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SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
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Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12
REALNETWORKS, INC.
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(Name of Registrant as Specified In Its Charter)
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DESCRIPTION OF VIDEO PRESENTATION
Kelly Jo MacArthur, Vice President, General Counsel and Corporate Secretary of
RealNetworks, Inc., will be seated in a room located at the Company's
headquarters as she reads the following script while being videotaped.
TRANSCRIPT OF AUDIO/VIDEO PRESENTATION TO BE POSTED ON WEB SITES
Hi, I'm KellyJo MacArthur, Vice President, General Counsel and Corporate
Secretary for RealNetworks. Our annual shareholder meeting will take place this
year on Friday, May 22, 1998, at 2:00 p.m. Pacific Daylight Time at the Hotel
Monaco in Seattle. Only shareholders of record on April 1, 1998 are entitled to
attend and vote at the annual meeting. For those of you who can't make it,
please check back to this Web page for a live Webcast on the 22nd. An archive
will also be available for viewing after the meeting.
The primary purposes of the meeting are:
1) to elect one director;
2) to approve an amendment to the Company's Amended and Restated 1996 Stock
Option Plan; and
3) to ratify the appointment of the Company's independent auditors for fiscal
year 1998.
Of course, if you were a shareholder of record on April 1, 1998, you should
consult your proxy statement for additional details, but I will the summarize
the proposals and report the Board's recommendations:
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Proposal 1: Election of Director
Shareholders are being asked to elect a "Class 1 director", who will serve until
the Annual Meeting of Shareholders in 2001. Mitchell Kapor, who currently is the
Company's Class 1 director, has been nominated by the Board of Directors for
re-election.
Mitchell Kapor has been a director of the Company since October 1995. Mr. Kapor
founded the nonprofit public Internet organization, the Electronic Frontier
Foundation, in 1990, served as its President from 1990 to 1993, its Chairman
from 1993 to 1995, and as a director from 1995 to 1996. Mr. Kapor designed Lotus
1-2-3, founded Lotus Development Corporation in 1982 and served as its President
and Chief Executive Officer from April 1982 to July 1986. Mr. Kapor holds a
Bachelor of Arts degree in Cybernetics from Yale University and a Master of Arts
in Psychology from Beacon College. Mr. Kapor is 47 years old.
The Board unanimously recommends that shareholders vote "for" the nominee,
Mitchell Kapor.
Proposal 2: Amendment to the Amended and Restated 1996 Stock Option Plan to
increase the number of shares reserved for issuance under the Plan by 2.5
million shares.
The Company's Amended and Restated 1996 Stock Option Plan currently provides for
grants of incentive and nonqualified options to purchase up to 9.8 million
shares of Common Stock to employees, officers, directors, and consultants of the
Company or its affiliates. The purpose of the Plan is to promote the Company's
success by aligning individual
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financial interests with long-term shareholder value. The Board believes that
the number of shares currently available should be increased by 2.5 million
shares to achieve the purpose of the 1996 Plan.
The Board unanimously recommends that shareholders vote "for" the Amendment to
the Amended and Restated 1996 Stock Option Plan.
Proposal 3: Appointment of Independent Auditors
The Board has appointed KPMG Peat Marwick LLP as independent auditors for the
Company's fiscal year ending December 31, 1998. KPMG has audited the accounts of
the Company since 1994. The firm performed audit services in connection with the
examination of the consolidated financial statements of the Company for fiscal
year 1997. In addition, the firm has rendered other services in connection with
various filings with the SEC.
The Board unanimously recommends that shareholders vote "for" the ratification
of the appointment of KPMG Peat Marwick LLP as independent auditors for the
Company.
We look forward to seeing you at the meeting on the 22nd, either live or on the
Web.
