<PAGE>
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
Filed by the Registrant [x]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement
[_] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S) 240.14a-11(c) of (S) 240.14a-12
ReliaStar Financial Corp.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
ReliaStar Financial Corp.
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
(5) Total fee paid:
- --------------------------------------------------------------------------------
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number;
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
- --------------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
- --------------------------------------------------------------------------------
(3) Filing Party:
- --------------------------------------------------------------------------------
(4) Date Filed:
- --------------------------------------------------------------------------------
<PAGE>
[LOGO OF RELIASTAR]
ReliaStar Financial Corp.
20 Washington Avenue South
Minneapolis, Minnesota 55401
Notice of Annual Meeting and Proxy Statement
Meeting Date: May 11, 2000
Dear Shareholder:
You are cordially invited to attend our 2000 Annual Meeting of Shareholders. We
will meet in ReliaStar's offices in Minneapolis on Thursday, May 11, 2000 at
10:00 a.m.
The attached Notice of Meeting and Proxy Statement describe the matters we will
be acting on at the meeting.
Our Annual Report to Shareholders reviews ReliaStar's activities and performance
during 1999.
Your vote is important. We encourage you to read this proxy statement and vote
your shares as soon as possible. A return envelope for your proxy card is
enclosed for convenience. Shareholders of record also have the option of voting
by telephone or by Internet. Instructions to vote either by telephone or by
Internet are included on the proxy card.
Sincerely,
/s/ John G. Turner
John G. Turner
Chairman and CEO
March 28, 2000
<PAGE>
TABLE OF CONTENTS
<TABLE>
<S> <C>
Notice of 2000 Annual Meeting of Shareholders.............................. 1
Proxy Statement............................................................ 2
Voting Procedures.................................................... 2
Proposals To Be Voted On............................................. 5
Board of Directors................................................... 6
Board Compensation.............................................. 8
Board and Committee Meetings.................................... 10
Performance Graph.................................................... 11
Beneficial Ownership................................................. 12
Executive Compensation............................................... 14
Report of the Compensation Committee............................ 14
Summary Compensation Table...................................... 18
Stock Option Grants in 1999..................................... 20
Option Exercises and Year-end Value............................. 21
Long-term Incentive Program Awards.............................. 21
Retirement Plans................................................ 22
Change in Control and Termination Arrangements.................. 24
Compliance with Section 16(a) Reporting.............................. 25
</TABLE>
<PAGE>
ReliaStar Financial Corp.
Notice of 2000 Annual Meeting of Shareholders
- --------------------------------------------------------------------------------
Date: Thursday, May 11, 2000
Time: 10:00 a.m.
Place: Auditorium
20 Washington Avenue South
Minneapolis, Minnesota 55401
- --------------------------------------------------------------------------------
At our Annual Meeting of Shareholders we will ask you
(1) to elect four directors for terms expiring in 2003 and elect one
director for a term expiring in 2001; and
(2) to ratify the appointment of Deloitte & Touche LLP as ReliaStar's
independent public accountants for 2000.
Your Board of Directors recommends that you vote FOR each proposal.
In addition, we will transact any other business properly brought before the
meeting or any adjournment of the meeting.
If you were a shareholder of record at the close of business on March 14, 2000,
you may vote at our Annual Meeting or any adjournment of the meeting.
Please promptly complete, date, sign and return the enclosed proxy card. A
return envelope for your proxy card is enclosed for convenience. Shareholders
of record also have the option of voting by telephone or by Internet.
Instructions are included on the proxy card. You may revoke your proxy at any
time before it is voted at the meeting.
On behalf of the Board of Directors,
/s/ Richard R. Crowl
Richard R. Crowl
Secretary
March 28, 2000
<PAGE>
Proxy Statement
The Board of Directors of ReliaStar Financial Corp. ("Company" or "ReliaStar")
is soliciting the enclosed proxy for the 2000 Annual Meeting of the Company.
The proxy statement, proxy card and ReliaStar's 1999 Annual Report to
Shareholders are being distributed on or about March 28, 2000. SHAREHOLDERS MAY
OBTAIN ADDITIONAL COPIES OF THE ANNUAL REPORT AND COPIES OF THE FORM 10K WITHOUT
CHARGE FROM THE CORPORATE SECRETARY, RELIASTAR FINANCIAL CORP., 20 WASHINGTON
AVENUE SOUTH, MINNEAPOLIS, MINNESOTA 55401.
VOTING PROCEDURES
QUESTIONS AND ANSWERS
===============================================================================
Q: Who can vote?
A: Shareholders as of the close of business on March 14, 2000
(the "Record Date") are entitled to vote at the Annual Meeting. Each share
of common stock is entitled to one vote.
===============================================================================
Q: What am I voting on?
A: You are voting on:
. Re-election of directors David C. Cox, Luella G. Goldberg and Randy C.
James for terms which expire in 2003; election of Richard M. Rompala
for a term that expires in 2003 and re-election of David A. Koch for a
term that expires in 2001.
. Ratification of the appointment of Deloitte & Touche LLP as
ReliaStar's independent public accountants for 2000.
===============================================================================
Q: How do I vote?
A: All shareowners may vote by mail. Shareholders of record may
vote in person at the Annual Meeting, by proxy card, by telephone or by
Internet. Beneficial owners will receive instructions from their bank,
broker or other nominee describing how to vote their shares. Such
shareowners can vote by telephone or by Internet if these options are
offered by the bank, broker or other nominee.
. Voting by Mail. Shareholders of record may sign, date and
---------------
mail their proxies in the postage-paid envelope provided. If you sign,
date and mail your proxy card without indicating how you want to vote,
your proxy will be voted FOR the two proposals.
. Voting by Telephone. Shareholders of record may vote by using the
--------------------
toll-free number and following the instructions listed on the proxy
card.
. Voting by Internet. Shareholders of record may vote by Internet as
-------------------
instructed on the proxy card.
. Revoking Your Proxy. Whether you vote by mail, by telephone, or by
--------------------
Internet, you may revoke your proxy any time before the Annual Meeting
by (1) notifying ReliaStar's Corporate Secretary in writing, (2)
voting in person at the Annual Meeting, (3) returning a later-dated
proxy, or (4) voting by telephone or by Internet at a later time.
2
<PAGE>
===============================================================================
Q: What is the difference between a shareholder of record and a beneficial
owner?
A: You are a shareholder of record if you hold your shares of ReliaStar common
stock directly in your own name. If you hold your shares of ReliaStar
common stock indirectly in the name of a bank, broker or other nominee, you
are considered the beneficial owner of shares held in "street name".
================================================================================
Q: How many votes do we need to hold the Annual Meeting?
A: As of the Record Date, 89,468,899 shares of ReliaStar's common stock were
outstanding. The holders of a majority of ReliaStar's outstanding shares
of common stock on the Record Date entitled to vote at the Annual Meeting
must be present in order to conduct business. This is called a quorum.
Shares are counted as present at the meeting if a shareholder entitled to
vote is present and votes in person at the meeting, has submitted a
properly signed proxy, or has properly voted by telephone or by Internet.
Abstentions count toward a quorum. However, abstentions are treated as
having voted against a matter in determining approval of any proposal.
Broker non-votes also count toward a quorum. A "broker non-vote" happens
when a nominee (such as a bank or a broker) that holds shares on behalf of
a beneficial owner has not received voting instructions from the beneficial
owner on a specific proposal and does not have discretionary voting
authority to vote on such proposal. Broker non-votes do not count as votes
for or against a proposal.
================================================================================
Q: Is my vote confidential?
A: Yes. Proxy cards, ballots and voting tabulations that identify individual
shareholders are confidential. Only the inspector of election and certain
employees who assist with processing proxy cards and counting the vote have
access to your proxy card. All comments directed to management (whether
written on the proxy card or elsewhere) will remain confidential unless you
ask that your name be disclosed.
================================================================================
Q: Who will count the vote?
A: Representatives of Norwest Bank Minnesota, N.A. will tabulate the votes
and act as the inspector of election.
================================================================================
Q: What shares are included in the proxy card?
A: The shares on your proxy card represent all your shares held of record,
including those in ReliaStar's dividend reinvestment plan.
================================================================================
Q: How are shares under the ReliaStar Success Sharing Plan and ESOP voted?
A: Separate voting cards are furnished to plan participants under the
ReliaStar Success Sharing Plan and ESOP. Proxies executed by plan
participants are voting instructions to Northern Trust Company, the Trustee
for this plan, for shares allocated to a participant's account. The
Trustee must vote all shares in this plan. If a participant does not
instruct the Trustee how to vote, the Trustee must vote these shares and
unallocated shares in the same proportion for which instructions are
received.
3
<PAGE>
================================================================================
Q: What does it mean if I get more than one proxy card?
A: It means that your shares are registered differently and are in more than
one account. Sign and return all proxy cards, vote each proxy card by
telephone or by Internet to make sure that all your shares are voted. To
provide better shareholder services, we encourage you to have all accounts
registered in the same name and address. You may do this by contacting our
transfer agent, Norwest Bank Minnesota, N.A. at 888-648-8155.
================================================================================
Q: How will proxies be solicited and how much will this proxy solicitation
cost?
A: ReliaStar will solicit proxies mainly by mail. In addition, we may
solicit proxies by telephone or by special letter. We will pay all costs
of solicitation. Georgeson Shareholder Communication, Inc. was hired by
the Company to assist in the distribution of proxy materials and
solicitation of votes for $7,000 plus out-of-pocket expenses. We will
reimburse brokerage houses and other custodians, nominees and fiduciaries
for their reasonable out-of-pocket expenses for forwarding proxy and
solicitation material to the owners of ReliaStar common stock.
================================================================================
Q: When are shareholder proposals due for the 2001 Annual Meeting of
shareholders?
A: If you want to have a shareholder proposal considered for inclusion in next
year's proxy statement, you must submit the proposal in writing by November
27, 2000, to Richard R. Crowl, Corporate Secretary, ReliaStar Financial
Corp., 20 Washington Avenue South, Minneapolis, MN 55401. You must include
a brief description of the proposal, your name and address, the number of
shares of ReliaStar common stock you own and any interest you have in the
proposal.
If instead you want to present a shareholder proposal from the floor at
the 2001 annual meeting, you must submit your proposal in writing to the
Corporate Secretary not less than 60 days before the 2001 annual meeting.
If you fail to notify the Company of your shareholder proposal at least 60
days prior to the 2001 annual meeting date, the proposal will be considered
untimely.
================================================================================
Q: How does a shareholder nominate someone to be a director of ReliaStar?
A: Any shareholder may recommend any person as a nominee for director of
ReliaStar by writing to Richard R. Crowl, Corporate Secretary, ReliaStar
Financial Corp., 20 Washington Avenue South, Minneapolis, MN 55401.
Recommendations must be received in writing by December 31 before the
Annual Meeting. You must include information that will allow the Board
Affairs Committee of the Board of Directors to evaluate the qualifications
of your recommendation.
4
<PAGE>
PROPOSALS TO BE VOTED ON
The shares represented by your proxy will be voted FOR each proposal unless you
indicate to the contrary.
1. Election of Directors
Nominees for election are David C. Cox, Luella G. Goldberg, Randy C. James and
Richard M. Rompala for three-year terms expiring in 2003 and David A. Koch for a
one-year term expiring in 2001. (See page 6 for more information.) Each
nominee has consented to serve. All nominees, except Mr. Rompala, are currently
serving on the Board. If a nominee is not a candidate at the Annual Meeting,
the proxies plan to vote in favor of the remaining nominees and such other
person as the proxies may determine.
Directors are elected by a plurality of the shares voted. This means that the
five nominees receiving the greatest number of votes will be elected. If you do
not want to vote for a particular nominee, you may indicate this on the proxy
card or during your telephone or Internet vote. Votes withheld for a nominee
will not count toward a nominee's plurality. Your Board recommends a vote FOR
these directors.
2. Ratification of the Appointment of Deloitte & Touche LLP as Independent
Public Accountants for 2000
Deloitte & Touche LLP has served as our independent public accountants since
1987. We expect representatives of Deloitte & Touche to attend the Annual
Meeting. Deloitte & Touche will have a chance to answer appropriate questions
and make a statement if they wish.
We need the affirmative vote of a majority of shares present in person or by
proxy and entitled to vote at the Annual Meeting in order to ratify Deloitte &
Touche as our independent public accountants for 2000. Abstentions will have
the same effect as votes against. The Board recommends a vote FOR Deloitte &
Touche LLP as our independent public accountants for 2000.
3. Other Business
The Board knows of no other business for consideration at the meeting. Your
signed proxy or proper telephone or Internet vote gives authority to ReliaStar
officers John G. Turner, Chairman and Chief Executive Officer, Robert C.
Salipante, President and Chief Operating Officer and Richard R. Crowl, Senior
Vice President, General Counsel and Secretary, to vote at their discretion on
other matters properly presented at the meeting, or at any adjournment or
postponement of the meeting.
5
<PAGE>
BOARD OF DIRECTORS
The Company's Certificate of Incorporation provides that the Board of Directors
shall consist of not less than six nor more than eighteen persons. The Board is
divided into three classes. Directors of one class are elected each year for a
set term of up to three years. Each class consists of two to six directors.
The Board has set the class for terms expiring in 2003 at four and the class for
terms expiring in 2001 at five directors. The Board's nominees are as follows:
Nominees for Election for Terms Expiring in 2003
David C. Cox. Director since 1988. Mr. Cox was the President and Chief
Executive Officer, Cowles Media Company (communications and publishing) from
1985 to 1998. Mr. Cox is a director of National Computer Systems, Inc. and
Tennant Company. Age 62.
Luella G. Goldberg. Director since 1976. Ms. Goldberg was the Chair, Board of
Trustees, University of Minnesota Foundation from 1996 to 1998 and has been a
Trustee since 1976. Ms. Goldberg has been Trustee Emerita of the Board of
Trustees of Wellesley College since 1996, Trustee from 1978 to 1996, Acting
President of the College during 1993 and Chair of the Board of Trustees from
1985 to 1993. Ms. Goldberg has been Life Director, Minnesota Orchestral
Association since 1997 and was Chair of the Board from 1980 to 1983. Ms.
Goldberg is a director of TCF Financial Corporation, Hormel Foods Corporation
and Communications Systems, Inc. Age 63.
Randy C. James. Director since 1994. Mr. James has been a management
consultant since 1993. He was Group Executive Vice President, Bank of America
(banking and financial services) from 1992 to 1993 and Chairman and Chief
Executive Officer, Bank of America, Oregon (banking and financial services) from
1991 to 1992. Mr. James is a director of Charter Bank (founder) and P.P.F.
Financial, Inc. Age 52.
Richard M. Rompala. Nominee for director. Mr. Rompala has been Chairman,
President and Chief Executive Officer of The Valspar Corporation (manufacturer
of paints and coatings) since 1998; President and Chief Executive Officer from
1995 to 1998 and President from 1994 to 1995. Mr. Rompala is a director of The
Valspar Corporation and Olin Corporation. Age 53.
Nominee for Election for a Term Expiring in 2001
David A. Koch. Director since 1981. Mr. Koch has been Chairman, Graco Inc.
(manufacturer of fluid handling equipment) since 1996 and Chairman and Chief
Executive Officer from 1985 to 1995. Mr. Koch is a director of Graco Inc. and
SurModics, Inc. Age 69.
Directors Whose Current Terms Expire in 2002
Carolyn H. Baldwin. Director since 1993. Ms. Baldwin has been Vice President
of The Coca-Cola Company (manufacturer, distributor and marketer of non-
alcoholic beverages) and President of Coca-Cola Financial Corporation (provides
loans and leases to bottlers) since 1997. She was Vice President and Chief of
Internal Audits Worldwide of The Coca-Cola Company from 1993 to 1997. Age 51.
6
<PAGE>
Richard U. De Schutter. Director since 1999. Mr. De Schutter has been Vice
Chairman of Monsanto Company (manufacturer of pharmaceutical, nutritional and
agricultural products) since 1997. He was Chairman and Chief Executive Officer
of G. D. Searle & Co. (pharmaceutical research and manufacturer) from 1995 to
1999 and was President from 1991 to 1999. He is a director of Monsanto Company,
General Binding Corporation, Evanston Northwestern Healthcare, Pharmaceutical
Research and Manufacturers of America, and U.S.-Japan Business Council Inc., and
a trustee of Northwestern University. Age 59.
James J. Howard. Director since 1993. Mr. Howard has been Chairman of the
Board, President and Chief Executive Officer of Northern States Power Company
(electric and gas utility company) since 1994 and Chairman and Chief Executive
Officer from 1988 to 1994. He is a director of Northern States Power Company,
Ecolab, Inc., Chairman of the Board of Federal Reserve Bank of Minneapolis,
Honeywell International, Inc. and Walgreen Company. Age 64.
Directors Whose Current Terms Expire in 2001
William A. Hodder. Director since 1979. Mr. Hodder was the Chairman and Chief
Executive Officer, Donaldson Company, Inc. (manufacturer of filters and noise
abatement equipment) from 1994 to 1996 and Chairman, President and Chief
Executive Officer from 1985 to 1994. Mr. Hodder is a director of Musicland
Stores Corporation, Supervalu Inc. and Wells Fargo & Co. Age 68.
Richard L. Knowlton. Director since 1988. Mr. Knowlton has been Chairman of
the Board of The Hormel Foundation (charitable foundation that controls 44.89%
of Hormel Foods Corporation) since 1995. He was Chairman of the Board, Hormel
Foods Corporation from 1993 to 1995, Chairman and Chief Executive Officer from
1992 to 1993 and Chairman, President and Chief Executive Officer from 1979 to
1992. Mr. Knowlton is a director of Mayo Foundation, Perth Corp. and Supervalu
Inc. Age 67.
Robert C. Salipante. Director since 1999. Mr. Salipante has been President and
Chief Operating Officer of the Company and ReliaStar Life Insurance Company
since 1999; Senior Vice President from 1994 to 1999; Senior Vice President and
Chief Financial Officer from 1992 to 1994; Chairman of subsidiary Security-
Connecticut Life Insurance Company since 2000; Vice Chairman of ReliaStar Life
Insurance Company of New York since 1999 and President and Chief Executive
Officer from 1998 to 1999; Executive Vice President of Ameritrust Corporation
from 1988 to 1992. Mr. Salipante is a director of subsidiaries of the Company,
Deluxe Corporation and Minnesota Diversified Industries. Age 43.
John G. Turner. Director since 1983. Mr. Turner has been Chairman and Chief
Executive Officer of the Company and ReliaStar Life Insurance Company since
1993. Mr. Turner was Chairman, President and Chief Executive Officer in 1993,
President and Chief Executive Officer from 1991 to 1993, President and Chief
Operating Officer from 1986 to 1991 and President from 1983 to 1986. Mr. Turner
is a director of subsidiaries of the Company and ShopKo Stores, Inc. Age 60.
7
<PAGE>
BOARD COMPENSATION
Outside directors are compensated as follows:
. Annual Retainer $50,000
. Committee Chair Retainer $ 5,000
. Annual Grant of Stock Options $50,000 in value
We do not pay directors who are also officers of the Company additional
compensation for their service as directors. The Board revised the compensation
structure for directors effective May 13, 1999. The directors' Retirement Plan
was eliminated and equity-based pay has been increased. No meeting fees are
paid under the new compensation arrangements. The following is an outline of
the new compensation structure.
Annual Retainer
- ---------------
The annual retainer is paid annually to each director according to the
director's prior selection to:
. Receive all or part of the retainer in cash,
. Defer all or part of the retainer in an interest bearing account,
. Receive all or part of the retainer in ReliaStar common stock,
. Defer all or part of the retainer in deferred share units; or
. Receive all or part of the retainer in ten-year nonqualified stock
options valued under the Black-Scholes method, that vest in one year.
Stock Options
- -------------
In addition to the annual retainer, each director receives an annual grant of
options to purchase ReliaStar common stock at fair market value on the date of
grant. The annual grant to each director is equal in value to $50,000, as
determined by an independent consultant based on the Black-Scholes method of
valuation. Each option granted is subject to the following:
. Each option granted has an exercise price based on the closing
price of ReliaStar's common stock on the date the option is granted.
. Each option granted is a nonqualified stock option.
. Each option granted is for a term of ten years.
In 1999, each director received an annual grant of an option to purchase 3,354
shares of ReliaStar common stock at an exercise price of $41.00 per share.
Stock options vest one year from the date of grant. Fifty percent of the stock
options granted in one year are subject to forfeiture before vesting if a
director fails to attend 75% of the Company's Board and Committee meetings for
that Board year.
8
<PAGE>
Directors' Plans
The ReliaStar Stock Ownership Plan for Nonemployee Directors sets forth the
terms and conditions for stock-based compensation, including deferred share
units. The Deferred Compensation Plan for Nonemployee Directors sets forth the
terms and conditions for deferred cash elections. Deferred share units are
credited to a deferred share account. The deferred share account is an
unsecured bookkeeping account. The Company has designated a rabbi trust as a
funding vehicle for the deferred share accounts. The trust is funded with
ReliaStar common stock held by the trustee in its name, on a commingled basis.
All assets of the trust are subject to the claims of the general creditors of
the Company. The common shares held in the trust are voted by the trustee in
its discretion. However, each director with units credited to a deferred share
account may instruct the trustee how to vote the director's proportionate
interest. Deferred share units are payable in ReliaStar common stock when a
director leaves the Board.
Other Compensation
ReliaStar terminated its Retirement Plan for Nonemployee Directors as of May 13,
1999. The Retirement Plan provided directors who served on the Board for at
least five years an annual benefit equal to the annual retainer in effect on the
director's last day of service on the Board. Benefits were paid for the lesser
of a director's number of years of service or 15 years. The payment of
retirement benefits will continue for directors who retired prior to May 13,
1999. The present value of vested benefits under this plan for directors who
were serving on the Board as of the adjournment of the 1999 Annual Meeting was
credited to a deferred cash account or a deferred share account at the
director's election.
Mr. James has a consulting agreement, effective January 1, 1999, with Northern
Life Insurance Company, for his services as Chairman of the Northern Life
Advisory Board. This Board is an advisory board of Northern Life Insurance
Company, a subsidiary of the Company. Mr. James received a $6,500 retainer and
$3,000 in meeting fees in 1999 ($1,000 per meeting) under this agreement. In
addition, Mr. James has a consulting agreement with the Company under which Mr.
James is paid $200 per hour on an as-needed basis with regard to the Company's
subsidiary, ReliaStar Bank. Mr. James received no fees under this consulting
agreement in 1999. Following his retirement on June 30, 1999 as President and
COO of the Company, Mr. Flittie received $2,600 in consulting fees.
9
<PAGE>
BOARD AND COMMITTEE MEETINGS
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------
MEMBERSHIP ROSTER
- --------------------------------------------------------------------------------------------------------------------------
Personnel and
Compensation
Name Board Audit Board Affairs Executive Finance Policy
<S> <C> <C> <C> <C> <C> <C>
- --------------------------------------------------------------------------------------------------------------------------
Carolyn H. Baldwin X X X
- --------------------------------------------------------------------------------------------------------------------------
David C. Cox X X X
- --------------------------------------------------------------------------------------------------------------------------
Richard U. De Schutter X X
- --------------------------------------------------------------------------------------------------------------------------
John H. Flittie* X X X X
- --------------------------------------------------------------------------------------------------------------------------
Luella G. Goldberg X X X X X
- --------------------------------------------------------------------------------------------------------------------------
William A. Hodder X X X X X
- --------------------------------------------------------------------------------------------------------------------------
James J. Howard X X X
- --------------------------------------------------------------------------------------------------------------------------
Randy C. James X X X
- --------------------------------------------------------------------------------------------------------------------------
Richard L. Knowlton X X X X
- --------------------------------------------------------------------------------------------------------------------------
David A. Koch X X X
- --------------------------------------------------------------------------------------------------------------------------
James J. Renier* X X X X
- --------------------------------------------------------------------------------------------------------------------------
Robert C. Salipante X X X
- --------------------------------------------------------------------------------------------------------------------------
John G. Turner X X X
- --------------------------------------------------------------------------------------------------------------------------
Number of Meetings Held in 1999 9 3 3 0 4 3
- --------------------------------------------------------------------------------------------------------------------------
</TABLE>
* Directors not standing for reelection.
The Company's Board of Directors has the following standing committees:
Audit Committee: The Audit Committee reviews annual and quarterly financial
statements of the Company prior to release to the public; examines and reviews
the internal and external audits of our accounts and advises in the selection of
our independent auditor. All members are nonemployee directors.
Board Affairs Committee: The Board Affairs Committee considers and recommends
nominees for election as directors; reviews and evaluates the effectiveness,
procedures and practices of the Board and its members; advises the Board
regarding committee structure and director compensation; and approves guidelines
for our charitable contributions program.
Executive Committee: The Executive Committee has power to act on behalf of the
Board whenever the Board is not in session.
Finance Committee: The Finance Committee considers investment policy,
shareholder dividends and matters of corporate finance, including acquisitions,
capitalization and financing policies.
Personnel and Compensation Policy Committee: The Personnel and Compensation
Policy Committee reviews ReliaStar's executive compensation and employee benefit
plans and programs, including their establishment, modification and
administration. This Committee assists the Board in the evaluation of the Chief
Executive Officer's performance, makes recommendations for the Chief Executive
Officer's compensation, evaluates succession plans and provides oversight of
equal employment opportunity programs. All members are nonemployee directors.
The Board held eight regular meetings and one special meeting during 1999. Each
director attended at least 75% of the combined total number of meetings of the
Board and committees of the Board on which he or she served during 1999.
10
<PAGE>
PERFORMANCE GRAPH
Dollars
[Performance Graph Appears Here]
- -----------------------------------------------------------------------------
ReliaStar 100.00 157.13 209.37 304.16 346.02 299.71
S&P Life 100.00 143.60 175.45 219.40 231.62 199.18
Ins.
Index
S&P 500 100.00 137.58 169.17 225.60 290.08 351.12
Index
- -----------------------------------------------------------------------------
Assumes $100 invested on December 31, 1994 in ReliaStar Financial Corp. common
stock, the S&P Life Insurance Index and the S&P 500 Index. Total return assumes
reinvestment of dividends.
11
<PAGE>
BENEFICIAL OWNERSHIP
This table shows how much ReliaStar common stock is owned by the directors,
nominees and certain executive officers as of February 29, 2000 and owners of
more than 5% of ReliaStar's outstanding shares. Holdings have been rounded to
the nearest whole share.
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------------
Amount and Nature of Beneficial
Ownership
-------------------------------------------------------------------------------------------
Percent
Number Right to Of
of Shares Acquire Outstanding
Beneficially Within Shares as of
Name Owned 60 Days Total March 14, 2000
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Massachusetts Financial
Services Company 4,755,991 (1) 4,755,991 5.32%
500 Boylston Street
Boston, MA 02116
- ---------------------------------------------------------------------------------------------------------------------------
ReliaStar Success
Sharing Plan and ESOP 5,449,561 (2) 5,449,561 6.09%
C/o Northern Trust Company
50 South LaSalle Street
Chicago, IL 60675
- ---------------------------------------------------------------------------------------------------------------------------
Carolyn H. Baldwin 4,535 (3) 9,833 14,368 *
- ---------------------------------------------------------------------------------------------------------------------------
David C. Cox 18,813 (3) 9,833 28,646 *
- ---------------------------------------------------------------------------------------------------------------------------
Richard U. De Schutter 1,000 0 1,000 *
- ---------------------------------------------------------------------------------------------------------------------------
John H. Flittie 154,188 (4)(5) 328,849 483,037 *
- ---------------------------------------------------------------------------------------------------------------------------
Luella Gross Goldberg 73,207 (3)(4) 7,833 81,040 *
- ---------------------------------------------------------------------------------------------------------------------------
William A. Hodder 53,943 (3) 9,834 63,777 *
- ---------------------------------------------------------------------------------------------------------------------------
James J. Howard 12,667 (3) 9,833 22,500 *
- ---------------------------------------------------------------------------------------------------------------------------
Randy C. James 10,927 (3) 9,833 20,760 *
- ---------------------------------------------------------------------------------------------------------------------------
Richard L. Knowlton 32,288 (3) 9,833 42,121 *
- ---------------------------------------------------------------------------------------------------------------------------
David A. Koch 26,608 (3)(4) 9,833 36,441 *
- ---------------------------------------------------------------------------------------------------------------------------
Richard M. Rompala 0 0 0
- ---------------------------------------------------------------------------------------------------------------------------
James J. Renier 18,625 (3) 9,833 28,458 *
- ---------------------------------------------------------------------------------------------------------------------------
Robert C. Salipante 81,763 (5) 108,894 190,657 *
- ---------------------------------------------------------------------------------------------------------------------------
John G. Turner 255,982 (4)(5) 547,422 803,404 *
- ---------------------------------------------------------------------------------------------------------------------------
Wayne R. Huneke 77,366 (4)(5) 76,435 153,801 *
- ---------------------------------------------------------------------------------------------------------------------------
Michael J. Dubes 94,504 (4)(5) 148,217 242,721 *
- ---------------------------------------------------------------------------------------------------------------------------
Kenneth U. Kuk 61,627 (5) 86,832 148,459 *
- ---------------------------------------------------------------------------------------------------------------------------
Directors, Nominees and
Executive Officers as a group 1,099,395 (5) 1,573,710 2,673,105 2.99%
(20 persons)
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>
*Less than 1%
12
<PAGE>
(1) This information is as of December 31, 1999 in accordance with Schedule 13G
filed by Massachusetts Financial Services Company ("MFS"). Of the reported
shares, MFS has sole voting power as to 4,515,661, shared voting power as
to 0, sole dispositive power as to 4,755,991 and shared dispositive power
as to 0.
(2) These shares are held in trust for the benefit of participants in the
Company's Success Sharing Plan and ESOP. As of January 31, 2000, there were
5,449,561 shares of ReliaStar common stock in the Company's Success Sharing
Plan and ESOP. Of these shares, 2,173,154 shares were allocated to
participants and 3,276,407 were unallocated. See the Question and Answer on
page 3 for a discussion of voting rights regarding the Company's Success
Sharing Plan and ESOP.
(3) Includes shares of ReliaStar common stock that each of the following
directors has a right to receive upon termination as a director and which
are beneficially owned by each such director through a rabbi trust
established by the Company: Ms. Baldwin, 4,163 shares; Mr. Cox, 7,839
shares; Mrs. Goldberg, 42,150 shares; Mr. Hodder, 25,482 shares; Mr.
Howard, 9,236 shares; Mr. James, 8,729 shares; Mr. Knowlton, 9,142 shares;
Mr. Koch, 10,750 shares; Dr. Renier, 4,764 shares. See the discussion on
page 9 regarding the voting rights of these directors in the common stock
held by the rabbi trust.
(4) Includes shares of ReliaStar common stock held by family members as
follows: Mr. Flittie, 24,250 shares; Mrs. Goldberg, 884 shares; Mr. Koch,
7,000 shares; Mr. Turner, 20,456 shares; Mr. Huneke, 1,000 shares, Mr.
Dubes, 17,978 shares. Mr. Turner disclaims beneficial ownership of these
shares held by family members.
(5) Includes shares of ReliaStar common stock held by the Trustee of the
Company's Success Sharing Plan and ESOP on behalf of the named individuals
as follows: Mr. Flittie, 180 shares; Mr. Salipante, 2,525 shares;
Mr. Turner, 21,127 shares; Mr. Huneke, 5,242 shares; Mr. Dubes, 9,517
shares; Mr. Kuk, 6,488 shares; directors and executive officers as a
group, 59,120 shares.
13
<PAGE>
EXECUTIVE COMPENSATION
REPORT OF THE COMPENSATION COMMITTEE
The Personnel and Compensation Policy Committee of the Board develops our
executive compensation policies. The Committee
. advises the Board on overall compensation matters,
. advises the Board on CEO compensation,
. sets the compensation for the executives named in the Summary
Compensation Table, and
. administers our executive compensation and stock incentive plans.
All members of the Committee are nonemployee directors.
Compensation Philosophy
The Committee's compensation philosophy
. relates executive compensation to the Company's performance compared to
the Company's strategic plan and to peer companies,
. rewards long-term performance, and
. links management's interests to shareholders' interests by encouraging
stock ownership.
The 1999 compensation program is similar to prior years. The Committee sets
total salary and incentive pay at market levels based on Company performance.
. If the Company performs at the threshold level, total pay is well below
the market median.
. If the Company performs at the par level, total pay is at the market
median.
. If the Company performs at the superior level, total pay is well above
the market median.
The Committee hires an independent consultant to help it define market
compensation levels. Market levels for each part of total pay are determined for
the Company's peer companies and other companies in our businesses. Data is
found in proxy statements and pay surveys. There are currently 19 peer companies
in the peer group, including the Company and six of the seven companies in the
S&P Life Insurance Index. The list of peer companies changes in the event of
mergers, acquisitions, or if new competitors emerge.
Pay Components
The Committee sets pay levels based on the philosophy described above. In 1999,
the Committee set target pay levels for the CEO and other executives for each of
the following components:
. base salary,
. annual bonus,
. long-term incentive compensation, and
. stock-based compensation.
Base Salary
The Committee sets the base salary for the CEO in July. The Committee sets the
base salaries for all other executives in February.
14
<PAGE>
The Committee reviewed the CEO's salary based upon (1) the market compensation
target set by the Committee, and (2) the Board's evaluation of Mr. Turner's
performance based on preset goals. These preset goals included Company
performance, leadership, strategy, financial results, talent management, board
relations and external relations. The Committee did not assign specific weights
to these goals. The Committee recommended a $60,000 increase to the CEO's salary
in 1999.
The Committee determines executive salaries based on (1) the evaluation by the
CEO or the COO of each executive's performance during the past fiscal year and
(2) the executive's salary as compared to the target salary.
The Company has a uniform process for rating executive performance. The CEO or
the COO rates each executive based on the performance of specific goals such as
sales, earnings, investment performance and expense management. The Committee
approved salary increases for 1999 for the other named executive officers in
February 1999. The Committee approved additional increases in July 1999 to
reflect promotions.
Annual Bonus
The Company has an Annual Bonus Plan which meets the requirements of Section
162(m) of the Internal Revenue Code. This plan, as amended, was reapproved by
the shareholders at the 1999 Annual Meeting. The plan assures that bonuses paid
to executives are tax deductible to the Company. Under the plan in effect for
1999, if the Company attains a return on equity-operating income basis for the
year of at least 10.7%, the Company may pay bonuses to the seven executives
covered by the plan in 1999. Total bonuses to these executives may not exceed 1
1/2% of pre-tax earnings from continuing operations before (1) income taxes, (2)
the net earnings impact of realized investment gains or losses, (3)
extraordinary items and (4) the effect of accounting changes. Using these rules,
the maximum pool for bonuses in 1999 was $5,730,000. The plan limits payments to
the CEO to 20% of the pool, to the COO to 17% of the pool and to each of the
other five executives covered by the Plan in 1999 to 10.5% of the pool. The
Committee may pay bonuses up to the pool limits and the CEO and COO limits. The
Committee paid less than these limits in each instance.
The Committee paid bonuses based on the Enterprise Performance Factor (the
"EPF") and goals set for the executives. The EPF is a factor based upon ROE,
earnings per share adjusted for certain items as determined by the Committee and
capital gains. The Committee sets EPF goals. No bonuses based on EPF may be paid
unless the current year's earnings per share exceed the prior year's level by an
amount preset by the Committee. The targets based upon EPF and other set goals
for executives are the following:
CEO 100% EPF
COO 80% EPF; 20% set goals
Other Executives 40% EPF; 60% set goals
The Company's performance for 1999 on the EPF was below par. Awards for the EPF
component were paid at a level below par.
The set goals for the COO and other executives include business or service unit
results, investment results, and expense management. The Committee set bonus
targets as a percent of salary, based upon meeting the EPF and other set goals.
The targets are based on defined threshold, par and maximum levels for EPF and
other set goals.
15
<PAGE>
The bonus as a percentage of salary for each level is set out below:
Executive Threshold Par Maximum
--------- ---------- --- --------
CEO 37.5% 75% 112.5%
COO 30% 60% 90%
Other Executives 25-27.5% 50-55% 75-82.5%
Long-term Incentive Compensation
The Company has a long-term incentive compensation plan. This plan pays bonuses
based upon the Company's total shareholder return ("TSR") compared to the same
peer companies used to evaluate the Company's financial performance and other
compensation. This plan provides incentives to create shareholder value and to
foster long-term performance of the Company.
This plan compares the Company's TSR to that of the peer companies over a three-
year period. Each quarter, the Company's TSR is ranked against the peer
companies. Payouts are based upon the Company's percentile ranking within the
peer group. The percentile objectives are the following:
Threshold 40th Percentile
Par 60th Percentile
Maximum 80th Percentile
This plan has overlapping three-year cycles and one cycle ends each year. Award
opportunities as a percentage of base annualized salary for the 1997-1999 cycle
are as follows:
Executive Threshold Par Maximum
--------- --------- --- --------
CEO 16.25% 65% 130%
COO 15% 60% 120%
Others Executives 12.5-13.75% 50-55% 100-110%
The Company's performance compared to the peer group for the cycle which ended
December 31, 1999 produced payouts slightly above threshold. This reflects the
Company's rank among the peer companies. The Company's external auditors review
the calculations for this plan following certain agreed-upon procedures.
The Committee reduced the incentive opportunities under the long-term plan by
50% beginning with the 1999-2001 cycle. The Committee intends that the reduced
value will be made up through additional stock option grants. There is no change
in total targeted compensation.
Stock-based Compensation
The Board and the Committee believe stock ownership by management aligns the
interests of management with Company shareholders to help build shareholder
value. In 1992 the Committee set stock ownership targets for management. These
targets are based upon a multiple of base salary and are expected to be achieved
in seven years. The Committee adopted the ReliaStar 1993 Stock Incentive Plan
("Stock Plan") to help executives meet these targets. The Stock Plan allows the
Committee to make grants of stock options, restricted shares and replacement
stock options. The Stock Plan also authorizes the Deposit Share Plan.
16
<PAGE>
Stock Option Grants
In 1999 the Committee awarded 471,815 stock options to the named executives,
including an annual award of 250,000 options to the CEO. The Committee awards
options based on an executive's base salary. The Committee determines the amount
of options based on target total compensation levels for the executives. Extra
stock option grants may be awarded to executives based upon exceptional
performance. The Committee does not specifically consider the number of options
already held by the executive in determining the size of the annual stock option
grants. The exercise price for all options was the fair market value at the date
of grant. One-third of the options vests on each of the first three
anniversaries of the grant. Stock options granted in 1999 were nonqualified.
Replacement Stock Options
The stock option grants in 1999 included a replacement feature to encourage
executives to exercise options early in the option term. When these options are
exercised, replacement options are granted. The number of replacement stock
options granted equals the number of shares required to pay the exercise price
and withholding taxes. The exercise price of the replacement stock options is
the fair market value of the Company's common stock on the date of the
replacement grant. Replacement stock options vest in six months and have a term
equal to the remaining term of the exercised options.
Deposit Share Plan
The Company also has a plan which encourages executives to take some of their
Annual Plan bonuses in Company stock. Each year the Committee determines what
portion of an executive's bonus may be elected in Company stock (deposit
shares). The Committee also may award additional restricted shares to match a
portion of the deposit shares. For 1999, the Committee allowed an executive to
take up to one-fourth of his or her annual bonus in Company stock (deposit
shares), and matched one-half of that amount with a restricted stock grant.
Fifty percent of the restricted stock vests three years after the date of the
grant and fifty percent vests five years after the date of grant. The deposit
shares are deposited with the Company during the vesting period. If the
executive withdraws the deposit shares before the matching shares vest, the
matching shares are forfeited. Also, matching shares are forfeited if the
executive is not employed by ReliaStar on the vesting date except in the case of
retirement or disability. The matching restricted shares may not be traded, but
executives may vote the shares and receive dividends.
Tax Deductibility of Executive Compensation
The Committee has acted to preserve the Company's tax deduction under Section
162(m) of the Internal Revenue Code for the compensation it pays to its
executives. The Committee generally intends to act to preserve the Company's
ability to deduct executive compensation without compromising the ability to
motivate and reward the excellent performance of its executives.
The Members of the Committee:
WILLIAM A. HODDER (CHAIR)
DAVID C. COX
LUELLA G. GOLDBERG
JAMES J. HOWARD
RANDY C. JAMES
JAMES J. RENIER
17
<PAGE>
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Long-term Compensation
--------------------------------------
Annual Compensation Awards Payouts
---------------------------------------------------------------------------------
Restricted Securities
Stock Underlying LTIP All Other
Name and Principal Position Year Salary Bonus Awards Options Payouts Compensation
($)(1) ($)(2) ($)(3) (#)(4) ($)(5) ($)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
John G. Turner, Chairman 1999 728,154 530,835 57,396 294,641 176,426 161,941 (6)
and Chief Executive Officer 1998 700,000 465,553 54,404 359,141 606,665 133,809 (7)
1997 673,077 441,249 61,219 150,000 910,000 87,069 (8)
- ------------------------------------------------------------------------------------------------------------------------------------
Robert C. Salipante, 1999 367,154 220,689 21,052 69,886 85,713 49,190 (6)
President and Chief 1998 318,154 171,888 15,842 23,935 215,333 26,414 (7)
Officer 1997 299,615 130,186 22,262 25,028 305,000 23,894 (8)
- ------------------------------------------------------------------------------------------------------------------------------------
Wayne R. Huneke, 1999 346,596 186,689 15,576 54,381 73,660 40,334 (6)
Senior Executive Vice 1998 304,615 128,549 18,859 36,728 206,666 19,795 (7)
President 1997 272,500 153,660 19,049 22,433 290,000 18,130 (8)
- ------------------------------------------------------------------------------------------------------------------------------------
Michael J. Dubes, 1999 345,039 163,574 14,846 27,944 63,392 38,485 (6)
Senior Vice President 1998 322,423 122,925 17,084 19,117 217,999 30,019 (7)
1997 305,962 140,665 16,811 22,970 310,000 29,086 (8)
- ------------------------------------------------------------------------------------------------------------------------------------
Kenneth U. Kuk, 1999 310,481 175,875 17,280 24,963 57,678 72,307 (6)
Executive Vice President 1998 283,000 141,482 20,546 26,507 193,333 58,953 (7)
1997 261,308 166,704 18,360 16,921 264,000 34,041 (8)
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Includes base salary paid, amounts deferred under salary reduction
agreements and amounts applied to purchase certain fringe benefits under
the Company's cafeteria plan.
(2) Amounts shown for each year include the annual incentive bonuses paid in
cash and in common stock. Bonus amounts shown in cash that are paid in
ReliaStar common stock are converted to shares by dividing the dollar
amount by the fair market value of the common stock on the bonus
determination date. Amounts shown for each year also include cash awards,
paid in the following year, pursuant to the Company's broad-based Success
Sharing Plan and ESOP covering all eligible employees of the Company and
its subsidiaries.
(3) Amounts shown for each year are based on the closing price of the ReliaStar
common stock on the date of grant. The total number of restricted shares
held, and their value based on the closing price on December 31, 1999, by
each of the named executives is as follows: Mr. Turner, 50,577 shares
($1,981,986); Mr. Salipante, 25,026 shares ($980,706); Mr. Huneke, 14,515
shares ($568,807); Mr. Dubes, 23,485 shares ($920,318); Mr. Kuk, 10,901
shares ($427,183). Dividends are paid on these restricted shares at the
same rate as those paid on the Company's common stock.
(4) The Company has not issued any free-standing stock appreciation rights.
(5) Payout amounts shown for each year are for performance cycles ending in
that year. Such amounts are determined and paid in cash in the first
quarter of the following year.
18
<PAGE>
(6) Includes (a) combined contributions, including matching contributions, to
the Company's tax-qualified Success Sharing Plan and ESOP and a
nonqualified supplemental plan for the 1999 plan year as follows: Mr.
Turner, $75,367; Mr. Salipante, $38,661; Mr. Huneke, $36,497; Mr. Dubes,
$25,230; Mr. Kuk, $32,694; (b) 1999 premiums paid for term life insurance
coverage and the actuarially projected current dollar value of the benefit
to the executive of the remainder of premiums and the imputed income on the
term portion of split dollar life insurance coverage paid by the Company on
behalf of the named executives as follows: Mr. Turner, $8,459; Mr.
Salipante, $5,517; Mr. Huneke, $3,838; Mr. Dubes, $5,047; Mr. Kuk, $2,661;
(c) interest accrued during 1999 on long-term incentive program payout
amounts deferred at the executive's election as follows: Mr. Turner,
$75,470; Mr. Salipante, $5,011; Mr. Dubes, $8,208; Mr. Kuk, $35,869; (d)
above-market earnings accrued on annual incentive program deferred accounts
as follows: Mr. Turner, $2,645; Mr. Kuk, $1,084.
(7) Includes (a) combined contributions to the Company's tax-qualified Success
Sharing Plan and ESOP and a nonqualified supplemental plan for the 1998
plan year as follows: Mr. Turner, $35,070; Mr. Salipante, $15,939; Mr.
Huneke, $15,261; Mr. Dubes, $16,153; Mr. Kuk, $14,178; (b) 1998 premiums
paid for term life insurance coverage and the actuarially projected current
dollar value of the benefit to the executive of the remainder of premiums
and the imputed income on the term portion of split dollar life insurance
coverage paid by the Company on behalf of the named executives as follows:
Mr. Turner, $9,181; Mr. Salipante, $5,781; Mr. Huneke, $4,534; Mr. Dubes,
$6,178; Mr. Kuk, $3,340; (c) interest accrued during 1998 on long-term
incentive program payout amounts deferred at the executive's election as
follows: Mr. Turner, $89,558; Mr. Salipante, $4,694; Mr. Dubes, $7,689; Mr.
Kuk, $41,436.
(8) Includes (a) combined contributions to the Company's tax-qualified Success
Sharing Plan and ESOP and a nonqualified supplemental plan for the 1997
plan year as follows: Mr. Turner, $33,822; Mr. Salipante, $15,056; Mr.
Huneke, $13,693; Mr. Dubes, $15,375; Mr. Kuk, $13,131; (b) 1997 premiums
paid for term life insurance coverage and the actuarially projected current
dollar value of the benefit to the executive of the remainder of premiums
and the imputed income on the term portion of split dollar life insurance
coverage paid by the Company on behalf of the named executives as follows:
Mr. Turner, $9,815; Mr. Salipante, $4,350, Mr. Huneke, $4,437; Mr. Dubes,
$6,359; Mr. Kuk, $3,293; (c) interest accrued during 1997 on long-term
incentive program payout amounts deferred at the executive's election as
follows: Mr. Turner, $43,431; Mr. Salipante, $4,489; Mr. Dubes, $7,352; Mr.
Kuk, $17,618.
19
<PAGE>
STOCK OPTION GRANTS IN 1999
The following table summarizes stock option grants during 1999 with respect to
the CEO and the named executive officers listed in the Summary Compensation
Table.
<TABLE>
<CAPTION>
====================================================================================================================================
Number of Percentage of
Securities Total Options
Underlying Granted Grant Date
Options to Employees Exercise or Expiration Present
Granted in 1999 Base Price Date Value
Name (#)(1) (%) ($) ($)(2)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
John G. Turner 250,000 (3) 8.99 45.3438 07/08/09 3,996,057
1,583 (4) 0.06 41.2500 02/10/03 15,804
2,829 (4) 0.10 40.3125 02/10/03 27,470
8,246 (4) 0.30 45.3438 03/04/02 76,856
8,899 (4) 0.32 33.1563 03/04/02 57,838
5,889 (4) 0.21 43.5313 03/04/02 50,873
17,195 (5) 0.62 40.0938 02/10/09 243,911
- ------------------------------------------------------------------------------------------------------------------------------------
Robert C. Salipante 34,234 (3) 1.23 40.0938 02/10/09 475,277
25,000 (3) 0.90 45.3438 07/08/09 399,606
8,356 (4) 0.30 43.3125 07/06/02 76,663
2,296 (4) 0.08 43.3125 02/06/06 31,229
- ------------------------------------------------------------------------------------------------------------------------------------
Wayne R. Huneke 31,339 (3) 1.13 40.0938 02/10/09 435,085
10,000 (3) 0.36 45.3438 07/08/09 159,842
2,313 (4) 0.08 43.9063 02/07/06 32,040
4,453 (4) 0.16 43.9063 02/12/07 65,525
5,222 (4) 0.19 43.9063 02/11/08 80,743
1,054 (4) 0.04 43.9063 02/06/06 14,598
- ------------------------------------------------------------------------------------------------------------------------------------
Michael J. Dubes 25,510 (3) 0.92 40.0938 02/10/09 354,160
2,434 (4) 0.09 40.8125 02/06/06 31,458
- ------------------------------------------------------------------------------------------------------------------------------------
Kenneth U. Kuk 24,963 (3) 0.90 40.0938 02/10/09 346,566
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) All stock options granted may be exercised with cash or already owned
shares of ReliaStar common stock valued at the time of exercise. The
options include a right to have the Company withhold shares upon exercise
to satisfy tax liability due upon exercise.
(2) Present values have been estimated using a variation of the Black-Scholes
valuation method assuming (a) a dividend yield calculated over the most
recent 12-month period as of the end of the month prior to the grant date
(ranges from 1.59% to 1.88%); (b) a volatility factor calculated over the
36-month period as of the end of the month prior to the grant date (ranges
from 25.10% to 35.94%); (c) a risk-free rate of return equal to the most
recent 52-week average of the 10-year T-Bond rate as of the end of the
month prior to the grant date (ranges from 5.07% to 5.40%); and (d)
exercise at the end of the option term.
20
<PAGE>
(3) One-third of the options granted vests on each of the first three
anniversaries of the date of grant. The options have a term of ten years,
but may terminate earlier in certain events related to termination of
employment. The options have a replacement (reload) feature. A reload is
the grant of a new option upon the holder's exercise of an option using
previously owned ReliaStar common stock or cash equivalent. The reload
option's exercise price is the fair market value of ReliaStar common stock
on the replacement option grant date. Its term is equal to the remaining
term of the option exercised.
(4) These are replacement (reload) options awarded on exercise of options with
payment made with previously owned ReliaStar common stock or cash
equivalent as described above. A reload option may be exercised six months
after the date of grant.
(5) These stock options were granted in place of 50% of the estimated value of
a par award for Mr. Turner for the 1998-2000 performance cycle under the
long-term incentive program. The Personnel and Compensation Policy
Committee offered each executive officer, including Mr. Turner, a one-time
choice to do this. The options vest two years from the date of grant.
Except for the vesting schedule, these options have the same terms as those
described in footnote 3 above.
OPTION EXERCISES
AND YEAR-END VALUE
The following table shows the number and value of stock options (exercised and
unexercised) for the named executive officers during 1999. Value is calculated
using the difference between the option exercise price and $39.125 (the Fair
Market Value on December 31, 1999) multiplied by the number of shares underlying
the options.
<TABLE>
<CAPTION>
====================================================================================================================================
Number of Securities Value of Unexercised
Underlying Unexercised In-the-money Options
Shares Acquired Value Options at End of 1999 at End of 1999
---------------------------------------------------------------------------
Name on Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
(#) ($) (#) (#) ($) ($)
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
John G. Turner 77,668 2,364,873 524,255 576,895 6,087,266 63,270
- -----------------------------------------------------------------------------------------------------------------------------------
Robert C. Salipante 18,414 566,756 108,402 87,481 1,763,774 67,395
- -----------------------------------------------------------------------------------------------------------------------------------
Wayne R. Huneke 16,001 191,278 61,473 57,481 518,107 57,949
- -----------------------------------------------------------------------------------------------------------------------------------
Michael J. Dubes 4,294 75,279 127,883 43,000 2,488,185 64,399
- -----------------------------------------------------------------------------------------------------------------------------------
Kenneth U. Kuk 4,924 190,190 72,234 38,309 1,138,257 55,444
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
LONG-TERM INCENTIVE PROGRAM AWARDS
The following table identifies estimated future payouts under the Company's
long-term incentive program.
The named executive officers have the opportunity to earn awards based on the
Company's average total shareholder return ("TSR") compared to that of peer
companies. The Company's TSR is compared to the peer group each quarter for a
three-year period called a performance cycle. Threshold, par and maximum goals
are set at the beginning of each performance cycle. The goals are a percentile
ranking compared to the peer group. The peer group is selected by the Personnel
and Compensation Policy Committee. The peer group changes in the event of
mergers, acquisitions or if new competitors emerge. It is a group of publicly
21
<PAGE>
traded companies that compete in the Company's primary lines of business. There
are currently 19 companies in the peer group, including the Company. Six of the
seven companies included in the S&P Life Insurance Index shown in the
performance graph on page 11 are in the Company's peer group.
Payouts are based on a percentage of each executive's annualized salary for the
final year of each performance cycle. The estimates project an annual salary
increase of five percent. Actual salary amounts may differ. No individual award
for a performance cycle may exceed $2 million. No award is earned until the end
of a performance cycle. The Personnel and Compensation Policy Committee has the
right to amend or terminate the program as to performance cycles in progress at
any time.
<TABLE>
<CAPTION>
===============================================================================================================================
Performance or Other Period Estimated Future Payouts under Non-stock-price-based Plans
---------------------------------------------------------------------------
Name until Maturation or Payout Threshold ($) Target ($) Maximum ($)
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
John G. Turner 1998-2000 (1) 64,838 259,350 518,700
1999-2001 (2) 68,079 272,318 544,635
- -------------------------------------------------------------------------------------------------------------------------------
Robert C. Salipante 1998-2000 63,000 252,000 504,000
1999-2001 (2) 33,075 132,300 264,600
- -------------------------------------------------------------------------------------------------------------------------------
Wayne R. Huneke 1998-2000 54,141 216,563 433,125
1999-2001 (2) 28,424 113,695 227,391
- -------------------------------------------------------------------------------------------------------------------------------
Michael J. Dubes 1998-2000 46,594 186,375 372,750
1999-2001 (2) 24,462 97,847 195,694
- -------------------------------------------------------------------------------------------------------------------------------
Kenneth U. Kuk 1998-2000 42,394 169,575 339,150
1999-2001 (2) 22,257 89,027 178,054
===============================================================================================================================
</TABLE>
(1) Amounts shown have been reduced to reflect Mr. Turner's election to receive
stock options in place of 50% of the estimated value of a par award for the
1998-2000 performance cycle under this plan. The Personnel and
Compensation Policy Committee offered this one-time election to each
executive officer. The Committee granted 17,195 ten-year, nonqualified
stock options to Mr. Turner on February 10, 1999 at the fair market value.
The options vest two years from the date of grant. These are included in
the 1999 Stock Option Grant Table on page 20.
(2) The Committee reduced the incentive opportunities under the long-term
incentive plan by 50% for all executive officers beginning with the 1999-
2001 cycle. The estimated future payouts for the 1999-2001 performance
cycle reflect this reduction. The Committee intends that the reduced value
will be made up through additional stock option grants. There is no change
in total targeted compensation.
RETIREMENT PLANS
Qualified Defined Benefit Retirement Plan
The Company's qualified defined benefit retirement plan was amended effective
December 31, 1998 to terminate all future benefit accruals under this plan.
This applies to the named executive officers as well as all other employees
participating in the plan.
22
<PAGE>
This plan will provide the named executive officers a benefit at retirement.
This retirement benefit is based on final average compensation and years of
credited service as of December 31, 1998. Final average compensation is based
on salary (including elective deferrals) but does not include incentive
compensation. The benefit is offset by two percent of the primary Social
Security benefit as of December 31, 1998 for each year of credited service up to
25 years. Federal laws limit the benefits payable under qualified plans and the
amount of annual compensation that the plans may consider. The Company has
adopted supplemental retirement agreements ("SRAs") to replace any qualified
plan benefits which are reduced by these limits.
Basis of calculations:
. The final benefit is calculated as a five-year certain and life
monthly benefit assuming retirement at age 65.
. The years of credited service used to calculate these benefits for
each of the named executive officers were frozen as of December 31,
1998 and are as follows: Mr. Turner 31.58 years; Mr. Salipante 6.50
years; Mr. Huneke 12.58 years; Mr. Dubes 31.50 years; and Mr. Kuk
13.58 years.
The final monthly benefit under the qualified defined benefit plan, together
with amounts under the SRAs, is as follows: Mr. Turner, $26,048; Mr. Salipante,
$2,716; Mr. Huneke, $4,312; Mr. Dubes, $10,526; and Mr. Kuk, $5,360.
Supplemental Executive Retirement Plan ("SERP")
The Company has established a SERP that covers the named executive officers.
The SERP does not require employee contributions and is unfunded.
SERP participants are entitled to a monthly pension benefit if employment with
the Company terminates:
. After the participant is age 55 and has ten or more years of vesting
service, or
. After the participant is age 65 and has five or more years of vesting
service.
At ten years of credited service, the SERP benefit is the amount by which 55% of
the participant's average compensation for the last five years (salary plus
annual bonus) exceeds the SERP offset amount.
The SERP monthly benefit is reduced by the offset amount. The offset amount is
the sum of the following:
. The monthly benefit under the Company's qualified defined retirement
benefit plan, including SRAs,
. The monthly primary Social Security benefit,
. A monthly benefit amount which is attributable to employer
contributions under the Company's qualified and supplemental defined
contribution plans,
. The amount of any monthly pension benefit earned under a prior
employer's defined benefit plan or defined contribution plan if that
plan was the prior employer's primary retirement plan, and
. The amount payable under any other supplemental retirement plan or
agreement covering the participant.
If a participant has less than ten years of credited service, the SERP benefit
is 10% of the SERP amount determined as described above for each year of the
participant's credited service up to ten years.
23
<PAGE>
The annual benefit shown in the following table is the SERP benefit reduced for
the primary Social Security benefit but not reduced by any of the other offsets
listed on page 23.
Basis of calculations:
. Benefits are calculated as a five-year certain and life monthly
benefit.
. The benefits assume retirement in 1999 at age 65 to persons having at
least ten years of service.
. Years of credited service are as follows: Mr. Turner, 32.58 years; Mr.
Salipante, 7.50 years; Mr. Huneke, 13.58 years; Mr. Dubes 32.50 years;
and Mr. Kuk, 14.58 years.
. Age of named executives as of December 31, 1999 are as follows: Mr.
Turner, age 60; Mr. Salipante, age 43; Mr. Huneke, age 48; Mr. Dubes,
age 57; Mr. Kuk, age 53.
. Current compensation covered by the SERP for the named executive
officers is as follows: Mr. Turner, $1,279,840; Mr. Salipante,
$615,145; Mr. Huneke, $556,456; Mr. Dubes, $513,364; and Mr. Kuk,
$494,187.
<TABLE>
<CAPTION>
==========================================================================================================================
Salary Plus Estimated Annual Salary Plus Estimated Annual
Annual Incentive ($) Benefit ($) Annual Incentive ($) Benefit ($)
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
450,000 230,304 1,050,000 560,304
- --------------------------------------------------------------------------------------------------------------------------
500,000 257,804 1,100,000 587,804
- --------------------------------------------------------------------------------------------------------------------------
550,000 285,304 1,150,000 615,304
- --------------------------------------------------------------------------------------------------------------------------
600,000 312,804 1,200,000 642,804
- --------------------------------------------------------------------------------------------------------------------------
650,000 340,304 1,250,000 670,304
- --------------------------------------------------------------------------------------------------------------------------
700,000 367,804 1,300,000 697,804
- --------------------------------------------------------------------------------------------------------------------------
750,000 395,304 1,350,000 725,304
- --------------------------------------------------------------------------------------------------------------------------
800,000 422,804 1,400,000 752,804
- --------------------------------------------------------------------------------------------------------------------------
850,000 450,304 1,450,000 780,304
- --------------------------------------------------------------------------------------------------------------------------
900,000 477,804 1,500,000 807,804
- --------------------------------------------------------------------------------------------------------------------------
950,000 505,304 1,550,000 835,304
- --------------------------------------------------------------------------------------------------------------------------
1,000,000 532,804 1,600,000 862,804
==========================================================================================================================
</TABLE>
CHANGE IN CONTROL AND TERMINATION ARRANGEMENTS
Management Agreements
The Company has management agreements with each of its executive officers.
These provide for certain benefits if there is a "change in control" of the
Company. A change in control generally will be considered to have occurred upon
(1) a third party's acquisition of 20% or more of the Company's stock; (2) a
change in the membership of the Company's Board of Directors in which the
current members of the Company's Board of Directors (including their nominees)
no longer make up at least two-thirds of the Board; (3) a merger, consolidation,
reorganization or liquidation of the Company under certain conditions or (4) a
sale of all or substantially all of the assets of the Company.
In general, these agreements entitle the executive to a lump-sum payment if the
executive's employment is involuntarily terminated (other than for cause, death,
disability or retirement) and the executive is less than 65 years old. The
lump-sum payment is equal to three times the sum of (1) base annual salary plus
(2) the average annual bonus payable for the shorter of the last three years of
employment or actual years of employment. The Company agrees to pay the
executive an additional amount to cover the excise tax, if any, payable by the
executive for amounts received under these agreements.
24
<PAGE>
Each executive also will be entitled to certain insurance benefits and to
receive a lump-sum cash payment of additional qualified and nonqualified
retirement benefits which the executive would have earned had employment
continued to the earlier of three years following termination of employment or
age 65. The Company also will reimburse an executive for legal expenses
incurred to resolve disputes under the agreements.
Grantor Trusts
The Company has established grantor trusts. The Company may set aside funds
under these trusts to satisfy obligations of the Company and its subsidiaries
under their incentive compensation plans, deferred compensation programs and
supplemental profit sharing plans. The CEO, with the approval of the Personnel
and Compensation Policy Committee, has caused the Company to partially fund one
of these trusts. The trusts provide that funds will automatically and
irrevocably be contributed to the trusts if there is a change in control.
Stock Options and Restricted Shares
All outstanding stock options will vest and become exercisable and restricted
shares will vest immediately if there is a change in control.
Additional Policies
The Board has adopted a policy providing that the Company's health, welfare and
severance plans may not be changed for three years following a change in control
unless required by law.
Retirement Plans
The Company's qualified retirement plans provide full vesting of accrued
benefits for participants whose employment terminates under certain
circumstances within three years of a change in control of the Company.
COMPLIANCE WITH SECTION 16(a) REPORTING
The rules of the Securities and Exchange Commission require that ReliaStar
disclose late filings of reports of ownership (and changes in stock ownership)
of ReliaStar common stock by its directors and Section 16 officers. Based on
written representations, ReliaStar believes that all of these filing
requirements (pursuant to Section 16(a) of the Securities Exchange Act of 1934)
were satisfied in 1999, except that Mr. Koch filed one late report due to
administrative oversight.
25
<PAGE>
2000 Proxy
<PAGE>
RELIASTAR FINANCIAL CORP.
ANNUAL MEETING OF SHAREHOLDERS
Thursday, May 11, 2000
10:00 a.m.
20 Washington Avenue South
Minneapolis, Minnesota 55401
- --------------------------------------------------------------------------------
[GRAPHIC] ReliaStar Financial Corp. proxy
20 Washington Avenue South
Minneapolis, Minnesota 55401
---------------------------------------------------------------------
This proxy is solicited by the Board of Directors for use at the Annual Meeting
on May 11, 2000.
The shares of stock you hold in your account or in a dividend reinvestment
account will be voted as you specify on this proxy, by telephone or via the
Internet.
If no choice is specified, the proxy will be voted "FOR" Proposals 1 and 2.
By signing the proxy, you revoke all prior proxies and appoint John G. Turner,
Robert C. Salipante and Richard R. Crowl, and each of them, as proxies, with
full power of substitution and revocation to vote all shares of the Company
which you are entitled to vote at the Annual Meeting of the Company to be held
May 11, 2000 and any adjournments, upon all business that may come before the
meeting.
See reverse for voting instructions.
<PAGE>
Company #
Control #
VOTING INSTRUCTIONS
THERE ARE THREE WAYS TO VOTE YOUR PROXY
VOTE BY INTERNET
http://www.eproxy.com/rlr/
Use the Internet to vote your proxy 24 hours a day, 7 days a week. Have your
proxy card in hand when you access the web site. You will be prompted to enter
your 3-digit company number and a 7-digit control number (these numbers are
located above) to create an electronic ballot.
VOTE BY TELEPHONE
TOLL FREE 1-800-240-6326
Use any touch-tone telephone to vote your proxy 24 hours a day, 7 days a week.
Have your proxy card in hand when you call. You will be prompted to enter your
3-digit company number and a 7-digit control number (these numbers are located
above). Follow the recorded instructions.
VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage paid envelope
provided.
Your Internet or telephone vote authorizes the named proxies to vote your shares
in the same manner as if you marked, signed and returned your proxy card. The
deadline for Internet or telephone voting is noon (Central Daylight Time) on May
10, 2000.
Thank you for voting.
If you vote by phone or Internet, please do not mail your proxy card
Please detach here
- --------------------------------------------------------------------------------
The Board of Directors recommends a vote FOR Proposals 1 and 2.
1. Election of directors:
o Nominees to 2003 Class: 01 David C. Cox 03 Randy C. James
02 Luella G. Goldberg 04 Richard M. Rompala
o Nominee to 2001 Class: 05 David A. Koch
[_] Vote FOR [_] Vote WITHHELD
all nominees from all nominees
(Instructions: To withhold authority to vote for any individual nominee,
write the number(s) of the nominee(s) in the box provided to the right.)
2. Proposal to ratify appointment of Deloitte & Touche LLP as ReliaStar's
independent public accountants for 2000.
[_] For [_] Against [_] Abstain
This proxy when properly executed will be voted as directed or, if no direction
is given, will be voted FOR each proposal. Discretionary authority is hereby
conferred as to all other matters which may properly come before the May 11,
2000 Annual Meeting or any adjournment thereof.
Address Change? Mark Box [_] Dated: _____________________________
Indicate changes below:
Signature(s) in Box
Please sign exactly as your name(s) appears on the proxy. If
held in joint tenancy, all persons must sign.
Trustees,administrators, etc., should include title and
authority. Corporations should provide full name of
corporation and title of authorized officer signing the
proxy.
<PAGE>
RELIASTAR FINANCIAL CORP.
ANNUAL MEETING OF SHAREHOLDERS
Thursday, May 11, 2000
10:00 a.m.
20 Washington Avenue South
Minneapolis, Minnesota 55401
- --------------------------------------------------------------------------------
[GRAPHIC] ReliaStar Financial Corp.
20 Washington Avenue South
Minneapolis, Minnesota 55401 Voting Instruction Form
---------------------------------------------------------------------
RELIASTAR COMMON STOCK VOTING INSTRUCTION FORM
RELIASTAR SUCCESS SHARING PLAN AND ESOP
I hereby instruct The Northern Trust Company, the Trustee of the ReliaStar
Success Sharing Plan and ESOP ("Plan"), to vote my interest in the shares of
ReliaStar common stock held in the Plan as of the close of business on March 14,
2000, at the Annual Meeting of ReliaStar Financial Corp. to be held on May 11,
2000, and any adjournment thereof, in the manner directed by telephone, by
internet or on this form with respect to the proposals described in the
accompanying Notice of Annual Meeting and Proxy Statement.
I understand that my instructions by telephone, Internet or as marked on this
form must be received by the Trustee by May 4, 2000. I also acknowledge receipt
of the proxy materials for the 2000 Annual Meeting.
I understand that if no instruction is indicated by telephone, Internet or on
this voting instruction form, the Trustee will vote my interest in the ReliaStar
common stock held by the Trust on each of the proposals shown on this form
proportionately in accordance with voting instructions received from other Plan
participants with respect to shares of ReliaStar common stock. The Trustee shall
vote in accordance with its best judgment on any other matters that may properly
come before the meeting.
See reverse for voting instructions.
<PAGE>
Company #
Control #
VOTING INSTRUCTIONS
THERE ARE THREE WAYS TO INSTRUCT THE PLAN TRUSTEE HOW TO VOTE
VOTE BY INTERNET
http://www.eproxy.com/rlr/
Use the Internet to submit your instructions to the Plan Trustee 24 hours a day,
7 days a week. Have your instruction form in hand when you access the web site.
You will be prompted to enter your 3-digit company number and a 7-digit control
number (these numbers are located above) to create an electronic ballot.
VOTE BY TELEPHONE
1-800-240-6326
Use any touch-tone telephone to submit your instructions to the Plan Trustee 24
hours a day, 7 days a week. Have your instruction form in hand when you call.
You will be prompted to enter your 3-digit company number and a 7-digit control
number (these numbers are located above). Follow the recorded instructions.
VOTE BY MAIL
Mark, sign and date your voting instruction form and return it in the postage
paid envelope provided.
Your Internet or telephone vote authorizes the Plan Trustee to vote your shares
held in the Plan in the same manner as if you marked, signed and returned your
instruction form. Your instructions by Internet, telephone or as marked on this
form must be received by the Trustee by May 4, 2000.
Thank you for voting.
If you vote by phone or Internet, please do not mail your
voting instruction form
Please detach here
- --------------------------------------------------------------------------------
The Board of Directors recommends a vote FOR Proposals 1 and 2.
The Plan Trustee shall vote my shares as follows:
1. Election of directors:
o Nominees to 2003 Class: 01 David C. Cox 03 Randy C. James
02 Luella G. Goldberg 04 Richard M. Rompala
o Nominee to 2001 Class: 05 David A. Koch
[_] Vote FOR [_] Vote WITHHELD
all nominees from all nominees
(Instructions: To withhold authority to vote for any individual nominee,
write the number(s) of the nominee(s) in the box provided to the right.)
2. Proposal to ratify appointment of Deloitte & Touche LLP as ReliaStar's
independent public accountants for 2000.
[_] For [_] Against [_] Abstain
Dated: _________________________________
Signature of Participant in Box
(Please date and sign exactly as shown.)
<PAGE>
RELIASTAR FINANCIAL CORP.
ANNUAL MEETING OF SHAREHOLDERS
Thursday, May 11, 2000
10:00 a.m.
20 Washington Avenue South
Minneapolis, Minnesota 55401
- --------------------------------------------------------------------------------
[GRAPHIC] ReliaStar Financial Corp. proxy
20 Washington Avenue South
Minneapolis, Minnesota 55401
---------------------------------------------------------------------
This proxy is solicited by the Board of Directors for use at the Annual Meeting
on May 11, 2000.
The shares of stock you hold in your account or in a dividend reinvestment
account will be voted as you specify on this proxy, by telephone or via the
Internet.
If no choice is specified, the proxy will be voted "FOR" Proposals 1 and 2.
By signing the proxy, you revoke all prior proxies and appoint John G. Turner,
Robert C. Salipante and Richard R. Crowl, and each of them, as proxies, with
full power of substitution and revocation to vote all shares of the Company
which you are entitled to vote at the Annual Meeting of the Company to be held
May 11, 2000 and any adjournments, upon all business that may come before the
meeting.
See reverse for voting instructions.
<PAGE>
Company #
Control #
VOTING INSTRUCTIONS
THERE ARE THREE WAYS TO VOTE YOUR PROXY
VOTE BY INTERNET
http://www.eproxy.com/rlr/
Use the Internet to vote your proxy 24 hours a day, 7 days a week. Have your
proxy card in hand when you access the web site. You will be prompted to enter
your 3-digit company number and a 7-digit control number (these numbers are
located above) to create an electronic ballot.
VOTE BY TELEPHONE
TOLL FREE 1-800-240-6326
Use any touch-tone telephone to vote your proxy 24 hours a day, 7 days a week.
Have your proxy card in hand when you call. You will be prompted to enter your
3-digit company number and a 7-digit control number (these numbers are located
above). Follow the recorded instructions.
VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage paid envelope
provided.
Your Internet or telephone vote authorizes the named proxies to vote your shares
in the same manner as if you marked, signed and returned your proxy card. The
deadline for Internet or telephone voting is noon (Central Daylight Time) on May
10, 2000.
Thank you for voting.
If you vote by phone or Internet, please do not mail your proxy card
Please detach here
- --------------------------------------------------------------------------------
The Board of Directors recommends a vote FOR Proposals 1 and 2.
1. Election of directors:
o Nominees to 2003 Class: 01 David C. Cox 03 Randy C. James
02 Luella G. Goldberg 04 Richard M. Rompala
o Nominee to 2001 Class: 05 David A. Koch
[_] Vote FOR [_] Vote WITHHELD
all nominees from all nominees
(Instructions: To withhold authority to vote for any individual nominee,
write the number(s) of the nominee(s) in the box provided to the right.)
2. Proposal to ratify appointment of Deloitte & Touche LLP as ReliaStar's
independent public accountants for 2000.
[_] For [_] Against [_] Abstain
This proxy when properly executed will be voted as directed or, if no direction
is given, will be voted FOR each proposal. Discretionary authority is hereby
conferred as to all other matters which may properly come before the May 11,
2000 Annual Meeting or any adjournment thereof.
Address Change? Mark Box [_] Dated: _____________________________
Indicate changes below:
Signature(s) in Box
Please sign exactly as your name(s) appears on the proxy. If
held in joint tenancy, all persons must sign.
Trustees,administrators, etc., should include title and
authority. Corporations should provide full name of
corporation and title of authorized officer signing the
proxy.
<PAGE>
EXHIBIT 99.1
Phone Voting Script
Proposal by Proposal
- --------------------------------------------------------------------------------
Speech 1 Welcome. Please enter your three-digit company
number located in the box in the upper right hand
corner of the proxy card.
- --------------------------------------------------------------------------------
Speech 2 Please enter your seven digit NUMERIC Control
Number that is located in the box, directly under
your company number.
- --------------------------------------------------------------------------------
Speech 3 To vote as the ReliaStar Financial Corp. Board
recommends on ALL proposals - Press 1 now.
System goes to Closing A.
- --------------------------------------------------------------------------------
Speech 4 To vote on each proposal separately, Press 0 now.
- --------------------------------------------------------------------------------
Speech 5 Proposal 1:
To Vote for ALL Nominees, Press 1: to Withhold
from all nominees, Press 9; To withhold from an
individual nominee, Press 0.
Make your selection now.
If 0 is pressed, system goes to Speech 5A.
- --------------------------------------------------------------------------------
Speech 5A Enter the two-digit number that appears next to
the nominee you DO NOT wish to vote for.
Press 1 to withhold from another nominee or Press
0 if you have completed voting on Directors.
Subset: If 1 - repeat Subset - "Enter the two...."
If 0 - go to Proposal 2, Speech 6.
- --------------------------------------------------------------------------------
Speech 6 Proposal 2:
To vote FOR, Press 1; AGAINST, Press 9; Abstain,
Press 0.
- --------------------------------------------------------------------------------
System After completion - Go to Closing B.
- --------------------------------------------------------------------------------
<PAGE>
- --------------------------------------------------------------------------------
Closing A You have voted as the Board recommended. If this is
correct, Press 1; if incorrect, Press 0.
If 1 is pressed - go to Speech 7. If 0 is pressed - go
to Speech 8.
- --------------------------------------------------------------------------------
Closing B Your votes have been cast as follows:
Proposal 1 - For All - Withhold All - Withhold
Nominee(s) Number _______.
Proposal 2 - For, Against, Abstain
If this is correct, Press 1; if incorrect, Press 0.
If 1 is pressed, go to Speech 7. If 0 is pressed, go to
speech 8.
- --------------------------------------------------------------------------------
Speech 7 If you plan to attend the annual meeting, Press 1; if
(optional) not, Press 0.
Go to Speech 9.
- --------------------------------------------------------------------------------
Speech 8 Your votes have been canceled. Please call again, or
mark, sign, date and return your proxy card in the
envelope provided. Good bye.
- --------------------------------------------------------------------------------
Speech 9 Thank you for voting.
- --------------------------------------------------------------------------------
<PAGE>
EXHIBIT 99.2
April 3, 2000
TO: Participants in the ReliaStar Success Sharing Plan and ESOP
The Annual Meeting of Shareholders of ReliaStar Financial Corp. ("ReliaStar")
will be held in the auditorium of 20 Washington Avenue South, Minneapolis,
Minnesota, on Thursday, May 11, 2000 at 10:00 a.m., Minneapolis time. ReliaStar
shareholders of record as of March 14, 2000 may vote the shares they held of
record on that date.
Under the ReliaStar Success Sharing Plan and ESOP ("Plan"), you have an interest
in the ReliaStar common stock ("Shares") held by the Plan. You may instruct The
Northern Trust Company, the Trustee for the Plan, how to vote the Shares
allocated to your account(s) as of the record date. Your interest in the Shares
held by the Plan may only be voted through the Trustee.
Enclosed are several documents that are important for both the Annual Meeting
and proxy voting.
1. The Notice of Annual Meeting and Proxy Statement explains the proposals to
be voted upon at the Annual Meeting.
2. The enclosed Voting Instruction Card is to be used to record your voting
instructions for the Shares allocated to your accounts.
3. An annual report is enclosed for former employees who are participating in
the ReliaStar Success Sharing Plan and ESOP. (Please note that an annual
report has been sent to all active employees of ReliaStar under separate
cover.)
The number of Shares allocated to your account(s) on the record date is shown on
the Voting Instruction Card. The Shares get one vote each.
To vote all of your Shares, you can vote by phone or Internet as shown on the
Voting Instruction Card -- Toll Free 1-800-240-6326 - or by Internet at
http://www.eproxy.com/rlr/ -- or simply complete and return the Voting
Instruction Card, using the enclosed envelope, to Norwest Bank on behalf of The
Northern Trust Company. Your Card must be received by May 4, 2000.
The Trustee will vote those Shares for which no voting instructions are received
as well as the Shares that are held in trust for allocation to participants'
accounts in future years in the same proportion as Shares for which voting
instructions are received.
If you have any questions about any of this material, please call me at (612)
372-5757.
/s/ Nancy Carlson
Nancy Carlson
Manager, Retirement Plans
Human Resources Department
Encl.
<PAGE>
EXHIBIT 99.3
April 3, 2000
TO: Directors with Deferred Share Accounts
The Annual Meeting of Shareholders of ReliaStar Financial Corp. ("ReliaStar")
will be held in the auditorium of 20 Washington Avenue South, Minneapolis,
Minnesota, on Thursday, May 11, 2000 at 10:00 a.m. ReliaStar shareholders of
record as of March 14, 2000 may vote the shares they held of record on that
date.
Under the terms of the ReliaStar Stock Ownership Plan for Nonemployee Directors
and the ReliaStar Deferred Compensation Plan for Nonemployee Directors,
Directors with deferred share account units may direct Norwest Bank Minnesota,
N.A., in its capacity as Trustee of the Directors Compensation Trust, how to
vote shares of ReliaStar Common Stock ("Shares") held by the Trust. Shares will
be voted in proportion to the deferred share account units credited to a
Director's account as of the record date.
Enclosed please find the Notice of Annual Meeting and Proxy Statement and a
Voting Instruction Form to be used to record your voting instructions. The
number of deferred share units credited to your account(s) on the record date is
shown on the Voting Instruction Form. An annual report is being provided under
separate cover.
To vote, simply complete and return the Voting Instruction Form, using the
enclosed envelope, to Norwest Bank Minnesota, N.A. Your Form must be received
before May 2, 2000.
The Trustee will vote those Shares for which no voting instructions are received
in its discretion.
If you have any questions, please contact Richard Crowl (612-372-5479) or Susan
Bergen (612-342-7502) at ReliaStar.
Norwest Bank Minnesota, N.A.
Trustee of ReliaStar Directors'
Compensation Trust
Encl.
<PAGE>
COMMON STOCK VOTING INSTRUCTION FORM
RELIASTAR DIRECTORS' COMPENSATION TRUST
RELIASTAR STOCK OWNERSHIP PLAN FOR NONEMPLOYEE DIRECTORS
AND/OR DEFERRED COMPENSATION PLAN FOR NONEMPLOYEE DIRECTORS
Must be received by Norwest Bank
no later than May 2, 2000
I hereby instruct Norwest Bank, the Trustee of the ReliaStar Directors'
Compensation Trust, to vote my interest in the shares of ReliaStar Common Stock
held by the Trust at the close of business on March 14, 2000, at the Annual
Meeting of ReliaStar Financial Corp. to be held on May 11, 2000, and at any
adjournment thereof, in the manner directed below with respect to the matters
described in the accompanying Notice of Annual Meeting and Proxy Statement for
said meeting:
1. Election of directors:
o Nominees to 2003 Class: 01 David C. Cox 03 Randy C. James
02 Luella G. Goldberg 04 Richard M. Rompala
o Nominee to 2001 Class: 05 David A. Koch
[ ] Vote FOR [ ] Vote WITHHELD
all nominees from all nominees
(Instruction: To withhold authority to vote for any individual nominee, write
that nominee's name in the space below.)
2. Proposal to ratify the appointment of Deloitte & Touche LLP as Reliastar's
independent public accountants for 2000.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
I understand that this instruction form must be received by the Trustee by May
2, 2000. I also acknowledge receipt of the proxy materials for the 2000 Annual
Meeting.
The Trustee will vote those shares for which no voting instructions are received
on the above matters and on any other matters that may properly come before the
meeting, and any adjournment thereof, in its discretion.
DATED: __________________ ___________________________________
Signature of Director
(Please date and sign exactly as
shown on the label.)
