<PAGE>
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
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 (S) 240.14a-11(c) or (S) 240.14a-12
NAVIGANT INTERNATIONAL, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(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:
-------------------------------------------------------------------------
Notes:
Reg. (S) 240.14a-101.
SEC 1913 (3-99)
<PAGE>
NAVIGANT INTERNATIONAL, INC.
84 INVERNESS CIRCLE EAST
ENGLEWOOD, CO 80112-5314
May 26, 2000
DEAR STOCKHOLDER:
You are cordially invited to attend the 2000 Annual Meeting of Stockholders
(the "Meeting") of Navigant International, Inc. to be held on Tuesday, June 20,
2000, at 9:00 a.m., Mountain Time, at the Inverness Hotel and Golf Club, 200
Inverness Drive West, Englewood, Colorado 80112.
At the Annual Meeting, the stockholders will be asked:
1. To elect two Class II Directors to serve until the 2003 Annual Meeting of
Stockholders and until their respective successors are elected and
qualified.
2.To ratify the appointment of our independent auditing firm.
On the following pages you will find the formal Notice of Annual Meeting and
Proxy Statement which will describe the matters to be presented at the Annual
Meeting.
The Board of Directors recommends that stockholders vote FOR the election of
the nominated Directors and FOR ratification of appointment of the independent
auditors.
Your vote is important. Whether or not you plan to attend the Meeting,
please mark, sign, date and return the proxy card in the enclosed envelope to
American Stock Transfer & Trust Company as soon as possible so that your vote
will be recorded. If you attend the Meeting, you may withdraw your proxy and
vote your shares in person.
Sincerely,
/s/ Edward S. Adams
--------------------------------
Edward S. Adams
Chairman of the Board and Chief
Executive Officer
<PAGE>
NAVIGANT INTERNATIONAL, INC.
84 INVERNESS CIRCLE EAST
ENGLEWOOD, CO 80112-5314
----------------
NOTICE OF 2000 ANNUAL MEETING
OF STOCKHOLDERS
TO BE HELD JUNE 20, 2000
----------------
TO OUR STOCKHOLDER:
The 2000 Annual Meeting of Stockholders (the "Meeting") of Navigant
International, Inc., a Delaware corporation (the "Company"), will be held on
Tuesday, June 20, 2000, at 9:00 a.m., Mountain Time, at the Inverness Hotel and
Golf Club, 200 Inverness Drive West, Englewood, Colorado 80112, for the
following purposes:
(1) to elect two Class II directors to serve for a term of three years or until
their successors are duly elected and qualified;
(2) to consider and vote upon a proposal to approve and ratify the appointment
of PricewaterhouseCoopers LLP as the Company's independent auditors for
2000; and
(3) to consider such other matters as may properly come before the Meeting, and
at any and all adjournments thereof.
Only stockholders of record at the close of business on May 19, 2000 are
entitled to notice of and to vote at the Meeting.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Eugene A. Over, Jr.
--------------------------------
Name: Eugene A. Over, Jr.
Title: Vice President, General
Counsel and Secretary
Denver, Colorado
May 26, 2000
A PROXY CARD IS ENCLOSED. YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU
OWN. TO ASSURE THAT YOUR SHARES WILL BE VOTED AT THE MEETING, PLEASE COMPLETE
AND SIGN THE ENCLOSED PROXY CARD AND RETURN IT PROMPTLY IN THE ENCLOSED,
POSTAGE PREPAID, ADDRESSED ENVELOPE. NO ADDITIONAL POSTAGE IS REQUIRED IF
MAILED IN THE UNITED STATES. THE GIVING OF A PROXY WILL NOT AFFECT YOUR RIGHT
TO VOTE IN PERSON IF YOU ATTEND THE MEETING.
<PAGE>
NAVIGANT INTERNATIONAL, INC.
84 INVERNESS CIRCLE EAST
ENGLEWOOD, CO 80112-5314
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
To be held June 20, 2000
----------------
GENERAL INFORMATION
The enclosed proxy is solicited by and on behalf of the Board of Directors
of Navigant International, Inc., a Delaware corporation ("Navigant" or the
"Company"), for use at the Company's 2000 Annual Meeting of Stockholders (the
"Meeting") to be held at 9:00 a.m., Mountain Time, on Tuesday, June 20, 2000,
at the Inverness Hotel and Golf Club, 200 Inverness Drive West, Englewood,
Colorado 80112, and at any and all adjournments thereof. This Proxy Statement
and the accompanying form of proxy are first being mailed or given to the
stockholders of the Company on or about May 26, 2000.
The Company's Annual Report on Form 10-K (the "Annual Report"), which
includes audited financial statements for the fiscal year ended December 26,
1999, is being mailed to stockholders of the Company simultaneously with this
Proxy Statement.
INFORMATION CONCERNING SOLICITATION AND VOTING
All voting rights are vested exclusively in the holders of the Company's
common stock, $.001 par value per share (the "Common Stock"). Each share of the
Common Stock is entitled to one vote. Cumulative voting in the election of
directors is not permitted. Holders of a majority of shares entitled to vote at
the Meeting, when present in person or by proxy, constitute a quorum. On May
19, 2000, the record date for stockholders entitled to vote at the Meeting,
12,294,170 shares of Common Stock were issued and outstanding.
Proxies in the enclosed form will be effective if properly executed and
returned prior to the Meeting in the enclosed envelope to American Stock
Transfer & Trust Company, 6201 15th Avenue, Brooklyn, New York 11219. The
Common Stock represented by each effective proxy will be voted at the Meeting
in accordance with the instructions on the proxy. If no instructions are
indicated on a proxy, all Common Stock represented by such proxy will be voted
FOR election of the nominees named in the proxy as the Class II directors, FOR
the approval and ratification of the appointment of PricewaterhouseCoopers LLP
as the Company's independent auditors for the 2000 fiscal year, and, as to any
other matters of business which properly come before the Meeting, by the named
proxies at their discretion.
Any stockholder signing and mailing the enclosed proxy may revoke it at any
time before it is voted by giving written notice of the revocation to the
Company, by voting in person at the Meeting or by filing at the Meeting a later
executed proxy.
When a quorum is present, in the election of a director, the nominee having
the highest number of votes cast in favor of his or her election will be
elected to the Company's Board of Directors. With respect to any other matter
which may properly come before the Meeting, unless a greater number of votes is
required by law or by the Company's Certificate of Incorporation, a matter will
be approved by the shareholders if the votes cast in favor of the matter exceed
the votes cast in opposition.
Abstentions and broker non-votes (i.e., shares held by brokers or nominees
as to which the broker or nominee indicates on a proxy that it does not have
discretionary authority to vote) will be treated as shares that are present and
entitled to vote for purposes of determining the presence of a quorum. Because
abstentions will
1
<PAGE>
be counted for purposes of determining the shares present or represented at the
Meeting and entitled to vote, abstentions will have the same effect as a vote
"against" the approval and ratification of PricewaterhouseCoopers LLP as the
Company's independent auditors. Abstentions on the election of the Class II
directors will not have any effect on the election of the Class II directors.
Broker non-votes on a particular matter are not deemed to be shares present and
entitled to vote on such matter, and, assuming the presence of a quorum, will
not affect whether any proposal is approved at the Meeting.
The Company will pay the cost of soliciting proxies in the accompanying
form. The Company has retained the services of American Stock Transfer & Trust
Company to assist in distributing proxy materials to brokerage houses, banks,
custodians and other nominee holders, and to distribute proxies to the
registered shareholders of the Company and to collect proxies. The estimated
cost of such services is the out-of-pocket expenses. Although there are no
formal agreements to do so, proxies may also be solicited by officers and other
regular employees of the Company by telephone, telegraph or by personal
interview for which employees will not receive additional compensation.
Arrangements also may be made with brokerage houses and other custodians,
nominees and fiduciaries to forward solicitation materials to beneficial owners
of the shares held of record by such persons, and the Company may reimburse
such persons for reasonable out-of-pocket expenses incurred by them in so
doing.
PROPOSAL ONE: ELECTION OF CLASS II DIRECTORS
General
The Company's Certificate of Incorporation provides for the classification
of the Company's Board of Directors. The Board of Directors, which currently is
composed of five members, is divided into three classes. One class stands for
re-election at each annual meeting of shareholders. The Board of Directors
currently is classified into one Class I director (Vacant), two Class II
directors (Ned A. Minor and D. Craig Young) and two Class III directors (Edward
S. Adams and Vassilios Sirpolaidis), whose terms will expire upon the election
and qualification of directors at the annual meetings of stockholders held in
2002, 2000 and 2001, respectively. At each annual meeting of stockholders,
directors will be elected by the stockholders of the Company for a full term of
three years to succeed those directors whose terms are expiring. The powers and
responsibilities of each class of directors are identical. All directors shall
serve until their successors are duly elected and qualified, subject, however,
to prior death, resignation, retirement, disqualification or removal from
office.
Proxies cannot be voted for a greater number of persons than the number of
nominees named therein. Unless authority to vote is withheld, the persons named
in the enclosed form of proxy will vote the shares represented by such proxy
for the election of the nominee for directors named below. If, at the time of
the Meeting, the nominees shall have become unavailable for any reason for
election as a director, the persons entitled to vote the proxy will vote for
such substitute nominee, if any, as they determine in their discretion. If
elected, the nominees will hold office until the year 2002 annual meeting of
stockholders or until their successors are elected and qualified.
Class II Director Nominees
Ned A. Minor and D. Craig Young have chosen to run for re-election as Class
II directors. The Board of Directors unanimously recommends that the
shareholders vote FOR their election as the Class II directors of the Company.
<TABLE>
<CAPTION>
Age Position Director Since
Name --- -------- --------------
<S> <C> <C> <C>
Ned A. Minor...................................... 54 Director 1998
D. Craig Young.................................... 46 Director 1998
</TABLE>
2
<PAGE>
Continuing Directors
The persons named below will continue to serve as directors of the Company
until the annual meeting of stockholders in the year indicated below and until
their successors are elected and take office. Stockholders are not voting on
the election of the Class I and Class III directors. The following table shows
the names, ages and positions of each continuing director.
Class I--Term Expires in 2002
Vacant (1)
(1) On May 5, 2000, Paul J. Blackney, the Class I director since June
1999, resigned. Under the Company's by laws, this vacancy will be filled by
the affirmative vote of the Directors remaining in office.
Class III--Term Expires in 2001
<TABLE>
<CAPTION>
Age Position Director Since
Name --- ------------------------------------- --------------
<S> <C> <C> <C>
Edward S. Adams..... 49 Chairman of the Board, 1998
Chief Executive Officer and Director
Vassilios
Sirpolaidis........ 52 Director 1998
</TABLE>
PROPOSAL TWO: RATIFICATION OF INDEPENDENT AUDITORS
The Audit Committee of the Board of Directors has selected the firm of
PricewaterhouseCoopers LLP as independent auditors of the Company for the 2000
fiscal year, subject to the approval and ratification of stockholders. The
Board of Directors unanimously recommends that stockholders vote to approve and
ratify the appointment of PricewaterhouseCoopers LLP as the Company's
independent auditors for 2000. PricewaterhouseCoopers LLP has served as the
independent auditors of the Company since the Company's formation in February
1998. Representatives of PricewaterhouseCoopers LLP are expected to be present
at the Meeting, will have an opportunity to make a statement if they desire,
and will be available to respond to appropriate questions.
The affirmative vote of the holders of a majority of the shares present or
represented at the Meeting and entitled to vote is needed to ratify the
appointment of PricewaterhouseCoopers LLP as independent auditors of the
Company for 2000. If the appointment is not approved, the matter will be
referred to the Audit Committee for further review.
3
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following table sets forth the number and percentage of outstanding
shares of the Company's Common Stock beneficially owned as of December 26,
1999, by (1) all persons known by the Company to own beneficially more than 5%
of the Company's Common Stock, (2) each director and each executive officer of
the Company, and (3) all directors and executive officers of the Company as a
group. All persons listed below have sole voting and investment power with
respect to their shares of Common Stock unless otherwise indicated.
<TABLE>
<CAPTION>
Number of Shares Percent of
Name and Address of Beneficial Owner Beneficially Owned Class (1)(2)
------------------------------------ ------------------ ----------
<S> <C> <C>
Edward S. Adams (3).......................... 642,992 4.9%
C. Thomas Nulty (4).......................... 61,376 *
Robert C. Griffith (5)....................... 144,604 1.1%
Neville D. E. Teagarden (6).................. -- --
John S. Coffman (7).......................... 51,834 *
Regina Q. Keating (8)........................ 31,352 *
Eugene A. Over, Jr. (7)...................... 50,129 *
Paul Shamon (9).............................. -- --
Michael B. Arrington......................... -- --
David F. Buskirk (10)........................ 1,874 *
Fred L. Coward, III.......................... -- --
Jonathan P. Danforth (6)..................... -- --
Salvatore A. DeFranco (11)................... 105,000 *
Gary Pearce.................................. -- --
David Quibell................................ -- --
M. Keith Taylor (6).......................... 1,400 *
Paul J. Blackney (12)........................ 10,000 *
Vassilios Sirpolaidis (12)................... 160,070 1.3%
Ned A. Minor (12)............................ 12,000 *
D. Craig Young (12).......................... 14,100 *
All current executive officers and directors
as a group (20 persons)(13)................. 1,286,731 8.8%
5% Stockholders
Douglas A. Hirsch............................ 11,260,000 10.0%
c/o Seneca Capital, L.P.
527 Madison Avenue, 11th Floor
New York, NY 10022
Steven Major................................. 885,167 7.0%
c/o Cohen Tauber Spierack & Wagner, LLP
1350 Avenue of the Americas
New York, NY 10019
</TABLE>
- --------
* Less than 1%.
(1) Beneficial ownership is determined in accordance with the rules of the SEC
and generally includes voting or investment power with respect to
securities. Shares of Common Stock subject to options, warrants and
convertible debentures currently exercisable or convertible, or exercisable
or convertible within 60 days of December 26, 1999 are deemed outstanding
for computing the percentage of the person or entity holding such
securities but are not outstanding for computing the percentage of any
other person or entity.
4
<PAGE>
(2) Percentage of ownership is based on 12,615,000 shares of Common Stock, net
of treasury stock, outstanding at December 26, 1999 and 1,962,380 shares of
Common Stock subject to options, warrants and convertible debentures
currently exercisable or convertible, or exercisable or convertible within
60 days of December 26, 1999. The shares subject to such options, warrants
and convertible debentures held by a person or entity are deemed
outstanding for computing the percentage of the person or entity holding
such securities but are not outstanding for computing the percentage of any
other person or entity.
(3) Includes 12,353 shares held by Marcono, LLC; Mr. Adams disclaims beneficial
ownership of these shares except for his pecuniary interest therein and
488,032 shares of Common Stock which may be acquired upon exercise of
options which are exercisable within 60 days following December 26, 1999.
Excludes 488,032 shares of Common Stock which may be acquired upon exercise
of options which are not exercisable within 60 days following December 26,
1999.
(4) Includes 61,376 shares of Common Stock which may be acquired upon exercise
of options which are exercisable within 60 days following December 26,
1999. Excludes 138,624 shares of Common Stock which may be acquired upon
exercise of options which are not exercisable within 60 days following
December 26, 1999.
(5) Includes 139,000 shares of Common Stock which may be acquired upon exercise
of options which are exercisable within 60 days following December 26,
1999. Excludes 133,204 shares of Common Stock which may be acquired upon
exercise of options which are not exercisable within 60 days following
December 26, 1999.
(6) Excludes 25,000 shares of Common Stock which may be acquired upon the
exercise of options which are not exercisable within 60 days following
December 26, 1999.
(7) Includes 50,000 shares of Common Stock which may be acquired upon the
exercise of options which are exercisable within 60 days following December
26, 1999.
(8) Includes 31,152 shares of Common Stock which may be acquired upon exercise
of options which are exercisable within 60 days following December 26,
1999. Excludes 18,184 shares of Common Stock which may be acquired upon
exercise of options which are not exercisable within 60 days following
December 26, 1999.
(9) Excludes 10,000 shares of Common Stock which may be acquired upon exercise
of options which are not exercisable within 60 days following December 26,
1999.
(10) Includes 1,874 shares of Common Stock which may be acquired upon exercise
of options which are exercisable within 60 days following December 26, 1999.
Excludes 28,500 shares of Common Stock which may be acquired upon exercise
of options which are not exercisable within 60 days following December 26,
1999.
(11) Includes 25,000 shares of Common Stock which may be acquired upon exercise
of options which are exercisable within 60 days following December 26,
1999.
(12) Includes 10,000 shares of Common Stock which may be acquired upon exercise
of options which are exercisable within 60 days following December 26,
1999. On May 5, 2000, Mr. Blackney resigned from the Board of Directors.
(13) Includes 886,902 shares of Common Stock which may be acquired upon
exercise of options which are exercisable within 60 days following
December 26, 1999. Excludes 891,544 shares of Common Stock which may be
acquired upon exercise of options which are not exercisable within 60 days
following December 26, 1999.
There has been no change in control of the Company since the beginning of
its last fiscal year, and there are no arrangements known to the Company,
including any pledge of securities of the Company, the operation of which may
at a subsequent date result in a change in control of the Company.
5
<PAGE>
DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth information as of December 26, 1999 (4)
concerning each of the current directors and executive officers of the Company.
All directors serve until their successors are duly elected and qualified,
subject, however, to prior death, resignation, retirement, disqualification or
removal from office. Officers are appointed by and serve at the discretion of
the Company's Board of Directors.
<TABLE>
<CAPTION>
Name Age Position
---- --- --------
<S> <C> <C>
Edward S. Adams......... 49 Chairman of the Board, Chief Executive
Officer, and Director (2)
C. Thomas Nulty......... 54 Chief Operating Officer and President
Robert C. Griffith...... 50 Chief Financial Officer and Treasurer
Neville D. E.
Teagarden.............. 36 Chief Information Officer
John S. Coffman......... 38 Vice President and Corporate Controller
Regina Q. Keating....... 57 Vice President, Operations and President Rocky Mountain Region
Eugene A. Over, Jr...... 42 Vice President, General Counsel and Secretary
Paul Shamon............. 36 Vice President, Marketing and Corporate Communications
Michael B. Arrington.... 57 President, North Central Region (5)
David F. Buskirk........ 50 President, Southwest Region
Fred L. Coward, III..... 61 President, Southeast Region
Jonathan P. Danforth.... 44 President, Cornerstone, a Navigant International Company
Salvatore A. DeFranco... 43 President, Northeast Region
Gary Pearce............. 43 President, South Central Region
David Quibell........... 53 President, Canadian Region
M. Keith Taylor......... 38 President, Northwest Region
Paul J. Blackney........ 53 Director (3)
Vassilios Sirpolaidis... 54 Director (2)
Ned A. Minor............ 52 Director (1)
D. Craig Young.......... 46 Director (1)
</TABLE>
- --------
(1) Term expires in 2000.
(2) Term expires in 2001.
(3) Mr. Blackney resigned as a Director on May 5, 2000. The term of the Class I
Director expires in 2002.
(4) On February 12, 2000, Todd R. Tarbert was named President of
NavigantVacations.com, LLC. On March 1, 2000, Kelly L. Kuhn became
President, North Central Region.
(5) On February 29, 2000, Mr. Arrington resigned as President, North Central
Region, although he continues to be employed at Arrington Travel Center,
Inc., a subsidiary of the Company.
Business Biographies
Edward S. Adams has served as Chairman of the Board, Chief Executive
Officer, and Director of the Company since February 1998. He served as
President of the Company from February 1998 to May 1999. He has served as
Chairman and Chief Executive Officer of Professional Travel Corporation
("PTC"), a subsidiary of the Company, since 1983, served as President of PTC
from 1983 through April 1998, and as President of U.S. Office Products'
Corporate Travel Services Division from January 1997 through June 9, 1998.
C. Thomas Nulty has served as President and Chief Operating Officer of the
Company since May 1999. He served as President of Associated Travel Services
("Associated") (a subsidiary of the Company since June 1997) from 1984 to 1999.
He has over 30 years experience in the travel industry and is considered a
recognized expert in the field. Mr. Nulty has a degree from the University of
Utah, has served as a trustee of the Orange County Museum or Art, and has been
on the Dean's Advisory Board for the Graduate School of Business at the
University of California, Irvine.
6
<PAGE>
Robert C. Griffith has served as Chief Financial Officer and Treasurer of
the Company since February 1998. He has served as Chief Financial Officer of
PTC since January 1997, and served as Chief Financial Officer of U.S. Office
Products' Corporate Travel Services Division from January 1997 through June 9,
1998. Mr. Griffith served as Vice President of Finance and Administration of
PTC from June 1993 through January 1997. Prior to joining PTC, Mr. Griffith
served as Senior Manager and Area Director of IDS Tax and Business Services, a
subsidiary of American Express, from September 1991 to June 1993. Before
joining IDS, Mr. Griffith was employed by Deloitte & Touche. Mr. Griffith is
licensed as a certified public accountant in the state of Colorado.
Neville D. E. Teagarden has served as Chief Information Officer of the
Company since November 1999. Prior to that, Mr. Teagarden served as Vice
President of Information Systems for the Company from January 1999. Mr.
Teagarden served as Manager and subsequently Director of Technology
Architecture at Janus Capital Corporation, from May 1996 through January 1999.
From 1989 through 1996, Mr. Teagarden worked for Advantage kbs, Inc, an
information systems consulting firm. Mr. Teagarden has also performed research
at the Massachusetts Institute of Technology ("MIT") Artificial Intelligence
Laboratory. He received his degree in Computer Science and Engineering from
MIT.
John S. Coffman has served as Vice President, Corporate Controller of the
Company since June 1998. Prior to that, Mr. Coffman was a senior manager in the
business advisory group of Price Waterhouse LLP. Mr. Coffman began with Price
Waterhouse in September 1984. Mr. Coffman is licensed as a certified public
accountant in the state of Colorado.
Regina Q. Keating has served as Vice President of Operations of the Company
since October 1999, and Rocky Mountain Regional President since June 1999. Ms.
Keating has also served as President of PTC since March 1998, and served as
Chief Operating Officer of PTC from 1996 to 1999. She has worked for PTC since
1983. Ms. Keating was named one of the 200 Most Powerful Travel Women in Travel
by Travel Agent Magazine in 1997, and has over 22 years experience in the
travel industry. Ms. Keating has a Bachelor of Arts degree in English from the
College of Charleston in Charleston, S.C.
Eugene A. Over, Jr. has served as Vice President, General Counsel and
Secretary of the Company since February 1998. He served as Legal Affairs and
Administrative Officer of U.S. Office Product's Corporate Travel Service
Division from December 1997 through June 9, 1998. Mr. Over was an attorney at
Clanahan Tanner Downing & Knowlton, P.C. from December 1994 through November
1997.
Paul Shamon has served as Vice President of Marketing and Corporate
Communications for the Company since November 1999. Mr. Shamon served as
President and Founder of the Denali Group, Inc. from July 1990 to October 1999.
From February 1997 to August 1998, Mr. Shamon also served as President and
Founder of the Colorado Children's Automobile Safety Association, Inc., and
Vice President of Marketing for the John Costanza Institute of Technology, Inc.
From November 1998 to August 1999, Mr. Shamon served as Vice President of
Corporate Communications for Multum Information Services, Inc.
Michael B. Arrington served as Executive Vice President of Global Operations
of the Company from November 1998 to October 1999, and as President of the
Company's North Central Region since June 1999. Mr. Arrington served as
President and Chief Executive Officer of Arrington Travel Center, Inc.
("Arrington Travel") (a subsidiary of the Company since July 1998) from August
1969 through December 1997, and as Chairman and Chief Executive Officer of
Arrington Travel from December 1997 to October 1999. Mr. Arrington served in
the U.S. Marine Corps, First Force Reconnaissance Company, 1st Marine Division,
from 1962 through 1964. He received his bachelor of arts degree in political
science from the University of Illinois at Chicago.
7
<PAGE>
David F. Buskirk has served as Southwest Regional President for the Company
since June 1999, and as President of Associated from May 1999. Mr. Buskirk
joined Associated in 1987 as Regional Vice President of Associated's San Diego
Region, and was promoted to Vice President of Sales and Marketing in 1989. He
served in that capacity until his promotion to Executive Vice President and
Chief Operating Officer in May 1998. Mr. Buskirk has over 26 years experience
in the travel industry and has served in several sales and marketing positions
throughout his travel industry tenure.
Fred L. Coward III has served as Southeast Regional President for the
Company since October 1999 and as President of First Travelcorp, Inc., ("First
Travelcorp") (a subsidiary of the Company since September 1999) from September
1999. Before that, Mr. Coward was Executive Vice President of First Travelcorp
from 1991.
Jonathan P. Danforth has served as President of Cornerstone Enterprises,
Inc. ("Cornerstone") (a subsidiary of the Company since September 1999) since
September 1991. Mr. Danforth was educated at Yale, studied in Switzerland and
acquired his sales and marketing training from a Fortune 500 company.
Salvatore A. DeFranco has served as Northeast Regional President for the
Company since June 1999, and as President of McGregor Travel Management, Inc.
("McGregor") (a subsidiary of the Company since October 1997) since 1998. Mr.
DeFranco joined McGregor in 1989 as Vice President of Sales, and became a co-
owner and President of McGregor in 1992. In 1997, Mr. DeFranco was awarded
Ernst & Young's "Entrepreneur of the Year" Award in the category of products
and Services.
Gary Pearce has served as South Central Regional President for the Company
since June 1999, and as President of Atlas Travel Services (a subsidiary of the
Company since July 1998) from 1993. Mr. Pearce has more than 23 years
experience in the travel industry with a focus in sales and operations.
David Quibell has served as the Company's Canadian Regional President since
October 1999. Mr. Quibell owned Travel Resources, Inc., (a subsidiary of the
Company since October 1999) and served as that company's President from 1995.
He has over 26 years experience in the travel industry. Mr. Quibell has a M.A.
from the University of Toronto and B.Ed diploma from the University of
Strasbourg, France.
M. Keith Taylor has served as Northwest Regional President for the Company
since December 1999, and served as President of Mutual Travel , Inc. ("Mutual
Travel") (a subsidiary of the Company since April 1997) from June 1999. Prior
to that, Mr. Taylor was Chief Operating Officer and Executive Vice President of
Mutual Travel from January 1999. Mr. Taylor served as Executive Vice President
of Atlas Travel Service Ltd. ("Atlas") (a subsidiary of the Company since
September 1997) from 1985 to 1989, before being promoted to President of Atlas
in 1989. Mr. Taylor has a business administration degree from British Columbia
Institute of Technology.
Paul J. Blackney served as a director of the Company from June 14, 1999
until May 5, 2000. Mr. Blackney is Director, President and Chief Executive
Officer of Worldspan, holding these positions since October 1999. From February
1, 1999 to September 1999, Mr. Blackney was Senior Vice President, Publishing
and Business Services of the American Medical Association. From January 1998 to
January 1999, Mr. Blackney provided consulting services to XTRA On-Line and
priceline.com, Inc. From 1993 to 1997, he served as President and Chief
Executive Officer of Apollo Travel Services ("Apollo"), one of the major
computerized reservation systems used by travel agencies in the United States.
Prior to his association with Apollo, Mr. Blackney held various management
positions with Covia (Apollo's predecessor) and United Air Lines. Mr. Blackney
also serves as Chairman of the Board of XTRA On-Line, a developer and marketer
of interactive reservations technology to travel agencies and corporations. He
also serves as a director of priceline.com, Inc.
8
<PAGE>
Ned A. Minor has served as a director of the Company since June 9, 1998. Mr.
Minor has served as Director, President and Vice-President of Minor & Brown,
P.C., a private law firm, since 1977. Mr. Minor is a practicing attorney in the
state of Colorado, specializing in the areas of general corporate law and
mergers and acquisitions.
Vassilios Sirpolaidis has served as a director of the Company since June 9,
1998. Mr. Sirpolaidis has served as Rocky Mountain Regional President of U.S.
Office Products since April 1999. He has also served as President of Mile High
Office Supply, Inc. ("Mile High") since 1978. U.S. Office Products acquired
Mile High in July 1996. Mr. Sirpolaidis has also served as a District President
of U.S. Office Products since August 1996 and as President of Arizona Office
Products, a subsidiary of U.S. Office Products, since May 1997.
D. Craig Young has served as a director of the Company since June 9, 1998.
Mr. Young currently serves as Vice Chairman, President and Director of AT&T
Canada and has held these positions since June 1999. Prior to assuming these
roles, which occurred with the merger of MetroNet Communications and AT&T
Canada, Mr. Young was President and Chief Executive Officer of MetroNet
Communications, Canada's largest facilities-based competitive local exchange
carrier (CLEC), holding these positions from March 1998 to June 1999. From 1995
through 1998, Mr. Young served as the President and Chief Operating Officer of
Brooks Fiber Properties, Inc. Mr. Young served from 1993 to 1995 as Vice
President of Custom Business for Ameritech Corp., a telecommunications company
based in Chicago, Illinois.
Certain Transactions
On May 24, 1999, McGregor Travel Management, Inc. ("McGregor Travel"), a
subsidiary of the Company, sold its interest in certain real property located
at 112 Prospect Street, Stamford, Connecticut, to DeFranco & Knight, LLC. Mr.
DeFranco is a 50% owner of DeFranco & Knight, LLC. The sale price was $975,000,
and was determined by an appraisal of the property by Michaud Company, Inc.
using a sales comparison approach. McGregor Travel acquired the property on
October 28, 1997 from DeFranco & Knight, LLC for an aggregate purchase price of
approximately $1,035,000. The 1997 transaction was related to the acquisition
of McGregor Travel by U.S. Office Products. The consideration in the 1997
transaction consisted of 18,336 shares of U.S. Office Products common stock
(which now represents 1,839 shares of the Company's common stock) valued at
$24.54 per share and McGregor Travel assumption of a note in the approximate
amount of $585,000.
On May 24, 1999, McGregor Travel leased certain real estate from DeFranco &
Knight, LLC. Mr. DeFranco is a 50% owner of DeFranco & Knight, LLC. The lease
is for a term of five years, and provides for annual rental payments starting
at $180,000, and increasing by $5,000 per year during the term of the lease.
The lease is a net lease. The Company believes that the terms of this
transaction are as favorable as could be negotiated with third parties.
Mr. DeFranco is a partner in an emergency travel service provider that
contracts with McGregor Travel Management, Inc., a subsidiary of the Company,
to provide emergency travel service to clients of McGregor at a rate of $13.00
per emergency call. During the fiscal year ended December 26, 1999, McGregor
paid approximately $533,000 to such emergency travel service provider.
Section 16 Reports
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires directors, executive officers and beneficial owners
of more than 10% of the outstanding shares of the Company to file with the
Securities and Exchange Commission reports regarding changes in their
beneficial ownership of shares in the Company.
9
<PAGE>
Based solely upon a review of Forms 3, 4 and 5, and amendments thereto
furnished to the Company, the following are persons who, at any time during the
fiscal year, were a director, officer, beneficial owner of more than 10% of any
class of equity securities of the Company registered pursuant to Section 12 of
the Exchange Act, or any other person subject to Section 16 of the Exchange
Act, that failed to file on a timely basis, as disclosed in the above Forms,
reports required by Section 16(a) of the Exchange Act during the most recent
and prior fiscal years:
<TABLE>
<CAPTION>
Number
of Late
Person Reports Transactions
------ ------- ------------
<S> <C> <C>
Fred L. Coward, III.............. 1 0
Jonathan P. Danforth............. 1 0
Salvatore A. DeFranco............ 1 0
Gary Pearce...................... 1 0
David Quibell.................... 1 0
M. Keith Taylor.................. 1 0
David F. Buskirk................. 1 0
Regina Q. Keating................ 1 0
Paul Shamon...................... 1 0
</TABLE>
There are no known failures to file a required Form 3, 4 or 5 and during the
most recent fiscal year.
As of April 15, 2000, based solely upon a review of Form 3, 4 and 5, and
amendments thereto furnished to the Company, all directors and officers have
filed all forms required to be filed in the current fiscal year.
Directors' Meetings and Committees
The entire Board of Directors met twelve (12) times during the year ended
December 26, 1999. Each incumbent director except Paul J. Blackney and D. Craig
Young attended at least 75% of the board meetings. The Company's Board of
Directors has appointed an Audit Committee and a Compensation Committee.
Audit Committee
The Audit Committee has as its primary responsibilities the recommendation
of an independent public accountant to audit the annual financial statements of
the Company, the review of internal and external audit functions, the review of
internal accounting controls, the review of annual financial statements, and a
review at its discretion of compliance with corporate policies and codes of
conduct. The Audit Committee is comprised of outside directors. The current
members of the Audit Committee are Messrs. Sirpolaidis, Minor, and Blackney.
(Mr. Blackney resigned from the Board on May 5, 2000; his position will be
filled by the Board under the Company's by-laws.) The Audit Committee met two
(2) times in person and acted one (1) time by written consent in 1999.
Compensation Committee
The Compensation Committee determines officers' salaries and bonuses and
administers the grant of stock options and other awards pursuant to the Plan.
The Compensation Committee is comprised of outside directors. The current
members of the Compensation Committee are Messrs. Sirpolaidis, Minor, and
Blackney. (Mr. Blackney resigned from the Board on May 5, 2000; his position
will be filled by the Board under the Company's by-laws.) The Compensation
Committee met four (4) times in person and acted three (3) times by written
consent in 1999.
10
<PAGE>
DIRECTOR AND EXECUTIVE COMPENSATION
Director Compensation
Non-management directors are compensated with $10,000 of airline tickets and
other travel accommodations for their services as directors. In addition, such
directors will be paid $2,500 in cash for each committee of the Board of
Directors on which they serve and may be granted stock options under the Plan.
Non-management directors will also be reimbursed for all out-of-pocket expenses
related to their service as directors.
Executive Compensation
Summary Compensation
The following table sets forth information with respect to the compensation
paid by all persons for services rendered to the Company and its subsidiaries
during the fiscal years ended December 26, 1999, December 27, 1998 and December
28, 1997 to the Chief Executive Officer and to the other four most highly
compensated officers of the Company (the "Named Officers").
Summary Compensation Table
<TABLE>
<CAPTION>
Annual
Compensation
----------------
All Other
Year Salary Bonus Compensation(1)
Name and Principal Position ---- -------- ------- ---------------
<S> <C> <C> <C> <C>
Edward S. Adams.......................... 1999 $300,000 -- $8,544
Chairman of the Board, Chief Executive
Officer,............................... 1998 295,260 -- 8,873
and Director............................ 1997 255,995 -- 7,640
Michael B. Arrington (2)................. 1999 269,241 $26,000 --
Executive Vice President, Global
Operations............................. 1998 118,273 -- --
Salvatore A. DeFranco (3)................ 1999 255,752 -- --
President, Northwest Region
Robert C. Griffith....................... 1999 215,385 -- 5,256
Chief Financial Officer and Treasurer... 1998 188,333 -- 5,458
1997 146,689 -- 4,700
C. Thomas Nulty (4)...................... 1999 225,632 84,516 2,077
President and Chief Operating Officer
</TABLE>
- --------
(1) Represents automobile expenses paid by the Company.
(2) Mr. Arrington became an employee of the Company effective July 1998 with
the acquisition of Arrington Travel Center, Inc., and became an officer of
the Company effective November 1998. On October 15, 1999, Mr. Arrington
resigned as an officer of Arrington Travel Center, Inc., and as Executive
Vice President Global Operations. On February 29, 2000, he announced his
intention to relinquish his duties as the Company's Regional President for
the North Central Region. Mr. Arrington, however, remains an employee of
Arrington Travel Center, Inc.
(3) Mr. DeFranco became an employee of the Company in October of 1997, with the
acquisition of McGregor Travel Management, Inc. Mr. DeFranco became an
officer of the Company on June 9, 1999.
(4) Mr. Nulty became the President and Chief Operating Officer of the Company
on May 17, 1999. Prior to that, Mr. Nulty was President of Associated, a
subsidiary of the Company. Associated became a subsidiary of the Company in
June of 1997. Consequently, Mr. Nulty's 1999 salary includes 5 months of
salary from Associated.
11
<PAGE>
Option Grants
The following table sets forth certain information regarding options to
acquire Common Stock or other interests in the Company or its subsidiaries
granted to the Named Officers during the fiscal year ended December 26, 1999.
Options Granted in Fiscal Year 1999
<TABLE>
<CAPTION>
Potential
Realizable Value
at Assumed Annual
Rate of Stock
Price
Options Granted in Appreciation for
Fiscal Year 1999 Option Term(2)
------------------------- -----------------
Percent of
Total Options
Options Granted Exercise Expiration
Name Granted in Fiscal Year Price Date 5% 10%
---- ------- -------------- -------- ---------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Edward S. Adams......... 52,777(3) 47.5(4) 10.00(3) 4/19/09(3) $331,916 $841,141
C. Thomas Nulty......... 75,000 23.1(1) 6.81 5/11/09 321,349 814,363
50,000 15.4(1) 9.00 6/09/09 242,280 652,341
40,749 12.5(1) 12.00 6/09/09 75,207 409,398
16,667(3) 15.0(4) 10.00(3) 4/19/09(3) 104,816 265,623
Robert C. Griffith...... 16,667(3) 15.0(4) 10.00(3) 4/19/09(3) 104,816 265,623
Salvatore A. DeFranco... -- -- -- -- -- --
Michael B. Arrington.... -- -- -- -- -- --
</TABLE>
- --------
(1) Based on options granted in 1999 to purchase an aggregate of 2,730,540
shares of Common Stock.
(2) The potential realizable value is calculated based on the term of the
option at its time of grant (10 years) and is calculated by assuming that
the stock price on the date of grant appreciates at the indicated annual
rate compounded annually for the entire term of the option and that the
option is exercised and sold on the last day of its term for the
appreciated price. The 5% and 10% assumed rates of appreciation are derived
from the rules of the SEC and do not represent the Company's estimate or
projection of the future Common Stock price.
(3) Reflects common unit options granted by the Company's subsidiary,
NavigantVacations.com, LLC.
(4) Based on options granted in 1999 to purchase an aggregate of 111,111 common
units.
12
<PAGE>
Option Exercises and Holdings
The following table sets forth certain information regarding option
exercises and unexercised options held by the Named Officers at December 26,
1999.
Aggregated Option Exercises in Fiscal Year Ended December 26, 1999
and Fiscal Year-End 1999 Option Values
<TABLE>
<CAPTION>
Number of Unexercised Value of Unexercised In-
Options Held at the-Money Options at
December 26, 1999 December 26, 1999(1) (3)
------------------------- -------------------------
Shares
Acquired Value
Name on Exercise Realized($) Exercisable Unexercisable Exercisable Unexercisable
---- ----------- ----------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Edward S. Adams (2)..... -- -- 488,500 488,032 $1,035,375 --
(3) -- -- 52,778 -- 527,777 --
C. Thomas Nulty (2)..... -- -- 61,376 138,624 170,305 $406,220
(3) -- -- 16,667 -- 83,330 --
Robert C. Griffith (2).. -- -- 139,000 133,204 305,250 --
(3) -- -- 16,667 -- 83,330 --
Salvatore A.
DeFranco(2)............ -- -- 25,000 -- 68,750 --
Michael B.
Arrington(2)........... -- -- -- -- -- --
</TABLE>
- --------
(1) The in-the-money value of unexercised options is equal to the excess of the
per share market price of the Company's common stock at December 26, 1999
over the per share exercise price multiplied by the number of unexercised
options.
(2) Reflects options in the Company's common stock.
(3) Reflects common unit options granted by the Company's subsidiary,
NavigantVacations.com, LLC. The in-the-money value of unexercised common
unit options utilizes a market price of $20.00 at December 26, 1999, which
is the most recent price paid by a third party for common units prior to
December 26, 1999.
13
<PAGE>
1998 Stock Incentive Plan
The Company has adopted the 1998 Stock Incentive Plan (the "Plan"). The
purpose of the Plan is to promote the long-term growth and profitability of the
Company by providing employees with incentives to improve stockholder value and
contribute to the growth and financial success of the Company. The Plan also
allows the Company to attract, retain and reward highly motivated and qualified
employees. The maximum percentage of shares of Common Stock that may be issued
with respect to awards granted under the Plan is 30% of the outstanding Common
Stock. The maximum number of shares that may be issued with respect to awards
granted under the Plan to an individual in a calendar year may not exceed
1,100,000 shares. The Compensation Committee of the Board of Directors
administers the Plan. All employees of the Company and its subsidiaries, as
well as non-employee directors of the Company, are eligible to receive awards
under the Plan. The Plan authorizes the Compensation Committee to make awards
of stock options, restricted stock and other stock-based awards. The
Compensation Committee will determine the prices, vesting schedules, expiration
dates and other material conditions under which such awards may be exercised.
Employment Contracts and Related Matters
On June 9, 1998, Mr. Adams' employment agreement with PTC was assigned to
the Company and amended. As amended, the agreement provides for a term of five
years, and provides that Mr. Adams is entitled to receive minimum annual
compensation of $300,000. In addition, Mr. Adams is entitled to receive
incentive bonuses as determined by the Company's Board of Directors, all
perquisites and benefits customarily provided by the Company to its employees
and reimbursement for the actual cost of leasing an automobile for business use
(not to exceed $712 per month). If Mr. Adams' employment is terminated for any
reason other than cause, Mr. Adams is entitled to receive his base salary and
benefits for the longer of (1) six months from the date of termination or (2)
the remaining time under the initial term of the employment agreement (subject
to a right of offset if Mr. Adams secures other employment during the period
that payment is continuing under the agreement). The employment agreement also
prohibits Mr. Adams from engaging in certain activities deemed competitive with
the Company or its affiliates during the duration of his employment with the
Company and for the longer of (1) a period of two years thereafter or (2) as
long as Mr. Adams continues to receive severance payments from the Company.
On May 17, 1999, Mr. Nulty entered into an employment agreement with
Navigant for a term of two years. The agreement provides that Mr. Nulty is
entitled to receive minimum annual compensation of $260,000. In addition, Mr.
Nulty is entitled to receive incentive bonuses as determined by the Company's
Board of Directors, accommodations in the Denver metropolitan area, reasonable
costs of an automobile for Mr. Nulty's use in the Denver metropolitan area,
commuting expenses for travel between Mr. Nulty's home in Orange County,
California, and the Denver metropolitan area, the stock options described
above, and all other perquisites and benefits customarily provided by the
Company to its employees. In the event that Mr. Nulty's employment is
terminated for any reason other than cause, Mr. Nulty's employment agreement
provides that Mr. Nulty is entitled to receive his base salary and medical
benefits for twenty-four months from the date of termination. The agreement
further provides that Mr. Nulty is entitled to receive his base salary and
medical benefits for twenty-four months following a change-of-control in the
Company, if Mr. Nulty terminates his employment as a result of such change-of-
control. The employment agreement also prohibits Mr. Nulty from engaging in
certain activities deemed competitive with the Company or its affiliates during
the duration of his employment with the Company and for the period of two years
thereafter.
On June 9, 1998, Mr. Griffith's employment agreement with PTC was assigned
to the Company and amended. As amended, the agreement provides for a term of
five years, and provides that Mr. Griffith is entitled to receive minimum
annual compensation of $200,000. In addition, Mr. Griffith is entitled to
receive incentive bonuses as determined by the Company's Board of Directors,
all perquisites and benefits customarily provided by the Company to its
employees and reimbursement for the actual cost of leasing an automobile for
business use (not to exceed $438 per month). In the event that Mr. Griffith's
employment is terminated for any reason other than cause, Mr. Griffith's
employment agreement provides that Mr. Griffith is entitled to receive
14
<PAGE>
his base salary and benefits for the longer of (1) four months from the date of
termination or (2) the remaining time under the initial term of the employment
agreement, subject to a right of offset if Mr. Griffith secures other
employment during the period that payment is continuing under the agreement.
The employment agreement also prohibits Mr. Griffith from engaging in certain
activities deemed competitive with the Company or its affiliates during the
duration of his employment with the Company and for the longer of (1) a period
of two years thereafter or (2) as long as Mr. Griffith continues to receive
severance payments from the Company.
On July 28, 1998, Mr. Arrington entered into an employment agreement with
Arrington Travel Center, Inc. ("Arrington Travel"). On October 15, 1999, Mr.
Arrington's employment agreement was amended by the parties to reflect Mr.
Arrington's resignation as an officer of Arrington and to modify certain other
terms. As amended, the agreement provides for a four-year term, with a base
salary of $250,000 per year. In addition, Mr. Arrington is entitled to
participate in any incentive bonus plan adopted by the Company for all of its
senior regional executives, and all perquisites and benefits customarily
provided by Arrington Travel to its employees. The employment agreement also
prohibits Mr. Arrington from engaging in certain activities deemed competitive
with Arrington Travel or its affiliates during the duration of his employment
with Arrington Travel or its affiliates and for the longer of (1) a period of
two years thereafter or (2) as long as Mr. Arrington continues to receive
severance payments from Arrington Travel.
Compensation Committee Interlocks and Insider Participation
The Board of Directors has created a Compensation Committee consisting of
Vassilios Sirpolaidis, Ned A. Minor and Paul J. Blackney. (Mr. Blackney
resigned from the Board effective May 5, 2000; his position will be filled by
the Board under the Company's by-laws.) The Compensation Committee is charged
with determining the compensation of all executive officers. No member of the
Compensation Committee has ever been an officer of the Company or any of its
subsidiaries.
Compensation Committee Report on Executive Compensation
The following report is submitted by the Compensation Committee, pursuant to
rules established by the Securities and Exchange Commission, and provides
certain information regarding compensation of the Company's executive officers.
Compensation Committee Report on Executive Compensation
The Compensation Committee establishes and reviews the compensation of the
Company's executive officers: Mr. Adams, Mr. Nulty, Mr. Griffith, Ms. Keating,
Mr. Shamon, Mr. Teagarden, Mr. Coffman and Mr. Over. The Compensation
Committee's goal is to design executive compensation packages that reward the
achievement of both short-term and long-term objectives of the Company, and
which are comparable to the packages available to similarly placed executives
within the corporate travel management industry and within companies of similar
size as the Company.
Compensation Policy. The Compensation Committee expects to adopt a
comprehensive policy in the 2000 fiscal year. In the meantime, the basic
components of executive compensation are base salary, expense allowances,
bonuses, and options. Base salary and expense allowances are set in light of
prevailing salaries and allowances for similarly placed executives within the
corporate travel management industry. Bonuses and the award of options reward
the achievement of the Company's short-term and long-term objectives.
Long Term Incentives. The Compensation Committee believes that the grant of
stock options is an appropriate method of compensating executives for the long-
term performance of the Company. The grant of stock options is intended to
reward these executives for their efforts in contributing to the dramatic
growth of the Company's business and to motivate the executives to continue to
contribute to such growth. Moreover, the Compensation Committee believes it was
appropriate to grant options at the levels granted during the 1999 fiscal year
in order to attract and retain executive officers of the caliber of these
individuals.
15
<PAGE>
Additional Bonus. The Compensation Committee believes that the award of
bonuses is an appropriate way to compensate executives for a significant
contribution to the Company's objectives, or for the attainment of results
beyond expectations. At this time, the Compensation Committee has not
recommended any bonuses for any of the executive officers. Nevertheless,
bonuses may be considered by the Compensation Committee in the future as
appropriate.
Chief Executive Officer Compensation for Fiscal Year 1999. Mr. Adams'
compensation in the previous fiscal year consisted of base salary, expense
allowances and options to purchase the Company's Common stock:
Base Salary was set in June of 1998, and was based primarily on prevailing
salaries in the corporate travel management industry. The Compensation
Committee also considered the increased duties and responsibilities Mr. Adams
would have to undertake following the Travel Distribution.
Expense Allowance was also set in June of 1998, and was based on prevailing
allowances in the corporate travel management industry.
Options. Prior to the travel Distribution, and as part of his employment
agreement with U.S. Office Products, Mr. Adams was awarded options to purchase
U.S. Office Products common stock. In connection with the Travel Distribution,
on June 10, 1998, Mr. Adams was awarded 376,500 options to purchase the
Company's Common Stock. These options were awarded to compensate Mr. Adams for
his efforts in the rapid growth of the Company and to motivate Mr. Adams to
continue to contribute to that growth.
Since setting Mr. Adams' initial compensation, the Compensation Committee
has not authorized any further compensation increases.
COMPENSATION COMMITTEE
Vassilios Sirpolaidis
Ned A. Minor
Paul J. Blackney
16
<PAGE>
Performance Graph
The following graph compares the stock price performance of the Company's
common stock for the period beginning June 9, 1998, the date of the Company's
initial public offering, and ending December 26, 1999, with the cumulative
total return for the same period of (i) the Russell 2000 and (ii) a selected
peer group. These comparisons assume an investment of $100 at the beginning of
the period and the reinvestment of dividends paid during the period, if
applicable.
Note: Management cautions that the stock price performance information shown
in the graph below may not be indicative of current stock price levels or
future stock price performance.
[Stock Performance Graph Here]
Plot Points for Stock Performance Graph
Jun-98 Dec-98 Mar-99 Jun-99 Sep-99 Dec-99
Navigant 100 63 67 88 84 131
Peer Group 100 65 40 39 41 35
Russell 100 90 87 98 93 107
The peer group selected by the Company consists of companies active in
certain sectors of the travel service industry, and which are publicly held.
The Company believes that each company within the peer group is the largest
publicly traded company in its respective sector. The Company believes that,
within its industry class, the assembly of a peer group is difficult because
the Company primarily competes with companies engaged in the corporate travel
management sector of the travel service industry, but which are not publicly
traded. The following companies comprise the peer group: Travel Services
International, Inc., Global Vacation Group, Inc. and Preview Travel, Inc. until
the announcement of their acquisition by Travelocity, Inc.
STOCKHOLDER PROPOSALS
Stockholder proposals for inclusion in the Company's proxy materials
relating to the next annual meeting of shareholders must be received by the
Company on or before January 19, 2001.
17
<PAGE>
1999 ANNUAL REPORT ON FORM 10-K
THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 26,
1999 ACCOMPANIES THIS PROXY STATEMENT, AND WAS FILED ELECTRONICALLY WITH THE
SECURITIES AND EXCHANGE COMMISSION. STOCKHOLDERS WHO WISH TO OBTAIN, WITHOUT
CHARGE, A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K (WITHOUT EXHIBITS)
SHOULD ADDRESS A WRITTEN REQUEST TO NAVIGANT INTERNATIONAL, INC., ATTENTION:
JUDY WILLIAMS, 84 INVERNESS CIRCLE EAST, ENGLEWOOD, CO 80112-5314. THE COMPANY
WILL PROVIDE COPIES OF THE EXHIBITS TO THE FORM 10-K UPON PAYMENT OF A
REASONABLE FEE.
OTHER BUSINESS
As of the date of this Proxy Statement, management was not aware of any
business not described above would be presented for consideration at the
Meeting. If any other business properly comes before the Meeting, it is
intended that the shares represented by proxies will be voted in respect
thereto in accordance with the judgment of the persons voting them.
The above Notice and Proxy Statement are sent by order of the Board of
Directors.
/S/ EUGENE A. OVER, JR.
EUGENE A. OVER, JR.
Vice President, General Counsel and
Secretary
Denver, Colorado
May 26, 2000
18
<PAGE>
PROXY
Proxy Solicited by the Board of Directors for the Annual Meeting of Stockholders
To be held June 20, 2000
The undersigned hereby appoints Edward S. Adams and Eugene A. Over, Jr., and
each of them, proxies of the undersigned, with full power of substitution, to
vote all shares of common stock of Navigant International, Inc., which the
undersigned is entitled to vote, at the Annual Meeting of Stockholders (the
"Meeting") to be held on Tuesday, June 20, 2000, at 9:00 a.m., Mountain Time, at
the Inverness Hotel and Golf Club, 200 Inverness Drive West, Englewood, Colorado
80112, and at any and all adjournments thereof for the following purposes:
(1) Election of Class II Directors:
_____ FOR the nominee listed below (except as marked to the contrary below)
_____ WITHHOLD AUTHORITY to vote for the nominee listed below
Ned A. Minor
_____ FOR the nominee listed below (except as marked to the contrary below)
_____ WITHHOLD AUTHORITY to vote for the nominee listed below
D. Craig Young
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, WRITE
THE NOMINEE'S NAME ON THE LINE IMMEDIATELY BELOW.)
____________________________________________________________________
(2) Approval and Ratification of PricewaterhouseCoopers LLP as the Company's
independent auditors for the 2000 fiscal year:
FOR__________ AGAINST__________ ABSTAIN__________
(3) In their discretion, the proxies are authorized to vote upon such other
business as properly may come before the Meeting.
20
<PAGE>
(back of card)
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
AS THE UNDERSIGNED STOCKHOLDER(S). IF NO DIRECTION IS INDICATED, THE SHARES
REPRESENTED BY THIS PROXY WILL BE VOTED AT THE MEETING "FOR" ELECTION OF THE
NOMINEES FOR DIRECTOR AS SELECTED BY THE BOARD OF DIRECTORS AND "FOR" APPROVAL
AND RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE
COMPANY'S INDEPENDENT AUDITORS.
The undersigned hereby acknowledges receipt of the Notice of Annual Meeting of
Stockholders and the Proxy Statement furnished therewith. The undersigned hereby
revokes any proxies given prior to the date reflected below.
Dated
__________________________________, 2000
________________________________________
SIGNATURE OF STOCKHOLDER
________________________________________
SIGNATURE OF STOCKHOLDER
________________________________________
TITLE (If signing as attorney, executor,
administrator, Trustee, guardian or
corporate official)
Please complete, date and sign exactly
as your name appears hereon. If shares
are held jointly, each holder should
sign. When signing as attorney,
executor, administrator, trustee,
guardian or corporate official, please
add your title.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. PLEASE SIGN AND
RETURN THIS PROXY IN THE ENCLOSED, SELF-ADDRESSED ENVELOPE TO AMERICAN STOCK
TRANSFER AND TRUST COMPANY, AS AGENT FOR THE COMPANY. THE GIVING OF A PROXY WILL
NOT AFFECT YOUR RIGHT TO VOTE IN PERSON IF YOU ATTEND THE MEETING.
21
