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Wm. WRIGLEY Jr. Company
Wrigley Building 410 North 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 North Michigan Avenue, Chicago, Illinois, on Monday,
March 6, 2000, at 9:00 a.m., Central Standard Time, for the
following purposes:
1. To elect the full Board of eight directors;
2. To ratify the appointment of independent auditors for the
year ending December 31, 2000;
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 Annual Meeting and any adjournments thereof.
Stockholders of record at the close of business on January 15,
2000 are entitled to notice of and to vote at the Annual Meeting and
any adjournments thereof.
Your copy of the 1999 Annual Report of the Wm. Wrigley Jr.
Company is enclosed.
YOU CAN HELP YOUR COMPANY PREPARE FOR THE ANNUAL MEETING BY
VOTING YOUR PROXY AS SOON AS POSSIBLE. YOU MAY VOTE YOUR PROXY BY
MARKING, SIGNING AND DATING THE ACCOMPANYING PROXY CARD AND
RETURNING IT AS SOON AS POSSIBLE. FOR YOUR CONVENIENCE, A RETURN
ENVELOPE IS ENCLOSED WITH POSTAGE PAID. OR, YOU CAN VOTE
ELECTRONICALLY OVER THE TELEPHONE OR THE INTERNET AS DESCRIBED ON
THE ACCOMPANYING PROXY CARD.
By Authorization of the Board of Directors,
HOWARD MALOVANY, Secretary and General Counsel
Chicago, February 4, 2000
YOUR VOTE IS IMPORTANT. WHETHER YOU OWN ONE SHARE OR MANY, YOUR
PROMPT COOPERATION IN VOTING YOUR PROXY IS GREATLY APPRECIATED.
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PROXY STATEMENT FOR THE
ANNUAL MEETING OF STOCKHOLDERS OF THE
WM. WRIGLEY JR. COMPANY
TO BE HELD ON MONDAY, MARCH 6, 2000
TABLE OF CONTENTS
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Page
<S> <C>
General 1
Proposal 1--Election of Directors 2
Security Ownership of Directors and Executive Officers 4
Security Ownership of Certain Beneficial Owners 5
Meetings and Committees of the Board 6
Compensation of Directors 6
Proposal 2--The Ratification of the Appointment of Ernst & Young LLP
as Independent Auditors 8
Proposal 3--Stockholder Proposal 9
Executive Compensation 11
Compensation Committee Report on Executive Compensation 11
Five Year Total Stockholder Return 14
Summary Compensation Table 15
Wrigley Stock Option Program 16
Long-Term Stock Grant Program 17
Pension Plan 18
Compliance with Section 16(a) of the Exchange Act 18
Stockholder Proposals for the 2001 Annual Meeting of Stockholders 18
Other Business 19
</TABLE>
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PROXY STATEMENT
FOR THE
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD AT 9:00 A.M., MONDAY, MARCH 6, 2000
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 Monday, March 6, 2000, 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, the enclosed proxy card and a copy of
the Company's Annual Report to Stockholders for the fiscal year
ended December 31, 1999 are being mailed on or about February 4,
2000 to stockholders of record as of January 15, 2000.
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, facsimile, 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, 2000 will be entitled to notice of and to
vote at the Annual Meeting. As of January 15, 2000, there were
91,956,917 shares of Common Stock and 22,544,479 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, the ratification of appointment of
independent auditors and the stockholder proposal. Under the
Company's By-laws, the election of directors, the ratification of
the appointment of independent auditors and the adoption of the
stockholder proposal each require 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 adoption of the
stockholder proposal and 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, 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 Annual Meeting
and voting your shares in person. Stockholders are urged to sign and
date the enclosed proxy card and return it as promptly as possible
in the envelope enclosed for that purpose. Stockholders of record
can also give proxies by calling a toll-free telephone number or by
using the Internet. The telephone and Internet voting procedures are
designed to authenticate stockholders identities, to allow
stockholders to give their voting instructions and to confirm that
stockholders' instructions have been recorded properly. Specific
instructions for stockholders of record who wish to use the
telephone or Internet voting procedures are included with the
enclosed proxy card. The use of Internet voting and the Company's
voting procedures comply with applicable state law.
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PROPOSAL 1
ELECTION OF DIRECTORS
The annual election of the Board will take place at the Annual
Meeting. At its meeting on March 18, 1999, the Board decreased the
size of the Board from nine to eight as the result of the death of
Mr. William Wrigley. At its meeting held on January 26, 2000, the
Board approved the recommendation of the Nominating Committee that
eight directors be elected for the ensuing year at the March 6,
2000 Annual Meeting.
Each of the eight 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 eight
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 a single class.
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JOHN. F. BARD
photo of BARD Mr. Bard, 58, a Director of the Company since January 1999, was
Senior Vice President from 1991 until January 1999 when he was
elected Executive Vice President.
THOMAS A. KNOWLTON
photo of KNOWLTON Mr. Knowlton, 53, a Director of the Company since 1996, was
Executive Vice President of the Kellogg Company from January
1992 until August 1998 and was President-Kellogg North America
from 1994 until 1998. Mr. Knowlton is Chairman of the
Compensation Committee and is also a member of the Audit
Committee.
PENNY PRITZKER
photo of PRITZKER Pritzker, 40, a Director of the Company since 1994, has, since
1987, been Chairman of Classic Residence by Hyatt, an affiliate
of Hyatt Corporation, and President of Pritzker Realty Group
L.P., which acts as an investment advisor in the acquisition
and development of real estate. Ms. Pritzker is also a private
investor and a Director of Coast-to-Coast Financial
Corporation. Ms. Pritzker is Chairman of the Nominating
Committee and a member of the Compensation Committee.
MELINDA R. RICH
photo of Rich Rich, 42, a Director of the Company since January 1999, has
been President of Rich Entertainment Group since 1994, an
Executive Vice President of Innovation since 1997, and, since
1998, a Director of Rich Products Corporation. Rich Products
Corporation, Buffalo, New York, is a multinational,
privately-held, family-owned manufacturer and distributor of
non-dairy and frozen food products. Ms. Rich is also a Director
of M&T Bank Corporation, Buffalo, New York. Ms. Rich is a
member of the Audit Committee.
</TABLE>
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STEVEN B. SAMPLE
photo of SAMPLE Dr. Sample, 59, 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 Compensation and Nominating
Committees.
ALEX SHUMATE
photo of SHUMATE Mr. Shumate, 49, a Director of the Company since 1998, has been
a partner of the law firm Squire, Sanders & Dempsey, L.L.P.,
resident in Columbus, Ohio, since 1988, and its Managing
Partner since 1991. Mr. Shumate is also a Director of Bank One
Corporation and Intimate Brands, Inc. Mr. Shumate is a member
of the Audit and Compensation Committees.
RICHARD K. SMUCKER
photo of SMUCKER Mr. Smucker, 51, 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 Audit Committee
and a member of the Nominating Committee.
WILLIAM WRIGLEY, JR.
photo of Mr. Wrigley, Jr., 36, a Director of the Company since 1988, has
WRIGLEY, JR. been President and Chief Executive Officer since 1999, was Vice
President of the Company from 1991 to 1999 and was Assistant to
the President from 1985 to 1992. Mr. Wrigley, Jr. is also a
Director of The J. M. Smucker Company.
</TABLE>
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 and Class B Common Stock, as of January 15,
2000, 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.
<TABLE>
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TOTAL
CLASS B STOCK AND
COMMON STOCK COMMON STOCK BASED
NAME COMMON STOCK(1) UNITS(2) STOCK* HOLDINGS(3)
<S> <C> <C> <C> <C> <C>
John F. Bard 9,693 21,564 -- 31,257
Thomas A. Knowlton 500 1,453 -- 1,953
Penny Pritzker 200 6,040 -- 6,240
Melinda R. Rich 270 462 -- 732
Steven B. Sample 1,000 980 -- 1,980
Alex Shumate 100 655 -- 755
Richard K. Smucker 3,613 13,363 -- 16,976
William Wrigley, Jr. 19,444,006(4) 1,724 12,352,785(4) 31,798,515
Douglas S. Barrie (5) 28,269 20,926 1,218 50,413
Martin J. Geraghty 69,701(6) 3,655 7,517 80,927
Christafor E. Sundstrom 17,869(7) 3,472 4,492(7) 25,833
All directors and executive
officers as a group (29) 19,671,750(8) 139,545 12,375,430(8) 32,186,725
</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,
Jr., owns more than one tenth of one percent of the total
outstanding shares of either class of Common Stock.
Mr. William Wrigley, Jr., beneficially owns 21.15% of the
shares of Common Stock outstanding and 54.79% 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 Director's Deferred Compensation Plan and the Stock
Deferral 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 19,189,999 shares of Common Stock and 12,239,916
shares of Class B Common Stock held by a corporation and
various trusts for the benefit of Mr. Wrigley, Jr. and members
of his family. Mr. Wrigley, Jr. has sole voting and investment
power over the shares listed with the exception of
734,832 shares of Common Stock and 367,416 shares of Class B
Common Stock over which Mr. Wrigley, Jr. has shared investment
power. Of the total shares shown for Mr. Wrigley, Jr., he
disclaims any beneficial interest in 15,253,126 shares of
Common Stock and 8,719,718 shares of Class B Common Stock.
(5) Mr. Barrie retired from the Company as of January 1, 2000.
(6) Includes 135 shares of Common Stock held by Mr. Geraghty's
wife.
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(7) Includes 8,989 shares of Common Stock and 2,688 shares of
Class B Common Stock held by Mr. Sundstrom's wife and
children.
(8) Includes 752,082 shares of Common Stock and 370,140 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, Jr. would be 30.48% and
30.72% 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, 2000, 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.
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF BENEFICIAL OWNERSHIP
CLASS B
COMMON STOCK COMMON STOCK
NAME SHARES PERCENT OF CLASS SHARES PERCENT OF CLASS
<S> <C> <C> <C> <C>
Edna Jean Offield, James S. Offield
and Paxson H. Offield(1)
410 North Michigan Avenue
Chicago, Illinois 60611 3,546,565 3.86 2,975,068 13.20
William Wrigley, Jr.(2)
410 North Michigan Avenue
Chicago, Illinois 60611 19,444,006 21.15 12,352,785 54.79
</TABLE>
Due to their substantial stock holdings, the Offield family
and Mr. Wrigley Jr., 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 396,120 shares of Common Stock; James S.
Offield has sole voting and investment power over 5,222 shares
of Common Stock and 15,002 shares of Class B Common Stock; and
Paxson H. Offield has sole voting and investment power over
86,701 shares of Common Stock and 10,229 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 2,015,967 shares of Common Stock held in
various family trusts and by a charitable foundation and
1,706,120 shares of Class B Common Stock held in various
family trusts; Edna Jean Offield and James S. Offield share
voting and investment power over 84,075 shares of Common Stock
held in various family trusts and 226,848 shares of Class B
Common Stock held in various family trusts; Edna Jean Offield
shares with other parties voting and investment power over
529,536 shares of Common Stock and 655,200 shares of Class B
Common Stock held in various family trusts; and Paxson H.
Offield shares with other parties voting and investment power
over 428,944 shares of Common Stock and 361,599 shares of
Class B Common Stock held in various family trusts. Of their
total shareholdings, Edna Jean Offield disclaims beneficial
ownership of 1,822,056 shares of Common Stock held in the
trusts and by the foundation and 1,874,480 shares of Class B
Common Stock held in the trusts; James S. Offield disclaims
beneficial ownership of 1,810,461 shares of Common Stock held
in various family trusts and by the foundation and
1,405,664 shares of Class B Common Stock held in various
family trusts; and Paxson H. Offield disclaims beneficial
ownership of 2,266,336 shares of Common Stock held in various
family trusts and by the foundation and 1,576,503 shares of
Class B Common Stock held in various family trusts.
(2) See footnotes (1) and (4) on page 4.
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* 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 would
be 6.87% for the Offield Family and 30.48% for Mr. William
Wrigley, Jr.
In addition to the shareholders set forth on the previous
page, Putnam Fiduciary Trust Company holds 3,031,945 shares (3.30%)
of Common Stock and 538,763 shares (2.39%) 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 four non-employee
independent directors and met 6 times in 1999. 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 four
non-employee independent directors and met 5 times in 1999. 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; sets and
administers the terms and policies of the Company's Management
Incentive Plan (and underlying programs); determines annually
whether or not an Executive Incentive Compensation Program
should be established for the succeeding year; and performs
any other functions or duties deemed appropriate by the Board.
Nominating Committee. This Committee has three
non-employee independent directors and met twice in 1999. 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,
2000 in order to be considered for the next annual election of
directors.
During 1999 there were 7 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.
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COMPENSATION OF DIRECTORS
For 1999, non-employee directors received an annual cash
retainer of $28,000. Each Board committee member receives an annual
retainer of $3,500 per committee. Each Board committee chair
receives an additional annual retainer of $5,000. There are no
additional fees for attending Board and Board committee meetings.
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 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 receive upon retirement actual shares, 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 344 share
units on January 3, 2000. 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 4.
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 27, 1999, the Audit Committee
recommended the appointment of Ernst & Young LLP as independent
auditors for the year ending December 31, 2000. At a meeting of the
Board on January 26, 2000, the directors accepted the recommendation
of the Audit Committee and appointed Ernst & Young LLP, subject to
ratification by the stockholders, to examine the 2000 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 a single 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.
<ENTER>
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PROPOSAL 3
SHAREHOLDER PROPOSAL
Mr. Robert D. Morse, 212 Highland Avenue, Moorestown, New
Jersey 08057-2717, owner of record of at least $2,000 worth of
shares of Common Stock of the Company, has informed the Company that
he intends to present the following proposal at the meeting:
I propose that the Officers and Directors consider the
discontinuance of all bonuses immediately, and options,
rights, SAR's, etc., after termination of any existing
programs for top management. I must also include
discontinuance request of "Severance Contracts", which overpay
a person no longer satisfactory to the Company, just to leave!
This does not include any programs for employees.
The following statement was submitted by Mr. Morse in support
of the proposal:
"REASONS:
Management and Directors are compensated enough to buy
on open market, just as You and I, if they are so motivated.
Management is already well paid with base pay, life
insurance, retirement plans, paid vacations, free use of
vehicles and other perks.
Options, rights, SAR's, are available elsewhere, and a
higher offer would induce transfers, not necessarily "attain
and hold" qualified persons.
Who writes the objections to my proposal? Is it not the
same persons who nominate and pay the directors who in turn
will provide Management these exorbitant extras above a good
base salary? Shareowners should start reading and realizing
that these persons are not providing them entertainment on an
individual choice basis, as do athletes, movie stars, and
similar able performers.
"Align management with shareowners" is a repeated ploy
or "line" to lull us as to continually increasing their take
of our assets. Do we get any options to purchase at previous
(presumed) lower rates, expecting prices to increase?
After taxes, present base salaries are way above the
$200,000.00 our President receives plus free lodging, and
Management only looks after a Company, not the USA and some of
the world problems. If they filled out a daily work or
production sheet, what would it show?
Please vote "YES" for this proposal.
YOUR 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 cash and non-cash incentive
executive compensation, including performance bonuses, 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 an increasing level of equity
based incentives and compensation to their officers and directors as
an integral part of total compensation.
The Company's Management Incentive Plan (the "Plan") permits
the Board to provide incentive compensation in a wide variety of
cash and equity based forms. 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
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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 current practice of funding
the Plan with shares acquired in the open market and awarding stock
under the Plan at market value minimizes any potential dilution
caused by such stock issuance. 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 attraction and retention of quality personnel. Contrary to
the assertion in the proposal, a properly structured compensation
program, which includes cash and equity based incentives, and
especially one which aligns management and stockholder interests,
should increase stockholder value.
Finally, the Board notes that the Plan was submitted to, and
overwhelmingly approved by, the Company's stockholders at their 1997
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.
<ENTER>
<PAGE>
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 incentive-based cash and equity executive compensation
is structured to encourage achievement, initiative, innovation,
communication 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 and all other elected 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, Jr.'s salary and
receives an annual analysis from the Company's Compensation Manager
on all aspects of Mr. Wrigley, Jr.'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. Mr. Wrigley, Jr.'s last increase was effective October 1,
1999.
MANAGEMENT INCENTIVE PLAN
The 1997 Management Incentive Plan (the "MIP"), approved by
shareholders at the 1997 Annual Meeting, is a flexible omnibus plan,
consisting of several programs (the "MIP Programs") designed to
provide the Committee with various cash and 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,
performance bonuses, or any combination; establish any conditions or
restrictions; and provide for deferral pursuant to written elections
made by the participants prior to the commencement of 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 1999, under MIP Programs for
1998 fiscal year performance and the five year performance cycle
ending in 1998, respectively. Awards, if any, to be granted in
January or February 2000 for 1999 fiscal year performance or the
five year performance cycle ending in 1999, respectively, will be
made under the programs of the 1997 MIP described below (or
identical programs under the predecessor incentive plan):
<ENTER>
<PAGE>
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 variable performance-measured cash
compensation.
The EICP adopted for 1999 included various incentive
levels based on the participant's accountability and impact on
Company operations, with target award opportunities ranging
from 20% to 75% of participants base salary. Awards for actual
performance, if earned, may range from 50% below to 50% above
the established target award.
All participants 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 10% to 70% of target for one or more
operational goals, 10% to 70% of target for one or more
personal goals and 10% to 20% of target 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, Jr., 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 1999, 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 1999 will be determined
and paid by the Committee in February 2000 and will be
reported in the next proxy statement.
The EICP adopted for 1998 had a corporate performance
element consistent with the above. At its meeting of
February 17, 1999 the Committee reviewed all corporate goals
for the year ended December 31, 1998 and determined that the
award for 1998 performance was above 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 15 as 1998 compensation.
An EICP for 2000 was approved by the Compensation
Committee at its October 27, 1999 meeting. Any awards under
the 2000 EICP will be determined in February 2001.
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 deferred program
under the EICP.
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 through grants of Common Stock. The program provides
participants with target stock grant opportunities ranging in
value from 25% to 65% of 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
<ENTER>
<PAGE>
dividend rights inure to the recipient upon award.
Alternatively, prior to any such grant cycle, 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 17, 1999 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 1994-1998 exceeded the target
level. Awards granted on February 17, 1999 for the 1994-1998
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 15 as 1998
compensation.
Awards, if any, for the five year cycle 1995-1999, will
be determined by the Committee at its meeting in February 2000
and any awards will be reported in the next proxy statement. A
grant under this program for the performance cycle 1999-2003
was also approved by the Committee on February 17, 1999 and is
indicated in the Long-Term Stock Grant Program table on
page 17.
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.
Awards granted to the Chief Executive Officer and the
next four most highly compensated executives on February 17,
1999 for fiscal year 1998 appear in column (e) of the Summary
Compensation Table on page 15 as 1998 compensation. Awards for
services in 1999 were determined in January 2000 and are
reflected in column (e) of the Summary Compensation Table on
page 15 as 1999 compensation.
Additionally, those EICP participants who are not
eligible to participate in The Special Investment and Savings
Plan for Wrigley Employees (a typical defined contribution
plan) are eligible to receive an additional award equal to 5%
of their base salary.
Participants may elect to receive these benefits 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, participants
may elect to defer all or any portion of this benefit in the
form of share units.
Wrigley Stock Option Program. The Wrigley Stock Option
Program, established in May 1999, provides an opportunity for
executive officers and certain key executives to buy and
maintain an equity interest in the Company, aligning the
optionee's interest with that of stockholders. The value of
the options increase only if the share price increases over
the grant price.
In 1999, 551,000 shares were granted at the market price
on the date of grant. The majority of the options vest 25% per
year over the first four years of the option term and have a
ten year term. Options continue to vest according to their
terms after termination of employment as a result of death
(subject to a one year limitation), disability or retirement.
Information regarding stock options granted to or
exercised by the Chief Executive Officer and the next four
most highly compensated executive officers in 1999 is shown in
the tables titled "Option/SAR Grants in Last Fiscal Year" and
"Aggregate Option/SAR Exercises in Last Fiscal Year and FY-End
Option/SAR Values" on pages 16 and 17, respectively, of this
proxy statement.
<ENTER>
<PAGE>
DEDUCTIBILITY OF EXECUTIVE COMPENSATION
During 1999, 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
1999 was fully deductible for federal income tax purposes.
THE COMPENSATION COMMITTEE
Thomas A. Knowlton, Chairman
Penny Pritzker
Steven B. Sample
Alex Shumate
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, 1999 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 Indices, 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 Indices.
TOTAL STOCKHOLDER RETURNS
(DIVIDENDS REINVESTED)
[LINE GRAPH]
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
1994 1995 1996 1997 1998 1999
Wrigley 100 109 118 170 195 183
S&P 500 Composite Index 100 138 169 226 290 351
S&P 500 Food Group Index 100 128 151 217 234 184
</TABLE>
<ENTER>
<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>
<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)
<S> <C> <C> <C> <C> <C>
WILLIAM WRIGLEY(6) 1999 $143,750 $ -- $27,270 $ 6,860
1998 545,833 319,312 558,696 6,860
1997 500,000 450,000 779,589 6,860
WILLIAM WRIGLEY, JR.(7) 1999 487,417 -- 20,250 -0-
President & CEO 1998 229,917 111,050 126,796 -0-
1997 213,333 202,187 177,694 -0-
JOHN F. BARD 1999 391,500 -- 49,050 13,030
Executive Vice President 1998 342,167 207,353 255,357 12,041
1997 321,083 222,511 360,977 11,173
DOUGLAS S. BARRIE(8) 1999 470,000 -- 104,040 47,689
President--International 1998 440,833 281,251 361,800 42,596
1997 408,750 300,431 458,076 38,129
MARTIN J. GERAGHTY 1999 315,500 -- 114,750 9,567
Group Vice President-- 1998 302,000 194,488 284,776 8,888
Worldwide Manufacturing 1997 288,000 199,872 341,829 8,293
CHRISTAFOR E. SUNDSTROM 1999 221,045 -- 30,960 -0-
Vice President--Product 1998 201,594 115,986 140,019 -0-
& Technical Development 1997 187,559 111,617 193,940 -0-
</TABLE>
(1) While each of the named executive officers received certain
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, except for
Mr. Wrigley, Jr. who, in 1999, received personal benefits
totalling $98,882, of which $76,745 was, pursuant to a
resolution of the Board of Directors, for the personal use of
the corporate aircraft. Information regarding securities
underlying stocks options is set forth on page 16 in the table
titled "Option/SAR Grants in Last Fiscal Year."
(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 1999
performance, if any, are not determined as of the latest
practicable date, and if paid will be reported in the next
proxy statement.
(3) The figures in column (e) for 1999 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. Awards for 1999 under the Long-Term Stock Grant
Program, if any, are not determined as of the latest
practicable date, and if paid will be reported in the next
proxy statement.
(4) The figures in column (e) for 1998 and 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
former Alternate Investment and Savings Program and the Stock
Award Program for 1998 and 1997, respectively, and under the
Long-Term Stock Grant Program for the five year performance
cycle ending December 31, 1998 and December 31, 1997,
respectively.
<ENTER>
<PAGE>
The aggregate number and dollar value of stock (net of any
withholding for tax purposes) awarded 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, 1999 are as follows:
William Wrigley 167,313 shares and 66,106 share units
($19,359,305); William Wrigley, Jr. 8,218 shares and 1,724
share units ($824,570); John F. Bard, 12,404 shares and 21,564
share units ($2,817,238); Douglas S. Barrie, 16,029 shares and
20,926 share units ($3,064,974); Martin J. Geraghty, 33,554
shares and 3,655 share units ($3,086,040) and Christafor E.
Sundstrom, 5,695 shares and 3,472 share units ($709,618). 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.
(6) Mr. Wrigley was President and Chief Executive Officer during
1999 until his death on March 8, 1999, and information is
provided through that date.
(7) Mr. Wrigley, Jr. was elected President and Chief Executive
Officer in March 1999.
(8) Mr. Barrie retired from the Company as of January 1, 2000.
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 $0 and $0; William Wrigley, Jr. $0 and $0; John F. Bard,
$4,975 and $8,055; Douglas S. Barrie, $6,221 and $41,467; Martin J.
Geraghty, $4,040 and $5,527 and Christafor E. Sundstrom, $0 and $0.
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,
1999, the Company had a total of $995,022 of loans outstanding to
all key employees, including a total of $571,361 outstanding to
three officers not named above.
WRIGLEY STOCK OPTION PROGRAM
The following tables reflect the activity under the Wrigley
Stock Option Program during 1999.
<ENTER>
<PAGE>
OPTION/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE VALUE AT
ASSUMED ANNUAL RATES OF STOCK PRICE
INDIVIDUAL GRANTS APPRECIATION FOR OPTION TERM
(A) (B) (C) (D) (E) (F) (G)
NUMBER OF PERCENT OF TOTAL
SECURITIES OPTIONS/SARS
UNDERLYING GRANTED TO EXERCISE OF
OPTIONS/SARS EMPLOYEES IN BASE PRICE EXPIRATION 54.71 138.66
NAME GRANTED (#) FISCAL YEAR ($/SH) DATE 5% 10%($)
<S> <C> <C> <C> <C> <C> <C>
William Wrigley, Jr. 56,000 10.2 $87.5625 5/25/2009 $3,063,760 $7,764,960
John F. Bard 29,000 5.3 87.5625 5/25/2009 1,586,590 4,021,140
Douglas S. Barrie(1) 20,000 3.6 87.5625 5/25/2009 1,094,200 2,773,200
Martin J. Geraghty 14,000 2.5 87.5625 5/25/2009 765,940 1,941,240
Christafor E. Sundstrom 14,000 2.5 87.5625 5/25/2009 765,940 1,941,240
</TABLE>
Each option has a ten-year term. Twenty-five percent of each
option becomes exercisable one year from the date of grant, and each
year thereafter until fully exercisable. Mr. William Wrigley
received no stock option grants in 1999.
(1) Mr. Barrie retired from the Company as of January 1,
2000.
<ENTER>
<PAGE>
AGGREGATE OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND
FY-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
NUMBER OF VALUE OF
SECURITIES UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS/SARS OPTIONS/SARS AT
AT FISCAL YEAR-END(#) FISCAL YEAR-END($)
(A) (B) (C) (D) (E)
SHARES
ACQUIRED ON VALUE
NAME EXERCISE(#) REALIZED($) EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
<S> <C> <C> <C> <C>
William Wrigley, Jr. -- -- 0/56,000 N/A
John F. Bard -- -- 0/29,000 N/A
Douglas S. Barrie(1) -- -- 0/20,000 N/A
Martin J. Geraghty -- -- 0/14,000 N/A
Christafor E. Sundstrom -- -- 0/14,000 N/A
</TABLE>
All options referenced above were granted May 25, 1999. No
portion of any of the options vest until May 25, 2000. Consequently,
all options are unexercisable as of the date of this proxy
statement. The grant price of all options in this table is $87.5625.
The closing price of a share of the Company's stock on December 31,
1999 was $82.9375. Mr. William Wrigley received no stock option
grants in 1999.
(1) Mr. Barrie retired from the Company as of January 1, 2000.
LONG-TERM STOCK GRANT PROGRAM
The following table reflects threshold, target and maximum
stock grant opportunities under the Long-Term Stock Grant Program
for the five year performance cycle ending December 31, 2003.
LONG-TERM INCENTIVE PLANS -- AWARDS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
ESTIMATED FUTURE PAYOUTS UNDER
NON-STOCK PRICE-BASED PLANS(1)
(A) (B)(1) (C) (D) (E) (F)
PERFORMANCE
NUMBER OF OR OTHER
SHARES, UNITS PERIOD UNTIL
OR OTHER MATURATION OR THRESHOLD TARGET MAXIMUM
NAME RIGHTS(3)(2) PAYOUT ($ OR #) ($ OR #) ($ OR #)
<S> <C> <C> <C> <C> <C>
William Wrigley -- 1999-2003 2,115 4,230 6,345
William Wrigley, Jr. -- 1999-2003 615 1,230 1,845
John F. Bard -- 1999-2003 1,120 2,240 3,360
Douglas S. Barrie(3) -- 1999-2003 1,445 2,890 4,335
Martin J. Geraghty -- 1999-2003 990 1,980 2,970
Christafor E. Sundstrom -- 1999-2003 565 1,130 1,695
</TABLE>
(1) 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. The target also assumes that the individual
named remains employed by the Company and in the same position
during the 1999-2003 performance cycle.
(2) The number of shares, units or other rights granted in 1999
are set forth under column (e) of this table.
(3) Mr. Barrie retired from the Company as of January 1, 2000.
<ENTER>
<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. 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 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 $16,500.
<TABLE>
<CAPTION>
ELIGIBLE YEARS OF SERVICE
REMUNER-
ATION 10 20 30 40 50
<S> <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 remuneration 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 15. The credited years
of service as of December 31, 1999 for each named executive officer
are as follows: William Wrigley, 42; William Wrigley, Jr., 14; John
F. Bard, 9; Douglas S. Barrie, 17; Martin J. Geraghty, 37; and
Christafor E. Sundstrom, 20.
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 on annual
benefits payable a under qualified plan ($130,000 in 1999)), such
excess benefits may be paid from the Company's non-qualified,
unfunded, non-contributory supplemental retirement plan.
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 Chicago
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 1999
all filing requirements applicable to its executive officers,
directors and 10% holders were complied with.
STOCKHOLDER PROPOSALS FOR THE 2001 ANNUAL MEETING OF STOCKHOLDERS
If any stockholder intends to present a proposal to be
considered for inclusion in the Company's proxy material in
connection with the 2001 Annual Meeting of Stockholders, the
proposal must be in proper form and received by the Secretary of the
Company on or before October 6, 2000. In addition, if a stockholder
intends to present a proposal for action at the 2001 Annual Meeting
of Stockholders, the stockholder must provide the Company with
notice thereof by December 18, 2000.
<ENTER>
<PAGE>
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.
Howard Malovany, Secretary and General Counsel
Chicago, February 4, 2000
<ENTER>
<PAGE>
February 4, 2000
Dear Stockholder:
You are cordially invited to attend the 97th 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 Monday, March 6, 2000.
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 card above, or vote over the phone or
Internet, 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, JR.
President and
Chief Executive Officer
<PAGE>
Please mark your
votes as in this
example. X
This proxy card 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
Special Investment and Savings Plan.
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(see reverse)
FOR ( ) WITHHELD ( )
2. Appointment of Auditors(see reverse)
FOR ( ) AGAINST ( )ABSTAIN ( )
*For all nominee(s) except vote withheld from the following:
3. Stockholder Proposal (see reverse)
FOR ( ) AGAINST ( ) ABSTAIN ( )
Change of
Address
(see reverse)
Note: Please sign exactly as name appears on this card. 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
<PAGE>
Wm. WRIGLEY Jr. Company PROXY CARD
This proxy is solicited on behalf of the Board of Directors for the
Annual Meeting on March 6, 2000.
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, Jr.,
Richard K. Smucker, Howard Malovany 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, 2000,
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!
Please sign and date on the reverse side of this proxy card 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 side of this proxy card.)
The Board of Directors recommends a vote FOR Items 1 and 2.
1. ELECTION OF DIRECTORS
The nominees are:
01 John F. Bard, 02 Thomas A. Knowlton,
03 Penny Pritzker, 04 Melinda R. Rich,
05 Steven B. Sample, 06 Alex Shumate,
07 Richard K. Smucker, 08 William Wrigley, Jr.
2. APPOINTMENT OF AUDITORS
To ratify the appointment of
independent auditors, Ernst &
Young LLP, for the year ending
December 31, 2000.
The Board of Directors recommends a vote AGAINST Item 3.
3. STOCKHOLDER PROPOSAL
(see Proxy Statement, page 9)
<PAGE>
Wm. Wrigley Jr. Company stockholders can now vote their shares over
the telephone or the Internet. This eliminates the need to return
the proxy card. To vote your shares over the telephone or the
Internet you must have your proxy card and Social Security Number
available. The Voter Control Number that appears in the box on the
reverse side of this proxy card just below the perforation must be
used in order to vote by telephone or over the Internet. These
systems can be accessed 24 hours a day, seven days a week up until
the day prior to the meeting.
1. To vote over the telephone:
On a touch-tone telephone call toll free 1-877-PRX-VOTE (1-877-779-
8683).
If you are calling from outside the United States, you may call 1-
201-536-8073
2. To vote over the Internet:
Log on to the Internet and go to the web site
http://www.eproxyvote.com/wwy
Your vote over the telephone or the Internet instructs the Trustee
in the same manner as if you marked, signed, dated and returned
your proxy card.
If you choose to vote your shares over the telephone or the
Internet, there is no need for you to mail back your proxy card.
Your vote is important. Thank you for voting.
