<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] 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
</TABLE>
Marimba, 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> 2
MARIMBA, INC.
440 CLYDE AVENUE
MOUNTAIN VIEW, CALIFORNIA 94043
April 25, 2000
TO THE STOCKHOLDERS OF MARIMBA, INC.
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders of
Marimba, Inc. (the "Company"), which will be held at the Sheraton Sunnyvale
Hotel, 1108 N. Mathilda Avenue, Sunnyvale, California, on Thursday, June 8,
2000, at 9:30 a.m.
Details of the business to be conducted at the Annual Meeting are given in
the attached Proxy Statement and Notice of Annual Meeting of Stockholders.
It is important that your shares be represented and voted at the meeting.
WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE COMPLETE, SIGN,
DATE AND PROMPTLY RETURN THE ACCOMPANYING PROXY IN THE ENCLOSED POSTAGE-PAID
ENVELOPE. Returning the proxy does NOT deprive you of your right to attend the
Annual Meeting. If you decide to attend the Annual Meeting and wish to change
your proxy vote, you may do so automatically by voting in person at the meeting.
On behalf of the Board of Directors, I would like to express our
appreciation for your continued interest in the affairs of the Company. We look
forward to seeing you at the Annual Meeting.
Sincerely,
/s/ KIM K. POLESE
President and Chief Executive Officer
<PAGE> 3
MARIMBA, INC.
440 CLYDE AVENUE
MOUNTAIN VIEW, CALIFORNIA 94043
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JUNE 8, 2000
The Annual Meeting of Stockholders (the "Annual Meeting") of Marimba, Inc.
(the "Company") will be held at the Sheraton Sunnyvale Hotel, 1108 N. Mathilda
Avenue, Sunnyvale, California, on Thursday, June 8, 2000, at 9:30 a.m. for the
following purposes:
1. To elect seven members of the Board of Directors to serve until the next
Annual Meeting or until their successors have been duly elected and
qualified;
2. To ratify the appointment of Ernst & Young LLP as the Company's
independent public accountants for the fiscal year ending December 31,
2000; and
3. To transact such other business as may properly come before the meeting
or any adjournments or postponements thereof.
The foregoing items of business are more fully described in the attached
Proxy Statement.
Only stockholders of record at the close of business on April 19, 2000 are
entitled to notice of, and to vote at, the Annual Meeting and at any
adjournments or postponements thereof. A list of such stockholders will be
available for inspection at the Company's headquarters located at 440 Clyde
Avenue, Mountain View, California, during ordinary business hours for the
ten-day period prior to the Annual Meeting.
BY ORDER OF THE BOARD OF DIRECTORS,
/s/ KIM K. POLESE
President and Chief Executive Officer
Mountain View, California
April 25, 2000
IMPORTANT
WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE COMPLETE, SIGN,
DATE AND PROMPTLY RETURN THE ACCOMPANYING PROXY IN THE ENCLOSED POSTAGE-PAID
ENVELOPE. YOU MAY REVOKE YOUR PROXY AT ANY TIME PRIOR TO THE ANNUAL MEETING. IF
YOU DECIDE TO ATTEND THE ANNUAL MEETING AND WISH TO CHANGE YOUR PROXY VOTE, YOU
MAY DO SO AUTOMATICALLY BY VOTING IN PERSON AT THE MEETING.
<PAGE> 4
MARIMBA, INC.
440 CLYDE AVENUE
MOUNTAIN VIEW, CALIFORNIA 94043
PROXY STATEMENT
FOR ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JUNE 8, 2000
These proxy materials are furnished in connection with the solicitation of
proxies by the Board of Directors of Marimba, Inc., a Delaware corporation (the
"Company"), for the Annual Meeting of Stockholders (the "Annual Meeting") to be
held at the Sheraton Sunnyvale Hotel, 1108 N. Mathilda Avenue, Sunnyvale,
California, on Thursday, June 8, 2000, at 9:30 a.m., and at any adjournment or
postponement of the Annual Meeting. These proxy materials were first mailed to
stockholders on or about May 1, 2000.
PURPOSE OF 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.
VOTING RIGHTS AND SOLICITATION OF PROXIES
The Company's Common Stock is the only type of security entitled to vote at
the Annual Meeting. On April 19, 2000, the record date for determination of
stockholders entitled to vote at the Annual Meeting, there were 23,272,263
shares of Common Stock outstanding. Each stockholder of record on April 19, 2000
is entitled to one vote for each share of Common Stock held by such stockholder
on April 19, 2000. Shares of Common Stock may not be voted cumulatively. All
votes will be tabulated by the inspector of election appointed for the meeting,
who will separately tabulate affirmative and negative votes, abstentions and
broker non-votes.
QUORUM REQUIRED
The Company's bylaws provide that the holders of fifty percent of the
Company's stock issued and outstanding and entitled to vote at the Annual
Meeting, present in person or represented by proxy, shall constitute a quorum
for the transaction of business at the Annual Meeting. Abstentions and broker
non-votes will be counted as present for the purpose of determining the presence
of a quorum.
VOTES REQUIRED
Proposal 1. Directors are elected by a plurality of the affirmative votes
cast by those shares present in person, or represented by proxy, and entitled to
vote at the Annual Meeting. The seven nominees for director receiving the
highest number of affirmative votes will be elected. Abstentions and broker
non-votes will not be counted toward a nominee's total. Stockholders may not
cumulate votes in the election of directors.
Proposal 2. Ratification of the appointment of Ernst & Young LLP as the
Company's independent public accountants for the fiscal year ending December 31,
2000 requires the affirmative vote of a majority of those shares present in
person, or represented by proxy, and cast either affirmatively or negatively at
the Annual Meeting. Abstentions and broker non-votes will not be counted as
having been voted on the proposal.
<PAGE> 5
PROXIES
Whether or not you are able to attend the Company's Annual Meeting, you are
urged to complete and return the enclosed proxy, which is solicited by the
Company's Board of Directors and which will be voted as you direct on your proxy
when properly completed. In the event no directions are specified, such proxies
will be voted FOR the Nominees of the Board of Directors (as set forth in
Proposal No. 1), FOR Proposal No. 2, and in the discretion of the proxy holders
as to other matters that may properly come before the Annual Meeting. You may
also revoke or change your proxy at any time before the Annual Meeting. To do
this, send a written notice of revocation or another signed proxy with a later
date to the Secretary of the Company at the Company's principal executive
offices before the beginning of the Annual Meeting. You may also automatically
revoke your proxy by attending the Annual Meeting and voting in person. All
shares represented by a valid proxy received prior to the Annual Meeting will be
voted.
SOLICITATION OF PROXIES
The Company will bear the entire cost of solicitation, including the
preparation, assembly, printing, and mailing of this Proxy Statement, the proxy,
and any additional soliciting material furnished to stockholders. Copies of
solicitation material will be furnished to brokerage houses, fiduciaries, and
custodians holding shares in their names that are beneficially owned by others
so that they may forward this solicitation material to such beneficial owners.
In addition, the Company may reimburse such persons for their costs of
forwarding the solicitation material to such beneficial owners. The original
solicitation of proxies by mail may be supplemented by solicitation by
telephone, telegram, or other means by directors, officers, employees or agents
of the Company. No additional compensation will be paid to these individuals for
any such services. Except as described above, the Company does not presently
intend to solicit proxies other than by mail.
PROPOSAL NO. 1
ELECTION OF DIRECTORS
The directors who are being nominated for reelection to the Board of
Directors (the "Nominees"), their ages as of February 29, 2000, their positions
and offices held with the Company and certain biographical information are set
forth below. The proxy holders intend to vote all proxies received by them in
the accompanying form FOR the Nominees listed below unless otherwise instructed.
In the event 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 who may be
designated by the present Board of Directors to fill the vacancy. As of the date
of this Proxy Statement, the Board of Directors is not aware of any Nominee who
is unable or will decline to serve as a director. The seven (7) nominees
receiving the highest number of affirmative votes of the shares entitled to vote
at the Annual Meeting will be elected directors of the Company to serve until
the next Annual Meeting or until their successors have been duly elected and
qualified.
<TABLE>
<CAPTION>
NOMINEES AGE POSITIONS AND OFFICES HELD WITH THE COMPANY
-------- --- -------------------------------------------
<S> <C> <C>
Kim K. Polese 38 President, Chief Executive Officer and
Director
Arthur A. van Hoff 37 Chief Technology Officer and Director
Steven P. Williams 36 Executive Vice President, Worldwide Sales,
Chief Operating Officer and Director
Aneel Bhusri(1) 34 Director
Raymond J. Lane(2) 53 Director
Douglas J. Mackenzie(1)(2) 41 Director
Stratton D. Sclavos(1) 38 Director
</TABLE>
- ---------------
(1) Member of Audit Committee
(2) Member of Compensation Committee
Kim K. Polese, a founder of Marimba, has served as president, chief
executive officer and a director of Marimba since our inception in February
1996. Before co-founding Marimba, Ms. Polese served in several
2
<PAGE> 6
marketing positions at Sun Microsystems, an enterprise networking company, from
January 1989 until January 1996, most recently as senior product manager. Ms.
Polese received her B.A. in Biophysics from the University of California at
Berkeley.
Arthur A. van Hoff, a founder of Marimba, has served as chief technology
officer and a director of Marimba since our inception in February 1996. Before
co-founding Marimba, from February 1993 until February 1996, Mr. van Hoff held
various engineering positions at Sun Microsystems, most recently as senior staff
engineer. Mr. van Hoff received his M. Phil. in Computer Science from
Strathclyde University in Glasgow, Scotland and a postgraduate degree in
Computer Science from Hogere Informatica Opleiding in Enschede, Holland.
Steven P. Williams has served as Marimba's executive vice president,
worldwide sales and chief operating officer since April 1999, as our executive
vice president, worldwide sales since November 1996 and as a director since
February 2000. Mr. Williams will be relinquishing his position as executive vice
president, worldwide sales and chief operating officer effective May 1, 2000.
Before joining Marimba, Mr. Williams served as vice president, western sales
from March 1996 to November 1996 and before that as director, western sales from
March 1992 to March 1996, for Tivoli, a systems management software company. Mr.
Williams received his B.S. in Electrical Engineering from California Polytechnic
State University, San Luis Obispo.
Aneel Bhusri has served as a director of Marimba since February 1999. Mr.
Bhusri has been a general partner at Greylock Management Corporation, a venture
capital firm, since April 1999. Mr. Bhusri has served as the vice chairman of
PeopleSoft since March 1999. Before his current position at PeopleSoft, Mr.
Bhusri served as the senior vice president of product strategy, business
development and marketing for PeopleSoft, an enterprise software company from
April 1997 to March 1999. Before this position at PeopleSoft, Mr. Bhusri served
as senior vice president of product strategy from November 1995 to April 1997.
From April 1995 to November 1995, Mr. Bhusri served as vice president of product
strategy and from August 1993 to April 1995 as director of product strategy. Mr.
Bhusri received his B.S. in Electrical Engineering and his B.A. in Economics
from Brown University, and his M.B.A. from Stanford University.
Raymond J. Lane has served as a director of Marimba since October 1997. Mr.
Lane has been the president and chief operating officer of Oracle Corporation, a
database software company, since January 1997. Before his position as president
and chief operating officer, Mr. Lane served as the executive vice president of
worldwide operations for Oracle from October 1993 to January 1997, and has been
a director of Oracle since June 1995. Mr. Lane served as a senior vice president
of Oracle USA from June 1992 to October 1993. Mr. Lane is also a director of
C-Bridge Internet Solutions, Inc. as well as a member of the Board of Trustees
of Carnegie Mellon University. Mr. Lane received his B.S. in Math from West
Virginia University.
Douglas J. Mackenzie has served as a director of Marimba since August 1996.
Since June 1989, Mr. Mackenzie has been employed with Kleiner Perkins Caufield &
Byers, a venture capital firm, of which he has been a general partner since
1994. Mr. Mackenzie serves on the board of directors of E.piphany, Inc., Pivotal
Corporation and Homegrocer.com, Inc.. Mr. Mackenzie also serves as a director of
several private technology-based companies. Mr. Mackenzie received his A.B. in
Economics and his M.S. in Industrial Engineering from Stanford University and
his M.B.A. from Harvard University.
Stratton D. Sclavos has served as a director of Marimba since February
1999. Mr. Sclavos has been the president, chief executive officer and a director
of VeriSign since he joined VeriSign in July 1995. From October 1993 to June
1995, Mr. Sclavos was vice president, worldwide marketing and sales of Taligent,
Inc., a software development company that was a joint venture among Apple
Computer, Inc., IBM and Hewlett-Packard. Mr. Sclavos is also a director and a
member of the compensation committee of Network Solutions, Inc. and a director
of Keynote Systems, Inc. Mr. Sclavos received his B.S. in Electrical and
Computer Engineering from the University of California, Davis.
3
<PAGE> 7
BOARD OF DIRECTORS MEETINGS AND COMMITTEES
During the fiscal year ended December 31, 1999, the Board of Directors held
seven (7) meetings and acted by written consent in lieu of a meeting on two (2)
occasions. For the fiscal year, each of the directors during the term of their
tenure attended or participated in at least 75% of the aggregate of (i) the
total number of meetings or actions by written consent of the Board of Directors
and (ii) the total number of meetings held by all committees of the Board of
Directors on which each such director served. The Board of Directors has (2)
standing committees: the Audit Committee and the Compensation Committee.
During the fiscal year ended December 31, 1999, the Audit Committee of the
Board of Directors held two (2) meetings. The Audit Committee was created on
February 2, 1999 and became effective on the effective date of the Company's
initial public offering of its securities, April 29, 1999. The Audit Committee
reviews, acts on and reports to the Board of Directors with respect to various
auditing and accounting matters, including the selection of the Company's
accountants, the scope of the annual audits, fees to be paid to the Company's
accountants, the performance of the Company's accountants and the accounting
practices of the Company. The members of the Audit Committee are Messrs. Bhusri,
Mackenzie and Sclavos.
During the fiscal year ended December 31, 1999, the Compensation Committee
of the Board of Directors held five (5) meetings and acted by written consent in
lieu of a meeting on two (2) occasions. The Compensation Committee reviews the
performance of the executive officers of the Company, establishes compensation
programs for the officers, and reviews the compensation programs for other key
employees, including salary and cash bonus levels and option grants under the
1996 Stock Plan and 1999 Omnibus Equity Incentive Plan and administers the 1999
Employee Stock Purchase Plan. The members of the Compensation Committee are
Messrs. Lane and Mackenzie.
The Board of Directors did not have a Nominating Committee during 1999.
DIRECTOR COMPENSATION
Except for grants of stock options, directors of the Company generally do
not receive compensation for services provided as a director. The Company also
does not pay compensation for committee participation or special assignments of
the Board of Directors.
Non-employee Board members are eligible for option grants under the
Company's 1999 Non-Employee Directors Option Plan ("Directors Plan"). Under the
Directors Plan, each non-employee director who became a member of the Company's
Board of Directors before 1999 received a fully vested option to purchase 7,500
shares of the Company's Common Stock on the effective date of the Company's
initial public offering; the exercise price per share of these options was the
initial price offered to the public in the Company's initial public offering.
Each individual who first becomes a non-employee Board member after the date of
the Company's initial public offering will be granted a fully vested option
("Initial Option") to purchase 15,000 shares of the Company's Common Stock on
the date such individual joins the Board, provided such individual has not been
in the prior employ of the Company. In addition, at each Annual Meeting of
Stockholders, each individual who will continue to be a director after such
Annual Meeting will receive an additional fully vested option ("Annual Option")
to purchase 7,500 shares of Common Stock. Each director who received an Initial
Option under the Directors Plan will first be eligible to receive an Annual
Option in the calendar year that is two years after the calendar year in which
the director received the Initial Option. The exercise price for each option
grant will be equal to the fair market value per share of Common Stock on the
option grant date.
Pursuant to the Directors Plan, Messrs. Lane and Mackenzie were each
granted a fully vested option to purchase 7,500 shares of Common Stock on April
29, 1999, the effective date of the Company's initial public offering, at an
exercise price of $20.00 per share. On February 2, 1999, Messrs. Bhusri and
Sclavos were each granted a fully vested option to purchase 20,000 shares at an
exercise price per share equal to $10.00, the Company's fair market value on the
option grant date.
Non-employee directors are also eligible to receive options and be issued
shares of Common Stock under the Company's 1999 Omnibus Equity Incentive Plan.
Directors who are also employees of the Company are
4
<PAGE> 8
eligible to receive options and be issued shares of Common Stock directly under
the 1999 Omnibus Equity Incentive Plan and are also eligible to participate in
the Company's 1999 Employee Stock Purchase Plan.
RECOMMENDATION OF THE BOARD OF DIRECTORS
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR"
THE NOMINEES LISTED HEREIN.
NON-DIRECTOR EXECUTIVE OFFICERS AND KEY EMPLOYEES
Our non-director executive officers and key employees and their ages as of
February 29, 2000, are as follows:
<TABLE>
<CAPTION>
NAME AGE POSITION
---- --- --------
<S> <C> <C>
Fred M. Gerson 49 Vice President, Finance and Chief
Financial Officer
Lee Bieber 48 Vice President, Engineering
Jacqueline Ross 42 Vice President, Marketing
Bob Maynard 41 Vice President, Worldwide Sales
Jonathan Payne 35 Senior Engineer
Sami Shaio 36 Senior Engineer
</TABLE>
Fred M. Gerson has served as Marimba's vice president, finance and chief
financial officer since November 1997. Before joining Marimba, Mr. Gerson served
as vice president and chief financial officer for Maxis, Inc., a consumer
entertainment software company, from November 1994 to October 1997. Mr. Gerson
received his B.A. in Economics from City University of New York -- Brooklyn
College and his M.B.A. from New York University.
Lee Bieber has served as Marimba's vice president, engineering since
January 1, 2000, as our director of client engineering from January 1999 to
December 1999, and as an engineering manager from October 1997 to January 1999.
Before joining Marimba, Mr. Bieber served as an engineering manager, from June
1987 to October 1997, for Sun Microsystems. Mr. Bieber received his B.S. in
Computer Science from Purdue University.
Jacqueline Ross has served as Marimba's vice president, marketing since
August 1998. From June 1996 to July 1998, Ms. Ross served as vice president,
marketing for Check Point Software Technologies, Ltd., a provider of secure
enterprise networking solutions. From January 1995 to May 1996, Ms. Ross was
vice president, marketing of Cambio Networks Inc., an enterprise management
software company. Ms. Ross received her B.A. and B.B.A. from Kent State
University and her M.B.A. from Stanford University.
Bob Maynard has served as Marimba's vice president, worldwide sales since
April 1999. Before joining Marimba, from August 1994 to April 1999, Mr. Maynard
held several sales positions with Tivoli Systems, Inc., most recently as vice
president, North America sales. From July 1993 to August 1994, Mr. Maynard was
district sales manager for Compuware Corporation. Mr. Maynard received his
degree in Business Administration and Accounting from Triton College.
Jonathan Payne, a founder of Marimba, has served as a senior engineer for
Marimba since our inception in February 1996. Before co-founding Marimba, Mr.
Payne was a senior engineer at Starwave Corporation, an Internet services
company, from February 1995 to February 1996. From June 1988 until February
1995, Mr. Payne served in various engineering positions as Sun Microsystems. Mr.
Payne received his B.A. in Cognitive Science from the University of Rochester.
Sami Shaio, a founder of Marimba, has served as a senior engineer of
Marimba since our inception in February 1996. Before co-founding Marimba, from
May 1989 until February 1996, Mr. Shaio held various engineering positions at
Sun Microsystems, most recently as senior staff engineer. Mr. Shaio received his
A.B. and A.M. in Linguistics, as well as his B.S. in Computer Science, from
Stanford University. Mr. Shaio received his M.S. in Computer Science from the
University of Michigan.
5
<PAGE> 9
STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of February 29, 2000, certain
information with respect to shares beneficially owned by (i) each person who is
known by the Company to be the beneficial owner of more than five percent of the
Company's outstanding shares of Common Stock, (ii) each of the Company's
directors and the executive officers named in the Summary Compensation Table and
(iii) all current directors and executive officers as a group. Beneficial
ownership has been determined in accordance with Rule 13d-3 under the Exchange
Act. Under this rule, certain shares may be deemed to be beneficially owned by
more than one person (if, for example, persons share the power to vote or the
power to dispose of the shares). In addition, shares are deemed to be
beneficially owned by a person if the person has the right to acquire shares
(for example, upon exercise of an option or warrant) within sixty (60) days of
the date as of which the information is provided; in computing the percentage
ownership of any person, the amount of shares is deemed to include the amount of
shares beneficially owned by such person (and only such person) by reason of
such acquisition rights. As a result, the percentage of outstanding shares of
any person as shown in the following table does not necessarily reflect the
person's actual voting power at any particular date.
<TABLE>
<CAPTION>
SHARES BENEFICIALLY OWNED
AS OF FEBRUARY 29, 2000(1)(2)
---------------------------------------
NAME AND ADDRESS OF BENEFICIAL OWNER NUMBER OF SHARES PERCENTAGE OF CLASS
------------------------------------ ---------------- -------------------
<S> <C> <C>
Kim K. Polese.............................. 2,234,552 9.7
Steven P. Williams(3)(4)................... 783,958 3.4
Jacqueline Ross(3)......................... 300,500 1.3
Fred M. Gerson(3)(5)....................... 350,485 1.5
Arthur A. van Hoff......................... 2,232,000 9.7
Aneel Bhusri(3)............................ 35,000 *
Raymond J. Lane(3)......................... 127,471 *
Douglas J. Mackenzie(3)(6)................. 2,909,112 12.6
c/o Kleiner Perkins Caufield & Byers 2750
Sand Hill Road
Menlo Park, CA 94025
Stratton D. Sclavos(7)..................... 31,900 *
OTHER 5% STOCKHOLDERS
Jonathan Payne(8).......................... 2,228,600 9.7
Sami Shaio................................. 2,319,200 10.0
Entities affiliated with Kleiner Perkins
Caufield & Byers......................... 2,909,112 12.6
2750 Sand Hill Road
Menlo Park, CA 94025
All directors and executive officers as a
group (10 persons)(9).................... 9,044,312 37.9
</TABLE>
- ---------------
* Less than 1% of the outstanding shares of Common Stock.
(1) Percentage ownership is based on 22,964,664 shares of Common Stock
outstanding on February 29, 2000.
(2) Shares of Common Stock subject to options currently exercisable or
exercisable within 60 days of February 29, 2000 are deemed outstanding for
purposes of computing the percentage ownership of the person holding such
options but are not deemed outstanding for computing the percentage
ownership of any other person. Except pursuant to applicable community
property laws or as indicated in the footnotes to this table, each
stockholder identified in the table possesses sole voting and investment
power with respect to all shares of Common Stock shown as beneficially owned
by such stockholder. Unless otherwise indicated, the address of each of the
individuals listed in the table is c/o Marimba, Inc., 440 Clyde Avenue,
Mountain View, CA 94043.
6
<PAGE> 10
(3) The following table indicates those people whose total number of
beneficially owned shares include shares subject to options exercisable
within 60 days of February 29, 2000.
SHARES SUBJECT TO OPTIONS
<TABLE>
<S> <C>
Jacqueline Ross............................................ 300,000
Steven P. Williams......................................... 400,000
Fred M. Gerson............................................. 50,000
Aneel Bhursi............................................... 20,000
Raymond J. Lane............................................ 82,500
Douglas J. MacKenzie....................................... 7,500
</TABLE>
(4) Includes 1,500 shares held as custodian for Zachary P. Williams and 1,500
shares held as custodian for Natalia J. Williams.
(5) Includes 5,000 shares held as custodian for Stacey B. Gerson and 5,000
shares held as custodian for Hilary I. Gerson. Mr. Gerson disclaims
beneficial ownership of these shares.
(6) Represents 1,988,745, 72,453, 76,131 and 760,795 shares of Common Stock held
of record by KPCB Java Fund, L.P., KPCB Information Sciences Zaibatsu Fund
II, L.P., KPCB VIII Founders Fund, L.P., and Kleiner Perkins Caufield &
Byers VIII, L.P. Mr. Mackenzie, a director of Marimba, is a general partner
of Kleiner Perkins. Mr. Mackenzie disclaims beneficial ownership of shares
held by Kleiner Perkins except to the extent of his pecuniary interest
arising from his interest in Kleiner Perkins. Also includes personal options
exercisable within 60 days of February 29, 2000 for 7,500 shares and 3,488
shares held directly by Mr. Mackenzie.
(7) Includes 1,333 shares held as custodian for Alexandra C. Sclavos and 1,333
shares held as custodian for Nicholas C. Sclavos.
(8) Includes 1,538 shares held as custodian for Madeline M. Payne.
(9) Includes 868,750 shares subject to options which are exercisable within 60
days of February 29, 2000, 5,000 shares held by Mr. Gerson as custodian for
Stacey B. Gerson and 5,000 shares held as custodian for Hilary I. Gerson,
1,500 shares held by Mr. Williams as custodian for Zachary P. Williams and
1,500 shares held as custodian for Natalia J. Williams and 1,333 shares held
by Mr. Sclavos as custodian for Alexandra C. Sclavos and 1,333 shares held
as custodian for Nicholas C. Sclavos.
COMPENSATION COMMITTEE REPORT
The Compensation Committee of the Company's Board of Directors (the
"Compensation Committee" or the "Committee") has the exclusive authority to
establish the level of base salary payable to the Chief Executive Officer
("CEO") and certain other executive officers of the Company and to administer
the Company's 1999 Omnibus Equity Incentive Plan and 1999 Employee Stock
Purchase Plan. In addition, the Committee has the responsibility for approving
the individual bonus programs to be in effect for the CEO and certain other
executive officers and other key employees each fiscal year.
For the 1999 fiscal year, the process utilized by the Committee in
determining executive officer compensation levels was based on the subjective
judgment of the Committee. Among the factors considered by the Committee were
the recommendations of the CEO with respect to the compensation of the Company's
key executive officers. However, the Committee made the final compensation
decisions concerning such officers.
General Compensation Policy. The Committee's fundamental policy is to offer
the Company's executive officers competitive compensation opportunities based
upon overall Company performance, their individual contribution to the financial
success of the Company and their personal performance. It is the Committee's
objective to have a substantial portion of each officer's compensation
contingent upon the Company's performance, as well as upon his or her own level
of performance. Accordingly, each executive officer's
7
<PAGE> 11
compensation package consists of one or more of the following: (i) base salary,
(ii) cash bonus and (iii) long-term stock-based incentive awards.
Base Salary. The base salary for each executive officer is set on the basis
of general market levels derived from comparisons with companies of similar size
and similar industries. Each individual's base pay is positioned relative to the
total compensation package, including cash incentives and long-term incentives.
Annual Cash Bonuses. Executive officers who are eligible to receive bonuses
receive such bonuses if they achieve individual performance objectives that are
set on a quarterly basis. Actual bonuses paid reflect an individual's
accomplishment of these individual objectives and are based on a percentage of
the individual's base salary.
Long-Term Incentive Compensation. During fiscal 1999, the Committee, in its
discretion, made option grants to Messrs. Currie, Gerson and Williams under the
1996 Stock Plan and one option grant to Mr. Gerson under the 1999 Omnibus Equity
Incentive Plan. Generally, a significant grant is made in the year that an
officer commences employment. Thereafter, option grants may be made at varying
times and in varying amounts in the discretion of the Committee. Generally, the
size of each grant is set at a level that the Committee deems appropriate to
create a meaningful opportunity for stock ownership based upon the individual's
position with the Company, the individual's potential for future responsibility
and promotion, the individual's performance in the recent period and the number
of unvested options held by the individual at the time of the new grant. The
relative weight given to each of these factors will vary from individual to
individual at the Committee's discretion. Applying these principles, a
significant grant was made to Ms. Ross in connection with her commencement of
employment in 1998 and no grant was made in 1999. The grants made to Messrs.
Currie, Gerson and Williams were made in recognition of their years of service
with the Company and their personal performance in the recent period, especially
for their leadership with respect to the Company's initial public offering of
its securities.
Each grant allows the officer to acquire shares of the Company's Common
Stock at a fixed price per share (the market price on the grant date) over a
specified period of time. The option vests in periodic installments over a four
year period, contingent upon the executive officer's continued employment with
the Company. The vesting schedule and the number of shares granted are
established to ensure a meaningful incentive in each year following the year of
grant. Accordingly, the option will provide a return to the executive officer
only if he or she remains in the Company's employ, and then only if the market
price of the Company's Common Stock appreciates over the option term.
CEO Compensation. The annual base salary for Ms. Polese, the Company's
President and Chief Executive Officer, was not increased by the Committee during
fiscal 1999, and Ms. Polese has not been granted any options or given any bonus
during fiscal 1999. Ms. Polese's compensation remained unchanged in light of the
equity percentage of the Company that she continues to hold.
Tax Limitation. Under the Federal tax laws, a publicly held company such as
the Company will not be allowed a federal income tax deduction for compensation
paid to certain executive officers to the extent that compensation exceeds $1
million per officer in any year. To qualify for an exemption from the $1 million
deduction limitation, the stockholders were asked to approve a limitation under
the Company's 1999 Omnibus Equity Incentive Plan on the maximum number of shares
of Common Stock for which any one participant may be granted stock options per
calendar year. Because this limitation was adopted, any compensation deemed paid
to an executive officer when he or she exercises an outstanding option under the
1999 Omnibus Equity Incentive Plan with an exercise price equal to the fair
market value per share of the Company's Common Stock on the option grant date
will qualify as performance-based compensation that will not be subject to the
$1 million limitation. Since it is not expected that the cash compensation to be
paid to the Company's executive officers for the 1999 fiscal year will exceed
the $1 million limit per officer, the
8
<PAGE> 12
Committee will defer any decision on whether to limit the dollar amount of all
other compensation payable to the Company's executive officers to the $1 million
cap.
Compensation Committee
Raymond J. Lane
Douglas J. Mackenzie
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee of the Company's Board of Directors was created
on February 2, 1999, became effective on the effective date of the Company's
initial public offering of its securities, April 29, 1999, and the members of
the Compensation Committee are Messrs. Lane and Mackenzie. Neither of these
individuals was at any time during 1999, or at any other time, an officer or
employee of the Company. No executive officer of the Company serves as a member
of the board of directors or compensation committee of any entity that has one
or more executive officers serving as a member of the Company's Board of
Directors or Compensation Committee.
9
<PAGE> 13
STOCK PERFORMANCE GRAPH
The graph set forth below compares the cumulative total stockholder return
on the Company's Common Stock between April 30, 1999 (the date the Company's
Common Stock commenced public trading) and December 31, 1999 with the cumulative
total return of (i) the CRSP Total Return Index for the Nasdaq Stock Market
(U.S. Companies) (the "Nasdaq Stock Market-U.S. Index") and (ii) the S&P Major
Market Index (the "S&P Market"), over the same period. This graph assumes the
investment of $100.00 on April 30, 1999, in the Company's Common Stock, the
Nasdaq Stock Market-U.S. Index and the S&P Market, and assumes the reinvestment
of dividends, if any.
The comparisons shown in the graph below are based upon historical data.
The Company cautions that the stock price performance shown in the graph below
is not indicative of, nor intended to forecast, the potential future performance
of the Company's Common Stock. Information used in the graph was obtained from
Standard & Poor's Compustat Total Return Service, a source believed to be
reliable, but the Company is not responsible for any errors or omissions in such
information.
COMPARISON OF CUMULATIVE TOTAL RETURN AMONG MARIMBA, INC.,
THE NASDAQ STOCK MARKET-U.S. INDEX AND THE S&P MARKET
TOTAL RETURN TO STOCKHOLDER'S
(DIVIDENDS REINVESTED MONTHLY)
<TABLE>
<CAPTION>
MARIMBA, INC. S&P 500 INDEX NASDAQ U.S. INDEX
------------- ------------- -----------------
<S> <C> <C> <C>
30-Apr-99 100.00 100.00 100.00
Dec-99 75.82 111.00 157.09
</TABLE>
ANNUAL RETURN PERCENTAGE
YEARS ENDING
<TABLE>
<CAPTION>
COMPANY/INDEX DEC 99
------------- ------
<S> <C>
MARIMBA, INC................................................ -24.18
S&P 500 INDEX............................................... 11.00
NASDAQ US INDEX............................................. 57.09
</TABLE>
10
<PAGE> 14
INDEXED RETURNS
YEARS ENDING
<TABLE>
<CAPTION>
BASE PERIOD
COMPANY/INDEX 30 APR 99 DEC 99
------------- ----------- ------
<S> <C> <C>
MARIMBA, INC............................................ 100 75.82
S&P 500 INDEX........................................... 100 111.00
NASDAQ US INDEX......................................... 100 157.09
</TABLE>
The Company effected its initial public offering of Common Stock on April
29, 1999 at a price of $20.00 per share. The graph above, however, commences
with the closing price of $60.75 per share on April 30, 1999 -- the date the
Company's Common Stock commenced public trading.
Notwithstanding anything to the contrary set forth in any of the Company's
previous or future filings under the Securities Act of 1933, as amended, or the
Securities Exchange Act of 1934, as amended, that might incorporate this Proxy
Statement or future filings made by the Company under those statutes, the
Compensation Committee Report and Stock Performance Graph shall not be deemed
filed with the Securities and Exchange Commission and shall not be deemed
incorporated by reference into any of those prior filings or into any future
filings made by the Company under those statutes.
EXECUTIVE COMPENSATION AND RELATED INFORMATION
The following Summary Compensation Table sets forth the compensation earned
by the Company's Chief Executive Officer and the four other most highly
compensated executive officers (collectively, the "Named Officers"), each of
whose aggregate compensation for 1999 exceeded $100,000 for services rendered in
all capacities to the Company and its subsidiaries for that fiscal year.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
AWARDS
NUMBER OF
ANNUAL COMPENSATION SECURITIES
-------------------- UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY($) BONUS($) OPTIONS(#) COMPENSATION($)
--------------------------- ---- --------- -------- ------------ ---------------
<S> <C> <C> <C> <C> <C>
Kim K. Polese 1999 $130,000 $ -- -- $ --
President and Chief Executive Officer 1998 130,000 -- -- 930(1)
Steven P. Williams(2) 1999 125,000 129,800 300,000 4,800(3)
Executive Vice President, Worldwide 1998 125,000 125,000 50,000 2,000(3)
Sales and Chief Operating Officer
Robert E. Currie(4) 1999 150,000 -- 100,000 --
Vice President, Engineering 1998 137,000 -- 70,000 --
Fred M. Gerson 1999 170,000 -- 75,000 --
Vice President, Finance and 1998 165,000 -- -- --
Chief Financial Officer
Jacqueline Ross(5) 1999 160,000 25,000 -- --
Vice President, Marketing 1998 63,333 25,000 300,000 --
</TABLE>
- ---------------
(1) Represents premiums paid by the Company for term life insurance.
(2) Mr. Williams will cease employment with the Company May 2000.
(3) Represents amounts paid by the Company for auto allowance.
(4) Mr. Currie ceased employment with the Company January 2000.
(5) Ms. Ross commenced employment with the Company August 1998.
11
<PAGE> 15
The following table contains information concerning the stock option grants
made to each of the Named Officers for 1999. No stock appreciation rights were
granted to these individuals during such year.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS POTENTIAL REALIZABLE
--------------------------------------------------------- VALUE AT ASSUMED
NUMBER OF % OF TOTAL ANNUAL RATES OF STOCK
SECURITIES OPTIONS PRICE APPRECIATION
UNDERLYING GRANTED TO EXERCISE FOR OPTION TERM($)(1)
OPTIONS EMPLOYEES IN PRICE PER EXPIRATION -----------------------
NAME GRANTED(#) FISCAL YEAR(4) SHARE($/SH)(5) DATE 5% 10%
---- ---------- -------------- -------------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
Kim K. Polese........... -- -- $ -- -- $ -- $ --
Steven P. Williams...... 300,000(2) 13.6% 15.00 04/19/09 2,830,026 7,171,841
Robert E. Currie........ 100,000(2) 4.5 15.00 04/19/09 943,342 2,390,614
Fred M. Gerson.......... 50,000(2) 2.3 15.00 04/19/09 471,671 1,195,307
25,000(3) 1.1 31.38 12/16/09 493,289 1,250,092
Jacqueline Ross......... -- -- -- -- -- --
</TABLE>
- ---------------
(1) The potential realizable value is calculated based on the ten-year term of
the option at the time of grant. Stock price appreciation of 5% and 10% is
assumed according to rules promulgated by the Securities and Exchange
Commission and does not represent the Company's prediction of the Company's
stock price performance. The potential realizable value at 5% and 10%
appreciation is calculated by assuming that the exercise price on the date
of grant appreciates at the indicated rate for the entire term of the option
and that the option is exercised at the exercise price and sold on the last
day of its term at the appreciated price.
(2) Each of the options listed in the table is immediately exercisable. The
shares purchased under the options may be repurchased by the Company at the
original exercise price per share if the optionee ceases service with the
Company before vesting in the shares. The right of repurchase shall lapse
with respect to the first 25% of the shares subject to each option upon the
optionee's completion of the first 12 months of service from the vesting
commencement date, and an additional 1/48 of the shares upon the completion
of each month of service thereafter. The option shares will fully vest if
the Company is acquired in a merger or asset sale, unless the Company's
repurchase right with respect to the unvested option shares is transferred
to the acquiring entity.
(3) 25% of the option becomes vested and exercisable upon the optionee's
completion of the first 12 months of service from the vesting commencement
date and 1/48 of the option becomes vested and exercisable upon the
completion of each month of service thereafter. The option will fully vest
if the Company is acquired in a merger or asset sale, unless the option is
assumed or substituted with another option by the acquiring entity.
(4) Based on a total of 2,205,250 option shares granted to the Company's
employees during 1999.
(5) The exercise price was equal to the fair market value of the Company's
Common Stock as valued by the Board of Directors on the date of grant. The
exercise price may be paid in cash, in shares of the Company's Common Stock
valued at fair market value on the exercise date or through a cashless
exercise procedure involving a same-day sale of the purchased shares. The
Company may also finance the option exercise by lending the optionee
sufficient funds to pay the exercise price for the purchased shares,
together with any federal and state income tax liability incurred by the
optionee in connection with such exercise.
12
<PAGE> 16
The following table sets forth information concerning option holdings as of
the end of the 1999 fiscal year with respect to each of the Named Officers. No
stock appreciation rights were outstanding at the end of that year and no
options were exercised during the 1999 fiscal year by the Named Officers.
FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES UNDERLYING VALUE OF UNEXERCISED
UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS
AT FISCAL YEAR END(1) AT FISCAL YEAR END($)(2)
---------------------- -------------------------
NAME VESTED UNVESTED VESTED UNVESTED
---- --------- --------- ---------- -----------
<S> <C> <C> <C> <C>
Kim K. Polese................. -- -- -- --
Steven P. Williams............ 48,611 351,389 $2,114,839 $11,360,161
Robert E. Currie.............. 29,999 140,001 $1,318,498 $ 4,842,127
Fred M. Gerson................ 0 75,000(3) 0 $ 1,920,313
Jacqueline Ross............... 100,000 200,000 $4,306,250 $ 8,612,500
</TABLE>
- ---------------
(1) Except as otherwise indicated, the options are immediately exercisable for
all of the option shares, but any shares purchased under those options may
be repurchased by the Company at the original exercise price paid per share,
if the optionee ceases service with the Company before vesting in such
shares. The heading "Vested" refers to shares that are no longer subject to
repurchase; the heading "Unvested" refers to shares subject to repurchase as
of December 31, 1999.
(2) Based on the fair market value of the Company's Common Stock on December 31,
1999 of $46.0625 per share, less the exercise price payable for such shares.
(3) With respect to 25,000 of the option shares, 25% of the option shares
becomes vested and exercisable upon the optionee's completion of the first
12 months of service from the vesting commencement date and 1/48 of the
option shares becomes vested and exercisable upon the completion of each
month of service thereafter.
EMPLOYMENT CONTRACTS AND CHANGE IN CONTROL ARRANGEMENTS
None of the Company's executive officers have employment or severance
agreements with the Company, and their employment may be terminated at any time
at the discretion of the Board of Directors.
The Company granted to Mr. Gerson options to purchase an aggregate of
300,000 shares of the Company's Common Stock at an exercise price of $.50 per
share. The first option for 250,000 shares vested as to one-third of the shares
subject to the option on the first anniversary of Mr. Gerson's employment start
date and the remainder vests in equal monthly installments for twenty-four
months. The second option for 50,000 shares vests in equal monthly installments
for thirty-six months commencing November 3, 1998.
If there is a merger or asset sale of the Company after the first twelve
months of Mr. Gerson's employment and Mr. Gerson is constructively terminated
within twelve months of the merger or asset sale, Mr. Gerson will vest in 50% of
the remaining unvested shares subject to both options. Following the
acceleration of both options, the remaining unvested shares subject to these
options will vest in accordance with the original vesting schedules, as if the
remaining shares were the only shares subject to the options.
All options and other awards granted under the Company's 1996 Stock Plan
and the Company's 1999 Omnibus Equity Incentive Plan, including options granted
to the Company's executive officers, will become fully vested if a change in
control of the Company occurs, unless the options or awards are assumed by the
surviving corporation or its parent or if the surviving corporation or its
parent substitutes comparable options or awards for options or awards granted
under the Company's plans.
13
<PAGE> 17
PROPOSAL NO. 2
RATIFICATION OF INDEPENDENT ACCOUNTANTS
The Company is asking the stockholders to ratify the appointment of Ernst &
Young LLP as the Company's independent public accountants for the fiscal year
ending December 31, 2000. The affirmative vote of the holders of a majority of
shares present or represented by proxy and voting at the Annual Meeting will be
required to ratify the appointment of Ernst & Young LLP.
In the event the stockholders fail to ratify the appointment, the Board of
Directors will reconsider its selection. Even if the appointment is ratified,
the Board of Directors, in its discretion, may direct the appointment of a
different independent accounting firm at any time during the year if the Board
of Directors feels that such a change would be in the Company's and its
stockholders' best interests.
Ernst & Young LLP has audited the Company's financial statements since
1996. Its representatives are expected to be present at the Annual Meeting, will
have the opportunity to make a statement if they desire to do so, and will be
available to respond to appropriate questions.
RECOMMENDATION OF THE BOARD OF DIRECTORS
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE RATIFICATION OF THE
SELECTION OF ERNST & YOUNG LLP TO SERVE AS THE COMPANY'S INDEPENDENT PUBLIC
ACCOUNTANTS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2000.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Since January 1, 1999, there has not been, nor is there currently proposed,
any transaction or series of similar transactions to which the Company or any of
its subsidiaries was or is to be a party in which the amount involved exceeded
or will exceed $60,000 and in which any director, executive officer, holder of
more than 5% of the Common Stock of the Company or any member of the immediate
family of any of the foregoing persons had or will have a direct or indirect
material interest other than (i) compensation agreements and other arrangements,
which are described where required in Employment Contracts and Change in Control
Arrangements and (ii) the transactions described below.
The Company's Certificate of Incorporation limits the liability of its
directors for monetary damages arising from a breach of their fiduciary duty as
directors, except to the extent otherwise required by the Delaware General
Corporation Law. Such limitation of liability does not affect the availability
of equitable remedies such as injunctive relief or rescission.
The Company's Bylaws provide that the Company shall indemnify its directors
and officers to the fullest extent permitted by Delaware law, including in
circumstances in which indemnification is otherwise discretionary under Delaware
law. The Company has also entered into indemnification agreements with its
officers and directors containing provisions that may require the Company, among
other things, to indemnify such officers and directors against certain
liabilities that may arise by reason of their status or service as directors or
officers and to advance their expenses incurred as a result of any proceeding
against them as to which they could be indemnified.
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
The members of the Board of Directors, the executive officers of the
Company and persons who hold more than 10% of the Company's outstanding Common
Stock are subject to the reporting requirements of Section 16(a) of the
Securities Exchange Act of 1934, as amended, which require them to file reports
with respect to their ownership of the Company's Common Stock and their
transactions in such Common Stock. Based upon (i) the copies of Section 16(a)
reports that the Company received from such persons for their 1999 fiscal year
transactions in the Common Stock and their Common Stock holdings and (ii) the
written representations received from one or more of such persons that annual
Form 5 reports were filed by them for
14
<PAGE> 18
the 1999 fiscal year only with respect to transactions that could be reported on
a Form 5 without being late transactions, the Company believes that all
reporting requirements under Section 16(a) for such fiscal year were met in a
timely manner by its executive officers, Board members and greater than
ten-percent stockholders, except that Ms. Polese and Messrs. van Hoff and Payne
each filed one late Form 4, each reporting one late sale to the underwriters,
and Mr. Shaio filed two late Form 4s reporting two late sales to the
underwriters, both in connection with the underwriters' exercise of their
over-allotment option in the Company's initial public offering; and Mr. Williams
filed one late Form 4 reporting the conversion of his Preferred Stock to Common
Stock in connection with the Company's initial public offering.
FORM 10-K
THE COMPANY WILL MAIL WITHOUT CHARGE, UPON WRITTEN REQUEST, A COPY OF THE
COMPANY'S FORM 10-K REPORT FOR FISCAL YEAR 1999, INCLUDING THE FINANCIAL
STATEMENTS, SCHEDULE AND LIST OF EXHIBITS. REQUESTS SHOULD BE SENT TO MARIMBA,
INC., 440 CLYDE AVENUE, MOUNTAIN VIEW, CALIFORNIA 94043, ATTN: STOCKHOLDER
SERVICES.
STOCKHOLDER PROPOSALS FOR 2001 ANNUAL MEETING
Stockholder proposals that are intended to be presented at the 2001 Annual
Meeting that are eligible for inclusion in the Company's proxy statement and
related proxy materials for that meeting under the applicable rules of the
Securities and Exchange Commission must be received by the Company not later
than December 27, 2000, in order to be included. Such stockholder proposals
should be addressed to Marimba, Inc., 440 Clyde Avenue, Mountain View,
California 94043, Attn: Stockholder Services.
Pursuant to new amendments to Rule 14a-4(c) of the Securities and Exchange
Act of 1934, as amended, if a stockholder who intends to present a proposal at
the 2001 annual meeting of stockholders does not notify the Company of such
proposal on or prior to March 14, 2001, then management proxies would be allowed
to use their discretionary voting authority to vote on the proposal when the
proposal is raised at the annual meeting, even though there is no discussion of
the proposal in the 2000 Proxy Statement. The Company currently believes that
the 2001 annual meeting of stockholders will be held during the second week of
June, 2001.
OTHER MATTERS
The Board knows of no other matters to be presented for stockholder action
at the Annual Meeting. However, if other matters do properly come before the
Annual Meeting or any adjournments or postponements thereof, the Board intends
that the persons named in the proxies will vote upon such matters in accordance
with their best judgment.
BY ORDER OF THE BOARD OF DIRECTORS,
/s/KIM K. POLESE
President and Chief Executive
Officer
Mountain View, California
April 25, 2000
WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE COMPLETE,
SIGN, DATE AND PROMPTLY RETURN THE ACCOMPANYING PROXY IN THE ENCLOSED
POSTAGE-PAID ENVELOPE. YOU MAY REVOKE YOUR PROXY AT ANY TIME
15
<PAGE> 19
PRIOR TO THE ANNUAL MEETING. IF YOU DECIDE TO ATTEND THE ANNUAL MEETING AND WISH
TO CHANGE YOUR PROXY VOTE, YOU MAY DO SO AUTOMATICALLY BY VOTING IN PERSON AT
THE MEETING. THANK YOU FOR YOUR ATTENTION TO THIS MATTER. YOUR PROMPT RESPONSE
WILL GREATLY FACILITATE ARRANGEMENTS FOR THE ANNUAL MEETING.
16
<PAGE> 20
PROXY MARIMBA, INC. PROXY
440 CLYDE AVENUE, MOUNTAIN VIEW, CA 94043
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF MARIMBA, INC.
FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD JUNE 8, 2000
The undersigned holder of Common Stock, par value $.0001, of Marimba, Inc.
(the "Company") hereby appoints Kim K. Polese and Fred M. Gerson, or either of
them, proxies for the undersigned, each with full power of substitution, to
represent and to vote as specified in this Proxy all Common Stock of the Company
that the undersigned stockholder would be entitled to vote if personally present
at the Annual Meeting of Stockholders (the "Annual Meeting") to be held on
Thursday June 8th, 2000 at 9:30 a.m. local time, at the Sheraton Sunnyvale
Hotel, 1108 N. Mathilda Avenue. Sunnyvale, California, and at any adjournments
or postponements of the Annual Meeting. The undersigned stockholder hereby
revokes any proxy or proxies heretofore executed for such matters.
This proxy, when properly executed, will be voted in the manner as directed
herein by the undersigned stockholder. IF NO DIRECTION IS MADE, THIS PROXY WILL
BE VOTED FOR THE ELECTION OF THE DIRECTORS, AND FOR PROPOSAL 2, AND IN THE
DISCRETION OF THE PROXIES AS TO ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE
THE MEETING. The undersigned stockholder may revoke this proxy at any time
before it is voted by delivering to the Corporate Secretary of the Company
either a written revocation of the proxy or a duly executed proxy bearing a
later date, or by appearing at the Annual Meeting and voting in person.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF THE DIRECTORS
AND "FOR" PROPOSAL 2.
PLEASE MARK, SIGN, DATE AND RETURN THIS CARD PROMPTLY USING THE ENCLOSED
RETURN ENVELOPE. If you receive more than one proxy card, please sign and return
ALL cards in the enclosed envelope.
(Continued and to Be Signed on Reverse Side)
<PAGE> 21
Please mark votes as in this example [X]
1. To elect the following directors to serve for a term ending upon the 2001
Annual Meeting of Stockholders or until their successors are elected and
qualified:
NOMINEES: Kim K. Polese, Arthur A. van Hoff, Steven P. Williams, Aneel Bhusri,
Raymond J. Lane, Douglas J. MacKenzie, Stratton D. Sclavos.
<TABLE>
<S> <C> <C>
FOR WITHHELD FOR all nominees, except for nominees written below.
[ ] [ ] [ ]
</TABLE>
-------------------------------------
Nominee exception(s).
<TABLE>
<S> <C> <C> <C>
2. To ratify the appointment of Ernst & Young, LLP as the FOR AGAINST ABSTAIN
Company's independent accountants for the fiscal year [ ] [ ] [ ]
ending December 31, 2000.
</TABLE>
In their discretion, the proxies are authorized to vote upon such other business
as may properly come before the Annual Meeting.
The undersigned
acknowledges receipt of
the accompanying Notice
of Annual Meeting of
Stockholders and Proxy
Statement.
Signature:
Signature (if held
jointly):
Date: , 2000
Please date and sign
exactly as your name(s)
is (are) shown on the
share certificate(s) to
which the Proxy applies.
When shares are held as
joint-tenants, both
should sign. When signing
as an executor,
administrator, trustee,
guardian, attorney-in
fact or other fiduciary,
please give full title as
such. When signing as a
corporation, please sign
in full corporate name by
President or other
authorized officer. When
signing as a partnership,
please sign in
partnership name by an
authorized person.
