SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement
[_] Confidential, For Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12
Dice Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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(5) Total fee paid:
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the form or schedule and the date of its filing.
(1) Amount previously paid:
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(2) Form, Schedule or Registration Statement no.:
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(3) Filing Party:
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(4) Date Filed:
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DICE INC.
3 Park Avenue
New York, New York 10016
April 26, 2002
Dear Stockholder:
You are cordially invited to attend the 2002 Annual Meeting of Stockholders
of Dice Inc. to be held on June 14, 2002 at The Kitano New York, 66 Park
Avenue, New York, New York in the Murray Hill Room on the 18th Floor beginning
at 10:00 A.M. local time.
The business to be conducted at the meeting includes the following: (1) to
elect two persons to the Board of Directors, (2) to consider and vote on a
proposal to increase the number of shares of common stock reserved for issuance
under Dice's Employee Stock Purchase Plan by 500,000 shares, (3) to consider
and vote on a proposal to grant a one-time option to the Chief Executive
Officer, (4) to ratify the selection of Ernst & Young LLP as independent
auditors for the year ending December 31, 2002 and (5) to transact such other
business that may properly come before the meeting and any adjournment thereof.
These matters are discussed in more detail in the Notice of Annual Meeting of
Stockholders and Proxy Statement that follow.
We hope that you are planning to attend the Annual Meeting personally, and
we look forward to meeting you. Because the vote of each stockholder is of
utmost importance, we kindly request that you complete, sign, date and promptly
return the enclosed proxy card even if you presently plan to attend the
meeting. Alternately, registered stockholders (i.e., stockholders who own their
stock in their own names) may vote through the Internet or by telephone by
following the instructions set forth on the proxy card. You may revoke your
proxy at any time before it is voted by giving written notice to the Secretary
of Dice, by filing a properly executed proxy bearing a later date, or by voting
in person at the Annual Meeting.
Sincerely,
/s/ Scot W. Melland
Scot W. Melland
President and Chief Executive Officer
DICE INC.
3 Park Avenue
New York, New York 10016
-----------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be held on June 14, 2002
The Annual Meeting of Stockholders of Dice Inc., a Delaware corporation (the
"Company"), will be held at The Kitano New York, 66 Park Avenue, New York, New
York in the Murray Hill Room on the 18th Floor on June 14, 2002, at 10:00 A.M.,
local time, for the following purposes:
(1) To elect two persons to the Board of Directors;
(2) To consider and vote on a proposal to increase the number of shares of
common stock reserved for issuance under the Company's Employee Stock
Purchase Plan by 500,000 shares;
(3) To consider and vote on a proposal to grant a one-time option to the
Chief Executive Officer;
(4) To ratify the selection of Ernst & Young LLP as the Company's
independent auditors for the year ending December 31, 2002; and
(5) To transact such other business as may properly come before the meeting.
These items are more fully described in the accompanying Proxy Statement.
A copy of the Company's Annual Report for the fiscal year ended December 31,
2001, containing consolidated financial statements, is included with this
mailing.
The Board of Directors has fixed the close of business on May 9, 2002, as
the record date for determining stockholders entitled to receive notice of and
to vote at the Annual Meeting and at any adjournment thereof. A list of such
stockholders will be available for examination by any stockholder at the Annual
Meeting and, for any purpose relevant to the Annual Meeting, at the Company's
New York City office, 3 Park Avenue, New York, New York, during ordinary
business hours, for a period of ten days prior to the Annual Meeting. The
officers and directors of Dice cordially invite you to attend the Annual
Meeting.
By Order of the Board of Directors
/s/ Brian P. Campbell
Brian P. Campbell
Vice President, General Counsel and
Secretary
New York, New York
April 26, 2002
YOUR VOTE IS IMPORTANT
BECAUSE THE VOTE OF EACH STOCKHOLDER IS OF UTMOST IMPORTANCE, WE KINDLY
REQUEST THAT YOU COMPLETE, SIGN, DATE AND PROMPTLY RETURN THE ENCLOSED PROXY
CARD EVEN IF YOU PRESENTLY PLAN TO ATTEND THE MEETING. ALTERNATIVELY,
REGISTERED STOCKHOLDERS MAY VOTE THROUGH THE INTERNET OR BY TELEPHONE BY
FOLLOWING THE INSTRUCTIONS SET FORTH ON THEIR PROXY CARD. IN ORDER TO AVOID
THE ADDITIONAL EXPENSE TO DICE OF FURTHER SOLICITATION, WE ASK FOR YOUR
COOPERATION IN PROMPTLY MAILING IN YOUR PROXY CARD OR VOTING THROUGH THE
INTERNET OR BY TELEPHONE. YOU MAY REVOKE YOUR PROXY AT ANY TIME BEFORE IT IS
VOTED BY GIVING WRITTEN NOTICE TO THE SECRETARY OF THE COMPANY, BY FILING A
PROPERLY EXECUTED PROXY BEARING A LATER DATE, OR BY VOTING IN PERSON AT THE
ANNUAL MEETING.
PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Dice Inc., a Delaware corporation ("Dice"
or the "Company"), for use at Dice's Annual Meeting of Stockholders to be held
on June 14, 2002 at 10:00 A.M. local time, at The Kitano New York, 66 Park
Avenue, New York, New York in the Murray Hill Room on the 18th Floor and at any
adjournment thereof. This Proxy Statement and the accompanying proxy are first
being sent to stockholders entitled to vote at the Annual Meeting on or about
May 14, 2002. The mailing address of Dice's principal executive offices is Dice
Inc., 3 Park Avenue, New York, New York 10016.
The Proxy
Michael P. Durney, Constance Melrose and David Jonassen, each an officer of
the Company, have been selected by the Board of Directors to be the
proxyholders.
Shares represented by a properly executed, unrevoked proxy or properly voted
via the internet or telephonically and received in time for the Annual Meeting
will be voted in the manner specified therein. If no specification is made on
the proxy as to any one or more of the proposals, the shares represented by the
proxy will be voted as follows:
FOR the election of the two directors nominated by the Board of Directors;
FOR approval of the proposal to increase the number of shares of common
stock authorized for issuance under the Employee Stock Purchase Plan by
500,000 shares;
FOR approval of the proposal to grant a one-time option to the Chief
Executive Officer;
FOR the ratification of the selection of Ernst & Young LLP as Dice's
independent auditors for the year ending December 31, 2002; and
with respect to any other business that may properly come before the Annual
Meeting, at the discretion of the proxyholders. Dice does not presently know of
any other such business.
An executed proxy may be revoked at any time before its exercise by giving
written notice to the Secretary of Dice, by filing a properly executed proxy
bearing a later date, or by voting in person at the Annual Meeting.
Voting at the Annual Meeting
The only issued and outstanding voting securities of Dice are its shares of
common stock, $.01 par value, of which 10,956,223 shares were outstanding at
the close of business on March 31, 2002. Only stockholders of record at the
close of business on May 9, 2002 are entitled to receive notice of and to vote
at the Annual Meeting and any adjournment thereof. Each stockholder is entitled
to one vote per share on each matter submitted to a vote of the stockholders,
including the election of directors. Dice's Bylaws do not provide for
cumulative voting by stockholders.
The election inspector appointed for the Annual Meeting will determine
whether or not a quorum is present and will tabulate votes cast by proxy or in
person at the Annual Meeting. The holders of a majority of Dice's outstanding
common stock, present in person or by proxy, will constitute a quorum for the
transaction of business at the Annual Meeting or any adjournment thereof.
Directors are elected by an affirmative vote of a plurality of the shares
present in person or by proxy at the Annual Meeting and entitled to vote. The
other matters submitted for stockholder approval at the Annual Meeting will be
decided by an affirmative vote of the majority of the shares present in person
or by proxy at the Annual Meeting and entitled to vote. Abstentions are included
1
in the determination of shares present for quorum purposes. Because abstentions
represent shares entitled to vote, the effect of an abstention will be the same
as a vote against a proposal. However, abstentions will have no effect on the
election of directors.
If you hold shares in "street name" through a broker or other nominee, your
broker or nominee may not be permitted to exercise voting discretion with
respect to certain matters to be acted upon. If you do not give your broker or
nominee specific instructions, your shares may not be voted on those matters
and will not be considered as present and entitled to vote with respect to
those matters. Shares represented by such "broker non-votes" will, however, be
counted in determining whether there is a quorum.
Solicitation
The expense of soliciting proxies will be borne by Dice. Proxies will be
solicited principally through the use of the mail. Directors, officers and
regular employees of Dice may also solicit proxies personally or by telephone
or special letter without any additional compensation. Dice also will reimburse
banks, brokerage houses and other custodians, nominees and fiduciaries for any
reasonable expenses incurred in forwarding proxy materials to beneficial owners.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the beneficial
ownership of shares of common stock as of March 31, 2002 by (i) each person (or
group within the meaning of Section 13(d)(3) of the Securities Exchange Act of
1934 (the "Exchange Act")) known by Dice to beneficially own more than 5% of
such shares, (ii) each of Dice's directors, including the nominees for
director, (iii) Dice's Chief Executive Officer and each of its executive
officers listed in the "Summary of Executive Compensation" table herein, and
(iv) all directors and executive officers as a group. As of March 31, 2002,
there were 10,956,223 issued and outstanding shares of common stock of Dice.
Unless otherwise noted, beneficial ownership is direct and the person indicated
has sole voting and investment power.
Beneficial Ownership of
Shares(2)
----------------------
Name and Address of Beneficial Owners (1)(2) Number Percentage
- -------------------------------------------- --------- ----------
Warburg, Pincus Ventures, L.P.(3).................................................. 1,817,093 16.6%
Jack D. Hidary..................................................................... 824,698 7.5%
Murray Hidary...................................................................... 814,698 7.4%
Cary Davis(4)...................................................................... 1,817,093 16.6%
Henry Kressel(4)................................................................... 1,817,093 16.6%
Peter A. Derow(5).................................................................. 250,388 2.3%
Scot W. Melland(6)................................................................. 214,348 2.0%
Jeremy Davis(7).................................................................... 9,165 *
James M. Citrin(8)................................................................. 14,165 *
Michael P. Durney(9)............................................................... 164,744 1.5%
Thomas M. Silver................................................................... 48,979 *
Peter M. Steiner................................................................... 15,000 *
Brian P. Campbell(10).............................................................. 61,002 *
TCS Capital(11).................................................................... 756,200 6.9%
Elliott Associates(12)............................................................. 865,659 7.9%
All directors and executive officers as a group (12 Persons) (4)(5)(6)(7)(8)(9)(10) 4,255,280 38.8%
- --------
* Less than 1%
(1) Unless otherwise noted, the address of each of the persons listed is 3
Park Avenue, New York, New York 10016.
2
(2) As used in this table, "beneficial ownership" means the sole or shared
power to vote or direct the voting or to dispose or direct the disposition
of any security. For purposes of this table, a person is deemed to be the
beneficial owner of securities that can be acquired within 60 days from
March 31, 2002, through the exercise of any option, warrant or right.
Shares of common stock subject to options, warrants or rights that are
currently exercisable or exercisable within 60 days are deemed outstanding
for computing the ownership percentage of the person holding such options,
warrants or rights, but are not deemed outstanding for computing the
ownership percentage of any other person. The amounts and percentages are
based upon 10,956,223 shares of common stock outstanding as of March 31,
2002.
(3) The sole general partner of Warburg, Pincus Ventures, L.P. ("Warburg") is
Warburg, Pincus & Co., a New York general partnership ("WP"). Warburg,
Pincus & Co., LLC, a New York limited liability company ("WPLLC"), manages
Warburg. The members of WPLLC are substantially the same as the partners
of WP. Lionel I. Pincus is the managing partner of WP and the managing
member of WPLLC and may be deemed to control both WP and WPLLC. WP has a
15% interest in the profits of Warburg as the general partner and also
owns approximately 1.5% of the limited partnership interests in Warburg.
Henry Kressel, director of Dice, is also Senior Managing Director of WPLLC
and Cary Davis, director of Dice, is also Managing Director of WPLLC, and
thus each of them may be deemed to have an indirect, pecuniary interest
(within the meaning of Rule 16a-1 under the Exchange Act) in an
indeterminate portion of the shares beneficially owned by Warburg and WP.
The address for Warburg is 466 Lexington Avenue, New York, New York 10017.
(4) All of the shares indicated as owned by Dr. Kressel and Mr. C. Davis are
owned directly by Warburg and are included because of Dr. Kressel's and
Mr. C. Davis' affiliation with Warburg. Dr. Kressel and Mr. C. Davis
disclaim beneficial ownership of these shares within the meaning of Rule
13d-3 under the Exchange Act except to the extent of their indirect
pecuniary interests as described in note 3.
(5) Includes 210,388 shares subject to stock options that are exercisable
within 60 days of March 31, 2002.
(6) Includes 174,348 shares subject to stock options that are exercisable
within 60 days of March 31, 2002.
(7) Includes 9,165 shares subject to stock options that are exercisable within
60 days of March 31, 2002.
(8) Includes 9,165 shares subject to stock options that are exercisable within
60 days of March 31, 2002.
(9) Includes 90,625 shares subject to stock options that are exercisable
within 60 days of March 31, 2002.
(10) Includes 47,812 shares subject to stock options that are exercisable
within 60 days of March 31, 2002.
(11) This information is based on a Schedule 13G filed by Eric Semler and TCS
Capital. The address for Mr. Semler is 350 Park Avenue, New York, NY 10022
(12) This information is based on a Schedule 13G filed by Elliott Associates,
LP, and its wholly-owned subsidiaries Elliott International, L.P. and
Elliott International Capital Advisors Inc. (collectively "Elliott
Associates"). Elliott Associates owns 7,500 shares of common stock and
$33,554,000 aggregate principal amount of the Company's 7% Convertible
Subordinated Notes due 2005 (the "Notes"), which are convertible into
858,159 shares of common stock within 60 days of March 31, 2002. The
beneficial ownership amount disclosed assumes the conversion of such Notes
at a conversion price of $39.10 per share into 858,159 shares of common
stock pursuant to the terms of the Notes. The address for Elliott
Associates is 712 Fifth Avenue, 36th Floor, New York, New York 10019.
3
MANAGEMENT
Directors and Executive Officers
The following table sets forth the names, ages and positions of all
directors and executive officers of Dice, including the nominees. A summary of
the background and experience of each of these individuals is set forth after
the table.
Name Age Position(s)
- ---- --- -------------------------------------------------------
Jack D. Hidary(3)...... 33 Chairman of the Board of Directors
Peter A. Derow(1)(2)(3) 61 Vice Chairman of the Board of Directors and Nominee
for Director
Scot W. Melland (3).... 39 President, Chief Executive Officer and Nominee for
Director
Michael P. Durney...... 39 Senior Vice President, Finance, Chief Financial Officer
and Treasurer
Thomas M. Silver....... 42 Senior Vice President, Marketing & Customer Service
Peter M. Steiner....... 43 Senior Vice President, Sales
Brian P. Campbell...... 37 Vice President, General Counsel and Secretary
Cary Davis(2).......... 35 Director
Murray Hidary(3)....... 30 Director
Henry Kressel(1)(3).... 67 Director
James M. Citrin(1)(2).. 42 Director
Jeremy Davis(1)(2)..... 47 Director
- --------
(1) Member of the Compensation Committee of the Board of Directors.
(2) Member of the Audit Committee of the Board of Directors.
(3) Member of the Nominating Committee of the Board of Directors.
Messrs. Jack D. Hidary and Murray Hidary are brothers. There are no other
family relationships among the directors, director nominees or executive
officers of Dice.
Dice's Bylaws and Restated Certificate of Incorporation provide for the
Board of Directors to be divided into three classes, with each class to be as
nearly equal in the number of directors as possible. At each annual meeting of
stockholders, the successors to the class of directors whose term expires at
that time are elected to hold office for a term of three years until their
respective successors are elected and qualified, so that the term of one class
of directors expires at each such annual meeting. Under the terms of Dice's
Restated Certificate of Incorporation and Bylaws, the terms of office expire as
follows: Mr. Derow, 2002; Mr. Melland, 2002; Mr. Murray Hidary, 2003; Mr. C.
Davis, 2003; Mr. J. Davis, 2003; Mr. Citrin, 2004; Dr. Kressel, 2004; and
Mr. Jack Hidary, 2004.
Jack D. Hidary has served as Chairman of the Board of Directors since
January 2001. He served as the President, Chief Executive Officer and a
director of Dice from April 1996 until January 2001 and co-managed its
predecessors from January 1995. Mr. Hidary is a co-founder of Dice. From
November 1991 to July 1994, Mr. Hidary served as a Stanley Fellow in Clinical
Neuroscience at the National Institutes of Health, where he helped establish a
digital brain imaging laboratory making use of the Internet, neural network and
other advanced technologies. Prior to this fellowship, Mr. Hidary helped build
ColumbiaNet, the online service of Columbia University, where he also studied
Philosophy and Neuroscience.
Peter A. Derow has been Vice Chairman of the Board of Directors since April
23, 2001 and has been a director of Dice since May 1999. He served as President
and Chief Executive Officer from January 2001 through April 23, 2001. Prior to
joining Dice, Mr. Derow served as President and Chief Executive Officer of
Institutional
4
Investor, Inc., a wholly owned subsidiary of Capital Cities/ABC and later The
Walt Disney Company, from 1988 until his retirement in 1997. Earlier, Mr. Derow
served as Chairman and President of Newsweek, Director of The Washington Post
Company, President of CBS Publishing Group, and Senior Vice President and
Director of CBS, Inc. He currently serves on the Boards of Directors of CACI,
Inc. (member of Audit Committee), Moore Medical, Inc., GlobalSpec, Inc.,
Mediamap, Inc., 101 Communications, Inc. and Netscan, Inc. Mr. Derow holds a
B.A. degree from Harvard College and an M.B.A. from Harvard University's
Graduate School of Business Administration.
Scot W. Melland joined Dice as President and Chief Executive Officer,
effective April 23, 2001. Prior to joining the Company, he served as President
and Chief Executive Officer of Vcommerce Corporation since 1999. From 1996 to
1999, he was Senior Vice President-Interactive Services for Cendant
Corporation. Previously, Mr. Melland served as Vice President, Investments and
Alliances for Ameritech Development Corp. Mr. Melland began his career as a
consultant, joining McKinsey & Company in 1985. Mr. Melland holds a B.S. in
economics from the University of Pennsylvania and an M.B.A. from Harvard
University's Graduate School of Business Administration.
Michael P. Durney has been Senior Vice President, Finance and Chief
Financial Officer since June 1, 2000 and, since July, 2000, has also been the
Company's Treasurer. Prior to joining Dice, Mr. Durney held the position of
Vice President and Controller of USA Networks, Inc. from March 1998 to May
2000; Chief Financial Officer of Newport Media, Inc. from 1996 to 1998;
Executive Vice President of Finance of Hallmark Entertainment, Inc. from 1994
to 1996; and Vice President, Controller of Univision Television Group from 1989
to 1994. Mr. Durney started his finance career at the accounting firm of Arthur
Young & Company. Mr. Durney holds a B.S. degree in Accounting from the State
University of New York at Oswego, and is a Certified Public Accountant.
Thomas M. Silver has been Senior Vice President of Marketing since joining
the Company in July 2001. Previously, Mr. Silver was Senior Vice President of
Marketing at Bowne & Co. from 1998 to 2001 where he oversaw the expansion of
that company's global internet consulting division. From January 1988 through
March 1998, Mr. Silver held various management positions including Vice
President of Marketing and Sales, Vice President of Business Travel Operations
and Vice President of Product Development and Communication at American
Express. Mr. Silver is a graduate of Cornell University and holds an M.B.A.
from New York University School of Business.
Peter M. Steiner, Jr. has been Senior Vice President of Sales since joining
the Company in August 2001. Prior to joining the Company, Mr. Steiner served as
Executive Vice President at LavaStorm where he focused on sales and operations.
From 1995 to 1999, Mr. Steiner was Senior Vice President of Sales at
Monster.com where he launched and built that company's sales organization and
strategy, including inside sales, field sales and alliance teams. Prior to
joining Monster.com, Mr. Steiner spent fifteen years in the technology
industry, including eleven years in sales and sales management at Hewlett
Packard. Mr. Steiner holds a B.S. in psychology and business from Juniata
College.
Brian P. Campbell has been the Vice President, General Counsel and Secretary
of Dice since January 2000. Prior to joining Dice, Mr. Campbell was Vice
President, General Counsel and Secretary of CMP Media Inc. and Miller Freeman,
Inc. Prior to joining CMP in 1995, Mr. Campbell was an attorney in the
corporate department of Mudge Rose Guthrie Alexander & Ferdon since 1988. Mr.
Campbell received a J.D. from St. John's University School of Law and a B.A.
from the University of Virginia.
Cary Davis has been a director of Dice since February 1998. Mr. Davis has
served with Warburg Pincus, LLC, an investment firm, since October 1994 and has
been a Managing Director since January 1999. From August 1992 to September
1994, Mr. Davis was employed by Dell Computer Corporation, where his last
position was Manager of Worldwide Desktop Marketing. Mr. Davis also serves as a
director of Evolve Software and several private companies. Mr. Davis holds a
B.A. from Yale University and an M.B.A. from Harvard University's Graduate
School of Business Administration.
5
Murray Hidary has been a director of Dice since April 1996. He was the
Executive Vice President from April 1996 until January 2001, as well as
Treasurer from April 1996 until July 2000, and co-managed its predecessors
since January 1995. Mr. Hidary is a co-founder of Dice. Mr. Hidary studied
Music and Composition at New York University.
Henry Kressel has been a director of Dice since October 1996. Dr. Kressel
has served with Warburg Pincus, LLC since 1983 and has been a Senior Managing
Director since 2000. Prior to 1983, Dr. Kressel was Staff Vice President for
research and development in solid-state technology at the RCA Corporation. Dr.
Kressel also serves as a director of SynQuest Inc., a supply chain management
software company. Dr. Kressel received a B.A. from Yeshiva University, a
Masters in Applied Physics from Harvard University, a Ph.D. in Engineering from
the University of Pennsylvania and an M.B.A. from The Wharton School of
Business at the University of Pennsylvania.
James M. Citrin has been a director of Dice since June 2001. Mr. Citrin is a
Managing Director of Spencer Stuart Inc., a leading provider of top-level
executive search and recruitment services. He also serves as Chairman of
Spencer Stuart Talent Network, the firm's middle management Internet recruiting
operation. Prior to 1994 when he joined Spencer Stuart, Mr. Citrin was director
of corporate planning at The Reader's Digest Association. Prior to that, Mr.
Citrin spent five years with McKinsey & Company. Earlier, he was an associate
with Goldman, Sachs & Company and spent three years as a financial analyst with
Morgan, Stanley & Co. Mr. Citrin is a member of the Advisory Boards of Maveron
Equity Partners and ClubMom, Inc., and serves as a member of the Vassar Board
of Trustees. He received a B.A. in economics from Vassar College and earned an
M.B.A. from Harvard University's Graduate School of Business Administration.
Jeremy Davis has been a director of Dice since June 2001. Mr. Davis is
Chairman of ProActivity, Inc., a provider of business process solutions. He is
also Chairman of Supply Science, Inc. From 1999 to 2000, Mr. Davis was
President & Chief Executive Officer of InterWorld Corp. From 1997 to 1999, he
was President and Chief Executive Officer of InConcert, Inc. Mr. Davis served
as President & Chief Executive Officer of Business Matters, Inc. from 1995 to
1996. Mr. Davis joined Dun & Bradstreet Corporation in 1990, serving as
President of two of its subsidiary companies through 1995: Erisco, Inc. and
Sales Technologies Inc. In the 1980's, Mr. Davis held positions of increasing
responsibility at McDonnell Douglas Automation Company and was a founding
partner of Vanguard International Management Systems, Inc., an international
consulting firm for high technology companies. He also serves on the Board of
Directors of Q Optics Inc. He holds an M.B.A. in International Business from
the University of Missouri.
PROPOSAL ONE
ELECTION OF DIRECTORS
At the Annual Meeting, two individuals will be elected as directors for
three-year terms and until their successors are elected and qualified. The
Board of Directors has nominated Peter A. Derow and Scot Melland for
re-election at the Annual Meeting and they would serve as directors for
three-year terms. The Board of Directors knows of no reason why any of the
nominees should be unable or unwilling to serve, but if one or more of the
nominees should, for any reason, be unable or unwilling to serve, the proxies
will be voted for the election of such other nominee or nominees to the office
of director as the Board of Directors may recommend.
The affirmative vote of a plurality of the shares of common stock
represented and voted at the meeting is required for the election of each of
the listed nominees for Director.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE NOMINEES FOR ELECTION AS
MEMBERS OF THE BOARD OF DIRECTORS.
The proxies given to the proxyholders will be voted or not voted as
indicated in accordance with the terms of the proxy card, and if no direction
is given, will be voted FOR approval of the nominees.
6
Compensation of Directors
Since June 2001, Dice has paid directors of Dice who are not also employees
of Dice an annual fee of $15,000 and granted each new non-employee director
options to purchase 30,000 shares of common stock which vest over three years.
Prior to June 2001, Dice did not pay any director's fees. Until June 2001, Dice
did not have any formal program to grant options to its directors. However,
during 1999 and 2000, Peter A. Derow was granted options to purchase 20,000
shares and 40,000 shares, respectively, of common stock under the 1998 Stock
Incentive Plan. In addition, on February 7, 2001, Mr. Derow, in his capacity as
President and Chief Executive Officer of the Company, was granted options to
purchase 393,303 shares of common stock of the Company. On December 7, 2001,
Mr. Derow, in his capacity as Vice Chairman of the Board of Directors of the
Company was granted options to purchase 200,000 shares of common stock of the
Company. Directors who are also employees of Dice receive no additional
compensation for their service as directors of Dice.
Indemnification
The General Corporation Law of the State of Delaware provides that a
corporation may indemnify its directors and officers for certain liabilities.
Dice's Restated Certificate of Incorporation and Bylaws provide for the
indemnification of its directors and officers. The effect of such provisions is
to indemnify to the fullest extent permitted by law the directors and officers
of Dice against all costs, expenses and liabilities incurred by them in
connection with any action, suit or proceeding in which they are involved by
reason of their affiliation with Dice. Dice maintains directors and officers
liability insurance.
Committees of the Board
The Board of Directors has established an Audit Committee, the members of
which are James A. Citrin, Cary Davis, Jeremy Davis and Peter A. Derow
(Chairman); a Compensation Committee, the members of which are James A. Citrin
(Chairman), Jeremy Davis, Peter A. Derow and Henry Kressel; and a Nominating
Committee, the members of which are Peter A. Derow, Jack Hidary (Chairman),
Murray Hidary, Henry Kressel and Scot Melland.
Attendance at Board and Committee Meetings
During the fiscal year ended December 31, 2001, the Board of Directors met a
total of seven times--six times with all directors being present in person or
via telephone and once when Dr. Kressel was not able to attend. The Board of
Directors also acted by unanimous written consent three times. The Audit
Committee met a total of five times--four times with all committee members
being present and once when Mr. Cary Davis was not able to attend. The Audit
Committee also acted once by unanimous written consent. The Compensation
Committee met a total of four times--three times with all committee members
being present and once when Dr. Kressel was not able to attend. The
Compensation Committee also acted by unanimous written consent seven times
during the fiscal year ended December 31, 2001. The Nominating Committee was
established in June 2001 and did not meet during the fiscal year ended December
31, 2001.
The Audit Committee
The Audit Committee is responsible for recommending to the Board of
Directors the engagement of the independent auditors of Dice and reviewing with
the independent auditors the scope and results of the audits, the internal
accounting controls of Dice, the financial reporting process, audit practices
and the professional services furnished by the independent auditors.
7
AUDIT COMMITTEE REPORT
The following report of the Audit Committee does not constitute soliciting
material and should not be deemed filed or incorporated by reference into any
other Company filing under the Securities Act of 1933 (the "Securities Act") or
the Exchange Act, except to the extent the Company specifically incorporates
this report by reference therein.
Upon the recommendation of the Audit Committee and in compliance with Nasdaq
rules, the Board has adopted an Audit Committee Charter setting forth the
requirements for the composition of the Audit Committee, the qualifications of
its members and the responsibilities of the Audit Committee. The Audit
Committee Charter is set forth in Appendix A to this proxy statement. Messrs.
Citrin, C. Davis and J. Davis are directors who are independent under Nasdaq
listing standards. Although Mr. Derow served as President and Chief Executive
Officer of the Company from January 29, 2001 through April 23, 2001, the Board
of Directors of the Company appointed Mr. Derow to the Audit Committee on June
13, 2001 after determining that such appointment was in the best interests of
the Company and its stockholders. In addition in accordance with the
regulations of the Securities and Exchange Commission (the "SEC"), the Audit
Committee has issued the following report.
The Audit Committee oversees the Company's financial reporting process on
behalf of the Board of Directors. Management has the primary responsibility for
the financial statements and the reporting process including the systems of
internal controls. In fulfilling its oversight responsibilities, the Committee
reviewed and amended the audited financial statements in the Annual Report with
management including a discussion of the quality, not just the acceptability,
of the accounting principles, the reasonableness of significant judgments, and
the clarity of disclosures in the financial statements.
The Committee reviewed with Ernst & Young LLP, the independent auditors who
are responsible for expressing an opinion on the conformity of those audited
financial statements with generally accepted accounting principles, their
judgments as to the quality, not just the acceptability, of the Company's
accounting principles. The Committee has discussed with the Company's
independent auditors the matters required to be discussed by Statement on
Accounting Standards No. 61 (Codification of Statements on Auditing Standards).
The Committee has also received the written disclosures and the letter from
Ernst & Young LLP required by Independence Standards Board Standard No. 1,
Independence Discussions with Audit Committees, and the Committee also has
discussed the independence of Ernst & Young LLP with that firm.
The Committee discussed with the Company's independent auditors the overall
scope and plans for its audit. The Committee met with the independent auditors,
with and without management present, to discuss the results of their
examinations, their evaluations of the Company's internal controls, and the
overall quality of the Company's financial reporting. The Committee held five
meetings and acted once by unanimous written consent during fiscal 2001.
Based on the reviews and discussions referred to above, the Committee
recommended to the Board of Directors (and the Board has approved) that the
audited financial statements be included in the Annual Report on Form 10-K for
the year ended December 31, 2001 for filing with the SEC. The Committee and the
Board have also recommended, subject to stockholder approval, the selection of
Ernst & Young LLP as the Company's independent auditors for the year ending
December 31, 2002.
Peter A. Derow, Chairman
James A. Citrin
Cary Davis
Jeremy Davis
The Compensation Committee
The Compensation Committee is responsible for overseeing administration of
the Company's compensation policies and practices, including reviewing and
approving all compensation arrangments for officers of Dice, and is also
responsible for administering, or making recommendations with respect to,
Dice's stock plans.
8
COMPENSATION OF EXECUTIVE OFFICERS
Summary of Executive Compensation
The table below sets forth information concerning the annual and long-term
compensation for services rendered in all capacities to Dice during the years
ended December 31, 2001, 2000 and 1999 for: (1) the three individuals who
served as the Chief Executive Officer of Dice at different times during 2001,
and (2) the four other most highly compensated executive officers of Dice who
were serving as executive officers at December 31, 2001 (collectively, the
"Named Executive Officers"):
Summary Compensation Table
Long Term
Annual Compensation Compensation Awards
------------------------------- ---------------------
Other Securities
Annual Restricted Underlying All Other
Year Salary Bonus Compensation Stock Options Compensation
---- -------- -------- ------------ ---------- ---------- ------------
Scot W. Melland(1)................... 2001 $210,385 $159,000(2) -- -- 697,391(3) --
President and Chief Executive Officer
Peter A. Derow(4).................... 2001 $ 71,731 -- -- -- 593,303 --
Former President & Chief Executive
Officer
Jack D. Hidary(5).................... 2001 $ 17,917 -- $ 254(6) -- -- $199,464(7)
Former President & Chief Executive 2000 215,000 $ 53,750(8) -- -- 260,000 --
Officer 1999 175,000 99,000(9) -- -- -- --
Michael P. Durney.................... 2001 $230,741 $124,000(10) $3,047(6) -- 140,000 --
Sr. Vice President, Finance and CFO 2000 141,921 39,750(8) -- 40,000(11) 125,000 --
Thomas M. Silver(12)................. 2001 $103,366 $ 54,500(2) $1,418(6) -- 150,000 --
Sr. Vice President, Marketing and
Customer Service
Peter M. Steiner (13)................ 2001 $ 76,923 $ 57,000(2) -- -- 75,000 --
Sr. Vice President, Sales
Brian P. Campbell.................... 2001 $218,818 $ 50,000(2) $3,047(6) -- 85,000 --
Vice President, General Counsel and 2000 177,757 56,063(8) -- -- 60,000 --
Corporate Secretary
- --------
(1) Mr. Melland commenced employment with the Company on April 12, 2001.
(2) Represents bonus earned in 2001, which was paid in 2002.
(3) The Compensation Committee has approved, subject to stockholder approval,
the grant of options to purchase an additional 350,000 shares of common
stock to Mr. Melland. The grant of such additional options is being
submitted to the stockholders for consideration and approval under
Proposal Three in this Proxy and will not be effective unless and until
the stockholders approve such proposal. For all purposes in this Proxy,
the 350,000 options are not included in calculating options granted.
(4) Mr. Derow commenced employment with the Company on January 29, 2001 and
resigned effective April 23, 2001.
(5) Mr. J. Hidary resigned effective January 26, 2001.
(6) Represents Company-match component of 401(k) Plan.
(7) Represents payments made during 2001 pursuant to separation agreement.
(8) Represents bonuses earned in 2000, a portion of which were paid in 2001.
(9) Represents bonuses earned in 1999, a portion of which were paid in 2000.
(10) Represents bonuses earned in 2001, a portion of which were paid in 2002.
(11) As an inducement to Mr. Durney's employment with the Company, the Company
granted Mr. Durney 40,000 shares of restricted stock as follows: (i)
20,000 shares vesting over a three year period, with one-third of such
shares vesting on each of the first three anniversaries of the grant date,
and (ii) 20,000 shares
9
vesting over a six-year period, with one-sixth of such shares vesting on
each of the first six anniversaries of the grant date. The value of the
restricted stock award at the end of fiscal year 2001 is $72,000, based on
the closing price of the stock on December 31, 2001.
(12) Mr. Silver commenced employment with the Company on July 9, 2001.
(13) Mr. Steiner commenced employment with the Company on August 15, 2001.
Summary of Option Grants
The following table sets forth information regarding stock options granted
by Dice pursuant to the Dice Inc. 1998 Stock Incentive Plan (the "1998 Stock
Incentive Plan") during the fiscal year ended December 31, 2001 to each of the
Named Executive Officers. Dice has never granted stock appreciation rights.
Option Grants in Last Fiscal Year Potential Realized
------------------------------------------------ Value at Assumed
Number of Annual Rates of Stock
Securities Percent of Total Options Exercise or Price Appreciation for
Underlying Granted to Employees Base Price Option Term(4)
Options in Fiscal Year Ended Per Share Expiration ----------------------
Name Granted (1) December 31, 2001(2) ($/Share)(3) Date 5% 10%
---- ----------- ------------------------ ------------ ---------- ---------- ----------
Scot W. Melland(5)....... 600,000 20.6% $2.43 04/12/11 $ 916,928 $2,323,677
97,391 3.3% $2.43 04/12/11 $ 148,834 $ 377,175
Peter A. Derow........... 393,303 13.5% $5.63 02/07/11 $1,391,322 $3,525,883
200,000 6.9% $0.97 12/07/11 $ 122,006 $ 309,186
Michael P. Durney........ 40,000 1.4% $4.50 02/22/11 $ 113,201 $ 286,874
100,000 3.4% $0.88 08/13/11 $ 55,343 $ 140,249
Thomas M. Silver......... 100,000 3.4% $2.19 07/10/11 $ 137,728 $ 349,030
25,000 0.9% $0.88 08/13/11 $ 13,836 $ 35,062
25,000 0.9% $1.65 09/17/11 $ 25,942 $ 65,742
Peter M. Steiner......... 75,000 2.6% $0.71 08/13/11 $ 33,489 $ 84,867
Brian P. Campbell........ 25,000 0.9% $4.50 02/22/11 $ 70,751 $ 179,296
60,000 2.1% $0.88 08/13/11 $ 33,206 $ 84,150
- --------
(1) The options were granted under the 1998 Stock Incentive Plan. Unless
otherwise noted, the options vest over a four-year period, with 25% of the
number of options granted vesting on the first anniversary of the grant
date and 6.25% of the number of options granted vesting quarterly
thereafter. For any subsequent grants, the options vest 6.25% on a
quarterly basis after the first anniversary of the initial grant.
(2) Based on an aggregate of 2,919,019 options granted to employees in the year
ended December 31, 2001, including options granted to Named Executive
Officers.
(3) The exercise price per share of each option was equal to the fair market
value of the common stock on the date preceding the date of the grant,
based on the closing price for the common stock as reported on the Nasdaq
National Market.
(4) The dollar amounts under these columns are the result of calculations at
the 5% and 10% rates required by applicable regulations of the Securities
and Exchange Commission and, therefore, are not intended to forecast
possible future appreciation, if any, of the common stock price. Assumes
all options are exercised at the end of their respective terms. Actual
gains, if any, on stock option exercises depend on the future performance
of the common stock and overall market conditions, as well as the
optionee's continued employment through the vesting period. The amounts
reflected in this table may not necessarily be achieved and are before any
taxes associated with exercise.
(5) The Compensation Committee has approved, subject to stockholder approval,
the grant of options to purchase an additional 350,000 shares of common
stock to Mr. Melland. The grant of such additional options is being
submitted to the stockholders for consideration and approval under Proposal
Three in this Proxy and will not be effective unless and until the
stockholders approve such proposal. For all purposes in this Proxy, the
350,000 options are not included in calculating options granted.
10
Summary of Options Exercised
The following table sets forth information concerning options exercised by
any Named Executive Officer during the fiscal year ended December 31, 2001 and
unexercised options held by the Named Executive Officers as of December 31,
2001. The values of unexercised in-the-money options represent the positive
spread between the respective exercise prices of outstanding stock options and
the last reported sale price of the common stock as quoted on the Nasdaq
National Market System on December 31, 2001 of $1.80 per share.
Aggregate Option Exercises in Last Fiscal Year
And Fiscal Year-End Option Values
-----------------------------------------------------
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money
Options at Fiscal Year End Options At Fiscal Year End
-------------------------- --------------------------
Shares
Acquired Value
Name On Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
---- ----------- -------- ----------- ------------- ----------- -------------
Scot W. Melland............ -- -- -- 697,391 -- --
Peter A. Derow............. -- -- 137,013 519,053 -- $166,000
Jack D. Hidary............. -- -- 98,125 -- -- --
Michael P. Durney.......... -- -- 50,000 215,000 $5,750 $ 86,250
Thomas M. Silver........... -- -- -- 150,000 $ -- $ 26,750
Peter M. Steiner........... -- -- -- 75,000 $ -- $ 81,750
Brian P. Campbell.......... -- -- 25,000 120,000 $3,450 $ 51,750
Employment Agreements
Dice has entered into employment agreements with Scot W. Melland, President
and Chief Executive Officer, Michael P. Durney, Senior Vice President, Finance
and Chief Financial Officer, Thomas M. Silver, Senior Vice President of
Marketing and Customer Service, Peter M. Steiner, Senior Vice President of
Sales, and Brian P. Campbell, Vice President, General Counsel and Secretary.
These employment contracts provide for base salaries ranging from $200,000 to
$300,000 and bonuses based on both individual and overall Dice performance
measures. The material terms of these employment agreements are: (1) if any
executive is terminated without cause, he will receive severance pay of between
six and twelve months; and (2) during the term of the agreement and for a
period of up to three years thereafter, the executive is prohibited from
competing with Dice.
Change of Control Protections
The employment agreements also provide that if there is a termination,
without cause or for good reason, within twelve months of a change of control,
the employee is entitled to (i) a lump-sum severance payment equal to his then
current salary and his most recent annual bonus, (ii) immediate acceleration of
all unvested stock options and (iii) medical and dental benefits for one year.
Mr. Durney is also eligible for additional vesting under restricted stock award
grants made to him. The employment agreements also provide for a "gross-up"
payment to be made to the employee to offset the imposition of any golden
parachute excise taxes which might otherwise be payable by the employee.
Resignation and Separation Agreements
On January 26, 2001, Mr. Jack Hidary tendered his resignation to the Board
of Directors. Mr. Jack Hidary entered into a Resignation Agreement with the
Company that provides for the Company to make separation payments to him equal
to his then-current salary of $215,000 for the period through February 26,
2003, plus the unpaid portion of his bonus for 2000. The continued payment of
such base salary is contingent upon Mr. Jack Hidary's not disclosing Dice's
confidential information or competing with the business of Dice.
Compensation Committee Interlocks and Insider Participation
In June 2001, Messrs. James A. Citrin, Jeremy Davis, Peter A. Derow and
Henry Kressel were appointed as members of the Compensation Committee and
continue to serve on the Committee. Except for Mr. Derow, who
11
served as President and Chief Executive Officer of the Company from January
through April 2001, the remaining members of the Compensation Committee are
non-employee directors.
From January through June 2001, Messrs. Cary Davis, Jack Hidary and Henry
Kressel served as members of the Compensation Committee. Except for Mr. Jack
Hidary, who served as President and Chief Executive Officer of the Company
until January 2001, the remaining members of the Compensation Committee were
non-employee directors.
Dr. Kressel has served with Warburg Pincus LLC since 1983 and has been a
Senior Managing Director since 2000. Mr. Cary Davis has served with Warburg
Pincus LLC since 1994 and has been a Managing Director since 1999.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires that Dice's executive officers
and directors, and any persons holding more than 10 percent of the common
stock, file reports of beneficial ownership on Form 3 and changes in beneficial
ownership on Forms 4 and 5 with the SEC. Such reporting persons are also
required by the SEC rules to furnish Dice with copies of all Section 16(a)
reports they file. Based solely on its review of the Forms 3, 4 and 5 and any
amendments thereto filed by such reporting persons, as well as written
representations from certain reporting persons that no Forms 5 are required,
Dice believes that, during the fiscal year ended December 31, 2001, all Section
16(a) filing requirements applicable to such reporting persons were complied
with pursuant to the SEC rules, with the following exception: Mr. David
Jonassen, the Chief Accounting Officer of the Company, was late in filing both
a Form 3 when he was appointed an executive officer of the Company on July 28,
2000 and a Form 5 for the year ended December 31, 2000 as required by Rule
16a-3 of the Exchange Act. The disclosure required to be made by these two
filings, in addition to the disclosure required for the year ended December 31,
2001, was made pursuant to a Form 5 filed on February 11, 2002.
1996 Amended and Restated Stock Plan
The 1996 Amended and Restated Stock Plan (as amended to date, the "1996
Stock Plan") was adopted by the Board of Directors of Dice in October 1996 and
was subsequently ratified by the stockholders of Dice. The 1996 Stock Plan
provides for the grant of incentive stock options and non-qualified stock
options. The 1996 Stock Plan also provides for the issuance of stock
appreciation rights and restricted stock. Directors, employees and consultants
of Dice are eligible to receive grants under the 1996 Stock Plan. The 1996
Stock Plan authorized 525,000 shares of common stock for issuance, subject to
adjustment as set forth in the 1996 Stock Plan. As of March 31, 2002, options
relating to 38,074 shares of common stock were outstanding under the 1996 Stock
Plan. Dice has ceased granting additional options pursuant to the 1996 Stock
Plan.
1998 Stock Incentive Plan
Dice's 1998 Stock Incentive Plan was adopted by the Board of Directors in
November 1998 and has been approved by Dice's stockholders. In accordance with
the terms of the 1998 Stock Incentive Plan as amended in 2000 (as approved by
Dice's Board of Directors and stockholders), starting in 2001, the number of
shares of common stock reserved for issuance increases annually by a number
equal to four percent (4%) of the total number of shares of common stock then
outstanding on the first day of the Company's fiscal year or a lesser number of
shares as determined by the plan administrator. Accordingly, an additional
416,000 and 429,039 shares of common stock were reserved for issuance under the
1998 Stock Incentive Plan in January 2001 and January 2002, respectively. As of
March 31, 2002, the total number of shares of common stock reserved for
issuance under the 1998 Stock Incentive Plan was 4,616,393, of which options on
57,220 shares have been exercised and options relating to 3,216,518 shares
remained outstanding.
1998 Employee Stock Purchase Plan
Dice's 1998 Employee Stock Purchase Plan is described in Proposal Two.
12
401(k) Plan
Dice maintains two 401(k) retirement savings plans (the "401(k) Plans"). All
employees of Dice and its subsidiaries, meeting certain minimum eligibility
requirements are eligible to participate in the 401(k) Plans. The 401(k) Plans
generally provide that the employee may contribute up to 20% of his or her
pre-tax gross compensation (but not greater than a statutorily prescribed
annual limit). The 401(k) Plans permit additional contributions to the 401(k)
Plans by Dice. All amounts contributed by the employee participants in
conformity with plan requirements and earnings on such contributions are fully
vested at all times. For the year ended December 31, 2001, Dice contributed
$297,000 to the 401(k) Plans.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
Dice's executive compensation program has been administered by the
Compensation Committee of the Board of Directors since August 1, 1998. Prior to
August 1, 1998, compensation decisions and grants of stock options were made by
the Board of Directors. The current members of the Compensation Committee are
Mr. Citrin (Chairman), Mr. J. Davis, Mr. Derow and Dr. Kressel, each of whom is
a non-employee director within the meaning of Section 16 of the Exchange Act
and an "outside director" within the meaning of Section 162(m) of the Code.
General Compensation Philosophy
The role of the Compensation Committee is to review and administer all
compensation arrangements for officers of Dice (including all of the Named
Executive Officers), and to be responsible for administering or making
recommendations with respect to Dice's stock plans. Dice's compensation
philosophy for officers is to relate compensation to corporate performance and
increases in stockholder value, while providing a total compensation package
that is competitive and enables Dice to attract, motivate, reward and retain
key executives and employees. Dice uses salaries, bonuses and stock options to
meet these goals.
EXECUTIVE COMPENSATION
Base Salary. Salaries for executive officers for 2001 were generally
determined by the Board of Directors or Compensation Committee on an individual
basis. For 2002, the Compensation Committee reviewed the base salaries of the
executive officers by evaluating each executive's scope of responsibility,
performance, prior experience and salary history, as well as the salaries for
similar positions at comparable companies.
Annual Incentive Awards. Dice's executive officers are eligible for cash
bonus awards. Awards under this program are based on individual performance
objectives and on the attainment of specific company performance measures
established by the Compensation Committee each year. Awards under this program
for 2001 were determined by the Compensation Committee of the Board of
Directors.
Long-Term Incentive Awards. The Compensation Committee believes that
equity-based compensation in the form of stock options links the interests of
executives with the long-term interests of Dice's stockholders and encourages
executives to remain in Dice's employ. Dice grants stock options in accordance
with the 1998 Stock Incentive Plan and previously granted stock options in
accordance with the 1996 Stock Plan. Grants are awarded based on a number of
factors, including the individual's level of responsibility, the amount and
term of options already held by the individual, the individual's contributions
to the achievement of Dice's financial and strategic objectives, and industry
practices and norms.
Chief Executive Officer Compensation
For 2001, the Compensation Committee authorized Mr. Jack D. Hidary's annual
base salary of $215,000. Mr. Jack D. Hidary resigned from his position as
President and Chief Executive Officer effective January 26,
13
2001. The Compensation Committee authorized Mr. Derow's annual base salary of
$300,000, of which on a pro rated basis he earned $71,731 between January 29,
2001 and April 23, 2001. On February 7, 2001, Mr. Derow was granted options to
purchase 393,303 shares of common stock of the Company at a grant price of
$5.625 per share, vesting monthly over a three-year period. The Compensation
Committee has authorized the continued vesting of Mr. Derow's option grant
after Mr. Derow's resignation as President and Chief Executive Officer. On
December 7, 2001, the Compensation Committee granted Mr. Derow, in his capacity
as Vice Chairman of the Board of Directors of the Company, options to purchase
200,000 shares of common stock of the Company at a grant price of $0.97 per
share, vesting over a four-year period.
Mr. Scot W. Melland was appointed President and Chief Executive Officer
effective April 23, 2001. The Compensation Committee authorized Mr. Melland's
annual base salary of $300,000. At the time of his employment, Mr. Melland was
granted options to purchase 697,391 shares of common stock of the Company at an
exercise price of $2.43 per share, the closing price of the Company's common
stock on the day immediately preceding the date of grant. The options vest over
a period of four years and are exercisable until the tenth anniversary of the
date of grant. On December 7, 2001, the Compensation Committee approved a
one-time grant to Mr. Melland of additional stock options to purchase 350,000
shares of common stock of the Company. This grant is conditioned upon approval
of the Company's stockholders. The options were granted at an exercise price of
$0.97 per share, the closing price of the Company's common stock on the day
immediately preceding the date of grant. The options granted in December
otherwise have the same terms and conditions as the options granted to Mr.
Melland in April. In 2001, pursuant to the terms of his employment agreement,
Mr. Melland was awarded a bonus of $159,000, which was paid in 2002.
The Compensation Committee has sought to create a compensation arrangement
for Mr. Melland which is equitable in relation to the fair value of
compensation packages offered to chief executive officers in the career
solutions industry specifically and other companies of similar size to the
Company in the internet industry generally.
In arriving at the number of options to be granted to Mr. Melland upon
employment the Compensation Committee relied on the estimate of a competitive
total compensation package for a newly hired chief executive officer of an
internet company of similar size. In approving the conditional grant to Mr.
Melland in December 2001, the Compensation Committee considered the fall in
price of the Company's common stock and its effect on the value of the stock
options granted to Mr. Melland in April and the need to provide additional
incentive to Mr. Melland both to remain with the Company and to drive the
Company's business. The Company believes that Mr. Melland's compensation
arrangement reflects the executive compensation philosophy of the Company to
align management and stockholder long-term interest through equity-based
compensation.
Internal Revenue Code Section 162(m) Limitation
Section 162(m) of the Code limits the tax deduction to $1.0 million for
compensation paid to certain executives of public companies. Having considered
the requirements of Section 162(m), the Compensation Committee believes that
grants made pursuant to the 1996 Stock Plan and the 1998 Stock Incentive Plan
meet the requirements that such grants be "performance based" and are,
therefore, exempt from the limitations on deductibility. Historically, the
combined salary and bonus of each executive officer has been below the
$1.0 million limit. The Compensation Committee's present intention is to comply
with Section 162(m) unless the Compensation Committee feels that required
changes would not be in the best interest of Dice or its stockholders.
COMPENSATION COMMITTEE
James A. Citrin, Chairman
Jeremy Davis
Peter A. Derow
Dr. Henry Kressel
14
Other Reportable Transactions
On January 26, 2001, Mr. Murray Hidary, the brother of Mr. Jack Hidary,
tendered his resignation to the Board of Directors. Mr. Murray Hidary entered
into a Resignation Agreement with the Company that provides for the Company to
make severance payments to him equal to his then-current salary of $215,000 for
the period through February 26, 2003, plus the unpaid portion of his bonus for
2000. The continued payment of such base salary is contingent upon Mr. Murray
Hidary's not disclosing Dice's confidential information or competing with the
business of Dice.
DICE STOCK PRICE PERFORMANCE
The following performance graph assumes an investment of $100 on December
31, 1998 and compares the change to December 31, 2001 in the market prices of
the common stock with a broad market index (Nasdaq Stock Market--U.S.) and an
industry index (JP Morgan H & Q Internet 100 Index). Dice paid no dividends
during the periods shown; the performance of the indexes is shown on a total
return (dividend reinvestment) basis. The graph lines merely connect the prices
on the dates indicated and do not reflect fluctuations between those dates. The
comparisons provided in this graph are not intended to be indicative of
possible future performance of Dice's common stock.
[LINE CHART]
DICE INC
Cumulative Total Return
--------------------------------------------------------
11/11/98 12/98 12/99 12/00 12/01
DICE INC. 100.00 277.68 359.38 52.68 12.86
NASDAQ STOCK MARKET (U.S.) 100.00 118.12 219.50 132.03 104.76
JP MORGAN H & Q INTERNET 100 100.00 140.16 485.98 186.99 120.32
The foregoing report of the Compensation Committee of the Board of Directors
on executive compensation and the performance graph that appears immediately
above shall not be deemed to be soliciting material or to be filed with the SEC
under the Securities Act or the Exchange Act, or incorporated by reference in
any document so filed.
PROPOSAL TWO
AMENDMENT TO DICE'S 1998 EMPLOYEE STOCK PURCHASE PLAN TO INCREASE THE NUMBER OF
SHARES OF COMMON STOCK AUTHORIZED FOR ISSUANCE UNDER THE PLAN.
Dice's 1998 Employee Stock Purchase Plan (the "Stock Purchase Plan")
provides its eligible employees and those of its participating subsidiaries
with the opportunity to purchase shares of Dice's common stock through
convenient payroll deductions. The Board of Directors believes that it is in
the best interests of the Company and its stockholders to provide employees at
all levels with an opportunity for equity participation through the Stock
Purchase Plan. As of March 31, 2002, approximately 54% of eligible employees
are participating in the Stock Purchase Plan and 285,296 shares of common stock
remain available for purchase pursuant to the Stock Purchase Plan. Management
believes there may not be enough shares to meet anticipated employee demand, as
the lower price of the Company's stock during the past year requires a greater
number of shares to satisfy enrollment requirements. Therefore, the Board of
Directors has adopted an amendment to Dice's Stock Purchase Plan to increase
the number of shares of common stock reserved for issuance thereunder by an
additional 500,000 shares from 777,915 to 1,277,915, subject to approval of our
stockholders at the Annual Meeting.
The affirmative vote of a majority of the shares of common stock represented
and voted at the Annual Meeting is required for approval of Proposal Two.
15
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" APPROVAL OF THE AMENDMENT TO
DICE'S 1998 EMPLOYEE STOCK PURCHASE PLAN TO INCREASE THE NUMBER OF SHARES OF
COMMON STOCK AUTHORIZED FOR ISSUANCE UNDER THE PLAN.
The persons designated in the enclosed proxy will vote your shares FOR
adoption of this proposal unless instructions to the contrary are indicated in
accordance with the terms of the proxy card.
Dice's Stock Purchase Plan was approved by the Board of Directors in
November 1998 and has been approved by Dice's stockholders. The Stock Purchase
Plan is intended to qualify as an "employee stock purchase plan" under Section
423 of the Code, in order to provide employees of Dice with an opportunity to
purchase common stock through payroll deductions. An aggregate of 159,000
shares of common stock was initially reserved for issuance under the Stock
Purchase Plan and available for purchase thereunder, which amount is increased
annually on the first day of Dice's fiscal year, beginning in 2000, equal to
the least of (1) 400,000 shares, (2) two percent of the outstanding shares on
such date or (3) a lesser number of shares determined by the Compensation
Committee, subject to adjustment in the event of a stock split, stock dividend
or other similar change in the common stock or the capital structure of Dice.
Accordingly, as of January 2000 and January 2001, an additional 196,354 and
208,041 shares of common stock, respectively, were reserved for issuance under
the Stock Purchase Plan. As of January 2002, an additional 214,520 shares of
common stock were reserved for issuance under the Stock Purchase Plan, bringing
the total number of reserved shares up to 777,915 as of March 31, 2002. Except
for any employees (a) who, after giving effect to the grant under the Stock
Purchase Plan, would own shares and options equal to 5% or more of the total
voting power of Dice's outstanding common stock, (b) whose rights under all of
Dice's stock purchase plans accrue at a rate exceeding $25,000 per year, (c)
whose customary employment is 20 or fewer hours per week or five or fewer
months per year or (d) who are subject to laws of a foreign jurisdiction that
prohibit or make impracticable such employee's participation in the Stock
Purchase Plan, all employees of Dice are eligible to participate in the Stock
Purchase Plan.
Offer periods under the Stock Purchase Plan ("Offer Periods") are generally
overlapping periods of 24 months. The initial Offer Period commenced on the
closing date of the Company's Initial Public Offering. Additional Offer Periods
commence each February 1 and August 1. Purchase periods under the Stock
Purchase Plan ("Purchase Periods") are generally six-month periods. The initial
Purchase Period commenced on the closing date of the Company's Initial Public
Offering. Additional Purchase Periods commence each August 1 and February 1.
Exercise dates under the Stock Purchase Plan ("Exercise Dates") are the last
day of each Purchase Period. An Offer Period may be shortened in the event of a
merger of Dice with or into another corporation, the sale of all or
substantially all of the assets of Dice, or certain other transactions.
On the first day of each Offer Period, a participating employee is granted a
purchase right that is a form of option to be automatically exercised on the
forthcoming Exercise Dates within the Offer Period. During the Offer Period
deductions are made from the pay of participants (in accordance with their
authorizations) and credited to their accounts under the Stock Purchase Plan.
When the purchase right is exercised, the participant's withheld salary is used
to purchase shares of common stock of Dice. The price per share at which shares
are to be purchased under the Stock Purchase Plan during any Purchase Period is
the lesser of an amount equal to eighty five percent (85%) of the fair market
value of the common stock (as defined in the Stock Purchase Plan) on (a) the
date of the grant of the option (the commencement of the Offer Period) or (b)
the Exercise Date (the last day of a Purchase Period). The participant's
purchase right is exercised in this manner on both Exercise Dates arising in
the Offer Period unless, on the first day of any Purchase Period, the fair
market value of the common stock is lower than the fair market value of the
Common Stock on the first day of the Offer Period. If so, the participant's
participation in the original Offer Period is terminated, and the participant
is automatically enrolled in the new Offer Period effective the same date.
Payroll deductions may range from 1% to 15% (in whole percentage increments)
of a participant's regular base pay plus commissions, exclusive of overtime,
bonuses or shift-premiums, but not more than $21,250 per year. Participants may
not make additional payments to their accounts. The maximum number of shares of
16
common stock that any employee may purchase under the Stock Purchase Plan
during a Purchase Period is determined by dividing 15% of the employee's
regular base pay by the applicable purchase price. In no event may an employee
purchase more than 5,000 shares in any Purchase Period. Certain additional
limitations on the amount of common stock that may be purchased during any
calendar year are imposed by the Code.
The Stock Purchase Plan is administered by the Board of Directors, which has
the authority to terminate or amend the Stock Purchase Plan (subject to
specified restrictions) and otherwise to administer the Stock Purchase Plan and
to resolve all questions relating to the administration of the Stock Purchase
Plan.
PROPOSAL THREE
PROPOSAL FOR APPROVAL OF THE ONE-TIME GRANT OF 350,000 OPTIONS TO MR. MELLAND.
The Company believes that the service of key executives and personnel is
critical to the Company's long-term future. The Company competes intensely for
qualified personnel and is committed to providing competitive compensation
packages to retain and reward its executive officers for their performance and
to motivate those officers to enhance stockholder value. The Company believes
that, in particular, the retention of the services of its Chief Executive
Officer, Scot Melland, is important to the future of the Company and, to do so,
that the Company must assure that Mr. Melland's compensation package remains
competitive. As a result, on December 7, 2001, the Compensation Committee
approved, subject to stockholder approval, a one-time grant to Mr. Melland of
additional stock options to purchase 350,000 shares of the Company's common
stock at $0.97 per share, the closing price of the Company's common stock on
the day immediately preceding the date of grant. The options vest over a period
of four years, with twenty-five percent (25%) vesting upon the first
anniversary of the grant and six and one-quarter percent (6 1/4%) vesting
quarterly thereafter, and are exercisable until the tenth anniversary of the
date of grant. On March 31, 2002, the last reported sales price of the
Company's common stock on the Nasdaq National Market System was $2.50 per share.
The affirmative vote of a majority of the shares of common stock represented
and voted at the annual meeting is required for approval of Proposal Three.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" APPROVAL OF THE ONE-TIME
GRANT OF 350,000 OPTIONS TO MR. MELLAND.
The persons designated in the enclosed proxy will vote your shares FOR
adoption of this proposal unless instructions to the contrary are indicated in
accordance with the terms of the proxy card.
In arriving at the number of options to be granted to Mr. Melland, the
Compensation Committee considered his performance in achieving certain internal
operational goals since his appointment, including for example expansion of the
Company's sales and marketing initiatives and successful consolidation of the
Company's operating facilities. The Company believes that the one-time grant to
Mr. Melland was appropriate in light of the need to retain Mr. Melland's
services during this challenging economic period.
The one-time grant of stock options to Mr. Melland will not result in
taxable income to Mr. Melland or an income tax deduction for the Company at the
time of grant. However, the issuance of shares of the Company's common stock to
Mr. Melland upon exercise of his options will result in immediate recognition
of ordinary income by Mr. Melland and a corresponding tax deduction for the
Company in the amount by which the fair market value of the shares of the
Company's common stock purchased, on the date of such exercise, exceeds the
aggregate option price. Any appreciation or depreciation in the fair market
value of such shares after the date of such exercise will generally result in a
capital gain or loss to Mr. Melland at the time he disposes of such shares.
Upon approval of the December option grant, the Company may incur a non-cash
stock compensation charge that will be recognized over the four year vesting
term of the options through December 2005. The charge
17
will be calculated as the difference between the exercise price at the time of
the grant of $0.97 and the closing price of Dice common stock on the date the
grant is approved, multiplied by the number of options granted. These options
related to the December Grant are not considered granted until they are
approved by the stockholders and are, therefore, not included in the options
outstanding as of December 31, 2001.
The December option grant was not made under the Company's 1998 Stock
Incentive Plan (the "Plan"), which limits the number of options that can be
granted under it in any fiscal year to any employee to options for 600,000
shares of common stock. As a part of Mr. Melland's employment agreement with
the Company, Mr. Melland was granted in April 2001 under the Plan options to
purchase 600,000 shares of common stock, as well as additional options to
purchase 97,391 shares of common stock outside of the Plan, in each case at an
exercise price of $2.43 per share, the closing price of the Company's common
stock on the day immediately preceding the date of grant. Because the December
grant was made outside of the Plan (and not as part of Mr. Melland's initial
employment arrangement), the grant was made subject to obtaining stockholder
approval of the grant.
PROPOSAL FOUR
SELECTION OF INDEPENDENT AUDITORS
The Board of Directors has recommended that the stockholders ratify the
appointment of Ernst & Young LLP ("E&Y") to serve as independent auditors for
Dice for the fiscal year ending December 31, 2002, or until a successor is
appointed.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE RATIFICATION OF THE
SELECTION OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS FOR THE FISCAL YEAR
ENDING DECEMBER 31, 2002.
The persons designated in the enclosed proxy will vote your shares FOR
adoption of this proposal unless instructions to the contrary are indicated in
accordance with the terms of the proxy card.
E&Y served as independent auditors for Dice for the fiscal year ended 2001.
Representatives of E&Y are expected to be present at the meeting, will have the
opportunity to make a statement if they desire to do so, and will be available
to answer questions.
E&Y was hired on April 18, 2001, to replace PricewaterhouseCoopers LLP
("PWC"), the Company's independent auditors who were dismissed as independent
auditors effective April 18, 2001. The appointment of E&Y was recommended by
the Company's Audit Committee, approved by the Board of Directors and ratified
by stockholders. It is not expected that a representative of PWC will be
present at the Annual Meeting to make a statement or respond to questions.
The report of PWC on the financial statements of the Company as of December
31, 2000 and 1999, and for the fiscal years ended December 31, 2000 and
December 31, 1999, did not contain an adverse opinion or a disclaimer of
opinion, nor was it qualified or modified as to uncertainty, audit scope or
accounting principles. During the Company's two most recent fiscal years and
the subsequent interim period preceding PWC's resignation, there were no
disagreements with PWC on any matter of accounting principles or practices,
financial statement disclosure, auditing scope or procedure, nor were there any
"reportable events" (as such term is defined in Regulation S-K of the
Securities Act).
Audit Fees
The aggregate fees billed by E&Y for professional services rendered for the
audit of the Company's annual financial statements for the fiscal year ended
December 31, 2001, and for the reviews of the financial statements included in
the Company's quarterly reports on Form 10-Q for that fiscal year were $135,000.
18
Financial Information Systems Design and Implementation Fees
E&Y rendered no professional services to the Company for information
technology services relating to financial information systems design and
implementation for the fiscal year ended December 31, 2001.
All Other Fees
The aggregate fees billed by E&Y for services rendered to the Company, other
than the services described above under "Audit Fees", for the fiscal year ended
December 31, 2001 were $92,000. These fees were principally for transaction
advisory services and tax-related issues. The Audit Committee has considered
whether the provision of these services is compatible with maintaining E&Y's
independence.
OTHER BUSINESS
The Board of Directors is not aware of any other matters to come before the
Annual Meeting. If any matter not mentioned herein is properly brought before
the meeting, the persons named in the enclosed proxy will have discretionary
authority to vote all proxies with respect thereto in accordance with their
judgment.
ANNUAL REPORT ON FORM 10-K
COPIES OF DICE'S ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31,
2001 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION WILL BE PROVIDED TO
STOCKHOLDERS WITHOUT CHARGE UPON WRITTEN REQUEST TO INVESTOR RELATIONS, DICE
INC., 3 PARK AVENUE, NEW YORK, NEW YORK 10016.
STOCKHOLDER PROPOSALS FOR THE 2003 ANNUAL MEETING
In order for stockholder proposals that are submitted pursuant to Rule 14a-8
of the Exchange Act to be considered by Dice for inclusion in the proxy
material for the Annual Meeting of Stockholders to be held in 2003, they must
be received by the Secretary of Dice by December 31, 2002.
For proposals that stockholders intend to present at the Annual Meeting of
Stockholders to be held in 2003 outside the processes of Rule 14a-8 of the
Exchange Act, unless the stockholder notifies the Secretary of Dice of such
intent by March 15, 2003, any proxy that management solicits for such Annual
Meeting will confer on the holder of the proxy discretionary authority to vote
on any such proposal properly presented at such Annual Meeting.
All such communications to the Secretary of Dice must be in writing and must
be received by Dice at its principal executive offices, 3 Park Avenue, New
York, New York 10016 by the applicable date.
By Order of the Board of Directors
/s/ Scot W. Melland
Scot W. Melland
President and Chief Executive Officer
New York, New York
April 26, 2002
19
APPENDIX A
Audit Committee Charter
CHARTER FOR THE AUDIT COMMITTEE OF THE
BOARD OF DIRECTORS OF DICE INC.
Organization
This charter governs the operations of the Audit Committee of the Board of
Directors (the "Committee") of Dice Inc. (the "Company"). The Committee shall
review and reassess the charter at least annually and obtain the approval of
the Board of Directors. The Committee shall be appointed by the Board of
Directors and shall comprise at least three directors, each of whom are
independent of management and the Company. Members of the Committee shall be
considered independent if they have no relationship that may interfere with the
exercise of their independence from management and the Company. All Committee
members shall be financially literate at the time of appointment, or shall
become financially literate within one year after appointment to the Committee,
and at least one member shall have accounting or related financial management
expertise. For purposes of this paragraph, the terms "independence" and
"financially literate" shall be interpreted as the National Association of
Securities Dealers (NASD) defines those terms.
Statement of Policy
The Committee shall provide assistance to the Board of Directors in
fulfilling their oversight responsibility to the stockholders, potential
stockholders, the investment community, and others relating to the Company's
financial statements and the financial reporting process, the systems of
internal accounting and financial controls, the annual independent audit of the
Company's financial statements, and the legal compliance and ethics programs as
established by management and the Board. In so doing, it is the responsibility
of the Committee to maintain free and open communication between the Committee,
independent auditors, management of the Company and any employee. In
discharging its oversight role, the Committee is empowered to investigate any
matter brought to its attention with full access to all books, records,
facilities, and personnel of the Company and the power to retain outside
counsel or other experts for this purpose.
Meetings
The Committee will have a standing meeting quarterly and at such other times
as it deems appropriate. A majority of the members of the Committee must be
present for the valid transaction of business. The meetings will be with
representatives of the independent auditors, General Counsel, Chief Financial
Officer and other members of the financial management team and with other
members of management at the request of the Committee. Written minutes of
Committee meetings shall be maintained.
Responsibilities and Processes
The primary responsibility for financial and other reporting, internal
controls and compliance with laws, regulations and ethics within the Company
rests with executive management. The primary responsibility of the Committee is
to oversee the Company's financial reporting process on behalf of the Board and
report the results of their activities to the Board on a regular basis.
Management is responsible for preparing the Company's financial statements, and
the independent auditors are responsible for auditing those financial
statements. The Committee in carrying out its responsibilities believes its
policies and procedures should remain flexible, in order to best react to
changing conditions and circumstances. The Committee should take the
appropriate actions to set the overall corporate tone for quality financial
reporting, sound business risk practices, and ethical behavior and provide
direction in establishing Company policies in accordance therewith.
A-1
The following shall be the principal recurring processes of the Committee in
carrying out its oversight responsibilities. The processes are set forth as a
guide with the understanding that the Committee may supplement them as
appropriate.
. The Committee shall have a clear understanding with management and the
independent auditors that the independent auditors are ultimately
accountable to the Board and the Committee, as representatives of the
Company's stockholders. The Committee shall have the ultimate authority
and responsibility to evaluate and, where appropriate, replace the
independent auditors. The Committee shall discuss with the auditors their
independence from management and the Company and the matters included in
the written disclosures required by the Independence Standards Board.
Annually, the Committee shall review and recommend to the Board the
selection of the Company's independent auditors, subject to stockholders'
approval.
. The Committee shall discuss with the independent auditors the overall
scope and plans for their respective audits including the adequacy of
staffing and compensation. Also, the Committee shall discuss with
management and the independent auditors the adequacy and effectiveness of
the accounting and financial controls, including the Company's system to
monitor and manage business risk, and legal and ethical compliance
programs. Further, the Committee shall meet separately with the
independent auditors, with and without management present, to discuss the
results of their examinations.
. The Committee shall review the interim financial statements with
management and the independent auditors prior to the filing of the
Company's Quarterly Report on Form 10-Q. The Committee shall discuss
significant matters impacting the Company's interim financial statements
with management and the independent auditors. Also, the Committee shall
discuss the results of the quarterly review and any other matters
required to be communicated to the Committee by the independent auditors
under generally accepted auditing standards. The chair of the Committee
may represent the entire Committee for the purposes of this review.
. The Committee shall review with management and the independent auditors
the financial statements to be included in the Company's Annual Report on
Form 10-K (or the annual report to stockholders if distributed prior to
the filing of Form 10-K), including their judgment about the quality, not
just acceptability, of accounting principles, the reasonableness of
significant judgments, and the clarity of the disclosures in the
financial statements. Also, the Committee shall discuss the results of
the annual audit and any other matters required to be communicated to the
Committee by the independent auditors under generally accepted auditing
standards.
. The Committee will include a report of certain of its activities in the
Company's annual proxy statement, beginning with the proxy relating to
the year ended December 31, 2000. The report will state whether the
Committee has reviewed the Company's annual audited financial statements
with management; discussed with the independent auditors those matters
required to be communicated under generally accepted auditing standards;
discussed with the independent auditors their independence and received
from them the written communication required by the Independence
Standards Board; and, based upon the above reviews and discussions,
recommended to the Company's Board of Directors that the audited
financial statements be included in the Company's Form 10-K. A sample of
such report to be included in the Company's annual proxy statement is
attached.
. The Committee will review with the General Counsel significant litigation
and other regulatory compliance issues, and evaluate counsel and
management's assessment of potential financial impact, if any, and
allegations of impropriety pursuant to the Committee's procedures
concerning internal investigations.
. The Committee will review annually the Company's conflict of interest
policy and recommend to the Board of Directors changes that the Committee
may deem appropriate.
A-2
DICE INC.
3 PARK AVENUE
NEW YORK, NEW YORK 10016
ANNUAL MEETING OF STOCKHOLDERS
June 14, 2002
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
The undersigned hereby appoints Michael P. Durney, Constance Melrose and David
Jonassen each with full power of substitution, to act as attorneys and proxies
for the undersigned, to vote all shares of common stock of Dice Inc. ("Dice")
which the undersigned is entitled to vote at the Annual Meeting of Stockholders
(the "Annual Meeting") of Dice, to be held at The Kitano New York, 66 Park
Avenue, New York, New York in the Murray Hill Room on the 18th Floor on June 14,
2002, at 10:00 A.M., local time, and at any and all adjournments thereof, in the
following manner.
THIS SIGNED PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE
SPECIFIED, THIS SIGNED PROXY WILL BE VOTED FOR THE NOMINEES LISTED AND FOR
APPROVAL OF PROPOSALS 2, 3 and 4. THIS SIGNED PROXY CONFERS AUTHORITY FOR THE
PERSONS NAMED HEREIN, OR ANY ONE OF THEM, TO VOTE IN HIS OR HER DISCRETION WITH
RESPECT TO ANY OTHER MATTERS WHICH MAY PROPERLY COME BEFORE THE MEETING.
(To be signed on the reverse side)
Please date, sign and mail your proxy card back as soon as possible!
Annual Meeting of Stockholders
DICE INC.
June 14, 2001
PLEASE DETACH AND MAIL IN THE ENVELOPE PROVIDED
A |X| Please mark your votes
as in this example
The Board of Directors recommends a vote FOR
the following proposals, and this proxy will
be voted FOR the following proposals unless
otherwise indicated.
For Withheld For AGAINST ABSTAIN
1. To elect [ ] [ ] Peter A. Derow 2. To approve amendment to Dice's [ ] [ ] [ ]
the 1998 Employee Stock Purchase
director [ ] [ ] Scot W. Melland Plan to increase the number of
nominees shares of common stock
listed reserved for issuance
at right thereunder by 500,000 shares
from 777,915 shares to
1,277,915 shares
3. To approve a one-time grant of [ ] [ ] [ ]
an additional 350,000 stock
options to Mr. Scot W. Melland,
Dice's Chie Executive Officer
4. To ratify the appointment of Ernst [ ] [ ] [ ]
& Young LLP as independent
auditors for Dice for the fiscal
year ending December 31, 2002
The undersigned acknowledges receipt from Dice prior to the
execution of this proxy of a Notice of Annual Meeting of
Stockholders, a Proxy Statement dated April 26, 2002 and the
2001 Annual Report.
MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT
[ ]
- ------------------------- ------------------------ ------------------------- ------------------------ Dated __/__/02
Print Name of Stockholder Signature of Stockholder Print Name of Stockholder Signature of Stockholder
NOTE: Please sign exactly as name(s) appear(s). When signing as executor,
administrator, attorney, trustee or guardian, please give your full title as
such. If a corporation, please sign in full corporate name by president or other
authorized officer. If a partnership, please sign in partnership name by
authorized person. If a joint tenancy, please have both tenants sign.