Ascend Files Annual Meeting Proxy [Filed on 04/08]
ASCEND COMMUNICATIONS INC files annual meeting proxy.
IFN Smart Edgar News - April 08, 1998 17:21
Excerpted from DEF 14A filed on 04/08 by ASCEND COMMUNICATIONS INC:
ASCEND COMMUNICATIONS INC files annual meeting proxy.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 21, 1998
To the Stockholders of Ascend Communications, Inc.:
The Annual Meeting of Stockholders of Ascend Communications, Inc., a
Delaware corporation (the "Corporation"), will be held on Thursday, May 21,
1998 (the "Annual Meeting") at 9:00 A.M., local time, at the Palace Hotel, 2
New Montgomery Street, San Francisco, California 94105, to consider and act
upon the following matters:
Item. 1. To elect eight (8) members of the Board of Directors to hold office
until the 1999 Annual Meeting of Stockholders and until their
respective successors are elected and qualified.
Item. 2. To approve the implementation of the Corporation's 1998 Stock
Incentive Plan.
Item. 3. To approve amendments to the Corporation's 1994 Outside Directors
Stock Option Plan (the "Directors Option Plan") to (i) decrease the
initial stock option grant from 192,000 shares to 75,000 shares for
outside directors first elected after the Annual Meeting; (ii) to
decrease the stock option grant for each subsequent year of service
on the Board of Directors from 48,000 shares to 25,000 shares for
all outside directors following the Annual Meeting; (iii) to limit
the number of shares granted for each initial stock option grant and
the stock option grant for each subsequent year of service on the
Board of Directors to the amount stated above effective after the
Annual Meeting; and (iv) to increase the number of shares of Common
Stock available for issuance under the Directors Option Plan from
2,000,000 shares to 2,400,000 shares.
Item. 4. To ratify the selection of Ernst & Young LLP as auditors for the
fiscal year ending December 31, 1998.
Item. 5. To transact such other business as may properly come before the
meeting or any adjournments thereof.
Stockholders entitled to notice of and to vote at the meeting shall be
determined as of March 23, 1998, the record date fixed by the Board of
Directors for such purpose.
By Order of the Board of Directors,
(End of item excerpt.)
EXECUTIVE COMPENSATION SUMMARY
The following table sets forth summary information concerning the annual and
long-term compensation paid or earned for services rendered to the Corporation
during the fiscal years ended December 31, 1997, 1996 and 1995 to the
Corporation's Chief Executive Officer and each of the four most highly
compensated executive officers of the Corporation in fiscal year 1997 (the
"Named Executive Officers").
SUMMARY COMPENSATION TABLE (1)
COMPENSATION
LONG TERM
COMPENSATION
ANNUAL COMPENSATION AWARDS
NAMED AND PRINCIPAL ----------------------------- OTHER ANNUAL ------------
POSITION YEAR SALARY ($) BONUS ($) (2) COMPENSATION ($) (3) OPTIONS (#)
Mory Ejabat............. 1997 426,464 238,000 2,768 300,000
President and Chief 1996 327,928 487,500 3,983 400,000
Executive Officer 1995 233,103 230,000 4,740 1,023,840
Michael E. Hendren...... 1997 357,216 -- -- 75,000
Senior Vice President, 1996 325,227 -- -- 150,000
North America Sales and 1995 331,029 -- -- 170,000
Service
Robert K. Dahl.......... 1997 340,960 163,200 11,753 --
Executive Vice 1996 290,960 435,000 14,272 350,000
President, Planning 1995 201,308 200,000 19,290 401,680
(Retired January 1998)
Curtis N. Sanford....... 1997 336,827 -- 4,860 112,500
Senior Vice President, 1996 541,051 -- 4,860 150,000
International 1995 333,465 -- 4,860 251,680
Sales and General
Manager of
International
Operations
Jeanette A. Symons...... 1997 250,000 120,000 3,240 225,000
Executive Vice 1996 200,000 300,000 3,240 300,000
President, Advanced 1995 141,500 141,500 3,240 501,760
Products and Chief
Technical Officer
(End of item excerpt.)
STOCK PERFORMANCE GRAPH
The following graph compares the yearly percentage change in the cumulative
total stockholder return on the Corporation's Common Stock during the period
from the Corporation's initial public offering through December 31, 1997, with
the cumulative total return on the Nasdaq Telecommunications Stock Index and
Standard and Poor's 500 Stock Index.
COMPARISON OF CUMULATIVE TOTAL RETURN
FROM MAY 13, 1994 THROUGH DECEMBER 31, 1997(1)
ASCEND COMMUNICATIONS, INC., STANDARD AND POOR'S 500 INDEX
AND NASDAQ TELECOMMUNICATIONS INDUSTRY INDEX
PERFORMANCE GRAPH APPEARS HERE
Measurement Period ASCEND S&P NASDAQ TELECOM.
(Fiscal Year Covered) COMMUNICATIONS, INC. 500 STOCKS INDUSTRY INDEX
Measurement Pt- 05/13/94 $100.0 $100.0 $100.0
FYE 12/30/94 $271.7 $103.4 $102.4
FYE 12/29/95 $2163.3 $138.7 $137.3
FYE 12/31/96 $3313.3 $166.8 $142.3
FYE 12/31/97 $1306.7 $218.5 $202.1
(End of item excerpt.)
------------------------------------------------------------------------
DISCLAIMER:
The information provided through this news feed is excerpted from documents
filed with the Securities and Exchange Commission (SEC) and should not be
relied upon without review of the full documents filed with the SEC. In no
event will Internet Financial Network, Inc., its officers, directors,
employees, stockholders or agents, be liable to you or to any third party for
any damages, costs or expenses arising or incurred in connection with any
action taken or failure to act that is based upond the information contained
in or omitted from this news feed or the documents filed with the SEC.
------------------------------------------------------------------------ |
