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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
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
BARRA, 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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BARRA, INC.
2100 MILVIA STREET
BERKELEY, CA 94704
SUPPLEMENT
DATED JULY 17, 2000
TO THE PROXY STATEMENT
DATED JUNE 28, 2000
FOR THE
2000 ANNUAL MEETING OF STOCKHOLDERS
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Please note that certain statements in the BARRA, Inc. Proxy Statement dated
June 28, 2000 indicate that 100,000 shares are currently reserved for issuance
under the BARRA, Inc. Directors Plan so that, upon approval of Proposal No. 4
(which seeks a 100,000 share increase of the reserved amount), 200,000 shares
will be reserved for issuance. These statements are located in the Notice of
Annual Meeting of Stockholders, page 20 of the Proxy Statement and page 3 of the
revised BARRA, Inc. Directors Plan (the "Directors Plan") attached as Exhibit B
to the Proxy Statement.
In fact, 150,000 shares are currently reserved for issuance under the Directors
Plan. The information in the Proxy Statement did not take into account a 3-for-2
stock split of BARRA, Inc.'s Common Stock made payable on October 13, 1997 to
shareholders of record as of September 22, 1997. Accordingly, approval of
Proposal No. 4 will result in 250,000 shares being reserved for issuance under
the Directors Plan.
All voting with respect to Proposal No. 4 on proxy cards submitted by our
stockholders for the 2000 Annual Meeting of Stockholders will be deemed to apply
to the proposal as modified by this Supplement, whether or not such proxy cards
were returned to BARRA, Inc. before the date of this Supplement. However, as
previously indicated, stockholders may revoke their proxy any time before it is
exercised by (1) delivering written notice of revocation to the Secretary of
BARRA, Inc., (2) timely delivery of a valid, later-dated proxy card or (3)
attending the Annual Meeting and voting in person. For the convenience of those
stockholders who have submitted their proxy cards prior to receiving this
Supplement and now wish to revoke their earlier proxy under the method described
in (2) above, enclosed please find a new proxy card for that purpose.
For the Board of Directors
/s/ Andrew Rudd
Andrew Rudd
Chairman of the Board of Directors
Berkeley, California
July 17, 2000
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PROXY
BARRA, INC.
PROXY SOLICITED BY BOARD OF DIRECTORS
FOR ANNUAL MEETING OF STOCKHOLDERS
AUGUST 3, 2000
The undersigned, revoking all prior proxies, hereby appoints Andrew Rudd,
M. Blair Hull and Norman J. Laboe, or any of them, each with full power of
substitution, the lawful attorneys and proxies of the undersigned to vote all
of the shares of Common Stock of BARRA, Inc. which the undersigned shall be
entitled to vote at the Annual Meeting of Stockholders to be held at 2100
Milvia Street, Berkeley, CA 94704, on Thursday, August 3, 2000 at 2:00 p.m.,
local time, and at any adjournments and postponements, with all the powers
the undersigned would possess if personally present, upon matters noted
below. The shares represented by this Proxy shall be voted as follows:
(CONTINUED, AND TO BE MARKED, DATED AND SIGNED, ON THE OTHER SIDE)
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Please mark
your votes as
indicated in
this example /X/
FOR all WITHHOLD for all
nominees nominees
1. To elect as Directors of BARRA, Inc. the / / / /
nominees listed below:
A. George Battle, John F. Casey, Kamal Duggirala, M. Blair Hull,
Norman J. Laboe, Clyde W. Ostler, Andrew Rudd
(MARK NO BOX AND WRITE THE NAME(S) OF THE NOMINEE(S) WITHHELD IN THE SPACE
PROVIDED BELOW.)
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FOR AGAINST ABSTAIN
2. Approval of an amendment to the / / / / / /
Company's Bylaws to change the size of
the range of the Board of Directors from
four (4) to seven (7) to five (5) to
nine (9).
FOR AGAINST ABSTAIN
3. Approval of the adoption of the 2000 Equity / / / / / /
Participation Plan of BARRA, Inc.
FOR AGAINST ABSTAIN
4. Approval of an amendment to BARRA, Inc. / / / / / /
Directors Option Plan to authorize the
issuance of an additional 100,000 shares
thereunder.
FOR AGAINST ABSTAIN
5. Ratification of appointment of Deloitte & / / / / / /
Touche LLP as Independent accountants for
the fiscal year ending March 31, 2001.
PLEASE MARK, DATE, SIGN AND MAIL THIS PROXY PROMPTLY IN THE ENCLOSED ENVELOPE.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR PROPOSALS 1, 2, 3, 4 AND 5. THE BOARD OF DIRECTORS RECOMMENDS A
VOTE FOR PROPOSALS 1, 2, 3, 4 AND 5.
Please sign your name exactly as it appears to the left. In the case of
shares owned in joint tenancy or as tenants in common, all should sign.
Fiduciaries should indicate their title and authority.
Signature(s) ________________________________ Dated: __________________, 2000
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