<PAGE>
===============================================================================
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 Section 240.14a-11(c) or Section 240.14a-12
OMEGA PROTEIN CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
-------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
-------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
-------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-------------------------------------------------------------------------
(5) Total fee paid:
-------------------------------------------------------------------------
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
-------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
-------------------------------------------------------------------------
(3) Filing Party:
-------------------------------------------------------------------------
(4) Date Filed:
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<PAGE>
[LOGO OF OMEGA APPEARS HERE]
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JANUARY 6, 1999
TO THE STOCKHOLDERS OF OMEGA PROTEIN CORPORATION:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Omega
Protein Corporation (the "Company") will be held at the offices of Bloomberg
Financial Markets Commodity News, 499 Park Avenue, New York, New York on
Wednesday, January 6, 1999 at 2:00 p.m. (Eastern Standard Time) for the
following purposes:
1. To elect two Class I directors for terms of three years each and until
their successors are duly elected and qualified;
2. To ratify the appointment of PricewaterhouseCoopers, LLP as
independent certified public accountants for the period from October 1, 1998 to
December 31, 1998, and for the Company's fiscal year ending December 31, 1999;
and
3. To transact such other business as may properly come before the
meeting or any postponements or adjournments thereof.
The Board of Directors has fixed the close of business on December 8, 1998
as the record date for determining the stockholders entitled to notice of, and
to vote at, the meeting and at any postponement or adjournment thereof. A list
of such stockholders will be available during normal business hours at the
offices of the Company for inspection at least ten days prior to the Annual
Meeting.
You are cordially invited to attend this meeting.
By order of the Board of Directors
ERIC T. FUREY
Vice President, General Counsel and Secretary
Houston, Texas
December 21, 1998
<PAGE>
[LOGO OF OMEGA APPEARS HERE]
December 21, 1998
To Our Stockholders:
You are cordially invited to attend the 1999 Annual Meeting of Stockholders
of Omega Protein Corporation, to be held on Wednesday, January 6, 1999, at 2:00
p.m., Eastern Standard Time, at the offices of Bloomberg Financial Markets
Commodity News, 499 Park Avenue, New York, New York. A notice of the meeting,
proxy statement and form of proxy are enclosed with this letter.
At the meeting, we will report on the progress of the Company, comment on
matters of interest and respond to your questions. A copy of the Company's
Annual Report to Stockholders for the fiscal year ended September 30, 1998
accompanies this mailing.
Stockholders can vote their shares by proxy by marking their votes on the
proxy/voting instructions card, or by attending the meeting in person.
IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE MEETING. EVEN IF
YOU PLAN TO ATTEND THE MEETING, WE HOPE THAT YOU WILL READ THE ENCLOSED PROXY
STATEMENT AND THE VOTING INSTRUCTIONS ON THE ENCLOSED PROXY CARD AND THEN VOTE
BY COMPLETING, SIGNING, DATING AND MAILING THE PROXY CARD IN THE ENCLOSED,
POSTAGE PRE-PAID ENVELOPE. You may vote your shares in person if you attend
the Annual Meeting thereby canceling any proxy previously given. If your shares
are not registered in your own name and you would like to attend the meeting,
please ask the broker, trust, bank or other nominee that holds the shares to
provide you with evidence of your share ownership.
We appreciate your continued interest in the Company.
Sincerely,
/s/ ERIC T. FUREY
Eric T. Furey,
Vice President, General Counsel and Secretary
<PAGE>
OMEGA PROTEIN CORPORATION
1717 ST. JAMES PLACE
SUITE 550
HOUSTON, TEXAS 77056
PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
JANUARY 6, 1999
GENERAL INFORMATION
This statement (the "Proxy Statement") is being furnished in connection
with the solicitation of proxies by the Board of Directors of Omega Protein
Corporation ("Omega" or the "Company") for use at the Annual Meeting of
Stockholders of the Company to be held at Bloomberg Financial Markets Commodity
News, 499 Park Avenue, New York, New York on January 6, 1999, at 2:00 p.m.,
Eastern Standard Time, and at any postponement or adjournment thereof (the
"Annual Meeting"). The Annual Meeting is being held for the purposes set forth
in this Proxy Statement. This Proxy Statement and the enclosed form of proxy
(the "Proxy Card") are first being mailed on or about December 21, 1998.
All references herein to fiscal year are to the 12 month period ended on
September 30/th/ of the indicated calendar year.
PROXY CARD
The shares represented by any Proxy Card which is properly executed and
received by the Company prior to or at the Annual Meeting (each, a "Conforming
Proxy") will be voted in accordance with the specifications made thereon.
Conforming Proxies that are properly signed and returned but on which no
specifications have been made by the stockholder will be voted in favor of the
proposals described in the Proxy Statement. The Board of Directors is not aware
of any matters that are expected to come before the Annual Meeting other than
those described in the Proxy Statement. However, if any other matters are
properly brought before the Annual Meeting, the persons named in the Proxy Card
will vote the shares represented by each Conforming Proxy on those matters as
instructed by the Board of Directors, or in the absence of express instructions
from the Board of Directors, in accordance with their own best judgment. A
stockholder who has executed and delivered a Conforming Proxy may revoke that
Conforming Proxy at any time before it is voted by (i) executing a new proxy
with a later date and delivering the new proxy to the Secretary of the Company,
(ii) voting in present at the Annual Meeting, or (iii) giving record of written
notice of the revocation to the Secretary of the Company.
<PAGE>
QUORUM AND OTHER MATTERS
The presence at the Annual Meeting, in person or by proxy, of the holders
of a majority of the outstanding shares of Common Stock is necessary and
sufficient to constitute a quorum. Shares of Common Stock represented by
Conforming Proxies will be counted as present at the Annual Meeting for purposes
of determining a quorum, without regard to whether the proxy is marked as
casting a vote or abstaining. Shares of Common Stock held by nominees that are
voted on at least one matter coming before the Annual Meeting will also be
counted as present for purposes of determining a quorum, even if the beneficial
owner's discretion has been withheld (a "broker non-vote") for voting on some or
all other matters.
Directors will be elected by a favorable vote of a plurality of the shares
of Common Stock present, in person or by proxy, at the Annual Meeting and
entitled to vote. Accordingly, abstentions and broker non-votes will not affect
the outcome of the election of directors.
All other matters to come before the Annual Meeting require the approval of
a majority of the shares of Common Stock present, in person or by proxy, at the
Annual Meeting and entitled to vote. Therefore, abstentions will have the same
effect as votes against the proposals on such matters. Broker non-votes,
however, will be deemed shares not present to vote on such matters, and
therefore will not count as votes for or against the proposals, and will not be
included in calculating the number of votes necessary for approval of such
matters.
SOLICITATION OF PROXIES
This solicitation of proxies is being made by the Board of Directors of the
Company and all expenses of this solicitation will be borne by the Company. The
Company expects to reimburse brokerage houses, banks, and other fiduciaries for
reasonable expenses of forwarding proxy materials to beneficial owners.
VOTING SECURITIES AND SECURITY OWNERSHIP
OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The outstanding voting securities of the Company consist entirely of shares
of common stock, par value $.01 per share (the "Common Stock"). Each share of
Common Stock entitles its owner to one vote upon each matter to come before the
Annual Meeting. Only stockholders of record at the close of business on
December 8, 1998 (the "Record Date") will be entitled to vote at the Annual
Meeting and at any postponement or adjournment thereof. At the close of
business on such date, the Company had outstanding 24,276,812 shares of Common
Stock.
2
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
To the Company's knowledge, the following persons are the only persons who
are beneficial owners of more than five percent of the Company's common stock
based on the number of shares outstanding on December 1, 1998:
<TABLE>
<CAPTION>
NAME AND ADDRESS NUMBER OF SHARES PERCENT OF CLASS (1)
---------------- ----------------- ---------------------
<S> <C> <C>
Zapata Corporation (2) 14,176,000 62.5%
1717 St. James Place, Suite 550
Houston, Texas 77056
Malcolm I. Glazer (2) 15,180,773(3) 62.5%
1482 Ocean Boulevard
Palm Beach, Florida 33480
</TABLE>
- -----------------------
(1) For purposes of computing the percentage of outstanding shares held by each
person or group of persons named above, any security which such person or
persons has the right to acquire within 60 days after December 1, 1998 is
deemed to be outstanding, but is not deemed to be outstanding in computing
the percentage ownership of any other person.
(2) The Glazer Family Limited Partnership, a Nevada limited partnership (the
"Glazer Partnership"), in which Malcolm I. Glazer controls the sole general
and limited partners, reportedly owns beneficially and of record 43.4% of
Zapata Corporation's outstanding common stock. By virtue of such
ownership, the Glazer Partnership may be deemed to control Zapata
Corporation and, therefore, may be deemed to beneficially own Common Stock
of the Company owned by Zapata Corporation. Mr. Malcolm I. Glazer
disclaims beneficial ownership of such shares.
(3) Includes 4,733 shares subject to options exercisable on December 1, 1998 or
within 60 days thereafter.
SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth the number of shares of Common Stock of the
Company and common stock of Zapata Corporation ("Zapata") beneficially owned as
of December 1, 1998 by each of the directors, each of the executive officers,
and by all directors and executive officers as a group. Unless otherwise noted,
each of the named persons and members of the group has sole voting and
investment power with respect to the shares shown.
3
<PAGE>
<TABLE>
<CAPTION>
SHARES OF THE PERCENT OF THE
COMPANY'S COMPANY'S SHARES OF ZAPATA PERCENT OF ZAPATA
NAME OF BENEFICIAL OWNER COMMON STOCK COMMON STOCK (1) COMMON STOCK COMMON STOCK (1)
- ------------------------ --------------- ---------------- ---------------- -----------------
<S> <C> <C> <C> <C>
Malcolm I. Glazer (2) 14,504,733 (4) 59.7% 10,523,717 (5) 43.4%
Joseph L. von Rosenberg III 190,900 (4) * 100 *
Robert W. Stockton 104,833 (4) * -- --
Kelsey D. Short, Jr. 83,633 (4) * -- --
Bernard H. White -- -- -- --
Eric T. Furey 5,386 (4) * 10,000 *
Avram A. Glazer (3) 194,133 (4) * 228,333 (5) *
Gary L. Allee 812 * -- --
William Lands -- -- -- --
All directors and executive 15,084,430 62.1% 10,752,150 43.4%
officers as a group, including
those named above (9 total)
</TABLE>
- ----------------------
* Represents ownership of less than 1.0%.
(1) For purposes of computing the percentage of outstanding shares held by each
person or group of persons named above, any security which such person or
persons has the right to acquire within 60 days after December 1, 1998 is
deemed to be outstanding, but is not deemed to be outstanding in computing
the percentage ownership of any other person.
(2) The Glazer Partnership reportedly owns beneficially and of record 43.4% of
Zapata Corporation's outstanding common stock. By virtue of such
ownership, the Glazer Partnership may be deemed to control Zapata
Corporation and, therefore, may be deemed to beneficially own Common Stock
of the Company owned by Zapata Corporation. Mr. Malcolm I. Glazer
disclaims beneficial ownership of such shares.
(3) Does not include the shares that are held by the Glazer Partnership, with
respect to which Mr. Avram A. Glazer disclaims any beneficial ownership.
(4) Includes 4,733, 189,400, 103,333, 83,333, 5,386, and 189,400 shares of
Omega Common Stock subject to options exercisable on December 1, 1998 or
within 60 days thereafter held by Messrs. M. Glazer, J. von Rosenberg, R.
Stockton, K. Short, E. Furey and A. Glazer, respectively.
(5) Includes 128,333 and 228,333 shares of Zapata common stock subject to
options exercisable on December 1, 1998 or within 60 days thereafter held
by Messrs. M. Glazer and A. Glazer, respectively.
Because Zapata holds more than a majority of the Company's outstanding
Common Stock, Zapata has the power to approve matters submitted for
consideration at the Annual Meeting without regard to the votes of the other
stockholders. The Company understands that Zapata intends to vote
4
<PAGE>
for the election of Management's Nominees for the Board of Directors and for the
ratification of the appointment of PricewaterhouseCoopers, LLP as the Company's
independent auditors. There are no agreements between the Company and Zapata
with respect to the election of directors or the officers of the Company or with
respect to other matters which may come before the Annual Meeting.
PROPOSAL 1
ELECTION OF DIRECTORS
Pursuant to the Company's Articles of Incorporation, the Board of Directors
has fixed the size of the Board at five (5) directors.
The Company's Articles of Incorporation divides the Board of Directors into
three (3) classes designated as Class I, Class II and Class III. Each class of
directors is elected to serve a three-year term. The Board presently consists
of five directors, two in Class I, two in Class II and one in Class III, whose
terms expires at the 1999, 2000 and 2001 Annual Meetings, respectively, and
until their successors are duly elected and qualified.
The Class I directors consist of Gary L. Allee and William Lands, and such
directors' terms expire at the 1999 Annual Meeting, or as soon thereafter as
their successors are elected and qualified. Dr. Allee and Dr. Lands have each
been nominated to serve an additional three-year term as Class I Directors to be
elected by the holders of the Common Stock. Dr. Allee and Dr. Lands have each
consented to be named in this Proxy Statement and to serve as director if
elected.
The Company's Articles of Incorporation provide that the Board of Directors
shall consist of no more non-U.S. citizens than a minority of the number
necessary to constitute a quorum of the Board of Directors.
Proxies representing shares of Common Stock held on the Record Date that
are returned duly executed will be voted, unless otherwise specified, in favor
of the two nominees for Class I directors named below. Both nominees have
consented to serve if elected, but should any nominee be unavailable to serve
(which event is not anticipated) the persons named in the proxy intend to vote
for such substitute nominee as the Board of Directors may recommend. The
nominees shall be elected by a plurality of the votes cast in the election by
the holders of the Common Stock represented and entitled to vote at the Annual
Meeting, assuming the existence of a quorum.
CLASS I NOMINEES - TO SERVE THREE-YEAR TERMS EXPIRING AT THE 2002 ANNUAL
STOCKHOLDERS MEETING
GARY L. ALLEE, age 54, has been a director of the Company since May 15,
1998. Dr. Allee is professor of Swine Nutrition at the University of Missouri.
Dr. Allee has served as President and as a member of the Board of Directors of
the Midwest Section of the American Society of Animal Science. He has B.S. and
M.S. degrees in Animal Husbandry and Swine Nutrition from the University of
Missouri and a Ph.D. from the University of Illinois in Nutritional Sciences.
5
<PAGE>
WILLIAM LANDS, age 68, has been a director of the Company since May 15,
1998. Dr. Lands serves as Senior Scientific Advisor to the Director of the
National Institute on Alcohol Abuse and Alcoholism, a position he assumed after
serving as head of the Department of Biological Chemistry at the University of
Illinois Medical Center. Dr. Lands has a B.S. degree in Chemistry from the
University of Michigan and a Ph.D. in Biological Chemistry from the University
of Illinois.
THE BOARD RECOMMENDS A VOTE FOR THE ELECTION OF EACH CLASS I NOMINEE AS A
DIRECTOR.
CONTINUING DIRECTORS
Biographical and other information with respect to all members of the Board
of Directors whose current terms will continue after the Annual Meeting is set
forth below:
CLASS II DIRECTORS - CURRENT TERMS EXPIRE AT THE 2000 ANNUAL STOCKHOLDERS
MEETING
MALCOLM I. GLAZER, age 68, has been a director of the Company since January
1998. He is also a director and Chairman of the Board of Directors of Zapata,
positions he has held since July 1993 and July 1994, respectively. From August
1994 to March 1995, Mr. Glazer served as President and Chief Executive Officer
of Zapata. For more than the past five years, Mr. Glazer has been a self-
employed private investor, whose diversified portfolio consists of ownership of
the Tampa Bay Buccaneers National Football League franchise and investments in
television broadcasting, restaurants, restaurant equipment, food services
equipment, health care, banking, real estate and stocks. He is also a director
of Specialty Equipment Companies, Inc., a food service equipment manufacturer,
and Viskase Corporation, a food services corporation. Malcolm I. Glazer is the
father of Avram A. Glazer.
AVRAM A. GLAZER, age 37, has been a director of the Company since January
1998. He is also a director and President and Chief Executive Officer of
Zapata, positions which he has held since March 1995, respectively. For more
than the past five years, he has been employed by, and has worked on behalf of,
Malcolm I. Glazer and a number of entities owned and controlled by Malcolm I.
Glazer, including First Allied Corporation. Mr. Glazer served as Vice President
of First Allied Corporation from 1985 through 1995. He also serves as a
director of Specialty Equipment Companies, Inc., a restaurant equipment
manufacturer, and Viskase Corporation, a food packaging company. Avram A. Glazer
is the son of Malcolm I. Glazer.
6
<PAGE>
CLASS III DIRECTOR - CURRENT TERM EXPIRES AT THE 2001 ANNUAL STOCKHOLDERS
MEETING
JOSEPH L. VON ROSENBERG III, age 40, is President and Chief Executive
Officer and a director of the Company. He has served in these positions since
July 1997. Prior to serving in these positions, Mr. von Rosenberg served as the
Executive Vice President of Zapata from November 1995 until April 1998, as
General Counsel and Vice President from August 1994 until April 1998 and as
Corporate Secretary from June 1993 until July 1997. Before joining Zapata in
June 1993, Mr. von Rosenberg served as General Counsel and Corporate Secretary
of The Simmons Group, a company which is engaged in computerized statistical
inventory reconciliation services for owners/operators of underground storage
tanks.
BOARD OF DIRECTORS AND BOARD COMMITTEES
The Company's Board of Directors has five (5) directors and has established
the Audit and Compensation Committees as its standing committees. The Board of
Directors does not have a nominating committee or any committee performing a
similar function.
During fiscal year 1998, the Board of Directors held four (4) meetings and
took action by written consent on three (3) occasions. Also during fiscal year
1998, the Audit Committee and Compensation Committee held one meeting each.
Each director attended at least 75% of the total number of Board of Directors
and Committee meetings held during the fiscal year.
The Audit Committee consists of Dr. Allee and Dr. Lands. The Audit
Committee reviews the adequacy of the Company's internal control systems and
financial reporting procedures, reviews the general scope of the annual audit
and reviews and monitors the performance of non-audit services by the Company's
independent public accountants. The Audit Committee also meets with the
independent auditors and with appropriate financial personnel of the Company
regarding these matters. The Audit Committee recommends to the Company's Board
the appointment of the independent auditors. The independent auditors
periodically meet alone with the Audit Committee and have unrestricted access to
the Audit Committee.
The Compensation Committee consists of Dr. Allee and Dr. Lands. The
Compensation Committee administers management incentive compensation plans and
makes recommendations to the Company's Board with respect to the compensation of
directors and officers of the Company.
EXECUTIVE OFFICERS
The following sets forth certain information with respect to the executive
officers of the Company as of the date of this Proxy Statement. All officers of
the Company serve at the pleasure of the Company's Board of Directors until
their successors are elected and qualified.
7
<PAGE>
<TABLE>
<CAPTION>
NAME AGE POSITION
- ---- --- --------
<S> <C> <C>
Joseph L. von Rosenberg III 40 Chief Executive Officer, President and
Director
Robert W. Stockton 47 Executive Vice President and Chief
Financial Officer
Kelsey D. Short, Jr. 43 Executive Vice President -
Operations and Marketing
Eric T. Furey 36 Vice President, General Counsel and
Corporate Secretary
Bernard H. White 51 Corporate Vice President
</TABLE>
Certain biographical information regarding Mr. von Rosenberg is set forth
above under the caption "Class III Director - Current Term Expires at the 2001
Annual Stockholders Meeting."
ROBERT W. STOCKTON is Executive Vice President and Chief Financial Officer
of the Company. He has served in these positions since July 1997. For the five
years prior to joining the Company, Mr. Stockton was Vice President and Chief
Financial officer of The Simmons Group and also served as Corporate Controller
of Proler International Corp., which is engaged in the business of buying,
processing for recycling, and selling ferrous and non-ferrous metals both
domestically and internationally.
KELSEY D. SHORT, JR. is Executive Vice President--Operations and Marketing
of the Company, a position he has held since December, 1998. From November,
1993 until December, 1998 he was Senior Vice President-Marketing and Product
Development of the Company. From 1985 to 1993, Mr. Short held a variety of
positions in the Company's marketing department, including Regional Sales
Manager, Specialty Meal Manager and Director of Product Development.
ERIC T. FUREY has served as Vice President, General Counsel and Corporate
Secretary of the Company since January 1998. Prior to joining the Company, Mr.
Furey served as Zapata's General Counsel and Corporate Secretary, a position he
held from July 1997 until April 1998. He was engaged in the private practice of
law for more than five years before joining Zapata.
BERNARD H. WHITE was named Corporate Vice President in March 1998. From
1994 to 1998, Mr. White worked as a Public Affairs and Investor Relations
Consultant. Prior to such time, Mr. White served as Vice President--Corporate
Affairs of Zapata Corporation.
8
<PAGE>
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth, for the fiscal year ended September 30,
1998, the compensation paid to the Company's current Chief Executive Officer
and its other four most highly compensated executive officers with annual
compensation in excess of $100,000 for the fiscal year 1998 (the "Named
Executive Officers"). The Company was not, prior to April 1998, a reporting
company pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of
1934.
<TABLE>
<CAPTION>
ANNUAL COMPENSATION
------------------------------------------------------------
ALL OTHER
NAME AND PRINCIPAL POSITION FISCAL YEAR SALARY(1) BONUS(1) COMPENSATION(2)
- ---------------------------------------- ----------- ------------ ------------ ---------------
<S> <C> <C> <C> <C>
Joseph L. von Rosenberg III (3) 1998 $115,000 $336,495 $ 255(5)
President and Chief Executive Officer
Robert W. Stockton 1998 $136,250 $ 60,000 $ 539(5)
Executive Vice President & Chief
Financial Officer
Kelsey D. Short 1998 $122,597 $ 60,000 $ 283(5)
Sr. Vice President - Marketing &
Development
Eric T. Furey (3) 1998 $ 60,000 -- $ 70(5)
Vice President,
General Counsel & Secretary
Clyde R. Gilbert (4) 1998 $105,974 $ 56,000 $45,096(6)
Sr. Vice President -
Operations
</TABLE>
- ------------------------------------
(1) Amounts include salary and bonuses earned, as well as all deferred portions
of salary and bonuses paid on services rendered to the Company during fiscal
year 1998.
(2) Amounts exclude perquisites and other personal benefits because such
compensation did not exceed the lesser of $50,000 or 10% of the total annual
salary reported for each Named Executive Officer.
(3) Amounts reflect compensation for services rendered to the Company from April
1998, subsequent to the Company's initial public offering.
(4) Mr. Gilbert resigned from the Company in August 1998.
(5) Represents insurance premiums paid by the Company on the named executive's
behalf.
(6) Represents $1,077 of insurance premiums paid by the Company on Mr. Gilbert's
behalf and $44,019 in severance payments paid by the Company to Mr. Gilbert
following his departure from the Company in August 1998 pursuant to the
terms of his employment agreement.
9
<PAGE>
OPTION GRANTS IN LAST FISCAL YEAR
The following table provides information regarding options to acquire Common
Stock of Omega granted to the Named Executive Officers during fiscal year 1998.
Zapata did not grant in fiscal year 1998 any stock options to the Named
Executive Officers
<TABLE>
POTENTIALLY REALIZABLE
PERCENT OF VALUE AT ASSUMED
NUMBER OF TOTAL ANNUAL RATE OF STOCK
SECURITIES OPTIONS PRICE APPRECIATION
UNDERLYING GRANTED TO OF OPTION TERM (3)
OPTIONS EMPLOYEES IN EXERCISE PRICE EXPIRATION ------------------------------
NAME GRANTED (1) (2) FISCAL YEAR ($/SHARE) DATE 5% 10%
- ---- -------------- ------------ -------------- ---------- ------------ -----------
<S> <C> <C> <C> <C> <C> <C>
Joseph L. von
Rosenberg III 568,200 100% 12.75 1/26/08 $11,800,609 $18,790,497
Robert W. Stockton 310,000 100% 12.75 1/26/08 $ 6,438,206 $10,251,767
Kelsey L. Short 250,000 100% 12.75 1/26/08 $ 5,192,102 $ 8,267,554
Eric T. Furey 116,160 100% 12.75 1/26/08 $ 2,412,458 $ 3,841,436
Clyde R. Gilbert 200,000 (4) 100% 12.75 1/26/08 $ 4,153,681 $ 6,614,043
</TABLE>
- -----------------
(1) These are options to acquire shares of Common Stock granted under the
Company's 1998 Long-Term Incentive Plan.
(2) All options vest and are exercisable in one-third increments on each of the
first, second and third years, respectively, after the date of grant. The
exercise price of all options is the fair market value of the Company's
Common Stock at the time of grant.
(3) These amounts represent assumed rates of appreciation for the market value
of the Company's stock from the date of grant until the end of the option
period at rates arbitrarily set by the Securities and Exchange Commission.
They are not intended to forecast possible future appreciation in the
Company's stock and any actual gains on exercise of options are dependent
on the future performance of the Company's stock.
(4) Pursuant to the terms of Mr. Gilbert's employment agreement, all of such
options vested upon his departure from the Company in August 1998.
10
<PAGE>
AGGREGATED OPTION EXERCISES AND FISCAL YEAR-END OPTION VALUES
The following table shows the stock option exercises by the Named Executive
Officers during fiscal year 1998. In addition, this table includes the number of
exercisable and unexercisable stock options held by each of the Named Executive
Officers as of September 30, 1998. Omega has not granted any stock appreciation
rights or restricted stock.
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES
UNDERLYING
UNEXERCISED
OPTIONS VALUE OF UNEXERCISED
AT FISCAL IN-THE-MONEY(1)(2)
YEAR OPTIONS AT
SHARES END FISCAL YEAR END
ACQUIRED VALUE EXERCISABLE/ EXERCISABLE/
NAME TITLE OF CLASS ON EXERCISE REALIZED(1) UNEXERCISABLE UNEXERCISABLE
- ---- -------------- ------------ ------------- -------------- ----------------
<S> <C> <C> <C> <C> <C>
Joseph L. von Omega -- -- 0/568,200 --
Rosenberg III Common Stock
Zapata 350,000(4) $3,706,932 0/0 --
Common Stock
Robert W. Stockton Omega -- -- 0/310,000 --
Common Stock
Zapata -- -- -- --
Common Stock
Kelsey D. Short Omega -- -- 0/250,000 --
Common Stock
Zapata -- -- -- --
Common Stock
Eric T. Furey Omega -- -- 0/116,160 --
Common Stock
Zapata 132,500(4) $1,312,057 10,000/0 $50,625/0(3)
Common Stock
Clyde R. Gilbert Omega -- -- 200,000/0 --
Common Stock
Zapata -- -- -- --
Common Stock
</TABLE>
- ----------------------
(1) "In-the-Money" options are options which had an exercise price less than
market price of Common Stock at September 30, 1998.
(2) All Omega options held by the named executives have an exercise price of
$12.75 per share. The closing price of a share of Omega Common Stock on
September 30, 1998 was $5.56 per share as reported by the New York Stock
Exchange - Composite Transactions, and therefore such options were not in-
the-money on such date.
(3) Assuming a price of $9.6875 per share, the closing price of a share of
Zapata common stock reported by the New York Stock Exchange - Composite
Transactions on September 30, 1998.
(4) These were shares subject to options granted to Mr. von Rosenberg and Mr.
Furey during their employment by, and for services rendered to, Zapata but
which were exercised after their resignation from Zapata.
11
<PAGE>
EMPLOYMENT AGREEMENTS
In fiscal year 1998, the Company entered into an employment agreement with
Joseph L. von Rosenberg III to be the Company's President and Chief Executive
Officer (the "Agreement"). Under the Agreement, the Company has agreed to pay
Mr. von Rosenberg an annual salary of $230,000. Mr. von Rosenberg is also
entitled to receive an annual bonus equal to 1.5% of the increase, if any, in
the Company's earnings before income taxes, depreciation and amortization over
the prior fiscal year. During fiscal year 1998, this resulted in a bonus to Mr.
von Rosenberg of $336,495. Under the Agreement, Mr. von Rosenberg's base salary
is subject to review at least annually, provided that it may not be decreased
without his consent. Mr. von Rosenberg is entitled under the Agreement to a
severance payment equal to 2.99 times his annual base salary in effect
immediately preceding the event of termination of his employment with the
Company (i) by him for Good Reason (as defined in the Agreement), (ii) by the
Company without Cause (as defined in the Agreement) or (iii) following any
Change in the Control of the Company (as defined in the Agreement). The
Agreement is for a rolling three (3) year term.
In fiscal year 1998, the Company also entered into employment agreements
with Messrs. Stockton, Short, Furey and Gilbert (individually an "Executive"),
in which the Company agreed to provide for base salaries which are subject to
review at least annually, provided that they may not be decreased without the
Executive's consent. The initial base salaries under the agreements are as
follows: Mr. Stockton -- $155,000; Mr. Short -- $132,500; Mr. Gilbert --
$132,500; and Mr. Furey --$120,000. The employment agreements provide for a
severance payment equal to 2.99 times the Executive's annual base salary in
effect immediately preceding the event of termination of his employment with the
Company (i) by the Executive for Good Reason (as defined in the respective
employment agreement) (ii) by the Company without Cause (as defined in the
respective employment agreement) or (iii) following any Change in Control of the
Company (as defined in the respective employment agreement). The agreements
provide for rolling three (3) year terms.
RETIREMENT PLANS
The Company maintains a defined benefit plan for its employees (the
"Pension Plan"). The table below shows the estimated annual benefits payable on
retirement under the Pension Plan to persons in the specified compensation and
years of service classifications. The retirement benefits shown are based upon
retirement at age 65 and the payments of a single-life annuity to the employee
(although a participant can select other methods of calculating benefits) to be
received under the Company's Pension Plan using current average Social Security
wage base amounts and are not subject to any deduction for Social Security or
other offset amounts. These amounts include Salary and Bonus as set forth in
the Summary Compensation Table. A participant's benefit is based on the average
monthly earnings for the consecutive five year period during which the
participant had his or her highest level of earnings. With certain exceptions,
the Internal Revenue Code of 1986, as amended (the "Code"), restricts to an
aggregate amount of $120,000 (subject to cost of living adjustments) the annual
pension that may be paid by an employer from a plan which is qualified
12
<PAGE>
under the Code. The Code also limits the covered compensation which may be used
to determine benefits to $160,000.
RETIREMENT BENEFITS
<TABLE>
<CAPTION>
COVERED COMPENSATION (1) YEARS OF SERVICE
- -----------------------------------------------------------------------------
15 20 25 30 35
------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
$125,000 $18,207 $24,277 $30,346 $36,415 $42,484
150,000 22,332 29,777 37,221 44,665 52,109
175,000 22,332 29,777 37,221 44,665 52,109
200,000 22,332 29,777 37,221 44,665 52,109
225,000 22,332 29,777 37,221 44,665 52,109
250,000 22,332 29,777 37,221 44,665 52,109
300,000 22,332 29,777 37,221 44,665 52,109
400,000 22,332 29,777 37,221 44,665 52,109
450,000 22,332 29,777 37,221 44,665 52,109
500,000 22,332 29,777 37,221 44,665 52,109
</TABLE>
___________________
(1) Represents the highest average annual earnings during five consecutive
calendar years of service.
As of September 30, 1998, the approximate years of credited service
(rounded to the nearest whole year) under the Pension Plan for the Named
Executive Officers were as follows: Mr. von Rosenberg - 5; Mr. Stockton - 1; Mr.
Short - 13; Mr. Furey - 1; and Mr. Gilbert - 8.
COMPENSATION OF DIRECTORS
Directors who are employees of the Company are not paid any fees or
additional compensation for services rendered as members of the Board of
Directors or any committee thereof. Directors who are not employees of the
Company receive a fee of $20,000 annually, plus $2,000 annually for each
committee on which the Director serves.
Pursuant to the Company's 1998 Directors Option Plan, upon joining the
Board, each director, other than the initial Chairman of the Board, is granted
options to purchase 14,200 shares of Common Stock at fair market value on the
date of grant. Pursuant to such plan, the initial Chairman of the Board, upon
being elected, received options to purchase 568,200 shares of Common Stock at
fair market value on the date of the grant ($12.75 per share). All options
granted under the Directors Option Plan generally vest ratably over a three (3)
year period commencing on the date of grant.
COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors (the "Committee") is
composed of Dr. Gary L. Allee and Dr. William Lands, each of whom is a non-
employee director of the Company.
13
<PAGE>
The Committee reviews and approves executive compensation, establishes
target profit goals, makes grants of long-term incentives, and determines the
compensation to be paid to the Chief Executive Officer and each of the other
officers of the Company. The goal of the executive compensation program is to
reward executives for their performance and enhancement of stockholder value.
The Company's executive compensation program is designed to attract and
retain executives who are key to the long-term success of the Company and align
compensation with the attainment of the Company's business goals and the
increase of share value. The Company uses the same philosophy as the Committee
in establishing compensation for employees other than officers.
Executive compensation consists of (i) salary, (ii) annual performance
incentives, and (iii) long-term incentives. The Committee reviews executive
compensation annually and makes appropriate adjustments based on (i) Company
performance, (ii) achievement of predetermined goals, and (iii) changes in an
executive's duties and responsibilities.
Salary. The Committee desires that overall compensation reflect the
performance of each individual executive over time. Base salaries are set at
levels subjectively determined by the Committee to adequately reward and retain
capable executives, including the President and Chief Executive Officer. The
Committee considers the importance of and skills required in a particular
executive position in establishing salary.
At the beginning of each fiscal year, the Committee reviews and establishes
the annual salary of each officer, including the Chief Executive Officer. The
Committee makes an independent, subjective determination of the appropriate
level of each officer's salary to determine such amount or if a salary has been
fixed by contract which limits decreases, to determine the amount of the
increase, if any. The Committee does not use any mechanical formulations or
weighting of any of the factors considered.
Annual Performance Incentives. The Company has established an annual bonus
plan for employees that is based on the attainment by the Company of targeted
financial performance, including increases in earnings (before depreciation,
interest, and amortization) and return on invested capital. These are set at
the beginning of each fiscal year. Under the bonus plan, a maximum bonus is
established for each executive officer, which may equal up to a maximum of 150%
of an executive's salary depending on the position of the executive and the
achievement of certain profit goals set by the Committee.
Long Term Incentives. In an effort to properly align the long-term
interests of the Company's management and stockholders, the Committee may make
awards under the Company's 1998 Long-Term Incentive Plan (the "1998 Plan"),
which was approved by the Company's full board prior to the Company's initial
public offering. Under the 1998 Plan, the Committee may award non-qualified or
incentive stock options, stock appreciation rights, restricted stock or cash
awards. The
14
<PAGE>
Committee believes that the 1998 Plan enables the Company to attract and retain
the highest quality managers. Under the 1998 Plan, the Committee is responsible
for establishing who receives awards, the terms of the awards, requisite
conditions and the size of the awards. Awards to any recipient are made by a
subjective determination by the Committee, which considers the person's past
performance and current responsibilities, as well as the amount of awards
previously made to that person.
CEO Compensation. Mr. von Rosenberg was elected President and Chief
Executive Officer in July of 1997 and in April 1998 his salary was established
at $230,000 to reflect his duties. In January 1998, the Compensation Committee
of Zapata awarded Mr. von Rosenberg options to purchase up to 568,200 shares of
Common Stock at a price equal to the fair market value of the stock on the date
of each of the option grants. The options do not begin to vest until the first
anniversary of the grant date, and vest in one-third increments annually
thereafter. The option grants were made to Mr. von Rosenberg to provide a
strong incentive for him to increase the value of the Company during his
employment.
In fiscal year 1998, the Company entered into employment agreements with
Mr. von Rosenberg and certain other executive officers of the Company which are
described in the section entitled "Employment Agreements with Officers."
Section 162(m) of the Internal Revenue Code of 1986 places a limit of
$1,000,000 on the amount of compensation that may be deducted by the Company in
any one fiscal year with respect to the Chief Executive Officer and the other
four most highly compensated individuals who are executive officers as of the
end of the fiscal year. This deduction limitation, however, does not apply to
certain "performance based" compensation. The Committee intends to generally
design and implement compensation plans that qualify for full deductibility in
accordance with Section 162(m). The Company, however, may from time to time pay
other compensation to its executive officers that may not be deductible.
Respectfully Submitted,
Gary L. Allee
William Lands
COMPENSATION COMMITTEE INTERLOCKS
AND INSIDER PARTICIPATION
Until December 1, 1998, the Compensation Committee consisted of Malcolm
Glazer, Avram Glazer and Joseph L. von Rosenberg III. Mr. von Rosenberg is the
Chief Executive Officer and President of the Company and Messrs. Malcolm I.
Glazer and Avram A. Glazer are directors of Zapata, which is the Company's
majority stockholder. Since December 1, 1998 the Compensation Committee has
consisted of Dr. Allee and Dr. Lands.
15
<PAGE>
STOCK PERFORMANCE GRAPH
The following performance graph compares the Company's cumulative total
stockholder return on its Common Stock with the cumulative total return on (i)
the Russell 2000 Index and (ii) a peer group stock index (the "Peer Group
Index") which consists of four publicly traded companies in the same industry or
line-of-business as the Company. The cumulative total return computations set
forth in the Performance Graph assume the investment of $100 in the Company's
Common Stock, the Russell 2000 Index and the Peer Group Index on April 2, 1998.
The companies that comprise the Peer Group Index are: Agribrands
International, Inc., Archer-Daniels-Midland Inc., Tyson Foods, Inc. and ConAgra,
Inc.
COMPARISON OF 6 MONTH CUMULATIVE TOTAL RETURN*
AMONG OMEGA PROTEIN CORPORATION, THE RUSSELL 2000 INDEX
AND A PEER GROUP
[GRAPH APPEARS HERE]
4/2/98 6/98 9/98
------ ------ ------
OMEGA PROTEIN CORPORATION 100.00 96.09 34.77
PEER GROUP 100.00 93.93 82.76
RUSSELL 2000 100.00 97.19 77.61
- -----------
* $100 INVESTED ON 4/2/98 IN STOCK OR ON 3/31/98 IN INDEX - INCLUDING
REINVESTMENT OF DIVIDENDS
FISCAL YEAR ENDING SEPTEMBER 30.
The Performance Graph and related description shall not be deemed
incorporated by reference by any general statement incorporating by reference
the Proxy Statement into any filing under the Securities Act of 1933 or under
the Securities Exchange Act of 1934, except to the extent that the Company
specifically incorporates this information by reference and shall not otherwise
be deemed filed with the Securities and Exchange Commission.
16
<PAGE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Prior to the Company's initial public offering in April 1998 (the "Initial
Public Offering"), Zapata advanced funds to the Company from time to time.
During fiscal year 1997, Zapata forgave the repayment of $41.9 million of
intercompany indebtedness owed to Zapata by the Company and the Company recorded
this amount as contributed capital. After forgiving such indebtedness, Zapata
advanced $28.1 million to the Company to meet the cash requirements of certain
acquisitions and $5.2 million, primarily for payment of the Company's income
taxes. As of December 31, 1997, Zapata had no outstanding guarantees of Company
indebtedness and the Company owed Zapata approximately $33.3 million of
intercompany debt. The intercompany balance attributable to the acquisition
financing discussed above accrued interest at a rate equal to Zapata's cost of
funds, which was approximately 8.5%; the balance of the Company's indebtedness
to Zapata did not bear any interest. Pursuant to the Separation Agreement
described below, the Company utilized a portion of the net proceeds from the
Initial Public Offering to repay all of the $33.3 million it owed Zapata.
Prior to the Initial Public Offering, Zapata provided the Company with
certain administrative services, including treasury and tax services, which were
billed at their approximate costs to Zapata. The costs of these services were
directly charged and/or allocated based on the estimated percentage of time that
employees spent working on the other party's matters as a percentage of total
time worked.
In connection with the Initial Public Offering, the Company and Zapata
entered into a number of agreements for the purpose of defining their continuing
relationship. These agreements were negotiated in the context of a parent-
subsidiary relationship and, therefore, were not the result of arms-length
negotiations.
Separation Agreement. The Separation Agreement served as the master
agreement for the Company's separation from Zapata. Pursuant to the Separation
Agreement, the Company and Zapata entered into a Sublease Agreement,
Registration Rights Agreement, Tax Indemnity Agreement and Administrative
Services Agreement. The Separation Agreement also required the Company to repay
the $33.3 million of intercompany indebtedness owed by the Company to Zapata
contemporaneously with the consummation of the Initial Public Offering.
The Separation Agreement also prohibits Zapata from engaging in the
harvesting of menhaden or the production or marketing of fish meal, fish oil or
fish solubles anywhere in the United States for a period of five years from the
date of the Separation Agreement. Under the Separation Agreement, Zapata and
the Company and its subsidiaries agreed to indemnify each other with respect to
any future losses that might arise from the Initial Public Offering as a result
of any untrue statement or alleged untrue statement in any Initial Public
Offering document or the omission or alleged omission to state a material fact
in any Initial Public Offering document (i) in the Company's case except to the
extent such statement was based on information provided by Zapata and (ii) in
Zapata's case, only to the extent such statement is based on information
supplied by Zapata.
17
<PAGE>
Sublease Agreement. Pursuant to the Sublease, the Company subleases from
Zapata its principal corporate offices in Houston, Texas, comprising
approximately 3,354 square feet, at an annual rent of approximately $36,204.
Registration Rights Agreement. Under the Registration Rights Agreement,
the Company granted to Zapata certain rights (the "Registration Rights") with
respect to the registration under the Securities Act of 1933, as amended (the
"Securities Act"), of shares of Common Stock owned by Zapata at the closing of
the Initial Public Offering (the "Registrable Securities"). Pursuant to the
Registration Rights Agreement, Zapata may require the Company, not more than
once in any 365 day period commencing on the first anniversary of the closing of
the Initial Public Offering and on not more than three occasions after Zapata no
longer owns a majority of the voting power of the outstanding capital stock of
the Company, to file a registration statement under the Securities Act covering
the registration of the Registrable Securities, including in connection with an
offering by Zapata of its securities that are exchangeable for the Registrable
Securities (the "Demand Registration Rights"). Zapata's Demand Registration
Rights are subject to certain limitations, including that any such registration
cover a number of Registrable Securities having a fair market value of at least
$50.0 million at the time of the request for registration and that the Company
may be able to temporarily defer a demand registration to the extent it
conflicts with another public offering of securities by the Company or would
require the Company to disclose certain material non-public information. Zapata
will also be able to require the Company to include Registrable Securities owned
by Zapata in a registration by the Company of its securities (the "Piggyback
Registration Rights"), subject to certain conditions, including the ability of
the underwriters for the offering to limit or exclude Registrable Securities
therefrom.
The Company and Zapata will share equally the out-of-pocket fees and
expenses of the Company associated with a demand registration and Zapata will
pay its pro rata share of underwriting discounts, commissions and related
expenses (the "Selling Expenses"). The Company will pay all expenses associated
with a piggyback registration, except that Zapata will pay its pro rata share of
the Selling Expenses. The Registration Rights Agreement contains certain
indemnification and contribution provisions (i) by Zapata for the benefit of the
Company and related persons, as well as any potential underwriter and (ii) by
the Company for the benefit of Zapata and related persons, as well as any
potential underwriter. Zapata's Demand Registration Rights will terminate on
the date that Zapata owns, on a fully converted or exercised basis with respect
to such securities held by Zapata, Registrable Securities representing less than
10% of the then issued and outstanding voting stock of the Company. Zapata's
Piggyback Registration Rights will terminate at such time as it is able to sell
all of its Registrable Securities pursuant to Rule 144 under the Securities Act
within a three month period. Zapata also may transfer its Registration Rights
to any transferee from it of Registrable Securities that represent, on a fully
converted or exercised basis with respect to the Registrable Securities
transferred, at least 20% of the then issued and outstanding voting stock of
18
<PAGE>
the Company at the time of transfer; provided, however, that any such transferee
will be limited to (i) two demand registrations if the transfer conveys less
than a majority but more than 30% and (ii) one demand registration if the
transfer conveys 30% or less of the then issued and outstanding voting stock of
the Company.
Tax Indemnity Agreement. Prior to the Initial Public Offering, the Company
was a member of Zapata's affiliated group and filed its tax returns on a
consolidated basis with such group. As a result of the Initial Public Offering,
the Company is no longer a member of the Zapata affiliated group. The Tax
Indemnity Agreement defines the respective rights and obligations of the Company
and Zapata relating to federal, state and other taxes for periods before and
after the Initial Public Offering. Pursuant to the Tax Indemnity Agreement,
Zapata is responsible for paying all federal income taxes relating to taxable
periods ending before and including the date on which the Company is no longer a
member of Zapata's affiliated group. Under the Tax Indemnity Agreement, the
Company is responsible for all taxes of the Company with respect to taxable
periods beginning after the date on which the Company was no longer a member of
Zapata's affiliated group. The Company is entitled to any refunds (or
reductions in tax liability) attributable to any carry back of the Company's
post-Initial Public Offering tax attributes (i.e., net operating losses)
realized by the Company after it was no longer a member of Zapata's affiliated
group. Any other refunds arising from the reduction in tax liability involving
the Zapata affiliated group while the Company was a member of such group,
including but not limited to, taxable periods ending before or including such
date (with the exception of any refunds arising from a reduction in tax
liability attributable to the Company), belong to Zapata.
Administrative Services Agreements. Under the Administrative Services
Agreement, the Company is required to provide Zapata with administrative
services upon reasonable request of Zapata. Zapata pays the Company for these
services at the Company's estimated cost of providing these services. This
Agreement continues until Zapata terminates it on five (5) days advance written
notice or the Company terminates it after Zapata fails to cure a breach of the
Agreement for thirty (30) days after the Company has given Zapata written notice
of the breach.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Company's executive officers and directors, and persons who beneficially own
more than ten percent of the Company's Common Stock, to file reports of their
beneficial ownership (Forms 3, 4, and 5, and any amendment thereto) with the
Securities and Exchange Commission and the New York Stock Exchange. Executive
officers, directors, and greater-than-ten percent holders are required to
furnish the Company with copies of the forms that they file.
To the Company's knowledge, based solely on the Company's review of the
copies of Forms 3, 4, and 5 or written representations that no reports were
required, all filings applicable to its officers, directors, greater-than-ten
percent beneficial owners and other persons subject to Section 16 of the
Exchange Act were timely filed.
19
<PAGE>
PROPOSAL 2
RATIFICATION OF INDEPENDENT AUDITORS
The Board of Directors, acting on the recommendation of its Audit
Committee, has selected the firm of PricewaterhouseCoopers, LLP, which has
served (or its predecessors) as independent auditors for the past four (4)
fiscal years, to conduct an audit, in accordance with generally accepted
auditing standards, of the Company's financial statements for the period from
October 1, 1998 to December 31, 1998, and for the 52-week fiscal year ending
December 31, 1999. Omega Protein expects representatives of that firm to be
present at the Annual Meeting to respond to appropriate questions and to make a
statement, if they so desire. This selection is being submitted for
ratification at the meeting.
The affirmative vote of the holders of a majority of the shares of Common
Stock present in person or represented by proxy at the meeting and entitled to
vote is required for such ratification. If not ratified, the Board will
reconsider the selection upon recommendation of the Audit Committee, although
the Board of Directors will not be required to select different independent
auditors for the Company.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE FOR RATIFICATION OF
PRICEWATERHOUSECOOPERS, LLP AS INDEPENDENT AUDITORS FOR THE COMPANY.
OTHER MATTERS
The Board of Directors is not presently aware of any matters to be
presented at the Annual Meeting other than the election of directors and the
ratification of PricewaterhouseCoopers, LLP as the Company's independent
auditors. If, however, other matters are properly brought before the Annual
Meeting, the enclosed proxy gives discretionary authority to the persons named
therein to act in accordance with their best judgment on such matters.
STOCKHOLDER PROPOSALS FOR 2000 ANNUAL MEETING
Pursuant to the Company's Bylaws, stockholder proposals to be presented at
the fiscal year 2000 Annual Meeting of Stockholders of the Company must be
received by the Company by no later than 90 days before the date of the 2000
Annual Meeting of Stockholders. If such timely notice of a stockholder proposal
is not given, the proposal may not be brought before the 2000 Annual Meeting of
Stockholders. If such timely notice is given but is not accompanied by a
written statement to the extent required by applicable securities laws, the
Company may exercise discretionary voting authority over proxies with respect to
such proposal if presented at the Company's 2000 Annual Meeting.
Under applicable securities laws, stockholder proposals must be received by
the Company no later than 120 days prior to December 21, 1999 (the date of this
proxy statement) to be considered
20
<PAGE>
for inclusion in the Company's proxy statement relating to the 2000 Annual
Meeting or, if the Company changes the date of the 2000 Annual Meeting by more
than 30 days from the date of the 1999 Annual Meeting, then stockholder
proposals must be received by the Company a reasonable time before the Company
begins to print and mail its proxy statement for the 2000 Annual Meeting. The
Board of Directors of the Company recently announced a change in the Company's
fiscal year end from September 30 to December 31. Consequently, the date of the
2000 Annual Meeting will likely be changed by more than 30 days from this year's
meeting. The Company will announce the date of the 2000 Annual Meeting when the
Board has determined such date in one of its quarterly reports on Form 10-Q or a
current report on Form 8-K.
Stockholder proposals must be mailed to Omega Protein Corporation, to the
attention of the Secretary, 1717 St. James Place, Suite 550, Houston, Texas
77056.
ANNUAL REPORT
The Company's Annual Report to Stockholders containing audited financial
statements for fiscal year 1998, is being mailed with this Proxy Statement to
all stockholders of record.
By the order of the Board of Directors
ERIC T. FUREY
Vice President, General Counsel and Secretary
Houston, Texas
December 21, 1998
21
<PAGE>
OMEGA PROTEIN CORPORATION
ANNUAL MEETING OF STOCKHOLDERS
SOLICITED BY THE BOARD OF DIRECTORS OF OMEGA PROTEIN CORPORATION
The undersigned hereby appoints Robert W. Stockton and Eric T. Furey, and
each of them individually, as proxies with full power of substitution, to vote
all shares of Common Stock of Omega Protein Corporation that the undersigned is
entitled to vote at the Annual Meeting of Stockholders thereof to be held on
January 6, 1999, or at any adjournment or postponement thereof, as follows:
Any executed proxy which does not designate a vote shall be deemed to grant
authority for any item not designated.
(CONTINUED AND TO BE SIGNED ON THE REVERSE SIDE.)
<PAGE>
PLEASE DATE, SIGN AND MAIL YOUR
PROXY CARD BACK AS SOON AS POSSIBLE!
ANNUAL MEETING OF STOCKHOLDERS
OMEGA PROTEIN CORPORATION
JANUARY 6, 1999
Please Detach and Mail in the Envelope Provided
[X] PLEASE MARK YOUR VOTES
AS IN THIS EXAMPLE.
WITHHOLD
FOR AUTHORITY
all nominees for all nominees
listed at right listed at right
PROPOSAL 1. [_] [_] NOMINEES:
ELECTION OF Gary L. Allee
DIRECTORS William Lands
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR to hold office until the
ANY INDIVIDUAL NOMINEE OR NOMINEES, WRITE THE 2002 Annual Meeting and
APPROPRIATE NAME OR NAMES IN THE SPACE PROVIDED until their successors
HERE. are elected and qualified.
- -----------------------------------------------
FOR AGAINST ABSTAIN
PROPOSAL 2. [_] [_] [_]
APPOINTMENT OF PRICEWATERHOUSECOOPERS,
LLP AS AUDITORS FOR THE COMPANY
Please check the following box if you plan to attend [_]
the Annual Meeting of Stockholders in person
ALL SHARES WILL BE VOTED AS DIRECTED HEREIN AND, UNLESS OTHERWISE DIRECTED, WILL
BE VOTED "FOR" PROPOSAL 1 (ALL NOMINEES), "FOR" PROPOSAL 2 AND IN ACCORDANCE
WITH THE DISCRETION OF THE PERSON VOTING THE PROXY WITH RESPECT TO ANY OTHER
BUSINESS PROPERLY BROUGHT BEFORE THE MEETING.
YOU MAY REVOKE THIS PROXY AT ANY TIME PRIOR TO A VOTE THEREON.
Please complete, sign and promptly mail this proxy in the enclosed envelope.
SIGNATURE DATED: , 1999
---------------------- ------------------ ----------------
Signature if held
jointly
NOTE: Please sign exactly as name appears on this card. Joint owners should
each sign. Executors, administrators, trustees, etc., should give their full
titles.
