SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12
ACNIELSEN CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):*
------------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
5) Total fee paid:
------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
-------------------------------------------------------
2) Form, Schedule or Registration Statement No.:
-------------------------------------------------------
3) Filing Party:
-------------------------------------------------------
4) Date Filed:
-------------------------------------------------------
ACNIELSEN [logo] 177 Broad Street, Stamford, CT 06901
March 10, 2000
Dear Shareholder:
I am pleased to invite you to attend the 2000 Annual Meeting of
Shareholders of ACNielsen Corporation to be held on Wednesday, April 19, 2000 at
9:00 A.M. at 1209 Orange Street, Wilmington, Delaware.
The business to be conducted at the meeting is described in the attached
Notice of Annual Meeting and Proxy Statement.
Your vote is important. Accordingly, whether or not you plan to attend the
meeting, please ensure that your shares are represented by voting your proxy.
For your convenience, proxies can be voted by telephone, Internet or mail.
Voting your proxy will in no way limit your right to vote at the Annual Meeting
if you later decide to attend in person.
Sincerely,
/s/ NICHOLAS L. TRIVISONNO
-------------------------------------
Nicholas L. Trivisonno
Chairman and Chief Executive Officer
NOTICE OF ANNUAL MEETING AND PROXY STATEMENT
TABLE OF CONTENTS
NOTICE OF ANNUAL MEETING ............................................................................ 1
QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND
THE ANNUAL MEETING .................................................................................. 2
Why am I receiving these materials? .............................................................. 2
What proposals will be voted on at the meeting? .................................................. 2
What is ACNielsen's voting recommendation? ....................................................... 2
What shares owned by me can be voted? ............................................................ 2
What is the difference between holding shares as a shareholder of record and as a
beneficial owner? ................................................................................ 2
How can I vote my shares in person at the meeting? ............................................... 2
How can I vote my shares without attending the meeting? .......................................... 3
Can I change my vote? ............................................................................ 3
How are votes counted? ........................................................................... 3
What is the voting requirement to approve each of the proposals? ................................. 4
What does it mean if I receive more than one proxy or voting instruction card? ................... 4
Do I need an admission ticket to attend the meeting? ............................................. 4
Where can I find the voting results of the meeting? .............................................. 4
COMMON STOCK OWNERSHIP OF MANAGEMENT AND
CERTAIN BENEFICIAL OWNERS ........................................................................... 4
Common Stock Ownership of Directors and Executive Officers ....................................... 5
Beneficial Owners of More than Five Percent of Outstanding Shares ................................ 6
BOARD STRUCTURE AND COMPENSATION .................................................................... 7
Board Structure, Meetings and Attendance ......................................................... 7
The Audit and Finance Committee .................................................................. 7
The Compensation Committee ....................................................................... 8
The Nominating Committee ......................................................................... 8
Director Compensation ............................................................................ 9
PROPOSALS TO BE VOTED ON ............................................................................ 10
PROPOSAL NO. 1 - Election of Directors ........................................................... 10
PROPOSAL NO. 2 - Ratification of the Selection of Independent Public Accountants ................. 12
COMPENSATION OF EXECUTIVE OFFICERS .................................................................. 12
Report of the Compensation Committee ............................................................. 12
Performance Graph ................................................................................ 15
Summary Compensation Table ....................................................................... 16
Option/SAR Grants in Last Fiscal Year ............................................................ 17
Aggregated Option/SAR Exercises in Last Fiscal Year and Fiscal Year-End Option/SAR Values ........ 18
Long-Term Incentive Plans - Awards in Last Fiscal Year ........................................... 18
ACNielsen Retirement Benefits .................................................................... 18
Change in Control Severance Agreements ........................................................... 19
Executive Transition Plan ........................................................................ 20
Consulting Arrangement ........................................................................... 20
ADDITIONAL QUESTIONS AND INFORMATION REGARDING
THE ANNUAL MEETING AND SHAREHOLDER PROPOSALS ....................................................... 21
What happens if additional proposals are presented at the meeting? .............................. 21
What shares are entitled to vote? ............................................................... 21
What is the quorum requirement for the meeting? ................................................. 21
What are broker non-votes? ...................................................................... 21
Who will bear the cost of soliciting votes for the meeting? ..................................... 21
May I propose actions for consideration at next year's annual meeting of shareholders? .......... 21
ACNIELSEN [logo]
177 Broad Street, Stamford, CT 06901
Telephone: (203) 961-3000
------------------------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
-------------------------------------------
TIME ...................... 9:00 A.M. on Wednesday, April 19, 2000
PLACE ..................... 1209 Orange Street, Wilmington, Delaware
ITEMS OF BUSINESSS ........ 1. To elect four Class I directors for a three-year
term.
2. To ratify the selection of independent public
accountants to audit the Company's consolidated
financial statements for 2000.
3. To transact such other business as may properly
be brought before the meeting. The Company knows
of no other business to be brought before the
meeting.
RECORD DATE................ You can vote if you are a shareholder of record as
of close of business on February 21, 2000.
ANNUAL REPORT.............. Our 1999 Annual Report, which is not part of the
proxy soliciting material, is enclosed.
PROXY VOTING .............. It is important that your shares be represented and
voted at the meeting. Please vote in one of these
ways:
1. USE THE TOLL-FREE TELEPHONE NUMBER shown on the
proxy/voting instruction card;
2. VISIT THE WEB SITE named on the proxy/voting
instruction card to vote via the Internet; OR
3. MARK, SIGN, DATE AND PROMPTLY RETURN the enclosed
proxy/voting instruction card in the postage-paid
envelope.
Any proxy may be revoked at any time prior to its
exercise at the meeting.
/s/ ELLENORE O'HANRAHAN
---------------------------------
Ellenore O'Hanrahan
Secretary
These proxy materials are being mailed starting approximately March 10, 2000.
1
QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS
AND THE ANNUAL MEETING
Q: WHY AM I RECEIVING THESE MATERIALS?
A: The Board of Directors of ACNielsen Corporation is soliciting proxies to be
used at the 2000 Annual Meeting. You are invited to attend the meeting and
are requested to vote on the proposals described in this proxy statement.
In this proxy statement, "ACNielsen," "we" or the "Company" means ACNielsen
Corporation.
Q: WHAT PROPOSALS WILL BE VOTED ON AT THE MEETING?
A: There are two proposals scheduled to be voted on at the meeting:
o The election of four Class I directors
o The ratification of independent accountants
Q: WHAT IS ACNIELSEN'S VOTING RECOMMENDATION?
A: Our Board of Directors recommends that you vote your shares "FOR" each of
the nominees to the Board and "FOR" the ratification of accountants.
Q: WHAT SHARES OWNED BY ME CAN BE VOTED?
A: All shares owned by you as of close of business on February 21, 2000, the
Record Date, may be voted. These shares include those (i) held directly in
your name as the shareholder of record, (ii) held for you as the beneficial
owner through a stockbroker, bank or other nominee, or (iii) held through
the ACNielsen Corporation Savings Plan (the "Savings Plan") or the
ACNielsen Corporation Employee Stock Ownership Plan (the "Employee Stock
Ownership Plan").
Q: WHAT IS THE DIFFERENCE BETWEEN HOLDING SHARES AS A SHAREHOLDER OF RECORD
AND AS A BENEFICIAL OWNER?
A: Most ACNielsen shareholders hold their shares through a stockbroker, bank
or other nominee rather than directly in their own name. As described
below, there are some distinctions between shares held of record and those
owned beneficially.
SHAREHOLDER OF RECORD
If your shares are registered directly in your own name with ACNielsen's
transfer agent, EquiServe, you are considered the shareholder of record
with respect to those shares and these proxy materials are being sent
directly to you by ACNielsen. As the shareholder of record, you have the
right to grant your voting proxy directly to ACNielsen or to vote in person
at the meeting. We have enclosed a proxy card for your use.
BENEFICIAL OWNER
If your shares are held in a stock brokerage account or by a bank or other
nominee, you are considered the beneficial owner of shares held in street
name and these proxy materials are being forwarded to you by your broker or
nominee who is considered, with respect to those shares, the shareholder of
record. As the beneficial owner, you have the right to direct your broker
or nominee on how to vote and your broker or nominee has enclosed a voting
instruction card for you to use. As the beneficial owner, you are also
invited to attend the meeting. However, since you are not the shareholder
of record, you may only vote these shares in person at the meeting if you
follow the procedures described in "HOW CAN I VOTE MY SHARES IN PERSON AT
THE MEETING?" below.
Q: HOW CAN I VOTE MY SHARES IN PERSON AT THE MEETING?
A: Shares held directly in your name as the shareholder of record may be voted
in person at the Annual Meeting. Shares that you own beneficially may be
voted in person at the Annual Meeting if you obtain a proxy, executed in
your favor, from the shareholder of record for those shares. Shares held by
you through the ACNielsen Savings Plan or Employee Stock Ownership Plan may
not be voted in person by you at the Annual Meeting as those shares must be
voted by the trustee of the plans.
2
If you choose to vote in person at the meeting, please bring the enclosed
proxy card or proof of identification and, in the case of shares that you
hold beneficially, you must also bring the proxy executed by the
shareholder of record.
Even if you plan to attend the Annual Meeting, we recommend that you also
submit your proxy or voting instructions as described below so that your
vote will be counted if you later decide not to attend the meeting.
Q: HOW CAN I VOTE MY SHARES WITHOUT ATTENDING THE MEETING?
A: Whether you hold shares directly as the shareholder of record or
beneficially in street name or through the ACNielsen Savings Plan or
Employee Stock Ownership Plan, you may vote without attending the meeting.
You may vote by granting a proxy or, for shares held in street name or
through the plans, by submitting voting instructions to your broker or
nominee or the plan trustee. In most instances, you will be able to do this
over the Internet, by telephone or by mail. Please refer to the
instructions below and those included on your proxy card or, for shares
held in street name, the voting instruction card included by your broker or
nominee.
If you are a participant in the Savings Plan or Employee Stock Ownership
Plan, you will receive only one proxy card for all of the shares you hold
through the plans and also of record in your own name. This card will
constitute your voting instructions to the plan trustee for your plan
shares as well as your proxy for the shares you own in your own name.
The following information regarding voting by Internet, telephone or mail
applies only to shareholders of record and, subject to the following
sentence, to participants in the Savings Plan and Employee Stock Ownership
Plan. Participants in those plans should note that, whether you vote via
Internet, telephone or mail, your voting instructions must be received by
April 12, 2000 to enable the trustee of the plans to process your
instructions. Beneficial owners of shares should read the voting
instruction card for information on how to vote.
BY INTERNET - If you have Internet access, you may submit your proxy from
any location in the world by following the "Vote by Internet" instructions
on the proxy card. Internet voting is available until 5:00 P.M. on April
18, 2000.
BY TELEPHONE - You may submit your proxy by following the "Vote by Phone"
instructions on the proxy card. Calls from the United States are toll free.
Telephone voting is available until 8:00 A.M. on April 19, 2000.
BY MAIL - You may do this by signing your proxy card and mailing it in the
enclosed, postage prepaid and addressed envelope. Your proxy card must be
received by the beginning of the Annual Meeting. If you provide specific
voting instructions, your shares will be voted as you instruct. If you sign
but do not provide instructions, your shares will be voted as described
below in "HOW ARE VOTES COUNTED?".
Q: CAN I CHANGE MY VOTE?
A: You may change your proxy/voting instructions at any time prior to the vote
at the Annual Meeting, except that changes relating to shares held through
the Savings Plan and Employee Stock Ownership Plan must be made by April
12, 2000. For shares held directly in your own name or through the Savings
Plan or Employee Stock Ownership Plan, you may change them by submitting a
new proxy or voting instructions or by notifying the Secretary of ACNielsen
in writing that you wish to make a change. In addition, for shares held
directly in your own name, you may change your proxy by attending the
Annual Meeting and voting in person. For shares held beneficially by you,
you may change your voting instructions by submitting new voting
instructions to your broker or nominee (you should allow sufficient time
for your broker or nominee to forward the change to the Company) or you may
obtain a proxy from the shareholder of record and vote in person at the
meeting.
Notifications to the Secretary of ACNielsen should be sent to her at the
Company's principal executive offices which are at 177 Broad Street,
Stamford, Connecticut 06901, telephone (203) 961-3000.
Q: HOW ARE VOTES COUNTED?
A: In the election of directors, you may vote "FOR" all of the nominees or you
may "WITHHOLD" your vote with respect to one or more of the nominees. For
other proposals, you may vote "FOR", "AGAINST" or "ABSTAIN". If you sign
your proxy card or voting instruction card with no further instructions,
your shares will
3
be voted in accordance with the recommendations of the Board, except that
any shares you hold in the Savings Plan or Employee Stock Ownership Plan
will be voted in proportion to the way the other participants in that plan
vote their shares.
Q: WHAT IS THE VOTING REQUIREMENT TO APPROVE EACH OF THE PROPOSALS?
A: In the election of directors, the four persons receiving the highest number
of "FOR" votes will be elected. All other proposals require the affirmative
"FOR" vote of a majority of those shares present at the meeting (in person
or by proxy) and entitled to vote on the proposal. Accordingly, if you
"ABSTAIN", it has the same effect as a vote "AGAINST".
If you are a beneficial owner and do not provide your broker with voting
instructions and if your broker does not have discretionary voting power to
vote your shares on a particular proposal, your shares may constitute
broker non-votes with respect to such proposal, as described in "WHAT ARE
BROKER NON-VOTES?" later in these proxy materials. In tabulating the voting
result for a proposal, shares which constitute broker non-votes for such
proposal are not considered entitled to vote on the proposal.
Q: WHAT DOES IT MEAN IF I RECEIVE MORE THAN ONE PROXY OR VOTING INSTRUCTION
CARD?
A: It means your shares are registered differently or are in more than one
account. Please provide voting instructions for all proxy and voting
instruction cards you receive.
Q: DO I NEED AN ADMISSION TICKET TO ATTEND THE MEETING?
A: You do not need an admission ticket to attend the meeting. However, you
should bring your proxy card or other form of identification to verify your
identity.
Q: WHERE CAN I FIND THE VOTING RESULTS OF THE MEETING?
A: The voting results of the meeting will be published in our quarterly report
on Form 10-Q for the second quarter of fiscal 2000.
Additional Q&A information regarding the Annual Meeting and shareholder
proposals may be found at the end of this proxy statement.
COMMON STOCK OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS
The following tables set forth information, as of December 31, 1999,
concerning the beneficial ownership of our common stock (ACNielsen's only
outstanding equity security) by:
o each of our directors;
o each of our executive officers who are named in the Summary
Compensation Table later in this proxy statement;
o all ACNielsen directors and executive officers as a group; and
o each person or entity who, to ACNielsen's knowledge, owned more than
5% of ACNielsen's outstanding common stock as of December 31, 1999.
The number of shares beneficially owned by the above persons or entities is
determined under SEC rules and the information is not necessarily indicative of
beneficial ownership for other purposes. Under such rules, beneficial ownership
includes any shares as to which the person or entity has the sole or shared
voting power or investment power and also any shares which the individual or
entity has the right to acquire within 60 days of December 31, 1999 through the
exercise of any stock option or other right. Unless it is otherwise noted below,
the persons or entities named below have sole voting and investment power over
the shares listed.
The information given below regarding owners of more than 5% of ACNielsen's
outstanding common stock is based upon a Schedule 13G filed by such owner with
the SEC.
The percentages listed below are based upon the number of shares of our
common stock that were outstanding at December 31, 1999 plus the number of
shares that the indicated person, group or entity had a right to acquire within
60 days of such date.
4
COMMON STOCK OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS
AMOUNT AND NATURE PERCENT OF
NAME OF BENEFICIAL OWNERSHIP (1) CLASS
---- --------------------------- -----
Robert H. Beeby 11,655(2) **
Robert J. Chrenc 265,205* **
Michael P. Connors 375,089* **
Earl H. Doppelt 445,719* **
Donald W. Griffin 10,655 **
Thomas C. Hays 15,655(3) **
Karen L. Hendricks 17,655(4) **
Robert M. Hendrickson 12,155 **
Robert Holland, Jr. 11,793(5) **
Robert J Lievense 538,302* **
John R. Meyer 12,787(6) **
Brian B. Pemberton 12,655(7) **
Robert N. Thurston 20,155(8) **
Nicholas L. Trivisonno 645,323* 1.10%
All Directors and Executive
Officers as a Group 2,394,803 3.99%
- ----------
* Includes purchases on the open market on November 4, 1996, the first day of
regular way trading in the Company's Common Stock, in the amount of 45,607
shares in the case of Mr. Trivisonno, 28,504 shares in the case of Mr.
Lievense, 28,504 shares in the case of Mr. Connors, 20,523 shares in the
case of Mr. Doppelt and 20,523 shares in the case of Mr. Chrenc. Also
includes purchases on the open market during the week commencing February
24, 1997 in the amount of 20,000 shares in the case of Mr. Trivisonno and
7,500 shares in the case of Mr. Lievense.
** Less than 1%
(1) The share amounts indicated include the following:
(i) Shares which may be acquired by exercising stock options as of
December 31, 1999 or within 60 days thereafter: Messrs. Beeby, Griffin,
Hays, Hendrickson, Holland, Meyer, Pemberton and Thurston, and Ms.
Hendricks, 8,751 shares; Mr. Chrenc, 243,749 shares; Mr. Connors, 343,899
shares; Mr. Doppelt, 423,074 shares; Mr. Lievense, 500,271 shares; and Mr.
Trivisonno, 577,644 shares.
(ii) Shares of restricted stock granted under the 1996 ACNielsen
Corporation Non-Employee Directors' Stock Incentive Plan: 1,904 shares for
each of Messrs. Beeby, Griffin, Hays, Hendrickson, Meyer, Pemberton and
Thurston, and Ms. Hendricks, and 2,042 shares for Mr. Holland.
(iii) Shares held through the Employee Stock Ownership Plan: 933
shares for Mr. Chrenc, 943 shares for each of Messrs. Connors and Doppelt,
981 shares for Mr. Lievense and 1,009 shares for Mr. Trivisonno.
As of December 31, 1999, the following directors also held stock units
under the 1996 ACNielsen Corporation Non-Employee Directors' Deferred
Compensation Plan that are not listed above: Mr. Hays, 2,980 units; Mr.
Holland, 5,131 units; Mr. Pemberton, 5,884 units; and Mr. Thurston, 6,661
units. Each stock unit entitles the holder to receive one share of
ACNielsen stock after termination of service as a director.
(2) Includes 1,000 shares held by spouse as to which Mr. Beeby has shared
voting and shared investment power.
(3) Includes 5,000 shares held in a trust of which Mr. Hays is a trustee and as
to which Mr. Hays has shared voting power and shared investment power.
(4) Includes 5,000 shares owned jointly with spouse and as to which Ms.
Hendricks has shared voting power and shared investment power.
5
(5) Includes 1,000 shares owned jointly with spouse and as to which Mr. Holland
has shared voting power and shared investment power.
(6) Includes 1,832 shares owned jointly with spouse and as to which Mr. Meyer
has shared voting power and shared investment power.
(7) Includes 1,500 shares owned jointly with spouse and as to which Mr.
Pemberton has shared voting power and shared investment power.
(8) Includes 2,000 shares owned jointly with spouse and 1,500 shares held by
spouse, as to which Mr. Thurston has shared voting power and shared
investment power.
BENEFICIAL OWNERS OF MORE THAN FIVE PERCENT OF OUTSTANDING SHARES
AMOUNT AND NATURE OF PERCENT OF
NAME AND ADDRESS BENEFICIAL OWNERSHIP CLASS
---------------- -------------------- -----
FMR Corp., Edward C. Johnson 3d
and Abigail P. Johnson,
82 Devonshire Street,
Boston, MA 02109 7,790,880(1) 13.45%
Harris Associates L.P., its
general partner,
Harris Associates Inc. and
Harris Associates Investment Trust
Two North LaSalle Street,
Suite 500,
Chicago, IL 60602 7,091,761(2) 12.25%
- ----------
(1) FMR Corp., Edward C. Johnson 3d and Abigail P. Johnson have jointly filed a
Schedule 13G with the SEC reporting that they had, as of December 31, 1999,
sole dispositive power over 7,790,880 shares of our common stock and that
FMR Corp. also had sole voting power over 222,949 shares.
(2) Harris Associates L.P. ("Harris L.P.") and its general partner, Harris
Associates Inc. ("General Partner"), have jointly filed, and Harris
Associates Investment Trust ("Trust") has separately filed, a Schedule 13G
with the SEC reporting that Harris L.P. and General Partner had, as of
December 31, 1999, shared voting power over 7,091,761 shares of our common
stock (including 4,664,000 shares beneficially owned by the Trust), sole
dispositive power over 2,415,661 shares and shared dispositive power over
4,676,100 shares (including 4,664,000 shares beneficially owned by the
Trust).
6
BOARD STRUCTURE AND COMPENSATION
BOARD STRUCTURE, MEETINGS AND ATTENDANCE
Our Board of Directors currently has eleven members. It met six times
during 1999. Directors are divided into three classes, with each class serving
for a three-year period. Shareholders elect approximately one-third of the
members of the Board of Directors each year. Biographical information on all of
our directors, including the Class I directors who are standing for re-election
at the Annual Meeting, is included under "Proposal No. 1" below.
The Board also has the following three committees: (1) Audit and Finance,
(2) Compensation, and (3) Nominating. The membership and function of each
committee are described below. The table below also lists the number of meetings
held by each committee during 1999. Each director attended at least 75% of all
Board and applicable committee meetings during 1999.
- --------------------------------------------------------------------------------
NAME OF DIRECTOR AUDIT AND FINANCE COMPENSATION NOMINATING
- --------------------------------------------------------------------------------
Robert H. Beeby X X
- --------------------------------------------------------------------------------
Michael P. Connors
- --------------------------------------------------------------------------------
Donald W. Griffin X X
- --------------------------------------------------------------------------------
Thomas C. Hays X X*
- --------------------------------------------------------------------------------
Karen L. Hendricks X
- --------------------------------------------------------------------------------
Robert M. Hendrickson X* X
- --------------------------------------------------------------------------------
Robert Holland, Jr. X
- --------------------------------------------------------------------------------
John R. Meyer1 X X
- --------------------------------------------------------------------------------
Brian B. Pemberton X X
- --------------------------------------------------------------------------------
Robert N. Thurston X*
- --------------------------------------------------------------------------------
Nicholas L. Trivisonno
- --------------------------------------------------------------------------------
1999 Meetings 4 4 2
- --------------------------------------------------------------------------------
* = Chair
- ----------
(1) Mr. Meyer was Chairman of the Nominating Committee during 1999. Mr. Hays
was appointed Chairman, effective January 1, 2000.
THE AUDIT AND FINANCE COMMITTEE
The Audit and Finance Committee monitors the adequacy of the Company's
internal controls for purposes of verifying that the Company's financial
statements are prepared in accordance with generally accepted accounting
principles. It also reviews key financial aspects of the Company's business. In
performing these functions, the Committee:
o recommends the annual appointment of the public accounting firm to be
the Company's outside auditors, subject to approval by the Board and
ratification by our shareholders;
o reviews with the outside auditors the scope of the audit, the
auditors' fees and related matters;
o receives copies of the annual comments from the outside auditors on
accounting procedures and systems of control;
o reviews with the outside auditors any significant questions, comments
or suggestions they may have relating to our internal controls,
accounting practices or procedures;
o reviews with management and the outside auditors our annual financial
statements and any material changes in accounting principles or
practices used in preparing the statements;
7
o reviews the programs and activities of our internal audit staff,
including procedures for assuring implementation of accepted
recommendations made by the outside auditors;
o monitors compliance with ACNielsen's Policy on Business Conduct; and
o reviews key financial aspects of the Company's business, including
major acquisitions or divestitures, and makes recommendations on them
to the Board.
THE COMPENSATION COMMITTEE
The Compensation Committee approves the annual compensation and benefits of
our senior executives and administers our compensation and benefit plans. In
performing these functions, the Committee:
o periodically reviews overall compensation philosophy;
o establishes annual and long-term performance goals for our senior
executives;
o evaluates the performance of the Chairman and CEO;
o grants options and awards under the Key Employees' Stock Incentive
Plan;
o establishes annual and long-term incentive bonuses for our senior
executives under the Senior Executive Incentive Plan;
o establishes and monitors compliance with stock ownership guidelines
for directors and senior executives;
o reviews management development and succession planning; and
o reviews the director compensation program and makes recommendations on
director compensation to the Board.
THE NOMINATING COMMITTEE
The Nominating Committee considers and makes recommendations to the Board
regarding Board qualifications, structure and membership. In performing these
functions, the Committee:
o establishes criteria for Board membership;
o considers and recommends candidates to fill new or vacant positions on
the Board;
o reviews Board candidates recommended by shareholders;
o recommends the director nominees for approval by the Board and the
shareholders;
o reviews and recommends the functions of the various committees of the
Board;
o reviews the membership of the Board's committees;
o reviews the directorships and other commitments of Board members to
ascertain whether they raise any conflict of interest issues; and
o recommends the content of, and administers, the Board evaluation
program.
As noted above, one function of the Nominating Committee is to review Board
candidates recommended by shareholders. The Nominating Committee has not adopted
formal procedures for the submission of such recommendations. However,
shareholders may recommend nominees to the Nominating Committee by submitting
the names in writing to: Thomas C. Hays, Chairman of the Nominating Committee,
ACNielsen Corporation, 177 Broad Street, Stamford, CT 06901.
8
DIRECTOR COMPENSATION
The following table provides information on ACNielsen's 1999 director
compensation program for non-employee directors. Directors who are employed by
ACNielsen (Mr. Connors and Mr. Trivisonno) do not receive any compensation for
their Board activities.
---------------------------------------------------------------------------
DIRECTOR COMPENSATION TABLE FOR 1999
---------------------------------------------------------------------------
Annual Director Retainer $25,000
---------------------------------------------------------------------------
Additional Retainer for Committee Chair $ 3,000(1)
---------------------------------------------------------------------------
Board and Committee Meeting Attendance
Fees (per meeting) $ 1,000(2)
---------------------------------------------------------------------------
Annual Stock Option Grant (3) 7,500 options
---------------------------------------------------------------------------
Retirement Plan None
---------------------------------------------------------------------------
- ----------
(1) Effective January 1, 2000, this retainer was increased to $5,000.
(2) If a meeting is held over a two-day period, the fee is $2,000. A $1,000
meeting fee is also paid for each meeting of non-employee directors only.
(3) The option exercise price is the fair market value of a share of ACNielsen
common stock on the date the option is granted. In general, one-fourth of
the options become exercisable each year beginning on the first anniversary
of the grant date and they expire on the tenth anniversary of the grant
date. The options were granted under the 1996 ACNielsen Corporation
Non-Employee Directors' Stock Incentive Plan which permits the grant of
stock options and restricted stock.
A director may defer payment of meeting fees and retainers into a cash or
stock account under the 1996 ACNielsen Corporation Non-Employee Directors'
Deferred Compensation Plan and earn interest or dividends, as applicable, prior
to payment.
9
PROPOSALS TO BE VOTED ON
PROPOSAL NO. 1 -- ELECTION OF DIRECTORS
The Board of Directors has nominated Messrs. Donald W. Griffin, Robert M.
Hendrickson, Brian B. Pemberton and Nicholas L. Trivisonno for election as Class
I Directors at the 2000 Annual Meeting for a three-year term to expire at the
2003 Annual Meeting of Shareholders. Information regarding the business
experience of each nominee is provided below. The nominees comprise all of the
current Class I directors and they were all first elected as directors in 1996
prior to, and in anticipation of, the Corporation's spin-off from The Dun &
Bradstreet Corporation in November 1996 (the "Spin-Off").
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION AS DIRECTORS OF
THE NOMINEES LISTED ABOVE.
The persons named in the enclosed proxy intend to vote the proxy for
election of each of the four nominees, unless you instruct that your vote should
be withheld from one or more of them. We expect each nominee to be able to
serve. However, if any nominee is not able to serve, proxies will be voted in
favor of a substitute nominee unless the Board chooses to reduce the number of
directors serving on the Board and the number of Class I directors.
NOMINEES FOR CLASS I DIRECTORS FOR TERMS TO EXPIRE AT THE 2003 ANNUAL MEETING
POSITIONS WITH DIRECTOR PRINCIPAL OCCUPATION OTHER
NAME ACNIELSEN SINCE DURING LAST FIVE YEARS AGE DIRECTORSHIPS
---- --------- ----- ---------------------- --- -------------
Donald W. Griffin Director 1996 Chairman, President and Chief 63 Eastman Chemical
Executive Officer, Olin Company;
Corporation (manufacturer of Olin Corporation.
chemicals, metals and
ammunition), 4/96 to
present; President and
Chief Executive Officer,
1/96 to 4/96; President
and Chief Operating
Officer, 2/94 to 12/95.
Robert M. Hendrickson Director 1996 President, Juno Capital 70
Partners, Ltd. (corporate
finance and investment
management consulting), 4/88
to present; Chairman, Juno
Land Investment Corporation
(residential real estate
development), 1/90 to present;
President, Juno Land
Development Corporation
(commercial real estate
development), 7/96 to present.
Brian B. Pemberton Director 1996 President and Chief Executive 55 ROHN Industries, Inc.
Officer, ROHN Industries, Inc.
(manufacturer of cellular and
PCS industry towers and
shelters), 4/97 to present;
business consultant, 1/97 to
4/97; President - SKYCELL
Services, American Mobile
Satellite Corporation (mobile
communications), 8/96 to
12/96; President and Chief
Executive Officer, 4/95 to
8/96; President, 4/90 to 4/95.
Nicholas L. Trivisonno Chairman, Chief 1996 Chairman and Chief Executive 52 Rayonier Inc.
Executive Officer Officer, ACNielsen, 5/96 to
and Director present; Executive Vice
President - Finance and
Chief Financial Officer,
The Dun & Bradstreet
Corporation (business
information), 9/95 to
11/96; Executive Vice
President-Strategic
Planning and Group
President, GTE Corporation
(telecommunications),
10/93 to 7/95; director,
4/95 to 7/95.
10
DIRECTORS CONTINUING IN OFFICE
CLASS II DIRECTORS HOLDING OFFICE FOR TERMS EXPIRING AT THE 2001 ANNUAL MEETING
POSITIONS WITH DIRECTOR PRINCIPAL OCCUPATION OTHER
NAME ACNIELSEN SINCE DURING LAST FIVE YEARS AGE DIRECTORSHIPS
---- --------- ----- ---------------------- --- -------------
Robert H. Beeby Director 1996 Retired CEO, Frito-Lay, Inc. 68 Church & Dwight
(snack food manufacturer), Company; Columbia
1991 to present. Energy Group; Modem
Media o Poppe Tyson,
Inc.
Thomas C. Hays Director 1996 Business consultant, 1/2000 to 64 Fortune Brands,
present; former Chairman and Inc.; Gallaher Group
Chief Executive Officer, Plc.
Fortune Brands, Inc. (consumer
products), 1/95 to 12/99.
John R. Meyer Director 1996 Professor Emeritus, Harvard 72 The MONY Group Inc.;
University, 1/97 to present;
Professor, Harvard University,
7/73 to 12/96.
CLASS III DIRECTORS HOLDING OFFICE FOR TERMS EXPIRING AT THE 2002 ANNUAL MEETING
POSITIONS WITH DIRECTOR PRINCIPAL OCCUPATION OTHER
NAME ACNIELSEN SINCE DURING LAST FIVE YEARS AGE DIRECTORSHIPS
---- --------- ----- ---------------------- --- -------------
Michael P. Connors Vice Chairman and 1996 Vice Chairman, ACNielsen, 5/96 44 NetRatings, Inc.
Director to present; Senior Vice
President, The Dun &
Bradstreet Corporation
(business information),
4/95 to 11/96; Senior Vice
President, American
Express Travel Related
Services (travel and
financial services), 9/89
to 3/95.
Karen L. Hendricks Director 1996 Chairman, President and Chief 51 Baldwin Piano &
Executive Officer, Baldwin Organ Company;
Piano & Organ Company Columbia Energy
(manufacturer of musical Group.
instruments), 1/97 to present;
President and Chief Executive
Officer, 11/94 to 1/97.
Robert Holland, Jr. Director 1996 President and Chief Executive 59 Lexmark
Officer, WorkPlace Integrators International
(office furniture dealer), Group, Inc.; The
6/97 to present; Chairman, MONY Group Inc.;
Rokher-J, Inc. (management Tricon Global
consulting), 10/96 to 6/97; Restaurants, Inc.
President and Chief Executive
Officer, Ben
& Jerry's Homemade, Inc. (ice
cream and frozen desserts),
2/95 to 10/96.
Robert N. Thurston Director 1996 Business consultant, 1985 to 67 Ag-Bag
present; former Executive Vice International
President, The Quaker Oats Ltd.; McDonald's
Company. Corporation.
11
PROPOSAL NO. 2
RATIFICATION OF THE SELECTION OF
INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors, upon the recommendation of its Audit and Finance
Committee, has selected Arthur Andersen LLP to serve as the independent public
accountants to audit ACNielsen's consolidated financial statements for 2000,
subject to our shareholders ratifying such selection. Arthur Andersen has acted
as our independent auditors since the Spin-Off.
A representative of Arthur Andersen will be present at the Annual Meeting
to answer questions. The representative will also have the opportunity to make a
statement if he or she desires to do so.
If our shareholders do not approve the proposal to ratify the selection of
Arthur Andersen or if, prior to next year's annual meeting, Arthur Andersen is
unable or unwilling to act as our independent accountants or if our Board of
Directors decides to discontinue Arthur Andersen's services, another firm of
independent accountants will be appointed by our Board. If the appointment of
such new firm of accountants would continue beyond next year's annual meeting,
shareholders will be provided with the opportunity to ratify the appointment for
the period beyond such meeting.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR RATIFICATION OF THE SELECTION
OF ARTHUR ANDERSEN.
COMPENSATION OF EXECUTIVE OFFICERS
REPORT OF THE COMPENSATION COMMITTEE
BACKGROUND
This report to shareholders reviews the decisions made and actions taken by
the Compensation Committee of the Board of Directors (the "Committee") as they
relate to the compensation of the Chairman and Chief Executive Officer and the
other executive officers, all of whom are named in the Summary Compensation
Table (the "named officers"), for the period from January 1, 1999 to December
31, 1999.
The Committee's oversight of the Company's executive compensation program
was directed by an overall philosophy intended to meet the following important
criteria: (i) enable the Company to retain and attract the necessary strategic
leadership resources; and (ii) directly link management compensation to the
Company's financial performance and shareholder value appreciation. In all of
its executive compensation determinations, the Committee considered the nature
of the financial and operational challenges and opportunities facing the
Company.
EXECUTIVE COMPENSATION PROGRAM -- OVERVIEW AND ACTIONs
During 1999, the executive compensation program for the named officers was
comprised of two principal elements: annual cash compensation (consisting of
base salaries and annual incentives) and long-term incentives (consisting of
two-year cash awards and stock options). These plans were each designed to
further the shareholders' interests by facilitating the employment of talented
executives and motivating them to achieve superior levels of performance. An
overview of each of these elements and the specific actions taken is provided
below.
ANNUAL CASH COMPENSATION
Annual cash compensation for the named officers consists of base salary and
an annual at-risk incentive.
In December of 1998, the Committee set base salary levels and annual
incentive targets for the named officers for the period through December 31,
1999. In making its determinations at that time, the Committee assessed the
Company's business results, individual performance and increases in
responsibility of the named officers since pay was last set in 1996. It also
examined pay data provided by an independent executive compensation consultant
for
12
similar or related positions in a 28-company sample of consumer packaged goods
companies and 46 other companies and reviewed such data with the consultant.
The Committee considered these companies to be relevant competitive frames
of reference for the period commencing January 1, 1999 and ending December 31,
1999 as their pay reflected compensation levels for the labor market within
which ACNielsen competed for executive talent. The Committee is aware that this
comparison group differs from that used for relative shareholder return
comparison purposes in this proxy statement's performance graph. The Committee
believes that the performance graph peer group does not reflect the labor market
within which the Company competed for executive resources.
The annual incentive links the award of each named officer to performance
measures most appropriate to his responsibilities. To focus efforts on overall
Company objectives, their awards were tied to corporate performance, as defined
by revenue, operating income and net income, employee satisfaction, and their
contributions toward the Company's achievements in 1999 including the (i)
continued improvement in product quality and client satisfaction levels; (ii)
successful integration and growth of acquired businesses; (iii) the
implementation of several global initiatives intended to expand and improve
existing products and services and ensure consistency and excellence of the
ACNielsen brand throughout all operating regions; and (iv) expansion of our
market research business into advertising and audience measurement on the
Internet.
LONG-TERM INCENTIVE COMPENSATION
The Company provided the named officers and other executives with
incentives linked to longer-term corporate performance through the 1999-2000
incentive described below and through equity-based incentives. The combination
of these two key elements is intended to enable the named officers to benefit
accordingly when meaningful shareholder wealth is created, and directly link a
significant portion of total and at-risk compensation to the Company's long-term
stock performance.
1999-2000 Incentive
ACNielsen's 1999-2000 incentive program reinforces the shared imperatives
of its executives by linking rewards to the Company's consolidated results and
focuses the named officers on enhancing longer-term shareholder value.
Incentives are tied to the Company's achievement, over a two-year period, of its
earnings per share and return on investment targets as well as to the Company's
share price. The Committee approved the adoption of this program, specific
incentive targets for the named officers and performance objectives for the
1999-2000 performance period in December of 1998.
Stock Options
The Company's equity-based incentive plan provides the named officers with
stock option-based incentives and is designed to provide periodic grants of
options to acquire the Company's common stock.
In connection with the Spin-Off, grants of new stock options were made to
the named officers in 1996. These grants anticipated no additional stock option
grants to the named officers prior to November 1999. In December 1999, the
Committee granted stock options to the named officers as set forth in the option
grant table in this proxy statement. In general, these grants will vest 50% on
the second anniversary of the grant and 25% on each of the third and fourth
anniversaries. A portion of the options, however, will become exercisable in
accordance with this vesting schedule only if the average of the high and low
prices of ACNielsen common stock attains $32.75 (a 40% increase over the grant
price) for each of five consecutive trading days. If this price is not achieved,
these options will vest 9 1/2 years after their grant.
The option grants were designed to maximize the incentive to increase the
value of ACNielsen to its shareholders and recognized that the executive
compensation program anticipates no additional stock option grants to the named
officers prior to December 2001.
COMPENSATION FOR THE CHIEF EXECUTIVE OFFICER
In November 1996, the Committee set the base salary and annual incentive
target for the Company's Chairman and Chief Executive Officer, Nicholas L.
Trivisonno. In accordance with the compensation program implemented at
13
the time, no adjustments were made to Mr. Trivisonno's base salary or annual
incentive target through December 31, 1998. As indicated above, the Committee,
after considering a number of factors, set a new base salary level and annual
incentive target for the 1999 calendar year.
The Committee awarded Mr. Trivisonno an annual incentive of $950,000 for
1999 based on its assessment of the Company's financial performance as having
substantially met its revenue, operating income and employee satisfaction
performance targets and exceeded its net income target. As indicated above, a
number of other factors were considered by the Committee in granting the annual
incentive and Mr. Trivisonno made significant contributions towards the
Company's achievements with respect to each of the factors described.
$1 MILLION DEDUCTION LIMIT
Section 162(m) of the Internal Revenue Code (the "Code") limits
deductibility of certain compensation for the Chief Executive Officer and the
additional four executive officers who are highest paid and employed at year-end
to $1 million per year per executive. The $1 million limit on deductibility does
not apply to compensation that meets the requirements for qualified
performance-based compensation as further described under the Code.
The 1996 ACNielsen Corporation Senior Executive Incentive Plan (the "Senior
Executive Incentive Plan") and the 1996 ACNielsen Corporation Key Employees'
Stock Incentive Plan (the "Key Employees' Stock Incentive Plan"), approved by
shareholders at the 1997 annual meeting, enable the Company to meet the
conditions to allow compensation under those plans to qualify for tax
deductibility under the Code.
IN CONCLUSION
The Committee believes the executive compensation program described above,
through the Committee's administration of the elements of the program, will
continue to facilitate the Company's ability to retain, motivate and attract the
executive resources required to maximize shareholder returns. The emphasis on
variable pay and the direct link to both short-and long-term results, as well as
financial and stock performance, links pay to critical measures of Company
performance.
THE COMPENSATION COMMITTEE
Robert N. Thurston, Chairman
Robert H. Beeby
Donald W. Griffin
Thomas C. Hays
Brian B. Pemberton
14
PERFORMANCE GRAPH
The following graph compares the cumulative total return to shareholders of
ACNielsen common stock to the cumulative total return of the Standard & Poor's
500 Index, Standard & Poor's 400 Index and a peer group. Since there is no
widely recognized standard industry group or index comprising ACNielsen and peer
companies, the BusinessWeek magazine Other Services group of companies has been
used as the peer group. This is an independently compiled company grouping that
includes ACNielsen and 25 other companies. As ACNielsen only commenced regular
way trading on the New York Stock Exchange on November 4, 1996, the period
covered by the graph begins on that date and ends on December 31, 1999.
COMPARISON OF CUMULATIVE TOTAL RETURN
ACNIELSEN, S&P 500, S&P 400 & BUSINESS WEEK OTHER SERVIES GROUP
GRAPHICAL REPRESENTATION
- --------------------------------------------------------------------------------
YEAR ENDING 1996 1997 1998 1999
- ----------- ---- ---- ---- ----
ACNielsen ..................... $ 97.57 $156.00 $180.80 $164.00
S&P 500 ....................... $105.19 $140.27 $180.36 $218.31
S&P 400 ....................... $105.64 $139.70 $166.37 $190.82
BW Group ...................... $ 97.90 $128.85 $125.26 $134.45
SOURCE: BLOOMBERG
ASSUMES $100 INVESTED ON 11/4/96
ASSUMES DIVIDEND REINVESTMENT
- --------------------------------------------------------------------------------
THE PEER GROUP IS MADE UP OF COMPANIES IN THE BUSINESS WEEK MAGAZINE OTHER
SERVICES GROUP AS PUBLISHED ON DECEMBER 27, 1999. HOWEVER, THE PEER GROUP RETURN
FIGURES SHOWN IN THE GRAPH EXCLUDE ACNIELSEN AND ONE COMPANY THAT BEGAN TRADING
PUBLICLY DURING 1999. THE GRAPH INCLUDES THE FOLLOWING COMPANIES: ABM INDUSTRIES
INC., ADMINISTAFF, INC. (INCLUDED IN 1998 AND 1999 RETURN ONLY; BEGAN TRADING
PUBLICLY DURING 1997), AUTONATION INC., BURNS INTERNATIONAL SERVICES, CARMAX
GROUP (INCLUDED IN 1998 AND 1999 RETURN ONLY; BEGAN TRADING PUBLICLY DURING
1997), CDI CORPORATION, CENDANT CORPORATION, CINTAS CORPORATION, CONVERGYS
CORPORATION (INCLUDED IN 1999 RETURN ONLY; BEGAN TRADING PUBLICLY DURING 1998),
GROUP 1 AUTOMOTIVE INC. (INCLUDED IN 1998 AND 1999 RETURN ONLY; BEGAN TRADING
PUBLICLY DURING 1997), INTERIM SERVICES INC., KELLY SERVICES INC., MAGELLAN
HEALTH SERVICES, MANPOWER INC., MODIS PROFESSIONAL SERVICES, OLSTEN CORPORATION,
PITTSTON BRINK'S GROUP, ROBERT HALF INTERNATIONAL INC., SERVICE CORP.
INTERNATIONAL, SERVICEMASTER COMPANY, SONIC AUTOMOTIVE INC. (INCLUDED IN 1998
AND 1999 RETURN ONLY; BEGAN TRADING PUBLICLY DURING 1997), STAFF LEASING, INC.
(INCLUDED IN 1998 AND 1999 RETURN ONLY; BEGAN TRADING PUBLICLY DURING 1997)
UNITED AUTO GROUP, INC. AND WACKENHUT CORPORATION. IN ACCORDANCE WITH SEC
REQUIREMENTS, THE RETURN FOR EACH ISSUER IN THE PEER GROUP HAS BEEN WEIGHTED
ACCORDING TO ITS STOCK MARKET CAPITALIZATION AT THE BEGINNING OF EACH PERIOD FOR
WHICH A RETURN IS INDICATED.
15
SUMMARY COMPENSATION TABLE
(A) (B) (C) (D) (E) (F) (G) (H) (I)
SECURITIES
RESTRICTED UNDERLYING LONG-TERM
OTHER ANNUAL STOCK OPTIONS INCENTIVE ALL OTHER
NAME AND PRINCIPAL SALARY BONUS COMPENSATION(1) AWARDS SARs(2) PAYOUTS COMPENSATION
POSITION YEAR $ $ $ $ # $ $
- ---------------------- ---- ------- ------- -------------- ---------- ------------ --------- ------------
Nicholas L. Trivisonno 1999 600,000 950,000 134,968 0 500,000 0 5,600
------------------------------------------------------------------------------------------------------
Chairman and Chief 1998 550,000 900,000 86,842 0 0 1,050,000 5,600
------------------------------------------------------------------------------------------------------
Executive Officer 1997 550,000 800,000 54,768 0 0 0 5,600
------------------------------------------------------------------------------------------------------
Robert J Lievense 1999 510,000 450,000 127,203 0 0 0 5,600
------------------------------------------------------------------------------------------------------
President and Chief 1998 475,000 600,000 289,210 0 0 770,000 5,600
------------------------------------------------------------------------------------------------------
Operating Officer 1997 475,000 565,000 163,579 0 0 0 5,600
------------------------------------------------------------------------------------------------------
Michael P. Connors 1999 425,000 650,000 85,446 0 325,000 0 5,600
------------------------------------------------------------------------------------------------------
Vice Chairman 1998 375,000 575,000 -- 0 0 700,000 5,600
------------------------------------------------------------------------------------------------------
1997 375,000 525,000 -- 0 0 0 5,600
------------------------------------------------------------------------------------------------------
Earl H. Doppelt 1999 410,000 480,000 -- 0 250,000 0 5,600
------------------------------------------------------------------------------------------------------
Executive Vice President 1998 375,000 400,000 -- 0 0 560,000 5,600
------------------------------------------------------------------------------------------------------
and General Counsel 1997 375,000 375,000 -- 0 0 0 5,600
------------------------------------------------------------------------------------------------------
Robert J. Chrenc 1999 380,000 480,000 -- 0 250,000 0 5,600
------------------------------------------------------------------------------------------------------
Executive Vice President 1998 350,000 400,000 -- 0 0 560,000 5,600
------------------------------------------------------------------------------------------------------
and Chief Financial 1997 350,000 375,000 -- 0 0 0 5,600
------------------------------------------------------------------------------------------------------
Officer
- ----------------
(1) Of the 1997, 1998 and 1999 amounts shown for Mr. Trivisonno, $42,486, $76,561 and $96,329, respectively, represent Company-paid
transportation. Of the 1997, 1998 and 1999 amounts shown for Mr. Lievense, (i) $130,808, $244,274 and $100,815, respectively,
represent commutation expenses comprised of reimbursement for travel and lodging and Company-paid transportation, consistent
with a prior arrangement Mr. Lievense had with Dun & Bradstreet prior to the Spin-Off and (ii) $23,271, $33,824 and $13,290,
represent reimbursement for related taxes during 1997, 1998 and 1999, respectively. Of the 1999 amount shown for Mr. Connors,
$82,550 represents company-paid transportation. There are no amounts required to be reported for other named officers.
(2) Amounts shown represent the number of nonqualified stock options granted each year. Under the current executive compensation
program approved by the Committee, it is anticipated that the named officers will not receive additional stock option grants
prior to December 2001. Limited SARs were granted in tandem with all listed options.
(3) All amounts represent Company contributions for the account of the named officers under the ACNielsen Employee Stock Ownership
Plan.
16
OPTION/SAR GRANTS IN LAST FISCAL YEAR
The following table shows the grants of options and tandem LSARs to the
named executive officers of ACNielsen in 1999. The options and LSARs were
granted under the Key Employees' Stock Incentive Plan. Pursuant to SEC rules,
the table also shows the value of the options granted at the end of the option
term if the stock price were to appreciate annually by 5% and 10%, respectively.
There is no assurance that the stock price will appreciate at the rates shown in
the table.
INDIVIDUAL GRANTS
- ----------------------------------------------------------------------------------------------------------------------------------
(A) (B) (C) (D) (E) (F) (G)
NUMBER OF
SECURITIES POTENTIAL REALIZABLE VALUE
UNDERLYING % OF TOTAL AT ASSUMED ANNUAL RATES OF
OPTIONS/ OPTIONS/SARS EXERCISE STOCK PRICE APPRECIATION FOR
SARS GRANTED TO OR BASE OPTION TERM (3)
GRANTED (1) EMPLOYEES IN PRICE EXPIRATION --------------------------
NAME (#) FISCAL YEAR (2) ($/SHARE) DATE 5% ($) 10% ($)
- ---------------------- ------- ------------ ----------- -------- ---------- ----------
Nicholas L. Trivisonno ......... 500,000 12.81% 23.1250 12/15/09 7,271,594 18,427,647
Robert J Lievense .............. 0 0.00% n/a n/a n/a n/a
Michael P. Connors ............. 325,000 8.33% 23.1250 12/15/09 4,726,536 11,977,971
Earl H. Doppelt ................ 250,000 6.40% 23.1250 12/15/09 3,635,797 9,213,824
Robert J. Chrenc ............... 250,000 6.40% 23.1250 12/15/09 3,635,797 9,213,824
- ----------------------------------------------------------------------------------------------------------------------------------
Increase in Value to Shareholders (4) ........................................... 2,177,043,900 3,466,578,568
- ----------------------------------------------------------------------------------------------------------------------------------
(1) Additional information with respect to these grants is contained in note 2
to the Summary Compensation Table. For each grant, options are classified
as either "Standard Options" or "Performance Options." Standard Options
vest 50% on the second anniversary of the grant date and 25% on each of the
third and fourth anniversaries of the grant date. Performance Options vest
9 1/2 years after their grant date; but if prior to that time, the average
of the high and low prices of ACNielsen common stock attains $32.75 for
each of five consecutive trading days, the Performance Options will vest
according to the Standard Option vesting schedule. Standard and Performance
Options will also vest (a) upon a Change in Control of the Company as
defined in the Change in Control Severance Agreement entered into with the
named officer and (b) with respect to options held by a named officer, upon
a termination of such named officer's employment without cause (as defined
in the Company's Executive Transition Plan). Of the grants set forth above,
the following constitute Standard Options: 325,000 for Mr. Trivisonno;
225,000 for Mr. Connors; and 175,000 for each of Messrs. Doppelt and
Chrenc.The remainder of each grant consists of Performance Options. All of
the options were granted with tandem LSARs. LSARs may be exercised, in
whole or in part, only during the 30-day period beginning on the first day
following the acquisition of at least 20% of all outstanding Common Stock
pursuant to any tender or exchange offer not made by the Company, whether
or not the Company supports the offer. LSARs are exercisable only if and to
the extent the related option is exercisable. Each LSAR represents the
right to receive cash, upon exercise, equal to the excess over the related
option exercise price of the highest price paid for shares of Common Stock
pursuant to a tender or exchange offer which is in effect at any time
during the 60 days preceding the date on which the LSAR is exercised.
(2) The percentage shown represents the named officer's percentage of the total
options granted to all employees (3,903,550 options).
(3) In order to calculate the projected appreciation, the market price used was
$23.125 (the average of the high and low trading prices of ACNielsen Common
Stock on the grant date of December 15, 1999).
(4) Calculated using (a) a Common Stock price of $23.125, the average of the
high and low trading prices on December 15, 1999 and (b) the total number
of outstanding shares of Common Stock on 12/31/99.
17
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END
OPTION/SAR VALUES
The following table provides information as to options exercised by each of
the named executive officers of ACNielsen during 1999, and the number of
securities underlying unexercised options and the value of unexercised
in-the-money options at fiscal year-end.
- ----------------------------------------------------------------------------------------------------------------
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
SHARES OPTIONS/SARs AT FISCAL IN-THE-MONEY OPTIONS/SARs
ACQUIRED VALUE YEAR-END(1)(#) AT FISCAL YEAR-END (2)($)
ON EXERCISE REALIZED -------------------------- --------------------------
Name # $ EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---------------------- --------- --------------------------------------------------------------------
Nicholas L. Trivisonno 0 0 577,644 662,501 5,040,317 2,150,790
Robert J Lievense 81,310 1,025,094 418,961 106,251 3,710,497 936,337
Michael P. Connors 0 0 343,899 418,750 3,057,419 1,293,360
Earl H. Doppelt 0 0 423,074 331,251 3,808,839 1,075,399
Robert J. Chrenc 0 0 243,749 331,251 2,148,038 1,075,399
- --------------
(1) No SARs were outstanding at December 31, 1999. However, all outstanding
options were granted in tandem with LSARs as described in note 1 to the
"Option/SAR Grants" table above.
(2) The values shown equal the difference between the exercise price of
unexercised in-the-money options and the average of the high and low
trading prices of ACNielsen Common Stock on December 31, 1999. Options are
in-the-money if the fair market value of the Common Stock exceeds the
exercise price of the option.
LONG-TERM INCENTIVE PLANS -- AWARDS IN LAST FISCAL YEAR
No long-term awards were made to the named executive officers in 1999.
ACNIELSEN RETIREMENT BENEFITS
The following table sets forth the estimated average annual benefits
payable under the ACNielsen Corporation Supplemental Executive Retirement Plan
("SERP") to persons in specified average final compensation and credited service
classifications upon retirement at age 65. Amounts shown in the table also
include (i) U.S. Social Security benefits, (ii) benefits payable under the
ACNielsen Corporation Balance Account for Retirement Plan and the ACNielsen
Corporation Retirement Benefit Excess Plan (qualified and excess defined benefit
plans, respectively, the benefits of which are not determined with reference to
final average compensation), and (iii) benefits, if any, payable under
predecessor plans of The Dun & Bradstreet Corporation, all of which would be
deducted in calculating benefits payable under the SERP.
18
SERP benefits, which vest after five years of credited service, are
calculated as 5% of average final compensation per year, for the first ten years
of credited service, and 2% per year for the next five years, up to a maximum of
60% of average final compensation after 15 years of credited service. Benefits
payable under the SERP are greater than benefits payable under ACNielsen's
qualified and excess defined benefit plans.
ESTIMATED AGGREGATE ANNUAL ACNIELSEN RETIREMENT
BENEFIT ASSUMING CREDITED SERVICE OF:
----------------------------------------------------
AVERAGE FINAL 5 YEARS 10 YEARS 15 YEARS 20 YEARS
COMPENSATION -------- -------- --------- ----------
$ 780,000 ........... $195,000 $390,000 $468,000 $468,000
930,000 ........... 232,500 465,000 558,000 558,000
1,080,000 ........... 270,000 540,000 648,000 648,000
1,230,000 ........... 307,500 615,000 738,000 738,000
1,380,000 ........... 345,000 690,000 828,000 828,000
1,530,000 ........... 382,500 765,000 918,000 918,000
1,680,000 ........... 420,000 840,000 1,008,000 1,008,000
1,830,000 ........... 457,500 915,000 1,098,000 1,098,000
The number of years of credited service for Messrs. Trivisonno, Lievense,
Connors, Doppelt and Chrenc are, respectively, four, ten, four, five and three.
Compensation for the purpose of determining SERP benefits consists of base
salary and regular annual cash bonuses. Severance pay, income derived from
equity-based awards and other forms of special remuneration are excluded
(including bonuses based on a performance period of longer than one year).
For 1999, pensionable earnings under the SERP do not include bonuses earned
in 1999 and paid in 2000 to the named executive officers, which were included in
the annual compensation column in the Summary Compensation Table. Instead,
pensionable earnings under the SERP for 1999 consist of 1999 base salary and
1998 bonuses paid in 1999.
Average final compensation is defined as the highest average annual
compensation during five consecutive twelve-month periods in the last ten
consecutive twelve-month periods of the member's credited service. The benefits
shown in the table above are calculated on a straight-life annuity basis.
CHANGE IN CONTROL SEVERANCE AGREEMENTS
The Company has entered into agreements with the executive officers named
in the Summary Compensation Table providing severance benefits in the event of a
termination of employment in the circumstances described below following a
"change in control" (as defined below) of the Company. The agreements were
originally effective as of November 1, 1996 and renew on each January 1st unless
notice to the contrary is given by the Company prior to the preceding September
30th. Following the end of the month in which a change in control occurs, the
agreements will remain in effect for no more than an additional 15 months (the
"Protected Period").
Benefits become payable in the event the executive is terminated during the
Protected Period without "cause" (generally, the executive's willful and
continued failure to perform his duties or his engaging in conduct that is
materially injurious to the Company) or the executive terminates employment
during that period for "good reason" (generally, an unfavorable change in
employment status, reduction in compensation or benefits, required relocation or
the lapse of 12 months following the change in control). The benefits payable
under the agreements include (i) a lump sum amount equal to three times the sum
of the executive's annual base salary and annual bonus, (ii) full vesting under
the SERP and crediting of the maximum number of years of service for purposes of
determining the amount of retirement benefits, (iii) a pro-rated portion of the
executive's annual target bonus and a full target bonus payable with respect to
any performance period longer than one year, (iv) cash reimbursement up to 20%
of annual compensation
19
(but no more than $100,000) for outplacement expenses, (v) life and health
insurance coverage for up to 36 months, and (vi) retiree life and medical
insurance beginning at age 55. In addition, the executive is entitled to a
gross-up payment from the Company to cover any required excise taxes (and any
income taxes on the gross-up amount) payable by the executive as a result of the
change in control.
A change in control will generally be deemed to have occurred under the
following circumstances: (i) an acquisition by any person of 20% of the combined
voting power of the Company's securities, (ii) during any period of twenty-four
months a majority of the Company's Board of Directors ceases to consist of (x)
directors in office at the beginning of such period or (y) directors whose
election was approved by two-thirds of the directors in office at the beginning
of the period or by directors whose election was so approved, (iii) the
Company's merger or consolidation with another entity (other than one in which
the Company's shares outstanding prior to the merger represent more than 66 2/3%
of the voting power of the surviving company and no shareholder holds 20% or
more of such voting power) or (iv) the liquidation or sale of substantially all
of the Company's assets.
EXECUTIVE TRANSITION PLAN
The ACNielsen Corporation Executive Transition Plan ("ETP") provides
severance benefits to the Chief Executive Officer of the Company and other
executives he designates, including those named in the Summary Compensation
Table. The ETP generally provides for the payment of severance benefits if the
employment of a covered executive terminates by reason of a reduction in force,
job elimination, unsatisfactory job performance or a mutually acceptable
resignation. In the event of an eligible termination, the executive will be paid
104 weeks of salary continuation consisting of such executive's annual base
salary (paid at the same payroll intervals applicable to active employees) and
annual incentive opportunity for the year of termination (pro-rated to reflect
its payment at the same payroll intervals as salary). If, however, the executive
is terminated by reason of unsatisfactory performance, the annual incentive
opportunity will not be included in such executive's salary continuation
payments.
In addition, the ETP provides a covered executive with the following
benefits upon an eligible termination: (i) continued medical, dental and life
insurance coverage throughout the salary continuation period, (ii) unless
terminated for unsatisfactory performance, a pro-rated annual bonus will be paid
for the period of employment if the applicable performance target is met, (iii)
unless terminated for unsatisfactory performance, a pro-rated long-term bonus
will be paid for the period of employment if the applicable performance target
is met and the executive is employed for at least half the period of the
relevant performance cycle and (iv) in certain instances, outplacement services
and financial counseling. The ETP gives the Chief Executive Officer the
discretion to increase or decrease ETP benefits for executives other than the
Chief Executive Officer, subject to the review of any such decision with the
Compensation Committee. The Compensation Committee has this discretion with
respect to the Chief Executive Officer.
The ETP may not be amended during the one year period following a change in
control of the Company (as defined in the change in control agreements). Any
benefits payable under the ETP, however, will be offset by any other severance
payments made to a covered executive by the Company including, but not limited
to, amounts paid pursuant to the change in control agreements.
CONSULTING ARRANGEMENT
Effective January 1, 2000 and in connection with his plans to retire from
the Company at the end of 2000, Mr. Lievense relinquished his title of President
and Chief Operating Officer and resigned from the Board of Directors. He will
serve in a senior advisory capacity through the end of 2000. His annual base
salary and bonus opportunity remain the same for 2000 and he will continue to
participate in the Company's benefit plans during that period.
During 2001, Mr. Lievense has agreed to serve as a consultant to the
Company. The annual consultancy fee will be $960,000 and during the consultancy
period he will continue to receive certain executive benefits and will also be
subject to noncompete and nonsolicitation restrictions.
20
ADDITIONAL QUESTIONS AND INFORMATION REGARDING THE
ANNUAL MEETING AND SHAREHOLDER PROPOSALS
Q: WHAT HAPPENS IF ADDITIONAL PROPOSALS ARE PRESENTED AT THE MEETING?
A: Other than the two proposals described in this proxy statement, we do not
expect any matters to be presented for a vote at the Annual Meeting. If you
grant a proxy to the persons named in the proxy or voting instructions card
that is enclosed with this proxy statement, those persons will have the
discretion to vote your shares on any additional matters properly presented
for a vote at the meeting.
Q: WHAT SHARES ARE ENTITLED TO VOTE?
A: Each share of our common stock that is issued and outstanding as of the
close of business on February 21, 2000, the Record Date, is entitled to one
vote at the Annual Meeting. On the Record Date, we had approximately
57,834,076 shares of common stock outstanding and we had no other equity
securities outstanding.
Q: WHAT IS THE QUORUM REQUIREMENT FOR THE MEETING?
A: The quorum requirement for holding the meeting and transacting business is
the majority of our issued and outstanding common shares that are entitled
to vote. Shares that are present in person or represented by proxy at the
meeting (including abstentions and broker non-votes) are counted for quorum
purposes.
Q: WHAT ARE BROKER NON-VOTES?
A: Generally, broker non-votes occur when shares held by a broker for a
beneficial owner are not voted with respect to a particular proposal
because (1) the broker has not received voting instructions from the
beneficial owner and (2) the broker lacks discretionary voting power to
vote on the proposal.
Q: WHO WILL BEAR THE COST OF SOLICITING VOTES FOR THE MEETING?
A: ACNielsen will pay the entire cost of distributing these proxy materials.
In addition to distributing these proxy materials, the solicitation of
proxies or votes may be made in person, by telephone or by electronic
communication by our directors, officers and employees who will not receive
any additional compensation for such solicitation activities. We also have
hired Innisfree M&A Incorporated to assist us in the distribution of proxy
materials and the solicitation of votes. We will pay Innisfree a fee of
$10,000 plus expenses for these services. We will also reimburse brokerage
houses and other custodians, nominees and fiduciaries for their reasonable
out-of-pocket expenses for forwarding proxy and solicitation materials to
shareholders.
Q: MAY I PROPOSE ACTIONS FOR CONSIDERATION AT NEXT YEAR'S ANNUAL MEETING OF
SHAREHOLDERS?
A: You may submit proposals for consideration at future shareholder meetings.
In order for a shareholder proposal to be considered for inclusion in
ACNielsen's proxy statement for next year's annual meeting, the written
proposal must be received by ACNielsen no later than November 10, 2000.
Such proposals also will need to comply with SEC regulations regarding the
inclusion of shareholder proposals in company sponsored proxy materials.
Similarly, in order for a shareholder proposal to be raised from the floor
during next year's annual meeting, written notice must be received by
ACNielsen no later than February 8, 2001 and other requirements of
ACNielsen's by-laws relating to shareholder proposals must be complied
with.
21
P R O X Y
ACNIELSEN CORPORATION
PROXY/VOTING INSTRUCTIONS FOR THE ANNUAL MEETING TO BE HELD ON APRIL 19, 2000
AT 9:00 A.M. AT 1209 ORANGE STREET, WILMINGTON, DELAWARE
NICHOLAS L. TRIVISONNO, ROBERT J. CHRENC and EARL H. DOPPELT, or any of
them, with full power of substitution, are hereby appointed proxies to vote all
the shares of Common Stock of ACNielsen Corporation ("Common Stock") which the
undersigned is entitled to vote at the Annual Meeting of Shareholders on April
19, 2000, and at any adjournment thereof.
The trustee of the ACNielsen Corporation Employee Stock Ownership Plan (the
"ESOP") and the ACNielsen Corporation Savings Plan (the "Savings Plan") has
agreed that this proxy will also serve as voting instructions from participants
in those plans who have plan contributions for their respective accounts
invested in Common Stock. Proxies covering shares in the plans must be received
prior to April 12, 2000. If a proxy covering shares in the ESOP or Savings Plan
has not been received prior to April 12, 2000 or if it is signed and returned
without specification marked in the instruction boxes, the trustee will vote
those plan shares in the same proportion as the respective shares in such plan
for which it has received instructions, except as otherwise required by law.
-----------
SEE REVERSE
SIDE
-----------
- --------------------------------------------------------------------------------
^ FOLD AND DETACH HERE IF YOU ARE RETURNING YOUR VOTED PROXY CARD BY MAIL ^
[ACNIELSEN LOGO]
ANNUAL MEETING OF SHAREHOLDERS
APRIL 19, 2000
9:00 A.M.
1209 ORANGE STREET
WILMINGTON, DELAWARE
TO ORDER ACNIELSEN FINANCIAL PUBLICATIONS, PLEASE CALL 1-888-530-2580 OR
VISIT OUR WEB SITE AT http:\\www.acnielsen.com.
9035
[X] PLEASE MARK YOUR
VOTES AS IN THIS
EXAMPLE.
This proxy is solicited by the Board of Directors and will be voted as directed
below. A proxy which is signed and returned by a Shareholder of record without
specification marked in the instruction boxes will be voted FOR election of all
nominees identified in Item (1) and FOR Item (2). If any other matter is
properly brought before the meeting and submitted to a vote, a proxy will be
voted in accordance with the judgment of the person(s) voting the proxy.
- --------------------------------------------------------------------------------
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ELECTION
OF ALL NOMINEES IDENTIFIED IN ITEM (1) AND FOR ITEM (2).
- --------------------------------------------------------------------------------
FOR ALL WITHHOLD Election of four Class I Directors
NOMINEES AUTHORITY for a three-year term expiring at
the 2003 Annual Meeting of
1. Election [_] [_] Shareholders.
of four
Class I Nominees: (01) Donald W. Griffen,
Directors (02) Robert M. Hendrickson,
(03) Brian B. Pemberton and
FOR, EXCEPT VOTE WITHHELD FROM THE (04) Nicholas L. Trivisonno.
FOLLOWING NOMINEE(S):
2. Ratification of the selection of Arthur FOR AGAINST ABSTAIN
Andersen LLP as independent public accountants [_] [_] [_]
to audit the Company's consolidated financial
statements for 2000. Mark only one.
Please sign exactly as name appears
at left. Joint owners should each
sign. Executors, administrators,
trustees, etc., should so indicate
when signing and sign as required by
the authority held.
------------------------------------
------------------------------------
SIGNATURE(S) DATE
- --------------------------------------------------------------------------------
^ FOLD AND DETACH HERE IF YOU ARE RETURNING YOUR VOTED PROXY CARD BY MAIL ^
[ACNIELSEN LOGO]
Dear Shareholder:
ACNielsen Corporation encourages you to take advantage of new and
convenient ways by which you can vote your shares. You can vote your shares
electronically through the Internet or the telephone. This eliminates the need
to return the proxy card.
To vote your shares electronically you must use the control number printed
in the box above, just below the perforation. The series of numbers that appear
in the box above must be used to access the system.
1. To vote over the Internet:
o Log on to the Internet and go to the Web site
http://www.eproxyvote.com/art. Internet voting will be available
until 5:00 P.M. on April 18, 1999.
2. To vote over the telephone:
o On a touch-tone telephone, call 1-877-PRX-VOTE (1-877-779-8683)
24 hours a day, seven days a week. Telephone voting will be
available until 8:00 A.M. on April 19, 1999.
o Non-U.S. shareholders should call 1-201-536-8073.
Your electronic vote authorizes the named proxies in the same manner as if
you marked, signed, dated and returned the proxy card. If you choose to vote
your shares electronically, there is no need to mail back your proxy card.
YOUR VOTE IS IMPORTANT. THANK YOU FOR VOTING.