<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF
THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant {X}
Filed by a Party other than the Registrant { }
Check the appropriate box:
{ } Preliminary Proxy Statement
{x } Definitive Proxy Statement
{ } Definitive Additional Materials { }
Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
{ } Confidential, for Use of the Commission only (as permitted by
Rule 14a-6(e)(2))
RESTORATION HARDWARE, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
{x} No Fee Required.
{ } Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
{ } Fee paid previously with preliminary materials:
{ } Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
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RESTORATION HARDWARE, INC.
------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JUNE 18, 1999
TO THE STOCKHOLDERS OF RESTORATION HARDWARE, INC.:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of
Restoration Hardware, a Delaware corporation (the 'Company') will be held on
Friday, June 18, 1999, at 11:00 a.m. Pacific Daylight Saving Time in the
Paradise Park located at 3450 Paradise Drive, Tiburon, California 94925, for the
following purposes, as more fully described in the Proxy Statement accompanying
this Notice:
1. To elect three directors to serve for a three-year term ending in the
year 2002 or until their successors are duly elected and qualified;
2. To ratify the appointment of Deloitte & Touche LLP as independent
auditors of the Company for the year ending January 29, 2000; and
3. To transact such other business as may properly come before the meeting
or any adjournment or adjournments thereof.
Only stockholders of record at the close of business on April 19, 1999 are
entitled to notice of and to vote at the Annual Meeting. The stock transfer
books of the Company will remain open between the record date and the date of
the meeting. A list of stockholders entitled to vote at the Annual Meeting will
be available for inspection at the executive offices of the Company.
All stockholders are cordially invited to attend the meeting in person.
Whether or not you plan to attend, please sign and return the enclosed Proxy as
promptly as possible in the envelope enclosed for your convenience. Should you
receive more than one Proxy because your shares are registered in different
names and addresses, each Proxy should be signed and returned to assure that all
your shares will be voted. You may revoke your Proxy at any time prior to the
Annual Meeting. If you attend the Annual Meeting and vote by ballot, your Proxy
will be revoked automatically and only your vote at the Annual Meeting will be
counted.
Sincerely,
Thomas Low
Secretary
Corte Madera, California
May 12, 1999
YOUR VOTE IS VERY IMPORTANT, REGARDLESS OF THE NUMBER OF SHARES YOU OWN. PLEASE
READ THE ATTACHED PROXY STATEMENT CAREFULLY, COMPLETE, SIGN AND DATE THE
ENCLOSED PROXY CARD AS PROMPTLY AS POSSIBLE AND RETURN IT IN THE ENCLOSED
ENVELOPE.
<PAGE> 3
RESTORATION HARDWARE, INC.
15 KOCH ROAD, SUITE J
CORTE MADERA, CALIFORNIA 94925
------------------------
PROXY STATEMENT
FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 18, 1999
GENERAL
The enclosed Proxy ("Proxy") is solicited on behalf of the Board of
Directors of Restoration Hardware, Inc., a Delaware corporation (the "Company"),
for use at the Annual Meeting of Stockholders to be held on June 18, 1999 (the
"Annual Meeting"). The Annual Meeting will be held in Paradise Park located at
3450 Paradise Drive, Tiburon, California 94925. These Proxy solicitation
materials were mailed on or about May 12, 1999, to all stockholders entitled to
vote at the Annual Meeting.
VOTING
The specific proposals to be considered and acted upon at the Annual
Meeting are summarized in the accompanying Notice and are described in more
detail in this Proxy Statement. On April 19, 1999, the record date for
determination of stockholders entitled to notice of and to vote at the Annual
Meeting, 16,398,172 shares of the Company's common stock, par value $.0001
("Common Stock"), were issued and outstanding. No shares of the Company's
preferred stock, par value $.0001, were outstanding. Each stockholder is
entitled to one vote for each share of Common Stock held by such stockholder on
April 19, 1999. Stockholders may not cumulate votes in the election of
directors.
All votes will be tabulated by the inspector of election appointed for the
meeting, who will separately tabulate affirmative and negative votes,
abstentions and broker non-votes. Abstentions and broker non-votes are counted
as present for purposes of determining the presence or absence of a quorum for
the transaction of business. Abstentions will be counted towards the tabulations
of votes cast on proposals presented to the stockholders and will have the same
effect as negative votes, whereas broker non-votes will not be counted for
purposes of determining whether a proposal has been approved.
PROXIES
If the enclosed form of Proxy is properly signed and returned, the shares
represented thereby will be voted at the Annual Meeting in accordance with the
instructions specified thereon. If the Proxy does not specify how the shares
represented thereby are to be voted, the Proxy will be voted FOR the election of
the directors
<PAGE> 4
proposed by the Board unless the authority to vote for the election of such
directors is withheld and, if no contrary instructions are given, the Proxy will
be voted FOR the ratification of the appointment of Deloitte & Touche LLP as
independent auditors for the year ending January 29, 2000. You may revoke or
change your Proxy at any time before the Annual Meeting by filing with the
Secretary of the Company at the Company's principal executive offices at 15 Koch
Road, Suite J, Corte Madera, California 94925, a notice of revocation or another
signed Proxy with a later date. You may also revoke your Proxy by attending the
Annual Meeting and voting in person.
SOLICITATION
The Company will bear the entire cost of solicitation, including the
preparation, assembly, printing and mailing of this Proxy Statement, the Proxy
and any additional solicitation materials furnished to the stockholders. Copies
of solicitation materials will be furnished to brokerage houses, fiduciaries and
custodians holding shares in their names that are beneficially owned by others
so that they may forward this solicitation material to such beneficial owners.
In addition, the Company may reimburse such persons for their costs in
forwarding the solicitation materials to such beneficial owners. The original
solicitation of Proxies by mail may be supplemented by a solicitation by
telephone, telegram or other means by directors, officers or employees of the
Company. No additional compensation will be paid to these individuals for any
such services. Except as described above, the Company does not presently intend
to solicit Proxies other than by mail.
DEADLINE FOR RECEIPT OF STOCKHOLDER PROPOSALS
Proposals of stockholders of the Company that are intended to be presented
by such stockholders at the Company's 2000 Annual Meeting must be received no
later than January 15, 2000, in order that they may be included in the Proxy
Statement and form of Proxy relating to that meeting. In addition, the Proxy
solicited by the Board of Directors for the 2000 Annual Meeting will confer
discretionary authority to vote on any stockholder proposal presented at that
meeting, unless the Company receives notice of such proposal not later than
March 28, 2000.
MATTERS TO BE CONSIDERED AT ANNUAL MEETING
PROPOSAL ONE: ELECTION OF DIRECTORS
GENERAL
The Company's Certificate of Incorporation provides for a classified Board
of Directors consisting of three classes of directors with staggered three-year
terms, with each class consisting, as nearly as possible, of one-third of the
total number of directors. The Board currently consists of nine persons. The
class whose term of office expires at the Annual Meeting currently consists of
three directors. The directors
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<PAGE> 5
elected to this class will serve for a term of three years, expiring at the 2002
annual meeting of stockholders or until their successors have been duly elected
and qualified. All of the nominees listed below are currently directors of the
Company.
The nominees for election have agreed to serve if elected, and management
has no reason to believe that such nominees will be unavailable to serve. In the
event the nominees are unable or decline to serve as directors at the time of
the Annual Meeting, the Proxies will be voted for any nominee who may be
designated by the present Board of Directors to fill the vacancy. Unless
otherwise instructed, the Proxy holders will vote the Proxies received by them
FOR the nominees named below.
NOMINEES FOR TERM ENDING UPON THE 2002 ANNUAL MEETING OF STOCKHOLDERS
Damon Ball, 41, has been a director of the Company since May 1997. Mr. Ball
has been a Senior Vice President of Desai Capital Management Incorporated
("DCMI") since December 1993 and, for more than five years prior thereto, served
as a Vice President of DCMI. DCMI is a specialized equity investment management
firm which manages the assets of various institutional clients, including
Private Equity Investors III, L.P. and Equity-Linked Investors II. Mr. Ball
received his B.A. in Economics and Political Science from the University of
Pennsylvania and his M.B.A. degree from the Harvard Business School.
Raymond Hemmig, 49, joined the Board of Directors in June 1994. He has
served as Chairman of the Board of Ace Cash Express, Inc., a chain of retail
financial services stores, since 1988 and Chairman, Chief Executive Officer and
General Partner of Retail & Restaurant Growth Capital, L.P., a private
investment partnership since 1995. Mr. Hemmig served as Chief Executive Officer
of ACE from 1988 to 1994. Previously, Mr. Hemmig was a foodservice, retail and
franchise industries consultant from 1985 to 1988. He served as Executive Vice
President of Grandy's Inc., a subsidiary of Saga Corp., from 1983 to 1985, and
was Vice President and Chief Operating Officer of Grandy's Country Cookin', the
predecessor restaurant company, from 1980 to 1983. He also worked with Hickory
Farms of Ohio, Inc. from 1973 to 1980 in various operational and executive
positions. He is a director of Party City, a publicly held discount party supply
retailer, and Elizabeth Arden Red Door Salons, Inc., an operator of day spas.
Millard Drexler, 54, joined the Board of Directors in August 1998. He has
served as Chief Executive Officer of The Gap, Inc., an international specialty
retailer which operates stores selling casual apparel, personal care and other
accessories for men, women and children under a variety of brands including Gap,
GapKids, BabyGap, Banana Republic and Old Navy, since 1995, and was President
and Chief Executive Officer of the Gap Division since 1987. Previously, Mr.
Drexler was the Chief Operating Officer of The Gap, Inc. from 1993 to 1995. He
served as Chief Executive Officer of the Banana Republic division from 1987 to
1997.
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CONTINUING DIRECTORS FOR TERM ENDING UPON THE 2000 ANNUAL MEETING OF
STOCKHOLDERS
Robert Camp, 56, joined the Board of Directors in June 1994. He is the
former CEO of Pier 1, Inc. and was associated with that firm from 1967 to 1985.
In 1971, Mr. Camp co-founded Import Bazaar Ltd., a Canadian based import
business, which was subsequently sold to Pier 1. In 1986, he founded Simpson and
Fisher Companies, Inc., a specialty retail holding company. He owns and operates
Hero's Welcome Inc., a general store and mail order operation, which he and his
wife founded in 1993. He is a graduate of the University of Washington.
David Ferguson, 43, has been a general partner of Chase Capital Partners,
the sole general partner of Chase Ventures and an affiliate of Chase Securities,
for the last five years. He has been a director of the Company since May 1997.
Mr. Ferguson currently serves as a director of Guitar Center, Inc., a music
specialty retailer, Wild Oats Markets, Inc., a natural foods retailer, and
various privately held companies. Mr. Ferguson received his B.A. from Loyola
College in Baltimore, Maryland and his M.B.A. from The Wharton School of the
University of Pennsylvania. Mr. Ferguson is a C.P.A.
Marshall Payne, 42, joined the Board of Directors in June 1994. He has been
with Cardinal Investment Company, Inc. since 1983 and is currently Vice
President. Mr. Payne also serves on the board of several private and the
following public companies: Ace Cash Express, Inc., a chain of retail financial
services stores, and Leslie Building Products, Inc., a building products
manufacturer. Mr. Payne received his B.A. from Stanford University and his
M.B.A. from Harvard Business School.
CONTINUING DIRECTORS FOR TERM ENDING UPON THE 2001 ANNUAL MEETING OF
STOCKHOLDERS
Stephen Gordon, 48, founded the Company in 1980 and is currently the Chief
Executive Officer and Chairman of the Board. Mr. Gordon has successfully led the
Company through a long period of comparable store net sales growth and
consistent profitability at the store level. Until the recruitment of a
professional management team in 1994 and 1995, Mr. Gordon actively managed all
aspects of the business. He obtained his B.A. at Drew University and his M.A. in
Psychology from Humboldt State University.
Thomas Christopher, 51, is currently the President, Chief Operating Officer
and a Director. Mr. Christopher joined the Company in June 1994 as Executive
Vice President, Chief Operating Officer and Director. Prior to joining
Restoration Hardware, Mr. Christopher was with Barnes & Noble, Inc. for five
years where he served in various capacities, including Chief Executive Officer
of Bookstop Inc. and President of Barnes & Noble Superstores. Previously, Mr.
Christopher worked for 19 years at Pier 1 Imports, a national chain of home
furnishing retail stores, where he served in a variety of roles, including
Executive Vice President of Operations. He obtained his B.B.A. in Economics from
Kent State University.
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<PAGE> 7
Michael Lazarus, 43, joined the Board of Directors in January 1996. He
co-founded Weston Presidio Capital in 1991, a $300 million private equity fund
with offices in San Francisco and Boston. He serves as a Managing Partner. Prior
to the formation of Weston Presidio Capital, Mr. Lazarus served as Managing
Director and Director of the Private Placement Department of Montgomery
Securities since 1986. From 1983 to 1986, he was in senior management of
Berkeley International, an international venture capital firm. Mr. Lazarus was
with Price Waterhouse from 1977 to 1983. Mr. Lazarus is a director of Just For
Feet, Inc., an athletic footwear retailer, Guitar Center, Inc., a music
specialty retailer, and various privately held companies. Mr. Lazarus received
his B.A. in Accounting from Grove City College and is a C.P.A.
BOARD COMMITTEES AND MEETINGS
The Board of Directors held four meetings and acted by unanimous written
consent three times during the year ended January 30, 1999. The Board of
Directors has an Audit Committee, a Compensation Committee, a Real Estate
Committee and a Nominating Committee. Each director, except for Mr. Drexler,
attended or participated in 75% or more of the aggregate of (i) the total number
of meetings of the Board of Directors and (ii) the total number of meetings held
by all committees of the Board on which such director served during the year
ended January 30, 1999.
The Audit Committee currently consists of three directors, Mr. Ball, Mr.
Ferguson and Mr. Lazarus, and is primarily responsible for approving the
services performed by the Company's independent auditors and reviewing their
reports regarding the Company's accounting practices and systems of internal
accounting controls. The Audit Committee held five meetings during the year
ended January 30, 1999.
The Compensation Committee currently consists of three directors, Mr.
Drexler, Mr. Hemmig and Mr. Payne, and consisted of Mr. Camp, Mr. Hemmig and Mr.
Payne during the year ended January 30, 1999, and is primarily responsible for
reviewing and approving the Company's general compensation policies and
recommending compensation levels for the Company's executive officers. The
Compensation Committee also has the exclusive authority to administer the
Company's 1998 Stock Incentive Plan and to make option grants thereunder. The
Compensation Committee held two meetings and acted by unanimous written consent
two times during the year ended January 30, 1999.
The Real Estate Committee currently consists of four directors, Mr.
Christopher, Mr. Ball, Mr. Camp and Mr. Hemmig, and is primarily responsible for
evaluating and approving potential store locations. The Real Estate Committee
held six meetings and did not act by unanimous written consent during the year
ended January 30, 1999.
The Nominating Committee was established in January 1999 and currently
consists of Mr. Gordon, Mr. Lazarus and Mr. Ferguson and is primarily
responsible for nominating new members to the Company's Board of Directors. The
Nominating Committee did not hold any meetings or act by written consent during
the year ended January 30, 1999.
5
<PAGE> 8
DIRECTOR COMPENSATION
Under the Automatic Option Grant Program in effect under the Company's 1998
Stock Incentive Plan (the "1998 Plan"), each individual who was serving as a
non-employee Board member on June 19, 1998, the effective date of such program,
was automatically granted at that time an option to purchase 14,000 shares of
Common Stock, provided such person had not previously been in the Company's
employ. Each individual who first joins the Board as a non-employee director any
time after June 19, 1998, will receive, at the time of his or her initial
election or appointment, an option to purchase 7,000 shares of Common Stock,
provided such person has not previously been in the Company's employ. In
addition, on the date of each annual stockholders meeting, beginning with the
1999 Annual Meeting, each individual who is to continue to serve as a
non-employee Board member, whether or not such individual is standing for
re-election at that particular Annual Meeting, will be granted an option to
purchase 3,500 shares of Common Stock, provided such individual has not received
an option grant under the Automatic Option Grant Program within the preceding
six months. Each grant under the Automatic Option Grant Program will have an
exercise price per share equal to the fair market value per share of the
Company's Common Stock on the grant date, and will have a maximum term of 10
years, subject to earlier termination should the optionee cease to serve as a
member of the Board of Directors.
Each of Messrs. Ball, Camp, Ferguson, Hemmig, Lazarus and Payne, received
an automatic option grant on June 19, 1998, for 14,000 shares of the Company's
Common Stock. The exercise price per share in effect under each such option is
$19.00, the fair market value per share of Common Stock on the grant date. Mr.
Drexler received an automatic option grant on August 27, 1998, for 7,000 shares
of the Company's Common Stock at an exercise price of $27.88 per share the fair
market value per share of Common Stock on the grant date. Each option granted
under the Automatic Option Grant Program is immediately exercisable for all the
option shares, but any shares purchased under the option will be subject to
repurchase by the Company, at the exercise price paid per share, upon the
optionee's cessation of Board service prior to vesting in those shares. The
shares subject to each option grant will vest in a series of three (3)
successive equal annual installments upon the optionee's completion of each of
the three (3) years of service with the Company after the grant date.
Directors who were not employees of the Company or one of its subsidiaries
received meeting fees of $1,000 for each Board of Directors meeting attended
during the fiscal year ended January 30, 1999. Directors who were not employees
of the Company or one of its subsidiaries received meeting fees of $500 for each
Board of Directors Committee meeting attended during the fiscal year ended
January 30, 1999 and reimbursement of travel expenses. Effective January 1,
1999, non-employee Board members will receive an annual retainer fee of $5,000,
payable in $1,250 increments at the end of each calendar quarter. In addition,
for each Board of Directors meeting attended in such year over and above four
(4) Board meetings, each non-employee Board member will receive an additional
fee of $1,000, and for each meeting of a committee of the Board of Directors
attended in a calendar year over and above two
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(2) committee meetings, each non-employee Board member will receive an
additional fee of $500.
Under the Director Fee Option Grant Program in effect under the Company's
1998 Stock Incentive Plan (the "1998 Plan"), each non-employee Board member has
the opportunity to apply all or a portion of any annual $5,000 retainer fee
otherwise payable in cash to the acquisition of a below-market option grant. The
option grant will automatically be made on the first trading day in January in
the year for which the meeting fees would otherwise be payable in cash. The
option will have an exercise price per share equal to one-third of the fair
market value of the option shares on the grant date, and the number of shares
subject to the option will be determined by dividing the amount of the meeting
fee applied to the program by two-thirds of the fair market value per share of
Common Stock on the grant date. The option will become exercisable for the
option shares in a series of twelve (12) equal monthly installments over the
calendar year for which the election is to be in effect. However, the option
will become immediately exercisable for all the option shares upon (i) certain
changes in the ownership or control of the Company or (ii) the death or
disability of the optionee while serving as a Board member. Messrs. Camp,
Ferguson, Hemmig, Lazarus and Drexler each received an option grant under the
Director Fee Option Grant Program on January 4, 1999, for 326 shares of the
Company's Common Stock. The exercise price per share in effect under each such
option is $7.67, or one-third of the fair market value per share of Common Stock
on the grant date.
RECOMMENDATION OF THE BOARD OF DIRECTORS
THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR THE
ELECTION OF THE NOMINEES LISTED ABOVE.
PROPOSAL TWO: RATIFICATION OF INDEPENDENT AUDITORS
The Board of Directors has appointed the firm of Deloite & Touche LLP,
independent auditors for the Company during the fiscal 1998 year, to serve in
the same capacity for the year ending January 29, 2000, and is asking the
stockholders to ratify this appointment. The affirmative vote of a majority of
the shares represented and voting at the Annual Meeting is required to ratify
the selection of Deloite & Touche LLP.
In the event the stockholders fail to ratify the appointment, the Board of
Directors will reconsider its selection. Even if the selection is ratified, the
Board of Directors in its discretion may direct the appointment of a different
independent auditing firm at any time during the year if the Board of Directors
believes that such a change would be in the best interests of the Company and
its stockholders.
A representative of Deloite & Touche LLP is expected to be present at the
Annual Meeting, will have the opportunity to make a statement if he or she
desires to do so, and will be available to respond to appropriate questions.
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RECOMMENDATION OF THE BOARD OF DIRECTORS
THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR THE
RATIFICATION OF THE SELECTION OF DELOITE & TOUCHE LLP TO SERVE AS THE COMPANY'S
INDEPENDENT AUDITORS FOR THE YEAR ENDING JANUARY 29, 2000.
OTHER MATTERS
The Company knows of no other matters that will be presented for
consideration at the Annual Meeting. If any other matters properly come before
the Annual Meeting, it is the intention of the persons named in the enclosed
form of Proxy to vote the shares they represent as the Board of Directors may
recommend. Discretionary authority with respect to such other matters is granted
by the execution of the enclosed Proxy.
OWNERSHIP OF SECURITIES
The following table sets forth certain information known to the Company
with respect to the beneficial ownership of the Company's Common Stock as of
April 19, 1999, by (i) all persons who are beneficial owners of five percent
(5%) or more of the Company's Common Stock, (ii) each director and nominee for
director, (iii) the executive officers named in the Summary Compensation Table
of the Executive Compensation and Related Information section of this Proxy
Statement and (iv) all current directors and executive officers as a group.
Unless otherwise indicated, each of the stockholders has sole voting and
investment power with respect to the shares beneficially owned, subject to
community property laws, where applicable.
<TABLE>
<CAPTION>
PERCENTAGE
SHARES OF SHARES
BENEFICIALLY BENEFICIALLY
BENEFICIAL OWNER OWNED OWNED(1)
---------------- ------------ ------------
<S> <C> <C>
Stephen Gordon(2).................................. 3,477,939 21.21%
Thomas Christopher(3).............................. 1,146,183 6.99%
Marshall Payne(11)................................. 473,581 2.89%
Ray Hemmig(9)...................................... 231,373 1.41%
Thomas Low(4)...................................... 141,238 *
Millard Drexler(7)................................. 111,163 *
Robert Camp(6)..................................... 86,522 *
Michael Lazarus(10)................................ 52,663 *
David Ferguson(8).................................. 21,163 *
Damon Ball(5)...................................... 21,000 *
All directors and executive officers as a group (10
persons)......................................... 5,762,825 35.1%
</TABLE>
- ---------------
* Less than one percent of the outstanding Common Stock.
(1) Percentage of ownership is based on 16,398,172 shares of Common Stock
outstanding on April 19, 1999. Shares of Common Stock subject to stock
options which are currently exercisable or will become exercisable within
60 days after
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<PAGE> 11
April 19, 1999 are deemed outstanding for computing the percentage of the
person or group holding such options, but are not deemed outstanding for
computing the percentage of any other person or group.
(2) Includes 260,631 shares of Common Stock subject to options exercisable
within 60 days of April 19, 1999 held by Mr. Gordon. Also includes 140,000
shares of Common Stock held by the Christine B. Gordon 1998 Qualified
Grantor Retained Annuity Trust, of which Christine Gordon, the spouse of
Stephen J. Gordon, is the sole trustee, and 140,000 shares held by the
Stephen J. Gordon 1998 Qualified Grantor Retained Annuity Trust, of which
Stephen J. Gordon is the sole trustee.
(3) Includes 477,132 shares of Common Stock subject to options exercisable
within 60 days of April 19, 1999 held by Mr. Christopher. Includes 109,375
shares of Common Stock held by the Barbara Christopher 1997 Qualified
Grantor Retained Annuity Trust, of which Barbara Christopher, the spouse of
Thomas A. Christopher, is the sole trustee, 2,625 shares held directly by
Barbara Christopher and 109,375 shares of Common Stock held by the Thomas
A. Christopher 1997 Qualified Grantor Annuity Trust, of which Thomas A.
Christopher is the sole trustee.
(4) Includes 99,850 shares of Common Stock subject to options exercisable
within 60 days of April 19, 1999 held by Mr. Low.
(5) Includes 21,000 shares of Common Stock subject to options exercisable
within 60 days of April 19, 1999 held by Mr. Ball.
(6) Includes 52,663 shares of Common Stock subject to options exercisable
within 60 days of April 19, 1999 held by Mr. Camp.
(7) Includes 7,163 shares of Common Stock subject to options exercisable within
60 days of April 19, 1999 held by Mr. Drexler.
(8) Includes 21,163 shares of Common Stock subject to options exercisable
within 60 days of April 19, 1999 held by Mr. Ferguson.
(9) Includes 52,663 shares of Common Stock subject to options exercisable
within 60 days of April 19, 1999 held by Mr. Hemmig.
(10) Includes 52,663 shares of Common Stock subject to options exercisable
within 60 days of April 19, 1999 held by Mr. Lazarus.
(11) Includes 52,500 shares of Common Stock subject to options exercisable
within 60 days of April 19, 1999 held by Mr. Payne.
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<PAGE> 12
EXECUTIVE COMPENSATION AND OTHER INFORMATION
SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION
The following table provides certain summary information concerning the
compensation earned by the Company's Chief Executive Officer and each of the two
other most highly compensated executive officers of the Company whose salary and
bonus for the year ended January 30, 1999 was in excess of $100,000, for
services rendered in all capacities to the Company and its subsidiaries for the
years ended February 2, 1997, January 31, 1998 and January 30, 1999. No
executive officer who would have otherwise been includable in such table on the
basis of salary and bonus earned for the year ended January 30, 1999 has been
excluded by reason of his or her termination of employment or change in
executive status during that year. The listed individuals shall be hereinafter
referred to as the "Named Executive Officers".
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
AWARDS
NUMBER OF
ANNUAL COMPENSATION OTHER ANNUAL SECURITIES ALL OTHER
--------------------------- COMPENSATION UNDERLYING COMPENSATION
NAME AND PRINCIPAL POSITION YEAR SALARY($) BONUS($) ($)(1) OPTIONS(#)(2) ($)(3)
--------------------------- ---- --------- -------- ------------ ------------- ------------
<S> <C> <C> <C> <C> <C> <C>
Stephen Gordon............... 1998 $250,000 $125,000 $11,400 67,900 $810
Chairman of the Board 1997 153,077 33,456 21,346 28,000 183
and Chief Executive
Officer...................... 1996 111,536 37,260 16,110 70,000 --
Thomas Christopher........... 1998 200,000 80,000 11,400 58,100 558
President and Chief 1997 133,038 23,862 11,400 28,000 157
Operating Officer 1996 101,538 28,350 12,000 52,500 --
Thomas Low................... 1998 150,000 60,000 11,400 48,300 672
Senior Vice President 1997 103,562 17,712 9,700 28,000 116
and Chief Financial Officer 1996 83,846 22,950 7,200 42,000 --
</TABLE>
- ---------------
(1) "Other Annual Compensation" includes: (i) for 1997 a $4,273 relocation
allowance and a $4,273 medical allowance provided to Mr. Gordon and (ii) for
each of 1996, 1997 and 1998 car allowances provided to Messrs. Gordon,
Christopher and Low.
(2) The options listed in the table were granted under the Company's 1995, 1996
and 1998 Stock Option Plans. See "Management -- Option/SAR Grants in Last
Year" for a description of the terms of these options.
(3) Represents contributions by the Company to the Company's 40l(k) Plan which
was implemented in November 1997.
10
<PAGE> 13
STOCK OPTIONS AND STOCK APPRECIATION RIGHTS
The following table contains information concerning the stock options
granted to the Named Executive Officers during the year ended January 30, 1999.
All the grants were made under the Company's 1998 Stock Incentive Plan. No stock
appreciation rights were granted to the Named Executive Officers during such
year.
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
VALUE AT ASSUMED
ANNUAL RATES OF STOCK
PRICE APPRECIATION FOR
INDIVIDUAL GRANTS OPTION TERM($)(3)
------------------------------------------------------ -----------------------
NUMBER OF PERCENTAGE OF
SECURITIES TOTAL OPTIONS
UNDERLYING GRANTED TO
OPTIONS EMPLOYEES IN EXERCISE EXPIRATION
NAME GRANTED(1) YEAR PRICE($)(2) DATE 5% 10%
---- ---------- ------------- ----------- ---------- --------- -----------
<S> <C> <C> <C> <C> <C> <C>
Stephen Gordon....... 67,900 9.2% $20.90(4) 6/19/08 $892,471 $2,261,696
Thomas Christopher... 58,100 7.9% 19.00 6/19/08 694,237 1,759,332
Thomas Low........... 48,300 6.5% 19.00 6/19/08 577,137 1,462,577
</TABLE>
- ---------------
(1) The options become exercisable in a series of three equal annual
installments upon the optionee's completion of each of the three years of
service with the Company after the grant date. The options have a maximum
term of ten years measured from the grant date, subject to earlier
termination following the optionee's cessation of service. The shares
subject to each option will vest in full in the event the Company is
acquired by merger or asset sale, unless the options are assumed by the
successor corporation.
(2) The exercise price may be paid in cash or in shares of Common Stock valued
at fair market value on the exercise date. Alternatively, the option may be
exercised through a cashless exercise procedure pursuant to which the
optionee provides irrevocable instructions to a brokerage firm to sell the
purchased shares and to remit to the Company, out of the sale proceeds, an
amount equal to the exercise price plus all applicable withholding taxes.
The Compensation Committee may also assist an optionee in the exercise of an
option by (i) authorizing a loan from the Company in a principal amount not
to exceed the aggregate exercise price plus any tax liability incurred in
connection with the exercise or (ii) permitting the optionee to pay the
option price in installments over a period of years upon terms established
by the Compensation Committee.
(3) There can be no assurance provided to any executive officer or other holder
of the Company's securities that the actual stock appreciation over the
ten-year option term will be at the assumed 5% and 10% levels or at any
other defined level. Unless the market price of the Common Stock appreciates
over the option term, no value will be realized from the options granted to
the Named Executive Officers.
(4) Mr. Gordon's options were granted with an exercise price per share equal to
110% of the fair market value per share of Common Stock on the June 19, 1998
option
11
<PAGE> 14
grant date. The fair market value of Mr. Gordon's options on the date of
grant was $19.00.
AGGREGATED OPTION/SAR EXERCISES AND FISCAL YEAR-END VALUES
The following table sets forth information, with respect to the Named
Executive Officers concerning the exercise of options during the fiscal year and
the unexercised options held by them at the year ended January 30, 1999. No
options or stock appreciation rights were exercised by any such individual
during the year ended January 30, 1999, and no stock appreciation rights were
outstanding as of such date.
<TABLE>
<CAPTION>
NUMBER OF SECURITIES UNDERLYING VALUE OF UNEXERCISED
UNEXERCISED OPTIONS AT IN-THE-MONEY OPTIONS AT
YEAR-END($)(1) YEAR-END($)(2)
--------------------------------- ---------------------------------
EXERCISABLE(1) UNEXERCISABLE(1) EXERCISABLE(1) UNEXERCISABLE(1)
-------------- ---------------- -------------- ----------------
<S> <C> <C> <C> <C>
Stephen Gordon............ 207,666 98,234 $3,986,094 $ 368,480
Thomas Christopher........ 439,098 76,767 8,605,882 278,613
Thomas Low................ 89,248 72,802 1,656,453 374,940
</TABLE>
- ---------------
(1) Certain of the options held by the Named Executive Officers are immediately
exercisable, for all of the option shares but the shares purchasable
thereunder are subject to repurchase by the Company, at the exercise price
paid per share, upon the optionee's termination of service with the Company
prior to vesting in the shares. The table includes under the column titled
'Exercisable" the vested portion of the option shares and under the column
titled 'Unexercisable" the unvested portion of the option shares.
(2) Based on the fair market value of the option shares as of January 30, 1999
($20.56 per share), less the option exercise price payable for those shares.
EMPLOYMENT CONTRACTS, TERMINATION OF EMPLOYMENT AND CHANGE IN CONTROL
ARRANGEMENTS
The Company does not presently have any employment contracts in effect with
the Chief Executive Officer or any of the other Named Executive Officers.
The Compensation Committee of the Board of Directors, as Plan Administrator
of the 1998 Stock Incentive Plan, has the authority to provide for accelerated
vesting of the shares of Common Stock subject to any outstanding options held by
the Chief Executive Officer or any other executive officer or any unvested share
issuances actually held by such individual, in connection with certain changes
in control of the Company or the subsequent termination of the officer's
employment following the change in control event.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The members of the Compensation Committee of the Company's Board of
Directors are currently Messrs. Drexler, Hemmig and Payne. None of these
individuals
12
<PAGE> 15
was an officer or employee of the Company at any time during the year ended
January 30, 1999 or at any other time.
No current executive officer of the Company serves as a member of the Board
of Directors or Compensation Committee of any other entity which has one or more
executive officers serving as a member of the Company's Board of Directors or
Compensation Committee.
BOARD COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
It is the duty of the Compensation Committee to review and determine the
salaries and bonuses of executive officers of the Company, including the Chief
Executive Officer, and to establish the general compensation policies for such
individuals. The Compensation Committee also has the sole and exclusive
authority to make discretionary option grants to the Company's executive
officers under the Company's 1998 Stock Incentive Plan.
The Compensation Committee believes that the compensation programs for the
Company's executive officers should reflect the Company's performance and the
value created for the Company's stockholders. In addition, the compensation
programs should support the short-term and long-term strategic goals and values
of the Company and should reward individual contribution to the Company's
success. The Company is engaged in a very competitive industry, and the
Company's success depends upon its ability to attract and retain qualified
executives through the competitive compensation packages it offers to such
individuals.
General Compensation Policy. The Compensation Committee's policy is to
provide the Company's executive officers with compensation opportunities which
are based upon their personal performance, the financial performance of the
Company and their contribution to that performance and which are competitive
enough to attract and retain highly skilled individuals. Each executive
officer's compensation package is comprised of three elements: (i) base salary
that is competitive with the market and reflects individual performance, (ii)
annual variable performance awards payable in cash and tied to the Company's
achievement of annual financial performance goals and (iii) long-term
stock-based incentive awards designed to strengthen the mutuality of interests
between the executive officers and the Company's stockholders. As an officer's
level of responsibility increases, a greater proportion of his or her total
compensation will be dependent upon the Company's financial performance and
stock price appreciation rather than base salary.
The Company retains the services of an independent consulting firm to
advise the Committee as to how the Company's executive compensation levels
compare to those of companies within and outside of the industry.
Factors. The principal factors that were taken into account in establishing
each executive officer's compensation package for the year ended January 30,
1999 are described below. However, the Compensation Committee may in its
discretion apply
13
<PAGE> 16
entirely different factors, such as different measures of financial performance,
for future years.
Base Salary. In setting base salaries, the Compensation Committee reviewed
published compensation survey data for its industry. The Committee also
identified a group of companies for comparative compensation purposes for which
it reviewed detailed compensation data incorporated into their Proxy Statements.
This group was comprised of approximately eight companies considered to be
"peer" group retailers. The base salary for each officer reflects the salary
levels for comparable positions in the published surveys and the comparative
group of companies, as well as the individual's personal performance and
internal alignment considerations. The relative weight given to each factor
varies with each individual in the sole discretion of the Compensation
Committee. Each executive officer's base salary is adjusted each year on the
basis of (i) the Compensation Committee's evaluation of the officer's personal
performance for the year and (ii) the competitive marketplace for persons in
comparable positions. The Company's performance and profitability may also be a
factor in determining the base salaries of executive officers. For the year
ended January 30, 1999, the base salary of the Company's executive officers
ranged from the 40th percentile to the 60th percentile of the base salary levels
in effect for comparable positions in the surveyed compensation data.
Annual Incentives. The annual incentive bonus for the executive officers
earned in the year ended January 30, 1999 was discretionary in nature and was
determined by the Compensation Committee.
Long Term Incentives. Generally, stock option grants are made annually by
the Compensation Committee to each of the Company's executive officers. Each
grant is designed to align the interests of the executive officer with those of
the stockholders and provide each individual with a significant incentive to
manage the Company from the perspective of an owner with an equity stake in the
business. Each grant allows the officer to acquire shares of the Company's
Common Stock at a fixed price per share (the market price on the grant date)
over a specified period of time (up to ten years). Each option becomes
exercisable in a series of installments over a three-year period, contingent
upon the officer's continued employment with the Company. Accordingly, the
option will provide a return to the executive officer only if he or she remains
employed by the Company during the vesting period, and then only if the market
price of the shares appreciates over the option term.
The size of the option grant to each executive officer, including the Chief
Executive Officer, is set by the Compensation Committee at a level that is
intended to create a meaningful opportunity for stock ownership based upon the
individual's current position with the Company, the individual's personal
performance in recent periods and his or her potential for future responsibility
and promotion over the option term. The Compensation Committee also takes into
account the number of unvested options held by the executive officer in order to
maintain an appropriate level of equity incentive for that individual. The
relevant weight given to each of these factors varies
14
<PAGE> 17
from individual to individual. The Compensation Committee has established
certain guidelines with respect to the option grants made to the executive
officers, but has the flexibility to make adjustments to those guidelines at its
discretion.
CEO Compensation. The Compensation Committee adjusted Mr. Gordon's base
salary for the year ended January 30, 1999 in recognition of his personal
performance and with the objective of maintaining his base salary at a
competitive level when compared with the base salary levels in effect for
similarly situated chief executive officers. With respect to Mr. Gordon's base
salary, it is the Compensation Committee's intent to provide him with a level of
stability and certainty each year and not have this particular component of
compensation affected to any significant degree by Company performance factors.
For the year ended January 30, 1999, Mr. Gordon's base salary was approximately
at the median of the base salary levels of other chief executive officers at the
surveyed companies.
The remaining components of Mr. Gordon's compensation for the year ended
January 30, 1999, however were primarily dependent upon corporate performance.
Mr. Gordon received a cash bonus of $125,000 for the year ended January 30, 1999
in recognition of his contribution to the Company. The Compensation Committee
awarded a stock option grant to Mr. Gordon in 1998 in order to provide him with
an equity incentive to continue contributing to the financial success of the
Company. The option will have value for Mr. Gordon only if the market price on
the underlying option shares appreciates over the market price in effect on the
date the grant was made.
Compliance with Internal Revenue Code Section 162(m). Section 162(m) of the
Internal Revenue Code disallows a tax deduction to publicly held companies for
compensation paid to certain of their executive officers, to the extent that
compensation exceeds $1 million per covered officer in any year. The limitation
applies only to compensation which is not considered to be performance-based.
Non-performance based compensation paid to the Company's executive officers for
the year ended January 30, 1999 did not exceed the $1 million limit per officer,
and the Compensation Committee does not anticipate that the non-performance
based compensation to be paid to the Company's executive officers for the 1999
fiscal year will exceed that limit. The Company's 1998 Stock Incentive Plan has
been structured so that any compensation deemed paid in connection with the
exercise of option grants made under that plan with an exercise price equal to
the fair market value of the option shares on the grant date will qualify as
performance-based compensation which will not be subject to the $1 million
limitation. Because it is unlikely that the cash compensation payable to any of
the Company's executive officers in the foreseeable future will approach the $1
million limit, the Compensation Committee has decided at this time not to take
any action to limit or restructure the elements of cash compensation payable to
the Company's executive officers. The Compensation Committee will reconsider
this decision should the individual cash compensation of any executive officer
ever approach the $1 million level.
15
<PAGE> 18
It is the opinion of the Compensation Committee that the executive
compensation policies and plans provide the necessary total remuneration program
to properly align the Company's performance and the interests of the Company's
stockholders through the use of competitive and equitable executive compensation
in a balanced and reasonable manner, for both the short and long-term.
Submitted by the Compensation Committee of the Company's Board of Directors
for fiscal year ended January 30, 1999:
Robert Camp
Raymond Hemmig
Marshall Payne
16
<PAGE> 19
STOCK PERFORMANCE GRAPH
The graph depicted below shows a comparison of cumulative total stockholder
returns for the Company, the NASDAQ Retail Trade Stocks and the NASDAQ Index.
<TABLE>
<CAPTION>
RESTORATION NASDAQ STOCK NASDAQ RETAIL
HARDWARE, INC. MARKET (U.S.) TRADE
-------------- ------------- -------------
<S> <C> <C> <C>
'6/18/98' 100 100 100
'6/98' 132 107 104
'7/98' 166 106 97
'8/98' 136 85 72
'9/98' 109 97 76
'10/98' 106 101 84
'11/98' 147 111 96
'12/98' 141 125 103
'1/99' 108 144 105
</TABLE>
- ---------------
* $100 INVESTED ON 6/18/98 IN STOCK OR INDEX
INCLUDING REINVESTMENT OF DIVIDENDS
FISCAL YEAR ENDING JANUARY 30, 1999.
(1) The graph covers the period from June 19, 1998, the commencement date of the
Company's initial public offering of shares of its Common Stock to January
30, 1999.
(2) The graph assumes that $100 was invested in the Company on June 19, 1998, in
the Company's Common Stock and in each index, and that all dividends were
reinvested. No cash dividends have been declared on the Company's Common
Stock.
(3) Stockholder returns over the indicated period should not be considered
indicative of future stockholder returns.
Notwithstanding anything to the contrary set forth in any of the Company's
previous filings made under the Securities Act of 1933, as amended, or the
Securities Exchange Act of 1934, as amended, that might incorporate future
filings made by the Company under those statutes, neither the preceding Stock
Performance Graph nor
17
<PAGE> 20
the Compensation Committee Report is to be incorporated by reference into any
such prior filings, nor shall such graph or report be incorporated by reference
into any future filings made by the Company under those statutes.
CERTAIN TRANSACTION
In addition to the indemnification provisions contained in the Company's
Restated Certificate of Incorporation and Bylaws, the Company has entered into
separate indemnification agreements with each of its directors and officers.
These agreements require the Company, among other things, to indemnify such
director or officer against expenses (including attorneys' fees), judgments,
fines and settlements (collectively, "Liabilities") paid by such individual in
connection with any action, suit or proceeding arising out of such individual's
status or service as a director or officer of the Company (other than
Liabilities arising from willful misconduct or conduct that is knowingly
fraudulent or deliberately dishonest) and to advance expenses incurred by such
individual in connection with any proceeding against such individual with
respect to which such individual may be entitled to indemnification by the
Company.
The Company leases its store at 417 Second Street, Eureka, California from
Mr. and Mrs. Gordon. Pursuant to a written lease, the Company pays approximately
$34,000 annually to Mr. and Mrs. Gordon for use of the store. In 1996, 1997 and
1998, such lease payments totaled $33,700, $33,600 and $41,400, respectively.
Pursuant to a Restated Investors Rights Agreement (the "Investor Rights
Agreement") between the Company and certain holders of common stock and
warrants, including all Directors and Officers (collectively, the "Holders"),
the Holders have registration rights. If, at any time after December 18, 1998
(A) the Holders of at least 40% of Registrable Securities then outstanding or
(B) any Holder who purchased at least $10,000,000 of the Company's Series D
Preferred Stock, request in writing that the Company file a registration
statement for all or a portion of the Registrable Securities then outstanding,
providing that the aggregate offering price to the public would exceed
$10,000,000, the Company will, subject to certain limitations, use its best
efforts to cause such shares to be registered within 90 days of receipt of such
a request. "Registrable Securities" consist of Common Stock that was issued upon
conversion of the Company's Series A, B, C and D Preferred Stock and outstanding
warrants. The Company is not obligated to effect more than three registrations
under this demand registration provision.
In addition, if the Company receives from (A) Holders of at least 40% of
the Registrable Securities then outstanding or (B) any Holder who purchased at
least $10,000,000 of the Company's Series D Preferred Stock, a written request
or requests that the Company effect a registration on Form S-3, providing the
anticipated aggregate offering price would exceed $500,000, the Company will,
subject to certain
18
<PAGE> 21
limitations, cause such shares to be registered as soon as practicable. Holders
also have unlimited "piggyback" registration rights which are exercisable within
20 days of notice of the Company's proposal to register any of its stock or
other securities under the Securities Act in connection with the public offering
of such securities solely for cash. All registration expenses, exclusive of
underwriting discounts and commissions, of demand registrations, S-3
registrations, or piggyback registrations, shall be borne by the Company.
All registration rights terminate upon an occurrence of either (i) June 18,
2002 or (ii) when all shares held by a Holder can be sold within a given three
month period, without compliance with the registration requirements of the
Securities Act, pursuant to Rule 144 thereunder.
All future transactions between the Company and its officers, directors,
principal stockholders and affiliates will be approved by a majority of the
independent and disinterested members of the Board of Directors, and will be on
terms no less favorable to the Company than could be obtained from unaffiliated
third parties.
COMPLIANCE WITH SECTION 16(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
The members of the Board of Directors, the executive officers of the
Company and persons who hold more than 10% of the Company's outstanding Common
Stock are subject to the reporting requirements of Section 16(a) of the
Securities Exchange Act of 1934 which require them to file reports with respect
to their ownership of the Common Stock and their transactions in such Common
Stock. Based upon (i) the copies of Section 16(a) reports which the Company
received from such persons for their 1998 transactions in the Common Stock and
their Common Stock holdings, and (ii) the written representations received from
one or more of such persons that no annual Form 5 reports were required to be
filed by them for the year ended January 30, 1999, the Company believes that all
reporting requirements under Section 16(a) for such year were met in a timely
manner by its directors, executive officers and greater than ten percent
beneficial owners.
ANNUAL REPORT
A copy of the Annual Report has been mailed concurrently with this Proxy
Statement to all stockholders entitled to notice of and to vote at the Annual
Meeting. The Annual Report is not incorporated into this Proxy Statement and is
not considered Proxy solicitation material.
19
<PAGE> 22
FORM 10-K
The Company filed an Annual Report on Form 10-K with the Securities and
Exchange Commission on or about April 29, 1999. Stockholders may obtain a copy
of this report, without charge, by writing to Thomas Low, Chief Financial
Officer, Senior Vice President, and Secretary of the Company, at the Company's
principal executive offices located at 15 Koch Road, Suite J, Corte Madera,
California 94925.
THE BOARD OF DIRECTORS OF
RESTORATION HARDWARE, INC.
Dated: May 12, 1999
20
<PAGE> 23
[1762-RESTORATION HARDWARE, INC.] [FILE NAME: RSH72B.ELX] [VERSION-2] [06/06/99]
DETACH HERE
PROXY
RESTORATION HARDWARE, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
RESTORATION HARDWARE, INC.
The undersigned revokes all previous proxies, acknowledges receipt of the Notice
of the Annual Meeting of Stockholders to be held June 18, 1999 and the Proxy
Statement and appoints Stephen Gordon, Thomas Christopher and Thomas Low, and
each of them the proxy of the undersigned, with full power of substitution, to
vote all shares of Common Stock or Preferred Stock or Restoration Hardware (the
"Company") which the undersigned is entitled to vote either on his or her own
behalf or on behalf of any entity or entities, at the Annual Meeting of
Stockholders of the Company to be held in Paradise Park located at 3450 Paradise
Drive, Tiburon, California, from 11:00 A.M. to 2:00 P.M., Pacific Time, Friday,
June 18, 1999, (the "Annual Meeting"), and at any adjournment or postponement
thereof, with the same force and effect as the undersigned might or could do if
personally present thereat. The shares represented by this Proxy shall be voted
in the manner set forth on the reverse side.
- ----------- -----------
SEE REVERSE CONTINUED AND TO BE SIGNED ON REVERSE SIDE SEE REVERSE
SIDE SIDE
- ----------- -----------
<PAGE> 24
[1762-RESTORATION HARDWARE, INC.] [FILE NAME: RSH72A.ELX] [VERSION-1] [04/29/89]
DETACH HERE
4SH72A
[ X ] PLEASE MARK __
VOTES AS IN |
THIS EXAMPLE.
The Board of Directors recommends a vote IN FAVOR OF the directors listed
below and a vote IN FAVOR OF each of the listed proposals. This Proxy, when
properly executed, will be voted as specified above. If no specification is
made, this Proxy will be voted IN FAVOR OF the election of the directors
listed below and IN FAVOR OF the other proposals.
FOR AGAINST ABSTAIN
1. To elect three directors to 2. To ratify the [ ] [ ] [ ]
serve for a three-year term appointment of
ending in the year 2002 or Deloitte & Touche
until their successors are LLP as independent
duly elected and qualified: auditors for the
NOMINEES: Damon Ball, Company for the
Manard Drexler and year ending
Raymond Hanning January 29, 2000
FOR WITHHELD
[ ] [ ] 3. In accordance with the direction of
the proxy holders, to act upon all
[ ] matters incident to the conduct of the
------------------------ meeting and upon other matters as may
For all nominees except properly come before the meeting.
as noted above
MARK HERE IF YOU PLAN TO ATTEND THE [ ]
MEETING.
MARK HERE FOR ADDRESS CHANGE AND [ ]
NOTE AT LEFT.
Please sign exactly as your name appears
hereon. Joint owners should each sign.
When signing as attorney, executor,
administrator, trustee or guardian,
please give full title as such.
Date: Signature: Date:
------- --------------------- -------
