SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. __)
FILED BY 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 by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Under Rule 14a-12
DOUBLECLICK INC.
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(Name of Registrant as Specified in Its Charter)
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(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:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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(DOUBLECLICK LOGO)
April 18, 2003
Dear Stockholders:
You are cordially invited to attend the 2003 Annual Meeting of Stockholders
of DoubleClick Inc., to be held at the Company's principal offices located at
450 West 33rd Street, 12th Floor, New York, New York 10001 on Wednesday, May 28,
2003 at 9:00 a.m.
Details of the business to be conducted at the Annual Meeting are given in
the attached Notice of Annual Meeting and Proxy Statement.
Whether or not you plan to attend the Annual Meeting, please sign, date and
return the enclosed proxy card promptly in the accompanying reply envelope, or
follow the instructions for voting by phone or via the Internet, if applicable.
If you decide to attend the Annual Meeting and wish to change your proxy vote,
you may do so at the Annual Meeting.
The Proxy Statement and the accompanying form of proxy are first being
mailed to the Stockholders of DoubleClick Inc. entitled to vote at the Annual
Meeting on or about April 28, 2003.
We look forward to seeing you at the Annual Meeting.
Sincerely,
/s/ Kevin P. Ryan
KEVIN P. RYAN
Chief Executive Officer and Director
YOUR VOTE IS IMPORTANT
IN ORDER TO ASSURE YOUR REPRESENTATION AT THE ANNUAL MEETING, YOU ARE
REQUESTED TO COMPLETE, SIGN AND DATE THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE
AND RETURN IT IN THE ENCLOSED ENVELOPE (TO WHICH NO POSTAGE NEED BE AFFIXED IF
MAILED IN THE UNITED STATES OR CANADA), OR FOLLOW THE INSTRUCTIONS FOR VOTING BY
PHONE OR VIA THE INTERNET, IF APPLICABLE.
DOUBLECLICK INC.
450 WEST 33RD STREET
NEW YORK, NEW YORK 10001
---------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 28, 2003
---------------------
The Annual Meeting of Stockholders (the "Annual Meeting") of DoubleClick
Inc., a Delaware corporation (the "Company"), will be held at the Company's
principal offices located at 450 West 33rd Street, 12th Floor, New York, NY
10001 on May 28, 2003 at 9:00 a.m. (New York time) for the following purposes,
as more fully described in this Proxy Statement:
(1) To elect two directors to serve until the 2006 annual meeting of
stockholders or until their respective successors shall have been duly
elected and qualified;
(2) To ratify the selection of PricewaterhouseCoopers LLP as independent
accountants of the Company for the fiscal year ending December 31,
2003; and
(3) To transact such other business as may properly come before the Annual
Meeting or any adjournment or postponement of the Annual Meeting.
Only stockholders of record at the close of business on April 11, 2003 will
be entitled to notice of, and to vote at, the Annual Meeting. The Company's
stock transfer books will remain open between the record date and the date of
the Annual Meeting. A list of stockholders eligible to vote at the Annual
Meeting will be available for inspection at the Annual Meeting and for a period
of ten days prior to the meeting during regular business hours at the Company's
principal executive offices at the address above.
All stockholders are cordially invited to attend the meeting in person.
Whether or not you expect to attend the Annual Meeting, your vote is important.
To assure your representation at the meeting, please sign and date the enclosed
proxy card and return it promptly in the enclosed envelope, which requires no
additional postage if mailed in the United States or Canada, or follow the
instructions provided for voting by phone or via the Internet, if applicable.
Should you receive more than one proxy because your shares are registered in
different names and addresses, each proxy card should be signed and returned to
assure that all your shares will be voted. You may revoke your proxy at any time
prior to the Annual Meeting. If you attend the meeting and vote by ballot, your
proxy will be revoked automatically and only your vote at the Annual Meeting
will be counted.
By Order of the Board of Directors
/s/ Kevin P. Ryan
KEVIN P. RYAN
Chief Executive Officer and Director
New York, New York
April 18, 2003
IT IS IMPORTANT THAT YOU COMPLETE THE ENCLOSED PROXY CARD AND RETURN IT
PROMPTLY, OR FOLLOW THE INSTRUCTIONS FOR VOTING BY PHONE OR VIA THE INTERNET, IF
APPLICABLE.
IF YOU PLAN TO ATTEND: PLEASE NOTE THAT ADMISSION TO THE MEETING WILL BE
ON A FIRST COME FIRST SERVED BASIS. EACH STOCKHOLDER MAY BE ASKED TO PRESENT
VALID PICTURE IDENTIFICATION, SUCH AS A DRIVER'S LICENSE OR PASSPORT, AND PROOF
OF OWNERSHIP OF COMPANY STOCK AS OF THE RECORD DATE, SUCH AS THE ENCLOSED PROXY
OR A BROKERAGE STATEMENT REFLECTING STOCK OWNERSHIP AS OF THE RECORD DATE.
DOUBLECLICK INC.
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PROXY STATEMENT FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 28, 2003
---------------------
GENERAL
This Proxy Statement is furnished to stockholders of record of DoubleClick
Inc., a Delaware corporation (the "Company"), as of April 11, 2003 in connection
with the solicitation of proxies by the board of directors of the Company (the
"Board of Directors" or "Board") for use at the annual meeting of stockholders
to be held on May 28, 2003 at 9:00 a.m. (New York time) or at any adjournment of
postponement (the "Annual Meeting").
The Company's Annual Report on Form 10-K (which does not form a part of the
proxy solicitation materials), containing consolidated financial statements for
the fiscal year ended December 31, 2002, is being distributed to stockholders
together with this Proxy Statement.
The Company's principal executive offices are located at 450 West 33rd
Street, New York, New York 10001. This Proxy Statement and the accompanying form
of proxy are first being mailed to the stockholders of the Company entitled to
vote at the Annual Meeting on or about April 28, 2003.
PURPOSE OF MEETING
The specific proposals to be considered and acted upon at the Annual
Meeting are summarized in the Notice of Annual Meeting of Stockholders
(collectively, the "Proposals"). Each Proposal is described in more detail in
this Proxy Statement.
VOTING SECURITIES
As of the close of business on April 11, 2003, other than the FloNetwork
Special Voting Share described below, the Company's shares of common stock, par
value $0.001 per share ("Common Stock"), were the Company's only outstanding
voting securities. Each holder of Common Stock is entitled to one vote for each
share held.
In connection with the Company's acquisition of FloNetwork Inc., an Ontario
corporation, the Company issued one special voting share (the "FloNetwork
Special Voting Share"). The FloNetwork Special Voting Share is entitled to vote
at annual meetings of stockholders together with Common Stock as a single class.
The FloNetwork Special Voting Share is entitled to up to that number of votes
equal to the number of exchangeable shares of Thunderball Acquisition II Inc.
("Exchangeable Shares") outstanding on any such applicable record date,
currently 175 shares, other than those Exchangeable Shares which are held by the
Company or its affiliates. Exchangeable Shares were issued to certain FloNetwork
Inc. shareholders in connection with the acquisition. Thunderball Acquisition II
Inc. is an indirect subsidiary of the Company that holds all of the outstanding
shares of FloNetwork Inc. Voting rights under the FloNetwork Special Voting
Share are exercisable by CIBC Mellon Trust Company, as trustee for the holders
of Exchangeable Shares, in accordance with instructions duly received from
holders of Exchangeable Shares. To the extent that no such instructions are
received, such voting rights will not be exercised.
VOTING AND PROXIES
At the Annual Meeting, each stockholder of record at the close of business
on April 11, 2003 will be entitled to one vote for each share of Common Stock
owned on that date as to each matter presented at the Annual Meeting. On April
11, 2003, there were 136,694,092 shares of Common Stock outstanding, including
175 shares exchangeable into shares of the Company's Common Stock.
Under the Company's by-laws, the holders of 50% of the shares of Common
Stock issued, outstanding and entitled to vote on any matter shall constitute a
quorum with respect to that matter at the Annual Meeting. Shares of Common Stock
present in person or represented by proxy (including shares which abstain or do
not vote with respect to one or more of the matters presented for stockholder
approval) will be counted for purposes of determining whether a quorum is
present.
Shares cannot be voted at the Annual Meeting unless the owner is present in
person or by proxy. All properly executed and unrevoked proxies, whether given
by proxy card, phone or the Internet, that are received in time for the Annual
Meeting will be voted at the Annual Meeting in accordance with instructions
thereon, or if no instructions are given, will be voted, (i) "FOR" the election
of the named nominees as directors of the Company and (ii) "FOR" the
ratification of PricewaterhouseCoopers LLP, independent public accountants, as
the Company's auditors for the fiscal year ending December 31, 2003, and will be
voted in accordance with the best judgment of the persons appointed as proxies
with respect to other matters which properly come before the Annual Meeting. Any
person giving a proxy may revoke it by written notice to the Company at any time
prior to exercise of the proxy. In addition, although mere attendance at the
Annual Meeting will not revoke the proxy, a stockholder who attends the meeting
may withdraw his or her proxy and vote in person.
PROPOSAL 1
ELECTION OF DIRECTORS
Unless otherwise directed, the persons appointed in the accompanying form
of proxy intend to vote at the Annual Meeting "FOR" the election of the nominees
named below as Class III directors of the Company to serve until the 2006 Annual
Meeting of Stockholders or until their successors are duly elected and
qualified. If any nominee is unable to be a candidate when the election takes
place, the shares represented by valid proxies will be voted in favor of the
remaining nominee. The Board of Directors does not currently anticipate that any
nominee will be unable to be a candidate for election. Each nominee is currently
a director of the Company.
In accordance with the terms of the Company's amended and restated
certificate of incorporation, the Board of Directors has been divided into three
classes, denominated Class I, Class II and Class III, with members of each class
holding office for staggered three-year terms. At each annual meeting of the
Company's stockholders, the successors to the directors whose terms expire are
elected to serve from the time of their election and qualification until the
third annual meeting of stockholders following their election or until a
successor has been duly elected and qualified. The affirmative vote of a
plurality of the shares of Common Stock present in person or represented by
proxy and entitled to vote on the election of directors at the Annual Meeting is
required to elect each director. This means that the director nominee with the
most affirmative votes for a particular position is elected for that position.
Withheld votes and abstentions have no effect on the outcome.
The Board of Directors currently has eight members. Messrs. W. Grant
Gregory and Don Peppers are Class III directors whose terms expire at the Annual
Meeting and each of whom is a nominee for election. Messrs. Thomas S. Murphy,
Mark E. Nunnelly and Kevin J. O'Connor are Class I directors whose terms expire
at the 2004 annual meeting of stockholders (in all cases subject to the election
and qualification of their successors or to their earlier death, resignation or
removal). Messrs. Dwight A. Merriman, Kevin P. Ryan and David N. Strohm are
Class II directors whose terms expire at the 2005 annual meeting of stockholders
(in all cases subject to the election and qualification of their successors or
to their earlier death, resignation or removal).
INFORMATION REGARDING THE NOMINEES FOR ELECTION AS DIRECTORS (CLASS III
DIRECTORS)
The following information with respect to the principal occupation or
employment, other affiliations and business experience during the last five
years of the nominees have been furnished to the Company by the nominees. Except
as indicated, each nominee has had the same principal occupation for the last
five years.
2
W. Grant Gregory, 61, has served as a director of the Company since its
inception in January 1996. Since 1988, Mr. Gregory has served as Chairman of
Gregory & Hoenemeyer, Inc., a merchant banking firm. Mr. Gregory serves as a
director of AMBAC Financial Group, a financial services company.
Don Peppers, 52, has served as a director of the Company since January
1998. Since January 1992, Mr. Peppers has served as a partner of Marketing One
to One, Inc. (d/b/a Peppers and Rogers Group), a management consulting firm. He
serves on the board of directors of Modem Media, Inc.
THE BOARD RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR THE ELECTION OF W.
GRANT GREGORY AND DON PEPPERS AS CLASS III DIRECTORS UNTIL THE 2006 ANNUAL
MEETING OF STOCKHOLDERS.
INFORMATION REGARDING DIRECTORS WHO ARE NOT NOMINEES FOR ELECTION AT THE ANNUAL
MEETING
The following information with respect to the principal occupation or
employment, other affiliations and business experience during the last five
years of each director who is not a nominee for election at the Annual Meeting
has been furnished to the Company by such director. Except as indicated, each of
these directors has had the same principal occupation for the last five years.
CLASS I DIRECTORS (TERMS EXPIRE AT THE 2004 ANNUAL MEETING OF STOCKHOLDERS)
Thomas S. Murphy, 77, has served as a director of the Company since March
1998. From 1966 until 1990, Mr. Murphy served as Chief Executive Officer and
Chairman of the board of Capital Cities/ABC, Inc., a major media company. From
1990 until 1994, Mr. Murphy relinquished the title of Chief Executive Officer
but resumed this title again from 1994 until 1996. Since February 1996, Mr.
Murphy has been retired. Mr. Murphy currently serves on the board of directors
of The Walt Disney Company.
Mark E. Nunnelly, 44, has served as a director of the Company since June
1997. Since 1990, Mr. Nunnelly has served as a Managing Director of Bain Capital
Holdings, LLC, a private investment company. Mr. Nunnelly currently serves as a
director of Domino's Pizza, a pizza delivery company, and Houghton Mifflin
Company, a U.S. educational publisher.
Kevin J. O'Connor, 42, has served as Chairman of the Board of Directors
since its inception in January 1996. From the Company's inception in January
1996 until July 2000, Mr. O'Connor also served as the Company's Chief Executive
Officer. From December 1995 until January 1996, Mr. O'Connor served as Chief
Executive Officer of Internet Advertising Network, an Internet advertising
company which he founded. From September 1994 to December 1995, Mr. O'Connor
served as director of Digital Research for Digital Communications Associates, a
data communications company (now Attachmate Corporation), and from April 1992 to
September 1994, as its Chief Technical Officer and Vice President, Research.
From its inception in May 1983 until its sale in April 1992, Mr. O'Connor served
as Vice President, Research for Intercomputer Communications Corp., a software
development company. Mr. O'Connor serves as a director of 1-800-FLOWERS.COM,
Inc., a gift company, Internet Security Systems, Inc., a security software
company, and Pinnacor Inc., formerly known as ScreamingMedia, Inc., a provider
of information and analytical applications.
CLASS II DIRECTORS (TERMS EXPIRE AT THE 2005 ANNUAL MEETING OF STOCKHOLDERS)
Dwight A. Merriman, 34, has served as a director of the Company since its
inception in January 1996. Mr. Merriman has served as the Company's Chief
Technology Officer since February 1996, and served as its Vice President,
Engineering from January 1996 until February 1996. From December 1990 until
August 1995, Mr. Merriman was a software engineer for Digital Communications
Associates, a data communications company (now Attachmate Corporation).
Kevin P. Ryan, 39, has served as a director and as the Company's Chief
Executive Officer since July 2000. Mr. Ryan served as the Company's Chief
Operating Officer from April 1998 until July 2000 and as President from July
1997 until July 2000. From June 1996 to March 1998, Mr. Ryan served as the
Company's Chief Financial Officer. From January 1994 to June 1996, Mr. Ryan
served as Senior Vice President, Business and Finance for United Media, a
licensing and syndication company. From April 1991 to
3
December 1993, Mr. Ryan served as Senior Manager, Finance for EuroDisney, and
from August 1985 to September 1989, Mr. Ryan was an investment banker for
Prudential Investment Corporation in both the United States and the United
Kingdom. Mr. Ryan serves as a director on AdLINK Internet Media AG, a German
provider of Internet advertising solutions.
David N. Strohm, 55, has served as a director of the Company since June
1997. Since 1980, Mr. Strohm has been an employee of Greylock Management
Corporation, a venture capital group, and he is a general partner of several
venture capital funds affiliated with Greylock. Mr. Strohm currently serves as a
director of Switchboard, Inc., a company that provides directory technology and
online yellow pages solutions, Legato Systems, Inc., a data storage management
software company, and Internet Security Sytems, Inc., a security software
company.
COMPENSATION OF DIRECTORS
Cash Compensation. Directors currently do not receive a cash retainer or
other fee for attending Board of Directors or committee meetings, but are
reimbursed for expenses incurred in connection with attending these meetings.
Beginning third quarter of 2003, for their services on the Board, directors will
receive an annual retainer of $10,000. Committee members will receive an annual
retainer of $2,500 and committee chairs will receive an additional $2,500 annual
retainer. Committee retainers and meeting fees will not be paid to directors who
are officers or employees of the Company.
Stock Option Grants. Under the Automatic Option Grant Program under the
Company's Amended and Restated 1997 Stock Incentive Plan (the "Amended 1997
Plan"), each non-employee member of the Board of directors is automatically
granted a non-statutory option to purchase 100,000 shares of Common Stock at the
time of his or her initial election or appointment to the Board of Directors,
provided that individual has not previously been in the employ of the Company or
any parent or subsidiary of the Company. On the date of each annual meeting of
stockholders, each individual who is to continue to serve as a member of the
Board of Directors, whether or not that individual is standing for re-election
to the Board of Directors at that particular annual meeting, will automatically
be granted a non-statutory option to purchase 20,000 shares of Common Stock,
provided such individual has served as a non-employee member of the Board of
Directors for at least six months. All automatic option grants will have an
exercise price equal to the fair market value per share of Common Stock on the
grant date and will have a term of ten years, subject to earlier termination
following the optionee's cessation of service on the Board of Directors. Each
automatic option will be immediately exercisable; however, any shares purchased
upon exercise of the option will be subject to repurchase should the optionee's
service as a non-employee member of the Board of Directors cease prior to the
vesting in those shares. The initial grant of 100,000 shares will vest in
successive equal annual installments over the optionee's initial four-year
period of service on the Board of Directors. Each subsequent grant of 20,000
shares will vest in full upon the optionee's completion of one year of service
on the Board of Directors, as measured from the grant date. However, each
outstanding option will immediately vest upon (i) certain changes in the
ownership or control of the Company or (ii) the death or permanent disability of
the optionee while serving on the Board of Directors.
Pursuant to these provisions, on May 29, 2002, each of Messrs. Gregory,
Murphy, Nunnelly, Strohm and Peppers received an automatic option grant to
purchase 20,000 shares at an exercise price of $7.83.
Other Arrangements. Mr. Kevin O'Connor, the Chairman of the Board of
Directors, is an employee of the Company and for the year ended 2002 received
total cash compensation of $55,000. Mr. O'Connor received an option to purchase
20,000 shares at an exercise price of $7.83 on May 29, 2002.
4
PROPOSAL 2
RATIFICATION OF SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS
Upon the recommendation of the Audit Committee, the Board of Directors
appointed PricewaterhouseCoopers LLP, independent public accountants, as the
Company's independent accountants to serve for the year ending December 31,
2003. Although stockholder ratification of the selection of independent
accountants is not required, the Board of Directors considers it desirable for
the stockholders to vote upon this selection. The affirmative vote of a majority
of shares of Common Stock present in person or by proxy at the Annual Meeting is
required to ratify the selection of independent accountants. Abstentions will be
counted as present and entitled to vote, and will have the effect of a negative
vote with respect to this proposal. If the stockholders do not approve the
selection of PricewaterhouseCoopers LLP as independent accountants, the Audit
Committee will consider the selection of other independent accountants. A
representative of PricewaterhouseCoopers LLP will attend the Annual Meeting with
the opportunity to make a statement if he or she so desires and will also be
available to answer appropriate questions from stockholders.
AUDIT FEES
The aggregate fees for professional services rendered for the Company by
PricewaterhouseCoopers LLP for the years ended December 31, 2002 and 2001 were
as follows (in millions):
<Table>
<Caption>
2002 2001
---- ----
Audit........................................... $0.6 $0.9
Audit Related................................... $0.6 $0.5
Tax............................................. $0.6 $0.4
All Other....................................... -- $0.4
---- ----
Total...................................... $1.8 $2.4
</Table>
The "Audit Fees" for the years ended December 31, 2002 and 2001 were for
professional services rendered for the audits of the consolidated financial
statements of the Company, statutory audits, issuance of consents and assistance
with review of documents filed with the Securities and Exchange Commission (the
"Commission").
The "Audit Related Fees" for the years ended December 31, 2002 and 2001
were for assurance and related services with respect to employee benefit plan
audits, due diligence related to mergers and acquisitions, an audit in
connection with a disposition of a business and internal control reviews.
"Tax Fees" for the years ended December 31, 2002 and 2001 were for services
related to tax compliance, planning and advice.
"All Other Fees" for the year ended December 31, 2001 were primarily for
services rendered for information systems reviews not performed in connection
with the audit and risk management advisory services.
The Company's Audit Committee considered whether the provision of non-audit
services rendered by PricewaterhouseCoopers LLP to the Company was compatible
with maintaining PricewaterhouseCoopers LLP's independence. The Audit Committee
has not yet adopted any formal pre-approval policies or procedures with respect
to audit services and audit fees described in 17CFR 210.2-01(c)(7)(i).
THE BOARD UNANIMOUSLY RECOMMENDS A VOTE FOR THE RATIFICATION AND APPROVAL
OF THE SELECTION OF PRICEWATERHOUSECOOPERS LLP TO SERVE AS THE COMPANY'S
INDEPENDENT ACCOUNTANTS FOR THE YEAR ENDING DECEMBER 31, 2003.
5
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information with respect to the beneficial
ownership of the Company's Common Stock as of March 31, 2003 by (1) each person
(or group of affiliated persons) who is known by us to beneficially own five
percent or more of the Company's Common Stock, (2) each of the Company's
directors and executive officers named in the Summary Compensation Table and (3)
all of the Company's directors and executive officers as a group. Except as
specified below, all persons listed have sole voting and investment power with
respect to their shares and can be reached at the Company's headquarters located
at 450 West 33rd Street, New York, New York 10001.
<Table>
<Caption>
BENEFICIAL OWNERSHIP (1)
-------------------------
SHARES PERCENT
------------ -------
Kevin J. O'Connor (2)....................................... 7,619,988 5.6%
Kevin P. Ryan (3)........................................... 1,840,412 1.4
Dwight A. Merriman (4)...................................... 4,275,346 3.1
David S. Rosenblatt (5)..................................... 512,356 *
Brian M. Rainey (6)......................................... 281,609 *
Bruce Dalziel (7)........................................... 113,622 *
Mok Choe (8)................................................ 85,999 *
Christopher Saridakis (9)................................... 310,000 *
W. Grant Gregory (10)....................................... 184,718 *
Thomas S. Murphy (11)....................................... 200,200 *
Mark E. Nunnelly(12)........................................ 185,912 *
Don Peppers (13)............................................ 133,410 *
David N. Strohm(14)......................................... 198,376 *
Bear Stearns Asset Management Inc. (15)..................... 7,411,400 5.4
Bear Stearns S&P STARS Portfolio (16)....................... 7,075,000 5.2
Munder Capital Management (17).............................. 7,902,796 5.8
All directors and executive officers as a group (16 persons)
(18)...................................................... 16,100,506 11.8
</Table>
- ---------------
* Less than one percent.
(1) Gives effect to the shares of Common Stock issuable upon the exercise of
all options exercisable within 60 days of March 31, 2003 and other rights
beneficially owned by the indicated stockholders on that date. Beneficial
ownership is determined in accordance with the rules of the Commission and
includes voting and investment power with respect to shares. Percentage
ownership is calculated based on shares of the Company's Common Stock
outstanding as of March 31, 2003.
(2) Includes (i) 643,244 shares of Common Stock issuable upon the exercise
stock options within 60 days of March 31, 2003; (ii) 15,680 shares of
Common Stock held by Nancy O'Connor, Mr. O'Connor's wife; (iii) 150,000
shares of Common Stock held by the KN Trust, of which Nancy O'Connor is a
trustee; (iv) 29,169 shares of Common Stock held by The KONO 1999
Charitable Remainder Trust, of which Mr. O'Connor and his wife are the
beneficiaries, but Mr. O'Connor's brother, who does not live with Mr.
O'Connor, is the trustee; and (v) 45,705 shares of Common Stock held by the
KONO 1999 NIM-Charitable Remainder Unitrust, of which Mr. O'Connor and his
wife are the beneficiaries, but Mr. O'Connor's brother, who does not live
with Mr. O'Connor, is the trustee. Mr. O'Connor has not retained investment
control over the shares held by the KONO 1999 trusts, and, therefore, Mr.
O'Connor disclaims all beneficial ownership of these shares. Of these
shares, Mr. O'Connor does not have sole investment control over 755,000
shares of Common Stock that are subject to a planned selling program
pursuant to Rule 10b5-1 of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"). Does not include 20,000 shares of Common Stock
issuable upon the exercise of stock options that do not vest within 60 days
of March 31, 2003.
6
(3) Includes 1,510,315 shares of Common Stock issuable upon the exercise of
stock options within 60 days of March 31, 2003. Does not include 1,395,285
shares of Common Stock issuable upon the exercise of stock options that do
not vest within 60 days of March 31, 2003.
(4) Includes 766,564 shares of Common Stock issuable upon the exercise of stock
options within 60 days of March 31, 2003. Does not include 171,836 shares
of Common Stock issuable upon the exercise of stock options that do not
vest within 60 days of March 31, 2003.
(5) Includes 502,356 shares of Common Stock issuable upon the exercise of stock
options within 60 days of March 31, 2003. Does not include 337,644 shares
of Common Stock issuable upon the exercise of stock options that do not
vest within 60 days of March 31, 2003.
(6) Includes 222,933 shares of Common Stock issuable upon the exercise of stock
options within 60 days of March 31, 2003. Does not include 90,589 shares of
Common Stock issuable upon the exercise of stock options that do not vest
within 60 days of March 31, 2003.
(7) Includes 105,622 shares of Common Stock issuable upon the exercise of stock
options within 60 days of March 31, 2003. Does not include 221,878 shares
of Common Stock issuable upon the exercise of stock options that do not
vest within 60 days of March 31, 2003.
(8) Includes 84,999 shares of Common Stock issuable upon the exercise of stock
options within 60 days of March 31, 2003. Does not include 290,001 shares
of Common Stock issuable upon the exercise of stock options that do not
vest within 60 days of March 31, 2003.
(9) Includes 84,900 shares of Common Stock held by Penny Saridakis, Mr.
Saridakis' wife.
(10) Includes 100,000 shares of Common Stock issuable upon the exercise of stock
options within 60 days of March 31, 2003.
(11) Includes 180,000 shares of Common Stock issuable upon the exercise of stock
options within 60 days of March 31, 2003.
(12) Includes 80,000 shares of Common Stock issuable upon the exercise of stock
options within 60 days of March 31, 2003.
(13) Includes 95,000 shares of Common Stock issuable upon the exercise of stock
options within 60 days of March 31, 2003.
(14) Includes 100,000 shares of Common Stock issuable upon the exercise of stock
options within 60 days of March 31, 2003. Does not include 40,000 shares
held by the Strohm-Reavis Living Trust for which Mr. Strohm is trustee.
(15) This information is derived from a Schedule 13G dated February 7, 2002,
filed with the Securities and Exchange Commission (the "Commission") by
Bear Stearns Asset Management Inc. ("BSAM"). BSAM has sole dispositive and
sole voting power with respect to all 7,411,400 of the shares. BSAM's
address is 383 Madison Avenue, 27th Floor, New York, New York 10179.
(16) This information is derived from a Schedule 13G/A dated March 19, 2002,
filed with the Commission by Bear Stearns S&P STARS Portfolio ("BSS&P").
BSS&P has sole dispositive and sole voting power with respect to all
7,075,000 of the shares. BSS&P's address is 383 Madison Avenue, 27th Floor,
New York, New York 10179.
(17) This information is derived from a Schedule 13G dated February 13, 2003,
filed with the Commission by Munder Capital Management ("MCM"). MCM has
sole dispositive power with respect to all 7,902,796 of the shares and sole
voting power with respect to 7,890,876 of the 7,902,796 shares. MCM's
address is 480 Pierce Street, Suite 300, P.O. Box 3043, Birmingham,
Michigan 40812.
(18) Includes 4,543,892 shares of Common Stock issuable upon the exercise of
stock options within 60 days of March 31, 2003.
7
EXECUTIVE COMPENSATION AND OTHER INFORMATION
The Company's executive officers are as follows:
<Table>
<Caption>
NAME AGE POSITION
- ---- --- --------
Kevin P. Ryan..................... 39 Chief Executive Officer and Director
Bruce D. Dalziel.................. 45 Chief Financial Officer
Dwight A. Merriman................ 34 Chief Technology Officer and Director
David S. Rosenblatt............... 35 President
Mok Choe.......................... 44 Chief Information Officer
Brian M. Rainey................... 41 Senior Vice President and General Manager,
Abacus
John Healy........................ 45 Senior Vice President, Technology Sales
Courtland B. Cunningham........... 34 Senior Vice President, Marketing Automation
Cory Douglas...................... 36 Vice President, Corporate Finance and Controller
</Table>
INFORMATION CONCERNING EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS
Bruce D. Dalziel has served as the Company's Chief Financial Officer since
October 2001. From August 2001 to October 2001, Mr. Dalziel served as the
Company's acting Chief Financial Officer. From January 2001 to August 2001, Mr.
Dalziel served as the Company's Vice President of Finance and Operations,
Technology, Data and Research. Mr. Dalziel joined the Company in September 2000
as Vice President of Financial Planning and Analysis and continued in this
position until January 2001. From September 1986 to August 2000, Mr. Dalziel
served in a variety of roles at Prudential Insurance Company of America,
including Chief Financial Officer for International Insurance and Fixed Income
Portfolio Manager.
David S. Rosenblatt has served as the Company's President since December
2001. From November 2000 until December 2001, he served as the Company's
President, Technology, Data and Research. From October 1999 until November 2000,
Mr. Rosenblatt served as the Company's Senior Vice President of Global
Technology Solutions. Prior to that, Mr. Rosenblatt was Vice President and
General Manager of the Company's Closed-Loop Marketing Solutions, which he
launched in August 1998 and he also served as the Director of Strategic
Planning. Mr. Rosenblatt joined DoubleClick in August 1997 as the Product
Manager of the DART for Publishers service and continued in this position until
August 1998.
Mok Choe has served as the Company's Chief Information Officer since
December 2001. From May 1999 to November 2001, Mr. Choe was co-Chief Information
Officer and the Vice President, Applications Development of Ameritrade, Inc., an
online securities trading company. From July 1997 to April 1999, Mr. Choe was
Assistant Vice President of Nationwide Mutual Insurance Company. Mr. Choe was
the Division Manager of Information Services at United States Fidelity &
Guaranty Company from June 1993 to June 1997.
Brian M. Rainey has served as Senior Vice President and General Manager of
DoubleClick's Abacus division since January 2001. From November 2000 until
January 2001, Mr. Rainey served as the acting President and then the President
of DoubleClick's Abacus division. From June 1999 until November 2000, Mr. Rainey
served as Executive Vice President and Chief Performance Officer of Abacus,
which was acquired by, and became a division of DoubleClick in November 1999.
From January 1998 until June 1999, Mr. Rainey served as Executive Vice
President, Merchandise Services at Abacus and from January 1996 until January
1998 as Senior Vice President, Catalog Client Services.
John Healy has served as Senior Vice President, Technology Sales, since
October 2002. From December 2001 until October 2002, Mr. Healy was Senior Vice
President, Sales and Product Management for DoubleClick's Abacus division. From
December 1997 until December 2001, Mr. Healy served as Executive Vice President
at Equifax, Inc., a credit reporting company, and from July 1992 until November
1997, he served as a Vice President of ADVO, Inc., a direct marketing company.
8
Courtland B. Cunningham has served as the Company's Senior Vice President,
Marketing Automation since January 1, 2003. From April 2002 until January 1,
2003, Mr. Cunningham served as the Company's Senior Vice President,
TechSolutions. From July 2000 until April 2002, Mr. Cunningham was the Vice
President and General Manager of DARTmail. From January 2000 to July 2000, Mr.
Cunningham served as Vice President of Business Operations for the Company's
technology group. From August 1997 to January 2000, Mr. Cunningham worked as a
case team leader at Bain & Co., a Boston based consulting firm.
Cory Douglas has served as the Company's Vice President, Corporate Finance
and Controller since August 2002. Mr. Douglas was the Company's Vice President,
Planning and Analysis from April 2002 until August 2002 and the Company's Vice
President, Finance, TechSolutions from April 2000 until April 2002. Mr. Douglas
also served as the Company's Assistant Controller from April 1999 until April
2000. Prior to that, Mr. Douglas served as a Finance Manager at
Colgate-Palmolive Company from 1997 until April 1999.
EXECUTIVE COMPENSATION
The following Summary Compensation Table sets forth the compensation paid
for the years ended December 31, 2000, 2001 and 2002 to the Company's Chief
Executive Officer, the Company's four most highly compensated executive
officers, other than the Chief Executive Officer, who served as executive
officers as of December 31, 2002 and one other individual who was an executive
officer during 2002 (together, the "Named Executive Officers").
SUMMARY COMPENSATION TABLE
<Table>
<Caption>
LONG-TERM
COMPENSATION/
ANNUAL COMPENSATION (1) AWARDS
----------------------------- UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY ($) BONUS ($) OPTION COMPENSATION
- --------------------------- ---- ---------- --------- ------------- ------------
Kevin P. Ryan........................ 2002 $300,000 $300,000 800,000 --
Chief Executive Officer 2001 291,667 168,000 1,500,000(2) --
2000 200,000 75,000 887,084 --
David S. Rosenblatt.................. 2002 $275,000 $183,000 0 --
President 2001 279,167 134,750 725,000 --
2000 158,333 165,000 29,709 --
Brian M. Rainey...................... 2002 $225,000 $150,000 26,250 --
Senior Vice President and 2001 227,083 55,000 103,750 $ 26,325(3)
General Manager, Abacus 2000 191,250 67,500 8,397 --
Bruce Dalziel........................ 2002 $235,417 $190,000 212,500 --
Chief Financial Officer 2001 188,104 63,838 105,500 --
2000 39,038 12,000 9,500 $ 30,000(4)
Mok Choe............................. 2002 $300,000 $225,000 75,000 $118,888(5)
Chief Information Officer 2001 25,000 8,285 300,000 --
Christopher Saridakis (7)............ 2002 $200,000 $ 0 0 $318,720(6)
Former Senior Vice 2001 196,042 55,000 160,000 33,313(3)
President, TechSolutions 2000 147,917 22,500 47,111 --
</Table>
- ---------------
(1) In accordance with the rules of the Commission, other annual compensation in
the form of perquisites and other personal benefits has been omitted for
each of the Named Executive Officers because the aggregate amount of such
perquisites and other personal benefits constituted less than the lesser of
$50,000 or 10% of the total of annual salary and bonuses for each of such
Named Executive Officers for the years ended December 31, 2000, 2001 and
2002.
(2) Mr. Ryan was granted additional options to purchase 500,000 shares in 2001,
which were subsequently cancelled.
(3) Consists solely of commissions.
9
(4) Consists solely of a one time sign-on bonus.
(5) Consists of a one time sign-on bonus and relocation expenses.
(6) Consists of severance pay, vacation pay and commissions.
(7) Mr. Saridakis resigned as the Company's Senior Vice President, TechSolutions
as of November 2002 and remained in the employment of the Company until
December 2, 2002.
OPTION GRANTS IN LAST YEAR
The following table sets forth certain information regarding options
granted to the Named Executive Officers during 2002. The Company has not granted
any stock appreciation rights to any of the Named Executive Officers.
OPTION GRANTS DURING YEAR ENDED DECEMBER 31, 2002
<Table>
<Caption>
INDIVIDUAL GRANTS
------------------------------------- POTENTIAL REALIZABLE VALUE AT
NUMBER OF % OF TOTAL ASSUMED ANNUAL RATES OF
SHARES OPTIONS STOCK PRICE APPRECIATION FOR
UNDERLYING GRANTED TO EXERCISE OPTION TERM(3)
OPTIONS EMPLOYEES PRICE PER EXPIRATION ------------------------------
NAME GRANTED (1) IN 2002 (2) SHARE DATE 5% 10%
- ---- ----------- ----------- --------- ---------- ------------ ------------
Kevin P. Ryan (4)...... 800,000 15.86% $ 4.95 8/01/2009 $1,612,112 $3,756,919
David S. Rosenblatt.... 0 0 -- -- 0 0
Brian M. Rainey (5).... 25,000 0.50 7.54 5/01/2009 76,738 178,833
1,250 0.02 11.73 4/02/2011 8,083 19,910
Bruce Dalziel (6)...... 37,500 0.74 6.43 10/01/2011 132,938 327,434
100,000 1.98 7.89 6/03/2009 321,201 748,537
37,500 0.74 11.73 10/01/2011 242,514 597,326
37,500 0.74 12.14 10/01/2011 250,990 618,204
Mok Choe (7)........... 75,000 1.49 7.89 6/03/2009 240,900 561,403
Christopher
Saridakis............ 0 0 -- -- 0 0
</Table>
- ---------------
(1) The vesting schedule for these options will accelerate by one year in the
event of a change in control of the Company, and will accelerate in full in
the event the optionee's service with the Company is terminated (actually or
constructively) other than for misconduct within one year following the
change in control.
(2) During 2002, the Company granted employees options to purchase an aggregate
of 5,043,569 shares of Common Stock.
(3) Amounts represent hypothetical gains that could be achieved for the
respective options if exercised at the end of the option term. The 5% and
10% assumed annual rates of compounded stock price appreciation are mandated
by rules of the Commission and do not represent the Company's estimate or
projection of the Company's future Common Stock prices. These amounts
represent certain assumed rates of appreciation in the value of the
Company's Common Stock from the fair market value on the date of grant.
Actual gains, if any, on stock option exercises are dependent on the future
performance of the Common Stock and overall stock market conditions. The
amounts reflected in the table may not necessarily be achieved.
(4) Mr. Ryan's option to purchase 800,000 shares (having an exercise price per
share of $4.95) vests monthly over a thirty-six month period commencing on
September 1, 2002.
(5) Twenty-five percent of Mr. Rainey's option to purchase 25,000 shares (having
an exercise price per share of $7.54) vests on May 1, 2003, the balance
vests in substantially equal installments over the following thirty-six
month period. Mr. Rainey's option to purchase 1,250 shares (having an
exercise price per share of $11.73) vests monthly over a twelve month period
commencing on May 2, 2004.
10
(6) Mr. Dalziel's option to purchase 37,500 shares (having an exercise price per
share of $6.43) vests monthly over a twelve month period beginning November
2, 2004. Twenty-five percent of Mr. Dalziel's option to purchase 100,000
(having an exercise price of $7.89) vests on June 3, 2003, the balance vests
in substantially equal installments over the following thirty-six month
period. Mr. Dalziel's option to purchase 37,500 shares (having an exercise
price per share of $11.73) vests monthly over a twelve month period
commencing on November 1, 2002. Mr. Dalziel's option to purchase 37,500
shares (having an exercise price per share of $12.14) vests monthly over a
twelve month period commencing on November 1, 2003.
(7) Twenty-five percent of Mr. Choe's option to purchase 75,000 shares (having
an exercise price per share of $7.89) vests on June 3, 2003, the balance
vests in substantially equal installments over the following thirty-six
month period.
OPTION EXERCISE AND YEAR-END VALUES
The following table sets forth certain information concerning options to
purchase Common Stock exercised by the Named Executive Officers during 2002 and
the number and value of unexercised options held by each of the Named Executive
Officers at December 31, 2002.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
<Table>
<Caption>
NUMBER OF SHARES VALUE OF UNEXERCISED
SHARES UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS
ACQUIRED ON VALUE OPTIONS AT FISCAL YEAR END AT DECEMBER 31, 2002 (2)
EXERCISE REALIZED --------------------------- ---------------------------
NAME (#) ($)(1) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- ----------- -------- ----------- ------------- ----------- -------------
Kevin P. Ryan............. 0 $ 0 2,673,098 2,369,586 $1,972,681 $504,890
David S. Rosenblatt....... 0 0 400,032 439,968 251,170 47,667
Brian M. Rainey........... 0 0 196,658 116,864 29,945 8,269
Bruce Dalziel............. 0 0 80,413 247,087 14,805 7,944
Mok Choe.................. 0 0 60,000 315,000 0 0
Christopher Saridakis
(3)..................... 18,000 $100,080 134,553 0 59,442 0
</Table>
- ---------------
(1) Value represents the difference between the closing price per share of the
Company's Common Stock on the date of exercise and the exercise price per
share, multiplied by the number of shares acquired per exercise.
(2) These values have been calculated on the basis of the closing price per
price of the Company's Common Stock on December 31, 2002 of $5.66 per share,
less applicable exercise price per share, multiplied by the number of shares
underlying such options.
(3) Mr. Saridakis' unexercised options expired on March 2, 2003, three months
after Mr. Saridakis ceased to be employed by the Company.
11
EQUITY COMPENSATION PLAN INFORMATION
The following table provides information, as of December 31, 2002,
concerning securities authorized for issuance under all equity compensation
plans of the Company.
<Table>
<Caption>
(A) (B) (C)
------------------- ----------------- ------------------------
NUMBER OF NUMBER OF SECURITIES
SECURITIES TO BE REMAINING AVAILABLE FOR
ISSUED UPON WEIGHTED AVERAGED FUTURE ISSUANCE UNDER
EXERCISE OF EXERCISE PRICE OF EQUITY COMPENSATION
OUTSTANDING OUTSTANDING PLANS (EXCLUDING
OPTIONS, WARRANTS OPTIONS, WARRANTS SECURITIES REFLECTED IN
PLAN CATEGORY AND RIGHTS AND RIGHTS COLUMN (A))
- ------------- ------------------- ----------------- ------------------------
Equity Compensation Plans Approved
by Security Holders.............. 18,707,691(1)(2) 24.17 13,161,610
Equity Compensation Plans Not
Approved by Security Holders..... 0 750,000(3)
----------- ----- -----------
Total.................... 18,707,691 13,911,610(4)
=========== ===========
</Table>
- ---------------
(1) Represents shares of Common Stock issuable on exercise under the following
equity compensation plans: (i) DoubleClick Amended and Restated 1997 Stock
Option Plan, (ii) Abacus Direct Corporation 1989 Amended and Restated Stock
Option Plan, (iii) Abacus Direct Corporation 1996 Amended and Restated Stock
Incentive Plan, (iv) Abacus Direct Corporation 1999 Stock Incentive Plan,
(v) NetGravity, Inc. 1995 Stock Option Plan, (vi) NetGravity, Inc. 1998
Stock Plan, (vii) NetGravity, Inc. Director Option Plan, (viii) Flashbase,
Inc. 1999 Equity Incentive Plan, (ix) FloNetwork Inc. Share Incentive Plan,
(x) MessageMedia, Inc. 1995 Stock Plan, (xi) MessageMedia, Inc. 1999 Non-
Officer Stock Option Plan, and (xii) Decisive Technology Corporation 1996
Stock Option Plan.
(2) The 1999 Employee Stock Purchase Plan completes its semi-annual issuance of
securities on January 31st and July 31st of each year. Accordingly, there no
unissued securities under this plan to be included in this calculation.
(3) Represents 750,000 shares authorized and remaining available for issuance
under the Company's 1999 Non-Officer Stock Option Plan.
(4) Represents 10,866,138 shares remaining available for issuance under the
Company's Amended and Restated 1997 Stock Incentive Plan and 2,295,472
shares remaining available for issuance under the Company's 1999 Employee
Stock Purchase Plan.
1999 Non-Officer Stock Option Plan. In 1999, the Company implemented the
1999 Non-Officer Stock Option Plan (the "1999 Plan"), pursuant to which a total
of 750,000 shares of Common Stock have been authorized for issuance. To date no
options have been granted, or shares issued, under the 1999 Plan.
The 1999 Plan is administered by the Compensation Committee (which is
referred to as the "Plan Administrator") and is divided into two separate
components: (i) a discretionary option grant program under which eligible
individuals in the Company's employ or service may, at the discretion of the
Plan Administrator, be granted options to purchase shares of Common Stock at an
exercise price not less than 85% of the fair market value of the Common Stock on
the grant date and (ii) a stock issuance program under which such individuals
may, at the Plan Administrator's discretion, be issued shares of Common Stock
directly, through the purchase of such shares at a price not less than 100% of
the fair market value at the time of issuance or as a bonus tied to one or more
performance goals established by the Plan Administrator.
In the event that the Company decides to grant any options or issue any
shares under the 1999 Plan, the Plan Administrator will have complete discretion
to determine which eligible individuals are to receive such option grants or
stock issuances under those programs, the time or times when such option grants
or stock issuances are to be made, the number of shares subject to each such
grant or issuance, the vesting schedule to be in effect for the option grant or
stock issuance and the maximum term for which any granted option is to remain
outstanding.
12
In the event that the Company is acquired by merger or sale of
substantially all of its assets or securities possessing more than 50% of the
total combined voting power of the Company's outstanding securities, each
outstanding option under the discretionary option grant program which is not to
be assumed by the successor corporation or is otherwise to continue in effect
pursuant to the express terms of the transaction will automatically accelerate
in full, and all unvested shares under the discretionary option grant program
and stock issuance program will immediately vest, except to the extent (i) the
options are assumed in connection with the transaction or are otherwise to
continue in effect, (ii) the options are to be replaced by a cash incentive
program with specified terms and conditions, or (iii) the acceleration of the
options are subject to other limitations imposed by the Plan Administrator. The
Plan Administrator will have complete discretion to provide for accelerated
vesting of options upon (i) an acquisition of the Company, whether or not those
options are assumed or continued in effect, or (ii) the termination of the
holder's service within a designated period following an acquisition in which
those options are assumed or continued in effect. The vesting of outstanding
shares under the stock issuance program may be accelerated upon similar terms
and conditions.
The 1999 Plan will terminate on the earliest of (i) April 8, 2009, (ii) the
date on which all shares available for issuance under the 1999 Plan have been
issued as fully-vested shares, or (iii) the termination of all outstanding
options in connection with certain changes in control or ownership of the
Company.
EMPLOYMENT AGREEMENTS AND CHANGE IN CONTROL PROVISIONS
There are no employment agreements with the Company's Named Executive
Officers. The vesting of all options granted since October 1, 2001 to certain
employees of the Company at the Vice President level and above accelerate by one
year upon the occurrence of a change of control; in addition, the vesting of all
options granted since October 1, 2001 to the Chief Executive Officer and those
executives who report directly to the Chief Executive Officer accelerate in full
in the event the optionee's service with the Company is terminated (actually or
constructively) other than for misconduct within one year following the change
of control. Other than those vesting provisions, there are no agreements with
the Company's Named Executive Officers that contain a change in control
provision.
SEPARATION AGREEMENT
As of November 1, 2002, the Company entered into a separation letter
agreement with Mr. Christopher Saridakis. Under the terms of the letter
agreement, Mr. Saridakis resigned as Senior Vice President, TechSolutions, but
continued as an employee of the Company and received his regular salary until
December 2, 2002, at which time Mr. Saridakis ceased to be employed by the
Company. On December 13, 2002, Mr. Saridakis received a lump sum severance
payment of $205,833. All outstanding options held by Mr. Saridakis expired on
March 2, 2003.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On February 3, 2003, the Company entered into an agreement with Kevin Ryan,
a director and Chief Executive Officer of the Company, pursuant to which Mr.
Ryan agreed to cancel certain options to purchase shares of Common Stock. In
exchange, the Company provided Mr. Ryan with more favorable vesting provisions
for another option held by him.
On June 7, 2002, the Company entered into agreements with certain employees
of the Company, including Mr. Dwight Merriman, the Company's Chief Technology
Officer, Mr. David Rosenblatt, the Company's President and Mr. Christopher
Saridakis, the Company's former Vice President, TechSolutions, each of whom is
an executive officer of the Company, pursuant to which the employees cancelled
certain of their outstanding options in exchange for more favorable vesting
provisions for another option held by the employees.
For a more detailed description of the Company's arrangements with Messrs.
Ryan, Merriman, Rosenblatt and Saridakis, see the Report of the Compensation
Committee of the Board of Directors on page 17 of this Proxy Statement.
13
CORPORATE GOVERNANCE
The Company has long believed that good corporate governance is important
to ensure that DoubleClick is managed for the long-term benefit of its
stockholders. During the past year, the Company has been reviewing its corporate
governance policies and practices and comparing them to those suggested by
various authorities in corporate governance and the practices of other public
companies. The Company has also been reviewing the provisions of the
Sarbanes-Oxley Act of 2002, the new and proposed rules of the Securities and
Exchange Commission and the proposed new listing standards of the NASDAQ Stock
Market.
Based on the Company's review, it has taken steps to implement voluntarily
many of the proposed new rules and listing standards. In particular, the Company
has:
- established a Nominating and Corporate Governance Committee and adopted a
charter for this committee,
- adopted new charters for the Company's Audit Committee and Compensation
Committee, and
- amended its Code of Ethics, which applies to all officers, directors and
employees.
The Company's Internet address is www.doubleclick.net. The Company makes
available free of charge on its Internet Web site the Company's current
committee charters and Code of Ethics.
BOARD OF DIRECTORS MEETINGS AND COMMITTEES
The Board of Directors has responsibility for establishing broad corporate
policies and reviewing the Company's overall performance rather than day-to-day
operations. The Board's primary responsibility is to oversee the management of
the Company and, in so doing, serve the best interests of the Company and its
stockholders. The Board selects, evaluates and provides for the succession of
executive officers and, subject to stockholder election, directors. It reviews
and approves corporate objectives and strategies, and evaluates significant
policies and proposed major commitments of corporate resources. It participates
in decisions that have a potential major economic impact on DoubleClick.
Management keeps the directors informed of company activity through regular
written reports and presentations at Board and committee meetings.
The Company has a standing Audit Committee, Compensation Committee and
Nominating and Corporate Governance Committee.
Audit Committee. The Audit Committee of the Board of Directors reviews,
acts on and reports to the Board of Directors with respect to various auditing
and accounting matters, including the selection of the Company's independent
accountants, the scope of the annual audit, fees to be paid to the independent
accountants, and the reporting of the Company's independent accountants. The
Audit Committee currently consists of Messrs. W. Grant Gregory (Chair), Mark E.
Nunnelly and Don Peppers.
Compensation Committee. The Compensation Committee provides
recommendations to the Chief Executive Officer and the Board of Directors
concerning the salaries and incentive compensation of the executive officers of
the Company and the Company's other employees and consultants. The Compensation
Committee of the Board of Directors also administers the Company's stock option
plans and certain of the Company's other benefit plans. The Compensation
Committee currently consists of Messrs. W. Grant Gregory, Thomas S. Murphy and
David N. Strohm (Chair).
Nominating Commiteee and Corporate Governance Committee. The Nominating
and Corporate Governance Committee identifies and recommends individuals
qualified to become members of the Board of Directors and also develops and
recommends to the Board a set of corporate governance principles applicable to
the Company. The Nominating and Corporate Governance Committee currently
consists of Messrs. Thomas S. Murphy, Mark E. Nunnelly and David N. Strohm
(Chair). The Nominating and Corporate Governance Committee will consider for
nomination to the Board of Directors candidates suggested by the stockholders,
provided that such recommendations are delivered to the Company, with an
appropriate biographical summary, no later than the deadline for submission of
stockholder proposals. See "Stockholder Proposals" on page 21 of this Proxy
Statement.
14
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee currently consists of Messrs. W. Grant Gregory,
Thomas S. Murphy and David N. Strohm. No interlocking relationship has existed
between members of the Company's Compensation Committee and the board of
directors or compensation committee of any other company.
ATTENDANCE AT BOARD AND COMMITTEE MEETINGS
During 2002, the Board of Directors held five meetings and acted six times
by unanimous written consent. The Compensation Committee held seven meetings in
2002 and acted three times by unanimous written consent. The Audit Committee
held six meetings in 2002. The Nominating and Corporate Governance Committee
held one meeting in 2002. Each director attended or participated in 75% or more
of the meetings held by the Board of Directors and, other than Mr. Peppers who
attended four of six Audit Committee meetings, each committee member attended
75% or more of the meetings held by the committees on which he served.
15
REPORT OF THE AUDIT COMMITTEE
OF THE BOARD OF DIRECTORS
The following is the report of the Audit Committee with respect to the
Company's audited financial statements for the fiscal year ended December 31,
2002, included in the Company's Annual Report on Form 10-K. The Audit Committee
operates under a written charter adopted by the Board of Directors on April 16,
2003, which is included in this Proxy Statement as Appendix A.
MEMBERSHIP OF AUDIT COMMITTEE
The Audit Committee consists of the following members of the Company's
Board of Directors: W. Grant Gregory, Mark E. Nunnelly and Don Peppers. Each of
the members is an "independent director" under the proposed rules of the NASDAQ
Stock Market governing the qualifications of the members of audit committees.
ROLE OF AUDIT COMMITTEE AND REVIEW WITH MANAGEMENT
The Audit Committee of the Board of Directors is responsible for providing
independent, objective oversight of DoubleClick's accounting functions and
internal controls. Management has the primary responsibility for the financial
statements and the reporting process, including the system of internal control.
The Audit Committee oversees the Company's financial reporting process on behalf
of the Board of Directors, and reviews the Company's financial disclosures. In
fulfilling its oversight responsibilities, the Audit Committee reviewed the
audited financial statements in the Annual Report on Form 10-K with management
including a discussion of the quality of the accounting principles, the
reasonableness of significant judgments, and the clarity of disclosures in the
financial statements. The Audit Committee ensures that the Board of Directors
receives reports on its meetings. The Audit Committee also considers and
recommends the selection of the Company's independent accountants, reviews the
performance of the independent accountants in the annual audit and in
assignments unrelated to the audit, and reviews the independent auditors' fees.
The Audit Committee held six meetings during the fiscal year ended December
31, 2002. The meetings were designed to facilitate and encourage communication
among members of the Audit Committee and management.
REVIEW AND DISCUSSIONS WITH INDEPENDENT ACCOUNTANTS
The Audit Committee reviewed with the independent accountants, who are
responsible for expressing an opinion on the conformity of the audited financial
statements with generally accepted accounting principles, their judgments as to
the quality of the Company's accounting principles and such other matters as are
required to be discussed with the Audit Committee under generally accepted
auditing standards. The Audit Committee's review included discussion with
PricewaterhouseCoopers LLP of matters required to be discussed pursuant to
Statement on Auditing Standards No. 61 (Communication with Audit Committees)
("SAS 61"). SAS 61 requires the Company's independent accountants to discuss
with the Audit Committee, among other things, the following:
- methods to account for significant and/or unusual transactions;
- the effect of significant accounting policies in controversial or
emerging areas for which there is a lack of authoritative guidance or
consensus;
- the process used by management in formulating particularly sensitive
accounting estimates and the basis for the accountants' conclusions
regarding the reasonableness of those estimates; and
- disagreements with management over the application of accounting
principles, the basis for management's accounting estimates and the
disclosures in the financial statements.
In addition, the Audit Committee has discussed with the independent
accountants the auditors' independence from DoubleClick and its management and
considered the compatibility of non-audit services with the auditors'
independence.
16
CONCLUSION
Based on its review and discussions, the Audit Committee recommended to the
Board of Directors that the Company's audited financial statements be included
in the Company's Annual Report on Form 10-K for the fiscal year ended December
31, 2002. The Audit Committee and Board of Directors also have recommended the
selection of PricewaterhouseCoopers LLP as the Company's independent accountants
for fiscal year 2003.
THE AUDIT COMMITTEE
W. Grant Gregory
Mark E. Nunnelly
Don Peppers
17
REPORT OF THE COMPENSATION COMMITTEE
OF THE BOARD OF DIRECTORS
The Compensation Committee of the Board of Directors advises the Chief
Executive Officer and the Board of Directors on matters of the Company's
compensation philosophy and the compensation of executive officers and other
individuals compensated by the Company. The Compensation Committee is also
responsible for the administration of the Company's stock option plans under
which option grants and direct stock issuances may be made to executive
officers. The Compensation Committee has reviewed and is in accord with the
compensation paid to executive officers in 2002. The Compensation Committee
operates under a written charter adopted by the Board of Directors on April 16,
2003, which is included in this Proxy Statement as Appendix B.
GENERAL COMPENSATION POLICY. The fundamental policy of the Compensation
Committee is to provide the Company's executive officers with competitive
compensation opportunities based upon their contribution to the Company's
development and financial success and their personal performance. It is the
Compensation Committee's objective to have a portion of each executive officer's
compensation contingent upon the Company's performance as well as upon such
executive officer's own level of performance. Accordingly, the compensation
package for each executive officer is comprised of three elements: (i) base
salary, (ii) annual bonus and (iii) long-term stock-based incentive awards,
which strengthen the mutuality of interests between the executive officers and
the Company's stockholders.
FACTORS. The principal factors which the Compensation Committee considered
with respect to each executive officer's compensation package for 2002 are
summarized below. The Compensation Committee may, however, in its discretion
apply entirely different factors in advising the Chief Executive Officer and the
Board of Directors with respect to executive compensation for future years.
Base Salary. The base salary for each executive officer is subjectively
determined on the basis of the following factors: experience, personal
performance, the salary levels in effect for comparable positions within and
without the Company's industry and internal base salary comparability
considerations. The weight given to each of these factors differs from
individual to individual, as the Compensation Committee deems appropriate.
Annual Bonus. During the last year, the executive officers of the Company
were eligible for discretionary annual bonuses, as determined by the
Compensation Committee. Factors considered in determining the annual bonus were
personal performance and the Company's achievement of performance goals as
compared to a group of peer companies, which is intended to correlate to
stockholder value. The group of peer companies and the performance goals are
reviewed annually. The Compensation Committee reviews the individual executive
performance and Company targets and approves the amount of actual bonuses
awarded.
Long-Term Incentive Compensation. Long-term incentives are provided
through grants of stock options. The grants are designed to align the interests
of each executive officer with those of the stockholders and provide each
individual with a significant incentive to manage the Company from the
perspective of an owner with an equity stake in the Company. Each option
generally becomes exercisable in installments, contingent upon the executive
officer's continued employment with the Company. Accordingly, the option grant
will provide a return to the executive officer only if the executive officer
remains employed by the Company during the vesting period, and then only if the
market price of the underlying shares appreciates.
The number of shares subject to each option grant is subjectively
determined by the Compensation Committee at a level intended to create a
meaningful opportunity for stock ownership based on the executive officer's
current position with the Company, the size of comparable awards made to
individuals in similar positions within the industry, the individual's potential
for increased responsibility and promotion over the option term and the
individual's personal performance in recent periods. The Compensation Committee
also considers the number of unvested options held by the executive officer in
order to maintain an appropriate level of equity incentive for that individual.
However, the Compensation Committee does not adhere to any specific guidelines
as to the relative option holdings of the Company's executive officers. Stock
options to
18
purchase an aggregate of 1,305,750 shares of the Company's Common Stock were
granted to executive officers in 2002.
CEO COMPENSATION. The plans and policies discussed above were the basis
for the 2002 compensation of the Company's Chief Executive Officer, Kevin P.
Ryan. In advising the Board of Directors with respect to this compensation, the
Compensation Committee seeks to achieve two objectives: (i) establish a level of
base salary and bonus competitive with that paid by companies within the
Company's industry which are of comparable size to the Company and by companies
outside of the industry with which the Company competes for executive talent and
(ii) make a significant percentage of the total compensation package contingent
upon the Company's performance and stock price appreciation. In accordance with
these objectives, Mr. Ryan received a base salary of $300,000 for 2002 and a
bonus of $300,000. The Company granted 800,000 stock options to Mr. Ryan in 2002
and he currently holds a total of 2,905,600 unexercised stock options.
OPTION CANCELLATION ARRANGEMENTS. On June 7, 2002, the Company completed
voluntary stock option cancellation arrangements with sixteen of its employees,
including three of the Named Executive Officers, Mr. Dwight Merriman, Mr. David
Rosenblatt, and Mr. Christopher Saridakis and on February 3, 2003, the Company
completed a voluntary stock option cancellation arrangement with Mr. Kevin Ryan,
the Company's Chief Executive Officer. The last sale price of the Company's
Common Stock reported by the NASDAQ National Market was $7.14 per share on June
7, 2002 and was $6.24 on February 3, 2003. The purpose of these arrangements was
to provide certain option holders who were providing services to the Company
with the benefit of owning options that may provide increased value over a
shorter period of time.
The following options to purchase shares of the Company's Common Stock
granted to Mr. Merriman, totaling options to purchase 656,072 shares, were
cancelled on June 7, 2002: (i) options to purchase 600,000 shares with an
exercise price of $80.03 due to expire on November 30, 2009, (ii) options to
purchase 2,250 shares with an exercise price of $80.56 due to expire on March 1,
2010, (iii) options to purchase 50,000 shares with an exercise price of $31.38
due to expire on August 18, 2010, and (iv) options to purchase 3,822 shares with
an exercise price of $30.19 due to expire on August 21, 2010. In exchange for
cancellation of these options, the vesting schedule for Mr. Merriman's option to
purchase 140,000 shares of Common Stock granted on June 18, 2001 was amended so
that 46,667 shares vested on October 1, 2002 and the remainder vests in
substantially equal monthly installments over a 30 month period commencing
November 1, 2002. Prior to this amendment, this option would have fully vested
on June 18, 2006. There was no change to the term or exercise price of this
option. The option expires on June 18, 2011 and has an exercise price of $11.58
per share.
The following options to purchase shares of the Company's Common Stock
granted to Mr. Rosenblatt, totaling options to purchase 327,709 shares, were
cancelled on June 7, 2002: (i) options to purchase 140,000 shares with an
exercise price of $39.06 due to expire on August 2, 2009, (ii) options to
purchase 158,000 shares with an exercise price of $80.03 due to expire on
November 30, 2009, (iii) options to purchase 5,250 shares with an exercise price
of $80.56 due to expire on March 1, 2010, (iv) options to purchase 20,000 shares
with an exercise price of $31.38 due to expire on August 18, 2010 and (v) 4,459
shares with an exercise price of $30.19 due to expire on August 21, 2010. In
exchange for cancellation of these options, the vesting schedule for Mr.
Rosenblatt's option to purchase 200,000 shares of Common Stock granted on June
18, 2001 was amended so that 66,667 shares vested on October 1, 2002 and the
remainder vests in substantially equal monthly installments over a 30 month
period commencing November 1, 2002. Prior to this amendment, this option would
have fully vested on June 18, 2006. There was no change to the term or exercise
price of this option. The option expires on June 18, 2011 and has an exercise
price of $11.58 per share.
The following options to purchase shares of the Company's Common Stock
granted to Mr. Saridakis were cancelled on June 7, 2002, totaling options to
purchase 164,411 shares: (i) options to purchase 120,000 shares with an exercise
price of $39.06 due to expire on August 2, 2009, (ii) options to purchase 3,750
shares with an exercise price of $80.56 due to expire on March 1, 2010, (iii)
options to purchase 35,000 shares with an exercise price of $80.00 due to expire
on April 3, 2010, (iv) options to purchase 5,361 shares with an exercise price
of $30.19 due to expire on August 21, 2010. In exchange for cancellation of
these options, the
19
vesting schedule for Mr. Saridakis' option to purchase 60,000 shares of common
stock granted on June 18, 2001 was amended so that 20,000 shares vested on
October 1, 2002 and the remainder vests in substantially equal monthly
installments over a 30 month period commencing November 1, 2002. Prior to this
amendment, this option would have fully vested on June 18, 2006. There was no
change to the term or exercise price of these options. The option expired on
March 2, 2003, which was three months after Mr. Saridakis ceased to be employed
by the Company, and had an exercise price of $11.58.
The following options to purchase shares of Common Stock granted to Mr.
Ryan, totaling options to purchase 2,137,084 shares, were cancelled on February
3, 2003: (i) options to purchase 1,500,000 shares with an exercise price of
$80.03 due to expire on November 30, 2009, (ii) options to purchase 380,000
shares with an exercise price of $99.50 due to expire on January 6, 2010, (iii)
options to purchase 2,625 shares with an exercise price of $80.56 due to expire
on March 1, 2010, (iv) options to purchase 250,000 shares with an exercise price
of $31.38 due to expire on August 18, 2010 and (v) options to purchase 4,459
shares with an exercise price of $30.19 due to expire on August 21, 2010. In
exchange for cancellation of these options, the vesting schedule for Mr. Ryan's
option to purchase 700,000 shares of Common Stock granted on June 18, 2001 was
amended so that 311,500 shares vested on March 1, 2003 and the remainder vests
in substantially equal monthly installments over a 25 month period commencing
April 1, 2003. Prior to this amendment, this option would have fully vested on
June 18, 2006. There was no change to the term or exercise price of this option.
The option expires on June 18, 2011 and has an exercise price of $11.58 per
share.
COMPLIANCE WITH INTERNAL REVENUE CODE SECTION 162(M). Section 162(m) of
the Internal Revenue Code of 1986, as amended, generally disallows a tax
deduction to public companies for certain compensation in excess of $1 million
paid to a company's Chief Executive Officer and the four other most highly
compensated executive officers. Certain compensation, including qualified
performance-based compensation, will not be subject to the deduction limit if
certain requirements are met. The Compensation Committee reviews the potential
effect of Section 162(m) periodically and generally seeks to structure the
long-term incentive compensation granted to its executive officers through
option issuances under the Company's stock plans in a manner that is intended to
avoid disallowance of deductions under Section 162(m). Nevertheless, there can
be no assurance that compensation attributable to awards granted under the
Company's stock plans will be treated as qualified performance-based
compensation under Section 162(m). In addition, the Compensation Committee
reserves the right to use its judgment to authorize compensation payments that
may be subject to the limit when the Compensation Committee believes such
payments are appropriate and in the best interests of the Company and its
stockholders, after taking into consideration changing business conditions and
the performance of its employees.
The Compensation Committee does not expect that the compensation to be paid
to any of the Company's executive officers for 2003 will exceed the $1 million
limit per officer.
THE COMPENSATION COMMITTEE
W. Grant Gregory
Thomas S. Murphy
David N. Strohm
20
PERFORMANCE GRAPH
Set forth below is a graph comparing the cumulative total stockholder
return on the Company's Common Stock since February 20, 1998 (the day the
Company's shares commenced trading) through December 31, 2002 with the
cumulative total return for the NASDAQ Stock Market (U.S.) Index and the Amex
Interactive Week Internet Index. This graph assumes the investment of $100 on
February 20, 1998 in the Company's Common Stock, the NASDAQ Stock Market (U.S.)
Index and Amex Inter@ctive Week Internet Index and assumes all dividends are
reinvested. Measurement points are the last trading day for each respective
fiscal year.
COMPARISON OF 58 MONTH CUMULATIVE TOTAL RETURN
AMONG DOUBLECLICK INC., THE NASDAQ STOCK MARKET (U.S.) INDEX
AND AMEX INTER@CTIVE WEEK INTERNET INDEX
(PERFORMANCE GRAPH)
<Table>
<Caption>
2/20/98 12/31/98 12/31/99 12/31/00 12/31/01 12/31/02
------- -------- -------- -------- -------- --------
DoubleClick Inc.... $100 $148.33 $1,687.09 $146.67 $151.20 $ 75.47
NASDAQ Stock Market
(U.S.)............ 100 128.00 237.39 143.23 113.63 78.56
AMEX Inter@ctive
Week Internet
Index............. 100 236.47 572.63 348.94 181.34 104.89
</Table>
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires the Company's officers and
directors, and persons who own more than 10% of a registered class of the
Company's equity securities, to file reports of ownership and changes in
ownership with the Commission and the NASDAQ Stock Market. Officers, directors
and greater than 10% stockholders are required by the Commission's regulations
to furnish the Company with copies of all reports they file pursuant to Section
16(a).
Based solely on a review of the copies of such reports furnished to us, and
representations received from the Company's directors and officers in annual
questionnaires, the Company has determined that, during 2002, all filing
requirements applicable to its directors and officers were complied with except,
as follows: (1) one late report by Mr. Kevin O'Connor with respect to a Form 4
to report one sale of shares in May 2002 and (2) one late report by Mr. Court
Cunningham with respect to 380 shares held in a trust for his minor child that
were not included in his Form 3 in April 2002.
21
EXPENSES OF SOLICITATION
The Company bears all expenses incurred in connection with the solicitation
of proxies. The Company will reimburse brokers, fiduciaries and custodians for
their costs in forwarding proxy materials to beneficial owners of Common Stock
held in their names.
The Company may consider the engagement of a proxy solicitation firm. The
Company's directors, officers and employees may also solicit proxies by mail,
telephone and personal contact. They will not receive any additional
compensation for these activities.
STOCKHOLDER PROPOSALS
Stockholder Proposals for the 2004 Annual Meeting. If you are interested
in submitting a proposal for inclusion in the proxy statement for the Company's
2004 annual meeting, you need to follow the procedures outlined in Rule 14a-8 of
the Securities Exchange Act of 1934. To be eligible for inclusion, the Company
must receive your stockholder proposal intended for inclusion in the proxy
statement for the 2004 annual meeting of stockholders at the address noted below
no later than December 20, 2003.
Advance Notice Procedures. The Company's by-laws require stockholders to
give advance notice of any stockholder nominations of Directors and of any other
matter stockholders wish to present for action at an annual meeting of
stockholders (other than matters to be included in the Company's proxy
statement, which are discussed in the previous paragraph). The required notice
must be given within a prescribed time frame, which is generally calculated by
reference to the date of the proxy statement relating to the Company's most
recent annual meeting. Accordingly, with respect to the Company's 2004 annual
meeting of stockholders, the by-laws would require notice to be provided to the
Company's Secretary at the Company's principal offices no earlier than November
20, 2003 and no later than December 20, 2003. If a stockholder fails to provide
timely notice of a proposal to be presented at the 2004 annual meeting, the
proxies designated by the Board of Directors of the Company will have
discretionary authority to vote on any such proposal that may come before the
meeting.
OTHER MATTERS
The Board of Directors knows of no matters that are to be presented for
action at the Annual Meeting other than those set forth above. If any other
matters properly come before the Annual Meeting, the persons named in the
enclosed form of proxy will vote the shares represented by proxies in accordance
with their best judgment on such matters.
Householding of Annual Meeting Materials. Some banks, brokers and other
nominee record holders may be participating in the practice of "householding"
proxy statements and annual reports. This means that only one copy of the
Company's Proxy Statement or annual report may have been sent to multiple
shareholders in your household. The Company will promptly deliver a separate
copy of either document to you if you call or write the Company at:
DoubleClick Inc.
450 West 33(rd) Street
New York, NY 10001
Attn: Investor Relations
212-683-0001
If you want to receive separate copies of the annual report and this Proxy
Statement in the future, or if you are receiving multiple copies and would like
to receive only one copy for your household, you should contact your bank,
broker, or other nominee record holder, or you may contact the Company at the
above address and phone number.
ELECTRONIC VOTING
If you own your shares of Common Stock of record, you may authorize the
voting of your shares over the Internet at <www.proxyvote.com> or telephonically
by calling 1-800-690-6903 and by following the
22
instructions on the enclosed proxy card. Authorization submitted over the
Internet or by telephone must be received by 11:59 P.M. on May 27, 2003.
Use of these Internet or telephonic voting procedures constitutes your
authorization of Automotive Data Processing, Inc. (ADP) to deliver a proxy card
on your behalf to vote at the Annual Meeting in accordance with your Internet or
telephonically communicated instructions.
If the shares you own are held in "street name" by a bank or brokerage
firm, your bank or brokerage firm will provide a vote instruction form to you
with this Proxy Statement, which you may use to direct how your shares will be
voted. Many banks and brokerage firms also offer the option of voting over the
Internet or by telephone, instructions for which would be provided by your bank
or brokerage firm on your vote instruction form.
By Order of the Board of Directors
Kevin P. Ryan
Chief Executive Officer and Director
April 18, 2003
MANAGEMENT HOPES THAT STOCKHOLDERS WILL ATTEND THE MEETING. WHETHER OR NOT YOU
PLAN TO ATTEND, YOU ARE URGED TO COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED
PROXY CARD IN THE ACCOMPANYING ENVELOPE (TO WHICH NO POSTAGE NEED BE AFFIXED IF
MAILED IN THE UNITED STATES OR CANADA), OR FOLLOW THE INSTRUCTIONS PROVIDED FOR
VOTING BY PHONE OR VIA THE INTERNET, IF APPLICABLE. A PROMPT RESPONSE WILL
GREATLY FACILITATE ARRANGEMENTS FOR THE MEETING AND YOUR COOPERATION WILL BE
APPRECIATED. STOCKHOLDERS WHO ATTEND THE MEETING MAY VOTE THEIR STOCK PERSONALLY
EVEN THOUGH THEY HAVE SENT IN THEIR PROXIES.
23
APPENDIX A
DOUBLECLICK INC.
AUDIT COMMITTEE CHARTER
A. PURPOSE
The purpose of the Audit Committee is to assist the Board of Directors'
oversight of:
- the integrity of the Company's financial statements;
- the independent auditor's qualifications and independence;
- the reporting of the Company's independent auditors; and
- the accounting functions and internal controls of the Company.
B. STRUCTURE AND MEMBERSHIP
1. Number. The Audit Committee shall consist of at least three members of
the Board of Directors.
2. Independence. Except as otherwise permitted by the applicable rules of
the NASDAQ Stock Market and Section 301 of the Sarbanes-Oxley Act of
2002 (and the applicable rules thereunder), each member of the Audit
Committee shall be "independent" as defined by such rules and Act.
3. Financial Literacy. Each member of the Audit Committee shall be able
to read and understand fundamental financial statements, including the
Company's balance sheet, income statement, and cash flow statement, at
the time of his or her appointment to the Audit Committee. Unless
otherwise determined by the Board of Directors and as permitted by the
NASDAQ Stock Market, the Sarbanes-Oxley Act of 2002 (and the applicable
rules thereunder) or other applicable law or regulation (in which case
disclosure of such determination shall be made in the Company's annual
report filed with the Securities and Exchange Commission (the "SEC")),
at least one member of the Audit Committee shall be a "financial
expert" (as defined by applicable NASDAQ and SEC rules).
4. Chair. Unless the Board of Directors elects a Chair of the Audit
Committee, the Audit Committee shall elect a Chair by majority vote.
5. Compensation. The compensation of Audit Committee members shall be as
determined by the Board of Directors. No member of the Audit Committee
may receive any compensation from the Company other than fees paid in
his or her capacity as a member of the Board of Directors or a
committee of the Board.
6. Selection and Removal. Members of the Audit Committee shall be
appointed by the Board of Directors. The Board of Directors may remove
members of the Audit Committee from such committee, with or without
cause.
C. AUTHORITY AND RESPONSIBILITIES
GENERAL
The Audit Committee shall discharge its responsibilities, and shall assess
the information provided by the Company's management and the independent
auditor, in accordance with its business judgment. Management is responsible for
the preparation, presentation, and integrity of the Company's financial
statements and for the appropriateness of the accounting principles and
reporting policies that are used by the Company. The independent auditors are
responsible for auditing the Company's financial statements and for reviewing
the Company's unaudited interim financial statements. The authority and
responsibilities set forth in this Charter do not reflect or create any duty or
obligation of the Audit Committee to plan or conduct any audit, to determine or
certify that the Company's financial statements are complete, accurate, fairly
presented, or in accordance with generally accepted accounting principles or
applicable law, or to guarantee the independent auditor's report.
A-1
OVERSIGHT OF INDEPENDENT AUDITORS
1. Selection. The Audit Committee shall be solely and directly
responsible for appointing, evaluating and, when necessary, terminating
the independent auditor. The Audit Committee may, in its discretion,
seek stockholder ratification of the independent auditor it appoints.
2. Independence. The Audit Committee shall take, or recommend that the
full Board of Directors take, appropriate action to oversee the
independence of the independent auditor. In connection with this
responsibility, the Audit Committee shall obtain and review a formal
written statement from the independent auditor describing all
relationships between the independent auditor and the Company,
including the disclosures required by Independence Standards Board
Standard No. 1. In addition, the Audit Committee shall confirm the
regular rotation of the lead audit partner and reviewing partner as
required by Section 203 of the Sarbanes-Oxley Act of 2002. The Audit
Committee shall actively engage in dialogue with the independent
auditor concerning any disclosed relationships or services that might
impact the objectivity and independence of the auditor.
3. Compensation. The Audit Committee shall have sole and direct
responsibility for setting the compensation of the independent auditor.
The Audit Committee is empowered, without further action by the Board
of Directors, to cause the Company to pay the compensation of the
independent auditor established by the Audit Committee.
4. Preapproval of Services. The Audit Committee shall preapprove all
services (audit and non-audit) to be provided to the Company by the
independent auditor; provided, however, that de minimis non-audit
services may instead be approved in accordance with applicable SEC
rules.
5. Oversight. The independent auditor shall report directly to the Audit
Committee and the Audit Committee shall have sole and direct
responsibility for overseeing the independent auditor, including
resolution of disagreements between Company management and the
independent auditor regarding financial reporting. In connection with
its oversight role, the Audit Committee shall, from time to time as
appropriate, obtain and review the reports required to be made by the
independent auditor regarding:
-- critical accounting policies and practices;
-- alternative treatments of financial information within generally
accepted accounting principles that have been discussed with Company
management, including ramifications of the use of such alternative
disclosures and treatments, and the treatment preferred by the
independent auditor; and
-- other material written communications between the independent auditor
and Company management.
REVIEW OF AUDITED FINANCIAL STATEMENTS
6. Discussion of Audited Financial Statements. The Audit Committee shall
review and discuss with the Company's management and independent
auditor the Company's audited financial statements, including the
matters about which Statement on Auditing Standards No. 61
(Codification of Statements on Auditing Standards, AU sec.380) requires
discussion.
7. Recommendation to Board Regarding Financial Statements. The Audit
Committee shall consider whether it will recommend to the Board of
Directors that the Company's audited financial statements be included
in the Company's Annual Report on Form 10-K.
8. Audit Committee Report. The Audit Committee shall prepare for a report
inclusion where necessary in a proxy or information statement of the
Company relating to an annual meeting of security holders.
A-2
REVIEW OF OTHER FINANCIAL DISCLOSURES
9. Independent Auditor Review of Interim Financial Statements. The Audit
Committee shall direct the independent auditor to use its best efforts
to perform all reviews of interim financial information prior to
disclosure by the Company of such information and to discuss promptly
with the Audit Committee and the Chief Financial Officer any matters
identified in connection with the auditor's review of interim financial
information which are required to be discussed by Statement on Auditing
Standards Nos. 61, 71 and 90. The Audit Committee shall direct
management to advise the Audit Committee in the event that the Company
proposes to disclose interim financial information prior to completion
of the independent auditor's review of interim financial information.
CONTROLS AND PROCEDURES
10. Oversight. The Audit Committee shall coordinate the Board of
Director's oversight of the Company's internal accounting controls,
the Company's disclosure controls and procedures and the Company's
code of conduct. The Audit Committee shall receive and review the
reports of the Chief Executive Officer and Chief Financial Officer
required by Section 302 of the Sarbanes-Oxley Act of 2002 (and the
applicable rules thereunder) and Rule 13a-14 of the Exchange Act.
11. Procedures for Complaints. The Audit Committee shall establish
procedures for (i) the receipt, retention and treatment of complaints
received by the Company regarding accounting, internal accounting
controls or auditing matters; and (ii) the confidential, anonymous
submission by employees of the Company of concerns regarding
questionable accounting or auditing matters.
12. Related-Party Transactions. The Audit Committee shall review all
related party transactions on an ongoing basis and all such
transactions must be approved by the Audit Committee.
13. Additional Powers. The Audit Committee shall have such other duties
as may be delegated from time to time by the Board of Directors.
D. PROCEDURES AND ADMINISTRATION
1. Meetings. The Audit Committee shall meet (in person or by telephonic
meeting) as often as it deems necessary in order to perform its
responsibilities. The Audit Committee may also act by unanimous written
consent in lieu of a meeting. The Audit Committee periodically shall
meet separately with: (i) the Company's independent auditor and (ii)
Company management. The Audit Committee shall keep such records of its
meetings as it shall deem appropriate.
2. Subcommittees. The Audit Committee may form and delegate authority to
one or more subcommittees (including a subcommittee consisting of a
single member), as it deems appropriate from time to time under the
circumstances. Any decision of a subcommittee to preapprove audit or
non-audit services shall be presented to the full Audit Committee at
its next scheduled meeting.
3. Reports to Board. The Audit Committee shall ensure that the Board of
Directors receives regular reports of the Audit Committee's meetings.
4. Charter. At least annually, the Audit Committee shall review and
reassess the adequacy of this Charter and recommend any proposed
changes to the Board for approval.
5. Independent Advisors. The Audit Committee shall have the authority to
engage and determine funding for such independent legal, accounting and
other advisors as it deems necessary or appropriate to carry out its
responsibilities. Such independent advisors may be the regular advisors
to the Company. The Audit Committee is empowered, without further
action by the Board of Directors, to cause the Company to pay the
compensation of such advisors as established by the Audit Committee.
6. Investigations. The Audit Committee shall have the authority to
conduct or authorize investigations into any matters within the scope
of its responsibilities as it shall deem appropriate, including the
authority to request any officer, employee or advisor of the Company to
meet with the Audit Committee or any advisors engaged by the Audit
Committee.
A-3
APPENDIX B
DOUBLECLICK INC.
COMPENSATION COMMITTEE CHARTER
A. PURPOSE
The purpose of the Compensation Committee is (i) to discharge the
responsibilities of the Board of Directors of DoubleClick Inc. (the "Company")
relating to compensation of the Company's executive officers and (ii) to provide
oversight of the Company's benefit, perquisite and employee equity programs.
B. STRUCTURE AND MEMBERSHIP
1. Number. The Compensation Committee shall consist of at least two
members of the Board of Directors.
2. Independence. Except as otherwise permitted by the applicable rules of
the NASDAQ Stock Market, each member of the Compensation Committee shall
be an "independent director" as defined by the applicable rules of the
NASDAQ Stock Market.
3. Chair. Unless the Board of Directors elects a Chair of the Compensation
Committee, the Compensation Committee shall elect a Chair by majority
vote.
4. Compensation. The compensation of Compensation Committee members shall
be as determined by the Board of Directors.
5. Selection and Removal. Members of the Compensation Committee shall be
appointed by the Board of Directors. The Board of Directors may remove
members of the Compensation Committee from such committee, with or
without cause.
C. AUTHORITY AND RESPONSIBILITIES
GENERAL
The Compensation Committee shall discharge its responsibilities, and shall
assess the information provided by the Company's management, in accordance with
its business judgment.
COMPENSATION MATTERS
1. CEO Compensation. The Compensation Committee shall annually review and
approve corporate goals and objectives relevant to the compensation of
the Company's Chief Executive Officer (the "CEO"), evaluate the CEO's
performance in light of those goals and objectives, and set the CEO's
compensation level based on this evaluation.
2. Executive Officer Compensation. The Compensation Committee shall review
and approve executive officer (including CEO) compensation, including
salary, bonus and incentive compensation levels; deferred compensation;
executive perquisites; equity compensation (including awards to induce
employment); severance arrangements; change-in-control benefits and
other forms of executive officer compensation. The Compensation
Committee shall meet without the presence of executive officers when
approving CEO compensation but may, in its discretion, invite other
executive officers to be present during approval of another executive
officer's compensation.
3. Plan Recommendations and Approvals. The Compensation Committee shall
periodically review and make recommendations to the Board of Directors
with respect to incentive-compensation plans and equity-based plans. In
addition to any recommendation provided by the Compensation Committee to
the full Board of Directors, the Compensation Committee shall approve
any tax-qualified, non-discriminatory employee benefit plans (and any
parallel nonqualified plans) for which
B-1
stockholder approval is not sought and pursuant to which options or
stock may be acquired by officers, directors, employees or consultants
of the Company.
4. Incentive Plan Administration. The Compensation Committee shall
exercise all rights, authority and functions of the Board of Directors
under all of the Company's stock option, stock incentive, employee stock
purchase and other equity-based plans, including without limitation, the
authority to interpret the terms thereof, to grant options thereunder
and to make stock awards thereunder; provided, however, that, except as
otherwise expressly authorized to do so by a plan or resolution of the
Board of Directors, the Compensation Committee shall not be authorized
to amend any such plan. To the extent permitted by applicable law and
the provisions of a given equity-based plan, and consistent with the
requirements of applicable law and such equity-based plan, the
Compensation Committee may delegate to one or more executive officers of
the Company the power to grant options or other stock awards pursuant to
such equity-based plan to employees of the Company or any subsidiary of
the Company who are not directors or executive officers of the Company.
5. Director Compensation. The Compensation Committee shall periodically
review and make recommendations to the Board of Directors with respect
to director compensation.
6. Compensation Committee Report on Executive Compensation. The
Compensation Committee shall prepare a report for inclusion where
necessary in a proxy or information statement of the Company relating to
an annual meeting of security holders.
7. Compensation Committee Report on Repricing of Options/SARs. If during
the last fiscal year of the Company (while the Company was a reporting
company pursuant to Section 13(a) or 15(d) of the Securities Exchange
Act of 1934, as amended, and the rules and regulations thereunder (the
"Exchange Act")) any adjustment or amendment was made to the exercise
price of any stock option or stock appreciation right previously awarded
to a "named executive officer" (as such term is defined from time to
time in Item 402(a)(3) of Regulation S-K), the Compensation Committee
shall furnish the report required by Item 402(i) of Regulation S-K.
8. Additional Powers. The Compensation Committee shall take such other
action with respect to compensation matters as may be delegated from
time to time by the Board of Directors.
D. PROCEDURES AND ADMINISTRATION
1. Meetings. The Compensation Committee shall meet (in person or by
telephonic meeting) as often as it deems necessary in order to perform
its responsibilities, but at least twice per year. The Compensation
Committee may also act by unanimous written consent in lieu of a
meeting. The Compensation Committee shall keep such records of its
meetings as it shall deem appropriate.
2. Subcommittees. The Compensation Committee may form and delegate
authority to one or more subcommittees as it deems appropriate from time
to time under the circumstances (including (a) a subcommittee consisting
of a single member and (b) a subcommittee consisting of at least two
members, each of whom qualifies as a "non-employee director," as such
term is defined from time to time in Rule 16b-3 promulgated under the
Exchange Act, and an "outside director," as such term is defined from
time to time in Section 162(m) of the Internal Revenue Code of 1986, as
amended, and the rules and regulations thereunder).
3. Reports to Board. The Compensation Committee shall ensure that the
Board of Directors receives regular reports of the Compensation
Committee's meetings.
4. Charter. The Compensation Committee shall periodically review and
reassess the adequacy of this Charter and recommend any proposed changes
to the Board of Directors for approval.
5. Consulting Arrangements. The Compensation Committee shall have the
authority to retain and terminate any compensation consultant to be used
to assist in the evaluation of executive officer compensation and shall
have authority to approve the consultant's fees and other retention
terms. The Compensation Committee shall also have authority to
commission compensation surveys or
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studies as the need arises. The Compensation Committee is empowered,
without further action by the Board of Directors, to cause the Company
to pay the compensation of such consultants as established by the
Compensation Committee.
6. Independent Advisors. The Compensation Committee shall have the
authority, without further action by the Board of Directors, to engage
and determine funding for such independent legal, accounting and other
advisors as it deems necessary to carry out its responsibilities. Such
independent advisors may be the regular advisors to the Company. The
Compensation Committee is empowered, without further action by the Board
of Directors, to cause the Company to pay the compensation of such
advisors as established by the Compensation Committee.
7. Investigations. The Compensation Committee shall have the authority to
conduct or authorize investigations into any matters within the scope of
its responsibilities as it shall deem appropriate, including the
authority to request any officer, employee or advisor of the Company to
meet with the Compensation Committee or any advisors engaged by the
Compensation Committee.
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APPENDIX C
FORM OF PROXY
DOUBLECLICK INC.
---------------------
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS
MAY 28, 2003
(THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF THE COMPANY)
The undersigned stockholder of DoubleClick Inc. hereby appoints Kevin P.
Ryan and Bruce D. Dalziel, and each of them, with full power of substitution,
proxies to vote the shares of stock which the undersigned could vote if
personally present at the Annual Meeting of Stockholders of DoubleClick Inc. to
be held at the Company's principal offices located at 450 West 33rd Street, 12th
Floor, New York, New York at 9:00 a.m. (New York time).
1. ELECTION OF DIRECTORS (for terms as described in the Proxy Statement)
NOMINEES: W. Grant Gregory and Don Peppers
[ ] FOR ALL [ ] WITHHOLD ALL [ ] FOR ALL EXCEPT:
INSTRUCTION: To withhold authority to vote, mark "FOR ALL EXCEPT" and write
the nominee's name(s) on the space provided below.
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2. RATIFICATION OF SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS
[ ] FOR [ ] AGAINST [ ] ABSTAIN
the proposal to ratify the selection of PricewaterhouseCoopers LLP,
independent public accountants, as auditors of the Company as described in
the Proxy Statement.
3. IN THEIR DISCRETION UPON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE
MEETING.
UNLESS OTHERWISE SPECIFIED, THIS PROXY WILL BE VOTED FOR PROPOSALS 1 AND 2.
Please date and sign exactly as your name appears on the envelope in which this
material was mailed. If shares are held jointly, each stockholder should sign.
Executors, administrators, trustees, etc. should use full title and, if more
than one, all should sign. If the stockholder is a corporation, please sign full
corporate name by an authorized officer. If the stockholder is a partnership or
limited liability company, please sign full entity name by an authorized person.
<Table>
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Name(s) of Stockholder
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Signature(s) of Stockholder
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Dated
</Table>
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