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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
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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 Section240.14a-11(c) or
Section240.14a-12
IMC GLOBAL INC.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
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and 0-11.
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<PAGE>
NOTICE OF 2000 ANNUAL MEETING
OF STOCKHOLDERS
AND PROXY STATEMENT
[LOGO]
<PAGE>
March 17, 2000
[LOGO]
Dear Stockholder:
You are cordially invited to attend the IMC Global Inc. 2000 Annual Meeting
of Stockholders. The meeting will be held in the Pine Room of the Hilton
Northbrook, 2855 North Milwaukee Avenue, Northbrook, Illinois 60062 on
April 25, 2000 at 12:00 noon local time. Directions to the Hilton Northbrook are
included in this Proxy Statement. A Notice of the Annual Meeting, a Proxy
Statement covering the formal business of the meeting, the 1999 Annual Report of
the Company, a proxy card and related information are enclosed. At the meeting
we will report on the Company's operations during the fiscal year ended
December 31, 1999.
I encourage you to attend the meeting. If you plan to do so, check the
appropriate box on the accompanying proxy card. Regardless of whether you expect
to attend, please promptly sign and return the proxy card in the enclosed
postage-paid envelope. Even if you execute this proxy, you may revoke it at any
time before it is voted. If you attend the meeting and wish to vote in person,
you will be able to do so even if you have previously returned your proxy card.
Your cooperation and prompt attention to this matter are appreciated.
Sincerely,
[SIGNATURE]
Douglas A. Pertz
President and Chief Executive Officer
2100 Sanders Road
Northbrook, Illinois 60062-6146
Telephone 847-272-9200
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Headquarters Office:
2100 Sanders Road
[LOGO] Northbrook, Illinois 60062-6146
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------------------------
Notice of 2000 Annual Meeting of Stockholders
------------------------
To Our Stockholders:
The 2000 Annual Meeting of Stockholders of IMC Global Inc., a Delaware
corporation, will be held in the Pine Room of the Hilton Northbrook, 2855 North
Milwaukee Avenue, Northbrook, Illinois 60062 on April 25, 2000, at 12:00 noon
local time, to consider and act upon the following matters, each of which is
explained more fully in the following Proxy Statement:
1. To elect three directors for terms expiring in 2003, each as
recommended by the Board of Directors;
2. To consider an amendment to the IMC Global Inc. Management Incentive
Compensation Program, as recommended by the Board of Directors;
3. To ratify the appointment of Ernst & Young LLP as independent
auditors to examine and report on the financial statements of IMC
Global Inc. for the year ending December 31, 2000, as recommended by the
Board of Directors;
4. To consider a stockholder proposal, if presented, to repeal the
Company's classified Board of Directors; and
5. To transact any other business that may properly come before the 2000
Annual Meeting of Stockholders or any adjournment thereof.
A proxy card for your use in voting on these matters is also enclosed.
In accordance with our Amended and Restated By-Laws and resolutions of the
Board of Directors, only common stockholders of record at the close of business
on March 8, 2000 are entitled to notice of and to vote at the 2000 Annual
Meeting of Stockholders.
By Order of the Board of Directors
[SIGNATURE]
Rose Marie Williams
Corporate Secretary
March 17, 2000
<PAGE>
TABLE OF CONTENTS
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The IMC Global Board and Board Committees................... 1
The Board of Directors................................... 1
Committees of the Board of Directors..................... 1
Report of the Compensation Committee........................ 2
Compensation Philosophy and Objectives................... 2
Compensation Components and Process...................... 3
Policy on Deductibility of Compensation.................. 4
Stock Ownership Guidelines............................... 4
Chief Executive Officer Compensation..................... 4
Stockholder Return Information.............................. 6
Market for the Registrant's Common Stock and Related
Stockholder Matters....................................... 7
Policies Relating to the Board of Directors................. 8
Nomination and Selection of Directors.................... 8
Compensation of Directors................................ 8
Attendance............................................... 8
Retirement from the Board................................ 8
Beneficial Ownership of Common Stock........................ 9
Ownership of Common Stock by Directors and Executive
Officers.................................................. 9
Ownership of Common Stock by Others...................... 10
Section 16(a) Beneficial Ownership Reporting
Compliance................................................ 11
Executive Compensation...................................... 12
Compensation of Executive Officers....................... 12
Defined Benefit Pension Plans............................ 16
Employment Agreement..................................... 17
Severance Agreements..................................... 19
Retirement Agreement..................................... 19
Employee Stock Options................................... 20
Management Compensation and Benefit Assurance Program.... 20
Certain IMC AgriBusiness Divestiture Agreements.......... 20
Compensation Committee Interlocks and Insider
Participation............................................. 21
The Annual Meeting.......................................... 22
Proxies and Voting at the Annual Meeting................. 22
Matters to Be Considered at the Annual Meeting........... 23
Election of Directors................................ 23
Approval of the Amendment to the IMC Global Inc.
Management
Incentive Compensation Program..................... 26
Ratification of the Appointment of Independent
Auditors.................................................. 29
Stockholder Proposal to Repeal the Classified
Board..................................................... 29
Miscellaneous Information................................... 31
Discretionary Voting Authority........................... 31
Stockholder Proposals and Nominations for the 2001 Annual
Meeting of Stockholders................................... 31
Directions to the Hilton Northbrook......................... 32
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<PAGE>
PROXY STATEMENT
IMC GLOBAL INC.
2100 Sanders Road
Northbrook, Illinois 60062-6146
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of IMC Global Inc. (the "Company" or "IMC
Global") for the 2000 Annual Meeting of Stockholders (the "Annual Meeting") to
be held on April 25, 2000. Notice of this meeting to all stockholders of record
entitled to vote as of March 8, 2000 (the "Record Date") accompanies this Proxy
Statement. Additional information with respect to voting at the Annual Meeting
and the matters to be voted on at the Annual Meeting are described in this Proxy
Statement under the caption "The Annual Meeting." As of the close of business on
the Record Date, there were 114,477,296 outstanding shares of Common Stock, par
value $1.00 per share, of the Company (the "Common Stock") which may be voted at
the Annual Meeting. Only common stockholders of record at the close of business
on the Record Date shall be entitled to vote at the Annual Meeting. Each issued
and outstanding share of Common Stock is entitled to one vote. This Proxy
Statement and the accompanying proxy card are first being mailed to stockholders
on or about March 17, 2000.
The Annual Report of the Company for the year ended December 31, 1999 is
being mailed to stockholders with this Proxy Statement, but the Annual Report is
not incorporated in this Proxy Statement and is not a part of the proxy
soliciting material.
THE IMC GLOBAL BOARD AND BOARD COMMITTEES
THE BOARD OF DIRECTORS
The Board of Directors of the Company (the "Board") consists of ten members.
Two of the ten current Directors are also employees of the Company. Joseph P.
Sullivan is the non-executive Chairman of the Board and Douglas A. Pertz is
President and Chief Executive Officer of the Company. The Board is divided into
three classes with staggered terms of three years each so that the term of one
class expires at each annual meeting.
The Board oversees the management of the business of the Company and its
subsidiaries and determines overall corporate policies. The Board's primary
responsibilities are directing the fundamental operating, financial and other
corporate strategies of the Company and evaluating the overall effectiveness of
the Company's management.
COMMITTEES OF THE BOARD OF DIRECTORS
The Board has five standing committees: the Executive Committee, the Audit
Committee, the Compensation Committee, the Committee on Directors and Board
Affairs and the Environmental, Health and Safety Committee, each of which plays
a significant role in the discharge of the Board's duties and obligations. The
membership of each committee is described in this Proxy Statement under the
caption "The Annual Meeting--Matters to Be Considered at the Annual
Meeting--Election of Directors."
THE EXECUTIVE COMMITTEE. The Executive Committee, which is comprised of the
Company's non-executive Chairman of the Board, the President and Chief Executive
Officer, and three non-employee Directors, met one time in 1999. The
responsibilities of the Executive Committee include acting on matters requiring
emergency action when the full Board cannot be convened.
THE AUDIT COMMITTEE. The Audit Committee, which is comprised of three
non-employee Directors, met eleven times in 1999. The responsibilities of the
Audit Committee include evaluating the performance and compensation of the
independent auditors of the Company and Phosphate Resource Partners Limited
Partnership, a Delaware limited partnership of which the Company is the
administrative managing general partner ("Phosphate Resource Partners");
reviewing the scope of the annual audits; reviewing the audit
<PAGE>
results with the independent auditors, management and internal auditors; and
reviewing internal control systems and internal audit functions.
THE COMPENSATION COMMITTEE. The Compensation Committee, which is comprised
of four non-employee Directors, met three times in 1999. The responsibilities of
the Compensation Committee include recommending to the Board the amount and
nature of compensation paid by the Company to its executive officers and key
employees; administering the stock option, incentive compensation and similar
executive benefit plans; reviewing incentive compensation awards; and
considering the competitiveness of the Company's executive compensation and
other compensation programs with respect to relevant industries and the business
community generally.
THE COMMITTEE ON DIRECTORS AND BOARD AFFAIRS. The Committee on Directors
and Board Affairs, which is comprised of three non-employee Directors (together
with the non-executive Chairman of the Board and the President and Chief
Executive Officer, who serve as non-voting members of the Committee), met three
times in 1999. The responsibilities of the Committee on Directors and Board
Affairs include selecting and recommending to the Board nominees for director;
recommending to the Board all committee assignments; reviewing the succession
plan for senior management; and developing a compensation and benefits program
for the Board.
THE ENVIRONMENTAL, HEALTH AND SAFETY COMMITTEE. The Environmental, Health
and Safety Committee, which is comprised of four non-employee Directors, met
four times during 1999. The responsibilities of the Environmental, Health and
Safety Committee include reviewing with management and providing oversight for
the Company's policies, programs and procedures relating to the environment,
health and safety ("EHS") and the implementation thereof; reviewing the
Company's compliance with applicable laws, regulations and the EHS policies of
the Company; and reviewing reports from management regarding significant
administrative, regulatory and judicial proceedings and proposed legislation and
rule-making initiatives that may impact the Company.
REPORT OF THE COMPENSATION COMMITTEE
Dear Fellow Stockholders:
Our Committee is responsible for recommending to the Board of Directors the
amount and nature of compensation paid to executive officers and key employees
of the Company and administering the Company's employee stock option and
incentive plans. Our decisions are based on our in-depth understanding of the
Company and its long-term strategies, as well as our knowledge of the
capabilities and performance of the Company's executives.
COMPENSATION PHILOSOPHY AND OBJECTIVES
The Committee's principal objective in designing and recommending
compensation policies is to develop and administer a comprehensive program
designed to attract, motivate and retain outstanding managers who are likely to
enhance the profitability of the Company and create value for its stockholders.
Within this overall philosophy, the Committee's specific objectives are to:
- pay for performance on both an individual and corporate level;
- align stockholder and executive interests by placing a significant portion
of executive compensation "at risk";
- tie executive compensation to the achievement of certain short-term and
long-term performance objectives of the Company;
- recognize and reward sustained superior performance by individual officers
and key employees; and
2
<PAGE>
- offer a total compensation program that takes into account the
compensation practices of comparable companies.
COMPENSATION COMPONENTS AND PROCESS
There are three major components of the Company's executive officer
compensation: (i) base salary, (ii) bonus and (iii) long-term incentive awards.
BASE SALARY. Base salary levels for executives are established based on the
Committee's review of industry and national surveys of compensation levels and
its review of the recommendations of the compensation professionals retained by
the Company. The Committee strives to maintain salary levels that support
management development and career enhancement of executives while being
competitive with the Company's compensation comparator group. Based on the
industry and national surveys described above and the Committee's objective of
linking total compensation to individual and Company performance, the Committee
intends that base salary will comprise approximately 20% to 35% of an
executive's total compensation.
BONUS. Executive officers and other key employees of the Company and its
subsidiaries participate in the IMC Global Inc. Management Incentive
Compensation Program (the "MICP"). Under the MICP, target annual incentive
awards for eligible executives are equivalent to approximately 45% to 65% of
base salary contingent upon the attainment of pre-established individual
performance objectives and business performance goals established by the
Compensation Committee for the Company as a whole and for each of the Company's
major operating subsidiaries and business segments. The majority of an
executive's MICP award is tied to the attainment of business performance
objectives and the remaining portion of such award is tied to individual
performance objectives. For 1999, individual, Company and business unit
performance objectives applicable to the Company's executives were achieved at
varying levels, resulting in an average of 62% of target, and corresponding MICP
awards were made to such executives.
LONG-TERM INCENTIVE AWARDS
AMENDED AND RESTATED 1988 STOCK OPTION AND AWARD PLAN. Under the IMC
Global Inc. Amended and Restated 1988 Stock Option and Award Plan (the "1988
Option Plan"), the Company uses stock options and restricted stock awards as
components of its compensation package because they align the interests of
officers and other key employees with those of the Company's stockholders. Stock
options are exercisable over a ten-year period, subject to vesting requirements,
and allow grantees to purchase shares at the full market price of the stock on
the day the options were granted.
1996 LONG-TERM INCENTIVE PLAN. The 1996 Long-Term Incentive Plan (the
"LTIP") is intended to operate in conjunction with the 1988 Option Plan to
further advance the interests of the Company by directly linking a significant
component of the long-term incentive compensation of the Company's officers and
other key employees to the achievement of specific performance goals established
by the Committee. Under the LTIP, performance awards may be made to an officer
or other participating key employee at the beginning of each performance period
(generally consisting of three consecutive fiscal years) and are earned during
such three-year period. At the beginning of each year during the performance
period, annual performance targets are established by the Committee based on the
"Economic Profit" (after-tax operating earnings in excess of net assets
multiplied by the cost of capital) improvement of the Company, a business unit
of the Company or both. Payment of awards for each three-year performance period
is based on the average payout multiple earned for each of the three years
during such performance period. Payment of awards under the LTIP for the
performance period ended December 31, 1999 was based on the average payout
multiple earned for each of fiscal 1997, 1998 and 1999. For purposes of
determining the 1999 payout multiple, the Committee established additional
performance measures, linking the 1999 payout multiple directly to share price
appreciation, such that the 1999 payout multiple was capped at 100% of target,
unless the year-end price of Common Stock was greater than $20.00 per share.
Likewise,
3
<PAGE>
the range of 1999 payout multiples above 100% was prorated based upon stock
price appreciation. The LTIP award paid to one Named Executive Officer of the
Company and the awards paid to certain other executives participating in the
LTIP were capped at 100% of target due to these additional performance measures.
Payments under the LTIP may be made in cash, shares of Common Stock, including
shares of restricted stock, or a combination thereof.
POLICY ON DEDUCTIBILITY OF COMPENSATION
Section 162(m) of the Internal Revenue Code of 1986, as amended (the
"Internal Revenue Code"), limits the tax deductibility by a corporation of
annual compensation in excess of $1 million paid to the chief executive officer
or any of its four most highly compensated executive officers (other than the
chief executive officer). However, performance-based compensation that has been
approved by stockholders is excluded from the $1 million limit if, among other
requirements, the compensation is payable only upon attainment of
pre-established, objective performance goals and the board committee that
establishes such goals consists only of "outside directors."
All members of IMC Global's Compensation Committee qualify as outside
directors. While the tax impact of any compensation arrangement is one factor to
be considered, such impact is evaluated in light of the Committee's overall
compensation philosophy. The Committee will consider ways to maximize the
deductibility of executive compensation while retaining the discretion the
Committee deems necessary to compensate officers in a manner commensurate with
performance and the competitive environment for executive talent. However, from
time to time the Committee may award compensation which is not fully deductible
if the Committee determines that such award is consistent with its philosophy
and in the best interests of IMC Global and its stockholders.
The LTIP, the 1988 Option Plan and the MICP are designed to permit certain
awards made thereunder to meet the performance-based criteria of Section 162(m)
of the Internal Revenue Code.
STOCK OWNERSHIP GUIDELINES
In order to align stockholder and executive interests, IMC Global has
established Stock Ownership Guidelines (the "Guidelines") for executive officers
and business unit presidents. The Guidelines establish ownership targets of
Common Stock based on the base salary of the executive and are designed to
ensure that executives have invested a substantial portion of their personal
wealth in Common Stock.
CHIEF EXECUTIVE OFFICER COMPENSATION
Mr. Pertz was promoted to the position of Chief Executive Officer of the
Company effective October 1, 1999 and served in such capacity through
December 31, 1999. The compensation paid to Mr. Pertz in 1999 while serving as
Chief Executive Officer reflects his leadership of constructive change and his
contributions in leading the Company's long-term strategic growth. Mr. Pertz'
annual base salary was set at $750,000 upon his promotion to Chief Executive
Officer; while serving as Chief Executive Officer in 1999, Mr. Pertz received
$187,500 in base salary. Mr. Pertz' new base salary was determined by the
Committee based upon the Committee's review of industry and national surveys of
compensation levels. In particular, the Committee reviewed the base salaries
paid to the chief executive officers of the Company's comparator group, i.e.,
approximately 25 companies in the nonpharmaceutical chemicals business, which
the Company has identified as companies against which it is competing for
executive talent. The Committee also reviewed the recommendations of the
compensation professionals retained by the Company and considered the base
salary of Mr. Fowler during his tenure as Chief Executive Officer. Mr. Pertz'
incentive compensation for 1999 was based upon the Company's performance for
1999 and his combined performance as Chief Executive Officer and as President
and Chief Operating Officer of the Company. Mr. Pertz' incentive compensation
for 1999 included an individual performance incentive award under the MICP equal
to $255,938, based upon his achievement of individual performance objectives
4
<PAGE>
which included development and implementation of strategies for restructuring of
Company assets and core operations, as well as effecting increases in free cash
flow and return on assets. Because the 1999 Economic Profit (defined above)
improvement goals for the Company as a whole under the MICP were not met,
Mr. Pertz did not receive a business performance incentive award, which is 65%
of his total target MICP award. Mr. Pertz' incentive compensation also included
a payout under the LTIP. This payout was based upon the Company's performance
over the same performance period as for other participants in the MICP for 1999
and consisted of a cash payment of $831,149. Mr. Pertz' LTIP award was based
upon the Company's achievement of Economic Profit improvement during the
three-year performance period. Upon his promotion to Chief Executive Officer,
Mr. Pertz also was awarded an option to purchase 275,000 shares of Common Stock,
which vest in full on the fifth anniversary of the date of grant, or if earlier,
in one-third increments with the first third vesting on the date on which the
fair market value of the Common Stock reaches $25.00 per share, the second
vesting on the date on which the fair market value of the Common Stock reaches
$27.50 per share and the final third vesting on the date on which the fair
market value of the Common Stock reaches $30.00 per share.
Mr. Fowler served as Chief Executive Officer from January 1, 1999 through
September 30, 1999 and continued as an employee of the Company for the remainder
of the year. Mr. Fowler's annual base salary for 1999 was set at $750,000, based
upon the Committee's review of industry and national surveys of compensation
levels. For the period during which Mr. Fowler served as Chief Executive Officer
in 1999, Mr. Fowler received $625,000 in base salary and participated in the
executive compensation program described throughout this report. On April 27,
1999, as part of the annual stock option grant to key employees under the 1988
Option Plan, Mr. Fowler was awarded an option to purchase 158,000 shares of
Common Stock, with one-third of the options becoming exercisable at the end of
each of the first three years following the date of grant and with the entire
option becoming exercisable at the end of the third year. In October of 1999,
the Company entered into a Retirement Agreement with Mr. Fowler under which
Mr. Fowler agreed to step down as Chief Executive Officer and Chairman of the
Board 13 months earlier than his originally scheduled retirement date and to
terminate his prior employment agreement with the Company under which he was
entitled to receive his base salary, incentive compensation and other benefits
through October 31, 2000. In return, Mr. Fowler received, among other things, a
bonus for 1999 equal to $487,500 under the MICP and a payout of $1,036,730 for
1999 under the LTIP.
The Compensation Committee's decisions regarding Mr. Pertz' compensation and
Mr. Fowler's compensation were ratified by the Board of Directors. We believe
that IMC Global's historical and future value is inextricably linked to strong
management. Accordingly, in approaching decisions on compensation, we go beyond
a simple evaluation of financial results to consider a number of qualitative
factors which we believe have contributed and continue to contribute
significantly to maximizing stockholder value over the long term.
Respectfully submitted,
Raymond F. Bentele, CHAIRMAN
Rod F. Dammeyer
David B. Mathis
Richard L. Thomas
5
<PAGE>
STOCKHOLDER RETURN INFORMATION
The following performance graph compares the Company's cumulative total
return on its Common Stock for a five-year period with the cumulative total
return of the Standard & Poor's 500 Stock Index (the "S&P 500"), the Standard &
Poor's Specialty Chemicals Index (the "S&P Group Index") and a peer group of
companies selected by the Company (the "2000 Peer Group").
The following companies comprise the 2000 Peer Group: Agrium, Inc.,
Mississippi Chemical Corp., Potash Corporation of Saskatchewan, Terra
Industries, Inc. and Terra Nitrogen Co. L.P. The S&P Group Index is comprised of
Ecolab Inc., Great Lakes Chemical Corporation, Hercules Incorporated,
International Flavors & Fragrances Inc., Sigma-Aldrich Corp. and W. R. Grace &
Co. The Company is not included in the S&P 500. The comparisons set forth below
assume an initial investment of $100 and reinvestment of dividends or
distributions.
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN
IMC GLOBAL, S&P 500, S&P GROUP INDEX AND 2000 PEER GROUP
<TABLE>
<CAPTION>
12/31/94 12/31/95 12/31/96 12/31/97 12/31/98 12/31/99
<S> <C> <C> <C> <C> <C> <C>
IMC Global.................................... $ 100 $187.70 $181.67 $153.47 $101.42 $ 79.12
S&P 500....................................... $ 100 $137.58 $169.17 $225.61 $290.09 $351.13
S&P Group Index............................... $ 100 $131.44 $134.81 $166.94 $142.17 $157.37
2000 Peer Group............................... $ 100 $176.06 $203.46 $183.31 $127.03 $ 86.97
</TABLE>
6
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MARKET FOR THE REGISTRANT'S COMMON STOCK
AND RELATED STOCKHOLDER MATTERS
COMMON STOCK PRICES AND DIVIDENDS
<TABLE>
<CAPTION>
QUARTER
-----------------------------------------
1999 FIRST SECOND THIRD FOURTH
- ---- -------- -------- -------- --------
<S> <C> <C> <C> <C>
Dividends per common share.............................. $ 0.08 $ 0.08 $ 0.08 $ 0.08
Common Stock prices:
High.................................................. $22.313 $27.125 $20.125 $17.063
Low................................................... 18.000 17.375 14.313 12.750
</TABLE>
<TABLE>
<CAPTION>
QUARTER
-----------------------------------------
1998 FIRST SECOND THIRD FOURTH
- ---- -------- -------- -------- --------
<S> <C> <C> <C> <C>
Dividends per common share.............................. $ 0.08 $ 0.08 $ 0.08 $ 0.08
Common Stock prices:
High.................................................. $39.500 $39.125 $30.375 $27.312
Low................................................... 28.562 29.375 17.812 18.125
</TABLE>
The Company's Common Stock is traded on the New York Stock Exchange and the
Chicago Stock Exchange under the symbol IGL. As of February 15, 2000, the
Company had 114,492,296 shares of Common Stock outstanding, excluding 10,671,276
treasury shares. Common Stock prices are from the Composite Tape for New York
Stock Exchange issues as reported in THE WALL STREET JOURNAL. As of
February 15, 2000, the number of registered holders of Common Stock as reported
by the Company's registrar was 10,399. However, an indeterminable number of
stockholders beneficially own shares of the Company's Common Stock through
investment funds and brokers. For the year ended December 31, 1999, the Company
paid cash dividends of $36.6 million.
7
<PAGE>
POLICIES RELATING TO THE BOARD OF DIRECTORS
NOMINATION AND SELECTION OF DIRECTORS
Recommendations for new Directors may be made by stockholders to the
Corporate Secretary in accordance with the procedures set forth in the Company's
Amended and Restated By-Laws. The Corporate Secretary will report such
recommendations to the Committee on Directors and Board Affairs for
consideration.
COMPENSATION OF DIRECTORS
NON-EMPLOYEE DIRECTORS. During 1999 each non-employee Director received an
annual retainer of $27,000, attendance fees of $1,000 for each Board meeting
attended and an additional $1,000 for attendance at each meeting of a Board
committee to which such Director was assigned. Each non-employee Director also
received an additional annual retainer of $3,000 for services as chairperson of
a Board committee. Prior to the beginning of each calendar year, each
non-employee Director may elect to defer some or all of his or her retainer and
attendance fees for such year until a specified future date or until retirement.
Pursuant to the 1998 Stock Option Plan for Non-Employee Directors (the "1998
Directors Option Plan"), each non-employee Director receives options to purchase
2,500 shares of Common Stock each year immediately following the Annual Meeting
of Stockholders. Directors who begin service other than on the date of the
Annual Meeting of Stockholders receive grants that are pro rated based on the
period remaining until the next Annual Meeting of Stockholders. The options are
granted at 100% of the fair market value of the Common Stock on the date of
grant, are immediately exercisable and, in general, may be exercised at any time
up to ten years after the date of grant while the Director remains in office and
for two years thereafter.
EMPLOYEE DIRECTORS. Employee Directors (currently Messrs. Sullivan and
Pertz) receive no fees or remuneration, as such, for service on the Board or any
committee of the Board.
ATTENDANCE
The full Board held six regular and four special meetings during 1999. Each
Director was present for at least 75% of the aggregate number of meetings of the
Board and committees of the Board of which such Director was a member that
occurred during 1999 subsequent to the election of such Director to the Board.
In addition to attendance at Board and committee meetings, Directors discharge
their responsibilities throughout the year by personal meetings and telephone
contact with the Company's executive officers and others regarding the business
and affairs of the Company.
RETIREMENT FROM THE BOARD
The Board has a mandatory retirement policy which provides that any Director
who is not an employee of the Company may not stand for re-election to the Board
after he or she has attained the age of 70. In addition, it is the policy of the
Board that employees of the Company (other than the Chief Executive Officer) who
serve on the Board resign from the Board upon their retirement from the Company.
The Board also has a policy that any non-employee Director or the Chief
Executive Officer of the Company submit his or her resignation if he or she has
a material change in employment, is the subject of media attention that reflects
unfavorably on his or her continued service on the Board or has a conflict of
interest with the Company. The Board shall accept or reject the resignation
based on the best interests of the Company.
8
<PAGE>
BENEFICIAL OWNERSHIP OF COMMON STOCK
OWNERSHIP OF COMMON STOCK BY DIRECTORS AND EXECUTIVE OFFICERS
The following table shows the number of shares of Common Stock that are
owned beneficially, as of February 15, 2000, by (i) each Director, (ii) each
executive officer named in the Summary Compensation Table and (iii) the
Directors and all executive officers of the Company as a group (21 persons),
with sole voting and investment power unless otherwise indicated.
<TABLE>
<CAPTION>
NUMBER OF SHARES
OWNED BENEFICIALLY
AS OF FEBRUARY 15,
NAME 2000(1)
- ---- -------------------
<S> <C>
Raymond F. Bentele................................ 14,000(2)
Rod F. Dammeyer................................... 86,000(2)(3)(4)
James M. Davidson................................. 12,750(2)
Harold H. MacKay.................................. 26,600(2)(3)
David B. Mathis................................... 13,000(2)
Donald F. Mazankowski............................. 13,850(2)(3)
Douglas A. Pertz.................................. 134,893(5)
Pamela B. Strobel................................. 3,125(2)
Joseph P. Sullivan................................ 640,675(2)(3)(6)(7)
Richard L. Thomas................................. 24,000(2)
John U. Huber..................................... 322,694(3)(5)(8)
J. Bradford James................................. 51,666(5)
Robert F. Clark................................... 22,400(5)
C. Steven Hoffman................................. 155,293(5)
Robert E. Fowler, Jr.............................. 536,408(3)(5)
Directors and all executive officers as a group... 2,137,667(9)
</TABLE>
- ---------
(1) Beneficial ownership of Common Stock is based on information furnished or
confirmed by each Director or executive officer described above. No
individual Director or executive officer is a beneficial owner of more than
1% of the outstanding shares of Common Stock. Directors and the executive
officers described above as a group beneficially own an aggregate of
approximately 1.87% of the outstanding shares of Common Stock.
(2) Includes shares of Common Stock purchasable within 60 days of February 15,
2000 through the exercise of options granted to non-employee Directors under
the 1998 Directors Option Plan and the 1994 Stock Option Plan for
Non-Employee Directors (the "1994 Directors Option Plan"), as follows:
Mr. Bentele, 13,000 shares; Mr. Dammeyer, 9,000 shares; Dr. Davidson, 11,000
shares; Mr. MacKay, 9,000 shares; Mr. Mathis, 11,000 shares;
Mr. Mazankowski, 5,000 shares; Ms. Strobel, 2,125 shares; Mr. Sullivan,
9,000 shares; and Mr. Thomas, 9,000 shares.
(3) Includes shares of Common Stock purchasable within 60 days of February 15,
2000 through the exercise of options granted under The Vigoro Corporation
1991 Stock Option Plan, as amended (the "Vigoro Option Plan"), as follows:
Mr. Dammeyer, 8,000 shares; Mr. MacKay, 16,000 shares; Mr. Mazankowski,
8,000 shares; Mr. Sullivan, 253,000 shares; Mr. Huber, 72,441 shares; and
Mr. Fowler, 275,095 shares.
(4) Does not include shares of Common Stock held by Great American Management
and Investment, Inc. through its subsidiary, Eagle-GVI One, Inc. (See
"--Ownership of Common Stock by Others"). Mr. Dammeyer is the President and
Chief Executive Officer and is a director of each of Great American
Management and Investment, Inc. and Eagle-GVI One, Inc.
9
<PAGE>
(5) Includes shares of Common Stock purchasable within 60 days of February 15,
2000 through the exercise of options granted under the 1988 Option Plan as
follows: Mr. Pertz, 106,666 shares; Mr. Huber, 69,666 shares; Mr. James,
26,666 shares; Mr. Clark, 20,000 shares; Mr. Hoffman, 134,133 shares; and
Mr. Fowler, 173,000 shares.
(6) This table does not include units of Phosphate Resource Partners as follows:
Mr. Sullivan, 300 units. No other Director or executive officer owns any
units of Phosphate Resource Partners.
(7) Includes 10,000 shares held by the Joseph P. and Jeanne M. Sullivan
Foundation (the "Foundation"). Mr. Sullivan is the vice president and his
wife is the president of the Foundation, respectively. Mr. Sullivan
disclaims beneficial ownership of any of the 10,000 shares of Common Stock
owned by the Foundation.
(8) Includes 155,000 shares of Common Stock held by the John and Janice Huber
Family Limited Partnership, an Illinois limited partnership (the "Huber
Partnership"). Mr. Huber and his wife are the sole general partners of the
Huber Partnership. Mr. Huber disclaims beneficial ownership of any of the
155,000 shares of Common Stock owned by the Huber Partnership except to the
extent of his ownership interest in the Huber Partnership.
(9) Includes 1,340,125 shares of Common Stock purchasable within 60 days of
February 15, 2000 by Directors and all executive officers as a group through
the exercise of options granted under the 1998 Directors Option Plan, the
1994 Directors Option Plan, the Vigoro Option Plan and the 1988 Option Plan.
OWNERSHIP OF COMMON STOCK BY OTHERS
The Company believes that, as of December 31, 1999, based on filings with
the Securities and Exchange Commission (the "SEC"), only the following named
organizations are the beneficial owners of more than 5% of the outstanding
Common Stock.
<TABLE>
<CAPTION>
PERCENT OF
SHARES OUTSTANDING
BENEFICIALLY COMMON
NAME AND ADDRESS OF BENEFICIAL OWNER OWNED STOCK
- ------------------------------------ ------------ --------------
<S> <C> <C>
J. R. Simplot/J. R. Simplot Self-(1)........................ 11,574,338 10.11%
Declaration of Revocable Trust
J. R. Simplot Foundation
999 Main Street
Boise, Idaho 83702
FMR Corp. (2)............................................... 11,540,160 10.05%
82 Devonshire Street
Boston, Massachusetts 02109
Brinson Partners, Inc. (3).................................. 9,988,984 8.70%
209 South LaSalle Street
Chicago, Illinois 60604
UBS AG
Bahnhofstrasse 45
8021, Zurich, Switzerland
Great American Management and Investment, Inc. (4).......... 6,510,286 6.30%
Eagle-GVI One, Inc.
Samstock, L.L.C.
Two North Riverside Plaza
Chicago, Illinois 60606
</TABLE>
10
<PAGE>
<TABLE>
<CAPTION>
PERCENT OF
SHARES OUTSTANDING
BENEFICIALLY COMMON
NAME AND ADDRESS OF BENEFICIAL OWNER OWNED STOCK
- ------------------------------------ ------------ --------------
<S> <C> <C>
Capital Group International, Inc. (5)....................... 5,948,730 5.20%
11100 Santa Monica Boulevard
Los Angeles, California 90025
Morgan Stanley Dean Witter & Co. (6)........................ 6,036,133 5.09%
1585 Broadway
New York, New York 10036
</TABLE>
- ---------
(1) Based solely on an amendment to Schedule 13D dated November 11, 1999, J. R.
Simplot, as trustee of the J. R. Simplot Self-Declaration of Revocable Trust
(the "Trust"), has sole voting and dispositive power over 9,727,738 shares
held by the Trust. The J. R. Simplot Foundation (the "Foundation") has sole
voting and dispositive power over 1,846,600 shares. J. R. Simplot shares
with the other directors of the Foundation, the power to vote and dispose of
the 1,846,600 shares held by the Foundation.
(2) Based solely on a Schedule 13G dated February 14, 2000, FMR Corp. is a
parent holding company which, together with its affiliates has sole voting
power with respect to 733,760 shares and sole dispositive power with respect
to 11,540,160 shares.
(3) Based solely on a Schedule 13G dated February 4, 2000, Brinson
Partners, Inc. has sole voting power and shares dispositive power with
respect to 9,518,250 shares. UBS AG has sole voting power with respect to
9,960,784 shares and shares dispositive power with respect to 9,988,984
shares. Brinson Partners, Inc. is a wholly owned subsidiary of UBS AG.
(4) Based solely on a Schedule 13G dated February 9, 2000, Great American
Management and Investment, Inc. and Eagle-GVI One, Inc. share voting and
dispositive power over 6,510,286 shares. Samstock, L.L.C. has sole voting
and dispositive power over an additional 1,100,000 shares, or 1.1% of the
outstanding Common Stock.
(5) Based solely on a Schedule 13G dated February 10, 2000, Capital Group
International, Inc. is the parent holding company of a group of investment
management companies that holds investment power and, in some cases, voting
power over the securities reported in its Schedule 13G. Capital Group
International, Inc. has sole voting power over 5,744,430 shares and sole
dispositive power over 5,948,730 shares.
(6) Based solely on a Schedule 13G dated February 4, 2000, Morgan Stanley Dean
Witter & Co. is an investment adviser registered under Section 203 of the
Investment Advisers Act of 1940 and shares voting power over 5,911,941
shares and shares dispositive power over 6,036,133 shares.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Each Director and officer of the Company who is subject to Section 16 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), is required by
Section 16(a) of the Exchange Act to report to the SEC, by a specified date, his
or her beneficial ownership of or transactions in the Company's securities.
Reports received by the Company indicate that all such Directors and officers
filed all requisite reports with the SEC on a timely basis during 1999, with the
exception of Steven J. Demetriou, who failed to file in a timely manner one
report pertaining to one transaction on August 31, 1999.
11
<PAGE>
EXECUTIVE COMPENSATION
COMPENSATION OF EXECUTIVE OFFICERS
The following table sets forth compensation information for the President
and Chief Executive Officer of the Company, the former Chairman of the Board and
Chief Executive Officer and each of the other four most highly compensated
executive officers of the Company for 1999. The executive officers listed below
are collectively referred to as the "Named Executive Officers" in this Proxy
Statement. The compensation shown excludes amounts for any fiscal year prior to
becoming an executive officer.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG-TERM COMPENSATION
------------------------------ -----------------------------------------------------
AWARDS PAYOUTS
---------- ---------
RESTRICTED SECURITIES
OTHER ANNUAL STOCK UNDERLYING LTIP ALL OTHER
NAME AND PRINCIPAL FISCAL SALARY BONUS COMPENSATION AWARD(S) OPTIONS PAYOUTS COMPENSATION
POSITION YEAR ($) ($) ($)(4) ($) (#) ($) ($) (8)
- ------------------ ------ ------- ------- ------------ ---------- ---------- --------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
D. A. Pertz (1) President & CEO 1999 637,500 255,938 62,113 0 275,000 831,149 119,987
1998 150,000 151,650 0 0 500,000 246,413 22,091
J. U. Huber 1999 401,059 86,026 4,739 0 63,000 289,539 161,855
Executive VP 1998 353,870 319,254 1,801 371,250(5) 60,000 443,166 98,561
1997 303,570 253,546 0 0 43,000 192,628 50,503
J. B. James (2) 1999 358,752 158,816 0 192,500(6) 57,000 319,991 114,137
Executive VP & CFO 1998 288,750 238,219 0 0 40,000 382,612 59,497
R. F. Clark 1999 266,500 161,177 0 0 30,000 151,244 78,576
Senior VP
C. S. Hoffman 1999 281,487 78,368 8,046 0 35,000 165,611 44,197
Senior VP 1998 259,020 201,115 1,801 0 31,000 297,653 32,752
1997 250,020 128,685 0 0 30,000 118,302 8,637
R. E. Fowler, Jr. (3) 1999 750,000 487,500 7,525 0 158,000 1,036,730 57,346
Former Chairman & CEO 1998 700,002 750,752 1,922 1,816,040(7) 150,000 746,913(7) 56,858
1997 550,002 423,118 0 0 105,000 480,472 32,211
</TABLE>
- ---------
(1) Mr. Pertz joined the Company on October 1, 1998 as its President and Chief
Operating Officer. On October 1, 1999, Mr. Pertz became President and Chief
Executive Officer of the Company.
(2) Mr. James joined the Company on February 16, 1998 as its Senior Vice
President and Chief Financial Officer.
(3) Mr. Fowler retired as Chairman of the Board and Chief Executive Officer on
September 30, 1999.
(4) Includes amounts reimbursed during the fiscal year for the payment of taxes.
Also includes for Mr. Pertz $49,142 pursuant to the terms of Mr. Pertz'
employment agreement representing the purchase price of an automobile leased
by him prior to his employment by the Company.
(5) Mr. Huber received an award of 10,000 shares of restricted stock on
February 23, 1998. At December 31, 1999, these shares had an aggregate value
of $163,750. Each share of restricted stock is entitled to dividends in the
same amount as other shares of Common Stock.
(6) Mr. James received an award of 10,000 shares of restricted stock on
February 19, 1999. At December 31, 1999, these shares had an aggregate value
of $163,750. Each share of restricted stock is entitled to dividends in the
same amount as other shares of Common Stock.
12
<PAGE>
(7) Half of Mr. Fowler's award under the LTIP for the performance period ended
on December 31, 1998 was paid in cash and the other half of such award was
paid in the form of shares of restricted stock based on the value of Common
Stock on February 19, 1999. Accordingly, on February 19, 1999, Mr. Fowler
was granted 39,054 shares of Common Stock which vest in full on October 31,
2000. The amount shown in the above table for restricted stock for 1998
includes the value of the 39,054 shares and the amount shown for the LTIP
for 1998 represents the cash portion of the total award for Mr. Fowler's
performance during the performance period ended on December 31, 1998.
Mr. Fowler also received an award of 33,000 shares of restricted stock on
January 29, 1998 which vests in full when he reaches 65 years of age on
October 7, 2000. At December 31, 1999, Mr. Fowler held 72,054 shares of
restricted stock with an aggregate value of $1,179,884. Each share of
restricted stock is entitled to dividends in the same amount as other shares
of Common Stock.
(8) Includes: (i) the value of the benefit for life insurance premiums paid by
the Company in fiscal 1999 as follows: Mr. Pertz, $10,197; Mr. Huber,
$32,201; Mr. James, $24,591; Mr. Clark, $5,038; Mr. Hoffman, $11,889; and
Mr. Fowler, $57,346; (ii) contributions made by the Company to the savings
component of the Company's Profit Sharing and Savings Plan in fiscal 1999 in
the amount of $7,200 each for Messrs. Pertz, Huber, Clark and Hoffman;
(iii) contributions made by the Company for fiscal 1999 to the profit
sharing component of the Company's Profit Sharing and Savings Plan as
follows: Mr. Pertz, $10,622; Mr. Huber, $13,200; Mr. James, $13,822; and
Mr. Clark, $2,800; (iv) estimated contributions to be made by the Company
for fiscal 1999 pursuant to the Company's Restoration Plan (pursuant to
which the Company credits to the accounts of certain highly-compensated
employees amounts that the Company would have contributed to the accounts of
such employees under the Company's Profit Sharing and Savings Plan but for
limitations imposed by the Internal Revenue Code) as follows: Mr. Pertz,
$78,644; Mr. Huber, $96,274; Mr. James, $45,197; Mr. Clark, $51,949; and
Mr. Hoffman, $14,517; and (v) estimated contributions to be made by the
Company for fiscal 1999 pursuant to the Company's defined contribution
Supplemental Executive Retirement Plan (which provides certain executives of
the Company with retirement benefits in addition to those available under
the Profit Sharing and Savings Plan and the Restoration Plan) as follows:
Mr. Pertz, $13,324; Mr. Huber, $12,980; Mr. James, $30,527; Mr. Clark,
$11,589; and Mr. Hoffman, $10,591.
OPTION GRANTS IN THE LAST FISCAL YEAR
The following table sets forth information with respect to all options to
purchase shares of Common Stock granted in 1999 to each of the Named Executive
Officers. There were no grants of stock appreciation rights to the Named
Executive Officers in 1999.
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS GRANT DATE VALUE
----------------------------------------------------- -------------------
NUMBER OF % OF TOTAL
SECURITIES OPTIONS
UNDERLYING GRANTED TO EXERCISE
OPTIONS EMPLOYEES IN PRICE EXPIRATION GRANT DATE
NAME GRANTED(#)(1) FISCAL YEAR ($/SHARE)(2) DATE PRESENT VALUE($)(4)
---- ------------- ------------ ------------ ---------- -------------------
<S> <C> <C> <C> <C> <C>
D. A. Pertz...................................... 275,000 14.63 14.3125 10/1/2009 1,075,250
J. U. Huber...................................... 63,000 3.35 22.6562 4/27/2009 482,580
J. B. James...................................... 57,000 3.03 22.6562 4/27/2009 436,620
R. F. Clark...................................... 30,000 1.60 22.6562 4/27/2009 229,800
C. S. Hoffman.................................... 35,000 1.86 22.6562 4/27/2009 268,100
R. E. Fowler, Jr................................. 158,000 8.41 22.6562 10/31/2004(3) 1,210,280
</TABLE>
- ---------
(1) The option granted to Mr. Pertz vests in full on the fifth anniversary of
the date of grant, or, if earlier, in one-third increments on the respective
dates on which the fair market value of the Common Stock reaches $25.00,
$27.50 and $30.00 per share. All other options granted and reported in this
table have the following terms: each option vests over a three-year period,
with one-third of the options
13
<PAGE>
becoming exercisable at the end of each of the first three years following
the date of grant and with the entire option becoming exercisable at the end
of the third year, unless the vesting schedule is accelerated in accordance
with the Company's 1988 Option Plan.
(2) Exercise price is the fair market value of the Common Stock on the date of
grant, determined by calculating the average of the high and low prices at
which the Common Stock is traded on such date, as reflected on the New York
Stock Exchange Composite Tape.
(3) The expiration date of this option was changed from April 27, 2009 to
October 31, 2004 in connection with Mr. Fowler's retirement as Chairman of
the Board and Chief Executive Officer.
(4) The Black-Scholes Option Pricing Model was used to determine the grant date
present value of the options to purchase shares of Common Stock granted in
1999 by the Company. Based on the Black-Scholes Model, the present value of
each option granted to Mr. Pertz during fiscal 1999 is $3.91 per share and
the present value of each option granted to each other Named Executive
Officer during fiscal 1999 is $7.66 per share. The material assumptions and
adjustments incorporated in the model in estimating the value of the options
include the following: (i) option exercise prices of $22.65 and $14.31 for
the option grants made on April 27, 1999, and October 1, 1999, respectively,
in each case equal to the fair market value of the underlying stock on the
date of grant; (ii) an option term of ten years; (iii) interest rates of
5.18% and 6.11% on the option grants made on April 27, 1999 and October 1,
1999, respectively, in each case representing the interest rate on a U.S.
Treasury security on the date of grant with a maturity date corresponding to
that of the option term; (iv) volatilities of 34.14% and 34.50% on the
option grants made on April 27, 1999 and October 1, 1999, respectively, in
each case calculated using daily stock prices for the three-year period
prior to the date of grant; (v) dividends at the rate of $0.32 per share,
representing the annualized dividends paid with respect to a share of Common
Stock at the date of grant; and (vi) reductions of approximately 9.78% and
23.41% on the option grants made on April 27, 1999 and October 1, 1999,
respectively, to reflect the probability of forfeiture due to termination
prior to vesting, and approximately 15.61% and 11.96% for the option grants
made on April 27, 1999 and October 1, 1999, respectively, to reflect the
probability of a shortened option term due to termination of employment
prior to the option exercise date. The ultimate values of the options will
depend upon the future market price of the Common Stock, which cannot be
forecast with reasonable accuracy. The actual value, if any, an optionee
will realize upon exercise of an option will depend upon the excess of the
market value of the Common Stock over the exercise price on the date the
option is exercised.
14
<PAGE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL
YEAR-END OPTION VALUES
The following table sets forth information with respect to all exercises of
options to purchase shares of Common Stock in 1999 by each of the Named
Executive Officers and all outstanding options to purchase Common Stock held by
such individuals as of December 31, 1999.
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED IN-
OPTIONS AT FISCAL THE-MONEY OPTIONS
YEAR-END(#) AT FISCAL YEAR-END($)(1)
SHARES ACQUIRED VALUE --------------------------- ---------------------------
NAME ON EXERCISE(#) RECEIVED($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- --------------- ----------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
D. A. Pertz............... -- -- 106,666 668,334 -- 567,183
J. U. Huber............... -- -- 142,107 117,334 -- --
J. B. James............... -- -- 13,333 83,667 -- --
R. F. Clark............... -- -- 10,000 50,000 -- --
C. S. Hoffman............. -- -- 134,133 65,667 -- --
R. E. Fowler, Jr.......... -- -- 448,095 293,000 -- --
</TABLE>
- ---------
(1) The value is calculated based on a December 31, 1999 closing stock price of
$16.375 as quoted on the New York Stock Exchange Composite Tape, less the
relevant exercise price.
LONG-TERM INCENTIVE PLANS--AWARDS IN
LAST FISCAL YEAR
The following table sets forth certain information concerning awards made
during fiscal 1999 to the Named Executive Officers under the LTIP.
<TABLE>
<CAPTION>
PERFORMANCE OR ESTIMATED FUTURE PAYOUTS UNDER
NUMBER OF SHARES, OTHER PERIOD UNTIL NON-STOCK PRICE-BASED PLANS
UNITS OR OTHER MATURATION -------------------------------------
NAME RIGHTS(#) OR PAYOUT THRESHOLD($) TARGET($) MAXIMUM($)
---- ----------------- ------------------ ------------ --------- ----------
<S> <C> <C> <C> <C> <C>
D. A. Pertz................. -- 3 years 0 635,234 1,905,701
J. U. Huber................. -- 3 years 0 244,564 733,691
J. B. James................. -- 3 years 0 244,564 733,691
R. F. Clark................. -- 3 years 0 139,227 417,680
C. S. Hoffman............... -- 3 years 0 126,574 379,721
R. E. Fowler, Jr............ -- (1) (1) (1) (1)
</TABLE>
- ---------
(1) The amount and payout of Mr. Fowler's award is included as part of the
payments being made pursuant to his retirement agreement described below
under "Retirement Agreement."
Awards under the LTIP are made at the beginning of each three-year
performance period and are earned based on the performance of the Company or a
business unit of the Company or a combination thereof during such three-year
period. For Messrs. Pertz, James and Hoffman, awards are earned based on the
performance of the Company. For Messrs. Huber and Clark, respectively, awards
are based on the performance of the Company's Potash and Salt business units.
Each award is expressed as a percentage of the salary midpoint for the salary
grade of such participant. For the performance period commencing in fiscal 1999,
the percentages are: Mr. Pertz, 80%; Messrs. Huber and James, 60%; and
Messrs. Clark and Hoffman, 50%. At the beginning of each year during the
performance period annual performance targets are established based on Economic
Profit improvement of the Company, a business unit of the Company or a
combination thereof. A performance target is determined for the Company and each
of the Company's business units each year during the performance period, with
each participant earning 100% of such participant's target award if the annual
performance target of the Company, or the participant's
15
<PAGE>
business unit, or a combination thereof, is met during each fiscal year in the
performance period, or a greater or lesser percentage of such target award if
the average payout multiple earned for the three fiscal years in the performance
period is greater or less than 100%. The LTIP was approved during fiscal 1996
and phased-in during fiscal 1997 and 1998, with payouts for fiscal 1997 being
based on the payout multiple earned for that year and payouts for 1998 being
based on the average payout multiple earned for fiscal 1997 and 1998. All future
awards will be based on a full three-year performance period. Payouts of the
awards may be made in cash, shares of Common Stock of the Company, including
shares of restricted stock, or a combination of the foregoing. The payouts for
fiscal 1999 were made completely in cash.
All of the terms relating to the satisfaction of the annual performance
targets and the termination of the performance period relating to an outstanding
award, or the cancellation of such award, upon the termination of employment of
a participant, whether by reason of disability, retirement, death or other
termination, is subject to the determination of the Compensation Committee. In
addition, the Compensation Committee, in its discretion, may make adjustments to
outstanding awards in the event of a Change in Control of the Company (as
defined below), including causing the performance period relating to such award
to lapse and the performance targets applicable to such award to be deemed
attained at the maximum level. A "Change in Control" of the Company will occur
as of the first day that any one of the following conditions has been satisfied:
certain acquisitions of 15% or more of the Common Stock, or change in a majority
of the Board of Directors, or the consummation of a reorganization, merger or
consolidation, or sale or disposition of all or substantially all of the assets
of the Company (unless, among other conditions, the Company's stockholders
receive 60% or more of the stock of the surviving company) or the consummation
of a liquidation or dissolution of the Company.
DEFINED BENEFIT PENSION PLANS
The Company maintains a non-contributory qualified defined benefit pension
plan which covers certain salaried employees, including certain Named Executive
Officers. The annual pension to which a participant is entitled at normal
retirement age (65) is an amount based on the average annual remuneration for
the five consecutive highest paid years out of the ten years immediately
preceding retirement, and years of credited service up to 35 years. Remuneration
for these purposes includes salary and 50% of bonus as shown in the Summary
Compensation Table.
The Internal Revenue Code requires certain limitations on benefits provided
under a qualified retirement plan. To the extent pension benefits otherwise
payable under the qualified pension plan's formula exceed the Internal Revenue
Code's limitations, the Board of Directors has approved a non-qualified plan,
the Supplemental Benefit Plan, which provides for payment of amounts in excess
of the Internal Revenue Code's limitations from the Company's operating funds to
its participants. Of the Named Executive Officers, only Messrs. Fowler and
Hoffman participate in the Supplemental Benefit Plan.
The following table shows the estimated annual pension benefits, which would
be payable to the eligible Named Executive Officers for life at normal
retirement under the qualified pension plan, calculated without regard to the
Internal Revenue Code limitations. (If elected, an optional form of
16
<PAGE>
pension would, on an actuarial basis, reduce benefits to the participant but
provide benefits to a surviving beneficiary or permit a one-time lump sum
present value payment.)
<TABLE>
<CAPTION>
ANNUAL BENEFITS FOR YEARS OF SERVICE INDICATED
ANNUAL AVERAGE OF HIGHEST FIVE YEARS COVERED ---------------------------------------------------------------
REMUNERATION FOR PENSION PURPOSES IN TEN 35 YEARS
YEARS PRECEDING NORMAL RETIREMENT DATE 10 YEARS 15 YEARS 20 YEARS 25 YEARS 30 YEARS OR MORE
- -------------------------------------------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
$300,000................................. $ 52,000 $ 78,000 $104,000 $129,900 $150,700 $171,400
$400,000................................. $ 69,800 $104,700 $139,600 $174,400 $202,300 $230,200
$500,000................................. $ 87,600 $131,400 $175,200 $218,900 $254,000 $289,000
$600,000................................. $105,400 $158,100 $210,800 $263,400 $305,600 $347,800
$700,000................................. $123,200 $184,800 $246,400 $307,900 $357,300 $406,600
$800,000................................. $141,000 $211,500 $282,000 $352,400 $408,900 $465,400
$900,000................................. $158,800 $238,200 $317,600 $396,900 $460,600 $524,200
$1,000,000............................... $176,600 $264,900 $353,200 $441,400 $512,200 $583,000
$1,100,000............................... $194,400 $291,600 $388,800 $485,900 $563,900 $641,800
$1,200,000............................... $212,200 $318,300 $424,400 $530,400 $615,500 $700,600
</TABLE>
Credited service under the pension plan as of December 31, 1999 for the
eligible Named Executive Officers is as follows: Mr. Fowler, 3 years, 10 months
and Mr. Hoffman, 25 years, 9 months.
The Company also maintains a defined benefit Supplemental Executive
Retirement Plan, a non-contributory, non-qualified plan in which certain key
executives have participated and in which Mr. Fowler is the only remaining
participant. Mr. Hoffman was a participant in the plan prior to January 1, 1998.
Effective January 1, 1998, Mr. Hoffman's participation in this plan was
terminated and Mr. Hoffman became a participant in the new defined contribution
Supplemental Executive Retirement Plan described below and was credited with an
opening balance in the amount of $236,888 in place of his former benefit under
this plan. The plan takes into account 100% of bonus and years of credited
service up to a maximum of 20 years, payable to the extent that such benefits
exceed those payable under the qualified defined benefit pension plan. The
additional amount of annual retirement benefits payable under the Supplemental
Executive Retirement Plan to Mr. Fowler beginning at age 65 is $171,618.
Effective January 1, 1998, the Company added a profit sharing provision to
the Profit Sharing and Savings Plan. The Profit Sharing and Savings Plan, a
defined contribution plan, became the primary retirement vehicle for all
employees not covered by a collective bargaining agreement who were either
(1) not participants in the qualified defined benefit pension plan or (2) hired
on or after January 1, 1998. Employees who were participants in the qualified
defined benefit pension plan as of December 31, 1997 were given the option of
remaining in such plan, or of becoming a participant in the Profit Sharing and
Savings Plan effective January 1, 1998. All Named Executive Officers except
Mr. Fowler participate in the Profit Sharing and Savings Plan.
Effective January 1, 1998, the Company adopted a new non-qualified defined
contribution Supplemental Executive Retirement Plan which covers certain Named
Executive Officers and certain other key executives. All of the Named Executive
Officers except Mr. Fowler participate in the plan.
EMPLOYMENT AGREEMENT
In connection with the employment of Mr. Pertz, in September 1998, the
Company entered into an employment agreement with Mr. Pertz. The agreement is
for an initial three-year term. The agreement terminates in the event of
Mr. Pertz' death or disability. In the event of disability, he is entitled to
base salary through the unexpired term of the agreement or, if earlier, his
eligibility for retirement benefits. The Company may also terminate the
agreement with or without "cause" (as defined in the agreement). In the event of
termination by the Company without cause, Mr. Pertz is entitled to severance
benefits equal to three times his then-current base salary, three times his
highest annual bonus earned during the three prior
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years under the MICP and three times his highest annual award earned during the
three prior years under the LTIP. He is also entitled to continued participation
in medical, dental, life and disability plans for up to three years In addition,
the vesting of outstanding stock options is accelerated and his balance in the
defined contribution Supplemental Executive Retirement Plan becomes fully
vested. Mr. Pertz may also terminate the agreement for "good reason" (as defined
in the agreement, and which includes failure to promote him to Chairman of the
Board of the Company by November 1, 2000). In the event of termination by
Mr. Pertz for good reason, he is entitled to receive severance benefits as if he
were terminated by the Company without cause. As of March 1, 2000, the amount of
cash severance payments to Mr. Pertz in the event of termination by the Company
without cause or by Mr. Pertz for good reason is estimated to be $5,486,261.
The agreement requires Mr. Pertz to devote full time to the performance of
such duties as are commensurate with his position and as may be assigned to him
by the Board. Pursuant to the agreement, Mr. Pertz has agreed not to compete
with the Company for the period ending three years after his termination of
employment. During such non-competition period, Mr. Pertz is prohibited from
rendering services to any North American business enterprise producing and
distributing potash, phosphate, animal feed ingredients or salt. In addition,
Mr. Pertz is prohibited from soliciting, in competition with the Company, any
client, customer or prospect of the Company and from soliciting any employee or
agent of the Company to enter into any employment, agency or other relationship
in competition with the Company.
The agreement provides for compensation (subject to increase at the
discretion of the Board) of $600,000 per year base salary, an annual bonus under
the MICP with a target bonus of at least 60% of base salary (with an actual
bonus of at least 60% of base salary for 1998), the opportunity to earn awards
under the LTIP with an annual target award of at least 80% of his salary grade
midpoint (with an actual bonus of at least 80% of salary grade midpoint of
$495,000, prorated to reflect the period of actual service, during 1998), and
retirement benefits in the form of participation in the Profit Sharing and
Savings Plan, the Restoration Plan and the defined contribution Supplemental
Executive Retirement Plan. The agreement also provided for initial stock option
awards of options to purchase (a) 320,000 shares of Common Stock vesting in
three annual installments, and (b) 180,000 shares of Common Stock vesting on
August 28, 2003 or, if earlier, increments of one-third with the first third
vesting on the date on which the fair market value of the Common Stock is at
least $30.00 per share, the second vesting on the date on which the fair market
value of the Common Stock is at least $35.00 per share, and the third vesting on
the date on which the fair market value of the Common Stock is at least $40.00
per share (but in no event before one year from the date of grant of the option
and no more than 50% during the second year following the date of grant). The
agreement also provides for (a) payment of a country club membership up to a
maximum initiation fee of $50,000 and monthly dues of $500, (b) reimbursement of
financial, tax and estate planning advice expenses up to $7,500 per year,
(c) payment of the purchase price of an automobile leased by Mr. Pertz prior to
his employment by the Company, and (d) reimbursement of legal fees incurred in
preparing his employment agreement. Mr. Pertz is also entitled to other employee
benefits and perquisites that are available generally to senior management of
the Company.
Following a Change in Control, the agreement provides for Mr. Pertz to
continue in the employ of the Company with a position, authority and
responsibility commensurate with his position, authority and responsibility
before the Change in Control for a period of three years. Mr. Pertz is entitled
to an undiminished base salary, to participate in annual and long-term
incentive, stock option, restricted stock and other compensation and benefit
plans that provide opportunities to receive compensation equal to the greater of
the opportunities provided to executives of the Company with comparable duties
or those to which he was entitled immediately prior to the Change in Control,
and to participate in retirement plans providing benefits at least equal to
those under the Company retirement plans in effect prior to the Change in
Control. In the event of termination of Mr. Pertz' employment other than due to
death, disability, cause, mandatory retirement or voluntary resignation, he is
entitled to a lump-sum severance
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allowance equal to three times (a) his base salary in effect immediately prior
to the termination PLUS (b) his highest annual bonus and LTIP award for the
three previous years. In addition, vesting of outstanding stock options will be
accelerated and his account balance in the defined contribution Supplemental
Executive Retirement Plan will become fully vested.
Certain provisions of the Internal Revenue Code impose a 20% excise tax upon
an executive of a corporation and deny federal income tax deductibility to the
corporation as to a significant portion of the compensation payments made to an
executive because of a Change in Control, if such payments as a whole exceed
three times the executive's average annual base and incentive compensation for
the most recent five years before the year in which the Change in Control
occurs. The amounts estimated to be payable under the aforesaid agreement could
be large enough to subject Mr. Pertz to the excise tax and to deprive the
Company of a deduction. The agreement provides that, if an excise tax were
imposed, the Company will provide Mr. Pertz with "grossed up" reimbursement,
including any tax payable on such additional amounts paid to him.
If a Change in Control were to occur and termination of Mr. Pertz'
employment were to occur within three years thereafter other than due to death,
disability, cause, mandatory retirement or voluntary resignation, the amount of
cash that would be payable in respect of this agreement is estimated (as of
March 1, 2000 and excluding any "grossed-up" reimbursements for taxes) to be
$7,026,756.
SEVERANCE AGREEMENTS
In order to provide them with appropriate assurances to continue to perform
their duties and responsibilities and thereby promote the stability of the
Company, the Company has entered into executive severance agreements (the
"Executive Severance Agreements") with Messrs. James and Hoffman and three other
executive officers of the Company. The Executive Severance Agreements provide
for non-competition agreements and severance agreements generally similar to
those under Mr. Pertz' employment agreement described above in the event of
termination of employment by the Company without cause, except that, absent a
Change in Control, the agreements provide for a severance payment of two times
base salary and two times the highest annual bonus earned during the three prior
years under the MICP. The agreements also provide for continuation of medical,
dental, life and disability plans for up to two years.
The Company has also entered into an agreement with another executive
officer of the Company which provides a non-competition agreement and severance
payments in the event of termination of employment following a Change in Control
generally similar to those described above.
As of March 1, 2000, the amount of cash severance payments to Messrs. James
and Hoffman in the event of termination by the Company without cause or by the
executive for good reason prior to a Change in Control is estimated to be
$2,189,042 and $1,554,816, respectively. If a Change in Control were to occur
and termination of the executives' employment were to occur within three years
thereafter other than due to death, disability, cause, mandatory retirement or
voluntary resignation, the amount of cash that would be payable in respect of
these agreements is estimated (as of March 1, 2000 and excluding any
"grossed-up" reimbursements for taxes) to be $3,283,563 and $2,332,224, for
Messrs. James and Hoffman, respectively.
RETIREMENT AGREEMENT
In connection with Mr. Fowler's retirement as Chairman of the Board and
Chief Executive Officer of the Company effective October 1, 1999 and termination
of Mr. Fowler's prior employment agreement with the Company, the Company entered
into an agreement with Mr. Fowler. Mr. Fowler will remain an employee of the
Company through October 31, 2000. Mr. Fowler is entitled to total compensation
of $3,599,680 for base salary and participation in the MICP and LTIP for the
period through October 31, 2000, payable in monthly installments. In addition,
Mr. Fowler has agreed to provide consulting services to
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the Company for up to fifteen days per month at a rate of $1,500 per day for the
period November 1, 2000 through October 31, 2001. Mr. Fowler's outstanding stock
options under the 1988 Option Plan and the Vigoro Option Plan will be
exercisable for three years following the end of the consulting arrangement (but
not more than ten years from the date of grant). 33,000 shares of restricted
stock received pursuant to Mr. Fowler's prior employment agreement dated
January 29, 1998 will vest at age 65, and 39,054 shares of restricted stock
received as half of Mr. Fowler's 1998 LTIP payout will vest on October 31, 2000.
The Company will also provide Mr. Fowler with an annual office space allowance
of $5,000 for five years, and $1,000 reimbursement per year for health insurance
coverage following October 31, 2000.
EMPLOYEE STOCK OPTIONS
In the event of a Change in Control, all outstanding options and SARs under
the 1988 Option Plan will become exercisable in full, all restricted stock
awards will vest, and each option, SAR and restricted stock award will represent
a right to acquire the appropriate number of shares of common stock received in
the merger or similar transaction.
MANAGEMENT COMPENSATION AND BENEFIT ASSURANCE PROGRAM
In October, 1988, the Board adopted the Management Compensation and Benefit
Assurance Program (the "Program") to ensure that officers and key management
personnel receive the compensation and benefits that have been committed to, and
are reasonably expected by, them under the terms of certain benefit plans. The
Program currently covers the Company's defined benefit Supplemental Executive
Retirement Plan and the Company's 1988 Option Plan. Under the Program, grantor
trusts have been established with the Wachovia Bank of North Carolina, N.A. of
Winston-Salem, North Carolina (the "Trustee") to ensure appropriate payment when
due of awards and benefits under such plans. These trusts are minimally funded
with operating funds of the Company, subject to full funding in the event that
the Trustee is notified that a Change in Control has occurred or is about to
occur. The assets of these trusts are subject to the claims of the Company's
creditors. Assuming a Change in Control were to occur, distributions by the
Trustee would be made only if the Company were to fail to honor its commitments
and subject to the claims of the Company's creditors and to the terms of the
benefit plan involved. Full funding under the arrangements that could be
required would depend upon the Company's outstanding commitments subject to the
Program from time to time.
CERTAIN IMC AGRIBUSINESS DIVESTITURE AGREEMENTS
In connection with the divestiture on April 22, 1999 of IMC AgriBusiness, a
former business unit of the Company, the Company entered into severance and
non-competition agreements (the "Divestiture Agreements") with certain key
employees working for IMC AgriBusiness, including Mr. Robert Van Patten who
formerly served as a Senior Vice President of the Company. Mr. Van Patten's
Divestiture Agreements provide that he will receive certain severance and
non-competition payments and benefits ("Divestiture Benefits") if his employment
is terminated in circumstances that constitute a "Severance Event," provided
that he abides by certain confidentiality, non-competition and non-solicitation
obligations described more fully below. Mr. Van Patten's Divestiture Benefits
consist of an amount equal to three years' pay (i.e., base salary plus the
highest annual bonus earned for any of the prior three years determined as of
August 1, 1998), paid in equal monthly installments over a three-year period,
and continuation of medical, dental and life insurance coverage for up to one
year. For purposes of the Divestiture Agreements, a Severance Event occurs if,
within three years of August 1, 1998, Mr. Van Patten's employment is terminated:
(i) by the employer other than for cause, disability or death; or (ii) by
Mr. Van Patten for "good reason" (as defined in the Divestiture Agreements);
Mr. Van Patten is not entitled to Divestiture Benefits if he is terminated from
employment with IMC AgriBusiness and subsequently offered a comparable position
with the Company or with the purchaser of IMC AgriBusiness or accepts any
position with the Company or such purchaser.
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During the period for which Mr. Van Patten is receiving Divestiture Benefits
under the Divestiture Agreements, Mr. Van Patten is prohibited from competing
with the Company. In particular, he is prohibited from rendering services to any
business enterprise in North America in the business of producing, brokering
and/or distributing in a wholesale capacity crop nutrients, animal feed
ingredients, salt, soda ash, sodium bicarbonate, sodium sulfate or boron
chemicals. In addition, he is prohibited from soliciting, in competition with
the Company, any client, customer or prospect of the Company and from soliciting
any employee, contractor or agent of the Company to enter into any employment,
agency or other relationship in competition with the Company.
Because Mr. Van Patten's employment was terminated in connection with the
divestiture of IMC AgriBusiness and he was not offered a comparable position
with the Company or with the purchaser of IMC AgriBusiness, Mr. Van Patten
currently is entitled to receive the Divestiture Benefits described above. The
Company and the purchaser of IMC AgriBusiness have agreed to share equally the
cost of the Divestiture Benefits due to Mr. Van Patten. The amount of cash that
is payable by the Company in respect of Mr. Van Patten's Divestiture Agreements
is $678,313.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee of the Board of Directors of the Company is
comprised of Messrs. Bentele, Dammeyer, Mathis and Thomas. During a portion of
1999, Mr. Fowler, former Chairman of the Board and Chief Executive Officer of
the Company, was a member of the compensation committee of the board of
directors of Anixter International, Inc. ("Anixter"). Mr. Dammeyer is the Vice
Chairman of Anixter and is a member of the Compensation Committee of the Board
of Directors of the Company.
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THE ANNUAL MEETING
PROXIES AND VOTING AT THE ANNUAL MEETING
As of the close of business on March 8, 2000 (the "Record Date"), there were
114,477,296 shares of Common Stock which may be voted at the Annual Meeting.
Only holders of record of the Common Stock at the close of business on the
Record Date shall be entitled to notice of, and to vote at, the Annual Meeting.
Each issued and outstanding share of Common Stock is entitled to one vote.
Shares represented by proxies will be voted in accordance with directions
given on the proxy card by a stockholder. Any properly executed and returned
proxy not specifying to the contrary will be voted (i) for the election of the
Board's nominees for Director, (ii) in favor of the adoption of the amendment to
the IMC Global Inc. Management Incentive Compensation Program, (iii) in favor of
ratifying the appointment of the independent auditors, (iv) against the
stockholder proposal, if presented, to repeal the Company's classified Board of
Directors and (v) in the discretion of the holder of proxies as to any other
matter that is properly presented at the Annual Meeting. A stockholder giving a
proxy has the right to revoke it at any time before it has been voted at the
Annual Meeting.
A proxy submitted by a stockholder may indicate that all or a portion of the
shares represented by such proxy are not being voted by such stockholder with
respect to a particular matter. This could occur, for example, when a broker is
not permitted to vote stock held in a street name on certain matters in the
absence of instructions from the beneficial owner of the stock. The shares
subject to any such proxy which are not being voted with respect to a particular
matter (the "non-voted shares") will be considered shares not present and
entitled to vote on such matter, although such shares may be considered present
and entitled to vote for other purposes and will count for purposes of
determining the presence of a quorum.
A stockholder may, with respect to the election of Directors, (i) vote for
all three nominees named herein, (ii) withhold authority to vote for all such
nominees or (iii) vote for all such nominees other than any nominee with respect
to whom the stockholder withholds authority to vote. The affirmative vote of a
plurality of the shares of Common Stock present in person or by proxy at the
Annual Meeting and entitled to vote in the election of Directors is required to
elect Directors. Accordingly, if a quorum is present at the meeting, the three
persons standing for election for the class of Directors whose term expires at
the 2003 Annual Meeting who receive the greatest number of votes will be elected
to serve as Directors. Therefore, withholding authority to vote for one or more
Directors and non-voted shares with respect to the election of Directors will
not affect the outcome of the election of Directors. A stockholder may, with
respect to each other matter specified in the notice of the meeting, (i) vote
"FOR," (ii) vote "AGAINST" or (iii) "ABSTAIN" from voting. If a quorum is
present at the Annual Meeting, approval of each matter other than the election
of Directors requires the affirmative vote of a majority of the shares of Common
Stock present in person or by proxy at the Annual Meeting and entitled to vote
on such matter. An abstention with respect to such matter has the legal effect
of a vote against such matter. Non-voted shares with respect to such matter will
not affect the determination of whether such matter is approved.
Proxies are solicited by the Board of Directors and management to assure
that stockholders who are unable to attend the Annual Meeting have the
opportunity nonetheless to cast a vote on the issues to come before the Annual
Meeting. In addition to the use of the mails, proxies may be solicited by
personal interview, telephone and telegrams by Directors, officers and employees
of the Company. Arrangements may also be made with brokerage houses and other
custodians, nominees and fiduciaries for the forwarding of solicitation material
to the beneficial owners of stock held of record by such persons, and the
Company may reimburse them for reasonable out-of-pocket expenses incurred by
them in connection therewith. In addition, the Company has retained Morrow &
Co., Inc. to aid in the solicitation, at an estimated cost of $7,000, plus
expenses. The cost of all proxy solicitations, including payments to Morrow &
Co., Inc. will be borne by the Company.
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The giving of the proxy does not affect the right to vote in person should
the stockholder be able to attend the Annual Meeting. Such proxy may be revoked
at any time prior to the effective exercise thereof by the execution of a
subsequent proxy or, if the stockholder attends the Annual Meeting and wishes to
vote in person, by notifying the Corporate Secretary at the Annual Meeting of
his or her intention to so vote. Prompt execution and return of the proxy card
is requested in order to assure the presence, in person or by proxy, of the
holders of a majority of the shares entitled to vote at the Annual Meeting,
which is required for a quorum.
MATTERS TO BE CONSIDERED AT THE ANNUAL MEETING
I. ELECTION OF DIRECTORS
The Board of Directors of the Company consists of ten members. Two of the
ten members of the Board are also employees of the Company. Joseph P. Sullivan
is the non-executive Chairman of the Board, and Douglas A. Pertz is President
and Chief Executive Officer of the Company. The Board is divided into three
classes with staggered terms of three years each, so that the term of one class
expires at each Annual Meeting of Stockholders.
Three Directors currently serve in the class of Directors whose term expires
at the Annual Meeting. Harold H. MacKay, Pamela B. Strobel and Richard L.
Thomas, each of whom is currently serving in the 2000 class of Directors, will
stand for re-election at the Annual Meeting for a three-year term expiring in
2003.
It is intended that the shares represented by the proxies named on the
enclosed proxy card will be voted, unless authorization to do so is withheld, in
favor of the election of Harold H. MacKay, Pamela B. Strobel and Richard L.
Thomas to serve until the Annual Meeting of Stockholders in 2003 or until their
respective successors have been duly elected and qualified. Directors shall be
elected by a plurality of the votes of the shares of Common Stock present in
person or by proxy at the Annual Meeting and entitled to vote in the election.
All of the nominees are currently members of the Board. If one or more
nominees should become unavailable to serve as a Director, it is intended that
shares represented by the enclosed proxy card will be voted for such substitute
nominee or nominees as may be selected by the Board.
The names of the nominees for Director and of those Directors continuing in
office, their ages, their principal occupations during the past five years,
certain other directorships held, their length of service, if any, on the Board
and their service, if any, on any committees of the Board are set forth below.
NOMINEES FOR ELECTION AS A DIRECTOR FOR A TERM EXPIRING IN 2003
<TABLE>
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HAROLD H. MACKAY
[PHOTO] Age 59. Chairman of the law firm MacPherson Leslie & Tyerman
in Regina, Saskatchewan, Canada. He is a director of the
Bank of Canada, Weyerhaeuser Canada Ltd. and Canada Life
Financial Corporation. Mr. MacKay was Chair of the Task
Force on the Future of the Canadian Financial Services
Sector in 1997 and 1998 and is a director of the
Saskatchewan Institute of Public Policy. Mr. MacKay
previously served as a director of The Vigoro Corporation
("Vigoro") from November 1993 until March 1996 and has
served as a Director of the Company since March 1996.
Mr. MacKay currently serves as Chairman of the
Environmental, Health and Safety Committee and as a member
of the Audit Committee.
</TABLE>
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<TABLE>
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PAMELA B. STROBEL
[PHOTO] Age 47. Executive Vice President and General Counsel of
Unicom Corporation ("Unicom") and its subsidiary,
Commonwealth Edison Company ("ComEd"). From October 1997 to
December 1998, Ms. Strobel served as Senior Vice President
and General Counsel of Unicom and ComEd. She served as Vice
President and General Counsel of ComEd from June 1993 to
October 1997. Prior thereto, Ms. Strobel was a partner in
the Chicago law firm of Sidley and Austin from 1988 to 1993.
She was an associate and later a partner at the Chicago law
firm of Isham, Lincoln & Beale from 1977 to 1988.
Ms. Strobel is a director of Badger Meter, Inc. in
Milwaukee, Wisconsin. Ms. Strobel has served as a Director
of the Company since June 1999. Ms. Strobel currently serves
on the Environmental, Health and Safety Committee.
RICHARD L. THOMAS
[PHOTO] Age 69. Retired Chairman of First Chicago NBD Corporation
and The First National Bank of Chicago. Mr. Thomas is also a
director of The PMI Group, Inc., The Sabre Group
Holdings, Inc., Sara Lee Corporation and Unicom Corporation.
Mr. Thomas is a life trustee of the Chicago Symphony
Orchestra, a trustee of Rush-Presbyterian-St. Luke's Medical
Center (Chicago), Northwestern University and Kenyon
College. Mr. Thomas has served as a Director of the Company
since June 1996. Mr. Thomas currently serves on the
Executive Committee, the Committee on Directors and Board
Affairs and the Compensation Committee.
DIRECTORS CONTINUING IN OFFICE
RAYMOND F. BENTELE
[PHOTO] Age 63. Retired President and Chief Executive Officer,
Mallinckrodt Inc. Mr. Bentele was Executive Vice President
of Mallinckrodt Group Inc. (formerly known as IMCERA
Group Inc.) from 1989 until his retirement. He is also a
director of the Kellwood Company, Mallinckrodt Inc.,
Leggett & Platt Inc. and was previously a director of IMC
Global from 1990 to 1991. Mr. Bentele has served as a
Director of the Company since June 1994, and his term
expires in April 2001. Mr. Bentele currently serves as
Chairman of the Compensation Committee and as a member of
the Committee on Directors and Board Affairs.
ROD F. DAMMEYER
[PHOTO] Age 59. Managing Partner of Equity Group Investments L.L.C.
(Corporate Investments). Since February 1998 Mr. Dammeyer
has served as Vice Chairman of Anixter. From January 1993 to
February 1998, Mr. Dammeyer served as Chief Executive
Officer of Anixter, and from October 1985 to February 1998
he served as President of Anixter. In addition, Mr. Dammeyer
has served as a director of Anixter since October 1985. He
is also a trustee of Van Kampen Investments, Inc. closed
end funds. Mr. Dammeyer is a director of Allied Riser
Communications Corporation, Antec Corporation, CNA Surety
Corp., Inc., GATX Corporation, Grupo Azucarero Mexico (GAM),
Matria Healthcare, Inc., Stericycle, Inc., TeleTech
Holdings, Inc. and Transmedia Network, Inc. He previously
served as a director of Vigoro from August 1993 until
March 1996 and has served as a Director of the Company since
March 1996. His term expires in April 2001. Mr. Dammeyer
currently serves on the Executive Committee and the
Compensation Committee.
</TABLE>
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<TABLE>
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JAMES M. DAVIDSON, PH.D.
[PHOTO] Age 65. Vice President Emeritus, University of Florida.
Dr. Davidson joined the University of Florida, Gainesville,
Florida in 1974, became Professor and Assistant Dean for
Research in 1979, Professor and Dean for Research, Institute
of Food and Agricultural Sciences, and Director, Florida
Agricultural Experiment Station in 1986, and Vice President
for Agriculture and Natural Resources in 1992. He retired
from the University of Florida in 1998. Dr. Davidson has
served as a Director of the Company since July 1991.
Dr. Davidson currently serves as Chairman of the Audit
Committee and as a member of the Environmental, Health and
Safety Committee.
DAVID B. MATHIS
[PHOTO] Age 61. Chairman and Chief Executive Officer of Kemper
Insurance Companies. Mr. Mathis served as Chairman,
President and Chief Executive Officer of Kemper Insurance
Companies from March 1996 to September 1996. From
February 1992 through February 1996, he served as Chairman
and Chief Executive Officer of Kemper Corporation.
Mr. Mathis has been employed by Kemper since 1960 in
management positions of successively increasing importance.
He is currently a director of Kemper Insurance Companies.
Mr. Mathis also serves on the board of trustees of Lake
Forest College and is an advisory board member of the J. L.
Kellogg Graduate School of Management of Northwestern
University. He also serves on the board of trustees of the
Chicago Symphony Orchestra. Mr. Mathis has served as a
Director of the Company since February 1995. Mr. Mathis
currently serves as Chairman of the Committee on Directors
and Board Affairs and as a member of the Executive Committee
and the Compensation Committee.
DONALD F. MAZANKOWSKI
[PHOTO] Age 64. Now retired from politics, Mr. Mazankowski served as
Canada's Minister of Finance from 1991 to 1993 and Minister
of Agriculture from 1988 to 1991. From 1986 to 1993, he
served as Canada's Deputy Prime Minister and President of
the Queen's Privy Council. Mr. Mazankowski is a director of
the Weyerhaeuser Company and its subsidiary, Weyerhaeuser
Canada Ltd., Shaw Communications Inc., Power Corporation of
Canada, Power Financial Corporation, The Great West Life
Assurance Co., Investors Group Inc., Gulf Canada
Resources Ltd., Gulf Indonesia Resources Ltd., Atco Ltd. and
Canada Brokerlink Inc. Mr. Mazankowski previously served as
a director of Vigoro from February 1994 until March 1996 and
has served as a Director of the Company since October 1997.
His term expires in April 2001. He currently serves as a
member of the Audit Committee and the Environmental, Health
and Safety Committee.
</TABLE>
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<TABLE>
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DOUGLAS A. PERTZ
[PHOTO] Age 45. President and Chief Executive Officer of the Company
since October 1999. From October 1998 to October 1999,
Mr. Pertz served as President and Chief Operating Officer of
the Company. From 1995 to 1998, Mr. Pertz served as
President and Chief Executive Officer and as a director of
Culligan Water Technologies, Inc., a leading manufacturer
and distributor of water purification and treatment
products. From 1994 until January 1995, he was Corporate
Vice President and Group Executive of the Danaher
Corporation ("Danaher"), a manufacturer of products in the
tool, process/environmental controls and transportation
industries and was also President, Chief Executive Officer
and a director of Danaher's subsidiaries, Matco Tools, a
manufacturer of hand tools, and Hennessy Industries, a
manufacturer of transportation equipment. Mr. Pertz has
served as a Director of the Company since October 1998, and
his term expires in April 2001. Mr. Pertz currently serves
as a member of the Executive Committee and is a non-voting
member of the Committee on Directors and Board Affairs.
JOSEPH P. SULLIVAN
[PHOTO] Age 66. Non-Executive Chairman of the Board of the Company
since October 1999. Retired Chairman of the Board of Vigoro,
a position he held from March 1991 through February 1996.
From March 1991 to September 1994, Mr. Sullivan served as
Chief Executive Officer of Vigoro. He served as Chief
Operating Officer of Vigoro from March 1991 to July 1993 and
as President from January 1986 to March 1991. Mr. Sullivan
served as a director of Vigoro from January 1986 through
February 1996. He is a director of American Classic Voyages
Co. In addition, Mr. Sullivan is a member of the board and
the executive committee of the National Opinion Research
Center and is a member of the board and president of the
International Food and Agribusiness Management Association.
Mr. Sullivan has served as a Director of the Company since
March 1996. Mr. Sullivan currently serves as Chairman of the
Executive Committee and as a non-voting member of the
Committee on Directors and Board Affairs.
</TABLE>
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF THE THREE
NOMINEES LISTED ABOVE (PROPOSAL NO. 1 ON THE PROXY CARD).
II. APPROVAL OF THE AMENDMENT TO THE IMC GLOBAL INC. MANAGEMENT INCENTIVE
COMPENSATION PROGRAM
In order to provide incentives to officers and other key employees of the
Company and its subsidiaries and thereby advance the interests of the Company by
attracting and retaining officers and other key employees and motivating such
persons to act in the best interests of the Company's stockholders, the Company
adopted the IMC Global Inc. Management Incentive Compensation Program (the
"MICP") effective as of January 1, 1999. The MICP subsequently was approved by
the Company's stockholders on April 27, 1999.
The MICP is intended to comply, whenever possible and consistent with the
objectives of the MICP, with the requirements of Section 162(m) of the Internal
Revenue Code ("Section 162(m)"). Section 162(m) generally limits to $1 million
the amount that a publicly held corporation is allowed to deduct each year for
the compensation paid to each of the corporation's chief executive officer (the
"CEO") and the corporation's four most highly compensated executive officers
other than the CEO. However, "qualified performance-based compensation" is not
subject to the $1 million deduction limit. To qualify as performance-based
compensation, the following requirements must be satisfied: (i) the performance
goals
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are determined by a committee consisting solely of two or more "outside
directors"; (ii) the material terms under which the compensation is to be paid,
including the performance goals, are disclosed to stockholders and are approved
by a separate majority vote of the corporation's stockholders before the
compensation is paid; and (iii) the committee certifies that the applicable
performance goals were in fact satisfied before payment of any performance-based
compensation is made.
In order for the "business performance incentive awards" (defined below)
paid under the MICP to continue to be "qualified performance-based compensation"
within the meaning of Section 162(m) and therefore not be subject to the
$1 million deduction limit under Section 162(m), the proposed amendment to the
MICP described below must be approved by the vote of the holders of a majority
of the outstanding shares of the Company's Common Stock present in person or by
proxy at the Annual Meeting and entitled to vote on the proposed amendment.
PROPOSED AMENDMENT
Since inception, the MICP has provided that the payment of business
performance incentive awards under the MICP is subject to the satisfaction of
certain business performance objectives and criteria ("Performance Goals") that
are based upon the "Economic Profit," i.e., after-tax operating earnings in
excess of net assets multiplied by the cost of capital of a business unit of the
Company and/or of the Company as a whole. On February 21, 2000, the Compensation
Committee of the Board of Directors of the Company adopted an amendment to the
MICP, contingent upon stockholder approval, which authorizes the Compensation
Committee to establish Performance Goals under the MICP based upon any of the
following: the attainment by a share of Common Stock of a specified fair market
value for a specified period of time, earnings per share, return to stockholders
(including dividends), return on assets, return on equity, earnings of the
Company, revenues, market share, cash flow or cost reduction goals, or any
combination of the foregoing.
DESCRIPTION OF THE MICP
ADMINISTRATION. The MICP is administered by the Compensation Committee
which currently consists of four Directors, each of whom is (i) a "Non-Employee
Director" within the meaning of Rule 16b-3 under the Exchange Act and (ii) an
"outside director" within the meaning of Section 162(m).
Subject to the express provisions of the MICP, the Compensation Committee
has the authority to select officers and other key employees of the Company, and
its subsidiaries, who will receive performance incentive awards and to determine
all of the terms and conditions of each award. Approximately 205 officers and
other key employees are eligible to participate in the MICP. All performance
incentive awards are subject to such provisions not inconsistent with the MICP
as the Compensation Committee shall approve. The Compensation Committee also has
the authority to prescribe rules and regulations for administering the MICP and
to decide questions of interpretation or application of any provision of the
MICP. Except with respect to grants to persons whose compensation is likely to
be subject to the $1 million deduction limit under Section 162(m), the
Compensation Committee may delegate some or all of its power and authority to
administer the MICP to the CEO or other executive officer of the Company.
CHANGE IN CONTROL. In the event of a Change in Control, the Compensation
Committee has the discretion to make such adjustments to outstanding awards
under the MICP as it deems appropriate, including, without limitation, causing
all outstanding awards to be "cashed-out" by the Company.
EFFECTIVE DATE, TERMINATION AND AMENDMENT. The MICP became effective as of
January 1, 1999. The Compensation Committee may amend the MICP at any time,
subject to any requirement of stockholder approval required by applicable law,
rule or regulation.
PERFORMANCE INCENTIVE AWARDS. The MICP provides for the grant of
performance incentive awards. Each performance incentive award is a right,
contingent upon the attainment of performance measures
27
<PAGE>
within a specified performance period, to receive payment in cash of a specified
amount. The maximum amount that may be paid to any individual under any
performance incentive award for any performance period shall not exceed
$2 million, adjusted for increases in the Consumer Price Index between
January 1, 1999 and the beginning of the performance period. All of the terms
relating to the satisfaction of performance measures and the termination of the
performance period relating to a performance incentive award, or any
cancellation or forfeiture of such performance incentive award upon a
termination of employment with the Company of the holder of such performance
incentive award, whether by reason of disability, retirement, death or other
termination, shall be determined by the Compensation Committee and communicated
to the recipient of a performance incentive award at the time the award is
granted.
Performance incentive awards may be either business performance incentive
awards, which entitle a participant to a specified amount contingent upon the
attainment of business performance measures within a specified performance
period or individual performance incentive awards, which entitle a participant
to a specified amount contingent upon the attainment of individual performance
measures within a specified performance period. A participant may be awarded
both a business performance incentive award and an individual performance
incentive award for the same performance period.
PERFORMANCE GOALS. Under the MICP, the payment of business performance
incentive awards is subject to the satisfaction of certain business performance
objectives and criteria, such objectives and criteria to be based on the
Economic Profit of a business unit of the Company and/or of the Company as a
whole. Economic Profit is defined for this purpose as after-tax operating
earnings in excess of net assets multiplied by the cost of capital. If the
proposed amendment to the MICP is approved by the Company's stockholders, the
business performance objectives may be based upon any of the following: the
attainment by a share of Common Stock of a specified fair market value for a
specified period of time, earnings per share, return to stockholders (including
dividends), return on assets, return on equity, earnings of the Company,
revenues, market share, cash flow or cost reduction goals, or any combination of
the foregoing. The payment of individual performance incentive awards is subject
to the satisfaction of certain individual performance goals established for each
participant. If the Compensation Committee desires that compensation payable
pursuant to any award subject to either business performance measures or
individual performance measures be "qualified performance-based compensation"
within the meaning of Section 162(m), the applicable performance measures
(i) will be established by the Compensation Committee no later than 90 days
after the beginning of the performance period (or such other time designated by
the Internal Revenue Service) and (ii) will satisfy all other applicable
requirements imposed under regulations promulgated under Section 162(m),
including the requirement that such performance measures be stated in terms of
an objective formula or standard.
PERFORMANCE PERIODS. A Performance Period is one fiscal year of the
Company.
FEDERAL INCOME TAX CONSEQUENCES
The following is a brief summary of certain U.S. federal income tax
consequences generally arising with respect to awards under the MICP.
A participant receiving a performance incentive award will not recognize
taxable income upon the grant of such award and the Company will not be entitled
to a tax deduction at such time. Upon the payment of a performance incentive
award the participant will recognize ordinary income in an amount equal to the
cash paid by the Company. This amount is deductible by the Company as
compensation expense, except to the extent the deduction limits of
Section 162(m) apply.
28
<PAGE>
OTHER INFORMATION
The awards under the MICP for 2000 are not presently determinable. Approval
of the proposed amendment to the MICP requires the vote of the holders of a
majority of the outstanding shares of the Company's Common Stock present in
person or by proxy at the Annual Meeting and entitled to vote on the MICP. If
the proposed amendment is not approved by stockholders, the Compensation
Committee will consider alternatives.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR APPROVAL OF THE AMENDMENT TO
THE IMC GLOBAL INC. MANAGEMENT INCENTIVE COMPENSATION PROGRAM (PROPOSAL NO. 2 ON
THE PROXY CARD).
III. RATIFICATION OF THE APPOINTMENT OF INDEPENDENT AUDITORS
The Board of Directors, upon recommendation of the Audit Committee,
appointed Ernst & Young LLP as independent auditors to examine and report on the
financial statements of the Company and its subsidiaries and affiliates for the
fiscal year ending December 31, 2000, subject to stockholder approval at the
Annual Meeting.
During the fiscal year ended December 31, 1999, Ernst & Young LLP provided
the Company with audit services, including examinations of and reporting on the
Company's consolidated financial statements, as well as those of several of its
subsidiaries and affiliates and of certain of its employee benefit plans. Audit
services also included accounting advisory services and review of filings with
the SEC and the Annual Report to Stockholders. Ernst & Young LLP also performed
certain non-audit services for the Company such as federal, state and local tax
advisory services.
Representatives of Ernst & Young LLP are expected to be present at the
Annual Meeting and will have the opportunity to make any statements they may
desire. They also will be available to respond to appropriate questions of the
stockholders.
Ratification of the appointment of Ernst & Young LLP as independent auditors
requires the affirmative vote of a majority of the shares of the Company's
Common Stock represented at the meeting in person or by proxy.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR RATIFICATION OF THE APPOINTMENT
OF ERNST & YOUNG LLP AS THE INDEPENDENT AUDITORS OF THE COMPANY (PROPOSAL NO. 3
ON THE PROXY CARD).
IV. STOCKHOLDER PROPOSAL TO REPEAL THE CLASSIFIED BOARD
Alan G. Hevesi, Comptroller of the City of New York, 1 Centre Street, New
York, New York 10007-2341, on behalf of the New York City Employees' Retirement
System, the beneficial owner of 219,480 shares of Common Stock as of
September 2, 1999, has advised the Company that it intends to introduce the
following proposal for consideration by the stockholders at the Annual Meeting:
BE IT RESOLVED, that the stockholders of IMC Global, Inc. request that the
Board of Directors take the necessary steps to declassify the Board of
Directors and establish annual elections of directors, whereby directors
would be elected annually and not by classes. This policy would take effect
immediately, and be applicable to the re-election of any incumbent director
whose term, under the current classified system, subsequently expires.
PROPONENT'S SUPPORTING STATEMENT
We believe that the ability to elect directors is the single most important
use of the shareholder franchise. Accordingly, directors should be accountable
to shareholders on an annual basis. The election of directors by classes, for
three-year terms, in our opinion, minimizes accountability and precludes the
full exercise of the rights of shareholders to approve or disapprove annually
the performance of a director or directors.
29
<PAGE>
In addition, since only one-third of the Board of Directors is elected
annually, we believe that classified boards could frustrate, to the detriment of
long-term shareholder interest, the efforts of a bidder to acquire control or a
challenger to engage successfully in a proxy contest.
We urge your support for the proposal to repeal the classified board and
establish that all directors be elected annually.
THE COMPANY'S STATEMENT IN OPPOSITION
The Board of Directors believes that the proposal to repeal the classified
Board is not in the best interests of the Company and its stockholders and
recommends a vote AGAINST the proposal.
Prior experience and knowledge of the Company, its operations and its
competitive environment is exceedingly important in the highly competitive
industry in which the Company operates. The classified Board facilitates
continuity of experienced directors and helps assure that a majority of the
directors at any time will have had prior experience and in-depth knowledge of
the Company. The classified Board also reduces the possibility of a precipitous
change in the composition of the Board. At least two annual stockholders'
meetings would be required to effect a change in control of the Board. This
helps assure stability and encourages a long-term focus rather than a solely
short-term focus in the management of the business and affairs of the Company.
In addition, a classified Board helps the Company attract and retain highly
qualified individuals willing to devote the time and resources necessary to
understand the Company, its operations and its competitive environment.
Moreover, the Board believes that a Director's performance and contribution
is more appropriately measured over a longer period of time such as three years,
rather than the short-term focus implicit in annual elections. This is
consistent with the Board's role in fostering an environment that encourages a
long-term strategic approach to decisions.
The classified Board is further intended to provide the Company and its
stockholders with valuable protection against an unsolicited takeover that is
unfavorable to stockholders. It is a widely used safeguard to help protect
against precipitous attempts to seize control of a company on a basis that
maximizes value solely for the acquiror rather than for all of a company's
stockholders. A classified Board permits a more orderly process for directors to
consider any proposal, study all alternatives and seek the greatest value for
all stockholders.
Approval of the Proponent's proposal to declassify the Board requires the
affirmative vote of a majority of the shares of Common Stock represented at the
meeting in person or by proxy and entitled to vote on the proposal. However, it
is important to note that adoption of the Proponent's proposal would not by
itself eliminate the classified Board. It is a request that the Board take "the
necessary steps to declassify the Board." If the Board believed that repeal of
the classified Board were desirable, it would have to present a formal amendment
to the Company's certificate of incorporation for approval by the stockholders.
The amendment would need to be approved by the vote of the holders of at least a
majority of the issued and outstanding stock of the Company.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST APPROVAL OF THE PROPOSAL TO
REPEAL THE CLASSIFIED BOARD (PROPOSAL NO. 4 ON THE PROXY CARD).
30
<PAGE>
MISCELLANEOUS INFORMATION
The Board of Directors and management know of no matters which will be
presented for consideration at the Annual Meeting other than those stated in the
notice of Annual Meeting and described in this Proxy Statement.
DISCRETIONARY VOTING AUTHORITY
If any matter properly comes before the Annual Meeting, the persons named in
the accompanying proxy card will vote such proxy in accordance with their
judgment regarding such matters, including the election of a Director or
Directors other than those named herein if an emergency or unexpected occurrence
makes the use of discretionary authority necessary, and also regarding matters
incident to the conduct of the Annual Meeting.
STOCKHOLDER PROPOSALS AND NOMINATIONS FOR THE 2001 ANNUAL MEETING OF
STOCKHOLDERS
The Committee on Directors and Board Affairs considers stockholder
recommendations of future nominees for election to the Board of Directors. The
Amended and Restated By-Laws of the Company establish an advance notice
procedure for stockholder proposals which provides that a stockholder wishing to
nominate a candidate for election to the Board or wishing to bring business
before an annual meeting is required to give written notice to the Corporate
Secretary of the Company of his or her intention to make such a nomination. For
business to be properly brought before an annual meeting by a stockholder, the
stockholder must have given written notice thereof to the Corporate Secretary,
delivered or mailed to and received at the principal executive offices of the
Company not less than 75 days nor more than 100 days prior to the meeting, or if
less than 70 days' notice of the meeting or prior public disclosure of the date
of the meeting is given or made to stockholders, not later than the close of
business on the 10th day following the day on which the notice of the meeting
was mailed or, if earlier, the day on which such public disclosure was made. A
notice of nomination is required to contain certain information about both the
nominee and the stockholder making the nomination. The Company may require that
the proposed nominee furnish other information to determine that person's
eligibility to serve as a Director. A nomination which does not comply with the
above procedure will be disregarded. Stockholders at the 2000 Annual Meeting may
consider stockholder proposals or nominations brought by a stockholder of record
on March 8, 2000, who is entitled to vote at the 2000 Annual Meeting and who has
given the Company timely written notice, in proper form, of the stockholder's
proposal or nomination. A stockholder proposal or nomination intended to be
brought before the 2000 Annual Meeting must have been received by the Corporate
Secretary on or after January 16, 2000 and before February 10, 2000. No such
proposals or nominations have been received. The 2001 Annual Meeting is expected
to be held on April 24, 2001. A stockholder proposal or nomination intended to
be brought before the 2001 Annual Meeting must be received by the Company on or
after January 14, 2001 and on or prior to February 8, 2001. Proposals for
inclusion in the Company's proxy material for the 2001 Annual Meeting of
Stockholders pursuant to Rule 14a-8 of the proxy rules of the SEC are not
subject to the requirements described above. Such proposals must be received by
November 17, 2000 and meet the other requirements of Rule 14a-8 to be eligible
for inclusion in the proxy material for the 2001 Annual Meeting of Stockholders.
Proposals should be sent to the Corporate Secretary of the Company, 2100
Sanders Road, Northbrook, Illinois 60062-6146.
By Order of the Board of Directors
[SIGNATURE]
Rose Marie Williams
Corporate Secretary
March 17, 2000
31
<PAGE>
DIRECTIONS TO THE HILTON NORTHBROOK
The Hilton Northbrook is located at 2855 North Milwaukee Avenue, Northbrook,
Illinois. The telephone number of the Hilton Northbrook is 847-480-7500.
GENERAL
The meeting will be held in the Pine Room. The Pine Room is located on the
first floor of the hotel.
From the North:
I-94 EAST TO I-294 NORTH; EXIT AT WILLOW ROAD, WEST ON WILLOW ROAD TO MILWAUKEE
AVENUE, SOUTH ON MILWAUKEE 1/2 MILE. THE HOTEL IS ON THE LEFT-HAND SIDE.
From the West:
I-90 EAST TO I-294 NORTH; EXIT AT WILLOW ROAD, WEST ON WILLOW ROAD TO MILWAUKEE
AVENUE, SOUTH ON MILWAUKEE 1/2 MILE. THE HOTEL IS ON THE LEFT-HAND SIDE.
From the South:
I-294 NORTH; EXIT AT WILLOW ROAD, WEST ON WILLOW ROAD TO MILWAUKEE AVENUE, SOUTH
ON MILWAUKEE 1/2 MILE. THE HOTEL IS ON THE LEFT-HAND SIDE.
From Downtown Chicago:
I-90/I-94 WEST TO O'HARE/ROCKFORD, I-294 NORTH/MILWAUKEE, WI; EXIT AT WILLOW
ROAD. WEST ON WILLOW ROAD TO MILWAUKEE AVENUE, SOUTH ON MILWAUKEE 1/2 MILE. THE
HOTEL IS ON THE LEFT-HAND SIDE.
From O'Hare Car Rental Area:
FROM MANNHEIM ROAD, SOUTH OF O'HARE....TAKE IRVING PARK EAST TO I-294 NORTH.
FROM MANNHEIM ROAD, NORTH OF O'HARE, GO SOUTH ON MANNHEIM ROAD BACK TO MAIN ROAD
ENTERING O'HARE. PROCEED SOUTH ON DOROTHY COLEMAN DRIVE TO I-90 EAST. CONTINUE
TO I-294 NORTH. EXIT AT WILLOW ROAD, WEST ON WILLOW TO MILWAUKEE AVENUE, SOUTH
ON MILWAUKEE AVENUE 1/2 MILE. THE HOTEL IS ON THE LEFT-HAND SIDE.
32
<PAGE>
P R O X Y
IMC GLOBAL INC.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
THE COMPANY FOR THE ANNUAL MEETING, APRIL 25, 2000
The undersigned hereby constitutes and appoints Douglas A. Pertz, J. Bradford
James and Rose Marie Williams and each of them, with full power of
substitution, Proxies to represent the undersigned at the Annual Meeting of
Stockholders of IMC Global Inc. to be held at the Hilton Northbrook, 2855
North Milwaukee Avenue, Northbrook, Illinois 60062, on April 25, 2000, at
12:00 noon, Local Time, and at any adjournments thereof, and to vote on all
matters coming before said meeting, hereby revoking any proxy heretofore
given.
COMMENTS: (SUCH AS CHANGE OF ADDRESS)
Election of Directors, Nominees (see reverse side)
____________________________________
For a Term Expiring in 2003:
Harold H. MacKay ____________________________________
Pamela B. Strobel
Richard L. Thomas ____________________________________
YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICES BY MARKING THE APPROPRIATE BOXES
(SEE REVERSE SIDE), BUT YOU NEED NOT MARK ANY BOXES IF YOU WISH TO VOTE IN
ACCORDANCE WITH THE BOARD OF DIRECTORS' RECOMMENDATIONS AS NOTED IN THE PROXY
STATEMENT AND ON THE REVERSE SIDE OF THIS CARD. THE PROXIES CANNOT VOTE YOUR
SHARES UNLESS YOU SIGN AND RETURN THIS CARD.
<PAGE>
PLEASE SIGN, DATE, AND MAIL YOUR
PROXY CARD BACK AS SOON AS POSSIBLE!
ANNUAL MEETING OF STOCKHOLDERS
IMC GLOBAL INC.
APRIL 25, 2000
PLEASE DETACH AND MAIL IN THE ENVELOPE PROVIDED
PLEASE MARK YOUR
/X/ VOTES AS IN THIS
EXAMPLE
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSALS 1, 2, AND 3
AND A VOTE "AGAINST" PROPOSAL 4.
FOR WITHHOLD
1. Election of three (3) members of / / / / NOMINEES:
the Board of Directors: Harold H. MacKay
(Instructions: To withhold authority to vote for any Pamela B. Strobel
individual nominee, write the nominee's name in the Richard L. Thomas
space below.)
____________________________________________________
FOR AGAINST ABSTAIN
2. The approval of an amendment to the / / / / / /
IMC Global Inc. Management Incentive
Compensation Program.
3. Ratification of the appointment of Ernst / / / / / /
& Young LLP as the independent auditors.
4. The approval of a stockholder proposal, if / / / / / /
presented, to repeal the classified Board
of Directors.
5. In their discretion, the Proxies are authorized to transact other business
that properly may come before the meeting or any adjournment of the
meeting.
Please check this box if you plan to attend the Annual Meeting. / /
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED OR, IF
NO DIRECTION IS GIVEN, WILL BE VOTED FOR PROPOSALS 1, 2 AND 3
AND AGAINST PROPOSAL 4.
SIGNATURE____________________________________
________________________________________________DATE__________________, 2000
(SIGNATURE IF HELD JOINTLY)
IMPORTANT: Please sign exactly as your name appears hereon and mail the proxy
card promptly even though you may plan to attend the meeting. When shares are
held by joint tenants, both should sign. When signing as attorney,
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 a
duly authorized person.
