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 (S)240.14a-11(c) or (S)240.14a-12
COMPAQ COMPUTER CORPORATION
-----------------------------------------------------
(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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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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[_] 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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(4) Date Filed:
Compaq Computer Corporation
P.O. Box 692000 20555 SH 249
Houston, Texas 77269-2000 Houston, TX 77070-2698
[LOGO OF COMPAQ COMPUTER CORPORATION APPEARS HERE]
Eckhard Pfeiffer
President and
Chief Executive Officer
March 7, 1997
Dear Stockholder:
Compaq Computer Corporation will hold its 1997 annual meeting of stockholders
at its Houston headquarters on Thursday, April 24, 1997. At the meeting,
stockholders will elect the ten directors of Compaq for one-year terms.
Detailed information about the meeting and the election of directors is
included in the attached proxy statement.
On behalf of the Board of Directors and employees of Compaq, I cordially
invite all stockholders to attend the annual meeting and hope you will be able
to attend in person. Whether or not you plan to attend the meeting, please
take the time to vote by completing and mailing the enclosed proxy card to us.
As explained in the proxy statement, your proxy may be withdrawn at any time
before it is actually voted at the meeting.
If you plan to attend the meeting in person, please remember to bring a form
of personal identification with you and, if you are acting as a proxy for
another stockholder, please bring written confirmation from the record owner
that you are acting as proxy. If you will need special assistance at the
meeting, please contact Compaq Shareholder Services at 800-458-2449 or
281-514-1158.
Sincerely,
/s/ Eckhard Pfeiffer
Eckhard Pfeiffer
PROXY STATEMENT FOR
ANNUAL STOCKHOLDERS MEETING
APRIL 24, 1997
YOUR VOTE IS IMPORTANT
Compaq Computer Corporation will hold its 1997 annual meeting of stockholders
at its Houston headquarters. The date, time, and place of the meeting are:
Thursday, April 24, 1997
10:00 a.m.
Conference Center, CCA5
Compaq Computer Corporation
20555 State Highway 249
Houston, Texas
At the meeting, stockholders will elect the directors of Compaq for one-year
terms. Each of the ten current directors has been renominated. You have
three choices: by checking the appropriate box on your proxy card you may (1)
vote for all the director nominees as a group, (2) withhold your vote for all
the director nominees as a group, or (3) vote for all director nominees as a
group except those nominees you identify in the marked area. If you sign,
date and mail your proxy card without indicating how you want to vote, you
will be counted for purposes of determining the presence of a quorum and your
shares will be voted in favor of the ten nominees. If you neither return your
proxy card nor vote in person at the meeting, you will not be counted as
present for determining the presence of a quorum at the meeting. However, if
your shares are held in street name, your broker may vote your shares if you
do not return your proxy card to the broker prior to the meeting.
Stockholders of record at the close of business on February 24, 1997, are
entitled to vote. On that day, there were 274,281,774 shares of Compaq common
stock outstanding. Each share entitles the holder to one vote for each
director position.
The Board of Directors asks you to vote in favor of the ten director
nominees. This Proxy Statement provides you with detailed information about
the election. In addition, you may obtain information about Compaq from the
Annual Report to Stockholders included with this mailing and from documents
that we have filed with the Securities and Exchange Commission. We encourage
you to read this proxy statement carefully.
Proxy Statement dated March 7, 1997, and first mailed to stockholders on March
10, 1997.
TABLE OF CONTENTS
Information About the Election of Directors 3
Information About Nominees 3
Board Organization and Meetings 5
Directors' Compensation 5
Executive Officers 6
Stock Ownership 8
Executive Compensation 9
Human Resources Committee Report 12
Corporate Governance Committee Report 14
Stock Performance Graph 16
Section 16(a) Beneficial Ownership Reporting Compliance 16
General Information 17
A COPY OF THE ANNUAL REPORT TO STOCKHOLDERS OF COMPAQ COMPUTER CORPORATION,
WHICH INCLUDES FINANCIAL STATEMENTS, IS BEING MAILED WITH THIS PROXY
STATEMENT. YOU MAY RECEIVE AN ADDITIONAL COPY OF THE ANNUAL REPORT, OR A COPY
OF COMPAQ'S ANNUAL REPORT ON FORM 10- K, AT NO CHARGE UPON REQUEST DIRECTED TO
COMPAQ INVESTOR RELATIONS, P.O. BOX 692000, HOUSTON, TEXAS 77269-2000,
TELEPHONE 800-433-2391.
FINANCIAL REPORTS MAY ALSO BE ACCESSED ON OUR WEB SITE AT
HTTP://WWW.COMPAQ.COM
INFORMATION ABOUT THE ELECTION OF DIRECTORS
Compaq has ten directors on its Board of Directors. Each of the current
directors has been nominated for election this year and has agreed to serve if
elected. Each director was elected by the stockholders last year. The ten
persons who receive the most votes will be elected and will serve as directors
until the 1998 Annual Meeting unless they die, resign or are removed before
that meeting. If a nominee becomes unavailable for election before the 1997
Annual Meeting, the Board can name a substitute nominee and shares
represented by the proxy cards returned will be voted for such substitute
nominee unless you write an instruction to the contrary on the proxy card.
You may revoke your proxy at any time before it is actually voted at the
Annual Meeting by (i) delivering written notice of revocation to the
Secretary of Compaq, (ii) submitting a subsequently dated proxy, or (iii)
attending the meeting and withdrawing the proxy. You may also be represented
by another person present at the meeting by executing a proxy designating
such person to act on your behalf.
INFORMATION ABOUT NOMINEES
INFORMATION ABOUT THE TEN PERSONS NOMINATED AS DIRECTORS IS PROVIDED BELOW.
THE SHARES REPRESENTED BY RETURNED PROXY CARDS WILL BE VOTED FOR THESE PERSONS
UNLESS YOU SPECIFY OTHERWISE.
BENJAMIN M. ROSEN
Director since 1982
Benjamin M. Rosen, age 63, was appointed Chairman of the Board of Directors of
Compaq in 1983. He has been Chairman of Rosen Motors, which designs hybrid
electric powertrains, since 1993. Mr. Rosen is a director of Capstone Turbine
Corp., a privately held technology company. He is also Vice Chairman of the
Board of Trustees of the California Institute of Technology.
ECKHARD PFEIFFER
Director since 1991
Eckhard Pfeiffer, age 55, was appointed President and Chief Executive Officer
and elected a director of Compaq in October 1991. He joined Compaq in
September 1983 as Vice President, Europe and was elected Senior Vice
President, International Operations in January 1986, President, Europe and
International Division in May 1989, and Executive Vice President and Chief
Operating Officer in January 1991. He is also a director of Bell Atlantic
Corporation and General Motors Corporation.
LAWRENCE T. BABBIO, JR.
Director since 1995
Lawrence T. Babbio, Jr., age 52, has served as Vice Chairman and Director of
Bell Atlantic Corporation since February 1995. In 1994 he was elected
Executive Vice President and Chief Operating Officer of Bell Atlantic. In 1991
he was elected Chairman, President and Chief Executive Officer of Bell
Atlantic Enterprises International, Inc. Mr. Babbio is also a director of
Grupo Iusacell, S.A. de C.V.
ROBERT TED ENLOE, III
Director since 1986
Robert Ted Enloe, III, age 58, has served as managing partner of Balquita
Partners, Ltd., which is engaged in real estate and securities investments,
since 1996. From 1975 to 1986 he served as President, and from 1992 to 1996
as Chief Executive Officer, of Liberte Investors. He was President of
L&N Housing Corp. from 1981 to 1992 and a director of that entity, now known
as LNH REIT, Inc., from 1981 to 1996. Mr. Enloe is also a director of Liberte
Investors, Inc., Leggett & Platt, Inc., and Sixx Holdings, Incorporated.
GEORGE H. HEILMEIER
Director since 1994
George H. Heilmeier, age 60, has served as President and Chief Executive
Officer of Bell Communications Research, Inc. (Bellcore) since 1991. He was
Senior Vice President and Chief Technical Officer of Texas Instruments, Inc.
from 1983 to 1991. He is a member of the Defense Science Board, the
President's National Security Telecommunications Advisory Committee and the
National Academy of Engineering. Dr. Heilmeier is also a director of TRW,
Inc., MITRE Corporation, and Automatic Data Processing, Inc.
GEORGE E.R. KINNEAR II
Director since 1988
George E.R. Kinnear II, age 69, is Chairman Emeritus of the Board of the
Retired Officers Association of the United States. From November 1988 to
January 1992, he served as Executive Vice President of the University of New
Hampshire (and as interim President from February 1990 to August 1990). From
1982 to 1988, he served as a Vice President for Grumman Corporation or its
subsidiaries, last serving as Senior Vice President, Washington Operations.
Mr. Kinnear is also a director for Precision Standard Corporation and The
Aerospace Corporation.
PETER N. LARSON
Director since 1993
Peter N. Larson, age 57, has served as Chairman and Chief Executive of
Brunswick Corporation, a multinational consumer products company serving the
marine and recreation markets, since April 1995. Before joining Brunswick, he
was an executive officer of Johnson & Johnson where he served as Worldwide
Chairman of the Consumer and Personal Care Group, and was a member of the
Executive Committee and the Board of Directors. In addition to being a
director of Brunswick, Mr. Larson is also Chairman of The Advertising
Educational Foundation, Inc.
KENNETH L. LAY
Director since 1987
Kenneth L. Lay, age 54, has served as Chairman of the Board and Chief
Executive Officer of Enron Corp., a diversified energy company, since February
1986. In addition to Enron Corp., he is a director of Eli Lilly & Company,
Trust Company of the West, and Enron Oil and Gas Company.
KENNETH ROMAN
Director since 1991
Kenneth Roman, age 66, is an independent management consultant. From
1988 to 1989, he served as Chairman and Chief Executive Officer
of The Ogilvy Group (and from 1985 to 1989 as Chairman of Ogilvy & Mather
Worldwide). He was Executive Vice President of American Express from 1989 to
1991. Mr. Roman is a director of Brunswick Corporation, IBJ Schroder Bank and
Trust Company, and PennCorp Financial Group, Inc.
LUCILLE S. SALHANY
Director since 1996
Lucille S. Salhany, age 50, has served as President and Chief Executive
Officer of United Paramount Network since September 1994. From January 1993
to July 1994, she served as Chairman of FOX Broadcasting Company and also was
a member of the Board of Directors of Fox Inc. She joined FOX Broadcasting
Company as Chairman of Twentieth Television in 1991. Ms. Salhany serves on
the executive committee of the UCLA School of Theater, Film and Television, is
a member of the Board of Directors of the Academy of Television Arts and
Sciences, and Hollywood Supports, an entertainment industry organization, and
also serves on the Board of Emerson College.
BOARD ORGANIZATION AND MEETINGS
During 1996 the Board of Directors met nine times and various committees
of the Board met a total of fourteen times. Attendance at Board and committee
meetings averaged 97 percent. Each director attended at least 85 percent of
the meetings of the Board and the committees on which he or she served.
Compaq has standing Audit, Human Resources, and Corporate Governance
Committees.
The Audit Committee consists of three non-employee directors: Mr. Kinnear
(Chair) and Messrs. Babbio and Larson. The Audit Committee provides
independent and objective oversight of Compaq's accounting functions and
internal controls and assures the objectivity of Compaq's financial
statements. The function of the Audit Committee is described in more detail
in the Audit Committee Report to Stockholders in the Annual Report to
Stockholders included in this mailing. This Committee met three times in
1996.
The Human Resources Committee consists of eight non-employee directors: Mr.
Enloe (Chair), Messrs. Heilmeier, Kinnear, Larson, Lay, Roman and Rosen, and
Ms. Salhany. The Committee's responsibilities are described in the Human
Resources Committee Report in this Proxy Statement. This Committee met five
times in 1996.
The Corporate Governance Committee consists of nine non-employee
directors: Mr. Larson (Chair), Messrs. Babbio, Enloe, Heilmeier,
Kinnear, Lay, Roman and Rosen, and Ms. Salhany. The Corporate
Governance Committee evaluates and recommends director candidates
and is further described in the Corporate Governance Committee Report in this
Proxy Statement. This Committee met six times in 1996.
DIRECTORS' COMPENSATION
Board members who are not Compaq employees receive an annual fee of $35,000
($55,000 for the Chairman). The Chair of the Audit Committee receives an
additional fee of $10,000 and each of the other Committee chairs receives an
additional $5,000. Board members also receive a fee of $1,000 for attending
a Committee meeting not held on the same day as a Board meeting. Directors
are reimbursed for travel and certain other expenses incurred in connection
with their duties as directors.
Compaq's stock option plan for non-employee directors authorizes grants of
stock options for up to 1,500,000 shares of Compaq stock. Three different
types of grants are made under this plan.
First, a newly appointed director receives an initial option grant of 12,500
shares (30,000 shares for directors appointed before April 26, 1996). On
April 30, 1996, Ms. Salhany was granted an initial option for 30,000 shares at
an exercise price of $46.75 per share.
Second, each non-employee director receives an annual option grant of 10,000
shares upon re-election and the Chairman of the Board receives an option for
an additional 2,500 shares. On April 25, 1996, Messrs. Rosen, Enloe,
Heilmeier, Kinnear, Larson, Lay, and Roman each received a re-election option
grant with an exercise price of $47.13 per share.
Finally, before each annual meeting, each non-employee director may elect to
receive a stock option instead of all or a portion of the following year's
annual fee. The number of shares and the exercise price for the stock options
in lieu of retainer are based upon 50 percent of the closing price of Compaq
common stock on the day of the annual meeting. Mr. Rosen was granted an
option for 2,334 shares, Mr. Babbio was granted an option for 742 shares, each
of Messrs. Enloe and Roman was granted an option for 1,697 shares, Mr.
Kinnear was granted an option for 1,909 shares, and each of Messrs. Larson and
Lay was granted an option for 1,485 shares, as a result of their elections.
Such options were granted at an exercise price of $23.56 per share.
As part of Compaq's charitable giving strategy, Compaq established a
directors' charitable donation program funded by life insurance. Upon the
death of a director who has served for three years, Compaq will donate $1
million to charitable organizations recommended by the director. Compaq will
be reimbursed for such donation by life insurance proceeds. Individual
directors derive no financial benefit from this program since all charitable
donations are made by Compaq.
EXECUTIVE OFFICERS
THE BOARD OF DIRECTORS ELECTS EXECUTIVE OFFICERS ANNUALLY AT ITS FIRST MEETING
FOLLOWING THE ANNUAL MEETING. CERTAIN INFORMATION ABOUT COMPAQ'S EXECUTIVE
OFFICERS IS SET FORTH BELOW. INFORMATION ABOUT MR. PFEIFFER IS INCLUDED UNDER
"INFORMATION ABOUT NOMINEES."
ANDREAS BARTH, age 52, was elected Senior Vice President, Europe, Middle East
and Africa in December 1991. He joined Compaq in February 1988 as Managing
Director of Compaq Computer GmbH, Compaq's German subsidiary, was appointed
Vice President, Central Europe in December 1990, and Vice President, Europe in
January 1991.
J. DAVID CABELLO, age 45, was elected Senior Vice President, General Counsel,
and Secretary in December 1996. He joined Compaq in March 1987 as Patent
Counsel, and was appointed Vice President and Assistant General Counsel in
August 1995.
HANS W. GUTSCH, age 53, was elected Senior Vice President, Human Resources and
Environment in November 1994. Mr. Gutsch joined Compaq in 1988 as Director,
Human Resources, Europe and was appointed Vice President, Human Resources,
Europe in June 1992, and Vice President, Human Resources and Environment,
Europe, Middle East and Africa in January 1993.
MICHAEL D. HEIL, age 49, was elected Senior Vice President, Consumer Products
Group in September 1995. Prior to his arrival at Compaq, he was President and
General Manager of Los Angeles Cellular Telephone Company since May 1989.
ALAN G. LUTZ, age 51, was elected Senior Vice President, Communication
Products Group in November 1996. Prior to his arrival at Compaq, he served as
Executive Vice President and President, Computer Systems Group, of Unisys
Corporation since May 1994. From 1993 to 1994 he served as President of
Kassandra Group. From 1987 to 1993 he worked at Northern Telecom LTD and
served in a number of positions, the most recent being Senior Vice President
and President, Public Networks.
EARL L. MASON, age 49, was elected Senior Vice President and Chief Financial
Officer in June 1996. Prior to his arrival at Compaq, he was Senior Vice
President of Inland Steel Industries, Inc. ("ISI") since January 1995. From
January 1994 to May 1996, he served as Chief Financial Officer and President
of Inland International, Inc. He also served as Vice President of ISI from
January 1994 to January 1995, and Vice President - Finance and Principal
Financial Officer of ISI from June 1991 to January 1994.
GREGORY E. PETSCH, age 46, was elected Senior Vice President, Manufacturing
and Quality in July 1993. He joined Compaq in September 1983 as Director of
Manufacturing Control and was named Vice President, CPU Manufacturing in May
1989 and Vice President, Manufacturing in November 1991.
JOHN T. ROSE, age 51, was elected Senior Vice President, Enterprise Computing
Group in July 1996. He joined Compaq as Senior Vice President, Desktop PC
Division in July 1993. Prior to his arrival at Compaq, he was Vice President
of Digital Equipment Corporation's Personal Computing Systems Business, which
he established in 1985.
RICHARD N. SNYDER, age 52, was elected Senior Vice President, Worldwide Sales,
Marketing, Service and Support in November 1996. Prior to his arrival at
Compaq, he was Senior Vice President, Dell Americas of Dell Computer
Corporation since 1995. He worked at Hewlett-Packard Company from 1973 to
1995 and served in a number of marketing and general management positions,
including Group General Manager of the DeskJet Printer Group.
ROBERT W. STEARNS, age 46, was elected Senior Vice President, Technology and
Corporate Development in January 1996. He joined Compaq as Vice President of
Corporate Development in July 1993. Prior to his arrival at Compaq, he was
employed as a consultant focusing on high technology issues with McKinsey &
Co. from August 1992 to July 1993 and as Vice President, Corporate Marketing
with Motorola/Codex from September 1986 to August 1992.
MICHAEL J. WINKLER, age 52, was elected Senior Vice President, PC Products
Group in November 1996. He joined Compaq in November 1995 as Senior Vice
President, Portable PC Division. Prior to his arrival at Compaq, he was a
Vice President and General Manager of the Computer Systems Division of Toshiba
America Information Systems since October 1991.
JOHN W. WHITE, age 58, was elected Vice President and Chief Information
Officer upon his joining Compaq in February 1994. Before joining Compaq, he
was Vice President of Texas Instruments, Inc., and President of its
Information Technology Group. He worked at Texas Instruments for 28 years and
served in a number of positions.
STOCK OWNERSHIP
The following table gives information about the ownership of Compaq common
Stock as of January 31, 1997, by the holders known to Compaq to
own beneficially five percent or more of its outstanding common stock, and the
directors, the chief executive officer, the four most highly compensated other
executive officers, and the executive officers and directors as a group.
Beneficial ownership of securities is defined by the Securities and Exchange
Commission (the "SEC") to mean generally the power to vote or dispose of
securities, regardless of economic interest. Compaq had 274,087,768 shares of
common stock outstanding at January 31, 1997.
<TABLE>
<CAPTION>
NUMBER OF SHARES
------------------
NAME OF OWNER OR OPTIONS (1) TOTAL (1) PERCENT OF
IDENTITY OF GROUP OUTSTANDING
- ----------------- ------- -------- -----------
<S> <C> <C> <C> <C>
FMR Corp.
82 Devonshire Street
Boston, MA 02109 31,981,311 (2) 11.81%
The Equitable Companies Incorporated (3)
787 Seventh Avenue
New York, New York 10019 17,017,390 6.2
Benjamin M. Rosen 224,105 1,442,069 *
Eckhard Pfeiffer 1,342,012 1,392,012 *
Lawrence T. Babbio, Jr. 30,000 32,000 *
Robert Ted Enloe, III 66,000 68,000 *
George H. Heilmeier 34,400 36,300 *
George E.R. Kinnear II 31,538 45,538 *
Peter N. Larson 48,138 50,138 *
Kenneth L. Lay 39,194 137,951 (4) *
Kenneth Roman 63,194 75,194 *
Lucille S. Salhany 30,000 30,000 *
Andreas Barth 405,498 416,488 *
Gregory E. Petsch 46,718 49,455 (5) *
John T. Rose 126,002 129,571 (6) *
Michael J. Winkler 21,333 22,333 *
All executive officers and
directors as a group 2,717,066 4,148,672 (7) 1.5
<FN>
* Less than 1%
(1) Includes Compaq stock options that are exercisable or will become exercisable
by April 1, 1997.
(2) Based on information provided in a Schedule 13G dated February 14, 1997,
these shares are beneficially held by FMR Corp. and certain of its affiliates and
associates.
(3) The number of shares indicated is based on information provided in a Schedule
13G dated February 12, 1997, which was filed jointly by five French mutual insurance
companies (AXA Assurances I.A.R.D. Mutuelle, AXA Assurances Vie Mutuelle, Alpha
Assurances I.A.R.D. Mutuelle, Alpha Assurances Vie Mutuelle, and AXA Courtage
Assurance Mutuelle, and collectively as a group, "The Mutuelles AXA"), AXA, The
Equitable Companies Incorporated, and their subsidiaries. According to the Schedule
13G, an aggregate 90,700 shares are beneficially owned by The Mutuelles AXA and AXA;
and the shares beneficially owned by subsidiaries of The Equitable Companies
Incorporated are as follows: (i) The Equitable Life Assurance Society of the United
States: 470,270 shares; (ii) Alliance Capital Management L.P.: 16,455,420 shares; and
(iii) Donaldson, Lufkin & Jenrette Securities Corporation: 1,000 shares.
(4) Includes 98,757 shares held by limited partnership.
(5) Includes 2,737 shares credited to the executive officer's account in Compaq's
defined contribution plan.
(6) Includes 569 shares credited to the executive officer's account in Compaq's
defined contribution plan.
(7) Includes 5,394 shares credited to the executive officers' accounts in
Compaq's defined contribution plan.
</TABLE>
EXECUTIVE COMPENSATION
Tables I through III give information about the cash compensation and
stock options awarded to Messrs. Pfeiffer, Barth, Petsch, Rose, and Winkler.
The notes to these tables provide more specific information. Table IV
describes the anticipated retirement benefits to be received by Mr. Pfeiffer
and Mr. Barth under the defined benefit retirement plan of Compaq's German
subsidiary. Compaq's compensation policies are discussed in the Human
Resources Committee Report that begins on page 12.
<TABLE>
<CAPTION>
TABLE I
SUMMARY COMPENSATION
LONG-TERM
ANNUAL COMPENSATION (1) COMPENSATION
------------------------------------ ------------
SECURITIES
PRINCIPAL OTHER ANNUAL UNDERLYING ALL OTHER
POSITION YEAR SALARY BONUS COMPENSATION OPTIONS COMPENSATION
- ----------------------------------- ---- ---------- ---------- -------------- ---------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
Eckhard Pfeiffer 1996 $1,250,000 $3,000,000 -- 350,000 $ 1,250,000 (2)
President and Chief 1995 1,125,000 2,500,000 -- 320,000 1,250,000 (2)
Executive Officer 1994 1,050,000 2,500,000 $ 1,500,019(3) 290,000 750,000 (2)
Andreas Barth 1996 538,564 422,165 -- 100,000 186,071 (2)
Senior Vice President 1995 537,473 555,459 -- 100,000 189,053 (2)
EMEA 1994 431,672 482,626 -- 85,000 128,480 (2)
Gregory E. Petsch 1996 380,000 575,000 -- 100,000 285,300 (4)
Senior Vice President 1995 350,000 525,000 -- 100,000 271,000 (5)
Manufacturing & Quality 1994 300,000 500,000 -- 85,000 206,000 (6)
John T. Rose 1996 380,000 625,000 -- 100,000 233,500 (7)
Senior Vice President 1995 350,000 450,000 44,037(8) 100,000 179,375 (9)
Enterprise Computing Group 1994 341,667 350,000 51,328(8) 85,000 87,500 (2)
Michael J. Winkler 1996 350,000 525,000 232,335(10) 100,000 96,000 (11)
Senior Vice President 1995 58,333 150,000 -- 80,000 --
PC Products Group (12) 1994 -- -- -- -- --
<FN>
(1) Includes cash compensation earned by executive officers, including amounts earned but deferred. Other
than the amounts shown under "Other Annual Compensation" for Messrs. Pfeiffer, Rose and Winkler, management
believes that the value of any other benefits to any officer during 1994, 1995 and 1996 did not exceed $50,000 or
fall within any other category requiring inclusion.
(2) Reflects a deferred unfunded bonus, the payment of which is subject to conditions established by the Human
Resources Committee.
(3) The employment agreement between Compaq and Mr. Pfeiffer signed in 1992 required Compaq to pay these funds
to Mr. Pfeiffer to reimburse him for U.S. taxes incurred in 1994 upon exercise of certain stock options.
(4) Includes $22,800 contributed to Compaq's defined contribution plan and deferred compensation and
supplemental savings plan and a $262,500 deferred unfunded bonus, the payment of which is subject to conditions
established by the Human Resources Committee.
(5) Includes $21,000 contributed to Compaq's defined contribution plan and deferred compensation and
supplemental savings plan and a $250,000 deferred unfunded bonus, the payment of which is subject to conditions
established by the Human Resources Committee.
(6) Includes $6,000 contributed to Compaq's deferred compensation and supplemental savings plan and a $200,000
deferred unfunded bonus, the payment of which is subject to conditions established by the Human Resources
Committee.
(7) Includes $8,500 contributed to Compaq's defined contribution plan and a $225,000 deferred unfunded bonus,
the payment of which is subject to conditions established by the Human Resources Committee.
(8) Compaq paid these amounts to Mr. Rose to reimburse him for certain costs in connection with employment by
Compaq and relocation to Houston, Texas and to reimburse him for taxes in connection with such income.
(9) Includes $4,375 contributed to Compaq's defined contribution plan and a $175,000 deferred unfunded bonus,
the payment of which is subject to conditions established by the Human Resources Committee.
(10) Compaq paid these amounts to Mr. Winkler to reimburse him for certain costs in connection with his
employment by Compaq and relocation to Houston, Texas and to reimburse him for taxes in connection with such
income.
(11) Includes $21,000 contributed to Compaq's deferred compensation and supplemental savings plan and a
$75,000 deferred unfunded bonus, the payment of which is subject to conditions established by the Human Resources
Committee.
(12) Mr. Winkler joined Compaq in November 1995.
</TABLE>
<TABLE>
<CAPTION>
TABLE II
1996 OPTION EXERCISES
AND YEAR-END OPTION VALUES
NUMBER OF UNEXERCISED VALUE OF UNEXERCISED
OPTIONS AT IN-THE-MONEY OPTIONS
1996 STOCK OPTION EXERCISES DECEMBER 31, 1996 AT DECEMBER 31, 1996
--------------------------- ----------------- --------------------
SHARES VALUE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
------- --------------- ----------- ------------- ------------ --------------
<S> <C> <C> <C> <C> <C> <C>
Eckhard Pfeiffer 370,000 $ 23,546,104 1,240,510 929,490 $ 70,588,995 $ 26,791,954
Andreas Barth 60,000 3,405,832 367,830 288,170 20,871,767 8,716,346
Gregory E. Petsch 118,966 5,084,958 15,468 281,747 754,633 8,358,880
John T. Rose 59,999 2,420,228 88,252 283,751 3,511,418 8,381,092
Michael J. Winkler 10,000 247,450 7,333 162,667 144,790 2,386,859
</TABLE>
<TABLE>
<CAPTION>
TABLE III
1996 STOCK OPTION GRANTS
Gains Based on Assumed
Rates of Stock Price
Appreciation for Option
1996 STOCK OPTION GRANTS Term (1)
------------------------------------------------ -----------------------
%OF 1996 EXERCISE/
EMPLOYEE BASE ASSUMED ASSUMED
OPTIONS OPTION PRICE PER EXPIRATION RATE RATE
GRANTED(2) GRANTS SHARE DATE 5% 10%
--------- ------- --------- ---------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
Eckhard Pfeiffer 350,000 4.49% $ 62.88 9/25/06 $ 13,837,862 $ 35,070,545
Andreas Barth 100,000 1.28 62.88 9/25/06 3,953,675 10,020,156
Gregory E. Petsch 100,000 1.28 62.88 9/25/06 3,953,675 10,020,156
John T. Rose 100,000 1.28 62.88 9/25/06 3,953,675 10,020,156
Michael J. Winkler 100,000 1.28 62.88 9/25/06 3,953,675 10,020,156
All stockholders: N/A N/A N/A N/A 10.7 billion 27.1 billion
270,791,534
million shares
outstanding on
September 26,
1996
Named officers' 0.28% 0.28%
gain as % of all
stockholders' gain
<FN>
(1) The potential gain is calculated from the closing price of common stock on September 26, 1996, the date of grants
to executive officers. These amounts represent certain assumed rates of appreciation only. Actual gains, if any, on
stock option exercises and common stock holdings are dependent on the future performance of the common stock and
overall market conditions. There can be no assurance that the amounts reflected in this table will be achieved.
(2) Option grants vest over 60 months from the date of grant and expire upon the earlier of one year after
termination of employment or ten years from the date of grant.
</TABLE>
<TABLE>
<CAPTION>
TABLE IV
GERMAN PENSION PLAN
ANNUAL PENSION BENEFITS WITHOUT REDUCTIONS
FOR ANTICIPATED SOCIAL SECURITY
FINAL AND PRIOR EMPLOYER PENSION BENEFITS(2)
ECKHARD PFEIFFER (1) AVERAGE ----------------------------------------------
YEARS OF SERVICE BASE SALARY 15 20 25 30 35
- ---------------- ------------ -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
$ 900,000 $352,174 $469,565 $540,000 $540,000 $540,000
1,000,000 391,304 521,739 600,000 600,000 600,000
1,100,000 430,435 573,913 660,000 660,000 660,000
1,200,000 469,565 626,087 720,000 720,000 720,000
1,300,000 508,696 678,261 780,000 780,000 780,000
</TABLE>
<TABLE>
<CAPTION>
ANNUAL PENSION BENEFITS
FINAL WITHOUT REDUCTION FOR ANTICIPATED SOCIAL
ANDREAS BARTH(3) BASE SECURITY BENEFITS (2)
YEARS OF SERVICE SALARY 15 20 25 30 35
- ---------------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
$400,000 $120,000 $160,000 $200,000 $240,000 $280,000
500,000 150,000 200,000 250,000 300,000 350,000
600,000 180,000 240,000 300,000 360,000 420,000
700,000 210,000 280,000 350,000 420,000 490,000
800,000 240,000 320,000 400,000 480,000 560,000
<FN>
(1) Benefits for Mr. Pfeiffer are calculated based on a formula under
which he receives benefits equal to 60 percent of his average base salary over
his final three years of employment. Any benefit is offset by U.S. and German
social security benefits, pension payments from previous employers, and any
amounts contributed by Compaq on his behalf to the U.S. defined contribution
plan.
(2) Anticipated benefits at age 65 assuming the years of service with
Compaq shown. At December 31, 1996, Mr. Pfeiffer and Mr. Barth had thirteen
years and eight years of vested service, respectively.
(3) Benefits for Mr. Barth are calculated based on a formula under which
he receives an annual retirement benefit equal to two percent of his final
base salary times his years of service. This benefit will be offset by German
social security benefits.
</TABLE>
Compaq's executive officers in the United States are eligible to
participate in Compaq's defined contribution plan and defined contribution and
supplemental savings plan. Amounts contributed to the defined contribution
plan and defined contribution and supplemental savings plan are included in
Table I.
In 1992, Compaq entered into an employment agreement with Mr. Pfeiffer (the
"CEO Agreement"). The CEO Agreement describes the terms of Mr. Pfeiffer's
employment, including his right to receive a severance payment equal to four
times his base salary (excluding bonuses) upon (i) termination of employment
without cause or (ii) his resignation following his removal as Chief Executive
Officer or a change of control of Compaq. In such events, Mr. Pfeiffer will
vest in all his outstanding stock options and have a two-year period to
exercise options granted before 1989, subject to the original expiration date
of such options. Mr. Pfeiffer's right to receive the severance payment,
accelerated stock option vesting, and an extension of the period to exercise
his options is subject to his releasing any claims against Compaq and agreeing
not to compete with Compaq or solicit its employees for 24 months. The CEO
Agreement governs the terms and conditions of Mr. Pfeiffer's employment with
Compaq until he resigns or his employment is terminated at any time by Compaq,
with or without cause.
Compaq has severance arrangements with its executive officers. Compaq has
agreed with these officers that upon (i) termination of employment without
cause or (ii) resignation following a material change in the officer's duties,
a change of control, disability, a reduction in pay greater than 25 percent,
or Compaq's failure to renew the agreement, such officer would receive a
severance payment equal to eighteen months of base compensation. Compaq's
obligation to make such payment is subject to the officer's execution of a
release and noncompetition and nonsolicitation agreement. Compaq's stock
option plans provide for full vesting of outstanding options in the event
there is a change of control of Compaq.
HUMAN RESOURCES COMMITTEE REPORT
The Human Resources Committee of the Board of Directors, which is composed of
independent outside directors, reviews and advises the Board about Compaq's
compensation and human resource strategies. The Committee strives to support
Compaq's business objectives while monitoring ethical and legal
responsibilities to employees. It sets the policies that govern Compaq's
compensation programs, administers Compaq's equity plans, and establishes the
cash compensation of executive officers. Compaq designs its compensation
programs to attract, retain, and reward executives who will lead Compaq in
achieving its goals in a highly competitive and rapidly changing industry
while maintaining management compensation that is reasonable in light of
Compaq's objectives, performance, and compensation for similar personnel at
other companies.
The Committee makes its compensation decisions based on an analysis of
Compaq's performance, an evaluation of comparative compensation information,
and an evaluation of the performance of executive officers. The compensation
mix for executive officers consists of base salaries, annual cash bonuses, and
stock option awards. As a result, much of an officer's compensation depends
on Compaq's financial performance. Comparative performance data in 1996 was
based on a group of 12 large industry competitors included in the S&P
Computers (Hardware)-500 Index. An outside consulting firm recommends the
peer group after analyzing companies for similar product lines, size, and
financial structure. Performance in 1996 placed Compaq at about the 80th
percentile in the peer group based on an evaluation of return on invested
capital and revenue growth, which are highly correlated with long-term
stockholder value creation.
Comparative compensation data in 1996 was derived from an analysis of several
independent surveys of compensation practices by Compaq and outside
consultants. Information from the computer and electronics industry segments
is used whenever available. Nearly all of the companies in the comparative
performance analysis are included in one or more of the surveys used to assess
comparative compensation practices. The Committee believes these sources
provide the right information to evaluate the pay practices of the companies
with which Compaq competes to hire and retain executives.
Compaq targets executive base salary ranges at the 62nd percentile of relevant
market data. The Committee annually establishes each executive officer's base
salary, including the Chief Executive Officer's, based on its evaluation of
the officer's performance and contribution in the previous year and on
competitive pay practices. The criteria used in the appraisal in 1996 varied
based upon the officer's sphere of responsibility, but generally focused on
measures such as sales growth in marketing and sales divisions, an assessment
of plans for existing and new products in product divisions, expense control,
and asset management.
Each year, in accordance with the limits established under Compaq's Bonus
Incentive Plan, the Committee establishes a cash bonus fund based on Compaq's
performance relative to the industry peer group. In 1996 the Committee
evaluated comparative compensation data to determine the aggregate amount
required to pay bonuses that would result in average total cash compensation
to executives at the 80th percentile level, in line with Compaq's performance
in 1996. The Committee then determined the amount of the award for each
executive officer by reviewing comparative data for each executive officer's
position at the 80th percentile total cash compensation levels and evaluating
this information in light of individual contribution levels, succession plans,
prospective future contributions, and retention requirements. The Committee
authorizes the Chief Executive Officer to allocate the remainder of the bonus
fund to key employees other than executive officers based on competitive pay
practices and individual performance and contributions.
In establishing Mr. Pfeiffer's bonus, the Committee considered at length Mr.
Pfeiffer's performance in 1996, focusing on three aspects: operational and
financial results, strategic planning, and leadership. Mr. Pfeiffer's
direction of Compaq's operations in 1996 resulted in record-setting financial
performance, including an annual sales increase to $18.1 billion from $14.8
billion in 1995, an increase in earnings per share to $4.66 from $3.74 (1)
[Excluding a one-time charge related to acquisition activity.] in
1995, and an improvement in gross margins to 24.4% in the fourth quarter of
1996. Mr. Pfeiffer's development and implementation of effective strategies
to ensure Compaq's continued growth and financial success led to significant
steps in Compaq's transition from a PC company to a computer company. In
particular, the expansion of Compaq's enterprise computing business and the
continuation of the industry and financial community's confidence in Mr.
Pfeiffer's leadership fostered the increase in Compaq's stock price from $48
at the end of 1995 to $74 at the end of 1996. Mr. Pfeiffer's skills in
identifying, hiring, and retaining an effective management team led to the
selection of several key executives, including a new Chief Financial Officer
and new general managers for worldwide sales and marketing and the
Communication Products Group as well as the further development of succession
planning strategies for Mr. Pfeiffer and his team.
The Human Resources Committee and the Board of Directors believe that
management's ownership of a significant equity interest in Compaq is a major
incentive in building stockholder wealth and aligning the long-term interests
of management and stockholders. Stock options, therefore, are granted by the
Committee at option prices not less than the fair market value of Compaq
common stock on the grant date and vest over sixty months. As a result, stock
options have no value unless the share price increases over the fair market
value on the date of grant. Option awards contribute to the retention of key
executives since executives realize the benefits of options only as they vest
based on tenure after the grant. The Committee uses competitive market data,
historical option grant practices, and the projected value of outstanding
unvested shares and proposed awards to determine an appropriate range of
awards. Based on Compaq's performance in comparison to the peer group, the
Committee determined that in 1996 options should be awarded to Mr. Pfeiffer
and other executive officers at levels approximating those in 1995. The
Committee established ranges for awards to other key employees based upon rank
and contribution and delegated to the Chief Executive Officer the authority to
make stock option awards to these employees within limits set by the
Committee.
The Human Resources Committee also monitors compliance with the Executive
Stock Ownership Policy that requires Mr. Pfeiffer to own 45,000 shares of
Compaq common stock and each of the other executive officers to own 10,000
shares. Each officer has until the later of September 1998 or five years from
election as an executive officer to comply with the ownership requirement.
Mr. Pfeiffer's stock ownership exceeds his requirement and all other executive
officers are in compliance with this policy and making progress toward the
ownership goals.
Compaq is subject to Internal Revenue Code Section 162(m), which could limit
the deductibility of certain compensation payments to its executive officers.
Compaq believes that any compensation realized in connection with the exercise
of stock options granted by Compaq is deductible as performance-based
compensation. Compaq also believes that compensation paid under its Bonus
Incentive Plan qualifies for full deductibility under Section 162(m). Compaq
generally intends to comply with the requirements of Section 162(m); however,
it also intends to weigh the burdens of such compliance against the benefits
to be obtained by Compaq, and in the future may pay compensation that is not
fully deductible if it determines that such payments are in Compaq's best
interests.
HUMAN RESOURCES COMMITTEE
Robert Ted Enloe, III (Chair) Kenneth L. Lay
George H. Heilmeier Kenneth Roman
George E.R. Kinnear II Benjamin M. Rosen
Peter N. Larson Lucille S. Salhany
CORPORATE GOVERNANCE COMMITTEE REPORT
Compaq Computer Corporation continues to focus on the importance of corporate
governance in achieving long-term shareholder value. From its beginning, the
Board of Directors has consisted of independent outside directors except for
the chief executive officer, who is also a member of the Board. All Board
committees are composed exclusively of outside directors. The roles of
Chairman and Chief Executive Officer have been and are separate. Directors
have been compensated largely in equity to align their interests with those of
Compaq's shareholders. But Board structure is only one way to ensure the
Board of Directors' active oversight over the management of Compaq's business.
In 1996 Compaq first published its corporate governance standards in its proxy
statement. The Board annually reviews and updates these standards, which
govern the selection of Board candidates, compensation of Board members, and
Board retirement policies. Those standards are set forth below:
1. The Board of Directors shall be limited to ten or fewer members with
the Chief Executive Officer as the only member who is an executive officer
except in times of Chief Executive Officer transition. The Board will seek a
balance between outside directors coming from business leadership positions
and those who bring special expertise by favoring those who come from
positions of leadership.
2. All Committee members will be outside directors.
3. Committee chairs will serve for two years and be rotated thereafter.
4. The Board will meet periodically in executive session without the Chief
Executive Officer.
5. Board compensation will be paid in equity grants and an annual
retainer. No meeting fees will be paid for regularly scheduled Board
meetings. Retainers may alternatively be paid in stock options at the
election of the individual director. Non-employee directors will maintain
ownership of 2,000 shares of common stock within three years after first
election to the Board.
6. Outside directors will not be paid for consulting nor will their firms
be retained by Compaq for consulting or services without the approval of the
full Board.
7. Board members will continue to be re-elected on an annual basis. In
addition:
- - Board members will evaluate the effectiveness of the full Board
annually.
- - Individual directors will be evaluated in depth by the Corporate
Governance Committee and Chief Executive Officer every three years.
- - Board members will retire at age 70.
- - Each director will be available for a significant time commitment, and a
director's acceptance of additional positions as a corporate director will be
subject to the Board's review. In general, each director will hold no more
than five directorships of unaffiliated for-profit corporations.
- - Directors will offer their resignation upon a change of position,
including retirement from the position on which their original nomination was
based.
8. The Corporate Governance Committee will maintain a director orientation
program for both new and continuing directors.
Compaq's Board of Directors believes that corporate governance is an ongoing
process. In 1996 the Board and its Committees made a number of
changes, including increasing the frequency and length of strategic business
presentations, changing the format of materials delivered prior to Board
meetings to facilitate prior review and increase the time available for
discussion at Board meetings, and moving quarterly Audit Committee meetings to
the day prior to Board meetings to give the Committee more time to
focus on ensuring that the appropriate control environment remains in
place at Compaq.
In 1996 the Board's Corporate Governance Committee instituted a new process
for evaluation of the effectiveness of the Board and individual directors. As
a first step, each individual director completed a Board evaluation
questionnaire, focusing on Board information and expertise, Board meetings and
organization, and Board duties and organization. The responses were reviewed
by the Chair of the Corporate Governance Committee and the Chairman of the
Board, who reported to the Board at its January meeting a synthesis of the
assessments and recommendations. The Board received high ratings in all
categories and the Committee urged the Board to continue to reassess how it
spends its time and the appropriate balance between operational oversight and
strategic focus.
Concurrently with the review of the Board's performance, a Board subcommittee
consisting of the Chair of the Corporate Governance Committee, the Chairman of
the Board, and the Chief Executive Officer met to review the performance of
individual directors, focusing on service, participation, preparation,
knowledge about Compaq, and expertise as well as compliance with specific
standards established for directors such as attendance and stock ownership.
The subcommittee reported to the Corporate Governance Committee that it
strongly recommended the renomination of each director.
CORPORATE GOVERNANCE COMMITTEE
Kenneth Roman (Chair) Peter N. Larson
Lawrence T. Babbio, Jr. Kenneth L. Lay
Robert Ted Enloe, III Benjamin M. Rosen
George H. Heilmeier Lucille S. Salhany
George E.R. Kinnear II
STOCK PERFORMANCE GRAPH
The following graph compares Compaq's cumulative total return to the S&P
500 Composite Index and the S&P Computers (Hardware)-500 Index over a
five-year period, beginning December 31, 1991, and ending December 31, 1996.
The total stockholder return assumes $100 invested at the beginning of the
period in Compaq common stock, the S&P 500 Composite Index, and the S&P
Computers (Hardware)-500 Index. It also assumes reinvestment of all
dividends. Past financial performance should not be considered to be a
reliable indicator of future performance, and investors should not use
historical trends to anticipate results or trends in future periods.
TABLE V
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN
(PERFORMANCE GRAPH APPEARS HERE)
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
1991 1992 1993 1994 1995 1996
---- ---- ---- ---- ---- ----
Compaq Computer Corporation 100 185 280 449 546 846
S&P 500 Composite 100 108 118 120 165 203
S&P Computers (Hardware) 100 73 76 98 131 175
</TABLE>
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires Compaq's
directors, executive officers, and holders of more than 10% of Compaq's common
stock to file with the SEC initial reports of ownership and reports of
changes in ownership of Compaq's common stock. Compaq believes that during the
fiscal year ended December 31, 1996, its officers, directors and holders of
more than 10% of the common stock complied with all these filing requirements.
In making these statements, Compaq has relied upon the written representations
of its directors and officers.
GENERAL INFORMATION
Price Waterhouse LLP, independent accountants, has served as Compaq's
independent accountants since 1982, the year of Compaq's incorporation, and
has been appointed to audit Compaq's consolidated financial statements for
1997. The Board has not proposed that any formal action be taken at the
meeting with respect to the employment of Price Waterhouse LLP because no
action is required. Representatives of Price Waterhouse LLP will attend the
Annual Meeting and be available to answer questions. Representatives of Price
Waterhouse LLP will have the opportunity to make a statement at the meeting if
they desire to do so.
The expense of preparing, printing and mailing this Proxy Statement will be
paid by Compaq. To assist in the solicitation of proxies, Compaq has engaged
Corporate Investor Communications, Inc. ("CIC") at a fee of $9,000 plus
reimbursement of its out-of-pocket expenses. In addition to the use of the
mail, proxies may be solicited personally or by telephone by regular employees
of Compaq as well as by employees of CIC without additional compensation other
than reimbursement of out-of-pocket expenses. Compaq will reimburse banks,
brokers and other custodians, nominees, and fiduciaries for their costs in
sending the proxy materials to the beneficial owners of the common stock.
Proposals of stockholders that are intended to be presented at Compaq's 1998
annual meeting of stockholders must be received by Compaq no later than
November 7, 1997, to be included in the proxy statement and proxy relating to
that meeting.
[LOGO OF COMPAQ COMPUTER CORPORATION APPEARS HERE]
COMPAQ COMPUTER CORPORATION
Annual Meeting of Stockholders to be held April 24, 1997
This Proxy is Solicited on Behalf of The Board of Directors
The undersigned hereby appoints Earl L. Mason and J. David Cabello, and
each of them, with full power of substitution, proxies of the undersigned to
vote all shares of Common Stock of Compaq Computer Corporation that the
undersigned is entitled to vote at the Annual Meeting of Stockholders to be
held April 24, 1997, and all adjournments thereof, with all the powers the
undersigned would possess if personally present, and particularly, without
limiting the generality of the foregoing, to vote and act on the following
matters and in their discretion upon such other business as may properly come
before the meeting or any adjournment thereof.
THIS PROXY WILL BE VOTED AS SPECIFIED. IF NO SPECIFICATION IS MADE, THIS
PROXY WILL BE VOTED "FOR" THE ELECTION OF EACH DIRECTOR NOMINEE NAMED HEREIN.
SEE REVERSE SIDE
(continued, and to be signed, on the reverse side)
Please mark
votes as in
this example [X]
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE PROPOSAL.
Proposal: Election of ten directors of the Company
NOMINEES: Benjamin M. Rosen; Eckhard Pfeiffer; Lawrence T. Babbio, Jr.;
Robert Ted Enloe, III; George H. Heilmeier; George E.R. Kinnear II;
Peter N. Larson; Kenneth L. Lay, Kenneth Roman; and Lucille S. Salhany
[ ] I plan to attend
[ ] Mark here for address change and note below
For Withheld
All From All
Nominees Nominees
[ ] [ ]
[ ]________________________________________________
For all nominee(s) except as designated in the blank space above
Please sign as name appears. Joint owners should each sign. When signing as
attorney, executor, administrator, trustee or guardian,
please give full title as such. If signer is a corporation, please sign with
the full corporation name by authorized officer or officers.
Signature(s)__________________________ Date _____________
FOLD AND DETACH HERE
(LOGO OF COMPAQ COMPUTER CORPORATION APPEARS HERE)
COMPAQ COMPUTER CORPORATION
Notice of
ANNUAL MEETING OF STOCKHOLDERS
To be held April 24, 1997
To Our Stockholders:
Compaq Computer Corporation's Annual Meeting of Stockholders will be held
Thursday, April 24, 1997, at 10:00 AM at the Conference Center, CCA5, Compaq
Computer Corporation, 20555 SH 249, Houston, Texas.
Details of the business to be conducted at the Annual Meeting are
provided in the enclosed Proxy Statement.
Stockholders of record at the close of business on February 24, 1997,
will be entitled to vote at the Annual Meeting or any adjournments thereof.
