<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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 Under Rule 14a-12
iVILLAGE 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>
iVillage.com(TM) [LOGO]
212 Fifth Avenue
New York, New York 10010
April 11, 2000
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders
which will be held at The 200 Fifth Avenue Club, in the International Toy
Center, 200 Fifth Avenue, New York, New York at 10:00 a.m. on Wednesday,
May 17, 2000. On the following pages you will find the formal Notice of Annual
Meeting and Proxy Statement.
Whether or not you plan to attend the meeting in person, it is important
that your shares be represented and voted at the meeting. Accordingly, please
date, sign and return the enclosed proxy card promptly.
I hope that you will attend the meeting and I look forward to seeing you
there.
Sincerely,
/s/ Candice Carpenter
----------------------
CANDICE CARPENTER
Co-Chairperson of the Board and
Chief Executive Officer
<PAGE>
iVILLAGE INC.
212 Fifth Avenue
New York, New York 10010
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 17, 2000
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the "Annual
Meeting") of iVillage Inc., a Delaware corporation ("iVillage"), will be held on
Wednesday, May 17, 2000, at 10:00 a.m. (local time), at The 200 Fifth Avenue
Club, in the International Toy Center, 200 Fifth Avenue, New York, New York, for
the following purposes:
1. To elect three Class II Directors to the Board of Directors of
iVillage;
2. To ratify the appointment of PricewaterhouseCoopers LLP as the
independent auditors of iVillage for the fiscal year ending
December 31, 2000; and
3. To transact such other business as may properly come before the Annual
Meeting or at any adjournment or postponement thereof.
Stockholders of record at the close of business on April 6, 2000 are
entitled to notice of, and to vote at, the Annual Meeting or any adjournment or
postponement thereof. A list of such stockholders will be available at the
Annual Meeting and, for any purpose germane to the Annual Meeting, during the
ten days prior to the Annual Meeting, at the office of the Secretary of
iVillage, 212 Fifth Avenue, New York, New York, during ordinary business hours.
All stockholders are cordially invited to attend the Annual Meeting. If you
do not expect to be present at the Annual Meeting, you are requested to fill in,
date and sign the enclosed proxy and mail it promptly in the enclosed envelope
to make sure that your shares are represented at the Annual Meeting. In the
event you decide to attend the Annual Meeting in person, you may, if you desire,
revoke your proxy and vote your shares in person.
YOUR VOTE IS IMPORTANT
IF YOU ARE UNABLE TO BE PRESENT PERSONALLY, PLEASE MARK, SIGN AND DATE THE
ENCLOSED PROXY, WHICH IS BEING SOLICITED BY THE BOARD OF DIRECTORS, AND RETURN
IT PROMPTLY IN THE ENCLOSED ENVELOPE.
By Order of the Board of Directors,
/s/ Steven A. Elkes
----------------------
Steven A. Elkes
Secretary
New York, New York
April 11, 2000
<PAGE>
iVILLAGE INC.
212 Fifth Avenue
New York, New York 10010
------------------
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
MAY 17, 2000
------------------
This proxy statement is furnished to stockholders of iVillage Inc.
("iVillage") in connection with the solicitation of proxies, in the accompanying
form, by the Board of Directors of iVillage (the "Board") for use in voting at
the Annual Meeting of Stockholders ("Annual Meeting") to be held at The 200
Fifth Avenue Club, in the International Toy Center, 200 Fifth Avenue, New York,
New York, on Wednesday, May 17, 2000, at 10:00 a.m., and at any adjournment or
postponement thereof.
This proxy statement, and the accompanying form of proxy, are first being
mailed to stockholders on or about April 11, 2000.
VOTING RIGHTS AND SOLICITATION OF PROXIES
PURPOSE OF THE ANNUAL MEETING
The specific proposals to be considered and acted upon at the Annual
Meeting are summarized in the accompanying Notice of Annual Meeting of
Stockholders. Each proposal is described in more detail in this proxy statement.
RECORD DATE AND OUTSTANDING SHARES
The Board has fixed the close of business on April 6, 2000 as the record
date (the "Record Date") for the determination of stockholders entitled to
notice of, and to vote at, the Annual Meeting. Only stockholders of record at
the close of business on that date will be entitled to vote at the Annual
Meeting or any and all adjournments or postponements thereof. As of April 6,
2000, iVillage had issued and outstanding 29,646,845 shares of common stock,
comprising all of iVillage's issued and outstanding voting stock.
REVOCABILITY AND VOTING OF PROXIES
Any person signing a proxy in the form accompanying this proxy statement
has the power to revoke it prior to the Annual Meeting or at the Annual Meeting
prior to the vote pursuant to the proxy. A proxy may be revoked by any of the
following methods:
o by writing a letter delivered to Steven A. Elkes, Secretary of iVillage,
stating that the proxy is revoked;
o by submitting another proxy with a later date; or
o by attending the Annual Meeting and voting in person.
Please note, however, that if a stockholder's shares are held of record by
a broker, bank or other nominee and that stockholder wishes to vote at the
Annual Meeting, the stockholder must bring to the Annual Meeting a letter from
the broker, bank or other nominee confirming that stockholder's beneficial
ownership of the shares.
Unless we receive specific instructions to the contrary or unless such
proxy is revoked, shares represented by each properly executed proxy will be
voted: (i) FOR the election of each of iVillage's nominees as a director; (ii)
FOR the ratification of the appointment of PricewaterhouseCoopers LLP as the
independent auditors of iVillage for the fiscal year ending December 31, 2000;
and (iii) with respect to any other matters that may properly come before the
Annual Meeting, at the discretion of the proxy holders. iVillage does not
presently anticipate any other business will be presented for action at the
Annual Meeting.
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VOTING AT THE ANNUAL MEETING
Each share of common stock outstanding on the Record Date will be entitled
to one vote on each matter submitted to a vote of the stockholders, including
the election of directors. Cumulative voting by stockholders is not permitted.
The presence, in person or by proxy, of the holders of a majority of the
votes entitled to be cast by the stockholders entitled to vote at the Annual
Meeting is necessary to constitute a quorum. Abstentions and broker "non-votes"
are counted as present and entitled to vote for purposes of determining a
quorum. 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 for that particular item and has not
received instructions from the beneficial owner.
A plurality of the votes cast is required for the election of directors.
Abstentions and broker "non-votes" are not counted for purpose of the election
of directors.
SOLICITATION
We will pay the costs relating to this proxy statement, the proxy and the
Annual Meeting. We may reimburse brokerage firms and other persons representing
beneficial owners of shares for their expenses in forwarding solicitation
material to beneficial owners. Directors, officers and regular employees may
also solicit proxies. They will not receive any additional pay for the
solicitation. iVillage has retained Acumen Partners LLC to assist in the
solicitation of proxies, at an estimated cost of $7,500 plus other reasonable
expenses.
2
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PROPOSAL NO. 1:
ELECTION OF DIRECTORS
The By-Laws of iVillage provide that the Board of Directors is divided into
three classes, denominated Class I, Class II and Class III, the terms of which
expire successively over a three-year period. At the Annual Meeting, three
individuals will be elected as Class II directors for a three-year term until
their successors are elected and qualified.
The Board of Directors currently has ten members. Jay C. Hoag, Douglas
McCormick and Daniel H. Schulman are Class II Directors whose terms expire at
the Annual Meeting and each of whom is a nominee for election. Candice
Carpenter, Nancy Evans, Habib Kairouz and Martin Yudkovitz are Class III
Directors whose terms expire at the 2001 annual meeting of stockholders. Alan
Colner, Lennert J. Leader and Michael Levy are Class I Directors whose terms
expire at the 2002 annual meeting of stockholders.
Unless otherwise instructed, the proxy holders will vote the proxies
received by them for the nominees named below, all of whom are presently
directors of iVillage. If any nominee is unable or declines to serve as a
director at the time of the Annual Meeting, the proxies will be voted for any
nominee designated by the present Board of Directors to fill the vacancy. It is
not expected that any nominee will be unable or will decline to serve as a
director. If stockholders properly nominate persons other than iVillage's
nominees for election as directors, the proxy holders will vote all proxies
received by them to assure the election of as many of iVillage's nominees as
possible, with the proxy holder making any required selection of specific
nominees to be voted for. The term of office of each person elected as a
director will continue until the 2003 annual meeting of stockholders or until
his earlier death, resignation or removal. There is no family relationship
between any director and any other director or executive officer of iVillage.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE "FOR" THE
ELECTION OF MESSRS. HOAG, McCORMICK AND SCHULMAN AS DIRECTORS.
DIRECTOR INFORMATION
The following provides information about each nominee and continuing
director, including data on their business backgrounds and the names of public
companies and other selected entities for which they also serve as directors.
The information concerning the directors and their security holdings has been
furnished to us by each director.
CLASS II DIRECTORS--NOMINEES FOR A TERM OF THREE YEARS EXPIRING IN 2003
JAY C. HOAG, age 41, has been a director of iVillage since February 1999.
Since June 1995, Mr. Hoag has been a General Partner of Technology Crossover
Ventures, a venture capital firm. From 1982 to 1994, Mr. Hoag served in a
variety of capacities at Chancellor Capital Management, Inc. Mr. Hoag is
currently a director of ONYX Software Corporation, a provider of customer
management software, eLoyalty Corporation, a management consulting and
information technology services company, FirePond, Inc., an e-commerce software
provider, and Autoweb.com, a consumer automotive Internet service. He also
serves as a director of several privately held companies. Mr. Hoag received his
M.B.A. from the University of Michigan and a B.A. in Economics and political
science from Northwestern University.
DOUGLAS MCCORMICK, age 50, has been a director of iVillage since February
1999. Since January 1999, Mr. McCormick has been President and Chief Executive
Officer of McCormick Media, Inc. From 1993 to 1999, Mr. McCormick was President
and Chief Executive Officer of Lifetime Television, a joint venture of The
Hearst Corporation and The Walt Disney Company. Mr. McCormick held various
positions at Lifetime from 1984 to 1993 in the sales, marketing and research
areas. Mr. McCormick received an M.B.A. from the Columbia University School of
Business and a B.A. in speech/communications from the University of Dayton.
DANIEL H. SCHULMAN, age 42, has been a director of iVillage since February
1999. Since June 1999, Mr. Schulman has been President and Chief Operating
Officer of Priceline.com. From October
3
<PAGE>
1998 to June 1999, Mr. Schulman was an Executive Vice President at AT&T Corp.
and was President of AT&T WorldNet Services from January 1997 to October 1998.
From January 1996 to January 1997, Mr. Schulman was a Vice President of Business
Services at AT&T Corp. From December 1994 to January 1996, he served as a
Marketing Vice President at AT&T Corp. and also was a General Manager at AT&T
Corp. from June 1993 to December 1994. Mr. Schulman is currently a director of
Net2Phone, Inc., an Internet telephone service provider, and Symantec
Corporation, a provider of utility software for business and personal computing.
Mr. Schulman received an M.B.A. from New York University and a B.S. from
Middlebury College.
CLASS III DIRECTORS--TO CONTINUE IN OFFICE UNTIL 2001
CANDICE CARPENTER, age 47, is a founder of iVillage and has been
Chairperson of the Board and Chief Executive Officer since the inception of
iVillage in June 1995 and Co-Chairperson of the Board since December 1998. Prior
to founding iVillage, Ms. Carpenter was President of Q2, the upscale QVC, Inc.
shopping channel, from 1993 through 1995. Ms. Carpenter was also a consultant to
America Online, Inc. ("AOL") and Discovery Communications, Inc. in 1995. From
1989 to 1993, Ms. Carpenter was President of Time Life Inc.'s Time Life Video
and Television and previously was Vice President in Consumer Marketing at
American Express Company. Ms. Carpenter received an M.B.A. from Harvard Business
School and a B.A. from Stanford University.
NANCY EVANS, age 49, is a founder of iVillage and has been Editor-in-Chief
since inception in June 1995 and Co-Chairperson of the Board since December
1998. Ms. Evans is primarily responsible for the editorial quality and content
for all of iVillage's editorial products online, in print or on television.
Prior to founding iVillage, Ms. Evans created Family Life magazine in 1991,
which she published in partnership with Jann Wenner. From 1987 to 1991,
Ms. Evans served as President and Publisher of Doubleday. Prior to her
employment at Doubleday, Ms. Evans was Vice President and Editor-In-Chief of the
Book-of-the-Month Club, where she launched the Children's Book-of-the-Month
Club. Ms. Evans graduated from Skidmore College with a B.A. and is also a
graduate fellow at Columbia University.
HABIB KAIROUZ, age 33, has been a director of iVillage since March 1998.
Currently, Mr. Kairouz is Managing Director of Rho Management Company, Inc., an
investment company, and has been with Rho since 1993. He also serves as a
director at Bellwether Exploration Company, Inc., an oil drilling company, and a
number of other private companies. Mr. Kairouz received a B.S. in Engineering
and a B.A. in Economics from Cornell University and an M.B.A. in Finance from
Columbia University.
MARTIN J. YUDKOVITZ, age 46, has been a director of iVillage since February
1999. Mr. Yudkovitz has been an Executive Vice President of National
Broadcasting Company, Inc. ("NBC") since December 1999 and President of NBC
Interactive Media since December 1995. Mr. Yudkovitz is responsible for
developing NBC's new media strategy and managing NBC's interactive operations.
From December 1993 to December 1995, Mr. Yudkovitz served as Senior Vice
President of NBC Multimedia, and in addition was appointed Senior Vice President
of Strategic Development of NBC in March 1993. He has also served as General
Counsel and Vice President for Business Affairs of CNBC. Mr. Yudkovitz joined
NBC in 1984. Mr. Yudkovitz is also a director of NBC Internet, Inc., Net2Phone,
Inc. and Talk City, Inc. Mr. Yudkovitz received a B.A. from Rutgers University
and a J.D. from Columbia Law School.
CLASS I DIRECTORS--TO CONTINUE IN OFFICE UNTIL 2002
ALAN COLNER, age 45, has been a director of iVillage since February 1999.
Since August 1996, Mr. Colner has served as Managing Director, Private Equity
Investments at Moore Capital Management, Inc. Before joining Moore, he was a
Managing Director of Corporate Advisors, L.P., the general partner of Corporate
Partners, a private equity fund affiliated with Lazard Freres & Co. LLC.
Mr. Colner is a director of GoTo.com, Inc., an Internet search company, and
NextCard, Inc., an Internet based provider of consumer credit. Mr. Colner also
serves as a director of several privately held companies. Mr. Colner received an
M.B.A. from the Stanford University Graduate School of Business and a B.A. from
Yale University.
4
<PAGE>
LENNERT J. LEADER, age 44, has been a director of iVillage since July 1998.
Since February 1998, Mr. Leader has been President of AOL Investments, a
division of AOL. Mr. Leader served as Senior Vice President, Chief Financial
Officer and Treasurer of AOL from September 1989 until July 1998 and was Chief
Accounting Officer from October 1993 until July 1998. Prior to joining AOL,
Mr. Leader was Vice President-Finance of LEGENT Corporation, a computer software
and services company, from March 1989 to September 1989, and Chief Financial
Officer of Morino, Inc., a computer software and services company, from 1986 to
March 1989 and its Director of Finance from 1984 to 1986. Prior to joining
Morino, Inc. in 1984, he was an audit manager at Price Waterhouse. Mr. Leader
serves as a director of Multex.com, Inc. Mr. Leader graduated with a B.S. in
Accounting in 1977 from the University of Baltimore.
MICHAEL LEVY, age 53, has been a director of iVillage since November 1998.
Mr. Levy currently serves as President and Chief Executive Officer at
SportsLine.com, Inc., a position he has held since February 1994. Mr. Levy is
also a director of SportsLine.com. Prior to joining SportsLine.com, Mr. Levy was
a private investor. Mr. Levy serves as a director of NetCreations Inc., an
e-mail marketing services company. Mr. Levy received a B.S. in Electrical
Engineering from the Georgia Institute of Technology.
BOARD MEETINGS AND COMMITTEES
The Board of Directors held nine meetings during the fiscal year ended
December 31, 1999 and acted seven times by unanimous written consent. The Board
of Directors has an Audit Committee and a Compensation Committee.
The Audit Committee currently consists of directors Hoag, Leader and
Colner. The Audit Committee reviews the internal accounting procedures of
iVillage and recommends, consults with and reviews the services provided by
iVillage's independent accountants. The Audit Committee held four meetings
during the fiscal year ended December 31, 1999.
The Compensation Committee currently consists of directors McCormick,
Kairouz and Levy. The Compensation Committee reviews and recommends to the Board
of Directors the compensation and benefits of all officers of iVillage,
administers iVillage's stock option plans and establishes and reviews general
policies relating to compensation and benefits of employees of iVillage. The
Compensation Committee held eight meetings during the fiscal year ended
December 31, 1999.
During fiscal 1999, each director attended 75% or more of the meetings of
the Board of Directors and of the committees of the Board on which the director
served during the period for which he was a director or committee member,
respectively, except for Mr. Yudkovitz.
DIRECTOR COMPENSATION
Directors do not currently receive any cash compensation from iVillage for
their service as members of the Board of Directors, although they are reimbursed
for certain expenses in connection with attendance at Board and Committee
meetings. From time to time, certain directors of iVillage have received grants
of options to purchase shares of iVillage's common stock pursuant to the 1995
Amended and Restated Employee Stock Option Plan and the Amended and Restated
1999 Employee Stock Option Plan. Under iVillage's 1999 Director Option Plan,
non-employee directors are eligible to receive non-discretionary, automatic
stock option grants.
On December 15, 1999, each non-employee director of iVillage was granted an
option to purchase 1,666 shares of iVillage's common stock at an exercise price
of $25.38 per share pursuant to the 1999 Director Option Plan. On January 13,
2000, each non-employee director was also granted an option to purchase an
additional 10,000 shares of common stock at an exercise price of $17.625 under
the Amended and Restated 1999 Employee Stock Option Plan.
5
<PAGE>
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth the compensation earned for services
rendered to iVillage in all capacities for the fiscal years ended December 31,
1997, 1998 and 1999 by iVillage's Chief Executive Officer and its four next most
highly compensated executive officers who earned more than $100,000 during the
fiscal years ended December 31, 1997, 1998 and 1999 (collectively, the "Named
Executive Officers").
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
------------
AWARDS
------------
ANNUAL COMPENSATION SECURITIES
-------------------------------------- UNDERLYING
OTHER ANNUAL OPTIONS/SARS
NAME AND PRINCIPAL POSITION YEAR SALARY($) BONUS($) COMPENSATION($) (#)(1)
- ------------------------------------------------ ---- --------- -------- --------------- ------------
<S> <C> <C> <C> <C> <C>
Candice Carpenter .............................. 1999 $ 225,000 $ 90,000 -- 333,333
Chief Executive Officer 1998 225,000 -- -- 153,334
1997 266,250 50,000 3,708 93,334
Nancy Evans .................................... 1999 208,750 134,000 -- 116,667
Editor-in-Chief 1998 195,000 -- -- 76,667
1997 245,417 25,000 -- --
John W. Glascott(2) ............................ 1999 211,279 91,307 -- 30,000
Senior Vice President, Sponsorship 1998 155,906 50,000 -- 66,667
1997 -- -- -- --
Allison Abraham(3) ............................. 1999 164,167 99,000 75,000(4) --
Chief Operating Officer 1998 68,228 -- -- 125,003
1997 -- -- -- --
Steven A. Elkes ................................ 1999 166,500 202,099 -- 6,667
Senior Vice President, Business Affairs 1998 158,968 12,150 -- 16,667
1997 135,000 40,000 1,875 28,334
</TABLE>
- ------------------------------
(1) Options were granted under iVillage's 1995 Amended and Restated Employee
Stock Option Plan or Amended and Restated 1999 Employee Stock Option Plan
and generally vest 1/4 one year after the date of employment and the
remainder in equal quarterly installments, except for the grants of options
in fiscal 1999 to Msdmes. Carpenter and Evans. See "Certain Transactions."
(2) Mr. Glascott joined iVillage in April 1998.
(3) Ms. Abraham joined iVillage in June 1998.
(4) Consists of reimbursement of relocation expenses.
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OPTION GRANTS IN LAST FISCAL YEAR
The following table sets forth certain information with respect to stock
options granted to each of the Named Executive Officers during the fiscal year
ended December 31, 1999. iVillage has never granted any stock appreciation
rights. The exercise price per share of each option was equal to the fair market
value of the common stock on the date of grant as determined by the Board of
Directors. The potential realizable value is calculated based on the term of the
option at its time of grant (seven years). It is calculated assuming that the
fair market value of common stock on the date of grant appreciates at the
indicated annual rate compounded annually for the entire term of the option and
that the option is exercised and sold on the last day of its term for the
appreciated stock price. These numbers are calculated based on the requirements
of the Securities and Exchange Commission and do not reflect iVillage's estimate
of future stock price growth.
<TABLE>
<CAPTION>
PERCENT OF
NUMBER OF TOTAL
SECURITIES OPTIONS POTENTIAL REALIZABLE VALUE AT ASSUMED
UNDERLYING GRANTED TO EXERCISE ANNUAL RATES OF STOCK
OPTIONS EMPLOYEES IN PRICE PER PRICE APPRECIATION FOR OPTION TERM
GRANTED FISCAL YEAR SHARE EXPIRATION ----------------------------------------
NAME (#) (%) ($/SH) DATE 5%($) 10%($)
- ---------------------------- ---------- ------------ --------- ---------- ---------------------- ----------------
<S> <C> <C> <C> <C> <C> <C>
Candice Carpenter........... 333,333 10% $ 24.00 2/1/06 $3,256,800 $7,589,729
Nancy Evans................. 116,667 3 24.00 2/1/06 1,139,881 2,656,408
John W. Glascott............ 30,000 1 23.44 11/3/06 286,273 667,138
Allison Abraham............. -- -- -- -- -- --
Steven A. Elkes............. 6,667 -- 24.00 2/1/06 65,139 151,802
</TABLE>
FISCAL YEAR-END OPTION VALUES
The following table sets forth information with respect to the Named
Executive Officers concerning stock options held during the fiscal year ended
December 31, 1999 and exercisable and unexercisable options held as of
December 31, 1999. No options were exercised during fiscal 1999 by any of the
officers. The value of unexercised in-the-money options at fiscal year-end is
based on $20.25 per share, the assumed fair market value of the common stock at
December 31, 1999, less the exercise price per share.
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES UNDERLYING VALUE OF UNEXERCISED
UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS AT
AT FISCAL YEAR-END (#) FISCAL YEAR-END
---------------------------- ----------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---------------------------------------------------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
Candice Carpenter................................... 109,999 470,002 $ 1,614,736 $ 1,984,284
Nancy Evans......................................... 28,750 164,584 409,688 682,817
John W. Glascott.................................... 25,000 71,667 356,250 593,755
Allison Abraham..................................... 48,958 76,045 637,740 978,897
Steven A. Elkes..................................... 28,124 28,544 401,156 340,999
</TABLE>
7
<PAGE>
COMPENSATION COMMITTEE REPORT
The Compensation Committee (the "Committee") of the Board of Directors
currently consists of Douglas McCormick, Habib Kairouz and Michael Levy, all of
whom are outside directors of iVillage. The Committee reviews and recommends to
the Board of Directors the compensation and benefits of all officers of iVillage
and establishes and reviews general policies relating to compensation and
benefits of employees of iVillage. The following is the report of the Committee
describing compensation policies and rationale applicable to iVillage's
executive officers with respect to the compensation paid to such executive
officers for the fiscal year ended December 31, 1999. The information contained
in this report shall not be deemed to be "soliciting material" or to be "filed"
with the Securities and Exchange Commission, nor shall such information be
incorporated by reference into any future filing under the Securities Act of
1933, as amended, or the Securities Exchange Act of 1934, as amended (the "1934
Act"), except to the extent that iVillage specifically incorporates it by
reference in such filing.
PHILOSOPHY AND REVIEW OF COMPENSATION
iVillage's executive compensation program is generally designed to align
the interests of executives with the interests of stockholders and to reward
executives for achieving corporate and individual objectives. The executive
compensation program is also designed to attract and retain the services of
qualified executives in the highly competitive Internet, high technology and
media marketplaces. iVillage uses salaries, bonuses and stock options to meet
these goals.
The compensation program is structured to recognize each executive's level
of responsibility and to reward exceptional individual and corporate
performance. The program takes into account both annual operating results and
the desirability of providing incentives for future improvement. This includes
the ability to implement the Company's business plans as well as to react to
unanticipated external factors that can have a significant impact on corporate
performance. Compensation decisions for all executives, including the Chief
Executive Officer ("CEO"), are based on the same criteria.
The Committee has considered the potential impact of Section 162(m) of the
Internal Revenue Code on the compensation paid to iVillage's executive officers.
Section 162(m) disallows a tax deduction for any publicly held corporation for
individual compensation exceeding $1.0 million in any taxable year for any of
the executive officers, unless compensation is performance-based. In general, it
is the Committee's policy to qualify, to the maximum extent possible, its
executives' compensation for deductibility under applicable tax laws. The
Committee believes that this limitation did not result in the loss of any
potential tax deduction to iVillage for its fiscal year ended December 31, 1999.
BASE SALARIES
Base salary levels for the CEO and other executive officers are intended to
compensate executives competitively within the Internet high-technology and
media marketplaces. Salaries and salary adjustments are based on the
responsibilities, performance and experience of each executive, regular reviews
of competitive positioning (comparing the Company's salary structure with that
of similar companies) and business performance. While there is no specific
weighting of these factors, the responsibilities, performance and experience of
each executive and reviews of competitive positioning are the most important
considerations. Base salaries are determined on an individual basis by
evaluating each executive's scope of responsibility, past performance, prior
experience and data on prevailing compensation levels in relevant markets for
executive talent. Regarding the latter measure, certain companies included in
the peer group index of the Stock Performance Graph are also included in surveys
reviewed by the Committee in determining salary levels for the CEO and other
executive officers of iVillage. Base salaries for executives are reviewed
annually by the Committee.
8
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BONUSES
Bonuses or other short-term cash awards to executives are directly based on
iVillage's fiscal year operating results and recognize contributions to the
business during the fiscal year. The specific bonus the CEO and each of the
other nine senior executive officers receives is dependent on the executive's
level of responsibility, individual performance and iVillage's performance.
Levels of responsibility are evaluated annually by the Committee without regard
to any specific formula. Assessments of individual performance are made annually
by the Committee after receiving the evaluations and recommendations of the CEO.
Such assessments are based on a number of factors, including individual and
corporate performance, initiative, business judgement and management skills.
Assessments of iVillage's performance are made annually by the Committee based
on iVillage's operating and financial results and satisfaction of specified
performance targets.
Total bonuses to the CEO and the other senior executive officers for fiscal
1999 aggregated approximately 1.3% of pre-tax income (before deduction of the
cash bonuses), with 15.7% of such total bonuses being awarded to Ms. Carpenter.
The portion of the total bonus pool awarded to Ms. Carpenter for fiscal 1999
reflects her significant personal contributions to the business and her
leadership in building iVillage's revenues and capital position. The award was
based on the Committee's general evaluation of Ms. Carpenter's overall
contribution as CEO to iVillage's performance levels. The Committee believes
that Ms. Carpenter's cash compensation (salary and cash bonus) was appropriate
in relation to compensation of CEOs of comparable companies, including the
companies comprising the peer group reflected in the Stock Performance Graph,
taking into account the size and business results of iVillage and those
companies.
LONG-TERM EQUITY INCENTIVES
iVillage provides long-term incentives to its executive officers and to all
other employees through the grant of stock options under its stock option plans.
The purpose of granting stock options is to create a direct link between
compensation and the long-term performance of iVillage's common stock. iVillage
stock options are generally granted at an exercise price equal to 100% of the
fair market value on the date of grant, have a seven-year term and generally
vest in installments over 48 months. Because the receipt of value by an
executive officer under a stock option is dependent upon an increase in the
price of iVillage's common stock, this portion of the executives' compensation
is directly aligned with an increase in stockholder value. The primary stock
options granted to executive officers are generally in conjunction with the
executive officer's acceptance of employment with iVillage. When determining the
number of stock options to be awarded to an executive officer, the Committee
considers the executive's current contribution to iVillage's performance, the
executive officer's anticipated contribution in meeting iVillage's long-term
strategic performance goals, and comparisons to formal and informal surveys of
executive stock option grants made by other Internet companies. The Committee
also reviews stock option levels for executive officers at the beginning of each
fiscal year in light of long-term strategic and performance objectives and each
executive's current and anticipated contributions to iVillage's future
performance. Reflecting the increasing scope of iVillage's business, the
Committee recommended (and the full Board of Directors granted) incentive stock
option grants in February 1999 for the CEO and Editor-in-Chief under the Amended
and Restated 1999 Employee Stock Option Plan to purchase 333,333 and 116,667
shares of common stock, respectively, at an exercise price equal to $24.00 per
share. The stock options granted to the CEO vest 20% upon each of the second and
third anniversaries of the date of grant and 30% upon each of the fourth and
fifth anniversaries of the date of grant. The Editor-in-Chief's options vest at
the rate of 25% per year beginning on the second anniversary of the date of
grant. The Committee also recommended (and the full Board of Directors granted)
stock option grants for the other senior executive officers of an aggregate of
250,001 shares during fiscal 1999. These options generally vest over four years
from the date of grant.
9
<PAGE>
OTHER COMPENSATION
iVillage's executive officers are also eligible to participate in
compensation and benefit programs generally available to other employees,
including iVillage's Employee Stock Purchase Plan. In addition, from time to
time, executive officers have received sign-on bonuses or other bonuses based on
extraordinary effort.
CEO COMPENSATION
Candice Carpenter is Chief Executive Officer and Co-Chairperson of the
Board of Directors. The Committee reviews Ms. Carpenter's compensation annually
using the same criteria and policies as are employed for other executive
officers. The Board of Directors determined Ms. Carpenter's compensation based
upon the Committee's recommendation.
Members of the Compensation Committee
Habib Kairouz
Michael Levy
Douglas McCormick
10
<PAGE>
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the beneficial
ownership of the common stock as of March 15, 2000 of (i) each person known by
iVillage to beneficially own more than 5% of the common stock, (ii) each
director or director nominee of iVillage, (iii) each executive officer of
iVillage for whom information is given in the Summary Compensation Table in this
proxy statement, and (iv) all directors and executive officers of iVillage as a
group.
<TABLE>
<CAPTION>
NUMBER OF SHARES
NAME OF BENEFICIAL OWNER BENEFICIALLY HELD(1) PERCENT OF CLASS
- -------------------------------------------------------------------------- -------------------- ----------------
<S> <C> <C>
America Online, Inc.(2) .................................................. 2,404,840 8.0%
22000 AOL Way
Dulles, Virginia 20166-9323
National Broadcasting Company, Inc.(3) ................................... 2,161,634 7.2
30 Rockefeller Plaza
New York, New York 10112
Rho Management Trust I(4) ................................................ 1,674,928 5.7
152 West 57th Street
New York, New York 10019
Candice Carpenter(5)...................................................... 792,083 2.7
Nancy Evans(6)............................................................ 343,874 1.2
Alan Colner(7)............................................................ 743,294 2.5
Jay C. Hoag(8)............................................................ 616,634 2.1
Habib Kairouz(9).......................................................... 1,674,928 5.7
Lennert J. Leader(10)..................................................... 2,404,840 8.0
Michael Levy(11).......................................................... 68,889 *
Douglas McCormick(12)..................................................... 22,222 *
Daniel H. Schulman(13).................................................... 11,111 *
Martin J. Yudkovitz(14)................................................... 2,165,634 7.2
Steven A. Elkes(15)....................................................... 36,952 *
Allison Abraham (16)...................................................... 61,626 *
John W. Glascott(17)...................................................... 38,209 *
All directors and executive officers as a group (18 persons).............. 8,985,027 29.2
</TABLE>
- ------------------------------
* Less than one percent of the outstanding common stock.
(1) Unless otherwise indicated, the address for each listed director or officer
is c/o iVillage Inc., 212 Fifth Avenue, New York, New York 10010. As used
in this table, "beneficial ownership" means the sole or shared power to
vote or direct the voting or to dispose or direct the disposition of any
security. For purposes of this table, a person is deemed to be the
beneficial owner of securities that can be acquired within 60 days from
March 15, 2000 through the exercise of any option or warrant. Shares of
common stock subject to options or warrants that are currently exercisable
or exercisable within 60 days are deemed outstanding for computing the
ownership percentage of the person holding such options or warrants, but
are not deemed outstanding for computing the ownership percentage of any
other person. The amounts and percentages are based upon 29,635,027 shares
of common stock outstanding as of March 15, 2000.
(2) Includes 350,908 shares of common stock issuable upon the exercise of
warrants.
(3) The National Broadcasting Company, Inc. has sole voting and dispositive
power over all shares. Includes 323,625 shares of common stock issuable
upon the exercise of a warrant.
(4) Rho Management Partners L.P., a Delaware limited partnership, may be deemed
the beneficial owner of the 1,674,928 shares registered in the name of Rho
Management Trust I, according to an investment advisory relationship by
which Rho Management Partners L.P. exercises voting and investment control
over the shares.
(Footnotes continued on next page)
11
<PAGE>
(Footnotes continued from previous page)
(5) Includes (a) options to purchase 125,415 shares of common stock that are
currently exercisable and (b) 104,166 shares of common stock beneficially
owned by the Carpenter Family 1998 Irrevocable Trust. Ms. Carpenter
disclaims beneficial ownership of the shares of common stock held by the
Carpenter Family 1998 Irrevocable Trust.
(6) Includes (a) options to purchase 33,542 shares of common stock that are
currently exercisable and (b) 81,166 shares of common stock beneficially
owned by the Evans/Wishman 1998 Irrevocable Trust. Ms. Evans disclaims
beneficial ownership of the shares of common stock held by the
Evans/Wishman 1998 Irrevocable Trust.
(7) Mr. Colner is Managing Director, Private Equity Investments at Moore
Capital Management, Inc., the investment advisor to Moore Global
Investments, Ltd. and Remington Investment Strategies, L.P. Mr. Colner does
not have voting or investment power with respect to the shares of common
stock owned by Moore or Remington. Mr. Colner disclaims beneficial
ownership of the shares of common stock beneficially owned by Moore Global
Investments, Ltd. and Remington Investment Strategies, L.P.
(8) Mr. Hoag is a Managing Member of Technology Crossover Management II,
L.L.C., the General Partner of TCV II Strategic Partners, L.P., TCV II (Q),
L.P., TCV II V.O.F., Technology Crossover Ventures II, C.V. and Technology
Crossover Ventures II, L.P. Mr. Hoag may be deemed to have beneficial
ownership of 40,246 shares owned by TCV II Strategic Partners, L.P.,
226,786 shares owned by TCV II (Q) L.P., 9,582 shares owned by TCV II
V.O.F., 45,038 shares owned by Technology Crossover Ventures II, C.V. and
294,982 shares owned by Technology Crossover Ventures II, L.P. Mr. Hoag
disclaims beneficial ownership of the shares, except to the extent of his
pecuniary interest therein arising from his interest in Technology
Crossover Management II, L.L.C.
(9) Mr. Kairouz is Managing Director of Rho Management Company, Inc., an
affiliate of Rho Management Partners L.P. In such capacity, Mr. Kairouz may
be deemed to have beneficial ownership of the 1,674,928 shares owned by Rho
Management Trust I. Mr. Kairouz disclaims beneficial ownership of the
shares reported by Rho Management Trust I, other than 17,249 shares in
which Mr. Kairouz has a pecuniary interest.
(10) Consists of 2,404,840 shares of common stock beneficially owned by America
Online, Inc., including 350,908 shares of common stock issuable upon the
exercise of warrants. Mr. Leader shares voting power with America Online,
Inc. Mr. Leader disclaims beneficial ownership of the shares of common
stock beneficially owned by America Online, Inc.
(11) Includes options to purchase 47,223 shares of common stock that are
currently exercisable.
(12) Consists of options to purchase 22,222 shares of common stock that are
currently exercisable.
(13) Consists of options to purchase 11,111 shares of common stock that are
currently exercisable.
(14) Consists of 4,000 shares of common stock beneficially owned by Mr.
Yudkovitz and 2,161,634 shares of common stock beneficially owned by the
National Broadcasting Company, Inc., including 323,625 shares of common
stock issuable upon the exercise of a warrant. Mr. Yudkovitz is an
Executive Vice President of NBC and President of NBC Interactive Media, a
division of NBC. Mr. Yudkovitz does not have voting or investment power
with respect to the shares of common stock owned by NBC. Mr. Yudkovitz
disclaims beneficial ownership of the shares of common stock beneficially
owned by NBC.
(15) Includes options to purchase 33,752 shares of common stock that are
currently exercisable.
(16) Includes options to purchase 58,626 shares of common stock that are
currently exercisable.
(17) Includes options to purchase 35,209 shares of common stock that are
currently exercisable.
12
<PAGE>
CERTAIN TRANSACTIONS
On June 5, 1998, Candice Carpenter executed a promissory note in favor of
iVillage for borrowings up to a maximum principal amount of $500,000, of which
$500,000 was outstanding at December 31, 1999. Subject to prepayment or
acceleration, any loans made to Ms. Carpenter under the note mature on December
31, 2001. Borrowings made under the note bear interest at 5.58% per annum and
are payable on an annual basis on December 31 of each year commencing on
December 31, 1998. Prior to December 15, 1999, the note was collateralized by a
pledge by Ms. Carpenter of 166,666 shares of common stock. On December 15, 1999,
the collateral was reduced to 20,000 shares of common stock.
On September 14, 1998, iVillage entered into a sponsorship agreement with
Re.Store, Inc. now known as MyBasics.com. In 1998, iVillage recognized $546,875
as revenue from the agreement. As of December 31, 1998, MyBasics.com had paid
$312,500 of such amount. The balance of $234,375 was paid in September 1999. In
addition, in 1998, iVillage received 2,243 shares of common stock of
MyBasics.com in accordance with the agreement. Candice Carpenter resigned as a
director of MyBasics.com on April 5, 1999.
On February 1, 1999, Candice Carpenter and Nancy Evans were granted
incentive stock options under the Amended and Restated 1999 Employee Stock
Option Plan to purchase 333,333 and 116,667 shares of common stock,
respectively, at an exercise price equal to $24.00 per share. The stock options
granted to Ms. Carpenter vest 20% upon each of the second and third
anniversaries of the date of grant and 30% upon each of the fourth and fifth
anniversaries of the date of grant. Ms. Evans' options vest at the rate of 25%
per year beginning on the second anniversary of the date of grant.
Upon being elected to the Board of Directors, Douglas McCormick and Daniel
Schulman were granted stock options under the 1999 Director Option Plan to
purchase 33,333 and 16,666 shares of common stock, respectively, at an exercise
price equal to $24.00 per share. One-third of the options vested upon the date
of grant and one-third vest upon each of the second and third anniversaries of
the date of grant.
On March 9, 1999, iVillage and NBC amended their November 11, 1998
advertising and promotional agreement and entered into a stock purchase
agreement pursuant to which iVillage issued 4,889,030 shares of series E
convertible preferred stock and warrants to purchase up to 970,874 shares of
series E convertible preferred stock at $5.15 per share during 2000 and 813,008
shares at $6.15 per share during 2001 in exchange for a promissory note in the
approximate amount of $15.5 million. The note, which bears interest at the rate
of 5% per annum is payable quarterly in twelve equal installments of
approximately $1.4 million beginning April 1, 1999. In addition, iVillage agreed
to purchase, for cash, $13.5 million of advertising and promotional spots during
1999 and $8.5 million per annum during 2000 and 2001. iVillage also agreed to
pay $1.1 million during 1999 for prominent placement on the NBC.com Web site.
iVillage has entered into indemnification agreements with its officers and
directors containing provisions which may require iVillage, among other things,
to indemnify its officers and directors against certain liabilities that may
arise by reason of their status or service as officers or directors, other than
liabilities arising from willful misconduct of a culpable nature, and to advance
their expenses incurred as a result of any proceeding against them as to which
they could be indemnified.
13
<PAGE>
STOCK PERFORMANCE GRAPH
The following graph shows a comparison of cumulative total stockholder
returns for iVillage's common stock, the Nasdaq Stock Market Index for U.S.
Companies, and The Street.com Internet Index. The graph assumes the investment
in each of $100 on March 19, 1999, the date of iVillage's initial public
offering, and the reinvestment of all dividends. The data regarding iVillage
assumes an investment at the initial public offering price of $24.00 per share
of iVillage's common stock. The performance shown is not necessarily indicative
of future performance.
COMPARISON OF NINE-MONTH CUMULATIVE TOTAL RETURN
AMONG IVILLAGE INC.,
THE NASDAQ STOCK MARKET (U.S.) INDEX
AND THE STREET.COM INTERNET INDEX
[BAR CHART]
<TABLE>
<CAPTION>
THE STREET.COM
MEASUREMENT PERIOD IVILLAGE INC. NASDAQ INDEX INTERNET INDEX
- -------------------------------------------------------- ------------- ------------ ---------------
<S> <C> <C> <C>
Measurement Pt--03/19/99................................ $100 $100 $100
12/31/99................................................ $84.38 $169.84 $182.23
</TABLE>
[CHART]
14
<PAGE>
PROPOSAL NO. 2:
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
The Board of Directors has selected the firm of PricewaterhouseCoopers LLP
as iVillage's independent auditors to audit the financial statements of iVillage
for the fiscal year ending December 31, 2000, and recommends that stockholders
vote for ratification of this appointment. PricewaterhouseCoopers LLP has
audited iVillage's financial statements since 1995. Representatives of
PricewaterhouseCoopers LLP are expected to be present at the Annual Meeting and
will have the opportunity to make a statement if they desire to do so, and are
expected to be available to respond to appropriate questions. The affirmative
vote of the holders of a majority of the shares present in person or represented
by proxy and voting at the Annual Meeting will be required to ratify the
selection of PricewaterhouseCoopers LLP.
Stockholder ratification of the selection of PricewaterhouseCoopers LLP as
iVillage's independent auditors is not required by iVillage's By-Laws or
otherwise. However, the Board of Directors is submitting the selection of
PricewaterhouseCoopers LLP to the stockholders for ratification as a matter of
good corporate practice. If the stockholders fail to ratify the selection, the
Audit Committee and the Board of Directors will reconsider whether or not to
retain that firm. Even if the selection is ratified, the Board of Directors in
its discretion may direct the appointment of different independent auditors at
any time during the year if it determines that such change would be in the best
interests of iVillage and its stockholders.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE "FOR" THE
RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS iVILLAGE'S
INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2000.
STOCKHOLDER PROPOSALS
Stockholder proposals to be presented at the 2001 Annual Meeting of
Stockholders, for inclusion in iVillage's proxy statement and form of proxy
relating to that meeting, must be received by iVillage at its offices in New
York, New York, addressed to the Secretary, not later than March 3, 2001. Such
proposals must comply with iVillage's By-Laws and the requirements of Regulation
14A of the 1934 Act.
In addition, Rule 14a-4 of the 1934 Act governs iVillage's use of its
discretionary proxy voting authority with respect to a stockholder proposal that
is not addressed in the proxy statement. With respect to iVillage's 2001 Annual
Meeting of Stockholders, if iVillage is not provided notice of a stockholder
proposal prior to March 3, 2001, iVillage will be allowed to use its
discretionary voting authority when the proposal is raised at the meeting,
without any discussion of the matter in the proxy statement.
COMPLIANCE WITH SECTION 16(A) OF
THE SECURITIES EXCHANGE ACT OF 1934
Pursuant to Section 16(a) of the 1934 Act and the rules thereunder,
iVillage's executive officers and directors and persons who own more than 10% of
a registered class of iVillage's equity securities are required to file with the
Securities and Exchange Commission and The Nasdaq Stock Market, Inc. reports of
their ownership of, and transactions in, iVillage's common stock. Based solely
on a review of copies of such reports furnished to iVillage, or written
representations that no reports were required, iVillage believes that during the
fiscal year ended December 31, 1999 its executive officers and directors
complied with the Section 16(a) requirements except that (i) Messrs. Steven A.
Elkes and Sanjay Muralidhar each timely reported a transaction but inadvertently
under-reported their respective transactions by 100 shares, which omissions were
each corrected by the filing of an amended Form 4; (ii) Mr. John Curran failed
to file a Form 3 upon becoming an executive officer of iVillage, which omission
was corrected in his year-end Form 5; and (iii) Mr. Craig Monaghan timely filed
a Form 3 upon iVillage's becoming a public company under the 1934 Act but
inadvertently
15
<PAGE>
failed to report certain derivative securities held by him at that time, which
omission was corrected in his year-end Form 5. At the date of this proxy
statement, iVillage had not received a written statement that no Form 5 filing
was required from Ms. Caterina A. Conti, a former officer, who did not file a
Form 5.
OTHER MATTERS
At the date of this proxy statement, management was not aware that any
matters not referred to in this proxy statement would be presented for action at
the Annual Meeting. If any other matters should come before the Annual Meeting,
the persons named in the accompanying proxy will have discretionary authority to
vote all proxies in accordance with their best judgment, unless otherwise
restricted by law.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Steven A. Elkes
-----------------------------
Steven A. Elkes
Secretary
Dated: April 11, 2000
16
<PAGE>
iVILLAGE INC.
PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR THE ANNUAL MEETING OF
STOCKHOLDERS TO BE HELD ON MAY 17, 2000
The undersigned hereby appoints Candice Carpenter and Steven A. Elkes, and
each of them, as attorneys and proxies of the undersigned, with full power of
substitution, to vote all of the shares of stock of iVillage Inc. which the
undersigned may be entitled to vote at the Annual Meeting of Stockholders of
iVillage Inc. to be held at The 200 Fifth Avenue Club, in the International Toy
Center, 200 Fifth Avenue, New York, New York, on Wednesday, May 17, 2000 at
10:00 a.m. (local time), and at any and all postponements, continuations and
adjournments thereof, with all powers that the undersigned would possess if
personally present, upon and in respect of the following matters and in
accordance with the following instructions, with discretionary authority as to
any and all other matters that may properly come before the meeting.
UNLESS A CONTRARY DIRECTION IS INDICATED, THIS PROXY WILL BE VOTED FOR ALL
NOMINEES LISTED IN PROPOSAL 1 AND FOR PROPOSAL 2, AS MORE SPECIFICALLY DESCRIBED
IN THE PROXY STATEMENT. IF SPECIFIC INSTRUCTIONS ARE INDICATED, THIS PROXY WILL
BE VOTED IN ACCORDANCE THEREWITH.
MANAGEMENT RECOMMENDS A VOTE FOR THE NOMINEES FOR DIRECTOR LISTED BELOW.
1. To elect three Class II Directors.
/ / FOR all nominees below (except as marked to the contrary below)
/ / WITHHOLD AUTHORITY to vote for all nominees below
NOMINEES: 01 Jay C. Hoag 02 Douglas McCormick 03 Daniel H. Schulman
TO WITHHOLD AUTHORITY TO VOTE FOR ANY NOMINEE(S) WRITE SUCH NOMINEE(S)'
NAME(S)
- ---------------------------- --------------------------
MANAGEMENT RECOMMENDS A VOTE FOR PROPOSAL 2.
2. To ratify selection of PricewaterhouseCoopers LLP as independent auditors of
iVillage Inc. for its fiscal year ending December 31, 2000.
/ / FOR / / AGAINST / / ABSTAIN
------------------------
| SEE REVERSE FOR |
| VOTING INSTRUCTIONS |
------------------------
<PAGE>
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. IT MAY BE REVOKED
PRIOR TO ITS EXERCISE.
RECEIPT OF NOTICE OF THE ANNUAL MEETING AND PROXY STATEMENT IS HEREBY
ACKNOWLEDGED, AND THE TERMS OF THE NOTICE AND PROXY STATEMENT ARE HEREBY
INCORPORATED BY REFERENCE INTO THIS PROXY. THE UNDERSIGNED HEREBY REVOKES ALL
PROXIES HERETOFORE GIVEN FOR SAID MEETING OR ANY AND ALL ADJOURNMENTS,
POSTPONEMENTS AND CONTINUATIONS THEREOF.
PLEASE VOTE, DATE, SIGN AND PROMPTLY RETURN THIS PROXY IN THE ENCLOSED RETURN
ENVELOPE WHICH IS POSTAGE PREPAID IF MAILED IN THE UNITED STATES.
Address Change? Mark Box / /
Indicate Changes Below
----------------------------------
Dated: , 2000
-----------------------
----------------------------------
----------------------------------
SIGNATURE(S)
PLEASE SIGN EXACTLY AS YOUR NAME APPEARS HEREON. IF THE STOCK IS REGISTERED IN
THE NAMES OF TWO OR MORE PERSONS, EACH SHOULD SIGN. EXECUTORS, ADMINISTRATORS,
TRUSTEES, GUARDIANS AND ATTORNEYS-IN-FACT SHOULD ADD THEIR TITLES. IF SIGNER IS
A CORPORATION, PLEASE GIVE FULL CORPORATE NAME AND HAVE A DULY AUTHORIZED
OFFICER SIGN, STATING TITLE. IF SIGNER IS A PARTNERSHIP, PLEASE SIGN IN
PARTNERSHIP NAME BY AUTHORIZED PERSON.
