<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 CORPORATION
901 South Mopac Expressway
Austin, Texas 78746
February 17, 2000
TO THE STOCKHOLDERS OF VIGNETTE CORPORATION
Dear Stockholder:
The Special Meeting of Stockholders (the "Special Meeting") of Vignette
Corporation, a Delaware corporation (the "Company"), will be held at the
offices of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP,
counsel to the Company, located at 2700 Via Fortuna, Suite 300, Austin, Texas,
on Tuesday, March 14, 2000, at 10:00 A.M, Central Time.
Details of the business to be conducted at the Special Meeting are in the
attached Proxy Statement and Notice of Special Meeting of Stockholders.
It is important that your shares be represented and voted at the meeting.
WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL 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
Special Meeting. If you decide to attend the Special Meeting and wish to
change your proxy vote, you may do so automatically by voting in person at the
meeting.
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 Special Meeting.
Sincerely,
/s/ Gregory A. Peters
_____________________________________
Gregory A. Peters
President, Chief Executive Officer
and Chairman of the Board
<PAGE>
[LOGO OF VIGNETTE APPEARS HERE]
VIGNETTE CORPORATION
901 South Mopac Expressway
Austin, Texas 78746
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
To be held March 14, 2000
The Special Meeting of Stockholders (the "Special Meeting") of Vignette
Corporation, a Delaware corporation (the "Company"), will be held at the
offices of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP,
counsel to the Company, located at 2700 Via Fortuna, Suite 300, Austin, Texas,
on Tuesday, March 14, 2000, at 10:00 A.M., Central Time, for the following
purposes:
1. To approve an amendment to the Company's Amended and Restated
Certificate of Incorporation to increase the number of shares of Common
Stock that the Company is authorized to issue from 80,000,000 to
500,000,000; and
2. To act upon any and all matters incident to the foregoing, and such
other business as may legally come before the meeting and 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 February 10, 2000
are entitled to notice of, and to vote at, the Special 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 Special Meeting.
BY ORDER OF THE BOARD OF DIRECTORS,
/s/ Joel G. Katz
_____________________________________
Joel G. Katz
Secretary
Austin, Texas
February 17, 2000
IMPORTANT
WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL 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
SPECIAL MEETING. IF YOU DECIDE TO ATTEND THE SPECIAL 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 SPECIAL MEETING OF STOCKHOLDERS
To be held March 14, 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 Special Meeting of Stockholders (the
"Special Meeting") to be held at the offices of Gunderson Dettmer Stough
Villeneuve Franklin & Hachigian, LLP, counsel to the Company, located at 2700
Via Fortuna, Suite 300, Austin, Texas, on Tuesday, March 14, 2000, at 10:00
A.M., Central Time, and at any adjournment or postponement of the Special
Meeting. These proxy materials were first mailed to stockholders on or about
February 17, 2000.
PURPOSE OF MEETING
The specific proposal to be considered and acted upon at the Special Meeting
is summarized in the accompanying Notice of Special Meeting of Stockholders.
This 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 Special Meeting. On February 10, 2000, the record date for determination
of stockholders entitled to vote at the Special Meeting, there were 60,596,690
shares of Common Stock outstanding. Each stockholder of record on February 10,
2000 is entitled to one vote for each share of Common Stock held by such
stockholder on February 10, 2000. 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.
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 Special
Meeting, present in person or represented by proxy, shall constitute a quorum
for the transaction of business at the Special Meeting. Abstentions and broker
non-votes will be counted as present for the purpose of determining the
presence of a quorum.
Votes Required
Proposal: Approval of the adoption of the amendment to the Company's Amended
and Restated Certificate of Incorporation requires the affirmative vote of a
majority of the Company's Common Stock issued and outstanding and entitled to
vote at the Special Meeting. Abstentions and broker non-votes are not
affirmative votes and, therefore, will have the same effect as votes against
the proposal.
Proxies
Whether or not you are able to attend the Company's Special 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 Proposal and in the discretion of the proxy
holders as to other matters that may properly come before the Special Meeting.
You may also revoke or change your proxy at any time before the Special
Meeting.
<PAGE>
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 Special Meeting. You may also
automatically revoke your proxy by attending the Special Meeting and voting in
person. All shares represented by a valid proxy received prior to the Special
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
$7,500 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
AMENDMENT TO THE
COMPANY'S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
The Board of Directors has determined that it is in the best interests of
the Company and its stockholders to amend the Company's Amended and Restated
Certificate of Incorporation to increase the number of authorized shares of
Common Stock of the Company from 80,000,000 to 500,000,000 shares.
Accordingly, the Board of Directors has unanimously approved the proposed
Certificate of Amendment to the Amended and Restated Certificate of
Incorporation of the Company, in the form attached hereto as Exhibit A (the
"Certificate of Amendment"), and hereby solicits the approval of the Company's
stockholders of the Certificate of Amendment. If the stockholders approve the
Certificate of Amendment, the Board of Directors currently intends to file the
Certificate of Amendment with the Secretary of State of the State of Delaware
as soon as practicable following such stockholder approval. If the Certificate
of Amendment is not approved by the stockholders, the existing Amended and
Restated Certificate of Incorporation will continue in effect.
The Board of Directors believes that it is in the best interests of the
Company and its stockholders to increase the number of authorized but unissued
shares of Common Stock in order to have additional shares available to meet
the Company's future business needs as they arise. Among other things, the
increase will make available shares for future activities that are consistent
with the Company's growth strategy, such as acquiring or investing in
complementary businesses or products or obtaining the right to use
complementary technologies. Furthermore, the increase will make available
shares for other bona fide purposes, including, without limitation,
financings, establishing strategic relationships with corporate partners,
providing equity incentives to employees, officers or directors, or effecting
stock splits or dividends. The Company has no current plans or proposals to
issue any of the additional authorized shares of Common Stock.
Possible Effects of the Proposed Amendment to the Amended and Restated
Certificate of Incorporation
If the stockholders approve the proposed Certificate of Amendment, the Board
of Directors may cause the issuance of additional shares of Common Stock
without further vote of the stockholders of the Company, except as provided
under Delaware corporate law or under the rules of any securities exchange on
which shares of Common Stock of the Company are then listed. Current holders
of Common Stock have no preemptive or similar rights, which means that current
stockholders do not have a prior right to purchase any new issue of Common
Stock of the Company in order to maintain their appropriate ownership thereof.
The issuance of additional shares of Common Stock would decrease the
proportionate equity interest of the Company's current stockholders and,
depending upon the price paid for such additional shares, could result in
dilution to the Company's current stockholders.
The proposed Certificate of Amendment could, under certain circumstances,
have an anti-takeover effect, although this is not the intention of the
Certificate of Amendment. For example, the substantial increase in the number
of authorized shares of Common Stock could help the Company's management
frustrate efforts of stockholders seeking to remove management and could have
the effect of limiting stockholder participation in transactions like mergers
or tender offers, regardless of whether those transactions are favored by
incumbent management. In addition, if the Certificate of Amendment is
approved, the Board of Directors will have the ability to issue shares
privately in transactions that could frustrate proposed mergers, tender offers
or other transactions, even if those transactions are at substantial market
premiums and are favored by a majority of the independent stockholders. Such
an issuance of shares of Common Stock would increase the number of outstanding
shares, thereby possibly diluting the interest of a party attempting to obtain
control of the Company. Although the Company has no current plans or proposals
to issue any of the additional authorized shares of Common Stock, if the
Certificate of Amendment is approved by the stockholders, more capital stock
of the Company would be available for such purposes than is currently
available.
In addition, the Company's Amended and Restated Certificate of Incorporation
provides that the Board of Directors is divided into three classes of
directors, with each class serving a staggered three-year term. This
3
<PAGE>
classification system of electing directors may tend to discourage a third
party from making a tender offer or otherwise attempting to obtain control of
the Company and may maintain the incumbency of the Board of Directors, as the
classification of the Board of Directors generally increases the difficulty of
replacing a majority of the directors. The Amended and Restated Certificate of
Incorporation also provides that all stockholder actions must be effected at a
duly called meeting and not by a consent in writing. Further, provisions of
the Company's Amended and Restated Certificate of Incorporation and Bylaws
provide that the stockholders may amend the Bylaws or certain provisions of
the Amended and Restated Certificate of Incorporation only with the
affirmative vote of 75% of the Company's capital stock. These provisions of
the Amended and Restated Certificate of Incorporation and Bylaws could
discourage potential acquisition proposals and could delay or prevent a change
in control of the Company. These provisions are intended to enhance the
likelihood of continuity and stability in the composition of the Board of
Directors and in the policies formulated by the Board of Directors and to
discourage certain types of transactions that may involve an actual or
threatened change of control of the Company. These provisions are designed to
reduce the Company's vulnerability to an unsolicited acquisition proposal. The
provisions also are intended to discourage certain tactics that may be used in
proxy fights. However, such provisions could have the effect of discouraging
others from making tender offers for the Company's shares, and, as a
consequence, they also may inhibit fluctuations in the market price of the
Company's shares that could result from actual or rumored takeover attempts.
Such provisions also may have the effect of preventing changes in our
management.
The Company is subject to Section 203 of the Delaware General Corporation
Law ("DGCL Section 203"), which regulates corporate acquisitions. DGCL Section
203 prevents certain Delaware corporations, including those whose securities
are listed for trading on the Nasdaq National Market, from engaging, under
certain circumstances, in a "business combination" with any "interested
stockholder" for three years following the date that such stockholder became
an interested stockholder. For purposes of DGCL Section 203, a "business
combination" includes, among other things, a merger or consolidation involving
the Company and the interested stockholder and the sale of more than ten
percent (10%) of the Company's assets. In general, DGCL Section 203 defines an
"interested stockholder" as any entity or person beneficially owning 15% or
more the outstanding voting stock of the Company and any entity or person
affiliated with or controlling or controlled by such entity or person. A
Delaware corporation may "opt out" of DGCL Section 203 with an express
provision in its original Certificate of Incorporation or an express provision
in its Certificate of Incorporation or Bylaws resulting from amendments
approved by the holders of at least a majority of the corporation's
outstanding voting shares. The Company has not "opted out" of the provisions
of DGCL Section 203.
Recommendation of the Board of Directors
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE APPROVAL OF THE
CERTIFICATE OF AMENDMENT.
4
<PAGE>
INFORMATION REGARDING BENEFICIAL OWNERSHIP OF
PRINCIPAL STOCKHOLDERS, DIRECTORS, AND MANAGEMENT
The following table sets forth certain information known to the Company
regarding the beneficial ownership of the Company's Common Stock as of
December 31, 1999 by (i) all persons who are beneficial owners of five percent
or more of the Company's 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. In
accordance with the rules of the Securities and Exchange Commission,
beneficial ownership includes voting or investment power with respect to
securities and includes the shares issuable pursuant to stock options that are
exercisable within 60 days of December 31, 1999. Shares issuable pursuant to
stock options are deemed outstanding for computing the percentage of the
person holding such options but are not outstanding for computing the
percentage of any other person. The percentage of beneficial ownership for the
following table is based on 59,547,602 shares of Common Stock outstanding as
of December 31, 1999. 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
----------------------------
Name and Address of Beneficial Owner Number Percent
- ------------------------------------ -------------- -------------
<S> <C> <C>
Five Percent Stockholder:
FMR Corp.(1)........................................ 3,129,130 5.25
Named Executive Officers and Directors:
Gregory A. Peters(2)................................ 2,139,354 3.47
William R. Daniel(3)................................ 426,588 *
Joel G. Katz(4)..................................... 354,144 *
Philip C. Powers(5)................................. 399,436 *
Richard L. Schwartz................................. 321,654 *
Michael J. Vollman(6)............................... 748,145 1.25
Robert E. Davoli(7)................................. 2,118,456 3.56
Joseph A. Marengi(8)................................ 50,000 *
Steven G. Papermaster(9)............................ 98,372 *
John D. Thornton(10)................................ 175,113 *
All directors and executive officers as a group (10
persons)(11)....................................... 6,831,262 10.83
</TABLE>
- --------
* Represents beneficial ownership of less than 1% of the outstanding shares
of Common Stock.
(1) As reported in a Schedule 13G filed on November 12, 1999. FMR Corp. has
the sole power to vote or to direct the vote as to 193,930 shares and the
sole power to dispose of or to direct the disposition of 3,129,130
shares. FMR Corp.'s address is 82 Devonshire Street, Boston,
Massachusetts 02109.
(2) Includes options immediately exercisable for 2,099,142 shares.
(3) Includes options immediately exercisable for 324,142 shares.
(4) Includes options immediately exercisable for 354,144 shares.
(5) Includes options immediately exercisable for 309,142 shares.
(6) Includes options immediately exercisable for 217,998 shares.
(7) Includes 1,624,920 shares held by Sigma Partners III, L.P., 337,392
shares held by Sigma Associates III, L.P. and 37,688 shares held by Sigma
Investors III, L.P. Mr. Davoli, one of the Company's directors, is a
General Partner of Sigma Management III, L.P., which is the general
partner of Sigma Partners III, L.P., Sigma Associates III, L.P. and Sigma
Investors III, L.P. Mr. Davoli disclaims beneficial ownership of the
shares held by Sigma Partners III, L.P., Sigma Associates III, L.P. and
Sigma Investors III, L.P., except to the extent of his pecuniary interest
therein arising from his general partnership interest in Sigma Management
III, L.P.
(8) Includes options immediately exercisable for 50,000 shares.
(9) Includes options immediately exercisable for 98,372 shares.
(10) Includes 4,405 shares held by John Thornton Family I, Ltd., of which Mr.
Thornton is a general partner. Amount shown for Mr. Thornton includes
options immediately exercisable for 98,372 shares.
(11) Includes options immediately exercisable for 3,551,312 shares.
5
<PAGE>
STOCKHOLDER PROPOSALS FOR 2000 ANNUAL MEETING
Stockholder proposals that are intended to be presented at the 2000 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 March 10, 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 Special Meeting. However, if other matters do properly come before the
Special 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
February 17, 2000
WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL 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 SPECIAL
MEETING. IF YOU DECIDE TO ATTEND THE SPECIAL 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 SPECIAL MEETING.
6
<PAGE>
EXHIBIT A
CERTIFICATE OF AMENDMENT OF THE
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF
VIGNETTE CORPORATION
Vignette Corporation, a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware (the
"Corporation"),
DOES HEREBY CERTIFY:
FIRST: That the Board of Directors duly adopted a resolution proposing to
amend the Amended and Restated Certificate of Incorporation of this
Corporation, declaring said amendment to be advisable and in the best
interests of this corporation and its stockholders, and authorizing the
appropriate officers of this corporation to solicit the consent of the
stockholders therefor, which resolution setting forth the proposed amendment
is as follows:
"RESOLVED, that the Amended and Restated Certificate of Incorporation of
this Corporation be amended by replacing the first paragraph of Article IV
thereof so that such paragraph shall be and read as follows:
"The Corporation is authorized to issue two classes of stock to be
designated common stock ("Common Stock") and preferred stock
("Preferred Stock"). The number of shares of Common Stock authorized to
be issued is Five Hundred Million (500,000,000), par value $.01 per
share, and the number of shares of Preferred Stock authorized to be
issued is Ten Million (10,000,000), par value $.01 per share.""
SECOND: That thereafter said amendment was duly adopted in accordance with
the provisions of Section 242 of the General Corporation Law by obtaining a
majority vote of the Common Stock in favor of said amendment in the manner set
forth in Section 222 of the General Corporation Law.
IN WITNESS WHEREOF, this Certificate of Amendment of the Amended and
Restated Certificate of Incorporation has been signed by the President and the
Secretary of the Corporation this day of March, 2000.
Vignette Corporation
By: _________________________________
Gregory A. Peters
President and Chief Executive
Officer
ATTEST:
By: _________________________________
Joel G. Katz
Secretary
A-1
<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 Special Meeting of Stockholders to be held March 14, 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 Special Meeting of Stockholders (the "Special
Meeting") to be held on Tuesday, March 14, 2000 at 10:00 a.m., Central Time, at
the offices of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP,
counsel to the Company, located at 2700 Via Fortuna, Suite 300, Austin, Texas,
and at any adjournments or postponements of the Special 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 PROPOSAL 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 Special Meeting
and voting in person.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE PROPOSAL.
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
To approve the amendment to the Company's Certificate of
Incorporation as set forth in the accompanying Proxy Statement.
FOR AGAINST ABSTAIN
[_] [_] [_]
In their discretion, the proxies are authorized to vote upon such other business
as may properly come before the Special Meeting.
The undersigned acknowledges receipt of the accompanying Notice of Special
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.
