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Exhibit 99.2
COMMON STOCK
MEDIA METRIX, INC.
PROXY SOLICITED BY AND ON BEHALF OF THE BOARD OF DIRECTORS FOR THE
SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON WEDNESDAY, SEPTEMBER 20, 2000
The undersigned hereby appoints Tod Johnson and Thomas A. Lynch, or either of
them, each with full power of substitution, as proxies, to vote all shares of
the Common Stock of Media Metrix, Inc. which the undersigned may be entitled to
vote at the Special Meeting of Stockholders to be held at the offices of Fried,
Frank, Harris, Shriver & Jacobson, One New York Plaza, 29th Floor, New York, New
York 10004 on Wednesday, September 20, 2000 at 9:00 A.M., local time, and at any
adjournments thereof.
ALL SHARES OF COMMON STOCK WILL BE VOTED ON THE PROPOSALS SET FORTH IN THE
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS AND THE JOINT PROXY
STATEMENT/PROSPECTUS AS DIRECTED ON THIS CARD. IF NO DIRECTION IS SPECIFIED,
SAID PROXIES WILL VOTE IN FAVOR OF PROPOSALS 1, 2, 3 AND 4, AND IN THE
DISCRETION OF THE PROXY HOLDERS AS TO ANY OTHER MATTER THAT MAY COME BEFORE THE
SPECIAL MEETING OR ANY ADJOURNMENTS OR POSTPONEMENTS THEREOF.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSALS 1, 2, 3, AND 4.
PROPOSAL NO. 1: Approval of a proposal to amend the certificate of incorporation
of Media Metrix to change the name of Media Metrix to Jupiter Media Metrix,
Inc., and to increase the authorized number of shares of Media Metrix common
stock from 60,000,000 to 150,000,000 shares.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
PROPOSAL NO. 2: Approval of the proposed issuance of shares of Media Metrix
common stock in the merger of MMX Acquisition Corp., a wholly owned subsidiary
of Media Metrix, with and into Jupiter Communications, Inc. in accordance with
the Agreement and Plan of Merger, dated as of June 26, 2000, among Media Metrix,
MMX Acquisition Corp. and Jupiter, as amended.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
PROPOSAL NO. 3: Approval of an amendment to the Media Metrix 2000 Equity
Incentive Plan to increase the maximum number of shares of Media Metrix common
stock available for issuance in calendar year 2000 under the plan from 2,000,000
to 4,000,000, to increase the maximum amount of the annual increase in shares
available for issuance under the plan from the lesser of 1,000,000 shares or 4%
of the outstanding shares to the lesser of 2,000,000 shares or 4% of the
outstanding shares, and to increase the maximum number of shares available for
issuance during the term of the plan from 6,000,000 to 12,000,000.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
(continued and to be signed on reverse)
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PROPOSAL 4: Approval of an amendment to the Media Metrix 2000 Employee Stock
Purchase Plan to increase the maximum number of shares of Media Metrix common
stock available for issuance under the plan from 100,000 to 2,000,000.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
PLEASE MARK, SIGN BELOW, DATE AND RETURN THIS PROXY PROMPTLY IN THE ENCLOSED
ENVELOPE.
PLEASE SIGN EXACTLY AS NAME APPEARS BELOW. WHEN SHARES ARE HELD BY JOINT
TENANTS, BOTH SHOULD SIGN. WHEN SIGNING AS ATTORNEY, EXECUTOR, ADMINISTRATOR,
TRUSTEE OR GUARDIAN, PLEASE GIVE FULL TITLE AS SUCH. IF A CORPORATION, PLEASE
SIGN IN FULL CORPORATE NAME BY PRESIDENT OR OTHER AUTHORIZED OFFICER. IF A
PARTNERSHIP, PLEASE SIGN IN PARTNERSHIP NAME BY AUTHORIZED PERSON.
DATE
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SIGNATURE
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SIGNATURE (IF JOINTLY HELD)
THE ABOVE-SIGNED ACKNOWLEDGES RECEIPT OF THE NOTICE OF SPECIAL MEETING OF
STOCKHOLDERS AND THE JOINT PROXY STATEMENT/PROSPECTUS FURNISHED THEREWITH.
