<PAGE>
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 [ ] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED
[X] Definitive Proxy Statement BY RULE 14A-6(E)(2))
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12
Comdisco, Inc.
--------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
--------------------------------------------------------------------------
(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 (set forth the amount on which the
filing fee is calculated and state how it was determined):
--------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
--------------------------------------------------------------------------
(5) Total fee paid:
[_] 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:
--------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
<PAGE>
[Logo appears here]
6111 North River Road
Rosemont, Illinois 60018
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD FEBRUARY 1, 2001
TO THE STOCKHOLDERS:
We will hold the Annual Meeting of Stockholders of Comdisco, Inc., a Delaware
corporation, at the Midland Hotel, located at 172 West Adams Street,
Presidential Ballroom, Mezzanine Level, Chicago, Illinois 60603 on Thursday,
February 1, 2001, beginning at 9:00 a.m. (C.S.T.).
The Annual Meeting will be held for the following purposes:
1. To elect four Class III Directors of Comdisco for a term of three
years.
2. To ratify the appointment by the board of directors of KPMG LLP as
independent auditors of Comdisco for the current fiscal year.
3. To transact such other business as may properly be brought before
the meeting or any adjournment thereof.
We describe the proposals in more detail in the accompanying proxy statement,
which you should read in its entirety before voting.
Only stockholders of record at the close of business on December 15, 2000, are
entitled to notice and to vote at the Annual Meeting. For at least ten days
prior to the Annual Meeting, a list of stockholders entitled to vote at the
Annual Meeting will be available for examination by any stockholder, for any
purpose germane to the Annual Meeting, during ordinary business hours at
Comdisco's corporate office.
Stockholders are cordially invited to attend the Annual Meeting. However,
whether or not a stockholder plans to attend, each stockholder entitled to
vote is urged to vote by one of the following methods: (i) by signing, dating
and promptly returning the enclosed proxy card in the accompanying envelope,
(ii) by using the toll-free telephone number as described on the enclosed
proxy card or (iii) by using the Internet as described on the enclosed proxy
card.
The Annual Report, proxy statement and proxy card are enclosed with this
notice.
Dated and mailed at New York, New York, January 3, 2001.
By order of the Board of Directors
Jeremiah M. Fitzgerald
Secretary
IMPORTANT
Please complete, sign and return the enclosed proxy card immediately or use
the telephone or Internet voting procedure. A return envelope, which requires
no postage if mailed in the United States, is enclosed.
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING................. 1
Annual Meeting.......................................................... 1
Voting And Record Date.................................................. 1
Quorum And Required Vote................................................ 3
Stockholder Proposals And Nominations................................... 4
Cost Of Proxy Solicitation.............................................. 4
Additional Information And Stockholder Communication.................... 4
INFORMATION ABOUT COMDISCO COMMON STOCK OWNERSHIP......................... 6
Common Stock Owned by Comdisco Directors and Executive Officers......... 6
Stockholders Who Own at Least 5% of Our Common Stock.................... 7
Directors, Executive Officers, and Greater-Than-10% Stockholders
Compliance with Section 16(a) Beneficial Ownership Reporting in Fiscal
2000................................................................... 7
PROPOSALS RECOMMENDED BY THE BOARD........................................ 8
Proposal 1: Election Of Four Directors.................................. 8
Proposal 2: Approve Selection Of Independent Auditors For 2001.......... 8
INFORMATION ABOUT THE BOARD OF DIRECTORS.................................. 9
Directors Nominated this Year for a Three-Year Term Expiring at the 2004
Annual Meeting
(Class III Directors).................................................. 9
Directors Continuing in Office Until the 2002 Annual Meeting (Class I
Directors)............................................................. 9
Directors Continuing in Office Until the 2003 Annual Meeting (Class II
Directors)............................................................. 10
Board Meetings in Fiscal Year 2000...................................... 10
Committees of the Board of Directors.................................... 10
How We Compensate Our Directors......................................... 11
INFORMATION ABOUT EXECUTIVE OFFICERS...................................... 12
AUDIT COMMITTEE REPORT.................................................... 13
COMPENSATION COMMITTEE REPORT............................................. 14
Role of the Committee................................................... 14
Consistent Compensation Strategy........................................ 14
Chief Executive Officer Compensation.................................... 14
Executive Officer Compensation.......................................... 14
COMDISCO EXECUTIVE OFFICER COMPENSATION AND BENEFITS...................... 15
Summary Compensation Table.............................................. 15
Option Grants in Last Fiscal Year....................................... 16
Aggregated Option Exercises in Last Fiscal Year and Fiscal Year End
Value.................................................................. 16
Long Term Incentive Plan (LTIP) Awards.................................. 17
Certain Relationships and Related Transactions.......................... 17
COMDISCO STOCK PRICE PERFORMANCE GRAPH.................................... 18
ANNEX A................................................................... 19
</TABLE>
Special Note: At a special meeting of stockholders on April 20, 2000, our
stockholders approved Comdisco's tracking stock proposal, which: (i)
authorized the company to amend and restate our certificate of incorporation
to increase the total authorized shares of common stock from 750,000,000 to
1,800,000,000; (ii) authorized the board of directors to issue common stock in
multiple series, with the initial two series of common stock being Comdisco
group stock and Comdisco Ventures group stock; and (iii) authorized the
company to reclassify each outstanding share of then existing common stock as
one share of Comdisco group stock. No Comdisco Ventures group stock has been
issued to date and all references to "common stock" in this proxy relate to
our Comdisco group stock.
<PAGE>
COMDISCO, INC.
PROXY STATEMENT FOR THE
2001 ANNUAL MEETING OF STOCKHOLDERS
QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING
Annual Meeting
Why did I receive this proxy statement?
We sent you this proxy statement and the enclosed proxy card because
Comdisco's board of directors is soliciting your proxy to vote at the Annual
Meeting of Stockholders. The meeting will be held on Thursday, February 1,
2001 beginning at 9:00 a.m. (C.S.T.) at the Midland Hotel, located at 172 West
Adams Street, Presidential Ballroom, Mezzanine Level, Chicago, Illinois 60603.
This proxy statement summarizes the information you need to know in order to
vote on an informed basis at the Annual Meeting; however, you do not need to
attend the Annual Meeting to vote your shares (see the question "How do I vote
by proxy?", in the section entitled "Voting and Record Date"). We began
sending this proxy statement, the attached Notice of Annual Meeting and the
enclosed proxy card on January 3, 2001, to all stockholders entitled to vote.
Also enclosed with this proxy statement is the Comdisco 2000 Annual Report,
which includes our most recent financial statements.
What am I voting on?
(1) The election of four nominees to serve on our board of directors:
. Philip A. Hewes
. Thomas H. Patrick
. Nicholas K. Pontikes
. James F. Voelker
(2) The ratification of KPMG LLP as Comdisco's auditors for the 2001 fiscal
year.
Voting And Record Date
Who can vote?
You are entitled to vote if you owned our common stock at the close of
business on December 15, 2000. This date is called the record date.
How many shares of voting stock are outstanding?
On December 15, 2000, there were 152,143,063 shares of our common stock
outstanding; therefore, 152,143,063 number of shares are eligible to be voted.
Our common stock is the only class of voting stock issued as of the record
date. The common stock held by Comdisco in treasury is not eligible to vote.
How many votes do I have?
Each share of common stock that you own entitles you to one vote. The proxy
card indicates the number of shares of common stock that you owned on December
15, 2000 and are eligible to vote at the Annual Meeting.
1
<PAGE>
How does the board of directors recommend I vote on the proposals?
The board of directors recommends a vote FOR each of the nominees, and a vote
FOR the appointment of KPMG LLP as Comdisco's independent auditors for fiscal
year 2001.
How do I vote in person?
If you owned common stock on December 15, 2000, you may attend the Annual
Meeting and you may vote in person. However, if your shares are held in the
name of a broker, bank or other nominee, you must bring an account statement
or letter from the nominee indicating that you were the beneficial owner of
the shares on December 15, 2000.
How do I vote by proxy?
To vote by proxy, you should either:
. Complete, sign and date the enclosed proxy card and return it promptly,
no later than January 31, 2001 at 9:00 a.m. (C.S.T.) in the prepaid
envelope provided; or
. Call the toll-free telephone number on the proxy card, no later than
January 31, 2001 at 9:00 a.m. (C.S.T.) and follow the recorded
instructions; or
. Access the registration page of Mellon Investor Services (formerly,
ChaseMellon Consulting Services), our transfer agent, through the
Internet at http://www.eproxy.com/cdo as identified on the proxy card,
no later than January 31, 2001 at 9:00 a.m. (C.S.T.), and follow the
instructions.
May I revoke my proxy?
If you give a proxy, you may revoke it at any time before it is voted on your
behalf. You may revoke your proxy in any one of four ways:
. Deliver to Mellon Investor Services another proxy with a later date
anytime prior to 9:00 a.m. (C.S.T.) on January 31, 2001.
. Access Mellon Investor Services' website registration page through the
Internet at http://www.eproxy.com/cdo and modify your vote anytime prior
to 9:00 a.m. (C.S.T.) on January 31, 2001.
. Notify Comdisco's Secretary, Jeremiah M. Fitzgerald, in writing before
the Annual Meeting that you have revoked your proxy.
. Vote in person at the Annual Meeting.
If I plan to attend the Annual Meeting, should I still vote by proxy?
Whether you plan to attend the Annual Meeting or not, we urge you to vote by
proxy. Returning the proxy card, voting by telephone or voting through the
Internet will not affect your right to attend the Annual Meeting and vote.
How will my proxy get voted?
If you properly fill in your proxy card and send it to Mellon Investor
Services or, timely deliver your proxy by telephone or through the Internet,
the designated Proxies (i.e. the individuals named on your proxy card) will
2
<PAGE>
vote your shares as you have directed. If you sign the proxy card but do not
make specific choices, the designated Proxies will vote your shares as
recommended by the board of directors as follows:
. ""FOR'' the election of all four nominees for director, and
. ""FOR'' ratification of the selection of KPMG LLP as independent
auditors for fiscal year 2001.
If you mark "abstain" on your proxy card, your shares will be counted as
present for purposes of determining the presence of a quorum (see the
question, "What is a quorum and why is it necessary?", in the section entitled
"QUORUM AND REQUIRED VOTE"). If necessary, and unless you have indicated on
your proxy card that you wish to vote against any of the proposals, the
individuals named on your proxy card may vote in favor of a proposal to
adjourn the meeting to a later date in order to solicit and obtain sufficient
votes for any of the proposals.
How will voting on any other business be conducted?
Although we do not know of any business to be considered at the Annual Meeting
other than the proposals described in this proxy statement, if any additional
business is presented at the Annual Meeting, your signed or electronically
transmitted proxy card gives authority to the designated Proxies to vote on
such matters at their discretion.
What does it mean if I get more than one proxy card?
If your shares are registered differently and are in more than one account,
you will receive more than one proxy card. Each proxy card will indicate the
number of shares you are entitled to vote on that particular card.
Is voting confidential?
Our general policy is to keep all the proxies, ballots, telephone voting and
Internet voting tabulations private. Our Inspector of Elections, David J.
Keenan, and certain employees of our independent tabulating agent, Mellon
Investor Services, examine these documents. We will not disclose your vote to
management unless it is necessary to meet legal requirements. We will,
however, forward to management any written comments you make, on the proxy
card or elsewhere.
Quorum And Required Vote
What is a quorum and why is it necessary?
In order to carry on the business of the Annual Meeting, we must have a
quorum. To have a quorum, a majority of the votes eligible to be cast by
holders of our common stock must be represented in person or by proxy at the
Annual Meeting. Abstentions will count for quorum purposes. If you submit a
properly executed proxy card, even if you abstain from voting, you will be
considered part of the quorum.
What vote is required to approve each proposal?
Proposal 1: Elect four directors:
The four nominees for director who receive the most votes will be elected. So,
if you do not vote for a particular nominee, or you indicate "withhold
authority to vote" for a particular nominee on your proxy card, your vote will
not count either "for" or "against" the nominee.
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<PAGE>
Proposal 2: Ratify selection of auditors:
The affirmative vote of a majority of the shares present in person or by proxy
is required to ratify the selection of independent auditors. As a result,
abstentions on the proposal will have the same effect as votes against the
proposal.
Stockholder Proposals And Nominations
When are stockholder proposals due so that they will be included in Comdisco's
proxy statement for the Annual Meeting to be held in the year 2002?
If you wish to submit proposals to be included in the proxy statement for our
anticipated February, 2002 Annual Meeting, we must receive them on or before
August 27, 2001. Please address your proposals to Jeremiah M. Fitzgerald,
Secretary, Comdisco, Inc., 6111 North River Road, Rosemont, Illinois 60018.
How can a stockholder nominate someone to be a director of Comdisco or bring
any other business before an Annual Meeting?
Under our by-laws, if you wish to nominate directors or bring other business
before the stockholders at an Annual Meeting, you can do so by complying with
the following requirements:
. You must notify the Secretary, Jeremiah M. Fitzgerald, in writing no
later than August 27, 2001, nor earlier than July 7, 2001.
. If the date of the Annual Meeting has been changed by more than 30 days
from the date contemplated at the time of the previous year's proxy
statement, we will notify you and give you a reasonable amount of time
(as determined by our board of directors) to present such nominations or
proposals.
. Your notice must contain the specific information required in our
corporate by-laws. If you would like a copy of our by-laws, we will send
you one without charge. Please write to Jeremiah M. Fitzgerald,
Secretary, Comdisco, Inc., 6111 North River Road, Rosemont, IL 60018.
Please note that these requirements relate only to matters you wish to bring
before your fellow stockholders at an Annual Meeting. They are separate from
the Securities and Exchange Commission's requirements to have your proposal
included in our proxy statement.
Cost Of Proxy Solicitation
What are the costs of soliciting these proxies and who pays them?
We will pay all the costs of soliciting these proxies, which includes
reimbursing banks, brokers and other institutions, nominees and fiduciaries
for expenses. Additionally, we have retained Mellon Investor Services to
assist us in the distribution and solicitation of proxies (including Internet
and telephone voting) for an approximate fee of $7,500, plus out-of-pocket
expenses.
Additional Information And Stockholder Communication
Where can I find more information about Comdisco?
We file annual, quarterly and special reports, proxy statements and other
information with the Securities and Exchange Commission (SEC). Our SEC filings
are available to the public over the Internet at the SEC's web site at
http://www.sec.gov. You may also read and copy any document we file at the
SEC's public reference room at 450 Fifth Street, N.W., Washington, DC 20549.
Please call the SEC at 1-800-SEC-0330 for further information about the public
reference room.
4
<PAGE>
Can I get information on Comdisco's latest earnings, Form 10-K, Form 10-Q or
additional copies of the Annual Report directly from Comdisco?
Additional information may be received through the following methods:
. You may visit Comdisco's website at www.comdisco.com.
. You may contact Comdisco Investor Relations by phone at 847/518-5853, or
by e-mail at [email protected].
. You may write to Comdisco at 6111 North River Road, Rosemont, Illinois
60018, Attention: Investor Relations
5
<PAGE>
INFORMATION ABOUT COMDISCO COMMON STOCK OWNERSHIP
Common Stock Owned by Comdisco Directors and Executive Officers
This table shows the number of shares of our common stock beneficially owned
by the directors, named executive officers (named executive officers are
defined in the section entitled "COMDISCO EXECUTIVE OFFICER COMPENSATION AND
BENEFITS"), and all directors and executive officers as a group, as of
December 1, 2000.
<TABLE>
<CAPTION>
Shares Owned
Beneficially on % of
Name December 1, 2000 Class
---- ---------------- -----
<S> <C> <C>
Nicholas K. Pontikes......................... 37,449,452(a,b) 25%
Robert A. Bardagy............................ 514,892(b,d) *
Thomas Flohr................................. 1,210,363(b) *
C. Keith Hartley............................. 172,778(b,c) *
Michael F. Herman............................ 315,707(b) *
Philip A. Hewes.............................. 339,330(b,c) *
Rick Kash.................................... 228,703(b) *
Harry M. Jansen Kraemer, Jr.................. 37,726(b) *
Carolyn L. Murphy............................ 58,326(b) *
Thomas H. Patrick............................ 181,450(b,c) *
William N. Pontikes.......................... 2,881,478(b,c) 2%
James F. Voelker............................. 12,714(b) *
John J. Vosicky.............................. 852,785(b,c) *
All directors and executive officers as a
group, including four executive officers not
named above**................................ 45,643,178(a,b,c) 30%
</TABLE>
* Percentage of shares beneficially owned does not exceed one percent (1%) of
the class of outstanding.
** See sections entitled "INFORMATION ABOUT THE BOARD OF DIRECTORS" and
"INFORMATION ABOUT EXECUTIVE OFFICERS".
(a) Includes shares over which N. Pontikes exercises sole or shared voting and
dispositive powers but with respect to which he disclaims any beneficial
interest (with the exception of a percentage of the shares owned by Ponfam
Corporation and Ponchil Limited Partnership equal to his proportionate
ownership interest in those entities), which shares are held of record as
follows: Pontikes Trust, 18,593,922 shares; Pontikes Nonexempt Marital
Trust, 5,863,148 shares; Pontikes Exempt Marital Trust, 268,154 shares;
Ponchil Limited Partnership, 9,818,506 shares; Ponfam Corporation, 288,062
shares; Pontikes Family Foundation, 165,120 shares; Nicholas K. Pontikes
SIP Trust, 600,000 shares (sole voting and dispositive powers); Tenancy-
For-Years and three family trusts as remaindermen, 852,000 shares (sole
voting and shared dispositive powers); and various family trusts, 121,834
shares (sole voting and dispositive powers).
(b) Includes shares obtainable upon exercise of stock options which are or
become exercisable prior to January 30, 2001 as follows: Mr. N. Pontikes,
718,421 shares, Mr. Bardagy, 164,160 shares; Mr. Flohr, 914,413 shares;
Mr. Hartley, 99,600 shares; Mr. Herman, 255,719; Mr. Hewes, 150,121
shares; Mr. Kash, 108,600 shares; Mr. Kraemer, 37,726 shares; Mrs. Murphy,
37,726 shares; Mr. Patrick, 99,150 shares; Mr. W. Pontikes, 322,632
shares; Mr. Voelker, 2,714 shares; Mr. Vosicky, 295,695 shares; and
directors and executive officers as a group, 3,723,929 shares. The
percentages set forth in the above table give effect to the exercise of
these options.
6
<PAGE>
(c) Includes shares held by or for the benefit of the immediate families of
the above individuals and for which the named stockholders disclaim any
beneficial interest, as follows: Mr. W. Pontikes, 837,601 shares; Mr.
Vosicky, 7,000 shares; and directors and executive officers as a group,
868,137 shares.
Also includes other shares held by or for the benefit of the immediate
families of the above individuals, over which such individuals hold no
voting or dispositive powers and for which the named stockholders disclaim
any beneficial interest, as follows: Mr. Hartley, 470 shares; Mr. Hewes,
7,386 shares; Mr. Patrick, 15,928 shares; Mr. W. Pontikes, 149,484 shares;
Mr. Vosicky, 5,000 shares; and directors and executive officers as a group,
178,842 shares.
(d) Mr. Bardagy was a member of the board of directors from 1983 to the date
of the 2001 Annual Meeting.
Stockholders Who Own at Least 5% of Our Common Stock
This table shows, as of December 1, 2000, all persons whom we know to be
beneficial owners of 5% or more of our common stock.
<TABLE>
<CAPTION>
Percent
Number of Of
Name and Address Shares Class
---------------- --------- -------
<S> <C> <C>
Pontikes Family Trusts* 7,705,136 5%
6111 N. River Road
Rosemont, IL 60018
Pontikes Trust* 18,593,922 12%
6111 N. River Road
Rosemont, IL 60018
Ponchil Limited Partnership* 9,818,506 7%
6111 N. River Road
Rosemont, IL 60018
Iridian Asset Management 8,121,000** 5%
276 Post Road West
Westport, CT 06880
</TABLE>
* Mr. N. Pontikes may be deemed to be the beneficial owner of these
securities. See footnote (a) to the table in the section entitled
"INFORMATION ABOUT COMDISCO COMMON STOCK OWNERSHIP", sub-section entitled
"Comdisco common stock owned by comdisco directors and executive officers".
** Estimate effective as of December 1, 2000 based on information provided by
Iridian Asset Management.
Directors, Executive Officers, and Greater-Than-10% Stockholders Compliance
with Section 16(a) Beneficial Ownership Reporting in Fiscal 2000
Section 16(a) of the Securities and Exchange Act of 1934 requires our
directors, certain officers and greater- than-10% stockholders to file reports
of their initial ownership of our common stock and any changes in that
ownership with the SEC.
Based solely on our review of copies of the reports filed with the SEC and on
written representations of our directors and officers, we believe all persons
subject to Section 16(a) reporting filed the required reports on time in
fiscal year 2000.
7
<PAGE>
PROPOSALS RECOMMENDED BY THE BOARD
Proposal 1: Election Of Four Directors
You are being asked to elect four directors to Comdisco's board of directors.
Our board of directors is divided into three classes for purposes of election.
One class is elected at each annual meeting of stockholders to serve for a
three year term. The nominees for election this year (Class III Directors),
for a three-year term expiring at the 2004 Annual Meeting are:
. Philip A. Hewes
. Thomas H. Patrick
. Nicholas K. Pontikes
. James F. Voelker
Detailed information on each of these nominees and the other members of the
board of directors is provided in the section entitled "INFORMATION ABOUT THE
BOARD OF DIRECTORS".
We know of no reason why any nominee may be unable to serve as a director. If
any nominee is unable to serve, your proxy may vote for another nominee
proposed by the board of directors, or the board of directors may reduce the
number of directors to be elected. If any director resigns, dies or is
otherwise unable to serve the full length of his or her term, or if the board
of directors increases the number of directors, the board of directors may
fill the vacancy until the next annual meeting.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THE ELECTION OF ALL FOUR
NOMINEES FOR DIRECTOR.
Proposal 2: Approve Selection Of Independent Auditors For 2001
We are asking you to approve the board of directors selection of KPMG LLP,
certified public accountants, as independent auditors for 2001. The Audit
Committee has recommended the selection of KPMG to the board of directors.
KPMG has served as the independent auditors of Comdisco since 1971.
A representative of KPMG will attend the Annual Meeting to answer your
questions and will have the opportunity to make a statement, if they choose to
do so.
We are submitting this proposal to you because the board of directors believes
that such action follows sound corporate practice. If you do not ratify the
selection of independent auditors, the board of directors will consider it a
direction to consider selecting other auditors for next year. However, even if
you ratify the selection, the board of directors may still appoint new
independent auditors at any time during the year if it believes that such a
change would be in the best interests of Comdisco and our stockholders.
THE BOARD RECOMMENDS THAT YOU VOTE "FOR" APPROVAL OF THE SELECTION OF KPMG LLP
AS COMDISCO'S INDEPENDENT AUDITORS FOR 2001.
8
<PAGE>
INFORMATION ABOUT THE BOARD OF DIRECTORS
Directors Nominated this Year for a Three-Year Term Expiring at the 2004
Annual Meeting (Class III Directors)
Philip A. Hewes (Age 48--Director since 1992)
President and Chief Executive Officer
Mr. Hewes has been President and Chief Executive Officer of Comdisco since
December, 2000. He was Senior Vice President from January, 1992 to December,
2000 and Secretary from October, 1991 to December, 2000.
Thomas H. Patrick (Age 57--Director since 1971)
Mr. Patrick has been Chief Financial Officer of Merrill Lynch & Co. since
February, 2000 and Executive Vice President since June, 1989. Mr. Patrick was
both the Chairman of Special Advisory Services and a Member of the Office of
the Chairman of Merrill Lynch & Co. from May, 1993 to February, 2000. Mr.
Patrick also serves as a director of Baldwin & Lyons, Inc.
Nicholas K. Pontikes (Age 36--Director since 1993)
Mr. Pontikes was Chief Executive Officer of Comdisco from January, 1999 to
December, 2000 and President from November, 1998 to December, 2000. He was
Chief Operating Officer from November, 1997 to January, 1999; Executive Vice
President from July, 1994 to November, 1997; Senior Vice President from
January, 1994 to July, 1994; and Vice President from September, 1993 to
January, 1994. He was President of the Business Continuity Services Division
of Comdisco from September, 1993 to July, 1994 and was Vice President of the
same division from February, 1993 to September, 1993. Mr. Pontikes is the
nephew of William N. Pontikes.
James F. Voelker (Age 49--Director since November, 1999)
Mr. Voelker was President of NEXTLINK Communications, Inc. from its inception
in April, 1995 through July, 1998. He was Chief Executive Officer of US Signal
from May, 1992 through January, 1995. Mr. Voelker also serves as a director of
360 Networks.
Directors Continuing in Office Until the 2002 Annual Meeting (Class I
Directors)
Harry M. Jansen Kraemer, Jr. (Age 45--Director since 1997)
Mr. Kraemer has been Chairman of the Board of Baxter International, Inc. since
January, 2000, Chief Executive Officer since January, 1999, President since
April, 1997 and a director since November, 1995. He was Senior Vice President
and Chief Financial Officer of Baxter from October, 1993 through March, 1997.
Mr. Kraemer also serves as a director of Science Applications International
Corporation.
Carolyn L. Murphy (Age 56--Director since 1997)
Mrs. Murphy was President of Commercial Operations for CNA Insurance Companies
from May, 1995 through March, 1998, and was Senior Vice President, Field
Operations from January, 1984 to May, 1995.
John J. Vosicky (Age 52--Director since 1986)
Executive Vice President and Chief Financial Officer
Mr. Vosicky has been Executive Vice President of Comdisco since July, 1994 and
Chief Financial Officer since November, 1984. He was Senior Vice President of
Comdisco from November, 1985 to July, 1994. Mr. Vosicky serves as a director
of Racing Champions Corp.
9
<PAGE>
Directors Continuing in Office Until the 2003 Annual Meeting (Class II
Directors)
C. Keith Hartley (Age 58--Director since 1978)
Mr. Hartley has been a managing partner of Hartley Capital Advisors since
June, 2000. He was Managing Partner of Forum Capital Markets L.L.C. from
August 1995 to June, 2000. Effective January 1, 1998, Forum Capital Markets
L.P. converted from a limited partnership into a limited liability
corporation. Mr. Hartley was an independent financial consultant from May,
1991 to August, 1995. He also serves as a director of Swisher International
Group Inc., U.S. Diagnostics, Inc., Hybridon, Inc. and Universal Display
Corporation.
Rick Kash (Age 58--Director since 1987)
Mr. Kash has been President and Managing Partner of The Cambridge Group,
management consultants, since 1975.
William N. Pontikes (Age 59--Director since 1977)
Executive Vice President
Mr. Pontikes has been Executive Vice President of Comdisco since July, 1989.
Mr. Pontikes is the uncle of Nicholas K. Pontikes.
Board Meetings in Fiscal Year 2000
During the last fiscal year, the board of directors held five meetings. All
incumbent directors, including those standing for re-election, attended at
least seventy-five percent of the meetings of the board of directors and of
the committees on which they served.
Committees of the Board of Directors
The board of directors has four standing committees:
The Executive Committee
. Purpose: Acts on behalf of the board of directors in connection with the
regular conduct of Comdisco's business.
. Members: Messrs. N. Pontikes, Hewes, W. Pontikes and Vosicky.
. Meetings: The Executive Committee acted 21 times during the last year by
unanimous consent without a meeting.
The Audit Committee
. Purpose: Establishes and maintains communications with our internal and
independent accountants, reviews the methods used and audits made by the
auditors in connection with our published financial statements, and
reviews our financial and operating controls with the auditors.
. Members: Messrs. Hartley, Kash, Kraemer, Mrs. Murphy, Messrs. Patrick
and Voelker.
. Meetings: The Audit Committee met once during the last fiscal year.
The Stock Option Committee
. Purpose: Determines the options awarded to the executive officers and
makes recommendations to the board of directors as to all other officers
and employees with regard to the granting of stock options and the
administration of stock option plans.
10
<PAGE>
. Members: Messrs. Hartley and Kash and Mrs. Murphy.
. Meetings: The Stock Option Committee acted four times during the last
fiscal year.
The Compensation Committee
. Purpose: Determines the compensation arrangements of executive officers
(including the compensation arrangements for our Chief Executive
Officer), and evaluates the compensation arrangements for all other
officers and employees.
. Members: Messrs. Hartley, Kash and Mrs. Murphy, each of whom is a "non-
employee director" as defined in the Securities Exchange Act of 1934 and
"outside director" as defined in the U.S. Internal Revenue Code of 1986,
as amended.
. Meetings: The Compensation Committee met once during the last fiscal
year.
How We Compensate Our Directors
Employee directors receive no additional compensation for serving on the board
of directors or its committees. Non-employee directors are paid a quarterly
retainer of $6,000, a board meeting fee of $2,000 plus expenses, and a
committee meeting fee of $2,000 plus expenses if the committee meeting is not
held on the same day as a board of directors meeting. Directors are reimbursed
for customary and usual travel expenses.
Directors may elect, in advance, to defer all or part of their cash
compensation in either a restricted stock award or stock options. The
restricted stock award would be issued under our Long-Term Stock Ownership
Incentive Plans and the number of shares of restricted stock received is
determined by using the following formula: $32,000 (traditional cash fee plus
meeting fees) multiplied by 1.5, then divided by the closing price of our
common stock on the first business day of the next fiscal year. The stock
options would be issued under our Outside Director Deferred Fee Option Plan
and the number of stock options received is determined by using the following
formula: $32,000 (traditional cash fee plus meeting fees) multiplied by 1.5,
then divided by the closing price of our common stock on the last day of the
fiscal year minus $1.00. The options have a ten year term, vest after six
months, and have an exercise price of $1.00. On October 1, 1999, Messrs.
Bardagy, Hartley, Kash, Kraemer, Mrs. Murphy, and Mr. Patrick each received
2,714 shares at $1.00 per share and on January 25, 2000, Mr. Voelker received
2,714 shares at $1.00 per share, all under our Outside Director Deferred Fee
Option Plan.
In addition, on October 1, 1999 and pursuant to our 1999 Non-Employee
Directors' Stock Option Plan, each non-employee director, except Mr. Voelker,
was granted an option to acquire 9,450 shares of our common stock at $18.6875
(the closing price on the date of such grant). These options have a ten year
term and became fully vested on April 1, 2000.
11
<PAGE>
INFORMATION ABOUT EXECUTIVE OFFICERS
Our current executive officers of Comdisco include Messrs. Fitzgerald, Flohr,
Herman, Hewes, Keenan, Keohane, W. Pontikes, Sabatello, and Vosicky.
Information about Messrs. Hewes, W. Pontikes and Vosicky is provided in the
section entitled "Information about the Board of Directors".
. Jeremiah M. Fitzgerald, age 47, has been Secretary of Comdisco since
December, 2000. He has been Chief Legal Officer since October, 1999,
General Counsel from January, 1992 to October, 1999, and Vice President
since July, 1988.
. Thomas Flohr, age 40, has been Senior Vice President of Comdisco and
President of Comdisco Europe since April, 1995. He has been President of
Comdisco Global Services Sales since July, 1999. Mr. Flohr was Managing
Director of Comdisco Europe from 1992 to 1994.
. Michael F. Herman, age 45, has been Senior Vice President of Comdisco
since January, 1996, and President of Comdisco's Equipment Solutions
(formerly known as Diversified Technology Group) since its inception in
1996. He was President of Comdisco Electronics Group from its inception
in April, 1992 through January, 1999 and Vice President of Comdisco from
July, 1994 through January, 1996.
. David J. Keenan, age 52, has been Senior Vice President of Comdisco
since January, 1997 and Controller of Comdisco since July, 1979. He was
Vice President from January, 1985 through January, 1997.
. Jeffrey P. Keohane, age 38, has been Senior Vice President of Comdisco
since January, 1997 and President of Comdisco's Technology Services
Division (formerly known as Integrated Technology Services Division)
since June, 1997. He was President of Comdisco's Large Systems Division
from November, 1995 through June, 1997 and Product Specialist from
February, 1994 through November, 1995.
. Gregory D. Sabatello, age 40, has been Senior Vice President since
October, 1998 and Chief Information Officer since October, 1997. He was
Vice President of Comdisco from July, 1994 through November, 1998 and
Comdisco's Business Systems Manager from October, 1993 through July,
1994.
These individuals have been designated by the board of directors as reporting
officers subject to Section 16(b) of the Securities Exchange Act of 1934.
12
<PAGE>
AUDIT COMMITTEE REPORT
The Company's Audit Committee is comprised of six independent members, each of
whom is able to read and understand fundamental financial statements and at
least one of whom has past experience in accounting or related financial
management experience.
The primary function of the Audit Committee is to assist the Board in
fulfilling its oversight responsibilities by reviewing the financial
information which will be provided to the shareholders and others, the systems
of internal controls which management has established, and the audit process.
In doing so, it is the responsibility of the Audit Committee to provide an
open avenue of communication between the board of directors, management, the
internal auditors, and the independent accountants.
In accordance with the promulgated new rules regarding audit committees, the
Audit Committee has adopted a formal, written charter which was approved by
the full Board of Directors of the Company on April 25, 2000. A copy of this
charter is included as Annex A. The Charter specifies the scope of the Audit
Committee's responsibilities and how it should carry out those
responsibilities.
The Audit Committee has reviewed and discussed the audited financial
statements of the Company for the fiscal year ended September 30, 2000, with
the Company's management. The Audit Committee has discussed with KPMG LLP, the
Company's independent public accountants, the matters required to be discussed
by Statement on Auditing Standards No. 61 (Communication with Audit
Committees). The Audit Committee has also received the written disclosures and
the letter from KPMG LLP required by Independence Standards Board Standard No.
1 (Independence Discussion with Audit Committees) and the Audit Committee has
discussed the independence of KPMG LLP with that firm.
Based on the review and discussions with the Company's independent auditors
for the fiscal year ended September 30, 2000, the Audit Committee recommended
to the Board of Directors that the financial statements be included in the
Company's Annual Report on Form 10-K.
This report has been provided by C. Keith Hartley, Rick Kash, Harry M. Jansen
Kraemer, Jr., Carolyn L. Murphy, Thomas H. Patrick and James F. Voelker, the
members of the Audit Committee.
13
<PAGE>
COMPENSATION COMMITTEE REPORT
Role of the Committee
In 1993, the board of directors defined the scope of authority that would be
delegated to the non-employee directors who serve as members of the
Compensation Committee. Overall direction was given to this Compensation
Committee to review and approve Comdisco's compensation policies to ensure
that executive officers are rewarded appropriately for their contributions to
our growth and profitability and to ensure that compensation policies support
our business objectives, organization structure, culture and stockholder
interests. Specific direction was given to determine the compensation of the
Chief Executive Officer and to review and approve the compensation of our
executive officers.
Consistent Compensation Strategy
Since its inception, the Compensation Committee has continued to evaluate
Comdisco's compensation plans in accordance with the Compensation Committee's
objectives of linking compensation to profit measures and increasing
stockholder value. The senior management team continues to be compensated as
originally suggested by outside compensation consultants in 1994. The total
compensation for the Chief Executive Officer and certain executive officers is
comprised of the following components: (i) base salary, (ii) annual incentive
(cash and stock options) based on our pre-tax earnings objectives and (iii)
long term performance units based on total shareholder return objectives. Each
of these components constituted approximately one-third of the executive's
total compensation. Therefore, approximately two-thirds of the executive's
compensation is subject to both our performance and stockholder returns.
A significant portion of the senior management team's compensation is directly
dependent upon Comdisco achieving a total shareholder return which exceeds the
60th percentile of the S&P 500.
Chief Executive Officer Compensation
As Chief Executive Officer, Nicholas K. Pontikes, had a compensation package
for fiscal year 2000 which reflects the Committee's strategy of placing a
majority of the compensation at risk subject to the attainment of pre-tax
earnings goals and longer-term total shareholder return goals. Comdisco had a
compensation agreement with Mr. Pontikes which provided for a base salary of
$600,000 for fiscal year 2000. Mr. Pontikes was also eligible for annual cash
incentive compensation based upon meeting fiscal year 2000 targets. No annual
cash incentive payments were made for fiscal 2000 due to certain individual
objectives not being attained. Mr. Pontikes was eligible for an annual stock
option award which was based upon the attainment of pre-tax earnings
objectives for fiscal year 2000. Pursuant to this award, Mr. Pontikes received
32,103 option shares at $19.0625 (the closing price of Comdisco's common stock
on September 29, 2000). For the long term perspective, Mr. Pontikes was
granted 400 Performance Units under the Comdisco, Inc. 1995 Long-Term Stock
Ownership Incentive Plan. The performance period and performance objectives
are set forth in the "Long-Term Incentive Plan (LTIP) Awards" sub-section in
the section entitled "COMDISCO EXECUTIVE OFFICER COMPENSATION AND BENEFITS".
To further align Mr. Pontikes' interests with those of Comdisco's
stockholders, the Compensation Committee offered Mr. Pontikes the right to
forego cash compensation in exchange for stock options. Under this "Cash-to-
Option Alternative", Mr. Pontikes elected to forego $600,000 in cash
compensation. In return, Mr. Pontikes received a stock option to acquire
192,616 shares at $18.6875, the closing price of Comdisco's common stock on
the date such election was made.
Executive Officer Compensation
During fiscal year 2000, we entered into incentive compensation agreements
with certain of our executive officers. The agreements included the following
elements which are similar to the components discussed above for Mr. Nicholas
K. Pontikes: (i) base salary, (ii) annual incentive (cash and stock options)
based on our pre-tax earnings objectives and (iii) long term performance units
based on total shareholder return objectives. These executive officers also
participated in the "Cash-to-Option Alternative" under which they had the
right to forego cash compensation in exchange for stock options.
This report has been provided by C. Keith Hartley, Rick Kash, and Carolyn L.
Murphy, the members of the Compensation Committee.
14
<PAGE>
COMDISCO EXECUTIVE OFFICER COMPENSATION AND BENEFITS
Summary Compensation Table
This table shows the compensation paid to (i) Nicholas K. Pontikes, our
President and Chief Executive Officer during fiscal 2000, and (ii) our four
other most highly compensated executive officers serving as of September 30,
2000. The persons named in this table and in this section are referred to as
the "named executive officers".
<TABLE>
<CAPTION>
Annual Compensation Long-Term Compensation
---------------------- ---------------------------------------
Awards Payouts
---------- --------------------------
Securities Long-
Underlying Term
Name and Principal Options Incentive All Other
Position Year Salary Bonus (shares) Payouts Compensation (a)
------------------ ---- -------- -------- ---------- --------- ----------------
<S> <C> <C> <C> <C> <C> <C>
Nicholas K. Pontikes 2000 $400,000 $ 0 224,719 $ 0 $5,289
President and Chief 1999 450,000 81,250 150,000 $170,129 5,896
Executive Officer 1998 325,000 325,000 687,210(b) 349,350 6,909
Thomas Flohr 2000 400,000 400,000 0 0 0
Senior Vice President 1999 300,000 300,000 120,000 150,971 0
1998 300,000 227,000 323,530(b) 0 0
Michael F. Herman 2000 217,000 332,000 47,833 53,150 5,289
President CES 1999 229,800 171,875 175,000 0 5,896
1998 184,800 219,000 149,460(b) 0 6,909
William N. Pontikes 2000 235,000 235,000 53,237 71,850 5,289
Executive Vice President 1999 255,000 63,750 24,000 265,129 5,896
1998 230,000 230,000 240,710(b) 339,350 6,909
John J. Vosicky
Executive Vice President 2000 265,000 265,000 24,345 81,850 5,289
& Chief Financial 1999 260,000 65,000 18,000 290,129 5,896
Officer 1998 240,000 215,000 101,700(b) 359,350 6,909
</TABLE>
(a) Amounts of "All Other Compensation" are amounts contributed by Comdisco
under the Comdisco Retirement Plan Trust Agreement, effective April 1,
1998 (formerly known as the Comdisco Profit Sharing Plan and Trust).
(b) Amounts reflect options granted pursuant to Comdisco's Shared Investment
Plan (SIP) on Sunday, February 1, 1998 with a one-day term and an exercise
price based on the closing price of the New York Stock Exchange on Friday,
January 30, 1998. The options were exercised on the date of grant by the
named executive officers. Under the terms of the voluntary plan, the
participants took out personal full-recourse loans to fund their exercise
of the options to purchase Common Stock at $17.3438 per share, the closing
price on January 30, 1998. The loans borrowed from a commercial bank, are
the personal obligation of the participants. Comdisco has agreed to
guarantee repayment to the bank in the event of a default by a
participant. Pursuant to the SIP, Comdisco received approximately $109
million in cash from 106 members of Comdisco's senior management team who
collectively purchased over 6 million shares of Comdisco common stock.
15
<PAGE>
Option Grants in Last Fiscal Year
This table presents additional information concerning the options shown in the
Summary Compensation Table for fiscal year 2000.
<TABLE>
<CAPTION>
Potential Realizable
Value at Assumed Annual
Rates of Stock Price
Appreciation for Option
Individual Grants Term
--------------------------------------------- -------------------------
Number of % of Total
Securities Options/SARs
Underlying Granted to Exercise
Options/ Employees or Base
SARs in Fiscal Price Experiation
Name Granted (#) 2000 ($/Sh) Date 0% 5% 10%
---- ----------- ------------ -------- ----------- --- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Nicholas K. Pontikes 192,616* 13.33 $18.6875 10/01/09 -0- $2,263,713 $5,736,694
32,103 2.22 $19.0625 09/29/10 -0- 384,861 975,312
Thomas Flohr -0- -0- -0- -0- -0- -0- -0-
-0- -0- -0- -0- -0- -0- -0-
Michael F. Herman 31,782* 2.20 $18.6875 10/01/09 -0- 373,517 946,565
16,051 1.11 $19.0625 09/29/10 -0- 192,424 487,641
William N. Pontikes 38,523* 2.67 $18.6875 10/01/09 -0- 452,740 1,147,333
14,714 1.02 $19.0625 09/29/10 -0- 176,396 447,022
John J. Vosicky 9,631* .67 $18.6875 10/01/09 -0- 113,188 286,841
14,714 1.02 $19.0625 09/29/10 -0- 176,396 447,022
</TABLE>
* Reflects options issued in lieu of cash compensation pursuant to the "Cash-
to-Option Alternative" election referenced in the "COMPENSATION COMMITTEE
REPORT."
We have included amounts under the columns labeled "5%" and "10%" pursuant to
certain rules promulgated by the SEC and those amounts are not intended to
forecast future appreciation, if any, in the price of our common stock. Such
amounts are based on the assumption that the named executive officers hold the
options granted for their full term. The actual value of the options will vary
in accordance with the market price of our common stock. The column headed
"0%" is included to demonstrate that the options were granted at fair market
value and optionees will not recognize any gain without an increase in the
stock price, and any increase will benefit all stockholders proportionately.
Aggregated Option Exercises in Last Fiscal Year and Fiscal Year End Value
This table contains information with respect to the named executive officers
concerning the exercise of options during the fiscal year 2000 and unexercised
options held as of the end of fiscal year 2000.
<TABLE>
<CAPTION>
Total Number of Shares Total Value of
Number of Underlying Unexercised Unexercised,
Shares Options Held at in-the-Money Options Held
Acquired September 30, 2000 at September 30, 2000*
On Value ------------------------- -------------------------
Name Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
---- --------- --------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Nicholas K. Pontikes -0- -0- 585,866 353,789 6,343,752 638,920
Thomas Flohr -0- -0- 837,716 123,844 8,675,767 515,650
Michael F. Herman 47,825 1,631,239 227,785 228,987 1,972,615 438,057
William N. Pontikes -0- -0- 294,451 85,474 2,802,768 158,183
John J. Vosicky 129,238 5,689,623 282,815 48,912 3,006,601 117,669
</TABLE>
* Based on the closing price of our common stock, $19.0625, on September 29,
2000.
16
<PAGE>
Long Term Incentive Plan (LTIP) Awards
This table provides information on the Performance Unit Awards granted during
the fiscal year ended September 30, 2000 under our 1995 Long-Term Stock
Ownership Incentive Plan to the named executive officers.
<TABLE>
<CAPTION>
Estimated Future Payouts
under
Non-Stock Price-Based
Performance or Other Plans*
Number Period Until Maturation ---------------------------
Name Of Units or Payout Threshold Target Maximum
---- -------- ----------------------- --------- ------- ---------
<S> <C> <C> <C> <C> <C>
Nicholas K. Pontikes 400 September 30, 2002 200,000 400,000 1,200,000
Thomas Flohr 133 September 30, 2002 66,500 133,000 399,000
Michael F. Herman 200 September 30, 2002 100,000 200,000 600,000
William N. Pontikes 183 September 30, 2002 91,500 183,000 549,000
John J. Vosicky 183 September 30, 2002 91,500 183,000 549,000
</TABLE>
* The target performance objective is that our total shareholder return, the
sum of the stock price appreciation plus dividends (reinvested), be ranked
at or above the sixtieth percentile of the total shareholder return of all
companies in the S&P 500 for the period running from October 1, 1999
through September 30, 2002. The threshold performance objective is a
fiftieth percentile ranking. If the actual ranking is less than the
fiftieth percentile, no compensation will be paid under these awards.
Certain Relationships and Related Transactions
Comdisco and its subsidiaries have transactions in the ordinary course of
business with other corporations of which certain Comdisco directors are
executive officers. Comdisco does not consider the amounts involved in such
transactions to be material in relation to its business and believes that such
amounts are not material in relation to the business of such other
corporations or the interests of the directors involved.
Mr. Kraemer is Chairman, Chief Executive Officer, President and Director of
Baxter International, Inc. In fiscal year 2000, Comdisco received
approximately $1.6 million in rental payments for computer related equipment
leased to Baxter Healthcare Corporation, a subsidiary of Baxter International,
Inc.
Mr. Patrick is an Executive Vice President of Merrill Lynch & Co. In fiscal
year 1998, Merrill Lynch & Co. acted as one of Comdisco's agents in connection
with the sale of Comdisco's medium term notes and served as one of the
underwriters of Comdisco's debt offerings. Merrill Lynch & Co. also acted as a
dealer in the sale of Comdisco's domestic commercial paper. In fiscal year
1999, Merrill Lynch International acted as arranger and dealer in connection
with the sale of Comdisco's European medium term notes. In addition, Merrill
Lynch Group Employee Services, a division of Merrill Lynch and Co., has agreed
to perform various services in connection with the implementation and ongoing
administration of Comdisco's U.S. and International Employee Stock Purchase
Plans.
17
<PAGE>
COMDISCO STOCK PRICE PERFORMANCE GRAPH
The following performance graph compares the performance of our common stock
for the last five fiscal years (October 1, 1995--September 30, 2000) to that
of the Standard & Poor's 500 Stock Index and the Standard & Poor's Midcap 400
Index. The S&P Midcap 400 Index, which includes Comdisco, represents a
comparison to companies with similar market capitalizations of $200 million to
$5 billion. Our most similar peers are divisions or subsidiaries of large
publicly-held companies. At this time, therefore, we feel that the most
appropriate comparison is to publicly-held companies with similar market
capitalizations.
COMDISCO, INC. S & P 500 S & P MIDCAP
Date
9/94
9/95 100 100 100
9/96 147.19 120.34 114
9/97 252.03 169.01 158.58
9/98 211.23 184.3 142.74
9/99 301.1 235.54 179.13
9/00 209.31 266.83 256.53
This graph assumes a $100 investment in Comdisco common stock and each of the
indexes on September 30, 1995, and that all dividends were reinvested.
In accordance with SEC rules, the information included under sections "Audit
Committee Report," "Compensation Committee Report," "Comdisco Stock Price
Performance Graph" and Annex A will not be deemed to be filed or to be proxy
soliciting material or incorporated by reference in any prior or future
filings by Comdisco under the Securities Act of 1933 or the Securities
Exchange Act of 1934.
18
<PAGE>
ANNEX A
AUDIT COMMITTEE CHARTER
Purpose
The audit committee is a committee of the board of directors. Its primary
function is to assist the board in fulfilling its oversight responsibilities
by reviewing the financial information which will be provided to the
shareholders and others, the systems of internal controls which management has
established, and the audit process. In doing so, it is the responsibility of
the audit committee to provide an open avenue of communication between the
board of directors, management, the internal auditors, and the independent
accountants.
Composition
The audit committee shall be composed of at least three, but not more than
six, independent directors.
Only independent directors may be members of the audit committee. An
independent director is a director who meets NYSE requirements.
Each member of the audit committee shall be financially literate, as such
qualification is interpreted by the company's Board of Directors in its
business judgment, or must become financially literate within a reasonable
period of time after his or her appointment to the audit committee.
At least one member of the audit committee must have accounting or related
financial management expertise, as the Board of Directors interprets such
qualification in its business judgment.
General
The audit committee has the power to conduct or authorize investigations into
any matters within the committee's scope of responsibilities. The committee
shall have unrestricted access to members of management and all information
relevant to its responsibilities. The committee shall be empowered to retain
independent counsel, accountants, or others to assist it in the conduct of any
investigation.
The audit committee will:
. Meet at least once per year or more frequently as circumstances require.
The committee may ask members of management or others to attend the
meetings and provide pertinent information as necessary.
. Report committee actions to the board of directors with such
recommendations as the committee may deem appropriate.
. Review/update the committee's charter at least annually, and submit the
charter to the Board of Directors for approval. The charter will be
published at least every three years in accordance with SEC regulations.
. Perform such other functions assigned by law, the company's charter or
bylaws, or the board of directors.
. Meet with the director of internal auditing, the independent
accountants, and management in separate executive sessions to discuss
any matters that the committee or these groups believe should be
discussed privately with the audit committee.
19
<PAGE>
Financial Reporting
The Audit Committee is responsible to review the following with management and
the independent accountants at the completion of the annual examination:
. The company's annual financial statements and the independent
accountants' audit of the financial statements and their report thereon.
External Auditor
The independent auditors are accountable to Comdisco's Board of Directors and
the Audit Committee of the Board.
The audit committee will:
. Recommend to the board of directors the independent accountants to be
nominated, and review and approve the discharge of the independent
accountants.
. Review the scope and approach of the annual audit with the independent
accountants.
. Review and discuss with the independent auditors all significant
relationships they have with the company that could impair the auditors'
independence.
Internal Auditor
The Audit Committee is responsible to consider, in consultation with the
director of internal auditing, the audit scope and role of the internal
auditors.
Consider and review with the director of internal auditing:
. Significant findings during the year and management's responses thereto,
including the timetable for implementation of the recommendations to
correct weaknesses in internal control.
. Any difficulties encountered in the course of their audits, including
any restrictions on the scope of their work or access to required
information.
. Any changes required in the planned scope of their audit plan.
. The internal auditing department budget and staffing.
. The internal auditing department charter.
Compliance with Laws and Regulations
Review with the company's general counsel and others any legal, tax or
regulatory matters that may have a material impact on company operations and
the financial statements, related company compliance policies, and programs
and reports received from regulators.
Compliance with Codes of Ethical Conduct
Review and assess the company's processes for administering a code of ethical
conduct.
Review with the director of internal auditing the results of internal audit's
review of the company's monitoring of compliance with Comdisco's code of
conduct, including compliance with the Foreign Corrupt Practices Act.
Review policies and procedures with respect to officers' expense accounts and
perquisites, including their use of corporate assets, and consider the results
of any review of these areas by the internal auditor or the independent
accountants.
20
<PAGE>
The Board of Directors recommends a vote FOR proposals 1 and 2
-------------------------------------------------------------------------------
- FOLD AND DETACH HERE -
Please mark
your votes as
indicated in
this example
X
For
Withhold
1. Election of directors--Nominees
01 Philip A. Hewes
02 Thomas H. Patrick
03 Nicholas K. Pontikes
04 James F. Voelker
-------------------------------------------------------------------------------
(INSTRUCTION: To withhold authority to vote for any individual nominee, write
the nominee's name on the line provided above.)
For
Against
Abstain
I consent to future access to the Annual Reports and Proxy Statements
electronically via the Internet. I understand that the Company may no longer
distribute printed materials to me for any future shareholder meeting until
such consent is revoked. I understand that I may revoke my consent at any
time.
2. The ratification of KPMG LLP as Auditors
3. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting and any adjournment(s)
thereof.
Date __________________________________________________________________________
-------------------------------------------------------------------------------
Signature
-------------------------------------------------------------------------------
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Signature(s) should be exactly as name or names appear on this proxy. If
shares are held jointly, each holder should sign. If signing is by attorney,
executor, administrator, trustee or guardian, please give full title.
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<PAGE>
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recorded
instructions.
Your telephone or Internet vote authorizes the named Proxies to vote in the
same
manner as if you marked, signed and returned your proxy card. It is not
necessary to return the printed proxy card if you vote by telephone or
Internet.
<PAGE>
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- FOLD AND DETACH HERE -
PROXY
[LOGO OF COMDISCO]
This Proxy is Solicited by the Board of Directors in Connection With the
Annual Meeting of Stockholders
9:00 A.M. (C.S.T.)
Thursday, February 1, 2001
PLACE: Midland Hotel
Presidential Ballroom
Mezzanine Level
172 W. Adams Street
Chicago, Illinois 60603
PROXY: John J. Vosicky and William N. Pontikes and each of them, are hereby
appointed by the undersigned as Proxies with full power of substitution, to
vote all the shares of common stock held of record by the undersigned on
December 15, 2000 at the Annual Meeting of Stockholders of Comdisco, Inc. or
at any adjournment(s) of the meeting, on each of the items on the reverse side
and in accordance with the directions given therein.
THIS PROXY IS CONTINUED ON THE REVERSE SIDE
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YOUR VOTE IS IMPORTANT!
YOU CAN VOTE IN ONE OF THREE WAYS:
1. Call toll free 1-800-840-1208 on a touch-tone telephone and follow the
instructions on the reverse side. There is NO CHARGE to you for this call;
or
2. Vote by Internet at http://www.eproxy.com/cdo; or
3. Mark, sign and date your proxy card and return it promptly in the enclosed
envelope.
PLEASE VOTE
TO VIEW OUR ANNUAL REPORT AND PROXY STATEMENT ONLINE
GO TO: http://www.comdisco.com/investor
