<PAGE> 1
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of
1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to " 240.14a-11(c) or " 240.14a-12
Quotesmith.com, Inc.
----------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than 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
QUOTESMITH.COM, INC.
8205 SOUTH CASS AVENUE
DARIEN, ILLINOIS 60561
----------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 25, 2000
----------------------
The 2000 Annual Meeting of Stockholders of Quotesmith.com, Inc. a Delaware
corporation (the "Company"), will be held at Ripples Restaurant, located at 8025
South Cass Avenue, Darien, Illinois, on Thursday, May 25, 2000 at 10:00 a.m.,
Central Time, for the following purposes:
1. To elect two persons to the Board of Directors of the Company;
2. To ratify the appointment of Ernst & Young LLP as the Company's
independent auditors for the year ending December 31, 2000; and
3. To transact such other business as may properly come before the Annual
Meeting or any adjournment thereof.
Stockholders of record as of the close of business on April 5, 2000 (the
"Record Date") will be entitled to notice of and to vote at the Annual Meeting
or any adjournment thereof. A list of stockholders entitled to vote at the
Annual Meeting will be available for inspection by stockholders for any purpose
germane to the Annual Meeting at the offices of the Company for the ten days
immediately preceding the Annual Meeting date. The Annual Report of the Company
for the year ended December 31,1999 is being mailed to all stockholders of
record on the Record Date and accompanies the enclosed Proxy Statement.
Whether or not you plan to attend the Annual Meeting, please complete, sign
and date the enclosed proxy card and return it promptly in the enclosed
envelope. Your proxy may be revoked in the manner described in the Proxy
Statement at any time before it has been voted at the Annual Meeting.
By Order of the Board of Directors,
[FACSIMILE SIGNATURE]
David I. Vickers
Senior Vice President, Chief Financial Officer
and Secretary
Darien, Illinois
April 13, 2000
----------------------
YOUR VOTE IS IMPORTANT. PLEASE SIGN, DATE AND RETURN YOUR
PROXY PROMPTLY WHETHER OR NOT YOU PLAN TO ATTEND.
----------------------
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QUOTESMITH.COM, INC.
8205 CASS AVENUE
DARIEN, ILLINOIS 60561
----------------------
PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 25, 2000
----------------------
GENERAL INFORMATION
This Proxy Statement is being furnished to the stockholders of
Quotesmith.com, Inc., a Delaware corporation, in connection with the
solicitation of proxies by Quotesmith.com's Board of Directors for use at the
Annual Meeting of Stockholders to be held at Ripples Restaurant, located at 8025
South Cass Avenue, Darien, Illinois, on Thursday, May 25, 2000 at 10:00 a.m.,
Central Time, and any adjournments thereof. A stockholder may revoke a proxy at
any time before the meeting is convened by filing with the Secretary of
Quotesmith.com an instrument of revocation or a duly executed proxy bearing a
later date. A proxy also may be revoked by attending the Annual Meeting and
voting in person, although attendance at the Annual Meeting will not, in and of
itself, constitute a revocation of proxy. This Proxy Statement and the enclosed
Notice of Annual Meeting and form of proxy are first being sent to stockholders
on or about April 13, 2000.
Stockholders are urged to sign the accompanying form of proxy and return it
as soon as possible in the envelope provided for that purpose. Returning a proxy
card will not prevent a stockholder from attending the Annual Meeting. If the
enclosed proxy is properly executed and returned in time for voting with a
choice specified thereon, the shares represented thereby will be voted as
indicated on such proxy. If no specification is made, the proxy will be voted by
the person(s) named thereon (i) for the election of the nominees named herein as
directors (or a substitute therefor if a nominee is unable or refuses to serve),
(ii) for the ratification of Ernst & Young LLP as Quotesmith.com's independent
auditors for 2000 and (iii) in the discretion of such person(s) upon such
matters not presently known or determined that properly may come before the
Annual Meeting. A stockholder who wishes to designate a person or persons to act
as his or her proxy at the Annual Meeting, other than the proxies designated by
the Board of Directors, may strike out the names appearing on the enclosed form
of proxy, insert the name of any other such person or persons, sign the proxy
and transmit it directly to such other designated person or persons for use at
the Annual Meeting.
Stockholders of record on April 5, 2000 (the "Record Date") are entitled to
notice of and to vote at the Annual Meeting. As of the Record Date, 19,226,711
shares of Common Stock were outstanding and entitled to one vote each on all
matters to be considered at the Annual Meeting. Stockholders do not have the
right to cumulate their votes in the election of directors. A majority of the
shares entitled to vote present, in person or by proxy, at the Annual Meeting
will constitute a quorum. If a quorum is present, the affirmative vote of a
plurality of the shares that are present, in person or by proxy, at the Annual
Meeting and entitled to vote will be sufficient to elect a director. The
affirmative vote of a majority of such shares will be sufficient to ratify the
appointment of the independent auditors. Abstentions and broker non-votes will
be treated as present at the Annual Meeting for purposes of reaching a quorum.
Abstentions shall have no effect on the
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election of a director but shall be treated as a vote against the ratification
of the independent auditors. Broker non-votes will have no effect on the outcome
of the vote on any of the proposals.
The cost of soliciting proxies will be borne by Quotesmith.com. In addition
to solicitation by mail, directors, officers and employees of the Company may
solicit proxies in person or by telephone. Brokers, nominees, fiduciaries and
other custodians will be requested to forward soliciting materials to the
beneficial owners of shares of Common Stock and will be reimbursed by us for
their reasonable expenses in forwarding such materials.
PROPOSAL 1. ELECTION OF DIRECTORS
Our board of directors is currently comprised of seven directors divided
into three classes serving staggered three year terms, except for the first term
of Class I directors, who have served for a one year term and our Class II
directors are serving for a two year term. Each year, the directors of one class
will stand for election as their terms of office expire. Messrs. Gretsch and
Rueben are designated as Class I directors, with their terms of office expiring
in 2000, Messrs. Denton and McCartney are designated as Class II directors with
their terms of office expiring in 2001, and Messrs. Bland, Shannon and Thoms are
designated as Class III directors with their terms of office expiring in 2002.
The Board has nominated Richard F. Gretsch and Bruce J. Rueben for election
to the Board at the Annual Meeting, each of whom has indicated his willingness
to serve if elected. In the event that a nominee should become unwilling or
unable to serve as a director, all duly executed proxies shall be voted for the
election of such other person as may be designated by the Board of Directors.
Unless authority to vote for a nominee is withheld, all votes represented by a
properly executed proxy will be cast in favor of the nominees.
The Board of Directors recommends a vote FOR the nominees for director.
The following table sets forth information regarding our Board of
Directors, including the nominees to the Board:
NAME AGE POSITION
- ---- --- --------
Robert S. Bland................ 46 Chairman of the Board, President,
Chief Executive Officer
William V. Thoms .............. 47 Executive Vice President and Director
* Bruce J. Rueben................ 47 Director
Timothy F. Shannon............. 45 Director
Jeremiah A. Denton, Jr. ....... 74 Director
* Richard F. Gretsch............. 46 Director
John McCartney................. 47 Director
* Nominee for election.
Robert S. Bland has served as our chairman of the board, president and
chief executive officer since he founded Quotesmith.com in 1984. Mr. Bland holds
a B.S. in marketing from the University of Colorado.
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William V. Thoms has served as our executive vice president since 1994.
From 1988 to 1993, Mr. Thoms was responsible for our operations and customer
service departments. Mr. Thoms is a founding stockholder of Quotesmith.com.
Bruce J. Rueben became a director of Quotesmith.com in January 1998. He has
been president of the Minnesota Hospital and Health Care Partnership,
Minnesota's hospital association, since November 1998. From January 1994 to
November 1998, Mr. Rueben was president of the Maine Hospital Association. From
1989 to 1994, Mr. Rueben was senior vice president and assistant treasurer of
the Virginia Hospital Association. Mr. Rueben holds a B.S. from the Virginia
Commonwealth University School of Business and a M.B.A. from the University of
South Carolina.
Timothy F. Shannon became a director of Quotesmith.com in January 1998.
Since 1991, he has been President of Bradner Smith & Company, a subsidiary of
Bradner Central Company. In 1995, he was appointed to the Bradner Central
Company board of directors. Bradner Central Company, headquartered in Chicago,
is a wholesale paper distribution company with annual revenues that exceed $300
million. Mr. Shannon holds a B.S. in Business Administration from the University
of Illinois.
Admiral Jeremiah A. Denton, Jr. became a director of Quotesmith.com in
August 1999. He currently serves as president of the National Forum Foundation.
Admiral Denton was elected as a United States Senator from Alabama in 1980, and
served from 1981 to 1987. From 1987 to 1989, Admiral Denton, after being
appointed by President Reagan, served as chairman of the presidential commission
on Merchant Marine and Defense. Admiral Denton holds a B.S. from the United
States Naval Academy and an M.A. in international affairs from George Washington
University.
Richard F. Gretsch became a director of Quotesmith.com in August 1999. He
currently serves as global offering manager for AT&T Global Network Services and
has held this position since AT&T purchased the IBM global network. Mr. Gretsch
had been global offering manager for IBM Internet Connection Service since 1995.
From 1977 to 1995, he was employed with IBM Corporation in various capacities
including advisory instructor, systems engineering, major account development
and securities industry client manager. Mr. Gretsch holds a B.S. in finance and
accounting from the University of Arizona and a M.B.A. from the University of
Notre Dame.
John McCartney became a director of Quotesmith.com in August 1999. Since
October 1998, Mr. McCartney has served as vice chairman of Datatec, Ltd, a
global provider of Internet-related products and services. Datatec, with annual
revenues of greater than $1 billion, is headquartered in Johannesburg, South
Africa and publicly traded on the Johannesburg Stock Exchange. From June 1997 to
March 1998, Mr. McCartney was president of the client access business unit of
3Com Corporation, which merged with U.S. Robotics Corporation in 1997. Mr.
McCartney served on the board of directors of U.S. Robotics Corporation from
1985 through 1997. He also served in various executive capacities at U.S.
Robotics Corporation, including as president and chief operating officer. In
addition to serving on the board of directors of Datatec, Mr. McCartney serves
on the board of directors of A.M. Castle Corp. (AMEX) Next Level Communications,
Inc. (NASDAQ), and other privately held companies. Mr. McCartney holds a B.A. in
philosophy from Davidson College and a M.B.A. from the Wharton School,
University of Pennsylvania.
BOARD COMMITTEES AND MEETINGS
Our board of directors met one time during 1999 subsequent to our initial
public offering on August 3, 1999. All board members attended the meeting.
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Our board of directors has an executive committee, an audit committee and a
compensation committee. These committees were established at our fourth quarter
1999 board of directors meeting and had their initial meetings in the first
quarter of 2000. As necessary, however, the executive committee and compensation
committee did act by consent resolution during 1999.
Our executive committee consists of Messrs. Bland, Thoms and McCartney. The
executive committee is authorized to exercise, between meetings of our board of
directors, all of the powers and authority of our board of directors in the
direction and management of our company, except to the extent prohibited by
applicable law or our certificate of incorporation, or another committee shall
have been accorded authority over the matter.
Our audit committee consists of Messrs. McCartney, Shannon and Rueben. The
audit committee will review our financial statements and accounting practices,
make recommendations to our board of directors regarding the selection of
independent auditors and review the results and scope of the audit and other
services provided by our independent auditors. Beginning in the first quarter of
2000, the audit committee will review quarterly results with management and the
independent auditors.
Our compensation committee consists of Messrs. Gretsch, Shannon and Rueben.
The compensation committee will make recommendations to the board of directors
concerning salaries and incentive compensation for our executive officers and
administers our employee benefit plans.
DIRECTOR COMPENSATION
Directors who are also employees of Quotesmith.com receive no compensation
for serving on our board of directors. Non-employee directors receive an annual
stipend of $10,000. In addition, we reimburse non-employee directors for all
travel and other expenses incurred in connection with attending board and
committee meetings. Non-employee directors are also eligible to receive stock
option grants under the Quotesmith.com, Inc. 1997 Stock Option Plan. Pursuant to
this plan, Messrs. Rueben and Shannon received grants of 25,000 options each on
January 1, 1998. These options are vested and are exercisable at an exercise
price of $1.00 per share. Admiral Denton and Messrs. Gretsch and McCartney
received options to purchase 25,000 shares of common stock at the completion of
our initial public offering at an exercise price of $11.00 per share. These
options were fully vested at the time of grant.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
None of our compensation committee members is an officer or employee of
Quotesmith.com. None of our executive officers serves as a member of the board
of directors or compensation committee of any entity that has one or more of
it's executive officers serving on our compensation committee.
During 1999, our board of directors, then consisting of Messrs. Bland,
Thoms, Reuben and Shannon, set the compensation for our executive officers. Mr.
Bland, our president and chief executive officer, and Mr. Thoms, our executive
vice president, participated as directors in deliberations and determinations
regarding executive compensation.
OWNERSHIP OF SECURITIES
The following table sets forth information with respect to beneficial
ownership of our common stock as of April 5, 2000:
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o each stockholder that is known to us to beneficially own more than 5%
of our common stock;
o each of our directors;
o our chief executive officer and each of the executive officers named
in the summary compensation table appearing elsewhere in this proxy
statement; and
o all of our executive officers and directors as a group.
Unless otherwise indicated, the mailing address for each of the named
individuals is c/o Quotesmith.com, Inc., 8205 South Cass Avenue, Suite 102,
Darien, Illinois 60561.
Applicable percentage ownership in the table is based upon 19,226,711
shares of common stock outstanding as of April 5, 2000. Beneficial ownership is
determined in accordance with the rules of the SEC. Shares of common stock
subject to options presently exercisable or exercisable within 60 days as of the
date hereof are deemed to be outstanding for the purpose of computing the
percentage ownership of the person or entity holding options, but are not
treated as outstanding for the purpose of computing the percentage ownership for
any other person or entity.
<TABLE>
<CAPTION>
SHARES BENEFICIALLY OWNED
-------------------------
NUMBER PERCENT
------ -------
<S> <C> <C>
OUR CEO, NAMED EXECUTIVE OFFICERS AND DIRECTORS
Robert S. Bland(1)......................................... 7,314,334 38.0%
William V. Thoms........................................... 2,161,500 11.2
Thomas A. Munro(2)......................................... 63,000 *
Burke A. Christensen (3)................................... 58,676 *
Timothy F. Shannon(4)...................................... 38,333 *
Bruce J. Rueben(4)......................................... 29,000 *
Admiral Jeremiah A. Denton, Jr. (4)........................ 27,000 *
Richard F. Gretsch (4)..................................... 30,000 *
John McCartney (4)......................................... 36,000 *
ALL EXECUTIVE OFFICERS AND DIRECTORS AS A
GROUP (10 PERSONS)(5)....................................... 9,757,843 50.2
OTHER FIVE PERCENT STOCKHOLDERS
Intuit Ventures, Inc.(6)................................... 1,272,727 6.6
* Less than 1%.
</TABLE>
(1) Includes 3,657,167 shares owned by Mr. Bland as a tenant in common with his
wife, Maureen A. Bland, and 3,657,167 shares owned by Southcote Partners,
L.P., a limited partnership whose sole general partners are Mr. and
Mrs. Bland.
(2) Includes options to purchase 35,000 shares.
(3) Includes options to purchase 50,000 shares.
(4) Includes options to purchase 25,000 shares.
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(5) Includes options to purchase 210,000 shares.
(6) Number of shares is based on information set forth in schedule 13G/A,
filed with the SEC as of February 7, 2000. Intuit's address is 2535
Garcia Avenue, Mountain View, California 94043.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires directors,
executive officers and beneficial owners of more than ten percent of the Common
Stock to file initial reports of ownership and reports of changes in ownership
with the Securities and Exchange Commission and to provide the Company with
copies of such reports. Based solely on a review of the copies provided to the
Company and written representations from the directors and executive officers,
the Company believes that all applicable Section 16(a) filing requirements have
been met, except that the initial Form 4 for Burke Christensen, William Thoms,
John McCartney, Richard Gretsch, Jeremiah Denton Jr., Bruce Rueben, and Timothy
Shannon reflecting purchases of shares in the initial public offering were filed
late.
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth all compensation paid for services rendered
to Quotesmith.com during our last three years in all capacities by (i) our Chief
Executive Officer, and (ii) the Company's highest paid executive officers during
1999 with cash compensation in excess of $100,000.
<TABLE>
<CAPTION>
Long-Term
Compensation
Awards
Annual Compensation Securities
Underlying All Other
Name and Principal Position Year Salary Bonus Options Compensation(1)
- --------------------------- ----- ------ ----- ------- ---------------
<S> <C> <C> <C> <C> <C>
Robert S. Bland 1999 $ 200,000 $ -- $ -- $ --
President, Chief Executive Officer 1998 192,308 -- -- --
1997 268,450 -- -- --
William V. Thoms 1999 200,000 -- -- --
Executive Vice President, Chief 1998 198,077 -- 25,000 --
Operating Officer 1997 219,412 -- -- --
Thomas A. Munro (2)
Vice President, Chief Financial
Officer 1999 156,635 22,500 90,000 156,000
Burke A. Christensen (3)
Vice President of Operations,
General Counsel 1999 147,969 20,000 100,000 --
</TABLE>
(1) Other compensation represents the dollar value difference between the price
paid by Mr. Munro for common stock of the registrant purchased from the
registrant in March 1999 and the estimated fair market value of such
security at the date of purchase.
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(2) Mr. Munro joined Quotesmith.com in March 1999 at an annual base salary
of $225,000. Mr. Munro resigned his employment with the Company in
January 2000. As a result of his separation, he received one year base
salary. Fifty percent was paid at his resignation date and the balance
is due in twelve equal monthly installments. Mr. Munro will continue
to vest in his options for twelve months following his resignation.
(3) Mr. Christensen joined Quotesmith.com in January, 1999.
OPTION GRANTS IN 1999
The following table sets forth certain information concerning grants of
stock options to the Named Executive Officers during 1999.
<TABLE>
<CAPTION>
Potential Realizable
Value of Assumed
Number of Percent of Total Annual Rates of Stock
Securities Options Exercise Price Appreciation
Underlying Granted to or Base for Option Term(3)
Options Employees in Price per Expiration ------------------
Name Granted(1) 1999(2) Share Date 5% 10%
- ---- ---------- ------- ----- ---- -- ---
<S> <C> <C> <C> <C> <C> <C> <C>
Thomas A. Munro 30,000 4.2% $5.00 3/29/09 $387,300 $705,900
30,000 4.2% $7.00 3/29/09 $327,300 $645,900
30,000 4.2% $9.00 3/29/09 $267,300 $585,900
Burke A. Christensen 25,000 3.5% $3.00 1/1/09 $372,750 $638,250
25,000 3.5% $5.00 1/1/09 $322,750 $588,250
25,000 3.5% $7.00 1/1/09 $272,750 $538,250
25,000 3.5% $9.00 1/1/09 $222,750 $488,250
</TABLE>
(1) In January 1999, we granted Mr. Christensen options, each of which expires
January 1, 2009, to purchase: 25,000 shares of our common stock with an
exercise price of $3.00 per share, vesting as of November 16, 1999; 25,000
shares of our common stock with an exercise price of $5.00 per share,
vesting as of May 16, 2000; 25,000 shares of our common stock with an
exercise price of $7.00 per share, vesting as of November 16, 2000; and
25,000 shares of our common stock at an exercise price of $9.00 per share,
vesting as of November 16, 2001.
In March 1999, we granted Mr. Munro options, each of which was to expire
March 29, 2009, to purchase: 30,000 shares of our common stock with an
exercise price of $5.00 per share; 30,000 shares of our common stock with
an exercise price of $7.00 per share; and 30,000 shares of our common
stock at $9.00 per share. Each of Mr. Munro's options was to vest over a
36-month period by 2.77% of the total number of shares optioned each
month, however, in the 36th month, these options were to vest by 3.05% of
the total number of shares optioned.
(2) Based on an aggregate of 718,000 options granted to our employees in 1999.
(3) Potential realizable values are calculated by assuming the initial public
offering price of $11 per share 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 at the appreciated price. Potential
realizable values are net of exercise price, but before taxes associated
with exercise. The assumed 5% and 10% rates of stock appreciation are
provided in accordance with the rules of the Securities and Exchange
Commission and do not represent our estimate or projection of our future
stock price.
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AGGREGATE OPTION EXERCISES IN 1999 AND 1999 YEAR END OPTION VALUES
The following table sets forth certain information regarding the number and
value of unexercised options held by the Named Executive Officers as of December
31,1999. No stock options were exercised during 1999.
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money Options at
Options at December 31, 1999 December 31, 1999(1)
---------------------------- --------------------
Name Exercisable Unexercisable Exercisable Unexercisable
- ---- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
Thomas A. Munro 22,500 67,500 $ 98,438 $295,125
Burke A. Christensen 25,000 75,000 $209,375 $328,125
</TABLE>
(1) The value of in-the-money options represents the difference between
the exercise price of such options and $11.375, the last sale price of
a share of Common Stock on December 31, 1999.
EMPLOYMENT AGREEMENTS AND CHANGE OF CONTROL ARRANGEMENTS
We have entered into employment agreements with Messrs. Bland, Thoms and
Christensen. These agreements set forth each executive's base annual
compensation level, eligibility for salary increases, bonuses and options and
level of benefits. Mr. Munro terminated his employment with Quotesmith.com in
January 2000, and is receiving separation benefits pursuant to the terms of his
employment agreement.
In addition, each of the agreements provides for separation benefits if one
of these executives is terminated without cause or if the executive terminates
his employment for good reason, including a change of control of our company. In
the event of a termination without cause or for good reason, each of Messrs.
Bland and Thoms is entitled to receive a lump sum payment equal to two times his
base annual salary. In the event of a termination without cause, Mr. Christensen
is entitled to receive a lump sum payment equal to his annual base salary. In
the event of a separation payment, Messrs. Bland and Thoms are entitled to gross
up payments for any excise taxation incurred.
STOCK PERFORMANCE GRAPH
The graph below compares the quarterly percentage changes in
Quotesmith.com's cumulative total stockholder return from August 3, 1999 (the
date of our initial public offering) through December 31, 1999 with the
cumulative total return of the CRSP Total Return Index for the Nasdaq Stock
Market and the CRSP Total Return Index for Nasdaq Insurance Stocks for the same
period. The Insurance Stock Index includes insurance companies, brokers, agents,
and related services. The graph assumes the investment of $100 and the
reinvestment of all dividends. The stock price performance shown on the graph
below is not necessarily indicative of future stock price performance.
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[GRAPH APPEARS HERE]
8/3/99 9/30/99 12/31/99
------ ------- --------
Quotesmith.com, Inc....................... $ 100 $ 64.773 $ 103.409
Nasdaq Stock Market
(U.S. Companies)........................ 100 106.112 157.238
Nasdaq
(Insurance Index)....................... 100 90.513 84.426
BOARD OF DIRECTORS AND COMPENSATION COMMITTEE REPORT
Prior to the Company's initial public offering on August 3, 1999, the Board
of Directors was responsible for establishing and implementing the Company's
executive compensation policy. The principal elements of the 1999 compensation
for our executive officers, including our Chief Executive Officer, was
established during that time.
The Compensation Committee of the Board of Directors will determine the
compensation our Chief Executive Officer and our other executive officers
beginning in 2000. To ensure that our executive compensation program is
administered in an objective manner, the Compensation Committee is composed
entirely of directors who are neither executive officers nor employees of the
company. In addition to determining the salary and bonus compensation for all of
our executive officers, the Compensation Committee determines the nature, timing
and amount of awards and grants under Quotesmith.com`s stock option plans and
makes recommendations as to the administration of other compensation plans and
programs as they relate to executive officers.
This report is intended to describe the philosophy that underlies the cash
and equity-based components of our intended executive pay program in 2000. It
also describes the details of each element of the program, as well as the
rationale for compensation paid to our Chief Executive Officer and executive
officers in general in 1999.
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Compensation of Executive Officers Generally
The compensation philosophy of the Company is to (i) provide a competitive
total compensation package that enables the Company to attract and retain key
executive and employee talent needed to accomplish the Company's goals and (ii)
directly link compensation to improvements in Company financial and operational
performance and increase in stockholder value as measured by the Company's stock
price and other objective criteria.
The Company's compensation program for all executive offices emphasizes
variable compensation, primarily through performance-based grants of
equity-based incentives in the form of stock options. Salaries of all executive
officers are generally targeted at median market levels.
The Committee will continue to monitor the Company's compensation program
in order to maintain the proper balance between cash compensation and
equity-based incentives and may consider further revisions in the future,
although it is expected that equity based compensation will remain one of the
principal components of compensation.
Components of Compensation
Salary. The Compensation Committee will review each executive officer's
salary annually. Objective and subjective performance goals are set each year
for each executive officer which will vary depending upon the specific position
or role of the executive within the company. The Compensation Committee's review
will take into consideration both the company's performance with respect to
revenue growth and operating margins, together with the duties and performance
of each executive. The Compensation Committee also considers provisions relating
to salary set forth in employment agreements with certain of our executive
officers.
Bonus. Certain employees of the Company who perform significant management
and decision-making functions are eligible to receive a performance bonus.
Awards to executives may be made by the Compensation Committee after considering
the recommendation of our Chief Executive Officer (except for awards granted to
the Chief Executive Officer) and the financial performance of Quotesmith.com as
measured by revenue growth and operating margins, or any other factors that the
Compensation Committee deems relevant. Bonuses for fiscal 1999 were awarded
based on Quotesmith.com's financial performance, as measured by the factors
listed above, and the successful completion of our initial public offering. The
bonus component of the executive compensation package is designed to be less
than industry averages.
Stock Options. The Compensation Committee believes that the granting of
stock options is the most important method of rewarding and motivating
management by aligning management's interests with those of our stockholders on
a long-term basis. In addition, the Compensation Committee recognizes that we
conduct our business in an increasingly competitive industry and that, in order
for the Company to remain highly competitive and at the same time pursue a
high-growth strategy, it must employ the best and most talented executives and
managers who possess demonstrated skills and experience. We believe that stock
options play an important role in attracting and retaining such employees. For
these reasons, the Company previously adopted the Quotesmith.com, Inc. 1997
Stock Option Plan (the "Plan") as a stock-based incentive program for our
employees, executive officers and directors. The Committee believes the Plan is
an important feature of our executive compensation package. Under the Plan, the
Compensation Committee may grant options to executive officers who are expected
to contribute materially to Quotesmith.com's future success. In determining the
size of stock option grants, the Compensation Committee will focus primarily
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on the company's performance and the perceived role of each executive in
accomplishing such performance objectives, as well as the satisfaction of
individual performance objectives. All non-officer employees will be granted 500
options after 90 days of full time employment. The value of the stock options is
directly tied to the value of a share of our Common Stock.
Compensation of the Chief Executive Officer. Mr. Robert Bland currently
serves as Chief Executive Officer and President. Mr. Bland was compensated
during the 1999 fiscal year utilizing the same general philosophy and criteria
used for other executive officers as described above. During the 1999 fiscal
year, Mr. Bland received a salary of $200,000 pursuant to his employment
agreement with the Company.
Tax Considerations. The Compensation Committee has determined that it is
unlikely that the Company would pay any amounts for 2000 that would result in a
loss of the federal income tax deduction under Section 162(m) of the Internal
Revenue Code of 1986, as amended, and, accordingly, has not recommended that any
special actions be taken or that any plans or programs be revised at this time.
The foregoing report has been approved by all of the members of the
Compensation Committee.
The Compensation Committee
Richard F. Gretsch
Bruce J. Rueben
Timothy F. Shannon
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Since the date of the Company's initial public offering in August 1999,
Richard F. Gretsch, Bruce J. Rueben and Timothy F. Shannon, none of whom at any
time have been employees of the Company, served on the Compensation Committee of
the Board of Directors.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In September 1998, Quotesmith.com entered into a three year services
agreement with Intuit Insurance Services, Inc., a wholly owned subsidiary of
Intuit, Inc., under which the Company paid a fee to Intuit Insurance Services
for its customers who purchase insurance through the Company's service. In
February 1999, the Company sold 1,000,000 shares of its common stock to Intuit,
Inc. for proceeds of $3,000,000 in a private placement. The Company also sold
272,727 shares of its common stock to Intuit, Inc. for proceeds totaling
$3,000,000 in the initial public offering.
In June 1999, the Company borrowed $2,000,000 from Intuit, Inc. Interest
accrued at an annual rate of 12.5%. The note was paid in full on August 5, 1999
with interest totaling $28,767.
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PROPOSAL 2. RATIFICATION OF INDEPENDENT AUDITORS
Upon recommendation of the Audit Committee, the Board of Directors has
selected Ernst & Young LLP as independent auditors to audit the consolidated
financial statements of Quotesmith.com, and has directed that this selection be
presented to the stockholders for approval at the Annual Meeting. Ernst & Young
LLP has audited Quotesmith.com's financial statements since 1996. It is
anticipated that representatives of Ernst & Young LLP will attend the Annual
Meeting, will have the opportunity to make a statement and will be available to
respond to questions from stockholders.
The affirmative vote of the holders of a majority of the shares present in
person or represented by proxy and entitled to vote at the Annual Meeting will
be required to ratify the selection of Ernst & Young LLP. In the event
stockholders fail to ratify the appointment of Ernst & Young LLP, the Board of
Directors will reconsider its selection. Even if the selection is ratified, the
Board of Directors, in its discretion, may direct the appointment of a different
independent auditor at any time if the Board determines that such a change would
be in the best interests of Quotesmith.com and its stockholders.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE RATIFICATION OF ERNST &
YOUNG LLP AS THE COMPANY'S INDEPENDENT AUDITORS.
OTHER MATTERS
The Board of Directors is not aware of any matters to be presented at the
Annual Meeting other than those listed in the notice of the meeting. If any
other matters do come before the Annual Meeting, it is intended that the holders
of proxies solicited by the Board of Directors will vote on such other matters
in their discretion in accordance with their best judgment.
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ADDITIONAL INFORMATION
A COPY OF OUR ANNUAL REPORT ON FORM 10-K, FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, IS AVAILABLE WITHOUT CHARGE UPON WRITTEN REQUEST ADDRESSED
TO THE CORPORATE SECRETARY OF QUOTESMITH.COM, INC., 8205 SOUTH CASS AVENUE,
SUITE102, ILLINOIS 60561.
2000 STOCKHOLDER PROPOSALS
From time to time, stockholders of the Company may submit proposals that
they believe should be voted upon at the Annual Meeting or nominate persons for
election to the Board of Directors. Pursuant to Rule 14a-8 under the Securities
Exchange Act of 1934, some stockholder proposals may be eligible for inclusion
in the Company's 2000 Proxy Statement. Any such stockholder proposals must be
submitted in writing to the Secretary of the Company no later than December 15,
2000. Stockholders interested in submitting such a proposal are advised to
contact knowledgeable counsel with regard to the detailed requirements of
applicable securities laws. The submission of a stockholder proposal does not
guarantee that it will be included in the Company's Proxy Statement.
Alternatively, under the Company's By-laws, a proposal or nomination that
the stockholder does not seek to include in the Company's Proxy Statement
pursuant to Rule 14a-8 may be submitted in writing to the Secretary of the
Company for the 2000 Annual Meeting of Stockholder not less than 120 days prior
to the date on which the Company first mailed its proxy materials for the 1999
Annual Meeting, unless the date of the 2000 Annual Meeting of Stockholders is
advanced by more than 30 days or delayed by 30 days from the anniversary of the
1999 Annual Meeting. For the Company's 2000 Annual Meeting of Stockholders, this
means that any such proposal or nomination must be submitted no later than
December 15, 2000. If the date of the 2000 Annual Meeting of Stockholders is
advanced by more than 30 days or delayed by more than 30 days from the
anniversary of the 1999 Annual Meeting, the deadline for a stockholder to submit
any such proposal or nomination is a reasonable time before the Company begins
to print and mail its proxy materials. The stockholder's submission must include
certain specified information concerning the proposal or nominee, as the case
may be, and information as to the stockholder's ownership of Common Stock of the
Company. Proposals or nominations not meeting these requirements will not be
entertained at the Annual Meeting of Stockholders. If the stockholder does not
also comply with the requirements of Rule 14a-4 under the Securities Exchange
Act of 1934, the Company may exercise discretionary voting authority under
proxies it solicits to vote in accordance with its best judgment on any such
proposal or nomination submitted by a stockholder. Stockholders should contact
the Secretary of the Company in writing at 8205 South Cass Avenue, Darien,
Illinois 60561 to make any submission or to obtain additional information as to
the proper form and content of submissions.
By Order of the Board of Directors
/s/ David I. Vickers
David I. Vickers
Senior Vice President, Chief Financial Officer
and Secretary
Darien, Illinois
April 13, 2000
