UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss. 240.14a-11(c) or ss. 240.14a-12
RIGHT MANAGEMENT CONSULTANTS, INC.
(Name of Registrant as Specified In Its Charter)
N/A
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
N/A
(2) Aggregate number of securities to which transaction applies:
N/A
(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):
N/A
(4) Proposed maximum aggregate value of transaction:
N/A
(5) Total fee paid:
N/A
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
<PAGE>
RIGHT MANAGEMENT CONSULTANTS, INC.
1818 Market Street
Philadelphia, Pennsylvania 19103
-----------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON THURSDAY, MAY 8, 1997
-----------------------
The annual meeting of shareholders (together with any and all
adjournments and postponements, the "Meeting") of Right Management Consultants,
Inc., a Pennsylvania corporation (the "Company"), will be held on Thursday, May
8, 1997, at 10:00 a.m., at the Company's headquarters, 1818 Market Street, 33rd
Floor, Philadelphia, Pennsylvania, for the following purposes:
1. To elect directors to hold office until the annual meeting of
shareholders in 1998 and until their respective successors are
duly elected and qualified.
2. To ratify the selection by the Board of Directors of Arthur
Andersen LLP, as the Company's independent public accountants for
the current fiscal year.
The Board of Directors has fixed the close of business on March 25,
1997 as the record date for the Meeting. Only shareholders of record at that
time are entitled to notice of and to vote at the Meeting and any adjournment or
postponement thereof.
The enclosed proxy is solicited by the Company. Reference is made to
the accompanying proxy statement for further information with respect to the
business to be transacted at the Meeting.
The Board of Directors urges you to sign, date and return the enclosed
proxy promptly. You are cordially invited to attend the Meeting in person. The
return of the enclosed proxy will not affect your right to vote in person if you
do attend the Meeting.
By Order of the Board of Directors
G. Lee Bohs
Chief Financial Officer, Treasurer and
Secretary
Philadelphia, Pennsylvania
April 7, 1997
<PAGE>
RIGHT MANAGEMENT CONSULTANTS, INC.
1818 Market Street
Philadelphia, PA 19103
PROXY STATEMENT FOR
ANNUAL MEETING OF SHAREHOLDERS
May 8, 1997
GENERAL INFORMATION
This proxy statement is furnished in connection with the solicitation
of proxies by the Board of Directors of Right Management Consultants, Inc., a
Pennsylvania corporation (the "Company"), for use at the Company's annual
meeting of shareholders (together with any and all adjournments and
postponements, the "Meeting") which is scheduled to be held at 10:00 a.m., local
time, on Thursday, May 8, 1997 at the Company's headquarters, 1818 Market
Street, 33rd Floor, Philadelphia, Pennsylvania. This proxy statement, the
foregoing notice and the enclosed proxy are being sent to shareholders on or
about April 7, 1997.
The Board of Directors knows of no matters that are likely to be
brought before the Meeting other than those specified in the Notice thereof. If
any other matters properly come before the Meeting, however, the persons named
in the enclosed proxy, or their duly constituted substitutes acting at the
Meeting, will be authorized to vote or otherwise act thereon in accordance with
their judgment on such matters. If the enclosed proxy is properly executed and
returned prior to voting at the Meeting, the shares represented thereby will be
voted in accordance with the instructions marked thereon. In the absence of
instructions, executed proxies will be voted "FOR" all the nominees of the Board
of Directors and "FOR" the ratification of the selection by the Board of
Directors of Arthur Andersen LLP as the Company's independent public accountants
for the current fiscal year.
Any proxy may be revoked at any time prior to its exercise by notifying
the Secretary of the Company in writing, by delivering a duly executed proxy
bearing a later date or by attending the Meeting and voting in person.
All references in this proxy statement to amounts of shares or per
share data reflect both of the Company's three-for-two stock splits, effective
November 10, 1995 and July 26, 1996, respectively.
VOTING SECURITIES, VOTING RIGHTS AND SECURITY OWNERSHIP
Voting Securities
At the close of business on March 25, 1997, the record date fixed for
the determination of shareholders entitled to notice of and to vote at the
Meeting, there were outstanding 6,566,637 shares of the Company's common stock,
par value $0.01 per share ("Common Stock"), each of which has one vote per
share. The presence at the Meeting, in person or by proxy, of shareholders
entitled to cast at least a majority of the votes which all shareholders are
entitled to cast shall constitute a quorum for the purpose of considering the
matters expected to be voted on at the Meeting. Abstentions, and any shares as
to which a broker or nominee indicates that it does not have discretionary
authority to vote on a particular matter, will be treated as shares that are
present and entitled to vote for purposes of determining the presence of a
quorum but as unvoted for purposes of determining whether the approval of
shareholders has been obtained with respect to any such matter and thus will
1
<PAGE>
have the effect of a vote to "Withhold Authority" in the election of directors
or as a vote "Against" the ratification of Arthur Andersen LLP as the Company's
independent public accountants for the current year. Shareholders of the Company
do not have the right to cumulate votes in the election of directors or
otherwise.
Principal Shareholders and Management's Holdings
The following table sets forth certain information as of March 25, 1997
with respect to the holdings of Common Stock of each nominee for director, all
directors and officers as a group and each person who was known to the Company
to be the beneficial owner of more than 5% of the outstanding shares of Common
Stock. Except as otherwise specified, the named beneficial owner has sole voting
and investment power. As used in this table, "beneficially owned" means the sole
or shared power to vote or dispose of, or to direct the voting or disposition
of, the shares, or the right to acquire such power within 60 days of March 25,
1997 with respect to any shares.
A Shareholders' Agreement is in effect among the Company and all
holders of 2% or more of the outstanding shares of Common Stock of the Company
who were shareholders on September 25, 1986 and who remain shareholders,
directors or employees of the Company whereby each party has granted the
Company, and after the Company, the other parties to the Agreement, certain
rights of first refusal with respect to a proposed sale of shares to a third
party by such shareholder.
All of the individuals listed below are directors of the Company,
except for Mr. G. Lee Bohs, Ms. Nancy N. Geffner and Mr. Manville D. Smith, who
are "named officers." Their address is the same as the Company's listed on the
previous page.
<TABLE>
<CAPTION>
Number of Percent
Shares of
Name of Shareholder Beneficially Owned Class (1)
<S> <C> <C> <C>
FMR Corporation 650,650 (2) 9.9%
WEDGE Capital Management LLP 455,400 (3) 6.9%
Richard J. Pinola 407,375 (4) 6.2%
T. Rowe Price Associates, Inc. 375,000 (5) 5.7%
The Prudential Insurance Company of America 354,725 (6) 5.4%
Frank P. Louchheim 175,309 (7) 2.7%
Joseph T. Smith 168,710 (8) 2.6%
Larry A. Evans 130,412 (9) 2.0%
G. Lee Bohs 81,188 (10) 1.2%
Nancy N. Geffner 46,847 (11) *
John R. Bourbeau 16,013 (12) *
Manville D. Smith 12,155 (13) *
Dr. Marti D. Smye 6,000 (14) *
Catherine Y. Selleck 3,000 (15) *
Raymond B. Langton 2,300 (16) *
Rebecca J. Maddox 1,673 (17) *
All Directors and Officers as a Group (20 persons) 1,227,066 (18) 18.7%
- - ---------------
* Less than 1%.
</TABLE>
2
<PAGE>
(1) Any securities not currently outstanding but subject to options exercisable
by such shareholder within 60 days of March 25, 1997 are deemed to be
outstanding for the purpose of computing the percentage of outstanding
securities of the class owned by such person.
(2) Based on Schedule 13G dated February 14, 1997 filed by FMR Corporation
("FMR") with the Securities and Exchange Commission (the "SEC"). In such
Schedule, FMR reported having sole voting power with respect to 11,250
shares and sole dispositive power with respect to all 650,650 shares. FMR's
address is 82 Devonshire Street, Boston, MA 02019.
(3) Based on Schedule 13G dated February 12, 1997 filed by WEDGE Capital
Management LLP ("WEDGE") with the SEC. In such Schedule, WEDGE reported
having sole voting power with respect to all 455,400 shares. WEDGE's
address is 2920 One First Union Center, 301 South College Street,
Charlotte, NC 28202-6002.
(4) The number of shares listed as held by Mr. Pinola includes (a) currently
exercisable options to purchase an aggregate of 269,375 shares of the
Company's Common Stock, and (b) restricted stock awards totaling 19,050
shares of the Company's Common Stock.
(5) Based on Schedule 13G dated February 14, 1997 filed by T. Rowe Price
Associates, Inc. ("Price Associates") with the SEC. In such Schedule, Price
Associates reported having sole dispositive power with respect to such
shares and states the following: "These securities are owned by various
individual and institutional investors including T. Rowe Price Small Cap
Value Fund, Inc. (which owns 375,000 shares, representing 5.7% of the
shares outstanding), which Price Associates serves as investment adviser
with power to direct investments and/or sole power to vote the securities.
For purposes of the reporting requirements of the Securities Exchange Act
of 1934, Price Associates is deemed to be a beneficial owner of such
securities; however, Price Associates expressly disclaims that it is, in
fact, the beneficial owner of such securities." Price Associates' address
is 100 E. Pratt Street, Baltimore, MD 21202.
(6) Based on Schedule 13G dated February 3, 1997 filed by The Prudential
Insurance Company of America ("Prudential") with the SEC. In such Schedule,
Prudential reported having sole voting power with respect to 112,100 shares
and shared dispositive power with respect to 242,625 shares. Prudential's
address is 751 Broad Street, Newark, NJ 07102.
(7) The number of shares listed as held by Mr. Louchheim includes (a) an
aggregate of 1,575 shares which are held by certain of his children as
custodian for a total of seven minor grandchildren of Mr. Louchheim, as to
which Mr. Louchheim disclaims beneficial ownership, (b) currently
exercisable options to purchase an aggregate of 4,125 shares of the
Company's Common Stock, and (c) a restricted stock award of 675 shares of
the Company's Common Stock.
(8) The number of shares listed as held by Mr. J. Smith includes (a) currently
exercisable options to purchase an aggregate of 131,625 shares of the
Company's Common Stock, and (b) restricted stock awards totaling 12,225
shares of the Company's Common Stock.
3
<PAGE>
(9) The number of shares listed as held by Mr. Evans includes (a) an aggregate
of 450 shares which are held by Mr. Evans as custodian for his two children
and 11,700 shares held by his wife, as to which Mr. Evans disclaims
beneficial ownership, and (b) currently exercisable options to purchase an
aggregate of 4,875 shares of the Company's Common Stock.
(10) The number of shares listed as held by Mr. Bohs includes (a) currently
exercisable options to purchase an aggregate of 59,475 shares of the
Company's Common Stock, and (b) restricted stock awards totaling 5,400
shares of the Company's Common Stock.
(11) The number of shares listed as held by Ms. Geffner includes (a) an
aggregate of 2,250 shares which are held by Ms. Geffner for the benefit of
her two children, as to which Ms. Geffner disclaims beneficial ownership,
and (b) a restricted stock award of 1,200 shares of the Company's Common
Stock.
(12) The number of shares listed as held by Mr. Bourbeau includes currently
exercisable options to purchase an aggregate of 1,500 shares of the
Company's Common Stock.
(13) The number of shares listed as held by Mr. M. Smith includes (a) currently
exercisable options to purchase an aggregate of 6,075 shares of the
Company's Common Stock, (b) restricted stock awards totaling 5,250 shares
of the Company's Common Stock, and (c) 830 shares held in the Company's
401(K) Plan.
(14) The number of shares listed as held by Dr. Smye includes currently
exercisable options to purchase an aggregate of 3,000 shares of the
Company's Common Stock.
(15) The number of shares listed as held by Ms. Selleck includes currently
exercisable options to purchase an aggregate of 1,500 shares of the
Company's Common Stock.
(16) The number of shares listed as held by Mr. Langton includes currently
exercisable options to purchase an aggregate of 1,500 shares of the
Company's Common Stock.
(17) The number of shares listed as held by Ms. Maddox includes currently
exercisable options to purchase an aggregate of 1,500 shares of the
Company's Common Stock.
(18) The number of shares in the aggregate listed as held by the directors and
executive officers of the Company as a group includes (a) currently
exercisable options to purchase an aggregate of 533,795 shares of the
Company's Common Stock, (b) restricted stock awards of 69,750 shares of the
Company's Common Stock, and (c) 10,625 shares held in the Company's 401(K)
Plan.
4
<PAGE>
Compliance with Section 16 (a) of Securities Exchange Act of 1934
Section 16 (a) of the Securities Exchange Act of 1934 requires the
Company's directors and executive officers, and persons who own more than ten
percent of a registered class of the Company's equity securities, to file with
the SEC initial reports of ownership and reports of changes in ownership of
Common Stock and other equity securities of the Company. Officers, directors and
greater than ten percent shareholders are required by SEC regulations to furnish
the Company with copies of all Section 16 (a) forms they file.
To the Company's knowledge, based solely on a review of the copies of
such reports furnished to the Company and written representations that no other
reports were required during the fiscal year ended December 31, 1996 all Section
16 (a) reports by its officers, directors and greater than ten percent
beneficial owners were timely filed except one report relating to one
transaction each for Mr. Evans, Mr. Langton, and Ms. Maddox, one report relating
to two transactions for Mr. Louchheim, and the initial statement of ownership
for Dr. Smye, which were filed late.
5
<PAGE>
ELECTION OF DIRECTORS
Nominees for Election
At the Meeting, the shareholders will elect nine directors to hold
office until the annual meeting of shareholders in 1998 and until their
respective successors are duly elected and qualified. Unless contrary
instructions are given, the shares represented by the enclosed proxy will be
voted "FOR" the election of the nominees for director shown below.
The Board of Directors believes that the nominees are willing to serve
as directors. If any nominee at the time of his or her election is unable or
unwilling to serve or is otherwise unavailable for election, and as a result
another nominee is designated, the persons named in the enclosed proxy or their
substitutes will have discretion and authority to vote or to refrain from voting
for the other nominee in accordance with their judgment. The nominees for
election as directors, together with certain information about them, are as
follows:
Director
Name Since Age Position(s)
Frank P. Louchheim 1980 73 Founding Chairman
Richard J. Pinola 1989 51 Chairman of the Board of
Directors and Chief
Executive Officer
Joseph T. Smith 1991 61 President and Chief Operating
Officer
Larry A. Evans 1980 54 Executive Vice President and
Founding Principal
John R. Bourbeau 1995 52 President of Right Associates(R)of
the Great Lakes Region, an
Affiliate of the Company
Raymond B. Langton 1995 52 Former President and Chief
Executive Officer of SKF USA Inc.
Rebecca J. Maddox 1995 43 President and Co-founder of
Capital Rose, Inc.
Catherine Y. Selleck 1995 63 Business Consultant
Marti D. Smye 1996 46 President of People Tech
Consulting, Inc.
6
<PAGE>
Mr. Louchheim was one of the founders of the Company and from November
1980 until September 1987, Mr. Louchheim served as President, Chief Executive
Officer and Chairman of the Board of Directors of the Company. From January 1992
to December 31, 1993, he served as the full-time Chairman of the Board of
Directors. Effective January 1, 1994, Mr. Louchheim was appointed Founding
Chairman and continues as a Director.
Mr. Pinola was elected as a Director by the Board in October 1989. Mr.
Pinola is a Certified Public Accountant and joined Penn Mutual Life Insurance
Company in 1969. He was appointed President and Chief Operating Officer in 1988,
which positions he held until his resignation in September 1991. Mr. Pinola was
a financial consultant to various organizations from September 1991 until July
1992, at which time he was appointed President and Chief Executive Officer of
the Company. Effective January 1, 1994, Mr. Pinola was appointed Chairman of the
Board of Directors and continues as Chief Executive Officer. Mr. Pinola also
serves as a director of K-Tron International, a publicly held company.
Mr. Smith joined the Penn Mutual Life Insurance Company in 1963. In
1976, he was promoted to Vice President of Administration and Human Resources,
which position he held until his resignation in 1980. From 1981 to 1984, Mr.
Smith worked as an independent consultant offering a range of consulting
services to businesses. He joined the Company as a Senior Consultant in
Professional Services in August 1984 and, from August 1988 until September 1992
held the position of Regional Managing Principal of the Company's Philadelphia
office. Mr. Smith was elected as a Director in May 1991. From September 1992
through December 1993, Mr. Smith served as the Company's Chief Operating
Officer. Effective January 1, 1994 , Mr. Smith was appointed President and
continues as Chief Operating Officer.
Prior to May 1978, Mr. Evans was professionally involved in the
international finance and venture capital industries. From May 1978 to November
1980, Mr. Evans was employed as an independent outplacement consultant for
Bernard Haldane Associates, Inc., reporting to Mr. Louchheim. Since November
1980, Mr. Evans has served as Executive Vice President and a Director of the
Company. From January 1990 until May 1995, Mr. Evans served as Regional Managing
Principal of several Company offices. In May 1995, Mr. Evans joined the
Company's corporate office where he works together with the Company's regional
offices in marketing to major national and international accounts.
In 1981, Mr. Bourbeau founded Right Associates(R) of the Great Lakes
Region, an Affiliate of the Company, where he currently serves as the Regional
Managing Principal and which has offices in Southfield, Grand Rapids, Lansing
and Midland, Michigan, as well as Toledo, Ohio. Mr. Bourbeau also serves as a
board member for the State of Michigan Chamber of Commerce and is a member of
the Economic Club of Detroit.
In July 1987, Mr. Langton became President of SKF Bearing Industries,
where he was responsible for the manufacture and original equipment sales of all
SKF standard bearings in the U.S. Mr. Langton served as President and Chief
Executive Officer of SKF USA Inc. until February 1997. Mr. Langton is a member
of the Regional Advisory Board of First Union Bank and a member of the Board of
Trustees of Children's Seashore House. He holds an MBA from the Wharton School,
University of Pennsylvania.
Ms. Maddox is President and Founder of Capital Rose, Inc., a strategic
marketing firm which specializes in assisting Fortune 1000 companies capitalize
on growth opportunities in the women's market. Ms. Maddox is a Certified Public
Accountant, holds an MBA from Columbia University and is the author of "Inc.
Your Dreams" (Viking Penguin, May 1995). Ms. Maddox is also a member of the
Regional Advisory Board of PNC Bank.
7
<PAGE>
Ms. Selleck spent many years with IBM, in various executive capacities.
Subsequent to her positions with IBM, Ms. Selleck joined Metaphor, a software
and services company, where she served as President and CEO. She is now an
independent business consultant to information technology companies on a wide
range of business issues. Ms. Selleck is a member of the Supervisory Board of
Memorex Telex, N.V.
From 1981 to 1989, Dr. Smye was a partner of the industrial psychology
firm, Jackson Smith. From this company, in 1989 she founded the change
leadership consulting firm, People Tech Consulting, Inc. ("People Tech"). People
Tech was acquired by the Company in April 1996. In addition, she is the author
of two books titled "You Don't Change a Company by Memo: The Simple Truths About
Managing Change" and "Corporate Abuse: How "Lean and Mean" Robs People and
Profits". Dr. Smye also serves on various boards of both private companies and
community associations, including the Public Policy Forum and the Harvard
Business School Club of Toronto.
Committees of the Board of Directors
The Board of Directors has four committees: the Compensation and
Options Committee, the Audit Committee, the Executive and Finance Committee and
the Nominating Committee.
The Compensation and Options Committee is comprised of Mr. Langton,
Chairman, Ms. Maddox and Ms. Selleck. The Committee's principle duties involve
reviewing proposals made by the Chief Executive Officer to grant stock options,
evaluating the rationale and expected contributions of the grantees to the
future results of the Company, and determining whether to approve grants with
any modifications it deems appropriate. This Committee is also responsible for
remuneration agreements with the Chief Executive Officer and the President/Chief
Operating Officer.
The Audit Committee is comprised of Ms. Selleck, Chairman, Mr. Bourbeau
and Mr. Langton. Its principle function is to oversee the annual audit and
financial reporting of the Company.
Messrs. Pinola, Bourbeau, Louchheim, Smith, and Ms. Maddox serve on the
Executive and Finance Committee, of which Mr. Pinola is the Chairman. This
Committee assumes the responsibilities relating to director review of annual
budgets and the overall financial performance of the Company.
Messrs. Louchheim, Evans, Pinola and Langton serve on the Nominating
Committee, of which Mr. Pinola is the Chairman. The Committee recommends to the
Board of Directors nominees for election or reelection as director at the next
annual meeting of shareholders. The Nominating Committee will consider nominees
recommended by shareholders, which nominations should be submitted in writing to
the Nominating Committee on or before the date specified under "Shareholder
Proposals" below in order to be considered for the next annual meeting. The
Nominating Committee is under no obligation to recommend any persons identified
by shareholders as nominees to the Board of Directors.
During 1996, the Compensation and Options Committee met eight times,
the Audit Committee met four times, and the Nominating Committee met once. The
Executive and Finance Committee did not meet in 1996. Mr. Bourbeau, who serves
on the Audit Committee, attended fewer than 75% of all Board and Committee
meetings that he was scheduled to attend during the year.
8
<PAGE>
Certain Relationships and Related Party Transactions
Right Associates(R) of the Great Lakes Region ("RAGLR"), the Affiliate
owned by Mr. Bourbeau, received approximately $602,000 in fees from the Company
for services the Affiliate performed on behalf of the Company. RAGLR paid the
Company approximately $4,336,000 in royalties and fees for services the Company
performed on behalf of RAGLR, in addition to payments for reimbursable expenses
and materials purchased by this Affiliate from the Company. The fees paid and
received by RAGLR were in accordance with the Company's standard fee and royalty
arrangement with all of the Company's franchisees under the Right Associates
Affiliate Agreement.
Effective September 1, 1994, the Company acquired the business and
certain assets of the career management consulting firm Jannotta, Bray &
Associates, Inc. ("JBA"). Simultaneously with this acquisition, the Company sold
certain assets associated with JBA's Michigan operations to RAGLR for
$1,200,000. In connection with this sale, the Company received a three year term
note of $700,000 from RAGLR. The note is collateralized by RAGLR's outstanding
stock, to be paid in equal installments of principal plus interest at the prime
rate on the outstanding balance. Approximately $380,000 and $136,000 of this
note remained outstanding at January 1, 1996 and March 25, 1997, respectively.
9
<PAGE>
EXECUTIVE COMPENSATION
Summary Compensation Table
The following table summarizes the compensation of the Chief Executive
Officer and the four other most highly compensated executive officers for 1996
(the "named officers") and the compensation paid to each such individual for
1994, 1995, and 1996.
<TABLE>
<CAPTION>
Annual Compensation Long Term Compensation
Common
Restricted Stock
Stock Underlying All other
Name Year Salary Bonus Awards ($) (1) Options (#) Compensation (2)
<S> <C> <C> <C> <C> <C> <C>
Richard J. Pinola 1996 $450,000 $337,500 $120,900 61,425 $26,063
Chairman of the 1995 385,000 512,531 101,250 241,500 48,341
Board and CEO 1994 350,000 822,500 --- 67,500 65,270
Joseph T. Smith 1996 $300,000 $195,000 $74,400 40,500 $18,563
President and COO 1995 250,000 230,938 66,825 67,500 3,465
1994 225,000 392,400 --- 52,500 3,465
Manville D. Smith 1996 (3)$225,000 (3)$123,750 $46,500 12,600 $3,563
EVP-Business 1995 200,000 167,000 20,250 --- 1,875
Development 1994 (4) 75,000 (4) 143,900 --- 11,250 ---
G. Lee Bohs 1996 $175,000 $96,250 $34,875 17,550 $3,563
EVP-Chief 1995 130,000 108,550 28,350 2,250 3,465
Financial Officer 1994 105,000 183,095 --- 22,500 3,465
Nancy N. Geffner 1996 $250,000 $ --- $18,600 5,625 $3,563
EVP -New York 1995 (5) 250,000 319,250 --- --- 3,465
Group 1994 (5) 225,000 359,497 --- 6,750 3,465
<FN>
(1) Mr. Pinola, Mr. J. Smith, Mr. M. Smith, Mr. Bohs, and Ms. Geffner hold
restricted shares of 19,050, 12,225, 5,250, 5,400, and 1,200, respectively,
with yearend 1996 values of approximately $424,000, $272,000, $117,000,
$120,000, and $27,000, respectively. The amount reflected above as
compensation for 1996 and 1995 was calculated by applying the closing price
of the Company's Common Stock on the NASDAQ National Market System (the
"NASDAQ") on the date of the grant ($15.50 and $9.00 for 1996 and 1995,
respectively) to the number of restricted shares awarded. The Company has
never paid any dividends on its stock and currently expects that all of its
earnings will be retained and reinvested in the Company's business. These
restricted shares were distributed at the beginning of 1995 and 1996 and
are subject to the attainment of minimum three year cumulative earnings per
share ("EPS") levels. If the Company does not meet its minimum cumulative
EPS target, then the restricted shares will be forfeited by the recipient.
Otherwise the restrictions will lapse at the beginning of the fourth year
after grant upon the attainment of the minimum EPS levels with increasing
increments calculated (upon achievement of increasing EPS levels) up to
100% of such restricted stock subject to the calculation of the final
cumulative EPS for the deferred periods.
10
<PAGE>
(2) Includes amounts paid, payable or accrued in connection with retirement.
Such amounts consist of contributions and allocations relating to qualified
and non-qualified defined contribution plans. Matching contributions to the
qualified defined contribution plans vest at a rate of 33 1/3% per year
from the date of hire. Contributions to the non-qualified plans vest
according to the terms in each officer's respective employment agreement.
See "Employment Agreements."
(3) Mr. M. Smith deferred $12,500 in 1996 to a non-qualified defined
contribution plan with no Company contribution to such plan.
(4) Mr. M. Smith joined the Company in August 1994. His 1994 salary and bonus
were prorated based on his length of service.
(5) Ms. Geffner deferred $12,500 in 1996, and $13,660 in 1995 and 1994 to a
non-qualified defined contribution plan with no Company contribution to
such plan.
</FN>
</TABLE>
Stock Option Grants
The table below shows option grants in 1996 to the named officers.
<TABLE>
<CAPTION>
Individual Grants
Number of % of Total Potential Realizable Value at
Underlying Options Assumed Annual Rates of
Options Granted to Stock Price Appreciation for
Granted Employees Exercise Expiration Option Term (2)
Name in 1996 (1) in 1996 Price Date 5% 10%
<S> <C> <C> <C> <C> <C> <C> <C>
Mr. Pinola 61,425 19.7% $15.17 01/04/06 $1,310,712 $4,249,010
Mr. J. Smith 40,500 13.0% $15.17 01/04/06 864,206 2,801,545
Mr. M. Smith 12,600 4.0% $15.17 01/04/06 268,864 871,592
Mr. Bohs 17,550 5.6% $15.17 01/04/06 374,489 1,214,003
Ms. Geffner 5,625 1.8% $15.17 01/04/06 120,029 389,103
<FN>
(1) All of the grants detailed above were made on January 4, 1996 in connection
with the Company achieving its 1995 EPS target. The first one-third of each
grant became exercisable on January 4, 1997. All options vest on a
cumulative basis, one-third each year. All options were granted at an
exercise price equal to the closing price of the Company's Common Stock on
the NASDAQ as of the date of grant. If a change in control (as defined in
the 1993 Stock Incentive Plan pursuant to which the options were granted)
were to occur before the expiration date, these options would vest and
become exercisable immediately.
(2) The potential realizable values are based on an assumption that the stock
price of the Company's Common Stock will appreciate at the annual rate
shown (compounded annually) from the date of grant until the end of the
option term. These values do not take into account amounts required to be
paid as income taxes under the Code and any applicable state laws or option
provisions providing for termination of an option following termination of
employment, non-transferability or vesting over a three year period. These
amounts are calculated based on the requirements promulgated by the SEC and
do not reflect the Company's estimate of future stock price growth of the
shares of the Company's Common Stock.
</FN>
</TABLE>
11
<PAGE>
Option Exercises and Yearend Option Value
The table below shows information concerning the exercise of stock
options during 1996 by each of the named officers and the yearend value of the
in-the-money unexercised options.
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money Options
Options at 12/31/96 (#) at 12/31/96 ($) (1)
Shares Acqd. Value
on Exercise (#) Realized ($) Exercisable Non-exercisable Exercisable Non-exercisable
<S> <C> <C> <C> <C> <C> <C>
Mr. Pinola 162,000 $3,497,040 301,000 244,925 $4,420,302 $2,134,334
Mr. J. Smith 9,000 153,480 114,375 100,500 1,658,081 913,365
Mr. M. Smith 5,625 65,000 1,875 16,350 26,606 140,452
Mr. Bohs 11,250 118,725 52,875 26,550 838,999 252,384
Ms. Geffner 9,000 95,760 13,500 7,875 202,095 71,753
<FN>
(1) Based on the closing price ($22.25) on the NASDAQ on December 31, 1996.
</FN>
</TABLE>
Employment Agreements
Effective January 1, 1996, the Company entered into an agreement with
Mr. Pinola which has an initial term expiring on December 31, 1998. Pursuant to
this agreement, Mr. Pinola's base salary is $450,000, subject to annual review
and adjustment at the discretion of the Board of Directors of the Company, but
in no event shall it be less than $450,000 without Mr. Pinola's consent. Mr.
Pinola's base salary was increased to $500,000 for 1997.
In addition, the Company will pay to Mr. Pinola annually as incentive
compensation a cash bonus based upon the Company's financial performance for
that year in such amounts, if any, as are determined by the Company's Board of
Directors or its Compensation and Options Committee. Mr. Pinola is also entitled
to participate in and receive the benefits of any profit sharing, retirement
plans and insurance programs made available to other similarly situated
employees of the Company.
The agreement also entitles Mr. Pinola to participate in a deferred
compensation plan to which 5% of his compensation, including base salary and
bonuses, is credited annually. Mr. Pinola's deferred compensation account
balance vests at the rate of 10% per year, beginning at age 47. The account
balance is payable as a life annuity (based on specified mortality tables) in
equal monthly installments with interest on the unpaid balance upon his
termination of service with the Company (except for death or if he is discharged
for cause) on or after age 62, subject to earlier payment in the event of death
or disability prior to termination of service, termination by the Company
without cause and under certain circumstances relating to a change in control of
the Company. In the event there is a change in control of the Company, as
defined in his agreement, the Company shall establish a trust and shall, from
time to time, transfer into such trust sufficient assets to meet the Company's
obligation to pay the deferred compensation benefits to Mr. Pinola and his
beneficiaries. Also, if Mr. Pinola's employment is terminated within two years
after the change in control, he shall be entitled to begin receiving his
deferred compensation benefits as if he had reached his normal retirement date
prior to such termination.
Mr. Pinola's employment agreement is renewable for successive one
year terms unless either party gives the other party written notice of
non-renewal at least 120 days prior to the expiration of the then current term.
Notwithstanding the foregoing, Mr. Pinola's employment with the Company will not
12
<PAGE>
be renewed under this agreement on or after December 31 of the calendar year in
which he reaches sixty-five years of age. In the event that Mr. Pinola's
employment is terminated by the Company without cause, his employment is not
renewed at the end of the initial term or any renewal term of his employment
agreement, or if Mr. Pinola terminates his employment as a result of various
reasons specified in the agreement, he will be entitled to severance
compensation equal to the greater of $450,000 or his total salary and cash bonus
paid during the 12 month period immediately preceding the termination. This
amount will be payable over the longer of the remaining term of the agreement or
12 months from the date of termination. Upon certain changes in control (as
defined in the agreement) of the Company, Mr. Pinola may, upon written notice
given to the Company within 60 days thereafter, elect to either (a) continue his
employment with the Company for a period equal to the greater of the then
current term or a period which expires two years after the date of the change in
control or (b) terminate his employment and receive severance compensation. If
Mr. Pinola elects to continue to be employed by the Company, the annual
compensation payable to him shall not be less than the greater of the total
amount of the base salary and cash bonus paid to him during the 12 months
immediately preceding the change in control or $450,000.
Effective January 1, 1996, the Company and Mr. Joseph Smith entered
into an employment agreement having an initial term expiring December 31, 1998.
The terms of Mr. Smith's agreement are substantially the same as those of Mr.
Pinola's agreement except that his initial base salary is $300,000 and any
component of his compensation determined by his initial base salary is based
upon $300,000. Mr. Smith's base salary was increased to $325,000 for 1997. Mr.
Smith is also entitled to participate in a deferred compensation plan with
substantially the same terms as outlined above for Mr. Pinola, except that Mr.
Smith vests in his plan at the rate of 20% per year, beginning at age 61.
Effective January 1, 1992, the Company and Mr. Louchheim entered into
an amendment and restatement of his employment agreement. Pursuant to such
agreement, Mr. Louchheim received an annual base of $163,000 in 1996. In
addition, Mr. Louchheim received a cash bonus equal to 20% of the annual cash
bonus payable ($67,500) to the Company's Chief Executive Officer in 1996. Under
the agreement, he is entitled to participate in and receive the benefits of any
profit sharing or retirement plans and any insurance programs made available to
other similarly situated employees of the Company. Severance compensation is
also provided in the event that his employment is terminated by the Company
other than for cause. The agreement provides for annual renewals unless either
party gives the other party notice of termination at least 120 days prior to the
end of the then current term.
Concurrently with the execution of his amended and restated
employment agreement, Mr. Louchheim and the Company also entered into an
agreement modifying Mr. Louchheim's Supplemental Executive Retirement Plan (the
"SERP") with the Company. The SERP, as modified, provides that upon retirement
Mr. Louchheim shall be paid each year 50% of the average of his total annual
compensation (base salary plus bonus payments) with respect to the four
consecutive years in which such four year average compensation is the greatest
during his employment with the Company. One-twelfth of such amount (after
deducting therefrom his social security payments and the amount of his 401(K)
plan attributable to the Company's matching contributions that are payable to
him in a given year, based on certain assumptions) shall be paid to him monthly
following retirement. In the event of Mr. Louchheim's death, the Company shall
pay a survivor's benefit to his spouse for life in monthly installments equal to
one-half of the retirement benefit he was entitled to receive on the date of his
death. In the event there is a change of control of the Company (as defined in
the modified SERP) and Mr. Louchheim retires within two years thereafter, the
Company is required to pay to Mr. Louchheim within 30 days after his retirement
an amount equal to the net present value of the total benefits he would have
received under the SERP, with the calculation of such amount based on specified
mortality tables.
13
<PAGE>
Effective January 1, 1997, Mr. Louchheim began collecting benefits in
accordance with the SERP. He remains active as the Company's Founding Chairman
and a member of the Board of Directors.
To enchance the loyalty of, and assist in the retention of key
members of the Company's management, the Board of Directors adopted in February
1997 a policy to provide for the potential payment of severance to all Executive
Vice Presidents in the event of a change in control of the Company. Under this
policy, the Executive Vice Presidents would be entitled to a severance payment
payable over two years if their employment was involuntarily terminated within
eighteen months of a change in control. The total amount payable annually would
be not less than the greater of : (1) the total amount of base salary and
incentive payments paid during the calendar year immediately preceding the
change in control; or (2) the annualized amount of the Executive Vice
President's then current salary as of the date of the change of control if the
respective Executive Vice President did not work the full calendar year
immediately preceding the change in control. Under this policy, a change in
control includes the sale of a controlling interest in the Company's Common
Stock, the sale of all or substantially all of the Company's assets, or a merger
or consolidation where the surviving entity is not controlled by the present
management of the Company.
Compensation of Directors
For 1996, the Company paid all directors who were not Company
officers or employees $15,000 per year as a director's fee, plus $750 for each
Board of Directors meeting attended and $750 for each Committee meeting attended
plus reasonable out-of-pocket expenses for attending such meetings. The Company
also paid the Audit Committee Chairman and the Compensation and Options
Committee Chairman $1,500 and $2,500 respectively, per year. No additional fees
were received by members of the Nominating Committee for services thereon.
In addition, pursuant to the Company's 1995 Directors' Stock Option
Plan, each director who was not a Company officer or employee received a grant
of 4,500 options on December 31, 1996. The first one-third of such options
become exercisable on December 31, 1997. The options vest on a cumulative basis,
one-third each year and they expire on December 31, 2001. These options were
granted at an exercise price equal to the then current closing price of the
Company's Common Stock on the NASDAQ as of the date of grant of $22.25.
14
<PAGE>
COMPENSATION AND OPTIONS COMMITTEE REPORT
ON EXECUTIVE COMPENSATION
The Compensation and Options Committee of the Board of Directors
(within this report, the "Committee") is comprised of non-employee directors of
the Company listed in this report. The Committee is responsible for overseeing
management's recommendations on the Company's executive compensation and stock
option proposals, policies, and programs. In addition, the Committee recommends
to the Board of Directors, on an annual basis, the compensation to be paid to
the Chief Executive Officer ("CEO").
Compensation Philosophy
This report reflects the Company's compensation philosophy as adopted
by the Committee and endorsed by the Board of Directors. The Company's executive
compensation programs are intended to provide its executives and managing
principals with competitive market salaries and the opportunity to earn
incentive compensation related to performance expectations identified by
management. The broad objectives of the Company's executive compensation
program, as developed by the Committee and subject to periodic review, are to:
(1) Support and reinforce the Company's business strategy and link pay to
shareholder value;
(2) Align compensation with the goals and key performance measures of the
business;
(3) Attract and retain high quality executives and managing principals;
and
(4) Reward such employees for superior performance, as measured by
financial results and key strategic achievements.
A significant portion of executive pay is variable, uncapped, and tied
to improvement in EPS and, in the case of managing principals, improvement in
regional operating income. This policy reflects management's belief that
continuous improvement in EPS and regional operating income directly contribute
towards creating shareholder value through the potential of increasing the
Company's stock price.
Pay Positioning
The Committee's executive compensation program is constructed to
provide an opportunity for compensation, through the three components described
below (base salaries, annual incentive compensation and long-term incentives),
to vary with performance relative to a peer group of professional services
companies. Competitive levels of pay for purposes of compensation comparison are
provided periodically by compensation consultants and published surveys. The
primary companies used in the compensation comparison are those in the Company's
peer group and other consulting firms selected by the outside compensation
consultant retained by the Company. Privately-held professional services
companies of similar size are considered in determining pay level opportunity.
Pay Mix and Measurement For Executives
The compensation of executives currently includes base salary, annual
incentive compensation, and long-term incentive compensation in the form of
restricted stock and stock option awards. The Committee considers the total
compensation of each of the named officers and the other executives in reviewing
each element of compensation. In general, the proportion of an executive's
incentive compensation increases with the executive's level of responsibility.
Executives also receive various benefits, including life, medical, and
disability insurance, similar to those generally available to all employees of
the Company.
15
<PAGE>
Base Salaries
The Committee, based on management's recommendations, seeks to set base
salaries for the Company's executives at levels that are competitive for
executives with comparable roles and responsibilities within the peer group and
other comparison companies. See "Common Stock Performance" below for the
identification of peer group companies and the bases for inclusion in the peer
group. The Company maintains an executive salary administration program which
uses ongoing internal and periodic external comparisons to set salary ranges at
or around the median levels of the comparison companies.
Individual executive salaries are reviewed annually. Annual salary
adjustments are determined by a subjective evaluation of: (1) the position's
responsibilities, (2) competitive market rates, (3) strategic importance of the
position, and (4) individual performance and contributions. The annual salaries
for executives (other than the CEO, whose salary is evaluated by the Committee
with the Board of Directors) are approved by the Committee following a review
with the CEO and Chief Operating Officer.
Annual Incentive Compensation
The Committee administers an annual cash incentive plan for executives.
The annual cash incentive plan reflects the Company's belief that executives'
contributions to shareholder value come from maximizing earnings and the annual
incentive payments to executives are made upon the achievement of annual
corporate financial objectives (expressed as a post-incentive EPS goal) that
reflect targeted annual growth. Individual award targets are established at the
beginning of the year and are based on an individual's position and contribution
to the Company results. Increased awards are made for achievement that is
significantly above target levels. The Company modestly exceeded its 1996 EPS
target which resulted in corporate executive officers receiving a targeted
incentive award. In addition, each executive is measured annually against
qualitative criteria selected to provide incentives for performance towards
strategic Company initiatives. Achievement or failure to achieve these criteria
as recommended by the Company's CEO and Chief Operating Officer ("COO") may
increase or decrease the individual's annual incentive amount by up to 20%. The
Board of Directors and the Committee review similar criteria for the Company's
CEO and COO with the ability to increase or decrease the individual's annual
incentive compensation by up to 20% for achievement or failure to achieve these
goals. For 1996, no adjustment was made to incentive pay for any executive of
the Company or for the Company's CEO and COO. However, since the EPS target for
1996 was not exceeded to the same extent as in 1995, annual cash incentive
awards decreased from 1995 levels.
In addition to the incentive to achieve the EPS goal, certain
executives and managing principals responsible for individual region and/or
group performance are rewarded based on the achievement of regional and/or group
revenue and operating income targets. No awards are made unless a threshold
regional and/or group operating income level is achieved that generally reflects
growth over the prior year.
Long-term Incentives ("LTI")
The Company provides executives with the opportunity to earn restricted
stock awards and annual stock options in order to retain and motivate them to
improve long-term stock values. Annual grants of restricted stock and stock
options are made to executives based on a market analysis of LTI levels within a
peer group of companies. The annual grants are intended to reflect the
individuals' respective responsibilities, as well as the actual and expected
contribution of the individuals to the Company's long-term success. Restricted
stock represents 25% of the LTI levels and are distributed to levels of
Executive Vice President and above. The restricted stock is distributed at the
beginning of a given year and is subject to the attainment of minimum three year
cumulative EPS levels. If the Company does not meet its minimum cumulative EPS
target, then the restricted stock will be forfeited by the recipient. Otherwise,
the restrictions will lapse at the beginning of the fourth year after grant on
50% of the restricted stock upon the attainment of the minimum EPS levels and
will lapse in increasing increments (upon achievement of increasing EPS levels)
up to 100% of such restricted stock. The EPS target for the restricted shares
reflects the annual growth targets set out in the Company's Strategic Plan.
Beginning in 1997, the Company eliminated the granting of restricted stock
awards and will issue additional stock options in lieu of restricted stock to
aggregate up to the defined LTI levels. Any stock options issued in lieu of
restricted stock awards will be subject to the same policies relative to all
stock options described below.
16
<PAGE>
Stock options are granted only if the Company achieves its annual EPS
target and, in the case of managing principals, the region achieves its earnings
target, as applicable to the individual for the preceding year. Grants vest in
equal amounts over a three year period and are exercisable over a ten year
period. The Committee reviews and establishes the grants for all executive
officers.
The Company exceeded its EPS target for 1996. The average number of
options granted to executive officers, excluding the CEO, for 1996, including
those options granted in 1997 pertaining to 1996 performance was 18,525.
Retirement Compensation
The intent of the Committee's retirement compensation policy is to
provide employees and executives with certain tax-qualified retirement benefits.
The Company maintains a defined contribution savings plan available
substantially to all employees, including executives, under Section 401(K) of
the Code. Under this plan, the Company contributes 25% of the participating
employee's contribution. Employee contributions are generally limited to 10% of
their compensation, subject to Code limitations. The Company also provides
discretionary contributions if the Company exceeds the EPS target. Such
discretionary contributions were made for 1996 as actual results exceeded the
EPS target.
In addition, the Company provides a non-qualified deferred compensation
plan to eligible employees to help them save for retirement. Under the plan,
participants may defer payment of up to 10% of their annual cash compensation,
subject to limitations and reduced by amounts contributed to the Company's
401(k) plan.
Section 162 (m)
Section 162(m) of the Internal Revenue Code of 1986, as amended
("Section 162(m)") generally imposes a $1,000,000 limit on the amount of
compensation deductible by the Company that it pays to certain executive
officers except for qualified "performance-based compensation." Compensation
attributable to options granted under the various stock option plans currently
in effect are expected to qualify for deductibility under Section 162(m). The
Committee monitors the effect of Section 162(m) on the deductibility of such
compensation paid by the Company and intends to optimize the deductibility of
such compensation to the extent deductibility is consistent with the objectives
of the executive compensation program. The Committee, however, intends to weigh
the benefits of full deductibility with the objectives of the executive
compensation program and, if the Committee believes to do so is in the best
interests of the Company and its shareholders, will make compensation
arrangements that may not be fully deductible due to Section 162(m).
During 1996, the provisions of Section 162(m) did not cause any
compensation paid by the Company to be non-deductible.
Chief Executive Officer Compensation
The principles guiding compensation for the Company's CEO are
substantially the same as those set forth for other executives as previously
described in this report. During 1996, the Company's most highly compensated
officer was Richard J. Pinola, Chairman of the Board and CEO. Mr. Pinola's
performance was reviewed by the Committee which made recommendations to the
Board regarding his annual cash compensation (salary plus annual incentive) and
approved his long-term incentive (restricted stock and stock options) awards.
In accordance with Mr. Pinola's Employment Agreement noted previously
in this report, effective January 1, 1996, Mr. Pinola's annual base salary was
increased to $450,000. This increase was approved by the Board of Directors. Mr.
Pinola received an annual cash incentive award of $337,500 in 1997 based on the
17
<PAGE>
Company's 1996 actual EPS results. One grant of 42,300 stock options was made
during 1997 to reflect the achievement of exceeding target EPS levels for 1996.
This grant was made at the closing market price of the Company's common stock on
February 6, 1997. In addition, effective January 1, 1996, Mr. Pinola received a
restricted stock award of 7,800 shares.
Compensation and Options Committee
Raymond B. Langton, Chairman
Rebecca J. Maddox
Catherine Y. Selleck
Compensation Committee Interlocks and Insider Participation in Compensation
During 1996, there were no interlocking relationships between any
executive officers of the Company and any entity whose directors or executive
officers serve on the Board of Directors' Compensation and Options Committee,
nor did any current or past officers of the Company serve on the Compensation
and Options Committee. Except as discussed in the section "Certain Relationships
and Related Party Transactions" with respect to the transactions with RAGLR, the
franchise owned by Mr. Bourbeau, no member of any committee in 1996 had any
relationship with the Company other than as a director and member of such
committee.
18
<PAGE>
COMMON STOCK PERFORMANCE
Set forth below is a line graph comparing the cumulative total
shareholder return on the Company's Common Stock, based on the market price of
the Common Stock, with the cumulative total return (assuming dividend
reinvestment) of common stock listed on the NASDAQ and common stock issued by
companies in a peer group selected by the Company for the five year period
December 31, 1991 through December 31, 1996. The peer group consists of the
following companies: Robert Half International, Inc., Staff Builders, Inc.,
Healthcare Compare Corp., Information Resources, Inc. and National Tech Team,
Inc. The peer group is consistent with the peer group from the previous year
with one exception being the removal of Dimark in the current year as it is no
longer listed on a stock exchange. The companies included in the peer group were
selected primarily because they were publicly-held, professional service firms
with international operations, had revenues similar to those of the Company and
were in favorable financial condition.
[GRAPHIC OMITTED - Performance Graph]
Graph Data
12/31/91 12/31/92 12/31/93 12/31/94 12/31/95 12/31/96
The Company $100 $65.04 $123.58 $131.71 $226.72 $325.28
Peer Group 100 94.19 105.66 102.29 138.45 181.00
The Nasdaq NMS 100 100.98 121.13 127.17 164.96 204.98
ASSUMES $100 INVESTED ON DECEMBER 31, 1991 AND ALL DIVIDENDS REINVESTED.
19
<PAGE>
RATIFICATION OF APPOINTMENT OF INDEPENDENT
PUBLIC ACCOUNTANTS
Subject to the shareholders' ratification, the Board of Directors has
appointed the firm of Arthur Andersen LLP, which served as the Company's
independent public accountants for the last fiscal year, to serve as the
Company's independent public accountants for the current fiscal year. If the
shareholders do not ratify this appointment by the affirmative vote of a
majority of shares present in person or represented by proxy at the Meeting,
other independent accountants will be considered by the Board of Directors upon
recommendation of the Audit Committee.
A representative of Arthur Andersen LLP is expected to be present at
the Meeting and will have the opportunity to make a statement if he desires to
do so. The representative is also expected to be available to respond to
appropriate questions.
The Board of Directors recommends a vote "FOR" ratification of the
appointment of the independent public accountants.
SHAREHOLDER PROPOSALS
Proposals of shareholders intended to be presented at the Annual
Meeting of Shareholders in 1998 must be received by the Company by December 8,
1997 in order to be considered for inclusion in the Company's proxy statement
and form of proxy relating to that meeting.
SOLICITATION OF PROXIES
The accompanying form of proxy is being solicited on behalf of the
Board of Directors of the Company. The expense of solicitation of proxies for
the Meeting will be paid by the Company. In addition to the mailing of the proxy
material, the Company may solicit proxies in person or by telephone or telegraph
by directors, officers or regular employees of the Company or its subsidiaries.
20
<PAGE>
ANNUAL REPORT ON FORM 10-K
The Company will provide without charge to each person solicited by
this proxy statement, on the written request of any such person, a copy of the
Company's Annual Report on Form 10-K as filed with the Securities and Exchange
Commission for its most recent fiscal year. Such written request should be
directed to Mr. Paul J. Straub, Supervisor of Financial Reporting, at the
address of the Company appearing on the first page of this proxy statement.
The Board of Directors hopes that shareholders will attend the
Meeting. Whether or not you plan to attend the Meeting, shareholders are urged
to complete, date, sign and return the enclosed proxy promptly in the
accompanying envelope. Shareholders who attend the Meeting may vote their shares
personally even though they have sent in their proxies.
By Order of the Board of Directors
/s/ G. Lee Bohs
---------------------------------
G. Lee Bohs
Chief Financial Officer, Treasurer and Secretary
21
<PAGE>
RIGHT MANAGEMENT CONSULTANTS, INC.
PROXY SOLICITED BY THE BOARD OF DIRECTORS
Annual Meeting of Shareholders -- Thursday, May 8, 1997
The undersigned shareholder of RIGHT MANAGEMENT CONSULTANTS, INC. (the
"Company"), revoking all previous proxies, hereby constitutes and appoints
RICHARD J. PINOLA and JOSEPH T. SMITH, and each of them acting as
individually, as the attorney and proxy of the undersigned, with full power
of substitution, for and in the name and stead of the undersigned, to attend
the Annual Meeting of Shareholders of the Company to be held on Thursday, May
8, 1997, at 10:00 A.M. at the Company's headquarters, 1818 Market Street,
33rd Floor, Philadelphia, Pennsylvania, and to vote all shares of Common
Stock of the Company which the undersigned would be entitled to vote if
personally present at such Annual Meeting, and at any adjournment or
postponement thereof; provided that said proxies are authorized and directed
to vote as indicated with respect to the following matters:
1. [ ] FOR all nominees for director named below.
[ ] WITHHOLD AUTHORITY to vote for all nominees for director named below.
[ ] FOR all of the nominees for director named below, except WITHHOLD
AUTHORITY to vote for the nominee(s) whose name(s) is (are) lined
through.
Nominees: FRANK P. LOUCHHEIM, RICHARD J. PINOLA, JOSEPH T. SMITH, LARRY
A. EVANS, JOHN R. BOURBEAU, RAYMOND B. LANGTON, REBECCA J. MADDOX,
CATHERINE Y. SELLECK and MARTI D. SMYE
2. [ ] FOR the ratification of the Selection by the Board of Directors of
Arthur Andersen LLP, as the Company's independent public
[ ] AGAINST accountants for the current fiscal year.
[ ] ABSTAIN
3. In their discretion, the proxies will vote on such other business as
may properly come before the Meeting.
This Proxy when properly executed will be voted in the manner directed herein
by the undersigned shareholders. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED "FOR" THE NOMINEES FOR DIRECTOR AND "FOR" PROPOSAL 2 REFERRED TO IN THIS
PROXY. This proxy also delegates discretionary authority to vote with respect to
any other business which may properly come before the Meeting or any adjournment
or postponement thereof.
THE UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF THE ANNUAL REPORT, NOTICE OF
SAID MEETING AND THE PROXY STATEMENT FURNISHED IN CONNECTION THEREWITH. The
undersigned also hereby ratifies all that the said attorneys and proxies may
do by virtue hereof and hereby confirms that this proxy shall be valid and
may be voted whether or not the shareholder's name is signed as set forth
below or a seal is affixed or the description, authority or capacity of the
person signing is given or other defect of signature exists.
NOTE: PLEASE MARK, DATE AND SIGN THIS
PROXY CARD AND RETURN IT IN THE ENCLOSED
ENVELOPE. Please sign this proxy exactly
as name appears in address below. If
shares are registered in more than one
name, all owners should sign. If signing
in a fiduciary or representative
capacity, such as attorney-in-fact,
executor, administrator, trustee or
guardian, please give full title and
attach evidence of authority.
Corporations please sign with full
corporate name by a duly authorized
officer and affix the corporate seal.
Dated:_________________________ , 1997
________________________________(SEAL)
(Shareholder's Signature)
________________________________(SEAL)
(Shareholder's Signature)
