===============================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as permitted
[X] Definitive Proxy Statement by Rule 14a-6(e)(2))
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12
NABI
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
NABI
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
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:
-------------------------------------------------------------------------
[LOGO OF NABI]
5800 Park of Commerce Boulevard, N.W.
Boca Raton, Florida 33487
----------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 18, 2001
----------------
The Annual Meeting of Stockholders of Nabi will be held on Friday, May 18,
2001 at 10:00 a.m., in the Embassy Suites Hotel, 661 N.W. 53rd Street, Boca
Raton, Florida, for the following purposes:
1. To elect a Board of Directors to serve for the ensuing year and until
their successors are duly elected and qualified.
2. To consider and act upon such other business and matters or proposals as
may properly come before said Annual Meeting or any adjournment or
adjournments thereof.
The Board of Directors has fixed the close of business on April 10, 2001 as
the record date for determining the stockholders having the right to receive
notice of and to vote at said Annual Meeting.
By Order of the Board of Directors
Constantine Alexander
Secretary
Boca Raton, Florida
April 18, 2001
Your vote is important. The enclosed proxy which is being solicited on
behalf of the Board of Directors may allow you the option of voting over the
Internet or by telephone instead of using the traditional mail-in proxy
card. Please refer to the enclosed proxy to see which options are available
to you. Whether or not you plan to attend the annual meeting, you are
requested to vote using one of the proxy voting methods made available to
you. If you choose to mail the enclosed proxy card, please sign, date and
mail the proxy card in the enclosed envelope which requires no postage if
mailed in the united states. Returning the enclosed proxy card or voting
over the Internet or by telephone will not affect your right to attend the
annual meeting and vote your shares in person.
[LOGO OF NABI]
----------------
PROXY STATEMENT
----------------
ANNUAL MEETING OF STOCKHOLDERS
May 18, 2001
This Proxy Statement is furnished in connection with the solicitation by and
on behalf of the Board of Directors of Nabi ("Nabi" or the "Company") of
Proxies for use at the Annual Meeting of Stockholders of the Company to be
held, pursuant to the accompanying Notice of Annual Meeting, on Friday, May
18, 2001 at 10:00 a.m., and at any adjournment or adjournments thereof (the
"Annual Meeting"). Action will be taken at the Annual Meeting to elect a Board
of Directors to serve for the ensuing year.
The Company's principal executive offices are located at 5800 Park of
Commerce Boulevard, N.W., Boca Raton, Florida 33487. The Company mailed this
Proxy Statement and the proxy accompanying this Proxy Statement (the "Proxy")
on or about April 18, 2001 to its stockholders of record at the close of
business on April 10, 2001.
GENERAL INFORMATION
Voting Securities. The holders of record of shares of Common Stock of the
Company at the close of business on April 10, 2001 may vote at the Annual
Meeting. On that date, there were outstanding and entitled to vote 37,874,736
shares of Common Stock. Each stockholder has one vote at the Annual Meeting
for each share of Common Stock held of record on said date. As long as a
quorum (a majority of the issued and outstanding shares of Common Stock) is
present in person or by proxy at the Annual Meeting, the directors shall be
elected by a plurality of the votes cast at the Annual Meeting by the holders
of shares entitled to vote thereat. Votes may be cast in favor of the election
of each of the nominees for director or withheld; votes that are withheld will
have no effect on the outcome of the election of directors.
How to Vote. You can vote by filling out the accompanying Proxy and
returning it in the postage-paid return envelope that is enclosed. In
addition, in most cases, stockholders of record (that is, those holding Nabi
stock in their own name) have a choice of voting over the Internet or by using
a toll-free telephone number. Please refer to the enclosed Proxy or the
information forwarded by your bank, broker or other holder of record to see
which options are available to you. Please be aware that if you vote over the
Internet, you may incur costs such as telephone and Internet access charges
for which you will be responsible. The Internet and telephone voting
facilities for shareowners of record will close at 12:00 a.m. E.S.T. on May
17, 2001. Voting information is provided on the enclosed Proxy. The Control
Number, located in the upper right hand corner of the signature side of the
Proxy, is designed to verify your identity, allow you to vote your shares and
confirm that your vote has been properly recorded. If your shares are held in
the name of a bank or broker, follow the voting instructions on the form that
you receive from them. The availability of telephone and Internet voting will
depend on the bank's or broker's voting process as described on the form that
you receive from them.
Voting Procedures and Changing Your Vote. If you specify in the Proxy or in
your vote over the Internet or by telephone how your shares are to be voted,
the shares will be voted in accordance with such specifications, but any Proxy
or vote over the Internet or by telephone which does not specify how your
shares are to be voted
will be voted "for" the election of the nominees for director named herein.
You may change your vote at any time before the Proxy is exercised. If you
voted by mail, you may revoke your Proxy at any time before it is voted by
executing and delivering a timely and valid later-dated Proxy, by voting by
ballot at the Annual Meeting or by giving written notice to the Secretary of
the Company. If you voted by telephone or the Internet you may also change
your vote with a timely and valid later telephone or Internet vote, as the
case may be. Attendance at the Annual Meeting will not have the effect of
revoking a Proxy or telephone or Internet vote unless you give proper written
notice of revocation to the Secretary before the proxy is exercised or you
vote by written ballot at the Annual Meeting.
ANNUAL REPORT AND INDEPENDENT PUBLIC ACCOUNTANTS
The Company's Annual Report to Stockholders for the fiscal year ended
December 30, 2000, including financial statements and the report of Ernst &
Young LLP thereon, is being mailed herewith to each of the Company's
stockholders of record at the close of business on April 10, 2001.
Representatives of Ernst & Young LLP are expected to be present at the Annual
Meeting, will have the opportunity to make a statement if they desire to do so
and will be available to respond to appropriate questions.
The Company's Board of Directors has appointed Ernst & Young LLP to serve as
the independent certified public accountants of the Company for the fiscal
year ending December 29, 2001.
Fees Billed by the Independent Public Accountants
Audit Fees. Nabi paid fees to Ernst & Young LLP for the last fiscal year for
annual audit services in the amount of $193,000.
All Other Fees. Nabi paid fees to Ernst & Young LLP for the last fiscal year
for all other services in the amount of $172,665, including audit related
services of $56,165 and nonaudit services of $116,500. Audit related services
generally include fees for employee benefit audits, accounting consultation
and SEC registration statements. Nonaudit services generally include tax
planning and human resource consulting services.
ITEM I
ELECTION OF DIRECTORS
The Company's By-laws provide that the Board of Directors shall consist of
not less than three nor more than 15 directors, the exact number to be fixed
by the Board of Directors. The Board of Directors has fixed the number of
directors for the ensuing year at seven. In the event that any of the nominees
becomes unavailable, which the Company does not now anticipate, the persons
named as proxies have discretionary authority to vote for a substitute. The
Board of Directors has no reason to believe that any of the nominees will be
unwilling or unable to serve if elected. The By-laws provide that, within the
limits above specified, the number of directors may at any time be increased
or decreased by the vote of the Board. No decrease in the number of directors,
however, shall affect the term of any director in office.
Each of the following directors has been nominated for election at the
Annual Meeting:
David L. Castaldi, age 61, has been a director of Nabi since July 1994. Mr.
Castaldi has served as Chancellor for the Roman Catholic Archdiocese of Boston
since January 2001. From August 1998 to December 1999, Mr. Castaldi served as
Chief Executive Officer of Cadent Medical Corp. ("Cadent"), a medical device
company of which he was a co-founder. Mr. Castaldi also served as Cadent's
Chairman from October 1996 until Cadent was acquired by Cardiac Science in
July 2000. From August 1996 to August 1998, he was Chief Executive Officer of
Biolink Corporation, a medical device company. He was one of the founders of
BioSurface Technology, Inc., and served as its President and Chief Executive
Officer and as a director from March 1987 until it was
2
acquired by Genzyme Corporation in December 1994. From 1971 to 1987, Mr.
Castaldi was employed by Baxter Travenol Laboratories, Inc. where he served,
from 1977 to 1987, as President of the Hyland Therapeutics Division, a
worldwide manufacturer and marketer of therapeutic biological pharmaceuticals.
Mr. Castaldi also served on the Board of Directors of Ergo Science Corp. from
September 1996 until October 2000.
Geoffrey F. Cox, Ph.D., age 57, has been a director of Nabi since December
2000. Dr. Cox has been Chairman of the Board and Chief Executive Officer of
Aronex Pharmaceuticals, Inc. since November 1997. Dr. Cox has more than 20
years of pharmaceutical and biotechnology experience. In 1984, Dr. Cox joined
Genzyme Corporation ("Genzyme") in the U.K. as Operations Director and became
Senior Vice President, Operations in the U.S. in 1988. Dr. Cox served most
recently for Genzyme as Executive Vice President responsible for operations
and the pharmaceutical, diagnostic and genetics business units. Prior to
joining Genzyme, Dr. Cox was General Manager of U.K. manufacturing operations
for Gist-Brocades.
George W. Ebright, age 62, has been a director of Nabi since November 1995.
Until December 1994, Mr. Ebright was Chairman of the Board of Cytogen
Corporation ("Cytogen"), a biopharmaceutical company, which he joined in
February 1989 as President, Chief Executive Officer and director. For 26 years
prior to joining Cytogen, Mr. Ebright held various management positions at
SmithKline Beecham Corporation, including President and Chief Operating
Officer from 1987 to 1989. Mr. Ebright also serves on the Board of Directors
of West Pharmaceutical Services Inc. and Arrow International Inc.
David J. Gury, age 62, has served as Nabi's Chairman of the Board, President
and Chief Executive Officer since April 1992. Previously, since May 1984, he
was Nabi's President and Chief Operating Officer. He has been a director of
Nabi since 1984. From July 1977 until his employment by Nabi, Mr. Gury was
employed by Alpha Therapeutic Corporation (formerly Abbott Scientific
Products) as Director of Plasma Procurement (through October 1980), General
Manager, Plasma Operations (through October 1981) and Vice President, Plasma
Supply (through May 1984). In these capacities, Mr. Gury had executive
responsibilities for plasma procurement and operation of plasmapheresis
centers.
Richard A. Harvey, Jr., age 51, has been a director of Nabi since 1992. He
has been President of Stonebridge Associates, LLC ("Stonebridge"), a Boston
investment banking firm, since January 1996, and was President of BNY
Associates, Incorporated ("BNYA"), Stonebridge's predecessor-in-interest, from
November 1991 to January 1996. Previously, from April 1988 to November 1991,
he was a Managing Director of BNYA, and from April 1980 to April 1988 he was a
Senior Vice President of Shearson Lehman Brothers.
Linda Jenckes, age 53, has been a director of Nabi since 1997. Ms. Jenckes
has been a principal of Linda Jenckes & Associates, a legislative, media and
public affairs consulting firm that she founded, since February 1995.
Previously, from January 1982 to January 1995, Ms. Jenckes was Senior Vice
President of Health Insurance Association of America, a health and disability
insurance trade association. From 1981 to 1982, Ms. Jenckes served as
Principal Deputy Assistant Secretary for Legislation at the U.S. Department of
Health and Human Services. Ms. Jenckes also serves on the Boards of Directors
of the National Multiple Sclerosis Society and the National Polycystic Kidney
Disease Foundation.
Thomas H. McLain, age 43, has served as Executive Vice President and Chief
Operating Officer of Nabi since April 2001. Mr. McLain previously served as
Senior Vice President, Corporate Services and Chief Financial Officer since
June 1998. Previously, from 1988 to 1998, Mr. McLain was employed by Bausch &
Lomb, Inc. Mr. McLain served most recently for Bausch & Lomb as Staff Vice
President, Business Process Reengineering. He also held various positions of
increasing responsibility in finance at Bausch & Lomb, including Staff Vice
President, Accounting and Reporting and Assistant Corporate Controller.
Previously, from 1984 to 1988, Mr. McLain practiced with the accounting firm
Ernst & Young LLP.
3
Certain Information Regarding Directors
The Board of Directors of the Company, which held six meetings in 2000, has
formed the following committees:
The Compensation Committee, consisting of David Thompson and Messrs. Harvey
and Ebright, the function of which is to (i) administer the Company's bonus
plans; (ii) determine the compensation of the Company's Chief Executive
Officer and other executive officers; (iii) administer the Company's equity
incentive plans; and (iv) advise the Board of Directors on compensation
matters generally, to the extent the Board requests its advice. The
Compensation Committee met twice in 2000.
The Audit Committee, consisting of Mr. Castaldi, Dr. Cox and Ms. Jenckes,
the function of which is to (i) make recommendations to the Board of Directors
with regard to the selection of the Company's independent auditors; (ii)
review the Company's financial statements and the results of the independent
audit, including the adequacy of internal controls; and (iii) oversee or
conduct special investigations or other functions on behalf of the Board of
Directors. The Audit Committee met six times in 2000.
Each director of the Company attended at least 75% of the aggregate of (i)
all meetings of the Board held during the period for which he or she has been
a director and (ii) all meetings of each committee of which he or she was a
member during 2000.
Each non-employee director receives an annual fee of $15,000, and a fee of
$500 for each meeting of the Board or any committee thereof attended by the
director (except for meetings attended by conference telephone, in which case
the fee is $100). Fees are paid for attendance at committee meetings even if
they are scheduled in connection with Board meetings. Each non-employee
director, pursuant to the Company's Stock Plan for Non-Employee Directors, may
elect to receive his or her annual fee in shares of Common Stock in lieu of
cash. Directors also are reimbursed for out-of-pocket expenses incurred in
connection with attendance at meetings of the Board of Directors and its
committees.
Each non-employee director is entitled to receive, pursuant to the Company's
Stock Plan for Non-Employee Directors, a stock option for shares of Common
Stock on the date on which he or she initially is elected to serve in office,
and a stock option for shares of Common Stock on the date of each subsequent
annual meeting of stockholders at which he or she was elected to continue in
office. The number of shares of Common Stock underlying such stock options and
the attendant vesting period is to be determined by the Board of Directors on
the date of each director's election (or re-election, as the case may be).
There are no family relationships among any of the directors or executive
officers of the Company.
Section 16(a) Beneficial Ownership Reporting Compliance
The Company believes that during 2000 all reports for the Company's
executive officers and directors that were required to be filed under Section
16 of the Securities Exchange Act of 1934 were timely filed.
4
EXECUTIVE COMPENSATION
Summary Compensation Table
The following table sets forth certain information for the past three fiscal
years with respect to the annual and long-term compensation of the Company's
Chief Executive Officer and certain other highly compensated executive
officers of the Company during the most recent fiscal year (such executive
officers (including the Chief Executive Officer) are sometimes collectively
referred to in this Proxy Statement as the "named executive officers"):
Long Term
Compensation
Annual Compensation Awards
------------------------------------- ------------
Securities
Name and Principal Salary Other Annual Underlying All Other
Position Year ($)(1) Bonus ($) Compensation ($)(2) Options (#) Compensation ($)(3)
------------------ ---- ------- --------- ------------------- ------------ -------------------
David J. Gury........... 2000 454,615 25,514 28,074 151,500 52,862
Chairman of the Board, 1999 442,058 -- 20,681 195,067 54,921
President and Chief 1998 450,001 -- 24,749 190,000 55,380
Executive Officer
Thomas H. McLain(4)..... 2000 205,135 17,541 325 73,000 15,580
Executive Vice 1999 180,962 -- 21,160 78,356 13,951
President, Chief 1998 91,539 65,640 23,217 135,000 12,118
Operating Officer
and Assistant Secretary
Bruce K. Farley(5)...... 2000 193,654 57,963 390 54,500 15,814
Senior Vice President, 1999 167,346 41,665 129,872 154,663 12,255
Manufacturing 1998 -- -- -- -- --
Operations
David D. Muth(6)........ 2000 236,154 18,668 401 68,700 15,670
Senior Vice President, 1999 223,077 -- 543 87,504 16,927
Business Operations 1998 211,538 -- -- 70,000 16,676
Robert B. Naso, Ph.D. .. 2000 236,827 29,452 522 83,000 12,774
Senior Vice President, 1999 228,365 -- 695 88,811 12,639
Quality, Regulatory and 1998 219,135 -- -- 70,000 12,864
Product Development
- --------
(1) Includes for certain individuals bonuses and accrued unused vacation
reimbursements that were deferred at the election of the individuals into
retirement accounts pursuant to the Company's Supplemental Executive
Retirement Program (the "SERP").
(2) Includes relocation expenses paid in the amount of $23,117 and $20,725
for Mr. McLain in 1998 and 1999, respectively; and $129,656 for Mr.
Farley in 1999.
(3) Includes premiums for life insurance in the amounts of $27,462, $180,
$414, $270 and $774 paid by the Company on behalf of, respectively,
Messrs. Gury, McLain, Farley and Muth and Dr. Naso during 2000. Also
includes contributions made by the Company under its 401(k) plan in the
amount of $3,400 each on behalf of Messrs. Gury, McLain, Farley and Muth
during 2000. Also includes premiums for split dollar life insurance
contributions under the SERP in the amount of $22,000 on behalf of Mr.
Gury and $12,000 on behalf of, respectively, Messrs. McLain, Farley and
Muth and Dr. Naso during 2000, which premium payments (less $1,300, $325,
$390, $401 and $522, respectively for 2000) are recoverable by the
Company in the event of the employee's termination of employment or
death.
(4) Mr. McLain joined the Company as an executive officer in June 1998.
(5) Mr. Farley joined the Company in February 1999 and became an executive
officer in March 1999.
(6) Mr. Muth resigned from the Company effective April 2, 2001.
5
Option/SAR Grants in Last Fiscal Year
The following table contains information with respect to stock options
granted to the named executive officers during the Company's fiscal year ended
December 30, 2000. To date, the Company has not granted stock appreciation
rights.
Potential
Realizable Value
at Assumed Annual
Rates of Stock
Price
Appreciation for
Individual Grants Option Terms
---------------------------------------------------- -----------------
Number of Percent of
Securities Total Options
Underlying Granted To
Options Employees in Exercise Expiration
Name Granted (#)(1) Fiscal Year Price ($/sh) Date 5% ($) 10% ($)
- ---- -------------- ------------- ------------ ---------- ------- ---------
David J. Gury........... 195,067 8.86% 7.063 2/07/2010 866,465 2,195,792
Thomas H. McLain........ 78,356 3.56% 7.063 2/07/2010 348,048 882,022
Bruce K. Farley......... 79,663 3.62% 7.063 2/07/2010 353,854 896,735
David D. Muth........... 87,504 3.98% 7.063 2/07/2010 388,683 984,998
Robert B. Naso, Ph.D.... 88,811 4.04% 7.063 2/07/2010 394,488 999,710
60,000 2.75% 6.000 10/10/2010 226,402 573,747
- --------
(1) Each option granted to Messrs. Gury, McLain and Farley and Dr. Naso on
February 7, 2000 has become exercisable with respect to 25% of the shares
subject to the option and will become exercisable with respect to an
additional 25% of the shares subject to the option on each of February 7,
2002, 2003 and 2004. Each option granted to Dr. Naso on October 10, 2000
will become exercisable with respect to 25% of the shares subject to the
option on each of October 10, 2001, 2002, 2003 and 2004. Each option
granted to Mr. Muth on February 7, 2000 has become exercisable. (Mr. Muth
resigned from the Company effective April 2, 2001.) The Compensation
Committee may at any time accelerate the exercisability of any option. In
addition, in the event of a change in control of the Company (as
determined by the Compensation Committee), the Committee may take such
actions with respect to the options as it considers equitable and in the
best interests of the Company. Under the terms of their employment
agreements, if any of Messrs. Gury, McLain, Farley and Muth and Dr. Naso
is terminated without cause (as defined in their respective employment
agreements), all of their then-unvested stock options will immediately
become exercisable.
Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End Option
Values
The following table shows certain information concerning the aggregate
number and dollar value of all options exercised during the fiscal year ended
December 30, 2000 and the total numbers of unexercised options held by each of
the named executive officers as of December 30, 2000.
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money
Shares Options at Options at December 31, 2000
Acquired on Value December 31, 2000 (#) ($)
Exercise Realized ------------------------- -----------------------------
Name (#) ($) Exercisable/Unexercisable Exercisable/Unexercisable (1)
---- ----------- -------- ------------------------- -----------------------------
David J. Gury........... -- -- 632,814/447,876 410,700/374,428
Thomas H. McLain........ -- -- 52,500/160,856 89,993/148,103
Bruce K. Farley......... -- -- 18,750/135,913 33,394/100,181
David D. Muth........... 37,500 53,906 82,305/176,188 67,291/135,087
Robert B. Naso, Ph.D.... 17,500 130,022 171,688/252,364 50,520/152,212
- --------
(1) Calculated using the difference between the option exercise price and
$4.625, the closing price of the Company's Common Stock on the Nasdaq
National Market ("Nasdaq") on December 30, 2000. The closing price of the
Company's Common Stock on Nasdaq on April 10, 2001 was $5.780.
6
Employment Agreements
The Company has employment agreements with each of the named executive
officers. The employment agreement with Mr. McLain, effective June 1, 1998,
expires on May 31, 2001. The employment agreement with Mr. Farley, effective
February 9, 1999, expires on February 9, 2002. The employment agreement with
Dr. Naso, effective August 1, 1998, expires on July 31, 2001. The employment
agreement with Mr. Muth, effective August 1, 1999, expires on July 31, 2002.
The base salaries paid under the employment agreements with Messrs. McLain,
Farley and Muth and Dr. Naso were $205,000, $195,000, $230,000 and $235,000,
respectively, for the one-year period ended March 31, 2001, and are subject to
annual increases at the discretion of the Compensation Committee. Under the
employment agreements with Messrs. McLain, Farley and Muth and Dr. Naso
(collectively, the "Employment Agreements"), each of the employees is eligible
to participate in the Company's benefit plans and programs and is entitled to
receive such additional compensation, term life insurance and annual bonuses
as determined by the Compensation Committee. In addition, Messrs. McLain,
Farley and Muth and Dr. Naso are entitled to receive a monthly automobile
allowance. Each of the Employment Agreements provides that it may be
terminated by either the employee or the Company prior to the expiration of
its term; however, if any of Messrs. McLain, Farley and Muth and Dr. Naso is
terminated without cause (as defined in each Employment Agreement) he is
entitled to receive a severance payment in the amount of 100% of his then-
current annual salary, the continuation of all then-existing benefits for 12
months following termination and payment of his prorated bonus for the then-
current calendar year. In addition, for a termination without cause (as
defined in each Employment Agreement), all of these employees' then-unvested
stock options will vest and become exercisable. Each of the Employment
Agreements provides that the employee will not compete with the Company for a
period of one year after his employment terminates.
Mr. Gury's employment agreement was effective January 1, 1993, and
automatically is continued for successive one-year terms on January 1 of each
year unless at least 180 days' prior notice of termination is given by either
Mr. Gury or the Company. Mr. Gury's base salary under his employment agreement
was $460,000 through the one-year period ended March 31, 2001, and is subject
to annual increases at the discretion of the Compensation Committee. Mr. Gury
is entitled to participate in bonus plans maintained by the Company for senior
executives and may receive additional bonuses at the discretion of the
Compensation Committee. The employment agreement also provides that Mr. Gury
shall receive other specified benefits. The Company may terminate Mr. Gury's
employment at any time during the term of the employment agreement (including
any automatic extension thereof). If the termination is without cause (as
defined in the agreement), for a period of three years Mr. Gury will be
entitled to receive each year an amount equal to his salary at the time of
termination plus his average bonus for the last three fiscal years. In
addition, all restricted stock awarded to Mr. Gury will no longer be subject
to forfeiture or contractual restrictions on transfer and one-half of his
then-unvested (i) stock options, (ii) restricted stock awards, and (iii) stock
appreciation rights, if any, will immediately vest and become exercisable.
During such period, Mr. Gury shall continue to receive all benefits that he
otherwise is entitled to receive under the employment agreement and
professional out-placement services at the Company's expense. The employment
agreement also provides under certain circumstances for severance benefits in
the event that Mr. Gury terminates his employment following the initial term
of the agreement or any extension thereof. Mr. Gury's employment agreement
provides that he will not compete with the Company during any period in which
he is receiving severance payments. In addition, in certain circumstances
involving the termination of Mr. Gury's employment following a change in
control of the Company, Mr. Gury will receive a lump sum payment of three
times his base salary and average bonus, professional out-placement services
at the Company's expense, three years' continued benefits and the vesting of
all his then-unvested options.
Change of Control Agreements
Effective March 2000, the Company entered into change of control agreements
with Messrs. McLain, Farley and Muth and Dr. Naso. The change of control
agreements provide for severance benefits in the event that (a) within six
months after a change of control (as defined in the change of control
agreement) the employee
7
terminates his employment with the Company for good reason (as defined in the
change of control agreement), (b) within 12 months after a change of control
the employee's employment is terminated by the Company for any reason, or (c)
within the period beginning on the 6th month after a change of control and
ending on the 12th month after the change of control, the employee terminates
his employment with the Company for any reason (including death or
disability). The change of control agreements provide for the following
severance benefits: (1) a lump sum payment equal to one and one-half times the
sum of (a) the higher of (i) the employee's annual base salary or (ii) the
employee's base salary immediately prior to the change of control plus (b) the
employee's average bonuses for the 3 most recently-ended fiscal years prior to
the change of control; (2) the continuation of employee benefit programs
(including medical and dental insurance, disability and life insurance
benefits and car allowance programs) for a period of 18 months; (3) any
compensation previously deferred by the employee; (4) accelerated vesting of
all outstanding stock options held by the employee; and (5) the payment by the
Company of up to $25,000 for placement services provided to the employee. In
addition, if payments to the employee under his change of control agreement
(together with any other payments or benefits) would trigger the provisions of
Section 4999 of the Internal Revenue Code of 1986, as amended, the amount paid
to the employee is increased so that the employee receives, net of excise
taxes and any penalties, the amount he would have been entitled to receive in
the absence of the excise tax. In the event Messrs. McLain, Farley and Muth
and/or Dr. Naso are entitled to receive compensation and other benefits under
their respective change of control agreements as well as severance or other
benefits under an employment contract with the Company, they would be entitled
to receive payment under whichever agreement would provide the greater value.
Compensation Committee Report
Executive compensation levels are based on a compensation program developed
by the Compensation Committee in February 1993, which was modified in 1998
with respect to equity incentive compensation.
Management Compensation Program. The Company's Management Compensation
Program (the "Program") was developed by the Compensation Committee with the
assistance of an outside compensation consultant and the Company's Vice
President of Human Resources, and incorporates the results of a study
undertaken by the American Compensation Association of executive compensation
practices. The Program, which is based upon the compensation practices of
comparable companies included in the study, is founded on the following
principles. First, a strong link should be developed between planned
organizational goals and individual compensation. Second, the Company should
assure total compensation opportunities that are above comparable companies
when the Company's performance is superior to theirs and below such
comparators if the Company's performance is inferior to theirs. Third, the
Company's compensation program should allow it to attract and retain
individuals whose performance will enhance the profitability of the Company
and, thus, stockholder value.
The Company uses a comparator group of companies in the
pharmaceutical/healthcare industry (the "Comparator Group") to serve as the
basis for determining the appropriate cash element of the Program (base
compensation and bonus). The companies in the Comparator Group are selected
from the pharmaceutical/ healthcare industry based on their similarity to the
Company as determined by total revenue.
Base salary, annual bonus and equity incentive compensation, the three
components of executive officers' compensation provided under the Program for
2000, are discussed below. Base salary and equity incentive compensation for
2000 were established by the Compensation Committee in early 2000 based on
prior years' performance and the additional factors discussed below.
Base Compensation. The Program is targeted to establish conservative base
salaries set at 90% of the median salary levels of the Comparator Group.
The Compensation Committee makes salary decisions based on a structured
annual review with input from the Chief Executive Officer for the other
executive officers as deemed appropriate. Three equally weighted
8
criteria, performance relative to corporate budgets, performance on specific
projects and management attributes/skills performance, are the measurement
factors used to make base salary decisions.
Annual Bonus. Annual cash bonuses are provided to reward the attainment of
planned operating goals based on revenue and profitability (pretax income as a
percentage of revenue) and specified individual goals, with increased bonus
amounts when performance is above the planned operating goals. For fiscal year
2000, if planned operating goals were attained or exceeded, the executives
were eligible to receive cash bonuses ranging up to 125% of their base
salaries.
Equity Incentive Compensation. The long-term performance-based compensation
of executive officers takes the form of option awards under the Company's
stock option plans. The Compensation Committee believes that this equity-based
compensation ensures that the Company's executive officers have a continuing
stake in the long-term success of the Company. All options granted by the
Company have been granted with an exercise price equal to or in excess of the
market price of the Company's Common Stock at the time of the grant.
Accordingly, stock options will have value only if the Company's stock price
increases. Vesting is used to encourage employees to continue in the employ of
the Company. In 2000, the Compensation Committee approved the issuance of
options to these officers in order to provide them with a continuing incentive
to perform and to further align their interests with those of the Company's
stockholders.
Other Compensation. The Compensation Committee is authorized to make
discretionary compensation awards from time to time, including restricted
stock awards.
Chief Executive Officer Compensation. Mr. Gury's 2000 base salary was
approximately 90% of the median level of the base salaries in the Comparator
Group. In 1999, Mr. Gury's base salary also was approximately 90% of the
median level.
Respectfully submitted by,
THE COMPENSATION COMMITTEE
David A. Thompson, Chairman
Richard A. Harvey, Jr.
George W. Ebright
9
AUDIT COMMITTEE REPORT
The Audit Committee of the Board of Directors assists the Board of Directors
in fulfilling its oversight responsibility to our shareholders with respect to
Nabi's accounting functions and internal controls. The Audit Committee
oversees our financial reporting process on behalf of our Board of Directors,
reviews our financial disclosures, and meets privately, outside the presence
of our management, with our independent public accountants to discuss the
overall scope and plans for their audit, our internal accounting control
policies, and procedures and the overall quality of the Company's financial
reporting. In fulfilling its oversight responsibilities, the Audit Committee
reviews the audited financial statements in the Annual Report on Form 10-K
with management, including a discussion of the quality, not just the
acceptability, of the accounting principles, the reasonableness of significant
judgments, and the clarity of disclosures in the financial statements. The
Audit Committee reports on its activities to our Board of Directors. The Audit
Committee also considers and recommends the selection of our independent
public accountants, reviews the performance of the independent public
accountants in the annual audit and in assignments unrelated to the audit, and
reviews the independent public accountants' fees. Nabi's Board of Directors
has adopted a written charter for the Audit Committee, a copy of which is
attached as Appendix A to this proxy statement.
The Audit Committee is composed of three non-employee directors, each of
whom is independent, as defined by the applicable listing standards of the
National Association of Securities Dealers.
During fiscal year 2000, the Audit Committee held six meetings. The meetings
were designed to facilitate and encourage private communication between the
members of the Audit Committee, our management, and our independent public
accountants, Ernst & Young LLP.
The Audit Committee reviewed with the independent public accountants, who
are responsible for expressing an opinion on the conformity of its audited
financial statements with generally accepted accounting principles, their
judgments as to the quality, not just the acceptability of the Company's
accounting principles and such matters as are required to be discussed with
the Audit Committee under generally accepted auditing standards. In addition,
the Audit Committee has discussed with the independent public accountants the
independent public accountants' independence from Nabi and its management,
including the matters in the written disclosures we received from the
independent public accountants as required by Independence Standards Board
Standard No. 1, "Independence Discussions with Audit Committees," and
considered the compatibility of non-audit services with the independent public
accountants' independence.
Based on its review and discussions referred to above, the Audit Committee
recommended to the Board of Directors that the audited financial statements be
included in our Annual Report on Form 10-K for the fiscal year ended December
30, 2000. The Audit Committee recommended and the Board of Directors has
appointed, Ernst & Young LLP to serve as the independent certified public
accountants of the Company for the ensuing year.
Respectfully submitted by,
THE AUDIT COMMITTEE,
David L. Castaldi, Chairman
Geoffrey F. Cox, Ph.D.
Linda Jenckes
10
Comparative Stock Performance
The following graph and chart compare during the five-year period commencing
December 31, 1995 and ending December 30, 2000 the annual change in the
cumulative total return on the Company's Common Stock with the NASDAQ Stock
Market (U.S.) and the NASDAQ Pharmaceutical Stocks indices, assuming the
investment of $100 on December 31, 1995 (at the market close) and the
reinvestment of any dividends.
1995 1996 1997 1998 1999 2000
------- ------- ------- ------- ------- -------
NABI $100.00 $ 81.40 $ 31.69 $ 25.00 $ 43.02 $ 43.02
NASDAQ STOCK MARKET $100.00 $123.04 $150.69 $212.51 $394.92 $237.62
(U.S.) INDEX
NASDAQ PHARMACEUTICAL $100.00 $100.31 4103.66 $131.95 $248.01 $308.49
STOCKS INDEX
11
CERTAIN STOCKHOLDERS
The following table sets forth information as of April 10, 2001 (except as
otherwise indicated in the notes below) with respect to (i) each director of
the Company, (ii) the named executive officers, (iii) all officers and
directors of the Company, as a group and (iv) each person who is known by the
Company to be the beneficial owner of more than five percent of Common Stock.
Except as otherwise indicated, this information has been furnished by the
persons listed in the table.
Percent of
Shares Beneficially Outstanding
Name of Beneficial Owner Owned(1) Shares Owned
- ------------------------ ------------------- ------------
Directors
David J. Gury................................ 1,291,063 (2) 3.34%
David L. Castaldi............................ 53,434 (3) *
Geoffrey F. Cox, Ph.D. ...................... 1,153 (4) *
George W. Ebright............................ 47,200 (5) *
Richard A. Harvey, Jr. ...................... 25,038 (6) *
Linda Jenckes................................ 24,500 (7) *
David A. Thompson............................ 39,667 (6) *
Named Executive Officers
David J. Gury................................ 1,291,063 (2) 3.34%
Thomas H. McLain............................. 119,219 (8) *
Bruce K. Farley.............................. 62,160 (9) *
David D. Muth................................ 305,045(10) *
Robert B. Naso, Ph.D. ....................... 244,988(11) *
Mark L. Smith................................ 14,837(12) *
All executive officers and directors as a
group (12 Persons).......................... 2,228,305(13) 5.64%
Greater Than Five Percent Stockholders
Deerfield Management......................... 3,000,000(14) 7.92%
450 Lexington Avenue
Suite 1450
New York, NY 10017
Heartland Advisors, Inc. .................... 2,625,700(15) 6.93%
790 North Milwaukee Street
Milwaukee, WI 53202
Loomis, Sayles & Company, L.P. .............. 2,564,644(16) 6.77%
One Financial Center
Boston, MA 02111
Dimensional Fund Advisors Inc. .............. 2,361,072(17) 6.23%
1299 Ocean Avenue
11th Floor
Santa Monica, CA 90401
- --------
* Less than 1%.
(1) Unless otherwise noted, the nature of beneficial ownership consists of
sole voting and investment power.
(2) Consists of (a) 362,608 shares owned by Mr. Gury (including 5,000 shares
owned jointly with his wife), (b) an aggregate of 126,000 shares of
Common Stock that is owned by Mr. Gury's immediate family and 4,500
shares held by Mr. Gury as trustee under trusts for the benefit of his
children, all as to which Mr. Gury disclaims beneficial ownership; and
(c) 797,955 shares of Common Stock that may be acquired under stock
options that are presently exercisable or will be exercisable on June 9,
2001.
12
(3) Consists of (a) 16,592 shares of Common Stock; (b) 23,500 shares of
Common Stock that may be acquired under stock options that are presently
exercisable; (c) 7,142 shares of Common Stock that may be acquired upon
the conversion of the Company's convertible subordinated notes due 2003
(the "Notes") held by Mr. Castaldi; and (d) 6,200 shares of Common Stock
that are held by Mr. Castaldi's wife and children and as to which Mr.
Castaldi disclaims beneficial ownership.
(4) Does not include 7,500 shares of Common Stock which may be acquired
under stock options which are presently unvested.
(5) Includes 43,250 shares of Common Stock that may be acquired under stock
options that are presently exercisable.
(6) Includes 23,500 shares of Common Stock that may be acquired under stock
options that are presently exercisable.
(7) Includes 24,500 shares of Common Stock that may be acquired under stock
options that are presently exercisable.
(8) Consists of (a) 130 shares of Common Stock owned by Mr. McLain's
children; (b) 32,000 shares of Common Stock that Mr. McLain owns jointly
with his wife; and (c) 87,089 shares of Common Stock that may be
acquired under stock options that are presently exercisable or will be
exercisable on June 9, 2001.
(9) Consists of (a) 545 shares of Common Stock; (b) 4,200 shares of Common
Stock held by Mr. Farley as co-trustee with his wife for the benefit of
his children and their surviving spouses; and (c) 57,415 shares of
Common Stock that may be acquired under stock options that are presently
exercisable or will be exercisable on June 9, 2001.
(10) Consists of (a) 7,600 shares of Common Stock; (b) 252 shares of Common
Stock owned by Mr. Muth's children all as to which Mr. Muth disclaims
beneficial ownership; and (c) 297,193 shares of Common Stock that may be
acquired under stock options that are presently exercisable. Mr. Muth
resigned from the Company effective April 2, 2001.
(11) Includes 241,171 shares of Common Stock that may be acquired under stock
options that are presently exercisable or will be exercisable on June 9,
2001.
(12) Includes 12,957 shares of Common Stock that may be acquired under stock
options that are presently exercisable or will be exercisable on June 9,
2001.
(13) See notes 2 through 12 above.
(14) The information in the table and in this note is derived from a Schedule
13G/A filed with the SEC on February 14, 2001 by Deerfield Capital,
L.P., which shares voting and investment power over 2,136,000 shares,
Deerfield Partners, L.P., which shares voting and investment power over
2,136,000 shares, Deerfield Management Company, which shares voting and
investment power over 864,000 shares, Deerfield International Limited,
which shares voting and investment power over 864,000 shares and Arnold
H. Snider, who shares voting and investment power over 3,000,000 shares.
Mr. Snider is the president of the general partner of each of the
foregoing entities.
(15) Includes 7,143 shares of Common Stock that may be acquired upon the
conversion of Notes. Heartland Advisors, Inc., a registered investment
advisor, has sole voting power over 125,000 shares and sole investment
power over all of the shares identified in this table. The information
in the table and this note is derived from a Schedule 13G filed by
Heartland Advisors, Inc. with the SEC on January 30, 2001.
(16) Consists of shares of Common Stock that may be acquired upon the
conversion of Notes. Upon conversion, Loomis, Sayles & Company, L.P., a
registered investment advisor, would share voting power over
349,857 shares, have sole voting power over 2,214,787 shares, and share
investment power over all the shares identified in the table. The
information in the table and this note is derived from a Schedule 13G
filed by Loomis, Sayles & Company, L.P. with the SEC on February 12,
2001.
(17) Dimensional Fund Advisors Inc. is a registered investment advisor. The
information in the table and this note is derived from a Schedule 13G
filed by Dimensional Fund Advisors Inc. with the SEC on February 2,
2001.
13
CERTAIN TRANSACTIONS
Transactions Involving Officers and Directors
Mr. Gury, Nabi's Chairman, President and Chief Executive Officer, borrowed
money from Nabi in October 1997 pursuant to a promissory note. The original
principal amount of the note was $350,000, and the money was used for tax
obligations. The original due date of the note was October 26, 1998, but
during 1999 the due date was extended to December 31, 1999, in 1999 to
December 31, 2000 and in 2000 to December 31, 2001. The note bears interest at
the prime rate. As of December 30, 2000, the outstanding balance on the note
was approximately $337,000.
PROPOSALS OF STOCKHOLDERS
Proposals of stockholders intended to be presented at the next annual
meeting of stockholders must be received by the Company at its principal
executive offices both (i) on or before December 19, 2001 (after which time
they will not be included in the proxy statement and form of proxy relating to
that meeting) and (ii) in accordance with the procedures and within the time
frames specified in the Company's By-laws and summarized below.
The By-laws of the Company specify when a stockholder must submit proposals
for consideration at a stockholders' meeting in order for those proposals to
be considered at the meeting. In order for a proposal to be considered at the
meeting, the stockholder making it must give timely notice in writing to the
Secretary of the Company. To be timely, a stockholder's notice must be
delivered to or mailed and received at the principal executive offices of the
Company not less than 90 days prior to the meeting; except that in the event
that less than 100 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 received no later than the close of business on the 10th day
following the day on which such notice of the date of the meeting was mailed
or such public disclosure was made. The Proxy confers discretionary authority
to vote on any stockholder proposal not timely received by the Company.
ANNUAL REPORT ON FORM 10-K
Nabi's Annual Report on Form 10-K, filed with the Securities and Exchange
Commission, may be obtained, without charge, by writing to Mark Smith, Senior
Vice President, Finance and Chief Financial Officer, Nabi, 5800 Park of
Commerce Boulevard, N.W., Boca Raton, Florida 33487.
14
OTHER MATTERS
The Board of Directors knows of no business that will be presented for
consideration at the Annual Meeting other than as shown above. However, if any
such other business should come before the Annual Meeting, it is the intention
of the persons named in the enclosed Proxy to vote the Proxies in respect of
any such business in accordance with their best judgment.
The cost of preparing, assembling and mailing this proxy material will be
borne by the Company. The Company may solicit Proxies otherwise than by use of
the mail, in that certain officers and regular employees of the Company,
without additional compensation, may use their personal efforts, by telephone
or otherwise, to obtain Proxies. Such assistance may take the form of
personal, telephonic or written solicitation or any combination thereof. The
Company will also request persons, firms and corporations holding shares in
their names, or in the names of their nominees, which shares are beneficially
owned by others, to send this proxy material to and obtain Proxies from such
beneficial owners and will reimburse such holders for their reasonable
expenses in doing so.
By Order of the Board of Directors
Constantine Alexander
Secretary
April 18, 2001
15
Appendix A
NABI
AUDIT COMMITTEE CHARTER
This Charter governs the operations of Nabi's (the "Company") Audit
Committee of the Board of Directors (the "Committee"). The Committee will
review the Charter at least annually and obtain the approval of the Charter by
the Board of Directors. The Committee shall be appointed by the Board of
Directors and shall be composed of three non-employee directors, each of whom
is independent of management and the Company. A Chairman will be either
designated by the Board of Directors or elected by the Committee by majority
vote. For purposes of this Charter, independence has the same meaning as that
in the National Association of Securities Dealers' listing standards. All
Committee members will be financially literate, or will become financially
literate within a reasonable period of time after appointment to the
Committee, and at least one member will have accounting or related financial
management expertise.
The Committee will provide assistance to the Board of Directors in
fulfilling its oversight responsibility to the shareholders relating to the
Company's financial statements and the financial reporting process, the
systems of internal accounting and financial controls, the internal audit
function and the annual independent audit of the Company's financial
statements. In so doing, it is the responsibility of the Committee to maintain
free and open communication between the Committee, independent auditors, the
internal auditor and management of the Company. In discharging its oversight
role, the Committee is empowered to investigate any matter brought to its
attention with full access to all books, records, facilities, and personnel of
the Company and the power to retain outside counsel, or other experts for this
purpose.
The primary responsibility of the Committee is to oversee the Company's
financial reporting process on behalf of the Board of Directors and report the
results of their activities to the Board of Directors. Management is
responsible for preparing the Company's financial statements, and the
independent auditors are responsible for auditing those financial statements.
The Committee, in carrying out its responsibilities, believes its policies and
procedures should remain flexible, in order to best react to changing
conditions and circumstances. The Committee should take the appropriate
actions to set the overall corporate "tone" for quality financial reporting,
sound business risk practices, and ethical behavior.
The following shall be the principal recurring processes of the Committee in
carrying out its oversight responsibilities. The processes are set forth as a
guide with the understanding that the Committee may supplement them as
appropriate.
. The Committee shall have a clear understanding with management and the
independent auditors that the independent auditors are ultimately
accountable to the Board of Directors and the Committee, as
representatives of the Company's shareholders. The Committee shall have
the ultimate authority and responsibility to evaluate and, where
appropriate, replace the independent auditors subject to stockholders'
approval. The Committee shall review with the auditors their
independence from management and the Company and the matters included in
the written disclosures required by the Independence Standards Board.
Annually, the Committee will review and recommend to the Board of
Directors the selection of the Company's independent auditors.
. The Committee shall annually inform the independent auditors, the Chief
Financial Officer, the Controller, and the most senior person
responsible for internal audit activities, that they should promptly
contact the Committee or its Chairman about any significant issues or
disagreements concerning the Company's accounting practices or financial
statements that is not resolved to their satisfaction.
. The Committee shall discuss with the internal auditor and the
independent auditors the overall scope and plans for their respective
audits, including the adequacy of staffing and compensation. Also, the
A-1
Committee will discuss with management, the internal auditor, and the
independent auditors the adequacy and effectiveness of the accounting
and financial controls, including the Company's system to monitor and
manage business risk. Further, the Committee will meet separately with
the internal auditor and the independent auditors, with and without
management present, to discuss the results of their examinations.
. The Committee shall direct the independent auditor to use its best
efforts to perform reviews of interim financial information prior to
disclosure by the Company of such information. The Committee shall
review the quarterly interim financial statements with management and
the independent auditors prior to the filing of the Company's Quarterly
Report on Form 10-Q. Also, the Committee will discuss the results of the
quarterly review and any other matters required to be communicated to
the Committee by the independent auditors under generally accepted
auditing standards. The Chair of the Committee may represent the entire
Committee for the purposes of this review.
. The Committee shall review with management and the independent auditors
the financial statements to be included in the Company's Annual Report
on Form 10-K, including their judgment about the quality, not just
acceptability, of accounting principles, the reasonableness of
significant judgments, and the clarity of the disclosures in the
financial statements. Also, the Committee will discuss the results of
the annual audit and any other matters required to be communicated to
the Committee by the independent auditors under generally accepted
auditing standards and consider whether it will recommend to the Board
of Directors that the Company's audited financial statements be included
in the Company's Annual Reports of Form 10-K.
. The Audit Committee shall prepare for inclusion where necessary in a
proxy or information statement of the Company relating to an Annual
Meeting of security holders at which directors are to be elected, the
report described in Item 306 of Regulation S-K.
A-2
Nabi
c/o Proxy Services
P.O. Box 9141
Farmingdale, NY 11735
You have the option of voting using any of the following methods.
VOTE BY INTERNET - www.proxyvote.com
-----------------
Use the Internet to transmit your voting instructions and for electronic
delivery of information up until 11:59 P.M. Eastern Time the day before the
cut-off date or meeting date. Have your proxy card in hand when you access the
web site. You will be prompted to enter your 12-digit Control Number which is
located below to obtain your records and to create an electronic voting
instruction form.
VOTE BY PHONE - 1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions up until 11:59
P.M. Eastern Time the day before the cut-off date or meeting date. Have your
proxy card in hand when you call. You will be prompted to enter your 12-digit
Control Number which is located below and then follow the simple instructions
the Vote Voice provides you.
VOTE BY MAIL -
Mark, sign, and date your proxy card and return it in the postage-paid envelope
we have provided or return it to NABI, c/o ADP, 51 Mercedes Way, Edgewood, NY
11717.
NOTE: If you vote by Internet or telephone, THERE IS NO NEED TO MAIL BACK your
proxy card.
THE PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER SPECIFIED. IF NO
SPECIFICATION IS MADE, THE PROXIES INTEND TO VOTE FOR ALL NOMINEES FOR DIRECTOR.
TO VOTE, MARK BLOCK BELOW IN BLUE OR BLACK INK AS FOLLOWS: X NABI01
KEEP THIS PORTION FOR YOUR RECORDS
- --------------------------------------------------------------------------------
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
PLEASE SIGN, DATE & MAIL YOUR PROXY CARD TODAY
________________________________________________________________________________
NABI
Vote On Directors
1. For the election of all nominees listed below (except as indicated):
01) David L. Castaldi
02) Geoffrey F. Cox
03) George W. Ebright
04) David J. Gury
05) Richard A. Harvey, Jr.
06) Linda Jenckes
07) Thomas H. McLain
For Withhold For All
All All Except
[_] [_] [_]
To withhold authority to vote, mark "For All Except" and write the nominee's
number on the line below.
___________________________________________________
Please be sure to sign and date this Proxy. In signing, please write name(s)
exactly as appearing in the imprint on this card. For shares held jointly, each
joint owner should sign. If signing as executor, or in any other representative
capacity, or as an officer of a corporation, please indicate your full title as
such.
__________________________________ ____ ______________________________ ____
Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
- --------------------------------------------------------------------------------
________________________________________________________________________________
REVOCABLE PROXY
NABI
5800 Park of Commerce Blvd., NW, Boca Raton, FL 33487
Annual Meeting of Stockholders May 18, 2001
This Proxy is Solicited on Behalf of the Board of Directors, which Recommends
Approval of the Proposals Contained Herein
The undersigned hereby appoint(s) Bruce K. Farley, Anna Mack and Mark L. Smith,
and each of them, as Proxies of the undersigned with full power of substitution
to vote as designated herein all shares of stock that the undersigned would be
entitled to vote if personally present at the Annual Meeting of Stockholders of
Nabi to be held Friday, May 18, 2001 at 10:00 a.m. at the Embassy Suites Hotel,
661 N.W. 53rd Street, Boca Raton, Florida, and all adjournments thereof (the
"Meeting"). The undersigned acknowledges receipt of the Company's Proxy
Statement. The undersigned hereby confer(s) upon the Proxies, and each of them,
discretionary authority (i) to consider and act upon such business, matters or
proposals other than the business set forth herein as may properly come before
the Meeting for which Nabi did not receive proper notice in accordance with its
By-laws, (ii) with respect to the election of directors in the event that any of
the nominees is unable or unwilling with good cause to serve, and (iii) with
respect to such other matters upon which discretionary authority may be
conferred.
________________________________________________________________________________