<PAGE>
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the registrant [X]
Filed by a party other than the registrant [_]
Check the appropriate box:
[_] Preliminary proxy statement
[X] Definitive proxy statement
[_] Definitive additional materials
[_] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
FMC GOLD COMPANY
(Name of Registrant as Specified In Its Charter)
FMC GOLD COMPANY
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
[_] $500 per each party to the controversy pursuant to Exchange Act Rule 14a-
6(i)(3).
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
(4) Proposed maximum aggregate value of transaction:
[_] 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>
LOGO
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
Reno,
Nevada
March 21, 1994
To the Stockholders:
The Annual Meeting of the Stockholders of FMC Gold Company (the "Company") will
be held in the Gold Room of The Stanford Court Hotel, Nob Hill, San Francisco,
California, on Wednesday, May 4, 1994, at 11:00 AM for the following purposes:
1. To elect seven directors of the Company to hold office for one year and
until their successors are respectively elected and qualified;
2. To ratify the appointment of KPMG Peat Marwick as the Company's
independent auditors for fiscal year 1994; and
3. To transact such other business as may properly come before the meeting
or any adjournment or postponement thereof.
Only stockholders of record at the close of business on March 16, 1994, are
entitled to notice of, and to vote at, the meeting and at any adjournment or
postponement thereof. A complete list of such stockholders will be open for
examination by any stockholder for any purpose germane to the meeting at the
offices of Pillsbury, Madison & Sutro, 235 Montgomery Street, Suite 1652B, San
Francisco, California, Attention: E. Griffin, for a period of 10 days prior to
the meeting.
IF YOU DO NOT EXPECT TO ATTEND IN PERSON, PLEASE SIGN AND RETURN THE ENCLOSED
PROXY.
By order of the Board of Directors
Robert L. Day
Secretary
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<C> <S> <C>
Solicitation.............................................................. 1
I. Election of Directors............................................... 1
Nominees for Director............................................... 2
Information Concerning the Board of Directors....................... 2
Security Ownership of the Company................................... 3
Continuing Intercompany Arrangements................................ 4
II. Ratification of Selection of Independent Auditors................... 5
III. Executive Compensation.............................................. 6
IV. Vote Required....................................................... 11
V. Proposals for 1995 Annual Meeting................................... 11
VI. Compliance With Section 16(a) of the Securities Exchange Act........ 11
VII. Other Matters....................................................... 11
</TABLE>
<PAGE>
PROXY STATEMENT
FMC Gold Company
5011 Meadowood Way, Suite 200
Reno, Nevada 89502
March 21, 1994
SOLICITATION
This Proxy Statement is being furnished in connection with the solicitation of
proxies by the Board of Directors of FMC Gold Company, A Delaware corporation
("FMC Gold" or the "Company") from holders of the Company's outstanding shares
of common stock, par value of $.01 per share (the "Common Stock") for use at
the Annual Meeting of Stockholders of the Company (the "Annual Meeting") to be
held at the time and place and for the purposes set forth in the accompanying
Notice. Proxies furnished may be revoked by a stockholder at any time prior to
their use and the shares represented by the proxies received will be voted as
directed. If no direction is given, the shares will be voted as recommended by
the Board of Directors.
The Company will pay all expenses connected with the solicitation of proxies.
In addition to solicitation by mail, officers, directors and regular employees
of the Company or FMC Corporation ("FMC") may solicit proxies by telephone,
telegraph or personal call without special compensation therefor. The Company
expects to reimburse banks, brokers and other persons for their reasonable out-
of-pocket expenses in handling proxy material for beneficial owners.
Only holders of record of Common Stock at the close of business on March 16,
1994, are entitled to vote at the Annual Meeting. On that date there were
issued and outstanding 73,484,395 shares of Common Stock. Each of such shares
is entitled to one vote.
The Annual Report of the Company for the year 1993, including financial
statements, and this proxy statement and accompanying form of proxy, were
mailed on March 21, 1994, to all stockholders of record as of March 16, 1994.
I. ELECTION OF DIRECTORS
Unless directed otherwise, the proxies received will be voted for the nominees
named below. The management expects that all nominees will be able and willing
to serve as directors. If any nominee is unable or declines to serve, the
proxies will be voted for a person nominated by the present Board of Directors
to fill the vacancy or the size of the Board may be reduced.
<PAGE>
RECOMMENDATION OF THE BOARD
THE BOARD RECOMMENDS A VOTE "FOR" THE ELECTION OF THE NOMINEES LISTED BELOW AS
DIRECTORS OF THE COMPANY.
NOMINEES FOR DIRECTOR
<TABLE>
<CAPTION>
Principal Occupation,
Age Other Directorships Year First
at and Position with the Elected
Name of Nominee 3/1/94 Company a Director
- --------------- ------ --------------------- ----------
<S> <C> <C> <C>
Larry D. 51 Chairman of the Board and Chief Executive Officer 1991
Brady of the Company since November 1991; President (93)
and a Director (89) of FMC; Executive Vice Presi-
dent of FMC (89), Vice President--Corporate Devel-
opment of FMC (88-89); Vice President and General
Manager, Agricultural Chemical Group of FMC (83-
88)
Robert N. 56 Chairman of the Board and Chief Executive Officer 1988
Burt of the Company (89-91); Chairman of the Board and
Chief Executive Officer of FMC since November 1,
1991; President of FMC (90-93); Executive Vice
President of FMC (88-90); Vice President, General
Manager--Defense Systems Group of FMC (83-88)
Paul L. 63 President, Lakeside Corporation; Partner--Law Firm 1987
Davies, Jr. of Pillsbury, Madison & Sutro (63-89); Director of
FMC, Sumitomo Bank of California
Nha D. Hoang 51 Vice President--International of the Company since 1993
November, 1993; Director, International of FMC
(87-93)
Brian J. 50 President of the Company since 1987; Manager--Min- 1987
Kennedy erals Division of FMC (84-87); and Director of
Natural Resource Operations for FMC (80-84)
Edmund W. 79 Retired Chairman and Chief Executive Officer, Utah 1987
Littlefield International, Inc.
Arthur D. 57 Vice President--Finance of FMC since 1987; Vice 1987
Lyons President and Controller of FMC (82-87)
</TABLE>
INFORMATION CONCERNING THE BOARD OF DIRECTORS
Directors who are not employees of the Company or FMC each receive an annual
fee of $10,000 for service on the Board and an attendance fee of $500 for each
meeting of the Board or its committees. Directors who are also officers or
employees of the Company or of FMC are not entitled to any fees.
During 1993, the Board of Directors held three meetings and the incumbent
nominees attended all meetings of the Board and its committees, except for Mr.
Burt who missed two meetings.
The Board has a standing Audit Committee and a standing Compensation Committee,
each consisting of Messrs. Davies and Littlefield.
The Audit Committee reviews the effectiveness of the independent public
accountants and internal auditors, including the scope of their audit
activities and ensures that no restrictions are placed on the
2
<PAGE>
scope or implementation of their audits; the fees of the independent public
accountants and any significant comments or problems identified as a result of
their audits; and the nature of any material changes in accounting policies or
practices. The Committee also inquires into the effectiveness and adequacy of
the Company's financial and accounting organization and internal controls,
reviews officers' expense accounts, reviews with management and the independent
public accountants the financial statements and other material included in any
registration statement or annual report filed with the Securities and Exchange
Commission, reviews transactions between the Company and FMC and evaluates
procedures for securing and confirming compliance with the Business Conduct
Guidelines. The Audit Committee, of which Mr. Littlefield is Chairman, met
twice during 1993.
The Compensation Committee reviews and approves executive compensation policies
and practices, and establishes the total compensation for the President-Chief
Operating Officer. In addition, the Committee approves participants in the
Company's long term incentive plan, financial targets for performance awards,
and the form and amounts of awards to be made under the plan. The Compensation
Committee, of which Mr. Davies is Chairman, met once during 1993.
The Board does not have a standing nominating committee.
SECURITY OWNERSHIP OF THE COMPANY
Management. The following table shows, as of March 1, 1994, the number of
shares of Common Stock of the Company and shares of Common Stock of FMC
beneficially owned by each director and nominee, each of the persons named in
the Summary Compensation Table and by all directors and executive officers of
the Company as a group:
<TABLE>
<CAPTION>
Amount and Nature of
Beneficial
Ownership(1)
-----------------------
FMC Gold FMC
Name of Beneficial Owner Company Corporation
------------------------ -------- -----------
<S> <C> <C>
Donald L. Beckwith 500 3,543
Larry D. Brady 3,000 81,019(2)
Robert N. Burt 1,000 125,167(2)
Paul L. Davies, Jr. 1,000 38,339(3)
Nha D. Hoang -- 3,523(2)
Brian J. Kennedy 700 10,042(2)
Edmund W. Littlefield 3,600 --
Arthur D. Lyons 1,000 63,552(2)
All directors and executive officers as a group
(10 persons) 10,800 339,023
</TABLE>
- --------
(1) Each of the individuals referred to holds less than 1 percent of the
outstanding Company Shares and FMC Shares. Except as noted, all reported
shares are owned of record and beneficially.
(2) Includes (i) shares held directly, (ii) shares held by the FMC Employees'
Thrift and Stock Purchase Plan and (iii) shares subject to options that are
exercisable. Item (ii) and (iii) in the aggregate are: Mr. Beckwith, 3,543
shares; Mr. Brady, 71,019 shares; Mr. Burt, 86,861 shares; Mr. Hoang, 3,523
shares; Mr. Kennedy, 10,042 shares; Mr. Lyons, 56,248 shares; and for all
directors and officers as a group, 231,236 shares.
(3) Includes 25,000 shares owned by Mr. Davies as direct beneficial owner;
4,500 shares held in trust of which Mr. Davies is the trustee or a co-
trustee; and 7,000 shares owned by Mr. Davies' wife. Mr. Davies disclaims
beneficial interest in 9,500 of these shares. Also includes 1,839 shares
credited to Mr. Davies' account under the FMC Deferred Stock Plan for Non-
Employee Directors.
3
<PAGE>
Certain Other Beneficial Owners. The following table shows the name and address
of each person known to the Company to own more than 5 percent of the Company's
outstanding shares of Common Stock as of March 1, 1994:
<TABLE>
<CAPTION>
Amount and
Nature of Percent
Name and Address Beneficial of
of Beneficial Owner Ownership Class
----------------------------------------------- ---------- -------
<S> <C> <C>
Meridian Minerals Company 8,000,000(1) 10.9%
5613 DTC Parkway
Englewood, Colorado 80111
FMC Corporation 58,606,700(2) 79.8%
200 East Randolph Drive Chicago, Illinois 60601
</TABLE>
- --------
(1) Meridian Minerals, a subsidiary of Burlington Resources, Inc., acquired
these shares as part of the acquisition by the Company in 1990 of Meridian
Gold Company.
(2) Includes six million shares held of record by FMC Wyoming Corporation, a
wholly-owned subsidiary of FMC.
CONTINUING INTERCOMPANY ARRANGEMENTS
The following discussions are summaries of the management services and tax
allocation agreements between the Company and FMC.
Management Services Agreement. Effective as of May 2, 1987, the Company entered
into a management services agreement (the "Management Services Agreement") with
FMC pursuant to which FMC has agreed to furnish executive, administrative,
financial, accounting, legal, environmental, tax, research and development,
employee benefits plan, risk management and certain other services to the
Company upon the Company's request. The nature and extent of the services
provided by FMC under the Management Services Agreement are similar to those
historically provided by FMC. The Management Services Agreement is terminable
as of the end of any year by either party upon 60 days' written notice. The
Company compensates FMC at FMC's direct and indirect cost, including allocated
overhead, for services provided by FMC. Overhead allocations have been (and FMC
has advised the Company that such allocations are expected to continue to be)
based, among other things, on the level of Company sales as compared with
aggregate FMC sales.
The Management Services Agreement also provides for the use of the services of
certain of the Company's employees (primarily geologists) by FMC on a similar
cost compensation basis. The Company believes that all determinations with
respect to direct and indirect costs (including allocated overhead) under the
Management Services Agreement have been made by FMC in a manner that is fair
and reasonable in the circumstances. FMC will also determine which personnel
are available to provide services for the Company. The Company's financial
statements reflect costs of $2.6 million for the year ended December 31, 1993,
computed in accordance with the Management Services Agreement.
4
<PAGE>
Principally as a cash management device, the Management Services Agreement also
provides for intercompany loans of excess cash to FMC or from FMC to the
Company. Any such advances are repayable on a demand basis and bear interest at
a rate equal to FMC's then current weighted average borrowing cost on debt of
like maturity or investing rate for the relevant period.
Tax Allocation Agreement. The Company has been included in the consolidated
Federal income tax return filed by FMC as the common parent for itself and its
other subsidiary companies for all tax periods ending on or before May 15,
1990. Effective May 15, 1990, the Company began to file separate consolidated
federal tax returns on a stand-alone basis. For taxable years beginning with
1988 and ending May 15, 1990, the Company and FMC have entered into an
agreement (the "Tax Agreement") which provided generally that the Company would
pay to FMC amounts of regular Federal income tax equal to the tax the Company
would then have been required to pay if it had filed a separate return and
would pay such amount whether or not FMC was in a current taxpaying position.
The Company was also liable to FMC for a percentage of consolidated return
alternative corporate minimum tax liability, if any, even in those cases where
the Company was not liable for alternative corporate minimum tax on a separate
return basis.
In case of carrybacks of the Company's losses or credits to years ending on or
before May 15, 1990 in which the Company could have utilized such loss or
credit, FMC will pay to the Company amounts equal to the refunds arising from
such carrybacks that the Company would then have been entitled to receive had
it filed separate Company returns. The Company believes that all determinations
under the Tax Agreement have been made by FMC in a manner that is fair and
reasonable in the circumstances. The Company also has a continuing agreement
with FMC covering state income taxes.
Purchase of Products and Other Arrangements. In the ordinary course of
business, the Company and its Jerritt Canyon Joint Venture purchase certain
products from FMC (principally sodium cyanide for the Paradise Peak and Royal
Mountain King operations and soda ash for the Jerritt Canyon mill). In 1993
purchases of sodium cyanide amounted to $2.0 million, and purchases of soda ash
amounted to $0.2 million. All purchases (and any other transactions between the
Company and FMC which are not specifically discussed above) were on terms no
less favorable than the Company believes could be obtained from an unaffiliated
third party, giving due consideration where appropriate to the Company's status
as a long-term and preferred customer of FMC.
II. RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS
KPMG Peat Marwick, which served as independent auditors for the Company in
1993, has been recommended by the Audit Committee of the Board to act in that
capacity in 1994. A representative of KPMG Peat Marwick is expected to be
present at the meeting, with the opportunity to make a statement if such
representative desires to do so, and will be available to respond to
appropriate questions.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" RATIFICATION OF THE SELECTION OF
KPMG PEAT MARWICK AS INDEPENDENT AUDITORS FOR THE YEAR 1994.
5
<PAGE>
III. EXECUTIVE COMPENSATION
The following tables, charts and narrative show all compensation that has been
awarded or paid to or earned by the Chief Executive Officer (CEO) and each
executive officer whose total salary and bonus in 1993 exceeded $100,000:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long Term
Compensation
Annual --------------------
Compensation Awards Payouts
-------------- ------------ -------
(1) (2)
(1) LTIP All Other
Name And Principal Salary Bonus Options/SARs Payouts Compensation
Position Year ($) ($) (#) ($) ($)
(A) (B) (C) (D) (E) (F) (G)
------------------ ---- ------- ------ ------------ ------- ------------
<S> <C> <C> <C> <C> <C> <C>
Larry D. Brady (3) 1993 18,790 9,110 -- -- 1,426
Chairman of the Board, 1992 17,443 11,620 1,570(4) -- 1,510
and Chief Executive Of-
ficer
1991 13,980 9,682 -- -- 897
Brian J. Kennedy 1993 157,231 58,254 -- -- 10,751
President 1992 149,740 70,978 64,600 155,520 8,433
1991 143,006 61,779 -- -- 7,366
Donald L. Beckwith 1993 118,879 42,261 -- -- 7,984
Vice President--Opera-
tions 1992 114,962 49,319 38,600 99,790 6,174
1991 106,154 39,790 -- -- 5,292
</TABLE>
- --------
(1) Executive officers who were granted options in 1992 were also granted
contingent performance awards which become payable, in cash, in 1996 only
if (i) the Compensation Committee determines that the options then have
little or no value, (ii) the officer has continued in the employment of the
Company, and (iii) performance objectives established by the Committee are
achieved. The amounts of such contingent award in 1992 was $124,800 for Mr.
Kennedy, and $74,600 for Mr. Beckwith. LTIP payments in 1992 are the
contingent cash awards granted in 1988 in tandem with stock options which,
on December 31, 1992, had no value.
(2) Consists of Company matching payments to Thrift (401(k)) plans.
(3) Mr. Brady became Chairman of the Board and Chief Executive Officer on
November 26, 1991. All compensation shown for Mr. Brady represents
allocations to the Company under the Management Services Agreement.
(4) Allocated portion of options to purchase FMC Common Stock granted by FMC.
LONG-TERM AWARDS
No stock options or SARs were granted in 1993 to any of the persons named in
the Summary Compensation Table.
6
<PAGE>
AGGREGATED OPTION EXERCISES AND YEAR-END OPTION VALUES
Shown below is further information with respect to options to purchase the
Company's Common Stock. No options were exercised in 1993 by any of the named
persons and, as of December 31, 1993, the exercise price applicable to all
exercisable options was significantly above market price. The closing price of
the Company's Common Stock at December 31, 1993, was $5.25.
<TABLE>
<CAPTION>
Number of Unexercised Value of Unexercised in
Options/SARs at Fiscal the money options at
Year-End (#) Fiscal Year-End ($)
------------------------- -------------------------
Exercisable/Unexercisable Exercisable/Unexercisable
Name (A) (B) (C)
-------- ------------------------- -------------------------
<S> <C> <C>
Larry D. Brady -- --
Brian J. Kennedy 42,200/64,600 0/64,600
Donald L. Beckwith 29,000/38,600 0/38,600
</TABLE>
RETIREMENT PLANS
Under the Pension Plan and its supplements, "covered remuneration" includes
only the remuneration appearing in Columns (C) and (D) of the Summary
Compensation Table on page 6. The following table shows the estimated annual
retirement benefits under the Pension Plan for eligible salaried employees
(including officers) payable to employees at various salary levels who retire
in 1994 at age 65 (normal retirement age) for representative years of service.
The amount shown will not be reduced by Social Security benefits or other
offsets. Payment of benefits shown is contingent upon continuance of the
present provisions of the Pension Plan until the employee retires.
PENSION PLAN TABLE
<TABLE>
<CAPTION>
Estimated Annual Retirement Benefits for
Years of Service Indicated
-------------------------------------------
15
Final Average Earnings Years 20 Years 25 Years 30 Years 35 years
---------------------- ------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
$ 50,000.................... $ 9,427 $ 12,569 $ 15,711 $ 18,853 $ 21,995
150,000.................... 31,927 42,569 53,211 63,853 74,495
250,000.................... 54,427 72,569 90,711 108,853 126,995
350,000.................... 76,927 102,569 128,211 153,853 179,495
</TABLE>
Final average earnings in the above table means the average of covered
remuneration for the highest 60 consecutive calendar months out of the 120
calendar months immediately preceding retirement. Benefits applicable to a
number of years of service or final average earnings different from those in
the above table, or to a person who retires after 1993, are equal to the sum of
(A) 1 percent of allowable Social Security Covered Compensation ($24,312 for a
participant retiring at age 65 in 1994) times years of credited service and (B)
1.5 percent of the difference between final average earnings and allowable
Social Security Covered Compensation times years of credited service. ERISA
limits the annual benefits that may be paid from a tax-qualified retirement
plan. Accordingly, as permitted by ERISA, the Company has adopted supplemental
arrangements to maintain total benefits upon retirement at the levels shown in
the table. At January 15, 1994, Messrs. Kennedy and Beckwith had, respectively,
20 and 14 years of credited service under the Plan.
7
<PAGE>
REPORT OF THE COMPENSATION COMMITTEE
FMC Gold's executive compensation program is designed to align total
compensation with shareholder interests. The program:
. Incents and rewards executives for sound business management and
improvement in shareholder value.
. Balances its components so that annual financial and longer term
strategic objectives are recognized.
. Requires achievement of objectives within a "high performance"
environment to be rewarded financially.
. Attracts, motivates and retains executives necessary for the long-term
success of FMC Gold.
The program comprises three compensation components--base salary, variable
incentive awards (annual bonus) and long-term incentive awards (stock options).
Base Salary. FMC Gold uses external survey sources provided by MCS-777, Hewitt
Associates and Wyatt Mining Industry survey to set competitive compensation
levels (salary ranges) for its executives. These databases cover most companies
in the Fortune 500 and many competitors in the mining industry. Performance
graph companies are well represented.
Salary ranges for FMC Gold executives are established that relate to similar
positions in other companies of comparable size and complexity. Within these
ranges, target performance levels are delineated to recognize different levels
of performance ranging from a "learner" or "needs improvement" level to an
"exceptional" level.
The starting placement in salary range is a function of an employee's
contribution (i.e., skills, experience and expertise, and anticipated job
performance). Each year, performance is evaluated against mutually agreed-upon
objectives and performance standards that may, in large part, be highly
subjective; a performance rating is established; and a salary increase may be
granted.
B.J. Kennedy has served as President since 1987. In determining his salary
increase for 1993, the Compensation Committee considered FMC Gold's strong
year-to-year financial performance, cost saving measures in office
consolidation, exploration initiatives in Chile and Mexico, and Mr. Kennedy's
sponsorship of change initiatives throughout FMC Gold. His 1993 performance
balanced the short-term financial management needs of the corporation and its
longer term strategic needs around globalization, exploration and diversity.
Variable Incentive Award (annual bonus). All executives participate in the
Company's Management Incentive Plan. Achievement of high standards of business
and individual performance are rewarded financially, and significant
compensation is at risk for failing to meet those high standards. At the
executive level target incentives range from 25-30 percent of base salary,
while the actual payments can range from zero to twice the target incentive
based on performance, and are calculated by comparing financial performance and
individual strategic performance to objectives established for the year.
8
<PAGE>
Business performance was weighted at 40 percent of the total and is evaluated
against an Operating Profit After Tax target. Strategic performance, weighted
at 60 percent, is measured against key strategic objectives which focused on
globalization, profitable growth and diversity, as well as exploration and gold
discovery. In 1993, both OPAT and strategic performance targets were met.
Long-term Incentive Awards. The Company's long-term incentive plan is designed
to link closely the long-term reward of executives with increases in
shareholder value. While giving broad discretion to the Committee to select
appropriate types of awards, it has consisted of a combination of non-qualified
stock options and a conditional dollar award payable only if the stock option
has little or no value at the end of a four-year period, performance criteria
are met and the Compensation Committee approves payment. The award vesting
period is four years, with an option term of 15 years. Certain executives of
the Company, typically the financial officers, have been regarded as having
career opportunities throughout FMC Corporation, the Company's parent, and are
therefore given awards under FMC's long-term plan rather than under the
Company's plan. Those awards generally are structured and calculated in the
same manner as under the Company's plan.
To determine the number of options to be granted to an executive, the Committee
first multiplies the midpoint of the salary range for an executive's salary
grade by a percentage applicable to that grade (ranging from 20 percent to 50
percent) and divides that product by the then current market price for the
Company's shares. The Committee then applies a multiple based on comparative
data, individual contributions and potential and current business conditions.
In recent years that multiple has ranged from one to three. In approving grants
under the Plan, the number of options previously awarded to and held by
executive officers is considered but is not regarded as a significant factor in
determining the size of current option grants.
Performance targets applicable to the conditional dollar award have been
subjective, requiring the Committee to assess the performance of a participant
in terms of shareholder value improvement using criteria such as relative share
price performance, gold reserve additions, operating performance and other
considerations the Committee deems appropriate. No conditional dollar awards
were paid in 1993.
Awards to persons named in the Summary Compensation Table and other executive
officers are generally made every four years; no awards were made in 1993
except for two newly elected officers.
The $1 million cap on tax deductible compensation is not an issue for FMC Gold
since the total compensation of its executives does not reach that level.
The preceding report has been furnished by the following members of the
Compensation Committee:
Paul L. Davies, Jr., Chairman
Edmund W. Littlefield
9
<PAGE>
STOCKHOLDER RETURN PERFORMANCE PRESENTATION
Set forth below is a line graph comparing the yearly change in the cumulative
total stockholder return on the Company's Common Stock against the cumulative
total return of the S&P Composite 500 Stock Index and the S&P Gold Index for
the period of five fiscal years commencing January 1, 1989 and ended December
31, 1993.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
FMC GOLD, S&P 500 INDEX, & S&P GOLD MINING INDEX
LOGO
<TABLE>
<CAPTION>
December 31 1988 1989 1990 1991 1992 1993
--------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
FMC GOLD ^^ 100.00 101.56 81.91 45.33 41.25 48.59
--------------------------------------------------------
S&P 500 . 100.00 131.69 127.60 166.47 179.15 197.21
--------------------------------------------------------
S&P GOLD ^^ 100.00 145.47 128.47 104.35 97.43 178.49
</TABLE>
Assumes that the value of the investment in the Company's Common Stock and each
index was $100 on December 31, 1988, and that all dividends were reinvested.
10
<PAGE>
IV. VOTE REQUIRED
Under Delaware law, directors are elected by a plurality of the votes of the
shares present in person or represented by proxy at the meeting and entitled to
vote on the election of directors. This means that the seven nominees for
election as directors at the Annual Meeting who receive the greatest number of
votes cast for the election of directors by the holders of the Company's Common
Stock entitled to vote at that meeting, a quorum being present, shall become
directors at the conclusion of the tabulation of votes. An affirmative vote of
the holders of a majority of the Company's Common Stock present in person or
represented by proxy and entitled to vote at the meeting, a quorum being
present, is necessary to approve the action proposed in item II of this Proxy
Statement.
Under Delaware law and the Company's Certificate of Incorporation and By-Laws,
the aggregate number of votes entitled to be cast by all stockholders present
in person or represented by proxy at the meeting, whether those stockholders
vote "FOR", "AGAINST" or abstain from voting, will be counted for purposes of
determining the minimum number of affirmative votes required for approval of
item II, and the total number of votes cast "FOR" that matter will be counted
for purposes of determining whether sufficient affirmative votes have been
cast. An abstention from voting and broker non-votes on a matter have the same
legal effect as a vote "against" the matter.
V. PROPOSALS FOR 1995 ANNUAL MEETING
Stockholder proposals for the 1995 Annual Meeting must be received at the
principal executive offices of the Company not later than November 21, 1994,
for inclusion in the 1994 proxy statement and form of proxy.
VI. COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT
Section 16(a) of the Securities Exchange Act requires the Company's officers
and directors, and persons who own more than ten percent of a registered class
of the Company's equity securities, to file reports of ownership and changes in
ownership on Forms 3, 4 and 5 with the Securities and Exchange Commission (SEC)
and the New York Stock Exchange. The Company has undertaken the preparation and
filing of such reports on behalf of its officers and directors.
Based solely on the Company's review of the forms it has filed and copies of
such forms it has received, the Company believes that all its officers,
directors and greater than ten percent beneficial owners complied with all
filing requirements applicable to them with respect to transactions during
fiscal 1993 except for Form 5s for Brian Kennedy, Donald Beckwith and James
Kelly, which were filed by the Company approximately two weeks late.
VII. OTHER MATTERS
The Board does not know of any other business which may be presented for
consideration at the meeting. If any business not described herein should come
before the meeting, the persons named in the enclosed proxy will vote on those
matters in accordance with their best judgment.
Robert L. Day
Secretary
11
<PAGE>
FMC Gold Company
5011 Meadowood Way
Reno, Nevada 89502
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NOTICE OF
ANNUAL MEETING OF STOCKHOLDERS
MAY 4, 1994
AND PROXY STATEMENT
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LOGO
FMC GOLD COMPANY
<PAGE>
PROXY FMC GOLD COMPANY [LOGO]
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
The undersigned hereby appoints Larry D. Brady, Brian J. Kennedy and Robert L.
Day, and each of them, proxy for the undersigned, with full power of
substitution, to vote in the manner indicated on the reverse side, and with
discretionary authority as to any other matters that may properly come before
the meeting, all shares of common stock of FMC Gold Company which the
undersigned is entitled to vote at the annual meeting of stockholders of FMC
Gold Company to be held on May 4, 1994, at the Gold Room of The Stanford Court
Hotel, Nob Hill, San Francisco, California, at 11:00 A.M. or any adjournment
thereof.
NOT VALID UNLESS DATED AND SIGNED ON REVERSE SIDE
This proxy when properly executed will be voted in the manner directed herein
by the undersigned stockholder. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR PROPOSALS 1 AND 2.
<PAGE>
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY. [_]
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1. ELECTION OF SEVEN DIRECTORS--
Nominees: L.D. Brady, Robert N. Burt, Paul L. Davies, Jr., Nha D. Hoang,
Brian J. Kennedy, Edmund W. Littlefield and Arthur D. Lyons.
FOR [_] WITHHOLD [_] FOR ALL [_] (Except Nominee(s) written below)
_________________________________
2. Ratification of the Appointment of Independent Auditors.
FOR [_] AGAINST [_] ABSTAIN [_]
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSALS 1 AND 2.
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PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
Dated: ______________________, 1994
Signature(s) ___________________________________________________________________
________________________________________________________________________________
Please sign exactly as name appears at left. When shares are held by joint
tenants, both should sign. When signing as attorney, executor, administrator,
trustee or guardian, please give full title as such. If a corporation, please
sign in full corporate name by President or other authorized officer. If a
partnership, please sign in partnership name by authorized person.