<PAGE>
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / 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 240.14a-11(c) or 240.14a-12
RIGHT MANAGEMENT CONSULTANTS, INC.
- -----------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
-----------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
----------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
----------------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
----------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
----------------------------------------------------------------------
5) Total fee paid:
----------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
___________________________________________________________________________
2) Form, Schedule or Registration Statement No.:
___________________________________________________________________________
3) Filing Party:
___________________________________________________________________________
4) Date Filed:
___________________________________________________________________________
<PAGE>
[GRAPHIC OMITTED]
RIGHT
--------------------------
MANAGEMENT CONSULTANTS(SM)
1818 Market Street
33rd Floor
Philadelphia, Pennsylvania 19103
---------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON THURSDAY, MAY 6, 1999
---------------------
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 6,
1999, at 10:00 a.m., at the Company's headquarters, 1818 Market Street, 33rd
Floor, Philadelphia, Pennsylvania, for the following purposes:
1. To elect eleven directors to hold office until the annual meeting of
shareholders in 2000 and until their respective successors are duly
elected and qualified.
2. To amend the Right Management Consultants, Inc. 1993 Stock Incentive
Plan.
3. To amend the Right Management Consultants, Inc. 1996 Employee Stock
Purchase Plan.
4. 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.
5. Such other business as may properly come before the Meeting.
The Board of Directors has fixed the close of business on March 18, 1999
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. A list of such holders will be open to the examination of
any shareholder, for any purpose germane to the Meeting, at the Company's
headquarters detailed above, for a period of ten days prior to the Meeting.
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
/s/ G. Lee Bohs
----------------------------------------
G. Lee Bohs
Secretary
Philadelphia, Pennsylvania
April 8, 1999
<PAGE>
RIGHT MANAGEMENT CONSULTANTS, INC.
1818 Market Street
33rd Floor
Philadelphia, PA 19103
PROXY STATEMENT FOR
ANNUAL MEETING OF SHAREHOLDERS
May 6, 1999
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 on Thursday, May 6,
1999, at 10:00 a.m., 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 8,
1999.
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 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, "FOR" the amendment of the 1993 Stock Incentive Plan, "FOR"
the amendment of the 1996 Employee Stock Purchase Plan 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 18, 1999, the record date fixed for the
determination of shareholders entitled to notice of and to vote at the Meeting,
there were outstanding 6,676,308 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 have the effect of
a vote to "Withhold Authority" in the election of directors or as a vote
"Against" all other matters included in the proxy. Eleven directors will be
elected at the Meeting by a plurality of all votes cast at the Meeting, which
means that the eleven nominees who receive the most votes will be elected. The
votes of a majority of the shares of shareholders who are either present in
person or represented by proxy at the Meeting are required to approve the other
proposals. Shareholders of the Company do not have the right to cumulate votes
in the election of directors or otherwise.
<PAGE>
Principal Shareholders and Management's Holdings
The following table sets forth certain information as of March 18, 1999
with respect to the holdings of Common Stock of each nominee for director, all
directors and officers as a group and each shareholder 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 18, 1999 with respect to any shares.
All of the individuals listed below are directors of the Company, except
for Mr. Erik A. Dithmer, who is a "named officer." 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>
FMR Corporation ............................................ 673,000 (2) 10.1%
Richard J. Pinola .......................................... 649,225 (3) 9.7%
T. Rowe Price Associates, Inc. ............................. 587,000 (4) 8.8%
Investment Advisers, Inc. .................................. 426,200 (5) 6.4%
Dimensional Fund Advisors, Inc. ............................ 415,150 (6) 6.2%
Joseph T. Smith ............................................ 261,591 (7) 3.9%
Frank P. Louchheim ......................................... 180,289 (8) 2.7%
Larry A. Evans ............................................. 104,662 (9) 1.6%
Frederick R. Davidson ...................................... 64,385 1.0%
John J. Gavin .............................................. 30,723 (10) *
Erik A. Dithmer ............................................ 26,326 (11) *
John R. Bourbeau ........................................... 23,513 (12) *
Dr. Marti D. Smye .......................................... 14,530 (13) *
Catherine Y. Selleck ....................................... 11,500 (14) *
Raymond B. Langton ......................................... 10,300 (15) *
Rebecca J. Maddox .......................................... 10,173 (16) *
All Directors and Officers as a Group (20 persons) ......... 1,573,260 (17) 23.6%
</TABLE>
- ------------
* Less than 1%.
(1) Any securities not currently outstanding but subject to options
exercisable by such shareholder within 60 days of March 18, 1999 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 1, 1999 filed by FMR Corporation
("FMR") with the Securities and Exchange Commission ("SEC"). In such
Schedule, FMR reported having sole dispositive power with respect to all
673,000 shares. FMR's address is 82 Devonshire Street, Boston, MA 02109.
(3) The number of shares listed as held by Mr. Pinola includes (a) currently
exercisable options to purchase an aggregate of 398,625 shares of the
Company's Common Stock and (b) an award of 7,000 shares of the Company's
Common Stock, issued effective January 1, 1999 for Mr. Pinola's
performance during 1998.
(4) Based on Schedule 13G dated February 12, 1999 filed by T. Rowe Price
Associates, Inc. ("Price Associates") with the SEC. In such Schedule,
Price Associates reported having sole voting power with respect to 57,000
shares and sole dispositive power with respect to all 587,000 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 500,000 shares, representing 7.5% 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.
(5) Based on Schedule 13G dated January 29, 1999 filed by Investment Advisers,
Inc. ("Investment Advisers") with the SEC. In such Schedule, Investment
Advisers reported having sole voting power and sole dispositive power with
respect to 357,200 shares and shared voting power and shared dispositive
power with respect to 69,000 shares. Investment Adviser's address is 3700
First Bank Place, Box 357, Minneapolis, MN 55440.
(6) Based on Schedule 13G dated February 11, 1999 filed by Dimensional Fund
Advisors, Inc. ("Dimensional") with the SEC. In such Schedule, Dimensional
reported having sole voting power and sole dispositive power with respect
to all 415,150 shares and states the following: "Dimensional, an investment
2
<PAGE>
advisor registered under Section 203 of the Investment Advisors Act of
1940, furnishes investment advice to four investment companies registered
under the Investment Company Act of 1940, and serves as investment manager
to certain other investment vehicles, including commingled group trusts.
(These investment companies and investment vehicles are the "Portfolios").
In its role as investment advisor and investment manager, Dimensional
possesses both voting and investment power over the securities of the
Issuer described in this schedule that are owned by the Portfolios. All
securities reported in this schedule are owned by the Portfolios, and
Dimensional disclaims beneficial ownership of such securities."
Dimensional's address is 1299 Ocean Avenue, 11th Floor, Santa Monica, CA
90401.
(7) The number of shares listed as held by Mr. Smith includes currently
exercisable options to purchase an aggregate of 170,400 shares of the
Company's Common Stock.
(8) 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, and (b) currently
exercisable options to purchase an aggregate of 4,875 shares of the
Company's Common Stock.
(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 13,125 shares of the Company's Common Stock.
(10) The number of shares listed as held by Mr. Gavin includes currently
exercisable options to purchase an aggregate of 13,333 shares of the
Company's Common Stock.
(11) The number of shares listed as held by Mr. Dithmer includes (a) an
aggregate of 300 shares which are held by Mr. Dithmer as custodian for his
six grandchildren and (b) currently exercisable options to purchase an
aggregate of 6,000 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 9,000 shares of the
Company's Common Stock.
(13) The number of shares listed as held by Dr. Smye includes currently
exercisable options to purchase an aggregate of 9,000 shares of the
Company's Common Stock.
(14) The number of shares listed as held by Ms. Selleck includes currently
exercisable options to purchase an aggregate of 9,000 shares of the
Company's Common Stock.
(15) The number of shares listed as held by Mr. Langton includes currently
exercisable options to purchase an aggregate of 9,000 shares of the
Company's Common Stock.
(16) The number of shares listed as held by Ms. Maddox includes currently
exercisable options to purchase an aggregate of 9,000 shares of the
Company's Common Stock.
(17) 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 740,542 shares of the
Company's Common Stock and (b) 4,861 shares held in the Company's 401(K)
Plan.
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, 1998, all
Section 16 (a) reports by its officers, directors and greater than ten percent
beneficial owners were timely filed except one report each, relating to a
Common Stock purchase by Dr. Smye and by Mr. Dorman.
3
<PAGE>
ELECTION OF DIRECTORS
Nominees for Election
At the Meeting, the shareholders will elect eleven directors to hold
office until the annual meeting of shareholders in 2000 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:
<TABLE>
<CAPTION>
Director
Name Since Age Position(s)
- ------------------------------- --------- ----- -----------------------------------------
<S> <C> <C> <C>
Frank P. Louchheim ............ 1980 75 Founding Chairman
Richard J. Pinola ............. 1989 53 Chairman of the Board of Directors and
Chief Executive Officer
Joseph T. Smith ............... 1991 63 Vice Chairman of the Board of Directors
John J. Gavin ................. 1999 42 President and Chief Operating Officer
Larry A. Evans ................ 1980 56 Executive Vice President and Founding
Principal
John R. Bourbeau .............. 1995 54 President of Right Associates(R) of the
Great Lakes Region, an Affiliate of the
Company
Raymond B. Langton ............ 1995 54 President and Chief Executive Officer of
SKM Applied Technology Partners
Rebecca J. Maddox ............. 1995 45 President of Capital Rose, Inc.
Catherine Y. Selleck .......... 1995 65 Business Consultant
Dr. Marti D. Smye ............. 1996 48 Executive Vice President
Frederick R. Davidson ......... 1997 62 Chairman of Davidson and Associates,
Pty. Ltd.
</TABLE>
Mr. Louchheim was one of the founders of the Company. From November 1980
until September 1987, he served as President, Chief Executive Officer and
Chairman of the Board of Directors of the Company. He continued to serve as
Chief Executive Officer and Chairman of the Board through December 1991. From
January 1992 to December 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 two outside companies: Epitaxx and
K-Tron International, a publicly held company.
4
<PAGE>
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 in which capacity
he served until December 1998. Effective January 1, 1999, Mr. Smith was
appointed Vice Chairman of the Board of Directors.
Mr. Gavin was employed at Arthur Andersen LLP in Philadelphia for 18 years
in which he served as the partner in charge of the manufacturing/distribution
industries. Mr. Gavin joined the Company in December 1996 as Executive Vice
President. In this capacity, Mr. Gavin was responsible for the overall
marketing strategy and business development activities for the Company's
worldwide locations. Effective January 1, 1999, Mr. Gavin was appointed
President and Chief Operating Officer of the Company. Also effective January 1,
1999, Mr. Gavin was elected a Director by the Board of Directors. Mr. Gavin is
a member of the Board of Advisors for Temple University's Fox School of
Business and he is a member of the Board of Trustees of the Eagle's Fly for
Leukemia Foundation.
Mr. Evans was professionally involved in the international finance and
venture capital industries, prior to May 1978. 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. Mr. Evans
serves on various boards of both non-profit organizations and community
associations. He also holds directorships with Data Com International, a
silicon chip manufacturing company, 4 Internet, an internet company, and Knite,
Inc., an automotive components manufacturing company.
Mr. Bourbeau founded Right Associates(R) of the Great Lakes Region, an
Affiliate of the Company, in 1981, where he currently serves as the Regional
Managing Principal and which has offices in Southfield, Grand Rapids,
Kalamazoo, Lansing and Midland, Michigan, as well as Toledo, Ohio. Mr. Bourbeau
also serves as a board member for both the State of Michigan Chamber of
Commerce and Human Synergistics, Inc., and is a member of the Economic Club of
Detroit.
Mr. Langton became President of SKF Bearing Industries in July 1987, 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 currently
the President and Chief Executive Officer of SKM Applied Technology Partners.
Mr. Langton is on the Board of Directors of MSC Industrial Direct Co., Inc. and
was formerly a member of the Regional Advisory Board of First Union Bank. 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. Ms. Maddox is also a member of the Regional Advisory Board of PNC
Bank.
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 Chief Executive
Officer. She is now an independent business consultant to information
technology companies on a wide range of business issues. Ms. Selleck is a
Trustee of Occidental College.
Dr. Smye was a partner of the industrial psychology firm, Jackson Smith,
from 1981 to 1989. 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 three books titled You
Don't Change a Company by Memo: The Simple Truths About Managing Change,
Corporate Abuse: How "Lean and Mean" Robs People and Profits and Is It Too Late
5
<PAGE>
to Runaway and Join the Circus? Dr. Smye also serves on various boards of both
private companies and community associations, including the Harvard Business
School Club of Toronto. In March 1999, Dr. Smye was elected an Executive Vice
President of the Company by the Board of Directors.
Mr. Davidson is the Chairman of Davidson and Associates, Pty. Ltd., an
Asia-Pacific career transition firm of which the Company acquired a fifty-one
percent interest during 1997. Mr. Davidson was elected a Director by the Board
of Directors on July 24, 1997. Mr. Davidson has published numerous articles on
career planning, termination practices and managing large scale staff
reductions, and he is the author of The Art of Executive Firing and Handbook of
Executive Survival. Mr. Davidson is the founding president of the Australian
Association of Outplacement Consulting Firms.
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, ensuring that compensation is at market levels
and is supportive of overall Company goals and objectives, 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, the Vice Chairman, and the President/Chief Operating
Officer.
The Audit Committee is comprised of Ms. Selleck, Chairwoman, 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. Pinola, Louchheim, Evans, Langton, and Davidson serve on the
Nominating Committee, of which Mr. Louchheim 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 1998, the Board of Directors met six times, the Compensation and
Options Committee met seven times, two of which were special meetings, and the
Audit Committee met three times. The Executive and Finance Committee and the
Nominating Committee did not meet during 1998. Mr. Davidson and Dr. Smye
attended fewer than 75% of all Board meetings that they were scheduled to
attend during the year.
Certain Relationships and Related Party Transactions
Right Associates(R) of the Great Lakes Region ("RAGLR"), the Affiliate
owned by Mr. Bourbeau, received approximately $870,000 in fees from the Company
during 1998 for services the Affiliate performed on behalf of the Company.
RAGLR incurred approximately $2,533,000 in royalties and fees payable to the
Company for services the Company performed during 1998 on behalf of RAGLR,
including 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.
6
<PAGE>
PROPOSAL TO AMEND THE RIGHT MANAGEMENT CONSULTANTS, INC.
1993 STOCK INCENTIVE PLAN (the "Plan")
The Board of Directors believes the Company's stock option program is an
effective means of attracting, motivating and retaining key personnel of the
Company, and that the authorization of additional shares for the grant of
options under the Plan will facilitate the achievement of the Plan's purpose.
The current aggregate maximum number of shares of common stock for which
options have been and may be granted pursuant to the Plan is 2,475,000.
Currently, there are approximately 608,000 such shares available for grant.
However, should the Company achieve target performance criteria for the years
1999 and 2000, it is expected that a majority of these shares will be awarded
in late 1999 or early 2000.
In order to provide for grants after 1999 and to have available shares in
order to attract further key personnel, on March 25, 1999, the Board of
Directors amended the Plan, subject to shareholder approval, to increase the
aggregate maximum number of shares for which options may be granted under the
Plan by 750,000 from 2,475,000 to 3,225,000. The number of shares available for
grant was therefore increased from approximately 608,000 to approximately
1,358,000. In addition, to align the Plan's termination date with the Company's
fiscal year end in 2003, the Board of Directors amended the Plan's termination
date to December 31, 2003.
1. Summary of the Plan
The key features of the Plan are as follows:
(a) Eligibility. All employees, directors and managing principals are
eligible to receive options under the Plan. Only employees (including
employee-directors) are eligible to receive restricted stock under the Plan.
Members of the committee administering the Plan (see "Administration" below)
are ineligible to receive any awards under the Plan. Currently, there are
approximately 980 persons eligible to receive awards under the Plan.
(b) Grant. The Plan allows the Committee (as defined below) to grant
singly, or in any combination, options and restricted stock as the Committee,
in its sole discretion, may determine. Options may be in the form of Incentive
Stock Options or Non-qualified Stock Options.
(c) Shares Covered by the Plan. The maximum number of shares of common
stock reserved for issuance under the Plan (the "Plan Shares"), as amended, is
3,225,000 (increased from the 2,475,000 share maximum prior to the amendment),
subject to adjustment upon the occurrence of a stock dividend, stock split,
recapitalization or certain other capital adjustments. If an option granted
under the Plan expires or terminates without having been fully exercised for
any reason or, generally, if restricted stock granted under the Plan is
forfeited for any reason, the Plan Shares underlying the unexercised portion of
such option or forfeited restricted stock, as the case may be, may again be the
subject of one or more awards granted pursuant to the Plan. No more than
675,000 of the Plan Shares are available for award in the form of restricted
stock. Prior to the date of this proxy, option grants have been made under the
Plan to the following persons and groups (with the underlying share amounts
immediately following each person or group): Richard J. Pinola, Chairman and
Chief Executive Officer (630,625); Frank P. Louchheim, Founding Chairman
(30,375); Joseph T. Smith, Vice Chairman (295,975); John J. Gavin, President
and Chief Operating Officer (65,000); G. Lee Bohs, Executive Vice President and
Chief Financial Officer (107,025); Larry A. Evans, Executive Vice President
(19,125); Erik A. Dithmer, Executive Vice President (21,000); Marti D. Smye,
Executive Vice President (15,000); all current executive officers as a group
(1,294,375); all other employees as a group (583,971). As of March 18, 1999,
the fair market value of a share of common stock of the Company was $15.75.
(d) Administration. The Plan is administered by a committee composed of
two or more of the Company's Directors (the "Committee"). Each member of the
Committee is a non-employee director as such term is defined in Rule 16b-3
under the Securities Exchange Act of 1934, as amended and an "outside director"
within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as
amended (the "Code"). Subject to the provisions of the Plan, the Committee is
authorized to determine the participants to whom, and the times at which,
awards under the Plan shall be granted. Furthermore, the Committee determines
the type of award to be granted and the number of shares underlying options
and/or amount of restricted stock (or any combination thereof) comprising such
award. The Committee is authorized to determine other terms and conditions of
awards which are not inconsistent with the Plan. Any awards granted pursuant to
the Plan will be evidenced by an award document setting forth the terms of the
7
<PAGE>
award. Interpretation and construction by the Committee of any provision of the
Plan or of any award document is final, binding and conclusive. The Board of
Directors has appointed Raymond B. Langton, Rebecca J. Maddox and Catherine Y.
Selleck to serve as the members of the Committee, until their resignation or
removal from such Committee.
(e) Term of the Plan. No award may be granted under the Plan, as amended,
after December 31, 2003 (changed from the original termination date of October
27, 2002).
(f) Option Provisions.
(i) Exercise Price of Options under the Plan. The Committee determines
for each option grant, the exercise price for the shares covered thereby (the
"Option Shares"). The exercise price cannot be less than 85% of the fair market
value of the Option Shares at the time of grant, provided that, with respect to
all Incentive Stock Options, the exercise price may not be less than 100% of
the fair market value of such shares on the date that the option is granted. In
addition, if an Incentive Stock Option is granted to an optionee who then owns,
directly or by attribution under Section 424(d) of the Code, shares of the
Company's stock possessing more than 10% of the total combined voting power of
all classes of stock of the Company, the exercise price must be at least 110%
of the fair market value of such shares on the date the option is granted.
(ii) Payment. Payment for shares of common stock purchased upon
exercise of options may be made in cash or by such other mode of payment as the
Committee may approve.
(iii) Restriction on Exercise. An option cannot be exercised before the
later of six months from the date of grant or the expiration of any longer
period prescribed by the Committee.
(iv) Term of Options. The right of an optionee to exercise any part of
an option granted pursuant to the Plan terminates on the first to occur of the
following:
(A) Ten years after the date of grant or expiration of the option
terms specified in the option document;
(B) If an Incentive Stock Option, five years from the date of grant
if the optionee possesses more than 10% of the combined voting power of
all classes of stock of the Company;
(C) Expiration of one year from the date the optionee's employment or
service terminates with the Company as a result of death or disability;
(D) Expiration of three months from the date the optionee's
employment or service with the Company terminates for any reason other
than death, disability or those reasons specified in subsections (F) and
(G) of this paragraph;
(E) The date set by the Committee as an accelerated expiration of
termination date (which can be no earlier than 30 days after notice of
such date) in the event of a "Change of Control" (as defined in the
Plan);
(F) The date of a finding by the Committee that the optionee (a)
became employed by a competitor without the consent of the Company or
has become engaged in competition with the Company, (b) has been
dishonest or fraudulent in any matter affecting the Company, (c)
committed an act substantially detrimental to the interest of the
Company or was terminated for reasons which constitute cause under
applicable law, or (d) disclosed secret or confidential information of
the Company; and
(G) The date set by the Board as an accelerated expiration date in
the event of the liquidation or dissolution of the Company.
In the event an optionee is found to have done anything described in clause
(F), in addition to immediate termination of the option, the optionee will
automatically forfeit all Option Shares for which the Company has not yet
delivered stock certificates, upon refund by the Company of the amounts paid
for such Option Shares.
(v) Transferability of Options. Options granted under the Plan are not
transferable by the optionee except by will or laws of descent and
distribution. However, a non-qualified stock option may be transferred pursuant
to the terms of a "qualified domestic relations order" within the meaning of
Sections 401(a)(13) and 414(p) of the Code or within the meaning of the
Employee Retirement Income Security Act of 1974, as amended.
8
<PAGE>
(vi) Amendment of the Option Documents. The Committee may amend the
provisions of option documents issued to an optionee, subject to the optionee's
consent if the amendment is not favorable to the optionee. Consent of the
optionee is not required for acceleration of the expiration date of an option
granted under the Plan in the event of the dissolution or liquidation of the
Company or by the occurrence of certain other corporate transactions.
(g) Restricted Stock. The Plan authorizes the Committee to grant awards of
restricted stock consisting of shares that may not be sold, transferred or
otherwise disposed of by participants and which may be forfeited in the event
of termination of employment or for other reasons as determined by the
Committee prior to the end of a restriction period established by the
Committee. The minimum restriction period that may be established by the
Committee is six months from the grant of restricted stock. An award of
restricted stock entitles a participant to all of the rights of a stockholder
of the Company, including the right to vote and receive any dividends thereon
unless otherwise determined by the Committee. The Committee, in its sole
discretion, may permit or require the payment of any cash dividends on
restricted stock to be deferred and, if the Committee so determines, reinvested
in additional restricted stock or other investment vehicles. An award of
restricted stock may contain other restrictions or limitations at the
discretion of the Committee. Unless otherwise provided by the Committee at the
time of grant or otherwise, upon termination of employment for any reason
during a restriction period, all shares of restricted stock still subject to
restriction will be forfeited by the participant. At the expiration of each
applicable restriction period, the Company will release to the participant
certificates for the restricted stock as to which any applicable restrictions
and conditions have been satisfied.
(h) Amendments of the Plan. The Board of Directors or its executive
committee in its discretion, may amend the Plan from time to time but may not,
without obtaining shareholder approval within twelve months before or after
such action, change the class of the individuals eligible to receive an
Incentive Stock Option or increase the maximum number of Plan Shares (other
than as a result of an adjustment in the event of a stock dividend, stock
split, recapitalization or certain other capital adjustments), or make any
other change or amendment as to which shareholder approval is required in order
to satisfy the conditions set forth in Rule 16b-3 promulgated under the
Securities Exchange Act of 1934, as amended. No amendment to the Plan shall
adversely affect any outstanding option or restricted stock, without the
consent of the optionee or the holder of restricted stock, as the case may be.
Subject to the provisions of the Plan, the Board of Directors may authorize
adjustments to options granted under the Plan with respect to the number of
shares subject to the options, option price, term and any restrictions. Such
adjustments may be accomplished by cancellation of outstanding options and
subsequent granting of options. The Board of Directors may not reduce the
exercise price of outstanding options other than for adjustments in the
Company's capitalization without first obtaining shareholder approval.
(i) Change of Control. In the event of a Change of Control of the Company
(as defined in the Plan), all options previously granted become immediately
exercisable, and the Compensation Committee may take whatever other action with
respect to the outstanding options and restricted stock it deems necessary or
desirable.
2. Federal Income Tax Matters
The following discussion is intended to point out the general principles
of current federal income tax law applicable to the options and restricted
stock.
(a) Incentive Stock Options.
Incentive Stock Options granted under the Plan are intended to qualify for
the favorable federal income tax treatment currently accorded "Incentive Stock
Options" as defined under Section 422 of the Code.
Under the Code, generally no federal income tax is imposed at the time an
Incentive Stock Option is granted or exercised. While ordinarily no income is
required to be recognized at the time an Incentive Stock Option is exercised,
it should be noted that, for purposes of the alternative minimum tax, an
Incentive Stock Option is treated as a Non-Qualified Stock Option. Accordingly,
the excess of the fair market value of the shares of stock subject to the
Incentive Stock Option, determined at the time of exercise, over the exercise
price constitutes ordinary income for purposes of the alternative minimum tax.
If an optionee disposes of stock acquired pursuant to the exercise of an
Incentive Stock Option within the same taxable year as the exercise of such
option, then the amount of ordinary income recognized for alternative minimum
tax purposes is the lesser of (i) the excess of the fair market value of the
9
<PAGE>
shares over the exercise price at the time the option is exercised, and (ii) the
excess of the amount realized on the sale of such stock by the optionee over the
exercise price. Accordingly, the exercise of an Incentive Stock Option by an
optionee may cause the optionee to incur some alternative minimum tax. For
purposes of the alternative minimum tax, the basis of stock acquired through the
exercise of any Incentive Stock Option is equal to the fair market value taken
into account in determining the amount of ordinary income recognized for
alternative minimum tax purposes.
If the shares of stock acquired upon the exercise of an Incentive Stock
Option are not disposed of (i) within two years after the date of the grant of
the Incentive Stock Option, or (ii) within one year after the exercise of the
Incentive Stock Option, then, generally, any gain realized upon the sale or
other disposition of such shares will be treated as long-term capital gain.
These holding periods are not applicable to Incentive Stock Options exercised
after the death of an optionee by his estate or a person who acquired the right
to exercise such Incentive Stock Option by reason of the death of the optionee.
The optionee's tax basis, in shares of stock acquired upon the exercise of
an Incentive Stock Option, in the event that the entire exercise price is paid
in cash, is equal to the exercise price paid. In a case where the optionee pays
all or a portion of the exercise price in the form of shares of stock of the
Company already owned by him or her, in general, (i) the optionee will not
recognize any gain (or loss) with respect to the already-owned shares, but the
amount of the gain, if any, which is not so recognized will be excluded from
the optionee's bases in the new shares received, and (ii) the new shares
received will have a holding period that includes the holding period of the
already-owned shares. In the event the already-owned shares used to acquire new
shares were acquired pursuant to the exercise of an Incentive Stock Option, the
optionee will be treated as having made a Disqualifying Disposition (as defined
below) of the already-owned shares if the holding period requirements have not
been satisfied.
In the event an optionee sells or otherwise disposes of shares of stock
acquired upon the exercise of an Incentive Stock Option before the expiration
of two years after the grant of the Incentive Stock Option or before the
expiration of one year after the exercise of the Incentive Stock Option (a
"Disqualifying Disposition"), the lesser of (i) the excess of the fair market
value of the shares of stock at the time the Incentive Stock Option was
exercised over the exercise price of such shares, and (ii) the excess of the
amount realized upon such Disqualifying Disposition over the exercise price, is
treated as ordinary income at the time of the sale or other disposition. Any
gain upon a Disqualifying Disposition which is not treated as ordinary income
will be treated as long-term capital gain if the shares of stock have been held
for a period of more than one year prior to such disposition. The Company
generally is entitled to a tax deduction equal to the amount of ordinary
income, if any, recognized by the optionee upon a Disqualifying Disposition.
(b) Non-Qualified Stock Options.
Non-qualified Stock Options granted under the Plan will not qualify for
the favorable federal income tax treatment accorded Incentive Stock Options.
Generally, an optionee should not recognize any income for federal income tax
purposes at the time of the grant of a Non-qualified Stock Option under the
Plan. Upon the exercise of a Non-qualified Stock Option, the excess of the fair
market value of the shares of stock acquired pursuant to such exercise,
determined at the time of the exercise, over the exercise price, constitutes
ordinary income to the optionee. The Company generally is entitled to a
corresponding income tax deduction for the taxable year in which the optionee
is required to recognize such ordinary income.
Optionees who are subject to the short-swing profits rules of Section
16(b) of the Securities Exchange Act of 1934, as amended ("Section 16(b)"),
unless they elect within 30 days of exercising a Non-qualified Stock Option to
be taxed as of the time of such exercise (on the basis of the fair market value
of the stock at the time of such exercise), are permitted to defer the
recognition of gain from the exercise until the earlier of (i) the expiration
of the six-month period described in such sales, and (ii) the first day on
which the sale of such stock at a profit will not subject such optionee to suit
under Section 16(b).
(c) Restricted Stock.
Generally, a participant who receives a grant of restricted stock will
recognize ordinary income with respect to such stock in the year or years in
which such stock ceases to be subject to forfeiture. The amount of ordinary
10
<PAGE>
income recognized will be equal to the fair market value of the restricted
stock on the date it ceases to be subject to forfeiture. Notwithstanding the
general rule, a participant who receives restricted stock which is subject to
forfeiture may elect, within 30 days of the issuance of such stock, to include
in his or her taxable income for the year of issuance an amount equal to the
fair market value of such restricted stock at the date of such issuance. If a
participant makes this election, no additional ordinary income is required to
be recognized at the time the risk of forfeiture for such restricted stock
lapses. However, in the event that such participant actually forfeits the
stock, such participant may not deduct the amount previously included in income
pursuant to the election. Any dividends paid to a participant on restricted
stock prior to the lapse of the risk of forfeiture will be treated as ordinary
income.
The Company will be entitled to a deduction with respect to a restricted
stock award in the year in which ordinary income is recognized by the
participant on account of such award. Such deduction will be equal to the
amount of ordinary income recognized by the participant with respect to such
restricted stock.
(d) Relevance of Distinction Between Capital Gains and Ordinary Income.
Currently, the maximum rate of tax imposed on ordinary income is 39.6% and
the maximum marginal rate of tax imposed on long-term capital gains is 28%. In
addition to this difference in tax rates, the distinction between capital gains
and ordinary income is relevant for a number of reasons, including the fact
that capital losses only are deductible against capital gains and a limited
amount ($3,000) of ordinary income.
The above description is a partial summary of material provisions of the
1993 Stock Incentive Plan and is qualified in its entirety by reference to the
1993 Stock Incentive Plan, a copy of which will be sent without charge prior to
the Meeting to any shareholder requesting it from the Secretary of the Company.
The affirmative vote of the holders of a majority of the Company's Common
Stock present at the meeting in person or by proxy is required to approve the
amendment to the Plan adopted by the Board as described above. THE BOARD OF
DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" APPROVAL OF THE ADOPTION OF
THE AMENDMENT TO THE 1993 STOCK INCENTIVE PLAN.
PROPOSAL TO AMEND THE RIGHT MANAGEMENT CONSULTANTS, INC.
1996 EMPLOYEE STOCK PURCHASE PLAN
On March 28, 1996, the Board of Directors of the Company adopted the Right
Management Consultants, Inc. 1996 Employee Stock Purchase Plan (the "ESPP") and
reserved 150,000 shares of authorized common stock of the Company for issuance
under the ESPP. The shareholders of the Company approved the ESPP at the 1996
Annual Meeting of Shareholders on May 9, 1996. As adopted, the ESPP had a
duration of five years, subject to earlier termination by the Board of
Directors, and permitted employees to purchase Company Common Stock through
payroll deductions during twenty consecutive quarterly offerings, beginning
July 1, 1996. Eligible employees on each offering date were able to purchase
full shares through payroll deductions of up to 10% of quarterly compensation
and the shares would be bought at a price which is 85% of the average market
price on the applicable calendar-quarterly period, but in no event could more
than $25,000 worth of common stock be purchased in a calendar year.
On March 25, 1999 the Board of Directors amended the ESPP. In summary, the
amendment (i) increased the number of shares of Common Stock of the Company to
be reserved for granting thereunder by 150,000 shares, (ii) changed the persons
eligible to purchase shares under the ESPP; and (iii) changed the ESPP's
termination date to December 31, 2003, to align it with the end of the
Company's fiscal year in 2003.
Number of Shares under the ESPP. As of March 24, 1999, 61,865 shares were
available for purchase under the ESPP. During 1998, a total of 36,151 shares
were purchased under the ESPP. Management estimates that approximately 60,000
shares will be purchased under the ESPP during 1999. In order to have
sufficient shares available for purchase during the period ending December 31,
2003, the Board of Directors amended the ESPP on March 25, 1999 to add 150,000
shares of Common Stock to the ESPP, subject to the Shareholders' approval of
such amendment.
Eligibility. As adopted in 1996, all employees of the Company or its
subsidiaries were eligible to participate in the ESPP, except an employee who
owns 5% or more of the stock of the Company or any subsidiary, or
11
<PAGE>
an employee subject to the reporting requirements under Section 16 of the
Securities Exchange Act of 1934, as amended ("Act"). In addition, only employees
who had completed one year of service were eligible to participate in the ESPP.
Following the adoption of the ESPP, the Securities and Exchange Commission
adopted a new Rule 16b-3 under the Act that generally exempts the purchase of
shares from an employee stock purchase plan from the coverage of Section 16 of
the Act. The Board of Directors, following a recommendation of its Compensation
and Options Committee, on March 25, 1999 amended the ESPP, subject to
shareholder approval, to permit employees subject to Section 16 of the Act to
participate in the ESPP. The Board of Directors further amended the ESPP,
subject to shareholder approval, to reduce the service requirement from one year
to one-half year.
Termination Date. The Termination Date of the ESPP as adopted in 1996 was
June 30, 2001. To align the Termination Date with the fiscal year end of the
Company's fiscal year in 2003, the Board of Directors amended the ESPP's
termination date to December 31, 2003.
The affirmative vote of the holders of a majority of the Company's Common
Stock present at the meeting in person or by proxy is required to approve the
amendment to the ESPP adopted by the Board as described above. THE BOARD OF
DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" APPROVAL OF THE ADOPTION OF
THE AMENDMENT TO THE 1996 EMPLOYEE STOCK PURCHASE PLAN.
12
<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 1998
(the "named officers"), as well as the compensation paid to each such
individual for 1996 and 1997.
<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 1998 $500,000 $881,000(3) $ -- 25,000 $90,300
Chairman of the 1997 500,000 -- -- 42,300 52,375
Board and CEO 1996 450,000 337,500 120,900 61,425 65,438
Joseph T. Smith 1998 $325,000 $373,750 $ -- 15,000 $53,688
Vice Chairman of 1997 325,000 -- -- 26,100 34,875
the Board 1996 300,000 195,000 74,400 40,500 43,313
Erik A. Dithmer 1998 $210,000 $341,438 $ -- 4,500 $ 3,750
EVP -- Northeast 1997 184,300 67,619 -- 5,250 2,375
Group 1996 175,000 52,543(4) -- 4,500 3,563
John J. Gavin 1998 $325,000 $208,000 $ -- 10,000 $ 3,750
President and COO 1997 325,000 -- -- -- --
1996 21,667(5) -- -- 20,000 --
Dr. Marti D. Smye 1998 $221,493 $258,267 $ -- 3,000 $ --
Executive Vice 1997 240,000 64,000(6) -- -- --
President 1996 200,000(7) -- -- 9,000 --
</TABLE>
- ------------
(1) Mr. Pinola and Mr. Smith held restricted shares of 7,800 and 4,800
respectively, with year-end 1998 values of approximately $115,000 and
$71,000, respectively. The amount reflected above as compensation for 1996
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 for 1996) 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
1996 and are subject to the attainment of a minimum three year cumulative
earnings per share ("EPS") level. 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. Based on the final
three year cumulative EPS results from 1996 to 1998, the restricted shares
awarded in the beginning of 1996 were forfeited by the recipient back to
the Company during 1999.
(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) For his performance during 1998, Mr. Pinola was awarded 7,000 shares of the
Company's Common Stock, issued effective January 1, 1999. At January 1,
1999, the stock award had a fair market value of $99,750, calculated by
applying the closing price of the Company's Common Stock on the NASDAQ on
the next business day after the effective date of the award ($14.25 on
January 4, 1999). The fair market value of this stock award is included
above with Mr. Pinola's bonus in 1998.
(4) Mr. Dithmer's bonus for 1996 includes $30,171 in sales commissions in
addition to his incentive bonus.
(5) Mr. Gavin joined the Company in December 1996. His 1996 salary was prorated
based on length of service.
(6) Dr. Smye's bonus during 1997 was the result of the Company's People Tech
line of business achieving internal revenue goals.
(7) Dr. Smye joined the Company in March 1996. Her 1996 salary was prorated
based on length of service.
13
<PAGE>
Stock Option Grants
The table below shows option grants in 1998 to the named officers.
<TABLE>
<CAPTION>
Potential Realizable Value
at Assumed Annual Rates of
Stock Price Appreciation
for
Individual Grants Option Term (2)
---------------------------------------------------------------------- --------------------------
Number of % of Total Options
Underlying Options Granted to Employees Exercise Expiration
Name Granted in 1998 (1) in 1998 Price Date 5% 10%
- ----------------------- --------------------- ---------------------- ---------- ----------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Richard J. Pinola ..... 25,000 16.2% $ 13.25 6/30/08 $465,943 $1,510,473
Joseph T. Smith ....... 15,000 9.7% $ 13.25 6/30/08 279,566 906,284
John J. Gavin ......... 10,000 6.5% $ 13.25 6/30/08 186,377 604,189
Erik A. Dithmer ....... 4,500 2.9% $ 13.25 6/30/08 83,870 271,885
Dr. Marti D. Smye ..... 3,000 1.9% $ 13.25 6/30/08 55,913 181,257
</TABLE>
- ------------
(1) All of the grants detailed above were made on July 1, 1998 in connection
with the Company achieving its mid-year EPS target. The first one-third of
each grant becomes exercisable on July 1, 1999. 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 Internal Revenue 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.
Option Exercises and Year-end Option Value
The table below shows information concerning the exercise of stock options
during 1998 by each of the named officers and the year-end value of the
in-the-money unexercised options.
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money Options
Options at 12/31/98 (#) at 12/31/98 ($) (1)
-------------------------------- -------------------------------
Shares Acqd. Value
on Exercise (#) Realized ($) Exercisable Non-exercisable Exercisable Non-exercisable
----------------- -------------- ------------- ----------------- ------------- ----------------
<S> <C> <C> <C> <C> <C> <C>
Richard J. Pinola ........ 78,750 $333,506 364,050 73,675 $710,580 $ --
Joseph T. Smith .......... 33,750 269,494 148,200 45,900 415,463 --
John J. Gavin ............ -- -- 13,333 16,667 -- 15,000
Erik A. Dithmer .......... -- -- 6,250 9,500 14,620 17,750
Dr. Marti D. Smye ........ -- -- 6,000 6,000 -- 4,500
</TABLE>
- ------------
(1) Based on the closing price ($14.75) on the NASDAQ on December 31, 1998.
Employment Agreements and Change in Control Agreements
Effective January 1, 1999, the Company and Mr. Pinola entered into an
amendment to Mr. Pinola's Employment Agreement, dated December 12, 1995 and
expired December 31, 1998. Pursuant to the amendment, the term of Mr. Pinola's
employment with the Company was extended for a three year period from January
1, 1999 to December 31, 2001 and his base salary was increased to $530,000 per
annum.
Under Mr. Pinola's amended agreement, the Company will pay to Mr. Pinola
annually as incentive compensation a cash bonus based on 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.
14
<PAGE>
The amended 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 this 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 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
will not be renewed at the end of the 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 $530,000 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 this
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
$530,000.
Effective January 1, 1999, the Company and Mr. Smith entered into an
amendment to Mr. Smith's Employment Agreement, dated December 12, 1995 and
expired December 31, 1998. The terms of the amended agreement are substantially
the same as those of Mr. Pinola's agreement except that Mr. Smith's base salary
is increased to $350,000 per annum and any component of his compensation
determined by his base salary is based upon his salary of $350,000. Under Mr.
Smith's amended agreement, 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, 1999, the Company entered into an Employment
Agreement with Mr. Gavin having an initial term expiring December 31, 2001. The
terms of Mr. Gavin's agreement are substantially the same as those of Mr.
Pinola's and Mr. Smith's amended agreements, except that Mr. Gavin's initial
base salary is $350,000, and any component of his compensation determined by
his initial base salary is based upon his salary of $350,000. Mr. Gavin is also
entitled to participate in a deferred compensation plan with substantially the
same terms as outlined above for Mr. Smith.
To enhance 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
not be 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
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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.
Pursuant to the Company's Affiliate Agreements, the Affiliates may have a
right of first refusal to purchase shares of the Company's Common Stock in case
of certain proposed sales or exchanges of the Company's Common Stock. Under the
terms of the Affiliate Agreements, in the event that 51% or more of the Common
Stock of the Company is proposed to be sold by one or more stockholders of the
Company in a single transaction (exclusive of a corporate merger or
consolidation in which the Company is not the surviving party and transactions
in which the common stock of another company is exchanged for the Common Stock
of the Company), the Affiliates may have a right of first refusal to acquire
the Common Stock of the Company being sold under the same terms as the proposed
transaction.
Compensation of Directors
For 1998, the Company paid all directors who were not Company officers or
employees $17,000 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.
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, 1998. The first one-third of such options become
exercisable on December 31, 1999. The options vest on a cumulative basis,
one-third each year and they expire on December 31, 2003. 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 $14.75.
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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 is tied
to improvement in EPS and, in the case of group executives and regional
managing principals, to their region's and group's operating performance. This
policy reflects management's belief that continuous improvement in EPS and
growth in group revenue and operating income directly contributes toward
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 Company staff and by compensation consultants'
published surveys, and by the review of comparable public companies' executive
compensation disclosures in their annual proxy statements. The primary
companies used in the compensation comparison are other publicly held
consulting and service firms, although privately-held professional services
companies of similar size are also considered in determining pay level
opportunity.
Pay Mix and Measurement For Executives
The compensation of executives currently includes base salary, annual
incentive compensation 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.
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 other comparison
companies. 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.
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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 ("COO").
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 exceeded its 1998 EPS
target which resulted in corporate executive officers receiving an incentive
award greater than their target amount. 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 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 1998, no adjustment was made to incentive pay for any executive of the
Company.
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 in part based on the achievement of regional and/or
group revenue and income targets. No awards are made unless a threshold
regional and/or group revenue target level is achieved that generally reflects
growth over the prior year.
Long-term Incentives ("LTI")
The Company provides executives with the opportunity to earn annual stock
options in order to retain and motivate them to improve long-term stock values.
Annual grants of 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.
Stock options are granted only if the Company achieves its annual EPS
target and, in the case of managing principals, the individual meets their
sales target and their group achieves its operating income target 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 1998 and each group met their
respective income targets, accordingly, stock options were granted to all
eligible employees, including managing principals who met their individual
regional sales targets.
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 to
substantially all employees, including executives, under Section 401(K) of the
Internal Revenue 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 Internal Revenue Code
limitations. The Company also provides discretionary contributions if the
Company meets or exceeds the EPS target. A discretionary contribution of an
additional 12.5% of the participating employee's contribution was made for 1998
as the Company exceeded its EPS target.
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In addition, the Company provides a non-qualified creditor exempt salary
savings plan to eligible employees to help them save for retirement. Under the
plan, participants may contribute an elected percentage of their annual cash
compensation.
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 1998, 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 1998, 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 awards.
In accordance with Mr. Pinola's Employment Agreement noted previously in
this report, Mr. Pinola's annual base salary during 1998 was $500,000. Mr.
Pinola received additional compensation based on the Company exceeding targeted
1998 results. Mr. Pinola's annual base salary will be $530,000 during 1999.
Compensation and Options Committee
Raymond B. Langton, Chairman
Rebecca J. Maddox
Catherine Y. Selleck
Compensation Committee Interlocks and Insider Participation in Compensation
Mr. Pinola, the Company's Chief Executive Officer and Chairman, makes
general recommendations to and reviews with the Compensation and Options
Committee the compensation of the Company's executive officers, other than his
own. This information is carefully considered by the Committee. Except for the
foregoing, during 1998, 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
1998 had any relationship with the Company other than as a director and member
of such committee.
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COMMON STOCK PERFORMANCE
Set forth below are two line graphs. The first line graph compares for the
period December 31, 1993 through December 31, 1998, the cumulative total 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 Russell 2000 Index, and the common stock issued by
companies with SIC Code: 8742, Management Consulting Services Index ("SIC Code
Index"). While the SIC Code Index was selected primarily because it is
representative of the Company's professional service business, the Russell 2000
Index was selected because it represents a comparable market capitalization.
The indices utilized in this line graph differ from those utilized in the
Company's previous fiscal year, which is presented in the second line graph
below. The Company believes that the SIC Code Index and the Russell 2000 Index
compare more effectively with the Company based on the aforementioned selection
criteria.
The second line graph compares for the period December 31, 1993 through
December 31, 1998, the cumulative total 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 the
common stock issued by companies in a peer group selected by the Company. The
peer group consists of the following companies: Robert Half International,
Inc., Staff Builders, Inc., First Health Group, Corp., Information Resources,
Inc., and National Tech Team, Inc. 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.
COMPARISON OF 5-YEAR CUMULATIVE TOTAL RETURN AMONG RIGHT MANAGEMENT
CONSULTANTS, INC., SIC CODE INDEX AND RUSSELL 2000 INDEX
[GRAPHIC OMITTED]
20
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COMPARISON OF 5-YEAR CUMULATIVE TOTAL RETURN AMONG RIGHT MANAGEMENT
CONSULTANTS, INC., PEER GROUP INDEX AND NASDAQ MARKET INDEX
[GRAPHIC OMITTED]
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.
OTHER BUSINESS
The Board of Directors does not know of any further business to be
presented at the Meeting. However, should any other matter requiring a vote the
shareholders arise, the persons appointed by the enclosed proxy intend to vote
on those matters in accordance with their judgment as to the best interests of
the Company.
SHAREHOLDER PROPOSALS
Proposals of shareholders intended to be presented at the Annual Meeting
of Shareholders in 2000 must be received by the Company by December 3, 1999 in
order to be considered for inclusion in the Company's proxy statement and form
21
<PAGE>
of proxy relating to that meeting. At the 2000 Annual Meeting of Shareholders,
Management of the Company will have discretionary authority to act upon such
matters as may be brought before the meeting or any adjournment thereof as to
which written notice was not received by the Company on or before February 21,
2000.
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.
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 SEC for its most recent
fiscal year, including the financial statements and the financial statement
schedules required to be filed with the SEC. Such written request should be
directed to Ms. Kimberly A. Fisher, Senior Financial Reporting Associate, at
the address of the Company appearing on the first page of this proxy statement.
The Board of Directors urges shareholders to attend the Meeting. Whether
or not you plan to attend the Meeting, shareholders are asked 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
Secretary
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RIGHT MANAGEMENT CONSULTANTS, INC.
PROXY SOLICITED BY THE BOARD OF DIRECTORS
Annual Meeting of Shareholders -- May 6, 1999
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 (the "Meeting") to be held on Thursday, May 6,
1999, 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 the 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,
JOHN J. GAVIN, LARRY A. EVANS, JOHN R. BOURBEAU, RAYMOND B. LANGTON,
REBECCA J. MADDOX, CATHERINE Y. SELLECK, MARTI D. SMYE, and
FREDERICK R. DAVIDSON
2. / / FOR the amendment of the Right Management Consultants, Inc. 1993
Stock Incentive Plan.
/ / AGAINST
/ / ABSTAIN
3. / / FOR the amendment of the Right Management Consultants, Inc. 1996
Employee Stock Purchase Plan.
/ / AGAINST
/ / ABSTAIN
4. / / 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
5. 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, 3 and 4
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: ----------------------, 1999
---------------------------- (SEAL)
(Shareholder's Signature)
---------------------------- (SEAL)
(Shareholder's Signature)
