SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
Confidential, for Use of the Commission Only (as permitted by
Rule 14-6 (e)(2)
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c)
or Section 240.14a-12
GLOBAL INDUSTRIES, LTD
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No Fees required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined)
4) Proposed maximum aggregate value of transaction:
5) Total Fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statment number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statment No.:
3) Filing Party:
4) Date Filed:
{LOGO}
GLOBAL INDUSTRIES, LTD.
8000 Global Drive
Carlyss, Louisiana 70665
NOTICE OF 2000 ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 17, 2000
Dear Shareholder:
You are cordially invited to attend the 2000 Annual Meeting
of Shareholders of Global Industries, Ltd. on Wednesday, May 17,
2000. The meeting will be held at The Houstonian Hotel &
Conference Center, 111 North Post Oak Lane, Houston, Texas at
10:00 a.m., local time.
As set forth in the accompanying Proxy Statement, the meeting
will be held for the following purposes:
1. To elect five directors to hold office until the next
annual meeting of shareholders and until their
successors have been elected and qualified.
2. To transact such other business as may properly come
before the meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on
March 31, 2000, as the record date for the determination of
shareholders entitled to notice of and to vote at the 2000 Annual
Meeting or any adjournment thereof. A list of shareholders will
be available for examination at the Annual Meeting and at the
office of the Company for the ten days prior to the Annual
Meeting.
By Order of the Board of Directors
[sign. cert]
Peter S. Atkinson
Vice President
Carlyss, Louisiana
April 12, 2000
IT IS IMPORTANT THAT YOUR STOCK BE REPRESENTED AT THE ANNUAL
MEETING REGARDLESS OF THE NUMBER OF SHARES YOU HOLD. PLEASE
COMPLETE, SIGN AND MAIL THE ENCLOSED PROXY IN THE ACCOMPANYING
ENVELOPE PROMPTLY, WHETHER OR NOT YOU INTEND TO BE PRESENT AT THE
ANNUAL MEETING. THE PROXY IS REVOCABLE AT ANY TIME PRIOR TO ITS
USE.
GLOBAL INDUSTRIES, LTD.
8000 Global Drive
Carlyss, Louisiana 70665
PROXY STATEMENT FOR 2000 ANNUAL MEETING OF SHAREHOLDERS
To be held on May 17, 2000
This Proxy Statement and the accompanying proxy card are
being furnished to the shareholders of Global Industries, Ltd.,
a Louisiana corporation (the "Company" or "Global"), in connection
with the solicitation by and on behalf of the Board of Directors
of the Company of proxies for use at the 2000 Annual Meeting of
Shareholders of the Company ("Annual Meeting") to be held on
Wednesday, May 17, 2000, at 10:00 a.m., local time, at The Houstonian
Hotel & Conference Center, 111 Post Oak Lane, Houston, Texas, and
any adjournment thereof. This Proxy Statement and the accompanying
proxy card are being first mailed to shareholders on or about
April 12, 2000.
The execution and return of the enclosed proxy will not
affect in any way a shareholder's right to attend the Annual
Meeting. Furthermore, a shareholder may revoke his or her proxy
at any time before it is exercised (a) by filing with the
Secretary of the Company a written revocation or a duly executed
proxy bearing a later date, or (b) by appearing and voting in
person at the Annual Meeting. Unless otherwise marked, properly
executed proxies in the form of the accompanying proxy card will
be voted FOR the election of the five nominees to the Board of
Directors of the Company listed below.
On March 31, 2000, the record date for determination of
shareholders entitled to notice of and to vote at the Annual
Meeting, the Company had outstanding 91,459,657 shares of Common
Stock. The holders of Common Stock are entitled to one vote per
share. The Common Stock is the only class of voting securities
outstanding. The presence at the meeting in person or by proxy of
the holders of a majority of the outstanding shares is necessary
to constitute a quorum.
ELECTION OF DIRECTORS
Pursuant to the Company's bylaws, the Board of Directors
currently consists of five positions. Five Directors will be
elected at the Annual Meeting to serve until the next annual
meeting and until their successors are elected and qualified. A
plurality of the votes cast in person or by proxy by the holders
of Common Stock is required to elect each director. Accordingly,
under Louisiana law, the Company's Amended and Restated Articles
of Incorporation and bylaws, abstentions and broker non-votes
(which occur if a broker or other nominee does not have
discretionary authority and has not received instructions with
respect to the particular item) are not counted and have no
effect on the election of directors. Unless otherwise indicated
on the proxy, the persons named as proxies in the enclosed proxy
will vote in favor of the nominees listed below. Each of the
nominees is currently a director of the Company and was
recommended by the Nominations Committee of the Board of
Directors and nominated by the Board of Directors. Although the
Company has no reason to believe that any of the nominees will be
unable to serve if elected, should any of the nominees become
unable to serve prior to the Annual Meeting, the proxies will be
voted for the election of such other persons as may be nominated
by the Board of Directors.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF
THE NOMINEES NAMED BELOW.
Set forth below are the name and certain information regarding
each of the five nominees for election as a director:
William J. Dore', 57, is the Company's founder and has been
Chairman of the Board of Directors, President and Chief Executive
Officer since 1973. Mr. Dore' has over 25 years of experience in
the diving and marine construction industry and is a past President
of the Association of Diving Contractors. He received an M.Ed.
degree from McNeese State in 1966. Mr. Dore' is currently a member
of the Board of Directors of Noble Drilling Corporation and of the
executive committee of the Board of Directors of the National Ocean
Industries Association.
James C. Day, 57, joined the Board of Directors of the
Company in February 1993. Mr. Day has been Chairman of the Board
of Directors, since October 1992, and Chief Executive Officer,
since January 1984, of Noble Drilling Corporation, a Houston,
Texas based offshore drilling contractor. He previously also
served as President of Noble Drilling. He has held executive
positions with the International Association of Drilling
Contractors, the National Ocean Industries Association, and the
Independent Petroleum Association of America. Mr. Day received a
BS degree in Business Administration from Phillips University.
Edward P. Djerejian, 61, joined the Board of Directors of
the Company in February 1996. Since August 1994, Mr. Djerejian
has been the Director of the James A. Baker II Institute of
Public Policy at Rice University. A former United States
Ambassador, he served as U.S. Ambassador to Israel in 1994.
During his more than thirty years in the United States Foreign
Service, Mr. Djerejian served as U.S. Ambassador to the Syrian
Arab Republic, and as Assistant Secretary of State for Near
Eastern Affairs under Presidents Bush and Clinton. He received
the Department of State's Distinguished Service Award in 1993 and
the President's Distinguished Service Award in 1994. Mr. Djerejian
is a graduate of the School of Foreign Service at Georgetown
University and serves on the Board of Directors of Occidental
Petroleum Corporation.
Edgar G. Hotard, 56, joined the Board of Directors in May 1999.
Mr. Hotard retired as President and Chief Operating Officer of
Praxair, Inc. in January 1999 where he was first elected President
in 1990. He is a director and a member of the Executive Committee
of the Board of the United States/China Business Council. Mr. Hotard
also was formerly Chairman of the Board of the Compressed Gas
Association and President of the International Oxygen Manufacturers
Association. He received a BS degree in Mechanical Engineering from
Northwestern University. Mr. Hotard serves on the Board of Directors
for Dexter Corp., Windsor Locks, CT and is the Chairman of Surface
Logix, Inc. Mr. Hotard is currently employed as an independent
consultant.
Michael J. Pollock, 53, joined the Board of Directors of the
Company in 1992. Mr. Pollock retired from the Company in
February 1998. He was employed by the Company for eight years,
most recently as Vice President, Chief Financial Officer and
Treasurer. From September 1990 to December 1992, Mr. Pollock was
Treasurer and Chief Financial Officer of the Company and was Vice
President, Chief Administrative Officer from December 1992 until
April 1996. He received a BS degree from the University of
Louisiana - Lafayette in 1967. Mr. Pollock is a certified public
accountant and a certified internal auditor.
DIRECTORS AND COMMITTEES
Attendance and Fees
The Company's Board of Directors held six meetings during
1999. Each incumbent director attended more than 75% of the
Board of Directors meetings and 100% of the committee meetings on
which he served during that period.
All non-employee directors of the Company are entitled to
receive an annual retainer of $40,000, paid semiannually, and are
reimbursed for ordinary and necessary expenses incurred in
attending Board or committee meetings. During 1999, each non-
employee director received a $750 meeting fee for each Board
meeting and committee meeting attended. Effective in 2000, the
meeting fee has been increased to $1,000 per meeting attended and
$500 for telephonic meetings. In addition, the chairman of each
Board committee, who holds the position for a full year, is
entitled to receive a $3,000 stipend.
Under the Global Industries, Ltd. Non-Employee Directors
Compensation Plan (the "Directors Compensation Plan"), each
non-employee director may elect to defer receipt of all or part
of his annual retainer and meeting fees. Each non-employee
director may elect to have deferred fees (i) credited based on
stock units which have the same value as the Company's Common
Stock and increase and decrease in value to the full extent of
any increase or decrease in the value of the Common Stock or (ii)
credited with interest equivalents based on the prime rate of
interest as published in The Wall Street Journal on the last day
of each quarter. Also, each non-employee director may elect to
receive up to $20,000 of his or her annual retainer and meeting
fees in shares of the Company's Common Stock. Each non-employee
director must elect to receive at least $20,000 of their retainer
and meeting fees in Common Stock or stock units. Under the
Directors Compensation Plan, 25,000 shares of Common Stock were
available for issue to non-employee directors. During 1999, the
directors had stock units credited to their account under the
Directors Compensation Plan as follows: Mr. Pollock - 5,554 stock
units, Mr. Day - 5,375 stock units, and Mr. Hotard - 3,270 stock
units. Mr. Djerejian was issued 2,706 shares of Common Stock
under his 1999 payment election.
During 1999, the Company paid $125,148 and $156,193 for
consulting services to Mr. Pollock and Mr. Hotard, respectively.
Messrs. Pollock and Hotard assisted the Company with various
special projects and were paid on an hourly/fixed basis and a
daily basis for their services, respectively.
Committees
The Board of Directors has established the following
standing committees:
Audit Committee. The Audit Committee annually reviews and
recommends to the full Board of Directors the firm to be engaged
to audit the accounts of the Company and its subsidiaries.
Additionally, the Audit Committee reviews with such independent
auditor the plan and results of the auditing engagement and the
scope and results of the Company's procedures for internal
auditing, makes inquiries as to the adequacy of internal
accounting controls, and considers the independence of the
auditors. During fiscal 1999, the Audit Committee held four
meetings. The Audit Committee is currently comprised of three
directors: Mr. Day (Chairman), Mr. Hotard and Mr. Pollock.
Compensation Committee. The Compensation Committee's
responsibility is to approve the compensation arrangements for
senior management of the Company, including establishment of
salaries and bonuses and other compensation for executive
officers of the Company; to approve any compensation plans in
which officers and directors of the Company are eligible to
participate and to administer such plans, including the granting
of stock options or other benefits under any such plans; and to
review significant issues that relate to changes in benefit
plans. The Compensation Committee held two meetings during
fiscal 1999. The Compensation Committee is currently comprised
of three directors: Mr. Hotard (Chairman), Mr. Djerejian and Mr.
Pollock.
Finance Committee. The Finance Committee's responsibility is
to review financing and refinancing proposals and is currently
comprised of two Directors: Mr. Pollock (Chairman) and Mr.
Djerejian. During 1999, the Finance Committee held one meeting.
Nominating Committee. The Nominating Committee's primary
responsibility is to recruit and recommend candidates for
election to the Board of Directors. This committee had no
meetings during 1999 and is currently comprised of two Directors:
Mr. Day (Chairman) and Mr. Hotard.
Compensation Committee Interlocks and Insider Participation
William J. Dore', the Company's Chairman of the Board,
President and Chief Executive Officer is a director and member of
the Compensation Committee of Noble Drilling Corporation whose
Chairman of the Board and Chief Executive Officer, James C. Day,
is a director of the Company.
Certain Transactions
The Company leases an office building and adjacent land on
which it has built a training facility in Lafayette, Louisiana
from William J. Dore', the Chairman of the Board, President and
Chief Executive Officer. The lease agreement with Mr. Dore' for
the Lafayette office building and adjacent land currently
provides for aggregate monthly lease payments of $3,917 and
expires on December 31, 2001. The Company made aggregate lease
payments to Mr. Dore' under these lease agreements of $47,004
during 1999.
SECURITY OWNERSHIP
Stock Ownership of Directors and Executive Officers
The table below sets forth the ownership of the Company's
Common Stock, as of March 10, 2000, by (i) each of the Company's
directors, (ii) each executive officer named in the Summary
Compensation Table included under "Compensation of Executive
Officers," (iii) all directors and executive officers of the
Company as a group. Except as otherwise indicated, the persons
listed below have sole voting power and investment power over the
shares beneficially held by them.
Shares Owned Beneficially
-------------------------
Name Number Percent
---- ------ -------
William J. Dore' (1)(2 28,375,094 31.0%
Peter S. Atkinson (2) 22,500 *
James J. Dore' (2) 182,673 *
Andrew L. Michel (2) 51,633 *
George J. Friedel (2) 7,600 *
James C. Day 21,511 *
Edward P. Djerejian 6,854 *
Edgar G. Hotard 1,000 *
Michael J. Pollock 13,810 *
All directors and executive
officers as a group (12 persons) 28,717,765 31.4%
* Less than 1%
(1) Includes 989,225 shares held by the Company's Retirement
Plan of which Mr. Dore' acts as Trustee. Mr. Dore'
disclaims beneficial ownership of all of such shares except
the 214,189 shares held by the Retirement Plan allocated to
his account.
(2) Includes shares issued pursuant to restricted stock awards
granted to Mr. William Dore' - 40,000 shares; Mr. Atkinson -
15,500 shares; Mr. Friedel - 2,000 shares; and all executive
officers as a group - 84,500; shares allocated to such
person's account in the Retirement Plan are as follows: Mr.
James Dore' - 11,208 shares; Mr. Michel - 633 shares; and
all directors and executives as a group - 989,225; and the
shares issuable upon exercise of stock options exercisable
within 60 days are as follows: Mr. William Dore' - 20,000
shares; Mr. Atkinson - 7,000 shares; Mr. James Dore' -
150,000 shares; Mr. Michel - 51,000 shares; Mr. Friedel -
5,600 shares; and all directors and executive officers as a
group - 259,200 shares.
Stock Ownership of Certain Beneficial Owners
The following, to Global's knowledge, is the only
beneficial owner of 5% or more of the outstanding Common Stock
except as shown in the table above.
Name and Address Number of Shares
of Beneficial Owner Common Stock (1) Percent of Class
- ----------------------- ----------------- ----------------
Massachusetts Financial 10,555,665 11.6%
Services Company
500 Boylston Street
Boston, MA 02116
(1) Based solely on information furnished in Schedule 13G dated
February 18, 2000 filed with the SEC by such person.
Includes 8,650,365 shares of Common Stock with sole voting
and investment power.
COMPENSATION OF EXECUTIVE OFFICERS
The following table sets forth the cash compensation paid or
accrued for services rendered in all capacities to the Company
during the last three fiscal periods to the Company's Chief
Executive Officer and each of the Company's other four most
highly compensated executive officers who earned more than
$100,000 in salary and bonus in the year ended December 31, 1999
(the "Named Executives").
Annual Compensation Long Term Compensation
------------------------------- ------------------------------
Other Re- All
Annual stricted Securities Other
Name and Year Compen- Stock Underlying Compen-
Principal Ending Salary Bonus sation Awards Options sation
Position (1) ($) ($)(2) ($)(3) ($)(4) (#) ($)(5)
- ------------- -------- ------- ------- ------- --------- ---------- -------
William J. 12/31/99 282,500 -- 27,204 452,500 200,000 3,050
Dore' 12/31/98 270,417 -- 55,348 -- 100,000 15,076
Chairman of 3/31/98 275,000 -- 34,741 -- -- 14,623
the Board,
President
and Chief
Executive
Officer
Peter S. 12/31/99 139,875 10,000 31,757 150,781 60,000 1,518
Atkinson 12/31/98 36,474 10,000 4,255 33,700 25,000 122
Vice Presi- 3/31/98 -- -- -- -- -- --
dent and
Chief
Financial
Officer
James J. 12/31/99 129,094 -- 5,400 -- 10,000 2,192
Dore' 12/31/98 115,996 27,666 5,400 -- 20,000 8,958
Vice Presi- 3/31/98 99,075 19,334 6,525 -- -- 8,812
dent, Diving
and Special
Services
Andrew L. 12/31/99 110,000 -- 5,400 -- 10,000 2,398
Michel (6) 12/31/98 107,250 1,000 30,410 -- 5,000 9,907
Vice Presi- 3/31/98 110,000 1,000 20,537 -- -- 10,653
dent, of
Advanced
Technologies
and Business
Development
George J. 12/31/99 107,232 -- 2,013 -- 8,000 1,116
Friedel 12/31/98 71,598 20,000 -- 43,125 10,000 78
Vice Presi- 3/31/98 -- -- -- -- -- --
dent, Gulf
of Mexico
(1) Effective December 31, 1998, the Company changed its fiscal
year end to December 31 of each year. The annual
compensation amounts presented are for the twelve-month
periods ended December 31, 1999, December 31, 1998 and March
31, 1998. Thus, salaries and certain other compensation for
the period from January 1, 1998 to March 31, 1998 are
included in the twelve-month period ended December 31, 1998,
and the twelve-month period ended March 31, 1998.
(2) Includes amounts awarded under the Company's Performance
Bonus Plan adopted in 1998 pursuant to which performance
awards granted in 1998 are paid in three annual installments
with the first being paid at the time of award. Under this
plan, Mr. James Dore' received an award of $40,000, during
the twelve month period ended March 31, 1998 of which 1/3 was
paid during the year ended March 31, 1998, 1/3 was paid
during the nine months ended December 31, 1998, and 1/3 was
paid in February 2000.
(3) Amounts shown include the following: (i) Mr. William Dore'
for all years presented, primarily represents expenditures
paid or incurred by the Company for Mr. Dore's personal
account which were not reimbursed and were included in his
income for tax purposes; (ii) Mr. Atkinson for the twelve
months ended December 31, 1999 and December 31, 1998:
relocation bonus, living allowance, and/or moving expenses -
$26,357 and $2,500, respectively; auto allowance - $5,400 and
$1,755, respectively; (iii) Mr. Jim Dore' for the twelve
months ended December 31, 1999, December 31, 1998 and March
31, 1998: automobile allowance and/or value of personal use
of Company automobile - $5,400, $5,400, and $5,400,
respectively; (iv) Mr. Michel for the twelve months ended
December 31, 1999, December 31, 1998 and March 31, 1998:
relocation bonus, living allowance, and /or moving expenses -
$0, $25,010, and $15,137, respectively; automobile allowance
and/or value of personal use of Company automobile - $5,400,
$5,400, and $5,400, respectively; (v) Mr. Friedel for the
twelve months ended December 31, 1999: relocation bonus,
living allowance, and/or moving expense - $1,000; automobile
allowance and/or value of personal use of Company automobile
- $1,013.
(4) Based on the closing price of the Company's Common Stock on
the date of grant. On December 31, 1999 the aggregate number
of restricted shares held by Messrs. William Dore', Atkinson,
James Dore', Michel and Friedel, was 40,000, 15,500, 0, 0,
and 2,000, respectively, and the aggregate value of such
shares held by each based upon the $8.625 market value on
December 31, 1999, was $345,000, $133,688, $0, $0, and
$17,250, respectively. The Company does not currently pay
dividends on Common Stock; however, it would pay dividends on
the restricted stock should its dividend policy change.
(5) For each year, includes the aggregate value of contributions
and allocations to the Company's Profit Sharing and
Retirement Plan, matching Company contributions to the
Company's 401 (k) plan, and the value of term life insurance
coverage provided. During the twelve months ended December
31, 1999: (i) contributions and allocations to the Company's
Profit Sharing and Retirement Plan were: Mr. William Dore' -
$993; Mr. Michel - $858; and Mr. James Dore' - $916; (ii)
matching contributions to the Company's 401 (k) plan were:
Mr. Atkinson, Mr. James Dore', Mr. Michel, Mr. Friedel -
$1,000 each; (iii) the value of term life insurance coverage
provided was: Mr. William Dore' - $2,057; Mr. Atkinson -
$518; Mr. James Dore' - $276; Mr. Michel - $340; and Mr.
Friedel - $116.
(6) As part of the Company's acquisition of ROV Technologies,
Inc. in November 1995, the Company entered into an agreement
with Mr. Michel that provides that the Company will employ
Mr. Michel until November 2002. The agreement provides for a
base salary of at least $110,000 per year, and other benefits
generally in accordance with the Company policies.
The following table contains information concerning grants
of stock options under the Company's Stock Option Plans to the
Named Executives during 1999.
<TABLE>
Option Grants During the Last Fiscal Year
<CAPTION>
Individual Grants
---------------------------------------------------
% of Total Potential Realizable Value
Options Fair Exercise at Assumed Annual Rate of
Granted to Market Price Stock Price Appreciation
Employees Value on Per for Option Term ($)(2)
Options in Fiscal date of Share Expiration ------------------------------
Name Granted(1) Year Grant($) ($) Date 0% 5% 10%
- --------- ---------- ----------- -------- -------- ----------- -------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
William 200,000 21.6% 12.0625 12.0625 8/18/2009 -- 1,517,208 3,844,904
J. Dore'
Peter S. 10,000 1.1% 8.5000 8.5000 3/18/2009 -- 53,456 135,468
Atkinson 50,000 5.4% 12.0625 12.0625 8/18/2009 -- 379,302 961,226
James J. 10,000 1.1% 8.5000 8.5000 3/18/2009 -- 53,456 135,468
Dore'
Andrew L. 10,000 1.1% 8.5000 8.5000 3/18/2009 -- 53,456 135,468
Michel
George 8,000 0.9% 8.5000 8.5000 3/18/2009 -- 42,765 108,374
Friedel
(1) All options vest 20% on each anniversary of the date of grant.
(2) The potential realizable value reflects price appreciation
over the option exercise price.
</TABLE>
The table below sets forth the aggregate option exercises
during the year ended December 31, 1999 and the value of
outstanding options at December 31, 1999 held by the Named
Executives.
Aggregated Option Exercises During Fiscal 1999
and Option Values at Period End
Number of
Securities Value of
Underlying Unexercised
Unexercised In-the-Money
Options at Options at
Period End(#) Period End($)(*)
Shares -------------- ----------------
Acquired on Value Exercisable/ Exercisable/
Exercise(#) Realized($) Unexercisable Unexercisable
- ---------- ----------- ----------- -------------- ----------------
William J. -- -- 20,000/280,000 --/--
Dore'
Peter S. -- -- 5,000/80,000 9,118/37,724
Atkinson
James J. -- -- 148,000/26,000 981,508/16,250
Dore'
George J. -- -- 2,000/36,000 1,875/23,500
Friedel
Andrew L. -- -- 49,000/38,000 264,937/137,000
Michel
(*) Based on the difference between the closing sale price of the Common
Stock of $8.625 on December 31, 1999, and the exercise price.
The Company's 1992 Stock Option Plan and the 1998 Equity
Incentive Plan (the "Option Plans") provide that, upon a change
of control, the Compensation Committee may accelerate the vesting
of options, cancel options and make payments in respect thereof
in cash in accordance with the Option Plans, adjust the
outstanding options as appropriate to reflect such change of
control, or provide that each option shall thereafter be
exercisable for the number and class of securities or property
that the optionee would have been entitled to had the option
already been exercised. The Option Plans provide that a change
of control occurs if any person, entity or group (other than
William J. Dore' and his affiliates) acquires or gains ownership
or control of more than 50% of the outstanding Common Stock or,
if after certain enumerated transactions, the persons who were
directors before such transaction cease to constitute a majority
of the Board of Directors.
Compensation Committee Report on Executive Compensation
The Compensation Committee of the Board of Directors
administers the Company's executive compensation. The
Compensation Committee's responsibility is to set the
compensation philosophy for the Company's executive officers, to
approve and administer the Company's incentive and benefit plans,
to monitor the performance and compensation of executive officers
and other key employees and to set compensation and make awards
under the Company's incentive plans that are consistent with the
Company's compensation philosophy and the performance of the
Company and its executive officers. The Compensation Committee
believes that shareholders are best served when the compensation
structure for executive officers focuses them on building long-
term shareholder value while not neglecting current earnings.
Total compensation for the Company's Chief Executive Officer is
based upon the same factors and determined in the same way as the
Company's other executive officers.
The Company's executive compensation program consists of
three principal elements: (1) base salary, (2) potential for
annual incentive compensation awards, which provide for cash
bonuses based on overall Company performance as well as
individual performance, and (3) opportunities to earn long-term
stock-based awards which provide long-term incentives that are
intended to encourage the achievement of superior results over
time and to align the interests of executive officers with those
of shareholders. The annual incentive compensation awards and
long-term stock-based awards constitute the performance-based
portion of total compensation.
The compensation program is structured to provide senior
management with a total compensation package that, at expected
levels of performance, is competitive with those provided to
executives who hold comparable positions or have similar
qualifications in other similarly situated organizations. Peer
companies are specifically utilized by the Compensation Committee
in evaluating compensation levels of the Named Executives;
however, the Compensation Committee also receives advice from
time to time regarding compensation levels from Towers Perrin, an
outside compensation consulting firm, which utilizes a number of
other sources, including information from other companies.
Base Salary Program. The Compensation Committee establishes
base salary levels of the Chief Executive Officer and other
executive officers after review of salary survey data of other
companies in the oil field service industry having annual sales
or revenues generally similar in size to the Company, with
particular emphasis given to those other companies in the same
geographic area as the Company. By reviewing the salary data of
such other companies from time to time, the Compensation
Committee intends to try to ensure that the base salaries
established by the Compensation Committee are generally within
the range of base salaries paid by the other companies. The base
salaries established for each executive officer also takes into
account the executive's particular experience and level of
responsibility.
Base salaries of the executive officers are reviewed
annually, with adjustments made based on any updated salary data,
increases in the cost of living, job performance of the executive
officer over time, the expansion of duties and responsibilities,
if any, of the executive officer and general market salary
levels. No specific weight or emphasis is placed on any one of
these factors. The temporary salary reduction program instituted
in 1998 was recended in 1999 and the base salaries of the
executive officers, including the Chief Executive Officer, were
reinstated to their previous levels. In 1999, the Compensation
Committee did not increase the base salary of the Chief Executive
Officer, Mr. William Dore'. The Compensation Committee did
increase the base salary of the other Named Executives by amounts
ranging from 15% to 40%.
Short Term Incentive Compensation. Annual incentive
compensation awards enable the Named Executives and other key
employees of the Company to earn annual cash bonuses, based upon
the Company's financial results meeting or exceeding budget as
well as individual performance. The Company's short-term
incentive plan is designed to provide a total cash compensation
package that at expected levels of performance approximate the
50th percentile for peer group companies. Considering the
Company's performance relative to the budget, the Compensation
Committee recommends incentive compensation awards and
contributions to the Company's defined contribution profit
sharing retirement plan. During 1999, the Chief Executive and
other named Executives did not receive an incentive award. During
1998, the Chief Executive Officer did not receive a
incentive compensation award but the other Named Executives
received awards aggregating $2,000 (less than 1% of their
compensation). During the year ended March 31, 1998, the Company
adopted a Performance Bonus Plan to provide for awards to key
employees, including executive officers. The performance bonus
awards are paid in three equal installments, with the first
installment paid at the time of the award. The Chief Executive
Officer did not receive a performance bonus award in the year
ended March 31, 1998 and the other Named Executives received
total awards of $40,000 of which one-third was paid in the year
ended March 31, 1998, one-third was paid in the nine months ended
December 31, 1998, and the final one-third was paid in February
2000. During 1999, the Chief Executive Officer received a profit
sharing and retirement plan contribution of $933, and the other
Named Executives received contributions totaling $3,268.
Long-Term Incentive Compensation. The long-term incentive
portion of the Company's executive compensation scheme is
administered through the Company's Option Plans, each established
by the Board of Directors of the Company to provide a means by
which certain employees of the Company, including executive
officers, could develop an economic interest, through ownership
in the Company's Common Stock, in the financial success of the
Company. After reviewing the stock option and restricted stock
award position of each executive officer, the Compensation
Committee makes awards to certain executive officers and other
key employees, in order to enhance the recipients' desire to
remain with the Company and devote their best efforts to its
business by more closely aligning executives' and shareholders'
long-term interests. During 1999, the Company granted 200,000
stock options and 40,000 restricted stock awards to the Chief
Executive Officer, and granted a total of 88,000 options and
12,500 shares of restricted stock to the other Named Executives.
Section 162(m). Section 162(m) of the Internal Revenue Code
("Section 162(m)"), enacted in 1993, imposes a limit of $1
million, with certain exceptions, on the amount that a publicly
held corporation may deduct in any year for the compensation paid
or accrued with respect to each of its chief executive officer
and four other most highly compensated executive officers. None
of the Company's executive officers currently receives
compensation exceeding the limits imposed by Section 162(m).
While the Compensation Committee cannot predict with certainty
how the Company's executive compensation might be affected in the
future by the Section 162(m) or applicable tax regulations issued
thereunder, the Compensation Committee intends to try to preserve
the tax deductibility of all executive compensation while
maintaining the Company's executive compensation program as
described in this report.
Compensation Committee
Edgar G. Hotard, Chairman
Edward P. Djerejian
Michael J. Pollock
COMPARATIVE STOCK PERFORMANCE
The Performance Graph below compares the cumulative total
shareholder return on the Company's Common Stock, based on the
market price of the Common Stock, with the cumulative total
return of the Standard & Poor's 500 Index (the "S&P 500
Index") and a weighted index peer group of seven companies (the
"Peer Group"). The Current Peer Group is comprised of Stolt
Comex Seaway S.A., Noble Drilling Corporation, Cal Dive
International (which replaced J. Ray McDermott, Inc. S. A.),
Coflexip, S.A., Horizon Offshore, Oceaneering International,
Inc., and Offshore Logistics, Inc. The original Peer Group is
comprised of Stolt Comex Seaway S.A., Noble Drilling
Corporation, J. Ray McDermott, Inc. S. A., Oceaneering
International, Inc., and Offshore Logistics Inc. In 1999, the
Company replaced J. Ray McDermott, Inc. S.A., (which ceased to
be publicly traded on June 11, 1999) and added two new companies
to its Peer Group. This change added additional depth to the
Company's Peer Group and will result in a better reflection of
industry trends. Cumulative total return is based on annual
total return, which assumes reinvested dividends for the period
shown in the Performance Graph and assumes that $100 was
invested on March 31, 1995, in each of Global, the S&P
500 Index and the Peer Group. The Peer Group investment is
weighted based on the market capitalization of each individual
company within the Peer Group. The results shown in the graph
below are not necessarily indicative of future performance.
[GRAPH]
March March March March December December
31, 31, 31, 31, 31, 31,
1995 1996 1997 1998 1998(1) 1999(2)
------ ------ ------ ------ -------- --------
Global Industries, Ltd. $100 $190 $394 $759 $236 $340
S&P 500 $100 $129 $151 $220 $246 $293
Peer Group $100 $128 $180 $333 $162 $267
Original Peer Group $100 $120 $158 $268 $132 $220
(1) Return for the period ended December 31, 1998 reflects a
nine-month period that corresponds with the change in the
Company's fiscal year end.
(2) Original Peer Group for December 31, 1999 reflects four
securities: earlier time points include J. Ray McDermott Inc.
S.A., which ceased public trading on June 11, 1999.
SHAREHOLDER PROPOSALS AND DIRECTOR NOMINATIONS
Shareholders may propose matters to be presented at
shareholders' meetings and may also nominate persons to be
directors, subject to the formal procedures that have been
established.
Proposals for 2001 Annual Meeting
Pursuant to rules promulgated by the Securities and Exchange
Commission, any proposals of shareholders of the Company intended
to be presented at the Annual Meeting of Shareholders of the
Company to be held in 2001 and included in the Company's proxy
statement and form of proxy relating to that meeting, must be
received at the Company's principal executive offices, 8000
Global Drive, Carlyss, Louisiana 70665, no later than December
14, 2000. Such proposals must be in conformity with all
applicable legal provisions, including Rule 14a-8 of the General
Rules and Regulations under the Securities Exchange Act of 1934,
as amended.
In addition to the Securities and Exchange Commission rules
described in the preceding paragraph, the Company's bylaws
provide that for business to be properly brought before any
annual meeting of shareholders, it must be either (i) specified
in the notice of meeting (or any supplement thereto) given by or
at the direction of the Board of Directors, (ii) otherwise
brought before the meeting by or at the direction of the Board of
Directors, or(iii) otherwise properly brought before the meeting by
a shareholder of the Company who is a shareholder of record at the
time of giving of the required notice described below, who shall
be entitled to vote at such meeting and who complies with the
following notice procedures. For business to be brought before
an annual meeting by a shareholder of the Company, the
shareholder must have given timely notice in writing of the
business to be brought before such Annual Meeting to the
Secretary of the Company. To be timely for the 2001 Annual
Meeting, a shareholder's notice must be delivered to or mailed
and received at the Company's principal executive offices,
8000 Global Drive, Carlyss, Louisiana 70665, on or before
February 16, 2001. A shareholder's notice to the Secretary must
set forth as to each matter the shareholder proposes to bring
before the Annual Meeting (a) a brief description of the business
desired to be brought before the annual meeting and the reasons
for conducting such business at the annual meeting, (b) the name
and address, as they appear on the Company's books, of the
shareholder proposing such business, (c) the class and number of
shares of voting stock of the Company which are owned
beneficially by the shareholder, (d) a representation that the
shareholder intends to appear in person or by proxy at the annual
meeting to bring the proposed business before the meeting, and
(e) a description of any material interest of the shareholder in
such business. A shareholder must also comply with all
applicable requirements of the Securities Exchange Act of 1934,
as amended, and the rules and regulations thereunder with respect
to the matters set forth in the foregoing bylaw provisions.
Nominations for 2001 Annual Meeting and for Any Special Meetings
Pursuant to the Company's bylaws, only persons who are
nominated in accordance with the following procedures are
eligible for election as directors. Nominations of persons for
election to the Company's Board of Directors may be made at a
meeting of shareholders only (a) by or at the direction of the
Board of Directors or (b) by any shareholder of the Company who
is a shareholder of record at the time of giving of the required
notice described below, who shall be entitled to vote for the
election of directors at the meeting, and who complies with the
following notice procedures. All nominations, other than those
made by or at the direction of the Board of Directors, shall be
made pursuant to timely notice in writing to the Secretary of the
Company. To be timely, a shareholder's notice shall be delivered
to or mailed and received at the Company's principal executive
offices, 8000 Global Drive, Carlyss, Louisiana 70665, (i) with
respect to an election to be held at the 2001 Annual Meeting of
Shareholders on or before February 16, 2001, and (ii) with
respect to any election to be held at a special meeting of
shareholders, not later than the close of business on the 10th
day following the day on which notice of the date of the special
meeting was mailed or public disclosure of the date of the
meeting was made, whichever first occurs. A shareholder's notice
to the Secretary must set forth (a) as to each person whom the
shareholder proposes to nominate for election or re-election as a
director, all information relating to the person that is required
to be disclosed in solicitations for proxies for election of
directors, or is otherwise required, pursuant to Regulation 14A
under the Securities Exchange Act of 1934, as amended (including
the written consent of such person to be named in the proxy
statement as a nominee and to serve as a director if elected);
and (b) as to the shareholder giving the notice (i) the name and
address, as they appear on the Company's books, of such
shareholder, and (ii) the class and number of shares of capital
stock of the Company which are beneficially owned by the
shareholder. In the event a person who is validly designated as
a nominee for election as a director shall thereafter become
unable or unwilling to stand for election to the Board of
Directors, the Board of Directors or the shareholder who proposed
such nominee, as the case may be, may designate a substitute
nominee. A shareholder must also comply with all applicable
requirements of the Securities Exchange Act of 1934, as amended,
and the rules and regulations thereunder with respect to the
matters set forth in the foregoing bylaw provisions.
COMPLIANCE
The Company believes, based upon a review of the forms and
amendments furnished to it, that during the year ended December
31, 1999, the Company's directors and officers complied with the
filing requirements under Section 16(a) of the Securities
Exchange Act of 1934, except that Mr. Djerejian, a director of
the Company was late in filing his Annual Statement of Changes in
Beneficial Ownership on Form 5.
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
Deloitte & Touche LLP, independent public accountants, have
been the principal independent auditors for the Company since
October 1991. The Company expects that they will continue as the
Company's principal independent auditors. Representatives of
Deloitte & Touche LLP are expected to be present at the Annual
Meeting, with the opportunity to make a statement if they desire
to do so and to respond to appropriate questions from
shareholders.
GENERAL
The Board of Directors knows of no other matters to be
brought before the Annual Meeting. However, if other matters
should properly come before the Annual Meeting, it is the
intention of the persons named in the accompanying proxy to vote
such proxy in accordance with their judgment on such matters.
The cost of soliciting proxies on behalf of the Board of
Directors will be borne by the Company. In addition to the use
of the mails, proxies may be solicited by the directors, officers
and employees of the Company, without additional compensation, by
personal interview, special letter, telephone, telegram or
otherwise. Brokerage firms and other custodians, nominees and
fiduciaries who hold the voting securities of record will be
requested to forward solicitation materials to the beneficial
owners thereof and will be reimbursed by the Company for their
expenses. The Company has retained the services of American
Stock Transfer & Trust Company to assist in the solicitation of
proxies either in person or by mail, telephone or telegram, at an
estimated cost of $17,000, plus expenses.
ANNUAL REPORT AND FORM 10-K
The Company's Annual Report to Shareholders containing
audited financial statements for the year ended December 31,
1999, is being mailed herewith to all shareholders entitled to
vote at the Annual Meeting. The Annual Report to Shareholders
does not constitute a part of this proxy soliciting material.
A copy of the Annual Report on Form 10-K as filed with the
Securities and Exchange Commission may be obtained, without
charge, by writing the Company, Global Industries, Ltd.,
8000 Global Drive, Carlyss, Louisiana 70665, Attention: Investor
Relations.
(Front of Card)
PROXY GLOBAL INDUSTRIES, LTD.
Proxy for 2000 Annual Meeting
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
The undersigned hereby appoints William J. Dore' and Peter
S. Atkinson, and each of them, with or without the other,
proxies, with full power of substitution, to vote all shares of
stock that the undersigned is entitled to vote at the 2000 Annual
Meeting of Shareholders of Global Industries, Ltd. (the
"Company"), to be held in Houston, Texas on May 17, 2000, at
10:00 a.m. (local time) and all adjournments and postponements
thereof as follows:
(1) Election of Directors
[ ] FOR all nominees listed [ ] WITHHOLD AUTHORITY
below (except as marked to vote for all
to the contrary below). nominees listed below.
(INSTRUCTION: To withhold authority to vote for any
individual nominee strike a line through the nominee's
name in the list below.)
William J. Dore' James C. Day Edward P. Djerejian
Edgar G. Hotard Michael J. Pollock
(2) In their discretion, upon any other business which may properly
come before said meeting.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
(continued on reverse side)
(Back of Card)
This Proxy will be voted as you specify on the reverse side
hereof. If no specification is made, this Proxy will be voted
with respect to item (1) FOR the nominees listed, and in
accordance with the judgment of the persons voting the Proxy with
respect to any other matters which may properly be presented at
the meeting. Receipt of the Notice of the 2000 Annual Meeting
and the related Proxy Statement is hereby acknowledged.
Dated:___________________________, 2000
_______________________________________
Signature
_______________________________________
Signature, if jointly held
Please sign your name exactly as it
appears hereon. Joint owners must
each sign. When signing as
attorney, executor, administrator,
trustee or guardian, please give
full title as it appears hereon.
If held by a corporation, please
sign in the full corporate name by
the president or other authorized
officer.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY
PROMPTLY USING THE ENCLOSED ENVELOPE.
