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SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
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Filed by a Party other than the Registrant [ ]
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[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
GENZYME CORPORATION
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(Name of Registrant as Specified in Its Charter)
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Item 22(a)(2) of Schedule 14A.
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[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
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[Genzyme Corporation letterhead]
May 9, 1996
Dear :
The May 16, 1996 Annual Meeting of Shareholders is now just one week
away. This is a reminder to you that if you have not yet voted your proxy, you
should do so as soon as possible. Your vote is important to us, and we want to
be sure it comes in time to be included.
We are requesting your favorable vote on proposals 2 and 3. These
proposals increase the number of shares available for the granting of the stock
options in the Company's two classes of stock, the General Division and the
Tissue Repair Division.
Since there is no single common stock representing Genzyme Corporation,
you must look at the total shares and options outstanding for each class of
stock separately rather than in the aggregate.
The Company is aware of the concerns of its shareholders as it relates
to the issuance of option shares. As a result, our stock option programs have
evolved over the past several years to reflect your concerns while maintaining
the Company's ability to attract and retain qualified employees. Specifically:
- We have granted an increasing number of stock options that are
performance related. Performance related options have
objectives that are based on achieving specific revenue,
profitability or stock price goals within relatively short
periods of time, all of which are consistent with increasing
shareholder value.
- 23% of General Division options outstanding are performance
related grants. 15% of options outstanding are performance
grants tied directly to specific increases in the stock price.
- 29% of Tissue Repair Division options outstanding are
performance related grants, all of which are tied to increases
in the stock price.
- Over the past three years, the Compensation Committee has
reduced the number of shares which may be granted to
non-executive employees by 50%, a recognition of the growing
maturity of the Company.
- Options granted to executive officers are below the average
for similar grants reported for 1994 by the 10 largest
biotechnology companies.
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- Genzyme has an employment turnover rate of 7%, well below the
industry average of 20%. Our ability to continue to attract
and retain employees is crucial to our continued success and
growth. It is our hope that you will support this year's proxy
proposals.
Sincerely,
David J. McLachlan
Senior Vice President - Finance
