<PAGE>
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 Section 240.14a-11(c) or Section 240.14a-12
FMC GOLD COMPANY
- --------------------------------------------------------------------------------
(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] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
[_] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
-------------------------------------------------------------------------
(2) Aggregate number of securities to which 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:
-------------------------------------------------------------------------
Notes:
<PAGE>
LOGO
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
Reno,
Nevada
March 26, 1996
To the Stockholders:
The Annual Meeting of the Stockholders of FMC Gold Company (the "Company") will
be held in the Malta Room of the Stouffer Renaissance Esmerelda Resort, 44-400
Indian Wells Lane, Indian Wells, California 92210, on Wednesday, May 1, 1996,
at 11:00 AM for the following purposes:
1. To elect five 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 LLP as the Company's
independent auditors for fiscal year 1996; 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 13, 1996, 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
place where the meeting will be held (Attention: Mr. Steve Pufpaf) 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....................................................... 12
V. Proposals for 1997 Annual Meeting................................... 12
VI. Compliance With Section 16(a) of the Securities Exchange Act........ 12
VII. Other Matters....................................................... 12
</TABLE>
<PAGE>
PROXY STATEMENT
FMC Gold Company
5011 Meadowood Way, Suite 200
Reno, Nevada 89502
March 26, 1996
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 13,
1996, 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 1995, including financial
statements, and this proxy statement and accompanying form of proxy, were
mailed on or about March 26, 1996, to all stockholders of record as of March
13, 1996.
I. ELECTION OF DIRECTORS
At a meeting held on February 8, 1996, the Board of Directors approved a full
slate of six nominees for election as directors, including the five nominees
listed below and Mr. Nha D. Hoang. On March 20, 1996, Mr. Hoang, who has served
as a director since 1993, notified the Company of his resignation as an officer
and a director of the Company to accept a position with another corporation.
The vacancy created by his resignation is not being filled at this time.
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 3/1/96 Company a Director
- --------------- ------ --------------------- ----------
<S> <C> <C> <C>
Larry D. 53 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); Director of Harnischfeger Indus-
tries
Robert N. 58 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); Director of
Phelps-Dodge Corporation and Warner-Lambert Co.
Paul L. 65 President, Lakeside Corporation; Partner--Law Firm 1987
Davies, Jr. of Pillsbury, Madison & Sutro (63-89); Director of
FMC
Brian J. 52 President of the Company since 1987 1987
Kennedy
Edmund W. 81 Retired Chairman and Chief Executive Officer, Utah 1987
Littlefield International, Inc.
</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 1995, the Board of Directors held five meetings and, except for Mr.
Burt, the incumbent nominees attended at least 75 percent of all meetings of
the Board and its committees.
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 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
2
<PAGE>
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 1995.
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 twice during 1995.
The Board does not have a standing nominating committee.
SECURITY OWNERSHIP OF THE COMPANY
Management. The following table shows, as of March 1, 1996, 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>
Steven E. Baginski -- --
Donald L. Beckwith 500 4,120(2)
Larry D. Brady 3,000 92,477(2)
Robert N. Burt 1,000 187,862(2)
Paul L. Davies, Jr. 1,000 38,713(2)(3)
Nha D. Hoang -- 4,081(2)
Brian J. Kennedy 700 10,607(2)
Edmund W. Littlefield 3,600 --
All directors and executive officers as a group
(8 persons) 9,800 337,860(2)
</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, 4,120
shares; Mr. Brady, 77,577 shares; Mr. Burt, 142,451 shares; Mr. Hoang,
4,081 shares; Mr. Kennedy, 10,607 shares; and for all directors and
executive officers as a group, 238,936 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 2,213 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, 1996:
<TABLE>
<CAPTION>
Amount and
Nature of Percent
Name and Address Beneficial of
of Beneficial Owner Ownership Class
----------------------------------------------- ---------- -------
<S> <C> <C>
Glacier Park Company(1) 8,000,000(1) 10.9%
5613 DTC Parkway
Englewood, Colorado 80111
FMC Corporation 58,790,000 80.0%
200 East Randolph Drive Chicago, Illinois 60601
</TABLE>
- --------
(1) Glacier Park Company, a subsidiary of Burlington Resources, Inc., holds
these shares which were acquired by another subsidiary of Burlington as
part of the acquisition by the Company in 1990 of Meridian Gold Company.
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 benefit 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 compared with
aggregate FMC sales.
The Management Services Agreement also provides for the use of the services of
certain of the Company's employees by FMC on a similar cost compensation basis.
FMC will also determine which personnel are available to provide services for
the Company. 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. The Company's financial statements reflect
costs of $1.0 million for the year ended December 31, 1995, 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
and for all tax periods beginning after March 31, 1994. For the periods between
May 15, 1990 and March 31, 1994, the Company filed separate consolidated
federal returns for itself and its subsidiaries. The Company and FMC have
entered into various agreements (the "Tax Agreement(s)") to cover those periods
for which the Company is a member of FMC's consolidated federal return or FMC's
combined state returns. The most recent agreement is effective for the periods
after March 31, 1994 and generally provides that the Company pay to FMC amounts
equal to the federal tax the Company would have been required to pay had it
filed a separate return, and FMC pays to the Company amounts generally equal to
any tax benefits the Company would have realized through carryover on a
separate return basis. For state tax purposes, the agreement provides that the
Company is liable (or receives the benefit) for the incremental impact the
Company has on FMC's state tax liability in states where FMC files combined
returns. In addition, in the states where the Company files separate state tax
returns, the Company is responsible for the tax due thereunder. 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.
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 Jerritt Canyon and
Beartrack operations). In 1995, purchases of sodium cyanide amounted to $1
million. All purchases (and any other transactions between the Company and FMC
that 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 LLP, which served as independent auditors for the Company in
1995, has been recommended by the Audit Committee of the Board to act in that
capacity in 1996. A representative of KPMG Peat Marwick LLP 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 LLP AS INDEPENDENT AUDITORS FOR THE YEAR 1996.
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 and each executive
officer whose total salary and bonus in 1995 exceeded $100,000:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long Term
Compensation
------------
Annual
Compensation Awards
-------------- ------------
Securities (1)
Underlying All Other
Name And Principal Salary Bonus Options/SARs Compensation
Position Year ($) ($) (#) ($)
(A) (B) (C) (D) (E) (F)
------------------ ---- ------- ------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Larry D. Brady (2) 1995 22,204 18,873 820(3) 1,838
Chairman of the Board, and Chief 1994 20,741 16,386 2,430(3) 1,515
Executive Officer 1993 18,790 9,110 -- 1,426
Brian J. Kennedy 1995 169,732 53,571 -- 60,854
President 1994 163,728 43,715 -- 11,258
1993 157,231 58,254 -- 10,751
Donald L. Beckwith 1995 121,058 29,961 -- 42,317
Vice President--Operations 1994 118,879 19,615 -- 8,145
1993 118,879 42,261 -- 7,984
Steven E. Baginski (4) 1995 111,650 27,634 -- 23,403
Vice President--Finance 1994 107,100 20,081 -- 3,391
1993 52,500 16,209 -- 1,531
Nha D. Hoang (4) 1995 164,377 48,820 -- 10,322
Vice President--International 1994 159,589 38,780 -- 10,788
1993 52,410 51,875 26,000 10,637
</TABLE>
- --------
(1) Consists of Company matching payments to Thrift (401(k)) plans ($1,838
allocated for Mr. Brady, $10,854 for Mr. Kennedy, $7,317 for Mr. Beckwith,
$3,403 for Mr. Baginski and $10,322 for Mr. Hoang) and incentive payments
to retain key officers pending the possible sale of the Company or its
assets.
(2) All compensation shown for Mr. Brady represents allocations to the Company
under the Management Services Agreement.
(3) Allocated portion of options to purchase FMC Common Stock granted by FMC.
(4) Messrs. Baginski and Hoang joined the Company in 1993. Mr. Baginski
resigned effective December 31, 1995, and Mr. Hoang notified the Company of
his resignation on March 20, 1996.
6
<PAGE>
OPTION GRANTS IN LAST FISCAL YEAR
No stock options were granted in 1995.
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 1995 by any of the named
persons and, as of December 31, 1995, the exercise price applicable to all
options was above market price. The closing price of the Company's Common Stock
at December 29, 1995, the last trading day in 1995, was $4.125.
<TABLE>
<CAPTION>
Number of Unexercised Value of Unexercised in-
Options/SARs at Fiscal the-money options at
Year-End (#) Fiscal Year-End ($)
------------------------- -------------------------
Exercisable/Unexercisable Exercisable/Unexercisable
Name (A) (B) (C)
-------- ------------------------- -------------------------
<S> <C> <C>
Larry D. Brady -- --
Brian J. Kennedy 42,200/64,600 0/0
Donald L. Beckwith 29,000/38,600 0/0
Steven E. Baginski 0/0 0/0
Nha D. Hoang 0/26,000 0/0
</TABLE>
TERMINATION OF EMPLOYMENT AND CHANGE-IN-CONTROL ARRANGEMENTS
During 1995, the Company established plans for Messrs. Kennedy and Beckwith
that provide for a specific severance payment should there be an involuntary
termination of the executive's employment within 360 days after a change-in-
control of the Company. For purposes of these plans a change-in-control is
defined as the acquisition of 50 percent or more of the Company's Common Stock
or the voting power of the securities of the Company entitled to vote. An
involuntary termination will be deemed to have occurred if the Company (i)
terminates the executive without cause, (ii) reduces his total compensation
from current levels or (iii) relocates the executive outside the continental
United States. The amount of the severance payment is approximately twice base
salary for Mr. Kennedy and equal to base salary for Mr. Beckwith.
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 1996 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.................... $ 9,182 $ 12,242 $ 15,303 $ 18,364 $ 21,424
150,000.................... 31,682 42,242 52,803 63,364 73,924
250,000.................... 54,182 72,242 90,303 108,364 126,424
350,000.................... 76,682 102,242 127,803 153,364 178,924
</TABLE>
7
<PAGE>
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 1995, are equal to the sum of
(A) 1 percent of allowable Social Security Covered Compensation ($27,576 for a
participant retiring at age 65 in 1996) 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 March 1, 1996, Messrs. Kennedy, Beckwith and Hoang had,
respectively, 22, 16 and 11 years of credited service under the Plan.
REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION
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. Companies in
the S&P Gold Index 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. Base salaries are established after evaluating an
employee's overall contribution to the Company, including his or her
performance against objectives agreed to at the beginning of the period. The
importance of each item will vary from year to year depending on what needs to
be emphasized that year.
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
8
<PAGE>
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. Salary ranges are set for executive positions
after evaluation of the relative importance of each position to the
organization and upon review of external salary information from comparable
companies with similar positions. Comparisons are made with salaries paid at 25
percent, 50 percent and 75 percent of the survey data, as appropriate. Mr.
Kennedy's salary may vary around the 50th percentile of the companies surveyed,
taking into account the size and complexity of those companies surveyed and his
performance.
B.J. Kennedy has served as President since 1987. In determining his salary
increase for 1995, the Compensation Committee considered the Company's creative
reclamation approaches at the Paradise Peak and Royal Mountain King properties;
its good progress in developing exploration properties; and continued
administrative cost-saving measures. His 1995 performance included his efforts
in negotiating and consummating an agreement for the sale of the Paradise Peak
mine.
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.
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, the conduct of an auction process relating to the possible sale of
the Company and management of the reclamation obligations at the Company's
closed mines including the sale of the Paradise Peak mine. In 1995, both the
business and the 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
9
<PAGE>
(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 1995.
Awards to persons named in the Summary Compensation Table and other executive
officers are generally made every four years; no awards were made in 1995.
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
10
<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, 1991 and ended December
31, 1995.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
FMC GOLD, S&P INDEX, & S&P GOLD MINING INDEX
[PERFORMANCE GRAPH APPEARS HERE]
<TABLE>
<CAPTION>
DECEMBER 31 1990 1991 1992 1993 1994 1995
- --------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
FMC GOLD 100.00 55.34 50.36 59.31 38.70 47.87
- --------------------------------------------------------
S&P 500 100.00 130.47 140.41 154.56 156.60 215.45
- --------------------------------------------------------
S&P GOLD 100.00 81.23 75.84 138.94 112.26 126.35
</TABLE>
Assumes that the value of the investment in the Company's Common Stock and each
index was $100 on December 31, 1990, and that all dividends were reinvested.
11
<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 five 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 1997 ANNUAL MEETING
Stockholder proposals for the 1997 Annual Meeting must be received at the
principal executive offices of the Company not later than November 26, 1996,
for inclusion in the 1997 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 10 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 1995.
VII. OTHER MATTERS
The Board does not know of any other business which, if presented, would be
proper for stockholder action at the meeting and 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
12
<PAGE>
FMC Gold Company
5011 Meadowood Way
Reno, Nevada 89502
- -------------------------------------------------------------------------------
NOTICE OF
ANNUAL MEETING OF STOCKHOLDERS
MAY 1, 1996
AND PROXY STATEMENT
- -------------------------------------------------------------------------------
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 1, 1996 at the Stouffer Renaissance Esmerelda
Resort, Indian Wells, 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>
FMC GOLD COMPANY
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY. [_]
[ ]
1. ELECTION OF FIVE DIRECTORS--
Nominees: L. D Brady, Robert N. Burt, Paul L. Davies, Jr., Brian J. Kennedy
and Edmund W. Littlefield. (Except nominee(s) written below).
- --------------------------------------------------------------------------------
(Except nominee(s) written above).
For All
For [_] Withheld [_] Except [_]
2. Ratification of the Appointment of Independent Auditors.
For [_] Against [_] Abstain [_]
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSALS 1 AND 2.
---
PLEASE MARK, SIGN, DATE, AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
Dated: ___________________ , 1996
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.
