<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.142-12
THE WACKENHUT CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
JAMES P. ROWAN
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2)
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3)
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11
1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11:*
------------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
* Set forth the amount on which the filing fee is calculated and state how it
was determined.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
------------------------------------------------------------------------
2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
3) Filing Party:
------------------------------------------------------------------------
4) Date Filed:
------------------------------------------------------------------------
<PAGE>
EXECUTIVE OFFICES
1500 San Remo Avenue
Coral Gables, Florida 33146
Telephone: (305) 666-5656
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS ON APRIL 29, 1994
To the Shareholders:
The Annual Meeting of the Shareholders of The Wackenhut
Corporation will be held on Friday, April 29, 1994, at 9:00 A.M.
at The Colonnade Hotel, 180 Aragon Avenue, Coral Gables, Florida
for the purpose of considering and acting on the matters
following:
(1) the election of eleven directors for the ensuing year;
(2) ratification of the action of the Board of Directors in appointing the
firm of Arthur Andersen & Co. to be the independent certified public
accountants of the Corporation for the fiscal year 1994, and to
perform such other services as may be requested;
(3) the transaction of any other business as may properly come before the
meeting, or any adjournment or adjournments thereof.
Only shareholders of Series A Common Stock of record at the
close of business March 14, 1994, the record date and time fixed
by the Board of Directors, are entitled to notice and to vote at
said meeting.
ALL SERIES A COMMON STOCK SHAREHOLDERS ARE URGED EITHER TO
ATTEND THE MEETING IN PERSON OR TO VOTE BY PROXY.
You are requested promptly to sign and mail the enclosed proxy,
which is being solicited on behalf of the Board of Directors,
regardless of whether you expect to be present at this meeting.
A return envelope which requires no postage is enclosed for that
purpose. If you attend the meeting in person, you may, if you
wish, revoke your proxy and vote in person.
By order of the Board of Directors.
Clark G. Redick
Senior Vice President, General Counsel,
and Assistant Secretary
March 29, 1994
1
<PAGE>
PROXY STATEMENT
March 29, 1994
The Wackenhut Corporation
Executive Offices
1500 San Remo Avenue
Coral Gables, Florida 33146
Telephone: (305) 666-5656
General Information
This Proxy Statement is furnished in connection with the solicitation of proxies
by the Board of Directors of The Wackenhut Corporation for the Annual Meeting of
Shareholders of the Corporation to be held at The Colonnade Hotel, 180 Aragon
Avenue, Coral Gables, Florida, April 29, 1994, and all adjournments thereof.
Please note the Proxy Card provides a means to withhold authority to vote for
any individual director-nominee. Also note the format of the Proxy Card which
provides an opportunity to specify your choice between approval, disapproval or
abstention with respect to the proposal to approve the appointment of Arthur
Andersen & Co. as independent certified public accountants of the Corporation.
If the enclosed Proxy Card is executed properly and returned, the shares
represented will be voted in accordance with those instructions. If no
instructions are given the Proxy Card will be voted as follows:
FOR - The election of the Directors nominated by the Board of Directors
FOR - Proposal to approve the appointment of Arthur Andersen & Co. as
the independent certified public accountants of the Corporation.
Holders of shares of the Series A Common Stock of the Corporation of record as
of the close of business on March 14, 1994, will be entitled to one vote for
each share of stock standing in their name on the books of The Wackenhut
Corporation.
On March 14, 1994, 3,858,885 shares of Series A Common Stock were outstanding.
The Series A Common Stock will vote as a single class for the election of
Directors, to approve the appointment of Arthur Andersen & Co., and on any other
matter which may properly come before the meeting.
Any person giving a proxy has the power to revoke it any time before it is voted
by written notice to the Corporation.
The cost of preparation, assembly and mailing this Proxy Statement material
will be borne by the Corporation. It is contemplated that the solicitation of
proxies will be entirely by mail. This Proxy Statement and the accompanying
form of proxy are being mailed to shareholders of the Corporation on or about
March 29, 1994.
2
<PAGE>
THE ELECTION OF DIRECTORS
The Board of Directors will be comprised of eleven (11) members. Unless
instructed otherwise, the persons named on the accompanying Proxy Card will vote
for the election of the nominees named below to serve for the ensuing year and
until their successors are elected and have qualified. All of the nominees are
presently directors of the Corporation who were elected by the shareholders at
their last annual meeting, and who are proposed for re-election to the Board of
Directors of the Corporation at the April 29, 1994 annual meeting of
shareholders.
If any nominee for director shall become unavailable (which management has no
reason to believe will be the case), it is intended that the shares represented
by the enclosed Proxy Card will be voted for any such replacement or substitute
nominee as may be nominated by the Board of Directors. A brief biographical
statement for each nominee follows:
NOMINEE AND YEAR PRESENT AND PAST POSITIONS
FIRST BECAME DIRECTOR AND OTHER INFORMATION
Ambassador Capen is an author, speaker and
RICHARD G. CAPEN, JR. independent corporate director. He was formerly
1993 United States Ambassador to Spain (1992-93), Vice
AGE 59 Chairman and Director of Knight Ridder, Inc.
(1989-91), and Chairman and Publisher of The Miami
Herald (1983-89). During his years as Publisher of
The Miami Herald, the newspaper received five Pulitzer
Prizes and was honored twice as one of the top ten
dailies in America. Ambassador Capen started his
newspaper career in l96l with Copley Newspapers in San
Diego, California. From l968-7l, Ambassador Capen was
a senior civilian official with the U.S. Department of
Defense, where he served first as Deputy Assistant
Secretary of Defense for Public Affairs and
subsequently as Assistant to the Secretary of Defense
for Legislative Affairs. In l97l he was awarded the
Defense Department's highest civilian decoration for
his leadership. Capen has served as director of
several public corporations, and as a member of
advisory boards at Stanford and Duke Universities. He
is a member of the Board of Directors of Carnival
Cruise Lines, New Economy Fund, a mutual fund, and
Smallcap World Fund, a mutual fund. Mr. Capen is a
l956 graduate of Columbia University which he attended
on an NROTC scholarship. (b)(d)
NORMAN A. CARLSON Mr. Carlson is Senior Lecturer in the Department of
1993 Sociology, University of Minnesota. He retired from
AGE 60 the Department of Justice in l987 after serving l7
years as Director of the Federal Bureau of Prisons.
During his career in correctional administration, Mr.
Carlson worked at the U.S. Penitentiary, Leavenworth,
Kansas and the Federal Correctional Institution,
Ashland, Kentucky. He was President of the American
Correctional Association (l978-l980) and is a fellow
in the National Academy of Public Administration. He
was a member of the U.N. Committee on Crime Prevention
and Treatment of Offenders and also served as co-chair
of the U.S. delegation to the committee. Mr. Carlson
received a B.A. in Sociology from Gustavus Adolphus
College, St. Peter, MN and a M.A. in Criminology from
the University of Iowa. He was a mid-career fellow at
the Woodrow Wilson School of Public and International
Affairs, Princeton University. (c)(e)
3
<PAGE>
NOMINEE AND YEAR PRESENT AND PAST POSITIONS
FIRST BECAME DIRECTOR AND OTHER INFORMATION
ANNE NEWMAN Mrs. Foreman served as the Under Secretary of the
FOREMAN United States Air Force from September 1989 until
1993 January 1993. Prior to her tenure as Under Secretary,
AGE 46 she was General Counsel of the Department of the Air
Force and a member of the Department's Intelligence
Oversight Board. Mrs. Foreman served in the White
House as Associate Director of Presidential Personnel
for National Security (1985-1987) and practiced law
with the Washington office of the Houston-based law
firm of Bracewell and Patterson, and with the British
solicitors Boodle Hatfield, Co., in London, England
(1979-1985). Mrs. Foreman is a former member of the
career Foreign Service, having served in Beirut,
Lebanon; Tunis, Tunisia, and the U.S. Mission to the
United Nations in New York. She was a U.S. delegate
to the 3lst Session of the U.N. General Assembly and
to the 62nd Session of the U.N. Economic and Social
Council. Mrs. Foreman received a B.A. degree, Magna
Cum Laude, from the University of Southern California
and a M.A. (History) from the same institution. She
also holds a J.D. from the American University and was
awarded an Honorary Doctorate of Laws from Troy State
University. Mrs. Foreman is a member of Phi Beta
Kappa, has been a member of numerous Presidential
delegations, and was twice awarded the Air Force
Medal for Distinguished Civilian Service. (c)(d)
EDWARD L. HENNESSY, Mr. Edward L. Hennessy, Jr., served as Chairman of the
JR. Board and Chief Executive Officer of Allied-Signal
1993 Inc. from 1979 to 1991. He was previously Executive
AGE 66 Vice President and member of the Board of Directors
and Executive Committee of United Technologies
Corporation, Senior Vice President for Administration
and Finance for Heublein, Inc. and Controller with
IT&T Corporation. He is a member of the Board of
Directors of Martin Marietta, The Bank of New York,
Titan Pharmaceuticals, Dycom Industries, Inc., and
Walden Residential Properties, Inc. He is Vice
Chairman of the Corporate Fund of the John F. Kennedy
Center for the Performing Arts, a Trustee of The
Catholic University of America, a Director of The
Coast Guard Academy Foundation, Inc. and founding
President of the Tri-County Scholarship Fund. He was a
member of The President's Private Sector Survey on
Cost Control, The (New Jersey) Governor's Management
Improvement Plan, Inc., and the Tender Offer Advisory
Committee of the Securities & Exchange Commission. He
also is a member of The Conference Board, Inc. and the
Economic Club of New York. He has numerous honorary
degrees and is a graduate of Fairleigh Dickinson
University in New Jersey, where he is a Trustee and
Chairman of the University's Board. (c)(d)
PAUL X. KELLEY General Kelley is the Vice Chairman of Cassidy and
1988 Associates, Inc., a government relations firm in
AGE 65 Washington, D.C. He is also on the Board of Directors
of Allied-Signal, Inc., an aerospace, automotive
products, and engineered materials company; GenCorp,
Inc. a propulsion, defense electronics, and ordnance
company; PHH Corporation, a vehicle and relocation
management services company; Saul Centers, Inc. a real
estate investment trust; Sturm, Roger and Co., Inc., a
small arms company and UST, Inc., a tobacco products,
wine and smoker accessories company. He is the former
Commandant of the Marine Corps, having retired as a
four-star General in 1987. As a Marine officer, he
commanded an infantry battalion in Vietnam during
1966; and during 1970-71, he commanded the 1st Marine
Regiment, the last Marine ground combat unit to leave
Vietnam. He later commanded the 4th Marine Division,
and was the first commander of the Rapid Deployment
Joint Task Force, a four service force headquartered
in Florida. He is the recipient of numerous awards for
valor and distinguished service during over
thirty-seven years of active military service.
General Kelley has a B.S. in economics from Villanova
University and is a graduate of the Air War College.
He has been awarded honorary doctoral degrees by four
major universities.(b)(e)
ROBERT Q. MARSTON Dr. Marston is Chairman of the Board of Cordis
1984 Corporation, a health products company. He was
AGE 71 President of the University of Florida for a decade,
1974-1984, and he became President-Emeritus on
September 1, 1984. Prior to assuming the University of
Florida post, Dr. Marston was Vice Chancellor and Dean
of Medicine at the University of Mississippi, Jackson;
Director of the National Institutes of Health,
Bethesda, MD; Scholar in Residence, University of
Virginia, Charlottesville, and Distinguished Fellow at
the National Academy of Sciences, Washington, D.C. He
is a Director of Johnson & Johnson, a health products
company; and the First National Bank of Alachua,
Florida. He is past Chairman of the National
Association of State Universities and Land Grant
Colleges, and a member of senior national medical
organizations in his field, including medical
components of the National Academy of Sciences. He is
Chairman of the commission on Medical Education of the
Robert Wood Johnson Foundation and a member of the
Board of Visitors of Virginia Military Institute. Dr.
Marston received a B.S. degree from the Virginia
Military Institute, an M.D. degree from the Medical
College of Virginia and a B.S. degree from Oxford
University. He is a Rhodes Scholar, and a Markle
Scholar.(b)(d)
JORGE L. MAS CANOSA Mr. Mas Canosa is Chairman of the Board of MasTec,
1993 Inc., a public engineering contracting firm
AGE 54 specializing in telecommunications infrastructure, and
is one of the few Hispanics in the United States to
own a public company. He is also Chairman of the Board
of Neff Machinery, a construction equipment
distributor; President of multiple enterprises in the
area of real estate transactions and the development
of family housing, office and industrial projects;
Director of First Union Corporation of Florida and
First Union National Bank of Florida; Director of Land
Air Transport, Inc.; and Chairman of the Cuban
American National Foundation, an independent, non-
profit institution which promotes freedom and
democracy for Cuba. He was appointed Chairman of the
Presidential Advisory Board for Cuba Broadcasting by
President Ronald Reagan and has served three
Administrations in that capacity, including President
Bill Clinton. He is recipient of the Lincoln-Marti
Award from the U.S. Department of Health, Education
and Welfare, and has been honored by the Vatican for
service to his community. In addition to receiving an
honorary doctorate degree from Mercy College in New
York, Mr. Mas Canosa attended the University of
Oriente Law School in Cuba and is a graduate of the
Presbyterian Junior College in North Carolina. (e)(f)
4
<PAGE>
NOMINEE AND YEAR PRESENT AND PAST POSITIONS
FIRST BECAME DIRECTOR AND OTHER INFORMATION
NANCY CLARK REYNOLDS Ms Reynolds is Senior Consultant of The Wexler Group,
1986 a governmental relations and public affairs consulting
AGE 66 firm in Washington, D.C. She currently serves as a
Director of Sears, Roebuck & Co., Allstate Insurance
Company and The Norrell Corporation, a temporary help
service firm. She is a member of the Board of the
National Park Foundation and a trustee of the Leakey
Foundation. She is a past president of the Business
and Government Relations Council. She was formerly a
Director of the Chicago Mercantile Exchange, G.D.
Searle & Co., and Viacom International. From 1977-82,
she was a Vice President of the Bendix Corporation.
She received her B.A. degree in English from Goucher
College and an Honorary Degree of Laws from Gonzaga
University.(b)(f)
5
<PAGE>
NOMINEE AND YEAR PRESENT AND PAST POSITIONS
FIRST BECAME DIRECTOR AND OTHER INFORMATION
THOMAS P. STAFFORD Lt. Gen. Stafford is a Consultant for the firm of
1991 General Technical Services, Inc., which he joined in
AGE 63 1984. He is also Vice Chairman and co-founder of
Stafford, Burke and Hecker, Inc., a Washington-based
consulting firm. After serving as an astronaut for a
number of years, he retired in 1979 from the Air Force
as Deputy Chief of Staff for Research, Development and
Acquisition and served as Vice Chairman of Gibraltar
Exploration Limited until 1984. Lt. Gen. Stafford is
also Chairman of the Board of Omega Watch Corporation
of America and is a Director of Allied Signal; CMI
Corporation; Fisher Scientific International, Inc.;
NYCAL, Inc..; Pacific Scientific Company; Seagate
Technology, Inc.; Tremont Corporation; and Wheelbrator
Technologies, Inc.((b)(e)
GEORGE R. WACKENHUT Mr. Wackenhut is Chairman of the Board and Chief
1958 Executive Officer of the Corporation. He was President
AGE 74 of the Corporation from the time it was founded until
April 26, 1986. He formerly was a Special Agent of the
Federal Bureau of Investigation. He is a former member
of the Board of Directors of SSJ Medical Development,
Inc., Miami, Florida, and is on the Dean's Advisory
Board of the University of Miami School of Business.
He is on the National Council of Trustees, Freedoms
Foundation at Valley Forge, the President's Advisory
Council for the Small Business Administration, Region
IV, and a member of the National Board of the National
Soccer Hall of Fame. He is a past participant in the
Florida Governor's War on Crime and a past member of
the Law Enforcement Council, National Council on Crime
and Delinquency, and the Board of Visitors of the U.S.
Army Military Police School. He is also a member of
the American Society for Industrial Security. He was a
recipient in 1990 of the Labor Order of Merit, First
Class, from the government of Venezuela. Mr. Wackenhut
received his B.S. degree from the University of Hawaii
and his M.Ed. degree from Johns Hopkins University.
Mr. Wackenhut is married to Ruth J. Wackenhut,
Secretary of the Corporation. His son Richard R.
Wackenhut, is a director-nominee.(a)(f)
RICHARD R. WACKENHUT Mr. Wackenhut, President and Chief Operating Officer
1986 of the Corporation since April 26, 1986, was formerly
AGE 46 Senior Vice President, Operations from 1983-1986. He
was Manager of Physical Security from 1973-74. He also
served as Manager, Development at the Corporation's
Headquarters from 1974-76; Area Manager, Columbia, SC
from 1976-77; District Manager, Columbia SC from
1977-79; Director, Physical Security Division at
Corporate Headquarters 1979-80; Vice President,
Operations from 1981-82; and Senior Vice President,
Domestic Operations from 1982-83. Mr. Wackenhut is
Director of Wackenhut del Ecuador, S.A.; Wackenhut UK,
Limited; Wackenhut Dominicana, S.A.; and a Director of
several domestic subsidiaries of the Corporation. He
is a member of the executive committee of the St.
Thomas University Advisory Board and a Director of
Associated Industries of Florida. He is also a member
of the American Society for Industrial Security, a
member of the International Security Management
Association, and a member of the International
Association of Chiefs of Police. He received his B.A.
degree from The Citadel in 1969, and completed the
Advanced Management Program of the Harvard University
School of Business Administration in 1987. Mr.
Wackenhut is the son of George R. Wackenhut, a
Director-nominee, and Ruth J. Wackenhut, Secretary of
the Corporation. (a)(d)
(a) Member of Executive Committee
(b) Member of Nominating and Compensation Committee
(c) Member of Audit and Finance Committee
(d) Member of Corporate Planning Committee
(e) Member of Operations and Oversight Committee
(f) Member of Fair Employment Practices Committee
The election of the directors listed above will require the affirmative vote of
the holders of a plurality of the shares present or represented at the
shareholders meeting. Abstentions will be treated as shares represented at the
meeting and therefore will be the equivalent of a negative vote, and broker
non-votes will not be considered as shares represented at the meeting.
6
<PAGE>
COMPOSITION AND FUNCTIONS OF SPECIFIC COMMITTEES
OF THE BOARD OF DIRECTORS
The Wackenhut Corporation has an Audit and Finance Committee whose members have
been as follows:
Charles J. Simons, Chairman Norman A. Carlson Chesterfield Smith
Edward L. Hennessy, Jr., Vice Chairman Anne N. Foreman
The Audit and Finance Committee met four times during the past
fiscal year.
The Audit and Finance Committee's principal functions and responsibilities are
as follows:
1. Recommend the selection, retention, or termination of the
Corporation's independent auditors.
2. Review the proposed scope of the audit and fees.
3. Review the quarterly and annual financial statements and the results
of the audit with management, the internal auditors, and the
independent auditors with emphasis on the quality of earnings in terms
of accounting policies selected; this activity would also entail
assisting in the resolution of problems that might arise in connection
with an audit if and when this becomes necessary.
4. Review with management and independent auditors the recommendations
made by the auditors with respect to changes in accounting procedures
and internal accounting controls as well as other matters of concern
to the independent auditors resulting from their audit activity.
5. Review with management and members of the internal audit team the
activities of and recommendations made by this group.
6. Inquire about and be aware of all work (audit, tax, consulting) that
the independent auditors perform for the Corporation.
7. Recommend policies to avoid unethical, questionable, or illegal
activities by Corporation personnel.
8. Make periodic reports to the full Board on its activities.
The Wackenhut Corporation also has a Nominating and Compensation Committee
which, in addition to its role in recommending compensation for the Chief
Executive Officer and the other executive officers, evaluates possible Director
nominees and makes recommendations concerning such nominees to the Board of
Directors, and recommends to the Chairman and the Board itself the composition
of Board Committees and nominees for officers of the Corporation. See the Report
of the Compensation Committee later in this Proxy Statement.
Shareholders desiring to suggest qualified nominees for director should advise
the Assistant Secretary of the Corporation in writing and include sufficient
biographical material to permit an appropriate evaluation.
A total number of four meetings of the Board of Directors was held during the
1993 fiscal year. Mr. Norman Carlson attended less than 75% of Board and
assigned Committee meetings, having missed two Committee meetings prior to the
October 1993 Board of Directors meeting because of the terminal illness of his
wife.
7
<PAGE>
SECURITY OWNERSHIP
The following table shows the number of shares of the Corporation's Series A and
Series B Common Stock, each with a par value of $.10 per share, that was
beneficially owned as of February 15, 1994, by each director nominee for
election as director at the 1994 Annual Meeting of Shareholders, by each named
executive officer, by all director nominees and executive officers as a group,
and by each person or group who was known by the Corporation to beneficially own
more than 5% of the Corporation's outstanding Series A or Series B Common Stock.
<TABLE>
<CAPTION>
COMMON STOCK
SERIES A-(VOTING) SERIES B-(NON-VOTING)
BENEFICIAL OWNER AMOUNT & NATURE PERCENT AMOUNT & NATURE PERCENT
OF BENEFICIAL OF OF BENEFICIAL OF
OWNERSHIP (1) CLASS OWNERSHIP (1) CLASS
<S> <C> <C> <C> <C>
DIRECTOR NOMINEES
Richard G. Capen, Jr. -- * 100 *
Norman A. Carlson -- -- 100 *
Anne N. Foreman -- -- 100 *
Edward L. Hennessy, Jr. -- -- 100 *
Paul X. Kelley 205 (2) * 305 (2) *
Robert Q. Marston 600 (3) * 700 (3) *
Jorge L. Mas Canosa -- -- 100 *
Nancy Clark Reynolds 400 * 500 *
Thomas P. Stafford -- -- 100 *
George R. Wackenhut 1,929,606 (4) 50.00% 1,932,669(4) 50.01%
Richard R. Wackenhut 65 (5) * 1,070(5) *
EXECUTIVE OFFICERS
Alan B. Bernstein 500 * 958 *
Timothy P. Cole 500 * 934 *
Clark G. Redick -- -- -- --
ALL NOMINEES AND
EXECUTIVE OFFICERS
AS A GROUP 1,931,876 50.06% 1,938,178 50.16%
OTHER
The Rothschild Co.(6) -- -- 199,341 5.2 %
<FN>
* Beneficially owns less than 1%
(1) Information concerning beneficial ownership was furnished by the persons named in the table or derived from documents
filed with the Securities and Exchange Commission. Except as otherwise indicated below, each person named in the table has
sole voting and investment power with respect to the shares beneficially owned. Each person reported as the beneficial
owner of stock owned of record by, or in joint tenancy with another person, has only shared voting and investment power
over the stock.
(2) 205 shares held jointly with his wife and the balance in his own name.
(3) Includes 100 shares held jointly with his wife and the balance held in his own name.
(4) George R. Wackenhut and Ruth J. Wackenhut, his wife and Secretary of the Corporation, own 1,857,276 shares of Series A and
B as joint tenants. In addition, Mrs. Wackenhut owns 20,000 shares each of Series A and Series B in her own name, and Mr.
Wackenhut owns 52,330 shares and 55,393 shares of Series A and Series B, respectively, in his own name with respect to
which each disclaims beneficial ownership of those shares held by the other.
(5) 65 shares of Series A and B held in trust for daughter, Jennifer A. Wackenhut, under Florida Gifts to Minors Act and the
balance in his own name.
</TABLE>
8
<PAGE>
(6) Whose Address is 32 South Street, Baltimore, MD 21202. Holdings shown
are as of December 31, 1993.
9
<PAGE>
EXECUTIVE COMPENSATION
The following table shows remuneration paid or accrued by the Corporation during
the fiscal year ended January 2, 1994 and each of the two preceding fiscal
years, to the Chief Executive Officer and to each of the four most highly
compensated executive officers of the Corporation other than the Chief Executive
Officer for services in all capacities while they were employees of the Company,
and the capacities in which the services were rendered.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM COMPENSATION
ANNUAL COMPENSATION AWARDS PAYOUTS
RESTRICTED ALL OTHER
STOCK LTIP COMPEN-
AWARDS PAYOUTS SATION
NAME AND PRINCIPAL POSITION YEAR SALARY ($) BONUS($) ($)(1)(2)(5) ($)(5)(6) ($)(3)(4)
<S> <C> <C> <C> <C> <C> <C>
George R. Wackenhut, 1993 650,000 0 N/A 31,013 16,543
Chairman of the Board and 1992 600,000 95,000 N/A 16,543
Chief Executive Officer 1991 550,000 110,000 N/A 16,651
Richard R. Wackenhut, 1993 390,000 55,000 13,006 10,176 59,000
President and Chief 1992 355,000 87,000 11,833 55,924
Operating Officer 1991 325,000 105,000 10,857 52,952
Alan B. Bernstein, 1993 225,000 40,000 5,999 4,637 51,000
Executive Vice President, and 1992 200,000 62,000 5,333 47,935
President, Domestic Operations 1991 185,000 75,000 4,938 45,387
Timothy P. Cole 1993 215,000 45,000 5,730 4,394 74,000
Executive Vice President, and 1992 190,000 60,000 5,067 70,000
President, Government Services 1991 175,000 70,000 4,678 66,535
Clark G. Redick, 1993 160,000 50,000 3,201 52,000
Senior Vice President, General 1992 103,000 40,000 1,998 0
Counsel and Assistant
Secretary 1991 N/A N/A N/A N/A
<FN>
N/A - Not applicable
(1) The agregate number and value of restricted stock holdings (including restricted stock units and performance shares) based
upon the Series B Common Stock fair market value at December 31, 1993 is as follows:
</TABLE>
<TABLE>
<CAPTION>
RESTRICTED
STOCK PERFORMANCE TOTAL FAIR
UNITS SHARES UNITS/SHARES MARKET VALUE
<S> <C> <C> <C> <C>
G. R. Wackenhut -- 10,699 10,699 $108,327
R. R. Wackenhut 2,525 3,543 6,068 $61,439
A. B. Bernstein 1,150 1,618 2,768 $28,026
T. P. Cole 1,094 1,543 2,637 $26,700
C. G. Redick 374 750 1,124 $11,381
</TABLE>
10
<PAGE>
(2) Dividends are currently payable on Restricted Stock Units (RSUs),
which RSUs are earned based upon seven years continuous employment
with the Company from the date of grant.
(3) This column represents (for the CEO) the cost of a split-dollar life
insurance policy on George R. Wackenhut and Ruth J. Wackenhut.
(4) This column represents (except for the CEO) the cost to the Company of
providing for its future liability under the Senior Officer Retirement
Plan.
(5) Restricted stock units and performance shares awarded in 1991 and 1992
have been adjusted for a stock dividend in the form of a 100% stock
split.
(6) The Nominating and Compensation Committee approved the payout of
awards for the 1991-1993 performance cycle, waiving certain criteria
in the calculation of return on equity for 1993.
11
<PAGE>
LONG TERM INCENTIVE PLAN - AWARDS IN THE LAST FISCAL YEAR
The following table sets forth certain information concerning awards made under
the Company's Key Employee Long-Term Incentive Stock Plan to the named
executives during 1993. The performance shares are awarded in a series of
successive overlapping three year periods at the beginning of each fiscal year.
Awards are earned only if certain predetermined criteria are met. Adjustments
may be made in performance share awards to consider aspects of performance that
may not be reflected in the Company's financial results.
<TABLE>
<CAPTION>
ESTIMATED FUTURE PAYOUTS
NUMBER OF PERFORMANCE UNDER NON-STOCK PRICE-BASED PLAN
SHARES, OR OTHER
UNITS, OR PERIOD UNTIL THRESHOLD TARGET MAXIMUM
OTHER RIGHTS MATURATION OR PAYOUT PAYOUT PAYOUT
NAME (#) PAYOUT (1) ($) ($) ($)
<S> <C> <C> <C> <C>
George R. Wackenhut 5,779 3 Years $39,000 $78,000 $117,000
Richard R. Wackenhut 1,933 3 Years $13,000 $26,000 $39,000
Alan B. Bernstein 892 3 Years $6,000 $12,000 $18,000
Timothy P. Cole 853 3 Years $5,734 $11,467 $17,201
Clark G. Redick 476 3 Years $3,200 $6,400 $9,600
<FN>
(1) Average Return on Equity performance goals are set by the Nominating and Compensation Committee for each of the three-year
performance cycles.
</TABLE>
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Nominating and Compensation Committee of the Board of Directors (the
"Compensation Committee") met four times in fiscal 1993. The Compensation
Committee is composed exclusively of independent, non-employee directors who are
not eligible to participate in any of the executive compensation programs.
Among its other duties, the Compensation Committee is responsible for
recommending to the full Board the annual remuneration for all executive
officers, including the Chief Executive Officer and the other officers named in
the Summary Compensation Table set forth above, and to oversee the Company's
compensation plans for key employees. The Compensation Committee seeks to
provide, through its administration of the Company's compensation program,
salaries that are competitive and incentives that are primarily related to
corporate performance. The components of the compensation program are base
salary, annual incentive bonuses, and long-term incentive awards.
Base salary is the fixed amount of total annual compensation paid to executives
on a regular basis during the course of the fiscal year. Management of the
Company determines a salary for each senior executive position (exclusive of
the CEO) that it believes is appropriate to attract and retain talented and
experienced executives, and that is generally competitive with salaries for
executives holding similar positions at comparable companies. The starting
point for this analysis is each officer's base salary for the immediately
preceding fiscal year. From time to time, management obtains informal reports
from independent organizations concerning compensation levels for reasonably
comparable companies. At the request of the Compensation Committee, the Company
engaged the services of an outside consulting firm to conduct a comprehensive
analysis of the total compensation package for key executives during fiscal year
1993. This information was used as a market check on the reasonableness of the
salaries proposed by management. The consulting firm's analysis indicated that
the total compensation for the top executives of the Company was in the lower
ranges in comparison to the comparator companies. The comparator companies are
composed of a diversified group of "service" companies whose revenue,
performance, and position
12
<PAGE>
matches were deemed relevant and appropriate by the consulting firm. Management
then recommended executive salaries to the Compensation Committee.
The Compensation Committee reviews and adjusts the salaries suggested by
management as it deems appropriate, and generally asks management to justify its
recommendations, particularly if there is substantial deviation between the
recommended salary and an officer's compensation for the prior fiscal year. In
establishing the base salary for each officer (including that of the CEO), the
Compensation Committee evaluates numerous factors, including the Company's
operating results, net income trends, and stock market performance, as well as
comparisons with financial and stock performance of other companies, including
those that are in competition with the Company. In addition, data developed as
a part of the strategic planning process, but which may not directly relate to
corporate profitability, is utilized as appropriate. For example, the
Compensation Committee may take into consideration an officer's efforts in
positioning the Company for future growth.
The Summary Compensation Table set forth elsewhere in this Proxy Statement shows
the salaries of the CEO and the other named executive officers for the last
three years. The increase in the CEO's salary for 1993 was attributable to the
overall financial performance of the Company, strategic objectives and the
quality of his leadership. In 1993, the Compensation Committee formally
evaluated the performance of the CEO.
The Company has an incentive compensation plan (the "Bonus Plan") for officers
and key employees. The aggregate amount of incentive compensation payable under
the Bonus Plan is based on the Company's consolidated revenue and income before
provision for income taxes. The Bonus Plan is intended as an incentive for
executives to increase both revenue and profit and uses these as factors in
calculating the individual bonuses. For fiscal 1993, the CEO requested that the
Compensation Committee not award him any bonus, but instead allocate that amount
to the bonuses of the other senior officers. In general, bonuses for fiscal
year 1993 were lower due to Company performance.
The Compensation Committee's decisions regarding the amount of incentive
compensation payable in a given year and the allocation of the compensation pool
among the participants, are based on several factors, including the Company's
profitability, the contribution of a particular employee during the fiscal year
and compliance with previously agreed upon goals and objectives as outlined in
the Corporation's strategic plan. None of the CEO's 1993 compensation was
based upon payments made under the Bonus Plan.
The Company also maintains a Key Employee Long-Term Incentive Stock Plan (the
"Incentive Plan") for all executive officers, including the CEO and the other
named officers. Participants in the Incentive Plan are assigned a target
incentive award, stated as a percentage of such participant's base salary
depending upon the participant's position with the Company. The target
incentive award for fiscal 1993 for the CEO, the Chief Operating Officer,
Executive Vice Presidents, and Senior Vice Presidents of the Company were 12%,
10%, 8% and 6%, respectively, of base salary.
Participants in the Incentive Plan may be granted one or more types of long-term
incentive vehicles as awards. Initially, awards have been limited to grants of
restricted stock units and/or performance shares. The Compensation Committee
determines the percentage of the target incentive award that will be allocated
to restricted stock units and the percentage that will be allocated to
performance shares. Awards in each category are earned only if certain
predetermined criteria are met. In general, restricted stock unit awards are
currently earned based on an employee's continued employment with the Company
for a period of seven years from the date of grant, although the Compensation
Committee can increase or decrease the time period for future grants and may
also include performance criteria. Performance shares are earned only if
certain three-year "return on equity" performance goals established by the
Compensation Committee are attained. In setting the return on equity goals for
each three-year period, the Compensation Committee considers prior years'
performance, industry trends, the performance of major financial indicators and
the prevailing economic circumstances. In its discretion, the Compensation
Committee may make adjustments to performance share awards to consider aspects
of performance that may not be reflected in the Company's financial results.
The purpose of the Incentive Plan is to reward superior corporate performance
with a variable component of pay that can only be earned if performance criteria
are met. The Incentive Plan is intended to encourage stock ownership by senior
executives; to balance the short-term emphasis of the Bonus Plan with a
longer-term perspective; to reinforce strategic goals by linking them to
compensation; and to provide retention incentives for employees considered key
to the future success of the Company.
13
<PAGE>
The base salary, Bonus Plan, and Incentive Plan components of compensation, as
implemented by the above described policies, have resulted in a compensation
program that the Compensation Committee believes is fair, competitive, and in
the best interests of the shareholders.
By the Nominating and Compensation Committee
Robert Q. Marston, Chairman
Thomas P. Stafford, Vice Chairman
Richard G. Capen
Paul X. Kelley
Nancy Clark Reynolds
14
<PAGE>
COMPARISON OF FIVE-YEAR
CUMULATIVE TOTAL RETURN*
THE WACKENHUT CORPORATION
5000 WILSHIRE EQUITY,
NYSE COMPOSITE AND
S&P COMMERCIAL SERVICES INDICES
PERFORMANCE THROUGH DECEMBER 31, 1993
* Total return assumes reinvestment of dividends
** The NYSE Composite Index used in the graph last year is not appropriate for
comparison purposes because it was subsequently discovered that the NYSE
Composite Index did not include reinvested dividends. For this reason, the
Company has decided to use the Wilshire 5000 Equity index as the broad market
index in this proxy graph. This will be the last year the NYSE Composite Index
will appear.
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------
1988 1989 1990 1991 1992 1993
- ---------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Wackenhut 100 149 142 177 185 174
Wilshire 5000 Equity 100 129 121 163 177 197
- ---------------------------------------------------------------------------
NYSE Composite 100 125 116 147 154 166
- ---------------------------------------------------------------------------
S&P Commercial 100 109 91 99 98 95
- ---------------------------------------------------------------------------
</TABLE>
The above graph compares the performance of The Wackenhut Corporation with
that of the Wilshire 5000 Equity, the NYSE Composite Index and the S&P
Commercial Services Index, which is a published industry index. An outside
consulting firm was retained to evaluate the feasibility of constructing a
custom peer group or the selection of a comparable peer group. The consultant's
conclusion was that there is no appropriate five-year index of large
labor-intensive security and protective service companies presently available
and the construction of a custom peer group would not be appropriate because of
the lack of sufficient data on the other large security companies. The
selection of the S&P Commercial Services Index was the closest index the
consultants believed appropriate. If there is a published index of large
security companies or when sufficient data is available, the Company may
consider, in future years, changing to a different index or custom peer group in
place of the S&P Commercial Services Index.
15
<PAGE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
The Corporation has a joint life policy on George R. Wackenhut and Ruth J.
Wackenhut in the amount of $800,000. The cost of the policy is $16,543 per year
and substantially all of the premium is paid by the Corporation. The agreement
further provides that $760,000 of the proceeds from the policy will be paid to
the Corporation as reimbursement of the costs related to the original agreement
and the amended and restated agreement.
DIRECTORS' COMPENSATION
Directors of the Corporation who are not Officers were paid during fiscal year
1993 an annual retainer fee at the rate of $10,000 per year plus $1,250 for each
Board Meeting attended, $500 for each committee meeting attended as committee
members, and $750 for each committee meeting attended as committee chairmen.
Each Director also received from the Corporation during fiscal year 1993 one
hundred shares of Series B Common Stock of the Corporation, which had a value of
$1,164 at the time of transfer.
Three Directors or their affiliates were compensated for services rendered to
the Corporation during 1993; John S. Ammarell, pursuant to a consultant
agreement, has been paid an average of $75,000 per year for a ten year period
ending in 1993 to perform special assignments at the direction of the Chairman
of the Board of the Corporation; Charles J. Simons was paid the sum of $1,500
per month (plus expenses) for financial consulting services furnished to the
Corporation. Chesterfield Smith was a senior partner in the law firm of Holland
& Knight which the Corporation retained from time to time in the last fiscal
year and which the Corporation expects to retain from time to time in the
current fiscal year. The charges for these legal services to the Corporation are
the usual and customary hourly rates at which Holland & Knight bills its other
clients. Each of the foregoing also received the standard Director retainer and
attendance fees.
SECTION 16 FILING VIOLATIONS
The initial SEC Form 3 for Richard C. DeCook, an Executive Officer, was
inadvertently filed approximately ten days late. That Form 3, as filed,
reflected no holdings of stock in the Corporation. Otherwise all SEC Forms 4
and 5 filings appear to have been made when due. Those Directors and Officers
not required to file a Form 5 for 1993 have furnished the Corporation with a
statement that no filing is due.
APPOINTMENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Although not required by the By-Laws, the Board of Directors, in the interest of
accepted corporate practice, asks shareholders to ratify the action of the Board
of Directors in appointing the firm of Arthur Andersen & Co. to be the
independent certified public accountants of the Corporation for the fiscal year
1994, and to perform such other services as may be requested. If the
shareholders do not ratify this appointment, the Corporation's Board of
Directors will reconsider its action. Arthur Andersen & Co. has advised the
Corporation that no partner or employee of Arthur Andersen & Co. has any direct
financial interest or any material indirect interest in the Corporation other
than receiving payment for its services as independent certified public
accountants.
A representative of Arthur Andersen & Co., the principal independent certified
public accountants of the Corporation for the most recently completed fiscal
year, is expected to be present at the shareholders meeting and shall have an
opportunity to make a statement if he or she so desires. This representative
will also be available to respond to appropriate questions raised orally at the
meeting.
16
<PAGE>
SHAREHOLDER PROPOSAL DEADLINE
Shareholder proposals intended to be presented at the April 28, 1995, Annual
Meeting of Shareholders must be received by the Corporation for inclusion in the
Corporation's proxy statement and form of proxy relating to that meeting by
December 1, 1994.
OTHER MATTERS
The Board of Directors knows of no other matters to come before the
shareholders' meeting. However, if any other matters properly come before the
meeting or any of its adjournments, the person or persons voting the proxies
will vote them in accordance with their best judgment on such matters.
By order of the Board of Directors.
Clark G. Redick
Senior Vice President, General Counsel
and Assistant Secretary
March 29, 1994
A copy of the Corporation's Annual Report on Form 10-K for the fiscal year ended
January 2, 1994 including the financial statements and the schedules thereto,
required to be filed with the Securities and Exchange Commission, will be made
available without charge to interested shareholders upon written request to
Patrick F. Cannan, Director, Corporate Relations, The Wackenhut Corporation,
1500 San Remo Avenue, Coral Gables, Florida 33146.
17
<PAGE>
APPENDIX
A photograph of each Director is included in the left hand margin adjacent to
the related biography on pages 3 to 6 of the published Proxy Statement.
