<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
THE WACKENHUT CORPORATION
--------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
JAMES P. ROWAN
--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $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 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
5) Total fee paid:
------------------------------------------------------------------------
/ / 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:
------------------------------------------------------------------------
<PAGE>
WACKENHUT
EXECUTIVE OFFICES
1500 San Remo Avenue
Coral Gables, Florida 33146
Telephone: (305) 666-5656
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS ON APRIL 28, 1995
To the Shareholders:
The Annual Meeting of the Shareholders of The Wackenhut Corporation will be held
on Friday, April 28, 1995, at 9:00 A.M. at The Biltmore Hotel, 1200 Anastasia
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 LLP to be the independent certified public
accountants of the Corporation for the fiscal year 1995, and to
perform such other services as may be requested;
(3) approval of The Wackenhut Corporation Annual Bonus Plan for Designated
Executive Officers.
(4) 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, 1995, 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.
James P. Rowan
Vice President, General Counsel,
and Assistant Secretary
March 28, 1995
<PAGE>
PROXY STATEMENT
March 28, 1995
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 Biltmore Hotel, 1200 Anastasia
Avenue, Coral Gables, Florida, April 28, 1995, 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 ratify the appointment of Arthur
Andersen LLP as independent certified public accountants of the Corporation, and
the proposal to approve The Wackenhut Corporation Annual Bonus Plan for
Designated Executive Officers. 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 LLP as the
independent certified public accountants of the Corporation.
FOR - Proposal to approve The Wackenhut Corporation Annual Bonus Plan
for Designated Executive Officers.
Holders of shares of the Series A Common Stock of the Corporation of record as
of the close of business on March 14, 1995, 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, 1995, 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 ratify the appointment of Arthur Andersen LLP, to approve The
Wackenhut Corporation Annual Bonus Plan for Designated Executive Officers 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 28,
1995.
3
<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 except General Julius W. Becton, Jr., who was elected
to the Board at the April 1994 Board of Directors meeting. All are proposed for
re-election to the Board of Directors of the Corporation at the April 28, 1995
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
-------------------------------------------------------------------------------
JULIUS W. BECTON, JR. General Becton, former President of Prairie View A & M
1994 University, Texas, has a public service career that
Age 68 includes two key government positions preceded by
service in the U.S. Army during which he attained the
[Photo] rank of Lieutenant General. While in the Army, he
commanded the lst Cavalry Division and the VII Corp,
and was the Deputy Commanding General of the U.S. Army
Training and Doctrine Command. He is a veteran of
three wars, World War II, the Korean War and Vietnam.
After departing the service in 1983, he served as
Director of the Office of U.S. Foreign Disaster
Assistance, and from 1985 to 1989 was the Director,
Federal Emergency Management Agency. He was later
chief operating officer for American Coastal
Industries, Inc. He is on the Board of Directors of
Illinois Tool Works, Inc., a multinational manufacturer
of highly engineered assemblies and systems, and the
Marine Spill Response Corporation. He is on the Board
of Advisers of Metters Industries, Inc. and the
Advisory Board of the National Communications Systems.
He is a member of the Defense Science Board Readiness
Task Force, and the Department of Defense Army Advisory
Panel. He serves on the board of several civic public
service organizations. He received numerous U.S. Army
service and valor awards, including the Distinguished
Service Medal; and the Distinguished Service Award for
his service as the Director, Federal Emergency
Management Agency. He has a B.A. from Prairie View A
& M University, and an M.A. in economics from the
University of Maryland. He has been awarded honorary
Doctor of Laws degrees by two universities. (e)(f)
-------------------------------------------------------------------------------
RICHARD G. CAPEN, JR. Ambassador Capen is an author, speaker and independent
1993 corporate director. He was formerly United States
Age 60 Ambassador to Spain (1992-93), Vice Chairman and
Director of Knight Ridder, Inc. (1989-91), and Chairman
[Photo] 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. Ambassador
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. Ambassador Capen is a l956 graduate of
Columbia University which he attended on an NROTC
scholarship. (a)(b)(c)
-------------------------------------------------------------------------------
4
<PAGE>
NOMINEE AND YEAR PRESENT AND PAST POSITIONS
FIRST BECAME DIRECTOR AND OTHER INFORMATION
-------------------------------------------------------------------------------
ANNE NEWMAN FOREMAN Mrs. Foreman served as the Under Secretary of the
1993 United States Air Force from September 1989 until
Age 47 January 1993. Prior to her tenure as Under Secretary,
she was General Counsel of the Department of the Air
Force and a member of the Department's Intelligence
[Photo] 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, JR. Mr. Edward L. Hennessy, Jr., served as Chairman of the
1993 Board and Chief Executive Officer of Allied-Signal Inc.
Age 67 from 1979 to 1991. He was previously Executive Vice
President and member of the Board of Directors and
[Photo] 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, 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.,
founding President of the Tri-County Scholarship Fund
and Treasurer of the March of Dimes. 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. (a)(c)(d)
-------------------------------------------------------------------------------
PAUL X. KELLEY General Kelley is the Vice Chairman of Cassidy and
1988 Associates, Inc., a government relations firm in
Age 66 Washington, D.C. He is also on the Board of Directors
of Allied-Signal, Inc., an aerospace, automotive
products, and engineered materials company; GenCorp,
[Photo] 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, Ruger 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)
-------------------------------------------------------------------------------
5
<PAGE>
NOMINEE AND YEAR PRESENT AND PAST POSITIONS
FIRST BECAME DIRECTOR AND OTHER INFORMATION
-------------------------------------------------------------------------------
ROBERT Q. MARSTON Dr. Marston is Chairman of the Board of Cordis
1984 Corporation, a health products company. He was
Age 72 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
[Photo] 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)(c)
-------------------------------------------------------------------------------
JORGE L. MAS CANOSA Mr. Mas Canosa is Chairman of the Board of MasTec,
1993 Inc., a public engineering contracting firm
Age 55 specializing in telecommunications infrastructure, and
is one of the few Hispanics in the United States to own
[Photo] a majority interest in 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)
-------------------------------------------------------------------------------
NANCY CLARK REYNOLDS Ms. Reynolds is Senior Consultant of The Wexler Group,
1986 a governmental relations and public affairs consulting
Age 67 firm in Washington, D.C. She currently serves as a
Director of Sears, Roebuck & Co., Allstate Insurance
[Photo] 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
Smithsonian Museum of the American Indian. 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. (d)(f)
-------------------------------------------------------------------------------
6
<PAGE>
NOMINEE AND YEAR PRESENT AND PAST POSITIONS
FIRST BECAME DIRECTOR AND OTHER INFORMATION
-------------------------------------------------------------------------------
THOMAS P. STAFFORD General Stafford is a Consultant for the firm of
1991 General Technical Services, Inc., which he joined in
Age 64 1984. He is also Vice Chairman and co-founder of
Stafford, Burke and Hecker, Inc., a Washington-based
[Photo] consulting firm. After serving as an astronaut for a
number of years, he retired in 1979 from the Air Force
as a Lt. General and Deputy Chief of Staff for
Research, Development and Acquisition. He then served
as Vice Chairman of Gibraltar Exploration Limited until
1984. 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.; Pacific Scientific Company;
Seagate Technology, Inc.; Tracor, 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 75 of the Corporation from the time it was founded until
April 26, 1986. He formerly was a Special Agent of the
[Photo] Federal Bureau of Investigation. He is a member of the
Board of Directors of Wackenhut Corrections
Corporation, 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 of
1986 the Corporation since April 26, 1986, was formerly
Age 47 Senior Vice President, Operations from 1983-1986. He
was Manager of Physical Security from 1973-74. He also
[Photo] 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 a
member of the Board of Directors of Wackenhut
Corrections Corporation, 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, the International Security Management
Association, and 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)
-------------------------------------------------------------------------------
7
<PAGE>
(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.
COMPOSITION AND FUNCTIONS OF SPECIFIC COMMITTEES
OF THE BOARD OF DIRECTORS
The Wackenhut Corporation has an Audit and Finance Committee whose members are
as follows:
Edward L. Hennessy, Jr., Chairman Anne N. Foreman
Richard G. Capen, Jr., Vice Chairman Robert Q. Marston
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
1994 fiscal year. Mr. Jorge L. Mas Canosa attended less than 75% of Board and
assigned Committee meetings during fiscal 1994.
8
<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, 1995, by each director nominee for
election as director at the 1995 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
Julius W. Becton, Jr. -- - 125 *
Richard G. Capen, Jr. -- - 250 (2) *
Anne N. Foreman -- - 250 *
Edward L. Hennessy, Jr. -- - 250 *
Paul X. Kelley 1000 (2) * 1750 (2) *
Robert Q. Marston 600 (3) * 1150 (3) *
Jorge L. Mas Canosa -- - 250 (2) *
Nancy Clark Reynolds 400 * 850 *
Thomas P. Stafford -- - 250 *
George R. Wackenhut 1,929,606 (4) 50.00 % 2,925,737 (4) 49.34%
Richard R. Wackenhut 65 (5) * 26,353 (5) *
EXECUTIVE OFFICERS
Alan B. Bernstein 500 * 20,072 (7) *
Fernando Carrizosa -- - 15,285 (7) *
Timothy P. Cole 500 * 20,042 (7) *
ALL NOMINEES AND
EXECUTIVE OFFICERS
AS A GROUP 1,932,671 50.08 % 3,042,614 51.31%
OTHER
Wellington Management
Company (6) 292,900 7.59 % -- -
*Beneficially owns less than 1%
<FN>
(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) All shares held jointly with his wife.
(3) Includes 100 Series A and 150 Series B 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 2,785,914 shares
of Series B as joint tenants. In addition, Mrs. Wackenhut owns 20,000
shares of Series A and 30,000 shares of Series B in her own name, and
Mr. Wackenhut owns 52,330 shares and 82,323 shares of Series A and
Series B, respectively, in his own
9
<PAGE>
name with respect to which each disclaims beneficial ownership of
those shares held by the other. Also includes 27,500 Series B shares
over which Mr. Wackenhut has an option.
(5) 65 shares of Series A and 97 shares of Series B held in trust for
daughter, Jennifer A. Wackenhut, under Florida Gifts to Minors Act and
the balance in his own name. Also includes 25,000 Series B shares over
which Mr. Wackenhut has an option.
(6) Whose address is 75 State Street, Boston, MA 02109. Holdings shown
are as of December 31, 1994.
(7) Includes Series B shares over which the Executive Officers have
options.
</TABLE>
EXECUTIVE COMPENSATION
The following table shows remuneration paid or accrued by the Corporation during
the fiscal year ended January 1, 1995 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
Corporation, and the capacities in which the services were rendered.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG-TERM COMPENSATION
---------------------------- --------------------------------------------------
AWARDS PAYOUTS
RESTRICTED SECURITIES ALL OTHER
STOCK UNDERLYING LTIP COMPEN-
AWARDS OPTIONS/ PAYOUTS SATION
NAME AND PRINCIPAL POSITION YEAR SALARY ($) BONUS ($) ($)(1)(2) SARS(#) ($)(5) ($)(3)& (4)
---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
George R. Wackenhut, 1994 732,000 329,000 N/A 112,833 16,543
Chairman of the Board and 1993 650,000 - N/A 32,162 16,543
Chief Executive Officer 1992 600,000 95,000 N/A 16,543
Richard R. Wackenhut, 1994 451,000 208,000 29,341 110,333 59,000
President and Chief 1993 390,000 55,000 13,006 10,553 59,000
Operating Officer 1992 355,000 87,000 11,833 55,924
Alan B. Bernstein, 1994 253,000 123,000 14,710 82,750 51,000
Executive Vice President, 1993 225,000 40,000 5,999 4,809 51,000
and President, Domestic 1992 200,000 62,000 5,333 47,935
Operations Group
Timothy P. Cole 1994 242,000 125,000 14,405 104,083 74,000
Executive Vice President, 1993 215,000 45,000 5,730 4,557 74,000
and President, Government 1992 190,000 60,000 5,067 70,000
Services Group
Fernando Carrizosa 1994 198,000 69,000 10,401 68,333 50,000
Senior Vice President, and 1993 168,000 30,000 3,295 2,394 50,000
President, International 1992 135,000 50,000 2,704 46,667
Operations Group
N/A - Not applicable
<FN>
(1) The aggregate 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, 1994 is
10
<PAGE>
as follows (performance shares and restricted stock units have been
adjusted for a 25% stock dividend in the form of a stock split
declared in 1994):
</TABLE>
<TABLE>
<CAPTION>
RESTRICTED
STOCK PERFORMANCE TOTA FAIR
UNITS SHARES UNITS/SHARES MARKET VALUE
---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
G. R. Wackenhut 25,583 25,583 $310,194
R. R. Wackenhut 6,528 9,160 15,688 $190,217
A. B. Bernstein 3,128 4,494 7,622 $92,417
T. P. Cole 3,023 4,376 7,399 $89,713
F. Carrizosa 1,946 3,005 4,951 $60,031
The restricted stock units vest after 7 years of continuous employment from date
of grant.
<FN>
(2) Dividends are paid on restricted stock.
(3) This column represents (for the CEO) the cost of a split-dollar life
insurance policy on George R. Wackenhut and Ruth J. Wackenhut.
(4) This column represents (except for the CEO) the cost of providing for
future liabilities under the Senior Officer Retirement Plan.
(5) There was no payout of awards for the 1992-1994 performance cycle
because return on equity performance goals were not met.
</TABLE>
LONG TERM INCENTIVE STOCK PLAN - AWARDS IN THE LAST FISCAL YEAR
The following table sets forth certain information concerning awards made under
the Company's Key Employee Long-Term Incentive Stock Plan to the named
executives during 1994. The Plan is a series of successive overlapping three
year periods commencing the first day of each fiscal year. Awards are earned
only if certain predetermined criteria are met. Adjustments may be made in
performance share awards to consider aspects of performance that may not be
reflected in the Company's financial results.
<TABLE>
<CAPTION>
ESTIMATED FUTURE PAYOUTS
NUMBER OF PERFORMANCE UNDER NON-STOCK PRICE-BASED PLAN
SHARES, OR OTHER
UNITS, OR PERIOD UNTIL THRESHOLD TARGET MAXIMUM
OTHER RIGHTS MATURATION OR PAYOUT PAYOUT PAYOUT
NAME (#) PAYOUT (1) ($) ($) ($)
------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
George R. Wackenhut 18,334 1994-1996 $ 79,750 $ 159,500 $239,250
Richard R. Wackenhut 6,744 1994-1996 $ 29,334 $ 58,667 $88,001
Alan B. Bernstein 3,379 1994-1996 $ 14,700 $ 29,400 $44,100
Timothy P. Cole 3,310 1994-1996 $ 14,400 $ 28,800 $43,200
Fernando Carrizosa 2,391 1994-1996 $ 10,400 $ 20,800 $31,200
<FN>
(1) Average Return on Equity performance goals are set by the Nominating
and Compensation Committee for all of the three-year performance
cycles.
</TABLE>
11
<PAGE>
OPTIONS/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
VALUE AT ASSUMED
ANNUAL RATES OF STOCK
PRICE APPRECIATION
INDIVIDUAL GRANTS FOR OPTION TERM (3)
------------------------------------------------------------------------- -----------------------
NUMBER OF % OF TOTAL
SECURITIES OPTIONS/SARS
UNDERLYING GRANTED TO EXERCISE OR
OPTIONS/SARS EMPLOYEES IN BASE PRICE EXPIRATION
NAME GRANTED (1) FISCAL YEAR ($/SHARE) DATE 5% ($) 10% ($)
------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
George R. Wackenhut 27,500 (2) 8.5% 7.70 (2) 30- Apr- 04 133,168 337,475
48,000 10.7% 2.40 29- Feb- 04 72,449 183,599
37,333 10.7% 7.50 05- May- 04 176,089 446,244
Richard R. Wackenhut 25,000 (2) 7.7% 7.70 (2) 30- Apr- 04 121,062 306,795
48,000 10.7% 2.40 29- Feb- 04 72,449 183,599
37,333 10.7% 7.50 05- May- 04 176,089 446,244
Alan B. Bernstein 18,750 (2) 5.8% 7.70 (2) 30- Apr- 04 90,797 230,097
36,000 8.0% 2.40 29- Feb- 04 54,336 137,699
28,000 8.0% 7.50 05- May- 04 132,068 344,686
Timothy P. Cole 18,750 (2) 5.8% 7.70 (2) 30- Apr- 04 90,797 230,097
48,000 10.7% 2.40 29- Feb- 04 72,449 183,599
37,333 10.7% 7.50 05- May- 04 176,089 446,244
Fernando Carrizosa 15,000 (2) 4.6% 7.70 (2) 30- Apr- 04 72,637 184,077
30,000 6.7% 2.40 29- Feb- 04 45,280 114,749
23,333 6.7% 7.50 05- May- 04 110,055 278,901
<FN>
(1) Options are listed for each executive in the following order:
The Key Employee Long-Term Incentive Stock Plan of the
Corporation
Wackenhut Corrections Corporation 1994 Stock Option Plan (the
"First Plan")
Wackenhut Corrections Corporation Stock Option Plan (the "Second
Plan")
No options were exercised in 1994.
(2) The number of options granted and base price have been adjusted to
reflect the effect of a 25% stock dividend in the form of a stock
split effective January 9, 1995.
(3) The full option term was used in the 5% and 10% annual growth
projections for the price of the underlying stock.
</TABLE>
12
<PAGE>
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE MONEY
OPTIONS/SARS OPTIONS/SARS
AT FISCAL AT FISCAL
SHARES YEAR-END (#) YEAR-END ($)
ACQUIRED VALUE ---------------------------------------------
ON EXERCISE REALIZED EXERCISABLE (E)/ EXERCISABLE (E)/
(#) ($) UNEXERCISABLE (U) (1) UNEXERCISABLE (U)
----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
George R. Wackenhut NONE NA 27,500 U 121,688 U
NONE NA 48,000 E 694,800 E
NONE NA 37,333 E 349,997 E
Richard R. Wackenhut NONE NA 25,000 U 110,625 U
NONE NA 48,000 E 694,800 E
NONE NA 37,333 E 349,997 E
Alan B. Bernstein NONE NA 18,750 U 82,969 U
NONE NA 36,000 E 521,100 E
NONE NA 28,000 E 262,500 E
Timothy P. Cole NONE NA 18,750 U 82,969 U
NONE NA 48,000 E 694,800 E
NONE NA 37,333 E 349,997 E
Fernando Carrizosa NONE NA 15,000 U 66,375 U
NONE NA 30,000 E 434,250 E
NONE NA 23,333 E 218,747 E
<FN>
(1) Options are listed for each executive in the following order:
The Key Employee Long-Term Incentive Stock Plan of the Corporation
Wackenhut Corrections Corporation 1994 Stock Option Plan (the "First
Plan")
Wackenhut Corrections Corporation Stock Option Plan (the "Second
Plan")
</TABLE>
SENIOR OFFICER RETIREMENT PLAN
The following table sets forth the estimated annual benefits payable under the
Retirement Plan for senior officers.
<TABLE>
<CAPTION>
RETIREMENT PLAN TABLE
ANNUAL BENEFITS
------------------------------------------------------------------------------
OFFICER BENEFICIARIES
---------------------------- ---------------------------
<S> <C> <C> <C> <C>
R. R. Wackenhut $ 175,000 20 years $ 100,000 10 years
A. B. Bernstein 150,000 20 years 100,000 10 years
T. P. Cole 125,000 20 years 50,000 10 years
Fernando Carrizosa 100,000 20 years 50,000 10 years
</TABLE>
13
<PAGE>
The Retirement Plan for senior officers provides that the Corporation will pay
certain sums to the senior officers or their beneficiaries for twenty (20) years
beginning on the date of their death or retirement after age 60, or to their
beneficiaries for ten years if they die before age 60.
The Corporation has purchased life insurance on the lives of such senior
officers in amounts that, in the aggregate, will substantially fund its future
liability under the Retirement Plan.
With respect to the five most highly compensated executive officers of the
Corporation, George R. Wackenhut is not a participant in the Retirement Plan.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Nominating and Compensation Committee of the Board of Directors (the
"Compensation Committee") met two times in fiscal 1994. 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 reports from
independent organizations concerning compensation levels for reasonably
comparable companies. This information is used as a market check on the
reasonableness of the salaries proposed by management. In the past, these
analyses have indicated that the total compensation for the top executives of
the Company is 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 matches were deemed relevant
and appropriate by the outside firm. Management recommends 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 1994 was attributable to the
overall financial performance of the Company, strategic objectives and the
quality of his leadership. In 1994, 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
14
<PAGE>
consolidated revenue and income and Business Unit revenues and service profits.
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. The Company has elected to comply with Section 162(m) of the Internal
Revenue Code to the extent it deems appropriate. Based upon this, a new Annual
Bonus Plan for Designated Executive Officers is being presented to the
shareholders for approval.
The Compensation Committee's decisions regarding the amount of incentive
compensation payable in a given year and the allocation of same 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.
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 1994 for the CEO, the Chief Operating Officer,
Executive Vice Presidents, and Senior Vice Presidents of the Company were 22%,
20%, 18% and 16%, 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.
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
15
<PAGE>
Comparison of Five-Year
Cumulative Total Return* (Chart Here)
The Wackenhut Corporation,
Wilshire 5000 Equity, and
S&P Commercial Services Indexes [GRAPH]
-------------------------------------
Performance through December 31, 1994
Assumes $100 invested on December 31,1989, in
Wackenhut Series A Common Stock and the Index companies
* Total return assumes reinvestment of dividends.
-------------------------------------------------------
1989 1990 1991 1992 1993 1994
--------------------------------------------------------------------------------
Wackenhut 100 95 119 125 117 123
Wilshire 5000 Equity 100 94 126 137 153 153
S&P Specialized Services 100 84 91 90 88 80
--------------------------------------------------------------------------------
The above graph compares the performance of The Wackenhut Corporation with that
of the Wilshire 5000 Equity, and the S&P Specialized 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 Specialized 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 Specialized Services Index.
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.
In March 1995, the Corporation entered into a non-binding letter of intent with
U.S. Development Corp. for the sale of the building housing the Corporation's
headquarters located in Coral Gables, Florida. U.S. Development Corp. is
wholly-owned by Mr. Jorge L. Mas Canosa and certain of his family members. Mr.
Jorge L. Mas Canosa is a director of the Corporation. The purchase price for the
building is $13,175,000 which is payable all in cash, subject to certain
adjustments. The purchase price was determined by negotiations between the
Corporation and U.S. Development Corporation. Management of the Corporation
believes that the terms of the letter of intent, including the purchase price,
are no less favorable to the Corporation than those that could have been
obtained from unaffiliated third parties. Under the letter of intent, the
Corporation is (i) to continue to occupy its existing space in the building
until March 1, 1996, at which time it is to vacate certain parts of the building
and (ii) to pay
16
<PAGE>
rent at the rate of $16.13 per square foot until such time that it vacates the
space. The letter of intent is subject to the negotiation and execution by the
Corporation and U.S. Development Corp. of a mutually acceptable written purchase
agreement. The Corporation currently anticipates that it will enter into such
purchase agreement in late March or early April, 1995, although no assurance can
be given in this regard.
The Corporation has taken a special one-time charge in the fourth quarter of
fiscal 1994 to provide for a loss resulting from a write-down in the carrying
value of the building. The charge is approximately $8.7 million ($5.4 million or
56 cents per share after taxes).
DIRECTORS' COMPENSATION
Directors of the Corporation who are not Officers were paid during fiscal year
1994 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 1994 one
hundred shares of Series B Common Stock of the Corporation.
No Directors or their affiliates were compensated for services rendered to the
Corporation during 1994 other than the standard Director retainer and attendance
fees.
SECTION 16 FILING VIOLATIONS
The Company inadvertently failed to file one SEC Form 4 for General P.X. Kelley
during 1994 after being informed of his purchase of 795 shares each of Series A
and B common stock in August of 1994. 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 1994 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 LLP to be the independent
certified public accountants of the Corporation for the fiscal year 1995, 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 LLP has advised the Corporation that no partner or
employee of Arthur Andersen LLP 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 LLP, 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.
PROPOSAL TO APPROVE
THE WACKENHUT CORPORATION ANNUAL BONUS PLAN
FOR DESIGNATED EXECUTIVE OFFICERS
Under amendments to the Internal Revenue Code of 1986, as amended (the "Code"),
adding Section 162(m) to the Code and the proposed rules and regulations issued
thereunder ("Section 162(m)"), the Company for federal income tax purposes,
generally may not deduct certain employee compensation that would otherwise be
deductible to the extent that such compensation exceeds $1,000,000 for any such
individual in any fiscal year.
17
<PAGE>
However, compensation that is "performance-based" [as defined in Section 162(m)]
is not subject to the deductible limitations. In addition to other requirements,
compensation will be considered "performance-based" if it is paid pursuant to a
plan the material terms of which are disclosed to and approved by shareholders
prior to the payment of such compensation. The Bonus Plan is intended to comply
with the requirements of Section 162(m), and, by obtaining shareholder approval
of the Bonus Plan, the Corporation expects to preserve the deductibility of
annual Bonus Plan compensation paid to its executive officers. Accordingly, the
Nominating and Compensation Committee (the Committee) has approved the adoption
of the Annual Bonus Plan for Designated Executive Officers of the Company (Bonus
Plan), and has recommended the Bonus Plan be submitted to the shareholders for
adoption. The Bonus Plan is designed to qualify compensation paid thereunder as
performance based for purposes of Section 162(m).
Cash bonuses under the Bonus Plan are predicated on the achievement by the
Company of performance goals for the year. Subject to shareholders approval of
the Bonus Plan, attainment of the specified performance goal(s), and committee
certification that performance goals were achieved, actual cash awards under the
Bonus Plan will be made. The Committee believes the Bonus Plan will enable the
Company to continue to attract, motivate, reward and retain executives to
promote the financial performance and growth of the Company, without limiting
the Company's ability to deduct compensation awarded under the Bonus Plan for
federal income tax purposes.
Administrator: The Bonus Plan is administered by the Committee which is
comprised of Directors of the Corporation who are independent, non-employee
directors that are not eligible to participate in any of the executive
compensation programs. Thus, the composition of the Committee satisfies the
requirements of the Internal Revenue Code.
Plan Year: The plan year is the Corporation's fiscal year which is the calendar
year.
Eligible Participants: Senior executive officers (approximately seven
individuals) are eligible to participate in the Bonus Plan. The Committee shall
designate the executive officers who shall participate in the Bonus Plan for the
plan year. Any person who is a participant in the Bonus Plan shall be ineligible
to participate in the regular Senior Officer Incentive Plan for such year.
Determination of Bonus: The award of a bonus under the Bonus Plan in any given
year is conditioned on the achievement by the Company of one or more specific
performance goals for such year. The Committee will establish particular
performance goals based on one or more of the following measures of the
Company's financial performance for such year: gross revenues, income before or
after tax, return on investment, return on equity, return on revenue and market
value of common stock. After the end of each year, the Committee will determine
whether the particular performance goals established for such year have been
satisfied as derived from the Company's financial statements (prepared in
accordance with generally accepted accounting principles consistently applied in
accordance with past accounting practices).
No participant shall receive a bonus for any performance period in which the
applicable minimum company performance factor is not met. The committee has the
authority to reduce the amount of or eliminate any bonus otherwise payable,
although it does not have the power to increase the amount of an award as
determined pursuant to the formula. The maximum bonus that a participant can
receive under the Bonus Plan for any performance period is $1,500,000. All
bonuses awarded under the Bonus Plan are payable in cash. The Committee believes
that the award of annual bonuses based on any of the performance criteria
provided in the Bonus Plan will further the Company's philosophy that executive
compensation be aligned with the financial interests of the Company's
shareholders.
Estimate of Benefits: The amounts that will be paid pursuant to the Bonus Plan
are not currently determinable. Had this Bonus Plan been in effect last year,
the Chairman of the Board would have been the only person who would have
participated in the plan. Payment would have been as follows:
18
<PAGE>
NAME AND POSITION DOLLAR VALUE ($)
---------------------------------------------------
George R. Wackenhut $308,560
Chairman of the Board
and Chief Executive Officer
No amounts would have been payable to any other employees or directors of the
Company.
Amendment and Termination of Plan: The Committee may amend prospectively or
terminate the Bonus Plan at any time.
SHAREHOLDER APPROVAL OF THE PLAN: THE BOARD OF DIRECTORS DEEMS IT TO BE IN THE
BEST INTERESTS OF THE CORPORATION AND ITS SHAREHOLDERS TO PRESERVE, INSOFAR AS
POSSIBLE, THE CORPORATION'S TAX DEDUCTION FOR ANNUAL COMPENSATION PAID IN EXCESS
OF $1 MILLION TO ITS EXECUTIVE OFFICERS, AND THEREFORE RECOMMENDS THAT
SHAREHOLDERS VOTE FOR APPROVAL OF THE BONUS PLAN.
SHAREHOLDER PROPOSAL DEADLINE
Shareholder proposals intended to be presented at the April 26, 1996, 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, 1995.
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.
James P. Rowan
Vice President, General Counsel
and Assistant Secretary
March 28, 1995
-------------------------------------------------------------------------------
A copy of the Corporation's Annual Report on Form 10-K for the fiscal year ended
January 1, 1995 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
Robert P. Harwood, Vice President, Investor/Public Relations, The Wackenhut
Corporation, 1500 San Remo Avenue, Coral Gables, Florida 33146.
19
<PAGE>
PROXY
THE WACKENHUT CORPORATION
1500 San Remo Avenue
Coral Gables, Florida 33146
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints George R. Wackenhut and Richard R.
Wackenhut as Proxies, each with the power to appoint his or her substitute, and
hereby authorizes them to represent and to vote, as designated below, all the
shares of Series A Common Stock of The Wackenhut Corporation held of record by
the undersigned on March 14, 1995, at the Annual Meeting of Shareholders to be
held at the Biltmore Hotel, 1200 Anastasia Avenue, Coral Gables, Florida, at
9:00 A.M., April 28, 1995, or at any adjournment thereof.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS AND WILL BE VOTED IN
ACCORDANCE WITH THE ABOVE INSTRUCTIONS. IF NO INSTRUCTIONS ARE SPECIFIED, THIS
PROXY WILL BE VOTED FOR PROPOSALS 1, 2 AND 3. ON ANY OTHER BUSINESS WHICH MAY
PROPERLY COME BEFORE THE MEETING, THE SHARES WILL BE VOTED IN ACCORDANCE WITH
THE JUDGEMENT OF THE PERSONS NAMED AS PROXIES.
(CONTINUED, AND TO BE SIGNED, ON OTHER SIDE.)
<PAGE>
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSALS 1, 2 AND 3.
/X/ PLEASE MARK
_______________ YOUR VOTES
SERIES A COMMON AS THIS
1. ELECTION OF DIRECTORS
VOTING FOR all nominees listed to the right (except as marked to the
contrary). / /
VOTE WITHHELD as to all nominees / /
NOMINEES: Julius W. Becton, Jr., Richard G. Capen, Jr., Anne N. Foreman,
Edward L. Hennessy, Jr., Paul X. Kelley, Robert Q. Marston, Jorge L. Mas
Canosa, Nancy Clark Reynolds, Thomas P. Stafford, George R. Wackenhut,
Richard R. Wackenhut
INSTRUCTION: To withhold authority to vote for any individual nominee,
strike a line through the nominee's name in the list above.
FOR / / AGAINST / / ABSTAIN / /
2. Proposal to approve for the fiscal year 1995 the appointment of ARTHUR
ANDERSEN LLP as the independent certified public accountant of the
Corporation.
FOR / / AGAINST / / ABSTAIN / /
3. Proposal to approve The Wackenhut Corporation Annual Series Plan for
Designated Executive Officers.
FOR / / AGAINST / / ABSTAIN / /
4. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
Please date and sign exactly as name appears below. Joint owners should each
sign. Attorneys-in-fact, Executors, Administrators, Trustees, Guardians, or
corporate officers should give full title.
Dated , 1995
-----------------------------
------------------------------------------
Signature
------------------------------------------
Signature if held jointly
PLEASE SIGN AND RETURN THIS PROXY IN THE ACCOMPANYING ADDRESSED ENVELOPE.
