SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of
1934
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Agile Software Corporation
-----------------------------------------------------
(Name of Registrant as Specified In Its Charter)
--Enter Company Name Here--
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[LOGO OF AGILE SOFTWARE] Agile Software
Corporation
One Almaden
Blvd.
12th Floor
San Jose, CA
95113
Main: (408)
975-3900
Fax: (408) 271-
4862
E-Mail:
info@agilesoft.com
July 27, 2000
Dear Stockholder:
Agile's 2000 Annual Meeting of Stockholders will be held on Wednesday,
August 30, 2000 at the Hotel De Anza, 233 W. Santa Clara Street, San Jose,
California, located at the corner of Santa Clara Street and Almaden Boulevard.
We look forward to your attendance either by proxy or in person. The notice of
annual meeting, the proxy statement and the proxy card from the Board of
Directors are enclosed. The materials provide further information concerning
the annual meeting. Stockholders may access the notice of annual meeting and
the proxy statement via the Internet at the Web site address indicated on the
proxy card. Some of our stockholders will be accessing these materials and
voting via the Internet.
At this year's annual meeting, the agenda includes the election of one
director and a proposal to ratify appointment of our independent auditing
firm. The Board of Directors recommends that you vote FOR election of the
nominee for director and FOR ratification of appointment of the independent
auditors. Please refer to the proxy statement for detailed information on the
election of director and the appointment of independent auditors.
If you have any further questions concerning the annual meeting, please
contact Investor Relations at (408) 975-3900.
Sincerely yours,
/s/ Bryan D. Stolle
Bryan D. Stolle
Chairman of the Board
[LOGO OF AGILE SOFTWARE] Agile Software
Corporation
One Almaden
Blvd.
12th Floor
San Jose, CA
95113
Main: (408)
975-3900
Fax: (408) 271-
4862
E-Mail:
info@agilesoft.com
Notice of Annual Meeting of Stockholders
August 30, 2000
10:00 a.m. Pacific Time
Dear Stockholder:
You are cordially invited to attend the 2000 Annual Meeting of Stockholders
of Agile Software Corporation which will be held on Wednesday, August 30, 2000
at 10:00 a.m. Pacific Time at the Hotel De Anza, 233 W. Santa Clara Street,
San Jose, California. The annual meeting is being held for the following
purposes:
1. To elect a Director to hold office for his term or until his successor
has been elected or appointed.
2. To ratify the appointment of the accounting firm of
PricewaterhouseCoopers LLP as independent auditors for the Company for
the current year.
3. To transact such other business as may properly come before the annual
meeting or any adjournment or postponement thereof.
These items are fully discussed in the following pages, which are made part
of this notice. Only stockholders of record on the books of the Company at the
close of business on July 3, 2000 will be entitled to vote at the annual
meeting. A list of stockholders entitled to vote will be available for
inspection at the offices of the Company, One Almaden Boulevard, San Jose,
California, 95113.
The Company requests that you vote your shares as promptly as possible. You
may vote your shares in a number of ways. You may mark your votes, date, sign
and return the proxy card. If you have shares registered directly with the
Company's transfer agent, Boston EquiServe, you may choose to vote those
shares via the Internet at Agile's voting Web site
http://www.eproxyvote.com/agil or you may vote telephonically, within the U.S.
and Canada only, by calling Boston EquiServe at 1-877-PRX-VOTE, (1-877-779-
8683). See "Voting Via the Internet or By Telephone" in the proxy statement
for further details.
AGILE BOARD OF DIRECTORS
By: /s/ Thomas P. Shanahan
Thomas P. Shanahan
Secretary
TABLE OF CONTENTS
Page
----
Proxy Statement........................................................... 1
Proposal 1: Election of Director........................................ 2
Information about Agile Software Corporation............................ 3
Director Compensation................................................... 4
Compensation Committee Interlocks and Insider Participation............. 4
Employment Contracts, Termination of Employment and Change Of Control
Arrangements........................................................... 4
Proposal 2: Ratification of Selection of Independent Auditors........... 4
Security Ownership of Certain Beneficial Owners and Management.......... 6
Executive Compensation.................................................. 8
Stock Options Granted in Fiscal 2000.................................... 9
Option Exercises and Fiscal 2000 Year-End Values........................ 10
Certain Relationships and Related Transactions.......................... 10
Report of the Compensation Committee on Executive Compensation.......... 12
Comparison of Stockholder Return........................................ 14
Other Matters........................................................... 14
Stockholder Proposals to be Presented at next Annual Meeting............ 15
Voting via the Internet or by Telephone................................. 15
Transaction of Other Business........................................... 16
VOTING THE PROXY CARD
If you wish to vote on the paper proxy card instead of via the Internet or
by telephone, please complete, sign, date and return the accompanying proxy
card promptly in the enclosed addressed envelope. Postage need not be affixed
to the envelope if mailed in the United States.
The immediate return of your proxy will be of great assistance in preparing
for the annual meeting and is therefore urgently requested, even if you plan
to attend the annual meeting. If you attend the annual meeting and have made
arrangements to vote in person, your proxy card will not be used.
VOTING ELECTRONICALLY OR BY TELEPHONE
Instead of submitting your proxy vote with the paper proxy card, you may be
able to vote electronically via the Internet or by telephone. See "Voting Via
the Internet or By Telephone" on page 15 &16 of the proxy statement for
further details. Please note that there are separate Internet and telephone
voting arrangements, depending upon whether shares are registered in your name
or in the name of a broker or bank.
IF YOU PLAN TO ATTEND THE ANNUAL MEETING IN PERSON
The annual meeting will be held on Wednesday, August 30, 2000 at 10:00 a.m.
Pacific time at the Hotel De Anza, 233 W. Santa Clara Street, San Jose,
California. Signs will direct you to the room where the annual meeting will be
held.
If your shares are not registered in your own name and you plan to attend the
annual meeting and vote your share in person, you should contact your broker
or agent in whose name your shares are registered to obtain a broker's proxy
and bring it to the annual meeting in order to vote.
[LOGO OF AGILE SOFTWARE] Agile Software
Corporation
One Almaden
Blvd.
12th Floor
San Jose, CA
95113
Main: (408)
975-3900
Fax: (408) 271-
4862
E-Mail:
info@agilesoft.com
PROXY STATEMENT
The enclosed proxy is solicited by the Board of Directors of Agile Software
Corporation, a Delaware corporation ("Agile" or the "Company") for use in
voting at the Annual Meeting of Stockholders to be held at Hotel De Anza, San
Jose, California, on Wednesday, August 30, 2000, at 10 a.m. Pacific Time, and
at any postponement or adjournment thereof, for the purposes set forth in the
attached notice of annual meeting. The date of this Proxy Statement is July
27, 2000, the approximate date on which this Proxy Statement and the
accompanying form of proxy were first sent or given to stockholders.
The cost of soliciting proxies will be borne by the Company. In addition to
soliciting stockholders by mail through its employees, the Company will
request banks and brokers, and other custodians, nominees and fiduciaries, to
solicit their customers who have stock of the Company registered in the names
of such persons and will reimburse others to solicit proxies, personally or by
telephone, without compensation.
Voting and Revocability of Proxies
All valid proxies received before the meeting will be exercised. When
proxies are properly dated, executed and returned, the shares they represent
will be voted at the annual meeting in accordance with the instructions of the
stockholder. If no specific instructions are given on the proxy, the shares
represented by proxies will be voted as follows:
. FOR the election of the nominee for director set forth herein,
. FOR ratification of the appointment of auditors.
In addition, if other matters come before the annual meeting, the persons
named in the accompanying form of proxy will vote in accordance with their
best judgment with respect to such matters. A stockholder giving a proxy has
the power to revoke the proxy at any time prior to its exercise by voting in
person at the annual meeting, by giving written notice to the Secretary of the
Company prior to the annual meeting or by giving a later dated proxy.
Each share of Agile Software Corporation common stock outstanding on the
record date will be entitled to one vote on all matters to be acted upon at
the annual meeting. The Company's Bylaws provide that a majority of all of the
shares of the Company's common stock entitled to vote, whether present in
person or represented by proxy, shall constitute a quorum for the transaction
of business at the meeting. Votes for and against, abstentions and "broker
non-votes" will each be counted as present for purposes of determining the
presence of a quorum. Because abstentions with respect to any matter are
treated as shares present or represented and entitled to vote for the purposes
of determining whether that matter has been approved by the stockholders,
abstentions have the same effect as negative votes for each proposal other
than the election of director. Broker non-votes are not counted or deemed to
be present or represented for purposes of determining whether stockholder
approval of a matter has been obtained, but they are counted as present for
purposes of determining the existence of a quorum at the annual meeting. The
candidate for election as director at the annual meeting who receive the
highest number of affirmative votes will be elected. The ratification of the
independent auditors for the Company for the current year requires the
affirmative vote of a majority of the shares of the Company common stock
present or represented and entitled to vote at the annual meeting.
1
Record Date and Share Ownership
Only stockholders of record on the books of the Company at the close of
business on July 3, 2000 will be entitled to vote at the annual meeting.
Presence in person or by proxy of a majority of the shares of common stock
outstanding on the record date is required for a quorum. As of the close of
business on July 3, 2000, the Company had 46,544,328 outstanding shares of
common stock, all of which are entitled to vote with respect to all matters to
be acted upon at the annual meeting. Copies of this proxy statement were first
released to stockholders on July 27, 2000.
PROPOSAL 1: ELECTION OF DIRECTORS
The Company has a classified Board of Directors currently consisting of two
Class I directors (Mr. Michael Moritz and Mr. Klaus-Dieter Laidig), two Class
II directors (Ms. Nancy Schoendorf and Mr. James Patterson), and two Class III
directors (Mr. Bryan Stolle and Mr. Thomas Shanahan), who will serve until the
annual meetings of stockholders to be held in 2000, 2001 and 2002,
respectively, and until their respective successors are duly elected and
qualified. At each annual meeting of stockholders, directors are elected for a
term of three years to succeed those directors whose terms expire at the
annual meeting dates.
Mr. Michael Moritz has informed the Company that he will not stand for re-
election as a Director. Effective as of the Annual meeting, the Board of
Directors has reduced the Board to five directors and to one Class I director.
The term of the Class I director will expire on the date of the upcoming
annual meeting. Accordingly, one person is to be elected to serve as a Class I
director of the Board of Directors at the meeting. Management's nominee for
election by the stockholders to that position is the current Class I member of
the Board of Directors: Mr. Klaus-Dieter Laidig. If elected, the nominee will
serve as director until the Company's Annual Meeting of stockholders in 2003
and until his successor is elected and qualified. The current director has
been nominated for election to the Board of Directors. If the nominee is
unable or unwilling to serve as a nominee for the office of director at the
time of the annual meeting, the proxies may be voted for a substitute nominee
who shall be designated by the proxy holders or by the present Board of
Directors to fill such vacancy. Alternatively, the size of the Board may be
reduced accordingly. The Board of Directors has no reason to believe the
foregoing nominee will be unwilling or unable to serve if elected as a
director.
If a quorum is present and voting, the nominee for Class I director
receiving the highest number of votes will be elected as a Class I director.
Abstentions and broker non-votes have no effect on the vote.
Recommendation of the Board
Unless marked otherwise, proxies received will be voted FOR election of the
nominee named below. The Board of Directors recommends a vote "FOR" the
election of the nominee listed below.
Director
Name Position With the Company Age Since
- ---- ------------------------- --- --------
Class I director nominated for election at the 2000 Annual Meeting of
Stockholders:
Klaus-Dieter Laidig..................... Director 58 1998
Klaus-Dieter Laidig has been a director of Agile since 1998. Since 1998, he
has served as a management consultant with Laidig Business Consulting GmbH.
From 1984 to 1997, he served as General Manager of Hewlett Packard GmbH. Mr.
Laidig currently serves as a director of Latitude Communications, Inc., SAP
AG, Henninger Braeu AG and several privately held companies. Mr. Laidig
received an M.B.A. from the Pforzheim University of Applied Sciences in
Germany.
Except as noted above, the nominee has been engaged in the principal
occupation set forth above during the past five years. There are no family
relationships among any directors or executive officers of the Company.
2
Stock ownership information is shown under the heading "Security Ownership of
Certain Beneficial Owners and Management" and is based upon information
furnished by the respective individuals.
INFORMATION ABOUT AGILE SOFTWARE CORPORATION
Continuing Directors. This section sets forth information concerning the
age and background for the Company's current directors whose terms are
continuing and excludes the Class I nominees to be elected at this meeting.
Director
Name Position With the Company Age Since
- ---- ------------------------- --- --------
Class II directors whose terms expire at the 2001 Annual Meeting of
Stockholders:
Nancy J. Schoendorf......... Director 45 1996
James L. Patterson.......... Director 62 1996
Class III directors whose terms expire at the 2002 Annual Meeting of
Stockholders:
Bryan D. Stolle............. Director, Chairman of the Board, 42 1995
Chief Executive Officer and President
Thomas P. Shanahan.......... Director, Executive Vice President, 54 1995
Chief Financial Officer and Secretary
Nancy J. Schoendorf has served as a director of the Company since 1995. Ms.
Schoendorf has been a general partner of Mohr, Davidow Ventures, a venture
capital firm, since 1994, and a Managing Partner since 1997. Prior to joining
Mohr, Davidow Ventures, Ms. Schoendorf spent 17 years in the computer industry
including management positions with Hewlett-Packard, Software Publishing
Corporation and Sun Microsystems. Ms. Schoendorf currently serves as a
director of Broadbase Software, Inc. and Onvia.com, Inc. and several
privately-held companies. Ms. Schoendorf received a B.S. in Computer Science
from Iowa State University and an M.B.A. from Santa Clara University.
James L. Patterson has served as a director of the Company since 1996. Mr.
Patterson has been an independent consultant since 1989. Mr. Patterson
currently serves as a director of Latitude Communications, Inc., a provider of
integrated voice and data conferencing solutions, and several privately held
companies. Mr. Patterson received a B.S. in Electrical Engineering from the
University of Colorado.
Bryan D. Stolle is a co-founder of the Company and has served as its
President and Chief Executive Officer and a member of the Board of Directors
since its inception in March 1995. From 1987 to 1994, Mr. Stolle served as
Director of Product and Strategic Marketing at Sherpa Corporation, a developer
of enterprise product data management software. From 1983 to 1987, Mr. Stolle
served as Marketing Officer at Rexcom Systems, a software company co-founded
by Mr. Stolle. Mr. Stolle received a B.A. in Business Administration and an
M.B.A. from the University of Texas at Austin.
Thomas P. Shanahan is a co-founder of the Company and has been a member of
its Board of Directors since its inception. Since November 1997, Mr. Shanahan
has served as the Company's Executive Vice President and Chief Financial
Officer. From 1994 to 1997, Mr. Shanahan served as Vice President and Chief
Financial Officer of Digital Generation Systems, Inc., a provider of digital
distribution systems to the broadcast advertising industry. From 1993 to 1994,
Mr. Shanahan served as Chief Financial Officer of Sherpa Corporation.
Mr. Shanahan received a B.A. in Economics from Stanford University and an
M.B.A. from Harvard University.
Meetings of the Board of Directors. The Board of Directors held eleven
meetings during the fiscal year ended April 30, 2000. Each director is
expected to attend each meeting of the Board and those committees on which he
or she serves. In addition to meetings, the Board and its committees review
and act upon matters
3
through written consent procedures. No director attended less than 75% of all
the meeting of the Board and those committees on which he or she served during
the fiscal year ended April 30, 2000.
The Corporation currently has standing Audit and Compensation Committees of
the Board of Directors. Each of these committees has a written charter that
has been approved by the Board. During the fiscal year ended April 30, 2000,
the Audit Committee of the Board held two meetings and the Compensation
Committee of the Board held one meeting. The Company has no standing
nominating committee of the Board.
Audit Committee. The Board of Directors has established an Audit Committee
consisting of Mr. Laidig and Mr. Moritz. Effective on the date of the Annual
Meeting Ms. Schoendorf and Mr. Patterson will join Mr. Laidig to constitute
the Audit Committee. The Audit Committee reviews with our independent
accountants the scope and timing of their audit services and any other
services that they are asked to perform, the independent accountants' report
on our consolidated financial statements following completion of their audit,
and our policies and procedures with respect to internal accounting and
financial controls. In addition, the Audit Committee makes annual
recommendations to our Board of Directors for the appointment of independent
accountants for the ensuing year.
Compensation Committee. The Board of Directors has established a
Compensation Committee consisting of Mr. Patterson and Ms. Schoendorf. The
Compensation Committee reviews and determines the salary and bonus criteria of
and stock option grants to all executive officers and administers our employee
benefit plans. For additional information about the Compensation Committee,
see "Report of the Compensation Committee on Executive Compensation," and
"Executive Compensation and Other Matters" below.
Director Compensation
Our directors do not receive any cash compensation for their services as
directors but are reimbursed for their reasonable travel expenses in attending
meetings of the Board of Directors. Our directors are eligible to participate
in our 1995 Stock Option, and employee-directors are able to participate in
our 1999 Employee Stock Purchase Plan.
Compensation Committee Interlocks and Insider Participation
No interlocking relationship exists between any member of our Board of
Directors or our Compensation Committee and any member of the Board of
Directors of Compensation Committee of any other Company, and no such
relationship has existed in the past. Prior to the creation of our
Compensation Committee in May 1999, all compensation decisions were made by
our full board. Neither Mr. Stolle nor Mr. Shanahan participated in
discussions by our board with respect to their compensation.
Employment Contracts, Termination of Employment and Change of Control
Arrangements
None of our employee directors is employed under any employment agreement
with significant contractual severance provisions. However, if any of our
employee directors is terminated without cause during the eighteen months
following a change of control, then vesting of all options to purchase our
common stock held by these employees will accelerate.
PROPOSAL 2: RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS
PricewaterhouseCoopers LLP has been the Company's independent auditors
since its incorporation in 1995 and at the recommendation of the Audit
Committee of the Board have been selected by the Board of Directors as the
Company's independent auditors for the fiscal year ending April 30, 2001. In
the event that ratification of this selection of auditors is not approved by a
majority of the shares of common stock voting thereon, management will review
its future selection of auditors.
4
A representative of PricewaterhouseCoopers LLP is expected to be present at
the annual meeting and will have an opportunity to make a statement if he or
she so desires. The representative will also be available to respond to
appropriate questions from the stockholders.
Audit services of PricewaterhouseCoopers LLP for fiscal year 2000 included
the examination of the consolidated financial statement of the Company and
services related to filings made with the Securities and Exchange Commission,
as well as certain services relating to the consolidated quarterly reports and
annual and other periodic reports at international locations.
Representatives of PricewaterhouseCoopers LLP normally attend each meeting
of the Audit Committee of the Board. The Audit Committee on an annual basis
reviews audit and non-audit services performed by PricewaterhouseCoopers LLP
for the preceding year as well as the fees charged by PricewaterhouseCoopers
LLP for such services. Non-audit services are approved by the Audit Committee,
which considers, among other things, the possible effect of the performance of
such services on the auditors' independence.
Recommendation of the Board
The Board of Directors recommends a vote "FOR" Ratification of the Appointment
of PricewaterhouseCoopers LLP as independent auditors for the Company for the
fiscal year ending April 30, 2001. Unless a contrary choice is specified,
proxies solicited by the Board of Directors will be voted for Ratification of
the Appointment.
5
Security Ownership of Certain Beneficial Owners and Management
The following sets forth information regarding ownership of the Company's
outstanding common stock as of July 3, 2000 by (i) each stockholder known by
the Company to be the beneficial owners of more than 5% of the Company's
outstanding shares of common stock, (ii) each director and named executive
officer, and (iii) all directors and executive officers as a group. Except as
otherwise indicated below and subject to applicable community property laws,
each person named in the table has sole voting and sole investment powers with
respect to all shares of common stock shown as beneficially owned by them.
Applicable percentage ownership in the table is based on 47,238,758 shares of
common stock outstanding as of July 3, 2000. Of the total shares outstanding,
1,525,274 shares are subject to the Company's right of repurchase. Beneficial
ownership is determined under the rules and regulations of the Securities and
Exchange Commission. Shares of common stock subject to options or warrants
that are presently exercisable or exercisable within 60 days of July 3, 2000
are deemed outstanding for the purpose of computing the percentage ownership
of the person or entity holding options or warrants, but are not treated as
outstanding for the purpose of computing the percentage ownership of any other
person or entity. Entries denoted by an asterisk represent an amount less than
1%.
Amount and
Nature Of Percent of
Beneficial Common Stock
Name of Beneficial Owner(1) Ownership Outstanding(2)
- --------------------------- ---------- --------------
5% Stockholders
Entities Affiliated with Mohr, Davidow
Ventures(3)(11).................................... 9,103,965 19.3%
Entities Affiliated with Putnam Investment
Management, Inc.................................... 3,368,830 7.1%
Entities Affiliated with Sequoia Capital(4)(12)..... 3,345,478 7.1%
Directors and Executive Officers
Bryan D. Stolle(5).................................. 1,832,936 3.9%
Thomas P. Shanahan(6)............................... 695,000 1.5%
Coulter, Kenneth(14)................................ 450,000 1.0%
Wise, Dorothy(8).................................... 435,000 *
Hammond, Scott(9)................................... 345,030 *
Schrader, Carol(7).................................. 320,000 *
Patterson, James(10)................................ 225,654 *
Schott, Gregg(14)................................... 175,000 *
Laidig, Klaus Dieter(13)............................ 96,667 *
Schoendorf, Nancy J. (11)........................... 58,976 *
Moritz, Michael(12)................................. -- --
Directors and executive officers as a group
(9 persons)(15).................................... 17,083,706 36.2%
- --------
* Less than 1%.
(1) The persons named in the table above have sole voting and investment
power with respect to all shares of Common Stock shown as beneficially
owned by them, subject to community property laws where applicable and to
the information contained in the footnotes to this table.
(2) Calculated on the basis of 47,238,758 shares of Common Stock outstanding
as of July 3, 2000, except that shares of Common Stock underlying options
exercisable within 60 days following July 3, 2000 are deemed outstanding
for purposes of calculating the beneficial ownership of Common Stock of the
holders of such options.
(3) Includes 9,044,998 shares held by Mohr, Davidow Ventures IV, L.P. Ms.
Schoendorf, a director of Agile, is a general partner of Mohr, Davidow
Ventures. The address for Mohr, Davidow Ventures is 2775 Sand Hill Road,
Building 1, Suite 240, Menlo Park, CA 94025.
6
(4) Consists of 219,760 shares held by Sequoia 1995, 4,160 shares held by
Sequoia 1997, 318,074 shares held by Sequoia Capital Growth Fund,
2,631,214 shares held by Sequoia Capital VI, 20,302 shares held by
Sequoia Technology Partners III, 144,572 shares held by Sequoia
Technology Partners VI and 7,396 shares held by SQP 1997. Mr. Moritz, a
director of Agile, is a general partner of the general partners of the
entities affiliated with Sequoia Capital. The address for Sequoia
Capital is 3000 Sand Hill Road, Building 4, Menlo Park, California
94025.
(5) Includes 30,000 shares held by Bryan D. Stolle as Custodian for Jacob N.
Stolle under UCAUTMA, 30,000 shares held by Bryan D. Stolle as Custodian
for Wilson E. Stolle under UCAUTMA, 200,000 shares held by the Deborah
S. Stolle Annuity Trust dated August 18, 1999, 200,000 shares held by
the Bryan D. Stolle Annuity Trust dated August 18, 1999, 2,000 shares
held by Bryan D. Stolle as Custodian for Caroline Stolle under UCAUTMA,
2,000 shares held by Bryan D. Stolle as Custodian for Michael Pettit
under UCAUTMA and 2,000 shares held by Bryan D. Stolle as Custodian for
Jonathan Pavlicek under UCAUTMA. Also includes 363,175 shares subject to
options that are exercisable within 60 days following July 3, 2000.
(6) Includes 53,959 shares subject to a right of repurchase in favor of
Agile which lapses over time. Also includes 30,000 shares held by Robert
M. Smelick as Custodian for Thomas A. Shanahan, 30,000 shares held by
Robert M. Smelick as Custodian for Kelly J. Shanahan, 30,000 shares held
by Robert M. Smelick as Custodian for Patrick L. Shanahan, 10,000 shares
held by the Thomas Alan Shanahan Trust, 10,000 shares held by the Kelly
Jean Shanahan Trust, 10,000 shares held by the Patrick Lee Shanahan
Trust, and 395,000 shares held by the Thomas P. Shanahan and Robyn Lynn
Shanahan, Trustees of the Shanahan Family Trust u/d/t dated April 15,
1997. Also includes 100,000 shares subject to options within 60 days
following July 3, 2000.
(7) Includes 105,787 shares subject to a right of repurchase in favor of
Agile which lapses over time, (71,635 shares for Carol Schrader and
34,152 shares for Eric Schrader). Also includes 140,283 shares subject
to options exercisable within 60 days following July 3, 2000, (117,500
shares for Carol Schrader and 22,783 shares for Eric Schrader).
(8) Includes 42,000 shares subject to a right of repurchase in favor of
Agile which lapses over time. Also includes 89,082 shares subject to
options exercisable within 60 days following July 3, 2000.
(9) Includes 1,890 shares subject to options exercisable within 60 days
following July 3, 2000.
(10) Includes 29,632 shares held by The Patterson Grandchildren's Trust, of
which James L. Patterson is trustee, and 146,022 shares held by The
Patterson Family Trust, of which James L. Patterson is trustee. The
address for Mr. Patterson is 356 Bachman Court, Los Gatos, CA 95030.
(11) Includes 58,967 shares held by Ms. Schoendorf directly, and 9,044,998
shares held by Mohr, Davidow Ventures IV, L.P. Ms. Schoendorf is a
general partner of Mohr, Davidow Ventures. Ms. Schoendorf disclaims
beneficial ownership of shares held by these entities, except to the
extent of her proportional pecuniary interest arising from her
partnership interest in Mohr, Davidow Ventures. The address for
Ms. Schoendorf is c/o Mohr, Davidow Ventures, 2775 Sand Hill Road,
Building 1, Suite 240, Menlo Park, CA 94025. See footnote 3.
(12) Includes 219,760 shares held by Sequoia 1995, 4,160 shares held by
Sequoia 1997, 318,074 shares held by Sequoia Capital Growth Fund,
2,631,214 shares held by Sequoia Capital VI, 20,302 shares held by
Sequoia Technology Partners III, 144,572 shares held by Sequoia
Technology Partners VI, and 7,396 shares held by SQP 1997. Mr. Moritz is
a general partner of the general partners of the entities affiliated
with Sequoia Capital. Mr. Moritz disclaims beneficial ownership of
shares held by these entities, except to the extent of his proportional
pecuniary interest arising from his partnership interest in the general
partner of the general partners of the entities affiliated with Sequoia
Capital. The address for Mr. Moritz is c/o Sequoia Capital, 3000 Sand
Hill Road, Building 4, Menlo Park, California 94025.
(13) Represents shares subject to options that are exercisable within 60 days
following July 3, 2000. The address for Mr. Laidig is Taunusstrassee 8,
Bobligen, Germany D-71032.
(14) Represents shares subject to options exercisable within 60 days
following, July 3, 2000.
(15) Includes 694,430 shares subject to options exercisable within 60 days
following July 3, 2000.
7
Executive Compensation
The following table presents information for the fiscal years ended April
30, 1998, 1999, and 2000 regarding the compensation paid to our chief
executive officer and each of our four highest-paid executive officers whole
total salary and bonus exceeded $100,000 for the fiscal year ended April 30,
2000.
Summary Compensation Table
Long Term
Compensation
Annual Compensation Awards/
------------------------ Securities
Name and Principal Fiscal Underlying All Other
Position Year Salary Bonus(1) Options Compensation(2)
- ------------------ ------ -------- -------- ------------ ---------------
Bryan Stolle ............ 2000 $185,219 $60,000 158,100 $6,000
Chairman and Chief
Executive Officer 1999 159,997 50,000 250,000 4,000
1998 150,000 20,000 113,500 2,025
Thomas P. Shanahan(3).... 2000 161,664 60,575 130,000 --
Chief Financial Officer 1999 146,664 29,755 50,000 --
1998 52,494 17,500 60,000 --
Carol B. Schrader(4)..... 2000 124,583 42,280 170,000 --
Vice President,
Marketing 1999 114,000 19,000 64,000 --
1998 55,250 -- 106,000 --
Dorothy Wise 2000 148,958 62,500 79,000 --
Vice President,
Development and Support 1999 138,000 41,669 50,000 --
1998 138,403 26,000 70,000 --
Scott Hammond(5)......... 2000 54,582 136,711 183,360 --
Vice President, e-
Procurement and e-Sales 1999 -- -- -- --
1998 -- -- -- --
- --------
(1) Bonuses are based on performance. See "Report of the Compensation
Committee on Executive Compensation."
(2) Represents car allowances paid to Mr. Stolle.
(3) Mr. Shanahan joined Agile in November 1997.
(4) Ms. Schrader joined Agile in October 1997.
(5) Mr. Hammond joined Agile in December 1999.
8
Stock Options Granted in Fiscal 2000
The following table provides the specified information concerning grants of
options to purchase the Company's common stock made during the fiscal year
ended April 30, 2000, to the persons named in the Summary Compensation Table.
Except as otherwise noted these options vest over a five year period from the
date of grant, with 20% vesting after one year and the remaining vesting 1/60
per month over the remaining four years. Vesting of the option shares will
fully accelerate upon a change in our control and involuntary termination of
the employee's services during the subsequent 18 months.
Individual Grants in Fiscal 2000
Potential Realizable
Value at Assumed
Number of Percent of Annual Rates of Stock
Securities Total Options Price Appreciation for
Underlying Granted to Exercise Option Term(3)
Options Employees in Price Expiration ----------------------
Name Granted(1) Fiscal 2000 ($/share)(2) Date 5% 10%
- ---- ---------- ------------- ------------ ---------- ---------- -----------
Bryan D. Stolle(4)...... 158,100 1.90% $20.70 4/16/10 $2,056,210 $ 5,210,429
Thomas P. Shanahan(5)... 50,000 0.59 2.50 5/6/09 78,585 199,133
80,000 0.95 20.69 4/17/10 1,040,821 2,637,644
Carol B. Schrader(6).... 90,000 1.07 2.50 5/6/09 141,452 358,440
40,000 0.47 5.00 8/3/09 125,735 318,613
40,000 0.47 20.69 4/16/10 520,230 1,318,262
Dorothy O. Wise(7)...... 30,000 0.36 2.50 5/6/09 47,151 119,480
29,000 0.34 20.69 4/16/10 377,167 955,740
20,000 0.24 20.69 4/17/10 260,205 659,411
Scott R. Hammond(8)..... 30,000 0.36 5.00 11/23/09 2,740,395 4,451,884
150,000 1.78 59.16 11/23/09 5,578,530 14,135,977
3,360 0.00 1.49 5/5/08 3,141 7,971
- --------
(1) Options granted in fiscal 2000 under our 1995 Stock Option Plan, and are
generally immediately exercisable. Under the option plan, the Board of
Directors retains discretion to modify the terms, including the price of
outstanding options. We have a right of repurchase as to any unvested
shares upon optionee's termination of employment at their original
exercise price. See "INFORMATION ABOUT AGILE SOFTWARE CORPORATION--
Employment contracts and termination of employment and change-in-control
arrangements."
(2) All options were granted at fair market value on the date of grants,
except for the 30,000 shares granted Mr. Hammond that expire on November
23, 2009.
(3) Potential gains are net of exercise price, but before taxes associated
with exercise. These amounts represent certain assumed rates of
appreciation only, in accordance with the Securities and Exchange
Commission's rules. Actual gains, if any, on stock option exercises are
dependent on the future performance of the common stock, overall market
conditions and the option holders' continued employment through the
vesting period. The amounts reflected in this table may not necessarily to
be achieved.
(4) These options vest monthly 1/48th per month beginning April 30, 2000.
(5) These options vest monthly, 1/60th per month, or 1/24th per month
beginning November 30, 2000.
(6) These options vest 25% after one year, the remaining in equal monthly
installments thereafter, or 1/24th per month beginning October 31, 2000.
(7) These options vest monthly, 1/60th per month beginning December 31, 2000,
or 1/48th per month or /1/12/th per month, beginning April 30, 2000.
(8) These options vest 20% after one year, the remaining in equal monthly
installments of 1/48th per month, or 20% after one year, the remaining in
equal monthly installments of 1/16 per month.
9
Option Exercises and Fiscal 2000 Year-End Values
The following table provides the specified information concerning exercises
of options to purchase the Company's Common Stock in the fiscal year ended
April 30, 2000, and unexercised options held as of April 30, 2000, by the
persons named in the Summary Compensation Table above. A portion of the shares
subject to these options are not yet vested, and thus would be subject to
repurchase by the Company at a price equal to the option exercise price, if
the corresponding options were exercised before those shares had vested.
Aggregate Option Exercises in Last Fiscal Year and Fiscal Year-End Values
Number of Securities
Underlying Value of Unexercised
Shares Unexercised Options In-the-Money Options
Acquired at April 30, 2000 at April 30, 2000
on Value --------------------- ----------------------
Name Exercise Realized Vested(1) Unvested(2) Vested(3) Unvested(4)
- ---- -------- -------- --------- ----------- ---------- -----------
Bryan D. Stolle......... -- $ -- 70,002 438,098 $2,504,946 $12,608,316
Thomas P. Shanahan...... -- -- -- 180,000 -- 4,828,750
Carol B. Schrader....... 20,000 50,000 -- 170,000 -- 5,071,625
Dorothy O. Wise......... -- -- -- 129,000 -- 3,626,125
Scott Hammond........... -- -- 1,470 181,890 52,294 1,029,110
- --------
(1) Stock options granted under the 1995 Stock Option Plan are generally
immediately exercisable at the date of grant, but shares received upon
exercise of unvested options are subject to repurchase by the Company.
The options listed vest at various times from the date hereof through the
year 2006.
(2) Represents shares which are unvested.
(3) Represents shares that are immediately exercisable and/or vested. Based on
the closing price of $37.06 reported on the NASDAQ National Market on
April 30, 2000, less the exercise price.
(4) Based on a fair market value of $37.06, the closing price of the
Company's Common Stock on April 30, 2000, as reported by the Nasdaq
National Market.
Certain Relationships and Related Transactions
Sales of Preferred Stock to Insiders
Since inception in March 1995, the Company has issued shares of preferred
stock, in private placement transactions to the following persons who are
executive officers, directors or principal stockholders of Agile:
Series A Series B Series C Series D Series E Series F
Preferred Preferred Preferred Preferred Preferred Preferred
Investor(s) Stock Stock Stock Stock Stock Stock
- ----------- --------- --------- --------- --------- --------- ---------
Entities affiliated with
Sequoia Capital........ 150,000 -- 2,275,000 322,000 334,672 148,148
Entities affiliated with
Mohr, Davidow
Ventures............... 30,000 2,825,000 1,225,000 448,000 565,424 74,074
Entities affiliated with
Accel Partners......... 140,000 -- 580,000 85,893 222,222
Entities affiliated with
James Patterson........ -- 75,000 -- 14,011 14,816
Affiliates of Bryan
Stolle................. 185,000 -- -- -- -- --
Thomas Shanahan......... 85,000 -- -- -- -- --
The preferred stock purchased by these directors and affiliates was
purchased on the same terms and conditions as the preferred stock purchased by
other investors. The preferred stock was converted into common stock at the
closing of the Company's initial public offering on August 1999.
10
In April 1995, the Company issued a total of 1,150,000 shares of Series A
preferred stock and in May 1995 the Company issued 82,500 shares of Series A
preferred stock at a purchase price of $0.10 per share. The purchasers of the
Series A Preferred Stock originally included various private individuals
including Thomas P. Shanahan, Chief Financial Officer and a director of Agile,
and relatives of Bryan Stolle, Chairman and Chief Executive Officer of Agile.
Subsequently, entities affiliated with Sequoia Capital, Mohr, Davidow Ventures
and Accel Partners purchased the shares of Series A preferred stock reflected
in the table above from some of these private individuals.
In June 1995, the Company issued a total of 2,937,995 shares of Series B
preferred stock at a purchase price of $0.354 per share. In January 1996, the
Company issued 3,500,000 shares of Series C preferred stock and in October
1996 the Company issued 75,000 shares of Series C preferred stock at a
purchase price of $1.16 per share. In February 1997, the Company issued
1,350,000 shares of Series D preferred stock at a purchase price of $2.964 per
share. In November 1997, the Company issued 1,000,000 shares of Series E
preferred stock at a purchase price of $5.00 per share. In June 1998, the
Company issued 1,778,778 shares of Series F preferred stock at a purchase
price of $6.75 per share.
The entities affiliated with Sequoia Capital were together considered a
greater than 5% stockholder of Agile during the fiscal year ended April 30,
2000. Mr. Michael Moritz, a current director of Agile, who is not standing for
reelection, is a general partner of Sequoia Capital. Entities affiliated with
Mohr, Davidow were together considered a greater than 5% stockholder of Agile
during the fiscal year ended April 30, 2000. Ms. Nancy Schoendorf, a director
of Agile, is a general partner of Mohr, Davidow. Entities affiliated with
Accel Investors are together considered a greater than 5% stockholder of
Agile. Mr. James Patterson is a director of Agile, Mr. Bryan Stolle is
Chairman and Chief Executive Officer of Agile, and Mr. Thomas Shanahan is
Chief Financial Officer and a director of Agile.
Loans to Executive Officers and Directors
On November 17, 1997, the Company loaned $31,800 to Carol B. Schrader, its
Vice President, Marketing, in connection with the purchase of 106,000 shares
of its common stock for $.30 per share upon exercise of stock options. The
note accrued interest at the rate of 6.14% per year and is due on November 17,
2001. This note was repaid on November 15, 1999.
On August 14, 1998, the Company loaned $51,700 to Ms. Schrader, in
connection with the purchase of 44,000 shares of its common stock for $1.175
per share upon exercise of stock options. This note accrued interest at the
rate of 5.68% per year and was due on August 4, 2003. This note was repaid on
December 22, 1999.
On November 17, 1997, the Company loaned $5,475 to Eric Schrader, an
affiliate of Carol Schrader, in connection with the purchase of 18,250 shares
of our common stock for $.30 per share upon exercise of stock options. The
note accrued interest at the rate of 6.14% per year and was due on November
17, 2001. The loan was full recourse and secured by a pledge of the stock
purchased upon exercise of the stock option. This note was repaid on December
22, 1999.
On November 12, 1999, the Company made an unsecured loan in the amount of
$25,000 to Ms. Schrader. The loan accrued interest at the rate of 6.00% per
year and was due on the earlier to occur of the termination of Ms. Schrader's
employment with the Company, sale by Ms. Schrader of any Agile common stock,
or at the rate of $250.00 per semi-monthly pay period beginning July 1, 2000.
This note to Ms. Schrader was not made in connection with the exercise of
stock options and was repaid on December 22, 1999.
On June 1, 1999, the Company loaned $132,500 to Klaus-Dieter Laidig, a
member of the Board of Directors of the Company, in connection with the
purchase of 100,000 shares of the Company's common stock for $1.325 per share
upon exercise of stock options. The note accrues interest at the rate of 4.84%
per year, and is due on June 1, 2004. This loan is full recourse and secured
by a pledge of the stock purchased upon exercise of the stock option. The
principal amount only of this note was repaid on May 12, 2000 and has accrued
interest outstanding.
11
Indemnification
The Company has entered into indemnification agreements with each of its
directors and officers. Such indemnification agreements will require the
Company to indemnify our directors and officers to the fullest extent
permitted by Delaware law.
REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors administers the
Company's executive compensation program. In this regard, the role of the
Compensation Committee, which is comprised entirely of outside, non-employee
directors, is to review and approve salaries and other compensation of the
executive officers of the Company and to administer the Executive Officer
Bonus Plan (the "EOBP"). The Compensation Committee also reviews and approves
various other Company compensation policies and matters, and administers the
Company's stock option plans, including the review and approval of stock
option grants to the executive officers of the Company. The members of the
Compensation Committee during the fiscal year ended April 30, 2000 were Mr.
Patterson and Ms. Schoendorf.
General Compensation Philosophy
The Company's general compensation philosophy is that total cash
compensation should vary with the performance of the Company in attaining
financial and non-financial objectives and that any long-term incentive
compensation should be closely aligned with the interests of the stockholders.
The Company has several performance-based compensation programs in which the
majority of Agile's employees are eligible to participate. Most company
employees not compensated on a commission basis participate in the Employee
Bonus Program (the "EBP"). For the executive officers, participation in the
EOBP is in lieu of participation in the EBP.
Total cash compensation for the majority of Agile's employees, including
its executive officers, consists of the following components:
. Base Salary;
. A cash bonus that is based on certain performance objectives.
In addition to encouraging stock ownership by granting stock options, the
Company further encourages its employees to own Company stock through a tax-
qualified employee stock purchase plan, which is generally available to all
employees. This plan allows participants to buy Company stock at a discount to
the market price with up to 10% of their salary and bonuses (subject to
certain limits), therefore allowing employees to profit when the value of he
Company's stock increases over time.
Setting Executive Compensation
The goals of the Company's executive officer compensation policies are to
attract, retain and reward executive officers who contribute to the Company's
success, to align executive officer compensation with the Company's
performance and to motivate executive officers to achieve the Company's
business objectives. In setting the base salary and individual bonus target
amount (referred to hereinafter as "BSBT") for executive officers, the
Compensation Committee reviews information relating to executive compensation
of U.S.-based companies that are considered generally comparable to the
Company. While there is no specific formula that is used to set pay in
relation to this market data, executive officer BSBT is generally set to be
slightly below the average salaries for comparable jobs in the marketplace.
However, when the Company's business groups meet or exceed certain
predetermined financial and non-financial goals, amounts paid under the
Company's performance-based compensation programs may lead to total cash
compensation levels that are higher than the average salaries for comparable
jobs.
The Company has considered the provisions of Section 162(m) of the Internal
Revenue Code and related Treasury Department regulations which restrict
deductibility of executive compensation paid to the Company's
12
chief executive officer and each of the four other most highly compensated
executive officers holding office at the end of any year to the extent such
compensation exceeds $1,000,000 for any of such officers in any year and does
not qualify for an exception under the statute or regulations. Income from
options granted under the Company's stock option plans would generally qualify
for an exemption from these restrictions so long as the options are granted by
a committee whose members are non-employee directors The Company expects that
the Compensation Committee will generally be comprised of non-employee
directors, and that to the extent such Committee is not so constituted for any
period of time, the options granted during such period will not be likely to
result in compensation exceeding $1,000,000 in any year. The Committee does
not believe that in general other components of the Company's compensation
will be likely to exceed $1,000,000 for any executive officer in the
foreseeable future and therefore concluded that no further action with respect
to qualifying such compensation for deductibility was necessary at this time.
In the future, the Committee will continue to evaluate the advisability of
qualifying its executive compensation for deductibility of such compensation.
The Committee's policy is to qualify its executive compensation for
deductibility under applicable tax laws as practicable.
Base Salary
The Compensation Committee reviews the history of and proposals for the
compensation package of each of the Company's executive officers, including
BSBT and performance-based compensation components. The base salary is then
set as a percentage of BSBT, taking into account the level and amount of
responsibility of the individual.
As a result of this process, and in accordance with the Company's
compensation philosophy that total cash compensation should vary with Company
performance, the Compensation Committee establishes base salaries of the
Company's executive officers at levels which the Compensation Committee
believes are below the average base salaries of executives of companies
considered by the Compensation Committee to be comparable to the Company.
Thus, as set forth below, a large part of each executive officer's potential
total cash compensation is dependent on the performance of the Company as
measured through its performance-based compensation programs.
Performance-Based Compensation
Executive Officer Bonus Plan
In May 1999, the Compensation Committee established individual bonus
targets ranging from $45,000 to $120,000 for each of the executive officers.
Each executive officer's bonus target is an amount equal to such percentage of
the base salary paid to such executive officer as the Compensation Committee
shall determine. The Chief Executive Officer may in his discretion reduce a
bonus payable to an executive officer, based upon the Chief Executive
Officer's evaluation of such executive officer's job performance or other
factors the Chief Executive Officer deems appropriate. In addition to bonuses
paid in connection with corporate performance, the Compensation Committee, in
its discretion, may provide a bonus based on individual achievement of
individual performance goals, established at the beginning of the year. In
fiscal 2000, the corporate performance goals were attained and accordingly
bonuses were awarded to executive officers.
Mr. Stolle's compensation as President and Chief Executive Officer was
established by the Compensation Committee in May 1999. Under the terms of the
options granted to Mr. Stolle, if Mr. Stolle is terminated without cause
during the eighteen months following a change of control, then vesting of all
of his options to purchase the Company's common stock held by Mr. Stolle will
accelerate.
COMPENSATION COMMITTEE
James Patterson
Nancy Schoendorf
13
COMPARISON OF STOCKHOLDER RETURN
Set forth below is a line graph comparing the cumulative total stockholder
return on Agile Software Corporation common stock against the cumulative total
return of the Nasdaq Stock Market (U.S.) Index and the Nasdaq Computer & Data
Processing Index between August 20, 1999 (the date the Company's stock
commenced trading) and April 30, 2000. The graph and table assume that $100 was
invested on August 20, 1999 in each of Agile common stock, Nasdaq Stock Market
(U.S.) Index and the Nasdaq Computer & Data Processing Index. No cash dividends
have been declared on the Company's common stock. Stockholder returns over the
indicated period should not be considered indicative of future stockholder
returns.
Comparison of Cumulative Total Return From August 20, 1999 through April 30,
2000: Agile Software Corporation, Nasdaq Stock Market (U.S.) Index and the
Nasdaq Computer & Data Processing Index
Agile NASDAQ
Software NASDAQ Computer &
Corporation Stock Market--US Data Processing
08/20/99 100.000 100.000 100.000
08/31/99 124.765 103.627 106.549
09/30/99 160.502 103.736 111.681
10/29/99 245.768 112.044 119.986
11/30/99 267.241 125.631 140.078
12/31/99 544.788 153.205 189.926
01/31/00 369.906 147.618 168.657
02/29/00 358.777 175.853 199.833
03/31/00 313.480 172.239 187.463
04/28/00 185.893 144.941 143.536
08/20/99 08/31/99 09/30/99 10/29/99 11/30/99 12/31/99 01/31/00 02/29/00 03/31/00 04/28/00
-------- -------- -------- -------- -------- -------- -------- -------- -------- --------
Agile Software
Corporation............ 100 124.765 160.502 245.768 267.241 544.788 369.906 358.777 313.480 185.893
NASDAQ Stock Market-
U.S.................... 100 103.627 103.736 112.044 125.631 153.205 147.618 175.853 172.239 144.941
NASDAQ Computer & Data
Processing............. 100 106.549 111.681 119.986 140.078 189.926 168.657 199.833 187.463 143.536
OTHER MATTERS
Section 16(a) Beneficial Ownership Reporting Compliance. Section 16(a) of
the Securities Exchange Act of 1934, as amended, requires the Company's
directors and executive officers, among others, to file with the Securities and
Exchange Commission (the "SEC") and The Nasdaq Stock Market, Inc. an initial
report of ownership of the Company's stock on
14
Form 3 and reports of changes in ownership on a Form 4 or a Form 5. Persons
subject to Section 16 are required by SEC regulations to furnish the Company
with copies of all Section 16(a) forms that they file. Under SEC rules,
certain forms of indirect ownership and ownership of Company stock by certain
family members is covered by these reporting rules. As a matter of practice,
the Company's administrative staff assists the Company's executive officers
and directors in preparing initial reports of ownership and reports of changes
in ownership and in filing these reports on their behalf.
Based solely on a review of the copies of such forms furnish to the
Company, and on written representations from certain reporting persons, the
Company believes that during fiscal 2000, all filing requirements applicable
to the Company's executive officers, directors and more than 10% stockholders
were complied with except that the initial statement of beneficial ownership
for entities affiliated with Sequoia Capitol and one transaction on a
statement of change in beneficial ownership for each of Michale Moritz and
entities affiliated with Sequoia Capital was not timely filed.
Financial Statements. The Company's financial statements for the year ended
April 30, 2000 are included in the Company's 2000 Annual Report to
Stockholders. Copies of the annual report are being sent to the Company's
stockholders concurrently with the mailing of this proxy statement.
Stockholders directly registered by name on the books of Boston EquiServe, or
holding shares in nominee name through certain brokers and banks, have in
earlier mailings been offered the opportunity to obtain this proxy statement
and the annual report by accessing it in electronic form on the Company's Web
site instead of receiving paper copies. If you have not received or had access
to the annual report, please notify the Company's Investor Relations at One
Almaden Boulevard, San Jose, California, 95113 and a copy will be sent to you.
The Company's annual report and this proxy statement are available on Agile's
Investor Relations Web site (www.agilesoft.com).
STOCKHOLDER PROPOSALS TO BE PRESENTED AT NEXT ANNUAL MEETING
The Company has an advance notice provision under its bylaws for
stockholder business to be presented at meetings of stockholders. Such
provision states that in order for stockholder business to be properly brought
before a meeting by a stockholder, such stockholder must have given timely
notice thereof in writing to the Secretary of the Company. A stockholder
proposal to be timely must be received at the Company's principal executive
offices not less than 120 calendar days in advance of the one year anniversary
of the date the Company's proxy statement was released to stockholders in
connection with the previous year's annual meeting of stockholders; except
that (i) if no annual meeting was held in the previous year, (ii) if the date
of the annual meeting has been changed by more than thirty calendar days from
the date contemplated at the time of the previous year's proxy statement or
(iii) in the event of a special meeting, then notice must be received not
later than the close of business on the tenth day following the day on which
notice of the date of the meeting was mailed or public disclosure of the
meeting date was made.
Proposals of stockholders intended to be presented at the next annual
meeting of the stockholders of the Company must be received by the Company at
its offices at One Almaden Boulevard, San Jose, California 95113, no later
than March 29, 2001, and satisfy the conditions established by the Securities
and Exchange Commission for stockholder proposals to be included in the
Company's proxy statement for that meeting.
VOTING VIA THE INTERNET OR BY TELEPHONE
If you hold your shares directly If you hold your shares in an account
registered in your name with Boston with a broker or a bank that participates
EquiServe: in the ADP Investor Communication Service
program:
- --------------------------------------------------------------------------------------
To vote by phone 1-877-PRX-VOTE, (1-877- To vote by phone: your voting form from
779-8683) your broker or bank will show the
To vote via the Internet: telephone number to call.
http://www.eproxyvote.com/agil To vote via the Internet
http://www.eproxyvote.com/agil
15
For Shares Directly Registered in the Name of the Stockholder. Stockholders
with shares registered directly in their name with Boston EquiServe may vote
those shares telephonically by calling Boston EquiServe at 1-877-PRX-VOTE, (1-
877-779-8683) or via the Internet at. http://www.eproxyvote.com/agil. For
Shares Registered in the Name of a Broker or a Bank. A number of brokers and
banks are participating in a program provided through ADP Investor
Communication Services that offers telephone and Internet voting options. This
program is different from the program provide by Boston EquiServe for shares
registered directly in the name of the stockholder. If your shares are held in
an account with a broker or a bank participating in the ADP Investor
Communication Services program, you may vote those shares telephonically by
calling the telephone number shown on the voting form received from your
broker or bank, or via the Internet at ADP Investor Communication Services'
voting http://www.eproxyvote.com/agil.
General Information for All Shares Voted Via the Internet or By
Telephone. Votes submitted via the Internet or by telephone must be received
by 12:00 midnight Eastern Time on August 29, 2000. Submitting your proxy via
the Internet or by telephone will not affect your right to vote in person
should you decide to attend the annual meeting.
The telephone and Internet voting procedures are designed to authenticate
stockholders' identities, to allow stockholders to give their voting
instructions and to confirm that stockholders' instructions have been recorded
properly. Counsel has advised the Company that the Internet voting procedures
that have been made available through Boston EquiServe are consistent with the
requirements of applicable law. Stockholders voting via the Internet should
understand that there may be costs associated with electronic access, such as
usage charges from Internet access providers and telephone companies, that
must be borne by the stockholder.
TRANSACTION OF OTHER BUSINESS
At the date of this Proxy Statement, the Board of Directors knows of no
other business that will be conducted at the 2000 annual meeting of
stockholders of Agile Software Corporation, other than as described in this
Proxy Statement. If other matters come before the annual meeting, the persons
named in the accompanying form of proxy will vote in accordance with their
best judgment with respect to such matters.
By Order of the Board of Directors
By:/s/ Thomas P. Shanahan
Thomas P. Shanahan
Secretary
San Jose, California
Dated: July 27, 2000
16
DETACH HERE
PROXY
AGILE SOFTWARE CORPORATION
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby authorizes Bryan D. Stolle and Thomas P. Shanahan as
Proxies, with full power in each to act without the other and with the power of
substitution in each, to represent and to vote all the shares of the stock that
the undersigned is entitled to vote at the Annual Meeting of Stockholders of
Agile Software Corporation to be held on August 30, 2000, or at any postponement
or adjournment thereof, with respect to the matters set forth on the reverse
side.
The proxy will be voted in accordance with specifications made on the reverse
side.
IF YOU DO NOT INDICATE HOW YOU WISH THIS PROXY TO BE VOTED, THE PROXYHOLDERS
WILL VOTE "FOR" MANAGEMENT'S NOMINEE FOR DIRECTOR AND "FOR" PROPOSAL 2, AND IN
THEIR DISCRETION ON SUCH OTHER MATTERS AS ARE PROPERLY BROUGHT BEFORE THE
MEETING.
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SEE REVERSE SIDE SEE REVERSE
SIDE CONTINUED AND TO BE SIGNED ON REVERSE SIDE SIDE
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Vote by Telephone Vote by Internet
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It's fast, convenient, and immediate! It's fast, convenient, and your vote
Call Too-Free on a Touch-Tone Phone is immediately confirmed and posted.
1-877-PRX-VOTE (1-877-779-8683).
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Follow these four easy steps: Follow these four easy steps:
1. Read the accompanying Proxy 1. Read the accompanying Proxy
Statement/Prospectus and Proxy Card. Statement/Prospectus and Proxy Card.
2. Call the toll-free number 2. Go to the Website
1-877-PRX-VOTE (1-877-779-8683) http://www.eproxyvote.com/agil
3. Enter your 14-digit Voter Control Number 3. Enter your 14-digit Voter Control Number
located on your Proxy Card above your name. located on your Proxy Card above your name.
4. Follow the recorded instructions. 4. Follow the instructions provided.
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Your vote is important! Your vote is important!
Call 1-877-PRX-VOTE anytime! Go to http://www.eproxyvote.com/agil anytime!
Do not return your Proxy Card if your are voting by Telephone or Internet
DETACH HERE
- --- Please mark
X votes as in
- --- this example.
1. Election of Director,
Directors recommend: a vote FOR election
of the following nominee FOR AGAINST ABSTAIN
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Nominee: (01) Klaus dieter Laidig 2. Ratification of PricewaterhouseCoopers
LLP as independent auditors. -------- -------- --------
FOR WITHHELD
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-------- --------- 3. Transact other business properly coming before the meeting or
any adjournment thereof.
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MARK HERE IF YOU PLAN TO ATTEND THE MEETING
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MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT
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Please sign exactly as your name(s) appear(s) hereon. All holders
must sign. When signing in a fiduciary capacity, please indicate
full title as such. If a corporation or partnership, please sign in
full corporate or partnership name by authorized person.
Signature: _________________________________ Date: ____________ Signature: ________________________________ Date: _______________