SCHEDULE 14A INFORMATION
Proxy 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 Statement
Soliciting Material Pursuant to ss. 240.14a - 11(c) or ss. 240.14a - 12
Confidential, for Use of the Commission Only(as permitted by Rule 14a-6(c)(2))
Ben & Jerry's Homemade, Inc.
(Name of Registrant as Specified by Its Charter)
Ben & Jerry's Homemade, Inc.
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
X No Fee Required
Fee computed on table below
<PAGE>
BEN & JERRY'S HOMEMADE, INC.
30 Community Drive
South Burlington, Vermont 05403-6828
May 15, 1998
Dear Shareholder:
You are cordially invited to attend the 1998 Annual Meeting of Shareholders,
which will be held on Saturday, June 27, 1998 on the Golf Course at the
Sugarbush Resort in Warren, Vermont, at 10:00 in the morning. Enclosed is a
Proxy Statement and Proxy Card for voting Class A Common Stock and Class B
Common Stock, a parking pass for the 1998 Shareholder Meeting and a copy of the
1997 Annual Report to Shareholders.
On the following pages you will find a Notice of the 1998 Annual Meeting and
Proxy Statement. The Notice of Annual Meeting lists 3 items of formal business
to address at the Annual Meeting.
After carefully considering the Proxy Statement, we hope that you will support
the election of the Directors and in approving Item 2. We recommend that you
vote against Item 3.
We will follow the formal business with time for discussion, and we welcome your
comments, questions and ideas.
After the Meeting, we invite you to join in the One World One Heart(TM)
Festival, a wonderful one day celebration, located at Sugarbush North. The
Festival will run from 11:00 a.m. until 7:00 p.m. and be filled with lots of
good music, good food, good fun, good intentions and good friends. Please join
us in this community celebration.
Best regards,
Ben Cohen
Chairperson
Perry D. Odak
Chief Executive Officer
<PAGE>
BEN & JERRY'S HOMEMADE, INC.
30 Community Drive
South Burlington, Vermont 05403-6828
TABLE OF CONTENTS
Page
Notice of Annual Meeting of Shareholders...................................1
Proxy Statement............................................................2
Introduction..........................................................2
Shares Outstanding, Voting Rights and Record Date.....................2
Item 1 - Nominees for Director.............................................2
Directors Standing for Election.......................................2
Committees of the Board...............................................5
Attendance at Board and Committee Meetings............................5
Item 2 - Ratification of Selection of Auditors.............................6
Item 3 - Shareholder Proposal..............................................6
Security Ownership of Certain Beneficial Owners and Management.............8
Executive Compensation.....................................................9
Summary Compensation Table............................................9
Options/SAR Grants...................................................10
Aggregated Options...................................................10
Compensation Committee Report........................................10
Certain Relationships & Related Transactions.........................12
Stock Performance Graph...................................................15
Voting, Miscellaneous, General, etc.......................................16
<PAGE>
BEN & JERRY'S HOMEMADE, INC.
30 Community Drive
South Burlington, Vermont 05403-6828
BEN & JERRY'S HOMEMADE, INC.
NOTICE OF THE 1998 ANNUAL MEETING OF SHAREHOLDERS
NOTICE IS HEREBY GIVEN that the 1998 Annual Meeting of Shareholders of Ben &
Jerry's Homemade, Inc. will be held on the Golf Course at the Sugarbush Resort
in Warren, Vermont, on Saturday the 27th of June at 10:00 a.m., Vermont time
(E.S.T.), for the following purposes:
1. To fix the number of directors at ten and to elect one class of three
directors to serve for one year expiring at the 1999 Annual Meeting of
Shareholders, one class of three directors to serve for a two year term
expiring in 2000, and one class of four directors to serve for a three year
term expiring in 2001; and until their successors are elected and
qualified.
2. To consider and act upon a proposal to ratify the selection of Ernst &
Young LLP as independent auditors for the 1998 fiscal year.
3. To consider and act upon a shareholder proposal, if submitted at the
Meeting.
4. To transact any other business that may properly be brought before the
Meeting or any adjourned session thereof.
Shareholders of record at the close of business on April 20, 1998 are entitled
to notice of, and to vote at, the Meeting.
By order of the Board of Directors,
Frances G. Rathke
Secretary
South Burlington, Vermont
May 15, 1998
PLEASE COMPLETE, SIGN AND DATE THE ENCLOSED PROXY (FOR CLASS A COMMON STOCK AND
FOR CLASS B COMMON STOCK) AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE WHETHER
OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING.
<PAGE>
BEN & JERRY'S HOMEMADE, INC.
30 Community Drive
South Burlington, Vermont 05403-6828
1998 ANNUAL MEETING OF SHAREHOLDERS
June 27, 1998
PROXY STATEMENT
The enclosed form of proxy (for Class A Common Stock and for Class B Common
Stock) is solicited on behalf of the Board of Directors of Ben & Jerry's
Homemade, Inc. ("Ben & Jerry's" or the "Company") for use at the 1998 Annual
Meeting of Shareholders to be held on the Golf Course at Sugarbush Resort in
Warren, Vermont on Saturday, June 27th, 1998 at 10:00 a.m., Vermont time
(E.S.T.), and at any adjourned session thereof (the "Meeting").
Any proxy may be revoked prior to its exercise (i) by written notice
received by the Secretary of the Company at its mailing address set forth above,
(ii) by execution of a later-dated proxy or (iii) by attending the Meeting and
voting the shares covered by the proxy in person.
Shareholders of record at the close of business on April 20, 1998 are
entitled to receive notice of and to vote at the Meeting. Each share of the
Company's Class A Common Stock and Class A Preferred Stock outstanding on the
record date is entitled to one vote, and each share of the Company's Class B
Common Stock is entitled to ten votes. As of the close of business on April 20,
1998 there were outstanding and entitled to vote 6,383,171 shares of Class A
Common Stock, 860,530 shares of Class B Common Stock and 900 shares of Class A
Preferred Stock.
The Company's Annual Report for 1997 is being mailed to shareholders with
this Proxy Statement. It is expected that this Proxy Statement will be mailed to
shareholders on or about May 15, 1998.
ITEM 1 - NOMINEES FOR DIRECTOR
Unless authority to do so has been withheld or limited in the proxy, it is
the intention of the persons named as proxies to vote the shares to which the
proxy relates to fix the number of directors at ten and to elect the nominees
named below. Management knows of no reason why any nominee should refuse or be
unable to serve. However, should any of the nominees refuse or be unable to
serve, it is the intention of the persons named as proxies to act in respect to
the filling of that office by voting the shares to which the proxy relates,
unless authority to do so has been withheld or limited in the proxy, for the
election of such other person or persons as may be designated by the Board of
Directors or, in the absence of such designation, in such other manner as they
may, in their discretion, determine. All nominees for election were previously
elected directors of the Company at the 1997 Annual Meeting.
At the 1997 Annual Meeting, the shareholders approved an amendment to the
Articles of Organization providing for a classified Board of Directors. However,
since that meeting was held on Saturday, the Articles of Amendment could not be
filed with the Secretary of State of the State of Vermont on that day, and
therefore, the 1997 Annual Meeting could not then proceed to elect
<PAGE>
directors for the staggered terms contemplated by the classified board
Amendment, and accordingly the Meeting proceeded to elect directors for the
ensuing year only. The Articles of Amendment have now been filed, and the
shareholders can, pursuant thereto, elect directors to the classified board, one
class of three directors for a one year term, one class of three directors for a
two year term and one class of four directors for a three year term.
Messrs. Furman and Morgan and Ms. Bankowski have been designated Class A
Directors to serve if elected for a term of one year expiring at the 1999 Annual
Meeting of Shareholders and until their successors are elected and qualified.
Messrs. Ferrari, Greenfield and Miller have been designated Class B Directors to
serve, if elected, for a term of two years, expiring at the 2000 Annual Meeting
of Shareholders and until their successors are elected and qualified; and Ms.
Henderson, Messrs. Cohen, Odak and Patti have been designated Class C Directors
to serve, if elected, for a term of three years expiring at the 2001 Annual
Meeting of Shareholders and until their successors are elected and qualified.
Set forth below is information relating to the nominees. Each director elected
will serve until his/her successor is elected and qualified or until his/her
earlier resignation or removal. None of the nominees for director is related to
any other nominee or to any executive officer of the Company by marriage,
adoption or blood.
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Name Age Principal Occupation or Employment Director Since
Class A Directors, term expires at the Annual Meeting of Shareholders 1999:
Elizabeth Bankowski 50 Elizabeth Bankowski has served as Director of 1990
Social Mission Development at the Company since 1991.
Additionally, Ms. Bankowski is Secretary and Director of
the Ben & Jerry's Foundation, Inc.
Jeffrey Furman 54 Jeffrey Furman is Treasurer and Director of the Ben & Jerry's 1982
Foundation, Inc. Mr. Furman was a consultant to the
Company from March 1991 through December 1996.
.
Henry Morgan 72 Henry Morgan is retired Dean Emeritus of Boston 1987
University School of Management. Mr. Morgan serves
on the Board of Directors of Cambridge Bancorporation;
Southern Development Bancorporation; and Cleveland
Development Bancorporation.
Class B Directors, term expires at the Annual Meeting of Shareholders 2000:
Pierre Ferrari 47 In 1997 Mr. Ferrari became President of Lang International, 1997
a marketing consulting firm. From 1994 to 1997 Mr. Ferrari
was the Special Assistant to the President and CEO of Care,
the world's largest private relief and development agency. Prior
to 1994, Mr. Ferrari held various senior level marketing positions
at the Coca-Cola Company.
<PAGE>
Name Age Principal Occupation or Employment Director Since
Jerry Greenfield 46 Jerry Greenfield, a Founder of the Company, has served 1977
as Director and Vice Chairperson of the Board of Directors
since 1990. Mr. Greenfield is also President and Director
of the Ben & Jerry's Foundation, Inc.
Frederick A. Miller 51 Since 1985 Frederick A. Miller has served as 1992
as President of the Kaleel Jamison Consulting
Group, Inc., a strategic culture change and
management consulting firm.
Class C Directors, term expires at annual meeting of shareholders 2001:
Ben Cohen 46 Ben Cohen, a founder of the Company, has served 1977
as Chairperson of the Board of Directors since February
1989. From January 1, 1991 through January 29, 1995 he
was the Chief Executive Officer of the Company. Mr.
Cohen has been a director of the Company since 1977.
Mr. Cohen is a director of Blue Fish Clothing, Inc.,
Community Products Inc., Social Venture Network, Center
for Defense Information and Greenpeace USA. In 1997
Community Products Inc. filed for protection under
Chapter 11 of the United States Bankruptcy Code.
Jennifer Henderson 44 Jennifer Henderson is Director of Training at the Center 1996
for Community Change in Washington, DC and President of
Strategic Interventions, Inc., a leadership and
management consulting firm.
Perry D. Odak 52 Perry D. Odak has served as Chief Executive Officer of the 1997
Company since December 31, 1996, as a director of the
Company since January 1997, and as Chief Executive Officer
and President since June 1997. From 1990 to 1996, Mr.
Odak was a principal in Odak, Pezzani & Company, a
private management consulting firm. From 1994 to 1995,
Mr. Odak was Chief Executive Officer of Graham Packaging.
Andrew S. Patti 57 Andrew S. Patti is the Senior Executive and Founder 1997
of Rianco, LLC, a venture capital firm. Mr. Patti was
Executive Vice President of Ameritech, a telecommunications
company from September 1996 to February 1997.
From 1978 until 1995 Mr. Patti was an executive with
The Dial Corporation, including holding the position
of President.
<PAGE>
</TABLE>
There were six meetings of the Board of Directors in 1997. Directors who
are not employees or full-time consultants of the Company receive an annual
retainer fee of $18,000, in addition to a $1,000 per board meeting attendance
fee and reimbursement of reasonable out-of-pocket expenses. The Company has the
1995 Non-Employee Directors' Plan for Stock in Lieu of Directors' Cash Retainer
under which directors may elect to be paid annually, in lieu of the cash
retainer for board services, shares of Class A Common Stock having a fair market
value (as of the date of payment) equal to the amount of such annual retainer.
Four non-employee directors, Pierre Ferrari, Frederick Miller, Henry Morgan and
Andrew Patti each elected to receive 936 shares of Class A Common Stock in lieu
of the cash retainer for the twelve month period ending July 1,1998 under this
Plan.
The Board of Directors has an Audit Committee, on which Messrs. Patti
(Chairperson), Ferrari and Morgan, none of whom are employees of the Company,
serve. This Committee met three times in 1997. The Audit Committee reviews with
management and the Company's independent public accountants the following: the
Company's financial statements, the accounting principles applied in their
preparation, the scope of the audit, any comments made by the accountants upon
the financial condition of the Company and its accounting procedures and
internal controls, and such other matters as the Committee deems appropriate.
The Board of Directors has a Compensation Committee which reviews salary
and related compensation matters relating to officers of the Company, the
compensation of all executive officers of the Company, and makes recommendations
to the Board regarding policy changes related to compensation and administers
certain compensation plans, including: the 1995 Equity Incentive Plan; the
Employee Stock Purchase Plan; and the 1985 Stock Option Plan (under which no
further options may be granted). Messrs. Morgan (Chairperson) and Miller and Ms.
Henderson, none of whom are employees of the Company, serve on this Committee.
The Board of Directors has a Nominating Committee on which Messrs. Cohen
(Chairperson), Ferrari, Greenfield and Odak and Ms. Bankowski, serve. The
Committee met twice in 1997.
The Board of Directors has an Executive Committee on which, effective March
31, 1998, Messrs. Ferrari, Miller, Morgan and Odak serve. The Committee met
twice in 1997.
The Board of Directors has a Social Mission/Worklife Committee on which,
effective March 31, 1998, Messrs. Miller (Chairperson) and Ferrari and Ms.
Bankowski, serve. The Committee oversaw the preparation of the 1997 Social
Performance Assessment. The Committee met three times in 1997.
Effective March 31, 1998, the Board established two additional committees:
the Product/Marketing Committee on which Messrs. Ferrari (Chairperson), Cohen
and Ms. Henderson serve, and the Finance Committee on which Messrs. Morgan
(Chairperson), Greenfield and Patti serve.
Recommendation of the Board of Directors
The Board of Directors recommends that the shareholders vote to fix the
number of directors at ten and for each of the ten nominees.
<PAGE>
ITEM 2 - RATIFICATION OF SELECTION OF AUDITORS
The Board of Directors has selected the independent public accounting firm of
Ernst & Young LLP to audit the accounts of the Company for the fiscal year 1998.
The Board of Directors has recommended that shareholders ratify this selection.
The Board of Directors will review its selection if this proposal is not
approved by the shareholders of the Company at the Annual Meeting.
Neither the firm of Ernst & Young LLP nor any of its partners has a direct
or materially indirect financial interest in the Company. Representatives of the
firm of Ernst & Young LLP will be present at the Annual Meeting with the
opportunity to make a statement if they desire to do so and will be available to
reply to shareholder inquiries.
Vote Required
The affirmative vote of a majority of the votes properly cast on the matter by
all shares of outstanding stock of the Company, voting together, at the Annual
Meeting is required to ratify the selection of Ernst & Young LLP as the
Company's independent auditors for 1998.
Recommendation of the Board of Directors
The Board of Directors recommends a vote FOR the proposal to ratify the
selection of Ernst & Young LLP as the Company's independent auditors for 1998.
ITEM 3 - SHAREHOLDER PROPOSAL
The Company has been notified that Eric Wollman, a shareholder, of Brooklyn, New
York, intends to present the following proposal for consideration at the Annual
Meeting.
Proposal submitted by shareholder- Repeal Classified Board of Directors
Be it resolved, that the shareholders of Ben & Jerry's Homemade, Inc.
request that the Board of Directors take the necessary steps to declassify the
Board of Directors and establish annual elections of directors, whereby
directors would be elected annually and not by classes. This policy would take
effect immediately and would be applicable to the re-election of any incumbent
director whose term, under the current staggered system, subsequently expires.
Statement of Support. I believe that the ability to elect directors is the
single most important use of the shareholder franchise. Accordingly, directors
should be accountable to shareholders on an annual basis. The election of
shareholders by classes, for multi-year terms, in my opinion, minimizes
accountability and precludes the full exercise of the rights of shareholders to
approve or disapprove annually the performance of the director or directors.
In addition, since only a portion of the Board of Directors is elected each
year, I believe that classified boards could frustrate, to the detriment of the
shareholder interest, the efforts of a bidder to acquire control, or a
challenger to engage successfully in a proxy contest. These elements may lead to
lower stock prices.
I urge you to support this shareholder proposal which requests the Board of
Directors to repeal the Classified board and establish a policy whereby all
directors are elected annually. Please vote YES for the shareholder proposal.
<PAGE>
Statement by the Board of Directors
The Board of Directors of the Company recommends a vote against Mr.
Wollman's proposal.
The classified Board of Directors of the Company will consist of three
classes of directors, one class of three directors elected for a one year term,
one class of three directors elected for a two year term and one class of four
directors elected for a three year term. See further discussion under Item 1 of
this Proxy Statement. The classified Board provision, to which Mr. Wollman
objects by submission dated July 4, 1997 was approved by the shareholders of the
Company at the 1997 Annual Meeting held on June 28, 1997, just six days before
Mr. Wollman's submission. Prior to the June 1997 approval by shareholders, the
Board of Directors had carefully considered the matter and had approved the
amendment of the Articles of Incorporation, classifying the Board, subject to
approval by the shareholders at the 1997 Annual Meeting
In the first place, the existence of the classified Board of Directors does
not preclude shareholders from approving or disapproving the performance of the
Board in exercising their voting rights with respect to the election of the
directors who are proposed for election at the Annual Meeting.
Furthermore, the Board believes that the classified Board effectively
reduces the possibility that a third party could effect a change, including a
tender offer or a sudden or surprise change in the composition of the Company's
Board of Directors, without the support of the incumbent Board and accordingly,
that the classified Board strengthens Ben & Jerry's ability to remain an
independent, Vermont-based company, focused on its three part corporate mission
which Ben & Jerry's believes is in the best interest of the Company, its
shareholders, its employees and the Vermont community.
Recommendation of the Board of Directors
The Board of Directors recommends a vote AGAINST Mr. Wollman's proposal.
<PAGE>
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth certain information as of April 20, 1998 with
respect to the beneficial ownership of the outstanding shares of Class A Common
Stock, Class B Common Stock and Class A Preferred Stock by (i) all persons
owning of record, or beneficially to the knowledge of the Company, more than
five percent of the outstanding shares of each class of Class A Common Stock,
Class B Common Stock or Class A Preferred Stock, (ii) each director and
executive officer of the Company individually, (iii) all directors and officers
of the Company as a group and (iv) The Ben & Jerry's Foundation, Inc. The
mailing address of each of the persons (except as shown in the table) is c/o the
Company, 30 Community Drive, South Burlington, Vermont 05403-6828.
<TABLE>
<CAPTION>
Amount of
Amount of Beneficial Amount of Beneficial Beneficial
Ownership of Ownership of Ownership of
Class A Class B Class A
Common Stock(8) Common Stock Preferred Stock
--------------- ------------ ---------------
Percentage Percentage Percentage
Number of Number of Number of
of Outstanding of Outstanding of Outstanding
Shares Shares(1) Shares Shares(2) Shares Shares
------ --------- ------ --------- ------ ------
<S> <C> <C> <C> <C> <C> <C>
Ben Cohen (3) 508,173 8.0% 488,486 56.7% -- --
Jeffrey Furman (4) (5) 17,000 * 30,300 3.5% -- --
Jerry Greenfield (4) 130,000 2.0% 90,000 10.4% -- --
Perry Odak (6) 152,000 2.4% -- -- -- --
Elizabeth Bankowski (4) 17,045 * -- -- -- --
Pierre Ferrari 2,936 * -- -- -- --
Jennifer Henderson 524 * -- -- -- --
Frederick A. Miller 2,160 * -- -- -- --
Henry Morgan 4,160 * -- -- -- --
Andrew Patti 936 * -- -- -- --
Lawrence E. Benders 0 -- -- -- -- --
Bruce Bowman 19,327 * -- -- -- --
Charles Green 1,000 * -- -- -- --
Angelo Pezzani 13,000 * -- -- -- --
Frances Rathke 26,375 * -- -- -- --
The Capital Group 797,500 12.5% -- -- -- --
Companies, Inc. (7)
333 South Hope St.
Los Angeles, CA 90071
All Officers and directors
as a group (15 persons) 894,635 14.0% 608,786 70.6% -- --
The Ben & Jerry's
Foundation, Inc. -- -- -- -- 900 100%
* Less than 1%
- -------------------------------------------------------------
(1)Based on the number of shares of Class A Common Stock outstanding as of
April 20, 1998. Each share of Class A Common Stock entitles the holder to one
vote per share.
(2)Based on the number of shares of Class B Common Stock outstanding as of
April 20, 1998. Each share of Class B Common Stock entitles the holder to ten
votes.
(3)Under the regulations and interpretations of the Securities and Exchange
Commission, Mr. Cohen may be deemed to be a parent of the Company.
(4)By virtue of their positions as directors of The Foundation, which has the
power to vote or dispose of the Class A Preferred Stock, each of Messrs.
Greenfield, a co-founder, Director and Vice Chairperson of the Company, and
Furman, a Director of and formerly a consultant to the Company, and Ms.
Bankowski, an officer and Director of the Company, may be deemed, under the
regulations and interpretations of the Securities and Exchange Commission, to
own beneficially the Class A Preferred Stock.
(5)Does not include 210 shares of Class A Common Stock and 105 shares of Class
B Common Stock owned by Mr. Furman's wife, as to which he disclaims
beneficial ownership under the securities laws. Includes 7,000 shares held by
Mr. Furman as trustee for others, which are deemed beneficially owned by Mr.
Furman under rules and regulations of the Securities and Exchange Commission.
(6)Does not include 15,080 shares of Class A Common Stock beneficially owned by
Mr. Odak's wife under the rules and regulations of the Securities and
Exchange Commission, as to which he disclaims beneficial ownership.
(7)The Capital Group Companies, Inc. is the parent company of Capital Research
and Management Company, SMALLCAP World Fund, Inc. and Capital Guardian Trust
Company. As a result of the investment power and in some cases the voting
power held by the subsidiary companies, The Capital Group Companies, Inc., is
deemed to "beneficially own" such securities by virtue of Rule 13d-3 under
the Securities Exchange Act of 1934.
(8)Reflects the number of shares that could be purchased by exercise of options
available at April 20, 1998, or within 60 days thereafter, under the
Company's stock option plans.
<PAGE>
</TABLE>
EXECUTIVE COMPENSATION
Summary Compensation Table
Summary Compensation Table
The following table sets forth the cash compensation paid by the Company in
Fiscal Years 1995 - 1997 as well as certain other compensation paid, awarded or
accrued for those years to the Company's Chief Executive Officer and the
Company's other executive officers during the 1997 fiscal year whose total
salary and bonuses exceeded $100,000. Perry Odak became the Chief Executive
Officer on December 31, 1996.
<TABLE>
<CAPTION>
Long-Term
Compensation
Annual Compensation Awards Payouts
----------------------------- ------ ---------------------
Other Securities All
Name and Annual Restricted Underlying Other
Principal Compen- Stock Options/ LTIP Compen-
Position Year Salary Bonus(2) sation Awards SARS Payouts sation(3)
- -------------------------------------------------------------- -------------------- --------- ---------
<S> <C> <C> <C> <C> <C>
Ben Cohen (1) 1997 $183,333 -- $3,000
Chairperson 1996 $149,664 -- $3,017
and CEO 1995 $132,500 -- $2,195
Jerry Greenfield 1997 $183,333 -- $3,000
Vice Chairperson 1996 $149,664 -- $3,017
1995 $132,500 -- $2,195
Perry D. Odak 1997 $300,000 $100,000 360,000 $25,000
CEO, President and 1996 $ -- -- --
Director 1995 $ -- -- --
Bruce Bowman 1997 $200,000 $50,000 27,000 $4,131
Senior Director of 1996 $169,231 $20,000 10,000 $1,099
Operations 1995 $55,385 $40,000 25,000 $2,195
Frances Rathke 1997 $162,603 $45,000 30,000 $3,229
CFO and 1996 $145,385 -- -- $2,928
Secretary 1995 $125,000 $1,281 30,000 $2,260
Charles Green 1997 $162,596 $40,000 45,000 --
Senior Director of 1996 $ 24,231 -- 5,000 --
Sales & Distribution 1995 $ -- -- -- --
(1) Ben Cohen was CEO prior to January 31, 1995.
(2) "Bonus" includes 1997 discretionary distributions under the Company's
management incentive program. Bruce Bowman was awarded a bonus in accordance
with his employment contract of $40,000 in 1995 and $20,000 in 1996. Ms. Rathke
received $1,281 in 1995 under the Company's informal and discretionary profit
sharing plan, under which executive officers and senior executives are no longer
eligible.
(3) "All Other Compensation" includes Company contributions to 401(K)
plans and relocation fees.
</TABLE>
<PAGE>
Option/SAR Grants in Fiscal 1997
<TABLE>
<CAPTION>
Potential
Realizable
Value at
Percentage Assumed Annual
of Total Rates of
Options/ Stock Price
SARS Exercise Appreciation
Options/ Granted to or for Option Term
SARS Employees Base Price Expiration
Granted in 1997 (per share) Date 5% 10%
------- ------- ----------- ---- -- ---
<S> <C> <C> <C> <C> <C> <C>
Ben Cohen 0 0 0 0 0 0
Jerry Greenfield 0 0 0 0 0 0
Perry D. Odak 200,000 28.8% $10.88 12/31/06 $1,368,475 $3,467,984
160,000 23.1% $10.88 1/1/07 $1,094,780 $2,774,387
Bruce Bowman 27,000 3.9% $13.89 6/28/07 $235,854 $597,701
Charles Green 45,000 6.5% $13.89 6/28/07 $393,091 $996,169
Frances Rathke 30,000 4.3% $13.89 6/28/07 $262,060 $664,112
</TABLE>
Aggregated Option/SAR Exercises in 1997 and 1997 Year-End Option/SAR Values
<TABLE>
<CAPTION>
Shares
Acquired Value of Unexercised
on Number of Unexercised In-The-Money Options/
Exercise Value Options/SARS at 12/27/97 SARS at 12/27/97
(#) Realized Exercisable Unexercisable Exercisable Unexercisable
--- -------- ----------- ------------- -------------------------
<S> <C> <C> <C> <C> <C> <C>
Ben Cohen 0 0 0 0 0 0
Jerry Greenfield 0 0 0 0 0 0
Perry Odak 0 0 90,000 270,000 $472,500 $1,417,500
Bruce Bowman 0 0 15,375 46,625 $15,060 $82,920
Charles Green 0 0 1,000 49,000 $3,750 $115,800
Frances Rathke 0 0 14,343 46,842 $46,550 $101,400
</TABLE>
Compensation Committee Report on Executive Compensation
The Compensation Committee of the Board of Directors is composed of three
independent, non-employee directors who have no interlocking relationships as
defined by the Securities and Exchange Commission and whose names appear below.
The Committee is responsible for reviewing salary and related compensation
matters relating to the Chief Executive Officer and the other executive officers
of the Company and making recommendations to the Board regarding compensation
policy changes for the Company. The Committee also administers: the 1985 Option
Plan (under which no further stock options may be granted); the 1995 Equity
Incentive Plan; the 1991 Restricted Stock Plan; the 1995 Non-Employee Directors'
Plan for Stock in Lieu of Directors' Cash Retainer; and the 1986 Employee Stock
Purchase Plan.
General Compensation Philosophy. The Company operates in a competitive
environment of the super premium ice cream and frozen dessert industry. While
applying a principle of salary compression and "linked prosperity," the Company
strives to maintain compensation programs that allow the Company to respond to
the competitive pressures within this industry. The Company's compensation
philosophy is to offer compensation opportunities linked to the Company's
three-part mission, individual performance and overall contribution to the
Company's success and the enhancement of shareholder value. These compensation
opportunities are intended to enable the Company to attract, retain and motivate
the necessary people to ensure the Company's long-term growth, both financial
and non-financial (i.e. social performance).
<PAGE>
Compensation Components. It is the Committee's objective to have a
substantial portion of the Chief Executive Officer and the Company's other
executive officers compensation contingent ("at risk") upon the Company's
successful performance, as well as his or her contribution to the success in
meeting its three-part mission and balancing both short and long-term goals. The
compensation program for the Company's Chief Executive Officer and other
executive officers consists of three main components: (1) a base salary; (2) an
annual bonus; and (3) long-term incentives. The second and third constitute the
"at risk" portion of the Chief Executive Officer and other executive officers'
overall compensation program. These three components are in addition to the
Company's employee benefits, which include hospital and health insurance, life
insurance, 401(k) retirement plan and the Employee Stock Purchase Plan.
Base Salary. The Committee annually reviews the base salary of the Chief
Executive Officer and other executive officers. In determining salary
adjustments, the Committee considers, in light of any contract that is in place,
the Company's success in achieving its three-part mission objectives, the
Officer's individual performance, and the Officer's base salary in relation to
the lower-to-mid end of the competitive range of pay for the position.
Annual Incentive Bonus. The annual incentive bonus is the first "at risk"
element in the Company's compensation program. For 1997 the Chief Executive
Officer recommended bonus awards for the executive officers and certain other
key employees, given the Company's major improvement in its results for the
second half of the year, and these awards were approved by the Compensation
Committee, which also voted a bonus award for the Chief Executive Officer. For
1998 the Board has approved a business plan presented by management which
establishes three-part corporate mission objectives for the year 1998, including
business plan revenue and profitability targets. The Compensation Committee,
with input from the Social Mission/Worklife Committee, is establishing an annual
bonus target award for the Chief Executive Officer and the Chief Executive
Officer is establishing bonus award targets for the other executive officers and
certain other key employees.
Long-Term Incentive Program. The long-term incentive program is the second
"at risk" element of the Company's compensation program in which it is intended
that the Chief Executive Officer, all other executive officers and all key
employees will be eligible to participate. The Committee may also grant, from
time to time, options across the board to all levels of employees and, in some
cases, to consultants. The Committee views the granting of stock options as a
significant method of aligning management's long-term interests with those of
the shareholders. This approach brings into balance short and long-term
compensation with the Company's goals, fosters the retention of key executive
and management personnel and rewards the achievement of superior performance at
the different employee levels within the Company. Long-term incentive awards to
executives will be based upon criteria which include an individual's current
position with the Company, total amount of compensation other than long-term
incentive, the executive's performance in the recent period, expected
contributions to the achievement of the Company's long-term performance goals
and competitive levels of stock grants. The Committee in 1997 made stock option
grants for an aggregate of 694,000 shares to executive officers and key
employees.
1997 Compensation of the Chief Executive Officer. Mr. Perry Odak was hired
as Chief Executive Officer for the Company on December 31, 1996 and on June 30,
1997 he also became President. As Chief Executive Officer, Mr. Odak was
compensated during 1997 pursuant to an employment agreement entered into on
December 31, 1996, which extends through December 31, 1999. Under the terms of
the agreement, Mr. Odak received a base salary of $300,000. He was awarded in
1998 an incentive award of $100,000 for 1997 performance. In connection with
entering into his Employment Agreement, Mr. Odak
<PAGE>
received non-incentive stock options to purchase an aggregate of 360,000 shares
of Class A Common Stock exercisable at $10.88 per share, the fair market value
of the stock on the dates of grant by the Compensation Committee. Options for
90,000 shares became exerciseable on June 1, 1997 in accordance with the
Employment Agreement. The balance of the options become exercisable at various
dates specified in the Employment Agreement, subject to acceleration of vesting
as to specified amounts in the event that certain Class A Common Stock price
levels are achieved and the Compensation Committee makes certain findings with
respect to Mr. Odak's performance with respect to non-financial objectives in
the applicable prior year, all as specified in detail in the Employment
Agreement. In 1998 the Compensation Committee voted that Mr. Odak had met his
non-financial objectives for the year 1997.
Henry Morgan, Chairperson
Jennifer Henderson
Frederick A. Miller
Certain Relationships and Related Transactions
Under the terms of a Severance and Non-Competition Agreement between the
Company and Mr. Furman, dated December 31, 1990, the Company continues to
provide, at no cost to Mr. Furman, family health insurance coverage under the
Company's regular employee health insurance plan. This obligation will continue
until March 2, 1999.
Mr. Cohen, a Founder of the Company, Chairperson and Director of the
Company, has entered into an Employment Agreement with the Company for an
employment term expiring on December 31, 1998 (renewable automatically
thereafter in successive one year periods unless either Mr. Cohen or the Company
gives notice to the other of non-renewal). The Agreement provides for a base
salary of $200,000 per annum, subject to increases and bonuses at the discretion
of the Board. The Agreement provides for a covenant not to compete during the
employment term of the Agreement and for a three year period thereafter, in
consideration of payment by the Company (except as otherwise provided in the
Agreement) of severance equal to the then-current base salary during the
three-year period. The Agreement then provides for annual payments of $75,000
for life, commencing with the end of the three year severance period, and for
specified insurance benefits and contains a provision for contemplated services
to be provided to the Company after the end of the term of employment and
severance period.
Mr. Greenfield, a Founder of the Company, Vice Chairperson, and Director of
the Company, has entered into an Employment Agreement with the Company for a
term expiring on December 31, 1998 (renewable automatically thereafter in
successive one year periods unless either Mr. Greenfield or the Company gives
notice to the other of non-renewal). The Agreement provides for a base salary of
$200,000 per annum, subject to increases and bonuses at the discretion of the
Board. The Agreement also provides for a covenant not to compete during the
employment term of the Agreement and for a three year period thereafter, in
consideration of payment by the Company (except as otherwise provided in the
Agreement) of severance equal to the then-current base salary during the three
year period. The Agreement then provides for annual payments of $75,000 for
life, commencing with the end of the three year severance period, for specified
insurance benefits and contains a provision for certain services contemplated to
be provided to the Company after the end of the term of employment and severance
period.
<PAGE>
Mr. Bowman, Senior Director of Operations has an employment agreement dated
August 21, 1995, expiring August 20, 1998. The Agreement provides for an annual
base salary, which may be increased by the Board (the Board has currently fixed
such base salary at $200,000), and he is entitled to an incentive bonus, not
exceeding 35% of his base salary (payable in cash and shares of Class A Common
Stock), as determined by the Chief Executive Officer, subject to approval of the
Compensation Committee. The amount of the bonus award for 1997 was $50,000. The
Agreement provided for stock options on 25,000 shares of Class A Common Stock
which were granted in August, 1995. The Agreement also provides for hospital and
health insurance, life insurance, 401(k) retirement plan, Employee Stock
Purchase Plan and other employee benefits, a covenant not to compete during the
term of the Agreement and for a two year period thereafter, and for one year's
continuation of then-current base salary and annual incentive award at the rates
in effect on the date of termination of his employment by the Company without
cause.
Mr. Odak, Chief Executive Officer, has a three year employment agreement
with the Company dated December 31, 1996. Under the terms of the Agreement, Mr.
Odak is entitled to a base salary of $300,000 per annum, subject to increases
from time to time by the Board of Directors, in its sole discretion. Mr. Odak
received non-incentive stock options to purchase an aggregate of 360,000 shares
of Class A Common Stock of the Company exercisable at $10.88 per share, the fair
market value on the dates of grant by the Compensation Committee of the Board of
Directors under the 1995 Equity Incentive Plan. These options become exercisable
at various dates specified in the Employment Agreement, subject to acceleration
of vesting as to specified amounts in the event that certain financial goals are
achieved and the Compensation Committee makes certain findings with respect to
Mr. Odak's performance in the applicable prior year, all as specified in detail
in the Employment Agreement.
The Employment Agreement may be terminated at any time by the Company for
cause, as defined. If terminated for cause, the Company shall have no further
obligation to Mr. Odak, other than for base salary through the date of
termination, and any options that are vested shall continue to be exercisable
for thirty days (unless terminated by the vote of the Compensation Committee).
All other options terminate.
The Company may also terminate the Employment Agreement other than for
cause, in which event the Company has a continuing obligation to pay Mr. Odak
his base amount at the rate in effect on the date of termination for the monthly
periods specified in the Agreement, which are dependent upon the date of such
termination. Additionally, the Company will continue to contribute, for the
period during which the base amount is continued, the cost of Mr. Odak's
participation (including his family) in the Company's group medical and
hospitalization insurance plans and group life insurance plan. Upon such
termination, unvested options shall become exercisable to the extent so provided
by the Agreement.
Mr. Odak may terminate his employment with the Company for good reason, as
defined (in the absence of cause). In the event of such termination, base
amount, benefits and options (including acceleration, period of exercisablilty
and termination of options) shall be paid or provided in the same manner and
extent as for a termination by the Company other than for cause.
During the year ended December 27, 1997, the Company purchased Rain Forest
Crunch cashew-Brazil nut buttercrunch candy to be included in Ben & Jerry's Rain
Forest Crunch flavor ice cream for an aggregate purchase price of approximately
$800,000 from Community Products, Inc., a company of which Messrs. Cohen and
Furman were the principal shareholder and directors. The candy was purchased
from Community Products, Inc. at competitive prices and on standard terms and
conditions. Community Products, Inc. filed for protection under Chapter 11 of
the U.S.
<PAGE>
Bankruptcy Code in early 1997, its business was sold and the matter (and related
litigation) is pending in U.S. Bankruptcy Court. Ben & Jerry's located an
alternative supplier for cashew-Brazil nut buttercrunch. The termination of Ben
& Jerry's relationship with Community Products, Inc. had no material effect on
the Company's business.
In 1997, the Company paid a $60,000 fee to The Kaleel Jamison Consulting
Group, Inc. for its role in the Company's hiring of Mr. Richard Doran, Senior
Director of Human Resources. Mr. Frederick A. Miller, a director of the Company,
is President of Kaleel Jamison Consulting Group, Inc. Prior to joining the
Company Mr. Doran was an employee of Kaleel Jamison Consulting Group, Inc.
In December 1997, the Company advanced $140,000 to Mr. Lawrence E. Benders,
Chief Marketing Officer, under a non-interest bearing bridge loan for the
purchase of his home in Vermont. In January 1998 this bridge loan was paid in
full by Mr. Benders.
During 1997, the Company paid $20,000 to Mr. Andrew Patti for services as
Chairman of the Executive Committee.
<PAGE>
Stock Performance Graph
The following graph sets forth information comparing the cumulative total return
to holders of the Company's Common Stock (Class A and Class B) over the last
five years (the "Measuring Period") with (1) the cumulative total return of the
NASDAQ Stock Market Index (U.S.) and (2) the cumulative total return of the
Standard and Poor's Food Index, assuming in each case the investment of $100 on
December 31, 1992. The yearly change in cumulative total return is measured by
dividing (i) the sum of (a) the cumulative amount of dividends for each fiscal
year, assuming dividend reinvestment and (b) the change in share price between
the beginning and end of the Measuring Period, by (ii) the share price at the
beginning of the Measuring Period. The Company has not paid any cash dividends.
BEN & JERRY'S S&P FOODS
HOMEMADE INDEX NASDAQ
12/31/92 100 100 100
3/31/93 110.53 96.46 101.88
6/30/93 89.47 89.37 103.83
9/30/93 68.42 87.47 112.58
12/31/93 56.58 91.77 114.79
3/31/94 58.77 88.86 109.97
6/30/94 59.21 89.48 104.83
9/30/94 49.12 96.93 113.51
12/31/94 33.33 102.58 112.21
3/31/95 41.67 106.06 122.28
6/30/95 48.25 115.63 139.87
9/30/95 65.79 120.37 156.70
12/31/95 51.75 130.85 158.56
3/31/96 57.89 132.83 166.08
6/30/96 59.65 136.02 179.64
9/30/96 44.30 148.56 186.04
12/31/96 38.16 155.03 195.18
3/31/97 45.18 167.01 184.61
6/30/97 48.25 190.20 218.45
9/30/97 45.18 198.06 255.40
12/31/97 54.39 222.19 239.53
The above stock performance graph is required by regulations adopted by the
Securities and Exchange Commission.
Stock Ownership Filings
Under the securities laws of the United States, the Company's directors, certain
of its officers, and any persons holding more than ten percent of the Company's
Common Stock are required to report their ownership of the Company's Common
Stock and any changes in that ownership to the Securities and Exchange
Commission. Specific due dates for these reports have been established and the
Company is required to report in this proxy statement any failure to file by
these dates during 1997. All of these filing requirements were satisfied by its
directors and officers and, to the Company's knowledge and belief, ten percent
holders.
<PAGE>
VOTING INFORMATION
Consistent with state law and under the Company's By-laws, a majority of
the shares entitled to be cast on a particular matter, present in person or
represented by proxy, constitutes a quorum as to such matter. Votes cast by
proxy or in person at the Annual Meeting will be counted by persons appointed by
the Company to act as Judges of Election for the Meeting.
The ten nominees for election as Directors at the Annual Meeting who
receive the greatest number of votes properly cast for the election of Directors
shall be elected Directors. A majority of the votes properly cast on the matter
is necessary to approve any other matter which comes before the Annual Meeting,
except where law or the Company's Articles of Incorporation or By-laws require
otherwise.
The Judges of Election will count the total number of votes cast "for"
approval of proposals, other than the election of Directors, for purposes of
determining whether sufficient affirmative votes have been cast. The Judges of
Election will count shares represented by proxies that withhold authority to
vote for a nominee for election as a Director or that reflect abstentions and
"broker non-votes" (i.e., shares represented at the Annual Meeting held by
brokers or nominees as to which (i) instructions have not been received from the
beneficial owners or persons entitled to vote and (ii) the broker or nominee
does not have the discretionary voting power on a particular matter) only as
shares that are present and entitled to vote on the matter for purposes of
determining the presence of a quorum, but neither abstentions nor broker
non-votes will have any effect on the outcome of voting on the matter.
MISCELLANEOUS
Each of the Compensation Committee Report on Executive Compensation and the
Stock Performance Graph shall not be deemed incorporated by reference by any
general statement incorporating this proxy statement into any filing under the
Securities Act of 1933 or under the Securities Exchange Act of 1934, except to
the extent that the Company later specifically incorporates this information by
reference, and shall not otherwise be deemed filed under such Acts.
SHAREHOLDER PROPOSALS
Any shareholder proposal intended for presentation at the 1999 Annual
Meeting must be received by the Secretary of the Company at the Company's
headquarters in South Burlington, Vermont by January 31, 1999.
GENERAL
The proxy confers discretionary authority with respect to any other
business which may come before the Annual Meeting of Shareholders, including
rules for the conduct of the Meeting. The Board of Directors knows of no other
matter to be presented at the Meeting. It is the intention of the persons named
as proxies to vote the shares to which the proxies relate according to their
best judgment if any matters not included in the Proxy Statement do properly
come before the Meeting, unless the contrary is indicated.
<PAGE>
In addition to the solicitation of proxies by mail, management and
employees of the Company may also assist in soliciting proxies in person or by
mail, telecopy, telephone and personal interviews for which they will receive no
additional compensation. The Company will also reimburse brokers and other
persons for their reasonable charges and expenses in forwarding soliciting
materials to their principals or other beneficial owners of capital stock of Ben
& Jerry's.
You are encouraged to exercise your right to vote by marking the appropriate
boxes and dating and signing the enclosed proxy card. It is not necessary to
mark any box if you wish to vote in accordance with the recommendations of the
Board of Directors. The proxy card may be returned in the enclosed envelope,
which is postage-paid if mailed in the United States. A prompt response will be
helpful and your cooperation is appreciated.
By order of the Board of Directors,
Frances G. Rathke
Secretary
South Burlington, Vermont
May 15, 1998
<PAGE>
<TABLE>
<CAPTION>
CLASS A AND/OR B COMMON STOCK
BEN & JERRY'S HOMEMADE, INC.
This Proxy is solicited on behalf of the Board of Directors.
The undersigned hereby appoints Ben Cohen, Jerry Greenfield and Perry Odak and
each of them, as proxies, each with the power to appoint his substitute and
hereby authorizes any of them to represent and to vote, as designated below, all
the shares of Class A and B Common Stock of Ben & Jerry's Homemade, Inc. held of
record by the undersigned on April 20, 1998 at the Annual Meeting of
Shareholders to be held on June 27, 1998 on the Golf Course at Sugarbush Resort
in Warren, Vermont at 10:00 a.m., Vermont time, or any adjournment thereof.
(Continued, and to be signed, on reverse side)
Please date, sign and mail your
Proxy card back as soon as possible!
Annual Meeting of Shareholders
BEN & JERRY'S HOMEMADE, INC.
Class A and/or B Common Stock
June 27, 1998
Please Detach and Mail in the Envelope Provided
[X] Please mark your
votes as in this
example.
FOR all nominees listed at right or if any WITHHOLD
nominee is not available for election, such AUTHORITY
substitute as the Directors may designate to vote for nominees
(except as marked to the contrary below.) listed at right
<S> <C> <C> <C>
NOMINEES:
1. Election of Elizabeth Bankowski, Ben Cohen,
Directors. [ ] [ ] Pierre Ferrari, Jeffrey Furman,
Jerry Greenfield, Jennifer Henderson,
Frederick A. Miller, Henry Morgan,
(INSTRUCTION: To withhold authority to vote for Perry D. Odak, Andrew S. Patti.
any individual nominee, write that nominee's
name in the space provided below.)
- ------------------------------------
FOR AGAINST ABSTAIN
2. APPROVING the selection of Ernst & Young [ ] [ ] [ ]
as the Company's independent auditors for 1998.
3. Shareholder proposal to repeal classified [ ] [ ] [ ]
Board of Directors.
In their discretion, the proxies are authorized to vote upon such other business as
may properly come before the meeting or any adjournment thereof.
This proxy when properly executed will be voted in the manner
directed herein by the undersigned stockholder. IF NO DIRECTION
IS MADE, THIS PROXY WILL BE VOTED FOR ELECTION OF
DIRECTORS AND FOR ALL PROPOSALS.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROPTLY USING THE ENCLOSED
ENVELOPE.
Signature_____________________ Signature if held jointly______________________ Dated ________, 1998
NOTE: Please sign exactly as your name appears above. 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 authorized
officer. If a partnership please sign in
</TABLE>
