SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_} Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2)
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_} Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
DOW JONES & COMPANY, INC.
(Name of Registrant as Specified In Its Certificate)
(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)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
[LOGO] DOW JONES Notice of 2002
Annual Meeting and
Proxy Statement
Dow Jones & Company
Dow Jones & Company, Inc.
P.O. Box 300, Princeton, New Jersey 08543-0300
To Our Stockholders:
You are cordially invited to attend the 2002 Annual Meeting of Stockholders of
Dow Jones & Company, Inc., which will be held on Wednesday, April 17, 2002 at
11:00 a.m. at:
The Regent Ballroom
The Regent Wall Street
55 Wall Street
New York, New York
Discussions of Company affairs at past Annual Meetings have generally been
interesting and useful. I hope you will be able to attend.
This year, you are being asked to act upon the election of five directors and
the approval of the appointment of PricewaterhouseCoopers LLP as auditors for
2002. The Board of Directors recommends a vote FOR the election of directors
and FOR the approval of the appointment of PricewaterhouseCoopers LLP.
These matters are discussed in greater detail in the accompanying proxy
statement.
Regardless of the number of shares you own and whether or not you plan to
attend, it is important that your shares are represented and voted at the
meeting. You are requested either to sign, date and return the enclosed proxy
or to vote by telephone or via the Internet pursuant to the instructions in
this proxy statement promptly. If you do attend the Annual Meeting, you may
still vote in person if you desire.
Sincerely yours,
/s/ Peter R. Kann
Peter R. Kann
Chairman of the Board
March 15, 2002
Dow Jones & Company, Inc.
P.O. Box 300, Princeton, New Jersey 08543-0300
Notice of 2002 Annual Meeting of Stockholders to be held Wednesday, April 17,
2002
To the Stockholders of
DOW JONES & COMPANY, INC.
NOTICE IS HEREBY GIVEN that the 2002 Annual Meeting of Stockholders of Dow
Jones & Company, Inc. will be held at The Regent Ballroom, The Regent Wall
Street, 55 Wall Street, New York, New York on Wednesday, April 17, 2002 at
11:00 a.m. for the purposes of:
1. Electing five directors to hold office until 2005;
2. Approving the appointment of PricewaterhouseCoopers LLP, independent
certified public accountants, as auditors for 2002; and
3. Transacting such other business as may properly come before the meeting.
Your attention is directed to the accompanying proxy statement for further
information with respect to the matters to be acted upon at the meeting.
Stockholders of record at the close of business on February 22, 2002 are
entitled to notice of and to vote at the meeting. A list of such stockholders
will be open to the examination of any stockholder for any purpose germane to
the meeting for a period of ten days prior to the meeting at the Company's
offices, 4300 North Route 1, South Brunswick, New Jersey. Please note that the
Company's principal offices, located at the World Financial Center, 200 Liberty
Street, New York, New York have been temporarily closed since September 11,
2001 and remain closed as of the mailing date of this proxy statement.
Stockholders are requested to complete, date, sign and return the enclosed
proxy in the enclosed postage prepaid envelope or to vote by telephone or via
the Internet pursuant to the instructions in this proxy statement. Until your
proxy is voted you may revoke it by delivery to the Company of a subsequently
executed proxy or a written notice of revocation or by executing a later-voted
proxy by telephone or via the Internet. Your prompt response will be
appreciated.
By order of the Board of Directors,
/s/ Peter G. Skinner
Peter G. Skinner
Secretary
March 15, 2002
Dow Jones & Company, Inc.
P.O. Box 300, Princeton, New Jersey 08543-0300
Proxy Statement
2002 Annual Meeting of Stockholders to be held Wednesday, April 17, 2002
Solicitation and Revocation of Proxies
This proxy statement is furnished in connection with the solicitation on behalf
of the Board of Directors of Dow Jones & Company, Inc. of proxies for use at
the Annual Meeting of Stockholders to be held at 11:00 a.m. on Wednesday, April
17, 2002 at The Regent Ballroom, The Regent Wall Street, 55 Wall Street, New
York, New York for the purposes set forth in the accompanying Notice of Annual
Meeting of Stockholders.
Registered stockholders may vote by: (i) executing and returning the
enclosed proxy card; (ii) calling the toll-free phone number specified on the
proxy card; or (iii) voting via the Internet at the web site specified on the
proxy card. Registered stockholders who elect to vote by telephone or via the
Internet need not return their proxy card. Stockholders whose shares are held
in the name of a bank or broker must follow the voting instructions on the form
they receive from their bank or broker. Although most banks and brokers now
offer telephone and Internet voting, availability and specific processes will
depend on their voting arrangements.
Each proxy will be voted in accordance with the stockholder's instructions
with respect to (i) the election of directors and (ii) approving the
appointment of PricewaterhouseCoopers LLP as auditors for 2002. If no such
instructions are specified, the proxies will be voted FOR the election of each
person nominated for election as a director and FOR the approval of the
appointment of PricewaterhouseCoopers LLP.
Until a proxy is voted it may be revoked by a stockholder by delivery to the
Secretary of the Company at the above address of a subsequently executed proxy
or a written notice of revocation or by executing a later-voted proxy by
telephone or via the Internet. The cost of preparing and mailing this proxy
statement and proxies will be borne by the Company. Proxies may be solicited by
officers, directors and regular employees of the Company by mail, telephone and
personal solicitation, and no additional compensation will be paid to such
individuals. The Company may also reimburse brokers and other persons holding
stock in their names or in the names of their nominees for their charges and
expenses in forwarding proxies and proxy material to the beneficial owners of
such stock. In addition, the Company has retained D.F. King & Co., Inc., 77
Water Street, New York, New York 10005 to aid in the solicitation of proxies by
mail, telephone, telecopy and personal solicitation and will request brokerage
houses and other nominees, fiduciaries and custodians to forward soliciting
materials to beneficial owners of the Company's Common Stock and Class B Common
Stock. For these services, the Company will pay D.F. King & Co., Inc. a fee of
$10,000, plus expenses.
---------------------------------------------------
Common Stock Outstanding
At the close of business on February 22, 2002 there were outstanding and
entitled to vote 63,374,216 shares of Common Stock and 20,890,619 shares of
Class B Common Stock of the Company. Each share of Common Stock is entitled to
one vote. Each share of Class B Common Stock is entitled to ten votes. The
Common Stock, voting separately as a class, is entitled to elect two directors
to be elected at the meeting to serve a three-year term expiring in 2005. The
Common Stock and the Class B Common Stock vote together with respect to the
election of three directors to be elected at the meeting to serve a three-year
term expiring in 2005 and all other matters submitted to the stockholders.
Security Ownership of Certain Beneficial Owners
The following table sets forth information, as of January 17, 2002 (except as
otherwise indicated), with respect to the number of shares of Common Stock and
Class B Common Stock owned by the only persons who were known by the Company to
own beneficially more than 5% of the outstanding Common Stock or Class B Common
Stock.
Shares
Beneficially
Name and Address of Beneficial Owner Owned(a) Percent of Class
--------------------------------------------------------------------------
Christopher Bancroft Common 2,281,405(b) 3.6%
c/o Holme Roberts & Owen LLP Class B 3,820,360(b) 18.3%
1700 Lincoln Street
Denver, Colorado 80203
--------------------------------------------------------------------------
Capital Research & Management Co. Common 6,260,100(c) 9.9%
333 South Hope Street
Los Angeles, California 90071
--------------------------------------------------------------------------
Judson W. Detrick Common 2,699,966(d) 4.3%
Holme Roberts & Owen LLP Class B 2,352,167(d) 11.3%
1700 Lincoln Street
Denver, Colorado 80203
--------------------------------------------------------------------------
Michael B. Elefante Common 5,026,666(d) 7.9%
Hemenway & Barnes Class B 4,525,438(d) 21.7%
60 State Street
Boston, Massachusetts 02109
--------------------------------------------------------------------------
Timothy F. Fidgeon Common 763,904(d) 1.2%
Hemenway & Barnes Class B 2,705,353(d) 12.9%
60 State Street
Boston, Massachusetts 02109
--------------------------------------------------------------------------
Roy A. Hammer Common 9,870,721(d) 15.6%
Hemenway & Barnes Class B 9,992,291(d) 47.8%
60 State Street
Boston, Massachusetts 02109
--------------------------------------------------------------------------
Lynn P. Hendrix Common 2,699,286(d) 4.3%
Holme Roberts & Owen LLP Class B 2,351,117(d) 11.3%
1700 Lincoln Street
Denver, Colorado 80203
--------------------------------------------------------------------------
Jane C. MacElree Common 5,288,705(e) 8.3%
c/o Hemenway & Barnes Class B 3,702,433(e) 17.7%
60 State Street
Boston, Massachusetts 02109
--------------------------------------------------------------------------
Rod B. MacLeod Common 2,674,472(d) 4.2%
MacLeod & McGinness Class B 1,379,868(d) 6.6%
1800 Second Street, Suite 971
Sarasota, Florida 34236
--------------------------------------------------------------------------
Christopher H. Ottaway Common 1,137,805(f) 1.8%
c/o Ottaway Newspapers, Inc. Class B 1,238,150(f) 5.9%
Post Office Box 401
Campbell Hall, New York 10916
--------------------------------------------------------------------------
2
Shares Beneficially
Name and Address of Beneficial Owner Owned(a) Percent of Class
--------------------------------------------------------------------------
James H. Ottaway, Jr. Common 1,822,543(g) 2.9%
c/o Ottaway Newspapers, Inc. Class B 1,266,289(g) 6.1%
Post Office Box 401
Campbell Hall, New York 10916
--------------------------------------------------------------------------
Mary H. Ottaway Common 1,207,002(h) 1.9%
c/o Ottaway Newspapers, Inc. Class B 1,243,610(h) 6.0%
Post Office Box 401
Campbell Hall, New York 10916
--------------------------------------------------------------------------
Lawrence T. Perera Common 2,080,550(d) 3.3%
Hemenway & Barnes Class B 3,477,000(d) 16.6%
60 State Street
Boston, Massachusetts 02109
--------------------------------------------------------------------------
Michael J. Puzo Common 89,597(d) 0.1%
Hemenway & Barnes Class B 2,134,058(d) 10.2%
60 State Street
Boston, Massachusetts 02109
--------------------------------------------------------------------------
Thomas A. Richardson Common 2,647,166(d) 4.2%
Holme Roberts & Owen LLP Class B 2,012,237(d) 9.6%
1700 Lincoln Street
Denver, Colorado 80203
--------------------------------------------------------------------------
State Street Bank & Trust Company Common 4,926,558(i) 7.8%
225 Franklin Street Class B 3,176,573(i) 15.2%
Boston, Massachusetts 02110
--------------------------------------------------------------------------
Elizabeth Steele Common 3,879,679(j) 6.1%
c/o Hemenway & Barnes Class B 2,147,325(j) 10.3%
60 State Street
Boston, Massachusetts 02109
--------------------------------------------------------------------------
Bayne Stevenson Common 3,292,433(d) 5.2%
c/o Hemenway & Barnes Class B 1,735,555(d) 8.3%
60 State Street
Boston, Massachusetts 02109
--------------------------------------------------------------------------
(a) Except as otherwise indicated, the beneficial owner has sole voting and
investment power.
(b) Includes 2,080,000 shares of Common Stock and 3,477,000 shares of Class B
Common Stock held by Mr. Bancroft as trustee, as to which he shares voting and
investment power with other trustees, including Messrs. Hammer and Perera. Also
includes 201,405 shares of Common Stock and 343,360 shares of Class B Common
Stock held by Mr. Bancroft as trustee of a revocable trust, as to which he
shares voting and investment power with other trustees, including Messrs.
Richardson, Detrick and Hendrix. Mr. Bancroft could acquire sole voting and
investment power over such shares if he were to revoke the trust.
(c) Capital Research & Management Co. held all of these shares as an investment
adviser and had sole investment power over all of these shares and no voting
power over any of these shares. This information is based solely on a Schedule
13G filed with the SEC on February 11, 2002.
(d) Includes shares held as trustee, as to which voting and investment power is
shared with other trustees (including other persons named above), by the
following persons, each of whom
3
disclaims beneficial ownership of such shares: Mr. Detrick--2,699,966 shares of
Common Stock and 2,352,117 shares of Class B Common Stock; Mr.
Elefante--5,026,666 shares of Common Stock and 4,525,438 shares of Class B
Common Stock; Mr. Fidgeon--763,904 shares of Common Stock and 2,705,353 shares
of Class B Common Stock; Mr. Hammer--9,870,421 shares of Common Stock and
9,992,291 shares of Class B Common Stock; Mr. Hendrix--2,699,286 shares of
Common Stock and 2,351,117 shares of Class B Common Stock; Mr.
MacLeod--2,674,472 shares of Common Stock and 1,379,868 shares of Class B
Common Stock; Mr. Perera--2,080,550 shares of Common Stock and 3,477,000 shares
of Class B Common Stock; Mr. Puzo--89,597 shares of Common Stock and 2,134,058
shares of Class B Common Stock; Mr. Richardson--2,647,166 shares of Common
Stock and 2,012,237 shares of Class B Common Stock; and Mr.
Stevenson--3,272,454 shares of Common Stock and 1,726,757 shares of Class B
Common Stock. Also includes 300 shares of Common Stock held by a revocable
trust for the benefit of Mr. Hammer, as to which he could acquire sole voting
and investment power if he were to revoke the trust.
(e) Includes 4,475,160 shares of Common Stock and 3,174,455 shares of Class B
Common Stock held by Mrs. MacElree as trustee, as to which she shares voting
and investment power with other trustees, including Mr. Elefante with respect
to 4,428,093 shares of Common Stock and 3,012,557 shares of Class B Common
Stock; Mr. Hammer with respect to 4,428,093 shares of Common Stock and
3,012,557 shares of Class B Common Stock; Mr. Puzo with respect to 46,900
shares of Common Stock and 161,800 shares of Class B Common Stock; and Mr.
Fidgeon with respect to 138,350 shares of Class B Common Stock. Also includes
738,424 shares of Common Stock and 526,393 shares of Class B Common Stock held
by Mrs. MacElree as trustee of a revocable trust, as to which she shares voting
and investment power with other trustees, including Mr. Fidgeon. Mrs. MacElree
could acquire sole voting and investment power over such shares if she were to
revoke the trust. Also includes 5,121 shares of Common Stock and 1,585 shares
of Class B Common Stock owned by Ms. MacElree's spouse.
(f) Includes 51,308 shares of Common Stock beneficially owned by Mr. Ottaway as
managing partner of a private investment company. Also includes 1,086,497
shares of Common Stock and 1,238,150 shares of Class B Common Stock held as
trustee, as to which voting and investment power is shared with other trustees,
including: Mr. James H. Ottaway, Jr.--1,086,497 shares of Common Stock and
1,238,150 shares of Class B Common Stock and Mary H. Ottaway--1,041,674 shares
of Common Stock and 1,226,810 shares of Class B Common Stock.
(g) Includes 77,267 shares of Common Stock subject to options and 51,308 shares
of Common Stock beneficially owned by Mr. Ottaway as managing partner of a
private investment company. Also includes 1,555,474 shares of Common Stock and
1,260,180 shares of Class B Common Stock held as trustee, as to which voting
and investment power is shared with other trustees including: Mr. Christopher
H. Ottaway--1,086,497 shares of Common Stock and 1,238,150 shares of Class B
Common Stock and Mary H. Ottaway--1,080,252 shares of Common Stock and
1,238,150 shares of Class B Common Stock. Also includes 126,750 shares of
Common Stock and 5,460 shares of Class B Common Stock owned by Mr. Ottaway's
spouse, Mary H. Ottaway. See footnote (h).
(h) Includes 1,080,252 shares of Common Stock and 1,238,150 shares of Class B
Common Stock held as trustee, as to which voting and investment power is shared
with other trustees, including: Mr. James H. Ottaway, Jr.--1,080,252 shares of
Common Stock and 1,238,150 shares of Class B Common Stock and Mr. Christopher
H. Ottaway--1,041,674 shares of Common Stock and 1,226,810 shares of Class B
Common Stock.
(i) State Street Bank & Trust Company held all of these shares as trustee,
disclaimed beneficial ownership of them and shared voting and investment power
with persons named above as to 2,758,564 shares of Common Stock and
4
2,768,560 shares of Class B Common Stock. This information relating to (i)
Common Stock ownership is based solely on a Schedule 13G filed with the SEC on
February 12, 2002 and (ii) Class B Common Stock ownership is based solely on a
Schedule 13G filed with the SEC on March 1, 2002.
(j) Includes 3,476,083 shares of Common Stock and 1,774,342 shares of Class B
Common Stock held by Ms. Steele as trustee, as to which she shares voting and
investment power with other trustees, including Mr. Hammer with respect to
2,674,472 shares of Common Stock and 1,379,868 shares of Class B Common Stock;
Mr. Stevenson with respect to 2,674,472 shares of Common Stock and 1,371,368
shares of Class B Common Stock; Mr. Elefante with respect to 10,402 shares of
Common Stock and 15,750 shares of Class B Common Stock; and Mr. MacLeod with
respect to 2,674,472 shares of Common Stock and 1,379,868 shares of Class B
Common Stock. Also includes 403,596 shares of Common Stock and 372,983 shares
of Class B Common Stock held by Ms. Steele as trustee of a revocable trust, as
to which she shares voting and investment power with other trustees. Ms. Steele
could acquire sole voting and investment power over such shares if she were to
revoke the trust.
5
Security Ownership of Directors and
Management
The following table sets forth information as of January 17, 2002 with respect
to the number of shares of Common Stock and Class B Common Stock owned by each
director, the five most highly compensated executive officers, and all
directors and executive officers as a group.
Shares Beneficially Percent of Common Stock
Name Owned(1) Class(2) Equivalents(3)
- -------------------------------------------------------------------------------------
Rand V. Araskog Common 20,000 * 28,428
Class B 700 *
- -------------------------------------------------------------------------------------
Christopher Bancroft (4) (5) (6) Common 2,281,405 3.6% 2,975
Class B 3,820,360 18.3%
- -------------------------------------------------------------------------------------
L. Gordon Crovitz Common 60,577 * 4,064
Class B -- *
- -------------------------------------------------------------------------------------
Harvey Golub Common 2,000 * 6,285
Class B -- *
- -------------------------------------------------------------------------------------
Roy A. Hammer (5) (7) Common 9,870,721 15.6% 2,091
Class B 9,992,291 47.8%
- -------------------------------------------------------------------------------------
Leslie Hill (4) (5) (8) Common 119,362 * 3,146
Class B 72,514 *
- -------------------------------------------------------------------------------------
Irvine O. Hockaday, Jr. Common 3,000 * 9,340
Class B -- *
- -------------------------------------------------------------------------------------
Dieter von Holtzbrinck Common -- * 720
Class B -- *
- -------------------------------------------------------------------------------------
Vernon E. Jordan, Jr. Common 283 * 10,589
Class B 105 *
- -------------------------------------------------------------------------------------
Peter R. Kann (9) Common 407,007 * 9,762
Class B 4,027 *
- -------------------------------------------------------------------------------------
David K.P. Li Common 8,031 * 11,541
Class B -- *
- -------------------------------------------------------------------------------------
M. Peter McPherson Common -- * 4,926
Class B -- *
- -------------------------------------------------------------------------------------
Frank N. Newman Common 500 * 2,787
Class B -- *
- -------------------------------------------------------------------------------------
James H. Ottaway, Jr. (10) Common 1,822,543 2.9% --
Class B 1,266,289 6.1%
- -------------------------------------------------------------------------------------
Peter G. Skinner (9) Common 121,905 * --
Class B -- *
- -------------------------------------------------------------------------------------
Elizabeth Steele (4) (5) (11) Common 3,879,679 6.1% 630
Class B 2,147,325 10.3%
- -------------------------------------------------------------------------------------
William C. Steere, Jr. Common 1,000 * 6,350
Class B -- *
- -------------------------------------------------------------------------------------
Richard F. Zannino Common 42,800 * --
Class B -- *
- -------------------------------------------------------------------------------------
All directors and executive Common 18,648,164 29.4% 103,634
officers as a group (19 persons) (12) Class B 17,303,611 82.8%
- -------------------------------------------------------------------------------------
6
(1) Except as otherwise indicated, the beneficial owner has sole voting and
investment power. Includes shares of Common Stock subject to options
exercisable within 60 days after January 17, 2002 held by: Mr. Kann (254,400
shares), Mr. Skinner (94,833 shares), Mr. Zannino (38,500 shares), Mr. Ottaway
(77,267 shares), and Mr. Crovitz (56,017 shares). Also includes with respect to
Mr. Zannino 4,300 shares of restricted stock that vest within 60 days
after January 17, 2002.
(2) An asterisk under the column "Percent of Class" indicates that the named
person beneficially owns less than one percent of the shares of Common Stock or
Class B Common Stock outstanding.
(3) Under the directors' deferred stock equivalent compensation plan, each
non-employee director was credited with $44,000 deemed to be invested in shares
of Common Stock ("stock equivalents") for 2001. Certain directors have elected
to defer receipt of some or all of their fees payable in cash and have invested
such deferred amounts in stock equivalents. Amounts previously accrued under
the terminated retirement plan for non-employee directors by directors who
continued to serve on the Board after the 1997 Annual Meeting were added to
such directors' deferred compensation accounts and certain directors have
elected to invest such accrued amounts in stock equivalents. (See page 12 for
additional information regarding directors' stock equivalents.) Also, certain
executive officers have elected to have the amounts allocated to their accounts
under the Supplementary Benefit Plan (see footnote (4) to the Summary
Compensation Table on page 14) deemed to be invested in stock equivalents.
(4) Mr. Bancroft and Ms. Steele are first cousins. Ms. Hill is the first
cousin, once removed, of Mr. Bancroft and Ms. Steele.
(5) As of January 17, 2002, Mr. Bancroft, Ms. Steele and Ms. Hill, certain of
their relatives, and certain trusts and charitable organizations established by
them, including trusts for which Mr. Hammer serves as trustee, owned
beneficially a total of 15,737,697 shares (24.8%) of the outstanding Common
Stock and 16,374,202 shares (78.4%) of the outstanding Class B Common Stock.
Such shares account for approximately 65.9% of the votes represented by the
outstanding Common Stock and Class B Common Stock. Mr. Bancroft, Ms. Steele and
Ms. Hill, the trusts as to which they or certain of their relatives are
trustees or have beneficial or reversionary interests, and the trustees of such
trusts (including Mr. Hammer), may be considered in control of the Company and
therefore its "parent."
(6) Includes 201,405 shares of Common Stock and 343,360 shares of Class B
Common Stock held by Mr. Bancroft as trustee of a revocable trust, as to which
he shares voting and investment power with other trustees and as to which he
could acquire sole voting and investment power if he were to revoke the trust.
Also includes 2,080,000 shares of Common Stock and 3,477,000 shares of Class B
Common Stock held by Mr. Bancroft as trustee, as to which he shares voting and
investment power with other trustees.
(7) Includes 300 shares of Common Stock held by a revocable trust for the
benefit of Mr. Hammer, as to which he could acquire sole voting and investment
power if he were to revoke the trust. Also includes 9,870,421 shares of Common
Stock and 9,992,291 shares of Class B Common Stock held by Mr. Hammer as
trustee, as to which he disclaims beneficial ownership and shares voting and
investment power with other trustees.
(8) Includes 7,547 shares of Common Stock and 3,998 shares of Class B Common
Stock owned by Ms. Hill's spouse and minor children.
(9) Includes shares owned by, or jointly with, spouses, as follows: Mr.
Kann--18,347 shares of Common Stock and 124 shares of Class B Common Stock
owned by his spouse; Mr. Ottaway--126,750 shares of Common Stock and 5,460
shares of Class B Common Stock owned by his spouse; and Mr. Skinner--27,072
shares of Common Stock owned jointly with his spouse. Includes, with respect to
Mr. Kann, 54,950 shares of Common Stock subject to options exercisable within
60 days after January 17, 2002 held by his spouse. Mr. Kann disclaims
7
beneficial ownership of the shares owned by his spouse. Mr. Skinner shares
voting and investment power with his spouse as to those shares owned jointly.
(10) See footnote (g) on page 4 above for a description of Mr. Ottaway's
ownership of Common Stock and Class B Common Stock.
(11) Includes 403,596 shares of Common Stock and 372,983 shares of Class B
Common Stock held by Ms. Steele as trustee of a revocable trust, as to which
she shares voting and investment power with other trustees and as to which she
could acquire sole voting and investment power if she were to revoke the trust.
Also includes 3,476,083 shares of Common Stock and 1,774,342 shares of Class B
Common Stock held by Ms. Steele as trustee, as to which she shares voting and
investment power with other trustees.
(12) Includes 583,318 shares of Common Stock subject to options that may be
exercised by ex- ecutive officers and directors, and Mr. Zannino's shares of
restricted stock that vest, within 60 days after January 17, 2002. Also
includes shares owned by or jointly with their spouses and by their children
and relatives sharing their homes.
---------------------------------------------------
Annual Report
The Company has delivered to all stockholders its Annual Report for the year
ended December 31, 2001. The Annual Report includes an audited balance sheet as
of that date and audited statements of income, stockholders' equity and cash
flows for the year then ended.
---------------------------------------------------
Voting Procedures
If a quorum is present at the meeting (i) a plurality of the votes of the
shares of Common Stock present in person or represented by proxy and entitled
to vote is required in order to elect the nominees for election to the office
of director that the Common Stock, voting separately as a class, is entitled to
elect, (ii) a plurality of the votes of the shares of Common Stock and Class B
Common Stock voting together that are present in person or represented by proxy
and entitled to vote is required in order to elect the nominees for election to
the office of director that the Common Stock and the Class B Common Stock elect
together, and (iii) the affirmative vote of a plurality of the votes of the
shares of Common Stock and Class B Common Stock voting together that are
present in person or repre- sented by proxy and entitled to vote is required in
order to approve the appointment of PricewaterhouseCoopers LLP as auditors.
With regard to the election of directors, votes may be cast in favor or
withheld; votes that are withheld will have no effect on the outcome of the
vote. With regard to other proposals, votes may be cast in favor or against, or
a stockholder may abstain. Abstentions will be counted as shares that are
represented at the meeting and entitled to vote. Under Delaware law,
abstentions on the appointment of PricewaterhouseCoopers LLP will have the
effect of negative votes. Shares represented by limited proxies that prohibit
voting on a particular matter (so-called broker non-votes) will be disregarded
and will have no effect on the outcome of the vote on such matter, although the
shares represented by such limited proxies will be counted for quorum purposes.
8
Election of Directors
One of the purposes of the meeting is the election of five directors to serve
for a three-year term expiring in 2005. The Board of Directors has nominated
the individuals listed below for election as directors. The holders of Common
Stock voting separately as a class are entitled to vote for the election of
Messrs. McPherson and Steere. The holders of Common Stock and Class B Common
Stock voting together are entitled to vote for the election of Messrs. Bancroft
and Kann and Ms. Hill. The proxies will be voted for the election of such
individuals unless instructions are given to withhold authority to vote for one
or more of them. For each nominated individual, the table below sets forth his
or her age as of the date of the meeting, membership on committees of the Board
of Directors and certain other information. Each of the persons named below is
currently a director. If for any reason any one or more of the persons named
below should become unavailable for election, proxies will be voted for the
election of such substitute nominees as the Board of Directors may propose.
---------------------------------------------------
Nominees for Election at the Annual Meeting:
Class of 2005
Positions with the Company and
Business Experience Director
Name Age During the Past Five Years Since
- -------------------------------------------------------------------------------------------------------
Christopher Bancroft 50 Principal, Bancroft Operations 1996
Compensation Committee (private investment firm)
- -------------------------------------------------------------------------------------------------------
Peter R. Kann(1) 59 Chairman and Chief Executive 1987
Executive Committee Officer of the Company
- -------------------------------------------------------------------------------------------------------
Leslie Hill 48 Pilot for American Airlines 1997
Corporate Governance Committee
- -------------------------------------------------------------------------------------------------------
M. Peter McPherson 61 President, Michigan State University 1998
Audit and Compensation Committees
- -------------------------------------------------------------------------------------------------------
William C. Steere, Jr. 65 Chairman Emeritus, Pfizer Inc. Prior to 1997
Corporate Governance and Executive Committees January 2001, Chief Executive Officer and
prior to July 2001, Chairman, Pfizer Inc.
(pharmaceuticals)(2)
- -------------------------------------------------------------------------------------------------------
9
Incumbent Directors (Class of 2003)
The table below sets forth similar information for each director whose term
expires in 2003.
Positions with the Company and Business Director
Name Age Experience During the Past Five Years Since
- ----------------------------------------------------------------------------------------------------------
Harvey Golub 63 Chairman & CEO--Retired, American 1997
Audit and Corporate Governance Committees Express Company. Prior to January
2001, CEO and prior to April 2001, Chairman,
American Express
Company (travel and financial
services company)(3)
- ----------------------------------------------------------------------------------------------------------
Roy A. Hammer (4) 67 Senior Partner, Hemenway & Barnes 1998
Corporate Governance Committee (law firm)
- ----------------------------------------------------------------------------------------------------------
David K.P. Li 63 Chairman and Chief Executive 1993
Audit and Corporate Governance Committees Officer, The Bank of East Asia,
Limited (banking) (5)
- ----------------------------------------------------------------------------------------------------------
Frank N. Newman 59 Chairman Emeritus, Bankers Trust 1997
Audit and Compensation Committees Corporation. Prior to June 1999,
Chairman, President and Chief
Executive Officer, Bankers Trust
New York Corporation and Bankers
Trust Company (banking). Prior to
September 1995, Deputy Secretary
of the United States Treasury
- ----------------------------------------------------------------------------------------------------------
James H. Ottaway, Jr. 64 Senior Vice President of the Company 1987
- ----------------------------------------------------------------------------------------------------------
Incumbent Directors (Class of 2004)
The table below sets forth similar information for each director whose term
expires in 2004.
Positions with the Company and Business Director
Name Age Experience During the Past Five Years Since
- -----------------------------------------------------------------------------------------------------------
Irvine O. Hockaday, Jr. 65 Retired President and Chief Executive 1990
Compensation and Executive Committees Officer, Hallmark Cards, Inc. Prior to January
2002, President and Chief Executive Officer,
Hallmark Cards, Inc. (greeting card
manufacturer)(6)
- -----------------------------------------------------------------------------------------------------------
Dieter von Holtzbrinck(7) 60 Chairman of the Supervisory Board, 2001
Verlagsgruppe Georg von Holtzbrinck
GmbH. Prior to May 2001, Chief Executive Officer
and President, Verlagsgruppe Georg von
Holtzbrinck GmbH (publishing company)
- -----------------------------------------------------------------------------------------------------------
Vernon E. Jordan, Jr.(4) 66 Senior Managing Director, Lazard 1982
Corporate Governance and Executive Freres & Co. LLC (investment
Committees bank); Of Counsel, Akin, Gump,
Strauss, Hauer & Feld (law firm).
Prior to December 1999, Senior
Partner, Akin, Gump, Strauss,
Hauer & Feld (8)
- -----------------------------------------------------------------------------------------------------------
Elizabeth Steele 53 President, Main Street Landing 2001
Corporate Governance Committee Company (redevelopment company)
- -----------------------------------------------------------------------------------------------------------
10
(1) Karen Elliott House, President/International Group of the Company and the
spouse of Mr. Kann, received a salary and bonus for 2001 of $440,100. An
aggregate of $91,957 was contributed to Ms. House's account under the Dow Jones
Retirement Program and the related Supplementary Benefit Plan in respect of
2001. Ms. House received a payout for 2001 of 2,030 shares of Common Stock with
a fair market value as of February 20, 2002 of $115,710 under the Dow Jones
1997 Long Term Incentive Plan in respect of the four-year performance period
1998-2001. Ms. House also received grants of contingent stock rights and stock
options under the Dow Jones 1997 Long Term Incentive Plan. Ms. House's
compensation is set by the Compensation Committee of the Board of Directors.
(2) Mr. Steere is a director of MetLife, Inc., Minerals Technologies Inc. and
Pfizer Inc.
(3) Mr. Golub is a director of Campbell Soup Company and The Warnaco Group, Inc.
(4) During 2001, Hemenway & Barnes, the law firm of which Mr. Hammer is a
senior partner, and Akin, Gump, Strauss, Hauer & Feld, the law firm to which
Mr. Jordan is of counsel, rendered certain legal services to the Company. The
Company expects that these law firms will continue to render legal services to
the Company in 2002.
(5) Mr. Li is a director of Campbell Soup Company, Atlas Air, Inc., Jones Lang
LaSalle Inc., Pacific Century Cyberworks Limited, The Bank of East Asia
Limited, The Hong Kong & China Gas Company Limited, Sime Darby Berhad, South
China Morning Post (Holdings) Limited, and PowerGen plc.
(6) Mr. Hockaday is a director of Crown Media Holdings, Inc., Ford Motor
Company, Sprint Corporation and UtiliCorp United, Inc.
(7) In 1999, the Company and the von Holtzbrinck Group entered into a strategic
alliance pursuant to which they exchanged equity shareholdings in their
respective subsidiaries so as to give the von Holtzbrinck Group 49% ownership
of The Wall Street Journal Europe and the Company 22% ownership of the von
Holtzbrinck Group's business daily Handelsblatt. Mr. von Holtzbrinck is the
Chief Executive Officer of Handelsblatt - The Wall Street Journal Holding GmbH
and a Member of the Advisory Council of Handelsblatt Dow Jones GmbH.
(8) Mr. Jordan is a director of America Online Latin America, Inc., American
Express Company, Callaway Golf Company, Clear Channel Communications, Inc.,
J.C. Penney Company, Inc., Revlon, Inc., Sara Lee Corporation, and Xerox
Corporation.
---------------------------------------------------
11
During 2001 the Board of Directors met eight times, the Audit Committee met
five times, the Compensation Committee met four times, the Corporate Governance
Committee met once and the Executive Committee did not meet. In 2001 the annual
director's fee was $64,000, with a cash component of $20,000 and $44,000 of
stock equivalents; the fee for each Board meeting attended was $1,500; the fee
for each committee meeting attended was $1,000; and the annual fee for serving
as a committee chairperson was $5,000. Stock equivalents are credited quarterly
and the number thereof are determined at the market price of the Company's
Common Stock on the last business day of the quarter in question. In addition,
under the Dow Jones 2001 Long-Term Incentive Plan, each director received in
2001 options to purchase 1,250 shares of Common Stock.
In 2002, the cash, stock equivalents and stock option component of the
annual director's fee and the fees for serving as a committee chairperson and
for attending Board and committee meetings will remain the same as in 2001.
From time to time Board members are invited to attend meetings of Board
committees of which they are not members; in such cases, such Board members
receive a committee meeting fee. Employees of the Company or its subsidiaries
who are directors do not receive director's, committee meeting or committee
chairperson's fees.
Directors may elect to defer receipt, in whole or in part, of any of their
fees payable in cash. Deferred amounts will, at the electing director's option,
either be credited to an interest bearing account or be deemed to be invested
in shares of Common Stock (i.e., stock equivalents) at the market price on the
last business day of the month in which the deferred amount in question would
have otherwise been received. Deferred cash amounts will be paid in cash, in a
lump sum or in the form of an annuity, as the director may elect. Deferred
stock equivalent amounts will be paid in cash (in a lump sum or in the form of
an annuity) or shares of Common Stock (in up to fifteen annual installments),
or a combination of cash and Common Stock, as the director may elect.
During 2001 all directors of the Company attended at least 75% of the
aggregate meetings of the Board and standing committees on which they served.
The Audit Committee makes recommendations to the Board regarding the
engagement of the Company's independent accountants and considers, among other
things, the range of audit and non-audit fees. It also reviews the work of the
Company's internal accountants, meets with the independent accountants to
review and approve the scope and results of their professional services, and
reviews the procedures for evaluating the adequacy of the Company's internal
controls.
The Compensation Committee reviews remuneration arrangements for the
Company's senior management (including employee benefit plans in which
executive officers are eligible to participate), and makes recommendations to
the Board on grants of stock options and other benefits.
The Corporate Governance Committee recommends to the Board of Directors the
persons to be nominated by the Board for election as directors of the Company.
Stockholders desiring to recommend nominees should submit their recommendations
in writing to Peter G. Skinner, Secretary, Dow Jones & Company, Inc., P.O. Box
300, Princeton, New Jersey 08543-0300. Recommendations should include pertinent
information concerning the proposed nominee's background and experience. The
Corporate Governance Committee also considers and makes recommendations to the
Board of Directors concerning the size and composition of the Board and
considers from time to time the current Board committee structure and
membership.
---------------------------------------------------
12
Executive Compensation
The following tables and the Compensation Committee Report on Executive
Compensation provide information as to the cash and non-cash compensation paid
to, earned by or granted to each of the five most highly compensated senior
policy making executives of the Company.
Summary Compensation Table
Annual Compensation Long-Term Compensation
- -----------------------------------------------------------------------------------------------------------
Awards Payouts
- -----------------------------------------------------------------------------------------------------------
Restricted Securities
Stock Underlying LTIP All Other
Name and Salary Bonus Awards ($) Options (#) Payouts ($) Compen-
Principal Position Year ($) ($) (1) (2) (3) sation ($) (4)
- ----------------------------------------------------------------------------------------------------------
Peter R. Kann 2001 $921,600 $260,400 83,700 $432,516 $315,716
Chairman of the Board, Chief 2000 $841,167 $888,000 60,000 $780,454 $260,706
Executive Officer and Director 1999 $788,000 $656,288 -- $654,938 $230,889
- ----------------------------------------------------------------------------------------------------------
Peter G. Skinner 2001 $607,000 $109,800 30,300 $143,754 $184,727
Executive Vice President, 2000 $588,605 $462,550 20,000 $279,375 $161,130
General Counsel and 1999 $540,000 $346,275 -- $323,851 $144,746
Secretary
- ----------------------------------------------------------------------------------------------------------
Richard F. Zannino 2001 $532,577 $552,150 $477,300 133,700 -- $108,774
Executive Vice President and
Chief Financial Officer(5)
- ----------------------------------------------------------------------------------------------------------
James H. Ottaway, Jr. 2001 $458,500 $ 91,375 15,000 $135,489 $115,431
Senior Vice President and 2000 $443,333 $244,545 10,000 $245,523 $ 94,150
Director 1999 $425,000 $226,250 -- $231,099 $105,292
- ----------------------------------------------------------------------------------------------------------
L. Gordon Crovitz 2001 $438,500 $169,287 19,900 $ 83,676 $117,823
Senior Vice President and 2000 $418,077 $252,808 20,000 $120,453 $ 78,722
President, Electronic 1999 $349,731 $ 51,219 -- $ 44,598 $ 80,203
Publishing
- ----------------------------------------------------------------------------------------------------------
(1) The dollar value of this stock award is based on the market price of the
Company's Common Stock at time of grant on April 18, 2001. At December 31,
2001, Mr. Zannino held a total of 8,600 shares of restricted stock with a fair
market value of $470,678. One-half of the shares vested on February 12, 2002,
30% of the shares will vest on February 12, 2003 and the remaining 20% will
vest on February 12, 2004. Regular quarterly dividends are paid on the
restricted stock.
(2) In addition to stock options, the indicated executives were granted
contingent stock rights under the Dow Jones 1997 Long Term Incentive Plan. The
contingent stock rights granted during 2001 are reported in the long-term
incentive plan table on page 15.
In 1998, the Company's Compensation Committee granted stock options and
contingent stock rights under the Dow Jones 1997 Long Term Incentive Plan in
November. In 1999, however, the Committee decided not to make such grants in
November, but instead made them in January 2000. Accordingly, there were no
option grants in 1999.
(3) The payouts shown in the table for 2001 reflect the fair market value as of
February 20, 2002 of the Final Awards made to the indicated executives under
the Dow Jones 1997 Long Term Incentive Plan in respect of the four-year
performance period 1998-2001. The payouts shown in the table for 2000 reflect
the fair market value as of February 21, 2001 of the Final Awards made to the
indicated executives under the Dow Jones 1992 Long Term Incentive Plan in
respect of the four-year performance period 1997-2000. The payouts shown in the
table for 1999 reflect the fair market value as of February 16, 2000 of the
Final Awards made to the indicated executives under the Dow Jones 1992 Long
Term Incentive Plan in respect of the four-
13
year performance period 1996-1999. The Dow Jones 1997 Long Term Incentive Plan
was adopted in 1997 to make grants for performance periods subsequent to those
covered by the 1992 Long Term Incentive Plan.
(4) The amounts referred to in the table above under "All Other Compensation"
consist of the aggregate amounts contributed to the accounts of the indicated
executives under the Dow Jones Retirement Program and the related Supplementary
Benefit Plan in respect of the years indicated. For amounts contributed in
respect of 2001, the Internal Revenue Code limits the allocation of the annual
Company contribution for the benefit of any individual account under a
qualified plan to the amount which would be contributed to such individual
account based on maximum annual compensation of $170,000, but permits under a
supplemental plan an additional allocation by the Company to such individual
equal to the additional amount which would otherwise have been allocated to him
or her under the qualified plan had there been no limits. Executive officers
may elect to have the amounts allocated to their accounts under the
Supplementary Benefit Plan deemed to be invested in shares of Common Stock
(i.e., stock equivalents). With respect to 2001, such amounts were deemed to be
invested at the closing price of the Common Stock on the first business day of
2002. With respect to 2001, the Company has allocated $25,507 to the accounts
of each of the indicated executives under the Dow Jones Retirement Program: Mr.
Kann; Mr. Skinner; Mr. Ottaway; and Mr. Crovitz. The Company has also credited
the following amounts to the accounts of the indicated executives under the
Supplementary Benefit Plan with respect to 2001: Mr. Kann--$290,209; Mr.
Skinner--$159,220; Mr. Zannino--$108,774; Mr. Ottaway--$89,924; and Mr.
Crovitz--$92,316. With respect to Mr. Zannino, the amount allocated to his
account under the Supplementary Benefit Plan includes the amount that would
have been contributed to his account under the Company's Retirement Program if
he had been eligible to participate in such program in 2001.
(5) Mr. Zannino joined the Company on February 12, 2001. Of Mr. Zannino's
bonus, $360,000 was paid upon his hire as part of his sign-on package.
---------------------------------------------------
Option Grants In 2001
Individual Grants
----------------------------------------------------
% of Total
Number of Options Potential Realizable Value
Securities Granted to at Assumed Annual Rates
Underlying Employees Exercise or of Stock Price Appreciation
Options in Fiscal Base Price Expiration over Stock Option Term (3)
Name Granted (#) (1) Year ($/Share) (2) Date 5% ($) 10% ($)
- ------------------------------------------------------------------------------------------------------
Peter R. Kann........ 83,700 3.8% $59.50 1/17/11 $3,132,054 $ 7,937,271
Peter G. Skinner..... 30,300 1.4% $59.50 1/17/11 $1,133,826 $ 2,873,349
Richard F. Zannino(4) 133,700 6.1% $60.45 2/12/11 $5,083,274 $12,880,658
James H. Ottaway, Jr. 15,000 0.7% $59.50 1/17/11 $ 561,300 $ 1,422,450
L. Gordon Crovitz.... 19,900 0.9% $59.50 1/17/11 $ 744,658 $ 1,887,117
- -----------------------------------------------------------------------------------------------------
(1) Other than with respect to Mr. Zannino's options, one-third of the stock
options became exercisable on January 17, 2002, and another one-third will
become exercisable on the second anniversary of the date of grant, and the
remainder will become exercisable on the third anniversary of the date of
grant. In the case of Mr. Zannino, 18,200 of the options become exercisable on
the fourth anniversary of the date of grant, and with respect to the remaining
115,500 options, one-third of the stock options became exercisable on February
12, 2002 and another one-third will become exercisable on the second
anniversary of the date of grant, and the remainder will become exercisable on
the third anniversary of the date of grant.
(2) The exercise price of the stock options that were granted on January 17,
2001 is $59.50 per share, the fair market value of the Common
14
Stock on the date of grant. The exercise price of Mr. Zannino's stock options
that were granted on February 12, 2001 is $60.45 per share, the fair market
value of the Common Stock on the date of grant.
(3) These amounts represent gains based on assumed rates of appreciation over
the entire ten-year period. Actual gains, if any, on stock option exercises are
dependent on the future performance of the Company's Common Stock and the
continued employment of the optionee through the vesting period.
(4) Of Mr. Zannino's 133,700 options, 103,400 options were granted upon his
hire as part of his sign-on package and the remaining 30,300 were granted as an
annual grant in the ordinary course.
---------------------------------------------------
Aggregated Option Exercises In 2001 And Year-End Option Values
Total Number of Value of Unexercised In-the-
Unexercised Options at Money Options at
December 31, 2001 (#) December 31, 2001 ($)(1)
------------------------- ----------------------------
Shares
Acquired on Value
Name Exercise (#) Realized ($) Exercisable Unexercisable Exercisable Unexercisable
- ------------------------------------------------------------------------------------------------------
Peter R. Kann........ 30,000 $1,039,500 206,500 123,700 $2,228,904 $0
Peter G. Skinner..... 12,000 $ 415,800 78,067 43,633 $ 853,343 $0
Richard F. Zannino... -- -- -- 133,700 -- $0
James H. Ottaway, Jr. -- -- 68,934 21,666 $ 795,442 $0
L. Gordon Crovitz.... 3,300 $ 113,487 42,717 33,233 $ 443,083 $0
- ------------------------------------------------------------------------------------------------------
(1) This represents the difference between the closing price of the
Company's Common Stock on December 31, 2001, the last trading day in 2001
($54.73), and the exercise price of the options.
---------------------------------------------------
Long-Term Incentive Plan--Awards In 2001
Number of Shares, Performance or Other
Units Period Until Maturation
Name or Other Rights (1) or Payout
-----------------------------------------------------------------
Peter R. Kann........ 30,500 2001-2004
Peter G. Skinner..... 13,650 2001-2004
Richard F. Zannino... 13,650 2001-2004
James H. Ottaway, Jr. 6,800 2001-2004
L. Gordon Crovitz.... 9,600 2001-2004
-----------------------------------------------------------------
(1) The long-term incentive plan awards are contingent stock rights granted
under the Dow Jones 1997 Long Term Incentive Plan. Each contingent stock right
gives the holder the contingent right to receive up to the number of shares of
Common Stock specified in the right (the "Initial Award") following completion
of a four-year performance period. The number of shares ultimately received
(the "Final Award") will depend on the extent to which the performance criteria
are achieved during the four-year performance period and other factors.
Participants may elect, subject to the approval of the Compensation Committee,
to receive all or a portion of their Final Awards in cash, or Common Stock, or
a combination of both. If a participant elects to receive all or a portion of
the Final Award in cash, the amount of cash will equal the closing price of the
Common Stock on the date of the Final Award multiplied by the
15
number of shares of Common Stock as to which the election is being made.
During the performance period relating to each right, the Compensation
Committee may adjust the performance criteria and otherwise modify the terms
and provisions of the right. Also during the performance period, the holder is
entitled to receive as "dividend equivalents" an amount equal to the cash
dividends that the holder would have received if the holder had owned the
number of shares of Common Stock covered by the Initial Award during the entire
performance period.
At December 31, 2001, Mr. Kann held contingent stock rights covering a total
of 74,850 shares; Mr. Skinner--33,375 shares; Mr. Zannino--41,150 shares (of
which 27,500 shares were granted upon his hire as part of his sign-on package);
Mr. Ottaway--20,475 shares; and Mr. Crovitz--24,725 shares. At December 31,
2001, the fair market value of the Common Stock subject to such rights was as
follows: Mr. Kann--$4,096,541; Mr. Skinner--$1,826,614; Mr. Zannino--$2,252,140;
Mr. Ottaway--$1,120,597; and Mr. Crovitz--$1,353,199.
The Final Award ultimately received may be less than or equal to the number
of shares set forth above. It is expected that fully satisfactory competitive
performance (as judged by the Compensation Committee in its discretion at the
time of the payouts) would be competitively rewarded if the Final Award
approximated 2/3 of the amounts set forth in the table above. Exceptional
performance would support a Final Award in excess of 2/3 of the amounts set
forth in the table above but in no event more than 100% of such amounts.
---------------------------------------------------
Separation Plan for Senior Management
The Dow Jones Separation Plan for Senior Management covers separations from
service by senior executives including the executive officers named on page 13.
In order to receive benefits under the Separation Plan, an eligible executive's
employment must have been terminated involuntarily, without "cause," and he or
she must enter into an agreement with the Company containing a covenant not to
compete, confidentiality provisions and customary mutual releases and waivers.
The Separation Plan provides for severance benefits equal to 18 or 24 months
(depending on salary level) of base salary and target bonus. It also provides
for the continuation of certain benefits during such 18 or 24 month period
including those received under the Company's Retirement Program and the related
Supplementary Benefit Plan; the health and dental care plans; and the executive
death and group life, disability and accident insurance plans. In addition,
terminated executives will receive a pro-rated final award with respect to each
of his or her outstanding grants of contingent stock rights under the Company's
Long Term Incentive Plan. The Separation Plan and the form of Separation
Agreement and Release are Exhibits to the Company's Annual Report on Form 10-K
for the year ended December 31, 1998.
---------------------------------------------------
Jerome H. Bailey Retirement Agreement
Mr. Bailey, former Chief Financial Officer of the Company, retired from the
Company due to family reasons, effective April 30, 2001. Pursuant to the terms
of a letter agreement ("Retirement Agreement") dated October 30, 2000, Mr.
Bailey agreed to provide consulting services to the Company during the period
from May 1, 2001 through April 30, 2002. He has also agreed to refrain from
engaging in any business activity that is competitive with the business of the
Company and its subsidiaries until May 1, 2004, and to abide by certain
confidentiality provisions. In consideration for performance of his consulting,
non-competition and confidentiality obligations, the Company is paying Mr.
Bailey an aggregate of $500,000 (payable in 12 equal monthly installments of
$41,666 ending on April 1, 2002), subject to certain conditions. The Retirement
Agreement is an Exhibit to the Company's Annual Report on Form 10-K for the year
ended December 31, 2000.
16
Compensation Committee Report on Executive Compensation
The Compensation Committee and the Compensation Program
The Committee consists of four non-employee directors. It generally meets four
times a year. The Compensation Committee's objective is to establish and
administer a "total compensation program" that fairly and competitively rewards
Dow Jones executives for current and long-term performance that enhances
stockholder value. The purpose of this report is to explain the Company's
executive compensation program and the operation of the Compensation Committee.
Elements of Compensation Program Considered by the Committee
The Committee gives special attention to the total compensation of the chief
executive officer (Mr. Kann), and certain other members of senior management.
We consider four elements of compensation: (1) annual salary; (2) annual
incentive award (or bonus); (3) long-term incentive compensation; and (4)
retirement and other compensation.
Establishing and Administering a Competitive Program
The Committee retains outside compensation consultants and reviews competitive
compensation and performance studies in developing and administering the total
compensation program. We give continuing attention to changes in compensation
practices, business trends and changes in applicable law and regulations in
order to establish and administer a sound competitive compensation program. The
competitive universe that we primarily consider includes the five largest
newspaper publishers in the Dow Jones U.S. Publishing Index (the "Company's
peer group") (see page 21), but we also review data on general industry trends
and on certain other public companies which compete with one or more of the
Company's business segments.
With regard to annual and long-term incentive awards, the Committee, in
working with management and its outside compensation consultants, has
determined that a substantial portion of executives' awards will be based on
the achievement of certain pre-determined financial objectives. For Mr. Kann a
substantial portion of his annual incentive award for 2002 will be based on the
achievement of these predetermined financial objectives (earnings per
share--50%; return on investment--10%; and controllable expense--10%) and the
balance will be based on the achievement of specified strategic goals (30%).
For the remaining executive officers, a substantial portion of their annual
incentive awards will be based on the achievement of pre-determined financial
objectives and the balance will be based on the achievement of strategic goals
and, for certain executive officers, individual performance.
Initial awards of contingent stock rights were made under the Company's
long-term incentive plan to Mr. Kann and other senior executive officers for
the performance period 2002-2005. The final awards to all those receiving these
grants will be based in large part on the Company's performance with respect to
predetermined financial objectives (total shareholder return; earnings per
share growth; revenue growth; and cash flow margin) relative to an established
group of newspaper and information services companies. Determination of final
awards will also be based on assessment of performance on qualitative criteria.
The Committee has retained some measure of discretion under the annual and
long-term incentive award programs because it believes that it is difficult to
forecast in detail all future developments that will be relevant to an
evaluation of executive performance.
Federal tax legislation in effect since 1994 eliminates the deductibility of
compensation in excess of $1,000,000 paid to the chief executive officer and
certain other executives (i.e., those whose compensation must be detailed in
the proxy statement). The law exempts compensation paid under plans that relate
compensation to performance. Although our plans are designed to relate
compensation to performance, certain elements of them do not meet the tax law's
requirements because they allow the Committee to exercise discretion in setting
compensation. It may be appropriate in the future to
17
recommend changes in the Company's compensation program to take account of the
tax law. However, the Committee currently is of the opinion that it is better
to retain discretion than to give it up in exchange for the tax deduction. For
2001 the deductibility of certain compensation paid to Mr. Kann, Mr. Skinner
and Mr. Zannino was affected by this limitation.
Committee Reporting
The Committee makes full reports to the Board of Directors, which approves the
structure and general administration of the compensation program. The Board
reviews the specific compensation awards for the chief executive officer and
each of the other four executives whose compensation is described in the proxy
statement.
As of February 2001, the chief executive officer's salary was set at
$930,000, an increase of $84,000 (or 9.9%) from his 2000 salary of $846,000.
The 2001 salaries for all the five officers listed in the table on page 13 were
set after evaluating their individual contribution and performance and the
value of their jobs in the marketplace based on a review of the competitive
compensation guidelines that were developed with advice from our outside
compensation consultants.
For 2001 Mr. Kann was granted a bonus of $260,400. That represented a 70.7%
decrease from his 2000 bonus of $888,000. In determining the bonuses for Mr.
Kann and the other officers listed in the table, we compared the Company's
results to the financial, strategic and, for certain executive officers,
individual performance measures established for 2001. The bonus awards for 2001
reflect the Company's performance measured against the pre-determined financial
criteria and the Committee's view that the executives performed well against
the non-financial measures established under the bonus program. The varying
levels of salary and bonus for each of the executives also reflect differences
in their relative responsibilities.
In February 2002, we awarded long-term compensation to the chief executive
officer and other members of senior management under the Company's 1997 Long
Term Incentive Plan. The Final Awards covered performance for the period
1998-2001 and were made after reviewing the Company's performance on various
financial measures (including total stockholder return, return on equity,
earnings growth, profit margins, and other financial criteria) relative to
other newspaper and information services companies. We also considered progress
toward achieving other Company objectives (quality of Dow Jones' publications
and services, commitment to innovative products and services, long-term
strategic planning, quality of customer service and level of customer
satisfaction, development of human resources, and promotion of teamwork
throughout the Company). And, finally, we considered each individual
executive's responsibilities and performance. In the case of the 1998-2001
performance period, it was expected that fully satisfactory competitive
performance would be competitively rewarded if the Final Award approximated 80%
of the number of shares in the Initial Award. Exceptional performance would
support a Final Award in excess of 80% (up to 100%) of the Initial Award.
Final Awards were made in February 2002 to Mr. Kann and Messrs. Skinner,
Ottaway and Crovitz in amounts approximating 59% to 61% of their Initial Awards
for the 1998-2001 period. Mr. Kann's Final Award for the 1998-2001 period was
7,588 shares of Common Stock, and constituted approximately 61% of his Initial
Award. That represented a decrease of 5,092 shares from the Final Award for the
1997-2000 period. The net number of shares of Common Stock received in February
2002 by Mr. Kann, after tax withholding, amounted to 4,810. Mr. Ottaway
received his Final Award in cash. Messrs. Skinner and Crovitz received their
Final Awards in the form of Common Stock. The fair market value of Mr. Kann's
Final Award for the 1998-2001 period was $432,516 (based on a grant date stock
price of $57.00) which is approximately 44.6% lower in value than the Final
Award for the 1997-2000 period of $780,454 (based on a grant date stock price
of $61.55).
In January 2002 we granted members of senior management stock options as
well as contingent stock rights for the 2002-2005 performance period. These
grants were estimated
18
by our outside compensation consultants to be at the median of general industry
practice. The grants tie a significant portion of each senior executive's
potential compensation to the Company's long-term objectives and to the market
value of the Company's stock. The Committee will determine the actual number of
shares of stock payable to an executive under the contingent stock rights at
the end of the performance period.
The Committee believes that the number of contingent stock rights and stock
options granted to individual executives should be set annually by the
Committee after consultation with its consultants concerning competitive
compensation levels. Accordingly, the Committee does not base the amount of
stock options or contingent stock rights to be granted in any given year on the
amounts previously granted.
The Committee reaffirms its view that salaries and bonus and other incentive
compensation opportunities for the senior executives of the Company generally
should not deviate substantially from the median of the competitive guidelines
developed with the advice of our consultants and that, particularly with
respect to long-term incentive compensation, it is important that the Committee
continue to retain a degree of discretion as to the actual amounts paid. The
Committee believes that the compensation levels for the chief executive officer
and other senior executives reflect these criteria and are appropriate given
performance during the periods covered.
Irvine O. Hockaday, Jr., Chairman
Christopher Bancroft
M. Peter McPherson
Frank N. Newman
---------------------------------------------------
Audit Committee
The Audit Committee Report
General. The Committee consists of four non-employee directors. It generally
meets four times a year. The Audit Committee reviews the Company's accounting
and financial reporting policies and practices, enables the Board to fulfill
its responsibilities to the stockholders in regard to the credibility of
financial reporting through its oversight of the financial reporting process
and internal control and maintains a direct line of communication between the
Board and the Company's external and internal auditors.
Committee Procedures. During January and February 2002, the Audit Committee
reviewed and discussed the 2001 audited financial statements with management
and with the Company's independent accountants. In addition, the Audit
Committee discussed with the Company's independent accountants the matters
required to be discussed by Statements on Auditing Standards No. 61
(Communication with Audit Committees), as amended. The Audit Committee confirms
that it has received the written disclosures and the letter from the
independent accountants required by Independence Standards Board Standard No.
1(Independence Discussions with Audit Committees), and has discussed with the
independent accountants their independence from the Company and management.
In addition, the Committee considered whether the independent accountants'
provision of non-audit services is compatible with maintaining their
independence.
Based on the review and discussions referred to in the prior paragraph, the
Audit Committee has recommended to the Board of Directors of the Company that
the audited financial statements be included in the company's Annual Report on
Form 10-K for the year ended December 31, 2001 for filing with the Commission.
Frank N. Newman, Chairman
Harvey Golub
David K.P. Li
M. Peter McPherson
Committee Independence and Charter
The members of the Audit Committee are independent (as independence is defined
by the New York Stock Exchange's listing standards). The Company's Board of
Directors has adopted a written charter for the Audit Committee.
19
Audit Fees
For the year ended December 31, 2001, the Company incurred an aggregate of
$1,216,100 in fees for professional services rendered by its independent
accountants for the audit of its annual financial statements and the reviews of
the financial statements included in the Company's quarterly reports on Form
10-Q.
Financial Information Systems Design and Implementation Fees
For the year ended December 31, 2001, the Company incurred no fees from its
independent accountants relating to financial information systems design and
implementation.
All Other Fees
For the year ended December 31, 2001, the Company incurred $3,432,200 in fees
for professional services rendered by its independent accountants other than
the fees addressed in the preceding two paragraphs (consisting of tax services
of $2,954,200, management consulting of $90,400, and other services of
$387,600).
---------------------------------------------------
20
Comparison of Stockholder Return
The following line graph compares the performance of the Company's Common Stock
during the five-year period ended December 31, 2001 with the Standard & Poor's
500 Stock Index ("S&P 500") and the Dow Jones U.S. Publishing Index (formerly
named the Dow Jones Media/ Publishing Index). In February 2000, Dow Jones
Indexes revised the components and the calculation methodology of the Dow Jones
U.S. Publishing Index and as a consequence restated the Index historically.
Accordingly, the returns for the Dow Jones U.S. Publishing Index set forth
below are the restated returns.
The S&P 500 includes 500 U.S. companies in the industrial, transportation,
utilities and financial sectors and is weighted by market capitalization. The
Dow Jones U.S. Publishing Index, which is also weighted by market
capitalization, includes, in addition to the Company, the following eighteen
companies: American Greetings Corp., Belo (A.H.) Corp., E.W. Scripps Co.,
Gannett Co., Hollinger International Inc., Interactive Data Corp., John Wiley &
Sons Inc., Knight Ridder Inc., Lee Enterprises Inc., McGraw-Hill Cos., Media
General Inc., Meredith Corp., The New York Times Co., Primedia Inc., Reader's
Digest Association Inc., Scholastic Corp., Tribune Co., and The Washington Post
Co.
[CHART]
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN
Dow Jones & Company vs. S&P 500 vs. Dow Jones U.S. Publishing Index
12/31/96 12/31/97 12/31/98 12/31/99 12/29/00 12/31/01
Dow Jones & Co. $100 $162 $148 $213 $181 $178
S&P 500 100 134 172 208 189 166
Dow Jones
U.S. Publishing Index 100 146 159 197 183 185
For purposes of the graph, it was assumed that $100 was invested in the
Company's Common Stock, the S&P 500 and the Dow Jones U.S. Publishing Index at
closing prices on December 31, 1996. Dividends are assumed to be reinvested on
the ex-dividend date.
21
Approval of Appointment of Independent
Certified Public Accountants
The Board of Directors, on the recommendation of the Audit Committee,
unanimously recommends that the stockholders vote to approve the appointment of
PricewaterhouseCoopers LLP, independent certified public accountants, as
auditors of the Company for 2002. PricewaterhouseCoopers LLP were the
Company's auditors in 2001. Stockholder approval of the appointment of such
firm as auditors will be requested at the 2002 Annual Meeting. Representatives
of PricewaterhouseCoopers LLP will be present at the meeting, will have the
opportunity to make a statement if they so desire, and will be available to
respond to appropriate questions.
---------------------------------------------------
Section 16(a) Beneficial Ownership
Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
executive officers and directors, and persons who own more than ten percent of
the outstanding Common Stock or Class B Common Stock, to file reports of
ownership and changes in ownership with the Securities and Exchange Commission
and the New York Stock Exchange. Such persons are also required by SEC
regulation to furnish the Company with copies of all Section 16(a) reports they
file.
Under SEC rules, companies must report in their proxy statements failures to
file reports on a timely basis. Based solely on its review of the copies of
such forms received by the Company, or written representations from certain
reporting persons that no Form 5 annual reports were required for those
persons, the Company believes that during 2001 all filing requirements under
Section 16(a) of the Exchange Act applicable to its executive officers,
directors, and greater than ten-percent beneficial owners were complied with.
---------------------------------------------------
Corporate Governance
In 1997 the Board of Directors adopted the "Dow Jones & Company Principles of
Corporate Governance." The Principles are listed below. These Principles are
being published in this proxy statement to inform stockholders of the Board's
current thinking with respect to selected corporate governance issues
considered to be of significance to stockholders. The Board will continue to
assess the appropriateness and efficacy of the Principles and it is likely that
changes to the Principles will be considered from time to time.
Dow Jones & Company Principles of Corporate Governance
1. The principal duty of the Board of Directors and management of Dow Jones &
Com pany is to assure that the company is well-managed in the interests of
its shareholders. Dow Jones seeks to protect and preserve the independence
and integrity of its products and services, including The Wall Street
Journal, on which the company's long-term prosperity depends.
2. Dow Jones is owned by its shareholders; the shareholders, in turn, elect the
company's Board of Directors. The Board plays the central role in the
company's governance; it is the company's decision-making authority on all
matters except those reserved to the shareholders. The Board, in turn,
selects the company's chief executive officer and approves the appointment
of other members of senior management; se-
22
nior management is charged with the conduct of the company's business.
3. The primary functions of the Board are:
. review and, where appropriate, approval of the financial objectives,
major strategies and plans, and major corporate actions of Dow Jones;
. selection and evaluation of Dow Jones' chairman and chief executive
officer;
. determining senior management compensation;
. periodic review of management succession plans;
. selection and recommendation to shareholders for election of appropriate
candidates for service on the Board;
. review of the adequacy of the company's systems for compliance with all
applicable laws and regulations, for safeguarding the company's assets
and for managing the major risks it faces; and
. provision of advice and counsel to senior management.
4. It is the policy of Dow Jones that the Board should consist of a majority of
"outside" directors. Consistent with this policy, and the underlying
philosophy of promoting vigorous representation for shareholders, Dow Jones
does not consider that anyone should be deemed an "inside" director by
virtue of the size of his or her shareholdings, no matter how great. On the
other hand, the company does consider any present or former member of senior
management to be an "inside" director, no matter the extent of his or her
shareholdings.
5. The number of directors shall not exceed a number that can function
efficiently as a body. The Corporate Governance Committee (formerly the
Nominating Committee), in consultation with the chairman and CEO, considers
and makes recommendations concerning the appropriate size and mem bership
needs of the Board. The size of the Board will be not less than 10 nor more
than 20 members; normally the number of directors will be approximately 15.
The Corporate Governance Committee also considers candidates to fill new
Board positions created by expansion and vacancies that occur by
resignation, retirement or for any other reason.
6. Prospective members of the Board are selected for their character and
wisdom, judgment and integrity, business experience and acumen. The
Corporate Governance Committee also seeks to have a variety of occupational
and a diversity of personal backgrounds represented on the Board. Directors
are required to retire from the Board at the annual meeting of shareholders
following their 70th birthday. Upon the adoption of these principles, no
director who is an employee of the company shall be eligible for re-election
as a director after the termination of his or her employment.
7. Upon election, directors receive a package of orientation materials and an
extensive review of the company and its businesses from senior managers. In
addition, Board members are encouraged to visit company facilities
throughout their tenure on the Board.
8. All directors are expected to own stock in Dow Jones. The Compensation
Committee annually reviews the compensation of directors. The company
believes that a substantial part of directors' compensation should be
stock-based.
9. Because of the nature of the company's publishing business, no "inside"
directors are permitted to serve as directors of other public companies,
except as representatives of Dow Jones in cases in which the company owns
shares in another company.
10. It is the general policy of the company that all major decisions be
considered by the Board as a whole. This allows the company to gain the
advantage of the collective wisdom of the Board. As a consequence, the
23
committee structure of the Board is limited to those committees considered
to be basic to or required for the operation of Dow Jones as a
publicly-owned company. Currently these committees are the Executive
Committee, the Audit Committee, the Compensation Committee and the Corporate
Governance Committee. The members and chairs of these committees are
recommended to the Board by the Corporate Governance Committee in
consultation with the chairman and CEO. The responsibilities of each of the
committees are determined by the Board from time to time.
11. Membership on the Audit, Compensation and Corporate Governance committees
is limited to outside directors. The chairman and CEO and other senior
managers attending meetings of these committees do so by invitation. The
chairs of these committees act as the chair at executive sessions or
meetings of outside directors at which the principal items to be considered
are within the scope of one of these committees' authority. This provides
for board leadership without the need to designate a lead director.
12. The frequency, length and agenda of meetings of each of the committees are
determined by the chair of the committee.
Whenever possible, materials related to agenda items are provided to
committee members sufficiently in advance of committee meetings to allow the
directors to prepare for discussion. Sufficient time to consider the agenda
items is provided.
13. The Compensation Committee ensures that a proper system of current and
long-term compensation is in place to provide performance-oriented
incentives to management; reviews remuneration arrangements for senior
management; reviews and approves the structure of employee benefit plans;
makes recommendations to the Board; and grants options or other benefits
under certain employee benefit plans. The committee also is responsible for
setting annual and long- term performance goals (based on criteria
established in advance) for the chairman and CEO, and for evaluating
performance against these goals. The committee makes full reports to the
entire Board, which approves the structure and general administration of
the compensation program for the chairman and CEO and other senior managers.
14. The Audit Committee recommends to the shareholders the appointment of
independent auditors; makes recommendations to the Board regarding their
engagement; and considers the range of audit and nonaudit fees. The
committee also reviews the work of the company's internal auditors, meets
with the independent auditors to review and approve the scope and results
of their professional services, and reviews the procedures for evaluating
the adequacy of the company's internal controls. The Audit Committee
provides a direct channel of communication to the Board for the independent
auditors, internal auditors, the chief financial officer and the general
counsel.
15. It is the policy of Dow Jones that the positions of Chairman of the Board
and Chief Executive Officer be held by the same person, except in unusual
circumstances. This combination has served the company well over a great
many years.
16. The chairman and CEO is responsible for establishing effective
communications with the company's stakeholder groups, i.e., shareholders,
customers, employees and others. It is the policy of Dow Jones that
management speaks for the company.
17. The chairman and CEO sets the agenda for meetings of the Board with the
understanding that certain items pertinent to the advisory and monitoring
functions of the Board be brought to it periodically by the chairman and
CEO for review or decision.
For example, the annual corporate budget is reviewed by the Board, and
capital expenditures above a certain threshold
24
amount (currently $15 million) are approved by the Board. Agenda items that
fall within the scope of responsibilities of a Board committee are reviewed
with the chair of that committee, who presents these matters to the Board.
Any Board member may request that an item be included on the agenda.
18. Whenever possible, materials related to agenda items are provided to Board
members sufficiently in advance of Board meetings to allow the directors to
prepare for discussion. Sufficient time to consider the agenda items is
provided.
19. Generally, presentations of matters to be considered by the Board are made
by the manager responsible for that area of the company's operations. In
addition, Board members have free access to all other members of management
and employees of the company.
20. Executive sessions or meetings of outside directors without management
present are held at least once per year to review:
. the report of the independent auditors;
. the criteria upon which the performance of the chairman and CEO and
other senior managers is based;
. the performance of the chairman and CEO against such criteria;
. the compensation of the chairman and CEO and other senior managers; and
. the performance of the Board.
Additional executive sessions or meetings of outside directors may be held
from time to time as required, or as requested by directors.
21. These principles are reviewed by the Board from time to time.
---------------------------------------------------
Submission of Stockholder Proposals
Under Rule 14a-8(e) of the Securities Exchange Act of 1934, a stockholder
proposal intended for inclusion in next year's proxy statement must be received
by the Company at its principal executive offices no later than November 15,
2002, which is 120 calendar days prior to the anniversary of the mailing date
of this proxy statement, and must be in compliance with applicable laws and
regulations in order to be considered for possible inclusion in the proxy
statement and form of proxy for that meeting.
Rule 14a-4(c)(1) establishes a different deadline for submission of
stockholder proposals that are not intended to be included in the Company's
proxy statement. Rule 14a-4(c)(1) relates to the discretionary voting authority
retained by the Company with respect to proxies. With respect to any
stockholder proposal for next year's Annual Meeting submitted after January 29,
2003 (45 calendar days prior to the anniversary of the mailing date of this
proxy statement), the Company retains discretion to vote proxies it receives as
the Board of Directors sees fit. With respect to proposals submitted before
January 29, 2003, the Company retains discretion to vote proxies it receives as
the Board of Directors sees fit, only if 1) the Company includes in its proxy
statement advice on the nature of the proposal and how it intends to exercise
its voting discretion and 2) the proponent does not issue a proxy statement
with respect to the proposal in compliance with Rule 14a-4(c)(2).
---------------------------------------------------
25
Other Matters
The Company knows of no other matter to be brought before the 2002 Annual
Meeting. If any other matter requiring a vote of the stockholders should come
before the meeting, it is the intention of the persons named in the proxy to
vote the same with respect to any such matter in accordance with their best
judgment.
Stockholders who do not expect to attend the 2002 Annual Meeting in person
are requested to complete, date, sign and return the enclosed proxy promptly in
the enclosed postage prepaid envelope or to vote promptly by telephone or via
the Internet.
A copy of the Company's Annual Report on Form 10-K that was filed with the
Securities and Exchange Commission on March 4, 2002 is available to interested
stockholders upon written request to Mr. Mark J. Donohue, Manager, Investor
Relations, Dow Jones & Company, Inc., P.O. Box 300, Princeton, New Jersey
08543-0300.
By order of the Board of Directors,
Peter G. Skinner
Secretary
Princeton, New Jersey
March 15, 2002
26
PROXY
Dow Jones & Company, Inc.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR ANNUAL MEETING OF STOCKHOLDERS--April 17, 2002
The undersigned stockholder of Dow Jones & Company, Inc. hereby appoints ROY
A. HAMMER, PETER R. KANN and PETER G. SKINNER and each of them jointly and
severally, proxies, with full power of substitution, to vote all shares of
Common Stock and Class B Common Stock of the Company which the undersigned is
entitled to vote at the 2002 Annual Meeting of Stockholders to be held on
Wednesday, April 17, 2002, at 11:00 a.m. and at any adjournment thereof, upon
such business as may properly come before the meeting, including the following
proposals, which are described in the Proxy Statement dated March 15, 2002, a
copy of which has been received by the undersigned.
(PLEASE SIGN AND DATE ON REVERSE SIDE)
- --------------------------------------------------------------------------------
(triangle up) FOLD AND DETACH HERE (triangle up)
Notice of 2002 Annual Meeting of Stockholders
Dow Jones & Company, Inc.
P.O. Box 300, Princeton, New Jersey 08543-0300
Wednesday, April 17, 2002
To the Stockholders of
DOW JONES & COMPANY, INC.
NOTICE IS HEREBY GIVEN that the 2002 Annual Meeting of Stockholders of Dow
Jones & Company, Inc. will be held at The Regent Ballroom, The Regent Wall
Street, 55 Wall Street, New York, New York on Wednesday, April 17, 2002 at
11:00 a.m. for the purposes of:
1. Electing five directors to hold office until 2005;
2. Approving the appointment of PricewaterhouseCoopers LLP, independent
certified public accountants, as auditors for 2002; and
3. Transacting such other business as may properly come before the meeting.
Your attention is directed to our 2002 Proxy Statement for further
information with respect to the matters to be acted upon at the meeting. You
may view or print a copy of our Proxy Statement, as well as our Annual Report,
at http://www.dowjones.com/corp/index_invest.htm.
We are pleased to offer you an opportunity to receive future versions of our
proxy statements and annual reports electronically over the Internet instead of
receiving paper copies in the mail. This will help us reduce printing and
postage costs. You can agree to electronic delivery on the reverse side of this
card, or when submitting your proxy by Internet. You can revoke this consent
and receive paper copies of the proxy statements and annual reports at any time
by written notification or telephone call to Mellon Investor Services. You can
get more information regarding electronic delivery by contacting our Transfer
Agent, Mellon Investor Services, at 800-851-4228 or www.melloninvestor.com.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER.
IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR PROPOSALS 1 AND 2.
Please mark [ X ]
your votes as
indicated in
this example.
The Board of Directors recommends a vote FOR Proposals 1 and 2.
FOR WITHHELD FOR AGAINST ABSTAIN
1.Election of Directors by Common and/or [ _ ] [ _ ] 2.Approval of Auditors for 2002. [ _ ] [ _ ] [ _ ]
Class B Common Stock.
Common Stock Common and Class B
Common Stock
01-M. Peter McPherson 03-Christopher Bancroft CONSENT TO ELECTRONIC DELIVERY [ _ ]
02-William C. Steere, Jr. 04-Peter R. Kann By checking the box to the right, I consent to receive proxy
05-Leslie Hill statements and annual reports electronically via the
Internet instead of in the mail.
For, except vote withheld from the following nominee(s):
- --------------------------------------------------------
_______
|
|
|
|
Signature(s) Date: , 2002
------------------------------------------ --------------
NOTE: Please sign exactly as name appears hereon. When signing as attorney,
executor, administrator or trustee or for a corporation, please give your full
title. For joint accounts, each owner must sign.
- --------------------------------------------------------------------------------
(triangle up) FOLD AND DETACH HERE (triangle up)
VOTE BY INTERNET OR TELEPHONE
-----------------------------
YOUR VOTE IS IMPORTANT -- YOU CAN VOTE IN ONE OF THREE WAYS:
. VOTE BY PROXY CARD: Mark, sign and date your proxy card and return promptly
in the enclosed envelope.
OR
. VOTE BY TELEPHONE OR INTERNET -- You will need to have your proxy card in
--
hand. You will be asked to enter a Control Number, which is located in the
box in the lower right hand corner of this form. You cannot vote by telephone
or Internet after 4 p.m. (EST) on April 16, 2002.
1. VOTE BY PHONE: Call toll-free 1-800-435-6710 on a touch-tone telephone
24 hours a day, 7 days a week.
There is no charge to you for this call.
Option 1: To vote as the Board of Directors recommends on ALL proposals,
------------------------------------------------------------------------
press 1.
--------
When asked, you must confirm your vote by pressing 1.
Option 2: If you choose to vote on each item separately, press 0. You will
--------------------------------------------------------------------------
hear these instructions:
------------------------
Proposal 1: To VOTE FOR all nominees press 1; to WITHHOLD FROM ALL
nominees, press 9.
To WITHHOLD FOR AN INDIVIDUAL nominee, press 0 and listen to
the instructions.
Proposal 2: To vote FOR, press 1; AGAINST, press 9; ABSTAIN, press 0.
When asked, you must confirm your vote by pressing 1.
OR
2. VOTE BY INTERNET: Follow the instructions at our Website address:
http://www.eproxy.com/dj
Your telephone or Internet vote authorizes the named proxies to vote your
shares in the same manner as if you marked, signed, and returned your proxy
card.
THANK YOU FOR VOTING.
Please do not return your proxy card if you are voting by telephone or Internet.
PROXY
[PROXY CARD FOR DOW JONES STOCK FUND PARTICIPANTS]
Dow Jones & Company, Inc.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR ANNUAL MEETING OF STOCKHOLDERS--April 17, 2002
The undersigned stockholder of Dow Jones & Company, Inc. hereby appoints ROY
A. HAMMER, PETER R. KANN and PETER G. SKINNER and each of them jointly and
severally, proxies, with full power of substitution, to vote all shares of
Common Stock and Class B Common Stock of the Company which the undersigned is
entitled to vote at the 2002 Annual Meeting of Stockholders to be held on
Wednesday, April 17, 2002, at 11:00 a.m. and at any adjournment thereof, upon
such business as may properly come before the meeting, including the following
proposals, which are described in the Proxy Statement dated March 15, 2002, a
copy of which has been received by the undersigned.
(PLEASE SIGN AND DATE ON REVERSE SIDE)
- --------------------------------------------------------------------------------
(triangle up) FOLD AND DETACH HERE (triangle up)
Notice of 2002 Annual Meeting of Stockholders
Dow Jones & Company, Inc.
P.O. Box 300, Princeton, New Jersey 08543-0300
Wednesday, April 17, 2002
To the Stockholders of
DOW JONES & COMPANY, INC.
NOTICE IS HEREBY GIVEN that the 2002 Annual Meeting of Stockholders of Dow
Jones & Company, Inc. will be held at The Regent Ballroom, The Regent Wall
Street, 55 Wall Street, New York, New York on Wednesday, April 17, 2002 at
11:00 a.m. for the purposes of:
1. Electing five directors to hold office until 2005;
2. Approving the appointment of PricewaterhouseCoopers LLP, independent
certified public accountants, as auditors for 2002; and
3. Transacting such other business as may properly come before the meeting.
Your attention is directed to our 2002 Proxy Statement for further
information with respect to the matters to be acted upon at the meeting. You
may view or print a copy of our Proxy Statement, as well as our Annual Report,
at http://www.dowjones.com/corp/index_invest.htm.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER.
IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR PROPOSALS 1 AND 2.
Please mark [ X ]
your votes as
indicated in
this example.
The Board of Directors recommends a vote FOR Proposals 1 and 2.
FOR WITHHELD FOR AGAINST ABSTAIN
1. Election of Directors by Common and/or [ _ ] [ _ ] 2. Approval of Auditors for 2002. [ _ ] [ _ ] [ _ ]
Class B Common Stock.
Common Stock Common and Class B
Common Stock
01-M. Peter McPherson 03-Christopher Bancroft
02-William C. Steere, Jr. 04-Peter R. Kann
05-Leslie Hill
For, except vote withheld from the following nominee(s):
- --------------------------------------------------------
_____
|
|
|
|
Signature(s) Date: , 2002
-------------------------------------------- ----------
NOTE: Please sign exactly as name appears hereon. When signing as attorney,
executor, administrator or trustee or for a corporation, please give your full
title. For joint accounts, each owner must sign.
- --------------------------------------------------------------------------------
(triangle up) FOLD AND DETACH HERE (triangle up)
VOTE BY INTERNET OR TELEPHONE
-----------------------------
YOUR VOTE IS IMPORTANT -- YOU CAN VOTE IN ONE OF THREE WAYS:
. VOTE BY PROXY CARD: Mark, sign and date your proxy card and return promptly
in the enclosed envelope.
OR
. VOTE BY TELEPHONE OR INTERNET -- You will need to have your proxy card in
--
hand. You will be asked to enter a Control Number, which is located in the
box in the lower right hand corner of this form. You cannot vote by telephone
or Internet after 4 p.m. (EST) on April 16, 2002.
1. VOTE BY PHONE: Call toll-free 1-800-435-6710 on a touch-tone telephone
24 hours a day, 7 days a week.
There is no charge to you for this call.
Option 1: To vote as the Board of Directors recommends on ALL proposals,
------------------------------------------------------------------------
press 1.
--------
When asked, you must confirm your vote by pressing 1.
Option 2: If you choose to vote on each item separately, press 0. You will
--------------------------------------------------------------------------
hear these instructions:
------------------------
Proposal 1: To VOTE FOR all nominees press 1; to WITHHOLD FROM ALL
nominees, press 9.
To WITHHOLD FOR AN INDIVIDUAL nominee, press 0 and listen to
the instructions.
Proposal 2: To vote FOR, press 1; AGAINST, press 9; ABSTAIN, press 0.
When asked, you must confirm your vote by pressing 1.
OR
2. VOTE BY INTERNET: Follow the instructions at our Website address:
http://www.eproxy.com/djplans
Your telephone or Internet vote authorizes the named proxies to vote your
shares in the same manner as if you marked, signed, and returned your proxy
card.
THANK YOU FOR VOTING.
Please do not return your proxy card if you are voting by telephone or Internet.