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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 14A
(RULE 14a-101)
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrantþ
Filed by a Party other than the Registranto
Check the appropriate box:
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 Rule 14a-11(c) or Rule 14a-12.
ZipRealty, Inc. |
(Name of Registrant as Specified In Its Charter) |
Not applicable |
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant) |
Payment of Filing Fee (Check the appropriate box):
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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1. To elect two Class I directors, each to serve for a term of three years expiring on the date of our 2008 annual meeting of stockholders or until a successor is elected; | |
2. To ratify the appointment of independent accountants for our fiscal year 2005; and | |
3. To transact any other business that may properly come before the annual meeting or any adjournment or postponement of it. |
By order of the Board of Directors, | |
Karen B. Seto | |
Secretary |
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1. The election of two Class I directors, each to serve for a term of three years expiring on the date of our 2008 annual meeting of stockholders or until a successor is elected; and | |
2. The ratification of the appointment of independent accountants for our fiscal year 2005. |
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Stockholder of record |
Beneficial owner |
Stockholder of record |
Beneficial owner |
Stockholder of record |
• | Send a written notice to our Secretary at our principal executive offices in Emeryville, California stating that you would like to revoke your proxy. | |
• | Complete a new proxy card and send it to our Secretary. The new proxy card will automatically replace any earlier-dated proxy card that you returned. | |
• | Attend the annual meeting and vote in person. |
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Beneficial owner |
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Director | ||||||||
Name | Age | Position with the Company | Since | |||||
Class I Director Nominees: | ||||||||
Matthew E. Crisp(2) | 34 | Director | 2002 | |||||
Donald F. Wood(1,3) | 50 | Director | 1999 | |||||
Class I Director Whose Term Expires at 2005 Annual Meeting: | ||||||||
Juan F. Mini | 37 | Director | 1999 | |||||
Class II Directors Whose Terms Expire at 2006 Annual Meeting: | ||||||||
Marc L. Cellier(2) | 42 | Director | 2001 | |||||
Robert C. Kagle(2,3) | 49 | Director | 1999 | |||||
William Scott Kucirek | 39 | Executive Vice President of New Market Development and Director | 1999 | |||||
Class III Directors Whose Terms Expire at 2007 Annual Meeting: | ||||||||
Ronald C. Brown(1,3) | 50 | Director | 2004 | |||||
Eric A. Danziger | 50 | President, Chief Executive Officer and Director | 2001 | |||||
Stanley M. Koonce, Jr.(1) | 56 | Director | 2004 |
(1) | Member of the Audit Committee. |
(2) | Member of the Compensation Committee. |
(3) | Member of the Corporate Governance and Nominating Committee. |
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• | selecting and hiring our independent auditors; | |
• | evaluating and providing guidance with respect to the external audit and qualifications, independence and performance of our independent auditors; | |
• | pre-approving the audit and non-audit services to be performed by our independent auditors; | |
• | reviewing management’s report on its assessment of the effectiveness of our internal controls and our significant accounting policies; | |
• | overseeing and monitoring the integrity of our financial statements and our compliance with legal and regulatory requirements as they relate to financial statements or accounting matters; | |
• | preparing the report that the Securities and Exchange Commission requires in our annual proxy statement; and | |
• | reviewing and monitoring compliance with our code of conduct and ethics. |
• | reviewing and recommending compensation and benefit plans for our executive officers; | |
• | setting performance goals for our officers and reviewing their performance against these goals; | |
• | evaluating the competitiveness of our executive compensation plans; | |
• | reviewing and recommending compensation for members of our Board of Directors and committees thereof; and | |
• | preparing the report that the Securities and Exchange Commission requires in our annual proxy statement. |
• | evaluating the composition, size and governance of our Board of Directors and its committees and making recommendations regarding future planning and the appointment of directors to our committees; | |
• | administering our policy for considering stockholder nominees for election to our Board of Directors; |
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• | evaluating and recommending candidates for election to our Board of Directors; | |
• | overseeing our Board of Directors’ performance and evaluation process; | |
• | reviewing our corporate governance principles and providing recommendations to the Board of Directors regarding possible changes; | |
• | periodically reviewing executive succession plans; and | |
• | reviewing and approving any related party transactions. |
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Corp. Governance | ||||||||||||||||||||||||||||||||
Compensation | and Nominating | |||||||||||||||||||||||||||||||
Board of Directors | Audit Committee | Committee | Committee | |||||||||||||||||||||||||||||
Meetings | Meetings | Meetings | Meetings | |||||||||||||||||||||||||||||
Held | Held | Held | Held | |||||||||||||||||||||||||||||
While a | Meetings | While a | Meetings | While a | Meetings | While a | Meetings | |||||||||||||||||||||||||
Name | Director | Attended | Member | Attended | Member | Attended | Member | Attended | ||||||||||||||||||||||||
Matthew E. Crisp | 7 | 7 | — | — | 1 | 1 | — | — | ||||||||||||||||||||||||
Donald F. Wood | 7 | 7 | 3 | 3 | — | — | 0 | 0 | ||||||||||||||||||||||||
Juan F. Mini | 7 | 6 | — | — | — | — | — | — | ||||||||||||||||||||||||
Marc L. Cellier | 7 | 7 | — | — | 1 | 1 | — | — | ||||||||||||||||||||||||
Robert C. Kagle | 7 | 7 | — | — | 1 | 1 | 0 | 0 | ||||||||||||||||||||||||
William Scott Kucirek | 7 | 6 | — | — | — | — | — | — | ||||||||||||||||||||||||
Ronald C. Brown | 5 | 5 | 3 | 3 | — | — | 0 | 0 | ||||||||||||||||||||||||
Eric A. Danziger | 7 | 7 | — | — | — | — | — | — | ||||||||||||||||||||||||
Stanley M. Koonce, Jr. | 4 | 4 | 3 | 3 | — | — | — | — |
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2004 | 2003 | |||||||
Audit Fees | $ | 784,717 | $ | 141,823 | ||||
Audit-related Fees | — | — | ||||||
Tax Fees | 52,285 | 25,495 | ||||||
All Other Fees | 1,400 | — | ||||||
Total | $ | 838,402 | $ | 167,318 | ||||
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• | each person known to us to be the beneficial owner of more than 5% of our common stock; | |
• | each named executive officer; | |
• | each of our directors; and | |
• | all of our executive officers and directors as a group. |
Number of Shares | Percentage of Shares | |||||||
Beneficial owner | Beneficially Owned | Outstanding | ||||||
5% Stockholders: | ||||||||
Benchmark Capital Partners(1) | 5,007,851 | 23.7 | % | |||||
Pyramid Technology Ventures(2) | 4,731,472 | 22.0 | ||||||
Vanguard Ventures(3) | 2,416,139 | 11.9 | ||||||
Venture Strategy Partners(4) | 1,614,834 | 7.9 | ||||||
Phillip A. Lamoreaux(5) | 1,287,513 | 6.3 | ||||||
Passport Management LLC(6) | 1,168,404 | 5.9 | ||||||
Directors and named executive officers: | ||||||||
Eric A. Danziger(7) | 1,231,516 | 5.9 | ||||||
Gary M. Beasley(8) | 144,326 | * | ||||||
William Scott Kucirek(9) | 673,957 | 3.4 | ||||||
William C. Sinclair(10) | 81,100 | * | ||||||
Joseph Patrick Lashinsky(11) | 102,838 | * | ||||||
Ronald C. Brown(12) | 7,291 | * | ||||||
Marc L. Cellier(13) | 4,732,530 | 22.0 | ||||||
Matthew E. Crisp(14) | — | — | ||||||
Robert C. Kagle(1) | 5,007,851 | 23.7 | ||||||
Stanley M. Koonce, Jr.(15) | 4,166 | * | ||||||
Juan F. Mini(16) | 1,561,435 | 7.8 | ||||||
Donald F. Wood(17) | 2,440,059 | 12.0 | ||||||
All directors and executive officers as a group (16 people)(18) | 16,114,383 | 65.1 | % |
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(1) | Includes 3,792,043 shares held by Benchmark Capital Partners IV, L.P., as nominee for Benchmark Capital Partners IV, L.P., Benchmark Founders’ Fund IV, L.P., Benchmark Founders’ Fund IV-A, L.P., Benchmark Founders’ Fund IV-B, L.P., Benchmark Founders’ Fund IV-X, L.P. and related individuals, also known as the Benchmark Funds, and 1,215,808 shares issuable upon exercise of warrants held by the same fund that are exercisable within 60 days of March 22, 2005. Mr. Kagle, who is one of our directors, is a managing member of Benchmark Capital Management Co. IV, L.L.C., which is the general partner of Benchmark Capital Partners IV, L.P. Mr. Kagle disclaims beneficial ownership of the shares held by this fund except with respect to 46,711 issued shares and 15,515 shares issuable upon exercise of warrants that are exercisable within 60 days of March 22, 2005, and to the extent of his pecuniary interest therein. The address of this fund and Mr. Kagle is c/o Benchmark Capital Partners, 2480 Sand Hill Road, Suite 200, Menlo Park, CA 94025. | |
(2) | Includes 3,116,705 shares held by Pyramid Technology Ventures I, L.P. and 1,614,767 shares issuable upon exercise of warrants held by Pyramid Technology Ventures I, L.P. that are exercisable within 60 days of March 22, 2005. Taurus Partners, LLC, which is the general partner of this fund, as well as its managing members, Marc L. Cellier and Alexander Jenkins Rhea, may be deemed to have beneficial ownership of the shares held by this fund. Each of Mr. Cellier, who is one of our directors, and Mr. Rhea disclaims beneficial ownership of the shares held by this fund except to the extent of his pecuniary interest therein. The address of this fund is c/o Pyramid Technology Ventures, P.O. Box 10723, Zephyr Cove, NV 89448. | |
(3) | Includes 1,887,492 shares held by Vanguard VI, L.P., 78,062 shares held by Vanguard VI Affiliates Fund, L.P. and 64,764 shares held by Vanguard VI Annex Fund, L.P. Also includes 336,608 shares issuable upon exercise of warrants held by Vanguard VI, L.P., 35,292 shares issuable upon exercise of warrants held by Vanguard VI Annex Fund, L.P. and 13,921 shares issuable upon exercise of warrants held by Vanguard VI Affiliates Fund, L.P., in each case that are exercisable within 60 days of March 22, 2005. Vanguard VI Venture Partners L.L.C., which is the general partner of these funds, as well as its managing members, Jack M. Gill, Robert D. Ulrich and Donald F. Wood, may be deemed to have beneficial ownership of the shares held by these funds. Each of Mr. Gill, Mr. Ulrich and Mr. Wood, who is one of our directors, disclaims beneficial ownership of the shares held by these funds except to the extent of his pecuniary interest therein. The address of these funds is c/o Vanguard Ventures, 525 University Ave., Suite 1200, Palo Alto, CA 94301. | |
(4) | Includes 982,407 shares held by Venture Strategy Partners II LP and 67,734 shares held by Venture Strategy Affiliates Fund LP. Also includes 528,271 shares issuable upon exercise of warrants held by Venture Strategy Partners II LP and 36,422 shares issuable upon exercise of warrants held by Venture Strategy Affiliates Fund LP, in each case that are exercisable within 60 days of March 22, 2005. Venture Strategy Management Company II LLC, which is the general partner of these funds, as well as its executive managing member, Joanna Rees Gallanter, may be deemed to have beneficial ownership of the shares held by these funds. Ms. Gallanter disclaims beneficial ownership of the shares held by these funds except to the extent of her pecuniary interest therein. The address of these funds is c/o Venture Strategy Partners, 201 Post Street, San Francisco, CA 94108. | |
(5) | Based on information contained in a Schedule 13G filed February 10, 2004. Includes 795,380 shares held by Lamoreaux Partners and 57,651 shares held by Phillip A. Lamoreaux. Also includes 400,710 shares issuable upon exercise of warrants held by Lamoreaux Partners and 33,772 shares issuable upon exercise of warrants held by Mr. Lamoreaux, in each case that are exercisable within 60 days of March 22, 2005. Mr. Lamoreaux has sole beneficial ownership of the shares and warrants held by him. Lamoreaux Partners shares beneficial ownership of the shares and warrants held by it with Mr. Lamoreaux and with Lamoreaux & Associates, LLC. The address of these entities and Mr. Lamoreaux is 1505 Bridgeway, Suite 125, Sausalito, CA 94965. | |
(6) | Based on information contained in a Schedule 13G filed February 15, 2005. Includes 644,258 shares held by Passport Master Fund, LP and 524,146 shares held by Passport Master Fund II, LP. The funds share beneficial ownership of the shares held by them with Passport Holdings, LLC, Passport |
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Management, LLC, Passport Capital, LLC and John Burbank. The address of these entities and Mr. Burbank is 36 Toronto Street, Suite 1000, Toronto M5C 2C5, Canada. | ||
(7) | Includes 66,975 shares issuable upon exercise of warrants and 989,582 shares issuable upon exercise of options that are exercisable within 60 days of March 22, 2005. Also includes 31,806 shares held by the Eric A. Danziger Grantor Retained Annuity Trust and 31,806 shares held by the Jennifer L. Danziger Grantor Retained Annuity Trust. | |
(8) | Includes 30,320 shares held by the Beasley Family Revocable Trust and 2,671 shares issuable upon exercise of warrants held by this entity that are exercisable within 60 days of March 22, 2005. Also includes 111,335 shares issuable upon exercise of options that are exercisable within 60 days of March 22, 2005. | |
(9) | Includes 7,291 shares issuable upon exercise of options that are exercisable within 60 days of March 22, 2005. |
(10) | Includes 7,058 shares issuable upon exercise of warrants and 60,416 shares issuable upon exercise of options that are exercisable within 60 days of March 22, 2005. |
(11) | Includes 88,750 shares issuable upon exercise of options that are exercisable within 60 days of March 22, 2005. |
(12) | Includes 7,291 shares issuable upon exercise of warrants that are exercisable within 60 days of March 22, 2005. |
(13) | Includes 1,058 shares held by Mr. Cellier individually, 3,116,705 shares held by Pyramid Technology Ventures I, L.P. and 1,614,767 shares issuable upon exercise of warrants held by the same fund that are exercisable within 60 days of March 22, 2005. Mr. Cellier, one of our directors, is a managing member of the general partner of Pyramid Technology Ventures I, L.P. Mr. Cellier disclaims beneficial ownership of the shares held by this fund except to the extent of his pecuniary interest therein. Mr. Cellier’s address is c/o Pyramid Technology Ventures, P.O. Box 10723, Zephyr Cove, NV 89448. |
(14) | Excludes shares held by Venture Strategy Partners II LP and Venture Strategy Affiliates Fund LP as described in footnote 4. Mr. Crisp, one of our directors, is a managing member of the general partner of these funds. However, Mr. Crisp neither has shares nor voting or dispositive authority over the shares held by these funds and, accordingly, is not deemed to beneficially own the shares held by these funds. The address of Mr. Crisp is c/o Venture Strategy Partners, 140 Geary Street, Suite 600, San Francisco, CA 94108. |
(15) | Includes 4,166 shares issuable upon exercise of warrants that are exercisable within 60 days of March 22, 2005. |
(16) | Includes 666,666 shares held by Mr. Mini individually, 718,088 shares held by Iverson Financial Corp. and 176,681 shares issuable upon exercise of warrants held by this entity that are exercisable within 60 days of March 22, 2005. Mr. Mini is a director of Iverson Financial Corporation, which is controlled by members of his family. Mr. Mini’s address is 881 Ocean Drive, Apt. 26-H, Key Biscayne, FL 33149. |
(17) | Includes 15,906 shares held by Mr. Wood individually, 1,887,492 shares held by Vanguard VI, L.P., 78,062 shares held by Vanguard VI Affiliates Fund, L.P. and 64,764 shares held by Vanguard VI Annex Fund, L.P. Also includes 8,014 shares issuable upon exercise of warrants held by Mr. Wood, 336,608 shares issuable upon exercise of warrants held by Vanguard VI, L.P., 35,292 shares issuable upon exercise of warrants held by Vanguard VI Annex Fund, L.P. and 13,921 shares issuable upon exercise of warrants held by Vanguard VI Affiliates Fund, L.P., in each case that are exercisable within 60 days of March 22, 2005. Mr. Wood, one of our directors, is a managing member of the general partner of each of Vanguard VI, L.P., Vanguard VI Affiliates Fund, L.P. and Vanguard VI Annex Fund, L.P. Mr. Wood disclaims beneficial ownership of the shares held by these funds except to the extent of his pecuniary interest therein. Mr. Wood’s address is c/o Vanguard Ventures, 525 University Ave., Suite 1200, Palo Alto, CA 94301. |
(18) | Includes 3,478,500 shares issuable upon exercise of warrants and 1,391,856 shares issuable upon exercise of options that are exercisable within 60 days of March 22, 2005. |
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• | the amounts involved exceeded or will exceed $60,000; and | |
• | a director, executive officer, holder of more than 5% of our common stock or any member of their immediate family had or will have a direct or indirect material interest. |
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Annual Compensation | Securities | ||||||||||||||||||||
Underlying | All Other | ||||||||||||||||||||
Name and Principal Position | Year | Salary ($) | Bonus ($) | Options (#) | Compensation ($)(1) | ||||||||||||||||
Eric A. Danziger | 2004 | $ | 275,000 | $ | 168,919 | 200,000 | $ | 48,322 | (2) | ||||||||||||
President and Chief | 2003 | 275,000 | 20,000 | 20,000 | — | ||||||||||||||||
Executive Officer | |||||||||||||||||||||
Gary M. Beasley | 2004 | 175,000 | 67,568 | 50,000 | 278 | (3) | |||||||||||||||
Executive Vice President | 2003 | 150,000 | 4,000 | 4,000 | — | ||||||||||||||||
and Chief Financial Officer | |||||||||||||||||||||
William Scott Kucirek | 2004 | 162,500 | 27,027 | 25,000 | 202 | (4) | |||||||||||||||
Executive Vice President of | 2003 | 150,000 | 4,000 | 4,000 | — | ||||||||||||||||
New Market Development | |||||||||||||||||||||
William C. Sinclair | 2004 | 150,000 | 40,541 | 25,000 | 47,304 | (5) | |||||||||||||||
Senior Vice President of | 2003 | 150,000 | 3,500 | 3,500 | 3,634 | (6) | |||||||||||||||
Sales and Operations | |||||||||||||||||||||
Joseph Patrick Lashinsky | 2004 | 157,000 | 40,541 | 25,000 | 202 | (7) | |||||||||||||||
Vice President of Marketing | 2003 | 132,000 | 3,500 | 3,500 | — | ||||||||||||||||
and Business Development |
(1) | Does not include premiums paid by the Company under a group life insurance plan available generally to all salaried employees. |
(2) | Includes $47,291 in commission discounts for residential real estate transactions conducted through the Company’s employee discount program and $1,031 in premiums paid by the Company under a life insurance plan available only to officers and certain other senior personnel. |
(3) | Represents premiums paid by the Company under a life insurance plan available only to officers and certain other senior personnel. |
(4) | Represents premiums paid by the Company under a life insurance plan available only to officers and certain other senior personnel. |
(5) | Includes $31,701 for reimbursement of relocation expenses, $15,031 in commission discounts for a residential real estate transaction conducted through the Company’s employee discount program and $572 in premiums paid by the Company under a life insurance plan available only to officers and certain other senior personnel. |
(6) | Represents payments for temporary housing in connection with relocation to the San Francisco Bay Area. |
(7) | Represents premiums paid by the Company under a life insurance plan available only to officers and certain other senior personnel. |
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% of Total | Potential Realizable Value | |||||||||||||||||||||||
Number of | Options | at Assumed Annual Rates of | ||||||||||||||||||||||
Securities | Granted to | Stock Price Appreciation | ||||||||||||||||||||||
Underlying | Employees | Exercise | for Option Term | |||||||||||||||||||||
Options | in Fiscal | Price per | ||||||||||||||||||||||
Name | Granted | Year | Share | Expiration Date | 5% | 10% | ||||||||||||||||||
Eric A. Danziger | 250,000 | 16.4 | % | $ | 7.50 | 3/28/14 | $ | 1,179,177 | $ | 2,988,267 | ||||||||||||||
200,000 | 13.1 | 16.50 | 12/15/14 | 2,075,352 | 5,259,350 | |||||||||||||||||||
Gary M. Beasley | 20,000 | 1.3 | 7.50 | 3/28/14 | 94,334 | 239,061 | ||||||||||||||||||
50,000 | 3.3 | 16.50 | 12/15/14 | 518,838 | 1,314,838 | |||||||||||||||||||
William Scott Kucirek | 25,000 | 1.6 | 7.50 | 3/28/14 | 117,918 | 298,827 | ||||||||||||||||||
25,000 | 1.6 | 16.50 | 12/15/14 | 259,419 | 657,419 | |||||||||||||||||||
William C. Sinclair | 16,666 | 1.1 | 7.50 | 3/28/14 | 78,609 | 199,210 | ||||||||||||||||||
25,000 | 1.6 | 16.50 | 12/15/14 | 259,419 | 657,419 | |||||||||||||||||||
Joseph Patrick Lashinsky | 10,000 | 0.7 | 7.50 | 3/28/14 | 47,167 | 119,531 | ||||||||||||||||||
25,000 | 1.6 | 16.50 | 12/15/14 | 259,419 | 657,419 |
Number of Securities | Value of Unexercised | |||||||||||||||||||||||
Underlying Unexercised | In-the-Money Options at | |||||||||||||||||||||||
Options at Fiscal Year End | Fiscal Year End ($) | |||||||||||||||||||||||
Shares Acquired | ||||||||||||||||||||||||
Name | Upon Exercise | Value Realized | Exercisable | Unexercisable | Exercisable | Unexercisable | ||||||||||||||||||
Eric A. Danziger | — | — | 859,373 | 590,626 | $ | 15,356,996 | $ | 10,554,487 | ||||||||||||||||
Gary M. Beasley | 25,000 | $ | 237,750 | 92,720 | 110,985 | 1,656,906 | 1,983,302 | |||||||||||||||||
William Scott Kucirek | — | — | 4,687 | 45,313 | 83,757 | 809,743 | ||||||||||||||||||
William C. Sinclair | — | — | 49,998 | 75,001 | 893,464 | 1,340,268 | ||||||||||||||||||
Joseph Patrick Lashinsky | 10,100 | 103,626 | 79,956 | 56,036 | 1,428,814 | 1,001,363 |
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• | Base salaries. Base salaries for fiscal year 2004 were generally determined in late 2003 after considering ZipRealty’s ability to attract and retain qualified individuals, certain salary comparables for the market, and the desire to balance the need to gradually adjust certain executive salaries to reflect market salaries for their skill sets against the need to conserve financial resources given ZipRealty’s only recent profitability. | |
• | Incentive bonuses. Executive incentive bonuses for fiscal year 2004 were based on ZipRealty’s financial and operating performance during the year, the efforts of the executive officers in completing ZipRealty’s initial public offering, and the fact that the proposed bonuses were required to be proportionately reduced if profits for fiscal year 2004 did not equal or exceed certain profit targets. | |
• | Equity grants. Executive officers were granted options for fiscal year 2004 based upon ZipRealty’s financial success and the desire to align the interests of the executive officers and ZipRealty’s stockholders in the creation of long-term value for ZipRealty’s stock. With respect to future option grants, given the upcoming requirements concerning the expensing of stock options, the Compensation Committee is considering alternative forms of compensation. |
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Robert C. Kagle | Marc L. Cellier | Matthew E. Crisp |
Ronald C. Brown | Stanley M. Koonce, Jr. | Donald F. Wood |
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• | the Goldman Sachs Internet Index (our Peer Group Index), and | |
• | the Total Return Index for The Nasdaq Stock Market (US and Foreign). |
Total | ||||||||||||||||
Date | ZipRealty | Peer Group | Nasdaq Return | |||||||||||||
November 10, 2004 | 100.00 | 100.00 | 100.00 | |||||||||||||
December 31, 2004 | 109.63 | 112.22 | 106.92 | |||||||||||||
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By order of the Board of Directors, | |
Karen B. Seto | |
Secretary |
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• | Monitor (i) the accounting and financial reporting processes of the Company, including the Company’s internal accounting and financial controls, (ii) the integrity of the Company’s financial statements, and (ii) the Company’s compliance with legal and regulatory requirements as they relate to financial statements or accounting matters; | |
• | Retain and oversee the independent auditors of the Company’s financial statements; and | |
• | Provide the Board with the results of its monitoring and recommendations derived therefrom, as well as such additional information and materials as it may deem necessary to make the Board aware of significant financial matters that require the Board’s attention. |
• | Each member will be an independent director, as defined in (i) NASD Marketplace Rule 4200(a)(15) and (ii) Rule 10A-3(b)(i) under the Securities Exchange Act of 1934, as amended;provided that one non-employee director who is not independent under NASD Marketplace Rule 4200(a)(15) may serve on the Audit Committee if the Board has made the required determination under NASD Marketplace Rule 4350(d)(2)(B); | |
• | Each member will be able to read and understand fundamental financial statements, in accordance with NASD Marketplace Rule 4350(d)(2)(A)(iv); and | |
• | At least one member will qualify as a financial expert under NASD Marketplace Rule 4350(d)(2) and under Item 401(h) of Regulation S-K. |
• | Reviewing management’s report on its assessment of the effectiveness of the Company’s internal control over financial reporting as of the end of the most recent fiscal year and the independent auditors’ report on management’s assessment; | |
• | Reviewing before release the disclosure regarding the Company’s system of internal controls required to be contained in the Company’s periodic filings, and reviewing the attestations or reports by the auditors relating to such disclosure; |
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• | Appointing, compensating, retaining and overseeing the work of the auditors (including resolving disagreements between management and the auditors regarding financial reporting) for the purpose of issuing an audit report or performing other audit, review or attest services or related work; | |
• | Pre-approving (or designating a member to pre-approve) audit and non-audit services provided to the Company by the auditors and other public accounting firms (or subsequently approving non-audit services when subsequent approval is necessary and permissible); | |
• | Reviewing and providing guidance with respect to the external audit and the Company’s relationship with its auditors, including (i) reviewing the auditors’ qualifications, performance and independence, (ii) reviewing the auditor’s proposed audit scope and audit approach, (iii) discussing with the auditors the financial statements and audit findings, including any matters described in Statement of Accounting Standards(“SAS”)No. 61, and (iv) reviewing reports submitted to the Audit Committee by the auditors in accordance with the applicable requirements of the Securities and Exchange Commission (the“SEC”); | |
• | Reviewing and discussing with management and the auditors the annual audited financial statements and quarterly unaudited financial statements, including the Company’s disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” prior to filing the Company’s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q with the SEC; | |
• | Directing the auditors to review before filing with the SEC the Company’s interim financial statements included in Quarterly Reports on Form 10-Q, using professional standards and procedures for conducting such reviews; | |
• | Reviewing (or designating a member to review) before release the unaudited quarterly operating results in the Company’s quarterly earnings release; | |
• | Reviewing with management and the auditors (i) the Company’s significant accounting policies, (ii) the impact of changes in accounting policies and other financial reporting developments, whether voluntary or pursuant to regulatory or accounting initiatives, including the effect of alternative GAAP methods on the Company’s financial statements, (iii) any transactions as to which management obtained SAS No. 50 letters, (iv) the impact of off- balance sheet structures on the Company’s financial statements, and (v) any auditing or accounting issues concerning the Company’s employee benefit plans; | |
• | Reviewing with management and the auditors any correspondence with or findings by regulatory agencies, and any employee complaints or published reports that raise material issues, regarding the Company’s financial statements or accounting policies, or other practices; | |
• | Reviewing, in conjunction with counsel, any legal matters that could have a significant impact on the Company’s financial statements; | |
• | Reviewing the Company’s risk management policies, including its investment policies and performance for cash and short-term investments; | |
• | Instituting special investigations relating to financial statements or accounting policies with full access to all books, records, facilities and personnel of the Company; | |
• | Retaining and obtaining advice and assistance from outside legal, accounting or other advisors; | |
• | Establishing and maintaining free and open means of communication between the Audit Committee, the auditors and management; | |
• | Establishing procedures for receiving, retaining and treating complaints received by the Company regarding accounting, internal accounting controls or auditing matters and procedures for the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters; |
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• | Establish procedures for receiving, retaining and treating complaints received by the Company regarding its other practices; | |
• | Overseeing compliance by the Company’s directors, officers and employees with the Company’s Code of Business Conduct and Ethics; and | |
• | Reviewing its own charter (including its structure, processes and membership requirements) at least annually, and making recommendations to the Board for any proposed changes; | |
• | Providing a report in the Company’s proxy statement as required by the rules and regulations of the SEC; and | |
• | Determining the appropriate funding for payment of compensation (i) to the auditors for the purpose of rendering or issuing an audit report or performing other audit, review or attest services and (ii) to any legal, accounting or other advisors employed by the Audit Committee. |
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ZIPREALTY, INC.
PROXY
This proxy is solicited by the Board of Directors for use at the Annual Meeting of Stockholders.
The shares of stock you are entitled to vote will be voted as you specify on the reverse side.
If no choice is specified, the proxy will be voted “FOR” Items 1 and 2 and in the discretion of the proxyholders on any other matter that properly comes before the meeting.
By signing the proxy, you revoke all prior proxies and appoint Gary M. Beasley and Karen B. Seto, and each of them, with full power of substitution, to vote your shares on the matters shown on the reverse side and any other matters which may come before the Annual Meeting of Stockholders to be held at the Grand Hyatt San Francisco, Union Square, 345 Stockton Street, San Francisco, California 94108, on May 10, 2005, at 9:30 a.m., Local Time, or any adjournment or postponement thereof.
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON, YOU ARE URGED TO SIGN AND PROMPTLY MAIL THIS PROXY CARD IN THE RETURN ENVELOPE SO THAT YOUR STOCK MAY BE REPRESENTED AT THE MEETING.
(Continued and to be signed on the reverse side)
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ANNUAL MEETING OF STOCKHOLDERS OF
ZIPREALTY, INC.
May 10, 2005
Please date, sign and mail
your proxy card in the
envelope provided as soon
as possible.
â Please detach along perforated line and mail in the envelope provided.â
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF DIRECTORS AND “FOR” PROPOSAL 2.
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HEREþ
1. Election of directors:
NOMINEES: | ||||||
o | FOR ALL NOMINEES | ¡ | 01 Matthew E. Crisp | |||
¡ | 02 Donald F. Wood | |||||
o | WITHHOLD AUTHORITY | |||||
FOR ALL NOMINEES | ||||||
o | FOR ALL EXCEPT | |||||
(See instructions below) | ||||||
INSTRUCTION: | To withhold authority to vote for any individual nominee(s), mark“FOR ALL EXCEPT”and fill in the circle next to each nominee you wish to withhold, as shown here:l |
To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method. | o |
2. | Ratification of appointment of PricewaterhouseCoopers LLP as the Company’s independent accountants for the fiscal year ending December 31, 2005: | FOR o | AGAINST o | ABSTAIN o |
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS GIVEN, WILL BE VOTED FOR EACH PROPOSAL AND IN THE DISCRETION OF PROXYHOLDERS ON ANY OTHER MATTER THAT PROPERLY COMES BEFORE THE MEETING.
Signature of Stockholder | Date: | Signature of Stockholder | Date: |
Note: | Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person. |