<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (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 Rule 14a-11(c) or Rule 14a-12.
Wink Communications, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if Other Than the Registrant)
Payment of filing fee (check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee 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:
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(4) Date Filed:
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<PAGE> 2
WINK COMMUNICATIONS, INC.
---------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 2, 2000
TO THE STOCKHOLDERS:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Wink
Communications, Inc., a Delaware corporation (the "Company"), will be held on
Tuesday, May 2, 2000 at 9:00 a.m., local time, at the Waterfront Plaza Hotel,
located at Ten Washington Street, Oakland, California 94607, for the following
purposes:
1. To elect four Class I directors for a term of three years, or until
their successors are duly elected and qualified.
2. To ratify the appointment of PricewaterhouseCoopers LLP as independent
accountants for the Company for the fiscal year ending December 31,
2000.
3. To transact such other business as may properly come before the meeting
or any adjournment thereof.
The foregoing items of business are more fully described in the Proxy
Statement accompanying this Notice.
Only stockholders of record at the close of business on March 6, 2000 are
entitled to notice of and to vote at the Annual Meeting.
All stockholders are cordially invited to attend the Annual Meeting in
person. However, to ensure your representation at the Annual Meeting, you are
urged to sign and return the enclosed proxy as promptly as possible in the
postage-prepaid envelope enclosed for that purpose. Any stockholder attending
the Annual Meeting may vote in person even if he or she has returned a proxy.
Sincerely,
Howard L. Schrott
Chief Financial Officer and
Senior Vice President
Alameda, California
March 2, 2000
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, YOU ARE REQUESTED TO COMPLETE AND
PROMPTLY RETURN THE ENCLOSED PROXY IN THE ENVELOPE PROVIDED.
<PAGE> 3
WINK COMMUNICATIONS, INC.
---------------------------
PROXY STATEMENT
FOR ANNUAL MEETING OF STOCKHOLDERS
---------------------------
PROCEDURAL MATTERS
GENERAL
The enclosed Proxy is solicited on behalf of Wink Communications, Inc. (the
"Company") for use at the Annual Meeting of Stockholders to be held on Tuesday,
May 2, 2000 at 9:00 a.m., local time, and at any adjournment thereof, for the
purposes set forth herein and in the accompanying Notice of Annual Meeting of
Stockholders.
The Annual Meeting will be held at the Waterfront Plaza Hotel, located at
Ten Washington Street, Oakland, California 94607. The Waterfront Plaza Hotel's
phone number is (510) 836-3800. The Company's telephone number is (510)
337-2950.
These proxy solicitation materials were mailed on or about March 31, 2000,
together with the Company's 1999 Annual Report to Stockholders, to all
stockholders entitled to vote at the meeting.
RECORD DATE
Stockholders of record at the close of business on March 6, 2000 (the
"Record Date") are entitled to notice of and to vote at the Annual Meeting. As
of the Record Date, approximately 30,607,000 shares of the Company's Common
Stock, $.001 par value, were issued and outstanding. For information regarding
security ownership by management and by the beneficial owners of more than 5% of
the Company's Common Stock, see "Beneficial Security Ownership of Management and
Certain Beneficial Owners."
REVOCABILITY OF PROXIES
Any proxy given pursuant to this solicitation may be revoked by the person
giving it at any time before its use by delivering to the Secretary of the
Company a written notice of revocation or a duly executed proxy bearing a later
date or by attending the meeting and voting in person.
VOTING AND SOLICITATION
Each stockholder is entitled to one vote for each share of Common Stock on
all matters presented at the Annual Meeting. Stockholders do not have the right
to cumulate their votes in the election of directors.
The cost of soliciting proxies will be borne by the Company. In addition,
the Company may reimburse brokerage firms and other persons representing
beneficial owners of shares for their expenses in forwarding solicitation
materials to such beneficial owners. Proxies may also be solicited by certain of
the Company's directors, officers and regular employees, without additional
compensation, personally or by telephone, telegram, letter or facsimile.
QUORUM; ABSTENTIONS; BROKER NON-VOTES
The presence, in person or by proxy, of the holders of a majority of the
shares entitled to be voted generally at the Annual Meeting is necessary to
constitute a quorum at the Annual Meeting. A plurality of the votes duly cast is
required for the election of directors. The affirmative vote of a majority of
the votes duly cast is required to ratify the appointment of auditors.
Under the General Corporation Law of the State of Delaware, an abstaining
vote and a broker "non-vote" are counted as present and entitled to vote and
are, therefore, included for purposes of determining
<PAGE> 4
whether a quorum of shares is present at a meeting. Neither abstentions nor
broker "non-votes" effect the election of directors as the vote required is a
plurality of the votes duly cast, which means that only affirmative votes will
effect the outcome of the election. Broker "non-votes" are not deemed to be
"votes cast." As a result, while abstentions are deemed to be "votes cast" and
will have the effect of votes in opposition of a given proposal, broker
"non-votes" are not included in the tabulation of the voting results on issues
requiring approval of a majority of the votes cast and, therefore, do not have
the effect of votes in opposition in such tabulations.
A broker "non-vote" occurs when a nominee holding shares for a beneficial
owner does not vote on a particular proposal because the nominee does not have
discretionary voting power with respect to that item and has not received
instructions from the beneficial owner.
DEADLINE FOR RECEIPT OF STOCKHOLDER PROPOSALS
Stockholders are entitled to present proposals for action at a forthcoming
meeting if they comply with the requirements of the proxy rules promulgated by
the Securities and Exchange Commission. Proposals of stockholders of the Company
which are intended to be included in the proxy statement and proxy card for the
Company's 2001 Annual Meeting of Stockholders must be received by the Company no
later than January 2, 2001 in order to be considered for inclusion in such proxy
materials. In addition, a stockholder who intends to present a proposal at the
Company's 2001 Annual Meeting of Stockholders without inclusion of the proposal
in the Company's proxy materials must provide written notice of such proposal to
the Company's Secretary no later than March 3, 2001. Discretionary authority
with respect to stockholder proposals submitted beyond March 3, 2000 is granted
by the execution of the enclosed proxy. Further, the Company reserves the right
to reject, rule out of order, or take other appropriate action with respect to
any proposal that does not comply with the foregoing requirements and other
requirements of the proxy rules promulgated by the Securities and Exchange
Commission. In order to avoid any dispute as to the date on which a proposal was
received by the Company, it is suggested that proponents submit their proposals
by certified mail, return receipt requested.
PROPOSAL NO. 1
ELECTION OF DIRECTORS
GENERAL
The Company's Bylaws authorize a Board of six to ten directors. The
authorized number of directors is currently fixed at nine members divided
equally into three classes, with members of each class holding office for
staggered three-year terms. Prior to the meeting, it is expected that the Bylaws
will be amended to provide for a Board of ten members and that Donald Ohlmeyer
will be elected by the Board as a fourth Class I director. There are currently
three Class I directors whose terms expire at this Annual Meeting, three Class
II directors whose terms expire in 2001, and three Class III directors whose
terms expire in 2002.
NOMINEES
Four Class I directors are to be elected at the Annual Meeting to serve for
three year terms or until that director's successor has been duly elected and
qualified. The Board of Directors has nominated Brian P. Dougherty, Bruce W.
Dunlevie, Lawton Fitt and Donald Ohlmeyer for election as Class I directors.
Unless otherwise instructed, the proxy holders will vote the proxies received by
them for the above nominees. Messrs. Dougherty and Dunlevie and Ms. Fitt are
currently directors of the Company. Although not a director of the Company as of
the mailing of this Proxy, Messr. Ohlmeyer is expected to be elected director by
the Board on April 13, 2000. This Proxy assumes Mr. Ohlmeyer will be a director
of the Company as of the Annual Meeting. In the event that any such nominee is
unable or declines to serve as a director at the time of the Annual Meeting, the
proxies will be voted for a nominee who shall be designated by the current Board
of Directors to fill the vacancy. The Company is not aware that any nominee will
be unable or will decline to serve as a director.
2
<PAGE> 5
INFORMATION REGARDING NOMINEES AND OTHER DIRECTORS
Set forth below is certain information regarding the nominees for directors
and each other director of the Company whose term of office continues after the
Annual Meeting.
NOMINEES FOR CLASS I DIRECTORS FOR A TERM EXPIRING IN 2003
<TABLE>
<CAPTION>
NAME AGE PRINCIPAL OCCUPATION AND BUSINESS EXPERIENCE
---- --- --------------------------------------------
<S> <C> <C>
Brian P. Dougherty................... 43 Brian P. Dougherty co-founded the Company in October
1994 and served as Chief Executive Officer of the
Company from inception until December 1996. Mr.
Dougherty has also served as the Chairman of the Board
of the Company since inception. Mr. Dougherty also
serves as Chief Technical Officer of the Company. Prior
to co-founding the Company, Mr. Dougherty founded
Geoworks, a software developer, in 1983 and served as
its Chief Executive Officer from September 1983 until
February 1993 and as its Chairman from September 1983
until May 1997 and director from September 1983 to
August 1999. Mr. Dougherty serves as a director of
Neomagic and Salon.com. Mr. Dougherty received a B.S.
degree in Electrical Engineering/Computer Science from
the University of California, Berkeley.
Bruce W. Dunlevie.................... 43 Bruce W. Dunlevie has served as a director of the
Company since March 1996. In May 1995, Mr. Dunlevie
founded Benchmark Capital LLC, a venture capital firm,
of which he is currently a Managing Member. From October
1989 to the present, he has served as a General Partner
of Merrill, Pickard, Anderson & Eyre, a venture capital
firm. Mr. Dunlevie is a director of Rambus Inc. and
several private companies. Mr. Dunlevie received a B.A.
degree from Rice University and an M.B.A. degree from
the Stanford Graduate School of Business.
Lawton Fitt.......................... 46 Lawton W. Fitt has served as a director of the Company
since January 2000. In July 1979, she joined Goldman,
Sachs & Co. where she is now a Managing Director. The
first ten years of Ms. Fitt's career at Goldman, Sachs &
Co. were spent in the Investment Banking Division in New
York and in London. In 1989, she joined the Equity
Capital Markets group where she became responsible for
the execution of IPO's and other equity financings,
concentrating on high technology companies. Ms. Fitt is
a member of the Board of Trustees of the Darden School
Foundation, the Board of Trustees of the P.S. 1
Contemporary Art Center in New York City, the Jane
Comfort Dance Company and Kunst Werke in Berlin. She
chairs the Corporate Finance Committee of the N.A.S.D.
Ms. Fitt received her A.B. in European History from
Brown University and an M.B.A. from the Darden School of
the University of Virginia.
</TABLE>
3
<PAGE> 6
<TABLE>
<CAPTION>
NAME AGE PRINCIPAL OCCUPATION AND BUSINESS EXPERIENCE
---- --- --------------------------------------------
<S> <C> <C>
Donald Ohlmeyer...................... 55 Donald Ohlmeyer recently joined ABC in March 2000 to
produce ABC Monday Night Football. Mr. Ohlmeyer served
as President, NBC West Coast, from February 1993 to
February 2000. He oversaw the activities of all of the
company's entertainment-related businesses, including
NBC Entertainment, NBC Studios and NBC Enterprises. Mr.
Ohlmeyer originally joined NBC as executive producer of
sports in 1977, from ABC where he had served as producer
and director of three Olympic broadcasts, produced ABC
Monday Night Football and worked extensively on ABC Wide
World of Sports. He left NBC Sports in 1982 to form
Ohlmeyer Communications Company, a full-service
advertising agency and marketing firm, as well as a
television consulting operation. He has been honored
with 15 Emmys, including one for Special Bulletin, which
was broadcast on the NBC Television Network and named
Outstanding Drama Special for the 1982-83 season. Mr.
Ohlmeyer is a member of the Board of Directors of
Championship Auto Racing Teams. Mr. Ohlmeyer is a
graduate of Notre Dame.
</TABLE>
INCUMBENT CLASS II DIRECTORS WHOSE TERMS EXPIRE IN 2001
<TABLE>
<CAPTION>
NAME AGE PRINCIPAL OCCUPATION AND BUSINESS EXPERIENCE
---- --- --------------------------------------------
<S> <C> <C>
Mary Agnes Wilderotter............... 45 Mary Agnes Wilderotter has served as President and Chief
Executive Officer and a director of the Company since
January 1997. From August 1995 to January 1997, Ms.
Wilderotter was the Executive Vice President of National
Operations and Chief Executive Officer of the Aviation
Communications Division of AT&T Wireless Services, Inc.,
a provider of wireless communications services in the
United States and a wholly owned subsidiary of AT&T
Corporation. Prior to her tenure at AT&T Wireless, Ms.
Wilderotter was Senior Vice President of McCaw Cellular
Communications, Inc. from October 1991 to August 1995
and Regional President of the California/Nevada/Hawaii
Region. McCaw became AT&T Wireless upon AT&T's
acquisition of McCaw. Prior to joining McCaw, Ms.
Wilderotter spent over 12 years in the cable industry.
Ms. Wilderotter serves as a director on the boards of
Airborne Freight Corporation, Gaylord Entertainment Co.,
American Tower Corp., The California Chamber of
Commerce, California Cable Television Association,
Allied Riser Community Corporation, Women in Cable and
Telecommunications, and Electric Lightwave. Ms.
Wilderotter is also a member of the Board of Trustees of
the College of the Holy Cross and the Walter Kaitz
Foundation. Ms. Wilderotter received a B.A. degree in
Economics and Business Administration from the College
of the Holy Cross.
</TABLE>
4
<PAGE> 7
<TABLE>
<CAPTION>
NAME AGE PRINCIPAL OCCUPATION AND BUSINESS EXPERIENCE
---- --- --------------------------------------------
<S> <C> <C>
Michael Fuchs........................ 54 Michael Fuchs has served as a director of the Company
since June 1998. Since November 1995, Mr. Fuchs has been
an investor and consultant in the media business. Mr.
Fuchs was Chairman and Chief Executive Officer of Home
Box Office, a division of Time Warner Entertainment
Company, L.P., from October 1984 until November 1995,
and Chairman and Chief Executive Officer of Warner Music
Group, a division of Time Warner Inc., from May 1995 to
November 1995. Mr. Fuchs is Chairman of autobytel.com,
Inc. Mr. Fuchs serves on the Board of Directors of
MyTurn.com. Mr. Fuchs holds a B.A. degree from Union
College and a J.D. degree from the New York University
School of Law.
William T. Schleyer.................. 48 William T. Schleyer has served as a director of the
Company since January 1998. Mr. Schleyer is currently
serving as Chairman of the Open Cable Initiative. From
October 1997 to June 1998, Mr. Schleyer served as an
advisor to US WEST Media Group. From November 1996 to
October 1997, Mr. Schleyer served as President and Chief
Operating Officer of MediaOne, the broadband services
arm of US WEST Media Group. From November 1994 to
November 1996, Mr. Schleyer was President and Chief
Operating Officer of Continental Cablevision, Inc.
before the company's acquisition by US WEST Media Group
in November 1996. Continental became MediaOne in May
1997. Mr. Schleyer serves on the Board of Directors and
executive committee of Cable Television Laboratories,
Inc., a research and development consortium of cable
system operators. He serves on the Board of Directors of
Rogers Communications, Inc., a Canadian cable operator,
and Antec Corporation, a supplier of goods and services
to cable and television industries. Mr. Schleyer
received a B.S. degree in Mechanical Engineering from
Drexel University and an M.B.A. degree from Harvard
Business School.
</TABLE>
5
<PAGE> 8
INCUMBENT CLASS III DIRECTORS WHOSE TERMS EXPIRE IN 2002
<TABLE>
<CAPTION>
NAME AGE PRINCIPAL OCCUPATION AND BUSINESS EXPERIENCE
---- --- --------------------------------------------
<S> <C> <C>
Jeffrey H. Coats..................... 42 Jeffrey H. Coats has served as a director of the Company
since June 1997. Since July 1999, Mr. Coats has served
as a Founder and Managing Director of the T. H. Lee,
Putnam Internet Fund. From April 1996 to July 1999, Mr.
Coats served as Managing Director of GE Capital Equity
Capital Group, Inc., a wholly owned subsidiary of
General Electric Capital Corporation. From September
1991 to April 1993, Mr. Coats was also a Managing
Director of GE Capital Corporate Finance Group, Inc., a
wholly owned subsidiary of General Electric Capital
Corporation. From February 1994 to April 1996, Mr. Coats
served as President of Maverick Capital Equity Partners,
LLC, and from May 1993 to January 1994, Mr. Coats was a
Managing Director with Veritas Capital, Inc., both of
which are investment firms. Mr. Coats is the Chairman of
the Board of The Hastings Group, Inc., which filed for
Chapter 11 bankruptcy in October 1995 and confirmed a
plan of liquidation in December 1997. Mr. Coats is a
director of Krause's Furniture, Inc., autobytel.com,
Inc. and The Museum Company, Inc. Mr. Coats holds a
B.B.A. in Finance from the University of Georgia and an
M.A. in International Management in Finance from the
American Graduate School of International Management.
F. Philip Handy...................... 55 F. Philip Handy has served as a director of the Company
since June 1997. Mr. Handy is a private investor who is
currently in partnership with Equity Group Investments.
Mr. Handy was Managing Director of EGI Corporate
Investments, a diversified management and investment
business from June 1997 until December 1998. Previously,
he was Partner of Winter Park Capital Company, a private
investment firm, from June 1980 until May 1997. Mr.
Handy is a director of Anixter International, Inc.,
Chart House Enterprises, Inc., Transmedia Network, Inc.
and Davel Communications. Mr. Handy received an A.B.
degree in Economics from Princeton University and an
M.B.A. degree from Harvard Business School.
Hidetaka (Hank) Yamamoto............. 57 Hidetaka (Hank) Yamamoto has served as a director of the
Company since February 1995. Mr. Yamamoto has been
employed by Toshiba Corporation since 1966, most
recently as a General Manager, New Business Development,
of Toshiba's Information and Industrial Systems Company.
Mr. Yamamoto received a Bachelor of Economics degree
from the University of Tokyo and an M.B.A. degree from
the Graduate School of Business at the University of
Chicago.
</TABLE>
BOARD MEETINGS AND COMMITTEES
The Board of Directors held a total of six meetings (including regularly
scheduled and special meetings) during fiscal 1999. No incumbent director during
the last fiscal year, while a member of the Board of Directors, attended fewer
than 75% of (i) the total number of meetings of the Board of Directors or (ii)
the total number of meetings held by all committees on which such director
served.
6
<PAGE> 9
The Board of Directors of the Company has two standing committees: an Audit
Committee and a Compensation Committee. It does not have a nominating committee
or a committee performing the functions of a nominating committee.
The Audit Committee currently consists of Messrs. Coats and Yamamoto and
Ms. Fitt. The Audit Committee reviews and monitors the corporate financial
reporting and the internal and external audits of the Company, including, among
other things, the audit and control functions, the results and scope of the
annual audit and other services provided by the Company's independent
accountants and the Company's compliance with legal matters that have a
significant impact on its financial reports. The Audit Committee also consults
with the Company's management and the Company's independent accountants prior to
the presentation of financial statements to stockholders and, as appropriate,
initiates inquiries into aspects of the Company's financial affairs. In
addition, the Audit Committee has the responsibility to consider and recommend
the appointment of, and to review fee arrangements with, the Company's
independent accountants. The Audit Committee held one meeting during fiscal
1999.
The Compensation Committee currently consists of Messrs. Dunlevie, Fuchs,
Handy and Schleyer. The Compensation Committee reviews and makes recommendations
to the Board regarding all forms of compensation provided to the executive
officers and directors of the Company, including stock compensation and loans.
In addition, the Compensation Committee reviews and makes recommendations on
bonus and stock compensation arrangements for the Company's employees. As part
of the foregoing, the Compensation Committee also administers the Company's 1994
Stock Plan, 1999 Stock Plan and 1999 Employee Stock Purchase Plan. The
Compensation Committee held one meeting during fiscal 1999.
DIRECTOR COMPENSATION
Except for reimbursements received by non-employee directors for expenses
incurred in attending board meetings, directors of the Company do not receive
cash compensation for their services as directors.
Under the Company's 1999 Director Option Plan, each new non-employee
director who joins the Company is entitled to receive an option to purchase
40,000 shares of the Common Stock. In addition, each current and future
non-employee director is entitled to receive an additional option to purchase
40,000 shares of Common Stock four years after the grant of such person's last
option, provided that he or she has served on the Board continuously during such
period. All options granted under the 1999 Director Option Plan will become
exercisable over a four-year period at the rate of 25% per year. The exercise
price per share for all options granted under the 1999 Director Option Plan is
equal to the fair market value of the Common Stock on the date of grant.
REQUIRED VOTE
The four nominees receiving the highest number of affirmative votes of the
shares present or represented and entitled to be voted for them shall be elected
as directors, whether or not such affirmative votes constitute a majority of the
shares voted. Votes withheld from any director are counted for purposes of
determining the presence or absence of a quorum for the transaction of business,
but they have no legal effect under Delaware law.
MANAGEMENT RECOMMENDS A VOTE FOR THE NOMINEES LISTED ABOVE.
PROPOSAL NO. 2
RATIFICATION OF APPOINTMENT OF INDEPENDENT ACCOUNTANTS
The Board of Directors has selected PricewaterhouseCoopers LLP, independent
accountants, to audit the financial statements of the Company for the fiscal
year ending December 31, 2000. PricewaterhouseCoopers LLP has audited the
Company's financial statements since 1994. A representative of
PricewaterhouseCoopers LLP is expected to be present at the meeting, will have
the opportunity to make a statement, and is expected to be available to respond
to appropriate questions.
7
<PAGE> 10
REQUIRED VOTE
The Board of Directors has conditioned its appointment of the Company's
independent accountants upon the receipt of the affirmative vote of a majority
of the shares represented, in person or by proxy, and voting at the Annual
Meeting. In the event that the stockholders do not approve the selection of
PricewaterhouseCoopers LLP, the appointment of the independent accountants will
be reconsidered by the Board of Directors. The effect of an abstention is the
same as a vote against the ratification of the appointment of the independent
accountants.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE RATIFICATION OF THE APPOINTMENT
OF PRICEWATERHOUSECOOPERS LLP, AS INDEPENDENT ACCOUNTANTS FOR FISCAL YEAR ENDING
DECEMBER 31, 2000.
BENEFICIAL SECURITY OWNERSHIP OF MANAGEMENT
AND CERTAIN BENEFICIAL OWNERS
The following table sets forth the beneficial ownership of Common Stock of
the Company as of March 6, 2000 for the following: (i) each person or entity who
is known by the Company to own beneficially more than 5% of the outstanding
shares of the Company's Common Stock; (ii) each of the Company's directors;
(iii) the Company's Chief Executive Officer and each of the officers named in
the Summary Compensation Table on page 11; and (iv) all directors and executive
officers of the Company as a group.
<TABLE>
<CAPTION>
SHARES PERCENTAGE
BENEFICIALLY BENEFICIALLY
5% STOCKHOLDERS, DIRECTORS AND OFFICERS OWNED(1) OWNED(1)
--------------------------------------- ------------ ------------
<S> <C> <C>
5% STOCKHOLDERS(2)
Brian P. Dougherty(3)....................................... 3,969,500 13.0%
Microsoft Corporation(4).................................... 3,000,000 9.8%
One Microsoft Way
Redmond, WA 98052
Entities Associated with General Electric................... 2,041,250 6.7%
Capital Corporation(5)
120 Long Ridge Road
Stamford, CT 06927
DIRECTORS AND NAMED OFFICERS
Mary Agnes Wilderotter(6)................................... 1,099,583 3.7%
Allan C. Thygesen(7)........................................ 75,208 *
Timothy V. Travaille(8)..................................... 56,442 *
Charles McCullough(9)....................................... 8,950 *
Katherine Sullivan(10)...................................... 6,771 *
Howard L. Schrott(11)....................................... 250,000 *
Bruce Dunlevie(12).......................................... 20,000 *
Jeffrey H. Coats(13)........................................ 20,000 *
Lawton Fitt................................................. -- *
Michael Fuchs(14)........................................... 347,500 1.2%
F. Philip Handy(15)......................................... 102,006 *
Donald Ohlmeyer............................................. -- *
William Schleyer(16)........................................ 89,500 *
Hidetaka Yamamoto........................................... 2,500 *
ALL DIRECTORS AND EXECUTIVE OFFICERS AS A GROUP
(15 persons)(17),(18)..................................... 6,047,960 19.6%
</TABLE>
- -------------------------
* Less than 1%
(1) The number and percentage of shares beneficially owned is determined under
rules of the Securities and Exchange Commission ("SEC"), and the
information is not necessarily indicative of beneficial
8
<PAGE> 11
ownership for any other purpose. Under such rules, beneficial ownership includes
any shares as to which the individual has sole or shared voting power or
investment power and also any shares which the individual has the right to
acquire within sixty days of March 6, 2000 through the exercise of any
stock option or other right. Unless otherwise indicated in the footnotes,
each person has sole voting and investment power (or shares such powers)
with respect to the shares shown as beneficially owned.
(2) This information was obtained from filings made with the SEC pursuant to
Sections 13(d) or 13(g) of the Exchange Act.
(3) Represents shares held of record in the name of Mr. Dougherty's family
trust.
(4) Includes 500,000 shares subject to a currently exercisable warrant.
(5) Includes 1,466,250 shares subject to currently exercisable warrants held by
General Electric Capital Corporation, 550,000 shares subject to a currently
exercisable warrant held by NBC Multimedia, Inc. and 25,000 shares held by
CNBC, Inc.
(6) At March 6, 2000, 764,729 shares held by Ms. Wilderotter were vested, and
257,604 shares were subject to a right of repurchase in favor of the
Company, which right lapses over time. Also includes 77,250 shares subject
to stock options exercisable within 60 days of March 6, 2000.
(7) Includes 66,458 shares subject to stock options exercisable within 60 days
of March 6, 2000.
(8) Includes 29,959 shares subject to stock options exercisable within 60 days
of March 6, 2000.
(9) Includes 3,375 shares subject to stock options exercisable within 60 days
of March 6, 2000.
(10) Includes 6,771 shares subject to stock options exercisable within 60 days
of March 6, 2000.
(11) At March 6, 2000, no shares held by Mr. Schrott were vested therefore all
shares were subject to a right of repurchase in favor of the Company, which
right lapses over time.
(12) Includes 20,000 shares subject to stock options exercisable within 60 days
of March 6, 2000.
(13) Includes 20,000 shares subject to stock options exercisable within 60 days
of March 6, 2000.
(14) Includes 10,000 shares subject to stock options exercisable within 60 days
of March 6, 2000.
(15) Includes 92,006 shares that represent: 42,256 shares owned by HHS
Partnership where Mr. Handy is a General Partner and where beneficial
ownership of 28.84% of these shares is expressly disclaimed; 100 shares
owned by Gail S. Handy, the wife of F. Philip Handy; 46,650 shares owned by
Blaine Trust of which Mr. Handy is the co-trustee and sole beneficiary; and
3,000 shares owned by the Handy Family Partnership, Ltd., of which Mr.
Handy is the sole stockholder of the corporate general partner with a 1%
interest in the partnership and where beneficial ownership of 99% of these
shares is expressly disclaimed. Also includes 10,000 shares subject to
stock options exercisable within 60 days of March 6, 2000.
(16) Includes 20,000 shares subject to stock options exercisable within 60 days
of December 31, 1999.
(17) Unless indicated above, the address for each listed stockholder is c/o Wink
Communications, Inc., 1001 Marina Village Parkway, Alameda, CA 94501.
(18) Includes 253,813 shares issuable upon the exercise of stock option
exercisable within 60 days of March 6, 2000.
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
Section 16(a) of the Exchange Act requires that the Company's officers and
directors, and persons who own more than ten percent of a registered class of
the Company's equity securities, file reports of ownership on Form 3 and changes
in ownership on Form 4 or Form 5 with the Securities and Exchange Commission
(the "SEC") and the National Association of Securities Dealers, Inc. Such
officers, directors and ten-percent stockholders are also required by SEC rules
to furnish the Company with copies of all such forms that they file.
Based solely on its review of the copies of such forms received, or written
representations, made to the Company, the Company believes that during fiscal
1999 its officers, directors and ten-percent stockholders
9
<PAGE> 12
complied with all Section 16(a) filing requirements with the exception of the
delinquent filings of one Form 3 and one Form 4 during 1999.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Company's Compensation Committee was formed in 1999 and is currently
composed of Messrs. Dunlevie, Fuchs, Handy, and Schleyer. No interlocking
relationship exists between any member of the Company's Board of Directors or
Compensation Committee and any member of the board of directors or compensation
committee of any other company, nor has any such interlocking relationship
existed in the past. No member of the Compensation Committee is or was formerly
an officer or an employee of the Company or its subsidiaries, with the exception
of the Stock Committee (see "Report of the Compensation Committee of the Board
of Directors").
EXECUTIVE OFFICER COMPENSATION
SUMMARY COMPENSATION TABLE
The following table shows, as to the Chief Executive Officer and each of
the four other most highly compensated executive officers whose salary plus
bonus exceeded $100,000 during the last fiscal year, information concerning
compensation paid for services to the Company in all capacities during fiscal
1999.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
AWARDS
------------------------
ANNUAL COMPENSATION RESTRICTED SECURITIES
--------------------- STOCK UNDERLYING
NAME AND PRINCIPAL POSITION SALARY($) BONUS($) AWARDS(#) OPTIONS(#)
--------------------------- --------- -------- ---------- ----------
<S> <C> <C> <C> <C>
Mary Agnes Wilderotter
President and Chief Executive Officer............. $250,000 $100,000 -- 500,000
Allan C. Thygesen
Executive Vice President,
Sales and Business Development.................... $150,000 $435,900 -- 50,000
Timothy V. Travaille
Senior Vice President,
Operations and Deployment......................... $160,008 $371,900 -- 50,000
Katherine Sullivan
Senior Vice President,
Marketing and People Development.................. $126,250 $ 26,063 -- 100,000
Howard L. Schrott
Senior Vice President,
Chief Financial Officer........................... $109,380 $ 60,000 250,000 --
</TABLE>
The bonuses, restricted stock awards and option grants described above
include amounts paid or granted in 1999 with respect to fiscal 1998 with the
exception of Mr. Schrott whose restricted stock grant is related to 1999. Bonus
amounts for Mr. Thygesen and Mr. Travaille include the money value of stock
bonuses paid in lieu of cash bonuses. The value of Mr. Thygesen's stock bonus
was $300,000. The value of Mr. Travaille's stock bonus was $300,000. These
values were based upon a fair market value determined by the Board of Directors
to be $12.00. All stock bonuses were fully vested at issuance.
10
<PAGE> 13
OPTION GRANTS IN LAST FISCAL YEAR
The following table shows, as to each of the officers named in the Summary
Compensation Table, information concerning stock options granted during the
fiscal year ended December 31, 1999.
OPTION GRANTS IN FISCAL 1999
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
----------------------------------------------------- POTENTIAL REALIZABLE VALUE
NUMBER OF PERCENT OF AT ASSUMED ANNUAL RATES OF
SECURITIES TOTAL OPTIONS STOCK PRICE APPRECIATION FOR
UNDERLYING GRANTED TO OPTION TERM
OPTIONS EMPLOYEES IN EXERCISE EXPIRATION ----------------------------
NAME GRANTED FISCAL YEAR PRICE DATE 5% 10%
---- ---------- ------------- -------- ---------- -- ---
<S> <C> <C> <C> <C> <C> <C>
Mary Agnes Wilderotter...... 500,000 22.1% $8.00 5/17/09 $2,515,579 $6,374,970
Allan C. Thygesen........... 75,000 3.3% 8.00 5/17/09 377,337 956,245
40,000 1.8% 8.00 1/31/09 201,246 509,998
Timothy V. Travaille........ 75,000 3.3% 8.00 5/17/09 377,337 956,245
40,000 1.8% 8.00 1/31/09 201,246 509,998
Katherine Sullivan.......... 100,000 4.4% 8.00 5/17/09 503,116 1,274,994
25,000 1.1% 8.00 1/31/09 125,779 318,748
Howard Schrott.............. -- -- -- -- -- --
</TABLE>
- -------------------------
In reviewing the information above, please note:
* Options granted under the 1994 Stock Plan are incentive stock options or
nonqualified stock options and have exercise prices equal to the fair market
value of our Common Stock on the date of grant, as determined by the Board of
Directors on the date of grant.
** All options have ten-year terms and vest over a period of four years at a
rate of 1/4 of the shares after the first year and 1/48 of the shares per
month thereafter.
See "Certain Transactions -- Employment Offer Letters and Severance
Arrangements."
Under rules promulgated by the Securities and Exchange Commission, the
amounts in the two columns on the far right of the above table represent the
hypothetical gain or "option spread" that would exist for the options in this
table based on assumed stock price appreciation from the date of grant until the
end of such options' ten-year term at assumed annual rates of 5% and 10%
increases over the exercise price (which equaled the fair market value on date
of grant). The 5% and 10% assumed annual rates of appreciation are specified in
SEC rules and do not represent the Company's estimate or projection of future
stock price growth. The Company does not necessarily agree that this method can
properly determine the value of an option. Actual gains, if any, on stock option
exercises depend on numerous factors, including the Company's future
performance, overall market conditions and the option holder's continued
employment with the Company throughout the entire vesting period and option
term, which factors are not reflected in this table.
OPTION EXERCISES AND HOLDINGS
The following table sets forth, for each of the officers in the Summary
Compensation Table, certain information concerning stock options exercised
during fiscal 1999, and the number of shares subject to both exercisable and
unexercisable stock options as of December 31, 1999. Also reported are values
for "in-the-money" options, which represent the positive spread between the
respective exercise prices of
11
<PAGE> 14
outstanding stock options and the fair market value of the Company's Common
Stock as of December 31, 1999.
AGGREGATED OPTION EXERCISES IN FISCAL 1999 AND FISCAL 1999 YEAR-END OPTION
VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS AT
SHARES OPTIONS AT FISCAL YEAR END FISCAL YEAR END($)(1)
ACQUIRED ON VALUE ---------------------------- ----------------------------
NAME EXERCISE(#) REALIZED($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- ----------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Mary Agnes Wilderotter...... -- -- 68,917 552,083 $3,779,487 $28,949,773
Allan C. Thygesen........... -- -- 136,459 168,541 8,001,144 9,017,156
Timothy V. Travaille........ 20,000 $224,000 70,625 194,375 4,071,488 10,544,413
Katherine Sullivan.......... -- -- 42,188 157,812 2,449,435 8,412,565
</TABLE>
- -------------------------
(1) Market value of underlying securities based on the closing price of
Company's Common Stock on December 31, 1999 (the last trading day of fiscal
1999) on the Nasdaq National Market of $60.063 minus the exercise price.
CERTAIN TRANSACTIONS
The following sets forth certain transactions between the Company and its
directors, executive officers and 5% stockholders and their affiliates. The
Company believes that each of the transactions described below was on terms no
less favorable to the Company than could have been obtained from unaffiliated
third parties.
SERIES D PREFERRED STOCK FINANCING
In June and July 1999, the Company sold an aggregate of 4,958,333 shares of
Series D preferred stock at a price of $12.00 per share. The purchasers of
Series D preferred stock and warrants include, among others, the following
entities affiliated with holders of more than five percent of our voting
securities:
<TABLE>
<CAPTION>
SHARES OF
SERIES D
PREFERRED
---------
<S> <C>
General Instrument Corporation.............................. 166,667
Microsoft Corporation....................................... 2,500,000
</TABLE>
COMMERCIAL RELATIONSHIPS AND AGREEMENT WITH PRINCIPAL STOCKHOLDERS
In May 1999, the Company entered into an agreement with Microsoft pursuant
to which Microsoft agreed to collaborate with the Company to develop, market and
distribute Wink Enhanced Broadcasting. Pursuant to this agreement, the Company
agreed to pay Microsoft a portion of the revenues it receives relating to
responses to Wink-enhanced advertising and programming broadcast through
Microsoft's television platforms and to provide Microsoft with certain minimum
revenue guarantees. In addition, in connection with these agreements, the
Company issued to Microsoft a warrant to purchase 500,000 shares of Common
Stock. This warrant expires in 2004 and has an exercise price of $12.00.
CERTAIN SALES AND OPTION GRANTS TO EXECUTIVE OFFICERS AND DIRECTORS
On May 17, 1999, the Company sold 250,000 shares of common stock at a price
of $8.00 per share to Howard L. Schrott, the Company's Chief Financial Officer
and Senior Vice President. The Company has the right to repurchase the shares at
cost in the event Mr. Schrott's services to the Company terminate, which right
lapses progressively over four years after the date of purchase. Mr. Schrott
paid for the shares with a full-recourse, ten-year $2,000,000 promissory note,
secured by the purchased shares pursuant to a security agreement entered into on
the same date. The note bears interest at a rate of 6.4% per annum. The
aggregate outstanding principal and interest on December 31, 1999 was
$2,079,576. See "-- Employment Offer Letters and Severance Arrangements."
12
<PAGE> 15
On May 17, 1999, the Board of Directors granted to each of Ms. Wilderotter,
Ms. Sullivan, Mr. Thygesen and Mr. Travaille, each executive officers of the
Company, options to purchase 500,000, 100,000, 75,000 and 75,000 shares of
Common Stock, respectively, at an exercise price of $8.00 per share. All the
options become exercisable over a four-year period at the rate of 25% after the
first year and 1/48 per month thereafter.
On June 1, 1999, Mr. Thygesen and Mr. Travaille each received a stock bonus
of 25,000 shares. The Board of Directors determined that the fair market value
of each bonus was $300,000.
EMPLOYMENT OFFER LETTERS AND SEVERANCE ARRANGEMENTS
In October 1996, the Company entered into an employment offer letter with
Ms. Wilderotter under which, if she is terminated without cause, Ms. Wilderotter
will be entitled to severance compensation at a $325,000 annual salary level for
one year or until Ms. Wilderotter finds new employment. In addition, in the
event the Company is acquired by or merged into another company prior to Ms.
Wilderotter's shares fully vesting, the Company's repurchase right will lapse as
to 50% of Ms. Wilderotter's unvested shares and if Ms. Wilderotter is terminated
other than for cause within one year after such an event, the Company's
repurchase right will lapse entirely.
In May 1999, the Company entered into an employment offer letter with Mr.
Schrott under which, if he is terminated without cause prior to May 2000, Mr.
Schrott will be entitled to six months of severance compensation equivalent to
Mr. Schrott's base salary, which salary is $200,000 per year. In addition, in
the event the Company is acquired by or merged into another company prior to Mr.
Schrott's shares fully vesting, the Company's repurchase right will lapse as to
50% of Mr. Schrott's unvested shares and if Mr. Schrott is terminated other than
for cause within one year after such an event, the Company's repurchase right
will lapse entirely.
In October 1997, the Company entered into an employment offer letter with
its previous chief financial officer, under which, if he were terminated without
cause, he would have been entitled to six months of severance compensation
equivalent to his base salary, which salary was $175,000 per year. At
approximately the same time, the officer purchased 215,000 shares of common
stock at $2.00 per share. The Company retained the right to repurchase such
shares at cost upon the officer's termination of employment, which right lapsed
progressively over four years from the start of his employment. Such arrangement
was amended upon the officer's resignation in January 1999 to provide for
accelerated vesting of shares during a three-month consulting period ended April
3, 1999, at the end of which the Company repurchased 122,292 shares at cost. The
officer also received $87,500 as part of his resignation compensation.
INDEMNIFICATION AGREEMENTS
The Company has entered into Indemnification Agreements with each of its
executive officers and directors. Such agreements require the Company to
indemnify such individuals to the fullest extent permitted by Delaware law.
REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS
The Compensation Committee of the Board of Directors (the "Committee")
consists of directors Messrs. Dunlevie, Fuchs, Handy and Schleyer, none of whom
is an employee or officer of the Company. The Committee sets policy and
administers the Company's cash and equity incentive programs for the purpose of
attracting and retaining highly skilled executives who will promote the
Company's business goals and build long-term stockholder value. The Committee is
also responsible for reviewing and making recommendations to the Board of
Directors regarding all forms of compensation to be provided to the executive
officers and directors of the Company, including stock compensation and loans,
and all bonus and stock compensation to all employees.
To the extent appropriate, the Company intends to take the necessary steps
to conform its compensation practices to comply with the $1 million compensation
deduction cap under Section 162(m) of the Internal Revenue Code of 1986, as
amended.
13
<PAGE> 16
COMPENSATION PHILOSOPHY AND POLICIES
The policy of the Committee is to attract and retain key personnel through
the payment of competitive base salaries and to encourage and reward performance
through bonuses and stock ownership. The Committee's objectives are to:
- ensure that the executive team has clear goals and accountability with
respect to corporate performance;
- establish pay opportunities that are competitive based on prevailing
practices for the industry, the Company's stage of growth, and the labor
markets in which the Company operates;
- independently assess operating results on a regular basis in light of
expected Company performance; and
- align pay incentives with the long-term interests of the Company's
stockholders.
ELEMENTS OF COMPENSATION
Compensation for officers and key employees includes both cash and equity
elements.
Cash compensation consists of base salary, which is determined on the basis
of the level of responsibility, expertise and experience of the employee, and
competitive conditions in the industry. The Committee believes that the salaries
of its officers fall within the industry norm. In addition, cash bonuses may be
awarded to officers and other key employees. Compensation of sales personnel
also includes sales commissions tied to quarterly targets.
Ownership of the Company's Common Stock is a key element of executive
compensation. Officers and other employees of the Company are eligible to
participate in the 1994 Stock Plan and 1999 Stock Plan and the 1999 Employee
Stock Purchase Plan. The Stock Plans permit the Board of Directors or the
Committee to grant stock options to employees on such terms as the Board or the
Committee may determine. The Committee has the sole authority to grant stock
options to executive officers of the Company. The Committee has formed a
subcommittee, the Stock Committee, to administer and approve stock option grants
to certain employees and contractors. The Stock Committee consists of directors
Messrs. Dunlevie and Dougherty and Ms. Wilderotter. The Stock Committee does not
approve the grant of options to executive officers.
In determining the size of a stock option grant to a new officer or other
key employee, the Committee takes into account equity participation by
comparable employees within the Company, external competitive circumstances and
other relevant factors. Additional options may be granted to current employees
to reward exceptional performance or to provide additional unvested equity
incentives. The Stock Plans also permit the Board to grant restricted stock
purchase awards and stock bonuses. The Purchase Plan permits employees to
acquire Common Stock of the Company through payroll deductions and promotes
broad-based equity participation throughout the Company. The Committee believes
that all these plans align the interests of the employees with the long-term
interests of the stockholders.
The Company also maintains a 401(k) Plan to provide retirement benefits
through tax deferred salary deductions for all its employees.
1999 EXECUTIVE COMPENSATION
Executive compensation for 1999 included base salary, cash and equity-based
incentive compensation and, in the case of sales executives, sales commissions.
Cash incentive compensation is designed to motivate executives to attain
corporate, business unit and individual goals. The Company's policy is to have a
significant portion of an executive's total compensation at risk based on the
Company's overall performance. Executive officers, like other employees, were
eligible for option grants under the Option Plan.
14
<PAGE> 17
CHIEF EXECUTIVE OFFICER COMPENSATION
Compensation for the Chief Executive Officer is determined by a process
similar to that discussed above for executive officers. The Chief Executive
Officer's target base pay level has been analyzed using data for comparable
companies. Ms. Wilderotter receives no other material compensation or benefits
not provided to all executive officers.
DEDUCTIBILITY OF COMPENSATION
The Committee has considered the potential impact of Section 162(m) of the
Internal Revenue Code of 1986, as amended, which limits the tax deductibility of
cash compensation paid to individual executive officers to $1 million per
officer. The cash compensation to be paid to the Company's executive officers in
fiscal 2000 is not expected to exceed the $1 million limit per individual
officer.
COMPENSATION COMMITTEE
OF THE BOARD OF DIRECTORS
Bruce W. Dunlevie
Michael Fuchs
F. Philip Handy
William T. Schleyer
15
<PAGE> 18
COMPARISON OF TOTAL CUMULATIVE STOCKHOLDER RETURN
The following graph sets forth the Company's total cumulative stockholder
return as compared to the Standard & Poor's 500 Index and the Nasdaq Composite
Index for the period August 19, 1999 (the date of the Company's initial public
offering) through December 31, 1999. Total stockholder return assumes $100
invested at the beginning of the period in the Common Stock of the Company, the
stock represented in the Standard & Poor's 500 Index and the stocks represented
in the Nasdaq Composite Index, respectively.
COMPARISON OF 4 MONTH CUMULATIVE TOTAL RETURN*
AMONG WINK COMMUNICATIONS, INC., THE S&P 500 INDEX
AND THE NASDAQ COMPOSITE INDEX
[PERFORMANCE GRAPH]
<TABLE>
<CAPTION>
WINK COMMUNICATIONS, INC. S&P 500 INDEX NASDAQ COMPOSITE INDEX
------------------------- ------------- ----------------------
<S> <C> <C> <C>
8/19/99 100.00 100.00 100.00
Aug 99 254.69 99.76 104.50
Sep 99 273.06 96.91 104.76
Oct 99 219.56 102.97 113.16
Nov 99 271.88 104.95 127.26
Dec 99 375.38 111.00 155.23
</TABLE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
8/19/1999 AUG 99 SEP 99 OCT 99 NOV 99 DEC 99
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
WINK COMMUNICATIONS, INC. 100.00 254.69 273.06 219.56 271.88 375.38
- --------------------------------------------------------------------------------------------------------------------
S&P 500 INDEX 100.00 99.76 96.91 102.97 104.95 111.00
- --------------------------------------------------------------------------------------------------------------------
NASDAQ COMPOSITE INDEX 100.00 104.50 104.76 113.16 127.26 155.23
- --------------------------------------------------------------------------------------------------------------------
</TABLE>
- -------------------------
* $100 invested on August 19, 1999 in Stock or Index including reinvestment of
dividends. Fiscal year ending December 31.
16
<PAGE> 19
OTHER MATTERS
The Company knows of no other matters to be submitted to the meeting. If
any other matters properly come before the meeting, it is the intention of the
persons named in the enclosed proxy card to vote the shares they represent as
the Board of Directors may recommend.
It is important that your shares be represented at the meeting, regardless
of the number of shares which you hold. You are, therefore, urged to execute and
return, at your earliest convenience, the accompanying proxy card in the
envelope which has been enclosed.
THE BOARD OF DIRECTORS
Alameda, California
March 31, 2000
17
<PAGE> 20
APPENDIX A
PROXY
WINK COMMUNICATIONS, INC.
ANNUAL MEETING OF STOCKHOLDERS, MAY 2, 2000
THIS PROXY IS SOLICITED ON BEHALF OF THE
BOARD OF DIRECTORS OF WINK COMMUNICATIONS, INC.
PROXY - The undersigned stockholder of Wink Communications, Inc., a
Delaware corporation, hereby acknowledges receipt of the 1999 Annual Report to
Stockholders and the Notice of Annual Meeting of Stockholders and the Proxy
Statement, each dated March 31, 2000, for the Annual Meeting of Stockholders of
Wink Communications, Inc. to be held on May 2, 2000 at 9:00 a.m., local time at
the Waterfront Plaza Hotel, located at Ten Washington Street, Oakland,
California 94607, and revoking all prior proxies, hereby appoints Maggie
Wilderotter and Howard Schrott, and each of them, as proxies and
attorneys-in-fact, each with full power of substitution, and to represent and to
vote, as designated on the reverse side, all shares of Common Stock of Wink
Communications, Inc. held on record by the undersigned on March 6, 2000 at the
Annual Meeting to be held on May 2, 2000, or any postponement or adjournment
thereof.
The Board of Directors recommends a vote FOR the election of directors and
proposals 2 and 3.
SEE REVERSE SIDE
Please mark votes as in this example [X]
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED BY THE
UNDERSIGNED STOCKHOLDER(S). IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED
FOR THE ELECTION OF THE DIRECTORS AND FOR THE PROPOSALS IN ITEMS 2 AND 3.
1. Election of all nominees listed below to the Board of Directors to
serve until the next Annual Meeting and until their successors have
been duly elected and qualified, except as noted (write the names, if
any, of nominees for whom you withhold authority to vote).
NOMINEES: Brian P. Dougherty, Bruce W. Dunlevie, Lawton Fitt and
Don Ohlmeyer
[ ] FOR ALL NOMINEES
[ ] WITHHELD FROM ALL NOMINEES
[ ]
---------------------------------------
For all nominees except as noted above
2. To ratify the appointment of PricewaterhouseCoopers LLP as independent
auditors for the Company for the fiscal year ending December 31, 2000.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. In their discretion, the proxies and attorneys-in-fact are authorized
to vote upon such other business as may properly come before the
Annual Meeting or any adjournment(s) thereof.
[ ] Mark here for address change and note below
(This Proxy should be dated, signed by the stockholder(s) exactly as his or her
name(s) appears hereon, and returned promptly in the enclosed envelope. Persons
signing in a fiduciary capacity should so indicate.)
Signature: Date:
------------------------ ------------------------
Signature: Date:
------------------------ ------------------------
