<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement. [ ] Confidential, for use of the
Commission only (as permitted by
Rule 14a-6(e)(2).
[X] Definitive proxy statement.
[ ] Definitive additional materials.
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12.
VALASSIS COMMUNICATIONS, 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)(1) and
0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
(5) Total fee paid:
- --------------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
- --------------------------------------------------------------------------------
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
(1) Amount Previously Paid:
- --------------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
- --------------------------------------------------------------------------------
(3) Filing Party:
- --------------------------------------------------------------------------------
(4) Date Filed:
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<PAGE> 2
VALASSIS COMMUNICATIONS, INC.
19975 VICTOR PARKWAY
LIVONIA, MI 48152
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
AND PROXY STATEMENT
TO BE HELD MAY 16, 2000
The Annual Meeting of Stockholders of Valassis Communications, Inc.
("Valassis" or the "Company") will be held at Essex House, 160 Central Park
South, New York City, New York 10019 on the 16th day of May 2000, at 9:00 a.m.
(Eastern Daylight Time), to:
(1) elect nine directors to the Company's Board of Directors to hold
office until the next Annual Meeting of Stockholders or until their
respective successors shall have been duly elected and qualified;
(2) ratify the selection of Deloitte & Touche LLP, as independent
auditors for the Company for the 2000 fiscal year; and
(3) transact such other business as may properly come before the Annual
Meeting or any adjournment or adjournments thereof.
The Board of Directors has fixed the close of business on April 3, 2000
as the record date for the determination of the stockholders of the Company
entitled to notice of and to vote at the Annual Meeting of Stockholders. Each
share of the Company's Common Stock is entitled to one vote on all matters
presented at the Annual Meeting.
ALL HOLDERS OF THE COMPANY'S COMMON STOCK (WHETHER THEY EXPECT TO ATTEND THE
ANNUAL MEETING OR NOT) ARE REQUESTED TO COMPLETE, SIGN, DATE AND RETURN PROMPTLY
THE PROXY CARD ENCLOSED WITH THIS NOTICE.
By Order of the Board of Directors,
BARRY P. HOFFMAN
Secretary
April 12, 2000
<PAGE> 3
VALASSIS COMMUNICATIONS, INC.
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 16, 2000
INTRODUCTION
This Proxy Statement is being furnished to stockholders of record of
Valassis Communications, Inc. ("Valassis" or the "Company") as of April 3, 2000
("Record Date"), in connection with the solicitation by the Board of Directors
of Valassis of proxies for the 2000 Annual Meeting of Stockholders ("Annual
Meeting") to be held at Essex House, 160 Central Park South, New York City, New
York 10019 on May 16, 2000 at 9:00 a.m. (Eastern Daylight Time), or at any and
all adjournments thereof, for the purposes stated in the Notice of Annual
Meeting. The approximate date of mailing of this Proxy Statement and the
enclosed form of proxy is April 12, 2000.
OUTSTANDING STOCK AND VOTING RIGHTS
The Board of Directors has fixed the close of business on April 3, 2000 as the
Record Date for the determination of stockholders entitled to notice of the
Annual Meeting, and only holders of record of the Common Stock, par value $.01
per share ("Common Stock"), of the Company on that date will be entitled to
notice of and to vote at the Annual Meeting. As of the Record Date, the Company
had 54,802,514 shares of Common Stock outstanding. Each share of Common Stock is
entitled to one vote on all matters presented at the Annual Meeting.
The presence in person or by proxy of the holders of a majority of the
shares of Common Stock issued and outstanding and entitled to vote at the Annual
Meeting is necessary to constitute a quorum at the meeting. Abstentions and
broker non-votes will be counted to determine whether a quorum is present.
Abstentions and broker non-votes are not counted in the election of directors.
For all other items to be considered at the Annual Meeting, shares represented
by proxies which are marked "abstain" will be counted as part of the total
number of votes cast on such proposals, whereas broker non-votes will not be
counted as part of the total number of votes cast on such proposals. Thus,
abstentions will have the same effect as votes against any given proposal,
whereas broker non-votes will have no effect in determining whether any given
proposal has been approved by the stockholders.
On April 1, 1999, a committee of the Board of Directors of the Company
declared a three for two stock split that was effected in the form of a special
distribution on May 12, 1999 to stockholders of record as of April 16, 1999 (the
"Stock Split"). All shares of Common Stock reported in this Proxy Statement,
including percentages of stock ownership, amount and exercise prices of
outstanding stock options, and stockholdings of executive officers, directors
and 5% beneficial holders takes into effect the Stock Split. If the enclosed
proxy is signed and returned, it may, nevertheless, be revoked at any time prior
to the voting thereof at the pleasure of the stockholder signing it, either by
delivering written notice of revocation to the Secretary of the Company, or by
voting the shares covered thereby in person or by another proxy dated subsequent
to the date thereof.
1
<PAGE> 4
Shares represented by duly executed proxies in the accompanying form will
be voted in accordance with the instructions indicated on such proxies, and, if
no such instructions are indicated thereon, will be voted in favor of the
nominees for election as directors named below and for the other proposals
referred to below.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
To the Company's knowledge, as of February 29, 2000, the only persons
(including "groups" as that term is used in Section 13(d)(3) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act")) who beneficially own more
than 5% of the Company's Common Stock are the following:
<TABLE>
<CAPTION>
Title of Name and Address Beneficial Percent
Class of Beneficial Owner Ownership of Class
- ----- ------------------- ---------- --------
<S> <C> <C> <C>
Common Stock Goldman Sachs Asset Management(1) 4,874,460 8.7%
1 New York Plaza
New York, New York 10004
Common Stock Morgan Stanley Dean Witter & Co.(2) 3,814,201 6.78%
1585 Broadway
New York, New York 10036
Common Stock AMVESCAP PLC(3) 2,903,790 5.16%
1315 Peachtree Street, N.E.
Atlanta, Georgia 30309
</TABLE>
- ----------------
(1) According to information contained in a Schedule 13G filing with the
Securities and Exchange Commission ("SEC") on February 11, 2000, Goldman
Sachs Asset Management ("GS") has sole voting and sole dispositive power
with respect to 4,874,460 shares of Common Stock. In addition, according to
such filing, GS disclaims beneficial ownership of the Common Stock
beneficially owned by (i) any client accounts with respect to which GS or
its employees have voting or investment discretion, or both, and (ii)
certain investment entities, of which a subsidiary of GS is the general
partner, managing general partner or other manager, to the extent interests
in such entities are held by persons other GS.
(2) According to information contained in a Schedule 13G filing with the SEC on
February 4, 2000, Morgan Stanley Dean Witter & Co. has shared voting power
with respect to 3,678,601 shares of Common Stock and shared dispositive
power with respect to 3,814,201 shares of Common Stock. Morgan Stanley Dean
Witter & Co. does not have sole voting or sole dispositive power over any
of the 3,814,201 shares of Common Stock.
(3) According to information contained in a Schedule 13G filing with the SEC on
February 4, 2000, AMVESCAP PLC, AVZ, Inc., AIM Management Group Inc.,
AMVESCAP Group Services, Inc., INVESCO, Inc., INVESCO North American
Holdings, Inc., INVESCO Capital Management, Inc., INVESCO Funds Group,
Inc., INVESCO Management & Research, Inc., INVESCO Realty Advisers, Inc.,
and INVESCO (NY) Asset Management, Inc. have shared voting and shared
dispositive power over the 2,903,790 shares of Common Stock.
2
<PAGE> 5
DIRECTORS AND EXECUTIVE OFFICERS
The Board of Directors presently is comprised of nine directors. All
directors elected at the 2000 Annual Meeting will serve until the next Annual
Meeting or until their respective successors are duly elected and qualified.
1. ELECTION OF DIRECTORS (PROPOSAL 1)
Set forth below is certain information with respect to each of the
nominees for the office of director and each other executive officer of the
Company.
Shares represented by proxies returned duly executed will be voted,
unless otherwise specified, in favor of the following nine nominees: Richard N.
Anderson, Patrick F. Brennan, Seth Goldstein, Brian J. Husselbee, Joseph E.
Laird, Jr., Robert L. Recchia, Marcella A. Sampson, Alan F. Schultz and
Ambassador Faith Whittlesey. Each nominee for director has consented to serve on
the Board of Directors and will be elected by a plurality of the votes cast at
the Annual Meeting. If any (or all) such persons should be unavailable or unable
to serve, the persons named in the enclosed proxy will vote the shares covered
thereby for such substitute nominee (or nominees) as the Board of Directors may
select. Stockholders may withhold authority to vote for any nominee by marking
the "Exceptions" box on the proxy card and by entering the name of such nominee
in the space provided for such purpose on the proxy card.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF ALL OF THE
NOMINEES NAMED HEREIN.
DIRECTORS
Richard N. Anderson, 54, has served as a director of Valassis since
December 1998. He has served as Executive Vice President of Manufacturing and
Media of Valassis since 1992 and served as Group Vice President of Inserts from
1986 through 1992. Mr. Anderson held various management positions with Valassis
Inserts, Inc., the Company's former subsidiary ("Inserts"), including Division
Vice President and Vice President of Manufacturing, since joining Inserts in
1982 until its merger with Valassis.
Patrick F. Brennan, 68, has served as director of Valassis since August
1998. He retired in December 31, 1996 as the President and Chief Executive
Officer of Consolidated Papers, Inc., one of the nation's leading paper
companies. Mr. Brennan serves as a member of the Board of Directors of Northland
Cranberries, Inc., a juice manufacturing company.
Seth Goldstein, 29, has served as a director of Valassis since March
1999. Since January 1999, he has served as Entrepreneur-in-Residence at Flatiron
Partners, a prominent Internet Venture Capital firm. In March 1998, he created a
new digital convenience service for busy, connected professionals called
www.root.net. In August 1995, he founded Site Specific, one of the first
Internet marketing agencies which was acquired in May 1997 by US Web/CKS. Mr.
Goldstein served as Senior Vice President of the CKS Group until March 1998.
Prior to 1995, Mr. Goldstein founded a CD-ROM company called Riverbed. Mr.
Goldstein is an advisor to a number of e-commerce and e-service companies,
including the Impulse Buy Network and Support City.
Brian J. Husselbee, 48, has served as a director of Valassis since August
1998. He is the President and Chief Executive Officer, since July 1997, and was
General Manager, from January 1997 to June 1997, of NuWorld Marketing, Ltd., a
coupon clearing organization. Prior to that, he was President of Nielsen
Clearing House Canada from January 1996 to December 1996 and Senior Vice
President of Nielsen Clearing House U.S.A. from January 1994 to December 1995.
He was on the Compensation Committee of NuWorld Marketing, Ltd. during 1998.
3
<PAGE> 6
Joseph E. Laird, Jr., 54, has served as a director of Valassis since June
1999. Since January 1999, he has served as Chairman and Chief Executive Officer
of Laird(2), a specialty investment bank focused exclusively on the database
information industry. From 1989 through 1999, he served as a Managing Director
of the Database Information Strategic Industry Group at Veronis, Suhler &
Associates. Mr. Laird serves as a member of the Board of Directors of FactSet
Research Systems, a financial database information company.
Robert L. Recchia, 43, has been Chief Financial Officer, Treasurer and a
director of Valassis since October 1991. Mr. Recchia has been Chief Financial
Officer and Treasurer, since joining Inserts in 1982 until its merger with
Valassis.
Marcella A. Sampson, 69, has served as a director of Valassis since
August 1998. She retired in 1999 from Central State University in Wilberforce,
Ohio. During her 35 years of service to Central State, she served as Dean of
Students and directed the Central State University Career Services Center since
1975. She has received awards and honors for her work in the field of education
and is a recognized expert in college student placement, particularly
experiential opportunities.
Alan F. Schultz, 41, has served as a director of Valassis since December
19, 1995. He is Chief Executive Officer, President and Chairman of the Board of
Directors of Valassis. Mr. Schultz was elected Chief Executive Officer and
President in June 1998 and appointed Chairman of the Board of Directors in
December 1998. He served as Executive Vice President and Chief Operating Officer
of Valassis from 1996 through 1998 and served as Executive Vice President of
Sales and Marketing of Valassis from 1992 through 1996. Mr. Schultz has held
positions as Director of Insert Operations and Vice President of the Central
Sales Division at Inserts, since joining Inserts in 1984 until its merger with
Valassis.
Ambassador Faith Whittlesey, 61, was elected a director of Valassis in
January 1992. She has had a long career in government, law and politics at
local, state and national levels. She has served as President and Chairman of
the Board of the American Swiss Foundation, headquartered in New York, since
1989 and as President of Maybrook Associates, Inc. since 1998. She served as
U.S. Ambassador to Switzerland from 1981 to 1983 and from 1985 to 1988. From
1983 to 1985, Ambassador Whittlesey was a member of the Senior White House
Staff. Ambassador Whittlesey serves as a member of the Board of Directors and
the Compensation Committee of the Sunbeam Corporation and of the Advisory Board
of Nestle USA, Inc.
ADDITIONAL EXECUTIVE OFFICERS
In addition to the executive officers who are listed as being directors of
Valassis, Valassis has the following executive officers:
Richard Herpich, 48, has served as Executive Vice President of
Manufacturer Services of Valassis since June 1998. He served as National Sales
Manager from January 1996 through June 1998, Vice President, Midwest Sales
Division from June 1994 through December 1995 and Account Manager from 1978
through June 1994.
Barry P. Hoffman, 58, has served as Executive Vice President, General
Counsel and Secretary of Valassis since July 1991, and was a director from
October 1991 through January 1992. Mr. Hoffman has been Group Vice President,
General Counsel and Secretary, since joining Inserts in 1982 until its merger
with Valassis. He served as a director of Inserts from October 1991 until
January 1992.
4
<PAGE> 7
Peter J. Simons, 53, has served as Executive Vice President of Retail
Services of Valassis since June 1998. Prior to that, he was Vice President of
Valassis Impact Promotions, a division of Valassis, since 1988. From 1987 to
1988, he started and was Vice President of Printing Operations, and from 1986 to
1987, he was Vice President of Wichita Color Graphics, both divisions of
Valassis.
SECURITY OWNERSHIP OF DIRECTORS AND MANAGEMENT
The following table sets forth certain information concerning beneficial
ownership of the Company's Common Stock by the directors, the five executive
officers named under the heading "SUMMARY COMPENSATION TABLE," and all directors
and executive officers as a group, as of February 22, 2000. Beneficial ownership
is determined in accordance with the rules and regulations of the Securities and
Exchange Commission. For purposes of calculating the percentage beneficially
owned, the number of shares of Common Stock includes 55,549,793 shares of Common
Stock outstanding as of February 22, 2000 and the shares of Common Stock subject
to options held by the person or group that are currently exercisable or
exercisable within 60 days from February 22, 2000. The address of Seth Goldstein
is c/o Flatiron Partners, 257 Park Avenue South, 12th Floor, New York, NY 10010.
The address of Joseph E. Laird, Jr. is c/o Laird Squared, 380 West 12th Street,
Suite 7A, New York, NY 10014. The address of all other persons listed below is
c/o Valassis Communications, Inc., 19975 Victor Parkway, Livonia, Michigan
48152.
<TABLE>
<CAPTION>
Shares Beneficially
Name Owned (1) Percent
- ---- --------- -------
<S> <C> <C>
Richard N. Anderson 369,278(2) *
Patrick F. Brennan 7,797(3) *
Seth Goldstein 3,517(4) *
Richard Herpich 276,804(5) *
Barry P. Hoffman 296,990(6) *
Brian J. Husselbee 6,897(7) *
Joseph E. Laird, Jr 373 *
Robert L. Recchia 314,674(8) *
Marcella A. Sampson 6,897(9) *
Alan F. Schultz 844,983(10) 1.5%
Faith Whittlesey 13,105(11) *
All executive officers and directors as a
group (12 persons) 2,162,515(12) 3.8%
</TABLE>
- ----------------
(*) Less than 1.0%
(1) Unless otherwise noted, each director and executive officer has sole
voting and investment power with respect to the shares shown as
beneficially owned by him or her.
(2) Includes currently exercisable options to purchase 310,000 shares of
Common Stock pursuant to the Company's Amended and Restated Long Term
Incentive Plan ("LTIP").
(3) Includes currently exercisable options to purchase 6,000 shares of
Common Stock granted to independent directors pursuant to the Company's
Amended and Restated LTIP.
(4) Includes currently exercisable options to purchase 3,000 shares of
Common Stock granted to independent directors pursuant to the Company's
Amended and Restated LTIP.
5
<PAGE> 8
(5) Includes currently exercisable options to purchase 249,000 shares of
Common Stock pursuant to the Company's Amended and Restated LTIP.
(6) Includes currently exercisable options to purchase 262,000 shares of
Common Stock pursuant to the Company's Amended and Restated LTIP.
(7) Includes currently exercisable options to purchase 6,000 shares of
Common Stock granted to independent directors pursuant to the Company's
Amended and Restated LTIP.
(8) Includes currently exercisable options to purchase 280,000 shares of
Common Stock pursuant to the Company's Amended and Restated LTIP.
(9) Includes currently exercisable options to purchase 6,000 shares of
Common Stock granted to independent directors pursuant to the Company's
Amended and Restated LTIP.
(10) Includes currently exercisable options to purchase 748,750 shares of
Common Stock pursuant to the Company's Amended and Restated LTIP.
(11) Includes currently exercisable options to purchase 6,000 shares of
Common Stock granted to independent directors pursuant to the Company's
Amended and Restated LTIP.
(12) This number includes currently exercisable options to purchase
1,882,750 shares of Common Stock pursuant to the Company's Amended and
Restated LTIP. In accordance with Rule 13d-3(d)(1) under the Exchange
Act, the 1,882,750 shares of Common Stock for which the Company's
directors and executive officers as a group hold currently exercisable
options have been added to the total number of issued and outstanding
shares of Common Stock solely for the purpose of calculating the
percentage of such total number of issued and outstanding shares of
Common Stock beneficially owned by such directors and executive
officers as a group.
6
<PAGE> 9
OPERATION OF THE BOARD OF DIRECTORS
During the fiscal year ended December 31, 1999, the Board of Directors of
the Company held seven meetings (including regularly scheduled and special
meetings). Each director attended at least 75% of the meetings held by the Board
of Directors during the period in which such director served, including the
meetings held by the committees on which such director served.
COMMITTEES OF THE BOARD
The standing committees of the Board of Directors include the Executive
Committee, the Audit Committee and the Compensation/Stock Option Committee
(each, a "Board Committee" and collectively, the "Board Committees").
The Executive Committee, whose members are Alan F. Schultz, Robert L.
Recchia and Ambassador Faith Whittlesey, is generally authorized to exercise the
powers of the Board of Directors in the management of the Company; provided,
however, that the Executive Committee does not have the authority to declare
cash dividends, amend the certificate of incorporation of the Company, adopt an
agreement of merger or consolidation, recommend the disposition of all or
substantially all the Company's assets or recommend the dissolution of the
Company. The Executive Committee did not meet during the fiscal year ended
December 31, 1999.
The Audit Committee, whose members are Patrick F. Brennan, Seth Goldstein
and Joseph E. Laird, Jr., recommends the selection of independent auditors,
discusses and reviews the scope and the fees of the prospective annual audit and
reviews the results thereof with the independent auditors, reviews compliance
with existing major accounting and financial policies of the Company, reviews
the adequacy of the financial organization of the Company and reviews
management's procedures and policies relevant to the adequacy of the Company's
internal accounting controls and compliance with federal and state laws relating
to accounting practices. The Audit Committee met once during the fiscal year
ended December 31, 1999.
The Compensation/Stock Option Committee, whose members are Ambassador
Faith Whittlesey, Brian J. Husselbee and Marcella A. Sampson, administers the
Amended and Restated LTIP, the Senior Executives Annual Bonus Plan, the
Executive Restricted Stock Award Plan and the Employee and Director Restricted
Stock Award Plan, and reviews and approves the annual salary, bonus and other
benefits, direct or indirect, of the members of senior management of the
Company. The Compensation/Stock Option Committee is comprised of non-employee
directors as such term is defined under Rule 16b-3 of the Exchange Act. During
the fiscal year ended December 31, 1999, the Compensation/Stock Option Committee
met four times.
7
<PAGE> 10
DIRECTOR COMPENSATION
Currently, directors who are not employees of the Company or its
affiliates (each, an "Independent Director") each receive the following: (i) a
fee of $34,000, comprised of $14,000 in cash plus an annual grant of restricted
stock, pursuant to the Company's Employee and Director Restricted Stock Award
Plan, having an aggregate fair market value equal to $20,000, granted on a
pro-rated quarterly basis ("Independent Director Fee"); (ii) a Board of
Directors meeting fee, in addition to the Independent Director Fee, of $2,000
per meeting attended and $1,000 per telephonic meeting attended; (iii) a Board
Committee meeting fee, in addition to the Independent Director Fee, of $1,000
per meeting attended and $500 per telephonic meeting attended, payable only if
such Board Committee meeting is not scheduled in conjunction with (just before
or after) a Board of Directors meeting (telephonic meeting fees will be paid on
a pro-rated basis if an Independent Director does not participate via telephone
for the entire meeting); and (iv) 3,000 stock options pursuant to the Amended
and Restated LTIP, with a one year vesting requirement.
Directors who are employees of the Company or its affiliates do not
receive any compensation for their services as a director. Accordingly, Messrs.
Anderson, Recchia and Schultz are not compensated as such for their services as
directors.
COMPLIANCE WITH SECTION 16(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Exchange Act requires the Company's executive
officers and directors, and persons who own more than ten percent of a
registered class of the Company's equity securities, to file reports of
ownership and changes in ownership with the SEC and the New York Stock Exchange
("NYSE"). Executive officers, directors and greater than ten percent
shareholders are required by SEC regulation to furnish the Company with copies
of all Section 16(a) forms they file.
Based solely on review of the copies of such forms furnished to the
Company, or written representations that no Forms 5 were required, the Company
believes that during the fiscal year ended December 31, 1999, all Section 16(a)
filing requirements applicable to its officers, directors and greater than ten
percent beneficial owners were complied with.
8
<PAGE> 11
EXECUTIVE COMPENSATION
The following Summary Compensation Table sets forth the compensation of
Alan F. Schultz, the Chief Executive Officer and President of the Company, and
the other four most highly compensated executive officers of the Company (the
"Named Executive Officers") for the Company's last three (3) completed fiscal
years:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Annual Compensation Long-Term
------------------- Compensation Awards
---------------------------
Securities
Restricted Underlying All Other
Name and Principal Stock Award(s) Stock Compensation
Position Fiscal Year Salary($)(1) Bonus($)(2) ($)(3)(4) Options(#) ($)(5)
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Alan F. Schultz December 31, 1999 $ 550,000 $ 550,000 $ 372,188 375,000(6) $ 14,192
Chief Executive December 31, 1998 442,700 442,700 264,375 375,000(7) 12,608
Officer, President December 31, 1997 400,010 400,010 157,500 187,500(8) 2,015,552(9)
and Director
Richard N. Anderson December 31, 1999 325,008 325,008 148,875 150,000(6) 14,192
Executive Vice December 31, 1998 320,008 320,008 70,500 150,000(7) 12,608
President, December 31, 1997 320,008 320,008 63,000 112,500(8) 465,560(9)
Manufacturing and
Media, and Director
Barry P. Hoffman December 31, 1999 300,000 300,000 148,875 150,000(6) 14,192
Executive Vice December 31, 1998 287,508 287,508 70,500 150,000(7) 12,608
President, General December 31, 1997 287,508 287,508 63,000 30,000(8) 415,552(6)
Counsel and Secretary
Robert L. Recchia December 31, 1999 300,000 300,000 148,875 150,000(6) 14,192
Chief Financial December 31, 1998 287,508 287,508 105,750 150,000(7) 12,608
Officer, Treasurer December 31, 1997 287,508 287,508 63,000 75,000(8) 715,552(9)
and Director
Richard Herpich December 31, 1999 235,000 250,000(10) 148,875 150,000 14,192
Executive Vice December 31, 1998 225,004 267,752(10) 105,750 150,000(7) 12,608
President, December 31, 1997 225,004 148,097 42,000 36,000(8) 15,552
Manufacturer
Services
</TABLE>
- ----------------
(1) Salary includes all before-tax contributions by the executive to the
Company's Employees' 401(k) Retirement Savings Plan.
(2) The figures reported in the bonus column represent amounts earned and
accrued for each year and do not include amounts paid in each year which
were earned and accrued in the prior year.
(3) Consists of the value of restricted stock granted under the Company's
Employee and Director Restricted Stock Award Plan or Executive Restricted
Stock Award Plan, as the case may be. All such shares of restricted stock
will vest over a three-year period with the restrictions lapsing during
that three-year period at 33% for each of the first two years, and 34%
during the last year. A recipient of restricted stock under either of such
plans has the right to receive dividends, if any, during such restricted
period. The dollar value set forth for the 1997, 1998 and 1999 restricted
stock awards represents the market value of the shares on the first
business day after the date of the grant ($21.00 on January 2, 1997,
$35.25 on January 2, 1998 and $49.625 on January 4, 1999). The grants of
restricted stock to Mr. Schultz were pursuant to his Employment Agreement.
See "Employment Agreements."
9
<PAGE> 12
(4) The number and value of aggregate restricted stock holdings of each of the
named executives on December 31, 1999 was: Mr. Schultz, 22,612 shares
($955,357); Mr. Anderson, 8,040 shares ($339,690); Mr. Hoffman, 8,040
shares ($339,690); Mr. Recchia, 9,045 shares ($382,151); and Mr. Herpich,
8,535 shares ($360,604). The value of the restricted stock is determined
by multiplying the total shares held by each named executive by the
closing price of the Company's stock on the New York Stock Exchange on
December 31, 1999 ($42.250).
(5) Unless otherwise noted, amounts disclosed in this column consist of
contributions by the Company on behalf of the executive to the Company's
Employees' Profit Sharing Plan.
(6) Consists of nonqualified stock options granted on January 12, 1999
reflecting the adjustment after the Company's three-for-two stock split in
respect of the Company's Common Stock pursuant to the Company's Amended
and Restated LTIP. Such stock options become exercisable in increments of
33.333%, 33.333% and 33.334% at such time that the closing sales price per
share of Common Stock is equal to or exceeds $41.33, $45.33 and $49.33,
respectively. In any event, however, such options vest by January 12, 2003
and shall be exercisable until January 12, 2005.
(7) Consists of nonqualified stock options granted on September 15, 1998
reflecting the adjustment after the Company's three-for-two stock split in
respect of the Company's Common Stock pursuant to the Company's Amended
and Restated LTIP. Such stock options become exercisable in increments of
33.333%, 33.333% and 33.334% at such time that the closing sales price per
share of Common Stock is equal to or exceeds $28.00, $31.33 and $34.67,
respectively. In any event, however, such options vest by September 15,
2003 and shall be exercisable until September 15, 2005.
(8) Consisted of nonqualified stock options granted in December 1997
reflecting the adjustment after the Company's three-for-two stock split in
respect of the Company's Common Stock pursuant to the Company's Amended
and Restated LTIP. Such stock options became exercisable 20% per year over
five years.
(9) Represents a special cash bonus paid in 1997 to Alan F. Schultz, Richard
N. Anderson, Barry P. Hoffman and Robert L. Recchia in the amount of
$2,000,000, $450,008, $400,000 and $700,000, respectively by Conpress
International (Netherlands Antilles) N.V., in connection with the U.S. and
foreign offerings of all of its stock in Valassis in July 1997. The total
amount paid by Conpress International (Netherlands Antilles) N.V.
(including the amounts listed in this table) to certain Valassis
executives was $7,300,000. In addition, such amount includes a
contribution by the Company on behalf of each such executive to the
Company's Employee Profit Sharing Plan of $15,552.
(10) Includes amounts paid to Mr. Herpich under compensation plans in which he
participated prior to the time he became an executive officer of the
Company.
10
<PAGE> 13
OPTION GRANTS IN LAST FISCAL YEAR TO NAMED EXECUTIVE OFFICERS
<TABLE>
<CAPTION>
Potential Realizable Value at
Assumed Annual Rate of Stock
Individual Grants(*) Price Appreciation for Option Term
-------------------------- ------------------------------------
Number of Percent of
Securities Total Options
Underlying Granted to Exercise or
Options Employees in Base Price
Name Granted(#) Fiscal Year ($/sh)(1) Expiration Date 5%($) 10%($)
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Alan F. Schultz 375,000 18.67% $34.6667 1/12/05 $4,421,247 $10,030,302
Richard N. Anderson 150,000 7.5% 34.6667 1/12/05 1,768,499 4,012,121
Robert L. Recchia 150,000 7.5% 34.6667 1/12/05 1,768,499 4,012,121
Barry P. Hoffman 150,000 7.5% 34.6667 1/12/05 1,768,499 4,012,121
Richard Herpich 150,000 7.5% 34.6667 1/12/05 1,768,499 4,012,121
</TABLE>
- ----------------
(*) All options listed herein were granted on January 12, 1999 and become
exercisable in increments of 33.333%, 33.333% and 33.334% at such time
that the closing sales price per share of Common Stock is equal to or
exceeds $41.33, $45.33 and $49.33, respectively. In any event, however,
the options vest by January 12, 2003 and shall be exercisable until
January 12, 2005.
(1) The exercise price for all stock option grants shown in this column is the
closing sales price per share of Common Stock on the NYSE on the date of
grant.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES TO NAMED EXECUTIVE OFFICERS
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money Options
Options at FY-End(#) at FY-End($)(*)
Shares Acquired
Name on Exercise(#) Value Realized($) Exercisable/Unexercisable Exercisable/ Unexercisable
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Alan F. Schultz 93,536 $2,899,504 687,500 / 250,000 $10,955,719 / 3,692,699
Robert L. Recchia 37,500 1,134,019 265,000 / 110,000 4,162,705 / 1,696,663
Richard Herpich 25,000 547,800 237,000 / 92,000 3,566,830 / 1,355,164
</TABLE>
- ----------------
(*) Based on the NYSE Composite closing price for the last business day of the
1999 fiscal year ($42.25). All of the stock options exercised by the Named
Executive Officers listed above have exercise prices of $11.3333 per share
with the exception of 9,000 stock options and 13,000 stock options
exercised by Mr. Herpich which had exercise prices of $20.2917 and $21.75,
respectively.
11
<PAGE> 14
SUPPLEMENTAL BENEFIT PLAN
The Company established a Supplemental Benefit Plan in 1998. The
Supplemental Benefit Plan covers management employees who are designated by the
Company's Compensation/Stock Option Committee. Participating employees earn
credited service for each year of continuous service with the Company. The
annual amount of supplemental benefit is calculated by multiplying a
participant's years of credited service by one and one-half percent of the
participant's average annual base pay while employed by the Company for the 36
months immediately preceding retirement or other termination of employment. The
amount of supplemental benefit provided by the Supplemental Benefit Plan is
payable semi-annually for a period of ten years, commencing upon retirement,
death or other termination of employment. Supplemental benefits are provided on
a non-contributing basis.
The following table illustrates the maximum annual benefits payable to a
participant for specified final average annual compensation and specified years
of service, assuming retirement at age 65 and payment for a period of ten years:
<TABLE>
<CAPTION>
Final Average Participant's Years of Service
Annual Base -----------------------------------------------------------------------
Salary 5 10 15 20 25 30 35
- ---------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
150,000 11,250 22,500 33,750 45,000 56,250 67,500 78,750
175,000 13,125 26,250 39,375 52,500 65,625 78,750 91,875
200,000 15,000 30,000 45,000 60,000 75,000 90,000 105,000
225,000 16,875 33,750 50,625 67,500 84,375 101,250 118,125
250,000 18,750 37,500 56,250 75,000 93,750 112.500 131,250
275,000 20,625 41,250 61,875 82,500 103,125 123,750 144,375
300,000 22,500 45,000 67,500 90,000 112.500 135,000 157,500
350,000 26,250 52,500 78,750 105,000 131,250 157,500 183,750
400,000 30,000 60,000 90,000 120,000 150,000 180,000 210,000
450,000 33,750 67,500 101,250 135,000 168,750 202,500 236,250
500,000 37,500 75,000 112,500 150,000 187,500 225,000 262,500
550,000 41,250 82,500 123,750 165,000 206,250 247,500 288,750
600,000 45,000 90,000 135,000 180,000 225,000 270,000 315,000
</TABLE>
Base compensation counted under the plan excludes bonuses, commissions or
other compensation of any kind. Three-year average base compensation for each
Named Executive Officer participating in the plan as of the end of the last
fiscal year is: Alan F. Schultz $464,237, Richard N. Anderson $321,672, Barry P.
Hoffman $291,672, Robert L. Recchia $291,672, and Richard Herpich $228,336. The
benefits under the Supplemental Benefit Plan are not subject to any deduction
for Social Security or any other offset amounts. The approximate number of years
of service for each of the Named Executive Officers as of December 31, 1999 is:
17 years for Mr. Anderson; 21 years for Mr. Herpich; 17 years for Mr. Hoffman;
17 years for Mr. Recchia; and 15 years for Mr. Schultz.
12
<PAGE> 15
STOCK PRICE PERFORMANCE GRAPH
The following performance graph shows the Company's annual cumulative total
stockholder return on its Common Stock for the five full years ending December
31, 1995, 1996, 1997, 1998 and 1999 respectively, based on an assumed investment
of $100. The graph compares the Company's performance with that of the Standard
& Poor's S&P 500 Stock Index and a peer group consisting of Advo Inc., Catalina
Marketing Corp., R.R. Donnelley & Sons, Interpublic Group of Companies and Times
Mirror Company.
STOCKHOLDER RETURNS (DIVIDENDS REINVESTED)
[PERFORMANCE GRAPH]
Indexed Returns Years Ending
<TABLE>
<CAPTION>
Base
Period
1994 1995 1996 1997 1998 1999
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
VCI 100 116.67 140.83 246.67 344.17 422.50
Peer
Group 100 144.08 159.09 206.99 265.22 315.24
S&P
Index 100 137.58 169.17 225.60 290.08 351.12
</TABLE>
(December fiscal year basis)
- ----------------
This stock price performance graph shall not be deemed to be incorporated
by reference by any general statement incorporating by reference this Proxy
Statement into any filing under the Securities Act of 1933, as amended, or the
Exchange Act and shall not otherwise be deemed filed under such Acts.
13
<PAGE> 16
COMPENSATION/STOCK OPTION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation/Stock Option Committee of the Board of Directors of the
Company has furnished the following report on executive compensation:
PHILOSOPHY
The compensation philosophy of the Company is to develop and implement
policies that will encourage and reward outstanding financial performance, seek
to increase the profitability of the Company, and thereby increase stockholder
value. Maintaining competitive compensation levels in order to attract, retain
and reward executives who bring valuable experience and skills to the Company is
also an important consideration. The Company's executive compensation programs
are designed to attract and retain talented individuals and motivate them to
achieve the Company's business objectives and performance targets, including
increasing long-term stockholder value.
The Compensation/Stock Option Committee of the Board of Directors is
composed of the three directors listed below. Working with the Company, the
Compensation/Stock Option Committee develops and implements compensation plans
for the Company's executive officers.
COMPENSATION STRUCTURE
The Compensation/Stock Option Committee believes that it is in the best
interests of the Company and its stockholders that its executive officers be
compensated in a manner that provides such officers with a strong incentive to
advance both the short-term and long-term interests of the Company. The
Compensation/Stock Option Committee, working with management, has instituted a
compensation structure which is designed to ensure that a high proportion of
compensation is tied in some manner to both short-term and long-term corporate
performance. Accordingly, the Company's compensation structure includes both
cash-based and equity-based compensation consisting of base salary, annual cash
bonuses, stock options and restricted stock awards.
The annual cash compensation of the executive officers, including the
Chief Executive Officer, for the year ended December 31, 1999, consisted of
annual salary and cash bonuses. The cash bonuses were paid two times a year and
were contingent upon the attainment by the Company of meeting semi-annual
earnings per share targets that were set by the Committee for the six-month
period ending June 30, 1999 and for the six-month period ending December 31,
1999. The Committee believes that a target based upon earnings per share
emphasizes the Company's commitment to reach and maintain a competitive rate of
return on equity and achieve long-term growth in earnings - critical factors for
assuring creation of value for its stockholders. Additionally, the Committee
believes that by providing for bonuses twice a year instead of annually, a
greater sense of urgency will motivate executive officers to meet targets. The
specific targets for the Company's fiscal year ended December 31, 1999 which
were selected by the Committee are not disclosed herein because the Committee
has determined that it is confidential business information, the disclosure of
which would have an adverse effect on the Company.
Non-cash compensation of executive officers for the year ended December
31, 1999, consisted of options granted under the Company's Amended and Restated
1992 Long-Term Incentive Plan and restricted stock granted pursuant to the
Employee and Director Restricted Stock Award Plan or the Executive Restricted
Stock Plan, as the case may be.
14
<PAGE> 17
The stock options produce value for executives only if the Company's
stock price increases over the option exercise price, which for all options
granted to such executives during 1999 is the fair market value of Valassis
Common Stock on the date of grant. Although there are no particular targets with
respect to executive officers' holdings of stock options, in general, the higher
the level of an executive's responsibility, the larger this stock-based
component of his or her compensation will be. In the past, the
Compensation/Stock Option Committee had granted options that generally vested in
equal portions over a five-year period. Commencing September 1998 and again in
January 1999, to further strengthen the commonality of interest between senior
management and the Company's stockholders, the Committee granted
performance-based stock options to its executive officers that provide
accelerated vesting in 1/3 increments as the Company's Common Stock meets
certain specified price per share targets. The Committee determined that these
performance-based options would provide even greater motivation for its
executive officers to achieve the Company's performance targets.
The Committee believes that grants of restricted stock further a sense of
stock ownership by executive officers and give the Company a significant
advantage in retaining key executives. Moreover, the Committee believes that
restricted stock is a particularly appropriate vehicle for executives whose
salaries are more fully developed and thus are used by the Company, in some
cases, in lieu of salary increases. In order to assure the retention of
high-level executives and to the compensation of those executives to the
creation of long-term value for stockholders, the Compensation/Stock Option
Committee provides that the restricted stock granted to executives in lieu of,
or in supplement to, salary increase vests in approximately equal portions over
a three-year period.
All other compensation of executive officers consists of participation in
the Valassis Employees Profit Sharing Plan and its 401(k) Plan. In addition, all
employees of Valassis are eligible to participate in the Employee Stock Purchase
Plan.
The compensation of each executive officer (other than the Chief
Executive Officer) is generally based on an annual review of such officer's
performance by the Chief Executive Officer and his recommendations to the
Compensation/Stock Option Committee. The compensation of the Chief Executive
Officer is generally based on an annual review of such officer's performance by
the Compensation/Stock Option Committee. In establishing and administering the
variable elements in the compensation of the Company's executive officers, the
Compensation/Stock Option Committee tries to recognize individual contributions,
as well as overall business results. Compensation levels are also determined
based upon the executive's responsibilities, the efficiency and effectiveness
with which he or she marshals resources and oversees the matters under his or
her supervision, and the degree to which he or she has contributed to the
accomplishments of major tasks that advance the Company's goals. The Company's
financial performance is a key factor that affects the overall level of
compensation for executive officers.
CHIEF EXECUTIVE OFFICER COMPENSATION
Mr. Schultz is employed under an employment agreement which expires on
December 31, 2003. The level of Mr. Schultz's salary and the semi-annual bonus
to which he is entitled for the fiscal year ended December 31, 1999 is set forth
in his employment agreement. The amount of Mr. Schultz's aggregate bonuses for
the fiscal year ended December 31, 1999 was based on the achievement by the
Company of certain semi-annual earnings per share targets set by the
Compensation/Stock Option Committee. No bonus is earned unless at least 70
percent of the earnings per share target has been met by the Company. Based on
the Company's earnings per share performance during 1999, Mr. Schultz received
approximately 100 percent of his potential bonus, or $550,000. In addition, for
the fiscal year ended December 31, 1999, Mr. Schultz received 11,250 shares of
restricted stock pursuant to his employment agreement. For each subsequent
fiscal
15
<PAGE> 18
year during the term of his employment agreement, Mr. Schultz will be eligible
to receive 11,250 shares of restricted stock, an additional 11,250 shares of
restricted stock if the Compensation/Stock Option Committee determines that a
certain percentage of the performance targets have been met and an additional
11,250 shares of restricted stock under the Executive Restricted Stock Award
Plan if a higher percentage of the performance targets have been met.
During the fiscal year ended December 31, 1999, Mr. Schultz was paid a
salary at a rate of $550,000 per year under his employment agreement. The
Committee believes that Mr. Schultz's salary is reasonable in light of his
outstanding leadership through the years. The Committee believes that Mr.
Schultz's compensation level reflects the Committee's confidence in Mr. Schultz
and the Company's desire to retain Mr. Schultz's outstanding talents at the head
of the Company.
EXECUTIVE OFFICER COMPENSATION
Each of the Company's executive officers is currently employed pursuant
to a multi-year employment agreement, the purpose of which is to retain the
services of such officer for an extended period and to protect the Company with
the establishment of no compete/no raid obligations for former executives. The
length of time employment agreements are extended into the future is a result of
a variety of factors, including the staggering of expiration dates of other
executive employment agreements, the roles and responsibilities of the executive
and a risk assessment of the executive being hired by a competitor of Valassis.
The minimum compensation to which each executive officer was entitled for 1999
is specified in the employment agreement, and the bonuses, which are a major
part of an executive's cash compensation, were based on the achievement by the
Company of certain earnings per share targets. No bonus is earned unless a
percentage of the earnings per share target with respect to each semi-annual
period determined by the Committee has been met by the Company. No aggregate
bonus may exceed 100 percent of an executive's annual base salary. Based on the
Company's earnings per share performance for 1999, each executive received
approximately 100 percent of his potential bonus.
Stock options and restricted stock are awarded to the executives by the
Compensation/Stock Option Committee. In determining the size of option and
restricted stock awards for a particular executive officer, the
Compensation/Stock Option Committee considers the amount of stock options and
restricted stock previously awarded to other executive officers in a like
position in addition to the other compensation considerations discussed above.
During 1998, the Compensation/Stock Option Committee determined that, in order
to further incentize management, certain eligible executive officers would be
entitled to a certain amount of restricted stock if the Committee determines
that a certain percentage of the performance targets have been met and an
additional amount of restricted stock if a higher percentage of the performance
targets have been met. The amount of restricted stock and applicable performance
target is specified in the executive's employment agreement.
The Compensation/Stock Option Committee believes that the Company's most
direct competitors for executive talent are not necessarily the same companies
with which the Company would be compared for stock performance purposes. Many of
the businesses with which the Company competes for executive talent are
substantially larger and have greater financial resources than the Company. The
Committee believes that one of the Company's most direct competitors is a
non-publicly traded company for which no information regarding stock performance
or executive compensation is available.
The Compensation/Stock Option Committee feels that actions taken
regarding executive compensation are appropriate in view of the individual and
corporate performance.
16
<PAGE> 19
In the event total compensation for any named executive officer exceeds
the $1 million threshold at which tax deductions are limited under Internal
Revenue Code Section 162(m), the Compensation/Stock Option Committee intends to
balance tax deductibility of executive compensation with its responsibility to
retain and motivate executives with competitive compensation programs. As a
result, the Compensation/Stock Option Committee may take such actions as it
deems to be in the best interests of the stockholders, including: (i) provide
non-deductible compensation above the $1 million threshold; (ii) require
deferral of a portion of the bonus or other compensation to a time when payment
may be deductible by the Company; and/or (iii) modify existing programs to
qualify bonuses and other performance-based compensation to be exempt from the
deduction limit.
This report by the Compensation/Stock Option Committee shall not be
deemed to be incorporated by reference by any general statement incorporating by
reference this Proxy Statement into any filing under the Securities Act of 1933
or the Securities Exchange Act of 1934 and shall not otherwise be deemed filed
under such Acts.
COMPENSATION/STOCK OPTION COMMITTEE
Ambassador Faith Whittlesey
Brian J. Husselbee
Marcella A. Sampson
COMPENSATION/STOCK OPTION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During the fiscal year ended December 31, 1999, Ambassador Faith
Whittlesey, Brian J. Husselbee and Marcella A. Sampson served on the
Compensation/Stock Option Committee. No committee member was involved in an
interlocking relationship nor insider participation with respect to the
Compensation/Stock Option Committee.
EMPLOYMENT CONTRACTS
The Company has employment agreements with each of Alan F. Schultz,
Richard Herpich, Richard N. Anderson, Robert L. Recchia and Barry Hoffman, its
Named Executive Officers (each, an "Employment Agreement," and collectively,
such employment agreements, the "Employment Agreements"). The following summary
of certain provisions of the Employment Agreements does not purport to be
complete and is subject to and is qualified in its entirety by reference to the
Employment Agreements. Copies of the Employment Agreements are exhibits to the
Company's SEC filings and are available as described under "Available
Information."
Mr. Schultz's Employment Agreement expires December 31, 2003, Mr.
Herpich's Employment Agreement expires December 31, 2002, Mr. Anderson's
Employment Agreement expires June 30, 2001, Mr. Recchia's Employment Agreement
expires September 30, 2001 and Mr. Hoffman's Employment Agreement expires
December 31, 2001. During the fiscal year ended December 31, 1999, the Company
increased each of the foregoing executive's annual base salary. Mr. Schultz's
Employment Agreement was amended to provide that he is entitled to an annual
base salary equal to $600,000. Mr. Anderson's Employment Agreement provides that
he is entitled to an annual base salary equal to $335,000. Mr. Herpich's
Employment Agreement provides that he is entitled to an annual base salary equal
to $250,000. Pursuant to their respective Employment Agreements, Mr. Hoffman and
Mr. Recchia are each entitled to an annual base salary equal to $310,000.
Further, the Employment Agreements of each of Mr. Anderson, Mr. Herpich, Mr.
Hoffman and Mr. Recchia provide that each such executive is entitled to receive
2,250 shares of restricted stock for each year during
17
<PAGE> 20
the term of his respective Employment Agreement pursuant to the Company's
Executive Restricted Stock Award Plan adopted July 10, 1995 and up to an
additional 4,500 shares of restricted stock for each year during the term of his
Employment Agreement if the Company achieves certain performance targets. Mr.
Schultz's Employment Agreement provides that he is entitled to receive 11,250
shares of restricted stock for each year during the term of his Employment
Agreement and up to 22,500 shares of restricted stock for each year during the
term of his Employment Agreement pursuant to the Executive Restricted Stock
Award Plan adopted on July 10, 1995 if the Company achieves certain performance
targets. In addition, pursuant to the terms of their respective Employment
Agreements, all of these executives may be entitled to semi-annual bonuses of up
to 50% of their annual salary if the Company achieves certain performance
targets set by the Compensation/Stock Option Committee. See "Compensation/Stock
Option Committee Report on Executive Compensation."
Under the terms of all the Employment Agreements for the Named Executive
Officers, if Valassis terminates any of the executives' employment other than
for Cause (as defined in the respective Employment Agreements), or if the
executive terminates his employment for Good Reason (as defined in the
respective Employment Agreements), then Valassis shall continue to pay such
executive a base salary for the duration of the term of his Employment
Agreement, a lump sum cash bonus in an amount equal to two times his maximum
semi-annual cash bonus for the current six-month period (whether or not earned),
the executive's pro rata share of his semi-annual bonus for the six-month period
in which his employment terminates (based on the achievement of certain
performance targets at the end of the six-month period), any deferred
compensation and any accrued vacation pay to the date of termination. The
Employment Agreements provide that, under certain circumstances, Valassis shall
also maintain the executive's participation in all employee welfare and medical
benefit plans in which the executive was eligible to participate at the time of
his termination.
In the event of a termination by reason of death or disability of an
executive officer (as defined in the respective Employment Agreements), Valassis
shall pay to such executive or his estate in a lump sum his annual base salary
through the date of termination, an amount equal to the executive's pro rata
share of his semi-annual bonus for the six-month period in which his employment
terminates (based on the achievement of certain performance targets at the end
of the six-month period), any deferred compensation and any accrued vacation pay
to the date of termination.
If Valassis terminates the employment of any of the foregoing executive
officers for Cause, or any such executive officer terminates his employment with
the Company without Good Reason, the Company shall pay such executive officer
any compensation earned through the date of termination and any previously
deferred compensation, and the Company shall then have no further obligations to
such executive officer under his Employment Agreement.
Under the terms of their Employment Agreements, the executive officers
are prohibited from competing with the Company during the periods of their
scheduled employment with the Company. In the cases of Messrs. Anderson,
Herpich, Hoffman, Recchia and Schultz, this non-competition provision may
continue for up to two years following the scheduled termination of their
respective employment, at the Company's option, during which period the Company
is required to pay such executives, as applicable, their annual base salaries.
In the case of Mr. Schultz, his Employment Agreement provides that this
non-competition provision extends for seven years after the later of the
expiration date of his employment period or severance period, as the case may
be, so long as the Corporation pays Mr. Schultz his annual base salary during
each of the first three years of such seven year period and an amount equal to
one-half of such annual base salary during each of the last four years of such
period.
18
<PAGE> 21
While there are no specific change of control arrangements in the
Employment Agreements, a change of control of Valassis could result in one or
more of the executives being terminated other than for Cause, or one or more of
the executives terminating his employment for Good Reason. In either of such
events, the severance arrangements described above would apply.
2. RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS (PROPOSAL 2)
The Board of Directors has appointed the firm of Deloitte & Touche LLP,
independent certified public accountants ("Deloitte & Touche"), as the auditors
of the Company for the 2000 fiscal year, subject to the ratification of such
appointment by the stockholders at the Annual Meeting. Deloitte & Touche has
audited the Company's financial statements since the year ended December 31,
1997.
If the appointment of Deloitte & Touche for the 2000 fiscal year is not
ratified by the stockholders, the Board of Directors will appoint other
independent accountants whose appointment for any period subsequent to the next
Annual Meeting of Stockholders will be subject to the approval of stockholders
at that meeting. A representative of Deloitte & Touche is expected to be present
at the Annual Meeting and will have an opportunity to make a statement should he
or she so desire. The representative will also be available to respond to
appropriate questions from stockholders during the meeting.
Ratification of the selection of Deloitte & Touche as independent public
accountants will require the affirmative vote of holders of a majority of the
shares of the Common Stock present in person or represented by proxy at the
Annual Meeting.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" RATIFICATION OF THE APPOINTMENT
OF DELOITTE AND TOUCHE AS INDEPENDENT AUDITORS FOR THE COMPANY FOR THE 2000
FISCAL YEAR.
19
<PAGE> 22
GENERAL
OTHER MATTERS
The Board of Directors does not know of any matters that are to be
presented at the Annual Meeting other than those stated in the Notice of Annual
Meeting and referred to in this Proxy Statement. If any other matters should
properly come before the Annual Meeting, it is intended that the proxies in the
accompanying form will be voted as the persons named therein may determine in
their discretion.
The Company's Annual Report to Stockholders for the fiscal year ended
December 31, 1999 and the Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1999 are being mailed to stockholders together with this
Proxy Statement.
SOLICITATION OF PROXIES
The cost of solicitation of proxies in the accompanying form will be
borne by the Company, including expenses in connection with preparing and
mailing this Proxy Statement. In addition to solicitation of proxies by mail,
directors, officers and employees of the Company (who will receive no additional
compensation therefore) may solicit the return of proxies by telephone, telegram
or personal interview. Arrangements have also been made with brokerage houses
and other custodians, nominees and fiduciaries for the forwarding of
solicitation material to the beneficial owners of stock held of record by such
persons, and the Company will reimburse them for reasonable out-of-pocket
expenses incurred by them in connection therewith.
Each holder of the Company's Common Stock who does not expect to be
present at the Annual Meeting or who plans to attend but who does not wish to
vote in person is urged to fill in, date and sign the proxy and return it
promptly in the enclosed return envelope.
STOCKHOLDER PROPOSALS
If any stockholder of the Company intends to present a proposal for
consideration at the next Annual Meeting of Stockholders and desires to have
such proposal included in the proxy statement and form of proxy distributed by
the Board of Directors with respect to such meeting, such proposal must be
received in writing at the Company's principal executive offices, 19975 Victor
Parkway, Livonia, Michigan 48152, Attention: Barry P. Hoffman, Executive Vice
President, Secretary and General Counsel not later than December 13, 2000.
Stockholders wishing to bring a proposal before the next Annual Meeting of
Stockholders (but not include it in the Company's proxy statement and form of
proxy relating to such Annual Meeting) must cause written notice of the proposal
to be received by Barry P. Hoffman at the Company's principal executive offices
at the address set forth above by no later than February 26, 2001.
By Order of the Board of Directors,
BARRY P. HOFFMAN
Secretary
20
<PAGE> 23
PROXY
VALASSIS COMMUNICATIONS, INC.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
The undersigned hereby appoints Alan F. Schultz, Robert L. Recchia and
Barry P. Hoffman, or any of them, with full power of substitution and
revocation, as attorneys and proxies for and in the name, place and stead of the
undersigned, to vote all the shares of the common stock of VALASSIS
COMMUNICATIONS, INC. owned or entitled to be voted by the undersigned as of the
record date at the Annual Meeting of Stockholders of said Company scheduled to
be held at Essex House, 160 Central Park South, New York City, New York 10019,
on Tuesday, May 16, 2000 at 9:00 A.M. Eastern Time or at any adjournment or
adjournments of said meeting on the following proposals as indicated.
(PLEASE DATE AND SIGN ON REVERSE SIDE)
<PAGE> 24
\/ Please Detach and Mail in the Envelope Provided \/
<TABLE>
<S><C>
Please mark your
/X/ votes as in this
example.
FOR all nominees
listed at right
(except as marked WITHHOLD FOR AGAINST ABSTAIN
to the contrary below) Nominees: Richard N. Anderson 2. To ratify the
1. Election of / / / / Patrick F. Brennan appointment of Deloitte / / / / / /
Nine Seith Goldstein & Touche LLP as the
Directors Brian J. Husselbee Company's independent
Joseph E. Laird, Jr. auditors for the fiscal
INSTRUCTION: To withhold authority to vote for any individual Robert L. Recchia year ending December 31, 2000.
nominee, write that nominee's name in the space provided Marcella A. Sampson
below. Alan F. Schultz 3. To transact such other business as may
Faith Whittlesey properly come before the meeting or any
- ------------------------------------------------------------ adjournment thereof.
This proxy if properly executed and
returned will be voted in accordance
with the directions specified herein. If
no directions are specified, this proxy,
will be voted FOR the election of the
Directors named at left or their
substitutes as designated by the Board
of Directors and the proposal to ratify
the appointment of Deloitte & Touche LLP
as the Company's independent auditors
for the fiscal year ending December 31,
2000. The proxies are authorized to vote
as they may determine in their
discretion, upon such other business as
may properly come before the meeting.
SIGN, DATE AND MAIL IN POSTAGE PAID
ENVELOPE PROVIDED.
Dated: , 2000
- ---------------------------------- --------------------------------------- ------------------
SIGNATURE OF STOCKHOLDER SIGNATURE OF CO-HOLDER (IF ANY)
</TABLE>
NOTE: Please sign exactly as your name appears hereon and date. Joint owners
should each sign. Trustees and fiduciaries should indicate the capacity in which
they are signing.
