<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
West Marine, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
N/A
- --------------------------------------------------------------------------------
(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:
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[_] 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.:
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(4) Date Filed:
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Notes:
<PAGE>
LOGO
500 WESTRIDGE DRIVE
WATSONVILLE, CALIFORNIA 95076-4100
----------------
NOTICE OF THE 1997 ANNUAL MEETING OF STOCKHOLDERS
THURSDAY, MAY 8, 1997, 10:30 A.M.
----------------
TO THE STOCKHOLDERS:
Notice is hereby given that the 1997 Annual Meeting of Stockholders of West
Marine, Inc. will be held at the office of the Company, 500 Westridge Drive,
Watsonville, California, on Thursday, May 8, 1997, at 10:30 A.M. for the
following purposes:
(1) To elect eight directors.
(2) To transact such other business as may properly come before the
Annual Meeting.
Only stockholders of record on the books of the Company as of 5:00 P.M.,
March 25, 1997, will be entitled to vote at the meeting and any adjournment
thereof.
Dated: April 2, 1997
By Order of the Board of Directors
John C. Zott, Secretary
STOCKHOLDERS ARE REQUESTED TO MARK, DATE, SIGN AND RETURN THE ENCLOSED
PROXY AS PROMPTLY AS POSSIBLE.
<PAGE>
LOGO
500 WESTRIDGE DRIVE
WATSONVILLE, CALIFORNIA 95076-4100
PROXY STATEMENT
The enclosed proxy is solicited by the Board of Directors of West Marine,
Inc. (the "Company") to be used at the 1997 Annual Meeting of Stockholders on
May 8, 1997, for the purposes set forth in the foregoing notice. This proxy
statement and the enclosed form of proxy were first sent to stockholders on or
about April 2, 1997.
If the enclosed form of proxy is properly signed and returned, the shares
represented thereby will be voted at the Annual Meeting in accordance with the
instructions specified thereon. If the proxy does not specify how the shares
represented thereby are to be voted, the proxy will be voted as recommended by
the Board of Directors. Any stockholder signing a proxy in the form
accompanying this Proxy Statement has the power to revoke it prior to or at
the Annual Meeting. A proxy may be revoked by a writing delivered to the
Secretary of the Company stating that the proxy is revoked, by a subsequent
proxy signed by the person who signed the earlier proxy, or by attendance at
the Annual Meeting and voting in person.
VOTING SECURITIES
Only stockholders of record on the books of the Company as of 5:00 P.M.,
March 25, 1997, will be entitled to vote at the Annual Meeting.
As of the close of business on March 25, 1997, there were outstanding
16,567,782 shares of Common Stock of the Company, entitled to one vote per
share. The holders of a majority of the outstanding shares of the Common Stock
of the Company, present in person or by proxy, will constitute a quorum for
the transaction of business at the Annual Meeting or any adjournment thereof.
Votes cast by proxy or in person at the Annual Meeting will be tabulated by
the election inspectors appointed for the Meeting and will determine whether
or not a quorum is present. The election inspectors will treat abstentions and
broker non-votes as shares that are present and entitled to vote for purposes
of determining the presence of a quorum. With regard to the election of
directors, votes may be cast "For" or "Withhold Authority" for each nominee;
votes that are withheld will be excluded entirely from the vote and will have
no effect.
1
<PAGE>
ELECTION OF DIRECTORS
The persons named below are nominees for director to serve until the next
Annual Meeting of Stockholders and until their successors shall have been
elected. Except for Mr. Henry Wendt, all of the nominees presently are members
of the Board of Directors.
In the absence of instructions to the contrary, shares represented by the
proxy will be voted and the proxies will vote for the election of all such
nominees to the Board of Directors. If any of such persons is unable or
unwilling to be a candidate for the office of director at the date of the
Annual Meeting, or any adjournment thereof, the proxies will vote for such
substitute nominee as shall be designated by the proxies. The management has
no reason to believe that any of such nominees will be unable or unwilling to
serve if elected a director. Set forth below is certain information concerning
the nominees which is based on data furnished by them.
<TABLE>
<CAPTION>
BUSINESS EXPERIENCE DURING PAST SERVED AS
NOMINEES FOR DIRECTOR AGE FIVE YEARS AND OTHER INFORMATION DIRECTOR SINCE
--------------------- --- -------------------------------------- --------------
<C> <C> <S> <C>
Randolph K. Repass............... 53 Chairman of the Board. Mr. Repass has 1968
been the Company's Chairman of the
Board since its founding in 1968 and
was the Company's Chief Executive
Officer from 1968 until April 1995.
Mr. Repass served as President of the
Company from 1968 to 1990 and from
August 1993 to March 1994.
Crawford Cole.................... 38 President and Chief Executive Officer 1990
since April 1995. From August 1993 to
April 1995, Mr. Cole was a self-
employed business consultant. Mr. Cole
was the Company's President from July
1990 to August 1993. Mr. Cole is a
Director of JDA Software Services, a
software company.
Richard E. Everett............... 43 Executive Vice President and Chief 1994
Operating Officer since April 1995.
Mr. Everett served as a Senior Vice
President since 1990, and has held a
variety of positions since joining the
Company in 1983.
Geoffrey A. Eisenberg............ 44 Senior consultant to the Company since 1977
January 1995. Mr. Eisenberg was Senior
Vice President from 1988 to 1994. Mr.
Eisenberg was responsible for
merchandising and marketing from 1991
to 1994.
James P. Curley.................. 41 Chief Administrative Officer and 1994
Director of The Gymboree Corporation
since February 1996 and its Senior
Vice President and Chief Financial
Officer since July 1992. The Gymboree
Corporation is a retailer of
children's clothing. Prior to July
1992, Mr. Curley was Senior Vice
President, Chief Financial Officer and
Treasurer of Gantos, Inc., an apparel
retailer.
David McComas.................... 54 Western Region President and Corporate 1996
Vice President, Circuit City Stores,
Inc. Responsible for 8 Western States
and Hawaii since 1994. Prior to 1994,
Mr. McComas was General Manager of
Circuit City Stores, Inc. Mr. McComas
is a powerboater and has over 30 years
of store management and operations
experience.
Walter Scott..................... 71 Chairman of Scott, Woolf & Associates, 1995
a management consulting firm, since
1982. Previously, Mr. Scott held
general management positions in
industry and for 25 years taught
management at American Management
Association courses for presidents and
senior executives.
Henry Wendt...................... 63 Chairman of Global Health Care
Partners of DLJ Merchant Banking
Partners since 1996. In 1994, Mr.
Wendt retired as Chairman of
SmithKline Beecham. Mr. Wendt is
currently Chairman of the Board of
Steri-Oss, Inc. and serves on the
board of directors of Allergan,
Atlantic Richfield, Aviall and The
Egypt Investment Company and also as a
Trustee of the Trilateral Commission
and Trustee Emeritus of the American
Enterprise Institute. Mr. Wendt is a
life long sailor, and is the author of
Global Embrace, a book about
international business strategies.
</TABLE>
2
<PAGE>
FURTHER INFORMATION CONCERNING
THE BOARD OF DIRECTORS
COMMITTEES OF THE BOARD
During 1996, the Board of Directors held four meetings and acted by
unanimous written consent on a number of occasions. In February 1994, after
consummation of its initial public offering in November 1993, the Company
established an Audit and Compensation Committee. The Company does not have a
Nominating Committee.
During 1996, the members of the Audit and Compensation Committee were James
P. Curley and Ronald P. Young. Among the functions performed by this committee
in its capacity as an Audit Committee are to make recommendations to the Board
of Directors with respect to the engagement or discharge of independent
auditors, to review with the independent auditors the plan and results of the
auditing engagement, to review the Company's internal auditing procedures and
system of internal accounting controls and to make inquiries into matters
within the scope of its functions. Among the functions performed by this
committee in its capacity as a Compensation Committee are to review and make
recommendations to the Board of Directors concerning the compensation of the
key management employees of the Company and to administer the Company's equity
incentive plan. The Audit and Compensation Committee held four meetings during
1996. Effective as of the date of the 1997 Annual Meeting of Stockholders, the
Company intends to dissolve the Audit and Compensation Committee and form an
Audit Committee and a separate Compensation Committee.
ATTENDANCE AT MEETINGS
During 1996, there were no members of the Board of Directors who attended
fewer than 75% of the meetings of the Board of Directors and all committees of
the Board on which they served.
COMPENSATION OF DIRECTORS
Directors who are not employees of the Company are paid directors fees
consisting of $750 for each Board meeting attended. Directors who attend
meetings of the Audit and Compensation Committee receive an additional $750
for each meeting not held on the same day as a Board meeting. Effective as of
the date of the 1997 Annual Meeting of Stockholders, directors who are not
employees of the Company will receive directors fees of $1,000 for each Board
meeting attended and $1,000 for each committee meeting attended not on the
same day as a Board meeting. In addition, directors who are not employees of
the Company also receive annual grants of nonqualified stock options at an
exercise price equal to the fair market value at the date of grant. For 1996,
Messrs. Curley, Young, Scott and McComas received grants of nonqualified stock
options under the Company's Nonemployee Director Stock Option Plan to purchase
6,000, 4,000, 4,000 and 2,000 shares, respectively, at the fair market value
of the shares on the date of grant.
3
<PAGE>
EXECUTIVE COMPENSATION
COMPENSATION OF EXECUTIVE OFFICERS
The compensation paid to the Company's Chief Executive Officer and each of
its other executive officers for services in all capacities to the Company and
its subsidiaries during fiscal 1994, 1995 and 1996 is set forth below. Columns
regarding "Restricted Stock Awards," "Long-Term Incentive Plan [LTIP] Payouts"
and "All Other Compensation" are excluded because no such payments were made
to such executive officers in fiscal 1994, 1995 and 1996.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
ANNUAL COMPENSATION(1) AWARDS
----------------------- ------------
SECURITIES
UNDERLYING
NAME AND PRINCIPAL POSITION YEAR SALARY($) BONUS($) OPTIONS(#)
--------------------------- ---- ----------- ---------- ------------
<S> <C> <C> <C> <C>
Crawford Cole.............. 1996 $ 199,999 $ 55,491 58,824
President and Chief Execu- 1995(2) $ 132,307 $ 54,118 480,000
tive Officer 1994 -- -- 4,000
Randolph K. Repass......... 1996 $ 100,000 -- --
Chairman of the Board 1995 139,616 -- --
1994 102,306 75,000 --
Richard E. Everett......... 1996 $ 159,086 $ 57,147 29,412
Executive Vice President 1995 153,846 58,182 200,000
and Chief Operating 1994 121,292 39,666 10,000
Officer
John Zott.................. 1996 $ 140,768 $ 22,610 16,000
Senior Vice President, 1995 127,116 33,625 15,000
Chief Financial Officer 1994 113,051 36,296 10,000
Robert Hebeler............. 1996(3) $ 125,461 $ 26,808 62,000
Senior Vice President of 1995 -- -- --
Merchandising 1994 -- -- --
</TABLE>
- --------
(1) While the named executive officers enjoy certain perquisites, for fiscal
year 1994, 1995 and 1996 these did not exceed the lesser of $50,000 or 10%
of each officer's salary and bonus. Accordingly, the column regarding
"Other Annual Compensation" is excluded.
(2) Mr. Cole rejoined the Company as President and Chief Executive Officer in
April 1995. Amounts presented represent compensation received by Mr. Cole
from April 1995 through December 1995.
(3) Mr. Hebeler joined the Company in January 1996.
4
<PAGE>
STOCK OPTION GRANTS AND EXERCISES
The following table sets forth certain information regarding stock options
granted during fiscal 1996 to the executive officers named in the foregoing
Summary Compensation Table.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
VALUE AT ASSUMED
ANNUAL RATES OF STOCK
PRICE APPRECIATION FOR
INDIVIDUAL GRANTS OPTION TERM(4)
----------------------------------------------- -----------------------
NUMBER OF PERCENT OF
SECURITIES TOTAL OPTIONS
UNDERLYING GRANTED TO EXERCISE OR
OPTIONS EMPLOYEES IN BASE PRICE EXPIRATION
NAME GRANTED(1) FISCAL YEAR ($/SH)(2) DATE(3) 5% 10%
---- ---------- ------------- ----------- ---------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C>
Crawford Cole........... 58,824 9.20% $15.38 01/02/06 $ 568,784 $ 1,441,411
Randolph K. Repass ..... -- -- -- -- -- --
Richard E. Everett ..... 29,412 4.60% $15.38 01/02/06 $ 284,392 $ 720,705
John Zott............... 16,000 2.50% $15.38 01/02/06 $ 154,708 $ 392,061
Robert Hebeler.......... 62,000 9.70% $16.50 01/25/06 $ 643,359 $ 1,630,398
</TABLE>
- --------
(1) Except for options granted to Mr. Cole, all options granted in fiscal 1996
are exercisable in annual increments of 20%, commencing one year from date
of grant. Of the options granted to Mr. Cole in 1996, 12% are exercisable
commencing six months from the date of grant, and thereafter at a rate of
2% per month. Under the terms of the Plan, the Committee retains
discretion, subject to plan limits, to modify the terms of outstanding
options.
(2) All options were granted at fair market value at date of grant, as
determined by the Board of Directors.
(3) All options granted in fiscal 1996 were granted for a term of ten years.
(4) Realizable values are reported net of the option exercise price. The
dollar amounts under these columns are the result of calculations at the
5% and 10% rates (determined from the price at the date of grant, not the
stock's current market value) set by the Securities and Exchange
Commission and therefore are not intended to forecast possible future
appreciation, if any, of the Company's stock price. Actual gains, if any,
on stock option exercises are dependent on the future performance of the
common stock as well as the optionholder's continued employment through
the vesting period. The potential realizable value calculation assumes
that the optionholder waits until the end of the option term to exercise
the option.
The following table sets forth certain information with respect to option
exercises during 1996 and stock options held by each of the Company's listed
executive officers as of December 28, 1996.
<TABLE>
<CAPTION>
AGGREGATED OPTION EXERCISES IN
LAST FISCAL YEAR AND FY-END OPTION VALUES
---------------------------------------------------
VALUE OF UNEXERISED IN-
THE-
NUMBER OF UNEXERCISED MONEY OPTIONS AT FY
SHARES VALUE OPTIONS AT FY-END(#) END($)(1)
ACQUIRED REALIZED ------------------------- -------------------------
NAME ON EXERCISE(#) ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- -------------- ---------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Crawford Cole........... -- -- 300,258 242,565 $4,327,036 $3,385,267
Randolph K. Repass...... -- -- -- -- -- --
Geoffrey A. Eisenberg... 29,000 $1,004,934 303,000 -- $7,642,575 --
Richard E. Everett...... 20,000 $ 630,545 43,800 208,612 $ 689,325 $3,237,245
John C. Zott............ -- -- 27,350 40,900 $ 634,982 $ 675,960
Robert Hebeler.......... -- -- -- 62,000 -- $ 651,000
</TABLE>
- --------
(1) Based on a price per share of $27.00, which was the price of a share of
Common Stock on the Nasdaq National Market at the close of business on
December 28, 1996.
5
<PAGE>
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Audit and Compensation Committee during 1996 consisted of Messrs. Curley
and Young.
CERTAIN TRANSACTIONS
Due to the closely-held nature of the Company prior to its initial public
offering, it has engaged in a number of transactions with its officers,
directors, stockholders and affiliates. The Company believes these
transactions were on terms no less favorable to the Company than could have
been obtained from unaffiliated third parties. All future transactions, if
any, between the Company and its officers, directors, principal stockholders
and affiliates will be approved by a majority of the Company's independent
directors and will be on terms no less favorable to the Company than can be
obtained from unaffiliated third parties.
The Company has entered into a lease with Randolph K. Repass relating to the
Palo Alto, California store. In addition, the Company has entered into leases
with three partnerships, of which Mr. Repass is a general partner, relating to
the Corporate headquarters and the Santa Cruz, California and Braintree,
Massachusetts stores. Pursuant to these leases, the Company paid rent to Mr.
Repass or such partnerships in the aggregate amount of $1,764,000 in fiscal
1996.
Mr. Repass is Chairman of the board of directors and a stockholder of New
England Ropes, Inc., a major supplier of the Company. Mr. Repass' brother is
the President and his father is a member of the board of directors and a major
stockholder of New England Ropes. In fiscal 1996, the Company paid $4,280,000
to New England Ropes for purchased products.
AUDIT AND COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
To the Board of Directors:
The independent directors named below were elected to the Audit and
Compensation Committee at the May 8, 1996 Board of Directors meeting.
As members of the Audit and Compensation Committee, we are responsible for
reviewing and approving the Company's compensation policies and the levels of
compensation paid to executive officers.
COMPENSATION POLICY
The Company's compensation policies are intended to attract, motivate and
reward highly qualified executives for long-term strategic management and the
enhancement of stockholder value. Additionally, they support a performance-
oriented environment directed towards specific Company goals and serve to
retain executives whose abilities are critical to the Company's long-term
success and competitiveness.
There are three main components in the Company's officer compensation
program:
. Base salary
. Annual bonus
. Stock options
Our committee approached the review and approval of officer compensation in
the following manner:
. The committee asked the CEO to submit recommendations regarding all
three components of compensation for the officers.
. At the committee's request, the Company engaged the services of an
independent compensation consultant who prepared a report on Executive
Compensation which included:
6
<PAGE>
. Interviews with West Marine's Chairman, Randy Repass, and CEO, Crawford
Cole, to discuss their views on compensation and benefits.
. A review of a peer group of 25 companies' long-term incentive programs
in terms of dilution.
. Analysis of competitive cash and stock compensation levels using proxy
statements of 15 peer companies. We note that this 15 company comparison
differed from the peer group index used in the stock market performance
graph; however, as an independent committee we felt that this sampling
of companies shared many characteristics with the Company. Specifically,
these comparative companies were all in the retail industry, all
publicly-traded and all in a similarly early stage of their corporate
growth.
. After reviewing the above described data, the CEO submitted a list of
Proposed Executive Pay Ranges including Base Salary pay ranges and Bonus
Levels for all executive officers.
. The committee provided oversight of the compensation setting process and
after review and discussion concurred with the CEO's final
recommendations.
COMPENSATION FOR EXECUTIVE OFFICERS
In the area of base salary, we feel that executive officers' salaries have
been targeted at an average level for comparable companies. When included with
the other forms of compensation available, we believe these levels are
adequate to attract and retain key executives.
Annual bonuses for executive officers are intended to reflect the Company's
and the committee's belief that a significant portion of the annual
compensation of each executive officer should be contingent upon performance
against pre-established objectives for the Company and the individual officer.
The committee feels that the Company's bonus program closely ties officer
rewards to the Company's overall earnings per share growth, which in turn
drives the share price. The Annual Bonuses received by officers and other
management personnel were determined by a formula which takes into account:
. The Company's Earnings Per Share Growth Rate
. The Individual Executive's Performance against Internal Management
Objectives
. Department Performance to Budget
. Company-wide ratings by Associates on their Quality of Work Life
Beginning with the fourth quarter of 1996, after review by an independent
compensation consultant for appropriateness, the Company introduced an
innovative compensation concept allowing executive officers to forgo a portion
of the bonus payout for fiscal 1996 and fiscal 1997 and receive options
granted at the fair market value on the day of the grant. The method of
calculating the amount of options is based on the Black-Scholes model and
these options carry a six month vesting period. All decisions regarding
participation in the program were made in advance of the anticipated bonus
payment date. The committee believes the exchange of cash compensation for
stock options clearly displays the commitment of the management group to
increasing shareholder value.
The Company's fiscal 1996 performance was judged by the committee to be very
good. The Company experienced increases of 44% of net sales and 49% of net
income, before merger integration costs, and comparable store net sales
increased 5.4%. As a result, the Chief Executive Officer and other named
officers received bonuses for fiscal 1996 which aggregated $201,211.42. We
believe that the bonuses paid were fair in light of the Company's commendable
financial performance.
Stock options are the primary long-term incentives to reward and retain
executive officers. The committee believes that these incentives serve to link
management and stockholder interests and serve to motivate executive officers
to make long-term decisions that are in the best interests of the
stockholders. The committee also believes that executive officers and other
key employees should have significant ownership of the Company's stock.
Mr. Repass is already a significant owner of West Marine and currently holds
7,257,310 shares or 44.0% of the Company's outstanding common stock. We
believe the current philosophy of stock option grants provides West Marine
executives with an adequate level of long-term incentive to enhance
stockholder value.
7
<PAGE>
Amendments to Section 162(m) of the Internal Revenue Code have eliminated
the deductibility of most compensation over a million dollars in any given
year. The committee believes that it is highly unlikely that any of the
Company's executive officers would be eligible at any time in the foreseeable
future to receive compensation of more than a million dollars. However, the
committee believes that it is important to retain the flexibility to maximize
the Company's tax deductions. Accordingly, it will be the policy of this
committee to consider the impact, if any, of Section 162(m) on the Company and
to document as necessary specific performance goals and take all other
reasonable steps in order to preserve the Company's tax deductions.
COMPENSATION FOR THE CHIEF EXECUTIVE OFFICER
President and CEO Mr. Crawford Cole's 1996 compensation package included
three components: Base Salary: $199,999; Bonus Level: $55,491 ($34,921 of cash
bonus was forgone for 4,730 options granted at fair market value as of
February 26, 1997); and Performance Options. The CEO's employment agreement
awards stock options on shares with a cumulative market value of $1,000,000 to
be granted annually during the first quarter of each year through the year
2000, subject to the Company achieving 30% earnings per share growth for the
prior fiscal year. Having achieved an earnings per share growth rate during
1996 of 31%, before a special charge for merger integration costs, the CEO was
awarded his performance options.
COMPENSATION FOR THE CHAIRMAN OF THE BOARD
1996 Base Salary of Founder and Chairman of the Board, Mr. Randy Repass, was
$100,000. Mr. Repass has not been granted any stock options since the
Company's initial public offering and receives no bonus.
March 14, 1997
1996 Audit and Compensation
Committee
James P. Curley
Ronald P. Young
8
<PAGE>
PERFORMANCE GRAPH
The following graph compares the percentage change in the Company's
cumulative total stockholder return on its Common Stock for the period from
the Company's initial public offering on November 19, 1993 to December 28,
1996 with the cumulative total return of the Nasdaq Market Index and the MG
Industry Group 529, a peer group index consisting of 105 importers,
wholesalers and retailers.
[PERFORMANCE GRAPH APPEARS HERE]
COMPARE 5-YEAR CUMULATIVE TOTAL RETURN
AMONG WEST MARINE, INC., NASDAQ MARKET INDEX AND PEER GROUP INDEX
FISCAL YEAR ENDING
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
COMPANY 11/19/93 01/01/94 12/31/94 12/30/95 12/28/96
WEST MARINE INC 100.00 105.36 137.50 223.21 403.57
PEER GROUP INDEX 100.00 102.58 105.17 131.35 152.02
NASDAQ MARKET INDEX 100.00 103.36 108.52 140.76 174.92
</TABLE>
9
<PAGE>
OWNERSHIP OF MANAGEMENT AND PRINCIPAL STOCKHOLDERS
The following table indicates, as to (i) each person who is known by the
Company to own beneficially more than 5% of the outstanding shares of Common
Stock, (ii) each director and nominee, (iii) each named executive officer and
(iv) all directors and executive officers as a group, the number of shares and
percentage of the Company's Common Stock beneficially owned as of February 28,
1997.
<TABLE>
<CAPTION>
COMMON STOCK
BENEFICIALLY
OWNED AS OF
FEBRUARY 28, 1997
---------------------
NUMBER OF
BENEFICIAL OWNER SHARES PERCENT
- ---------------- --------- -------
<S> <C> <C>
Randolph K. Repass(1)................................... 7,425,210(2) 44.9%
Crawford L. Cole........................................ 527,061(3) 3.1
Geoffrey A. Eisenberg................................... 520,000(4) 3.1
James P. Curley......................................... 20,000(5) *
Richard E. Everett...................................... 148,282(6) *
Robert Hebeler.......................................... 12,600(7) *
David McComas........................................... 1,000 *
Walter Scott............................................ 26,000(8) *
Henry Wendt............................................. -- --
Ronald P. Young......................................... 14,000(9) *
John C. Zott............................................ 47,000(10) *
All directors and executive officers as a group (10 per-
sons).................................................. 8,741,153(11) 50.4%
</TABLE>
- --------
* Less than one percent.
(1) The address of Mr. Repass is 500 Westridge Drive, Watsonville, California
95076-4100. Mr. Repass may be deemed to be a "control person" of the
Company within the meaning of the rules and regulations of the Securities
and Exchange Commission by reason of his stock ownership and positions
with the Company.
(2) Includes 153,000 shares held by Mr. Repass' wife. Also includes employee
stock options, held by Mr. Repass' wife, exercisable within 60 days to
purchase 12,600 shares. Mr. Repass disclaims beneficial ownership of all
of such shares. Also includes 2,300 shares held by Mr. Repass' minor son.
(3) Includes employee stock options exercisable within 60 days to purchase
333,061 shares.
(4) Includes employee stock options exercisable within 60 days to purchase
303,000 shares.
(5) Includes stock options exercisable within 60 days to purchase 18,000
shares granted under the Nonemployee Director Stock Option Plan.
(6) Includes employee stock options exercisable within 60 days to purchase
58,282 shares.
(7) Includes employee stock options exercisable within 60 days to purchase
12,400 shares.
(8) Includes stock options exercisable within 60 days to purchase 11,000
shares granted under the Nonemployee Director Stock Option Plan.
(9) Includes stock options exercisable within 60 days to purchase 14,000
shares granted under the Nonemployee Director Stock Option Plan.
(10) Includes employee stock options exercisable within 60 days to purchase
36,000 shares.
(11) Includes stock options exercisable within 60 days to purchase 798,343
shares. See also note (2) above.
SECTION 16(A) INFORMATION
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers and directors, and persons who own more than ten percent of a
registered class of the Company's equity securities, to file reports of
ownership and changes in ownership with the Securities and Exchange
Commission. Officers, directors and greater than ten-percent shareholders are
required by SEC regulation to furnish the Company with copies of all Section
16(a) forms they file.
10
<PAGE>
Based solely on its review of the copies of such forms received by it, or
written representations from certain reporting persons that no Forms 5 were
required for those persons, the Company believes that, during the period from
December 31, 1995 to December 28, 1996 all filing requirements applicable to
its officers, directors and greater than ten-percent beneficial owners were
complied with, except that Messrs. Hebeler and McComas filed Forms 5 late.
AUDITORS
Deloitte & Touche LLP, independent certified public accountants, serves as
the Company's principal accountants. Representatives of Deloitte & Touche LLP
will be present at the Annual Meeting with the opportunity to make a statement
if they desire to do so and will be available to respond to appropriate
questions.
OTHER MATTERS
As of the date of this Proxy Statement, there are no other matters which
management intends to present or has reason to believe others will present to
the meeting. If other matters properly come before the meeting, those who act
as proxies will vote in accordance with their judgment.
STOCKHOLDER PROPOSALS
If any stockholder intends to present a proposal for action at the Company's
1998 Annual Meeting and wishes to have such proposal set forth in management's
proxy statement, such stockholder must forward the proposal to the Company so
that it is received on or before December 3, 1997. Proposals should be
addressed to the Company at 500 Westridge Drive, Watsonville, California
95076-4100, Attention: Corporate Secretary.
COST OF SOLICITATION
All expenses in connection with the solicitation of this proxy, including
the charges of brokerage houses and other custodians, nominees or fiduciaries
for forwarding documents to stockholders, will be paid by the Company.
Dated: April 2, 1997.
By Order of the Board of Directors
John C. Zott, Secretary
11
<PAGE>
WEST MARINE, INC.
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PROXY FOR ANNUAL MEETING OF STOCKHOLDERS MAY 8, 1997
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THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
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The undersigned hereby appoints Randolph K. Repass, Crawford Cole and
Richard E. Everett, or any of them, each with power of substitution, as
proxies of the undersigned, to attend the Annual Meeting of Stockholders of
WEST MARINE, INC. to be held at the office of the Company at 500 Westridge
Drive, Watsonville, California, on May 8, 1997, at 10:30 A.M., and any
adjournment thereof, and to vote the number of shares the undersigned would be
entitled to vote if personally present on the following:
(1) The election of eight Directors.
[_] FOR all nominees listed below [_] WITHHOLD AUTHORITY
(except as marked to the to vote for all
contrary below) nominees listed below
(INSTRUCTION: To withhold authority to vote for any individual nominee, strike
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a line through the nominee's name in the list below)
----------------------------------------------------
Randolph K. Repass, Crawford Cole, Geoffrey A. Eisenberg, Richard E. Everett,
James P. Curley, David McComas, Walter Scott and Henry Wendt.
(2) In their discretion, upon any and all such other matters as may properly
come before the meeting or any adjournment thereof.
(Continued, and to be signed, on reverse side)
<PAGE>
(Continued from other side)
This proxy will be voted as directed. In the absence of contrary
directions, this proxy will be voted FOR the election of the directors listed
above.
Dated: _____________________________, 1997
__________________________________________
__________________________________________
(Signature)
The signature should correspond exactly
with the name appearing on the certificate
evidencing your Common Stock. If more than
one name appears, all should sign. Joint
owners should each sign personally.
STOCKHOLDERS ARE URGED TO MARK, DATE, SIGN AND RETURN THIS
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PROXY PROMPTLY IN THE ENVELOPE PROVIDED, WHICH REQUIRES NO
----------------------------------------------------------
POSTAGE IF MAILED IN THE UNITED STATES.
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