathematics from Indiana University of Pennsylvania and an MS in
Technology Management from American University.
WILLIAM H. DAVIDOW has served as the Chairman of Viant's Board of Directors
since July 1997. From May 1985 to the present, he has served as a General
Partner of Mohr, Davidow Ventures, a venture capital firm. Mr. Davidow is
currently serving on the Board of Directors of Rambus, Inc., Power
Integrations, Inc., and The Vantive Corporation. Mr. Davidow holds a BS and MS
in electrical engineering from Dartmouth College and a PhD in electrical
engineering from Stanford University.
KEVIN W. ENGLISH has served on Viant's Board of Directors since April 1999.
From October 1998 to November 1999, Mr. English has served as Chief Executive
Officer and President of TheStreet.com. Mr. English was Chairman of the Board of
the TheStreet.com from December 1998 to November 1999. Before joining
TheStreet.com, Mr. English served as Vice President and General Manager of the
Nexis Enterprise Group, a division of Lexis-Nexis, from February 1998 to
October 1998. From September 1997 to February 1998, Mr. English directed an
advertiser remediation and recompense program for the Reed Travel Group, a
wholly-owned subsidiary of ReedElsevier, and reported to the chairman of
ReedElsevier, the parent company of Lexis-Nexis. Mr. English served as Vice
President of Sales and Marketing of Lexis-Nexis from May 1995 to September 1997
and as a Senior Director from 1994 to May 1995. Mr. English holds a BA in
history from Stonehill College.
WILLIAM E. KELVIE has served on Viant's Board of Directors since June 1999.
Mr. Kelvie has also served as a director of HomeStore since August 1998. He is
the Executive Vice President and Chief Information Officer responsible for
information technology systems at Fannie Mae, including its technology business
and its internal systems. Mr. Kelvie joined Fannie Mae in November 1990 as
Senior Vice President and Chief Information Officer and became Executive Vice
President in
6
<PAGE>
November 1992. Prior to his tenure at Fannie Mae, Mr. Kelvie was a partner with
Nolan, Norton & Company, a management consulting company specializing in
information technology strategies and plans and served in various capacities
with The Dexter Corporation, a specialized manufacturing company, and The
Travelers, an insurance and financial services company. Mr. Kelvie received a BS
in English literature from Tufts University and an MS in English literature from
Trinity College.
There are no family relationships among any executive officer or director of
the Company.
SECURITY OWNERSHIP
The following table sets forth the beneficial ownership of the Company's
common stock as of the Record Date (i) be each of the executive officers named
in the table under "Executive Compensation--Summary Compensation Table,"
(ii) by each director and nominee, (iii) by all current directors and executive
officers as a group and (iv) by all persons known to the Company, based on
statements filed by such persons pursuant to Section 13(d) or 13(g) of the
Securities and Exchange Act of 1934, as amended to be the beneficial owners of
more that 5% if the Company's common stock. The column entitled "Options"
consists of shares of common stock subject to options exercisable or currently
exercisable within 60 days of the Record Date, which are deemed to be
outstanding for the purpose of computing the percentage ownership of the person
holding the options. Unless indicated otherwise below, each stockholder named in
the table has sole voting and investment power of the shares beneficially owned,
subject to community property laws.
<TABLE>
<CAPTION>
PERCENTAGE OF
NUMBER OF SHARES
NAME OF PERSON OR ENTITY SHARES OPTIONS OUTSTANDING
- ------------------------ ---------- --------- --------------
<S> <C> <C> <C>
5% Stockholders
Mohr, Davidow Ventures(1)............................ 3,214,478 -- 6.9%
Kleiner Perkins Caufield & Byers(2).................. 2,498,657 -- 5.3%
Putnam Investments(3)................................ 12,177,980 -- 26.0%
Robert L. Gett....................................... 3,258,216 886,670 8.7%
Executive Officers and Directors
Robert L. Gett....................................... 3,258,216 886,670 8.7%
M. Dwayne Nesmith.................................... 202,000 32,000 *
Ben Levitan.......................................... 2,000 -- *
Robbie O. Vann-Adibe................................. 428,200 917,896 2.8%
Richard J. Chavez.................................... 200,000 20,000 *
Timothy A. Andrews................................... -- 137,500 *
Christopher Newell................................... -- 25,000 *
Diane M. Hall........................................ 90,000 82,500 *
Mark G. Leiter....................................... -- -- *
Sherwin A. Uretsky................................... 23,000 92,000 *
Tara Knowles......................................... -- -- *
Venetia Kontogouris.................................. 15,840 20,000 *
William H. Davidow(4)................................ 3,431,705 -- 7.3%
Kevin W. English..................................... 2,400 20,000 *
William E. Kelvie.................................... -- 20,000 *
All directors and executive officers as a group
(15 persons)....................................... 7,653,361 2,253,566 20.1%
</TABLE>
- ------------------------
* Less than 1% of the outstanding shares of common stock.
(1) Consists of 3,186,146 shares held of record by Mohr, Davidow Ventures IV,
L.P. and 28,332 shares held of record by MDV IV Entrepreneurs' Network Fund,
L.P., an affiliated fund of Mohr, Davidow Ventures. William Davidow,
Jonathan Feiber, Nancy Schoendorf, George Zachary and
7
<PAGE>
Lawrence Mohr, are General Partners of Mohr Davidow Ventures and all parties
disclaim beneficial ownership of the 3,186,146 shares held by Mohr, Davidow
Ventures except to the extent of each parties respective pecuniary interest
therein. The address of Mohr, Davidow Ventures is 2775 Sand Hill Road, Suite
240, Menlo Park, California 94025.
(2) Consists of 1,948,319 shares held of record by Kleiner Perkins Caufield &
Byers VIII, 531,352 shares held of record by KPCB Java Fund and 9,680 shares
held of record by KPCB VII Founders Fund, affiliated funds of KPCB VIII
Associates, L.P., and 9,306 shares held of record by KPCB Information
Sciences Zaibatsu Fund II, an affiliated fund of KPCB VII Associates, L.P.
Vinod Khosla, Brook Byers, Kevin Compton, John Doerr, William Hearst III,
Joseph Lacob and Douglas Mackenzie each are General Partners of each of KPCB
VIII Associates, L.P. and KPCB VII Associates, L.P. All of the above named
individuals disclaim beneficial ownership of the shares held by these funds
except to the extent of each parties respective pecuniary interest therein.
The address for Kleiner Perkins Caufield & Byers is 2750 Sand Hill Road,
Menlo Park, California 94025.
(3) Consists of 6,088,990 shares held of record by Putnam Investments, Inc., of
which 11,800 of such shares have shared voting power, and 5,920,919 shares
held of record by Putnam Investment Management, Inc., of which 3,524,200
shares are held by Putnam OTC & Emerging Growth Fund and 168,071 shares held
of record by The Putnam Advisory Company, Inc., of which 11,800 of such
shares have shared voting power. The address for Putnam Investments, Inc.,
Putnam Investment Management, Inc. and The Putnam Advisory Company, Inc., is
One Post Office Square, Boston, Massachusetts 02109.
(4) Consists of 22,431 shares held by Mr. Davidow, 106,963 shares held by the
Chachagua Partnership, of which Mr. Davidow is a partner, 87,833 shares held
by the Davidow Trust, over which Mr. Davidow has dispositive control and
3,214,478 shares held by Mohr, Davidow Ventures and its affiliated funds,
2775 Sand Hill Road, Suite 240, Menlo Park, California 94025. William
Davidow, is a General Partner of Mohr Davidow Ventures and disclaims
beneficial ownership of the 3,214,478 shares held by Mohr, Davidow Ventures
except to the extent of his pecuniary interest therein.
CERTAIN TRANSACTIONS
Between the dates of November 4, 1998 and February 1, 1999 Viant sold an
aggregate of 3,168,704 shares of Series D preferred stock at a price of $6.39
per share. These shares converted on a 1:1 basis upon the closing of our initial
public offering on June 23, 1999. The following directors, executive officers,
holders of more than 5% of a class of voting securities and members of such
person's immediate families purchased shares of Series D Preferred Stock:
<TABLE>
<CAPTION>
PURCHASER (1) SHARES OF SERIES D PREFERRED STOCK
- ------------- ----------------------------------
<S> <C>
Mohr, Davidow Ventures (2)(3) 283,328
Kleiner Perkins Caufield & Byers (2) 186,155
</TABLE>
- ------------------------
(1) See notes to table of beneficial ownership in "Principal and Selling
Stockholders" for information relating to the beneficial ownership of such
shares.
(2) A holder of more than 5% of a class of Viant's voting securities.
(3) Entity affiliated with William H. Davidow, Chairman of Viant's board of
directors. The shares listed are owned by Mohr, Davidow Ventures IV.
Mr. Davidow is a General Partner of Fourth MDV Partners, the General Partner
of Mohr, Davidow Ventures IV. Mr. Davidow disclaims beneficial ownership of
the shares listed except with respect to his proportionate partnership
interest in them.
8
<PAGE>
Viant has entered into indemnification agreements with each of its directors
and officers. Such indemnification agreements require us to indemnify such
individuals to the fullest extent possible under Delaware law.
We believe that all transactions between Viant and its officers, directors,
principal stockholders and other affiliates have been and will be on terms no
less favorable to us than could be obtained from unaffiliated third parties.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Prior to establishing the Compensation Committee, the Board of Directors as
a whole performed the functions delegated to the Compensation Committee. No
member of the Board of Directors or the Compensation Committee serves as a
member of the Board of Directors or Compensation Committee of any entity that
has one or more executive officers serving as a member of our Board of Directors
or Compensation Committee.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires the Company's officers and
directors, and persons who own more then ten percent of a registered class of
the Company's equity securities, to file reports of ownership on Form 3 and
changes in ownership on Form 4 and Form 5 with the SEC. Such officers, directors
and 10% Stockholders are also required by SEC rules to furnish the Company with
copies of all Section 16(a) forms they file. During the fiscal year ended
December 31, 1999, the following individuals filed late Forms 3, 4, or 5;
Venetia Kontogouris, Ben Levitan, Mark Leiter, Sherwin Uretsky, Kevin English,
Chirag Patel, and Michael McFarland.
BOARD OF DIRECTORS MEETINGS & COMMITTEES
The Board of Directors of the Company held a total of 11 meetings during
1999. The Board of Directors established an Audit Committee and Compensation
Committee in April 1999. The Board of Directors does not have a nominating
committee or a committee performing such a function.
The Audit Committee, which currently consists of directors William H.
Davidow and Venetia Kontogouris, met 4 times during 1999. The Audit Committee
meets with the Company's independent accountants to review the adequacy of the
Company's internal control system and financial reporting procedures, reviews
the general scope of the Company's annual audit and reviews and monitors the
services provided by the Company's independent accountants.
The Compensation Committee, which currently consists of directors William H.
Davidow and Venetia Kontogouris, met 5 times during fiscal year 1999. The
Compensation Committee sets the level of compensation of executive officers and
advises management with respect to compensation levels for key employees. The
Compensation Committee administers the Company's Stock Option Plans and the
Employee Stock Purchase Plan.
No director, other than Kevin English, attended less than 75% of the total
meetings of the Board of Directors or the total number of meetings held by all
committees of the Board of Directors on which such director served.
DIRECTORS COMPENSATION
We do not currently compensate our directors in cash for their service as
members of the Board of Directors, although we reimburse our directors for
expenses in connection with attendance at Board of Director and compensation
committee meetings. Under our stock option plan, directors are eligible to
receive stock option grants at the discretion of the Board of Directors or other
administrator of the plan. During 1999, the Board of Directors granted options
to purchase 20,000 shares of the Company's
9
<PAGE>
common stock to William H. Davidow, Venetia Kontogouris, William E. Kelvie, and
Kevin W. English, respectively, at an exercise price per share of $4.50.
EXECUTIVE COMPENSATION
The following table sets forth all compensation awarded, earned or paid to
the Company's Chief Executive Officer, and the Company's four other most highly
compensated executive officers who were serving as executive officers at the end
of fiscal year 1999, for services rendered by each person in all capacities to
the Company during the fiscal years 1997, 1998 and 1999. This information
includes the dollar value of base salaries and bonus awards, the number of stock
options granted and certain other compensation, if any, whether paid or
deferred. The Company does not grant stock appreciation rights ("SARs") and has
no long-term compensation benefits other than options.
10
<PAGE>
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
AWARDS
ANNUAL ------------
COMPENSATION SECURITIES
------------------------- UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS OPTIONS COMPENSATION
- --------------------------- -------- ----------- ----------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Robert Gett, 1999 $174,230.81 $245,000.00 -- $ --
President and Chief 1998 123,077.00 100,000.00 -- --
Executive Officer, and Director 1997 125,000.16 -- -- --
Timothy A. Andrews, 1999 267,998.85 149,543.36 40,000 --
Vice President and Chief Technology 1998 109,000.00 39,240.00 -- --
Officer 1997 -- -- -- --
Richard J. Chavez, 1999 221,442.40 137,294.29 54,000 10,000.00(1)
Vice President and Chief Strategy 1998 210,073.00 51,282.00 -- 35,000.00(2)
Officer 1997 131,250.00 30,000.00 -- --
Sherwin A. Uretsky, 1999 190,030.82 141,382.93 62,000 --
Vice President and Chief Business 1998 158,538.00 49,683.00 10,000 --
Development Officer 1997 56,250.00 -- -- --
Diane M. Hall, 1999 175,538.42 136,042.28 78,000 --
Vice President and Chief People 1998 136,250.00 35,970.00 -- --
Officer 1997 87,083.27 15,000.00 -- --
</TABLE>
- ------------------------
(1) Represents Company's forgiveness of one-quarter of the principal amount of
an outstanding loan from an agreement dated March 1998.
(2) Represents a relocation bonus paid in March 1998.
On November 4, 1996, Viant and L. Gett entered into a Key Employee
Agreement. Under the terms of Viant's Key Employee Agreement, Mr. Gett's
employment with Viant shall last until the earlier of (i) Mr. Gett's death,
(ii) disability lasting 270 days, (iii) 30 days after written notice from
Mr. Gett terminating the Agreement or (iv) 30 days after written notice by
Viant, with or without cause, terminating the Agreement. Mr. Gett's base salary
as of the date of the Agreement is $10,416.67 per month. As of June 30, 1997,
Mr. Gett was eligible to receive a performance bonus determined by the Board of
Directors, targeted between $100,000 and $200,000. Mr. Gett is eligible to
receive deferred bonus, pension, group medical insurance, profit sharing and
other benefits in place from time to time. If Mr. Gett's employment is
terminated by Viant without cause, Viant has agreed to continue to pay
Mr. Gett's salary for a period of one year from the date of such termination.
Mr. Gett will also continue to receive the same employee benefits which he had
as an employee until the earlier of: (1) one year from the date of such
termination, and (2) the date on which Mr. Gett is re-employed.
CHANGE OF CONTROL AGREEMENTS
Viant has granted an option to Robert L. Gett that provides for accelerated
vesting of option shares upon a "change of control", which, in general terms,
would occur upon the closing of either (i) an acquisition in which the Company
is not the continuing or surviving entity after the acquisition or (ii) a
transaction or series of transactions or issuance or series of issuances in
which ownership of more than 50% of the voting shares are transferred, except
for the issuance of shares in the Company's initial public offering.
11
<PAGE>
OPTION GRANTS IN THE LAST FISCAL YEAR
The following table sets forth each grant of stock options made during the
fiscal year ended December 31, 1999 to each executive officer named in the
Summary Compensation Table above. In accordance with the rules of the Securities
and Exchange Commission, the table sets forth hypothetical gains of "option
spreads" that would exist for the options at the end of their respective
ten-year terms based on assumed annualized rates of compound stock price
appreciation of 5% and 10% from the dates the options were granted to the end of
the respective terms. These amounts do not represent the Company's estimate of
future stock prices. Actual gains, if any, on option exercises are dependent on
the future performance of the Company's common stock and overall market
conditions. There can be no assurance that the potential realized values shown
in this table will be achieved.
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
------------------------------ POTENTIAL REALIZABLE
NUMBER OF VALUE AT ASSUMED
SECURITIES ANNUAL RATES OF STOCK
UNDERLYING % OF TOTAL PRICE APPRECIATION
OPTIONS OPTIONS FOR OPTION TERM
GRANTED GRANTED IN EXERCISE OR BASE ---------------------
NAME # (1) FISCAL 1999 PRICE $/SHARE EXPIRATION DATE 5% ($) 10% ($)
- ---- ---------- ----------- ---------------- --------------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
Robert L. Gett, President and
Chief Executive Officer, and
Director.................... -- --% $ -- -- $ -- $ --
Timothy A. Andrews, Vice
President and Chief
Technology Officer.......... 40,000 0.55% 2.38 01/19/2009 154,745 246,406
Richard J. Chavez, Vice
President and Chief Strategy
Officer..................... 54,000 0.74% 2.38 01/19/2009 208,906 332,647
Sherwin A. Uretsky, Vice
President and Chief Business
Development Officer......... 62,000 0.85% 2.38 01/19/2009 239,855 381,929
Diane M. Hall, Vice President
and Chief People Officer.... 78,000 1.07% 2.38 01/19/2009 301,753 480,491
</TABLE>
- ------------------------
(1) The options shown in the table were granted pursuant to the Company's 1999
Stock Option Plan. They were granted at fair market value and will expire
ten years from the date of grant. Options granted under Viant's 1999 Stock
Option Plan will generally vest over four years, with 25% of the shares
vesting after one year and the remaining shares vesting in installments
based on full calendar quarters over the next 36 months
AGGREGATE OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION VALUES
The following table describes for the named executive officers their option
exercises for the fiscal year ended December 31, 1999, and exercisable and
unexercisable options held by them as of December 31, 1999.
The "Value of Unexercised In-the-Money Options at Fiscal Year-End" is based
on a value of $99.00 per share, the fair market value of our common stock as of
December 31, 1999, and which was the closing price of our common stock on
December 31, 1999, as reported on the NASDAQ stock market, less the per share
exercise price, multiplied by the number of shares issued upon exercise of the
option. All options were granted under our 1996 and 1999 Stock Option Plans.
Typically, the shares
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<PAGE>
vest over four years, with 25% of the shares vesting one year after the grant
date and the remaining shares vesting ratably each quarter thereafter.
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED IN-THE-
OPTIONS AT FISCAL MONEY OPTIONS AT FISCAL
YEAR-END YEAR-END (1)
--------------------------- -----------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- ----------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Robert L. Gett, President and Chief
Executive Officer, and Director (2)....... 506,664 380,006 $25,016,535 $18,762,796
Timothy A. Andrews, Vice President and Chief
Technology Officer........................ 112,500 315,000 5,428,125 15,153,750
Richard J. Chavez, Vice President and Chief
Strategy Officer.......................... 200,000 154,000 9,875,000 7,482,250
Sherwin A. Uretsky, Vice President and Chief
Business Development Officer.............. 97,000 152,000 4,749,063 7,328,938
Diane M. Hall, Vice President and Chief
People Officer............................ 65,000 163,000 3,198,438 7,858,563
</TABLE>
- ------------------------
(1) These values have not been, and may never be, realized. These values are
based on the positive spread between the respective exercise prices of
outstanding options and the closing price of the Company's common stock on
December 31, 1999.
(2) These options are immediately exercisable in full at the date of grant, but
shares purchased on exercise of unvested options are subject to a repurchase
right in favor of Viant that entitles us to repurchase unvested shares at
their original exercise price on termination of the employee's services with
Viant. The repurchase right lapses as to 25% of the shares subject to the
option on November 4, 1996, 25% on November 4, 1997 and the balance, ratably
by calendar quarter, over the next three years.
REPORT OF THE COMPENSATION COMMITTEE REGARDING EXECUTIVE COMPENSATION
REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors is responsible for
reviewing the Company's overall compensation policies and, with the input of the
Company's Chief People Officer, setting the compensation of the Company's
executive officers. Throughout 1999, the Compensation Committee was comprised
solely of two non-employee directors, William Davidow and Venetia Kontogouis.
COMPENSATION PHILOSOPHIES AND GOALS
The Company's executive compensation program for 1999, which consisted of a
combination of base salary, cash bonuses and stock options, is designed in large
part to align executive incentives with the Company's strategic goals.
Accordingly, a significant portion of the total cash compensation of the
Company's executives is directly linked to the Company's and the executive's
satisfaction of specified goals. By tying compensation to the achievement of the
Company's core objectives and fundamental values, the Company believes that a
performance-oriented environment is created for its executives and other
employees.
The Company's executive compensation program for 1999 was also intended to
align executive and stockholder interests by providing executives with an equity
interest in the Company through the granting of stock options. The Chief People
Officer recommended the size of the option grant to the Compensation Committee
for approval. The Compensation Committee based its review of such recommended
grants on various factors, including the executive's responsibilities, the
executive's past,
13
<PAGE>
present and expected contributions to the Company and the executive's current
stock and option holdings.
In addition to structuring its executive compensation program in a manner
that will reward executives for the achievement of the Company's business
objectives as well as for individual performance, the Company also seeks to
attract and retain key executives through its compensation program.
COMPENSATION IN FISCAL 1999 CASH COMPENSATION
In keeping with the Company's desire to create a performance-oriented
environment through its compensation programs, the bonus component is a
significant percentage of the overall cash compensation payable to the Company's
executive officers. For 1999, the Compensation Committee determined base
salaries of the executive officers. The Company has adopted one consistent bonus
plan for all employees in 1999, which covered the executive officers and other
senior management of the Company. Under this bonus plan, the Chief People
Officer recommended the target amount of bonus compensation payable to each
participant for the year to the Compensation Committee for approval. Each
participant's actual bonus compensation was determined based on the Company's
and the participant's, as the case may be, achievement of specified goals in
five key measurement areas:
CLIENT SATISFACTION
Depending on a participant's role in the Company, 15 to 25 percent of each
participant's bonus compensation was based on an independent measurement of
client satisfaction, executed by an outside party on behalf of the Company.
FINANCIAL PERFORMANCE.
Depending on a participant's role in the Company, 15 to 50 percent of a
participant's bonus compensation was based on the Company's satisfaction of
financial goals established by the Company. The Company established financial
targets relating to revenue and gross margin, and each participant was entitled
to receive a specified percentage from zero to 160 percent of the bonus
compensation allocable to the specific financial goal, depending on the
Company's actual financial achievement of each goal.
CONTRIBUTION TO VIANT'S CORE VALUES.
Depending on the participant's role in the Company, 15 to 33 percent of the
participant's bonus compensation was based on their contribution (or
demonstration) of Viant's core values with all stakeholders including clients,
team members, partners and board of directors.
All employees are measured throughout the year utilizing a 360-degree
feedback process on their contributions to Viant's 8 core values: Excellence,
Innovation, Can-Do-Spirit, Teamwork, Sharing & Learning, Courage, Empowerment,
Speed & Flexibility. Each participant was entitled to receive a specified
percentage from zero to 120 percent of the bonus compensation allocation to the
specific core value, depending on the individual's achievement.
ORGANIZATION.
Depending on a participant's role in the Company, zero to 60 percent of a
participant's bonus compensation was based on the achievement of specified
organizational goals to be met on a Company and individual participant basis.
The Company established organizational goals relating to hiring and retention of
employees, office morale and growth and leadership development of others.
14
<PAGE>
PROFESSIONAL GROWTH AND DEVELOPMENT.
Depending on a participant's role in the Company, 10 to 60 percent of a
participant's bonus compensation was based on the achievement of professional
growth and development goals set by the individual and his or her immediate
supervisor at the beginning of each quarter of the year.
In February 2000, the Compensation Committee reviewed the Company's and each
executive officer's performance against the objective criteria described above.
Based on this review, and in accordance with the criteria described above, bonus
payments were approved to each executive officer ranging from approximately 124%
to 194% of his or her full target bonus.
The weighting of each of the above five key measurements varied for each
participant, depending on his or her role in the Company. The achievement of
these goals were measured on a Company-wide or individual basis, depending on
the specific goal.
COMPENSATION OF CHIEF EXECUTIVE OFFICER
Mr. Gett's 1999 base salary was increased from $125,000 to approximately
$175,000. His increased base salary was the result of Mr. Gett's strong
accomplishments in the five key measurements set forth above, and, in addition,
to his contributions, which exceeded our expectations, to Viant's overall
physical and core business expansion and to the establishment of the Company's
plans for its future business operations, which included the Company's
successful, near-term, transition to a public company. In determining
Mr. Gett's bonus, we not only considered the factors described above and the
level of success as to each one,but we also took into consideration the
Company's financial performance with respect to revenue growth, gross margin (in
comparison to the gross margins of the Company's competitors), and the ongoing
development of the Company. Taking all of these factors into account, we awarded
Mr. Gett a cash bonus of $245,000 for his performance during 1999. The cash
bonus was paid during the first quarter of 2000.
INCENTIVE COMPENSATION
During 1999 the Named Executive Officers received options to purchase an
aggregate of 234,000 shares of common stock at a weighted average exercise price
of $2.38 per share, as indicated in the Option Grants in Last Fiscal Year table.
THE FOREGOING COMPENSATION COMMITTEE REPORT SHALL NOT BE DEEMED TO BE
"SOLICITING MATERIAL" OR TO BE "FILED" WITH THE SEC, NOR SHALL SUCH INFORMATION
BE INCORPORATED BY REFERENCE INTO ANY FUTURE FILING UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"), OR THE EXCHANGE ACT, EXCEPT TO THE
EXTENT THE COMPANY SPECIFICALLY INCORPORATES IT BY REFERENCE INTO SUCH FILING.
COMPLIANCE WITH SECTION 162(M) OF THE INTERNAL REVENUE CODE OF 1986
The Company intends to comply with the requirements of Section 162(m) of the
Internal Revenue Code of 1986, as amended (the "Code"), which imposes a limit on
tax deductions for annual compensation in excess of one million dollars paid by
a corporation to its chief executive officer and the other four most highly
compensated executive officers of a corporation. None of the compensation paid
by the Company in fiscal 1999 was subject to the limitation on deductibility.
The Compensation Committee will continue to assess the impact of Section 162(m)
of the Code on its compensation practices and determine was further action, if
any, is appropriate.
Respectfully submitted,
THE COMPENSATION COMMITTEE
William H. Davidow
Venetia Kontogouris
15
<PAGE>
PROPOSAL NO. 2
INCREASE IN NUMBER OF SHARES AUTHORIZED
UNDER THE COMPANY'S 1999 STOCK PLAN
The Company's Board of Directors and stockholders have previously adopted
and approved the 1999 Stock Plan (the "Stock Plan"). A total of 9,737,858 shares
of common stock have been reserved for issuance under the Stock Plan, of which
2,628,676 shares were available for future grant as of the Record Date,
provided, however, that an additional 1,878,180 shares have become available for
future grant pursuant to the terms of the Stock Plan. In April 2000, the Board
of Directors authorized an amendment to the Stock Plan, subject to stockholder
approval, to increase the shares reserved for issuance thereunder by 4,500,000,
bringing the total number of shares issuable under the Stock Plan to 16,070,038
of which 7,420,610 are currently subject to outstanding option grants.
At the Annual Meeting, the stockholders are being requested to consider and
approve the proposed amendment of the Stock Plan to increase the number of
shares of common stock reserved for issuance thereunder. A vote for the
amendment of the Stock Plan will constitute approval of the proposed increase in
the number of shares authorized for issuance under the Stock Plan.
The Board of Directors believes that the amendment is necessary to enable
the Company to, among other things, continue its policy of employee stock
ownership as a means to motivate high levels of performance and to recognize key
employee accomplishments. A summary of the Stock Plan is set forth below.
SUMMARY OF THE STOCK PLAN
GENERAL. The Stock Plan was originally adopted by the Board of Directors
(the "Board") in January 1999 and initially approved by the stockholders in
April 1999, with subsequent amendments being approved by Board and the
stockholders in June 1999. The Stock Plan authorizes the Board, or one or more
committees which the Board may appoint from among its members (the "Committee"),
to grant options and rights to purchase common stock. Options granted under the
Stock Plan may be either "incentive stock options" as defined in Section 422 of
the Internal Revenue Code of 1986, as amended (the "Code"), or nonstatutory
stock options, as determined by the Board or the Committee.
PURPOSE. The general purpose of the Stock Plan is to attract and retain the
best available personnel for positions of substantial responsibility, to provide
additional incentive to employees, directors and consultants and to promote the
success of the Company's business.
ADMINISTRATION. The Stock Plan may be administered by the Board or the
Committee. Subject to the other provisions of the Stock Plan, the administrator
has the authority: (i) to determine the fair market value of the Company's
common stock; (ii) to select the service providers (employees, directors or
consultants) to whom options and stock purchase rights may be granted under the
Stock Plan; (iii) to determine the number of shares of common stock to be
covered by each option and stock purchase right granted under the Stock Plan;
(iv) to approve forms of agreement for use under the Stock Plan; (v) to
determine the terms and conditions, not inconsistent with the terms of the Stock
Plan, of any option or stock purchase right granted under the Stock Plan,
including the exercise price, the time or times when options or stock purchase
rights may be exercised (which may be based on performance criteria), any
vesting acceleration or waiver of forfeiture restrictions, and any restriction
or limitation regarding any option or stock purchase right or the shares of
common stock relating thereto, based in each case on such factors as the
administrator of the Stock Plan, in its sole discretion, shall determine;
(vi) to reduce the exercise price of any option or stock purchase right to the
then current fair market value if the fair market value of the common stock
covered by such option or stock purchase right shall have declined since the
date the option or stock purchase right was granted; (vii) to institute an
option exchange program; (viii) to construe and interpret the terms of the Stock
Plan and awards granted pursuant to the Stock Plan; (ix) to prescribe, amend and
rescind rules and
15
<PAGE>
regulations relating to the Stock Plan, including rules and regulations relating
to sub-plans established for the purpose of qualifying for preferred tax
treatment under foreign tax laws; (x) to modify or amend any option or stock
purchase right (subject to certain provisions of the Stock Plan), including the
discretionary authority to extend the post-termination exercisability period of
options longer than is otherwise provided for in the Stock Plan; (xi) to allow
optionees to satisfy withholding tax obligations by electing to have the Company
withhold from the shares to be issued upon exercise of an option or stock
purchase right that number of shares having a fair market value equal to the
amount required to be withheld; (xii) to authorize any person to execute on
behalf of the Company any instrument required to effect the grant of an option
or stock purchase right previously granted by the administrator; and (xiii) to
make all other determinations deemed necessary or advisable for administering
the Stock Plan.
The Compensation Committee has authorized the Chief Executive Officer of the
Company to make initial option grants of up to 30,000 shares to new employees.
The Chief Executive Officer has authority to grant such options to new employees
who do not report directly to him; the Chief Financial Officer's approval is
required to grant such options to new employees who report directly to the Chief
Executive Officer. The Chief Executive Officer and Chief Financial Officer
report to the Compensation Committee with regard to such matters.
ELIGIBILITY. The Stock Plan provides that options and rights may be granted
to the Company's employees, directors and consultants. Incentive stock options
may be granted only to employees. Any optionee who owns more than 10% of the
voting power of all classes of outstanding stock of the Company (a "10%
Stockholder") is not eligible for the grant of an incentive stock option unless
the exercise price of the option is at least 110% of the fair market value of
the common stock on the date of grant.
PERFORMANCE-BASED COMPENSATION LIMITATIONS. No employee, director or
consultant shall be granted, in any fiscal year of the Company, options to
purchase more than 1,000,000 shares of common stock. In connection with his or
her initial service to the Company, an employee, director or consultant may be
granted options to purchase up to an additional 1,000,000 shares, which do not
count against the 1,000,000 share limit. The foregoing limitations, which shall
be adjusted proportionately in connection with any change in the Company's
capitalization, is intended to satisfy the requirements applicable to options
intended to qualify as "performance-based compensation" within the meaning of
Section 162(m) of the Code. In the event that the Administrator determines that
such limitation is not required to qualify options as performance-based
compensation, the Administrator may modify or eliminate such limitation.
TERMS AND CONDITIONS OF OPTIONS. Each option granted under the Stock Plan
is evidenced by a written stock option agreement between the optionee and the
Company and is subject to the following terms and conditions:
(a) EXERCISE PRICE. The Board or the Committee determines the exercise price
of options to purchase shares of common stock at the time the options are
granted. However, excluding options issued to 10% Stockholders, the exercise
price under an incentive stock option must not be less than 100% of the fair
market value of the common stock on the date the option is granted. As the
Company's common stock is listed on the Nasdaq National Market, the fair market
value shall be the closing sales price of the common stock (or the closing bid
if no sales were reported) on the date the option is granted.
(b) FORM OF CONSIDERATION. The means of payment for shares issued upon
exercise of an option is specified in each option agreement and generally may be
made by cash, check, promissory note, other shares of common stock of the
Company owned by the optionee, consideration received by the Company under a
formal cashless exercise program adopted by the Company, a reduction in the
amount of any Company liability to the Optionee, or by a combination of such
methods.
16
<PAGE>
(c) EXERCISE OF THE OPTION. Each stock option agreement specifies the term
of the option and the date when the option is to become exercisable. However, in
no event shall an option granted under the Stock Plan be exercised more than
10 years after the date of grant. Moreover, in the case of an incentive stock
option granted to a 10% Stockholder, the term of the option shall be for no more
than five years from the date of grant.
(d) TERMINATION OF EMPLOYMENT. If an optionee ceases for any reason (other
than death or permanent disability) to be a service provider to the Company,
then all options held by such optionee under the Stock Plan expire upon the
earlier of (i) such period of time as is set forth in his or her option
agreement (but not to exceed three months after the termination of his or her
employment in the event of an incentive stock option) or (ii) the expiration
date of the option. The optionee may exercise all or part of his or her option
at any time before such expiration to the extent that such option was
exercisable at the time of termination of employment.
(e) PERMANENT DISABILITY. If an optionee ceases to be a service provider to
the Company as a result of permanent and total disability (as defined in the
Code), then all options held by such optionee under the Stock Plan shall expire
upon the earlier of (i) twelve months after the date of termination of the
optionee's employment or (ii) the expiration date of the option. The optionee
may exercise all or part of his or her option at any time before such expiration
to the extent that such option was exercisable at the time of termination of
employment.
(f) DEATH. If an optionee dies while a service provider to the Company, his
or her option shall expire upon the earlier of (i) twelve months after the
optionee's death or (ii) the expiration date of the option. The executors or
other legal representative or the optionee may exercise all or part of the
optionee's option at any time before such expiration to the extent that such
option was exercisable at the time of death.
(g) TERMINATION OF OPTIONS. Each stock option agreement will specify the
term of the option. Notwithstanding the foregoing, however, the term of any
incentive stock option shall not exceed 10 years from the date of grant. No
options may be exercised by any person after the expiration of its term.
(h) NONTRANSFERABILITY OF OPTIONS. Unless determined otherwise by the
Administrator, during an optionee's lifetime, his or her option(s) shall be
exercisable only by the optionee and shall not be transferable other than by
will or laws of descent and distribution.
(i) VALUE LIMITATION. If the aggregate fair market value of all shares of
common stock subject to an optionee's incentive stock option which are
exercisable for the first time during any calendar year exceeds $100,000, the
excess options shall be treated as nonstatutory options.
(j) OTHER PROVISIONS. The stock option agreement may contain such terms,
provisions and conditions not inconsistent with the Stock Plan as may be
determined by the Board or Committee.
ADJUSTMENT UPON CHANGES IN CAPITALIZATION, CORPORATE TRANSACTIONS. In the
event that the stock of the Company is changed by reason of any stock split,
reverse stock split, stock dividend, recapitalization or other change in the
capital structure of the Company, appropriate proportional adjustments shall be
made in the number and class of shares of stock subject to the Stock Plan, the
number and class of shares of stock subject to any option or stock purchase
right outstanding under the Stock Plan, and the exercise price of any such
outstanding option or stock purchase right. Any such adjustment shall be made
upon approval of the Board and, if required, the stockholders of the Company,
whose determination shall be conclusive. Notwithstanding the above, in
connection with any merger, consolidation, acquisition of assets or like
occurrence involving the Company, each outstanding option and right shall be
assumed or an equivalent option or right substituted by a successor corporation
or a parent or subsidiary of the successor corporation. If the successor
corporation does not assume the options or substitute substantially equivalent
options, then the exercisability of all outstanding options and rights shall be
accelerated. In the event of the proposed dissolution or liquidation of the
Company,
17
<PAGE>
the exercisability of all outstanding options and rights may be accelerated at
the discretion of the Administrator. To the extent they have not been previously
exercised, options shall terminate upon consummation of the action.
AMENDMENT, SUSPENSIONS AND TERMINATION OF THE STOCK PLAN. The Board may
amend, alter, suspend or terminate the Stock Plan at any time; provided,
however, that the Company shall obtain stockholder approval of any amendment to
the extent necessary and desirable to comply with Section 422 of the Code or any
other applicable rule or statute. In any event, the Stock Plan will terminate
automatically in 2009.
FEDERAL TAX INFORMATION. Options granted under the Stock Plan may be either
incentive stock options, as defined in Section 422 of the Code, or nonstatutory
options.
An optionee who is granted an incentive stock option will not recognize
taxable income either at the time the option is granted or upon its exercise,
although the exercise may subject the optionee to the alternative minimum tax.
Upon the sale or exchange of the shares more than two years after grant of the
option and one year after exercising the option, any gain or loss will be
treated as long-term capital gain or loss. If these holding periods are not
satisfied, the optionee will recognize ordinary income at the time of sale or
exchange equal to the difference between the exercise price and the lower of
(i) the fair market value of the shares at the date of the option exercise or
(ii) the sale price of the shares. A different rule for measuring ordinary
income upon such a premature disposition may apply if the optionee is also an
officer, director, or 10% stockholder of the Company. The Company will be
entitled to a deduction in the same amount as the ordinary income recognized by
the optionee. Any gain or loss recognized on such a premature disposition of the
shares in excess of the amount treated as ordinary income will be characterized
as long-term or short-term capital gain or loss, depending on the holding
period.
All other options which do not quality as incentive stock options are
nonstatutory options. An optionee will not recognize any taxable income at the
time a nonstatutory option is granted. However, upon its exercise, the optionee
will recognize taxable income, generally measured as the excess of the then fair
market value of the shares purchased over the purchase price. Any taxable income
recognized in connection with an option exercise by an optionee who is also an
employee of the Company will be subject to tax withholding by the Company. Upon
resale of such shares by the optionee, any difference between the sales price
and the optionee's purchase price, to the extent not recognized as taxable
income as described above, will be treated as long-term or short-term capital
gain or loss, depending on the holding period.
Subject to Section 162(m) of the Code, the Company will be entitled to a tax
deduction in the same amount as the ordinary income recognized by the optionee
with respect to shares acquired upon exercise of a nonstatutory option.
Stock purchase rights are taxed in substantially the same manner as
nonstatutory options.
The foregoing is only a summary of the effect of federal income taxation
upon the optionee and the Company with respect to the grant and exercise of
options under the Stock Plan, does not purport to be complete, and does not
discuss the tax consequences of the optionee's death or the income tax laws of
any municipality, state or foreign country in which an optionee may reside.
VOTE REQUIRED
The approval of the amendment of the Stock Plan requires the affirmative
vote of a majority of the shares of the Company's common stock present and
voting at the Annual Meeting.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE FOR THE AMENDMENT
OF THE 1999 STOCK PLAN SET FORTH ABOVE.
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PROPOSAL NO. 3--RATIFICATION OF APPOINTMENT OF INDEPENDENT
PUBLIC ACCOUNTANTS
The Company has selected PricewaterhouseCoopers, LLP as its principal
independent accountants to perform the audit of the Company's financial
statements for the current fiscal year, and the Stockholders are being asked to
ratify this selection. Representatives of PricewaterhouseCoopers, LLP will be
present at the Annual Meeting, will be given an opportunity to make a statement
at the Annual Meeting if they desire to do so and will be available to respond
to appropriate questions.
VOTE REQUIRED
The affirmative vote of the holders of a majority of the shares of the
Company's common stock present and voting at the Annual Meeting is required to
ratify the appointment of PricewaterhouseCoopers, LLC.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR THE
RATIFICATION OF THE SELECTION OF PRICEWATERHOUSECOOPERS, LLP
PERFORMANCE GRAPH
The following graph compares the cumulative total return to stockholders of
the Company's common stock at December 31, 1999 since June 18, 1999 (the date
the Company first became subject to the reporting requirements of the Exchange
Act) to the cumulative total return over such period of (i) the "Nasdaq Stock
Market (U.S.)" index, and (ii) the "Chase H&Q Information Services" index. The
graph assumes the investment of $100 in the Company's common stock and each of
such indices (from June 18, 1999) and reflects the change in the market price of
the Company's common stock relative to the noted indices at quarterly intervals
from June 18, 1999 to December 31, 1999 (and not for any interim periods). The
performance shown is not necessarily indicative of future price performance.
COMPARISON OF 6 MONTH CUMULATIVE TOTAL RETURN*
AMONG VIANT CORPORATION, THE NASDAQ STOCK MARKET (U.S.) INDEX
AND THE CHASE H & Q INFORMATION SERVICES
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
6/18/99 12/31/99
<S> <C> <C>
VIANT CORP 100 618.75
NASDAQ STOCK MARKET (U.S.) 100 164.37
CHASE H & Q INFORMATION SERVICES 100 146.83
</TABLE>
DOLLARS
* $100 INVESTED ON 6/18/83 IN STOCK OR ON 5/31/99 INDEX--INCLUDING REINVESTMENT
OF DIVIDENDS. FISCAL YEAR ENDING DECEMBER 31,
19
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OTHER MATTERS
The Board of Directors does not presently intend to bring any other business
before the Annual Meeting. If any other matters properly come before the Annual
Meeting, it is the intention of the persons named in the enclosed proxy card to
vote the shares they represent as the Board of Directors may recommend.
By Order of the Board of Directors
/s/ Issac J. Vaughn
-------------------------------------------------------------------------
Issac J. Vaughn
Secretary
Boston, Massachusetts
May 1, 2000
20
<PAGE>
VIANT CORPORATION
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON
WEDNESDAY, MAY 24, 2000
The undersigned hereby appoints Robert Gett, Dwayne Nesmith, Issac J.
Vaughn and Jason Altieri, or any of them, as proxies and attorneys-in-fact, each
with full power of substitution, to represent the undersigned at the Annual
Meeting of Stockholders of Viant Corporation (the "Company") to be held at 89
State Street, Boston Massachusetts 02111 on Wednesday, May 24, 2000 at 10:00
a.m. local time, and any adjournments or postponements thereof, and to vote the
number of shares the undersigned would be entitled to vote if personally present
at the meeting.
UNLESS A CONTRARY DIRECTION IS INDICATED, THIS PROXY WILL BE VOTED FOR
THE NOMINEE LISTED IN PROPOSAL 1, FOR PROPOSAL 2 AND FOR PROPOSAL 3, AS MORE
SPECIFICALLY DESCRIBED IN THE PROXY STATEMENT. IF SPECIFIC INSTRUCTIONS ARE
INDICATED, THIS PROXY WILL BE VOTED IN ACCORDANCE THEREWITH. In their
discretion, the proxies are authorized to vote upon such other business as may
properly come before the meeting or any adjournment thereof to the extent
authorized by Rule 14a-4(c) promulgated by the Securities and Exchange
Commission.
(CONTINUED AND TO BE SIGNED ON THE OTHER SIDE.)
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<PAGE>
MANAGEMENT RECOMMENDS A VOTE FOR THE NOMINEE FOR CLASS I DIRECTOR LISTED BELOW,
A VOTE FOR PROPOSAL 2 AND A VOTE FOR PROPOSAL 3.
PROPOSAL 1: To elect a Class I director to hold office for three years or
until her successor is elected.
<TABLE>
<CAPTION>
<S> <C> <C>
FOR the nominee listed WITHHOLD AUTHORITY NOMINEE: Venetia Kontogouris
at right (except as marked to vote FOR the nominee
to the contrary). listed at right.
To withhold authority to vote for any
nominee(s), write such nominee(s)'
name(s) below:
</TABLE>
---------------------------------
PROPOSAL 2: To approve an amendment to the 1999 Stock Plan (the "Plan"),
pursuant to which an additional 4,500,000 shares of the Company's common stock
will be reserved for issuance under such Plan.
<TABLE>
<CAPTION>
FOR AGAINST ABSTAIN
<S> <C> <C>
</TABLE>
PROPOSAL 3: To ratify the selection of PricewaterhouseCoopers, L.L.P. as the
Company's independent auditors.
<TABLE>
<CAPTION>
FOR AGAINST ABSTAIN
<S> <C> <C>
</TABLE>
Sign exactly as your name(s) appears on your stock certificate. If shares of
stock stand of record in the names of two or more persons or in the name of
husband and wife, whether as joint tenants or otherwise, both or all of such
persons should sign the Proxy. If shares of stock are held of record by a
corporation, the Proxy should be executed by the President or Vice President and
the Secretary or Assistant Secretary. Executors or administrators or other
fiduciaries who execute the Proxy for a deceased Stockholder should give their
full title. Please date the Proxy.
Signature: _____________________________________
Signature: _____________________________________
Date: _____________________________________
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON, YOU ARE URGED TO SIGN
AND PROMPTLY MAIL THIS PROXY IN THE RETURN ENVELOPE SO THAT YOUR STOCK MAY BE
REPRESENTED AT THE MEETING.
