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SECURITIES AND EXCHANGE COMMISSION
the Securities Exchange Act of 1934
o | Preliminary Proxy Statement | |
o | Confidential, for Use of the Commission only (as permitted by Rule 14a-6(e)(2)) | |
þ | Definitive Proxy Statement | |
o | Definitive Additional Materials | |
o | Soliciting Material Pursuant to § 240 14a-12 |
þ | No fee required. | |
o | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
1) | Title of each class of securities to which transaction applies: | |||
2) | Aggregate number of securities to which transaction applies: | |||
3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (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: | |||
o | Fee paid previously with preliminary materials. | |
o | 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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803 11th Avenue
Sunnyvale, California 94089
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803 11th Avenue
Ronald E. F. Codd | Frank J. Fanzilli, Jr. | |
Bob L. Corey | Thomas L. Thomas |
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803 11th Avenue
Sunnyvale, California 94089
I. | INFORMATION ABOUT SOLICITATION AND VOTING |
II. | QUESTIONS AND ANSWERS |
Q: | Who can vote at the meeting? | |
A: | Our Board of Directors set May 26, 2006 as the record date for the meeting. All stockholders who owned our common stock at the close of trading on May 26, 2006 may attend and vote at the meeting. Each of these stockholders is entitled to one vote for each share held on all matters to be voted on at the meeting. On May 26, 2006, there were 42,751,544 shares of our common stock outstanding. | |
Q: | How many votes do you need to hold the meeting? | |
A: | A majority of our outstanding shares as of the record date must be present at the meeting in order to hold the meeting and conduct business. This presence is called a quorum. Your shares are counted as present at the meeting if you are present and vote in person at the meeting, or if you have properly submitted a proxy card. | |
Both abstentions and broker non-votes (described below) are counted as present for the purpose of determining the presence of a quorum. | ||
Q: | What are broker non-votes and how do they affect the voting results? | |
A: | Generally, broker non-votes occur when shares held by a broker for a beneficial owner are not voted with respect to a particular proposal because the broker does not receive voting instructions from the beneficial owner, and the broker lacks discretionary voting power to vote such shares. Brokers have discretionary authority under New York Stock Exchange rules to vote such shares for or against certain “routine” matters, including all of the proposals to be voted on at the meeting. If a broker votes shares with respect to which the |
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beneficial owner has not voted for or against a proposal presented in this Proxy Statement, the broker’s votes are taken into account in determining the outcome of that proposal. | ||
Q: | What shares that I own can be voted? | |
A: | You may vote all shares you owned as of the close of business on May 26, 2006, the record date for the meeting. You may have held these shares directly in your name as the stockholder of record, or the shares may have been held for you as the beneficial owner through a broker, bank or other nominee. | |
Q: | What proposals will be voted on at the meeting? | |
A: | There are two proposals scheduled for a vote at the meeting. They are: | |
• Proposal No. 1: To elect four directors to the Board of Directors, each to serve until our 2007 Annual Meeting of Stockholders or until his successor has been duly elected and qualified or until his earlier resignation or removal. | ||
• Proposal No. 2: To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2006. | ||
In addition, stockholders may be asked to consider and vote upon such other business as may properly come before the meeting or any adjournment or postponement thereof. However, we are not aware of any other business that will be considered and voted upon at the meeting or any adjournment or postponement thereof. | ||
Q: | What is Interwoven’s voting recommendation? | |
A: | The Board of Directors recommends that you vote your shares “FOR” each of the board nominees and “FOR” the appointment of Ernst & Young LLP as our independent registered public accountants for 2006. | |
Q: | What is the vote requirement to approve each of the proposals? | |
A: | For the election of directors under the first proposal, the four individuals nominated for election to the Board of Directors at the meeting receiving the highest number of “FOR” votes will be elected. You may either vote “FOR” all nominees or “WITHHOLD” your vote with respect to all nominees or any one or more of the nominees. If you sign your proxy card with no additional instructions, your shares will be counted as a “FOR” vote for each director nominee. | |
The second proposal requires the affirmative “FOR” vote by a majority of those shares present and entitled to vote at the meeting and that are voted “FOR” or “AGAINST” the proposal. You may vote “FOR” or “AGAINST” or “ABSTAIN” from voting on Proposal No. 2. If you abstain from voting on Proposal No. 2, it will have no effect on the outcome of the vote. If you sign your proxy card with no additional instructions, your shares will be voted “FOR” Proposal No. 2. | ||
Q: | How can I vote my shares in person at the meeting? | |
A: | Shares held directly in your name as the stockholder of record may be voted in person at the meeting. If you choose to vote this way, please bring the enclosed proxy card and proof of identification to the meeting. If you hold your shares in street name, you must request a legal proxy from your broker, bank or other nominee in order to vote at the meeting. | |
Q: | How can I vote my shares without attending the meeting? | |
A: | If you hold shares directly as a stockholder of record, you may vote your shares without attending the meeting by marking, signing and returning the enclosed proxy card in the enclosed postage prepaid envelope. Please refer to the summary instructions included on your proxy card. | |
If you hold your shares in street name, your broker, bank or other nominee will include a voting instruction card. You may vote your shares by marking and signing your proxy card and following the instructions provided by your broker, bank or other nominee and mailing it in the enclosed, postage prepaid envelope. Furthermore, the instructions provided by your broker, bank or other nominee may also provide for voting using the telephone or over the Internet. If your broker, bank or other nominee provides such an option and you wish to vote using the |
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telephone or over the Internet, then follow the instructions provided by them. If you provide specific voting instructions, your shares will be voted as you have instructed. | ||
Q: | How can I change my vote after I return my proxy? | |
A: | You may revoke your proxy and change your vote at any time before the final vote at the meeting. You may do this by signing a new proxy card with a later date, by delivering a written notice of revocation to our Secretary stating that the proxy is revoked or by attending the meeting and voting in person. Attending the meeting will not revoke your proxy unless you specifically request it. Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to vote at the meeting, you must bring to the meeting a letter from your broker, bank or other nominee confirming your beneficial ownership of the shares and that your broker, bank or other nominee is not voting the shares at the meeting. | |
Q: | Who tabulates the results of the meeting and when will the results be announced? | |
A: | The preliminary voting results will be announced at the meeting. The final results will be published in our Quarterly Report onForm 10-Q for the quarter ending September 30, 2006. All votes will be tabulated by the inspector of elections appointed for the meeting, who will separately tabulate affirmative and negative votes, abstentions and broker non-votes. Voting results are certified by our transfer agent, American Stock Transfer & Trust Company. |
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Name of Nominee | Age | Principal Occupation | Director Since | |||||
Ronald E. F. Codd(1) | 50 | Independent Business Consultant | July 1999 | |||||
Bob L. Corey(1) | 54 | Independent Management Consultant | November 2003 | |||||
Frank J. Fanzilli, Jr.*(2)(3) | 49 | Independent Business Consultant | July 2002 | |||||
Thomas L. Thomas(1)(2) | 56 | Independent Management Consultant | February 2004 |
* | Chairman of the Board of Director | |
(1) | Member of the Audit Committee | |
(2) | Member of the Compensation Committee | |
(3) | Member of the Nominating and Governance Committee |
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• | A majority of the members of the Board of Directors shall be independent. | |
• | Our Chairman of the Board of Directors is an independent director who, among other duties, is responsible for presiding over executive sessions of independent directors. | |
• | The Audit, Compensation, and Nominating and Governance Committees consist solely of independent directors. |
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• | Independent directors meet without the presence of non-independent directors, if any, at regularly scheduled times and from time to time as deemed necessary or appropriate. | |
• | The Board of Directors periodically conducts a self-evaluation of the functioning of the Board of Directors and its committees. | |
• | Disclosure control policies and procedures are maintained in accordance with the requirements of the Sarbanes-Oxley Act of 2002. | |
• | Procedures and guidelines governing securities trades by our personnel are maintained, including quarterly trading blackouts applicable to all our employees. | |
• | The compensation of our executive officers is determined by the Compensation Committee, and our Chief Executive Officer is excluded from meetings in which his or her compensation is voted on or deliberated. |
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OF EACH OF THE NOMINATED DIRECTORS.
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Year Ended | ||||||||
December 31, | ||||||||
2005 | 2004 | |||||||
Audit fees | $ | 1,299,883 | $ | 622,453 | ||||
Audit-related fees | 149,360 | 177,565 | ||||||
Tax fees | — | 19,522 | ||||||
$ | 1,449,243 | $ | 819,540 | |||||
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• | each of our Named Executive Officers; | |
• | each of our directors and director nominees; | |
• | each person known by us to be the beneficial owner of more than 5% of our common stock; and | |
• | all of our executive officers and directors as a group. |
Shares Issuable | ||||||||||||
Amount of | Under Options | |||||||||||
Beneficial | Exercisable Within | Aggregate | ||||||||||
Name and Address of Beneficial Owner | Ownership(1) | 60 Days | Percentage | |||||||||
Marc C. Cohodes(2) | 4,021,968 | — | 9.4 | % | ||||||||
c/o Rocker Partners, L.P. | ||||||||||||
374 Millburn Avenue, Suite 205E | ||||||||||||
Millburn, New Jersey 07041 | ||||||||||||
Dimensional Fund Advisors Inc.(3) | 2,324,868 | — | 5.4 | |||||||||
1299 Ocean Avenue, 11th Floor | ||||||||||||
Santa Monica, CA 90401 | ||||||||||||
Roxbury Capital Management, LLC(4) | 2,153,659 | — | 5.0 | |||||||||
100 Wilshire Blvd, Suite 1000 | ||||||||||||
Santa Monica, CA 90401 | ||||||||||||
Martin W. Brauns(5) | 1,293,675 | 750,000 | 3.0 | |||||||||
John E. Calonico, Jr. | 328,159 | 321,533 | * | |||||||||
Scipio M. Carnecchia | 291,504 | 286,772 | * | |||||||||
Steven J. Martello | 288,750 | 288,750 | * | |||||||||
David A. Nelson-Gal | 94,934 | 93,334 | * | |||||||||
Anthony Zingale | 75,056 | 70,000 | * | |||||||||
Ronald E. F. Codd | 63,027 | 60,500 | * | |||||||||
Bob L. Corey | 56,898 | 56,898 | * | |||||||||
Thomas L. Thomas | 53,634 | 30,000 | * | |||||||||
Frank J. Fanzilli, Jr. | 50,000 | 50,000 | * | |||||||||
All 10 directors and executive officers as a group | 1,301,962 | 1,257,787 | 3.0 |
* | Less than 1% | |
(1) | Includes shares over which the person currently holds or shares voting or investment power. Also includes shares listed under “Shares Issuable Under Options Exercisable Within 60 Days.” | |
(2) | Number of shares beneficially owned is determined solely from information reported on Schedule 13G on April 26, 2006. | |
(3) | Number of shares beneficially owned is determined solely from information reported on Schedule 13G on February 6, 2006. |
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(4) | Number of shares beneficially owned is determined solely from information reported on Schedule 13G on February 14, 2006. | |
(5) | Includes 462,393 shares held of record by Martin W. Brauns and Margaret R. Brauns, trustees U/D/T 1/9/95. Mr. Brauns ceased serving as a director and our Chief Executive Officer on March 31, 2006. |
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Long Term | ||||||||||||||||||||
Compensation | ||||||||||||||||||||
Awards | ||||||||||||||||||||
Securities | ||||||||||||||||||||
Annual Compensation | Underlying | All Other | ||||||||||||||||||
Name and Principal Position | Year | Salary | Bonus | Options | Compensation(1) | |||||||||||||||
John E. Calonico, Jr. | 2005 | $ | 220,000 | $ | 81,900 | 20,000 | $ | 265 | ||||||||||||
Senior Vice President | 2004 | 210,000 | 156,600 | (2) | — | 264 | ||||||||||||||
and Chief Financial Officer | 2003 | 28,462 | 41,600 | 47,500 | 33 | |||||||||||||||
Scipio M. Carnecchia | 2005 | $ | 200,000 | $ | 340,239 | 70,000 | $ | 265 | ||||||||||||
Interim President and | 2004 | 187,500 | 258,998 | 115,000 | 240 | |||||||||||||||
Senior Vice President of | 2003 | 162,500 | 226,577 | 50,000 | 210 | |||||||||||||||
of Worldwide Sales | ||||||||||||||||||||
Steven J. Martello | 2005 | $ | 231,250 | $ | 157,246 | 90,000 | $ | 270 | ||||||||||||
Senior Vice President of | 2004 | 225,000 | 130,659 | 130,000 | 270 | |||||||||||||||
Consulting Services | 2003 | 225,000 | 52,000 | 25,000 | 270 | |||||||||||||||
David A. Nelson-Gal | 2005 | $ | 250,000 | $ | 81,900 | 10,000 | $ | 201 | ||||||||||||
Senior Vice President of | 2004 | 82,475 | 15,000 | 200,000 | 300 | |||||||||||||||
Engineering | 2003 | — | — | — | — | |||||||||||||||
Former Officer | ||||||||||||||||||||
Martin W. Brauns(3) | 2005 | $ | 400,000 | $ | 286,650 | 500,000 | $ | — | ||||||||||||
Former Chief Executive | 2004 | 350,000 | 289,800 | — | 360 | |||||||||||||||
Officer and Director | 2003 | 262,500 | 155,250 | 1,000,000 | 360 |
(1) | Represents life insurance premium payments. | |
(2) | Mr. Calonico joined Interwoven, Inc. in November 2003 in connection with the merger with iManage, Inc. The bonus reflected in 2003 for Mr. Calonico relates to amounts due under the iManage Incentive Compensation Plan which we paid following the merger. Mr. Calonico received a $50,000 retention bonus in 2004 associated with his employment with Interwoven. | |
(3) | Mr. Brauns ceased serving as our Chief Executive Officer on March 31, 2006. |
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Number of | ||||||||||||||||||||||||
Securities | Percentage of Total | Potential Realizable Value | ||||||||||||||||||||||
Underlying | Options Granted to | at Assumed Annual Rates of | ||||||||||||||||||||||
Options | Employees in | Exercise Price | Expiration | Stock Price Appreciation for Option Term | ||||||||||||||||||||
Name | Granted | 2005 | per Share | Date | 5% | 10% | ||||||||||||||||||
John E. Calonico, Jr. | 20,000 | 1.1 | % | $ | 9.43 | 1/10/2015 | $ | 118,610 | $ | 300,580 | ||||||||||||||
Scipio M. Carnecchia | 40,000 | 2.1 | % | 9.43 | 1/10/2015 | 237,219 | 601,160 | |||||||||||||||||
30,000 | 1.6 | % | 8.38 | 6/22/2015 | 158,104 | 400,667 | ||||||||||||||||||
Steven J. Martello | 40,000 | 2.1 | % | 9.43 | 1/10/2015 | 237,219 | 601,160 | |||||||||||||||||
50,000 | 2.7 | % | 8.38 | 6/22/2015 | 263,507 | 667,778 | ||||||||||||||||||
David A. Nelson-Gal | 10,000 | 0.5 | % | 9.43 | 1/10/2015 | 59,305 | 150,290 | |||||||||||||||||
Former Officer | ||||||||||||||||||||||||
Martin W. Brauns(1) | 300,000 | 16.0 | % | 8.81 | 3/7/2015 | 1,662,168 | 4,212,261 | |||||||||||||||||
200,000 | 10.6 | % | 8.38 | 6/22/2015 | 1,054,027 | 2,671,112 |
(1) | Mr. Brauns ceased serving as our Chief Executive Officer on March 31, 2006. |
Number of Securities | Value of Unexercised | |||||||||||||||||||||||
Shares | Underlying Unexercised | In-the-Money | ||||||||||||||||||||||
Acquired on | Value | Options at Year-End | Options at Year-End | |||||||||||||||||||||
Name | Exercise | Realized | Exercisable | Unexercisable | Exercisable | Unexercisable | ||||||||||||||||||
John E. Calonico, Jr. | — | $ | — | 321,533 | — | $ | 406,297 | $ | — | |||||||||||||||
Scipio M. Carnecchia | — | — | 284,168 | 8,333 | 33,867 | 15,583 | ||||||||||||||||||
Steven J. Martello | — | — | 286,146 | 8,854 | 24,360 | 10,890 | ||||||||||||||||||
David A. Nelson-Gal | — | — | 70,000 | 137,500 | 43,750 | 96,250 | ||||||||||||||||||
Former Officer | ||||||||||||||||||||||||
Martin W. Brauns(1) | — | 2,025,000 | — | 345,500 | — |
(1) | Mr. Brauns ceased serving as our Chief Executive Officer on March 31, 2006. |
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Ronald E. F. Codd (through March 2005)
Thomas L. Thomas
Anthony Zingale (through March 2005)
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AMONG INTERWOVEN, INC., THE NASDAQ STOCK MARKET (U.S.) INDEX
AND THE RDG INTERNET COMPOSITE INDEX
![(PERFORMANCE GRAPH)](https://capedge.com/proxy/DEF 14A/0000950134-06-011757/f21306def2130603.gif)
12/31/00 | 12/31/01 | 12/31/02 | 12/31/03 | 12/31/04 | 12/31/05 | ||||||||||||||||||||||||||
Interwoven, Inc. | 100.00 | 29.55 | 7.89 | 9.80 | 8.25 | 6.42 | |||||||||||||||||||||||||
NASDAQ Stock Market (U.S.) | 100.00 | 79.08 | 55.95 | 83.35 | 90.64 | 92.73 | |||||||||||||||||||||||||
RDG Internet Composite | 100.00 | 71.10 | 52.05 | 73.79 | 81.57 | 80.12 | |||||||||||||||||||||||||
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Ronald E. F. Codd
Thomas L. Thomas
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• | If you would like to recommend a director candidate for the next proxy meeting, you must submit the recommendations by mail to our Secretary at our principal executive offices, no later than the 120th calendar day before the date that we last mailed our Proxy Statement to stockholders in connection with the previous year’s annual meeting. |
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• | Recommendations for candidates must be accompanied by personal information of the candidate, including a list of the candidate’s references, the candidate’s resume or curriculum vitae and such other information as determined by our Secretary and as necessary to satisfy rules and regulations of the Securities Exchange Commission and our bylaws, together with a letter signed by the proposed candidate consenting to serve on the Board of Directors if nominated and elected. | |
• | The Committee considers nominees based on our need to fill vacancies or to expand the Board of Directors, and also considers our need to fill particular roles on the Board of Directors or committees thereof (e.g. independent director, audit committee financial expert, etc.). | |
• | The Nominating and Governance Committee evaluates candidates in accordance with its charter and its policies regarding director qualifications, qualities and skills. |
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SEE REVERSE | (CONTINUED AND TO BE SIGNED ON REVERSE SIDE) | SEE REVERSE | ||||||
SIDE | SIDE |
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x | Please mark votes as in this example. |
FOR | AGAINST | ABSTAIN | |||||||||||||
1. | Election of Directors | 2. | To ratify the selection of Ernst & Young LLP as Interwoven’s independent registered public accounting firm for 2006. | | |||||||||||
Nominees: | (01) Ronald E. F. Codd, (02) Bob L. Corey, (3) Frank J. Fanzilli, Jr., and (04) Thomas L. Thomas |
| FOR ALL NOMINEES | WITHHELD FROM ALL NOMINEES | 3. | To transact such other business as may properly come before the Meeting and any adjournment or postponement thereof. |
MARK HERE FOR ADDRESS CHANGE AND NOTE BELOW | ||||||||||||
(Instruction: to withhold authority to vote for any individual nominee write that nominee’s name (or otherwise identify that nominee) on the space provided above.) | ||||||||||||
Please sign exactly as your name(s) appear(s) on this Proxy. If shares of stock stand of record in the names of two or more persons or in the name of husband and wife, whether as joint tenants or otherwise, both or all of such persons should sign this Proxy. If shares of stock are held of record by a corporation, this Proxy should be executed by the president or vice president and the secretary or assistant secretary. Executors, administrators or other fiduciaries who execute this Proxy for a deceased stockholder should give their full title. Please date this Proxy. |
Signature: | Date: | Signature: | Date: | |||||||||||