<PAGE> 1
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Material
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
JUNIPER NETWORKS, INC.
Lisa C. Berry
Vice President, General Counsel and Secretary
Payment of Filing Fee:
[X] No fee required.
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1),or 14a-6(j)(2).
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed per table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed pursuant to
Exchange Rule 0-11:
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(4) Proposed maximum aggregate value of transaction:
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Set forth the amount on which the filing fee is calculated and state how it
was determined.
[ ] 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:
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<PAGE> 2
LOGO
NOTICE OF 2000 ANNUAL MEETING OF STOCKHOLDERS
The 2000 Annual Meeting of Stockholders of Juniper Networks, Inc. will be
held on Thursday, May 4, 2000 at 9:00 a.m. at The Historic Del Monte Building,
100 South Murphy Street, Third Floor, Sunnyvale, California 94086, to conduct
the following business:
1. Elect two directors for three-year terms;
2. Amend the Certificate of Incorporation to increase the number of
authorized shares of common stock;
3. To ratify the appointment of Ernst & Young LLP as the Company's
independent auditors for the fiscal year ending December 31, 2000; and
4. To consider such other business as may properly come before the
meeting.
Stockholders who owned shares of Juniper Networks common stock at the close
of business on March 7, 2000 are entitled to attend and vote at the meeting. A
complete list of the Company's stockholders will be available at the Company's
offices at 529 Almanor, Sunnyvale, California 94086 prior to the meeting.
By Order of the Board of Directors
Lisa C. Berry
Vice President, General Counsel and
Secretary
This notice of meeting and proxy statement and accompanying proxy card are being
distributed on or about April 13, 2000.
- --------------------------------------------------------------------------------
As a stockholder of Juniper Networks, Inc. you have a right to vote
on certain matters affecting the Company. This proxy statement describes
the proposals you are voting on this year. It contains important
information for you to consider when deciding how to vote so please read
it carefully.
YOUR VOTE IS IMPORTANT.
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<PAGE> 3
PROXY STATEMENT
QUESTIONS AND ANSWERS
Q: WHO CAN VOTE AT THE ANNUAL MEETING?
A: Stockholders who owned Juniper Networks common stock on March 7, 2000 may
attend and vote at the annual meeting. Each share is entitled to one vote.
There were 156,504,433 shares of Juniper Networks common stock outstanding on
March 7, 2000.
Q: WHY AM I RECEIVING THIS PROXY STATEMENT?
A:This proxy statement describes proposals on which we would like stockholders
to vote. It gives you information on these proposals, as well as other
information, so that you can make an informed decision.
Q: WHAT AM I VOTING ON?
A:We are asking you to vote on:
- the election of two directors;
- an amendment to the Certificate of Incorporation to increase the number of
authorized shares of common stock; and
- the ratification of Ernst & Young LLP as the Company's independent auditors
for the fiscal year ending December 31, 2000.
There is additional information appearing later in this proxy statement
relating to the nominees for election to the Board of Directors, the
proposed amendment to the Certificate of Incorporation and the ratification
of Ernst & Young LLP.
Q: HOW DO I VOTE?
A:You may vote by any one of the four methods described below.
1. YOU MAY VOTE BY MAIL.
You do this by completing and signing your proxy card and mailing it in the
enclosed prepaid and addressed envelope. If you mark your voting
instructions on the proxy card your shares will be voted as you instruct.
If you do not mark your voting instructions on the proxy card, your shares
will be voted:
- FOR the two named nominees for directors,
- FOR the proposed amendment to the Certificate of Incorporation to
increase the number of authorized shares of common stock, and
- FOR the ratification of the appointment of Ernst & Young LLP as the
Company's independent auditors for the fiscal year ending December 31,
2000.
2. YOU MAY VOTE BY TELEPHONE.
You do this by following the "Vote by Telephone" instructions that came
with this proxy statement. If you vote by telephone, you do not need to
mail in your proxy card.
3. YOU MAY VOTE ON THE INTERNET.
You do this by following the "Vote by Internet" instructions that come
with this proxy statement. If you vote by Internet, you do not need to
mail in your proxy card.
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4. YOU MAY VOTE IN PERSON AT THE MEETING.
We will pass out written ballots to anyone who would like to vote at the
meeting. However, if you hold your shares in street name, you must request
a proxy from your stockbroker in order to vote at the meeting. Holding
shares in "street name" means that your shares are held by the broker in
its name but in your account. This is not the same as shares that are
described on your brokerage statements as in "safekeeping" -- those shares
are in fact in your name.
Q: WHAT DOES IT MEAN IF I RECEIVE MORE THAN ONE PROXY CARD?
A:It means that you have multiple accounts at the transfer agent or with
stockbrokers. Please complete and return all proxy cards to ensure that all of
your shares are voted.
Q: WHAT IF I CHANGE MY MIND AFTER I RETURN MY PROXY?
A:You may revoke your proxy and change your vote at any time before the polls
close at the meeting. You may do this by:
- signing another proxy card with a later date,
- voting by telephone or on the Internet (your latest telephone or Internet
vote is counted), or
- voting at the meeting.
Q: WILL MY SHARES BE VOTED IF I DO NOT RETURN MY PROXY CARD?
A:If your shares are held in street name, your brokerage firm, under certain
circumstances, may vote your shares.
Brokerage firms have authority to vote clients' unvoted shares on some
"routine" matters. If you do not give a proxy to vote your shares, your
brokerage firm may either:
- vote your shares on routine matters, or
- leave your shares unvoted.
When a brokerage firm votes its customers' unvoted shares on routine matters,
these shares are counted to determine if a quorum exists to conduct business
at the meeting. A brokerage firm cannot vote customers' unvoted shares on
non-routine matters. These shares are considered not entitled to vote on
non-routine matters, rather than as a vote against the matters.
We encourage you to provide instructions to your brokerage firm by giving your
proxy. This ensures that your shares will be voted at the meeting.
You may have granted discretionary voting authority over your account to your
stockbroker.
Your stockbroker may be able to vote your shares depending on the terms of the
agreement you have with your stockbroker.
If you hold the shares in your own name, you must vote your shares either by
returning a proxy card, voting by telephone or on the Internet or by voting in
person at the meeting.
If you do not vote your shares by mail, telephone, Internet or in person, your
shares will not be counted.
Q:HOW MANY SHARES MUST BE PRESENT TO HOLD THE MEETING?
A:To hold the meeting and conduct business, a majority of the Company's
outstanding shares as of March 7, 2000 must be present at the meeting. This is
called a quorum.
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Shares are counted as present at the meeting if the stockholder either:
- is present and votes in person at the meeting, or
- has properly submitted a proxy card, either by mail, telephone or on the
Internet.
Q:HOW MANY VOTES MUST THE NOMINEES HAVE TO BE ELECTED AS DIRECTORS?
A:The two nominees receiving the highest number of yes votes will be elected as
directors. This number is called a plurality.
Q:HOW MANY VOTES MUST THE AMENDMENT TO THE CERTIFICATE OF INCORPORATION HAVE TO
PASS?
A:To pass, the amendment must receive "FOR" votes from a majority of the
Company's common shares outstanding as of March 7, 2000.
Q:HOW MANY VOTES MUST THE RATIFICATION OF THE APPOINTMENT OF THE INDEPENDENT
AUDITORS RECEIVE?
A:To pass, the ratification of the independent auditors must receive "FOR" votes
from a majority of the shares present at the meeting in person or by proxy.
Q:IS CUMULATIVE VOTING PERMITTED FOR THE ELECTION OF DIRECTORS?
A:In the election of directors, you may elect to cumulate your vote. Cumulative
voting will allow you to allocate, as you see fit, the total number of votes
equal to the number of director positions to be filled multiplied by the
number of shares held by you. For example, if you own three shares of stock,
you can allocate six "FOR" votes (3X2) to as few or as many persons as you
choose. Cumulative voting only applies to the election of directors. If you
choose to cumulate your votes, you will need to make an explicit statement of
your intent to do so, either by so indicating in writing on the proxy card or
by stating so when voting at the annual meeting.
Q: HOW ARE VOTES COUNTED?
A:You may either vote "FOR" or "AGAINST" each nominee for director. You may vote
"FOR," "AGAINST" or "ABSTAIN" on the proposals to amend the Certificate of
Incorporation and to ratify the appointment of the independent accountants.
If you abstain from voting on the amendment or the ratification, it has the
same effect as a vote against.
If you give your proxy without voting instructions, your shares will be
counted as a vote FOR each nominee, FOR the amendment to the Certificate of
Incorporation and FOR ratification of the appointment of the independent
auditors.
Q: WHO WILL COUNT THE VOTES?
A:Voting results are tabulated and certified by our transfer agent, Norwest Bank
Minnesota, N.A.
Q: IS MY VOTE CONFIDENTIAL?
A:Proxies, ballots and voting tabulations identifying stockholders are kept
confidential and will not be disclosed except as may be necessary to meet
legal requirements.
Q:WHAT HAPPENS IF ADDITIONAL PROPOSALS ARE PRESENTED AT THE MEETING?
A:The proxy card enables you to grant a proxy to those persons named as proxy
holders, Marcel Gani, the Company's Chief Financial Officer and Lisa C. Berry,
the Company's Vice President, General Counsel and Secretary, to vote your
shares at the meeting, as you have instructed them on the proxy card. If an
additional proposal is properly presented for a vote they will have the
discretion to vote your shares on such additional matters. If for some
unforeseen reason any of our nominees is not available as a candidate for
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director, the persons named as proxy holders will vote your proxy for such
other candidate or candidates as may be nominated by the Board of Directors.
Even if you plan to attend the meeting, it is a good idea to complete and
return your proxy card before the meeting date.
Q: WHERE DO I FIND VOTING RESULTS OF THE MEETING?
A:We will announce preliminary voting results at the meeting. We will publish
the final result in our quarterly report on Form 10-Q for the second quarter
of fiscal year 2000.
Q: WHO PAYS FOR THE COST OF SOLICITING PROXIES?
A:Juniper Networks is using Skinner & Co., an outside proxy solicitation firm,
to solicit proxies this year at a cost of approximately $7,000. The Company is
paying the cost of distributing and soliciting proxies. As a part of the
process, Juniper Networks reimburses brokers, nominees, fiduciaries and other
custodians reasonable fees and expenses in forwarding proxy materials to
stockholders.
Q:HOW DO I SUBMIT A PROPOSAL TO BE INCLUDED IN THE PROXY?
A:If you want us to consider including a proposal in the proxy statement for
next year, you must deliver it to the Company's Corporate Secretary at our
principal executive offices no later than December 2, 2000. The Company's
bylaws contain specific procedural requirements regarding a stockholder's
ability to nominate a director or submit a proposal to be considered at a
meeting of stockholders. If you would like a copy of the procedures contained
in our bylaws, please contact: Corporate Secretary, Juniper Networks, Inc.,
385 Ravendale Drive, Mountain View, CA 94043.
STRUCTURE AND COMPENSATION OF THE BOARD OF DIRECTORS
NUMBER OF DIRECTORS AND TERMS
Our Board of Directors consists of six authorized members. Two directors
are nominees for election this year. The remaining four directors will continue
to serve the terms described below.
The structure of our Board of Directors is that of a staggered board. The
directors are divided into three classes, Class I, Class II and Class III, with
each class being as nearly equal in number as possible with a three year term
for each class. Mr. Kriens and Mr. Stensrud are Class I directors and have been
nominated for re-election as described herein. Dr. Sindhu and Mr. Khosla are
each Class II directors and will stand for re-election at the Company's annual
meeting of stockholders to be held in 2001. Mr. Hearst and Mr. Kramlich are each
Class III directors and will stand for re-election at the Company's annual
meeting of stockholders to be held in 2002.
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BOARD OF DIRECTORS AND COMMITTEE MEETINGS
The Board of Directors held seven regular meetings during 1999. Except for
Dr. Sindhu, each director attended at least 75% of all board and applicable
committee meetings during 1999. The committees of the Board of Directors are
described in the table below. The Board of Directors does not have a nominating
committee or a committee serving a similar function; instead the Board of
Directors acts as a whole on such matters.
<TABLE>
<CAPTION>
COMMITTEE - MEMBERS FUNCTIONS OF THE COMMITTEE NUMBER OF MEETINGS - 1999
------------------- ---------------------------------------- -------------------------
<S> <C> <C>
Audit Committee: - Reviews internal accounting procedures 1
William R. Hearst III
- Consults with and reviews the services
C. Richard Kramlich provided by independent accountants
- Recommends selection of independent
accountants to the board
Compensation Committee: - Reviews and recommends to the board of 2
Vinod Khosla directors the compensation of all
officers and directors, including
William R. Stensrud stock compensation and loans
- Establishes and reviews general
policies relating to the compensation
and benefits of employees
</TABLE>
DIRECTOR COMPENSATION
We do not currently compensate our directors in cash for their service as
members on the Board of Directors, although they are reimbursed for certain
expenses in connection with attendance at Board of Director and committee
meetings. Under our Amended and Restated 1996 Stock Plan, non-employee directors
are eligible to receive stock option grants at the discretion of the Board of
Directors or other administrator of the Amended and Restated 1996 Stock Plan.
MEMBERS OF THE BOARD OF DIRECTORS
Scott Kriens Mr. Kriens has served as President, Chief Executive Officer
and Chairman of the Board of Directors of Juniper Networks since October 1996.
From April 1986 to January 1996, Mr. Kriens served as Vice President of Sales
and Vice President of Operations at StrataCom, Inc., a telecommunications
equipment company, which he co-founded in 1986. Mr. Kriens received a B.A. in
Economics from California State University, Hayward.
Pradeep Sindhu Dr. Sindhu co-founded Juniper Networks in February 1996 and
served as Chief Executive Officer and Chairman of the Board of Directors until
September 1996. Since then, Dr. Sindhu has served as Vice Chairman of the Board
of Directors and Chief Technical Officer of Juniper Networks. From September
1984 to February 1991, Dr. Sindhu worked as a Member of the Research Staff, and
from March 1987 to February 1996, as the Principal Scientist, and from February
1994 to February 1996, as Distinguished Engineer at the Computer Science Lab,
Xerox Corporation, Palo Alto Research Center, a technology research center. Dr.
Sindhu holds a B.S.E.E. from the Indian Institute of Technology in Kanpur, an
M.S.E.E. from the University of Hawaii and a Masters in Computer Science and
Ph.D. in Computer Science from Carnegie-Mellon University.
William R. Hearst III Mr. Hearst is a partner with Kleiner Perkins Caufield
& Byers, a venture capital firm located in Menlo Park, California. He has served
on the Board of Directors of Juniper Networks since February 1996. From May 1995
to August 1996, he was the Chief Executive Officer of At Home Corporation, a
high speed Internet access and consumer online services company. Mr. Hearst was
editor and publisher of the San Francisco Examiner from 1984 until 1995. Mr.
Hearst also serves on the boards of Excite@Home, RePlay Networks, Com21, Inc.,
Oblix, Inc., BigVine, Geocast, Zing, New Access Communications, the Hearst
Corporation and Hearst-Argyle Television. He is a Fellow of the AAAS, a Trustee
of Carnegie
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Institution in Washington, D.C., and a Trustee of the California Academy of
Sciences. Mr. Hearst is a 1972 graduate of Harvard University, holding an A.B.
degree in Mathematics.
Vinod Khosla Mr. Khosla has been a General Partner with the venture capital
firm of Kleiner Perkins Caufield & Byers since February 1986. He has served on
the Board of Directors of Juniper Networks since February 1996. Mr. Khosla was a
co-founder of Daisy Systems Corporation, an electronic design automation
company, and the founding Chief Executive Officer of Sun Microsystems, Inc., a
computer and data networking company. Mr. Khosla also serves on the boards of
Asera, Concentric Network Corporation, Corio Inc., Corvis Corporation, Siara
Systems and QWEST Communications International, Inc., as well as several other
private companies. Mr. Khosla holds a B.S.E.E. from the Indian Institute of
Technology in New Delhi, an M.S.E. from Carnegie-Mellon University, and an
M.B.A. from the Stanford Graduate School of Business.
C. Richard Kramlich Mr. Kramlich is the co-founder and has been a General
Partner of New Enterprise Associates, L.P., a venture capital fund, since 1978.
He has served on the Board of Directors of Juniper Networks since February 1996.
He is a director of Zhone Technologies, Force 10 Networks, Financial Engines,
InfoGear, Netsolve, Verticom, Visual EDGE, Healtheon Corporation, Com21, Inc.,
Lumisys, Inc. and Silicon Graphics, Inc. Mr. Kramlich holds a B.S. from
Northwestern University and an M.B.A. from Harvard Business School.
William R. Stensrud Mr. Stensrud has been a General Partner with the
venture capital firm of Enterprise Partners since January 1997. He has served on
the Board of Directors of Juniper Networks since October 1996. Mr. Stensrud was
an independent investor and turn-around executive from March 1996 to January
1997. During this period, Mr. Stensrud served as President of Paradyne
Corporation and as a director of Paradyne Corporation, GlobeSpan Corporation and
Paradyne Partners LLP, all data networking companies. From January 1992 to July
1995, Mr. Stensrud served as President and Chief Executive Officer of Primary
Access Corporation, a data networking company acquired by 3Com Corporation. From
1986 to 1992, Mr. Stensrud served as the Marketing Vice President of StrataCom,
Inc., a telecommunications equipment company, which Mr. Stensrud co-founded. Mr.
Stensrud also serves on the boards of Rhythms NetConnections Corporation,
Paradyne Corporation, Packeteer Corporation, Airfiber, Asian Trading.com,
Chromisys, Edupoint, Ensemble Communications, iAsia Works, LongBoard, Reflex
Communications and Solis Micro Technologies. He holds a B.S. degree in
Electrical Engineering and Computer Science from Massachusetts Institute of
Technology.
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PROPOSAL ONE
ELECTION OF DIRECTORS
There are two nominees for election to the Board of Directors this year.
The nominees for director this year are Scott Kriens and William Stensrud. Each
nominee is presently a director of the Company and has served as a director
since the Company's last annual meeting. Information regarding the business
experience of each nominee is provided below. The Company has a classified board
of directors and Mr. Kriens and Mr. Stensrud, if elected, will serve a three
year term until the Company's annual meeting in 2003 and until their respective
successors are elected. Each of the nominees has consented to serve a new
three-year term. There are no family relationships among our executive officers
and directors.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION TO THE BOARD OF
EACH OF THE FOLLOWING.
VOTE REQUIRED
The two persons receiving the highest number of votes represented by
outstanding shares of common stock present or represented by proxy and entitled
to vote will be elected.
SCOTT KRIENS
Director since October 1996
Age 42 Mr. Kriens has served as President, Chief
Executive Officer and Chairman of the Board of
Directors of Juniper Networks since October
1996. From April 1986 to January 1996, Mr.
Kriens served as Vice President of Sales and
Vice President of Operations at StrataCom,
Inc., a telecommunications equipment company,
which he co-founded in 1986. Mr. Kriens
received a B.A. in Economics from California
State University, Hayward.
WILLIAM R. STENSRUD
Director since October 1996
Age 49 Mr. Stensrud has been a General Partner with
the venture capital firm of Enterprise Partners
since January 1997. He has served on the Board
of Directors of Juniper Networks since October
1996. Mr. Stensrud was an independent investor
and turn-around executive from March 1996 to
January 1997. During this period, Mr. Stensrud
served as President of Paradyne Corporation and
as a director of Paradyne Corporation,
GlobeSpan Corporation and Paradyne Partners
LLP, all data networking companies. From
January 1992 to July 1995, Mr. Stensrud served
as President and Chief Executive Officer of
Primary Access Corporation, a data networking
company acquired by 3Com Corporation. From 1986
to 1992, Mr. Stensrud served as the Marketing
Vice President of StrataCom, Inc., a
telecommunications equipment company, which Mr.
Stensrud co-founded. Mr. Stensrud also serves
on the boards of Rhythms NetConnections
Corporation, Paradyne Corporation, Packeteer
Corporation, Airfiber, Asian Trading.com,
Chromisys, Edupoint, Ensemble Communications,
iAsia Works, LongBoard, Reflex Communications
and Solis Micro Technologies. He holds a B.S.
degree in Electrical Engineering and Computer
Science from Massachusetts Institute of
Technology.
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PROPOSAL TWO
AMENDMENT TO THE CERTIFICATE OF INCORPORATION
The Board of Directors is asking stockholders to approve an amendment to
the Certificate of Incorporation to increase the authorized shares of common
stock from 200,000,000 to 1,000,000,000 shares -- an increase of 800,000,000
shares. Currently, the Company has 200,000,000 shares of authorized common stock
of which only approximately 6,500,000 shares remain that are available for
issuance by the Company. As of March 7, 2000, approximately 193,500,000 of the
200,000,000 authorized shares had been used or reserved for use as follows:
- 156,000,000 are issued and outstanding shares;
- 21,000,000 shares are reserved for stock options that have been granted;
- 13,000,000 shares are reserved for future issuances under incentive stock
plans; and
- 3,500,000 shares are reserved for issuance upon conversion of the
Company's 4.75% Convertible Subordinated Notes Due March 15, 2007.
Of immediate importance, however, is the belief of the Board of Directors
that it is in the best interests of the stockholders to broaden the stockholder
base. In order to achieve that broadened base of stockholders, the Company has
announced that the Board of Directors has declared, subject to stockholder
approval of the amendment to the Company's Certificate of Incorporation
described in this Proxy Statement, a two-for-one stock split to be effected in
the form of a 100% stock dividend. If this Proposal Two is approved by the
stockholders, a minimum of approximately 193,500,000 shares will be required to
distribute the stock dividend to stockholders and to reserve shares for issuance
pursuant to existing commitments such as the stock plans (as described above).
The limited number of shares remaining is not sufficient to effect the
proposed two-for-one stock split or to provide the Company with the ongoing
flexibility to anticipate and react in a timely manner to changes in the
competitive environment in which the Company operates.
The Company's Board of Directors believes it is prudent to increase the
number of authorized shares of common stock to the proposed level in order to
provide the necessary shares for the issuance in connection with the proposed
two-for-one stock split and to provide a reserve of shares available for
issuances in connection with possible future actions, including but not limited
to:
- additional stock splits or stock dividends if the Board of Directors
believes that a further broadening of the stockholder base is desirable;
- grants under employee benefit and employee stock incentive plans which
enables the Company to continue to be able to attract and retain highly
qualified employees in an increasingly competitive environment;
- financings, corporate mergers and acquisitions; and
- other general corporate purposes.
The Company's Board of Directors also believes that the increased number of
shares will provide the Company with the flexibility necessary to react quickly
to the equity markets given the financial environment in which the Company
operates. For example, in 1999 and 2000 the Company raised approximately
$390,000,000 and $1,120,000,000 respectively, through the issuance of the
Company's common stock and notes convertible into the Company's common stock,
respectively.
Having such additional authorized common stock available for issuance in
the future would allow the Board of Directors to issue shares of common stock
without the delay and expense associated with the necessity of obtaining prior
stockholder approval. Elimination of this delay will better enable the Company
to engage in financing transactions and mergers and acquisitions on an
opportunistic and more competitive basis as market and financial conditions
continue to change. Other than as set forth above, the Company is not
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presently planning to issue or use any of the proposed additional authorized
shares of common stock, and has no present arrangements, understandings or plans
concerning the issuance or use of the proposed additional authorized shares.
POSSIBLE EFFECTS OF THE AMENDMENT
If the proposed amendment is approved, the Board of Directors may cause the
issuance of additional shares of common stock without the further vote of
stockholders of the Company, except as provided under Delaware corporate law or
under the rules of any national securities exchange on which shares of common
stock of the Company are then listed.
Current holders of common stock have no pre-emptive or like 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 proportionate
ownership thereof. The effects of the authorization of additional shares of
common stock may also include dilution of the voting power of currently
outstanding shares. Future issuances of additional authorized shares of common
stock may, among other things, have a dilutive effect on earnings per share of
the common stock.
In addition, the Board of Directors could use authorized but unissued
shares to create impediments to a takeover or a transfer of control of the
Company. Accordingly, an effect of the increase in the number of authorized
shares of common stock may be to deter a future takeover attempt which holders
of common stock may deem to be in their best interest or in which holders of
common stock may be offered a premium for their shares over the market price.
The Board of Directors is not currently aware of any attempt to take over
or acquire the Company. While it may be deemed to have potential anti-takeover
effects, the proposed amendment to increase the authorized common stock is not
prompted by any specific effort or takeover threat currently perceived by
management. Moreover, management does not currently intend to propose
anti-takeover measures in the foreseeable future.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE AMENDMENT TO OUR CERTIFICATE OF
INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK FROM
200,000,000 TO 1,000,000,000 SHARES.
PROPOSAL THREE
RATIFICATION OF INDEPENDENT AUDITORS
The Board of Directors has appointed Ernst & Young LLP as Juniper Networks'
independent auditors for the current fiscal year. Ernst & Young has served as
auditors for Juniper Networks since its inception. Representatives of Ernst &
Young LLP are expected to attend the meeting, where they will be available to
respond to questions and, if they desire, to make a statement.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR RATIFICATION OF THE APPOINTMENT OF
ERNST & YOUNG LLP AS JUNIPER NETWORKS' INDEPENDENT AUDITORS FOR THE 2000 FISCAL
YEAR.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth information as of March 7, 2000 concerning
each beneficial owner of more than 5% of the Company's common stock. The number
of shares beneficially owned is determined under the rules of the Securities and
Exchange Commission, and the information is not necessarily indicative of
beneficial ownership for any other purpose. Under such rules, beneficial
ownership includes any shares as to which such owner has the sole or shared
voting power or investment power and also any shares that such owner has the
right to acquire as of May 7, 2000 (within 60 days of the record date of March
7, 2000) through the exercise of any stock option or other right. Unless
otherwise indicated, each person, has sole investment and voting power (or
shares such powers with his spouse) with respect to the shares set forth in the
following table.
<TABLE>
<CAPTION>
AMOUNT AND NATURE
NAME AND ADDRESS OF BENEFICIAL OWNER OF BENEFICIAL OWNERSHIP PERCENTAGE OF CLASS
------------------------------------ ----------------------- -------------------
<S> <C> <C>
Kleiner Perkins Caufield & Byers VII L.P.................. 29,235,938 shares(1) 18.68%
2750 Sand Hill Road
Menlo Park, CA 94025
Ericsson Business Networks AB............................. 9,745,203 shares 6.23%
S-131 89
Stockholm, Sweden
FMR Corp.................................................. 15,856,434 shares(2) 10.13%
82 Devonshire Street
Boston, MA 02109
</TABLE>
- ---------------
(1) This amount is based on a total of 32,363,673 shares, reported on Schedule
13G filed with the Securities and Exchange Commission on February 14, 2000,
held by affiliated entities of Kleiner Perkins Caufield & Byers, a venture
capital firm and subsequently reduced by a distribution to limited partners.
(2) Based on information reported on Schedule 13G filed with the Securities and
Exchange Commission on February 10, 2000. FMR Corp. reports sole voting
power with respect to 1,016,316 shares, no shared voting power, sole
dispositive power with respect to 15,856,434 shares and no shared
dispositive power.
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth information as of March 7, 2000 concerning
the security ownership of the executive officers and directors of the Company's
common stock. The number of shares beneficially owned is determined under the
rules of the Securities and Exchange Commission, and the information is not
necessarily indicative of beneficial ownership for any other purpose. Under such
rules, beneficial ownership includes any shares as to which such owner has the
sole or shared voting power or investment power and also any shares that such
owner has the right to acquire as of May 7, 2000 (within 60 days of the record
date of March 7, 2000) through the exercise of any stock option or other right.
Unless otherwise indicated, each person, has sole investment and voting power
(or shares such powers with his spouse) with respect to the shares set forth in
the following table.
<TABLE>
<CAPTION>
AMOUNT AND NATURE
NAME AND ADDRESS OF BENEFICIAL OWNER(1) OF BENEFICIAL OWNERSHIP PERCENTAGE OF CLASS(2)
--------------------------------------- ----------------------- ----------------------
<S> <C> <C>
Scott Kriens(3)...................................... 7,098,844 shares 4.53%
Chairman, Chief Executive Officer and
President
Pradeep Sindhu(4).................................... 6,561,355 shares 4.16%
Vice Chairman, Chief Technical Officer
Marcel Gani(5)....................................... 1,131,495 shares *
Chief Financial Officer
Steven Haley(6)...................................... 1,138,265 shares *
Vice President Worldwide Sales and Service
</TABLE>
10
<PAGE> 13
<TABLE>
<CAPTION>
AMOUNT AND NATURE
NAME AND ADDRESS OF BENEFICIAL OWNER(1) OF BENEFICIAL OWNERSHIP PERCENTAGE OF CLASS(2)
--------------------------------------- ----------------------- ----------------------
<S> <C> <C>
Peter Wexler(7)...................................... 1,848,060 shares 1.18%
Vice President Engineering
William R. Hearst III(8)............................. 29,339,780 shares 18.75%
Director
c/o Kleiner Perkins Caufield & Byers
2750 Sand Hill Road
Menlo Park, CA 94025
Vinod Khosla(9)...................................... 29,376,601 shares 18.77%
Director
c/o Kleiner Perkins Caufield & Byers
2750 Sand Hill Road
Menlo Park, CA 94025
C. Richard Kramlich(10).............................. 3,898,427 shares 2.49%
Director
c/o New Enterprise Associates
2490 Sand Hill Road
Menlo Park, CA 94025
William R. Stensrud(11).............................. 903,000 shares *
Director
c/o Enterprise Partners
7979 Ivanhoe Avenue, Suite 550
La Jolla, CA 92037
All Directors and Executive Officers as a group 55,211,763 shares 35.19%
(10 persons) (12)..................................
</TABLE>
- ---------------
* Less than 1% of the outstanding shares of common stock.
(1) Unless otherwise noted above, the address for each of the officers and
directors is c/o Juniper Networks, Inc., 385 Ravendale Drive, Mountain
View, CA 94043.
(2) The percentages are calculated using 156,504,533 outstanding shares of the
Company's common stock on March 7, 2000.
(3) Includes 100,000 shares which are subject to options that may be exercised
within 60 days of March 7, 2000. Also includes 1,297,102 shares which as of
March 7, 2000 are subject to a right of repurchase by the Company.
(4) Includes 60,000 shares which are subject to options that may be exercised
within 60 days of March 7, 2000. Also includes a total of 180,000 shares
held in custody for Dr. Sindhu's children pursuant to the California
Uniform Transfers to Minors Act and a total of 735,000 shares held in
trusts for the benefit of Dr. Sindhu and his spouse.
(5) Includes 379,687 shares which as of March 7, 2000 are subject to a right of
repurchase by the Company. All shares are held in a trust of which Mr. Gani
and his spouse are trustees.
(6) Includes 99,837 shares which are subject to options that may be exercised
within 60 days of March 7, 2000. Also includes 358,594 shares which as of
March 7, 2000 are subject to a right of repurchase by the Company. Includes
60,000 shares held in the name of the Haley Family Foundation Trust, 18,753
shares held by Mr. Haley's spouse and a total of 90,000 shares held in
trust for the benefit of Mr. Haley's children.
(7) Includes 3,060 shares which are subject to options that may be exercised
within 60 days of March 7, 2000. Also includes 464,063 shares which as of
March 7, 2000 are subject to a right of repurchase by the Company.
(8) Includes 29,235,938 shares held by entities affiliated with Kleiner Perkins
Caufield & Byers. Mr. Hearst is a general partner of Kleiner Perkins
Caufield & Byers and is a Director of Juniper Networks. Mr. Hearst
disclaims beneficial ownership of shares held by those entities, except to
the extent of his proportional interest arising from his partnership
interest in Kleiner Perkins Caufield & Byers.
11
<PAGE> 14
(9) Includes 57,459 shares held by a trust for Mr. Khosla's benefit and
29,235,938 shares held by entities affiliated with Kleiner Perkins Caufield
& Byers. Mr. Khosla is a general partner of Kleiner Perkins Caufield &
Byers and is a Director of Juniper Networks. Mr. Khosla disclaims
beneficial ownership of shares held by those entities, except to the extent
of his proportional interest arising from his partnership interest in
Kleiner Perkins Caufield & Byers.
(10) Includes 3,698,433 shares held by entities affiliated with New Enterprise
Associates. Mr. Kramlich is a general partner of New Enterprise Associates
and is a director of Juniper Networks. Mr. Kramlich disclaims beneficial
ownership of shares held by those entities, except to the extent of his
proportional interest in New Enterprise Associates.
(11) Includes 22,500 shares which as of March 7, 2000 are subject to a right of
repurchase by the Company. Includes 768,000 shares held in a trust as
community property.
(12) Includes all shares referenced in Notes 2 through 11 above, except that the
shares beneficially owned by entities affiliated with Messrs. Hearst and
Khosla are counted only once in this calculation. Also includes 840,105
shares beneficially owned by one other executive officer of which 127,605
are subject to options which may be exercised within 60 days of March 7,
2000 and 15,105 which as of March 7, 2000 are subject to a right of
repurchase by the Company.
EXECUTIVE COMPENSATION
The following table shows, for the last three fiscal years, compensation
information for the Company's Chief Executive Officer and the next four most
highly compensated executive officers. These officers are referred to herein as
Named Executive Officers.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM COMPENSATION
------------------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
--------------------------------------------- RESTRICTED SECURITIES
OTHER ANNUAL STOCK UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY($) BONUS($) COMPENSATION($) AWARD(S)($) OPTIONS(1) COMPENSATION($)
- --------------------------- ---- --------- -------- --------------- ----------------- ---------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C>
Scott Kriens............ 1999 $170,000 $ 5,000 $ --(2) NA 900,000 $ --
Chairman, 1998 170,000 -- 1,200(2) NA 3,735 --
Chief Executive 1997 170,000 -- -- NA -- --
Officer and President
Pradeep Sindhu.......... 1999 $145,000 $12,425 $ --(2) NA 540,000 $ --
Vice Chairman and 1998 140,225 25,000 1,004(2) NA 5,355 --
Chief Technical 1997 114,000 -- -- NA -- --
Officer
Marcel Gani............. 1999 $150,000 $12,500 $ --(2) NA 240,000 $ --
Chief Financial Officer 1998 150,000 -- 1,133(2) NA 2,745 --
1997 131,500 -- -- NA -- --
Steven Haley............ 1999 $175,000 $ -- $ --(2) NA 465,000 $284,203(3)
Vice President 1998 150,000 69,039 1,133(2) NA 114,390 --
Worldwide 1997 62,109 -- -- NA -- --
Sales and Service
Peter Wexler............ 1999 $150,000 $ 6,000 $ --(2) NA 240,000 $ --
Vice President 1998 150,000 -- 1,133(2) NA 3,060 --
Engineering 1997 137,500 -- -- NA -- --
</TABLE>
- ---------------
(1) The underlying share amounts have been adjusted for the three-for-one split
of the Company's common stock for holders of record on December 31, 1999 and
paid on January 14, 2000.
(2) Consists of the standard employee benefit portion paid by the Company for
all employees for premiums for term life insurance. No amounts are reported
for 1999 since they are less than the lesser of: (a) $50,000 or (b) 10% of
the total salary and bonus for each of the Named Executive Officers.
(3) Consists of commissions.
12
<PAGE> 15
STOCK OPTION GRANTS AND EXERCISES
The following tables set forth the stock options granted to the Named
Executive Officers under the Company's stock option plans and the options
exercised by such Named Executive Officers during the fiscal year ended December
31, 1999.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
The Option/SAR Grant Table sets forth hypothetical gains or "option
spreads" for the options at the end of their respective ten-year terms, as
calculated in accordance with the rules of the Securities and Exchange
Commission. Each gain is based on an arbitrarily assumed annualized rate of
compound appreciation of the market price at the date of grant of 5% and 10%
from the date the option was granted to the end of the option term. Actual
gains, if any, on option exercises are dependent on the future performance of
the Company's common stock and overall market conditions.
<TABLE>
<CAPTION>
PERCENT OF
NO. OF TOTAL OPTIONS POTENTIAL REALIZABLE VALUE AT
SECURITIES GRANTED ASSUMED ANNUAL RATES OF STOCK
UNDERLYING TO EMPLOYEES EXERCISE APPRECIATION FOR OPTION TERM(3)
OPTIONS DURING PRICE PER EXPIRATION --------------------------------
NAME GRANTED PERIOD(1) SHARE(2) DATE 5% 10%
---- ----------- ------------- --------- ---------- -------------- --------------
<S> <C> <C> <C> <C> <C> <C>
Scott Kriens........... 900,000(4) 5.39% $60.71 10/04/09 $34,361,211 $87,078,055
Pradeep Sindhu......... 540,000(4) 3.24% $60.71 10/04/09 $20,616,727 $52,246,834
Marcel Gani............ 240,000(5) 1.44% $60.71 10/04/09 $ 9,162,990 $23,220,815
Steven Haley........... 30,303(6) 0.18% $ 3.30 02/10/09 $ 62,889 $ 159,374
119,697(6) 0.72% $ 3.30 02/10/09 $ 248,413 $ 629,528
315,000(7) 1.89% $60.71 10/04/09 $12,026,424 $30,477,320
Peter Wexler........... 240,000(5) 1.44% $60.71 10/04/09 $ 9,162,990 $23,220,815
</TABLE>
- ---------------
(1) Based on an aggregate of 16,684,089 options granted by the Company during
the fiscal year ended December 31, 1999, to employees, directors and
consultants, including the Named Executive Officers. All of the option grant
numbers and price per share numbers have been adjusted for the three-for-one
split of the Company's common stock for stockholders of record on December
31, 1999.
(2) Options were granted at an exercise price equal to the fair market value of
the Company's common stock, as determined in good faith by the Board of
Directors. As of the effective date of the initial public offering, options
are granted at fair market value on the date of grant.
(3) The potential realizable value is calculated based on (a) the ten year term
of the option at its time of grant; (b) the assumption that the closing
price for the common stock on the date of grant appreciates at the indicated
annual rate compounded annually for the entire term of the option; and (c)
the assumption that the option is exercised and sold on the last day of its
term for the appreciated stock price.
(4) The option grants to Mr. Kriens and Dr. Sindhu vest in 36 equal monthly
installments beginning January 1, 2000.
(5) The option grants to Mr. Gani and Mr. Wexler vest in 24 equal monthly
installments beginning January 1, 2001.
(6) The option grant to Mr. Haley for 30,303 shares is an incentive stock
option. The option grant to Mr. Haley for 119,697 shares is a non-statutory
stock option.
(7) The option grant to Mr. Haley for 315,000 shares has a staggered vesting
schedule. The option to purchase 195,000 of the shares vests in 12 equal
monthly installments beginning January 1, 2001, and the option to purchase
120,000 shares vests in 12 equal monthly installments beginning January 1,
2002.
13
<PAGE> 16
OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION VALUES
The following table shows stock option exercises and the value of
unexercised stock options held by the Named Executive Officers during the last
fiscal year.
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
OPTIONS AT IN-THE-MONEY OPTIONS AT
SHARES DECEMBER 31, 1999 DECEMBER 31, 1999(2)
ACQUIRED ON VALUE --------------------------- ---------------------------
NAME EXERCISE REALIZED(1) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- ----------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Scott Kriens............... -- -- -- 900,000 -- $47,362,500
Pradeep Sindhu............. 5,355 $ 22,015 -- 540,000 -- $28,417,500
Marcel Gani................ -- -- -- 240,000 -- $12,630,000
Steven Haley............... 30,465 $204,792 82,035 465,000 $9,274,508 $33,081,870
Peter Wexler............... -- -- 3,060 240,000 $ 345,100 $12,630,000
</TABLE>
- ---------------
(1) Based on the fair market value of our stock on the date of exercise, minus
the exercise price, multiplied by the number of shares issued upon exercise.
(2) The value of in-the-money options is based on the closing price on December
31, 1999 of $113.333 per share, minus the per share exercise price,
multiplied by the number of shares underlying the option.
EMPLOYMENT AGREEMENTS
The Company entered into a change of control agreement with Mr. Kriens on
October 1, 1996, which provides that he will be entitled to base compensation
and benefit payments for a period of three months, in the event that his
employment is terminated in connection with a change of control of Juniper
Networks. Further, Mr. Kriens' restricted stock would be released from any
repurchase option and his stock options would become vested and exercisable as
to an additional amount equal to that amount which would have vested and become
exercisable had Mr. Kriens remained employed for a period of 18 months following
the change of control. If his employment continues following a change of
control, his stock options will be vested and exercisable at a rate 1.5 times
the rate otherwise set forth in the stock option agreement for a period of
twelve months following the change of control. Under the employment agreement,
Mr. Kriens is entitled to receive three months' base compensation and benefits,
regardless of whether there is a change of control, in the event that his
employment is involuntarily terminated. Upon involuntary termination, and
regardless of whether there has been a change of control, Mr. Kriens' restricted
stock and stock options would become immediately vested and exercisable as to an
additional amount equal to the number of stock options which would have become
vested and exercisable during the three-month period following the involuntary
termination had Mr. Kriens remained employed by the Company.
The Company entered into a change of control agreement with Mr. Gani in
February 1997, which provides that he will be entitled to receive base
compensation and benefits for a period of three months, in the event of
involuntary termination. In the event of a change of control at Juniper
Networks, the vesting of Mr. Gani's stock options will accelerate as to that
number of options equal to the number of shares that would vest over the next 30
months in accordance with the Company's standard vesting schedule or the balance
of his unvested stock, whichever amount is less.
BOARD COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
COMPENSATION COMMITTEE
The Compensation Committee (the "Committee") is comprised of two of the
independent, non-employee members of the Board of Directors, neither of whom
have interlocking relationships as defined by the Securities and Exchange
Commission. The Committee is responsible for setting and administering the
policies governing annual compensation of executive officers, considers their
performance and makes recommendations regarding their cash compensation and
stock options to the full Board of Directors. As the
14
<PAGE> 17
Company only recently established the Committee in connection with its initial
public offering, there is a limited history; however the Committee expects,
pursuant to its charter, to periodically review the approach to executive
compensation and make changes as competitive conditions and other circumstances
warrant.
COMPENSATION PHILOSOPHY
In June 1999, the Company completed the initial public offering of its
common stock and became a reporting company at that time. To date, the
compensation of the executive officers has reflected a "start-up" philosophy
with the salary component at lower levels and the stock component at higher
levels than would otherwise be applicable in an established company environment.
In reviewing the compensation for the upcoming fiscal year, the Committee
addressed two distinct areas in order to meet the needs of the Company as it
continues to grow and mature. First, the Committee recognizes that in order for
the Company to develop new products and scale the business, the ability to
attract, retain and reward executive officers who will be able to operate
effectively in a high growth complex environment is vital. In that regard, the
Company must offer compensation that (a) is competitive in the industry; (b)
motivates executive officers to achieve the Company's strategic business
objectives; and (c) aligns the interests of executive officers with the
long-term interests of stockholders. Second, the compensation structure that has
been in place is reflective of a "start-up" company and needs to be restructured
over a finite period of time to reflect the size and value of the Company.
The Company currently uses salary, a management incentive plan and stock
options to meet these requirements. For incentive-based compensation, the
Committee considers the desirability of structuring such compensation
arrangements so as to qualify for deductibility under Section 162(m) of the
Internal Revenue Code. As the Committee applies this compensation philosophy in
determining appropriate executive compensation levels and other compensation
factors, the Committee reaches its decisions with a view towards the Company's
overall performance.
EXECUTIVE OFFICER COMPENSATION
The Committee's approach is predicated upon the philosophy that a
substantial portion of aggregate annual compensation for executive officers
should be contingent upon the Company's performance and an individual's
contribution to the Company's success in meeting certain critical objectives. In
addition, the Committee strives to align the interests of the Company's
executive officers with the long-term interests of stockholders through stock
option grants such that grants of stock options should relate the performance of
the executive to the market perception of the performance of the Company.
The Company provides its executive officers with a compensation package
consisting of base salary, variable incentive pay and participation in benefit
plans generally available to other employees. The Committee considers market
information from published survey data provided to the Committee by the
Company's human resources staff. The market data consists primarily of base
salary and total cash compensation rates, as well as incentive bonus and stock
programs of other companies considered by the Committee to be peers in the
Company's industry.
Base Salary. Current salaries for executive officers were originally set
based on the "start up" nature of the Company. The Committee determined that it
should increase the salaries of the current executive officers over the next two
years in order to align them with salaries for comparable positions at
comparable companies in the industry or in industries that employ individuals
with similar skills and educational background as the Company's executive
officers.
Management Incentive Plan. The Company implemented an incentive bonus plan
which will pay out a percentage of base salary measured against the performance
of the Company relative to certain goals for profitability and individual
performance of certain key strategic objectives of the Company.
Stock Option Grants. Grants of stock options to executive officers are
based upon each executive officer's relative position, responsibilities,
historical and expected contributions to the Company, and the executive
officer's existing stock ownership and previous option grants. Stock options are
granted at market
15
<PAGE> 18
price on the date of grant and will provide value to the executive officers only
when the price of the Company's Common Stock increases over the exercise price.
CHIEF EXECUTIVE OFFICER COMPENSATION
Effective for fiscal year 2000, the base salary of Mr. Kriens was increased
from $170,000 to $250,000 with a target bonus percentage of 60% of base salary.
MEMBERS OF THE COMPENSATION COMMITTEE
Vinod Khosla
William R. Stensrud
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
No member of the Compensation Committee 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.
16
<PAGE> 19
STOCK PERFORMANCE GRAPH
The following performance graph shows the seven-month cumulative total
stockholder return assuming the investment of $100 on June 25, 1999 (the date of
the Company's initial public offering) in each of Juniper Networks common stock,
the Nasdaq Composite Index and the Nasdaq Telecommunications Index. The
performance shown is not necessarily indicative of future performance.
COMPARISON OF SEVEN MONTH CUMULATIVE TOTAL RETURN AMONG
JUNIPER NETWORKS, INC.,
THE NASDAQ COMPOSITE INDEX AND
THE NASDAQ TELECOMMUNICATIONS INDEX
<TABLE>
<CAPTION>
JUNIPER NETWORKS NASDAQ COMPOSITE NASDAQ TELECOMM
---------------- ---------------- ---------------
<S> <C> <C> <C>
June-99 100.00 100.00 100.00
September-99 184.14 107.58 94.64
December-99 343.87 159.42 153.80
</TABLE>
CERTAIN TRANSACTIONS
During our last fiscal year ending December 31, 1999, there has not been,
nor is there currently proposed, any transaction or series of similar
transactions to which we were or are to be a party in which the amount involved
exceeds $60,000, and in which any director, executive officer, holder of more
than 5% of our common stock or any member of the immediate family of any of
these people had or will have a direct or indirect material interest.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Juniper Networks believes that during 1999, all filings with the SEC by its
officers, directors and 10% stockholders complied with requirements for
reporting ownership and changes in ownership of Juniper Networks common stock
under Section 16(a) of the Securities Exchange Act of 1934, as amended.
17
<PAGE> 20
OTHER MATTERS
The Board of Directors knows of no other matters to be submitted at the
meeting. If any other matters properly come before the meeting, it is the
intention of the persons named in the enclosed form of proxy to vote the shares
they represent as the Board of Directors may recommend.
Copies of the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1999 are available without charge to each stockholder, upon
such stockholder's written request to the Corporate Secretary at the Company's
principal executive offices at 385 Ravendale Drive, Mountain View, California
94043.
THE BOARD OF DIRECTORS
April 13, 2000
18
<PAGE> 21
JUNIPER NETWORKS, INC.
ANNUAL MEETING OF STOCKHOLDERS
THURSDAY, MAY 4, 2000
9:00 A.M.
THE HISTORIC DEL MONTE BUILDING
100 SOUTH MURPHY STREET
THIRD FLOOR
SUNNYVALE, CA 94086
JUNIPER NETWORKS, INC.
385 RAVENDALE DRIVE, MOUNTAIN VIEW, CA 94043 PROXY
- --------------------------------------------------------------------------------
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS FOR USE AT THE ANNUAL MEETING
ON MAY 4, 2000.
IF NO CHOICE IS SPECIFIED, THE PROXY WILL BE VOTED "FOR" ITEMS 1, 2 AND 3.
By signing the proxy, you revoke all prior proxies and appoint Lisa C. Berry
and Marcel Gani, and each of them, with full power of substitution, to vote for
shares on the matters shown on the reverse side and any other matters which may
come before the Annual Meeting and all adjournments.
See reverse side for voting instructions.
<PAGE> 22
------------------------------
COMPANY #
CONTROL #
------------------------------
THERE ARE THREE WAYS TO VOTE YOUR PROXY
YOUR TELEPHONE OR INTERNET VOTE AUTHORIZES THE NAMED PROXIES TO VOTE YOUR
SHARES IN THE SAME MANNER AS IF YOU MARKED, SIGNED AND RETURNED YOUR PROXY CARD.
VOTE BY PHONE -- TOLL FREE -- 1-800-240-6326 -- QUICK *** EASY *** IMMEDIATE
o Use any touch-tone telephone to vote your proxy 24 hours a day, 7 days a
week, until 12:00 p.m. on May 3, 2000.
o You will be prompted to enter your 3-digit Company Number and your 7-digit
Control Number which are located above.
o Follow the simple instructions the Voice provides you.
VOTE BY INTERNET -- HTTP://WWW.EPROXY.COM/JNPR/ -- QUICK *** EASY *** IMMEDIATE
o Use the Internet to vote your proxy 24 hours a day, 7 days a week, until
12:00 p.m. on May 3, 2000.
o You will be prompted to enter your 3-digit Company Number and your 7-digit
Control Number which are located above to obtain your records and create an
electronic ballot.
VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid envelope
we've provided or return it to Juniper Networks, Inc., c/o Shareowner
Services(TM), P.O. Box 64873, St. Paul, MN 55164-0873.
IF YOU VOTE BY PHONE OR INTERNET, PLEASE DO NOT MAIL YOUR PROXY CARD
Please detach here
- ----- -----
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITEMS 1, 2 AND 3.
1. Election of directors: 01 Scott Kriens 02 William Stensrud
[ ] Vote FOR [ ] Vote WITHHELD
all nominees from all nominees
(except as marked)
(INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDICATED NOMINEE, WRITE
THE NUMBER(S) OF THE NOMINEE(S) IN THE BOX PROVIDED TO THE RIGHT.)
2. Amendment to the Certificate of Incorporation
[ ] For [ ] Against [ ] Abstain
3. Ratification of Ernst & Young LLP as independent auditors
[ ] For [ ] Against [ ] Abstain
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION
IS GIVEN, WILL BE VOTED FOR EACH PROPOSAL.
---
Address Change? Mark Box [ ]
Indicate changes below:
Date ___________________________________
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Signature(s) in Box
Please sign exactly as your name(s) appear on Proxy. If held in joint tenancy,
all persons must sign. Trustees, administrators, etc., should include title and
authority. Corporations should provide full name of corporation and title of
authorized officer signing the proxy.
- ----- -----
