SCHEDULE 14A INFORMATION Filed by the Registrant [X] Check the appropriate box: |
[_] Preliminary 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 Under Rule 14a-12 |
THE GYMBOREE CORPORATION —————————————————————————————— Payment of Filing Fee (Check the appropriate box): |
[X] | No fee required. |
[_] | 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: ——————————————————————————————————————— |
[_] | 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: ——————————————————————————————————————— |
![]() May 25, 2001 Dear Stockholder: You are cordially invited to attend the Annual Meeting of Stockholders to be held at 9:00 a.m. on Wednesday, June 27, 2001, at the DoubleTree Hotel San Francisco Airport, 835 Airport Boulevard, Burlingame, California 94010. At the meeting, we will vote on the election of two directors and the ratification of the appointment of our auditors. We will also answer any related questions you may have at that time. Detailed information as to the business to be transacted at the meeting is contained in the accompanying Notice of Annual Meeting and Proxy Statement. Regardless of whether you plan to attend the meeting, it is important that your shares be voted. Accordingly, we ask that you sign and return your proxy card as soon as possible in the envelope provided. |
Sincerely, STUART G. MOLDAW Chairman of the Board |
![]() THE GYMBOREE CORPORATIONNOTICE OF ANNUAL MEETING OF STOCKHOLDERS |
1. | To elect two Class II directors, each to serve for a three-year term expiring upon the 2004 Annual Meeting of Stockholders or until his or her successor is elected. |
2. | To ratify the appointment of Deloitte &Touche LLP as independent auditors of the Company for the fiscal year ending February 2, 2002. |
3. | To transact such other business as may properly come before the meeting and any adjournment or postponement thereof. |
The foregoing items of business are more fully described in the Proxy Statement accompanying this Notice. Only stockholders of record at the close of business on May 11, 2001 are entitled to notice of and to vote at the meeting and any adjournment thereof. All stockholders are cordially invited to attend the meeting in person. However, to ensure your representation at the meeting, you are urged to mark, sign, date and return the enclosed proxy card as promptly as possible in the postage-prepaid envelope enclosed for that purpose. Any stockholder attending the meeting may vote in person even if such stockholder has returned a proxy. |
FOR THE BOARD OF DIRECTORS ALISON L. MAY Secretary |
Burlingame, California IMPORTANT: Whether or not you plan to attend the meeting, you are requested to complete and promptly return the enclosed proxy in the envelope provided. |
Unless otherwise instructed, the proxy holders will vote the proxies received by them for the Company’s two nominees named in the table below, both of whom are currently directors of the Company. In the event that any nominee of the Company becomes unable or declines to serve as a director at the time of the Annual Meeting, the proxy holders will vote the proxies for any substitute nominee who is designated by the current Board of Directors to fill the vacancy. It is not expected that the nominees listed below will be unable or will decline to serve as a director. The names of the two Class II nominees for director and certain information about each of them are set forth in the table below. The names of, and certain information about, the current Class I and Class III directors with unexpired terms are also set forth below. |
Name | Age | Principal Occupation | |||
---|---|---|---|---|---|
NOMINEES FOR CLASS II DIRECTORS | |||||
Lisa M. Harper | 41 | Chief Executive Officer and Vice Chair of the Board, | |||
The Gymboree Corporation | |||||
Barbara L. Rambo | 48 | Chairman, OpenClose Technologies | |||
CONTINUING CLASS I DIRECTORS | |||||
Walter F. Loeb | 76 | President, Loeb Associates Inc. | |||
Michael Steinberg | 72 | Former Chief Executive Officer, Macy’s West | |||
CONTINUING CLASS III DIRECTORS | |||||
Stuart G. Moldaw | 74 | Chairman of the Board, The Gymboree Corporation | |||
John C. Pound | 46 | President, Integrity Partners | |||
William U. Westerfield | 69 | Director, The Gymboree Corporation, | |||
Twinlab Corporation and West Marine, Inc. |
Except as indicated below, each nominee or incumbent director has been engaged in the principal occupation set forth above during the past five years. There are no family relationships between any directors or executive officers of the Company. Lisa M. Harper has been Chief Executive Officer, Vice Chair of the Board, and a director of Gymboree since February 2001. Ms. Harper joined Gymboree in January 1999 as Vice President, Design. From December 1999 until February 2000, she served as Senior Vice President, Merchandising and Design. From February 2000 until September 2000, Ms. Harper served as General Merchandise Manager. From September 2000 until February 2001, she served as President. Ms. Harper previously served as Director of Design and Merchandising for Gymboree from 1992 to 1995. Ms. Harper has also held merchandising and design positions with several other clothing retailers, including Limited Too, Esprit, GapKids, Mervyn’s and Levi Strauss. Barbara L. Rambo has been a director of the Company since January 1996. Since February 2000, Ms. Rambo has been with OpenClose Technologies, a web-based mortgage services company, serving as President/CEO and currently as Chairman. From 1974 to 1998, Ms. Rambo held various positions at Bank of America, most recently serving as Group Executive Vice President and head of National Commercial Banking. Walter F. Loeb has been a director of the Company since March 1995. Mr. Loeb is President of Loeb Associates, Inc., a retail consulting firm he founded in February 1990. Mr. Loeb is the publisher of “Loeb Retail Letter,” which provides a monthly analysis of the retail industry. Mr. Loeb was employed by Morgan Stanley & Company, Inc. from 1974 to 1990, serving as principal from 1984 to 1990. Mr. Loeb is also director of Hudson’s Bay Company, Warnaco Group, Inc., Wet Seal, Inc., Federal Realty Investment Trust, a real estate investment trust, and ProfitLogic, a private company engaged in profit optimization. -4- |
SUMMARY COMPENSATION TABLE |
Annual Compensation | Long Term Compensation Awards | ||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Name and Principal Position | Year | Salary | Bonus | Other Annual Compensation | Restricted Stock Awards | Securities Underlying Options | All Other Compensation ($) | ||||||||
Stuart G. Moldaw(1) | 2000 | $478,385 | — | — | — | 650,000 | (2) | — | |||||||
Chairman of the Board | |||||||||||||||
Lisa M. Harper(3) | 2000 | 313,462 | $ 25,020 | — | — | 450,000 | — | ||||||||
Chief Executive Officer | 1999 | 210,834 | 52,709 | — | — | 60,000 | — | ||||||||
1998 | 4,154 | — | — | — | 20,000 | $ 35,628 | (4) | ||||||||
Alison L. May(5) | 2000 | — | — | — | — | — | — | ||||||||
Executive Vice President, | |||||||||||||||
Chief Operating Officer and | |||||||||||||||
Acting Chief Financial | |||||||||||||||
Officer | |||||||||||||||
Lawrence H. Meyer(6) | 2000 | 300,000 | 148,077 | — | — | 200,000 | — | ||||||||
Management Advisor | 1999 | 296,667 | — | — | — | 115,000 | 63,532 | (4) | |||||||
1998 | 91,538 | — | — | — | 40,000 | (7) | 97,671 | ||||||||
Gary White(8) | 2000 | 86,674 | 314,275 | — | — | — | — | ||||||||
Former Vice-Chair and | 1999 | 483,500 | — | — | — | 325,000 | 1,281,275 | (9) | |||||||
Chief Executive Officer | 1998 | 477,118 | — | — | — | 75,000 | — | ||||||||
Kenneth F. Meyers(10) | 2000 | 181,903 | 116,750 | (11) | — | — | 150,000 | 319,389 | (11) | ||||||
Former Senior Vice | 1999 | 233,500 | — | — | — | 100,000 | — | ||||||||
President, Human Resources | 1998 | 227,118 | 93,400 | — | — | 55,894 | — |
(1) | Mr. Moldaw was Chief Executive Officer from February 2000 to February 2001. Mr. Moldaw has been Chairman of the Board since May 1982. For Mr. Moldaw’s compensation as a director, see “Proposal One: Election of Directors - Compensation of Directors.” |
(2) | The options granted to Mr. Moldaw during fiscal year 2000 vest on an accelerated vesting schedule and will completely vest in two years from the grant date. |
(3) | In February 2001, Ms. Harper was named Chief Executive Officer, Vice Chair of the Board and a member of the Board of Directors. Ms. Harper joined Gymboree in January 1999 as Vice President, Design. In December 1999, she was named Senior Vice President, Merchandising and Design. In February 2000, she was named General Merchandise Manager. In September 2000, she was named President. |
(4) | Represents moving expenses. |
(5) | Ms. May joined Gymboree in March 2001 as Executive Vice President and Chief Operating Officer. Upon Mr. Meyer’s resignation as Senior Vice President and Chief Financial Officer in May 2001, Ms. May was also named Acting Chief Financial Officer. |
(6) | Mr. Meyer served as the Company’s Senior Vice President and Chief Financial Officer during fiscal year 2000. Mr. Meyer became Management Advisor in May 2001 and will terminate his employment with the Company effective July 2001. |
(7) | Represents signing bonus and moving expenses. |
(8) | Mr. White terminated his employment with Gymboree in February 2000. |
(9) | Represents payments made in February 2000 in connection with the officer’s resignation. |
(10) | Mr. Meyers terminated his employment with Gymboree in September 2000. |
(11) | Represents payments made in October 2000 in connection with the officer’s resignation. |
-8- |
Individual Grants | Potential Realizable Value | ||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Number of Securities Underlying Options | Percent of Total Options Granted to Employees in | Exercise or | Expiration | at Assumed Annual Rate of Stock Price Appreciation for Option Term | |||||||||
Name | Granted | Fiscal Year | Base Price | Date | 5% | 10% | |||||||
Stuart G. Moldaw | 500,000 | 15.7 | % | $3.75 | 2/11/10 | $1,179,177.43 | $2,988,267.11 | ||||||
150,000 | 4.7 | % | 8.25 | 10/17/10 | 778,257.10 | 1,972,256.29 | |||||||
Lisa Harper | 250,000 | 7.8 | % | 3.75 | 2/11/10 | 589,588.71 | 1,494,133.56 | ||||||
100,000 | 3.1 | % | 5.25 | 9/22/10 | 330,169.68 | 836,714.79 | |||||||
100,000 | 3.1 | % | 8.25 | 10/17/10 | 518,838.07 | 1,314,837.53 | |||||||
Lawrence H. Meyer | 150,000 | 4.7 | % | 3.75 | 2/11/10 | 353,753.23 | 896,480.13 | ||||||
50,000 | 1.6 | % | 8.25 | 10/17/10 | 259,419.03 | 657,418.76 | |||||||
Gary White (1) | 0 | 0.0 | % | — | — | — | — | ||||||
Kenneth F. Meyers (2) | 150,000 | 4.7 | % | 3.75 | 2/11/10 | 353,753.23 | 896,480.13 |
(1) | Mr. White terminated his employment with Gymboree in February 2000. All unexercised options previously granted to Mr. White have expired. |
(2) | Mr. Meyers terminated his employment with Gymboree in September 2000. All unexercised options previously granted to Mr. Meyers have expired. |
Aggregate Option Exercises in Fiscal 2000 and Year-end Values |
Shares Acquired on | Value | Number of Securities Underlying Unexercised Options at February 3, 2001 | Value of Unexercised In-the-Money Options at February 3, 2001(1) | ||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Name | Exercise(#) | Realized($) | Exercisable(#) | Unexercisable(#) | Exercisable($) | Unexercisable($) | |||||||
Stuart G. Moldaw | 8,516 | $ 63,966 | 439,818 | 411,666 | $2,792,661 | $3,958,821 | |||||||
Lisa Harper | 48,195 | 566,165 | 52,430 | 429,375 | 462,60 | 4,120,766 | |||||||
Lawrence H. Meyer | 72,187 | 677,510 | 28,854 | 253,959 | 184,278 | 2,301,710 | |||||||
Gary White (2) | 0 | 0 | 0 | 0 | 0 | 0 | |||||||
Kenneth F. Meyers (3) | 0 | 0 | 0 | 0 | 0 | 0 |
(1) | Value is based on the $15.00 per share closing price of the Company’s Common Stock on The Nasdaq Stock Market on February 2, 2001, less the exercise price. |
(2) | Mr. White terminated his employment with Gymboree in February 2000. All unexercised options previously granted to Mr. White have expired. |
(3) | Mr. Meyers terminated his employment with Gymboree in September 2000. All unexercised options previously granted to Mr. Meyers have expired. |
-9- |
• | Base Salary |
• | Annual Bonus |
• | Stock Incentives |
Base Salary Executive officers’ salaries have been targeted at a level that, when combined with the annual bonus, is at or above the average rates offered by competitive organizations. The Committee believes that these rates are necessary to retain key employees. The Committee reviews and approves salaries for the Chief Executive Officer and the executive officers on an annual basis, generally in the first fiscal quarter. Annual Bonus Annual incentive bonuses for executive officers are intended to reflect the Committee’s belief that a significant portion of the annual compensation of each executive officer should be contingent upon the performance of the Company, as well as the individual contribution of each officer. To carry out this philosophy, the Company has implemented The Gymboree Corporation Discretionary Bonus Plan (the “Discretionary Bonus Plan”), which provides executive officers and other employees the opportunity to earn annual incentive bonuses. The purpose of the Discretionary Bonus Plan is to attract, retain, motivate and reward employees by directly linking the amount of any cash bonus to specific corporate and/or divisional financial goals. To this end, specific earnings measurements are defined each year and threshold, target and maximum payout levels are established to reflect the Company’s objectives. These goals and the potential amounts of bonuses are reviewed and approved by the Committee in the first fiscal quarter of each year. The Committee also takes into consideration the need to recruit and retain senior management talent in a competitive employment environment. The Committee believes that the Discretionary Bonus Plan provides an excellent link between earnings performance and the incentives paid to executives. -11- |
Stock Incentives The Company utilizes stock options as long-term incentives to reward and retain executive officers. The Committee believes that these programs serve to link management interests with stockholder interests and to motivate executive officers to make long-term decisions that are in the best interests of the Company and that will, over the long-term, promote better returns to stockholders. Stock options are granted to executive officers periodically. Generally, stock options vest over four years following the grant date and optionees must be employed by the Company at the time of vesting in order to exercise the options. The Committee believes that stock option grants provide an incentive which focuses the executives’ attention on the Company from the perspective of an owner with an equity stake in the business. Because options are typically granted with an exercise price equal to the fair market value of the Common Stock on the date of the grant, the Company’s stock options are tied to the future performance of the Company’s Common Stock and will provide value to the recipient only when the price of the Company’s stock increases above the exercise price, that is, only to the extent that stockholders as a whole have benefited. In fiscal year 2000, the Named Executive Officers were granted options to purchase an aggregate of 1,450,000 shares of Common Stock with a weighted average exercise price of $4.78 per share. All options were granted with an exercise price equal to the fair market value of the Common Stock on the date of grant. Compensation of the Chief Executive Officer The compensation paid to Stuart Moldaw during fiscal year 2000 was established in accordance with the guidelines applicable to all executive officers, set forth above. |
THE COMPENSATION COMMITTEE Walter F. Loeb, Chairman Michael Steinberg |
• | Review and approve the scope of the annual audit and the independent accountants fees and, in the event that either an internal auditing staff is employed or any third party is engaged to carry out the internal audit function, meet independently with them as well as with the independent accountants. |
• | Review the general scope of Gymboree’s accounting, financial reporting, annual audit and internal audit programs, matters relating to internal control systems and results of the annual audit. |
• | Review disclosures from Gymboree’s independent accountants regarding Independence Standards Board Standard No. 1. |
The Audit Committee of the Board reviews the financial reporting process, the system of internal controls, and the audit process. Each of the Audit Committee members satisfied the definition of independent director as established in the Nasdaq listing standards. The Board adopted a written charter for the Audit Committee, which is attached to this proxy statement as Appendix A. The Audit Committee met eight times during the 2000 fiscal year. -12- |
The Audit Committee has reviewed Gymboree’s audited consolidated financial statements and discussed such statements with management. The Audit Committee has discussed with Deloitte & Touche, LLP, Gymboree’s independent accounts during the year 2000, the matters required to be discussed by Statement of Auditing Standards No. 61 (Communication with Audit Committees, as amended). The Audit Committee received from Deloitte & Touche, LLP the written disclosures and the letter required by Independent Standards Board Standard No. 1 and discussed with them their independence. Based on the review and discussions noted above, the Audit Committee recommended to the Board that Gymboree’s audited consolidated financial statements be included in Gymboree’s Annual Report on Form 10-K and the Annual Report to shareholders for the year ended February 3, 2001, and be filed with the U.S. Securities and Exchange Commission. The information contained in this report of the Audit Committee shall not be deemed “soliciting material” or to be filed with the Securities and Exchange Commission, nor shall such information be incorporated by reference by any general statement incorporating by reference this proxy statement into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that Gymboree specifically incorporates this information by reference, and shall not otherwise be deemed filed under such Acts. |
THE AUDIT COMMITTEE William U. Westerfield, Chairman John C. Pound Barbara L. Rambo |
Name and Address of Beneficial Owner | Amount and Nature of Beneficial Ownership | Percent of Class | |||
---|---|---|---|---|---|
FMR Corp (1) | 4,094,825 | 14.6 | |||
82 Devonshire Street | |||||
Boston, Massachusetts 02109 | |||||
Stuart G. Moldaw (2) | 2,680,403 | 9.3 | |||
Dimensional Fund Advisors, Inc. | 1,902,700 | 6.8 | |||
1299 Ocean Avenue, 11th Floor | |||||
Santa Monica, California 90401 | |||||
S.A.C. Capital Advisors, LLC (3) | 880,000 | 3.1 | |||
777 Long Ridge Road | |||||
Stamford, Connecticut 06902 | |||||
Lisa M. Harper (4) | 107,638 | * | |||
Alison L. May | 0 | * | |||
Lawrence H. Meyer (5) | 67,357 | * | |||
Gary White (6) | 0 | * | |||
Kenneth F. Meyers (7) | 7,730 | * | |||
Walter Loeb (8) | 51,046 | * | |||
Barbara L. Rambo (9) | 9,375 | * | |||
William U. Westerfield (10) | 12,475 | * | |||
Michael Steinberg | 0 | * | |||
John C. Pound (11) | 325,050 | 1.2 | |||
All directors and executive officers as a group (8 persons)(12) | 3,185,987 | 11.0 |
* | Less than 1%. |
(1) | Voting and/or dispositive power for certain of these shares is shared with Edward C. Johnson 3d, Abigail P. Johnson and Fidelity Management & Research Company, based solely on information contained in a Schedule 13G/A filed with the SEC on February 9, 2001. |
(2) | Includes 577,318 shares underlying options that are exercisable within 60 days of May 1, 2001, and 267,650 shares underlying warrants that are exercisable within 60 days of May 1, 2001. Voting and/or dispositive power is shared for certain of these shares with Stuart G. Moldaw and Phyllis I. Moldaw, Trustees for the SGM and PIM Trust, a California living trust, and the Moldaw Variable Fund, based on information contained in a Schedule 13D filed with the SEC on February 8, 2001. |
(3) | According to a Schedule 13G filed with the SEC on October 13, 2000, S.A.C. Capital Advisors, LLC beneficially owned 1,607,100 shares, or 5.7% of the Company’s Common Stock, of which voting and/or dispositive power was shared for certain of those shares with S.A.C. Capital Management, LLC and Steven A. Cohen. The information in the chart above is based on a summary prepared by The Nasdaq Stock Market of 13f filings in effect as of December 31, 2000. |
(4) | Includes 107,638 shares underlying options that are exercisable within 60 days of May 1, 2001. |
(5) | Includes 65,834 shares underlying options that are exercisable within 60 days of May 1, 2001. |
(6) | This information is based solely on Section 16 filings made by Mr. White while he was an executive of the Company. |
(7) | This information is based solely on Section 16 filings made by Mr. Meyers while he was an executive of the Company. |
(8) | Includes 11,125 shares underlying options that are exercisable within 60 days of May 1, 2001, and 5,051 shares underlying a warrant that is exercisable within 60 days of May 1, 2001. |
(9) | Includes 8,375 shares underlying options that are exercisable within 60 days of May 1, 2001. |
(10) | Includes 10,375 shares underlying options that are exercisable within 60 days of May 1, 2001. |
(11) | The shares listed above are held by Asdale, Ltd., a corporation for which Mr. Pound acts as an advisor by virtue of being the controlling shareholder in Integrity Partners, Inc. |
(12) | Includes 987,532 shares underlying options and warrants that are exercisable within 60 days of May 1, 2001. |
Based solely on its review of the copies of such forms received by it, or written representations from certain reporting persons, the Company believes that, with respect to fiscal year 2000, all filing requirements applicable to its officers, directors and 10% stockholders were met, with the exception of a late filing on behalf of John Pound of a Form 3 upon his appointment to the Board of Directors of the Company, a late filing on behalf of Ken Meyers of a Form 4, and amendments filed and to be filed to correct inadvertent errors in Forms 4 filings by Barbara Rambo. -16- |
FOR THE BOARD OF DIRECTORS ALISON L. MAY Secretary |
Dated: May 25, 2001 -17- |
1. | The membership of the committee shall consist of at least three independent members of the board of directors who are generally knowledgeable in financial and auditing matters, including at least one member with accounting or related financial management expertise. The committee and its chair shall be designated by and serve at the pleasure of the board of directors. |
2. | Each member shall be free of any relationship that, in the opinion of the board, would interfere with their individual exercise of independent judgment. |
3. | The committee shall meet at least four times per year or more frequently as circumstances require. The committee may ask members of management or others to attend the meeting and provide pertinent information as necessary. Meetings may be by telephone. |
4. | The committee is expected to maintain free and open communication with the independent accountants,the internal auditors (if employed or if any third party is engaged to carry out the internal audit function), and management. |
General ResponsibilitiesThe audit committee’s general responsibilities include: |
1. | Meet periodically with the independent auditors, the internal auditors (if employed) and management in separate sessions to discuss any matters that the committee or these groups believe should be discussed privately with the committee. Provide sufficient opportunity for the independent auditors and the internal auditors (if employed) to meet without members of management present. |
2. | The committee is empowered to investigate any matter brought to its attention, with full power to retain outside counsel or other experts for this purpose if, in its judgment, that is appropriate. |
3. | Submit the minutes of all audit committee meetings to, or discuss the deliberations thereat, currently with the board of directors. |
4. | Review and reassess this Charter annually. |
5. | The committee will do whatever else the law, the Company’s charter or bylaws of the board of directors require. |
Responsibilities for Engaging Independent Auditors and Appointing the Chief Internal Auditor |
1. | The audit committee recommends for approval by the board of directors and ratification by the shareholders the selection and retention of the independent accountant who audits the financial statements of the corporation. In so doing, the committee will discuss and consider the auditors written affirmation that the auditor is in fact independent, will discuss the nature and rigor of the audit process, receive and review all reports and will provide to the independent accountant full access to the committee (and the board) to report on any and all matters appropriate. In considering the independence of the independent auditors the committee will review the nature and related fees for all services provided to the company and such other inquiries as may be appropriate. |
2. | Arrange for the independent auditors to be available to the full board of directors at least annually to help provide a basis for the board’s approval of the independent auditors’ appointment. |
-18- |
3. | Provision of guidance and oversight to the internal audit function of the corporation including review of the organization, plans and results of such activity and the coordination of such with the independent auditor. The audit committee shall assure the objectivity of the internal auditors (if employed) and review and concur in the appointment, reassignment, or dismissal of the company’s internal auditor (if employed). |
Responsibilities for oversight to the quality and integrity of the accounting, auditing and reporting practices of the corporation |
1. | Consider, in consultation with the independent auditor and management, the audit scope and plan of the independent auditor. |
2. | Review of financial statements (including timely review of quarterly earnings releases) with management and the independent auditor. It is anticipated that these discussions will include items subject to estimate, review of reserves and accruals, consideration of the suitability of accounting principles, review of highly judgmental areas, audit adjustments whether or not recorded, the clarity, consistency and completeness of the company’s financial disclosures and the quality, not just acceptability, of the resultant financial statements and such other inquiries as may be appropriate. |
3. | Discussion with management and the auditors of the contents of any management letters issued by the auditors and of the quality and adequacy of the Company’s internal controls, including computerized information system controls and security. |
4. | It is expected that management, the independent accountant and the internal auditor (if employed) will voluntarily bring to the committees’ attention any and all matters appropriate including (but not limited to) such items as: |
• | Any significant changes in audit plans from those previously approved. |
• | Any proposed change in accounting principles. |
• | Any serious difficulties or disputes encountered with management during the course of the audit. |
• | Other matters related to the conduct of the audit, which are to be communicated to the committee under generally accepted auditing standards. |
5. | Discussion with management of the status of pending litigation, taxation matters, monitoring compliance with laws and regulations, the code of business conduct and other areas of oversight to the legal and compliance area as may be appropriate. |
6. | Annually prepare a report to shareholders as required by the NASDAQ. The report should be included in the Company’s annual proxy statement. |
-19- |
PROXY DETACH HERE THE GYMBOREE CORPORATION ANNUAL MEETING OF STOCKHOLDERS, JUNE 27, 2001 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF |
P | The undersigned revokes all previous proxies, acknowledges receipt of the notice of the Annual | ||
Meeting of Stockholders to be held June 27, 2001 and the proxy statement related thereto and appoints | |||
R | Lisa M. Harper and Alison L. May, and each of them, the proxy of the undersigned, with full power of substitution, | ||
to vote all shares of Common Stock of The Gymboree Corporation which the undersigned is entitled to vote, either | |||
O | on his or her own behalf or on behalf of an entity or entities, at the Annual Meeting of Stockholders of the Company | ||
to be held at the DoubleTree Hotel San Francisco Airport, 835 Airport Boulevard, Burlingame, California 94010 on | |||
X | Wednesday, June 27, 2001, at 9:00 a.m., and at any adjournment or postponement thereof, with the same force and | ||
effect as the undersigned might or could do if personally present thereat. The shares represented by this proxy | |||
Y | shall be voted in the manner set forth on the reverse side. |
CONTINUED AND TO BE SIGNED ON REVERSE SIDE |
SEE REVERSE SIDE | SEE REVERSE SIDE |
DETACH HERE |
[X] | Please mark votes as in this example. |
The Board of Directors recommends a vote FOR the matters listed below. This Proxy, when properly executed, will be voted as specified below. This Proxy will be voted FOR Proposals 1, 2 AND 3 if no specification is made. |
1. | Proposal to elect two Class II directors. |
NOMINEES: |
(a) | Lisa M. Harper |
(b) | Barbara L. Rambo |
FOR all nominees listed | WITHHELD for all nominees listed |
[_] | [_] |
-20- |
[_] ————————————————————— |
For all nominees except as noted above |
2. | Proposal to ratify the appointment of Deloitte & Touche LLP as independent auditors for the fiscal year ending February 2, 2002. |
FOR | AGAINST | ABSTAIN |
[_] | [_] | [_] |
3. | In their discretion with respect to such other business as may properly come before the meeting and any adjournment or postponement thereof. |
MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [_] |
Please sign your name | |||
exactly as it appears | |||
hereon. If acting as | |||
attorney, executor, trustee | |||
or in other representative | |||
capacity, sign name and | |||
title. |
Signature: ____________________ Date: __________ Signature: ____________________ Date: __________ -21- |