<PAGE>
===============================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
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 (S) 240.14a-11(c) or (S) 240.14a-12
DOW JONES & COMPANY, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(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)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(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:
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(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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Notes:
<PAGE>
Notice of 2000
Annual Meeting and
[DOW JONES LOGO] Proxy Statement
Dow Jones & Company
<PAGE>
Dow Jones & Company, Inc.
200 Liberty Street, New York, New York 10281
To Our Stockholders:
You are cordially invited to attend the 2000 Annual Meeting of Stockholders of
Dow Jones & Company, Inc., which will be held on Wednesday, April 19, 2000 at
11:00 a.m. at:
Windows on the World--106th Floor
One World Trade Center
New York, New York
Discussions of Company affairs at past Annual Meetings have generally been in-
teresting and useful. I hope you will be able to attend.
This year, you are being asked to act upon the election of five directors, the
approval of the appointment of PricewaterhouseCoopers LLP and one stockholder
proposal. These matters are discussed in greater detail in the accompanying
proxy statement.
The Board of Directors recommends a vote FOR the election of directors, FOR
the approval of the appointment of PricewaterhouseCoopers LLP and AGAINST the
stockholder proposal.
Regardless of the number of shares you own and whether or not you plan to at-
tend, it is important that your shares are represented and voted at the meet-
ing. You are requested either to sign, date and return the enclosed proxy or
to vote by telephone or via the Internet pursuant to the instructions in this
proxy statement promptly. If you do attend the Annual Meeting, you may still
vote in person if you so desire.
Sincerely yours,
/s/ Peter R. Kann
Peter R. Kann
Chairman of the Board
March 17, 2000
<PAGE>
Dow Jones & Company, Inc.
200 Liberty Street, New York, New York 10281
Notice of 2000 Annual Meeting of Stockholders
to be held Wednesday, April 19, 2000
To the Stockholders of
DOW JONES & COMPANY, INC.
NOTICE IS HEREBY GIVEN that the 2000 Annual Meeting of Stockholders of Dow
Jones & Company, Inc. will be held at Windows on the World--106th Floor, One
World Trade Center, New York, New York on Wednesday, April 19, 2000 at 11:00
a.m. for the purposes of:
1. Electing five directors to hold office until 2003;
2. Approving the appointment of PricewaterhouseCoopers LLP, independent cer-
tified public accountants, as auditors for 2000;
3. Acting upon a stockholder proposal to establish cumulative voting in the
election of directors; and
4. Transacting such other business as may properly come before the meeting.
Your attention is directed to the accompanying proxy statement for further
information with respect to the matters to be acted upon at the meeting.
Stockholders of record at the close of business on February 25, 2000 are en-
titled to notice of and to vote at the meeting. A list of such stockholders
will be open to the examination of any stockholder for any purpose germane to
the meeting for a period of ten days prior to the meeting at the Company's of-
fices, 200 Liberty Street, New York, New York.
Stockholders are requested to complete, date, sign and return the enclosed
proxy in the enclosed postage prepaid envelope or to vote by telephone or via
the Internet pursuant to the instructions in this proxy statement. Until your
proxy is voted you may revoke it by delivery to the Company of a subsequently
executed proxy or a written notice of revocation or by executing a later-voted
proxy by telephone or via the Internet. Your prompt response will be appreci-
ated.
By order of the Board of Directors,
/s/ Peter G. Skinner
Peter G. Skinner
Secretary
March 17, 2000
<PAGE>
Dow Jones & Company, Inc.
200 Liberty Street, New York, New York 10281
Proxy Statement
2000 Annual Meeting of Stockholders to be held Wednesday, April 19, 2000
Solicitation and Revocation of Proxies
This proxy statement is furnished in connection with the solicitation on be-
half of the Board of Directors of Dow Jones & Company, Inc. of proxies for use
at the Annual Meeting of Stockholders to be held at 11:00 a.m. on Wednesday,
April 19, 2000 at Windows on the World--106th Floor, One World Trade Center,
New York, New York for the purposes set forth in the accompanying Notice of
Annual Meeting of Stockholders.
Registered stockholders may vote by: (i) executing and returning the en-
closed proxy card; (ii) calling the toll-free phone number specified on the
proxy card; or (iii) voting via the Internet at the web site specified on the
proxy card. Registered stockholders who elect to vote by telephone or via the
Internet need not return their proxy card. Stockholders whose shares are held
in the name of a bank or broker must follow the voting instructions on the
form they receive from their bank or broker. Although most banks and brokers
now offer telephone and Internet voting, availability and specific processes
will depend on their voting arrangements.
Each proxy will be voted in accordance with the stockholder's instructions
with respect to (i) the election of directors, (ii) approving the appointment
of PricewaterhouseCoopers LLP as auditors for 2000 and (iii) acting upon a
stockholder proposal to establish cumulative voting in the election of direc-
tors. If no such instructions are specified, the proxies will be voted FOR the
election of each person nominated for election as a director, FOR approving
the appointment of PricewaterhouseCoopers LLP and AGAINST the stockholder pro-
posal.
Until a proxy is voted it may be revoked by a stockholder by delivery to the
Secretary of the Company at the above address of a subsequently executed proxy
or a written notice of revocation or by executing a later-voted proxy by tele-
phone or via the Internet. The cost of preparing and mailing this proxy state-
ment and proxies will be borne by the Company. Proxies may be solicited by of-
ficers, directors and regular employees of the Company by mail, telephone and
personal solicitation, and no additional compensation will be paid to such in-
dividuals. The Company may also reimburse brokers and other persons holding
stock in their names or in the names of their nominees for their charges and
expenses in forwarding proxies and proxy material to the beneficial owners of
such stock. In addition, the Company has retained D.F. King & Co., Inc., 77
Water Street, New York, New York 10005 to aid in the solicitation of proxies
by mail, telephone, telecopy and personal solicitation and will request bro-
kerage houses and other nominees, fiduciaries and custodians to forward solic-
iting materials to beneficial owners of the Company's Common Stock and Class B
Common Stock. For these services, the Company will pay D.F. King & Co., Inc. a
fee of $10,000, plus expenses.
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Common Stock Outstanding
At the close of business on February 25, 2000 there were outstanding and enti-
tled to vote 67,926,107 shares of Common Stock and 21,171,934 shares of Class
B Common Stock of the Company. Each share of Common Stock is entitled to one
vote. Each share of Class B Common Stock is entitled to ten votes. The Common
Stock, voting separately as a class, is entitled to elect two directors to be
elected at the meeting to serve a three-year term expiring in 2003. The Common
Stock and the Class B Common Stock vote together with respect to the election
of three directors to be elected at the meeting to serve a three-year term ex-
piring in 2003 and all other matters submitted to the stockholders.
<PAGE>
Security Ownership of Certain
Beneficial Owners
The following table sets forth in-
formation, as of January 20, 2000
(except as otherwise indicated),
with respect to the number of shares
of Common Stock and Class B Common
Stock owned by the only persons who
were known by the Company to own
beneficially more than 5% of the
outstanding Common Stock or Class B
Common Stock.
<TABLE>
<CAPTION>
Shares
Name and Address of Beneficial Beneficially
Owner Owned(a) Percent of Class
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<S> <C> <C> <C>
Christopher Bancroft Common 3,648,405 (b) 5.3%
c/o Holme Roberts & Owen LLP Class B 3,820,360 (b) 18.0%
1700 Lincoln Street
Denver, Colorado 80203
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Capital Research & Management Co. Common 7,015,200 (c) 10.2%
333 South Hope Street
Los Angeles, California 90071
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Judson W. Detrick Common 2,867,316 (d) 4.2%
Holme Roberts & Owen LLP Class B 2,352,167 (d) 11.1%
1700 Lincoln Street
Denver, Colorado 80203
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Michael B. Elefante Common 5,283,571 (d) 7.7%
Hemenway & Barnes Class B 3,256,562 (d) 15.4%
60 State Street
Boston, Massachusetts 02109
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Timothy F. Fidgeon Common 1,008,819 (d) 1.5%
Hemenway & Barnes Class B 2,156,713 (d) 10.2%
60 State Street
Boston, Massachusetts 02109
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Roy A. Hammer Common 12,404,443 (d) 18.1%
Hemenway & Barnes Class B 9,991,989 (d) 47.2%
60 State Street
Boston, Massachusetts 02109
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Lynn Hendrix Common 2,867,316 (d) 4.2%
Holme Roberts & Owen LLP Class B 2,352,117 (d) 11.1%
1700 Lincoln Street
Denver, Colorado 80203
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Lord, Abbett & Co. Common 4,031,607 (e) 5.9%
90 Hudson Street
Jersey City, New Jersey 07302
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Jane C. MacElree Common 5,938,238 (f ) 8.6%
c/o Hemenway & Barnes Class B 3,967,553 (f ) 18.7%
60 State Street
Boston, Massachusetts 02109
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Rod B. MacLeod Common 2,681,982 (d) 3.9%
MacLeod & McGinness Class B 1,380,196 (d) 6.5%
1800 Second Street, Suite 971
Sarasota, Florida 34236
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</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
Shares
Name and Address of Beneficial Beneficially
Owner Owned(a) Percent of Class
- -------------------------------------------------------------------------
<S> <C> <C> <C>
Ruth B. Ottaway Common 2,562,913 (g) 3.7%
James H. Ottaway, Jr. Class B 1,679,014 (g) 7.9%
David B. Ottaway
Ruth Ottaway Sherer
c/o Ottaway Newspapers, Inc.
Post Office Box 401
Campbell Hall, New York 10916
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Lawrence T. Perera Common 3,400,550 (d) 5.0%
Hemenway & Barnes Class B 3,477,000 (d) 16.4%
60 State Street
Boston, Massachusetts 02109
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Michael J. Puzo Common 344,074 (d) 0.5%
Hemenway & Barnes Class B 1,899,488 (d) 9.0%
60 State Street
Boston, Massachusetts 02109
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Thomas A. Richardson Common 2,813,866 (d) 4.1%
Holme Roberts & Owen LLP Class B 2,012,237 (d) 9.5%
1700 Lincoln Street
Denver, Colorado 80203
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George T. Shaw Common 799,002 (d) 1.2%
Hemenway & Barnes Class B 1,092,043 (d) 5.2%
60 State Street
Boston, Massachusetts 02109
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State Street Bank & Trust Company Common 5,691,308 (h) 8.3%
225 Franklin Street Class B 3,226,336 (h) 15.2%
Boston, Massachusetts 02110
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Elizabeth Steele Common 3,894,746 (d) 5.7%
c/o Hemenway & Barnes Class B 2,148,719 (d) 10.1%
60 State Street
Boston, Massachusetts 02109
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Bayne Stevenson Common 3,294,122 (d) 4.8%
c/o Hemenway & Barnes Class B 1,734,864 (d) 8.2%
60 State Street
Boston, Massachusetts 02109
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</TABLE>
(a) Except as otherwise indicated, the beneficial owner has sole voting and
investment power.
(b) Includes 3,400,000 shares of Common Stock and 3,477,000 shares of Class B
Common Stock held by Mr. Bancroft as trustee, as to which he shares voting and
investment power with other trustees, including Messrs. Hammer and Perera.
Also includes 248,405 shares of Common Stock and 343,360 shares of Class B
Common Stock held by Mr. Bancroft as trustee of a revocable trust, as to which
he shares voting and investment power with other trustees, including
Messrs. Richardson, Detrick and Hendrix. Mr. Bancroft could acquire sole vot-
ing and investment power over such shares if he were to revoke the trust.
(c) Capital Research & Management Co. held all of these shares as an invest-
ment adviser and had sole investment power over all of these shares and no
voting power over any of these shares. This information is based solely on a
Schedule 13G filed with the SEC on February 11, 2000.
(d) Includes shares held as trustee, as to which voting and investment power
is shared with other trustees (including other persons named above), by the
following persons, each of whom disclaims beneficial ownership of such shares:
3
<PAGE>
Mr. Detrick--2,867,316 shares of Common Stock and 2,352,117 shares of Class B
Common Stock; Mr. Elefante--5,283,571 shares of Common Stock and 3,256,562
shares of Class B Common Stock; Mr. Fidgeon--1,008,819 shares of Common Stock
and 2,156,713 shares of Class B Common Stock; Mr. Hammer--12,404,143 shares of
Common Stock and 9,991,989 shares of Class B Common Stock; Mr. Hendrix--
2,867,316 shares of Common Stock and 2,352,117 shares of Class B Common Stock
(as of February 21, 2000); Mr. MacLeod--2,681,982 shares of Common Stock and
1,380,196 shares of Class B Common Stock; Mr. Perera--3,400,550 shares of Com-
mon Stock and 3,477,000 shares of Class B Common Stock; Mr. Puzo--344,074
shares of Common Stock and 1,899,488 shares of Class B Common Stock; Mr. Rich-
ardson--2,813,866 shares of Common Stock and 2,012,237 shares of Class B Com-
mon Stock; Mr. Shaw--799,002 shares of Common Stock and 1,092,043 shares of
Class B Common Stock; Ms. Steele--3,894,746 shares of Common Stock and
2,148,719 shares of Class B Common Stock; and Mr. Stevenson--3,274,491 shares
of Common Stock and 1,726,066 shares of Class B Common Stock. Also includes
300 shares of Common Stock held by a revocable trust for the benefit of Mr.
Hammer, as to which he could acquire sole voting and investment power if he
were to revoke the trust.
(e) Lord, Abbett & Co. held all of these shares as an investment adviser and
had sole voting power over all of these shares. This information is based
solely on a Schedule 13G filed with the SEC on February 2, 2000.
(f) Includes 5,115,164 shares of Common Stock and 3,430,755 shares of Class B
Common Stock held by Mrs. MacElree as trustee, as to which she shares voting
and investment power with other trustees, including Mr. Elefante with respect
to 5,068,093 shares of Common Stock and 3,012,557 shares of Class B Common
Stock; Mr. Hammer with respect to 5,068,093 shares of Common Stock and
3,268,890 shares of Class B Common Stock; Mr. Puzo with respect to 46,900
shares of Common Stock and 161,800 shares of Class B Common Stock; and Mr.
Shaw with respect to 394,683 shares of Class B Common Stock. Also includes
748,819 shares of Common Stock and 535,213 shares of Class B Common Stock held
by Mrs. MacElree as trustee of a revocable trust, as to which she shares vot-
ing and investment power with other trustees, including Messrs. Fidgeon and
Shaw. Mrs. MacElree could acquire sole voting and investment power over such
shares if she were to revoke the trust.
(g) All of these shares have been deposited in a voting trust by various Otta-
way family trusts, individual members of the Ottaway family and a private in-
vestment company owned by members of the Ottaway family. The voting trustees
under the voting trust are Ruth B. Ottaway and her adult children, James H.
Ottaway, Jr., David B. Ottaway and Ruth Ottaway Sherer. The voting trust will
remain in effect until January 27, 2003, but shares may be withdrawn from the
voting trust prior thereto. As of January 20, 2000, each of Ruth B. Ottaway
and David B. Ottaway beneficially owned 2,562,913 shares of Common Stock and
1,679,014 shares of Class B Common Stock. As of January 20, 2000, Ruth Ottaway
Sherer beneficially owned 2,661,740 shares of Common Stock (3.9%) and
1,716,203 shares of Class B Common Stock (8.1%). As of January 20, 2000, James
H. Ottaway, Jr. beneficially owned 2,643,863 shares of Common Stock (includes
74,301 shares subject to options) and 1,679,014 shares of Class B Common
Stock. Each of the foregoing persons is deemed the beneficial owner of the
shares held in the voting trust described above and, accordingly, each of the
foregoing figures includes such shares. In addition, various other shares are
also included more than once in the foregoing figures as a result of other
shared ownership arrangements. Each of Ruth B. Ottaway, James H. Ottaway, Jr.,
David B. Ottaway and Ruth Ottaway Sherer shares voting power over 2,562,913
shares of Common Stock and 1,679,014 shares of Class B Common Stock and in-
vestment power over 35,000 shares of Common Stock and 1,540 shares of Class B
Common Stock. Ruth Ottaway Sherer has sole voting and investment power over
98,827 shares of Common Stock and 37,189 shares of Class B Common Stock.
(h) State Street Bank & Trust Company held all of these shares as trustee,
disclaimed beneficial ownership of them and shared voting and investment power
with persons named above as to 3,532,436 shares of Common Stock and 2,764,325
shares of Class B Common Stock. This information relating to (i) Common Stock
ownership is based solely on a Schedule 13G filed with the SEC on February 11,
2000 and (ii) Class B Common Stock ownership is based solely on a Schedule 13G
filed with the SEC on March 16, 1999.
4
<PAGE>
Security Ownership of Directors and Management
The following table sets forth information as of January 20, 2000, with re-
spect to the number of shares of Common Stock and Class B Common Stock owned
by each director and nominee for director, the five most highly compensated
executive officers, and all directors, nominees and executive officers as a
group.
<TABLE>
<CAPTION>
Shares Beneficially Percent of Common Stock
Name Owned(1) Class(2) Equivalents(3)
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Rand V. Araskog Common 8,000 * 25,464
Class B 700 *
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Jerome H. Bailey(4) Common 55,101 * 3,513
Class B -- *
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Christopher Bancroft (5) (6) 1,386
(7) Common 3,648,405 5.3%
Class B 3,820,360 18.0%
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William C. Cox, Jr. (5) (6) (8) Common 148,931 * 2,847
Class B 639,061 3.0%
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L. Gordon Crovitz Common 31,528 * 2,928
Class B -- *
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Harvey Golub Common 2,000 * 3,347
Class B -- *
- -------------------------------------------------------------------------------
Roy A. Hammer (6) (9) Common 12,404,443 18.1% 532
Class B 9,991,989 47.2%
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Leslie Hill (5) (6) (10) Common 118,350 * 1,552
Class B 70,624 *
- -------------------------------------------------------------------------------
Irvine O. Hockaday, Jr. Common 3,000 * 6,149
Class B -- *
- -------------------------------------------------------------------------------
Vernon E. Jordan, Jr. Common 276 * 8,141
Class B 105 *
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Peter R. Kann (4) Common 298,981 * 7,276
Class B 4,027 *
- -------------------------------------------------------------------------------
David K.P. Li Common 8,030 * 9,132
Class B -- *
- -------------------------------------------------------------------------------
Jane C. MacElree (5) (6) (11) Common 5,938,238 8.6% 1,205
Class B 3,967,553 18.7%
- -------------------------------------------------------------------------------
M. Peter McPherson Common -- * 1,958
Class B -- *
- -------------------------------------------------------------------------------
Frank N. Newman Common 500 * 1,205
Class B -- *
- -------------------------------------------------------------------------------
James H. Ottaway, Jr. (12) Common 2,643,863 3.8% --
Class B 1,679,014 7.9%
- -------------------------------------------------------------------------------
Peter G. Skinner (4) Common 86,492 * --
Class B -- *
- -------------------------------------------------------------------------------
William C. Steere, Jr. Common 1,000 * 3,443
Class B -- *
- -------------------------------------------------------------------------------
All directors and executive Common 25,426,167 37.0% 81,679
officers Class B 20,173,433 95.3%
as a group (20 persons) (13)
- -------------------------------------------------------------------------------
</TABLE>
5
<PAGE>
(1) Except as otherwise indicated, the beneficial owner has sole voting and
investment power. Includes shares of Common Stock subject to options exercis-
able within 60 days after January 20, 2000 held by: Mr. Bailey (13,534
shares), Mr. Cox (20,770 shares), Mr. Crovitz (30,151 shares), Mr. Kann
(197,134 shares), Mr. Ottaway (74,301 shares) and Mr. Skinner (69,634 shares).
(2) An asterisk under the column "Percent of Class" indicates that the named
person beneficially owns less than one percent of the shares of Common Stock
or Class B Common Stock outstanding.
(3) Under the directors' deferred stock equivalent compensation plan, each
non-employee director was credited with $25,000 worth of stock equivalents for
1999. Certain directors have elected to defer receipt of some or all of their
fees payable in cash and have invested such deferred amounts in stock equiva-
lents. Amounts previously accrued under the terminated retirement plan for
non-employee directors by directors who continued to serve on the Board after
the 1997 Annual Meeting were added to such directors' deferred compensation
accounts and certain directors have elected to invest such accrued amounts in
stock equivalents. (See page 11 for additional information regarding direc-
tors' stock equivalents.) Also, certain executive officers have elected to
have the amounts allocated to their accounts under the Supplementary Benefit
Plan (see footnote (4) of the Summary Compensation Table on page 13) deemed to
be invested in stock equivalents.
(4) Includes shares owned by, or jointly with, spouses, as follows: Mr. Bai-
ley--40,000 shares of Common Stock owned jointly with his spouse; Mr. Kann--
10,446 shares of Common Stock and 124 shares of Class B Common Stock owned by
his spouse; Mr. Skinner--16,858 shares of Common Stock owned jointly with his
spouse. Includes, with respect to Mr. Kann, 44,567 shares of Common Stock sub-
ject to options exercisable within 60 days after January 20, 2000 held by his
spouse. Mr. Kann disclaims beneficial ownership of the shares owned by his
spouse. Messrs. Skinner and Bailey share voting and investment power with
their spouses as to those shares owned jointly.
(5) Mr. Cox is the brother of Mrs. MacElree. Mr. Cox and Mrs. MacElree are
first cousins of Mr. Bancroft. Ms. Hill is the daughter of Mrs. MacElree.
(6) As of January 1, 2000, Mr. Cox, Mr. Bancroft, Mrs. MacElree and Ms. Hill,
certain of their relatives, and certain trusts and charitable organizations
established by them, including trusts for which Mr. Hammer serves as trustee,
owned beneficially a total of 18,794,490 shares (27.4%) of the outstanding
Common Stock and 16,370,146 shares (77.3%) of the outstanding Class B Common
Stock. Such shares account for approximately 65% of the votes represented by
the outstanding Common Stock and Class B Common Stock. Mr. Cox, Mr. Bancroft,
Mrs. MacElree and Ms. Hill, trusts as to which they or certain of their rela-
tives are trustees or have beneficial or reversionary interests, and the
trustees of such trusts (including Mr. Hammer), may be considered in control
of the Company and therefore its "parent."
(7) Includes 248,405 shares of Common Stock and 343,360 shares of Class B Com-
mon Stock held by Mr. Bancroft as trustee of a revocable trust, as to which he
shares voting and investment power with other trustees and as to which he
could acquire sole voting and investment power if he were to revoke the trust.
Also includes 3,400,000 shares of Common Stock and 3,477,000 shares of Class B
Common Stock held by Mr. Bancroft as trustee, as to which he shares voting and
investment power with other trustees.
(8) Includes 13,303 shares of Common Stock and 207,440 shares of Class B Com-
mon Stock held by a revocable trust for the benefit of Mr. Cox, as to which he
could acquire sole voting and investment power if he were to revoke the trust.
Also includes 114,858 shares of Common Stock and 431,621 shares of Class B
Common Stock, as to which Mr. Cox disclaims beneficial ownership, as follows:
74,108 shares of Common Stock and 379,791 shares of Class B Common Stock held
by Mr. Cox as trustee, as to which he shares voting and investment power;
29,500 shares of Common Stock and 27,130 shares of Class B Common Stock held
by trustees for Mr. Cox's spouse; and 11,250 shares of Common Stock and 24,700
shares of Class B
6
<PAGE>
Common Stock held by a foundation of which Mr. Cox is President.
(9) Includes 300 shares of Common Stock held by a revocable trust for the ben-
efit of Mr. Hammer, as to which he could acquire sole voting and investment
power if he were to revoke the trust. Also includes 12,404,143 shares of Com-
mon Stock and 9,991,989 shares of Class B Common Stock held by Mr. Hammer as
trustee, as to which he disclaims beneficial ownership and shares voting and
investment power with other trustees.
(10) Includes 6,734 shares of Common Stock and 2,738 shares of Class B Common
Stock owned by Ms. Hill's spouse and minor children.
(11) Includes 748,819 shares of Common Stock and 535,213 shares of Class B
Common Stock held by Mrs. MacElree as trustee of a revocable trust, as to
which she shares voting and investment power with other trustees and as to
which she could acquire sole voting and investment power if she were to revoke
the trust. Also includes 5,115,164 shares of Common Stock and 3,430,755 shares
of Class B Common Stock held by Mrs. MacElree as trustee, as to which she dis-
claims beneficial ownership and shares voting and investment power with other
trustees and 4,255 shares of Common Stock and 1,585 shares of Class B Common
Stock owned by her spouse.
(12) See footnote (g) on page 4 above for a description of Mr. Ottaway's own-
ership of Common Stock and Class B Common Stock.
(13) Includes 474,279 shares of Common Stock subject to options that may be
exercised by executive officers and directors within 60 days after January 20,
2000. Also includes shares owned by or jointly with their spouses and by their
children and relatives sharing their homes.
---------------------------------------------------
Annual Report
The Company has mailed to all stockholders its Annual Report for the year
ended December 31, 1999. The Annual Report includes an audited balance sheet
as of that date and audited statements of income, stockholders' equity and
cash flows for the year then ended.
---------------------------------------------------
Voting Procedures
If a quorum is present at the meeting (i) a plurality of the votes of the
shares of Common Stock present in person or represented by proxy and entitled
to vote is required in order to elect the nominees for election to the office
of director that the Common Stock, voting separately as a class, is entitled
to elect, (ii) a plurality of the votes of the shares of Common Stock and
Class B Common Stock voting together that are present in person or represented
by proxy and entitled to vote is required in order to elect the nominees for
election to the office of director that the Common Stock and the Class B Com-
mon Stock elect together, (iii) the affirmative vote of a plurality of the
votes of the shares of Common Stock and Class B Common Stock voting together
that are present in person or represented by proxy and entitled to vote is re-
quired in order to approve the appointment of PricewaterhouseCoopers LLP as
auditors, and (iv) the affirmative vote of a plurality of the votes of the
shares of Common Stock and Class B Common Stock voting together that are pres-
ent in person or represented by proxy and entitled to vote is required in or-
der for the stockholder proposal to be approved. With regard to the election
of directors, votes may be cast in favor or withheld; votes that are withheld
will have no effect on the outcome of the vote. With regard to other propos-
als, votes may be cast in favor or against, or a stockholder may abstain. Ab-
stentions will be counted as shares that are represented at the meeting and
entitled to vote. Under Delaware law, abstentions on the appointment of
PricewaterhouseCoopers LLP or the approval of the stockholder proposal will
have the effect of a negative vote because the appointment of
PricewaterhouseCoopers LLP and the approval of the stockholder proposal re-
quire the affirmative vote of a plurality of the votes of the shares
7
<PAGE>
of Common Stock and Class B Common Stock voting together that are present in
person or represented by proxy and entitled to vote. Shares represented by
limited proxies that prohibit voting on a particular matter (so-called broker
non-votes) will be disregarded and will have no effect on the outcome of the
vote on such matter, although the shares represented by such limited proxies
will be counted for quorum purposes.
---------------------------------------------------
Election of Directors
One of the purposes of the meeting is the election of five directors to serve
for a three-year term expiring in 2003. The Board of Directors has nominated
the individuals listed below for election as directors. The holders of Common
Stock voting separately as a class are entitled to vote for the election of
Messrs. Golub and Li. The holders of Common Stock and Class B Common Stock
voting together are entitled to vote for the election of Messrs. Hammer, New-
man and Ottaway. The proxies will be voted for the election of such individu-
als unless instructions are given to withhold authority to vote for
one or more of them. For each nominated individual, the table below sets forth
his or her age as of the date of the meeting, membership on committees of the
Board of Directors and certain other information. Each of the persons named
below is currently a director. If for any reason any one or more of the per-
sons named below should become unavailable for election, proxies will be voted
for the election of such substitute nominees as the Board of Directors may
propose.
---------------------------------------------------
8
<PAGE>
Nominees for Election at the Annual Meeting:
<TABLE>
<S> <C> <C> <C>
Class of 2003
<CAPTION>
Positions with the Company
and Business Experience Director
Name Age During the Past Five Years Since
- ---------------------------------------------------------------------------------------
<S> <C> <C> <C>
Harvey Golub 61 Chairman and Chief 1997
Audit and Corporate Governance Committees Executive Officer,
American Express Company
(travel and financial
services company)(1)
- ---------------------------------------------------------------------------------------
Roy A. Hammer (2) 65 Senior Partner, Hemenway & 1998
Corporate Governance Committee Barnes (law firm)
- ---------------------------------------------------------------------------------------
David K.P. Li 61 Chairman and Chief 1993
Audit and Corporate Governance Committees Executive Officer, The
Bank of East Asia, Limited
(banking)(3)
- ---------------------------------------------------------------------------------------
Frank N. Newman 57 Chairman Emeritus, Bankers 1997
Audit and Compensation Committees Trust Corporation. Prior
to June 1999, Chairman,
President and Chief
Executive Officer, Bankers
Trust New York Corporation
and Bankers Trust Company
(banking). Prior to
September 1995, Deputy
Secretary of the United
States Treasury
- ---------------------------------------------------------------------------------------
James H. Ottaway, Jr. 62 Senior Vice President of 1987
the Company
- ---------------------------------------------------------------------------------------
Incumbent Directors (Class of 2001)
The table below sets forth similar information for each director whose term ex-
pires in 2001.
<CAPTION>
Positions with the Company
and
Business Experience Director
Name Age During the Past Five Years Since
- ---------------------------------------------------------------------------------------
<S> <C> <C> <C>
Rand V. Araskog 68 Director of various 1981
Corporate Governance and Executive Committees corporations. Prior to
March 1998, Chairman and
Chief Executive Officer,
ITT Corporation (hotel and
gaming company)(4)
- ---------------------------------------------------------------------------------------
William C. Cox, Jr. 69 Director of the Company 1976
Corporate Governance and Executive Committees and prior to July 1997,
Executive Director/Client
Relations of the Company
- ---------------------------------------------------------------------------------------
Irvine O. Hockaday, Jr. 63 President and Chief Execu- 1990
Compensation and Executive Committees tive Officer, Hallmark
Cards, Inc. (greeting card
manufacturer)(5)
- ---------------------------------------------------------------------------------------
Vernon E. Jordan, Jr.(2) 64 Senior Managing Director, 1982
Corporate Governance and Executive Committees Lazard Freres & Co. LLC
(investment bank); Of
Counsel, Akin, Gump,
Strauss, Hauer & Feld (law
firm). Previously,
Senior Partner, Akin,
Gump, Strauss, Hauer &
Feld (6)
- ---------------------------------------------------------------------------------------
</TABLE>
9
<PAGE>
Incumbent Directors (Class of 2002)
The table below sets forth similar information for each director whose term
expires in 2002.
<TABLE>
<CAPTION>
Positions with the Company and
Business Experience Director
Name Age During the Past Five Years Since
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
Christopher Bancroft 48 Director of the Company 1996
Compensation Committee
- --------------------------------------------------------------------------------
Peter R. Kann(7) 57 Chairman and Chief Executive 1987
Executive Committee Officer of the Company
- --------------------------------------------------------------------------------
Leslie Hill 46 Pilot for American Airlines 1997
Corporate Governance Committee
- --------------------------------------------------------------------------------
M. Peter McPherson 59 President, Michigan State 1998
Audit Committee University
- --------------------------------------------------------------------------------
William C. Steere, Jr. 63 Chairman and Chief Executive 1997
Corporate Governance and Executive Officer, Pfizer Inc.
Committees (pharmaceuticals)(8)
- --------------------------------------------------------------------------------
</TABLE>
(1) Mr. Golub is a director of Campbell Soup Company.
(2) During 1999, Hemenway & Barnes, the law firm of which Mr. Hammer is a se-
nior partner, and Akin, Gump, Strauss, Hauer & Feld, the law firm to which Mr.
Jordan is of counsel, rendered certain legal services to the Company. The Com-
pany expects that these law firms will continue to render legal services to
the Company in 2000.
(3) Mr. Li is a director of Campbell Soup Company, Hong Kong Telecommunica-
tions Limited, The Bank of East Asia, Limited, The Hong Kong & China Gas Com-
pany Limited, Sime Darby Hong Kong Limited and South China Morning Post (Hold-
ings) Limited.
(4) Mr. Araskog is a director of The Hartford Financial Services Group, Inc.,
ITT Industries, Inc., ITT Educational Services, Inc., Rayonier Inc. and Shell
Oil Company.
(5) Mr. Hockaday is a director of Ford Motor Company, Sprint Corporation and
UtiliCorp United, Inc.
(6) Mr. Jordan is a director of American Express Company, Callaway Golf Compa-
ny, AMFM Inc., J.C. Penney Company, Inc., Revlon, Inc., Ryder System, Inc.,
Sara Lee Corporation, Union Carbide Corporation and Xerox Corporation.
(7) Karen Elliott House, President/International Group of the Company and the
spouse of Mr. Kann, received a salary and bonus for 1999 of $380,100. An ag-
gregate of $69,346 was contributed to Ms. House's account under the Dow Jones
Profit Sharing Retirement Plan and the related Supplementary Benefit Plan in
respect of 1999. Ms. House received a payout for 1999 of 2,856 shares of Com-
mon Stock with a fair market value as of February 16, 2000 of $178,143 under
the Dow Jones 1992 Long Term Incentive Plan in respect of the four-year per-
formance period 1996-1999. Ms. House also received contingent stock rights and
stock options under the Dow Jones 1997 Long Term Incentive Plan. Ms. House's
compensation is set by the Compensation Committee of the Board of Directors.
(8) Mr. Steere is a director of MetLife, Inc., Minerals Technologies Inc. and
Texaco Inc.
---------------------------------------------------
10
<PAGE>
During 1999 the Board of Directors met eight times, the Audit Committee met
four times, the Compensation Committee met five times, the Corporate Gover-
nance Committee met once and the Executive Committee met twice. In 1999 the
annual director's fee was $45,000, with a cash component of $20,000 and
$25,000 deemed to be invested in shares of Common Stock ("stock equivalents");
the fee for each Board meeting attended was $1,200; the fee for each committee
meeting attended was $1,000; and the annual fee for serving as a committee
chairperson was $5,000.
In 2000, the cash component of the annual director's fee and the fees for
serving as a committee chairperson and for attending committee meetings will
remain the same as in 1999; the fee for attending each Board meeting will be
increased to $1,500 and the deferred stock equivalents component of the annual
director's fee will be increased to $44,000. Such stock equivalents are cred-
ited quarterly and the number thereof are determined at the market price of
the Company's Common Stock on the last business day of the quarter in ques-
tion.
From time to time Board members are invited to attend meetings of Board com-
mittees of which they are not members; in such cases, such Board members re-
ceive a committee meeting fee. Employees of the Company or its subsidiaries
who are directors do not receive director's, committee or committee
chairperson's fees.
Directors may elect to defer receipt, in whole or in part, of any of their
fees payable in cash. Deferred amounts will, at the electing director's op-
tion, either be credited to an interest bearing account or be deemed to be in-
vested in shares of Common Stock (i.e., stock equivalents) at the market price
on the last business day of the month in which the deferred amount in question
would have otherwise been received. Deferred cash amounts will be paid in
cash, in a lump sum or in the form of an annuity, as the director may elect.
Deferred stock equivalent amounts will be paid in cash (in a lump sum or in
the form of an annuity) or shares of Common Stock (in up to fifteen annual in-
stallments), or a combination of cash and Common Stock, as the director may
elect.
During 1999 all directors of the Company attended at least 75% of the aggre-
gate meetings of the Board and standing committees on which they served, ex-
cept for Messrs. Araskog and Jordan.
The Audit Committee makes recommendations to the Board regarding the engage-
ment of the Company's independent auditors and considers the range of audit
and non-audit fees. It also reviews the work of the Company's internal audi-
tors, meets with the independent auditors to review and approve the scope and
results of their professional services, and reviews the procedures for evalu-
ating the adequacy of the Company's internal controls.
The Compensation Committee reviews remuneration arrangements for the
Company's senior management (including employee benefit plans in which execu-
tive officers are eligible to participate), makes recommendations to the Board
and grants options and other benefits under some of such plans.
The Corporate Governance Committee recommends to the Board of Directors the
persons to be nominated by the Board for election as directors of the Company.
Stockholders desiring to recommend nominees should submit their recommenda-
tions in writing to Peter G. Skinner, Secretary, Dow Jones & Company, Inc.,
200 Liberty Street, New York, New York 10281. Recommendations should include
pertinent information concerning the proposed nominee's background and experi-
ence. The Corporate Governance Committee also considers and makes recommenda-
tions to the Board of Directors concerning the size and composition of the
Board and considers from time to time the current Board committee structure
and membership.
---------------------------------------------------
11
<PAGE>
Executive Compensation
The following tables and report provide information as to the cash and non-
cash compensation paid to, earned by or granted to each of the five most
highly compensated senior policy making executives of the Company.
Summary Compensation Table
<TABLE>
<CAPTION>
Annual Compensation Long-Term Compensation
- --------------------------------------------------------------------------------------------------------
Awards Payouts
- --------------------------------------------------------------------------------------------------------
Restricted Long-term
Stock Incentive All Other
Award ($) Options (#) Payouts ($) Compen-
Name and Principal Position Year Salary ($) Bonus ($) (1) (2) (3) sation ($) (4)
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Peter R. Kann, Chairman 1999 $788,000 $656,288 -- $654,938 $230,889
of the Board, Chief
Executive 1998 $750,000 $402,885 39,400 $376,613 $150,002
Officer and Director 1997 $735,000 $190,000 31,800 $282,562 $180,017
- --------------------------------------------------------------------------------------------------------
Peter G. Skinner,
Executive 1999 $540,000 $346,275 -- $323,851 $144,746
Vice President, General 1998 $492,500 $212,796 15,300 $154,275 $ 97,602
Counsel and Secretary 1997 $435,000 $153,000 10,700 $148,988 $113,074
- --------------------------------------------------------------------------------------------------------
Jerome H. Bailey, 1999 $540,000 $346,275 -- -- $144,522
Executive Vice
President and 1998 $320,455 $214,150 $249,400 40,600 -- $ 61,859
Chief Financial
Officer(5)
- --------------------------------------------------------------------------------------------------------
James H. Ottaway, Jr., 1999 $425,000 $226,250 -- $231,099 $105,292
Senior Vice President 1998 $406,000 $155,138 13,000 $140,663 $ 79,413
and Director 1997 $391,000 $178,000 10,300 $128,438 $109,300
- --------------------------------------------------------------------------------------------------------
L. Gordon Crovitz, 1999 $349,731 $ 51,219 -- $ 44,598 $ 80,203
Senior Vice President
and 1998 $262,500 $ 50,000 13,000 $ 31,763 $ 60,227
President, Electronic
Publishing 1997 $221,154 $ 60,000 6,400 -- $ 63,871
- --------------------------------------------------------------------------------------------------------
</TABLE>
(1) The dollar value of this stock award is based on the market price of the
Company's Common Stock at time of grant. On April 15, 1998, Mr. Bailey was
granted a total of 4,700 shares of restricted stock with a fair market value
of $319,600. One-third of the shares vested on April 15, 1999, one-third will
vest on April 15, 2000 and the remainder will vest on April 15, 2001. Regular
quarterly dividends are paid on the restricted stock.
(2) For the past several years, the Company's Compensation Committee has
granted stock options and contingent stock rights under the Dow Jones 1997
Long Term Incentive Plan in November preceding each four year performance pe-
riod under the Plan. In 1999, however, the Committee decided to make such
grants in January, at the beginning of each such performance period. Accord-
ingly, on January 19, 2000, the Company granted stock options under the Plan
as follows: Mr. Kann--60,000; Mr. Skinner--20,000; Mr. Bailey--25,000; Mr. Ot-
taway-- 10,000; and Mr. Crovitz--20,000. In addition on January 19, 2000, the
Committee also granted the indicated executives contingent stock rights under
the Plan; those contingent stock rights are reported in footnote 1 to the Long
Term Incentive Plan table on page 14.
(3) The payouts shown in the table for 1999 reflect the fair market value as
of February 16, 2000 of the Final Awards made to the indicated executives un-
der the Dow Jones 1992 Long Term Incentive Plan in respect of the four-year
performance period 1996-1999. The payouts shown in the table for 1998 reflect
the fair market value as of February 17, 1999 of the Final Awards made to the
indicated executives under the Dow Jones 1992 Long Term Incentive Plan in re-
spect of the four-year performance period 1995-1998. The payouts shown in the
table for 1997 reflect the fair market value as of January 21, 1998 of the Fi-
nal Awards made to the indicated executives under the Dow Jones 1992 Long Term
Incentive Plan in respect of the
12
<PAGE>
four-year performance period 1994-1997. The Dow Jones 1997 Long Term Incentive
Plan was adopted in 1997 to make grants for performance periods subsequent to
those covered by the 1992 Long Term Incentive Plan.
(4) The amounts referred to in the table above under "All Other Compensation"
consist of the aggregate amounts contributed to the accounts of the indicated
executives under the Dow Jones Profit Sharing Retirement Plan and the related
Supplementary Benefit Plan in respect of the years indicated. With respect to
amounts contributed in respect of 1999, the Internal Revenue Code limits the
allocation of the annual Company contribution for the benefit of any individ-
ual account under a qualified profit sharing plan to the amount which would be
contributed to such individual account based on maximum annual compensation of
$160,000, but permits under a supplemental plan an additional allocation by
the Company to such individual equal to the additional amount which would oth-
erwise have been allocated to him or her under the qualified plan had there
been no limits. Executive officers may elect to have the amounts allocated to
their accounts under the Supplementary Benefit Plan deemed to be invested in
shares of Common Stock. With respect to 1999, such amounts were deemed to be
invested at the closing price of the Common Stock on the first business day of
2000. With respect to 1999, the Company has allocated the following amounts to
the accounts of the indicated executives under the Profit Sharing Retirement
Plan: Mr. Kann--$27,726; Mr. Skinner--$27,726; Mr. Bailey--$0; Mr. Ottaway--
$27,726; and Mr. Crovitz--$27,726. The Company has also credited the following
amounts to the accounts of the indicated executives under the Supplementary
Benefit Plan with respect to 1999: Mr. Kann--$203,163; Mr. Skinner--$117,020;
Mr. Bailey--$144,522; Mr. Ottaway--$77,566; and Mr. Crovitz--$52,477. With re-
spect to Mr. Bailey, the amount allocated to his account under the Supplemen-
tary Benefit Plan with respect to 1999 and 1998 also includes the amount that
would have been contributed to his account under the Profit Sharing Retirement
Plan if he had been eligible to participate in the Profit Sharing Retirement
Plan in each such year.
(5) Mr. Bailey joined the Company on April 15, 1998.
Option Grants In 1999
<TABLE>
<CAPTION>
Individual Grants
-------------------------------------------
Potential Realizable
% of Total Value at Assumed
Number of Options Annual Rates
Securities Granted to Exercise of Stock Price
Underlying Employees or Appreciation over
Options in Fiscal Base Price ExpiratioStocknOption Term
Name Granted(1) Year ($/Share) Date 5% 10%
- ------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Peter R. Kann........... -- -- -- -- -- --
Peter G. Skinner........ -- -- -- -- -- --
Jerome H. Bailey........ -- -- -- -- -- --
James H. Ottaway, Jr.... -- -- -- -- -- --
L. Gordon Crovitz....... -- -- -- -- -- --
- ------------------------------------------------------------------------------------------
</TABLE>
(1) As noted in footnote 2 on page 12, for the past several years, the
Company's Compensation Committee has granted stock options in November, but
decided in 1999 to change that practice and make such grants in January of
each year. Accordingly, on January 19, 2000, the Company granted stock options
under the Plan as follows: Mr. Kann--60,000; Mr. Skinner--20,000; Mr. Bailey--
25,000; Mr. Ottaway--10,000; and Mr. Crovitz--20,000.
13
<PAGE>
Aggregated Option Exercises In 1999
And Year-End Option Values
<TABLE>
<CAPTION>
Value of
Unexercised
In-the-
Money
Options at
Total Number of December
Unexercised Options at 31,
December 31, 1999 (#) 1999($)(1)
------------------------- -------------------------
Shares
Acquired on Value
Name Exercise (#) Realized ($) Exercisable Unexercisable Exercisable Unexercisable
- ------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Peter R. Kann........... 8,616 $108,738 197,134 36,866 $5,982,951 $678,621
Peter G. Skinner........ 8,800 $236,406 69,634 13,766 $2,050,783 $254,039
Jerome H. Bailey........ -- -- 13,534 27,066 $ 222,246 $444,461
James H. Ottaway, Jr.... 7,049 $ 90,694 74,301 12,099 $2,298,064 $222,790
L. Gordon Crovitz....... 1,170 $ 14,479 30,151 10,799 $ 923,501 $200,365
- ------------------------------------------------------------------------------------------------------
</TABLE>
(1) This represents the difference between the closing price of the Company's
Common Stock on December 31, 1999 ($68.00) and the exercise price of the op-
tions.
Long-Term Incentive Plan--Awards In 1999
<TABLE>
<CAPTION>
Performance or Other
Period Until
Number of Shares, Units Maturation
Name or Other Rights(1) or Payout
- --------------------------------------------------------------------------------
<S> <C> <C>
Peter R. Kann...................... -- --
Peter G. Skinner................... -- --
Jerome H. Bailey................... -- --
James H. Ottaway, Jr............... -- --
L. Gordon Crovitz.................. -- --
- --------------------------------------------------------------------------------
</TABLE>
(1) As noted in footnote 2 on page 12, for the past several years, the
Company's Compensation Committee has made annual long-term incentive awards in
November, but decided in 1999 to change that practice and make such grants in
January of each year. Accordingly, on January 19, 2000, the Company granted
contingent stock rights for the performance period 2000-2003 as follows: Mr.
Kann--17,850; Mr. Skinner--10,000; Mr. Bailey--12,000; Mr. Ottaway--5,000; and
Mr. Crovitz--8,000.
The long-term incentive plan awards are contingent stock rights granted un-
der the Dow Jones 1997 Long Term Incentive Plan. Each contingent stock right
gives the holder the contingent right to receive up to the number of shares of
Common Stock specified in the right (the "Initial Award") following completion
of a 4-year performance period. The number of shares ultimately received (the
"Final Award") will depend on the extent to which the performance criteria are
achieved during the 4-year performance period and other factors. Participants
may elect, subject to the approval of the Compensation Committee, to receive
all or a portion of their Final Awards in cash, or Common Stock, or a combina-
tion of both. If a participant elects to receive all or a portion of the Final
Award in cash, the amount of cash will equal the closing price of the Common
Stock on the date of the Final Award multiplied by the number of shares of
Common Stock as to which the election is being made.
During the performance period relating to each right, the Compensation Com-
mittee may adjust the performance criteria and otherwise modify the terms and
provisions of the right. Also during the performance period, the holder is en-
titled to receive as "dividend equivalents" an amount equal to the cash divi-
dends that the holder would have received if the holder had owned the number
of shares of Common Stock covered by the Initial Award during the entire per-
formance period.
At December 31, 1999, Mr. Kann held contingent stock rights covering a total
of 60,000 shares; Mr. Skinner--24,325 shares; Mr. Bailey--9,575 shares; Mr.
Ottaway--20,475 shares; and Mr. Crovitz--11,025 shares. At December 31, 1999,
the fair market value of the Common Stock subject to such rights was as fol-
lows: Mr. Kann--$4,080,000; Mr. Skinner-- $1,654,100; Mr. Bailey--$651,100;
Mr. Ottaway--$1,392,300; and Mr. Crovitz--$749,700.
The Final Award ultimately received may be less than or equal to the number
of shares in the immediately preceding paragraph. It is expected that fully
satisfactory competitive performance (as judged by the Compensation Committee
in its discretion at the time of the payouts) would be competitively rewarded
if the Final Award approximated 80% of the amounts set forth above. Excep-
tional performance would support a Final Award in excess of 80% of the amounts
set forth above but in no event more than 100% of such amounts.
---------------------------------------------------
14
<PAGE>
Separation Plan for Senior Management
At its January 1999 meeting the Board of Directors unanimously approved the
Dow Jones Separation Plan for Senior Management. The Plan covers separations
from service by senior executives including the executive officers named on
page 12. In order to receive benefits under the Separation Plan, an eligible
executive's employment must have been terminated involuntarily, without
"cause," and he or she must enter into an agreement with the Company contain-
ing a covenant not to compete, confidentiality provisions and customary mutual
releases and waivers. The Board also approved the Plan's related form of Sepa-
ration Agreement and Release.
The Plan provides for severance benefits equal to 18 or 24 months (depending
on salary level) of base salary and target bonus. The plan also provides for
the continuation of certain benefits during such 18 or 24 month period includ-
ing those received under the Company's pension plan and the related supplemen-
tary benefit plan; the health and dental care plans; and the executive death
and group life, disability and accident insurance plans. In addition, termi-
nated executives will receive a pro-rated final award with respect to each of
his or her outstanding grants of contingent stock rights under the Company's
Long Term Incentive Plan. The Separation Plan and the form of Separation
Agreement and Release are Exhibits to the Company's Annual Report on Form 10-K
for the year ended December 31, 1998.
--------------------------------------------------
Compensation Committee Report on Executive Compensation
The Compensation Committee and the Compensation Program
The Committee consists of four non-employee directors. It generally meets five
times a year. The Compensation Committee's objective is to establish and ad-
minister a "total compensation program" that fairly and competitively rewards
Dow Jones executives for current and long-term performance that enhances
stockholder value. The purpose of this report is to explain the Company's ex-
ecutive compensation program and the operation of the Compensation Committee.
Elements of Compensation Program Considered by the Committee
The Committee gives special attention to the total compensation of the chief
executive officer (Mr. Kann), and certain other members of senior management.
We consider four elements of compensation: (1) annual salary; (2) annual in-
centive award (or bonus); (3) long-term incentive compensation; and (4) re-
tirement and other compensation.
Establishing and Administering a Competitive Program
The Committee retains outside compensation consultants and reviews competitive
compensation and performance studies in developing and administering the total
compensation program. We give continuing attention to changes in compensation
practices, business trends and changes in applicable law and regulations in
order to establish and administer a sound competitive compensation program.
The competitive universe that we primarily consider includes the six largest
newspaper publishers in the Dow Jones U.S. Publishing Index (the "Company's
peer group") (see page 18), but we also review data on general industry trends
and, from time to time, certain other public companies which compete with one
or more of the Company's business segments.
With regard to annual and long-term incentive awards, the Committee, in
working with management and its outside compensation consultants, has deter-
mined that a substantial por-
15
<PAGE>
tion of executives' awards will be based on the achievement of certain pre-de-
termined financial objectives. For Mr. Kann a substantial portion of his an-
nual incentive award for 2000 will be based on the achievement of these pre-
determined financial objectives (earnings per share growth--35%; economic
value created--20%; and cash flow margin--15%) and the balance will be based
on the achievement of specified strategic goals (30%). For the remaining exec-
utive officers, a substantial portion of their annual incentive awards will be
based on the achievement of pre-determined financial objectives and the bal-
ance will be based on the achievement of strategic goals and, for certain ex-
ecutive officers, individual performance.
Initial awards of contingent stock rights were made under the Company's
long-term incentive plan to Mr. Kann and other senior executive officers for
the performance period 2000-2003. The final awards to all those receiving
these grants will be based in large part on the Company's performance with re-
spect to pre-determined financial objectives (total shareholder return; earn-
ings per share growth; revenue growth; and cash flow margin) relative to the
Company's peer group. Determination of final awards will also be based assess-
ment of performance on qualitative criteria.
The Committee has retained some measure of discretion under the annual and
long-term incentive award programs because it believes that it is difficult to
forecast in detail all future developments that will be relevant to an evalua-
tion of executive performance.
Federal tax legislation in effect since 1994 eliminates the deductibility of
compensation in excess of $1,000,000 paid to the chief executive officer and
certain other executives (i.e., those whose compensation must be detailed in
the proxy statement). The law exempts compensation paid under plans that re-
late compensation to performance. Although our plans are designed to relate
compensation to performance, certain elements of them do not meet the tax
law's requirements because they allow the Committee to exercise discretion in
setting compensation. It may be appropriate in the future to recommend changes
in the Company's compensation program to take account of the tax law. However,
the Committee is of the opinion that it is better to retain discretion than to
give it up in exchange for the tax deduction. For 1999 the deductibility of
certain compensation paid to Mr. Kann was affected by this limitation.
Committee Reporting
The Committee makes full reports to the Board of Directors, which approves the
structure and general administration of the compensation program. The Board
reviews the specific compensation awards for the chief executive officer and
each of the other four executives whose compensation is described in the proxy
statement.
In 1999 the chief executive officer's salary was $788,000, an increase of
$38,000 (or 5%) from his 1998 salary of $750,000. The 1999 salaries for the
five officers listed in the table on page 12 were set after evaluating their
individual contribution and performance and the value of their jobs in the
marketplace based on a review of the competitive compensation guidelines that
were developed with advice from our outside compensation consultants.
For 1999 Mr. Kann was granted a bonus of $656,288. That represented a 62.9%
increase from his 1998 bonus of $402,885. In determining the bonuses for Mr.
Kann and the other officers listed in the table, we compared the Company's re-
sults to the financial, strategic and, for certain executive officers, indi-
vidual performance measures established in early 1999. The bonus awards for
1999 reflect the Company's and business unit's performance measured against
the pre-determined financial criteria and the Committee's view that the execu-
tives performed reasonably well against the non-financial measures established
under the bonus program.
We awarded long-term compensation to the chief executive officer and other
members of senior management in February 2000 under the Company's 1992 Long
Term Incentive Plan. The Final Awards covered performance for the period 1996-
1999 and were made after reviewing the Company's performance on various finan-
cial
16
<PAGE>
measures (including total stockholder return, return on equity, earnings
growth, profit margins, and other financial criteria) relative to the
Company's peer group. We also considered progress toward achieving other Com-
pany objectives (quality of Dow Jones' publications and services, commitment
to innovative products and services, long-term strategic planning, quality of
customer service and level of customer satisfaction, development of human re-
sources, and promotion of teamwork throughout the Company). And, finally, we
considered each individual executive's responsibility and performance. In
granting final awards, the Committee took into account that the Company's per-
formance trends improved during the 1996-1999 period. In the case of the 1996-
1999 performance period, it was expected that fully satisfactory competitive
performance would be competitively rewarded if the Final Award approximated
80% of the number of shares in the Initial Award. Exceptional performance
would support a Final Award in excess of 80% (up to 100%) of the Initial
Award.
Final Awards were made in February 2000 to Mr. Kann and Messrs. Skinner, Ot-
taway and Crovitz in amounts approximating 55% to 60% of their Initial Awards
for the 1996-1999 period. Mr. Kann's Final Award for the 1996-1999 period was
10,500 shares of Common Stock, and constituted approximately 60% of his Ini-
tial Award. That represented an increase of 2,200 shares from the Final Award
for the 1995-1998 period. The net number of shares of Common Stock received in
February 2000 by Mr. Kann, after tax withholding, amounted to 6,613. Mr. Otta-
way received his Final Award in cash. Messrs. Skinner and Crovitz received
their Final Awards in the form of Common Stock. The fair market value of Mr.
Kann's Final Award for the 1996-1999 period was $654,938 (based on a grant
date stock price of $62.375), which is approximately 73.9% higher in value
than the Final Award for the 1995-1998 period of $376,613 (based on a grant
date stock price of $45.375).
In January 2000 we granted members of senior management contingent stock
rights and stock options under the 1997 Long Term Incentive Plan for the 2000-
2003 performance period. These grants were estimated by our outside compensa-
tion consultants to be at the median of general industry practice. The grants
tie a significant portion of each senior executive's potential compensation to
the Company's long-term objectives and to the market value of the Company's
stock. The Committee will determine the actual number of shares of stock pay-
able to an executive under the contingent stock rights at the end of the per-
formance period.
The Committee believes that the number of contingent stock rights and stock
options granted to individual executives should be set annually by the Commit-
tee after consultation with its consultants concerning competitive compensa-
tion levels. Accordingly, the Committee does not base the amount of stock op-
tions or contingent stock rights to be granted in any given year on the
amounts previously granted.
The Committee reaffirms its view that salaries and bonus and other incentive
compensation opportunities for the senior executives of the Company generally
should not deviate substantially from the median of the competitive guidelines
developed with the advice of our consultants and that, particularly with re-
spect to long-term incentive compensation, it is important that the Committee
continue to retain a degree of discretion as to the actual amounts paid. The
Committee believes that the compensation levels for the chief executive offi-
cer and other senior executives reflect these criteria and are appropriate
given performance during the periods covered.
Irvine O. Hockaday, Jr., Chairman
Christopher Bancroft
Jane C. MacElree
Frank N. Newman
---------------------------------------------------
17
<PAGE>
Comparison of Stockholder Return
The following line graph compares the performance of the Company's Common Stock
during the five-year period ended December 31, 1999 with the Standard & Poor's
500 Stock Index ("S&P 500") and the Dow Jones U.S. Publishing Index (formerly
named the Dow Jones Media/Publishing Index).
The S&P 500 includes 500 U.S. companies in the industrial, transportation,
utilities and financial sectors and is weighted by market capitalization. The
Dow Jones U.S. Publishing Index, which is also weighted by market
capitalization, includes, in addition to the Company, the following eleven
publishing companies: A.H. Belo Corporation, American Greetings Corporation,
The E.W. Scripps Company, Gannett Co., Inc., Knight-Ridder, Inc., The McGraw-
Hill Companies, Inc., The Reader's Digest Association, Inc., The New York Times
Company, The Times Mirror Company, Tribune Company, and The Washington Post
Company.
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN
Dow Jones & Co. vs. S&P 500 vs. Dow Jones U.S. Publishing Index
[LINE GRAPH APPEARS HERE]
Dow Jones & Co. S&P 500 Dow Jones U.S.
Publishing Index
12/31/94 100 100 100
12/31/95 132 138 123
12/31/96 115 169 143
12/31/97 187 226 210
12/31/98 171 290 223
12/31/99 246 351 278
For purposes of the graph, it was assumed that $100 was invested in the
Company's Common Stock, the S&P 500 and the Dow Jones U.S. Publishing Index at
closing prices on December 31, 1994. Dividends are assumed to be reinvested on
the ex-dividend date.
--------------------------------------------------
18
<PAGE>
Approval of Appointment of Independent Certified Public Accountants
At its February meeting the Board of Directors unanimously recommended that
the stockholders vote to approve the appointment of PricewaterhouseCoopers
LLP, independent certified public accountants, as auditors of the Company for
2000. PricewaterhouseCoopers LLP were the Company's auditors in 1999 and their
predecessors, Coopers & Lybrand L.L.P., have been the auditors for many years.
Stockholder approval of the appointment of such firm as auditors will be re-
quested at the 2000 Annual Meeting. Representatives of PricewaterhouseCoopers
LLP will be present at the meeting, will have the opportunity to make a state-
ment if they so desire, and will be available to respond to appropriate ques-
tions.
---------------------------------------------------
Stockholder Proposal
Mrs. Evelyn Y. Davis, Watergate Office Building, 2600 Virginia Avenue, N.W.,
Suite 215, Washington, D.C. 20037, who holds of record 100 shares of Common
Stock and 30 shares of Class B Common Stock, has informed the Company that she
intends to present to the meeting the following resolution:
RESOLVED: "That the stockholders of Dow Jones, assembled in Annual Meeting
in person and by proxy, hereby request the Board of Directors to take the nec-
essary steps to provide for cumulative voting in the election of directors,
which means each stockholder shall be entitled to as many votes as shall equal
the number of shares he or she owns multiplied by the number of directors to
be elected, and he or she may cast all of such votes for a single candidate,
or any two or more of them as he or she may see fit."
Mrs. Davis has submitted the following statement in support of her proposal:
"Many states have mandatory cumulative voting, so do National Banks. In ad-
dition, many corporations have adopted cumulative voting. Last year the owners
of shares representing 24,825,229 votes or 9.85% of voting power, voted FOR
this proposal. If you AGREE, please mark your proxy FOR this resolution."
Board of Directors' Position
The Board opposes Mrs. Davis' proposal because it believes that the existing
class voting structure provides greater Board representation for holders of
Common Stock than if all directors were elected as a single class with cumula-
tive voting. This is because the holders of Common Stock currently account for
approximately a quarter of the total votes outstanding but are entitled to
elect at least one-third of the directors to be elected at every annual meet-
ing.
The Company's certificate of incorporation and bylaws provide that at every
meeting of stockholders called for the election of directors, holders of Com-
mon Stock, voting separately as a class, are entitled to elect at least one-
third of the number of directors to be elected. Thus for example, as a result
of these provisions, holders of Common Stock will be entitled to elect two of
the five Board members to be elected at this year's annual meeting.
Adopting cumulative voting in place of the existing class voting structure
would, in fact, cause holders of Common Stock to be entitled to elect fewer
Board members. Based on the number of shares currently outstanding, if holders
of Common Stock and Class B Common Stock voted together for five directors us-
ing cumulative voting, holders of Common Stock would be able to elect only one
seat on the Board of Directors, instead of the two seats that they are enti-
tled to elect under the existing class voting structure.
Substantially similar stockholder proposals seeking cumulative voting have
been presented at the 1998 and 1999 Annual Meetings and have been defeated by
the vote of the Company's stockholders in both instances.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST ADOPTION OF THIS PROPOSED
RESOLUTION.
---------------------------------------------------
19
<PAGE>
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
executive officers and directors, and persons who own more than ten percent of
the outstanding Common Stock or Class B Common Stock, to file reports of own-
ership and changes in ownership with the Securities and Exchange Commission
and the New York Stock Exchange. Such persons are also required by SEC regula-
tion to furnish the Company with copies of all Section 16(a) reports they
file.
In 1991 the SEC completed an extensive revision of its rules in this area.
In addition to increasing the number and kind of reports to be filed, the SEC
has obliged companies to report in their proxy statements failures to file re-
ports on a timely basis.
Based solely on its review of the copies of such forms received by the Com-
pany, or written representations from certain reporting persons that no Form 5
annual reports were required for those persons, the Company believes that dur-
ing 1999 all filing requirements under Section 16(a) of the Exchange Act ap-
plicable to its executive officers, directors, and greater than ten-percent
beneficial owners were complied with, except that Christopher Bancroft was one
month late in filing a Form 4 in April 1999 reporting February sales of common
stock; and Peter Skinner was three days late in filing a Form 4 in May 1999
reporting a stock option exercise. The foregoing late filings were inadvertent
and due to administrative and clerical errors.
-------------------------------------------------
Corporate Governance
In 1997 the Board of Directors adopted the "Dow Jones & Company Principles of
Corporate Governance." The Principles are listed below. These Principles are
being published in this proxy statement to inform stockholders of the Board's
current thinking with respect to selected corporate governance issues consid-
ered to be of significance to stockholders. The Board will continue to assess
the appropriateness and efficacy of the Principles and it is likely that
changes to the Principles will be considered from time to time.
Dow Jones & Company
Principles of Corporate Governance
1. The principal duty of the Board of Directors and management of Dow Jones &
Company is to assure that the company is well-managed in the interests of
its shareholders. Dow Jones seeks to protect and preserve the independence
and integrity of its products and services, including The Wall Street Jour-
nal, on which the company's long-term prosperity depends.
2. Dow Jones is owned by its shareholders; the shareholders, in turn, elect
the company's Board of Directors. The Board plays the central role in the
company's governance; it is the company's decision-making authority on all
matters except those reserved to the shareholders. The Board, in turn, se-
lects the company's chief executive officer and approves the appointment
of other members of senior management; senior management is charged with
the conduct of the company's business.
3. The primary functions of the Board are:
. review and, where appropriate, approval of the financial objectives, ma-
jor strategies and plans, and major corporate actions of Dow Jones;
. selection and evaluation of Dow Jones' chairman and chief executive of-
ficer;
. determining senior management compensation;
. periodic review of management succession plans;
. selection and recommendation to shareholders for election of appropriate
candidates for service on the Board;
20
<PAGE>
. review of the adequacy of the company's systems for compliance with all
applicable laws and regulations, for safeguarding the company's assets
and for managing the major risks it faces; and
. provision of advice and counsel to senior management.
4. It is the policy of Dow Jones that the Board should consist of a majority
of "outside" directors. Consistent with this policy, and the underlying
philosophy of promoting vigorous representation for shareholders, Dow Jones
does not consider that anyone should be deemed an "inside" director by vir-
tue of the size of his or her shareholdings, no matter how great. On the
other hand, the company does consider any present or former member of se-
nior management to be an "inside" director, no matter the extent of his or
her shareholdings.
5. The number of directors shall not exceed a number that can function effi-
ciently as a body. The Corporate Governance Committee (formerly the Nomi-
nating Committee), in consultation with the chairman and CEO, considers
and makes recommendations concerning the appropriate size and membership
needs of the Board. The size of the Board will be not less than 10 nor
more than 20 members; normally the number of directors will be approxi-
mately 15. The Corporate Governance Committee also considers candidates to
fill new Board positions created by expansion and vacancies that occur by
resignation, retirement or for any other reason.
6. Prospective members of the Board are selected for their character and wis-
dom, judgment and integrity, business experience and acumen. The Corporate
Governance Committee also seeks to have a variety of occupational and a di-
versity of personal backgrounds represented on the Board. Directors are re-
quired to retire from the Board at the annual meeting of shareholders fol-
lowing their 70th birthday. Upon the adoption of these principles, no di-
rector who is an employee of the company shall be eligible for re-election
as a director after the termination of his or her employment.
7. Upon election, directors receive a package of orientation materials and an
extensive review of the company and its businesses from senior managers.
In addition, Board members are encouraged to visit company facilities
throughout their tenure on the Board.
8. All directors are expected to own stock in Dow Jones. The Compensation Com-
mittee annually reviews the compensation of directors. The company believes
that a substantial part of directors' compensation should be stock-based.
9. Because of the nature of the company's publishing business, no "inside"
directors are permitted to serve as directors of other public companies,
except as repre-sentatives of Dow Jones in cases in which the company owns
shares in another company.
10. It is the general policy of the company that all major decisions be con-
sidered by the Board as a whole. This allows the company to gain the ad-
vantage of the collective wisdom of the Board. As a consequence, the com-
mittee structure of the Board is limited to those committees considered
to be basic to or required for the operation of Dow Jones as a publicly-
owned company. Currently these committees are the Executive Committee,
the Audit Committee, the Compensation Committee and the Corporate Gover-
nance Committee. The members and chairs of these committees are recom-
mended to the Board by the Corporate Governance Committee in consultation
with the chairman and CEO. The responsibilities of each of the committees
are determined by the Board from time to time.
11. Membership on the Audit, Compensation and Corporate Governance committees
is limited to outside directors. The chairman and CEO and other senior
managers attending meetings of these committees do so by invitation. The
chairs of these committees act as the chair at executive sessions or
meetings of outside directors at which the principal items to be consid-
ered are within
21
<PAGE>
the scope of one of these committees' authority. This provides for board
leadership without the need to designate a lead director.
12. The frequency, length and agenda of meetings of each of the committees
are determined by the chair of the committee. Whenever possible, materi-
als related to agenda items are provided to committee members suffi-
ciently in advance of committee meetings to allow the directors to pre-
pare for discussion. Sufficient time to consider the agenda items is pro-
vided.
13. The Compensation Committee ensures that a proper system of current and
long-term compensation is in place to provide performance-oriented incen-
tives to management; reviews remuneration arrangements for senior manage-
ment; reviews and approves the structure of employee benefit plans; makes
recommendations to the Board; and grants options or other benefits under
certain employee benefit plans. The committee also is responsible for
setting annual and long-term performance goals (based on criteria estab-
lished in advance) for the chairman and CEO, and for evaluating perfor-
mance against these goals. The committee makes full reports to the entire
Board, which approves the structure and general administration of the
compensation program for the chairman and CEO and other senior managers.
14. The Audit Committee recommends to the shareholders the appointment of in-
dependent auditors; makes recommendations to the Board regarding their
engagement; and considers the range of audit and nonaudit fees. The com-
mittee also reviews the work of the company's internal auditors, meets
with the independent auditors to review and approve the scope and results
of their professional services, and reviews the procedures for evaluating
the adequacy of the company's internal controls. The Audit Committee pro-
vides a direct channel of communication to the Board for the independent
auditors, internal auditors, the chief financial officer and the general
counsel.
15. It is the policy of Dow Jones that the positions of Chairman of the Board
and Chief Executive Officer be held by the same person, except in unusual
circumstances. This combination has served the company well over a great
many years.
16. The chairman and CEO is responsible for establishing effective communica-
tions with the company's stakeholder groups, i.e. shareholders, custom-
ers, employees and others. It is the policy of Dow Jones that management
speaks for the company.
17. The chairman and CEO sets the agenda for meetings of the Board with the
understanding that certain items pertinent to the advisory and monitoring
functions of the Board be brought to it periodically by the chairman and
CEO for review or decision. For example, the annual corporate budget is
reviewed by the Board, and capital expenditures above a certain threshold
amount (currently $15 million) are approved by the Board. Agenda items
that fall within the scope of responsibilities of a Board committee are
reviewed with the chair of that committee, who presents these matters to
the Board. Any Board member may request that an item be included on the
agenda.
18. Whenever possible, materials related to agenda items are provided to
Board members sufficiently in advance of Board meetings to allow the di-
rectors to prepare for discussion. Sufficient time to consider the agenda
items is provided.
19. Generally, presentations of matters to be considered by the Board are
made by the manager responsible for that area of the company's opera-
tions. In addition, Board members have free access to all other members
of management and employees of the company.
20. Executive sessions or meetings of outside directors without management
present are held at least once per year to review:
. the report of the independent auditors;
. the criteria upon which the performance of the chairman and CEO and
other senior managers is based;
22
<PAGE>
. the performance of the chairman and CEO against such criteria;
. the compensation of the chairman and CEO and other senior managers; and
. the performance of the Board.
Additional executive sessions or meetings of outside directors may be held
from time to time as required, or as requested by directors.
21. These principles are reviewed by the Board from time to time.
---------------------------------------------------
Submission of Stockholder Proposals
Under Rule 14a-8(e) of the Securities Exchange Act of 1934, a stockholder pro-
posal intended for inclusion in next year's proxy statement must be received
by the Company at its principal executive offices not later than November 18,
2000.
With respect to proposals submitted under SEC Rule 14a-4(c)(1), any stock-
holder proposal for next year's Annual Meeting submitted after February 1,
2001 will not be considered filed on a timely basis with the Company. With re-
spect to proposals that are not timely filed, the Company retains discretion
to vote proxies it receives as the Board of Directors sees fit. With respect
to proposals that are timely filed, the Company retains discretion to vote
proxies it receives as the Board of Directors sees fit, provided 1) the Com-
pany includes in its proxy statement advice on the nature of the proposal and
how it intends to exercise its voting discretion and 2) the proponent does not
issue a proxy statement with respect to the proposal in compliance with Rule
14a-4(c)(2).
Other Matters
The Company knows of no other matter to be brought before the 2000 Annual
Meeting. If any other matter requiring a vote of the stockholders should come
before the meeting, it is the intention of the persons named in the proxy to
vote the same with respect to any such matter in accordance with their best
judgment.
Stockholders who do not expect to attend the 2000 Annual Meeting in person are
requested to complete, date, sign and return the enclosed proxy promptly in
the enclosed postage prepaid envelope or to vote promptly by telephone or via
the Internet.
A copy of the Company's Annual Report on Form 10-K which was filed with the
Securities and Exchange Commission on March 1, 2000 is available to interested
stockholders upon written request to Ms. Valerie Gerard, Director of Investor
Relations, Dow Jones & Company, Inc., 200 Liberty Street, New York, New York
10281.
By order of the Board of Directors,
Peter G. Skinner
Secretary
New York, New York
March 17, 2000
23
<PAGE>
DOW JONES & COMPANY, INC.
Proxy Solicited on behalf of the Board of Directors for
Annual Meeting of Stockholders--April 19, 2000
p The undersigned stockholder of Dow Jones & Company, Inc. hereby appoints
R WILLIAM C. COX, JR., PETER R. KANN and PETER G. SKINNER and each of them
O jointly and severally, proxies, with full power of substitution, to vote
X all shares of Common Stock and Class B Common Stock of the Company which
Y the undersigned is entitled to vote at the 2000 Annual Meeting of
Stockholders to be held on Wednesday, April 19, 2000, at 11:00 a.m. and
at any adjournment thereof, upon such business as may properly come
before the meeting, including the following proposals, which are
described in the Proxy Statement dated March 17, 2000, a copy of which
has been received by the undersigned.
PLEASE SIGN AND DATE ON REVERSE SIDE.
- --------------------------------------------------------------------------------
FOLD AND DETACH HERE
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
This proxy when properly executed will be voted in the manner directed herein by the undersigned stockholder. Please mark
If no direction is made, this proxy will be voted FOR your votes
Proposals 1 and 2, and AGAINST Proposal 3. as
indicated in [X]
this example
The Board of Directors recommends a vote FOR
Proposals 1 and 2, and AGAINST Proposal 3.
FOR WITHHELD FOR AGAINST ABSTAIN
1. Election of Directors by [ ] [ ] 2. Approval of Auditors [ ] [ ] [ ]
Common and/or Class B Common Stock. for 2000.
Common Stock Common and Class B 3. Stockholder Proposal to
Common Stock establish cumulative
01-Harvey Golub 03-Roy A. Hammer voting in the election of
02-David K.P. Li 04-Frank N. Newman directors. [ ] [ ] [ ]
05-James H. Ottaway, Jr.
For, except vote withheld from the following nominee(s):
- --------------------------------------------------------
</TABLE>
Signature(s)_________________________ Date:_______, 2000
NOTE: Please sign exactly as name appears hereon. When signing as attorney,
executor, administrator or trustee or for a corporation, please give your full
title. For joint accounts, each owner must sign.
- --------------------------------------------------------------------------------
FOLD AND DETACH HERE
VOTE BY INTERNET OR TELEPHONE
-----------------------------
YOUR VOTE IS IMPORTANT - YOU CAN VOTE IN ONE OF THREE WAYS:
o VOTE BY PROXY CARD: Mark, sign and date your proxy card and return promptly
in the enclosed envelope.
OR
o VOTE BY TELEPHONE OR INTERNET -- You will need to have your proxy card in
hand. You will be asked to enter a Control Number, which is located in the
box in the lower right hand corner of this form. You cannot vote by
telephone or Internet after 5 p.m. (EST) on April 18, 2000.
1. VOTE BY PHONE: Call toll-free 1-800-840-1208 on a touch-tone telephone
24 hours a day, 7 days a week.
There is no charge to you for this call.
Option 1: To vote as the Board of Directors recommends on ALL proposals, press
- ------------------------------------------------------------------------------
1.
- --
When asked, you must confirm your vote by pressing 1.
Option 2: If you choose to vote on each item separately, press 0. You will hear
- -------------------------------------------------------------------------------
these instructions:
- -------------------
Proposal 1: To VOTE FOR all nominees press 1; to WITHHOLD FROM ALL nominees,
press 9.
To WITHHOLD FOR AN INDIVIDUAL nominee, press 0 and listen to the
instructions.
Proposal 2: To vote FOR, press 1; AGAINST, press 9; ABSTAIN, press 0.
Proposal 3: To vote FOR, press 1; AGAINST, press 9; ABSTAIN, press 0.
When asked, you must confirm your vote by pressing 1.
OR
2. VOTE BY INTERNET: Follow the instructions at our Website address:
http://www.eproxy.com/DJ
Your telephone or Internet vote authorizes the named proxies to vote your shares
in the same manner as if you marked, signed, and returned your proxy card.
THANK YOU FOR VOTING. Please do not return your proxy card if you are voting by
telephone or Internet.
