<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement
[_] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement*
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
GetThere.Com, Inc.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[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:
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(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:
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[_] 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.:
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(3) Filing Party:
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(4) Date Filed:
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* The Registrant expects to release definitive proxy statements to
securityholders on or about June 2, 2000.
<PAGE>
[LOGO]
GETTHERE.COM, INC.
4045 Campbell Avenue
Menlo Park, California 94025
June 2, 2000
TO THE STOCKHOLDERS OF GETTHERE.COM, INC.
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders of
GetThere.com, Inc. ("GetThere" or the "Company"), which will be held at the
Sheraton Palo Alto Hotel, located at 625 El Camino Real, Palo Alto, California,
on Friday, June 23, 2000, at 10:00 a.m.
Details of the business to be conducted at the Annual Meeting are given in
the attached Proxy Statement and Notice of Annual Meeting of Stockholders.
It is important that your shares be represented and voted at the meeting.
WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE COMPLETE, SIGN,
DATE AND PROMPTLY RETURN THE ACCOMPANYING PROXY IN THE ENCLOSED POSTAGE-PAID
ENVELOPE. Returning the proxy does NOT deprive you of your right to attend the
Annual Meeting. If you decide to attend the Annual Meeting and wish to change
your proxy vote, you may do so automatically by voting in person at the
meeting.
On behalf of the Board of Directors, I would like to express our
appreciation for your continued interest in the affairs of the Company. We look
forward to seeing you at the Annual Meeting.
Sincerely,
/s/ Gadi Maier
_____________________________________
Gadi Maier
Chief Executive Officer and
President
<PAGE>
GETTHERE.COM, INC.
4045 Campbell Avenue
Menlo Park, California 94025
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be held June 23, 2000
The Annual Meeting of Stockholders (the "Annual Meeting") of GetThere.com,
Inc. (the "Company") will be held at the Sheraton Palo Alto Hotel, 625 El
Camino Real, Palo Alto, California, on Friday, June 23, 2000, at 10:00 a.m. for
the following purposes:
1. To elect one Class I director and the Series D1, D2, and D3 Directors
of the Board of Directors to serve until the next Annual Meeting or until
their successors have been duly elected and qualified;
2. To amend the Company's Amended and Restated Certificate of
Incorporation to change the Company's name to "GetThere Inc." ; and
3. To ratify the appointment of PricewaterhouseCoopers, LLP, as the
Company's independent public accountants for the fiscal year ending January
31, 2001;
4. To transact such other business as may properly come before the
meeting or any adjournments or postponements thereof.
The foregoing items of business are more fully described in the attached
Proxy Statement.
Only stockholders of record at the close of business on May 19, 2000 are
entitled to notice of, and to vote at, the Annual Meeting and at any
adjournments or postponements thereof. A list of such stockholders will be
available for inspection at the Company's headquarters located at 4045 Campbell
Avenue, Menlo Park, California, during ordinary business hours for the ten-day
period prior to the Annual Meeting.
BY ORDER OF THE BOARD OF DIRECTORS,
/s/ Kenneth R. Pelowski
_____________________________________
Kenneth R. Pelowski
Chief Operating Officer, Chief
Financial Officer, and Secretary
Menlo Park, California
June 2, 2000
IMPORTANT
WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE COMPLETE,
SIGN, DATE AND PROMPTLY RETURN THE ACCOMPANYING PROXY IN THE ENCLOSED
POSTAGE-PAID ENVELOPE. YOU MAY REVOKE YOUR PROXY AT ANY TIME PRIOR TO THE
ANNUAL MEETING. IF YOU DECIDE TO ATTEND THE ANNUAL MEETING AND WISH TO
CHANGE YOUR PROXY VOTE, YOU MAY DO SO AUTOMATICALLY BY VOTING IN PERSON AT
THE MEETING.
<PAGE>
GETTHERE.COM, INC.
4045 Campbell Avenue
Menlo Park, California 94025
PROXY STATEMENT
FOR ANNUAL MEETING OF STOCKHOLDERS
To be held June 23, 2000
These proxy materials are furnished in connection with the solicitation of
proxies by the Board of Directors of GetThere.com, Inc., a Delaware corporation
(the "Company"), for the Annual Meeting of Stockholders (the "Annual Meeting")
to be held at the Sheraton Palo Alto Hotel, 625 El Camino Real, Palo Alto,
California, on Friday, June 23, 2000, at 10:00 a.m., and at any adjournment or
postponement of the Annual Meeting. These proxy materials were first mailed to
stockholders on or about May 31, 2000.
PURPOSE OF MEETING
The specific proposals to be considered and acted upon at the Annual Meeting
are summarized in the accompanying Notice of Annual Meeting of Stockholders.
Each proposal is described in more detail in this Proxy Statement.
VOTING RIGHTS AND SOLICITATION OF PROXIES
The Company's Common Stock as well as the Series D1 Preferred Stock, Series
D2 Preferred Stock and Series D3 Preferred Stock are entitled to vote at the
Annual Meeting. On May 19, 2000, the record date for determination of
stockholders entitled to vote at the Annual Meeting, there were 32,623,896
shares of Common Stock outstanding. Each stockholder of record on May 19, 2000
is entitled to one vote for each share of Common Stock held by such stockholder
on May 19, 2000. Shares of Common Stock may not be voted cumulatively. All
votes will be tabulated by the inspector of election appointed for the Annual
Meeting, who will separately tabulate affirmative and negative votes,
abstentions and broker non-votes.
Quorum Required
The Company's bylaws provide that the holders of a majority of the Company's
Stock issued and outstanding and entitled to vote at the Annual Meeting,
present in person or represented by proxy, shall constitute a quorum for the
transaction of business at the Annual Meeting. Abstentions and broker non-votes
will be counted as present for the purpose of determining the presence of a
quorum.
Votes Required
Proposal 1. Directors are elected by a plurality of the affirmative votes
cast by those shares present in person, or represented by proxy, and entitled
to vote at the Annual Meeting. The nominees for director in each class
receiving the highest number of affirmative votes will be elected. Abstentions
and broker non-votes will not be counted toward a nominee's total. Stockholders
may not cumulate votes in the election of directors.
Proposal 2. Amendment of the Company's Certificate of Incorporation requires
the approval of a majority of the outstanding shares of GetThere Common Stock
issued and outstanding and entitled to vote at the Annual Meeting. Abstentions
and broker non-votes are not affirmative votes and, therefore, will have the
same effect as votes against the proposal.
Proposal 3. Ratification of the appointment of PricewaterhouseCoopers, LLP,
as the Company's independent public accountants for the fiscal year ending
January 31, 2001 requires the affirmative vote of a majority of those shares
present in person, or represented by proxy, and cast either affirmatively or
negatively at the Annual Meeting. Abstentions and broker non-votes will not be
counted as having been voted on the proposal.
1
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Proxies
Whether or not you are able to attend the Company's Annual Meeting, you are
urged to complete and return the enclosed proxy, which is solicited by the
Company's Board of Directors and which will be voted as you direct on your
proxy when properly completed. In the event no directions are specified, such
proxies will be voted FOR the Nominees of the Board of Directors (as set forth
in Proposal No. 1), FOR Proposal No. 2, FOR Proposal No. 3 and in the
discretion of the proxy holders as to other matters that may properly come
before the Annual Meeting. You may also revoke or change your proxy at any time
before the Annual Meeting. To do this, send a written notice of revocation or
another signed proxy with a later date to the Secretary of the Company at the
Company's principal executive offices before the beginning of the Annual
Meeting. You may also automatically revoke your proxy by attending the Annual
Meeting and voting in person. All shares represented by a valid proxy received
prior to the Annual Meeting will be voted.
Solicitation of Proxies
The Company will bear the entire cost of solicitation, including the
preparation, assembly, printing, and mailing of this Proxy Statement, the
proxy, and any additional soliciting material furnished to stockholders. Copies
of solicitation material will be furnished to brokerage houses, fiduciaries,
and custodians holding shares in their names that are beneficially owned by
others so that they may forward this solicitation material to such beneficial
owners. In addition, the Company may reimburse such persons for their costs of
forwarding the solicitation material to such beneficial owners. The original
solicitation of proxies by mail may be supplemented by solicitation by
telephone, telegram, or other means by directors, officers, employees or agents
of the Company. No additional compensation will be paid to these individuals
for any such services. Except as described above, the Company does not
presently intend to solicit proxies other than by mail.
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PROPOSAL NO. 1
ELECTION OF DIRECTORS
The persons who are being nominated for election to the Board of Directors
(the "Nominees"), their ages as of May 1, 2000, their positions and offices
held with the Company and certain biographical information are set forth below.
The proxy holders intend to vote all proxies received by them in the
accompanying form FOR the Nominees listed below unless otherwise instructed.
The Series D1 Director is elected by the holder of the outstanding share of
Series D1 Preferred Stock. The Series D2 Director is elected by the holder of
the outstanding share of Series D2 Preferred Stock. The Series D3 Director is
elected by the holder of the outstanding share of Series D3 Preferred Stock. In
the event the Class I Nominee is unable or declines to serve as a director at
the time of the Annual Meeting, the proxies will be voted for any nominee who
may be designated by the present Board of Directors to fill the vacancy. As of
the date of this Proxy Statement, the Board of Directors is not aware of any
Nominee who is unable or will decline to serve as a director. The Nominees in
each class or series receiving the highest number of affirmative votes of the
shares entitled to vote for each class or series at the Annual Meeting will be
elected directors of the Company to serve until the next Annual Meeting or
until their successors have been duly elected and qualified. Of the Class I
Directors, neither William R. Hambrecht nor Daniel Whaley is standing for re-
election to the Board at the Annual Meeting.
<TABLE>
<CAPTION>
Class I Directors
Nominee Age Positions and Offices Held with the Company
----------------- --- ------------------------------------------------------------------------
<S> <C> <C>
Kenneth R. Pelowski..... 40 Chief Operating Officer, Chief Financial Officer, Secretary and Director
<CAPTION>
Series D1 Nominee
-----------------
<S> <C> <C>
Frederic F. Brace....... 42 Director
<CAPTION>
Series D2 Nominee
-----------------
<S> <C> <C>
Christopher D. Bowers... 52 Director
<CAPTION>
Series D3 Nominee
-----------------
<S> <C> <C>
Jonathan S. Linen....... 56 Director
</TABLE>
Kenneth R. Pelowski, 40, has served as chief operating officer and chief
financial officer since March 1999 and as a director since October 1999. From
September 1997 to March 1999, he served as executive vice president and chief
financial officer of Preview Travel, a company that provides online travel
services for small business and leisure travelers. From July 1996 to August
1997, Mr. Pelowski served as vice president of corporate development for
General Instruments. From March 1995 to July 1996, he worked at Quantum
Corporation, where he served as vice president for corporate planning and
development. Prior to this, Mr. Pelowski spent seven years at Sun Microsystems,
where he served as senior director for corporate development. Mr. Pelowski
holds a B.S.E. in electrical engineering from the University of Michigan, an
M.S.E. in computer engineering from Wayne State University, and an M.B.A. from
the University of Michigan.
Frederic F. Brace, 42, has served as a director since March 2000. Mr. Brace
has served as senior vice president, finance for United Air Lines, Inc.
("United Air Lines") since July 1999. He joined United Air Lines in May 1988,
and has held a variety of positions, including vice president, corporate
development, vice president and controller, and vice president, finance, before
assuming his current position. Prior to joining United Air Lines, Mr. Brace
served in a variety of financial management positions with American Airlines.
Mr. Brace is a trustee for the Museum of Science and Industry in Chicago. He
holds a B.S. degree in industrial engineering from the University of Michigan,
and an M.B.A. from the University of Chicago.
Christopher D. Bowers, 52, has served as a director since March 2000. Mr.
Bowers has served as senior vice president, North America for United Air Lines
since September 1998. Prior to assuming his current position, Mr. Bowers served
as senior vice president, international, since April 1995. Mr. Bowers joined
United Air Lines in 1973 and has held a variety of marketing and sales
positions, including district sales manager in
3
<PAGE>
Detroit, vice president-market management, and vice president-general sales
manager. Mr. Bowers has served as national chairman of the Travel Industry
Association of America and currently serves as a member of the Executive
Committee for the Chicagoland Chamber of Commerce and a trustee of the Field
Museum in Chicago. He holds a B.A. degree in business administration from
Monmouth College. Mr. Bowers served in the United States Army from July 1969 to
May 1972, attaining the rank of captain.
Jonathan S. Linen, 56, has served as a director since March 2000. He has
served as vice chairman of American Express Company since August 1993. Mr.
Linen joined American Express Company in 1969 as assistant to the Chairman, and
has held a variety of positions with American Express Company since that time,
including president of the travel services division, president of the direct
marketing group, and president and chief operating officer of American Express
Travel Related Services Company, Inc. ("American Express"). Mr. Linen also
served for three years as president and chief executive officer of Shearson
Lehman Brothers. He is a member of the Council on Foreign Relations and the
U.S.-Japan Business Council, chairman of the Board of Trustees of the National
Urban League, chairman of the International Golf Association, a member of the
Board of Governors of the American Red Cross, and a member of the Board of
Directors of Bausch & Lomb. Mr. Linen holds a B.A. from Williams College, and
graduated from the Management Development Program at Harvard Business School.
He also served in the United States Army.
Continuing Directors--Class II (Term Ending in 2001)
Jeffrey D. Brody, 40, has served as a director since April 1996. Mr. Brody
is currently a general partner at Brentwood Venture Capital, which he joined in
April 1994, and a managing director of Redpoint Ventures, a firm he co-founded
in October 1999. From December 1988 to April 1994, Mr. Brody was senior vice
president of Comdisco Ventures, a venture leasing company. Mr. Brody is a
member of the board of directors of Concur Technologies and NextCard, Inc., and
serves on the compensation committee for both companies. Mr. Brody also serves
on the board of directors of several private companies. He received his B.S. in
engineering from the University of California, Berkeley, and his M.B.A. from
the Stanford University Graduate School of Business.
John Ueberroth, 57, has served as a director since April 1996. Mr. Ueberroth
has served as president, chief executive officer, and a director of Ambassadors
International, Inc., an educational travel, travel services and performance
improvement company, since 1995, and as president of Ambassadors Performance
Group, Inc. from April 1999 to April 2000. Since 1989, Mr. Ueberroth has been a
principal of The Contrarian Group, an investment management company. From 1990
to 1993, he served as chairman and chief executive officer of Hawaiian
Airlines. From 1980 to 1989, Mr. Ueberroth served as president of Carlson
Travel Group. He currently serves as co-chairman and is a director of
SatoTravel. Mr. Ueberroth received his B.S. in business administration from the
University of California, Berkeley, and his M.B.A. from the University of
Southern California. Mr. Ueberroth also served as a Lieutenant in the United
States Navy.
Continuing Directors--Class III (Term Ending in 2002)
Gadi Maier, 43, has served as president, chief executive officer and as a
director since January 1999. From August 1997 to December 1998, he served as
chief executive officer of Memco Software, which provides security technology
as well as UNIX and NT security software. Prior to Memco, Mr. Maier served as
vice president and general manager for Cisco Systems' Internet Business Unit
from June 1996 to August 1997. From September 1988 to June 1996, Mr. Maier
worked at Oracle Corporation, where he held various senior management
positions, including founder of Oracle/Japan, general manager for new
technologies, and head of worldwide sales and operations for the Network
Computer Division. Mr. Maier received his B.S. in natural resource economics as
well as his M.B.A. in marketing and finance from the University of California,
Berkeley.
Dale J. Vogel, 55, has served as a director since April 1997. Mr. Vogel is
currently a partner with U.S. Venture Partners, and has been with the firm
since April 1990. From July 1984 until April 1990, Mr. Vogel was a partner with
Norwest Venture Capital. He served as president of K2 Corporation from 1980
until 1984.
4
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Mr. Vogel currently serves on several private company boards. Mr. Vogel
received his B.S. in industrial engineering from San Jose State University, and
his M.B.A. from Harvard Business School.
Richard D.C. Whilden, 66, has served as chairman of the board of directors
and as a director since May 1996. He served as the Company's chief executive
officer from March 1998 until January 1999. Mr. Whilden currently serves as a
principal of the Contrarian Group, an investment management company. He is a
director of Ambassadors International, Inc., an educational travel, travel
services and performance improvement company. Mr. Whilden was formerly chairman
and chief executive officer of Independent Bancorp of Arizona, which was sold
to Norwest Bank in 1995. Prior to that he was an executive vice president for
TRW where he was responsible for all of TRW's consumer credit reporting and
related information services businesses. Earlier at TRW he had extensive
management responsibilities in their aerospace division. Mr. Whilden received
his B.S. in business from the University of the Redlands.
Board of Directors Meetings and Committees
During the fiscal year ended January 31, 2000, the Board of Directors held
ten (10) meetings and acted by written consent on eleven (11) occasions. For
such fiscal year, each of the directors during the term of their tenure
attended or participated in at least 75% of the aggregate of the total number
of meetings or actions by written consent of the Board of Directors. During the
fiscal year ended January 31, 2000, the Board of Directors had two standing
committees: the Audit Committee and the Compensation Committee.
During the fiscal year ended January 31, 2000, the Audit Committee of the
Board of Directors held three (3) meetings. The Audit Committee was created on
August 16, 1999 and became effective on the effective date of the Company's
initial public offering of its securities, November 22, 1999. The Audit
Committee reviews, acts on and reports to the Board of Directors with respect
to various auditing and accounting matters, including the selection of the
Company's accountants, the scope of the annual audits, fees to be paid to the
Company's accountants, the performance of the Company's accountants and the
accounting practices of the Company. The members of the Audit Committee during
the fiscal year ended January 31, 2000 were Richard D.C. Whilden and Dale J
Vogel. The members of the Audit Committee for the fiscal year ended January 31,
2001 will be the same as for the previous fiscal year.
During the fiscal year ended January 31, 2000, the Compensation Committee of
the Board of Directors held three (3) meetings and acted by written consent on
six (6) occasions. The Compensation Committee was created on August 16, 1999
and became effective on the effective date of the Company's initial public
offering of its securities, November 22, 1999. The Compensation Committee
reviews and approves the compensation and benefits for the Company's executive
officers, administers the Company's stock purchase, equity incentive and stock
option plans, and makes recommendations to the Board of Directors regarding
such matters. The members of the Compensation Committee during the fiscal year
ended January 31, 2000 were Jeffrey D. Brody, John Ueberroth and Dale J.Vogel.
The members of the Compensation Committee for the fiscal year ended January 31,
2001 will be the same as for the previous fiscal year.
The Board of Directors did not have a Nominating Committee during the fiscal
year ended January 31, 2000.
Director Compensation
Directors receive no cash remuneration for serving on the Board of
Directors. Non-employee Board members are eligible for option grants pursuant
to the provisions of the Company's 1999 Directors' Stock Option Plan. Under the
1999 Directors' Stock Option Plan, each non-employee director is eligible to
receive an initial option to buy 50,000 shares on the effective date of the
Company's initial public offering. Each individual who first becomes a non-
employee Board member after the date of the Company's initial public offering
will be eligible to receive an option to purchase 50,000 shares of the
Company's Common Stock on the date such individual joins the Board ("Initial
Grant"). In addition, at each Annual Meeting of Stockholders, each non-employee
director who will continue to serve as a member of the Board after such meeting
will be eligible to receive an additional option to purchase 12,500 shares of
Common Stock ("Annual Grant").
5
<PAGE>
However, a director will not receive an Annual Grant in the same calendar year
that he received an Initial Grant. The exercise price for each option granted
under the 1999 Directors' Stock Option Plan will be equal to the fair market
value per share of the Common Stock on the automatic grant date. Each Initial
Grant will become vested with respect to 12.5% of the option shares upon the
completion of 6 months of service from the date of grant and with respect to an
additional 2.08% of the option shares upon the completion of each of the next
42 months of service. Each Annual Grant will vest in equal monthly installments
over the one-year period following the date of grant.
Pursuant to the 1999 Directors' Stock Option Plan, Messrs. Brody, Whilden,
Ueberroth and Vogel, each a non-employee Board member, will receive an option
to purchase 12,500 shares of the Company's Common Stock on the date of the
Annual Meeting at an exercise price per share equal to the fair market value of
the Company's Common Stock per share on the date of the Annual Meeting.
Directors who are also employees of the Company are eligible to receive
options and be issued shares of Common Stock directly under the 1999 Stock
Incentive Plan and are also eligible to participate in the Company's 1999
Employee Stock Purchase Plan.
Recommendation of the Board of Directors
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE NOMINEES LISTED HEREIN.
PROPOSAL NO. 2
AMENDMENT TO THE COMPANY'S CERTIFICATE OF INCORPORATION
The Board of Directors has determined that it is in the best interests of
the Company and its stockholders to amend the Company's Certificate of
Incorporation to change the Company's official name to "GetThere Inc."
Accordingly, the Board of Directors has unanimously approved the proposed
Certificate of Amendment to the Amended and Restated Certificate of
Incorporation of the Company, in the form attached hereto as Exhibit A (the
"Certificate of Amendment"), and hereby solicits the approval of the Company's
stockholders of the Certificate of Amendment. If the stockholders approve the
Certificate of Amendment, the Board of Directors currently intends to file the
Certificate of Amendment with the Secretary of State of the State of Delaware
as soon as practicable following such stockholder approval. If the Certificate
of Amendment is not approved by the stockholders, the existing Certificate of
Incorporation will continue in effect.
The Board believes that the change to the Certificate of Amendment will not
result in any material adverse effect on the Company's stockholders.
Recommendation of the Board of Directors
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE PROPOSED AMENDMENT TO THE
CERTIFICATE OF INCORPORATION.
PROPOSAL NO. 3
RATIFICATION OF INDEPENDENT ACCOUNTANTS
The Company is asking the stockholders to ratify the appointment of
PricewaterhouseCoopers, LLP, as the Company's independent public accountants
for the fiscal year ending January 31, 2001. In the event the stockholders fail
to ratify the appointment, the Board of Directors will reconsider its
selection. Even if the appointment is ratified, the Board of Directors, in its
discretion, may direct the appointment of a different independent accounting
firm at any time during the year if the Board of Directors feels that such a
change would be in the Company's and its stockholders' best interests.
6
<PAGE>
PricewaterhouseCoopers, LLP, has audited the Company's financial statements
since fiscal year 1997. Its representatives are expected to be present at the
Annual Meeting and will be available to respond to appropriate questions.
Recommendation of the Board of Directors
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE RATIFICATION OF THE
SELECTION OF PRICEWATERHOUSECOOPERS, LLP, TO SERVE AS THE COMPANY'S INDEPENDENT
PUBLIC ACCOUNTANTS FOR THE FISCAL YEAR ENDING JANUARY 31, 2001.
7
<PAGE>
STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of May 1, 2000, certain information with
respect to shares beneficially owned by (i) each person who is known by the
Company to be the beneficial owner of more than five percent of the Company's
outstanding shares of Common Stock, (ii) each of the Company's directors and
the executive officers named in the Summary Compensation Table and (iii) all
current directors and executive officers as a group. Beneficial ownership has
been determined in accordance with Rule 13d-3 under the Securities Exchange Act
of 1934. Under this rule, certain shares may be deemed to be beneficially owned
by more than one person (if, for example, persons share the power to vote or
the power to dispose of the shares). In addition, shares are deemed to be
beneficially owned by a person if the person has the right to acquire shares
(for example, upon exercise of an option or warrant) within sixty (60) days of
the date as of which the information is provided; in computing the percentage
ownership of any person, the amount of shares is deemed to include the amount
of shares beneficially owned by such person (and only such person) by reason of
such acquisition rights. As a result, the percentage of outstanding shares of
any person as shown in the following table does not necessarily reflect the
person's actual voting power at any particular date.
<TABLE>
<CAPTION>
Number of Shares
Beneficially Percentage of
Name and Address of Beneficial Owners Owned(1) Class(2)
------------------------------------- ---------------- -------------
<S> <C> <C>
United Air Lines(3)............................ 9,429,935 28.71%
American Express(4)............................ 4,831,546 14.71%
Entities associated with Brentwood
Associates(5)................................. 2,543,293 7.74%
Entities associated with U.S. Venture
Partners(6)................................... 2,634,277 8.02%
Gadi Maier(7).................................. 1,800,000 5.48%
Kenneth R. Pelowski(8)......................... 810,000 2.47%
Daniel Whaley.................................. 1,240,000 3.78%
Eric R. Sirkin(9).............................. 505,000 1.54%
Richard D. C. Whilden(10)...................... 833,250 2.54%
Christopher D. Bowers(11)...................... 9,430,935 28.72%
Frederic F. Brace(12).......................... 9,432,935 28.72%
Jeffrey D. Brody(13)........................... 2,565,584 7.81%
William R. Hambrecht(14)....................... 122,291 *
Jonathan S. Linen(15).......................... 4,831,546 14.71%
John Ueberroth(16)............................. 1,687,204 5.14%
Dale J. Vogel(17).............................. 2,660,568 8.10%
All directors and executive officers as a
group(12 persons)(18)......................... 26,489,378 80.66%
</TABLE>
--------
* Represents beneficial ownership of less than 1% of the outstanding shares
of Common Stock.
(1) Shares of Common Stock subject to options currently exercisable or
exercisable within 60 days of May 1, 2000 are deemed outstanding for
purposes of computing the percentage ownership of the person holding such
options but are not deemed outstanding for computing the percentage
ownership of any other person. Except pursuant to applicable community
property laws or as indicated in the footnotes to this table, each
stockholder identified in the table possesses sole voting and investment
power with respect to all shares of Common Stock shown as beneficially
owned by such stockholder. Unless otherwise indicated in these footnotes,
the address of each of the individuals listed in the table is c/o
GetThere.com, Inc., 4045 Campbell Avenue, Menlo Park, CA 94025.
(2) Percentage ownership is based on 32,842,663 shares of Common Stock
outstanding on May 1, 2000.
8
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(3) Includes rights to purchase or warrants to purchase 3,369,060 shares. All
shares are owned by United Air Lines through its wholly-owned subsidiary,
Covia LLC. The address of United Air Lines is 1200 East Algonquin Road,
Elk Grove Township, Illinois 60007.
(4) Includes warrants for 1,460,046 shares. The address of American Express is
American Express Tower, 49th Floor, World Financial Center, 200 Vesey
Street, New York, New York 10285.
(5) Includes 2,477,653 shares held of record by Brentwood Associates, VII,
L.P. and 65,640 shares of record held by Brentwood Affiliates Fund, L.P.
The address of Brentwood Associates is 11150 Santa Monica Boulevard, Suite
1200, Los Angeles, California 90025.
(6) Includes 2,370,849 shares held of record by U.S. Venture Partners V, L.P.,
131,714 shares held of record by USVP V International, L.P., 57,954 shares
held of record by USVP V Entrepreneur Partners, L.P., and 73,760 shares
held of record by 2180 Associates Fund V, L.P. The address of U.S. Venture
Partners is 2180 Sand Hill Road, Menlo Park, California 94025.
(7) Includes 125,000 shares held of record by the Gadi Maier Annuity Trust,
125,000 shares held of record by the Marlene Maier Annuity Trust, and
4,500 shares held of record in irrevocable trusts for the benefit of Mr.
Maier's children. Also includes personal options immediately exercisable
for 743,675 shares.
(8) Includes 585,000 shares held of record by the Pelowski/Mirek Living Trust,
and 40,000 shares held of record by the Pelowski/Mirek Children's Trust.
(9) Includes personal options immediately exercisable for 225,000 shares.
(10) Includes 586,250 shares held of record by the Whilden Family Revocable
Trust and 50,000 shares held of record by the Whilden Family Irrevocable
Trust. Also includes personal options immediately exercisable for 15,000
shares.
(11) Includes 9,429,935 shares, rights to purchase shares, or warrants held by
United Air Lines. Mr. Bowers disclaims beneficial ownership of these
shares, except to the extent of his pecuniary interest in United Air
Lines.
(12) Includes 9,429,935 shares, rights to purchase shares, or warrants held by
United Air Lines. Mr. Brace disclaims beneficial ownership of these
shares, except to the extent of his pecuniary interest in United Air
Lines.
(13) Includes 2,477,653 shares held of record by Brentwood Associates, VII,
L.P. and 65,640 shares of record held by Brentwood Affiliates Fund, L.P.
Mr. Brody is the general partner of both the Brentwood Associates Fund and
the Brentwood Affiliates Fund. Mr. Brody disclaims beneficial interest in
such shares, except as to his pecuniary interest in both entities. Also
includes personal options immediately exercisable for 15,000 shares, and
options to purchase 7,291 shares that will become exercisable within 60
days after May 1, 2000.
(14) Includes 25,000 shares held of record by the 1980 Hambrecht Revocable
Trust and 25,000 shares held of record by WR Hambrecht + Co. Also includes
personal options immediately exercisable for 65,000 shares, and options to
purchase 7,291 shares that will become exercisable within 60 days after
May 1, 2000.
(15) Includes 4,831,546 shares held of record by American Express. Mr. Linen
disclaims beneficial ownership of these shares, except to the extent of
his pecuniary interest in American Express.
(16) Includes 1,624,163 shares held of record by ITN Joint Venture. Mr.
Ueberroth currently serves as president of Ambassadors International,
Inc., which owns stock in the ITN Joint Venture. Mr. Ueberroth exercises
voting and investment control over these shares. He disclaims beneficial
ownership of these shares, except to the extent of his pecuniary interest
in Ambassadors International, Inc. Also includes personal options
immediately exercisable for 15,000 shares, options to purchase 7,291
shares that will become exercisable within 60 days after May 1, 2000, and
750 shares held by Mr. Ueberroth's son.
(17) Includes 2,370,849 shares held of record by U.S. Venture Partners V, L.P.,
131,714 shares held of record by USVP V International, L.P., 57,954 shares
held of record by USVP V Entrepreneur Partners, L.P., and 73,760 shares
held of record by 2180 Associates Fund V, L.P. (collectively, the "USVP
Entities"). Mr. Vogel has an "assignee interest in" and is referred to as
a "venture partner" of Presidio Management Group V, LLC, which is the
general partner of each of the USVP Entities. Mr. Vogel does not share
voting or disposition control over these holdings. He disclaims beneficial
interest in such shares, except as to his pecuniary interest therein
arising as a result of this "assignee interest in" Presidio Management
9
<PAGE>
Group V, LLC. Also includes personal options immediately exercisable for
15,000 shares, and options to purchase 7,291 shares that will become
exercisable within 60 days after May 1, 2000.
(18) Includes personal options immediately exercisable for 1,093,675 shares
and option to purchase 29,164 shares that will become exercisable within
60 days after May 1, 2000.
COMPENSATION COMMITTEE REPORT
The Compensation Committee of the Company's Board of Directors (the
"Compensation Committee" or the "Committee") currently consists of John
Ueberroth, Jeffrey D. Brody and Dale J. Vogel. No member of the Compensation
Committee was an officer or employee of the Company during fiscal year 2000.
The Compensation Committee has the exclusive authority to establish the
level of base salary payable to the chief executive officer ("CEO") and the
other executive officers of the Company and to administer the Company's option
plans and its employee stock purchase plan. In addition, the Committee has the
responsibility for approving the individual bonus programs for the CEO and the
other executive officers. The Committee is composed of non-employee directors
and meets on a scheduled basis to evaluate the effectiveness of the
compensation program in linking Company performance and executive pay.
Additionally, the Committee is routinely consulted to approve the compensation
package of a newly hired executive officer or of an executive officer whose
scope of responsibility has changed significantly.
For the fiscal year ended January 31, 2000, the process utilized by the
Committee in determining executive officer compensation levels was based on
the subjective judgment of the Committee. Among the factors considered by the
Committee were the recommendations of the CEO with respect to the compensation
of the Company's other executive officers. However, the Committee made the
final compensation decisions concerning such officers.
Compensation Philosophy
The Company's overriding compensation philosophy is to link business
achievement with executive compensation, thus enhancing the Company's ability
to attract, retain, and motivate executives. To accomplish this, the Company
has a pay-for-performance compensation system that rewards executive officers
who contribute to the Company's success. This is achieved by:
. Providing total cash compensation opportunities that appropriately
reflect individual responsibilities and performance.
. Reinforcing business strategy by rewarding executive officers for above
average performance through above average incentive plans, which in turn
generate appropriate total cash compensation levels.
. Linking executive officer compensation to operating performance, thus
increasing shareholder value.
. Promoting teamwork to achieve the highest quality customer service within
a quality work environment, supporting of customer as well as Company
objectives.
. Designing long-term oriented compensation programs that support the
Company's commitment to provide continuous high quality service to its
customers.
To accomplish these objectives, the Company utilizes a performance based
pay plan. The Compensation Committee believes that high level executive
performance is essential for the Company's continued success, and that
compensation can be an effective tool to encourage and reward executive
officers. The pay plan includes the following components:
. Base pay programs, with competitive annual salaries and annual increase
opportunity strongly linked to performance.
10
<PAGE>
. Variable compensation programs, which are used as the primary tool to
motivate the behavior required to achieve company goals.
. Positions with the greatest influence on Company performance have the
greatest emphasis on variable pay.
. Long-term incentives, composed of stock options, are awarded based on
Company performance and individual contribution to the Company's success.
The Company's compensation philosophy is to set base salary levels, annual
bonuses and long-term incentive compensation above an average of select
corporations to which the Company compares its executive compensation. The
Company selects these corporations on the basis of many factors, including
their size and complexity, the nature of their business, the regions in which
they operate, the structure of their compensation programs and the availability
of compensation information. The Company believes that above-average
compensation levels are necessary to attract and retain high caliber executives
necessary for the successful conduct of the Company's business.
Each component of the Company's executive officer compensation program
serves a specific purpose in meeting the Company's objectives. The components
are described below, except for any differences rising from certain provisions
of employment agreements that the Company has entered into or may enter into
upon hiring an executive officer.
Base Salary. The Compensation Committee reviews the base salaries of the
Company's executive officers annually. When setting base salary levels, the
Committee considers competitive market data and conditions for executive
compensation, Company performance and individual performance.
The measures of individual performance considered in setting fiscal year
2000 compensation included, to the extent applicable to an individual executive
officer, quantitative and qualitative factors such as the Company's financial
performance in the principal area of responsibility of the executive officer
(including such measures as gross margin, revenue and customer satisfaction),
the individual's progress toward non-financial goals within his area of
responsibility, individual performance, experience and level of responsibility
and other contributions made to the Company's success. Payment of base salary
is not conditioned upon the achievement of any specific, pre-determined
performance targets.
Annual Bonus. The Company's cash bonus program is intended to motivate
executives to work effectively to achieve the Company's financial performance
objectives and to reward them when objectives are met. Given that the majority
of the management team was hired at the end of fiscal year 1999, fiscal year
2000 executive bonus payments for Messrs. Maier, Pelowski, Sirkin and Whaley
were based upon a combination of one year guaranteed bonus and board
discretion.
Long-Term Incentive Compensation. The Company believes that option grants
align executive interests with stockholder interests by creating a direct link
between compensation and stockholder return, give executive officers a long-
term interest in the Company's success, and help retain key executive officers
in a competitive market.
Option grants are made to executive officers whose contributions have or
will have a significant impact on the Company's long-term performance. Options
are not necessarily granted to each executive officer during each year.
Typically, and except as otherwise may be provided in an employment agreement
with an executive officer, options granted to executive officers vest at a rate
of 12.5% after six months of service and 2.08% per month thereafter over the
next 42 months of service and expire ten years from the date of grant.
Benefits. The Company believes that it must offer a competitive benefit
program to attract and retain key executives. During fiscal year 2000, the
Company provided medical, dental, vision and other benefits to its executive
officers that are generally available to the Company's other employees.
11
<PAGE>
Compensation of the CEO. The chief executive officer's compensation for
fiscal year 2000 included the same elements and measures of performance as the
compensation of the Company's other executive officers.
Tax Limitation. Under the Federal tax laws, a publicly-held company such as
the Company will not be allowed a federal income tax deduction for compensation
paid to certain executive officers to the extent that compensation exceeds $1
million per officer in any year. To qualify for an exemption from the $1
million deduction limitation, the stockholders were asked to approve a
limitation under the Company's 1999 Stock Incentive Plan on the maximum number
of shares of Common Stock for which any one participant may be granted stock
options per calendar year. Because this limitation was adopted, any
compensation deemed paid to an executive officer when he exercises an
outstanding option under the 1999 Stock Incentive Plan with an exercise price
equal to the fair market value of the option shares on the grant date will
qualify as performance-based compensation that will not be subject to the $1
million limitation. Since it is not expected that the cash compensation to be
paid to the Company's executive officers for the fiscal year ended January 31,
2001 will exceed the $1 million limit per officer, the Committee will defer any
decision on whether to limit the dollar amount of all other compensation
payable to the Company's executive officers to the $1 million cap.
Submitted by:John Ueberroth
Jeffrey D. Brody
Dale J. Vogel
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee of the Company's Board of Directors was formed in
August 1999, and the members of the Compensation Committee during the fiscal
year ended January 31, 2000 were Messrs. Jeffrey D. Brody, John Ueberroth and
Dale J. Vogel. None of these individuals was at any time during the fiscal year
ended January 31, 2000, or at any other time, an officer or employee of the
Company. No executive officer of the Company serves as a member of the board of
directors or compensation committee of any entity that has one or more
executive officers serving as a member of the Company's Board of Directors or
Compensation Committee.
12
<PAGE>
STOCK PERFORMANCE GRAPH
The graph set forth below compares the cumulative total stockholder return
on the Company's Common Stock between November 23, 1999 (the date the Company's
Common Stock commenced public trading) and January 31, 2000, with the
cumulative total return of (i) the CRSP Total Return Index for the Nasdaq Stock
Market (U.S. Companies) (the "Nasdaq U.S. Index") and (ii) S & P Computers
(Software and Services) Index (the "Computer (Software & Svc)-500"), over the
same period. This graph assumes the investment of $100.00 on November 23, 1999
in the Company's Common Stock, the Nasdaq U.S. Index and the Computer (Software
& Svc)-500, and assumes the reinvestment of dividends, if any.
The comparisons shown in the graph below are based upon historical data. The
Company cautions that the stock price performance shown in the graph below is
not indicative of, nor intended to forecast, the potential future performance
of the Company's Common Stock. Information used in the graph was obtained from
Standard & Poor's Compustat Total Return Service, a source believed to be
reliable, but the Company is not responsible for any errors or omissions in
such information.
COMPARISON OF CUMULATIVE TOTAL RETURN AMONG GETTHERE.COM, INC., THE NASDAQ U.S.
INDEX AND THE COMPUTER (SOFTWARE & SVC)-500 INDEX
INDEXED RETURNS
Months Ending
<TABLE>
<CAPTION>
Base
Period
23 Nov
Company / Index 99 Nov 99 Dec 99 Jan 00
--------------- ------ ------ ------ ------
<S> <C> <C> <C> <C>
GETTHERE.COM, INC................................... 100 103.83 164.29 120.41
COMPUTER (SOFTWARE&SVC)-500......................... 100 96.58 122.35 100.89
NASDAQ U.S. INDEX................................... 100 99.20 121.96 96.66
</TABLE>
13
<PAGE>
The Company effected its initial public offering of Common Stock on November
22, 1999 at a price of $16.00 per share and trading of the Company's Common
Stock commenced on November 23, 1999. The graph above commences with the price
of $24.50 per share on November 23, 1999.
Notwithstanding anything to the contrary set forth in any of the Company's
previous or future filings under the Securities Act of 1933, as amended, or the
Securities Exchange Act of 1934, as amended, that might incorporate this Proxy
Statement or future filings made by the Company under those statutes, the
Compensation Committee Report and Stock Performance Graph shall not be deemed
filed with the Securities and Exchange Commission and shall not be deemed
incorporated by reference into any of those prior filings or into any future
filings made by the Company under those statutes.
14
<PAGE>
EXECUTIVE COMPENSATION AND RELATED INFORMATION
The following Summary Compensation Table sets forth information concerning
compensation earned during the fiscal years ended January 31, 2000 and January
31, 1999 by the Company's chief executive officer and each of the Company's
other executive officers (collectively, the "Named Officers").
Summary Compensation Table
<TABLE>
<CAPTION>
Annual Long-Term
Compensation Compensation
----------------- Awards
Number of
Securities
Underlying
Name and Principal Position Year Salary($)(1) Bonus($) Options(#)
--------------------------- ---- ------------ -------- ------------
<S> <C> <C> <C> <C>
Gadi Maier(2)......................... 2000 $300,000 $200,000 1,700,000
President and Chief Executive Officer 1999 20,769 100,000
Kenneth R. Pelowski(3)(4)............. 2000 144,712 140,000 675,000
Chief Operating Officer & Chief
Financial Officer 1999 -- -- --
Eric R. Sirkin(5)..................... 2000 165,000 100,000 225,000
Vice President, Engineering 1999 22,212 450,000
Daniel Whaley......................... 2000 161,154 50,000 315,000
Chief Technology Officer 1999 155,385 4,000 --
</TABLE>
--------
(1) Salary includes amounts deferred under the Company's 401(k) Plan.
(2) Mr. Maier was employed on December 28, 1998, and was appointed president
and chief executive officer on January 11, 1999.
(3) Mr. Pelowski was employed as chief operating officer and chief financial
officer on March 29, 1999.
(4) Mr. Pelowski purchased 125,000 shares of restricted stock on June 1, 1999
pursuant to a Stock Purchase Agreement. Mr. Pelowski will vest in 1/24th of
the shares of restricted stock for each month of service from and after
March 29, 1999. If his employment is involuntarily terminated within 18
months following a change in control of GetThere, his shares will fully
vest. As of January 31, 2000, Mr. Pelowski had vested in 52,083.33 of the
restricted shares and the restricted shares had a value of $3,562,500,
which represents 125,000 shares valued at $29.50 per share less $1.00, the
price paid per share.
(5) Dr. Sirkin was employed as vice president, engineering on December 7, 1998.
15
<PAGE>
Stock Options Granted in Last Fiscal Year
The following table provides information concerning grants of options to
purchase the Company's Common Stock made during the fiscal year ended January
31, 2000 to the Named Officers. No stock appreciation rights were granted
during such fiscal year to the Named Officers.
Option Grants in Last Fiscal Year
<TABLE>
<CAPTION>
Potential
Realizable Value
at Assumed Annual
Rates of Stock
Price
Appreciation for
Individual Grants(1) Option Term(2)
------------------------------------------------- -----------------
Number of % of Total
Securities Options
Underlying Granted to Exercise
Options Employees Price Per Expiration
Name Granted (#) in Fiscal Year Share($) Date 5%($) 10%($)
---- ----------- -------------- --------- ---------- ------- ---------
<S> <C> <C> <C> <C> <C> <C>
Gadi Maier.............. 149,096(3) 2.09% $1.00 2/25/2009 93,766 237,621
1,494,579(4) 20.95% $1.00 2/25/2009 939,933 2,381,974
56,325 0.79% $7.00 8/15/2009 247,957 628,373
Kenneth R. Pelowski..... 500,000 7.01% $1.00 4/14/2009 314,447 796,871
175,000 2.45% $7.00 8/15/2009 770,396 1,952,335
Eric R. Sirkin.......... 80,000(5) 1.12% $1.00 5/2/2009 50,312 127,499
20,000(6) 0.28% $7.00 5/2/2009 12,578 31,875
125,000 1.75% $7.00 8/15/2009 550,283 1,394,525
Daniel Whaley........... 315,000 4.41% $1.00 4/14/2009 198,102 502,029
</TABLE>
--------
(1) The Company granted options to purchase 7,135,712 shares of Common Stock
during the fiscal year ended January 31, 2000. The plan administrator has
the discretionary authority to reprice the options through the cancellation
of those options and the grant of replacement options with an exercise
price based on the fair market value of the option shares on the regrant
date. The options have a maximum term of 10 years measured from the option
grant date, subject to earlier termination if the optionee's service with
the Company ceases. The plan administrator has the discretion to accelerate
the vesting of options upon a change in control. All options were granted
at an exercise price equal to the fair market value of the Company's Common
Stock as determined by the Board of Directors of the Company on the date of
grant. The exercise price may be paid in cash, check, promissory note, in
shares of the Company's Common Stock valued at fair market value on the
exercise date or a broker-assisted cashless exercise procedure. Except for
the option grants described below in footnotes (3) through (6), the options
vest with respect to 12.5% of the option shares upon the completion of six
months of service after the vesting commencement date and with respect to
2.08% of the option shares upon completion of each month of service
thereafter for the next 42 months.
(2) The assumed 5% and 10% rates of stock price appreciation are provided in
accordance with rules of the Securities and Exchange Commission and do not
represent the Company's estimate or projection of the future Common Stock
price. Actual gains, if any, on stock option exercises are dependent on the
future performance of the Common Stock, overall market conditions and the
option holders' continued employment through the vesting period. This table
does not take into account any appreciation in the price of the Common
Stock from the date of grant to the current date. Unless the market price
of the Common Stock appreciates over the option term, no value will be
realized from the option grants made to the Named Officers.
(3) Mr. Maier's option grant fully vests upon the earliest of 12 months of
continuous service after the vesting date, the date of death, the date his
service terminated because of disability, or the date when GetThere is
subject to a change in control.
(4) Mr. Maier's option grant vests at a rate of 2.08333% of the option shares
upon the completion of each month of continuous service from the vesting
commencement date. Upon a change in control during
16
<PAGE>
Mr. Maier's first year of employment, 60% of the option shares shall vest.
Upon a change in control during Mr. Maier's second year of service, 80% of
the option shares shall vest as well as 1.667% of the option shares for each
month of service completed by Mr. Maier in excess of 12. Upon a change in
control after Mr. Maier has completed 2 years of service but before he
terminates employment, 2.08333% of the total number of option shares shall
vest each month of his service after the change in control. If, after a
change in control, Mr. Maier is terminated by the Company without cause or
he voluntarily resigns following a material reduction in title or duties, a
material reduction in base salary or receipt of notice that the Company is
relocating more than 35 miles from his principal workplace, the remaining
unvested shares will become vested. If Mr. Maier dies or his service is
terminated due to disability, he will vest as if he worked an additional 12
months of service.
(5) Mr. Sirkin's option grant vests as follows: 12,500 of the option shares
upon the completion of six months of continuous service, 2,083.33 of the
option shares upon the completion of each of the next 32 months, and 833.33
option shares upon the completion of the following month.
(6) Mr. Sirkin's option grant vests as follows: 1,250 of the option shares upon
the completion of the 39th month of continuous service after the vesting
commencement date and 2,083.33 of the option shares upon the completion of
each month thereafter.
Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End Values
The following table provides the specified information concerning exercises
of options during fiscal year 2000 and unexercised options held as of January
31, 2000 by the Named Officers.
Aggregated Option Exercises in Last Fiscal Year
and Fiscal Year-End Option Values
<TABLE>
<CAPTION>
Number of
Securities
Shares Underlying
Acquired Unexercised Value of Unexercised
on Value Options at Fiscal in-the-Money Options
Exercise Realized($) Year End(#) at FY-end($)(1)
--------- ----------- ----------------- --------------------
Name Vested Unvested Vested Unvested
---- ------- --------- --------- ----------
<S> <C> <C> <C> <C> <C> <C>
Gadi Maier.............. 1,000,000 0 249,096 550,904 7,099,236 15,362,814
Kenneth R. Pelowski..... 500,000 0 0 175,000 0 3,937,500
Eric R. Sirkin.......... 280,000 0 83,540 311,460 2,380,890 8,126,610
Daniel Whaley........... 315,000 0 332,636 1,037,364 9,480,126 27,426,924
</TABLE>
--------
(1) Based on the fair market value of the Company's Common Stock per share at
January 31, 2000 ($29.50) less the exercise price per share payable for
such shares.
EMPLOYMENT CONTRACTS AND CHANGE IN CONTROL ARRANGEMENTS
Gadi Maier. GetThere entered into an employment agreement, dated January 11,
1999, with Gadi Maier, GetThere's president and chief executive officer. Under
the agreement, Mr. Maier's annual salary may not be less than $240,000, and he
is entitled to an annual bonus of at least $60,000. The agreement further
provides that Mr. Maier will receive options to purchase 1,743,675 shares of
GetThere's common stock at an exercise price of $1.00 per share, which was the
fair market value at the time of grant (as determined by GetThere's Board of
Directors). One-seventh of the option shares vests when he completes 12 months
of service, and the balance vests in a series of equal installments when he
completes each of his 48 months of service. All or part of the option shares
will vest on an accelerated basis if Mr. Maier's service terminates because of
his death or disability or if GetThere is subject to a change in control. Mr.
Maier has registration rights with respect to his option shares. If Mr. Maier
is actually or constructively discharged without cause, he is entitled to a
lump sum severance benefit equal to his base salary and minimum bonus for a
period of nine months (if the discharge occurs before January 12, 2000) or a
period of 12 months (if the discharge occurs on or after January 12,
17
<PAGE>
2000). During the same period, group insurance coverage will continue and Mr.
Maier will be subject to a non-competition covenant. GetThere will also
reimburse Mr. Maier for a part of any excise tax imposed on him under section
4999 of the Internal Revenue Code as the result of a severance payment or
option acceleration following a change in control.
Kenneth R. Pelowski. GetThere entered into an employment agreement with the
Company's chief operating officer and chief financial officer, Kenneth R.
Pelowski, dated March 25, 1999. Under the agreement, he is entitled to an
annual salary of $175,000 and a cash bonus of up to $50,000 per year. He was
also entitled to an option to purchase 500,000 shares of GetThere's common
stock with an exercise price of $1.00 per share, which was the fair market
value at the time of grant (as determined by GetThere's Board of Directors).
These shares are subject to the Company's standard vesting schedule, which
provides that one-eighth of the shares vest after six months of service and the
balance vests in equal monthly installments over the next 42 months of
continuous service. If Mr. Pelowski is actually or constructively discharged
within 18 months after GetThere is subject to a change in control, then all
shares vest. GetThere will reimburse Mr. Pelowski for a part of any excise tax
imposed on him under section 4999 of the Internal Revenue Code as the result of
a severance payment or option acceleration following a change in control. In
connection with his employment with the Company, Mr. Pelowski assigned a
business concept to the Company. In return, GetThere granted him 125,000
restricted shares of common stock. These shares vest in 24 equal monthly
installment commencing on March 29, 1999, subject to Mr. Pelowski's continuing
service.
Eric R. Sirkin. On November 16, 1998, GetThere entered into an agreement
with Eric R. Sirkin, the Company's vice president of engineering. Under the
agreement, Dr. Sirkin's minimum salary is $165,000 per year. He was also
entitled to receive an option covering 450,000 shares of GetThere's common
stock. These shares are subject to the Company's standard vesting schedule,
which provides that one-eighth of the shares vest after six months of service
and the balance vests in equal monthly installments over the next 42 months of
continuous service. The agreement further provides that these shares will vest
in full if GetThere is subject to a change in control. If the Company
terminates Dr. Sirkin's employment without cause, he is entitled to four
months' salary.
The Company's Board of Directors has the authority under the 1999 Stock
Incentive Plan to accelerate the exercisability of outstanding options, or to
accelerate the vesting of the shares of Common Stock subject to outstanding
options, held by all optionees, including the chief executive officer and the
other Named Officers, if a change in control occurs.
18
<PAGE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Since February 1, 1999, there has not been, nor is there currently proposed,
any transaction or series of similar transactions to which the Company or any
of its subsidiaries was or is to be a party in which the amount involved
exceeded or will exceed $60,000 and in which any director, executive officer,
holder of more than 5% of the Common Stock of the Company or any member of the
immediate family of any of the foregoing persons had or will have a direct or
indirect material interest other than (i) compensation agreements and other
arrangements, which are described where required in Employment Contracts and
Change in Control Arrangements and (ii) the transactions described below. Also,
United Air Lines and American Express are currently customers of the Company,
and purchase services on an ongoing basis from the Company. In the past fiscal
year, the Company provided services to United Air Lines in the amount of
$7,261,000. The Company recognized $890,967 of revenue from its relationship
with American Express in the past fiscal year.
The following table summarizes the shares of Preferred Stock purchased by
the Named Officers, directors and 5% stockholders of the Company and persons
and entities associated with them in Private Placement Transactions.
<TABLE>
<CAPTION>
Shares of Series C Shares of Series E Value at
Convertible Convertible $29.50 per
Preferred Stock Preferred Stock Amount paid Share
------------------ ------------------ ----------- ----------
(in thousands)
<S> <C> <C> <C> <C>
United Air Lines........ -- 1,500,000 $18,750 $44,250
American Express........ 875,423 2,121,076 31,000 88,397
ITN Joint Venture....... -- 80,000 1,000 2,360
</TABLE>
Shares held by all affiliated persons and entities have been aggregated.
Share numbers and purchase price information are reflected on an as if
converted into shares of common stock basis. See "Principal Stockholders" for
more detail on shares held by these purchasers. The per share price for the
series C convertible preferred stock was $5.125. The per share purchase price
for the series E convertible preferred stock was $12.50. Frederic F. Brace and
Christopher D. Bowers, two of the Company's directors, are affiliates of United
Air Lines. John Ueberroth, one of the Company's directors, is an affiliate of
the ITN Joint Venture.
In addition to the shares listed above, GetThere issued the following
warrants:
. a warrant to purchase 375,000 shares of the Company's common stock at an
exercise price of $16.50 per share, a warrant to purchase 730,023 shares
of the Company's series E convertible preferred stock at an exercise
price of $21.00 per share and a warrant to purchase 730,023 shares of the
Company's series E convertible preferred stock at an exercise price of
$31.00 per share to American Express.
<TABLE>
<CAPTION>
Warrants Warrants
Warrants for Series C for Series E
for Convertible Convertible Value at
Common Preferred Preferred Aggregate $29.50 per
Stock Stock Stock Consideration Share
-------- ------------ ------------ ------------- ----------
<S> <C> <C> <C> <C> <C>
United Air Lines........ -- 1,136,821 -- $12,732 $33,536
American Express........ 375,000 -- 1,460,046 44,149 44,178
</TABLE>
Under the terms of the Company's Shareholders Agreement, United Air Lines
and a number of the Company's stockholders, including chief technical officer
Daniel Whaley, Richard D.C. Whilden, chairman of the Board of Directors,
entities affiliated with Brentwood Associates, ITN Joint Venture and entities
affiliated with U.S. Venture Partners are subject to a standstill agreement.
Under the standstill agreement, the above investors agree that they will not:
. acquire, attempt to acquire or participate in the acquisition of voting
securities that places their holdings of GetThere's voting securities
above a specified percentage;
. participate in the solicitation of proxies in opposition to any proxy
solicitation being conducted by the Company; or
19
<PAGE>
. enter into any agreements or substantive discussions with any third party
regarding the acquisition of GetThere's business or the solicitation of
proxies.
The standstill agreement terminates on the earlier of:
. May 10, 2001;
. a breach by a party to the agreement other than United Air Lines or Covia
(a wholly-owned subsidiary of United Air Lines), unless the breach is
unintentional and cured within specified times; or
. a third party's:
. commencement of or publicly announced intention to acquire or
beneficially own 15% or more of GetThere's outstanding stock (or 10%
or more of our outstanding stock in the case of certain specified
companies);
. acquisition or beneficial ownership of 15% or more of GetThere's
outstanding stock (or 10% or more of our outstanding stock in the
case of certain specified companies), provided that the third party
has also filed a Schedule 13D reserving the right to hold the
securities with the purpose of changing or influencing control over
GetThere;
. acquisition of all or substantially all of GetThere's assets;
. agreement to acquire GetThere or public announcement of its intention
to acquire GetThere;
. solicitation of proxies in opposition to any proxy solicitation being
conducted by GetThere; or
. entering into substantive discussions with GetThere's Board of
Directors or any of its executive officers with knowledge of any four
members of GetThere's Board of Directors regarding any of the
foregoing actions.
In addition, American Express is subject to a standstill agreement. Under
this agreement, it has agreed that it will not:
. acquire, attempt to acquire or participate in the acquisition of voting
securities that places their holdings of GetThere's voting securities
above a specified percentage;
. participate in the solicitation of proxies in opposition to any proxy
solicitation being conducted by GetThere; or
. enter into any agreements or substantive discussions with any third party
regarding the acquisition of GetThere's business or the solicitation of
proxies.
The standstill agreement terminates on the earlier of:
. May 10, 2001;
. a breach of the standstill agreement by any of the parties other than
American Express, unless the breach is unintentional and is cured within
specified times;
. an occurrence of a termination event as it is defined in the Company's
Amended and Restated Shareholders Agreement, dated September 14, 1999; or
. a third party's:
. commencement of or publicly announced intention to acquire or
beneficially own 12.5% or more of GetThere's outstanding stock (or
10% or more of GetThere's outstanding stock in the case of certain
specified companies, or 30% or more of GetThere's outstanding stock
if the third party is United Air Lines or any of its affiliates);
20
<PAGE>
. acquisition of beneficial ownership of 12.5% or more of GetThere's
outstanding stock (or 10% or more of GetThere's outstanding stock in
the case of certain specified companies, or 30% or more of GetThere's
outstanding stock if the third party is United Air Lines or any of
its affiliates), provided that the third party has also filed a
Schedule 13D reserving the right to hold the securities with the
purpose of changing or influencing control over GetThere;
. filing of a notification and report form under the Hart-Scott-Rodino
Act, reflecting an intent to acquire all or substantially all of
GetThere's assets;
. acquisition of all or substantially all GetThere's assets;
. agreement to acquire GetThere or substantially all of GetThere's
assets, or to beneficially own 12.5% or more of GetThere's
outstanding stock, if the third party has not also entered into a
similar standstill agreement;
. solicitation of proxies in opposition to any proxy solicitation being
conducted by GetThere;
. or public announcement of its intention to undertake any of the
foregoing actions.
Employment-Related Agreements
In connection with Mr. Pelowski's employment with the Company, he assigned a
business concept to the Company. In return, the Company issued to him 125,000
restricted shares of common stock. These shares vest in 24 equal monthly
installments commencing on March 29, 1999, subject to Mr. Pelowski's continuing
service with the Company.
American Express
In September 1999, GetThere entered into a Web Services and Travel Agreement
under which American Express has agreed to promote and sell customized, co-
branded versions of the Company's Internet-based travel procurement services to
their customers and potential customers.
In September 1999, American Express purchased one share of GetThere's series
D3 convertible preferred stock. As the holder of the outstanding share of
series D3 convertible preferred stock, American Express has the right to elect
a representative to the Company's Board of Directors. Jonathan S. Linen
currently fills the series D3 Board seat.
United Air Lines
In connection with United Air Lines' purchase of 1,500,000 shares of
GetThere's series E convertible preferred stock on September 14, 1999, GetThere
issued to United Air Lines a warrant to purchase 1,136,821 shares of GetThere's
series C convertible preferred stock at an exercise price of $11.20 per share.
In connection with United Air Lines' purchase of GetThere's series C
convertible preferred stock in May 1998, GetThere granted United Air Lines an
option to purchase one share of series D1 convertible preferred stock and one
share of series D2 convertible preferred stock. Each of the series D1
convertible preferred stock and the series D2 convertible preferred stock
carries with it the right to elect one member to GetThere's Board of Directors.
In December 1999 United Air Lines exercised its options to purchase the D1 and
D2 shares, and named Frederic F. Brace and Christopher D. Bowers as its Series
D1 and Series D2 appointees to the Board of Directors.
All future transactions, including loans, if any, between GetThere and the
Company's officers, directors, principal stockholders and their affiliates will
be approved by a majority of the Board of Directors, including a majority of
the independent and disinterested outside directors on the Board of Directors,
and will continue to be on terms no less favorable to GetThere than could be
obtained from unaffiliated third parties.
21
<PAGE>
Indebtedness of Management
The following executive officers and relatives of executive officers
delivered to the Company full-recourse promissory notes to purchase restricted
stock under the 1996 Stock Incentive Plan. The full principal amount and
accrued interest under each note remain outstanding. The terms of the notes are
summarized below:
<TABLE>
<CAPTION>
Highest Loan Balance
During Period From Loan Balance on
February 1, 1999 to January 31,
Name January 31, 2000 2000 Date of Maturity Interest Rate
---- -------------------- --------------- ---------------- -------------
<S> <C> <C> <C> <C>
Gadi Maier.............. $1,033,115 $1,033,115 June 21, 2004 5.37%
Kenneth R. Pelowski..... 518,995 518,995 May 12, 2004(1) 5.22
Eric R. Sirkin.......... 289,272 289,272 June 21, 2004(1) 5.37
Al Whaley............... 144,917 144,917 June 21, 2004(1) 5.37
Daniel Whaley........... 325,431 325,431 June 21, 2004 5.37
</TABLE>
--------
(1) Also becomes due 180 days after employment with the Company terminates for
any reason.
Messrs. Maier, Pelowski, Sirkin and Daniel Whaley are executive officers. Al
Whaley is a co-founder and former chief technical officer.
The Company believes that all of the transactions set forth above were made
on terms no less favorable to the Company than could have been obtained from
unaffiliated third parties. All future transactions, including loans between
the Company and its officers, directors, principal stockholders and their
affiliates will be approved by a majority of the Board of Directors, including
a majority of the independent and disinterested outside directors on the Board
of Directors, or the Compensation Committee and will continue to be on terms
favorable to the Company than could be obtained from unaffiliated third
parties.
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
The members of the Board of Directors, the executive officers of the Company
and persons who hold more than 10% of the Company's outstanding Common Stock
are subject to the reporting requirements of Section 16(a) of the Securities
Exchange Act of 1934, as amended, which require them to file reports with
respect to their ownership of the Company's Common Stock and their transactions
in such Common Stock. Based upon (i) the copies of Section 16(a) reports that
the Company received from such persons for their transactions in the Common
Stock and their Common Stock holdings during the fiscal year ended January 31,
2000 and (ii) the written representations received from one or more of such
persons that no annual Form 5 reports were required to be filed by them for the
fiscal year ended January 31, 2000, the Company believes that all reporting
requirements under Section 16(a) for such fiscal year were met in a timely
manner by its executive officers, Board members and greater than ten-percent
stockholders.
22
<PAGE>
FORM 10-K
THE COMPANY WILL MAIL WITHOUT CHARGE, UPON WRITTEN REQUEST, A COPY OF THE
COMPANY'S FORM 10-K REPORT FOR THE FISCAL YEAR ENDED JANUARY 31, 2000,
INCLUDING THE FINANCIAL STATEMENTS, SCHEDULE AND LIST OF EXHIBITS. REQUESTS
SHOULD BE SENT TO GETTHERE.COM, INC., 4045 CAMPBELL AVENUE, MENLO PARK,
CALIFORNIA 94025, ATTN: INVESTOR RELATIONS.
STOCKHOLDER PROPOSALS FOR 2001 ANNUAL MEETING
Stockholder proposals that are intended to be presented at the 2001 Annual
Meeting that are eligible for inclusion in the Company's proxy statement and
related proxy materials for that meeting under the applicable rules of the
Securities and Exchange Commission must be received by the Company not later
than January 2, 2001, in order to be included. Such stockholder proposals
should be addressed to GetThere.com, Inc., 4045 Campbell Avenue, Menlo Park,
California, 94025, Attn: Investor Relations.
Pursuant to new amendments to Rule 14a-4(c) of the Securities and Exchange
Act of 1934, as amended, if a stockholder who intends to present a proposal at
the 2001 annual meeting of stockholders does not notify the Company of such
proposal on or prior to April 12, 2001, then management proxies would be
allowed to use their discretionary voting authority to vote on the proposal
when the proposal is raised at the annual meeting, even though there is no
discussion of the proposal in the 2001 Proxy Statement. The Company currently
believes that the 2001 annual meeting of stockholders will be held during the
last week of June, 2001.
OTHER MATTERS
The Board knows of no other matters to be presented for stockholder action
at the Annual Meeting. However, if other matters do properly come before the
Annual Meeting or any adjournments or postponements thereof, the Board intends
that the persons named in the proxies will vote upon such matters in accordance
with their best judgment.
BY ORDER of THE BOARD of DIRECTORS
OF GETTHERE.COM, INC.
/s/ Kenneth R. Pelowski
_____________________________________
Chief Operating Officer, Chief
Financial Officer, and Secretary
Menlo Park, California
June 2, 2000
WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE COMPLETE,
SIGN, DATE AND PROMPTLY RETURN THE ACCOMPANYING PROXY IN THE ENCLOSED
POSTAGE-PAID ENVELOPE. YOU MAY REVOKE YOUR PROXY AT ANY TIME PRIOR TO THE
ANNUAL MEETING. IF YOU DECIDE TO ATTEND THE ANNUAL MEETING AND WISH TO
CHANGE YOUR PROXY VOTE, YOU MAY DO SO AUTOMATICALLY BY VOTING IN PERSON AT
THE MEETING.
THANK YOU FOR YOUR ATTENTION TO THIS MATTER. YOUR PROMPT RESPONSE WILL
GREATLY FACILITATE ARRANGEMENTS FOR THE ANNUAL MEETING.
23
<PAGE>
EXHIBIT A
CERTIFICATE OF AMENDMENT OF THE
CERTIFICATE OF INCORPORATION OF GETTHERE.COM, INC.
GetThere.com, Inc., a corporation organized and existing under and by virtue
of the General Corporation Law of the State of Delaware (the "Corporation")
DOES HEREBY CERTIFY:
FIRST: The name of the Corporation is GetThere.com, Inc.
SECOND: The date on which the Certificate of Incorporation of the
Corporation was originally filed with the Secretary of State of the State
of Delaware is August 13, 1999, under the name of GetThere.com, Inc.
THIRD: That at a regularly scheduled meeting of the Board of Directors,
the Board of Directors of the Corporation adopted the following resolution
setting forth a proposed amendment to the Certificate of Incorporation,
declaring said amendment to be advisable and in the best interests of the
Corporation and directing that said amendment be submitted to the
stockholders at the next annual stockholder meeting and that a vote of the
stockholders entitled to vote thereon shall be taken for and against said
amendment:
"RESOLVED, that Article 1 of the Certificate of Incorporation of the
Corporation be amended to read in its entirety as follows:
"The name of this Corporation is GetThere Inc.""
FOURTH: That thereafter said amendment was duly adopted in accordance
with the provisions of Section 242 of the General Corporation Law.
IN WITNESS WHEREOF, this Corporation has caused this Certificate of
Amendment of the Certificate of Incorporation to be signed by its President
this day of June, 2000.
GetThere Inc.
/s/ Gadi Maier
By: _________________________________
Gadi Maier
Chief Executive Officer and
President
24
<PAGE>
PROXY GETTHERE.COM, INC. PROXY
4045 Campbell Avenue
Menlo Park, California 94025
This Proxy is Solicited on Behalf of the Board of Directors of GetThere.com,
Inc. for the Annual Meeting of Stockholders to be held June 23, 2000
The undersigned holder of Common Stock, par value $0.0001, of GetThere.com,
Inc. (the "Company") hereby appoints Gadi Maier or Kenneth R. Pelowski, or
either of them, proxies for the undersigned, each with full power of
substitution, to represent and to vote as specified in this Proxy all Common
Stock of the Company that the undersigned stockholder would be entitled to vote
if personally present at the Annual Meeting of Stockholders (the "Annual
Meeting") to be held on Friday, June 23, 2000 at 10:00 a.m. local time, at the
Sheraton Palo Alto Hotel, 625 El Camino Real, Palo Alto, California, and at any
adjournments or postponements of the Annual Meeting. The undersigned stockholder
hereby revokes any proxy or proxies heretofore executed for such matters.
This proxy, when properly executed, will be voted in the manner as directed
herein by the undersigned stockholder. IF NO DIRECTION IS MADE, THIS PROXY WILL
BE VOTED FOR THE ELECTION OF THE DIRECTORS, FOR PROPOSAL 2, AND FOR PROPOSAL 3,
AND IN ACCORDANCE WITH THE DETERMINATION OF THE BOARD OF DIRECTORS AS TO ANY
OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE MEETING. The undersigned
stockholder may revoke this proxy at any time before it is voted by delivering
to the Corporate Secretary of the Company either a written revocation of the
proxy or a duly executed proxy bearing a later date, or by appearing at the
Annual Meeting and voting in person.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF THE
DIRECTORS, "FOR" PROPOSAL 2 AND "FOR" PROPOSAL 3. TO VOTE AT THE ANNUAL MEETING
IN ACCORDANCE WITH THE RECOMMENDATIONS OF THE BOARD OF DIRECTORS OF
GETTHERE.COM, INC., YOU MAY SIGN AND DATE THE REVERSE SIDE OF THIS CARD WITHOUT
CHECKING ANY BOX.
PLEASE MARK, SIGN, DATE AND RETURN THIS CARD PROMPTLY USING THE ENCLOSED
RETURN ENVELOPE. If you receive more than one proxy card, please sign and return
ALL cards in the enclosed envelope.
(CONTINUED AND TO BE SIGNED ON REVERSE SIDE)
<PAGE>
(Reverse)
GETTHERE.COM, INC.
[X] Please mark vote
as in this example
1. To elect the following director to serve for a term ending upon the 2003
Annual Meeting of Stockholders or until his successor is elected and
qualified:
Nominee: Kenneth R. Pelowski
FOR WITHHELD
[_] [_]
2. To amend the Company's FOR AGAINST ABSTAIN
Certificate of Incorporation
to change the Company's [_] [_] [_]
official name to
"GetThere Inc."
3. To ratify the appointment FOR AGAINST ABSTAIN
of PricewaterhouseCoopers, LLP
as the Company's independent [_] [_] [_]
accountants for the fiscal year
ending January 31, 2001.
4. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the Annual Meeting.
The undersigned acknowledges receipt of the accompanying Notice of Annual
Meeting of Stockholders and Proxy Statement.
Signature: __________ Signature (if held jointly): _________ Date: _______, 2000
Please date and sign exactly as your name(s) is (are) shown on the share
certificate(s) to which the Proxy applies. When shares are held as joint-
tenants, both should sign. When signing as an executor, administrator, trustee,
guardian, attorney-in fact or other fiduciary, please give full title as such.
When signing as a corporation, please sign in full corporate name by President
or other authorized officer. When signing as a partnership, please sign in
partnership name by an authorized person.
<PAGE>
PROXY GETTHERE.COM, INC. PROXY
4045 Campbell Avenue
Menlo Park, California 94025
This Proxy is Solicited on Behalf of the Board of Directors of GetThere.com,
Inc. for the Annual Meeting of Stockholders to be held June 23, 2000
The undersigned holder of Series D1 Preferred Stock, par value $0.0001, of
GetThere.com, Inc. (the "Company") hereby appoints Gadi Maier or Kenneth R.
Pelowski, or either of them, proxies for the undersigned, each with full power
of substitution, to represent and to vote as specified in this Proxy the share
of Series D1 Preferred Stock of the Company that the undersigned stockholder
would be entitled to vote if personally present at the Annual Meeting of
Stockholders (the "Annual Meeting") to be held on Friday, June 23, 2000 at 10:00
a.m. local time, at the Sheraton Palo Alto Hotel, 625 El Camino Real, Palo Alto,
California, and at any adjournments or postponements of the Annual Meeting. The
undersigned stockholder hereby revokes any proxy or proxies heretofore executed
for such matters.
This proxy, when properly executed, will be voted in the manner as directed
herein by the undersigned stockholder. The undersigned stockholder may revoke
this proxy at any time before it is voted by delivering to the Corporate
Secretary of the Company either a written revocation of the proxy or a duly
executed proxy bearing a later date, or by appearing at the Annual Meeting and
voting in person.
TO VOTE AT THE ANNUAL MEETING IN ACCORDANCE WITH THE RECOMMENDATION OF THE
BOARD OF DIRECTORS OF GETTHERE.COM, INC., YOU MAY SIGN AND DATE THE REVERSE SIDE
OF THIS CARD WITHOUT CHECKING ANY BOX.
Please mark, sign, date and return this card promptly using the enclosed
return envelope. If you receive more than one proxy card, please sign and
return ALL cards in the enclosed envelope.
(CONTINUED AND TO BE SIGNED ON REVERSE SIDE)
<PAGE>
(Reverse)
GETTHERE.COM, INC.
[X] Please mark vote
as in this example
1. To elect the following director to serve for a term ending upon the 2001
Annual Meeting of Stockholders or until his successor is elected and
qualified:
Nominee: Frederic F. Brace
FOR WITHHELD
[_] [_]
The undersigned acknowledges receipt of the accompanying Notice of Annual
Meeting of Stockholders and Proxy Statement.
<TABLE>
<S> <C> <C>
Signature: ___________________ Signature (if held jointly): ____________________ Date: ____________, 2000
</TABLE>
Please date and sign exactly as your name(s) is (are) shown on the share
certificate(s) to which the Proxy applies. When shares are held as joint-
tenants, both should sign. When signing as an executor, administrator, trustee,
guardian, attorney-in fact or other fiduciary, please give full title as such.
When signing as a corporation, please sign in full corporate name by President
or other authorized officer. When signing as a partnership, please sign in
partnership name by an authorized person.
<PAGE>
PROXY GETTHERE.COM, INC. PROXY
4045 Campbell Avenue
Menlo Park, California 94025
This Proxy is Solicited on Behalf of the Board of Directors of GetThere.com,
Inc. for the Annual Meeting of Stockholders to be held June 23, 2000
The undersigned holder of Series D2 Preferred Stock, par value $0.0001, of
GetThere.com, Inc. (the "Company") hereby appoints Gadi Maier or Kenneth R.
Pelowski, or either of them, proxies for the undersigned, each with full power
of substitution, to represent and to vote as specified in this Proxy the share
of Series D2 Preferred Stock of the Company that the undersigned stockholder
would be entitled to vote if personally present at the Annual Meeting of
Stockholders (the "Annual Meeting") to be held on Friday, June 23, 2000 at 10:00
a.m. local time, at the Sheraton Palo Alto Hotel, 625 El Camino Real, Palo Alto,
California, and at any adjournments or postponements of the Annual Meeting. The
undersigned stockholder hereby revokes any proxy or proxies heretofore executed
for such matters.
This proxy, when properly executed, will be voted in the manner as directed
herein by the undersigned stockholder. The undersigned stockholder may revoke
this proxy at any time before it is voted by delivering to the Corporate
Secretary of the Company either a written revocation of the proxy or a duly
executed proxy bearing a later date, or by appearing at the Annual Meeting and
voting in person.
TO VOTE AT THE ANNUAL MEETING IN ACCORDANCE WITH THE RECOMMENDATION OF THE
BOARD OF DIRECTORS OF GETTHERE.COM, INC., YOU MAY SIGN AND DATE THE REVERSE SIDE
OF THIS CARD WITHOUT CHECKING ANY BOX.
PLEASE MARK, SIGN, DATE AND RETURN THIS CARD PROMPTLY USING THE ENCLOSED
RETURN ENVELOPE. If you receive more than one proxy card, please sign and return
ALL cards in the enclosed envelope.
(CONTINUED AND TO BE SIGNED ON REVERSE SIDE)
<PAGE>
(Reverse)
GETTHERE.COM, INC.
[X] Please mark vote
as in this example
1. To elect the following director to serve for a term ending upon the 2001
Annual Meeting of Stockholders or until his successor is elected and
qualified:
Nominee: Christopher D. Bowers
FOR WITHHELD
[_] [_]
The undersigned acknowledges receipt of the accompanying Notice of Annual
Meeting of Stockholders and Proxy Statement.
<TABLE>
<S> <C> <C>
Signature: ________________ Signature (if held jointly): ____________________ Date: _______________, 2000
</TABLE>
Please date and sign exactly as your name(s) is (are) shown on the share
certificate(s) to which the Proxy applies. When shares are held as joint-
tenants, both should sign. When signing as an executor, administrator, trustee,
guardian, attorney-in fact or other fiduciary, please give full title as such.
When signing as a corporation, please sign in full corporate name by President
or other authorized officer. When signing as a partnership, please sign in
partnership name by an authorized person.
<PAGE>
PROXY GETTHERE.COM, INC. PROXY
4045 Campbell Avenue
Menlo Park, California 94025
This Proxy is Solicited on Behalf of the Board of Directors of GetThere.com,
Inc. for the Annual Meeting of Stockholders to be held June 23, 2000
The undersigned holder of Series D3 Preferred Stock, par value $0.0001, of
GetThere.com, Inc. (the "Company") hereby appoints Gadi Maier or Kenneth R.
Pelowski, or either of them, proxies for the undersigned, each with full power
of substitution, to represent and to vote as specified in this Proxy the share
of Series D3 Preferred Stock of the Company that the undersigned stockholder
would be entitled to vote if personally present at the Annual Meeting of
Stockholders (the "Annual Meeting") to be held on Friday, June 23, 2000 at 10:00
a.m. local time, at the Sheraton Palo Alto Hotel, 625 El Camino Real, Palo Alto,
California, and at any adjournments or postponements of the Annual Meeting. The
undersigned stockholder hereby revokes any proxy or proxies heretofore executed
for such matters.
This proxy, when properly executed, will be voted in the manner as
directed herein by the undersigned stockholder. The undersigned stockholder may
revoke this proxy at any time before it is voted by delivering to the Corporate
Secretary of the Company either a written revocation of the proxy or a duly
executed proxy bearing a later date, or by appearing at the Annual Meeting and
voting in person.
TO VOTE AT THE ANNUAL MEETING IN ACCORDANCE WITH THE RECOMMENDATIONS OF THE
BOARD OF DIRECTORS OF GETTHERE.COM, INC., YOU MAY SIGN AND DATE THE REVERSE SIDE
OF THIS CARD WITHOUT CHECKING ANY BOX.
PLEASE MARK, SIGN, DATE AND RETURN THIS CARD PROMPTLY USING THE
ENCLOSED RETURN ENVELOPE. If you receive more than one proxy card, please sign
and return ALL cards in the enclosed envelope.
(CONTINUED AND TO BE SIGNED ON REVERSE SIDE)
<PAGE>
(Reverse)
GETTHERE.COM, INC.
[X] Please mark vote
as in this example
1. To elect the following director to serve for a term ending upon the 2001
Annual Meeting of Stockholders or until his successor is elected and
qualified:
Nominee: Jonathan S. Linen
FOR WITHHELD
[_] [_]
The undersigned acknowledges receipt of the accompanying Notice of Annual
Meeting of Stockholders and Proxy Statement.
Signature: ____________________ Signature (if held jointly): __________________
Date: _______________, 2000
Please date and sign exactly as your name(s) is (are) shown on the share
certificate(s) to which the Proxy applies. When shares are held as
joint-tenants, both should sign. When signing as an executor, administrator,
trustee, guardian, attorney-in fact or other fiduciary, please give full title
as such. When signing as a corporation, please sign in full corporate name by
President or other authorized officer. When signing as a partnership, please
sign in partnership name by an authorized person.
