INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
(Amendment No. )
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))
o Definitive Proxy Statement
þ Definitive Additional Materials
o Soliciting Material Pursuant to Section 240.14a-11c or Section 240.14a-12
þ | No fee required. | |
o | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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. | The election of one Class I Director for a three-year term expiring in 2009 (Item 1 on the proxy card); | |
2. | To ratify the appointment of KPMG LLP as independent auditor for the Company for the fiscal year ending December 31, 2006 (Item 2 on the proxy card); and | |
3. | To vote on the approval of the 2007 Omnibus Equity Compensation Plan (Item 3 on the proxy card). |
PLEASE EXECUTE, DATE AND RETURN PROMPTLY THE ENCLOSED
PROXY CARD IN THE POSTAGE-PAID ENVELOPE PROVIDED OR
VOTE VIA THE INTERNET OR TOUCH-TONE TELEPHONE.
8700 West Bryn Mawr Avenue
Chicago, Illinois 60631
• | vote FOR the election of the Company’s Class I nominee; | |
• | vote FOR the ratification of KPMG LLP as the Company’s independent auditor; and | |
• | vote FOR the adoption of the 2007 Omnibus Equity Compensation Plan. |
• | Election of Director. The affirmative vote of the holders of a majority of the shares represented in person or by proxy at the meeting and entitled to vote will be required for the election of one Class I director. A properly executed proxy marked “WITHHOLD” with respect to the election of a director will not be voted with respect to the director indicated, although it will be counted for purposes of determining whether there is a quorum. | |
• | Ratification of Auditors. The affirmative vote of the holders of a majority of the shares represented in person or by proxy at the meeting and entitled to vote will be required for the ratification of KPMG LLP as the Company’s independent auditor. The Company’s By-Laws do not require the Company to submit this proposal to the stockholders; however, the Board believes that it is of sufficient importance to seek ratification. If the proposal is defeated, the Board will reconsider its selection of KPMG LLP. | |
• | Approval of New Equity Plan. The affirmative vote of the holders of a majority of the shares represented in person or by proxy at the meeting and entitled to vote will be required for approval of the 2007 Omnibus Equity Compensation Plan. The rules of the New York Stock Exchange (“NYSE”) further require that at least a majority of the votes of shares of common stock entitled to vote must be cast with respect to the approval of the new equity plan. Pursuant to the rules of the NYSE, a broker may not vote on the adoption of or a material amendment to an equity compensation plan such as the 2007 Omnibus Equity Compensation Plan without instruction from the beneficial owner of the shares held by such broker. Such broker non-votes will not be considered present for the purpose of calculating a majority and, therefore, will have no effect on the outcome of the vote, except to the extent a broker non-vote is not counted as a vote “cast” for purposes of the NYSE majority vote requirement. Thus, if a majority of the shares entitled to vote are recorded as broker non-votes on this proposal, the broker non-votes would prevent us from satisfying the NYSE requirement that over 50% of the shares entitled to vote on the proposal must actually be cast on the proposal. | |
• | Other Items. For each other item which properly comes before the meeting, the affirmative vote of the holders of a majority of the shares represented in person or by proxy at the meeting and entitled to vote on the item will be required for approval. |
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• | Stock options, which may consist of incentive stock options, within the meaning of Section 422 of the Internal Revenue Code, and nonqualified stock options. | |
• | Stock units, the value of which is based on the value of our common stock. | |
• | Stock awards, which are awards of shares of our common stock. | |
• | Dividend equivalents in connection with grants of options, stock units or other stock-based awards. | |
• | Stock appreciation rights or other stock-based awards, which are other awards based on or measured by the value of, or payable in, shares of our common stock. |
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• | Any person, other than the Company and certain of its affiliates, becomes the beneficial owner of 50% or more of our outstanding stock or the voting power of our outstanding securities. | |
• | Individuals who, as of November 30, 2006, constituted our board of directors cease to constitute at least a majority of our board of directors; provided, however, any change in the members of the board of directors that is approved by at least a majority of the board of directors (other than in connection with an actual or threatened election contest) will be disregarded. |
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• | Completion of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company (referred to as a corporate transaction) other than a transaction in which (1) all or substantially all our stockholders immediately before the transaction do not, immediately after the transaction, own more than 60% of the then outstanding shares and voting power of the surviving company, in substantially the same proportions as their prior ownership of our stock, (2) no person, other than the Company and certain of its affiliates, beneficially owns 20% or more of our outstanding stock or the voting power of our outstanding securities, and (3) individuals who were members of the incumbent board constitute at least a majority of the members of the board of directors of the corporation resulting from the corporate transaction. | |
• | Completion of a complete liquidation or dissolution of the Company. |
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2007 OMNIBUS EQUITY COMPENSATION PLAN
1. | Purpose |
2. | Definitions |
A-1
A-2
3. | Administration |
A-3
4. | Grants |
5. | Shares Subject to the Plan |
A-4
6. | Eligibility for Participation |
7. | Options |
A-5
8. | Stock Units |
A-6
9. | Stock Awards |
10. | Stock Appreciation Rights and Other Stock-Based Awards |
A-7
11. | Dividend Equivalents. |
12. | Qualified Performance-Based Compensation |
A-8
13. | Deferrals |
14. | Withholding of Taxes |
A-9
15. | Transferability of Grants |
16. | Consequences of a Change of Control |
17. | Requirements for Issuance of Shares |
A-10
18. | Amendment and Termination of the Plan |
19. | Miscellaneous |
A-11
A-12
PROXY
BALLY TOTAL FITNESS HOLDING CORPORATION
This Proxy is Solicited on Behalf of the Board of Directors
The undersigned hereby appoints Marc D. Bassewitz and Ronald G. Eidell, or either of them, proxies of the undersigned, each with full power of substitution, to vote all shares of the undersigned at the annual meeting of stockholders of Bally Total Fitness Holding Corporation to be held at 9:00 a.m. (local time) on December 19, 2006 at the Renaissance Chicago O’Hare Hotel, 8500 West Bryn Mawr Avenue, Chicago, Illinois, or at any postponement(s) or adjournment(s) thereof.
The Board of Directors recommends a vote FOR proposals number 1, 2 and 3. |
This proxy, when properly executed, will be voted in the manner directed herein by the undersigned stockholder. If no direction is made, this proxy will be voted as follows: for proposals number 1, 2 and 3. SEE REVERSE SIDE.
(Comments/Change of Address) | |
(If you have written in the above space, please mark the corresponding box on the reverse side.) |
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ENTRANCE PASS — ANNUAL MEETING OF STOCKHOLDERS
This is an entrance pass for the Annual Meeting
Control Number |
The Board of Directors recommends a vote FOR the below nominee. | For | Withhold | ||||
1. Election of the following Class I Director nominee for a three-year term expiring in 2009: Don R. Kornstein |
The Board of Directors recommends a vote FOR the ratification of the appointment of KPMG LLP. | For | Against | Abstain | |||
2. Ratification of the appointment of KPMG LLP as independent auditor for the Company for the fiscal year ending December 31, 2006 |
The Board of Directors recommends a vote FOR the approval of the 2007 Omnibus Equity Compensation Plan. | For | Against | Abstain | |||
3. Approval of the 2007 Omnibus Equity Compensation Plan |
Comments/ Change of Address | o | |||
Date | ||||
Signature | ||||
Title or Authority | ||||
Signature (if held jointly) | ||||
Note: Please sign as name appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, trustee, or guardian, please give full title as such. |
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BALLY TOTAL FITNESS HOLDING CORPORATION
Your vote is important. Casting your vote in one of the three ways described on this instruction card votes all shares of Common Stock of Bally Total Fitness Holding Corporation that you are entitled to vote.
Please consider the issues discussed in the proxy statement and cast your vote by:
VIA INTERNET | • Accessing the World Wide Web site http://www.eproxyvote.com/bft and follow the instructions to vote via the internet. | |||
BY PHONE | • Using a touch-tone telephone to vote by phone toll free from the U.S. or Canada. Simply dial 1-866-207-3912 and follow the instructions. When you are finished voting, your vote will be confirmed, and the call will end. | |||
BY MAIL | • Completing, dating, signing and mailing the proxy card in the postage-paid envelope included with the proxy statement. |
You can vote by phone or via the internet any time prior to 11:59 p.m. Eastern Time, December 18, 2006. You will need the control number printed at the top of this instruction card to vote by phone or via the internet. If you do so, you do not need to mail in your proxy card.