<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as Permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to S240.14a-11(c) or S240.14a-12
TIBCO Software 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.
[_] $125 per Exchange Act Rules 0-11(c)(l)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
[_] $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) 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:
Notes:
<PAGE>
TIBCO Software Inc.
3165 Porter Drive
Palo Alto, CA 94304
----------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON APRIL 12, 2000
----------------
TO THE STOCKHOLDERS OF TIBCO SOFTWARE INC.:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of TIBCO
Software Inc., a Delaware corporation (the "Company"), will be held on April
12, 2000 at 10:00 a.m. local time at the Company's headquarters located at
3165 Porter Drive, Palo Alto, California, for the following purposes as more
fully described in the Proxy Statement accompanying this Notice:
1. To re-elect nine directors and elect one new director to serve until
the Company's next annual meeting of stockholders, or until their
successors are duly elected and qualified.
2. To approve an amendment to the Company's Certificate of Incorporation to
increase the number of authorized shares of common stock to
1,200,000,000 and preferred stock to 75,000,000.
3. To ratify the appointment of PricewaterhouseCoopers LLP as independent
accountants of the Company for the fiscal year ending November 30, 2000.
4. To transact such other business as may properly come before the meeting
or any adjournment or postponement thereof.
The foregoing items of business are more fully described in the Proxy
Statement accompanying this Notice of Annual Meeting of Stockholders. Only
stockholders of record at the close of business on February 21, 2000 are
entitled to notice of, and to vote at, the Annual Meeting.
All stockholders are cordially invited to attend the Annual Meeting in
person. However, to assure your representation at the Annual Meeting, you are
urged to mark, sign, date and return the enclosed proxy card in the postage-
prepaid envelope enclosed for that purpose; or to call the toll-free number
indicated on the enclosed proxy card and vote; or go to the website indicated
on the enclosed proxy card and vote as promptly as possible. Any stockholder
attending the Annual Meeting may vote in person even if he or she has returned
a proxy card or voted telephonically or via the Internet.
By Order of the Board of Directors
/s/ Robert P. Stefanski
Robert P. Stefanski
Secretary
Palo Alto, California
March 10, 2000
IMPORTANT
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE COMPLETE AND PROMPTLY
RETURN THE ENCLOSED PROXY IN THE ENVELOPE PROVIDED OR VOTE TELEPHONICALLY OR
VIA THE INTERNET AS INDICATED ON THE ENCLOSED PROXY. IF YOU ATTEND THE
MEETING, YOU MAY VOTE IN PERSON, EVEN IF YOU RETURNED A PROXY OR VOTED
TELEPHONICALLY OR VIA THE INTERNET.
<PAGE>
YOUR VOTE IS IMPORTANT
Stockholders of record or "registered stockholders" can vote:
By Mail: Mark your vote, date, sign and return the enclosed proxy in
the postage-paid return envelope provided.
By Telephone: Call the toll-free number indicated on the enclosed proxy
and follow the recorded instructions.
By Internet: Go to the website indicated on the enclosed proxy and
follow the instructions provided.
If your shares are held in "street" name, that is in the custody of a
financial institution or other holder of record, your vote is controlled by
that institution or holder. Some institutions may also offer telephone voting
or internet voting as well as returning the proxy card by mail. Specific
instructions are printed directly on your proxy card.
Even if you have given your proxy, you still may vote in person if you
attend the meeting. Please note, however, that if your shares are held
beneficially through a broker, bank or other nominee and you wish to vote at
the meeting, you must obtain from the record holder a proxy issued in your
name.
2
<PAGE>
TIBCO Software Inc.
3165 Porter Drive
Palo Alto, CA 94304
----------------
PROXY STATEMENT FOR
2000 ANNUAL MEETING OF STOCKHOLDERS
----------------
INFORMATION CONCERNING SOLICITATION AND VOTING
General
The enclosed proxy is solicited on behalf of the Board of Directors of TIBCO
Software Inc., a Delaware corporation (the "Company"), for use at the Annual
Meeting of Stockholders to be held on April 12, 2000, at 10:00 a.m. local time
(the "Annual Meeting"), or at any adjournment or postponement thereof, for the
purposes set forth herein and in the accompanying Notice of Annual Meeting.
The Annual Meeting will be held at the Company's headquarters located at 3165
Porter Drive, Palo Alto, California. The Company intends to mail this proxy
statement and accompanying proxy card on or about March 10, 2000 to all
stockholders entitled to vote at the Annual Meeting.
Stockholders Entitled to Vote
Stockholders of record at the close of business on February 21, 2000 are
entitled to notice of and to vote at the Annual Meeting. At the close of
business on February 21, 2000, the Company had outstanding and entitled to
vote 182,719,869 shares of common stock, each of which is entitled to one vote
on each matter to be voted upon at the Annual Meeting.
Votes Required for Approval
The presence, in person or by proxy, of at least a majority of the shares
outstanding on the record date, February 21, 2000, is necessary to attain a
quorum. All votes will be tabulated by the inspector of elections appointed
for the Annual Meeting, who will separately tabulate affirmative and negative
votes, abstentions and broker non-votes. Broker non-votes occur when a
nominee, such as a financial institution, returns a proxy, but does not have
the authorization from the beneficial owner to vote the owner's shares on a
particular proposal because the nominee did not receive voting instructions
(via proxy vote) from the beneficial owner. Abstentions and broker non-votes
will be counted for the purpose of determining if a quorum is present. For
purposes of determining the number of shares voting on a particular proposal,
abstentions are counted as shares voting, whereas broker non-votes are not
counted as shares voting.
In the election of directors, the ten nominees receiving the highest number
of affirmative votes shall be elected. Proposal 2 must be approved by the
affirmative vote of the holders of a majority of the outstanding shares of
common stock. Proposal 3 must be approved by the affirmative vote of the
holders of a majority of the outstanding shares of common stock present in
person or represented by proxy and entitled to vote on the subject matter.
How to Vote Your Shares
YOUR VOTE IS IMPORTANT. Your shares can be voted at the Annual Meeting only
if you are present in person or represented by proxy. Whether or not you
expect to attend the meeting, please take the time to vote your proxy.
Stockholders of record or "registered stockholders" can vote:
By Mail: Mark your vote, date, sign and return the enclosed proxy in
the postage-paid return envelope provided.
By Telephone: Call the toll-free number indicated on the enclosed proxy
and follow the recorded instructions.
By Internet: Go to the website indicated on the enclosed proxy and
follow the instructions provided.
1
<PAGE>
If your shares are held beneficially in "street" name through a nominee such
as a financial institution or other holder of record, your vote may also be
cast by telephone, by internet, as well as by mail if your financial
institution offers such voting alternatives. Please follow the specific
instructions provided by your nominee on your proxy card.
Even if you have given your proxy, you still may vote in person if you
attend the meeting. Please note, however, that if your shares are held
beneficially through a broker, bank or other nominee and you wish to vote at
the meeting, you must obtain from the record holder a proxy issued in your
name.
Solicitation
The Company will bear the entire cost of solicitation of proxies, including
preparation, assembly, printing and mailing of this proxy statement, the proxy
card and any additional information furnished to stockholders. Copies of
solicitation materials will be furnished to banks, brokerage houses,
fiduciaries and custodians holding in their names shares of common stock
beneficially owned by others to forward to such beneficial owners. The Company
may reimburse persons representing beneficial owners of common stock for their
costs of forwarding solicitation materials to such beneficial owners. Original
solicitation of proxies by mail may be supplemented by telephone, telegram or
personal solicitation by directors, officers or other regular employees of the
Company. No additional compensation will be paid to directors, officers or
other regular employees for such services.
Stockholder Proposals
Any proposal of a stockholder of the Company which is intended to be
presented by such stockholder at the Company's 2001 Annual Meeting of
Stockholders must be received by the Company no later than November 10, 2000
in order for such proposal to be considered for inclusion in the Company's
proxy statement and form of proxy relating to such meeting. Stockholder
proposals received by the Company after that time will be considered untimely.
Revocability of Proxies
Any person giving a proxy pursuant to this solicitation has the power to
revoke it at any time before it is voted. A proxy may be revoked by filing
with the Secretary of the Company at the Company's principal executive office,
3165 Porter Drive, Palo Alto, California 94304, a written notice of revocation
or a duly executed proxy bearing a later date, or it may be revoked by
attending the meeting and voting in person. Attendance at the meeting will
not, by itself, revoke a proxy.
2
<PAGE>
PROPOSAL NO. 1
ELECTION OF DIRECTORS
Nominees
A board of ten directors is to be elected at the Annual Meeting. Unless
otherwise instructed, the proxy holders will vote the proxies received by them
for the Company's ten nominees named below, nine of whom are presently
directors of the Company. In the event that any nominee of the Company is
unable or declines to serve as a director at the time of the Annual Meeting,
the proxies will be voted for any nominee who shall be designated by the
present Board of Directors to fill the vacancy. It is not expected that any
nominee will be unable or will decline to serves as a director. The term of
office of each person elected as a director will continue until the next
annual meeting of stockholders or until a successor has been duly elected and
qualified.
The name of and certain information regarding each nominee are set forth
below. There are no family relationships among directors or executive officers
of the Company.
<TABLE>
<CAPTION>
Name Age(1) Position with the Company
---- ------ -------------------------
<S> <C> <C>
Vivek Y. Ranadive....... 41 President, Chief Exeuctive Officer and Chairman of the Board
Douglas M. Atkin........ 36 Director
Yogen K. Dalal.......... 49 Director
Edward R. Kozel......... 43 Director
Donald J. Listwin....... 40 Director
Larry W. Sonsini........ 58 Director
Matthew J. Szulik....... 43
John G. Taysom.......... 45 Director
Phillip E. White........ 56 Director
Philip Wood............. 44 Director
</TABLE>
- --------
(1) As of February 21, 2000
Vivek Y. Ranadive has served as President, Chief Executive Officer and
Chairman of the Board of the Company since its inception in January 1997. From
1985 to 1997, Mr. Ranadive served as the Chairman and CEO of Teknekron
Software Systems, Inc., the predecessor to the Company. In addition, Mr.
Ranadive served as President, Chief Executive Officer and Chairman of the
Board of TIBCO Finance Technology Inc. ("TFT"), a wholly-owned subsidiary of
Reuters Group PLC ("Reuters"), the Company's majority stockholder, from TFT's
inception until December 1998. Mr. Ranadive received his B.S. in electrical
engineering and computer science and his M.S. in engineering from the
Massachusetts Institute of Technology and his M.B.A. from Harvard University.
Douglas M. Atkin was appointed a director of the Company in July 1999. Since
1998, Mr. Atkin has been Chief Executive Officer of Instinet Corporation, a
subsidiary of Reuters. From 1992 to 1998, Mr. Atkin was CEO of Instinet
International, a subsidiary of Reuters. Mr. Atkin received his B.A. in
economics from Tufts University.
Yogen K. Dalal has been a director of the Company since December 1997. Since
September 1991, Mr. Dalal has been a Partner of Mayfield Fund, a venture
capital firm. Mr. Dalal is a director of BroadVision, Inc., a supplier of
Internet business applications, and several privately-held companies. Mr.
Dalal received his B.S. in electrical engineering from the Indian Institute of
Technology, Bombay and his M.S. and Ph.D. in electrical engineering from
Stanford University.
Edward R. Kozel has been a director of the Company since May 1997. Mr. Kozel
is a director of Cisco Systems, Inc., and served in various capacities at
Cisco from 1989 through April 1998, most recently as Chief Technology Officer
and Senior Vice President Business Development.
3
<PAGE>
Donald J. Listwin has been a director of the Company since October 1998.
Since February 1990, Mr. Listwin has been with Cisco, where he has held a
variety of positions and is currently an Executive Vice President. Mr. Listwin
also serves on the Board of Directors of Software.com and E-Tek Dynamics. Mr.
Listwin received his B.S. in electrical engineering from the University of
Saskatchewan, Canada.
Larry W. Sonsini has been a director of the Company since May 1997. Mr.
Sonsini has been an attorney with the law firm of Wilson Sonsini Goodrich &
Rosati since 1966 and currently serves as the Chairman of the firm's Executive
Committee. Mr. Sonsini also serves as a director of Lattice Semiconductor
Corporation, Novell, Inc. and Pixar. Mr. Sonsini received A.B. and L.L.B.
degrees from the University of California, Berkeley.
Matthew J. Szulik has served as Chief Executive Officer of Red Hat, Inc.
since November 1999, as President since November 1998 and as a director since
April 1999. Mr. Szulik also served as Chief Operating Officer of Red Hat from
November 1998 to April 1999. Prior to joining Red Hat, from September 1997 to
October 1998, Mr. Szulik served as President of Relativity Technologies, a
computer software company. From February 1996 to May 1997, Mr. Szulik served
as President of Sapient International, a computer software company. Prior to
that, from January 1993 to December 1995, he served as Senior Vice President
in charge of sales and marketing for MapInfo Corp., a computer software
company.
John G. Taysom was appointed a director of the Company in July 1999. Since
1982, Mr. Taysom has been employed by Reuters and is currently the Managing
Director of Reuters Greenhouse Fund, a venture capital fund. Mr. Taysom is
currently a director of Digimarc Corporation, a marker of electronic anti-
counterfeiting products, and several other privately held companies. Mr.
Taysom received his B.Sc. in economics from Bath University.
Phillip E. White has been a director of the Company since May 1997. Since
August 1997, Mr. White has been President of Marketing Consultants. From
January 1989 to July 1997, Mr. White was the Chief Executive Officer of
Informix Software, Inc., a provider of innovative database products. Mr. White
currently serves on the Board of Directors of Legato Systems, a storage
management software provider, Adaptec and several privately held companies.
Mr. White received his B.A. in business from Illinois Wesleyan University and
his M.B.A. from Illinois State University.
Philip K. Wood has been a director of the Company since its inception. Since
September 1990, Mr. Wood has been employed by Reuters and currently serves as
Deputy Finance Director. Prior to joining Reuters in September 1990, Mr. Wood
was a partner at Price Waterhouse. Mr. Wood is currently a director of
Instinet Corporation and several other subsidiaries of Reuters. Mr. Wood
received his M.A. in physics from Balliol College, Oxford University.
Pursuant to a stockholders agreement among the Company, Reuters and certain
of the Company's other stockholders, Messrs. Atkin, Taysom and Wood were
nominated for election to the Company's Board of Directors by Reuters; Messrs.
Kozel and Listwin were nominated by Cisco; and Messrs. Dalal, Sonsini and
White were nominated by Mr. Ranadive.
Reuters currently has the right under a stockholders agreement to nominate
four of the Company's ten directors so long as it holds 40% or more of the
Company's outstanding shares of voting stock. If Reuters holds less than 40%
but at least 25% of the Company's voting shares, Reuters will have the right
to nominate three directors. If Reuters holds less than 25% but at least 10%
of the Company's voting shares, Reuters will have the right to nominate two
directors. If the total number of the Company's directors is increased and if
Reuters then holds more than 40%, between 25% and 40% or between 10% and 25%
of the Company's outstanding shares of voting stock, Reuters will have the
right to nominate the lowest number of directors such that Reuters-nominated
directors constitute at least one-third, two-ninths or one-ninth of the
Company's Board of Directors, respectively.
4
<PAGE>
Director Compensation
The Company's 1998 Director Option Plan provides for option grants to each
of the Company's directors who is not also an employee as follows: an initial
grant upon first being elected to the board of an option to purchase 150,000
shares of common stock, and an annual automatic grant of 60,000 shares for
each year of service thereafter. In June 1999, the Company granted to Reuters
an option to purchase 450,000 shares of the Company's common stock at an
exercise price of $2.00 per share under the Company's director stock option
plan. Reuters has the right to transfer this option to the Reuters-nominated
directors, currently Messrs. Atkin, Taysom and Wood. Directors do not receive
any cash compensation for serving on the Company's Board of Directors.
Board Meetings and Committees
The Board of Directors held a total of ten meetings (including regularly
scheduled and special meetings) during fiscal 1999 and also took certain
actions by written consent. No incumbent director during the last fiscal year
attended fewer than 75% of the aggregate of (i) the total number of meetings
of the Board of Directors while he served on the board, and (ii) the total
number of meetings held by all committees on which he served, except as
follows: Mr. Listwin, who attended 50% of the meetings; Mr. Dalal, who
attended 70% of the meetings; Mr. Sonsini, who attended 60% of the meetings;
Mr. Kozel who attended 50% of the meetings; Mr. Atkin, who was appointed after
the Company's initial public offering on July 13, 1999, attended none of the
meetings.
The Company's Board of Directors has standing Audit and Compensation
Committees, which assist the Board of Directors in the discharge of its
responsibilities.
The Audit Committee reports to the Company's Board of Directors regarding
the appointment of the Company's independent public accountants, the scope and
fees of prospective annual audits and the results thereof, compliance with the
Company's accounting and financial policies and management's procedures and
policies relative to the adequacy of the Company's internal accounting
controls. Members of the Audit Committee are elected by the board and serve
for one-year terms. The Audit Committee currently consists of Messrs. Wood,
Dalal and Kozel. The Audit Committee held two meetings during fiscal 1999.
The Compensation Committee reviews and approves the annual salary and bonus
for each executive officer consistent with the terms of any applicable
employment arrangements, reviews, approves and recommends terms and conditions
for all employee benefit plans, and administers the Company's stock option
plan. The Stock Option Subcommittee of the Compensation Committee, comprised
Messrs. Dalal and Listwin, reviews and approves stock option grants to
employees and consultants. Pursuant to the amended stockholders agreement,
Reuters has the right to nominate one member of the Company's Compensation
Committee. Members of the Company's Compensation Committee other than the
Reuters representative are appointed by the Board of Directors and serve one-
year terms. The Compensation Committee currently consists of Messrs. Listwin,
Dalal and Wood. The Compensation Committee held five meetings during fiscal
1999.
Required Vote
The ten nominees receiving the highest number of affirmative votes of the
shares present or represented and entitled to be voted for them shall be
elected as directors. Votes withheld from any director are counted for
purposes of determining the presence or absence of a quorum for the
transaction of business, but have no other legal effect under Delaware law.
The proxies cannot be voted for a greater number of persons than ten.
Recommendation: The Board of Directors Recommends That Stockholders Vote
"For" The Re-election of Messrs. Ranadive, Atkin, Dalal, Kozel, Listwin,
Sonsini, Taysom, White and Wood and "For" The Election of Mr. Szulik as
Directors of The Company.
5
<PAGE>
PROPOSAL NO. 2
INCREASE IN NUMBER OF AUTHORIZED SHARES
Proposal
The Company's Certificate of Incorporation currently authorizes the Company
to issue up to 300,000,000 shares of common stock and 25,000,000 shares of
preferred stock. The proposed Amended and Restated Certificate of
Incorporation of the Company authorizes the Company to issue up to
1,200,000,000 shares of common stock and 75,000,000 shares of preferred stock.
As of February 21, 2000, 182,719,869 shares of common stock were outstanding
and an additional 65,962,518 shares were reserved for issuance upon the
exercise of options and awards granted under the Company's stock plans. The
Board of Directors has no immediate plans to issue additional shares of common
stock and preferred stock beyond the number already authorized. However, the
larger number of authorized shares of common stock and preferred stock
provided for in the Company's proposed Amended and Restated Certificate of
Incorporation will provide the Company with increased flexibility to undertake
various types of transactions, including stock splits (in the form of stock
dividends), financings, increases in the number of shares reserved for
issuance pursuant to stock-based employee benefit plans, acquisitions of
technologies or companies, or other corporate transactions not yet determined.
The newly authorized shares of common stock will be available for issuance
without further action by stockholders except as required by law or applicable
requirements of The Nasdaq Stock Market or any successor markets on which the
Company's common stock may be traded.
Required Vote
The affirmative vote of the holders of a majority of the outstanding shares
of common stock is required to approve this proposal. The effect of an
abstention or a broker non-vote is the same as that of a vote against the
proposed increase in the number of authorized shares.
Recommendation: The Board of Directors Recommends That Stockholders Vote
"For" the Proposal to Increase the Number of Authorized Shares of Common
Stock of the Company to 1,200,000,000 and Preferred Stock of the Company to
75,000,000. The Effect of an Abstention or a Broker Non-Vote is the same as
that of a vote Against the Proposal to Increase the Number of Authorized
Shares.
6
<PAGE>
PROPOSAL NO. 3
RATIFICATION OF APPOINTMENT OF INDEPENDENT ACCOUNTANTS
The Board of Directors has selected PricewaterhouseCoopers LLP, independent
accountants, to audit the financial statements of the Company for the fiscal
year ending November 30, 2000. PricewaterhouseCoopers LLP and its predecessor,
Coopers and Lybrand L.L.P., have been the Company's auditors since the Company
was established as a separate entity in January 1997. Representatives of
PricewaterhouseCoopers LLP are expected to attend the Annual Meeting to make a
statement and respond to appropriate questions.
Required Vote
The Board of Directors has conditioned its appointment of the Company's
independent accountants upon the receipt of the affirmative vote by the
holders of a majority of the common stock present in person or represented by
proxy and voting at the Annual Meeting. In the event that the stockholders do
not approve the selection of PricewaterhouseCoopers LLP, the appointment of
the independent accountants will be reconsidered by the Board of Directors.
Recommendation: The Board Of Directors Recommends That Stockholders Vote
"For" The Ratification Of The Appointment Of PricewaterhouseCoopers LLP As
The Company's Independent Accountants.
7
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information with respect to the
beneficial ownership of the common stock of the Company as of November 30,
1999, of:
. each person or entity who is known by the Company to beneficially own
five percent or more of the outstanding shares of its common stock;
. each director of the Company;
. the Company's Chief Executive Officer and the four other most highly
compensated executive officers of the Company who received at least
$100,000 in total compensation in fiscal 1998 and/or fiscal 1999 (the
"Named Executive Officers"); and
. all of the Company's directors and executive officers as a group.
Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission. In computing the number of shares
beneficially owned by a person and the percentage ownership of that person,
shares of common stock subject to options held by that person that are
currently exercisable or exercisable within 60 days of November 30, 1999 are
deemed outstanding.
Such shares, however, are not deemed outstanding for the purpose of
computing the percentage ownership of any other person. In computing the
number of shares beneficially owned by a person, shares of common stock that
are subject to the Company's right of repurchase at the original exercise
price paid per share, or such shares that are subject to exercisable but
unvested options, are not included. Unvested options granted prior to the
Company's initial public offering in July 1999 are immediately exercisable
upon grant, provided that upon the optionee's cessation of service, any
unvested shares are subject to repurchase by us at the original exercise price
paid per share.
The address of each individual listed in the table is TIBCO Software Inc.,
3165 Porter Drive, Palo Alto, CA 94304. The percentages in the table below are
based on 181,214,907 post split shares of the Company's common stock
outstanding as of November 30, 1999. Except as indicated in the footnotes to
this table and pursuant to applicable community property laws, each
stockholder named in the table has had sole voting and investment power with
respect to the shares set forth opposite such stockholder's name.
<TABLE>
<CAPTION>
Shares Beneficially Percentage
Name Owned Ownership
---- ------------------- ----------
<S> <C> <C>
Reuters Group PLC and related entities(1)
85 Fleet Street
London, EC4P 4AJ.............................. 113,301,936 62.5%
Cisco Systems, Inc.
170 West Tasman Drive
San Jose, CA 95134............................ 13,095,000 7.2
Mayfield Fund(2)
2800 Sand Hill Road
Menlo Park, CA 94025.......................... 8,583,948 4.7
Vivek Y. Ranadive(3)........................... 12,474,123 6.5
Paul G. Hansen(4).............................. 456,222 *
Robert P. Stefanski(5)......................... 416,565 *
Richard M. Tavan(6)............................ 542,631 *
Rajesh U. Mashruwala(7)........................ 366,456 *
Douglas M. Atkin............................... -- *
Yogen K. Dalal(8).............................. 8,633,946 4.8
Edward Kozel(9)................................ 13,195,002 7.3
Donald J. Listwin(10).......................... 13,145,001 7.3
Larry W. Sonsini(11)........................... 99,999 *
John G. Taysom................................. -- *
Phillip E. White(12)........................... 527,490 *
Philip K. Wood................................. -- *
All directors and executive officers as a group
(15 persons)(13).............................. 49,777,510 26.9
</TABLE>
8
<PAGE>
- --------
* Less than one percent.
(1) Represents shares held by Reuters Nederland B.V. Includes 14,168,370
shares reserved for sale to employees and consultants of TIBCO Finance
Technology Inc., a wholly-owned subsidiary of Reuters Group PLC
("Reuters") pursuant to the exercise by such employees and consultants of
purchase rights granted or to be granted to them by Reuters. Subsequent
to May 31, 1999, the Company granted Reuters an option to purchase
450,000 shares of its common stock under the Company's 1998 Director
Option Plan. Reuters has agreed to limit its voting power such that the
votes cast by Reuters will not represent more than 49% of the total votes
eligible to be cast in any matter submitted to a vote of the Company's
stockholders.
(2) Includes 8,154,750 shares held by Mayfield IX and 429,198 shares held by
Mayfield Associates Fund III.
(3) Includes 10,939,125 shares subject to options exercisable within 60 days
of November 30, 1999. Excludes 65,000 shares subject to the Company's
right of repurchase and 258,375 shares subject to options that are
unvested but exercisable within 60 days of November 30, 1999.
(4) Includes 346,524 shares subject to options exercisable within 60 days of
November 30, 1999. Excludes 2,019 shares subject to the Company's right
of repurchase and 1,001,421 shares subject to options that are unvested
but exercisable within 60 days of November 30, 1999.
(5) Includes 128,064 shares subject to options exercisable within 60 days of
November 30, 1999. Excludes 383,850 shares subject to options that are
unvested but exercisable within 60 days of November 30, 1999.
(6) Includes 34,134 shares subject to options exercisable within 60 days of
November 30, 1999. Excludes 360,000 shares subject to the Company's right
of repurchase and 112,200 shares subject to options that are unvested but
exercisable within 60 days of November 30, 1999.
(7) Includes 20,834 shares subject to options exercisable within 60 days of
November 30, 1999. Excludes 11,872 shares subject to the Company's right
of repurchase exercisable within 60 days of November 30, 1999.
(8) Includes 50,000 shares subject to options exercisable within 60 days of
November 30, 1999. Also includes 8,154,750 shares held by Mayfield IX and
429,198 shares held by Mayfield Associates Fund III. Mr. Dalal disclaims
beneficial ownership of all shares except to the extent of his pecuniary
interest in the partnerships.
(9) Consists of 99,999 shares subject to options exercisable within 60 days
of November 30, 1999. Also includes 13,095,000 shares held by Cisco
Systems, Inc. Mr. Kozel, one of the Company's directors, is a member of
the Board of Directors of Cisco Systems, Inc. and disclaims beneficial
ownership of all shares held by Cisco Systems, Inc.
(10) Includes 50,000 shares subject to options exercisable within 60 days of
November 30, 1999. Includes 13,095,000 shares held by Cisco Systems, Inc.
Mr. Listwin, one of the Company's directors, is an executive officer of
Cisco Systems, Inc., and disclaims beneficial ownership of all shares
held by Cisco Systems, Inc.
(11) Includes 99,999 shares subject to options exercisable within 60 days of
November 30, 1999.
(12) Includes 205,797 shares subject to options exercisable within 60 days of
November 30, 1999. Excludes 278,688 shares subject to the Company's right
of repurchase and 378,816 shares subject to options that are unvested but
exercisable within 60 days of November 30, 1999.
(13) Includes 12,147,016 shares subject to options exercisable within 60 days
of November 30, 1999. Excludes 1,255,932 shares subject to the Company's
right of repurchase and 2,857,554 shares subject to options that are
unvested but exercisable within 60 days of November 30, 1999.
9
<PAGE>
EXECUTIVE COMPENSATION AND EMPLOYMENT AGREEMENTS
Summary Compensation Table
The following table sets forth information concerning the compensation paid
by the Company to the Named Executive Officers for services rendered to the
Company during the last two fiscal years. Amounts under the "Bonus" column
include bonuses earned during the fiscal year indicated but deferred until a
later year. In determining the amount of bonuses paid to the Named Executive
Officers, the Compensation Committee considered the financial performance of
the Company and the performance of the Named Executive Officers as compared to
the performance of comparable companies and compensation data from such
companies.
<TABLE>
<CAPTION>
Long-Term
Compensation
Annual Compensation Awards
---------------------- ------------
Securities
Name and Principal Underlying All Other
Positions Year Salary Bonus Options Compensation
------------------ ---- ---------- --------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Vivek Y. Ranadive........ 1999 $ 345,833 $ 231,708 -- $ --
President, Chief
Executive Officer and 1998 455,000(1) 200,000 697,500 --
Director
Paul G. Hansen........... 1999 258,333 140,000 112,497 4,818(2)
Executive Vice President
and Chief Financial 1998 88,141(3) 40,000 1,349,997 --
Officer
Rajesh U. Mashruwala..... 1999 217,000 240,000 149,997 --
Executive Vice President
Sales and 1998 213,333 85,000 187,500 --
Marketing
Robert P. Stefanski...... 1999 241,667(4) 140,000 179,997 --
Executive Vice
President, General
Counsel 1998 159,375(5) 75,000 54,000 41,430(6)
and Secretary
Richard M. Tavan......... 1999 231,333 140,000 42,000 --
Executive Vice
President, Engineering
and 1998 234,000 66,000 108,000 --
Operations
</TABLE>
- --------
(1) The Company was reimbursed $226,450 of this amount by Reuters for time Mr.
Ranadive spent working on matters for TFT.
(2) Represents amount reimbursed for executive financial planning services.
(3) Mr. Hansen began his employment with the Company as Executive Vice
President and Chief Financial Officer in July 1998. His annualized salary
in fiscal 1998 was $250,000 per year.
(4) Includes an option to purchase 180,000 shares granted to Mr. Stefanski in
connection with his surrender of an option to purchase 210,000 shares of
the Company's common stock which was granted to him by Reuters under the
TFT stock option plan.
(5) Mr. Stefanski began his employment with the Company as Executive Vice
President and General Counsel in March 1998. His annualized salary in
fiscal 1998 was $225,000 per year.
(6) Represents amount reimbursed for relocation expenses.
10
<PAGE>
Option Grants in Last Fiscal Year
The following table sets forth information as to stock options granted to
the Named Executive Officers during the fiscal year ended November 30, 1999.
These options were granted under the Company's 1996 Stock Option Plan and,
unless otherwise indicated, provide for ratable vesting as to 20% of the
underlying common stock one year after the date of grant, then ratably over a
period of 48 months thereafter. Options were granted at an exercise price
equal to 100% of the fair market value of the Company's common stock on the
date of grant. For options granted prior to the Company's initial public
offering in July 1999, the fair market value of the Company's common stock on
the date of grant was as determined by the Company's Board of Directors. For
options granted after the initial public offering, the fair market value of
the Company's common stock on the date of grant was the closing sales price of
the common stock on the Nasdaq National Market on that date. The amounts under
"Potential Realizable Value at Assumed Annual Rate of Stock Appreciation for
Option Term" represent the hypothetical gains of the options granted based on
assumed annual compound stock appreciation rates of 5% and 10% over the
exercise price per share for the full ten-year term of the options. The
assumed rates of appreciation are mandated by the rules of the Securities and
Exchange Commission and do not represent the Company's estimate or projection
of future common stock prices. The table does not take into account any
appreciation in the price of the Company's common stock from the date of the
Company's initial public offering to the date of the proxy statement.
<TABLE>
<CAPTION>
Potential
Realizable Value
at Assumed Annual
Number of Percent Total Rate of Stock
Securities Options Appreciation for
Underlying Granted to Option Term
Options Employees in Exercise Price Expiration -----------------
Name Granted Fiscal Year Per Share Date 5% 10%
---- ---------- ------------- -------------- ---------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Vivek Y. Ranadive....... -- --% $ -- -- $ -- $ --
Paul G. Hansen.......... 112,497 1.10 2.00 2/15/09 141,498 358,582
Rajesh U. Mashruwala.... 149,997 1.46 2.00 2/15/09 188,665 478,113
Robert P. Stefanski..... 217,497(1) 2.12 2.00 2/15/09 273,565 693,279
Richard M. Tavan........ 42,000 0.41 2.00 2/15/09 52,827 133,874
</TABLE>
- --------
(1) Includes an option to purchase 180,000 shares granted to Mr. Stefanski in
connection with his surrender of an option to purchase 210,000 shares of
the Company's common stock which was granted to him by Reuters under the
TFT stock option plan.
Aggregate Stock Option Exercises in Fiscal 1999 and Fiscal Year-End Values
The following table sets forth information with respect to unexercised
options held by the Named Executive Officers as of November 30, 1999. Amounts
under "Unexercisable" in the table below include unvested options
notwithstanding the fact that they are immediately exercisable upon grant
because unvested shares are subject to repurchase by us at the original
exercise price upon the employee's cessation of service. The amounts under
"Value of Unexercised In-the-Money Options" were calculated by determining the
difference between the exercise price and the price of the Company's common
stock as of November 30, 1999 which was $32.33.
<TABLE>
<CAPTION>
Number of Securities Underlying
Shares Unexercised Options at Value of Unexercised
Acquired on November 30, 1999 In-The-Money Options
Exercise (#) Value ---------------------------------- --------------------------
Name Shares Realized Exercisable Unexercisable Exercisable Unexercisable
---- ----------- ---------- ----------- ---------------- ------------ -------------
<S> <C> <C> <C> <C> <C> <C>
Vivek Y. Ranadive....... 300,000 $ 250,020 10,875,874 271,625 $349,425,052 $ 8,691,104
Paul G. Hansen.......... -- -- 312,767 1,034,344 9,840,682 32,416,383
Rajesh U. Mashruwala.... 862,494 1,070,008 -- -- -- --
Robert P. Stefanski..... 90,000 162,000 178,347 573,150 5,569,765 18,081,141
Richard M. Tavan........ 4,500 12,000 29,700 115,800 950,302 3,635,216
</TABLE>
11
<PAGE>
All of the Company's executive officers are employed at-will. However, Mr.
Ranadive's employment may only be terminated upon 120 days written notice and
Mr. Stefanski's employment may only be terminated upon six months written
notice pursuant to agreements entered into with the Company. Each of the
Company's other executive officers may be terminated without cause or with
cause upon (i) two weeks written notice or (ii) pay equal to two weeks of such
officer's salary in lieu of such notice.
Each of the Company's executive officers is a party to the Company's
standard non-disclosure agreement. Under the non-disclosure agreements, for
one year following their termination, the Company's employees agree not to
solicit any other employee to leave the Company. The employees also agree not
to disclose any confidential information that they obtained during their
employment to any third parties at any time during or subsequent to their
employment. In addition, any inventions, discoveries or improvements created
by the employees during their employment belong to the Company.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
that the Company's executive officers and directors, and persons who own more
than 10% of a registered class of the Company's equity securities, file
reports of ownership and changes in ownership with the Securities and Exchange
Commission (the "SEC"). Executive officers, directors and greater than 10%
stockholders are required by SEC rules to furnish the Company with copies of
all forms they file. Based solely on its review of the copies of such forms
received by the Company and written representations from certain reporting
persons, the Company believes that, during fiscal 1999, all Section 16(a)
filing requirements applicable to its executive officers, directors and 10%
stockholders were satisfied except as follows: Reuters' filings were untimely
for the months of July, August, September, October and November; and Ginger
Kelly's, the Company's Vice President, Corporate Controller and Chief
Accounting Officer, July filing was untimely.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During fiscal 1999, the Compensation Committee of the Company's Board of
Directors included, at various times, the following directors and former
directors: Simon Yencken, Yogen K. Dalal, Donald J. Listwin, Philip K. Wood
and Phillip E. White. Since August 1997, Mr. White has provided consulting
services to the Company. In connection with these consulting services, the
Company paid $219,250 to Mr. White in fiscal 1999. In fiscal 1999, the Company
also granted to Mr. White options to purchase 60,000 shares of common stock
for serving as a director. Mr. Wood is the Deputy Finance Director of Reuters,
the beneficial owner of a majority of the Company's common stock, and Mr. Wood
was nominated for service on the Company's Board of Directors by Reuters.
During fiscal 1999, Mr. Yencken served as an executive officer and director
of TFT, a wholly-owned subsidiary of Reuters, and Mr. Yencken was nominated
for service on the Company's Board of Directors by Reuters. The Company
entered into an amended license, maintenance and distribution agreement with
Reuters and TFT in May 1999. Revenue from Reuters and TFT under the license,
maintenance and distribution agreement, consisting primarily of product fees
on sales by TFT of the Company's products to financial services companies, was
$14.3 million in fiscal 1999.
The license agreement prohibits the Company from using the technology the
Company licenses from Reuters to create products which contain functionality
or features specifically designed for use by financial services companies, or
to assist third parties in doing so. Financial services companies include
entities engaged in commercial banking, investment banking, insurance and
other financial services. Further, subject to the exceptions described below,
the license agreement prevents the Company from selling products and services
based on the technology the Company licenses from Reuters directly to
financial services companies and certain principal competitors of Reuters, and
from providing consulting or other services related to such products directly
to such companies.
12
<PAGE>
Reuters, through TFT, is the preferred distributor of the Company's products
in the financial services market, and the Company has agreed not to appoint
any other third party reseller to sell the Company's products principally in
this market. In addition, for a term of five years commencing on May 28, 1999,
Reuters and TFT have the exclusive right to distribute the Company's products
to customers in the financial services market segment, subject to exceptions.
During this exclusivity period, and subject to exceptions, the Company is
prevented from providing any products or consulting services to financial
services companies. When Reuters or TFT sell licenses to and maintenance
contracts for the Company's products, they must pay the Company 40% of their
revenue from such sales, except with respect to products embedded in Reuters
or TFT products. However, if Reuters or TFT sell licenses to and maintenance
contracts for the Company's products through an unaffiliated third-party, then
they must pay the Company 50% of their revenue from such sales. The Company
believes that the product fees paid by Reuters and TFT to the Company reflect
commercially reasonable terms.
Reuters and TFT must pay the Company minimum guaranteed product fees of $18
million payable in calendar 2000 and $20 million payable in calendar 2001. On
an annual basis beginning in 2002, Reuters may elect to extend the payment of
minimum guarantees on an annual basis with minimum guarantees of at least $20
million in each of 2002 and 2003 and at least 110% of the prior year's minimum
guaranteed product fees in each year thereafter. If Reuters does not extend
the payment of minimum guarantees, the restrictions against the Company's
direct sales to financial services customers will be removed with respect to
the Company's non-financial software products that are sold as an off-the-
shelf, stand-alone product pursuant to an industry standard shrink wrap or
click wrap license and that are intended by the Company to be used by the end-
user without the requirement for additional customization, or consulting
services, which the Company calls commodity products, and the product fee rate
Reuters and TFT must pay will decrease to 35%.
If the license agreement is materially breached by the Company, or if the
financial services market restrictions or exclusive distribution terms are
determined to be invalid by a court, or if after the expiration of the
Company's exclusive distribution relationship with Reuters and TFT the Company
sells products or provides services directly to companies in the financial
services market, Reuters and TFT may elect to cease paying minimum guaranteed
product fees and the product fee rates paid to the Company by Reuters and TFT
will decrease to 30%. In addition, in the event the Company materially
breaches the license agreement, the Company thereafter will be prohibited from
selling or distributing to financial services companies commodity products,
or, after the expiration of the five-year exclusive distribution relationship
with Reuters and TFT, commodity products that are based on the technology the
Company licenses from Reuters, even though Reuters and TFT no longer pay the
Company minimum guaranteed product fees.
The Company has agreed to provide maintenance and support to Reuters and TFT
for their customers that acquire the Company's products and have purchased
maintenance. Reuters and TFT must pay the Company a fee for maintenance of the
Company's products at the same rate they pay on sales of the Company's
products. So long as Reuters and TFT are required to pay the Company a minimum
guarantee, the Company must maintain, at no charge to Reuters or TFT, at least
ten full-time employees for maintenance, marketing and technical support for
the Company's products sold by Reuters and TFT. The terms of the License
Agreement were the result of negotiations among Reuters, TFT and the Company,
and were approved by a majority of the Company's Board of Directors, including
a majority of the Company's independent and disinterested directors.
In addition, TFT provided the Company with operating and administrative
services for a transition period since the Company's initial public offering.
The Company recorded expenses of $2.3 million in fiscal 1999 for
administrative and various other services provided to the Company by TFT. In
addition, the Company incurred rent expense of $1.0 million in fiscal 1999
relating to the Company's sub-lease of office space from TFT and the Company's
rental of certain furniture and fixtures from TFT. The Company believes that
the terms of the intercompany services provided by TFT during fiscal 1999 were
on terms no less favorable to the Company than the Company could have
negotiated with an unaffiliated third party.
13
<PAGE>
The Company has from time to time entered into arrangements with TFT
regarding the sharing of employees on various customer projects. For services
the Company provided to TFT under these arrangements, the Company recognized
revenue of approximately $306,919 in fiscal 1999. For services TFT provided to
the Company under these arrangements, the Company recorded expenses of
approximately $2.3 million in fiscal 1999.
Mr. Listwin is Executive Vice President of Cisco Systems, Inc. ("Cisco"). In
March 1999, the Company granted Cisco a license to embed its TIB/Rendezvous
product and multicasting technology in its Internetworking Operating System
and Cisco Networking Services for Active Directory, or CNS/AD, products in
exchange for a license fee of $1.5 million, plus ongoing maintenance fees of
$405,000, annually. In November 1999, the Company granted Cisco an expanded
license to embed its TIB/Rendezvous and TIB/Hawk products in all of Cisco's
products. This expanded license was granted in exchange for an additional
license fee of $2.8 million plus ongoing annual maintenance fees of $390,000
during the first year and $450,000 per year each year thereafter during which
Cisco purchases maintenance and ongoing service fees on a time and materials
basis. The terms of this transaction were the result of arm's-length
negotiations between Cisco and the Company, and were approved by a majority of
the Company's Board of Directors, including a majority of its independent and
disinterested directors. The Company believes that the terms of the technology
licensing agreement with Cisco are no less favorable to it than could have
been negotiated with an unaffiliated third party.
REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS
The Company's executive compensation program is designed to align
stockholder interests with business strategy, Company values and management
initiatives. It is based on the following four principles: (i) to link the
interests of management with those of stockholders by making a substantial
portion of executive compensation depend upon the Company's financial
performance and by encouraging stock ownership in the Company, (ii) to attract
and retain superior executives by providing them with the opportunity to earn
total compensation packages that are among the most competitive in the
industry, (iii) to reward individual results by recognizing performance
through salary, annual cash incentive and long-term incentives and (iv) to
manage compensation based on the level of skill, knowledge, effort and
responsibility needed to perform the job successfully.
The executive compensation guidelines of the Compensation Committee were
developed to combine competitive levels of compensation and rewards for
superior performance and to align relative compensation with the achievements
of essential corporate goals, satisfaction of customers, and maximization of
stockholder value. The Compensation Committee believes that stock option
grants to management are beneficial in aligning management and stockholder
interests, and consequently increasing stockholder value.
A position evaluation program establishes grade levels among all positions
reflecting the importance and value of each position to the Company. A
position's grade level determines a range of values within which the
executive's compensation is administered.
Executive officers' compensation includes: annual cash compensation
(consisting of base salary and annual incentive awards paid in cash) and long-
term incentive awards, as well as additional features which are available to
most other employees of the Company, including a 401(k) plan, medical, life
insurance, and an employee stock purchase plan, some of which allocate
payments generally based on an individual's level of annual cash compensation.
Benefits under these general plans are indirectly tied to TIBCO's performance.
The cornerstone of the Company's compensation program is to pay for
performance. In addition to base salary, all major elements of the Company's
executive compensation programs vary directly with both corporate and
individual performance. As part of that, the Committee sets aggressive
performance targets for its executives. Executives have substantial portions
of their compensation at risk for annual and long-term performance, with the
largest portion at risk for the most senior executives.
14
<PAGE>
Annual Cash Compensation
Amounts paid as base salary, including merit salary increases, are
determined by the executive's performance, placement in the salary range
established for the executive's position and the salaries offered in the
industry for comparable positions. Salaries for the Company's executive
officers are determined primarily on the basis of the executive officer's
responsibility, general salary practices of peer companies and the executive's
individual qualifications and experience. The base salaries are reviewed
annually and may be adjusted by the Compensation Committee in accordance with
certain criteria which include individual performance, the functions performed
by the executive officer, the scope of the executive officer's on-going
duties, general changes in the compensation peer group in which the Company
competes for executive talent, and the Company's financial performance
generally. The weight given each such factor by the Compensation Committee may
vary with each individual . Outside independent consultants are periodically
used to gather and analyze industry comparisons of salary data to ensure that
the salary ranges used in the compensation program are competitive for
comparable positions. The Committee monitors and approves changes in base
salary for senior executive officers (including the executive officers named
in the Summary Compensation Table).
The Compensation Committee believes that a cash incentive bonus plan can
serve to motivate the Company's executive officers and management to address
annual performance goals, using more immediate measures for performance than
those reflected in the appreciation in value of stock options. The bonus
amounts are based upon recommendations by management and a subjective
consideration of factors including such officer's level of responsibility,
individual performance, contributions to the Company's success and the
Company's financial performance generally. The Committee sets and approves the
formulas which establish the amounts available for annual incentive awards.
For 1999, incentive awards paid to most executive officers were primarily
determined by applying the provisions of the TIBCO Executive Incentive Plan
(1999). This plan's formula measures the Company's performance as measured by
revenue growth. Each year the Committee approves goals for the Incentive Plan
based on the Company's strategy and the outlook for business conditions that
year. After the close of business each year, the formula takes into account
how well the Company performed against its goals.
Amounts actually paid for annual incentive awards to executives are based on
the executive's individual performance and salary. Awards are approved by the
Committee based upon recommendations by management after year end. It is the
Company's intent to place a greater proportion of the executive's annual cash
compensation at risk through the variable amounts available for an annual
incentive award.
Long-Term Incentive Awards
Long-term incentive awards are made under the 1996 Stock Option Plan (the
"Plan"). The Plan, which is administered by the Committee, is an omnibus plan
and provides stock based awards to eligible employees which include most
employees as well as the Company's executive officers.
Stock option awards are based on guidelines that provide for larger awards
commensurate with position levels that reflect competitive grant practices
within a broad peer group of companies in the software, e-commerce and
internet industries. Because of the direct relationship between the value of
an option and the stock price, the Compensation Committee believes that
options motivate executive officers to manage the Company in a manner that is
consistent with stockholder interests. Stock option grants are intended to
focus the attention of the recipient on the Company's long-term performance
which the Company believes results in improved stockholder value, and to
retain the services of the executive officers in a competitive job market by
providing significant long-term earnings potential. To achieve this goal,
stock options typically vest and become fully exercisable over a four-year
period. The principal factors considered in granting stock options to officers
of the Company are prior performance, level of responsibility, other
compensation and the executive officer's ability to influence the Company's
long-term growth and profitability. The stock option plan does not provide any
quantitative method for weighting these factors, and a decision to grant an
award is primarily based upon a subjective evaluation of the past as well as
future anticipated performance.
15
<PAGE>
Section 162(m) of the Internal Revenue Code ("IRC") disallows a deduction by
the Company for compensation exceeding $1.0 million paid to certain executive
officers, excluding, among other things, performance based compensation.
Because the compensation paid to the executive officers has not approached the
limitation, the Compensation Committee has not had to use any of the available
exemptions from the deduction limit. The Compensation Committee remains aware
of the IRC section 162(m) limitations, and the available exemptions, and will
address the issue of deductibility when and if circumstances warrant the use of
such exemptions.
COMPENSATION COMMITTEE OF THE
BOARD OF DIRECTORS
Yogen K. Dalal
Donald J. Listwin
Philip K. Wood
16
<PAGE>
STOCK PERFORMANCE GRAPH
The following graph compares the cumulative total return to stockholders on
the Company's common stock with the cumulative total return of the Nasdaq Stock
Market--U.S. Index and the Internet Stock Index. The graph assumes that $100
was invested on July 13, 1999 (the date of the Company's initial public
offering) in the Company's common stock, the Nasdaq Stock Market--U.S. Index
and the Internet Stock Index, including reinvestment of dividends. No cash
dividends have been declared or paid on the Company's common stock. Note that
historic stock price performance is not necessarily indicative of future stock
price performance.
[GRAPH]
<TABLE>
DATE TIBCO NASDAQ ISDEX
- ----------------------------------------
<S> <C> <C> <C>
7/13/1999 $100.00 $100.00 $100.00
7/22/1999 $198.33 $ 96.62 $ 90.50
8/02/1999 $171.67 $ 94.44 $ 81.38
8/11/1999 $145.00 $ 92.32 $ 76.74
8/20/1999 $150.83 $ 95.32 $ 85.94
8/31/1999 $180.83 $ 98.60 $ 88.54
9/10/1999 $226.67 $102.66 $ 93.86
9/21/1999 $218.33 $103.88 $ 89.35
9/30/1999 $200.63 $ 98.85 $ 95.62
10/11/1999 $243.33 $104.96 $106.30
10/20/1999 $226.46 $100.36 $ 99.79
10/29/1999 $260.00 $106.82 $102.05
11/09/1999 $486.67 $113.60 $110.72
11/18/1999 $710.00 $121.27 $123.37
11/30/1999 $646.67 $120.08 $122.54
</TABLE>
17
<PAGE>
Other Matters
The Board of Directors knows of no other matters that will be presented for
consideration at the Annual Meeting. If any other matters are properly brought
before the meeting, it is the intention of the persons named in the
accompanying proxy to vote on such matters in accordance with their best
judgement.
By Order of the Board of Directors
/s/ Robert P. Stefanski
Robert P. Stefanski
Secretary
March 10, 2000
18
<PAGE>
1858-CE-00
<PAGE>
- -------------------- ------------------
Vote by Telephone Vote by Internet
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It's fast, convenient, and immediate! It's fast, convenient, and your vote is
Call Toll-Free on a Touch-Tone Phone immediately confirmed and posted.
1-877-PRX-VOTE (1-877-779-8683).
Follow these four easy steps: Follow these four easy steps:
1. Read the accompanying Proxy 1. Read the accompanying Proxy
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2. Call the toll-free number 2. Go to the Website
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3. Enter your 14-digit Voter Control 3. Enter your 14-digit Voter Control
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Call 1-877-PRX-VOTE anytime! Go to http:/www.eproxyvote.com/tibx
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[1858-TIBCO SOFTWARE INC.] [FILE NAME: TS150A.ELX] [VERSION - 2] [03/02/00]
[orig.03/01/00]
DETACH HERE
[X] Please mark
vote as in
this example.
A vote FOR the following proposals is recommended by the Board of Directors.
<TABLE>
<S> <C>
1. To re-elect nine directors, and elect one new director, to serve until TIBCO
Software's next annual meeting of stockholders or until their successors are
duly elected and qualified. FOR AGAINST ABSTAIN
Current Directors: (01) Vivek Y. Ranadive. (02) Douglas M. Atkin, (03) Yogen K. 2. Proposal to amend TIBCO [_] [_] [_]
----------------- Software's Certificate of
Dalal, (04) Edward R. Kozel, (05) Donald J. Listwin, (06) Larry W. Sonsini, Incorporation to increase
(07) John G. Taysom, (08) Phillip E. White, (09) Philip K. Wood the number of authorized
New Director: (10) Matthew J. Szulik shares of common stock to
----------- 1,200,000,000 and
FOR WITHHELD preferred stock to
ALL [_] [_] FROM ALL 75,000.000.
NOMINEES NOMINEES
FOR AGAINST ABSTAIN
3. Proposal to ratify the [_] [_] [_]
[_] ______________________________________
For all nominees except as noted above appointment of
PricewaterhouseCoopers
LLP as Independent
accountants of the
Company for the fiscal
year ending November
30, 2000.
In their discretion, the Proxies are authorized
to vote or otherwise represent the shares on any
and all such other business which may properly
come before the meeting or any adjournment
thereof.
MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT
[_]
Please sign exactly as your name appears on your
stock certificate. If the stock is held by joint
tenants or as community property, both should
sign. Executors, administrators, trustees,
guardians, attorneys and corporate officers
should insert their titles.
Signature: _________________________________ Date: ________________ Signature: _______________________________ Date: _______________
</TABLE>
<PAGE>
PROXY
TIBCO SOFTWARE INC.
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned stockholder of TIBCO Software Inc., a Delaware corporation,
hereby acknowledges receipt of the Notice of Annual Meeting of Stockholders and
Proxy Statement, each dated March 10, 2000, and hereby appoints Vivek Y.
Ranadive and Paul G. Hansen, and each of them, proxies, with full power of
substitution, to represent the undersigned and to vote as designated on the
reverse side, all shares of common stock to TIBCO Software Inc. that the
undersigned is entitled to vote at the Special Meeting of Stockholders of TIBCO
Software Inc. to be held April 12, 2000 at 10:00 a.m., local time, at the
headquarters of TIBCO Software Inc. located at 3165 Porter Drive, Palo Alto, CA
94304, and at any adjournment thereof.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS SPECIFIED. IF NO
SPECIFICATION IS INDICATED, THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED
FOR EACH OF THE PROPOSALS ON THE REVERSE SIDE HEREOF AND FOR SUCH OTHER MATTERS
AS MAY PROPERLY COME BEFORE THE MEETING AS THE PROXIES DEEM ADVISABLE.
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SEE REVERSE CONTINUED AND TO BE SIGNED ON REVERSE SIDE SEE REVERSE
SIDE SIDE
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