<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 Wednesday,
March 6, 1996, 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, 1996;
3. To consider and act upon a stockholder proposal as set
forth in the attached Proxy Statement; and
4. 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 15,
1996 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 1995 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 6, 1996
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.
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Proxy Statement for
Annual Meeting of Stockholders of
WM. WRIGLEY JR. COMPANY
To Be Held on March 6, 1996
TABLE OF CONTENTS
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General........................................................... 2
Proposal 1 -- Election of Directors............................... 3
Security Ownership of Directors and Executive Officers.......... 6
Security Ownership of Certain Beneficial Owners................. 7
Meetings and Committees of the Board............................ 8
Compensation of Directors....................................... 9
Proposal 2 -- The Appointment of Ernst & Young LLP as Independent
Auditors........................................................ 10
Proposal 3 -- Shareholder Proposal................................ 11
Executive Compensation............................................ 13
Compensation Committee Report on Executive Compensation......... 13
Five-Year Total Stockholder Return Index........................ 17
Summary Compensation Table...................................... 18
Stock Options and Stock Appreciation Rights..................... 19
Long-Term Stock Grant Program................................... 20
Pension Plan.................................................... 21
Compensation Committee Interlocks and Insider Participation....... 21
Related Transactions.............................................. 21
Compliance with Section 16(a) of the Exchange Act................. 22
Stockholder Proposals for 1997 Annual Meeting..................... 22
Other Business.................................................... 22
</TABLE>
<PAGE>
PROXY STATEMENT
FOR
MARCH 6, 1996 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 Wednesday, March 6, 1996, 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 6, 1996, together
with a copy of the Company's Annual Report for the fiscal year
ended December 31, 1995.
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 15, 1996 will be entitled to vote at the
meeting. Under Delaware law, as of January 15, 1996, there were
91,492,486 shares of Common Stock and 24,659,146 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.
VOTE REQUIRED FOR APPROVAL. Shares of both classes of stock
will vote together as a single class with respect to the election
of directors, the ratification of appointment of independent
auditors and the stockholder proposal. Under the Company's by-laws,
the election of the nominees for director, the ratification of the
appointment of independent auditors, and the adoption of the
stockholder proposal 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 of or against the
ratification of appointment of independent auditors and the
adoption of the stockholder proposal, or a stockholder may elect to
abstain on one or both matters. 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 vote against each matter.
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 have no effect on the outcome of the matters
to be voted on 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 director, FOR the ratification of the
appointment of the independent auditors, and AGAINST the
stockholder proposal. 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.
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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 30, 1996,
the size of the Board was increased, pursuant to Section 3.2 of the
Company's by-laws, from nine to ten members, such increase in size
to be effective until the Annual Meeting. Douglas S. Barrie was
then elected to the Board to fill the new directorship. Effective
August 31, 1995, R. Darrell Ewers, a Director of the Company since
1988, retired as Executive Vice President of the Company and, in
accordance with Company policy, Mr. Ewers is not eligible to stand
for reelection to the Board of Directors following his retirement.
Given the effect of this retirement, the Board of Directors also
approved at its January 30, 1996 meeting the recommendation of the
Nominating Committee that nine directors be elected for the ensuing
year at the 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.
<TABLE>
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Charles F. Allison III
Mr. Allison, 67, a Director of the Company since 1980, has been Senior Vice
[PHOTO] President of Booz, Allen & Hamilton, Inc., since 1977, and a member of the
firm since 1958.
Committee Memberships: Audit (Chairman); Compensation.
Douglas S. Barrie
Mr. Barrie, 62, a Director of the Company since January 30, 1996, has been
[PHOTO] Group Vice President-International of the Company since 1984.
</TABLE>
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<TABLE>
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Lee Phillip Bell
Mrs. Bell, 67, a Director of the Company since 1981, has been President and a
[PHOTO] Director of Bell-Phillip Television Productions, Inc. since 1980.
Committee Memberships: Compensation; Nominating (Chairman).
Robert P. Billingsley
Mr. Billingsley, 68, a Director of the Company since 1977, retired on January
[PHOTO] 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.
Gary E. Gardner
Mr. Gardner, 41, a Director of the Company since 1994, has been a Director and
[PHOTO] 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; Compensation.
Penny Pritzker
Ms. Pritzker, 36, a Director of the Company since 1994, has been a partner of
[PHOTO] 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; Nominating.
</TABLE>
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Richard K. Smucker
Mr. Smucker, 47, a Director of the Company since 1988, is President and a
[PHOTO] 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, 63, a Director of the Company since 1960, was elected President
[PHOTO] 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.
Ex-Officio, non-voting member of all Committees.
William Wrigley, Jr.
Mr. Wrigley, 32, a Director of the Company since 1988, has been Vice President
[PHOTO] 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.
</TABLE>
<PAGE>
Security Ownership of Directors and Executive Officers
The following table 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.
Shares Beneficially Owned as of January 15, 1996(1)
<TABLE>
(Caption>
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Amount and Nature of Beneficial Ownership
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Class B
Common Stock* Common Stock
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Name Shares % of Class Shares % of Class
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<S> <C> <C> <C> <C>
Charles F. Allison III 19,597(2) 0.021 6,648(2) 0.027
Douglas S. Barrie 62,384(3) 0.068 1,218 0.005
Lee Phillip Bell 47,561(4) 0.053 8,562 0.035
Robert P. Billingsley 6,000 0.007 -0- 0.000
R. Darrell Ewers** 13,992 0.015 759 0.003
Gary E. Gardner 100(5) 0.000 -0- 0.000
Penny Pritzker 200 0.000 -0- 0.000
Richard K. Smucker 3,504 0.004 -0- 0.000
William Wrigley 21,880,765(6) 23.915 12,854,508(6) 52.129
William Wrigley, Jr. 11,819 0.013 6,884 0.028
John F. Bard 9,693 0.011 -0- 0.000
Ronald O. Cox 77,454(3) 0.085 6,796 0.028
Martin J. Geraghty 82,243( )(7) 0.090 7,571 0.031
- ------------------------------------------------------------------------------------------------------
All directors and executive
officers as a group, including
18 officers not named above 22,345,033( )(8) 24.423 12,914,609(8) 52.372
- ------------------------------------------------------------------------------------------------------
</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 8,566 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 shares of Common Stock which, on January 15, 1996, 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; and Martin J. Geraghty, 30,000 shares. These
102,000 options are the only options outstanding for all
directors and executive officers as a group.
(4) Includes 6,000 shares of Common Stock held by the Bell Family
Foundation, over which shares Mrs. Bell has shared investment
and voting control.
(5) All shares are held jointly with Mr. Gardner's wife.
(6) Includes 21,001,932 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 396,665 shares of Common Stock and 195,264 shares of
Class B Common Stock over which Mr. Wrigley has shared voting
authority and 2,002,769 shares of Common Stock and 912,048
shares of Class B Common Stock, over which Mr. Wrigley has
shared investment authority. Of the total shares shown for Mr.
Wrigley, he disclaims any beneficial interest in 9,326,756
shares of Common Stock and 4,742,932 shares of Class B Common
Stock.
(7) Includes 126 shares of Common Stock held by Mr. Geraghty's wife
and 63 shares of Common Stock held by his children.
(8) Includes 2,030,580 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 33.288%, and
33.371% for all executive officers and
<PAGE>
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.
** Effective August 31, 1995, R. Darrell Ewers retired as
Executive Vice President of the Company and is not standing for
reelection to the Board of Directors.
Not included in the table for each individual named or the group
are the following Common Stock units held in their deferral
accounts by Putnam Fiduciary Trust Company, the trustee of the
grantor trust under the Non-Employee Director Stock Retirement Plan
and the trustee of the grantor trust under the Management Incentive
Plan: Charles F. Allison III, 10,757; Douglas S. Barrie, 6,221; Lee
Phillip Bell, 11,780; Robert P. Billingsley, 11,192; R. Darrell
Ewers, 12,547; Gary E. Gardner, 523; Penny Pritzker, 1,771;
Richard K. Smucker, 8,748; William Wrigley, 33,910; William
Wrigley, Jr., 1,004; John F. Bard, 7,661; Ronald O. Cox, 5,877;
Martin J. Geraghty, 220; and 141,032 share units for the entire
group, including the executive officers not named in the table.
Security Ownership of Certain Beneficial Owners
As of January 15, 1996, 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.
Shares Beneficially Owned as of January 15, 1996
<TABLE>
<CAPTION>
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Amount and Nature of Beneficial Ownership
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Class B
Common Stock* Common Stock
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Name Shares % of Class Shares % of Class
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<S> <C> <C> <C> <C>
Edna Jean Offield,
James S. Offield and
Paxson H. Offield(1)
410 N. Michigan Avenue
Chicago, Illinois 60611 6,912,203 7.555 3,410,427 13.830
William Wrigley(2)
410 N. Michigan Avenue
Chicago, Illinois 60611 21,880,765 23.915 12,854,508 52.129
- --------------------------------------------------------------------------------------------------------
</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 821,120 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 21,001 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 3,579,390 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 3,088,777 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 2,803,757
<PAGE>
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 6.
* 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 10.877% for the Offield Family and
33.771% for William Wrigley.
In addition to the above listed shareholders, Putnam Fiduciary
Trust Company holds 4,134,512 shares (4.519%) of Common Stock and
875,817 shares (3.552%) 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.
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 1995. 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
four non-employee directors, met three times in 1995. 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 four
non-employee directors who are "independent directors" as
defined in the Company's by-laws, met twice in 1995. 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 9,
1996 in order to be considered for the next annual election of
directors.
During 1995, 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. There are no additional fees for attending Board and
Board committee meetings. The annual Board retainer is $25,000; the
annual retainer for each Board committee member is $3,500; and the
annual retainer for all Board committee chairs is $5,000.
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 retainer fees. All non-employee directors,
except Mr. Gardner, elected to defer their compensation during
1995. 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 a lump sum or in equal annual installments
over a period not to exceed fifteen years, or in a combination
thereof. The Plan provides investment opportunities through a
grantor trust in the form of share units (each share unit is
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 Plan trustee, which funds 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 stockholders. 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
share units. Dividend equivalents, equal in value to dividends
paid on the Company's Common Stock, are also credited on the share
units accumulated in the Plan, and converted into additional units.
The Plan provides that there shall be credited annually to the
deferred stock accounts for each non-employee director a number of
share units with a value 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 share
units over ten years of service. Participants have the option to
receive actual shares upon etirement or a cash payout, either in a
lump sum or over a period not to exceed fifteen years. In
accordance with the Plan, each participant's account was credited
with 512 share units on January 3, 1996. The aggregate number of
share 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 page 7 in the last paragraph following the
footnotes to the table of Security Ownership of Directors and
Executive Officers.
<PAGE>
PROPOSAL 2
THE APPOINTMENT OF ERNST & YOUNG LLP
AS INDEPENDENT AUDITORS
At its meeting of October 24, 1995, the Audit Committee
recommended the appointment of Ernst & Young LLP as independent
auditors for the year ending December 31, 1996. At a meeting of the
Board of Directors on January 30, 1996, the directors accepted the
recommendation of the Audit Committee and appointed Ernst & Young
LLP, subject to ratification by the stockholders, to examine the
1996 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 LLP 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 LLP AS INDEPENDENT AUDITORS.
<PAGE>
PROPOSAL 3
SHAREHOLDER PROPOSAL
Mr. Robert G. Morse, 212 Highland Avenue, Moorestown, New
Jersey 08057-2717, owner of record of 300 shares of Common Stock of
the Company, has informed the Company that he intends to present
the following proposal at the meeting:
"That the directors of the company consider discontinuance of
all options, rights, SAR's, awards, etc. to top management
officials of the company after expiration of existing
programs. This does not curtail programs for other personnel."
The following statement was submitted by Mr. Morse in support
of the proposal:
"REASONS:
These increased benefits have failed to produce the claim
that it holds and retains qualified personnel.
Notice the increasing number of management persons who
have left a company simply because of better corporate offers.
We as shareowners are constantly being undervalued with
each issuance or benefit. Call a halt by voting YES!
Many pages of a proxy are expended to promote
self-benefits; then there are unmentioned administrative costs
of distribution and record keeping.
Executives have other benefits, such as life insurance,
retirement plans, company perks, etc. They are well rewarded
for their input without these add-on give-aways.
Compensation is enough for management to buy stock on the
open market, just as you and I, if we are so inclined. Again
vote YES!"
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE
AGAINST THE SHAREHOLDER'S PROPOSAL FOR THE FOLLOWING REASONS:
Board of Directors' Response: Your Board of Directors believes
that the continued use of non-cash executive compensation,
including stock options, stock appreciation rights and stock
awards, in appropriate circumstances, is in the best interest of
the Company and its stockholders. The Board's belief is consistent
with the views of stockholders, economists, compensation experts
and others who have urged public companies to provide stock
incentives and compensation to their officers and directors as an
integral part of total compensation to more closely align the
interests of management and stockholders.
The Company's Management Incentive Plan (the "Plan") permits
the Board to provide compensation in the form of options, stock
appreciation rights and stock awards. The Plan aims both to direct
management's efforts towards enhancing stockholder value and to
retain superior personnel in a competitive environment. Stock
ownership by management, promoted through the Plan, helps to ensure
that management's attention is focused on the strategies needed to
achieve increased long-term stock value for the Company's
stockholders because management shares both the risks and the
rewards of equity ownership. Compensating individuals by this
increasingly common method also enables the Company to attract,
motivate and retain the most qualified and experienced persons as
employees.
The Plan provides an economical form of compensation and the
primary value to the Plan participants is contingent upon an
increase in the price of the Common Stock which benefits all
stockholders. Furthermore, the Company's practice of funding the
Plan with shares acquired in the open market and
<PAGE>
awarding stock under the Plan at market value minimizes any
potential dilution caused by such stock issuance. Also, costs
associated with administration and record-keeping for the Plan are
minimal.
The Board believes that the Plan has proven effective in
accomplishing both the enhancement of long-term stockholder value
and the retention of quality personnel. Contrary to the assertion
in the proposal, a properly structured compensation program,
especially one which aligns management and stockholder interests,
should increase stockholder value and not cause an undervaluation.
As evidenced by the Total Stockholder Return Index on page 17, the
Company has, over time, improved stockholder value relative to the
S&P 500 and the Company's peers in the S&P Food Group. In addition,
there has been no attrition among the Company's senior management
(except by retirement) since inception of the Plan.
Finally, the Board notes that the Plan was submitted to, and
overwhelmingly approved by, the Company's stockholders at their
1988 annual meeting. The Board believes that the reasons for
supporting the Plan at that time remain valid today and,
accordingly, elimination of the Plan would be detrimental to the
Company and its stockholders.
A vote AGAINST this proposal is therefore recommended by the
Board of Directors.
<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
Committee, he is not present during deliberations of his base
salary or 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.
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 salary surveys,
each of which contains a broad base of consumer goods companies.
Each salary survey contains several of the thirteen companies also
included in the Standard & Poor's ("S&P's") Food Group, to which
the Company compares its total stockholder return (see Total
Stockholder Return Index on page 17), but since no one survey uses
only S&P Food Group companies, this method of comparison assures
salary ranges that are competitive with a broader spectrum of
consumer goods companies with which the Company competes for
management talent. 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.
Actual base salary determinations are made periodically, and
within the established ranges, 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.
<PAGE>
The Committee administers the salary of the CEO and 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 October 24,
1995, after reviewing the Compensation Manager's report and the
Company's overall performance during the previous year, the
Committee concluded that increasing the CEO's base salary
by 5.26% to $500,000 per year was appropriate and justified. The
increase was effective January 1, 1996. While the Committee has
recommended an increase annually, the CEO last accepted an increase
in base salary in March 1993.
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 1995 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 1995 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 1995 will be determined and granted by
the Committee in mid-February 1996 and will be reported in the
Company's next proxy statement.
The EICP adopted for 1994 had a corporate performance element
consistent with the 1995 Plan stated above. The Committee
determined at its meeting of February 15, 1995 that 1994
performance exceeded the targets for the corporate element. Awards
made thereunder to the CEO, the next four highest-compensated
executive officers and one retired executive officer are shown in
column (d) of the Summary Compensation Table on page 18 as 1994
compensation.
An EICP for 1996 was adopted by the Board of Directors at its
meeting of October 24, 1995. Any awards under that Plan will be
determined and granted in mid-February, 1997.
Participants may defer any portion or all of their EICP award
and have such amounts credited to their deferral account as share
units and/or money credits in accordance with procedures set forth
in the Plan document. (See description under the MIP for deferral
opportunities).
<PAGE>
Management Incentive Plan
The MIP, established in 1988 and effective for a ten-year
period, is an omnibus plan designed 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 1995 under three MIP
award programs for performance in the prior fiscal year. All awards
of restricted stock under the MIP programs are at the fair market
value at the time of the award.
As with the EICP, awards made under any of the various
programs of the MIP may be deferred in whole or in part pursuant to
written elections made by the participants prior to the
commencement of the plan year.
Awards, if any, to be granted in 1996 for fiscal year 1995
performance will be made under the programs described below:
Long-Term Stock Grant Program. The Long-Term Stock Grant
Program, established in January 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 date the shares were awarded, 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 deferral,
participants may transfer such deferral to other investment
options under the trust.
On February 15, 1995 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 1990-1994, the Company's performance
exceeded target. Awards granted for the 1990-1994 cycle to the
CEO, the next four highest-compensated executive officers and
one retired executive officer appear in column (e) of the
Summary Compensation Table on page 18 as 1994 compensation.
Awards for the transitional five-year cycle 1991-1995, if
any, will be determined by the Committee at its meeting in
mid-February 1996 and any awards granted will be reported in
the next proxy statement. A Long-Term Stock Grant opportunity
for the performance cycle 1995-1999 was also approved by the
Committee on February 15, 1995 and is indicated in the
Long-Term Incentive Plan table on page 20.
<PAGE>
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, the next four
highest-compensated executives and one retired executive
officer on February 15, 1995 for fiscal year 1994 appear in
column (e) of the Summary Compensation Table on page 18 as
1994 compensation. Awards for services in 1995 will be
determined in mid-February 1996 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 Special Investment and Savings Plan for
Wrigley Employees, 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, the next four
highest-compensated executive officers and one retired
executive officer for 1995 were made on January 8, 1996 and
are reflected in column (e) of the Summary Compensation Table
on page 18 as 1995 compensation.
In 1988, the Committee implemented a 1988 Stock Option
Program. No stock options have been granted since 1988. For options
exercised in 1995, refer to the table on page 20 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.
Deductibility of Executive Compensation
During 1995, the Committee reviewed and considered the issues
involved with respect to the $1 million deduction cap of Internal
Revenue Code Section 162(m) 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 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 1995 was fully deductible
for federal income tax purposes.
With the addition of Mr. Gary E. Gardner to the Committee on
March 9, 1995, the Compensation Committee has consisted of the
following directors during the past year:
Robert P. Billingsley, Chairman
Charles F. Allison
Lee Phillip Bell
Gary E. Gardner
William Wrigley (Ex-Officio, Non-Voting
Member)
<PAGE>
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. Please note that the graph is
a five-year historical graph and, as such, is not indicative of
future performance relative to the Indexes.
TOTAL STOCKHOLDER RETURN
<TABLE>
<CAPTION>
MEASUREMENT PERIOD S&P FOOD
(FISCAL YEAR COVERED) WRIGLEY S&P 500 GROUP
<S> <C> <C> <C>
1990 100 100 100
1991 162 130 146
1992 200 140 146
1993 276 155 134
1994 315 157 149
1995 342 215 190
</TABLE>
<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, the next four most highly compensated
executive officers and one executive officer who retired in 1995.
Summary Compensation Table
<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 1995 $475,000 -- $ 23,750 $ 6,860
President & CEO 1994 475,000 $427,500 722,750 6,860
1993 463,750 417,375 564,210 9,219
John F. Bard 1995 276,583 -- 13,829 9,744
Senior Vice President 1994 261,000 194,445 255,509 8,560
1993 245,000 181,300 239,303 10,582
Douglas S. Barrie 1995 352,500 -- 17,625 24,762
Group Vice President -- 1994 324,833 232,905 325,038 24,675
International 1993 299,416 219,173 301,241 35,089
Ronald O. Cox 1995 298,500 -- 14,925 11,804
Group Vice President -- 1994 276,500 160,923 289,358 10,933
Marketing 1993 257,666 188,612 267,396 15,189
R. Darrell Ewers* 1995 261,417 -- 13,071 45,706
Executive Vice 1994 376,500 257,903 402,900 38,547
President 1993 351,500 261,516 372,217 56,596
Martin J. Geraghty 1995 253,000 -- 12,650 11,813
Senior Vice President -- 1994 240,250 163,851 309,644 11,365
Manufacturing 1993 226,667 163,880 270,936 15,426
- ----------------------------------------------------------------------------------------------------
</TABLE>
(1) While each of the 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 1993 and 1994 performance were determined
and paid in 1994 and 1995, respectively. Awards to be paid
for 1995 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 1996, and reported
in the next proxy statement.
(3) The figures in column (e) for 1995 represent the fair market
value of awards of restricted stock (prior to any deduction for
withholding taxes) made in January 1996 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 1995 services and the value of awards to be made
under the Long-Term Stock Grant Program for the transitional
five year performance cycle ending December 31, 1995 for
Company performance since 1991 as indicated in the Total
Stockholder Return Index on page 17. Awards for 1995 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 1996 and
reported in the next proxy statement.
<PAGE>
(4) The figures in column (e) for 1994 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, 1994. The awards for 1994 service under the
latter two programs were determined and awarded by the
Compensation Committee on February 15, 1995. The award under
the Alternate Investment and Savings Program was made in
January, 1995 for 1994 service.
(5) The figures in column (e) for 1993 reflect the fair market
value of the restricted shares awarded in January 1994 under
the Alternate Investment and Savings Program for 1993 services,
and the awards made in mid-February 1994 under the Stock Award
Program for 1993 services and the Long-Term Stock Grant Program
for the transitional five-year performance cycle ending
December 31, 1993.
The aggregate number and dollar value of restricted shares
(net of any shares that may have been withheld for tax
purposes) accumulated from the inception of the Stock Award
Program, the Alternate Investment and Savings Program and the
Long-Term Stock Grant Program and held at December 31, 1995 are
as follows: William Wrigley, 132,505 shares and 11,010 share
units ($7,534,538); John F. Bard, 9,693 shares and 6,225 share
units ($835,695); Douglas S. Barrie, 12,438 shares and 5,805
share units ($957,758); Ronald O. Cox, 16,171 shares and 5,519
share units ($1,138,725); R. Darrell Ewers, 13,992 shares and
12,167 share units ($1,373,348); and Martin J. Geraghty,
21,701 shares ($1,139,303). 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. Shares awarded under the
Long-Term Stock Grant Program are restricted for a period of
one year following award. Shares awarded under the Stock Award
Program and the Alternate Investment and Savings Program are
restricted until one year following termination of employment,
unless due to death or retirement.
(6) Includes the value of corporate-paid life insurance premiums
under the Senior Executive Life Insurance Plan, interest earned
during the year on sums accumulated since 1984 in deferred
compensation accounts to the extent such interest was in excess
of certain long-term rates prescribed by the Internal Revenue
Code, any pay in lieu of vacation, and any director's fees for
services as a non-employee director.
For the last completed fiscal year, the value of
corporate-paid life insurance premiums and above-market rate
of interest 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 $4,769; Douglas S. Barrie, $6,221 and $18,540;
Ronald O. Cox, $3,391 and $8,413; R. Darrell Ewers, $6,561 and
$30,812; and Martin J. Geraghty, $4,040 and $2,908. In
addition, Mr Geraghty received $4,865 in lieu of vacation and
Mr. Ewers received $8,333 for services as a
non-employee director following his retirement as Executive
Vice President on August 31, 1995.
* Mr. Ewers will be eligible to receive a pro rata share of any
awards made under the Executive Incentive Compensation Plan,
the Long-Term Stock Grant Program for the transitional
five-year cycle ending December 31, 1995, and the Stock Award
Program for services rendered through August 1995. The pro rata
award under the Alternate Investment and Savings Program for
1995 services is included in column (e) as 1995 compensation.
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 $11.208 per share, the fair
market value of the stock on the day prior to the grant date.
The options have a ten-year term and were granted in tandem with
stock appreciation rights (SARs) intended to provide funds
necessary to exercise the options and pay tax liabilities. The
grant of these options constitutes 100% of all options and SARs
granted to all employees.
The following table sets forth the number of options/SARs and
the dollar value of such unexercised options at year end for the
executive officers named in the Summary Compensation Table on page
18.
<PAGE>
Aggregated Option/SAR Exercises in Last Fiscal Year and FY-End Option/SAR
Values
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------
(a) (b) (c) (d) (e)
Value of
Number of Unexercised
Unexercised In-the-Money
Options/SARs Option/SARs
at FY-End(#) at FY-End($)
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 $1,890,000
Ronald O. Cox -- -- 36,000 1,890,000
R. Darrell Ewers 8,000 $263,336 -- --
Martin J. Geraghty -- -- 30,000 1,575,000
- ------------------------------------------------------------------------------
</TABLE>
(1) All outstanding options are fully exercisable.
(2) Mr. Wrigley exercised his options prior to January 1, 1993.
(3) Mr. Bard joined the Company in 1990 and therefore was not
eligible for any stock options under the 1988 Program.
Long-Term Stock Grant Program
The following table reflects threshold, target and maximum
stock grant opportunities under the Long-Term Stock Grant Program
for the five-year performance cycle of January 1, 1995 through
December 31, 1999.
Long-Term Incentive Plans -- Awards in Last Fiscal Year
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------
Estimated Future Payouts under
Non-Stock Price-Based Plans*
--------------------------------------------
(c)
(b)* Performance
Number of or Other
Shares, Units Period Until (d) (e) (f)
(a) or Other Maturation or Threshold Target Maximum
Name Rights(#) Payout ($ or #) ($ or #) ($ or #)
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
William Wrigley 1995-1999 3,135 6,270 9,405
John F. Bard 1995-1999 1,435 2,870 4,305
Douglas S. Barrie 1995-1999 1,785 3,570 5,355
Ronald O. Cox 1995-1999 1,520 3,040 4,560
R. Darrell Ewers** 1995-1999 275 550 825
Martin J. Geraghty 1995-1999 1,320 2,640 3,960
- -------------------------------------------------------------------------------------------------------
</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 15.
** Mr. Ewers' award opportunities are prorated based on eligible
service during the five-year cycle.
<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>
<CAPTION>
Eligible Years of Service
<S> <C> <C> <C> <C> <C>
- -------------------------------------------------------------------------------------
Remuneration 15 20 25 30 35
- --------------------------------------------------------------------------------------------
$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,
the next four most highly compensated executive officers and one
retired executive officer are set forth in column (c) in the
Summary Compensation Table on page 18. The credited years of
service as of December 31, 1995 for each named executive officer
are as follows: William Wrigley-39; John F. Bard-5; Douglas S.
Barrie-13; Ronald O. Cox-17; R. Darrell Ewers-17; and Martin J.
Geraghty-33.
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 $120,800), 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 March 9, 1995, the members of the Compensation
Committee were Charles F. Allison III, Robert P. Billingsley, Lee
Phillip Bell, Gary E. Gardner 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. Mr. William Wrigley is a director of the Foundation.
The agreement provided that the Company would 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
<PAGE>
Company 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 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 were purchased
on March 31, 1995 and June 30, 1995 at prices of $45.88 per share
and $44.81 per share, respectively. Shares repurchased by the
Company under this agreement have been 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.
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
1995 all filing requirements applicable to its executive officers,
directors and 10% holders were complied with, except for one
transaction which was inadvertently excluded from an otherwise
timely filing by Dushan Petrovich, Vice President -- Treasurer, and
one report covering one transaction by the spouse of Christafor E.
Sundstrom, Vice President -- Corporate Development.
STOCKHOLDER PROPOSALS FOR 1997 ANNUAL MEETING
If any stockholder intends to present a proposal to be
considered for action at the 1997 Annual Meeting, the proposal must
be in proper form and received by the Secretary of the Company on
or before October 9, 1996 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 6, 1996
<PAGE>
<TABLE>
<S><C>
/X/ Please mark your votes as in this example 6700
This proxy form represents all shares of Wrigley stock (both Common and Class B Common) held in the registration
indicated below.
For employee stockholders, this includes your shares held in the savings plan.
The Board of Directors recommends a vote FOR Items 1 and 2. The Board of Directors recommends
a vote AGAINST Item 3.
FOR WITHHELD 2. Appointment FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN
1. Election of of Auditors 3. Stockholder
Directors / / / / (see reverse) / / / / / / Proposal / / / / / /
(see reverse) (see reverse)
* For all nominee(s) except vote withheld from the following:
__________________________________
Change of
Address
(see reverse)
/ /
Note: Please sign exactly as name appears on this form. Joint
owners should each sign personally. Corporation proxies
should be signed by an authorized officer. Executors,
administrators, trustees, etc. should so indicate when
signing.
______________________________________________________
______________________________________________________
SIGNATURE(S) DATE
- ---------------------------------------------------------------------------------------------------------------------------------
FOLD AND DETACH HERE
</TABLE>
[Wm. WRIGLEY Jr. Company Letterhead]
February 6, 1996
Dear Stockholder:
You are cordially invited to attend the 93rd Annual Meeting of
Stockholders of the Wm. Wrigley Jr. Company, which will be held in
the Wrigley Building, 410 N. Michigan Avenue, Chicago, Illinois, at
9:00 a.m., on Wednesday, March 6, 1996.
The accompanying Notice of Annual Meeting of Stockholders and Proxy
Statement describe the items to be considered and acted upon by the
stockholders.
Whether or not you plan to attend this meeting, please sign, date
and return your proxy form above as soon as possible so that your
shares can be voted at the meeting in accordance with your
instructions. If you attend the meeting, you may revoke your proxy,
if you wish, and vote personally. It is very important that your
stock be represented.
Sincerely,
William Wrigley
WILLIAM WRIGLEY
President and
Chief Executive Officer
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<S><C>
WM. WRIGLEY JR. COMPANY PROXY FORM
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR THE ANNUAL MEETING ON MARCH 6, 1996.
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, FOR THE APPOINTMENT OF AUDITORS, AND AGAINST
PROPOSAL 3.
The stockholder represented herein appoints 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 6,
1996, at 9:00 a.m, and at any adjournment thereof, as specified in this proxy. The proxies are authorized in their discretion to
vote upon such other business as may properly come before the meeting.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITEMS 1 AND 2. THE BOARD OF DIRECTORS RECOMMENDS
A VOTE AGAINST ITEM 3.
1. ELECTION OF DIRECTORS 2. APPOINTMENT OF AUDITORS 3. STOCKHOLDER PROPOSAL
THE nominees are: To ratify the appointment of (see Proxy Statement, page 11)
Charles F. Allison III, Douglas S. Barrie, independent auditors, Ernst
Lee Phillip Bell, Robert P. Billingsley, & Young LLP, for the year
Gary E. Gardner, Penny Pritzker, Richard K. ending December 31, 1996.
Smucker, William Wrigley and William Wrigley, Jr.
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).
- ----------------------------------------------------------------------------------------------------------------------------------
FOLD AND DETACH HERE
</TABLE>
TO MAKE SURE THAT YOUR VOTE ARRIVES AT OUR TABULATOR IN TIME TO BE
COUNTED, YOU MAY WISH TO VOTE BY PHONE OR BY FACSIMILE.
TO VOTE BY PHONE (TOUCH TONE):
1) HAVE YOUR PROXY CARD HANDY.
2) CALL FIRST CHICAGO TRUST AT 800-OK 2 VOTE.
3) FOLLOW THE AUTOMATED INSTRUCTIONS.
TO VOTE BY FACSIMILE:
1) MAKE A COPY OF BOTH SIDES OF YOUR PROXY CARD.
2) FAX THEM TO FIRST CHICAGO TRUST AT 312-407-3021
