<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 (S) 240.14a-11(c) or (S) 240.14a-12
VIGNETTE CORPORATION
------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] 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:
Notes:
<PAGE>
[VIGNETTE LOGO]
VIGNETTE CORPORATION
901 South Mopac Expressway
Austin, Texas 78746
April 13, 2000
TO THE STOCKHOLDERS OF VIGNETTE CORPORATION
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders of
Vignette Corporation (the "Company"), which will be held at the Four Seasons
Hotel, 98 San Jacinto Boulevard, Austin, Texas, on Monday, May 15, 2000, at
9:00 A.M., Central Time.
Details of the business to be conducted at the Annual Meeting are given in
the attached Proxy Statement and Notice of Annual Meeting of Stockholders.
It is important that your shares be represented and voted at the meeting.
WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE COMPLETE, SIGN,
DATE AND PROMPTLY RETURN THE ACCOMPANYING PROXY IN THE ENCLOSED POSTAGE-PAID
ENVELOPE. Returning the proxy does NOT deprive you of your right to attend the
Annual Meeting. If you decide to attend the Annual Meeting and wish to change
your proxy vote, you may do so automatically by voting in person at the
meeting.
On March 15, 2000, the Company announced a three-for-one stock split of its
Common Stock, in the form of a stock dividend, to be paid on April 13, 2000.
This stock split is more fully described in the attached Proxy Statement. It
is important to note that, except as otherwise indicated in the Proxy
Statement, all share numbers and stock values in the Proxy Statement have not
been adjusted to reflect this three-for-one stock split.
On behalf of the Board of Directors, I would like to express our
appreciation for your continued interest in the affairs of the Company. We
look forward to seeing you at the Annual Meeting.
Sincerely,
/s/ Gregory A. Peters
Gregory A. Peters
President, Chief Executive Officer
and Chairman of the Board
<PAGE>
[VIGNETTE LOGO]
VIGNETTE CORPORATION
901 South Mopac Expressway
Austin, Texas 78746
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be held May 15, 2000
The Annual Meeting of Stockholders (the "Annual Meeting") of Vignette
Corporation (the "Company") will be held at the Four Seasons Hotel, 98 San
Jacinto Boulevard, Austin, Texas, on Monday, May 15, 2000, at 9:00 A.M.,
Central Time, for the following purposes:
1. To elect two directors of the Board of Directors to serve until the next
Annual Meeting or until their successors have been duly elected and
qualified;
2. To ratify the appointment of Ernst & Young LLP as the Company's
independent public accountants for the fiscal year ending December 31,
2000; and
3. To transact such other business as may properly come before the meeting
or any adjournments or postponements thereof.
The foregoing items of business are more fully described in the attached
Proxy Statement.
Only stockholders of record at the close of business on March 24, 2000 are
entitled to notice of, and to vote at, the Annual Meeting and at any
adjournments or postponements thereof. A list of such stockholders will be
available for inspection at the Company's headquarters located at 901 South
Mopac Expressway, Austin, Texas, during ordinary business hours for the ten-
day period prior to the Annual Meeting.
BY ORDER OF THE BOARD OF DIRECTORS,
/s/ Joel G. Katz
Joel G. Katz
Secretary
Austin, Texas
April 13, 2000
IMPORTANT
WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE COMPLETE,
SIGN, DATE AND PROMPTLY RETURN THE ACCOMPANYING PROXY IN THE ENCLOSED
POSTAGE-PAID ENVELOPE. YOU MAY REVOKE YOUR PROXY AT ANY TIME PRIOR TO THE
ANNUAL MEETING. IF YOU DECIDE TO ATTEND THE ANNUAL MEETING AND WISH TO
CHANGE YOUR PROXY VOTE, YOU MAY DO SO AUTOMATICALLY BY VOTING IN PERSON AT
THE MEETING.
<PAGE>
VIGNETTE CORPORATION
901 South Mopac Expressway
Austin, Texas 78746
PROXY STATEMENT
FOR ANNUAL MEETING OF STOCKHOLDERS
To be held May 15, 2000
These proxy materials are furnished in connection with the solicitation of
proxies by the Board of Directors of Vignette Corporation, a Delaware
corporation (the "Company"), for the Annual Meeting of Stockholders (the
"Annual Meeting") to be held at the Four Seasons Hotel, 98 San Jacinto
Boulevard, Austin, Texas, on Monday, May 15, 2000, at 9:00 A.M., Central Time,
and at any adjournment or postponement of the Annual Meeting. These proxy
materials were first mailed to stockholders on or about April 13, 2000.
PURPOSE OF MEETING
The specific proposals to be considered and acted upon at the Annual Meeting
are summarized in the accompanying Notice of Annual Meeting of Stockholders.
Each proposal is described in more detail in this Proxy Statement.
VOTING RIGHTS AND SOLICITATION OF PROXIES
The Company's Common Stock is the only type of security entitled to vote at
the Annual Meeting. On March 24, 2000, the record date for determination of
stockholders entitled to vote at the Annual Meeting, there were 64,456,286
shares of Common Stock outstanding. Each stockholder of record on March 24,
2000 is entitled to one vote for each share of Common Stock held by such
stockholder on March 24, 2000. All share numbers in this Proxy Statement
(including the number of shares outstanding on the record date for the Annual
Meeting) have been adjusted to reflect the two-for-one stock split paid by the
Company on December 1, 1999 (the "1999 Stock Split") but have not been
adjusted to reflect the 2000 Stock Split (as such term is defined in the
following paragraph). Shares of Common Stock may not be voted cumulatively.
All votes will be tabulated by the inspector of election appointed for the
meeting, who will separately tabulate affirmative and negative votes,
abstentions and broker non-votes.
On March 15, 2000, the Company announced a three-for-one stock split of its
Common Stock to be paid April 13, 2000 (the "2000 Stock Split"). The 2000
Stock Split will be effected in the form of a stock dividend to be issued to
each stockholder of record as of March 27, 2000. EXCEPT AS OTHERWISE INDICATED
HEREIN, ALL SHARE NUMBERS AND STOCK VALUES IN THIS PROXY STATEMENT HAVE NOT
BEEN ADJUSTED TO REFLECT THE 2000 STOCK SPLIT.
Quorum Required
The Company's bylaws provide that the holders of a majority of the Company's
Common Stock issued and outstanding and entitled to vote at the Annual
Meeting, present in person or represented by proxy, shall constitute a quorum
for the transaction of business at the Annual Meeting. Abstentions and broker
non-votes will be counted as present for the purpose of determining the
presence of a quorum.
Votes Required
Proposal 1. Directors are elected by a plurality of the affirmative votes
cast by those shares present in person, or represented by proxy, and entitled
to vote at the Annual Meeting. The two nominees for director receiving the
highest number of affirmative votes will be elected. Abstentions and broker
non-votes will not be counted toward a nominee's total. Stockholders may not
cumulate votes in the election of directors.
<PAGE>
Proposal 2. Ratification of the appointment of Ernst & Young LLP as the
Company's independent public accountants for the fiscal year ending December
31, 2000 requires the affirmative vote of a majority of those shares present
in person, or represented by proxy, and cast either affirmatively or
negatively at the Annual Meeting. Abstentions and broker non-votes will not be
counted as having been voted on the proposal.
Proxies
Whether or not you are able to attend the Company's Annual Meeting, you are
urged to complete and return the enclosed proxy, which is solicited by the
Company's Board of Directors and which will be voted as you direct on your
proxy when properly completed. In the event no directions are specified, such
proxies will be voted FOR the Nominees of the Board of Directors (as set forth
in Proposal No. 1), FOR Proposal No. 2 and in the discretion of the proxy
holders as to other matters that may properly come before the Annual Meeting.
You may also revoke or change your proxy at any time before the Annual
Meeting. To do this, send a written notice of revocation or another signed
proxy with a later date to the Secretary of the Company at the Company's
principal executive offices before the beginning of the Annual Meeting. You
may also automatically revoke your proxy by attending the Annual Meeting and
voting in person. All shares represented by a valid proxy received prior to
the Annual Meeting will be voted.
Solicitation of Proxies
The Company will bear the entire cost of solicitation, including the
preparation, assembly, printing, and mailing of this Proxy Statement, the
proxy, and any additional soliciting material furnished to stockholders.
Copies of solicitation material will be furnished to brokerage houses,
fiduciaries, and custodians holding shares in their names that are
beneficially owned by others so that they may forward this solicitation
material to such beneficial owners. The Company has retained the services of
ChaseMellon Consulting Services, L.L.C. ("ChaseMellon") to aid in the
solicitation of proxies from brokers, bank nominees and other institutional
owners. The Company estimates that it will pay ChaseMellon a fee not to exceed
$5,500.00 for its services and will reimburse ChaseMellon for certain out-of-
pocket expenses that are usual and proper. In addition, the Company may
reimburse brokerage houses, fiduciaries, and custodians representing
beneficial owners of shares for their costs of forwarding the solicitation
material to such beneficial owners. The original solicitation of proxies by
mail may be supplemented by solicitation by telephone, telegram, or other
means by directors, officers, employees or agents of the Company. No
additional compensation will be paid to these individuals for any such
services. Except as described above, the Company does not presently intend to
solicit proxies other than by mail.
2
<PAGE>
PROPOSAL NO. 1
ELECTION OF DIRECTORS
The Company currently has authorized seven directors. In accordance with the
terms of the Company's Amended and Restated Certificate of Incorporation, the
Board of Directors is divided into three classes: Class I, whose term will
expire at the 2000 Annual Meeting; Class II, whose term will expire at the
2001 Annual Meeting; and Class III, whose term will expire at the 2002 Annual
Meeting. At the 2000 Annual Meeting, two directors will be elected to serve
until the Annual Meeting to be held in 2003 or until his or her respective
successor is elected and qualified. The Board of Directors has selected two
nominees as the nominees for Class I. The nominees for the Board of Directors
are both currently directors of the Company and are set forth below. The proxy
holders intend to vote all proxies received by them in the accompanying form
FOR the nominees for directors listed below. In the event any nominee is
unable or declines to serve as a director at the time of the Annual Meeting,
the proxies will be voted for any nominee who shall be designated by the
present Board of Directors to fill the vacancy. In the event that additional
persons are nominated for election as directors, the proxy holders intend to
vote all proxies received by them for the nominees listed below. As of the
date of this Proxy Statement, the Board of Directors is not aware of any
nominee who is unable or will decline to serve as a director.
Set forth below is information regarding the nominees, including their ages
as of March 31, 2000, their positions and offices held with the Company and
certain biographical information.
<TABLE>
<CAPTION>
Positions and Offices Held with
Nominees Age the Company
- -------- --- -------------------------------
<S> <C> <C>
Joseph A. Marengi........................... 46 Director
Steven G. Papermaster(1).................... 41 Director
</TABLE>
- --------
(1) Member of Audit Committee
Joseph A. Marengi has served as a director of Vignette since July 1999. Mr.
Marengi, who is a Senior Vice President with Dell Computer Corporation
reporting to the Office of the Chief Executive Officer, is responsible for the
Dell Americas units serving enterprise, large corporate and medium-sized
business customers. Prior to joining Dell in July 1997, Mr. Marengi worked
with Novell, Inc., most recently serving as President and Chief Operating
Officer. He joined Novell in 1989, beginning as director of the Eastern region
and moving through successive promotions to become executive vice president of
worldwide sales and field operations. Mr. Marengi received a Bachelor of Arts
in Public Administration from the University of Massachusetts, Boston, and a
master's degree in Management from the University of Southern California.
Steven G. Papermaster has served as a director of Vignette since September
1998. Mr. Papermaster has served as the Chairman of Powershift Group, a
technology venture development group, since 1996. He is also Chairman of
Perficient, Inc., a provider of professional services to Internet software
companies, as well as a director of several privately held companies. Mr.
Papermaster was the Founder, Chairman and Chief Executive Officer of BSG
Corporation, a system integration company, from 1987 to 1996. Mr. Papermaster
also founded Enterprise Technology Institute in 1990. He received his Bachelor
of Arts in Finance from the University of Texas at Austin.
Set forth below is information regarding the continuing directors of the
Company, including their ages as of March 31, 2000, their positions and
offices held with the Company and certain biographical information.
<TABLE>
<CAPTION>
Nominees Age Positions and Offices Held with the Company
- -------- --- -------------------------------------------
<S> <C> <C>
Gregory A. Peters(3).... 39 President, Chief Executive Officer and Chairman of the Board
Robert E. Davoli(2)..... 51 Director
John D. Thornton(1)(2).. 34 Director
</TABLE>
- --------
(1) Member of Audit Committee
(2) Member of Compensation Committee
(3) Member of Stock Option Committee
3
<PAGE>
Gregory A. Peters has served as our Chief Executive Officer and President
and as a director since June 1998 and has served as the Chairman of the Board
since January 2000. From October 1997 to May 1998, Mr. Peters served as Chief
Executive Officer and President of Logic Works, Inc., a software company. Mr.
Peters joined Logic Works as Chief Financial Officer and Executive Vice
President, Finance and Operations in August 1996 and served as Acting
President and Chief Executive Officer from April 1997 to October 1997. From
April 1994 to August 1996, Mr. Peters served as Chief Financial Officer,
Treasurer and Senior Vice President, and from 1992 to March 1994, as
Controller and Treasurer, at Micrografx, Inc., a Windows-based graphics
software company. From 1990 to 1992, Mr. Peters held various financial
positions at DSC Communications Corporation, a telecommunications company. Mr.
Peters is a Certified Public Accountant and received his Bachelor of Arts
degree in Business Administration from Rhodes College in Memphis, Tennessee.
Robert E. Davoli has served as a director of Vignette since February 1996.
Mr. Davoli has served as General Partner of Sigma Partners, a venture capital
firm, since January 1995. He served as President and Chief Executive Officer
of Epoch Systems, a client-server software company, from February 1993 to
September 1994. From May 1986 through June 1992, Mr. Davoli was the President
and Chief Executive Officer of SQL Solutions, a relational database management
systems consulting and tools company that he founded and sold to Sybase, Inc.
in January 1990. He is a director of ISS Group, Inc., a network security
software company, which is publicly held, and he serves as a director of
several privately held companies. Mr. Davoli received a Bachelor of Arts in
History from Ricker College.
John D. Thornton has served as a director of Vignette since February 1996.
Mr. Thornton is a General Partner of Austin Ventures, a venture capital firm,
where he has been since 1991. Mr. Thornton serves as a director of Garden.com,
an e-commerce gardening company, MetaSolv Software, Inc., a telecommunications
software company, and Mission Critical Software, an enterprise software
company, as well as several privately held companies. He joined Austin
Ventures from McKinsey & Co., where he served clients in the United States and
Europe. He received a Bachelor of Arts with honors from Trinity University and
a Master of Business Administration from the Stanford Graduate School of
Business.
Board of Directors Meetings and Committees
During the fiscal year ended December 31, 1999, the Board of Directors held
seven (7) meetings and acted by written consent in lieu of a meeting on
seventeen (17) occasions. For the fiscal year, each of the directors during
the term of their tenure attended or participated in at least 75% of the
aggregate of (i) the total number of meetings or actions by written consent of
the Board of Directors and (ii) the total number of meetings held by all
committees of the Board of Directors on which each such director served. The
Board of Directors has three (3) standing committees: the Audit Committee, the
Compensation Committee and the Stock Option Committee.
During the fiscal year ended December 31, 1999, the Audit Committee of the
Board of Directors held one (1) meeting. The Audit Committee reviews, acts on
and reports to the Board of Directors with respect to various auditing and
accounting matters, including the selection of the Company's accountants, the
scope of the annual audits, fees to be paid to the Company's accountants, the
performance of the Company's accountants and the accounting practices of the
Company. The members of the Audit Committee are Messrs. Papermaster and
Thornton.
During the fiscal year ended December 31, 1999, the Compensation Committee
of the Board of Directors held one (1) meeting and acted by written consent in
lieu of a meeting on twenty-two (22) occasions. The Compensation Committee
reviews the performance of the executive officers of the Company, establishes
compensation programs for the officers, and reviews the compensation programs
for other key employees, including salary and cash bonus levels and option
grants under the 1999 Equity Incentive Plan and Supplemental Stock Option
Plan. The members of the Compensation Committee are Messrs. Davoli and
Thornton.
During the fiscal year ended December 31, 1999, the Stock Option Committee
of the Board of Directors acted by written consent in lieu of a meeting on
forty-three (43) occasions. The Stock Option Committee
4
<PAGE>
approves stock option grants to employees and consultants of the Company who
are not officers up to a maximum number of shares set by the Board of
Directors. Mr. Peters was the sole member of the Stock Option Committee during
1999.
Director Compensation
Except for grants of stock options, directors of the Company generally do
not receive compensation for services provided as a director. The Company also
does not pay compensation for committee participation or special assignments
of the Board of Directors.
Non-employee Board members are eligible for option grants pursuant to the
provisions of the Company's 1999 Non-Employee Director Option Plan. Under the
1999 Non-Employee Director Option Plan, each individual who first becomes a
non-employee Board member after the date of the Company's initial public
offering will be granted an option to purchase 50,000 shares on the date such
individual joins the Board, provided such individual has not been in the prior
employ of the Company. In addition, at each Annual Meeting of Stockholders,
each individual who has served as a non-employee Board member for at least six
months prior to such Annual Meeting will receive an additional option grant to
purchase 5,000 shares of Common Stock, whether or not such individual has been
in the prior employ of the Company. The option price for each option grant
under the 1999 Non-Employee Director Option Plan will be equal to the fair
market value per share of Common Stock on the automatic grant date and each
automatic option grant will be immediately exercisable for all of the option
shares. Each option becomes exercisable for 25% of the option shares after one
year of Board service and with respect to the balance of the shares in equal
quarterly installments over the three years thereafter. In August 1998, Mr.
Papermaster was granted an option to purchase 98,372 shares of our common
stock at an exercise price of $2.41 per share subject to a four year vesting
schedule in connection with his appointment to the Board. In July 1999, Mr.
Marengi was granted a fully vested option to purchase 50,000 shares of our
common stock at an exercise price of $24.00 per share. Pursuant to the 1999
Non-Employee Director Option Plan, each of Messrs. Davoli, Marengi,
Papermaster and Thornton will be granted options to purchase 5,000 shares of
Common Stock on May 15, 2000.
Directors who are also employees of the Company are eligible to receive
options and be issued shares of Common Stock directly under the 1999 Non-
Employee Director Option Plan and are also eligible to participate in the
Company's Employee Stock Purchase Plan and the Executive Bonus Plan.
Recommendation of the Board of Directors
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE NOMINEES LISTED HEREIN.
5
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STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of February 29, 2000, certain information
known to the Company regarding the beneficial ownership of the Company's
Common Stock by (i) each person who is known by the Company to be the
beneficial owner of more than five percent of the Company's outstanding shares
of Common Stock, (ii) the directors, (iii) the chief executive officer and the
five other highest paid executive officers of the Company, and (iv) the
directors and executive officers as a group. Beneficial ownership has been
determined in accordance with Rule 13d-3 under the Securities Exchange Act of
1934 (the "Exchange Act"). Under this rule, certain shares may be deemed to be
beneficially owned by more than one person (if, for example, persons share the
power to vote or the power to dispose of the shares). In addition, shares are
deemed to be beneficially owned by a person if the shares are issuable
pursuant to stock options that are exercisable within sixty (60) days of
February 29, 2000. In computing the percentage ownership of any person, the
amount of shares is deemed to include the amount of shares beneficially owned
by such person (and only such person) by reason of such acquisition rights. As
a result, the percentage of outstanding shares of any person as shown in the
following table does not necessarily reflect the person's actual voting power
at any particular date. The percentage of beneficial ownership for the
following table is based on 63,637,096 shares of Common Stock outstanding as
of February 29, 2000. Unless otherwise indicated, the address for each listed
stockholder is: c/o Vignette Corporation, 901 South Mopac Expressway, Austin,
Texas 78746. To our knowledge, except as indicated in the footnotes to this
table and pursuant to applicable community property laws, the persons named in
the table have sole voting and investment power with respect to all shares of
Common Stock.
<TABLE>
<CAPTION>
SHARES BENEFICIALLY
OWNED AS OF
FEBRUARY 29, 2000
--------------------
NUMBER OF PERCENTAGE
BENEFICIAL OWNER SHARES OF CLASS
---------------- --------- ----------
<S> <C> <C>
Putnam Investments, Inc.(1)........................... 3,714,604 5.84%
FMR Corp.(2).......................................... 8,643,652 13.58%
Gregory A. Peters(3).................................. 2,085,870 3.18%
William R. Daniel(4).................................. 416,588 *
Bradley V. Husick(5).................................. 161,198 *
Philip C. Powers(6)................................... 325,712 *
Richard L. Schwartz(7)................................ 52,024 *
Michael J. Vollman(8)................................. 759,055 1.19%
Robert E. Davoli...................................... 288,703 *
Joseph A. Marengi(9).................................. 34,800 *
Steven G. Papermaster(10)............................. 98,372 *
John D. Thornton(11).................................. 119,862 *
All current directors and executive officers as a
group (12 persons)(12)............................... 4,661,409 6.95%
</TABLE>
- --------
* Less than 1% of the outstanding shares of Common Stock.
(1) As reported in a Schedule 13G filed on February 18, 2000. Putnam
Investments, Inc. has shared power to vote or to direct the vote as to
24,614 shares and shared power to dispose of or to direct the disposition
of 3,714,604 shares. Putnam Investment, Inc.'s address is One Post Office
Square, Boston, Massachusetts 02109.
(2) As reported in a Schedule 13G/A filed on February 14, 2000. FMR Corp. has
the sole power to vote or to direct the vote as to 806,542 shares and the
sole power to dispose of or to direct the disposition of 8,643,652
shares. FMR Corp.'s address is 82 Devonshire Street, Boston,
Massachusetts 02109.
(3) Includes options immediately exercisable for 2,052,608 shares.
(4) Includes options immediately exercisable for 275,019 shares.
(5) Includes 155,028 shares held by The Husick Family Trust.
(6) Includes options immediately exercisable for 260,544 shares.
(7) Includes options immediately exercisable for 37,762 shares.
6
<PAGE>
(8) Includes options immediately exercisable for 248,012 shares.
(9) Includes options immediately exercisable for 34,800 shares.
(10) Includes options immediately exercisable for 98,372 shares.
(11) Includes options immediately exercisable for 67,630 shares.
(12) Includes options immediately exercisable for 3,393,972 shares.
COMPENSATION COMMITTEE REPORT
The Compensation Committee of the Company's Board of Directors (the
"Compensation Committee" or the "Committee") has the exclusive authority to
establish the level of base salary payable to the Chief Executive Officer
("CEO") and certain other executive officers of the Company and to administer
the Company's 1999 Equity Incentive Plan and Employee Stock Purchase Plan. In
addition, the Committee has the responsibility for approving the individual
bonus programs to be in effect for the CEO and certain other executive
officers and other key employees each fiscal year.
For the 1999 fiscal year, the process utilized by the Committee in
determining executive officer compensation levels was based on the subjective
judgment of the Committee. Among the factors considered by the Committee were
the recommendations of the CEO with respect to the compensation of the
Company's key executive officers. However, the Committee made the final
compensation decisions concerning such officers.
GENERAL COMPENSATION POLICY. The Committee's fundamental policy is to offer
the Company's executive officers competitive compensation opportunities based
upon overall Company performance, their individual contribution to the
financial success of the Company and their personal performance. It is the
Committee's objective to have a substantial portion of each officer's
compensation contingent upon the Company's performance, as well as upon his or
her own level of performance. Accordingly, each executive officer's
compensation package consists of: (i) base salary, (ii) cash bonus awards and
(iii) long-term stock-based incentive awards.
BASE SALARY. The base salary for each executive officer is set on the basis
of general market levels and personal performance. Each individual's base pay
is positioned relative to the total compensation package, including cash
incentives and long-term incentives.
In preparing the performance graph for this Proxy Statement, the Company has
selected the Chase H&Q Internet 100 Index. The companies included are not
necessarily those reviewed by the Company in determining executive
compensation levels.
ANNUAL CASH BONUSES. Each executive officer has an established cash bonus
target. The annual pool of bonuses for executive officers is distributed on
the basis of the Company's achievement of the financial performance targets
established at the start of the fiscal year and personal objectives
established for each executive. Actual bonuses paid reflect an individual's
accomplishment of both corporate and functional objectives and are based on a
percentage of the individual's base salary. The corporate goals set for the
1999 bonuses were based on the achievement of quarterly and annual revenue and
income targets.
LONG-TERM INCENTIVE COMPENSATION. During fiscal 1999, the Committee, in its
discretion, made option grants to Messrs. Daniel, Powers, Schwartz and Vollman
under the 1999 Equity Incentive Plan. Generally, a significant grant is made
in the year that an officer commences employment and no grant is made in the
second year. Thereafter, option grants may be made at varying times and in
varying amounts in the discretion of the Committee. Generally, the size of
each grant is set at a level that the Committee deems appropriate to create a
meaningful opportunity for stock ownership based upon the individual's
position with the Company, the individual's potential for future
responsibility and promotion, the individual's performance in the recent
period
7
<PAGE>
and the number of unvested options held by the individual at the time of the
new grant. The relative weight given to each of these factors will vary from
individual to individual at the Committee's discretion. Applying these
principles, a significant grant was made to Mr. Schwartz in 1999 when he
commenced employment. Grants were also made to Messrs. Daniel, Powers and
Vollman in 1999. The grants made to Messrs. Daniel, Powers and Vollman were
made in recognition of their years of service with the Company and their
performance in the recent period.
Each grant allows the officer to acquire shares of the Company's common
stock at a fixed price per share (the market price on the grant date) over a
specified period of time. The option vests in periodic installments over a two
to four year period, contingent upon the executive officer's continued
employment with the Company. The vesting schedule and the number of shares
granted are established to ensure a meaningful incentive in each year
following the year of grant. Accordingly, the option will provide a return to
the executive officer only if he or she remains in the Company's employ, and
then only if the market price of the Company's Common Stock appreciates over
the option term.
CEO COMPENSATION. The annual base salary for Mr. Peters, the Company's
President, Chief Executive Officer and Chairman of the Board, was established
by the Committee in 1998 in connection with his commencement of employment.
The remaining components of the Chief Executive Officer's 1999 fiscal year
incentive compensation were entirely dependent upon the Company's financial
performance and provided no dollar guarantees. The bonus paid to the Chief
Executive Officer for the fiscal year was based on the same incentive plan for
all other officers. Specifically, a target incentive was established at the
beginning of the year using an agreed-upon formula based on Company revenue
and profit. Each year, the annual incentive plan is reevaluated with a new
achievement threshold and new targets for revenue and profit. The option grant
made to the Chief Executive Officer during the 1999 fiscal year was based on
the factors discussed above. The bonus award was intended to place a
significant portion of Mr. Peters' total compensation at risk, because the
bonus will provide little or no compensation unless Company performance
achieves agreed-upon thresholds.
TAX LIMITATION. Under the Federal tax laws, a publicly-held company such as
the Company will not be allowed a federal income tax deduction for
compensation paid to certain executive officers to the extent that
compensation exceeds $1 million per officer in any year. To qualify for an
exemption from the $1 million deduction limitation, the stockholders were
asked to approve a limitation under the Company's 1999 Equity Incentive Plan
on the maximum number of shares of Common Stock for which any one participant
may be granted stock options per calendar year. Because this limitation was
adopted, any compensation deemed paid to an executive officer when he
exercises an outstanding option under the 1999 Equity Incentive Plan with an
exercise price equal to the fair market value of the option shares on the
grant date will qualify as performance-based compensation that will not be
subject to the $1 million limitation. Since it is not expected that the cash
compensation to be paid to the Company's executive officers for the 2000
fiscal year will exceed the $1 million limit per officer, the Committee will
defer any decision on whether to limit the dollar amount of all other
compensation payable to the Company's executive officers to the $1 million
cap.
Compensation Committee
Robert E. Davoli
John D. Thornton
8
<PAGE>
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee of the Company's Board of Directors was formed in
May 1998, and the members of the Compensation Committee are Messrs. Davoli and
Thornton. Neither of these individuals was at any time during 1999, or at any
other time, an officer or employee of the Company. No executive officer of the
Company serves as a member of the board of directors or compensation committee
of any entity that has one or more executive officers serving as a member of
the Company's Board of Directors or Compensation Committee.
9
<PAGE>
STOCK PERFORMANCE GRAPH
The graph set forth below compares the cumulative total stockholder return
on the Company's Common Stock between February 19, 1999 (the date the
Company's Common Stock commenced public trading) and December 31, 1999 with
the cumulative total return of (i) the Total Return Index for the Nasdaq Stock
Market (U.S. Companies) (the "Nasdaq Stock Market-U.S. Index") and (ii) the
Chase H&Q Internet 100 Index, over the same period. This graph assumes the
investment of $100.00 on February 19, 1999 in the Company's Common Stock, the
Nasdaq Stock Market-U.S. Index and the Chase H&Q Internet 100 Index, and
assumes the reinvestment of dividends, if any.
The comparisons shown in the graph below are based upon historical data. The
Company cautions that the stock price performance shown in the graph below is
not indicative of, nor intended to forecast, the potential future performance
of the Company's Common Stock. Information used in the graph was obtained from
Hambrecht & Quist LLC, a source believed to be reliable, but the Company is
not responsible for any errors or omissions in such information.
Comparison of Cumulative Total Return Among Vignette Corporation,
the Nasdaq Stock Market-U.S. Index and the Chase H&Q Internet 100 Index
[Graph]
- --------
* $100 invested on 2/19/99 in stock or index--including reinvestment of
dividends. Fiscal year ending December 31.
<TABLE>
<CAPTION>
2/19/99 12/31/99
------- ---------
<S> <C> <C>
Vignette Corporation................................... $100.00 $1,715.79
Nasdaq Stock Market-U.S. Index......................... $100.00 177.82
Chase H&Q Internet 100 Index........................... $100.00 280.70
</TABLE>
The Company effected its initial public offering of Common Stock on February
19, 1999 at a price of $9.50 per share (as adjusted to reflect the 1999 Stock
Split but not the 2000 Stock Split). The graph above, commences with the price
of $9.50 per share (as adjusted to reflect the 1999 Stock Split but not the
2000 Stock Split) on February 19, 1999.
Notwithstanding anything to the contrary set forth in any of the Company's
previous or future filings under the Securities Act of 1933, as amended, or
the Exchange Act, as amended, that might incorporate this Proxy Statement or
future filings made by the Company under those statutes, the Compensation
Committee Report and Stock Performance Graph shall not be deemed filed with
the Securities and Exchange Commission and shall not be deemed incorporated by
reference into any of those prior filings or into any future filings made by
the Company under those statutes.
10
<PAGE>
EXECUTIVE COMPENSATION AND RELATED INFORMATION
The following Summary Compensation Table sets forth the compensation earned
by the Company's Chief Executive Officer and the four other most highly
compensated executive officers who were serving as such at the end of 1999 and
one other former officer (collectively, the "Named Officers"), each of whose
aggregate compensation for 1999 exceeded $100,000 for services rendered in all
capacities to the Company and its subsidiaries for that fiscal year.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION COMPENSATION
-------------------- ------------
NUMBER OF
SECURITIES
NAME AND PRINCIPAL UNDERLYING ALL OTHER
POSITION YEAR SALARY $(1) $ BONUS OPTIONS COMPENSATION(2)
- ------------------ ---- ----------- -------- ------------ ---------------
<S> <C> <C> <C> <C> <C>
Gregory A. Peters....... 1999 $175,000 $ 63,733 0 $11,339
President, Chief Execu-
tive Officer and
Chairman of the Board 1998 93,558 18,750 2,336,742 22,298
William Daniel.......... 1999 142,385 42,488 100,000 37,760
Senior Vice President,
Product Operations 1998 12,692 0 354,142 73
Philip C. Powers........ 1999 150,000 81,580 100,000 3,050
Senior Vice President,
Professional Services 1998 49,039 18,750 275,444 213
Richard L. Schwartz..... 1999 85,481 93,678 300,000 0
Vice President, Emerg-
ing Technology 1998 0 0 0 0
Michael J. Vollman...... 1999 135,000 254,394(3) 100,000 15,764
Senior Vice President,
Sales and Services 1998 117,404 86,250 769,438 61,304
Bradley Husick.......... 1999 125,000 59,438 0 0
Former Vice President,
Standards 1998 125,000 17,187 0 216
</TABLE>
- --------
(1) Salary includes amounts deferred under the Company's 401(k) Plan.
(2) Represents life insurance premiums and relocation expenses paid by the
Company.
(3) Includes commission for 1999 of $220,388.
The following table contains information concerning the stock option grants
made to each of the Named Officers for 1999. No stock appreciation rights were
granted to these individuals during such year.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
INDIVIDUAL GRANTS(1) VALUE AT ASSUMED
------------------------------------------- ANNUAL RATES OF
NUMBER OF % OF TOTAL STOCK PRICE
SECURITIES OPTIONS EXERCISE APPRECIATION FOR
UNDERLYING GRANTED PRICE OPTION TERM(3)
OPTIONS TO EMPLOYEES PER EXPIRATION --------------------
NAME GRANTED IN 1992(2) SHARE DATE 5% 10%
- ---- ---------- ------------ -------- ---------- --------- ----------
<S> <C> <C> <C> <C> <C> <C>
Gregory Peters.......... 0 -- $ -- -- $ -- $ --
William Daniel.......... 100,000 1.1% 25.19 6/4/07 1,202,710 2,880,700
Philip Powers........... 100,000 1.1% 33.03 7/8/07 1,577,035 3,777,274
Richard Schwartz........ 300,000 3.3% 35.88 7/1/07 5,139,330 12,309,590
Michael J. Vollman...... 100,000 1.1% 25.19 6/3/07 1,202,710 2,880,700
Bradley Husick.......... 0 -- -- -- -- --
</TABLE>
- --------
(1) The options disclosed in the table were granted on various dates eight
years prior to the expiration dates shown. The exercise price for each
option may be paid in cash, in shares of Common Stock valued at fair
market value on the exercise date or through a cashless exercise procedure
involving a same-day sale of the
11
<PAGE>
purchased shares. The Company may also finance the option exercise by
loaning the optionee sufficient funds to pay the exercise price for the
purchased shares, together with any federal and state income tax liability
incurred by the optionee in connection with such exercise. The plan
administrator has the discretionary authority to reprice the options
through the cancellation of those options and the grant of replacement
options with an exercise price based on the fair market value of the option
shares on the regrant date. The options have a maximum term of eight years
measured from the option grant date, subject to earlier termination in the
event of the optionee's cessation of service with the Company. Except as
otherwise noted, the options listed in the table become exercisable for 25%
of the shares after one year of service from the designated vesting date
and for the balance in a series of quarterly installments over the three
year period thereafter. Under each of the options, the option shares will
vest upon an acquisition of the Company by merger or asset sale, unless the
acquiring company assumes the options. Any options that are assumed or
replaced in the transaction and do not otherwise accelerate at that time
shall automatically accelerate (and any unvested option shares which do not
otherwise vest at that time shall automatically vest) in the event the
optionee's service terminates by reason of an involuntary or constructive
termination within 18 months following the transaction.
(2) Based on an aggregate of 9,080,258 options granted in 1999 to all
employees.
(3) The 5% and 10% assumed annual rates of compounded stock price appreciation
are mandated by rules of the Securities and Exchange Commission. There can
be no assurance provided to any executive officer or any other holder of
the Company's securities that the actual stock price appreciation over the
10-year option term will be at the assumed 5% and 10% levels or at any
other defined level. Unless the market price of the Common Stock
appreciates over the option term, no value will be realized from the
option grants made to the executive officers.
The following table sets forth information concerning option exercises in
1999 and option holdings as of the end of the 1999 fiscal year with respect to
each of the Named Officers. No stock appreciation rights were outstanding at
the end of that year.
Aggregate Option Exercises in Last Fiscal Year
and Fiscal Year-End Option Values
<TABLE>
<CAPTION>
Value
Realized
(Market
Price at Number of Securities Value of Unexercised
Shares Exercise Underlying Unexercised In-the-Money Options
Acquired Less Options at FY-End At FY-End(1)
on Exercise ------------------------- --------------------------
Name Exercise Price) Exercisable Unexercisable Exercisable Unexercisable
- ---- -------- ----------- ----------- ------------- ------------ -------------
<S> <C> <C> <C> <C> <C> <C>
Gregory Peters.......... 237,600 $24,577,344 2,099,142 0 $341,047,601 $ 0
William Daniel.......... 30,000 3,103,200 324,142 100,000 51,804,374 13,781,000
Philip C. Powers........ 68,860 3,672,014 285,282 100,000 45,752,839 12,997,000
Richard Schwartz........ 0 0 0 300,000 0 38,136,000
Michael J. Vollman...... 0 0 217,998 100,000 35,007,917 13,781,000
Bradley Husick.......... 0 0 0 0 0 0
</TABLE>
- --------
(1) Based on the fair market value of the Company's Common Stock at year-end
($163.00) per share less the exercise price payable for such shares. A
portion of the shares exercisable under the options noted above are
subject to repurchase by the Company at the exercise price paid per share
if the optionee leaves the Company's employ prior to full vesting.
Bonus Plan. The Company has an executive bonus program pursuant to which
bonuses will be paid to executive officers based on individual and Company
performance targets. In addition, certain non-executive employees will receive
quarterly and annual bonuses if the Company meets its performance targets. The
Company's performance targets are based on meeting revenue and income levels
on a quarterly and annual basis.
12
<PAGE>
EMPLOYMENT CONTRACTS AND CHANGE IN CONTROL ARRANGEMENTS
None of the Company's executive officers have employment or severance
agreements with the Company, except as described below, and their employment
may be terminated at any time at the discretion of the Board of Directors.
The Compensation Committee has the authority under the 1999 Equity Incentive
Plan to accelerate the exercisability of outstanding options, or to accelerate
the vesting of the shares of Common Stock subject to outstanding options, held
by the Chief Executive Officer and the Company's other executive officers.
Such acceleration may be conditioned on the optionee's termination of
employment (whether involuntarily or through a forced resignation) and may be
conditioned upon the occurrence of a merger, reorganization or consolidation
or upon a hostile take-over of the Company effected through a tender offer or
through a change in the majority of the Board as a result of one or more
contested elections for Board membership.
In addition, Vignette extended offers of employment to Joel Katz on March 8,
1999, Richard Schwartz on June 28, 1999, and Cal Killen on August 30, 1999
which provide for a severance payment in the amount of six months of base
salary if the officer's employment is involuntarily terminated without cause.
13
<PAGE>
PROPOSAL NO. 2
RATIFICATION OF INDEPENDENT ACCOUNTANTS
The Company is asking the stockholders to ratify the appointment of Ernst &
Young LLP as the Company's independent public accountants for the fiscal year
ending December 31, 2000. The affirmative vote of the holders of a majority of
shares present or represented by proxy and voting at the Annual Meeting will
be required to ratify the appointment of Ernst & Young LLP.
In the event the stockholders fail to ratify the appointment, the Board of
Directors will reconsider its selection. Even if the appointment is ratified,
the Board of Directors, in its discretion, may direct the appointment of a
different independent accounting firm at any time during the year if the Board
of Directors feels that such a change would be in the Company's and its
stockholders' best interests.
Ernst & Young LLP has audited the Company's financial statements since 1996.
Its representatives are expected to be present at the Annual Meeting, will
have the opportunity to make a statement if they desire to do so, and will be
available to respond to appropriate questions.
RECOMMENDATION OF THE BOARD OF DIRECTORS
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE RATIFICATION OF THE
SELECTION OF ERNST & YOUNG LLP TO SERVE AS THE COMPANY'S INDEPENDENT PUBLIC
ACCOUNTANTS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2000.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company's Certificate of Incorporation limits the liability of its
directors for monetary damages arising from a breach of their fiduciary duty
as directors, except to the extent otherwise required by the Delaware General
Corporation Law. Such limitation of liability does not affect the availability
of equitable remedies such as injunctive relief or rescission.
The Company's Bylaws provide that the Company shall indemnify its directors
and officers to the fullest extent permitted by Delaware law, including in
circumstances in which indemnification is otherwise discretionary under
Delaware law. The Company has also entered into indemnification agreements
with its officers and directors containing provisions that may require the
Company, among other things, to indemnify such officers and directors against
certain liabilities that may arise by reason of their status or service as
directors or officers and to advance their expenses incurred as a result of
any proceeding against them as to which they could be indemnified.
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
The members of the Board of Directors, the executive officers of the Company
and persons who hold more than 10% of the Company's outstanding Common Stock
are subject to the reporting requirements of Section 16(a) of the Exchange Act
which require them to file reports with respect to their ownership of the
Company's Common Stock and their transactions in such Common Stock. Based upon
(i) the copies of Section 16(a) reports that the Company received from such
persons for their 1999 fiscal year transactions in the Common Stock and their
Common Stock holdings and (ii) the written representations received from one
or more of such persons that no annual Form 5 reports were required to be
filed by them for the 1999 fiscal year, the Company believes that all
reporting requirements under Section 16(a) for such fiscal year were met in a
timely manner by its executive officers, Board members and greater than ten-
percent stockholders, except that Peter Klante, Ross Garber, Pany
Christoforou, Sherry Atherton, Robert Davoli, Philip Powers, and Bradley
Husick each filed one form three days late and John Thornton filed one
form thirty-three days late.
14
<PAGE>
FORM 10-K
THE COMPANY WILL MAIL WITHOUT CHARGE, UPON WRITTEN REQUEST, A COPY OF THE
COMPANY'S FORM 10-K REPORT FOR FISCAL YEAR 1999, INCLUDING THE FINANCIAL
STATEMENTS, SCHEDULE AND LIST OF EXHIBITS. REQUESTS SHOULD BE SENT TO VIGNETTE
CORPORATION, 901 SOUTH MOPAC EXPRESSWAY, AUSTIN, TEXAS 78746, ATTN: DAVID
EGENOLF.
STOCKHOLDER PROPOSALS FOR 2001 ANNUAL MEETING
Stockholder proposals that are intended to be presented at the 2001 Annual
Meeting that are eligible for inclusion in the Company's proxy statement and
related proxy materials for that meeting under the applicable rules of the
Securities and Exchange Commission must be received by the Company not later
than December 14, 2000, in order to be included. Such stockholder proposals
should be addressed to Vignette Corporation, 901 South Mopac Expressway,
Austin, Texas 78746, Attn: David Egenolf.
OTHER MATTERS
The Board knows of no other matters to be presented for stockholder action
at the Annual Meeting. However, if other matters do properly come before the
Annual Meeting or any adjournments or postponements thereof, the Board intends
that the persons named in the proxies will vote upon such matters in
accordance with their best judgment.
BY ORDER OF THE BOARD OF DIRECTORS,
/s/ Joel G. Katz
Joel G. Katz
Secretary
Austin, Texas
April 13, 2000
WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE COMPLETE, SIGN,
DATE AND PROMPTLY RETURN THE ACCOMPANYING PROXY IN THE ENCLOSED POSTAGE-PAID
ENVELOPE. YOU MAY REVOKE YOUR PROXY AT ANY TIME PRIOR TO THE ANNUAL MEETING.
IF YOU DECIDE TO ATTEND THE ANNUAL MEETING AND WISH TO CHANGE YOUR PROXY VOTE,
YOU MAY DO SO AUTOMATICALLY BY VOTING IN PERSON AT THE MEETING.
THANK YOU FOR YOUR ATTENTION TO THIS MATTER. YOUR PROMPT RESPONSE WILL
GREATLY FACILITATE ARRANGEMENTS FOR THE ANNUAL MEETING.
15
<PAGE>
PROXY VIGNETTE CORPORATION PROXY
901 SOUTH MOPAC EXPRESSWAY, AUSTIN, TEXAS 78746
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
OF VIGNETTE CORPORATION
FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 15, 2000
The undersigned holder of Common Stock, par value $.01, of Vignette
Corporation (the "Company") hereby appoints Gregory A. Peters and Joel G. Katz,
or either of them, proxies for the undersigned, each with full power of
substitution, to represent and to vote as specified in this Proxy all Common
Stock of the Company that the undersigned stockholder would be entitled to vote
if personally present at the Annual Meeting of Stockholders (the "Annual
Meeting") to be held on Monday, May 15th, 2000 at 9:00 a.m. local time, at the
Four Seasons Hotel, 98 San Jacinto Boulevard, Austin, Texas, and at any
adjournments or postponements of the Annual Meeting. The undersigned
stockholder hereby revokes any proxy or proxies heretofore executed for such
matters.
This proxy, when properly executed, will be voted in the manner as directed
herein by the undersigned stockholder. IF NO DIRECTION IS MADE, THIS PROXY WILL
BE VOTED FOR THE ELECTION OF THE DIRECTORS, FOR PROPOSAL 2 AND IN THE DISCRETION
OF THE PROXIES AS TO ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE
MEETING. The undersigned stockholder may revoke this proxy at any time before
it is voted by delivering to the Corporate Secretary of the Company either a
written revocation of the proxy or a duly executed proxy bearing a later date,
or by appearing at the Annual Meeting and voting in person.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF THE DIRECTORS
AND "FOR" PROPOSAL 2.
PLEASE MARK, SIGN, DATE AND RETURN THIS CARD PROMPTLY USING THE ENCLOSED
RETURN ENVELOPE. If you receive more than one proxy card, please sign and return
ALL cards in the enclosed envelope.
(CONTINUED AND TO BE SIGNED ON REVERSE SIDE)
(Reverse)
VIGNETTE CORPORATION
<TABLE>
<CAPTION>
PLEASE MARK
[X] VOTES AS IN THIS
EXAMPLE
<S> <C>
1. To elect the following directors to serve for a term 2. To ratify the appointment of Ernst & Young LLP as the
ending upon the 2003 Annual Meeting of Stockholders or Company's independent accountants for the fiscal year ending
until their successors are elected and qualified: December 31, 2000.
NOMINEES: Joseph A. Marengi and Steven G. Papermaster
FOR WITHHELD For all nominees, except for nominees FOR WITHHELD ABSTAIN
written below.
[ ] [ ] [ ] [ ] [ ] [ ]
_______________________
Nominee exception(s).
In their discretion, the proxies are authorized to vote upon such other business as may properly come before the Annual Meeting.
The undersigned acknowledges receipt of the accompanying Notice of Annual Meeting of Stockholders and Proxy Statement.
Signature:_________________________________________ Signature (if held jointly):_________________________________________
Date:__________________________, 2000
Please date and sign exactly as your name(s) is (are) shown on the share certificate(s) to which the Proxy applies. When shares are
held as joint-tenants, both should sign. When signing as an executor, administrator, trustee, guardian, attorney-in fact or other
fiduciary, please give full title as such. When signing as a corporation, please sign in full corporate name by President or other
authorized officer. When signing as a partnership, please sign in partnership name by an authorized person.
</TABLE>
