<PAGE>
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the registrant [X]
Filed by a party other than the registrant [_]
Check the appropriate box:
[_] Preliminary proxy statement
[X] Definitive proxy statement
[_] Definitive additional materials
[_] Solicitation material pursuant to Rule 14a-11(c) or Rule 14a-12
Information Resources, Inc.
- - --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- - --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
[X] $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-
6(j)(2).
[_] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[_] 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:
- - --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- - --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:/1/
- - --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- - --------------------------------------------------------------------------------
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement number,
or the form or schedule and the date of its filing.
(1) Amount previously paid:
- - --------------------------------------------------------------------------------
(2) Form, schedule or registration statement no.:
- - --------------------------------------------------------------------------------
(3) Filing party:
- - --------------------------------------------------------------------------------
(4) Date filed:
- - --------------------------------------------------------------------------------
- - -------------------------
/1/Set forth the amount on which the filing fee is calculated and state how it
was determined.
i
<PAGE>
INFORMATION RESOURCES, INC.
150 NORTH CLINTON STREET
CHICAGO, ILLINOIS 60661
NOTICE OF THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 26, 1994
To the Stockholders of
Information Resources, Inc.
Notice Is Hereby Given that the Annual Meeting of the stockholders of
INFORMATION RESOURCES, INC. (the "Company"), will be held at the offices of the
Company, 150 North Clinton Street, Chicago, Illinois 60661, on Thursday, May
26, 1994, at 10:00 am Central Daylight Time, for the purpose of considering and
acting upon the following matters:
1. To elect four directors to the Board of Directors of the Company, each
to serve for a term of three years; and
2. To consider and act upon such other business as may properly come
before the Meeting.
Stockholders of record as of the close of business on April 15, 1994, will be
entitled to notice of and to vote at the Meeting. The transfer books will not
be closed. For ten days prior to the Meeting, a list of stockholders entitled
to vote at the Meeting with the address of and number of shares held by each
will be kept on file at the offices of the Company at 150 North Clinton Street,
Chicago, Illinois 60661 and will be subject to inspection by any stockholder at
any time during the Company's usual business hours. The list will also be
available for inspection by any stockholder during the Meeting. Stockholders
who do not expect to attend in person are urged to execute and return the
accompanying proxy in the envelope enclosed.
The annual report of the Company for the year 1993 is being mailed to all
stockholders of record and accompanies this Proxy Statement.
By order of the Board of Directors,
Information Resources, Inc.
LOGO
Edward S. Berger
Secretary
Chicago, Illinois
May 2, 1994
<PAGE>
PROXY STATEMENT
INFORMATION RESOURCES, INC.
ANNUAL MEETING OF STOCKHOLDERS
MAY 26, 1994
GENERAL INFORMATION
This Proxy Statement is being furnished to the stockholders of Information
Resources, Inc., a Delaware corporation (the "Company"), 150 North Clinton
Street, Chicago, Illinois 60661, in connection with the solicitation of proxies
by its Board of Directors for use at the Annual Meeting of stockholders to be
held on May 26, 1994, and any adjournments thereof. The approximate date on
which this Proxy Statement and the accompanying proxy are first being sent to
stockholders is May 2, 1994.
Stockholders are urged to sign the accompanying form of proxy and return it
as soon as possible in the envelope provided for that purpose. Returning a
proxy card will not prevent a stockholder from attending the Meeting. If the
enclosed proxy is properly executed and returned in time for voting with a
choice specified thereon, the shares represented thereby will be voted as
indicated on such proxy. If no specification is made, the proxy will be voted
by the proxy committee (i) for the election as directors of the nominees named
below (or substitutes therefor if any nominees are unable or refuse to serve),
and (ii) in the discretion of such proxy committee, upon such matters not
presently known or determined which may properly come before the Meeting. A
stockholder who wishes to designate a person or persons to act as his or her
proxy at the Meeting, other than the proxies designated by the Board of
Directors, may strike out the names appearing on the enclosed form of proxy,
insert the name of any other such person or persons, sign the form, and
transmit it directly to such other designated person or persons for use at the
Meeting.
A stockholder who has given a proxy may revoke it at any time before it is
voted by (i) a subsequently dated proxy, (ii) written notification to the
persons named therein as proxies, which may be mailed or delivered to the
Company at the above address, or (iii) attendance at the Meeting and voting in
person. Attendance at the Meeting will not, in and of itself, constitute a
revocation of a proxy. All shares represented by effective proxies will be
voted at the Meeting and at any adjournments thereof.
The Company has one class of stock outstanding, common stock, $.01 par value
per share ("Common Stock"). On March 16, 1994, 25,728,833 shares of Common
Stock were outstanding and entitled to one vote each on all matters considered
at the Meeting. Stockholders of record as of the close of business on April 15,
1994 are entitled to notice of and to vote at the Meeting. There are no
cumulative voting rights with respect to the election of directors.
<PAGE>
OWNERSHIP OF SECURITIES
The following table shows the total number of shares of Company Common Stock
beneficially owned as of March 16, 1994, and the percentage of Company Common
Stock so owned as of that date, with respect to each person who is known to be
the beneficial owner of more than 5% of the Company's Common Stock:
<TABLE>
<CAPTION>
AMOUNT AND
NATURE OF
BENEFICIAL PERCENT
NAME OF BENEFICIAL OWNER OWNERSHIP(1) OF CLASS
------------------------ ------------ --------
<S> <C> <C>
Jennison Associates Capital Corp.(2)................... 2,419,200 9.40%
466 Lexington Avenue
New York, New York 10017
IDS Financial Corporation(2)........................... 1,515,615 5.89
IDS Tower 10
Minneapolis, Minnesota 55440
GeoCapital Corporation(2).............................. 1,369,585 5.32
767 Fifth Avenue
New York, New York 10153
</TABLE>
The following table shows the total number of shares of Company Common Stock
beneficially owned as of March 16, 1994, and the percentage of Company Common
Stock so owned as of that date with respect to (i) each director of the
Company, (ii) each executive officer named in the Summary Compensation Table
below (the "Named Executive Officers"), and (iii) all directors and executive
officers as a group:
<TABLE>
<CAPTION>
AMOUNT AND
NATURE OF
BENEFICIAL PERCENT
NAME OF BENEFICIAL OWNER OWNERSHIP(1) OF CLASS
------------------------ ------------ --------
<S> <C> <C>
Magid Abraham......................................... 111,103 *
James G. Andress...................................... 263, 626 1.01%
Gerald J. Eskin....................................... 406,543 1.58
Edwin E. Epstein...................................... 20,086 *
Gian M. Fulgoni....................................... 472,618 1.82
John D.C. Little...................................... 188,449 *
Leonard M. Lodish..................................... 28,345 *
Edward E. Lucente..................................... 3,750 *
Edith W. Martin....................................... 3,750 *
George G. Montgomery, Jr.............................. 15,650 *
Jeffrey P. Stamen..................................... 126,338 *
Glen L. Urban......................................... 48,390 *
Thomas M. Walker...................................... 155,534 *
Thomas W. Wilson, Jr.................................. 3,750 *
All directors and executive officers as a group (17
persons)............................................. 2,044,640 7.63
</TABLE>
- - --------
* Less than 1.0%
(1) Unless otherwise indicated, each person has sole voting and investment
power with respect to all such shares. The number of shares disclosed for
the following individuals includes stock options which are exercisable
within 60 days in the following amounts: (i) Magid Abraham--103,026
options; (ii) James G. Andress--263,626 options; (iii) Gerald J. Eskin--
39,776 options; (iv) Edwin E. Epstein--3,750 options; (v) Gian M. Fulgoni--
168,258 options; (vi) John D.C. Little--10,315 options; (vii) Leonard M.
Lodish--26,811 options; (vi) Edward E. Lucente--
2
<PAGE>
3,750 options; (vii) Edith W. Martin--3,750 options; (viii) George G.
Montgomery, Jr.--6,250 options; (ix) Jeffrey P. Stamen--126,338 options; (x)
Glen L. Urban--10,322 options; (xi) Thomas M. Walker--155,534 options; (xii)
Thomas W. Wilson, Jr.--3,750 options; and (xiii) certain executive officers
not named above--133,782 options.
(2) Number of shares is based upon information set forth in Schedule 13G filed
with the Securities and Exchange Commission ("SEC") for calendar year end
1993, which indicates that such shares are held on behalf of numerous
clients of the stockholder, a registered investment advisor.
Section 16(a) of the Securities Exchange Act of 1934 (the "Section 16") sets
forth certain filing requirements relating to securities ownership by
directors, executive officers and ten percent stockholders of a publicly-held
company. To the Company's knowledge, all filing requirements were satisfied by
the Company's directors and executive officers, except that Glen L. Urban, a
director of the Company, inadvertently failed to file one report with respect
to an open-market sale of Company Common Stock. This transaction was
subsequently disclosed on a Section 16 report after the required filing
deadline. In making the foregoing disclosures, the Company has relied solely on
written representations of its directors and executive officers and copies of
the Section 16 reports that they have filed with the SEC.
3
<PAGE>
ELECTION OF DIRECTORS
(PROPOSAL NUMBER 1 ON THE ENCLOSED PROXY CARD)
The By-Laws of the Company provide that the number of directors of the
Company shall not be less than five nor more than 15 and will be determined
from time to time by resolution of the Board of Directors. The number of
directors is currently set at 15. The Certificate of Incorporation of the
Company provides for a classified Board of Directors consisting of three
classes and that the directors will be elected to hold office for terms of
three years or until their successors are elected and qualified. Those
directors identified below as nominees for election have been nominated for
election to full three-year terms ending in 1997. Also listed below are the
remaining directors of the Company whose terms expire as indicated below. If
the listed nominees are elected at the Meeting, the Board of Directors will
have two vacancies. It is anticipated that the Board will take action at its
next regularly scheduled meeting to reduce the size of the Board to 13.
It is intended that, in the absence of contrary specifications, votes will be
cast pursuant to the enclosed proxies for the election of the listed nominees.
Proxies will not be voted for a greater number of nominees. Should any of the
nominees become unable or unwilling to accept nomination or election, it is
intended, in the absence of contrary specification, that the proxies will be
voted for the balance of those named and for a substitute nominee or nominees.
However, as of the date of this proxy statement, officials of the Company know
of no reason to anticipate such an occurrence. All of the nominees have
consented to be named as nominees and to serve as directors if elected.
<TABLE>
<CAPTION>
POSITIONS WITH COMPANY, BUSINESS
NAME AGE EXPERIENCE, AND OTHER POSITIONS
- - ---- --- -------------------------------------------
<S> <C> <C>
A. NOMINEES FOR ELECTION:
Gerald J. Eskin, Ph.D.......... 59 Co-founder of the Company; Vice Chairman
since December 1981; Director since 1977;
Professor of Marketing at the University of
Iowa since 1974 (currently adjunct status).
John D.C. Little, Ph.D......... 66 Director of the Company since 1985; Profes-
sor of Management Science at The Sloan
School of Management, Massachusetts Insti-
tute of Technology.
George G. Montgomery, Jr....... 60 Director of the Company since 1982; Manag-
ing Director of Hambrecht & Quist Incorpo-
rated, investment bankers. Employed by
Hambrecht & Quist Incorporated since 1983
and was a general partner of its predeces-
sor from 1981 until January 1983.
Glen L. Urban, Ph.D............ 54 Director of the Company since January 1986;
Professor of Management Science at The
Sloan School of Management, Massachusetts
Institute of Technology; Director of The
Dexter Corporation.
B. TERMS EXPIRING IN 1995:
Gian M. Fulgoni................ 46 Chairman of the Board of Directors of the
Company since February 1991; Chief Execu-
tive Officer since January 1986; Vice
Chairman from November 1988 until February
1991; President and Chief Operating Officer
from December 1981 until November 1989; Di-
rector since 1981; Director of PLATINUM
technology, inc. and U.S. Robotics, Inc.
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
POSITIONS WITH COMPANY, BUSINESS
NAME AGE EXPERIENCE, AND OTHER POSITIONS
- - ---- --- -------------------------------------------
<S> <C> <C>
James G. Andress............... 55 President and Chief Operating Officer of
the Company since March 1994; Chief Execu-
tive Officer since May 1990; Vice Chairman
from July 1993 until March 1994; President
from November 1989 until July 1993; Chief
Operating Officer from November 1989 until
May 1990; Director since November 1989;
Chairman of the Board of Directors of
SmithKline Beecham Healthcare Products and
Services from July 1989 until November
1989; Chairman of the Board of Directors of
Beecham Pharmaceuticals from July 1988 un-
til July 1989; President and Chief Operat-
ing Officer of Sterling Drug, Inc. from May
1985 until July 1988; Director of the
Liposome Co., Inc., NeoRx Corp., Sepracor,
Inc., Genelabs Technologies, Inc., Genetics
Institute, Inc., OptionCare, Inc., America
Online, Inc., Walsh International, Inc. and
Allstate Insurance Co., Inc.
Leonard M. Lodish, Ph.D........ 50 Director of the Company since January 1986;
Samuel R. Harrell Professor of the Market-
ing Department at The Wharton School of
Business, University of Pennsylvania; Di-
rector of Franklin Electronic Publishing,
Geotek Industries and J & J Snack Foods,
Inc.
Edith W. Martin, Ph.D.......... 48 Director of the Company since 1991; Vice
President and Chief Information Officer for
INTELSAT since 1992; Vice President of High
Technology Center for The Boeing Company
from 1984 to 1992; Director of Medtronic,
Inc. and Immunex, Inc.
Thomas W. Wilson, Jr........... 62 Director of the Company since 1991; Senior
Partner of McKinsey & Company, management
consultants, from 1973 until 1990 (re-
tired); Director of UNIQUEST, Inc.
C. TERMS EXPIRING IN 1996:
Edwin E. Epstein............... 70 Director of the Company since 1987; Presi-
dent of Retailing Insights, Inc., food in-
dustry consultants, since 1971.
</TABLE>
5
<PAGE>
<TABLE>
<CAPTION>
POSITIONS WITH COMPANY, BUSINESS
NAME AGE EXPERIENCE, AND OTHER POSITIONS
- - ---- --- -------------------------------------------
<S> <C> <C>
Edward E. Lucente............... 54 Director of the Company since 1991; Head of
world-wide sales and marketing of Digital
Equipment Corp. from March 1993 until April
1994; Executive Vice President of Northern
Telecom Limited from January 1992 until
March 1993; Member of the Executive Office
of Northern Telecom Limited from February
1991 until March 1993; Senior Vice Presi-
dent of Marketing for Northern Telecom Lim-
ited from February 1991 until January 1992;
President and Representative Director of
IBM World Trade Asia Corporation from 1988
until February 1991; Corporate Vice Presi-
dent of International Business Machines
Corporation ("IBM") from 1981 until Febru-
ary 1991; Member of IBM's Corporate Manage-
ment Board from February 1986 until Febru-
ary 1991; Director of Genicom Corporation.
Jeffrey P. Stamen............... 48 Vice President of the Company since January
1986; President--IRI Software (formerly
known as the Software Products Group) since
February 1991; President of the DSS Divi-
sion from February 1988 until February
1991; Employed by the Company in senior
management positions since June 1985; Di-
rector since March 1994.
Thomas M. Walker................ 46 Executive Vice President and Chief Finan-
cial and Administrative Officer of the Com-
pany since March 1994; President of the Fi-
nance and Administration Division since
September 1990; Chief Financial Officer and
Treasurer from September 1990 until March
1994; Director since March 1994; Vice Pres-
ident of Finance and Administration and
Chief Financial Officer of Praxis
Biologics, Inc. from 1988 until September
1990; Corporation Director of Finance and
Administration of Sterling Drug, Inc. from
1986 until 1988; Vice President of Finance
and Planning for the Japan-Canada-Austra-
lia-Pacific International Group and the
world-wide Chemical Group of Sterling Drug,
Inc. from 1983 until 1986.
</TABLE>
MEETINGS OF THE BOARD OF DIRECTORS
During 1993, the Board of Directors met six times, and all members, except
for Mr. Thomas J. Burrell, attended at least 75% of the Board meetings and
their respective Committee meetings. Mr. Burrell resigned from the Board on
September 8, 1993, and attended 25% of the Board meetings and all of his
respective Committee meetings held prior to his resignation.
6
<PAGE>
The Board of Directors maintains an Executive Committee, Audit Committee, and
Human Relations Committee and Executive Stock Option Committee. The Company has
no nominating committee. The nominating function is performed by the Executive
Committee, which has not established any policy or procedure for considering
nominees recommended by stockholders.
The Executive Committee is empowered to exercise the authority of the Board
of Directors in the management of the business and affairs of the Company
between the meetings of the Board, except as provided by the By-Laws or limited
by the provisions of the Delaware General Corporation Law. During 1993, the
Executive Committee was composed of Messrs. Fulgoni, Andress, Eskin and Magid
Abraham. The Committee met formally and informally on a regular basis during
1993 and took action at a meeting on six occasions and by unanimous written
consent on 12 occasions. Effective as of March 16, 1994, the Committee was
increased to seven persons. The Executive Committee is currently composed of
Messrs. Fulgoni, Andress, Eskin, Epstein, Little, Walker and Wilson.
The Audit Committee recommends to the Board of Directors the appointment of
the independent accountants for the following year and reviews the scope of the
audit, the independent auditors report and the auditors' comments relative to
the adequacy of the Company's system of internal controls and accounting
policies. The Audit Committee is composed of Messrs. Epstein, Urban and Wilson.
The Audit Committee met during 1993 on two occasions.
The Human Relations Committee, formerly known as the Compensation Committee,
is responsible for making determinations regarding salaries and other
compensation for the Company's executive officers. The Committee also makes
recommendations to the Executive Stock Option Committee with respect to stock
option grants to the Company's directors and executive officers pursuant to the
Information Resources, Inc. 1992 Executive Stock Option Plan (the "Executive
Stock Option Plan"). The Human Relations Committee met on two occasions during
1993. The Committee is currently composed of Messrs. Lodish and Montgomery and
Dr. Martin. During 1993, the Committee was composed of Messrs. Epstein, Lodish
and Montgomery.
The Executive Stock Option Committee is responsible for making determinations
regarding the grant of stock options from time to time to the Company's
directors and executive officers pursuant to the Company's Executive Stock
Option Plan. During 1993, the Executive Stock Option Committee met on one
occasion and approved all director and executive stock option grants throughout
the course of the year. The Committee is currently composed of Mr. Montgomery
and Dr. Martin. During 1993, the Committee was composed of Messrs. Epstein and
Montgomery.
EXECUTIVE COMPENSATION
The following information regarding compensation is given with respect to the
Chief Executive Officers and the three other highest paid executive officers of
the Company (the "Named Executive Officers").
REPORT ON EXECUTIVE COMPENSATION
The Company's compensation committee of the Board of Directors, called the
Human Relations Committee (the "Committee"), is responsible for determining the
annual salary, bonus, incentive stock option awards and other compensation of
the Company's executive officers. The Committee is composed entirely of
outside, non-management directors.
The goals of the Company's compensation programs are to align executive
compensation with the Company's performance, and to attract, retain and reward
executive officers who contribute to the Company's success within a highly
competitive industry. The programs are intended to support the goal of
increasing stockholder value by achieving specific financial and strategic
objectives.
7
<PAGE>
The Committee has considered the potential impact of Section 162(m) of the
Internal Revenue Code on executive compensation in future years. Section 162(m)
disallows a tax deduction by any publicly-held corporation for individual
compensation exceeding $1 million in any taxable year for a named executive
officer, unless compensation is performance based. The Committee has determined
that, while Section 162(m) should be given consideration in compensating
executive officers, the Committee's current philosophy should not be
arbitrarily altered in order to limit or maintain executive compensation within
the Section 162(m) deduction limit. Since the targeted salary and bonus
potential of each of the Named Executive Officers is well below the $1 million
threshold and options granted to the Named Executive Officers under the
Executive Stock Option Plan will meet the requirement of being performance
based, the Committee believes that Section 162(m) will not reduce the tax
deduction available to the Company for its 1994 taxable year.
Compensation of Executive Officers Generally
The Company's fundamental compensation philosophy is to relate the total
compensation package for an executive officer directly to his or her
contribution to the Company's performance objectives. Each executive's
incentive, or "at risk," compensation is directly tied to the achievement of
both Company and individual objectives, including both quantitative and
qualitative objectives (though quantitative, strategic and tactical objectives
are emphasized). Although the performance objectives of each executive officer
may differ depending upon the role and responsibilities within the management
team, the performance objectives for the executive officers as a group
generally include the following: (i) Company revenues and earnings per share;
(ii) business unit revenues and profitability; and (iii) qualitative objectives
toward tactical and strategic goals. Depending upon the individual executive
officer, these qualitative objectives may include successful new product
introductions; the development and implementation of systems and procedures to
provide cost controls; and the furtherance of international expansion, among
other objectives.
The Company's executive compensation package consists of three principal
components: (i) base salary; (ii) potential for an annual cash bonus based upon
Company, business unit and individual performance; and (iii) the opportunity to
earn equity-based incentives (i.e. stock options) to reward individual
performance, which is intended to encourage continued superior achievement and
to further align management and stockholder interests. The Company generally
seeks to position its executive compensation package for each executive
position at a level which is higher than the industry average for outstanding
performance. The Company seeks to measure its total compensation package
against that of a broad group of comparable and general industry companies. For
this purpose, the Committee has used the compensation surveys of a major
compensation consulting firm. The compensation surveys reviewed by the
Committee were generally oriented to service and software companies with
revenues comparable to the revenues of the Company as a whole or, where
applicable, to companies with revenues comparable to the revenues of the
Company's two principal operating groups, the "Information Services Group" and
"IRI Software." Although several of the companies that are included in these
compensation surveys utilized by the Committee are also included in the
industry index cited in the Performance Graph shown below, both the
compensation surveys and performance graph index are broad surveys including
information about companies that are not on both company lists.
Salary. The Committee reviews each executive officer's salary annually. In
determining appropriate salary levels, the Committee considers the level and
scope of responsibility, experience, Company and individual performance for the
previous year, contractual provisions in employment agreements, as well as
competitive market data on salary levels. Following the 1992 fiscal year, the
Committee generally awarded merit salary increases to the Company's executive
officers which were paid during 1993. As reflected by the performance of the
Company during 1992, the Committee concluded that the executive officers
satisfactorily achieved or exceeded their performance objectives during 1992
and awarded appropriate salary increases that were paid during 1993.
8
<PAGE>
Cash Bonuses. Each year the Company's group and applicable divisional
presidents set individual and relevant group and/or divisional performance
objectives which are approved by the Company's Chief Executive Officers.
Although these performance objectives may vary from person to person, the
greatest weight is placed on objectives that are tied directly to group and/or
divisional contribution to the Company's profit. At the beginning of each year,
target cash bonuses (based as a percentage of each executive officer's salary)
are set for each executive officer. Bonus targets ranged from 28.5% to 30% for
executive officers during 1993. Depending upon the level of achievement of
these quantitative and qualitative objectives, a particular executive officer
may be awarded a cash bonus that meets, exceeds or falls short of his or her
target percentage bonus. However, the Committee retains the discretionary
authority to either increase or decrease the bonus or, if applicable, not pay
the executive officer a bonus for the year based on its evaluation of
qualitative factors as well as the Company's long-term and short-term operating
results. In 1993, consistent with a Company plan adopted in 1992, each
executive officer of the Company received one-third of his or her cash bonus
potential in stock options. Such options were granted in 1993 and vested in
March 1994. In lieu of the balance of the 1993 earned cash bonus, each
executive officer will also receive (at the executive officer's election)
options to acquire Company stock. The Company granted in April 1994 fully
vested options equaling 125% of each executive officer's earned cash bonus
determined based upon an evaluation of each executive officer's performance for
1993. Based upon their 1993 achievements, the executive officers, as a group,
were entitled to receive approximately 85% of their 1993 cash bonus potential.
Option Grants. During 1993, the Company awarded stock options to its
executive officers (i) in lieu of a portion of an executive officer's
anticipated and earned 1993 cash bonus (as described above), (ii) as a reward
for performance for outstanding services rendered in 1992 and (iii) as an
inducement to a key person to join the Company's executive management team. See
table entitled "Stock Option Grants in Last Fiscal Year" below. The Committee
believes that stock based incentives for executive officers are an important
feature of the Company's executive compensation package. Except for special
option grants, such as options granted in lieu of a cash bonus, stock options
granted to executive officers generally vest over a four-year period and are
typically granted with an exercise price equal to the fair market value of the
Company's Common Stock as of the date of grant. The ultimate value of stock
options is directly tied to the value of a share of Common Stock. In
determining the size and terms of stock option performance grants, the
Committee focused primarily on individual performance and results for calendar
year 1992 which, in certain cases, substantially exceeded expectations.
Compensation of the Chief Executive Officers
The Office of the Chief Executive is currently served by two members, Mr.
Gian M. Fulgoni, also Chairman of the Board of Directors, and Mr. James G.
Andress, also President and Chief Operating Officer of the Company. Messrs.
Fulgoni and Andress were compensated in 1993 utilizing the same philosophy and
general criteria used for other executive officers as described above.
Principal objectives of the Chief Executive Officers for 1993 included (i) the
attainment of specific revenue, profit margin and earnings per share
thresholds, (ii) the improvement of Company cash flow, (iii) the furtherance of
international expansion, and (iv) the improvement of service quality, among
other objectives.
During 1993, Messrs. Fulgoni and Andress each received a $330,750 salary.
This reflects a five percent increase over the salary amount paid in 1992.
Consistent with the Company's 1992 salary increase deferral plan, neither of
Messrs. Fulgoni or Andress received a salary increase in 1992. Each of Mr.
Fulgoni's and Mr. Andress' 1993 cash bonus potential was targeted at 30% of
their base salary. Based upon their 1993 achievements, both Mr. Fulgoni and Mr.
Andress were entitled to
9
<PAGE>
receive 80% of their 1993 cash bonus potential. Both have elected to receive
stock options in 1994 in lieu of the balance of their respective 1993 cash
bonuses. During 1993, Mr. Fulgoni and Mr. Andress received stock options (i) in
lieu of their 1992 cash bonuses (13,696 each), (ii) in lieu of a portion of
cash bonuses for services rendered in 1993 (6,678 each) and (iii) as
performance options as compensation for services performed in 1992 (100,000
each). One third of the performance options (33,333) granted to each of Mr.
Fulgoni and Mr. Andress begin vesting on each of the first, second and third
anniversary dates of the grant. Each one-third tranche of such options then
vest over a four year period in equal annual installments. Accordingly, the
total vesting period for such option grant is six years. See table entitled
"Stock Option Grants in the Last Fiscal Year" below.
It is the Committee's view that each of Mr. Fulgoni's and Mr. Andress' total
compensation package was based on an appropriate balance of (i) the Company's
performance in 1993 (or 1992 in the case of the 1993 performance options), (ii)
individual performance levels and (iii) competitive standards.
The foregoing report has been approved by current and former members of the
Committee.
The Human Relations Committee
George G. Montgomery, Jr., Chairman*
Edwin E. Epstein**
Leonard M. Lodish
Edith W. Martin*
- - --------
*Also a member of the Executive Stock Option Committee.
**Former member. Served during 1993.
10
<PAGE>
SUMMARY COMPENSATION TABLE
The following table sets forth all compensation to the Named Executive
Officers for services rendered to the Company for the Company's last three
fiscal years:
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
ANNUAL COMPENSATION AWARDS
--------------------- ------------
NUMBER OF
SECURITIES
NAME AND UNDERLYING ALL OTHER
PRINCIPAL POSITION YEAR SALARY BONUS OPTIONS COMPENSATION(10)
- - ------------------ ---- -------- ------- ------------ ---------------
<S> <C> <C> <C> <C> <C>
Gian M. Fulgoni............ 1993 $330,750 $ 0 120,374(1) $1,826
Chairman of the Board..... 1992 315,000 0 55,735(2) 1,746
and Chief Executive
Officer................... 1991 314,654 0 39,790(3) *
James G. Andress........... 1993 330,750 0 120,374(1) 2,698
President, Chief
Executive................. 1992 315,000 0 55,735(2) 2,618
Officer and Chief
Operating................. 1991 314,654 0 39,790(3) *
Officer
Magid Abraham.............. 1993 258,096 0 204,129(4) 2,698
Vice Chairman and Chief... 1992 205,000 44,270 55,576(5) 2,618
Development Officer....... 1991 204,192 66,000 8,842(3) *
Jeffrey P. Stamen.......... 1993 239,398 0 155,735(6) 2,698
President--IRI............ 1992 222,600 56,683 26,055(7) 2,618
Software.................. 1991 222,355 66,296 14,086(3) *
Thomas M. Walker........... 1993 210,000 0 79,010(8) 2,520
Executive Vice President.. 1992 209,999 42,294 25,267(9) 2,618
and Chief Financial and... 1991 203,538 59,689 10,526(3) *
Administrative Officer
</TABLE>
- - --------
*Not required to be reported.
(1) Includes 13,696 options granted in lieu of the cash bonus for services
rendered in 1992, 100,000 performance options granted for services rendered
in 1992 and 6,678 options granted in lieu of a portion of the cash bonus
for services rendered in 1993.
(2) Includes 14,000 options granted in lieu of the cash bonus for services
rendered in 1991, 33,167 performance options granted for services rendered
in 1991 and 6,678 options granted in lieu of a portion of the cash bonus
for services rendered in 1992. Also includes 1,890 options granted in lieu
of a salary increase for 1992.
(3) Represents performance options granted for services rendered in 1990.
(4) Includes 200,000 performance options granted for services rendered in 1992
and 4,129 options granted in lieu of a portion of the cash bonus for
services rendered in 1993.
(5) Includes 50,000 performance options granted for services rendered in 1991,
4,346 granted in lieu of a portion of the cash bonus for services rendered
in 1992 and 1,230 options granted in lieu of a salary increase for 1992.
(6) Includes 1,252 options granted in lieu of a portion of the cash bonus for
services rendered in 1992, 150,000 performance options granted for services
rendered in 1992 and 4,483 options granted in lieu of a portion of the cash
bonus for services rendered in 1993.
(7) Includes 20,000 performance options granted for services rendered in 1991,
4,719 options granted in lieu of a portion of the cash bonus for services
rendered in 1992 and 1,336 options granted in lieu of a salary increase for
1992.
(8) Includes 75,000 performance options granted for services rendered in 1992
and 4,010 options granted in lieu of a portion of the cash bonus for
services rendered in 1993.
11
<PAGE>
(9) Includes 20,000 performance options granted for services rendered in 1991,
4,007 options granted in lieu of a portion of the cash bonus for services
rendered in 1992 and 1,260 options granted in lieu of a salary increase for
1992.
(10) Represents contributions made by the Company to the Information Resources,
Inc. 401(k) Retirement Savings Plan.
STOCK OPTION GRANTS IN THE LAST FISCAL YEAR
The following table sets forth information concerning individual grants of
stock options made during the Company's last fiscal year to each of the Named
Executive Officers:
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
VALUE AT ASSUMED
ANNUAL RATES OF STOCK
PRICE APPRECIATION
INDIVIDUAL GRANTS FOR OPTION TERM(6)
------------------------------- ---------------------
NUMBER OF
SECURITIES % OF TOTAL OPTIONS
UNDERLYING GRANTED TO
OPTIONS EMPLOYEES IN EXERCISE EXPIRATION
NAME GRANTED FISCAL YEAR PRICE(5) DATE 5% 10%
- - ---- ---------- ------------------ -------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
Gian M. Fulgoni......... 113,696(1) 3.2% $27.50 04/21/03 $1,966,327 $4,983,059
6,678(2) .2 28.75 02/28/03 120,743 305,987
James G. Andress........ 113,696(1) 3.2 27.50 04/21/03 1,966,327 4,983,059
6,678(2) .2 28.75 02/28/03 120,743 305,987
Magid Abraham........... 200,000(3) 5.7 27.50 04/21/03 3,458,920 8,765,584
4,129(2) .1 28.75 02/28/03 74,655 189,191
Jeffrey P. Stamen....... 151,252(4) 4.3 27.50 04/21/03 2,615,843 6,629,060
4,483(2) .1 28.75 02/28/03 81,056 205,411
Thomas M. Walker........ 75,000(4) 2.1 27.50 04/21/03 1,297,095 3,287,094
4,010(2) .1 28.75 02/28/03 72,504 183,739
</TABLE>
- - --------
(1) Represents 13,696 options granted on April 21, 1993 in lieu of the cash
bonus for services rendered in 1992, 1,474 of which became exercisable on
the date of grant and the remainder of which are exercisable in quarterly
installments beginning on the first anniversary of the grant date and for
the next three anniversaries thereafter. Also represents 100,000
performance options granted on April 21, 1993 for services rendered in
1992, which are exercisable in the following manner: (i) 8,334 options
exercisable on the first and sixth anniversaries of the grant date; (ii)
16,666 options exercisable on the second and fifth anniversaries of the
grant date; and (iii) 25,000 options exercisable on the third and fourth
anniversaries of the grant date.
(2) Represents options granted on February 28, 1993 in lieu of a portion of the
cash bonus for services rendered in 1993, which became fully exercisable on
March 31, 1994.
(3) Represents performance options granted on April 21, 1993 for services
rendered in 1992, which are exercisable in quarterly installments beginning
on the first anniversary of the grant date and on the next three
anniversaries thereafter.
(4) Represents 1,252 options granted on April 21, 1993 in lieu of a portion of
the cash bonus for services rendered in 1992, all of which became
exercisable on the date of grant. Also represents 150,000 performance
options granted on April 21, 1993 for services rendered in 1992, which are
exercisable in quarterly installments beginning on the first anniversary of
the grant date and for the next three anniversaries thereafter.
(5) Represents the fair market value of the Company's Common Stock on the date
of grant.
(6) The amounts shown under these columns are the result of calculations at the
5% and 10% rates required by the Securities and Exchange Commission and are
not intended to forecast future appreciation of the price of the Company's
Common Stock.
12
<PAGE>
AGGREGATE STOCK OPTION EXERCISES IN THE LAST FISCAL YEAR
AND FISCAL YEAR-END STOCK OPTION VALUES
The following table sets forth information concerning each exercise of stock
options during the Company's last fiscal year by each of the Named Executive
Officers and the fiscal year-end value of unexercised stock options:
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED IN-
UNDERLYING UNEXERCISED THE-MONEY OPTIONS AT F-Y
OPTIONS AT F-Y END END
SHARES ACQUIRED VALUE ------------------------- -------------------------
NAME ON EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- - ---- --------------- ---------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Gian M. Fulgoni......... 0 $ 0 115,715 187,339 $3,142,220 $2,914,481
James G. Andress........ 30,000 720,625 223,859 171,796 6,101,862 2,487,037
Magid Abraham........... 95,000 2,469,549 80,833 208,317 2,279,900 3,129,250
Jeffrey P. Stamen....... 68,918 1,558,227 46,686 211,995 980,480 2,472,229
Thomas M. Walker........ 40,151 854,542 6,260 99,274 114,245 1,290,504
</TABLE>
PERFORMANCE GRAPH
The following line graph compares the annual percentage change in the
Company's cumulative total stockholder return on its Common Stock over the past
five fiscal years with the cumulative total return of (i) the Standard & Poors
500 Composite Index and (ii) the Hambrecht & Quist Incorporated Technology
Index. The cumulative total returns displayed below have assumed the
reinvestment of a special dividend in October of 1990, declared in connection
with the Company's tax-free spin off of VideOcart, Inc.
<TABLE>
[GRAPH APPEARS HERE]
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
AMONG INFORMATION RESOURCES, INC., S&P 500 INDEX AND
HAMBRECHT & QUIST INCORPORATED TECHNOLOGY INDEX
<CAPTION>
Measurement Period INFORMATION S&P 500 H&Q TECHNOLOGY
(Fiscal Year Covered) RESOURCES INDEX INDEX
- - ------------------- ----------- ------- --------------
<S> <C> <C> <C>
Measurement Pt-12/88 $100 $100 $100
FYE 12/89 $128.75 $131.69 $108.47
FYE 12/90 $100 $127.60 $ 99.16
FYE 12/91 $275 $166.47 $146.60
FYE 12/92 $325 $179.15 $168.42
FYE 12/93 $385 $197 $184
</TABLE>
13
<PAGE>
EMPLOYMENT AGREEMENTS
The Company has entered into employment agreements with four of its Named
Executive Officers. These agreements have been entered into with James G.
Andress, President, Chief Executive Officer and Chief Operating Officer, Thomas
M. Walker, Executive Vice President and Chief Financial and Administrative
Officer, Magid Abraham, Vice Chairman and Chief Development Officer, and
Jeffrey P. Stamen, President--IRI Software. The Company intends to enter into
an employment agreement with Gian M. Fulgoni, Chairman of the Board of
Directors and Chief Executive Officer.
Mr. Andress' agreement provides for a minimum base salary of $300,000 per
year plus a bonus or other incentive compensation as the Board of Directors or
the Executive Committee shall deem appropriate. Mr. Andress' agreement may be
terminated by either party upon six months prior written notice. In the event
Mr. Andress terminates the agreement for "Good Reason" (as defined in the
agreement), he shall receive his base salary for the unexpired term of the
agreement, and he may immediately exercise in full any unexercised stock
options held by him. In addition, in the event the agreement is terminated for
any reason, including the foregoing, Mr. Andress or his estate, as the case may
be, shall have the right to exercise the stock options for a period of one year
and one month thereafter. Upon Mr. Andress' death during the term of the
agreement, the Company shall continue to pay his base salary to his spouse for
a period of six months thereafter.
Mr. Walker's agreement was amended and restated effective as of March 16,
1994. Mr. Walker's agreement provides for a minimum base salary of $280,000 per
year, to be increased by not less than 6% each year and by such additional
amount which is necessary to match the base salary of any other chief executive
officer of any Company group. Mr. Walker's agreement also provides for a bonus
or other incentive compensation as provided under any present or future
incentive plan of the Company. Mr. Walker's agreement also provides for the
grant of stock options to purchase 150,000 shares of Company Common Stock, one-
third of which are immediately exercisable and the remainder of which become
exercisable in equal amounts on the next two anniversaries of the date of the
agreement, provided Mr. Walker is employed with the Company during that time.
Mr. Walker's agreement may be terminated in the following manner: (i) by either
party upon 24 months prior written notice; (ii) by the Company for "Cause" (as
defined in the agreement); (iii) by Mr. Walker for "Good Reason" (as defined in
the agreement); and (iv) upon the death of Mr. Walker. In the event the
agreement is terminated by the Company for "Cause" or Mr. Walker for "Good
Reason," he shall continue to be compensated as an employee of the Company for
the 24 month period following termination or until he secures a new full-time
position elsewhere, whichever occurs earlier. For the 24 month period following
Mr. Walker's death, the Company shall pay his spouse, or his estate if his
spouse is not then living, the base salary or disability payments in effect
immediately prior to his death.
Mr. Andress' and Mr. Walker's agreements both provide that all stock options
held by the executive, or by his estate if the executive is not then living,
may be exercised immediately in the event of a Change of Control. If for any
reason such options are unexercisable at that time, the Company shall pay the
executive or his estate an amount of cash equal to the difference between the
exercise price of all such unexercisable options and the greater of: (i) the
mean between the high and low price of one share of Common Stock on the date of
such Change of Control or (ii) the highest price per share actually paid in
connection with any Change of Control of the Company. A Change of Control
generally includes any merger, consolidation or reorganization of the Company
pursuant to which the Company or any entity controlled by it is not the
surviving entity, or any change in beneficial ownership or power to vote 30% or
more of the voting securities of the Company.
14
<PAGE>
Mr. Abraham's agreement provides for a minimum base salary and participation
in all Company benefit plans on the same basis as other executive officers of
the Company. Mr. Abraham's agreement may be terminated by either party upon six
months prior written notice or by the Company in the event of cause, or upon
Mr. Abraham's death or disability. Mr. Stamen's agreement provides for a
minimum base salary and participation in all Company benefit plans on the same
basis as other executive officers of the Company. Mr. Stamen's agreement may be
terminated by either party upon 90 days written notice or by the Company in the
event of cause, or upon Mr. Stamen's death or disability.
DIRECTOR COMPENSATION
In 1993, directors who are not full-time employees of the Company each
received a fee of $15,000 plus $1,500 for each Board meeting attended, with the
exception of Mr. Lodish, who, pursuant to an employment/retainer agreement with
the Company, received a fee of $25,000. See "Compensation Committee Interlocks
and Insider Participation" below. Such directors also received $2,500 for each
committee membership, except that the chairmen of the Audit Committee and the
Compensation Committee (now known as the Human Relations Committee) each
received a fee of $5,000. All directors are reimbursed for travel expenses. In
addition to options disclosed elsewhere herein which were granted to certain
directors who are also Named Executive Officers of the Company, the Company
granted options to directors during 1993 to purchase the following shares: (i)
2,500 shares to Messrs. Epstein and Montgomery at an exercise price of $34.00;
(ii) 55,791 shares to Mr. Eskin at an exercise price of $28.75 for 2,501
options and $27.50 for the remaining 53,290 options; (iii) 6,088 shares to Mr.
Little at an exercise price of $28.75 for 1,558 options and $27.50 for the
remaining 4,530 options; and (iv) 10,000 shares to Mr. Lodish at an exercise
price of $28.75 for 2,449 options and $27.50 for the remaining 7,551 options.
In all cases, the exercise price of the options granted was equal to the fair
market value per share of the Company's Common Stock on the date of grant.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During 1993, the Compensation Committee of the Board of Directors (now known
as the Human Relations Committee) consisted of Edwin E. Epstein, Leonard M.
Lodish and George G. Montgomery, Jr. Mr. Montgomery is managing director of
Hambrecht & Quist Incorporated, an investment banking firm. During 1992,
Hambrecht & Quist Incorporated rendered certain investment banking services to
the Company, all in the regular course of business. These services included
acting as an underwriter of a public offering of Common Stock in 1992. The
Company has also entered into an employment/retainer agreement with Mr. Leonard
M. Lodish, whereby the Company pays Mr. Lodish, as a part-time employee, a
retainer of $2,500 per day for 3.5 days per month. The agreement also provides
that Mr. Lodish be paid $25,000 per year for serving on the Board of Directors.
MANAGEMENT RELATIONSHIPS AND RELATED TRANSACTIONS
George G. Montgomery, Jr., a director of the Company, is managing director of
Hambrecht & Quist Incorporated, an investment banking firm. During 1992,
Hambrecht & Quist Incorporated rendered certain investment banking services to
the Company, all in the regular course of business. These services included
acting as an underwriter of a public offering of Common Stock in 1992.
15
<PAGE>
The Company has also entered into an employment/retainer agreement with Mr.
Leonard M. Lodish, whereby the Company pays Mr. Lodish, as a part-time
employee, a retainer of $2,500 per day for 3.5 days per month. The agreement
also provides that Mr. Lodish be paid $25,000 per year for serving on the Board
of Directors.
RELATIONSHIP WITH INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Company's financial statements for the year ended December 31, 1993 have
been audited by Grant Thornton, independent certified public accountants. Grant
Thornton will be selected as the Company's independent certified public
accountants for calendar year 1994. It is expected that representatives of
Grant Thornton will attend the Meeting to make an appropriate statement if
desired and will be available to respond to appropriate questions.
STOCKHOLDER PROPOSALS FOR 1995 ANNUAL MEETING
In order for a proposal by a stockholder of the Company to be included in the
Company's proxy statement and form of proxy for the 1995 Annual Meeting of
stockholders, the proposal must be received by the Company no later than
January 2, 1995.
VOTING PROCEDURES
Stockholders are urged to sign the accompanying form or forms of proxy,
solicited on behalf of the Board of Directors of the Company, and to return it
or them at once in the envelope provided for that purpose. The shares
represented by proxies that are properly signed and returned will be voted in
accordance with the stockholders' directions. If no direction is given, proxies
will be voted in accordance with the recommendations of the Board of Directors
set forth in this Proxy Statement. A stockholder who wishes to designate a
person or persons to act as his or her proxy at the Meeting, other than the
proxies designated by the Board of Directors, may strike out the names
appearing on the enclosed form of proxy, insert the name of any other such
person or persons, sign the form, and transmit it directly to such other
designated person or persons for use at the Meeting.
A stockholder who has given a proxy may revoke it at any time before it is
exercised at the Meeting by filing with the Secretary of the Company an
instrument revoking it or a duly executed proxy bearing a later date.
Attendance at the Meeting will not, in and of itself, constitute the revocation
of a proxy.
Abstentions and broker non-votes are counted for purposes of determining the
presence or absence of a quorum for the transaction of business at the Meeting.
Abstentions are counted in tabulations of the votes cast on proposals presented
to stockholders for determining whether a proposal has been approved, whereas
broker non-votes are not. With regard to the election of directors, votes may
be cast in favor or withheld. Votes that are withheld will be excluded entirely
from the vote and will have no effect. Broker non-votes will have no effect on
the outcome of the election of directors.
OTHER MATTERS
The Company knows of no matters, other than those referred to herein, which
will be presented at the Meeting. If, however, any other appropriate business
should properly be presented at the Meeting, the proxies named in the enclosed
form of proxy will vote the proxies in accordance with their best judgment.
16
<PAGE>
EXPENSES OF SOLICITATION
All expenses incident to the solicitation of proxies by the Company will be
paid by the Company. Solicitation may be made personally, or by telephone,
telegraph or mail, by one or more employees of the Company, without additional
compensation. The Company will reimburse brokerage houses and other custodians,
nominees and fiduciaries for reasonable out-of-pocket expenses incurred in
forwarding copies of solicitation material to beneficial owners of Common Stock
held of record by such persons.
By order of the Board of Directors,
Information Resources, Inc.
LOGO
Edward S. Berger
Secretary
Chicago, Illinois
May 2, 1994
17
<PAGE>
(FRONT)
-------
INFORMATION RESOURCES, INC.
150 NORTH CLINTON
CHICAGO, ILLINOIS 60661
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Gian M. Fulgoni, James G. Andress and
Edward S. Berger as Proxies, each with power to appoint his substitute, and
hereby authorizes them to represent and to vote, as designated below, all shares
of Common Stock of Information Resources, Inc. (the "Company") held of record by
the undersigned on April 15, 1994, at the Annual Meeting of stockholders to be
held on May 26, 1994, or any adjournment thereof.
1. ELECTION OF DIRECTORS
____ FOR all nominees listed below ____ WITHHOLD AUTHORITY
(except as marked to to vote for all nominees
the contrary) listed below
Gerald J. Eskin, Ph.D, John D.C. Little, Ph.D, George G. Montgomery, Jr.,
and Glen L. Urban, Ph.D
(Instructions: To withhold authority to vote for any individual nominee, write
that nominee's name on the space provided below).
--------------------------------------------------------------------------
2. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
(Continued on other side)
(BACK)
------
(Continued from other side)
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED STOCKHOLDER(S). IF NO DIRECTION IS MADE, THE PROXY
WILL BE VOTED FOR PROPOSAL 1.
Please sign exactly as name appears below. When shares are held by joint
tenants, both should sign. When signing as attorney, executor, administrator,
trustee, or guardian, please give full title as such. If a corporation, please
sign in full corporate name by president or other duly authorized officer. If a
partnership, please sign in partnership name by authorized person.
Dated:______________________________________
____________________________________________
Signature
____________________________________________
Signature, if jointly held
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE.
