Preliminary Copy
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:
[x] Preliminary Proxy Statement
[_] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[_] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
Merrill Lynch & Co., 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):
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(1) Title of each class of securities to which transaction applies:
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pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
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[_] Check box if any part of the fee is offset as provided by Exchange Act
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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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(4) Date Filed:
Preliminary Copy
[LOGO]
March 9, 2000
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders to be
held at 10:00 A.M., local time, on Tuesday, April 18, 2000, at the Merrill
Lynch Conference and Training Center, Plainsboro, New Jersey.
Information regarding the business of the meeting is set forth in the Notice
of Annual Meeting and Proxy Statement that follows this letter. There will be
an opportunity for stockholders to ask questions about our business and to
comment on any aspect of company affairs properly brought before the meeting.
We cannot stress strongly enough that your vote is important, regardless of
the number of shares you own. After you have read the Notice of Annual Meeting
and Proxy Statement, and even if you plan to attend the meeting, please
complete and return promptly the enclosed form of proxy to ensure that your
shares will be represented. A return envelope is enclosed for your
convenience.
Since mail delays may occur, it is important that the proxy be returned well
in advance of the meeting. You may revoke your proxy at any time before it is
exercised. Accordingly, you should sign and return your proxy even if you
think you may decide to attend the meeting and vote your shares in person.
Merrill Lynch will admit to the meeting stockholders of record on February 23,
2000, persons holding proof of beneficial ownership or who have been granted
proxies, and any other persons that Merrill Lynch, in its sole discretion, may
elect to admit.
We look forward to receiving your vote and seeing you at the meeting. If you
need directions to the meeting, or have a disability that may require special
assistance, please contact our Corporate Secretary, Andrea L. Dulberg, at 222
Broadway, 17th Floor, New York, NY 10038; Telephone: (212) 670-0432 or 0433;
e-mail address: [email protected].
Sincerely,
[LOGO]
DAVID H. KOMANSKY
Chairman of the Board and
Chief Executive Officer
Preliminary Copy
[LOGO]
Notice of Annual Meeting of Stockholders
to be held April 18, 2000
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of MERRILL
LYNCH & CO., INC., a Delaware corporation ("Merrill Lynch"), will be held on
Tuesday, April 18, 2000, at 10:00 A.M., local time, at the Merrill Lynch
Conference and Training Center, 800 Scudders Mill Road, Plainsboro, New
Jersey, for the following purposes:
(1) To elect four directors to the Board of Directors to hold office for
a term of three years;
(2) To consider approving a new formula governing annual bonuses and
grants of restricted shares and units for certain executive officers;
(3) To consider two stockholder proposals; and
(4) To transact such other business as properly may come before the
Annual Meeting and any adjournment thereof.
Only persons who are record holders of Common Stock on the books of Merrill
Lynch at the close of business on February 23, 2000 may receive notice of or
vote at the Annual Meeting and any adjournment thereof. A list of such
stockholders will be available from April 7, 2000 until prior to the meeting,
as required by law, at the offices of Merrill Lynch Asset Management L.P.
located at 800 Scudders Mill Road, Plainsboro, New Jersey. This list will also
be available at the Annual Meeting. The stock transfer books of Merrill Lynch
will not be closed.
Public notice of the date of the Annual Meeting was included in Merrill
Lynch's Quarterly Report on Form 10-Q for the period ended September 24, 1999,
filed with the Securities and Exchange Commission ("SEC") on November 5, 1999,
and in Merrill Lynch's Report to Shareholders for the first six months of 1999
mailed to stockholders on August 25, 1999.
By Order of the Board of Directors
ANDREA L. DULBERG
Secretary
New York, New York
March 9, 2000
STOCKHOLDERS ARE URGED TO VOTE, SIGN, AND DATE THE ENCLOSED FORM OF PROXY AND
TO RETURN IT IN THE ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED IF MAILED IN THE
UNITED STATES.
The Proxy Statement for the Annual Meeting follows this page. Except for those
who have previously received copies, included with this Proxy Statement and
Notice is Merrill Lynch's 1999 Annual Report, which is not considered proxy
soliciting material.
Preliminary Copy
[LOGO]
Proxy Statement
Annual Meeting of Stockholders
April 18, 2000
This Proxy Statement is furnished as part of the solicitation, on behalf of
the Board of Directors of Merrill Lynch & Co., Inc., a Delaware corporation
("Merrill Lynch"), of proxies from those holders of Merrill Lynch Common
Stock, par value $1.33 1/3 per share (the "Common Stock"), who are eligible to
vote at the forthcoming Annual Meeting of Stockholders, and at any adjournment
thereof, on the matters set forth in the foregoing Notice of Annual Meeting of
Stockholders. The Annual Meeting will be held on Tuesday, April 18, 2000, at
10:00 A.M., local time, at the Merrill Lynch Conference and Training Center,
800 Scudders Mill Road, Plainsboro, New Jersey.
BENEFICIAL OWNERS
The Board of Directors has fixed the close of business on February 23, 2000,
as the record date for determining those stockholders who are entitled to
receive notice of, and to vote at, the Annual Meeting and at any adjournment
thereof. On that date there were 367,763,388 shares of Common Stock
outstanding (excluding treasury shares, and including 4,009,349 shares of a
Merrill Lynch subsidiary that are exchangeable at any time into, and carry
voting rights equivalent to, the Common Stock) [figures as of December 31,
1999 are used for this preliminary filing]. Holders of Common Stock are
entitled to one vote per share. Holders of a majority of the shares of Common
Stock entitled to vote at the Annual Meeting, present in person or by proxy,
constitute a quorum. To the knowledge of Merrill Lynch, except as provided
below, no person is the beneficial owner of more than 5% of the outstanding
shares of Common Stock.
Beneficial Ownership Table
<TABLE>
<CAPTION>
Amount and Nature
Name and Address of Beneficial Percent
Of Beneficial Owner Ownership Of Class(1)
------------------- ----------------- -----------
<S> <C> <C>
State Street Bank and Trust Company, Trustee
("State Street")
225 Franklin Street
Boston, Massachusetts 02110
Merrill Lynch & Co., Inc. Employee Stock
Ownership Plan (the "ESOP").................................................. 24,854,445(2) 6.8%
Other Merrill Lynch employee benefit plans...................................... 21,738,520(3) 5.9%
Other........................................................................... 6,593,817(4) 1.8%
</TABLE>
Footnotes to Beneficial Ownership Table
(1) Percentages are calculated based on the Common Stock outstanding as of
February 23, 2000 [figures as of December 31, 1999 are used for this
preliminary filing].
(2) Information on the amount and nature of the beneficial ownership of the
Common Stock is as of February 23, 2000 [figures as of December 31, 1999
are used for this preliminary filing]. As of that date, 24,737,669 shares
of Common Stock held by the ESOP were allocated to ESOP participants
(representing 6.7% of the outstanding shares of Common Stock), and
116,776 shares of Common Stock held by the ESOP were unallocated
(representing less than .1% of the outstanding shares of Common Stock).
Participants have the right to direct the voting of allocated shares by
State Street as a co-trustee of the ESOP. Subject to the provisions of
the ESOP trust agreement, State Street is obligated to vote unallocated
shares and allocated shares for which it has not received directions in
the same proportion that allocated shares for which it has received
directions are voted. The trust agreement also contains provisions
regarding the allocation, vesting, and disposition of shares.
(3) Information on the amount and nature of the beneficial ownership of the
Common Stock is as of February 23, 2000 [figures as of December 31, 1999
are used for this preliminary filing]. Participants have the right to
direct the voting of shares of Common Stock by State Street as a
co-trustee of these plans. Subject to the provisions of the trust
agreements relating to these employee benefit plans, State Street is
obligated to vote shares for which it has not received directions in the
same proportion that allocated shares for which it has received
directions are voted. The trust agreements also contain provisions
regarding the disposition of shares.
(4) Information on the amount and nature of the beneficial ownership of the
Common Stock is as of December 31, 1999 and was supplied by a Schedule
13G Information Statement filed by State Street. As trustee or
discretionary advisor for various personal trust accounts and various
collective investment funds for employee benefit plans and other index
accounts not affiliated with Merrill Lynch, State Street has sole voting
power over 6,027,265 of such shares, sole dispositive power over
6,555,976 of such shares, shared voting power over 12,799 of such shares,
and shared dispositive power over 37,841 of such shares.
VOTING REQUIREMENTS AND OTHER INFORMATION ABOUT THE MEETING
The vote required to elect directors is a plurality of the votes of the shares
of Common Stock represented at the Annual Meeting in person or by proxy that
are entitled to vote. The vote required to approve the management proposal to
adopt a new performance goal formula described in this Proxy Statement (the
"ML & Co. Proposal"), the stockholder proposals described in this Proxy
Statement (the "Stockholder Proposals") and all other matters is the
affirmative vote of a majority of the shares of Common Stock represented at
the Annual Meeting in person or by proxy that are entitled to vote.
All shares of Common Stock represented by valid proxies received pursuant to
this solicitation and not revoked will be voted in accordance with the choices
specified. If no specification is made on any item submitted for a vote, the
shares will be voted for the election as directors of Merrill Lynch of the
four persons named under the caption Election of Directors--Nominees for
Election to the Board of Directors, for the ML & Co. Proposal, and against the
Stockholder Proposals. Since the proxy confers discretionary authority to vote
on other matters that properly may come before the meeting, shares represented
by valid proxies returned to Merrill Lynch will be voted on any other matters
that properly may be brought before the meeting in accordance with the
judgment of the person or persons voting the proxies. Merrill Lynch's by-laws
require prior notification of a stockholder's intent to submit any business to
the meeting. The deadline for such notification has passed and no such
notification has been received.
With regard to the election of directors, votes may be cast in favor of the
specific candidates or withheld; votes that are withheld will have no effect
on the outcome of the election. With regard to other types of matters
requiring stockholder action, votes may be cast in favor or against, or a
stockholder may abstain. Abstentions will be counted as shares that are
represented at the meeting and entitled to vote. Abstentions on the ML & Co.
Proposal and the Stockholder Proposals will have the effect of a negative
vote.
Under the rules of the New York Stock Exchange, Inc. ("NYSE"), brokers holding
shares in street name for customers can vote on certain items if they have not
received instructions from beneficial owners. Brokers other than Merrill
Lynch's subsidiary, Merrill Lynch, Pierce, Fenner & Smith Incorporated
("MLPF&S"), that do not receive instructions are entitled to vote on the
election of directors. Under NYSE policy, if MLPF&S does not receive
instructions on the election of directors, it is entitled to vote shares held
by it on behalf of customers only in the same proportion that the shares voted
by all other record holders are voted. With respect to the ML & Co. Proposal
and the Stockholder Proposals, neither MLPF&S nor any other broker may vote
shares held for customers without specific instructions from the beneficial
owners. Under applicable Delaware law, a broker non-vote will have no effect
on the outcome of the vote on the election of directors, the ML & Co. Proposal
or the Stockholder Proposals.
The execution of a proxy will not affect a stockholder's right to attend the
Annual Meeting and to vote in person. A stockholder who executes a proxy may
revoke it at any time before it is exercised at the meeting by giving proper
written notice to Darryl W. Colletti, Assistant Secretary of Merrill Lynch, at
101 Hudson Street, 10th floor, Jersey City, New Jersey 07302 or by filing
another proxy.
It is the policy of Merrill Lynch that all proxies, ballots, and voting
materials that identify the votes of specific stockholders be kept
confidential and not be disclosed to Merrill Lynch, its affiliates, directors,
officers, or employees, subject to limited exceptions, including (i)
disclosure to vote tabulators and inspectors of election, (ii) disclosure
required by law, (iii) if a stockholder expressly requests disclosure, (iv) in
the context of a bona fide dispute as to the authenticity of the proxy, ballot
or vote, and (v) disclosure of aggregate vote totals at or in connection with
the relevant meeting of stockholders. This policy does not apply in the event
of a contested election for directors, the attempted removal of directors, any
solicitation of proxies in connection with a merger or business combination,
or a solicitation of proxies by anyone other than the Board of Directors. The
policy is not intended to prohibit stockholders from voluntarily disclosing
their votes to Merrill Lynch or the Board of Directors or to impair the free
and voluntary communication between Merrill Lynch and its stockholders.
The expenses involved in the preparation of proxy materials and the
solicitation on behalf of the Board of Directors of proxies for the Annual
Meeting will be borne by Merrill Lynch. In addition to the solicitation of
proxies by mail, solicitation may be made by certain directors, officers, and
other employees of Merrill Lynch or of its subsidiaries in person or by
telephone or other means of communication, for which no additional
compensation will be paid, and will be made by Georgeson & Co., Inc., for
which a fee of $22,000 plus expenses will be paid. Merrill Lynch will
reimburse brokers, including MLPF&S, and other nominees for costs incurred by
them in mailing soliciting materials to the beneficial owners of the Common
Stock in accordance with the rules of the NYSE.
The accounting firm of Deloitte & Touche LLP has been selected by the Board of
Directors, upon the recommendation of the Audit and Finance Committee of the
Board of Directors, as the independent public accountants of Merrill Lynch and
its subsidiaries during the 1999 fiscal year. Representatives of Deloitte &
Touche LLP are expected to be present at the Annual Meeting with the
opportunity to make a statement, if they desire to do so, and to answer
stockholders' questions.
ELECTION OF DIRECTORS
The Board of Directors is divided into three classes. Each class serves for a
three-year term and one class of directors is elected each year.
The Board of Directors proposes the election as directors of the four persons
named below under Nominees for Election to the Board of Directors. These
persons are to hold office for a term of three years ending in 2003. The
remaining eight directors named below will continue to serve in accordance
with their previous elections. The biographical information presented for the
director nominees and for the directors continuing in office is based upon
information received from the nominees and directors. Unless otherwise
indicated, the offices listed are offices of Merrill Lynch.
It is intended that shares of Common Stock represented by proxies received in
response to this Proxy Statement will be voted for the election of the
nominees listed below unless otherwise directed by stockholders in their
proxies. While it is not anticipated that any of the nominees will be unable
to take office, if that is the case, such shares will be voted in favor of
such other person or persons proposed by the Board of Directors.
NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS
For a Three-Year Term Expiring in 2003
W.H. Clark (67) Director since 1995
Corporate Director; Chairman of the Board of Nalco Chemical Company
("Nalco"), a producer of specialty chemicals, from 1984 to 1994; Chief
Executive Officer of Nalco from 1982 to 1994; President of Nalco from
1984 to 1990. Mr. Clark serves as a director of Bethlehem Steel
Corporation, Fort James Corporation, Millennium Chemicals Inc., Ultramar
Diamond Shamrock Corporation, and USG Corporation.
Stephen L. Hammerman (62) Director since 1985
Vice Chairman of the Board since April 1992; General Counsel since October
1984; General Counsel of MLPF&S from March 1981 to June 1996.
Aulana L. Peters (58) Director since 1994
Partner in the law firm of Gibson, Dunn & Crutcher LLP since 1988 and from
1980 to 1984; Commissioner of the U.S. Securities and Exchange Commission
from 1984 to 1988. Mrs. Peters serves as a director of Callaway Golf
Company, Minnesota Mining and Manufacturing Company (3M), and Northrop
Grumman Corporation.
John J. Phelan, Jr. (68) Director since 1991
Corporate Director; Senior Adviser to the Boston Consulting Group since
October 1992; Member of the Council on Foreign Relations since 1988;
President of the International Federation of Stock Exchanges from January
1991 to January 1993; Chairman and Chief Executive Officer of the New
York Stock Exchange, Inc. from May 1984 to December 1990. Mr. Phelan
serves as a director of Eastman Kodak Company and Metropolitan Life
Insurance Company.
MEMBERS OF THE BOARD OF DIRECTORS CONTINUING IN OFFICE
With Terms Expiring in 2001
William R. Hoover (70) Director since 1995
Chairman of the Executive Committee of Computer Sciences Corporation
("CSC"), a provider of information technology consulting, systems
integration, and outsourcing to industry and government, since March 1997
and Consultant since March 1995; Chairman of the Board of CSC from
November 1972 to March 1997; President of CSC from November 1969 to March
1995; Chief Executive Officer of CSC from November 1972 until March 1995.
Mr. Hoover serves as a director of CSC, Rofin-Sinar Technologies, Inc.,
and Storage Technology Corporation.
Robert P. Luciano (66) Director since 1989
Corporate Director; Chairman Emeritus of Schering-Plough Corporation, a
health and personal care products company; Chief Executive Officer of
Schering-Plough Corporation from February 1982 to January 1996 and
Chairman of the Board from January 1984 to November 1998. Mr. Luciano
serves as a director of Schering-Plough Corporation, Honeywell
International Inc., and C.R. Bard, Inc.
David K. Newbigging (66) Director since 1996
Chairman of the Board of Friends' Provident Life Office, a United Kingdom
based life assurance company; Chairman of the Board of Equitas Holdings
Limited, the parent company of a group of reinsurance companies based in
the United Kingdom, from 1995 to 1998; Chairman of the Board and Senior
Managing Director of Jardine, Matheson & Co. Limited, a Hong Kong-based
international trading, industrial and financial services group, from 1975
to 1983; Chairman of the Board of Rentokil Group PLC, an international
support services group based in the United Kingdom, from 1987 to 1994.
Mr. Newbigging serves as the Chairman of the Board of Faupel Trading
Group PLC and Thistle Hotels PLC, the Deputy Chairman of Benchmark Group
PLC, and as a director of Ocean Energy, Inc. and Paccar Inc.
With Terms Expiring in 2002
Jill K. Conway (65) Director since 1978
Visiting Scholar, Massachusetts Institute of Technology since 1985;
President of Smith College from July 1975 to June 1985. Mrs. Conway
serves as a director of Allen Telecom Inc., Arthur D. Little, Inc.,
Colgate-Palmolive Company, and NIKE, Inc.
George B. Harvey (68) Director since 1993
Corporate Director; Chairman of the Board of Pitney Bowes Inc., a
provider of mailing, office and logistics systems and management and
financial services, from 1983 to December 1996; President and Chief
Operating Officer of Pitney Bowes Inc. from 1981 to May 1996. Mr. Harvey
serves as a director of Massachusetts Mutual Life Insurance Company, The
McGraw-Hill Companies, Inc., and Pfizer Inc.
David H. Komansky (60) Director since 1995
Chairman of the Board since April 1997; Chief Executive Officer since
December 1996; President and Chief Operating Officer from January 1995 to
April 1997.
John L. Steffens (58) Director since 1997
Vice Chairman of the Board, President of U.S. Private Client Group since
April 1997; Executive Vice President, Private Client Group from October
1990 to April 1997.
------------------------------
William L. Weiss, age 70, has served as a director since 1993 and will
continue to serve as a director until the 2000 Annual Meeting of Stockholders.
Mr. Weiss is Chairman Emeritus of Ameritech Corporation, a provider of
communications and information services. Mr. Weiss serves as a director of
Abbott Laboratories, The Quaker Oats Company, and Tenneco Inc.
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
During the 1999 fiscal year, the Board of Directors met eight times.
In addition to an Executive Committee, the Merrill Lynch Board of Directors
has standing Audit and Finance, Management Development and Compensation,
Public Policy and Responsibility, and Nominating Committees, and a Litigation
Committee.
The Audit and Finance Committee comprises Mr. Phelan, its Chairman, Mrs.
Peters and Messrs. Clark, Hoover, and Newbigging. This committee held seven
meetings during the 1999 fiscal year. This committee performs the following
functions, among others: monitoring Merrill Lynch's system of internal
accounting controls and overseeing and evaluating the internal audit function;
recommending the appointment and monitoring the performance, independence, and
fees of Merrill Lynch's independent public accountants and monitoring
professional services they provide; reviewing the scope of the annual audit
with the independent public accountants and reviewing their reports with
management; reviewing Merrill Lynch's annual consolidated financial
statements; overseeing Merrill Lynch's corporate funding policy, securities
offerings, financial commitments and related policies; and monitoring
compliance with risk management and compliance policies and procedures.
The Management Development and Compensation Committee comprises Mr. Luciano,
its Chairman, Mrs. Conway and Messrs. Harvey and Weiss. This committee held
nine meetings during the 1999 fiscal year. This committee performs the
following functions, among others: reviewing and recommending employee
compensation programs, policies, and practices, including salary, cash
incentive, long-term incentive compensation, stock purchase, retirement, and
health and welfare programs; making grants under the Merrill Lynch Long-Term
Incentive Compensation Plan and other stock-based compensation plans;
discharging the responsibilities described below under the caption Management
Development and Compensation Committee Report on Executive Compensation; and
reviewing management development programs and executive succession plans.
The Public Policy and Responsibility Committee comprises Mr. Weiss, its
Chairman, Mrs. Peters and Mr. Newbigging. This committee held three meetings
during the 1999 fiscal year. This committee's function is to assist the Board
of Directors and senior management in overseeing Merrill Lynch's fulfillment
internationally of its principles of Respect for the Individual, Teamwork,
Responsible Citizenship, and Integrity by reviewing and, where appropriate,
making recommendations about: Merrill Lynch's political and charitable
contributions policies and practices and Merrill Lynch's policies and actions
as they relate to social and public policy issues that affect Merrill Lynch's
business throughout the world.
The Nominating Committee comprises Mrs. Conway, its Chairwoman, Messrs. Harvey
and Luciano (who are voting members) and Mr. Komansky (who is a non-voting
member). This committee did not meet during the 1999 fiscal year but its
members did conduct discussions over the course of the year. This committee
performs the following functions: identifying potential candidates to serve on
the Board of Directors with a view toward a desirable balance of expertise
among Board members and making recommendations to the Board relating to the
membership of committees of the Board and nominees to fill vacancies on the
Board. The Nominating Committee will consider nominees recommended by
stockholders. Those wishing to submit recommendations for the 2001 Annual
Meeting of Stockholders should write to Andrea L. Dulberg, Secretary, Merrill
Lynch & Co., Inc., 222 Broadway, 17th Floor, New York, NY 10038.
The Litigation Committee comprises Messrs. Clark, Harvey, and Hoover. This
committee held nine meetings during the 1999 fiscal year. The Committee was
formed by the Board of Directors to make a determination with respect to the
consolidated stockholder derivative actions described under Certain
Transactions.
BENEFICIAL OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS
The following table contains certain information on the beneficial ownership
of Common Stock and Common Stock-linked units by each director, director
nominee, and executive officer named in the Summary Compensation Table herein
as well as by all current directors and executive officers as a group. All
information is provided as of February 23, 2000 [figures as of February 7,
2000, are used for this preliminary filing.]
<TABLE>
<CAPTION>
Common Stock
Common Stock(1) Units(2)
--------------- ------------
<S> <C> <C>
W.H. Clark...................................................................... 5,154 1,964
Jill K. Conway.................................................................. 7,568 1,964
Thomas W. Davis................................................................. 644,459(3) 7,816
Stephen L. Hammerman............................................................ 1,207,734(3)(4) 5,090
George B. Harvey................................................................ 7,708 2,616
William R. Hoover............................................................... 5,290 1,964
David H. Komansky............................................................... 2,390,042(3) 17,358
Robert P. Luciano............................................................... 9,000 2,794
David K. Newbigging............................................................. 6,019 3,402
E. Stanley O'Neal............................................................... 379,155(3) 7,816
Jeffrey M. Peek................................................................. 500,844(3)(4) 7,635
Aulana L. Peters................................................................ 2,533(4) 8,053
John J. Phelan, Jr. ............................................................ 9,000 1,964
John L. Steffens................................................................ 2,172,398(3) 8,540
William L. Weiss................................................................ 5,796(4) 1,615
All Merrill Lynch directors and executive officers as a group................... 10,709,170(3)(4) 96,804
</TABLE>
________________
(1) All nominees, directors, and executive officers have sole investment
power and sole voting power over all shares of Common Stock listed,
except as indicated in notes 3 and 4 below. No individual director,
director nominee, or executive officer beneficially owned in excess of 1%
of the outstanding Common Stock. The group consisting of all directors
and executive officers of Merrill Lynch beneficially owned approximately
2.7% of the outstanding Common Stock.
The beneficial ownership information shown in this table for the
following individuals and for the group consisting of all directors and
executive officers of Merrill Lynch includes the indicated number of
shares of Common Stock deliverable at the end of the restricted or
deferral period applicable to (i) Deferred Stock Units issued under the
Merrill Lynch Deferred Unit and Stock Unit Plan for Non-Employee
Directors; (ii) Stock Units under the Merrill Lynch Program for Deferral
of Stock Option Gains for a Select Group of Eligible Employees; or (iii)
Restricted Units issued in 1999 and 2000 under the Merrill Lynch
Long-Term Incentive Compensation Plan: Mr. Davis (25,656); Mr. Hammerman
(24,385); Mr. Komansky (340,841); Mr. O'Neal (26,186); Mr. Peek (25,833);
Mr. Steffens (259,895); Mrs. Conway (1,160); Mr. Harvey (448); Mr.
Luciano (1,160); Mr. Newbigging (1,519); Mrs. Peters (555); Mr. Phelan
(1,160); Mr. Weiss (224); and all directors and executive officers of
Merrill Lynch as a group (834,578). These shares are not included for the
purpose of calculating the percentages set forth in the first paragraph
of this note 1 as they cannot be acquired within 60 days of February 23,
2000.
Footnotes to Directors and Executive Officers Beneficial Ownership Table
(Continued)
(2) Consists of units linked to the value of the Common Stock but payable
only in cash at the end of the restricted or deferral period applicable
to (i) Restricted Units issued prior to 1999 under the Merrill Lynch
Long-Term Incentive Compensation Plan; (ii) Deferred Units issued under
the Merrill Lynch Deferred Unit and Stock Unit Plan for Non-Employee
Directors; (iii) Stock Units under the Merrill Lynch Fee Deferral Plan
for Non-Employee Directors; or (iv) Cash Units under the Merrill Lynch
Program for Deferral of Stock Option Gains for a Select Group of Eligible
Employees.
(3) The beneficial ownership information in the table shown for the following
individuals and for the group consisting of all directors and executive
officers of Merrill Lynch includes the indicated number of shares of
Common Stock that may be purchased upon the exercise (presently or within
60 days of February 23, 2000) of Stock Options granted under the Merrill
Lynch Long-Term Incentive Compensation Plan: Mr. Davis (367,540); Mr.
Hammerman (820,593); Mr. Komansky (1,642,892); Mr. O'Neal (269,817); Mr.
Peek (287,901); Mr. Steffens (928,851); and all directors and executive
officers of Merrill Lynch as a group (6,221,676).
(4) The beneficial ownership information shown for Mr. Hammerman includes
36,000 shares held in trusts as to which Mr. Hammerman has shared voting
and investment power, and 10,000 shares held by a charitable foundation
as to which Mr. Hammerman has shared voting and investment power. The
beneficial ownership information shown for Mr. Peek includes 12,540
shares held by a charitable foundation as to which Mr. Peek has shared
voting and investment power. The beneficial ownership information shown
for Mrs. Peters includes 1,578 shares held in a trust as to which she has
shared voting and investment power. The beneficial ownership information
shown for Mr. Weiss includes 2,800 shares held by a charitable foundation
as to which Mr. Weiss has shared voting and investment power. The
beneficial ownership information shown for the group consisting of all
directors and executive officers of Merrill Lynch reflects these shares
and also includes the following shares: 6,221 shares held by charitable
foundations as to which an executive officer has shared voting and
investment power; 5,128 shares held by a charitable trust as to which an
executive officer has shared voting and investment power; and 5,232
shares held in custodial accounts and trusts as to which an executive
officer has shared voting and investment power.
MERRILL LYNCH & CO. PROPOSAL
APPROVAL OF A NEW PERFORMANCE FORMULA FOR CERTAIN EXECUTIVE OFFICERS
The Board of Directors recommends that stockholders approve the following new
performance formula to govern compensation terms for certain executive
officers under Section 162(m) of the Internal Revenue Code of 1986 ("IRC").
The Management Development and Compensation Committee ("MDCC") of the Board of
Directors adopted the new formula, subject to stockholder approval, to apply
to annual bonuses and restricted share or unit awards under the Merrill Lynch
& Co., Inc. Long-Term Incentive Compensation Plan ("LTICP") for fiscal years
2000 and thereafter.
Approval of the formula is being recommended to preserve Merrill Lynch's
federal income tax deduction for compensation paid to its Chairman of the
Board (the "Chairman") and/or Chief Executive Officer ("CEO") and the next
highest paid executive officers (as such term is defined in Rule 3b-7 of the
rules and regulations promulgated under the Securities Exchange Act of 1934)
(collectively, the "covered officers"). Section 162(m) of the IRC could limit
Merrill Lynch's federal income tax deduction for compensation paid to the
covered officers to $1 million each, unless compensation in excess of this
amount is determined using performance measures approved by a committee of
outside directors and approved by stockholders. If stockholders of Merrill
Lynch approve this proposal, Merrill Lynch's current performance formula will
no longer be used for years after 1999.
The MDCC, a committee of outside directors, has formulated the performance
formula to govern amounts to be paid to executive officers with the titles
Executive Vice President, Vice Chairman, Chief Operating Officer, CEO and/or
Chairman. Under the proposed performance formula, each covered officer may be
entitled each year to a maximum award equal to 1% (one percent) of Merrill
Lynch's Pre-Tax Earnings (as defined below). As part of their annual bonus,
the covered officers may receive cash and/or restricted share or unit awards
under the LTICP.
In determining the bonus amounts, the MDCC may not pay a covered officer more
than the maximum amount indicated by the formula. The MDCC will, however, have
discretion to pay less than the maximum amount. Prior to awarding any annual
bonuses for the performance year 2000 and all future years covered by the
formula, the MDCC will evaluate the performance of Merrill Lynch and determine
the maximum amount under the formula, subject to its discretion to pay less
than the amount yielded by the formula.
Awards under the formula adopted by the MDCC will be based on Merrill Lynch's
future performance. No incentive compensation under these terms has yet been
earned by any covered officer, because the performance period has not yet been
completed. Accordingly, the amount of incentive compensation to be paid in the
future to Merrill Lynch current or future covered officers cannot be
determined at this time. Actual amounts will depend on Merrill Lynch's actual
performance and on whether the MDCC or the Board of Directors elects to reduce
such amounts. Had this proposal been in effect for the 1999 performance
period, the MDCC believes that the annual incentives would have been
essentially the same as the compensation reported in the Summary Compensation
Table for Merrill Lynch's current covered officers.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR the adoption of this proposal.
"Pre-Tax Earnings" shall mean Merrill Lynch's Pre-Tax Earnings as reported in
its consolidated financial statements adjusted to eliminate: (1) the
cumulative effect of changes in accounting policy (which include changes in
generally accepted accounting principles) adopted by Merrill Lynch, for the
relevant performance year; (2) expenses classified as "Provisions for
Restructuring"; (3) expenses related to "Goodwill Amortization"; (4) gains
and/or losses classified as "Discontinued Operations"; and (5) gains or losses
classified as "Extraordinary Items", which may include: (A) profits or losses
on disposal of assets or segments of the previously separate companies of a
business combination within two years of the date of such combination; (B)
gains on restructuring payables; (C) gains or losses on the extinguishment of
debt; (D) gains or losses from the expropriation of property; (E) gains or
losses that are the direct result of a major casualty; (F) losses resulting
from a newly enacted law or regulation; and (G) other expenses or losses that
are unusual in nature or infrequent in occurrence.
In each instance, the above-referenced adjustment to Pre-Tax Earnings must be
in accordance with generally accepted accounting principles and appear on the
face of Merrill Lynch's Statement of Consolidated Earnings contained in
Merrill Lynch's Consolidated Financial Statements for such performance year.
FIRST STOCKHOLDER PROPOSAL
Mrs. Evelyn Y. Davis, Watergate Office Building, 2600 Virginia Ave., N.W.,
Suite 215, Washington, D.C. 20037, holding 400 shares of Common Stock, has
given notice of her intention to propose the following resolution at the
Annual Meeting:
RESOLVED: "That the stockholders of Merrill Lynch, assembled in Annual
Meeting in person and by proxy, hereby request the Board of Directors to
take the necessary 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."
The following statement has been submitted by Mrs. Davis in support of the
resolution:
REASONS: "Many states have mandatory cumulative voting, so do National
Banks."
"In addition, many corporations have adopted cumulative voting."
"Last year the owners of 74,975,991 shares, representing approximately
32.1% of shares voting, voted FOR this proposal."
"If you AGREE, please mark your proxy FOR this resolution."
-------------------------------
For the reasons stated below, the Board of Directors recommends a vote AGAINST
the adoption of this Stockholder Proposal.
This proposal, which has been submitted by this proponent to Merrill Lynch's
Annual Meetings of Stockholders for the fifteenth time, has been consistently
opposed by the Board of Directors and has been defeated by stockholders by a
substantial majority of the votes cast on each occasion.
As previously discussed in past statements in opposition, the Board of
Directors opposes this proposal because it believes that it is contrary to the
best interests of all of the stockholders. Under the General Corporation Law
of Delaware, Merrill Lynch's state of incorporation, the general rule is that
each director must be elected by a plurality of the votes of the shares
present in person or represented by proxy. Cumulative voting is permissible
only if specifically provided for in a corporation's certificate of
incorporation. Many public companies, including a substantial majority of the
thirty companies included in the Dow Jones Industrial Average, do not provide
for cumulative voting.
The Board of Directors believes that the current method of voting at
stockholders' meetings, which is based on plurality of the votes cast, better
serves the interests of the stockholders of Merrill Lynch as a whole. The
election of directors by plurality vote is consistent with the view that a
board of directors is accountable to stockholders generally.
In contrast, cumulative voting may enhance the ability of those seeking to
support a special interest group to elect one or more directors representing
the interests of that group. Any directors so elected may view themselves as
representatives of the special interest group that elected them and under an
obligation to represent that group's interests, regardless of whether the
furtherance of those interests would benefit all stockholders generally. This
could tend to promote adherence to more narrow interests rather than those of
stockholders at large.
In addition, the use of cumulative voting and the resulting election of
directors who represent particular groups of stockholders may create a risk of
promoting factionalism among members of the Board of Directors and may,
therefore, undermine their ability to work together effectively. In its
Statement on Corporate Governance, The Business Roundtable reports that the
adoption of cumulative voting is generally not recommended for large
publicly-owned corporations because of the concerns of promoting special
interests and the potential for factionalism. It is for these reasons that the
Board of Directors regards the proposed change in voting method as being
contrary to the best interests of Merrill Lynch stockholders.
SECOND STOCKHOLDER PROPOSAL
Domini Social Investments, 11 West 25th Street, 7th Floor, New York, New York
10010-2001, holding 88,800 shares of Common Stock, has given notice of its
intention to propose the following resolution at the Annual Meeting:
WHEREAS: In May 1999, Merrill Lynch underwrote bonds for the China
Development Bank, whose second largest unfunded loan commitment,
according to the bond prospectuses, was to the Three Gorges Development
Corporation;
Despite being imprisoned for ten months for speaking out against the
project, the Chinese journalist and author Dia Qing has compiled and
published numerous essays and field reports from Chinese scientists and
intellectuals that outline the irreversible economic and environmental
impacts, technical problems, loss of cultural antiquities, and potential
catastrophic failure of the Three Gorges Dam;
In February 1995, Human Rights Watch reported how the Chinese government
has planned to suppress dissent and forcibly relocate nearly two million
people to make way for the Three Gorges Dam;
In a memo dated September 1995, the US National Security Council advised
the US Export-Import Bank not to finance contracts connected to the Three
Gorges Dam because of environmental problems and human rights abuses
connected to the project, and because it was "concerned about the
project's financial strength."
In March 1998, Chinese sociologist Wu Ming revealed significant
corruption and falsification of resettlement figures as well as a lack of
sufficient farmland, money or employment for the nearly two million
people that must be moved to make way for the Three Gorges Dam, thus
indicating that the Chinese government may well require military force to
relocate the people;
Amid tremendous economic and political upheaval in Asia, Standard &
Poor's Rating Services, in July 1998, warned of a possible downgrade in
China's credit worthiness if economic conditions worsen and social
tensions increase;
Even through indirect involvement in the Three Gorges Dam, Merrill Lynch
risks exposing itself to negative publicity and possible boycott of its
consumer businesses;
BankAmerica has pledged not to commit any direct lending to the Three
Gorges Project and not to finance an entity whose primary business is
construction of the Three Gorges project;
Over 100 financial institutions, including Salomon Smith Barney, have
endorsed the United Nations Environmental Program (UNEP) Statement by
Banks on the Environment, which states that "we recognize that
identifying and quantifying environmental risks should be part of the
normal process of risk assessment and management, both in domestic and
international operations."
BE IT RESOLVED: the shareholders request the Board to issue a report to
shareholders by October 2000, reviewing the underwriting criteria of
Merrill Lynch with the view to incorporating and fully disclosing
criteria related to a transaction's impact on the environment, human
rights and risk to the company's reputation.
----------------------
For the reasons stated below, the Board of Directors recommends a vote AGAINST
the adoption of this Stockholder Proposal.
This proposal would require the Board of Directors to issue a report reviewing
the criteria Merrill Lynch uses to evaluate its investment banking
transactions. The proposal appears to propose that Merrill Lynch adopt
criteria for evaluating underwritings that would, in addition to traditional
business concerns, take into consideration the environment, human rights and
risk to the corporation's reputation.
The Board of Directors opposes the proposal because it believes that the
report being sought would serve no useful purpose as Merrill Lynch already has
policies and procedures in place that address the social policy and
environmental concerns raised by the proposal.
Merrill Lynch operates its business consistent with its five basic principles:
Client Focus, Respect for the Individual, Teamwork, Responsible Citizenship,
and Integrity. All business, including underwriting, is conducted under these
guiding principles. Additionally, Merrill Lynch's investment banking group is
divided into units that focus on specific industry sectors. Rigorous due
diligence and capital commitment procedures are employed by each of these
units.
The standards and considerations that contribute to Merrill Lynch's decision
to accept or decline any prospective underwriting engagement are numerous and
complex. The process of evaluating a potential underwriting includes
consideration of the following factors: the management of the issuer, the
financial condition, business prospects and market position of the issuer, its
legal status and compliance with laws and regulations, and general market
conditions. Merrill Lynch also assesses each transaction's possible effect on
its reputation (which would include environmental and human rights issues
where appropriate), and the extent to which an underwriting will create value
for the issuer, investors, Merrill Lynch, and its stockholders.
It is evident from the proposal that the proponents primary concern is the
Three Gorges Dam project in China, even though Merrill Lynch has not been
involved in financing this project. Yet, the report being sought does not
require any action with respect to that project. Providing a report that
reviews underwriting criteria does not address the proponent's concerns and
might have a negative effect on Merrill Lynch's competitive position in its
industry by disclosing proprietary information. In sum, this proposal would
impose an exercise that would afford no additional benefit to clients or
shareholders of Merrill Lynch.
MANAGEMENT DEVELOPMENT AND COMPENSATION COMMITTEE
REPORT ON EXECUTIVE COMPENSATION
Executive Compensation Overview
Merrill Lynch's sustained success in an industry characterized by intense
competition and rapid change is a reflection of the quality of its leaders.
Merrill Lynch's executive compensation program is designed to promote and
reward the leadership that enhances the corporation's world-class status and
reputation. The program encourages creation of shareholder value by balancing
annual compensation tied to fiscal year financial results with compensation
opportunities contingent on long-term share price appreciation.
Policies and Process
General
The Management Development and Compensation Committee (the "MDCC") is
responsible for oversight of all executive officer compensation programs and
plans, including the determination and approval of base salaries, cash
bonuses, and stock bonuses. The MDCC consists of four directors who have never
been employees of Merrill Lynch and who are not eligible to participate in any
of the MDCC-administered compensation programs or plans.
Each year, the MDCC reviews Merrill Lynch's executive compensation programs to
ensure that they are aligned with Merrill Lynch's long-term strategic and
financial plans as well as annual financial goals, and other shorter term
objectives. As part of this review, the MDCC assesses the impact of changes in
laws and regulations on the compensation programs for executive officers. The
MDCC has access to advice and counsel from independent third parties. The MDCC
also reviews executive management compensation with the other non-employee
members of the Board of Directors.
Total Compensation
The elements of total compensation for Merrill Lynch executives are base
salary, cash bonus and stock bonus. The MDCC has balanced the components of
executive pay to provide Merrill Lynch's top executives with a powerful
incentive to maximize the long-term shareholder value of Merrill Lynch.
Base Salaries
Executive officer base salaries are reviewed periodically based on factors
determined by the MDCC at the time of review. The relationship of salaries to
total incentive compensation is intended to maximize the motivational value of
the incentive compensation elements of the program.
Incentive Compensation
Merrill Lynch's incentive awards to executive officers have been determined
based on a shareholder-approved performance goal formula that complies with
Internal Revenue Service regulations regarding the tax deductibility of
executive officer compensation in excess of $1 million. This formula is used
to determine the maximum annual cash bonus and maximum stock bonus of the
Chief Executive Officer (the "CEO") by increasing or decreasing the prior
year's cash and restricted unit formula amounts by the average year-over-year
percentage change in Merrill Lynch's Net Income and Return on Equity ("ROE"),
as defined. The cash bonus and restricted unit formula amounts for all other
current executive officers are established at 70% of the CEO's formula bonus
amounts to reflect the relative responsibility and accountability of these
individuals in relation to that of the CEO.
The MDCC retains the discretion to determine actual awards that are less than
the formula amounts for each executive based on an assessment of the factors
influencing the formula and each executive's performance. Performance factors
taken into consideration include: strategic planning, quality of client
service, market share, corporate reputation, financial results, fixed expense
control, capital allocation, profit margins, compliance and risk control,
management development, workforce diversity, technology, and innovation. The
MDCC also considers the extent to which individuals exemplify and foster
Merrill Lynch's principles of Client Focus, Respect for the Individual,
Teamwork, Responsible Citizenship, and Integrity. These factors are considered
collectively by the MDCC and are not weighted in any particular order of
importance.
Cash Bonus - The cash bonus program provides a strong incentive for executive
officers to improve the financial performance of Merrill Lynch by directly
linking annual cash bonus awards to Net Income and ROE. For the 1999
performance year, the MDCC determined cash bonuses for each executive officer
using the performance goal formula.
Stock Bonus - The stock bonus program is a significant component of the total
compensation awarded each year to members of executive management. Although
the stock bonus award is based on the financial results of Merrill Lynch for
the performance year, the ultimate value of the stock bonus is dependent on
future stock price performance. As such, the stock bonus, consisting of
restricted units and stock options, aligns executive and shareholder financial
interests and encourages a balance between annual goals and long-term
strategic planning. For the 1999 performance year, the MDCC determined
restricted units for each executive using the performance goal formula. The
Committee has awarded stock options representing approximately 25% of total
compensation.
Executive officers are also eligible to participate in broad-based plans
offered generally to Merrill Lynch employees, including retirement,
investment, health, and other employee benefit plans.
Approval Process
Consistent with the executive compensation policies discussed above, the MDCC
assesses the performance of the CEO and all other executive officers and
recommends the annual cash bonus and stock bonus amounts for each individual
to the Board of Directors for approval.
Compensation of the Chief Executive Officer for 1999 Performance
In June 1999, the MDCC reviewed CEO compensation at Merrill Lynch in relation
to that of CEOs at other leading financial service companies. Based on this
review and an assessment at year-end of Merrill Lynch's performance, the MDCC
recommended and the Board of Directors approved the CEO's total compensation
for the 1999 performance year as $25,800,000.
For the 1999 performance year, the cash bonus and restricted unit award for
the CEO were determined in accordance with the existing shareholder-approved
performance goal formula. As defined, Merrill Lynch's Net Income was $2,737
million and ROE was 23.8% for 1999. The Net Income and ROE results were 65%
and 33% higher than 1998 results, respectively. The resulting average
percentage increase in 1999 Net Income and ROE is 49%. Applying this 49%
increase to the CEO's 1998 formula cash bonus results in a 1999 formula cash
bonus of $8,234,000, which is the amount the MDCC determined to be the actual
award.
Applying the same 49% increase to the CEO's 1998 formula restricted unit award
results in a 1999 formula restricted unit award of $1,926,000, which is the
amount the MDCC determined to be the actual award. The actual number of
restricted units granted was calculated by dividing the dollar value to be
paid in restricted units by the average fair market value ($78.62) of a share
of Common Stock over the twenty business days preceding January 14, 2000, the
date the MDCC met to review executive stock awards. The MDCC also determined
to award 25% of total compensation, or $6,450,000, in stock options. The
number of stock options granted for 1999 performance was calculated by
dividing the dollar value to be paid in stock options by the same price of
Common Stock used to determine the restricted unit grant, and multiplying the
result by four. The multiple of four options to one share equivalent is used
because the Black-Scholes value of a Merrill Lynch stock option (taking into
account the non-marketability of employee stock options) has, over time,
averaged approximately 25% of the value of a share of Common Stock.
Additionally, the MDCC approved the purchase of a split dollar life insurance
policy for the CEO. The economic value of the insurance arrangement is
$8,490,000. The MDCC approved this benefit as part of a competitive package of
compensation and benefits and considered its economic value to be an
additional component of total compensation.
Summary
The CEO's compensation for performance in 1999, based on the methodology
described above and valued when it was approved by the Board of Directors in
January 2000, consisted of:
<TABLE>
<CAPTION>
Economic
Restricted Value of
Salary Cash Bonus Units Stock Options Insurance Total
- ------ ---------- ---------- ------------- --------- -----
<S> <C> <C> <C> <C> <C>
$700,000 $8,234,000 $1,926,000 $6,450,000 $8,490,000 $25,800,000
</TABLE>
Management Development and Compensation Committee
ROBERT P. LUCIANO, CHAIRMAN
JILL K. CONWAY
GEORGE B. HARVEY
WILLIAM L. WEISS
---------------------------------
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The members of the MDCC are named above. None of these individuals has ever
been an officer or employee of Merrill Lynch or any of its subsidiaries and no
"compensation committee interlocks" existed during the 1999 fiscal year.
COMPENSATION TABLES AND OTHER INFORMATION
The following tables set forth information with respect to the Chief Executive
Officer and the four other most highly compensated executive officers of
Merrill Lynch.
Summary Compensation Table
<TABLE>
<CAPTION>
Long-TermCompensation
Annual Compensation Awards(1)(2)
Restricted
Stock/Unit Securities All Other
Awards Underlying Compen-
Name and Principal Position Year Salary Bonus(1) (3)(4) Options sation(5)
- --------------------------- ------ ---------- -------- ------ ------------ -------------
<S> <C> <C> <C> <C> <C> <C>
David H. Komansky ................ 1999 $700,000 $8,234,000 $2,100,704 328,160 $8,516,097
Chairman of the Board and 1998 700,000 4,535,321 1,104,554 204,580 19,100
Chief Executive Officer 1997 642,424 7,086,439 1,524,325 96,395 34,521
Thomas W. Davis .................. 1999 $300,000 $5,765,000 $1,470,270 190,790 $3,854,993
Executive Vice President 1998 300,000 2,645,000 627,613 102,120 14,300
1997 268,333 4,300,000 988,724 62,525 22,513
E. Stanley O'Neal ................ 1999 $300,000 $5,765,000 $1,470,270 386,010 $6,400
Executive Vice President 1998 300,000 2,830,000 666,700 108,475 6,400
and Chief Financial Officer 1997 268,333 4,300,000 988,724 62,525 12,008
John L. Steffens ................. 1999 $400,000 $5,765,000 $1,470,270 165,350 $2,259,512
Vice Chairman 1998 400,000 3,385,000 807,341 131,355 20,700
1997 400,000 4,750,000 988,724 62,525 37,523
Jeffrey M. Peek .................. 1999 $300,000 $5,765,000 $1,470,270 158,995 $1,975,850
Executive Vice President 1998 210,000 2,800,000 640,666 104,235 11,100
1997 210,000 3,840,000 965,828 40,715 18,012
</TABLE>
_______________
(1) Awards were made in January or February of the succeeding fiscal year for
performance in the year indicated.
(2) Awards for performance years 1999 and 1998 consisted of restricted units,
payable at the end of five years. For 1997, awards were divided equally
between restricted shares and restricted units. All awards have been
valued for this table using closing prices of Common Stock on the
Consolidated Transaction Reporting System on the grant dates of such
awards. The closing price on the last trading day prior to February 1,
2000, the effective date of the grants for performance in 1999, was
$85.75. All restricted shares and restricted units vest three years
following grant and all restricted shares and those restricted units
granted for 1999 and 1998 are non-transferable for an additional two
years after vesting. Restricted units granted for 1997 are payable at the
end of a three-year vesting period. Restricted shares are shares of
Common Stock with all the rights of Common Stock except that they may not
be sold or transferred for five years after they are granted. Restricted
units are similar to restricted shares but do not have voting rights.
(3) During the applicable vesting and/or restricted periods, dividends are
paid on restricted shares and dividend equivalents are paid on restricted
units.
Footnotes to Summary Compensation
Table (Continued)
(4) The number and value of restricted shares and restricted units held by
executive officers named in the table as of December 31, 1999 are as
follows: Mr. Komansky (60,648 shares and 41,889 units--$8,542,614); Mr.
Davis (56,424 shares and 28,056 units--$7,038,240); Mr. O'Neal (49,350
shares and 28,072 units--$6,450,220); Mr. Steffens (48,284 shares and
29,759 units--$6,501,957); and Mr. Peek (40,413 shares and 23,654
units--$5,337,582). These amounts do not include restricted shares and
restricted units awarded in 2000 for performance in fiscal year 1999.
(5) Amounts shown for 1999 consist of the following: (i) contributions made
in 1999 by Merrill Lynch to accounts of employees under the Merrill Lynch
401(k) Savings & Investment Plan (including, where applicable, cash
payments made because of limitations imposed by the Internal Revenue
Code)--Mr. Komansky ($1,500); Mr. Davis ($1,500); Mr. Steffens ($1,500);
and Mr. Peek ($1,500); (ii) allocations made in 1999 by Merrill Lynch to
accounts of employees under the defined contribution retirement
program--Mr. Komansky ($19,200); Mr. Davis ($12,800); Mr. O'Neal
($6,400); Mr. Steffens ($19,200); and Mr. Peek ($11,200); (iii) the
dollar value of the premiums paid by Merrill Lynch with respect to the
term portion of split dollar life insurance policies purchased on the
lives of the named executives and their spouses-Mr. Komansky ($5,397);
Mr. Davis ($3,693); Mr. Steffens ($1,812); and Mr. Peek ($1,150); and
(iv) the actuarial equivalent of the benefit to each named executive of
the aggregate premiums paid on the split dollar life insurance policies
by Merrill Lynch over the life of the policy based on the corporation's
assumptions regarding the interest rates, life expectancy, and the dates
on which Merrill Lynch is expected to recover the amount of the aggregate
premiums paid by it--Mr. Komansky ($8,490,000); Mr. Davis ($3,837,000);
Mr. Steffens ($2,237,000); and Mr. Peek ($1,962,000).
Stock Option Grants Made in Last Fiscal Year (1)
<TABLE>
<CAPTION>
Number of % of Total
Securities Options
Underlying Granted to Exercise Grant Date
Options Employees in Price Expiration Present
Name Granted Fiscal Year Per Share Date(2) Value(3)
- ---- ----------- --------------- ------------- ------------- -----------
<S> <C> <C> <C> <C> <C> <C>
David H. Komansky............. 328,160 1.7% $87.5625 1/27/2010 $9,804,515
Thomas W. Davis............... 190,790 1.0 87.5625 1/27/2010 5,700,279
E. Stanley O'Neal............. 386,010 2.0 87.5625 1/27/2010 11,532,913
John L. Steffens.............. 165,350 0.9 87.5625 1/27/2010 4,940,202
Jeffrey M. Peek............... 158,995 0.8 87.5625 1/27/2010 4,750,332
</TABLE>
_______________
(1) This table includes awards made in January 2000 for performance in 1999.
Awards made in January 1999 for performance in 1998 are excluded.
(2) All stock options become exercisable as follows: 20% after one year, 40%
after two years, 60% after three years, 80% after four years, and 100%
after five years.
(3) Stock options are valued using a modified Black-Scholes option pricing
model. The exercise price of each stock option ($87.5625) is equal to the
average of the high and low prices on the Consolidated Transaction
Reporting System of a share of Common Stock on January 27, 2000, the date
of grant. The assumptions used for the variables in the model were:
37.39% volatility (which is the volatility of the Common Stock for the 84
months preceding grant); a 6.75% risk-free rate of return (which is the
yield as of the date of grant on a U.S. Treasury Strip (zero-coupon bond)
maturing in February 2007, as quoted in The Wall Street Journal); a 1.23%
dividend yield (which was the dividend yield on the date of grant); and a
seven-year option term (which is the expected term until exercise). A
discount of 25% was applied to the option value yielded by the model to
reflect the non-marketability of employee stock options. The actual gain
that executives will realize on their stock options will depend on the
future price of the Common Stock and cannot be accurately forecast by
application of an option pricing model.
Aggregated Stock Option Exercises Made in Last Fiscal Year
and Fiscal Year-End Option Values
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money Options
Options at Fiscal at Fiscal Year-End(1)
Year-End
Shares
Acquired on Value
Name Exercise Realized (2) Exercisable Unexercisable Exercisable Unexercisable
<S> <C> <C> <C> <C> <C> <C>
David H. Komansky ....... 0 0 1,371,825 727,218 $84,855,237 $27,901,042
Thomas W. Davis.......... 0 0 307,407 219,058 18,697,250 5,436,061
E. Stanley O'Neal ....... 6,120 $506,246 209,621 222,451 12,276,487 5,361,609
John L. Steffens(3) ..... 360,000 22,163,742 852,211 274,697 56,140,449 7,033,139
Jeffrey M. Peek ......... 55,000 4,259,531 253,931 198,495 16,411,937 4,825,587
</TABLE>
______________
(1) This valuation represents the difference between $83.3125, the closing
price on December 31, 1999 on the Consolidated Transaction Reporting
System of a share of Common Stock, and the exercise prices of these stock
options.
(2) This valuation represents the difference between the average of the high
and low prices on the Consolidated Transaction Reporting System on the
date of exercise of a share of Common Stock, and the exercise prices of
the stock options exercised.
(3) Mr. Steffens elected to defer the gain received upon the exercise of
certain stock options (net of shares withheld to pay exercise price and
ancillary taxes including Medicare tax) pursuant to the Merrill Lynch
Program for Deferral of Stock Option Gains for a Select Group of Eligible
Employees and continues to hold 231,802 stock units.
Pension Plan Annuity
In 1988, the Merrill Lynch defined benefit pension plan (the "Pension Plan")
was terminated, and a group annuity contract to pay the Pension Plan benefits
to the vested participants was purchased from Metropolitan Life Insurance
Company with a portion of the terminated Pension Plan trust assets. This
annuity is payable at normal retirement (generally age 65) or at an early
retirement age in a reduced amount. Merrill Lynch participates in the
actuarial experience and investment performance of these annuity assets under
an agreement with Metropolitan Life Insurance Company.
Under the arrangement described above, the executive officers named in the
Summary Compensation Table will be eligible to receive an annuity upon
retirement. Those retiring at age 65 with at least 10 years of Pension Plan
participation will receive up to the annual statutory maximum applicable to
the year in which the annuity payments are made, which, during 1999, is
$121,334 (for those born between 1938 and 1954). These limits are adjusted
periodically by the Internal Revenue Service for increases in the cost of
living. The compounded annual growth rate of these cost of living increases
has been 3.2% since 1988, the year indexing began. Effective for 1995 and
later years, however, the cost of living adjustment calculation is subject to
rounding rules. The annuity payments, if payable as straight life annuities,
will not exceed the following annual amounts for the following executive
officers: Mr. Komansky ($103,655); Mr. Steffens ($227,963); Mr. O'Neal
($5,679); and Mr. Peek ($54,825). These amounts reflect an offset for
estimated social security benefits in accordance with the provisions of the
terminated Pension Plan.
Supplemental Annuity Agreement
Merrill Lynch has entered into an annuity agreement with Mr. Komansky,
effective January 27, 1997, to provide for supplemental defined benefit
annuity payments to him and his surviving spouse. The annuity is payable if
Mr. Komansky retires at the age of 60 or thereafter or dies while employed by
Merrill Lynch. The annual amount of his annuity will be equal to $1,620,000 if
payable as a straight life annuity or a 10-year certain and life annuity, or
$1,370,000 if payable as a 50% or 100% joint and survivor life annuity (in
each case subject to a semi-annual adjustment for inflation until commencement
of payment) reduced by the dollar amount of Mr. Komansky's Pension Plan
annuity described above and the combined annuity value at retirement of his
account balances attributable to Merrill Lynch contributions to the Merrill
Lynch 401(k) Savings & Investment Plan and the Retirement Accumulation Plan,
and to the allocations under the ESOP, and as further reduced by 50% of the
annual social security retirement benefit amount he would receive upon
retirement at age 65 (computed as of his actual retirement date if earlier
than age 65). The payment will be made monthly in the form of a life annuity
or, subject to reductions, a 10-year certain and life annuity, or a 50% or
100% joint and survivor life annuity.
Severance Agreements
Merrill Lynch has severance agreements with certain members of executive and
senior management. These agreements provide for payments and other benefits if
there is a Change in Control (as defined below) of Merrill Lynch, and the
employee's employment is subsequently terminated by Merrill Lynch or its
successor without "Cause" or by the employee for "Good Reason", including a
detrimental change in responsibilities or a reduction in salary or benefits.
The term of each agreement does not exceed three years, which term is
automatically extended each year for an additional year until notice to the
contrary is given to the employee. Under each agreement, the employee will
receive a lump sum payment equal to the lesser of 2.99 times the employee's
average annual W-2 compensation for the five years immediately preceding the
year of the termination of employment or 2.99 times the employee's average
annual salary, bonus, and the grant value of stock-based compensation for the
five years immediately preceding the year of the termination of employment.
The employee shall also receive: (i) a lump sum payment approximating the
value of life, disability, accident, and medical insurance benefits for 24
months after termination of employment, and an amount sufficient to cover any
income taxes payable thereon; (ii) a lump sum payment equal to the
retirement contribution, and an amount sufficient to cover any income taxes
payable thereon, that the employee would have been eligible to receive from
Merrill Lynch under the terms of the Merrill Lynch retirement program (which
consists of the Retirement Accumulation Plan and the ESOP, and any applicable
Merrill Lynch contributions to the Merrill Lynch 401(k) Savings & Investment
Plan, or any successor program or plan that may be in effect at the time of
the Change in Control), such amount to be determined as if the employee were
fully vested thereunder and had continued after the date of termination to be
employed for an additional 24 months at the employee's highest annual rate of
compensation during the 12 months immediately preceding the date of
termination for purposes of determining the basic contributions and any
applicable supplemental contributions; and (iii) any legal fees and expenses
incurred as a result of the employee's termination of employment.
Under the terms of the agreements, a "Change in Control" of Merrill Lynch
means: (i) any change in control of a nature required to be reported under the
SEC's proxy rules; (ii) the acquisition by any person of the beneficial
ownership of securities representing 30% or more of the combined voting power
of Merrill Lynch's then outstanding voting securities; (iii) a change in the
composition of the Board of Directors such that, within a period of two
consecutive years, individuals who at the beginning of such two-year period
constituted the Board of Directors and any new directors elected or nominated
by at least 3/4 of the directors who were either directors at the beginning of
the two-year period or were so elected or nominated, cease for any reason to
constitute at least a majority of the Board of Directors; or (iv) the
liquidation of all or substantially all of the assets of Merrill Lynch. In
addition, if Merrill Lynch enters into an agreement, the consummation of which
would result in a Change in Control, then a Change in Control shall be deemed
to have occurred with respect to any participant's termination without "Cause"
or for "Good Reason" occurring after the execution of such agreement and, if
such agreement expires or is terminated prior to consummation of the Change in
Control, before such expiration or termination.
Subject to certain limitations contained in the severance agreements, any
payments thereunder would be in addition to amounts payable under certain
stock-based plans, including the Merrill Lynch Long-Term Incentive
Compensation Plan, which, in the event of a Change in Control (as defined in
that plan), provide for early vesting and payment if an employee is terminated
without Cause or leaves for Good Reason.
COMPENSATION OF DIRECTORS
Those Merrill Lynch directors who are not full-time employees of Merrill Lynch
or an affiliated corporation receive monthly cash payments at a rate of
$55,000 per year in base compensation and receive transportation to meetings
or reimbursement of reasonable travel expenses incurred to attend the
meetings. In addition, non-employee directors receive $15,000 for chairing the
Audit and Finance Committee and the MDCC. The directors chairing the
Nominating Committee and the Public Policy and Responsibility Committee
receive $10,000 per year for providing this service. The other members of
these committees receive no additional compensation. Members of the Litigation
Committee receive $40,000 for service on this Committee.
Under the Merrill Lynch Fee Deferral Plan for Non-Employee Directors,
non-employee directors may defer all or a portion of their base compensation
and committee chair fees until a specified later date or until after
retirement. At the option of the participant, deferred fees (i) may be
credited with a return based on the performance of selected mutual funds (or a
return based on the performance of certain Merrill Lynch-sponsored employee
partnerships), or (ii) may be represented by Common Stock equivalents that are
credited with dividend equivalents equal to dividends declared on the Common
Stock. All distributions under the Fee Deferral Plan are payable in cash.
Under the Merrill Lynch Deferred Unit and Stock Unit Plan for Non-Employee
Directors (the "Unit Plan") non-employee directors receive grants of Deferred
Units (representing Merrill Lynch's obligation to pay an amount in cash equal
to the value of one share of Common Stock at the end of the deferral period)
and Deferred Stock Units (representing Merrill Lynch's obligation to deliver
one share of Common Stock at the end of the deferral period). Under the Unit
Plan, each non-employee director receives an initial grant of Deferred Units
and Deferred Stock Units upon commencement of Board service and additional
grants of Deferred Units and Deferred Stock Units at the beginning of the
month following the fifth Annual Meeting subsequent to the most recent grant
of Deferred Units or Deferred Stock Units, as applicable. The Unit Plan
replaced the Merrill Lynch Non-Employee Directors' Equity Plan (the "Equity
Plan"), described below. Directors in service at the inception of the Unit
Plan received their initial Deferred Unit grants in August 1996 and receive
their initial Deferred Stock Unit grants at the beginning of the month
following the date on which their most recent grants of restricted stock under
the Equity Plan became fully vested. The grant value of such grants of
Deferred Units or Deferred Stock Units is $50,000, except that grants to
directors scheduled to retire prior to the fifth Annual Meeting subsequent to
grant are reduced proportionately. In addition, commencing April 1998, each
director became eligible for an annual $10,000 grant of Deferred Units under
the Unit Plan. Deferred Units and Deferred Stock Units are payable in cash and
Common Stock, respectively, at the end of a five-year deferral period or upon
earlier cessation of service, provided that payments are prorated if Board
service ends prior to scheduled retirement for any reason other than death.
Participants in the Unit Plan have the option to defer payment of Deferred
Units and Deferred Stock Units, and, in the case of Deferred Units, may choose
to index their return after the initial five-year deferral period to the
performance of selected mutual funds. Deferred Units and Deferred Stock Units
are non-transferable and carry no voting rights, but they receive dividend
equivalents that are credited in the form of additional Deferred Units or
Deferred Stock Units, as applicable.
Under the the Equity Plan, each non-employee director who commenced service
prior to October 1996 received an initial grant of restricted stock upon
commencement of Board service or, in the case of directors in service at the
inception of the Equity Plan, on November 4, 1992. The number of shares of
restricted stock granted was based on a grant value of $50,000, provided that
grants to directors scheduled to retire prior to the fifth Annual Meeting
subsequent to grant were reduced proportionately. Restricted stock granted
under the Equity Plan vested and became transferable in equal annual
installments on the date of each of the five Annual Meetings subsequent to
grant (or, in the case of a director scheduled to retire earlier, such lesser
number of Annual Meetings remaining until retirement). Unvested shares can not
be transferred, assigned, pledged, or otherwise encumbered, and are forfeited
if Board service ends prior to scheduled retirement for any reason other than
death. In all other respects, holders of restricted stock under the Equity
Plan have the same rights as holders of Common Stock, including the right to
vote and receive dividends. The Equity Plan was terminated in October 1996 and
no further grants will be made thereunder.
Each non-employee director who has served for five years (or has reached age
65 with at least one year of service), and who thereafter ceases to serve for
any reason other than removal for cause, is eligible to receive a pension
benefit. The beneficiary(ies) or estate of each non-employee director is
entitled to receive a death benefit in the event of such director's death
during his or her term. Both such benefits are based upon the annual base
compensation at the time of the director's cessation of service or death
(currently $55,000) plus the annual grant value of stock-based compensation
for non-employee directors at the time of the director's cessation of service
or death (currently $30,000), and the director's age and length of service.
Although the amount and method of payment of each such benefit cannot be
determined until the time of entitlement, it will not, on an annualized basis,
exceed an amount equal to the sum of the annual base compensation for
non-employee directors at the time of the director's cessation of service or
death plus the annual grant value of stock-based compensation for non-employee
directors at the time of the director's cessation of service or death.
Merrill Lynch offers comprehensive medical insurance benefits to non-employee
directors and eligible family members, which are comparable to those offered
to Merrill Lynch employees generally except that these benefits are provided
on a non-contributory basis and with differences in deductible, coinsurance,
and lifetime benefits. Merrill Lynch also offers life and business travel
insurance benefits to non-employee directors. In 1999, the value of health
insurance coverage provided by Merrill Lynch for the following directors was
as follows: Mrs. Conway ($1,905); Mr. Hoover ($1,776); and Mr. Phelan
($3,132). In 1999, the value of life insurance coverage provided by Merrill
Lynch for Mrs. Peters was $124.
CERTAIN TRANSACTIONS
Since the beginning of the 1999 fiscal year, certain directors and executive
officers of Merrill Lynch and associates of such persons were, from time to
time, indebted to Merrill Lynch as customers in connection with margin account
loans, mortgage loans, revolving lines of credit, and other extensions of
credit by Merrill Lynch's subsidiaries. These transactions were in the
ordinary course of business and they were substantially on the same terms
(including as to interest rates and collateral provisions) as those prevailing
at the time for comparable transactions with other persons, except that for
some credit products, the interest rates charged were the same as the lowest
of the interest rates charged to other persons or were the same as those
charged to Merrill Lynch employees. In addition, these transactions did not
involve more than the normal risk of collectibility and did not present other
unfavorable features. Directors, officers, and employees of Merrill Lynch are
entitled to receive certain discounts or waivers of fees or commissions for
products and services offered by subsidiaries of Merrill Lynch.
From time to time since the beginning of the 1999 fiscal year, Merrill Lynch
and certain of its subsidiaries have engaged in transactions in the ordinary
course of business with State Street and certain of its affiliates who are the
beneficial owner of more than 5% of the outstanding shares of Common Stock.
Such transactions were on substantially the same terms as those prevailing at
the time for comparable transactions with other persons.
Since the beginning of the 1999 fiscal year, Merrill Lynch, through certain of
its subsidiaries, has from time to time performed, in the ordinary course of
its business, investment banking, financial advisory, and other services for
certain corporations with which certain of its directors are affiliated.
From time to time since the beginning of the 1999 fiscal year, legal services
were performed by the law firm of Gibson, Dunn & Crutcher LLP for business
activities of, and litigation matters on behalf of, Merrill Lynch and its
affiliates and for mutual funds advised by affiliates of Merrill Lynch. Aulana
L. Peters, a director, is a partner of this law firm.
In stockholder derivative actions, commenced October 11, 1991 and now
consolidated, purportedly brought on behalf of Merrill Lynch in the Supreme
Court of the State of New York, New York County, all current directors who
were also directors at the time of the transactions described in this
paragraph have been named as defendants. The plaintiffs allege, among other
things, breach of fiduciary duties in connection with a series of year-end
securities transactions between subsidiaries of Merrill Lynch and Guarantee
Security Life Insurance Company during the period from 1984 to 1988. On
January 5, 1999, the Supreme Court of the State of New York, Appellate
Division, reversed a lower court dismissal of this action. Damages in an
unspecified amount are sought on behalf of Merrill Lynch.
PERFORMANCE GRAPH
The following performance graph compares the performance of the Common Stock
for Merrill Lynch's last five fiscal years to that of the S&P 500 Index, the
S&P Financial Index, and an index based on the common stock of the following
eight companies (the "Peer Group"): A.G. Edwards Incorporated, The Bear
Stearns Companies Inc., The Charles Schwab Corporation, Citigroup Inc., Morgan
Stanley Dean Witter & Co., J.P. Morgan & Co. Incorporated, Lehman Brothers
Holdings Inc., and Paine Webber Group Inc. The graph assumes that the value of
the investment in Common Stock and each of the three named indexes was $100 at
December 30, 1994 and that all dividends were reinvested. Points on the graph
represent the performance as of the last Friday in December of the specified
year, the day of Merrill Lynch's fiscal year-end. Stock price performances
shown on the graph are not necessarily indicative of future price
performances.
[PERFORMANCE GRAPH APPEARS HERE]
1994 1995 1996 1997 1998 1999
---- ---- ---- ---- ---- ----
Merrilll Lynch 100 146 245 399 429 504
S&P 500 Index 100 137 172 213 275 331
S&P Financial Index 100 153 214 284 327 339
Peer Group(1) 100 163 235 361 444 690
(1) In 1999, Bankers Trust New York Corporation, which was part of the Peer
Group, was acquired by Deutsche Bank A.G. and, as a result, is no longer
a U.S. publicly traded entity.
OTHER MATTERS
The Board of Directors knows of no business that will be presented for
consideration at the Annual Meeting other than those items stated in the
Notice of Annual Meeting of Stockholders. Should any other matters properly
come before the Annual Meeting or any adjournment thereof, shares represented
by the enclosed form of proxy, if signed and returned, will be voted in
accordance with the judgment of the person or persons voting the proxies.
STOCKHOLDER PROPOSALS FOR THE 2001 ANNUAL MEETING
In accordance with the rules of the SEC, stockholder proposals intended to be
presented at the 2001 Annual Meeting of Stockholders of Merrill Lynch must be
received by Merrill Lynch at its principal executive offices not later than
November 8, 2000 in order to be included in Merrill Lynch's Proxy Statement
and form of proxy relating to that meeting.
The persons named as proxies for the 2001 Annual Meeting of Stockholders will
generally have discretionary authority to vote on any matter presented by a
stockholder for action at the meeting. In the event that Merrill Lynch
receives notice of (i) a nomination for the election of a director at least 50
and no more than 75 days prior to the Annual Meeting or (ii) any other type of
stockholder proposal at least 50 days prior to the Annual Meeting, then, so
long as Merrill Lynch includes in its proxy statement advice on the nature of
the matter and how the named proxies intend to vote the shares for which they
have received discretionary authority, such proxies may exercise discretionary
authority with respect to such matter, except to the extent limited by the
SEC's rules governing shareholder proposals.
By Order of the Board of Directors
ANDREA L. DULBERG
Secretary
