<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a - 101)
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:
X Preliminary proxy statement
___ Definitive proxy statement
___ Definitive additional materials
___ Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
___ Confidential, for use of the Commission only (as permitted by
Rule 14a-6(e)(2))
INFORMIX CORPORATION
(Name of Registrant as Specified in Its Charter)
INFORMIX CORPORATION
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
X $125 per Exchange Act Rule 0-11(c)(l)(ii), 14a-6(i)(2),
or Item 22(a)(2) of Schedule 14A
___ $500 per each party to the controversy pursuant to
Exchange Act Rule 14a-6(i)(3)
___ Fee computed on table below per Exchange Act Rules
14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which
transaction applies:
(2) Aggregate number of securities to which
transactions 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 of registration statement no.:
(3) Filing party:
(4) Date filed:
<PAGE>
INFORMIX
April 11, 1995
Dear Stockholder:
It is with great pleasure that the Board of Directors
invites you to attend the Annual Meeting of Stockholders of
Informix Corporation (the "Corporation") to be held at 5:00
p.m. local time on Thursday, May 18, 1995 at the Corporation's
headquarters located at 4100 Bohannon Drive, Menlo Park,
California.
All stockholders are cordially invited to attend the
Annual Meeting in person. However, whether you plan to
attend the meeting or not, the Board urges you to complete,
sign, date and return the enclosed proxy card in the
enclosed postage-paid envelope in order that as many shares
as possible may be represented at the meeting.
At the Annual Meeting, the stockholders will consider
proposals to: (i) elect two Class II directors to a three-
year term; (ii) approve an amendment to the Corporation's
Restated Certificate of Incorporation to increase the
authorized number of shares of the Corporation's $.01 par value
Common Stock by 200,000,000 shares; and (iii) ratify the
appointment of Ernst & Young as the Corporation's
independent auditors. Following the Annual Meeting, the
management of the Corporation will report on the
Corporation's financial and operating performance.
The Notice of Annual Meeting and Proxy Statement
accompanying this letter describe the business to be
transacted at the meeting.
The vote of every stockholder is important, and your
cooperation in promptly returning your executed proxy will
be appreciated. A proxy may be revoked prior to the meeting
and will not affect your right to vote in person in the
event that you decide to attend the meeting.
Sincerely,
Phillip E. White
Chairman of the Board
<PAGE>
INFORMIX
NOTICE OF 1995 ANNUAL MEETING
To the Stockholders:
Please take notice that the Annual Meeting of the
Stockholders of Informix Corporation, a Delaware corporation
(the "Corporation"), will be held on Thursday, May 18 1995,
at 5:00 p.m., local time, at the Corporation's headquarters, 4100
Bohannon Drive, Menlo Park, California for the following purposes:
1. To elect two class II directors to serve for
three-year terms.
2. To vote upon a proposal to approve an amendment of
the Corporation's Restated Certificate of Incorporation to increase
the authorized number of shares of the Corporation's $.01 par
value Common Stock by 200,000,000 shares.
3. To vote upon a proposal to ratify the
appointment of Ernst & Young as the Corporation's
independent auditors for the 1995 fiscal year.
4. To transact such other business as may
properly come before the meeting.
Stockholders of record at the close of business on
March 31, 1995 are entitled to notice of, and to vote at,
this meeting and any adjournments thereof.
By Order of the Board of Directors,
David H. Stanley, Secretary
Menlo Park, California
April 11, 1995
IMPORTANT: PLEASE COMPLETE, DATE, SIGN AND PROMPTLY MAIL
THE ENCLOSED PROXY IN THE POSTAGE-PAID ENVELOPE PROVIDED TO
ASSURE THAT YOUR SHARES ARE REPRESENTED AT THE MEETING. IF
YOU ATTEND THE MEETING, YOU MAY VOTE IN PERSON IF YOU WISH
TO DO SO EVEN THOUGH YOU HAVE SENT IN YOUR PROXY.
<PAGE>
INFORMIX
4100 BOHANNON DRIVE
MENLO PARK, CALIFORNIA 94025
(415) 926-6300
PROXY STATEMENT
This Proxy Statement is furnished in connection with
the solicitation of proxies by the Board of Directors of
Informix Corporation ("Informix" or the "Corporation") for
the Annual Meeting of Stockholders of the Corporation to be
held on May 18, 1995 at the Corporation's headquarters located at
4100 Bohannon Drive, Menlo Park, California (the "Annual Meeting").
PROXY SOLICITATION
This solicitation of proxies is made on behalf of the
Informix Board of Directors.
In addition to soliciting stockholders by mail, the
Corporation will request banks, brokerage houses and other
custodians, nominees and fiduciaries to forward solicitation
materials to the beneficial owners of the stock held of
record by such persons and the Corporation will reimburse
them for their reasonable out-of-pocket expenses incurred in
doing so. The Corporation may use the services of its
officers, directors and others, including professional proxy
solicitors, to solicit proxies, personally or by telephone.
The cost of soliciting proxies will be borne by the
Corporation. The Corporation has retained Corporate Investor
Communications, professional proxy solicitors, to assist in the
soliciting of proxies. Employees of the soliciting firm may
solicit proxies personally, by telephone and facsimile and
by any other means of communication. The Corporation
expects to pay the solicitor a fee of approximately $5,000
plus normal out-of-pocket expenses for its assistance in
preparing soliciting material and soliciting proxies.
The date of this Proxy Statement is April 11, 1995, the
approximate date on which the Proxy Statement and form of
proxy were first sent or given to stockholders. The Annual
Report to Stockholders for the fiscal year ended December 31,
1994, including financial statements, is included with this
Proxy Statement.
On March 31, 1995, the record date for the Annual
Meeting, the Corporation had outstanding [65,000,000][Note:
numbers in brackets are estimates and will be updated in the
final version of the proxy statement] shares of Common Stock,
all of which are entitled to vote on all matters to be acted
upon at the Annual Meeting. Each stockholder is entitled to
one vote for each share of stock held by him or her.
Any proxy given pursuant to this solicitation may be
revoked by the person giving it at any time before it is
exercised by filing with the Secretary of the Corporation an
instrument revoking it, by presenting at the Annual Meeting
a duly executed proxy bearing a later date or by attending
the Annual Meeting and voting in person.
ELECTION OF DIRECTORS
(ITEM A ON PROXY CARD)
Informix has a five member Board of Directors.
Directors are elected for three-year terms, and are divided
into three classes, with directors of one class elected at
each Annual Meeting of Stockholders. At the 1995 Annual
Meeting, two directors in Class II are to be elected to a term
expiring at the 1998 Annual Meeting, or until their successors
are duly elected and qualified. Directors in Class III (Messrs. Knorp
and White) and Class I (Mr. Yansouni) have been elected to terms
expiring at the Annual Meetings in 1996 and 1997, respectively, or
until their successors are duly elected and qualified.
The Corporation's two nominees for Class II director are James L.
Koch and Thomas A. McDonnell. Both are Class II members of the present
Board. The proxy holders intend to vote each proxy received by them
for the election of the two named nominees unless otherwise
instructed on the proxy card. The Corporation is not aware
of any circumstances why either nominee will be unable or will
decline to serve as a director. In the event that a
nominee for director shall become unavailable or unable to
serve, it is intended that votes under the proxies will be
cast for such substitute nominee as may be nominated by the
Board.
If a quorum is present or represented and voting, the
affirmative vote of the holders of a plurality of the shares
of Common Stock present or represented at the Annual Meeting
is required to elect each director. Abstentions and shares
held by brokers that are present, but not voted because the
brokers were prohibited from exercising discretionary
authority, i.e., "broker non-votes" will be counted as
present for purposes of determining if a quorum is present,
but will have no effect on the vote.
THE INFORMIX BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS
A VOTE FOR THE ELECTION OF MESSRS. KOCH AND MCDONNELL AS CLASS II
DIRECTORS OF INFORMIX.
The following table sets forth the name and age of each
director, including the continuing directors and the nominees
for directors, and the year during which each individual
began serving as a director of the Corporation.
<TABLE>
<CAPTION>
Served as Director
of the Corporation
Age From
<S> <C> <C>
Class I Directors
Cyril J. Yansouni 53 1991
Class II Directors
James L. Koch 51 1991
Thomas A. McDonnell 49 1988
Class III Directors
Albert F. Knorp, Jr. 59 1984
Phillip E. White 52 1989
</TABLE>
Set forth below are biographical summaries of the
incumbent directors and the nominees, including descriptions
of their principal occupations:
Albert F. Knorp, Jr. has served as Assistant Secretary
of the Corporation since 1985. Mr. Knorp has been of counsel
with the law firm of Gray Cary Ware & Freidenrich since November,
1994. He had previously been a partner in the law firm of Lewis,
Knorp, Walsh & Kavalaris since its formation in November 1990.
Prior to that he was a partner in the law firm of Shearer, Lanctot,
Walsh & Knorp, which was the Corporation's general counsel from
1980 to 1988. Mr. Knorp serves as Chairman of the Nominating
Committee and as a member of the Audit and Compensation Committees.
James L. Koch became a director of the Corporation in
July 1991. Mr. Koch has served as Dean of the Leavey School
of Business & Administration at Santa Clara University since
July 1990. He served as Manager of the Organization
Planning and Development Department of Pacific Gas and
Electric Company, a public utility, in San Francisco from
January 1981 to July 1990. Mr. Koch serves as a member of
the Audit and Compensation Committees.
Thomas A. McDonnell became a director of the
Corporation in February 1988. He has served as Vice
Chairman of the Board and Chief Executive Officer of DST
Systems, Inc. (DST), a transfer agent for mutual funds,
stocks and bonds, since October 1984. He has served as
President of DST from 1973 until October 1984 and from March
1987 to the present, and has been its Treasurer since 1973.
Mr. McDonnell has been Executive Vice President of Kansas
City Southern Industries, Inc. ("KCSI"), a holding company
and parent of DST, since February 1987. He has been a
director of KCSI since August 1983. Mr. McDonnell is also
director of BHA Group, Inc., a manufacturer of pollution control
devices, The Continuum Company, a software provider to the insurance
industry, First of Michigan Capital Corporation, a broker/dealer
and Puritan-Bennett Corporation, a medical device company.
Mr. McDonnell serves as Chairman of the Audit Committee and
as a member of the Compensation Committee and the Nominating
Committee.
Phillip E. White has been the Corporation's Chief
Executive Officer since January 1989. He has held the
additional offices of President since August 1990 and of
Chairman since December 1992. Mr. White also serves as a
director of Adaptec, Inc., a computer input/output
technology company.
Cyril J. Yansouni is the Chief Executive Officer and
Chairman of Read-Rite Corporation, a manufacturer of thin
film magnetic recording heads. Prior to joining Read-Rite
Corporation in March 1991, Mr. Yansouni was with Unisys
Corporation, a world-wide electronics-based information
systems company, from December 1988 as its Executive Vice
President and President of the Computer Systems Product
Group. Mr. Yansouni is also a director of PeopleSoft, Inc.,
a software company, and Raychem Corporation, an international
manufacturer and marketer of products for electronics,
industrial and telecommunications applications. Mr. Yansouni
serves as Chairman of the Compensation Committee and as a
member of the Audit Committee.
There is no family relationship between any director or
executive officer of the Corporation.
During 1994, the Board of Directors of the Corporation
held a total of five meetings. No director attended fewer
than 75% of the meetings of the Board of Directors and the
committees of the Board on which such director served.
The Board of Directors has an Audit Committee, a
Compensation Committee and a Nominating Committee.
The Audit Committee recommends the appointment of
independent auditors to the Board, reviews the results of
the examination of the Corporation's financial statements by
the independent auditors, reviews with management and with
the independent auditors the annual financial statements and
independent auditors' report, approves professional services
performed by the independent auditors and related fees, and
periodically reviews the Corporation's accounting policies
and internal accounting and financial controls. The members
of the Audit Committee are Messrs. Knorp, Koch, McDonnell and
Yansouni. During 1994, the Audit Committee met four times.
The Compensation Committee reviews and recommends
salaries for the Chief Executive Officer, other officers and
key employees. The Compensation Committee also serves as
the committee which administers both the Corporation's 1986 Stock
Option Plan and 1994 Stock Option and Award Plan and in this
capacity approves employee stock option grants and awards. The
members of the Compensation Committee are Messrs. Knorp, Koch,
McDonnell and Yansouni. During 1994, the Compensation Committee
met six times.
The Nominating Committee identifies and recommends to
the Board of Directors prospective candidates to be
considered as nominees for election to the Board. The
members of the Nominating Committee are Messrs. Knorp and
McDonnell. The Nominating Committee held three meetings
during 1994, for the purpose of nominating Messrs. Koch and
McDonnell for re-election to the Corporation's Board of
Directors. The Nominating Committee will consider the names
and qualifications of candidates for the Board submitted by
stockholders in accordance with the procedures set forth in
"Stockholder Proposals to be Presented at the Next Annual
Meeting" below and in the Bylaws of the Corporation.
Section 16(a) of the Securities Exchange Act of 1934,
as amended, requires the Corporation's executive officers,
directors and persons who beneficially own more than 10% of
a registered class of the Corporation's equity securities to
file with the Securities and Exchange Commission initial
reports of ownership and reports of changes in ownership of
Common Stock and other equity securities of the Corporation
Such executive officers, directors and greater than 10%
beneficial owners are required by S.E.C. regulation to
furnish the Corporation with copies of all Section 16(a)
forms filed by such reporting persons.
Based solely on the Corporation's review of such forms
furnished to the Corporation and written representations
from certain reporting persons, the Corporation believes
that all filing requirements applicable to the Corporation's
executive officers, directors and greater than 10%
beneficial owners were complied with.
COMPENSATION OF DIRECTORS
For the fiscal year ended December 31, 1994, the
Corporation paid all outside directors as follows: $1,000
for each Board meeting attended; $500 for each meeting of
the Audit and Compensation Committees attended; and $2,000
per quarter. For the fiscal year ending December 31, 1995,
the outside directors will continue to receive the same
compensation as they received in 1994. The Corporation
reimburses directors for travel expenses associated with
attending board meetings. From time to time, the Corporation
may invite the directors' spouses to accompany the directors
to a board meeting. When invited, the Corporation also pays the
travel expenses incurred by the spouses. In 1994, these spousal
travel expenses were less than $5,000 per director. In addition,
the outside directors receive options to acquire shares of the
Corporation's Common Stock under the Informix 1989 Outside
Directors Stock Option Plan (see the "Outside Directors
Stock Option Plan"). Employee directors did not in 1994,
and will not in 1995, receive any additional compensation
for serving as a director.
OUTSIDE DIRECTORS STOCK OPTION PLAN
At the 1990 Annual Meeting of Stockholders, the
stockholders approved the adoption of the Informix 1989
Outside Directors Stock Option Plan (the "Directors Option
Plan"). Only directors who are not employees of the
Corporation or any parent or subsidiary corporations of the
Corporation are eligible to be granted options under the
Directors Option Plan. The Directors Option Plan is
administered by a committee appointed by the Board of
Directors of the Corporation, which currently is all of the
members of the Board. Options for 15,000 shares of stock
are granted automatically upon election or re-election to
the Board of Directors.
Options granted under the Directors Option Plan are
evidenced by written agreements specifying the number of
shares of stock covered thereby and the option price, which
price shall be the fair market value of the shares as of the
date of grant of the option. No option may be exercised
after the expiration of ten years from the date the option
is granted. All options must be granted, if at all, no
later than May 2009. A total of 800,000 shares of Common
Stock of the Corporation (subject to adjustment in the
event of certain changes in the capital structure of the
Corporation) may be issued under the Directors Option Plan.
In 1994, Mr. Yansouni was granted an option for 15,000
shares upon re-election to the Board which vests pro-rata
over a three year period from the date of grant. Assuming
Messrs. Koch and McDonnell are re-elected to the Board at the
1995 Annual Meeting, each will be granted an option for 15,000
shares which will vest pro rata over the three year period
from the date of the grant. Options issued to terminated
directors lapse 30 days after termination as a director and
unexercised shares subject to those options are returned to
the share reserve and become available for future stock
option grants.
Options may be exercised by payment of the option price
in cash, check or cash equivalent. All options granted under
the Directors Option Plan shall be nonqualified stock options,
that is options which do not meet the requirements of Section
422 of the Internal Revenue Code of 1986, as amended. Options
are non-assignable and non-transferable and may be exercised
only by the optionee. In the event of a transfer of control
or the dissolution of the Corporation, the optionee shall have
30 days within which to exercise the options to the extent of
all or any part of the shares subject to such options.
The Board may terminate or amend the Directors Option
Plan at any time, but without the approval of stockholders,
the Board may not amend the Directors Option Plan to
increase the number of shares subject thereto or to change
the class of persons eligible to receive options thereunder.
STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table contains information regarding the
ownership of the Common Stock of the Corporation as of March
31, 1995, by all persons who, to the knowledge of the
Corporation, were the beneficial owners of 5% or more of the
outstanding shares of Common Stock of the Corporation, each
director and director nominee of the Corporation, the Chief
Executive Officer and each of the four other most highly
compensated executive officers, and all current directors
and executive officers of the Corporation as a group:
<TABLE>
<CAPTION>
APPROXIMATE
AMOUNT AND NATURE PERCENT OF COMMON
NAME BENEFICIAL OWNERSHIP(1) STOCK OUTSTANDING
<S> <C> <C>
5% Stockholders
FMR Corp. (2)
82 Devonshire Street
Boston, Massachusetts 02109 7,715,400 11.9%
Directors and Executive Officers
D. Kenneth Coulter (3) 137,287 *
Frank J. Bergandi (4) 46,250 *
Howard H. Graham (5) 94,263 *
Albert F. Knorp, Jr. (6) 119,740 *
James L. Koch (7) 56,000 *
Thomas A. McDonnell (8) 100,000 *
Mike Saranga (9) 50,000 *
Phillip E. White (10) 512,804 *
Cyril J. Yansouni (11) 10,000 *
All current directors and executive 1,784,158 2.7%
officers as a group (17 persons) (12)
</TABLE>
_______________
* Represents less than 1% of the outstanding shares.
(1) To the Corporation's knowledge, the persons named in
the table under "Directors and Executive Officers" have sole
voting and investment power with respect to all shares of
Common Stock shown as beneficially owned by them, subject to
community property laws where applicable.
(2) The Schedule 13G dated February 13, 1995 which was filed with
the Securities and Exchange Commission by FMR Corp. states that FMR
Corp. through its wholly-owned subsidiaries, Fidelity Management and
Research Company and Fidelity Management Trust Company, have investment
discretion with respect to 7,308,600 and 406,800 shares, respectively,
which were owned by various investment companies and institutional
accounts.
(3) Includes 133,750 shares subject to options currently
exercisable or exercisable within 60 days of March 31, 1995.
(4) Includes 46,250 shares subject to options currently
exercisable or exercisable within 60 days of March 31, 1995.
(5) Includes 92,500 shares subject to options currently
exercisable or exercisable within 60 days of March 31, 1995.
(6) Includes 20,000 shares subject to options currently
exercisable or exercisable within 60 days of March 31, 1995.
(7) Includes 55,000 shares subject to options currently
exercisable or exercisable within 60 days of March 31, 1995.
(8) Includes 80,000 shares subject to options currently
exercisable or exercisable within 60 days of March 31, 1995.
(9) Includes 50,000 shares subject to options currently
exercisable or exercisable within 60 days of March 31, 1995.
(10) Includes 508,000 shares subject to options currently
exercisable or exercisable within 60 days of March 31, 1995.
(11) Includes 10,000 shares subject to options currently
exercisable or exercisable within 60 days of March 31, 1995.
(12) See footnotes 3-11. Also includes, 642,404 shares
subject to options held by executive officers and currently
exercisable or exercisable within 60 days of March 31, 1995.
APPROVAL OF AMENDMENT TO THE CORPORATION'S RESTATED CERTIFICATE OF
INCORPORATION
(ITEM B ON PROXY CARD)
The Board of Directors recommends an amendment of the Corporation's
Restated Certificate of Incorporation to increase the number of
authorized shares of Common Stock, par value $.01 per share ("Common
Stock"), from 150,000,000 to 350,000,000 shares. As of March 31, 1995,
[65,000,000] shares of Common Stock were issued and outstanding and
[5,500,000] shares were reserved for issuance under the Corporation's
stock option plans and employee stock purchase plan. The Corporation
also has reserved a total of 100,000 shares of its Preferred Stock for
issuance in certain circumstances under its Amended and Restated
Preferred Shares Rights Agreement. The remaining 4,900,000 shares of
the Corporation's authorized but unissued Preferred Stock may be issued
with such rights, preferences, and limitations as the Board of Directors
may determine from time to time.
The Corporation has no present plans, understandings or agreements
for the issuance or use of the proposed additional shares of Common
Stock. However, the Board of Directors believes that the proposed
increase is desirable so that, as the need may arise, the Corporation
will have more financial flexibility and be able to issue shares of
Common Stock, without the expense and delay of a special stockholders'
meeting, in connection with possible stock dividends, or stock splits
accomplished through stock dividends, equity financings, future
opportunities for expanding the business through investments or
acquisitions and management incentive and employee benefit plans and
for other purposes.
Authorized but unissued shares of the Corporation's Common Stock
may be issued at such times, for such purposes and for such
consideration as the Board of Directors may determine to be appropriate
without further authority from the Corporation's stockholders, except as
otherwise required by applicable law or stock exchange policies.
Although the Board of Directors has no present intention of doing
so, the Corporation's authorized but unissued Common Stock and Preferred
Stock could be issued in one or more transactions which would make more
difficult or costly, and less likely, a takeover of the Corporation.
Issuing additional shares of stock would also have the effect of
diluting the stock ownership of persons seeking to obtain control of the
Corporation. Moreover, certain companies, including the Corporation,
have issued rights to purchase their common and preferred stock, with
such rights having terms designed to encourage potential acquirors of
the Corporation to negotiate with the Corporation's board of directors.
The authorized but unissued shares of Common Stock and Preferred Stock
would be available for use in connection with the issuance of such
rights. The proposed amendment to the Corporation's Restated
Certificate of Incorporation is not being recommended in response to
any specific effort of which the Corporation is aware to obtain control
of the Corporation, nor is the Board of Directors currently proposing to
adopt any anti-takeover measures.
The adoption of the proposed amendment of the Restated Certificate
of Incorporation to increase the number of authorized shares of Common
Stock from 150,000,000 to 350,000,000 shares will require the
affirmative vote of the holders of a majority of the outstanding
shares of Common Stock. Therefore, abstentions and broker
non-votes will have the effect of votes against the amendment.
THE INFORMIX BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR
THE AMENDMENT OF THE INFORMIX CORPORATION RESTATED CERTIFICATE OF
INCORPORATION.
RATIFICATION OF APPOINTMENT OF AUDITORS
(ITEM C ON PROXY CARD)
The Board selects the Corporation's independent
auditors on an annual basis for each ensuing fiscal year, to
serve at the discretion of the Board. The Informix Board of
Directors has engaged Ernst & Young as independent auditors
to audit the consolidated financial statements of the Corporation
for fiscal year 1995.
If the stockholders, by the affirmative vote of the
holders of a majority of the shares of Common Stock present
or represented at the Annual Meeting, do not ratify the
appoint of Ernst & Young, the selection of independent
auditors will be reconsidered by the directors. Abstentions
and broker non-votes will be counted for purposes of
determining the presence or absence of a quorum, but will
not be considered as cast either for or against this
proposal, and accordingly, will not be counted when
determining whether or not this proposal has been approved.
Notwithstanding the selection, the Board, in its discretion,
may direct the appointment of a new independent auditing
firm at any time during the year if the Board feels that
such a change would be in the best interests of the
Corporation and its stockholders.
Ernst & Young has examined the financial statements of
the Corporation since 1988. A representative of Ernst &
Young will be present at the Annual Meeting and will be
given the opportunity to make a statement and respond to
appropriate questions.
THE INFORMIX BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A
VOTE FOR RATIFICATION OF APPOINTMENT OF AUDITORS.
OTHER BUSINESS
The Board knows of no business which will be presented
for consideration at the Annual Meeting other than as stated
herein and in the Notice of Meeting attached hereto. If,
however, other matters are properly brought before the
meeting, it is the intention of the persons named in the
accompanying form of proxy to vote the shares represented
thereby on such matters as directed by the Board of Directors.
STOCKHOLDER PROPOSALS TO BE PRESENTED AT THE NEXT ANNUAL
MEETING
Proposals of stockholders intended to be presented at
the next Annual Meeting of Stockholders of the Corporation
(1) must be received by the Corporation at its offices no
later than December 13, 1995, and (2) must satisfy the
conditions established by the Securities and Exchange
Commission for stockholder proposals to be included in the
Corporation's Proxy Statement for that meeting.
EXECUTIVE COMPENSATION
The following table shows, as to the Chief Executive Officer
and each of the four other most highly compensated executive
officers whose salary plus bonus exceeded $100,000,
information concerning compensation paid for services to the
Corporation in all capacities during the fiscal years ended
December 31, 1994, 1993 and 1992:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long Term
Compensation
Annual Compensation Awards
Securities
Other Annual Underlying All Other
Name and Salary Bonus Compensation Options Compensation
Principal Position Year ($) ($)(1) ($) (#)(2) ($)
<S> <C> <C> <C> <C> <C> <C>
Phillip E. White 1994 387,000 300,000 0 100,000 3,000(3)
Chairman, President and 1993 363,666 315,000 0 190,000 59,041
Chief Executive Officer 1992 337,500 421,000 0 400,000 53,680
Mike Saranga (4) 1994 212,000 150,000 0 40,000 3,844(5)
Sr. Vice President, 1993 127,308 93,000 0 160,000 125,952
Product Management and
Development
Howard H. Graham 1994 226,667 130,000 0 50,000 2,406(6)
Sr. Vice President, Finance 1993 210,500 152,800 0 60,000 1,870
and Chief Financial Officer 1992 196,250 201,000 0 100,000 1,370
D. Kenneth Coulter (7) 1994 210,082 128,622 0 35,000 25,494(8)
Sr. Vice President, Europe, 1993 242,325 95,494 0 50,000 22,686
Middle East and Africa 1992 233,972 128,729 0 100,000 20,750
Frank J. Bergandi (9) 1994 166,250 165,451 0 25,000 516(10)
Vice President, North
American Sales
</TABLE>
_______________
(1) Bonuses awarded pursuant to Executive Incentive
Compensation Plan. See "Report of the Compensation
Committee of the Board of Directors" below.
(2) Adjusted to give effect to the 2 for 1 stock splits
effected in the form of stock dividends declared in June
1993 and September 1992.
(3) Includes $1,500 for group paid life insurance paid by
the Corporation and $1,500 for a 401K Plan corporate matching
contribution.
(4) Mr. Saranga became an employee and an executive officer of the
Corporation in May 1993.
(5) Includes $2,344 for group paid life insurance paid by the
Corporation and $1,500 for a 401K Plan corporate matching contribution.
(6) Includes $906 for group paid life insurance paid by the
Corporation and $1,500 for a 401K Plan corporate matching
contribution.
(7) Adjusted to US dollar equivalents based on foreign
exchange rates on December 31, 1994, 1993 and 1992,
respectively.
(8) Funds paid into a pension plan for Mr. Coulter.
(9) Mr. Bergandi became an executive officer of the Corporation in
April 1994.
(10) Group paid life insurance paid by the Corporation.
<TABLE>
<CAPTION>
OPTION GRANTS IN LAST FISCAL YEAR
INDIVIDUAL GRANTS
NUMBER OF POTENTIAL REALIZABLE VALUE
SECURITIES % OF TOTAL AT ASSUMED ANNUAL RATES OF
UNDERLYING OPTIONS GRANTED EXERCISE STOCK PRICE APPRECIATION
OPTIONS TO EMPLOYEES PRICE EXPIRATION FOR OPTION TERM (3)
NAME GRANTED (#)(1) IN FISCAL YEAR ($/SH)(2) DATE 5% ($) 10% ($)
<S> <C> <C> <C> <C> <C> <C>
Phillip E. White (4) 100,000 7.4 15.00 5/11/2004 943,342 2,390,614
Mike Saranga 40,000 3.0 15.00 5/11/2004 377,337 956,245
Howard H. Graham (4) 50,000 3.7 15.00 5/11/2004 471,671 1,195,307
D. Kenneth Coulter 35,000 2.6 15.00 5/11/2004 330,170 836,715
Frank J. Bergandi 25,000 1.9 15.00 5/11/2004 235,835 597,653
</TABLE>
_______________
(1) Options granted in 1994 are exercisable starting 12
months after the grant date, with 25% of the shares becoming
exercisable at that time and with an additional 25% of the
option shares becoming exercisable on each successive
anniversary date, with full vesting occurring on the fourth
anniversary date. Under the terms of the option plan, the
Compensation Committee retains discretion, subject to plan
limits, to modify the terms of outstanding options.
The options were granted for a term of ten years,
subject to earlier termination in certain events related to
termination of employment.
(2) The exercise price and tax withholding obligations
related to exercise may be paid by delivery of already owned
shares, subject to certain conditions.
(3) The 5% and the 10% assumed rates of appreciation are
mandated by the rules of the Securities and Exchange
Commission and do not represent the Corporation's estimate
or projection of the future Common Stock price. Of course,
the actual realizable value of the stock options will depend
on the appreciation of the stock price and the executive
officer's continued employment with the Corporation through
the applicable vesting periods of the stock options.
(4) The terms of the stock options granted to Messrs. White
and Graham in 1994 and prior years provide that such stock
options shall become fully vested and immediately
exercisable in the event of a change in control of the
Corporation. A change in control of the Corporation is
defined as a sale or exchange of securities by the
stockholders of the Corporation, a merger involving the
Corporation or a sale of all or substantially all of the
assets of the Corporation, wherein the stockholders of the
Corporation immediately before the sale or exchange, merger
or sale of assets do not retain, directly or indirectly, at
least a majority of the beneficial interests in the voting
securities of (i) the Corporation, in the event of a sale or
exchange, (ii) the resultant corporation, in the event of a
merger, or (iii) the transferee corporation or corporations,
in the event of a sale of assets.
<TABLE>
<CAPTION>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
NUMBER OF SECURITIES UNDERLYING VALUE OF UNEXERCISED
SHARES UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS AT
ACQUIRED ON VALUE AT FISCAL YEAR-END (#) FISCAL YEAR END ($)(1)
NAME EXERCISE (#) REALIZED ($)(1) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
<S> <C> <C> <C> <C> <C> <C>
Phillip E. White 160,000 3,389,375 345,500 442,500 8,710,625 8,819,688
Mike Saranga 30,000 246,250 10,000 160,000 125,625 2,192,500
Howard H. Graham 100,000 2,033,125 40,000 165,000 846,563 3,385,000
D. Kenneth Coulter 71,800 1,582,469 87,500 122,500 2,348,438 2,404,063
Frank J. Bergandi 25,000 338,625 7,500 97,500 111,563 1,962,813
</TABLE>
_______________
(1) Market value of the underlying securities at exercise
date or year-end, as the case may be, minus the exercise
price.
TRANSACTIONS WITH MANAGEMENT
In June 1993, the Corporation made a loan in the
principal amount of $150,000 to Mr. Saranga, Senior Vice
President of Product Management and Development, in connection
with his accepting employment by the Corporation. Principal
advanced under the loan bears interest at 3.56% per annum,
payable monthly in arrears, and is due and payable in full
on the earliest of June 2, 1995, the date Mr. Saranga sells
his Connecticut property or the date Mr. Saranga's
employment with the Corporation is terminated. The loan is
secured by a second deed of trust on property acquired by
Mr. Saranga in California.
Mr. Knorp, a director of the Corporation, was a partner in
the law firm of Lewis, Knorp, Walsh & Kavalaris, which provided
legal services to the Corporation in 1994 in connection with
corporate and licensing matters.
Notwithstanding anything to the contrary set forth in
any of the Corporation's previous filings under the
Securities Act of 1933, as amended, or the Securities
Exchange Act of 1934, as amended, that might incorporate
future filings, including this Proxy Statement, in whole or
in part, the following report and the Performance Graph shall
not be incorporated by reference into any such filings, nor
shall they be deemed to be soliciting material or deemed filed
with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, or under the Securities
Exchange Act of 1934, as amended.
REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF
DIRECTORS
The duty of the Compensation Committee of Informix (the
"Committee") is to set and administer policies for the
Corporation's compensation programs, which include base and
incentive pay plans, stock option and employee stock
purchase plans, and other employee benefit plans. The
Committee is comprised of four outside members of the Board
of Directors, Messrs. Knorp, Koch, McDonnell and Yansouni.
The Corporation, at the request of the Committee, has
retained the services of Towers Perrin to assist the
Committee in connection with its duties. Towers Perrin has
provided these services to the Committee since 1991. As
part of these services, Towers Perrin advises the Committee
on the reasonableness of compensation paid to executive
officers of the Corporation and how the overall level of
compensation paid to executive officers compares to that
paid by other companies that compete with the Corporation
for executive employees (the "Comparison Companies").
The Comparison Companies are a group of companies in
the computer industry that are either the source of
executive employees for the Corporation or which offer
employment to candidates from the Corporation. The
Comparison Companies are generally headquartered in the same
geographic area as the Corporation and have similar
international presences, market capitalizations and numbers
of employees. They comprise approximately 50% of the
companies shown in the following Hambrecht & Quist Software
Sector Index shown on the stock comparison graph below. The
Committee believes that the Comparison Companies is the best
group for comparing the Corporation's compensation levels
because the Corporation competes with this group of
companies for employees while the companies that comprise
the H&Q Software Sector Index, the group used for stock
performance, are the best for evaluating the Corporation's
stock performance because they represent the companies whose
products and services compete with those of the Corporation.
Based upon the advice that the Committee receives from
Towers Perrin, the Committee sets the annual compensation
(base salary plus incentive compensation) of and stock
option grants to the CEO. In addition, the Committee
reviews the annual compensation and stock option grants
recommended by management for all executive officers, and
with the advice of Towers Perrin, approves compensation
levels and stock option grants.
The Committee believes that annual compensation and
benefit plans need to be managed as an investment in the
Corporation's employees with the expectation that the
employees will contribute to defined levels of financial
performance and return to the Corporation's investors. An
individual's annual compensation and stock option grants
will vary in relation to the individual's position with the
Corporation and that person's individual performance. The
goal is to provide cash compensation targeted at the 50th
percentile of that provided by the Comparison Companies for
base pay and to provide a total cash compensation through
incentive bonuses at the 75th percentile for superior
performance. The stock option grants given to employees are
intended to provide long-term incentive compensation and as
supplemental retirement benefits for employees. The stock
grants are set at multiples of base salary scaling down
from the CEO to non-executive employees. Grants are generally
targeted at the 50th percentile of that provided by the
Comparison Companies with grants to superior performing employees
targeted at the 75th percentile. In making stock grants, the
Committee also considers the historical and expected contributions
of the employee and previous grants to that employee.
Other than a 401K Plan for US employees and as required
by competitive practice or law in certain foreign countries
where the Corporation has offices and employees, the
Corporation does not provide retirement benefits for its
employees.
The total compensation program is designed to support
and complement the Corporation's mission, management
philosophy, business strategies and employee relations
goals; attract and retain able, skilled and motivated
employees; and allow international locations to adapt
compensation plans to local customs and requirements.
The CEO and all other executive officers receive a base
salary that is generally adjusted annually to reflect
changes in market conditions, the Corporation's performance
and individual responsibilities. In addition, the CEO and
all other executive officers and certain other key
management employees participate in an annual Executive
Incentive Compensation Plan (the "EICP"). Bonuses paid
under the EICP are based on the officer's performance and on
the performance of the Corporation as measured by financial
objectives established by the Committee at the beginning of
each fiscal year. In 1994 and again in 1995 the corporate
financial objectives were and are operating profit and
revenue growth, each rated equally in importance. The
financial objectives are reviewed by the Committee each year
and those used in a particular year are intended to reflect
those areas most necessary to maximize the return to
investors. Depending on the employee's level, target
compensation under the EICP ranges from 20% to 60% of the
employee's base salary. If the Corporation's financial and
the individual's personal objectives are exceeded it is
possible for the actual bonus amounts to exceed the target
amounts. The 1994 and 1995 EICPs have a 300% cap on the bonus
amount that can be paid. Any amount in excess of 200% is carried
over and paid in the following year, provided the individual remains
an employee of the Corporation.
Mr. White's base salary for 1994 was determined by
review of base salaries paid to CEO's of the Comparison
Companies. Mr. White's base salary for 1994 was at the
median of the CEO salaries of the Comparison Companies based
on information available for salaries paid in 1993. Mr. White's 1994
EICP participation was based 80% on the Corporation's financial
performance and 20% on his personal performance. While Mr. White's
target payout was 60% of base salary at targeted levels of
performance, his actual payout was 76% of base salary as a
result of the Corporation achieving results in excess
of its financial performance objectives in 1994, including the timely
release of new products.
Messrs. Bergandi and Coulter participate in the
EICP, but, in addition to the objectives described above, a
portion of their incentive compensation is determined by the
results of their respective sales organizations. The EICP
and incentive compensation portion of the annual
compensation for the other four most highly compensated
officers was an average of 70% of each person's 1994 total
base salary.
During 1994, the Committee considered and granted stock
options to the executive officers of the Corporation,
including Mr. White. Each of the officers received grants
based on his or her performance, level of responsibility,
historical and expected contribution to the Corporation's
success and previous grants. Mr. White received a stock
option grant covering 100,000 shares based on his senior
position with the Corporation, his previous grants and his
past and expected contributions to the Corporation's future
success. Each option was granted at the fair market value
on the date of grant and will only be of value to the
employee if, and when, the price of the Corporation's stock
exceeds the exercise price of the option and only if the
employee remains with the Corporation for the entire term of
the option vesting schedule.
The Committee has been advised that none of the
Corporation's Executive Officers will receive compensation
in 1995 that will result in the loss of a corporate federal
income tax deduction under I.R.C. Section 162(m). In the
future it is the intention of the Committee to design
compensation plans for executive officers in such a way that
the compensation is deductible under I.R.C. Section 162(m).
Compensation Committee Members:
Albert F. Knorp, Jr.
James L. Koch
Thomas A. McDonnell
Cyril J. Yansouni
CORPORATION STOCK PRICE PERFORMANCE
The following graph shows a five-year comparison of
cumulative total stockholder returns (1) for the
Corporation, the Nasdaq Stock Market Index (US) (2) and the
Hambrecht & Quist Software Sector Index (3) for the period
commencing on the last trading day in December 1989 and ending
on the last trading day in December 1994.
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN
[The performance graph has been omitted and is described in
the appendix filed herewith. The following table sets forth
the data points plotted on the omitted graph.]
<TABLE>
<CAPTION>
1989 1990 1991 1992 1993 1994
<S> <C> <C> <C> <C> <C> <C>
Informix $100 $29 $89 $472 $553 $836
Nasdaq Stock Market Index (US) $100 $85 $136 $159 $181 $177
H&Q Software Sector Index $100 $111 $215 $241 $258 $325
</TABLE>
______________
(1) Assumes that $100 was invested on the last trading day in
December 1989, at the Corporation's closing sales price in the
Corporation's Common Stock and each index and that all dividends
were reinvested. No cash dividends have been declared on the
Corporation's Common Stock. Stockholder returns over the
indicated period should not be considered indicative of
future stockholder returns.
(2) The Nasdaq Stock Market Index (US) was prepared by the
Center for Research in Security Prices and includes all U.S.
Nasdaq Stock Market companies.
(3) The H&Q Software Sector Index is a subset of the H&Q
Technology Index and is comprised of publicly traded stocks
considered by H&Q as representative of the software
marketplace as a whole.
By Order of the Board of Directors,
David H. Stanley, Secretary
<PAGE>
APPENDIX TO PROXY STATEMENT
FOR ELECTRONICALLY FILED DOCUMENT
1. Performance Graph. The performance graph required by
Item 402(l) of Regulation S-K is set forth in the paper copy
of the Proxy Statement immediately following the caption
"COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN".
The performance graph plots the data points listed below the
graph for the data sets (i) Informix, (ii) Nasdaq Stock
Market Index (US) and (iii) H&Q Software Sector Index. The
graph has a horizontal axis at its bottom which lists from
left to right the dates Dec-89, Dec-90, Dec-91, Dec-92, Dec-93
and Dec-94. The graph has a vertical axis at its left
which lists from bottom to top the numbers 0, 200, 400, 600,
800 and 1000. The data points for each data set are
plotted on the graph and are connected by a line. The line
connecting the data points in the Informix data set is bold,
while the lines connecting the data points in the Nasdaq Stock
Market Index (US) data set and the H&Q Software Sector Index
data set are normal and dashed, respectively.
<PAGE>
PROXY
INFORMIX CORPORATION
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
The undersigned hereby appoints Phillip E. White and
David H. Stanley and either of them, as attorneys of the
undersigned with full power of substitution, to vote all
shares of stock which the undersigned is entitled to vote at
the Annual Meeting of Stockholders of Informix Corporation,
to be held at the Corporation's headquarters located at 4100
Bohannon Drive, Menlo Park, California, on Thursday,
May 18, 1995 at 5:00 p.m., local time, and at any
continuation or adjournment thereof, with all the powers
which the undersigned might have if personally present at
the meeting.
The undersigned hereby acknowledges receipt of the
Notice of Annual Meeting and Proxy Statement, dated April
11, 1995, and hereby expressly revokes any and all proxies
heretofore given or executed by the undersigned with respect
to the shares of stock represented by this Proxy and by
filing this Proxy with the Secretary of the Corporation,
gives notice of such revocation.
WHERE NO CONTRARY CHOICE IS INDICATED BY THE
STOCKHOLDER, THIS PROXY, WHEN RETURNED, WILL BE VOTED FOR
SUCH PROPOSALS AND WITH DISCRETIONARY AUTHORITY UPON SUCH
OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING. THIS
PROXY MAY BE REVOKED AT ANY TIME PRIOR TO THE TIME IT IS
VOTED.
PLEASE COMPLETE, DATE AND SIGN THIS PROXY AND RETURN
PROMPTLY IN THE ENCLOSED ENVELOPE.
SEE REVERSE SIDE
<PAGE>
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE FOLLOWING:
A. ELECTION OF CLASS II FOR the two nominees listed below
DIRECTORS: (except as marked to the contrary
below)
/ /
WITHHOLD AUTHORITY to vote for
all of the nominees listed below
/ /
JAMES L. KOCH and THOMAS A. MCDONNELL
(Instruction: To withhold authority to vote for any
individual nominee, write that nominee's name in the space
provided below.)
B. To approve the amendment of Article Four, Section 1 of the
Corporation's Restated Certificate of Incorporation to increase the
authorized number of shares of the Corporation's $.01 par value Common
Stock by 200,000,000 shares.
FOR / / AGAINST / / ABSTAIN / /
C. To approve the selection of Ernst & Young as independent
auditors for the fiscal year ending December 31, 1995.
FOR / / AGAINST / / ABSTAIN / /
D. With discretionary authority, upon such other matters
as may properly come before the meeting.
MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT / /
Please date and sign exactly as your name or names
appear hereon. Corporate or partnership proxies should be
signed in full corporate or partnership name by an
authorized person. Persons signing in a fiduciary capacity
should indicate their full titles in such capacity.
Signature:__________________ Date_____________
Signature:__________________ Date_____________
