<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
<TABLE>
<S> <C>
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 Rule 14a-11(c) or
Rule 14a-12
THE WET SEAL, INC.
-----------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
-----------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the
Registrant)
</TABLE>
Payment of Filing Fee (Check the appropriate box):
<TABLE>
<S> <C> <C>
/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:
----------------------------------------------------------
</TABLE>
<PAGE>
THE WET SEAL, INC.
26972 BURBANK
FOOTHILL RANCH, CALIFORNIA 92610
April 24, 2000
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders of
The Wet Seal, Inc. to be held at the Westin South Coast Plaza, 686 Anton Blvd.,
Costa Mesa, California 92626, at 10:00 a.m., on Wednesday, May 31, 2000.
During the Annual Meeting the matters described in the accompanying Proxy
Statement will be considered. In addition, there will be a report regarding the
progress of the Company and there will be an opportunity to ask questions of
general interest to you as a stockholder.
I hope you will be able to join us at the Annual Meeting. Whether or not you
expect to attend, you are urged to sign and return the enclosed proxy card in
the envelope provided in order to make certain that your shares will be
represented at the Annual Meeting.
Sincerely,
/s/ Irving Teitelbaum
Irving Teitelbaum
CHAIRMAN OF THE BOARD
<PAGE>
THE WET SEAL, INC.
26972 BURBANK
FOOTHILL RANCH, CALIFORNIA 92610
------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
MAY 31, 2000
10:00 A.M.
---------------------
Notice is hereby given that the Annual Meeting (the "Annual Meeting") of
Stockholders of The Wet Seal, Inc. (the "Company") will be held at the Westin
South Coast Plaza, 686 Anton Blvd., Costa Mesa, California 92626, on Wednesday,
May 31, 2000 at 10:00 a.m. to consider and vote upon:
1. Election of a Board of Directors consisting of nine directors. The
attached Proxy Statement, which is part of the Notice, includes the names
of the nominees to be presented by the Board of Directors for election.
2. Ratification of Deloitte & Touche LLP as the Company's independent
auditors for fiscal year 2000.
3. To transact such other business as may properly come before the Annual
Meeting.
The Board of Directors has fixed the close of business on April 17, 2000 as
the record date for determination of stockholders entitled to notice of, and to
vote, at the Annual Meeting. A list of such stockholders will be available for
examination by any stockholder for any purpose germane to the Annual Meeting,
during normal business hours, at the office of the Company for a period of ten
days prior to the Annual Meeting.
To assure that your shares will be represented at the Annual Meeting, please
sign and promptly return the accompanying proxy card in the enclosed envelope.
You may revoke your proxy at any time before it is voted.
By Order of the Board of Directors,
/s/ Stephen Gross
Stephen Gross
SECRETARY
Dated: April 24, 2000
<PAGE>
THE WET SEAL, INC.
26972 BURBANK
FOOTHILL RANCH, CALIFORNIA 92610
------------------------
PROXY STATEMENT
MAY 31, 2000
------------------------
This Proxy Statement is furnished by the Board of Directors of The Wet
Seal, Inc., a Delaware Corporation (the "Company"), in connection with the
solicitation of proxies for use at the Annual Meeting of Stockholders to be held
at the Westin South Coast Plaza, 686 Anton Blvd., Costa Mesa, California on
Wednesday, May 31, 2000 beginning at 10:00 a.m. and at any adjournments thereof.
The Annual Meeting has been called to consider and vote upon the election of
nine directors; to ratify the Board of Directors' nomination of Deloitte &
Touche LLP as the Company's independent auditors; and to consider any other
business as may properly come before the Annual Meeting. This Proxy Statement
and the accompanying proxy are being sent to stockholders of record on or about
April 24, 2000.
VOTING BY STOCKHOLDERS
Only holders of record of the Company's common stock, at the close of
business on April 17, 2000, are entitled to receive notice of, and to vote at,
the Annual Meeting. On that date, there were 10,904,023 shares of the Company's
Class A Common Stock, $.10 par value, and 2,912,665 shares of the Company's
Class B Common Stock, $.10 par value, issued and outstanding. Of the 10,904,023
shares of Class A Common Stock, 1,347,600 shares are currently held as Treasury
Stock and thus not entitled to vote. Holders of Class A Common Stock are
entitled to one vote per share and, while both the Class A and Class B Common
Stock vote together as a single class, holders of Class B Common Stock are
entitled to two votes per share. According to the Company's Restated Certificate
of Incorporation, stockholders may not cumulate their voting rights. Thus, the
holders of a plurality of the votes cast at the Annual Meeting will be able to
elect all of the directors. The ratification of independent auditors will
require the affirmative vote of a majority of the votes cast at the Annual
Meeting.
The shares represented by each properly executed unrevoked proxy received in
time for the Annual Meeting will be voted in accordance with the instructions
specified therein, or, in the absence of instructions, FOR Proposals 1 and 2,
and will be voted in accordance with the discretion of the proxies upon all
other matters which may properly come before the Annual Meeting. Any proxy
received by the Company may be subsequently revoked by the stockholder any time
before it is voted at the meeting either by delivering a subsequent proxy or
other written notice of revocation to the Company at its above address or by
attending the meeting and voting in person. Pursuant to Delaware law,
abstentions are treated as present and entitled to vote at the Annual Meeting
and thus have the effect of a vote against a proposal. A broker non-vote on a
proposal is considered not entitled to vote on that matter and thus is not
counted in determining whether a proposal requiring approval of a majority of
the shares present and entitled to vote has been approved or whether a majority
of the vote of the shares present and entitled to vote has been cast.
1
<PAGE>
PROPOSAL #1
ELECTION OF DIRECTORS
NOMINEES
The Company's Bylaws give the Board the power to set the number of directors
at no less than three nor more than fifteen. The size of the Company's Board is
currently set at nine. The directors so elected will serve until the next Annual
Meeting of Stockholders. Nine directors are to be elected at the Annual Meeting
to be held on May 31, 2000. All of the nominees are currently directors of the
Company. The Board knows of no reason why any nominee for director would be
unable to serve as a director. In the event that any of them should become
unavailable prior to the Annual Meeting, the proxy will be voted for a
substitute nominee or nominees designated by the Board of Directors, or the
number of directors may be reduced accordingly.
The following table sets forth information regarding the nominees for
director:
<TABLE>
<CAPTION>
NAME AND AGE PRINCIPAL OCCUPATION AND BACKGROUND
- ------------ -------------------------------------------------------------------------
<S> <C>
George H. Benter, Jr......... Mr. George H. Benter, Jr. has been a director of the Company since 1990.
Age: 58 Since May 1992, Mr. Benter has been President, Chief Operating Officer
and a director of City National Bank. From 1965 until April 1992,
Mr. Benter worked in various capacities with Security Pacific
Corporation, culminating in the position of Vice Chairman. Prior to
that time he held various positions with Security Pacific National
Bank. He is also a director of The Seeley Company, a privately held
commercial real estate brokerage service company.
Kathy Bronstein.............. Ms. Kathy Bronstein was appointed the Company's Vice Chairman of the
Age: 48 Board in March 1994 and has been a director since 1985. Since March
1992, she has also served as the Company's Chief Executive Officer.
Ms. Bronstein served as the Company's President from March 1992 to
March 1994 and as Executive Vice President and General Merchandise
Manager of the Company from January 1985 through March 1992.
Ms. Bronstein's primary responsibilities include formulating and
directing the Company's expansion and overall merchandising and
marketing strategies.
Stephen Gross(1)............. Mr. Stephen Gross has been the Secretary and a director of the Company
Age: 54 since June 1984. Mr. Gross co-founded Suzy Shier Limited. Since 1967,
he has been a director and an officer of Suzy Shier Limited, having
served as President, Assistant Secretary and Treasurer since 1976. He
has also been the General Merchandise Manager of Suzy Shier Limited
since 1974. Mr. Gross also serves as President of Irwel Management
Services Inc., a management consulting firm established in 1975.
Walter F. Loeb............... Mr. Walter F. Loeb has been a director of the Company since May 1993. He
Age: 75 is President of Loeb Associates Inc., a New York-based retail
consultancy company that serves a variety of domestic and international
companies. Mr. Loeb is also the publisher of "Loeb Retail Letter," a
monthly analysis of the retail industry. He currently is a director of
Federal Realty Investment Trust, Gymboree Corporation, Hudson's Bay
Company and The Warnaco Group, Inc.
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
NAME AND AGE PRINCIPAL OCCUPATION AND BACKGROUND
- ------------ -------------------------------------------------------------------------
<S> <C>
Wilfred Posluns.............. Mr. Wilfred Posluns has been a director of the Company since 1990. He is
Age: 68 Managing Director of Cedarpoint Investments, Inc., a Toronto-based
venture capital company. Mr. Posluns was the Chairman of the Board of
Directors and Chief Executive Officer of Dylex Limited from July 1988
to August 1995 and President from 1976 through 1990. He was a member of
the Board of Directors of Dylex Limited from 1966 to August 1995.
Mr. Posluns currently serves as a director of Radiology Corporation of
America.
Gerald Randolph.............. Mr. Gerald Randolph has been a director of the Company since July 1989.
Age: 81 Mr. Randolph is a chartered accountant in Canada. He has been engaged
in an outside professional capacity by Suzy Shier Limited from its
inception in 1967, having served as its independent auditor, until
July 1989 when he was appointed Chief Financial Officer and a director
of Suzy Shier Limited.
Alan Siegel.................. Mr. Alan Siegel has been a director of the Company since 1990.
Age: 65 Mr. Siegel has been a partner in the law firm of Akin, Gump, Strauss,
Hauer & Feld, L.L.P., which provides legal services to the Company,
since August 1995. He is also a director of Thor Industries, Inc.,
Ermenegildo Zegna Corporation and Ascent Asset Management Advisory
Services, Inc.
Irving Teitelbaum(1)......... Mr. Irving Teitelbaum has been Chairman of the Board and a director of
Age: 61 the Company since June 1984. Mr. Teitelbaum is the co-founding
President (in 1967) and current Chairman and Chief Executive Officer of
Suzy Shier Limited, a Canadian public company listed on the Toronto and
Montreal Stock Exchanges, retailing women's apparel and lingerie in
over 460 stores in Canada. Mr. Teitelbaum also serves as President of
First Canada Management Consultants Limited, a management consulting
firm.
Edmond Thomas................ Mr. Edmond Thomas has been a director of the Company since August 1992.
Age: 46 Mr. Thomas has served as the Company's President since March 1994 and
as the Company's Chief Operating Officer since June 1992. His
responsibilities include overseeing store operations, real estate,
finance, management information systems, marketing, store construction,
the central distribution center and e-commerce. Prior to joining the
Company, from May 1991 through June 1992, Mr. Thomas was President and
Chief Operating Officer and a director of Domain, Inc., a Boston-based
upscale home furnishings retailer.
</TABLE>
- ------------------------
(1) Mr. Teitelbaum and Mr. Gross are brothers-in-law.
3
<PAGE>
EXECUTIVE OFFICERS
The executive officers of the Company who are not also directors are set
forth below:
<TABLE>
<CAPTION>
NAME AND AGE PRINCIPAL OCCUPATION AND BACKGROUND
- ------------ -------------------------------------------------------------------------
<S> <C>
Barbara Bachman.............. Ms. Barbara Bachman has been the Company's Senior Vice President of Store
Age: 50 Operations since November 1998 and served as Vice President of Store
Operations between December 1994 and November 1998. From 1982 to 1994,
she served as Vice President of Stores Operations with Contempo
Casuals. She previously held various other positions with Contempo
Casuals, including Regional Director of Stores from 1979 to 1982,
District Manager from 1977 to 1979, and Store Manager from 1976 to
1977.
Cecilia Gasgonia............. Ms. Cecilia Gasgonia has been Vice President of Merchandise Planning and
Age: 39 Distribution of the Company since June 1995 and served as Director of
Merchandise Planning between February 1994 and June 1995. From 1987 to
January 1994, Ms. Gasgonia was Director of Merchandise Planning with
Clothestime, a junior retail chain.
Sharon Hughes................ Ms. Sharon Hughes has been employed by the Company since May 1990. Since
Age: 40 March 1994, she has served as the Vice President of Merchandising. From
May 1990 to March 1994 she served as a Merchandise Manager. From 1983
to April 1990, Ms. Hughes was employed by Saturday's, a chain of
clothing stores, in various capacities, the most recent of which was
General Merchandise Manager.
Ann Cadier Kim............... Ms. Ann Cadier Kim has been employed by the Company since January 1986.
Age: 42 Since December 1993 she has served as the Company's Chief Financial
Officer. In November 1998, she was appointed Senior Vice President of
Finance. Between March 1994 and November 1998, she served as Vice
President of Finance. From January 1986 to November 1993, Ms. Cadier
Kim was the Company's Controller. From September 1982 to August 1985,
she was employed by Touche Ross & Co., as an audit senior. Ms. Cadier
Kim is a certified public accountant.
</TABLE>
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors met or took action by written consent nine times in
the fiscal year ended January 29, 2000. Each of the directors attended at least
75% of the Board of Directors meetings and their respective committee meetings.
The Company has an Executive Committee consisting of Irving Teitelbaum,
Kathy Bronstein and Edmond Thomas. The Executive Committee was formed in April
1990. Its primary responsibility is to oversee the execution of lease
commitments made by the Company between meetings of the Board of Directors.
The Company has an Audit Committee consisting of Wilfred Posluns (Chairman),
George H. Benter, Jr. and Walter Loeb. The Audit Committee is responsible for
reviewing, as it shall deem appropriate, and recommending to the Board of
Directors internal accounting and finance controls for the Company and
accounting principles and auditing practices and procedures to be employed in
the preparation and review of the Company's financial statements. The Audit
Committee is also responsible for recommending to the
4
<PAGE>
Board of Directors independent public accountants to audit the annual financial
statements of the Company and scope of the audit to be undertaken by the
accountants.
The Company has no nominating committee. Nominations are proposed by the
Executive Committee of the Board.
The Company has a Compensation Committee consisting of Irving Teitelbaum,
Wilfred Posluns and George H. Benter, Jr. The Compensation Committee is
responsible for establishing general compensation policies and specific
compensation levels for the Company's executive officers. Effective April 1999,
the Compensation Committee created an Incentive Compensation Subcommittee
consisting of Wilfred Posluns and George H. Benter, Jr. to address all issues
before the Compensation Committee that require decisions by directors who
qualify as outside directors under Section 162(m) of the Internal Revenue Code
of 1986, as amended, and as non-employee directors under Section 16(b) of the
Securities Exchange Act of 1934, as amended. See "Report of the Compensation
Committee on Executive Compensation."
The Company has an Option Committee consisting of Walter F. Loeb and George
H. Benter, Jr. The Option Committee is responsible for granting stock options to
executive officers and other key employees whose contributions are considered
important to the long-term success of the Company pursuant to the Company's
long-term incentive plans.
During the fiscal year ended January 29, 2000, the Executive Committee met
or took action by written consent nine times, the Compensation Committee met or
took action by written consent three times, the Audit Committee met or took
action by written consent three times and the Option Committee met or took
action by written consent three times.
5
<PAGE>
EXECUTIVE COMPENSATION AND OTHER INFORMATION
EXECUTIVE COMPENSATION
The following table sets forth the compensation (cash and non cash) for the
Chief Executive Officer and the four other most highly compensated executive
officers ("named executive officers") who earned in excess of $100,000 per annum
during any of the Company's last three fiscal years.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION AWARDS
--------------------------
ANNUAL COMPENSATION SECURITIES
----------------------------------------------------- RESTRICTED UNDERLYING
NAME AND FISCAL OTHER ANNUAL STOCK STOCK LTIP
PRINCIPAL POSITION YEAR SALARY($) BONUS($) COMPENSATION($)(1) AWARDS($)(2) OPTIONS(#) PAYOUTS($)
- ------------------ -------- --------- --------- ------------------ ------------ ----------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Kathy Bronstein....... 1999 771,548 834,470(3) -- 34,599 150,000 --
Vice Chairman and 1998 742,159 1,477,097(4) -- 63,612 -- --
Chief Executive 1997 682,418 1,271,375(5) -- 59,982 120,000 --
Officer
Edmond Thomas......... 1999 765,996 476,840(3) -- 34,599 150,000 --
President and Chief 1998 592,878 844,055(4) -- 51,369 -- --
Operating Officer 1997 563,627 726,500(5) -- 49,806 120,000 --
Barbara Bachman....... 1999 197,621 10,000(3) -- 9,357 10,000 --
Senior Vice
President 1998 187,731 40,000(4) -- 17,042 10,000 --
of Store Operations 1997 176,423 40,000(5) -- 16,381 10,000 --
Sharon Hughes......... 1999 186,238 10,000(3) -- 10,230 5,000 --
Vice President of 1998 179,808 25,000(4) -- 14,346 -- --
Merchandising 1997 181,730 90,813(5) -- 17,614 10,000 --
Ann Cadier Kim........ 1999 183,192 10,000(3) -- 10,002 10,000 --
Senior Vice
President 1998 165,000 40,000(4) -- 14,346 10,000 --
of Finance 1997 150,000 30,000(5) -- 13,210 10,000 --
<CAPTION>
NAME AND ALL OTHER
PRINCIPAL POSITION COMPENSATION($)
- ------------------ ----------------
<S> <C>
Kathy Bronstein....... 58,540(6)
Vice Chairman and 53,465(7)
Chief Executive 222,555(8)
Officer
Edmond Thomas......... 8,781(6)
President and Chief 33,517(7)
Operating Officer 49,062(8)
Barbara Bachman....... --
Senior Vice
President --
of Store Operations --
Sharon Hughes......... --
Vice President of --
Merchandising --
Ann Cadier Kim........ --
Senior Vice
President --
of Finance --
</TABLE>
- ------------------------------
(1) While the named executive officers enjoy certain perquisites, for fiscal
years 1999, 1998 and 1997 these did not exceed the lesser of $50,000 or 10%
of each officer's salary and bonus.
(2) The Company has a stock bonus plan whereby certain employees of the Company
receive Class A Common Stock in proportion to their salary. The amount of
the award is also dependent on the Company's earnings before tax and the
stock price on the date of grant. The bonus shares vest at a rate of 33.33%
per year on each anniversary of the grant date, and a participant's right to
non issued shares is subject to forfeiture if the participant's employment
is terminated. Dividends are not paid on stock grant awards until such time
as the stock is vested and issued to the executive. Aggregate shares granted
under the plan to the named executive officers as of January 29, 2000 are as
follows: Ms. Bronstein--11,700; Mr. Thomas--11,940; Ms. Bachman--3,289;
Ms. Hughes--4,877; and Ms. Cadier Kim--4,321. The aggregate market value at
January 29, 2000 of these shares is as follows: Ms. Bronstein--$128,700;
Mr. Thomas--$131,340; Ms. Bachman--$36,179; Ms. Hughes--$53,647; and
Ms. Cadier Kim--$47,531.
(3) Bonus amounts earned in fiscal 1999 were paid to the executives in fiscal
2000, except for Kathy Bronstein who, pursuant to Board of Director
approval, received quarterly advances on her fiscal 1999 bonus in fiscal
1999 which totaled $404,293.
(4) Bonus amounts earned in fiscal 1998 were paid to the executives in fiscal
1999.
(5) Bonus amounts earned in fiscal 1997 were paid to the executives in fiscal
1998.
(6) Amount represents pay in lieu of vacation for fiscal 1999.
(7) Amount represents pay in lieu of vacation for fiscal 1998.
(8) Amount represents pay in lieu of vacation for fiscal 1997 and prior fiscal
years back to original date of hire for Ms. Bronstein, fiscal 1985, and for
Mr. Thomas, fiscal 1992.
6
<PAGE>
OPTION GRANTS
The following table sets forth information regarding options granted in 1999
to each of the named executive officers pursuant to the Company's 1996 Long-Term
Incentive Plan.
OPTION GRANTS IN THE LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS POTENTIAL REALIZABLE
-------------------------------------------------------- VALUE AT ASSUMED
NUMBER OF PERCENTAGE OF ANNUAL RATES OF
SECURITIES TOTAL OPTIONS STOCK PRICE
UNDERLYING GRANTED TO APPRECIATION FOR
OPTIONS EMPLOYEES IN EXERCISE OR OPTION TERM(2)
GRANTED FISCAL YEAR BASE PRICE EXPIRATION ---------------------
NAME (SHARES)(1) 1999 ($ PER SHARE) DATE 5%($) 10%($)
- ---- ----------- ------------- ------------- ---------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
Kathy Bronstein................ 150,000 21.3% 15.125 9/22/09 1,426,805 3,615,803
Edmond Thomas.................. 150,000 21.3% 15.125 9/22/09 1,426,805 3,615,803
Barbara Bachman................ 10,000 1.4% 15.125 9/22/09 95,120 241,054
Sharon Hughes.................. 5,000 0.7% 15.125 9/22/09 47,560 120,527
Ann Cadier Kim................. 10,000 1.4% 15.125 9/22/09 95,120 241,054
</TABLE>
- ------------------------
(1) All options granted vest at the rate of 20% per year for the next five
years.
(2) Potential realizable value is based on the assumption that the stock price
of the Common Stock appreciates at the annual rate shown (compounded
annually) from the date of grant until the end of the ten year option term.
These numbers are calculated based on the requirements promulgated by the
Securities and Exchange Commission and do not reflect the Company's estimate
of future stock price performance.
7
<PAGE>
OPTION EXERCISE AND FISCAL YEAR-END VALUES
AGGREGATED OPTION/SAR EXERCISES IN THE LAST FISCAL YEAR
AND OPTION/SAR VALUES AT JANUARY 29, 2000
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES UNDERLYING VALUE OF UNEXERCISED
UNEXERCISED OPTIONS AT "IN-THE-MONEY" OPTIONS AT
SHARES JANUARY 29, 2000(#) JANUARY 29, 2000($)(1)
ACQUIRED ON VALUE --------------------------- ---------------------------
NAME EXERCISE(#) REALIZED($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- ----------- ----------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Kathy Bronstein........... 53,000 1,976,688 107,000 230,000 460,625 --
Edmond Thomas............. 40,000 1,395,000 120,000 230,000 550,000 --
Barbara Bachman........... 6,000 154,250 6,000 24,000 12,500 --
Sharon Hughes............. -- -- 6,500 11,000 17,188 --
Ann Cadier Kim............ 1,000 31,000 13,000 26,000 28,750 6,000
</TABLE>
- ------------------------
(1) Represents the market value of shares underlying "in-the-money" options on
January 29, 2000 less the option exercise price. Options are "in-the-money"
at the fiscal year end if the fair market value of the underlying securities
on such date exceeds the exercise or base price of the option.
RETIREMENT PLAN
Irving Teitelbaum, Kathy Bronstein and Edmond Thomas are participants in The
Wet Seal, Inc. Supplemental Executive Retirement Plan ("SERP"), an unfunded,
nonqualified retirement plan. According to the terms of the SERP, a
participant's "Annual Accrued Benefit" shall be $250,000 which may be increased
upward, if applicable, based on the "Pre-Tax Profit Percentage" (as defined in
the SERP) for the three full fiscal years of the Company preceding the date the
participant's service with the Company is terminated, as follows:
<TABLE>
<CAPTION>
3-YEAR AVERAGE PRE-TAX PROFIT PERCENTAGE ANNUAL ACCRUED BENEFIT
- ---------------------------------------- ----------------------
<S> <C>
if 4.25% or greater but less than 4.75%.................. $300,000
if 4.75% or greater but less than 5.25%.................. $350,000
if 5.25% or greater but less than 5.75%.................. $400,000
if 5.75% or greater but less than 7.00%.................. $450,000
if 7.00% or greater...................................... $500,000
</TABLE>
A participant is entitled to receive benefits under the SERP upon his or her
Normal Retirement Date (the first day of the month following the date the
participant's service with the Company as an officer or executive has
terminated, and which occurs at or after the date the participant has attained
22.5 years of service with the Company). A participant may receive an early
retirement benefit equal to his or her Annual Accrued Benefit reduced by 1/2 of
1% per month for the number of months his or her retirement precedes his or her
Normal Retirement Date. The normal form of benefit is a straight life annuity,
ending in the month in which the participant dies. The Annual Accrued Benefit is
payable in 12 equal monthly installments a year. The participant may choose to
receive the benefit in the form of a 50% joint and survivor annuity. Benefits
under the SERP are forfeitable upon a termination of employment for Cause (as
defined in the SERP). Benefits under the SERP are provided by the Company on a
noncontributory basis.
DIRECTOR COMPENSATION
All directors who are not directly affiliated with the Company as well as
one director who is affiliated receive a fee of $5,000 for each board meeting
attended, with a minimum yearly fee of $20,000. All directors are reimbursed for
expenses connected with attendance at the meetings of the Board of
8
<PAGE>
Directors. An additional fee of $1,000 is paid to non-employee directors for
each Audit Committee meeting attended.
All directors who are not directly affiliated with the Company as well as
one director who is affiliated were granted stock options of 10,000 shares each
in fiscal 1999 and 5,000 shares each in fiscal 1997 pursuant to the Company's
1996 Long-Term Incentive Plan. Two directors who are affiliated with the Company
were granted stock options of 75,000 shares each in fiscal 1999 and 100,000
shares each in fiscal 1997 pursuant to the Company's 1996 Long-Term Incentive
Plan. The options vest at the rate of 20% per year for the next five years.
All directors, except one, who are not directly affiliated with the Company
as well as one director who is affiliated were granted stock options of 10,000
shares each in fiscal 1994 pursuant to the Company's 1994 Long-Term Incentive
Plan. One independent director was granted 15,000 options in fiscal 1996. The
options vest at the rate of 20% per year for the next five years.
EMPLOYMENT AGREEMENTS
KATHY BRONSTEIN
Kathy Bronstein has served as the Chief Executive Officer of the Company
since March 1992. On December 30, 1988, in her former position of Executive Vice
President and General Merchandise Manager, Ms. Bronstein entered into an
employment agreement with the Company. Under this agreement, as amended,
Ms. Bronstein is entitled to a base salary of $550,000 per annum, adjusted
annually by a performance bonus of 0.5% ( 1/2 of 1%) of the pre-tax profits of
the Company for the preceding fiscal year to the extent this amount exceeds the
aggregate cash dividends Ms. Bronstein is eligible to receive on her holdings of
the Company's capital stock referable to the same fiscal year. This adjustment
is not cumulative and is in lieu of any salary review or cost of living
adjustments. Ms. Bronstein also receives an incentive bonus of 3.5% of the
pre-tax profits of the Company (as defined in the agreement) for each fiscal
year.
In January 1995, Ms. Bronstein's employment agreement was amended to provide
automatic extensions to the term of her employment agreement as well as
termination benefits upon the occurrence of certain trigger events. In the event
of a trigger event, the employment agreement is terminated and Ms. Bronstein is
entitled to receive an immediate payment approximately equal to three years of
Ms. Bronstein's current base salary and bonus during the last three fiscal
years. Trigger events include a "change in control" AND either
(i) Ms. Bronstein's election to resign within 90 days of a material change in
Ms. Bronstein's rights and duties or (ii) Ms. Bronstein's termination by the
Company without cause. A "change in control" means (i) the disposition or
conversion by a Class B stockholder (other than Ms. Bronstein) of a majority of
that stockholder's Class B shares or (ii) the acquisition of more than 50% of
the voting power in a Class B stockholder or the ability to control the
disposition or voting of a Class B stockholder's shares AND a majority of the
Board of Directors of the Company ceases to be those in office two years prior
to the change in control ("Continuing Directors") or those elected by a majority
of other Continuing Directors. In addition, upon a change in control (regardless
of the termination of the employment agreement), Ms. Bronstein's stock options
become immediately exercisable. In the event that the total payments made to
Ms. Bronstein upon the occurrence of a trigger event result in "excess parachute
payments" under the Internal Revenue Code of 1986, as amended, the Company would
be obligated to pay the excise tax due on such amount and any income tax
obligations arising from reimbursement of any such excise taxes.
Ms. Bronstein's agreement expires on January 30, 2005. The agreement
automatically extends for an additional year on the first day of each subsequent
fiscal year. These automatic extensions may be terminated by either party at any
time upon prior written notice. She has agreed not to compete with the Company
during the term of her employment and for a period of two (2) years thereafter.
She is provided with a car by the Company.
9
<PAGE>
The Company has obtained "key man" life insurance in the amount of
$3.0 million payable to the Company in the event of Ms. Bronstein's death while
employed by the Company.
EDMOND THOMAS
Edmond Thomas has served as the Company's President and Chief Operating
Officer since March 17, 1994. On June 22, 1992, in his former position of
Executive Vice President and Chief Operating Officer, he entered into an
employment agreement with the Company. Under this agreement, as amended,
Mr. Thomas is entitled to a base salary of $550,000 per annum plus an annual
performance bonus adjustment of 0.5% ( 1/2 of 1%) of the pre-tax profits of the
Company for the preceding fiscal year to the extent this amount exceeds the
aggregate cash dividends Mr. Thomas is eligible to receive on his holdings of
the Company's capital stock referable to the same fiscal year. This adjustment
is non cumulative and is in lieu of any salary review or cost of living
adjustments. Mr. Thomas also receives an incentive bonus of 2% of the pre-tax
profits of the Company (as defined in the agreement) for each fiscal year.
In January 1995, Mr. Thomas' employment agreement was amended to provide
automatic extensions to the term of his employment agreement as well as
termination benefits upon the occurrence of certain trigger events. In the event
of a trigger event, the employment agreement is terminated and Mr. Thomas is
entitled to receive an immediate payment approximately equal to three years of
Mr. Thomas' current base salary and bonus during the last three fiscal years.
Trigger events include a "change in control" AND either (i) Mr. Thomas' election
to resign within 90 days of a material change in Mr. Thomas' rights and duties
or (ii) Mr. Thomas' termination by the Company without cause. A "change in
control" means (i) the disposition or conversion by a Class B stockholder of a
majority of that stockholder's Class B shares or (ii) the acquisition of more
than 50% of the voting power in a Class B stockholder or the ability to control
the disposition or voting of a Class B stockholder's shares AND a majority of
the Board of Directors of the Company ceases to be those in office two years
prior to the change in control ("Continuing Directors") or those elected by a
majority of other Continuing Directors. In addition, upon a change in control
(regardless of the termination of the employment agreement), Mr. Thomas' stock
options become immediately exercisable. In the event that the total payments
made to Mr. Thomas upon the occurrence of a trigger event result in "excess
parachute payments" under the Internal Revenue Code of 1986, as amended, the
Company would be obligated to pay the excise tax due on such amount and any
income tax obligations arising from reimbursement of any such excise taxes.
Mr. Thomas' agreement expires on January 30, 2005. The agreement
automatically extends for an additional year on the first day of each subsequent
fiscal year. These automatic extensions may be terminated by either party at any
time upon prior written notice. He has agreed not to compete with the Company
during the term of his employment and for a period of two (2) years thereafter.
He is provided with a car by the Company.
The Company has obtained "key man" life insurance in the amount of
$5.0 million payable to the Company in the event of Mr. Thomas' death while
employed by the Company.
BUSINESS RELATIONSHIPS
In fiscal year ended January 29, 2000, a fee of $437,500, in fiscal year
ended January 30, 1999, a fee of $375,000 and in fiscal year ended January 31,
1998, a fee of $250,000 was paid to First Canada Management Consultants Limited,
a company controlled by Irving Teitelbaum, for the services of Irving
Teitelbaum, Chairman of the Board of the Company, and Stephen Gross, Corporate
Secretary of the Company, respectively.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Irving Teitelbaum, Wilfred Posluns and George H. Benter, Jr. serve as
members of the Compensation Committee. Mr. Teitelbaum also serves as Chairman of
the Board of the Company.
10
<PAGE>
REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION
The primary duties of the Compensation Committee include: (i) reviewing the
compensation levels of the Company's primary executive officers and certain
other members of senior management, (ii) consulting with and making
recommendations to the Company's Option Committee regarding the Company's
overall policy of granting options and awards under the Company's long-term
incentive plans, (iii) monitoring the performance of senior management, and
(iv) related matters. A decision to employ any person with an annual
compensation of $150,000 or more (or any increase in annual compensation to
$150,000 or more) must be approved by the Compensation Committee. The
Compensation Committee is comprised entirely of non-employee Directors.
COMPENSATION PHILOSOPHY
The Company's executive compensation programs are based upon the recognition
that The Wet Seal, Inc. competes in a creative industry in which it is critical
to stay current with rapidly changing trends and styles. Competition is intense
for talented executives who can successfully guide a company in this type of
competitive environment. Therefore, the Company's compensation programs are
designed to provide total compensation packages that will both attract talented
individuals to the Company as well as provide rewards based upon the Company's
long-term success.
With these principles in mind, the Compensation Committee has set forth the
following guidelines:
1. Provide base salaries which are competitive in the retail clothing
industry to attract and retain talented individuals;
2. Provide annual bonuses that are tied to the Company's short-term
performance to align the interests of the Company's executives with those of
its stockholders; and
3. Provide long-term incentive benefits which will reward long-term
commitment to the Company.
COMPENSATION OF EXECUTIVE OFFICERS
Base salaries for executive officers are established with a view to the
responsibilities of the position and the experience of the individual. Salary
levels are also fixed with reference to comparable companies in retail and
related trades. The salaries of key executive officers and the incentive plans
in which they participate are reviewed annually by the Compensation Committee in
light of the Committee's assessment of individual performance, contribution to
the Company and level of responsibility.
The Chief Executive Officer (the "CEO") and the President and Chief
Operating Officer are eligible pursuant to their employment agreements to
receive annual cash bonuses of 3.5% and 2%, respectively, of the Company's
pre-tax profit. The Compensation Committee believes that tying annual cash
bonuses to the Company's profitability aligns the interests of management with
stockholders and encourages intensive efforts to attain and increase
profitability. The CEO and the President and Chief Operating Officer of the
Company earned cash bonuses in fiscal 1999 in the amounts of $834,470 and
$476,840, respectively.
The Company also maintains an employee stock bonus plan in which the top
executives of the Company are eligible to participate. Awards under this plan to
executives are calculated by multiplying the Company's fiscal year-end pre-tax
profit as a percentage of sales by the executive's base salary and dividing such
amount by the price of the Company's Class A Common Stock as of the end of the
fiscal year. Grants under the stock bonus plan vest over a period of three
years.
Stock options are granted to executive officers and other key employees
whose contributions are considered important to the long-term success of the
Company pursuant to the Company's long-term incentive plans. Stock options have
historically been granted by the Option Committee on a case-by-case basis based
upon the Board's evaluation of an individual's past contributions and potential
future
11
<PAGE>
contributions to the Company. In granting stock options, the Option Committee
takes into consideration the anticipated long-term contributions of an
individual to the potential growth and success of the Company, as well as the
number of options previously granted to the individual.
COMPENSATION OF THE CHIEF EXECUTIVE OFFICER
Since March 1992, Kathy Bronstein has served as CEO of the Company.
Ms. Bronstein received a base salary of $375,000 in fiscal 1995. In
December 1995, Ms. Bronstein's employment agreement was amended to increase her
base salary to $550,000. The Compensation Committee deemed this increase
appropriate in light of the Company's recent performance and the successful
acquisition of the Contempo Casuals chain, which substantially increased the
size of the Company. As the Company continues to adapt to a changed environment
in the women's retail apparel industry, the Compensation Committee believes that
Ms. Bronstein's experience and capabilities will be critical in enabling the
Company to remain competitive and profitable. Ms. Bronstein is eligible to
receive a non-cumulative annual adjustment (in lieu of a cost of living
adjustment) to her base salary of 0.5% of the pre-tax profits of the Company for
the preceding fiscal year to the extent this amount exceeds the aggregate cash
dividends Ms. Bronstein is eligible to receive on her holdings of Company common
stock for the same fiscal year. Ms. Bronstein received such an adjustment in
fiscal 1999. See "Executive Compensation and Other Information-Employment
Agreements." Ms. Bronstein is also eligible to receive an annual cash bonus
pursuant to her employment agreement of 3.5% of the pre-tax profits of the
Company for each fiscal year. Under this formula, Ms. Bronstein earned a cash
bonus in fiscal 1999 in the amount of $834,470.
LIMITATIONS ON DEDUCTIBILITY OF EXECUTIVE COMPENSATION
Section 162(m) of the Internal Revenue Code of 1986, as amended, enacted as
part of the Revenue Reconciliation Act of 1993, limits the deductibility of
compensation paid to certain executive officers of the Company beginning with
the Company's taxable year 1994. To qualify for deductibility under
Section 162(m), compensation in excess of $1 million per year paid to the Chief
Executive Officer and the four other most highly compensated executive officers
at the end of such fiscal year generally must be either (1) paid pursuant to a
written binding contract in effect on February 17, 1993 or
(2) "performance-based" compensation as determined under Section 162(m). In
order to be considered "performance-based" for this purpose, compensation must
be paid solely on account of the attainment of one or more pre-established
performance goals established by a committee of two or more "outside directors,"
pursuant to an arrangement that has been disclosed to and approved by
stockholders. Also, in order for an arrangement to give rise to fully deductible
"performance-based" compensation, the terms of the arrangement must preclude the
exercise of any discretion in the administration of the plan that would have the
effect of increasing compensation paid thereunder.
POLICY WITH RESPECT TO QUALIFYING COMPENSATION DEDUCTIBILITY
The Company's policy with respect to the deductibility limit of
Section 162(m) of the Code generally is to preserve the federal income tax
deductibility of compensation paid when it is appropriate and is in the best
interest of the Company and its stockholders. However, the Company reserves the
right to authorize the payment of non-deductible compensation if it deems that
it is appropriate.
The Compensation Committee
Irving Teitelbaum
Wilfred Posluns
George H. Benter, Jr.
12
<PAGE>
STOCK PRICE PERFORMANCE GRAPH
The following graph compares the cumulative stockholder return on the
Company's Class A Common Stock with the return on the Total Return Index for the
Nasdaq Stock Market (US) and the Nasdaq Retail Trade Stocks. The Performance
Graph assumes $100 invested on January 27, 1995 in the stock of The Wet
Seal, Inc., the Nasdaq Stock Market (US) and the Nasdaq Retail Trade Stocks. It
also assumes that all dividends are reinvested.
PERFORMANCE GRAPH
FOR THE WET SEAL, INC. CLASS A COMMON STOCK
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
NASDAQ STOCK NASDAQ RETAIL
DOLLARS THE WET SEAL, INC. MARKET (US) TRADE STOCKS
<S> <C> <C> <C>
1/27/95* 100 100 100
2/2/96* 184 142 112
1/31/97* 503 184 138
1/30/98* 766 218 161
1/29/99* 941 340 197
1/28/00* 275 513 161
</TABLE>
- ------------------------
* Date closest to the Company's fiscal year end.
The historical stock performance shown on the graph is not necessarily
indicative of future price performance.
13
<PAGE>
PRINCIPAL STOCKHOLDERS
The following table sets forth information regarding the beneficial
ownership of the Company's Common Stock as of April 12, 2000, for (i) each
person known to the Company to have beneficial ownership of more than 5% of each
class of the Company's capital stock; (ii) each of the Company's directors;
(iii) each of the Company's executive officers designated in the Summary
Compensation Table; and (iv) all directors and officers of the Company as a
group. As of April 12, 2000, there were 10,904,023 and 2,912,665 shares of
Class A Common Stock and Class B Common Stock outstanding, respectively.
<TABLE>
<CAPTION>
% % %
BENEFICIAL BENEFICIAL BENEFICIAL PERCENT
NUMBER OWNERSHIP NUMBER OWNERSHIP OWNERSHIP OF VOTE OF
OF SHARES OF SHARES OF SHARES OF SHARES OF ALL CLASSES ALL CLASSES
NAME OF CLASS A OF CLASS A OF CLASS B OF CLASS B OF STOCK OF STOCK
- ---- ---------- ---------- ---------- ---------- -------------- -----------
<S> <C> <C> <C> <C> <C> <C>
Los Angeles Express Fashions, Inc. (Suzy Shier
Equities, Inc. Subsidiary) (1)............... -- -- 1,455,000 50.0% 11.7% 18.9%
1604 St. Regis Blvd. Dorval, Quebec, Canada
H9P1H6
3254127 Canada, Inc. (GTHI Subsidiary) (1)..... -- -- 815,573 28.0% 6.5% 10.6%
1604 St. Regis Blvd. Dorval, Quebec, Canada
H9P1H6
Suzy Shier Equities, Inc. (Suzy Shier Ltd.
Subsidiary) (1).............................. 290,500 3.0% 175,000 6.0% 3.7% 4.2%
1604 St. Regis Blvd. Dorval, Quebec, Canada
H9P1H6
Suzy Shier Limited (1)......................... 58,000 * -- -- * *
1604 St. Regis Blvd. Dorval, Quebec, Canada
H9P1H6
First Canada Management Consultants Limited
(1).......................................... 40,000 * -- -- * *
1710 St. Regis Blvd. Dorval, Quebec, Canada
H9P1H6
Kathy Bronstein (2)............................ 112,341 1.2% 467,092 16.0% 4.6% 6.8%
Edmond Thomas (3).............................. 129,757 1.3% -- -- 1.0% *
Barbara Bachman (4)............................ 10,532 * -- * *
Sharon Hughes (4).............................. 10,002 * -- -- * *
Ann Cadier Kim (4)............................. 15,582 * -- -- * *
George H. Benter, Jr. (4)...................... 4,500 * -- -- * *
Walter F. Loeb (4)............................. 13,400 * -- -- * *
Wilfred Posluns (4)............................ 10,000 * -- -- * *
Gerald Randolph (4)............................ 3,000 * -- -- * *
Alan Siegel (4)................................ 2,000 * -- -- * *
Lazard Freres & Co. LLC (5).................... 967,030 10.1% -- -- 7.8% 6.3%
30 Rockefeller Plaza New York, New York 10020
Mellon Financial Corporation (6)............... 692,407 7.2% -- -- 5.6% 4.5%
One Mellon Center Pittsburgh, Pennsylvania
15258
FMR Corp. (7).................................. 501,700 5.2% -- -- 4.0% 3.3%
82 Devonshire Street Boston, Massachusetts
02109
All directors and officers as a group
(13 individuals)............................. 706,415 7.1% 2,912,665 100.0% 28.3% 41.6%
</TABLE>
- ------------------------------
* Less than 1%
(1) Los Angeles Express Fashions, Inc., 3254127 Canada, Inc., Suzy Shier
Equities, Inc., Suzy Shier Limited and First Canada Management Consultants
Limited are directly or indirectly controlled by Irving Teitelbaum, Chairman
of the Board, and Stephen Gross, Secretary and a director of the Company.
These stockholders beneficially own shares which in the aggregate represent
approximately 34.1% of the total voting power with respect to the Company.
Shares held by First Canada Management Consultants Limited include options
representing the immediate right to purchase 40,000 shares of Class A Common
Stock.
(2) Ms. Bronstein has sole voting and dispositive power with respect to all of
the stated holdings of Class A and Class B Common Stock. Shares held include
options representing the immediate right to purchase 107,000 shares of Class
A Common Stock. Ms. Bronstein also holds options to purchase an additional
230,000 shares of Class A Common Stock which become exercisable over the
next five years.
14
<PAGE>
(3) Mr. Thomas has sole voting and dispositive power with respect to all of the
stated holdings of Class A Common Stock. Shares held include options
representing the immediate right to purchase 120,000 shares of Class A
Common Stock. Mr. Thomas also holds options to purchase an additional
230,000 shares of Class A Common Stock which become exercisable over the
next five years.
(4) Shares held include options representing the immediate right to purchase the
following shares of Class A Common Stock: Ms. Bachman-6,000; Ms.
Hughes-6,500; Ms. Cadier Kim-13,000; Messrs. Benter and Randolph-3,000 each;
Mr. Loeb-12,000; Mr. Posluns-10,000 and Mr. Siegel-2,000.
(5) As reported in a Schedule 13G/A dated January 28, 2000, Lazard Freres & Co.
LLC ("Lazard") beneficially owns 967,030 shares of the Class A Common Stock
of the Company.
(6) As reported in a Schedule 13G dated January 25, 2000, Mellon Financial
Corporation ("Mellon") beneficially owns 692,407 shares of the Class A
Common Stock of the Company.
(7) As reported in a Schedule 13G/A dated February 14, 2000, FMR Corp.
beneficially owns 501,700 shares of the Class A Common Stock of the Company.
PROPOSAL #2
RATIFICATION OF AUDITORS
The Board of Directors, after consideration of the recommendation of the
Audit Committee, has nominated the independent public accounting firm of
Deloitte & Touche LLP as the Company's independent auditors for the fiscal year
2000. Stockholders will be asked to ratify the nomination of the Board of
Directors. Deloitte & Touche LLP has served as the Company's auditors since
fiscal 1989. Representatives of Deloitte & Touche LLP are expected to be present
at the Annual Meeting and will be available to make a statement if they desire
and are expected to respond to appropriate inquiries from the stockholders.
Although ratification of the auditors by stockholders is not legally required,
the Company's Board of Directors believes such ratification to be in the best
interest of the Company.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
The federal securities laws require the filing of certain reports by
officers, directors and beneficial owners of more than 10% of the Company's
securities with the Securities and Exchange Commission. Specific due dates have
been established and the Company is required to disclose in this Proxy Statement
any failure to file by these dates. Based solely on a review of copies of the
filings furnished to the Company, the Company believes that during fiscal 1999,
all such filing requirements were satisfied by the Company's officers, directors
and ten percent (10%) stockholders.
OTHER MATTERS
The Board of Directors knows of no other business to come before the Annual
Meeting. However, if any other matters are properly brought before the Annual
Meeting, the persons named in the accompanying form of Proxy or their
substitutes will vote in their discretion on such matters.
The cost of this solicitation or proxies will be borne by the Company.
Arrangements may be made with brokerage houses, custodians, nominees and
fiduciaries to send proxies and materials to their principals and, upon request,
the Company will reimburse them for their expenses in so doing.
STOCKHOLDER PROPOSALS FOR PRESENTATION
AT 2001 ANNUAL MEETING
If a Stockholder of the Company wishes to present a proposal for
consideration at the next Annual Meeting of Stockholders, the proposal must be
received at the executive offices of the Company no later than December 25,
2000, to be considered for inclusion in the Company's Proxy Statement and form
of Proxy for that Annual Meeting.
15
<PAGE>
- Please Detach and Mail in the Envelope Provided -
- -------------------------------------------------------------------------------
PROXY THE WET SEAL, INC. PROXY--2000 ANNUAL MEETING PROXY
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING MAY 31, 2000
The undersigned, a stockholder of The Wet Seal, Inc., a Delaware corporation,
appoints Kathy Bronstein and Edmond Thomas, or either of them, his true and
lawful agents and proxies, each with full power of substitution, to vote all
shares of stock that the undersigned would be entitled to vote if personally
present at the Annual Meeting of Stockholders of The Wet Seal, Inc. to be
held at the Westin South Coast Plaza, 686 Anton Blvd., Costa Mesa, California
92626 on May 31, 2000, at 10:00 a.m., and any adjournment thereof, with
respect to the following matters which are more fully explained in the Proxy
Statement of the Company dated April 24, 2000, receipt of which is
acknowledged by the undersigned:
NEW ADDRESS:
-------------------------------
Check here for / / --------------------------------------------
address change
--------------------------------------------
--------------------------------------------
(Continued and to be signed and
dated on reverse side)
<PAGE>
- Please Detach and Mail in the Envelope Provided -
- -------------------------------------------------------------------------------
/X/ PLEASE MARK YOUR
VOTES AS IN THIS
EXAMPLE.
FOR WITHHOLD
ALL NOMINEES AUTHORITY
1. Election of / / / /
Directors
NOMINEES:
George H. Benter, Jr., Kathy Bronstein, Stephen Gross, Walter F. Loeb,
Wilfred Posluns, Gerald Randolph, Alan Siegel, Irving Teitelbaum, Edmond Thomas
Instruction: To withhold authority to vote for any individual nominee, write
that nominee's name on the space provided below.
- -------------------------------------------------------------------------------
FOR ABSTAIN AGAINST
2. Ratification of the selection by / / / / / /
the Board of Directors of Deloitte &
Touche LLP as Independent Auditors
for the Company for the year ending
February 3, 2001.
3. Such other matters as may properly come before the Annual Meeting. The
Board of Directors at present knows of no other matters to be brought before
the Annual Meeting.
This proxy will be voted in accordance with the instructions given. If no
direction is made, the shares represented by this proxy will be voted FOR
proposals 1 and 2 and will be voted in accordance with the discretion of the
proxies upon all other matters which may come before the Annual Meeting.
IMPORTANT: PLEASE VOTE, DATE, SIGN AND RETURN THE PROXY CARD PROMPTLY USING
THE ENCLOSED POSTAGE-PAID ENVELOPE.
SIGNATURE(S) DATE
----------------------------------------- -----------------
Note: Please sign exactly as name appears hereon. Joint owners should each
sign. When signing as attorney, executor, administrator, trustee or
guardian, please give full title as such.
