<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
THE LIMITED, 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>
[LOGO] THE LIMITED, INC.
-----------------
Three Limited Parkway
Columbus, Ohio 43230
(614)415-7000
April 20, 1998
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders to be
held at 9:00 a.m., Eastern Daylight Time, on May 18, 1998, at our offices
located at Three Limited Parkway, Columbus, Ohio. Our Investor Relations
telephone number is (614) 415-7070 should you require assistance in finding
the location of the meeting. The formal Notice of Annual Meeting of
Stockholders and Proxy Statement are attached. I hope that you will be able to
attend and participate in the meeting, at which time I will have the
opportunity to review the business and operations of The Limited.
The matters to be acted upon by our stockholders are set forth in the Notice
of Annual Meeting of Stockholders. It is important that your shares be
represented and voted at the meeting. Accordingly, after reading the attached
Proxy Statement, would you kindly sign, date and return the enclosed proxy
card. Your vote is important regardless of the number of shares you own.
Sincerely yours,
/s/ Leslie H. Wexner
Leslie H. Wexner
Chairman of the Board
<PAGE>
[LOGO] THE LIMITED, INC.
-----------------
----------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
MAY 18, 1998
April 20, 1998
To the Stockholders:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of The
Limited, Inc., a Delaware corporation (the "Company"), will be held at our
offices located at Three Limited Parkway, Columbus, Ohio on May 18, 1998, at
9:00 a.m., Eastern Daylight Time, for the following purposes:
1. To elect four directors to serve for terms of three years.
2. To consider and vote upon a proposal to approve the 1998 Restatement
of The Limited, Inc. 1993 Stock Option and Performance Incentive Plan.
3. To consider and vote upon a stockholder proposal which requests that
the Board of Directors adopt executive compensation policies linked to
various aspects of the Company's selection of its foreign suppliers.
4. To transact such other business as may properly come before the
meeting or any adjournments thereof.
Only stockholders of record, as shown by the transfer books of the Company,
at the close of business on March 27, 1998 are entitled to notice of and to
vote at the Annual Meeting.
By Order of the Board of Directors
/s/ Leslie H. Wexner
Leslie H. Wexner
Chairman of the Board
PLEASE FILL IN, DATE AND SIGN THE ENCLOSED PROXY AND RETURN IT IN THE
ENVELOPE PROVIDED AS PROMPTLY AS POSSIBLE, WHETHER OR NOT YOU PLAN TO
ATTEND THE ANNUAL MEETING. IF YOU LATER DESIRE TO REVOKE YOUR PROXY FOR
ANY REASON, YOU MAY DO SO IN THE MANNER DESCRIBED IN THE ATTACHED PROXY
STATEMENT.
<PAGE>
[LOGO] THE LIMITED, INC.
-----------------
THREE LIMITED PARKWAY
COLUMBUS, OHIO 43230
(614) 415-7000
PROXY STATEMENT
DATED APRIL 20, 1998
ANNUAL MEETING OF STOCKHOLDERS
MAY 18, 1998
The accompanying proxy is solicited by the Board of Directors of The
Limited, Inc. (the "Company") to be voted at the Annual Meeting of
Stockholders to be held May 18, 1998 (the "Annual Meeting"), and any
adjournments thereof. When such proxy is properly executed and returned, the
shares it represents will be voted at the meeting as directed. If no
specification is indicated, the shares will be voted in accordance with the
recommendation of the Company's Board of Directors with respect to each matter
submitted to the Company's stockholders for approval. Abstentions will not be
voted, but will be counted for determining the presence of a quorum. Broker
non-votes will not be counted for any purpose. Any stockholder giving a proxy
has the power to revoke it prior to its exercise by notice of revocation to
the Company in writing, by voting in person at the Annual Meeting or by
execution of a subsequent proxy; provided, however, that such action must be
taken in sufficient time to permit the necessary examination and tabulation of
the subsequent proxy or revocation before the vote is taken.
The shares entitled to vote at the meeting consist of shares of Common Stock
of the Company ("Common Stock"), with each share entitling the holder of
record to one vote. At the close of business on March 27, 1998, the record
date for the Annual Meeting, there were outstanding 274,053,488 shares of
Common Stock. This Proxy Statement and the accompanying form of proxy are
first being sent to stockholders on or about April 20, 1998.
ELECTION OF DIRECTORS
NOMINEES AND DIRECTORS.
Four members of the Board of Directors of the Company will be elected at the
Annual Meeting. Directors elected at the Annual Meeting will hold office for a
three-year term expiring at the Annual Meeting of Stockholders in 2001 or
until their successors are elected and qualified. The nominees of the Board of
Directors for such positions are identified below. In the event any of such
nominees is unable or unwilling to serve as a director, it is intended that
the proxies will be voted for the election of such person nominated by the
Board of Directors in substitution. The Company has no reason to believe that
any nominee of the Board of Directors will be unable to serve as a director if
elected.
Stockholders wishing to nominate directors for election may do so by
delivering to the Secretary of the Company, no later than 14 days before the
Annual Meeting, a notice setting forth (a) the name, age, business address
and, if known, residence address of each nominee proposed in such notice, (b)
the principal occupation or employment of each such nominee and (c) the number
of shares of stock of the Company beneficially owned by each such nominee. No
person may be elected as a director unless he or she has been nominated by a
stockholder in the manner just described or by the Board of Directors. The
four nominees receiving the highest number of votes will be elected directors.
Proxies may not be voted for more than four nominees.
<PAGE>
BUSINESS EXPERIENCE.
Nominees of the Board of Directors for Election at the 1998 Annual Meeting.
LESLIE H. WEXNER Mr. Wexner has been President and Chief Executive Officer
since he founded the Company in 1963, and Chairman of the
Board for more than five years. Mr. Wexner has also been
the Chairman of the Board and Chief Executive Officer of
Intimate Brands, Inc. ("Intimate Brands") since 1995, and
Chairman of the Board of Abercrombie & Fitch Co.
("Abercrombie & Fitch") since 1996. Intimate Brands and
Abercrombie & Fitch are subsidiaries of the Company. Mr.
Wexner is also a director of Hollinger International and
Hollinger International Publishing, Inc. Mr. Wexner is
the husband of Abigail S. Wexner.
EUGENE M. FREEDMAN Mr. Freedman has been Managing Director of Monitor
Clipper Partners, a private equity merchant bank, since
1997 and Senior Advisor to and a director of Monitor
Company, Inc., an international business strategy and
consulting firm, since January 1995. Until October 1994
and for more than five years prior thereto, Mr. Freedman
was a partner of Coopers & Lybrand, where he served as
Chairman and Chief Executive Officer of Coopers & Lybrand
LLP, U.S. ("C & L, U.S.") since October 1991 and as
Chairman of Coopers & Lybrand, International since 1992.
During the Company's 1997 fiscal year, C & L, U.S. served
as the Company's independent public accountants. The
amount of compensation paid by the Company to C & L, U.S.
for such services was less than 1% of the Company's and C
& L, U.S.'s consolidated gross revenues for their 1997
fiscal years. Mr. Freedman is also a director of Bernard
Technologies, Inc.
KENNETH B. GILMAN Mr. Gilman has been Vice Chairman and Chief
Administrative Officer of the Company since June 1997. He
was also Vice Chairman and Chief Financial Officer of the
Company from June 1993 to June 1997. For more than five
years prior thereto, Mr. Gilman was Executive Vice
President and Chief Financial Officer of the Company. Mr.
Gilman has also been the Vice Chairman of the Board of
Intimate Brands since 1995 and Vice Chairman of the Board
of Abercrombie & Fitch since 1996.
DAVID T. KOLLAT Dr. Kollat has been Chairman of 22, Inc., a management
consulting firm, for more than five years. He is also a
director of Audio Environments, Inc., Cheryl & Co., Inc.,
Christy Partners, Consolidated Stores Corporation, Cooker
Restaurant Corporation, Pipeliner Systems, Inc., Resource
Marketing, Inc., SBC Advertising, Select Comfort, Inc.,
Starpower Inc. and Wolverine World Wide, Inc.
Directors Whose Terms Continue until the 1999 Annual Meeting.
LEONARD A. SCHLESINGER
Dr. Schlesinger has been a member of the faculty of
Harvard Business School ("Harvard") since 1988 and
currently is the George F. Baker Jr. Professor of
Business Administration. He also served as the Senior
Associate Dean and Director of External Relations at
Harvard from July 1994 until October 1995. Dr.
Schlesinger currently is a director of Borders Group,
Inc., GC Companies, Inc. and Pegasystems, Inc.
2
<PAGE>
DONALD B. SHACKELFORD
Mr. Shackelford has been Chairman of the Board and Chief
Executive Officer of State Savings Bank, a banking
business, for more than five years and has been the Chief
Executive Officer of State Savings Co. since 1995. Mr.
Shackelford is also a director of Abercrombie & Fitch,
Intimate Brands, Progressive Corporation and Worthington
Foods, Inc.
MARTIN TRUST Mr. Trust has been President and Chief Executive Officer
of Mast Industries, Inc., a wholly-owned subsidiary of
the Company, for more than five years. He is also a
director of Staples, Inc.
RAYMOND ZIMMERMAN Mr. Zimmerman was Chairman of the Board of Service
Merchandise, a retail merchandising business, from 1981
to 1998. He was also Chief Executive Officer of Service
Merchandise from 1984 until April 1997. Mr. Zimmerman
currently is a director of Service Merchandise.
Directors Whose Terms Continue until the 2000 Annual Meeting.
E. GORDON GEE Dr. Gee has been President of Brown University since
January 1998. Dr. Gee was President of The Ohio State
University from 1990 to 1997. Dr. Gee is also a director
of Abercrombie & Fitch, ASARCO, Inc., Glimcher Realty
Trust and Intimate Brands.
CLAUDINE B. MALONE Ms. Malone has been President and Chief Executive Officer
of Financial & Management Consulting, Inc. since 1982.
She is also Chairman of the Federal Reserve Bank of
Richmond and a director of Dell Computer Corporation,
Hannaford Brothers, Inc., Hasbro, Inc., Houghton Mifflin
Co., Lafarge Corporation, Lowe's Companies, Mallinckrodt
Group, Inc., Science Applications International
Corporation and Union Pacific Resources Corp.
ALLAN R. TESSLER Mr. Tessler has been Chairman of the Board and Chief
Executive Officer of International Financial Group, Inc.,
a merchant banking concern, for more than five years and
Co-Chairman and Chief Executive Officer of Data
Broadcasting Corporation, a data broadcasting network,
since 1992. Mr. Tessler was Chairman of the Board and
Chief Executive Officer of Ameriscribe Corporation, a
provider of reprographic and related facilities
management services, from 1988 through 1993. Mr. Tessler
is also the Chairman of the Boards of Directors of
Enhance Financial Services Group, Inc. and Jackpot
Enterprises, Inc. Mr. Tessler is a director of Allis-
Chalmers Corporation.
3
<PAGE>
ABIGAIL S. WEXNER Mrs. Wexner was an attorney with the law firm of Davis
Polk & Wardwell from 1987 until 1992, where she
specialized in mergers and acquisitions. She is a
director of the Children's Defense Fund and is a member
of the Board of Trustees of the Wexner Center Foundation,
the Governing Committee of The Columbus Foundation and
the Board of Trustees of the Children's Hospital, Inc. in
Columbus, Ohio and was appointed by the President of the
United States as a member of the United States Holocaust
Memorial Council. Mrs. Wexner is the wife of Leslie H.
Wexner.
INFORMATION CONCERNING THE BOARD OF DIRECTORS.
The Company's Board of Directors held 6 meetings in fiscal year 1997. During
fiscal year 1997, all of the directors attended 75% or more of the total
number of meetings of the Board and of Committees of the Board on which they
served.
The Audit Committee of the Board recommends the firm to be employed as the
Company's independent public accountants and reviews the scope of the audit
and audit fees. In addition, the Audit Committee consults with the independent
auditors with regard to the plan of audit, the resulting audit report and the
accompanying management letter, and confers with the independent auditors with
regard to the adequacy of internal accounting controls, as appropriate, out of
the presence of management. The members of the Audit Committee are Ms. Malone
(Chair) and Messrs. Shackelford, Tessler and Zimmerman. The Audit Committee
held 7 meetings in fiscal year 1997.
The Compensation Committee of the Board is charged with reviewing executive
compensation and administering the Company's stock option and performance
incentive plans. Its members are Mr. Shackelford (Chair) and Dr. Gee. Members
of the Compensation Committee held 8 meetings in fiscal year 1997 and took
action in writing without a meeting on 20 occasions.
The Nominating Committee of the Board is responsible for nominating, on
behalf of the Board, suitable persons for election as directors of the
Company. Its members are Messrs. Tessler (Chair) and Wexner. Stockholders are
permitted to nominate directly directors for election (see "ELECTION OF
DIRECTORS-- Nominees and Directors" above); therefore, no formal procedures
exist for stockholders to make nominee recommendations to the Nominating
Committee. The Nominating Committee took no action in fiscal year 1997.
The Finance Committee of the Board is charged with periodically reviewing
the financial position of the Company and the financial arrangements of the
Company with banks and other financial institutions. The Finance Committee
also makes recommendations on financial matters that it believes are
necessary, advisable or appropriate. Its members are Ms. Malone, Ms. Wexner
and Messrs. Tessler (Chair), Freedman, Shackelford and Zimmerman. The Finance
Committee held 5 meetings in fiscal year 1997.
The Executive Committee of the Board may exercise, to the fullest extent
permitted by law, all of the powers and authority granted to the Board. The
Executive Committee may also declare dividends, authorize the issuance of
stock and authorize the seal of the Company to be affixed to papers that
require it. Its members are Messrs. Wexner (Chair) and Shackelford. The
Executive Committee took action in writing without a meeting on 8 occasions in
fiscal year 1997.
4
<PAGE>
EXECUTIVE OFFICERS.
In addition to Executive Officers Wexner, Gilman and Trust, Arnold F.
Kanarick and V. Ann Hailey also serve as Executive Officers of the Company.
Mr. Kanarick, age 57, has served as Executive Vice President and Chief Human
Resources Officer of the Company since November 1992. Ms. Hailey, age 47, has
served as Executive Vice President and Chief Financial Officer of the Company
since August 1997. From 1994 to August 1997, Ms. Hailey was Senior Vice
President and Chief Financial Officer of The Pillsbury Company, a division of
GrandMet. From 1992 to 1994 Ms. Hailey was Vice President, Finance and
Planning, for the Specialty Products Division of RJR Nabisco Foods, Inc.
SECURITY OWNERSHIP OF DIRECTORS AND MANAGEMENT.
Set forth below is certain information about the securities ownership of all
directors of the Company, the executive officers of the Company named in the
Summary Compensation Table below and all directors and executive officers of
the Company as a group.
<TABLE>
<CAPTION>
NUMBER OF NUMBER OF
SHARES OF SHARES OF
INTIMATE ABERCROMBIE
NUMBER OF BRANDS, INC. PERCENT OF & FITCH CO. PERCENT OF
SHARES OF CLASS A INTIMATE CLASS A ABERCROMBIE
NAME, POSITION WITH COMMON COMMON BRANDS, INC. COMMON & FITCH CO.
THE COMPANY DIRECTOR STOCK PERCENT STOCK CLASS A STOCK CLASS A
OR PRINCIPAL CONTINUOUSLY TERM BENEFICIALLY OF BENEFICIALLY COMMON BENEFICIALLY COMMON
OCCUPATION, AND AGE SINCE EXPIRES OWNED (A)(B) CLASS OWNED (A)(B) STOCK OWNED (A)(B) STOCK
- ----------------------- ------------ ------- ------------ ------- ------------ ------------ ------------ -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Eugene M. Freedman..... 1995 1998 6,793(c) * 0 ** 1,000 *
Managing Director of
Monitor Clipper
Partners and Senior
Advisor to and
Director of Monitor
Company, Inc., 66
E. Gordon Gee.......... 1991 2000 2,354(c) * 2,806(d) * 1,818(e) *
President of Brown
University, 54
Kenneth B. Gilman...... 1990 1998 397,218(c)(f)(g) * 23,578(d)(h) * 10,000 *
Vice Chairman and
Chief Administrative
Officer, 51
V. Ann Hailey.......... ** ** 750 * 0 ** 0 **
Executive Vice
President and Chief
Financial Officer, 47
Arnold F. Kanarick..... ** ** 111,021(c)(f) * 6,470(d) * 1,562 *
Executive Vice
President and Chief
Human Resources
Officer, 57
David T. Kollat........ 1976 1998 201,354(c) * 17,647 * 1,000 *
Chairman of 22, Inc.,
59
Claudine B. Malone..... 1982 2000 3,754(c) * 592 * 500 *
President and Chief
Executive Officer of
Financial & Management
Consulting, Inc., 61
Leonard A.
Schlesinger........... 1996 1999 2,354(c) * 500 * 1,000 *
Professor of Business
Administration,
Harvard Business
School, 45
Donald B. Shackelford.. 1975 1999 70,168(c)(g) * 5,916(d) * 2,318(e) *
Chairman of the Board
and Chief Executive
Officer of State
Savings Bank, 65
Allan R. Tessler....... 1987 2000 21,556(c)(g) * 0 ** 1,000 *
Chairman of the Board
and Chief Executive
Officer of
International
Financial Group, Inc.,
61
</TABLE>
5
<PAGE>
<TABLE>
<CAPTION>
NUMBER OF NUMBER OF
SHARES OF SHARES OF
INTIMATE ABERCROMBIE
NUMBER OF BRANDS, INC. PERCENT OF & FITCH CO. PERCENT OF
SHARES OF CLASS A INTIMATE CLASS A ABERCROMBIE
NAME, POSITION WITH COMMON COMMON BRANDS, INC. COMMON & FITCH CO.
THE COMPANY DIRECTOR STOCK PERCENT STOCK CLASS A STOCK CLASS A
OR PRINCIPAL CONTINUOUSLY TERM BENEFICIALLY OF BENEFICIALLY COMMON BENEFICIALLY COMMON
OCCUPATION, AND AGE SINCE EXPIRES OWNED (A)(B) CLASS OWNED (A)(B) STOCK OWNED (A)(B) STOCK
- ------------------- ------------ ------- ------------ ------- ------------ ------------ ------------ -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Martin Trust....... 1978 1999 2,424,600(c)(f)(g) * 8,823(i) * 18,750(j) *
President and
Chief Executive
Officer of Mast
Industries, Inc.,
63
Abigail S. Wexner.. 1997 2000 200,389 * 0 ** 0 **
Attorney-at-Law,
36
Leslie H. Wexner... 1963 1998 66,806,417(c)(f)(k) 24.5% 87,218(d) * 10,000 *
Chairman of the
Board, Chief
Executive Officer
and President, 60
Raymond Zimmerman.. 1984 1999 7,554(c)(l) * 1,555 * 1,000 **
Director of
Service
Merchandise
Company, Inc., 64
All directors and
executive officers
as a group........ ** ** 70,256,282(c)(f)(m) 25.8% 155,105(d)(n) * 48,948(e)(j) *
</TABLE>
- -------
*Less than 1%.
**Not applicable.
(a) Unless otherwise indicated, each named person has voting and investment
power over the listed shares and such voting and investment power is
exercised solely by the named person or shared with a spouse.
(b) Reflects ownership as of February 23, 1998.
(c) Includes the following number of shares issuable within 60 days upon the
exercise of outstanding stock options: Mr. Freedman, 500; Dr. Gee, 500;
Mr. Gilman, 243,750; Mr. Kanarick, 88,750; Dr. Kollat, 500; Ms. Malone,
500; Dr. Schlesinger, 500; Mr. Shackelford, 500; Mr. Tessler, 500; Mr.
Trust, 113,000; Mr. Wexner, 175,000; Mr. Zimmerman, 500; and all directors
and officers as a group, 624,500.
(d) Includes the following number of shares issuable with 60 days upon the
exercise of outstanding stock options: Dr. Gee, 1,250; Mr. Gilman, 12,501;
Mr. Kanarick, 5,000; Mr. Shackelford, 1,250, Mr. Wexner, 25,000; and all
directors and officers as a group, 45,001.
(e) Includes the following number of shares issuable within 60 days upon the
exercise of outstanding stock options: Dr. Gee, 1,000; Mr. Shackelford,
1,000; and all directors and executive officers as a group, 2,000.
(f) Includes the following number of shares held as of December 31, 1997 in an
employee benefit plan, over which the participant has the power to dispose
or withdraw shares: Mr. Gilman, 33,701; Mr. Kanarick, 415; Mr. Trust,
34,869; Mr. Wexner, 530,490; and all directors and executive officers as a
group, 599,475.
(g) Includes the following number of shares owned by family members, as to
which beneficial ownership is disclaimed: Mr. Gilman, 1,117; Mr.
Shackelford, 18,685; Mr. Tessler, 202; and Mr. Trust, 202,273.
(h) Includes 1,000 shares owned by family members, as to which Mr. Gilman
disclaims beneficial ownership.
(i) Includes 2,941 shares, as to which Mr. Trust disclaims beneficial
ownership.
(j) Includes 9,375 shares, as to which Mr. Trust disclaims beneficial
ownership.
(k) Includes 2,000,000 shares held by Health and Science Interests, 350,000
shares held by Health and Science Interests II, 1,407,717 shares held by
The Wexner Foundation, 1,644,600 shares held by the Harry & Hannah Wexner
Trust, 2,688,800 shares held by the Harry, Hannah & David Wexner Trust and
18,750,000 shares held by
6
<PAGE>
The Wexner Children's Trust. Mr. Wexner disclaims beneficial ownership of
the shares held by Health and Science Interests, Health and Science
Interests II and The Wexner Foundation. Mr. Wexner shares investment and
voting power with others with respect to shares held by The Wexner
Foundation. The 18,750,000 shares held by The Wexner Children's Trust are
held subject to the terms of the Contingent Stock Redemption Agreement
described under "Certain Relationships and Related Transactions" below.
(l) Includes 1,200 shares which are Mr. Zimmerman's pro rata share of 3,600
shares owned by a corporation of which Mr. Zimmerman is president and a
33% shareholder plus 2,000 shares held by a partnership which is 50% owned
by Mr. Zimmerman and 50% owned by his wife.
(m) Includes 3,979,994 shares, as to which beneficial ownership is disclaimed.
(n) Includes 3,941 shares, as to which beneficial ownership is disclaimed.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
On January 26, 1996, the Company, Leslie H. Wexner, the Company's Chairman,
Chief Executive Officer and President, and The Wexner Children's Trust (the
"Trust") entered into a Contingent Stock Redemption Agreement, which Agreement
was amended as of July 19, 1996 (as so amended, the "Agreement"). The
following summary of the material terms of the Agreement does not purport to
be complete and is qualified in its entirety by reference to the Agreement, a
copy of which has been filed with the Securities and Exchange Commission (the
"Commission") as an exhibit to the Company's Annual Report on Form 10-K for
the fiscal year ended February 1, 1997. Such exhibits are available for
inspection at the Commission.
A new, wholly-owned subsidiary (the "Subsidiary") of the Company has
guaranteed the Company's obligations under the Agreement, has been capitalized
by the Company with $351.6 million (representing the amount required to pay
the Redemption Price in the event of an exercise in full of the Redemption
Right (each, as defined below)) and will not engage in any actions or
undertake any operations other than as contemplated by the Agreement. Pursuant
to the terms of the Agreement, the Trust deposited 18,750,000 shares of Common
Stock (the "Subject Shares") in a custody account established with Morgan
Guaranty Trust Company of New York. For the purposes of the Agreement, a
"Subject Share" will include, in the event of any spinoff or other
distribution by the Company to its stockholders of any business controlled by
the Company, in addition to a share of Common Stock of the Company, such
security (or portion thereof) as the Trust may receive in the spinoff or other
distribution in respect of each share of Common Stock.
Pursuant to the terms of the Agreement, the Trust will have the opportunity
(the "Redemption Right"), commencing on January 31, 1998 and ending on January
30, 2006 (the "Exercise Period"), to require the Company to redeem the Subject
Shares, from time to time, in whole or in part (subject to specified minimum
amounts), at a price per share equal to $18.75, subject to certain adjustments
(the "Redemption Price"). The Trust will have the right to transfer the
Redemption Right, from time to time, in whole or in part, to (i) Mr. Wexner,
(ii) any member of Mr. Wexner's immediate family, (iii) any corporation,
partnership, trust or other entity, of which all of the owners or
beneficiaries are Mr. Wexner or any member of Mr. Wexner's immediate family or
any charitable trust, (iv) any estate or personal representative of Mr. Wexner
or any member of Mr. Wexner's immediate family and (v) subject to certain
conditions, third parties, in each case, provided that such transferee agrees
to be bound by the terms of the Agreement. The Trust will have the right to
pledge the Redemption Right to a financial institution reasonably satisfactory
to the Company to secure the Trust's obligations in respect of borrowed money
under any credit or similar agreement. The Trust will be permitted to withdraw
Subject Shares from the custody account provided such withdrawn shares are
replaced by an amount in cash equal to 120% of the market value of the
withdrawn shares. The Trust will be permitted to sell all the withdrawn
shares.
7
<PAGE>
The Company will have the opportunity (the "Company Redemption Right"),
beginning on July 31, 2006 and ending on January 30, 2007, to redeem the
Subject Shares, from time to time, in whole or in part (subject to specified
minimum amounts), at a price per share equal to $25.07, subject to certain
adjustments (also referred to as the "Redemption Price"). The Company will
have the right to transfer the Company Redemption Right, from time to time, in
whole or in part, to any affiliate. The Company Redemption Right will be
reduced on a share-for-share basis for any Subject Shares redeemed by the
Company pursuant to the Redemption Right.
Subject to the terms of the Agreement, certain adjustments will be made to
the number of shares of Common Stock subject to the Redemption Right and the
Company Redemption Right or to the Redemption Price, as the case may be, upon
the following events: (i) the payment of a dividend in shares, or any
subdivision, split or reclassification of shares of Common Stock; (ii) the
issuance of shares of Common Stock (or rights, warrants or other securities
convertible into or exchangeable or exercisable for shares of Common Stock) to
all holders of shares of Common Stock at a price less than its market price;
(iii) the repurchase of shares of Common Stock at a price in excess of its
market price; or (iv) any change, reclassification, conversion or other
similar transaction involving shares of Common Stock.
During fiscal year 1997, Leonard A. Schlesinger, a member of the Board of
Directors, provided consulting services to the Company and Mast Industries,
Inc., a wholly-owned subsidiary of the Company. The fees for such services
were approximately $81,250 and $12,500, respectively.
8
<PAGE>
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE.
The following table provides information concerning compensation paid by the
Company to each of the named executive officers of the Company for each of the
Company's last three fiscal years.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG-TERM COMPENSATION AWARDS
------------------------------------------- ----------------------------------------
SECURITIES
OTHER RESTRICTED UNDERLYING
NAME AND PRINCIPAL FISCAL ANNUAL STOCK OPTIONS ALL OTHER
POSITION YEAR SALARY ($) BONUS(1) ($) COMPENSATION(2) ($) AWARDS(3) $ AWARDED (#) COMPENSATION ($)
- ------------------ ------ ---------- ------------ ------------------- ----------- ----------- ----------------
<S> <C> <C> <C> <C> <C> <C> <C>
Leslie H. Wexner....... 1997 $1,000,000 $1,861,560 1,600,000(4) -- -- $135,296(5)
Chairman of the 1996 1,011,538 915,000 200,000(4) -- -- 151,629(5)
Board, Chief 100,000(6)
Executive Officer and 1995 1,150,000 768,315 100,000(4) -- -- 148,436(5)
President
Kenneth B. Gilman(7)... 1997 900,000 1,228,630 500,000(4) -- $6,220,313 195,094(5)
Vice Chairman and 1996 903,846 603,900 50,000(4) -- -- 187,192(5)
Chief Administra- 50,000(6)
tive Officer 1995 941,935 449,820 25,000(4) -- -- 190,772(5)
Martin Trust........... 1997 700,000 868,980 300,000(4) -- 3,900,000 216,212(5)
President and Chief 1996 703,846 1,155,700 60,000(4) -- 518,809 203,807(5)
Executive Officer of 1995 741,650 679,455 20,000(4) -- 197,985 154,278(5)
Mast Industries, Inc.
Arnold F. Kanarick..... 1997 546,154 477,800 250,000(4) $19,538 2,925,000 99,089(5)(8)
Executive Vice 1996 497,308 255,500 30,000(4) -- 120,218 79,833(5)
President and 20,000(6)
Chief Human Resources 1995 462,692 121,249 15,006(6) -- -- 75,305(5)
Officer
V. Ann Hailey(9)....... 1997 204,327 258,825 25,000(4) 32,984 990,625 276,099(8)(10)
Executive Vice
President and Chief
Financial Officer
</TABLE>
- --------
(1) Represents for each fiscal year the aggregate of the performance-based
incentive compensation for the Spring and Fall selling seasons.
(2) Represents amounts reimbursed for tax on relocation expenses.
(3) Represents for each executive officer the restricted stock awards for the
specified fiscal year under the Company's 1993 Stock Option and
Performance Incentive Plan. Information set forth above is based on the
closing price of the Common Stock on the date on which the awards were
made.
On February 1, 1998, 7,500 restricted shares of the Company's Common Stock
were granted to Ms. Hailey based on business performance for the fiscal
1997 year. The per share value of the Common Stock on the most recent
prior date on which there were sales (January 30, 1998) was $26.50. This
award vests 10% on the grant date and 20%, 30%, and 40% on the first
through third anniversaries of the grant date, respectively, subject to
continued employment with the Company.
9
<PAGE>
On August 11, 1997, 35,000 restricted shares of the Company's Common Stock
were granted to Ms. Hailey. The per share value of the Common Stock on
such date was $22.625. This award is earned subject to established
financial performance measures and, once earned, vests 100% on the fifth
anniversary of the grant date, subject to continued employment with the
Company.
On May 20, 1997, 300,000, 200,000 and 150,000 restricted shares of the
Company's Common Stock were granted to executive officers Gilman, Trust
and Kanarick, respectively. The per share value of the Common Stock on
such date was $19.50. These awards are earned subject to established
financial performance measures and once earned, vest 10%, 10%, 10%, 15%,
20% and 35% on the first through sixth anniversaries of the grant date,
respectively, in each case subject to the holder's continued employment
with the Company.
On March 25, 1997, 19,750 restricted shares of the Company's Common Stock
were granted to Mr. Gilman. The per share value of the Common Stock on
such date was $18.75. This award vests 100% one year from the grant date,
subject to continued employment with the Company.
On February 1, 1997, 21,712 and 7,020 restricted shares of the Company's
Common Stock were awarded for business performance to executive officers
Trust and Kanarick, respectively. The per share value of the Common Stock
on such date was $17.125. On August 1, 1996 and on February 1, 1996, 7,538
and 11,820, respectively, restricted shares of the Company's Common Stock
were awarded for business performance to Mr. Trust. The per share value of
the Common Stock on such dates were $19.50 and $16.75, respectively. The
February 1, 1997 and August 1, 1996 awards are for fiscal 1996 business
performance and the February 1, 1996 award is for fiscal 1995 business
performance. These awards vest 10% on the grant date, and 20%, 30%, and
40% on the first through third anniversaries of the grant date, in each
case subject to the holder's continued employment with the Company.
Dividends will not be paid or accrue with respect to shares of restricted
stock until such shares vest.
As of January 31, 1998, the aggregate restricted stock holdings and the
value of such holdings for each of the named executive officers were: Mr.
Wexner, 13,000 shares, $344,500; Mr. Gilman, 326,250 shares, $8,645,625;
Mr. Trust, 233,092 shares, $6,176,938; Mr. Kanarick, 185,218 shares,
$4,908,277; and Ms. Hailey, 42,500 shares, $1,126,250 (includes the 7,500
restricted shares noted in the second paragraph of this footnote) (based
on the $26.50 fair market value of a share of Common Stock as of Friday,
January 30, 1998).
(4) Denominated in shares of the Company's Common Stock.
(5) Represents for each executive officer, the amount of employer matching
and supplemental contributions allocated to his or her account under
certain of the Company's qualified and non-qualified defined contribution
plans during 1997.
(6) Denominated in shares of Intimate Brands' Class A Common Stock.
(7) Mr. Gilman became Vice Chairman and Chief Administrative Officer on June
25, 1997. Previously, he was Vice Chairman and Chief Financial Officer.
(8) Includes reimbursement of relocation expenses above the Company's normal
relocation policy of $7,500 for Mr. Kanarick and $26,099 for Ms. Hailey.
(9) Ms. Hailey joined the Company on August 11, 1997 as Executive Vice
President and Chief Financial Officer; therefore, reporting numbers are
for partial year.
(10) Includes $250,000 incentive bonus paid in connection with Ms. Hailey's
commencement of employment with the Company.
10
<PAGE>
LONG-TERM INCENTIVE PLAN AWARDS.
No awards were granted in respect of the 1997 fiscal year to the named
executive officers other than the restricted stock performance awards as
disclosed in the Summary Compensation Table.
STOCK OPTIONS.
The following table sets forth certain information regarding stock options
granted to the executive officers named in the Summary Compensation Table
during the Company's 1997 fiscal year.
OPTION GRANTS IN FISCAL YEAR 1997
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
VALUE AT ASSUMED
ANNUAL RATES OF STOCK PRICE
INDIVIDUAL GRANTS (1) APPRECIATION FOR OPTION TERM (2)
--------------------- ---------------------------------
PERCENTAGE OF
SECURITIES TOTAL OPTIONS
UNDERLYING GRANTED TO EXERCISE
OPTIONS ASSOCIATES IN PRICE PER EXPIRATION
NAME GRANTED (1)(#) FISCAL YEAR SHARE ($) DATE 5% ($) 10% ($)
---- -------------- ------------- --------- ---------- ---------------- ----------------
<S> <C> <C> <C> <C> <C> <C>
Leslie H. Wexner........ 1,600,000 22.01% $22.1375(3) 07/02/07 $ 22,275,448 $ 56,450,358
Kenneth B. Gilman....... 500,000 6.88% 19.5000 05/21/07 6,131,723 15,538,989
Martin Trust............ 300,000 4.13% 19.5000 05/21/07 3,679,034 9,323,393
Arnold F. Kanarick...... 250,000 3.44% 19.5000 05/21/07 3,065,861 7,769,494
V. Ann Hailey........... 25,000 0.34% 22.6250 08/12/07 355,719 901,461
</TABLE>
- --------
(1) On July 1, 1997, options were granted to Mr. Wexner, and, on May 20, 1997,
options were granted to executive officers Gilman, Trust and Kanarick
pursuant to the Company's 1993 Stock Option and Performance Incentive Plan
(1997 Restatement). Such options vest 10%, 10%, 10%, 15%, 20% and 35% on
the first through sixth anniversaries of the grant date, respectively, in
each case subject to the holder's continued employment with the Company.
On August 11, 1997, options were granted to Ms. Hailey pursuant to the
Company's 1993 Stock Option and Performance Incentive Plan (1997
Restatement). Such options become exercisable in four equal annual
installments commencing on the first anniversary of the grant date, subject
to continued employment with the Company.
(2) The assumed rates of growth were selected by the Commission for
illustrative purposes only and are not intended to predict or forecast
future stock prices.
(3) The per share exercise price of all such options to Mr. Wexner is set at
110% of the fair market value of the stock on the date of grant.
11
<PAGE>
The following table sets forth certain information regarding stock options
exercised by the executive officers named in the Summary Compensation Table
during the Company's 1997 fiscal year and the year-end values of unexercised
options held by such executive officers.
AGGREGATED OPTION EXERCISES IN 1997 FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY
OPTIONS AT FISCAL OPTIONS AT FISCAL
SHARES YEAR-END (#) YEAR-END ($)
ACQUIRED ON VALUE -------------------------- ----------------------------
NAME EXERCISE (#) REALIZED (1)($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ------------ --------------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Leslie H. Wexner........ -- -- 137,500(2) 1,812,500(2) $1,113,750(2) $8,471,250(2)
25,000(3) 75,000(3) 93,125(3) 279,375(3)
Kenneth B. Gilman....... 31,250 $384,766 222,917(2) 564,583(2) 1,629,430(2) 4,124,476(2)
4,167(3) 45,833(3) 46,618(3) 512,757(3)
Martin Trust............ -- -- 91,750(2) 371,250(2) 482,500(2) 2,792,500(2)
Arnold F. Kanarick...... -- -- 76,250(2) 288,750(2) 389,063(2) 2,124,688(2)
1,667(3) 18,333(3) 18,650(3) 205,100(3)
V. Ann Hailey........... -- -- -- 25,000(2) -- 96,875(2)
</TABLE>
- --------
(1) Calculated on the basis of the number of shares exercised, multiplied by
the excess of the fair market value of a share of Common Stock on the date
of exercise over the exercise price of such option.
(2) Denominated in shares of the Company's Common Stock. Value is calculated
on the basis of the number of shares subject to each such option,
multiplied by the excess of the fair market value of a share of Common
Stock on the last trading day prior to fiscal year-end ($26.50) over the
exercise price of such option.
(3) Denominated in shares of Intimate Brands' Class A Common Stock. Value is
calculated on the basis of the number of shares subject to each such
option, multiplied by the excess of the fair market value of a share of
Common Stock on the last trading day prior to fiscal year-end ($25.3125)
over the exercise price of such option.
COMPENSATION OF DIRECTORS.
Directors who are not associates of the Company receive an annual retainer
of $20,000 per year (increased by $4,000 for each committee chair held), plus
a fee of $3,500 for each Board meeting attended ($1,000 for a telephonic
meeting) and, as committee members, receive $1,500 per committee meeting
attended ($500 for a telephonic meeting). Each action in writing taken by the
Board or any committee entitles each such director to be paid $500. Associates
and officers who are directors receive no additional compensation for services
rendered as directors. Under the Company's 1996 Stock Plan for Non-Associate
Directors, each director who is not an associate of the Company receives (i)
annual grants of options to purchase 1,000 shares of the Company's Common
Stock at a price equal to the fair market value of such shares at the date of
grant and (ii) 50% of the annual retainer in shares of the Company's Common
Stock.
EMPLOYMENT AGREEMENTS WITH CERTAIN EXECUTIVE OFFICERS.
In 1997 the Company entered into individual employment agreements with
Messrs. Gilman, Trust and Kanarick. Pursuant to these agreements, Mr. Gilman
serves as the Company's Vice Chairman and Chief
12
<PAGE>
Administrative Officer, Mr. Trust serves as President and Chief Executive
Officer of Mast Industries, Inc. and Mr. Kanarick serves as the Company's
Executive Vice President and Chief Human Resources Officer. The initial term
of each agreement is six years, with automatic one-year extensions thereafter
unless either party gives written notice to the contrary. Mr. Gilman's
agreement provides for an initial base salary of $900,000, Mr. Trust's
agreement provides for an initial base salary of $700,000 and Mr. Kanarick's
agreement provides for an initial base salary of $550,000. Option grants and
the value of performance-based stock awards made in 1997 pursuant to the
agreements are disclosed in the Summary Compensation Table. Each agreement
also provides for incentive plan participation as determined by the Board and
life insurance coverage of $5 million. Under each agreement, upon the failure
of the Company to extend the agreement or the termination of the executive's
employment either by the Company without cause or by the executive for good
reason, the executive will continue to receive his base salary for one year
after the termination date. Under the agreements, each executive agrees not to
compete with the Company or solicit its employees or customers during the
employment term and for one year thereafter. Each executive's agreement
provides for disability benefits in addition to the benefits available under
the Company's disability plans. In the event any "parachute" excise tax is
imposed on an executive, he will be entitled to tax reimbursement payments.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE.
The Company's executive officers and directors, and persons who own more
than ten percent of a registered class of the Company's equity securities, are
required to file reports of ownership and changes in ownership of the
Company's equity securities with the Commission and the New York Stock
Exchange. Copies of those reports must also be furnished to the Company.
Based solely on a review of the copies of reports furnished to the Company
and written representations that no other reports were required, the Company
believes that during fiscal 1997 its executive officers, directors and greater
than ten-percent beneficial owners complied with such filing requirements.
13
<PAGE>
REPORT OF THE COMPENSATION COMMITTEE
The Compensation Committee (the "Committee") reviews and approves the
Company's compensation philosophy and policies and the application of such
policies to the compensation of Mr. Wexner and other executive officers. The
Company and the Committee have also retained independent compensation
consultants to assist in developing and periodically assessing the
reasonableness of, the Company's executive officer compensation program.
COMPENSATION PHILOSOPHY.
The Company seeks to apply a consistent philosophy to compensation for all
leadership associates, including senior executives. The primary goal of the
compensation program has been increasingly to link total executive
compensation to performance that enhances stockholder value. Accordingly,
total compensation for leadership individuals is structured to provide a lower
proportion as fixed compensation and a much higher variable proportion keyed
to business and stock performance.
Our philosophy is based on the following basic principles:
To Pay for Outstanding Performance.
The Company believes in paying for results. Individuals in leadership roles
are compensated based on a combination of total company, business unit and
individual performance factors. Total company and business unit performance
are evaluated primarily on the degree by which financial targets are met.
Individual performance is evaluated based upon several factors, including
building brand identity, attainment of specific merchandise and financial
objectives, building and developing a strong leadership team, developing an
infrastructure to support future business growth and controlling expenses. In
addition, a significant portion of total compensation is in the form of
equity-based award opportunities to directly tie any increased compensation to
increased stockholder value.
To Pay Competitively.
The Company is committed to providing a total compensation program designed
to attract the best senior leaders to the business and to retain the best,
consistently highest performers. To achieve this goal, the Company annually
compares its pay practices and overall pay levels with other leading retail
and where appropriate, non-retail companies, and sets pay guidelines based on
this review.
To Pay Equitably.
The Company believes that it is important to apply generally consistent
guidelines for all leadership compensation programs across business units,
considering the size, complexity, stage of development and performance of the
business, along with the performance of the individual executive.
PRINCIPAL COMPENSATION ELEMENTS.
The principal elements of executive compensation at the Company are base
salary, short-term performance-based cash incentive compensation and equity-
based incentive programs. In determining guidelines for each compensation
element, the Company participates in compensation surveys which include
approximately 75 national and regional specialty and department store retail
businesses, chosen because of their general similarity
14
<PAGE>
to the Company in business and merchandise focus. In addition, the Company
participates in special surveys focusing on specific segments of the business,
such as merchandise design and the personal care products business. The
Company, along with its compensation consultants, analyzes executive
compensation levels and practices relative to the performance of these
competitor companies and, from this information, develops pay guidelines that
generally target, and place the Company in, the 75th to 90th percentile of pay
for those executives with exceptional performance. The competitor group that
is surveyed is subject to periodic review and is modified from time to time to
reflect new businesses, mergers, acquisitions and changes in business focus.
The competitor group contains approximately 50% of the companies in the S&P
Retail Stores Composite Index represented in the Stockholder Return Graph
below. The Company generally attempts to design all incentive and equity-based
compensation programs to meet the requirements for deductibility under the
Internal Revenue Code of 1986, as amended (the "Code").
Base Salary.
The Committee annually reviews and approves the base salary of each
executive officer and business president. In determining salary adjustments,
the Committee considers the size and responsibility of the individual's
position, the business unit's overall performance, the individual's overall
performance and future potential and the base salaries paid by competitors to
employees in comparable positions. Individual performance is measured against
the following factors: seasonal and annual business goals, brand strategy
execution and business growth goals, and the recruitment and development of
leadership talent. These factors are considered subjectively in the aggregate,
and none of these factors is accorded a formula weight.
In 1997, the base salaries of Messrs. Wexner, Gilman and Trust remained
constant, with continued increased emphasis placed on performance-based cash
and equity incentive compensation.
Performance-Based Cash Incentive Compensation.
The Company has employed a short-term performance-based cash incentive
compensation program for specified key leadership positions that provides for
incentive payments for each six-month operating season, based on the extent to
which pre-established objective financial goals are attained.
For most businesses, the goals under this plan are based on operating
income. However, goals also may be based on other objectives and/or criteria,
depending on the business unit and its strategy. These goals are set at the
beginning of each six-month season, and are based on an analysis of historical
performance and growth expectations for that business, financial results of
other comparable businesses both inside and outside the Company, and progress
toward achieving the strategic plan for that business. Target cash incentive
compensation opportunities are established annually for eligible executives
stated as a specific percent of base salary. The amount of performance-based
incentive compensation earned by participating executives can range from zero
to double their incentive target, based upon the extent to which the pre-
established financial goals are achieved.
Equity-Based Incentive Programs.
The Committee believes that continued emphasis on equity-based compensation
opportunities encourages performance that enhances stockholder value, thereby
further linking leadership and shareholder objectives. In 1997, continuing a
program that commenced in 1993, the Committee awarded equity-based incentive
compensation under two programs: a stock option program, and a restricted
stock program under which shares of stock are earned based on attainment of
specified financial performance objectives. The Committee also
15
<PAGE>
believes that stock awards, the ultimate vesting of which is subject to
continued employment, assist the Company in retaining key high performing
executives.
Award opportunities for each eligible participant are based on guidelines
which include size of the executive's business unit, the individual's
responsibility level within that business, competitive practice and the market
price of the Company's Common Stock. In determining the awards for an
executive officer, the Committee evaluated competitive practice and the
executive officer's performance and criticality to the business.
Stock Options. In 1997, stock options were awarded to executives in the
amounts set forth in the Option Grants in Fiscal Year 1997 Table above. The
option program utilizes vesting periods to encourage retention of key
executives. The options granted to Messrs. Wexner, Gilman, Trust and Kanarick
vest, subject to continued employment, on a graduated basis over a period of
six years. The exercise price for each option granted, with the exception of
the options granted to Mr. Wexner (who was granted above-market value
options), is equal to the fair market value of the underlying common stock on
the date of grant.
Performance-Based Restricted Stock. In 1997, with the exception of Messrs.
Wexner, Gilman, Trust and Kanarick, the Committee continued a program
commenced in 1994 under which specific key executives are eligible to receive
restricted stock based on the achievement of pre-established financial goals.
Through this program, executives can earn from zero to double their targeted
number of restricted shares based upon the extent to which financial goals are
achieved. In 1997, special restricted stock grants, as outlined in the Summary
Compensation Table, were made to Messrs. Gilman, Trust and Kanarick, and are
earned based on attainment of specified financial goals. If earned, these
shares vest on a graduated basis over six years, subject to continued
employment with the Company.
CEO COMPENSATION.
Mr. Wexner has been Chief Executive Officer and President since founding the
Company in 1963. The Company conducts the same type of competitive review and
analysis to determine base salary and incentive guidelines for Mr. Wexner's
position as it does for the other executive positions.
In 1997, as in prior years, in establishing Mr. Wexner's compensation
package the Committee considered competitive practices, the extent to which
the Company achieved operating income and sales objectives, progress regarding
brand strategy, and the continued recruitment and development of leadership
talent for the business. These factors are considered subjectively in the
aggregate and none of these factors is accorded specific weight.
As described earlier, the Committee and the Company continue to emphasize
variable, performance-based compensation components for all executives,
including Mr. Wexner. Accordingly, Mr. Wexner's base salary remained constant
in 1997 at $1 million, with his annual performance-based cash incentive
compensation target at 150% of the base salary. In addition, Mr. Wexner was
granted options covering 1,600,000 shares of the Company's Common Stock with
an exercise price set at a 10% premium over the fair market value of the price
of the stock on the date of grant. In establishing these compensation
elements, the Committee favorably viewed Mr. Wexner's significant achievements
in recruiting and developing senior leadership, refocusing the company on the
core business units, improving financial results and shareholder value, and
making significant progress on the brand development strategy of the business
units.
16
<PAGE>
The Company posted record net sales of $9.189 billion, a 6% increase over
fiscal 1996, net income of $341.2 million (excluding special charges and gains
in connection with the initial public offerings), which was 8% above net
income for fiscal 1996, and diluted earnings per share (excluding special
charges and gains in connection with initial public offerings) of $1.24 per
share, which was a 9% increase over 1996. These annual results were above
targeted performance objectives established by the Committee, and as a result,
the annual cash incentive payment earned by Mr. Wexner was above targeted
levels.
Compensation Committee
Donald B. Shackelford, Chair
E. Gordon Gee
17
<PAGE>
STOCKHOLDER RETURN GRAPH
The following graph shows the changes, over the past five-year period, in
the value of $100 invested in Common Stock of the Company, the Standard &
Poor's 500 Composite Stock Price Index and the Standard & Poor's Retail Stores
Composite Index. The plotted points represent the closing price on the last
day of the fiscal year indicated.
COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*
AMONG THE LIMITED, INC., THE S & P 500 INDEX
AND THE S & P RETAIL COMPOSITE INDEX
[GRAPH APPEARS HERE]
1/93 1/94 1/95 1/96 1/97 1/98
---- ---- ---- ---- ---- ----
LTD 100 65 61 61 62 96
S&P 500 100 110 107 145 179 223
S&P RETAIL COMPOSITE 100 93 86 92 107 160
*$100 INVESTED IN STOCK OR IN INDEX AT THE CLOSING PRICE ON 1/29/93 - INCLUDING
REINVESTMENT OF DIVIDENDS. FISCAL YEAR ENDING JANUARY 31.
18
<PAGE>
PRINCIPAL HOLDERS OF VOTING SECURITIES
The following table sets forth the names of all persons who, on February 23,
1998, were known by the Company to be the beneficial owners (as defined in the
rules of the Commission) of more than 5% of the shares of Common Stock of the
Company:
<TABLE>
<CAPTION>
AMOUNT
BENEFICIALLY PERCENT OF
NAME AND ADDRESS OF BENEFICIAL OWNER OWNED CLASS
- ------------------------------------ ------------ ----------
<S> <C> <C>
Leslie H. Wexner........................................ 66,806,417 24.5%
Three Limited Parkway
P.O. Box 16000
Columbus, Ohio 43216
The Capital Group Companies, Inc.(1).................... 29,618,970 7.6%
33 South Hope Street
Los Angeles, California 90071
FMR Corp.(2)............................................ 14,400,146 5.3%
82 Devonshire Street
Boston, Massachusetts 02109-3614
</TABLE>
- --------
(1) The Capital Group Companies, Inc. ("Capital") is the parent holding
company of a group of investment management companies that hold investment
power and, in some cases, voting power over the securities reported in
their Schedule 13Gs. The investment management companies, which include a
"bank" as defined in Section 3(a)(6) of the Securities Exchange Act of
1934 (the "Act") and several investment advisors registered under Section
203 of the Investment Advisors Act of 1940, provide investment advisory
and management services for their respective clients which include
registered investment companies and institutional accounts. Capital does
not have investment power or voting power over any of the securities
mentioned herein; however, Capital may be deemed to beneficially own such
securities by virtue of Rule 13d-3 under the Act.
(2) FMR Corp., Edward C. Johnson 3d, Abigail P. Johnson and certain
subsidiaries of FMR Corp. may be deemed to be members of a "group" as such
term is defined in the rules promulgated by the Commission. The FMR Group
is the beneficial holder of the Company's Common Stock as a result of the
investment-related activities of certain subsidiaries of FMR Corp. Members
of the Edward C. Johnson 3d family and trusts for their benefit are the
predominant owners of Class B shares of common stock of FMR Corp.
representing approximately 49% of its voting power. Mr. Johnson 3d, the
chairman of FMR Corp., owns 12% of the aggregate outstanding voting stock
of FMR Corp. and Ms. Johnson, a director of FMR Corp., owns 24.5% of the
aggregate outstanding voting stock of FMR Corp.
19
<PAGE>
PROPOSAL TO APPROVE ADOPTION OF THE 1998 RESTATEMENT
OF THE 1993 STOCK OPTION AND PERFORMANCE INCENTIVE PLAN
Subject to stockholder approval, the Company's Board of Directors has
adopted the 1998 Restatement of the 1993 Stock Option and Performance
Incentive Plan (1997 Restatement) (the "Stock Plan"). The only changes made to
the Stock Plan from its predecessors are to increase by 12,000,000 the number
of shares of Common Stock that may be subject to awards granted under the
Stock Plan and to provide that it will expire on May 19, 2007. The following
summary of the material terms of the Stock Plan, a copy of which is attached
hereto as Exhibit A, does not purport to be complete and is qualified in its
entirety by the terms of the Stock Plan.
PURPOSE OF PLAN.
The purpose of the Stock Plan is to attract and retain the best available
executive and key management associates for the Company and its subsidiaries
and to encourage the highest level of performance by such associates, thereby
enhancing the value of the Company for the benefit of its stockholders. The
Stock Plan is also intended to motivate executive and key management
associates to contribute to the Company's future growth and profitability and
to reward their performance in a manner that provides them with a means to
increase their holdings of the Common Stock of the Company and aligns their
interests with the interests of the stockholders of the Company.
ADMINISTRATION OF THE STOCK PLAN.
The Stock Plan will be administered by a committee of two or more members of
the Company's Board of Directors (the "Plan Committee"). The Plan Committee
will be composed of directors who qualify as "non-employee directors" within
the meaning of the Securities and Exchange Act of 1934, as amended (the
"Exchange Act"), and as "outside directors" within the meaning of Section
162(m) of the Code. The Plan Committee has the power in its discretion to
grant awards under the Stock Plan, to determine the terms thereof, to
interpret the provisions of the Stock Plan and to take action as it deems
necessary or advisable for the administration of the Stock Plan.
NUMBER OF AUTHORIZED SHARES.
The Stock Plan provides for awards with respect to a maximum of 29,298,225
shares of Common Stock to associates of the Company and its subsidiaries
(composed of 12,000,000 shares for which stockholder approval is being
requested plus 17,298,225 previously authorized shares). Corresponding Tax
Offset Payments (as hereinafter defined) also may be awarded at the discretion
of the Plan Committee. The number and class of shares available under the
Stock Plan and/or subject to outstanding awards may be adjusted by the Plan
Committee to prevent dilution or enlargement of rights in the event of various
changes in the capitalization of the Company. Shares of Common Stock
attributable to: (i) unexercised Options (as hereinafter defined) which expire
or are terminated, surrendered or canceled (other than in connection with the
exercise of stock appreciation rights ("SARs"); (ii) shares of Common Stock of
the Company subject to certain restrictions ("Restricted Shares") which are
forfeited to the Company; (iii) units representing shares of Common Stock
("Performance Shares") and units which do not represent shares of Common Stock
but which may be paid in Common Stock ("Performance Units") which are not
earned and paid; and (iv) awards settled in cash in lieu of shares of Common
Stock, may be available for subsequent award under the Stock Plan at the Plan
Committee's discretion to the extent permissible under Rule 16b-3 of the
Exchange Act.
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ELIGIBILITY AND PARTICIPATION.
Eligibility to participate in the Stock Plan is limited to the named
executive officers and full-time executive and key management associates of
the Company and its subsidiaries who are selected by the Plan Committee.
Currently, approximately 8,000 associates of the Company and its subsidiaries
are within the classes eligible to participate in the Stock Plan. The Company
anticipates that approximately 10% of those eligible will participate in the
Stock Plan. Participation in the Stock Plan is at the discretion of the Plan
Committee and shall be based upon the associate's present and potential
contributions to the success of the Company and its subsidiaries and such
other factors as the Plan Committee deems relevant. No associate may be
granted in any calendar year awards covering more than 2,000,000 shares of
Common Stock.
TYPE OF AWARDS UNDER THE STOCK PLAN.
The Stock Plan provides that the Plan Committee may grant awards to eligible
associates in any of the following forms, subject to such terms, conditions
and provisions as the Plan Committee may determine to be necessary or
desirable: (i) incentive stock options ("ISOs"); (ii) nonstatutory stock
options ("NSOs"); (iii) SARs; (iv) Restricted Shares; (v) Performance Shares;
(vi) Performance Units; (vii) shares of unrestricted Common Stock
("Unrestricted Shares"); and (viii) tax offset payments ("Tax Offset
Payments").
GRANT OF OPTIONS AND SARS.
The Plan Committee may award ISOs and/or NSOs (collectively, "Options") to
eligible associates. SARs may be awarded either in tandem with Options
("Tandem SARs") or on a stand-alone basis ("Nontandem SARs"). Tandem SARs may
be awarded by the Plan Committee either at the time the related Option is
granted or thereafter at any time prior to the exercise, termination or
expiration of the related Option.
EXERCISE PRICE.
The exercise price with respect to an Option is determined by the Plan
Committee at the time of grant. The exercise price determined with respect to
an Option shall also be applicable in connection with the exercise of any
Tandem SAR granted with respect to such Option. At the time of grant of a
Nontandem SAR, the Plan Committee will specify the base price of the shares of
Common Stock to be issued for determining the amount of cash or number of
shares of Common Stock to be distributed upon the exercise of such Nontandem
SAR. Neither the exercise price per share of Common Stock nor the base price
of Nontandem SARs will be less than 100% of the fair market value per share of
the Common Stock underlying the award on the date of grant. Information as to
awards granted under the Stock Plan to named executives, officers and other
participants is set forth in the table below.
VESTING.
The Plan Committee may determine at the time of grant and any time
thereafter the terms under which Options and SARs shall vest and become
exercisable.
SPECIAL LIMITATIONS ON ISOS.
No ISO may be granted to an associate who owns, at the time of the grant,
stock representing more than 10% of the total combined voting power of all
classes of stock of the Company or its subsidiaries (a "10% Shareholder"),
unless the exercise price per share of Common Stock for the shares subject to
such ISO is at
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least 110% of the fair market value per share of Common Stock on the date of
grant and such ISO award is not exercisable more than five years after its
date of grant. In addition, the total fair market value of shares of Common
Stock subject to ISOs which are exercisable for the first time by an eligible
associate in a given calendar year shall not exceed $100,000, valued as of the
date of the ISOs' grant. ISOs may not be granted more than ten years after the
date of adoption of the Stock Plan by the Company's Board of Directors.
EXERCISE OF OPTIONS AND SARS.
An Option may be exercised by written notice to the Plan Committee stating
the number of shares of Common Stock with respect to which the Option is being
exercised, and tendering payment therefor. The Plan Committee may, at its
discretion, accept shares of Common Stock as payment (valued at their fair
market value on the date of exercise).
Tandem SARs are exercisable only to the extent that the related Option is
exercisable and only for the period determined by the Plan Committee (which
period may expire prior to the expiration date of the related Option). Upon
the exercise of all or a portion of Tandem SARs, the related Option shall be
canceled with respect to an equal number of shares of Common Stock. Similarly,
upon exercise of all or a portion of an Option, the related Tandem SARs shall
be canceled with respect to an equal number of shares of Common Stock.
Nontandem SARs shall be exercisable for the period determined by the Plan
Committee.
SURRENDER OR EXCHANGE OF SARS.
Upon the surrender of a Tandem SAR and cancellation of the related
unexercised Option, the associate will be entitled to receive shares of Common
Stock having an aggregate fair market value equal to (A) the excess of (i) the
fair market value of one share of Common Stock as of the date the Tandem SAR
is exercised over (ii) the exercise price per share specified in such Option,
multiplied by (B) the number of shares of Common Stock subject to the Option,
or portion thereof, which is surrendered. Upon surrender of a Nontandem SAR,
the associate will be entitled to receive shares of Common Stock having an
aggregate fair market value equal to (A) the excess of (i) the fair market
value of one share of Common Stock as of the date on which the Nontandem SAR
is exercised over (ii) the base price of the shares covered by the Nontandem
SAR multiplied by (B) the number of shares of Common Stock covered by the
Nontandem SAR, or the portion thereof being exercised. The Plan Committee, in
its discretion, may cause all or any portion of the Company's obligation to an
associate in respect of the exercise of an SAR to be satisfied in cash in lieu
of Common Stock. Any fractional shares resulting from the exercise of an SAR
will be paid in cash.
NONTRANSFERABILITY OF OPTIONS AND SARS.
Options and SARs are not transferable except by will or applicable laws of
descent and distribution.
EXPIRATION OF OPTIONS.
Options will expire at such time as the Plan Committee determines; provided,
however, that no Option may be exercised more than ten years from the date of
grant, unless an ISO is held by a 10% Shareholder, in which case such ISO may
not be exercised more than five years from the date of grant.
TERMINATION OF OPTIONS AND SARS.
Except as the Plan Committee may at any time provide, Options and SARs may
be exercised within three months after the termination of an associate's
employment (other than by death or total disability), to the extent
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then exercisable, but in no case later than the term specified in the grant.
Except as the Plan Committee may at anytime provide, upon the death or total
disability of an associate while employed by the Company or its subsidiaries
(or upon the death of an associate within three months after termination of
employment), Options and SARs, to the extent then exercisable, shall remain
exercisable for (i) one year following such associate's death or (ii) during
the first nine months that the associate receives benefits under the Company's
Long-Term Disability Plan.
RESTRICTED SHARES.
Restricted Shares granted to associates under the Stock Plan may not be
sold, transferred, pledged or otherwise encumbered or disposed of during the
restricted period established by the Plan Committee. The Plan Committee may
also impose additional restrictions on the associate's right to dispose of or
to encumber Restricted Shares, which may include satisfaction of performance
objectives. Performance objectives under the Stock Plan will be determined by
the Plan Committee and will be based on any one or more of the following:
price of Company Common Stock or the stock of any affiliate, shareholder
return, return on equity, return on investment, return on capital, sales
productivity, comparable store sales growth, economic profit, economic value
added, net income, operating income, gross margin, sales, free cash flow,
earnings per share, operating company contribution or market share. These
factors shall have a minimum performance standard below which, and a maximum
performance standard above which, no payments will be made. These performance
goals may be based on an analysis of historical performance and growth
expectations for the business, financial results of other comparable
businesses, and progress towards achieving the long-range strategic plan for
the business. These performance goals and determination of results shall be
based entirely on financial measures. The Committee may not use any discretion
to modify award results except as permitted under Section 162(m) of the Code.
Except as the Plan Committee may at any time provide, holders of Restricted
Shares may not exercise the rights of a shareholder, such as the right to vote
the shares or receive dividends and other distributions, prior to the vesting
of the shares.
Except as the Plan Committee may at any time provide, upon termination of
the associate's employment with the Company, Restricted Shares granted to such
associate shall be forfeited.
PERFORMANCE SHARES AND PERFORMANCE UNITS.
The Plan Committee may award to associates Performance Shares, each
equivalent to one share of Common Stock, and Performance Units which will have
a specified value or formula-based value at the end of a performance period.
Performance Shares and Performance Units so awarded will be credited to an
account established and maintained for the associate. The Plan Committee shall
determine performance periods and performance objectives in connection with
each grant of Performance Shares or Performance Units.
Vesting of awards of Performance Shares and Performance Units will occur
upon achievement of the applicable objectives within the applicable
performance period. The Plan Committee may, at its discretion, permit vesting
in the event performance objectives are partially met, or grant additional
vested Performance Shares or Performance Units in the event performance
objectives are surpassed. Payment of vested Performance Shares and Performance
Units may be made in cash, Common Stock or any combination thereof, as
determined by the Plan Committee.
No voting or dividend rights attach to the Performance Shares; however, the
Plan Committee may credit an associate's Performance Share account with
additional Performance Shares equivalent to the fair market value of any
dividends on an equivalent number of shares of Common Stock.
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UNRESTRICTED SHARES.
Unrestricted Shares may also be granted at the discretion of the Plan
Committee. Except as required by applicable law, no payment will be required
for Unrestricted Shares.
TAX WITHHOLDING AND TAX OFFSET PAYMENTS.
The Plan Committee may require payment, or withhold payments made by the
Stock Plan, in order to satisfy applicable withholding tax requirements. The
Plan Committee may make Tax Offset Payments to assist associates in paying
income taxes incurred as a result of their participation in the Stock Plan.
The amount of the Tax Offset Payments shall be determined by multiplying a
percentage (established by the Plan Committee) by all or a portion of the
taxable income recognized by an associate upon: (i) the exercise of an NSO or
an SAR; (ii) the disposition of shares received upon exercise of an ISO; (iii)
the lapse of restrictions on Restricted Shares; (iv) the award of Unrestricted
Shares; or (v) payments for Performance Shares or Performance Units.
TERM OF STOCK PLAN.
Unless earlier terminated by the Company's Board of Directors, the Stock
Plan will terminate on May 19, 2007.
AMENDMENT AND TERMINATION.
The Company's Board of Directors may suspend, amend, modify or terminate the
Stock Plan; provided, however, that the Company's stockholders shall be
required to approve any amendment that would materially increase the aggregate
number of shares issuable under the Stock Plan except for anti-dilution
adjustments permitted by the Stock Plan.
Awards granted prior to a termination of the Stock Plan shall continue in
accordance with their terms following such termination. No amendment,
suspension or termination of the Stock Plan shall adversely affect the rights
of an associate in awards previously granted without such associate's consent.
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Set forth below is a summary of the awards that were made in respect of
fiscal 1997 pursuant to the predecessor to the Stock Plan.
1997 RESTATEMENT OF THE 1993 STOCK OPTION AND
PERFORMANCE INCENTIVE PLAN TABLE
<TABLE>
<CAPTION>
NAME AND POSITION NUMBER OF UNITS
- ----------------- ---------------
<S> <C>
Leslie H. Wexner, Chairman of the Board, Chief Executive
Officer and President........................................ 1,600,000(1)
-- (2)
Kenneth B. Gilman, Vice Chairman and Chief Administrative
Officer...................................................... 500,000(1)
319,750(2)
Arnold F. Kanarick, Executive Vice President and Chief Human
Resources Officer............................................ 250,000(1)
150,000(2)
Martin Trust, President and Chief Executive Officer of Mast
Industries, Inc. ............................................ 300,000(1)
200,000(2)
V. Ann Hailey, Executive Vice President and Chief Financial
Officer...................................................... 25,000(1)
42,500(2)
All Executive Officers as a Group............................. 2,675,000(1)
712,250(2)
All Current Directors Who are Not Executive Officers as a
Group........................................................ -- (1)
-- (2)
All Associates Other than Executive Officers as a Group....... 4,594,000(1)
1,427,665(2)
</TABLE>
- --------
(1) Consists of options granted to purchase shares of the Company's Common
Stock. As of April 1, 1998, the fair market value of a share of the
Company's Common Stock was $29.125.
(2) Consists of restricted shares of the Company's Common Stock which will
generally vest under the schedule described in footnote 3 to the Summary
Compensation Table, in each case subject to the holder's continued
employment with the Company.
FEDERAL INCOME TAX CONSEQUENCES.
Stock Options.
There will be no federal income tax consequences to the associate or the
Company upon the grant of either an ISO or an NSO under the Stock Plan. Upon
exercise of an NSO, an associate generally will recognize ordinary income in
an amount equal to (i) the fair market value, on the date of exercise, of the
acquired shares of Common Stock; less (ii) the exercise price of the NSO.
Subject to Section 162(m) of the Code and the associate including such
compensation in income or the Company satisfying applicable reporting
requirements, the Company will be entitled to a tax deduction in the same
amount.
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Upon the exercise of an ISO, an associate recognizes no immediate taxable
income. Income recognition is deferred until the associate sells the shares of
Common Stock. If the ISO is exercised no later than three months after the
termination of the associate's employment, and the associate does not dispose
of the shares acquired pursuant to the exercise of the ISO within two years
from the date the ISO was granted and within one year after the exercise of
the ISO, the gain on the sale will be treated as long-term capital gain.
Certain of these holding periods and employment requirements are liberalized
in the event of an associate's death or disability while employed by the
Company. The Company is not entitled to any tax deduction with respect to the
grant or exercise of ISOs, except that if the Common Stock is not held for the
full term of the holding period outlined above, the gain on the sale of such
Common Stock, being the lesser of: (i) the fair market value of the Class A
Common Stock on the date of exercise minus the option price or (ii) the amount
realized on disposition minus the exercise price, will be taxed to the
associate as ordinary income and, subject to Section 162(m) of the Code and
the associate including such compensation in income and the Company satisfying
applicable reporting requirements, the Company will be entitled to a deduction
in the same amount. The excess of the fair market value of the Common Stock
acquired upon exercise of an ISO over the exercise price therefor constitutes
a tax preference item for purposes of computing the "alternative minimum tax"
under the Code.
Special rules, summarized below, may apply to associates who are subject to
Section 16 of the Exchange Act.
Stock Appreciation Rights.
There will be no federal income tax consequences to either the associate or
the Company upon the grant of an SAR. However, the associate generally will
recognize ordinary income upon the exercise of an SAR in an amount equal to
the aggregate amount of cash and the fair market value of the shares of Common
Stock received upon exercise. Subject to Section 162(m) of the Code and the
associate including such compensation in income and the Company satisfying
applicable reporting requirements, the Company will be entitled to a deduction
equal to the amount includible in the associate's income.
Special rules, summarized below, may apply to associates who are subject to
Section 16 of the Exchange Act.
Restricted Shares.
There will be no federal income tax consequences to either the associate or
the Company upon the grant of Restricted Shares until expiration of the
restricted period and the satisfaction of any other conditions applicable to
the Restricted Shares. At that time, the associate generally will recognize
taxable income equal to the then fair market value for the Class A Common
Stock and, subject to Section 162(m) of the Code and the associate including
such compensation in income and the Company satisfying applicable reporting
requirements, the Company will be entitled to a corresponding deduction.
However, the associate may elect, within thirty days after the date of the
grant, to recognize ordinary income as of the date of grant and the Company
will be entitled to a corresponding deduction at that time.
Special rules, summarized below, may apply to associates who are subject to
Section 16 of the Exchange Act.
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Performance Shares and Units.
There will be no federal income tax consequences to the associate or the
Company upon the grant of Performance Shares or Performance Units. Associates
generally will recognize taxable income at the time when payment for the
Performance Shares or Performance Units is received in an amount equal to the
aggregate amount of cash and the fair market value of shares of Common Stock
acquired. Subject to Section 162(m) of the Code, and the associate including
such compensation in income and the Company satisfying applicable reporting
requirements, the Company will be entitled to a deduction equal to the amount
includible in the associate's income.
Special rules, summarized below, may apply to associates who are subject to
Section 16 of the Exchange Act.
Unrestricted Shares.
Associates generally will recognize taxable income at the time Unrestricted
Shares are received. Subject to Section 162(m) of the Code and the associate
including such compensation in income and the Company satisfying applicable
reporting requirements, the Company will be entitled to a deduction equal to
the amount includible in the associate's income.
Special rules, summarized below, may apply to associates who are subject to
Section 16 of the Exchange Act.
Section 16 of the Exchange Act.
Associates who are subject to Section 16 of the Exchange Act and receive
shares of Common Stock under the Stock Plan will not recognize ordinary income
at that time unless (i) an election is made by such associate under Section
83(b) of the Code or (ii) the sale of such shares by such associate at a
profit is no longer subject to Section 16(b) of the Exchange Act (generally
(1) in the case of options, six months following the date of grant of the
option to which the shares relate and (2) otherwise, six months after the
receipt of shares). Such associate will instead recognize ordinary income
equal to the fair market value of such shares received (less the price paid
for the shares, if any) on the first day that such a sale is no longer subject
to Section 16(b) of the Exchange Act and, subject to Section 162(m) of the
Code, the Company or an affiliate generally will be entitled to a deduction of
an equal amount for federal income tax purposes at that time provided that
applicable tax withholding requirements are satisfied. An associate subject to
Section 16 of the Exchange Act may elect under Section 83(b) of the Code,
within 30 days of the transfer of such shares, to recognize income at the time
of transfer equal to the difference between the price paid for such shares, if
any, and the fair market value of such shares. Such amount will be taxed as
ordinary income to the associate and, subject to Section 162(m) of the Code
and satisfaction of applicable withholding requirements, generally will be
allowed as a deduction for federal income tax purposes to the Company.
REQUIRED VOTE.
Approval of the Stock Plan requires the affirmative vote of a majority of
the total voting power represented by outstanding shares of Common Stock
present or represented at the Annual Meeting and entitled to vote.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR APPROVAL OF THE STOCK PLAN.
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STOCKHOLDER PROPOSAL
STOCKHOLDER PROPOSAL: EXECUTIVE COMPENSATION.
The following proposal and supporting statement have been submitted by the
Amalgamated Bank of New York LongView Collective Investment Fund, 11-15 Union
Square, New York, NY, 10003, which owns 74,471 shares of Company stock:
RESOLVED: That the shareholders of The Limited, Inc. request the Board of
Directors to adopt executive compensation policies that emphasize and reward
executives for enforcing standards seeking to ensure that The Limited does not
do business with foreign suppliers who manufacture items for sale in the
United States using forced labor, convict labor, or illegal child labor, or
who fail to satisfy all applicable laws and standards protecting their
employees' wages, benefits, working conditions, freedom of association, and
other rights.
SUPPORTING STATEMENT
As U.S. companies import more goods, concern is growing about working
conditions in many nations that fall far below basic standards of fair and
humane treatment. Several years ago, a controversy arose after reports that
goods made by convicts in Chinese prisons were being imported into the United
States for sale to consumers. The Tariff Act of 1930 makes it illegal to
import any goods made by forced labor, including convict labor. China's use of
prison labor and its record on human rights generally were issues in the
debate about whether China should enjoy "most favored nation" trading status
with the United States.
Public concern has also been voiced following reports that retail items were
manufactured using illegal child labor, unsafe and unhealthy working
conditions, and similar conditions. In April 1997, the White House Apparel
Industry Partnership, which President Clinton appointed to make
recommendations on this topic, submitted a report outlining a Workplace Code
of Conduct and Principles of Monitoring for the apparel and footwear industry.
Those standards, if implemented comprehensively and diligently, are intended
to eliminate poor working conditions in the U.S. and abroad.
The Limited imports many goods into this country, and we believe that an
important measure of executive compensation should be the extent to which
executives ensure that strict standards are enforced in this area. Lack of
vigilance can be damaging to a company, in our judgment. For example, there
are subterfuges that suppliers can use to import goods made by forced labor
into the United States. Also, reports that an overseas supplier exploits its
workers can generate a consumer backlash and damage the reputation of
companies selling retail goods made by that supplier. Finally, when the
federal government enforces applicable trade laws, it may hold companies
liable for actions of their suppliers.
Indeed, after this resolution was submitted last year, a federal judge
unsealed a False Claims Act case filed against The Limited and certain
subsidiaries, who are alleged to have submitted false records to the U.S.
Customs Service to make it appear that apparel manufactured in China had been
made in Hong Kong. Potential liability is in the millions.
In our view, it is not adequate simply to have standards forbidding The
Limited's overseas suppliers from using forced labor, illegal child labor or
similar practices. An executive compensation policy that places a premium on
enforcement of those standards is, we believe, essential.
WE URGE YOU TO VOTE FOR THIS RESOLUTION!
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RECOMMENDATION OF THE BOARD OF DIRECTORS AGAINST THE STOCKHOLDER PROPOSAL.
The Board of Directors believes that the Stockholder Proposal is unnecessary
and inappropriate as a matter of compensation policy and therefore recommends
a vote AGAINST the Proposal.
The Limited takes very seriously its responsibility to conduct business in
accordance with high ethical standards. It is a recognized leader within the
retail industry in developing and implementing practices intended to ensure
that its vendors and suppliers--both foreign and domestic--comply with
applicable laws and conduct their operations in a manner that respects the
basic human rights of their employees. As recently as February 1998, the
United States Secretary of Labor publicly praised The Limited for its "anti-
sweatshop" policies and programs. In addition, The Limited was identified by
the United States Department of Labor (the "DOL") as one of only 31 companies
included on the DOL's most recent "Trendsetter List" of companies that,
according to a DOL News Release, ". . . demonstrate a commitment to labor
laws; cooperate with law enforcement agencies when violations of the law are
found; educate suppliers regarding the Fair Labor Standards Act; and regularly
monitor their cutting and sewing contractors and subcontractors." The Limited
also regularly participates in the activities of various governmental and non-
governmental groups addressing labor standards.
In 1994, The Limited adopted a formal vendor compliance policy setting forth
a code of conduct for The Limited's vendors and suppliers with respect to
labor standards. Based on its experience under the 1994 policy, in 1997 The
Limited adopted a new, comprehensive policy statement with respect to these
matters (the "Policy") strengthening the requirements imposed on The Limited's
vendors and suppliers. Under the Policy, all of the Company's vendors and
suppliers must agree in writing to adhere to the Policy's requirements. In
addition, the Company has adopted various monitoring and certification
procedures (including the use of audit teams to conduct spot checks) intended
to ensure, to the extent practicable, that suppliers adhere to those
requirements.
As is the case with all of the Company's policies, executive officers and
employees are required to adhere to the Policy. Furthermore, compliance with
the Company's policies is considered in connection with executive officer
compensation decisions.
In addition to being unnecessary, the Board of Directors believes that the
Proposal--which could serve to elevate one set of issues above others in
connection with compensation decisions--is not in the best interests of
stockholders. Compensation policies for The Limited's executive officers
generally are established and administered by the Compensation Committee of
the Board of Directors. The Compensation Committee, which is comprised solely
of independent, non-employee Directors, is charged with establishing executive
compensation policies intended to promote the interests of the Company and its
stockholders and, in particular, to develop compensation packages intended to
enhance stockholder value. While recognizing the importance of the issues
addressed by the Proposal, the Board of Directors believes that The Limited's
stockholders are best served if directors, including the members of the
Compensation Committee, are free to exercise their own business judgment as to
compensation matters without the imposition of specific criteria--binding or
otherwise--from one or more of The Limited's various constituencies with
particular political, social or other agendas.
The Board of Directors believes that the overwhelming majority of the
Company's stockholders agree with the Board's views. In 1997, a proposal
identical to the Proposal was submitted to stockholders, and fewer than 4% of
the Company's stockholders voted for its approval.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST THE STOCKHOLDER PROPOSAL.
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INDEPENDENT PUBLIC ACCOUNTANTS
During the Company's 1997 fiscal year, Coopers & Lybrand L.L.P. served as
the Company's independent public accountants and in that capacity rendered an
opinion on the Company's consolidated financial statements as of and for the
fiscal year ended January 31, 1998. The Company annually reviews the selection
of its independent public accountants; no selection has yet been made for the
current fiscal year.
Representatives of Coopers & Lybrand are expected to be present at the
Annual Meeting. They will be available to respond to appropriate questions and
may make a statement if they so desire.
OTHER MATTERS
The Board of Directors knows of no other matters to be brought before the
Annual Meeting. However, if other matters should come before the meeting, it
is the intention of each of the persons named in the proxy to vote in
accordance with his judgment on such matters.
STOCKHOLDER PROPOSALS
Any proposals of stockholders which are intended to be presented at the next
Annual Meeting of Stockholders, but which are not received by the Secretary of
the Company at the principal executive offices of the Company on or before
December 21, 1998, may be omitted by the Company from the Proxy Statement and
form of proxy relating to that meeting.
EXPENSES OF SOLICITATION
The expense of preparing, assembling, printing and mailing the proxy form
and the form of material used in solicitation of proxies will be paid by the
Company. In addition to the use of the mails, solicitation may be made by
employees of the Company by telephone, mailgram, facsimile, telegraph, cable
and personal interview. The Company has retained Shareholder Communications
Corporation, New York, New York, to aid in the solicitation of proxies with
respect to shares held by brokerage houses, custodians, fiduciaries and other
nominees for a fee of approximately $32,000, plus expenses. The Company does
not expect to pay any other compensation for the solicitation of proxies.
By Order of the Board of Directors
/s/ Leslie H. Wexner
Leslie H. Wexner
Chairman of the Board
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EXHIBIT A
THE LIMITED, INC.
1993 STOCK OPTION AND PERFORMANCE INCENTIVE PLAN
(1998 RESTATEMENT)
ARTICLE 1
Establishment and Purpose
1.1 Establishment and Effective Date. The Limited, Inc., a Delaware
corporation (the "Company"), hereby establishes a stock incentive plan to be
known as "The Limited, Inc. 1993 Stock Option and Performance Incentive Plan
(1998 Restatement)" (the "Plan"). The Plan shall become effective on March 19,
1998, subject to the approval of the Company's stockholders at the 1998 Annual
Meeting. Upon approval by the Board of Directors of the Company (the "Board"),
awards may be made as provided herein, subject to stockholder approval.
1.2 Purpose. The Company desires to attract and retain the best available
executive and key management associates for itself and its subsidiaries and to
encourage the highest level of performance by such associates in order to
serve the best interests of the Company and its stockholders. The Plan is
expected to contribute to the attainment of these objectives by offering
eligible associates the opportunity to acquire stock ownership interests in
the Company, and other rights with respect to stock of the Company, and to
thereby provide them with incentives to put forth maximum efforts for the
success of the Company and its subsidiaries.
ARTICLE 2
Awards
2.1 Form of Awards. Awards under the Plan may be granted in any one or all
of the following forms: (i) incentive stock options ("Incentive Stock
Options") meeting the requirements of Section 422 of the Internal Revenue Code
of 1986, as amended (the "Code"); (ii) nonstatutory stock options
("Nonstatutory Stock Options") (unless otherwise indicated, references in the
Plan to Options shall include both Incentive Stock Options and Nonstatutory
Stock Options); (iii) stock appreciation rights ("Stock Appreciation Rights"),
as described in Article 7, which may be awarded either in tandem with Options
("Tandem Stock Appreciation Rights") or on a stand-alone basis ("Nontandem
Stock Appreciation Rights"); (iv) shares of common stock of the Company
("Common Stock") which are restricted as provided in Article 11 ("Restricted
Shares"); (v) units representing shares of Common Stock, as described in
Article 12 ("Performance Shares"); (vi) units which do not represent shares of
Common Stock but which may be paid in the form of Common Stock, as described
in Article 13 ("Performance Units"); (vii) shares of unrestricted Common Stock
("Unrestricted Shares"); and (viii) tax offset payments ("Tax Offset
Payments"), as described in Article 15.
2.2 Maximum Shares Available. The maximum aggregate number of shares of
Common Stock available for award under the Plan is 29,298,225 subject to
adjustment pursuant to Article 16. In addition, Tax Offset Payments which may
be awarded under the Plan will not exceed the number of shares available for
issuance under the Plan. Shares of Common Stock issued pursuant to the Plan
may be either authorized but unissued shares or issued shares reacquired by
the Company. In the event that prior to the end of the period during which
Options may be granted under the Plan, any Option or any Nontandem Stock
Appreciation Right under the Plan
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expires unexercised or is terminated, surrendered or canceled (other than in
connection with the exercise of a Stock Appreciation Right) without being
exercised in whole or in part for any reason, or any Restricted Shares,
Performance Shares or Performance Units are forfeited, or if such awards are
settled in cash in lieu of shares of Common Stock, then such shares or units
may, at the discretion of the Committee (as defined below) to the extent
permissible under Rule 16b-3 under the Securities Exchange Act of 1934 (the
"Act"), be made available for subsequent awards under the Plan, upon such
terms as the Committee may determine.
2.3 Return of Prior Awards. As a condition to any subsequent award, the
Committee shall have the right, at its discretion, to require associates to
return to the Company awards previously granted under this Plan. Subject to
the provisions of this Plan, such new award shall be upon such terms and
conditions as are specified by the Committee at the time the new award is
granted to the extent permitted by Rule 16b-3 under the Act.
ARTICLE 3
Administration
3.1 Committee. The Plan shall be administered by a Committee (the
"Committee") appointed by the Board and consisting of not less than two (2)
members of the Board. Each member of the Committee shall be an "outside
director" (within the meaning of Section 162(m) of the Code) and a "non-
employee director" (within the meaning of Rule 16b-3(b)(3)(i) under the Act).
3.2 Powers of Committee. Subject to the express provisions of the Plan, the
Committee shall have the power and authority (i) to grant Options and to
determine the purchase price of the Common Stock covered by each Option, the
term of each Option, the number of shares of Common Stock to be covered by
each Option and any performance objectives or vesting standards applicable to
each Option; (ii) to designate Options as Incentive Stock Options or
Nonstatutory Stock Options and to determine which Options, if any, shall be
accompanied by Tandem Stock Appreciation Rights; (iii) to grant Tandem Stock
Appreciation Rights and Nontandem Stock Appreciation Rights and to determine
the terms and conditions of such rights; (iv) to grant Restricted Shares and
to determine the term of the restricted period and other conditions and
restrictions applicable to such shares; (v) to grant Performance Shares and
Performance Units and to determine the performance objectives, performance
periods and other conditions applicable to such shares or units; (vi) to grant
Unrestricted Shares; (vii) to determine the amount of, and to make, Tax Offset
Payments; and (viii) to determine the associates to whom, and the time or
times at which, Options, Stock Appreciation Rights, Restricted Shares,
Performance Shares, Performance Units and Unrestricted Shares shall be
granted.
3.3 Delegation. The Committee may delegate to one or more of its members or
to any other person or persons such ministerial duties as it may deem
advisable; provided, however, that the Committee may not delegate any of its
responsibilities hereunder if such delegation will cause (i) transactions
under the Plan to fail to comply with Section 16 of the Act or (ii) the
Committee to fail to qualify as "outside directors" under Section 162(m) of
the Code. The Committee may also employ attorneys, consultants, accountants or
other professional advisors and shall be entitled to rely upon the advice,
opinions or valuations of any such advisors.
3.4 Interpretations. The Committee shall have sole discretionary authority
to interpret the terms of the Plan, to adopt and revise rules, regulations and
policies to administer the Plan and to make any other factual determinations
which it believes to be necessary or advisable for the administration of the
Plan. All actions taken and interpretations and determinations made by the
Committee in good faith shall be final and binding upon the Company, all
associates who have received awards under the Plan and all other interested
persons.
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3.5 Liability; Indemnification. No member of the Committee, nor any person
to whom duties have been delegated, shall be personally liable for any action,
interpretation or determination made with respect to the Plan or awards made
thereunder, and each member of the Committee shall be fully indemnified and
protected by the Company with respect to any liability he or she may incur
with respect to any such action, interpretation or determination, to the
extent permitted by applicable law and to the extent provided in the Company's
Certificate of Incorporation and Bylaws, as amended from time to time.
ARTICLE 4
Eligibility
Awards shall be limited to executive and key management associates who are
regular, full-time associates of the Company and its present and future
subsidiaries. In determining the associates to whom awards shall be granted
and the number of shares to be covered by each award, the Committee shall take
into account the nature of the services rendered by such associates, their
present and potential contributions to the success of the Company and its
subsidiaries and such other factors as the Committee in its sole discretion
shall deem relevant. As used in this Plan, the term "subsidiary" shall mean
any corporation which at the time qualifies as a subsidiary of the Company
under the definition of "subsidiary corporation" set forth in Section 424(f)
of the Code, or any successor provision hereafter enacted. No associate may be
granted in any calendar year awards covering more than 2,000,000 shares of
Common Stock.
ARTICLE 5
Stock Options
5.1 Grant of Options. Options may be granted under this Plan for the
purchase of shares of Common Stock. Options shall be granted in such form and
upon such terms and conditions, including the satisfaction of corporate or
individual performance objectives and other vesting standards, as the
Committee shall from time to time determine.
5.2 Option Price. The option price of each Option to purchase Common Stock
shall be determined by the Committee at the time of the grant, but shall not
be less than 100 percent of the fair market value of the Common Stock subject
to such Option on the date of grant. The option price so determined shall also
be applicable in connection with the exercise of any Tandem Stock Appreciation
Right granted with respect to such Option.
5.3 Term of Options. The term of each Option granted under the Plan shall
not exceed ten (10) years from the date of grant, subject to earlier
termination as provided in Articles 9 and 10, except as otherwise provided in
Section 6.1 with respect to ten (10) percent stockholders of the Company.
5.4 Exercise of Options. An Option may be exercised, in whole or in part, at
such time or times as the Committee shall determine. The Committee may, in its
discretion, accelerate the exercisability of any Option at any time. Options
may be exercised by an associate by giving written notice to the Committee
stating the number of shares of Common Stock with respect to which the Option
is being exercised and tendering payment therefor. Payment for the Common
Stock issuable upon exercise of the Option shall be made in full in cash or by
certified check or, if the Committee, in its sole discretion, permits, in
shares of Common Stock (valued at fair market
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value on the date of exercise). As soon as reasonably practicable following
such exercise, a certificate representing the shares of Common Stock
purchased, registered in the name of the associate, shall be delivered to the
associate.
5.5 Cancellation of Stock Appreciation Rights. Upon exercise of all or a
portion of an Option, the related Tandem Stock Appreciation Rights shall be
canceled with respect to an equal number of shares of Common Stock.
ARTICLE 6
Special Rules Applicable to Incentive Stock Options
6.1 Ten Percent Stockholder. Notwithstanding any other provision of this
Plan to the contrary, no associate may receive an Incentive Stock Option under
the Plan if such associate, at the time the award is granted, owns (after
application of the rules contained in Section 424(d) of the Code) stock
possessing more than ten (10) percent of the total combined voting power of
all classes of stock of the Company or its subsidiaries, unless (i) the option
price for such Incentive Stock Option is at least 110 percent of the fair
market value of the Common Stock subject to such Incentive Stock Option on the
date of grant and (ii) such Option is not exercisable after the date five (5)
years from the date such Incentive Stock Option is granted.
6.2 Limitation on Grants. The aggregate fair market value (determined with
respect to each Incentive Stock Option at the time such Incentive Stock Option
is granted) of the shares of Common Stock with respect to which Incentive
Stock Options are exercisable for the first time by an associate during any
calendar year (under this Plan or any other plan of the Company or a
subsidiary) shall not exceed $100,000.
6.3 Limitations on Time of Grant. No grant of an Incentive Stock Option
shall be made under this Plan more than ten (10) years after the earlier of
the date of adoption of the Plan by the Board or the date the Plan is approved
by stockholders.
ARTICLE 7
Stock Appreciation Rights
7.1 Grants of Stock Appreciation Rights. Tandem Stock Appreciation Rights
may be awarded by the Committee in connection with any Option granted under
the Plan, either at the time the Option is granted or thereafter at any time
prior to the exercise, termination or expiration of the Option. Nontandem
Stock Appreciation Rights may also be granted by the Committee at any time. At
the time of grant of a Nontandem Stock Appreciation Right, the Committee shall
specify the number of shares of Common Stock covered by such right and the
base price of shares of Common Stock to be used in connection with the
calculation described in Section 7.4 below. The base price of a Nontandem
Stock Appreciation Right shall be not less than 100 percent of the fair market
value of a share of Common Stock on the date of grant. Stock Appreciation
Rights shall be subject to such terms and conditions not inconsistent with the
other provisions of this Plan as the Committee shall determine.
7.2 Limitations on Exercise. A Tandem Stock Appreciation Right shall be
exercisable only to the extent that the related Option is exercisable and
shall be exercisable only for such period as the Committee may
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determine (which period may expire prior to the expiration date of the related
Option). Upon the exercise of all or a portion of Tandem Stock Appreciation
Rights, the related Option shall be canceled with respect to an equal number
of shares of Common Stock. Shares of Common Stock subject to Options, or
portions thereof, surrendered upon exercise of a Tandem Stock Appreciation
Right, shall not be available for subsequent awards under the Plan. A
Nontandem Stock Appreciation Right shall be exercisable during such period as
the Committee shall determine.
7.3 Surrender or Exchange of Tandem Stock Appreciation Rights. A Tandem
Stock Appreciation Right shall entitle the associate to surrender to the
Company unexercised the related option, or any portion thereof, and to receive
from the Company in exchange therefor that number of shares of Common Stock
having an aggregate fair market value equal to (A) the excess of (i) the fair
market value of one (1) share of Common Stock as of the date the Tandem Stock
Appreciation Right is exercised over (ii) the option price per share specified
in such Option, multiplied by (B) the number of shares of Common Stock subject
to the Option, or portion thereof, which is surrendered. Cash shall be
delivered in lieu of any fractional shares.
7.4 Exercise of Nontandem Stock Appreciation Rights. The exercise of a
Nontandem Stock Appreciation Right shall entitle the associate to receive from
the Company that number of shares of Common Stock having an aggregate fair
market value equal to (A) the excess of (i) the fair market value of one (1)
share of Common Stock as of the date on which the Nontandem Stock Appreciation
Right is exercised over (ii) the base price of the shares covered by the
Nontandem Stock Appreciation Right, multiplied by (B) the number of shares of
Common Stock covered by the Nontandem Stock Appreciation Right, or the portion
thereof being exercised. Cash shall be delivered in lieu of any fractional
shares.
7.5 Settlement of Stock Appreciation Rights. As soon as is reasonably
practicable after the exercise of a Stock Appreciation Right, the Company
shall (i) issue, in the name of the associate, stock certificates representing
the total number of full shares of Common Stock to which the associate is
entitled pursuant to Section 7.3 or 7.4 hereof, and cash in an amount equal to
the fair market value, as of the date of exercise, of any resulting fractional
shares, and (ii) if the Committee causes the Company to elect to settle all or
part of its obligations arising out of the exercise of the Stock Appreciation
Right in cash pursuant to Section 7.6, deliver to the associate an amount in
cash equal to the fair market value, as of the date of exercise, of the shares
of Common Stock it would otherwise be obligated to deliver.
7.6 Cash Settlement. The Committee, in its discretion, may cause the Company
to settle all or any part of its obligation arising out of the exercise of a
Stock Appreciation Right by the payment of cash in lieu of all or part of the
shares of Common Stock it would otherwise be obligated to deliver in an amount
equal to the fair market value of such shares on the date of exercise.
ARTICLE 8
Nontransferability of Options and
Stock Appreciation Rights
No Option or Stock Appreciation Right may be transferred, assigned, pledged
or hypothecated (whether by operation of law or otherwise), except as provided
by will or the applicable laws of descent and distribution, and no Option or
Stock Appreciation Right shall be subject to execution, attachment or similar
process. Any attempted assignment transfer, pledge, hypothecation or other
disposition of an Option or a Stock Appreciation
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Right not specifically permitted herein shall be null and void and without
effect. An Option or Stock Appreciation Right may be exercised by an associate
only during his or her lifetime, or following his or her death pursuant to
Article 10.
ARTICLE 9
Termination of Employment
9.1 Exercise after Termination of Employment. Except as the Committee may at
any time provide, in the event that the employment of an associate to whom an
Option or Stock Appreciation Right has been granted under the Plan shall be
terminated (for reasons other than death or total disability), such Option or
Stock Appreciation Right may be exercised (to the extent that the associate
was entitled to do so at the termination of his employment) at any time within
three (3) months after such termination of employment.
9.2 Total Disability. In the event that an associate to whom an Option or
Stock Appreciation Right has been granted under the Plan shall become totally
disabled, except as the Committee may at anytime provide, such Option or Stock
Appreciation Right may be exercised at any time during the first nine (9)
months that the associate receives benefits under The Limited, Inc. Long-Term
Disability Plan (the "Disability Plan"). For purposes hereof, "total
disability" shall have the definition set forth in the Disability Plan, which
definition is hereby incorporated by reference.
ARTICLE 10
Death of Associate
If an associate to whom an Option or Stock Appreciation Right has been
granted under the Plan shall die while employed by the Company or one of its
subsidiaries or within three (3) months after the termination of such
employment, except as the Committee may at anytime provide, such Option or
Stock Appreciation Right may be exercised to the extent that the associate was
entitled to do so at the time of his or her death, by the associate's estate
or by the person who acquires the right to exercise such Option or Stock
Appreciation Right upon his or her death by bequest or inheritance. Such
exercise may occur at any time within one (1) year after the date of the
associate's death or such other period as the Committee may at anytime
provide, but in no case later than the date on which the Option or Stock
Appreciation Right terminates.
ARTICLE 11
Restricted Shares
11.1 Grant of Restricted Shares. The Committee may from time to time cause
the Company to grant Restricted Shares under the Plan to associates, subject
to such restrictions, conditions and other terms as the Committee may
determine.
11.2 Restrictions. At the time a grant of Restricted Shares is made, the
Committee shall establish a period of time (the "Restricted Period")
applicable to such Restricted Shares. Each grant of Restricted Shares may be
subject to a different Restricted Period. The Committee may, in its sole
discretion, at the time a grant is made, prescribe restrictions in addition to
or other than the expiration of the Restricted Period, including the
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satisfaction of corporate or individual performance objectives, which shall be
applicable to all or any portion of the Restricted Shares. Except with respect
to grants of Restricted Shares intended to qualify as performance-based
compensation for purposes of Section 162(m) of the Code, the Committee may
also, in its sole discretion, shorten or terminate the Restricted Period or
waive any other restrictions applicable to all or a portion of such Restricted
Shares. None of the Restricted Shares may be sold, transferred, assigned,
pledged or otherwise encumbered or disposed of during the Restricted Period or
prior to the satisfaction of any other restrictions prescribed by the
Committee with respect to such Restricted Shares.
11.3 Restricted Stock Certificates. If the Committee deems it necessary or
appropriate, the Company may issue, in the name of each associate to whom
Restricted Shares have been granted, stock certificates representing the total
number of Restricted Shares granted to the associate, provided that such
certificates bear an appropriate legend or other restriction on transfer. The
Secretary of the Company shall hold such certificates, properly endorsed for
transfer, for the associate's benefit until such time as the Restricted Shares
are forfeited to the Company, or the restrictions lapse.
11.4 Rights of Holders of Restricted Shares. Except as determined by the
Committee either at the time Restricted Shares are awarded or any time
thereafter prior to the lapse of the restrictions, holders of Restricted
Shares shall not have the right to vote such shares or the right to receive
any dividends with respect to such shares. All distributions, if any, received
by an associate with respect to Restricted Shares as a result of any stock
split-up, stock distribution, a combination of shares, or other similar
transaction shall be subject to the restrictions of this Article 11.
11.5 Forfeiture. Except as the Committee may at any time provide, any
Restricted Shares granted to an associate pursuant to the Plan shall be
forfeited if the associate terminates employment with the Company or its
subsidiaries prior to the expiration or termination of the Restricted Period
and the satisfaction of any other conditions applicable to such Restricted
Shares. Upon such forfeiture, the Secretary of the Company shall either cancel
or retain in its treasury the Restricted Shares that are forfeited to the
Company.
11.6 Delivery of Restricted Shares. Upon the expiration or termination of
the Restricted Period and the satisfaction of any other conditions prescribed
by the Committee, the restrictions applicable to the Restricted Shares shall
lapse and a stock certificate for the number of Restricted Shares with respect
to which the restrictions have lapsed shall be delivered, free of all such
restrictions, to the associate or the associate's beneficiary or estate, as
the case may be.
11.7 Performance-Based Objectives. At the time of the grant of Restricted
Shares to an associate, and prior to the beginning of the performance period
to which performance objectives relate, the Committee may establish
performance objectives based on any one or more of the following: price of
Company Common Stock or the stock of any affiliate, shareholder return, return
on equity, return on investment, return on capital, sales productivity,
comparable store sales growth, economic profit, economic value added, net
income, operating income, gross margin, sales, free cash flow, earnings per
share, operating company contribution or market share. These factors shall
have a minimum performance standard below which, and a maximum performance
standard above which, no payments will be made. These performance goals may be
based on an analysis of historical performance and growth expectations for the
business, financial results of other comparable businesses, and progress
towards achieving the long-range strategic plan for the business. These
performance goals and determination of results shall be based entirely on
financial measures. The Committee may not use any discretion to modify award
results except as permitted under Section 162(m) of the Code.
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ARTICLE 12
Performance Shares
12.1 Award of Performance Shares. For each Performance Period (as defined in
Section 12.2), Performance Shares may be granted under the Plan to such
associates of the Company and its subsidiaries as the Committee shall
determine. Each Performance Share shall be deemed to be equivalent to one (1)
share of Common Stock. Performance Shares granted to an associate shall be
credited to an account (a "Performance Share Account") established and
maintained for such associate.
12.2 Performance Period. "Performance Period" shall mean such period of time
as shall be determined by the Committee in its sole discretion. Different
Performance Periods may be established for different associates receiving
Performance Shares. Performance Periods may run consecutively or concurrently.
12.3 Right to Payment of Performance Shares. With respect to each award of
Performance Shares under this Plan, the Committee shall specify performance
objectives (the "Performance Objectives") which must be satisfied in order for
the associate to vest in the Performance Shares which have been awarded to him
or her for the Performance Period. If the Performance Objectives established
for an associate for the Performance Period are partially but not fully met,
the Committee may, nonetheless, in its sole discretion, determine that all or
a portion of the Performance Shares have vested. If the Performance Objectives
for a Performance Period are exceeded, the Committee may, in its sole
discretion, grant additional, full vested Performance Shares to the associate.
The Committee may also determine, in its sole discretion, that Performance
Shares awarded to an associate shall become partially or fully vested upon the
associate's death, total disability (as defined in Article 9) or retirement,
or upon the termination of the associate's employment prior to the end of the
Performance Period.
12.4 Payment for Performance Shares. As soon as practicable following the
end of a Performance Period, the Committee shall determine whether the
Performance Objectives for the Performance Period have been achieved (or
partially achieved to the extent necessary to permit partial vesting at the
discretion of the Committee pursuant to Section 12.3). If the Performance
Objectives for the Performance Period have been exceeded, the Committee shall
determine whether additional Performance Shares shall be granted to the
associate pursuant to Section 12.3. As soon as reasonably practicable after
such determinations, or at such later date as the Committee shall determine at
the time of grant, the Company shall pay to the associate an amount with
respect to each vested Performance Share equal to the fair market value of a
share of Common Stock on such payment date or, if the Committee shall so
specify at the time of grant, an amount equal to (i) the fair market value of
a share of Common Stock on the payment date less (ii) the fair market value of
a share of Common Stock on the date of grant of the Performance Share. Payment
shall be made entirely in cash, entirely in Common Stock (including Restricted
Shares) or in such combination of cash and Common Stock as the Committee shall
determine.
12.5 Voting and Dividend Rights. Except as the Committee may otherwise
provide, no associate shall be entitled to any voting rights, to receive any
dividends, or to have his or her Performance Share Account credited or
increased as a result of any dividends or other distribution with respect to
Common Stock. Notwithstanding the foregoing, within sixty (60) days from the
date of payment of a dividend by the Company on its shares of Common Stock,
the Committee, in its discretion, may credit an associate's Performance Share
Account with additional Performance Shares having an aggregate fair market
value equal to the dividend per share paid on the Common Stock multiplied by
the number of Performance Shares credited to his or her account at the time
the dividend was declared.
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ARTICLE 13
Performance Units
13.1 Award of Performance Units. For each Performance Period (as defined in
Section 12.2), Performance Units may be granted under the Plan to such
associates of the Company and its subsidiaries as the Committee shall
determine. The award agreement covering such Performance Units shall specify a
value for each Performance Unit or shall set forth a formula for determining
the value of each Performance Unit at the time of payment (the "Ending
Value"). If necessary to make the calculation of the amount to be paid to the
associate pursuant to Section 13.3, the Committee shall also state in the
award agreement the initial value of each Performance Unit (the "Initial
Value"). Performance Units granted to an associate shall be credited to an
account (a "Performance Unit Account") established and maintained for such
associate.
13.2 Right to Payment of Performance Units. With respect to each award of
Performance Units under this Plan, the Committee shall specify Performance
Objectives which must be satisfied in order for the associate to vest in the
Performance Units which have been awarded to him or her for the Performance
Period. If the Performance Objectives established for an associate for the
Performance Period are partially but not fully met, the Committee may,
nonetheless, in its sole discretion, determine that all or a portion of the
Performance Units have vested. If the Performance Objectives for a Performance
Period are exceeded, the Committee may, in its sole discretion, grant
additional, fully vested Performance Units to the associate. The Committee may
also determine, in its sole discretion, that Performance Units awarded to an
associate shall become partially or fully vested upon the associate's death,
total disability (as defined in Article 9) or retirement, or upon the
termination of employment of the associate by the Company.
13.3 Payment for Performance Units. As soon as practicable following the end
of a Performance Period, the Committee shall determine whether the Performance
Objectives for the Performance Period have been achieved (or partially
achieved to the extent necessary to permit partial vesting at the discretion
of the Committee pursuant to Section 13.2). If the Performance Objectives for
the Performance Period have been exceeded, the Committee shall determine
whether additional Performance Units shall be granted to the associate
pursuant to Section 13.2. As soon as reasonably practicable after such
determinations, or at such later date as the Committee shall determine, the
Company shall pay to the associate an amount with respect to each vested
Performance Unit equal to the Ending Value of the Performance Unit or, if the
Committee shall so specify at the time of grant, an amount equal to (i) the
Ending Value of the Performance Unit less (ii) the Initial Value of the
Performance Unit. Payment shall be made entirely in cash, entirely in Common
Stock (including Restricted Shares) or in such combination of cash and Common
Stock as the Committee shall determine.
ARTICLE 14
Unrestricted Shares
14.1 Award of Unrestricted Shares. The Committee may cause the Company to
grant Unrestricted Shares to associates at such time or times, in such amounts
and for such reasons as the Committee, in its sole discretion, shall
determine. No payment shall be required for Unrestricted Shares.
14.2 Delivery of Unrestricted Shares. The Company shall issue, in the name
of each associate to whom Unrestricted Shares have been granted, stock
certificates representing the total number of Unrestricted Shares granted to
the associate, and shall deliver such certificates to the associate as soon as
reasonably practicable after the date of grant or on such later date as the
Committee shall determine at the time of grant.
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ARTICLE 15
Tax Offset Payments
The Committee shall have the authority at the time of any award under this
Plan or anytime thereafter to make Tax Offset Payments to assist associates in
paying income taxes incurred as a result of their participation in this Plan.
The Tax Offset Payments shall be determined by multiplying a percentage
established by the Committee by all or a portion (as the Committee shall
determine) of the taxable income recognized by an associate upon (i) the
exercise of a Nonstatutory Stock Option or a Stock Appreciation Right, (ii)
the disposition of shares received upon exercise of an Incentive Stock Option,
(iii) the lapse of restrictions on Restricted Shares, (iv) the award of
Unrestricted Shares, or (v) payments for Performance Shares or Performance
Units. The percentage shall be established, from time to time, by the
Committee at that rate which the Committee, in its sole discretion, determines
to be appropriate and in the best interests of the Company to assist
associates in paying income taxes incurred as a result of the events described
in the preceding sentence. Tax Offset Payments shall be subject to the
restrictions on transferability applicable to Options and Stock Appreciation
Rights under Article 8.
ARTICLE 16
Adjustment Upon Changes in Capitalization
Notwithstanding any other provision of the Plan, the Committee may at any
time make or provide for such adjustments to the Plan, to the number and class
of shares available thereunder or to any outstanding Options, Stock
Appreciation Rights, Restricted Shares or Performance Shares as it shall deem
appropriate to prevent dilution or enlargement of rights, including
adjustments in the event of changes in the number of shares of outstanding
Common Stock by reason of stock dividends, extraordinary cash dividends,
split-ups, recapitalizations, mergers, consolidations, combinations or
exchanges of shares, separations, reorganizations, liquidations and the like.
ARTICLE 17
Amendment and Termination
The Board may suspend, terminate, modify or amend the Plan, provided that
any amendment that would materially increase the aggregate number of shares
which may be issued under the Plan shall be subject to the approval of the
Company's stockholders, except that any such increase or modification that may
result from adjustments authorized by Article 16 does not require such
approval. If the Plan is terminated, the terms of the Plan shall,
notwithstanding such termination, continue to apply to awards granted prior to
such termination. No suspension, termination, modification or amendment of the
Plan may, without the consent of the associate to whom an award shall
theretofore have been granted, adversely affect the rights of such associate
under such award.
ARTICLE 18
Written Agreement
Each award of Options, Stock Appreciation Rights, Restricted Shares,
Performance Shares, Performance Units, Unrestricted Shares and Tax Offset
Payments shall be evidenced by a written agreement, executed by the
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associate and the Company, and containing such restrictions, terms and
conditions, if any, as the Committee may require. In the event of any conflict
between a written agreement and the Plan, the terms of the Plan shall govern.
ARTICLE 19
Miscellaneous Provisions
19.1 Fair Market Value. "Fair market value" for purposes of this Plan shall
be the closing price of the Common Stock as reported on the principal exchange
on which the shares are listed for the date on which the grant, exercise or
other transaction occurs, or if there were no sales on such date, the most
recent prior date on which there were sales.
19.2 Tax Withholding. The Company shall have the right to require associates
or their beneficiaries or legal representatives to remit to the Company an
amount sufficient to satisfy federal, state and local withholding tax
requirements, or to deduct from all payments under this Plan, including Tax
Offset Payments, amounts sufficient to satisfy all withholding tax
requirements. Whenever payments under the Plan are to be made to an associate
in cash, such payments shall be net of any amounts sufficient to satisfy all
federal, state and local withholding tax requirements. The Committee may, in
its discretion, permit an associate to satisfy his or her tax withholding
obligation either by (i) surrendering shares owned by the associate or (ii)
having the Company withhold from shares otherwise deliverable to the
associate. Shares surrendered or withheld shall be valued at their fair market
value as of the date on which income is required to be recognized for income
tax purposes. In the case of an award of Incentive Stock Options, the
foregoing right shall be deemed to be provided to the associate at the time of
such award.
19.3 Compliance With Section 16(b) and Section 162(m). In the case of
associates who are or may be subject to Section 16 of the Act, it is the
intent of the corporation that the Plan and any award granted hereunder
satisfy and be interpreted in a manner that satisfies the applicable
requirements of Rule 16b-3, so that such persons will be entitled to the
benefits of Rule 16b-3 or other exemptive rules under Section 16 of the Act
and will not be subjected to liability thereunder. If any provision of the
Plan or any award would otherwise conflict with the intent expressed herein,
that provision, to the extent possible, shall be interpreted and deemed
amended so as to avoid such conflict. To the extent of any remaining
irreconcilable conflict with such intent, such provision shall be deemed void
as applicable to associates who are or may be subject to Section 16 of the
Act. If any award hereunder is intended to qualify as performance-based for
purposes of Section 162(m) of the Code, the Committee shall not exercise any
discretion to increase the payment under such award except to the extent
permitted by Section 162(m) and the regulations thereunder.
19.4 Successors. The obligations of the Company under the Plan shall be
binding upon any successor corporation or organization resulting from the
merger, consolidation or other reorganization of the Company, or upon any
successor corporation or organization succeeding to substantially all of the
assets and businesses of the Company. In the event of any of the foregoing,
the Committee may, at its discretion prior to the consummation of the
transaction, cancel, offer to purchase, exchange, adjust or modify any
outstanding awards, at such time and in such manner as the Committee deems
appropriate and in accordance with applicable law.
19.5 General Creditor Status. Associates shall have no right, title, or
interest whatsoever in or to any investments which the Company may make to aid
it in meeting its obligations under the Plan. Nothing contained in the Plan,
and no action taken pursuant to its provisions, shall create or be construed
to create a trust of any
A-11
<PAGE>
kind, or a fiduciary relationship between the Company and any associate or
beneficiary or legal representative of such associate. To the extent that any
person acquires a right to receive payments from the Company under the Plan,
such right shall be no greater than the right of an unsecured general creditor
of the Company. All payments to be made hereunder shall be paid from the
general funds of the Company and no special or separate fund shall be
established and no segregation of assets shall be made to assure payment of
such amounts except as expressly set forth in the Plan.
19.6 No Right to Employment. Nothing in the Plan or in any written agreement
entered into pursuant to Article 18, nor the grant of any award, shall confer
upon any associate any right to continue in the employ of the Company or a
subsidiary or to be entitled to any remuneration or benefits not set forth in
the Plan or such written agreement or interfere with or limit the right of the
Company or a subsidiary to modify the terms of or terminate such associate's
employment at any time.
19.7 Notices. Notices required or permitted to be made under the Plan shall
be sufficiently made if sent by registered or certified mail addressed (a) to
the associate at the associate's address set forth in the books and records of
the Company or its subsidiaries, or (b) to the Company or the Committee at the
principal office of the Company.
19.8 Severability. In the event that any provision of the Plan shall be held
illegal or invalid for any reason, such illegality or invalidity shall not
affect the remaining parts of the Plan, and the Plan shall be construed and
enforced as if the illegal or invalid provision had not been included.
19.9 Governing Law. To the extent not preempted by federal law, the Plan,
and all agreements hereunder, shall be construed in accordance with and
governed by the laws of the State of Delaware.
19.10 Term of Plan. Unless earlier terminated pursuant to Article 17 hereof,
the Plan shall terminate on May 19, 2007.
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<PAGE>
P R O X Y
THE LIMITED, INC.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
ANNUAL MEETING OF STOCKHOLDERS
MAY 18, 1998
The undersigned hereby appoints Leslie H. Wexner and Kenneth B. Gilman, and
each of them, proxies, with full power of substitution, to vote for the
undersigned all shares of Common Stock of The Limited, Inc. which the
undersigned would be entitled to vote if personally present at the Annual
Meeting of Stockholders to be held on May 18, 1998 at 9:00 a.m., Eastern
Daylight Time, and at any adjournments thereof, upon the matters described in
the accompanying Proxy Statement and upon any other business that may properly
come before the meeting or any adjournments thereof.
Election of Directors, Nominees:
Leslie H. Wexner, Eugene M. Freedman, Kenneth B. Gilman, David T. Kollat
SAID PROXIES ARE DIRECTED TO VOTE AS MARKED ON THE REVERSE SIDE AND IN THEIR
DISCRETION UPON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING OR
ANY ADJOURNMENTS THEREOF.
(Continued and to be signed on the reverse side)
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
FOLD AND DETACH HERE
<PAGE>
X PLEASE MARK YOUR
VOTES AS IN THIS
EXAMPLE. 9788
- --------------------------------------------------------------------------------
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH OF THE NAMED NOMINEES AND
"FOR" APPROVAL OF THE PLAN REFERRED TO BELOW, AND RECOMMENDS A VOTE "AGAINST"
APPROVAL OF THE STOCKHOLDER PROPOSAL. IF NO SPECIFICATION IS INDICATED, THE
SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS RECOMMENDED BY THE BOARD.
1. Election of FOR WITHHELD
Directors (see reverse) [_] [_]
For, except vote withheld from following nominee(s):
- --------------------------------------------------------------------------------
2. Approval of the 1998 Restatement of The Limited, Inc. 1993 Stock Option and
Performance Incentive Plan
FOR AGAINST ABSTAIN
[_] [_] [_]
3. Approval of the Stockholder Proposal
FOR AGAINST ABSTAIN
[_] [_] [_]
THE UNDERSIGNED ACKNOWLEDGES RECEIPT WITH THIS PROXY OF A COPY OF THE NOTICE OF
ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT DATED APRIL 20, 1998.
IMPORTANT: PLEASE DATE THIS PROXY AND SIGN EXACTLY AS YOUR NAME OR NAMES APPEAR
HEREON. IF STOCK IS HELD JOINTLY, SIGNATURE SHOULD INCLUDE BOTH NAMES. EXECU-
TORS, ADMINISTRATORS, TRUSTEES, GUARDIANS AND OTHERS SIGNING IN A REPRESENTA-
TIVE CAPACITY SHOULD INDICATE FULL TITLES.
SIGNATURE(S)_________________________DATE____________
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
FOLD AND DETACH HERE
<PAGE>
LOGO
PROXY
THE LIMITED, INC.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
ANNUAL MEETING OF STOCKHOLDERS
MAY 18, 1998
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH OF THE NAMED NOMINEES AND
"FOR" APPROVAL OF THE PLAN REFERRED TO BELOW, AND RECOMMENDS A VOTE "AGAINST"
THE STOCKHOLDER PROPOSAL. IF NO SPECIFICATION IS INDICATED, THE SHARES
REPRESENTED BY THIS PROXY WILL BE VOTED AS RECOMMENDED BY THE BOARD.
Election of Directors, Nominees:
Leslie H. Wexner, Eugene M. Freedman, Kenneth B. Gilman, David T. Kollat
1. Election of Directors
FOR WITHHELD
[_] [_]
For, except vote withheld from following nominee(s):
- -------------------------------------------------------------------------------
2. Approval of the 1998 Restatement of The Limited, Inc. 1993 Stock Option and
Performance Incentive Plan
FOR AGAINST ABSTAIN
[_] [_] [_]
3. Approval of the Stockholder Proposal
FOR AGAINST ABSTAIN
[_] [_] [_]
(Continued and to be signed on the reverse side)
<PAGE>
LOGO
The undersigned hereby appoints Leslie H. Wexner and Kenneth B. Gilman, and
each of them, proxies, with full power of substitution, to vote for the
undersigned all shares of Common Stock of The Limited, Inc. which the
undersigned would be entitled to vote if personally present at the Annual
Meeting of Stockholders to be held on May 18, 1998 at 9:00 a.m., Eastern
Daylight Time, and at any adjournments thereof, upon the matters described in
the accompanying Proxy Statement and upon any other business that may properly
come before the meeting or any adjournments thereof.
The undersigned acknowledges receipt with this Proxy of a copy of the Notice
of Annual Meeting of Stockholders and Proxy Statement dated April 20, 1998.
SIGNATURE(S) ________________ DATE
IMPORTANT: PLEASE DATE THIS PROXY AND
SIGN EXACTLY AS YOUR NAME OR NAMES
APPEAR HEREON. IF STOCK IS HELD
JOINTLY, SIGNATURE SHOULD INCLUDE BOTH
NAMES. EXECUTORS, ADMINISTRATORS,
TRUSTEES, GUARDIANS AND OTHERS SIGNING
IN A REPRESENTATIVE CAPACITY SHOULD
INDICATE FULL TITLES.
