No Joe I did not recieve this in the mail, I am still a lurker have not made an investment yet...Here is more of the proxy:
Management has no reason to believe
that any of the nominees will be unable or unwilling to serve if elected. If
any nominee should become unavailable prior to the election, the accompanying
Proxy Card will be voted for the election in his or her stead of such other
person as the Board of Directors may recommend.
DIRECTOR
NAME PRINCIPAL OCCUPATION SINCE AGE
---- -------------------- -------- ---
Eric E. Schmidt Chief Executive Officer and Chairman of the 1997 41
Board
effective April 7, 1997(1)
Elaine R. Bond Retired Chase Fellow/Senior Consultant of 1993 61
The Chase Manhattan Bank, N.A.(2)
Hans-Werner Hector Cofounder and former Member of Advisory 1995 57
Board of SAP AG, Germany(3)
Jack L. Messman President and Chief Executive Officer of 1985 56
Union Pacific Resources Group, Inc.(4)
Larry W. Sonsini Member of the law firm of Wilson Sonsini 1988 56
Goodrich & Rosati, Professional
Corporation(5)
Ian R. Wilson Managing Partner of Dartford Partnership(6) 1989 67
John A. Young Retired President and Chief Executive 1995 64
Officer of Hewlett-Packard Company(7)
--------
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(1) Eric E. Schmidt
Dr. Schmidt entered into an employment contract with Novell on March 18,
1997 whereby he would become Chief Executive Officer and Chairman of the
Board on April 7, 1997. Since 1983, Dr. Schmidt has held various positions
at Sun Microsystems, Inc. (world class supplier of network computing
solutions) including Chief Technology Officer from February 1994 to March
1997 and president of Sun Technology Enterprises from February 1991 until
February 1994. Dr. Schmidt is also a director of Geoworks, Inc. and Siebel
Systems, Inc
(2) Elaine R. Bond
Ms. Bond retired in December 1994 as a Chase Fellow and Senior Consultant
for Chase Manhattan Bank (a New York based Money Center Bank), a position
held since December 1991. Ms. Bond is also a director of Washington
National Corporation.
(3) Hans-Werner Hector
Cofounder of SAP AG, Germany (an international provider of general purpose
software). Mr. Hector was a member of Advisory Board of SAP AG from June
1995 until December 1996. Mr. Hector also served as Chief Executive
Officer, President and Vice Chairman for SAP America, Inc., a fully owned
subsidiary of SAP AG, from February 1992 to January 1995. Mr. Hector was
also a Member of the Board of Directors of SAP AG from 1972 to June 1995.
(4) Jack L. Messman
Chief Executive Officer of Union Pacific Resources Group, Inc. (an oil and
gas company) since March of 1991. Mr Messman is also Chairman of Union
Pacific Resources Group, Inc. since October 1996. Mr. Messman previously
served as President of Union Pacific Resources Group, Inc. from March 1991
to October of 1996. Mr. Messman is also a director of Cambridge Technology
Partners, Inc., Tandy Corporation, Safeguard Scientific, Inc., U.S. Data,
Inc. and Union Pacific Resources Group, Inc.
(5) Larry W. Sonsini
Member and Chairman of the Executive Committee of Wilson Sonsini Goodrich &
Rosati (a law firm) for more than the last five years. Mr. Sonsini is also
a director of Lattice Semiconductor Corporation, Pixar, Inc., Pure Atria
Software and Silicon Valley Group, Inc.
(6) Ian R. Wilson
Managing partner of Dartford Partnership (a holding company) since August
1994. Mr. Wilson served as Chairman of the Board, Chief Executive Officer
and President of Windmill Holdings Corp., (a milling and baking company)
from February 1989 until January 1995. Mr. Wilson is a director of New Age
Beverages Investments Limited, Golden State Foods, Corp., CAMAC Holdings,
Inc., Windy Hills Pet Food Company and Van de Kamp's, Inc.
(7) John A. Young
Mr. Young retired in 1992 from his position as Chief Executive Officer of
Hewlett-Packard Company, (an international computation and measurement
company), a position he held for fifteen years. He has had a long
association with competitiveness issues having chaired President Reagan's
Commission on Industrial Competitiveness and founded the Council on
Competitiveness in 1986. Mr. Young is also a director of Wells Fargo & Co.,
Chevron Corp., SmithKline Beecham plc, Shaman Pharmaceuticals, Inc.,
Affymetrix, Ciphergen Biosystems, Inc. and Lucent Technology, and is a
member of The Business Council. He also is chairman of the board of Smart
Valley, Inc.
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors held ten meetings, including four telephone
conference call meetings during the fiscal year ended October 26, 1996.
The Board of Directors has three committees. The Audit Committee is
comprised of Directors Messman as chairman, Bond, Hector and Young. The
Compensation Committee is comprised of Directors Young as chairman, Bond and
Messman. The Corporate Governance Committee is comprised of Directors Wilson
as
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chairman and Sonsini and also included Director Ashton until he resigned from
his position as a director in November 1996. There is no nominating committee,
but the Corporate Governance Committee performs the function of a nominating
committee.
The Audit Committee of the Board of Directors met four times during fiscal
1996. The responsibilities of the Audit Committee include recommending to the
Board the selection of the independent auditors and reviewing the Company's
internal accounting controls. The Audit Committee is authorized to conduct
such reviews and examinations as it deems necessary or desirable with respect
to the practices and procedures of the independent auditors, the scope of the
audit, accounting controls, practices and policies, and the relationship
between the Company and its independent auditors, including the availability
of Company records, information and personnel.
The Compensation Committee of the Board of Directors met nine times during
fiscal 1996. The Compensation Committee establishes the Company's compensation
philosophy, determines CEO and other executive compensation, and administers
the Company Incentive Plan and the employee stock plans. See "Report of the
Compensation Committee of the Board of Directors on Executive Compensation."
The Corporate Governance Committee of the Board of Directors met twice
during fiscal 1996. The responsibilities of the Corporate Governance Committee
include establishing qualifications to serve on the Board and Committees of
the Board, identification of nominees for Board membership, reviewing
procedures for CEO succession and Board retirement policies, analyzing and
establishing Board compensation, and establishing general guidelines for the
operation of the Board of Directors. The Corporate Governance Committee
accepts nominations for Board membership, which nominations will be reviewed
in accordance with the procedures established for reviewing such nominations
by the Committee. Any such nomination should be submitted to the Secretary of
the Company. See "Report of the Corporate Governance Committee."
During the last fiscal year, all directors attended at least 75% of the
meetings of the Board and Committees of which they were members.
VOTE REQUIRED AND RECOMMENDATION
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE
SLATE OF NOMINEES SET FORTH ABOVE.
The seven nominees for director receiving the highest number of affirmative
votes of the shares present or represented by proxy and entitled to be voted
for them shall be elected as directors. Votes withheld from any director are
counted for purposes of determining the presence or absence of a quorum for
the transaction of business, but have no other legal effect under Delaware
law. Shareholders do not have the right to cumulate their votes in the
election of directors.
PROPOSAL TWO
APPROVAL AND RATIFICATION OF THE ADOPTION OF AN
AMENDMENT TO THE COMPANY'S 1989 EMPLOYEE STOCK PURCHASE PLAN
PROPOSED AMENDMENT
On December 5, 1996, the Board of Directors of the Company approved an
amendment to the Novell, Inc. 1989 Employee Stock Purchase Plan ("Purchase
Plan") to increase the number of shares available for issuance under the
Purchase Plan from eight million (8,000,000) to twelve million (12,000,000).
At the 1997 Annual Meeting, the shareholders are being asked to approve such
increase in shares under the Purchase Plan. The Board of Directors believes
that the adoption of this amendment to the Purchase Plan will encourage and
assist employees of Novell to acquire an equity interest in the Company, help
align employee interests with other shareholders, help provide for the future
financial security of Novell employees and foster good employee relations. The
Purchase Plan should thereby be helpful in attracting, retaining and
motivating employees. The terms of the Purchase Plan are described below. A
copy of the amended Purchase Plan will be furnished by the Company to any
shareholder upon written request to the Corporate Secretary.
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DESCRIPTION OF PURCHASE PLAN
The following is a brief summary of the material features of the Purchase
Plan.
Eligibility. Any person who is employed by Novell (or by any of its
designated subsidiaries) for at least twenty hours per week and more than five
months per calendar year is eligible to participate in the Purchase Plan,
subject to certain limitations imposed by Section 423(b) of the Internal
Revenue Code of 1986, as amended (the "Code"). No person who owns or hold
options to purchase, or who, as a result of participation in the Purchase
Plan, would own or hold options to purchase five percent (5%) or more of the
outstanding stock of the Company is entitled to participate in the Purchase
Plan. As of February 28, 1997, approximately 5,850 employees were eligible to
participate.
Participation in an Offering. Each offering of Common Stock under the
Purchase Plan ("Offering") will be for a period of approximately six months.
The commencement of each Offering under the Purchase Plan will start at the
beginning of the Company's regular payroll periods that fall closest to
November 1 and May 1 of each year. To participate in the Purchase Plan,
eligible employees must authorize payroll deductions pursuant to the Purchase
Plan. Such payroll deductions may not exceed ten percent (10%) of regular base
salary (including sales commissions that are not in excess of target income).
Once an employee becomes a participant in the Purchase Plan, the employee will
automatically participate in each successive Offering until such time as the
employee withdraws from the Purchase Plan or the employee's employment
terminates. As of February 28, 1997 there were approximately 2,950
participants in the Purchase Plan.
Purchase Price. The purchase price per share at which the shares of Common
Stock are acquired under the Purchase Plan will be equal to 85% of the lesser
of the fair market value of the Common Stock on (i) the first day of the
Offering or (ii) the last day of the Offering. The fair market value of the
Common Stock on any relevant date will be equal to the closing bid price per
share as reported on the Nasdaq National Market.
Shares Purchased. The number of shares of the Common Stock a participant
purchases in each Offering is determined by dividing the total amount of
payroll deductions withheld from the participant's paychecks during the
Offering by the purchase price. In any calendar year, no participant may
purchase more than $25,000 worth of stock (determined at the fair market value
of the shares at the time the option is granted). At Novell's option, any cash
not applied to the purchase of fractional shares will either be returned to
the participant or applied toward the purchase of shares in subsequent
Offerings.
Withdrawal. A participant may withdraw from an Offering at any time without
affecting his or her eligibility to participate in future Offerings. In
effect, therefore, a participant is given an option that he or she may or may
not exercise. However, once a participant withdraws from an Offering, that
participant may not participate in the same Offering.
Administration and Amendment. The Purchase Plan is to be administered, at
the Company's expense, by the Board of Directors or a committee appointed by
the Board, and is currently being administered by the Board's Compensation
Committee. All questions of interpretation or application of the Purchase Plan
are determined in the sole discretion of the committee, and its decisions are
final and binding upon all participants. Members of the Board of Directors or
its committee who are eligible employees are permitted to participate in the
Purchase Plan but may not vote on any matters that affect the administration
of the Purchase Plan. No member of the Board who is eligible to participate in
the Purchase Plan may be a member of the committee appointed to administer the
Purchase Plan. The committee may at any time amend or terminate the Purchase
Plan, except that such termination shall not affect options previously
granted, nor may any amendment make any change in an option previously granted
that would adversely affect the rights of any participant. No amendment may be
made to the Purchase Plan without the approval or ratification of the
shareholders of the Company if such amendment would require shareholder
approval under Section 423 of the Code, Rule 16b-3 promulgated under the
Securities Exchange Act of 1934, as amended, or any other applicable law or
regulation.
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