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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant ý | |
Filed by a Party other than the Registrant o | |
Check the appropriate box: |
o Preliminary Proxy Statement | |
o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | |
ý Definitive Proxy Statement | |
o Definitive Additional Materials | |
o Soliciting Material Pursuant to §240.14a-12 |
Payment of Filing Fee (Check the appropriate box):
ý No fee required. | |
o Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. |
1) Title of each class of securities to which transaction applies: |
2) Aggregate number of securities to which transaction applies: |
3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): |
4) Proposed maximum aggregate value of transaction: |
5) Total fee paid: |
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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Robert H. Bohannon Chairman | Philip W. Milne President and Chief Executive Officer |
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1. | To elect three directors; | |
2. | To approve the MoneyGram International, Inc. 2005 Omnibus Incentive Plan; | |
3. | To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2005; and | |
4. | To act upon any other matters which may properly come before the meeting and any adjournments. |
By Order of the Board of Directors | |
Teresa H. Johnson | |
Vice President, General Counsel and Secretary |
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Annual Meeting | May 10, 2005 9:00 a.m., Central Time | The Grand Hotel 612 Second Avenue South Minneapolis, Minnesota 55402 |
Purpose | 1. Elect three directors. | |
2. Approve the MoneyGram International, Inc. 2005 Omnibus Incentive Plan. | ||
3. Ratify and approve the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2005. | ||
4. Any other proper business. | ||
Proxies Solicited By | We will pay the cost of soliciting proxies. Proxies may be solicited on our behalf by directors, officers or employees, in person or by telephone, electronic transmission and facsimile transmission. In addition, we have hired Georgeson Shareholder Communications Inc. to distribute and solicit proxies. We will pay Georgeson a fee of $7,500, plus out-of-pocket expenses, for these services. | |
First Mailing Date | We anticipate mailing the proxy statement on or about March 31, 2005. | |
Record Date | March 17, 2005. On the record date, 86,684,971 shares of our common stock were outstanding. | |
Voting | You are entitled to vote at the meeting if you are a holder of record on the record date. Each share of common stock is entitled to one vote. You may vote in person at the meeting, or by automated telephone voting or by proxy. | |
Proxies | With the exception of broker non-votes described under “Voting Procedures” in the enclosed materials, we will vote signed returned proxies “FOR” the Board’s director nominees, “FOR” approval of the 2005 Omnibus Incentive Plan and “FOR” the ratification of Deloitte & Touche LLP as our independent registered public accounting firm for 2005, unless you vote differently on the proxy card. The proxy holders will use their discretion on other matters. If a nominee cannot or will not serve as a director, the proxy may be voted for another person as the proxy holders decide. | |
Revoking Your Proxy | You may revoke your proxy before it is voted at the meeting. To revoke your proxy, follow the procedures listed under “Voting Procedures” in the enclosed materials. | |
Your Comments | Your comments about any aspects of our business are welcome. Although we may not respond on an individual basis, your comments receive consideration and help us measure your satisfaction. |
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Judith K. Hofer | Ms. Hofer has served as a director of MoneyGram since June, 2004. She is a consultant to the May Department Stores Company, a position she has held since 2002. Ms. Hofer formerly served as the President and Chief Executive Officer of May Merchandising/MDSI, a May Department Stores Company from 2000 to 2002, and as President and Chief Executive Officer of Filene’s, a division of the May Department Stores Company, from 1996 to 2000. Ms. Hofer is also a director of Ashworth, Inc., an apparel company; Payless Shoe Source, Inc., a retail shoe company; and Viad Corp, our former parent company and currently a convention and event services, exhibit design and construction, and travel and recreation services company. Age 65. | |
Robert C. Krueger | Mr. Krueger has served as a director of MoneyGram since June 2004. Mr. Krueger is a public speaker and former U.S. Congressman, U.S. Ambassador-at-Large and Coordinator for Mexican Affairs, U.S. Ambassador, U.S. Senator, Duke University professor and dean, and Distinguished Visiting Professor at Rice University, University of Texas and Texas State University. Mr. Krueger has acted as a consultant to third party businesses interested in international trade and U.S. government policy since 2000. Mr. Krueger was a Visiting Research Fellow at Merton College, Oxford University in 2000, and prior thereto was U.S. Ambassador to Burundi from 1994 to 1996, U.S. Ambassador to Botswana, and Special Representative of the U.S. Secretary of State to Southern African Development Community from 1996 to 2000. Age 69. | |
Philip W. Milne | Mr. Milne currently serves as our President, Chief Executive Officer and director, positions he has held since June 2004. He is also currently the President and Chief Executive Officer of Travelers Express Company, Inc., our principal operating subsidiary, a position he has held since 1996. Mr. Milne joined Travelers Express Company, Inc. in 1991 and served as General Manager of the official check business from 1991 until early 1992, as Vice President, General Manager of the Payment Systems segment from 1992 until early 1993, and as Vice President, General Manager of the Retail Payment Products group from 1993 to 1996. Age 45. |
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For Terms Expiring at the 2006 Annual Meeting: |
Robert H. Bohannon | Mr. Bohannon is the Chairman, President and Chief Executive Officer of Viad Corp, our former parent company and currently a convention and event services, exhibit design and construction, and travel and recreation services company, positions he has held since 1997. From 1993 to 1996, he was President and Chief Executive Officer of Travelers Express Company, Inc. Age 60. | |
Donald E. Kiernan | Mr. Kiernan is the retired Senior Executive Vice President and Chief Financial Officer of SBC Communications, Inc., a telephone, wireless and data communication services company. He served as Chief Financial Officer of SBC Communications, Inc. from 1993 until his retirement in 2001. He is also a director of Health Management Associates, Inc., a hospital and medical services company; LaBranche & Co. Inc., a broker-dealer specialist firm; and Seagate Technology, a technology services company. Age 64. | |
Douglas L. Rock | Mr. Rock is the Chairman of the Board of Directors, a position that he has held since 1991, and Chief Executive Officer, a position he has held since 1989, of Smith International, Inc., a worldwide supplier of products and services to the oil and gas exploration and production industry. He is also a director of CE Franklin Ltd., a Canadian supplier of products and services to the energy industry. Age 58. |
For Terms Expiring at the 2007 Annual Meeting: |
Jess T. Hay | Since 1987 Mr. Hay has served as Chairman of the Texas Foundation for Higher Education, a non-profit organization promoting higher education in the State of Texas and since 1995 has served as Chairman of HCB Enterprises Inc., a private investment firm. In 1994, Mr. Hay retired after 29 years of service as Chief Executive Officer of Lomas Financial Group, a financial services company. He retired from service on the board of SBC Communications Inc., a telephone communications company in 2004, and the board of Exxon Mobil Corporation, a petroleum refining company, in 2001. He is currently a director of Trinity Industries, Inc., an industrial transportation company, and Viad Corp. Age 74. | |
Linda Johnson Rice | Ms. Rice serves as President and Chief Executive Officer, and a director, of Johnson Publishing Company, Inc., publisher ofEbonyandJet magazines, a position that she has held since 2002. From 1987 to 2002, she was President and Chief Operating Officer of that company. She is a director of Bausch & Lomb Inc., an ophthalmic goods company; Kimberly-Clark Corporation, a paper products company; and Omnicom Group Inc. an advertising services company. Age 47. | |
Albert M. Teplin | Dr. Teplin is an economist and since 2003 has served as a consultant to the Board of Governors of the Federal Reserve System, the U.S. Department of Commerce, the International Monetary Fund and the European Central Bank. Dr. Teplin served as Senior Economist for the Board of Governors of the Federal Reserve System from 2001 to 2003 and was Chief of the Flow of Funds Section of the Board of Governors of the Federal Reserve System from 1989 to 2001. Dr. Teplin is also a Director of Viad Corp. Age 59. |
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Timothy R. Wallace | Mr. Wallace is Chairman, President and Chief Executive Officer of Trinity Industries, Inc., a diversified manufacturer of railcars, barges, highway safety products and various other industrial equipment, a position he has held since 1999. He was Chief Operating Officer of Trinity Industries, Inc. from 1996 through 1998. Age 51. |
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Name of | Amount and Nature | |||||||||||
Beneficial | of Beneficial | Percent of | Stock | |||||||||
Owner | Ownership (1)(2)(3) | Class (3) | Units (4) | |||||||||
Robert H. Bohannon | 1,452,530 | 1.7 | % | |||||||||
Jess T. Hay | 64,786 | * | 74,292 | |||||||||
Judith K. Hofer | 100,977 | * | 72,259 | |||||||||
Donald E. Kiernan | 19,022 | * | 11,285 | |||||||||
Robert C. Krueger | 13,251 | * | ||||||||||
Linda Johnson Rice | 57,550 | * | 12,618 | |||||||||
Douglas L. Rock | 43,634 | * | 26,149 | |||||||||
Albert M. Teplin | 8,667 | * | 2,723 | |||||||||
Timothy R. Wallace | 43,634 | * | 12,354 | |||||||||
Philip W. Milne | 436,813 | * | 17,108 | |||||||||
David J. Parrin | 44,734 | * | ||||||||||
Anthony P. Ryan | 101,402 | * | ||||||||||
William J. Putney | 92,561 | * | ||||||||||
Mary A. Dutra | 78,607 | * | ||||||||||
All Directors and Executive Officers as a Group (18 persons total) | 2,654,704 | 3.1 | % | 228,788 |
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* | Less than 1% |
(1) | Includes restricted shares (for which individuals have sole voting power and no investment power) and shares underlying options exercisable within 60 days, as follows: Philip W. Milne 107,800 shares restricted stock and 280,288 options, David J. Parrin 21,733 shares restricted stock and 21,634 options, Anthony P. Ryan 21,133 shares restricted stock and 70,162 options, William J. Putney 18,883 shares restricted stock and 63,067 options, Mary A. Dutra 12,666 shares restricted stock and 51,971 options. |
(2) | Includes the following shares held in the 401(k) Plan trust, (for which participants have shared voting power and sole investment power), as follows: Philip W. Milne 9,044 shares, Mary A. Dutra 3,306 shares, David J. Parrin 537 shares, William J. Putney 3,037 shares, Anthony P. Ryan 3,852 shares. |
(3) | Stock units are not included in the beneficial ownership totals or in the percent of ownership because there are not yet any issued shares and there is no voting or investment power. |
(4) | Includes, as applicable, stock units held pursuant to the Deferred Compensation Plan for Directors of Viad Corp, the Deferred Compensation Plan for Directors of MoneyGram International, Inc., and the Travelers Express Company, Inc. Deferred Compensation Plan. Amounts deferred under the 2005 Deferred Compensation Plan will be credited beginning on April 1, 2005 and are not included. These deferred compensation plans are described above under “BOARD OF DIRECTORS AND GOVERNANCE — Compensation of Directors” and below under “EXECUTIVE COMPENSATION AND OTHER INFORMATION — Deferred Compensation Plan.” |
Amount and Nature of | ||||||||
Name and Address | Beneficial Ownership | Percent of Class | ||||||
T. Rowe Price Associates, Inc. 100 E. Pratt Street Baltimore, MD 21202 | 8,530,198 | (1) | 9.6 | % | ||||
Pzena Investment Management, LLC 120 West 45thStreet, 34th Floor New York, NY 10036 | 5,905,740 | (2) | 6.7 | |||||
FMR Corp. 82 Devonshire Street Boston, MA 02109 | 4,750,359 | (3) | 5.4 |
(1) | Based on a Schedule 13G filed on February 11, 2005. T. Rowe Price Associates, Inc. has sole voting power over 1,201,798 shares and sole dispositive power over 8,530,198 shares. T. Rowe Price reported that it serves as an investment adviser for individual and institutional clients and that no one client accounts for more than 5% of the total outstanding common stock. |
(2) | Based on a Schedule 13G filed on February 11, 2005. Pzena Investment Management, LLC has sole voting power over 4,240,030 shares and sole dispositive power over 5,905,740 shares. Pzena Investment Management reported that it serves as an investment adviser for clients and that no one client accounts for more than 5% of the total outstanding common stock. |
(3) | Based on a Schedule 13G filed on February 11, 2005. FMR Corp. has sole voting power over 1,800 shares and sole dispositive power over 4,750,359 shares. FMR Corp. reported that its wholly-owned subsidiary Fidelity Management & Research Company serves as an investment adviser to |
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various investment company clients and that no one client accounts for more than 5% of the total outstanding common stock. |
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Respectfully submitted, | |
Donald E. Kiernan (Chair) | |
Judith K. Hofer | |
Douglas L. Rock | |
Albert M. Teplin |
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2004 | 2003 | |||||||
Audit fees(1) | $ | 627 | $ | 390 | ||||
Audit-related fees(2) | 355 | 205 | ||||||
Tax fees(3) | 50 | 26 | ||||||
All other fees | - | - | ||||||
Total fees | $ | 1,032 | $ | 622 | ||||
(1) | Audit fees for 2004 include the audit of MoneyGram’s consolidated financial statements, including quarterly reviews, and the separate audits of the financial statements of our subsidiary Travelers Express and its subsidiary, MoneyGram Payment Systems, Inc. (“MPSI”) required for regulatory purposes. Audit fees for 2003 include the separate audits of Travelers Express and MPSI while subsidiaries of Viad, which fees were paid directly by Travelers Express. No specific allocation was made to Travelers Express or its subsidiaries by Viad for the costs related to the audit of Viad’s 2003 consolidated financial statements. |
(2) | Audit-related fees include professional services rendered in connection with an audit of the internal controls relating to the official check processing business (SAS 70 service organization report) and regulatory compliance filings required by certain foreign countries in which MoneyGram conducts business. In addition, 2004 fees include professional services rendered in connection with the Form 10 filing for the Spin-Off from Viad and the audits of the MoneyGram benefit plans. |
(3) | Tax fees for 2004 include professional services rendered in connection with the review of MoneyGram’s tax returns and other tax compliance and planning matters. Tax fees for 2003 include professional services rendered in connection with tax planning matters. |
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• | Attract and retain high caliber, experienced talent; | |
• | Be viewed as fair by external stakeholders based on the value delivered by the management team; | |
• | Encourage proactive contributions by individuals and accountability for the overall success of MoneyGram; and | |
• | Support future growth and long-term value creation for stockholders. |
• | MoneyGram’s financial performance, including net income, earnings per share growth, net revenue and cash flow; | |
• | MoneyGram’s size and complexity; and | |
• | Each executive’s contribution to MoneyGram’s overall results. |
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Respectfully Submitted, | |
Jess T. Hay, (Chair) | |
Judith K. Hofer | |
Linda Johnson Rice | |
Timothy R. Wallace |
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6/22/04 | 6/30/04 | 7/31/04 | 8/31/04 | 9/30/04 | 10/31/04 | 11/30/04 | 12/31/04 | |||||||||||||||||||||||||
MONEYGRAM INTERNATIONAL, INC. | 100.00 | 105.64 | 95.90 | 85.64 | 87.64 | 95.44 | 109.76 | 108.53 | ||||||||||||||||||||||||
PEER GROUP INDEX | 100.00 | 101.40 | 98.41 | 94.89 | 98.30 | 94.90 | 97.56 | 100.33 | ||||||||||||||||||||||||
S&P 500 INDEX | 100.00 | 100.00 | 96.69 | 97.08 | 98.13 | 99.63 | 103.66 | 107.19 |
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Annual Compensation | Long Term Compensation | ||||||||||||||||||||||||||||||||
Long Term | |||||||||||||||||||||||||||||||||
Other | Restricted | Securities | Incentive | All | |||||||||||||||||||||||||||||
Annual | Stock | Underlying | Plan | Other | |||||||||||||||||||||||||||||
Name and | Salary | Bonus | Compensation | Awards | Options | Payouts | Compensation | ||||||||||||||||||||||||||
Principal Position | Year | ($) | ($)(1) | ($)(2) | ($)(3)(4)(5) | (#)(6) | ($)(7) | ($)(8) | |||||||||||||||||||||||||
Philip W. Milne | 2004 | 495,712 | 684,800 | 35,923 | 654,675 | 36,600 | - | 10,415 | |||||||||||||||||||||||||
President, Chief | 2003 | 415,385 | 228,500 | 38,767 | 289,191 | 45,700 | - | 5,631 | |||||||||||||||||||||||||
Executive Officer | 2002 | 400,001 | 100,000 | 40,294 | 830,376 | 45,700 | 243,800 | 6,000 | |||||||||||||||||||||||||
David J. Parrin | 2004 | 321,054 | 321,100 | 35,500 | 91,350 | 11,500 | - | 9,988 | |||||||||||||||||||||||||
Vice President, Chief | 2003 | 307,048 | 115,000 | 18,614 | 132,618 | 12,500 | - | - | |||||||||||||||||||||||||
Financial Officer | 2002 | (9) | 167,308 | 39,400 | 8,888 | 218,520 | 11,000 | - | - | ||||||||||||||||||||||||
Anthony P. Ryan | 2004 | 312,692 | 294,600 | 27,508 | 96,425 | 12,100 | - | 6,665 | |||||||||||||||||||||||||
Vice President, | 2003 | 288,990 | 169,400 | 14,360 | 132,618 | 10,000 | - | 4,516 | |||||||||||||||||||||||||
General Manager | 2002 | 246,750 | 55,500 | 10,858 | 223,983 | 8,200 | 49,500 | 4,271 | |||||||||||||||||||||||||
Global Funds Transfer | |||||||||||||||||||||||||||||||||
William J. Putney | 2004 | 309,231 | 278,300 | 24,874 | 73,588 | 9,500 | - | 8,735 | |||||||||||||||||||||||||
Vice President, Chief | 2003 | 294,231 | 100,000 | 10,147 | 116,210 | 10,000 | - | 6,000 | |||||||||||||||||||||||||
Investment Officer | 2002 | 237,756 | 61,900 | 10,642 | 204,863 | 6,700 | 49,500 | 5,546 | |||||||||||||||||||||||||
Mary A. Dutra | 2004 | 245,035 | 245,000 | 22,596 | 65,975 | 8,200 | - | 9,408 | |||||||||||||||||||||||||
Vice President, | 2003 | 226,060 | 113,000 | 9,855 | 70,411 | 8,500 | - | 6,000 | |||||||||||||||||||||||||
General Manager | 2002 | 188,183 | 39,300 | 9,855 | 125,649 | 5,100 | - | 5,646 | |||||||||||||||||||||||||
Payment Systems |
(1) | Bonuses represent awards in recognition of achievements in each year under the Viad Corp Management Incentive Plan in 2002 and 2003 and the MoneyGram Management Incentive Plan in 2004. |
(2) | Other annual compensation represents primarily financial counseling, car allowances, club dues and reimbursement for taxes paid on certain benefits. |
(3) | Amounts represent the value of Viad restricted stock granted by Viad prior to the Spin-Off based on the closing price of Viad common stock on the date of grant. In the Spin-Off, each holder of Viad restricted stock received one share of MoneyGram restricted stock for each share of Viad restricted stock held on the record date of the Spin-Off. See “Our Spin-Off from Viad Corp — Treatment of Equity Ownership” above. The value of MoneyGram restricted stock received by the Named Executive Officers as a result of the one-for-one distribution in the Spin-Off was as follows on July 1, 2004, calculated based on the number of shares held and the closing price of MoneyGram common stock on such date: |
MoneyGram Restricted Stock | ||||||||||||
Value at 7/1/2004 | ||||||||||||
2004 | 2003 | 2002 | ||||||||||
Name | Grants | Grants | Grants | |||||||||
Philip W. Milne | $ | 547,734 | $ | 299,343 | $ | 645,392 | ||||||
David J. Parrin | 76,428 | 137,273 | 169,840 | |||||||||
Anthony P. Ryan | 80,674 | 137,273 | 174,086 | |||||||||
William J. Putney | 61,567 | 120,289 | 159,225 | |||||||||
Mary A. Dutra | 55,198 | 72,883 | 97,658 |
(4) | Dividends are paid on both Viad and MoneyGram restricted stock at the same rate as paid on the Viad and MoneyGram common stock, respectively. The awards in each of 2002, 2003 and 2004 include a grant of restricted stock which vests in three equal annual installments beginning one year from the date of grant. The |
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awards in 2002 include a grant of performance driven restricted stock which vests, subject to forfeiture, 100% on the third anniversary of the date of grant if performance targets during each of the preceding three years are met, or 100% on the fourth anniversary of the date of grant if performance targets are met at an average level of least 75% over the preceding four years. The awards in 2003 and 2004 also include a grant of performance based restricted stock which vests, subject to forfeiture, based on the level of achievement of performance targets in the year of grant as follows: (1) if performance targets are met, the shares vest in three equal annual installments beginning one year from the date of grant; or (2) if performance targets are met at a level between 90% and 100% for the 2003 grant, or 80% and 100% for the 2004 grant, a fixed portion of 25% plus an additional ratable portion of up to 75% of the shares will vest in three equal annual installments beginning one year from the date of grant. |
(5) | At December 31, 2004, the aggregate number and value of shares of Viad and MoneyGram restricted stock held by the Named Executive Officers were as follows, calculated based on the number of shares held and the closing price of the common stock on such date: |
MoneyGram | ||||||||||||||||
Viad Restricted Stock | Restricted Stock | |||||||||||||||
Name | Held at 12/31/2004 | Held at 12/31/2004 | ||||||||||||||
(#)(a) | ($) | (#) | ($) | |||||||||||||
Philip W. Milne | 21,325 | $ | 607,549 | 85,300 | $ | 1,803,242 | ||||||||||
David J. Parrin | 4,516 | 128,661 | 18,066 | 381,915 | ||||||||||||
Anthony P. Ryan | 4,616 | 131,510 | 18,466 | 390,371 | ||||||||||||
William J. Putney | 4,016 | 114,416 | 16,066 | 339,635 | ||||||||||||
Mary A. Dutra | 2,658 | 75,726 | 10,633 | 224,782 |
(a) | Adjusted for Viad one-for-four reverse stock split effected July 1, 2004. |
(6) | Amounts represent the number of shares underlying options granted by Viad prior to the Spin-Off, which have not been adjusted to reflect Viad’s one-for-four reverse stock split effected July 1, 2004. At the time of the Spin-Off, each option to purchase a share of Viad common stock was converted into an option to purchase one share of Viad common stock and an option to purchase one share of MoneyGram common stock. See “Our Spin-Off from Viad Corp — Treatment of Equity Ownership” above. The number of shares underlying options to purchase Viad common stock and options to purchase MoneyGram common stock held by the Named Executive Officers as a result of the Spin-Off was as follows on July 1, 2004: |
Securities | ||||||||||||
Securities | Underlying | |||||||||||
Underlying Viad | MoneyGram | |||||||||||
Options | Options | |||||||||||
at 7/1/2004 | at 7/1/2004 | |||||||||||
Name | Year | (#)(a) | (#) | |||||||||
Philip W. Milne | 2004 | 9,150 | 36,600 | |||||||||
2003 | 11,424 | 45,700 | ||||||||||
2002 | 11,425 | 45,700 | ||||||||||
David J. Parrin | 2004 | 2,874 | 11,500 | |||||||||
2003 | 3,124 | 12,500 | ||||||||||
2002 | 2,750 | 11,000 | ||||||||||
Anthony P. Ryan | 2004 | 3,025 | 12,100 | |||||||||
2003 | 2,499 | 10,000 | ||||||||||
2002 | 2,050 | 8,200 | ||||||||||
William J. Putney | 2004 | 2,374 | 9,500 | |||||||||
2003 | 2,500 | 10,000 | ||||||||||
2002 | 1,674 | 6,700 | ||||||||||
Mary A. Dutra | 2004 | 2,050 | 8,200 | |||||||||
2003 | 2,124 | 8,500 | ||||||||||
2002 | 1,274 | 5,100 |
(a) | Adjusted for Viad one-for-four reverse stock split effected July 1, 2004. |
(7) | Long-term incentive plan payouts represent payments under the Viad Corp Performance Unit Incentive Plan for the 1999 — 2001 performance period. No payments were made under the Viad Corp Performance Unit Incentive Plan for the 2002 — 2004 performance period. |
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(8) | Amounts represent the value of matching contributions under the Viad 401(k) Plan made in the form of Viad common stock prior to the Spin-Off and the value of matching contributions under the MoneyGram 401(k) Plan made in the form of MoneyGram common stock after the Spin-Off. |
(9) | Mr. Parrin joined Travelers Express on June 10, 2002. |
Individual Grants | ||||||||||||||||||||||||
Potential Realizable | ||||||||||||||||||||||||
% of Total | Value at Assumed | |||||||||||||||||||||||
Number of | Options | Annual Rates of Stock | ||||||||||||||||||||||
Securities | Granted to | Price Appreciation | ||||||||||||||||||||||
Underlying | Employees | Exercise | For Option Term | |||||||||||||||||||||
Options | in Fiscal | Price | Expiration | |||||||||||||||||||||
Name | Granted (1) | Year (2) | ($/Share) (3) | Date | 5% ($) | 10% ($) | ||||||||||||||||||
Philip W. Milne | 36,600 | 5.1 | % | $ | 25.38 | 2/18/2011 | $ | 584,070 | $ | 1,480,148 | ||||||||||||||
David J. Parrin | 11,500 | 1.6 | % | 25.38 | 2/18/2011 | 183,519 | 465,074 | |||||||||||||||||
Anthony P. Ryan | 12,100 | 1.7 | % | 25.38 | 2/18/2011 | 193,094 | 489,339 | |||||||||||||||||
William J. Putney | 9,500 | 1.3 | % | 25.38 | 2/18/2011 | 151,603 | 384,192 | |||||||||||||||||
Mary A. Dutra | 8,200 | 1.1 | % | 25.38 | 2/18/2011 | 130,857 | 331,618 |
(1) | Not adjusted for Viad one-for-four reverse stock split effected July 1, 2004. The number of securities underlying options granted, as adjusted for the one-for-four reverse stock split, is as follows: Mr. Milne, 9,150; Mr. Parrin, 2,874; Mr. Ryan, 3,025; Mr. Putney, 2,374; Ms. Dutra, 2,050. See Note 6 to Summary Compensation Table. |
(2) | Calculated as a percentage of options to purchase shares of Viad common stock granted to all Viad employees in 2004. |
(3) | The option exercise price is the closing price on the date of the grant, which has not been adjusted for the one-for-four reverse stock split effected July 1, 2004. The exercise price of the Viad stock options was adjusted to $24.22 per share in the Spin-Off, and was calculated by multiplying the exercise price of the Viad stock option by four times a fraction, the numerator of which was the closing price of a share of Viad common stock on July 1, 2004 (divided by four to reflect the reverse stock split) and the denominator of which was that price plus the closing price of a share of MoneyGram common stock on July 1, 2004. |
The options vest in equal portions over five years, beginning one year from the date of the grant. The options are subject to forfeiture and non-competition provisions. The exercise price may be paid by delivery of already owned shares, and tax withholding obligations resulting from the exercise may be paid by surrendering a portion of the shares being acquired, subject to certain conditions. In the event of a change in control, the options vest immediately and may be surrendered for cash. |
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Individual Grants | ||||||||||||||||||||||||
Potential Realizable | ||||||||||||||||||||||||
% of Total | Value at Assumed | |||||||||||||||||||||||
Number of | Options | Annual Rates of Stock | ||||||||||||||||||||||
Securities | Granted to | Price Appreciation | ||||||||||||||||||||||
Underlying | Employees | Exercise | For Option Term | |||||||||||||||||||||
Options | in Fiscal | Price | Expiration | |||||||||||||||||||||
Name | Granted | Year (1) | ($/Share) (2) | Date | 5% ($) | 10% ($) | ||||||||||||||||||
Philip W. Milne | 36,600 | 5.2 | % | $ | 19.32 | 2/18/2011 | $ | 444,699 | $ | 1,126,954 | ||||||||||||||
David J. Parrin | 11,500 | 1.6 | % | 19.32 | 2/18/2011 | 139,728 | 354,098 | |||||||||||||||||
Anthony P. Ryan | 12,100 | 1.7 | % | 19.32 | 2/18/2011 | 147,018 | 372,572 | |||||||||||||||||
William J. Putney | 9,500 | 1.3 | % | 19.32 | 2/18/2011 | 115,427 | 292,515 | |||||||||||||||||
Mary A. Dutra | 8,200 | 1.2 | % | 19.32 | 2/18/2011 | 99,632 | 252,487 |
(1) | Calculated as a percentage of options to purchase shares of Viad common stock granted to all Viad employees in 2004. |
(2) | The exercise price of the MoneyGram stock options was calculated at the time of the Spin-Off by multiplying (A) the exercise price of the original Viad option times (B) a fraction, the numerator of which was the closing price of a share of MoneyGram common stock on July 1, 2004 and the denominator of which was that price plus the closing price of a share of Viad common stock on July 1, 2004 (divided by four to reflect the reverse stock split). The options vest in five equal annual installments, beginning one year from the date of grant. The options are subject to forfeiture and non-competition provisions. The exercise price may be paid by delivery of already owned shares, and tax withholding obligations resulting from the exercise may be paid by surrendering a portion of the shares being acquired, subject to certain conditions. In the event of a change in control, the options vest immediately and may be surrendered for cash. |
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Number of | ||||||||||||||||||||||||
Securities Underlying | Value of Unexercised | |||||||||||||||||||||||
Unexercised Options | In-the-Money Options | |||||||||||||||||||||||
Shares | at Fiscal Year-End | at Fiscal Year-End | ||||||||||||||||||||||
Acquired on | Value | |||||||||||||||||||||||
Exercise | Realized | Exercisable | Unexercisable | Exercisable | Unexercisable | |||||||||||||||||||
Name | (#) (1)(2) | ($) | (#) | (#) | ($) | ($) | ||||||||||||||||||
Philip W. Milne | 5,190 | $ | 39,312 | 60,755 | 16,765 | $ | 368,457 | $ | 106,995 | |||||||||||||||
David J. Parrin | - | - | 3,792 | 4,956 | 21,042 | 30,844 | ||||||||||||||||||
Anthony P. Ryan | 1,650 | 10,956 | 14,450 | 4,690 | 82,949 | 27,772 | ||||||||||||||||||
William J. Putney | 2,250 | 17,799 | 12,205 | 4,040 | 74,230 | 24,999 | ||||||||||||||||||
Mary A. Dutra | 3,582 | 35,678 | 9,230 | 3,465 | 50,106 | 21,376 |
(1) | Adjusted for Viad one-for-four reverse stock split effected July 1, 2004. |
(2) | Actual shares received may be less than the number of shares issued upon exercise due to surrendering of shares for payment of withholding taxes and exercise price. Mr. Milne surrendered 2,610 shares, for a net share issuance upon exercise of 2,580 shares. Mr. Ryan surrendered 112 shares, for a net share issuance upon exercise of 1,538 shares. Ms. Dutra surrendered 1,000 shares, for a net share issuance upon exercise of 2,582 shares. |
Number of | ||||||||||||||||||||||||
Securities Underlying | Value of Unexercised | |||||||||||||||||||||||
Unexercised Options | In-the-Money Options | |||||||||||||||||||||||
Shares | at Fiscal Year-End | at Fiscal Year-End | ||||||||||||||||||||||
Acquired on | Value | |||||||||||||||||||||||
Exercise | Realized | Exercisable | Unexercisable | Exercisable | Unexercisable | |||||||||||||||||||
Name | (#) (1) | ($) | (#) | (#) | ($) | ($) | ||||||||||||||||||
Philip W. Milne | 6,068 | $ | 50,180 | 257,734 | 67,066 | $ | 939,305 | $ | 235,532 | |||||||||||||||
David J. Parrin | - | - | 15,167 | 19,833 | 43,179 | 67,146 | ||||||||||||||||||
Anthony P. Ryan | - | - | 64,409 | 18,766 | 229,038 | 59,020 | ||||||||||||||||||
William J. Putney | - | - | 57,834 | 16,166 | 245,021 | 54,264 | ||||||||||||||||||
Mary A. Dutra | 3,764 | 33,482 | 47,498 | 13,866 | 208,592 | 46,352 |
(1) | Actual shares received may be less than the number of shares issued upon exercise due to surrendering of shares for payment of withholding taxes and exercise price. Mr. Milne surrendered 4,149 shares, for a net share issuance upon exercise of 1,919 shares. |
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Years of Credited Service | ||||||||||||||||||||||
Remuneration | 10 Years | 15 Years | 20 Years | 25 Years | 30 Years | |||||||||||||||||
$ | 200,000 | $ | 35,531 | $ | 53,297 | $ | 71,062 | $ | 88,828 | $ | 93,828 | |||||||||||
250,000 | 45,531 | 68,297 | 91,062 | 113,828 | 120,078 | |||||||||||||||||
300,000 | 55,531 | 83,297 | 111,062 | 138,828 | 146,328 | |||||||||||||||||
400,000 | 75,531 | 113,297 | 151,062 | 188,828 | 198,828 | |||||||||||||||||
500,000 | 95,531 | 143,297 | 191,062 | 238,828 | 251,328 | |||||||||||||||||
600,000 | 115,531 | 173,297 | 231,062 | 288,828 | 303,828 | |||||||||||||||||
750,000 | 145,531 | 218,297 | 291,062 | 363,828 | 382,578 | |||||||||||||||||
1,000,000 | 195,531 | 293,297 | 391,062 | 488,828 | 513,828 | |||||||||||||||||
1,250,000 | 245,531 | 368,297 | 491,062 | 613,828 | 645,078 | |||||||||||||||||
1,500,000 | 295,531 | 443,297 | 591,062 | 738,828 | 776,328 | |||||||||||||||||
1,750,000 | 345,531 | 518,297 | 691,062 | 863,828 | 907,578 | |||||||||||||||||
2,000,000 | 395,531 | 593,297 | 791,062 | 988,828 | 1,038,828 | |||||||||||||||||
2,250,000 | 445,531 | 668,297 | 891,062 | 1,113,828 | 1,170,078 | |||||||||||||||||
2,500,000 | 495,531 | 743,297 | 991,062 | 1,238,828 | 1,301,328 | |||||||||||||||||
2,750,000 | 545,531 | 818,297 | 1,091,062 | 1,363,828 | 1,432,578 |
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• | the participant’s highest annual salary; | |
• | the participant’s greatest cash bonus under the Management Incentive Plan for any of the preceding four years or, if higher, his or her target bonuses for the fiscal year in which the change of control occurs; and | |
• | the participant’s greatest cash bonus under the Performance Unit Incentive Plan for any of the preceding four years or, if higher, the aggregate value of shares when earned during a performance period under any performance-related restricted stock award during the preceding four years, or if higher, the aggregate value at the time of grant of target shares awarded to the participant under the performance-related restricted stock programs for the fiscal year in which the change of control occurs. |
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• | No person may be granted under the 2005 Omnibus Plan in any calendar year awards, the value of which is based solely on an increase in the value of our common stock after the date of grant of the award, of more than 500,000 shares in the aggregate. | |
• | Our non-employee directors, as a group, may not be granted awards in the aggregate of more than 3% percent of the shares available for awards under the 2005 Omnibus Plan. | |
• | A maximum of 7.5 million shares will be available for granting incentive stock options under the 2005 Omnibus Plan, subject to the provisions of Section 422 or 424 of the Internal Revenue Code or any successor provision. |
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• | stock options (including both incentive and non-qualified stock options); | |
• | stock appreciation rights (“SARs”); | |
• | restricted stock and restricted stock units; | |
• | dividend equivalents; | |
• | performance awards of cash, stock or property; | |
• | stock awards; and | |
• | other stock-based awards. |
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Number of securities | |||||||||||||
remaining available | |||||||||||||
Number of securities | for future issuance | ||||||||||||
to be issued | Weighted average | under equity | |||||||||||
upon exercise | exercise price ($) | compensation plans | |||||||||||
of outstanding | of outstanding | (excluding securities | |||||||||||
options, warrants | options, warrants | reflected in | |||||||||||
Plan Category | and rights | and rights | column (a)) | ||||||||||
(a) | (b) | (c) | |||||||||||
Equity compensation plans approved by stockholders | 5,596,741(1) | $ | 17.99 | 2,159,393(2)(3) | |||||||||
Equity compensation plans not approved by stockholders | None | None | None | ||||||||||
Total | 5,596,741(1) | $ | 17.99 | 2,159,393(2)(3) |
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(1) | Column (a) does not include any restricted stock awards that have been issued under the 2004 Omnibus Plan or any stock units granted under any deferred compensation plan. In 2004, 55,000 shares of restricted stock were granted under the 2004 Omnibus Plan. |
(2) | The numbers reflected in this column are based on the 7,811,134 shares authorized for issuance under the 2004 Omnibus Plan. The number of shares available for grant under the 2004 Omnibus Plan in each calendar year is equal to 2% of the total number of shares of common stock outstanding as of the first day of each year. Any shares available for grant in a particular calendar year which are not granted in such year are carried forward and added to the shares available for grant in any subsequent calendar year. |
(3) | In addition to the grant of options, warrants or rights, includes up to 1,507,226 shares of common stock that could be issued as restricted stock. |
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• | Deliver a signed, written revocation letter, dated later than the proxy, to Teresa H. Johnson, Vice President, General Counsel and Secretary, at our Minneapolis address first listed on page 1 above. | |
• | Deliver a signed proxy, dated later than the prior proxy, to MoneyGram International, Inc. c/o Wells Fargo Shareowner Services, 161 N Concord Exchange Street, St. Paul, MN 55075. |
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• | Vote again by telephone prior to the meeting. | |
• | Attend the meeting and vote in person rather than by proxy. Your attendance at the meeting will not revoke your proxy unless you choose to vote in person. |
TERESA H. JOHNSON | |
Vice President, General Counsel | |
and Secretary |
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1. | Director Qualifications |
2. | Submissions Regarding Nominees for Election at Annual Meetings. |
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3. | Stockholder Communications with Board of Directors. |
4. | Board Member Changes in Primary Role. |
5. | Number of Directorships. |
6. | Term Limits. |
7. | Director Responsibilities |
8. | Separation of Offices of Chairman and Chief Executive Officer |
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9. | Board Meeting Agendas. |
10. | Meetings of Non-Management and Independent Directors. |
11. | Communications with the Corporation’s Constituencies. |
12. | Board Committees |
13. | Director Access to Officers and Employees |
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14. | Director Compensation |
15. | Director Orientation and Continuing Education |
16. | CEO Evaluation and Management Succession |
17. | Annual Review of Board Composition and Performance Evaluation |
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1. | Employees of Corporation. No director who is employed by, or whose immediate family member is an executive officer of, the Corporation or its affiliates will be considered independent until five years after the end of such employment relationship. |
2. | Employees of Auditors. No director who, or whose immediate family member, is employed by or affiliated with the Corporation’s independent auditor will be considered independent until five years after the end of such affiliation or employment. |
3. | Compensation. No director who, or whose immediate family member is an executive officer of the Corporation or its affiliates, receives more than $60,000 per year in direct compensation from the Corporation or its affiliates (other than director and committee fees, and pension or other forms of deferred compensation for prior service, provided such compensation is not contingent in any way on continued service) will be considered independent until five years after he or she ceases to receive more than $60,000 per year in such compensation. |
4. | Interlocking Relationships. No director who, or whose immediately family member, has an interlocking relationship, as defined by the rules of the Securities and Exchange Commission, between any member of the Corporation’s Human Resources Committee or Corporate Governance and Nominating Committee and any executive officer of the Corporation will be considered independent until five years after the end of the relationship. |
5. | Voting Power. No director who directly or indirectly, through any contract, arrangement, understanding, family or business relationship or otherwise, has or shares beneficial ownership of more than 10% of any class of voting equity securities of the Corporation will be considered independent. |
6. | Independence of Audit Committee Members. No director who serves as a member of the Audit Committee of the Corporation’s Board of Directors will be considered independent if (a) he or she accepts directly or indirectly any consulting, advisory, or other compensatory fee from the Corporation or its affiliates (other than director and committee fees, and pension or other forms of deferred compensation for prior service, provided such compensation is not contingent in any way on continued service); or (b) is an affiliated person of the Corporation or its affiliates. |
7. | Commercial or Charitable Relationships. The following commercial or charitable relationships will not be considered to be material relationships that would impair a director’s independence: |
(a) | if the director is an executive officer or employee, or whose immediate family member is an executive officer, of another company that does business with the Corporation and/or its affiliates and the annual sales to, or purchases from, the Corporation and/or its affiliates are less than the greater of $1.0 million or 1% of the other company’s annual consolidated gross revenues; |
(b) | if the director is an executive officer of another company which is indebted to the Corporation, or to which the Corporation is indebted, and the total amount of either company’s indebtedness to the other is less than 1% of the total consolidated assets of the company that he or she serves as an executive officer; or |
(c) | if the director serves as an officer, director or trustee of a charitable organization, and (1) the Corporation’s annual charitable contributions to the organization are less than the greater of $200,000 or 1% of that organization’s total annual charitable receipts. (The Corporation’s automatic matching of director charitable contributions will not be included in the amount of the Corporation’s contributions for this purpose.) |
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1. | It is the policy of the Company to facilitate communications of stockholders with the Board of Directors, Committees of the Board and individual directors. |
2. | In accordance with the rules of the New York Stock Exchange, stockholders may send communications to the Board, its committees, or individual directors, or specifically the presiding director, or the non-management directors as a group. Complaints and concerns regarding the Company, including its financial statements, accounting and auditing matters and internal accounting controls, may also be reported anonymously and confidentially via the Company’s Always Honest Hotline at 800-443-4113. |
3. | The Company’s acceptance and forwarding of a communication to the Board or any member or members of the Board does not imply that the directors owe or assume any fiduciary duty to the person submitting the communication, all such duties being only as prescribed by applicable law. |
4. | Communications to the directors must in writing and sent care of the Company’s Secretary to the Company’s headquarters address. |
5. | Upon receipt, each communication shall be entered into an intake record maintained for this purpose, including the name of the person submitting the communication, the date and time of receipt of the communication, the information concerning the person submitting the communication (required to accompany the communication) and a brief statement of the subject mater of the communication. The record shall also indicate the action taken with respect to the communication, as prescribed by these procedures. |
6. | The personnel responsible for receiving and processing the communications shall send an acknowledgment of receipt to each person submitting a communication. |
7. | The personnel responsible for receiving and processing the communications shall review each communication to determine whether the communication satisfies the procedural requirements for submission under these procedures. |
8. | If a communication does not conform to the procedural requirements of these procedures, the communication shall be returned to the person submitting the communication, together with a brief explanation of the defect(s). |
9. | Communications shall be assembled by the responsible personnel for delivery. The assembled communications shall be delivered to the directors on a periodic basis, generally in advance of each regularly scheduled meeting of the Board. |
10. | The periodic deliveries of the assembled communications shall be organized chronologically, topically or in some other fashion designed to facilitate the directors’ review of the communications. |
11. | The personnel responsible for receiving and processing the communications may accompany the communications delivered to the Board with relevant materials or analyses, together with any |
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recommendations of management, that may be useful to the directors in the consideration of the communications. | |
12. | If so instructed by the Chairman of the Board, communications directed to the Board as a whole, but relating to the area of competence of one of the Board’s committees, shall be delivered to that committee, with a copy to the Chairman. |
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1. | Review and discuss with management and the independent auditor the annual audited financial statements, including disclosures made in management’s discussion and analysis, and recommend to the Board whether the audited financial statements should be included in the Corporation’s Form 10-K. |
2. | Review and discuss with management and the independent auditor the Corporation’s quarterly financial statements prior to the filing of its Form 10-Q, including the results of the independent auditor’s review of the quarterly financial statements and disclosures made in management’s discussion and analysis. |
3. | Discuss with management and the independent auditor significant financial reporting issues and judgments made in connection with the preparation of the Corporation���s financial statements, including any significant changes in the Corporation’s selection or application of accounting principles. |
4. | Review and discuss with management and the independent auditor any major issues as to the adequacy of the Corporation’s internal controls and any special steps adopted in light of material control deficiencies and the adequacy of disclosures about changes in internal control over financial reporting. |
5. | Review and discuss quarterly with the independent auditors: |
(a) | All critical accounting policies and practices to be used. |
(b) | All alternative treatments of financial information within generally accepted accounting principles that have been discussed with management, ramifications of the use of such alternative disclosures and treatments, and the treatment preferred by the independent auditor. |
(c) | Other material written communications between the independent auditor and management, such as any management letter or schedule of unadjusted differences. |
6. | Review and discuss with management (including the senior internal audit executive) and the independent auditor the Corporation’s internal controls report and the independent auditor’s attestation of the report prior to the filing of the Corporation’s Form 10-K. |
7. | Discuss with management and the independent auditor the Corporation’s earnings press releases, including the use of “pro forma” or “adjusted” non-GAAP information, and discuss with manage- |
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ment the Corporation’s financial information and earnings guidance provided to analysts and rating agencies. Such discussion may be done generally (consisting of discussing the types of information to be disclosed and the types of presentations to be made). | |
8. | Discuss with management and the independent auditor the effect of regulatory and accounting initiatives and any off-balance sheet structures, and the independent auditor’s views on the Corporation’s accounting principles and the underlying management estimates for significant accruals and reserves reflected in the Corporation’s financial statements. |
9. | Discuss with management the Corporation’s major financial risk exposures and the steps management has taken to monitor and control such exposures, including the Corporation’s risk assessment and risk management policies. |
10. | Discuss with the independent auditor the matters required to be discussed by Statement on Auditing Standards No. 61 relating to the conduct of the audit, including any difficulties encountered in the course of the audit work, any restrictions on the scope of activities or access to requested information, and any significant disagreements with management. |
11. | Review disclosures made to the Audit Committee by the Corporation’s CEO and CFO during their certification process for the Form 10-K and Form 10-Q about any significant deficiencies in the design or operation of internal controls or material weaknesses therein and any fraud involving management or other employees who have a significant role in the Corporation’s internal controls. |
12. | Review and evaluate the lead partner of the independent auditor team. |
13. | Obtain and review a report from the independent auditor at least annually regarding (a) the independent auditor’s internal quality-control procedures, (b) any material issues raised by the most recent internal quality-control review, or peer review, of the firm, or by any inquiry or investigation by governmental or professional authorities within the preceding five years respecting one or more independent audits carried out by the firm, (c) any steps taken to deal with any such issues, and (d) all relationships between the independent auditor and the Corporation. Evaluate the qualifications, performance and independence of the independent auditor, including considering whether the auditor’s quality controls are adequate and the provision of permitted non-audit services is compatible with maintaining the auditor’s independence, and taking into account the opinions of management and internal auditors. The Audit Committee shall present its conclusions with respect to the independent auditor to the Board. |
14. | Ensure the rotation of the audit partners and other engagement team members to the extent required by law. Consider whether, in order to assure continuing auditor independence, it is appropriate to adopt a policy of rotating the independent auditing firm on a regular basis. |
15. | Establish policies for the Corporation’s hiring of employees or former employees of the independent auditor who participated in any capacity in the audit of the Corporation. |
16. | Discuss with the independent auditor all issues on which the auditor’s national office was consulted and all material accounting issues on which the auditor consulted with any individual or a group not a part of the engagement team. |
17. | Meet with the independent auditor prior to the audit to discuss the planning and staffing of the audit. |
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18. | Review any process of appointment and/or replacement of the senior internal auditing executive. |
19. | Discuss with the senior internal auditing executive, as well as the independent auditor and management, the responsibilities, budget, staffing, planned scope of work and performance of the internal audit department. |
20. | Review the report of the internal auditing department activities and the significant reports to management prepared by the internal auditing department and management’s responses. |
21. | Obtain from the independent auditor assurance that Section 10A(b) of the Exchange Act has not been implicated (relating to auditor disclosure to the Audit Committee of corporate fraud or other illegal acts). |
22. | Review with management, including the Corporation’s General Counsel and the Corporation’s senior internal auditing executive, and with the independent auditor, the status of the Corporation’s subsidiaries or operating companies’ conformity with applicable legal requirements and the Corporation’s compliance program and with the Corporation’s Code of Ethics. |
23. | Advise the Board with respect to the Corporation’s policies and procedures regarding compliance with applicable laws and regulations and with the Corporation’s compliance program and with the Corporation’s Code of Ethics. |
24. | Establish procedures for the receipt, retention and treatment of complaints received by the Corporation regarding accounting, internal accounting controls or auditing matters, and the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters. |
25. | Discuss with management and the independent auditor any correspondence with regulators or governmental agencies and any published reports which raise material issues regarding the Corporation’s financial statements or accounting policies. |
26. | Discuss with the Corporation’s General Counsel legal matters that may have a material impact on the financial statements or the Corporation’s compliance policies and internal controls. |
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Page | ||||||
PURPOSE | C-3 | |||||
DEFINITIONS | C-3 | |||||
ADMINISTRATION. | C-5 | |||||
Power and Authority of the Committee | C-5 | |||||
Delegation | C-5 | |||||
Power and Authority of the Board of Directors | C-5 | |||||
SHARES AVAILABLE FOR AWARDS | C-6 | |||||
Shares Available | C-6 | |||||
Accounting for Awards | C-6 | |||||
Adjustments | C-6 | |||||
Award Limitations Under the Plan | C-6 | |||||
ELIGIBILITY | C-7 | |||||
AWARDS | C-7 | |||||
Options | C-7 | |||||
Stock Appreciation Rights | C-7 | |||||
Restricted Stock and Restricted Stock Units | C-8 | |||||
Dividend Equivalents | C-8 | |||||
Performance Awards | C-8 | |||||
Stock Awards | C-9 | |||||
Other Stock-Based Awards | C-9 | |||||
General | C-9 | |||||
AMENDMENT AND TERMINATION; CORRECTIONS | C-10 | |||||
Amendments to the Plan | C-10 | |||||
Amendments to Awards | C-10 | |||||
Correction of Defects, Omissions and Inconsistencies | C-11 | |||||
INCOME TAX WITHHOLDING | C-11 | |||||
GENERAL PROVISIONS | C-11 | |||||
No Rights to Awards | C-11 | |||||
Award Agreements | C-11 | |||||
No Rights of Stockholders | C-11 | |||||
No Limit on Other Compensation Plans or Arrangements | C-11 | |||||
No Right to Employment or Directorship | C-11 | |||||
Governing Law | C-11 | |||||
Severability | C-11 | |||||
No Trust or Fund Created | C-12 | |||||
No Fractional Shares | C-12 | |||||
Headings | C-12 | |||||
EFFECTIVE DATE OF THE PLAN | C-12 | |||||
TERM OF THE PLAN | C-12 |
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MONEYGRAM INTERNATIONAL, INC.
ANNUAL MEETING OF STOCKHOLDERS
Tuesday, May 10, 2005
9:00 a.m. Central Standard Time
The Grand Hotel — Grand Ballroom
Minneapolis, Minnesota 55402
MONEYGRAM INTERNATIONAL, INC. 1550 Utica Avenue South Minneapolis, Minnesota 55416 | proxy | |||
This proxy is solicited on behalf of the Board of Directors for use at the Annual Meeting of Stockholders to be held on Tuesday, May 10, 2005.
The shares of stock you hold in your account will be voted as you specify on the reverse side.
If no choice is specified, the proxy will be voted “FOR” Items 1, 2 and 3.
By signing the proxy, you revoke all prior proxies and appoint Robert H. Bohannon and Phillip W. Milne, and each of them, as attorneys and proxies, 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 and all adjournments.
It is important that you vote, sign and return your proxy as soon as possible, whether or not you plan on attending the meeting.
See reverse for voting instructions.
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COMPANY # |
There are two ways to vote your Proxy
VOTE BY PHONE — TOLL FREE — 1-800-560-1965 — QUICK *** EASY *** IMMEDIATE
• | Use any touch-tone telephone to vote your proxy 24 hours a day, 7 days a week, until 12:00 p.m. Central Time on Monday, May 9, 2005. |
• | Please have your proxy card and the last four digits of your Social Security Number or Tax Identification Number available. Follow the simple instructions the voice provides you. |
Your telephone vote authorizes the Named Proxies to vote your shares in the same manner as if you marked, signed and returned your proxy card.
VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid envelope we’ve provided or return it to MoneyGram International, Inc., c/o Shareowner ServicesSM, P.O. Box 64873, St. Paul, MN 55164-0873
If you vote by Phone, please do not mail your Proxy Card
The Board of Directors Recommends a Vote FOR Items 1, 2 and 3.
1. Election of directors: | 01 Judith K. Hofer 03 Phillip W. Milne | |||
02 Robert C. Krueger |
(Instructions: To withhold authority to vote for any indicated nominee, write the number(s) of the
nominee(s) in the box provided to the right.)
o | Vote FOR | o | Vote WITHHELD | |||
all nominees | from all nominees | |||||
(except as marked) | ||||||
2. | Approve the Moneygram International, Inc. 2005 Omnibus Incentive Plan. | o | For | o | Against | o | Abstain | |||||||
3. | Ratify and approve the reappointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2005. | o | For | o | Against | o | Abstain |
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS GIVEN, WILL BE VOTEDFOR PROPOSALS 1, 2 AND 3.
Address Change? Mark Box Indicate changes below: | o | Will Attend Meeting? | o |
Date | ||
Signature(s) in Box
Please sign exactly as your name(s) appears on Proxy. If held in joint tenancy, all persons should sign. Trustees, administrators, etc., should include title and authority. Corporations should provide full name of corporation and title of authorized officer signing the proxy.