¨ Peliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy Statement ¨ Definitive Additional Materials ¨ Soliciting Material Pursuant to §240.14a-11(c) or §240.14a-12 The Limited, Inc. (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): x No fee required. ¨ Fee computed on table below per Exchange Act Rules 14a-6(i)(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: ¨ Fee paid previously with preliminary materials. ¨ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid: (2) Form, Schedule or Registration Statement No.: (3) Filing Party: (4) Date Filed: |
Sincerely yours, |
/S/ LESLIE H. WEXNER |
Leslie H. Wexner |
Chairman of the Board |
Ÿ | Elect four directors to serve for terms of three years. |
Ÿ | Vote on a proposal to amend the Company’s Certificate of Incorporation to increase the number of shares of Common Stock that the Company is authorized to issue from 500,000,000 to 1,000,000,000. |
Ÿ | Transact such other business as may properly come before the meeting. |
By Order of the Board of Directors |
/S/ LESLIE H. WEXNER |
Leslie H. Wexner |
Chairman of the Board |
Information About the Annual Meeting and Voting | 2 | |
Election of Directors | 4 | |
Nominees and directors | 4 | |
Information concerning the Board of Directors | 6 | |
Committees of the Board of Directors | 7 | |
Security ownership of directors and management | 8 | |
Amendment To Increase Authorized Number of Shares | 10 | |
Executive Compensation | 12 | |
Summary compensation table | 12 | |
Long-term incentive plan awards | 13 | |
Stock options | 14 | |
Compensation of directors | 15 | |
Employment agreements with certain executive officers | 16 | |
Section 16(a) beneficial ownership reporting compliance | 17 | |
Report of the Compensation Committee | 18 | |
Compensation philosophy | 18 | |
Principal compensation elements | 18 | |
CEO compensation | 20 | |
Stockholder Return Graph | 21 | |
Share Ownership of Principal Stockholders | 22 | |
Report of the Audit Committee | 23 | |
Independent Public Accountants | 24 | |
Other Matters | 24 | |
Stockholder Proposals | 24 | |
Solicitation Expenses | 25 | |
Audit Committee Charter | A-1 |
Columbus, Ohio
Ÿ | “FOR” the election of four nominees for director (as described on pages 4-5). |
Ÿ | “FOR” the proposal to amend our Certificate of Incorporation to increase the number of shares of Common Stock that The Limited is authorized to issue from 500,000,000 to 1,000,000,000 (as described on pages 10-11). |
Ÿ submitting a later dated proxy (including a proxy via telephone or the Internet), |
Ÿ | notifying our Secretary in writing before the meeting that you have revoked your proxy, or |
Ÿ | voting in person at the meeting. |
Item* | Vote Necessary* | |
---|---|---|
Election of directors | Directors are elected by a plurality of the votes represented by the shares of Common Stock present at the meeting in person or by proxy. This means that the director nominee with the most affirmative votes for a particular slot is elected for that slot. | |
Amendment to Certificate of Incorporation to increase the number of authorized shares | Approval of an amendment to the Company’s Certificate of Incorporation to increase the number of authorized shares of Common Stock requires the affirmative vote of a majority of the outstanding stock entitled to vote thereon. |
* | Under New York Stock Exchange rules, if your broker holds your shares in its name, your broker is permitted to vote your shares on these items even if it does not receive voting instructions from you. |
Eugene M. Freedman | Director since 1995 | Age 69 |
V. Ann Hailey | Director since 2001 | Age 50 |
David T. Kollat | Director since 1976 | Age 62 |
Leslie H. Wexner | Director since 1963 | Age 63 |
Leonard A. Schlesinger | Director since 1996 | Age 48 |
Donald B. Shackelford | Director since 1975 | Age 68 |
Martin Trust | Director since 1978 | Age 66 |
Raymond Zimmerman | Director since 1984 | Age 68 |
E. Gordon Gee | Director since 1991 | Age 57 |
Alex Shumate | Director since 2000 | Age 50 |
Allan R. Tessler | Director since 1987 | Age 64 |
Abigail S. Wexner | Director since 1997 | Age 39 |
Name | Number of Shares of Common Stock Beneficially Owned(a)(b) | Percent of Class | Number of Shares of Intimate Brands, Inc. Class A Common Stock Beneficially Owned(a)(b) | Percent of Intimate Brands Inc. Class A Common Stock | |||||||
---|---|---|---|---|---|---|---|---|---|---|---|
Eugene M. Freedman | 18,767 | (c) | * | 0 | ** | ||||||
E. Gordon Gee | 12,889 | (c) | * | 14,740 | (d) | * | |||||
Kenneth B. Gilman | 1,015,632 | (c)(e)(f) | * | 119,512 | (d)(g) | * | |||||
V. Ann Hailey | 249,217 | (c) | * | 400 | * | ||||||
David T. Kollat | 350,889 | (c) | * | 0 | ** | ||||||
Leonard A. Schlesinger | 71,395 | (c) | * | 1,000 | * | ||||||
Donald B. Shackelford | 153,120 | (c)(f) | * | 21,425 | (d) | * | |||||
Alex Shumate | 578 | * | 9,511 | (d) | * | ||||||
Allan R. Tessler | 51,293 | (c)(f) | * | 0 | ** | ||||||
Martin Trust | 5,062,012 | (c)(e)(f) | 1.2 | % | 18,528 | (h) | * | ||||
Abigail S. Wexner | 10,405,663 | (c)(i) | 2.4 | % | 0 | ** | |||||
Leslie H. Wexner | 77,260,860 | (c)(e)(j) | 18.1 | % | 340,657 | (d) | * | ||||
Raymond Zimmerman | 23,289 | (c)(k) | * | 3,433 | * | ||||||
All directors and executive officers as a group | 84,669,941 | (c)(e)(l) | 19.9 | % | 529,206 | (d)(m) | * |
* | Less than 1%. |
** | Not applicable. |
(a) | Unless otherwise indicated, each named person has voting and investment power over the listed shares and such voting and investment power is exercised solely by the named person or shared with a spouse. |
(b) | Reflects ownership as of March 2, 2001. |
(c) | Includes the following number of shares issuable within 60 days upon the exercise of outstanding stock options: Mr. Freedman, 7,461; Dr. Gee, 7,461; Mr. Gilman, 652,854; Ms. Hailey, 189,136; Dr. Kollat, 7,461; Mr. Schlesinger, 59,721; Mr. Shackelford 7,461; Mr. Tessler, 7,461; Mr. Trust, 459,366; Mrs. Wexner, 3,165; Mr. Wexner, 1,911,558; Mr. Zimmerman, 7,461; and all directors and executive officers as a group, 3,320,566. |
(d) | Includes the following number of shares issuable within 60 days upon the exercise of outstanding stock options: Dr. Gee, 9,425; Mr. Gilman, 96,250; Mr. Shackelford, 9,425; Mr. Shumate, 5,749; Mr. Wexner, 210,000; and all directors and executive officers as a group, 330,849. |
(e) | Includes the following number of shares held in an employee benefit plan, over which the participant has the power to dispose or withdraw shares: Mr. Gilman, 70,350; Mr. Trust, 59,690; Mr. Wexner, 1,103,669 (reflects ownership as of February 28, 2001); and all directors and executive officers as a group, 1,233,709. |
(f) | Includes the following number of shares owned by family members, as to which beneficial ownership is disclaimed: Mr. Gilman, 2,234; Mr. Shackelford, 38,596; Mr. Tessler, 404; and Mr. Trust, 410,995. |
(g) | Includes 2,100 shares owned by family members, as to which Mr. Gilman disclaims beneficial ownership. |
(h) | Includes 6,176 shares, as to which Mr. Trust disclaims beneficial ownership. |
(i) | Includes 400,000 shares held by a trust of which Mrs. Wexner is the beneficiary. Mrs. Wexner disclaims beneficial ownership of these shares. Excludes 67,255,197 shares beneficially owned by Mr. Wexner as to which Mrs. Wexner disclaims beneficial ownership. |
(j) | Includes 700,000 shares held by Health and Science Interests II, 736,634 shares held by The Wexner Foundation and 21,499,700 shares held by The Wexner Children’s Trust. Mr. Wexner disclaims beneficial ownership of the shares held by Health and Science Interests II and The Wexner Foundation. Mr. Wexner shares voting and investment power with others with respect to shares held by The Wexner Foundation. Excludes 400,000 shares held in a trust of which Mrs. Wexner is a beneficiary and as to which Mr. Wexner disclaims beneficial ownership. Includes 10,005,663 shares beneficially owned by Mrs. Wexner as to which Mr. Wexner may be deemed to share voting and investment power. |
(k) | Includes 2,400 shares which are Mr. Zimmerman’s pro rata share of 7,200 shares owned by a corporation of which Mr. Zimmerman is president and a 33% stockholder plus 4,000 shares held by a partnership which is 45% owned by Mr. Zimmerman and 45% owned by his wife. |
(l) | Includes 2,288,863 shares as to which beneficial ownership is disclaimed. |
(m) | Includes 8,276 shares as to which beneficial ownership is disclaimed. |
Annual Compensation | Long-Term Compensation | ||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Name and Principal Position(1) | Fiscal Year | Salary($)(2) | Bonus($)(3) | Other Annual Compensation($) | Restricted Stock Awards($)(5) | Securities Underlying Options Awarded(#)(6) | All Other Compensation ($) | ||||||||||
Leslie H. Wexner | 2000 | $1,361,538 | $ 628,992 | $ 9,432 | (4) | — | — | $266,232 | (7) | ||||||||
Chairman of the Board, Chief | 1999 | 1,185,577 | 3,331,968 | — | $2,353,431 | — | 262,914 | ||||||||||
Executive Officer and President | 1998 | 1,046,154 | 1,519,392 | — | 29,316 | 429,564 | 154,706 | ||||||||||
Kenneth B. Gilman | 2000 | 978,462 | 335,462 | 16,376 | (4) | — | — | 333,843 | (7) | ||||||||
Vice Chairman and Chief | 1999 | 958,077 | 1,999,181 | 14,762 | 2,353,431 | — | 337,363 | ||||||||||
Administrative Officer | 1998 | 936,923 | 935,150 | 14,955 | 158,304 | — | 277,290 | ||||||||||
Martin Trust | 2000 | 797,692 | 1,161,329 | 85,355 | (4) | — | — | 362,548 | (7) | ||||||||
President and Chief Executive | 1999 | 757,115 | 892,696 | 81,412 | — | — | 357,197 | ||||||||||
Officer of Mast Industries, Inc. | 1998 | 727,692 | 1,460,000 | 85,966 | 137,899 | — | 336,771 | ||||||||||
V. Ann Hailey | 2000 | 657,692 | 189,280 | 17,255 | (4) | — | 100,000 | 169,259 | (7) | ||||||||
Executive Vice President, | 1999 | 592,788 | 937,116 | — | — | 100,000 | 79,969 | ||||||||||
Chief Financial Officer | 1998 | 517,307 | 332,367 | — | 2,791,669 | 429,564 | 14,215 | ||||||||||
Leonard A. Schlesinger | 2000 | 632,212 | 200,000 | 118,638 | (4) | 84,759 | 27,616 | 168,000 | (7) | ||||||||
Executive Vice President and | 1999 | 187,981 | 376,499 | — | 1,915,625 | 502,110 | — | ||||||||||
Chief Operating Officer of | |||||||||||||||||
The Limited |
(1) | Mr. Schlesinger joined The Limited on October 1, 1999 as Executive Vice President, Organization, Leadership and Human Resources; therefore, amounts disclosed for 1999 are for partial year. Effective March 1, 2001, Mr. Gilman became Chief Executive Officer of Lane Bryant, Inc. and resigned as a director and executive officer of The Limited. |
(2) | Amounts reported for 2000 reflect a 53 week fiscal year. |
(3) | Represents for each fiscal year, the aggregate of the performance-based incentive compensation for the spring and fall selling seasons. Mr. Schlesinger’s bonus amount for 2000 was determined based on his pre-existing agreement with The Limited. |
(4) | Represents for the 2000 fiscal year, reimbursement of taxes on life insurance premiums paid on behalf of executive officers Gilman, Trust, Hailey and Schlesinger, reimbursement of certain taxes on non-qualified retirement plan imputed income paid on behalf of executive officers Wexner, Gilman, Trust and Hailey and reimbursement for tax on relocation expenses for Mr. Schlesinger. |
(5) | Represents for each executive officer, the restricted stock awards for the specified fiscal year under The Limited’s 1993 Stock Option and Performance Incentive Plan. Information set forth above is based on the closing price of The Limited’s Common Stock on the date on which the awards were made. |
Restricted shares have been adjusted to reflect The Limited’s two-for-one stock split in May 2000. |
On January 31, 2000, 5,524 restricted shares of The Limited’s Common Stock were granted to Mr. Schlesinger. The per share value of The Limited’s Common Stock on such date was $15.3438. This award vests 10%, 10%, 10%, 15%, 20% and 35% on the first through sixth anniversaries of the grant date, respectively, subject to continued employment with The Limited. |
On October 1, 1999, 100,000 restricted shares of The Limited’s Common Stock were granted to Mr. Schlesinger. The per share value of The Limited’s Common Stock on such date was $19.1563. This award has been earned in accordance with pre-established financial performance measures and vests 10%, 10%, 10%, 15%, 20% and 35% on the first through sixth anniversaries of the grant date, respectively, subject to continued employment with The Limited. |
On May 18, 1999, 101,770 restricted shares of The Limited’s Common Stock were granted to each of executive officers Wexner and Gilman. The per share value of the Common Stock on such date was $23.125. This award was earned in accordance with pre-established financial performance measures and vested 100% at the end of the 1999 fiscal year. |
On June 1, 1998, 1,770, 9,558, 8,326 and 4,780 restricted shares of The Limited’s Common Stock were granted to executive officers Wexner, Gilman, Trust and Hailey, respectively. The per share value of the Common Stock on such date was $16.5625. These awards were made in connection with the distribution in 1998 of the Abercrombie & Fitch shares to The Limited’s stockholders. The vesting of these awards is the same as the vesting of the previously granted restricted stock awards to which these adjustment grants relate. |
On February 2, 1998, 200,000 restricted shares of The Limited’s Common Stock were granted to Ms. Hailey. The per share value of The Limited’s Common Stock on such date was $13.5625. This award has been earned in accordance with pre-established financial performance measures and vests 10%, 10%, 10%, 15%, 20% and 35% on the first through sixth anniversaries of the grant date, respectively, subject to continued employment with The Limited. |
Restricted shares of The Limited’s Common Stock granted prior to August 23, 1999 were subsequently adjusted to reflect the spin-off of Limited Too. |
Dividends will not be paid or accrue with respect to shares of restricted stock until such shares vest. |
As of February 3, 2001, the aggregate restricted stock holdings and the value of such holdings for each of the named executive officers were: Mr. Wexner, no shares; Mr. Gilman, 451,044 shares, $8,935,182; Mr. Trust, 300,702 shares, $5,956,907; Ms. Hailey, 225,526 shares, $4,467,670; and Mr. Schlesinger, 94,972 shares, $1,881,395 (based on the $19.81 fair market value of a share of Common Stock as of Friday, February 2, 2001). |
(6) | These options have been adjusted to reflect The Limited’s two-for-one stock split in May 2000. |
(7) | Includes employer matching and supplemental contributions allocated to each executive officer’s account under certain of The Limited’s qualified and non-qualified defined contribution plans during the year in the amount of $266,232, $317,693, $266,328, $156,884 and $10,096 for executive officers Wexner, Gilman, Trust, Hailey and Schlesinger, respectively. |
Includes term life insurance premiums in the amount of $16,150, $96,220, $12,375 and $31,140 paid on behalf of executive officers Gilman, Trust, Hailey and Schlesinger, respectively. |
Includes reimbursement of relocation expenses in the amount of $126,763 for Mr. Schlesinger. |
Individual Grants | Potential Realizable Value at Assumed Annual Rates of Stock Price Appreciation for Option Term(2) | ||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Name | Securities Underlying Options Granted(#)(1) | Approximate % of Total Options Granted to Associates in Fiscal Year | Exercise Price Per Share($) | Expiration Date | |||||||||
5%($) | 10%($) | ||||||||||||
Leslie H. Wexner | — | — | — | — | — | — | |||||||
Kenneth B. Gilman | — | — | — | — | — | — | |||||||
Martin Trust | — | — | — | — | — | — | |||||||
V. Ann Hailey | 100,000 | 2.40 | % | $15.3438 | 01/31/10 | $964,963 | $2,445,407 | ||||||
Leonard A. Schlesinger | 27,616 | 0.67 | % | 19.1563 | 01/31/10 | 161,198 | 570,037 |
(1) | On January 31, 2000, options were granted to Ms. Hailey and Mr. Schlesinger pursuant to The Limited’s 1993 Stock Option and Performance Incentive Plan (1998 Restatement). Such options vest 10%, 10%, 10%, 15%, 20% and 35% on the first through sixth anniversaries of the grant date, respectively, in each case subject to the holder’s continued employment with the Company. The exercise price per share of Mr. Schlesinger’s options is set at a premium over the fair market value of The Limited’s Common Stock on the grant date. |
These options have been adjusted to reflect The Limited’s two-for-one stock split in May 2000. |
(2) | The assumed rates of growth were selected by the Securities and Exchange Commission (“Commission”) for illustrative purposes only and are not intended to predict or forecast future stock prices. |
Name | Shares Acquired on Exercise (#) | Value Realized($)(1) | Number of Securities Underlying Unexercised Options at Fiscal Year-End(#) | Value of Unexercised In-the-Money Options at Fiscal Year-End($) | |||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Exercisable | Unexercisable | Exercisable | Unexercisable | ||||||||||||||
Leslie H. Wexner | — | — | 1,911,558 | (2) | 2,706,258 | (2) | $18,781,666 | (2) | $24,639,575 | (2) | |||||||
210,000 | (3) | — | (3) | 1,665,342 | (3) | — | (3) | ||||||||||
Kenneth B. Gilman | 89,932 | (2) | $1,269,766 | 634,956 | (2) | 778,582 | (2) | 6,592,468 | (2) | 8,390,902 | (2) | ||||||
78,750 | (3) | 26,250 | (3) | 904,349 | (3) | 301,450 | (3) | ||||||||||
Martin Trust | — | — | 437,886 | (2) | 483,264 | (2) | 4,770,935 | (2) | 5,229,036 | (2) | |||||||
V. Ann Hailey | — | — | 189,136 | (2) | 494,128 | (2) | 1,343,576 | (2) | 2,685,817 | (2) | |||||||
Leonard A. Schlesinger | — | — | 59,721 | (2) | 476,449 | (2) | 96,558 | (2) | 318,051 | (2) |
(1) | Calculated on the basis of the number of shares exercised, multiplied by the excess of the fair market value of a share of the relevant common stock on the date of exercise over the exercise price of such option. |
(2) | Denominated in shares of The Limited’s Common Stock. Value is calculated on the basis of the number of shares subject to each such option, multiplied by the excess of the fair market value of a share of Common Stock at fiscal year-end ($19.81) over the exercise price of such option. |
Options have been adjusted to reflect The Limited’s two-for-one stock split in May 2000. |
(3) | Denominated in shares of Intimate Brands’ Class A Common Stock. Value is calculated on the basis of the number of shares subject to each such option, multiplied by the excess of the fair market value of a share of Intimate Brands’ Class A Common Stock at fiscal year-end ($18.21) over the exercise price of such option. |
Options have been adjusted to reflect Intimate Brands’ two-for-one stock split in May 2000. |
Ÿ | an annual retainer of $20,000 per year (increased by $4,000 for each committee chair held), plus |
Ÿ | a fee of $3,500 for each Board meeting attended ($1,000 for a telephonic meeting) and, as committee members, a fee of $1,500 per committee meeting attended ($500 for a telephonic meeting), and |
Ÿ | a fee of $500 for each action in writing taken by the Board or any committee. |
Compensation Committee |
E. Gordon Gee, Chair |
Donald B. Shackelford |
COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN* AMONG THE LIMITED, INC., THE S & P 500 INDEX AND THE S & P RETAIL COMPOSITE INDEX [GRAPH] LTD S&P 500 S&P RETAIL COMPOSITE 1/31/96 100 100 100 1/31/97 104 124 116 1/30/98 165 154 173 1/30/99 217 201 275 1/31/00 209 219 296 2/02/01 270 212 291 *$100 INVESTED IN STOCK OR IN INDEX AT THE CLOSING PRICE ON 1/31/96-INCLUDING REINVESTMENT OF DIVIDENDS.
Name and Address of Beneficial Owner | Amount Beneficially Owned | Percent of Class | |||
---|---|---|---|---|---|
Leslie H. Wexner(1) | 77,264,562 | 18.1 | % | ||
Three Limited Parkway | |||||
P.O. Box 16000 | |||||
Columbus, OH 43216 | |||||
Capital Research and Management Company(2) | 55,003,000 | 12.9 | % | ||
333 South Hope Street | |||||
Los Angeles, CA 90071 | |||||
FMR Corp.(3) | 41,649,406 | 9.8 | % | ||
82 Devonshire Street | |||||
Boston, MA 02109-3614 |
(1) | Information obtained from Amendment No. 25 to Mr. Wexner’s Schedule 13D filing for The Limited, dated January 9, 2001. Includes 1,107,524 shares held in The Limited, Inc. Savings and Retirement Plan for Mr. Wexner’s account (as of December 31, 2000) over which he exercises dispositive but not voting control and 1,911,558 shares issuable within 60 days of January 5, 2001 upon exercise of outstanding options held by Mr. Wexner. Also includes 10,005,510 shares beneficially owned by Abigail S. Wexner, Mr. Wexner’s wife, as to which Mr. Wexner may be deemed to share the power to vote and direct the disposition. Excludes 400,000 shares held in a trust of which Mrs. Wexner is a beneficiary and as to which Mr. Wexner disclaims beneficial ownership. Power to vote or direct the disposition of 736,634 shares held by the Wexner Foundation may be deemed to be shared by Mr. Wexner and the other trustee thereof. Power to vote or direct the disposition of 700,000 shares held by Health and Science Interests II may be deemed to be shared by Mr. Wexner and the trustee thereof. Mr. Wexner disclaims beneficial ownership of the shares held by The Wexner Foundation and Health and Science Interests II. Mr. Wexner, as the sole trustee of The Wexner Children’s Trust, holds the power to vote or direct the disposition of 21,499,700 shares. |
(2) | Capital Research and Management Company, an investment adviser registered under Section 203 of the Investment Advisers Act of 1940, is deemed to be the beneficial owner of 55,003,000 shares of The Limited’s Common Stock as a result of acting as investment adviser to various investment companies registered under Section 8 of the Investment Company Act of 1940. |
(3) | FMR Corp., Edward C. Johnson 3d, Abigail P. Johnson and certain subsidiaries of FMR Corp. may be deemed to be members of a “group” as such term is defined in the rules promulgated by the Commission. FMR Corp. is the beneficial holder of The Limited’s Common Stock as a result of the investment-related activities of certain subsidiaries of FMR Corp., members of the Edward C. Johnson 3d family and trusts for their benefit are the predominant owners of Class B shares of common stock of FMR Corp., representing approximately 49% of its voting power. Mr. Johnson 3d, the chairman of FMR Corp., owns 12.0% of the aggregate outstanding voting stock of FMR Corp. and Ms. Johnson 3d, a director of FMR Corp., owns 24.5% of the aggregate outstanding voting stock of FMR Corp. |
Audit Committee |
Donald B. Shackelford, Chair |
Alex Shumate |
Allan R. Tessler |
Raymond Zimmerman |
By Order of the Board of Directors |
/s/ Leslie H. Wexner |
Leslie H. Wexner |
Chairman of the Board |
1. Election of Directors | FOR | WITHHELD | |||||
¨ | ¨ | ||||||
For, except vote withheld from following nominee(s): | |||||||
2. To amend the Company’s Certificate of Incorporation to increase the number of shares of Common Stock that the Company is authorized to issue from 500,000,000 to 1,000,000,000. | |||||||
FOR | AGAINST | ABSTAIN | |||||
¨ | ¨ | ¨ |
SIGNATURE(S) DATE |
IMPORTANT: Please date this Proxy and sign exactly as your name or names appear hereon. If stock is held jointly, signature should include both names. Executors, Administrators, Trustees, Guardians and others signing in a representative capacity should indicate full titles. |
[x] | Please mark your |
votes as in this | |
example. |
The Board of Directors recommends a vote “FOR” the election of the nominated Directors and the following proposal. If no specification is indicated, the shares represented by this proxy will be voted as recommended by the Board. | ||||||||||
FOR | WITHHELD | FOR | AGAINST | ABSTAIN | ||||
1. | Election of Directors (see reverse) For, except vote withheld from the following nominee(s): | [ ] | [ ] | 2. | To amend the Company’sCertificate of Incorporation to increase the number of shares of Common Stock that the Company is authorized to issue from500,000,000 to1,000,000,000. | [ ] | [ ] | [ ] |
The undersigned acknowledges receipt with this Proxy of a copy of the Notice of Annual Meeting of Stockholders and Proxy Statement dated April 20, 2001. IMPORTANT: Please date this Proxy and sign exactly as your name or names appear hereon. If stock is held jointly, signature should include both names. Executors, Administrators, Trustees, Guardians and others signing in a representative capacity should indicate full titles. | ||
SIGNATURE(S)_____________________________ | DATE__________ |
The Limited, Inc.
Dear Stockholder:
The Limited, Inc. encourages you to take advantage of new and convenient ways by which you can vote your shares. You can vote your shares electronically through the Internet or by telephone. This eliminates the need to return your proxy card.
To vote your shares electronically, you must use the control number printed in the box above, just below the perforation. The series of numbers that appears in the box above must be used to access the system.
1 | . | To vote over the Internet: | |
• | Log on to the Internet and go to the web site http://www.eproxyvote.com/ltd | ||
2 | . | To vote by telephone: | |
• | On a touch-tone telephone, call 1-877-779-8683, 24 hours a day, 7 days a week. |
Your electronic vote authorizes the named proxies in the same manner as if you marked, signed, dated and returned the proxy card.
If you choose to vote your shares electronically, there is no need to mail back your proxy card.
Your vote is important. Thank you for voting.
PROXY
THE LIMITED, INC. This Proxy is Solicited by the Board of Directors Annual Meeting of Stockholders May 21, 2001 | ||
The undersigned hereby appoints Leslie H. Wexner and V. Ann Hailey, and each of them, proxies, with full power of substitution, to vote for the undersigned all shares of Common Stock of The Limited, Inc. which the undersigned would be entitled to vote if personally present at the Annual Meeting of Stockholders to be held on May 21, 2001 at 9:00 a.m., Eastern Daylight Time, and at any adjournments thereof, upon the matters described in the accompanying Proxy Statement and upon any other business that may properly come before the meeting or any adjournments thereof. Election of Directors, Nominees: | ||
01. | Eugene M. Freedman, 02. V. Ann Hailey, 03. David T. Kollat, | |
04. | Leslie H. Wexner | |
SAID PROXIES ARE DIRECTED TO VOTE AS MARKED ON THE REVERSE SIDE AND IN THEIR DISCRETION UPON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENTS THEREOF. | ||
(Continued and to be signed on the reverse side) | ||
| SEE REVERSE | |
SIDE |