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Wm. WRIGLEY Jr. Company
Wrigley Building - 410 N. Michigan Avenue - Chicago,
Illinois 60611
NOTICE OF ANNUAL MEETING
To the Stockholders:
The Annual Meeting of Stockholders of the Wm. Wrigley Jr.
Company, a Delaware corporation, will be held in the Wrigley
Building, 410 N. Michigan Avenue, Chicago, Illinois, on Tuesday,
March 3, 1998, at 9:00 a.m., Central Standard Time, for the
following purposes:
1. To elect the full Board of ten directors;
2. To ratify the appointment of independent auditors for the
year ending December 31, 1998; and
3. To transact such other business as may properly come before
the Annual Meeting and any adjournments thereof.
Stockholders of record at the close of business on January 15,
1998 are entitled to notice of and to vote at the Annual Meeting
and any adjournments thereof.
Your copy of the 1997 Annual Report of the Wm. Wrigley Jr.
Company is enclosed.
YOU CAN HELP YOUR COMPANY PREPARE FOR THE ANNUAL 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 3, 1998
YOUR VOTE IS IMPORTANT. WHETHER YOU OWN ONE SHARE OR MANY, YOUR
PROMPT COOPERATION IN RETURNING YOUR SIGNED PROXY IS GREATLY
APPRECIATED.
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PROXY STATEMENT FOR
ANNUAL MEETING OF STOCKHOLDERS OF THE
WM. WRIGLEY JR. COMPANY
TO BE HELD ON MARCH 3, 1998
TABLE OF CONTENTS
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PAGE
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General..................................................... 1
Proposal 1 -- Election of Directors......................... 2
Security Ownership of Directors and Executive Officers.... 5
Security Ownership of Certain Beneficial Owners........... 6
Meetings and Committees of the Board...................... 7
Compensation of Directors................................. 7
Proposal 2 -- The Ratification of the Appointment of Ernst &
Young LLP as Independent Auditors......................... 9
Executive Compensation...................................... 10
Compensation Committee Report on Executive Compensation... 10
Five-Year Total Stockholder Return........................ 13
Summary Compensation Table................................ 14
Stock Options and Stock Appreciation Rights............... 16
Long-Term Stock Grant Program............................. 16
Pension Plan.............................................. 16
Stockholder Proposals for 1999 Annual Meeting of
Stockholders.............................................. 17
Other Business.............................................. 17
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PROXY STATEMENT
FOR THE
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD AT 9:00 A.M., MARCH 3, 1998
GENERAL
SOLICITATION OF PROXIES. The accompanying proxy is solicited
by and on behalf of the Board of Directors (the "Board") of the Wm.
Wrigley Jr. Company (the "Company") in connection with the Annual
Meeting of Stockholders (the "Annual Meeting") to be held at 9:00
a.m. on Tuesday, March 3, 1998, and at any adjournments thereof.
The principal executive offices of the Company are located in the
Wrigley Building, 410 N. Michigan Avenue, Chicago, Illinois 60611.
This proxy statement, the enclosed proxy and a copy of the
Company's Annual Report to Stockholders for the fiscal year ended
December 31, 1997 are being mailed on or about February 3, 1998, to
stockholders of record as of January 15, 1998.
COSTS OF SOLICITATION. The costs of soliciting 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 the
Company's Common and Class B Common Stock.
OUTSTANDING VOTING SHARES. Stockholders of record at the close
of business on January 15, 1998 will be entitled to notice of and
to vote at the Annual Meeting. As of January 15, 1998, there were
92,553,683 shares of Common Stock and 23,663,335 shares of Class B
Common Stock outstanding and entitled to notice and to vote. 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
presented to the stockholders.
VOTE REQUIRED FOR APPROVAL. Shares of both classes of Common
Stock will vote together as a single class with respect to the
election of directors and the ratification of appointment of
independent auditors. Under the Company's By-laws, the election of
directors and the ratification of the appointment of independent
auditors each requires the affirmative vote of a majority of the
votes entitled to be cast by holders of shares represented at the
Annual Meeting in person or by proxy. Votes may be cast by a
stockholder in favor of the nominees or withheld. Votes may be cast
by a stockholder in favor of or against the 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 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.
VOTING YOUR PROXY. Proxies in the accompanying form, properly
executed and received by the Company prior to the Annual Meeting
and not revoked, will be voted as directed. In the absence of
direction from the stockholder, properly executed proxies received
prior to the Annual Meeting will be voted FOR the election of all
nominees for director 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 Annual Meeting and voting your shares in person.
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PROPOSAL 1
ELECTION OF DIRECTORS
The annual election of the Board will take place at the Annual
Meeting. At its meetings held August 27, 1997 and January 28, 1998,
upon the recommendation of the Nominating Committee, the Board of
Directors increased the size of the Board from nine to ten and from
ten to eleven, respectively. Dr. Steven B. Sample was elected to
fill the vacancy created by the August increase and Mr. Alex
Shumate was elected to fill the vacancy created by the January
increase. Mr. Robert P. Billingsley, who has reached mandatory
retirement age, is not standing for reelection at the March 3, 1998
Annual Meeting of Stockholders. Given the effect of the
retirement, the Board of Directors also approved at its January 28
meeting the recommendation of the Nominating Committee that ten
directors be elected for the ensuing year at the March 3, 1998
Annual Meeting.
Each of the ten nominees, if elected, will serve on the Board
until the next annual meeting or until their successors shall be
duly elected and qualified in accordance with the By-laws. All
nominees are presently members of the Board. If any of the ten
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 or the
proxy committee. Management has no reason to believe that any of
the nominees named below will be unable to serve.
Approval of the nominees for election to the Board 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 Annual Meeting in
person or by proxy, voting together as one class.
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CHARLES F. ALLISON III
photo Allison III Mr. Allison, 69, a Director of the
Company since 1980, is
Partner of Counsel to Booz-Allen &
Hamilton, Inc., a management consulting
firm where he has been a member since
1958. Mr. Allison is Chairman of the
Audit Committee and a
member of the Compensation Committee.
DOUGLAS S. BARRIE
photo Barrie Mr. Barrie, 64, a Director of the
Company since 1996, was
Group Vice President-International from 1984 to 1996 and has
been Group Vice President since 1996.
LEE PHILLIP BELL
photo Bell Mrs. Bell, 69, a Director of the Company since 1981, has,
since 1980, been a Director of Bell-Phillip Television
Productions, Inc., a producer of television dramas. Mrs.
Bell is a member of the Compensation and Nominating
Committees.
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THOMAS A. KNOWLTON
photo Knowlton Mr. Knowlton, 51, a Director of the Company since 1996, has
been Executive Vice President of the Kellogg Company, a
worldwide manufacturer of ready-to-eat cereal products and
convenience foods, since January 1992 and was named
President-Kellogg North America in 1994. Mr. Knowlton
succeeded Mr. Billingsley as Chairman of the Compensation
Committee on January 28, 1998 and is also a member of the
Audit Committee.
PENNY PRITZKER
photo Pritzker Ms. Pritzker, 38, a Director of the Company since 1994, has
been President of Classic Residence by Hyatt, an affiliate
of Hyatt Corporation, since 1987 and President of Penguin
Group L.P., which acquires and develops real estate. Ms.
Pritzker is also a private investor and a Director of
Coast-to-Coast Financial Corporation. Ms. Pritzker is a
member of the Compensation and Nominating Committees.
STEVEN B. SAMPLE
photo Sample Dr. Sample, 57, a Director of the Company since 1997, has
been President of the University of Southern California
since 1991. Dr. Sample is a director of Presley Companies
and Unova, Inc. Dr. Sample is a member of the Audit and
Nominating Committees.
ALEX SHUMATE
photo Shumate Mr. Shumate, 47, a Director of the Company since 1998, has
been a partner of the law firm Squire, Sanders & Dempsey,
Columbus, Ohio, since 1988. Mr. Shumate is also a Director
of Banc One Corporation and Intimate Brands, Inc. Mr.
Shumate is a member of the Audit Committee.
RICHARD K. SMUCKER
photo Smucker Mr. Smucker, 49, a Director of the Company since 1988, has
been President and a Director of The J.M. Smucker Company, a
manufacturer of food spreads and food spread-related items,
since 1987 and 1975, respectively. Mr. Smucker is also a
Director of The Sherwin-Williams Company and International
MultiFoods, Inc. Mr. Smucker is Chairman of the Nominating
Committee and a member of the Audit Committee.
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WILLIAM WRIGLEY
photo Wrigley Mr. Wrigley, 65, a Director of the Company since 1960, has
been President and Chief Executive Officer of the Company
since 1961. Mr. Wrigley is also a Director of Texaco Inc.
and American Home Products Corporation. Mr. Wrigley is a
non-voting, ex officio member of the Audit, Compensation and
Nominating Committees.
WILLIAM WRIGLEY, JR.
photo Wrigley Mr. Wrigley, 34, 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. Mr. Wrigley is
also a Director of The J.M. Smucker Company. William
Wrigley, Jr. is the son of William Wrigley.
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YOUR BOARD RECOMMENDS THAT STOCKHOLDERS
VOTE FOR ALL DIRECTORS.
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SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth the beneficial ownership of
Company Common Stock, as of January 15, 1998, for each director and
nominee, the Chief Executive Officer, the next four most highly
compensated executive officers, and for all directors and executive
officers as a group.
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TOTAL
CLASS B STOCK AND
COMMON STOCK COMMON STOCK BASED
NAME COMMON STOCK(1) UNITS(2) STOCK* HOLDINGS(3)
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Charles F. Allison III 20,524(4) 12,388 6,648(4) 39,560
Douglas S. Barrie 27,359 20,292 1,218 48,869
Lee Phillip Bell 59,750(5) 14,264 8,562 82,576
Thomas A. Knowlton 500 773 -0- 1,273
Penny Pritzker 200 4,291 -0- 4,491
Steven B. Sample 1,000 315 -0- 1,315
Alex Shumate 100 -0- -0- 100
Richard K. Smucker 3,604 11,631 -0- 15,235
William Wrigley 21,902,610(6) 55,473 12,854,508(6) 34,812,591
William Wrigley, Jr. 11,778 1,319 6,884 19,981
John F. Bard 9,693 13,508 -0- 23,201
Ronald O. Cox 35,496(7) 17,413 6,796 59,705
Martin J. Geraghty 70,420(8) 2,112 7,571 80,103
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All directors and executive
officers as a group (30) 22,273,021(9) 208,457 12,907,494(9) 35,388,972
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</TABLE>
(1) Includes restricted shares held by directors and executive
officers over which they have voting power but not investment
power, shares held directly or in joint tenancy, shares held
in trust by broker, bank or nominee or other indirect means
and over which the individual or member of the group has sole
or shared voting and/or investment power. Unless otherwise
noted, each individual or member of the group has sole voting
and investment power with respect to the shares shown. No
director or executive officer, except Mr. William Wrigley,
owns more than one tenth of one percent of the total
outstanding shares of either class of Common Stock. Mr.
William Wrigley beneficially owns 23.66% of the shares of
Common Stock outstanding and 54.32% of the shares of Class B
Common Stock outstanding.
(2) Includes the non-voting share units credited to the account of
the named individual or members of the group, as applicable,
under the Stock Deferral Plan for Non-Employee Directors
(formerly called the Stock Retirement Plan for Non-Employee
Directors), a complete description of which is set forth under
the heading "Compensation of Directors" or pursuant to
deferred compensation elections under the Company's other
compensation plans.
(3) Includes the sum of Common Stock, Common Stock Units and Class
B Common Stock and represents the aggregate of the
individual's Common Stock holdings assuming distribution of
Common Stock Units as Common Stock and conversion of all Class
B Common Stock to Common Stock.
(4) Includes 8,977 shares of Common Stock and 3,048 shares of
Class B Common Stock over which Mr. Allison has shared voting
and investment power.
(5) Includes 6,000 shares of Common Stock held by the Bell Family
Foundation, over which shares Mrs. Bell has shared investment
and voting power, and 6,000 shares held by her husband.
(6) Includes 21,002,727 shares of Common Stock and 11,537,000
shares of Class B Common Stock held by various trusts, a
corporation and a nonprofit corporation. Mr. Wrigley has sole
voting and investment power over the shares listed with the
exception of 397,093 shares of Common Stock and 195,264 shares
of Class B Common Stock over which Mr. Wrigley has shared
voting power and 2,003,197 shares of Common Stock and 912,048
shares of Class B Common Stock over which Mr. Wrigley has
shared investment power. Of the total shares shown for Mr.
Wrigley, he disclaims any beneficial interest in 9,220,457
shares of Common Stock and 4,689,598 shares of Class B Common
Stock.
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(7) Includes 85 shares of Common Stock held by Mr. Cox's wife.
(8) Includes 131 shares of Common Stock held by Mr. Geraghty's
wife.
(9) Includes 2,037,289 shares of Common Stock and 917,880 shares
of Class B Common Stock over which members of the group share
voting or investment power.
* 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 32.97%, and
33.36% for all directors and executive officers 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.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
As of January 15, 1998, the Company's records and other
information made available by outside sources indicated that the
following stockholders were beneficial owners of more than five
percent of the outstanding shares of the Company's Common Stock or
Class B Common Stock.
- -----------------------------------------------------------------
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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 PERCENT OF CLASS SHARES PERCENT 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 4,894,567 5.29 2,662,469 11.25
William Wrigley(2)
410 N. Michigan Avenue
Chicago, Illinois 60611 21,902,610 23.66 12,854,508 54.32
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</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 power over 771,120 shares of Common Stock;
James S. Offield has sole voting and investment power
over 1,660 shares of Common Stock and 54,002 shares of
Class B Common Stock; and Paxson H. Offield has sole
voting and investment power over 86,701 shares of Common
Stock and 10,299 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 power
over 2,895,990 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 power over 195,196 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 power over 1,327,536 shares of
Common Stock and 655,200 shares of Class B Common Stock
held in various family trusts. Of their total
shareholdings, Edna Jean Offield disclaims beneficial
ownership of 2,895,313 shares of Common Stock held in the
trusts and by the foundation and 1,884,480 shares of
Class B Common Stock held in the trusts; James S. Offield
disclaims beneficial ownership of 2,595,553 shares of
Common Stock held in various family trusts and by the
foundation and 1,441,752 shares of Class B Common Stock
held in various family trusts; and Paxson H. Offield
disclaims beneficial ownership of 2,431,157 shares of
Common Stock held in various family trusts and by the
foundation and 1,214,904 shares of Class B Common Stock
held in various family 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
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shares of Common Stock on a share-for-share basis. In such
event, the percentage of Common Stock beneficially owned would
be 7.94% for the Offield Family and 32.97% for William
Wrigley.
In addition to the above listed shareholders, Putnam Fiduciary
Trust Company holds 3,633,595 shares (3.93%) of Common Stock and
664,829 shares (2.81%) of Class B Common Stock as Trustee (the
"Trustee") under the Special Investment and Savings Plan for
Wrigley Employees (the "SISP"). In accordance with the terms of the
SISP, the Trustee must vote the shares as directed by proxies
submitted by participants.
MEETINGS AND COMMITTEES OF THE BOARD
The Board has three standing Committees: Audit, Compensation
and Nominating.
Audit Committee. This Committee has five non-employee
independent directors and met three times in 1997. It annually
recommends to the Board the appointment of independent auditors and
reviews with the auditors the plan and scope of the audit and audit
fees; reviews the guidelines established for the dissemination of
financial information; meets periodically with the independent and
internal auditors, the Board and management to monitor the adequacy
of reporting and internal controls; reviews consolidated financial
statements; and performs any other functions or duties deemed
appropriate by the Board.
Compensation Committee. This Committee has five
non-employee independent directors and met four times in 1997. 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 Chief Executive Officer; determines annually whether
or not an Executive Incentive Compensation Program should be
established for that year; sets and administers the terms and
policies of the Company's Management Incentive Plan (and underlying
programs); reviews and submits recommendations to the Board
regarding employee benefit plans generally; and performs any other
functions or duties as deemed appropriate by the Board.
Nominating Committee. This Committee has four
non-employee independent directors and met twice in 1997. It
considers and proposes director nominees for election at the Annual
Meeting; selects candidates to fill Board vacancies as they may
occur; makes recommendations to the Board regarding Board committee
memberships; and performs any other functions or duties deemed
appropriate by the Board.
The Nominating Committee will accept for consideration
stockholders' nominations for 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 6, 1998 in order to be considered
for the next annual election of directors.
During 1997 there were five meetings of the Board. All
directors attended at least 75% of the meetings of the Board and of
the committees of which they were members.
COMPENSATION OF DIRECTORS
For 1997, non-employee directors received an annual cash
retainer of $25,000. In January 1998, the annual cash retainer was
increased to $28,000. Each Board committee member receives an
annual retainer of $3,500. Each Board committee chair receives an
additional annual retainer of $5,000. There are no additional fees
for attending Board and Board committee meetings. All or a portion
of the annual cash retainer received by the non-employee Director
may be deferred in cash or stock. Directors who are employees of
the Company receive no compensation for services as Directors.
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 total retainer fees. Such deferred amounts are
generally distributed at the earlier of age 70 or retirement in a
lump sum or in equal annual installments over a period
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not to exceed fifteen years, or in a combination thereof at the
Director's election. Deferred amounts may be invested, 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 funds offered by the plan trustee.
The Stock Deferral Plan for Non-Employee Directors has been in
effect since 1988. This plan is designed not only to provide a
deferred benefit for non-employee directors, but also to increase
the Directors beneficial ownership in the Company and more closely
tie their interest in the long-term growth and profitability of the
Company with that of the stockholders. Following the conclusion of
each business year there is credited to the deferred stock accounts
of 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 such year. 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 credits non-employee
directors share units over the first ten years of service.
Participants have the option to receive upon retirement actual
shares 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 315 share units on January
5, 1998. The aggregate number of share units accumulated by each
non-employee director from the inception of the plan in 1988 is
included in the "Total" column in the table under the heading
"Security Ownership of Directors and Executive Officers" on page 5.
The Company 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 to fund the cost of the plan. All
non-employee directors participate in this plan.
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PROPOSAL 2
THE RATIFICATION OF APPOINTMENT OF ERNST & YOUNG LLP
AS INDEPENDENT AUDITORS
At its meeting of October 29, 1997, the Audit Committee
recommended the appointment of Ernst & Young LLP as independent
auditors for the year ending December 31, 1998. At a meeting of the
Board on January 28, 1998, the directors accepted the
recommendation of the Audit Committee and appointed Ernst & Young
LLP, subject to ratification by the stockholders, to examine the
1998 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 Annual
Meeting in person or by proxy, voting together as one class.
It is expected that representatives of Ernst & Young LLP will
attend the Annual Meeting and be available to make a statement or
respond to appropriate questions.
YOUR BOARD RECOMMENDS THAT STOCKHOLDERS VOTE FOR THE
APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT
AUDITORS.
9
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EXECUTIVE COMPENSATION
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board (the "Committee") is
responsible for establishing the base salary of the Company's
President and Chief Executive Officer and for setting and
administering the terms and policies of the Company's Management
Incentive Plan ("MIP").
Compensation Principles
The Committee believes that the most effective executive
compensation program is one that provides incentives to achieve
specific annual, long-term and strategic goals of the Company, with
the ultimate objective of enhancing stockholder value. The
Committee believes executive compensation should include 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 to ensure the
Company remains competitive and maintains its ability to attract
and retain superior key employees.
Annual executive cash and incentive-based equity compensation
is structured to encourage achievement, initiative and teamwork.
Also, ownership and retention of the Company's Common Stock by key
employees helps to more directly align their interests with those
of the stockholders.
Base Salaries
The Committee sets the base salary, incentive and any other
compensation of the President and Chief Executive Officer. The base
salaries of the Company's next four most highly compensated senior
executive officers are determined by the President and Chief
Executive Officer. The same principles used in setting the base
salary range of the Chief Executive Officer and the other senior
executive officers are also used for all other salaried employees
to ensure that salaries are fairly and competitively established.
Base salary ranges are determined for each position using three
criteria: accountability, know-how, and problem-solving ability.
These ranges are then compared to independently obtained salary
surveys. Base salary ranges are designed so that salary
opportunities for a given position will be between 80% and 120% of
the competitive average base salaries.
The Committee administers Mr. Wrigley's salary and receives an
annual analysis from the Company's Compensation Manager on all
aspects of Mr. Wrigley's remuneration and its relationship to the
comparative survey data. During its review, the Committee primarily
considers the Company's overall performance (including 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. The Committee
at its meeting of October 29, 1997, after reviewing the
Compensation Manager's report and the Company's preliminary 1997
performance, authorized a 10% increase in Mr. Wrigley's annual base
salary, to $550,000, which is effective February 1, 1998. The
Committee has recommended an increase each year, but Mr. Wrigley
last accepted an increase on January 1, 1996.
Management Incentive Plan
The 1997 Management Incentive Plan (the "MIP") is a flexible
omnibus plan, consisting of several programs (the "MIP Programs")
designed to provide the Committee with various equity-based
incentive compensation tools to promote achievement by key
employees and allow them to participate in the long-term growth and
profitability of the Company. As considered appropriate by the
Committee, it may grant participants shares of the Company's Common
Stock, share units, stock options, stock appreciation rights,
performance units, or any combination; establish any conditions or
restrictions; and provide for deferral pursuant to written
elections made by the participants prior to the commencementof a
plan year or cycle.
Any award of stock under the MIP Programs is at the fair
market value at the time of the award. Stock grants were awarded by
the Committee in January and February 1997, under three MIP
Programs for the 1996 fiscal year performance or the five year
performance cycle ending in 1996. Awards, if any, to be
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granted in January or February 1998 for 1997 fiscal year
performance or the five year performance cycle ending in 1997 will
be made under the programs of the 1997 MIP described below (or
identical programs under the predecessor incentive plan):
Executive Incentive Compensation Program. An annual
incentive compensation program under the omnibus MIP, the
Executive Incentive Compensation Program ("EICP"), and those
key employees eligible to participate in the EICP, are
considered and approved by the Committee prior to the
beginning of each fiscal year.
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
attract and retain highly skilled managers and competitively
reward them with performance-measured cash compensation.
The EICP adopted for 1997 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 participants base salary. Awards for actual
performance, if earned, may range from 50% below to 50% above
the established target award.
All participants, except Mr. Wrigley, are assigned
weightings for performance elements consisting of at least one
or more operational or personal goals that vary from year to
year and are unique to each individual participant, and for
teamwork effectiveness. Weights for these elements are based
on the participant's accountability and impact on overall
operations and, if assigned, vary from 20% to 70% of target
for one or more operational goals, 20% to 50% of target for
one or more personal goals and is 10% for team
effectiveness. For certain participants, including the senior
executive officers, a corporate performance element is also
included, which varies from 20% to 50% of target. In rating
the performance of Mr. Wrigley, 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 EICP for 1997, the corporate performance
element consisted of an increased unit volume goal over the
prior year with a relative weight of 25% of the total element
and an increased earnings per share goal over the prior year
with a relative weight of 75%. Although not weighted, the
Committee also considers as part of the corporate performance
element two additional goals: pre-tax cost savings and
adherence to the corporate strategic plan. Any awards to be
made under the EICP for performance in 1997 will be determined
and paid by the Committee in February 1998 and will be
reported in the next proxy statement.
The EICP adopted for 1996 had a corporate performance
element consistent with the above. At its meeting of February
20, 1997 the Committee reviewed all corporate goals for the
year ended December 31, 1996 and determined that the award for
1996 performance was below the established target award for
the corporate element. Awards made thereunder to the Chief
Executive Officer and the next four most highly compensated
executive officers are shown in column (d) of the Summary
Compensation Table on page 14 as 1996 compensation.
An EICP for 1998 was approved by the Compensation
Committee at its October 29, 1997 meeting. Any awards under
the 1998 EICP will be determined in February 1999.
Participants may defer all or any part of their EICP
award and have such amounts credited to their deferral account
as share units or money credits, or a combination of both, in
accordance with procedures set forth in the EICP.
Long-Term Stock Grant Program. The Long-Term Stock Grant
Program, established in January 1993, provides an opportunity
for executive officer and certain other designated key
employees to increase their stake in the Company through
grants of Common Stock. The program is currently designed to
provide participants with target stock grant opportunities
ranging in value from 20% to 60% of base salary, depending on
the participant's accountability and impact on operations for
the 1993-1997 performance cycle. Except for the individuals
listed in the Summary Compensation Table
11
<PAGE>
on page 14, beginning with the 1994-1998 five-year cycle, the
range of target stock grant opportunities for outstanding
performance cycles was increased to 25% to 55%. For grants
made after January 1, 1998, the range of target stock grant
opportunities for all participants is 25% to 65% of annual
base salary. Actual awards, if earned, may range from 50%
below to 50% above target depending on performance which is
measured by comparing the Company's total stockholder return
to the total stockholder return for the S&P's 500 Food Group
for the applicable performance period. Awards are earned at
the target level if the Company's total stockholder return
equals the S&P's 500 Food Group total stockholder return for
such 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 all or any portion of their awards in the form of
share units. After one year following award, participants may
transfer any amount deferred to other investment options
available under a grantor trust for which Putnam Fiduciary
Trust Company is the Trustee.
On February 20, 1997 the Committee determined that the
performance ratio of the Company's total shareholder return to
the total shareholder return for the S&P's 500 Food Group
transitional five-year cycle 1992-1996 exceeded the target
level. Awards granted on February 20, 1997 for the 1992-1996
cycle to the Chief Executive Officer and the next four most
highly compensated executive officers appear in column (e) of
the Summary Compensation Table on page 14 as 1996
compensation.
Awards, if any, for the five-year cycle 1993-1997, will
be determined by the Committee at its meeting in February 1998
and any awards will be reported in the next proxy statement.
A grant under this program for the performance cycle 1997-2001
was also approved by the Committee on February 20, 1997 and is
indicated in the Long-Term Stock Grant Program table on
page 16.
Stock Award Program. Under this program, EICP
participants may be awarded shares of the Company's Common
Stock comparable in value to the present value of 1.5% of the
participant's average EICP award received in the prior three
years multiplied by such participant's years of service, and
reduced by the present value of prior awards under this
program.
Upon award, participants may vote the shares 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 all or any
portion of their awards in the form of share units.
Awards granted to the Chief Executive Officer and the
next four most highly compensated executives on February 20,
1997 for fiscal year 1996 appear in column (e) of the Summary
Compensation Table on page 14 as 1996 compensation. Awards for
services in 1997 were determined in January 1998 and are
reflected in column (e) of the Summary Compensation Table on
page 14 as 1997 compensation.
Alternate Investment and Savings Program. EICP
participants are not eligible to participate in The Special
Investment and Savings Plan for Wrigley Employees (a typical
defined contribution plan), and historically received 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 all or any portion of
this benefit in the form of share units. Effective October 29,
1997, this plan was terminated and the benefit provided became
an additional element of the Stock Award Program which was
determined in January 1998 and is reflected in column (e) of
the Summary Compensation Table on page 14 as 1997
compensation.
12
<PAGE>
No stock options were granted in 1997. For options exercised
in 1997, refer to the table on page 16 entitled "Aggregated
Option/SAR Exercises in the Last Fiscal Year and FY-End Option/SAR
Values."
Deductibility of Executive Compensation
During 1997, the Committee reviewed and considered the
deductibility of executive compensation under Section 162(m) of the
Internal Revenue Code of 1986, as amended, with respect to
compensation paid to the executive officers named in the Summary
Compensation Table. All such compensation paid by the Company
during 1997 was fully deductible for federal income tax purposes.
THE COMPENSATION COMMITTEE
Robert P. Billingsley, Chairman
Charles F. Allison III
Lee Phillip Bell
Thomas A. Knowlton
FIVE-YEAR TOTAL STOCKHOLDER RETURN
The following indexed graph and table indicate the Company's
total stockholder return for the five year period ending December
31, 1997 as compared to the total return for the Standard & Poor's
500 Composite Index and the Standard & Poor's 500 Food Group Index,
assuming a common starting point of 100. Total stockholder return
for the Company, as well as for the Indexes, is 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 and table are five-year
historical representations and, as such, are not indicative of
future performance relative to the Indexes.
<TABLE>
<CAPTION>
Measurement Period S&P 500 Food
(Fiscal Year Covered) Wrigley S&P 500 Group
<S> <C> <C> <C>
1992 100 100 100
1993 138 110 92
1994 157 112 103
1995 171 153 131
1996 186 189 155
1997 268 252 222
</TABLE>
13
<PAGE>
SUMMARY COMPENSATION TABLE
The following table sets forth the total cash and non-cash
compensation in each of the last three years ended December 31 for
the Company's Chief Executive Officer and the next four most highly
compensated executive officers.
- --------------------------------------------------------------------------------
<TABLE>
<S> <C> <C> <C> <C> <C>
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)
- -----------------------------------------------------------------------------------------------------
WILLIAM WRIGLEY 1997 $500,000 -- $ 24,978 $ 6,860
President & CEO 1996 500,000 $285,000 827,110 6,860
1995 475,000 256,500 789,686 6,860
JOHN F. BARD 1997 321,083 -- 28,931 11,173
Senior Vice President 1996 298,167 166,675 329,026 10,412
1995 276,583 160,971 330,094 9,744
DOUGLAS S. BARRIE 1997 408,750 -- 60,172 38,129
Group Vice President 1996 382,500 235,620 424,323 34,210
1995 352,500 215,730 434,126 24,761
RONALD O. COX 1997 345,417 -- 31,764 16,432
Group Vice President 1996 322,500 186,083 341,597 14,830
1995 298,500 136,713 360,896 11,804
MARTIN J. GERAGHTY 1997 288,000 -- 27,215 8,293
Senior Vice President -- 1996 273,000 160,251 324,821 12,636
Manufacturing 1995 253,000 144,210 362,327 11,813
- ---------------------------------
</TABLE>
(1) While each of the named executive officers received perquisites
or other personal benefits in the years shown, the value of
these benefits did not exceed, in the aggregate for any
executive officer, the minimum reportable amount.
(2) Amounts shown in column (d) are the cash awards to the named
individuals under the Executive Incentive Compensation Program
(including any amounts deferred). Awards to be paid for 1997
performance, if any, are not calculable as of the latest
practicable date, and if paid will be reported
in the next proxy statement.
(3) The figures in column (e) for 1997 represent the fair market
value of awards of stock at the time of the award (prior to
any deduction for withholding taxes) under the Stock Award
Program and the former Alternate Investment and Savings
Program. Awards for 1997 under the Long-Term Stock Grant
Program, if any, are not determinable as of the latest
practicable date, and if paid will be reported in the next
proxy statement.
(4) The figures in column (e) for 1996 and 1995 represent the fair
market value of awards of stock at the time of the award
(prior to any deduction of withholding taxes) under the
Alternate Investment and Savings Program and the Stock Award
Program for 1996 and 1995, respectively, and under the
Long-Term Stock Grant Program for the five-year performance
cycle ending December 31, 1996 and December 31, 1995,
respectively.
The aggregate number and dollar value of stock (net of any
withholding for tax purposes) accumulated from the inception
of the Stock Award Program, the Alternate Investment and
Savings Program, the Long-Term Stock Grant Program and through
deferral elections under the Management Incentive Plan (and
its predecessor) as of December 31, 1997 are as follows:
William Wrigley, 142,950 shares and 38,099 share units
($14,404,711); John F. Bard, 9,693 shares and 8,842 share
units ($1,474,691); Douglas S. Barrie, 12,781 shares and 8,989
share units ($1,732,076); Ronald O. Cox, 16,171 shares
14
<PAGE>
and 6,983 share units ($1,842,190) and Martin J. Geraghty,
21,883 shares and 2,449 share units ($1,935,915). All shares
of stock 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.
(5) 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 and for Mr. Geraghty, pay in lieu of
vacation.
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 $6,198; Douglas S.
Barrie, $6,221 and $31,908; Ronald O. Cox, $3,391 and $13,041; and
Martin J. Geraghty, $4,040 and $4,253.
The Company may provide to key employees interest free,
fully-secured housing or bridge loans for up to five years which
are generally repaid through regular payroll deductions. At
December 31, 1997, the Company had a total of $1,001,420 of loans
outstanding to all key employees, including a total of $317,535
outstanding to two officers not named above.
15
<PAGE>
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 $11.208 per share, the fair
market value of the stock on the day prior to the grant date. The
options had a ten-year term and were granted in tandem with stock
appreciation rights (SARs) intended to provide funds necessary to
exercise the options and pay tax liabilities.
The following table sets forth the number of options/SARs and
the dollar value of such options exercised in 1997 for the
executive officers named in the Summary Compensation Table on page
14. As of December 31, 1997, there were no options/SARs
outstanding.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION/SAR VALUES
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
VALUE OF
NUMBER OF UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS/SARs OPTION/SARs
AT FY-END(#) AT FY-END($)
SHARES EXERCISABLE/ EXERCISABLE/
NAME EXERCISED(#) VALUE REALIZED($) UNEXERCISABLE UNEXERCISABLE
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Martin J. Geraghty 15,000 532,522 -0- -0-
</TABLE>
- --------------------------------------------------------------------------------
LONG-TERM STOCK GRANT PROGRAM
The following table reflects threshold, target and maximum stock grant
opportunities under the Long-Term Stock Grant Program for the five-year
performance cycle ending December 31, 2001.
LONG-TERM INCENTIVE PLANS -- AWARDS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------
ESTIMATED FUTURE PAYOUTS UNDER
NON-STOCK PRICE-BASED PLANS*
-------------------------------------------------
(C)
(B)* PERFORMANCE
NUMBER OF OR OTHER
SHARES, UNITS PERIOD UNTIL (D) (E) (F)
(A) OR OTHER MATURATION OR THRESHOLD TARGET MAXIMUM
NAME RIGHTS(#) PAYOUT ($ OR #) ($ OR #) ($ OR #)
------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
William Wrigley 1997-2001 2,545 5,090 7,635
John F. Bard 1997-2001 1,265 2,530 3,795
Douglas S. Barrie 1997-2001 1,620 3,240 4,860
Ronald O. Cox 1997-2001 1,365 2,730 4,095
Martin J. Geraghty 1996-2001 1,160 2,320 3,480
</TABLE>
- -----------------------------------------------------------------
- ---------------
* Estimated future payouts are based on the performance ratio of
the Company's total stockholder return (stock price
appreciation plus reinvested dividends) for the five year
performance cycle to the total return for the Standard &
Poor's 500 Food Group Index for the same period. The threshold
amount is 50% of the target and the maximum amount is 150% of
the target amount.
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. Credited service
accrues from the date of employment.
Retirement benefits are calculated by multiplying the product
of 1.5% times the years of service by the final average eligible
pay for the three highest consecutive years in the last ten years
before retirement, less
16
<PAGE>
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, assuming retirement at the
plan's normal retirement age, when combined with an estimated
annual Social Security benefit of $15,900.
<TABLE>
<CAPTION>
YEARS OF SERVICE
ELIGIBLE
REMUNER-
ATION 10 20 30 40 50
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
$200,000 44,310 72,720 101,130 129,540 157,950
250,000 51,810 87,720 123,630 159,540 195,450
300,000 59,310 102,720 146,130 189,540 232,950
350,000 66,810 117,720 168,630 219,540 270,450
400,000 74,310 132,720 191,130 249,540 307,950
500,000 89,310 162,720 236,130 309,540 382,950
600,000 104,310 192,720 281,130 369,540 457,950
</TABLE>
Eligible pay for officers is only base salary. The current
base salary of the Chief Executive Officer and the next four most
highly compensated executive officers is set forth in column (c) in
the Summary Compensation Table on page 14. The credited years of
service as of December 31, 1997 for each named executive officer
are as follows: William Wrigley, 41; John F. Bard, 7; Douglas
S. Barrie, 15; Ronald O. Cox, 19 and Martin J. Geraghty, 35.
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 $125,000), such
excess benefits may be paid from the Company's non-qualified,
unfunded, non-contributory supplemental retirement plan.
STOCKHOLDER PROPOSALS FOR THE 1999 ANNUAL MEETING OF STOCKHOLDERS
If any stockholder intends to present a proposal to be
considered for action at the 1999 Annual Meeting of Stockholders,
the proposal must be in proper form and received by the Secretary
of the Company on or before October 6, 1998 for review and
consideration for inclusion in the proxy statement and form
of proxy relating to that Annual Meeting.
OTHER BUSINESS
The Company's management does not know of any other matter to
be presented for action at the Annual Meeting. If any other matter
should be properly presented at the Annual 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 3, 1998
17
<PAGE>
<TABLE>
<S><C>
PLEASE MARK YOUR
[X] VOTES AS IN THIS
EXAMPLE.
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.
- ------------------------------------------------------------------------------------------------------------------------------
FOR WITHHELD FOR AGAINST ABSTAIN
1. Election of 2. Appointment
Directors [ ] [ ] of Auditors [ ] [ ] [ ]
(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
WRIGLEY BUILDING - 410 N. MICHIGAN AVENUE
CHICAGO, ILLINOIS 60611
Telephone: 644-2121
Area Code 312 WHOLESOME - DELICIOUS -
SATISFYING
February 3, 1998
Dear Stockholder:
You are cordially invited to attend the 95th 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 Tuesday, March 3, 1998.
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,
/s/ William Wrigley
WILLIAM WRIGLEY
President and
Chief Executive Officer
<PAGE>
- -----------------------------------------------------------------
- ---------------
Wm. WRIGLEY Jr. Company
PROXY FORM
- -----------------------------------------------------------------
- ---------------
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR THE
ANNUAL
MEETING ON MARCH 3, 1998.
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 THE APPOINTMENT OF AUDITORS.
The stockholder represented herein appoints William Wrigley,
Charles F. Allison III, 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 3, 1998,
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 businessas may properly come before the meeting.
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITEMS 1 AND 2.
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C>
1. ELECTION OF DIRECTORS 2. APPOINTMENT OF AUDITORS
The nominees are: To ratify the appointment of independent
Charles F. Allison III (1), Douglas S. Barrie (2), auditors, Ernst & Young LLP, for the year
Lee Phillip Bell (3), Thomas A. Knowlton (4), ending December 31, 1998.
Penny Pritzker (5), Steven B. Sample (6), Alex Shumate (7),
Richard K. Smucker (8), William Wrigley (9) and William Wrigley, Jr (10).
</TABLE>
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 -
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.
<PAGE>
[SPECIAL NOTICE]
IF THIS STOCK IS HELD BY A NOMINEE,
THEN ONLY THE NOMINEE CAN VOTE IT!
AN OFFICIAL OF THE NOMINEE MUST VOTE THE STOCK UNDER THE
NOMINEE NAME, NOT UNDER THE NAME OF ANY PARENT ORGANIZATION.
PLEASE REMEMBER TO INDICATE
THE CLASS OF SHARES (COMMON AND/OR CLASS B COMMON), AND
THE NUMBER OF SHARES TO WHICH THIS PROXY IS RESTRICTED.
<TABLE>
<S><C>
- ------------------------------------------------------------------------------------------------------------------------------------
Wm. WRIGLEY JR. Company PROXY FORM
- ------------------------------------------------------------------------------------------------------------------------------------
Control Number: Mark votes [X]
- ------------------------------------------------------------------------------------------------------------------------------------
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITEMS 1 AND 2.
- ------------------------------------------------------------------------------------------------------------------------------------
FOR WITHHELD FOR AGAINST ABSTAIN CHANGE OF
1. Election of [ ] [ ] 2. Appointment [ ] [ ] [ ] ADDRESS
Directors of Auditors (SEE REVERSE)
(see reverse) (see reverse) [ ]
* For all nominee(s) except vote withheld from the following:
_____________________________________________________________
Please indicate below the number of shares of
EACH CLASS OF STOCK represented by this proxy.
This proxy restricted to:
________________________________________Shares of COMMON STOCK
________________________________Shares of CLASS B COMMON STOCK
SIGNATURE_______________________________________________________________________________________DATE___________________, 1998
NOTE: If stock is held by a nominee, only the nominee can vote it. An official of the nominee must vote the stock under the nominee
name, not under the name of any parent organization.
</TABLE>
<PAGE>
- -------------------------------------------------------------
If you have not put your completed proxy in the mail by
Friday, February 27, 1998, you may wish to send in your
vote by facsimile to make sure that it arrives at our
tabulator in time to be counted. If that is the case,
please make a copy of BOTH SIDES of your proxy form and
FAX it to First Chicago Trust at:
312-407-3021
- -------------------------------------------------------------
<TABLE>
<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 3, 1998.
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 the appointment of auditors.
The stockholder represented herein appoints William Wrigley, Charles F. Allison III, 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 3,
1998, 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.
Your vote is Important!
- ------------------------------------------------------------------------------------------------------------------------------------
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITEMS 1 AND 2.
- ------------------------------------------------------------------------------------------------------------------------------------
1. ELECTION OF DIRECTORS 2. APPOINTMENT OF AUDITORS
The nominees are: To ratify the appointment of independent
Charles F. Allison III (1), Douglas S. Barrie (2), Lee Phillip Bell (3), auditors, Ernst & Young LLP, for the year
Thomas A. Knowlton (4), Penny Pritzker (5), Steven B. Sample (6), ending December 31, 1998.
Alex Shumate (7), Richard K. Smucker (8), William Wrigley (9) and
William Wrigley, Jr. (10)
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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.
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Change of address:
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(If you have written in the above space, please mark the "Change of Address" box on the reverse of this card.)
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