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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
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<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 Section240.14a-11(c) or
Section240.14a-12
MEDIMMUNE, INC.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the
Registrant)
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Payment of Filing Fee (Check the appropriate box):
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<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:
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(2) Aggregate number of securities to which transaction
applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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/ / 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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NOTICE OF
ANNUAL MEETING
AND PROXY
STATEMENT
2
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0
0
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[LOGO]
April 14, 2000
Dear MedImmune Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders to be
held at the Gaithersburg Marriott, Washingtonian Center, 9751 Washingtonian
Boulevard, Gaithersburg, Maryland 20878 on May 18, 2000 at 10:00 a.m.
Information about the meeting, the nominees for directors and the proposals to
be considered is presented in the Notice of Annual Meeting and the Proxy
Statement on the following pages.
In addition to the formal items of business to be brought before the
meeting, I will report on our Company's operations during 1999. This will be
followed by a question and answer period.
Your participation in MedImmune's affairs is important, regardless of the
number of shares you hold. To ensure your representation, even if you cannot
attend the meeting, please sign, date and return the enclosed proxy promptly.
We look forward to seeing you on May 18th.
Sincerely,
/s/ Wayne T. Hockmeyer
WAYNE T. HOCKMEYER, PH.D.
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
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35 West Watkins Mill Road Gaithersburg, Maryland 20878 301-417-0770 Fax:
301-527-4200
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[LOGO]
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
MAY 18, 2000
----------------------------------------------------------------------
The Annual Meeting of Stockholders of MedImmune, Inc. will be held at the
Gaithersburg Marriott, Washingtonian Center, 9751 Washingtonian Boulevard,
Gaithersburg, Maryland on May 18, 2000 at 10:00 a.m., for the following
purposes:
1. To elect nine directors;
2. To approve an amendment to the Restated Certificate of Incorporation;
3. To approve an amendment to the 1999 Stock Option Plan;
4. To approve and ratify the appointment of PricewaterhouseCoopers L.L.P.
as independent auditors; and
5. To transact such other business as properly may come before the meeting
and any adjournment thereof.
Stockholders of record at the close of business on March 31, 2000 are
entitled to receive notice of, and to vote at, the Annual Meeting.
By Order of the Board of Directors,
/s/ Carol A. Iorio
Carol A. Iorio
CORPORATE SECRETARY
35 West Watkins Mill Road
Gaithersburg, Maryland 20878
April 14, 2000
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PROXY STATEMENT
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GENERAL INFORMATION
ON FEBRUARY 17, 2000, MEDIMMUNE, INC. ANNOUNCED THAT ITS BOARD OF DIRECTORS
HAD DECLARED A THREE-FOR-ONE SPLIT OF ITS COMMON STOCK, PAYABLE IN THE FORM OF A
200 PERCENT STOCK DIVIDEND. THE STOCK SPLIT IS CONTINGENT UPON STOCKHOLDER
APPROVAL OF A PROPOSAL, SET FORTH BELOW AS PROPOSAL 2, TO INCREASE THE NUMBER OF
AUTHORIZED SHARES OF MEDIMMUNE'S COMMON STOCK FROM 120 MILLION TO 320 MILLION.
IF THE PROPOSAL IS APPROVED, STOCKHOLDERS WOULD RECEIVE TWO ADDITIONAL SHARES
FOR EACH SHARE THEY OWN AS OF THE CLOSE OF BUSINESS ON MAY 18, 2000. UNLESS
OTHERWISE INDICATED, ALL INFORMATION CONTAINED IN THIS PROXY STATEMENT IS
PRESENTED AS IF THE PROPOSED THREE-FOR-ONE STOCK SPLIT HAD NOT OCCURRED.
This Proxy Statement is furnished in connection with the solicitation by the
Board of Directors of MedImmune, Inc. ("MedImmune" or the "Company") of proxies
to be voted at the Annual Meeting of Stockholders on May 18, 2000. This Proxy
Statement, the accompanying proxy card and Annual Report to Stockholders are
being mailed to stockholders on or about April 14, 2000. Business at the Annual
Meeting is conducted in accordance with the procedures determined by the
presiding officer and is generally limited to matters properly brought before
the meeting by or at the suggestion of the Board of Directors or by a
stockholder pursuant to provisions requiring advance notice and disclosure of
relevant information.
The number of voting securities of MedImmune outstanding on March 31, 2000,
the record date for the meeting, was 69,554,994 shares of common stock, $.01 par
value per share, each share being entitled to one vote. Stockholders do not have
cumulative voting rights.
VOTING OF PROXIES
Since many MedImmune stockholders are unable to attend the Company's Annual
Meeting, the Board of Directors solicits proxies to give each stockholder an
opportunity to vote on all matters scheduled to come before the meeting and set
forth in this Proxy Statement. Stockholders are urged to read carefully the
material in this Proxy Statement, specify their choice on each matter by marking
the appropriate boxes on the enclosed proxy card, and sign, date and return the
card in the enclosed, stamped envelope.
If no choice is specified and the card is properly signed and returned, the
shares will be voted by the Proxy Committee as recommended by the Company. A
stockholder who signs a proxy may revoke or revise that proxy at any time before
the meeting. A previously returned proxy may be canceled by voting by ballot at
the meeting. Stockholder proxies are received by American Stock Transfer & Trust
Company, the Company's independent proxy processing agent, and the vote is
certified by Inspectors of Election.
MedImmune's Proxy Committee consists of Dr. Wayne T. Hockmeyer, Chairman and
Chief Executive Officer, and Mr. David M. Mott, Vice Chairman and Chief
Financial Officer. Proxy cards, unless otherwise indicated by the stockholder,
also confer upon the Proxy Committee discretionary authority to vote all shares
of stock represented by the proxies on any matter which properly may be
presented for action at the meeting even if not covered herein. If any of the
nominees for director named in "Proposal 1--Election of
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Directors" should be unavailable for election, the proxies will be voted for the
election of such other person as may be recommended by the Company in place of
such nominee.
Stockholders of record at the close of business on March 31, 2000, are
entitled to receive notice of the meeting and to vote their shares held on that
date. The holders of a majority of the issued and outstanding shares of stock of
the Company entitled to vote at the meeting must be represented in person or by
proxy at the Annual Meeting for the meeting to be held. Other than the election
of directors, which requires a plurality of the votes of the stockholders
represented at the meeting, and the proposed amendment to the Company's Restated
Certificate of Incorporation, which requires the affirmative vote of the holders
of a majority of the shares of common stock outstanding at the record date, each
matter to be submitted to the stockholders requires the affirmative vote of the
holders of a majority of the shares represented at the meeting, in person or by
proxy, and entitled to vote. Abstentions have the same effect as a vote against
any such matter. Broker non-votes are deemed not entitled to vote and are not
counted as votes for or against any such matter.
ATTENDANCE AT ANNUAL MEETING
To ensure the availability of adequate space for MedImmune stockholders
wishing to attend the meeting, priority seating will be given to stockholders of
record, beneficial owners of the Company's stock having evidence of such
ownership, or their authorized representatives, and invited guests of
management. In addition, a stockholder may bring one guest. In order that
seating may be equitably allocated, a stockholder wishing to bring more than one
guest must write to the Secretary of the Company in advance of the meeting and
receive written concurrence. Those unable to attend may request from the
Corporate Secretary a copy of the report of the proceedings of the meeting.
PROPOSAL 1--ELECTION OF DIRECTORS
A Board of nine directors is to be elected at the Annual Meeting, each
director so elected to hold office for a term of one year and until the election
and qualification of a successor. All directors hold office until the next
annual meeting of stockholders and until their successors are duly elected and
qualified. The Company's By-Laws authorize the Board of Directors from
time-to-time to determine the number of its members. Vacancies in unexpired
terms and any additional positions created by board action are filled by the
existing Board of Directors.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE FOLLOWING NOMINEES:
WAYNE T. HOCKMEYER, PH.D.
Dr. Hockmeyer (age 55) founded the Company in April 1988 as President and
Chief Executive Officer and was elected to serve on the Board of Directors
in May 1988. He became Chairman of the Board of Directors in May 1993. From
1986 to 1988, Dr. Hockmeyer served as Vice President, Research and
Development of Praxis Biologics, Inc. ("Praxis"). From 1980 to 1986,
Dr. Hockmeyer served as Chairman, Department of Immunology, Walter Reed Army
Institute of Research. Dr. Hockmeyer is a member of the Maryland Economic
Development Commission, a member of the Board of Directors of Digene
Corporation, Aviron and Intermune Pharmaceuticals, Inc. Dr. Hockmeyer is
also a member of the Board of Directors of the High Technology Council of
Maryland, a member of the Board of
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Visitors of the University of Maryland Biotechnology Institute and the Board
of Advisors of the Institute of Human Virology. Dr. Hockmeyer also serves on
the Children's Research Institute Board of Directors of the Children's
National Medical Center. Dr. Hockmeyer holds a doctorate from the University
of Florida and a bachelor of science degree from Purdue University.
MELVIN D. BOOTH
Mr. Booth (age 55) joined the Company in October 1998 as President and Chief
Operating Officer and was elected to serve on the Board of Directors in
November 1998. Prior to joining the Company, he was President, Chief
Operating Officer and a member of the Board of Directors of Human Genome
Sciences, Inc. from July 1995 until October 1998. Prior to this time,
Mr. Booth was employed at Syntex Corporation from 1975 to 1995, where he
held a variety of positions, including President of Syntex
Laboratories, Inc. from 1993 to 1995 and Vice President of Syntex
Corporation from 1992 to 1995. From 1992 to 1993, he served as the President
of Syntex Pharmaceuticals Pacific. From 1991 to 1992, he served as an area
Vice President of Syntex, Inc. From 1986 to 1991, he served as the President
of Syntex, Inc., Canada. Mr. Booth is a past Chairman of the Pharmaceutical
Manufacturers Association of Canada and currently is a member of the Board
of Directors of Neoprobe Corporation and Spacehab, Inc. Mr. Booth graduated
from Northwest Missouri State University and holds a Certified Public
Accountant Certificate.
DAVID M. MOTT
Mr. Mott (age 34) joined the Company in April 1992 as Vice President, with
responsibility for business development, strategic planning and investor
relations. In 1994, Mr. Mott assumed additional responsibility for the
medical and regulatory groups, and in March 1995 was appointed Executive
Vice President and Chief Financial Officer. In November 1995, Mr. Mott was
appointed to the position of President and Chief Operating Officer and was
elected to the Board of Directors. In October 1998, Mr. Mott was appointed
Vice Chairman and Chief Financial Officer. Prior to joining the Company, he
was a Vice President in the Health Care Investment Banking Group at Smith
Barney, Harris Upham & Co., Inc. Mr. Mott is Chairman of the Board of
Directors of Conceptis Technologies. He holds a bachelor of arts degree in
economics and government from Dartmouth College.
FRANKLIN H. TOP, JR., M.D.
Dr. Top (age 64) joined the Company in June 1988 as Executive Vice
President. He was elected to the Board of Directors in July 1988 and became
the Company's Medical Director in 1990. From 1987 to 1988, Dr. Top served as
Senior Vice President for Clinical and Regulatory Affairs at Praxis. Prior
to 1987, Dr. Top served for 22 years in the U.S. Army Medical Research and
Development Command, where he was appointed Director, Walter Reed Army
Institute of Research in 1983. Dr. Top holds a doctorate of medicine cum
laude and a bachelor of science degree in biochemistry from Yale University.
M. JAMES BARRETT, PH.D.
Dr. Barrett (age 57) has been a director of the Company since 1988 and is
the Chairman, Chief Executive Officer and a director of Sensors for Medicine
and Science, Inc. From July 1987 to September 1996, he was Chief Executive
Officer and a director of Genetic Therapy, Inc. From 1982 to July 1987,
Dr. Barrett served as President of Life Technologies, Inc. and its
predecessor, Bethesda
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Research Laboratories, Inc. Prior to 1982, he was employed at SmithKline
Beecham Corporation for 13 years, where he held a variety of positions,
including President of its In Vitro Diagnostic Division and President of
SmithKline Clinical Laboratories. Dr. Barrett holds a doctorate in
biochemistry from the University of Tennessee and a master's degree in
business administration from the University of Santa Clara.
JAMES H. CAVANAUGH, PH.D.
Dr. Cavanaugh (age 63) has been a director of the Company since
September 1990 and has been President of HealthCare Ventures L.L.C. (HCV)
since 1989. Prior thereto, Dr. Cavanaugh served as President of SmithKline
and French Laboratories U.S., Inc., from March 1985 to February 1989 and as
President of SmithKline Clinical Laboratories from 1981 to 1985. Prior
thereto, Dr. Cavanaugh was the President of Allergan International, a
specialty eye care company. Dr. Cavanaugh also serves as a member of the
Board of Directors of 3-Dimensional Pharmaceuticals, Inc., Shire
Pharmaceuticals Group PLC and Diversa Corp. Prior to his industry
experience, Dr. Cavanaugh was Deputy Assistant to the President for Domestic
Affairs and Deputy Chief of the White House Staff. Before his White House
tour, he served as Deputy Assistant Secretary for Health and Scientific
Affairs in the U.S. Department of Health, Education and Welfare and as
Special Assistant to the Surgeon General of the U.S. Public Health Service.
In addition to serving on the boards of directors of several health care and
biotechnology companies, Dr. Cavanaugh currently serves on the Board of
Trustees of the National Center For Genome Resources and as Trustee Emeritus
of the California College of Medicine. He has served on the Board of
Directors of the Pharmaceutical Manufacturers Association, Unihealth
America, and the Proprietary Association. He was a Founding Director of the
Marine National Bank in Santa Ana, California. Dr. Cavanaugh holds a
doctorate and a master's degree from the University of Iowa and a bachelor
of science degree from Fairleigh Dickinson University.
BARBARA HACKMAN FRANKLIN
Ms. Franklin (age 60) has been a director of the Company since
November 1995 and, since January 1995, has served as the President and Chief
Executive Officer of Barbara Franklin Enterprises, a private international
consulting and investment firm in Washington, D.C. Between January 1993 and
January 1995, Ms. Franklin was a lecturer and served as a director of
various corporations and organizations. Previously, Ms. Franklin served as
the 29th U.S. Secretary of Commerce. She has also served as an Alternate
Representative to the United Nations General Assembly and was appointed to
four terms on the President's Advisory Council for Trade Policy and
Negotiations. Ms. Franklin founded Franklin Associates, an internationally
recognized consulting firm, and served as its President from 1984 through
1992, was Senior Fellow of the Wharton School of the University of
Pennsylvania (1979-1988), one of the original Commissioners of the U.S.
Consumer Product Safety Commission (1973-1979) and a staff assistant to the
President, creating the first White House effort to recruit women for high
level government jobs (1971-1973). Ms. Franklin currently serves on the
board of directors of Aetna Inc., The Dow Chemical Company, AMP Inc., and
Milacron, Inc. She has been a director of the Nasdaq Stock Market, Inc. and
the American Institute of CPA's. Ms. Franklin graduated from The
Pennsylvania State University and received a master's degree in business
administration from Harvard University.
4
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LAWRENCE C. HOFF
Mr. Hoff (age 71) has been a director of the Company since April 1991. In
1990, Mr. Hoff retired as President and Chief Operating Officer of the
Upjohn Company. Mr. Hoff joined Upjohn in 1950 as a pharmaceutical sales
representative. He was appointed Vice President for Domestic Pharmaceutical
marketing in 1969. In 1973, Mr. Hoff was elected to the Board of Directors
of Upjohn and the following year became Vice President and General Manager
of Domestic Pharmaceutical Operations. He was promoted to Executive Vice
President in 1977, was named President in 1984, and President and Chief
Operating Officer in 1987. Mr. Hoff was elected to the Board of Directors of
the Pharmaceuticals Manufacturers Association ("PMA") in 1984. He was
elected Chairman-elect of the PMA in 1986 and Chairman in 1987. Mr. Hoff
currently serves on the board of directors of Curative Health Systems, Inc.
He graduated from Stanford University and has received honorary degrees from
the Massachusetts College of Pharmacy and Allied Health Sciences and from
Kalamazoo College.
GORDON S. MACKLIN
Mr. Macklin (age 71) has been a director of the Company since July 1994.
Mr. Macklin served as Chairman of the White River Corporation from 1994 to
June 1998, and as President and Chief Executive Officer from January to
June 1998. From 1987 through 1992, he was Chairman of Hambrecht and Quist
Group, an investment banking and venture capital firm. Previously,
Mr. Macklin was President of the National Association of Securities
Dealers, Inc., from 1970 through 1987. He also served as Chairman of
National Clearing Corporation (1970 to 1975) and as a partner and member of
the Executive Committee of McDonald & Company Securities, Inc., where he was
employed from 1950 through 1970. Mr. Macklin serves on the Board of
Directors of White Mountains Insurance Group, Ltd., MCI WorldCom, Inc.,
Martek Biosciences Corporation, Spacehab, Inc., Overstock.com, and is a
director, trustee or managing general partner, as the case may be, of 47 of
the investment companies in the Franklin Templeton Group of Funds.
COMMITTEES AND MEETINGS
Committees of the Board of Directors consist of the Audit Committee, the
Compensation and Stock Committee and the Executive Committee. Information
concerning the committees is set forth below.
The Audit Committee oversees the performance, and reviews the scope, of the
audit performed by the Company's independent accountants. The Audit Committee
also reviews audit plans and procedures, changes in accounting policies and the
use of the independent accountants for non-audit services. The Audit Committee
consists of Mr. Hoff (Chairman), Dr. Barrett, Ms. Franklin and Mr. Macklin.
During 1999, the Audit Committee met four times.
The Compensation and Stock Committee determines the compensation and
benefits of all officers of the Company and establishes general policies
relating to compensation and benefits of employees of the Company. The
Compensation and Stock Committee is also responsible for administering the
Company's stock option plans in accordance with the terms and conditions set
forth therein. The Compensation and Stock Committee consists of five outside
directors including Dr. Cavanaugh (Chairman), Dr. Barrett, Ms. Franklin,
Mr. Hoff and Mr. Macklin, with Dr. Hockmeyer serving as a non-voting EX OFFICIO
member. During 1999, the Compensation and Stock Committee met two times.
5
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The Executive Committee is responsible for all matters which arise between
regular meetings of the Board of Directors to the extent permitted by applicable
law. The Executive Committee consists of Dr. Hockmeyer (Chairman), Dr. Barrett,
Dr. Cavanaugh and Mr. Macklin. During 1999, the Executive Committee met once.
During 1999, the Board of Directors met seven times. All members of the
Board attended more than 75% of the meetings in 1999 of the Board and Committees
on which they serve, except for Mr. Macklin.
REPORT ON EXECUTIVE COMPENSATION
Compensation of the Company's executives is subject to review and approval
by the Compensation and Stock Committee (the "Committee") of the Company's Board
of Directors. In determining the 1999 compensation to be paid to the Company's
executive officers, the Committee employed compensation policies designed to
align such compensation with the interests of the Company's stockholders and to
relate it to overall corporate performance. These policies are intended to
attract and retain executives whose abilities are critical to the long-term
success of the Company, to support a performance-oriented environment that
rewards achievement of internal corporate goals and to reward executives for the
enhancement of stockholder value.
The components of the compensation of each executive officer, including the
Chief Executive Officer, are base salary, cash bonus awards and stock option
grants, as described below:
Base salaries of the executive officers are targeted to be within the
competitive range among biotechnology companies similar in size to the
Company. The Committee utilizes the annual survey report of approximately
400 biotechnology companies prepared by a leading compensation consulting
firm for this purpose. The base salaries of the executive officers are
subject to certain minimums set forth in individual employment agreements.
Cash bonuses are designed to provide annual incentives based on
individual performance in achieving the Company's annual business goals. For
1999, these goals included expanding the market presence and sales of the
Company's FDA-approved products, further advancing the development,
manufacture and marketing of new therapeutic and vaccine products and
continuing to recruit and train the Company's scientific, marketing and
manufacturing teams. The Committee makes the determination as to bonus
awards at the end of each year based on the subjective evaluation of the
contributions of each executive officer towards the achievement of the
Company's annual business goals.
Stock option grants are intended to provide the most meaningful
component of executive compensation. Stock options provide compensation in a
manner that is intrinsically related to long-term stockholder value because
options have value only to the extent of share appreciation from date of
grant. Stock options granted by the Company generally become exercisable in
25% annual increments beginning on the first anniversary of the date of
grant and remain exercisable for 10 years from the date of grant unless the
optionee's employment with the Company is terminated.
The Committee believes that periodic stock option grants are appropriate,
particularly in view of the absence of a Company-sponsored long-term incentive
or pension plan. Periodic awards of stock options are granted to executives at
the discretion of the Committee, based on an executives contribution to the
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Company's strategic and product development goals. These goals include:
developing product candidates with significant potential for commercialization;
driving product candidates through the research, development, regulatory
approval, manufacturing and commercialization process; growing the business
through suitable business acquisitions; and establishing strategic alliances
with corporate partners and research institutions to leverage the Company's
resources and to expand its research and development pipeline. The Committee
also takes into account the number of stock options previously granted.
The Committee based the 1999 compensation of the Chief Executive Officer and
the Company's other executive officers on the policies described above. The base
salaries of the Chief Executive Officer and the Company's other executive
officers generally increased in 1999 commensurate with their increased
responsibilities and the growth of the Company's operations. The 1999 cash
bonuses paid to the executive officers, including the Chief Executive Officer,
were based on the achievement of individual productivity and performance goals
consistent with the Company's annual business goals. In February 1999, new stock
option grants were made to the executive officers, including the Chief Executive
Officer. These stock option grants were made by the Committee in connection with
the program of making periodic stock option grants to executive officers, with
the number of stock options granted to each officer determined on the basis of
such officer's contribution to the Company's 1998 strategic and product
development goals, as described above. See "Executive Compensation."
A federal tax law disallows corporate deductibility for certain compensation
paid in excess of $1 million to the chief executive officer and the four other
most highly paid executive officers of publicly held companies.
"Performance-based compensation," as defined in the tax law, is not subject to
the deductibility limitation provided certain stockholder approval and other
requirements are met. The Company believes that the stock options granted in
1999 and prior years satisfied the requirements of federal tax law and thus
compensation recognized in connection with such awards should be fully
deductible. The Committee reserves the authority to award non-deductible
compensation in other circumstances as it deems appropriate.
James H. Cavanaugh, Ph.D., Chairman
M. James Barrett, Ph.D.
Barbara Hackman Franklin
Lawrence C. Hoff
Gordon S. Macklin
Wayne T. Hockmeyer, Ph.D., EX OFFICIO
COMPENSATION AND STOCK COMMITTEE INSIDER PARTICIPATION
Dr. Hockmeyer, the Company's Chairman and Chief Executive Officer, is a
non-voting EX OFFICIO member of the Compensation and Stock Committee.
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EXECUTIVE COMPENSATION
UNLESS OTHERWISE INDICATED, THE INFORMATION SET FORTH BELOW HAS NOT BEEN
ADJUSTED TO REFLECT THE THREE-FOR-ONE SPLIT OF THE COMPANY'S COMMON STOCK (SEE
"PROPOSAL 2" BELOW).
SUMMARY COMPENSATION TABLE
The following table summarizes the compensation paid by the Company to its
Chief Executive Officer and the Company's six most highly compensated executive
officers other than the Chief Executive Officer (collectively, the "Named
Executive Officers") for the last three years.
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LONG-TERM
ANNUAL COMPENSATION COMPENSATION
---------------------- ------------
OPTION
NAME AND PRINCIPAL POSITION YEAR SALARY ($) BONUS ($) AWARDS(#)
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Wayne T. Hockmeyer.................................... 1999 535,092 750,000 240,000
Chairman and CEO 1998 435,000 350,000 240,000
1997 353,333 225,000 240,000
Melvin D. Booth (1)................................... 1999 468,416 500,000 200,000
President and COO 1998 103,034 250,000 500,000
David M. Mott......................................... 1999 418,192 500,000 200,000
Vice Chairman and CFO 1998 358,668 250,000 200,000
1997 271,504 200,000 200,000
Franklin H. Top, Jr................................... 1999 291,772 300,000 90,000
Executive Vice President 1998 239,680 150,000 80,000
And Medical Director 1997 210,806 100,000 60,000
James F. Young........................................ 1999 291,772 300,000 90,000
Executive Vice President, 1998 239,513 150,000 150,000
Research and Development 1997 208,907 100,000 60,000
Armando Anido (2)..................................... 1999 116,704 175,000 140,000
Senior Vice President,
Sales and Marketing
Bogdan Dziurzynski.................................... 1999 244,048 300,000 90,000
Senior Vice President, 1998 206,500 150,000 80,000
Regulatory Affairs 1997 183,499 100,000 160,000
And Quality Assurance
</TABLE>
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(1) Hired in October 1998.
(2) Hired in August 1999.
Note: In accordance with the rules of the Securities and Exchange Commission,
other compensation in the form of perquisites and other personal benefits
have been omitted in those instances where they constituted less than the
lesser of $50,000 or 10% of the total annual salary and bonus for the
executive officer for each fiscal year.
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OPTION GRANTS IN FISCAL 1999
The following table sets forth information relating to the grant of stock
options by the Company during 1999 to the Named Executive Officers.
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE VALUE
OF ASSUMED ANNUAL RATES
OF STOCK PRICE APPRECIATION
INDIVIDUAL GRANTS FOR OPTION TERM (1)
----------------------------------------------- ---------------------------
% OF TOTAL
NUMBER OF OPTIONS
SECURITIES GRANTED TO EXERCISE
UNDERLYING EMPLOYEES OR BASE
OPTIONS IN FISCAL PRICE EXPIRATION
NAME (#)(2) 1999 ($/SH) DATE 5% ($) 10% ($)
---- ---------- ---------- -------- ---------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Wayne T. Hockmeyer.................... 240,000 10.5% 56.719 2/24/09 8,575,913 21,643,970
Melvin D. Booth....................... 200,000 8.8% 56.719 2/24/09 7,146,594 18,036,642
David M. Mott......................... 200,000 8.8% 56.719 2/24/09 7,146,594 18,036,642
Franklin H. Top, Jr................... 90,000 4.0% 56.719 2/24/09 3,215,967 8,116,489
James F. Young........................ 90,000 4.0% 56.719 2/24/09 3,215,967 8,116,489
Armando Anido......................... 140,000 6.2% 108.250 8/30/09 9,547,650 24,096,450
Bogdan Dziurzynski.................... 90,000 4.0% 56.719 2/24/09 3,215,967 8,116,489
</TABLE>
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(1) The indicated dollar amounts are the result of calculations based on the
exercise price of each option and assume five and ten percent appreciation
rates set by the Securities and Exchange Commission and, therefore, are not
intended to forecast possible future appreciation, if any, of the Company's
stock price.
(2) Granted options become exercisable in 25% annual increments beginning on the
first anniversary of the date of grant.
AGGREGATED OPTION EXERCISES IN 1999 AND FISCAL YEAR-END VALUES
The following table sets forth information relating to the exercise of stock
options by the Named Executive Officers during 1999, the number of shares
covered by stock options held by them at December 31, 1999 and also shows the
value of their "in-the-money" options (market price of the Company's stock less
the exercise price) at that date.
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
OPTIONS HELD AT IN-THE-MONEY OPTIONS AT
SHARES DECEMBER 31, 1999(#) DECEMBER 31, 1999 ($)
ACQUIRED VALUE --------------------------- ---------------------------
NAME ON EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- ---------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Wayne T. Hockmeyer................ 488,636 22,085,618 3,864 577,500 555,210 76,992,218
Melvin D. Booth................... 0 0 125,000 575,000 16,609,375 71,659,325
David M. Mott..................... 500,000 19,782,254 33,506 467,500 5,354,694 61,992,838
Franklin H. Top, Jr............... 262,944 11,832,633 203,928 195,000 31,973,990 15,740,655
James F. Young.................... 363,112 14,977,004 0 247,500 0 33,108,315
Armando Anido..................... 0 0 0 140,000 0 8,067,500
Bogdan Dziurzynski................ 107,500 5,650,749 50,000 195,000 7,553,150 25,564,695
</TABLE>
9
<PAGE>
EMPLOYMENT AGREEMENTS
The Company has entered into employment agreements (the "Agreements") with
Dr. Hockmeyer, Mr. Booth, Mr. Mott, Dr. Top, Dr. Young, and Mr. Dziurzynski
dated as of November 1, 1998 and Mr. Anido dated as of August 30, 1999. The
Agreements provide that these executives will serve the Company in the
respective offices listed in the Summary Compensation Table for a term of two
years or fourteen months in the case of Mr. Anido (such period was extended to
October 31, 2001, with consent of the executives, by resolution adopted by the
Compensation and Stock Committee (the "Committee")), subject to earlier
termination as provided in the Agreements. The Agreements provide for a base
salary of each executive during the term of the Agreements ($650,000 for
Dr. Hockmeyer, $575,000 for Mr. Booth, $525,000 for Mr. Mott, $350,000 for
Dr. Top, $350,000 for Dr. Young, $300,000 for Mr. Anido and $300,000 for
Mr. Dziurzynski), with such base salary to be reviewed for possible increase
each year by the Committee. Under the Agreements, each executive (i) will have
an opportunity to earn an annual cash bonus based upon pre-determined
performance standards of the Company, (ii) will be entitled to participate in
such employee benefit and fringe benefit plans or programs as are made available
from time to time to similarly situated executives of the Company and
(iii) will be eligible for the grant of stock options, as determined in the sole
discretion of the Committee.
The Agreements include provisions that are effective upon the termination of
employment of the executive under certain circumstances. In the event that such
a termination by the Company constitutes a "termination without cause" (as
defined in the Agreements), he will be entitled to (i) accrued but unpaid
compensation and benefits, (ii) continued payment of base salary plus a pro rata
bonus amount for a period of two years (or one year in the cases of Dr. Top,
Dr. Young, Mr. Anido and Mr. Dziurzynski) and (iii) continued benefit coverage
for two years (or one year in the cases of Dr. Top, Dr. Young, Mr. Anido and
Mr. Dziurzynski). In the event that the executive resigns or his termination of
employment constitutes a "termination for cause" (as defined in the Agreements),
he will be entitled to accrued but unpaid compensation and benefits. In the
event the executive is terminated on account of death or "disability" (as
defined in the Agreements), he will be entitled to (i) accrued but unpaid
compensation and benefits, (ii) a lump-sum payment equal to one year of base
salary and (iii) in the case of "disability," continuation of medical benefit
coverage for one year.
If the termination of employment of the executive constitutes a "termination
without cause," or a resignation for "good reason," following a "change in
control" of the Company (such terms as defined in the Agreements), he will be
entitled to (i) accrued but unpaid compensation and benefits, (ii) a lump sum
payment equal to the executive's base salary (as in effect immediately prior to
such termination) plus a pro rata bonus amount for three years (or two years in
the cases of Dr. Top, Dr. Young, Mr. Anido and Mr. Dziurzynski) as set forth in
the Agreements, discounted to present value from the dates such payments would
be made if paid on a semi-monthly basis and (iii) continuation of the medical
benefits coverage for a period of three years (or two years in the cases of
Dr. Top, Dr. Young, Mr. Anido and Mr. Dziurzynski). In the event that
Dr. Hockmeyer's, Mr. Booth's or Mr. Mott's termination of employment constitutes
a "termination without cause" or a resignation for "good reason" within six
months following a "change in control" of the Company, such executives shall
retain the right to exercise any options to purchase shares of the Company's
stock until the earlier of (a) three years following the date of such
termination or (b) the expiration of the original full term of each such option.
Dr. Hockmeyer's Agreement also provides for lifetime continuation of
Company-provided medical and dental coverage as in effect from time to time for
10
<PAGE>
officers of the Company, which coverage shall not be affected by any termination
of employment at any time for any reason.
Upon a "change in control" of the Company, all options to purchase Company
stock held by Dr. Hockmeyer, Mr. Booth and Mr. Mott shall become fully vested
and exercisable. In the event that any payment under the Agreements constitutes
an excess parachute payment under Section 280G of the Internal Revenue Code, the
executive will be entitled to additional gross-up payments such that the net
amount retained by the executive after deduction of any excise taxes and all
other taxes on the gross-up payments shall be equal to the net amount that would
have been retained from the initial payments under the Agreements.
The Agreements include certain restrictive covenants for the benefit of the
Company relating to non-disclosure by the executives of the Company's
confidential business information, the Company's right to inventions and
intellectual property, nonsolicitation of the Company's employees and customers
and noncompetition by the executives with the Company's business. In the event
that, subsequent to termination of employment, the executives breach any of the
restrictive covenants or directly or indirectly make any adverse public
statements or disclosures with respect to the business or securities of the
Company, all payments and benefits to which the executives may otherwise be due
under the Agreements shall immediately terminate and be forfeited.
DIRECTOR COMPENSATION
As compensation for serving on the Board, members of the Board who are not
employees of the Company receive an annual retainer of $10,000, a fee of $2,500
per Board meeting attended in person plus expenses and a fee of $1,000 for
participating in a telephonic Board meeting. For attendance at meetings of Board
committees held on days when the Board does not meet, such directors receive
$1,000 per meeting attended in person plus expenses and $500 for participating
by telephone. Directors may also be compensated for special assignments
delegated by the Board of Directors. The Company also has a Non-Employee
Directors Stock Option Plan pursuant to which options for 20,000 shares are
granted to each non-employee director, upon commencement of service on the
Board, and options for 10,000 shares are granted to each non-employee director
on June 30 of each year of continued service on the Board. If the proposed
three-for-one split of the Company's common stock becomes effective (see
"Proposal 2" below), the number of shares covered by options to be granted to
non-employee Directors pursuant to such plan will be increased to 30,000 shares
upon commencement of service on the Board and to 30,000 shares on June 30 of
each year of continued service on the Board.
PERFORMANCE GRAPH
The chart set forth below shows the cumulative return of an investment of
$100 on December 31, 1994 in each of MedImmune's Common Stock, The Nasdaq
Pharmaceutical Stocks Total Return Index (the "Nasdaq Pharmaceutical") and the
Nasdaq Stock Market (U.S.) Index. All values assume reinvestment of the pre-tax
value of dividends paid by companies included in these indices and are
calculated as of December 31 of each year. MedImmune's share prices have been
adjusted to reflect a two-for-one stock split effected by the Company in
December of 1998, but have not been adjusted for the proposed three-for-one
stock split that would become effective if stockholders approve Proposal 2
below. Cumulative return is measured by dividing the difference between the
Company's share price at the beginning and
11
<PAGE>
the end of the measurement period by the share price at the beginning of the
measurement period. The Company has selected the Nasdaq Pharmaceutical Stocks
Index, which is calculated and supplied by Nasdaq, as the appropriate published
industry index for this comparison, as this Index is comprised of 247 companies,
of which a large majority are biotechnology companies. The stock price
performance on the graph below is not necessarily indicative of future price
performance.
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
DATE MEDIMMUNE NASDAQ (U.S.) INDEX NASDAQ PHARMACEUTICAL INDEX
<S> <C> <C> <C>
Dec-94 $100.00 $100.00 $100.00
Dec-95 $571.43 $141.33 $183.41
Dec-96 $485.71 $173.89 $183.98
Dec-97 $1,225.00 $213.07 $189.98
Dec-98 $2,841.09 $300.25 $241.68
Dec-99 $9,478.57 $542.43 $451.62
</TABLE>
12
<PAGE>
PROPOSAL 2--APPROVAL OF AMENDMENT TO RESTATED
CERTIFICATE OF INCORPORATION
On February 17, 2000, the Board of Directors adopted, subject to stockholder
approval, an amendment (the "Amendment") to the Company's Restated Certificate
of Incorporation to increase the authorized number of shares of Common Stock
from 120 million to 320 million. The authorized number of shares of preferred
stock of the Company would remain 5,524,525 shares. The Board of Directors
determined that this amendment is advisable and should be considered at the
Annual Meeting of Stockholders to be held on May 18, 2000. IF THE AMENDMENT IS
APPROVED BY STOCKHOLDERS, THE COMPANY WILL PROCEED WITH THE PROPOSED
THREE-FOR-ONE STOCK SPLIT ANNOUNCED ON FEBRUARY 17, 2000.
As noted above, at March 31, 2000 there were 69,554,994 shares of the
Company's Common Stock outstanding. At that date, after giving effect to
7,954,658 shares reserved for issuance under the Company's stock option plans,
the Company had 713,862 shares available for issuance.
PURPOSES AND EFFECTS OF PROPOSED INCREASE IN THE NUMBER OF AUTHORIZED SHARES OF
COMMON STOCK
The additional Common Stock to be authorized by adoption of the Amendment
would have rights identical to the currently outstanding Common Stock of the
Company. Approval of the Amendment by stockholders and issuance of the Common
Stock would not affect the rights of the holders of currently outstanding Common
Stock of the Company, except for effects incidental to increasing the number of
shares of the Company's Common Stock outstanding, including a dilutive effect on
present stockholders. The availability for issuance of additional shares of
Common Stock could have the effect of making it more difficult for a third party
to acquire, or of discouraging a third party from acquiring, a majority of the
outstanding voting stock of the Company.
The Board of Directors believes it is desirable to increase the number of
shares of Common Stock the Company is authorized to issue to accomplish the
proposed stock split, to reserve an amount of shares issuable upon the exercise
of stock options, and to insure that shares will be available for issuance
without delay, if required in the future. Except for the proposed stock split,
the Company has no present commitments, agreements, or intent to issue
additional shares of Common Stock, other than with respect to currently reserved
shares to be issued under the Company's stock option plans and the shares
requested in Proposal 3 below.
PURPOSES AND EFFECTS OF THE PROPOSED THREE-FOR-ONE COMMON STOCK SPLIT
The Board of Directors anticipates that the increase in the number of
outstanding shares of Common Stock of the Company resulting from a three-for-one
stock split will continue to increase liquidity in MedImmune's common stock and
to make it attractive to a broader group of investors. The Common Stock is
listed for trading on the The Nasdaq Stock Market-Registered Trademark-, and the
Company will apply for listing of the additional shares of Common Stock to be
issued in the event the Amendment is approved. If the Amendment is adopted, each
stockholder of record as of the close of business on May 18, 2000 would be the
record owner of, and entitled to receive, a certificate representing two
additional shares of Common Stock, par value $.01 per share, for each share of
Common Stock then owned by such stockholder. In addition, appropriate
adjustments will be made to the Company's stock option plans. If stockholders
13
<PAGE>
dispose of their shares after the stock split, they may pay higher brokerage
commissions on the same relative interest in the Company because that interest
is represented by a greater number of shares.
TAX EFFECT OF THE THREE-FOR-ONE STOCK SPLIT
The Company has been advised by counsel that the proposed stock split would
result in no gain or loss or realization of taxable income to owners of Common
Stock under existing United States federal income tax laws. The cost basis for
tax purposes of each new share and each retained share of Common Stock would be
equal to one-third the cost basis for tax purposes of the corresponding share
immediately preceding the stock split. In addition, the holding period for the
additional shares issued pursuant to the stock split would be deemed to be the
same as the holding period for the original share of Common Stock. The laws of
jurisdictions other than the United States may impose income taxes on the
issuance of the additional shares and stockholders are urged to consult their
tax advisors on this matter.
EFFECTIVE DATE OF PROPOSED AMENDMENT
The proposed amendment to the Restated Certificate of Incorporation of the
Company, if adopted by the required vote of stockholders, will become effective
upon filing a Certificate of Amendment to the Company's Restated Certificate of
Incorporation with the Secretary of State of the State of Delaware. No further
actions or authorizations by the Company's stockholders would be necessary prior
to the issuance of the additional shares of common stock unless required by
applicable law or regulatory agencies or by the rules of any stock exchange on
which the Company's securities may be listed.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR APPROVAL OF THE AMENDMENT TO
THE RESTATED CERTIFICATE OF INCORPORATION.
14
<PAGE>
PROPOSAL 3--APPROVAL OF AMENDMENT TO 1999 STOCK OPTION PLAN
On February 17, 2000, the Board of Directors adopted an amendment to the
Company's 1999 Stock Option Plan (the "1999 Plan"), subject to stockholder
approval at the 2000 Annual Meeting, which would increase the maximum number of
shares of common stock authorized for issuance under the 1999 Plan from
2,750,000 to 4,750,000 (which would become 14,250,000 shares if Proposal 2 is
approved). The following is a summary of the material features of the 1999 Plan,
as well as the amendment proposed for approval.
The 1999 Plan has been an integral component of the Company's compensation
program since its adoption last year, providing long-term incentives for
employees as well as encouraging their ownership of the Company's common stock.
The 1999 Plan provides for the grant of incentive stock options ("ISOs"), which
qualify under Section 422 of the Internal Revenue Code (the "Code"), and for the
grant of nonqualified stock options ("NSOs"), which do not so qualify. The 1999
Plan is administered by the Compensation and Stock Committee of the Board of
Directors (the "Committee"). Subject to the limitations set forth in the 1999
Plan, the Committee has the authority to determine the persons to whom options
will be granted, the time at which options will be granted, the number of shares
subject to each option, the exercise price of each option, the time or times at
which the options will become exercisable and the duration of the exercise
period. ISOs may be granted only to employees or officers of the Company. NSOs
may be granted to employees, officers, consultants, members of the Board or
advisors of the Company. The option price may not be less than 100% of the fair
market value of the common stock on the date of grant. The maximum number of
shares of common stock underlying stock options that may be granted to any
participant during any one calendar year under the 1999 Plan is 1,000,000 shares
(which would become 3,000,000 shares, if Proposal 2 is approved). The maximum
term of options granted under the 1999 Plan is 10 years from the date of the
grant. ISOs granted to any participant who owns stock possessing more than 10%
of the total combined voting power of all classes of outstanding stock of the
Company are subject to special limitations relating to the exercise price and
term of the options.
The Committee may provide for the acceleration of the exercise period of an
option at any time prior to its termination or upon the occurrence of specified
events, subject to limitations set forth in the 1999 Plan. The Committee has the
authority, with the consent of the participant, to cancel and replace stock
options previously granted with new options for the same or different number of
shares and having a higher or lower exercise price, and may amend, with the
consent of the participant, the terms of any outstanding stock option to provide
for an exercise price that is higher or lower than the current exercise price;
PROVIDED, HOWEVER, THAT THE COMMITTEE SHALL NOT, WITHOUT THE APPROVAL OF THE
COMPANY'S STOCKHOLDERS, CAUSE THE CANCELLATION, SUBSTITUTION OR AMENDMENT OF
OPTIONS THAT WOULD HAVE THE EFFECT OF REDUCING THE EXERCISE PRICE OF OPTIONS
PREVIOUSLY GRANTED UNDER THE PLAN. The 1999 Plan provides for proportionate
adjustments to stock options upon certain reorganizations of the Company, and
provides for the immediate exercisability of options prior to dissolution or
liquidation of the Company or a reorganization in which the Company is not the
surviving corporation, unless such options are assumed or substituted for in the
transaction under conditions specified in the 1999 Plan, or unless otherwise
provided by the Committee. Under the 1999 Plan, the exercise price of an option
is payable in cash or, in the discretion of the Committee, in the Company's
common stock or a combination of cash and such common stock.
The 1999 Plan has a term of 10 years, subject to earlier termination or
amendment by the Board of Directors, and all options granted under the 1999 Plan
prior to its termination remain outstanding until
15
<PAGE>
they have been exercised or are terminated in accordance with their terms. Any
amendment of the 1999 Plan that would change the class of persons eligible for
the grant of options, increase the maximum number of shares that may be subject
to options granted to all participants or to any one participant, or materially
increase the benefits accruing to participants is subject to approval of the
Company's stockholders.
The 1999 Plan was initially adopted by the Board of Directors with 2,750,000
shares of common stock reserved for issuance upon exercise of stock options
granted to participants. In order to allow the 1999 Plan to continue to provide
long-term incentives to employees, the Board of Directors amended the 1999 Plan
on February 17, 2000, subject to stockholder approval, to increase to 4,750,000
(which would become 14,250,000 if Proposal 2 is approved) the number of shares
of common stock authorized for issuance to officers, employees, consultants,
members of the Board or advisors of the Company. As of March 31, 2000, 420,500
shares remained available for grant under the 1999 Plan.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR APPROVAL OF THE AMENDMENT TO
THE 1999 STOCK OPTION PLAN.
PROPOSAL 4--APPOINTMENT OF INDEPENDENT AUDITORS
The Audit Committee recommended and the Board of Directors approved the
appointment of PricewaterhouseCoopers L.L.P. as independent auditors for fiscal
2000, subject to stockholder approval and ratification. The Audit Committee, in
arriving at its recommendation to the Board, reviewed the performance of
PricewaterhouseCoopers L.L.P. in prior years as well as the firm's reputation
for integrity and competence in the fields of accounting and auditing. The Audit
Committee has expressed its satisfaction with PricewaterhouseCoopers L.L.P. in
these respects.
PricewaterhouseCoopers L.L.P. has served as the Company's independent
auditor since the Company's inception. Representatives of PricewaterhouseCoopers
L.L.P. will be present at the stockholders' meeting and will have the
opportunity to make such statements as they may desire. They will also be
available to respond to appropriate questions from the stockholders present.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR APPROVAL OF THE APPOINTMENT OF
PRICEWATERHOUSECOOPERS L.L.P. AS INDEPENDENT AUDITORS OF THE COMPANY FOR THE
YEAR 2000.
16
<PAGE>
SECURITY OWNERSHIP
PRINCIPAL STOCKHOLDERS
The following table sets forth certain information at January 31, 2000
regarding the beneficial ownership of Common Stock of each person known by the
Company to be the beneficial owner of more than five percent of the outstanding
Common Stock, each of the directors of the Company, each of the Named Executive
Officers and all Named Executive Officers and directors of the Company as a
group.
<TABLE>
<CAPTION>
BENEFICIAL OWNERSHIP
---------------------------
NAME NUMBER OF SHARES PERCENT
---- ---------------- --------
<S> <C> <C>
FMR Corp.................................................... 9,061,879 13.3%
82 Devonshire Street
Boston, Massachusetts 02109
BB Biotech AG............................................... 4,075,000 6.0%
Vordergasse 3
8200 Schaffhausen
CH/Switzerland
Wayne T. Hockmeyer, Ph.D.(1)................................ 245,000 *
Melvin D. Booth(1).......................................... 175,000 *
David M. Mott(1)............................................ 291,914 *
Franklin H. Top, Jr., M.D.(1)............................... 569,466 *
M. James Barrett, Ph.D.(1).................................. 10,000 *
James H. Cavanaugh, Ph.D.(2)................................ 59,476 *
Barbara Hackman Franklin(1)................................. 49,500 *
Lawrence C. Hoff............................................ 400 *
Gordon S. Macklin(1)........................................ 95,000 *
James F. Young Ph.D.(1)..................................... 165,273 *
Armando Anido (1)........................................... 100 *
Bogdan Dziurzynski (1)...................................... 160,380 *
All executive officers and directors as a group (12 persons) 1,821,491 2.6%
(1)(2)....................................................
</TABLE>
- ------------------------
* Less than one percent.
(1) Includes shares of Common Stock issuable upon exercise of options vesting
prior to April 1, 2000 as follows: Dr. Hockmeyer, 221,364 shares;
Mr. Booth, 175,000 shares; Mr. Mott, 201,006; Dr. Top, 276,428 shares;
Dr. Barrett, 10,000 shares; Ms. Franklin, 47,500 shares; Mr. Macklin, 65,000
shares; Dr. Young, 90,000 shares; Mr. Dziurzynski, 122,500 shares; and all
officers and directors as a group, 1,208,780 shares.
(2) Includes 29,530 shares owned directly by Dr. Cavanaugh and 29,946 shares
owned by a partnership of which Dr. Cavanaugh is a general partner.
17
<PAGE>
OTHER MATTERS
The Board of Directors of the Company knows of no matters to be presented at
the Annual Meeting other than those described in this Proxy Statement. Other
business may properly come before the meeting and, in that event, it is the
intention of the Proxy Committee to vote as recommended by the Company.
PROXY SOLICITATION
The cost of the solicitation of proxies will be borne by the Company. The
Company will request brokerage houses, banks and other custodians or nominees
holding stock in their names for others to forward proxy materials to their
customers or principals who are the beneficial owners of shares and will
reimburse them for their expenses in doing so. The Company expects to solicit
proxies primarily by mail, but directors, officers, and other employees of the
Company may also solicit in person, by telephone, by facsimile, or by mail. The
Company has retained MacKenzie Partners, Inc. to assist in the solicitation of
proxies. MacKenzie Partners, Inc. will solicit proxies by personal interview,
telephone, facsimile, and mail. It is anticipated that the fee for those
services will not exceed $3,000 plus reimbursement of customary out-of-pocket
expenses.
DEADLINE FOR SUBMISSION OF STOCKHOLDER
PROPOSALS FOR NEXT YEAR'S ANNUAL MEETING
The proxy rules adopted by the Securities and Exchange Commission provide
that certain stockholder proposals must be included in the proxy statement for
the Company's Annual Meeting. For a proposal to be considered for inclusion in
next year's proxy statement, it must be received by the Company no later than
December 1, 2000.
The Company's Annual Report to Stockholders, including the Company's audited
financial statements for the year ended December 31, 1999, is being mailed
herewith to all stockholders of record.
ALL STOCKHOLDERS ARE URGED TO COMPLETE, SIGN AND RETURN THE
ACCOMPANYING PROXY CARD IN THE ENCLOSED ENVELOPE.
By Order of the Board of Directors,
/s/ Carol A. Iorio
Carol A. Iorio
CORPORATE SECRETARY
35 West Watkins Mill Road
Gaithersburg, Maryland 20878
April 14, 2000
18
<PAGE>
[LOGO]
- --------------------------------------------------------------------------------
35 West Watkins Mill Road Gaithersburg, Maryland 20878 301-417-0770 Fax:
301-527-4200
<PAGE>
MEDIMMUNE, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Wayne T. Hockmeyer and David M. Mott, and
each of them, as proxies of the undersigned, each with full power to act
without the other and with full power of substitution, to vote all the shares
of Common Stock of MedImmune, Inc. held in the name of the undersigned at the
close of business on March 31, 2000, at the 2000 Annual Meeting of
Stockholders to be held on May 18, 2000 at 10:00 a.m. Eastern Daylight Time,
and at any adjournments thereof, with all the powers the undersigned would
have if personally present, as indicated on the reverse side hereof.
(CONTINUED AND TO BE SIGNED ON REVERSE SIDE)
<PAGE>
PLEASE DATE, SIGN AND MAIL YOUR
PROXY CARD BACK AS SOON AS POSSIBLE!
ANNUAL MEETING OF STOCKHOLDERS
MEDIMMUNE, INC.
MAY 18, 2000
<TABLE>
<S> <C>
PLEASE MARK YOUR
/X/ VOTES AS IN THIS
EXAMPLE.
FOR AGAINST ABSTAIN
FOR 2. To approve an amendment to the Restated / / / / / /
all nominees Certificate of Incorporation
listed at AGAINST ALL NOMINEES
right (except all TO SERVE FOR 3. To approve an amendment to the 1999 / / / / / /
as marked nominees ONE YEAR TERMS: Stock Option Plan
to the listed
contrary) at right Wayne T. Hockmeyer 4. Ratification of the appointment by / / / / / /
1. ELECTION Melvin D. Booth the Board of Directors of
OF / / / / David M. Mott PricewaterhouseCoopers LLP as principal
DIRECTORS: Franklin H. Top, Jr. independent auditors for 2000.
M. James Barrett
For, except votes withheld from the James H. Cavanaugh 5. In their discretion upon such other / / / / / /
following nominee(s): Barbara H. Franklin matters that may properly come before
Lawrence C. Hoff the meeting, and in accordance with
____________________________________ Gordon S. Macklin the accompanying notice and proxy statement
receipt of which is acknowledged.
IF THIS PROXY IS PROPERLY EXECUTED AND RETURNED, THE SHARES
REPRESENTED THEREBY WILL BE VOTED. IF A CHOICE IS SPECIFIED BY THE
STOCKHOLDER THE SHARES WILL BE VOTED ACCORDINGLY. IF NOT OTHERWISE
SPECIFIED, THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED FOR
THE ELECTION OF DIRECTORS AND FOR PROPOSALS 2 AND 3.
SIGNATURE________________________________ DATE ________________ _____________________________________ DATE ________________
SIGNATURE, IF HELD JOINTLY
Note: Please sign exactly as name appears hereon. When signing in a
representative capacity, please give full title.
</TABLE>
