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
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
DOW JONES & COMPANY, INC.
------------------------------------------------
(Name of Registrant as Specified In Its Charter)
DOW JONES & COMPANY, INC.
------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
[_] $500 per each party to the controversy pursuant to Exchange Act Rule 14a-
6(i)(3).
[_] 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:*
(4) Proposed maximum aggregate value of transaction:
- - - --------
* Set forth the amount on which the filing fee is calculated and state how it
was determined.
[_] 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:
Notes:
Dow Jones & Company, Inc.
- - - --------------------------------------------------------------------------------
Notice of 1994 Annual Meeting and Proxy Statement
DOW JONES & COMPANY, INC.
200 Liberty Street, New York, New York 10281
To Our Stockholders:
You are cordially invited to attend the 1994 Annual Meeting of Stockholders of
Dow Jones & Company, Inc., which will be held on Wednesday, April 20, 1994 at
11:00 a.m. at:
The Port Authority of New York and New Jersey
Oval Room - 43rd Floor
One World Trade Center
New York, New York
Discussions of Company affairs at past Annual Meetings have generally been in-
teresting and useful. I hope you will be able to attend.
Whether or not you plan to be present, please sign and return your proxy
promptly in the enclosed envelope so that we can record your vote. If you do
attend the Annual Meeting, you may still vote in person if you so desire.
Sincerely yours,
/S/ Peter R. Kann
Peter R. Kann Chairman of the Board
March 18, 1994
DOW JONES & COMPANY, INC.
200 Liberty Street, New York, New York 10281
NOTICE OF 1994 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD WEDNESDAY, APRIL 20,
1994
To the Stockholders of DOW JONES & COMPANY, INC.
NOTICE IS HEREBY GIVEN that the 1994 Annual Meeting of Stockholders of Dow
Jones & Company, Inc. will be held at The Port Authority of New York and New
Jersey, Oval Room, 43rd Floor, One World Trade Center, New York, New York on
Wednesday, April 20, 1994 at 11:00 a.m. for the purposes of:
1. Electing four directors to hold office until 1997 and one director to
hold office until 1995;
2. Acting upon a stockholder proposal to establish one-year terms for
directors;
3. Acting upon a stockholder proposal to establish a confidential voting
policy; and
4. Transacting such other business as may properly come before the meeting.
Your attention is directed to the accompanying proxy statement for further in-
formation with respect to the matters to be acted upon at the meeting.
Stockholders of record at the close of business on February 24, 1994 are enti-
tled 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,
200 Liberty Street, New York, New York.
Stockholders are requested to complete, date, sign and return the enclosed
proxy in the enclosed postage prepaid envelope. 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. Your prompt response will be appreciated.
By order of the Board of Directors,
/S/ Peter G. Skinner
Peter G. Skinner Secretary
March 18, 1994
DOW JONES & COMPANY, INC.
200 Liberty Street, New York, New York 10281
PROXY STATEMENT
1994 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD WEDNESDAY, APRIL 20, 1994
SOLICITATION AND REVOCATION OF PROXIES
This proxy statement is furnished in connection with the solicitation on be-
half 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 20, 1994 at The Port Authority of New York and New Jersey, Oval Room,
43rd Floor, One World Trade Center, New York, New York for the purposes set
forth in the accompanying Notice of Annual Meeting of Stockholders. If the en-
closed proxy is executed and returned, all shares represented thereby will be
voted. Each proxy will be voted in accordance with the stockholder's instruc-
tions with respect to (i) the election of directors, (ii) acting upon a stock-
holder proposal to establish one-year terms for directors, and (iii) acting
upon a stockholder proposal to establish a confidential voting policy. If no
such instructions are specified, the proxies will be voted FOR the election of
each person nominated for election as a director and AGAINST each of the two
stockholder proposals. Until a proxy is voted it may be revoked by a stock-
holder by delivery to the Secretary of the Company at the above address of a
subsequently executed proxy or a written notice of revocation. 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.
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COMMON STOCK OUTSTANDING
At the close of business on February 24, 1994 there were outstanding and enti-
tled to vote 77,874,235 shares of Common Stock and 22,165,674 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 one director to be
elected at the meeting to serve a three-year term expiring in 1997 and one di-
rector to be elected at the meeting to serve a one-year term expiring in 1995.
The Common Stock and the Class B Common Stock vote together with respect to
the election of the remaining three directors to be elected at the meeting and
all other matters submitted to the stockholders.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth information, as of January 14, 1994, with re-
spect 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 PERCENT OF
NAME AND ADDRESS OF BENEFICIAL OWNER OWNED (A) CLASS
- - - -----------------------------------------------------------------------
Christopher Bancroft Common 6,220,120 (b) 8.0%
c/o Holme Roberts & Owen LLC Class B 3,820,360 (b) 17.2%
1700 Lincoln
Denver, Colorado 80203
- - - -----------------------------------------------------------------------
Jane B. Cook Common 11,453,262 (c) 14.7%
c/o Hemenway & Barnes Class B 6,318,014 (c) 28.5%
60 State Street
Boston, Massachusetts 02109
- - - -----------------------------------------------------------------------
Judson W. Detrick Common 4,314,328 (d) 5.5%
Holme Roberts & Owen LLC Class B 2,489,074 (d) 11.2%
1700 Lincoln
Denver, Colorado 80203
- - - -----------------------------------------------------------------------
Roy A. Hammer Common 11,017,977 (d) 14.1%
60 State Street Class B 6,867,980 (d) 31.0%
Boston, Massachusetts 02109
- - - -----------------------------------------------------------------------
Paul D. Holleman Common 4,314,928 (d) 5.5%
Holme Roberts & Owen LLC Class B 2,489,024 (d) 11.2%
1700 Lincoln
Denver, Colorado 80203
- - - -----------------------------------------------------------------------
INVESCO MIM, PLC Common 9,640,615 (e) 12.4%
11 Devonshire Square
London, England EC2M4YR
- - - -----------------------------------------------------------------------
George H. Kidder Common 5,431,928 (d) 7.0%
60 State Street Class B 3,400,595 (d) 15.3%
Boston, Massachusetts 02109
- - - -----------------------------------------------------------------------
Jane C. MacElree Common 6,619,670 (f) 8.5%
c/o Hemenway & Barnes Class B 3,949,000 (f) 17.8%
60 State Street
Boston, Massachusetts 02109
- - - -----------------------------------------------------------------------
Charles A. Meyer Common 9,908,349 (d) 12.7%
135 So. LaSalle Street Class B 5,829,410 (d) 26.3%
Suite 1117
Chicago, Illinois 60603
- - - -----------------------------------------------------------------------
James H. Ottaway, Sr. Class B 1,679,014 (g) 7.6%
Ruth B. Ottaway
James H. Ottaway, Jr.
David B. Ottaway
Ruth Ottaway Sherer
c/o Ottaway Newspapers, Inc.
Post Office Box 401
Campbell Hall, New York 10916
- - - -----------------------------------------------------------------------
Lawrence T. Perera Common 5,830,650 (d) 7.5%
60 State Street Class B 3,477,000 (d) 15.7%
Boston, Massachusetts 02109
- - - -----------------------------------------------------------------------
Thomas A. Richardson Common 4,314,328 (d) 5.5%
Holme Roberts & Owen LLC Class B 2,489,024 (d) 11.2%
1700 Lincoln
Denver, Colorado 80203
- - - -----------------------------------------------------------------------
2
SHARES
BENEFICIALLY PERCENT OF
NAME AND ADDRESS OF BENEFICIAL OWNER OWNED (A) CLASS
- - - ----------------------------------------------------------------------
Bayne Stevenson Class B 1,737,661 (d) 7.8%
c/o Hemenway & Barnes
60 State Street
Boston, Massachusetts 02109
- - - ----------------------------------------------------------------------
State Street Bank & Trust Company Common 4,803,754 (h) 6.2%
225 Franklin Street Class B 2,769,837 (h) 12.5%
Boston, Massachusetts 02110
- - - ----------------------------------------------------------------------
(a) Except as otherwise indicated, the beneficial owner has sole voting and in-
vestment power.
(b) Includes 5,830,000 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 Mrs. Cook and Messrs. Hammer
and Perera. Also includes 390,120 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. Holleman, Richardson and Detrick. Mr. Bancroft could acquire sole vot-
ing and investment power over such shares if he were to revoke the trust.
(c) Includes 8,750,524 shares of Common Stock and 4,943,128 shares of Class B
Common Stock held by Mrs. Cook as trustee, as to which she shares voting and
investment power with other trustees, including Messrs. Bancroft, Hammer and
Perera with respect to 5,830,000 shares of Common Stock and 3,477,000 shares of
Class B Common Stock and Messrs. Holleman, Richardson and Detrick with respect
to 2,919,504 shares of Common Stock and 1,459,752 shares of Class B Common
Stock. Also includes 2,694,522 shares of Common Stock and 1,371,363 shares of
Class B Common Stock held by Mrs. Cook as trustee of a revocable trust, as to
which she shares voting and investment power with other trustees, including Mr.
Stevenson; Mrs. Cook could acquire sole voting and investment power over such
shares if she were to revoke the trust.
(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 fol-
lowing persons, each of whom disclaims beneficial ownership of such shares: Mr.
Detrick--4,314,328 shares of Common Stock and 2,489,024 shares of Class B Com-
mon Stock; Mr. Hammer--11,017,977 shares of Common Stock and 6,867,980 shares
of Class B Common Stock; Mr. Holleman--4,314,328 shares of Common Stock and
2,489,024 shares of Class B Common Stock; Mr. Kidder--5,431,340 shares of Com-
mon Stock and 3,400,349 shares of Class B Common Stock; Mr. Meyer--9,905,286
shares of Common Stock and 5,829,410 shares of Class B Common Stock; Mr. Per-
era--5,830,650 shares of Common Stock and 3,477,000 shares of Class B Common
Stock; Mr. Richardson--4,314,328 shares of Common Stock and 2,489,024 shares of
Class B Common Stock; and Mr. Stevenson--1,728,863 shares of Class B Common
Stock. Also includes 600 shares of Common Stock held by Mr. Holleman as trust-
ee, as to which Mr. Holleman has sole voting and investment power.
(e) As of January 25, 1993, each of four subsidiaries of INVESCO MIM PLC had
shared voting power and shared investment power over 9,637,615 of these shares.
(f) Includes 5,648,522 shares of Common Stock and 3,393,387 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 Messrs. Hammer and Meyer
with respect to 2,725,000 shares of Common Stock and 1,490,400 shares of Class
B Common Stock; Messrs. Kidder and Meyer with respect to 2,745,000 shares of
Common Stock and 1,440,250 shares of Class B Common Stock; Mr. Hammer with re-
spect to 88,032 shares of Common Stock and 300,917 shares of Class B Common
Stock; and Mr. Kidder with respect to 46,900 shares of Common Stock and 23,450
shares of Class B Common Stock.
3
(g) All of these shares have been deposited in a voting trust by various Otta-
way family trusts, an individual member of the Ottaway family and a private in-
vestment company owned by members of the Ottaway family. The voting trustees
under the voting trust are James H. Ottaway, Sr., his wife, Ruth B. Ottaway,
and their adult children, James H. Ottaway, Jr., David B. Ottaway and Ruth Ot-
taway Sherer. The voting trust will remain in effect until January 27, 2003,
and shares may not be withdrawn prior thereto, except that shares may be with-
drawn in connection with testamentary bequests to charities or if they must be
sold to pay decedents' estate taxes, debts or administration expenses. As of
January 14, 1994, each of James H. Ottaway, Sr., Ruth B. Ottaway, James H. Ot-
taway, Jr. and David B. Ottaway beneficially owned 1,679,014 shares of the out-
standing Class B Common Stock (7.6%). As of January 14, 1994, Ruth Ottaway
Sherer beneficially owned 1,716,203 shares of the outstanding Class B Common
Stock (7.7%). Each of the fore going persons is deemed the beneficial owner of
the shares held in the voting trust described above and, accordingly, each of
the foregoing figures includes said shares. In addition, various other shares
are also included more than once in the foregoing figures as a result of other
shared ownership arrangements. Each of James H. Ottaway, Sr., Ruth B. Ottaway,
James H. Ottaway, Jr., David B. Ottaway and Ruth Ottaway Sherer shares voting
power over 1,679,014 shares of Class B Common Stock and investment power over
1,540 shares of Class B Common Stock. Ruth Ottaway Sherer has sole voting and
investment power over 37,189 shares of Class B Common Stock.
(h) State Street Bank & Trust Company holds all of these shares as trustee,
disclaims beneficial ownership of them and shares voting and investment power
with persons named above as to 4,803,754 shares of Common Stock and 2,769,837
shares of Class B Common Stock.
---------------------------------------------------
SECURITY OWNERSHIP OF DIRECTORS AND MANAGEMENT
The following table sets forth information as of January 14, 1994, with respect
to the number of shares of Common Stock and Class B Common Stock owned by the
directors, the five most highly compensated executive officers, and all
directors and executive officers as a group.
PERCENT OF
NAME SHARES BENEFICIALLY OWNED (1) CLASS (2)
- - - -------------------------------------------------------------------------
Rand V. Araskog (3) (4) Common 15,600 *
Class B 700 *
- - - -------------------------------------------------------------------------
Bettina Bancroft (5) (6) Common -- *
Class B 174,236 *
- - - -------------------------------------------------------------------------
Kenneth L. Burenga (4) Common 70,595 *
Class B 3,015 *
- - - -------------------------------------------------------------------------
William C. Cox, Jr. (5) (6) (7) Common 557,803 *
Class B 684,225 3.1%
- - - -------------------------------------------------------------------------
Irvine O. Hockaday, Jr. Common 2,000 *
Class B -- *
- - - -------------------------------------------------------------------------
Vernon E. Jordan, Jr. (3) Common 254 *
Class B 105 *
- - - -------------------------------------------------------------------------
Peter R. Kann (4) Common 131,029 *
Class B 4,027 *
- - - -------------------------------------------------------------------------
David K. P. Li (3) Common 5,809 *
Class B -- *
- - - -------------------------------------------------------------------------
Rene C. McPherson (3) Common 770 *
Class B 13 *
- - - -------------------------------------------------------------------------
4
PERCENT OF
NAME SHARES BENEFICIALLY OWNED (1) CLASS (2)
- - - ------------------------------------------------------------------------------
James H. Ottaway, Jr. (9) Common 3,215,838 4.1%
Class B 1,679,014 7.6%
- - - ------------------------------------------------------------------------------
Donald E. Petersen (3) Common 1,500 *
Class B -- *
- - - ------------------------------------------------------------------------------
Warren H. Phillips (4) Common 80,844 *
Class B 16,568 *
- - - ------------------------------------------------------------------------------
James Q. Riordan (3) Common 7,000 *
Class B 1,000 *
- - - ------------------------------------------------------------------------------
Martha S. Robes (5) (6) (8) Common 917,444 1.2%
Class B 463,286 2.1%
- - - ------------------------------------------------------------------------------
Peter G. Skinner (4) Common 38,457 *
Class B -- *
- - - ------------------------------------------------------------------------------
Carl M. Valenti (4) Common 57,337 *
Class B 2,087 *
- - - ------------------------------------------------------------------------------
Richard D. Wood (3) (4) Common 1,838 *
Class B 210 *
- - - ------------------------------------------------------------------------------
All directors and executive officers
as a group Common 5,145,714 6.6%
(19 persons) (10) Class B 3,030,794 13.7%
- - - ------------------------------------------------------------------------------
(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 14, 1994 held by: Mr. Kann (94,013
shares), Mr. Burenga (61,648 shares), Mr. Ottaway (50,354 shares), Mr.
Phillips (51,886 shares), Mr. Skinner (37,160 shares), Mr. Valenti (43,462
shares), and Mr. Cox (19,805 shares).
(2) For purposes of computing the percentages above, the number of shares of
Common Stock outstanding includes any shares which may be acquired by the
named person within 60 days after January 14, 1994. 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) In addition to the shares of Common Stock and Class B Common Stock owned
outright as shown in the table, certain of the directors have elected to have
deferred directors' fees deemed to be invested in shares of Common Stock
("Common Stock Equivalents") (see page 10). As of January 14, 1994, directors
held Common Stock Equivalents as follows: Mr. Araskog--11,244 Common Stock
Equivalents; Mr. Jordan--2,733 Common Stock Equivalents; Mr. Li--930 Common
Stock Equivalents; Mr. McPherson--174 Common Stock Equivalents; Mr. Petersen--
5,086 Common Stock Equivalents; Mr. Riordan--13,640 Common Stock Equivalents;
and Mr. Wood--7,184 Common Stock Equivalents.
(4) Includes shares owned by, or jointly with, spouses, as follows: Mr.
Araskog--1,600 shares of Common Stock owned by his spouse; Mr. Burenga--5,315
shares of Common Stock and 1,292 shares of Class B Common Stock owned by his
spouse; Mr. Kann--3,019 shares of Common Stock and 124 shares of Class B Com-
mon Stock owned by his spouse; Mr. Phillips--7,366 shares of Common Stock
owned by his spouse; Mr. Skinner--1,297 shares of Common Stock owned jointly
with his spouse; Mr. Valenti--409 shares of Common Stock owned by his spouse;
and Mr. Wood--538 shares of Common Stock and 210 shares of Class B Common
Stock owned jointly with his spouse. Includes, with respect to Messrs. Kann
and Valenti, 19,646 and 10,090 shares of Common Stock, respectively, subject
to options exercisable within 60 days after January 14, 1994 held by their re-
spective spouses. Mr. Burenga shares voting and investment power with his
spouse as to those shares owned by her. Messrs. Kann, Phillips and Valenti
disclaim ben-
5
eficial ownership of the shares owned by their respective spouses. Each of
Messrs. Skinner and Wood shares voting and investment power with his spouse as
to those shares owned jointly.
(5) Mr. Cox, Miss Bancroft and Mrs. Robes are first cousins.
(6) As of January 14, 1994, Mr. Cox, Miss Bancroft and Mrs. Robes, certain of
their relatives, and certain trusts and charitable organizations established by
them owned beneficially a total of 27,968,558 shares (36%) of the outstanding
Common Stock and 16,930,607 shares (76%) of the outstanding Class B Common
Stock. Such shares account for approximately 66% of the votes represented by
the outstanding Common Stock and Class B Common Stock. Mr. Cox, Miss Bancroft
and Mrs. Robes, trusts as to which they or certain of their relatives are
trustees or have beneficial or reversionary interests, and the trustees of such
trusts, may be considered in control of the Company and therefore its "parent."
(7) Includes 208,950 shares of Common Stock and 207,440 shares of Class B Com-
mon Stock held by a revocable trust for the benefit of Mr. Cox, as to which he
could acquire sole voting and investment power if he were to revoke the trust.
Also includes 329,048 shares of Common Stock and 476,205 shares of Class B Com-
mon Stock, as to which Mr. Cox disclaims beneficial ownership, as follows:
203,048 shares of Common Stock and 424,375 shares of Class B Common Stock held
by Mr. Cox as trustee, as to which he shares voting and investment power;
60,000 shares of Common Stock and 27,130 shares of Class B Common Stock held by
trustees for Mr. Cox's spouse; and 66,000 shares of Common Stock and 24,700
shares of Class B Common Stock held by a foundation of which Mr. Cox is Presi-
dent.
(8) Includes 779,560 shares of Common Stock and 386,000 shares of Class B Com-
mon Stock held by Mrs. Robes 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 68,755 shares of Common Stock and 31,279 shares of Class B Common
Stock held by Mrs. Robes as trustee, as to which she disclaims beneficial own-
ership and shares voting and investment power with other trustees and 2,900
shares of Common Stock and 411 shares of Class B Common Stock owned by her
spouse.
(9) See footnote (g) on page 4 above for a description of Mr. Ottaway's owner-
ship of Class B Common Stock. Pursuant to the voting trust described therein,
Mr. Ottaway has shared voting power over 3,161,585 shares of Common Stock. He
also has shared voting and investment power over 3,080 shares of Common Stock.
(10) Includes 422,976 shares of Common Stock subject to options that may be ex-
ercised by executive officers and directors within 60 days after January 14,
1994. Also includes shares owned by or jointly with their spouses and by their
children and relatives sharing their homes.
---------------------------------------------------
ANNUAL REPORT
The Company has mailed to all stockholders its Annual Report for the year ended
December 31, 1993. 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
Under the Delaware General Corporation Law and the Company's Certificate of In-
corporation and Bylaws, if a quorum is present at the meeting (i) the affirma-
tive vote of a plurality of the shares of Common Stock present in person or
represented by proxy is required in order to elect the nominees for election to
the office of director that the Common Stock, voting separately as a class,
6
is entitled to elect, (ii) the affirmative vote of a plurality of the shares of
Common Stock and Class B Common Stock present in person or represented by proxy
is required in order to elect the nominees for election to the office of direc-
tor that the Common Stock and the Class B Common Stock elect together and (iii)
the affirmative vote of a plurality of the shares of Common Stock and Class B
Common Stock present in person or represented by proxy is required in order for
each of the two stockholder proposals to be approved. With regard to the elec-
tion of directors, votes may be cast in favor or withheld; votes that are with-
held will be excluded entirely from the vote and will have no effect. Absten-
tions may be specified on the two stockholder proposals and will be counted as
present for voting purposes. Abstentions on the two stockholder proposals will
have the effect of a negative vote because the proposals require the affirma-
tive vote of a plurality of the shares of Common Stock and Class B Common Stock
present in person or represented by proxy. Shares represented by limited prox-
ies that prohibit voting on a particular matter (so-called broker non-votes)
will have no impact since they are not considered "shares present" for voting
purposes, although the shares represented by such limited proxies will be
counted for quorum purposes.
---------------------------------------------------
ELECTION OF DIRECTORS
One of the purposes of the meeting is the election of four directors to serve
for a three-year term expiring in 1997 and one director to serve a one-year
term expiring in 1995. The Board of Directors has nominated the individuals
listed below for election as directors; Messrs. Li, Ottaway, Phillips and Mrs.
Robes are nominated to serve for a three-year term expiring in 1997, and Mr.
McPherson is nominated to serve for a one-year term expiring in 1995, when Mr.
McPherson will retire from the Board of Directors in accordance with the re-
tirement provisions of the Company's Certificate of Incorporation. The holders
of Common Stock voting separately as a class are entitled to vote for the elec-
tion of Messrs. Li and McPherson. The holders of Common Stock and Class B Com-
mon Stock voting together are entitled to vote for the election of Messrs. Ot-
taway and Phillips and Mrs. Robes. The proxies in the accompanying form 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 such individual,
the table below sets forth his or her age as of the date of the meeting, mem-
bership 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.
---------------------------------------------------
7
NOMINEES FOR ELECTION AT THE ANNUAL MEETING:
CLASS OF 1997
POSITIONS WITH THE COMPANY AND
BUSINESS EXPERIENCE DIRECTOR
NAME AGE DURING THE PAST FIVE YEARS SINCE
- - - --------------------------------------------------------------------
55 Chief Executive Officer of 1993
David K.P. Li The Bank of East Asia,
Audit Committee Limited (1)
- - - --------------------------------------------------------------------
Rene C. McPherson (2) 69 Prior to January 1983 1983
Compensation Committee Dean, Stanford University
Graduate School of Busi-
ness, and prior to 1981
Chairman and Chief Execu-
tive Officer, Dana Corpo-
ration (manufacturer of
vehicular and industrial
components) (1)
- - - --------------------------------------------------------------------
James H. Ottaway, Jr. 56 Senior Vice President of 1987
the Company
- - - --------------------------------------------------------------------
Warren H. Phillips 67 Prior to July 1991 Chair- 1972
Executive Committee man of the Board and prior
to January 1991 Chief Ex-
ecutive Officer of the
Company
- - - --------------------------------------------------------------------
Martha S. Robes 49 Director of the Company 1981
Compensation and
Nominating Committees
- - - --------------------------------------------------------------------
INCUMBENT DIRECTORS (CLASS OF 1995)
The table below sets forth similar information for each director whose term
expires in 1995.
POSITIONS WITH THE COMPANY AND
BUSINESS EXPERIENCE DIRECTOR
NAME AGE DURING THE PAST FIVE YEARS SINCE
- - - ------------------------------------------------------------------------
Rand V. Araskog 62 Chairman, President and 1981
Executive and Chief Executive Officer,
Nominating Committees ITT Corporation
(diversified multinational
company) (1)
- - - ------------------------------------------------------------------------
Kenneth L. Burenga 49 President since July 1991, 1990
Executive Committee Chief Operating Officer
since January 1991,
Executive Vice President
from January 1991 to July
1991 and prior thereto
Senior Vice President of
the Company
- - - ------------------------------------------------------------------------
William C. Cox, Jr. 63 Executive Director/Client 1976
Executive and Nominating Relations of the Company
Committees
- - - ------------------------------------------------------------------------
Irvine O. Hockaday, Jr. 57 President and Chief 1990
Audit Committee Executive Officer,
Hallmark Cards, Inc.
(greeting card
manufacturer) (1)
- - - ------------------------------------------------------------------------
Vernon E. Jordan, Jr. 58 Senior Partner, Akin, 1982
Executive Committee Gump, Strauss, Hauer &
Feld, attorneys, and prior
to 1982 President and
Chief Executive Officer,
National Urban League,
Inc. (1)
- - - ------------------------------------------------------------------------
Donald E. Petersen 67 Prior to March 1990 1987
Executive and Compensation Chairman and Chief
Committees Executive Officer, The
Ford Motor Company
(automobiles) (1)
- - - ------------------------------------------------------------------------
8
INCUMBENT DIRECTORS (CLASS OF 1996)
The table below sets forth similar information for each director whose term
expires in 1996.
POSITIONS WITH THE COMPANY AND
BUSINESS EXPERIENCE DIRECTOR
NAME AGE DURING THE PAST FIVE YEARS SINCE
- - - -------------------------------------------------------------------
Bettina Bancroft 53 Director of the Company 1982
Compensation and
Nominating Committees
- - - -------------------------------------------------------------------
Peter R. Kann (3) 51 Chairman of the Board 1987
Executive and since July 1991, Chief
Nominating Committees Executive Officer since
January 1991, President
from July 1989 to July
1991 and Chief Operating
Officer from July 1989 to
December 1990 and prior to
July 1989 Executive Vice
President of the Company
- - - -------------------------------------------------------------------
James Q. Riordan 66 Prior to May 1992, 1970
Executive and President and Chief
Compensation Executive Officer, Bekaert
Committees Corp. (steel wire
manufacturer) and prior to
October 1989 Vice Chairman
and Chief Financial
Officer, Mobil Corporation
(petroleum) (1)
- - - -------------------------------------------------------------------
Carl M. Valenti (4) 55 President of Dow Jones 1990
Telerate Holdings, Inc.
since May 1990, Senior
Vice President since July
1989, Vice President from
1987 to 1989 and prior
thereto Vice
President/Information
Services Group of the
Company
- - - -------------------------------------------------------------------
Richard D. Wood 67 Prior to July 1993, 1978
Executive, Audit and Chairman, and prior to
Nominating Committees November 1991, President
and Chief Executive
Officer, Eli Lilly &
Company (pharmaceuticals,
medical instruments,
diagnostic products and
agricultural products) (1)
- - - -------------------------------------------------------------------
(1) Mr. Araskog is a director of Dayton Hudson Corporation and Shell Oil Com-
pany. Mr. Hockaday is a director of The Ford Motor Company and The Continental
Corporation. Mr. Jordan is a director of American Express Company, Bankers
Trust New York Corporation, Corning, Inc., J.C. Penney Company, Inc., RJR Na-
bisco, Inc., Revlon Group Inc., Ryder System, Inc., Sara Lee Corporation,
Union Carbide Corporation and Xerox Corporation. Mr. Li is a director of Hong
Kong Telecommunications Limited and South China Morning Post (Holdings) Limit-
ed. Mr. McPherson is director of BancOne Corporation, Mercantile Stores Compa-
ny, Inc., Milliken & Company and Westinghouse Electric Corporation. Mr. Peter-
sen is a director of The Boeing Company, Hewlett-Packard Company and Capital
Income Builder, Inc. Mr. Riordan is a director of Brooklyn Union Gas Company,
Seligman Mutual Fund Investment Companies and Tesoro Petroleum Corporation.
Mr. Wood is a director of Amoco Corporation, Chemical Banking Corporation, The
Chubb Corporation and Eli Lilly & Company.
9
(2) In accordance with the Company's Certificate of Incorporation, Mr.
McPherson's term of office will expire at the 1995 annual meeting of stockhold-
ers, which will be the annual meeting next following his 70th birthday. Accord-
ingly, Mr. McPherson is being nominated to serve for a one-year term.
(3) Karen Elliott House, Vice President/International Group of the Company and
the spouse of Mr. Kann, received a salary and bonus in 1993 of $300,000. An ag-
gregate of $57,455 was contributed to Ms. House's account under the Dow Jones
Profit Sharing Retirement Plan and the related Supplementary Benefit Plan in
respect of 1993. Ms. House received a payment in 1993 of $104,000 under the Dow
Jones 1990 Performance Award Plan in respect of the four-year performance pe-
riod 1990-1993. Ms. House also participates in the Dow Jones 1992 Long Term In-
centive Plan and accordingly receives contingent stock rights and stock options
under that Plan.
(4) Tharyn Aiken, Director, Management Information Systems of Dow Jones
Telerate's Americas Group and the spouse of Mr. Valenti, received a salary and
bonus in 1993 of $130,218. An aggregate of $23,081 was contributed to Ms. Aik-
en's account under the Dow Jones Profit Sharing Retirement Plan and the related
Supplementary Benefit Plan in respect of 1993. Ms. Aiken participates in the
Dow Jones 1991 Stock Option Plan and accordingly receives stock options under
that Plan.
-------------------------
During 1993 the Board of Directors met eight times, the Executive Committee met
six times, the Audit Committee met three times, the Compensation Committee met
four times, and the Nominating Committee met two times. In 1993 the annual di-
rector's fee was $25,000; the fee for each Board meeting attended was $1,000;
the fee for each committee meeting attended was $800; and the annual fee for
each committee chairman was $3,000. In 1994, the fee for each committee meeting
attended will be $1,000. The annual director's fee and the fees for attending
Board meetings and for committee chairmen will remain the same as in 1993. 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 com-
mittee meeting fee. Employees of the Company or its subsidiaries who are direc-
tors do not receive director's, committee or committee chairman's fees. Direc-
tors may elect to defer receipt of these fees, in whole or in part. Deferred
amounts will, at the electing director's option, either be credited to an in-
terest bearing account or be deemed to be invested in Common 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 amounts will be
payable in cash, at the electing director's option, either in a lump sum or in
the number of annual installments specified by the director.
The Company has a retirement program for directors who are not employees of
the Company. Any such director who has served for five years or more is enti-
tled upon his or her retirement to receive an annual amount equal to the annual
fee payable at the time of his or her retirement. The fee will be payable for
the lesser of 15 years or the number of years the director served. Upon the
death of an eligible director either before or after retirement, 75% of the an-
nual amount is payable to his or her estate or designated beneficiary for the
remaining payment term.
During 1993 all directors of the Company attended at least 75% of the aggre-
gate meetings of the Board and committees on which they served, except Messrs.
Jordan and Li, who attended 69% and 71%, respectively, of such meetings.
The Audit Committee meets with the Company's independent auditors to review
and approve the scope and results of their professional services. It also re-
views the independence of the Company's auditors, reviews the procedures for
evaluating the adequacy of the Company's internal accounting controls, consid-
ers the range of audit and nonaudit fees and makes recommendations to the Board
regarding the engagement of the Company's independent auditors.
The Compensation Committee reviews remuneration arrangements for the
Company's senior management (including employee benefit
10
plans in which executive officers are eligible to participate), makes recom-
mendations to the Board and grants options or other benefits under some of
such plans.
The Nominating Committee recommends to the Board of Directors the persons to
be nominated by the Board for election as directors of the Company. Stockhold-
ers desiring to recommend nominees should submit their recommendations in
writing to Peter G. Skinner, Secretary, Dow Jones & Company, Inc., 200 Liberty
Street, New York, New York 10281. Recommendations should include pertinent in-
formation concerning the proposed nominee's background and experience.
---------------------------------------------------
EXECUTIVE COMPENSATION
The following tables and reports 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 LONG-TERM
STOCK INCENTIVE ALL OTHER
AWARDS ($) OPTIONS (#) PAYOUTS ($) COMPEN-
NAME AND PRINCIPAL POSITION YEAR SALARY ($) BONUS ($) (1) (2) (3) (4) SATION ($) (5)
- - - --------------------------------------------------------------------------------------------------------
Peter R. Kann, Chairman 1993 $605,000 $370,000 $481,213 15,500 $370,000 $194,115
of the Board, Chief 1992 $550,000 $335,000 $861,063 29,900 -- $175,763
Executive Officer and 1991 $500,000 $230,000 -- 30,000 -- $156,544
Director
- - - --------------------------------------------------------------------------------------------------------
Kenneth L. Burenga, 1993 $450,000 $245,000 $326,663 10,500 $230,000 $137,426
President, Chief Operating 1992 $400,000 $220,000 $605,613 20,900 -- $122,186
Officer and Director 1991 $360,000 $150,000 -- 20,000 -- $108,236
- - - --------------------------------------------------------------------------------------------------------
Carl M. Valenti, Senior 1993 $386,000 $175,000 $245,875 7,900 $200,000 $110,296
Vice President and Director 1992 $365,000 $175,000 $453,388 15,700 -- $106,012
1991 $330,000 $135,000 -- 12,000 -- $ 96,037
- - - --------------------------------------------------------------------------------------------------------
Peter G. Skinner, Senior 1993 $352,000 $158,000 $186,163 6,000 $200,000 $ 99,971
Vice President 1992 $332,000 $148,000 $353,001 12,200 -- $ 93,881
1991 $295,417 $113,000 -- 12,000 -- $ 83,471
- - - --------------------------------------------------------------------------------------------------------
James H. Ottaway, Jr., 1993 $339,000 $150,000 $186,163 6,000 $193,000 $ 95,719
Senior Vice President 1992 $324,000 $149,000 $353,001 12,200 -- $ 92,466
and Director 1991 $308,000 $133,000 -- 12,000 -- $ 96,499
- - - --------------------------------------------------------------------------------------------------------
(1) The restricted stock awards are contingent stock rights granted under the
Dow Jones 1992 Long Term Incentive Plan. The amounts set forth in the table
are based on the fair market value of the Common Stock on the date of grant of
the contingent stock rights. Each right gives the holder the contingent right
to receive up to the number of shares of Common Stock specified in the right
(the "Target Award") following completion of a 4-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 4-year per-
formance period, the participant's individual performance and other factors.
The Final Award ultimately received may be less than or equal to the Target
Award and the Compensation Committee has the further discretion to make a Fi-
nal Award that is up to, but not more than, 125% of the Target Award. 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. During the performance period relating to
11
the contingent stock rights, the holder is entitled to receive as "dividend
equivalents" an amount equal to the cash dividends that he or she would have
received if he or she had owned the number of shares of Common Stock covered by
the right during the entire performance period. At December 31, 1993, Mr. Kann
held contingent stock rights covering a total of 42,000 shares; Mr. Burenga--
29,200 shares; Mr. Valenti--21,900 shares; Mr. Skinner--16,900 shares; and Mr.
Ottaway--16,900 shares. At December 31, 1993, the fair market value of the Com-
mon Stock subject to such rights was as follows: Mr. Kann--$1,501,500; Mr.
Burenga--$1,043,900; Mr. Valenti--$782,925; Mr. Skinner--$604,175; and Mr. Ot-
taway--$604,175.
(2) The restricted stock awards referred to in the table in respect of 1992 re-
flect the aggregate of two separate awards made in 1992. The fair market value
on the date of grant of the contingent stock rights granted in February 1992 in
respect of the performance period 1992-1995 was as follows: Mr. Kann--$424,088;
Mr. Burenga--$299,163; Mr. Valenti--$223,550; Mr. Skinner--$174,238; and Mr.
Ottaway--$174,238. The fair market value on the date of grant of the contingent
stock rights granted in November 1992 in respect of the performance period
1993-1996 was as follows: Mr. Kann--$436,975; Mr. Burenga--$306,450; Mr. Valen-
ti--$229,838; Mr. Skinner--$178,763; and Mr. Ottaway--$178,763.
(3) The stock option awards in respect of 1992 reflect the aggregate of two
separate awards made in 1992. The options granted in February 1992 in respect
of 1992 were as follows: Mr. Kann--13,500; Mr. Burenga--9,400; Mr. Valenti--
7,100; Mr. Skinner--5,500; and Mr. Ottaway--5,500. The options granted in No-
vember 1992 in respect of 1993 were as follows: Mr. Kann--16,400; Mr. Burenga--
11,500; Mr. Valenti-- 8,600; Mr. Skinner--6,700; and Mr. Ottaway--6,700.
(4) The amounts referred to in the table reflect cash payments made to the in-
dicated executives under the Dow Jones 1990 Performance Award Plan in respect
of the four-year performance period 1990-1993. The amount paid was based on the
Compensation Committee's assessment of the Company's financial performance as
compared to other companies and on management's and the individual executive's
performance against non-financial strategic and operating objectives. The 1990
Performance Award Plan was replaced in 1992 by the Dow Jones 1992 Long Term In-
centive Plan.
(5) 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 Profit Sharing Retirement Plan and the related
Supplementary Benefit Plan in respect of the years indicated. The Internal Rev-
enue Code limits the allocation of the annual Company contribution for the ben-
efit of any individual account under a qualified profit sharing plan to a maxi-
mum of $30,000 in 1993, but permits under a supplemental plan an additional al-
location 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. With respect to 1993, the Company has allocated $30,000
to the account of each of the indicated executives under the Dow Jones Profit
Sharing Retirement Plan. The Company has also allocated the following amounts
to the accounts of the indicated executives under the Supplementary Benefit
Plan with respect to 1993: Mr. Kann--$164,115; Mr. Burenga--$107,426; Mr. Va-
lenti--$80,296; Mr. Skinner--$69,971; Mr. Ottaway--$65,719.
12
OPTION GRANTS IN LAST FISCAL YEAR
INDIVIDUAL GRANTS POTENTIAL REALIZABLE VALUE
AT ASSUMED ANNUAL RATES
OF STOCK PRICE
APPRECIATION OVER STOCK
OPTION TERM (3)
- - - -------------------------------------------------------------------------------------------------
% OF
TOTAL
OPTIONS
NUMBER OF GRANTED
SECURITIES TO EXERCISE OR
UNDERLYING EMPLOYEES BASE PRICE
OPTIONS IN FISCAL ($/SHARE) EXPIRATION
NAME GRANTED (1) YEAR (2) DATE 5% 10%
- - - -------------------------------------------------------------------------------------------------
Peter R. Kann........... 15,500 2.5% $43.91 11/17/03 $ 206,305 $ 731,600
Kenneth L. Burenga...... 10,500 1.7% $43.91 11/17/03 $ 139,755 $ 495,600
Carl M. Valenti......... 7,900 1.3% $43.91 11/17/03 $ 105,149 $ 372,880
Peter G. Skinner........ 6,000 1.0% $43.91 11/17/03 $ 79,860 $ 283,200
James H. Ottaway, Jr.... 6,000 1.0% $43.91 11/17/03 $ 79,860 $ 283,200
- - - -------------------------------------------------------------------------------------------------
(1) Fifty percent of the stock options will become exercisable on November 17,
1994, and the remainder will become exercisable on November 17, 1995.
(2) The exercise price of the stock options is $43.91 per share, or 125% of the
fair market value of the Common Stock on November 17, 1993, the date on which
the stock options were granted. Accordingly, the options will not have any
value until the price of the Common Stock appreciates more than 25% from the
price on the date of grant.
(3) These amounts represent assumed rates of appreciation only, over the entire
ten year period. Actual gains, if any, on stock option exercises are dependent
on the future performance of the Company's Common Stock, general stock market
conditions, and the continued employment of the optionee through the vesting
period.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
VALUE OF UNEXERCISED IN-
TOTAL NUMBER OF THE-
UNEXERCISED OPTIONS AT MONEY OPTIONS AT
DECEMBER 31, 1993 (#) DECEMBER 31, 1993 ($)(1)
- - - ------------------------------------------------------------------------------------------------------
SHARES
ACQUIRED ON VALUE
NAME EXERCISE (#) REALIZED ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- - - ------------------------------------------------------------------------------------------------------
Peter R. Kann........... 3,288 $22,868 69,763 47,950 $398,333 $135,734
Kenneth L. Burenga...... 1,492 $10,376 46,648 31,250 $258,856 $ 80,148
Carl M. Valenti......... 954 $ 6,636 31,112 24,550 $163,808 $ 68,304
Peter G. Skinner........ -- -- 25,610 20,900 $144,245 $ 68,038
James H. Ottaway, Jr.... 208 $ 8,754 38,804 20,900 $206,848 $ 68,038
- - - ------------------------------------------------------------------------------------------------------
(1) This represents the difference on December 31, 1993 ($35.75) and
between the closing price of the the exercise price of the options.
Company's Common Stock
---------------------------------------------------
13
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee and Its Program
The Committee consists of five nonemployee directors. It generally meets four
times a year. The Compensation Committee's objective is to establish and ad-
minister a competitive "total compensation program" that fairly and competi-
tively rewards Dow Jones executives for current and long-term performance that
enhances stockholder value. Our objective is to relate pay to performance. The
purpose of this report is to explain the Company's executive compensation pro-
gram 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 bo-
nuses; (3) long-term incentive compensation; and (4) retirement and other com-
pensation.
Establishing and Administering a Competitive Program
The Committee retains outside compensation consultants and reviews internal
and external studies in developing and administering the total compensation
program. With the advice of our consultants, 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 in-
cludes the companies in the S&P Publishing/Newspaper Index (see page 17), but
our consultants also furnish data on general industry trends and, from time to
time, certain other companies. Our experience is that it is difficult to fore-
cast in detail all future developments that will be relevant to evaluating ex-
ecutive performance. It is for that reason that our bonus and long-term com-
pensation programs have vested discretion in the Committee to decide on awards
to be made after evaluating actual Company, business unit and individual per-
formance. We believe that such discretion has been an important element in
keeping compensation on a proper track.
Last year the tax law was amended effective for 1994 and subsequent years.
Proposed regulations were issued by the IRS in December. The new law and regu-
lations eliminate 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. Al-
though our plans are designed to relate compensation to performance, it ap-
pears that they may not meet the new tax law's requirements because they allow
the Committee to exercise discretion in setting compensation. We are studying
the issue and will review the regulations when they become final. It may be
appropriate in the future to recommend changes in the Company's compensation
program to take account of the new tax law. Pending the completion of our
study, we will consider deferring any compensation in excess of $1,000,000 un-
til the executive retires and the limit on deductibility is no longer applica-
ble.
Committee Reporting
The Committee makes full reports to the Board of Directors which approves the
structure of the compensation program and the general administration of the
program. The Board reviews the specific compensation awards for the chief ex-
ecutive officer and each of the other four executives whose compensation is
described in the proxy statement.
In 1993 the chief executive officer's salary was $605,000. That represented
an increase of $55,000 from the 1992 salary of $550,000. The 1993 salaries for
all the five officers listed in the table on page 11 were set after evaluating
their performance and reviewing the competitive compensation guidelines that
were developed based on advice from our outside compensation consultants.
14
For 1993 Mr. Kann was granted a bonus of $370,000. That represented an in-
crease of $35,000 from the 1992 bonus of $335,000. One of the reasons for this
increase, and for bonus increases for certain other senior executives, was
that the Company's operating income in 1993 was 12.7% higher than in 1992. We
also compared the Company's results to those of other companies with opera-
tions similar to ours (primarily those in the S&P Publishing/Newspaper Index)
and considered the performance of individual operating units of the Company
and the contributions of individual executives. The varying levels of salary
and bonus for each of the executives also reflect differences in their rela-
tive responsibilities.
We awarded long-term compensation to the chief executive officer and other
members of senior management in 1993 under the Company's executive incentive
plan. The awards covered performance for the period 1990-1993 and were made
after reviewing the Company's financial performance (including earnings, reve-
nue, profit margins, stock price performance and other financial criteria, in-
cluding the Company's performance relative to other newspaper and information
services companies). We also considered progress toward achieving other Com-
pany objectives (quality of Dow Jones' publications and services, development
of products and services for a global marketplace, quality of customer service
and level of customer satisfaction, development of human resources, including
the recruitment and advancement of women and minorities, promotion of teamwork
throughout the Company, and commitment to innovative products and services).
And, finally, we considered each individual executive's responsibility and
performance. The awards made were lower than the maximum award-amount guide-
lines for fully satisfactory performance that were developed for us by our
outside consultants. The Committee did not believe that financial performance
was sufficiently satisfactory for the entire four-year period to justify a
full guideline award. The Company's financial results improved in the second
half of the period (1992-1993), but they lagged in the first half of the pe-
riod (1990-1991). The Committee awarded no long-term compensation in 1992 or
1991 because the earnings objectives established for the awards were not
achieved.
In late 1993 we granted members of senior management contingent stock rights
and premium stock options for the 1994-1997 performance period, which our out-
side compensation consultants calculated to have a value approximately 5.4%
higher than the grants made in late 1992 for the 1993-1996 performance period.
The grants will tie a significant portion of potential senior executive com-
pensation 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, based on the financial and non-financial criteria de-
scribed in the immediately preceding paragraph.
The Committee believes that the numbers of contingent stock rights and pre-
mium stock options granted to individual executives should be set annually by
the Committee after consultation with its consultants on competitive compensa-
tion levels. Accordingly, the Committee does not base the amount of stock op-
tion or contingent stock right grants on the amount of previous grants.
The Committee continues to be satisfied with the leadership and management
performance of the chief executive officer and the other senior executives. We
came to that conclusion after evaluating the Company's competitive and finan-
cial performance and progress made toward achieving quality products, person-
nel development and other qualitative goals. The total compensation of Mr.
Kann and the other executives remains somewhat below the median of the compet-
itive guidelines recommended by our consultant. The Committee's general view
is that salary should not deviate substantially from the median, and that in-
centive elements should reflect competitive performance, with the Committee
having discretion as to the actual amounts paid.
James Q. Riordan, Chairman
Bettina Bancroft
Rene C. McPherson
Donald E. Petersen
Martha S. Robes
---------------------------------------------------
15
COMPARISON OF STOCKHOLDER RETURN
The following line graph compares the performance of the Company's Common Stock
during the period from January 1, 1989 to December 31, 1993 with the S&P 500
Stock Index and the S&P Publishing/Newspapers Index.
The S&P 500 Stock Index includes 500 U.S. companies in the industrial, trans-
portation, utilities and financial sectors and is weighted by market capital-
ization. The S&P Publishing/Newspapers Index, which is also weighted by market
capitalization, includes, in addition to the Company, the following five pub-
lishing companies: Gannett Co., Inc., Knight-Ridder, Inc., The New York Times
Company, The Times Mirror Company and Tribune Company.
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN
Dow Jones vs. S&P Publishing/Newspapers vs. S&P 500
S&P
PUBLISHING
Measurement period /NEWSPAPERS S&P 500
(Fiscal year Covered) DOW JONES Index Index
- - - --------------------- --------- --------- ---------
Measurement PT -
12/31/88 $100.00 $100.00 $100.00
FYE 12/31/89 $115.10 $118.87 $131.69
FYE 12/31/90 $ 85.74 $ 95.26 $127.60
FYE 12/31/91 $ 95.16 $115.35 $166.47
FYE 12/31/92 $101.85 $128.99 $179.15
FYE 12/31/93 $138.30 $149.39 $197.21
For purposes of the graph, it was assumed that $100 was invested in the
Company's Common Stock, the S&P 500 Stock Index and the S&P
Publishing/Newspapers Index at closing prices on December 31, 1988. Dividends
are assumed to be reinvested quarterly with respect to the Company's Common
Stock, monthly with respect to the S&P Publishing/Newspapers Index, and on the
date of distribution with respect to the S&P 500 Stock Index.
---------------------------------------------------
16
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Vernon E. Jordan, Jr. served as a member of the Compensation Committee until
September 21, 1993. During 1993, Akin, Gump, Strauss, Hauer & Feld, the law firm
of which Mr. Jordan is a senior partner, rendered certain legal services to the
Company. The Company expects that this law firm will continue to render legal
services to the Company in 1994.
APPOINTMENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
At its February meeting the Board of Directors appointed Coopers & Lybrand, in-
dependent certified public accountants, as auditors of the Company for 1994.
Coopers & Lybrand have been the auditors for many years. Representatives of
Coopers & Lybrand will be present at the 1994 Annual Meeting, will have the op-
portunity to make a statement if they so desire, and will be available to re-
spond to appropriate questions.
---------------------------------------------------
STOCKHOLDER PROPOSAL 1
Mrs. Evelyn Y. Davis, Watergate Office Building, 2600 Virginia Ave., N.W.,
Suite 215, Washington, D.C. 20037, who holds of record 90 shares of Common
Stock and 30 shares of Class B Common Stock, has informed the Company that she
intends to present to the meeting the following resolution:
RESOLVED: "That the shareholders of Dow Jones recommend that the Board of Di-
rectors take the necessary steps to reinstate the election of directors ANNUAL-
LY, instead of the stagger system which was recently adopted."
Mrs. Davis has submitted the following statement in support of her proposal:
"Until recently, directors of Dow Jones were elected annually by all share-
holders.
The great majority of New York Stock Exchange listed corporations elect all
their directors each year.
This insures that ALL directors will be more accountable to ALL shareholders
each year and to a certain extent prevents the self-perpetuation of the Board.
Last year, 19,726,814 votes, representing 7.8% of 251,967,382 votes cast,
were voted FOR this proposal.
If you AGREE, please mark your proxy FOR this resolution."
BOARD OF DIRECTORS' POSITION
This proposal seeks to reverse the action taken by the Company's stockholders
at the 1986 Annual Meeting to approve an amendment to the Company's Certificate
of Incorporation to provide that the Board of Directors be divided into three
classes of directors as nearly equal in number as possible, with each class
serving a three-year term. That amendment provided that an affirmative vote of
more than 80% of the votes represented by the outstanding Common Stock and
Class B Common Stock, voting together, would be required to return to the an-
nual election of directors. The Board believes that maintaining a classified
Board of Directors is in the best interests of the Company and its stockhold-
ers. Having a classified Board makes it more time-consuming for a substantial
stockholder to gain control of the Board without its consent, ensures some con-
tinuity in the management of the business and affairs of the Company and pro-
vides the Board with sufficient time to review any proposed business transac-
tion and to consider appropriate alternatives.
An identical proposal was presented at the 1987, 1988 and 1993 Annual Meet-
ings by the same stockholder and was defeated by the vote of the Company's
stockholders in each instance.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST ADOPTION OF THIS PROPOSED RES-
OLUTION.
---------------------------------------------------
17
STOCKHOLDER PROPOSAL 2
The New York City Police Department Pension Fund (the "Fund"), which holds of
record 12,600 shares of Common Stock, has informed the Company that it intends
to present to the meeting the following resolution:
RESOLVED: that the shareholders of the Corporation request that the board of
directors adopt and implement a policy requiring all proxies, ballots and vot-
ing tabulations that identify how shareholders voted be kept confidential, ex-
cept when disclosure is mandated by law, such disclosure is expressly requested
by a shareholder or during a contested election for the board of directors, and
that the tabulators and the inspectors of election be independent and not the
employees of the Corporation.
The Fund has submitted the following statement in support of its proposal:
The confidential ballot is fundamental to the American political system. The
reason for this protection is to ensure that voters are not subjected to actual
or perceived coercive pressure. We believe that it is time that this fundamen-
tal principle of the confidential ballot be applied to public corporations.
Many excellent companies use confidential voting. None have reported any dif-
ficulty reaching quorums or meeting supermajority vote requirements and those
surveyed reported that the added cost of implementing confidentiality was neg-
ligible.
It is our belief that all shareholders need the protection of a confidential
ballot no less than voters in political elections. While we make no imputation
that our company's management has acted coercively, the existence of this pos-
sibility is sufficient to justify confidentiality.
This resolution would permit shareholders to voluntarily disclose their vote
to management by expressly requesting such disclosure on their proxy cards. Ad-
ditionally, shareholders may disclose their vote to any other person they
choose. This resolution would merely restrict the ability of the Corporation to
have access to the vote of its shareholders without their specific consent.
Many shareholders believe confidentiality of ownership is ensured when shares
are held in street or nominee name. This is not always the case. Management has
various means of determining actual (beneficial) ownership. For instance, proxy
solicitors have elaborate databases that can match account numbers with the
identity of some owners. Moreover, why should shareholders have to transfer
their shares to nominees in an attempt to maintain confidentiality? In our
opinion, this resolution is the only way to ensure a secret ballot for all
shareholders irrespective of how they choose to hold their shares.
We believe that confidential voting is one of the most basic reforms needed
in the proxy voting system and that the system must be free of the possibility
of pressure and the appearance of retaliation.
We hope that you will vote FOR this proposal.
BOARD OF DIRECTORS' POSITION
The Board of Directors believes that the confidential voting policy proposed is
both unnecessary and undesirable.
The Board believes that the proposal is unnecessary in several respects.
First, any stockholder wishing to vote on a confidential basis already has the
means to do so simply by holding his or her shares in street name through a
bank, broker or other nominee. Since nominee holders do not disclose the names
of beneficial owners without their permission, confidential voting would be as-
sured. Accordingly, under the current system, each stockholder can choose
whether or not his or her votes will be confidential.
Second, the Proposal seeks to require the Company to adopt a policy that the
tabulators and inspectors of election be independent and not employees of the
Company. The Company has used independent tabulators and inspectors for many
years and continues to do so. Currently, Chemical Bank performs these functions
for the Company.
18
In the supporting statement, the proponent asserts that a confidential vot-
ing system is necessary in order to protect stockholders from the possibility
that management will act coercively. The Company has always conducted its
stockholder solicitations in a fair and equitable manner, without undue pres-
sure. Indeed, the proponent specifically acknowledges that it is not sug-
gesting that management has ever acted coercively. The Board believes that the
proponent's concerns are speculative and do not warrant adoption of the pro-
posed system.
The Board believes that adoption of the proposed system would be undesir-
able. The proponent draws an analogy between a stockholder vote in a public
corporation and voting in a political context. However, the analogy is, in
fact, inappropriate and misleading. In a political vote, individual citizens
vote by confidential ballot. However, elected officials, acting in a represen-
tative capacity, vote openly. Open voting ensures that the representatives may
be held accountable to their constituents. The stock of public corporations,
including the Company, is in many cases held by institutional stockholders,
such as pension funds and mutual funds. The managers and custodians of such
institutions vote such shares in a representative or fiduciary capacity on be-
half of the individuals and others who hold the underlying economic interest
in the shares. The Board believes that open voting is necessary in order for
such representatives to be held accountable to the ultimate owners of the
shares.
Finally, the Board believes that open communication between the stockholders
and the Company should be encouraged. Under the current system, stockholders
may communicate their views to management in a convenient, cost-free manner
simply by marking their comments on proxy cards. The Board does not wish to
deprive stockholders of this method of communication.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST ADOPTION OF THIS PROPOSED
RESOLUTION.
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COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
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 owner-
ship 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.
In 1991 the SEC completed an extensive revision of its rules in this area.
In addition to increasing the number and kind of reports to be filed, the SEC
has obliged companies to insert in their proxy statements failures to file re-
ports on a timely basis. The Company believes that the failures to file listed
below were in some cases inadvertent and in others the result of uncertainty
regarding the application of the new rules.
Based solely on its review of the copies of such forms received by the Com-
pany, or written representations from certain reporting persons that no Form 5
annual reports were required for those persons, the Company believes that dur-
ing 1993, all filing requirements under Section 16(a) of the Exchange Act ap-
plicable to its executive officers, directors, and greater than ten-percent
beneficial owners were complied with except that: Mr. Rand V. Araskog reported
on a Form 4 filed in August 1993 one transaction that should have been re-
ported earlier; Mr. William C. Cox, Jr. reported on an amended Form 4 filed in
January 1994 nine transactions that should have been reported earlier; and Mr.
David K. P. Li reported on an amended Form 3 filed in May 1993 one transaction
that should have been reported earlier. In March 1993 Ms. Bettina Bancroft
consented to an SEC order finding that Section 16(a) reports relating to sales
of Common Stock made on her
---------------------------------------------------
19
behalf some years before had not been filed in a timely fashion by the bank
that held the shares; the SEC found that, as a result, the requirements of Sec-
tion 16(a) had not been met. The SEC took the position that Ms. Bancroft had
not taken adequate steps to insure that the bank would file the required re-
ports, notwithstanding Ms. Bancroft's uncontradicted assertion that she had in
fact instructed the bank to make all necessary filings.
DATE FOR RECEIPT OF STOCKHOLDER PROPOSALS
A stockholder proposal intended to be presented at the 1995 Annual Meeting must
be received by the Company at its principal executive offices not later than
November 18, 1994 in order to be considered for inclusion in the Company's 1995
proxy statement and form of proxy.
OTHER MATTERS
The Company knows of no other matter to be brought before the 1994 Annual Meet-
ing. If any other matter requiring a vote of the stockholders should come be-
fore 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 judg-
ment.
Stockholders who do not expect to attend the 1994 Annual Meeting in person
are requested to complete, date, sign and return the enclosed proxy promptly in
the enclosed postage prepaid envelope.
A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K TO BE FILED WITH THE SECU-
RITIES AND EXCHANGE COMMISSION NOT LATER THAN MARCH 31, 1994 WILL BE AVAILABLE
TO INTERESTED STOCKHOLDERS UPON WRITTEN REQUEST TO MR. ROGER MAY, DIRECTOR OF
CORPORATE RELATIONS, DOW JONES & COMPANY, INC., 200 LIBERTY STREET, NEW YORK,
NEW YORK 10281.
By order of the Board of Directors,
Peter G. Skinner
Secretary
New York, New York
March 18, 1994
20
Graphics Appendix List
Cross Reference to Page
of
Omitted Material Description
- - - ---------------- -----------------------
1. Signature Letter
2. Signature Notice
3. Performance Graph Page 16
In section "Comparison of Stockholder Return" on page 16, the electronic filing
contains a chart that specifically describes the data included in the required
line graph.
DOW JONES & COMPANY, INC.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR
ANNUAL MEETING OF STOCKHOLDERS-APRIL 20, 1994
The undersigned stockholder of Dow Jones & Company, Inc. hereby appoints
WILLIAM C. COX, JR., PETER R. KANN and KENNETH L. BURENGA 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 1994 Annual Meeting of
Stockholders to be held on Wednesday, April 20, 1994, 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 18, 1994, a copy of which has been received by
the undersigned:
P R O X Y
Election of Directors. Nominees:
FOR ELECTION BY THE HOLDERS OF COMMON STOCK VOTING SEPARATELY AS A CLASS:
David K.P. Li and Rene C. McPherson
FOR ELECTION BY THE HOLDERS OF COMMON STOCK AND CLASS B COMMON STOCK VOTING
TOGETHER:
James H. Ottaway, Jr., Warren H. Phillips and Martha S. Robes
PLEASE SIGN AND DATE ON REVERSE SIDE.
- - - -------------------------------------------------------------------------------
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED Please mark
IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED your votes
STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY [X] as this
WILL BE VOTED FOR ITEMS 1(A) AND 1(B), AND
AGAINST ITEMS 2 AND 3.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITEMS 1(A) AND 1(B), AND
AGAINST ITEMS 2 AND 3.
- - - --------------------------------------------------------------------------------
1(a). Election of Directors by Common Stock. (see reverse) FOR WITHHELD
[ ] [ ]
For, except vote withheld from the following nominee(s):
- - - -------------------------------------------------------------------------------
1(b). Election of Directors by Common Stock and Class B FOR WITHHELD
Common Stock. (see reverse)
[ ] [ ]
For, except vote withheld from the following nominee(s):
- - - -------------------------------------------------------------------------------
FOR AGAINST ABSTAIN
2. Stockholder Proposal to establish [ ] [ ] [ ]
one-year terms for directors.
3. Stockholder Proposal to establish [ ] [ ] [ ]
a confidential voting policy.
1994
Signature(s) ___________________________ Date _______________________________
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.