<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
</TABLE>
Norrell Corporation
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) 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.:
(3) Filing Party:
(4) Date Filed:
<PAGE> 2
NORRELL CORPORATION LOGO
To Our Shareholders:
You are cordially invited to attend the 1997 Annual Meeting of Shareholders
to be held in the "C" Level auditorium at the administrative offices of the
Company, 3535 Piedmont Road, N.E., Atlanta, Georgia, on March 4, 1997, at 9:30
a.m. Eastern Standard Time.
The principal business of the meeting will be to elect three Class III
directors and to approve an increase in the number of shares reserved for
issuance under the Company's 1994 Stock Incentive Plan.
We hope that you will be able to attend this meeting. Whether you plan to
attend or not, we would appreciate your completing, signing, dating and
returning the enclosed proxy card in the envelope provided at your earliest
convenience. If you choose to attend the meeting, you may, of course, revoke
your proxy and personally cast your votes. We look forward to seeing you there.
Sincerely yours,
/s/ Guy W. Millner
Guy W. Millner
Chairman of the Board
/s/ C. Douglas Miller
C. Douglas Miller
President and Chief Executive Officer
January 29, 1997
<PAGE> 3
NORRELL CORPORATION
3535 PIEDMONT ROAD, N.E.
ATLANTA, GEORGIA 30305
---------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
---------------
The 1997 Annual Meeting of Shareholders of Norrell Corporation will be held
on March 4, 1997, at 9:30 a.m. (EST) at the principal administrative offices of
the Company, 3535 Piedmont Road, N.E., Atlanta, Georgia, in the "C" Level
auditorium.
The meeting is called for the following purposes:
1. To elect three Class III directors for a three-year term expiring
on the date of the annual meeting of shareholders in 2000.
2. To act upon a proposal to amend the Company's 1994 Stock Incentive
Plan to increase the number shares reserved for issuance under such Plan.
3. To consider and act upon such other business as may properly come
before the meeting or any adjournment(s).
The Board of Directors has fixed the close of business on January 8, 1997,
as the record date for the determination of shareholders entitled to notice of
and to vote at the meeting.
By order of the Board of Directors,
/s/ Mark H. Hain
Mark H. Hain
Secretary
January 29, 1997
IF YOU ARE UNABLE TO BE PRESENT AT THE MEETING, YOU ARE REQUESTED TO SIGN,
COMPLETE AND RETURN THE ENCLOSED PROXY SO THAT YOUR STOCK WILL BE REPRESENTED.
<PAGE> 4
NORRELL CORPORATION
3535 PIEDMONT ROAD, N.E.
ATLANTA, GEORGIA 30305
------------------------
PROXY STATEMENT
------------------------
The enclosed proxy is solicited by the Board of Directors of Norrell
Corporation (the "Company") for use at the 1997 Annual Meeting of Shareholders
to be held on March 4, 1997, at 9:30 a.m. (EST), at the administrative offices
of the Company, 3535 Piedmont Road, N.E., Atlanta, Georgia. Any shareholder
giving a proxy has the power to revoke it at any time before it is voted by
filing with the Secretary either an instrument revoking the proxy or a duly
executed proxy bearing a later date. Proxies may also be revoked by any
shareholder present at the meeting who expresses a desire to vote his or her
shares in person. Proxies in the accompanying form which are properly executed
by shareholders, duly returned and not revoked will be voted. Such proxies will
be voted in accordance with the directions, if any, given by such shareholders,
and if directions are not given, will be voted in favor of the proposal to elect
the three nominees for Class III directors, in favor of the proposal to increase
the number of shares reserved for issuance under the Company's 1994 Stock
Incentive Plan and in accordance with the best judgment of the proxy holders on
any other matter that may properly come before the meeting.
This proxy statement and proxy and the accompanying notice were first
mailed to shareholders on or about January 29, 1997.
All information in this Proxy Statement has been adjusted to reflect a
two-for-one stock split of the Common Stock effected on June 24, 1996.
VOTING RIGHTS AND PRINCIPAL SHAREHOLDERS
January 8, 1997, has been fixed as the record date for the determination of
shareholders entitled to notice of and to vote at the meeting or any
adjournment(s). As of the record date, the Company had outstanding and entitled
to vote at the meeting 23,889,262 shares of Common Stock, each share being
entitled to one vote (the "Common Stock"). The holders of a majority of the
shares entitled to be voted must be present or represented by proxy to
constitute a quorum. Shares as to which authority to vote is withheld,
abstentions and broker non-votes are counted in determining whether a quorum
exists.
With regard to Proposal 1, the Company's bylaws provide that directors are
elected by the affirmative vote of the holders of a majority of the shares
entitled to notice of and to vote in the election at a meeting at which a quorum
is present. Accordingly, shares not represented at the meeting and shares with
respect to which authority to vote for one or more nominees is withheld will
have the effect of negative votes.
With regard to Proposal 2, the affirmative vote of the majority of the
shares represented and entitled to vote on the subject matter at a meeting at
which a quorum is present shall be the act of the shareholders. Therefore,
abstentions with respect to Proposal 2 will have the effect of negative votes,
whereas broker non-votes will have no effect on the results of the voting.
Guy W. Millner, Chairman of the Board of Directors of the Company,
beneficially owns, with the power to vote, approximately 40% of the outstanding
shares of Common Stock. Mr. Millner has indicated that he intends to vote in
favor of the proposal to elect as directors the nominees for Class III set forth
below, and in favor of the proposal to increase the number of shares reserved
for issuance under the Company's 1994 Stock Incentive Plan.
The following table sets forth stock ownership information concerning those
persons known by management of the Company to own beneficially more than 5% of
the Common Stock, the directors of the Company, the executive officers named in
the Summary Compensation Table set forth under the heading "Executive
Compensation" below, and all directors and executive officers as a group. All
information is given as of
<PAGE> 5
December 31, 1996. An asterisk in the Percent of Class column indicates
beneficial ownership of less than 1% of the outstanding Common Stock.
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF
NAME AND ADDRESS OF BENEFICIAL OWNER(1) BENEFICIAL OWNERSHIP(2)(3) PERCENT OF CLASS
--------------------------------------- -------------------------- ----------------
<S> <C> <C>
Guy W. Millner(4)...................................... 9,503,573(5) 40.25
MI Holdings, Inc.(6)................................... 2,252,844 9.55
C. Douglas Miller...................................... 685,749 2.87
Larry J. Bryan......................................... 381,822 1.61
Lucius E. Burch, III................................... 116,000 *
Kaaren Johnson-Street.................................. 0 *
Donald A. McMahon...................................... 32,000 *
Frank A. Metz, Jr...................................... 8,000 *
Nancy Clark Reynolds................................... 16,000 *
Carl E. Sanders........................................ 60,432(7) *
Thomas A. Vadnais...................................... 133,504 *
Eugene F. Obermeyer.................................... 225,672(8) *
Ronald T. Self......................................... 71,764 *
All current executive officers and directors as a group
(25 persons)......................................... 11,934,734 47.72
</TABLE>
- ---------------
(1) Addresses given only for beneficial owners of more than 5% of the Common
Stock.
(2) Treats Common Stock and all options exercisable within 60 days of December
31, 1996, as beneficially owned and, unless otherwise indicated, the shares
shown are solely owned by the indicated beneficial owner.
(3) Includes(i) shares of Common Stock issuable upon the exercise of stock
options exercisable within 60 days of December 31, 1996, as follows: Mr.
Miller, 286,973; Mr. Bryan, 166,565; Mr. Burch, 116,000; Ms.
Johnson-Street, 0; Mr. McMahon, 0; Mr. Metz, 6,000; Ms. Reynolds, 12,000;
Mr. Sanders, 31,332; Mr. Vadnais, 112,666; Mr. Obermeyer, 55,500; Mr. Self,
40,490; and all executive officers and directors as a group, 977,816;(ii)
shares of Common Stock issuable upon the exercise of stock purchase rights
acquired under the Company's nonqualified deferred compensation plan as
follows: Mr. Millner, 30,146; Mr. Miller, 16,312; Mr. Bryan, 28,378; Mr.
Vadnais, 722; Mr. Obermeyer, 10,744; Mr. Self, 6,784; and all executive
officers and directors as a group, 145,878; (iii) shares of Common Stock
held in the Company's profit sharing plan as follows: Mr. Millner, 89,773;
Mr. Miller, 26,808; Mr. Bryan, 3,240; Mr. Obermeyer, 14,398; and all
executive officers and directors as a group, 156,836; and(iv) shares of
Common Stock held in the Company's Employee Stock Purchase Plan as follows:
Mr. Bryan, 1,438; Mr. Vadnais, 1,544; and all executive officers and
directors as a group, 5,927.
(4) 3535 Piedmont Road, N.E., Atlanta, Georgia 30305
(5) Of the indicated shares, 2,252,844 are held by MI Holdings, Inc., a
corporation of which Mr. Millner owns a majority of the voting stock.
(6) 3108 Piedmont Road, N.E., Suite 105, Atlanta, Georgia 30305
(7) Of the indicated shares, 9,000 are indirectly held by Mr. Sanders in the
Carl E. Sanders Retirement Plan Trust, of which Mr. Sanders is trustee.
(8) Of the indicated shares, 2,500 are owned by Barbara Obermeyer, Mr.
Obermeyer's wife. Mr. Obermeyer disclaims ownership of these shares.
PROPOSAL 1. ELECTION OF DIRECTORS
NOMINEES
The Board of Directors of the Company is divided into three classes of
directors with staggered terms of office. Upon the expiration of the term of
office for a class of directors, the nominees for that class are elected for a
term of three years to serve until the election and qualification of their
successors. At the Annual
2
<PAGE> 6
Meeting of Shareholders this year, the three nominees are in Class III. The
incumbent Class I and Class II directors have two years and one year,
respectively, remaining in their terms of office.
It is the intention of the persons named as proxies to vote their proxies
for the election of Nancy Clark Reynolds, Carl E. Sanders and Thomas A. Vadnais
as Class III directors. All of the nominees currently serve as directors. In the
event any of the nominees refuses or is unable to serve as a director (which is
not anticipated), the persons named as proxies reserve full discretion to vote
for such other person or persons as may be nominated.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF THE NOMINEES
NAMED BELOW.
The following section sets forth the names, ages, occupations and
employment during the last five years of each of the nominees and the directors
continuing in Class I and Class II, the period during which each has served as a
director of the Company and other directorships held, all as of December 10,
1996.
NOMINEES FOR CLASS III
(TERM EXPIRING 2000)
NANCY CLARK REYNOLDS
Director since 1989 Age: 69
Ms. Reynolds was the Vice Chairman of the consulting firm of Wexler,
Reynolds, Fuller, Harrison and Schule, Inc. from 1989 until she retired in 1993
and President of the same firm from 1983 to 1989. She serves as a director of
Sears, Roebuck & Company, Allstate Insurance Company, and Wackenhut Corporation.
CARL E. SANDERS
Director since 1989 Age: 71
Mr. Sanders is the Chairman of the law firm of Troutman Sanders, Atlanta,
Georgia. Prior to 1995, Mr. Sanders served as Chief Partner of Troutman Sanders
for more than five years. He serves as a director of Carmike Cinemas, Inc., The
Actava Group, Inc., Matria Healthcare, Inc., Healthdyne Information Enterprises,
and Roadmaster Industries, Inc.
THOMAS A. VADNAIS
Director since 1994 Age: 49
Mr. Vadnais is Vice President -- National Service Management of the
Company, and is also the President and Chief Operating Officer of Tascor
Incorporated, a subsidiary of the Company. From September 1992, until October
31, 1993, he served as Vice President -- General Manager, Tascor Incorporated,
when he was elected President and Chief Operating Officer. Prior to September
1992, Mr. Vadnais was a Vice President of Operations for the national
distribution division of International Business Machines Corporation, where he
was employed for 24 years.
MEMBERS OF THE BOARD OF DIRECTORS CONTINUING IN OFFICE
CLASS II
(TERM EXPIRING 1998)
GUY W. MILLNER
Director since 1961 Age: 60
Mr. Millner is Chairman of the Board of the Company and has served as
Chairman since the Company was founded. From November 1983 until October 15,
1993, Mr. Millner served as President and Chief Executive Officer of the
Company.
3
<PAGE> 7
LARRY J. BRYAN
Director since 1985 Age: 53
Mr. Bryan is and has been Executive Vice President of the Company since
1985. Mr. Bryan also served as Chief Financial Officer of the Company from 1985
until October 1995.
KAAREN JOHNSON-STREET
Director since 1996 Age: 50
Ms. Johnson-Street is the President of Kaaren Street Associates. She was
Vice President of Diversity Business Enterprise of Burger King Corporation from
1994 to May 1996. From 1991 to 1994, she was President and Chief Executive
Officer of the Private Industry Council of Dade County d/b/a Jobs for Miami.
FRANK A. METZ, JR.
Director since 1993 Age: 63
Mr. Metz is Chairman of Roosevelt Hospital in New York City. From 1989
until January 1993, Mr. Metz was Senior Vice President and Chief Financial
Officer of International Business Machines Corporation where he worked for 38
years. Mr. Metz is a director of Monsanto Company and Allegheny Power Systems
Company.
CLASS I
(TERM EXPIRING 1999)
LUCIUS E. BURCH, III
Director since 1982 Age: 55
Mr. Burch has been Chairman of the investment firm of Massey Burch
Investment Group, Inc. for more than five years. Mr. Burch is also a director of
QMS, Inc., Surgical Care Affiliates, Inc., Physicians Resource Group, Inc., and
Titan Holdings, Inc.
DONALD A. MCMAHON
Director since 1984 Age: 65
Mr. McMahon has been a private investor for more than five years and
currently serves on the Board of Directors of Intelligent Systems Corp.
C. DOUGLAS MILLER
Director since 1984 Age: 55
Mr. Miller is and has been Chief Executive Officer and President of the
Company since October 15, 1993. He joined Norrell Services, Inc., a subsidiary
of the Company, in 1979, and served as President and Chief Operating Officer of
the Company immediately prior to his election as President and Chief Executive
Officer. Mr. Miller is a director of American Business Products, Inc.
MEETINGS AND COMMITTEES
During the past fiscal year, the Board of Directors has met six (6) times.
The executive committee consists of Messrs. Miller, Bryan, Metz, Millner,
and Sanders and did not meet during the past fiscal year. The executive
committee functions with substantially all of the powers and duties of the Board
of Directors; however, the committee lacks authority to amend the Articles of
Incorporation or Bylaws of the Company, fill vacancies on the Board of
Directors, approve or propose to shareholders action for which shareholder
approval is required by law or approve mergers that do not require shareholder
approval. The Board of Directors does not have a nominating committee. No formal
procedure for shareholder recommendations regarding nominees to the Board of
Directors has been adopted. The executive committee
4
<PAGE> 8
would consider any such shareholder recommendations if submitted in writing,
addressed to the chairman of the executive committee at the Company's principal
administrative offices.
The audit committee consists of Mr. Burch, Ms. Johnson-Street, Mr. Metz,
and Ms. Reynolds. The audit committee met one (1) time during the past fiscal
year. The audit committee is responsible for reviewing the financial statements
of the Company, for evaluating the Company's internal control systems and
procedures, for coordinating and approving the activities of the Company's
external auditors, and for coordinating and approving the activities of the
Company's internal auditors.
The compensation and stock option committee consists of Ms. Johnson-Street,
Mr. McMahon, Ms. Reynolds, and Mr. Sanders, and met two (2) times during the
past fiscal year. This committee is responsible for setting and reviewing the
compensation, including fringe benefits, of the executive officers and directors
of the Company and administering the Company's stock option and benefit plans.
DIRECTOR COMPENSATION
During fiscal 1996, nonmanagement directors other than Mr. Burch received
fees of $18,000, plus a fee of $1,000 for each board meeting and committee
meeting attended. Pursuant to the terms of a 1981 agreement, the Company paid a
consulting fee to Massey Burch Investment Group, Inc. of approximately $2,670
per month during fiscal 1996, and Mr. Burch did not receive any director's fees
for fiscal 1996. The Company paid ordinary and necessary travel expenses for
directors to attend board and committee meetings. Directors may elect to receive
Common Stock in lieu of cash director fees. Such Common Stock is issued at the
current fair market value. Directors are also eligible to receive non-qualified
stock options which are generally exercisable ratably over four or five years at
a price equal to the fair market value of the Common Stock on the date of grant.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and certain officers and persons who own beneficially more than 10% of
a registered class of the Company's equity securities to file with the
Securities and Exchange Commission (the "SEC") initial reports of ownership and
reports of changes in ownership of Common Stock and other equity securities of
the Company. Certain officers, directors and greater than 10% shareholders are
required by SEC regulations to furnish the Company with copies of all such forms
they file.
To the Company's knowledge, based solely on a review of the copies of such
reports furnished to the Company and written representations that no other
reports were required, its officers, directors, and greater than 10%
shareholders complied during fiscal 1996 with all applicable Section 16(a)
filing requirements, except as follows: the initial Form 3 for Ms.
Johnson-Street was filed late, and no transaction was involved; Mr. Vadnais
filed Form 4 late for two transactions; and Mr. Millner, Mr. Miller, and Mr.
Bryan each filed Form 4 late for one transaction.
5
<PAGE> 9
EXECUTIVE COMPENSATION
This table discloses the compensation awarded or paid to, or earned by, the
Company's Chief Executive Officer and its four other most highly compensated
executive officers with respect to the 1996, 1995 and 1994 fiscal years
(together, these persons are sometimes referred to as the "Named Executives").
The Company has no outstanding stock appreciation rights ("SARs") and granted no
SARs during fiscal 1996.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG-TERM
-------------------------------- COMPENSATION
OTHER ANNUAL ------------ ALL OTHER
FISCAL SALARY BONUS COMPENSATION OPTIONS/SARS COMPENSATION
NAME AND POSITION YEAR ($) ($) (1) ($) (2) (#) ($) (3)
- ----------------- ------ ------- ------- ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
C. Douglas Miller................ 1996 482,698 550,000 59,338 174,000 31,117
President and Chief 1995 404,917 450,000 -- 250,000 28,166
Executive Officer 1994 352,251 380,000 -- 66,666 16,867
Larry J. Bryan................... 1996 324,511 375,000 -- 74,000 12,966
Executive Vice President 1995 263,490 300,000 -- 150,000 17,407
1994 220,400 260,550 -- 66,666 10,977
Thomas A. Vadnais................ 1996 247,404 200,000 -- 0 13,391
Vice President, National 1995 236,291 179,875 -- 40,000 13,310
Service Management, and 1994 235,000 135,125 -- 66,666 3,914
President and Chief Operating
Officer, Tascor Incorporated
Eugene F. Obermeyer.............. 1996 222,115 215,000 -- 0 12,978
Vice President, and President, 1995 200,458 150,101 -- 50,000 11,503
Franchise Division, Norrell 1994 179,167 126,500 -- 40,000 6,695
Services, Inc.
Ronald T. Self................... 1996 190,385 177,152 -- 10,218 14,694
Senior Vice President and 1995 163,622 164,656 -- 64,896 15,331
General Manager, Metro 1994 148,300 97,164 -- 14,886 10,600
Division, Norrell Services,
Inc.
</TABLE>
- ---------------
(1) For fiscal 1994, includes supplemental cash bonuses paid under the terms of
the Company's Management Equity Plan as follows: Mr. Miller, $30,000; Mr.
Bryan, $14,775; Mr. Vadnais, $17,625; Mr. Obermeyer, $16,500; and Mr. Self,
$7,164. In addition, during fiscal 1994 but prior to the inception of the
Management Equity Plan, Mr. Bryan received a cash supplemental bonus in
fiscal 1994 of $25,375 related to the purchase of Common Stock. For fiscal
1995, includes supplemental cash bonuses paid under the terms of the
Company's Management Equity Plan as follows: Mr. Vadnais, $12,375; Mr.
Obermeyer, $1,500; and Mr. Self, $6,986. For fiscal 1996, includes
supplemental cash bonuses paid under the terms of the Company's Management
Equity Plan as follows: Mr. Self, $3,850. See "Stock Plans -- Management
Equity Plan" below.
(2) Includes $39,617 paid for membership dues for Mr. Miller in fiscal 1996.
Perquisites and other personal benefits, securities, or property in an
aggregate amount less than the lesser of (a) $50,000, and (b) 10% of the
Named Executive's total annual salary and bonus are not reflected in this
table.
(3) The amounts in this column represent (i) the Company's matching
contributions and discretionary profit sharing allocations to the
nonqualified deferred compensation plan accounts of the Named Executives,
and (ii) $725, $825, and $829 in premium payments made by the Company for
life insurance for Mr. Miller in fiscal 1994, fiscal 1995, and fiscal 1996,
respectively.
This table presents information regarding options granted during the 1996
fiscal year to purchase shares of the Company's Common Stock. In accordance with
rules of the SEC, the table shows the hypothetical "gains" or "option spreads"
that would exist for the respective options based on assumed rates of annual
6
<PAGE> 10
compound stock price appreciation of 5% and 10% from the date the options were
granted over the full option term. There were no SARs outstanding during fiscal
1996.
OPTION GRANTS IN FISCAL 1996
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
- ------------------------------------------------------------------------------------- POTENTIAL REALIZABLE
% OF TOTAL VALUE AT ASSUMED
NUMBER OF OPTIONS ANNUAL RATES OF
SECURITIES GRANTED STOCK PRICE
UNDERLYING TO APPRECIATION FOR
OPTIONS EMPLOYEES OPTION TERM
GRANTED IN EXERCISE EXPIRATION ---------------------
NAME (#)(1) FISCAL YEAR PRICE($/SH) DATE 5%($) 10%($)
- -------------------------------- ---------- ----------- ----------- ---------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
C. Douglas Miller............... 174,000 38.01 24.00 06/27/06 2,626,264 6,655,468
Larry J. Bryan.................. 74,000 16.16 24.00 06/27/06 1,116,917 2,830,487
Thomas A. Vadnais............... -- -- -- -- -- --
Eugene F. Obermeyer............. -- -- -- -- -- --
Ronald T. Self.................. 1,662 0.36 14.5625 01/16/06 15,221 38,573
8,556 1.86 18.50 04/16/06 99,545 252,267
</TABLE>
- ---------------
(1) The indicated options were granted pursuant to the Company's 1994 Stock
Incentive Plan at exercise prices equal to the fair market value of the
underlying shares of Common Stock on the date of the grant and have a term
of 10 years from the date of the grant. The exercise price of the options
may be paid in cash or by delivery of or withholding of shares of Common
Stock. Excluding those options granted to Mr. Self, the indicated options
become exercisable in equal annual increments over a period of five years.
The options granted to Mr. Self were granted upon achievement of stock
acquisition targets established under the Company's Management Equity Plan
(see "Executive Compensation -- Management Equity Plan" below) and these
options become exercisable in equal annual increments over a period of four
years unless accelerated by virtue of the Company's attainment of certain
targeted stock prices.
This table presents information regarding options exercised for shares of
the Company's Common Stock during fiscal 1996 and the value of unexercised
options held at October 27, 1996. There were no SARs outstanding during fiscal
1996.
AGGREGATED OPTION EXERCISES IN FISCAL 1996 AND 1996 FISCAL YEAR-END OPTION VALUE
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES
UNDERLYING
UNEXERCISED VALUE OF UNEXERCISED
OPTIONS IN-THE-MONEY OPTIONS
SHARES AT FY-END (#) AT FY-END ($)(1)
ACQUIRED VALUE ---------------- --------------------
ON EXERCISE REALIZED EXERCISABLE/ EXERCISABLE/
NAME (#) ($) UNEXERCISABLE UNEXERCISABLE
---- ----------- --------- ---------------- --------------------
<S> <C> <C> <C> <C> <C> <C>
C. Douglas Miller................. 26,666 285,459 331,467/ 492,181 7,434,482/ 6,639,570
Larry J. Bryan.................... 59,226 1,070,849 245,926/ 194,000 5,641,451/ 2,126,000
Thomas A. Vadnais................. -- -- 110,666/ 56,000 2,381,936/ 1,061,300
Eugene F. Obermeyer............... -- -- 58,000/ 40,000 1,192,140/ 610,000
Ronald T. Self.................... 13,536 147,468 37,658/ 48,806 575,598/ 789,980
</TABLE>
- ---------------
(1) Value of unexercised, in-the-money options at October 27, 1996, is the sum
of the value of each option, if more than one, calculated as follows: [(per
share closing sale price on October 25, 1996) less (per share exercise price)]
X number of shares subject to unexercised options. The per share closing sale
price reported by the New York Stock Exchange ("NYSE") on October 25, 1996,
was $28.00. The closing sale price for October 25, 1996, was used in this
calculation because the Company's fiscal year ended on Sunday, October 27,
1996.
7
<PAGE> 11
EXECUTIVE OFFICER EMPLOYMENT ARRANGEMENTS
The Company has entered into an employment agreement with C. Douglas
Miller, effective October 15, 1993, which provides for his employment as
President and Chief Executive Officer of the Company until terminated by two
weeks notice from either party to the other. The employment agreement provides
for (i) an annual base salary of $550,000 agreed to by the Company and Mr.
Miller, subject to periodic adjustment by agreement between Mr. Miller and the
Company; (ii) an annual bonus not to exceed 100% of salary based on the extent
of achievement of the Company's pretax profit plan presented to the Board of
Directors for the year; and (iii) 24 months severance and immediate vesting of
options if terminated by the Company other than for cause, or by the employee
upon change in terms and conditions of employment following a change in control
of the Company. The employment agreement contains a two-year non-competition
provision and two-year non-solicitation of employees and customers provisions,
each beginning the date Mr. Miller is no longer an employee of the Company.
The Company has entered into an employment agreement with Larry J. Bryan
effective May 24, 1993, which provides for his employment as Executive Vice
President of the Company until terminated by ninety days notice by either party
to the other. The employment agreement provides for: (i) a salary and bonus
agreed to by the Company and Mr. Bryan, subject to adjustment from time to time
by mutual agreement; and (ii) 18 months severance and immediate vesting of
options if terminated by the Company other than for cause or by the employee
upon change in terms and conditions of employment following a change in control
of the Company. Mr. Bryan's current salary is $375,000. The employment agreement
contains an 18-month non-competition provision and 18-month non-solicitation of
employees and customers provisions, each beginning the date Mr. Bryan is no
longer an employee of the Company.
Norrell Services, Inc. ("Norrell Services"), a wholly-owned subsidiary of
the Company, has entered into an employment agreement with Eugene F. Obermeyer
effective August 1, 1993, which provides for his employment as President and
Chief Operating Officer, Franchise Division, until terminated by either party on
two weeks notice. The employment agreement provides for: (i) a salary and bonus
as agreed to by Norrell Services and Mr. Obermeyer, subject to adjustment from
time to time by mutual agreement; and (ii) severance in accordance with the
severance policy of Norrell Services in effect at the time of termination. Mr.
Obermeyer's current salary is $225,000. The employment agreement contains a
one-year non-competition provision and one-year non-solicitation of employees
and customers provisions, each beginning the date Mr. Obermeyer is no longer an
employee of Norrell Services.
Tascor Incorporated ("Tascor"), a wholly-owned subsidiary of the Company,
has entered into an employment agreement with Thomas A. Vadnais effective March
1, 1993, which provides for his employment as President and Chief Operating
Officer of Tascor until terminated by either party on two weeks notice. The
employment agreement provides for: (i) a salary and bonus as agreed to by Tascor
and Mr. Vadnais, subject to adjustment from time to time by mutual agreement;
and (ii) severance in accordance with Tascor's severance policy in effect at the
time of termination. Mr. Vadnais's current salary is $250,000. The employment
agreement contains a one-year non-competition provision and one-year
non-solicitation of employees and customers provisions, each beginning the date
Mr. Vadnais is no longer an employee of Tascor.
Norrell Services has entered into an employment agreement with Ronald T.
Self effective February 15, 1996, which provides for his employment as Senior
Vice President of the Metro Division, until terminated by either party on two
weeks notice. The employment agreement provides for: (i) a salary and bonus as
agreed to by Norrell Services and Mr. Self, subject to adjustment from time to
time by mutual agreement; and (ii) severance in accordance with the severance
policy of Norrell Services in effect at the time of termination. Mr. Self's
current salary is $195,000. The employment agreement contains a one-year
non-competition provision and one-year non-solicitation of employees and
customers provisions, each beginning the date Mr. Self is no longer an employee
of Norrell Services.
MANAGEMENT EQUITY PLAN
The Company had an executive equity ownership incentive program (the
"Management Equity Plan"), which expired on December 31, 1996, that was designed
to encourage members of senior management who
8
<PAGE> 12
are designated as participants in the plan to increase their equity ownership in
the Company. Under the Management Equity Plan, the Company established stock
acquisition targets that may be achieved through open market purchases of shares
of Common Stock, purchases of shares from the Company at fair market value under
the Management Equity Plan or otherwise, upon the exercise of stock options, or
through contributions to employee benefit plans which are allocated to the
purchase of Common Stock. A participant in the Management Equity Plan was
granted stock options under the 1994 Stock Incentive Plan to purchase up to a
specified number of shares of Common Stock based upon the percentage achievement
of the stock acquisition target established under the Management Equity Plan for
such participant. Under the Management Equity Plan, the Company could make loans
to participants (secured by the stock purchased) to enable them to purchase
stock to achieve annual stock acquisition targets. Stock options granted in
connection with the Management Equity Plan vest ratably over four years, expire
10 years after the date of grant, and contain terms accelerating the vesting of
such options upon predetermined increases in the market value of the Common
Stock. Participants who met their annual stock acquisition targets were paid a
supplemental cash bonus equal to the lesser of 15% of the purchase price of the
shares acquired to meet their target or 15% of the participant's annual bonus.
Stock options granted in connection with the Management Equity Plan were issued
under the Company's 1994 Stock Incentive Plan.
CERTAIN RETIREMENT BENEFITS
The Company has a nonqualified salary continuation plan (the "Vision
Plan"), which is designed to provide retirement benefits to certain selected
executive employees. At the time of selection to become a participant, the
individual is placed into one of three participation levels. The annual amount
of such individual's retirement benefit, depending upon participation level, is
an amount determined in one of the following three ways: (i) 20% of such
individual's average annual compensation based on the five consecutive calendar
years after becoming a Vision Plan participant during which the individual's
compensation is highest; (ii) 20% of such individual's average annual
compensation for the first five calendar years of plan participation; or (iii)
the greater of (A) 20% of such individual's average annual compensation for the
first five calendar years of plan participation, or (B) 1% of such individual's
average annual compensation for the five consecutive calendar years of plan
participation during which compensation is highest, multiplied by actual years
of participation in the plan, to a maximum of 20 years or the end of the year in
which the individual attains age 62, whichever comes first. Employees entering
the Vision Plan after January 1, 1997, will only receive a benefit calculated
according to clause (B) of item (iii) above. Benefits vest commencing after six
years of service and become fully vested after 10 years of service. Benefits
will be paid for 15 years beginning on the later of age 62 or termination of
employment. The estimated annual benefits payable to the Named Executives,
assuming retirement at age 62, are as follows: C. Douglas Miller, $118,742;
Larry J. Bryan, $81,259; Eugene F. Obermeyer, $53,981; and Thomas A. Vadnais,
$77,263. Mr. Self did not meet the age requirement for plan eligibility during
fiscal 1996.
COMPENSATION COMMITTEE REPORT
The Compensation Committee of the Board of Directors of the Company has
prepared the following report on executive compensation. This report describes
the Company's current executive compensation program, including the underlying
philosophy of the program and the criteria on which executive compensation was
based. This report also discusses in detail the compensation paid to the
Company's President and Chief Executive Officer, C. Douglas Miller, during the
most recent fiscal year.
The Compensation Committee of the Company's Board of Directors (the
"Committee") consists of four directors who are neither employees nor officers
of the Company. The Committee reviews the Company's executive compensation
program and policies each year and determines the compensation of the executive
officers. The Committee's determinations are reviewed with and approved by all
of the Company's non-employee directors, who constitute a majority of the Board.
The Committee's policy regarding compensation of the Company's officers is
to provide generally competitive salary levels and compensation incentives that
attract and retain individuals of outstanding ability,
9
<PAGE> 13
that recognize individual performance and the performance of the Company
relative to the performance of other companies of comparable size and quality,
and that support the Company's primary goal of increasing shareholder value.
The executive compensation program includes three components which, taken
together, constitute a flexible and balanced method of establishing total
compensation for management. These components are base salary, short-term
incentive awards in the form of cash bonuses and long-term incentive awards in
the form of stock option grants, each of which is discussed in more detail
below.
BASE SALARIES
The Committee annually reviews various publicly available studies by
compensation consulting firms and public information from other sources
regarding compensation levels for publicly-held companies of similar size
located in the Southeast and elsewhere in the United States. The Committee
establishes the salaries of the Named Executives and, upon a review of the
recommendations of the Company's Named Executives, approves the salaries of
other executive officers. Individual salaries are determined by the Committee's
assessment of the individual's experience level, the scope and complexity of the
position held and the range of salaries for similar positions in publicly-held
companies of similar size. While the Committee does not target executive
officers' salaries at any particular point in the range of salaries paid by the
companies used for comparative purposes, the 1996 salary levels for the
Company's executive officers generally correspond to the middle of the
comparative range. The Committee believes that publicly-held companies of
similar size represent the Company's competitors for executive talent and that a
review of the compensation practices of such companies is more relevant than a
review of the compensation practices of companies of various sizes in the
temporary services or staffing industry.
SHORT-TERM INCENTIVE PROGRAM
The goal of the short-term incentive, or discretionary bonus, program is to
place a portion of the executive officers' total cash compensation at risk in
order to encourage and reward a continued high level of performance each year,
and to further encourage a continued high level of performance in future years.
Individual incentive amounts are determined by the Committee in its discretion
based primarily upon its assessment of the performance of the Company relative
to the Company's plan, which is developed annually by the Company and approved
by the Board of Directors and, to a lesser extent, the performance of the
Company relative to the performance of other companies in the temporary services
or staffing industry and the individual's organizational responsibility and
personal performance. In evaluating the Company's performance relative to the
approved plan, the Committee considers such factors as sales growth, return on
equity, return on assets, stock performance, total shareholder return, growth in
earnings per share and specifically pretax earnings of the Company. No specific
weight is assigned to any of such performance factors; however, specific target
levels varying from 80% to 120% of the approved plan with respect to pretax
earnings, if attained, will result in a bonus award under the program. In fiscal
1996, cash bonuses for all executive officers were paid annually.
LONG-TERM INCENTIVE PROGRAM
Stock options are the primary basis for the Company's long-term incentive
program. The Committee periodically grants stock options at no less than fair
market value at the date of grant with a vesting period of one to five years.
The option program is designed to link officer compensation to long-term
shareholder value and focus management attention on long-term Company
performance. Stock options are also granted to encourage and facilitate personal
stock ownership by the executive officers and thus strengthen both their
personal commitment to the Company and their longer term perspective. The size
of the grants is based on individual levels of responsibility and the potential
for the officers to contribute to the future success of the Company. The number
of options granted to individual officers was subjectively determined by the
Committee without regard to the number of options previously granted. The
Committee believes the total compensation of officers, including the value of
options at the date of grant, is competitive with total compensation paid by
10
<PAGE> 14
other major corporations. The amount of any gain that officers ultimately
realize from incentive options depends solely on the future performance of the
Company's Common Stock.
The Committee believes that the three components of compensation described
above provide total compensation that is competitive with the total compensation
paid by other publicly-held companies of similar size, effectively links officer
and shareholder interests through equity-based plans and provides incentives
that are consistent with the long-term increase in value of the Company as
reflected in its per share market price.
CHIEF EXECUTIVE OFFICER COMPENSATION
The Committee believes that Mr. C. Douglas Miller's compensation as Chief
Executive Officer appropriately reflects individual and Company performance in
the short and long term. In determining Mr. Miller's base salary, bonus and
stock option grant for fiscal 1996, the Company considered both the Company's
overall performance and Mr. Miller's individual performance using the same
criteria as it used for the other Named Executives as described above. It also
considered the compensation received by chief executive officers of other
publicly-held companies of similar size, as well as incentive levels considered
appropriate by the Committee, in establishing Mr. Miller's total compensation.
The options granted Mr. Miller in fiscal 1996 are shown in the table entitled
"Option Grants in Fiscal 1996" and reflect his individual performance, and the
Committee's view of the continuing importance of his role in determining the
future success of the Company.
DEDUCTIBILITY OF EXECUTIVE COMPENSATION
Section 162(m) of the Internal Revenue Code of 1986, as amended (the
"Code"), limits the amount of individual compensation for certain executives
that may be deducted by the employer for federal tax purposes in any one fiscal
year to $1 million unless such compensation is "performance-based." The
determination of whether compensation is performance-based depends upon a number
of factors, including shareholder approval of the plan under which the
compensation is paid, the exercise price at which options or similar awards are
granted, the disclosure to and approval by the shareholders of applicable
performance standards, the composition of the Committee, and certification by
the Committee that performance standards were satisfied. While it is possible
for the Company to compensate or make awards under incentive plans and otherwise
that do not qualify as performance-based compensation deductible under Section
162(m), the Committee, in structuring compensation programs for its top
executive officers, intends to give strong consideration to the deductibility of
awards.
Submitted by the Compensation Committee of the Company's Board of
Directors:
Kaaren Johnson-Street
Donald A. McMahon
Nancy Clark Reynolds
Carl E. Sanders, Chairman
11
<PAGE> 15
PERFORMANCE GRAPH
The following graph indicates the Company's cumulative total return to
shareholders from July 26, 1994 (the first trading day of the Company's Common
Stock), through October 25, 1996 (the last business day prior to the Company's
fiscal year end), as compared to cumulative total returns for the NYSE Stock
Market Index and a group of peers made up of the following public companies:
Kelly Services, Inc., Manpower Inc., The Olsten Corporation and Interim
Services, Inc.
COMPARISON OF CUMULATIVE TOTAL RETURN*
FOR THE YEAR ENDED OCTOBER 27, 1996
<TABLE>
<CAPTION>
NYSE STOCK
MEASUREMENT PERIOD NORRELL MARKET (US
(FISCAL YEAR COVERED) CORPORATION COMPANIES) PEER INDEX
<S> <C> <C> <C>
7/26/94 100.0 100.0 100.0
10/28/94 127.0 104.3 111.9
10/27/95 210.8 128.8 108.9
10/25/96 394.5 158.1 116.1
</TABLE>
* Assumes $100 invested on July 26, 1994, in Norrell Corporation Common Stock,
the NYSE Stock Market Index, and the peer group.
CERTAIN TRANSACTIONS AND RELATIONSHIPS
The Company has made loans under the Management Equity Plan from time to
time to certain of the Named Executives to assist those individuals in
purchasing shares of Common Stock. Such indebtedness was evidenced by promissory
notes bearing interest at a specified prime rate on the principal amount
thereof. The largest outstanding amount of such loan to Larry J. Bryan,
Executive Vice President and a member of the Board of Directors of the Company,
during fiscal 1996 was $60,004, and as of December 31, 1996, such loan had been
repaid in full. See "Executive Compensation -- Management Equity Plan" above.
12
<PAGE> 16
PROPOSAL 2. APPROVAL OF AMENDMENT TO THE NORRELL CORPORATION
1994 STOCK INCENTIVE PLAN
The Board of Directors has authorized an amendment to the Norrell
Corporation 1994 Stock Incentive Plan (the "Incentive Plan"). The sole effect of
the amendment is to increase the number of shares of stock reserved for issuance
under the Incentive Plan by an additional 590,000 shares. The following is a
description of the Incentive Plan, as proposed to be amended.
The Incentive Plan provides for equity-based incentives, in the form of
nonqualified stock options, incentive stock options, shares of restricted stock,
unrestricted bonus stock, performance units, phantom stock, stock appreciation
rights ("SARs") and dividend equivalent rights. The Incentive Plan gives the
Company flexibility in structuring equity-based incentive compensation by
providing for a broad range of types of incentive awards that may be made. The
Board of Directors believes that a flexible plan is needed to fashion
equity-based incentives consistent with the Company's philosophy of linking
executive compensation to total shareholder return and the long-term financial
performance of the Company.
The Incentive Plan is administered by a committee of disinterested
directors who determine the persons to whom, and the times at which, awards will
be granted, the type of awards to be granted, and all other related terms and
conditions of each award. Officers, key employees, consultants and directors of
the Company and its affiliates are eligible to participate in the Incentive
Plan. The Company estimates that approximately 160 persons are currently
eligible to participate in the Incentive Plan.
The terms and conditions of each award under the Incentive Plan are set
forth in a written agreement with a participant or a written program established
by the committee. The per share exercise price of any nonqualified stock option
is determined by the committee. The per share exercise price of any incentive
stock option may not be less than the fair market value of a share of Common
Stock at the time of grant. No incentive stock option may be granted on or after
the tenth anniversary of the date the Incentive Plan was approved by the Board
of Directors. The committee determines whether SARs, performance units, dividend
equivalent rights and phantom stock awards will be settled in cash or in shares
of Common Stock valued at fair value on the date of payment. The committee also
is authorized to accelerate the vesting, exercisability and settlement of awards
and to permit the exercise price of an option to be paid in cash or by the
delivery of or withholding of shares.
The Board of Directors may amend or terminate the Incentive Plan without
the approval of the shareholders, but may condition any amendment on shareholder
approval if the Board of Directors believes it is necessary or advisable under
applicable tax or securities laws. No termination or amendment of the Incentive
Plan without the consent of the holder of an award shall adversely affect the
rights of that participant.
Upon approval by the shareholders of this Proposal 2, a total of 2,990,000
shares of Common Stock (including the additional 590,000 shares) will be
reserved for issuance pursuant to the Incentive Plan. The number of shares of
Common Stock reserved under the Incentive Plan is subject to adjustment in the
event of stock dividends, stock splits, recapitalizations and similar events. As
of January 8, 1997, options to purchase 2,415,956 shares of Common Stock were
outstanding under the Incentive Plan and 310,293 shares of Common Stock were
previously issued upon the exercise of options granted or stock awards made
under the Incentive Plan. To the extent required by Section 162(m) of the Code
and regulations thereunder for compensation to be treated as qualified
performance-based compensation, the maximum number of shares of Common Stock
with respect to which options or SARs may be granted during any one year period
to any employee may not exceed 100,000.
As of January 8, 1997, no grants or awards other than grants of options
were made under the Incentive Plan. No person other than a Named Executive
received 5% or more of the options granted in fiscal 1996 under the Incentive
Plan. The following table sets forth information concerning options granted
since
13
<PAGE> 17
inception through January 8, 1997, under the Incentive Plan, including options
which have been exercised, to each Named Executive and the groups identified
below.
<TABLE>
<CAPTION>
NAME OF PERSON OR GROUP OPTIONS GRANTED
----------------------- ---------------
<S> <C>
C. Douglas Miller........................................... 490,666
Larry J. Bryan.............................................. 290,666
Thomas A. Vadnais........................................... 126,666
Eugene F. Obermeyer......................................... 105,000
Ronald T. Self.............................................. 105,000
All current executive officers.............................. 1,696,994
All current directors who are not executive officers........ 0
All employees, including all current officers who are not
executive officers........................................ 1,130,716
</TABLE>
The closing sales price per share of the Common Stock on January 8, 1997,
as reported by the New York Stock Exchange, was $28.75.
A participant will not recognize income for federal income tax purposes
upon the grant of an option or at any time prior to the exercise of the option.
At the time a participant exercises a nonqualified option, he or she will
recognize compensation taxable as ordinary income in an amount equal to the
excess of the fair market value of the Common Stock on the date the option is
exercised over the price paid for the Common Stock, and the Company will then be
entitled to a corresponding deduction.
A participant who exercises an incentive stock option will not be taxed at
the time the participant exercises the option or a portion thereof. Instead, the
participant will be taxed at the time he or she sells the Common Stock purchased
pursuant to the option. The participant will be taxed on the excess amount for
which the participant sells the stock over the price the participant had paid
for the stock. If the participant sells the stock after two years from the date
of grant of the option and one year from the date the stock is transferred to
the participant, the gain will be capital gain and the Company will not get a
corresponding deduction. If the participant sells the stock at a gain prior to
that time, the difference between (i) the lesser of the fair market value on the
date of exercise and the amount for which the stock is sold, and (ii) the amount
the participant paid for the stock will be taxed as ordinary income and the
Company will be entitled to a corresponding deduction. The balance, if any, of
the gain will be treated as capital gain. If the participant sells the stock for
less than the amount he or she paid for the stock prior to the one or two year
periods indicated above, no amount will be taxed as ordinary income and the loss
will be treated as a capital loss. Exercise of an incentive option may subject a
participant to, or increase a participant's liability for, the federal
alternative minimum income tax.
A participant generally will not recognize income upon the grant of a SAR,
dividend equivalent right, performance units or phantom share. At the time a
participant receives payment under any such award, he or she generally will
recognize compensation taxable as ordinary income in an amount equal to the cash
or the fair market value of the Common Stock received, and the Company will then
be entitled to a corresponding deduction.
A participant will not be taxed upon the grant of a stock award if such
award is not transferable by the participant or is subject to a "substantial
risk of forfeiture," as defined in the Internal Revenue Code of 1986, as amended
(the "Internal Revenue Code"). However, when the shares of Common Stock that are
subject to the stock award are transferable by the participant or are no longer
subject to a substantial risk of forfeiture (whichever occurs first), the
participant will recognize compensation taxable as ordinary income in an amount
equal to the fair market value of the stock subject to the stock award, less any
amount paid for such stock, and the Company will then be entitled to a
corresponding deduction.
The Incentive Plan is not qualified under Section 401(a) of the Internal
Revenue Code.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR THE
PROPOSAL TO APPROVE THE AMENDMENT TO THE NORRELL CORPORATION 1994 STOCK
INCENTIVE PLAN.
14
<PAGE> 18
AUDITORS
The firm of Arthur Andersen LLP has served as the Company's independent
public accountants since 1985 and the Board of Directors intends to reappoint
this firm for fiscal 1997. The appointment of auditors is a matter of
determination by the Board of Directors and is not being submitted to the
shareholders for approval or ratification. A representative of this firm is
expected to attend the meeting to respond to questions from shareholders and to
make a statement if he or she so desires.
SHAREHOLDER PROPOSALS
Any proposals from shareholders to be considered for presentation at the
1998 Annual Meeting of Shareholders and inclusion in the Company's 1998 proxy
materials must be received at the principal executive offices of the Company,
3535 Piedmont Road, N.E., Bldg. 14, Atlanta, Georgia 30305, not later than
October 1, 1997.
Management does not know of any other matters to be presented at the
meeting for action by shareholders. However, if any other matters requiring a
vote of the shareholders arise at the meeting or any adjournment(s), votes will
be cast pursuant to the proxies with respect to such matters in accordance with
the best judgment of the persons acting under the proxies.
The Company will pay the cost of soliciting proxies in the accompanying
form. In addition to solicitation by use of the mails, certain officers and
regular employees of the Company may solicit the return of proxies by telephone,
telegram or personal interview. The Company may request brokerage houses and
custodians, nominees and fiduciaries to forward soliciting material to their
principals, the beneficial owners of Common Stock, and will reimburse them for
their reasonable out-of-pocket expenses.
ANNUAL REPORT
The Annual Report (which is not part of the proxy soliciting material) of
the Company for fiscal 1996 is being mailed to the Company's shareholders with
this proxy statement.
MARK H. HAIN
Secretary
Atlanta, Georgia
January 29, 1997
15
<PAGE> 19
APPENDIX A
AMENDMENT TO NORRELL CORPORATION
1994 STOCK INCENTIVE PLAN
The first sentence of Section 2.2 of the Plan is amended in its entirety to
read as follows:
"Subject to adjustment in accordance with Section 5.2, 2,990,000
shares of stock (after giving effect to the one-for-three reverse stock
split in June 1994 and the two-for-one stock split in June 1996) (the
"Maximum Plan Shares") are hereby reserved exclusively for issuance
pursuant to Options."
<PAGE> 20
[NORRELL CORPORATION LOGO]
<PAGE> 21
APPENDIX
NORRELL CORPORATION
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE 1997 ANNUAL MEETING OF STOCKHOLDERS
The undersigned hereby appoints C. Douglas Miller, Larry J. Bryan and Mark
H. Hain or either of them, with power of substitution to each, the proxies of
the undersigned to vote the Common Stock of the undersigned at the Annual
Meeting of Stockholders of NORRELL CORPORATION, to be held Tuesday, March 4,
1997, at 9:30 a.m. in the "C" level auditorium of the administrative offices of
the Company at 3535 Piedmont Road, N.E., Atlanta, Georgia 30305, and any
adjournment thereof:
1. To elect three (3) Class III directors for a term of three years and until
their successors are elected and have qualified.
<TABLE>
<S> <C>
[ ] FOR all nominees listed below (except as [ ] WITHHOLD AUTHORITY to vote for all
marked to the contrary below) nominees listed below
</TABLE>
NANCY CLARK REYNOLDS, CARL E. SANDERS, THOMAS A. VADNAIS
INSTRUCTION: To withhold authority to vote for any individual nominee, write the
nominee's name in the space provided below.
- --------------------------------------------------------------------------------
2. To approve the amendment of the Company's 1994 Stock Incentive Plan to
increase the number of shares reserved for issuance under such Plan by an
additional 590,000 shares.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
(continued on other side)
(continued from reverse side)
3. To vote in accordance with their best judgment with respect to any other
matters that may properly come before the meeting.
THE BOARD OF DIRECTORS FAVORS A VOTE "FOR" EACH OF THE ABOVE PROPOSALS AND
UNLESS INSTRUCTIONS TO THE CONTRARY ARE INDICATED IN THE SPACE PROVIDED, THIS
PROXY WILL BE SO VOTED.
Please date and sign this Proxy
exactly as name(s) appears on the
mailing label.
---------------------------------
---------------------------------
Print Name(s):
-------------------
NOTE: When signing as an attorney,
trustee, executor, administrator
or guardian, please give your
title as such. If a corporation or
partnership, give full name by
authorized officer. In the case of
joint tenants, each joint owner
must sign.
Dated:
---------------------------
