SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to /section/240.14a-11(c) or
/section/240.14a-12
World Fuel Services 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:
Not Applicable
2) Aggregate number of securities to which transaction applies:
Not Applicable
3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11: Not Applicable
4) Proposed maximum aggregate value of transaction: Not Applicable
5) Total fee paid: Not Applicable
[ ] 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: Not Applicable
2) Form, Schedule or Registration Statement No.: Not Applicable
3) Filing Party: Not Applicable
4) Date Filed: Not Applicable
<PAGE>
WORLD FUEL SERVICES CORPORATION
700 South Royal Poinciana Blvd., Suite 800
Miami Springs, Florida 33166
-------------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD August 16, 1999
-------------------------------
Miami Springs, Florida
July 13, 1999
Notice is hereby given that the Annual Meeting of Shareholders of WORLD FUEL
SERVICES CORPORATION, a Florida corporation (the "Company"), will be held on
August 16, 1999, at 10:00 a.m., local time, at the Company's auditorium, 700
South Royal Poinciana Boulevard, Seventh Floor, Miami Springs, Florida 33166,
for the following purposes:
1. To elect nine Directors of the Company.
2. To transact such other business as may properly come before the Annual
Meeting or any adjournment or postponement thereof.
These matters are more fully discussed in the accompanying Proxy Statement.
The Board of Directors has fixed the close of business on July 9, 1999, as the
record date for the determination of shareholders entitled to notice of, and to
vote at, the meeting.
The annual meeting for which this notice is given may be adjourned from time to
time without further notice other than announcement at the meeting or any
adjournment thereof. Any business for which notice is hereby given may be
transacted at any such adjourned meeting.
Whether or not you expect to be present at the meeting, please date, sign, and
promptly return the enclosed proxy, which is solicited by and on behalf of the
Board of Directors.
By Order of the Board of Directors
WORLD FUEL SERVICES CORPORATION
Ileana Garcia, Secretary
<PAGE>
THIS IS AN IMPORTANT MEETING AND ALL SHAREHOLDERS ARE INVITED TO ATTEND THE
MEETING IN PERSON. ALL SHAREHOLDERS ARE RESPECTFULLY URGED TO EXECUTE AND RETURN
THE ENCLOSED PROXY CARD AS PROMPTLY AS POSSIBLE. SHAREHOLDERS WHO EXECUTE A
PROXY CARD MAY NEVERTHELESS ATTEND THE MEETING, REVOKE THEIR PROXY AND VOTE
THEIR SHARES IN PERSON.
<PAGE>
TABLE OF CONTENTS
PAGE
----
INTRODUCTION...................................................................1
OUTSTANDING VOTING STOCK.......................................................2
COSTS OF SOLICITATION..........................................................2
ELECTION OF DIRECTORS..........................................................2
BOARD OF DIRECTORS.............................................................5
Compensation of Directors................................................5
PRINCIPAL SHAREHOLDERS AND SECURITY OWNERSHIP OF MANAGEMENT....................7
INFORMATION CONCERNING EXECUTIVE OFFICERS......................................9
Reporting Requirements for Directors and Executive Officers.............10
COMPENSATION OF OFFICERS......................................................11
Summary Compensation Table..............................................11
Stock Option Information................................................12
Option Grants in Last Fiscal Year.......................................12
Aggregated Option Exercises in Last Fiscal Year and Fiscal
Year-End Option Values................................................13
Certain Employment Agreements...........................................13
Compensation Committee Report on Executive Compensation.................15
Compensation Committee Interlocks and Insider Participation.............17
Stock Performance Graph.................................................17
TRANSACTIONS WITH MANAGEMENT AND OTHERS.......................................19
COMPANY'S RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS....................19
PROPOSALS FOR THE 2000 ANNUAL MEETING.........................................19
OTHER MATTERS.................................................................19
i
<PAGE>
PROXY STATEMENT
WORLD FUEL SERVICES CORPORATION
700 South Royal Poinciana Blvd., Suite 800
Miami Springs, Florida 33166
-------------------------------
ANNUAL MEETING OF SHAREHOLDERS
to be held on August 16, 1999
INTRODUCTION
This proxy statement is furnished to the shareholders of WORLD FUEL SERVICES
CORPORATION, a Florida corporation (the "Company"), in connection with the
solicitation of proxies by the Board of Directors of the Company for the Annual
Meeting of Shareholders (the "Annual Meeting") to be held at the place and time
and for the purposes set forth in the attached Notice of Meeting.
This Proxy Statement and the accompanying proxy are first being sent to
shareholders on or about July 13, 1999.
Pursuant to the By-Laws of the Company, the Board of Directors has ordered
the Annual Meeting of Shareholders to be held on August 16, 1999, and has fixed
the close of business on July 9, 1999, as the record date (the "Record Date")
for the determination of shareholders entitled to receive notice of, and to vote
at, the Annual Meeting or any adjournment or postponement thereof.
Proxies in the accompanying form, properly executed, duly returned to the
Company and not revoked, will be voted in the manner specified. If no
instructions are specified with respect to any particular matter to be acted
upon, proxies will be voted in favor thereof. Returning a signed proxy will not
affect a shareholder's right to attend the Annual Meeting and to vote in person,
since proxies are revocable. A proxy for the Annual Meeting may be revoked at
any time prior to its use by submission of a later dated proxy, by delivery of
written notice of revocation to the President of the Company, or by voting in
person at the Annual Meeting. Presence at the Annual Meeting does not of itself
revoke a proxy.
The Annual Report of the Company for the fiscal year ended March 31, 1999,
including financial statements, is being mailed to each shareholder together
with this Proxy Statement.
<PAGE>
OUTSTANDING VOTING STOCK
On July 9, 1999, the Company had 12,189,277 outstanding shares of common
stock, par value $.01 per share (the "Common Stock"), which constitute the only
class of voting securities of the Company. The presence, in person or by
properly executed proxy, of the holders of a majority of the outstanding shares
of Common Stock entitled to vote is necessary to constitute a quorum at the
meeting. Each holder of Common Stock on the Record Date is entitled to cast one
vote per share, exercisable in person or by proxy, at all meetings of
shareholders. Directors are elected by a plurality vote of the shares of Common
Stock present in person or represented by proxy at the Annual Meeting. All other
matters to be considered at the Annual Meeting shall be approved if the votes
cast in favor of the action exceed the votes cast opposing the action.
As of July 9, 1999, the nine nominees for Director of the Company
beneficially owned a total of 1,384,011 shares of Common Stock, or approximately
11% of the shares of Common Stock outstanding. The nominees have informed the
Company that they intend to vote their shares of Common Stock to elect
themselves to the Board of Directors. See "Principal Shareholders and Security
Ownership of Management."
COSTS OF SOLICITATION
The entire cost of soliciting proxies for the Annual Meeting will be borne
by the Company. Solicitation of proxies may be made through personal calls upon,
or telephone or telegraphic communications with, shareholders or their
representatives by officers and other employees of the Company, who will receive
no additional compensation therefor.
ELECTION OF DIRECTORS
Nine individuals have been nominated to serve as Directors for the ensuing
year and until their successors shall have been duly elected and qualified. The
persons named in the accompanying proxy have advised management that unless
authority is withheld in the proxy, they intend to vote for the election of the
individuals listed in the table on the following page. Management does not
contemplate that any of the nominees named in the table will be unable, or will
decline, to serve; however, if any of the nominees is unable to serve, or
declines to serve, the persons named in the accompanying proxy may vote for
another person, or persons, in their discretion. The following table sets forth
certain information with respect to each nominee for election to the Board of
Directors. All of the nominees currently serve as Directors of the Company. A
summary of the background and experience of each nominee is set forth in the
paragraphs following the table.
2
<PAGE>
<TABLE>
<CAPTION>
YEAR FIRST
NAME AND POSITION AGE AT BECAME DIRECTOR
WITH THE COMPANY MARCH 31, 1999 OF THE COMPANY
- ----------------- -------------- ---------------
<S> <C> <C>
Ralph R. Weiser, 73 1984
Chairman of the Board
of Directors
Jerrold Blair, 61 1984
Director and President
Ralph R. Feuerring, 76 1988
Director and Member
of Audit Committee
John R. Benbow, 67 1989
Director and Chairman
of Audit Committee and
Compensation Committee
Phillip S. Bradley, 60 1990
Director and President of
Advance Petroleum, Inc.
Myles Klein, 61 1995
Director and Member
of Audit Committee and
Compensation Committee
Michael J. Kasbar, 42 1995
Director and Executive Vice
President of the Company,
and Chief Executive Officer
of Trans-Tec Services, Inc.
Paul H. Stebbins, 42 1995
Director and Executive Vice
President of the Company,
and Chief Operating Officer
of Trans-Tec Services, Inc.
Luis R. Tinoco 58 1997
Director
- --------------------
</TABLE>
3
<PAGE>
RALPH R. WEISER has been employed as Chairman of the Board of Directors of the
Company since its organization in July 1984.
JERROLD BLAIR has served as President and a Director of the Company since
January 1985.
RALPH R. FEUERRING, a Director of the Company, has served as a Director and
Chairman of the finance committee of American Premier, Inc., a mineral
processing and refractory business, since 1991. Mr. Feuerring has also served as
the President of Ferro Metal & Chemical Corp., a mineral and alloy trading
company, since 1949. From 1960 to 1991, Mr. Feuerring served as the President
and Chief Executive Officer of Ralstan Trading and Development Corporation, a
mineral processing company. Ralstan Trading and Development Corporation was
merged into American Premier, Inc. in 1991.
JOHN R. BENBOW, a Director of the Company, has served as President of Benbow &
Associates, Inc., a real estate development firm located in Coral Gables,
Florida, since June 1988. From December 1986 to May 1988, he was employed as
President of Weiner, Kane & Benbow, Inc., an investment banking and stock
brokerage firm located in Miami, Florida. From May 1983 to November 1986, Mr.
Benbow was employed as President of Florida National Bank, formerly a commercial
bank located in Miami, Florida.
PHILLIP S. BRADLEY has served as a Director of the Company since 1990, and as
President of Advance Petroleum, Inc. d/b/a World Fuel Services of FL ("WFSFL"),
a wholly-owned subsidiary of the Company, since January 1988. Mr. Bradley was a
co-founder of WFSFL and served as Vice President from its organization in 1983
until January 1988.
MYLES KLEIN has served as a Director of the Company since February 1995. He has
been a partner in the accounting firm of Klein & Barreto, P.A., in Miami,
Florida, since 1985. From 1971 until 1985, Mr. Klein was a partner in the
international accounting and auditing firm of Grant Thornton, eventually
becoming the partner in charge of the tax department for Grant Thornton's South
Florida offices.
MICHAEL J. KASBAR has served as a Director and an Officer of the Company since
June 1995 and has served as Chairman and Chief Executive Officer of Trans-Tec
Services, Inc. ("Trans-Tec Delaware"), a wholly owned subsidiary of the Company,
since January 1995. From September 1985 to December 1994, Mr. Kasbar was an
officer, shareholder, and director of Trans-Tec Services, Inc., a New York
corporation ("Trans-Tec New York") and its affiliated companies.
PAUL H. STEBBINS has served as a Director and an Officer of the Company since
June 1995 and has served as President and Chief Operating Officer of Trans-Tec
Delaware since January 1995. From September 1985 to December 1994, Mr. Stebbins
was an officer, shareholder, and director of Trans-Tec New York and its
affiliated companies.
LUIS R. TINOCO, a Director of the Company since June 1997, is an attorney and
has served as a partner of Lara, Lopez, Matamoros, Rodriguez and Tinoco ("Lara,
Lopez"), a law firm in Costa Rica, since 1971. He has also served as an
Ambassador of Costa Rica to Great Britain and on several United Nations
committees.
4
<PAGE>
BOARD OF DIRECTORS
During the fiscal year ended March 31, 1999, the Company's Board of
Directors held six (6) formal meetings. The Board of Directors has two
committees, the Audit Committee and the Compensation Committee. All of the
Directors attended at least 75% of the meetings of the Board of Directors and of
the committees on which they served.
The Audit Committee consists of John R. Benbow, Chairman, Ralph R. Feuerring
and Myles Klein. The Audit Committee held six (6) meetings during the fiscal
year ended March 31, 1999. The Audit Committee performs the following principal
functions: recommends to the Board of Directors the engagement of independent
auditors for the ensuing year; reviews the scope and budget for the annual
audit; reviews with independent auditors the results of the audit engagement,
including review of the financial statements and the management letter; and
reviews the scope of, and compliance with, the Company's internal controls.
The Compensation Committee consisted of John R. Benbow, Chairman, and Myles
Klein. During the fiscal year ended March 31, 1999, the Compensation Committee
held four (4) meetings. The Compensation Committee reviews and recommends to the
Board of Directors the annual salary, bonus, stock options and other benefits of
the Company's senior executives, reviews new and existing compensation programs,
reviews and makes recommendations to the Board of Directors regarding management
perquisites, administers stock option and incentive compensation plans, and
administers and makes recommendations to the Board of Directors regarding
performance goals for executive compensation plans.
COMPENSATION OF DIRECTORS
Directors who are not Company employees are generally members of at least
one Committee of the Board of Directors and receive a monthly fee of $1,667,
except for the Chairman of the Audit and Compensation Committees who receives
$2,292 per month. The Directors of the Company who are employed by the Company
do not receive additional compensation for serving as Directors.
Pursuant to the 1993 Non-Employee Directors Stock Option Plan (the "1993
Plan"), each Director who is not employed by the Company (a "Non-Employee
Director") receives an option to purchase 2,500 shares of Common Stock upon his
or her appointment to the Board of Directors and each year upon his re-election
to the Board of Directors. All options granted under the 1993 Plan fully vest
and are exercisable twelve months after the date of grant. Under the 1993 Plan,
each grant of options to a Non-Employee Director remains exercisable for a term
of five years from the grant date so long as such Non-Employee Director remains
a member of the Board of Directors, and are exercisable at a price per share
equal to the closing bid quotation for the Common Stock on The New York Stock
Exchange, Inc. (the" NYSE") at the end of the day preceding the grant date. In
accordance with the 1993 Plan, on August 18, 1998, Messrs. Feuerring, Benbow,
Klein and Tinoco each received grants of options to purchase 2,500 shares of
Common Stock at the exercise price of $13.375 per share.
To further promote Director stock ownership, the Board of Directors has
adopted a plan pursuant to which the Company issues to each Non-Employee
Director 500 shares of Common Stock (the "Stock Grant") each year, upon his or
her re-election to the Board of Directors, at no cost to the
5
<PAGE>
Director. The shares vest immediately, but are subject to resale restrictions
imposed by federal securities laws. Under existing federal securities laws,
after one year, directors would be able to resell the shares pursuant to Rule
144. The Stock Grants are in addition to, and not in lieu of, options granted
under the 1993 Plan. The Stock Grants for 1999 will be made immediately after
the Annual Meeting.
Luis R. Tinoco, a Director of the Company, also receives a monthly fee of
$1,500 for his service as a Director of World Fuel International, a subsidiary
of the Company. During the fiscal year ended March 31, 1999, the Company made no
other payments to Directors with respect to participation on the Board of
Directors or Board Committees or with respect to special assignments. See
"Compensation of Officers" and "Transactions with Management and Others."
6
<PAGE>
PRINCIPAL SHAREHOLDERS AND SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth, as of July 9, 1999, the number of shares of
Common Stock of the Company owned beneficially by each nominee for Director of
the Company, the five most highly compensated executive officers of the Company,
and all nominees and executive officers of the Company as a group. The table
also shows the name and address of each person who is known to the Company to be
the beneficial owner of more than 5% of the outstanding Common Stock of the
Company. Except as shown in the table, no other person is known by the Company
to own beneficially more than 5% of the outstanding Common Stock of the Company.
Unless otherwise stated, all shares are held with sole dispositive and voting
power.
<TABLE>
<CAPTION>
SHARES BENEFICIALLY OWNED
------------------------------------------
NAME AND ADDRESS AMOUNT (1) PERCENT (2)
- ---------------- ---------- -----------
<S> <C> <C>
Neumeier Investment Counsel LLC 1,555,550 (3) 12.3%
26435 Carmel Rancho Blvd.
Carmel, CA 93923
FMR Corp. 1,259,906 (4) 9.9%
82 Devonshire Street
Boston, MA 02109
The Prudential Insurance Company of America 794,100 (5) 6.3%
751 Broad Street
Newark, New Jersey 07102
Jerrold Blair 733,339 (6) 5.8%
Ralph R. Weiser 226,500 (7) 1.8%
Ralph R. Feuerring 41,800 (8) *
John R. Benbow 14,475 (9) *
Phillip S. Bradley - -
Myles Klein 19,875(10) *
Michael Kasbar 175,028(11) 1.4%
Paul Stebbins 166,244(12) 1.3%
Michael Clementi 5,970(13) *
Luis R. Tinoco 6,750(14) *
All Executive Officers and
Directors as a Group (12 persons) 1,483,430(15) 11.7%
<FN>
- ------------------
* Less than one percent (1%).
(1) Includes shares of Common Stock which may be acquired pursuant to
outstanding stock options exercisable within the next sixty (60) days.
(2) Based on 12,189,277 shares of Common Stock issued and outstanding on July
9, 1999, plus shares of Common Stock which may be acquired pursuant to
outstanding stock options exercisable within the next sixty days.
(3) Based on information disclosed, as of February 16, 1999, in a Schedule 13G
filed with the Securities and Exchange Commission (the "SEC"). Neumeier
Investment Counsel LLC ("Neumeier"), its subsidiaries and
7
<PAGE>
affiliates, have sole voting power with respect to 990,300 shares and sole
dispositive power with respect to 1,555,550 shares.
(4) Based on information disclosed, as of December 31, 1998, in a Schedule 13G
filed with the SEC. FMR Corp. ("FMR"), its subsidiaries and affiliates,
have sole dispositive power with respect to 1,251,206 shares. FMR and its
subsidiaries do not have sole voting power with respect to the shares. The
Board of Trustees of the Fidelity Funds has sole voting power with respect
to all of the shares. Fidelity Low-Priced Stock Fund, an investment company
registered under the Investment Company Act of 1940 and affiliated with
FMR, owns 1,249,906 of these shares.
(5) Based on information disclosed, as of December 31, 1998, in a Schedule 13G
filed with the SEC. The Prudential Insurance Company of America
("Prudential"), its subsidiaries and affiliates, have sole voting power and
sole dispositive power with respect to 209,900 shares. Prudential shares
voting power and dispositive power with respect to 584,200 shares.
(6) Includes 7,438 shares owned solely by Mr. Blair's wife and 121,500 shares
which may be purchased by Mr. Blair pursuant to options which are
exercisable within the next sixty days.
(7) Includes 121,500 shares which may be purchased by Mr. Weiser pursuant to
options which are exercisable within the next sixty days.
(8) Includes 3,300 shares owned by Mr. Feuerring's wife and 6,250 shares which
may be purchased by Mr. Feuerring pursuant to options which are exercisable
within the next sixty days.
(9) Includes 13,750 shares which may be purchased by Mr. Benbow pursuant to
options which are exercisable within the next sixty days.
(10) Consists of 19,375 shares which may be purchased by Mr. Klein pursuant to
options which are exercisable within the next sixty days.
(11) Includes 61,010 shares which may be purchased by Mr. Kasbar pursuant to
options which are exercisable within the next sixty days.
(12) Includes 17,465 shares which may be purchased by Mr. Stebbins pursuant to
options which are exercisable within the next sixty days.
(13) Includes 5,970 shares which may be purchased by Mr. Clementi pursuant to
options which are exercisable within the next sixty days.
(14) Includes 6,250 shares which may be purchased by Mr. Tinoco pursuant to
options which are exercisable within the next sixty days.
(15) Includes 442,972 shares which may be purchased by the executive officers
and directors of the Company within the next sixty days.
</FN>
</TABLE>
8
<PAGE>
INFORMATION CONCERNING EXECUTIVE OFFICERS
The following table sets forth certain information with respect to the
executive officers of the Company and its principal subsidiaries. A summary of
the background and experience of each executive officer, other than Messrs.
Weiser, Blair, Bradley, Kasbar and Stebbins, is set forth in the paragraphs
following the table. The background and experience of Messrs. Weiser, Blair,
Bradley, Kasbar and Stebbins are described in the section captioned "Election of
Directors." All executive officers serve at the discretion of the Board of
Directors.
<TABLE>
<CAPTION>
NAME AND POSITION AGE AT YEAR FIRST BECAME
WITH THE COMPANY MARCH 31, 1999 EXECUTIVE OFFICER
- ----------------- -------------- -----------------
<S> <C> <C>
Ralph R. Weiser, 73 1984
Chairman of the Board
Jerrold Blair, President 61 1984
Phillip S. Bradley, 60 1986
President of WFSFL
Robert S. Tocci, 45 1988
Executive Vice President
Carlos A. Abaunza, 39 1989
Chief Financial Officer and
Treasurer
Michael Clementi, 37 1998
President of World Fuel
Services, Inc. and Managing
Director of World Fuel
Services Ltd.
Michael J. Kasbar, Executive 42 1995
Vice President of the
Company and Chief Executive
Officer of Trans-Tec
Services, Inc.
Paul H. Stebbins, Executive 42 1995
Vice President of the Company
and Chief Operating Officer
of Trans-Tec Services, Inc.
- ---------------------------
</TABLE>
9
<PAGE>
ROBERT S. TOCCI has served as Executive Vice President since April 1995 and
served as Senior Vice President and Chief Financial Officer of the Company from
April 1988 through April 1995. From November 1988 through May 1989, he also
served as Treasurer of the Company.
CARLOS A. ABAUNZA has served as Chief Financial Officer of the Company since
April 1995, and as Treasurer since June 1989. From June 1988 through April 1995,
he served as Controller of the Company.
MICHAEL CLEMENTI has served as President of World Fuel Services, Inc. and
Managing Director of World Fuel Services Ltd., both subsidiaries of the Company,
since April 1998 and May 1995, respectively. From August 1994 through March
1998, he served as Senior Vice President of World Fuel Services, Inc.
REPORTING REQUIREMENTS FOR DIRECTORS AND EXECUTIVE OFFICERS
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires the Company's directors and executive officers, and
persons who own more than 10% of the Company's Common Stock, to file with the
Securities and Exchange Commission ("SEC") and the NYSE, reports of ownership
and changes in ownership of common stock and other equity securities of the
Company. Except as set forth below, the Company believes that, during the fiscal
year ended March 31, 1999, all filings required of its officers and directors
were made on a timely basis.
Messrs. Benbow, Klein, Feuerring and Tinoco were issued 500 shares of Common
Stock in August 1998 and such stock issuances were exempt from the short-swing
profit recovery rules of Section 16(b) of the Exchange Act. Nevertheless, an
Annual Statement of Changes in Beneficial Ownership on Form 5 was required to be
filed with the SEC by May 15, 1999 by each such person to report the receipt of
the such shares. All Form 5s were filed by such persons on July 9, 1999.
10
<PAGE>
COMPENSATION OF OFFICERS
The following table sets forth the annual and long-term compensation which
the Company and its subsidiaries paid to those persons who were, on March 31,
1999, the chief executive officer and the five most highly compensated executive
officers of the Company, for services rendered in each of the fiscal years ended
March 31, 1999, 1998, and 1997.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
AWARDS
ANNUAL COMPENSATION ------------
------------------------- SECURITIES
NAME AND FISCAL UNDERLYING ALL OTHER
PRINCIPAL POSITION YEAR SALARY BONUS OPTIONS COMPENSATION(1)
- ------------------ ------ -------- -------- ------------ ---------------
<S> <C> <C> <C> <C> <C>
Ralph R. Weiser, 1999 $262,000 $738,000 100,000 $201,131(2)
Chairman of the 1998 262,000 738,000 - 303,452(2)
Board of Directors 1997 262,000 738,000 121,500 143,585(2)
Jerrold Blair, 1999 262,000 738,000 100,000 201,131(2)
President of the 1998 262,000 738,000 - 303,452(2)
Company 1997 262,000 738,000 121,500 143,585(2)
Phillip S. Bradley, 1999 512,000 - 25,000 -
President of 1998 512,000 - - -
WFSFL 1997 474,500 100,000 - -
Michael Clementi, 1999 314,750 82,769 25,000 -
President of World 1998 184,333 318,866 - -
Fuel Services, Inc. 1997 156,000 236,111 - -
Michael Kasbar, 1999 240,250 197,590 37,500 -
Chief Executive 1998 213,900 110,346 37,500 -
Officer of Trans- 1997 188,450 67,377 - -
Tec Services, Inc.
Paul Stebbins, 1999 240,250 197,590 37,500 -
Chief Operating 1998 213,900 110,346 37,500 -
Officer of Trans- 1997 188,450 67,377 - -
Tec Services, Inc.
<FN>
- ----------------------------
(1) Perquisites to each officer did not exceed the lesser of $50,000 or 10% of
the total salary and bonus for any officer.
(2) This amount represents a portion of the executive's cash compensation which
has been deferred pursuant to the terms of his employment agreement. This
amount bears interest at the prime rate until paid to such person. See
"Certain Employment Agreements," below.
</FN>
</TABLE>
11
<PAGE>
STOCK OPTION INFORMATION
In 1997, the Company adopted the 1996 Employee Stock Option Plan (the "1996
Plan") under the terms of which options to purchase Common Stock of the Company
are awarded to employees of the Company. The purpose of the 1996 Plan is to help
attract and retain superior personnel for positions of substantial
responsibility with the Company and to provide an additional incentive to
officers and other key employees of the Company upon whose judgment, initiative
and efforts the success and development of the Company's business depends. In
addition to options issued pursuant to the 1996 Plan, the Company has stock
options outstanding pursuant to the 1986 Employee Stock Option Plan, which
expired in January 1996, and non-qualified stock options granted prior to the
adoption of the 1996 Plan.
OPTION GRANTS IN LAST FISCAL YEAR
The table below sets forth certain information pertaining to stock options
granted to the named executive officers during the fiscal year ended March 31,
1999.
<TABLE>
<CAPTION>
POTENTIAL REALIZED VALUE AT
NUMBER OF % OF TOTAL ASSUMED ANNUAL RATES OF
SECURITIES OPTIONS STOCK PRICE APPRECIATION
UNDERLYING GRANTED TO EXERCISE FOR OPTION TERM
OPTIONS EMPLOYEES IN PRICE ----------------------------
NAME GRANTED FISCAL YEAR PER SHARE EXPIRATION DATE 5% 10%
- ---- ---------- ------------ --------- --------------- ------------ ----------
<S> <C> <C> <C> <C> <C> <C>
Ralph R. Weiser 100,000 21.9% $20.25 May 19, 2008 $1,273,512 $3,227,328
Jerrold Blair 100,000 21.9% 20.25 May 19, 2008 1,273,512 3,227,328
Paul Stebbins 37,500 8.2% 10.75 January 4, 2009 253,523 642,477
Michael Kasbar 37,500 8.2% 10.75 January 4, 2009 253,523 642,477
Phillip S. Bradley 25,000 5.5% 11.625 March 23, 2009 182,773 463,181
Michael Clementi 25,000 5.5% 16.75 July 28, 2008 263,350 667,380
</TABLE>
12
<PAGE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES
The table below sets forth certain information pertaining to stock options
held by the named executive officers as of March 31, 1999. The named executive
officers did not exercise any stock options during the fiscal year ended March
31, 1999.
<TABLE>
<CAPTION>
NUMBER OF SHARES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS
OPTIONS AT FISCAL YEAR-END AT FISCAL YEAR-END(1)
------------------------------------ -----------------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
Ralph R. Weiser 112,741 108,759 $23,484 $1,824
Jerrold Blair 112,741 108,759 23,484 1,824
Phillip S. Bradley - 25,000 - -
Michael Clementi - 25,000 - -
Michael Kasbar 61,010 70,240 266,406 32,813
Paul Stebbins 17,465 70,240 60,172 32,813
<FN>
- ---------------------
(1) Based on a fair market value of $11.625 per share for the Common Stock, as
determined by using the closing price on the NYSE on March 31, 1999.
</FN>
</TABLE>
CERTAIN EMPLOYMENT AGREEMENTS
The Company's employment agreements with Messrs. Weiser and Blair expire on
March 31, 2004. Each agreement, as amended, provides for an annual salary of
$262,000, and an annual bonus equal to 5% of the pre-tax income of the Company
in excess of $2,000,000 through fiscal year 2002. Beginning in fiscal year 2003,
the annual salary will be $512,000 and the annual bonus will equal 5% of the
pre-tax income of the Company in excess of $7,000,000, with a maximum bonus of
$750,000.
The employment agreements with Messrs. Weiser and Blair limit the amount of
each executive's annual salary and bonus to the maximum amount which may be
deducted under the Internal Revenue Code (currently $1,000,000 per year). In
March 1996, the employment agreements were amended to provide that if in any
year the cash compensation payable to each executive exceeds the $1,000,000
limit described above, the excess will be deferred and paid to the executive in
a future year when such compensation can be deducted by the Company for federal
income tax purposes. For the fiscal year ended March 31, 1999, the Company
deferred $248,672 in compensation and interest accrued for each executive. The
accumulated deferred balances, including deferred interest, pursuant to the
employment agreements amounted to $809,334 for each executive as of March 31,
1999, and bear interest at the prime rate until paid to the executives.
The employment agreements with Messrs. Weiser and Blair provide that, if the
Company terminates the employment of the executive for reasons other than death,
disability, or cause, or, if the executive terminates his employment with the
Company for good reason, including under certain
13
<PAGE>
circumstances, a change in control of the Company, the Company will pay the
executive compensation of up to three times his average salary and bonus during
the five year period preceding his termination.
The employment agreements with Messrs. Weiser and Blair provide that, upon
expiration or termination of such agreements for any reason, the executive shall
not solicit or transact business with the Company's suppliers, sales
representatives or customers, and shall not compete with the Company, for a
period of three years following the date of expiration or termination, in the
states of Florida, Louisiana, Georgia, Delaware, Pennsylvania, New York,
California, Virginia, New Jersey, or Maryland, or any other state where the
Company collects or sells used oil, or in Singapore, Greece, South Korea,
England or Costa Rica, or any airport or seaport anywhere in the world that is
or has been serviced by the Company or its affiliates at any time since January
1, 1994.
The Company employs Phillip S. Bradley, President of WFSFL, pursuant to an
employment agreement effective March 23, 1999, which expires on March 22, 2004.
The employment agreement provides for an annual base salary of $512,000. The
employment agreement also provides that Mr. Bradley will serve as a consultant
to the Company for a term of five years, upon the termination of Mr. Bradley's
employment. While he serves as a consultant to the Company, Mr. Bradley will
receive annual consulting fees of $200,000 per year plus certain insurance
benefits. The agreement prohibits Mr. Bradley from competing with the Company's
aviation fuel business for a period of five years following the termination of
his employment agreement, or, if Mr. Bradley is engaged to provide consulting
services to the Company, the expiration of the consulting term. The Company
granted Mr. Bradley on March 23, 1999, an option to purchase 25,000 shares of
Common Stock equal to the closing price of the Common Stock as quoted on the
NYSE on such date.
The Company employs Michael Clementi, President of World Fuel Services, Inc.
and Managing Director of World Fuel Services Ltd. pursuant to an employment
agreement effective July 1, 1998, which expires on June 30, 2003. The employment
agreement provides for annual base salary of $356,000 and an annual bonus of
$75,000 at the end of each of the first three years of employment and $100,000
at the end of each of the last two years of employment. The employment agreement
prohibits Mr. Clementi from competing in the Company's business for a period of
one year following the termination of his employment with the Company. The
Company granted Mr. Clementi on July 1, 1998, an option to purchase 25,000
shares of Common Stock equal to the closing price of the Common Stock as quoted
on the NYSE on such date.
On June 10, 1997, Messrs. Kasbar and Stebbins signed employment agreements
with the Company, effective January 1, 1998, under the terms of which each will
be employed through December 31, 2002. During the remainder of the employment
term, the Company will pay each executive annual base salaries of $259,000,
$284,000, $309,000 and $334,000 for each of the years ending December 31, 1999
through 2002, respectively. Each is also entitled to receive an annual bonus
equal to 5% of the pre-tax profits (adjusted for certain acquisition related
charges) of the Company's marine fuel division in excess of $4,000,000 during
each year from 1999 through 2002. The employment agreements prohibit each of
Messrs. Kasbar and Stebbins from competing with the Company during a period of
two years following the termination of his employment (for any reason), in the
areas where the Company conducts its business. The Company granted to each of
Messrs. Kasbar and Stebbins on January 1, 1999, an option to purchase 37,500
shares of Common Stock equal to the closing price of the Common Stock as quoted
on the NYSE on such date.
14
<PAGE>
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
GENERAL. The Compensation Committee of the Board of Directors administers
the Company's executive compensation program to assure that executive
compensation is linked to the Company's goals, performance and return to its
shareholders. The executive compensation program is designed to attract
outstanding executives to the Company's key management positions and motivate
such individuals to work toward increasing shareholder value by offering
competitive base salaries, performance-based bonuses, and equity interests in
the Company through stock options. The Compensation Committee reviews and
recommends to the Board of Directors the total compensation for Messrs. Weiser
and Blair, the Company's two most senior executives, and reviews senior
management's recommendations regarding the compensation of other executives of
the Company and its subsidiaries.
In determining the compensation of the Company's executive officers, the
Compensation Committee reviews a number of factors including: (i) the Company's
performance and the achievement of its strategic objectives; (ii) business
conditions in general and in the Company's lines of business during the year;
(iii) the Company's performance during the year in light of such conditions; and
(iv) the market compensation for executives of similar background and
experience. The Compensation Committee also examines the performance of the
specific executive officer under consideration and the business area of the
Company for which such executive officer is responsible. The Company's executive
compensation program consists of three components: base salary; bonus and stock
options.
In evaluating the compensation levels of these executives, the Compensation
Committee has found that there are virtually no other public companies with
which close comparisons to the Company can be made. Therefore, the Compensation
Committee reviews a variety of sources for comparison purposes, including: (i)
salary data from most of the companies comprising the Standard and Poor's
Transportation Index as well as selected other companies; and (ii) published
salary surveys for national as well as Florida-based companies with comparable
gross revenues. In the end, the Compensation Committee's recommendations involve
a considerable amount of subjectivity, judgment and discretion
BASE SALARY. The base salary offered to executive officers by the Company is
intended to be competitive in relation to industry standards and corporations of
comparable size and complexity. Generally, the executive's salary reflects his
job experience and responsibility. The Company has employment contracts with
each of its executive officers, and these agreements provide for different
levels of base salary. The employment agreements generally extend for terms of
three to five years, enabling the Company to stabilize the levels of executive
salaries. Salary increases are designed to reflect competitive practices in the
industry, financial performance of the Company and the individual performance of
the executive.
BONUS COMPENSATION. Certain executive officers are eligible for performance
bonuses based upon the Company's achievement of certain goals. These
performance-based bonuses are typically determined as a percentage of the
pre-tax earnings in excess of predetermined goals for which the executive is
responsible. With respect to the Company's senior executives (including the
Chairman and President), the percentage of pre-tax earnings and the
predetermined goals are established within
15
<PAGE>
the officer's employment contract. In the event that an employment contract does
not specify the bonus formula, the Chairman of the Board and the President of
the Company determine the bonus.
STOCK OPTIONS. The Company offers stock options to its executive officers in
order to align the interests of the executive officers with those of the
shareholders, and to encourage the executive officers to become substantial
shareholders. Stock options are awarded at market price. For this reason, the
value of the stock options increases according to the increase in the Company's
stock price. Because no benefit is received by the option-holder unless the
Company's stock price performs favorably, stock option awards provide incentives
for directors and officers to enhance long-term Company performance, as
reflected in stock price appreciation, thereby increasing shareholder value.
Grants to executive officers are dependent upon many factors, including the
individual's prior and expected performance, effect upon the Company, level of
position and responsibility, and potential for promotion. The Company grants
stock options upon favorable individual employee evaluations, which are
performed periodically. In order for an executive officer to exercise the stock
option, the officer must remain in the employ of the Company at the time the
stock options vest, which is usually one to three years after the option is
awarded. For this reason, the award of stock options also provides additional
incentive to executive officers to remain in the service of the Company. During
the 1999 fiscal year, the Compensation Committee awarded stock options to
certain employees in recognition of the services performed by those employees on
the Company's behalf.
CHAIRMAN OF THE BOARD AND PRESIDENT COMPENSATION. The Compensation Committee
is responsible for recommending the compensation of the Chairman of the Board
and President. In March, 1999, the Compensation Committee reviewed the
employment agreements of Messrs. Weiser and Blair which were set to expire on
March 31, 2002. The Committee concluded that it was in the best interest of the
Company to extend their employment agreements for an additional term of two
years through March 31, 2004. Each agreement, as amended, provides for an annual
salary of $262,000, and an annual bonus equal to 5% of the pre-tax income of the
Company in excess of $2,000,000 through fiscal year 2002. Beginning in fiscal
year 2003, the annual salary will be $512,000 and the annual bonus will equal 5%
of the pre-tax income of the Company in excess of $7,000,000, with a maximum
bonus of $750,000. The Board of Directors approved the amended employment
agreements, as recommended by the Compensation Committee.
OTHER EXECUTIVE OFFICER COMPENSATION. The Compensation Committee reviewed
the employment agreement of Phillip S. Bradley, President of WFSFL. The
employment agreement is effective March 23, 1999 and expires on March 22, 2004.
The employment agreement provides for an annual base salary of $512,000. The
employment agreement also provides that Mr. Bradley will serve as a consultant
to the Company for a term of five years, upon the termination of Mr. Bradley's
employment. While he serves as a consultant to the Company, Mr. Bradley will
receive annual consulting fees of $200,000 per year plus certain insurance
benefits. The agreement prohibits Mr. Bradley from competing with the Company's
aviation fuel business for a period of five years following the termination of
his employment agreement, or, if Mr. Bradley is engaged to provide consulting
services to the Company, the expiration of the consulting term. The Company
granted Mr. Bradley on March 23,
16
<PAGE>
1999, an option to purchase 25,000 shares of Common Stock equal to the closing
price of the Common Stock as quoted on the NYSE on such date.
In July 1998, the Compensation Committee reviewed the employment agreement
for Mr. Clementi, President of World Fuel Services, Inc. and Managing Director
of World Fuel Services Ltd., and awarded him an option to purchase 25,000 shares
of the Company's Common Stock. The employment agreement provides for an annual
base salary of $356,000 and an annual bonus of $75,000 at the end of each of the
first three years of employment and $100,000 at the end of each of the last two
years of employment.
John R. Benbow, Chairman
Myles Klein
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Myles Klein and John R. Benbow served as members of the Compensation
Committee of the Board of Directors during the year ended March 31, 1999. None
of the members of the Compensation Committee were employees of the Company
during the year ended March 31, 1999.
STOCK PERFORMANCE GRAPH
In accordance with Securities and Exchange Commission regulations, the
following graph compares the cumulative total shareholder return to the
Company's shareholders, during the five year period ended March 31, 1999, to the
Russell 2000 Index and the Standard & Poor's Transportation Index. The graph
assumes an initial investment of $100 at March 31, 1994 and reinvestment of all
dividends. Prices have been adjusted for all stock splits.
17
<PAGE>
[PROXY GRAPH]
<TABLE>
<CAPTION>
3/94 3/95 3/96 3/97 3/98 3/99
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
World Fuel Services Corporation 100 129 202 215 404 217
The Russell 2000 Index 100 106 136 143 203 170
The Standard & Poor's Transportation Index 100 103 133 145 203 191
<FN>
- -----------------------------
* Assumes that the value of the investment in the Company and each index was
$100.00 on March 31, 1994, and that all dividends are reinvested. Prices
have been adjusted for all stock splits.
</FN>
</TABLE>
18
<PAGE>
TRANSACTIONS WITH MANAGEMENT AND OTHERS
Two of the Company's subsidiaries lease premises in New Orleans, Louisiana
and Plant City, Florida from a trust established for the benefit of the children
of Jerrold Blair, the President and a Director of the Company. The base annual
rent under each lease is $53,025 per year, which amount will increase by 5%
annually. The leases expire in August 2001. The Company has an option to
purchase the properties at the current market value at any time during the lease
term. For purposes of the purchase option, the market value of the land will be
determined by independent appraisals to be obtained by the lessor and the
Company. Management of the Company believes that the terms of the existing
leases are no less favorable to the Company than those which could have been
obtained in arm's length transactions.
COMPANY'S RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
The accounting firm selected by the Board of Directors of the Company for
the fiscal year ending March 31, 2000 is Arthur Andersen LLP. This accounting
firm is expected to have a representative present at the Annual Meeting. This
representative will be available to answer appropriate questions and will be
given an opportunity to make a statement, if the representative so desires.
PROPOSALS FOR THE 2000 ANNUAL MEETING
In order to be considered for inclusion in the Proxy Statement for the 2000
Annual Meeting, shareholders' proposals must be received at the principal office
of the Company, 700 South Royal Poinciana Blvd., Suite 800, Miami Springs,
Florida 33166, Attention: Secretary, no later than March 1, 2000.
OTHER MATTERS
Management is not aware of any other matters to be presented for action at
the Annual Meeting. IF, HOWEVER, ANY OTHER MATTERS COME BEFORE THE ANNUAL
MEETING, THE PERSONS NAMED AS PROXIES WILL VOTE ON SUCH MATTERS IN ACCORDANCE
WITH THEIR BEST JUDGMENT.
19
<PAGE>
PROXY
Annual Meeting of Shareholders
of World Fuel Services Corporation
To Be Held On August 16, 1999
The undersigned hereby appoints Ralph R. Weiser and Jerrold Blair, and each
of them severally, as proxies, each with the power to appoint a substitute, and
to vote, as designated on the reverse side, all of the shares of Common Stock of
World Fuel Services Corporation held of record on July 9, 1999 by the
undersigned at the Annual Meeting of Shareholders to be held on August 16, 1999,
or any adjournment or postponement thereof.
(Continued and to be Signed on Reverse Side)
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
1. Election of Directors: [ ] FOR [ ] WITHHOLD
Nominees: Ralph R. Weiser
Jerrold Blair
Ralph R. Feuerring
John R. Benbow
Phillip S. Bradley
Myles Klein
Michael J. Kasbar
Paul H. Stebbins
Luis R. Tinoco
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR AN INDIVIDUAL NOMINEE, STRIKE A
LINE THROUGH THE NOMINEE'S NAME IN THE LIST ABOVE. IF AUTHORITY IS
NOT SO WITHHELD, THE PROXY WILL BE VOTED TO ELECT ALL NOMINEES.
2. In their discretion, the proxies are authorized to vote upon any
other matter coming before the meeting.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THE PROXY WILL BE VOTED
FOR ALL NOMINEES AND FOR ALL OTHER PROPOSALS DESCRIBED HEREIN.
<PAGE>
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
We have enclosed an envelope for your convenience in returning your proxy.
SIGNATURE___________________ DATE_______ SIGNATURE_________________ DATE________
NOTE: Please sign name(s) exactly as shown above. When signing as executor,
administrator, trustee or guardian, give the title as such. When shares
have been issued in names of two or more persons all should sign.
