SCHEDULE 14A INFORMATION
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Section240.14a-12
INSWEB CORPORATION
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[INSWEB LOGO]
May 5, 2000
Dear Stockholder:
This year's annual meeting of stockholders will be held on Tuesday, June 6,
2000, at 9:00 a.m. local time, at the corporate headquarters of InsWeb
Corporation, located at 901 Marshall Street, Redwood City, CA 94063. You are
cordially invited to attend.
The Notice of Annual Meeting of Stockholders and a Proxy Statement, which
describe the formal business to be conducted at the meeting, follow this letter.
After reading the Proxy Statement, please promptly mark, sign and return the
enclosed proxy card in the prepaid envelope to assure that your shares will be
represented. Your shares cannot be voted unless you date, sign, and return the
enclosed proxy card or attend the annual meeting in person. Regardless of the
number of shares you own, your careful consideration of, and vote on, the
matters before our stockholders is important.
A copy of the Company's Annual Report to Stockholders is also enclosed for
your information. At the annual meeting we will review InsWeb's activities over
the past year and our plans for the future. The Board of Directors and
management look forward to seeing you at the annual meeting.
Very truly yours,
Hussein A. Enan
CHAIRMAN OF THE BOARD, PRESIDENT AND
CHIEF EXECUTIVE OFFICER
[INSWEB LOGO]
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TO BE HELD JUNE 6, 2000
TO THE STOCKHOLDERS:
Please take notice that the annual meeting of the stockholders of InsWeb
Corporation, a Delaware corporation ("InsWeb"), will be held on Tuesday,
June 6, 2000, at 9:00 a.m. local time, at the corporate headquarters of InsWeb,
located at 901 Marshall Street, Redwood City, CA 94063, for the following
purposes:
1. To elect five (5) Class I directors to hold office for a three-year term
and until their respective successors are elected and qualified.
2. To consider and ratify the appointment of PricewaterhouseCoopers LLP as
InsWeb's independent public accountants for the fiscal year ending
December 31, 2000.
3. To transact such other business as may properly come before the meeting.
Stockholders of record at the close of business on April 14, 2000 are
entitled to notice of, and to vote at, this meeting and any adjournment or
postponement. For ten days prior to the meeting, a complete list of stockholders
entitled to vote at the meeting will be available for examination by any
stockholder, for any purpose relating to the meeting, during ordinary business
hours at InsWeb's principal offices located at 901 Marshall St., Redwood City,
CA 94063.
By order of the Board of Directors,
Marian C. Taylor
SECRETARY
Redwood City, California
May 5, 2000
IMPORTANT: Please fill in, date, sign and promptly mail the enclosed proxy card
in the accompanying postage-paid envelope to assure that your shares are
represented at the meeting. If you attend the meeting, you may choose to vote in
person even if you have previously sent in your proxy card.
TABLE OF CONTENTS
PAGE
--------
PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS.......... 3
SOLICITATION AND VOTING OF PROXIES.......................... 3
INFORMATION ABOUT INSWEB.................................... 3
Stock Ownership of Certain Beneficial Owners and
Management.............................................. 3
Management................................................ 6
EXECUTIVE COMPENSATION AND OTHER MATTERS.................... 9
Executive Compensation.................................... 9
Stock Options Granted in Fiscal 1999...................... 10
Option Exercises and Fiscal 1999 Year-End Values.......... 11
Employment Contracts and Termination of Employment and
Change of Control Arrangements.......................... 11
Compensation of Directors................................. 12
Certain Relationships and Related Transactions............ 12
Section 16(a) Beneficial Ownership Reporting Compliance... 14
REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE
COMPENSATION.............................................. 15
COMPARISON OF STOCKHOLDER RETURN............................ 17
ELECTION OF DIRECTORS....................................... 18
APPROVAL OF AMENDMENT TO THE INSWEB 1997 STOCK OPTION
PLAN...................................................... 18
Summary of the Provisions of the 1997 Stock Option Plan... 18
Summary of Federal Income Tax Consequences................ 18
Vote Required and Board of Directors' Recommendation...... 18
RATIFICATION OF APPOINTMENT OF INDEPENDENT PUBLIC
ACCOUNTANTS............................................... 19
Vote Required and Board of Directors' Recommendation...... 19
STOCKHOLDER PROPOSALS TO BE PRESENTED AT NEXT ANNUAL
MEETING................................................... 20
TRANSACTION OF OTHER BUSINESS............................... 21
i
PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS
The accompanying proxy is solicited by the Board of Directors of InsWeb
Corporation, a Delaware corporation ("InsWeb"), for use at its annual meeting of
stockholders to be held on June 6, 2000, or any adjournment or postponement
thereof, for the purposes set forth in the accompanying Notice of Annual Meeting
of Stockholders. The date of this Proxy Statement is May 5, 2000, the
approximate date on which this Proxy Statement and the accompanying form of
proxy were first sent or given to stockholders.
SOLICITATION AND VOTING OF PROXIES
The cost of soliciting proxies will be borne by InsWeb. In addition to
soliciting stockholders by mail, InsWeb will request banks and brokers, and
other custodians, nominees and fiduciaries, to solicit their customers who have
stock of InsWeb registered in the names of such persons and will reimburse them
for their reasonable, out-of-pocket costs. InsWeb may use the services of its
officers, directors and others to solicit proxies, personally or by telephone,
without additional compensation. In addition, InsWeb has retained American Stock
Transfer & Trust Co., a registrar and transfer agent firm, for assistance in
connection with the annual meeting at no additional cost except for reasonable
out-of-pocket expenses.
On April 14, 2000, there were 35,141,873 shares of InsWeb's Common Stock
outstanding, all of which are entitled to vote with respect to all matters to be
acted upon at the annual meeting. Each stockholder of record as of that date is
entitled to one vote for each share of Common Stock held by him or her. InsWeb's
Bylaws provide that a majority of all of the shares of the stock entitled to
vote, whether present in person or represented by proxy, shall constitute a
quorum for the transaction of business at the meeting. Votes for and against,
abstentions and "broker non-votes" will each be counted as present for purposes
of determining the presence of a quorum.
All valid proxies received before the meeting will be exercised. All shares
represented by a proxy will be voted, and where a stockholder specifies by means
of his or her proxy a choice with respect to any matter to be acted upon, the
shares will be voted in accordance with that specification. If no choice is
indicated on the proxy, the shares will be voted in favor of the proposal. A
stockholder giving a proxy has the power to revoke his or her proxy at any time
before the time it is exercised by delivering to the Secretary of InsWeb a
written instrument revoking the proxy or a duly executed proxy with a later
date, or by attending the meeting and voting in person.
INFORMATION ABOUT INSWEB
STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of April 14, 2000, certain information
with respect to the beneficial ownership of InsWeb's Common Stock by (i) each
stockholder known by InsWeb to be the beneficial owner of more than 5% of
InsWeb's Common Stock, (ii) each director and director-nominee
3
of InsWeb, (iii) the Chief Executive Officer, the four other most highly
compensated executive officers of InsWeb as of December 31, 1999, and (iv) all
directors and executive officers of InsWeb as a group.
AMOUNT AND NATURE PERCENT OF
OF BENEFICIAL COMMON STOCK
NAME OF BENEFICIAL OWNER(1) OWNERSHIP OUTSTANDING(2)
- --------------------------- ----------------- --------------
5% STOCKHOLDERS
SOFTBANK Corp.(3)........................................... 9,192,120 26.2%
CNA Financial Corporation(4)................................ 2,243,967 6.4
Dresdner RCM Global Investors LLC(5)........................ 1,877,100 5.3
Nationwide Mutual Insurance................................. 3,191,685 9.1
DIRECTORS AND EXECUTIVE OFFICERS
Hussein A. Enan(6).......................................... 5,669,353 16.1
James M. Corroon............................................ 41,500 *
Bruce A. Bunner(7).......................................... 103,870 *
Ronald Fisher(8)............................................ 9,194,620 26.2
Richard J. Freeman(9)....................................... 1,343,248 3.8
M. Gordon Gaddy(10)......................................... 386,725 1.1
Richard D. Headley(11)...................................... 3,191,685 9.1
Yoshitaka Kitao(12)......................................... 9,194,620 26.2
Donald K. Morford(13)....................................... 104,410 *
Robert C. Nevins(14)........................................ 82,000 *
Robert A. Puccinelli(15).................................... 84,625 *
Darrell J. Ticehurst(16).................................... 1,332,104 3.8
Stephen A. Robertson(17).................................... 122,834 *
Kevin M. Keegan(18)......................................... 135,070 *
Mark P. Guthrie(19)......................................... 130,557 *
Marian C. Taylor(20)........................................ 95,479 *
Directors and executive officers as a group (16
persons)(21).............................................. 22,020,581 62.3
- ------------------------
* Less than 1%.
(1) The persons named in the table above have sole voting and investment power
with respect to all shares of Common Stock shown as beneficially owned by
them, subject to community property laws where applicable and to the
information contained in the footnotes to this table.
(2) Calculated on the basis of 35,141,873 shares of Common Stock outstanding as
of April 14, 2000, except that shares of Common Stock underlying options
exercisable within 60 days of April 14, 2000 are deemed outstanding for
purposes of calculating the beneficial ownership of Common Stock of the
holders of such options.
(3) Consists of 6,429,255 shares held by SOFTBANK America, Inc., 644,670 shares
held by SOFTBANK Ventures, Inc., 706,065 shares held by SOFTVEN No. 2
Investment Enterprise Partnership and 1,412,130 shares held by SOFTBANK
Finance Corp., each of which is an affiliate of SOFTBANK Corp. The address
for SOFTBANK Corp. is 1-16-8 Nihonbashi-Kakigaracho, Chuo-Ku, Tokyo 103
0014.
(4) Based on a Schedule 13G filed by CNA Financial Corporation with the
Securities and Exchange Commission on February 15, 2000. Includes 2,243,967
shares beneficially owned by Continental Casualty Company ("CCC"), a
wholly-owned subsidiary of CNA Financial Corporation. CNA Financial
Corporation specifically disclaims beneficial ownership of these shares.
4
(5) Based on a Schedule 13G filed by Dresdner RCM Global Investors LLC
("Dresdner RCM") with the Securities and Exchange Commission on
February 16, 2000.
(6) Includes 300,000 shares held in a trust of which Mr. Enan is one of two
trustees. The address for Mr. Enan is c/o InsWeb Corporation, 901 Marshall
Street, Redwood City, California 94063.
(7) Includes 2,250 shares subject to options exercisable within 60 days
following April 14, 2000.
(8) Includes 9,192,120 shares held by entities affiliated with SOFTBANK Corp.
Mr. Fisher is vice chairman of SOFTBANK Holdings Inc., an affiliate of
SOFTBANK Corp., and may be deemed to have voting or investment control with
respect to these shares. Mr. Fisher disclaims beneficial ownership with
respect to these shares. The address for Mr. Fisher is c/o SOFTBANK Inc.,
1188 Center Street, 2(nd) Floor, Newton Center, MA 02159. See footnote 3.
(9) Consists of shares held by Century Capital Partners, L.P. Mr. Freeman is a
shareholder of CCP Capital, Inc., the general partner of Century Capital
Partners, L.P., and is vice president of Century Capital Management, the
investment adviser to Century Capital Partners, L.P. and may be deemed to
have voting or investment control with respect to these shares.
Mr. Freeman disclaims beneficial ownership of these shares, except to the
extent of his proportionate interest in them. The address for Mr. Freeman
is c/o Century Capital Management, Inc., One Liberty Square, Boston,
Massachusetts 02109.
(10) Includes 5,292 shares subject to options exercisable within 60 days
following April 14, 2000.
(11) Consists of shares held by Nationwide Mutual Insurance Company.
Mr. Headley is executive vice president and chief information officer of
Nationwide Insurance Enterprise, an affiliate of Nationwide, and may be
deemed to have voting or investment control with respect to these shares.
Mr. Headley disclaims beneficial ownership with respect to these shares.
(12) Includes 9,192,120 shares held by entities affiliated with SOFTBANK Corp.
Mr. Kitao is executive vice president and chief executive officer in the
corporate strategy department of SOFTBANK Corp., and may be deemed to have
voting or investment control with respect to these shares. Mr. Kitao
disclaims beneficial ownership with respect to these shares. The address
for Mr. Kitao is c/o SOFTBANK Corp., 1-16-8 Nihonbashi-Kakigaracho,
Chuo-Ku, Tokyo 103 0014. See footnote 3.
(13) Includes 4,500 shares subject to options exercisable within 60 days
following April 14, 2000.
(14) Includes 4,500 shares subject to options exercisable within 60 days
following April 14, 2000.
(15) Includes 7,125 shares subject to options exercisable within 60 days
following April 14, 2000.
(16) Includes 1,332,105 shares held in a trust, of which Mr. Ticehurst is one
of two trustees. The address for Mr. Ticehurst is c/o InsWeb Corporation,
901 Marshall Street, Redwood City, California 94068.
(17) Includes 14,896 shares subject to options exercisable within 60 days
following April 14, 2000. Mr. Robertson's employment with InsWeb
terminated on March 6, 2000.
(18) Includes 56,210 shares subject to options exercisable within 60 days
following April 14, 2000. Mr. Keegan resigned as Executive Vice President
and President, Insurance Services Group on January 24, 2000.
(19) Includes 50,451 shares subject to options exercisable within 60 days
following April 14, 2000.
(20) Includes 74,354 shares subject to options exercisable within 60 days
following April 14, 2000.
(21) Includes 222,578 shares subject to options exercisable within 60 days
following April 14, 2000. The 9,192,120 shares listed as beneficially
owned by Messrs. Fisher and Kitao represent shares beneficially owned by
SOFTBANK Corp. and are counted only once to calculate the total shares and
percentage figures. See footnotes 3, 8 and 12.
5
MANAGEMENT
DIRECTORS. This section sets forth for InsWeb's current directors,
including the Class I nominees to be elected at this meeting, information
concerning their age and background.
DIRECTOR
NAME POSITION WITH THE COMPANY AGE SINCE
- ---- ------------------------------------ -------- --------
CLASS I DIRECTORS NOMINATED FOR ELECTION AT THE 2000 ANNUAL MEETING OF STOCKHOLDERS:
Bruce A. Bunner Director 66 1995
M. Gordon Gaddy Director 63 1995
Robert C. Nevins Director 66 1995
Donald K. Morford Director 65 1997
Robert A. Puccinelli Director 62 1998
CLASS II DIRECTORS WHOSE TERMS EXPIRE AT THE 2001 ANNUAL MEETING OF STOCKHOLDERS:
James M. Corroon Vice Chairman of the Board 60 1996
Ronald Fisher Director 52 1999
Richard J. Freeman Director 47 1998
Darrell J. Ticehurst Vice Chairman of the Board 60 1995
CLASS III DIRECTORS WHOSE TERMS EXPIRE AT THE 2002 ANNUAL MEETING OF STOCKHOLDERS:
Hussein A. Enan Chairman of the Board, President and 54 1995
Chief Executive Officer
Richard D. Headley Director 51 1998
Yoshitaka Kitao Director 49 1999
BRUCE A. BUNNER has been a director of InsWeb since September 1995.
Mr. Bunner has been president of Financial Structures Ltd., a wholly-owned
subsidiary of Royal & SunAlliance USA, since January 1996. From January 1991 to
April 1995, Mr. Bunner was chairman of Centre Reinsurance Company of New York, a
reinsurance company. From March 1983 to June 1986, Mr. Bunner served as
Insurance Commissioner for the State of California. Mr. Bunner is also a
director of Mercury General Corporation and Amwest Insurance Group, Inc.
M. GORDON GADDY has been a director of InsWeb since June 1995. From
June 1995 to June 1997, Mr. Gaddy served as Chief Executive Officer of InsWeb's
Life Health Division. Mr. Gaddy has been chairman of IAG, a life and health
insurance agency, since April 1996. From January 1991 to January 1995,
Mr. Gaddy was president of Fortis USA, an international financial services
company, and chairman of nine Fortis operating subsidiaries in the U.S.
ROBERT C. NEVINS has been a director of InsWeb since September 1995.
Mr. Nevins has been executive vice president of Acordia, Inc., an insurance
brokerage firm, since February 1996, and has been its chief operating officer
since February 1998. Since December 1993, Mr. Nevins has also been president of
R.C. Nevins & Company, which consults with agents, brokers and companies on
insurance and management issues.
DONALD K. MORFORD has been a director of InsWeb since May 1997. Mr. Morford
was vice chairman of Sedgwick North America, an insurance brokerage firm, from
January 1997 until December 31, 1999, at which time he retired. From
January 1989 to January 1997, Mr. Morford was president and chief operating
officer of Sedgwick North America.
6
ROBERT A. PUCCINELLI has been a director of InsWeb since May 1998. From
October 1985 to May 1995, Mr. Puccinelli was chairman and chief executive
officer of Industrial Indemnity, a nationwide property and casualty insurance
company. Mr. Puccinelli is also a director of Paula Financial Corp.
JAMES M. CORROON has been a director of InsWeb since August 1996 and has
served as Vice Chairman of the Board since May 1999. In July 1999, he joined
InsWeb as a full-time employee and a member of the executive management team.
Mr. Corroon has been a director of Willis Corroon of California, an insurance
services firm, since January 1996. From October 1966 to December 1995
Mr. Corroon held various management positions with Willis Corroon and its
predecessor entity, Corroon & Black Corporation.
RONALD FISHER has been a director since May 1999. Mr. Fisher has been vice
chairman of SOFTBANK Holdings Inc., an affiliate of SOFTBANK Corp., since
October 1995. From January 1990 to February 1996, Mr. Fisher was chief executive
officer of Phoenix Technologies, Ltd., a developer and marketer of system
software products.
RICHARD J. FREEMAN has been a director of InsWeb since August 1998.
Mr. Freeman has been a managing director of Century Capital Management, Inc., an
investment management and advisory firm, since September 1993. Mr. Freeman is
also a director of VISTA Information Solutions, Inc., a provider of
environmental risk information.
DARRELL J. TICEHURST co-founded InsWeb in February 1995, has served as a
director since its inception and as its Vice Chairman of the Board since
May 1999. Mr. Ticehurst served as InsWeb's President and Chief Technology
Officer from its inception to May 1999. From January 1992 to December 1995,
Mr. Ticehurst was president of CSA, a technology consulting firm. From
June 1986 to January 1992, Mr. Ticehurst was president and chief executive
officer of Intelligent Access, Inc., a company which he co-founded in 1986 and
which developed integrated communications components for personal computers.
HUSSEIN A. ENAN co-founded InsWeb in February 1995 and has served as its
Chairman of the Board and Chief Executive Officer since its inception and as its
President since May 1999. From March 1992 to November 1994, Mr. Enan was a
general partner at E.W. Blanch, a reinsurance intermediary that merged with his
own wholly-owned company, Enan & Company, a reinsurance intermediary, in
March 1992. Mr. Enan founded Enan & Company in February 1979. From
November 1970 to March 1979, Mr. Enan held various executive positions at BEP
International, a Canadian reinsurance intermediary.
RICHARD D. HEADLEY has been a director of InsWeb since February 1998.
Mr. Headley has been executive vice president and chief information technology
officer of Nationwide, an insurance and financial services group of companies,
since October 1997. From January 1975 to October 1997, Mr. Headley held various
management positions with Banc One Corporation, including chairman and chief
executive officer of Banc One Services Corporation.
YOSHITAKA KITAO has been a director of InsWeb since February 1999.
Mr. Kitao has been the executive vice president and chief executive officer in
the corporate strategy department of SOFTBANK Corp. since June 1995. From
June 1992 to June 1995, Mr. Kitao served as general manager of Nomura Securities
Corp., Ltd., a brokerage and investment bank.
MEETINGS OF THE BOARD OF DIRECTORS. During the fiscal year ended
December 31, 1999, the Board of Directors of InsWeb held seven meetings. During
that period the Audit Committee of the Board held two meetings and the
Compensation Committee of the Board held five meetings. No director attended
fewer than 75% of the total number of meetings of the Board and all of the
committees of the Board on which such director served held during that period,
with the exception of Mr. Bunner, who missed
7
three Board meetings and one meeting of the audit committee, Mr. Gaddy who
missed two meetings, Mr. Headley who missed three meetings and Mr. Kitao who
missed five meetings.
The members of the Audit Committee during fiscal 1999 were Messrs. Corroon,
Puccinelli, Bunner and Fisher. Mr. Corroon resigned from the Audit Committee on
July 21, 1999. The vacancy created by his resignation was filled by
Mr. Puccinelli. The functions of the Audit Committee include, among others:
recommending to the Board the retention of independent public accountants,
subject to stockholder approval; reviewing and approving the planned scope,
proposed fee arrangements and results of InsWeb's annual audit; reviewing the
adequacy of accounting and financial controls; and reviewing the independence of
InsWeb's accountants.
The members of the Compensation Committee during fiscal 1999 were
Messrs. Corroon, Nevins, Morford and Ticehurst. Mr. Corroon resigned from the
Compensation Committee on July 21, 1999. The vacancy created by his resignation
was filled by Mr. Ticehurst on August 26, 1999. The Compensation Committee
reviews and determines the salary and bonus criteria of and stock option grants
to all executive officers. For additional information about the Compensation
Committee, see "Report of the Compensation Committee on Executive Compensation,"
and "Executive Compensation and Other Matters" below.
8
EXECUTIVE COMPENSATION AND OTHER MATTERS
EXECUTIVE COMPENSATION
The following table sets forth information concerning the compensation of
the Chief Executive Officer and the four other most highly compensated executive
officers of InsWeb as of December 31, 1999, during the fiscal years ended
December 31, 1999, 1998 and 1997.
SUMMARY COMPENSATION TABLE
LONG TERM
COMPENSATION
AWARDS
ANNUAL COMPENSATION ------------
--------------------------------------------- SECURITIES
OTHER ANNUAL UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS(1) COMPENSATION OPTIONS COMPENSATION(2)
- --------------------------- -------- -------- -------- ------------ ------------ ---------------
Hussein A. Enan................. 1999 $196,750 $31,125 $ -- 322,500 $4,800(2)
Chairman of the Board, 1998 180,000 -- -- -- --
President and Chief 1997 145,000 -- -- -- --
Executive Officer
Kevin M. Keegan(3).............. 1999 $182,916 $27,548 -- 86,250 $5,000(2)
Executive Vice President 1998 180,000 -- -- 84,377 --
and President, Insurance 1997 59,423 -- -- 82,500 --
Services Group
Stephen A. Robertson(4)......... 1999 $170,416 $25,709 -- 86,250 $3,744(2)
Executive Vice President 1998 62,500 -- 25,000(5) 135,000 --
and Chief Financial Officer 1997 -- -- -- -- --
Mark P. Guthrie................. 1999 $174,583 $26,292 -- 86,250 $4,286(2)
Executive Vice President, 1998 147,500 -- -- 84,377 --
Chief Operating Officer and 1997 45,000 -- -- 60,000 --
Chief Financial Officer
(acting)
Darrell J. Ticehurst(6)......... 1999 $125,641 -- -- -- $3,378(2)
Vice Chairman of the Board 1998 150,144 -- -- -- --
1997 150,144 -- -- -- --
Marian C. Taylor(7)............. 1999 $170,298 $19,140 -- 67,500 $4,304(2)
Senior Vice President, 1998 139,000 -- -- 30,000 --
General Counsel and Secretary 1997 82,500 -- -- 60,000 --
- ------------------------
(1) Bonuses are based on performance. See "Report of the Compensation Committee
on Executive Compensation."
(2) Represents employer contributions to the Company's 401(k) plan.
(3) Mr. Keegan resigned as Executive Vice President and President, Insurance
Services Group on January 24, 2000.
(4) Mr. Robertson's employment with InsWeb terminated on March 6, 2000.
(5) Represents reimbursement of relocation and moving expenses.
(6) Mr. Ticehurst served as InsWeb's President and Chief Technology Officer from
its inception to May 1999, and as Vice Chairman of the Board since
May 1999.
(7) Ms. Taylor served as InsWeb's General Counsel from July 1, 1997 to March 1,
2000.
9
STOCK OPTIONS GRANTED IN FISCAL 1999
The following table provides the specified information concerning grants of
options to purchase InsWeb's Common Stock made during the fiscal year ended
December 31, 1999, to the persons named in the Summary Compensation Table.
OPTION GRANTS IN LAST FISCAL YEAR
INDIVIDUAL GRANTS POTENTIAL REALIZED VALUE
------------------------------------------------------ AT ASSUMED ANNUAL
NUMBER OF % OF TOTAL RATES OF STOCK PRICE
SECURITIES OPTIONS EXERCISE APPRECIATION FOR OPTION
UNDERLYING GRANTED TO OR BASE TERM(1)
OPTIONS EMPLOYEES IN PRICE EXPIRATION -------------------------
NAME GRANTED(2) FISCAL YEAR ($/SH)(3) DATE 5% 10%
- ---- ---------- ------------ --------- ---------- ----------- -----------
Hussein A. Enan................. 23,526 0.6 $60.00(4) 7/21/2009 -- --
298,974 7.7 $60.00(4) 7/21/2009 -- --
Kevin M. Keegan................. 15,432 0.4 $10.63 6/2/2009 $103,521 $262,344
33,318 0.9 $ 9.23 6/2/2009 $271,263 $614,163
9,366 0.2 $45.00(4) 7/21/2009 -- --
28,134 0.7 $45.00(4) 7/21/2009 -- --
Stephen A. Robertson............ 14,103 0.4 $10.67 6/2/2009 $ 94,606 $239,751
34,647 0.9 $10.67 6/2/2009 $232,420 $588,998
8,364 0.2 $45.00(4) 7/21/2009 -- --
29,136 0.6 $45.00(4) 7/21/2009 -- --
Mark P. Guthrie................. 15,432 0.9 $10.67 6/2/2009 $103,521 $262,344
33,318 0.9 $ 9.23 6/2/2009 $271,263 $614,163
9,366 0.2 $45.00(4) 7/21/2009 -- --
28,134 0.7 $45.00(4) 7/21/2009 -- --
Darrell J. Ticehurst............ 1,125 0.0 $17.50(5) 10/25/2009 $ 12,381 $ 31,377
Marian C. Taylor................ 22,918 0.6 $10.67 6/2/2009 $153,739 $389,605
14,582 0.4 $ 9.23 6/2/2009 $118,721 $268,795
10,007 0.3 $45.00(4) 7/21/2009 -- --
19,993 0.5 $45.00(4) 7/21/2009 -- --
- ------------------------
(1) Potential gains are net of exercise price, but before taxes associated with
exercise. These amounts represent certain assumed rates of appreciation
only, based on the Securities and Exchange Commission rules. Actual gains,
if any, on stock option exercises are dependent on the future performance of
InsWeb's Common Stock, overall market conditions and the option holders'
continued employment through the vesting period. The amounts reflected in
this table may not necessarily be achieved.
(2) Except as described in footnote (4) below, all options granted under the
1997 Stock Option Plan are immediately exercisable but vest over a
three-year period from the date of grant. Those options vesting over a
three-year period generally vest at the rate of one-third on the first
anniversary of the date of grant and 1/36th per month thereafter for each
full month of the optionee's continuous employment with InsWeb. Under the
1997 Stock Option Plan, the Board retains discretion to modify the terms,
including the prices, of outstanding options. For additional information
regarding options, see "Report of the Compensation Committee on Executive
Compensation" and "Approval of Amendment to the InsWeb 1997 Stock Option
Plan" below.
(3) All options were granted at or above market value on the date of grant.
(4) Options vest over four-year period with one-fourth vesting each anniversary
of the date of grant.
(5) Options are fully vested on the date of grant. See "Compensation of
Directors."
10
OPTION EXERCISES AND FISCAL 1999 YEAR-END VALUES
The following table provides the specified information concerning exercises
of options to purchase InsWeb's Common Stock in the fiscal year ended
December 31, 1999, and unexercised options held as of December 31, 1999, by the
persons named in the Summary Compensation Table above.
AGGREGATE OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END VALUES
NUMBER OF SECURITIES VALUE OF UNEXERCISED IN-THE-
SHARES UNDERLYING UNEXERCISED MONEY OPTIONS AT FISCAL YEAR
ACQUIRED OPTIONS AT FISCAL YEAR END END(1)
ON VALUE ------------------------------ ------------------------------
NAME EXERCISE REALIZED EXERCISABLE(2) UNEXERCISABLE EXERCISABLE(2) UNEXERCISABLE
- ---- -------- -------- -------------- ------------- -------------- -------------
Hussein A. Enan......... 0 $ -- -- 322,500 $ -- $ --
Kevin M. Keegan......... 21,918 $175,782 50,621 152,088 $1,066,912 $2,336,111
Stephen A. Robertson.... 91,500 $644,598 19,896 109,854 $ 364,792 $1,337,770
Mark P. Guthrie......... 16,668 $133,677 47,498 146,461 $ 995,342 $2,207,159
Darrell J. Ticehurst.... -- -- 1,125 -- $ 9,070 $ 0.00
Marian C. Taylor........ 17,500 $370,770 58,440 81,560 $1,282,455 $ 952,560
- ------------------------
(1) Based on a fair market value of $25.5625, the closing price of InsWeb's
Common Stock on December 31, 1999, as reported by the Nasdaq National Market
less the exercise price payable for such shares.
(2) Except as noted below, the options listed were granted under the 1997 Stock
Option Plan and vest and become exercisable 33 1/3% after one year and an
additional 1/36 per month thereafter.
EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT AND CHANGE OF CONTROL
ARRANGEMENTS
In July 1999, InsWeb entered into an employment agreement with Hussein A.
Enan, InsWeb's Chairman of the Board, President and Chief Executive Officer. The
agreement has a term of three years, expiring in July 2002, and provides for
annual one-year extensions of the term thereafter unless either party provides
notice to the other that it elects not to renew the agreement. The agreement
fixes Mr. Enan's base salary at $250,000 per year, subject to periodic review by
the Board of Directors, and also entitles him to such incentive-based
compensation as the Board of Directors may award from time to time as well as
other benefits provided to other InsWeb senior executives. The agreement
requires Mr. Enan to devote his full time and attention to the affairs of
InsWeb. If InsWeb terminates Mr. Enan's employment other than for "cause" (which
is defined to include conviction of a felony or a crime involving moral
turpitude, commission of an act of theft or fraud against InsWeb, or repeated
failure or inability to perform his duties under the agreement) or if Mr. Enan
voluntarily terminates his employment for "good reason" following certain
specified actions by InsWeb (including a material reduction in his duties or
responsibilities or a breach of the agreement by InsWeb that is not promptly
cured), Mr. Enan will be entitled to receive severance payments equal to his
then current base salary for a period equal to the greater of the unexpired term
of the agreement or 12 months. Upon any other termination of Mr. Enan's
employment, he will be entitled only to accrued salary through the date of
termination and any other vested benefits. The agreement also prohibits
Mr. Enan from soliciting the employment of InsWeb's officers, employees and
consultants for a period of one year following any termination for "cause," or
any voluntary termination, other than for "good reason."
InsWeb's 1997 Stock Option Plan and Senior Executive Nonstatutory Stock
Option Plan provide that, in the event of a change of control of InsWeb, each
outstanding option must be assumed or an equivalent option substituted by the
acquiring corporation, or the option will become fully vested. The options
terminate if they are not assumed, substituted or exercised prior to a change of
control. Further, options granted under the 1997 Stock Option Plan typically
provide for full acceleration of vesting if, within 12 months following a change
in control, the optionee is terminated without cause or resigns for "good
reason," as defined in the option agreement.
11
COMPENSATION OF DIRECTORS
Directors of InsWeb do not receive cash compensation for their services as
directors or members of committees of the Board, but are reimbursed for
reasonable expenses incurred in attending meetings of the Board. Beginning in
May 1999, independent directors have received vested options to purchase 750
shares of InsWeb Common Stock for each regularly scheduled Board meeting
attended. After June 1999, under InsWeb's 1997 Stock Option Plan, independent
directors have been eligible to receive vested options to purchase 1,125 shares
of Common Stock for each regularly scheduled Board meeting attended and vested
options to purchase 375 shares for attending any meeting of a Board committee on
which they serve, at an exercise price equal to the fair market value of
InsWeb's Common Stock on the date of grant.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
FINANCING TRANSACTIONS
In May 1997, InsWeb sold 53,476 shares of its Series C preferred stock to
Century Capital Partners, L.R, or Century, at a purchase price of $46.75 per
share, or $2,500,003 in the aggregate. Richard J. Freeman, a director of InsWeb,
is a shareholder of CCP Capital, Inc., the general partner of Century and is
vice president of Century Capital Management, the investment adviser to Century
and CCP Capital, Inc.
In May 1997, InsWeb sold 27,864 shares of its Series A-1 preferred stock at
a purchase price of $46.75 per share and 8,444 shares of its Series C preferred
stock at a purchase price of $46.75 per share to Nationwide Mutual Insurance
Company, for an aggregate purchase price of $1,697,399.
In December 1998, InsWeb sold 42,978 shares of its Series D preferred stock
to SOFTBANK Ventures, Inc. and 6,430 shares of its Series D preferred stock to
Century at a purchase price of $162.875 per share, for an aggregate purchase
price of $7,000,042 in the case of SOFTBANK Ventures, Inc. and $1,047,286 in the
case of Century. Yoshitaka Kitao, a director of InsWeb, is executive vice
president and chief executive officer in the corporate strategy department of
SOFTBANK Corp., of which SOFTBANK Ventures, Inc. is an affiliate. Ronald Fisher,
a director of InsWeb, is vice chairman of SOFTBANK Holdings Inc., an affiliate
of SOFTBANK Corp.
In December 1998, InsWeb committed to sell, and in February 1999, InsWeb
sold 141,213 shares of its Series D preferred stock to SOFTVEN No. 2 Investment
Enterprise Partnership, an affiliate of SOFTBANK Corp., at a purchase price of
$162.875 per share, or $23,000,067 in the aggregate.
In March and April 1999, InsWeb sold an aggregate of 185,775 shares of its
Series E preferred stock to SOFTBANK America, Inc., an affiliate of SOFTBANK
Corp., at a purchase price of $188.40 per share, or $35,000,010 in the
aggregate.
JOINT VENTURE
In December 1998, InsWeb entered into a joint venture agreement with
SOFTBANK Corp. to develop, implement and market an online insurance marketplace
in Japan and the Republic of Korea. The joint venture will be conducted through
InsWeb Japan K.K., a Japanese corporation. In December 1998, InsWeb purchased a
40% interest in InsWeb Japan K.K. from SOFTBANK Corp. by delivering a promissory
note in the principal amount of Y240,000,000, or U.S. $2,089,137 based on the
conversion rate at the time of the transaction, payable in December 2002. In
May 1999, InsWeb sold a portion of its interest in InsWeb Japan K.K. to a third
party for US $782,630, reducing InsWeb's ownership interest to 25%.
InsWeb used the proceeds from the sale to partially repay the promissory
note payable to SOFTBANK Corp. In connection with the joint venture agreement,
InsWeb granted to InsWeb Japan K.K. the right to use InsWeb's technology to
operate an online insurance marketplace in the Japanese and Korean markets.
12
LOANS TO AND FROM OFFICERS
Between the date of InsWeb's inception and March 1996, Mr. Enan loaned an
aggregate of $1,721,569 to InsWeb to cover startup expenses. This loan was
evidenced by an uncollateratized demand promissory note which was interest free
from March 1996 to April 1997 and bore interest at 6% per annum thereafter.
InsWeb repaid $196,569 of this amount in 1996 and repaid the remaining balance
in full in September 1998.
In February 1996, Mr. Enan borrowed $1,525,000 from InsWeb. This loan was
evidenced by an uncollateralized demand promissory note bearing interest at 6%
per annum. Mr. Enan repaid this loan in full in September 1998.
In August 1998, InsWeb loaned $3,000,000 to Mr. Enan and $1,000,000 to
Mr. Ticehurst. These loans were evidenced by promissory notes bearing interest
at 15% per year and collateralized by shares of InsWeb's Common Stock owned by
Messrs. Enan and Ticehurst. These loans were repaid in full in September 1998.
TRANSACTIONS WITH IIX AND ITS AFFILIATES
In connection with the sale of Series B preferred stock in November 1996,
InsWeb, IIX and its affiliated entities entered into the following agreements:
LINE OF CREDIT. InsWeb entered into a line of credit arrangement with AMS
Services, Inc., an affiliate of IIX. The line of credit originally entitled
InsWeb to borrow up to $25,000,000 from AMS. Borrowings under the line of credit
accrue interest at the rate of 15% per annum, payable quarterly. The rights and
obligations of AMS under the line of credit were assigned to and assumed by
Continental Casualty Company, an affiliate of IIX, in April 1998. The amount
available under the line of credit commitment was reduced to $12,500,000 in
May 1999 and was subsequently cancelled in conjunction with the closing of
InsWeb's initial public offering in July 1999.
ASSET PURCHASE AGREEMENT. in accordance with an Asset Purchase Agreement,
InsWeb agreed to sell to IIX certain assets related to its property and casualty
agents line of business for a purchase price of $650,000.
JOINT MARKETING AND LICENSE AGREEMENT. In accordance with a Joint Marketing
and License Agreement, InsWeb and IIX agreed to license certain software to each
other. The agreement specified the following cross-licensing fees:
- InsWeb was to pay IIX $5,450,000 for five year non-exclusive licenses to
certain software owned by IIX and $50,000 for a non-compete agreement, and
- IIX was to pay InsWeb $350,000 for five-year non-exclusive licenses to
certain software owned by InsWeb. In addition, the agreement provided for
the payment of transaction fees by each party to the other based on
revenues resulting from the joint marketing efforts and utilization of
each other's software.
Under the terms of the Joint Marketing and License Agreement, InsWeb's
obligations to IIX of $5,500,000 were to be offset against IIX's obligations to
the Company of $1,000,000, consisting of the $350,000 license fee payable under
the agreement and of the $650,000 purchase price payable under the Asset
Purchase Agreement. Payment was to be made in November 1998.
In December 1998, the parties agreed to amend the Joint Marketing and
License Agreement. The amendment eliminated the transaction fees and revised the
payment terms. InsWeb repaid all amounts due to IIX in quarterly payments during
1999. InsWeb is under no obligation to deliver additional software or
documentation to IIX or to provide any maintenance for previously delivered
software.
13
COMMERCIAL TRANSACTIONS
Nationwide, a principal stockholder of InsWeb, is also a customer.
Nationwide accounted for $431,000 of InsWeb's revenue during 1999.
The CNA insurance companies, a principal stockholder of InsWeb, are also
customers of InsWeb. The CNA insurance companies accounted for $133,000 of
InsWeb's revenue during 1999.
InsWeb and Yahoo! Inc. have entered into a license agreement dated as of
February 12, 1998 and amended as of March 31, 1999. SOFTBANK Corp., a principal
stockholder of InsWeb, is also an affiliate of Yahoo!. In addition, Yoshitaka
Kitao, a director of InsWeb, is an executive vice president of SOFTBANK Corp.
and chief executive officer of its corporate strategy department and Ronald
Fisher, a director of InsWeb, is vice chairman of SOFTBANK Holdings Inc., an
affiliate of SOFTBANK Corp. During 1999, InsWeb recognized approximately
$4,549,000 in marketing expenses in connection with its agreement with Yahoo!
OTHER TRANSACTIONS
In September 1995, in lieu of compensation as Chief Operating Officer of
InsWeb's Life Health Division, Mr. Gaddy received an incentive stock option to
purchase 250,000 shares of InsWeb common stock, at an exercise price of $0.024
per share. Under an agreement with Mr. Gaddy entered into on February 29, 1996,
InsWeb has also paid to Mr. Gaddy 10% of the net revenues of its life and health
product sales through the end of February 1999. The total amount paid to
Mr. Gaddy under this agreement was $100,000.
In September 1999, Mr. Enan formed a company, New Vectors, LLC ("New
Vectors"), for the purpose of identifying early stage internet companies seeking
funding and other start-up services. Mr. Enan is the sole member of New Vectors.
On October 1, 1999, New Vectors entered into a service agreement with InsWeb
under which InsWeb agreed to provide New Vectors office space and various
administrative services at current market rates. The service agreement expires
September 30, 2000, unless terminated sooner by the parties. Revenues earned
from its agreement with New Vectors as of December 31, 1999 were not material to
InsWeb's operations.
InsWeb is a party to an employment agreement with Mr. Enan. See "Management
Employment Contracts and Termination of Employment and Change of Control
Arrangements."
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
executive officers, directors and persons who beneficially own more than 10% of
InsWeb's Common Stock to file initial reports of ownership and reports of
changes in ownership with the Securities and Exchange Commission. Such persons
are required by SEC regulations to furnish InsWeb with copies of all
Section 16(a) forms filed by such person.
Based solely on InsWeb's review of such forms furnished to InsWeb and
written representations from certain reporting persons, InsWeb believes that all
filing requirements applicable to InsWeb's executive officers, directors and
more than 10% stockholders were complied with, except that Form 3's, Initial
Statements of Beneficial Ownership for Messrs. Bunner, Corroon, Enan, Engel,
Fisher, Freeman, Gaddy, Guthrie, Headley, Keegan, Kitao, Mercier, Morford,
Nevins, Puccinelli, Robertson and Ticehurst, Ms. Taylor, and Softbank Corp. were
not timely filed.
REPORT OF THE COMPENSATION COMMITTEE
ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors is comprised of
non-employee members of InsWeb's Board of Directors. The members of the
Compensation Committee during fiscal 1999 were Messrs. Nevins, Morford, Corroon
and Ticehurst. Mr. Corroon resigned from the Compensation
14
Committee on July 21, 1999. The vacancy created by his resignation was filled by
Mr. Ticehurst on August 26, 1999. The Compensation Committee is responsible for
setting and administering the policies governing annual compensation of the
executive officers of InsWeb. The Compensation Committee reviews the performance
and compensation levels for executive officers and sets salary levels.
The goals of InsWeb's executive officer compensation policies are to
attract, retain and reward executive officers who contribute to InsWeb's
success, to align executive officer compensation with InsWeb's performance and
to motivate executive officers to achieve InsWeb's business objectives. InsWeb
uses salary, bonus compensation and option grants to attain these goals. The
Compensation Committee reviews compensation surveys prepared by management of
InsWeb and by iQuantic, Inc. and Croner Company to compare the Company's
compensation package with that of similarly-sized high technology companies in
InsWeb's geographic area. In preparing the performance graph set forth in the
section entitled "Comparison of Stockholder Return," InsWeb has selected the
Chase H&Q Internet Index as its published industry index; however, the companies
included in InsWeb's salary surveys are not necessarily those included in this
index, because companies in the index may not compete with InsWeb for executive
talent, and companies which do compete for executive officers may not be
publicly traded.
Base salaries of executive officers are reviewed annually by the
Compensation Committee and adjustments are made based on (i) salary
recommendations from the President and Chief Executive Officer, (ii) individual
performance of executive officers for the previous fiscal year, (iii) financial
results of InsWeb for the previous year and (iv) reports to the Compensation
Committee from iQuantic, Inc. and Croner Company concerning competitive
salaries, scope of responsibilities of the officer position and levels paid by
similarly-sized high technology companies in InsWeb's geographic area. InsWeb
seeks to compensate the executive officers between the median and 75% quartile
range of compensation levels paid by similarly sized high technology companies
in InsWeb's geographical area.
InsWeb strongly believes that equity ownership by executive officers
provides incentives to build stockholder value and aligns the interests of
executive officers with those of the stockholders, and therefore makes periodic
grants of stock options under the 1997 Stock Option Plan. The size of an option
grant to an executive officer has generally been determined with reference to
similarly sized high technology companies in InsWeb's geographical area, the
responsibilities and expected future contributions of the executive officer,
previous grants to that officer, as well as recruitment and retention
considerations. To assist InsWeb in retaining and motivating key employees,
option grants generally vest over a three-year period from the date of grant. In
July 1999, the Compensation Committee approved stock option grants to certain of
the executive officers consistent with these criteria. See "Option Grants in
Last Fiscal Year."
Mr. Enan's compensation as President and Chief Executive Officer was
established pursuant to his employment agreement, the terms of which were set by
arms-length bargaining, approved by the Compensation Committee and ratified by
the Board of Directors in July 1999. This agreement provides certain
change-of-control benefits and severance benefits generally consistent with
similar benefits provided to other executive officers.
COMPENSATION COMMITTEE
Robert C. Nevins
Donald K. Morford
Darrell J. Ticehurst
15
COMPARISON OF STOCKHOLDER RETURN
Set forth below is a line graph comparing the annual percentage change in
the cumulative total return on InsWeb's Common Stock with the cumulative total
returns of the Standard & Poors 500 Index and the Chase H&Q Internet Index for
the period commencing on July 23, 1999 and ending on December 31, 1999.(1)
COMPARISON OF CUMULATIVE TOTAL RETURN FROM JULY 23, 1999 THROUGH DECEMBER 31,
1999(1):
INSWEB CORPORATION, STANDARD & POORS 500 INDEX
AND CHASE H&Q INTERNET INDEX
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
INSWEB STANDARD & POORS CHASE
H&Q
Corporation 500 Index Internet Index
7/23/99 $100.00 $100.00 $100.00
12/31/99 $150.00 $108.00 $207.00
7/23/99 12/31/99
-------- --------
InsWeb Corporation.......................................... $100 $150
Standard & Poors 500 Index.................................. $100 $108
Chase H&Q Internet Index.................................... $100 $207
- ------------------------
(1) Assumes that $100.00 was invested on July 23, 1999, at the closing price on
the date of InsWeb's initial public offering, in InsWeb's Common Stock and
each index. No cash dividends have been declared on InsWeb's Common Stock.
Stockholder returns over the indicated period should not be considered
indicative of future stockholder returns.
17
ELECTION OF DIRECTORS
InsWeb has a classified Board of Directors consisting of five Class I
directors (Messrs. Bunner, Gaddy, Nevins, Morford and Puccinelli), four
Class II directors (Messrs. Corroon, Fisher, Freeman and Ticehurst), and three
Class III directors (Messrs. Enan, Headley and Kitao) who will serve until the
Annual Meetings of Stockholders to be held in 2000, 2001 and 2002, respectively,
and until their respective successors are duly elected and qualified. At each
annual meeting of stockholders, directors are elected for a term of three years
to succeed those directors whose terms expire at the annual meeting dates.
The terms of the Class I directors will expire on the date of the upcoming
annual meeting. Accordingly, five persons are to be elected to serve as Class I
directors of the Board of Directors at the meeting. Management's nominees for
election by the stockholders to those five positions are the current Class I
members of the Board of Directors: Messrs. Bunner, Gaddy, Nevins, Morford and
Puccinelli. Please see "Information About InsWeb--Management" above for
information concerning the nominees. If elected, the nominees will serve as
directors until InsWeb's Annual Meeting of Stockholders in 2003 and until their
successors are elected and qualified. If any of the nominees declines to serve
or becomes unavailable for any reason, or if a vacancy occurs before the
election (although InsWeb knows of no reason to anticipate that this will
occur), the proxies may be voted for such substitute nominees as InsWeb may
designate.
If a quorum is present and voting, the five nominees for Class I director
receiving the highest number of votes will be elected as Class I directors.
Abstentions and broker non-votes have no effect on the vote.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE NOMINEES NAMED ABOVE.
18
RATIFICATION OF APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors of InsWeb has selected PricewaterhouseCoopers LLP as
independent public accountants to audit the consolidated financial statements of
InsWeb for the fiscal year ending December 31, 2000. PricewaterhouseCoopers LLP
has acted in such capacity since its appointment in fiscal year 1996. A
representative of PricewaterhouseCoopers LLP is expected to be present at the
annual meeting, with the opportunity to make a statement if the representative
desires to do so, and is expected to be available to respond to appropriate
questions.
VOTE REQUIRED AND BOARD OF DIRECTORS' RECOMMENDATION
The affirmative vote of a majority of the votes cast affirmatively or
negatively at the annual meeting of stockholders at which a quorum representing
a majority of all outstanding shares of Common Stock of InsWeb is present and
voting, either in person or by proxy, is required for approval of this proposal.
Abstentions and broker non-votes will each be counted as present for purposes of
determining the presence of a quorum. Neither abstentions nor broker non-votes
will have any effect on the outcome of the proposal.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE APPOINTMENT
OF PRICEWATERHOUSECOOPERS LLP AS INSWEB'S INDEPENDENT PUBLIC ACCOUNTANTS FOR THE
FISCAL YEAR ENDING DECEMBER 31, 2000.
19
STOCKHOLDER PROPOSALS TO BE PRESENTED
AT NEXT ANNUAL MEETING
InsWeb has an advance notice provision under its bylaws for stockholder
business to be presented at meetings of stockholders. Such provision states that
in order for stockholder business to be properly brought before a meeting by a
stockholder, such stockholder must have given timely notice thereof in writing
to the Secretary of InsWeb. A stockholder proposal to be timely must be
delivered to or mailed and received at InsWeb's principal executive offices, not
less than 30 days nor more than 60 days prior to the meeting; provided, however,
that in the event that less than 40 days' notice or prior public disclosure of
the date of the meeting is given or made to stockholders, notice by the
stockholder to be timely must be so received not later than the close of
business on the 10th day following the day on which such notice of the date of
the annual meeting was mailed or such public disclosure was made.
In connection with InsWeb's next annual meeting of shareholders, under the
recently-amended Securities and Exchange Commission Rule 14a-4, management may
solicit proxies that confer discretionary authority to vote with respect to any
non-management proposal unless InsWeb has received notice of the proposal not
later than March 17, 2001.
Proposals of stockholders intended to be presented at the next annual
meeting of the stockholders of InsWeb must be received by InsWeb at its offices
at 901 Marshall Street, Redwood City, California, 94063, no later than
January 1, 2001, and satisfy the conditions established by the Securities and
Exchange Commission for stockholder proposals to be included in InsWeb's proxy
statement for that meeting.
20
TRANSACTION OF OTHER BUSINESS
At the date of this Proxy Statement, the Board of Directors knows of no
other business that will be conducted at the 2000 Annual Meeting of Stockholders
of InsWeb other than as described in this Proxy Statement. If any other matter
or matters are properly brought before the meeting, or any adjournment or
postponement of the meeting, it is the intention of the persons named in the
accompanying form of proxy to vote the proxy on such matters in accordance with
their best judgment.
By Order of the Board of Directors
Marian C. Taylor
SECRETARY
May 5, 2000
21
INSWEB CORPORATION
PROXY FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 6, 2000
SOLICITED BY THE BOARD OF DIRECTORS
The undersigned hereby appoints Hussein A. Enan and Mark P. Guthrie, and
each of them, with full power of substitution, to represent the undersigned
and to vote all of the shares of stock in InsWeb Corporation, a Delaware
corporation ("InsWeb"), which the undersigned is entitled to vote at the
Annual Meeting of Stockholders of InsWeb to be held at the corporate
headquarters of InsWeb, located at 901 Marshall Street, Redwood City, CA
94063 on June 6, 2000, at 9:00 a.m. local time, and at any adjournment or
postponement thereof (1) as hereinafter specified upon the proposals listed
on the reverse side and as more particularly described in the Proxy Statement
of the Company dated May 1, 2000 (the "Proxy Statement"), receipt of which is
hereby acknowledged, and (2) in their discretion upon such other matters as
may properly come before the meeting. THE SHARES REPRESENTED HEREBY SHALL BE
VOTED AS SPECIFIED. IF NO SPECIFICATION IS MADE, SUCH SHARES SHALL BE VOTED
FOR PROPOSALS 1 AND 2.
(CONTINUED AND TO BE SIGNED ON REVERSE SIDE)
Please mark
/ / votes as in
this example
A VOTE "FOR" THE FOLLOWING PROPOSALS IS RECOMMENDED BY THE BOARD OF DIRECTORS:
FOR all nominees listed at right WITHHOLD AUTHORITY to vote
(except as marked to the contrary below). for all nominees listed at right.
1. To elect the following / / / / NOMINEES: BRUCE A. BUNNER
five (5) persons as Class I M. GORDON GADDY
directors to hold office ROBERT C. NEVINS
for a three-year term and until their DONALD K. MORFORD
respective successors are elected and ROBERT A. PUCCINELLI
qualified:
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY
INDIVIDUAL NOMINEE, WRITE THAT NOMINEE'S NAME BELOW.)
- ----------------------------------------------------
FOR ABSTAIN AGAINST
2. To consider, approve and / / / / / /
ratify the appointment of
PricewaterhouseCoopers LLP
as independent public auditors
for InsWeb for the fiscal year
ending December 31, 2000.
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING
IN PERSON, YOU ARE URGED TO SIGN AND PROMPTLY
MAIL THIS PROXY IN THE RETURN ENVELOPE SO THAT
YOUR STOCK MAY BE REPRESENTED AT THE MEETING.
MARK HERE FOR ADDRESS CHANGE AND / /
NOTE AT LEFT
MARK HERE IF YOU PLAN TO ATTEND THE / /
MEETING
- ------------------------- --------------------- Date: , 2000
Signature Signature ------
Please sign here. If shares of stock are held jointly, both or all of such
persons should sign. Corporate or partnership proxies should be signed in
full corporate or partnership name by an authorized person. Persons signing
in a fiduciary capacity should indicate their full titles in such capacity.