<PAGE>
________________________________________________________________________________
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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
[x] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material under Rule 14a-12
[ ] Confidential, for use of the Commission only (as permitted by Rule
14a-6(e)(2))
DOUBLECLICK INC.
-----------------------------------------
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
-----------------------------------------
(NAME OF PERSON(S) FILING PROXY STATEMENT)
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:
- --------------------------------------------------------------------------------
(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>
DOUBLECLICK INC.
450 WEST 33RD STREET, 16TH FLOOR
NEW YORK, NEW YORK 10001
-------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 26, 2000
-------------------
The Annual Meeting of Stockholders (the 'Annual Meeting') of DoubleClick
Inc., a Delaware corporation (the 'Company'), will be held at: 80 Fifth Avenue,
17th Floor, New York, New York 10011 on May 26, 2000 at 8:30 a.m. (New York
time) for the following purposes, as more fully described in the Proxy Statement
accompanying this notice:
(1) To elect two Directors to serve until the 2003 Annual Meeting of
Stockholders or until their respective successors shall have been duly
elected and qualified;
(2) To ratify the selection of PricewaterhouseCoopers LLP as independent
auditors of the Company for the fiscal year ending December 31, 2000;
and
(3) To transact such other business as may properly come before the Annual
Meeting or any adjournment or postponement of the Annual Meeting.
Only stockholders of record at the close of business on April 4, 2000 will
be entitled to notice of, and to vote at, the Annual Meeting. Our stock transfer
books will remain open between the record date and the date of the Annual
Meeting. A list of stockholders eligible to vote at the Annual Meeting will be
available for inspection at the Annual Meeting and for a period of ten days
prior to the meeting during regular business hours at our corporate headquarters
at the address above.
All stockholders are cordially invited to attend the meeting in person.
Whether or not you expect to attend the Annual Meeting, your vote is important.
To assure your representation at the meeting, please sign and date the enclosed
proxy card and return it promptly in the enclosed envelope, which requires no
additional postage if mailed in the United States or Canada. Should you receive
more than one proxy because your shares are registered in different names and
addresses, each proxy card should be signed and returned to assure that all your
shares will be voted. You may revoke your proxy at any time prior to the Annual
Meeting. If you attend the meeting and vote by ballot, your proxy will be
revoked automatically and only your vote at the Annual Meeting will be counted.
By Order of the Board of Directors
KEVIN J. O'CONNOR
KEVIN J. O'CONNOR
Chief Executive Officer and Chairman
of the Board of Directors
New York, New York
April 19, 2000
IT IS IMPORTANT THAT YOU COMPLETE THE ENCLOSED PROXY CARD AND RETURN IT PROMPTLY
<PAGE>
DOUBLECLICK INC.
-------------------
PROXY STATEMENT FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 26, 2000
-------------------
This Proxy Statement is furnished to stockholders of record of DoubleClick
Inc., a Delaware corporation (the 'Company'), as of April 4, 2000 in connection
with the solicitation of proxies by the Board of Directors of the Company (the
'Board of Directors' or 'Board') for use at the Annual Meeting of Stockholders
to be held on May 26, 2000 at 8:30 a.m. (New York time) or any adjournment of
postponement (the 'Annual Meeting').
Shares cannot be voted at the meeting unless the owner is present in person
or by proxy. All properly executed and unrevoked proxy cards that are received
in time for the meeting will be voted at the Annual Meeting in accordance with
instructions thereon, or if no instructions are given, will be voted, (i) 'FOR'
the election of the named nominees as Directors of the Company and (ii) 'FOR'
the ratification of PricewaterhouseCoopers LLP, independent public accountants,
as our auditors for the fiscal year ending December 31, 2000, and will be voted
in accordance with the best judgment of the persons appointed as proxies with
respect to other matters which properly come before the Annual Meeting. Any
person giving a proxy may revoke it by written notice to us at any time prior to
exercise of the proxy. In addition, although mere attendance at the Annual
Meeting will not revoke the proxy, a stockholder who attends the meeting may
withdraw his or her proxy and vote in person. Abstentions and broker non-votes
will be counted for purposes of determining the presence or absence of a quorum
for the transaction of business at the Annual Meeting. Broker non-votes will not
be included in the vote totals and will not affect the outcome of the votes.
Our Annual Report on Form 10-K (which does not form a part of the proxy
solicitation materials), containing consolidated financial statements for the
fiscal year ended December 31, 1999, is being distributed to stockholders
together with this Proxy Statement.
Our principal executive offices are located at 450 West 33rd Street, 16th
Floor, New York, New York 10001. This Proxy Statement and the accompanying form
of proxy are first being mailed on or about April 26, 2000 to the stockholders
of the Company entitled to vote at the Annual Meeting.
VOTING SECURITIES
Our Common Stock, par value $0.001 per share, is our only class of voting
securities outstanding. Each holder of Common Stock is entitled to one vote for
each share held. In addition, the Company is authorized to issue up to an
aggregate of 5,000,000 shares of preferred stock, par value $0.001 per share
(the 'Preferred Stock'), with such voting rights as may be determined by the
Board of Directors for such series. We do not have current plans to issue any
shares of Preferred Stock. At the Annual Meeting, each stockholder of record at
the close of business on April 4, 2000 will be entitled to one vote for each
share of Common Stock owned on that date as to each matter presented at the
Annual Meeting. On April 4, 2000, there were 122,112,076 shares of Common Stock
outstanding, exclusive of certain additional shares to be issued in connection
with our acquisition of DoubleClick Scandinavia AB, and held by 828 stockholders
of record.
A list of stockholders eligible to vote at the Annual Meeting will be
available for inspection at the Annual Meeting and for a period of ten days
prior to the Annual Meeting during regular business hours at our principal
executive offices.
On December 20, 1999 we declared a 2-for-1 stock split on the Common Stock
in the form of a stock dividend for common stockholders of record as of
December 31, 1999. This dividend was paid after the close of business on
January 10, 2000. All share numbers in this proxy statement reflect this stock
dividend.
<PAGE>
PROPOSAL 1
ELECTION OF DIRECTORS
Unless otherwise directed, the persons appointed in the accompanying form of
proxy intend to vote at the Annual Meeting 'FOR' the election of the nominees
named below as Class III Directors of the Company to serve until the 2003 Annual
Meeting of Stockholders or until their successors are duly elected and
qualified. If any nominee is unable to be a candidate when the election takes
place, the shares represented by valid proxies will be voted in favor of the
remaining nominee. The Board of Directors does not currently anticipate that any
nominee will be unable to be a candidate for election. Each nominee is currently
a Director of the Company.
In accordance with the terms of our Certificate of Incorporation, the Board
of Directors has been divided into three classes, denominated Class I, Class II
and Class III, with members of each class holding office for staggered
three-year terms. At each annual meeting of our stockholders, the successors to
the Directors whose terms expire are elected to serve from the time of their
election and qualification until the third annual meeting of stockholders
following their election or until a successor has been duly elected and
qualified. The affirmative vote of a plurality of the shares of Common Stock
present in person or represented by proxy and entitled to vote on the election
of directors at the Annual Meeting is required to elect the Directors. This
means that the Director nominees with the most affirmative votes for a
particular position is elected for that position. Withheld votes and abstentions
have the effect of a vote 'against' the nominee(s).
The Board of Directors currently has seven members. Messrs. W. Grant Gregory
and Don Peppers are Class III Directors whose terms expire at the Annual Meeting
and each of whom is a nominee for election. Messrs. Kevin J. O'Connor, Mark E.
Nunnelly and Thomas S. Murphy are Class I Directors whose terms expire at the
2001 Annual Meeting (in all cases subject to the election and qualification of
their successors or to their earlier death, resignation or removal). Messrs.
David N. Strohm and Dwight A. Merriman are Class II Directors whose terms expire
at the 2002 Annual Meeting (in all cases subject to the election and
qualification of their successors or to their earlier death, resignation or
removal).
INFORMATION REGARDING THE NOMINEES FOR ELECTION AS DIRECTORS (CLASS III
DIRECTORS)
The following information with respect to the principal occupation or
employment, other affiliations and business experience during the last five
years of the nominees have been furnished to us by the nominees. Each nominee
has had the same principal occupation for the last five years.
W. Grant Gregory, 59, has served as a Director of the Company since its
inception in January 1996. Since 1988, Mr. Gregory has served as Chairman of
Gregory & Hoenemeyer, Inc., a merchant banking firm. Mr. Gregory currently
serves as a director of AMBAC Financial Group, a financial services company,
Inacom Corporation, a technology management services company, Dreamlife.com, an
Internet professional development network, yClip.com, an e-commerce enabled
incentives company, and Class.com, an accredited distance learning Internet
company. In addition, Mr. Gregory serves as the Chief Executive Officer of
zUniversity.com, an online network for higher education.
Don Peppers, 49, has served as a Director of the Company since
January 1998. Since January 1992, Mr. Peppers has served as a partner of Peppers
and Rogers Group, a management consulting firm. He serves on the board of
directors of Modem Media.Poppe Tyson Inc., and serves on the board of advisors
for Internet Capital Group, E.piphany and BroadVision.
THE BOARD RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR THE ELECTION OF W. GRANT
GREGORY AND DON PEPPERS AS CLASS III DIRECTORS UNTIL THE 2003 ANNUAL MEETING OF
STOCKHOLDERS.
INFORMATION REGARDING DIRECTORS WHO ARE NOT NOMINEES FOR ELECTION AT THE ANNUAL
MEETING
The following information with respect to the principal occupation or
employment, other affiliations and business experience during the last five
years of each Director who is not a nominee for election at the Annual Meeting
has been furnished to the Company by the Director. Except as indicated each of
these Directors has had the same principal occupation for the last five years.
2
<PAGE>
CLASS I DIRECTORS (TERMS EXPIRE AT THE 2001 ANNUAL MEETING OF STOCKHOLDERS)
Kevin J. O'Connor, 39, has served as the Chief Executive Officer and
Chairman of the Board of Directors of the Company since its inception in
January 1996. From December 1995 until January 1996, Mr. O'Connor served as
Chief Executive Officer of Internet Advertising Network ('IAN'), an Internet
advertising company which he founded. From September 1994 to December 1995,
Mr. O'Connor served as Director of Digital Research for Digital Communications
Associates, a data communications company (now Attachmate Corporation), and from
April 1992 to September 1994, as its Chief Technical Officer and Vice President,
Research. From its inception in May 1983 until its sale in April 1992,
Mr. O'Connor served as Vice President, Research of Intercomputer Communications
Corp., a software development company. Mr. O'Connor serves as a director of
1-800-flowers.com, an Internet gift company, ISS Group, Inc., an Internet
security development company, and serves as an advisor of Versity.com, an
Internet site for college students, faculty and alumni.
Mark E. Nunnelly, 41, has served as a Director of the Company since
June 1997. Since 1990, Mr. Nunnelly has served as a Managing Director of Bain
Capital, Inc., a venture capital group. Mr. Nunnelly currently serves as a
director of Stream International Inc., a computer software and technical support
company, eCredit.com, an online credit transaction company, ATI, a
telecommunications company, Domino's Pizza, a pizza delivery company, and Dade
International, a health care company.
Thomas S. Murphy, 74, has served as a Director of the Company since
March 1998. From 1966 until 1990, Mr. Murphy served as Chief Executive Officer
and Chairman of the Board of Capital Cities ABC, Inc., a major media company.
From 1990 until 1994, Mr. Murphy relinquished the title of Chief Executive
Officer but resumed this title again from 1994 until 1996. Since February 1996,
Mr. Murphy has been retired. Mr. Murphy currently serves on the Board of
Directors of The Walt Disney Company, a motion picture and television
production, amusement park, land management and consumer products company,
Columbia/HCA Healthcare Corporation, a provider of health care services, and is
the Chairman of the Board of Trustees of Save the Children.
CLASS II DIRECTORS (TERMS EXPIRE AT THE 2002 ANNUAL MEETING OF STOCKHOLDERS)
David N. Strohm, 52, has served as a Director of the Company since June
1997. Since 1980, Mr. Strohm has been an employee of Greylock Management
Corporation, a venture capital group ('Greylock'), and he is a general partner
of several venture capital funds affiliated with Greylock. Mr. Strohm currently
serves as a director of Banyan Switchboard, Inc., a software and computer
peripherals company, Legato Systems, a data storage management software company,
and ISS Group, Inc., an Internet security software company.
Dwight A. Merriman, 31, has served as a Director of the Company since its
inception in January 1996. Mr. Merriman has served as the Company's Chief
Technical Officer since February 1996, and served as its Vice President,
Engineering from January 1996 until February 1996. From December 1990 until
August 1995, Mr. Merriman was a software engineer for Digital Communications
Associates, a data communications company (now Attachmate Corporation).
COMPENSATION OF DIRECTORS
Cash Compensation. Directors do not receive a fee for attending Board of
Directors or committee meetings, but are reimbursed for expenses incurred in
connection with attending these meetings.
Stock Option Grant. Under the Automatic Option Grant Program under the
Company's 1997 Stock Incentive Plan (the 'Plan'), each individual who was
serving as a non-employee member of the Board of Directors on February 19, 1998
(the 'Underwriting Date') was automatically granted a non-statutory option to
purchase 20,000 shares of Common Stock. In addition, each individual who was
first elected or appointed as a non-employee member of the Board of Directors at
any time after the Underwriting Date was automatically granted, on the date of
such initial election or appointment, a non-statutory option to purchase 100,000
shares of Common Stock, provided that individual had not previously been in the
employ of the Company or any parent or subsidiary of the Company. Finally, on
the date of each annual meeting of stockholders, each individual who is to
continue to serve as a member of the Board of Directors, whether or not that
individual is standing for re-election to the Board of Directors at that
3
<PAGE>
particular annual meeting of stockholders, will automatically be granted a
non-statutory option to purchase 20,000 shares of Common Stock, provided such
individual has served as a non-employee member of the Board of Directors for at
least six (6) months. Pursuant to these provisions, each of Messrs. Nunnelly,
Strohm, and Gregory received an option grant on February 20, 1998 to purchase
20,000 shares of Common Stock at an exercise price of $4.25 per share. On May
24, 1999, each of Messrs. Gregory, Murphy, Nunnelly and Strohm was granted an
automatic option to purchase 20,000 shares at an exercise price of $48.94. On
January 12, 1998, Mr. Peppers received an option grant to purchase 100,000
shares of Common Stock at an exercise price of $2.75 per share. On March 26,
1998, Mr. Murphy was granted an option to purchase 100,000 shares of Common
Stock at an exercise price of $7.91 per share. The options granted to
Messrs. Nunnelly, Strohm, and Gregory vested upon the optionee's completion of
one year of service on the Board of Directors, as measured from the grant date.
The options granted to Messrs. Peppers and Murphy vest in successive equal
annual installments over the first four-year period of service on the Board of
Directors. Both the initial and annual option grants will have a term of ten
years, subject to earlier termination following the optionee's cessation of
service on the Board of Directors. Each automatic option will be immediately
exercisable; however, any shares purchased upon exercise of the option will be
subject to repurchase should the optionee's service as a non-employee member of
the Board of Directors cease prior to lapse of such repurchase rights. The
initial grant of 100,000 shares will vest in successive equal annual
installments over the optionee's initial four-year period of service on the
Board of Directors. Each additional 20,000 share grant will vest upon the
optionee's completion of one year of service on the Board of Directors, as
measured from the grant date. However, each outstanding option will immediately
vest upon (i) certain changes in the ownership or control of the Company or
(ii) the death or permanent disability of the optionee while serving on the
Board of Directors.
PROPOSAL 2
RATIFICATION OF SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS
Upon the recommendation of the Audit Committee, the Board of Directors
appointed PricewaterhouseCoopers LLP, independent public accountants, as our
independent accountants to serve for the year ending December 31, 2000, subject
to the ratification of such appointment by the stockholders at the Annual
Meeting. Although stockholder satisfaction with the selection of independent
accountants is not required, the Board of Directors considers it desirable for
the stockholders to vote upon this selection. The affirmative vote of a majority
of shares of Common Stock present in person or by proxy at the Annual Meeting is
required to ratify the selection of independent accountants. Abstentions will be
counted as present and entitled to vote, and will have the effect of a negative
vote with respect to this proposal. If the stockholders do not approve the
selection of PricewaterhouseCoopers LLP as independent auditors, the Audit
Committee will consider the selection of other independent accountants. A
representative of PricewaterhouseCoopers LLP will attend the Annual Meeting with
the opportunity to make a statement if he or she so desires and will also be
available to answer inquiries.
THE BOARD UNANIMOUSLY RECOMMENDS A VOTE FOR THE RATIFICATION AND APPROVAL OF
THE SELECTION OF PRICEWATERHOUSECOOPERS LLP TO SERVE AS DOUBLECLICK'S
INDEPENDENT ACCOUNTANTS FOR THE YEAR ENDING DECEMBER 31, 2000.
4
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information with respect to the beneficial
ownership of our common stock as of March 31, 2000 (1) each person (or group of
affiliated persons) who is known by us to beneficially own five percent or more
of our common stock, (2) each of our directors and 'Named Executive Officers'
and (3) all of our directors and executive officers as a group. Except as
specified below, all persons listed have sole voting and investment power with
respect to their shares and can be reached at our headquarters located at 450
West 33rd Street, New York, New York 10001.
<TABLE>
<CAPTION>
BENEFICIAL
OWNERSHIP(1)
--------------------
SHARES PERCENT
------ -------
<S> <C> <C>
Kevin J. O'Connor(2)........................................ 9,867,375 8.1%
Kevin P. Ryan(3)............................................ 102,625 *
Jeffrey E. Epstein(4)....................................... 17,363 *
Wenda Harris Millard(5)..................................... 95,600 *
Barry M. Salzman(6)......................................... 73,250 *
David N. Strohm(7).......................................... 138,376 *
Mark E. Nunnelly(8)......................................... 181,396 *
W. Grant Gregory(9)......................................... 276,664 *
Don Peppers(10)............................................. 100,910 *
Thomas S. Murphy(11)........................................ 70,000 *
Janus Capital Corporation(11)............................... 12,407,321 10.2
FMR Corp.(13)............................................... 6,846,000 5.6
All directors and executive officers as a group (15
persons)(14).............................................. 15,586,451 12.7
</TABLE>
- ---------
* Less than one percent
(1) Gives effect to the shares of common stock issuable within 60 days of
March 31, 2000 upon the exercise of all options and other rights
beneficially owned by the indicated stockholders on that date. Beneficial
ownership is determined in accordance with the rules of the Securities and
Exchange Commission and includes voting and investment power with respect
to shares. Unless otherwise indicated, the persons named in the table have
sole voting and sole investment control with respect to all shares
beneficially owned. Shares of our common stock beneficially owned are
calculated based on shares of our common stock outstanding as of March 31,
2000.
(2) Includes (i) 1,268,785 shares of common stock issuable upon the exercise of
stock options; (ii) 7,840 shares of common stock held by Nancy O'Connor,
Mr. O'Connor's wife; (iii) 200,000 shares of common stock held by the KN
Trust, of which Nancy O'Connor is a trustee; (iv) 96,618 shares of common
stock held by The Kono 1999 Charitable Remainder Trust, of which
Mr. O'Connor and his wife are the beneficiaries, but Mr. O'Connor's
brother, who does not live with Mr. O'Connor, is the trustee; and
(v) 96,618 shares of common stock held by the Kono 1999 NIM-Charitable
Remainder Unitrust, of which Mr. O'Connor and his wife are the
beneficiaries. Mr. O'Connor's brother, who does not live with
Mr. O'Connor, is the trustee. Mr. O'Connor has not retained investment
control over the shares held by the Kono 1999 trust, and, therefore,
Mr. O'Connor disclaims all beneficial ownership of these shares. Does not
include 1,200,000 shares of common stock issuable upon exercise of stock
options that do not vest within 60 days of March 31, 2000.
(3) Includes 89,625 shares of common stock issuable upon the exercise of stock
options. Does not include 2,400,000 shares of common stock issuable upon
the exercise of stock options that do not vest within 60 days of March 31,
2000.
(4) Consists of 17,363 shares of common stock issuable upon the exercise of
stock options. Does not include 310,000 shares of common stock issuable
upon the exercise of stock options that do not vest within 60 days of
March 31, 2000.
(footnotes continued on next page)
5
<PAGE>
(footnotes continued from previous page)
(5) Consists of 95,600 shares of common stock issuable upon the exercise of
stock options. Does not include 475,000 shares of common stock issuable
upon the exercise of stock options that do not vest within 60 days of March
31, 2000.
(6) Includes 69,750 shares of common stock issuable upon the exercise of stock
options. Does not include 387,500 shares of common stock issuable upon the
exercise of stock options that do not vest within 60 days of March 31,
2000.
(7) Includes 40,000 shares of common stock issuable upon the exercise of stock
options. Does not include 180,000 shares held by the Strohm/Reavis Living
Trust for which Mr. Strohm is trustee.
(8) Includes 20,000 shares of common stock issuable upon the exercise of stock
options.
(9) Includes 40,000 shares of common stock issuable upon the exercise of stock
options.
(10) Includes 95,000 shares of common stock issuable upon the exercise of stock
options. Does not include 50,000 shares of common stock issuable upon the
exercise of stock options that do not vest within 60 days of March 31,
2000.
(11) Consists of 70,000 shares of common stock issuable upon the exercise of
stock options. Does not include 50,000 shares of common stock issuable upon
the exercise of stock options that do not vest within 60 days of March 31,
2000.
(12) This information is derived from a Schedule 13G/A dated March 10, 2000,
filed with the Securities Exchange Commission by Janus Capital Corporation,
Janus Capital Corporation possesses sole dispositive and sole voting power
with respect to all 12,407,321 of these shares. Janus Capital Corporation's
address is 100 Fillmore Street, Denver, Colorado 80206.
(13) This information is derived from a Schedule 13G dated February 11, 2000,
filed with the Securities and Exchange Commission by FMR Corp. FMR
possesses sole dispositive power with respect to all 6,846,000 shares and
sole voting power with respect to 109,300 of these shares. FMR's address is
82 Devonshire Street, Boston, Massachusetts 02109.
(14) Our directors and officers comprising this group include: Kevin J.
O'Connor, Kevin P. Ryan, Dwight A. Merriman, Jeffrey E. Epstein, Stephen R.
Collins, Wenda Harris Millard, Barry M. Salzman, Christopher M. Dice, David
Rosenblatt, David N. Strohm, Mark E. Nunnelly, W. Grant Gregory, Don
Peppers and Thomas S. Murphy. Also includes 82,000 shares of common stock
held by Jonathan Shapiro and 16,160 shares of common stock issuable upon
the exercise of stock options by Mr. Shapiro. Does not include 260,000
shares of common stock issuable upon the exercise of stock options by Mr.
Shapiro that do not vest within 60 days of March 31, 2000.
6
<PAGE>
EXECUTIVE COMPENSATION AND OTHER INFORMATION
Our executive officers and other key employees are as follows:
<TABLE>
<CAPTION>
NAME AGE POSITION
---- --- --------
<S> <C> <C>
Kevin J. O'Connor................ 39 Chief Executive Officer and Chairman of the Board of
Directors
Kevin P. Ryan.................... 36 President and Chief Operating Officer
Dwight A. Merriman............... 31 Chief Technical Officer and Director
Jeffrey E. Epstein............... 43 Executive Vice President
Stephen R. Collins............... 34 Chief Financial Officer
Wenda Harris Millard............. 45 Executive Vice President and General Manager, Media
Barry M. Salzman................. 36 President, International Media
Christopher M. Dice.............. 49 President and Chief Operating Officer, Abacus Direct
David Rosenblatt................. 32 Senior Vice President, Global Technology Solutions
Jonathan D. Shapiro.............. 37 Senior Vice President, of Abacus Online
</TABLE>
INFORMATION CONCERNING EXECUTIVE OFFICERS AND OTHER KEY EMPLOYEES
WHO ARE NOT DIRECTORS
Kevin P. Ryan has served as our Chief Operating Officer since April 1998 and
as President since July 1997. From June 1996 to March 1998, Mr. Ryan served as
our Chief Financial Officer. From January 1994 to June 1996, Mr. Ryan served as
Senior Vice President, Business and Finance for United Media, a licensing and
syndication company representing comics, columnists and wire services to over
2,000 newspapers around the world. From April 1991 to December 1993, Mr. Ryan
served as Senior Manager, Finance for EuroDisney, and from August 1985 to
September 1989, Mr. Ryan was an investment banker for Prudential Investment
Corporation in both the United States and the United Kingdom. Mr. Ryan serves as
a director of hotjobs.com, an Internet-based recruiting solutions company, and
as an advisor of LC39, a start-up incubator fund, and of Doctors Without
Borders, an independent humanitarian medical aid agency.
Jeffrey E. Epstein has served as our Executive Vice President since April
1999, and served as our Chief Financial Officer from March 1998 until April
1999. From May 1997 to February 1998, Mr. Epstein served as Chief Financial
Officer of Trans National Group Inc., a consumer services company. From January
1995 to March 1997, Mr. Epstein served as Senior Vice President of CUC
International Inc., a membership-based consumer services company. From February
1988 to December 1994, Mr. Epstein served as Chief Financial Officer of King
World Productions, Inc., a television production company.
Stephen R. Collins has served as our Chief Financial Officer since April
1999. From November 1998 until April 1999, Mr. Collins served as the Company's
Director of Business Operations, and from January 1997 until November 1998, Mr.
Collins served as the Company's Controller. From October 1992 to January 1997,
Mr. Collins served in a variety of positions for Colgate-Palmolive Company, a
consumer products company, most recently as Associate Financial Director of
Colgate-Palmolive Romania. From July 1988 to October 1992, Mr. Collins was an
auditor for Price Waterhouse LLP (now PricewaterhouseCoopers LLP), an accounting
firm.
Wenda Harris Millard has served as our Executive Vice President and General
Manager, Media, since October 1999 and served as our Executive Vice President,
Marketing and Sales from October 1997 to October 1999, and as our Executive Vice
President, Marketing and Programming from July 1996 to October 1997. From August
1994 to July 1996, Ms. Harris Millard served as President and Group Publisher of
SRDS, a marketing and media information company. From July 1993 to July 1994,
Ms. Harris Millard served as Senior Vice President and Publisher of Family
Circle Magazine. From June 1992 to July 1993, Ms. Harris Millard served as
Senior Vice President and Group Publisher of Adweek Magazines, and from 1987 to
June 1992, Ms. Harris Millard served as Publisher for Adweek Magazine. Ms.
Harris Millard serves as a director of zUniversity and as an advisor of Plum
Holdings, an early-stage investment partnership for high growth media companies.
7
<PAGE>
Barry M. Salzman has served as our President, International Media since
December 1999 and served as our Vice President, International from February 1997
to December 1999. From August 1994 to January 1997, Mr. Salzman served as
President of BMS Associates, Inc., a consulting firm. From June 1993 to July
1994, Mr. Salzman served as an associate for AEA Investors, Inc., a principal
investment firm. From June 1989 to June 1993, Mr. Salzman served as an
Engagement Manager for McKinsey & Company, a management consulting firm.
Christopher M. Dice has served as President and Chief Operating Officer of
our Abacus Direct division since November 1999 and served as President and Chief
Operating Officer of Abacus Direct Corporation from October 1998 until November
1999. Mr. Dice served as President of ImageSoft Technologies, a financial
services image and document management company, from 1995 to 1998. Mr. Dice
served in various positions with First Financial Management Corp. from 1985
through 1995, most recently as Executive Vice President -- Financial Services.
David S. Rosenblatt has served as our Senior Vice President of Global
Technology Solutions since October 1999. Prior to that, Mr. Rosenblatt was Vice
President and General Manager of our Closed-Loop Marketing Solutions, which he
launched in August 1998. Mr. Rosenblatt joined us in 1997 as the Product Manager
of the DART for Publishers service. In 1996, Mr. Rosenblatt was responsible for
Omnipoint Communications' online content products as part of Omnipoint's rollout
of its Personal Cellular Service in the fall of 1996. From 1992 to 1995, Mr.
Rosenblatt served in several positions at S.G. Warburg & Co., where he executed
strategic transactions for clients. Mr. Rosenblatt serves as a director of
Final-Exam.com, an Internet publishing company creating Web-based study guides
for college students.
Jonathan D. Shapiro has served as our Senior Vice President of Abacus Online
since our merger with Abacus in November 1999. Prior to that, Mr. Shapiro served
as our Vice President of Business Development since February 1998. From April
1997 to February 1998, Mr. Shapiro served as an interactive multimedia
specialist for McKinsey & Co. From January 1995 to April 1997, Mr. Shapiro
served as Vice President, Corporate Development of United Media, a newspaper
syndicate and independent licensing company. From October 1992 to January 1995,
Mr. Shapiro served as an associate for McKinsey & Co.
EXECUTIVE COMPENSATION
The following Summary Compensation Table sets forth the compensation
received for the years ended December 31, 1997, 1998 and 1999 by the Company's
Chief Executive Officer and by the other four executive officers who served as
executive officers as of December 31, 1999 and whose salary exceeded $100,000 in
1999 (together, the 'Named Executive Officers'). No individual who would
otherwise have been included in the table resigned during 1999.
8
<PAGE>
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
ANNUAL COMPENSATION(1) AWARDS
----------------------- UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS OPTION COMPENSATION
--------------------------- ---- ------ ----- ------ ------------
<S> <C> <C> <C> <C> <C>
Kevin J. O'Connor .................... 1999 $175,000 $ 43,750 1,202,625 --
Chief Executive Officer 1998 $175,000 $ 70,000 -- --
1997 $126,250 -- -- $ 30,000(2)
Kevin P. Ryan ........................ 1999 $175,000 $ 43,750 1,502,625 --
President and Chief Operating 1998 $175,000 $ 70,000 -- --
Officer 1997 $152,500 -- 880,000 --
Wenda Harris Millard ................. 1999 $180,000 -- 380,000 $229,759(3)
Executive Vice President 1998 $180,000 $ 27,000 -- $ 93,223(3)
1997 $180,000 -- -- --
Jeffrey E. Epstein ................... 1999 $175,000 $ 39,375 82,363 --
Executive Vice President 1998 $175,000 $ 35,438 460,000 $ 35,000(4)
1997 --(5) -- -- --
Barry M. Salzman ..................... 1999 $175,000 $ 87,500 265,250 --
Vice President, International 1998 $150,000 $100,000 -- --
1997 $105,136 -- 400,000 --
</TABLE>
- ---------
(1) In accordance with the rules of the Securities and Exchange Commission,
other compensation in the form of perquisites and other personal benefits
has been omitted for each of the Named Executive Officers because the
aggregate amount of such perquisites and other personal benefits constituted
less than the lesser of $50,000 or 10% of the total of annual salary and
bonuses for each of such Named Executive Officers in 1999.
(2) Consists solely of reimbursement of certain relocation expenses.
(3) Consists solely of sales commissions.
(4) Consists solely of starting bonus and reimbursement of certain relocation
expenses.
(5) Mr. Epstein joined us as an Executive Vice President in April 1998.
OPTION GRANTS IN LAST YEAR
The following table sets forth certain information regarding options granted
to the Named Executive Officers during 1999. The Company has not granted any
stock appreciation rights.
OPTION GRANTS DURING YEAR ENDED DECEMBER 31, 1999
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
----------------------------------------------- POTENTIAL REALIZABLE VALUE
NUMBER OF % OF TOTAL AT ASSUMED ANNUAL RATES
SECURITIES OPTIONS OF STOCK APPRECIATION FOR
UNDERLYING GRANTED TO OPTION TERM(3)
OPTIONS EMPLOYEES EXERCISE EXPIRATION --------------------------
NAME GRANTED(1) IN 1999(2) PRICE DATE 5% 10%
---- ---------- ---------- ----- ---- -- ---
<S> <C> <C> <C> <C> <C> <C>
Kevin J. O'Connor.............. 1,200,000 10.43% $80.03 11/30/09 $60,397,468 $153,059,042
Kevin P. Ryan.................. 1,500,000 13.03 80.03 11/30/09 75,496,835 191,323,802
Wenda Harris Millard........... 100,000 0.87 11.59 1/4/09 729,125 1,847,745
280,000 2.43 80.03 11/30/09 14,092,742 35,713,776
Jeffrey E. Epstein............. 80,000 0.69 80.03 11/30/09 4,026,498 10,203,936
Barry M. Salzman............... 100,000 0.87 11.59 1/4/09 729,125 1,847,745
160,000 2.26 80.03 11/30/09 8,052,996 20,407,872
</TABLE>
- ---------
(1) Each option represents the right to purchase one share of Common Stock. The
options shown in this table become exercisable in four equal annual
installments commencing one year after the date of
(footnotes continued on next page)
9
<PAGE>
(footnotes continued from previous page)
grant. To the extent not already exercisable, certain of these options may
become exercisable in the event of a merger in which the Company is not the
surviving corporation or upon the sale of substantially all of the Company's
assets or a sale of stock by the stockholders.
(2) During 1999, the Company granted employees options to purchase an aggregate
of 11,507,936 shares of Common Stock.
(3) Amounts represent hypothetical gains that could be achieved for the
respective options if exercised at the end of the option term. The 5% and
10% assumed annual rates of compounded stock price appreciation are mandated
by rules of the Commission and do not represent the Company's estimate or
projection of the Company's future Common Stock prices. These amounts
represent certain assumed rates of appreciation in the value of the
Company's Common Stock from the fair market value on the date of grant.
Actual gains, if any, on stock option exercises are dependent on the future
performance of the Common Stock and overall stock market conditions. The
amounts reflected in the table may not necessarily be achieved.
OPTION EXERCISES AND YEAR-END VALUES
The following table sets forth certain information concerning options to
purchase Common Stock exercised by the Named Executive Officers during 1999 and
the number and value of unexercised options held by each of the Named Executive
Officers at December 31, 1999.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS
AT DECEMBER 31, 1999 AT DECEMBER 31, 1999(1)
SHARES --------------------------------- ----------------------------
ACQUIRED ON VALUE
NAME EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- -------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Kevin J. O'Connor.... -- -- 1,266,160 1,200,000 $160,164,418 $ 55,800,000
Kevin P. Ryan........ 253,000 $31,959,431 227,000 2,020,000 28,656,764 135,390,604
Wenda Harris
Millard............ 134,400 17,001,088 105,600 500,000 13,357,998 39,693,293
Jeffrey E. Epstein... 115,000 14,234,844 -- 425,000 -- 46,424,531
Barry M. Salzman..... 92,000 11,604,175 34,500 460,000 4,339,453 44,154,600
</TABLE>
- ---------
(1) These values have been calculated on the basis of the market price on
December 31, 1999 of $126.53 per share, less the applicable exercise price
per share, multiplied by the number of shares underlying such options. All
numbers reflect the most recent stock dividend.
COMMITTEES OF THE BOARD
The Audit Committee of the Board of Directors was established in July 1997
and reviews, acts on and reports to the Board of Directors with respect to
various auditing and accounting matters, including the selection of our
independent accountants, the scope of the annual audit, fees to be paid to the
independent accountants, and the performance of our independent accountants. The
Audit Committee currently consists of Messrs. W. Grant Gregory, Mark E. Nunnelly
and Don Peppers. The Compensation Committee of the Board of Directors was
established in February 1996 to administer our stock option plans and to
administer certain of our other benefit plans. The Compensation Committee also
provides recommendations to the Chief Executive Officer and the Board of
Directors concerning the salaries and incentive compensation of the executive
officers of the Company and our other employees and consultants.
10
<PAGE>
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Messrs. W. Grant Gregory, Thomas S. Murphy and David N. Strohm served as
members of our Compensation Committee during 1999. None of these members has
been an officer or employee of the Company at any time since the Company's
inception. No executive officer of the Company serves as a member of the board
of directors or compensation committee of any entity that has one or more
executive officers serving as a member of the Company's Board of Directors or
Compensation Committee.
ATTENDANCE AT BOARD AND COMMITTEE MEETINGS
During 1999, the Board of Directors held nine meetings and acted four times
by unanimous written consent. The Compensation Committee held five meetings
during 1999 and acted three times by unanimous written consent. The Audit
Committee held three meetings during 1999.
REPORT OF THE COMPENSATION COMMITTEE
OF THE BOARD OF DIRECTORS
The Compensation Committee of the Board of Directors advises the Chief
Executive Officer and the Board of Directors on matters of the Company's
compensation philosophy and the compensation of executive officers and other
individuals compensated by the Company. The Compensation Committee is also
responsible for the administration of the Company's stock option plans under
which option grants and direct stock issuances may be made to executive
officers. The Compensation Committee has reviewed and is in accord with the
compensation paid to executive officers in 1999.
GENERAL COMPENSATION POLICY. The fundamental policy of the Compensation
Committee is to provide our executive officers with competitive compensation
opportunities based upon their contribution to our development and financial
success and their personal performance. It is the Compensation Committee's
objective to have a portion of each executive officer's compensation contingent
upon our performance as well as upon such executive officer's own level of
performance. Accordingly, the compensation package for each executive officer is
comprised of two elements: (i) base salary and (ii) long-term stock-based
incentive awards which strengthen the mutuality of interests between the
executive officers and the Company's stockholders.
FACTORS. The principal factors which the Compensation Committee considered
with respect to each executive officer's compensation package for 1999 are
summarized below. The Compensation Committee may, however, in its discretion
apply entirely different factors in advising the Chief Executive Officer and the
Board of Directors with respect to executive compensation for future years.
Base Salary. The suggested base salary for each executive officer is
determined on the basis of the following factors: experience, personal
performance, the salary levels in effect for comparable positions within and
without our industry and internal base salary comparability considerations. The
weight given to each of these factors differs from individual to individual, as
the Compensation Committee deems appropriate.
Long-Term Incentive Compensation. Long-term incentives are provided through
grants of stock options. The grants are designed to align the interests of each
executive officer with those of the stockholders and provide each individual
with a significant incentive to manage the Company from the perspective of an
owner with an equity stake in the Company. Each option generally becomes
exercisable in installments over a four- or five-year period, contingent upon
the executive officer's continued employment with the Company. Accordingly, the
option grant will provide a return to the executive officer only if the
executive officer remains employed by the Company during the vesting period, and
then only if the market price of the underlying shares appreciates.
The number of shares subject to each option grant is set at a level intended
to create a meaningful opportunity for stock ownership based on the executive
officer's current position with the Company, the base salary associated with
that position, the size of comparable awards made to individuals in similar
positions within the industry, the individual's potential for increased
responsibility and promotion over the option term and the individual's personal
performance in recent periods. The Compensation
11
<PAGE>
Committee also considers the number of unvested options held by the executive
officer in order to maintain an appropriate level of equity incentive for that
individual. However, the Compensation Committee does not adhere to any specific
guidelines as to the relative option holdings of the Company's executive
officers. Stock options to purchase an aggregate of 5,141,096 shares of Common
Stock were granted to executive officers in 1999.
CEO COMPENSATION. The plans and policies discussed above were the basis for
the 1999 compensation of the Company's Chief Executive Officer, Mr. Kevin J.
O'Connor. In advising the Board of Directors with respect to this compensation,
the Compensation Committee seeks to achieve two objectives: (i) establish a
level of base salary competitive with that paid by companies within our industry
which are of comparable size to the Company and by companies outside of our
industry with which the Company competes for executive talent and (ii) make a
significant percentage of the total compensation package contingent upon the
Company's performance and stock price appreciation. In accordance with these
objectives, Mr. O'Connor received a base salary of $175,000 for 1999 and a bonus
of $43,750. The Company granted 1,200,000 stock options to Mr. O'Connor in 1999;
he currently holds a total of 2,468,785 unexercised stock options.
COMPLIANCE WITH INTERNAL REVENUE CODE SECTION 162(m). As a result of Section
162(m) of the Internal Revenue Code, which was enacted into law in 1993, we will
not be allowed a federal income tax deduction for compensation paid to certain
executive officers to the extent that compensation exceeds $1 million per
officer in any one year. This limitation will apply to all compensation paid to
the covered executive officers which is not considered to be performance-based.
Compensation which does qualify as performance-based compensation will not have
to be taken into account for purposes of this limitation. Our Stock Incentive
Plan contains certain provisions which are intended to assure that any
compensation deemed paid in connection with the exercise of stock options
granted under that plan with an exercise price equal to the market price of the
option shares on the grant date will qualify as performance-based compensation.
The Compensation Committee does not expect that the compensation to be paid
to any of the Company's executive officers for 1999 will exceed the $1 million
limit per officer.
THE COMPENSATION COMMITTEE
W. Grant Gregory
Thomas S. Murphy
David N. Strohm
12
<PAGE>
PERFORMANCE GRAPH
Set forth below is a graph comparing the cumulative total stockholder return
of $100 invested in our Common Stock on February 20, 1998 (the day our shares
commenced trading) through December 31, 1999 with the cumulative total return of
$100 invested in the Nasdaq Stock Market (U.S) Index and two Self-Constructed
Peer Group Index calculated similarly for the same period.
[PERFORMANCE GRAPH]
<TABLE>
<CAPTION>
NEW PEER OLD PEER NASDAQ STOCK
DOUBLECLICK INC. GROUP GROUP MARKET(U.S.)
---------------- ----- ----- ------------
<S> <C> <C> <C> <C>
2/20/98............................. $ 100.00 $ 100.00 $100.00 $100.00
12/31/98............................. 148.33 536.33 188.57 128.01
12/31/99............................. 1,687.09 1,123.69 587.02 236.89
</TABLE>
In the proxy statement for the Company's 1999 annual meeting of
stockholders, the Company compared cumulative total stockholder returns on its
common stock against a peer group (the 'Old Peer Group') consisting of the
following companies: 24/7 Media, Inc., Cnet, Inc., Lycos, Inc., InfoSeek Corp.,
NetGravity, Inc. and Sportsline USA, Inc. In October 1999, we merged with
NetGravity, Inc. The Company has included the description of cumulative total
stockholder returns for the Old Peer Group and a new peer group (the 'New Peer
Group') consisting of: America Online, Inc., 24/7 Media, Inc., Cnet, Inc.,
Lycos, Inc. and Yahoo!, Inc. The Company has selected the New Peer Group to
better reflect stockholder returns among peers in our industry.
13
<PAGE>
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires our officers and directors, and
persons who own more than 10% of a registered class of our equity securities, to
file reports of ownership and changes in ownership with the Commission and the
Nasdaq Stock Market. Officers, directors and greater than 10% stockholders are
required by Commission regulations to furnish us with copies of all reports they
file pursuant to Section 16(a).
Based solely on a review of the copies of such reports furnished to us, we
believe that, during 1999, all Section 16(a) filing requirements applicable to
our officers, directors and greater than 10% stockholders were satisfied.
EXPENSES OF SOLICITATION
We bear all expenses incurred in connection with the solicitation of
proxies. We will reimburse brokers, fiduciaries and custodians for their costs
in forwarding proxy materials to beneficial owners of Common Stock held in their
names.
The Company may consider the engagement of a proxy solicitation firm. Our
directors, officers and employees may also solicit proxies by mail, telephone
and personal contact. They will not receive any additional compensation for
these activities.
STOCKHOLDER PROPOSALS
In accordance with regulations issued by the Commission, stockholder
proposals intended for presentation at the 2001 Annual Meeting of Stockholders
must be received by the Secretary of the Company no later than the close of
business on December 10, 2000 if such proposals are to be considered for
inclusion in the Company's Proxy Statement. A proposal, including any
accompanying supporting statement, may not exceed 500 words. In addition, the
proxy solicited by the Board of Directors for the 2001 Annual Meeting of
Stockholders will confer discretionary authority to vote on any stockholder
proposal raised at the 2001 Annual Meeting of Stockholders that is not described
in the 2001 proxy statement unless the Company has received notice of such
proposal on or before the close of business on April 9, 2000. However, if the
Company determines to change the date of the 2001 Annual Meeting of Stockholders
more than 30 days from May 24, 2001, the Company will provide stockholders with
a reasonable time before the Company begins to print and mail its proxy
materials for the 2001 Annual Meeting of Stockholders in order to allow such
stockholders an opportunity to make proposals in accordance with the rules and
regulations of the Commission.
OTHER MATTERS
Management knows of no matters that are to be presented for action at the
Annual Meeting other than those set forth above. If any other matters properly
come before the Annual Meeting, the persons named in the enclosed form of proxy
will vote the shares represented by proxies in accordance with their best
judgment on such matters.
By Order of the Board of Directors
KEVIN J. O'CONNOR
KEVIN J. O'CONNOR
Chief Executive Officer and Chairman
of the Board of Directors
New York, New York
April 19, 2000
14
<PAGE>
FORM OF PROXY
DOUBLECLICK INC.
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS
MAY 26, 2000
(THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF THE COMPANY)
The undersigned stockholder of DoubleClick Inc. hereby appoints Kevin J.
O'Connor and Kevin P. Ryan, and each of them, with full power of substitution,
proxies to vote the shares of stock which the undersigned could vote if
personally present at the Annual Meeting of Stockholders of DoubleClick Inc. to
be held at 80 Fifth Avenue, 17th Floor, New York, New York 10011 on May 26, 2000
at 8:30 a.m. (New York time).
1. ELECTION OF DIRECTORS (for terms as described in the Proxy Statement)
<TABLE>
<S> <C>
[ ] FOR nominees below [ ] WITHHOLD AUTHORITY (except as marked to the to
vote for nominees below contrary)
</TABLE>
NOMINEES: W. Grant Gregory and Don Peppers
INSTRUCTION: To withhold authority to vote for an individual nominee, write
the nominee's name on the space provided below.
_____________________________________________________________________________
2. RATIFICATION OF SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS
[ ] FOR [ ] AGAINST [ ] ABSTAIN
WITH RESPECT TO the proposal to ratify the selection of
PricewaterhouseCoopers LLP, independent public accountants, as auditors of the
Company as described in the Proxy Statement.
(Continued and to be signed on reverse side)
<PAGE>
3. IN THEIR DISCRETION UPON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE
MEETING.
UNLESS OTHERWISE SPECIFIED, THIS PROXY WILL BE VOTED FOR PROPOSALS 1 AND 2.
Please date and sign exactly as your name appears on the envelope in which
this material was mailed. If shares are held jointly, each stockholder should
sign. Executors, administrators, trustees, etc. should use full title and, if
more than one, all should sign. If the stockholder is a corporation, please sign
full corporate name by an authorized officer. If the stockholder is a
partnership, please sign full partnership name by an authorized person.
................................
................................
Name(s) of Stockholder
................................
................................
Signature(s) of Stockholder
Dated:..........................
