SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant |X|
Filed by a Party other than the Registrant |_|
Check the appropriate box:
|_| Preliminary Proxy Statement
|_| Confidential, for Use of the Commission Only (as permitted by Rule`
14a-6(e)(2))
|X| Definitive Proxy Statement
|_| Definitive Additional Materials
|_| Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12
MOVIE GALLERY, INC.
(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:
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
----------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
----------------------------------------------------------------------
5) Total fee paid:
----------------------------------------------------------------------
|_| Fee paid previously with preliminary materials.
|_| Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
----------------------------------------------------------------------
2) Form, Schedule or Registration Statement No.:
----------------------------------------------------------------------
3) Filing Party:
----------------------------------------------------------------------
4) Date Filed:
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1
<PAGE>
MOVIE GALLERY, INC.
739 West Main Street
Dothan, Alabama 36301
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held On Tuesday, June 13, 2000
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Movie
Gallery, Inc. (the "Company") will be held at the Ritz-Carlton--Buckhead, 3434
Peachtree Road, NE, Atlanta, Georgia 30326 on Tuesday, June 13, 2000, at 10:00
a.m. (Eastern Time) for the following purposes:
(1) To elect members of the Board of Directors to serve until the next
annual meeting of stockholders;
(2) To approve an amendment to the Company's 1994 Stock Plan, as amended,
to increase from 2,600,000 to 3,000,000 the number of shares available
for grant; and
(3) To transact such other business as may properly come before the
meeting or any adjournments thereof.
These items are more fully described in the accompanying Proxy Statement.
The Board of Directors has fixed the close of business on April 14, 2000, as the
record date for the determination of stockholders entitled to notice of and to
vote at the meeting. Only stockholders at the close of business on the record
date are entitled to vote at the meeting.
Accompanying this Notice are a Proxy and Proxy Statement. IF YOU WILL NOT
BE ABLE TO ATTEND THE MEETING TO VOTE IN PERSON, PLEASE COMPLETE, SIGN AND DATE
THE ACCOMPANYING PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED POSTAGE PAID
ENVELOPE. The Proxy may be revoked at any time prior to its exercise at the
meeting.
By Order of the Board of Directors,
/s/ S. Page Todd
-----------------------------
S. Page Todd
Senior Vice President,
General Counsel and Secretary
Dothan, Alabama
May 15, 2000
2
<PAGE>
MOVIE GALLERY, INC.
739 W. Main Street
Dothan, Alabama 36301
ANNUAL MEETING OF STOCKHOLDERS
June 13, 2000
PROXY STATEMENT
INTRODUCTION
This Proxy Statement is furnished to the stockholders of Movie Gallery,
Inc., a Delaware corporation (the "Company"), in connection with the
solicitation of proxies by and on behalf of the Board of Directors of the
Company. The proxies solicited hereby are to be voted at the Annual Meeting of
Stockholders of the Company to be held on June 13, 2000, and at any and all
adjournments thereof (the "Annual Meeting").
A form of proxy is enclosed for your use. The shares represented by each
properly executed unrevoked proxy will be voted as directed by the stockholder
executing the proxy. If no direction is made, the shares represented by each
properly executed unrevoked proxy will be voted "FOR" (i) the election of
management's nominees for the Board of Directors, and (ii) the amendment of the
Company's 1994 Stock Plan to increase from 2,600,000 to 3,000,000 the number of
shares available for grant. With respect to any other item of business that may
come before the Annual Meeting, the proxy holders will vote the proxy in
accordance with their best judgment.
Any proxy given may be revoked at any time prior to its exercise by filing
with S. Page Todd, Secretary of the Company, an instrument revoking such proxy
or by the filing of a duly executed proxy bearing a later date. Any stockholder
present at the meeting who has given a proxy may withdraw it and vote his or her
shares in person if such stockholder so desires.
It is contemplated that the solicitation of proxies will be made primarily
by mail. Should it, however, appear desirable to do so in order to ensure
adequate representation of shares at the Annual Meeting, officers, agents and
employees of the Company may communicate with stockholders, banks, brokerage
houses and others by telephone, telegraph, or in person to request that proxies
be furnished. All expenses incurred in connection with this solicitation will be
borne by the Company. In following up the original solicitation of proxies by
mail, the Company may make arrangements with brokerage houses and other
custodians, nominees and fiduciaries to send proxies and proxy material to the
beneficial owners of the shares eligible to vote at the Annual Meeting and will
reimburse them for their expenses in so doing. The Company has no present plans
to hire special employees or paid solicitors to assist in obtaining proxies, but
reserves the option of doing so if it should appear that a quorum otherwise
might not be obtained. This Proxy Statement and the accompanying form of proxy
are first being mailed to stockholders on or about May 15, 2000.
3
<PAGE>
VOTING SECURITIES
Only holders of record of the Company's voting securities at the close of
business on April 14, 2000 (the "Record Date") are entitled to notice of and to
vote at the Annual Meeting. As of the Record Date, the Company had issued and
outstanding 11,862,167 shares of the Company's Common Stock ("Common Stock"),
the holders of which are entitled to vote at the Annual Meeting. Each share of
Common Stock that was issued and outstanding as of the Record Date is entitled
to one vote at the Annual Meeting. The presence, in person or by proxy, of
stockholders entitled to cast at least a majority of the votes entitled to be
cast by all stockholders will constitute a quorum for the transaction of
business at the Annual Meeting.
Directors will be elected by a plurality of the votes cast. Only votes cast
for a nominee will be counted, except that each properly executed unrevoked
proxy will be voted for the six management nominees for the Board of Directors
in the absence of instructions to the contrary. Abstentions, broker non-votes
and instructions on a proxy to withhold authority to vote for one or more of
such nominees will result in the respective nominees receiving fewer votes.
Abstentions may be specified as to all proposals to be brought before the
Annual Meeting, other than the election of directors. Approval of each of the
proposals to be brought before the Annual Meeting (not including the election of
directors) will require the affirmative vote of at least a majority in voting
interest of the stockholders present in person or by proxy at the Annual Meeting
and entitled to vote thereon. As to the proposals, if a stockholder abstains
from voting on a proposal it will have the effect of a negative vote on that
proposal, but if a broker indicates that it does not have authority to vote
certain shares, those votes will not be considered as shares present and
entitled to vote at the Annual Meeting with respect to that proposal and,
therefore, will have no effect on the outcome of the vote.
PRINCIPAL SHAREHOLDERS
The following table sets forth certain information regarding the beneficial
ownership of the Company's Common Stock as of April 14, 2000, by each person
known by the Company to own beneficially more than five percent (5%) of the
outstanding shares of the Company's Common Stock and as to the number of shares
beneficially owned by (i) each director of the Company, (ii) the Chief Executive
Officer and each of the four other executive officers of the Company named in
the Summary Compensation Table under the heading "Compensation of Directors and
Executive Officers" (the "Named Executive Officers") and (iii) all directors and
executive officers as a group. The Company believes that, unless otherwise
noted, the persons listed below have sole investment and voting power with
respect to the Common Stock they own.
<TABLE>
<CAPTION>
Number of Percentage
Shares of Of
Name and Address (1) Common Stock Outstanding
- ------------------------------ ------------ -----------
<S> <C> <C>
Joe Thomas Malugen (2) 2,690,400 (4) 22.7%
H. Harrison Parrish (3) 2,689,448 (5) 22.7%
Dimensional Fund Advisors Inc. 970,700 (6) 8.2%
1299 Ocean Avenue, 11th Floor
Santa Monica, CA 90401
William B. Snow 165,000 (7) 1.4%
Joseph F. Troy 135,000 (8) 1.1%
Sanford C. Sigoloff 115,000 (9) *
(continued on next page)
4
<PAGE>
<CAPTION>
Number of Percentage
Shares of Of
Name and Address (1) Common Stock Outstanding
- ------------------------------ ------------ -----------
<S> <C> <C>
Philip B. Smith 111,000 (9) *
S. Page Todd 195,140(10) 1.6%
J. Steven Roy 186,400(11) 1.6%
Steven M. Hamil 61,700(12) *
All executive officers and directors
As a group (15 persons) 6,514,519(13) 54.9%
- ------------------------------
<FN>
* Less than 1%.
(1) Unless otherwise noted, the address for all persons listed is c/o the
Company at 739 W. Main Street, Dothan, Alabama 36301.
(2) Mr. Malugen is the Chairman of the Board and Chief Executive Officer of the
Company.
(3) Mr. Parrish is a Director and the President of the Company.
(4) Represents shares held in trust for the benefit of Mr. Malugen.
(5) Represents shares held in trust for the benefit of Mr. Parrish, and
includes 18 shares held as custodian for his daughter and 260 shares held
by his spouse.
(6) Based upon the information in a Schedule 13G filed with the SEC on February
11, 2000.
(7) Includes 145,000 shares that are not outstanding but are subject to
currently exercisable options.
(8) Represents shares that are not outstanding but are subject to currently
exercisable options.
(9) Includes 110,000 shares that are not outstanding but are subject to
currently exercisable stock options.
(10) Includes 189,500 shares that are not outstanding but are subject to
currently exercisable stock options (including those that become
exercisable within sixty days) and excludes 45,500 shares that are subject
to options that are not exercisable within sixty days.
(11) Includes 180,000 shares that are not outstanding but are subject to
currently exercisable stock options (including those that become
exercisable within sixty days) and excludes 85,000 shares that are subject
to options that are not exercisable within sixty days.
(12) Includes 57,500 shares that are not outstanding but are subject to
currently exercisable stock options (including those that become
exercisable within sixty days) and excludes 57,500 shares that are subject
to options that are not exercisable within sixty days.
(13) Includes 1,040,887 shares that are not outstanding but are subject to
currently exercisable options (including those that become exercisable
within sixty days) and excludes 491,613 shares that are subject to options
that are not exercisable within sixty days.
</FN>
</TABLE>
ELECTION OF DIRECTORS
Nominees
Directors are elected at each annual meeting of the stockholders and hold
office until their respective successors are elected and qualified. The Board of
Directors believes that the election to the Board of Directors of the persons
identified below, all of whom are currently serving as Directors of the Company
and have consented to continue to serve if elected, would be in the best
interests of the Company. The names of such nominees and certain biographical
information about them are set forth below:
Joe Thomas Malugen, age 48, co-founded the Company in 1985 and since that
time has been its Chairman of the Board and Chief Executive Officer. Prior to
the Company's initial public offering of Common Stock in August 1994, Mr.
Malugen had been a practicing attorney in the States of Alabama and Missouri
since 1978, but spent a majority of his time managing the operations of the
Company beginning in early 1992. Mr. Malugen received a B.S. degree in Business
Administration from the University of Missouri-Columbia, his J.D. from
Cumberland Law School, Samford University and his LL.M. (in Taxation) from New
York University Law School.
H. Harrison Parrish, age 52, co-founded the Company in 1985 and since that
time has been President and a Director of the Company. From December 1988 until
January 1992, Mr. Parrish was Vice President of Deltacom, Inc., a regional long
distance telephone provider. Mr. Parrish received a B.A. degree in Business
Administration from the University of Alabama.
5
<PAGE>
William B. Snow, age 68, was elected Vice Chairman of the Board in July
1994 and served as Chief Financial Officer from July 1994 until May 1996. Since
May 1996, Mr. Snow has continued to serve as Vice Chairman of the Board and has
served as a consultant to the Company. Mr. Snow was the Executive Vice President
and Chief Financial Officer and a Director of Consolidated Stores Corporation, a
publicly held specialty retailer, from 1985 until he retired in June 1994. Mr.
Snow is a director of Homeland Stores, Inc., a publicly traded company. Mr. Snow
is a Certified Public Accountant, and he received his Masters in Business
Administration from the Kellogg Graduate School of Management at Northwestern
University and his Masters in Taxation from DePaul University.
Sanford C. Sigoloff, age 69, became a director of the Company in September
1994. Since 1989, Mr. Sigoloff has been Chairman of the Board, President and
Chief Executive Officer of Sigoloff & Associates, Inc., a management consulting
company. In August 1989, LJ Hooker Corporation, a client of Sigoloff &
Associates, Inc., appointed Mr. Sigoloff to act as its Chief Executive Officer
during its reorganization under Chapter 11 of the United States Bankruptcy Code.
From March 1982 until 1988, Mr. Sigoloff was Chairman of the Board, President,
and Chief Executive Officer of Wickes Companies, Inc., one of the largest
retailers in the United States. Mr. Sigoloff is a director of Kaufman and Broad
Home Corporation, a publicly held company. In addition, Mr. Sigoloff is an
adjunct full professor at the John E. Anderson Graduate School of Management at
the University of California at Los Angeles.
Philip B. Smith, age 64, became a director of the Company in September
1994. Since June 1998, Mr. Smith has served as Vice Chairman of the Board of
Laird & Co., LLC, a merchant bank. In addition, from 1991 until August 1998, Mr.
Smith served as Vice Chairman of the Board of Spencer Trask Securities
Incorporated, an investment banking firm. Mr. Smith is a founding General
Partner of Lawrence Venture Associates, a venture capital limited partnership
headquartered in New York City. From 1981 to 1984, he served as Executive Vice
President and Group Executive of the worldwide corporations group at Irving
Trust Company. Prior to joining Irving Trust Company, he was at Citibank for 15
years, where he founded Citicorp Venture Capital as President and Chief
Executive Officer. Since 1988, he has also been the managing general partner of
Private Equity Partnership, L.P. Mr. Smith is a director of the following
publicly held companies: KLS EnviroResources, Inc.; Digital Video Systems, Inc.;
and Careside, Inc. In addition, Mr. Smith is an adjunct professor at Columbia
University Graduate School of Business.
Joseph F. Troy, age 61, became a director of the Company in September 1994.
Mr. Troy is the founder and has been a member of the law firm of Troy & Gould
Professional Corporation since May 1970. Mr. Troy is also a director of
Argoquest, Inc., an Internet infrastructue company.
The shares of each properly executed unrevoked proxy will be voted FOR the
election of all of the above named nominees unless the stockholder executing
such proxy indicates that the proxy shall not be voted for all or any one of the
nominees. If for any reason any nominee should, prior to the Annual Meeting,
become unavailable for election as a Director, an event not now anticipated, the
proxies will be voted for such substitute nominee, if any, as may be recommended
by the Board of Directors. In no event, however, shall the proxies be voted for
a greater number of persons than the number of nominees named.
Meetings; Attendance; Committees
The Board of Directors of the Company held five meetings during the fiscal
year ended January 2, 2000. Each director during the past fiscal year attended
at least 75% of the total number of the Company's Board meetings and committee
meetings (on which such director served) held during the fiscal year ended
January 2, 2000, except for Mr. Sigoloff who attended two of the five Board
meetings.
The Board of Directors of the Company has an Audit Committee and a
Compensation Committee but does not have a Nominating Committee. The members of
the Audit Committee currently are Messrs. Sigoloff, Smith and Troy. The Audit
Committee met six times during the last fiscal year. The duties of the Audit
Committee are to review and act or report to the Board of Directors with respect
to various audit and accounting matters, including the annual audits of the
Company (and their scope), the annual selection of the independent auditors of
the Company, the nature of the services to be performed by and the fees to be
paid to the independent auditors of the Company, and the rendering of "fairness"
determinations concerning transactions between the Company and its directors and
officers. The members of the Compensation Committee currently are Messrs.
Sigoloff, Smith and Snow. The Compensation Committee held one meeting during the
year ended January 2, 2000. The Compensation Committee's duties are set forth in
the "Joint Report of the Board of Directors and Compensation Committee on
Executive Compensation."
6
<PAGE>
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
Executive Compensation
The following table sets forth the compensation for services in all
capacities to the Company for the fiscal year ended January 2, 2000, January 3,
1999, and January 4, 1998, for the Chief Executive Officer of the Company and
the four highest paid executive officers of the Company whose total annual
salary and bonus exceeded $100,000 (collectively referred to as the "Named
Executives"):
<TABLE>
Summary Compensation Table
<CAPTION>
Long-Term
Compensation Awards
-------------------
Shares of
Compensation Other Common Stock
Period --------------------- Annual Underlying All Other
Name and Principal Position Ended Salary Bonus Compensation Options Compensation
- ------------------------------ --------------- -------- -------- ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Joe Thomas Malugen January 2, 2000 $207,692 $ -- $26,160 (1) -- $ --
Chairman and January 3, 1999 200,000 -- 26,160 (1) -- --
Chief Executive Officer January 4, 1998 200,000 -- 25,617 (1) -- 44,551
H. Harrison Parrish January 2, 2000 207,692 -- 26,160 (1) -- --
President and Director January 3, 1999 200,000 -- 26,160 (1) -- --
January 4, 1998 200,000 -- 25,617 (1) -- 46,111
J. Steven Roy January 2, 2000 182,067 62,572 8,160 (1) 60,000 (3) --
Executive Vice President and January 3, 1999 153,654 6,999 8,160 (1) 20,000 (3) --
Chief Financial Officer January 4, 1998 145,885 21,169 7,617 (1) 110,000 (4) --
S. Page Todd January 2, 2000 142,885 29,300 8,160 (1) 30,000 (3) --
Senior Vice President, January 3, 1999 128,654 5,826 8,160 (1) 10,000 (3) --
Secretary and General Counsel January 4, 1998 121,923 14,977 7,537 (1) 100,000 (4) --
Steven M.Hamil January 2, 2000 129,561 35,499 6,000 (1) 40,000 (3) --
Senior Vice President-Finance, January 3, 1999 110,769 4,260 6,000 (1) 10,000 (3) --
and Chief Accounting Officer January 4, 1998 88,673 12,981 6,000 (1) 40,000 (4) --
<FN>
- ------------------------------
(1) Automobile allowance.
(2) Payments pursuant to Tax Indemnification Agreement with respect to
Company's status as an S Corporation prior to the initial public offering.
See "Certain Relationships and Related Transactions."
(3) Includes options granted under the Company's 1994 Stock Option Plan, as
amended, which become exercisable in four equal annual installments,
commencing on the first anniversary of the date of grant.
(4) Includes options granted under the Company's 1994 Stock Option Plan, as
amended, which become exercisable in three equal annual installments,
commencing on the date of grant.
</FN>
</TABLE>
7
<PAGE>
Director Compensation. Members of the Board of Directors who are not
officers of the Company receive an annual fee of $16,000 and receive fees of
$1,000 for each Board meeting and $500 for each committee meeting they attend.
The Company has granted, at or above the fair market value of the Common Stock
on the date of the grant, vested options to purchase 110,000 shares of Common
Stock to each of Messrs. Sigoloff and Smith, vested options to purchase 135,000
shares of Common Stock to Mr. Troy, and vested options to purchase 145,000
shares of Common Stock to Mr. Snow.
Employment and Consulting Arrangements. Messrs. Malugen and Parrish have
entered into two-year employment agreements with the Company, effective August
1994, which are automatically renewed annually unless notice is delivered by
either party six months prior to the end of the term. The agreements were
amended in April 2000, to increase the base annual salary payable to Messrs.
Malugen and Parrish. Under the terms of the agreements, as amended, Messrs.
Malugen and Parrish currently receive an annual base salary of $400,000, subject
to increase by the Compensation Committee, and each of them is eligible to
receive a bonus in an amount to be determined annually by the Board of
Directors. In the event of the death of either Mr. Malugen or Mr. Parrish, his
legal representative will be entitled to receive compensation through the last
day of the calendar month in which his death occurred as well as a $50,000
payment. If either Mr. Malugen or Mr. Parrish becomes disabled such that he is
unable to perform his duties under his employment agreement, he shall be
entitled to receive 100% of his salary for a 90-day period. In addition to
salary and bonus, the Company is required to provide each of Messrs. Malugen and
Parrish with a monthly car allowance of $2,180.
Messrs. Roy, Todd, and Hamil have each entered into one-year employment
agreements with the Company, each effective November 1997, which are
automatically renewed annually unless notice is delivered by either party thirty
days prior to the end of the term. Under the terms of the agreements, Messrs.
Roy, Todd, and Hamil receive an annual base salary subject to increase by the
Compensation Committee, currently $292,000, $203,000 and $205,000, respectively,
and are eligible for a bonus under the Company's bonus plan. The agreements also
provide for, among other things, an automobile allowance and other benefits
applicable to executive personnel. The employment agreements provide for
termination by the Company for cause at any time. In the event the Company
chooses to terminate the executive's employment for reasons other than for cause
or for disability, or in the event of the executive's resignation from the
Company upon constructive termination (i.e., removal of the executive from his
elected position or material change in the functions, duties or responsibilities
of the executive without his consent, in either event, other than for cause or
voluntary termination, or material, non-voluntary reduction in base salary and
eligibility for bonus amounts), the executive would be entitled to an amount
equal to twelve months of base salary. In the event of a change in control, as
defined in the agreements, Messrs. Roy, Todd and Hamil would each be entitled to
receive an amount equal to eighteen months of base salary. Mr. Hamil resigned
from the Company effective as of May 12, 2000.
Mr. Snow has entered into an oral agreement with the Company, effective
January 1, 2000, pursuant to which he serves as a consultant to the Company on a
monthly basis. Under such agreement he receives a consulting fee of $5,000 per
month through April 2000, decreasing to $1,667 per month beginning in May 2000.
Either party may terminate the agreement on thirty days notice to the other
party, and in the event of his death or permanent disability, the agreement
shall immediately terminate.
8
<PAGE>
Stock Options. The following tables set forth certain information with
respect to stock options granted by the Company to the Named Executives during
the fiscal year ended January 2, 2000, stock option exercises during that year
and the value of unexercised stock options at that year's end.
<TABLE>
OPTION GRANT TABLE
Option Grants during the Fiscal Year ended January 2, 2000
<CAPTION>
Potential Realizable
Value at Assumed
Annual Rates of Stock
Price Appreciation for
Individual Grants Option Term
-------------------------------------------------------- -----------------------
Number of
Shares of % of Total
Common Stock Options
Underlying Granted to Exercise
Options Employees in Price Expiration
Name Granted Fiscal Year ($/Sh) (1) Date (2) 5% 10%
- ------------------ ------------ ------------ ---------- ---------- ------- --------
<S> <C> <C> <C> <C> <C> <C>
J. Steven Roy 60,000 (3) 13.51% 4.125 12/13/09 155,651 394,451
S. Page Todd 30,000 (3) 6.76% 4.125 12/13/09 77,826 197,226
Steven M. Hamil 40,000 (3) 9.01% 4.125 12/13/09 103,768 262,968
- --------------------
<FN>
(1) The exercise price and tax withholding related to exercise may be paid by
delivery of already owned shares or by offset of the underlying shares,
subject to certain conditions. Under the terms of the Company's stock
incentive plan, the administrator of the stock option plan retains
discretion, subject to plan limits, to modify the terms of outstanding
options and to reprice the options.
(2) The options were granted for a term of 10 years, subject to earlier
termination in certain events related to termination of employment.
(3) These options were granted "at or above market" on the date of grant and
become exercisable in four equal annual installments beginning on the date
of grant.
</FN>
</TABLE>
<TABLE>
OPTION EXERCISES AND YEAR-END VALUE TABLE
Aggregated Option Exercises in Last Fiscal Year
And Year-End Option Values
<CAPTION>
Number of
Shares of
Common Stock Value of
Underlying Unexercised
Unexercised In-the-money
Shares Options Options
Acquired at Year-End at Year-End (1)
On Value ------------------------- -------------------------
Name Exercise Realized Exercisable/Unexercisable Exercisable/Unexercisable
- ----------------- -------- -------- ------------------------- -------------------------
<S> <C> <C> <C> <C>
J. Steven Roy -- -- 180,000/85,000 48,125/11,250
S. Page Todd -- -- 189,500/45,500 43,750/5,625
Steven M. Hamil -- -- 57,500/57,500 17,500/7,500
<FN>
- -------------
(1) Market value of underlying securities at year-end $4.3125, minus the
exercise price of "in-the-money" options.
</FN>
</TABLE>
9
<PAGE>
COMPENSATION COMMITTEE INTERLOCKS AND
INSIDER PARTICIPATION
Messrs. Sigoloff, Smith and Snow currently serve as members of the
Compensation Committee. Mr. Troy, who is a Director of the Company and also a
member of its Executive and Audit Committees is a member of the law firm of Troy
& Gould Professional Corporation ("Troy & Gould"). During the fiscal year ended
January 2, 2000, the Company paid Troy & Gould $83,050 for legal services
rendered.
Notwithstanding anything to the contrary set forth in any of the Company's
previous or future filings under the Securities Act of 1933, as amended (the
"Securities Act"), or the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), that might incorporate by reference previous or future filings,
including this Proxy Statement, in whole or in part, the following report and
the Performance Graph on page 10 hereof shall not be incorporated by reference
into any of such filings.
JOINT REPORT OF THE BOARD OF DIRECTORS AND THE COMPENSATION
COMMITTEE ON EXECUTIVE COMPENSATION
The Compensation Committee ("Committee") of the Company is composed of
outside directors. The Committee reviews the compensation levels and benefits of
the Chief Executive Officer, the President and other executive officers of the
Company at least annually. The Committee attempts to establish compensation
structures which reward past performance and which serve to retain and provide
incentive to the executive officers. The primary components of the Company's
compensation structure are base salary, bonuses and stock option grants.
Base Salary. In determining the base salaries of executives, the Committee
considers a variety of factors, which include the overall financial performance
of the Company as well as the executive's performance, job responsibilities,
current and long-term value to the Company, length of service and
qualifications. These factors vary in importance and are not necessarily
weighted equally. Although much of the base salary determination is subjective,
the evaluations and recommendations of superiors provide necessary insight to
the Committee.
Bonus Plan. The Company's executive officer bonus plan ("Bonus Plan") is
intended to recognize and reward contributions to the Company. The Bonus Plan is
an annual plan which provides for clearly defined and quantifiable individual
performance objectives. Individual performance ratings are then subject to a
Corporate Performance Multiplier based upon the attainment of predetermined
Company operating cash flow objectives. Bonuses were paid to all of the
executive officers of the Company for the fiscal year ended January 2, 2000,
except for Messrs. Malugen and Parrish. The amount of these bonuses was
determined by Messrs. Malugen and Parrish. The payment of bonuses and the
general performance criteria were reviewed by the Committee, which delegated to
Messrs. Malugen and Parrish the authority to fix bonuses for each executive
officer of the Company other than themselves.
Stock Option Grants. The Company believes that equity ownership by
executive officers provides incentive to build stockholder value and align the
interests of executive officers with the interests of stockholders. Upon hiring
executive officers and other key employees, the administrator of the Stock
Option Plan (currently the entire Board of Directors and hereinafter "Plan
Administrator") will typically recommend stock option grants to those persons
under the Stock Option Plan, subject to applicable vesting periods. Thereafter,
the Plan Administrator will consider awarding grants, usually on an annual
basis. The Board of Directors believes that these additional annual grants will
provide incentive for executive officers to remain with the Company. Options
will be granted at or above the market price of the Company's Common Stock on
the date of grant and, consequently, will have value only if the price of the
Company's Common Stock increases over the exercise price. The size of the
initial grant will usually be determined based upon prior grants to other
executive officers and key employees. In determining the size of the periodic
grants, the Plan Administrator will consider various factors, including the
amount of any prior option grants, the executive's or employee's performance
during the current fiscal year and his or her expected contributions during the
following fiscal year.
10
<PAGE>
Compensation of the Chief Executive Officer and President. The Committee
has reviewed and approved the annual salary of $400,000 for each of Messrs.
Malugen and Parrish. This annual salary was established by the Committee in
March 2000, pursuant to an amendment to their employment agreements which were
entered into prior to the Company's initial public offering in August 1994. In
establishing this annual salary, the Committee considered the financial results
of the Company, the individual job performance of Mr. Malugen and Mr. Parrish,
the fact that neither Mr. Malugen nor Mr. Parrish had received any increase in
salary, or been paid any bonus, since prior to the Company's initial public
offering, and that their compensation was considerably lower than the
compensation of their peers in the industry and other publicly held companies of
comparable size. Neither Mr. Malugen nor Mr. Parrish was paid a bonus under
their employment agreements for the fiscal year ended January 2, 2000. They are
eligible to receive a bonus for the current fiscal year in an amount to be
determined by the Committee.
The Board of Directors and the Compensation Committee provide the foregoing
report on executive compensation for inclusion in the proxy statement:
Joe Thomas Malugen
H. Harrison Parrish
William B. Snow
Sanford C. Sigoloff
Philip B. Smith
Joseph F. Troy
11
<PAGE>
COMPANY PERFORMANCE
The following graph sets forth a comparison of cumulative total returns for
the Company's common stock, the Nasdaq Stock Market (U.S. Companies) and a peer
group selected by the Company for the period during which the Company's Common
Stock has been registered under Section 12 of the Exchange Act. The peer group
consists of companies whose primary business is the operation of video specialty
stores, specifically, Blockbuster, Inc., which is listed on the New York Stock
Exchange, Hollywood Entertainment Corporation, which is listed on the Nasdaq
National Market, and Video Update, Inc. and West Coast Entertainment Corp., each
of which is traded on the Over-The-Counter Bulletin Board (collectively, "New
Peer Group"). The New Peer Group consists of those companies against which the
Company's performance is generally compared in industry analyst reports. The
peer group used in the previous year ("Old Peer Group") consisted of all the
members of the New Peer Group, except Blockbuster, Inc., which was not
previously included in the peer group because it was not a publicly traded
company until August 1999. The returns for the Old Peer Group and New Peer Group
were weighted according to each issuer's market capitalization.
<TABLE>
Comparison of Cumulative Total Return
<CAPTION>
8/2/94 12/30/94 12/29/95 1/3/97 1/2/98 12/31/98 12/31/99
------ -------- -------- ------ ------ -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
Movie Gallery, Inc. $100 $173 $203 $ 87 $ 20 $ 48 $ 29
Nasdaq Stock Market
(U. S. Companies) $100 $104 $148 $184 $224 $314 $582
New Peer Group $100 $139 $ 79 $147 $ 72 $167 $ 80
Old Peer Group $100 $139 $ 79 $147 $ 72 $167 $ 85
</TABLE>
The graph assumes that the value of the investment in the Company's Common
Stock, the Nasdaq Stock Market (U.S. Companies), the Old Peer Group and the New
Peer Group each was $100 on August 2, 1994, and that all dividends were
reinvested.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company leases approximately 6,500 square feet out of a total of 23,000
square feet of corporate office space from Messrs. Malugen and Parrish. On June
1, 1994, the Company entered into a three-year lease (with two two-year options)
with respect to such space, which provides for monthly rental payments of
$3,650. The terms of the lease were not negotiated at arm's length, but the
Company believes that they are fair and reasonable and are comparable to those
terms which could have been obtained from a nonaffiliated third party. For the
fiscal year ended January 2, 2000, the total amount of lease payments made by
the Company to Messrs. Malugen and Parrish was $43,800.
In connection with the acquisition of Home Vision Entertainment, Inc. in
June 1996, the Company acquired a debt obligation which requires payments to be
made to William G. Guerrette, Sr. in the amount of $20,000 per month until
December 1, 2002. During the fiscal year ended January 2, 2000, loan payments to
Mr. Guerrette totaled $240,000. The outstanding balance of this obligation on
January 2, 2000, was $231,142. In April 1997, William G. Guerrette, Jr.,
formerly Executive Vice President and Chief Operating Officer of Home Vision
Entertainment, Inc., joined the Company as Vice President-Sales. In December
1997, Mr. Guerrette was promoted to Senior Vice President-Sales and in June
1999, he became Senior Vice President - E-Commerce.
12
<PAGE>
The Company and Messrs. Malugen and Parrish entered into a Tax
Indemnification Agreement with respect to the Company's status as an S
corporation prior to the Company's initial public offering in August 1994.
Pursuant to that agreement, the Company is obligated to indemnify each of them
for any federal or state income tax liability they may incur on any increase in
taxable income resulting from a final determination of any adjustment with
respect to the Company's income or deductions from April 1992 through the
termination of the Company's S corporation status in August 1994 (the "S
Period"). Pursuant to this agreement, the Company paid Messrs. Malugen and
Parrish $44,551 and $46,111, respectively, in the fiscal year ended January 4,
1998, as a final settlement of federal and state tax liability from the "S
Period" as a result of an Internal Revenue Service Examination which was
resolved in 1996.
The Company has entered into separate but identical indemnity agreements
(the "Indemnity Agreements") with each director of the Company (the
"Indemnities"). The Indemnity Agreements provide that the Company will indemnify
each Indemnitee to the fullest extent authorized or permitted by law against
payment of and liability for any and all expenses actually and reasonably
incurred by the Indemnitee, including, but not limited to, judgments, fines,
settlements and expenses of defense, payable by reason of the fact that the
Indemnitee is or was a director and/or officer of the Company or is or was
serving, at the request of the Company, as a director, officer, employee or
agent of another corporation, provided it is determined that the Indemnitee
acted in good faith and in a manner that he reasonably believed to be in or not
opposed to the best interests of the Company and, in the case of a criminal
proceeding, had no reasonable cause to believe that his conduct was unlawful.
The Indemnity Agreements also provide that all costs and expenses incurred by
the Indemnitee in defending or investigating such claim shall be paid by the
Company unless the Company, independent legal counsel or the stockholders of the
Company determine that: (i) the Indemnitee did not act in good faith and in a
manner that he reasonably believed to be in or not opposed to the best interests
of the Company; (ii) in the case of any criminal action or proceeding, the
Indemnitee had reasonable cause to believe his conduct was unlawful; or (iii)
the Indemnitee intentionally breached his duty to the Company or its
stockholders.
The Company believes that the terms of all transactions described above are
no less favorable than terms that could have been obtained from third parties.
All transactions between the Company and its officers or directors are subject
to approval by a majority of the disinterested members of the Board of
Directors.
AMENDMENT TO THE COMPANY'S 1994 STOCK PLAN, AS AMENDED,
TO INCREASE THE NUMBER OF SHARES COVERED BY THE PLAN
The Board of Directors has approved, and has voted to recommend to the
stockholders that they approve, an amendment to the Company's 1994 Stock Plan,
as amended (the "Plan"), to increase the number of shares of Common Stock that
may be issued upon the exercise of options provided under the Plan from
2,600,000 shares to 3,000,000 shares. It is proposed that Section 4 of the Plan
be amended to provide as follows:
"4. Stock Subject to Plan. There shall be reserved for issuance under the
Plan 3,000,000 shares of Common Stock of the Company ("Stock") or the
number of shares of Stock, which, in accordance with the provisions of
Section 13 hereof, shall be substituted therefor. Such shares may be
treasury shares. If an option or stock appreciation right granted
under the Plan shall expire or terminate for any reason without having
been exercised in full, shares subject to the unexercised portion
thereof shall again be available for the purposes of the Plan."
13
<PAGE>
The Board of Directors believes that its existing stock option plan has
played, and will continue to play, a major role in enabling the Company to
attract certain officers, directors and other key employees. Options granted to
such individuals provide them with long-term incentives that are consistent with
the Company's compensation policy of providing compensation that is closely
related to the performance of the Company. As of the date of this Proxy
Statement, approximately 158,887 options remained available for grant under the
Plan. To allow the Company to continue to obtain the benefit of incentives
available under the Plan, the Company's Board of Directors has adopted and
recommended for submission to the stockholders for their approval, a proposal to
increase the number of shares that may be issued upon the exercise of options
granted under the Plan. Pursuant to Section 16 of the Plan, this increase must
be approved by the affirmative vote of a majority of the shares of the Company's
Common Stock represented in person or by proxy and voting at the Annual Meeting,
assuming that a quorum is present.
STOCK OPTION GRANTS
The following table sets forth, with respect to the Named Executives, all
current executive officers as a group, all current non-employee directors as a
group, and all non-executive officers and employees as a group, the number of
shares of Common Stock subject to options granted under the Plan as of April 14,
2000, and the average per-share exercise price of such options.
<TABLE>
<CAPTION>
Options Granted
Number of Average
Name of Individual Shares Subject Per-Share
or Identity of Group To Options Exercise Price(1)
- ------------------------------------------------------- -------------- -----------------
<S> <C> <C>
Joe Thomas Malugen 0 $ 0.00
H. Harrison Parrish 0 0.00
S. Page Todd 235,000 11.46
J. Steven Roy 265,000 9.84
Steven M. Hamil 115,000 6.28
Executive Officer group (11 persons) 1,032,500 7.60
Non-employee director group (4 persons) 500,000 13.14
Non-executive officers and employee group (119 persons) 586,912 8.64
<FN>
- ------
(1) These amounts are based on a weighted average exercise price that is
obtained by multiplying all options by their exercise price and then
dividing by the total number of options for such category. The closing
price of the Common Stock issuable upon the exercise of options under the
Plan as of April 14, 2000, was $4.06 per share.
</FN>
</TABLE>
The following is a summary of the Plan.
General. The Plan Administrator has the authority to grant either
"incentive stock options" within the meaning of Section 422 of the Internal
Revenue Code of 1986, as amended, non-statutory stock options, stock
appreciation rights and other incentive grants. The Plan provides that options
may be granted thereunder to key employees, officers, directors or other persons
providing significant services to the Company.
Administration. The Plan provides that it shall be administered by a
committee established by the Board of Directors comprised of two or more
"Non-Employee Directors" of the Board, as defined in Rule 16b-3 under the
Exchange Act or any successor rule thereto, or by the full Board.
Terms of Grants. The Plan Administrator determines the terms of grants of
options, stock appreciation rights ("SARs"), shares of restricted stock or stock
bonuses under the Plan. Each grant of an option, SAR or restricted stock is
evidenced by a stock option agreement, stock appreciation right agreement or
restricted stock agreement. Grants are also subject to the following terms and
conditions:
14
<PAGE>
(a) Stock Options. The term of each option and the manner in which it
may be exercised are determined by the Plan Administrator; provided, however,
that no option may be exercisable more than ten years after the date of grant
or, in the case of an incentive stock option to an eligible employee owning more
than 10% of the Company's outstanding securities, no more than five years.
Payment for the shares purchased upon exercise of an option may be in cash, or
with the Plan Administrator's consent, in shares of the Company's Common Stock.
The Plan provides that the aggregate fair market value (determined at the time
the option is granted) of the Common Stock with respect to which incentive stock
options are exercisable for the first time by an optionee during any calendar
year shall not exceed $100,000.
(b) Terms of Stock Appreciation Rights. The Plan Administrator may
grant SARs either alone or in conjunction with all or part of an option. Upon
the exercise of an SAR, a holder generally is entitled, without payment to the
Company, to receive from the Company in exchange therefor an amount equal to the
value of the excess of the fair market value on the date of exercise of one
share of Common Stock over its fair market value on the date of grant (or, in
the case of an SAR granted in connection with an option, the excess of the fair
market value of one share of Common Stock over the option price per share under
the option to which the SAR relates), multiplied by the number of shares covered
by the SAR or the option, or portion thereof, that is surrendered. Payment by
the Company upon exercise of an SAR may be made in Common Stock valued at fair
market value, in cash, or partly in Common Stock and partly in cash, all as
determined by the Plan Administrator.
An SAR is exercisable only at the time or times established by the
Plan Administrator. If an SAR is granted in connection with an option, the
following rules also apply: (1) the SAR is exercisable only to the extent and on
the same conditions that the related option could be exercised; (2) upon
exercise of the SAR, the option or portion thereof to which the SAR relates
terminates; and (3) upon exercise of the option, the related SAR or portion
thereof terminates.
(c) Terms of Restricted Stock and Stock Bonuses. The purchase price of
restricted shares of Common Stock offered for sale under the Plan, the vesting
schedule and all other terms, conditions and restrictions of the issuance of
restricted stock will be determined by the Plan Administrator, in its
discretion, subject to the terms of the Plan. The restrictions may include
restrictions concerning transferability, repurchase by the Company and
forfeiture of the shares issued. The restricted stock may be issued for such
consideration (including promissory notes and services) as determined by the
Plan Administrator.
Upon sale and issuance of restricted stock or stock bonuses to an
officer, key employee or other person providing significant services to the
Company, the Company will issue certificates evidencing the stock but will
retain possession of the certificates until the shares have vested, at which
time the certificates representing the vested shares will be delivered to the
issuee. In the event the restricted stock is paid for by delivery of a
promissory note, however, all restricted stock generally will be required to be
pledged to the Company until the promissory note relating thereto is paid in
full.
A person who receives restricted stock or a stock bonus will be
entitled to vote the stock and to receive any dividends or other distributions
declared with respect to the stock so long as he remains in the employ of or
continues to provide services to the Company; provided, however, that all
dividends or other distributions paid by the Company with respect to such shares
of stock shall be retained by the Company until the shares of Common Stock are
no longer subject to forfeiture or repurchase, at which time all accumulated
amounts will be paid to the recipient.
(d) All Grants
(i) Termination of Employment. If the holder's employment
terminates for any reason other than death, disability or retirement, options
and SARs under the Plan may be exercised no later than 30 days after such
termination and may be exercised only to the extent the option or SAR was
exercisable as of the date of such termination. If the holder's employment
terminates because of the retirement or disability of the holder, then options
and SARs under the Plan may be exercised no later than three months after such
termination and may be exercised only to the extent the options or SARs were
exercisable at the date of such retirement or disability. If a holder's
employment terminates, any non-vested portions of restricted stock awards or
stock bonuses will be repurchased by the Company at a price equal to the
purchase price paid therefor, subject to any applicable restrictions on the
repurchase of shares by the Company.
15
<PAGE>
(ii) Death of Holder. If a holder should die while employed by
the Company, options and SARs may be exercised at any time within twelve months
after death, but only to the extent the options and SARs would have been
exercisable on the date of death.
(iii) Non-Transferability of Awards. Options and SARs are
non-transferable by the holder other than by will or the laws of descent and
distribution, or, except in the case of incentive stock options, pursuant to a
qualified domestic relations order defined under the Internal Revenue Code of
1986 or Title I of the Employee Retirement Income Security Act, and is
exercisable during the holder's lifetime only by such holder, or, in the event
of death, by the holder's estate or by a person who acquires the right to
exercise the option or SARs by bequest or inheritance.
Federal Income Tax Aspects. The following is a brief summary of certain of
the Federal income tax consequences of certain transactions under the Plan based
on Federal income tax laws in effect on January 1, 2000. This summary is not
intended to be exhaustive and does not describe state or local tax consequences.
(a) Nonqualified Stock Options. In general, (i) no income will be
recognized by an optionee at the time a nonqualified stock option is granted;
(ii) at exercise, ordinary income will be recognized by the optionee in an
amount equal to the difference between the option price paid for the shares and
the fair market value of the shares, if unrestricted, on the date of exercise;
and (iii) at sale, appreciation (or depreciation) after the date of exercise
will be treated as either short-term or long-term capital gain (or loss)
depending on how long the shares have been held. Legislation passed last year
reduces the maximum capital gains rate to 20% for shares held for more than
eighteen months. The Company will generally be entitled to a deduction equal to
the amount of ordinary income recognized by the optionee.
(b) Incentive Stock Options. In general, no income will be recognized
by an optionee upon the grant or exercise of an incentive stock option (although
the difference between the value of the shares and the exercise price at the
date of exercise is treated as income for purposes of the alternative minimum
tax). If shares of Common Stock are issued to the optionee pursuant to the
exercise of an incentive stock option, and if no disqualifying disposition of
such shares is made by such optionee within two years after the date of grant or
within one year after the issuance of such shares to the optionee, then upon the
sale of such shares, any amount realized in excess of the option price will be
taxed to the optionee as a long-term capital gain and any loss sustained will be
a long-term capital loss.
If shares of Common Stock acquired upon the exercise of an incentive
stock option are disposed of prior to the expiration of either holding period
described above, the optionee generally will recognize ordinary income in the
year of disposition in an amount equal to the excess (if any) of the fair market
value of such shares at the time of exercise (or, if less, the amount realized
on the disposition of such shares if a sale or exchange) over the option price
paid for such shares. Any further gain or any loss realized by the participant
generally will be taxed as short-term or long-term capital gain or loss
depending on the holding period. The Company will generally be entitled to a
deduction equal to the amount of ordinary income recognized by the optionee.
(c) Stock Appreciation Rights. There are no federal tax consequences
to the recipient of an SAR upon its grant. A holder exercising SARs will
generally recognize compensation income in an amount equal to the amount of cash
and/or the then fair market value of the shares of Common Stock received upon
exercise of the SAR in the tax year in which payment is made in respect of the
SAR. The Company will normally be entitled to a tax deduction for an equivalent
amount for the same year.
(d) Restricted Stock and Stock Bonuses. Restricted stock and stock bonuses
generally will not be taxable to the recipient until they have vested (i.e., the
date when they are no longer subject to repurchase by the Company or, if the
recipient is potentially subject to liability under Section 16(b) of the
Exchange Act, when a sale would not subject the shareholder to liability under
Section 16(b), whichever is later). The tax will be imposed at ordinary income
rates on the difference between the fair market value of the restricted stock on
the date of vesting and its issue price. Alternatively, the recipient may elect
under Section 83(b) of the Code to be taxed in the year he received the
restricted stock. If the recipient makes the Section 83(b) election, he will be
taxed at ordinary income rates on the difference between the fair market value
of the restricted stock on the date issued and its issue price, and no
additional tax will be imposed when the restricted stock vests. The Section
16
<PAGE>
83(b) election is irrevocable and must be made within 30 days of the issuance of
the restricted stock. Any subsequent increase or decrease in the fair market
value of the restricted stock will be taxed as a capital gain or loss when the
restricted stock is sold. In the event that a recipient of restricted stock
terminates employment during any vesting or other restriction period and
forfeits his shares, no deduction may be claimed for the income recognized by
reason of the Section 83(b) election. The Company generally will be entitled to
a deduction in the amount of the ordinary income reportable by the recipient for
the year in which it is reportable.
COMPLIANCE WITH SECTION 16(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors and executive officers, as well as persons who own more than
ten percent of the Company's Common Stock, to file with the Securities and
Exchange Commission (the "SEC") initial reports of beneficial ownership and
reports of changes in beneficial ownership of the Company's Common Stock.
Directors, executive officers and greater-than-ten-percent stockholders are
required by SEC regulations to furnish the Company with copies of all Section
16(a) forms they file.
Based solely on a review of copies of reports filed with the SEC and
submitted to the Company since January 4, 1999, and on written representations
by certain directors and executive officers of the Company, the Company believes
that all of the Company's directors and executive officers filed all required
reports on a timely basis during the past fiscal year.
SUBMISSION OF STOCKHOLDER PROPOSALS
Stockholders are advised that any stockholder proposal, including
nominations to the Board of Directors, intended for consideration at the 2001
Annual Meeting must be received by the Company no later than January 2, 2001, to
be included in the proxy material for the 2001 Annual Meeting. It is recommended
that stockholders submitting proposals direct them to the Company, c/o S. Page
Todd, Secretary of the Company, 739 West Main Street, Dothan, AL 36301, and
utilize certified mail, return-receipt requested in order to ensure timely
delivery.
OTHER MATTERS
The Board of Directors knows of no matter to come before the Annual
Meeting other than as specified herein. If other business should, however, be
properly brought before such meeting, the persons voting the proxies will vote
them in accordance with their best judgment.
THE STOCKHOLDERS ARE URGED TO COMPLETE, SIGN, AND RETURN PROMPTLY THE
ACCOMPANYING PROXY IN THE ENCLOSED ENVELOPE.
By Order of the Board of Directors
/s/ Joe Thomas Malugen
Joe Thomas Malugen
Chairman of the Board
May 15, 2000
17
<PAGE>
MOVIE GALLERY, INC.
COMMON STOCK
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned stockholder of Common Stock of MOVIE GALLERY, INC. (the
"Company") hereby appoints JOE THOMAS MALUGEN, and H. HARRISON PARRISH, and each
of them, proxies of the undersigned, each with full power to act without the
other and with the power of substitutions, to represent the undersigned at the
Annual Meeting of Stockholders of the Company to be held at the
Ritz-Carlton--Buckhead, 3434 Peachtree Road, NE, Atlanta, Georgia 30326 on
Tuesday, June 13, 2000, at 10:00 a.m. (Eastern Time), and at any adjournments
thereof, and to vote all shares of Common Stock of the Company standing in the
name of the undersigned with all the powers the undersigned would possess if
personally present, in accordance with the instructions on the reverse hereof,
and in their discretion upon such other business as may properly come before the
meeting.
The undersigned hereby revokes any other proxy to vote at such Annual
Meeting of Stockholders and hereby ratifies and confirms all that said proxies,
and each of them, may lawfully do by virtue hereof. The undersigned also
acknowledges receipt of the notice of Annual Meeting of Stockholders to be held
June 13, 2000, the Proxy Statement and the Annual Report to Stockholders for the
fiscal year ended January 2, 2000, furnished herewith.
THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE INSTRUCTIONS ON THE REVERSE
HEREOF, AND WILL BE VOTED IN FAVOR OF ANY MATTERS AS TO WHICH NO INSTRUCTIONS
ARE INDICATED. PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING
THE ENCLOSED ENVELOPE.
X Please mark votes as in this example.
1. Election of Directors. Nominees standing for election: Malugen, Parrish,
Snow, Sigoloff, Smith and Troy
___ FOR ___WITHHOLD AUTHORITY ___ ______________________________________
For all nominees except as noted above
2. Proposal to amend the Company's 1994 Stock Plan, as amended, to increase
from 2,600,000 to 3,000,000 the number of shares available for grant.
___ FOR ___ AGAINST ___ ABSTAIN
___ MARK HERE FOR ADDRESS CHANGE AND NOTE BELOW.
___ MARK HERE IF YOU PLAN TO ATTEND THE MEETING.
Signature:______________________________
Signature_______________________________
Date:___________________________________
Please sign exactly as name appears below.
When shares are held by joint tenants, both
should sign. When signing as attorney,
executor, administrator, trustee or guardian,
please give full title as such. If a
corporation, please sign in full corporate
name by President or other authorized
officer. If a partnership, please sign in
partnership name by authorized person.
