<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 Thursday,
March 9, 1995, 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, 1995; 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
13, 1995 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 1994 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, 1995
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 9, 1995
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
Long-Term Stock Grant Program 16
Pension Plan 16
Compensation Committee Interlocks and Insider Participation 17
Related Transactions 17
Compliance with Section 16(a) of the Exchange Act 18
Stockholder Proposals for 1996 Annual Meeting 18
Other Business 18
<PAGE>
PROXY STATEMENT
FOR
MARCH 9, 1995 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 Thursday, March 9, 1995, 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, 1995, together with a copy of the Company's Annual
Report for the fiscal year ended December 31, 1994.
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 13, 1995 will be entitled to vote at
the meeting. Under Delaware law, as of January 13, 1995, there
were 91,221,127 shares of Common Stock and 25,061,590 shares of
Class B Common Stock deemed outstanding and entitled to vote. 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. The Board of Directors approved at its
January 30, 1995 meeting the recommendation of the Nominating
Committee that nine directors be elected for the ensuing year at
the March 9, 1995 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 Company. 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, 66, a Director of the Company since 1980, has
been Senior Vice President of Booz, Allen & Hamilton, Inc.,
since 1977, and a member of the firm since 1958.
Committee Memberships: Audit (Chairman); Compensation.
Lee Phillip Bell
Mrs. Bell, 66, a Director of the Company since 1981, has
been President and a Director of Bell-Phillip Television
Productions, Inc. since 1980.
Committee Memberships: Compensation; Nominating (Chairman).
Robert P. Billingsley
Mr. Billingsley, 67, a Director of the Company since 1977,
retired on January 1, 1994 from WLD Enterprises, Inc., where
he had been Executive Vice President since 1987. Currently,
he is a private investor.
Committee Memberships: Compensation (Chairman); Nominating.
R. Darrell Ewers
Mr. Ewers, 61, a Director of the Company since 1988, has
been Executive Vice President of the Company since 1984. He
has been a Director of Wallace Computer Services, Inc. since
1993.
Gary E. Gardner
Mr. Gardner, 40, a Director of the Company since 1994, has
been a Director and the President of Soft Sheen Products,
Inc., since 1983. He was elected to the Board of Directors
of First Brands Corporation in 1994.
Committee Memberships: Audit.
<PAGE>
Penny Pritzker
Ms. Pritzker, 35, a Director of the Company since 1994, 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. Also, she is President of
Penguin Group L.P., which acquires and develops non-Hyatt
hotel real estate. She has been a Director of Coast-to-Coast
Financial Corporation since 1990 and Chairman of the Board
of Superior Savings Bank from 1991 to 1994.
Committee Memberships: Audit.
Richard K. Smucker
Mr. Smucker, 46, a Director of the Company since 1988, is
President and a Director of The J.M. Smucker Company,
positions he has held since 1987 and 1975, respectively. Mr.
Smucker has been a Director of The Sherwin-Williams Company,
since 1991.
Committee Memberships: Audit; Nominating.
William Wrigley
Mr. Wrigley, 62, 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
Texaco Inc. since 1974 and a Director of American Home
Products Corporation since 1981 and was a Director of
Boulevard Bancorp, Inc. from 1986 to 1994.
Ex-Officio, non-voting member of all Committees.
William Wrigley, Jr.
Mr. Wrigley, 31, 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, 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 13, 1995(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 9,082(2) 0.021 6,648(2) 0.027
Lee Phillip Bell 47,455(3) 0.052 8,562 0.034
Robert P. Billingsley 6,000 0.007 -0- 0.000
R. Darrell Ewers 57,316(4) 0.063 12,965 0.052
Gary E. Gardner 100(5) 0.000 -0- 0.000
Penny Pritzker 200 0.000 -0- 0.000
Richard K. Smucker 3,435 0.004 -0- 0.000
William Wrigley 22,044,758(6) 24.166 12,854,508(6) 51.292
William Wrigley, Jr. 10,010 0.011 6,884 0.027
John F. Bard 12,078 0.013 -0- 0.000
Douglas S. Barrie 68,824(4) 0.075 1,218 0.005
Ronald O. Cox 79,860(4) 0.088 6,796 0.027
All directors and
executive officers
as a group,
including 17
officers not
named above. 22,524,612(4)(7) 24.692 12,928,594(7) 51.587
</TABLE>
(1) Included in shares "beneficially owned" are shares held
directly or in joint tenancy with another person, shares
held in trust (including the Special Investment and Savings
Plan for Wrigley Employees), 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 8,338 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 13, 1995,
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, 8,000 shares; and
all directors and executive officers as a group, 110,000
shares.
(5) All shares are held jointly with his wife.
(6) Includes 21,174,230 shares of Common Stock and 11,537,000
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 2,175,067 shares of Common Stock and 912,048
shares of Class B Common Stock over which Mr. Wrigley has
shared investment authority. His wife holds directly, with
sole voting and investment authority, 9,883 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 9,499,292 shares of Common Stock and 4,742,932
shares of Class B Common Stock.
(7) Includes 2,201,524 shares of Common Stock and 918,420 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 33.53%, and
34.04% 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 included in the table for each individual named or group are
the following Common Stock units held in their deferral accounts
by Putnam Fiduciary Trust Company, the trustee of the Non-
Employee Director Stock Retirement Plan and the trustee of the
Management Incentive Plan: Charles F. Allison III, 10,543; Lee
Phillip Bell, 11,546; Robert P. Billingsley, 10,970; R. Darrell
Ewers, 7,923; Gary E. Gardner, 512; Penny Pritzker, 512; Richard
K. Smucker, 7,899; William Wrigley, 4,783; William Wrigley, Jr.,
827; John F. Bard, 1,353; Douglas S. Barrie, none; Ronald O. Cox,
293; and 69,083 share units for the entire group, including the
executive officers not named in the table.
<PAGE>
Security Ownership of Certain Beneficial Owners
As of January 13, 1995, 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 13, 1995
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 7,432,200 8.147 3,410,427 13.608
William Wrigley(2)
410 N. Michigan Avenue
Chicago, Illinois 60611 22,044,758 24.166 12,854,508 51.292
</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
4,824,390 shares of Common Stock held in various family
trusts and by a charitable foundation and 1,716,120 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 4,501,077 shares
of Common Stock held in the trusts and by the foundation and
2,539,674 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 4,048,757 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 (6) on page 5.
* 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 11.46%
for the Offield Family and 33.53% for William Wrigley.
In addition to the above listed shareholders, Putnam
Fiduciary Trust Company holds 4,359,581 shares (4.78%) of Common
Stock and 968,009 shares (3.86%) of Class B Common Stock as
Trustee (the "Trustee") under the Special Investment and Savings
Plan for Wrigley Employees. In accordance with the terms of the
Plan, the Trustee must vote the shares as directed by proxies
submitted by participants.
<PAGE>
Meetings and Committees of the Board
The Board of Directors has three standing Committees: the
Audit Committee, established in 1974; the Compensation Committee,
established in 1978; and the Nominating Committee, established in
1981. 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 1994. 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.
Compensation Committee. This Committee, consisting of
three non-employee directors, met four times in 1994. It
annually sets the base salary, incentive compensation and
any other compensation of the Chairman of the Board, if any,
and of the President and CEO. 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.
Nominating Committee. This Committee, comprised of
three non-employee directors who are "independent directors"
as defined in the Company's by-laws, met two times in 1994.
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 11, 1995 in order to be considered for the next
annual election of directors.
During 1994, 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.
<PAGE>
Compensation of Directors
Directors who are also employees of the Company receive no
compensation for services as Directors. For non-employee
directors all cash compensation is on a retainer basis, paid in
quarterly installments. Effective October 1, 1994, fees for
attending Board and Board committee meetings were eliminated. At
the same time, the annual Board retainer was increased from
$20,000 to $25,000; an annual retainer of $3,500 for each Board
committee member became effective; and the annual retainer for
all Board committee chairs was increased to $5,000 from $3,500
per year for the Chairman of the Audit and Chairman of the
Compensation Committee, and from $3,000 per year for the Chairman
of the Nominating Committee.
A Deferred Compensation Plan for Non-Employee Directors has
been in effect since 1983. Under the plan, participants may defer
up to 100% of their directors' compensation. All non-employee
directors, except Mr. Gardner, elected to defer their
compensation during 1994. Such deferred amounts are paid, with
certain exceptions, at the earlier of age 70 or retirement, at
which time the deferral account may be paid in lump-sum or in
equal annual installments over a period not to exceed ten years,
or in a combination thereof. Prior to January 1, 1995, deferred
amounts generally accrued interest, compounded annually, at the
average annual rate paid in the guaranteed income or equivalent
fund of the Special Investment and Savings Plan for Wrigley
Employees. The Plan was amended effective January 1, 1995, to
provide greater flexibility of investment options for amounts
deferred, and to establish a grantor trust as a funding vehicle
for the deferrals. The amended Plan provides investment
opportunities through the trust in the form of share units
(equivalent to a share of the Company's Common Stock) or money
credits deposited in one or more of the various funds offered by
the trustee which are the same as or equivalent to those
investment opportunities provided under the tax-qualified Special
Investment and Savings Plan for Wrigley Employees. Participants
may elect to transfer their deferred amounts among the various
investment funds only at designated times during the year.
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.
The Stock Retirement Plan for Non-Employee Directors has
been in effect since 1988. The Plan is designed not only to
provide a retirement benefit for non-employee directors, but also
to increase their beneficial ownership in the Company and thereby
ensure that their interest in the long-term growth and
profitability of the Company is aligned with that of the
shareholders. The Plan provides for a credit to a deferred stock
account for each non-employee director on the first business day
of each year in the form of Common Stock units equivalent to
shares of the Company's Common Stock. Dividend equivalents, equal
in value to dividends paid on the Company's Common Stock, are
also credited on the Common Stock units accumulated in the Plan,
and converted into additional units. Effective for 1994 services,
the Plan was amended to provide that the number of Common Stock
units to be credited annually to the deferred stock accounts for
each non-employee director shall be equivalent to the stated
value of the annual Board retainer in effect on the last business
day of the year. The Plan is designed to provide non-employee
directors common stock units over ten years of service.
Participants have the option to receive actual shares upon
retirement or a cash payout, either in a lump sum or over a
period not to exceed ten years. In accordance with the Plan, each
participant's account was credited with 512 share units on
January 3, 1995. The aggregate number of Common Stock units
accumulated from the inception of the Plan in 1988 and credited
to the account of each non-employee director by the Plan Trustee
are reported on pages 5 and 6 in the last paragraph of the
footnotes following the table of Security Ownership of Directors
and Executive Officers.
<PAGE>
PROPOSAL 2
THE APPOINTMENT OF ERNST & YOUNG
AS INDEPENDENT AUDITORS
At its meeting of October 25, 1994, the Audit Committee
recommended the appointment of Ernst & Young as independent
auditors for the year ending December 31, 1995. At a meeting of
the Board of Directors on January 30, 1995, the directors
accepted the recommendation of the Audit Committee and appointed
Ernst & Young, subject to ratification by the stockholders, to
examine the 1995 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.
EXECUTIVE COMPENSATION
Compensation Committee Report on Executive Compensation
The Compensation Committee of the Board of Directors (the
"Committee"), composed of three 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 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 that provides incentives to achieve
both specific annual and longer-term strategic 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 that reward performance as measured against these 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.
<PAGE>
Annual executive cash compensation is structured to
encourage achievement, initiative and teamwork and is comprised
of competitive base salaries and incentive-based cash
compensation.
Another integral part of the Company's executive
compensation program is incentive-based equity compensation.
Ownership and retention of the Company's Common Stock by key
employees assures that their interests are aligned with those of
the stockholders.
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 first step in establishing base salary is setting the
base salary range for each position. The same principles are
applied in setting the base salary ranges of the CEO, all other
officers, and all administrative employees, to ensure that
salaries are fairly and competitively established. Base salary
ranges are determined for each position (a) by the accountability
of the position, its impact on the operations and profitability
of the Company, and the knowledge and problem-solving ability
required to competently fulfill the position's assigned duties
and responsibilities; and (b) by annual comparison to
independently obtained survey data from a broad base of over 20
consumer goods companies. Five of these companies are also
included in the Standard & Poor's ("S & P's") Food Group,
comprised of 14 companies, to which the Company compares its
total stockholder return. (See Total Stockholder Return Index on
page 13). Base salary ranges are consistent with the pay
practices identified in the annual 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.
Except for the CEO, within the 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, distinguished
performance merits a salary above the mid-point of the
established range, and less than first-rate performance results
in compensation below the mid-point.
For the CEO, the Committee receives an annual analysis from
the Company's Compensation Manager on all aspects of the CEO's
remuneration and its relationship 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 specific weighting is
assigned to the individual factors. At its meeting of February
16, 1994, after reviewing the Compensation Manager's report and
the Company's overall performance during the previous year, the
Committee concluded that increasing base salary to the upper
portion of the CEO's range was appropriate and justified.
Nevertheless, the CEO declined the increase.
<PAGE>
Executive Incentive Compensation Plan
Implementation of an EICP and recommendation of those key
employees eligible for participation is considered by the
Committee prior to the beginning of each fiscal year and, if
recommended by the Committee, is submitted to the full Board of
Directors for adoption.
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 1994 included 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 for performance, if earned, may range
from 50% below to 50% above the established target.
All participants, except the CEO, are assigned weightings
for performance elements consisting of at least one or more
operational and/or personal goals that 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 1994 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 1994 will be determined
and granted by the Committee in mid-February 1995 and will be
reported in the Company's next proxy statement.
The EICP adopted for 1993 had a corporate performance
element consistent with the 1994 Plan stated above. The Committee
determined at its meeting of February 16, 1994 that 1993
performance exceeded the targets for the corporate element.
Awards made thereunder are shown for the CEO and the next four
highest-paid executive officers in column (d) of the Summary
Compensation Table on page 14 as 1993 compensation.
An EICP for 1995 was adopted by the Board of Directors at
its meeting of October 25, 1994. Any awards under that Plan will
be determined and granted in mid-February, 1996.
On August 17, 1994, the Committee approved an amendment to
the Executive Incentive Compensation Deferral Program that
permits participants to defer any portion or all of their EICP
award, effective January 1, 1994. Prior to January 1, 1994,
deferrals were limited to 50% and were credited to the
participant's deferral account as share units and/or money
credits. (See description under the MIP for expanded deferral
opportunities after January 1, 1994).
<PAGE>
Management Incentive Plan
The MIP, established in 1988 and effective for a ten-year
period, 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 Committee the flexibility to develop
various types of programs to ensure that key employees are fairly
and competitively compensated. As considered appropriate by the
Committee, it may grant shares of the Company's Common Stock,
share units, stock options, stock appreciation rights,
performance units, or any combination thereof; establish any
conditions or restrictions thereon; and provide for deferral
opportunities. Stock grants were awarded by the Committee in 1994
for performance in the prior fiscal year under three MIP award
programs. All awards of restricted stock under the MIP programs
are at the fair market value at the time of the award.
At meetings held on August 17, 1994 and October 25, 1994,
the Committee approved an expansion of the deferral opportunities
under the MIP programs and the EICP to offer greater flexibility
of investment and distribution options, and the establishment of
an irrevocable grantor trust as a funding vehicle for deferrals.
Investment opportunities for executives were made comparable to
those offered to all other employees under the Company's tax-
qualified Special Investment and Savings Plan for Wrigley
Employees ("SISP").
It is the Company's intent that any amounts deferred in
accordance with the EICP or the MIP programs described below be
contributed to the irrevocable grantor trust in cash or shares of
the Company's Common Stock, that such amounts be invested in a
manner consistent with deferral elections made by participants,
and that distributions be made from the trust according to the
terms of the various programs. Generally, distributions will not
commence prior to termination of a participant's employment.
Awards, if any, to be granted in 1995 for fiscal year 1994
performance will be made under the programs described below:
Long-Term Stock Grant Program. The Long-Term Stock
Grant Program, established on January 13, 1993, provides an
opportunity for executive officers and certain other
designated key employees to increase their stake in the
Company by earning grants of Common Stock for corporate
performance.
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, if
earned, may range from 50% below to 50% above established
targets.
The determination of such awards is based on the
performance ratio of the Company's total stockholder return
in comparison to the total stockholder return for the S &
P's Food Group within the performance period specified by
the Committee. Target awards are earned if the Company's
total stockholder return equals the S & P's Food Group total
stockholder return for the same period. The aggregate value
of shares awarded to all participants for a specific period
is limited to not more than nine-tenths of one percent
(0.9%) of the Company's average annual growth in total
stockholder value during any such period.
Any shares awarded under this program are held in the
Company's custody and restricted as to transfer or sale
until one year after the end of the performance cycle to
which the award relates, except in cases of retirement,
disability, or death. Voting and dividend rights inure to
the recipient upon award. Alternatively, prior to any such
award, participants may elect to defer receipt of any
portion or all of their awards in the form of share units.
After at least one year following deposit, participants may
transfer such deferral to other investment options under the
trust.
On February 16, 1994, the Committee determined that,
based on the degree of positive total shareholder return and
the Company's performance in this regard compared to the S &
P's Food Group total shareholder return for the transitional
five-year cycle 1989-1993, the Company's performance
exceeded target. Awards granted for the 1989-1993 cycle to
the CEO and next five highest compensated executive officers
appear in column (e) of the Summary Compensation Table on
page 14 as 1993 compensation.
<PAGE>
Awards for the transitional five-year cycle 1990-1994,
if any, will be determined by the Committee at its meeting
in mid-February 1995 and any awards granted will be reported
in the next proxy statement. A Long Term Stock Grant
opportunity for the performance cycle 1994-1998 was also
approved by the Committee on February 16, 1994 and is
indicated in the Long Term Incentive Plan table on page 16.
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, and reduced by the present value of prior
Stock Award Program grants.
Participants may vote any shares awarded and may
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
retirement. Alternatively, participants may elect to defer
any portion or all of their awards in the form of share
units.
Awards granted to the CEO and to the next four highest-
compensated executives on February 16, 1994 for fiscal year
1993 appear in column (e) of the Summary Compensation Table
on page 14 as 1993 compensation. Awards for services in
1994 will be determined in mid-February 1995 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 SISP, which is offered to all employees
other than EICP participants. EICP participants receive a
benefit under the Alternate Investment and Savings Program
("AISP") equal to 5% of their base salary. They may elect to
receive this benefit in the form of shares of Common Stock
and may receive or reinvest dividends thereon, with the
shares being retained in the Company's custody and subject
to restriction on sale or transfer until one year after
termination of employment, unless due to death or
retirement. Alternatively, they may elect to defer any
portion or all of this benefit in the form of share units.
Awards granted to the CEO and the next four highest-
compensated executives for 1994 were made on January 9, 1995
and are reflected in column (e) of the Summary Compensation
Table on page 14 as 1994 compensation.
In 1988, the Committee implemented a 1988 Stock Option
Program. No stock options have been granted since 1988. For
options exercised in 1994, refer to the table on page 16 entitled
"Aggregated Option/SAR Exercises".
In establishing executive compensation programs in the
future, the Committee will continue to focus 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 total stockholder return.
<PAGE>
Deductibility of Executive Compensation
During 1994, the Committee reviewed and considered the
issues involved with respect to the recently enacted $1 million
deduction cap of Internal Revenue Code Section 162 for certain
compensation paid per year to the persons named in the Summary
Compensation Table. Consistent with overall compensation
objectives, and subject to periodic review, it is the Committee's
intention that all executive compensation be deductible for
federal income tax purposes. However, because regulations
interpreting this law are in the proposal stage, and factors such
as retaining highly-skilled managers, remaining competitive with
other employers, and the effects of deferred compensation on the
deduction cap all affect the Company's executive compensation
plans, the Committee will continue to evaluate whether it should
amend its compensation policies. All compensation paid by the
Company during 1994 was fully deductible for federal income tax
purposes.
Effective February 1, 1994, Robert P. Billingsley became
Chairman of, and Lee Phillip Bell was appointed to, the
Committee. Prior to this date, Joseph H. Flom and Irving Seaman,
Jr., both of whom retired from the Board of Directors effective
as of the annual meeting of stockholders in March of 1994, were
members of the Committee.
As of February 1, 1994 the Compensation Committee consisted
of the following directors:
Robert P. Billingsley, Chairman
Charles F. Allison
Lee Phillip Bell
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.
TOTAL STOCKHOLDER RETURN
Measurement Period S&P Food
(Fiscal Year Covered) Wrigley S&P 500 Group 1989
100 100 100 1989
98 97 108 1990
159 126 157 1991
197 136 157 1992
271 150 144 1993
310 152 161 1994
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.
<PAGE>
<TABLE>
Summary Compensation Table
<CAPTION>
Long-Term
Compensation
Annual Compensation(1) Awards
(a) (b) (c) (d) (e) (f)
Restricted
Name and Stock All Other
Principal Award(s) Compensation
Position Year Salary($) Bonus($)(2) ($)(3)(4)(5) ($)(6)
<S> <C> <C> <C> <C> <C>
William Wrigley 1994 $475,000 -- $ 23,720 $ 6,820
President & CEO 1993 463,750 $417,375 564,210 9,219
1992 430,000 322,500 44,030 6,860
John F. Bard 1994 261,000 -- 13,050 8,560
Senior Vice President 1993 245,000 181,300 239,303 10,582
1992 227,000 150,955 17,410 7,273
Douglas S. Barrie 1994 324,833 -- 16,207 24,675
Group Vice President -- 1993 299,416 219,173 301,241 35,089
International 1992 272,333 178,650 31,887 18,049
Ronald O. Cox 1994 276,500 -- 13,825 10,933
Group Vice President -- 1993 257,666 188,612 267,396 15,189
Marketing 1992 244,666 155,853 29,693 8,225
R. Darrell Ewers 1994 376,500 -- 18,825 38,547
Executive Vice 1993 351,500 261,516 372,217 56,596
President 1992 334,833 224,003 44,174 27,062
</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) Amounts shown in column (d) 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 1992 and 1993 performanc were determined
and paid in 1993 and 1994, respectively. Awards to be paid
for 1994 performance, if any, are not calculable as of the
latest practicable date and will be determined and awarded
by the Compensation Committee in mid-February 1995, and
reported in the next proxy statement.
(3) The figures in column (e) for 1994 represent the fair market
value of awards of restricted stock (prior to any deduction
for withholding taxes) made in January 1995 under the
Alternate Investment and Savings Program. Not included are
the fair market value of awards to be made under the Stock
Award Program for 1994 services and awards to be made under
the Long-Term Stock Grant Program for the transitional five
year performance cycle ending December 31, 1994 for Company
performance since 1990 as indicated in the Total Stockholder
Return Index on page 13. Awards for 1994 under these latter
two programs, if any, are not determinable as of the latest
practicable date and will be determined and awarded by the
compensation Committee in mid-February 1995 and reported in
the next proxy statement.
<PAGE>
(4) The figures in column (e) for 1993 represent the fair market
value of awards of restricted stock at the time of the award
under the Alternate Investment and Savings Program and the
Stock Award Program, and under the Long-Term Stock Grant
Program for the transitional five-year performance cycle
ending December 31, 1993. The awards for 1993 service under
the latter two programs were determined and awarded by the
Compensation Committee on February 16, 1994. The award under
the Alternate Investment and Savings Program was made in
January, 1994 for 1993 service.
(5) The figures in column (e) for 1992 reflect the fair market
value of the restricted shares awarded in mid-February 1993
under the Alternate Investment and Savings Program and the
Stock Award Program for 1992 services. There was no Long
Term-Stock Grant Program in effect at that time.
The aggregate number and dollar value of restricted shares
awarded (net of any shares that may have been withheld for
tax purposes) under the Stock Award Program, the Alternate
Investment and Savings Program (including awards under the
Alternate Investment and Savings Program shown in column (e)
for 1994) and the Long-Term Stock Grant Program from
inception of the Programs in 1983, 1988 and 1993,
respectively, and held at December 31, 1994 are as follows:
William Wrigley, 139,033 shares ($6,864,754); John F.
Bard, 14,212 shares and 1,353 share units ($768,522);
Douglas S. Barrie, 17,962 shares ($886,874); Ronald O. Cox,
20,749 shares and 293 share units ($1,038,948); and R.
Darrell Ewers, 22,224 shares and 4,926 share units
($1,340,531). 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.
(6) 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 $0; John F. Bard, $4,975 and
$3,585; Douglas S. Barrie, $6,221 and $18,454; Ronald O.
Cox, $3,391 and $7,542; and R. Darrell Ewers, $6,561 and
$31,986.
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 $11.208 per share, the fair
market value of the stock on the day prior to the grant date. The
options have a ten-year term and were granted in tandem with
stock appreciation rights (SARs) intended to provide funds
necessary to exercise the options and pay tax liabilities. The
grant of these options constitute 100% of all options and SARs
granted to all employees.
The first table on the next page sets forth the number of
options/SARs and the dollar value of such unexercised options at
year end for the Company's Chief Executive Officer and the next
four most highly compensated executive officers.
<PAGE>
<TABLE>
Aggregated Option/SAR Exercises in Last Fiscal Year and FY-End Option/SAR Values
<CAPTION>
(a) (b) (c) (d) (e)
Value of
Number of Unexercised
Unexercised In-the-Money
Options/SARs Option/SARs
at FY-End(#) at FY-End($)
Shares
Acquired on Exercisable/ Exercisable/
Name Exercise(#) Value Realized($) Unexercisable(1) Unexercisable(1)
<S> <C> <C> <C> <C>
William Wrigley(2) -- -- -- --
John F. Bard(3) -- -- -- --
Douglas S. Barrie -- -- 36,000 $1,777,500
Ronald O. Cox -- -- 36,000 1,777,500
R. Darrell Ewers 16,000 542,672 8,000 395,000
</TABLE>
(1) All outstanding options are fully exercisable.
(2) William Wrigley exercised his options prior to January 1,
1993.
(3) John F. Bard was not eligible for any stock options under the
1988 Program.
Long-Term Stock Grant Program
The following table reflects threshold, target and maximum
stock grant opportunities under the Long-Term Stock Grant Program
for the five-year performance cycle of January 1, 1994 through
December 31, 1998.
<TABLE>
Long-Term Incentive Plans -- Awards in Last Fiscal Year
<CAPTION>
Estimated Future Payouts under
Non-Stock Price-Based Plans*
(a) (b)* (c) (d) (e) (f)
Performance
Number of or Other
Shares, Units Period Until
or Other Maturation or Threshold Target Maximum
Name Rights(#) Payout ($ or #) ($ or #) ($ or #)
<S> <C> <C> <C> <C> <C>
William Wrigley 1994-1998 3,180 6,360 9,540
John F. Bard 1994-1998 1,400 2,800 4,200
Douglas S. Barrie 1994-1998 1,710 3,420 5,130
Ronald O. Cox 1994-1998 1,475 2,950 4,425
R. Darrell Ewers 1994-1998 2,010 4,020 6,030
</TABLE>
* Award opportunities are based on 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.
<PAGE>
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>
Years of Service
Eligible
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, 1994 for each such executive officer
are as follows: William Wrigley-38; John F. Bard-4; Douglas S.
Barrie-12; Ronald O. Cox-16; and R. Darrell Ewers-16.
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 $118,800),
such excess benefits may be paid from the Company's non-
qualified, unfunded, non-contributory supplemental retirement
plan.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Commencing with February 1, 1994, the members of the
Compensation Committee were Charles F. Allison III, Robert P.
Billingsley and Lee Phillip Bell and William Wrigley, ex-officio,
non voting member. 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 June 9, 1994, pursuant to an unsolicited offer received
by the Company from the Wrigley Memorial Garden Foundation
("Foundation"), the Company entered into an agreement to purchase
345,072 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 86,268 shares each as
of the last business day of the third and fourth calendar
quarters of 1994 and the first and second calendar quarters of
1995. The purchase price per share to be paid by the Company to
the Foundation on each such date is 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 86,268 shares were purchased on September 30, 1994
and December 30, 1994 at prices of $43.06 per share and $45.32
per share, respectively. The third and fourth increments will be
purchased on March 30, 1995 and June 30, 1995 at prices to be
determined using the formula specified above. Shares repurchased
by the Company under this agreement are being deposited in the
corporate treasury and will either be used for internal purposes
or retired. Retired shares will resume the status of authorized
but unissued shares.
<PAGE>
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 1994 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. John Schafer, Vice-President-Purchasing of the
Company. This report was filed promptly after the Company's
discovery of the transaction.
STOCKHOLDER PROPOSALS FOR 1996 ANNUAL MEETING
If any stockholder intends to present a proposal to be
considered for action at the 1996 Annual Meeting, the proposal
must be in proper form and received by the Secretary of the
Company on or before October 11, 1995 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, 1995
<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 , 1995
SIGNATURE DATE , 1995
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 9, 1995.
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 9,
1995, 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 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, 1995.
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 , 1995
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 9, 1995.
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 9,
1995, 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 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, 1995.
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)
