<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
THE FINISH LINE, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
THE FINISH LINE, INC.
- --------------------------------------------------------------------------------
(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:
- --------------------------------------------------------------------------------
<PAGE> 2
June 8, 1999
Dear Stockholder:
You are cordially invited to attend the 1999 Annual Meeting of
Stockholders of The Finish Line, Inc. on Thursday, July 15, 1999, at 9:00 a.m.,
to be held at Bank One Tower, 111 Monument Circle, Room 3B on the 48th Floor,
Indianapolis, IN 46204. Members of your Board of Directors and management look
forward to greeting those stockholders who are able to attend.
The accompanying Notice and Proxy Statement describe the matters to be
acted upon at the meeting.
It is important that your shares be represented and voted at the
meeting. Whether or not you plan to attend, please sign, date and mail the
enclosed proxy card at your earliest convenience. If you attend the meeting, you
may withdraw your proxy and vote in person.
Your interest and participation in the affairs of the Company are
greatly appreciated.
Respectfully,
/s/ Alan H. Cohen
Alan H. Cohen,
Chairman of the Board
and Chief Executive Officer
<PAGE> 3
THE FINISH LINE, INC.
3308 North Mitthoeffer Road
Indianapolis, Indiana 46235
----------------------------
Notice of Annual Meeting of Stockholders
to be held July 15, 1999
----------------------------
TO THE STOCKHOLDERS OF THE FINISH LINE, INC.:
Notice is hereby given that the 1999 Annual Meeting of Stockholders of
The Finish Line, Inc. to be held at Bank One Tower, 111 Monument Circle, Room 3B
on the 48th Floor, Indianapolis, IN 46204 on Thursday, July 15, 1999 at 9:00
a.m., will be conducted for the following purposes:
1. To elect six directors; and
2. To transact such other business as may properly come before the
meeting or any adjournments thereof.
Only stockholders of record at the close of business on May 28, 1999,
will be entitled to notice of and to vote at the Annual Meeting and any
adjournments or postponements thereof.
By Order of the Board of Directors,
/s/ Gary D. Cohen
Gary D. Cohen,
Senior Vice President - General
Counsel, Secretary
Indianapolis, Indiana
June 8, 1999
- --------------------------------------------------------------------------------
YOUR VOTE IS IMPORTANT, ACCORDINGLY, YOU ARE ASKED TO COMPLETE, SIGN, DATE AND
RETURN THE ACCOMPANYING PROXY CARD IN THE ENVELOPE PROVIDED, WHICH REQUIRES NO
POSTAGE IF MAILED IN THE UNITED STATES.
- --------------------------------------------------------------------------------
<PAGE> 4
THE FINISH LINE, INC.
3308 N. MITTHOEFFER ROAD
INDIANAPOLIS, INDIANA 46235
------------------
PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
JULY 15, 1999
------------------
GENERAL INFORMATION
This Proxy Statement and the accompanying Notice of Annual Meeting and Proxy
Card are being mailed on or about June 8, 1999 in connection with the
solicitation of proxies by the Board of Directors of The Finish Line, Inc.
("TFL" or the "Company") for use at the 1999 Annual Meeting of Stockholders of
the Company (the "Annual Meeting") to be held at Bank One Tower, 111 Monument
Circle, Room 3B on the 48th Floor, Indianapolis, IN 46204, on Thursday, July 15,
1999, at 9:00 a.m., and any adjournment or postponement thereof. At the Annual
Meeting, the Company's stockholders will be asked to elect six directors and to
vote on such other matters as may properly come before the Annual Meeting.
Throughout this Proxy Statement, fiscal 1999, fiscal 1998 and fiscal 1997
represent the fiscal years ended February 27, 1999, February 28, 1998, and March
1, 1997, respectively.
PERSONS MAKING THE SOLICITATION
The Company is making this solicitation and will bear the expenses of preparing,
printing and mailing proxy materials to the Company's stockholders. In addition,
proxies may be solicited personally or by telephone or fax by officers or
employees of the Company, none of whom will receive additional compensation
therefrom. The Company will also reimburse brokerage houses and other nominees
for their reasonable expenses in forwarding proxy materials to beneficial owners
of the Class A Common Stock.
VOTING AT THE MEETING
Stockholders of record at the close of business on May 28, 1999 of the Company's
Class A Common Stock, par value $.01 per share ("Class A Common Stock"), and
Class B Common Stock, par value $.01 per share ("Class B Common Stock"), are
entitled to notice of and to vote at the Annual Meeting and any adjournment or
postponement thereof. On that date, 17,669,871 shares of Class A Common Stock
and 7,244,068 shares of Class B Common Stock were outstanding and entitled to
vote. Each outstanding share of Class A Common Stock entitles the holder thereof
to one vote and each outstanding share of Class B Common Stock entitles the
holder to ten votes.
The six nominees receiving the highest number of affirmative votes of the
shares present or represented and entitled to be voted for them shall be elected
as directors. Votes withheld from any director are counted for purposes of
determining the presence or absence of a quorum for the transaction of business.
The Company believes that abstentions should be counted for purposes of
determining whether a quorum is present at the Annual Meeting for the
transaction of business. In the absence of controlling precedent to the
contrary, the Company intends to treat abstentions with respect to the election
of directors in this manner. The Company intends to count broker non-votes as
present or represented for purposes of determining the presence or absence of a
quorum for the transaction of business.
Stockholders do not have the right to cumulate their votes in the election of
directors.
1
<PAGE> 5
REVOCABILITY OF PROXY
A proxy may be revoked by a stockholder prior to the voting at the Annual
Meeting by written notice to the Secretary of the Company, by submission of
another proxy bearing a later date or by voting in person at the Annual Meeting.
Such notice or later proxy will not affect a vote on any matter taken prior to
the receipt thereof by the Company. The mere presence at the Annual Meeting of a
stockholder who has appointed a proxy will not revoke the prior appointment. If
not revoked, the proxy will be voted at the Annual Meeting in accordance with
the instructions indicated on the Proxy Card by the stockholders or, if no
instructions are indicated, will be voted FOR the slate of directors described
herein and as to any other matter that may be properly brought before the Annual
Meeting, in accordance with the judgment of the proxy.
2
<PAGE> 6
SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of May 28, 1999, information relating to the
beneficial ownership of the Company's common stock by each person known to the
Company to be the beneficial owner of more than five percent of the outstanding
shares of Class A Common Stock or Class B Common Stock, by each director or
nominee for director, by each of the executive officers named below, and by all
directors and executive officers as a group.
<TABLE>
<CAPTION>
BENEFICIAL OWNERSHIP AS OF MAY 28, 1999
----------------------------------------------------------------------------------
CLASS A CLASS B
----------------------------- -------------------------------
NUMBER OF % OF NUMBER OF % OF TOTAL
NAME SHARES (1)(2) CLASS (3) SHARES (1) CLASS (3) SHARES
---- -------------- ---------- -------------- ------------- ------------
<S> <C> <C> <C> <C> <C>
Alan H. Cohen .................. 151,250(4) (13) 2,331,898(7) 32.2% 2,483,148
David I. Klapper .................. 156,250(5) (13) 2,343,698(8) 32.4% 2,499,948
David M. Fagin .................. -- 706,823(9) 9.8% 706,823
Larry J. Sablosky .................. 60,000(6) (13) 1,591,779(10) 22.0% 1,651,779
Joseph W. Wood .................. 61,825(11) (13) -- -- 61,825
Steven J. Schneider .................. 40,495(11) (13) -- -- 40,495
Donald E. Courtney .................. 46,425(11) (13) -- -- 46,425
George S. Sanders .................. 32,425(11) (13) -- -- 32,425
Michael L. Marchetti .................. 11,825(11) (13) -- -- 11,825
Gary D. Cohen .................. 13,137(11) (13) -- -- 13,137
Thomas R. Sicari .................. 3,250(11) (13) -- -- 3,250
Kevin S. Wampler .................. 10,150(11) (13) -- -- 10,150
Kevin G. Flynn .................. 4,170(11) (13) -- -- 4,170
Robert A. Edwards .................. 16,550(11) (13) -- -- 16,550
James B. Davis .................. 4,075(11) (13) -- -- 4,075
Paul C. Wagner .................. 3,070(11) (13) -- -- 3,070
Joseph L. Gravitt .................. 12,750(11) (13) -- -- 12,750
Jonathan K. Layne .................. 8,000(11) (13) -- -- 8,000
Jeffrey H. Smulyan .................. 32,000(11) (13) -- -- 32,000
Stephen Goldsmith .................. -- -- -- --
FMR Corp .................. 1,891,700(12) 10.7% -- -- 1,891,700
82 Devonshire Street
Boston, MA 02109
Mellon Bank .................. 902,668(12) 5.1% -- -- 902,668
One Mellon Bank Center
Pittsburgh, PA 15258
All directors and executive officers as
a group (20 persons) .................. 667,647 3.7% 6,974,198 96.3% 7,641,845
</TABLE>
- --------------
(1) Each executive officer and director has sole voting and investment power
with respect to the shares listed, unless otherwise indicated, and the
address for the executive officers and directors is: 3308 N. Mitthoeffer
Road, Indianapolis, Indiana 46235.
(2) If shares of Class B Common Stock are owned by the named person or group,
excludes shares of Class B Common Stock convertible into a corresponding
number of Class A Common Stock.
(3) The shares owned by each person, or by the group, and the shares included
in the total number of shares outstanding have been adjusted, and the
percentage owned (where such percentage exceeds 1%) has been computed, in
accordance with Rule 13d-3(d)(1) under the Securities Exchange Act of 1934.
(4) Includes 40,000 shares gifted to a private family foundation which is
controlled by the named person, and includes 111,250 shares held by a
family partnership in which Mr. Cohen serves as a general partner.
3
<PAGE> 7
(5) Includes 45,000 shares gifted to a private family foundation which is
controlled by the named person, and includes 111,250 shares held by a
family partnership in which Mr. Klapper serves as the general partner.
(6) Represents shares gifted to a private family foundation which is controlled
by the named person.
(7) Includes 465,162 shares of Class B Common Stock held as trustee of various
trusts for the benefit of his minor children and 150,000 shares of Class B
Common Stock held by a family partnership in which Mr. Cohen serves as
general partner.
(8) Includes 461,894 shares of Class B Common Stock held as trustee of various
trusts for the benefit of his minor children and 359,526 shares of Class B
Common Stock held by a family partnership in which Mr. Klapper serves as
general partner.
(9) Includes 130,130 shares held by a family partnership of which Mr. Fagin is
a partner. Excludes an aggregate of 269,870 shares held by the same family
partnership which are deemed beneficially owned by Mr. Fagin's sons and
daughter (each of whom is over the age of 21) and by Mr. Fagin's former
spouse.
(10) Includes (i) 152,504 shares of Class B Common Stock held as trustee of a
trust for the benefit of his minor children, (ii) 551,546 shares of Class B
Common Stock held by a family partnership in which Mr. Sablosky serves as
general partner, (iii) 7,210 shares of Class B Common Stock held by Mr.
Sablosky's spouse and (iv) 11,632 shares held by Mr. Sablosky as custodian
for his minor children.
(11) Includes the following shares issuable upon exercise of options which are
exercisable within 60 days of May 28, 1999:
Joseph W. Wood ..................................... 51,825
Steven J. Schneider ..................................... 29,825
Donald E. Courtney ..................................... 44,825
George S. Sanders ..................................... 32,425
Michael L. Marchetti..................................... 9,825
Gary D. Cohen ..................................... 6,637
Thomas R. Sicari ..................................... 3,250
Kevin S. Wampler ..................................... 10,150
Kevin G. Flynn ..................................... 3,970
Robert A. Edwards ..................................... 15,850
James B. Davis ..................................... 4,075
Paul C. Wagner ..................................... 3,070
Joseph L. Gravitt ..................................... 10,550
Jonathan K. Layne ..................................... 8,000
Jeffrey H. Smulyan ..................................... 26,000
(12) This information is based solely on Schedule 13G's filed with the
Securities Exchange Commission, copies of which were provided to the
Company. The respective dates of the Schedule 13G's are as follows:
FMR Corp ..................................... 02/01/99
Mellon Bank ..................................... 01/26/99
(13) Less than 1% of the shares of Class A Common Stock outstanding.
4
<PAGE> 8
ELECTION OF DIRECTORS
A Board of six directors is to be elected at the 1999 Annual Meeting. The
persons named in the Proxy Card as proxies for this meeting will vote in favor
of each of the following nominees as directors of the Company unless otherwise
indicated by the stockholder on the Proxy Card. Directors elected at the 1999
Annual Meeting will hold office until the next annual meeting of stockholders of
the Company, and until their successors are duly elected and qualified, except
in the event of their death, resignation, or removal. Management has no reason
to believe that any of the nominees will be unable or unwilling to serve if
elected. If any nominee should become unavailable prior to the election, the
accompanying Proxy Card will be voted for the election in his or her stead of
such other person as the Board of Directors may recommend.
NOMINEES
The nominees for election as directors of the Company are Alan H. Cohen, David
I. Klapper, Larry J. Sablosky, Jonathan K. Layne, Jeffrey H. Smulyan and Stephen
Goldsmith. Each of such persons, except for Mr. Goldsmith, currently serves as a
director of the Company. Mr. David M. Fagin, who has served as a director of the
Company since 1982, has determined not to seek re-election to the Board. Mr.
Fagin has also determined to resign his officer position with the Company
effective July 15, 1999, but will serve as an at-will employee of the Company
from such date. See "Management--Executive Officers and Directors" for
additional information concerning the nominees.
BOARD OF DIRECTORS' RECOMMENDATION
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE FOR THE
SLATE OF NOMINEES SET FORTH ABOVE. PROXIES SOLICITED BY THE BOARD OF DIRECTORS
WILL BE SO VOTED UNLESS STOCKHOLDERS SPECIFY OTHERWISE ON THEIR PROXY CARDS.
5
<PAGE> 9
MANAGEMENT
EXECUTIVE OFFICERS AND DIRECTORS
The executive officers, directors and nominees for director of the Company are
as follows:
<TABLE>
<CAPTION>
EXECUTIVE
OFFICER OR
DIRECTOR
NAME AGE POSITION SINCE
---- --- -------- --------------
<S> <C> <C> <C>
Alan H. Cohen .............. 52 Chairman of the Board, President and CEO 1976
David I. Klapper .............. 50 Executive Vice President, Director 1976
David M. Fagin .............. 55 Executive Vice President, Director 1982
Larry J. Sablosky .............. 50 Executive Vice President, Director 1982
Joseph W. Wood .............. 52 Senior Vice President-Merchandise and Marketing 1995
Steven J. Schneider .............. 43 Senior Vice President-Finance, CFO and Asst. Secretary 1989
Donald E. Courtney .............. 44 Senior Vice President-MIS and Distribution 1989
George S. Sanders .............. 41 Senior Vice President-Real Estate and Store Development 1994
Gary D. Cohen .............. 47 Senior Vice President-General Counsel, Secretary 1997
Michael L. Marchetti .............. 48 Senior Vice President-Store Operations 1995
Thomas R. Sicari .............. 45 Vice President-General Merchandise Manager 1997
Kevin S. Wampler .............. 36 Vice President-Corporate Controller and Asst. Secretary 1997
Kevin G. Flynn .............. 35 Vice President-Marketing 1997
Robert A. Edwards .............. 36 Vice President-Distribution 1997
James B. Davis .............. 36 Vice President-Real Estate 1997
Paul C. Wagner .............. 33 Vice President-MIS 1997
Joseph L. Gravitt .............. 39 Vice President-Store Personnel 1998
Jonathan K. Layne .............. 45 Director 1992
Jeffrey H. Smulyan .............. 52 Director 1992
Stephen Goldsmith .............. 52 Nominee for Director --
</TABLE>
Mr. Alan H. Cohen, a co-founder of the Company, has served as President and
Chief Executive Officer and a director of the Company since May 1982. Since
1976, Mr. Cohen has been involved in the athletic retail business as principal
co-founder of Athletic Enterprises, Inc. (one of the predecessor companies of
the Company). Mr. Cohen is an attorney, and practiced law from 1973 through
1981. Mr. Cohen is the brother of Gary D. Cohen.
Mr. David I. Klapper, a co-founder of the Company, has served as Executive Vice
President and a director of the Company since May 1982. Since 1976, Mr. Klapper
has been involved in the athletic retail business as principal co-founder of
Athletic Enterprises, Inc. (one of the predecessor companies of the Company).
Mr. David M. Fagin, a co-founder of the Company, has served as Executive Vice
President and a director of the Company since May 1982. Prior to 1982, Mr. Fagin
was self employed as a manufacturer's representative for sporting goods
companies. Mr. Fagin has been involved in the athletic retail industry for over
25 years.
Mr. Larry J. Sablosky, a co-founder of the Company, has served as Executive Vice
President and a director of the Company since May 1982. Prior to 1982, Mr.
Sablosky was employed in a family retail business for over 10 years. Mr.
Sablosky has been involved in the retail industry for over 20 years.
Mr. Joseph W. Wood, has served as Senior Vice President-Merchandise and
Marketing of the Company since March 1997 and as Vice President and General
Merchandise Manager of the Company since January 1995. From May 1993 to December
1994, Mr. Wood served as Executive Vice President and Chief Operating Officer of
Just For Feet, an athletic footwear retailer. From October 1986 to May 1993, Mr.
Wood served as Senior Vice President and General Merchandise Manager of the
Athlete's Foot Group, a mall based athletic footwear retailer.
Mr. Steven J. Schneider, has served as Senior Vice President-Finance, Chief
Financial Officer and Assistant Secretary of the Company since March 1997 and as
Vice President-Finance and Chief Financial Officer of the Company since April
1989. From August 1984 to March 1989, Mr. Schneider was employed as Assistant
Controller for Paul Harris Stores, Inc. a women's apparel retailer. Mr.
Schneider, a Certified Public Accountant, was employed by a
6
<PAGE> 10
national accounting firm for two years and has been engaged in various financial
positions in the retail industry for approximately 20 years.
Mr. Donald E. Courtney, has served as Senior Vice President-MIS and Distribution
of the Company since March 1997 and as Vice President-MIS and Distribution of
the Company since August 1989. From August 1988 to August 1989, Mr. Courtney
served as Director of MIS and Distribution for the Company. From August 1976 to
August 1988, Mr. Courtney was employed by Guarantee Auto Stores, Inc., an
automotive retailer. At the time Mr. Courtney left Guarantee Auto Stores, he
held the position of Vice President-MIS and Distribution. Mr. Courtney has been
involved in the retail industry for over 20 years.
Mr. George S. Sanders, has served as Senior Vice President-Real Estate and Store
Development of the Company since March 1997 and as Vice President-Real Estate
and Store Construction since April 1994. From February 1993 to April 1994, Mr.
Sanders served as Director of Real Estate of the Company. From 1983 to February
1993, Mr. Sanders was employed by Melvin Simon and Associates, a real estate
developer and manager. At the time Mr. Sanders left Melvin Simon and Associates,
he held the position of Sr. Leasing Representative.
Mr. Michael L. Marchetti, has served as Senior Vice President-Store Operations
of the Company since March 1997 and as Vice President - Store Operations since
September 1995. From May 1990 to September 1995, Mr. Marchetti was employed by
Champs Sports, a division of Woolworth Corporation, the last five years of which
he served as Regional Vice President. Mr. Marchetti has been involved in the
retail industry for over 25 years.
Mr. Gary D. Cohen, has served as Senior Vice President-General Counsel of the
Company since his employment in July 1997. Mr. Cohen also has served as
Secretary for the Company since July 1998. From April 1990 to July 1997, Mr.
Cohen was a Senior Partner in the law firm of Cohen and Morelock. During the 15
years preceding his joining the Company, Mr. Cohen represented the Company
regarding real estate matters. From 1978 to 1990 Mr. Cohen held associate
partnership positions with various law firms. At the present time, Mr. Cohen
retains an "Of Counsel" position with Cohen and Morelock. Mr. Cohen is the
brother of Alan H. Cohen.
Mr. Thomas R. Sicari, has served as Vice President-General Merchandise Manager
of the Company since March 1997. He has been employed by the Company since April
1995 and prior to being an officer served as General Merchandise Manager.
Previously Mr. Sicari was employed as a buyer by The Sports Authority an
"athletic superstore" retailer from March 1994 to March 1995. Mr. Sicari was
employed from March 1991 to March 1994 as a footwear buyer for Champs Sports (a
division of Kinney Corp.) a specialty athletic mall based retailer.
Mr. Kevin S. Wampler, has served as Vice President-Corporate Controller and
Assistant Secretary of the Company since March 1997. Mr. Wampler is a CPA and
has been employed by the Company since June 1993 as Corporate Controller. Mr.
Wampler was previously employed by a national accounting firm from July 1986 to
May 1993. At the time Mr. Wampler left the national accounting firm, he held the
position of Audit Manager.
Mr. Kevin G. Flynn, has served as Vice President-Marketing of the Company since
March 1997. Mr. Flynn has been employed by the Company since November 1994 and
prior to election as an officer, held the position of Marketing Director. Mr.
Flynn was previously employed from July 1992 to November 1994 as Associate Media
Director for Caldwell Van Riper, a regional advertising agency.
Mr. Robert A. Edwards, has served as Vice President-Distribution of the Company
since March 1997. Mr. Edwards has been employed by the Company since June 1983
and prior to his election as an officer, held the position of Director of
Distribution.
Mr. James B. Davis, has served as Vice President-Real Estate of the Company
since October 1997. Mr. Davis has been employed by the Company since October
1996 and prior to his election as an officer, held the position of Director of
Leasing. Mr. Davis was previously employed as Vice President-Leasing for JMB
Urban, (a real estate developer and manager) from January 1993 to October 1996.
Mr. Paul C. Wagner, has served as Vice President-MIS of the Company since
October 1997. Mr. Wagner has been employed by the Company since August 1995.
Prior to his election as an officer, Mr. Wagner held the
7
<PAGE> 11
position of Director of Information Systems for the Company. Mr. Wagner was
employed by Sunsations as Director of IS from April 1994 to August 1995. Mr.
Wagner previously was employed by the Cotton Board from January 1990 to April
1994 as Director of Information Systems.
Joseph L. Gravitt has, served as Vice President-Store Personnel of the Company
since July 1998. Mr. Gravitt has been employed by the Company since December
1982. Prior to his election as an officer, Mr. Gravitt held the position of
Director of Store Operations for the Company.
Mr. Jonathan K. Layne, has served as a director of the Company since June 1992.
Mr. Layne has been a partner of the law firm of Gibson, Dunn & Crutcher LLP
since 1987, where he specializes in corporate and securities law matters. Mr.
Layne was an associate with Gibson, Dunn & Crutcher LLP from 1979 to 1986. Mr.
Layne is also a member of the Board of Directors of K-Swiss Inc., a manufacturer
of athletic footwear and Maxwell Shoe Company Inc., a manufacturer of women's
casual and dress footwear.
Mr. Jeffrey H. Smulyan, has served as a director of the Company since June 1992.
Mr. Smulyan has served since 1981 as Chairman of the Board and President of
Emmis Communication Corporation, an owner and operator of radio stations. Mr.
Smulyan served as Chairman of the Seattle Mariners professional baseball team
from 1989 until 1992 and was the principal owner of Seattle Baseball, L.P.,
which owned the Mariners prior to their sale in July 1992.
Mr. Stephen Goldsmith, is a nominee for director of the Company. Mr. Goldsmith
has served as Mayor of the City of Indianapolis, Indiana since January 1992. Mr.
Goldsmith has previous leadership and academic experience which include
Chairman, Center for Civic Innovation, Manhattan Institute; Honorary
Co-Chairman, National Council for Public-Private Partnerships; Research Fellow
in Criminal Justice and Management, Harvard University's Kennedy School of
Government; and Assistant and Adjunct Professor, Indiana University's School of
Public and Environmental Affairs.
Each director holds office until the next annual meeting of stockholders or
until his successor has been elected and qualified. Officers are appointed by
and serve at the discretion of the Board of Directors. Unless otherwise stated,
there are no family relationships among any directors or executive officers of
the Company.
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors held 5 meetings in fiscal 1999 and all directors attended
at least 75 percent of the meetings of the Board and Board Committees of which
they were members.
The Board of Directors has 3 committees. The Audit Committee is comprised of
Messrs. Cohen, Layne and Smulyan. The Compensation and Stock Option Committee is
comprised of Messrs. Smulyan and Layne. The Finance Committee is comprised of
Messrs. Klapper and Layne. There is no committee performing the function of a
Nominating Committee.
The Audit Committee met 2 times during fiscal 1999. The responsibilities of the
Audit Committee include recommending to the Board the selection of the
independent auditors and reviewing the Company's internal accounting controls.
The Audit Committee is authorized to conduct such reviews and examinations as it
deems necessary or desirable with respect to the Company's accounting and
financial practices and policies, and the relationship between the Company and
its independent auditors, including the availability of Company records,
information and personnel.
The Compensation and Stock Option Committee met 2 times during fiscal 1999. The
Compensation and Stock Option Committee focuses on executive compensation, the
administration of the Company's stock option and stock purchase plans and making
decisions on the granting of discretionary bonuses.
The Finance Committee met one time during fiscal 1999. The Finance Committee
focuses on overseeing the management by the officers of the Company's
investments and working capital.
8
<PAGE> 12
EXECUTIVE COMPENSATION
The following Summary Compensation Table shows compensation paid by the Company
for services rendered during fiscal years 1999, 1998 and 1997 for the person who
was Chief Executive Officer at the end of the last fiscal year and the five most
highly compensated executive officers of the Company ("Named Officers") whose
salary and bonus exceeded $100,000 in fiscal 1999.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM COMPENSATION
-----------------------------------
AWARDS PAYOUTS
-------------------------- -------
ANNUAL COMPENSATION RESTRICTED SECURITIES
------------------- STOCK UNDERLYING LTIP ALL OTHER
SALARY BONUS AWARD(S) OPTIONS/SAR'S PAYOUTS COMPENSATION
NAME AND PRINCIPAL POSITION YEAR ($ ) ($)(1) $ (#) ($) ($)(2)
- ------------------------------- ------ --------- --------- ---------- ------------- --------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Alan H. Cohen ......... 1999 265,000 15,900 -- -- -- --
CEO, President and 1998 265,000 136,184 -- -- -- --
Chairman of the Board 1997 265,000 159,000 -- -- -- --
Joseph W. Wood ......... 1999 220,000 8,800 -- 10,000 -- 18,345
Sr. Vice President- 1998 202,400 69,342 -- 17,000 -- 18,542
Merchandise and Marketing 1997 187,000 74,960 -- -- -- 18,390
Steven J. Schneider......... 1999 200,000 8,000 -- 10,000 -- 18,345
Sr. Vice President of Finance, 1998 177,000 60,640 -- 17,000 -- 18,542
Chief Financial Officer 1997 160,000 64,000 -- -- -- 18,390
and Assistant Secretary
Gary D. Cohen ......... 1999 192,500 15,200(3) -- 10,000 -- 18,345
Sr. Vice President, 1998 116,667 53,470(3) -- 26,375 -- --
General Counsel 1997 -- -- -- -- -- --
George S. Sanders ......... 1999 175,000 7,000 -- 10,000 -- 18,345
Sr. Vice President, 1998 150,000 51,390 -- 17,000 -- 18,542
Real Estate and 1997 133,100 53,240 -- -- -- 18,390
Store Development
</TABLE>
(1) Cash bonuses for services rendered in each fiscal year have been listed in
the year earned; however the amounts listed were actually paid in the
subsequent fiscal year, except as noted in Note (3) below.
(2) The stated amounts are Company contributions to The Finish Line, Inc.
Profit Sharing Plan.
(3) Includes $7,500 in fiscal 1999 and $13,500 in fiscal 1998 paid as part of
signing bonus package.
9
<PAGE> 13
DIRECTOR COMPENSATION
Directors who are employees of the Company are not compensated for serving as
directors. Directors who are not employees of the Company are paid $2,500 per
annum and an additional $2,500 per meeting for attending regular meetings of the
Board of Directors and are reimbursed for expenses incurred in attending
regular, special and committee meetings. In addition, Directors who are not
employees of the Company receive options to purchase 3,000 shares of Class A
Common Stock upon their first election to the Board and an additional 4,000
options for each year they serve on the Board.
OPTION GRANTS IN LAST FISCAL YEAR
The following table contains information with respect to options to purchase the
Company's Class A Common Stock granted during fiscal 1999 to the Named Officers.
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
-------------------------------------------------------- POTENTIAL REALIZABLE
NUMBER OF VALUE AT ASSUMED
SECURITIES % OF TOTAL ANNUAL RATES
UNDERLYING OPTIONS OF STOCK PRICE
OPTIONS GRANTED EXERCISE APPRECIATION FOR
GRANTED TO EMPLOYEES PRICE EXPIRATION OPTION TERM (4)
NAME #(1)(2) IN FISCAL YEAR ($/SH)(3) DATE 5% 10%
- ------------------------- ----------- -------------- ------------ ------------- --------------------------
<S> <C> <C> <C> <C> <C> <C>
Alan H. Cohen.......... -- -- -- -- -- --
Joseph W. Wood......... 10,000 2.5% 9.47 1/21/2009 $59,556 $150,927
Steven J. Schneider.... 10,000 2.5% 9.47 1/21/2009 $59,556 $150,927
Gary D. Cohen.......... 10,000 2.5% 9.47 1/21/2009 $59,556 $150,927
George S. Sanders...... 10,000 2.5% 9.47 1/21/2009 $59,556 $150,927
</TABLE>
(1) Options granted during fiscal 1999 vest 10% after one year, an additional
20% after two years, an additional 30% after three years and the remaining
40% after four years after the date of grant.
(2) Options were granted for a term of 10 years, subject to earlier termination
in certain events related to termination of employment.
(3) Options were granted at market value at the date of grant.
(4) Potential realizable value is based on the assumption that the common stock
price appreciates at the annual rate shown (compounded annually) from the
grant date until the end of the ten year option term. This value is
calculated based on requirements of the Securities and Exchange Commission
and does not reflect the Company's estimate of future stock price growth.
10
<PAGE> 14
OPTION/SAR EXERCISES AND YEAR-END VALUE TABLE
Shown below is information with respect to the exercise in 1999 of options to
purchase the Company's Class A Common Stock by the five Named Officers and the
unexercised options to purchase the Company's Class A Common Stock under the
Incentive Plan (as defined herein).
<TABLE>
<CAPTION>
Number of
Securities
Underlying
Unexercised In-the-Money
Shares Options/SARs Options/ SARs
Acquired at FY-End (#) at FY-End ($)(1)
on Value ------------------- ---------------------
Exercise Realized Exercisable/ Exercisable/
Name (#) ($) Unexercisable Unexercisable
- --------------------------- ------------ ------------ -------------------- ---------------------
<S> <C> <C> <C> <C> <C> <C>
Alan H. Cohen ...... -- -- -- -- -- --
Joseph W. Wood ...... 30,000 701,217 49,700 29,300 395,625 56,925
Steven J. Schneider ...... 10,000 191,275 23,700 33,300 179,250 91,675
Gary D. Cohen ...... -- -- 2,637 33,738 -- 25,925
George S. Sanders ...... -- -- 26,300 33,300 176,088 91,675
</TABLE>
(1) Represents the difference between the closing price of the Company's Class
A Common Stock on the Nasdaq Stock Market(R) on February 27, 1999
($12.0625) and the exercise price of the options.
11
<PAGE> 15
COMPENSATION AND STOCK OPTION COMMITTEE REPORT
SCOPE OF COMMITTEE'S WORK
The Compensation and Stock Option Committee of the Board of Directors (the
"Committee") administers the Company's 1992 Employee Stock Incentive Plan, as
amended, reviews the Company's compensation plans, programs and policies for
executive officers, monitors the performance and compensation of executive
officers and other key employees and makes appropriate recommendations and
reports to the full Board of Directors concerning matters of executive
compensation.
SUMMARY OF COMPENSATION POLICIES FOR CEO AND EXECUTIVE OFFICERS
The Company's philosophy is to maintain compensation programs which attract,
retain and motivate senior management with economic incentives which are
directly linked to financial performance and increased stockholder value. The
key elements of the Company's executive compensation program consist of a base
salary, potential for an annual bonus directly linked to overall Company
performance and the grant of stock options and other stock incentive awards
intended to encourage achievement of superior results over time and to directly
align executive officer and stockholder economic interests.
CEO COMPENSATION
The Committee believes the Chief Executive Officer's compensation should be
heavily influenced by Company performance. For the last three fiscal years, Mr.
Alan H. Cohen, the Company's Chief Executive Officer, was compensated at an
annualized rate of $265,000. See "Executive Compensation-Summary Compensation
Table". In March 1998, the Committee established a performance bonus program for
Mr. Cohen (as well as for the Company's other senior executive officers) which,
for the fiscal year ended February 27, 1999, was based on four factors:
1. Increase in 1999 operating income before taxes as compared to 1998 operating
income before taxes
2. Same store sales increases
3. Total sales increases
4. Total square footage added from retail stores
A bonus of between 0% and 60% of base compensation, up to a maximum of $159,000
was payable to Mr. Cohen under the program. The Committee believes this
arrangement provided the Chief Executive Officer (as well as the Company's other
senior executive officers) with significant incentive and aligned what amounted
to a bonus ($15,900 for fiscal 1999) equal to a representative percentage (6%
for fiscal 1999) of his annual base salary directly to the Company's economic
performance.
While the Committee believes that the use of stock options which vest over a
period of time are an effective device to link individual compensation with
increased stockholder values, because of Mr. Cohen's substantial equity position
in the Company (an aggregate of 2,483,148 shares of Class A and Class B Common
Stock as of May 28, 1999), Mr. Cohen requested that he not be eligible at the
current time for the grant of stock options or other incentive awards under the
Company's Incentive Plan. Mr. Cohen, along with Mr. David I. Klapper, Mr. David
M. Fagin and Mr. Larry J. Sablosky (collectively "founders") are principal
shareholders of the Company and have currently elected not to receive grants of
stock options or stock grants. Consequently, no options or incentive awards were
granted to the founders during fiscal 1999.
12
<PAGE> 16
EXECUTIVE OFFICERS COMPENSATION
The Committee has adopted similar policies with respect to overall compensation
of the Company's other senior executive officers.
The Company's Senior Vice President - Merchandise and Marketing, Mr. Wood, was
compensated at an annual base salary of $220,000 during fiscal 1999. The
Company's Senior Vice President - Finance, Chief Financial Officer and Assistant
Secretary, Mr. Schneider, was compensated at an annual base salary of $200,000
during fiscal 1999. The Company's Senior Vice President-General Counsel and
Secretary, Mr. Gary Cohen was compensated at an annual base salary of $192,500
during fiscal 1999. The Company's Senior Vice President-Real Estate & Store
Development, Mr. Sanders was compensated at an annual base salary of $175,000
during fiscal 1999. In addition, Messrs. Wood, Schneider, Sanders and Cohen
participated in a bonus plan similar to the plan described above, subject to a
maximum bonus of 40% of annual base salary.
The Company's Chief Executive Officer and the other Named Officers were also
eligible to participate in the Company's Profit Sharing Plan currently up to a
maximum annual contribution of $30,000 per person for the Company's most recent
plan year ended October 31, 1998. See "Executive Compensation - Summary
Compensation Table".
Under current law, income tax deductions for compensation paid by
publicly-traded companies may be limited to the extent total compensation
(including base salary, annual bonus, restricted stock awards, stock options
exercises, and non-qualified benefits) for certain executive officers exceeds $1
million in any one year. Under the law, the deduction limit does not apply to
payments which qualify as "performance based." To qualify as "performance
based", compensation payments must be made from a plan that is administered by a
compensation committee of the Board of Directors which is comprised solely of
two or more outside directors. In addition, the material terms of the plan must
be disclosed to and approved by stockholders, and the Committee must certify
that the performance goals were achieved before payments can be awarded.
To the extent readily determinable, and as one of the factors in its
consideration of compensation matters, the Committee also considers the
anticipated tax treatment to the Company and to the executives of various
payments and benefits. However, since some types of compensation payments and
their deductibility depend upon the timing of an executive's exercise of stock
options rights (e.g., the spread on exercise of non-qualified options), and
because interpretations and changes in the tax laws and other factors beyond the
Committee's control may also affect the deductibility of compensation, the
Committee will not necessarily limit executive compensation to that which is
deductible under applicable provisions of the Internal Revenue Code. The
Committee will consider various alternatives to preserving the deductibility of
compensation payments and benefits to the extent reasonably practicable and to
the extent consistent with its other compensation objectives.
13
<PAGE> 17
SUMMARY
The Committee believes that the current compensation arrangements provide the
Chief Executive Officer and the other executive officers with incentive to
perform at superior levels and in a manner which is directly aligned with the
economic interests of the Company's stockholders.
COMPENSATION AND STOCK
OPTION COMMITTEE
Jonathan K. Layne
Jeffrey H. Smulyan
May 28, 1999
The above report of the Compensation and Stock Option Committee will not be
deemed to be incorporated by reference into any filing by the Company under the
Securities Act of 1933 or the Securities Exchange Act of 1934, except to the
extent that the Company specifically incorporates the same by reference.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Messrs. Smulyan and Layne comprise the Compensation and Stock Option Committee.
Mr. Smulyan is Chairman of the Board, President and principal shareholder of
Emmis Communication Corporation, a publicly held company. During fiscal 1999,
the Company purchased from Emmis Publishing Company, a wholly owned subsidiary
of Emmis Communications Corporation, approximately $1,658,000 of publishing
services related to the Company's quarterly marketing magazine, `Spike'.
Mr. Layne is a partner of the law firm of Gibson, Dunn & Crutcher LLP, which has
provided legal services to the Company. The Company expects that such law firm
will continue to render legal services to the Company in the future.
14
<PAGE> 18
STOCK PRICE PERFORMANCE GRAPH
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
AMONG THE FINISH LINE, INC.
S&P 500 INDEX AND PEER GROUP INDEX (1)
The Stock Price Performance Graph below shall not be deemed incorporated by
reference by any general statement incorporating by reference this proxy
statement into any filing under the Securities Act of 1933 or under the
Securities Exchange Act of 1934, except to the extent the Company specifically
incorporates this information by reference, and shall not otherwise be deemed
filed under such Acts.
Company Market Peer
2/28/94 100.00 100.00 100.00
2/28/95 78.462 101.407 77.930
2/29/96 107.692 141.303 49.256
2/28/97 529.231 168.543 45.347
2/27/98 403.077 230.608 74.065
2/26/99 296.923 300.159 48.068
ASSUMES $100 INVESTED ON MARCH 1, 1994
AND ASSUMES DIVIDENDS REINVESTED THROUGH
FISCAL YEAR ENDING FEBRUARY 27, 1999
- ----------
1) Peer group is: Standard Industrial Classification Codes 5940 through 5949
(actively trading issues during relevant period). SIC codes beginning with
594 represent miscellaneous Shopping Goods Stores which, in management's
opinion, most closely represents the peer group of the Company.
15
<PAGE> 19
EMPLOYEE INCENTIVE STOCK OPTION PLAN
General
On March 27, 1992, the Board of Directors adopted the 1992 Employee Stock
Incentive Plan (the "Incentive Plan"), the purpose of which is to enable the
Company to attract, retain and motivate its employees by providing for or
increasing their proprietary interest in the Company. The Incentive Plan was
amended by the Board of Directors on April 20, 1995 and by the Company's
stockholders on July 20, 1995 to increase the maximum number of shares of Class
A Common Stock issuable from 1,000,000 to 1,700,000. On April 30, 1998, the
Board of Directors again amended the Incentive Plan to increase the maximum
number of shares of Class A Common Stock issuable from 1,700,000 to 3,500,000
which was subsequently approved by the Company's stockholders on July 16, 1998.
Any person who is employed by the Company or any subsidiary of the Company is
eligible to participate in the Incentive Plan. As of May 28, 1999 approximately
8,000 persons were eligible.
The Incentive Plan authorizes the issuance of up to 3,500,000 shares of Class A
Common Stock, subject to adjustments under certain circumstances. As of May 28,
1999, options to purchase an aggregate of 2,108,635 shares of Class A Common
Stock at an average exercise price of $9.16 per share had been granted (net of
cancellations) under the Incentive Plan to a total of 164 persons leaving
1,391,365 options available for future grant. Included in these grants are
options to purchase an aggregate of 375,375 shares granted to four of the named
executive officers at an average exercise price of $7.50. Of these options,
143,400 have been exercised at an average price of $4.89 per share. All
unexercised options, including those granted to the executives above, total
1,499,696 shares and vest over the following years:
# Shares
--------
Currently Vested 528,703
Vest During FYE 2/2000 209,425
Vest During FYE 2/2001 248,488
Vest During FYE 2/2002 360,480
Vest During FYE 2/2003 152,600
The Incentive Plan provides that it shall be administered by the Compensation
and Stock Option Committee. Subject to the provisions of the Incentive Plan and
to final approval by the Board, the Compensation and Stock Option Committee has
the authority to select employees to whom awards will be granted thereunder, to
grant such awards and to determine the number of shares to be sold or issued
pursuant thereto and the terms and provisions of such awards, including, without
limitation, the terms relating to vesting, exercise price and form of payment.
The Incentive Plan authorizes the Compensation and Stock Option Committee to
award (subject to final approval by the Board) eligible employees any type of
benefits that may involve the issuance of shares of Class A Common Stock or
other benefits that are derived from the value of shares of Class A Common
Stock. Benefits are not restricted to any specified form or structure and may
include, without limitation, stock bonuses, restricted stock, stock options, and
other benefits. Any award may consist of one such arrangement or two or more of
them in tandem or in the alternative. On June 1, 1999, the last sale price of
the Company's Class A Common Stock on the Nasdaq Stock Market(R) waS $11.75 per
share.
No awards may be granted under the Incentive Plan after March 27, 2002, and no
shares of Class A Common Stock may be issued under the Incentive Plan after
March 27, 2012.
16
<PAGE> 20
The Incentive Plan may be amended or terminated by the Board of Directors at any
time; provided, however, that no such amendment or termination can deprive the
recipient of an award granted under the Incentive Plan, without the consent of
such recipient, of any of his or her rights thereunder or with respect thereto.
The purpose of the Incentive Plan is to enable the Company and its subsidiaries
to attract, retain and motivate their employees by providing for or increasing
the proprietary interests of such employees in the Company. Every employee of
the Company or any of its subsidiaries is eligible to be considered for the
grant of awards under the Incentive Plan. The maximum number of shares of Class
A Common Stock that may be issued pursuant to awards granted under the Incentive
Plan is currently 3,500,000, subject to certain adjustments to prevent dilution.
The Incentive Plan will be administered by the Compensation and Stock Option
Committee. Subject to the provisions of the Incentive Plan and final approval of
the Board, the Compensation and Stock Option Committee will have authority to
select the participants to whom awards will be granted thereunder, to grant such
awards, and to determine the terms and conditions of such awards and the number
of shares to be issued pursuant thereto.
NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
General
On July 21, 1994, the stockholders adopted and on April 29, 1999, the Board of
Directors amended, the Non-Employee Director Stock Option Plan (the "Director
Plan"), the purpose of which is to enable the Company to attract, retain and
motivate its non-employee directors by providing for or increasing their
proprietary interest in the Company. Any non-employee director of the Company or
any subsidiary of the Company is eligible to participate in the Director Plan.
As of May 28, 1999, two persons were eligible.
The Director Plan authorizes the issuance of up to 150,000 shares of Class A
Common Stock, subject to adjustments under certain circumstances. As of May 28,
1999, options to purchase an aggregate of 52,000 shares of Class A Common Stock
at an average exercise price of $10.29 per share had been granted under the
Director Plan to a total of two persons. Of these options, 18,000 have been
exercised at an average price of $6.42 per share. The unexercised options total
34,000 shares and vest over the following years:
# Shares
--------
Currently Vested 26,000
Vest During FYE 2/2000 8,000
The Director Plan is intended to be self-governing. To this end, the Director
Plan requires no discretionary action by any administrative body with regard to
any transaction under the Director Plan. To the extent, if any, that any
questions or interpretation arise, they will be resolved by the Board.
Upon initial election or appointment of any non-employee director to the Board
or upon a continuing director becoming a non-employee director, such
non-employee director will become eligible to receive an option to purchase
3,000 shares (previously 6,000 shares before the April 29, 1999 Director Plan
amendment) of the Company's Class A Common Stock to be granted on the date of
the next Annual Meeting of Stockholders pursuant to the terms and conditions
described in the Director Plan.
In addition, each non-employee director will be automatically granted, on a
annual basis, a non-qualified stock option to purchase 4,000 shares of the
Company's Class A Common stock on the date of each Annual Meeting of
Stockholders commencing with the Annual Meeting of Stockholders at which the
non-employee director is granted the 3,000 share option pursuant to the
foregoing paragraph. The per share exercise price of the option will be the fair
market value of a share of the Company's Class A Common
17
<PAGE> 21
Stock on the date of grant, defined as the closing price of the Company's Class
A Common Stock on the Nasdaq Stock Market(R) (or such other securities market on
which the Company's Class A Common Stock is primarily traded on such date). Each
option will have a term of ten years and shall become fully exercisable one year
after grant. On June 1, 1999, the last sale price of the Company's Class A
Common Stock on the Nasdaq Stock Market(R) was $11.75 per share.
No awards may be granted under the Director Plan after July 21, 2004, and no
shares of Class A Common Stock may be issued under the Director Plan after July
21, 2014.
The Director Plan may be amended or terminated by the Board of Directors at any
time; provided, however, that no such amendment or termination can deprive the
recipient of an award granted under the Director Plan, without the consent of
such recipient, of any of his or her rights thereunder or with respect thereto.
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
Ernst & Young LLP was the Company's certified public accountant for fiscal 1999.
During fiscal 1999, the Company also engaged Ernst & Young LLP to render certain
non-audit professional services involving assistance on tax planning matters and
general consultations.
The appointment of auditors is approved annually by the Board of Directors which
is based in part on the recommendation of the Audit Committee. In making its
recommendation, the Audit Committee reviewed both the audit scope and estimated
audit fees for the coming year. Ernst & Young LLP has been selected by the Audit
Committee and the Board of Directors for the current year. Stockholder approval
is not sought in connection with this selection. Each professional service
performed by Ernst & Young LLP during fiscal 1999 was reviewed, and the possible
effect of such service on the independence of the firm was considered, by the
Audit Committee. Representatives of Ernst & Young LLP plan to be present at the
Annual Meeting of Stockholders and will be given an opportunity to make a
statement if they desire to do so and will respond to questions from
stockholders.
PROPOSALS OF STOCKHOLDERS
Proposals which stockholders intend to present at the 2000 Annual Meeting of
Stockholders of the Company must be received by the Secretary of the Company at
its principal offices (3308 N. Mitthoeffer Road, Indianapolis, Indiana 46235) no
later than February 9, 2000.
MISCELLANEOUS
The Company's Annual Report to Stockholders for the fiscal year ended February
27, 1999, including the financial statements and related notes thereto, together
with the report of the independent auditors and other information with respect
to the Company, accompanies this Proxy Statement.
The Company is not aware of any other business to be presented at the 1999
Annual Meeting. If matters other than those described should properly arise at
the meeting, the proxies will vote on such matters in accordance with their best
judgments.
By Order of the Board Of Directors
/s/ Gary D. Cohen
Gary D. Cohen, Senior Vice President,
General Counsel and Secretary
Indianapolis, Indiana
June 8, 1999
18
<PAGE> 22
THE FINISH LINE, INC.
CLASS A COMMON STOCK
Proxy for Annual Meeting of Stockholders, July 15, 1999
This Proxy is solicited on behalf of the board of directors for the
Annual Meeting of Stockholders to be held on July 15, 1999 at 9:00 a.m.
Bank One Tower, 111 Monument Circle, Room 3B on 48th Floor,
Indianapolis, Indiana
The undersigned hereby acknowledges receipt of the Notice of Annual Meeting of
Stockholders and the accompanying Proxy Statement for the 1999 Annual Meeting
and, revoking all prior Proxies, appoints Alan H. Cohen and Steven J. Schneider,
and each of them, with full power of substitution in each, the Proxies of the
undersigned to represent the undersigned and vote all shares of Class A Common
of the undersigned in The Finish Line, Inc. at the Annual Meeting of
Stockholders to be held on July 15, 1999, and any adjournments or postponements
thereof upon the following matters and in the manner designated.
Please date, sign and mail your proxy card back as soon as possible!
Annual Meeting of Stockholders
THE FINISH LINE, INC.
July 15, 1999
Please mark your
votes as in this
example:
[X]
1. Election of Nominees:
Directors. Alan H. Cohen
FOR all nominees WITHHOLD David I. Klapper
listed at right AUTHORITY Jonathan K. Layne
(except as marked to vote for all Larry J. Sablosky
to the contrary below) nominees listed Jeffrey H. Smulyan
[ ] [ ] Stephen Goldsmith
(INSTRUCTION: to withhold authority to vote
for any individual nominee write that nominee's
name on the space provided below)
- -------------------------------
2. To transact such other business as may properly come before the meeting or
any adjournments or postponements thereof and as to which the undersigned
hereby confers discretionary authority.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR THE ELECTION AS DIRECTORS OF THE NOMINEES NAMED IN THE PROXY
STATEMENT, AND ACCORDING TO THE JUDGEMENT OF THE PROXIES WITH RESPECT TO
PROPOSAL 2.
SIGNATURE(S) __________________ __________________ DATED: ______________ 1999
SIGNATURE (IF HELD JOINTLY)
