<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF
THE SECURITIES EXCHANGE ACT OF 1934
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 Rule 14a-11(c) or Rule 14a-12
GETTY IMAGES, INC.
(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)(1) 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 was calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE> 2
GETTY IMAGES
April 8, 1999
Dear Stockholder:
You are cordially invited to attend the 1999 Annual Meeting of Stockholders
of Getty Images, Inc. ("Getty Images" or the "Company") which will be held at
The Palmer House Hilton, Room: Lasalle 5, 17 Eastman Row, Chicago, IL 60603, on
May 4, 1999, at 2:30 p.m. We hope that you will be able to attend the Annual
Meeting.
Details of the business to be conducted at the Annual Meeting are presented
in the attached Notice of Annual Meeting and Proxy Statement.
At the Annual Meeting, you will be asked to (i) elect two (2) Class II
Directors to serve three-year terms and (ii) ratify the appointment of
PricewaterhouseCoopers as independent auditors for the 1999 fiscal year.
Whether or not you attend the Annual Meeting, it is important that your
shares be represented and voted at the meeting. After reading the enclosed Proxy
Statement, kindly complete, sign, date, and promptly return the enclosed proxy
in the enclosed postage-paid envelope. Returning the Proxy will not preclude you
from voting in person at the meeting should you later decide to attend.
Your management and the Board of Directors unanimously recommend that you
vote FOR all of the nominees for director and FOR the other proposals.
On behalf of the Board of Directors, I would like to express our
appreciation for your continued interest in the affairs of the Company.
Sincerely,
Mark H. Getty
Executive Chairman of the Board of
Directors
<PAGE> 3
GETTY IMAGES
------------------------
NOTICE OF 1999 ANNUAL MEETING OF STOCKHOLDERS
Notice is hereby given that the 1999 Annual Meeting of Stockholders (the
"Annual Meeting") of Getty Images, Inc., a Delaware corporation (the "Company"),
will be held at The Palmer House Hilton, Room: Lasalle 5, 17 Eastman Row,
Chicago, IL 60603 on May 4, 1999 at 2:30 p.m. for the following purposes:
1. To elect two (2) Class II directors to serve three-year terms.
2. To ratify the appointment of PricewaterhouseCoopers as independent
auditors of the Company for the 1999 fiscal year.
3. To transact such other business as may properly come before the Annual
Meeting or any adjournment or postponement thereof.
Only stockholders of record at the close of business on March 19, 1999 are
entitled to notice of, to attend and to vote at the Annual Meeting and any
adjournment or postponement thereof. Additional information regarding the
matters to be acted on at the Annual Meeting can be found in the accompanying
Proxy Statement.
By Order of the Board Of Directors
Heather Redman
Senior Vice President, General Counsel
and Secretary
Seattle, WA
April 8, 1999
YOUR VOTE IS IMPORTANT
WHETHER OR NOT YOU EXPECT TO ATTEND IN PERSON, WE URGE YOU TO COMPLETE, SIGN,
DATE, AND RETURN THE ENCLOSED PROXY AT YOUR EARLIEST CONVENIENCE. THIS WILL
ENSURE THE PRESENCE OF A QUORUM AT THE ANNUAL MEETING. AN ADDRESSED ENVELOPE FOR
WHICH NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES IS ENCLOSED FOR THAT
PURPOSE. SENDING IN YOUR PROXY WILL NOT PREVENT YOU FROM VOTING YOUR STOCK AT
THE ANNUAL MEETING IF YOU DESIRE TO DO SO, AS YOUR PROXY IS REVOCABLE AT YOUR
OPTION.
<PAGE> 4
GETTY IMAGES, INC.
<TABLE>
<S> <C>
101 Bayham
2101 Fourth Avenue, Suite 500 Street
Seattle, WA 98121 London NW1 0AG
</TABLE>
------------------------
PROXY STATEMENT
------------------------
ANNUAL MEETING OF STOCKHOLDERS
MAY 4, 1999
INTRODUCTION
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors (the "Board of Directors") of Getty Images,
Inc., a Delaware corporation ("Getty Images" or the "Company"), from the holders
(the "Stockholders") of the issued and outstanding shares of common stock, par
value $0.01 per share (the "Common Stock"), of the Company, to be exercised at
the 1999 Annual Meeting of Stockholders (the "Annual Meeting") to be held at
2:30 p.m. on May 4, 1999, at The Palmer House Hilton, Room: Lasalle 5, 17
Eastman Row, Chicago, IL 60603, for the purposes set forth in the accompanying
Notice of Annual Meeting of Stockholders.
The purpose of the Annual Meeting is to consider and act upon the following
proposals:
1. To elect two (2) Class II directors to serve three-year terms;
2. To ratify the appointment of PricewaterhouseCoopers as independent
auditors of the Company for the 1999 fiscal year; and
3. To transact such other business as may properly be brought before the
Annual Meeting.
This Proxy Statement, the accompanying Annual Report and the enclosed proxy
card are being mailed to the Stockholders on or about April 8, 1999.
Stockholders of record as of the close of business on March 19, 1999 (the
"Record Date") will be entitled to notice of, to attend and to vote at the
Annual Meeting on the basis of one vote for each share held. At the close of
business on the Record Date, there were 30,735,522 shares of Common Stock
outstanding (the "Outstanding Common Stock").
The presence at the Annual Meeting, in person or by proxy, of Stockholders
entitled to cast a majority of the votes entitled to be cast by all the
Stockholders shall constitute a quorum for the transaction of business at the
Annual Meeting. Abstentions and broker non-votes (i.e., votes not cast by a
broker or other record holder in "street" or nominee name solely because such
record holder does not have discretionary authority to vote on the matter) will
be counted toward the presence of a quorum, but will not be counted for purposes
of determining the number of votes cast and therefore will not have any effect
on the results of the votes on the proposals. The election of directors
(Proposal 1) requires a plurality of the votes cast on the matter at the Annual
Meeting. The ratification of the appointment of PricewaterhouseCoopers as
independent auditors of the Company (Proposal 2) requires the affirmative vote
of Stockholders holding a majority of the outstanding shares of Common Stock
present or represented by proxy at the Annual Meeting and entitled to vote
thereon.
Under the Delaware General Corporation Law ("DGCL"), holders of shares of
Outstanding Common Stock will not be entitled to appraisal rights with respect
to such shares with respect to any of the proposals.
This Proxy Statement is accompanied by a proxy card for use by the
Stockholders. The shares of Common Stock represented by a proxy card properly
executed, duly returned and not subsequently revoked will be voted at the Annual
Meeting as indicated or, if no instructions are given, in favor of all of the
nominees for director and Proposal 2, and otherwise in accordance with the
judgment of the person or persons voting the proxy on any other matter properly
brought before the meeting. The Company does not presently know of any other
business which may come before the Annual Meeting. Any Stockholder executing a
proxy has the right to revoke it at any time before it is exercised by (a)
filing with the Secretary of the Company a duly signed revocation or proxy
bearing a later date or (b) voting in person at the Annual Meeting.
<PAGE> 5
PROPOSAL 1
ELECTION OF DIRECTORS
The Company has a classified Board of Directors, consisting of Class I
Directors, Class II Directors and Class III Directors, the members of which
serve staggered three-year terms. Effective at the time of the Annual Meeting
and until further action of the Board, the Board of Directors has set the number
of members of the Board of Directors at seven, three of which are designated as
Class I directors, two as Class II directors and two as Class III directors. The
Company's Amended and Restated Certificate of Incorporation (the "Certificate of
Incorporation") provides that the term of the Class II directors terminates on
the date of the Annual Meeting. Accordingly, the Stockholders, voting as a
class, have the right to elect two directors to serve until the date of the
annual meeting of Stockholders held in 2002 and until their respective
successors are duly elected and qualified. The terms of the Class III and Class
I directors will terminate on the date of the annual meeting of Stockholders in
the years 2000 and 2001, respectively.
The Board of Directors has nominated Christopher Sporborg and Mark H.
Getty, the Class II director nominees named below, to serve as Class II
directors to hold office until the annual meeting of Stockholders to be held in
2002 and until their respective successors are duly elected and qualified. Mr.
Sporborg is currently a Class II director of the Company. Manny Fernandez, who
has served as a Class II director of the Company since February 1998, has
informed the Company that he will not stand for reelection at this Annual
Meeting. Accordingly, Mr. Getty, who has served as a Class III director of the
Company since February 1998, has informed the Company that he will resign as a
Class III director effective at the time of the Annual Meeting in order to serve
as a Class II director in the seat vacated by Mr. Fernandez. The remaining five
directors named below will continue in office. The Board of Directors does not
anticipate that either of these nominees will be unable or unwilling to serve,
but if either nominee should be unable or unwilling to serve, the proxies will
be voted for the election of such other person designated by the Board of
Directors. Set forth below is a brief description of the background of each
nominee for election as a director and each director continuing in office.
NOMINEES FOR CLASS II DIRECTORS
<TABLE>
<CAPTION>
DIRECTOR
NAME AGE BUSINESS EXPERIENCE DURING PAST FIVE YEARS SINCE
---- --- ------------------------------------------ --------
<S> <C> <C> <C>
Christopher H. Sporborg 59 Mr. Sporborg has been a director since February 1998 1998
(Class II) and served as a director of Getty Communications plc
from May 1996 to February 1998. From its inception
in 1993 until April 1996, he served as a Chairman of
Getty Investment Holdings L.L.C. Mr. Sporborg has
held various positions at Hambros Bank Limited from
1962 to 1998, including Deputy Chairman of Hambros
PLC. Among other positions, Mr. Sporborg is Founder
and Chairman of Hambros Countrywide PLC, Hambros
Insurance Services Group PLC and Atlas Copco PLC;
Deputy Chairman of CE Health PLC; and a director of
Trade Indemnity PLC.
Mark H. Getty 38 Mr. Getty has been Executive Chairman and a director 1998
(Class II) since September 1998 and served as Co-Chairman and
director from February 1998 until September 1998. He
served as Executive Chairman and a director of Getty
Communications plc from April 1996 to February 1998.
From March 1995 to April 1996, Mr. Getty served as
the Joint Chairman of Getty Communications plc. In
1993, Mr. Getty co-founded Getty Investment Holdings
L.L.C. and from 1993 to 1995, together with Mr.
Klein, formulated and implemented its strategy. From
1991 to 1993, Mr. Getty worked at Hambros Bank
Limited. Mr. Getty serves on the board of directors
of The Conservation Corporation and is Chairman of
Getty Investments L.L.C.
</TABLE>
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE
"FOR" THE ELECTION OF ALL OF THE NOMINEES TO THE BOARD OF DIRECTORS LISTED
ABOVE.
2
<PAGE> 6
DIRECTORS CONTINUING IN OFFICE
<TABLE>
<CAPTION>
DIRECTOR
NAME AGE BUSINESS EXPERIENCE DURING PAST FIVE YEARS SINCE
---- --- ------------------------------------------ --------
<S> <C> <C> <C>
James N. Bailey 52 Mr. Bailey has been a director since February 1998 1998
(Class I) and served as a director of Getty Communications plc
from September 1996 to February 1998. Mr. Bailey is
a founder of Cambridge Associates, Inc., an
investment consulting firm, and has served as its
President since its inception in May 1973. He also
serves on the board of The Plymouth Rock Company,
SRB Corporation, Inc., Direct Response Corporation,
Coolidge Investment Company Inc., Homeowners Direct
Company and a number of not-for-profit
organizations, including the New England Aquarium.
Andrew S. Garb 56 Mr. Garb has been a director since February 1998, 1998
(Class I) and served as director of Getty Communications plc
from May 1996 to February 1998. Mr. Garb also has
served as a director of Getty Investments L.L.C. and
its predecessor, Getty Investment Holdings L.L.C.,
since 1993. Mr. Garb is a partner in Loeb & Loeb,
L.L.P., a U.S. based law firm, and was the firm's
Managing Partner from 1986 to 1992.
Anthony Stone 67 Mr. Stone has been a director since February 1998 1998
(Class I) and served as a director of Getty Communications plc
from March 1995 to February 1998. Mr. Stone, the
founder of Tony Stone Images, served as Chairman and
Managing Director of Tony Stone Images from 1969 to
1992. From 1992 until the acquisition of Tony Stone
Images by Getty Communications plc in March 1995, he
served as its Chairman.
Jonathan D. Klein 38 Mr. Klein has been Chief Executive Officer and a 1998
(Class III) director since February 1998 and served as Chief
Executive Officer and a director of Getty
Communications plc from April 1996 to February 1998.
From March 1995 to April 1996, Mr. Klein served as
the Joint Chairman of Getty Communications plc. In
1993, Mr. Klein co-founded Getty Investment Holdings
L.L.C. and from 1993 to 1995, together with Mr.
Getty, formulated and implemented its strategy. From
1983 to 1993, Mr. Klein held various positions at
Hambros Bank Limited and was a director from 1989 to
1998. Mr. Klein serves on the board of Getty
Investments L.L.C. and The Conservation Corporation.
Mark Torrance 52 Mr. Torrance has been non-executive Vice Chairman 1998
(Class III) since September 1998 and a director since February
1998. From February 1998 until September 1998, Mr.
Torrance served as Co-Chairman. Mr. Torrance
co-founded PhotoDisc, Inc. in 1992 and served as its
Chairman of the Board and Chief Executive Officer
from 1992 to February 1998. Prior to founding
PhotoDisc, Inc., Mr. Torrance served as President of
Muzak, Inc. from 1985 to 1987, and as President of
Yesco from 1972 to 1985, both of which are
foreground music distribution companies.
</TABLE>
COMMITTEES AND MEETINGS OF THE BOARD OF DIRECTORS
The Board of Directors held eight meetings during 1998. Each member of the
Board of Directors attended at least 75% of the aggregate number of meetings of
the Board of Directors and the committees of which he was a member during the
last year, except for Mr. Sporborg.
3
<PAGE> 7
The Company has an Audit Committee which consists of Messrs. Bailey, Garb
and Sporborg. The Audit Committee reviews the internal controls of the Company
and reviews the services performed and to be performed by the independent
auditors of the Company during the year. The members of the Audit Committee also
meet regularly with the independent auditors to review the scope and results of
the annual audit. The Audit Committee met twice during 1998.
The Company also has a Compensation Committee which consists of Messrs.
Bailey, Garb and Sporborg. The Compensation Committee reviews the compensation
of the senior officers of the Company, including executive bonus plan
allocations, and is responsible for the administration of the Getty Images, Inc.
1998 Stock Incentive Plan. The Compensation Committee met three times during
1998.
The Company has no nominating committee of the Board of Directors.
COMPENSATION OF DIRECTORS
Members of the Board of Directors did not receive any cash compensation in
connection with their service on the Board of Directors or any committee thereof
during fiscal 1998. Directors are reimbursed for their reasonable out-of-pocket
expenses incurred in connection with attendance at meetings of the Board of
Directors or any committee thereof.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
None of Messrs. Bailey, Garb or Sporborg is an executive officer of an
entity for which an executive officer of the Company during the last fiscal year
served as a member of a compensation committee or director.
BUSINESS EXPERIENCE OF OTHER EXECUTIVE OFFICERS
Set forth below is certain information with respect to other current
executive officers of Getty Images:
<TABLE>
<CAPTION>
NAME AGE BUSINESS EXPERIENCE DURING PAST FIVE YEARS
---- --- ------------------------------------------
<S> <C> <C>
Michel Bernard 62 Mr. Bernard has been Chief Executive Officer, Liaison Agency
Inc. since 1997, following the acquisition of Liaison Agency
by Getty Communications plc. Mr. Bernard founded Liaison
Agency in New York in 1966. From 1966 to 1997, Mr. Bernard
was President of Liaison Agency, and was responsible for the
development of Liaison Agency into one of the leading news
and reportage agencies in North America. Prior to 1966, Mr.
Bernard was the U.S. correspondent for various French
newspapers and broadcasting companies.
Andrew Duncomb 32 Mr. Duncomb has been Managing Director, Tony Stone Images
Rest of World since October 1998 and served as President,
Tony Stone Images/ Hulton Getty Americas from 1997 until
October 1998. Mr. Duncomb joined Tony Stone Images in 1990
and became Vice President of Sales at Tony Stone Images/New
York in 1994 before returning to London in 1995 to manage
Getty Communications plc's network of licensees throughout
Europe, Australia and Japan. In 1996, he was Managing
Director of Getty Communications plc's newly acquired
footage division in North America.
Nicholas Evans-Lombe 32 Mr. Evans-Lombe has been Senior Vice President, Strategy and
Corporate Development since February 1998 and served as the
Director of Strategy and Corporate Development of Getty
Communications plc from 1997 to February 1998. Prior to
joining Getty Communications plc in 1996, Mr. Evans-Lombe
held various positions in the corporate finance division at
Hambros Bank Limited from 1989 to December 1995. At Getty
Communications plc and the Company, he has been involved
with strategy, development and acquisitions.
</TABLE>
4
<PAGE> 8
<TABLE>
<CAPTION>
NAME AGE BUSINESS EXPERIENCE DURING PAST FIVE YEARS
---- --- ------------------------------------------
<S> <C> <C>
John Hallberg 42 Mr. Hallberg has been President, Tony Stone Images North
America since October 1998. From September 1996 to October
1998, Mr. Hallberg served as Senior Vice President of
Worldwide Marketing for Encyclopedia Britannica. From
January 1995 until September 1996, he served as Senior Vice
President of Client Services for Information Resources,
Inc., and from August 1983 until December 1994, he held
various executive positions at General Mills.
Stephen M. Powell 46 Mr. Powell has been Chief Executive Officer, Allsport
Photographic plc since February 1998. Mr. Powell helped
establish Allsport Photographic plc in 1971, which was
acquired by Getty Images in February 1998.
Heather Redman 34 Ms. Redman has been Senior Vice President, General Counsel
and Secretary since February 1998 and served as General
Counsel to PhotoDisc, Inc. from June 1996 to February 1998,
its Vice President from July 1997 to February 1998 and its
Secretary from August 1996 to February 1998. Prior to
joining PhotoDisc, Inc., Ms. Redman was associated with the
law firm of Heller Ehrman White & McAuliffe from November
1991 until June 1996.
Christopher J. 38 Mr. Roling has been Senior Vice President, Finance and Chief
Roling Financial Officer since January 1999. Prior to joining the
Company, Mr. Roling served as Chief Financial Officer of The
Kellogg Company for its Europe, Africa and Middle East
regions from August 1996 to January 1999. From May 1995 to
August 1996, Mr. Roling served as the Vice President,
International Business Development for R.J. Reynolds
International and from 1993 to May 1995 served as the Chief
Financial Officer, Northern Europe of Pepsico International.
Jan Ross 46 Ms. Ross has been Chief Executive Officer, Energy Film
Library since July 1997. Ms. Ross co-founded Energy Film
Library in 1974, serving as its Chief Executive Officer
since 1993, which was acquired by Getty Communications in
1997.
Don Smith 38 Mr. Smith has been Managing Director, Tony Stone
Images/Hulton Getty Worldwide since July 1998 and served as
Senior Vice President, Services since February 1998. Prior
to that, he served as Group Services Director of Getty
Communications plc from February 1997 to February 1998. From
1995 to January 1997, he was Divisional Managing Director of
Wace Corporate Imaging. From 1988 to 1995, Mr. Smith worked
in a number of production roles at RR Donnelley before being
appointed Divisional Director.
Sally von Bargen 50 Ms. von Bargen has been President, PhotoDisc, Inc. since
February 1998 and served as its Senior Vice President of
Sales and Service from March 1997 to February 1998. Ms. von
Bargen served as a director of PhotoDisc, Inc. from 1992 to
August 1996, and as an advisor and consultant to the Chief
Executive Officer and President from September 1995 to March
1997. She was also a senior management consultant with
Satellite Market Resources from September 1992 to November
1996 and a Seattle public school teacher from September 1993
to June 1994.
Warwick Woodhouse 47 Mr. Woodhouse has been Senior Vice President, Planning since
February 1998 and served as Group Planning Director of Getty
Communications plc from October 1996 to February 1998. From
early 1996 until October 1996, Mr. Woodhouse was Executive
Director of Strategic Development of Rennies Travel Pty, a
travel and travel-related services company. During 1995, he
was an Associate Partner at PA Consulting Group, a London-
based international management consulting firm. From 1990 to
1995, Mr. Woodhouse held various executive positions at The
Thomas Cook Group Ltd., a travel and travel-related services
company.
</TABLE>
5
<PAGE> 9
PROPOSAL 2
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
PricewaterhouseCoopers, chartered accountants, served as independent
auditors of the Company for the fiscal year ended December 31, 1998. The Board
of Directors, acting upon the recommendation of the Audit Committee, has
appointed PricewaterhouseCoopers as independent auditors to audit the financial
statements of the Company for the fiscal year ending December 31, 1999 and to
perform other appropriate accounting services. A proposal will be presented at
the Annual Meeting to ratify the appointment of PricewaterhouseCoopers as the
Company's independent auditors. A representative of PricewaterhouseCoopers will
be present at the Annual Meeting and will have the opportunity to make a
statement if the representative so desires and to respond to appropriate
questions from the Stockholders. If the Stockholders do not ratify this
appointment, the Board of Directors will reconsider its appointment.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE
STOCKHOLDERS VOTE "FOR" THE RATIFICATION OF THE APPOINTMENT OF
PRICEWATERHOUSECOOPERS AS INDEPENDENT AUDITORS OF THE COMPANY.
OTHER MATTERS
The Company knows of no other matters to be presented at the Annual Meeting
other than those described in this Proxy Statement. In the event that other
business properly comes before the meeting, the persons named as proxies will
have discretionary authority to vote the shares represented by the accompanying
proxy in accordance with their own judgment.
INFORMATION REGARDING BENEFICIAL OWNERSHIP OF
PRINCIPAL STOCKHOLDERS, DIRECTORS AND MANAGEMENT
The following table sets forth information as of March 1, 1999, with
respect to directors, each executive officer named in the Summary Compensation
Table and each person who is known by the Company to own beneficially more than
5% of the shares of its Common Stock, and with respect to shares of Common Stock
owned beneficially by all directors and executive officers of the Company as a
group:
AMOUNT AND NATURE OF BENEFICIAL OWNERSHIP
<TABLE>
<CAPTION>
NAMES NUMBER OF SHARES(1) PERCENT OF CLASS
----- ------------------- ----------------
<S> <C> <C>
Getty Investments, L.L.C. ......................... 9,255,894(2) 30.16
Mark Torrance...................................... 4,542,535(3) 14.68
PDI, L.L.C. ....................................... 4,259,937(4) 13.88
Wade Ballinger (Torrance).......................... 2,094,231(5) 6.82
Mark H. Getty...................................... 1,478,675(6) 4.69
Jonathan D. Klein.................................. 1,449,575(7) 4.59
Stephen M. Powell.................................. 575,227(8) 1.87
Michel Bernard..................................... 161,964(9) *
Anthony Stone...................................... 130,019 *
Sally von Bargen................................... 83,690(10) *
Andrew S. Garb..................................... 10,000 *
Manny Fernandez.................................... 10,000(11) *
Christopher H. Sporborg............................ 800 *
James N. Bailey.................................... 0 *
All Executive Officers and Directors as a group (21
persons)......................................... 9,861,923(12) 29.67
</TABLE>
- ---------------
* Less than 1%
6
<PAGE> 10
(1) Beneficial ownership represents sole or shared voting and investment power
and is defined by the Securities and Exchange Commission (the "Commission")
to mean generally the power to vote or dispose of securities, regardless of
economic interest. The numbers were calculated pursuant to Rule 13d-3(d) of
the Securities and Exchange Act of 1934, as amended. Under Rule 13d-3(d),
shares not outstanding which are subject to options, warrants, rights or
conversion privileges exercisable within 60 days are deemed outstanding for
the purpose of calculating the number and percentage owned by any other
person listed. Getty Images had 30,694,297 shares of Common Stock
outstanding as of March 1, 1999. To the Company's knowledge, the only
stockholders who beneficially owned more than 5% of the outstanding common
shares as of March 1, 1999, were Mr. Torrance, Ms. Ballinger (Torrance),
PDI, L.L.C. and Getty Investments L.L.C. ("Getty Investments").
(2) Consists of shares beneficially owned or deemed to be owned beneficially by
Getty Investments as follows: 622,602 shares held by the October 1993 Trust
to which Getty investments shares voting and investment power with Mr.
Getty pursuant to the Getty Parties Shareholders' Agreement and 592,602
shares held by Abacus Trust Company (Isle of Man) as Trustees of the J D
Klein Family Settlement ("The Klein Family Trust") as to which Getty
Investments shares voting and investment power with Mr. Klein pursuant to
the Getty Parties Shareholders' Agreement and 8,040,690 shares held
directly by Getty Investments. The address of Getty Investments is 1325
Airmotive Way, Suite 262, Reno, Nevada 89502.
(3) Includes 250,000 shares of Common Stock issuable upon exercise of
outstanding options. Consists of shares beneficially owned or deemed to be
owned beneficially by Mr. Torrance as follows: 4,259,937 held by PDI,
L.L.C., a Washington limited liability company, 2,429,749 shares as to
which Mr. Torrance has sole voting and investment power and 1,830,188 as to
which Mr. Torrance shares voting and investment power with Ms. Ballinger
(Torrance) and the co-trustees of three trusts established for the benefit
of their children, respectively, and 282,598 shares held directly by Mr.
Torrance. Mr. Torrance disclaims beneficial ownership of 1,830,188 shared
held by PDI, L.L.C. attributable to Ms. Ballinger (Torrance) and the three
trusts established for the benefit of the children, as to which Mr.
Torrance has no pecuniary interest. Mr. Torrance's business address is 80
S. Washington Street, Suite 303, Seattle, WA 98104.
(4) PDI, L.L.C. is a Washington limited liability company formed on October 31,
1996 with five members, Mr. Torrance, Ms. Ballinger (Torrance) and three
trusts established for the benefit of their children. Mr. Torrance,
non-executive Vice Chairman of Getty Images, is Manager of PDI, L.L.C. The
address for PDI, L.L.C. is 80 South Washington Street, Suite 303, Seattle,
Washington 98104.
(5) Consists of shares beneficially owned or deemed to be owned beneficially by
Ms. Ballinger (Torrance) as follows: 1,649,587 held by PDI, L.L.C., a
Washington limited liability company as to which Ms. Torrance (Ballinger)
shares voting and investment power with Mr. Torrance and 444,644 held
directly by Ms. Ballinger (Torrance). Ms. Ballinger's (Torrance) address is
The Highlands, Seattle, Washington 98117.
(6) Includes 856,073 shares of Common Stock issuable upon exercise of
outstanding options. Consists of shares beneficially owned or deemed to be
owned beneficially by Mark H. Getty as follows: 622,602 shares held by
October 1993 Trust, as to which Mr. Getty shares voting and investment
power with Getty Investments pursuant to the Getty Parties Shareholders'
Agreement and 856,073 shares held directly by Mr. Getty. Mr. Getty is one
of six directors of Getty Investments.
(7) Includes 856,073 shares of Common Stock issuable upon exercise of
outstanding options. Consists of shares beneficially owned or deemed to be
owned beneficially by Jonathan D. Klein as follows: 592,602 shares held by
The Klein Family Trust as to which Mr. Klein shares voting and investment
power with Getty Investments pursuant to the Getty Parties Shareholders'
Agreement and 856,973 shares held directly by Mr. Klein. Mr. Klein
disclaims beneficial ownership of 900 shares in favor of his children. Mr.
Klein is one of six directors of Getty Investments.
7
<PAGE> 11
(8) Consists of 575,227 shares held by Orbis Management Limited Trust as to
which Mr. Powell has sole voting and investment power. Mr. Powell disclaims
beneficial ownership of 100,000 shares in favor of his two children.
(9) Includes 6,041 shares of Common Stock issuable upon exercise of outstanding
options.
(10) Includes 27,125 shares of Common Stock issuable upon exercise of
outstanding options.
(11) Represents 10,000 shares of Common Stock issuable upon exercise of
outstanding options.
(12) Includes 2,532,212 shares of Common Stock issuable upon exercise of
outstanding options.
EXECUTIVE COMPENSATION
The following table sets forth certain information regarding compensation
paid or earned for all services rendered to Getty Images or Getty Communications
plc ("Getty Communications"), predecessor to Getty Images, in all capacities
during the fiscal years ended December 31, 1998, 1997 and 1996, respectively, by
Getty Images' chief executive officer, the four other most highly compensated
executive officers of Getty Images and additional officers for whom disclosures
would have been provided but for the fact that the individuals were not serving
as executive officers at the end of the last completed fiscal year, whose total
annual salary and bonus exceeded $100,000, based on salary and bonuses earned
during the fiscal years ended December 31, 1998, 1997 and 1996, respectively
(collectively, the "Named Executive Officers"):
SUMMARY COMPENSATION TABLE(1)
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
------------
ANNUAL COMPENSATION SECURITIES
------------------------ UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY(6) BONUS(6)(7) OPTIONS(#) COMPENSATION(8)
--------------------------- ---- --------- ----------- ------------ ---------------
<S> <C> <C> <C> <C> <C>
Jonathan D. Klein.............. 1998 $ 325,000 $195,000 675,000 $ 65,332(9)
Chief Executive Officer 1997 228,831 171,623 -- 16,573
1996 187,206 20,288 923,985 312
Mark H. Getty.................. 1998 275,000 245,000 675,000 55,332(9)
Executive Chairman 1997 228,831 171,623 -- 13,965
1996 187,206 20,288 923,985 312
Mark Torrance(2)............... 1998 264,471 73,333 550,000 1,101,390(10)
Non-Executive Vice Chairman
Stephen M. Powell(3)........... 1998 202,115 79,095(11) 0 33,326(12)
CEO, Allsport Photographic
plc
Michel Bernard(4).............. 1998 225,000 40,000 25,000 43,296(13)
CEO, Liaison Agency Inc. 1997 75,000 0 23,998 26,340(14)
Sally von Bargen(5)............ 1998 187,789 57,000 65,000 7,331(15)
President, PhotoDisc, Inc.
</TABLE>
- ---------------
(1) The cash compensation paid to certain of the Named Executive Officers was
paid in pounds sterling and has been converted into U.S. dollars on an
annual average basis. The exchange rates in U.S. dollars per pound sterling
based on the average of the noon buying rate in the City of New York for
cable transfers in pounds sterling as certified for customs purposes by the
Federal Reserve Bank of New York in effect on each day for the years ended
December 31, 1998, 1997 and 1996 were $1.66, $1.64 and $1.56, respectively.
(2) Mr. Torrance became an executive officer of the Company on February 9, 1998
in connection with the Company's acquisition of PhotoDisc, Inc. Mr.
Torrance's employment with the Company ended on September 25, 1998; he
continues to serve as non-executive Vice Chairman of the Board.
(3) Mr. Powell became an executive officer of the Company on February 10, 1998
in connection with the Company's acquisition of Allsport Photographic plc.
(4) Mr. Bernard became an executive officer of the Company on March 14, 1997 in
connection with the Company's acquisition of Liaison Agency Inc.
8
<PAGE> 12
(5) Ms. von Bargen became an executive officer of the Company on February 9,
1998 in connection with the Company's acquisition of PhotoDisc, Inc.
(6) The salary and bonus information included herein for 1996 and 1997 relates
to salaries and bonuses paid to Messrs. Klein, Getty and Bernard as
employees of Getty Communications plc.
(7) The amounts disclosed in the bonus column were awarded under the Getty
Communications plc Executive Bonus Plan for the years ended December 31,
1996 and December 31, 1997, respectively, and under the Getty Images, Inc.
Executive Bonus Plan for the year ended December 31, 1998.
(8) The amounts disclosed in this column include contributions under the
Company and its subsidiaries 401(k) and other defined contribution plans
and other miscellaneous benefits as described in the footnotes below. For
the years ended December 31, 1996 and December 31, 1997, respectively, the
amounts relate to other compensation received as employees of Getty
Communications plc.
(9) Represents 20% of base salary paid in lieu of an employee benefit plan
contribution and $332 for mobile phone expenses.
(10) Represents $1,090,833 for severance payments (See "Arrangements with Named
Executive Officers -- Separation Agreement with Mark Torrance"), $2,384 for
401(k) contributions, $4,581 for health and life insurance premiums, $1,530
for parking and $2,062 for mobile phone expenses.
(11) Includes a $14,095 bonus payment by Allsport Photographic plc for services
rendered in 1998 from the Allsport bonus scheme.
(12) Represents $20,212 for defined contribution plan contributions, $12,782 for
car payments and $332 for mobile phone expenses.
(13) Represents $2,325 for 401(k) contributions, $23,772 for health, life and
disability insurance premiums, $11,797 for automobile lease and parking
expenses and $5,401 for mobile phone expenses.
(14) Represents $15,321 for health, life and disability insurance premiums,
$7,552 for automobile lease and parking expense and $3,467 for mobile phone
expenses.
(15) Represents $1,610 for 401(k) contributions, $5,692 for health and life
insurance premiums and $30 for mobile phone expenses.
9
<PAGE> 13
OPTION GRANTS IN LAST FISCAL YEAR
The following table sets forth certain information concerning options
granted during 1998 to the Named Executive Officers during fiscal 1998 to
purchase shares of the Company's Common Stock. The Company has no outstanding
stock appreciation rights. In accordance with the rules of the Securities and
Exchange Commission, the table shows the hypothetical "gains" or "option
spreads" that would exist for the respective options based on assumed rates of
annual stock price appreciation of 5% and 10% from the date the options were
granted over the full option term.
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
VALUE AT ASSUMED
ANNUAL RATES OF STOCK
PRICE APPRECIATION FOR
NUMBER OF PERCENT OF TOTAL OPTION TERM(1)
SECURITIES OPTIONS EXERCISE --------------------------
UNDERLYING GRANTED TO PRICE PER EXPIRATION FIVE PERCENT TEN PERCENT
NAME OPTIONS GRANTED(2) EMPLOYEES SHARE DATE 5% 10%
---- ------------------ ---------------- --------- ---------- ------------ -----------
<S> <C> <C> <C> <C> <C> <C>
Jonathan D. Klein..... 575,000 12.85% $20.91 2/9/08 $7,561,357 $19,161,964
100,000 2.24 13.32 11/3/08 837,688 2,122,865
Mark H. Getty......... 575,000 12.85 20.91 2/9/08 7,561,357 19,161,964
100,000 2.24 13.32 11/3/08 837,688 2,122,865
Mark Torrance......... 550,000 12.30 20.91 2/9/08 7,232,603 18,328,835
Stephen M. Powell..... -- -- -- -- -- --
Michel Bernard........ 10,000 0.22 20.91 2/9/08 131,502 333,252
15,000 0.34 14.94 9/8/08 140,935 357,158
Sally von Bargen...... 65,000 1.45 20.91 2/9/08 854,762 2,166,135
</TABLE>
- ---------------
(1) The value is based on the assumption that the price of the Company's Common
Stock appreciates at the rate shown (compounded annually) from the date of
grant to the expiration date. These numbers are presented in accordance with
the requirements of the Securities and Exchange Commission and do not
reflect the Company's estimate of future stock price performance.
(2) These options granted under the Getty Images, Inc. 1998 Stock Incentive Plan
are scheduled to vest over a four-year period, 25% on the first anniversary
from the date of grant and monthly on a pro rata basis thereafter, and were
granted with an exercise price equal to the average of the high and low
prices of the Common Stock of the Company on the date of grant; provided
that grants of 75,000, 75,000 and 50,000 options to Messrs. Klein, Getty and
Torrance, respectively, vest in their entirety on the first anniversary of
their date of grant.
AGGREGATE OPTION EXERCISES IN 1998 AND VALUES AT YEAR-END 1998
The following table sets forth information regarding the number of shares
acquired and value realized for options exercised by the Named Executive
Officers during the year ended December 31, 1998, and the number and aggregate
dollar value of unexercised options held at the end of 1998:
<TABLE>
<CAPTION>
NUMBER OF UNEXERCISED VALUE OF UNEXERCISED
OPTIONS AT IN-THE-MONEY OPTIONS AT
SHARES DECEMBER 31, 1998 DECEMBER 31, 1998(1)
ACQUIRED ON VALUE --------------------------- ---------------------------
EXERCISE REALIZED(2) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
----------- ----------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Jonathan D. Klein.......... -- $ -- 558,241 1,040,744 $2,877,269 $2,271,854
Mark H. Getty.............. -- -- 558,241 1,040,744 2,877,269 2,271,854
Mark Torrance.............. -- -- 190,000 360,000 -- --
Stephen M. Powell.......... -- -- -- -- -- --
Michel Bernard............. 17,991 181,289 2,624 28,373 -- 33,713
Sally von Bargen........... -- -- 8,167 65,000 138,900 --
</TABLE>
- ---------------
(1) Values are calculated for options that are "in-the-money" by subtracting the
exercise price per share of the option from the per share closing price of
Getty Images on December 31, 1998, which was $17.1875.
(2) Value realized is calculated by subtracting the aggregate exercise price of
the options exercised from the aggregate market value of the shares of
Common Stock acquired on the date of exercise.
10
<PAGE> 14
ARRANGEMENTS WITH NAMED EXECUTIVE OFFICERS
The Company has from time to time entered into employment and separation
agreements with certain of its executive officers. The Named Executive Officers
with whom the Company has such agreements, the date of the agreements and a
summary of such agreements are set forth in the following paragraphs.
Employment Agreements with Jonathan D. Klein. As of February 9, 1998 (the
"Effective Date"), the Company entered into employment agreements with Jonathan
D. Klein, pursuant to which Mr. Klein has agreed to serve as the Chief Executive
Officer of Getty Images. One of Mr. Klein's agreements relates to his services
to be performed for Getty Images outside of the United Kingdom and the other
relates to his services to be performed for Getty Images in the United Kingdom.
Each of the employment agreements with Mr. Klein is for a term commencing on
February 9, 1998 and continuing until either party provides the other with at
least twelve months' notice of its intent not to renew the agreement, provided
that neither party may provide the other with a notice of termination prior to
the third anniversary of the Effective Date.
During the term of the agreements, Mr. Klein will receive a base salary of
$325,000 (as may be increased from time to time) and will participate in the
Company's bonus plan pursuant to which he will have the opportunity to earn up
to 60% of his base salary as a bonus in each calendar year during the term. Mr.
Klein's employment agreement also provides him with certain other benefits and
perquisites, such as a supplemental pension program, a company car and
reimbursement of expenses associated therewith, and certain other welfare and
fringe benefits.
In addition, pursuant to his employment agreements, Mr. Klein was granted
an option to purchase 75,000 shares of Common Stock at an exercise price equal
to the fair market value of such stock on the Effective Date, which was $20.91
per share, which option vested in full on February 1, 1999, and an additional
option to purchase 500,000 shares of Common Stock, at an exercise price equal to
$20.91, which option vested as to 25% on February 1, 1999 and the remainder of
which will vest ratably on the first day of each month thereafter over the
following three years.
In the event that Mr. Klein is terminated without "cause" or for
"disability" or resigns for "good reason" (as each such term is defined in his
employment agreement), he will receive (in addition to amounts accrued and
unpaid) a lump sum payment in an amount equal to his base salary, maximum bonus
and supplemental pension contributions for the remainder of the term of the
agreement. In the event of a change in control of Getty Images (as defined in
the Getty Images, Inc. 1998 Stock Incentive Plan (the "Stock Incentive Plan")),
Mr. Klein will have the right to resign his employment and receive a lump sum
payment in an amount equal to his base salary, maximum bonus and supplemental
pension contributions for the remainder of the term of the agreement. In either
of these circumstances, Mr. Klein and his eligible dependents will continue to
participate in the Company's medical benefit plans for the longer of two years
following the termination or resignation, as the case may be, and the remainder
of the term. In the event that any of the payments to be made to Mr. Klein would
constitute "excess parachute payments" within the meaning of Section 280G of the
U.S. Internal Revenue Code of 1986, as amended (the "Code"), the aggregate
amount of his parachute payments will be reduced to $1.00 less than three times
Mr. Klein's "base amount" (as defined under Section 280G of the Code).
Employment Agreement with Mark H. Getty. As of the Effective Date, the
Company entered into an employment agreement with Mark H. Getty, pursuant to
which Mr. Getty has agreed to serve as the Co-Chairman (now serving as Chairman)
of the Board of Directors of Getty Images for a term commencing on February 9,
1998 and continuing until either party provides the other with at least twelve
months' notice of its intent not to renew the agreement, provided that neither
party may provide the other with a notice of termination prior to the third
anniversary of the Effective Date.
During the term of the agreement, Mr. Getty will receive a base salary of
$275,000 (as may be increased from time to time) and will participate in the
Company's bonus plan pursuant to which he will have the opportunity to earn up
to 50% of his base salary as a bonus in each calendar year during the term. Mr.
Getty's employment agreement also provides him with certain other benefits and
perquisites, such as a supplemental
11
<PAGE> 15
pension program, a company car and reimbursement of expenses associated
therewith, and certain other welfare and fringe benefits.
At a Board Meeting held on February 8, 1999, the Board of Directors
approved an amendment to Mr. Getty's employment agreement approving an increase
in salary to $325,000 per year and an increase in his bonus eligibility to 60%
of annual salary, beginning in fiscal year 1999. Further, the Board of Directors
approved a bonus for Mr. Getty for 1998 in the amount of $245,000.
In addition, pursuant to his employment agreement, Mr. Getty was granted an
option to purchase 75,000 shares of Common Stock at an exercise price equal to
the fair market value of such stock on the Effective Date, which was $20.91 per
share, which option vested in full on February 1, 1999, and an additional option
to purchase 500,000 shares of Common Stock, at an exercise price of $20.91 per
share, which option vested as to 25% on February 1, 1999 and the remainder of
which will vest ratably on the first day of each month thereafter over the
following three years.
In the event that Mr. Getty is terminated without "cause" or for
"disability" or resigns for "good reason" (as each such term is defined in his
employment agreement), he will receive (in addition to amounts accrued and
unpaid) a lump sum payment in an amount equal to his base salary, maximum bonus
and supplemental pension contributions for the remainder of the term of the
agreement. In the event of a change in control of Getty Images (as defined in
the Stock Incentive Plan), Mr. Getty will have the right to resign his
employment and receive a lump sum payment in an amount equal to his base salary,
maximum bonus and supplemental pension contributions for the remainder of the
term of the agreement. In either of these circumstances, Mr. Getty and his
eligible dependents will continue to participate in the Company's medical
benefit plans for the longer of two years following the termination or
resignation, as the case may be, and the remainder of the term. In the event
that any of the payments to be made to Mr. Getty would constitute "excess
parachute payments" within the meaning of Section 280G of the Code, the
aggregate amount of his parachute payments will be reduced to $1.00 less than
three times Mr. Getty's "base amount" (as defined under Section 280G of the
Code).
Employment Agreement with Stephen Powell. As of the Effective Date,
Allsport Photographic plc entered into an employment agreement with Stephen
Powell, pursuant to which Mr. Powell has agreed to serve as Chief Executive
Officer of the Allsport Group for a term commencing on the Effective Date and
continuing for an initial period of 24 months and terminable thereafter by
either party by giving to the other at least twelve month's written notice of
its intent not to renew the agreement.
During the term of the agreement, Mr. Powell will receive a base salary of
L120,750 ($200,445 using an assumed exchange rate of $1.66) (as may be increased
from time to time by the Company) and will be entitled to participate in the
Company's bonus plan on such terms as the Company may in its absolute discretion
decide. Mr. Powell's employment agreement also provides him with certain other
benefits and perquisites, such as a supplemental pension program, a company car
and reimbursement of expenses associated therewith, and certain other welfare
and fringe benefits.
Employment Agreement with Michel G. Bernard. As of March 14, 1997, Liaison
Agency Inc. entered into an employment agreement with Michel G. Bernard,
pursuant to which Mr. Bernard has agreed to serve as the Chief Executive Officer
of Liaison Agency Inc. for a term commencing on March 14, 1997 and continuing
for a fixed period of twelve months, and thereafter which may be terminated
following the first anniversary of the date of the Agreement without cause by
giving six months written notice to the other party.
The agreement provides for Mr. Bernard to receive a base salary of $100,000
for the period ended December 31, 1997 and $225,000 per year thereafter and
entitles him to be paid a bonus in accordance with the Company's bonus plan (as
amended from time to time). Mr. Bernard's employment agreement also provides him
with certain other benefits and perquisites, such as a supplemental pension
program, a company car and reimbursement of expenses associated therewith, and
certain other welfare and fringe benefits.
Upon termination, the Company is required to pay Mr. Bernard any salary
earned and unpaid to the date of termination, and any outstanding funds advanced
by the Company to or on behalf of Mr. Bernard become immediately due and
payable.
12
<PAGE> 16
Employment Agreement with Sally von Bargen. As of the Effective Date,
PhotoDisc, Inc. ("PhotoDisc") entered into an employment agreement with Sally
von Bargen, pursuant to which Ms. von Bargen agreed to serve as the Co-President
(presently serving as President) of PhotoDisc for a term commencing on the
Effective Date and continuing until either party provides the other with at
least six months' written notice of its intent not to renew the agreement,
provided that neither party may provide the other with a notice of termination
prior to August 10, 1999.
During the term of the agreement, Ms. von Bargen will receive a base salary
of $190,000 (as may be increased from time to time) and will participate in the
Company's bonus plan pursuant to which she will have the opportunity to earn up
to 30% of her base salary as a bonus in each calendar year during the term. Ms.
von Bargen's employment agreement also provides her with certain other benefits
and perquisites.
In addition, pursuant to her employment agreement, Ms. von Bargen was
granted an option to purchase 65,000 shares of Common Stock at an exercise price
equal to the fair market value of such stock on the Effective Date, which was
$20.91 per share, which option vested as to 25% on February 1, 1999 and the
remainder of which will vest ratably on the first day of each month thereafter
over the following three years.
In the event that Ms. von Bargen is terminated without "cause" or resigns
for "good reason" (as each such term is defined in her employment agreement),
she will receive (in addition to amounts accrued and unpaid) a lump sum payment
in an amount equal to her base salary and accrued bonus up to and including the
date of termination, as well as any unreimbursed expenses. Ms. von Bargen and
her eligible dependents will also continue to participate in the Company's
health and medical benefit plans for the longer of one year following the
involuntary termination or the remainder of the term. In the event of
termination for disability, the Company must provide Ms. von Bargen with six
months' prior written notice, at which time Ms. von Bargen will be entitled to
receive, for the remainder of the term, her salary at the rate in effect prior
to such disability, plus her maximum bonus, less any amounts paid to her under
any disability plan of the Company. Ms. von Bargen and her eligible dependents
will continue to participate in the Company's medical benefit plans for the
remainder of the term. In the event that any of the payments to be made to Ms.
von Bargen would constitute "excess parachute payments" within the meaning of
Section 280G of the Code, the aggregate amount of her parachute payments will be
reduced to $1.00 less than three times Ms. von Bargen's "base amount" (as
defined under Section 280G of the Code).
Separation Agreement with Mark Torrance. As of September 28, 1998, the
Company entered into a separation agreement with Mark Torrance, at which time
Mr. Torrance resigned as an officer and employee of the Company, including his
position as Co-Chairman of the Board of Directors, and was appointed as
non-executive Vice-Chairman of the Board of Directors.
Pursuant to the Separation Agreement, the Company paid to Mr. Torrance in
October 1998 the following: (a) a lump sum of $560,000 as consideration for the
termination of his employment relationship with the Company under the Employment
Agreement, (b) (i) any salary and deferred compensation accrued pursuant to the
Employment Agreement for the period beginning on September 15, 1998 and ending
on the separation date and (ii) a lump sum payment of $73,333.33 representing
the portion of his bonus earned in 1998 through and including the separation
date, (c) a lump sum of $530,833 as consideration for certain covenants and (d)
a lump sum of $70,000 as reimbursement for the costs, fees and expenses (i)
incurred in connection with the merger of PhotoDisc, Inc. and Getty
Communications plc. and still remaining unreimbursed, and (ii) associated with
the termination of his employment and reaching this Agreement.
After the date of separation, Mr. Torrance is entitled to hold and exercise
the stock options granted to him pursuant to the Company's 1998 Stock Incentive
Plan, in accordance with the stock option agreements between Mr. Torrance and
the Company, dated as of February 9, 1998, as if he continues to be an employee
of the Company. The stock option agreement provides that Mr. Torrance may
exercise any vested options until February 1, 2008. In addition, as long as Mr.
Torrance complies with certain restrictions, such options will vest in
accordance with the following schedule: 175,000 options vested on November 1,
1998 and the remaining 375,000 options vest at a rate of 15,000 options per
month thereafter.
13
<PAGE> 17
Until September 27, 2000, Mr. Torrance is eligible to continue to
participate, at the Company's expense, in the health and medical plans of the
Company, and if he so desires, may have the life insurance policy maintained by
the Company assigned and transferred to him.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Stockholders' Agreement. The Company and (i) the Getty Group (as
defined below) and (ii) the Torrance Group (as defined below) have entered into
a Stockholders' Agreement dated as of February 9, 1998 (the "Stockholders'
Agreement"), which, among other things, provides for representation on the
Company's Board of Directors and limits the rights of the parties thereto to
transfer their respective shares of Common Stock. Certain provisions of the
Stockholders' Agreement are described below. The "Getty Group" refers
collectively to Getty Investments L.L.C. ("Getty Investments"), Mr. Mark H.
Getty, Mr. Jonathan D. Klein, Abacus Trust Company (Isle of Man) as Trustees of
the J D Klein Family Settlement, as successor by assignment from Crediton
Limited ("The Klein Family Trust") (an entity of which the sole beneficiary is
Mr. Klein) and the October 1993 Trust (a trust established by Mr. Getty). The
"Torrance Group" refers collectively to PDI, L.L.C., Mr. Mark Torrance, Ms. Wade
Ballinger (Torrance) and certain of their family members. The Getty Group,
together with the Torrance Group are collectively the "Significant
Stockholders".
Pursuant to the Stockholders' Agreement, no Significant Stockholder may
sell, encumber or otherwise transfer such Significant Stockholder's shares of
Common Stock except (i) to a Permitted Transferee (as defined below); (ii)
pursuant to the terms of the Stockholders' Agreements; (iii) subject to the
arrangements within their respective "Group", pursuant to a registered public
offering of shares of Common Stock in which to the knowledge of such significant
stockholder no person or "Group" will purchase more than 5% of the then
outstanding shares of Common Stock; or (iv) subject to any arrangements within
their respective "Group", sales within the Rule 144 volume limitation, or in a
cashless exercise of options. A "Permitted Transferee" is defined generally as
(i) Getty Images or its subsidiaries; (ii) in the case of any Significant
Stockholder who is a natural person, a person to whom shares of Common Stock are
transferred from such Significant Stockholder by gift, will or the laws of
descent and distribution; (iii) any other member of the Getty Group or the
Torrance Group, as the case may be; (iv) any affiliate of any Significant
Stockholder; or (v) with respect to the taking of an encumbrance, any commercial
bank or other financial institution that lends funds to a Significant
Stockholder on condition of taking such encumbrance.
If any Significant Stockholder (a "Prospective Seller") receives from or
negotiates with a person, other than a Permitted Transferee or another
Significant Stockholder (a "Stockholders' Agreement Third Party"), a bona fide
offer to purchase any or all of such Prospective Seller's shares of Common Stock
(the "Offered Stock") and such Prospective Seller intends to sell the Offered
Stock to such Stockholder's Agreement Third Party, the Prospective Seller must
provide written notice (the "Offer Notice") of such offer to Getty Images and
the other Significant Stockholders constituting the Significant Stockholders'
"Group" in which the Prospective Seller does not belong. The Offer Notice will
constitute an offer by such Prospective Seller to sell to the recipients of such
Offer Notice all (but not less than all) of the Offered Stock at the price per
share of Common Stock at which the sale to the Stockholders' Agreement Third
Party is proposed to be made in cash and will be irrevocable for ten days after
receipt of such Offer Notice. The Prospective Seller has the right to reject any
or all of the acceptances of the offer to sell the Offered Stock and sell all,
but not less than all, the Offered Stock to the Stockholders' Agreement Third
Party if (i) the Prospective Seller has not received acceptances as to all the
Offered Stock prior to the expiration of the ten-day period following receipt of
the Offer Notice or (ii) an accepting party fails to consummate the purchase of
the Offered Stock and neither Getty Images nor the other Significant
Stockholders who received the Offer Notice are prepared to purchase such Offered
Stock within five business days of receiving notice of such failed purchase.
Each of the Torrance Group and Getty Group will have the right, subject to
termination conditions, to nominate one director. For so long as the Getty Group
has the right to nominate one director of Getty Images, it shall also have the
right to appoint the Chairman from among the directors of Getty Images, provided
however, that for so long as either Mark Torrance or Mark Getty is a Co-Chairman
of the Board, such rights shall not be in effect.
14
<PAGE> 18
The obligations and rights of the Significant Stockholders relating to the
rights of first refusal and right to nominate one director will terminate when
the Getty Group or the Torrance Group, as the case may be, and any of such
Group's Permitted Transferees, collectively beneficially own fewer than the
greater of (x) 3,000,000 shares of Common Stock and (y) such number of shares of
Common Stock as is equal to two percent or less of the then outstanding shares
of Common Stock.
The Registration Rights Agreements. In connection with the consummation of
the merger of the businesses of Getty Communications and PhotoDisc (the
"Transactions"), Getty Images entered into Registration Rights Agreements, one
with PDI, L.L.C. and Mr. Mark Torrance (the "PDI Shareholders") and a second
with Getty Investments. Pursuant to the terms of the Registration Rights
Agreement between Getty Images and the PDI Shareholders (the "PDI Registration
Rights Agreement"), the PDI Shareholders, subject to the terms and conditions
set forth in the PDI Registration Rights Agreement, may require Getty Images to
file a registration statement with respect to all or a portion of the PDI
Shareholders' shares of Common Stock (a "PDI Demand Right"), subject to certain
limitations that may be imposed by the managing underwriter. The PDI
Shareholders have a total of five Demand Rights, provided that the PDI
Shareholders may not require the Company to file a registration statement on a
"long form" on more than three occasions. In addition to their PDI Demand
Rights, the PDI Shareholders have the right to have any or all of their shares
of Common Stock included in any registration by Getty Images with respect to an
offering of Common Stock (a "PDI Piggy-Back Right"), subject to certain
limitations that may be imposed by the managing underwriter. Both the PDI Demand
Rights and PDI Piggy-Back Rights will terminate on the earlier of (i) the date
that all of the PDI Shareholders' shares of the Common Stock can be sold within
a three-month period under the volume limitation of Rule 144(e) of the
Securities Act or (ii) the 15th anniversary of the date of the PDI Registration
Rights Agreement.
Pursuant to the terms of the Registration Rights Agreement between Getty
Images and Getty Investments (the "Getty Investments Registration Rights
Agreement"), Getty Investments, subject to the terms and conditions set forth in
the Getty Investments Registration Rights Agreement, may require Getty Images to
file a registration statement with respect to all or a portion of Getty
Investments' shares of Common Stock (a "Getty Demand Right"), subject to certain
limitations that may be imposed by the managing underwriter. Getty Investments
has five Getty Demand Rights. In addition to their Getty Demand Rights, Getty
Investments has the right to have any or all of their shares of Common
Stockholder included in any registration by Getty Images with respect to an
offering of Common Stock (a "Getty Piggy-Back Right"), subject to certain
limitations that may be imposed by the managing underwriter. Both the Getty
Demand Rights and the Getty Piggy-Back Rights will terminate on the earlier of
(i) the date that all of the shares of Common Stock held by Getty investments
can be sold within a three-month period under the volume limitation of Rule
144(e) of the Securities Act or (ii) the 15th anniversary of the date of the
Getty Investments Registration Rights Agreement.
In addition to the registration rights described above, upon the
consummation of the Transactions, Getty Images assumed the obligations of Getty
Communications and PhotoDisc with respect to certain demand and piggy-back
registration rights granted by the companies to certain of their respective
shareholders, including, in the case of PhotoDisc, certain registration rights
granted to holders of its Series A Preferred Stock, and, in the case of Getty
Communications, certain registration rights granted to the October 1993 Trust
and The Klein Family Trust, Messrs. Getty and Klein, RIT Capital Partners, Mr.
Stone, Mr. Lawrence Gould and The Schwartzberg Family L.P.
Getty Parties Shareholders' Agreement. Getty Images, Getty Investments, the
October 1993 Trust and The Klein Family Trust have entered into a Shareholders'
Agreement with respect to their ownership of shares of Common Stock (the "Getty
Parties Shareholders' Agreement"). Certain provisions of the Getty Parties
Shareholders' Agreement are described below.
The Getty Parties Shareholders' Agreement provides that all the Common
Stock held by the parties thereto (other than the Company) will be voted as
directed by the board of directors of Getty Investments. Before transferring
such shares (other than certain permitted transfers to affiliates or family
members who, as a condition of such permitted transfer, must agree to be bound
by the terms of the Getty Parties Shareholders'
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Agreement), the parties must first offer such shares to the other parties. The
price at which such shares must be offered is either the price that another
purchaser is willing to pay for such shares or, in the event of a transfer
pursuant to an exercise of registration rights, the average closing market price
of the shares of Common Stock over the preceding ten business days. In the event
that these rights of first refusal are not exercised with respect to all shares
of Common Stock offered for sale, then the rights of first refusal in the
Stockholders' Agreement will apply.
In the Getty Parties Shareholders' Agreement, the October 1993 Trust and
The Klein Family Trust have each agreed to retain at least 311,301 shares of
Common Stock until July 8, 2001 and thereafter to retain at least 155,651 for an
additional two years, provided, however, that the October 1993 Trust and The
Klein Family Trust may sell shares in the event that (i) Mr. Mark Getty (in the
case of the October 1993 Trust) or Mr. Jonathan Klein (in the case of The Klein
Family Trust) ceases to be employed by the Company or any of its subsidiaries,
or (ii) Getty Investments and its members cease at any time to hold at least 7%
of the then outstanding shares of Common Stock. In addition, if Getty
Investments or any of its members sells any shares of Common Stock, the October
1993 Trust and The Klein Family Trust will be permitted to sell the same
proportion of their shares of Common Stock that are subject to this sale
restriction as the number of shares of Common Stock sold by Getty Investments
bears Getty Investments' to its total number of shares of Common Stock. The
Getty Parties Shareholders' Agreement provides that each of the October 1993
Trust and The Klein Family Trust will, in consideration of its participation
under such agreement, receive an annual fee from Getty Investments in 1998 of
L81,051 and L279,757 ($134,545 and $464,397, respectively, using an assumed
exchange rate of $1.66), subject to certain inflation adjustments, and
thereafter an annual fee of L29,283 and L101,445 ($48,610 and $168,399,
respectively, using and assumed exchange rate of $1.66), subject to certain
inflation adjustments, for each of the next four years.
The Getty Parties Shareholders' Agreement also provides that each of the
October 1993 Trust and The Klein Family Trust have the right to nominate a
director to the board of directors of Getty Investments (the "Getty Investments
Board"). Such parties have nominated Mr. Getty and Mr. Klein to the Getty
Investments Board. The October 1993 Trust also has the right to nominate the
chairman of the Getty Investments Board. The October 1993 Trust has appointed
Mr. Getty as Chairman of Getty Investments.
Getty Investments has agreed in the Getty Parties Shareholders' Agreement
that, subject to certain exceptions, it will not operate or own or control any
other business in the visual content industry.
The Getty Parties Shareholders' Agreement expires on July 7, 2003, but may
be terminated early with respect to a party (or its permitted transferees) who
ceases to be a stockholder of Getty Images. The Getty Parties Shareholders'
Agreement terminates for all parties if the parties to the agreement cease to
own beneficially fewer than the greater of (x) 3,000,000 shares of Common Stock
and (y) such number of shares as is equal to two percent or less of the then
outstanding shares of Common Stock.
Getty Investments Company Agreement. Getty Investments is a limited
liability company organized in the State of Delaware and is governed by a
limited liability company agreement among the four various Getty family trusts
(the "Getty Trusts") and Transon Limited (as assignee of 525 Investments
Limited) (the "Getty Investments Company Agreement"). As of March 1, 1999, the
membership interests of the Getty Trusts in Getty Investments were held as to
39.3% by The Cheyne Walk Trust, as to 18.75% by the Ronald Family Trust A, as to
18.75% by the Ronald Family Trust B and as to 12.5% by the Gordon P. Getty
Family Trust. The remaining 10.7% interest was held by Transon Limited. The four
Getty Trusts result from a partition in 1988 of the Sarah C. Getty Trust in
accordance with a 1985 court order. Two of the four trustees of The Cheyne Walk
Trust are also two of the four trustees of the Ronald Family Trust B, two of the
three trustees of the Ronald Family Trust A are also two of the four trustees of
the Ronald Family Trust B. The life income beneficiaries of the four Getty
Trusts referred to above are children of J.P. Getty, and the remainder
beneficiaries are his grandchildren (including Mr. Mark Getty) and other
descendants. Transon Limited is a company owned by Sir Paul Getty, one of the
children of J.P. Getty. Mr. Mark Getty is the son of Sir Paul Getty.
The Getty Investments Company Agreement provides that the Getty Investments
Board consists of six directors. One director is appointed by each of the four
Getty Trusts. In addition, the members of Getty Investments have agreed to
appoint one person nominated by each of the October 1993 Trust and The Klein
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Family Trust. The members also agree to appoint the director nominated by the
October 1993 Trust as the Chairman of the Board of Getty Investments. Mr. Getty
has been appointed a director and chairman by the October 1993 Trust and Mr.
Klein has been appointed a director by The Klein Family Trust. Decisions at
meetings of the Getty Investments Board require the approval (at a meeting or in
writing) of a majority of directors. Of the six members of the Getty Investments
Board, three (Mr. Getty, Mr. Klein and Mr. Garb) are also directors of Getty
Images. There are currently no voting arrangements whereby one member of Getty
Investments can control a majority of the members of the Getty Investments
Board.
Getty Trademarks. Getty Images, directly or through its subsidiaries, has
trademark registrations and applications for the trademarks and trademark
applications in respect of the names Getty Communications and Hulton Getty, and
derivatives thereof (including the name "Getty Images") and the related logos
(together, the "Getty Trademarks"). Getty Images and Getty Investments have
agreed that in the event that Getty Images becomes controlled by a third party
or parties not affiliated with the Getty family, Getty Investments will have the
right to call for an assignment to it, for a nominal sum, of all rights to the
Getty Trademarks. Upon such assignment, Getty Images will have 12 months in
which it will be permitted to continue to use the Getty Trademarks and
thereafter will have to cease such use.
Indemnification. Getty Images has agreed to indemnify Getty Investments and
its members for liabilities arising in connection with the Transactions. In
addition, Getty Images has entered into agreements to indemnify its directors
and certain executive officers, in addition to indemnification provided for in
the Company's Bylaws and Amended and Restated Certificate of Incorporation.
These agreements, among other things, indemnify the Company's directors and
certain executive officers for certain expenses (including attorneys' fees),
judgments, fines and settlement amounts incurred by any such person in any
action or proceeding, including any action by or in the right of the Company,
arising out of such person's services as a director or executive officer of the
Company, any subsidiary of the Company or any other company or enterprise to
which the person provides services at the request of the Company. The Company
believes that these provisions and agreements are necessary to attract and
retain qualified persons as directors and executive officers.
Transactions with Respect to PhotoDisc Common Stock. In 1995, PhotoDisc
issued warrants to purchase 500,880 shares of its Common Stock for $0.1250 per
share and warrants to purchase 91,592 shares of its Common Stock for $0.1575 per
share to Mr. Mark Torrance in consideration for loans to PhotoDisc by Mr.
Torrance, aggregating $174,000 and for Mr. Torrance's guarantee of certain
obligations of PhotoDisc. These warrants were contributed by Mr. Torrance to
PDI, L.L.C. in October 1996. The loans were repaid by PhotoDisc in 1996. PDI,
L.L.C. exercised these warrants on February 9, 1998, immediately prior to the
consummation of the Transactions. Mr. Torrance was a founder, director and chief
executive officer of PhotoDisc and was a director and executive officer of Getty
Images from February 9, 1998 until his resignation on September 28, 1998. He is
currently serving as a non-executive Vice Chairman of the Board of Directors.
Torrance Lease. PhotoDisc and the Marshall Building LLC, an entity of which
Mr. Torrance is the Manager, have entered into a lease under which PhotoDisc
leases the majority of the Marshall Building (46,957 total square feet), of
which 9,568 square feet is occupied by other tenants. This lease has a term of
five years and four months (which may be extended for a further five years at
the option of PhotoDisc) beginning November 1, 1997, provides for rent at the
weighted average rate of $13.47 per square foot per year, which the Company
believes is a fair market rate, and under which Mr. Torrance pays a monthly
service and maintenance fee of $1,375. In addition, PhotoDisc has made certain
improvements to the Marshall Building in the amount of approximately $360,000 as
of December 31, 1998, for which it is being reimbursed by a reduction in monthly
lease payments ratably over the term of the lease. Interest on the outstanding
amount is charged at a rate of 5.77% per annum. PhotoDisc paid an aggregate of
$521,524 to Mr. Torrance for lease payments in 1998.
BOARD COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION FOR 1998
Compensation Committee Governance. The Compensation Committee of Getty
Images was composed in 1998 of Messrs. Bailey, Garb and Sporborg. The
Compensation Committee is responsible for the general
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compensation policies of the Company, and in particular is responsible for
setting and administering the policies that govern senior executive compensation
and administering the Company's equity-based employee compensation benefit
plans. The Compensation Committee evaluates the performance of the Chief
Executive Officer and Executive Chairman and reviews the compensation levels for
all executive officers.
Compensation Policies. The primary objectives of the Company's compensation
policies and programs are (i) to attract and retain key executives, (ii) to
reward performance by the executives which benefits the Stockholders of Getty
Images and (iii) to align the financial interests of the company's executive
officers directly with those of the Stockholders. The primary elements of
executive officer compensation are base salary, annual cash bonuses, and stock
option grants. The salary is based on factors such as related experience, level
of responsibility, and comparison to similar positions in comparable companies.
The annual cash bonuses are based on the Company's performance measured against
attainment of financial and other objectives, and on individual performance.
Stock option grants are intended to align the executive officer's interest with
those of the Stockholders, and are determined based on the executive officer's
level of responsibility, number of options or shares previously granted, and
contributions toward achieving the goals and objectives of the Company. The
compensation paid to Mr. Klein as Chief Executive Officer was determined using
the same criteria described above for executive officers generally. Additional
information on each of these compensation elements follows.
- Salaries. Base salaries for the executive officers are based on
performance of the individual, increases in responsibility and salaries
for similar positions. Comparisons are made to the total compensation
packages of companies in the technology, media and other related
industries that are comparable in size and structure. Base salaries are
generally in the range of median base salaries paid by such comparable
companies to employees having duties and responsibilities similar to
those of the executive officers.
- Executive Bonus Plan. Annual bonuses are awarded on a discretionary basis
and reflect both Company and individual performance. The Compensation
Committee considers numerous qualitative and quantitative factors in
determining these bonus awards, including individual performance,
corporate and segment revenue and profit goals, performance and
compensation levels of comparable companies.
- Option Grants. Stock options are an integral part of executive officers
compensation and are utilized by the Company to provide an incentive to
the officer, and to align the interests of the executive with those of
the Stockholders by providing him with a financial interest in the
Company. In making grants, the Compensation Committee takes into account
the executive officer's contributions to the Company, scope of
responsibilities, salary and the number of options previously granted.
All options granted by Getty Images following the consummation of the
Transactions have been granted under, and governed by, the Stock Incentive Plan,
which was adopted by the Company in connection with the Transactions. Options
granted by the Compensation Committee under the Stock Incentive Plan have been
made at fair market value (based on the average of the high and low prices of
the Company's Common Stock on the date of grant), vest over a period of four
years, 25% on the first anniversary of the grant date and monthly on a pro rata
basis thereafter, and expire after ten years from the date of grant (with the
exception of certain options granted to executive officers upon the consummation
of the Transactions that became fully exercisable upon the first anniversary of
the date of grant).
Section 162(m). The Company did not have the deductibility of any
compensation paid during 1998 disallowed under Section 162(m) of the Code.
COMPENSATION COMMITTEE,
Andrew S. Garb (Chairman)
Christopher H. Sporborg
James N. Bailey
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PERFORMANCE GRAPH
Set forth below is a graph comparing cumulative total stockholder returns
on the Common Stock, the Nasdaq Stock Market Index of U.S. Companies (the
"Nasdaq Market Index") and the S&P Photography/ Imaging Index (the "Image
Index"). The graph assumes that $100 was invested on July 2, 1996 (the date of
Getty Communications' initial public offering) in Getty Images (using Getty
Communications initial offering price of $10.00 per share), and no payment or
reinvestment of dividends, and is rounded to the nearest whole dollar. The stock
price performance on the following graph is not necessarily indicative of future
stock price performance.
LOGO
SECTION 16 BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") requires the Company's directors, executive officers and persons
who own more than 10% of the Common Stock (collectively, "Reporting Persons") to
file with the Securities and Exchange Commission (the "Commission") initial
reports of ownership and changes in ownership of the Common Stock. Reporting
Persons are also required by Commission regulations to furnish the Company with
copies of all Section 16(a) reports they file.
Based solely on its review of copies of such forms received by the Company,
or on written representations from certain reporting persons that no other
reports were required for such persons, the Company believes that during fiscal
year 1998, all Section 16(a) filing requirements were satisfied on a timely
basis, except the number of late reports noted for the following individuals:
Form 4 for Michele Vitucci covering five transactions, Form 4 for Nick
Evans-Lombe covering two transactions, Form 4 for Michel Bernard covering six
transactions, Form 4 for Manny Fernandez covering two transactions, Form 4 for
Don Smith covering one transaction and Form 3 for John Hallberg.
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PROPOSALS OF STOCKHOLDERS
Proposals of Stockholders intended to be presented at the 2000 Annual
Meeting of Stockholders must be received by the Secretary of the Company no
later than March 1, 2000 to be considered for inclusion in the Company's 2000
proxy materials. Such proposals must meet the requirements of the rules of the
Commission.
SOLICITATION OF PROXIES
The expense of preparing, printing and mailing this Proxy Statement will be
paid by the Company. In addition to solicitation by mail, directors, officers
and employees of the Company, without receiving any additional compensation, may
solicit proxies personally or by telephone or facsimile. To assist in the
solicitation process, the Company has engaged Corporate Investor Communications,
Inc. to request brokerage houses, banks and other custodians or nominees holding
stock in their names for others to forward proxy materials to their customers or
principals who are the beneficial owners of shares and will reimburse them for
their expenses in doing so. The Company does not anticipate that the costs and
expenses incurred in connection with this proxy solicitation will exceed those
normally expended for a proxy solicitation for those matters to be voted on in
the Annual Meeting.
The Board of Directors
Seattle, WA
April 8, 1998
A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR FISCAL YEAR ENDED
DECEMBER 31, 1998, CONTAINING INFORMATION ON OPERATIONS, FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION, IS AVAILABLE UPON REQUEST. PLEASE WRITE TO:
INVESTOR RELATIONS DEPARTMENT
GETTY IMAGES, INC.
2101 FOURTH AVENUE, SUITE 500
SEATTLE, WASHINGTON 98121
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1. To elect two (2) Class II directors for three-year terms. [ ]
FOR all nominees listed below [ ]
WITHHOLD authority to vote for all nominees listed below [ ]
*EXCEPTIONS [ ]
Nominees: Christopher Sporborg and Mark H. Getty
(INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, MARK
THE "EXCEPTIONS" BOX AND WRITE THAT NOMINEE'S NAME IN THE SPACE PROVIDED BELOW.)
*Exceptions ___________________________________________________________________
2. To ratify the appointment of PricewaterhouseCoopers as independent auditors
of the Company for the 1999 fiscal year.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
Change of Address and or Comments Mark Here [ ]
This proxy card should be signed by the
stockholder(s) exactly as his or her name(s)
appear(s) hereon, dated and returned
promptly in the enclosed envelope. Persons
signing in a fiduciary capacity should so
indicate. If shares are held by joint
tenants or as community property, both
persons should sign.
Dated: _______________________________,1999
____________________________________________
Signature
____________________________________________
Signature
VOTES MUST BE INDICATED IN BLACK OR
BLUE INK. (X)
PLEASE VOTE, SIGN, DATE AND PROMPTLY RETURN THIS CARD.
================================================================================
GETTY IMAGES, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 4, 1999
The undersigned stockholder of Getty Images, Inc., a Delaware
corporation, hereby acknowledges receipt of the Notice of Annual Meeting of
Stockholders and Proxy Statement with respect to the Annual Meeting of
Stockholders of Getty Images, Inc. to be held at The Palmer House Hilton, Room:
Lasalle 5, 17 Eastman Row, Chicago, IL 60603, on May 4, 1999 at 2:30 p.m., and
hereby appoints Christopher J. Roling and Heather B. Redman, and each of them,
proxies and attorneys-in-fact, each with power of substitution and revocation,
and each with all powers that the undersigned would possess if personally
present, to vote the Getty Images, Inc. Common Stock of the undersigned at such
meeting and any postponements or adjournments of such meeting, as set forth
below, and in their discretion upon any other business that may properly come
before the meeting (and any such postponements or adjournments).
THIS PROXY WILL BE VOTED AS SPECIFIED OR, IF NO CHOICE IS SPECIFIED,
FOR THE ELECTION OF THE NOMINEES, FOR PROPOSALS 1 AND 2 AND AS SAID PROXIES DEEM
ADVISABLE ON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING AND ANY
POSTPONEMENTS OR ADJOURNMENTS THEREOF.
IMPORTANT - TO BE SIGNED AND DATED ON REVERSE SIDE
GETTY IMAGES, INC.
P.O. BOX 11053
NEW YORK, N.Y. 10203-0053
