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EXHIBIT 99.4
WEBMETHODS, INC. ANNUAL MEETING TO BE HELD ON ____________________ at
__________ FOR HOLDERS AS OF ________________________
The undersigned hereby revokes all previous proxies, acknowledges
receipt of the Notice of Annual Meeting of Stockholders and hereby appoints
Phillip Merrick and Mary Dridi, and each of them, as proxies of the undersigned,
each with full power of substitution, with full authority to vote on behalf of
the undersigned at the webMethods Annual Meeting, and at any adjournment or
postponement thereof, with the same force and effect as the undersigned might or
could do if personally present thereat. The shares represented by this Proxy
shall be voted as follows:
PROPOSAL(S)
1. TO APPROVE THE ISSUANCE OF SHARES OF WEBMETHODS COMMON STOCK IN THE MERGER
OF WOLF ACQUISITION INC., A WHOLLY OWNED SUBSIDIARY OF WEBMETHODS, WITH AND
INTO ACTIVE SOFTWARE, INC., RESULTING IN ACTIVE SOFTWARE BECOMING A WHOLLY
OWNED SUBSIDIARY OF WEBMETHODS.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
2. TO APPROVE AN AMENDMENT TO WEBMETHODS' CERTIFICATE OF INCORPORATION TO
INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK TO 500,000,000
SHARES.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. TO ELECT THE FOLLOWING NOMINEES AS CLASS I DIRECTORS:
01 - ROBERT COOK; 02 - ROBERT VASAN; 03 - CHASE BAILEY
[ ] FOR ALL NOMINEES [ ] WITHHOLD ALL NOMINEES
[ ] WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE. WRITE NUMBER(S)
OF NOMINEE(S) BELOW.
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4. TO APPROVE AN AMENDMENT TO THE WEBMETHODS STOCK OPTION PLAN TO INCREASE THE
NUMBER OF SHARES RESERVED FOR ISSUANCE UNDER THIS PLAN BY SHARES
AND TO AMEND THE STOCK OPTION PLAN.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
5. TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS WEBMTHODS'
INDEPENDENT AUDITORS FOR THE YEAR ENDING MARCH 31, 2001.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
It is not expected that any matters other than those described in the Joint
Proxy Statement/Prospectus will be brought before the stockholders at the annual
meeting. IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED IN FAVOR OF ALL OF
THE PROPOSALS. The Board of Directors recommends voting in favor of all of the
proposals.
Please date this proxy and sign your name exactly as it appears below. If
shares are owned in joint tenancy or as tenants in common, all should sign.
Fiduciaries should indicate their title and authority.
------------------------------------ ----------------, 2000
Signatures(s) Date
Name(s) appearing on stock certificate:
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(Please print)
