<PAGE>
SCHEDULE 14A INFORMATION
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF
THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )
<TABLE>
<S> <C>
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/X/ Definitive Proxy Statement
/X/ Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule
14a-12
/ / Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
LABRANCHE & CO INC.
-----------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
-----------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if Other than the
Registrant)
</TABLE>
Payment of Filing Fee (Check the appropriate box):
<TABLE>
<S> <C> <C>
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
(1) Title of each class of securities to which transaction
applies:
------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the
amount on which the filing fee is calculated and state how
it was determined):
------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------
(5) Total fee paid:
------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
Check box if any part of the fee is offset as provided by
/ / Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the form or schedule
and the date of its filing.
(1) Amount Previously Paid:
------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------
(3) Filing Party:
------------------------------------------------------------
(4) Date Filed:
------------------------------------------------------------
</TABLE>
<PAGE>
LABRANCHE & CO INC.
ONE EXCHANGE PLAZA
NEW YORK, NEW YORK 10006
March 31, 2000
Dear Stockholder:
You are cordially invited to attend our Annual Meeting of Stockholders to be
held on Thursday, May 4, 2000 at 9:00 a.m., Eastern Standard Time, at Marriott
World Trade Center, 3 World Trade Center, New York, New York 10048.
The formal Notice of Meeting and the accompanying Proxy Statement set forth
proposals for your consideration this year. You are being asked to elect two
directors and to ratify the appointment of Arthur Andersen LLP as our
independent public accountants.
At the meeting, the Board of Directors will be pleased to report on our
affairs, and a discussion period will be provided for questions and comments of
general interest to stockholders.
We look forward to greeting personally those of you who are able to be
present at the meeting. However, whether or not you are able to be with us at
the meeting, it is important that your shares be represented. Accordingly, you
are requested to sign, date and mail, at your earliest convenience, the enclosed
proxy in the envelope provided for your use.
Thank you for your cooperation.
Very truly yours,
/s/ George M. L. LaBranche, IV
GEORGE M. L. LABRANCHE, IV
CHAIRMAN, CHIEF EXECUTIVE OFFICER AND
PRESIDENT
<PAGE>
LABRANCHE & CO INC.
ONE EXCHANGE PLAZA
NEW YORK, NEW YORK 10006
------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
MAY 4, 2000
------------------------
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of
LaBranche & Co Inc. will be held on Thursday, May 4, 2000 at 9:00 a.m., Eastern
Standard Time, at Marriott World Trade Center, 3 World Trade Center, New York,
New York 10048 for the following purposes:
(1) To elect two Class I directors to serve for terms of three years;
(2) To consider and act upon a proposal to ratify the appointment of Arthur
Andersen LLP as the our independent public accountants for the fiscal
year ending December 31, 2000; and
(3) To transact such other business as may properly come before the Annual
Meeting or any adjournment thereof.
Only stockholders of record at the close of business on March 24, 2000 are
entitled to notice of and to vote at the Annual Meeting or any adjournment
thereof.
All stockholders are cordially invited to attend the Annual Meeting in
person. However, whether or not you plan to attend the Annual Meeting in person,
each stockholder is urged to complete, date and sign the enclosed form of proxy
and return it promptly in the envelope provided. No postage is required if the
proxy is mailed in the United States. Stockholders who attend the Annual Meeting
may revoke their proxy and vote their shares in person.
By Order of the Board of Directors
/s/ William J. Burke, III
William J. Burke, III
SECRETARY
New York, New York
March 31, 2000
<PAGE>
LABRANCHE & CO INC.
ONE EXCHANGE PLAZA
NEW YORK, NY 10006
------------------------
PROXY STATEMENT
------------------------
GENERAL INFORMATION
GENERAL
This Proxy Statement (first mailed to stockholders on or about March 31,
2000) is furnished to the holders of the common stock, par value $.01 per share,
of LaBranche & Co Inc. in connection with the solicitation by our Board of
Directors of proxies for use at the Annual Meeting of Stockholders, or at any
adjournment thereof (the "Annual Meeting"), pursuant to the accompanying Notice
of Annual Meeting of Stockholders. The Annual Meeting will be held on Thursday,
May 4, 2000 at 9:00 a.m., Eastern Standard Time, at Marriott World Trade Center,
3 World Trade Center, New York, New York 10048.
It is proposed that at the Annual Meeting: (i) two Class I directors will be
elected to serve for terms of three years and (ii) the appointment of Arthur
Andersen LLP as our independent public accountants for the fiscal year ending
December 31, 2000 will be ratified.
Management currently is not aware of any other matters which will come
before the Annual Meeting. If any other matters properly come before the Annual
Meeting, the persons designated as proxies intend to vote in accordance with
their best judgment on such matters.
Proxies for use at the Annual Meeting are being solicited by and on behalf
of our Board of Directors, primarily through the use of the mails. We have
retained Morrow & Co., Inc., a professional proxy solicitation firm, to assist
in the solicitation of proxies and will pay Morrow & Co., Inc. a fee of
approximately $3,500. In addition, our officers, directors, employees and other
agents, none of whom will receive additional compensation therefor, may solicit
proxies by telephone, telegram or other personal contact. We will bear the cost
of the solicitation of proxies, including postage, printing and handling and
will reimburse the reasonable expenses of brokerage firms and others for
forwarding material to beneficial owners of shares of our common stock.
REVOCABILITY AND VOTING OF PROXY
A form of proxy for use at the Annual Meeting and a return envelope for the
proxy are enclosed. Unless otherwise indicated on the form of proxy, shares of
our common stock represented by any proxy in the enclosed form, assuming the
proxy is properly executed and received by us prior to the Annual Meeting, will
be voted with respect to the following items on the agenda: (i) the election of
each of the nominees for Class I director as shown on the form of proxy; and
(ii) the appointment of Arthur Andersen LLP as our independent public
accountants.
Stockholders may revoke the authority granted by their execution of a proxy
at any time prior to the effective exercise of the powers conferred by that
proxy by filing with our Secretary a written notice of revocation or a duly
executed proxy bearing a later date or by voting in person at the meeting.
Shares of our common stock represented by executed and unrevoked proxies will be
voted in accordance with the instructions specified in such proxies. If no
specifications are given, the proxies intend to vote the shares represented
thereby "for" the election of each of the nominees for director as shown on the
form of proxy and "for" the ratification of the appointment of Arthur Andersen
LLP as our independent public accountants and in accordance with their best
judgment on any other matters which may properly come before the meeting.
<PAGE>
RECORD DATE AND VOTING RIGHTS
On March 24, 2000, there were 48,675,352 shares of our common stock
outstanding, each of which shares is entitled to one vote upon each of the
matters to be presented at the Annual Meeting. Only stockholders of record at
the close of business on March 24, 2000 are entitled to notice of and to vote at
the Annual Meeting or any adjournment thereof. The holders of a majority of the
outstanding shares of our common stock, present in person or by proxy and
entitled to vote, will constitute a quorum at the Annual Meeting. Abstentions
and broker non-votes will be counted for purposes of determining the presence or
absence of a quorum but will not be counted with respect to the specific matter
being voted upon. "Broker non-votes" are shares held by brokers or nominees
which are present in person or represented by proxy, but which are not voted on
a particular matter because instructions have not been received from the
beneficial owner.
The affirmative vote of the holders of a plurality of the shares of our
common stock present in person or represented by proxy and entitled to vote at
the Annual Meeting is required for the election of directors. The affirmative
vote of the holders of a majority of the shares of our common stock present in
person or represented by proxy and entitled to vote at the Annual Meeting is
required for the ratification of the appointment of Arthur Andersen LLP as our
independent public accountants.
2
<PAGE>
BENEFICIAL OWNERSHIP OF COMMON STOCK BY
CERTAIN STOCKHOLDERS AND MANAGEMENT
The following table sets forth information as of March 24, 2000 regarding
the beneficial ownership of our common stock by: (i) each person known by us to
own beneficially more than five percent of the outstanding common stock;
(ii) each of our directors and nominees for director; (iii) each executive
officer named in the Summary Compensation Table (see "Executive Compensation"
below); and (iv) all our directors and executive officers as a group.
All persons listed have sole voting and investment power with respect to
their shares unless otherwise indicated. Unless otherwise indicated, the address
of each beneficial owner is: c/o One Exchange Plaza, New York, New York 10006.
Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission and generally includes voting or investment
power with respect to securities. Shares of common stock issuable pursuant to
options, to the extent such options are currently exercisable or convertible
within 60 days of March 24, 2000, are treated as outstanding for purposes of
computing the percentage of the person holding such securities but are not
treated as outstanding for purposes of computing the percentage of any other
person.
<TABLE>
<CAPTION>
NAME AND ADDRESS SHARES BENEFICIALLY PERCENTAGE OF SHARES
OF BENEFICIAL OWNER (1) OWNED BENEFICIALLY OWNED
- ----------------------- ------------------- --------------------
<S> <C> <C>
George M.L. (Michael) LaBranche, IV........................ 3,501,094 7.6%
James G. Gallagher......................................... 2,287,100 5.0
Alfred O. Hayward, Jr...................................... 1,908,068 4.2
S. Lawrence Prendergast.................................... 7,000 *
E. Margie Filter........................................... 1,368 *
Thomas E. Dooley........................................... 0 -
Harvey S. Traison.......................................... 1,000 *
Vincent J. Flaherty........................................ 2,087,926 4.5
Michael J. Naughton........................................ 1,958,066 4.3
All executive officers and directors as a group............ 11,751,622 25.6
</TABLE>
- ------------------------
* Less than 1%
(1) Each of our managing directors has entered into a stockholders' agreement
pursuant to which he or she has agreed to vote his or her shares as
determined by a majority of Messrs. LaBranche, Gallagher and Hayward.
Messrs. LaBranche, Gallagher and Hayward individually beneficially own an
aggregate of 7,696,262 shares of common stock, constituting approximately
16.8% of the outstanding shares of our common stock. As a result of the
stockholders' agreement, Messrs. LaBranche, Gallagher and Hayward, acting
together as a group, may be deemed to beneficially own an aggregate of
34,686,343 shares of common stock (including the 7,696,262 shares
beneficially owned by them individually), constituting approximately 75.6%
of the outstanding shares of our common stock. Each of Messrs. LaBranche,
Gallagher and Hayward disclaims beneficial ownership of any and all shares
of common stock held by any person or entity other than him.
3
<PAGE>
PROPOSAL NO. 1--ELECTION OF CLASS I DIRECTORS
Two Class I directors are to be elected at the Annual Meeting. Unless
otherwise specified, the enclosed proxy will be voted in favor of the persons
named below (both of whom are currently our directors). Our Board of Directors
has been classified pursuant to our Amended and Restated Certificate of
Incorporation (the "Certificate of Incorporation"). In accordance with the
provisions of the Certificate of Incorporation, we divided our directors into
three classes, designated Class I, Class II and Class III. Each class consists,
as nearly as possible, of one-third of the total number of directors
constituting our entire Board of Directors. Class I directors will serve until
the Annual Meeting, Class II directors will serve until the 2001 annual meeting
of our stockholders and Class III directors will serve until the 2002 annual
meeting of our stockholders. At each annual meeting of our stockholders,
successors to the directors whose terms expire at that annual meeting will be
elected for a three-year term. The Annual Meeting is our first annual meeting
since our initial public offering in August 1999.
Michael LaBranche and Alfred O. Hayward, Jr. currently serve as Class I
directors for a term expiring at the Annual Meeting or at a special meeting held
in lieu thereof; James G. Gallagher and S. Lawrence Prendergast currently serve
as Class II directors for a term expiring at the annual meeting of our
stockholders to be held in 2001 or at a special meeting held in lieu thereof;
and E. Margie Filter, Thomas E. Dooley and Harvey S. Traison currently serve as
Class III directors for a term expiring at the annual meeting of our
stockholders to be held in 2002 or at a special meeting held in lieu thereof. In
accordance with the provisions of the Certificate of Incorporation, each of
Michael LaBranche and Alfred O. Hayward, Jr. have been nominated for election as
a Class I director at the Annual Meeting. If either of these nominees becomes
unavailable for any reason, or if a vacancy should occur before the election,
the shares represented by the proxy will be voted for the person, if any, who is
designated by our Board of Directors to replace the nominee or to fill the
vacancy. Both nominees have consented to be named and have indicated their
intent to serve if elected. Our Board of Directors has no reason to believe that
either of the nominees will be unable to serve or that any vacancy on the Board
of Directors will occur.
Our nominees, their respective ages, the year in which each first became one
of our directors and their principal occupations or employment during the past
five years are as follows:
<TABLE>
<CAPTION>
YEAR FIRST PRINCIPAL OCCUPATION
NOMINEE AGE BECAME DIRECTOR DURING THE PAST FIVE YEARS
- ------- -------- --------------- ----------------------------------------------
<S> <C> <C> <C>
Michael LaBranche.............. 44 1999 MICHAEL LABRANCHE has been our Chairman, Chief
Executive Officer and President since our
initial public offering in August 1999. Mr.
LaBranche has served as Chairman of the
Managing Committee of LaBranche & Co. since
1996 and has been a specialist with LaBranche
& Co. since 1977. He currently is a Governor
of the NYSE and is a member of its Market
Performance Committee.
Alfred O. Hayward, Jr.......... 51 1999 ALFRED O. HAYWARD, Jr. has been our Executive
Vice President and a director since our
initial public offering in August 1999. Mr.
Hayward has been a member of the Managing
Committee of LaBranche & Co. since 1994 and a
specialist with LaBranche & Co. since 1983. He
currently sits on the NYSE Arbitration Panel
and is involved with NYSE education programs.
</TABLE>
During the fiscal year ended December 31, 1999, our Board of Directors held
five meetings and acted four times by unanimous written consent in lieu of a
meeting.
4
<PAGE>
During the fiscal year ended December 31, 1999, each of our directors
attended 75% or more of the total number of meetings of our Board of Directors
(held during the period for which he or she was a director).
BOARD COMMITTEES
Our Board of Directors has an audit committee and a compensation committee.
The audit committee of our Board of Directors was established on March 17,
2000 and is composed of E. Margie Filter and Thomas E. Dooley. The audit
committee reviews, acts on and reports to our Board of Directors with respect to
various auditing and accounting matters, including the recommendation of our
auditors, the scope of our annual audits, fees to be paid to our auditors, the
performance of our independent auditors and our accounting practices. The audit
committee is comprised solely of independent directors.
The compensation committee of our Board of Directors was established on
March 17, 2000 and is composed of E. Margie Filter, Thomas E. Dooley and Michael
LaBranche. The compensation committee recommends, reviews and oversees salaries,
bonuses, benefits and equity incentives for our employees, consultants and
directors. The compensation committee also administers our incentive
compensation plans. The compensation committee is comprised of a majority of
independent directors.
Prior to March 17, 2000, the duties described above were fulfilled by our
Board of Directors.
DIRECTOR COMPENSATION
We have appointed two non-employee directors. Each of our non-employee
directors currently receives an annual retainer of $28,000 and attendance fees
of $1,500 per board meeting and $1,000 per committee meeting attended. The
attendance fees are paid after the end of each year in shares of our common
stock under our Equity Incentive Plan. Our employee directors do not receive any
additional compensation for serving on our Board of Directors or any committee
of our board.
VOTE REQUIRED
The two nominees receiving the highest number of affirmative votes of the
shares present in person or represented by proxy and entitled to vote for them
shall be elected as Class I directors. Only votes cast for a nominee will be
counted, except that the accompanying proxy will be voted for all nominees in
the absence of instructions to the contrary. Abstentions, broker non-votes and
instructions on the accompanying proxy card to withhold authority to vote for
one or more nominees will not be counted as a vote for any such nominee.
OUR BOARD OF DIRECTORS DEEMS THE ELECTION AS CLASS I DIRECTORS OF THE TWO
NOMINEES TO BE IN THE BEST INTERESTS OF LABRANCHE AND ITS STOCKHOLDERS AND
RECOMMENDS A VOTE "FOR" THE ELECTION OF EACH OF THESE NOMINEES.
5
<PAGE>
DIRECTORS AND EXECUTIVE OFFICERS
Our directors and executive officers are as follows:
<TABLE>
<CAPTION>
NAME AGE POSITION
- ---- -------- --------
<S> <C> <C>
Michael LaBranche...................... 44 Chairman, Chief Executive Officer and President
James G. Gallagher..................... 52 Executive Vice President and Director
Alfred O. Hayward, Jr.................. 51 Executive Vice President and Director
S. Lawrence Prendergast................ 58 Executive Vice President, Finance and Director
E. Margie Filter....................... 59 Director
Thomas E. Dooley....................... 43 Director
Harvey S. Traison...................... 60 Senior Vice President, Chief Financial Officer and
Director
Vincent J. Flaherty.................... 55 Senior Vice President, Floor Operations
Michael J. Naughton.................... 54 Senior Vice President, Specialist Operations
</TABLE>
MICHAEL LABRANCHE has been our Chairman, Chief Executive Officer and
President since our initial public offering in August 1999. Mr. LaBranche has
served as Chairman of the Managing Committee of LaBranche & Co. since 1996, as a
member of the Managing Committee of LaBranche & Co. since 1988 and as a
specialist with LaBranche & Co. since 1977. He currently is a Governor of the
NYSE and is a member of the NYSE's Market Performance Committee.
JAMES G. GALLAGHER has been our Executive Vice President and a director
since our initial public offering in August 1999. Mr. Gallagher has served as a
member of the Managing Committee of LaBranche & Co. since 1998. From 1980 to
July 1998, Mr. Gallagher was a specialist and managing partner with Fowler,
Rosenau & Geary, LLC. Mr. Gallagher is currently a NYSE Senior Floor Official.
Mr. Gallagher has also served for six years as a NYSE Floor Governor.
ALFRED O. HAYWARD, JR. has been our Executive Vice President and a director
since our initial public offering in August 1999. Mr. Hayward has been a
specialist with LaBranche & Co. since 1983 and has served as a member of the
Managing Committee of LaBranche & Co. since 1994. He currently sits on the NYSE
Arbitration Panel and is involved with NYSE education programs. Mr. Hayward has
served as a NYSE Floor Official and has also served as the Chairman of the
Allocation Committee.
S. LAWRENCE PRENDERGAST has been our Executive Vice President, Finance and a
director since our initial public offering in August 1999. From May 1997 to
August 1999, Mr. Prendergast was the Chairman and CEO of AT&T Investment
Management Corp. Prior to 1997, Mr. Prendergast was the Vice President and
Treasurer of AT&T for 14 years. Mr. Prendergast currently is a director of AT&T
Investment Management Corp., a money management subsidiary of AT&T.
E. MARGIE FILTER has been a director of LaBranche since October 1999.
Ms. Filter joined Xerox Corporation in 1973 and is currently Vice President,
Treasurer and Secretary of Xerox Corporation and President and Chief Executive
Officer of Xerox Credit Corporation. Ms. Filter is also a director of Baker
Hughes Inc. and Briggs and Stratton Corporation.
THOMAS E. DOOLEY has been a director of LaBranche since March 2000.
Mr. Dooley is Deputy Chairman and Executive Vice President of Viacom Inc. and a
member of its Board of Directors. Since 1980, Mr. Dooley has held various
divisional and corporate finance positions, most recently serving as Executive
Vice President, Finance, Corporate Development and Communications. Mr. Dooley
currently is a director of the International Radio & Television Society.
6
<PAGE>
HARVEY S. TRAISON has been our Senior Vice President and Chief Financial
Officer and a directors since March 2000. As of December 31, 1999, Mr. Traison
retired from the position of Vice President, Treasurer and Member of the Board
of Directors of DaimlerChrysler North America Holding Corporation and
DaimlerChrysler Canada Finance Inc. Mr. Traison joined Daimler-Benz (a
predecessor of DaimlerChrysler) in 1984.
VINCENT J. FLAHERTY has been our Senior Vice President since our initial
public offering in August 1999. Mr. Flaherty has been a specialist with
LaBranche & Co. since 1997. Prior to joining our specialist firm, Mr. Flaherty
was the managing partner of Homans & Co., an NYSE specialist firm, which he
joined in 1963.
MICHAEL J. NAUGHTON has been our Senior Vice President since our initial
public offering in August 1999. Mr. Naughton has been a specialist with
LaBranche & Co. since 1979 and was appointed to the Managing Committee of
LaBranche & Co. in 1990.
There are no family relationships among any of our directors and executive
officers.
EXECUTIVE COMPENSATION
Prior to our reorganization transactions in August 1999, many of our
managing directors were members of LaB Investing Co. L.L.C., the general partner
of LaBranche & Co. The aggregate amount of compensation received by all our
managing directors generally approximated LaB Investing Co. L.L.C.'s interest in
LaBranche & Co.'s income before managing directors' compensation. These payments
of compensation were allocated among our managing directors based on the
managing directors' respective percentage interests in the profits of LaB
Investing Co. L.L.C. Since our reorganization from partnership to corporate
form, our managing directors, including our executive officers, receive
compensation in the form of salary plus participation in our Equity Incentive
Plan and our Annual Incentive Plan.
The following table sets forth the annual compensation we paid during fiscal
1999 to our Chief Executive Officer and our four other highest paid executive
officers (the "Named Executive Officers") whose total salary for fiscal 1999
exceeded $100,000 for services rendered to LaBranche and its subsidiaries in all
capacities. Such amounts reflect the amounts paid to these individuals under the
compensation arrangements in effect prior to our reorganization in August 1999,
plus amounts paid under the restructured compensation plan following our
reorganization. As a result, these amounts may not be indicative of amounts to
be paid to the Named Executive Officers in future years. No executive who would
otherwise have been includable in such table on the basis of salary and bonus
earned for fiscal 1999 resigned or otherwise terminated employment during fiscal
1999.
7
<PAGE>
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
POST-REORGANIZATION PRE-REORGANIZATION
--------------------------------------------------------------------- ------------------
LONG TERM
ANNUAL COMPENSATION COMPENSATION
----------------------- ---------------------
OTHER ANNUAL SECURITIES UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS(1) COMPENSATION STOCK OPTIONS COMPENSATION (2)
- --------------------------- -------- -------- -------- ------------ --------------------- ------------------
<S> <C> <C> <C> <C> <C> <C>
Michael LaBranche........... 1999 $93,750 $815,460 -- 500,000 $4,226,312
Chairman, Chief Executive
Officer and President
James G. Gallagher.......... 1999 93,750 375,625 -- 250,000 2,826,863
Executive Vice President
Alfred O. Hayward, Jr....... 1999 93,750 500,460 -- 100,000 2,831,843
Executive Vice President
Vincent J. Flaherty......... 1999 93,750 300,460 -- 50,000 4,010,514
Senior Vice President,
Floor Operations
Michael J. Naughton......... 1999 93,750 250,460 -- 100,000 2,831,843
Senior Vice President,
Specialist Operations
</TABLE>
- ------------------------
(1) Reflects bonus amount earned in 1999.
(2) Reflects managing directors' compensation from our partnership paid to our
Named Executive Officers prior to our reorganization.
The following table sets forth certain summary information concerning
individual grants of stock options made during the year ended December 31, 1999
to each of our Named Executive Officers.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE VALUE
% OF TOTAL EXERCISE AT ASSUMED ANNUAL RATES
SHARES OPTIONS GRANTED OR BASE OF STOCK PRICE APPRECIATION
UNDERLYING TO EMPLOYEES PRICE PER EXPIRATION ----------------------------
OPTIONS IN 1999 SHARE DATE 5% 10%
---------- --------------- --------- ---------- ------------ -------------
<S> <C> <C> <C> <C> <C> <C>
Michael LaBranche............. 500,000 41.7% $14.00 08/19/2009 $4,402,262 $11,156,197
James G. Gallagher............ 250,000 20.8% 14.00 08/19/2009 2,201,131 5,578,099
Alfred O. Hayward, Jr......... 100,000 8.3% 14.00 08/19/2009 880,452 2,231,239
Vincent J. Flaherty........... 50,000 4.2% 14.00 08/19/2009 440,226 1,115,620
Michael J. Naughton........... 100,000 8.3% 14.00 08/19/2009 880,452 2,231,239
</TABLE>
8
<PAGE>
The following table sets forth the number of options and value of
unexercised options held by each of our Named Executive Officers at
December 31, 1999.
AGGREGATED OPTION EXERCISES IN
LAST FISCAL YEAR AND FISCAL YEAR
END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF UNEXERCISED VALUE OF UNEXERCISED IN-THE-
OPTIONS AT YEAR END MONEY OPTIONS AT YEAR END
--------------------------- -----------------------------
EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
----------- ------------- ------------ --------------
<S> <C> <C> <C> <C>
Michael LaBranche.............................. -- 500,000 -- --
James G. Gallagher............................. -- 250,000 -- --
Alfred O. Hayward, Jr.......................... -- 100,000 -- --
Vincent J. Flaherty............................ -- 50,000 -- --
Michael J. Naughton............................ -- 100,000 -- --
</TABLE>
EMPLOYMENT AGREEMENTS
Each employment agreement, other than the employment agreements with our
Executive Vice President, Finance and our Senior Vice President and Chief
Financial Officer, has an initial term of at least one but not more than five
years, requires the managing director to devote his entire working time to our
business and affairs, contains various restrictive covenants and is terminable
on 90 days' notice by either party. The employment agreement with our Executive
Vice President, Finance, has an initial term of one year, requires him to devote
his time as is reasonably necessary for him to perform his duties and
responsibilities and is terminable on 30 days' notice by either party. The
employment agreement with our Senior Vice President and Chief Financial Officer
has an initial term of three years, requires him to devote substantially all of
his business time to the performance of his duties and responsibilities, is
terminable on 90 days' notice by either party and provides for automatic
one-year renewals, subject to notice of termination.
THE EQUITY INCENTIVE PLAN
Currently, under the Equity Incentive Plan, there are outstanding,
(1) options to purchase an aggregate of 1,200,000 shares of our common stock
granted at $14.00 to our executive officers, (2) restricted stock units for
1,064,655 shares of common stock granted to our employees who are not managing
directors and (3) 368 shares of unrestricted stock issued to one of our
independent directors as compensation for her attendance at board meetings in
1999. Subject to continuing service with the firm and certain other conditions,
the options already granted will generally become exercisable in three equal
annual installments commencing on the first anniversary of the date of the grant
and restricted stock units will generally vest in three equal annual
installments commencing on the third anniversary of the grant date.
TYPES OF AWARDS. The Equity Incentive Plan provides for grants of options
to purchase shares of common stock, including options intended to qualify as
incentive stock options ("ISOs") (within the meaning of Section 422 of the
Internal Revenue Code of 1986, as amended), and options which do not qualify as
ISOs ("NQSOs"), restricted shares of our common stock, restricted stock units,
the value of which is tied to shares of our common stock, and other equity-based
awards related to our common stock.
AVAILABLE SHARES. A maximum of 4,687,500 shares of our common stock has been
reserved for issuance under the Equity Incentive Plan. The number, class and
exercise price per share will be adjusted proportionately or as otherwise
appropriate to reflect any increase in, decrease in, or exchange of the
outstanding shares of our common stock through merger, consolidation,
recapitalization, reclassification,
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<PAGE>
stock split, reverse stock split, stock dividend or similar corporate
transaction. These shares may be authorized but unissued shares of our common
stock or issued shares of our common stock held in our treasury or otherwise
acquired for the purposes of the Equity Incentive Plan. New awards may be
granted under the Equity Incentive Plan with respect to shares of our common
stock covered by any award that terminates or expires by its terms (by
cancellation or otherwise) or with respect to shares of our common stock that
are withheld or surrendered to satisfy a recipient's income tax or other
withholding obligations or tendered to pay the purchase price of any award.
There are currently available 2,422,477 shares of our common stock with respect
to which awards may be granted under the Equity Incentive Plan.
The maximum number of shares of our common stock with respect to which
options, restricted stock, restricted stock units or other equity-based awards
may be granted under the Equity Incentive Plan during any calendar year to any
employee may not exceed 500,000 shares, subject to adjustment upon certain
corporate transactions (as described above).
ELIGIBILITY. Awards under the Equity Incentive Plan may be granted to any
of our directors, officers, managing directors or other employees, including any
prospective employee, and to any of our advisors or consultants selected by the
compensation committee of our Board of Directors.
ADMINISTRATION. The Equity Incentive Plan, which had been administered by
our Board of Directors until March 17, 2000, is currently administered by our
compensation committee. The compensation committee will have full discretion and
authority to make awards under the Equity Incentive Plan, to apply and interpret
the provisions of the Equity Incentive Plan and to take such other actions as
may be necessary or desirable in order to carry out the provisions of the Equity
Incentive Plan. The determinations of the compensation committee on all matters
relating to the Equity Incentive Plan and the options, restricted stock,
restricted stock units and other equity-based awards granted thereunder will be
final, binding and conclusive.
STOCK OPTIONS. The compensation committee may authorize the grant of ISOs
and NQSOs in such amounts and subject to such terms and conditions as it may
determine. The exercise price of an option granted under the Equity Incentive
Plan may not be less than the fair market value of our common stock on the date
of grant (as determined under the plan). Unless sooner terminated or exercised,
options will generally expire ten years from the date of grant. Payment for
shares acquired upon the exercise of an option may be made (as determined by the
compensation committee) in cash and/or such other form of payment as may be
permitted from time to time, which may include previously-owned shares of our
common stock or pursuant to a broker's cashless exercise procedure. Except as
otherwise permitted by the compensation committee, no option may be exercised
more than 30 days after termination of the optionee's service (or, if the
optionee's service is terminated by reason of disability or death, one year
thereafter). If an optionee's employment is terminated for cause, options held
by such optionee immediately terminate. An optionee will not have any of the
rights of a stockholder with respect to shares subject to an option until the
issuance of such shares.
RESTRICTED STOCK. The compensation committee may grant restricted shares of
our common stock in amounts, and subject to terms and conditions (such as time
vesting and/or performance-based vesting criteria), as it may determine.
Generally, prior to vesting, the recipient will have the rights of a stockholder
with respect to the restricted stock, subject to any restrictions and conditions
as the compensation committee may include in the award agreement.
RESTRICTED STOCK UNITS. The compensation committee may grant restricted
stock units, the value of which is tied to shares of our common stock, in
amounts, and subject to terms and conditions, as the compensation committee may
determine. Recipients of restricted stock units have only the rights of our
general unsecured creditors and no rights as a stockholder until the common
stock referenced by the restricted stock units is delivered to the recipient.
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<PAGE>
OTHER EQUITY-BASED AWARDS. The compensation committee may grant other types
of equity-based awards related to our common stock under the Equity Incentive
Plan, including the grant of unrestricted shares of our common stock and stock
appreciation rights, in amounts and subject to terms and conditions as the
compensation committee may determine. These awards may involve the transfer of
actual shares of common stock or the payment in cash or otherwise of amounts
based on the value of shares of our common stock.
CHANGE IN CONTROL. The compensation committee may provide, in any award
agreement, for provisions relating to a "change in control" of us or any of our
subsidiaries or affiliates, including, without limitation, the acceleration of
the exercisability of, or the lapse of restrictions with respect to, the award.
NONASSIGNABILITY. Except to the extent otherwise provided in an award
agreement or approved by the compensation committee with respect to NQSOs, no
award granted under the Equity Incentive Plan will be assignable or transferable
other than by will or by the laws of descent and distribution and all awards
will be exercisable during the life of a recipient only by the recipient or his
or her legal representative.
AMENDMENT AND TERMINATION. The Equity Incentive Plan may be amended or
terminated at any time by our Board of Directors, subject, however, to
stockholder approval in the case of certain material amendments, such as an
increase in the number of shares available under the Equity Incentive Plan or a
change in the class of individuals eligible to participate in the Equity
Incentive Plan.
U.S. FEDERAL INCOME TAX CONSEQUENCES. The following is a brief description
of the material U.S. federal income tax consequences generally arising with
respect to awards granted under the Equity Incentive Plan.
The grant of an option will have no income tax consequences to the recipient
or to us. Upon the exercise of an option, other than an ISO, the recipient
generally will recognize ordinary income equal to the excess of the fair market
value of the shares of common stock subject to the option on the date of
exercise over the exercise price for such shares (i.e., the option spread), and
we generally will be entitled to a corresponding tax deduction in the same
amount. Upon the sale of the shares of our common stock acquired pursuant to the
exercise of an option, the recipient will recognize capital gain or loss equal
to the difference between the selling price and the sum of the exercise price
plus the amount of ordinary income recognized on the exercise.
A recipient generally will not recognize ordinary income upon the exercise
of an ISO (although, on exercise, the option spread is an item of tax preference
potentially subject to the alternative minimum tax), and we will not receive any
deduction. If the stock acquired upon exercise of an ISO is sold or otherwise
disposed of within two years from the grant date or within one year from the
exercise date, then gain realized on the sale generally is treated as ordinary
income to the extent of the ordinary income that would have been realized upon
exercise if the option had not been an ISO, and we generally will be entitled to
a corresponding deduction in the same amount. Any remaining gain is treated as
capital gain.
If the shares acquired upon the exercise of an ISO are held for at least two
years from the grant date and one year from the exercise date and the recipient
is employed by us at all times beginning on the grant date and ending on the
date three months prior to the exercise date, then all gain or loss realized
upon the sale will be capital gain or loss and we will not receive any
deduction.
In general, an individual who receives an award of restricted stock will
recognize ordinary income at the time such award vests in an amount equal to the
difference between the value of the vested shares and the purchase price for
such shares, if any, and we generally will be entitled to a deduction in an
amount equal to the ordinary income recognized by the recipient at such time.
The recipient of an award of restricted stock units generally will recognize
ordinary income upon the issuance of the shares of common stock underlying such
restricted stock units in an amount equal to the difference between the value of
such shares and the purchase price for such units and/or shares, if any, and
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<PAGE>
we generally will be entitled to a deduction in an amount equal to the ordinary
income recognized by the recipient at such time.
With respect to other equity based awards, upon the payment of cash or the
issuance of shares or other property that is either not restricted as to
transferability or not subject to a substantial risk of forfeiture, the
participant generally will recognize ordinary income equal to the cash or the
fair market value of shares or other property delivered, less any amount paid by
the participant for such award. Generally, we will be entitled to a deduction in
an amount equal to the ordinary income recognized by the participant.
THE ANNUAL INCENTIVE PLAN
We adopted the LaBranche & Co Inc. Annual Incentive Plan at the time of our
initial public offering in August 1999. Our managing directors and other
employees selected by the compensation committee of our Board of Directors are
eligible to participate in the Annual Incentive Plan. Under this plan, a
compensation pool of up to 30% of our pre-tax income, or such lesser percentage
determined by the compensation committee, is set aside for our managing
directors and other employees selected by the compensation committee to
participate in this plan. In determining the 30% compensation pool, the
compensation expenses relating to the awards under our Equity Incentive Plan
will be deducted. Under the plan, no individual participant may receive more
than 25% of the compensation pool for any fiscal year. The amounts payable under
the Annual Incentive Plan to our plan participants are reviewed on an annual
basis and are based on such factors and considerations as the compensation
committee deems appropriate in individual cases and on our operating results and
the overall performance of these participants. An award made by the compensation
committee to our managing directors and other employees is completely
discretionary. The Annual Incentive Plan may be amended or terminated at any
time by our Board of Directors.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
We did not have a compensation committee during the fiscal year ended
December 31, 1999. During the year, each of Michael LaBranche, James G.
Gallagher and Alfred O. Hayward, Jr. participated in deliberations concerning
executive compensation, including decisions relative to their own compensation.
BOARD REPORT ON EXECUTIVE COMPENSATION
This report of the Board of Directors shall not be deemed incorporated by
reference by any general statement incorporating by reference this proxy
statement into any filing under the Securities Act of 1933, as amended, or under
the Securities Exchange Act of 1934, as amended, except to the extent that we
specifically incorporate this information by reference, and shall not otherwise
be deemed filed under such Acts.
Since we did not have a compensation committee during the fiscal year ended
December 31, 1999, the Board of Directors administered LaBranche's executive
compensation programs, monitored corporate performance and its relationship to
compensation of executive officers, and made appropriate recommendations and
decisions concerning matters of executive compensation, following completion of
our initial public offering in August 1999.
COMPENSATION PHILOSOPHY. We believe that executive compensation should be
closely related to increased stockholder value. One of the strengths
contributing to our success is a strong management team. Our compensation
program is designed to enable us to attract, retain and reward capable employees
who can contribute to our continued success, principally by linking compensation
with the attainment of key business objectives. Equity participation and a
strong alignment to stockholders' interests are key elements of our compensation
philosophy. Accordingly, our executive compensation program is designed to
provide competitive compensation, support our strategic business goals and
reflect our performance.
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The compensation program reflects the following principles:
- Compensation should encourage increased stockholder value;
- Compensation programs should support our short- and long-term strategic
business goals and objectives;
- Compensation programs should reflect and promote our values and reward
individuals for outstanding contributions toward business goals; and
- Compensation programs should enable us to attract and retain highly
qualified professionals.
PAY MIX AND MEASUREMENT. Our executive compensation is comprised of two
components, base salary and incentives, each of which is intended to serve the
overall compensation philosophy.
BASE SALARY. Our salary levels are intended to be consistent with
competitive pay practices and levels of responsibility, with salary increases
reflecting competitive trends, our overall financial performance and resources,
general economic conditions as well as a number of factors relating to the
particular individual, including the performance of the individual executive,
and level of experience, ability and knowledge of the job. The salary levels for
1999 following our initial public offering were determined by members of
management prior to and in anticipation of the initial public offering.
INCENTIVES. For 1999, incentives consisted of cash awards and equity-based
incentives. The granting of cash awards was discretionary and was dependent
principally on our overall performance and the performance of each individual
employee. Cash awards to our managing directors were made pursuant to our Annual
Incentive Plan. We expect to continue to grant annual cash awards consistent
with our performance. The equity-based awards consisted of stock options and
restricted stock units granted to our executives and other employees at the time
of our initial public offering pursuant to our Equity Incentive Plan. In the
future, in addition to cash awards, we may from time to time grant additional
equity-based incentives. We believe that the equity-based awards provide our
employees with an opportunity to increase their ownership and potentially gain
financially from increases in the price of our common stock. By this approach,
the best interests of stockholders, executives and employees will be closely
aligned. The equity-based awards were, and we expect will continue to be, based
primarily on an employee's potential contribution to our growth and
profitability. Generally, these grants vest over a period of time, and
executives and other employees must continue to be employed by us in order for
such grants to vest.
CHIEF EXECUTIVE OFFICER COMPENSATION FOR THE FISCAL YEAR ENDED DECEMBER 31,
1999. In August 1999, Mr. LaBranche entered into an employment agreement with
LaBranche which currently provides for an annual base salary of $250,000. In
addition, he received a cash award for 1999 pursuant to our Annual Incentive
Plan. Prior thereto, Mr. LaBranche received distributions based upon his equity
interests in our subsidiary, LaB Investing Co. L.L.C. We deem the employment
arrangements with Mr. LaBranche to be appropriate considering our overall
performance and that of Mr. LaBranche.
TAX EFFECTS. Section 162(m) of the Internal Revenue Code generally denies a
federal income tax deduction for certain compensation exceeding $1,000,000 paid
to the Chief Executive Officer or any of the four other highest paid executive
officers, excluding (among other things) certain performance-based compensation.
Non-deductibility would result in additional tax cost to us. Through
December 31, 1999, this provision did not affect our tax deductions, but we will
continue to monitor the potential impact of Section 162(m) on our ability to
deduct executive compensation.
GENERAL. We believe that linking executive compensation to corporate
performance results in a better alignment of compensation with corporate
business goals and stockholder value. We further believe that our compensation
practices are directly tied to stockholder returns and linked to the achievement
of our annual and longer-term financial and operational results on behalf of our
stockholders. In view of our
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performance and achievement of goals and competitive conditions, we believe that
compensation levels during fiscal 1999 adequately reflect our compensation goals
and policies.
<TABLE>
<S> <C>
February 11, 2000 Board of Directors
Michael LaBranche
James G. Gallagher
Alfred O. Hayward, Jr.
S. Lawrence Prendergast
E. Margie Filter
</TABLE>
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
our executive officers and directors and persons who beneficially own more than
ten percent of our common stock to file initial reports of ownership and reports
of changes in ownership with the Securities and Exchange Commission. Executive
officers, directors and greater than ten percent beneficial owners are required
by the SEC to furnish us with copies of all Section 16(a) forms they file.
Based upon a review of the copies of such forms furnished to us and written
representations from our executive officers and directors, we believe that
during fiscal 1999 all Section 16(a) filing requirements applicable to our
executive officers, directors and greater than ten percent beneficial owners
were complied with on a timely basis.
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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
INTEREST ON CAPITAL
The members of LaB Investing Co. L.L.C. historically contributed capital to
LaB Investing Co. L.L.C., which was, in turn, contributed to LaBranche & Co. For
1999, the Named Executive Officers listed below earned interest income on their
capital account balance in the amounts set forth opposite their names:
<TABLE>
<CAPTION>
CAPITAL INTEREST
NAME INCOME
- ---- ----------------
<S> <C>
Michael LaBranche........................................... $364,404
James G. Gallagher.......................................... 277,852
Alfred O. Hayward, Jr....................................... 236,491
Vincent J. Flaherty......................................... 196,047
Michael J. Naughton......................................... 254,985
</TABLE>
LEASE PAYMENT ON MEMBERSHIPS
Some of our Named Executive Officers have contributed the use of their NYSE
memberships to LaBranche & Co. and receive lease payments from LaBranche & Co.
based on the market value of the memberships. For 1999, the Named Executive
Officers listed below received payments from LaBranche & Co. in the amounts set
forth opposite their names:
<TABLE>
<CAPTION>
NAME LEASE INCOME
- ---- ------------
<S> <C>
Michael LaBranche........................................... $192,000
James G. Gallagher.......................................... 192,000
Michael J. Naughton......................................... 192,000
</TABLE>
INTEREST ON INDEBTEDNESS
A family member of Mr. Flaherty holds $600,000 of subordinated indebtedness
due August 31, 2000, which currently bears interest at an annual rate of 10.0%
payable on a quarterly basis. Mr. LaBranche's spouse holds $1.3 million of
secured subordinated indebtedness due March 2, 2001, which currently bears
interest at an annual rate of 8.0% payable on a quarterly basis. The agreements
relating to this debt have automatic rollover provisions which extend the
maturities for an additional year, unless the lender provides notice at least
seven months prior to maturity. The interest income in 1999 for Mr. Flaherty's
family member was $60,000 and the interest income in 1999 for Mr. LaBranche's
spouse was $123,333.
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COMPARATIVE PERFORMANCE BY LABRANCHE
The SEC requires us to present a chart comparing the cumulative total
stockholder return on our common stock with the cumulative total stockholder
return of (i) a broad equity market index and (ii) a published industry index or
peer group. Although the chart would normally be for a five-year period, our
common stock began trading publicly on August 19, 1999 and, as a result, the
following chart commences as of such date. This chart compares our common stock
with (i) the NYSE Composite Index and (ii) the NYSE Financials Index. The chart
assumes (a) $100 was invested on August 19, 1999 in each of our common stock,
the stocks comprising the NYSE Composite Index and the stock comprising the NYSE
Financials Index and (b) the reinvestment of dividends.
COMPARISON OF CUMULATIVE TOTAL RETURN
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
8/19/99 8/31/99 9/30/99 10/29/99 11/30/99 12/31/99
<S> <C> <C> <C> <C> <C> <C>
LAB 100.00 98.28 77.16 92.24 74.57 87.93
NYSE Composite 100.00 98.74 95.74 101.12 102.23 105.48
NYSE Financials 100.00 96.43 91.53 103.90 100.90 99.43
</TABLE>
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<PAGE>
PROPOSAL NO. 2--RATIFICATION OF APPOINTMENT
OF INDEPENDENT PUBLIC ACCOUNTANTS
The stockholders will be asked to ratify the appointment of Arthur Andersen
LLP as our independent public accountants for the fiscal year ending
December 31, 2000. Arthur Andersen LLP audited our consolidated financial
statements for the fiscal year ended December 31, 1999. A representative of
Arthur Andersen LLP is expected to be present at the Annual Meeting, will have
an opportunity to make a statement if he or she desires to do so and is expected
to be available to respond to appropriate questions from stockholders.
VOTE REQUIRED
The affirmative vote of the holders of a majority of the shares of our
common stock present or represented and entitled to vote is required for the
ratification of the appointment of Arthur Andersen LLP as our independent public
accountants. Abstentions and broker non-votes have the same legal effect as
votes cast against this proposal.
THE BOARD OF DIRECTORS DEEMS PROPOSAL NO. 2 TO BE IN THE BEST INTERESTS OF
LABRANCHE AND ITS STOCKHOLDERS AND RECOMMENDS A VOTE "FOR" APPROVAL THEREOF.
STOCKHOLDER PROPOSALS
All stockholder proposals which are intended to be presented at our annual
meeting of stockholders to be held in 2001 must be received by us no later than
November 30, 2000 for inclusion in our proxy statement and form of proxy
relating to that meeting.
Stockholder proxies obtained by our Board of Directors in connection with
our annual meeting of stockholders to be held in 2001 will confer on the proxies
discretionary authority to vote on any matters presented at the meeting which
were not included in the proxy statement, unless notice of the matter to be
presented at the meeting is provided to our Secretary before February 9, 2001.
OTHER BUSINESS
Our Board of Directors knows of no other business to be acted upon at the
Annual Meeting. However, if any other business properly comes before the Annual
Meeting, it is the intention of the persons named in the enclosed proxy to vote
on such matters in accordance with their best judgment.
The prompt return of your proxy will be appreciated and helpful in obtaining
the necessary vote. Therefore, whether or not you expect to attend the Annual
Meeting, please sign the proxy and return it in the enclosed envelope.
By Order of the Board of Directors
/s/ William J. Burke, III
William J. Burke, III
SECRETARY
Dated: March 31, 2000
A COPY OF OUR ANNUAL REPORT ON FORM 10-K WILL BE SENT WITHOUT CHARGE TO ANY
STOCKHOLDER REQUESTING IT IN WRITING FROM: LABRANCHE & CO INC., ATTENTION:
SECRETARY, ONE EXCHANGE PLAZA, NEW YORK, NEW YORK 10006.
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<PAGE>
LABRANCHE & CO INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 4, 2000
George M.L. (Michael) LaBranche, IV and Harvey S. Traison, each of
them, as the true and lawful attorneys, agents and proxies of the undersigned,
with full power of substitution, are hereby authorized to represent and to vote
all shares of Common Stock of LaBranche & Co Inc. held of record by the
undersigned on March 24, 2000 at the Annual Meeting of Stockholders to be held
on 9:00 a.m. (New York time) on May 4, 2000, at the Marriott World Trade Center,
3 World Trade Center, New York, New York 10048 and any adjournment thereof. Any
and all proxies heretofore given are hereby revoked.
WHEN PROPERLY EXECUTED, THIS PROXY WILL BE VOTED AS DESIGNATED BY THE
UNDERSIGNED. IF NO CHOICE IS SPECIFIED, THIS PROXY WILL BE VOTED FOR EACH OF THE
NOMINEES FOR PROPOSAL 1 AND FOR PROPOSAL 2.
THE BELOW-SIGNED ACKNOWLEDGES RECEIPT OF THE NOTICE OF ANNUAL MEETING OF
STOCKHOLDERS AND THE PROXY STATEMENT FURNISHED THEREWITH.
PLEASE VOTE, SIGN, DATE AND RETURN THIS PROXY PROMPTLY
v DETACH BELOW AND RETURN USING THE ENVELOPE PROVIDED v
- --------------------------------------------------------------------------------
LABRANCHE & CO INC. 2000 ANNUAL MEETING
PROPOSAL NO. 1. ELECTION OF CLASS 1 DIRECTORS:
1 - MICHAEL LABRANCHE |_| FOR all nominees |_| WITHHOLD AUTHORITY
2 - ALFRED O. HAYWARD, JR. listed to the left to vote for all nominees
(except as specified listed to the left.
below).
(Instructions: To withhold -----------------------------------------------------
authority to vote for any
indicated nominee, write
the number(s) of the
nominee(s) in the box
provided to the right.) -----------------------------------------------------
Discretionary authority is hereby granted with respect to such other matters as
may properly come before the meeting.
Check appropriate box
Indicate changes below: Date _______________________, 2000
Address Change? |_| Name Change? |_|
NO. OF SHARES
-----------------------------------------------------
-----------------------------------------------------
SIGNATURE(S) IN BOX
Important: Please sign exactly as name appears on
this card. Each joint owner should sign. Executors,
administrators, trustees, etc. should give full title
as such. If signor is a corporation, please give full
corporate name by duly authorized officer. If a
partnership, please sign in partnership name by
authorized person.
