<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. 1)
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):
___ $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:
X 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:
____________
(1) Set forth the amount on which the filing fee is
calculated and state how it was determined.
<PAGE>
INFORMIX
April 10, 1996
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 16, 1996 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 III 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 150,000,000
shares; and (iii) ratify the appointment of Ernst & Young LLP 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 1996 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 16, 1996,
at 5:00 p.m., local time, at the Corporation's headquarters,
located at 4100 Bohannon Drive, Menlo Park, California, for
the following purposes:
1. To elect two class III 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 150,000,000 shares.
3. To vote upon a proposal to ratify the appointment
of Ernst & Young LLP as the Corporation's independent auditors for
the 1996 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 28, 1996 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 10, 1996
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 16, 1996 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 $7,000
plus normal out-of-pocket expenses for its assistance in
preparing soliciting material and soliciting proxies.
The date of this Proxy Statement is April 10, 1996, 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,
1995, including financial statements, is included with this
Proxy Statement.
On March 28, 1996, the record date for the Annual
Meeting, the Corporation had outstanding 148,588,894 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 1996 Annual
Meeting, two directors in Class III are to be elected to a term
expiring at the 1999 Annual Meeting, or until their successors
are duly elected and qualified. Directors in Class I (Mr. Yansouni)
and Class II (Messrs. Koch and McDonnell) and have been elected to
terms expiring at the Annual Meetings in 1997 and 1998, respectively,
or until their successors are duly elected and qualified.
The Corporation's two nominees for Class III director are
Albert F. Knorp, Jr. and Phillip E. White. Both are Class III
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. KNORP AND WHITE AS CLASS III
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 52 1991
Thomas A. McDonnell 50 1988
Class III Directors
Albert F. Knorp, Jr. 60 1984
Phillip E. White 53 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
Informix since 1985. Mr. Knorp has been of counsel to 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. Mr. Knorp serves as
Chairman of the Nominating Committee and as a member of the Audit and
Compensation Committees.
James L. Koch has been 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 Informix in February 1988.
He has served as Chief Executive Officer of DST Systems, Inc. ("DST"), a
transfer agent for mutual funds, stocks and bonds, since October 1984
and as a director of DST since 1971. He has served as President of DST
from 1973 until October 1984 and from March 1987 to the present, and was
its Treasurer from 1973 to September 1995. Mr. McDonnell was Executive
Vice President of Kansas City Southern Industries, Inc. ("KCSI"), a
holding company and the former parent of DST, from August 1983 to
November 1995 and was a director of KCSI from August 1983 to November
1995. 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 Nellcor-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 Informix's Chief Executive Officer
and a director since January 1989. He has held the additional office 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, and of Legato Systems, a manufacturer
and developer of network storage management software products.
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 1995, the Board of Directors of the Corporation
held a total of eight 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 audit 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 1995, 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 the Corporation's 1986 Stock
Option Plan, 1992 Equity Incentive 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 1995, the Compensation Committee met four 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 two meetings
during 1995, for the purpose of nominating Messrs. Knorp and
White 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 SEC 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 COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The following individuals served as members of the Compensation
Committee of the Board of Directors of the Corporation: Albert F. Knorp,
Jr., James L. Koch, Thomas A. McDonnell and Cyril J. Yansouni. Mr. Knorp
also served as an Assistant Secretary of the Corporation during the
fiscal year ended December 31, 1995 and continues to serve in such
capacity. Mr. Knorp is of counsel to the law firm of Gray Cary Ware &
Freidenrich which provided legal services to the Corporation in 1995 in
connection with corporate and licensing matters. Mr. McDonnell is the
President, Chief Executive Officer and a director of DST Systems, Inc.
("DST"). Affiliates of DST paid approximately $500,000 to the
Corporation in 1995 for products and services.
COMPENSATION OF DIRECTORS
For the fiscal year ended December 31, 1995, 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, 1996,
the outside directors will continue to receive the same
compensation as they received in 1995. 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 1995, 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 1995,
and will not in 1996, 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 1,600,000 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 1995, Messrs. Koch and McDonnell were each granted an
option for 30,000 shares upon re-election to the Board which
vests pro-rata over a three year period from the date of grant.
The foregoing number of shares has been adjusted to give effect
to the two-for-one stock split effected in the form of a stock
dividend in June 1995. Assuming Mr. Knorp is re-elected to the
Board at the 1996 Annual Meeting, he will be granted an option for
15,000 shares which will vest pro-rata over a 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 director 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 28, 1996, 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
The Equitable Companies
Incorporated (2) 7,576,871 5.1%
20th Century Companies, Inc. (3) 8,006,400 5.4%
Directors and Executive Officers
D. Kenneth Coulter (4) 265,238 *
Howard H. Graham (5) 184,222 *
Albert F. Knorp, Jr. 143,180 *
James L. Koch (6) 88,000 *
Thomas A. McDonnell (7) 130,000 *
Mike Saranga 133,399 *
Phillip E. White (8) 1,138,657 *
Edwin C. Winder (9) 284,816 *
Cyril J. Yansouni (10) 30,000 *
All current directors and executive
officers as a group (20 persons) (11) 5,350,376 3.6%
</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) This information is based solely on the Schedule 13G dated
February 9, 1996 which was filed with the Securites and Exchange
Comission by The Equitable Companies Incorporated which states that
these shares were beneficially owned by subsidiaries of The
Equitable Companies Incorporated as of December 31, 1995.
(3) This information is based solely on the Schedule 13G dated
February 9, 1996 which was filed with the Securites and Exchange
Comission by 20th Century Companies, Inc. which states that
these shares were beneficially owned by 20th Century Companies,
Inc., and its affiliates, James E. Stowers and Investors Research
Corporation ("IRC"), as of December 31, 1995 by virtue of IRC's
management of certain investment companies and institutional
investor accounts.
(4) Includes 257,500 shares subject to options currently
exercisable or exercisable within 60 days of March 28, 1996.
(5) Includes 180,000 shares subject to options currently
exercisable or exercisable within 60 days of March 28, 1996.
(6) Includes 86,000 shares subject to options currently
exercisable or exercisable within 60 days of March 28, 1996.
(7) Includes 90,000 shares subject to options currently
exercisable or exercisable within 60 days of March 28, 1996.
(8) Includes 1,127,500 shares subject to options currently
exercisable or exercisable within 60 days of March 28, 1996.
(9) Includes 272,500 shares subject to options currently
exercisable or exercisable within 60 days of March 28, 1996.
(10) Includes 30,000 shares subject to options currently
exercisable or exercisable within 60 days of March 28, 1996.
(11) See footnotes 4-10. Also includes, 932,789 shares subject
to options currently exercisable or exercisable within 60 days of
March 28, 1996.
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 350,000,000 to 500,000,000 shares. As of March 28, 1996,
148,588,894 shares of Common Stock were issued and outstanding and
22,363,200 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 350,000 shares of its Preferred Stock for
issuance in certain circumstances under its Amended and Restated
Preferred Shares Rights Agreement. The remaining 4,650,000 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 new 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 350,000,000 to 500,000,000 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 INDEPENDENT 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 LLP as independent auditors
to audit the consolidated financial statements of the Corporation
for fiscal year 1996.
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 LLP, the selection of independent
auditors will be reconsidered by the Board. 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 LLP has audited the financial statements of
the Corporation since 1988. A representative of Ernst &
Young LLP 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 ERNST & YOUNG LLP AS
INDEPENDENT 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 11, 1996, 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 sets forth the compensation paid to or earned
by the Corporation's Chief Executive Officer and the Corporation's four
other most highly compensated executive officers for services rendered
to the Corporation during the fiscal years ended December 31, 1995, 1994
and 1993:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long Term
Compensation
Awards
Annual Securities
Compensation Underlying All Other
Name and Salary Bonus Options Compensation
Principal Position Year ($) ($) (#)(1) ($)
<S> <C> <C> <C> <C> <C>
Phillip E. White 1995 421,667 400,000 250,000 4,256(2)
Chairman, President 1994 387,000 300,000 100,000 3,000
and Chief Executive 1993 363,666 315,000 190,000 2,500
Officer
Howard H. Graham 1995 244,333 200,000 120,000 3,363(3)
Sr. Vice President, 1994 226,667 130,000 50,000 2,406
Finance and Chief 1993 210,500 152,800 60,000 1,870
Financial Officer
D. Kenneth Coulter (4) 1995 227,100 194,102 60,000 3,226(5)
Sr. Vice President, 1994 210,082 128,622 35,000 25,494
International 1993 171,592 166,227 50,000 22,686
Mike Saranga (6) 1995 229,333 168,000 130,000 5,525(7)
Sr. Vice President, 1994 212,000 150,000 40,000 3,844
Product Management and 1993 127,308 193,000 160,000 1,406
Development
Edwin C. Winder 1995 206,667 145,725 50,000 3,363(8)
Sr. Vice President, 1994 193,750 126,142 30,000 2,406
Japan Operations 1993 172,449 154,188 40,000 1,531
</TABLE>
_______________
(1) Adjusted to give effect to the two for one stock split
effected in the form of stock dividends declared in June
1995.
(2) Includes $2,256 for group paid life insurance paid by
the Corporation and $2,000 for a 401K Plan corporate matching
contribution.
(3) Includes $1,363 for group paid life insurance paid by the
Corporation and $2,000 for a 401K Plan corporate matching
contribution.
(4) Adjusted to US dollar equivalents based on foreign
exchange rates on December 31, 1995, 1994 and 1993,
respectively.
(5) Includes $969 for group paid life insurance paid by the
Corporation and $2,257 paid into a pension plan for Mr. Coulter.
(6) Mr. Saranga became an employee and an executive officer of the
Corporation in May 1993.
(7) Includes $3,525 for group paid life insurance paid by the
Corporation and $2,000 for a 401K Plan corporate matching
contribution.
(8) Includes $1,363 for group paid life insurance paid by the
Corporation and $2,000 for a 401K Plan corporate matching
contribution.
<TABLE>
<CAPTION>
OPTION GRANTS IN LAST FISCAL YEAR
INDIVIDUAL GRANTS
NUMBER OF POTENTIAL REALIZABLE VALUE
SECURITIES % OF TOTAL AT ASSUMED ANNUAL RATES OF
UNDERLYING OPTIONS GRANTED EXERCISE STOCK PRICE APPRECIATION
OPTIONS TO EMPLOYEES PRICE EXPIRATION FOR OPTION TERM (3)
NAME GRANTED (#)(1) IN FISCAL YEAR ($/SH)(2) DATE 5% ($) 10% ($)
<S> <C> <C> <C> <C> <C> <C>
Phillip E. White (4) 250,000 6.6122 18.25 4/18/2005 2,869,332 7,271,450
Howard H. Graham (4) 120,000 3.1738 18.25 4/18/2005 1,377,279 3,490,296
D. Kenneth Coulter 60,000 1.5869 18.25 4/18/2005 688,640 1,745,148
Mike Saranga 130,000 3.4383 18.25 4/18/2005 1,492,053 3,781,154
Edwin C. Winder 50,000 1.3224 18.25 4/18/2005 573,866 1,454,290
</TABLE>
_______________
(1) Options granted in 1995 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. The number of shares shown has been adjusted to
give effect to the two-for-one stock split effected in the form
of a stock dividend in June 1995.
(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 1995 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 266,000 5,597,868 770,000 790,000 19,181,536 15,654,990
Howard H. Graham 175,000 3,019,621 50,000 305,000 1,175,625 5,700,310
D. Kenneth Coulter 117,500 2,592,981 150,000 212,500 3,641,012 4,275,310
Mike Saranga 120,000 2,180,308 0 350,000 0 6,112,492
Edwin C. Winder 50,000 1,107,410 195,000 165,000 5,300,618 3,247,186
</TABLE>
_______________
(1) Market value of the underlying securities at exercise
date or year-end, as the case may be, minus the exercise
price.
The number of shares shown have been adjusted to give effect to the
two-for-one stock split effected in the form of a stock dividend in June
1995.
TRANSACTIONS WITH MANAGEMENT
In June 1993, the Corporation made a loan in the principal
amount of $150,000 to Mr. Saranga, Senior Vice President, Product
Management and Development, in connection with his accepting
employment by the Corporation. The loan is secured by a second deed
of trust on property acquired by Mr. Saranga in California and was
originally due and payable in full on the earliest of June 2,
1995, the date Mr. Saranga sold his Connecticut property or the
date Mr. Saranga's employment with the Corporation was terminated.
In June 1995, Mr. Saranga and the Corporation amended the loan to
increase the interest rate of 3.56% per annum to 6.55% per annum and
to provide that $30,000 of principal, and accrued interest, will be
forgiven on June 2, 1996 and each anniversary thereafter
provided Mr. Saranga remains an employee of the Corporation. The loan
continues to provide that the full amount of unpaid principal
and accrued interest will become immediately due and payable on
the date Mr. Saranga's employment with the Corporation is terminated
for any reason.
Mr. Knorp, a director of the Corporation, is of counsel to the law
firm of Gray Cary Ware & Freidenrich, which provided legal
services to the Corporation in 1995 in connection with corporate and
licensing matters.
Mr. McDonnell, a director of the Corporation, is the President,
Chief Executive Officer and a director of DST Systems, Inc. Affiliates
of DST paid approximately $500,000 to the Corporation in 1995 for
products and services.
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 Informix'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.
Informix, 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 Informix and how the
overall level of compensation paid to executive officers
compares to that paid by other companies that compete with
Informix 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 Informix or which offer employment to candidates
from Informix. The Comparison Companies are generally
headquartered in the same geographic area as Informix and have
similar international presences, market capitalizations and
numbers of employees. They comprise approximately 50% of the
companies in the Software Product Group of the 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 Informix's compensation levels because
Informix competes with this group of companies for employees. The
companies that comprise the H&Q Software Sector Index,
the group used for stock performance, are the best for
evaluating Informix's stock performance because they most closely
represent the companies whose products and services compete with those
of Informix.
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 Informix's
employees with the expectation that the employees will
contribute to defined levels of financial performance and return
to Informix's investors. An individual's annual compensation and
stock option grants will vary in relation to the individual's
position with Informix and that person's individual performance.
The goal is to target base salaries at the 50th percentile
of that provided by the Comparison Companies and to provide
a total cash compensation opportunity 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
Informix has offices and employees, Informix does not provide
retirement benefits for its employees.
The total compensation program is designed to support and
complement Informix'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, Informix'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 Informix 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 Informix's
financial and the individual's personal objectives are exceeded
it is possible for the actual bonus amounts to exceed the target
amounts.
Mr. White's base salary for 1995 was determined by review
of base salaries paid to CEO's of the Comparison Companies. Mr.
White's base salary for 1995 was at the median of the CEO
salaries of the Comparison Companies based on information
available for salaries paid in 1994. Mr. White's 1995 EICP
participation was based 80% on Informix'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 92% of base salary as a result of Informix
achieving results in excess of its financial performance
objectives in 1995, including the timely release of new
products.
Messrs. Coulter and Winder 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 78% of
each person's 1995 total base salary.
During 1995, the Committee considered and granted stock
options to the executive officers of Informix, including Mr.
White. Each of the officers received grants based on his or her
performance, level of responsibility, historical and expected
contribution to Informix's success and previous grants. Mr.
White received a stock option grant covering 250,000 shares
based on his senior position with Informix, his previous grants
and his past and expected contributions to Informix's future
success. The foregoing number of shares has been adjusted to give
effect to the two-for-one stock split effected in the form of a stock
dividend in June 1995. 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 Informix's stock exceeds the exercise price
of the option and only if the employee remains with Informix for
the entire term of the option vesting schedule.
The Committee has been advised that none of Informix's
executive officers will receive compensation in 1995 that will
result in the loss of a corporate federal income tax deduction
under Section 162(m) of the Internal Revenue Code of 1986, as
amended. 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 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 for the Corporation, the Nasdaq
Stock Market Index (US) and the Hambrecht & Quist Software Sector Index
for the period commencing on the last trading day in December 1990 and
ending on the last trading day in December 1995.*
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>
1990 1991 1992 1993 1994 1995
<S> <C> <C> <C> <C> <C> <C>
Informix $100 $306 $1,611 $1,889 $2,856 $5,333
Nasdaq Stock Market Index (US) $100 $161 $187 $215 $210 $296
H&Q Software Sector Index $100 $194 $217 $233 $293 $419
</TABLE>
______________
* Cumulative total stockholder returns assume that $100 was invested
on the last trading day in December 1990 at the 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.
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.
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-90, Dec-91, Dec-92, Dec-93, Dec-94
and Dec-95. The graph has a vertical axis at its left
which lists from bottom to top the numbers 0, 1000, 2000, 3000,
4000, 5000 and 6000. 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 16, 1996 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
10, 1996, 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 III DIRECTORS:
Nominees: ALBERT F. KNORP, JR. and PHILLIP E. WHITE
FOR / / WITHHELD / /
(Instruction: To withhold authority to vote for any
individual nominee, write that nominee's name in the space
provided below.)
/ /_________________
B. To approve 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 $0.01 par value Common
Stock by 150,000,000 shares.
FOR / / AGAINST / / ABSTAIN / /
C. To approve the selection of Ernst & Young LLP as independent
auditors for the fiscal year ending December 31, 1996.
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_____________
