<PAGE>
SCHEDULE 14A (RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
---------------------------
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] 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
INFOSPACE, 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:
(4) Date Filed:
<PAGE>
[Logo of InfoSpace]
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be held on May 22, 2000
TO THE STOCKHOLDERS:
Notice is hereby given that the Annual Meeting of Stockholders of InfoSpace,
Inc., a Delaware corporation (the "Company"), will be held on May 22, 2000 at
10:00 a.m., local time, at the Hyatt Regency Bellevue located at 900 Bellevue
Way NE, Bellevue, Washington 98004, for the following purposes:
1. To elect three Class I directors to serve for the ensuing three years
and until their successors are duly elected.
2. To ratify the appointment of Deloitte & Touche LLP as independent
auditors 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 or adjournments thereof.
The foregoing items of business are more fully described in the Proxy
Statement accompanying this Notice.
The Board of Directors has fixed the close of business on April 3, 2000 as
the record date for the determination of stockholders entitled to vote at this
meeting. Only stockholders of record at the close of business on April 3, 2000
are entitled to notice of and to vote at the meeting.
All stockholders are cordially invited to attend the meeting in person.
However, to assure your representation at the meeting, you are urged to mark,
sign, date and return the enclosed proxy card as promptly as possible in the
postage-prepaid envelope enclosed for that purpose. Any stockholder attending
the meeting may vote in person even if the stockholder has previously returned
a proxy.
By Order of the Board of Directors
/s/ Ellen B. Alben
Ellen B. Alben
Senior Vice President, Legal and
Business Affairs
and Secretary
Redmond, Washington
April 25, 2000
<PAGE>
INFOSPACE, INC.
----------------
PROXY STATEMENT FOR 2000
ANNUAL MEETING OF STOCKHOLDERS
----------------
PROCEDURAL MATTERS
General
The enclosed Proxy is solicited on behalf of InfoSpace, Inc., a Delaware
corporation (the "Company"), for use at its Annual Meeting of Stockholders
(the "Annual Meeting") to be held on May 22, 2000 at 10:00 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 Hyatt Regency Bellevue located at 900 Bellevue Way NE, Bellevue
WA 98004. The Company's telephone number at its principal business offices is
(425) 602-0600.
These proxy solicitation materials were mailed on or about April 25, 2000 to
all stockholders entitled to vote at the Annual Meeting.
Record Date and Principal Share Ownership
Only stockholders of record at the close of business on April 3, 2000 (the
"Record Date") are entitled to notice of and to vote at the Annual Meeting.
The Company has one class of Common Stock, $0.0001 par value. As of the Record
Date, 227,798,329 shares of the Company's Common Stock were issued and
outstanding (as adjusted to reflect a two-for-one stock split effected by the
Company on April 6, 2000) and held of record by 454 stockholders. This number
includes Exchangeable Shares of the Company's subsidiary, InfoSpace.com Canada
Holdings Inc., which are at any time exchangeable into, and have voting rights
equivalent to, the Company's Common Stock. See "Security Ownership of Certain
Beneficial Owners and Management" below for information regarding beneficial
owners of more than five percent of the Company's Common Stock.
Revocability of Proxies
Any proxy given pursuant to this solicitation may be revoked by the person
giving it at any time prior to its use by delivering to the Secretary of the
Company a written instrument revoking the proxy or a duly executed proxy
bearing a later date or by attending the Annual Meeting and voting in person.
Voting and Solicitation
Each holder of Common Stock is entitled to one vote for each share held.
This solicitation of proxies is made by the Company, and all related costs
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 material 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.
Quorum; Abstentions; Broker Non-Votes
The required quorum for the transaction of business at the Annual Meeting is
a majority of the votes eligible to be cast by holders of shares of Common
Stock issued and outstanding on the Record Date. Shares that are voted "FOR,"
"AGAINST" or "WITHHELD FROM" a matter are treated as being present at the
meeting for purposes of establishing a quorum and are also treated as shares
entitled to vote at the Annual Meeting (the "Votes Cast") with respect to such
matter.
<PAGE>
While there is no definitive statutory or case law authority in Delaware as
to the proper treatment of abstentions, the Company believes that abstentions
should be counted for purposes of determining both (i) the presence or absence
of a quorum for the transaction of business and (ii) the total number of Votes
Cast with respect to a proposal (other than the election of directors). In the
absence of a controlling precedent to the contrary, the Company intends to
treat abstentions in this manner. Accordingly, abstentions will have the same
effect as a vote against the proposal.
In a 1988 Delaware case, Berlin v. Emerald Partners, the Delaware Supreme
Court held that, while broker non-votes should be counted for purposes of
determining the presence or absence of a quorum for the transaction of
business, broker non-votes should not be counted for purposes of determining
the number of Votes Cast with respect to the particular proposal on which the
broker has expressly not voted. Accordingly, the Company intends to treat
broker non-votes in this manner. Thus, a broker non-vote will not have any
effect on the outcome of the voting on a proposal.
All shares entitled to vote and represented by properly executed, unrevoked
proxies received prior to the Annual Meeting will be voted at the Annual
Meeting in accordance with the instructions indicated on those proxies. If no
instructions are indicated on a properly executed proxy, the shares
represented by that proxy will be voted as recommended by the Board of
Directors. If any other matters are properly presented for consideration at
the Annual Meeting, including, among other things, consideration of a motion
to adjourn the Annual Meeting to another time or place (including, without
limitation, for the purpose of soliciting additional proxies), the persons
named in the enclosed proxy and acting thereunder will have discretion to vote
on those matters in accordance with their best judgment. The Company does not
currently anticipate that any other matters will be raised at the Annual
Meeting.
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 (the "SEC"). Proposals of stockholders
of the Company intended to be presented for consideration at the Company's
2001 Annual Meeting of Stockholders must be received by the Company no later
than December 26, 2000 in order that they may be considered for inclusion in
the proxy statement and form of proxy relating to that meeting.
In addition, the Company's Bylaws establish an advance notice procedure with
regard to certain matters, including stockholder proposals not included in the
Company's proxy statement, to be brought before an annual meeting of
stockholders. In general, nominations for the election of directors may be
made by: (i) the Board of Directors or (ii) any stockholder entitled to vote
who has delivered written notice to the Secretary of the Company not fewer
than 60 days nor more than 90 days in advance of the annual meeting (or, with
respect to an election of directors to be held at a special meeting, the close
of business on the seventh day following the date on which notice of such
meeting is first given to stockholders), which notice must contain specified
information concerning the nominees and concerning the stockholder proposing
such nominations. In the event that less than 60 days notice or prior public
disclosure of the date of the annual meeting is given or made to stockholders,
notice by the stockholders must be received not later than the close of
business on the tenth day following the earlier of the day on which such
notice of the date of the annual meeting was mailed or such public disclosure
was made. The Company's Bylaws also provide that the only business that shall
be conducted at an annual meeting is business that is brought before such
meeting: (i) by or at the direction of the Board of Directors, or (ii) by any
stockholder entitled to vote who has delivered written notice to the Secretary
of the Company not less than 60 days nor more than 90 days in advance of the
annual meeting, which notice must contain specified information concerning the
matters to be brought before such meeting and concerning the stockholder
proposing such matters. In the event that less than 60 days notice or prior
public disclosure of the date of the annual meeting is given or made to
stockholders, notice by the stockholder must be received not later than the
close of business on the tenth day following the earlier of the day on which
such notice of the date of the annual meeting was mailed or such public
disclosure was made. If a stockholder who has notified the Company of his or
her intention
2
<PAGE>
to present a proposal at an annual meeting does not appear or send a qualified
representative to present his or her proposal at such meeting, the Company
need not present the proposal for a vote at such meeting. A copy of the full
text of the Bylaw provisions discussed above may be obtained by writing to the
Secretary of the Company. All notices of proposals by stockholders, whether or
not included in the Company's proxy materials, should be sent to the Company's
principal executive offices at 15375 N.E. 90th Street, Redmond, WA 98052,
Attention: Secretary. After May 12, 2000, notices should be sent to the
Company's principal executive offices at its new location at Three Bellevue
Center, 601 108th Avenue N.E., Bellevue, WA 98004.
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth certain information regarding the beneficial
ownership of Common Stock of the Company as of the Record Date as to (i) each
person who is known by the Company to own beneficially more than 5% of the
outstanding shares of Common Stock, (ii) each director and each nominee for
director of the Company, (iii) each of the executive officers named in the
Summary Compensation Table in "Additional Information Relating to Directors
and Executive Officers of the Company" and (iv) all directors and executive
officers as a group. The number of shares beneficially owned by each person in
the table below has been adjusted to give effect to a two-for-one stock split
effected by the Company on April 6, 2000.
<TABLE>
<CAPTION>
Number of Percentage
Shares of Shares
Five Percent Stockholders, Beneficially Beneficially
Directors and Executive Officers Owned(1) Owned(%)
-------------------------------- ------------ ------------
<S> <C> <C>
Naveen Jain(2).................................... 65,701,998 28.5%
c/o InfoSpace.com, Inc.
15375 N.E. 90th Street
Redmond, WA 98052
Acorn Ventures-IS, LLC(3)......................... 20,236,346 8.4%
1309 114th Avenue S.E.
Suite 200
Bellevue, WA 98004
Pilgrim Baxter & Associates(4).................... 14,528,000 6.4%
825 Duportail Road
Wayne, PA 19087
Putnam Investments, Inc.(5)....................... 13,827,412 6.1%
One Post Office Square
Boston, MA 02109
Ellen B. Alben(6)................................. 346,151 *
Michael D. Kantor(7).............................. 327,552 *
John E. Cunningham, IV(8)......................... 982,318 *
Peter L. S. Currie(9)............................. 146,910 *
David C. House.................................... 530 *
Gary C. List(10).................................. 244,500 *
Rufus W. Lumry, III(11)........................... 20,236,346 8.4%
Carl Stork(12).................................... 430,000 *
Bernee D. L. Strom(13)............................ 1,946,153 *
All directors and executive officers as a group
(13 persons)(14)................................. 90,747,670 36.9%
</TABLE>
3
<PAGE>
- --------
* Less than 1%
(1) Beneficial ownership is determined in accordance with the rules of the
SEC. In computing the number of shares beneficially owned by a person
and the percentage ownership of that person, shares of Common Stock
subject to options or warrants held by that person that are currently
exercisable or will become exercisable within 60 days are deemed
outstanding, while such shares are not deemed outstanding for purposes
of computing the percentage ownership of any other person. Unless
otherwise indicated in the footnotes below, the persons and entities
named in the table have sole voting and investment power with respect to
all shares beneficially owned, subject to community property laws where
applicable.
(2) Represents 39,349,226 shares of Common Stock held in the name of Naveen
and Anuradha Jain, 7,998,604 shares of Common Stock held by the Jain
Family Irrevocable Trust, 7,942,084 shares of Common Stock held by
Naveen Jain GRAT No. 1, 7,942,084 shares of Common Stock held by
Anuradha Jain GRAT No. 1, 425,000 shares subject to options exercisable
by Naveen Jain within 60 days of the Record Date, and 2,045,000 shares
subject to options exercisable by Anuradha Jain within 60 days of the
Record Date. Anuradha Jain is Mr. Jain's spouse.
(3) Includes 13,750,208 shares of Common Stock issuable upon exercise of
warrants currently exercisable, 31,328 shares of Common Stock held by
Rufus W. Lumry, III, and 100,000 shares of Common Stock held by Mr.
Lumry subject to options exercisable within 60 days of the Record Date.
Mr. Lumry is the principal stockholder, sole director and President of
Acorn Ventures, Inc., the sole member of Acorn Ventures-IS, LLC.
(4) As of December 31, 1999, based on a Schedule 13G/A filed with the
Securities and Exchange Commission on January 7, 2000, and adjusted to
give effect to a two-for-one stock split effected by the Company on
January 4, 2000.
(5) As of December 31, 1999, based on a Schedule 13G filed with the
Securities and Exchange Commission on February 17, 2000, and adjusted to
give effect to a two-for-one stock split effected by the Company on
January 4, 2000. Consists of 13,377,412 shares beneficially owned with
shared dispositive power by Putnam Investment Management, Inc. and
450,000 shares beneficially owned with shared dispositive power by The
Putnam Advisory Company, Inc. (with shared voting power over 86,600 of
these shares), which are registered investment advisors and wholly owned
by Putnam Investments, Inc. Putnam Investments, Inc. is a wholly owned
subsidiary of Marsh & McLennan Companies, Inc.
(6) Includes 83,973 shares of Common Stock subject to options exercisable
within 60 days of the Record Date.
(7) Includes 3,328 shares of Common Stock subject to options exercisable
within 60 days of the Record Date. Due to recent changes in our
executive management structure, Mr. Kantor is no longer considered to be
an executive officer of the Company for SEC reporting purposes, although
he continues to serve as Senior Vice President, Advertising.
(8) Includes 110,000 shares of Common Stock subject to options exercisable
within 60 days of the Record Date, and 157,504 shares of Common Stock
held by Clear Fir Partners LP. Mr. Cunningham is the President of Clear
Fir Partners, LP.
(9) Includes 110,000 shares of Common Stock subject to options exercisable
within 60 days of the Record Date.
(10) Includes 110,000 shares of Common Stock subject to options exercisable
within 60 days of the Record Date.
(11) Includes 100,000 shares of Common Stock subject to options exercisable
within 60 days of the Record Date, and shares held by Acorn Ventures-IS,
LLC. See note (3) above.
(12) Includes 110,000 shares of Common Stock subject to options exercisable
within 60 days of the Record Date.
(13) Includes 759,494 shares of Common Stock subject to options exercisable
within 60 days of the Record Date.
(14) Includes 17,801,314 shares of Common Stock subject to options and
warrants exercisable within 60 days of the Record Date.
4
<PAGE>
PROPOSAL ONE
ELECTION OF DIRECTORS
General
The Company's Board of Directors is currently comprised of nine members
divided into three classes with overlapping three-year terms. A director
serves in office until his or her respective successor is duly elected and
qualified unless the director resigns or by reason of death or other cause is
unable to serve in the capacity of director. Any additional directorships
resulting from an increase in the number of directors are distributed among
the three classes so that, as nearly as possible, each class consists of an
equal number of directors.
Nominees For Directors
Three Class I directors are to be elected at the Annual Meeting for a three-
year term ending in 2003. The Board of Directors has nominated John E.
Cunningham, IV, Ashok Narasimhan and Arun Sarin (the "Nominees") for election
as Class I directors.
Unless otherwise instructed, the proxy holders will vote the proxies
received by them for the Nominees. In the event that either Nominee of the
Company is unable or declines to serve as a director at the time of the Annual
Meeting, the proxies will be voted for any nominee who shall be designated by
the present Board of Directors to fill the vacancy. It is not expected that
any of the Nominees will be unable or will decline to serve as a director. In
the event that additional persons are nominated for election as directors, the
proxy holders intend to vote all proxies received by them in such a manner as
will assure the election of as many of the Nominees as possible, and in such
event, the specific nominees to be voted for will be determined by the proxy
holders.
Vote Required; Election of Directors
If a quorum is present and voting, the three (3) nominees receiving the
highest number of votes will be elected to the Board of Directors. Votes
withheld from any nominee, abstentions and broker non-votes will be counted
for purposes of determining the presence or absence of a quorum.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" EACH OF THE
NOMINEES.
Nominees
The names of the Nominees and certain information about them as of April 17,
2000 are set forth below:
<TABLE>
<CAPTION>
Director
Name of Nominee Age Positions with the Company Since
--------------- --- -------------------------- --------
<S> <C> <C> <C>
John E. Cunningham, IV(1)... 42 Director 1998
Ashok Narasimhan............ 51 Chief Operating Officer, 2000
President of Merchant Services
and Director
Arun Sarin.................. 45 Chief Executive Officer and 2000
Director
</TABLE>
--------
(1) Member of the Compensation Committee.
John E. Cunningham, IV has served as a director of the Company since July
1998. Since April 1995 he has served as President of Kellett Investment
Corporation, an investment fund for later-stage, high-growth private
companies. He is on the Board of Directors of Petra Capital, LLC and
Meals.com. Mr. Cunningham also serves as an advisor to several internet-
related companies including: digiMine and Virtual Bank.com. During 1997,
Mr. Cunningham was interim Chief Executive Officer of Real Time Data. From
December 1994 to August 1996, he was President of Pulson Communications, Inc.
From February 1991 to November 1994, he served as Chairman and Chief Executive
Officer of RealCom Office Communications, a privately held telecommunications
company that merged with MFS Communications Company, Inc., and was
subsequently acquired by WorldCom, Inc. Mr. Cunningham holds a B.A. from Santa
Clara University and an M.B.A. from the University of Virginia.
5
<PAGE>
Ashok Narasimhan joined the Company in February 2000 as President of
Merchant Services and was appointed Chief Operating Officer and a director in
April 2000. He founded Prio, Inc. in March 1996, and served as Chairman and
Chief Executive Officer. The Company acquired Prio in February 2000. During
the seven years prior to forming Prio, he was part of the core management team
at VeriFone, where he served as Vice President of Product Development. Prior
to VeriFone, he was the founding Chief Executive Officer of the computer
businesses of Wipro, the largest computer, software and information technology
company in India. He holds a B.S. and an M.B.A. from the Indian Institute of
Management, associated with the Sloan School of Management at MIT.
Arun Sarin joined the Company in April 2000 as Chief Executive Officer and
was appointed a director in April 2000. He served as Chief Executive Officer
of the USA/Asia Pacific Region for Vodafone AirTouch, Plc from June 1999 to
April 2000. From February 1997 to June 1999, Mr. Sarin was the President and
Chief Operating Officer of AirTouch Communications, Inc., a wireless
telecommunications services company (which was merged with Vodafone Group Plc
to form Vodafone AirTouch, Plc in June 1999). He served as President and Chief
Executive Officer of AirTouch International from April 1994 to February 1997.
After joining Pacific Telesis Group in 1984 (from which AirTouch was spun off
in 1994), Sarin held a variety of positions, including Vice President and
General Manager--Bay and Regional Markets, Vice President--Chief Financial
Officer, Controller and Strategy at Pacific Bell; and Vice President of
Corporate Strategy for Pacific Telesis Group. Mr. Sarin currently serves on
the Boards of Directors of Vodafone AirTouch, Plc, Charles Schwab Corporation
and Cisco Systems, Inc. Mr. Sarin holds an M.B.A. and an M.S. degree from the
University of California at Berkeley and a B.S. in engineering from the Indian
Institute of Technology.
Continuing Directors
Class II--Terms expiring in 2001
The names of the Company's Class II directors, whose terms end in 2001, and
certain information about them as of April 17, 2000, are set forth below:
<TABLE>
<CAPTION>
Director
Name of Director(1) Age Positions with the Company Since
------------------- --- -------------------------- --------
<S> <C> <C> <C>
David C. House(2)............ 50 Director 2000
Rufus W. Lumry, III.......... 53 Director 1998
Carl Stork(2)................ 40 Director 1998
</TABLE>
--------
(1) Does not include information regarding Bernee D.L. Strom, who resigned
as a Class II director effective April 7, 2000.
(2) Member of the Audit Committee.
David C. House has served as a director of the Company since January 2000.
Since October 1995, Mr. House has served as President, Establishment Services
Worldwide of American Express Travel Related Services Company, Inc. From
January 1993 to October 1995, he served as Senior Vice President of Sales and
Field Marketing for the United States Establishment Services Group of American
Express. In addition, Mr. House served as a director of Prio, Inc. prior to
its acquisition by the Company in March 2000. Mr. House holds a B.S. from the
University of Minnesota and completed the Program for Management Development
at the Harvard Graduate School of Business Administration.
Rufus W. Lumry, III has served as a director of the Company since December
1998. Since 1992, Mr. Lumry has served as President of Acorn Ventures, Inc., a
venture capital firm he founded. Prior to founding Acorn Ventures, Mr. Lumry
served as a director and Chief Financial Officer of McCaw Cellular
Communications. Mr. Lumry was one of the founders of McCaw in 1982, and
retired from McCaw in 1990 as Executive Vice President and Chief Financial
Officer. Mr. Lumry holds an A.B. from Harvard University and an M.B.A. from
the Harvard Graduate School of Business Administration.
6
<PAGE>
Carl Stork has served as a director of the Company since September 1998.
Since April 1998, Mr. Stork has been General Manager, Hardware Strategy and
Business Development, at Microsoft Corporation. Mr. Stork has held various
other management positions at Microsoft since 1981. Mr. Stork holds a B.S.
from Harvard University and an M.B.A. from the University of Washington.
Class III--Terms expiring in 2002
The names of the Company's Class III directors, whose terms end in 2002, and
certain information about them as of April 17, 2000, are set forth below:
<TABLE>
<CAPTION>
Director
Name of Director Age Positions with the Company Since
---------------- --- -------------------------- --------
<S> <C> <C> <C>
Naveen Jain.................. 40 Chairman of the Board 1996
Peter L. S. Currie(1)........ 43 Director 1998
</TABLE>
--------
(1) Member of the Audit Committee.
Naveen Jain founded the Company in March 1996. Mr. Jain has served as the
Company's Chief Executive Officer since its inception to April 2000, as its
President since its inception to November 1998 and as its sole director from
its inception to June 1998, when he was appointed Chairman of the Board upon
the Board's expansion to five directors. From June 1989 to March 1996, Mr.
Jain held various positions at Microsoft Corporation, including Group Manager
for MSN, Microsoft's online service. From 1987 to 1989, Mr. Jain served as
Software Development Manager for Tandon Computer Corporation, a PC
manufacturing company. From 1985 to 1987, Mr. Jain served as Software Manager
for UniLogic, Inc., a PC manufacturing company and from 1982 to 1985, he
served as Product Manager and Software Engineer at Unisys
Corporation/Convergent Technologies, a computer manufacturing company. Mr.
Jain holds a B.S. from the University of Roorkee and an M.B.A. from St.
Xavier's School of Management.
Peter L. S. Currie has served as a director of the Company since July 1998.
Mr. Currie is Executive Vice President and Chief Administrative Officer of
Netscape Communications Corporation, where he has held various management
positions since April 1995. From April 1989 to April 1995, Mr. Currie held
various management positions at McCaw Cellular Communications, Inc., including
Executive Vice President and Chief Financial Officer and Executive Vice
President of Corporate Development. Before joining McCaw Cellular, he was a
Principal at Morgan Stanley & Co., Incorporated. Mr. Currie holds a B.A. from
Williams College and an M.B.A. from Stanford University.
Board Meetings and Committees
The Board of Directors of the Company held a total of twenty (20) meetings,
and acted by written consent three times, during 1999. The Board of Directors
has a Compensation Committee and an Audit Committee. The Board of Directors
has no nominating committee or any committee performing such functions.
The Compensation Committee, which consists of directors Gary C. List and
John E. Cunningham, IV met twice, and acted by written consent three times,
during 1999. The Compensation Committee reviews and approves the compensation
and benefits for the Company's executive officers, administers the Company's
Stock Incentive Plan and makes recommendations to the Board of Directors
regarding such matters.
The Audit Committee, which consists of directors Peter L. S. Currie and Carl
Stork, met five times, and acted by written consent once, during 1999. Among
other functions, the Audit Committee makes recommendations to the Board of
Directors regarding the selection of independent auditors, reviews the results
and scope of the audit and other services provided by the Company's
independent auditors, reviews the Company's balance sheet, statement of
operations and cash flows and reviews and evaluates the Company's internal
control functions. David C. House was also appointed to the Audit Committee
effective April 17, 2000.
7
<PAGE>
No director attended fewer than 75% of the aggregate of the meetings of the
Board of Directors and committees thereof, if any, upon which such director
served during the period for which he has been a director or committee member.
Compensation of Directors
Each director is paid $750 for each Board of Directors meeting attended in
person, $500 for each Board of Directors meeting attended by telephone and
$500 for each committee meeting attended. Each Director is reimbursed for
travel expenses incurred to attend meetings of the Board of Directors or
committee meetings. Directors are eligible to participate in the Stock
Incentive Plan.
Under the Company's Restated 1996 Flexible Stock Incentive Plan, the Company
grants a nonqualified stock option to purchase 20,000 shares of Common Stock
to each nonemployee director on the date the director is first appointed or
elected to the Board of Directors. Nonemployee directors serving at the time
of the adoption of the program each received an option to purchase 10,000
shares of Common Stock. On November 19, 1998, each nonemployee director
received a supplemental option to purchase 20,000 shares of Common Stock. In
addition, immediately following each Annual Meeting of Stockholders of the
Company, the Company grants to each nonemployee director an additional
nonqualified stock option to purchase 5,000 shares of Common Stock immediately
following such Annual Meeting of Stockholders, except for those nonemployee
directors who were newly elected to the Board of Directors at such Annual
Meeting or within the three-month period prior to such Annual Meeting. All
options granted under the program for nonemployee directors fully vest on the
first anniversary of the date of such grant.
PROPOSAL TWO
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
The Board of Directors has selected Deloitte & Touche LLP, independent
auditors, to audit the financial statements of the Company for the fiscal year
ending December 31, 2000, and recommends that stockholders vote for
ratification of such appointment. In the event of a negative vote on
ratification, the Board of Directors will reconsider its selection.
Deloitte & Touche LLP has audited the Company's financial statements
annually since 1997. Representatives of Deloitte & Touche LLP are expected to
be present at the meeting with the opportunity to make a statement if they
desire to do so and are expected to be available to respond to appropriate
questions.
Required Vote; Ratification of Appointment of Independent Auditors
The affirmative vote of the holders of a majority of the Votes Cast is
required to approve the appointment of the independent auditors.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THIS PROPOSAL.
8
<PAGE>
ADDITIONAL INFORMATION RELATING TO
DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY
Compensation of Executive Officers
The following table sets forth information concerning the compensation we
paid to Naveen Jain, our chief executive officer, and the three other
executive officers of the Company as of December 31, 1999 who earned
compensation in excess of $100,000 during 1999 (collectively, the "Named
Executive Officers").
Summary Compensation Table
<TABLE>
<CAPTION>
Long-Term
Compensation
------------
Awards
------------
Annual
Compensation Securities
Fiscal ------------ Underlying All Other
Name and Principal Position Year Salary Options(#) Compensation
- --------------------------- ------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Naveen Jain...................... 1999 $231,571 1,400,000 $500(1)
Chief Executive Officer 1998 62,500 -- --
Bernee D. L. Strom(2)............ 1999 270,795 -- --
President and Chief Operating
Officer
Ellen B. Alben................... 1999 130,625 40,000 --
Senior Vice President, Legal and
Business Affairs and Secretary
Michael D. Kantor(3)............. 1999 541,126(4) 40,000 --
Senior Vice President,
Advertising
</TABLE>
- --------
(1) Consists of an award to Mr. Jain in connection with patent filings.
(2) Since January 1, 2000, Ms. Strom has served as President of InfoSpace
Venture Capital Fund 2000, LLC.
(3) Due to recent changes in our executive management structure, Mr. Kantor
is no longer considered to be an executive officer of the Company for SEC
reporting purposes, although he continues to serve as Senior
Vice President, Advertising.
(4) Consists of $90,792 in base salary and sales commissions of $450,334 paid
to Mr. Kantor for advertising revenue attributable to Mr. Kantor.
Option Grants in Last Fiscal Year
The following table sets forth certain information regarding stock options
granted by the Company to the Named Executive Officers during 1999.
<TABLE>
<CAPTION>
Individual Grants
-----------------------------------------------------
Potential Realizable Value
Number of at Assumed Annual Rates of
Securities Percent of Total Stock Price Appreciation for
Underlying Options Granted Option Term(3)
Options to Employees in Exercise Expiration ----------------------------
Name Granted(#) Fiscal Year(1) Price($/Sh)(2) Date 5%($) 10%($)
- ---- ---------- ---------------- -------------- ---------- ------------- --------------
<S> <C> <C> <C> <C> <C> <C>
Naveen Jain............. 1,400,000 16.3% $ 5.813 2/22/09 $ 5,117,630 $ 12,969,079
Bernee D. L. Strom...... -- -- -- -- -- --
Ellen B. Alben.......... 40,000 0.5% 11.844 10/25/09 297,940 755,039
Michael D. Kantor....... 40,000 0.5% 11.516 8/31/09 289,686 734,122
</TABLE>
- --------
* Less than 1%.
(1) Based on a total of 8,605,180 option shares granted to employees during
1999.
(2) Options were granted at an exercise price equal to the fair market value
of the Company's Common Stock at the time of the grant.
9
<PAGE>
(3) The dollar amounts under these columns are the result of calculations at
the 5% and 10% rates required by applicable regulations of the SEC and
are therefore not intended to forecast possible future appreciation, if
any, of the Company's Common Stock price. Assumes all options are
exercised at the end of their respective 10-year terms. Actual gains, if
any, on stock option exercises depend on the future performance of the
Common Stock and overall stock market conditions, as well as the option
holders' continued employment through the vesting period. The amounts
reflected in this table may not be achieved.
Aggregate Option Exercises in 1999 and Year-End Option Values
The following table shows certain information concerning stock options
exercised by the Named Executive Officers during 1999, including the aggregate
value of any gains realized on such exercise. The table also shows information
regarding the number and value of unexercised in-the-money options held by the
Named Executive Officers on December 31, 1999.
<TABLE>
<CAPTION>
Number of
Securities Underlying Value of Unexercised
Shares Unexercised Options at In the Money Options at
Acquired Fiscal Year-End(1) Fiscal Year- End ($)(2)
on Value ------------------------- -------------------------
Name Exercise(#) Realized($)(1) Exercisable Unexercisable Exercisable Unexercisable
- ---- ----------- -------------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Naveen Jain............. -- -- 50,000 1,350,000 $ 2,384,375 $ 64,378,125
Bernee D. L. Strom...... 333,324 $10,436,540 1,250,008 4,416,668 64,531,663 228,010,486
Ellen B. Alben.......... 167,012 2,143,797 62,160 490,828 3,236,923 25,239,306
Michael D. Kantor....... 177,464 1,623,586 195,167 123,369 10,316,395 6,017,673
</TABLE>
- --------
(1) Represents the aggregate fair market value on the respective dates of
exercise of the shares of Common Stock received on exercise of the
options, less the aggregate exercise price of the options.
(2) These values represent the number of shares subject to in-the-money
options multiplied by the difference between the closing price of the
Company's Common Stock on December 31, 1999 ($53.50 per share) and the
exercise price of the options.
Employment Agreement
The Company entered into an employment agreement dated as of December 16,
1999 with Bernee D.L. Strom, pursuant to which Ms. Strom served as the
Company's President and Chief Operating Officer through December 31, 1999, and
shall serve as President of the Company's newly-formed venture capital
division from January 1, 2000 through June 30, 2000. This employment agreement
supercedes a prior employment agreement with Ms. Strom entered into in
December 1998. Among other things, the employment agreement provides that the
Company will continue to provide Ms. Strom with salary and benefits equal to
those granted under her prior employment agreement, including an annual salary
of $250,000 and insurance and other employee benefits, including option grants
previously made to Ms. Strom pursuant to her prior employment agreement. In
addition, the employment agreement provides for a severance payment of
$250,000 if Ms. Strom's employment is terminated other than for cause prior to
June 30, 2000 and, under certain circumstances, reimbursement of certain
expenses incurred by Ms. Strom in connection with her relocation to the
Seattle, Washington area.
Benefit Plans
The following is a brief summary of plans in effect during 1999 under which
executive officers and directors of the Company received benefits:
Restated 1996 Flexible Stock Incentive Plan
The purpose of the Stock Incentive Plan is to provide an opportunity for
employees, officers, directors, independent contractors and consultants of the
Company to acquire the Company's Common Stock. The Stock
10
<PAGE>
Incentive Plan provides for grants of stock options, stock appreciation
rights, or SARs, and stock awards. The Company has authorized an aggregate of
45,967,866 shares of Common Stock for issuance under the Stock Incentive Plan.
As of December 31, 1999, options to purchase 25,599,281 shares of Common Stock
were outstanding under the Stock Incentive Plan at a weighted average exercise
price of $5.2614 per share, and options to purchase 18,477,917 shares were
available for future grant.
Stock Option Program for Nonemployee Directors
Under the Stock Incentive Plan, the Company grants a nonqualified stock
option to purchase 20,000 shares of Common Stock to each nonemployee director
on the date the director is first appointed or elected to the Board of
Directors. Nonemployee directors serving at the time of the adoption of the
program each received an option to purchase 5,000 shares of Common Stock. On
November 19, 1998, each nonemployee director received a supplemental option to
purchase 40,000 shares of Common Stock. The Company grants to each nonemployee
director an additional nonqualified stock option to purchase 5,000 shares of
Common Stock immediately following each Annual Meeting of Stockholders, except
for those nonemployee directors who were newly elected to the Board of
Directors at such Annual Meeting of Stockholders or within the three-month
period prior to such Annual Meeting of Stockholders. All options granted under
the program for nonemployee directors fully vest on the first anniversary of
the date of such grant.
1998 Employee Stock Purchase Plan
The Company adopted the 1998 Employee Stock Purchase Plan (the "Purchase
Plan") in August 1998. The Purchase Plan is intended to qualify under Section
423 of the Code and permits eligible employees to purchase the Company's
Common Stock through payroll deductions of up to 15% of their compensation.
Under the Purchase Plan, no employee may purchase stock worth more than
$25,000 in any calendar year, valued as of the first day of each offering
period. The Company has authorized an aggregate of 3,600,000 shares of Common
Stock for issuance under the Purchase Plan.
The Purchase Plan is implemented with six-month offering periods. Offering
periods begin on each February 1 and August 1. Participants purchase Common
Stock under the Purchase Plan at a price equal to the lesser of 85% of their
fair market value on the first day of an offering period and 85% of the fair
market value on the last day of an offering period. As of December 31, 1999,
152,580 shares of Common Stock have been issued under the Purchase Plan.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") requires the Company's executive officers and directors, and
persons who own more than ten percent of a registered class of the Company's
equity securities to file reports of ownership on Form 3 and changes in
ownership on Form 4 and Form 5 with the SEC. Executive officers, directors and
greater than ten percent stockholders are required by SEC regulation to
furnish the Company with copies of all Section 16(a) forms they file. Based
solely in its review of the copies of such forms received by it, or written
representations from certain reporting persons, the Company believes that,
during 1999, it has complied with all filing requirements applicable to its
executive officers and directors, and persons who own more than ten percent of
a registered class of the Company's equity securities, except as follows: (i)
John E. Cunningham, IV filed a Form 4 relating to March 1999 trading activity,
which was due on April 10, 1999, on April 12, 1999; (ii) Rufus W. Lumry, III
filed a Form 4 relating to December 1998 trading activity, which was due on
January 10, 1999, on February 15, 1999 (iii) Carl Stork filed a Form 4
relating to December 1998 trading activity, which was due on January 10, 1999,
on January 26, 1999; and (iv) Bernee D.L. Strom filed a Form 4 relating to
September 1999 trading activity, which was due on October 10, 1999, on October
12, 1999.
11
<PAGE>
Compensation Committee Report on Executive Compensation
The following is the Report of the Compensation Committee of the Company
describing the compensation policies and rationale applicable to the Company's
executive officers with respect to the compensation paid to such executive
officers for the year ended December 31, 1999. The information contained in
the report shall not be deemed to be "soliciting material" or to be "filed"
with the SEC and such information shall not be incorporated by reference into
any future filing under the Securities Act of 1933, as amended (the
"Securities Act"), or the Exchange Act except to the extent that the Company
specifically incorporates it by reference into such filing.
During the fiscal year ended December 31, 1999, the Compensation Committee
of the Board of Directors was comprised of two non-employee directors. The
Compensation Committee of the Board of Directors establishes the general
compensation policies of the Company as well as the compensation plans and
specific compensation levels for executive officers. The Compensation
Committee seeks to provide the executive officers of the Company with
competitive compensation that enables the Company to attract and retain
employees who contribute to the success of the Company and maximize
stockholder value. Specifically for executive officers, compensation is
determined according to the criteria described below.
Compensation
The Compensation Committee establishes the salaries of the executive
officers by considering (i) the salaries of executive officers in similar
positions at comparably-sized peer companies, (ii) the Company's financial
performance over the past year based upon revenues and operating results,
(iii) the achievement of individual performance goals related to each
executive officer's duties and area of responsibility, and (iv) the growth of
the Company and the increased responsibilities of each executive officer as
result of such growth.
Equity-Based Compensation
The Compensation Committee views stock options as an important part of its
long-term, performance-based compensation program. The Compensation Committee
bases grants of stock options to the executive officers of the Company under
the Stock Incentive Plan upon the Committee's estimation of each executive's
contribution to the long-term growth and profitability of the Company. The
Stock Incentive Plan is intended to provide additional incentives to the
executive officers to maximize stockholder value. Options are generally
granted under the Stock Incentive Plan at the then-current market price and
are generally subject to four-year vesting periods to encourage key employees
to remain with the Company.
Compensation of the Chief Executive Officer
From the Company's inception until July 1998, Naveen Jain, the Company's
Chief Executive Officer, received no compensation for his services. Subsequent
to July 1998, Mr. Jain began receiving an annual salary of $125,000. In March
1999, Mr. Jain's annual salary was increased to $250,000. In addition, he was
granted options to purchase a total of 1,400,000 shares of the Company's
Common Stock. In determining the increase to Mr. Jain's annual salary and the
size of the option grants, the Board of Directors considered several factors,
including the attainment of corporate revenue and operating results goals for
the prior year, the Company's progress in new product development, the growth
of the Company in the prior year, the importance of providing Mr. Jain with
continuing incentives and the contribution of Mr. Jain to the Company's
strategic focus, market position and brand development. No set formula is used
for this determination, and no particular function is weighted greater or
lesser than the other.
Summary
The Compensation Committee believes that the Company's compensation policies
have been successful in attracting and retaining qualified employees and in
linking compensation directly to corporate performance
12
<PAGE>
relative to the Company's goals. The Company's compensation policies will
continue to evolve over time as the Company moves to attain the near-term
goals it has set for itself while maintaining its focus on building long-term
stockholder value.
Members of the Compensation Committee:
Gary C. List
John E. Cunningham, IV
Certain Relationships and Related Transactions
Acorn Ventures-IS, LLC and John E. and Carolyn Cunningham are entitled to
certain registration rights with respect to the shares of Common Stock and the
Common Stock issuable upon exercise of the warrants purchased in private
placements completed in 1998. Rufus W. Lumry, III, one of the Company's
directors, is the principal stockholder, sole director and president of Acorn
Ventures, Inc., the sole member of Acorn Ventures-IS, LLC. John E. Cunningham
is also one of the Company's directors.
On May 21, 1998, the Company entered into Consulting Agreements with Acorn
Ventures and John E. Cunningham, IV, pursuant to which the Company is required
to pay reasonable out-of-pocket expenses incurred by them in connection with
their services as consultants. In addition, the Company has entered into
agreements to indemnify Acorn Ventures-IS, LLC and John E. Cunningham, IV
against expenses (including attorneys' fees), judgments, fines and settlement
amounts incurred by them in any action or proceeding in which they are parties
or participants arising out of their services as consultants. These consulting
services include assistance in defining the Company's business strategy,
identifying and meeting with sources of financing and assisting the Company in
structuring and negotiation such financings. The Consulting Agreements have
terms of five years and are terminable by either party upon breach of the
Consulting Agreement by the other party or on 30 days' notice. Other than the
reimbursement of out-of-pocket expenses, there is no other cash compensation
under the Consulting Agreements. The Company anticipates that the Consulting
Agreements will be terminated in May 2000.
In July 1998, the Company entered into a joint venture agreement with
Thomson Directories Limited to form TDL InfoSpace to replicate its content,
community and commerce services in Europe. TDL InfoSpace has been providing
content services in the United Kingdom since the third quarter of 1998. Under
the Web site services agreement, Thomson provides its directory information to
TDL InfoSpace and sell Internet yellow pages advertising for the joint venture
through its local sales forces. The Company also licenses its technology and
provides hosting services to TDL InfoSpace. Thomson and the Company each
purchased a 50% interest in TDL InfoSpace and are required to provide
reasonable working capital to TDL InfoSpace. As of December 31, 1999, the
Company had contributed $496,000 to the joint venture. Gary C. List, one of
our directors, is Chairman of Thomson Directories Limited and Chief Executive
of its parent company, TDL Group Limited.
In January 2000, the Company entered into contracts to provide content and
promotional services to ImageX.com, Inc., pursuant to which the Company may
earn up to $1.2 million in fees over a one-year period. Rufus W. Lumry, III,
one of the Company's directors, is President of Acorn Ventures, Inc., which
directly and through affiliated entities beneficially owns over 12% of the
common stock of ImageX.com, Inc. as of February 29, 2000 (based on information
filed with the SEC by ImageX.com, Inc.).
During 1999, the Company entered into a technology license and development
agreement for the development of online shopping cart technology with TEOCO
Corporation. Under the terms of the agreement, the Company paid a development
fee to TEOCO Corporation of $400,000. The Company owns all rights to the
technology and has granted a perpetual license to TEOCO Corporation to use the
developed technology for certain limited uses. Atul Jain, the President and
majority shareholder of TEOCO Corporation, is the brother of Naveen Jain, the
Company's Chairman and Chief Executive Officer.
13
<PAGE>
The Company believes that all the transactions set forth above were made on
terms no less favorable to the Company than could have been obtained from
unaffiliated third parties. Any future transactions, including loans, between
the Company and its officers, directors and principal stockholders and their
affiliates will be approved by a majority of the Board of Directors, including
a majority of the independent and disinterested directors, and will be on
terms no less favorable to the Company than could be obtained from
unaffiliated third parties.
The Company has entered into indemnification agreements with each of its
executive officers and directors.
On December 11, 1998, the Company, all of its current and future directors
and Naveen Jain entered into an Indemnification Agreement whereby Mr. Jain
placed 8,000,000 shares of the Company's Common Stock beneficially owned by
him into an escrow account to indemnify the Company and the Company's
directors for a period of five years for certain known and unknown liabilities
that may have arisen prior to September 30, 1998. The indemnification
agreement, however, did not provide for indemnification for certain matters
known by the Board prior to September 30, 1998 or losses less than $100,000.
On February 10, 2000, in exchange for the release of such shares, Mr. Jain
entered in a Noncompetition Agreement with the Company. In addition to
noncompetition, nondisclosure and invention release provisions which apply for
the duration of his employment, the Noncompetition Agreement also provides
that Mr. Jain will not engage in activities which compete with the business of
the Company for a period of two years after termination of his employment with
the Company for any reason.
In connection with the Company's Employment Agreement dated as of December
16, 1999 with Bernee D.L. Strom, the Company agreed to extend a loan to Ms.
Strom in the amount of $10 million for the purpose of exercising stock options
and paying federal taxes thereon. The loan will be due and payable two years
from the date of the Employment Agreement, and bears interest at the prime
rate. The largest amount outstanding since the date of the Employment
Agreement was $10.0 million, which was the outstanding balance of the loan as
of February 29, 2000. For a further description of the Employment Agreement,
see "--Employment Agreement" above.
14
<PAGE>
Performance Graph
Set forth below is a line graph comparing the cumulative return to the
stockholders of the Company's Common Stock to the cumulative return of (i) the
Nasdaq U.S. Index and (ii) the Hambrecht & Quist Internet Index for the period
commencing December 15, 1998 (the date of the Company's initial public
offering) and ending on December 31, 1999. The information contained in the
performance graph shall not be deemed to be "soliciting material" or to be
"filed" with the SEC, and such information shall not be incorporated by
reference into any future filing under the Securities Act or Exchange Act,
except to the extent that the Company specifically incorporates it by
reference into such filing.
COMPARISON OF CUMULATIVE TOTAL RETURN*
AMONG INFOSPACE, INC., THE NASDAQ STOCK MARKET (U.S.) INDEX
AND THE HAMBRECHT & QUIST INTERNET INDEX
Nasdaq Stock Market Chase H&Q
DATES InfoSpace -U.S. Internet
- ----- --------- ----- --------
12/15/98 100.00 100.00 100.00
Dec-98 254.17 109.08 115.45
Jan-99 383.33 124.94 171.53
Feb-99 363.33 113.74 153.70
Mar-99 590.83 122.02 195.32
Apr-99 955.42 125.45 221.06
May-99 626.67 122.56 186.09
Jun-99 626.67 133.50 201.16
Jul-99 612.50 131.56 177.43
Aug-99 614.17 136.77 186.80
Sep-99 548.33 136.55 206.78
Oct-99 741.67 146.47 228.63
Nov-99 1355.83 162.10 288.15
Dec-99 2853.33 197.07 400.28
15
<PAGE>
Transaction of Other Business
The Board of Directors of the Company knows of no other matters to be
submitted at the meeting. If any other matters come before the meeting, it is
the intention of the persons named in the accompanying form of proxy to vote
the shares they represent as the Board of Directors may recommend.
By Order of the Board of Directors
/s/ Ellen B. Alben
Ellen B. Alben
Senior Vice President, Legal and
Business Affairs
and Secretary
Redmond, Washington
April 25, 2000
16
<PAGE>
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
INFOSPACE, INC.
ANNUAL MEETING OF STOCKHOLDERS
MAY 22, 2000
The undersigned stockholder(s) of InfoSpace, Inc., a Delaware corporation,
hereby acknowledge(s) receipt of the Notice of Annual Meeting of Stockholders
and Proxy Statement, each dated April 25, 2000, and hereby appoints Ellen B.
Alben and Tammy D. Halstead, and each of them, proxies and attorneys-in-fact,
with full power of substitution, on behalf and in the name of the undersigned,
to represent the undersigned at the Annual Meeting of Stockholders of InfoSpace,
Inc. to be held May 22, 2000, at 10:00 a.m., Pacific Standard Time, at the Hyatt
Regency Bellevue located at 900 Bellevue Way NE, Bellevue, Washington 98004, and
at any adjournment or adjournments thereof, and to vote all shares of Common
Stock which the undersigned would be entitled to vote if then and there
personally present, on the matters set forth on the reverse side:
CONTINUED, AND TO BE SIGNED AND DATED ON REVERSE SIDE
- --------------------------------------------------------------------------------
. FOLD AND DETACH HERE .
<PAGE>
<TABLE>
<S> <C> <C> <C> <C>
Please mark [X]
your votes
as indicated in
this example
WITHHOLD
FOR all of the AUTHORITY
nominees listed to vote for
below (except as all of the
indicated) nominees listed below FOR AGAINST ABSTAIN
1. ELECTION OF DIRECTORS [ ] [ ] 2. Proposal to ratify the appointment of [ ] [ ] [ ]
Deloitte & Touche LLP as independent
If you wish to withhold authority to vote for auditors of Company for the fiscal
any individual nominee, strike a line through year ending December 31, 2000.
that nominee's name in the list below:
Nominees: John E. Cunningham, IV
Ashok Narasimhan
Arun Sarin
Address change? Indicate change below.
__________
|
| THE SHARES REPRESENTED BY THIS PROXY WILL BE
| VOTED IN ACCORDANCE WITH THE SPECIFICATIONS
MADE. IF NO SPECIFICATION IS MADE, THE SHARES
REPRESENTED BY THIS PROXY WILL BE VOTED FOR
EACH OF THE ABOVE PERSONS AND PROPOSALS. IF ANY
OTHER MATTERS PROPERLY COME BEFORE THE
MEETING, THE PERSONS NAMED IN THIS PROXY WILL
VOTE IN THEIR DISCRETION.
Signature(s)__________________________________________________________________________________________ Date:__________________, 2000
PLEASE SIGN exactly as your name appears hereon. Joint owners should each sign. Executors, administrators, trustees, etc., should so
indicate when signing. If signer is a corporation, please sign full name by duly authorized officer.
- ------------------------------------------------------------------------------------------------------------------------------------
. FOLD AND DETACH HERE .
</TABLE>
