<PAGE>
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
[x] Definitive Proxy Statement
WM. WRIGLEY JR. COMPANY
(Name of Registrant as Specified In Its Charter)
Wm. M. Piet
(Name of Person(s) Filing Proxy Statement)
[x] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or
14a-6(i)(3)
<PAGE>
Wm. WRIGLEY Jr. Company
Wrigley Building 410 N. Michigan Avenue Chicago, Illinois 60611
NOTICE OF ANNUAL MEETING
To the Stockholders:
The Annual Meeting of the Stockholders of the Wm. Wrigley Jr.
Company, a Delaware corporation, will be held in the Wrigley
Building, 410 N. Michigan Avenue, Chicago, Illinois, on Tuesday,
March 8, 1994, at 9:00 a.m., Central Standard Time, for the
following purposes:
1. To elect the full board of nine directors for the ensuing
year;
2. To ratify the appointment of independent auditors for the
year ending December 31, 1994; and
3. To transact such other business as may properly come
before the meeting and any adjournments thereof.
Stockholders of record at the close of business on January 14,
1994 are entitled to vote at the meeting and any adjournments
thereof.
Your copy of the Annual Report of the Wm. Wrigley Jr.
Company and wholly-owned associated companies for 1993 is enclosed.
You can help your Company to prepare for the meeting by
marking, signing and dating the accompanying proxy and returning it
as soon as possible. For your convenience, a return envelope is
enclosed with postage paid if mailed in the United States or
Canada.
By Authorization of the Board of Directors,
Wm. M. Piet, Secretary
Chicago, February 8, 1994
YOUR VOTE IS IMPORTANT. WHETHER YOU OWN ONE SHARE OR MANY, YOUR
PROMPT COOPERATION IN SENDING IN YOUR SIGNED PROXY WILL BE GREATLY
APPRECIATED BY YOUR COMPANY.
<PAGE>
Proxy Statement for
Annual Meeting of Stockholders of
WM. WRIGLEY JR. COMPANY
To Be Held on March 8, 1994
TABLE OF CONTENTS
Page
General 1
Proposal 1 -- Election of Directors 2
Security Ownership of Directors and Executive Officers 4
Security Ownership of Certain Beneficial Owners 6
Meetings and Committees of the Board 7
Compensation of Directors 7
Proposal 2 -- The Appointment of Ernst & Young as Independent
Auditors 8
Executive Compensation 9
Compensation Committee Report on Executive Compensation 9
Five-Year Total Stockholder Return Index 13
Summary Compensation Table 14
Stock Options and Stock Appreciation Rights 15
Pension Plan 16
Compensation Committee Interlocks and Insider Participation 17
Related Transactions 17
Compliance with Section 16(a) of the Exchange Act 17
Stockholder Proposals for 1995 Annual Meeting 18
Other Business 18
<PAGE>
PROXY STATEMENT
FOR
MARCH 8, 1994 ANNUAL MEETING
GENERAL
SOLICITATION OF PROXIES. The accompanying proxy is solicited
by and on behalf of the Board of Directors of the Wm. Wrigley Jr.
Company in connection with the Annual Meeting of Stockholders to be
held on Tuesday, March 8, 1994, and at any adjournments thereof.
The principal executive offices of the Company are located in the
Wrigley Building, 410 North Michigan Avenue, Chicago, Illinois
60611. This proxy statement and the enclosed form of proxy are
being mailed to stockholders on or about February 8, 1994, together
with a copy of the Company's Annual Report for the fiscal year
ended December 31, 1993.
COSTS OF SOLICITATION. The costs of this solicitation of
proxies will be borne by the Company. In addition to the use of
the mails, certain directors, officers or employees of the Company
may solicit proxies by telephone, telegram, cable or personal
contact. Upon request, the Company will reimburse brokers,
dealers, banks and trustees, or their nominees, for reasonable
expenses incurred by them in forwarding proxy material to
beneficial owners of shares of stock.
OUTSTANDING VOTING SHARES. Stockholders of record at the
close of business on January 14, 1994, will be entitled to vote at
the meeting. Outstanding and entitled to vote, as of January 14,
1994, were 90,615,004 shares of Common Stock and 25,785,485 shares
of Class B Common Stock. The Company's Restated Certificate of
Incorporation does not permit cumulative voting. Each share of
Common Stock is entitled to one vote, and each share of Class B
Common Stock is entitled to ten votes on each matter.
Shares of both classes of stock will vote together as a single
class with respect to the election of directors and ratification of
appointment of independent auditors. According to the Company's
by-laws, the election of the nominees for director and the
ratification of the appointment of independent auditors require the
affirmative vote of a majority of the votes entitled to be cast by
holders of shares represented at the meeting in person or by proxy.
Votes may be cast by a stockholder in favor of the nominees or
withheld. Similarly, votes may be cast by a stockholder in favor
or against ratification of appointment of independent auditors or
a stockholder may elect to abstain. Since votes withheld and
abstentions will be counted for quorum purposes and are deemed to
be present for purposes of the respective proposals, they will have
the same effect as a negative vote.
Broker non-votes, if any, while counted for general quorum
purposes, are not deemed to be present with respect to any matter
for which a broker does not have authority to vote. Accordingly,
broker non-votes will not have an effect on the outcome of the
election of directors, the ratification of the appointment of
independent auditors or any other matter which may be presented at
the meeting.
VOTING YOUR PROXY. Proxies in the accompanying form, properly
executed and received by the Company prior to the meeting and not
revoked, will be voted as directed therein. In the absence of
direction from the stockholder, proxies will be voted FOR the
election of all nominees for directorship and FOR the ratification
of the appointment of the independent auditors. You may revoke
your proxy by giving written notice of revocation to the Secretary
of the Company at any time before it is voted, by submitting a
later-dated proxy or by attending the meeting and voting your
shares in person.
<PAGE>
PROPOSAL 1
ELECTION OF DIRECTORS
The annual election of the full Board of Directors will take
place at the meeting. As recommended by the Nominating Committee
and approved by the full Board at its meeting of January 31, 1994,
the size of the Board was increased, pursuant to Section 3.2 of the
Company's By-Laws, from nine to eleven members to serve until the
next annual meeting. Mr. Gary E. Gardner and Ms. Penny Pritzker
were then elected to the Board to fill the new directorships.
Mr. Joseph H. Flom, a Director of the Company since 1977, and
Mr. Irving Seaman, Jr., a Director of the Company since 1971, are
to retire from the Board effective with the March 8 Shareholders
meeting, both having reached the mandatory retirement age of 70
established by resolution of the Board of Directors adopted on
October 27, 1982. Given the effect of the retirements, the Board
of Directors also approved at its January 31 meeting the
recommendation of the Nominating Committee that nine directors be
elected for the ensuing year at the March 8, 1994 Annual Meeting.
Each of the nine nominees, if elected, will serve on the Board
of Directors until the next annual meeting or until their
successors shall be duly elected and qualified in accordance with
the By-Laws of the Corporation. All nominees are presently members
of the Board.
If any of the nine nominees should become unable to accept
election, the persons named in the proxy as members of the proxy
committee may vote for such other person or persons as may be
designated by the Board of Directors or the proxy committee.
Management has no reason to believe that any of the nine nominees
named below will be unable to serve.
Approval of the nominees for election to the Board of
Directors will require the affirmative vote of a majority of the
votes entitled to be cast by the holders of the outstanding shares
of Common Stock and Class B Common Stock represented at the meeting
in person or by proxy, voting together as one class.
Charles F. Allison III
Mr. Allison, 65, a Director of the Company since 1980,
has been Senior Vice President of Booz, Allen & Hamilton,
Inc., New York, New York, a management consulting firm,
since 1977, and a member of the firm since 1958.
Committee Memberships: Audit; Compensation.
Mr. Allison replaced Irving Seaman, Jr. as Chairman of
the Audit Committee on January 31, 1994.
Lee Phillip Bell
Mrs. Bell, 65, a Director of the Company since 1981, has
been President and a Director of Bell-Phillip Television
Productions, Inc. since 1980.
Committee Memberships: Audit; Nominating (Chairman).
<PAGE>
Robert P. Billingsley
Mr. Billingsley, 66, a Director of the Company since
1977, retired on November 30, 1993 from WLD Enterprises,
Inc., Ft. Lauderdale, Florida, which provides financial
and investment administration services, where he had been
Executive Vice President, since 1987.
Committee Memberships: Compensation; Nominating.
Mr. Billingsley replaced Joseph H. Flom as Chairman of
the Compensation Committee on January 31, 1994.
R. Darrell Ewers
Mr. Ewers, 60, a Director of the Company since 1988, has
been Executive Vice President of the Company since 1984
and was elected a Director of Wallace Computer Services,
Inc. in January, 1993.
Gary E. Gardner
Mr. Gardner, 39, a Director of the Company since
January 31, has been a Director and the President of Soft
Sheen Products, Inc., international manufacturer of
ethnic personal care, and health and beauty aid products,
since 1983. He was elected to the Board of Directors of
First Brands Corporation in January, 1994 and is also a
member of the Board of Trustees of Northwestern
University and a member of the Advisory Board of the
Kellogg School of Management.
Committee Memberships: Appointed to the Audit Committee
on January 31, 1994.
Penny Sue Pritzker
Ms. Pritzker, 34, a Director of the Company since
January 31, has been a partner of Pritzker & Pritzker
since 1985. Since 1987, she has been President of
Classic Residence by Hyatt, an affiliate of Hyatt
Corporation which develops and manages senior living
communities. Also, she is President of Penguin Group
L.P., which acquires and develops non-Hyatt hotel real
estate for the Pritzker family. In 1990, she became a
Director of Coast-to-Coast Financial Corporation, the
parent of Superior Savings Bank, of which bank she has
been Chairman of the Board since 1991. Additionally, she
serves on the Boards of several non-profit organizations,
including WTTW Public Television, Chicago.
Committee Memberships: Appointed to the Audit Committee
on January 31, 1994.
<PAGE>
Richard K. Smucker
Mr. Smucker, 45, a Director of the Company since 1988, is
President and a Director of The J.M. Smucker Company,
Orrville, Ohio, positions he has held since 1987 and
1975, respectively. Mr. Smucker has been a Director of
The Sherwin-Williams Company, Cleveland, Ohio, since
1991.
Committee Memberships: Audit; Nominating.
William Wrigley
Mr. Wrigley, 61, a Director of the Company since 1960,
was elected President and Chief Executive Officer of the
Company in 1961. In addition, Mr. Wrigley has been a
Director of Boulevard Bancorp, Inc. since 1986, a
Director of Texaco Inc. since 1974 and a Director of
American Home Products Corporation since 1981.
Ex-Officio, non-voting member of all Committees.
William Wrigley, Jr.
Mr. Wrigley, 30, a Director of the Company since 1988,
has been Vice President of the Company since 1991 and was
Assistant to the President from 1985 to 1992. He has
been a Director of The J.M. Smucker Company, Orrville,
Ohio, since 1991. William Wrigley, Jr. is the son of
William Wrigley.
Security Ownership of Directors and Executive Officers
The table on the next page sets forth all shares of the
Company which are deemed to be beneficially held by each director
and nominee for directorship, the Chief Executive Officer and the
next four most highly compensated executive officers, and by all
directors and executive officers as a group.
<PAGE>
<TABLE>
Shares Beneficially Owned as of January 14, 1994(1)
Amount and Nature of Beneficial Ownership
<CAPTION>
Class B
Common Stock* Common Stock
Name Shares % of Class Shares % of Class
<S> <C> <C> <C> <C>
Charles F. Allison III 18,595(2) .021 6,648(2) .026
Lee Phillip Bell 47,356(3) .052 8,562 .033
Robert P. Billingsley 6,000 .007 -0- .000
R. Darrell Ewers 82,955(4) .092 12,965 .050
Joseph H. Flom** 20,447(5) .023 2,400(5) .009
Gary E. Gardner 100(6) .000 -0- .000
Penny Sue Pritzker 200 .000 -0- .000
Irving Seaman, Jr.** 19,728 .022 9,864 .038
Richard K. Smucker 3,370 .004 -0- .000
William Wrigley 22,600,990(7) 24.942 13,055,068(7) 50.631
William Wrigley, Jr. 11,696 .013 3,492 .014
John F. Bard 9,202 .010 -0- .000
Douglas S. Barrie 66,941(4) .074 1,701 .007
Ronald O. Cox 76,027(4) .084 6,796 .026
All directors and
executive officers
as a group,
including 17
officers not
named above. 23,100,804(4)(8) 25.493 13,129,099(8) 50.917
</TABLE>
(1) Included in shares "beneficially owned" are shares held
directly or in joint tenancy with another person, shares held
in trust, by broker, bank or nominee, or by other indirect
means, and over which shares the named individual or member of
the group has sole or shared voting and/or investment
authority. Unless otherwise noted, each individual or member
of the group has sole voting and investment authority with
respect to the shares shown.
(2) Includes 8,123 shares of Common Stock and 3,048 shares of
Class B Common stock over which Mr. Allison has shared voting
and investment authority.
(3) Includes 6,000 shares of Common Stock held by the Bell Family
Foundation, over which shares Mrs. Bell has shared investment
and voting control.
(4) Includes shares of Common Stock which on January 17, 1994, or
within 60 days thereof, are subject to exercisable options
granted under the Company's Management Incentive Plan, as
follows: Douglas S. Barrie, 36,000 shares; Ronald O. Cox,
36,000 shares; R. Darrell Ewers, 24,000 shares; and all
directors and executive officers as a group, 96,000 shares.
(5) Includes 2,400 shares of each class of stock held in a trust
as to which Mr. Flom disclaims beneficial interest.
(6) All shares are held jointly with his wife.
(7) Includes 21,747,671 shares of Common Stock and 11,737,560
shares of Class B Common Stock held by various trusts, a
corporation and a foundation. Mr. Wrigley has sole voting and
investment authority over the shares listed with the exception
of 2,114,592 shares of Common Stock and 1,057,296 shares of
Class B Common Stock over which Mr. Wrigley has shared
investment authority. His wife holds directly, with sole
voting and investment authority, 9,668 shares of Common Stock
and 1,992 shares of Class B Common Stock. Of the total shares
shown for Mr. Wrigley, he disclaims any beneficial interest in
9,832,327 shares of Common Stock and 4,941,494 shares of
Class B Common Stock.
(8) Includes 2,140,560 shares of Common Stock and 851,132 shares
of Class B Common Stock over which members of the group share
voting and/or investment authority.
* Shares of Class B Common Stock are at all times convertible
into shares of Common Stock on a share-for-share basis.
Assuming an individual, or the group, converts the shares of
Class B Common Stock held by such individual or group into
shares of Common Stock, the percentage of Common Stock owned
beneficially by Mr. William Wrigley would be 34.39%, and
34.92% for all executive officers and directors as a group.
No other individual named or member of the group would own
beneficially more than 0.10% of the Common Stock as the result
of such conversion.
** Not standing for reelection to the Board due to retirement.
<PAGE>
Security Ownership of Certain Beneficial Owners
As of January 14, 1994, the Company's records and other
information made available by outside sources indicated that the
following stockholders were owners of more than five percent of the
outstanding shares of the Company's Common Stock or Class B Common
Stock.
<TABLE>
Shares Beneficially Owned as of January 14, 1994
Amount and Nature of Beneficial Ownership
<CAPTION>
Class B
Name and Common Stock* Common Stock
Business Address Shares % of Class Shares % of Class
<S> <C> <C> <C> <C>
Edna Jean Offield,
James S. Offield and
Paxson H. Offield(1)
410 N. Michigan Avenue
Chicago, Illinois 60611 7,457,212 8.230 3,410,427 13.226
William Wrigley(2)
410 N. Michigan Avenue
Chicago, Illinois 60611 22,600,990 24.942 13,055,068 50.631
</TABLE>
Due to their substantial stock holdings, the Offield family
and Mr. Wrigley may each be deemed a "control person" of the
Company under applicable regulations of the Securities and Exchange
Commission. James and Paxson Offield are the sons of Edna Jean
Offield.
(1) Of the shares listed, Edna Jean Offield has sole voting and
investment authority over 96,120 shares of Common Stock; James
S. Offield has sole voting and investment authority over
25,596 shares of Common Stock and 81,066 shares of Class B
Common Stock; and Paxson H. Offield has sole voting and
investment authority over 20,998 shares of Common Stock and
75,999 shares of Class B Common Stock. Also, of the shares
listed, Edna Jean Offield, James S. Offield and Paxson
H. Offield share voting and investment authority over
4,239,478 shares of Common Stock held in various family trusts
and by a charitable foundation and 2,326,032 shares of Class B
Common Stock held in various family trusts; Edna Jean Offield
and James S. Offield share voting and investment authority
over 274,196 shares of Common Stock held in various family
trusts and 226,848 shares of Class B Common Stock held in
various family trusts; and Edna Jean Offield shares with other
parties voting and investment authority over 2,190,900 shares
of Common Stock and 1,310,394 shares of Class B Common Stock
held in various family trusts. Of their total shareholdings,
Edna Jean Offield disclaims beneficial ownership of
4,526,077 shares of Common Stock held in the trusts and by the
foundation and 2,538,674 shares of Class B Common Stock held
in the trusts; James S. Offield disclaims beneficial ownership
of 4,333,777 shares of Common Stock held in the trusts and by
the foundation and 1,415,664 shares of Class B Common Stock
held in the trusts; and Paxson H. Offield disclaims beneficial
ownership of 4,073,757 shares of Common Stock held in the
trusts and by the foundation and 1,214,904 shares of Class B
Common Stock held in the trusts.
(2) See footnotes (1) and (7) on page 5. Includes 119,313 shares
of Common Stock and 41,554 shares of Class B Common Stock held
in the Special Investment and Savings Plan for Wrigley
Employees, for which Putnam Fiduciary Trust Company serves as
Trustee.
* Shares and percent of class indicated for Common Stock do not
reflect the shares of Common Stock that could be acquired upon
the conversion of the shares of Class B Common Stock into
shares of Common Stock on a share-for-share basis. In such
event, the percentage of Common Stock beneficially owned, as
determined in accordance with SEC Rule 13d-3 and assuming such
conversions, would be 11.56% for the Offield Family and 34.39%
for William Wrigley.
In addition to the above listed shareholders, Putnam Fiduciary
Trust Company holds 4,125,928 shares (4.55%) of Common Stock and
1,016,061 shares (3.94%) of Class B Common Stock as Trustee (the
"Trustee") under the Special Investment and Savings Plan for
Wrigley Employees. The Trustee must vote the shares in the Plan as
directed by proxies submitted by Plan participants. The Trustee
may vote shares for which participants do not return proxies.
<PAGE>
Meetings and Committees of the Board
The Board of Directors has three standing Committees: the
Audit Committee, established in 1974; the Nominating Committee,
established in 1981; and the Compensation Committee, established in
1978. In addition to the various non-employee directors who
comprise the membership of these Committees, the President and CEO
is a non-voting, ex-officio member of each Committee.
Audit Committee. This Committee, comprised of four
non-employee directors who are "independent directors" as
defined by the rules and regulations of the New York Stock
Exchange, met three times in 1993. It annually recommends to
the Board the appointment of independent auditors and reviews
with the auditors the plan and scope of their audit and their
fees; assures that proper guidelines are established for the
dissemination of financial information; meets periodically
with the independent and internal auditors, the Board of
Directors and certain officers of the parent and associated
companies to ensure the adequacy of reporting and internal
controls; reviews consolidated financial statements; and
performs any other duties or functions deemed appropriate by
the Board.
Nominating Committee. This Committee, comprised of three
non-employee directors who are "independent directors" as
defined in the Company's by-laws, met three times in 1993. It
meets when necessary to consider and propose director nominees
for election at the Annual Stockholders' Meeting, to select
candidates to fill Board vacancies as they may occur, to make
recommendations to the full Board as to Board committee
memberships and to perform any other functions or duties
deemed appropriate by the Board.
The Nominating Committee will accept for consideration
stockholders' nominations of directors if made in writing.
The nominee's written consent to the nomination and sufficient
background information on the candidate must be included to
enable the Committee to make proper judgments as to his or her
qualifications. Nominations should be addressed to the
Chairman of the Nominating Committee at the Company's
headquarters and must be received no later than October 7,
1994 in order to be considered for the next annual election of
directors.
Compensation Committee. This Committee, consisting of
four non-employee directors, met seven times in 1993. It
annually sets the base salary, incentive compensation and any
other compensation of the Chairman of the Board, if any, and
of the President. It also determines annually whether or not
an Executive Incentive Compensation Plan should be established
for that year and, if so, recommends a plan to the full Board
for adoption. The Committee is also responsible for setting
and administering the terms and policies of the Company's
Management Incentive Plan and for reviewing and submitting
recommendations to the full Board in regard to employee
benefit plans generally.
During 1993, there were five meetings of the Board of
Directors. All directors attended at least 75% of the meetings of
the Board and of the committees of which they were members.
Compensation of Directors
Directors who are employees of the Company receive no fee for
Board meetings attended. Non-employee directors receive a fee of
$900 per Board meeting attended, plus expenses, and an annual
retainer of $20,000, paid in quarterly installments. Members of
all Committees of the Board receive a fee of $750 per meeting
attended, plus expenses. Additionally, the Chairmen of the Audit
and Compensation Committees receive annual retainers of $3,500
each, and the Chairman of the Nominating Committee receives an
annual retainer of $3,000, all paid in quarterly installments.
Under the Deferred Compensation Plan for Non-Employee
Directors established in 1983, those participating may elect to
defer receipt of fees and retainers, and such deferred amounts are
paid, with certain exceptions, at the earlier of age 70 or
retirement, at which time the deferred account may be paid in a
lump-sum or in ten annual installments. Deferred amounts accrue
interest, compounded annually, at the average rate paid in the
guaranteed income or equivalent fund of the Company's Special
Investment and Savings Plan for Wrigley Employees, which rate was
6.72% for 1993. With the exception of Mr. Flom who had reached the
deferred income cap provided by the Plan, all non-employee
directors elected to defer all or a portion of their fees and
retainers in 1993.
<PAGE>
The Stock Retirement Plan for Non-Employee Directors provides
each non-employee director on the first business day of each year
(a) 120 Common Stock Units for each year of service on the Board
(less each year for which credit has previously been given) and
(b) six Common Stock Units for each one hundred dollars of director
and committee chairman retainer fees paid in the prior fiscal year.
The Plan further provides that dividend equivalents, which are
equal to any dividends paid on the Company's Common Stock, will
also be credited to the non-employee directors, which dividend
equivalents are then converted into additional Common Stock Units.
One share of Common Stock will be issued for each Common Stock Unit
credited to such director upon cessation of directorship. Pursuant
to the terms of the Plan, six non-employee directors have been
credited with an aggregate of 8,520 Common Stock Units, exclusive
of dividend equivalents, in the year ended December 31, 1993.
The Company provides the non-employee directors with group
term life and accidental death insurance coverage in the amount of
$50,000. The Company also maintains a Non-Employee Directors'
Death Benefit Plan pursuant to which a director's beneficiary
receives a $250,000 lump sum benefit if death occurs after the
directorship terminates, or $25,000 per year for ten years if death
occurs prior to termination. To participate in the Plan, a
director must agree to contribute $600 per year for a maximum of
ten years. The Company maintains life insurance policies to fund
the cost of the Plan. All non-employee directors participate in
this Plan. The annual costs incurred by the Company for these
insurance policies are insignificant.
<PAGE>
PROPOSAL 2
THE APPOINTMENT OF ERNST & YOUNG
AS INDEPENDENT AUDITORS
At its meeting of November 1, 1993, the Audit Committee
recommended the appointment of Ernst & Young as independent
auditors for the year ending December 31, 1994. At a meeting of
the Board of Directors on January 31, 1994, the directors accepted
the recommendation of the Audit Committee and appointed Ernst &
Young, subject to ratification by the stockholders, to examine the
1994 consolidated financial statements of the Company.
Accordingly, the stockholders will be asked to ratify such
appointment at the Annual Meeting by the affirmative vote of a
majority of the votes entitled to be cast by the holders of the
outstanding shares of Common Stock and Class B Common Stock
represented at the meeting in person or by proxy, voting together
as one class.
Ernst & Young follows a practice of rotating the audit partner
in charge of the Company's audits every seven years. Audit
personnel reporting to the partner are periodically rotated. Such
practices are consistent with professional standards of the
American Institute of Certified Public Accountants and the policy
established by the Audit Committee of the Board of Directors of the
Company.
In line with past practices, it is expected that
representatives of the independent auditors will attend the Annual
Stockholders' Meeting, and be available to make a statement or
respond to appropriate questions.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE FOR THE
APPOINTMENT OF ERNST & YOUNG AS INDEPENDENT AUDITORS.
<PAGE>
EXECUTIVE COMPENSATION
Compensation Committee Report on Executive Compensation
The Compensation Committee of the Board of Directors (the
"Committee"), composed of four non-employee directors, is
responsible for establishing the base salary of the Company's
President and CEO and for setting and administering the terms and
policies of the Company's Executive Incentive Compensation Plan
("EICP") and the Management Incentive Plan ("MIP").
Mr. William Wrigley, President and CEO, is an ex-officio,
non-voting member of all Board Committees. Unless requested by the
Compensation Committee, he is not present during deliberations of
his base salary or any incentive compensation.
Compensation Principles
The Committee believes that the most effective executive
compensation program is one which provides incentives to achieve
both current and longer-term strategic management goals of the
Company, with the ultimate objective of enhancing stockholder
value. In this regard, the Committee believes executive
compensation should be comprised of cash and equity-based programs
which reward performance as measured against Company-specific
annual and long-term goals. Additionally, the Committee recognizes
that the Company operates in a competitive environment and that
both performance and compensation should be evaluated in comparison
to industry peers. With respect to equity-based compensation, an
integral part of the Company's compensation program, in particular
the Management Incentive Plan, is the ownership and retention of
the Company's Common Stock by key employees. This assures that
these executives have a meaningful stake in the Company, the
ultimate value of which is dependent on the Company's continued
long-term success, and that the interests of the executives are
thereby aligned with those of the stockholders.
The Company's annual cash compensation opportunities are
structured to encourage initiative, achievement and teamwork. The
annual compensation mix provides for competitive base salaries as
well as the ability to receive additional cash compensation for
performance as measured by specific goals.
Base Salaries
The Company's by-laws require the Committee to establish the
base salary of the President and CEO. The base salaries of the
Company's next four highest paid senior executive officers are
determined by the President and CEO. The same principles are
applied in setting the base salaries of the CEO, all other
officers, and all administrative employees to ensure that salaries
are fairly and competitively established. Any cash and/or
equity-based incentive compensation of the officers or
administrative employees is determined pursuant to the terms of the
incentive plans described on pages 10 through 13, which plans are
administered by the Compensation Committee.
Base salary ranges are determined for each position: (a) by
the knowledge and problem-solving ability required to
satisfactorily fulfill the position's assigned duties and
responsibilities, its accountability and its impact on the
operations and profitability of the Company and (b) by comparison
to survey data from a broad base of twenty-six consumer goods
companies obtained by an independent management consulting firm,
including five of the 15 companies in the S & P Food Group index
used in the Total Stockholder Return Index on page 13.
From the independent survey data, base salary ranges are
established each year for the CEO and all other executive and
administrative positions within the Company. These ranges are
consistent with the pay practices identified in the survey data and
are designed so that salary opportunities for a given position will
be between 80% and 120% of the average base salaries paid to
comparable positions as indicated in the survey data. Within these
established ranges, actual base salary determinations are made
periodically in accordance with the guidelines of the Company's
established performance review system. Fully competent performance
will result in a base salary approximating the mid-point of the
range, outstanding performance merits a salary near the top end of
the established range, and undistinguished performance results in
below-
average compensation.
<PAGE>
Annually, the Compensation Committee receives an analysis from
the Company's Personnel Department on all aspects of the CEO's
remuneration, and the relationship of the CEO's compensation to the
comparative survey data. During its review, the Committee
primarily considers the Company's overall performance (unit sales,
earnings growth and total stockholder return), adherence to the
Company's strategic plan, the development of sound management
practices and the succession of skilled personnel. No weighting is
assigned to these factors; they are considered to have the same
relative importance.
In accordance with the Compensation Committee's established
procedure and policies noted above, the Committee considered a base
salary increase for the CEO at its meeting of March 4, 1993. The
CEO however, requested that the Committee consider his viewpoint to
limit any proposed increase in his base salary. The Committee
acknowledged the CEO's point of view and limited his base salary
increase to 10.1% even though his performance warranted a greater
increase, and this increased annual base salary of $475,000,
effective April 1, 1993, was below the survey data's average salary
for similar positions and company size as measured by revenues. In
the two prior annual reviews of the CEO's salary, the CEO took the
position that his overall compensation was fair and adequate and
declined any increase in his base salary.
Executive Incentive Compensation Plan
Each year an Executive Incentive Compensation Plan ("EICP") is
considered prior to the beginning of the new fiscal year and, if
recommended by the Compensation Committee, is submitted to the
Board of Directors for adoption, along with a recommendation of
those key employees eligible for participation. The Compensation
Committee administers the Plan with respect to all participants.
The EICP is designed to encourage initiative and creativity in
the achievement of annual corporate, personal and unit goals and to
foster effective teamwork. It also enables the Company, without
inflating base salaries, to retain highly skilled managers and
competitively reward them with performance-measured cash
compensation.
The EICP adopted for 1993 has various incentive levels based
on the participant's accountability and impact on Company
operations, with target award opportunities ranging from 20% to 60%
of base salary. Awards, based on outstanding performance which
significantly exceeds established target criteria, can be as high
as 150% of the target incentive level. Depending on a
participant's incentive level, a maximum award could be the
equivalent of 30% to 90% of base salary.
All participants, except the CEO, are assigned weightings for
various performance elements consisting of at least one or more
operational and/or personal goals which will vary from year to year
and are unique to each individual participant, and for teamwork
effectiveness. Weights for these elements are based on the
individual's accountability and impact on overall operations and,
if assigned, will vary from 20-70% of target for one or more
operational goals, 20-50% of target for one or more personal goals
and 10% for team effectiveness. For certain participants,
including the senior executive officers, a corporate performance
element is also included, which can range from 20-50% of target.
In rating the performance of the CEO, the Committee considers his
overall effectiveness in guiding the affairs of the Company as
evaluated primarily by corporate performance for the year and by
progress toward longer-range objectives and strategies.
Under the 1993 Plan, the corporate performance element
consisted of an increased unit volume goal with a relative weight
of 25% and an increased earnings per share goal with a relative
weight of 75% of the total element. Although not weighted, the
Committee also considers as part of the corporate performance
element two additional goals of pre-tax cost savings and adherence
to the corporate strategy statement. Any awards to be made under
the Plan for performance in 1993 will be determined and granted by
the Committee in mid-February, 1994 and will be reported in the
Company's next proxy statement. The performance elements and
relative weightings for the 1993 Plan were identical with those of
the 1992 Plan. Under the Plan adopted for 1992, it was determined
on February 17, 1993 that performance exceeded the targets for both
elements, and the awards are shown for the CEO and the next four
highest paid executive officers in the Summary Compensation Table
on page 14 as 1992 compensation.
<PAGE>
A Plan for 1994 performance was adopted by the Board of
Directors at its meeting of November 1, 1993. Any awards under
that Plan will be determined and paid in mid-February, 1995.
Management Incentive Plan
The Management Incentive Plan ("MIP"), administered by the
Compensation Committee, is an omnibus plan designed primarily to
provide key employees with the opportunity to participate in the
long-term growth and profitability of the Company through
equity-based incentives. This equity participation ensures that
their focus continues to be on the long-term success of the
Company.
The MIP allows the Compensation Committee the flexibility to
develop various types of programs to compensate key personnel and
increase their proprietary interest in the Company in the form of
shares of the Company's Common Stock, share units, stock options,
stock appreciation rights, performance units, or any combination
thereof, as well as money credits, and to establish any conditions
or restrictions thereon, as may be determined appropriate by the
Committee.
At various times since its inception in 1988 through 1993, the
MIP has encompassed a total of six different compensation programs;
stock grants in 1993 for performance in the prior fiscal year were
made under two award programs, and a deferral program was also in
place. Awards to be granted in 1994 for fiscal year 1993
performance will be made under these same programs plus a Long-Term
Stock Grant Program. The deferral program will also be available.
These programs are more fully described below:
Long-Term Stock Grant Program. At its meeting of
January 13, 1993, the Compensation Committee established the
Long-Term Stock Grant Program under the MIP. This Program
provides an opportunity for executive officers and certain
other designated participants to increase their stake in the
Company by earning grants of Common Stock for corporate
performance. The basis for determining corporate performance
is the increased level of total stockholder return (stock
price appreciation plus reinvested dividends) achieved for the
Company's Common Stock over specific five-year performance
periods measured against performances of the Standard & Poor's
Food Group Index.
The Program is designed to provide participants with
target stock grant opportunities ranging from 20% to 60% of
base salary in value depending on the participant's
accountability and impact on operations. Actual awards can be
below or exceed the established targets and, if earned, may
range from 50% to 150% of established targets.
The determination of such awards will be based on the
performance ratio of the Company's total stockholder return in
comparison to the Standard & Poor's Food Group total
stockholder return within the period specified by the
Committee. Target awards are earned if the Company's total
stockholder return equals the Standard & Poor's Food Group
total stockholder return for the same period. The Committee
has further stipulated that the aggregate value of shares
awarded to all participants for a specific period is
restricted to no more than nine-tenths of one percent (0.9%)
of the Company's average annual growth in total stockholder
value during any such specific period.
Any shares distributed under this Program will be held in
the Company's custody and restricted as to transfer or sale
for a period of one year from the date of distribution, except
in cases of approved retirement, disability or death, but
voting and dividend rights inure to the recipient upon award.
The first awards for actual performance under the Long-Term
Stock Grant Program are not calculable as of the latest
practicable date. They will be determined by the Compensation
Committee at its meeting in mid-February 1994 and any awards
made for the five-year grant cycle ending December 31, 1993,
will be reported in the next proxy statement.
Stock Award Program. This Program provides equity-based
compensation to the EICP participants in the form of a stock
grant. The grants are comparable in value to the present
value of 1.5% of the participant's average EICP award received
for the prior three years multiplied by his or her years of
service. All awards of stock are made annually at the fair
market value at the time of the grant. A portion of the value
of the award may be withheld or paid in cash in an amount not
to exceed the tax liability to which the award may be subject.
<PAGE>
Participants may vote the shares awarded and receive or
reinvest dividends thereon, but the shares are retained in the
Company's custody and are subject to a restriction on sale or
transfer until one year after termination of employment,
unless due to death or approved retirement.
Awards granted to the CEO and to the next four highest
compensated executives on February 17, 1993 for fiscal year
1992 services appear in the table on page 14. Awards for
services in 1993 are not calculable as of the latest
practicable date and will be determined and made in
mid-February 1994, and reported in the next proxy statement.
Alternate Investment and Savings Program. This Program
provides EICP participants with an opportunity to acquire
shares of the Company's Common Stock in a manner similar to
that provided through matching Company contributions to
participants in the Company's qualified Special Investment and
Savings Plan ("SISP"), which is offered to all employees. Due
to IRS regulations governing qualified plans, maximum
participant and Company matching deposits, limits on elective
deferrals through Section 401(k) of the Internal Revenue Code,
and excise taxes imposed on lump sum distributions above
certain amounts, EICP participants do not participate in the
SISP. Instead they participate in the Alternate Investment
and Savings Program ("AISP"), a non-qualified plan.
AISP participants receive a benefit equal to 5% of their
base salary. They may elect to receive this in the form of
shares of Common Stock or as share units credited to a
deferral account at the equivalent of the fair market value of
the stock at the close of business on the fifth business day
following December 31 of the benefit year. Participants
electing to receive shares may vote such shares and receive or
reinvest dividends thereon. Shares awarded are retained in
the custody of the Company and restricted as to sale or
transfer until retirement or one year following termination of
employment. Share units deposited in a deferral account have
no voting rights, and the dividend equivalents paid thereon
are converted to additional share units at the fair market
value of the stock at the time of the dividend payment.
AISP awards for 1993 services were made on January 10,
1994 and are reflected in column (e) of the table on page 14.
Executive Incentive Compensation Deferral Program. EICP
participants may elect to defer up to 50% of any entitled EICP
award and to deposit such funds into a deferral account under
this Program. Such deposits may be credited to the
participant's deferral account as share units and/or money
credits. Share units are credited to the account at the fair
market value of the Company's Common Stock at the time of the
EICP award and earn dividend equivalents proportionate to the
dividends declared on the Company's Common Stock, which
equivalents are converted into additional share units at the
fair market value of the stock at the time of the dividend
payment. Money credits, expressed in units of a dollar and
deposited into such deferral accounts, earn interest which
currently is at the same rate as that credited to monies in
the guaranteed income or an equivalent fund of the Company's
Special Investment and Savings Plan. This rate was 6.72%
during 1993.
Stock Option and Stock Grant Programs. The Compensation
Committee had also implemented a 1988 Stock Option Program and
a 1988 Stock Grant Program. Under the 1988 Stock Option
Program, options to acquire an aggregate of 240,000 shares of
the Company's Common Stock were granted on August 27, 1988 to
six senior executive officers. The exercise price of $11.208
is equal to the fair market value of the stock on the day
prior to the date of grant, and the options are to be
exercised within ten years of August 27, 1988. In tandem with
the stock options, stock appreciation rights were granted to
provide funds necessary to exercise the options or pay tax
liabilities. No further options have been or will be granted
under this particular option program. No options were
exercised in 1993.
Under the 1988 Stock Grant Program, the Committee
authorized the grant of an aggregate of 120,000 shares to the
same six senior executive officers if certain performance
goals were achieved within a five-year performance cycle. The
goals related to increases in profits from operations,
earnings per share and unit volume. As a result of
outstanding corporate performance, the goals were achieved and
the shares were awarded in 1990 and 1991. No further grants
have been or will be made under this particular stock grant
program. The Compensation Committee may, however, implement
further stock options or stock grant programs under the MIP as
it may deem appropriate and in the Company's best interest.
<PAGE>
In establishing executive compensation programs in the future,
the Committee will continue to focus not only on total stockholder
return, but also on specific corporate goals designed to promote
the overall financial success of the Company, such as earnings per
share and unit volume growth, which in turn are expected to improve
the return on stockholder equity and support the market price for
the Company's common stock.
$1 Million Compensation Deduction Cap
During 1994, the Compensation Committee will conduct a
comprehensive review of the issues involved with respect to
maintaining or not maintaining executive compensation within the
recently enacted $1 million deduction cap of Internal Revenue Code
Section 162. Factors, such as retaining highly-skilled managers,
remaining competitive with other employers and the effects of
deferred compensation on the deduction cap will all be subject to
evaluation by the Compensation Committee in determining any policy
in this regard.
In 1993, the Compensation Committee consisted of the following
directors:
Joseph H. Flom, Chairman
Charles F. Allison III
Robert P. Billingsley
Irving Seaman, Jr.
William Wrigley (Ex-Officio,
Non-Voting Member)
Five-Year Total Stockholder Return
The following indexed graph indicates the Company's total
return to its stockholders for the past five years as compared to
total return for the Standard & Poor's 500 Composite Index and the
Standard & Poor's Food Group Index, assuming a common starting
point of 100. Total stockholder return for the Company as well as
for the Indexes are determined by adding (a) the cumulative amount
of dividends for a given year (assuming dividend reinvestment), and
(b) the difference between the share price at the beginning and at
the end of the year, the sum of which is then divided by the share
price at the beginning of such year.
[Graphic material filed under Schedule SE dated February 4, 1994]
<PAGE>
Summary Compensation Table
The following table sets forth the total cash and non-cash
compensation in each of the last three years for the Company's
Chief Executive Officer and the next four most highly compensated
executive officers.
<TABLE>
Summary Compensation Table
<CAPTION>
Long Term
Compensation
Annual Compensation(1) Awards Payouts
(a) (b) (c) (d) (e) (f) (g)
Restricted
Name and Stock LTIP All Other
Principal Award(s) Payouts Compensation
Position Year Salary($) Bonus($)(2) ($)(3) ($)(4) ($)(5)
<S> <C> <C> <C> <C> <C> <C>
William Wrigley 1993 $463,750 -- $ 45,717* -- $ 9,219
President & CEO 1992 430,000 $322,500 112,593 -- 6,860
1991 430,000 268,750 132,470 $292,500 6,860
John F. Bard 1993 245,000 -- 18,317* -- 10,582
Senior Vice President 1992 227,000 150,955 11,350 -- 7,273
1991 210,000 124,530 10,500 -- 4,975
Douglas S. Barrie 1993 299,416 -- 33,227* -- 35,089
Group Vice President-- 1992 272,333 178,650 32,787 -- 18,049
International 1991 254,083 148,893 31,092 175,500 14,489
Ronald O. Cox 1993 257,666 -- 30,337* -- 15,189
Group Vice President-- 1992 244,666 155,853 27,924 -- 8,225
Marketing 1991 230,000 133,400 33,390 175,500 6,000
R. Darrell Ewers 1993 351,500 -- 45,017* -- 56,596
Executive Vice 1992 334,833 224,003 47,627 -- 27,062
President 1991 313,750 187,309 48,727 234,000 22,080
</TABLE>
(1) While each of the five named individuals received perquisites
or other personal benefits in the years shown, the value of
these benefits did not meet, in the aggregate for any
individual, the minimum amount reportable under SEC
regulations.
(2) These amounts are the cash awards to the named individuals
under the Executive Incentive Compensation Plan (including any
amounts deferred pursuant to the terms of the Executive
Incentive Compensation Deferral Program). Amounts shown
received for 1991 and 1992 performance were determined and
paid in 1992 and 1993, respectively. Awards to be paid for
1993 performance are not calculable as of the latest
practicable date and will be determined and paid in
mid-February 1994, and reported in the next proxy statement.
(3) Represents the fair market value on the day prior to the grant
of restricted shares of Common Stock (prior to any deduction
for income tax withholding) awarded under the Stock Award
Program in the year shown for services rendered in the prior
year, and the fair market value of restricted shares of Common
Stock or share units awarded under the Alternate Investment
and Savings Program for services rendered in the year shown.
The aggregate number and dollar value of restricted shares
awarded (net of any shares which may have been withheld for
tax purposes) under the Stock Award Program and the Alternate
Investment and Savings Program from inception of the Programs
in 1983 and 1988, respectively, and held at December 31, 1993
are as follows: William Wrigley, 126,220 shares ($5,569,308);
John F. Bard, 9,202 shares and 1,056 share units ($452,766);
Douglas S. Barrie, 11,437 shares ($505,086); Ronald O. Cox,
14,993 shares ($661,958); and R. Darrell Ewers, 14,597 shares
and 4,442 share units ($840,650). All restricted shares or
share units vest upon award and are entitled to dividends or
dividend equivalents at the same rate as dividends paid on
unrestricted shares of the Company's Common Stock.
<PAGE>
(4) Represents the value of awards made under the 1988 Stock Grant
Program in the year shown for achievement of target
performance goals in the prior year. All shares authorized to
be awarded under this Program were awarded prior to 1992.
(5) Includes the value of corporate-paid life insurance premiums
under the Senior Executive Life Insurance Plan and that
portion of the interest earned during the year on sums
accumulated since 1984 in deferred compensation accounts which
interest was in excess of certain long-term rates prescribed
by the Internal Revenue Code.
For the last completed fiscal year, the value of
corporate-paid life insurance premiums and above-market-rate
interest earnings on accumulated deferred compensation
accounts were, respectively, as follows for each named
executive officer: William Wrigley, $6,860 and $2,359; John
F. Bard, $4,975 and $5,607; Douglas S. Barrie, $6,221 and
$28,867; Ronald O. Cox, $3,391 and $11,798; and R. Darrell
Ewers, $6,561 and $50,035.
* The figures in column (e) do not include any awards to be made
under the Long-Term Stock Grant Program for the transitional
five-year performance cycle ending December 31, 1993, as
established at the time the Program was adopted in January,
1993, for Company performance since 1989 as indicated in the
Total Stockholder Return Index on page 13. These awards are
not calculable as of the latest practicable date; they will be
determined by the Compensation Committee in mid-February, 1994
and reported in the Company's next proxy statement.
Stock Options and Stock Appreciation Rights
The Company has not granted any stock options or stock
appreciation rights since August 27, 1988. At that time, options
to acquire a total of 240,000 shares of Common Stock were granted
under the 1988 Stock Option Program to six senior executive
officers with an exercise price of $11.208 per share, the fair
market value of the stock on the day prior to the grant date. The
options have a ten-year term and were granted in tandem with stock
appreciation rights (SARs) intended to provide funds necessary to
exercise the options and pay tax liabilities. The grant of these
options constitute 100% of all options and SARs granted to all
employees.
No options were exercised in 1993. The following table sets
forth the number of options/SARs and the dollar value of such
unexercised options at year end for the Company's Chief Executive
Officer and the next four most highly compensated executive
officers.
<TABLE>
Aggregated Option/SAR Exercises in Last Fiscal Year and FY-End Option/SAR Values
<CAPTION>
Value of
Number of Unexercised
Unexercised In-the-Money
Options/SARs Option/SARs
at FY-End(#) at FY-End($)
Underlying Exercisable/
Options/SARs Value Exercisable/ Unexer-
Name Exercised(#) Realized($) Unexercisable* cisable*
<S> <C> <C> <C> <C>
William Wrigley -- -- -- --
John F. Bard -- -- -- --
Douglas S. Barrie -- -- 36,000 $1,185,012
Ronald O. Cox -- -- 36,000 1,185,012
R. Darrell Ewers -- -- 24,000 790,008
</TABLE>
* All outstanding options are fully exercisable.
(1) William Wrigley exercised his options prior to January 1,
1993.
(2) John F. Bard was not eligible for any stock options under the
1988 Program.
<PAGE>
Long-Term Stock Grant Program
The following table reflects threshold, target and maximum
stock grant opportunities under the Long-Term Stock Grant Program
for the five-year performance cycle of January 1, 1993 through
December 31, 1997.
<TABLE>
Long-Term Incentive Plans -- Awards in Last Fiscal Year
<CAPTION>
Estimated Future Payouts under
Non-Stock Price-Based Plans*
(a) (b)* (c) (d) (e) (f)
Performance
or Other
Period
Number of Until
Shares, Units Maturation
or Other or Threshold Target Maximum
Name Rights(#) Payout ($ or #) ($ or #) ($ or #)
<S> <C> <C> <C> <C> <C>
William Wrigley 1993-1997 3,670 7,340 11,010
John F. Bard 1993-1997 1,615 3,230 4,845
Douglas S. Barrie 1993-1997 1,935 3,870 5,805
Ronald O. Cox 1993-1997 1,740 3,480 5,220
R. Darrell Ewers 1993-1997 2,380 4,760 7,140
</TABLE>
* Award opportunities are based on improved stockholder return
(stock price appreciation plus reinvested dividends) as
measured against the Standard & Poor's Food Group Index for
the same period. The aggregate value of awards to all
participants for the performance cycle is restricted to a cap
of 0.9% of the Company's average annual growth in total
stockholder value during such period. The material terms of
the Program are described on page 11.
Pension Plan
The Wrigley Retirement Plan is a qualified, defined benefit,
non-contributory pension plan covering substantially all employees
of the parent and domestic associated companies with one or more
years of service with the Company, and with credited service
accruing from the date of employment.
The retirement benefit formula is based on the final average
eligible pay for the three highest consecutive years in the last
ten years before retirement at the rate of 1.5% of such three-year
average pay multiplied by the years of credited service, less 1% of
the annual primary Social Security benefit multiplied by the years
of credited service since January 1, 1976.
The table below illustrates various estimated annual pension
benefits generated by the Plan formula when combined with an
estimated annual Social Security benefit of $14,000.
<TABLE>
Eligible Years of Service
Remuneration 15 20 25 30 35
<S> <C> <C> <C> <C> <C>
$150,000 45,650 56,200 66,750 72,300 87,850
200,000 56,900 71,200 85,500 99,800 114,100
225,000 62,525 78,700 94,875 111,050 127,225
250,000 68,150 86,200 104,250 122,300 140,350
300,000 79,400 101,200 123,000 144,800 166,600
400,000 101,900 131,200 160,500 189,800 219,100
500,000 124,400 161,200 198,000 234,800 271,600
600,000 146,900 191,200 235,500 279,800 324,100
</TABLE>
Officers and other employees who are on the administrative
payroll are covered in the Company's Retirement Plan only for base
salary. Current base salary figures of the Chief Executive Officer
and the next four most highly compensated executive officers of the
Company are set forth in column (c) in the Summary Compensation
Table on page 14. The credited years of service as of December 31,
1993 for each such executive officer are as follows: William
Wrigley-37; John F. Bard-3; Douglas S. Barrie-11; Ronald O. Cox-15;
and R. Darrell Ewers-15.
<PAGE>
To the extent that an individual's annual retirement income
benefit under the Plan exceeds the limitations imposed by the
Internal Revenue Code of 1986, as amended, and the regulations
thereunder (including, among others, the limitation that annual
benefits paid under qualified plans may not exceed $115,641), such
excess benefits may be paid from the Company's non-qualified,
unfunded, non-contributory supplemental retirement plan.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During 1993, the members of the Compensation Committee were
Joseph H. Flom, Charles F. Allison III, Robert P. Billingsley and
Irving Seaman, Jr. and William Wrigley, ex-officio, non voting
member. Mr. Flom, who was Chairman of the Compensation Committee of
the Board of Directors until January 31, 1994, is a partner in the
New York City law firm of Skadden, Arps, Slate, Meagher and Flom,
which firm rendered legal services to the Company in 1993. By
reason of his position as a partner of the law firm, according to
SEC regulations, Mr. Flom is considered to have had an indirect
material interest in any such transactions between the Company and
the law firm. Mr. Flom, however, is considered a "disinterested
director" under SEC Rule 16b-3.
Mr. William Wrigley, President and CEO of the Company, is an
ex-officio member of all Committees of the Board, including the
Compensation Committee, but is not entitled to vote on any matter
considered by the respective Committees. Mr. Wrigley attends
Compensation Committee meetings, except when asked by the Committee
to excuse himself.
RELATED TRANSACTIONS
On August 24, 1992, pursuant to an unsolicited offer received
by the Company from the Offield Family Foundation ("Foundation"),
the Company entered into an agreement to purchase 600,000 shares of
the Company's Common Stock held by the Foundation. The agreement
provided that the Company purchase the shares for cash in four
equal increments of 150,000 shares each as of the last business day
of the third and fourth calendar quarters of 1992 and the first and
second calendar quarters of 1993. The purchase price per share
which the Company paid to the Foundation on each such date was the
average of the closing prices of the Company's Common Stock on the
New York Stock Exchange during each respective quarter. The first
and second increments of 150,000 shares were purchased on
October 1, 1992 and January 4, 1993 at prices of $30.23 and $35.27,
respectively. The third and fourth increments were purchased on
April 1, 1993 and July 1, 1993 at prices of $31.95 and $33.29,
respectively. Shares repurchased by the Company under this
agreement were retired and resumed the status of authorized but
unissued shares.
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
The Company's executive officers, directors and 10%
stockholders are required under the Securities Exchange Act of 1934
to file reports of ownership and changes in ownership with the
Securities and Exchange Commission and the New York and Midwest
Stock Exchanges. Copies of these reports must also be furnished to
the Company.
Based solely on a review of copies of such reports furnished
to the Company through the date hereof, or written representations
that no reports were required, the Company believes that during
1993 all filing requirements applicable to its executive officers,
directors and 10% holders were complied with, except for one report
covering one transaction which was filed late by Mr. Martin
Geraghty, Senior Vice President -- Manufacturing; one report
covering two transactions which was filed late by Mr. Philip
Hamilton, Vice President -- International; one report covering one
transaction which was filed late by Mr. Stefan Pfander, Vice
President -- International; one late filing by Mr. Christafor
Sundstrom, Vice President--Corporate Development, reporting on an
acquisition under the Uniform Gift to Minors Act for each of his
four children; and one late filing by Mrs. Lee Phillip Bell, a
Director, relating to four transactions, one of which was a gift to
a family foundation and two of which were stock splits on such
gifted shares. Also, the initial report on Form 3 filing on behalf
of the Wrigley Offield Trust A, required as a result of the partial
funding of that trust on August 12 and 25, 1993 by transfers from
the Wrigley Offield Parent Trust of shares of Class B Common Stock
and Common Stock of the Company, was delayed as a result of late
notification of such funding. These transfers did not, however,
result in a change of beneficial ownership as defined by Section 13
of the Securities Exchange Act of 1934 and the regulations
promulgated thereunder.
<PAGE>
STOCKHOLDER PROPOSALS FOR 1995 ANNUAL MEETING
If any stockholder intends to present a proposal to be
considered for action at the 1995 Annual Meeting, the proposal must
be in proper form and received by the Secretary of the Company on
or before October 7, 1994 for review and consideration for
inclusion in the proxy statement and form of proxy relating to that
meeting.
OTHER BUSINESS
The Company's management does not know of any other matter to
be presented for action at the meeting. If any other matter should
be properly presented at the meeting however, it is the intention
of the persons named in the accompanying proxy to vote said proxy
in accordance with their best judgment.
Wm. M. Piet, Secretary
Chicago, February 8, 1994
<PAGE>
(Proxy for Stockholders of Record)
(FRONT)
Wm. WRIGLEY Jr. Company PROXY FORM
Control Number: Mark votes X
COMMON:
CLASS B:
FOR* WITHHELD
1. Election of
Directors.
(see reverse)
*For all nominee(s), except vote withheld
from the following:
FOR AGAINST ABSTAIN
2. Appointment
of Auditors.
(see reverse)
In their discretion, the proxies are authorized to vote
upon such other matters as may properly come before the
meeting.
Change of
Address
(see reverse)
SIGNATURE DATE , 1994
SIGNATURE DATE , 1994
Note: Please sign exactly as your name appears on
this form. Joint owners should each sign personally.
Corporation proxies should be signed by an authorized
officers. Executors, administrators, trustees, etc.
should so indicate when signing.
<PAGE>
(BACK)
Wm. WRIGLEY Jr. Company PROXY FORM
This proxy is solicited on behalf of the Board of
Directors for the Annual Meeting on March 8, 1994.
This proxy will be voted as specified by the stockholder.
If no specification is made, all shares of both classes
of stock will be voted as set forth in the proxy
statement FOR the election of Directors and FOR
Proposal 2.
The stockholder(s) represented herein appoint(s)
William Wrigley, Robert P. Billingsley, Wm. M. Piet, or any
of them, proxies with power of substitution to vote all
shares of Common Stock and Class B Common Stock entitled
to be voted by said stockholder(s) at the Annual Meeting
of Stockholders of the Wm. Wrigley Jr. Company to be held
in the Wrigley Building, Chicago, Illinois, on March 8,
1994, at 9:00 a.m. and at any adjournment thereof, as
specified in this proxy.
PROPOSAL 1/ELECTION OF DIRECTORS
The nominees are:
Charles F. Allison III, Lee Phillip Bell,
Robert P. Billingsley, R. Darrell Ewers,
Gary E. Gardner, Penny Sue Pritzker,
Richard K. Smucker, William Wrigley and
William Wrigley, Jr.
PROPOSAL 2/APPOINTMENT OF AUDITORS
To ratify the appointment of independent auditors,
Ernst & Young, for the year ending December 31, 1994.
Your vote is important!
Please sign and date on the reverse and return promptly
in the enclosed postage-paid envelope.
If you attend the meeting, you may revoke your proxy and
vote in person.
Change of Address:
(If you have written in the above space, please mark the
"Change of Address" box on the reverse of this card)
<PAGE>
(Proxy for Special Investment and Savings Plan Participants)
(FRONT)
Wm. WRIGLEY Jr. Company PROXY FORM
Control Number: Mark votes X
COMMON:
CLASS B:
FOR* WITHHELD
1. Election of
Directors.
(see reverse)
*For all nominee(s), except vote withheld
from the following:
FOR AGAINST ABSTAIN
2. Appointment
of Auditors.
(see reverse)
In their discretion, the proxies are authorized to vote
upon such other matters as may properly come before the
meeting.
Change of
Address
(see reverse)
SIGNATURE DATE , 1994
Note: Please sign exactly as your name appears on
this form.
<PAGE>
(BACK)
Wm. WRIGLEY Jr. Company PROXY FORM
This proxy is solicited on behalf of the Board of
Directors for the Annual Meeting on March 8, 1994.
The Trustee of the Special Investment & Savings Plan for
Wrigley employees is instructed to vote the shares as
specified by the stockholder. If no specification is
made, all shares of both classes of stock will be voted as
set forth in the proxy statement FOR the election of
Directors and FOR Proposal 2.
The stockholder(s) represented herein appoint(s)
William Wrigley, Robert P. Billingsley, Wm. M. Piet, or any
of them, proxies with power of substitution to vote all
shares of Common Stock and Class B Common Stock entitled
to be voted by said stockholder(s) at the Annual Meeting
of Stockholders of the Wm. Wrigley Jr. Company to be held
in the Wrigley Building, Chicago, Illinois, on March 8,
1994, at 9:00 a.m. and at any adjournment thereof, as
specified in this proxy.
PROPOSAL 1/ELECTION OF DIRECTORS
The nominees are:
Charles F. Allison III, Lee Phillip Bell,
Robert P. Billingsley, R. Darrell Ewers,
Gary E. Gardner, Penny Sue Pritzker,
Richard K. Smucker, William Wrigley and
William Wrigley, Jr.
PROPOSAL 2/APPOINTMENT OF AUDITORS
To ratify the appointment of independent auditors,
Ernst & Young, for the year ending December 31, 1994.
Your vote is important!
Please sign and date on the reverse and return promptly
in the enclosed postage-paid envelope.
If you attend the meeting, you may revoke your proxy and
vote in person.
Change of Address:
(If you have written in the above space, please mark the
"Change of Address" box on the reverse of this card)
