<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
Opinion Research Corporation
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
-------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
-------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
-------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-------------------------------------------------------------------------
(5) Total fee paid:
-------------------------------------------------------------------------
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
-------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
-------------------------------------------------------------------------
(3) Filing Party:
-------------------------------------------------------------------------
(4) Date Filed:
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Notes:
<PAGE>
OPINION RESEARCH CORPORATION
23 ORCHARD ROAD
SKILLMAN, NEW JERSEY 08558
____________________________________
NOTICE OF
ANNUAL MEETING
AND
PROXY STATEMENT
____________________________________
ANNUAL MEETING OF STOCKHOLDERS
June 9, 1998
<PAGE>
OPINION RESEARCH CORPORATION
23 ORCHARD ROAD
SKILLMAN, NEW JERSEY 08558
_______________
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 9, 1998
_______________
The Annual Meeting of Stockholders of Opinion Research Corporation (the
"Company") will be held on Tuesday, June 9, 1998 at 10:00 a.m., local time, at
the Company's headquarters, 23 Orchard Road, Skillman, New Jersey, for the
following purposes:
1. To elect two Directors to serve until the 2001 Annual Meeting of
Stockholders of the Company and until their respective successors have been duly
elected and qualified.
2. To amend the 1997 Stock Incentive Plan to increase the number of
shares available thereunder for grant from 875,000 to 1,125,000 and to revise
the date of grant of formula options for directors who are not employees from
the date of the annual meeting to January 2 of each year.
3. To ratify the appointment of Ernst & Young LLP as the Company's
independent auditors for the 1998 fiscal year.
4. To transact such other business as may properly come before the
Meeting or any adjournment or posponement thereof.
The close of business on May 5, 1998 has been fixed as the record date for
the Meeting. All stockholders of record at that time are entitled to notice of,
and to vote at, the Meeting and any adjournment or postponement thereof.
All stockholders are cordially invited to attend the Meeting. The Board of
Directors urges you to date, sign and return promptly the enclosed proxy to give
voting instructions with respect to your shares of Common Stock. The proxies are
solicited by the Board of Directors. The return of the proxy will not affect
your right to vote in person if you do attend the Meeting. A copy of the
Company's Annual Report to Shareholders for the year ended December 31, 1997, is
also enclosed.
By order of the Board of Directors
JOHN F. SHORT
Secretary
April 28, 1998
IMPORTANT
- -------------------------------------------------------------------------------
A Proxy Statement and proxy are submitted herewith. All stockholders are to
complete and mail the proxy promptly. The enclosed envelope for return of proxy
requires no postage if mailed in the U.S.A. Stockholders attending the Meeting
may personally vote on all matters which are considered, in which event the
signed proxy is revoked. It is important that your shares be voted.
- -------------------------------------------------------------------------------
<PAGE>
OPINION RESEARCH CORPORATION
23 ORCHARD ROAD
SKILLMAN, NEW JERSEY 08558
PROXY STATEMENT
The enclosed proxy is solicited by the Board of Directors (the "Board of
Directors") of Opinion Research Corporation (the "Company"), a Delaware
corporation, for use at the Annual Meeting of Stockholders (the "Meeting") to be
held on Tuesday, June 9, 1998, at 10:00 a.m., local time, at the Company's
headquarters, 23 Orchard Road, Skillman, New Jersey, and any adjournment or
postponement thereof. This Proxy Statement, the foregoing notice and the
enclosed proxy are first being mailed to stockholders on or about May 1, 1998.
The Board of Directors does not intend to bring any matters before the
Meeting other than the matters specifically referred to in the foregoing notice,
nor does the Board of Directors know of any matter which anyone else proposes to
present for action at the Meeting. However, if any other matters properly come
before the Meeting, the persons named in the accompanying proxy or their duly
constituted substitutes acting at the Meeting will be deemed authorized to vote
or otherwise act thereon in accordance with their judgment on such matters.
When your proxy card is returned properly signed, the shares represented
will be voted in accordance with your directions. In the absence of
instructions, the shares represented at the Meeting by the enclosed proxy will
be voted "FOR" the nominees of the Board of Directors in the election of
directors, "FOR" the approval of an amendment to the Opinion Research
Corporation 1997 Stock Incentive Plan (the "Plan"), and "FOR" the appointment of
Ernst & Young LLP as the company's independent auditors for the fiscal year
ending December 31, 1998. Any proxy may be revoked at any time prior to its
exercise by notifying the Secretary of the Company in writing, by delivering a
duly executed proxy bearing a later date or by attending the Meeting and voting
in person.
-1-
<PAGE>
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
OUTSTANDING SHARES AND VOTING RIGHTS
At the close of business on May 5, 1998, the record date, the Company had
outstanding 4,193,889 shares of its common stock, par value $.01 per share (the
"Common Stock"). On each matter voted upon at the Meeting and any adjournment
or postponement thereof, each record holder of Common Stock will be entitled to
one vote per share.
The presence, in person or by proxy, of stockholders entitled to cast a
majority of the votes which stockholders are entitled to cast in the election of
directors, on the approval of an amendment to the Plan and on the selection of
Ernst & Young LLP as the company's independent auditors will constitute a quorum
as to each such matter. Each of those matters requires the affirmative vote of
a majority of the votes cast at the Meeting. For purposes of determining the
number of votes cast with respect to any voting matter, only those cast "for" or
"against" are included. Abstentions and broker non-votes are counted only for
purposes of determining whether a quorum is present at the Meeting.
PRINCIPAL STOCKHOLDERS
The following table sets forth certain information regarding the holdings
of each stockholder who was known to the Company to be the beneficial owner, as
defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), of more than 5% of any voting class of the Common Stock at the
close of business on February 28, 1998. Each of the persons named in the table
below as beneficially owning the shares set forth therein has sole voting power
and sole investment power with respect to such shares, unless otherwise
indicated.
<TABLE>
<CAPTION>
NAME AND ADDRESS AMOUNT PERCENT
OF BENEFICIAL OWNER BENEFICIALLY OWNED OF CLASS
- ------------------- ------------------ --------
<S> <C> <C>
Michael R. Cooper (1)(2)(3)(4)(5) 1,100,072 24.84
23 Orchard Road
Skillman, NJ 08558
John F. Short (4)(5)(7)(8) 601,236 13.90
23 Orchard Road
Skillman, NJ 08558
Cumberland Associates (6) 587,000 14.00
1114 Avenue of the Americas
New York, New York 10036
</TABLE>
-2-
<PAGE>
<TABLE>
<CAPTION>
NAME AND ADDRESS AMOUNT PERCENT
OF BENEFICIAL OWNER BENEFICIALLY OWNED OF CLASS
- ------------------- ------------------ --------
<S> <C> <C>
Goldman Sachs Equity (6) 547,800 13.06
Portfolios, Inc. on Behalf of
GS Small Cap Equity Fund
32 Old Slip, 34th Floor
New York, NY 10005
Gruber & McBaine (6) 280,600 6.69
Capital Management
50 Osgood Place
San Francisco, CA 94133
David Gitlin & Clifford D. Schlesinger (9) 250,530 5.97
Packard Building, Twelfth Floor
SE Corner 15th & Chestnut Streets
Philadelphia, PA 19102
</TABLE>
_____________________
(1) Includes 110,000 shares held in trusts established by Dr. Cooper for the
benefit of his children, with Dr. Cooper's wife as one of the co-trustees.
The trustees have entered into a voting trust agreement with Dr. Cooper
pursuant to which Dr. Cooper serves as the voting trustee of the Trust
Shares.
(2) Includes 347,379 shares over which Dr. Cooper has sole voting power
pursuant to a Management Voting Trust, but which are beneficially owned by
seven other employees of the Company and one non-employee.
(3) Includes 101,000 shares held by Mr. Short as co-trustee of the Company's
Retirement Plan, over which Mr. Short has sole voting power.
(4) Includes 234,583 and 131,375 shares subject to exercisable options
beneficially owned by Dr. Cooper and Mr. Short, respectively.
(5) Does not include 225,000 and 25,530 shares held in trusts for the benefit
of the children of Dr. Cooper and Mr. Short, respectively.
(6) Based solely on the review of Schedules 13G filed with the Securities and
Exchange Commission (the "SEC").
(7) Includes 310,625 shares held by Mr. Short as co-trustee of the Company's
Retirement Plan, over which Mr. Short has sole voting power.
(8) Includes 100,236 shares held subject to the Management Voting Trust, over
which Dr. Cooper has sole voting power.
(9) Consists of 225,000 and 25,530 shares held in trusts for the benefit of the
children of Dr. Cooper and Mr. Short, respectively.
-3-
<PAGE>
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth certain information regarding the Common
Stock beneficially owned by each director and nominee for director of the
Company, by the Company's Chief Executive Officer, by each of the Company's four
other most highly compensated executive officers during 1997 and by all
directors and executive officers of the Company as a group, at the close of
business on February 28, 1998. Each of the persons named in the table below as
beneficially owning the shares set forth therein has sole voting power and sole
investment power with respect to such shares, unless otherwise indicated.
<TABLE>
<CAPTION>
NAME OF AMOUNT PERCENT
BENEFICIAL OWNER BENEFICIALLY OWNED OF CLASS
---------------- ------------------ --------
<S> <C> <C>
Michael R. Cooper (1)(2)(3)(4)(5) 1,100,072 24.84
John F. Short (4)(5)(7) 601,236 13.90
James C. Fink (4)(6) 144,766 3.44
James T. Heisler (4)(6) 104,357 2.48
Gregory C. Ellis 93,333 2.22
Stephen A. Greyser (4) 51,250 1.21
Lenard B. Tessler 18,400 *
George G. Gordon (4) 9,667 *
Derek B. Smith 7,000 *
All Directors and executive
officers as a group (13 persons) (8) 1,695,656 36.34
</TABLE>
___________________
* Denotes less than one percent of applicable class.
(1) Includes 110,000 shares held in trusts established by Dr. Cooper for the
benefit of his children, with Dr. Cooper's wife as one of the co-trustees.
The trustees have entered into a voting trust agreement with Dr. Cooper
pursuant to which Dr. Cooper serves as the voting trustee of the Trust
Shares.
(2) Includes 347,379 shares over which Dr. Cooper has sole voting power
pursuant to a Management Voting Trust, but which are beneficially owned by
seven other employees of the Company and one non-employee.
-4-
<PAGE>
(3) Includes 101,000 shares held by Mr. Short as co-trustee of the Company's
Retirement Plan, over which Mr. Short has sole voting power.
(4) Includes options exercisable as of February 28, 1998 for each of the named
executives and directors: Dr. Cooper - 234,583; Mr. Short - 131,375; Dr.
Fink - 9,000; Dr. Heisler - 9,000; Professor Greyser - 38,750; Dr. Gordon -
6,667; Mr. Ellis - 13,333.
(5) Does not include 225,000 and 25,530 shares held in trusts for the benefit
of the children of Dr. Cooper and Mr. Short, respectively.
(6) The shares held by each of these executive officers of the Company are
either held in the Company's Retirement Plan, over which Mr. Short has sole
voting power, or are held subject to the Management Voting Trust, which
grants Dr. Cooper sole voting power.
(7) Includes 310,625 shares held by Mr. Short as co-trustee of the Company's
Retirement Plan, over which Mr. Short has sole voting power.
(8) The 495,781 shares beneficially owned by the executive officers of the
Company and held pursuant to the Management Voting Trust or the Company's
Retirement Plan are included only once in the total.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Exchange Act requires the Company's executive officers
and directors and persons who own more than ten percent of a registered class of
the Company's equity securities (collectively, the "reporting persons") to file
reports of ownership and changes in ownership with the SEC and to furnish the
Company with copies of these reports. Based on the Company's review of the SEC
copies of these reports received by it, the Company believes that all filings,
required to be made by the reporting persons for the period January 1, 1997,
through December 31, 1997, were made on a timely basis.
-5-
<PAGE>
MANAGEMENT COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth, for the Company's last three fiscal years, the
cash compensation paid by the Company, as well as certain other compensation
paid or accrued for those years, to the Company's Chief Executive Officer and to
each of the Company's other four most highly compensated executive officers. It
should be noted that the awards of options for the year ended December 31, 1995,
as reflected in the table below, include the effect of repricing certain options
as discussed under "Options Repriced" on page 10.
<TABLE>
<CAPTION>
Long-Term Compensation
Annual Compensation Awards
------------------------------------- ----------------------------
Other Annual Restricted Shares Subject All Other
Name and Principal Salary Bonus Compensation Stock to Options Compensations
Position Year ($) ($) ($) Award(s)($) (#) ($) (5)
- ------------------- ---- ------ ----- ------------ ----------- -------------- --------------
<S> <C> <C> <C> <C> <C> <C> <C>
Michael R. Cooper 1997 390,000 162,500 (1) 0 0 235,417 (3) 91,000 (6)
Chairman, President 1996 390,000 250,000 (1) 0 0 50,000 100,822
and CEO 1995 330,000 0 0 0 151,250 (4) 74,073
John F. Short 1997 260,000 116,000 0 138,542 (3) 42,939 (7)
Vice Chairman 1996 259,135 140,000 0 0 30,000 40,636
and CFO 1995 235,000 0 0 0 81,375 (4) 25,420
995 235,000
Gregory C. Ellis 1997 190,962 100,000 0 0 60,000 0
Chief Operating (2) 1996 175,000 60,000 0 0 0 0
Officer 1995 0 0 0 0 0 0
James T. Heisler 1997 155,577 15,000 0 0 11,667 (3) 1,279 (8)
Exec. Vice President 1996 169,510 0 0 0 0 1,260
1995 145,962 27,269 0 0 2,500 1,095
James C. Fink 1997 155,000 45,000 0 0 11,667 (3) 0
Exec. Vice President 1996 154,798 0 0 0 0 0
1995 144,000 0 0 0 2,500 0
</TABLE>
(1) Consists of company payments on behalf of named executive under the Opinion
Research Corporation Deferred Compensation Plan.
(2) Became an executive of the Company in October, 1995. Data prior to 1996 is
not applicable.
-6-
<PAGE>
(3) Includes options issued in 1993 and 1994 that were canceled and reissued in
December 1997. The reissued options retained all the original attributes
except for expiration dates which are six years from the date of grant for
options initially granted in 1993 and seven years for those options
originally granted in 1994. All reissued options have an exercise price
equal to or greater than the market value of the stock on the date of
grant. The number of reissued options for each named executive were: Dr.
Cooper - 145,417; Mr. Short - 78,542; Dr. Fink - 8,167 and Dr. Heisler -
8,167
(4) Includes options issued in 1993 that were repriced in 1995 as follows: Dr.
Cooper - 93,750 options; Mr. Short - 46,875 options.
(5) During 1995, the Company entered into certain agreements with trusts
established for the benefit of the children of Dr. Cooper and Mr. Short.
Under these agreements, the Company pays certain premiums on life insurance
policies on the officers, to which the trusts are the beneficiaries. The
Company is entitled to the repayment of the premiums paid on these
insurance policies upon maturity. The premiums paid on behalf of Dr.
Cooper and Mr. Short by the Company were $77,202 and $37,143 in 1997,
$82,311 and $37,142 in 1996, and $41,441 and $17,284 in 1995, respectively.
(6) Consists of Company payments on behalf of the named executive of $4,062 to
cover the premiums payable on supplemental disability and life insurance
policies, $7,487 reimbursed medical expenses, and a $2,250 Company match
under the Company's Defined Contribution Plan.
(7) Consist of Company payments on behalf of the named executive of $3,546 to
cover the premiums payable on supplemental disability and life insurance
policies and a $2,250 Company match under the Company's Defined
Contribution Plan.
(8) Consists of a Company match under the Company's Defined Contribution Plan
for each named executive.
-7-
<PAGE>
STOCK OPTION GRANTS
The following table contains information concerning the grant of stock
options under the Plan to the Company's Chief Executive Officer and to each of
the Company's other four most highly compensated executive officers. The
Company does not have any plans pursuant to which stock appreciation rights
("SARs") may be granted.
OPTION GRANTS IN 1997
---------------------
<TABLE>
<CAPTION>
Potential Realizable Value
at Assumed Annual Rates of
Stock Price Appreciation
Individual Grants for Option Terms (1)
-------------------------------------------- ---------------------------------
% OF TOTAL
OPTIONS
GRANTED TO EXERCISE OR
OPTIONS EMPLOYEES BASE PRICE EXPIRATION
NAME GRANTED (#) 1997 ($/SH)* DATE 5% 10%
- ---- ------------ -------------- ------------- -------------- ---------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Michael R. Cooper 93,750 (2) 15.8% 5.875 12/1/03 61,684 258,877
833 (2) .1% 8.000 12/1/03 548 2,300
50,000 (3) 8.4% 6.750 12/1/04 49,231 181,250
833 (3) .1% 5.750 12/1/04 820 3,020
90,000 (4) 15.1% 4.875 12/1/04 88,615 326,250
John F. Short 46,875 (2) 7.9% 5.875 12/1/03 30,824 129,439
833 (2) .1% 8.000 12/1/03 548 2,300
30,000 (3) 5.0% 6.750 12/1/04 29,538 108,750
833 (3) .1% 5.750 12/1/04 820 3,020
60,000 (4) 10.1% 4.875 12/1/04 59,077 217,500
Gregory C. Ellis 10,000 (4) 1.7% 5.000 6/30/04 9,846 36,250
50,000 (4) 8.4% 4.875 12/1/04 49,231 181,250
James C. Fink 833 (2) .1% 8.000 12/1/03 548 2,300
6,500 (3) 1.1% 8.000 12/1/04 6,400 23,562
833 (3) .1% 5.750 12/1/04 820 3,020
3,500 (4) .6% 5.000 6/30/04 3,446 12,687
James T. Heisler 833 (2) .1% 8.000 12/1/03 548 2,300
6,500 (3) 1.1% 8.000 12/1/04 6,400 23,562
833 (3) .1% 5.750 12/1/04 820 3,020
3,500 (4) .6% 5.000 6/30/04 3,446 12,687
</TABLE>
*All options have an exercise price equal to or greater than the market price of
the Common Stock on the date of grant.
-8-
<PAGE>
(1) Illustrates value that might be realized upon exercise of options
immediately prior to the expiration of their term, assuming specified
compounded rates of appreciation on the Common Stock over the term of the
options. Assumed rates of appreciation are not necessarily indicative of
future stock performance.
(2) These options were originally granted in 1993. They were canceled and
reissued in December 1997 retaining all attributes except expiration date.
These options are fully exercisable and expire 12/1/03.
(3) These options were originally granted in 1994. They were canceled and
reissued in December 1997 retaining all attributes except expiration date.
These options are fully exercisable and expire 12/1/04.
(4) These Options become exercisable according to the following schedule:
one-third on each of the next three anniversaries of the grant date.
STOCK OPTION EXERCISES AND HOLDINGS
The following table sets forth information related to options exercised
during 1997 by the Company's Chief Executive Officer and by each of the
Company's other four most highly compensated executive officers during 1997 and
the number and value of options held at December 31, 1997, by such individuals.
The Company does not have any plan pursuant to which SARs may be granted.
AGGREGATED OPTION EXERCISES IN 1997
and Option Values at December 31, 1997
--------------------------------------
<TABLE>
<CAPTION>
Number of Value of
Shares Value Unexercised Options at Unexercised Options at
Acquired On Realized Dec. 31, 1997 (#) Dec. 31, 1997 ($)
----------------------------- ------------------------------
Name Exercise (#) ($) Exercisable Unexercisable Exercisable Unexercisable
- ----- --------------- ----------- ------------- -------------- ------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Michael R. Cooper 0 0 234,583 106,667 0 66,263
John F. Short 0 0 131,375 70,000 0 45,008
Gregory C. Ellis 0 0 13,333 66,667 0 6,668
James C. Fink 0 0 9,000 3,500 0 874
James T. Heisler 0 0 9,000 3,500 0 874
</TABLE>
-9-
<PAGE>
STOCK OPTIONS REPRICING
The following table provides information related to the repricing of certain
options held by executive officers of the Company which occurred during the year
ended December 31, 1995. Such repricing is the only instance since becoming a
publicly traded company (October 26, 1993) in which the exercise price of any
option granted to executive officers of the Company has been repriced. The
Company has never granted, and thus has never repriced, any stock appreciation
rights.
TEN-YEAR OPTIONS/REPRICING
--------------------------
<TABLE>
<CAPTION>
Market Price Exercise Length of
Number of of Stock at Price at Original
Options/ Time of Time of Option Term
Repriced or Repricing or Repricing or New Remaining at
Amended Amendment Amendment Exercise Date of
Price Repricing or
Name Date (#) ($) ($) ($) Amendment
---- ---- --- --- --- --- ----------
<S> <C> <C> <C> <C> <C> <C>
Michael R. Cooper 12/31/95 93,750 5.875 8.00 5.875 58 months
Chairman, President and
CEO
John F. Short 12/31/95 46,875 5.875 8.00 5.875 58 months
Vice Chairman and CFO
</TABLE>
EMPLOYMENT AGREEMENTS
Dr. Cooper is in the second of a five year employment agreement with the
Company that commenced on November 1, 1996. The agreement provides for an
annual salary of $390,000, subject to increase with respect to each fiscal year
during the term of the agreement, to be determined by the Compensation Committee
of the Board of Directors. In addition, Dr. Cooper is eligible to receive
additional incentive compensation as determined by the Compensation Committee of
the Board of Directors. The agreement provides that in the event Dr. Cooper's
employment is terminated by the Company without cause or he terminates the
employment for cause (as defined therein), in addition to his compensation
through the date of such termination, Dr. Cooper is to receive an immediate cash
payment equal to five times his annual base compensation.
Mr. Short is in the second year of a three year employment agreement with
the Company that commenced on November 1, 1996. The agreement provides for an
annual salary of $260,000 subject to increase with respect to each fiscal year
during the term of the agreement, to be determined by the Compensation Committee
of the Board of Directors. In addition, Mr. Short is eligible to receive
additional incentive compensation as determined by the Compensation Committee of
the Board of Directors. The agreements provide that in the event the executive's
employment is terminated by the Company without cause or the executive
terminates the employment for cause (as defined therein), in addition to his
compensation through the date of such termination, the executive is to receive
an immediate cash payment equal to three times his annual base compensation.
-10-
<PAGE>
REPORT OF THE COMPENSATION AND STOCK OPTION COMMITTEES
(PRINCIPAL OFFICERS) ON EXECUTIVE COMPENSATION
COMPENSATION PHILOSOPHY AND COMPONENTS
The Company continues to adhere to a strong direct relationship between
performance and compensation throughout the organization, but especially among
executives. The specific criteria applied and the weighing of those criteria
are directly tied to the execution of the Company's business plans. The
criteria include revenues, earnings per share, and the business strategy of the
Company. In addition, the attraction, advancement, and reward of key management
are all necessary as a means of addressing shareholder value criteria prior to
payment of incentive compensation. The targets established by the Committee for
1998 reflect significant growth over the 1997 performance.
The components of the Company's executive compensation program include a
balanced mix of the following:
Base Salary - designed to reflect the level of managerial and professional
contribution of the position and to attract the caliber of professionals and
management required to grow the business.
Annual Incentive - tied to specific business performance targets. The
amount of incentive opportunity and the weighing of the performance criteria
vary according to the role and level of the individual. The incentive plan and
performance criteria are cascaded down through the entire organization allowing
and encouraging all exempt employees to participate in the success of the
Company. The executive incentive awards for 1997 reflect the overall
contribution for the past several years.
Stock Options - all issued at current market price, which tie the
executives directly to the interest of stockholders and provide the financial
motivation for building the long-term value of the Company. Stock options are
granted based on the current contributions and the future potential of the
individual and, as such, serve as both a reward and retention vehicle. Options
are distributed widely to include contributing individuals at other levels, thus
creating a broader group of associates with a vested interest in the long-term
success of the business. In addition, many executives have personally invested
in purchasing a significant amount of the Common Stock further aligning them
individually and as a group with other stockholders. In 1997, the Compensation
Committee recognized the outstanding contributions of Dr. Cooper and Mr. Short
and the importance of their continuing contributions, awarding them options to
purchase 90,000 and 60,000 shares of the Common Stock, respectively.
Additionally, the Compensation Committee awarded Mr. Ellis options to purchase
50,000 shares of the Common Stock contingent upon Mr. Ellis' purchase of an
equal number of shares of the Common Stock.
Benefits - It is the Company's intent to be consistent with, but not to
exceed, the practices of other professional service firms regarding health and
welfare benefits.
-11-
<PAGE>
COMPENSATION OF CHIEF EXECUTIVE OFFICER FOR 1997
In addition to performance categories already mentioned, the Compensation
Committee considered the following factors in determining Dr. Cooper's overall
compensation: the internationalization of the Company over the past several
years and the overall growth in revenue from $24,000,000 in 1993 to $57,000,000
in 1997; the effectiveness in shaping the strategy, culture, discipline, and
focus of the management team; anticipation of market trends and adjusting the
Company's plans and investments consistent with maximizing long term shareholder
value. All of these factors were considered when determining the 1997
incentive.
QUALIFYING EXECUTIVE COMPENSATION FOR DEDUCTIBILITY UNDER RECENTLY AMENDED
PROVISIONS OF THE INTERNAL REVENUE CODE
Recent amendments to the Internal Revenue Code of 1986, as amended (the
"Code"), provide that publicly held corporations may not generally deduct
compensation for its chief executive officer and certain other executive
officers to the extent that compensation for the executive exceeds $1,000,000
unless such compensation is "performance based" as defined in the Code. The
Compensation and Stock Option Committee intends to take such actions as are
appropriate to qualify compensation paid to executives for deductibility under
these recent amendments. In this regard, base salary and bonus levels are
expected to remain well below the $1,000,000 limitation in the foreseeable
future.
COMPENSATION AND STOCK OPTION COMMITTEE:
Stephen A. Greyser, D.B.A.
Derek B. Smith, Ph.D.
-12-
<PAGE>
STOCK PERFORMANCE GRAPH
The following graph compares the percentage change in the cumulative total
stockholder return on the Common Stock during the period commencing on October
26, 1993, (date of initial offering) and ending December 31, 1997, with (a) the
cumulative total return of the Nasdaq Stock Market, and (b) a Peer Group of
companies engaged in the market research industry consisting of: Gartner Group,
Inc., Information Resources, Inc., M/A/R/C, Inc., Market Facts, Inc., NFO
Worldwide, Inc., and Opinion Research Corporation. The comparison assumes $100
was invested on October 26, 1993, in the Company's Common Stock and in each of
the foregoing indices and assumes the reinvestment of dividends. The returns of
each company in the Peer Group have been weighted according to their market
capitalization at the beginning of the period indicated.
The Peer Group was developed by the Company's management based on its
knowledge of the market and competing companies and an analysis of the
relatively small group of market research companies whose stock is publicly
traded.
PERFORMANCE GRAPH FOR OPINION RESEARCH CORPORATION
<TABLE>
-------------------------------------------------------------------------
10/26/93 12/31/93 12/31/94 12/31/95 12/31/96 12/31/97
-------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Opinion Research Corporation 100.0 101.6 63.9 79.4 42.9 73.0
- --------------------------------------------------------------------------------------------------------------
Nasdaq Stock Market Total 100.0 99.7 97.5 137.8 169.5 208.2
Return Index
- --------------------------------------------------------------------------------------------------------------
Peer Group 100.0 111.2 208.6 592.1 1016.2 975.7
- --------------------------------------------------------------------------------------------------------------
</TABLE>
-13-
<PAGE>
COMPENSATION OF DIRECTORS
Each director who is not an employee of the Company (an "outside
director"), and who has served as a member of the Board of Directors for three
or more years (a "Senior Director"), is entitled to receive $20,000 per annum.
All other outside directors are entitled to receive $15,000 per annum. In
addition, each outside director is paid $5,000 for chairing a Committee, $1,500
for each Board meeting attended, and $1,250 for each Committee meeting attended.
All directors are also entitled to be reimbursed for incidental travel expenses
incurred in attending Board and Committee meetings.
Pursuant to the Plan, each outside director is automatically granted
options to acquire the "formula number" of shares of Common Stock. The exercise
price for these options is equal to the fair market value of the underlying
shares on the date of grant. The options are non-qualified stock options. The
outside directors' options become exercisable on the first anniversary of the
date of grant provided the outside director is a member of the Board of
Directors on that date. The "formula number" for 1997 was 15,000 shares for
Senior Directors and 5,000 shares for all other outside directors (see
description of 1997 Stock Incentive Plan beginning on p.16).
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
None of the members of the Compensation Committee or the Stock Option
Committee (Principal Officers) are executive officers of the Company.
None of the executive officers of the Company serve on the Board of
Directors of another entity.
During 1996, the Company made loans to each of the named executives bearing
an interest rate of 9.5%. Including accrued interest, the aggregate amount of
indebtedness outstanding for each of the named executives in 1997 was: Dr.
Cooper - $174,703 and Dr. Heisler - $76,739.
The Faculty Group, Inc., of which Professor Greyser is a principal,
received $30,000 in consulting fees and $2,862 in expense reimbursements during
1997.
COMMITTEES AND MEETINGS OF THE BOARD OF DIRECTORS
The business of the Company is managed under the direction of its Board of
Directors. The Board of Directors met five times during the fiscal year ended
December 31, 1997 and took certain other action by unanimous consent. The Board
meets regularly during the fiscal year to review significant developments
affecting the Company and act on matters requiring Board approval. Every
director attended all of the meetings of the Board of Directors and Committees
of the Board on which the director served that were held during the period the
person was a director.
-14-
<PAGE>
The Board of Directors has established six standing committees: an
Executive Committee, an Audit Committee, a Compensation Committee, a Stock
Option Committee (Principal Officers), a Stock Option Committee (Non-Principal
Officers), and a Strategy Committee.
The Executive Committee
The Executive Committee was established to perform such duties as the Board
of Directors from time to time may direct and, with certain limitations, will
exercise the authority of the full Board between meetings of the full Board.
Dr. Cooper (Chairman) and Mr. Short serve as members of the Executive Committee.
The Executive Committee met three times during 1997.
The Audit Committee
The Audit Committee is charged with reviewing the audited financial
statements of the Company and making recommendations to the full Board on
matters concerning the Company's audits and the selection of independent
auditors. Mr. Tessler (Chairman) and Professor Greyser serve as members of the
Audit Committee. Mr. Tessler replaced Dr. Gordon as Chairman in July 1997. The
Audit Committee met twice during 1997.
The Compensation and Stock Option Committees
The Compensation Committee is responsible for establishing salaries,
bonuses and other compensation for the Company's executive officers. Professor
Greyser (Chairman) and Dr. Smith serve as members of the Compensation Committee.
The Compensation Committee met four times during 1997.
The Stock Option Committee (Principal Officers) and the Stock Option
Committee (Non-Principal Officers) together serve as the Committee described in
the Plan. The Stock Option Committee (Principal Officers) administers the Plan
solely with respect to persons who are directors or principal officers as
defined in the Plan, and the Stock Option Committee (Non-Principal Officers)
administers the Stock Incentive Plan solely with respect to other persons. Dr.
Smith (Chairman) and Professor Greyser serve as members of the Stock Option
Committee (Principal Officers). The Committee met twice during 1997. Dr. Cooper
(Chairman) and Mr. Short serve as members of the Stock Option Committee (Non-
Principal Officers). The Committee met twice during 1997.
The Strategy Committee
The Strategy Committee is responsible for the long-term strategy and
direction of the Company including marketing, positioning, capital funding
necessary to implement the strategy, and key management succession to meet the
future needs of the Company. Professor Greyser (Chairman), Dr. Cooper, Dr.
Gordon, Dr. Smith, Mr. Short and Mr. Tessler serve as members of the Committee.
The Committee met twice during 1997.
-15-
<PAGE>
DESCRIPTION OF THE OPINION RESEARCH CORPORATION
1997 STOCK INCENTIVE PLAN
On June 17, 1997, the Company's stockholders approved the Plan. The Board
of Directors, contingent upon the approval of the Company's stockholders, have
amended the Plan by increasing the total number of shares of the Common Stock
available for grants under the plan by 250,000 to 1,125,000 and by revising the
date of grant of formula options for directors who are not employees from the
date of the annual meeting to January 2 of each year.
The Plan, as amended and restated, is intended to recognize the
contributions made to the Company by employees and members of the Board of
Directors, to provide such persons with additional incentive to devote
themselves to the future success of the Company, and to improve the ability of
the Company to attract, retain and motivate individuals upon whom the Company's
sustained growth and financial success depend, by providing such persons with an
opportunity to acquire or increase their proprietary interest in the Company
through receipt of options to acquire the Common Stock ("Options") and through
the receipt of the Common Stock subject to conditions of forfeiture ("Awards").
The amended and restated Plan is intended as an additional incentive to certain
directors who are not employees of the Company or its affiliates to serve on the
Board of Directors and to devote themselves to the future success of the Company
by providing them with an opportunity to acquire or increase their proprietary
interest in the Company through the receipt of options to acquire the Common
Stock. Options granted under the Plan to employees may be "incentive stock
options" ("ISOs") within the meaning of Section 422(b) of the Code, or may be
options not intended to be ISOs ("non-qualified stock options"). Options granted
to directors who are not employees of the Company will be non-qualified stock
options.
The key provisions of the Plan, as amended and restated, are as follows:
1. Number of Shares. The aggregate maximum number of shares for which
options may be granted under the Plan is 1,125,000 shares of the Common Stock
(taking into account all Options and Awards provided for under the Plan),
subject to (i) adjustment upon the occurrence of a stock dividend, stock split,
recapitalization or other change in the number or class of issued and
outstanding equity securities of the Company resulting from a subdivision or
consolidation of the Common Stock and/or, if appropriate, other outstanding
equity securities or a recapitalization or other capital adjustment (not
including the issuance of the Common Stock on the conversion of other securities
of the Company which are convertible into the Common Stock) affecting the Common
Stock which is effected without receipt of consideration by the Company.
-16-
<PAGE>
2. Administration. The Plan will be administered by the Board of
Directors, unless the Board of Directors designates a committee or committees
composed of two or more of its members to operate and administer the Plan in its
stead. If that is done, the Board of Directors may, if it is possible and if
the Board of Directors determines that it is necessary or appropriate, designate
one committee which consists exclusively of two or more "outside directors"
(i.e., directors who qualify as "outside directors" under the rules applicable
to the "performance-based" compensation exception to the limitations on
deduction of certain compensation in excess of $1 million imposed by Section
162(m) of the Code. Any committee designated by the Board of Directors for this
purpose, and the Board of Directors itself in its administrative capacity with
respect to the Plan, is referred to as the "Committee". Options granted under
the Plan to members of the Board of Directors who are not employees (the "Non-
employee Directors") will be administered by the Board of Directors other than
the Non-employee Directors.
3. Eligibility. All key employees and members of the Board of Directors
will be eligible to receive Options and Awards. The Committee determines
whether an individual qualifies as a key employee. On April 1, 1998,
approximately 254 employees and 4 Non-employee Directors were eligible to
participate in the Plan.
4. Term of Plan. No option may be granted under the Plan after April 16,
2007.
5. Number of Option Grants. Each grant of an option under the Plan will
be set forth in an option document that will specify the number of shares
subject to the option. An optionee may receive more than one Option and may be
granted options which are ISOs, non-qualified options or a combination. In no
event, however, will options to acquire more than 100,000 shares be granted to
any individual employee during any one calendar year.
6. Term of Options. All options, other than options automatically
granted to Non-employee Directors, terminate on the earliest of: (a) the
expiration of the term specified in the option grant document (which can not be
more than ten years from the date of grant), (b) one year after the optionee's
employment terminates due to death, (c) a finding by the Committee that the
optionee has breached his employment or service contract with the Company or an
affiliate, or has been engaged in disloyalty to the Company or its affiliates,
(d) the date, if any, set by the Board of Directors as an accelerated expiration
date in the event of the liquidation or dissolution of the Company, or (e) the
occurrence of any other event the Committee specifies in the option.
Notwithstanding the foregoing, the Committee has the discretion to extend
the period during which an option may be exercised to a date no later than the
option term specified in the option document (with the consent of the optionee
if such a change would convert an ISO into a non-qualified stock option). In
addition, any specific terms contained in an executive severance agreement or
any other agreement between the Company and an optionee which provides for a
longer option exercise period than described above will, if approved by the
Committee, be given effect under the Plan.
-17-
<PAGE>
7. Option Exercise Price. The option exercise price for non-qualified
options, other than options automatically granted to Non-employee Directors, may
be less than, equal to, or greater than the fair market value of shares subject
to the option. In the case of ISOs, the option exercise price will be at least
100% of the fair market value of the shares subject to the option on the date
that the option is granted. On April 1, 1998, the last reported sale price of
the Common Stock on The Nasdaq Stock Market was $6.1875.
8. Special ISO Rules for Certain Shareholders. If an ISO is granted to an
optionee who then owns, directly or by attribution under the Code, shares
possessing more than 10% of the total combined voting power of all classes of
shares of the Company, the term of the option will not exceed five years and the
option price will be at least 110% of the fair market value of the shares on the
date that the option is granted.
9. Payment. An option holder may pay for shares by such mode of payment
as the Committee may approve, including payment in whole or in part in shares of
the Common Stock, based on the fair market value of such Common Stock at the
time of payment.
10. Option Documents; Restriction on Transferability. All options will be
evidenced by a document containing provisions consistent with the Plan and such
other provisions as the Committee deems appropriate. No option granted under
the Plan may be transferred, except by will, the laws of descent and
distribution or, in the case of a non-qualified stock option, pursuant to a
"qualified domestic relations order," within the meaning of the Code or in Title
I of the Employee Retirement Income Security Act of 1974, as amended ("ERISA").
11. Provisions Relating to a "Change of Control" of the Company.
Notwithstanding any other provision of the Plan, in the event of a "Change of
Control" of the Company, all outstanding options held by optionees who are
either employees or members of the Board of Directors at the time there is a
Change of Control will become automatically fully vested. In addition, the
Committee may take whatever action it deems necessary or desirable with respect
to outstanding options (other than options granted automatically to Non-employee
Directors), including accelerating the expiration of outstanding options
(subject to a 30 day notice requirement).
A "Change of Control" occurs under the Plan if (a) there is an approval of
a plan to dissolve or liquidate the Company, (b) there is an approval of an
agreement to sell or dispose of substantially all the Company's assets, (c)
there is approval of a plan to merge or consolidate the Company with or into
another corporation (unless the merger results in the Company's stockholders
holding a majority of the stock of the surviving corporation), (d) an entity,
person or group (other than the Company or any of its subsidiaries or any
employee benefit plan or related trust of the Company or its subsidiaries, or
Michael R. Cooper or John F. Short) gains ownership or control over more than
40% of the Company's stock voting power, or (e) members of the Board of
Directors are elected such that a majority of the Board of Directors have been
members for less than 2 years (unless the nomination for election of each such
new member was approved by a vote of at least two-thirds of the members of the
Board of Directors then still in office who were members of the Board of
Directors at the beginning of that two year period).
-18-
<PAGE>
12. Provisions Relating to Automatic Grants to Directors. Under the Plan,
each Non-employee Director is automatically granted as of January 2 of each
year, non-qualified stock options to acquire the "formula number" of shares of
the Common Stock on the Non-employee Directors. This grant is made with respect
to Non-employee Directors who are then serving as members of the Board of
Directors. The "formula number" which determines the number of shares that are
subject to each Non-employee Directors automatic option grant is equal to 15,000
with respect to those Non-employee Directors who have served on the Board of
Directors three full years or more, and is 5,000 with respect to Non-employee
Directors who have served on the Board of Directors for less than three full
years. The exercise price for the options automatically granted to Non-employee
Directors is the fair market value of the underlying shares as of the date of
grant. These options become fully exercisable on the first anniversary of the
date of grant, provided the Non-employee Director continues to serve on the
Board of Directors as of that date. The options granted automatically to Non-
employee Directors have a seven year term, but will terminate one year from the
date the Non-employee Director ceases to serve on the Board of Directors for any
reason. Options automatically granted to a Non-employee Director that are not
exercisable when he or she ceases to serve as a member of the Board of Director
will terminate as of the termination of the Non-employee Director's service on
the Board of Directors.
13. Amendments to Option Documents and the Plan. Subject to the provisions
of the Plan, the Committee may amend an option document (other than options
granted to Non-employee Directors), subject to the consent of the option holder
if the amendment is not favorable and is not being made pursuant to provisions
of the Plan relating to a "Change of Control" of the Company. The Board of
Directors may amend the Plan from time to time in such manner as it may deem
advisable. Nevertheless, the Board of Directors may not, without obtaining
shareholder approval within twelve months before or after such action, change
the class of individuals eligible to receive an option or increase the maximum
number of shares as to which options may be granted. In addition, provisions of
the Plan relating to the Non-employee Directors that determine (i) which
directors will be granted options; (ii) the number of shares subject to such
options; (iii) the option exercise price of such options; and (iv) the timing of
grants of options may not be amended more than once every six months, other than
to comport with changes in the Code or ERISA.
14. Tax Aspects of the Plan. The following discussion is intended to
summarize briefly the general principles of federal income tax law applicable to
options granted under the Plan as of the date hereof.
-19-
<PAGE>
Taxation of ISOs. A recipient of an ISO will not recognize regular taxable
----------------
income upon either the grant or exercise of the ISO. The option holder will
recognize long-term capital gain or loss on a disposition of the shares acquired
upon exercise of an ISO, provided the option holder does not dispose of those
shares within two years from the date the ISO was granted or within one year
after the shares were transferred to such option holder. Currently for regular
federal income tax purposes, long-term capital gain is taxed at a maximum rate
of 28%, while ordinary income may be subject to a maximum rate of 39.6%. If the
option holder satisfies both of the foregoing holding periods, then the Company
will not be allowed a deduction by reason of the grant or exercise of an ISO.
As a general rule, if the option holder disposes of the shares acquired
through the exercise of an ISO before satisfying both holding period
requirements (a "disqualifying disposition"), the gain recognized by the option
holder on the disqualifying disposition will be taxed as ordinary income to the
extent of the difference between (a) the lesser of the fair market value of the
shares on the date of exercise or the amount received for the shares in the
disqualifying disposition, and (b) the adjusted basis of the shares, and the
Company will be entitled to a deduction in that amount. The gain (if any) in
excess of the amount recognized as ordinary income on a disqualifying
disposition will be long-term or short-term capital gain, depending on the
length of time the option holder held the shares prior to the disposition.
The amount by which the fair market value of a share at the time of
exercise exceeds the option exercise price will be included in the computation
of such option holder's "alternative minimum taxable income" in the year the
option holder exercises the ISO. Currently, the maximum alternative minimum tax
rate is 28%. If an option holder pays alternative minimum tax with respect to
the exercise of an ISO, then the amount of such tax paid will be allowed as a
credit against regular tax liability in subsequent years. The option holder's
basis in the shares for purposes of the alternative minimum tax will be adjusted
when income from a disposition of the shares is included in alternative minimum
taxable income.
Taxation of Non-qualified Stock Options. A recipient of a non-qualified
---------------------------------------
stock option will not recognize taxable income at the time of grant, and the
Company will not be allowed a deduction by reason of the grant. Such an option
holder will recognize ordinary income in the taxable year in which the option
holder exercises the non-qualified stock option in an amount equal to the excess
of the fair market value of the shares received upon exercise at the time of
exercise of such options over the option exercise price of the option. The
Company will generally be allowed a deduction in the same amount. Upon
disposition of the shares subject to the option, an option holder will recognize
long-term or short-term capital gain or loss, depending upon the length of time
the shares were held prior to disposition, equal to the difference between the
amount realized on disposition and the option holder's basis in the share (which
ordinarily would be the fair market value of the share on the date the option
was exercised).
-20-
<PAGE>
Withholding. Whenever the Company would otherwise transfer a share of
-----------
Company Common Stock under the terms of the Plan, the Company has the right to
require the recipient to make available sufficient funds to satisfy all
applicable federal, state and local withholding tax requirements as a condition
to the transfer, or to take whatever other action the Company deems necessary
with respect to its tax liabilities.
Deductibility of Executive Compensation Under the Million Dollar Cap
--------------------------------------------------------------------
Provisions of the Code. Section 162(m) of the Code sets limits on the
- ----------------------
deductibility of compensation in excess of $1,000,000 paid by publicly held
companies to certain employees (the "million dollar cap"). The IRS has also
issued Treasury Regulations which provide rules for the application of the
"million dollar cap" deduction limitations. Any income recognized as ordinary
compensation income on the exercise of a non-qualified stock option should be
treated as "performance-based" compensation that is exempt from the deduction
limitations under the million dollar cap provided both the plan under which the
option is granted and the option grant itself comply with certain rules. The
Plan complies with these applicable rules in form. It is the Company's intention
to administer the Plan in accordance with all applicable requirements under the
"million dollar cap" rules for performance based compensation plans, including
having the Plan administered by a committee of two or more "outside" directors
(as that term is used in the applicable IRS regulations). Under these
circumstances, a grant of a non-qualified stock option with an exercise price at
least equal to the fair market value of the shares subject to that option on the
date of grant should, on exercise, result in compensation income that is treated
as "performance-based" compensation under the "million dollar cap" rules. It is
expected, therefore, that any compensation expense recognized for tax purposes
on the exercise of such an option will be exempt from the "million dollar cap".
-21-
<PAGE>
ELECTION OF DIRECTORS
At the Meeting, the stockholders will elect directors to hold office until
the Annual Meeting of Stockholders to be held in 2001 and until their respective
successors have been duly elected and qualified. Proxies executed on the
enclosed form will be voted, in the absence of other instructions, "FOR" the
election of the persons named below. Should the nominees become unavailable to
accept nomination or election as a director, the persons named in the enclosed
proxy will vote the shares which they represent for the election of such other
person as the Board of Directors may recommend, unless the Board of Directors
reduces the number of directors. The nominees are currently serving as
directors of the Company.
The following sets forth certain information about each nominee:
Mr. Tessler, 45, joined the Board of Directors in July 1997. Mr. Tessler
is a founding partner of TGV Partners, an investment firm specializing in
leveraged acquisitions. Mr. Tessler serves on the Board of Directors of CWT
Specialty Stores, Inc., Data Made Accessable, Inc. and was formerly the Chairman
of the Board for Empire Kosher Poultry, Inc. Mr. Tessler received an MBA from
Fairliegh Dickinson University.
Dr. Heisler, 51, joined the Company in 1982. Since January 1993, he has
been responsible for the Company's Telecommunications and Technology practice.
Dr. Heisler received a Ph.D. in Social Psychology from the Illinois Institute of
Technology.
DIRECTORS WHOSE PRESENT TERMS CONTINUE UNTIL 1999:
Dr. Cooper, 51, joined the Company as its President and Chief Executive
Officer in 1989, and after leading a Management Buyout of the Company from
Arthur D. Little, was appointed Chairman in 1991. From 1980 through 1989, Dr.
Cooper was with The Hay Group, an international consulting firm, where he was
appointed a Worldwide Partner in 1982, President of Hay Research for Management
in 1984, and President of Hay Strategic Management Associates in 1986. Dr.
Cooper received a Ph.D. in Industrial and Organizational Psychology with honors
from The Ohio State University.
Mr. Short, 53, joined the Company and was appointed as its Chief Financial
Officer in 1989. Mr. Short was appointed Vice Chairman in 1992. Prior to joining
ORC, Mr. Short served as the Chief Financial Officer of Hay Systems, Inc., a
wholly owned subsidiary of the Hay Group.
-22-
<PAGE>
Professor Greyser, 63, has been a director of the Company since 1993.
Professor Greyser is a Professor of Marketing at Harvard Business School, where
he has been on the faculty for over 30 years. Professor Greyser also has been
associated with the Harvard Business Review since 1961 as an editor, research
director, and Editorial Board Secretary and Chairman. Since 1972, Professor
Greyser has been a Trustee of The Marketing Science Institute, a non-profit
business-supported research center in marketing, and from 1972 through 1980 he
served as its Executive Director. From 1985 through 1993, Professor Greyser
served on the Board of Directors of the Public Broadcasting Service, where he
served as Vice Chairman from 1991 through 1993. Professor Greyser serves on the
Board of Directors of Cendant Corporation, Edelman Public Relations Worldwide,
and the investment service firm Gruntal & Co. Professor Greyser received an
M.B.A. and a D.B.A. from Harvard University.
DIRECTORS WHOSE PRESENT TERMS CONTINUE UNTIL 2000:
Dr. Fink, 53, joined the Company in 1982. Since 1990, Dr. Fink has held
various managerial positions within the Company and is currently responsible for
the Company's Corporate Reputation and Branding Practice. Dr. Fink received a
Ph.D. in Economics from the Pennsylvania State University.
Dr. Gordon, 63, became a member of the Board of Directors in March, 1995.
He currently serves on the Advisory Board of a consortium of consulting firms.
Dr. Gordon is recognized for having developed corporate culture measurement that
is now applied in more than 500 corporations. Formerly a Partner of The Hay
Group, an international consulting firm, Dr. Gordon has counseled clients in
both the public and private sectors. Dr. Gordon has also served as a Professor
with the School of Business at Rutgers University. Dr. Gordon received a Ph.D.
in Industrial Psychology from Purdue University.
Dr. Smith, 52, an Executive Director of Dialog plc, became a director of
the Company in 1996. Prior to joining Dialog, Dr. Smith held various positions
over 16 years within The Economist, the last being The Economist Group
President, Asia Pacific. During his tenure with The Economist, Dr. Smith served
as a Non-Executive Director of Dialog plc. Dr. Smith received a Ph.D. in
Economics from Monesh University in Australia.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT
STOCKHOLDERS VOTE "FOR" APPROVAL OF THE ABOVE PROPOSAL
-23-
<PAGE>
PROPOSAL TO APPROVE AMENDMENT TO
1997 STOCK INCENTIVE PLAN
Subject to the approval by the stockholders, the Board of Directors has
amended the Plan, increasing the maximum number of shares for which options may
be granted from 875,000 to 1,125,000 and revising the option grant date of
formula options for non-employee directors from the date of the annual meeting
to January 2. The Plan, as amended, is intended to recognize the contributions
made to the Company by employees and members of the Board of Directors, to
provide such persons with additional incentive to devote themselves to the
future success of the Company, and improve the ability of the Company to
attract, retain, and motivate individuals upon whom the company's sustained
growth and financial success depend.
The affirmative vote of the holders of a majority of the Common Stock present at
the meeting in person or by proxy is required to adopt the amendment to the
Plan.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT
STOCKHOLDERS VOTE "FOR" THE PROPOSAL TO AMEND THE PLAN
PROPOSAL TO RATIFY THE APPOINTMENT OF INDEPENDENT AUDITORS
Subject to approval by the stockholders, the Board of Directors has
appointed the firm of Ernst & Young LLP, which served as the Company's
independent auditors for the last fiscal year, to serve as the Company'
independent auditors with respect to the consolidated financial statements of
the Company and its subsidiaries for the current fiscal year.
A representative of Ernst & Young LLP is expected to be present at the Annual
Meeting and will have the opportunity to make a statement if he or she desires
to do so. The representative is also expected to be available to respond to
appropriate questions of stockholders.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THE
APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY'S
INDEPENDENT AUDITORS
-24-
<PAGE>
STOCKHOLDER PROPOSALS
Proposals of stockholders intended to be presented at the Annual Meeting of
Stockholders in 1999 must be received by December 28, 1998 in order to be
considered for inclusion in the Company's Proxy Statement and form of proxy
relating to that Meeting. Stockholder proposals should be directed to John F.
Short, Vice Chairman and Secretary, at the address of the Company set forth on
the first page of this Proxy Statement.
SOLICITATION OF PROXIES
The accompanying form of proxy is being solicited on behalf of the Board of
Directors of the Company. The expenses of solicitation of proxies for the
meeting will be paid by the Company. In addition to the mailing of the proxy
material, such solicitation may be made in person or by telephone or telegraph
by directors, officers or regular employees of the Company or its subsidiaries.
ANNUAL REPORT ON FORM 10-K
The Company will provide without charge to each person solicited by this
Proxy Statement, on the written request of such person, a copy of the Company's
Annual Report on Form 10-K, including the financial statements and schedules
thereto, as filed with the Securities and Exchange Commission for its most
recent fiscal year. Such written requests should be directed to John F. Short,
Vice Chairman and Secretary, at the address of the Company set forth on the
first page of this Proxy Statement.
-25-
<PAGE>
APPENDIX
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
OPINION RESEARCH CORPORATION
The undersigned, a holder of Common Stock of OPINION RESEARCH
CORPORATION (the "Company"), hereby constitutes and appoints MICHAEL R.
COOPER and JOHN F. SHORT, and each of them acting individually, as the
attorney and proxy of the undersigned, with full power of substitution,
for and in the name and stead of the undersigned, to attend the Annual
Meeting of Stockholders of the Company to be held on Tuesday, June 9,
1998 at 10:00 a.m., at 23 Orchard Road, Skillman, New Jersey, and any
adjournment or postponement thereof, and thereat to vote all shares of
Common Stock which the undersigned would be entitled to vote if
personally present, as follows:
1. [_] FOR the two nominees for director listed below.
[_] WITHHOLD AUTHORITY to vote for both nominees for director listed
below.
[_] FOR all nominees for director listed below, EXCEPT WITHHOLD
AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE(S) WHOSE NAME(S) IS (ARE)
LINED THROUGH.
Nominees: Lenard B. Tessler and James T. Heisler.
2. To approve the Amendment to the 1997 Stock Incentive Plan.
[_] FOR [_] AGAINST [_] ABSTAIN
3. To ratify the appointment of Ernst & Young LLP as the Company's
independent auditors for the year ending December 31, 1998.
[_] FOR [_] AGAINST [_] ABSTAIN
4. To vote on such other business as may properly come before the meeting.
[_] FOR [_] AGAINST [_] ABSTAIN
UNLESS OTHERWISE SPECIFIED, THE SHARES WILL BE VOTED "FOR" THE
ELECTION OF ALL NOMINEES FOR DIRECTOR AND "FOR" THE OTHER PROPOSALS AS
PREVIOUSLY SET FORTH. THIS PROXY ALSO DELEGATES DISCRETIONARY AUTHORITY
TO VOTE WITH RESPECT TO ANY OTHER BUSINESS WHICH MAY PROPERLY COME
BEFORE THE MEETING AND ANY ADJOURNMENT OR POSTPONEMENT THEREOF.
------------------------------------------------------
(Please date and sign on reverse side)
<PAGE>
(Continued from other side)
THE UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF THE NOTICE OF ANNUAL
MEETING, PROXY STATEMENT AND ANNUAL REPORT OF OPINION RESEARCH
CORPORATION.
[_] I plan to attend the Annual Meeting
Date: _________________________, 1998
-------------------------------------
Signature of Stockholder
-------------------------------------
Signature of Stockholder
NOTE: Please sign this proxy exactly as
name(s) appear(s) in address. When
signing as attorney-in-fact, executor,
administrator, trustee or guardian,
please add your title as such, and if
signer is a corporation, please sign with
full corporate name by duly authorized
officer or officers and affix the
corporate seal. When stock is issued in
the name of two or more persons, all such
persons should sign.
Please sign, date and return in the enclosed postage-prepaid envelope.
