<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
<TABLE>
<S> <C>
Filed by the registrant [X]
</TABLE>
Filed by a party other than the registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] Preliminary proxy statement [ ] Confidential, For use of
[X] Definitive proxy statement the Commission Only (as
[ ] Definitive additional materials permitted by Rule 14a-6(e)(2))
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
</TABLE>
Odwalla, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
Odwalla, Inc.
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
<TABLE>
<C> <S>
[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:
-----------------------------------------------------------------------------------
(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:
-----------------------------------------------------------------------------------
</TABLE>
<PAGE> 2
LOGO
Dear Shareholder:
You are cordially invited to attend the Annual Meeting of Shareholders (the
"Annual Meeting"') of Odwalla, Inc. (the "Company") which will be held on
February 2, 1998, at 10:30 a.m., at Mel Mello Center for the Arts, 1167 Main
Street, Half Moon Bay, California 94019.
At the Annual Meeting, you will be asked to consider and vote upon the
following proposals: (i) to elect five (5) directors of the Company and (ii) to
ratify the appointment of Price Waterhouse LLP as independent accountants of the
Company for the fiscal year ending August 29, 1998.
The enclosed Proxy Statement more fully describes the details of the
business to be conducted at the Annual Meeting. After careful consideration, the
Company's Board of Directors has unanimously approved the proposals and
recommends that you vote FOR each such proposal.
After reading the Proxy Statement, please mark, date, sign and return the
enclosed proxy card in the accompanying reply envelope by no later than January
30, 1998. If you decide to attend the Annual Meeting and would prefer to vote in
person, please notify the Secretary of the Company that you wish to vote in
person and your proxy will not be voted. YOUR SHARES CANNOT BE VOTED UNLESS YOU
SIGN, DATE AND RETURN THE ENCLOSED PROXY OR ATTEND THE ANNUAL MEETING IN PERSON.
A copy of the Company's 1997 Annual Report has been mailed concurrently
herewith to all shareholders entitled to notice of and to vote at the Annual
Meeting.
We look forward to seeing you at the Annual Meeting.
Sincerely yours,
<TABLE>
<S> <C>
LOGO LOGO
D. STEPHEN C. WILLIAMSON GREG A. STELTENPOHL
Chief Executive Officer Chairman of the Board
</TABLE>
Half Moon Bay, California
December 19, 1997
IMPORTANT
PLEASE MARK, DATE AND SIGN THE ENCLOSED PROXY AND RETURN IT AT YOUR EARLIEST
CONVENIENCE IN THE ENCLOSED POSTAGE-PREPAID RETURN ENVELOPE SO THAT IF YOU ARE
UNABLE TO ATTEND THE ANNUAL MEETING, YOUR SHARES MAY BE VOTED.
<PAGE> 3
ODWALLA, INC.
120 STONE PINE ROAD
HALF MOON BAY, CALIFORNIA 95019
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD FEBRUARY 2, 1998
TO OUR SHAREHOLDERS:
You are cordially invited to attend the Annual Meeting of Shareholders (the
"Annual Meeting") of Odwalla, Inc., a California corporation (the "Company"), to
be held on February 2, 1998, at 10:30 a.m., local time, at Mel Mello Center for
the Arts, 1167 Main Street, Half Moon Bay, California 94019, for the following
purposes:
1. To elect directors to serve for the ensuing year or until their
respective successors are duly elected and qualified. The nominees are D.
Stephen C. Williamson, Greg A. Steltenpohl, Martin S. Gans, Ranzell "Nick"
Nickelson, II and Richard Grubman.
2. To ratify the appointment of Price Waterhouse LLP as independent
accountants of the Company for the fiscal year ending August 29, 1998.
3. To transact such other business as may properly come before the
meeting or any adjournment thereof.
The foregoing items of business are more fully described in the Proxy
Statement that accompanies this Notice.
Only shareholders of record at the close of business on December 10, 1997,
are entitled to notice of and to vote at the Annual Meeting and at any
continuation or adjournment thereof.
All shareholders are cordially invited and encouraged to attend the Annual
Meeting. In any event, to assure your representation at the meeting, please
carefully read the accompanying Proxy Statement which describes the matters to
be voted on at the Annual Meeting and sign, date and return the enclosed proxy
card in the reply envelope provided. Should you receive more than one proxy
because your shares are registered in different names and addresses, each proxy
should be returned to assure that all your shares will be voted. If you attend
the Annual Meeting and vote by ballot, your proxy will be revoked automatically
and only your vote at the Annual Meeting will be counted. The prompt return of
your proxy card will assist us in preparing for the Annual Meeting.
We look forward to seeing you at the Annual Meeting.
BY ORDER OF THE BOARD OF DIRECTORS
LOGO
MARY CORRIGAN
Secretary
Half Moon Bay, California
December 19, 1997
ALL SHAREHOLDERS ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING IN PERSON.
IN ANY EVENT, TO ENSURE YOUR REPRESENTATION AT THE ANNUAL MEETING, YOU ARE URGED
TO VOTE, SIGN AND RETURN THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE IN THE
POSTAGE-PREPAID ENVELOPE ENCLOSED FOR THAT PURPOSE.
<PAGE> 4
PROXY STATEMENT
FOR THE ANNUAL MEETING OF SHAREHOLDERS OF
ODWALLA, INC.
TO BE HELD FEBRUARY 2, 1998
GENERAL
This Proxy Statement is furnished in connection with the solicitation by
the Board of Directors of Odwalla, Inc., a California corporation (the "Company"
or "Odwalla"), of proxies to be voted at the Annual Meeting of Shareholders (the
"Annual Meeting") to be held on February 2, 1998, or at any adjournment or
postponement thereof, for the purposes set forth in the accompanying Notice of
Annual Meeting of Shareholders. Shareholders of record on December 10, 1997,
will be entitled to vote at the Annual Meeting. The Annual Meeting will be held
at 10:30 a.m. at Mel Mello Center for the Arts, 1167 Main Street, Half Moon Bay,
California 94019.
It is anticipated that this Proxy Statement and the enclosed proxy card
will be first mailed to shareholders on or about December 22, 1997.
VOTING RIGHTS
The close of business on December 10, 1997, was the record date for
shareholders entitled to notice of and to vote at the Annual Meeting and any
adjournments thereof. At the record date, the Company had approximately
5,050,000 shares of its Common Stock outstanding and entitled to vote at the
Annual Meeting, held by approximately 250 record shareholders. Holders of Common
Stock are entitled to one vote for each share of Common Stock so held. A
majority of the shares of Common Stock entitled to vote will constitute a quorum
for the transaction of business at the Annual Meeting.
If any shareholder is unable to attend the Annual Meeting, such shareholder
may vote by proxy. The enclosed proxy is solicited by the Company's Board of
Directors, (the "Board of Directors" or the "Board") and, when the proxy card is
returned properly completed, it will be voted as directed by the shareholder on
the proxy card. Shareholders are urged to specify their choices on the enclosed
proxy card. If a proxy card is signed and returned without choices specified, in
the absence of contrary instructions, the shares of Common Stock represented by
such proxy will be voted FOR Proposals 1 and 2 and will be voted in the proxy
holders' discretion as to other matters that may properly come before the Annual
Meeting.
An affirmative vote of a majority of the shares present and voting at the
meeting is required for approval of all items being submitted to the
shareholders for their consideration. An automated system administered by the
Company's transfer agent tabulates shareholder votes. Abstentions and broker
non-votes each are included in determining the number of shares present and
voting at the Annual Meeting for purposes of determining the presence or absence
of a quorum, and each is tabulated separately. Abstentions are counted as
negative votes, whereas broker non-votes are not counted for purposes of
determining whether Proposals 1 or 2 presented to shareholders have been
approved.
REVOCABILITY OF PROXIES
Any person giving a proxy has the power to revoke it at any time before its
exercise. A proxy may be revoked by filing with the Secretary of the Company an
instrument of revocation or a duly executed proxy bearing a later date, or by
attending the Annual Meeting and voting in person.
SOLICITATION OF PROXIES
The Company will bear the cost of soliciting proxies. Copies of
solicitation material will be furnished to brokerage houses, fiduciaries, and
custodians holding shares in their names that are beneficially owned by
<PAGE> 5
others to forward to such beneficial owners. The Company may reimburse such
persons for their costs of forwarding the solicitation material to such
beneficial owners. The original solicitation of proxies by mail may be
supplemented by solicitation by telephone, telegram, or other means by
directors, officers, employees or agents of the Company. No additional
compensation will be paid to these individuals for any such services. Except as
described above, the Company does not intend to solicit proxies other than by
mail.
THE ANNUAL REPORT OF THE COMPANY FOR THE FISCAL YEAR ENDED AUGUST 31, 1997,
HAS BEEN MAILED CONCURRENTLY WITH THE MAILING OF THE NOTICE OF ANNUAL MEETING
AND PROXY STATEMENT TO ALL SHAREHOLDERS ENTITLED TO NOTICE OF AND TO VOTE AT THE
ANNUAL MEETING. THE ANNUAL REPORT IS NOT INCORPORATED INTO THIS PROXY STATEMENT
AND IS NOT CONSIDERED PROXY SOLICITING MATERIAL.
PROPOSAL NO. 1:
ELECTION OF DIRECTORS
At the Annual Meeting, five directors (constituting the entire board) are
to be elected to serve until the next Annual Meeting of Shareholders and until a
successor for such director is elected and qualified, or until the death,
resignation, or removal of such director. It is intended that the proxies will
be voted for the five nominees named below for election to the Company's Board
of Directors unless authority to vote for any such nominee is withheld. There
are five nominees, all of whom are currently directors of the Company. Messrs.
Steltenpohl, Williamson and Gans were elected to the Board by the shareholders
at the last annual meeting. Messrs. Nickelson and Grubman were appointed to the
Board of Directors on August 20, 1997, following the resignaion of Lauren M.
Doliva, Ph.D. and Kenneth H. Ausubel. Each person nominated for election has
agreed to serve if elected, and the Board of Directors has no reason to believe
that any nominee will be unavailable or will decline to serve. In the event,
however, that any nominee is unable or declines to serve as a director at the
time of the Annual Meeting, the proxies will be voted for any nominee who is
designated by the current Board of Directors to fill the vacancy. Unless
otherwise instructed, the proxyholders will vote the proxies received by them
for the nominees named below. The five candidates receiving the highest number
of the affirmative votes of the shares entitled to vote at the Annual Meeting
will be elected directors of the Company. The proxies solicited by this Proxy
Statement may not be voted for more than five nominees.
Both Dr. Doliva and Mr. Ausubel resigned from the Board of Directors for
personal reasons during the summer of 1997 and did not indicate a disagreement
with the Company on any matters relating to the Company's operations, policies
or practices.
NOMINEES
Set forth below is information regarding the nominees to the Board of
Directors.
<TABLE>
<CAPTION>
NAME POSITION(S) WITH THE COMPANY AGE FIRST ELECTED DIRECTOR
- ----------------------------- ---------------------------------------- --- ----------------------
<S> <C> <C> <C>
Greg A. Steltenpohl Chairman of the Board 43 1985
D. Stephen C. Williamson Chief Executive Officer and Director 39 1992
Martin S. Gans(1)(2) Director 55 1992
Ranzell "Nick" Nickelson, II Director 53 1997
Richard Grubman(1)(2) Director 35 1997
</TABLE>
- ---------------
(1) Member of the Audit Committee
(2) Member of the Compensation Committee
2
<PAGE> 6
BUSINESS EXPERIENCE OF NOMINEES FOR ELECTION AS DIRECTORS
GREG A. STELTENPOHL, the founder of the Company, has served as Chairman of
the Board since June 1996. Prior to that date, Mr. Steltenpohl served as
Co-Chairman of the Board and Co-Chief Executive Officer from January 1995 to
June 1996. From the Company's incorporation in December 1985 until January 1995,
Mr. Steltenpohl served as Chairman of the Board and Chief Executive Officer. In
addition, Mr. Steltenpohl served as the Company's President from November 1985
until May 1992. Mr. Steltenpohl holds a B.S. in environmental sciences from
Stanford University.
D. STEPHEN C. WILLIAMSON has served as Chief Executive Officer since June
1996. Prior to that time, Mr. Williamson served as Co-Chairman of the Board and
Co-Chief Executive Officer from January 1995 to June 1996 and as Chief Financial
Officer of the Company from March 1991 to August 1996. Mr. Williamson also
served as the Company's President from May 1992 until January 1995. From 1988 to
March 1991, Mr. Williamson was a general partner of Ellistan Partners, a private
investment firm. Prior to that, Mr. Williamson worked as an analyst and an
associate at First Boston Corp. Mr. Williamson holds a B.A. in history from the
University of California at Berkeley. He is also a director of Avenal Land & Oil
Company, a private investment company.
MARTIN S. GANS has been a director of the Company since December 1992. Mr.
Gans served as Executive Vice President and Chief Financial Officer of Sun World
International, Inc. from 1978 until 1987, and he was a partner at Touche Ross &
Co., an accounting firm, from 1972 until 1978. Mr. Gans is a certified public
accountant and holds a B.B.A. from the University of Miami and an M.B.A. from
Northwestern University. Mr. Gans is also a director of Best Collateral, Inc., a
publicly-traded company. In addition, Mr. Gans is a director of a number of
private companies, including International Storage Management, N.V. and LSL
Biotechnologies, Inc.
RANZELL "NICK" NICKELSON, II has been a director of the Company since
August 1997. Dr. Nickelson has served as Director, International Food Safety at
IDEXX Laboratories, Inc. since October 1997. From 1996 to October 1997, he
served as President of Red Mesa Microbiology, Inc. From 1991 to 1996, Dr.
Nickelson was vice president, Silliker Laboratories Group, Inc. Dr. Nickelson
served as a member of the National Advisory Committee on Microbiological
Criteria for Foods and as Coordinator, Blue Ribbon Task Force on E. coli O157:H7
for the National Live Stock and Meat Board. Dr. Nickelson holds a B.S. in Animal
Science, an M.S. in Food Technology and a Ph.D in Microbiology from Texas A&M
University.
RICHARD GRUBMAN has been a director of the Company since August 1997. Mr.
Grubman has been a Managing Director of Development Capital, LLC (a private
direct investment firm) since January 1997 and a general partner of its
affiliate, Corporate Value Partners, LP, since November 1996. Mr. Grubman is
President of Sycamore Capital Management, Inc., a position he has held since
January 1996. From December 1992 to November 1995, Mr. Grubman was a general
partner of Lakeview Partners, L.P. During 1992, he was a vice president of
Gollust, Tierney and Oliver, Incorporated. Mr. Grubman holds an A.B. degree in
Art and Archaeology from Princeton University. He is also a director of the
Children's Motility Disorder Foundation.
BOARD MEETINGS AND COMMITTEES
The Board of Directors held nine (9) meetings during fiscal 1997. While
they were directors, all members of the Board of Directors during fiscal 1997
attended more than seventy-five percent (75%) of the aggregate of the total
number of meetings of the Board of Directors held during the fiscal year. Two
(2) directors attended more than seventy-five percent (75%) of the aggregate of
the total number of meetings held by all committees of the Board on which such
directors served. There are no family relationships among executive officers or
directors of the Company. The Board of Directors has an Audit Committee and a
Compensation Committee.
3
<PAGE> 7
The Audit Committee of the Board of Directors held one (1) meeting during
fiscal 1997. The Audit Committee, which is currently comprised of Directors Gans
and Grubman, recommends engagement of the Company's independent accountants,
approves services performed by such accountants and reviews and evaluates the
Company's accounting system and its system of internal controls.
The Compensation Committee of the Board of Directors held two (2) meetings
during fiscal 1997. The Compensation Committee, which is currently comprised of
Directors Grubman and Gans, has overall responsibility for the Company's
compensation policies and determines the compensation payable to the Company's
executive officers, including their participation in certain of the Company's
employee benefit and stock option plans.
DIRECTOR COMPENSATION
The Company's non-employee directors currently receive $10,000 per year, in
addition to reimbursement for certain expenses incurred in connection with
attendance at Board and committee meetings. Between August 1995 and August 1997,
the Company's non-employee directors were entitled to receive $1,000 per Board
meeting they attend, in addition to reimbursement for certain expenses incurred
in connection with attendance at Board and committee meetings. Prior to August
1995, non-employee directors did not receive any cash compensation for service
on the Board, other than expense reimbursement.
Under the Automatic Option Grant Program of the 1997 Stock Incentive Plan
(the "1997 Plan"), each individual who first becomes a non-employee Board member
at or after the 1997 Annual Meeting, whether through election by the
shareholders or appointment by the Board, is automatically granted, at the time
of such initial election or appointment, a non-statutory option to purchase
5,000 shares of Common Stock, provided such individual was not previously in the
Company's employ. In addition, on the date of each Annual Meeting, beginning
with the 1997 Annual Meeting, each individual who is to continue to serve as a
non-employee Board member, whether or not that individual is standing for
re-election to the Board at that particular Annual Meeting, will automatically
be granted at that meeting a non-statutory option to purchase 3,000 shares of
Common Stock, provided such individual has served as a non-employee Board member
for at least six (6) months. There will be no limit on the number of such
3,000-share option grants any one non-employee Board member may receive over his
or her period of Board service, and non-employee Board members who have
previously served in the Company's employ will be fully eligible for one or more
3,000-share option grants.
Each option granted under the Automatic Option Grant Program is subject to
the following terms and conditions:
- The exercise price per share will be equal to 100% of the fair
market value per share of Common Stock on the automatic grant date.
- Each option will have a maximum term equal to the lesser of (i) ten
(10) years measured from the grant date or (ii) twelve (12) months
following termination of Board service.
- Each option will be immediately exercisable for all the option
shares, but any purchased shares will be subject to repurchase by the
Company, at the exercise price paid per share, upon the optionee's
cessation of Board service prior to vesting in those shares.
- The shares subject to each initial 5,000 share grant will vest in
four successive equal annual installments over the optionee's period of
Board service, with the first such installment to vest upon the completion
of one (1) year of Board service, measured from the automatic grant date.
The shares subject to each annual 3,000 share grant will vest upon the
optionee's completion of one (1) year of Board service, measured from the
automatic grant date.
- The shares subject to each outstanding automatic option grant will
immediately vest should the optionee die or become permanently disabled
while a Board member or should any of the following events occur while the
optionee continues in Board service: (i) an acquisition of the Company by
merger or asset sale; (ii) the successful completion of a hostile tender
offer for more than fifty percent (50%) of the total
4
<PAGE> 8
combined voting power of the Company's outstanding securities; or (iii) a
change in the majority of the Board occasioned by one or more contested
elections for Board membership.
- Upon the successful completion of a hostile tender offer for
securities possessing more than fifty percent (50%) of the total combined
voting power of the Company's outstanding securities, each outstanding
automatic option grant may be surrendered to the Company for a cash
distribution per surrendered option share in an amount equal to the excess
of (i) the greater of (a) the fair market value per share of Common Stock
on the date the option is surrendered to the Company in connection with a
hostile tender offer or (b) the highest price per share of Common Stock
paid in such hostile tender offer over (ii) the exercise price payable per
share.
Prior to the adoption of the 1997 Plan on April 16, 1997, each non-employee
director received option grants under the Company's 1994 Non-Employee Directors'
Stock Option Plan (the "Directors' Plan"). Under the Plan, each non-employee
director was automatically granted a nonstatutory option to purchase 7,500
shares of Common Stock upon the date of his or her election to the Board. The
aggregate number of shares of Common Stock authorized for issuance pursuant to
options granted under the Directors' Plan was 75,000. The exercise price of
options granted under the Directors' Plan must be equal to 100% of the fair
market value of the Common Stock subject to the option on the date of the grant.
All outstanding options under the Directors' Plan were transferred to the 1997
Plan and no further options will be granted under the Directors' Plan.
On October 13, 1997, the following options were granted at $9.75 per share:
Mr. Gans, 40,000 shares; Dr. Nickelson, 15,000 shares; and Mr. Grubman, 35,000
shares. As of December 10, 1997, options to purchase 10,000 shares had been
issued under the Automatic Option Grant Program of the 1997 Plan.
The Board of Directors recommends that shareholders vote FOR election of
all of the above nominees for election as directors.
PROPOSAL NO. 2:
RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTANTS
The Company is asking the shareholders to ratify the selection of Price
Waterhouse LLP ("Price Waterhouse") as the Company's independent public
accountants for the fiscal year ending August 29, 1998. The affirmative vote of
the holders of a majority of the shares represented and voting at the Annual
Meeting will be required to ratify the selection of Price Waterhouse.
In the event the shareholders fail to ratify the appointment, the Audit
Committee of the Board of Directors will consider it as a direction to select
other auditors for the subsequent year. Even if the selection is ratified, the
Board in its discretion may direct the appointment of a different independent
accounting firm at any time during the year if the Board determines that such a
change would be in the best interest of the Company and its shareholders.
A representative of Price Waterhouse is expected to be present at the
Annual Meeting, will have the opportunity to make a statement if he or she
desires to do so, and will be available to respond to appropriate questions.
The Board of Directors recommends that shareholders vote FOR the proposal
to ratify the selection of Price Waterhouse LLP as the Company's independent
public accountants for the fiscal year ending August 29, 1998.
5
<PAGE> 9
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the ownership
of the Company's Common Stock as of December 2, 1997, by (i) each director and
(ii) all those known by the Company to be beneficial owners of more than five
percent of its Common Stock.
<TABLE>
<CAPTION>
BENEFICIAL OWNERSHIP (1)
------------------------
NUMBER OF PERCENT OF
BENEFICIAL OWNER SHARES TOTAL (2)
----------------------------------------------------------------- --------- ----------
<S> <C> <C>
D. Stephen C. Williamson(3)...................................... 701,134 13.61%
c/o Odwalla, Inc.
120 Stone Pine Road
Half Moon Bay, CA 94019
Greg A. Steltenpohl(4)........................................... 668,735 13.02
c/o Odwalla, Inc.
120 Stone Pine Road
Half Moon Bay, CA 94019
Martin S. Gans(5)................................................ 50,991 1.01
Ranzell Nickelson, II(6)......................................... 6,250 *
Richard Grubman(7)............................................... 11,464 *
Penelope A. Douglas(8)........................................... 12,044 *
James R. Steichen(9)............................................. 7,044 *
Michael G. Casotti(10)........................................... 5,377 *
Directors and executive officers as a group (10 persons)(11)..... 1,515,795 28.41
</TABLE>
- ---------------
* Less than one percent
(1) This table is based upon information supplied by officers, directors and
principal shareholders and Schedules 13D and 13G filed with the SEC. Unless
otherwise indicated in the footnotes to this table and subject to community
property laws applicable, the Company believes that each of the
shareholders named in this table has sole voting and investment power with
respect to the shares indicated as beneficially owned.
(2) Percentage of ownership is based on 5,049,044 shares of Common Stock
outstanding on December 2, 1997, adjusted as required by rules promulgated
by the SEC.
(3) Includes 41,250 shares of Common Stock held by Alexandra Bowes, Mr.
Williamson's wife, and 194,851 shares held by Willy Juice Partners, a
limited partnership of which Mr. Williamson is the general partner. Mr.
Williamson disclaims beneficial ownership of shares held by Willy Juice
Partners, except to the extent of his pecuniary interest therein. Also
includes 102,916 shares of Common Stock subject to options exercisable
within 60 days of December 2, 1997.
(4) Includes 232,785 shares of Common Stock held by Bonnie Bassett Steltenpohl,
Mr. Steltenpohl's wife, and 11,539 shares held by the Estate of Benita
Johnson, of which Mr. Steltenpohl is the executor. Also includes 87,916
shares of Common Stock subject to options exercisable within 60 days of
December 2, 1997.
(5) Also includes 12,333 shares of Common Stock subject to options exercisable
within 60 days of December 2, 1997, of which 3,000 shares are subject to
repurchase by the Company at the exercise price.
(6) Includes 6,250 shares of Common Stock subject to options exercisable within
60 days of December 2, 1997, of which 5,000 shares are subject to
repurchase by the Company at the exercise price.
(7) Also includes 7,916 shares of Common Stock subject to options exercisable
within 60 days of December 2, 1997, of which 5,000 shares are subject to
repurchase by the Company at the exercise price.
6
<PAGE> 10
(8) Includes 12,044 shares of Common Stock subject to options exercisable
within 60 days of December 2, 1997.
(9) Includes 7,044 shares of Common Stock subject to options exercisable within
60 days of December 2, 1997.
(10) Includes 5,377 shares of Common Stock subject to options exercisable within
60 days of December 2, 1997.
(11) Includes the 287,134 options within that amount which are exercisable
within 60 days of December 2, 1997.
EXECUTIVE COMPENSATION AND RELATED INFORMATION
SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION
The following Summary Compensation Table sets forth the compensation
earned, by the Company's current Chief Executive Officer and the four other most
highly compensated executive officers for services rendered in all capacities to
the Company and its subsidiaries for the fiscal years ended August 31, 1995,
1996 and 1997. The listed individuals shall be hereinafter referred to as the
"Named Officers."
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
AWARDS
-------------
ANNUAL COMPENSATION SECURITIES
---------------------------- UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION YEARS SALARY($) BONUS OPTIONS(#)(1) COMPENSATION(2)
- --------------------------- ----- -------- ----- ------------- ---------------
<S> <C> <C> <C> <C> <C>
D. Stephen C. Williamson 1997 $139,312 $-- 70,000 $ --
Chief Executive 1996 $125,481 $-- 20,000 $ --
Officer 1995 $125,000 $-- -- $ --
Greg A. Steltenpohl 1997 $139,312 $-- 70,000 $ --
Chairman of the Board 1996 $125,481 $-- 20,000 $ --
1995 $125,000 $-- -- $ --
Penelope A. Douglas 1997 $165,165 $-- 40,100 $ 540
Senior Vice President, 1996 $ -- $-- -- $ --
Human Resources/Marketing 1995 $ -- $-- -- $ --
Chief Learning Officer
James R. Steichen 1997 $148,761 $-- 25,100 $ 138
Vice President, Finance 1996 $111,028(3) $-- 25,000 $ --
Chief Financial Officer 1995 $ -- $-- -- $ --
Michael G. Casotti 1997 $130,668 $-- 20,100 $ 782
Vice President, Sales 1996 $ 58,154(4) $-- 20,000 $ 129
1995 $ -- $-- -- $ --
</TABLE>
- ---------------
(1) The options listed in the table were granted under the Company's Stock
Option Plan.
(2) Represents the Company's matching 401(k) plan contribution.
(3) Reflects consulting fees of $70,163 paid to Mr. Steichen prior to May 1996
when he became Vice President, Finance. Mr. Steichen was appointed Chief
Financial Officer effective September 1, 1996. Mr. Williamson was Chief
Financial Officer during fiscal 1996.
(4) Reflects salary paid to Mr. Casotti from March 1996 through August 1996,
based on annual salary of $112,000.
7
<PAGE> 11
STOCK OPTIONS
The following table contains information concerning the stock option grants
made to each of the Named Officers for the 1997 fiscal year. No stock
appreciation rights were granted to those individuals during such year.
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
INDIVIDUAL GRANT VALUE AT ASSUMED
-------------------------------------------- ANNUAL RATES OF
NUMBER OF PERCENT STOCK
SECURITIES OF TOTAL PRICE APPRECIATION
UNDERLYING GRANTED EXERCISE FOR OPTION TERM(6)
OPTIONS TO EMPLOYEES PRICE EXPIRATION --------------------
NAME GRANTED IN FISCAL YEAR ($/(SHARE)(5) DATE 5% 10%
- --------------------------------- ---------- -------------- ------------ ---------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
D. Stephen C. Williamson......... 20,000(1) 3.77% $11.28 3/4/02 $ 36,038 $104,554
50,000(2) 9.43 11.28 3/4/02 90,094 261,386
Greg A. Steltenpohl.............. 20,000(1) 3.77 10.25 3/4/02 36,038 104,554
50,000(2) 9.43 11.28 3/4/02 90,094 261,386
Penelope A. Douglas.............. 40,000(3) 7.54 13.13 1/15/07 330,170 836,715
100(4) 0.02 13.75 12/18/06 865 2,191
James R. Steichen................ 25,000(1) 4.72 10.25 3/4/07 161,154 408,396
100(4) 0.02 13.75 12/18/06 865 2,191
Michael G. Casotti............... 20,000(1) 3.77 10.25 3/4/07 128,923 326,717
100(4) 0.02 13.75 12/18/06 865 2,191
</TABLE>
- ---------------
(1) The options were granted under the Company's Stock Option Plan on March 5,
1997, with a vesting commencement date of March 5, 1997. The options granted
to Messrs. Williamson and Steltenpohl have a maximum term of 5 years and the
options granted to Messrs. Casotti and Steichen have a maximum term of 10
years, all measured from the grant date, subject to earlier termination upon
the optionee's cessation of service with the Company. All options will vest
as to 1/60th of the shares each month. These shares represent a repricing of
shares issued in fiscal 1996 at $22.28 per share for Messrs. Williamson and
Steltenpohl and $20.25 per share for all others.
(2) The options were granted under the Company's Stock Option Plan on March 5,
1997, with a vesting commencement date of March 5, 1997. The options granted
to Messrs. Williamson and Steltenpohl have a maximum term of 5 years, all
measured from the grant date, subject to earlier termination upon the
optionee's cessation of service with the Company. All options will vest as
to 1/60th of the shares each month.
(3) The options were granted under the Company's Stock Option Plan on January
16, 1997, with a vesting commencement date of October 1, 1996. The options
have a maximum term of 10 years, measured from the grant date, subject to
earlier termination upon the optionee's cessation of service with the
Company. All options will vest as to 1/60th of the shares each month.
(4) The options were granted under the Company's Stock Option Plan on December
19, 1996, and were immediately vested. The options have a maximum term of 10
years, measured from the grant date, subject to earlier termination upon the
optionee's cessation of service with the Company.
(5) The exercise price may be paid in cash, in shares of Common Stock valued at
fair market value on the exercise date or through a cashless exercise
procedure involving a same-day sale of the purchased shares. The Company may
also finance the option exercise by loaning the optionee sufficient funds to
pay the exercise price for the purchased shares and the Federal and state
income and employment tax liability incurred by the optionee in connection
with such exercise.
(6) There is no assurance provided to the option holder or any other holder of
the Company's securities that the actual stock price appreciation over the
five- or 10-year option term will be at the 5% and 10% assumed annual rates
of compounded stock price appreciation.
8
<PAGE> 12
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES
The following table sets forth information concerning option holdings for
the 1997 fiscal year by each of the Named Officers. There were no option
exercises during fiscal 1997. No stock appreciation rights were exercised during
such year or were outstanding at the end of the year.
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS AT
OPTIONS AT FY-END FY-END (2)
----------------------------- -----------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
----------------------------------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
D. Stephen C. Williamson........... 90,832 84,168 $ 334,950 $93,000
Greg A. Steltenpohl................ 75,832 84,168 295,350 93,000
Penelope A. Douglas................ 6,766 33,334 -- --
James R. Steichen.................. 2,183 22,917 2,083 22,917
Michael G. Casotti................. 1,766 18,334 1,666 18,334
</TABLE>
- ---------------
(1) Based on the fair market value of the shares at the end of the 1997 fiscal
year ($11.25 per share) less the option exercise price payable for those
shares.
OPTION REPRICING
As discussed in the Compensation Committee Report on Executive Compensation
below, the Company implemented an option cancellation/regrant program for
executive officers and other employees holding stock options granted on May 3,
1996, which had an exercise price per share in excess of the market price of the
Company's Common Stock at the time the cancellation/regrant occurred. The
cancellation/regrant was effected on March 5, 1997, and the previously granted
options dated May 3, 1996, with an exercise price of $20.25 per share were
canceled and new options for the same aggregate number of shares were granted
with an exercise price of $10.25 per share.
The following table sets forth information with respect to each of the
Company's executive officers concerning his participation in the option
cancellation/regrant program effected on March 5, 1997.
<TABLE>
<CAPTION>
NUMBER OF LENGTH OF
SECURITIES MARKET PRICE EXERCISE ORIGINAL
UNDERLYING OF STOCK AT PRICE AT OPTION TERM
OPTIONS/ TIME OF TIME OF REMAINING AT
SARS REPRICING OR REPRICING OR NEW DATE OF
REPRICED OR AMENDMENT AMENDMENT EXERCISE REPRICING OR
NAME DATE AMENDED (#) ($) ($) PRICE($) AMENDMENT
- --------------------------- -------- ----------- ------------ ------------ -------- -----------------
<S> <C> <C> <C> <C> <C> <C>
D. Stephen C. Williamson... 3/5/97 20,000 $10.25 $22.28 $11.28 4 years, 59 days
Greg A. Steltenpohl........ 3/5/97 20,000 10.25 22.28 11.28 4 years, 59 days
James R. Steichen.......... 3/5/97 25,000 10.25 20.25 10.25 9 years, 59 days
Michael G. Casotti......... 3/5/97 20,000 10.25 20.25 10.25 9 years, 59 days
</TABLE>
EMPLOYMENT CONTRACTS, TERMINATION OF EMPLOYMENT
AND CHANGE-IN-CONTROL AGREEMENTS
None of the Company's executive officers have employment agreements with
the Company, and their employment may be terminated at any time at the
discretion of the Board of Directors. Pursuant to the express provisions of the
Stock Option Plan, the outstanding options under the Plan held by the Chief
Executive Officer and the Company's other executive officers will terminate if
not assumed in connection with any acquisition of the Company by merger or asset
sale.
9
<PAGE> 13
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee of the Company's Board of Directors was formed
on October 26, 1993, and is currently comprised of Mr. Grubman and Mr. Gans.
Neither of these individuals was at any time during fiscal 1997, or at any other
time, an officer or employee of the Company. No executive officer of the Company
serves as a member of the board of directors or compensation committee of any
other entity that has one or more executive officers serving as a member of the
Company's Board of Directors or Compensation Committee.
REPORT OF THE COMPENSATION COMMITTEE
ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors, subject to review by
the full Board, is responsible for the establishment of remuneration
arrangements for senior management and the administration of compensation and
employee benefit plans. In addition, the Compensation Committee sets the base
salary of the Company's executive officers, approves individual bonus programs
for executive officers, and administers the Company's stock option plans under
which grants may be made to executive officers and other key employees. The
following is a summary of policies of the committee that affect the compensation
paid to executive officers, as reflected in the tables and text set forth
elsewhere in the Proxy Statement.
GENERAL COMPENSATION POLICY. The objectives of the Company's executive
compensation program are to motivate and retain current executives and to
attract future ones. The Company's executive compensation program is designed
to: (1) provide a direct and substantial link between Company performance and
executive pay, (2) consider individual performance and accomplishments and
compensate accordingly, and (3) determine the Company's position in the
specialty beverage and food labor markets and be competitive in those labor
markets. The Company's intent is to position its executive pay levels at the
median of U.S. specialty beverage and food companies. The Committee also
considers geographic location and companies that may compete with the Company in
recruiting executive talent.
FACTORS. The principal factors which the Compensation Committee considered
in establishing the components of each executive officer's compensation package
for the 1997 fiscal year are summarized below. The Compensation Committee may,
however, in its discretion apply entirely different factors in setting executive
compensation for future years.
BASE SALARY. The base salary for each officer is set on the basis of
personal performance, the Compensation Committee's assessment of salary levels
in effect for comparable positions with the Company's principal competitors, and
internal comparability considerations. The weight given to each of these factors
may vary from individual to individual, and the Compensation Committee did not
rely upon any specific compensation surveys for comparative compensation
purposes. Instead, the Compensation Committee made its decisions as to the
appropriate market level of base salary for each executive officer on the basis
of its understanding of the salary levels in effect at companies with which the
Company competes for executive talent. Base salaries will be reviewed on an
annual basis, and adjustments will be made in accordance with the factors
indicated above.
LONG-TERM INCENTIVE COMPENSATION. Long-term incentives are provided through
stock option grants. The grants are designed to align the interests of the
executive officers with those of the shareholders, and to provide each officer
with a significant incentive to manage the Company from the perspective of an
owner with an equity stake in the business. The stock option plan encourages
long term retention and provides rewards to executives and other eligible
employees commensurate with growth in shareholder value. It is the Committee's
practice to grant options to purchase shares at the market price on the date of
grant with a term of up to ten years. The options granted to the Company's
executive officers during fiscal 1997 will vest from the date of grant in sixty
equal monthly installments. Accordingly, the options will provide a return to
the executive officer only if he or she remains in the Company's employ and the
market price of the underlying shares of common stock appreciates.
10
<PAGE> 14
The number of shares subject to each option grant is set at a level
intended to create a meaningful opportunity for stock ownership based on the
officer's current position with the Company, the base salary associated with
that position, the size of comparable awards made to individuals in similar
positions within the industry, the individual's potential for increased
responsibility and promotion over the option term, and the individual's personal
performance in recent periods. The Committee also takes into account the number
of unvested options held by the executive offer in order to maintain an
appropriate level of equity incentive for that individual. However, the
Committee does not adhere to any specific guidelines as to the relative option
holdings of the Company's executive officers.
CEO COMPENSATION. The compensation payable to Mr. Williamson, the Company's
Chief Executive Officer, was determined by the Compensation Committee. Mr.
Williamson's base salary was set at a level which the Board felt would be
competitive with the base salary levels in effect for chief executive officers
at similarly-sized companies within the industry. Based upon Mr. Williamson's
performance, the Compensation Committee granted Mr. Williamson options to
purchase 50,000 shares each of the Company's common stock under the Stock Option
Plan. The options have an exercise price of $11.28 per share, 110% of the fair
market value per share of the Common Stock on the grant date, and are intended
to maintain Mr. Williamson's option holdings in the Company at a competitive
level with the holdings of similarly situated officers at similarly-sized
companies within the industry. For the 1998 fiscal year, Mr. Williamson's
compensation package was set by the Compensation Committee on the basis of the
compensation policy summarized in this report.
SPECIAL OPTION REGRANT PROGRAM. During the 1997 fiscal year, the
Compensation Committee felt that circumstances had made it necessary for the
Company to implement an option cancellation/regrant program pursuant to which a
number of outstanding options held by the Company's executive officers and other
employees under the Option Plan were canceled, and new options for the same
number of shares were granted with a lower exercise price per share equal to the
market price of the Company's Common Stock on the regrant date. The only options
subject to this program were the options granted May 3, 1996, the most recent
Company-wide performance related option award prior to the Recall of certain of
the Company's product in late October 1996 as discussed in more detail in the
Company's annual report on Form 10-K for the year ended August 31, 1997.
The Compensation Committee determined that this program was necessary
because equity incentives are a significant component of the total compensation
package of the Company's employees and play a substantial role in the Company's
ability to retain the services of individuals essential to the Company's
long-term financial success. Prior to the implementation of the program, the
market price of the Company's Common Stock had fallen as a result of market
factors significantly influenced by the negative impact of the Recall. The
Compensation Committee felt that the Company's ability to retain key employees
would be significantly impaired, unless value were restored to the options
issued in May 1996 in the form of regranted options at the current market price
of the Company's Common Stock. However, in order for the regranted options to
serve their primary purpose of assuring the continued service of each optionee,
the original vesting schedule of five years for most of the original options was
replaced with a new five-year vesting schedule and the original immediate
vesting for certain of the original options was replaced with a new one-month
vesting schedule. The revised vesting schedules were imposed so that the
optionee would only have the opportunity to acquire the option shares at the
lower exercise price if he or she remained in the Company's employ.
Accordingly, on March 5, 1997, a number of outstanding options held by the
Company's executive officers and other employees with an exercise price of
$20.25 per share were canceled, and new options for the same number of shares
were granted with an exercise price of $10.25 per share, the market price of the
Common Stock on that date. Each new option includes the newly imposed vesting
schedule from the grant date.
As a result of the new vesting schedules imposed on the regranted options,
the Compensation Committee believes that the program strikes an appropriate
balance between the interests of the option holders and those of the
stockholders. The lower exercise prices in effect under the regranted options
made those options valuable once again to the executive officers and key
employees critical to the Company's financial
11
<PAGE> 15
performance. However, those individuals will enjoy the benefits of the regranted
options only if they in fact remain in the Company's employ and contribute to
the Company's financial success.
COMPLIANCE WITH INTERNAL REVENUE CODE SECTION 162(m). Section 162(m) of the
Internal Revenue Code, enacted in 1993, generally disallows a tax deduction to
publicly-held companies for compensation paid to certain executive officers, to
the extent that compensation exceeds $1 million per officer in any year. The
compensation paid to the Company's executive officers for the 1997 fiscal year
did not exceed the $1 million limit per officer, and it is not expected the
compensation to the Company's executive officers for the 1998 fiscal year will
exceed that limit. In addition, the Company's Stock Option Plan is structured so
that any compensation deemed paid to an executive officer in connection with the
exercise of his or her outstanding options under the Stock Option Plan will
qualify as performance-based compensation which will not be subject to the $1
million limitation.
Submitted by the Compensation Committee
of the Company's Board of Directors:
Richard Grubman, Board Member and
Compensation
Committee Chairman
Martin S. Gans, Board Member and
Compensation
Committee Member
12
<PAGE> 16
PERFORMANCE GRAPH
The following graph compares the cumulative total shareholder return on the
Common Stock of the Company with that of the Standard & Poor's 500 Index and the
Standard & Poor's Foods Index. The comparison for each of the periods assumes
that $100 was invested on December 16, 1993, (the date of the Company's initial
public offering) in the Company's Common Stock, or on November 30, 1993, in the
index, including reinvestment of dividends. These indices, which reflect
formulas for dividend reinvestment and weighing of individual stocks, do not
necessarily reflect returns that could be achieved by individual investors.
COMPARISON OF 44 MONTH CUMULATIVE TOTAL RETURN*
AMONG ODWALLA, INC., THE NASDAQ STOCK MARKET (U.S.) AND THE RUSSELL 2000
<TABLE>
<CAPTION>
MEASUREMENT PERIOD NASDAQ STOCK
(FISCAL YEAR COVERED) ODWALLA, INC MARKET (U.S.) RUSSELL 2000
<S> <C> <C> <C>
12/16/93 100 100 100
AUG-94 125 102 104
AUG-95 300 137 125
AUG-96 273 155 139
AUG-97 188 216 179
</TABLE>
- ---------------
* $100 INVESTED ON 12/16/93 IN STOCK OR ON
11/30/93 IN INDEX -- INCLUDING REINVESTMENT OF
DIVIDENDS. FISCAL YEAR ENDING AUGUST 31.
Notwithstanding anything to the contrary set forth in any of the Company's
previous filings under the Securities Act of 1933, as amended, or the Securities
Exchange Act of 1934, as amended, that might incorporate future filings,
including this Proxy Statement, in whole or in part, the preceding Compensation
Committee Report on Executive Compensation and the preceding Performance Graph
shall not be incorporated by reference into any such filings; nor shall such
Report or graph be incorporated by reference into any future filings.
13
<PAGE> 17
CERTAIN TRANSACTIONS
Mr. Steltenpohl is a 50 percent owner of the Davenport property at which
certain marketing offices and warehouse facilities are located (the "Davenport
Property"). The Company leases the Davenport Property at a monthly rent of
$9,320 pursuant to a lease that expires in July 1999, with respect to its office
facilities and July 1998, for the warehouse facilities. The rent payable under
this lease will be adjusted in August 1998, based on the percentage increase in
the United States Department of Labor, Bureau of Labor Statistics, Consumer
Price Index for All Urban Consumers for the San Francisco-Oakland-San Jose area.
The Company believes that the rental terms of the Davenport Property lease are
fair and reasonable and no less favorable than those that would be available to
the Company in a transaction with an unaffiliated lessor.
In December 1995, the Company's Board of Directors authorized the Company's
employment of Nina Simons, who is the wife of Mr. Ausubel, a former Board
member. Ms. Simons serves as the Company's Director of Strategic Marketing
Initiatives. Her annual salary is $70,000 plus approximately $400 per month for
home office facilities.
In June 1996, the Company's Board of Directors authorized the Company to
enter into a consulting arrangement with a consulting company solely owned by
Mr. Ausubel, a former Board member. The contract was approved by a majority of
disinterested directors and was entered into on standard industry terms.
Payments to Mr. Ausubel under this arrangement were less than $60,000 in fiscal
1997.
The Company's Board of Directors authorized the Company to enter into a
consulting arrangement with a consulting company of which Dr. Nickelson is the
President. The contract was approved by a majority of disinterested directors
and was entered into on standard industry terms. Payments to Dr. Nickelson under
this arrangement were less than $60,000 in fiscal 1997.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE
ACT OF 1934, AS AMENDED
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Company's directors and executive officers, and persons who own more than
ten percent of a registered class of the Company's equity securities, to file
with the SEC initial reports of ownership and reports of changes in ownership of
Common Stock and other equity securities of the Company. Officers, directors and
greater than ten percent shareholders are required by SEC regulations to furnish
the Company with copies of all Section 16(a) forms they file.
To the Company's knowledge, based solely on a review of the copies of such
reports furnished to the Company and written representations that no other
reports were required during the fiscal year ended August 31, 1997, all Section
16(a) filing requirements applicable to its officers, directors and greater than
ten percent beneficial owners were complied with, except that one transaction
report of Mr. Young was filed late.
OTHER BUSINESS
The Board of Directors knows of no other business that will be presented
for consideration at the Annual Meeting. If other matters are properly brought
before the Annual Meeting, however, it is the intention of the persons named in
the accompanying proxy to vote the shares represented thereby on such matters in
accordance with their best judgment.
14
<PAGE> 18
SHAREHOLDER PROPOSALS
Proposals of shareholders that are intended to be presented at the
Company's annual meeting of shareholders for the fiscal 1998 year must be
received by August 29, 1998, in order to be included in the proxy statement and
proxy relating to that meeting.
BY ORDER OF THE BOARD OF DIRECTORS
LOGO
MARY CORRIGAN
Secretary
December 19, 1997
15
<PAGE> 19
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
ODWALLA, INC.
D. Stephen C. Williamson and James R. Steichen or either of them, are hereby
appointed as the lawful agents and proxies of the undersigned (with all powers
the undersigned would possess if personally present, including full power of
substitution) to represent and to vote all shares of capital stock of Odwalla,
Inc. (the "Company") which the undersigned is entitled to vote at the Company's
Annual Meeting of Shareholders on February 2, 1998, and at any adjournments or
postponements thereof.
(CONTINUED AND TO BE MARKED, DATED AND SIGNED ON REVERSE SIDE.)
- -------------------------------------------------------------------------------
- FOLD AND DETACH HERE -
<PAGE> 20
Please mark
your votes as
indicated in
this example. [X]
1. The election of all nominees listed below for the Board of Directors, as
described in the Proxy Statement:
AUTHORIZATION
FOR [ ] WITHHELD [ ]
Nominees: D. Stephen C. Williamson Martin S. Gans
Greg A. Sheltenpohl Richard Grubman
Ranzell "Nick" Nichelson, II
(INSTRUCTION: To withhold authority to vote for any individual nominee, write
such name or names in the space provided below.)
--------------------------------------------
2. Proposal to ratify the appointment of Price Waterhouse LLP as independent
accountants of the Company for the fiscal year ending August 29, 1998:
FOR [ ] AGAINST [ ] ABSTAIN [ ]
3. Transaction of any other business which may properly come before the meeting
and any adjournment or postponement thereof.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR EACH OF THE ABOVE PROPOSALS. THIS
PROXY WILL BE VOTED AS DIRECTED, OR, IF NO DIRECTION IS INDICATED, WILL BE VOTED
FOR EACH OF THE ABOVE PROPOSALS AND, AT THE DISCRETION OF THE PERSONS NAMED AS
PROXIES, UPON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING. THIS
PROXY MAY BE REVOKED AT ANY TIME BEFORE IT IS VOTED.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD
PROMPTLY, USING THE ENCLOSED ENVELOPE.
Signature(s) Date:
- --------------------------------------------------------------------------------
(Please sign exactly as shown on your stock certificate and on the envelope in
which this proxy was mailed. When signing as partner, corporate officer,
attorney, executor, administrator, trustee, guardian or in any other
representative capacity, give full title as such and sign your own name as
well. If stock is held jointly, each joint owner should sign.)
- --------------------------------------------------------------------------------
- FOLD AND DETACH HERE -
