Section 240.14a-101 Schedule 14A.
Information required in proxy statement.
Schedule 14A Information
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [X]
Filed by a party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
TRIARC COMPANIES, INC.
.................................................................
(Name of Registrant as Specified In Its Charter)
.................................................................
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11
(1) Title of each class of securities to which transaction
applies:
............................................................
(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 (set forth the amount
on which the filing fee is calculated and state how it was
determined):
.......................................................
(4) Proposed maximum aggregate value of transaction:
.......................................................
(5) Total fee paid:
.......................................................
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for
which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the
Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
.......................................................
(2) Form, Schedule or Registration Statement No.:
.......................................................
(3) Filing Party:
.......................................................
(4) Date Filed:
.......................................................
TRIARC COMPANIES, INC.
NOTICE OF ANNUAL
MEETING OF
STOCKHOLDERS AND
PROXY STATEMENT
PLEASE COMPLETE, SIGN, DATE AND RETURN
YOUR PROXY PROMPTLY
[LOGO]
THURSDAY, JUNE 21, 2001
AT 11:00 A.M.
AT THE WALDORF=ASTORIA
301 PARK AVENUE
NEW YORK, NEW YORK
[TRIARC LOGO]
TRIARC COMPANIES, INC.
280 PARK AVENUE
NEW YORK, NEW YORK 10017
(212) 451-3000
May 16, 2001
Dear Stockholders:
It is our pleasure to invite you to join us at the 2001 Annual Meeting of
Stockholders of Triarc Companies, Inc. which will be held at 11:00 a.m., on
Thursday, June 21, 2001, in the Basildon Room, 3rd floor, of The
Waldorf=Astoria, 301 Park Avenue, New York, New York.
We will report to you at the meeting on the Company's current operations and
outlook. The meeting will also include a question and discussion period. The
Board of Directors and management hope that many of you will be able to attend
in person.
At the meeting, you will be asked to consider and vote on the election of
nine (9) directors and the ratification of the appointment of Deloitte & Touche
LLP as the Company's independent certified public accountants. The Board of
Directors has unanimously approved these proposals and recommends that you vote
FOR each of them.
The formal notice of Annual Meeting and the Proxy Statement follow. It is
important that your shares be represented and voted, regardless of the size of
your holdings. Accordingly, whether or not you plan to attend the meeting in
person, please complete, sign, date and return the enclosed proxy. If you attend
the meeting and wish to vote your shares personally, you may revoke your proxy.
Sincerely,
NELSON PELTZ PETER W. MAY
NELSON PELTZ PETER W. MAY
Chairman and Chief President and Chief
Executive Officer Operating Officer
[TRIARC LOGO]
TRIARC COMPANIES, INC.
NOTICE OF 2001 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON THURSDAY, JUNE 21, 2001
11:00 A.M., LOCAL TIME
-------------------
The 2001 Annual Meeting of Stockholders of Triarc Companies, Inc. will be
held on Thursday, June 21, 2001, at 11:00 a.m., local time, in the Basildon
Room, 3rd floor, of The Waldorf=Astoria, 301 Park Avenue, New York, New York,
for the following purposes:
(1) to elect nine (9) directors to hold office as specified in the
accompanying Proxy Statement;
(2) to ratify the appointment of Deloitte & Touche LLP as the Company's
independent certified public accountants; and
(3) to transact such other business as may properly come before the
meeting or any adjournment or postponement thereof.
Stockholders entitled to vote at the meeting or any adjournment or
postponement thereof are holders of record of the Company's Class A Common Stock
at the close of business on May 9, 2001.
By Order of the Board of Directors
STUART I. ROSEN
STUART I. ROSEN
Senior Vice President and
Associate General Counsel, and
Secretary
May 16, 2001
YOUR VOTE IS IMPORTANT! STOCKHOLDERS ARE CORDIALLY INVITED TO ATTEND
THE MEETING. WHETHER OR NOT YOU PLAN TO ATTEND, PLEASE COMPLETE, SIGN AND
DATE THE ENCLOSED PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE.
YOU MAY NEVERTHELESS VOTE IN PERSON IF YOU ATTEND THE MEETING.
TRIARC COMPANIES, INC.
280 PARK AVENUE
NEW YORK, NEW YORK 10017
(212) 451-3000
-------------------
PROXY STATEMENT
-------------------
INTRODUCTION
GENERAL
The accompanying proxy is solicited by the Board of Directors (the 'Board of
Directors' or the 'Board') of Triarc Companies, Inc. (the 'Company' or 'Triarc')
in connection with the 2001 Annual Meeting of Stockholders of the Company (the
'Meeting'), to be held on Thursday, June 21, 2001, at 11:00 a.m., local time, in
the Basildon Room, 3rd floor, of The Waldorf=Astoria, 301 Park Avenue, New York,
New York and at any adjournment or postponement of the Meeting. This Proxy
Statement and a proxy are first being mailed to stockholders on or about
May 16, 2001. The mailing address of the Company's principal executive office is
280 Park Avenue, New York, New York 10017.
When a proxy is returned properly dated and signed, the shares represented
thereby will be voted by the persons named as proxies in accordance with each
stockholder's directions. Stockholders may specify their choices by marking the
appropriate boxes on the enclosed proxy. If a proxy is dated, signed and
returned without specifying choices, the shares will be voted as recommended by
the Board of Directors FOR the election of each of the nine (9) nominees for
directors named below and FOR Proposal (2). The Company does not have cumulative
voting in the election of directors. Under the Company's By-Laws (the
'By-Laws'), business transacted at the Meeting is confined to the purposes
stated in the Notice of the Meeting. The proxy being solicited does, however,
convey discretionary authority to the persons named therein as proxies to vote
on matters incident to the conduct of the Meeting. The proxy may be revoked by
the stockholder at any time prior to the time it is voted by giving notice of
such revocation either personally or in writing to the Secretary of the Company
at the address provided above.
VOTING SECURITIES
All holders of record of the Company's Class A Common Stock, par value $.10
per share (the 'Class A Common Stock'), at the close of business on May 9, 2001
are entitled to vote on all business of the Meeting. At the close of business on
such day, the Company had 20,276,845 shares of Class A Common Stock outstanding
and entitled to vote at the Meeting. Each share of Class A Common Stock entitles
the holder to one vote per share. The presence, in person or by proxy, of
stockholders entitled to cast at least a majority of the votes which all
stockholders are entitled to cast shall constitute a quorum. Broker 'non-votes'
and the shares as to which a stockholder abstains are included for purposes of
determining whether a quorum of shares is present at the Meeting. A broker
'non-vote' occurs when a nominee holding shares for a beneficial owner does not
vote on a particular proposal
because the nominee does not have discretionary voting power with respect to
that item and has not received instructions from the beneficial owner.
Under the General Corporation Law of the State of Delaware (the 'Delaware
Law'), the state in which the Company is incorporated, the Company's Certificate
of Incorporation and the By-Laws, if a quorum is present at the Meeting, the
affirmative vote of a plurality of the votes cast is required for the election
of directors and the affirmative vote of a majority of the voting power present
(in person or by proxy) and entitled to vote at the Meeting is required for
approval of Proposal (2). Under the Delaware Law, an abstention is not deemed to
be a 'vote cast.' As a result, abstentions and broker 'non-votes' are not
included in the tabulation of the voting results on the election of directors
(Proposal (1)) and, therefore, do not have the effect of votes in opposition in
such tabulations. Abstentions are included in the tabulation of the voting
results on issues requiring the affirmative vote of a majority of the voting
power present (in person or by proxy) and entitled to vote at the Meeting
(Proposal (2)) and have the effect of votes in opposition in such tabulations,
while broker 'non-votes' are not included in the tabulation of the voting
results on such issues and therefore do not have the effect of votes against in
such tabulations.
The Company has been informed that the 5,982,867 shares of Class A Common
Stock (constituting approximately 29.5% of the outstanding shares of Class A
Common Stock as of May 9, 2001) owned by DWG Acquisition Group, L.P., a Delaware
limited partnership of which Nelson Peltz and Peter W. May are the sole general
partners ('DWG Acquisition'), will be voted in accordance with the
recommendation of the Board of Directors FOR the election of each of the
nine (9) nominees for director named below and FOR Proposal (2).
PROPOSAL 1.
ELECTION OF DIRECTORS
NOMINEES FOR ELECTION
It is recommended that the nine (9) nominees herein named be elected as
directors of the Company, with each director to hold office until the next
Annual Meeting of Stockholders, and until his successor is elected and qualified
or until his prior death, resignation or removal. All of the nine (9) nominees
are presently serving as directors of the Company and were elected directors at
the Annual Meeting of Stockholders held on June 22, 2000 to serve until the next
annual meeting of the Company's stockholders and until such director's successor
is duly chosen and qualified or until his prior death, resignation or removal.
The Company is unaware of any reason why any of the nominees named herein would
be unwilling or unable to serve as a director. Should, however, any nominee for
director be unwilling or unable to serve at the time of the Meeting or any
adjournment or postponement thereof, the persons named in the proxy will vote
for the election of such other person for such directorship as the Board of
Directors may recommend.
Certain information regarding each person nominated by the Board of
Directors, including his principal occupation during the past five years and
current directorships, is set forth below. Unless otherwise indicated, all
nominees have had the indicated principal occupations for the past five years.
2
BUSINESS EXPERIENCE DURING PAST
NAME OF DIRECTOR FIVE YEARS, AGE AND OTHER INFORMATION
---------------- -------------------------------------
Nelson Peltz......................... Mr. Peltz has been a director and the Chairman and Chief
Executive Officer of the Company since April 1993. Since
then, he has also been a director or manager and officer
of certain of the Company's subsidiaries. He is also a
general partner of DWG Acquisition, whose principal
business is ownership of securities of the Company. From
its formation in January 1989 to April 1993, Mr. Peltz was
Chairman and Chief Executive Officer of Trian Group,
Limited Partnership ('Trian'), which provided investment
banking and management services for entities controlled by
Mr. Peltz and Mr. May. From 1983 to December 1988, he was
Chairman and Chief Executive Officer and a director of
Triangle Industries, Inc. ('Triangle'), which, through
wholly-owned subsidiaries, was, at that time, a
manufacturer of packaging products, copper electrical wire
and cable and steel conduit and currency and coin handling
products. Mr. Peltz has also served as a director of MCM
Capital Group, Inc. since February 1998. Mr. Peltz is 58
years of age.
Peter W. May......................... Mr. May has been a director and the President and Chief
Operating Officer of the Company since April 1993. Since
then, he has also been a director or manager and officer
of certain of the Company's subsidiaries. He is also a
general partner of DWG Acquisition. From its formation in
January 1989 to April 1993, Mr. May was President and
Chief Operating Officer of Trian. He was President and
Chief Operating Officer and a director of Triangle from
1983 until December 1988. Mr. May has also served as a
director of MCM Capital Group, Inc. since February 1998
and served as a director of Ascent Entertainment Group,
Inc. from June 1999 to April 2000 and of On Command
Corporation from February 2000 to April 2000. Mr. May is
the father of Jonathan P. May, a Senior Vice President of
Triarc and Chairman of the Triarc Restaurant Group. Mr.
May is 58 years of age.
Hugh L. Carey........................ Mr. Carey has been a director of the Company since June
1994. He was an Executive Vice President of W.R. Grace & Co.
('Grace') from 1987 to December 31, 1995. From 1993 to
December 1995, he served Grace as director of its
Government Relations Division, and from 1987 until 1993,
he ran Grace's office of environmental policy. Mr. Carey
was the Governor of the State of New York from 1975 until
1983 and a member of Congress from 1960 until 1975. From
1991 until 1993, he was Chairman of the National Institute
of Former Governors. Mr. Carey is also a director of China
Trust Bank, and Of Counsel to Winston & Strawn. Mr. Carey
is 82 years of age.
Clive Chajet......................... Mr. Chajet has been a director of the Company since June
1994. He has been Chairman of Chajet Consultancy, L.L.C., a
consulting firm specializing in identity and image
management, since January 1997. Prior to that time, Mr.
Chajet was Chairman of Lippincott & Margulies Inc., also a
consulting firm specializing in identity and image
management, from 1983 to January 1997. Mr. Chajet is 64
years of age.
3
BUSINESS EXPERIENCE DURING PAST
NAME OF DIRECTOR FIVE YEARS, AGE AND OTHER INFORMATION
---------------- -------------------------------------
Joseph A. Levato..................... Mr. Levato has been a director of the Company since June
1996. Mr. Levato served as Executive Vice President and
Chief Financial Officer of Triarc from April 1993 to
August 1996. He also served as Executive Vice President
and Chief Financial Officer of certain of Triarc's
subsidiaries from April 1993 to August 1996. Prior to
April 1993, he was Senior Vice President and Chief
Financial Officer of Trian from January 1992 to April
1993. From 1984 to December 1988, he served as Senior Vice
President and Chief Financial Officer of Triangle. Mr.
Levato is 60 years of age.
David E. Schwab II................... Mr. Schwab has been a director of the Company since October
1994. Mr. Schwab has been a Senior Counsel of Cowan,
Liebowitz & Latman, P.C., a law firm, since January 1,
1998. Prior to that time, he was a partner of Schwab
Goldberg Price & Dannay, a law firm, for more than five
years. Mr. Schwab also serves as Chairman of the Board of
Trustees of Bard College. Mr. Schwab is 70 years of age.
Jeffrey S. Silverman................. Mr. Silverman has been a director of the Company since May
1999. Mr. Silverman has been Chairman and co-founder of LTS
Capital Partners, L.L.C., an investment firm, since August
1997, and Chairman and Chief Executive Officer of
Financial Performance Corporation, an investment firm,
since January 2000. From January 1983 until August 1997,
Mr. Silverman served as Chief Executive Officer of PLY-GEM
Industries, Inc., a home improvement building products
supplier, and he served as its Chairman from February 1986
through August 1997. Mr. Silverman is 55 years of age.
Raymond S. Troubh.................... Mr. Troubh has been a director of the Company since June
1994. He has been a financial consultant since prior to
1989. Mr. Troubh is a director of ARIAD Pharmaceuticals,
Inc., Diamond Offshore Drilling, Inc., General American
Investors Company, Gentiva Health Services, Inc., Health
Net, Inc., Starwood Hotels & Resorts, Inc. and WHX
Corporation. He is also a trustee of Corporate Renaissance
Group Liquidating Trust, MicroCap Liquidating Trust and
Petrie Stores Liquidating Trust. Mr. Troubh is 75 years of
age.
Gerald Tsai, Jr...................... Mr. Tsai has been a director of the Company since October
1993. Mr. Tsai is a private investor. From February 1993 to
October 1997, he was Chairman of the Board, President and
Chief Executive Officer of Delta Life Corporation, a life
insurance and annuity company with which Mr. Tsai became
associated in 1992. Mr. Tsai also serves as a director of
Rite Aid Corporation, Sequa Corporation, Zenith National
Insurance Corporation, Saks Incorporated and United
Rentals Inc. He is a trustee of Boston University, the
Mount Sinai-NYU Medical Center Board and the New York
University School of Medicine Foundation Board. Mr. Tsai
is 72 years of age.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF EACH OF THE
NINE (9) NOMINEES NAMED ABOVE.
4
EXECUTIVE OFFICERS
The following table sets forth certain information regarding the executive
officers of Triarc, all of whom are U.S. citizens.
NAME AGE POSITIONS
---- --- ---------
Nelson Peltz....................... 58 Director; Chairman and Chief Executive Officer
Peter W. May....................... 58 Director; President and Chief Operating Officer
Michael C. Howe.................... 48 President and Chief Executive Officer of the Triarc
Restaurant Group
John L. Barnes, Jr. ............... 53 Executive Vice President and Chief Financial
Officer*
Eric D. Kogan...................... 37 Executive Vice President -- Corporate Development
Brian L. Schorr.................... 42 Executive Vice President, General Counsel, and
Assistant Secretary
Jonathan P. May.................... 35 Senior Vice President; Chairman of the Triarc
Restaurant Group
Francis T. McCarron................ 44 Senior Vice President -- Taxes*
Jarrett B. Posner.................. 31 Senior Vice President -- Corporate Finance
Stuart I. Rosen.................... 41 Senior Vice President and Associate General Counsel,
and Secretary
Fred H. Schaefer................... 56 Senior Vice President and Chief Accounting Officer
Anne A. Tarbell.................... 42 Senior Vice President -- Corporate Communications
and Investor Relations
---------
(*) Mr. Barnes has announced his retirement, effective on or about June 30,
2001, as Executive Vice President and Chief Financial Officer. Mr. McCarron
will become Chief Financial Officer upon such retirement.
Set forth below is certain additional information concerning the persons
listed above (other than Messrs. Peltz and May, for whom such information has
been provided under 'Nominees for Election' above).
Michael C. Howe has been the President and Chief Executive Officer of the
Triarc Restaurant Group since January 2001. From July 1999 to January 2001 he
served as President and Chief Operating Officer of the Triarc Restaurant Group
and certain of its subsidiaries. From February 1997 to July 1999, Mr. Howe was
Senior Vice President, Operations of the Triarc Restaurant Group. From August
1995 to February 1997, Mr. Howe was a Regional Vice President for the Southeast
Region of the Triarc Restaurant Group. He also served in a variety of positions
within the KFC Division of PepsiCo from July 1990 to August 1995 including Vice
President, Restaurant Support. Prior to entering the restaurant industry,
Mr. Howe was employed for 12 years with Procter & Gamble in a number of
different positions within the sales management functions.
John L. Barnes, Jr. has been Executive Vice President and Chief Financial
Officer of Triarc and certain of its subsidiaries since March 1998 and prior
thereto was Senior Vice President and Chief Financial Officer of Triarc since
August 1996. From April 1996 to August 1996 Mr. Barnes was a Senior
5
Vice President of Triarc. Prior to April 1996, Mr. Barnes had served for more
than five years as Executive Vice President and Chief Financial Officer of
Graniteville Company, a textile company (which was sold by the Company in April
1996).
Eric D. Kogan has been Executive Vice President -- Corporate Development of
Triarc and certain of its subsidiaries since March 1998 and prior thereto was
Senior Vice President -- Corporate Development of Triarc since March 1995. From
April 1993 to March 1995 Mr. Kogan was Vice President -- Corporate Development
of Triarc. Prior thereto, Mr. Kogan was a Vice President of Trian from September
1991 to April 1993. Mr. Kogan has also served as Chairman and a director of MCM
Capital Group, Inc. since February 1998.
Brian L. Schorr has been Executive Vice President and General Counsel of
Triarc and certain of its subsidiaries since June 1994. Prior thereto,
Mr. Schorr was a partner of Paul, Weiss, Rifkind, Wharton & Garrison, a law firm
which he joined in 1982. That firm provides legal services to Triarc and its
subsidiaries.
Jonathan P. May has been Senior Vice President of Triarc and Chairman of the
Triarc Restaurant Group since January 2001. From July 1999 to January 2001 he
served as Chief Executive Officer of the Triarc Restaurant Group and certain of
its subsidiaries. From 1996 to July 1999, Mr. May was Vice-President, Concept
Development of the Triarc Restaurant Group. From 1995 to 1996, Mr. May was Vice
President, Worldwide Planning of the Triarc Restaurant Group. Mr. May was
Director, Corporate Development of the Company from 1993 to 1995. Previously,
Mr. May was employed by McKinsey & Co., Inc. from September 1989 to June 1991.
Mr. May is the son of Peter W. May.
Francis T. McCarron has been Senior Vice President -- Taxes of Triarc and
certain of its subsidiaries since April 1993. Prior thereto, he was Vice
President -- Taxes of Trian from its formation in January 1989 to April 1993.
Jarrett B. Posner has been Senior Vice President -- Corporate Finance of
Triarc and Senior Vice President of certain of its subsidiaries since November
16, 2000. Prior thereto, he was Vice President, Corporate Development of Triarc
since March 1998. Mr. Posner has held various corporate finance positions at
Triarc since May 1993.
Stuart I. Rosen has been Senior Vice President and Associate General
Counsel, and Secretary of Triarc and certain of its subsidiaries since November
16, 2000. From August 1994 to January 2001 he served as Vice President and
Associate General Counsel, and Secretary of Triarc and certain of its
subsidiaries. Prior thereto, he was an associate with Paul, Weiss, Rifkind,
Wharton & Garrison since 1985.
Fred H. Schaefer has been Senior Vice President and Chief Accounting Officer
of Triarc and certain of its subsidiaries since November 16, 2000. From April
1993 to January 2001 he served as Vice President and Chief Accounting Officer of
Triarc and certain of its subsidiaries. Prior thereto, he was Vice President and
Chief Accounting Officer of Trian from its formation in January 1989 to April
1993.
Anne A. Tarbell has been Senior Vice President -- Corporate Communications
and Investor Relations of Triarc, and Senior Vice President of certain of its
subsidiaries, since May 1998. From June 1995 to April 1998, Ms. Tarbell was Vice
President and Director -- Investor Relations of ITT Corporation and served as
Assistant Director -- Investor Relations of ITT Corporation from August 1991 to
May 1995.
6
The term of office of each executive officer is until the organizational
meeting of the Board following the next annual meeting of the Company's
stockholders and until his or her successor is elected and qualified or until
his or her prior death, resignation or removal.
BOARD MEETINGS AND CERTAIN COMMITTEES OF THE BOARD
Eight meetings of the full Board of Directors were held during the fiscal
year ended December 31, 2000. Each incumbent director who is a nominee for
reelection (other than Messrs. Silverman and Tsai) attended 75% or more of the
meetings of the Board of Directors and its committees that he was eligible to
attend in 2000.
The Company has standing audit, nominating, and compensation committees
whose current functions and members are described below. It is anticipated that
at its first meeting following the Meeting, the Board will designate the
directors to serve on each of these committees until the next annual meeting of
stockholders.
Audit Committee. The Audit Committee is composed of Messrs. Raymond S.
Troubh (Chairman), Joseph A. Levato, David E. Schwab II and Jeffrey S.
Silverman. This committee is charged with the responsibility of assisting the
Board of Directors in overseeing the financial reporting process of the Company.
In the course of performing its functions, the Audit Committee (i) reviews the
Company's internal accounting controls and its annual consolidated financial
statements, (ii) reviews with the Company's independent certified public
accountants the scope of their audit, their report and their recommendations,
(iii) considers the possible effect on the independence of such accountants in
approving non-audit services requested of them, (iv) recommends the action to be
taken with respect to the appointment of the Company's independent certified
public accountants and (v) reviews matters brought to its attention within the
scope of its duties, including financial, legal or ethical matters relating to
conflict of interest transactions. The Audit Committee met nine times during
2000. The formal report of the Audit Committee with respect to fiscal year 2000
begins on page 25 herein.
Nominating Committee. The Nominating Committee is composed of Messrs. Joseph
A. Levato (Chairman), Hugh L. Carey, David E. Schwab II, and Gerald Tsai, Jr.
This committee is charged with the responsibility of considering and
recommending individuals to be considered by the Board for membership on the
Board of Directors. The Nominating Committee met once during 2000.
The Nominating Committee will consider nominations for Board membership by
stockholders. The Nominating Committee has adopted the following rules with
respect to considering such nominations: (i) the nominating stockholder must
have owned, for at least six months prior to the date the nomination is
submitted, shares of (x) Class A Common Stock or (y) other classes of common
stock or preferred stock, if any, entitled to vote for directors; (ii) the
nomination must be received by the Nominating Committee at least 120 days before
the mailing date for proxy material applicable to the annual meeting for which
such nomination is proposed for submission; and (iii) a detailed statement
setting forth the qualifications, as well as the written consent, of each party
nominated must accompany each nomination submitted.
Compensation Committee and Performance Compensation Subcommittee. The
Compensation Committee is composed of Messrs. David E. Schwab II (Chairman),
Clive Chajet, Joseph A. Levato and Jeffrey S. Silverman. The Compensation
Committee is charged with the responsibility of (i) reviewing, advising and
making recommendations with respect to employee salary and compensation plans,
benefits and standards applicable to the executive officers of the Company,
(ii) taking all actions with respect thereto that are not specifically reserved
for the Board of Directors, and (iii) administering the
7
Triarc Companies, Inc. 1997 Equity Participation Plan (the '1997 Plan'), the
Deferral Plan for Senior Executive Officers of Triarc Companies, Inc. (the
'Deferral Plan') and such other salary or compensation plans as the Compensation
Committee is designated to administer. The Compensation Committee met nine times
during 2000.
The Performance Compensation Subcommittee (the 'Subcommittee' or the
'Performance Committee') of the Compensation Committee is composed of Messrs.
Schwab (Chairman), Chajet and Silverman. The Subcommittee was established in
August 1997 to assume certain functions which were previously the responsibility
of the Compensation Committee. The Subcommittee's principal function is to
administer the Triarc Companies, Inc. 1993 Equity Participation Plan, as amended
(the '1993 Plan'), the 1998 Equity Participation Plan (the '1998 Plan'), the
1999 Executive Bonus Plan (the '1999 Executive Bonus Plan' or the '1999 Plan')
and such other salary or compensation plans as the Subcommittee is designated to
administer. Prior to the sale of the Snapple Beverage Group in October 2000, the
Subcommittee also administered the Snapple Beverage Group, Inc. 1997 Stock
Option Plan (the 'SBG Option Plan'). The Subcommittee met eight times in 2000.
COMPENSATION OF DIRECTORS
Each non-management director of the Company receives an annual retainer of
$30,000 for serving on the Board. In addition, each non-management director of
the Company receives $1,500 for each meeting of the Board or of a committee (or
subcommittee) of the Board that such director attends. Under the 1998 Plan each
non-management director may elect to have all or a portion of the annual
retainer and these fees paid in shares of Class A Common Stock rather than in
cash. See 'Executive Compensation -- Certain Employment Arrangements with
Executive Officers' below for certain information relating to compensation of
the Company's management directors.
In addition, pursuant to the 1998 Plan, each director of the Company who is
not also an employee of the Company or any subsidiary receives options to
purchase 15,000 shares of Class A Common Stock on the date of such director's
initial election or appointment to the Board of Directors. On the date of each
subsequent annual meeting of stockholders of the Company at which a director is
reelected, such director receives options to purchase 4,000 shares of Class A
Common Stock.
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
'Exchange Act'), requires Triarc's directors, executive officers, and persons
who own more than ten percent of Triarc's common stock, to file reports of
ownership and changes in ownership on Forms 3, 4 and 5 with the Securities and
Exchange Commission (the 'SEC') and the New York Stock Exchange. Directors,
executive officers and greater than ten percent stockholders are required by SEC
regulations to furnish Triarc with copies of all Forms 3, 4 and 5 they file.
Based solely on Triarc's review of the copies of such forms it has received,
or written representations from certain reporting persons that no Form 5s were
required for these persons, Triarc believes that all its directors, executive
officers and greater than ten percent beneficial owners complied with all filing
requirements applicable to them with respect to 2000.
8
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
The following table sets forth the beneficial ownership as of May 9, 2001 by
each person known by the Company to be the beneficial owner of more than 5% of
the outstanding shares of Class A Common Stock (constituting the only class of
voting capital stock of the Company), each director of the Company and nominee
for director of the Company who has such ownership, each executive officer whose
name appears in the Summary Compensation Table below (the 'Named Officers') who
was an executive officer of the Company as of May 9, 2001 and all directors and
executive officers as a group. Except as otherwise indicated, each person has
sole voting and dispositive power with respect to such shares.
AMOUNT AND
NAME AND ADDRESS OF NATURE OF
BENEFICIAL OWNER BENEFICIAL OWNERSHIP PERCENT OF CLASS
---------------- -------------------- ----------------
DWG Acquisition Group, L.P. ....................... 5,982,867 shares(1) 29.5%
1201 North Market Street
Wilmington, DE 19801
Nelson Peltz ....................................... 7,490,234 shares(1)(2)(3) 34.5%
280 Park Avenue
New York, NY 10017
Peter W. May ....................................... 6,998,000 shares(1)(2) 32.9%
280 Park Avenue
New York, NY 10017
Lockheed Martin Investment
Management Company................................ 1,763,863 shares(4) 8.7%
6705 Rockledge Drive
Bethesda, MD 20817-1814
Neuberger Berman Inc................................ 1,232,875 shares(5) 6.1%
Neuberger Berman, LLC
605 Third Avenue
New York, NY 10158
Hugh L. Carey....................................... 47,453 shares *
Clive Chajet........................................ 38,300 shares(6) *
Joseph A. Levato.................................... 52,875 shares *
David E. Schwab II.................................. 37,644 shares *
Jeffrey S. Silverman................................ 60,849 shares *
Raymond S. Troubh................................... 50,744 shares *
Gerald Tsai, Jr. ................................... 50,388 shares *
John L. Barnes, Jr. ................................ 104,001 shares *
Eric D. Kogan....................................... 80,667 shares *
Brian L. Schorr..................................... 72,957 shares(7) *
Directors and Executive Officers as a group
(19 persons)...................................... 9,391,358 shares 40.1%
---------
* Less than 1%
(1) The Company is informed that DWG Acquisition has pledged such shares to a
financial institution on behalf of Messrs. Peltz and May to secure loans
made to them.
(footnotes continued on next page)
9
(footnotes continued from previous page)
(2) Includes 5,982,867 shares held by DWG Acquisition, of which Mr. Peltz and
Mr. May are the sole general partners.
(3) Includes 21,200 shares owned by a family trust of which Mr. Peltz is a
trustee and 2,600 shares owned by minor children of Mr. Peltz. Mr. Peltz
disclaims beneficial ownership of these shares.
(4) The information set forth herein with respect to Lockheed Martin Investment
Management Company ('Lockheed Martin') is based solely on information
contained in a Schedule 13G/A filed with the SEC on February 8, 2001
pursuant to the Exchange Act. Lockheed Martin is deemed to be the beneficial
owner of 1,763,863 shares of Class A Common Stock. Lockheed Martin has sole
voting and dispositive power over these shares. Lockheed Martin Master
Retirement Trust, of which Lockheed Martin is the named fiduciary and
investment adviser, has the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of, shares
beneficially owned by Lockheed Martin in an amount exceeding 5%.
(5) The information set forth herein with respect to Neuberger Berman, LLC
('Neuberger LLC') and Neuberger Berman, Inc. (the parent holding company of
Neuberger LLC, 'Neuberger Inc.') is based solely on information contained in
a Schedule 13G/A filed with the SEC on February 6, 2001 pursuant to the
Exchange Act. Neuberger LLC and Neuberger Berman Management Inc. ('Neuberger
Management'), serve as sub-adviser and investment manager, respectively, of
Neuberger Inc.'s various mutual funds. Neuberger LLC and Neuberger
Management are deemed to be beneficial owners of 1,232,875 shares of Class A
Common Stock. These shares are included as shares over which Neuberger LLC
and Neuberger Management have shared voting and dispositive power. Neuberger
LLC and Neuberger Management disclaim beneficial ownership of an additional
86,000 shares of Class A Common Stock owned by employees in their own
personal securities accounts.
(6) Includes 1,300 shares owned by Mr. Chajet's wife, as to which shares
Mr. Chajet disclaims beneficial ownership.
(7) Includes 100 shares owned by a minor child of Mr. Schorr, as to which shares
Mr. Schorr disclaims beneficial ownership.
-------------------
10
The above beneficial ownership table includes options to purchase shares of
Class A Common Stock which have vested or will vest within 60 days of May 9,
2001 by the following persons:
NUMBER OF SHARES
NAME OF BENEFICIAL OWNER REPRESENTED BY OPTIONS
------------------------ ----------------------
Nelson Peltz................................................ 1,456,667 shares
Peter W. May................................................ 968,333 shares
Hugh L. Carey............................................... 30,500 shares
Clive Chajet................................................ 30,500 shares
Joseph A. Levato............................................ 39,500 Shares
David E. Schwab II.......................................... 30,500 shares
Jeffrey S. Silverman........................................ 18,500 shares
Raymond S. Troubh........................................... 30,500 shares
Gerald Tsai, Jr. ........................................... 33,500 shares
John L. Barnes, Jr. ........................................ 100,001 shares
Eric D. Kogan............................................... 66,667 shares
Brian L. Schorr............................................. 66,667 shares
Directors and Executive Officers as a group (19 persons).... 3,159,834 shares
-------------------
The beneficial ownership table does not include 1,999,207 shares of Triarc's
non-voting Class B Common Stock owned as of May 9, 2001 by entities controlled
by Victor Posner (collectively, the 'Posner Entities'). In August 1999, Triarc
entered into a definitive agreement with the Posner Entities to acquire all of
the Class B Common Stock. One-third of such shares (1,999,208 shares) were
acquired by Triarc in August 1999 and one-third of such shares (1,999,207
shares) were acquired by Triarc in August 2000. The balance of such shares
(1,999,207 shares) will be purchased on or before August 19, 2001. This purchase
date is subject to extension in certain limited circumstances. None of the
directors or nominees for directors of the Company or the Named Officers
beneficially owned any Class B Common Stock as of May 9, 2001.
Except for the arrangements relating to the shares described in footnote
(1) to the beneficial ownership table, there are no arrangements known to the
Company the operation of which may at a subsequent date result in a change in
control of the Company.
11
EXECUTIVE COMPENSATION
REPORT OF THE COMPENSATION COMMITTEE AND
PERFORMANCE COMPENSATION SUBCOMMITTEE(*)
The Compensation Committee's Role. The Compensation Committee of the Board
of Directors (the 'Compensation Committee') is responsible for setting policy
for compensation of executive officers of the Company. It is also responsible
for reviewing and approving the compensation program for the executive officers
of the Company (the 'Executive Compensation Program') and for administering the
1997 Plan and the Deferral Plan. The Performance Compensation Subcommittee's
(the 'Subcommittee' or the 'Performance Committee') principal function is to
administer the 1998 Plan, the 1999 Executive Bonus Plan and the 1993 Plan (which
by its terms expired in April 1998). Accordingly, the Subcommittee joins the
Compensation Committee in this report.
The Company's Executive Compensation Program is designed to motivate
executives to achieve the Company's business objectives, with a particular
emphasis on building the value of the Company. Key components of the Executive
Compensation Program consist of base salaries, performance-based cash bonus
plans, stock-based compensation plans, deferred compensation plans and
discretionary bonuses. To fulfill its principal function, the Compensation
Committee reviews and approves each of the elements of the Executive
Compensation Program and will continually assess the effectiveness of the
Executive Compensation Program as a whole. This includes reviewing the design of
the Company's various incentive plans for executive officers and assessing the
competitiveness of the overall Executive Compensation Program. From time to
time, the Company retains external compensation consultants to advise it with
respect to competitive pay levels and the development and design of compensation
plans.
The Company provides its executive officers with a total compensation
package that -- at expected levels of performance -- is generally intended to be
highly competitive with compensation packages provided to similarly situated
executives in the consumer products, restaurants and food industries and
investment management and mergers and acquisitions firms. The Company
periodically assesses an executive's competitive level of compensation based on
comparable market information drawn from a variety of sources, including proxy
statements, compensation surveys and external compensation consultants. In
addition, such compensation takes into account the various roles and
combinations of responsibilities undertaken by Triarc's executive officers, as
well as their individual performance and contribution to the success of the
Company.
The Compensation Committee is aware that companies selected for compensation
comparison purposes differ from those used for relative stockholder return
comparison purposes in this proxy statement's performance graph. The
Compensation Committee believes stockholders' interests are best served by
providing compensation necessary to attract needed exceptional executive talent
from relevant labor markets and that, in many cases, this talent will be
attracted from companies or institutions that are not included in the peer group
index in the performance graph set forth below.
While the expected value of an executive's compensation package is set at a
highly competitive level, each executive officer's pay package places a
significant portion of pay at risk, and the actual value of the package will
exceed or fall below this level depending on actual Company results and value
creation.
---------
(*) This Report does not constitute soliciting material and should not be deemed
filed or incorporated by reference into any Company filing under the
Securities Act of 1933, as amended, or the Securities Exchange Act of 1934,
as amended, except to the extent the Company specifically incorporates this
Report by reference into such other filing.
12
Incentive Compensation Varies With Performance and Other Factors. Actual
total compensation paid to the executive corporate officers may exceed or fall
below competitive compensation levels, both annually and over time, based on
various factors, including:
the Company's financial and operating performance;
the Company's common stock performance;
the successful completion of acquisitions, dispositions, financings and
other significant transactions;
the return on the Company's investment portfolio;
the performance of the executive's area of responsibility;
individual executive performance; and
the executive's experience in his or her role.
Awards paid under annual and long-term incentive plans to senior operating unit
officers are tied to that business units' short- and long-term financial
performance and strategic accomplishments of the Company.
The Company also believes that effectively rewarding individual performance
helps drive managers to contribute in ways that enhance the financial and stock
performance of the Company and its various business units. Although the
Executive Compensation Program provides compensation that varies with financial
performance and strategic accomplishments, an executive officer's incentive
awards may also be influenced by qualitative assessments of Company, business
unit and individual performance, as appropriate. For all executive officers,
these assessments are made by either the Compensation Committee or the
Subcommittee, as appropriate.
Overview of the Executive Compensation Program. Key components of the
Executive Compensation Program include: (i) the base salary program, (ii) the
annual incentive program, including awards under the 1999 Executive Bonus Plan,
discretionary bonuses and special deferred compensation and (iii) the long-term
incentive program.
Base Salary Compensation. The Company's base salary program is intended
to provide base salary levels that are competitive in the external market
for executive talent and reflect an individual's ongoing performance. Base
salaries are periodically adjusted based on the executive's performance, the
Company's overall financial performance and expected salary increases in the
market for executive talent.
Annual Incentive Compensation. During 1999, the Company's stockholders
approved the 1999 Executive Bonus Plan which seeks to provide compensation
opportunities to eligible executive officers and key employees of the
Company and its subsidiaries that are directly related to the financial and
operating performance of the Company. The 1999 Plan provides for two types
of bonuses: formula bonus awards and performance goal bonus awards. Formula
bonus awards are based solely on the Company's operating performance using
certain predetermined earnings related criteria outlined in the 1999 Plan.
Performance goal bonus awards are based on the attainment of specific levels
of performance by the Company (or operational units of the Company) with
reference to one or more criteria outlined in the 1999 Plan. The
Subcommittee establishes the performance goals for each participant no later
than 90 days after the commencement of each 1999 Plan year. The Subcommittee
determines whether the earnings related criteria and performance goals were
met and, based on such determinations, the actual amount of each bonus and
whether
13
payment of all or a portion of such bonus will be deferred. Performance goal
bonus awards may not exceed $5.0 million to any single participant for any
1999 Plan year. The Subcommittee may also exercise 'negative discretion' and
reduce bonuses otherwise payable under the objective formula. Bonus payments
under the 1999 Plan are intended to be exempt from the tax deduction
limitation of Section 162(m) of the Internal Revenue Code ('Code').
In addition, from time to time the Compensation Committee may award
discretionary bonuses to the Company's executive officers. The amount of
such bonuses are based on the Compensation Committee's evaluation of such
individual's performance and contribution to the Company's overall
performance. The Compensation Committee may defer payment of discretionary
bonuses in accordance with the terms of the Deferral Plan described below.
The annual cash incentive plan for executive officers of Arby's, Inc.,
the Company's principal business unit (the 'Annual Plan'), provides
competitive annual pay opportunities with amounts payable being linked to
the business unit's annual financial performance, and to the individual's
annual performance. The Annual Plan sets annual incentive target awards at
levels that are competitive in the context of the Company's total Executive
Compensation Program, and the appropriate mix of variable and fixed
compensation. Financial performance is assessed annually against financial
and strategic objectives. Each such executive's individual performance award
is related to performance measures most appropriate to his or her
responsibilities. To reinforce the need for teamwork and focus attention on
overall Company objectives, all participants have a significant portion of
their award linked to corporate financial performance, as defined by
operating income and other measures.
Annual Bonus Awards for 2000. A significant part of the annual bonus
compensation for 2000 for the Named Officers (as defined in the Introduction
to the Summary Compensation Table below) was provided pursuant to the 1999
Plan. Each of such Named Officers received performance goal bonus awards for
2000 based on the attainment of specific levels of performance by the
Company (and operational units of the Company) with reference to the
criteria set forth in the 1999 Plan.
In addition, the Compensation Committee reviewed the fiscal 2000
performance of executive corporate officers, including those executive
officers not participating in the 1999 Plan, and approved special
discretionary bonuses for such executives. The bonuses primarily reflected
individual qualitative executive contributions based upon the level of the
executive's responsibilities, the efficiency and effectiveness with which
the executive oversaw the matters under such executive's supervision, and
the degree to which such executive contributed to the accomplishment of the
Company's goals. Since these officers have overall corporate policy-making
and administrative responsibilities, and do not directly oversee principal
operating units of the Company, the Compensation Committee's assessment of
these executives relates generally to their performance and accomplishment
of personal goals and the Company's achievements as a whole. In fiscal 2000,
the Company had significant strategic and financial accomplishments,
including the sale by the Company of the Snapple Beverage Group to Cadbury
Schweppes plc for $896 million in cash (subject to post-closing adjustment)
plus the assumption of $425 million of debt and the completion of the
innovative $290 million Arby's securitization of United States and Canadian
royalties and fees. The role played by the executive officers in completing
these transactions and the value created thereby had a significant impact on
the assessment of the annual incentive compensation for such executive
officers. The Compensation Committee considered a variety of other factors,
in
14
addition to these accomplishments, in making its compensation decisions,
however no specific weighting was assigned to any one of those factors over
others in determining bonuses paid to the executive officers with respect to
fiscal 2000.
Long-Term Incentive Compensation. The Company provides executive
officers and key employees of its principal business units with incentives
linked to longer-term business unit and corporate performance through the
Deferral Plan and the 1998 Plan, which provides for the grant of options to
purchase shares of Company Stock and restricted stock of the Company. The
Subcommittee believes equity ownership among executives aligns management's
interests with those of stockholders and provides long-term incentives for
the Company's officers.
Grant of Equity-Based Incentives for Fiscal 2000. The Subcommittee
approved stock option grants under the 1998 Plan in respect of fiscal 2000
performance to selected corporate and business unit managers because of the
services performed by these individuals on behalf of the Company and the
Triarc Restaurant Group and the Subcommittee's determination that it was in
the best interest of stockholders to provide significant equity incentives
to the Company's management team. Accordingly, in December 2000, the
Subcommittee approved stock option grants under the 1998 Plan to selected
officers and certain key employees. The option grants to the Named Officers
under the 1998 Plan are included in the Summary Compensation Table below.
Such awards were made after a review of the exercise prices, numbers and
dates of their previous option awards and the option awards made to other
executive officers as well as the total cash compensation paid to such
executive officers.
CEO and COO Compensation Arrangements. The Company is a party to employment
agreements effective as of May 1, 1999 with Nelson Peltz, the Company's Chairman
and Chief Executive Officer, and Peter W. May, the Company's President and Chief
Operating Officer. The agreements are described in 'Certain Employment
Arrangements with Executive Officers.' Pursuant to such agreements, in addition
to receiving their base salaries, Messrs. Peltz and May are entitled to
participate in the 1999 Plan. Pursuant to the 1999 Plan, Mr. Peltz and Mr. May
were awarded approximately $4.0 million and $1.5 million, respectively, in
respect of fiscal 2000 based on the earnings related criteria and the attainment
of the performance goals described above. In addition, the Compensation
Committee reviewed the fiscal 2000 performance of Messrs. Peltz and May and
granted special deferred compensation awards of $15.0 million to Mr. Peltz and
$7.5 million to Mr. May to reward their role and performance in connection with
the achievement of the significant strategic and financial accomplishments of
the Company in 2000, including the value realized through the completion of the
sale of the Snapple Beverage Group for $896 million in cash (subject to
post-closing adjustment) plus the assumption of $425 million of debt and the
innovative $290 million Arby's securitization described above. To incentivize
their future performance, the Compensation Committee determined to defer payment
of these special awards in accordance with the terms of the Deferral Plan
described below.
Messrs. Peltz and May also received grants of options under the 1998 Plan
(which are set forth in the Summary Compensation Table). The factors considered
in determining the size of the stock option grants to Messrs. Peltz and May were
the stock option guidelines established for all participants in the 1998 Plan
(see 'Grant of Equity-Based Incentives for Fiscal 2000' above), as well as
Messrs. Peltz's and May's respective performance and contributions to the
Company.
Other Executive Compensation. In addition, the Company provides executive
officers with benefits and perquisites such as a 401(k) plan, health and life
insurance benefits and, in certain cases, tax and financial planning advice,
automobile allowances and other transportation related benefits. Overall, the
15
Compensation Committee believes the provided levels of benefits and perquisites
are necessary and competitive and, in combination with the previously mentioned
compensation elements, facilitate the Company's ability to secure the needed
executive talents.
Section 162(m) Considerations. The Company's general policy is to award
compensation to individuals pursuant to plans that satisfy the requirements of
Section 162(m) of the Code. Nevertheless, each of the Compensation Committee and
Subcommittee believes it is important to maintain the flexibility to authorize
compensation that does not satisfy the requirements of Section 162(m). Further,
because of ambiguities and uncertainties as to the application and
interpretation of Section 162(m), no assurance can be given, notwithstanding the
Company's efforts, that compensation intended by the Company to satisfy the
requirements for deductibility under Section 162(m) does in fact do so.
The Compensation Committee The Performance Compensation Subcommittee
David E. Schwab II, Chairman David E. Schwab II, Chairman
Clive Chajet Clive Chajet
Joseph A. Levato Jeffrey S. Silverman
Jeffrey S. Silverman
INTRODUCTION TO SUMMARY COMPENSATION TABLE
The Summary Compensation Table sets forth salary of, cash bonus awards,
deferred compensation awards as well as non-cash awards granted under the 1993
Equity Participation Plan (the '1993 Plan'), the 1998 Equity Participation Plan
(the '1998 Plan'), the 1999 Executive Bonus Plan and the Snapple Beverage Group,
Inc. 1997 Stock Option Plan (the 'SBG Option Plan') with respect to the fiscal
year ended January 3, 1999, the fiscal year ended January 2, 2000, and the
fiscal year ended December 31, 2000 to Triarc's Chairman and Chief Executive
Officer, President and Chief Operating Officer and the other executive officers
of Triarc who constituted Triarc's most highly compensated executive officers
during fiscal 2000 (the 'Named Officers').
Messrs. Peltz and May serve as directors and officers of Triarc and several
of its subsidiaries, and Messrs. Barnes, Kogan and Schorr serve as officers of
Triarc and officers and directors of many of its subsidiaries. All compensation
set forth in the Summary Compensation Table for Messrs. Peltz, May, Barnes,
Kogan and Schorr (other than the options granted in 1998 under the SBG Option
Plan) was paid by Triarc and represents amounts paid for services rendered to
Triarc and its subsidiaries. All non-cash awards granted to any Named Officer
were made by Triarc except for options granted in 1998 under the SBG Option Plan
and payments made with respect to those options. Additional information with
respect to the compensation arrangements for the Chairman and Chief Executive
Officer and the other Named Officers is set forth below under 'Certain
Employment Arrangements with Executive Officers.' No restricted stock awards
were made to any of the Named Officers during fiscal 1998, fiscal 1999, or
fiscal 2000.
16
SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION
---------------------------------------------------
OTHER ANNUAL
NAME AND PRINCIPAL POSITION PERIOD SALARY($) BONUS($) COMPENSATION($)
--------------------------- ------ --------- -------- ---------------
Nelson Peltz ................. 2000 1,400,000 4,016,000(2) 350,000(6)
Chairman and Chief Executive 1999 933,333 5,554,350(4) 300,034(6)
Officer of Triarc 1998 1 -- 329,067(6)
Peter W. May ................. 2000 977,794 1,508,000(2) 106,000(7)
President and Chief Operating 1999 800,000 2,664,650(4) 148,285(7)
Officer of Triarc 1998 1 -- 134,173(7)
John L. Barnes, Jr. .......... 2000 448,526 1,025,000(4) (8)
Executive Vice President and 1999 300,000 800,000(5) (8)
Chief Financial Officer of 1998 300,000 585,000(5) (8)
Triarc
Eric D. Kogan ................ 2000 448,526 1,025,000(4) (8)
Executive Vice President -- 1999 300,000 800,000(5) (8)
Corporate Development of 1998 285,583 595,417(5) (8)
Triarc
Brian L. Schorr .............. 2000 450,417 1,025,000(4) (8)
Executive Vice President and 1999 312,500 800,000(5) (8)
General Counsel of Triarc 1998 312,500 585,000(5) (8)
LONG TERM COMPENSATION
-------------------------------------------------
AWARDS PAYOUTS
------------------ ----------
SECURITIES
UNDERLYING LTIP ALL OTHER
NAME AND PRINCIPAL POSITION OPTIONS/SARS(#)(1) PAYOUTS($) COMPENSATION($)
--------------------------- ------------------ ---------- ---------------
Nelson Peltz ................. 300,000 -- 15,010,200(3)
Chairman and Chief Executive 226,000(9) -- 8,800(12)
Officer of Triarc 26,000(10) -- --
Peter W. May ................. 150,000 -- 7,510,200(3)
President and Chief Operating 113,000(9) -- 8,800(11)
Officer of Triarc 13,000(10) -- --
John L. Barnes, Jr. .......... 30,000 -- 10,200(11)
Executive Vice President and 56,600(9) -- 8,800(11)
Chief Financial Officer of 50,000 -- 7,200(11)
Triarc 6,600(10)
Eric D. Kogan ................ 30,000 -- 10,200(11)
Executive Vice President -- 56,600(9) -- 8,800(11)
Corporate Development of 50,000 -- 7,200(11)
Triarc 6,600(10)
Brian L. Schorr .............. 30,000 -- 13,574(12)
Executive Vice President and 56,600(9) -- 12,787(12)
General Counsel of Triarc 50,000 -- 11,187(12)
6,600(10)
---------
(1) Except as otherwise noted, all stock option grants were made pursuant to
the 1993 Plan or 1998 Plan. The option grants under the 1998 Plan with
respect to fiscal 1998 were made on March 15, 1999.
(2) Does not include special deferred compensation awarded to Messrs. Peltz and
May included under 'All Other Compensation.'
(3) Includes special deferred compensation of $15.0 million for Mr. Peltz and
$7.5 million for Mr. May that was awarded in connection with the completion
of certain transactions, payment of which was deferred until January 2004
pursuant to the Deferral Plan for Senior Executive Officers of Triarc
Companies, Inc. described below. These amounts may be paid prior to January
2004 under certain circumstances. See 'Deferral Plan for Senior Executive
Officers of Triarc Companies, Inc.' below. Also includes $10,200 for each
of Mr. Peltz and Mr. May representing amounts contributed to a 401(k) plan
by Triarc on their behalf.
(4) Includes special bonuses paid in connection with the completion of certain
transactions and payments made pursuant to the 1999 Executive Bonus Plan.
(5) Includes special bonuses paid in connection with the completion of certain
transactions.
(6) Includes imputed income of $268,767, $227,801 and $266,837 arising out of
the use of corporate aircraft in fiscal 2000, fiscal 1999 and fiscal 1998,
respectively.
(7) Includes imputed income of $33,225, $94,791 and $77,138 arising out of the
use of corporate aircraft in fiscal 2000, 1999 and 1998, respectively, fees
of $40,000 paid by Triarc on behalf of Mr. May for tax and financial
planning services in each of fiscal 2000, fiscal 1999 and fiscal 1998 and
$32,806 for other transportation related benefits for Mr. May in fiscal
2000.
(footnotes continued on next page)
17
(footnotes continued from previous page)
(8) Perquisites and other personal benefits did not exceed the lesser of either
$50,000 or 10% of the total annual salary and bonus reported under the
headings of 'Salary' and 'Bonus.'
(9) Includes 26,000, 13,000, 6,600, 6,600 and 6,600 options granted in 1998
under the SBG Option Plan to Messrs. Peltz, May, Barnes, Kogan and Schorr,
respectively, the exercise prices of which were equitably adjusted in 1999.
(See footnote 1 to 'Aggregated Option Exercises in Last Fiscal Year and
Fiscal Year-End Option Values' below.)
(10) Represents grants of options made pursuant to the SBG Option Plan which
were equitably adjusted in 1999. See footnote (9) above.
(11) Represents amounts contributed to a 401(k) plan by Triarc on behalf of the
Named Officer.
(12) Includes $10,200, $8,800 and $7,200 contributed to a 401(k) plan by Triarc
on behalf of Mr. Schorr in fiscal 2000, 1999 and 1998, respectively, and
$3,374, $3,987 and $3,987 of other compensation paid by Triarc in an amount
equal to premiums for life insurance in fiscal 2000, fiscal 1999 and fiscal
1998, respectively.
CERTAIN EMPLOYMENT ARRANGEMENTS WITH EXECUTIVE OFFICERS
Nelson Peltz and Peter W. May. Employment agreements were entered into by
the Company and Messrs. Peltz and May, effective as of May 1, 1999. The
agreements, which currently extend through April 30, 2006, provide for a five
year term, unless otherwise terminated as provided therein, with automatic
annual one year renewals unless either the Company or the executive gives
written notice not later than 180 days preceding the date of any such extension
that such party does not wish to extend the term. The agreements provide for
annual base salaries of $1,400,000 per year for Mr. Peltz and $1,200,000 per
year for Mr. May, subject to increase but not decrease from time to time. In
addition, the executives will receive an annual bonus for each fiscal year at
least equal to the Formula Bonus Award actually earned under the stockholder
approved 1999 Executive Bonus Plan; provided that the Board of Directors
(including the Performance Committee of the Board of Directors) may award
Performance Goal Bonus Awards under the stockholder approved 1999 Executive
Bonus Plan and additional bonuses in its discretion. In the event employment is
terminated by the Company without 'cause,' or by the executive for 'good reason'
(as each such term is defined in the agreements), or at the executive's option
following a 'change of control,' the agreements provide that each executive will
be entitled to receive within ten days of termination, among other things, an
amount equal to the sum of: (i) the executive's then current base salary through
the date of termination, any bonus amounts payable, and accrued vacation pay;
(ii) the executive's then current base salary through the remainder of the
employment term; (iii) five times the highest bonus as calculated under the
agreements; and (iv) five times the sum of Company contributions paid or accrued
on the executive's behalf to any defined contribution retirement plans during
the year preceding termination. In addition, the executives will be entitled to
receive a pro rata bonus for the year in which the termination occurs. 'Change
of control' would generally include the following events: (i) a majority of the
Company's directors being replaced; (ii) any 'person,' as defined in the
Exchange Act, acquires 50% or more of the combined voting power of the Company's
voting securities; (iii) a sale of all or substantially all of the assets of the
Company; (iv) a merger or similar transaction that requires stockholder
approval, unless the Company's stockholders continue to own 50% or more of the
combined voting power of the resulting entity's voting securities; (v) the
Company's stockholders approve a plan of complete liquidation or dissolution of
the
18
Company; or (vi) such other events as may be designated by the Board of
Directors. Under the agreements, in the event that any benefit paid to Messrs.
Peltz and May becomes subject to excise tax imposed under Section 4999 of the
Internal Revenue Code, the Company will indemnify Messrs. Peltz and May so that
after payment of such excise taxes, Messrs. Peltz and May will be in the same
after-tax position as if no excise tax had been imposed. The agreements also
provide that in the event that employment is terminated without 'cause' by the
Company, by Messrs. Peltz or May for 'good reason,' or under other specified
circumstances (including a change of control), all non-vested stock options and
other non-vested stock or stock-based awards then owned by the executives will,
subject to certain limitations, vest immediately and (i) subject to certain
limitations, all of such awards granted on or after February 24, 2000 and
(ii) all of the Company stock options granted before February 24, 2000 with an
exercise price greater than $17.6875 per share (the closing price of the
Company's common stock on such date), will remain exercisable until the earlier
of one year following termination or the award's stated expiration date.
John L. Barnes, Jr., Eric D. Kogan and Brian L. Schorr. Each of Messrs.
Barnes, Kogan and Schorr, the Company's Executive Vice President and Chief
Financial Officer, Executive Vice President -- Corporate Development and
Executive Vice President and General Counsel, respectively, are parties to
employment agreements with the Company entered into effective as of February 24,
2000. The agreements provide for a three year term, unless otherwise terminated
as provided therein, with automatic annual one year renewals unless either the
Company or the employee gives written notice not later than 180 days preceding
the date of any such extension that such party does not wish to extend the term.
The agreements provide for annual base salaries of $475,000 per year, subject to
increase but not decrease from time to time. In addition, the executives are
eligible to receive bonuses during each of the Company's fiscal years from time
to time as appropriate, in the sole discretion of the Company, and to
participate in the 1999 Executive Bonus Plan. In the event employment is
terminated by the Company without 'cause,' or by an executive for certain
specified reasons (including following a 'change of control' or for 'good
reason'), the agreements provide that each executive will be entitled to receive
within ten days of termination, among other things, an amount equal to the sum
of: (i) the executive's then current base salary through the date of
termination, any bonus amounts payable, accrued vacation pay, and two and
one-half times the sum of Company contributions paid or accrued on the
executive's behalf to any defined contribution retirement plans during the year
preceding termination; (ii) the executive's then current salary through the
remainder of the employment term (but in no event for more than two and one-half
years); and (iii) two and one-half times the highest bonus, as calculated under
the agreements. In addition, the executives will be entitled to receive a pro
rata bonus for the year in which the termination occurs. Under the agreements,
in the event that any benefit paid to Messrs. Barnes, Kogan or Schorr becomes
subject to excise tax imposed under Section 4999 of the Internal Revenue Code,
the Company will indemnify Messrs. Barnes, Kogan and Schorr so that after
payment of such excise taxes, Messrs. Barnes, Kogan and Schorr will be in the
same after-tax position as if no excise tax had been imposed. The agreements
also provide that in the event that employment is terminated without 'cause' by
the Company, or by Messrs. Barnes, Kogan or Schorr for certain specified reasons
(including following a 'change of control' or for 'good reason'), all non-vested
stock options and other non-vested stock or stock-based awards of the Company or
any subsidiary then owned by the executives will, subject to certain
limitations, vest immediately and (i) all of such awards granted on or after
February 24, 2000 and (ii) all of the Company stock options granted before
February 24, 2000 with an exercise price greater than $17.6875 per share (the
closing price of the
19
Company's common stock on such date), will remain exercisable until the earlier
of one year following termination or the award's stated expiration date.
1999 EXECUTIVE BONUS PLAN
The Company's 1999 Executive Bonus Plan is designed to provide incentive
compensation for designated executive officers and key employees of the Company
and its subsidiaries that is directly related to the financial performance of
the Company. The plan was approved by the Company's stockholders on September
23, 1999. The 1999 Executive Bonus Plan, which is effective as of May 3, 1999,
provides for two types of bonuses to be awarded to designated participants:
'Formula Bonus Awards' and 'Performance Goal Bonus Awards'. Formula Bonus Awards
are based solely on the Company's operating performance using certain
predetermined factors outlined in the plan. Performance Goal Bonus Awards are
based on the Company achieving certain performance goals which are established
annually by the Performance Committee, based on specific categories of criteria
set forth in the 1999 Executive Bonus Plan. Such criteria include the successful
completion of acquisitions, dispositions, recapitalizations, financings and
refinancings, return on the Company's investment portfolio and other market and
operating performance measures, including, among other things, earnings per
share, market share, margins, productivity improvement and stock price. The
Performance Committee establishes the performance goals as to each participant
for each plan year and, if more than one performance goal is established, the
weighting of the performance goals. Messrs. Peltz and May are eligible to
receive Formula Bonus Awards and each of Messrs. Peltz, May, Barnes, Kogan and
Schorr has been designated by the Performance Committee as being eligible to
receive a Performance Goal Bonus Award under the 1999 Executive Bonus Plan for
plan year 2001. Performance Goal Bonus Awards may not exceed $5,000,000 to any
single participant for any plan year. The Performance Committee may, in its sole
and absolute discretion, adjust or modify the calculation of the performance
goals in certain circumstances. In addition, the 1999 Executive Bonus Plan
provides that the Performance Committee may reduce or eliminate a Performance
Goal Bonus Award even if certain performance goals have been achieved if the
Performance Committee, in its sole discretion, determines to do so. The
Performance Committee may also amend, suspend, or terminate the 1999 Executive
Bonus Plan or any portion thereof at any time; provided that no such amendment
or alteration shall be made that would impair the rights of any participant
without the participant's consent. Payments of awards under the 1999 Executive
Bonus Plan are intended to be exempt from the tax deduction limitation of
Section 162(m) of the Internal Revenue Code, which generally limits deductions
for compensation paid to senior executive officers to $1.0 million per year.
DISCRETIONARY BONUSES
From time to time, the Compensation Committee of the Board may award
discretionary or special bonuses or deferred compensation based on performance
to certain executive officers. The amounts of such bonuses or deferred
compensation will be based on the Compensation Committee's evaluation of each
such individual's contribution.
DEFERRAL PLAN FOR SENIOR EXECUTIVE OFFICERS OF TRIARC COMPANIES, INC.
The Deferral Plan for Senior Executive Officers of Triarc Companies, Inc.
(the 'Deferral Plan') was approved by the Compensation Committee of the Board of
Directors effective December 14, 2000. Pursuant to the Deferral Plan, the
Company establishes one or more bookkeeping accounts to reflect
20
bonuses awarded to participants the payment of which has been deferred. These
accounts are adjusted from time to time for earnings and investment gains and
losses. Deferred bonus accounts for each participant are deemed invested in
certain approved investments selected by the participant or an investment
manager chosen by the Company and reasonably acceptable to the participant. The
Company may replicate any deferred bonus account in a trust, in which event the
value of the deferred bonus account on the books of the Company will be equal to
the value of the actual approved investments related to such account in the
trust. A participant may receive the value of a deferred bonus account, in cash
or approved investments, or any combination thereof, from the Company upon the
earliest of: (i) the first business day in January of the fourth calendar year
following the calendar year in which the related bonus was awarded to the
participant; (ii) no later than five business days following the participant's
'separation from service' (as defined in the Deferral Plan) and (iii) such time
as the payment would be deductible by the Company for Federal income tax
purposes without regard to the limitation of Section 162(m) of the Internal
Revenue Code. On or before the June 30 preceding the payment date specified in
clause (i) above, a participant may elect to defer such date for up to three
additional whole years. A participant may make such an election more than one
time. Although a participant is at all times fully vested in his or her deferred
bonus accounts, participants have the status of general unsecured creditors of
the Company with respect the Company's obligation to make payment to them under
the Deferral Plan and any assets contained in a trust formed under the Deferral
Plan are subject to claims by creditors of the Company. As of May 9, 2001,
deferred bonus accounts have been established for Messrs. Peltz and May.
1993 EQUITY PARTICIPATION PLAN
The 1993 Plan, which expired on April 24, 1998, provided for the grant of
options to purchase Class A Common Stock, stock appreciation rights ('SARs'),
restricted shares of Class A Common Stock and, to non-employee directors of
Triarc, at their option, shares of Class A Common Stock in lieu of annual
retainer fees and/or Board of Directors or committee meeting attendance fees
('Fees') that would otherwise be payable in cash. Directors, selected officers
and key employees of, and key consultants to, Triarc and its subsidiaries were
eligible to participate in the 1993 Plan. A maximum of 10,000,000 shares of
Class A Common Stock (subject to certain adjustments) were authorized to be
delivered by the Company pursuant to options, SARs and restricted shares granted
under the 1993 Plan. As of May 9, 2001, options to acquire a total of 5,599,169
shares of Class A Common Stock were outstanding under the 1993 Plan. The plan is
administered by the Performance Committee.
1998 EQUITY PARTICIPATION PLAN
The 1998 Plan was approved by the Board of Directors on March 10, 1998 and
was approved by the Company's stockholders on May 6, 1998. The 1998 Plan
replaced the 1993 Plan which expired on April 24, 1998. The 1998 Plan provides
for the granting of stock options, SARs and restricted stock to officers and key
employees of, and consultants to, Triarc and its subsidiaries and affiliates.
The 1998 Plan provides for automatic awards of options to non-employee directors
of Triarc and permits non-employee directors to elect to receive all or a
portion of their Fees in shares of Class A Common Stock. Subject to certain
antidilution adjustments, a maximum of 5,000,000 aggregate shares of Class A
Common Stock may be granted on the exercise of options or SARs or upon a
director's election to receive Fees in Triarc shares pursuant to the 1998 Plan.
In addition, the maximum number of shares of Class A Common Stock that may be
granted to any individual in a calendar year is 1,000,000 shares. As
21
of May 9, 2001, options to acquire 2,065,832 shares of Class A Common Stock were
outstanding under the 1998 Plan. The 1998 Plan is administered by the
Performance Committee. The term during which awards may be granted under the
1998 Plan will expire on April 30, 2003.
1997 EQUITY PARTICIPATION PLAN
The 1997 Equity Participation Plan (the '1997 Plan') was approved by the
Executive Committee of the Board of Directors on December 11, 1997 and provides
for the granting of stock options to purchase shares of Class A Common Stock.
Participants in the 1997 Plan are limited to selected key employees and
consultants of Triarc, its subsidiaries and affiliates who are important to the
success and growth of the Company, its subsidiaries and affiliates, but who are
not 'directors,' 'executive officers' or 'officers' of Triarc. A total of
500,000 shares of Class A Common Stock are reserved for issuance under the 1997
Plan. As of May 9, 2001, options to acquire 352,250 shares of Class A Common
Stock were outstanding under the 1997 Plan. The 1997 Plan is administered by the
Compensation Committee. The term during which options may be granted under the
1997 Plan expires on December 11, 2002.
SNAPPLE BEVERAGE GROUP, INC. 1997 STOCK OPTION PLAN
The SBG Option Plan was adopted in August 1997 and amended in May 1999, and
provided for the grant of options to acquire common stock of Snapple Beverage
Group, Inc. ('SBG') which, prior to its sale in October 2000, was a 99.9% owned
subsidiary of the Company. Key employees, officers, directors and consultants of
SBG and its subsidiaries and affiliates, and of Triarc and its other
subsidiaries and affiliates, were eligible to participate in the SBG Option
Plan. All of the 149,284 outstanding options remained the responsibility of SBG
following the completion of the sale of the Snapple Beverage Group to Cadbury
Schweppes plc. The Company has been advised that all of such options were either
exercised subsequent to the sale of the Snapple Beverage Group or, in the case
of certain employees of SBG, exchanged for the right to receive shares of
Cadbury Schweppes plc. The SBG Option Plan was administered by the Performance
Committee.
OPTIONS GRANTED IN FISCAL 2000
The following table sets forth certain information with respect to options
to purchase shares of Class A Common Stock granted to the Named Officers in the
fiscal year ended December 31, 2000. No SARs were granted to any of the Named
Officers.
OPTION GRANTS IN LAST FISCAL YEAR
GRANT DATE
INDIVIDUAL GRANTS VALUE
----------------------------------------------- ----------
NUMBER OF % OF TOTAL
SECURITIES OPTIONS EXERCISE
UNDERLYING GRANTED TO OR BASE GRANT DATE
OPTIONS/SARS EMPLOYEES IN PRICE EXPIRATION PRESENT
NAME GRANTED(#)(1) FISCAL YEAR(2) ($ PER SHARE) DATE VALUE(3)
----------------------------------------------------- ------- ----- -------- -------- ----------
Nelson Peltz......................................... 300,000 29.00% $25.4375 12/14/10 $2,778,000
Peter W. May......................................... 150,000 15.00% $25.4375 12/14/10 $1,389,000
John L. Barnes, Jr. ................................. 30,000 3.00% $25.4375 12/14/10 $ 277,800
Eric D. Kogan........................................ 30,000 3.00% $25.4375 12/14/10 $ 277,800
Brian L. Schorr...................................... 30,000 3.00% $25.4375 12/14/10 $ 277,800
(footnotes on next page)
22
(footnotes from previous page)
(1) All options granted to Named Officers during fiscal 2000 were granted under
the 1998 Plan. One third of the options granted under the 1998 Plan will
vest on each of the first, second and third anniversaries of the date of
grant and the options will be exercisable at any time between the date of
vesting and the tenth anniversary of the date of grant. The option
agreements evidencing options to purchase shares of Class A Common Stock
awarded to directors of Triarc, the Chairman and Chief Executive Officer,
the President and Chief Operating Officer, and all officers of Triarc at the
level of Senior Vice President or above provide that the options may be
transferred by the optionee pursuant to a domestic relations order or to
certain permitted transferees.
(2) The percentages are based on the aggregate number of options granted in
fiscal 2000 to purchase Class A Common Stock.
(3) These values were calculated using a Black-Scholes option pricing model. The
actual value, if any, that an executive may realize will depend on the
excess, if any, of the stock price over the exercise price on the date the
options are exercised, and no assurance exists that the value realized by an
executive will be at or near the value estimated by the Black-Scholes model.
The following assumptions were used to calculate the present value of the
option grants with respect to Class A Common Stock:
(a) assumed option term of seven years;
(b) stock price volatility factor of .2006;
(c) annual discount rate of 5.19%; and
(d) no dividend payment.
These estimated option values, including the underlying assumptions used in
calculating them, constitute 'forward-looking statements' within the meaning
of the Private Securities Litigation Reform Act of 1995 (the 'Reform Act')
and involve risks, uncertainties and other factors which may cause the actual
value of the options to be materially different from those expressed or
implied herein. For those statements, Triarc claims the protection of the
safe-harbor for forward-looking statements contained in the Reform Act.
OPTION VALUES AT END OF FISCAL 2000
The following table sets forth certain information concerning each exercise
of options by the Named Officers during fiscal 2000, as well as the value as of
December 31, 2000 of unexercised in-the-money options to purchase shares of
Class A Common Stock granted to the Named Officers and outstanding as of the end
of fiscal 2000.
23
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES
NUMBER OF
SECURITIES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS OPTIONS
AT FISCAL AT FISCAL
SHARES YEAR-END YEAR-END
ACQUIRED 2000(#) 2000($)(2)
ON VALUE EXERCISABLE/ EXERCISABLE/
NAME EXERCISE REALIZED($)(1) UNEXERCISABLE UNEXERCISABLE
---- -------- -------------- ------------- -------------
Nelson Peltz
Triarc Options(3)........................ -0- -0- 1,456,667/2,533,333 11,975,711/9,529,165
SBG Options.............................. 26,000 21,300,200 0/0 0/0
Peter W. May
Triarc Options(3)........................ -0- -0- 968,333/1,616,667 8,009,165/6,208,336
SBG Options.............................. 13,000 10,650,100 0/0 0/0
John L. Barnes, Jr.
Triarc Options........................... 210,000 2,543,950 83,334/ 96,666 278,130/ 462,495
SBG Options.............................. 6,600 5,406,974 0/0 0/0
Eric D. Kogan
Triarc Options........................... 262,334 2,774,255 50,000/ 96,666 46,875/ 462,495
SBG Options.............................. 6,600 5,406,974 0/0 0/0
Brian L. Schorr
Triarc Options........................... 278,334 3,124,268 50,000/ 96,666 46,875/ 462,495
SBG Options.............................. 6,600 5,406,974 0/0 0/0
---------
(1) 'Value Realized' for the Triarc Options exercised is the difference between
the exercise price and the market price on the exercise date, multiplied by
the number of options exercised. The SBG Options remained the responsibility
of SBG following its sale to Cadbury Schweppes plc. The Company has been
advised that all of such options were exercised subsequent to the sale of
SBG. Accordingly, 'Value Realized' for the SBG options represents the net
proceeds received by these executives from SBG.
(2) On December 29, 2000 (the last trading day during fiscal 2000), the closing
price of Class A Common Stock on the New York Stock Exchange was $24.25 per
share.
(3) The information contained in this chart includes 465,000 unexercisable
options (having a value of $1,918,125 at December 29, 2000) that were
surrendered by Mr. Peltz in March 2001 and 310,000 unexercisable options
(having a value of $1,278,750 at December 29, 2000) that were surrendered by
Mr. May in March 2001. (See 'Certain Relationships and Related
Transactions,' below.)
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Mr. Levato was appointed to the Compensation Committee of the Board of
Directors in July 1997. Mr. Levato has been a director of the Company since July
1996 and retired as Executive Vice President and Chief Financial Officer of the
Company in August 1996. Mr. Levato is not a member of the Performance Committee.
24
AUDIT COMMITTEE REPORT*
In accordance with its written charter, the Audit Committee assists the
Board in oversight of the quality and integrity of the accounting, auditing, and
financial reporting practices of the Company. The Audit Committee consists of
four independent members (as independence is defined by the rules of the New
York Stock Exchange). A copy of the Audit Committee charter, as currently in
effect, is attached to the Company's proxy statement as Annex A.
In performing its oversight function, the Audit Committee reviewed and
discussed the audited consolidated financial statements of the Company as of and
for the fiscal year ended December 31, 2000 with management and Deloitte &
Touche, LLP, the Company's independent auditors. The Audit Committee also
discussed with Deloitte & Touche all matters required to be discussed by
Statement on Auditing Standards No. 61, 'Communication with Audit Committees,'
as amended, and, with and without management present, discussed and reviewed the
results of Deloitte & Touche's examination of the Company's financial
statements.
The Audit Committee received from Deloitte & Touche a written statement
regarding all relationships between Deloitte & Touche and the Company that might
bear on the Deloitte & Touche's independence consistent with Independence
Standards Board Standard No. 1, 'Independence Discussions with Audit
Committees,' as amended. The Audit Committee discussed with Deloitte & Touche
any relationships that may have an impact on their objectivity and independence
and satisfied itself as to Deloitte & Touche's independence. The Audit Committee
also considered whether the provision of services by Deloitte & Touche to the
Company not related to the audit of the financial statements referred to above
and to the reviews of the interim financial statements included in the Company's
Forms 10-Q is compatible with maintaining Deloitte & Touche's independence.
Based on the above-mentioned review and discussions with management and
Deloitte & Touche, the Audit Committee recommended to the Board of Directors
that the Company's audited consolidated financial statements be included in the
Company's Annual Report on Form 10-K for the fiscal year ended December 31,
2000.
The Audit Committee:
Raymond S. Troubh (Chairman)
Joseph A. Levato
David E. Schwab II
Jeffrey S. Silverman
---------
* This Audit Committee Report does not constitute soliciting material and should
not be deemed filed or incorporated by reference into any Company filing under
the Securities Act of 1933, as amended, or the Securities Exchange Act of
1934, as amended, except to the extent the Company specifically incorporates
this Audit Committee Report by reference into such other filing.
25
STOCK PRICE PERFORMANCE GRAPH(*)
TRIARC COMPANIES, INC.
COMPARISON OF 5-YEAR CUMULATIVE TOTAL RETURN:
TRIARC VS. S&P 500 INDEX AND S&P SMALL CAP 600 INDEX
The following graph compares the cumulative five year total return of
Triarc's Class A Common Stock with the S&P 500 Index and the S&P Small Cap 600
Index (the 'Peer Group'). The Peer Group has been selected because the Company
does not believe it can reasonably identify a peer group comprised of
publicly-traded companies focused, during the applicable period, on
non-alcoholic beverages and restaurants that are comparable to the Company in
terms of revenues or product mix. Accordingly, the Company has chosen the Peer
Group on the basis of comparing the Company's performance to that of the
companies with similar market capitalizations comprising the S&P Small Cap 600
Index. The stockholders' returns set forth below assume an initial investment of
$100 and that all dividends have been reinvested.
[PERFORMANCE GRAPH]
TRIARC COS S&P 500 S&P SMALL CAP 600
INC-CLA INDEX INDEX
Dec 95 100 100 100
Dec 96 104.55 122.96 121.32
Dec 97 247.73 163.98 152.36
Jan 99 144.32 210.85 150.37
Jan 00 167.05 255.21 169.02
Dec 00 220.45 231.98 188.96
---------
(*) The stock price performance graph does not constitute soliciting material
and should not be deemed filed or incorporated by reference into any Company
filing under the Securities Act of 1933, as amended, or the Securities Exchange
Act of 1934, as amended, except to the extent the Company specifically
incorporates the stock price performance graph by reference into such other
filing.
26
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company currently beneficially owns approximately 9.9% of MCM Capital
Group, Inc. ('MCM'). MCM is a financial services company specializing in the
recovery, restructuring, resale and securitization of charged-off, delinquent
and non-performing receivable portfolios acquired at deep discounts. On
January 12, 2000 the Company entered into an agreement (the 'Note Guaranty') to
guarantee $10,000,000 principal amount of senior notes maturing 2007 (the 'MCM
Notes') issued by MCM to a major financial institution in consideration for a
fee of $200,000 and warrants to purchase 100,000 shares of MCM common stock at
$.01 per share with an estimated fair value on the date of grant of $305,000. At
April 30, 2001, the $10,000,000 guaranteed amount has been reduced to $6,698,000
and will be further reduced by (i) any repayments of the MCM Notes, (ii) any
purchases of the MCM Notes by the Company and (iii) the amount of certain
investment banking or financial advisory services fees paid to the financial
institution or its affiliates or, under certain circumstances, other financial
institutions by the Company, MCM or another significant stockholder of MCM or
any of their affiliates. Certain officers of the Company, including entities
controlled by them, collectively own approximately 17.4% of MCM as of April 1,
2001. These officers are not parties to the Note Guaranty and could indirectly
benefit therefrom. In addition to the Note Guaranty, the Company and certain
other stockholders of MCM, including the officers of the Company referred to
above, on a joint and several basis, have entered into guaranties (the 'Bank
Guaranties') and certain related agreements to guarantee an aggregate of
$15,000,000 of revolving credit borrowings of a subsidiary of MCM, of which the
Company would be responsible for approximately $1,800,000, assuming the full
$15,000,000 was borrowed and all of the parties other than the Company to the
Bank Guaranties and the related agreements fully perform thereunder. The Company
has $15,200,000 of highly liquid United States government debt securities in a
custodian account at the financial institution which, under the Bank Guaranties,
is subject to set off under certain circumstances if the parties to the Bank
Guaranties and related obligations fail to perform their obligations thereunder.
On October 31, 2000 the Company, the Company officers who invested in MCM
and certain other stockholders of MCM, through a newly formed limited liability
company, CTW Funding, LLC ('CTW'), entered into an agreement to make available
to MCM a $2,000,000 revolving credit facility (the 'MCM Revolver') to be used
through December 31, 2000 to meet working capital requirements. The Company owns
an 8.7% interest in CTW and should any borrowings under the MCM Revolver occur
all members of CTW are required to fund such borrowings in accordance with their
percentage ownership interests. In return CTW received warrants to purchase
50,000 shares of MCM common stock at $.01 per share with an estimated fair value
on the date of grant of $24,000. Any borrowings under the MCM Revolver bear
interest at 12% and were due on December 31, 2000. Subsequent to December 31,
2000 the MCM Revolver was renewed twice, each time for one quarter, so that it
now extends through June 30, 2001. In consideration for such extensions, CTW
received, in the aggregate, warrants to purchase an additional 100,000 shares of
MCM common stock at $.01 per share. The MCM Revolver may be renewed quarterly
thereafter through December 31, 2001 by MCM in which event CTW will receive for
each quarterly extension warrants to purchase an additional 50,000 shares of MCM
common stock at $.01 per share. Through April 30, 2001 there were no borrowings
under the MCM Revolver.
As part of its overall retention efforts, the Company provides certain of
its officers and employees with the opportunity to co-invest in some of the
investment opportunities available to the Company. In connection therewith, the
Company advanced a portion of the funds for the purchases by certain of its
officers and employees in two co-investments, EBT Holding Company, LLC ('EBT')
and 280 KPE
27
Holdings, LLC ('280 KPE'). In connection with these two investments, the Company
received notes due the Company aggregating $1,946,000 ($1,928,000 outstanding as
of April 30, 2001), of which one-half of the principal of these notes, or
$964,000 (as of April 30, 2001), is non-recourse. The notes bear interest at the
prime rate adjusted annually. Notes were issued to the Company by Messrs. Peltz,
May, Barnes, Kogan, Schorr and Posner in the aggregate principal amounts of
$700,000, $350,000, $255,667, $255,667, $93,333 and $103,333, respectively, in
connection with these investments.
On January 19, 2000 the Company acquired 280 Holdings, LLC ('280 Holdings')
for $27,210,000 consisting of cash of $9,210,000 and the assumption of an
$18,000,000 secured promissory note with a third-party commercial lender payable
over seven years. 280 Holdings was a subsidiary of Triangle Aircraft Services
Corporation ('TASCO'), a company owned by the Chairman and Chief Executive
Officer and President and Chief Operating Officer of the Company (the
'Executives'), that at the time of such sale was the owner and lessor to the
Company of an airplane that had previously been leased from TASCO. The purchase
price was based on independent appraisals and was approved by the Audit
Committee and the Board of Directors. Prior thereto the Company leased the
airplane and a helicopter from TASCO or subsidiaries of TASCO under a dry lease
for a base annual rent, adjusted to $3,310,000 as of December 29, 1997, plus
annual cost of living (the 'COLA') adjustments. Pursuant to this dry lease, the
Company also paid the operating expenses, including repairs and maintenance, of
the aircraft directly to third parties. As of January 19, 2000 the annual rent
had increased to $3,447,000, of which $3,078,000 was deemed to represent rent
for the airplane and $369,000 was deemed to represent rent for the helicopter.
The Company continues to lease the helicopter from a subsidiary of TASCO for the
annual rent of $369,000 from January 19, 2000 through September 30, 2000,
increasing to $382,000 as of October 1, 2000 in connection with the COLA
adjustment, and owns the airplane through its ownership of 280 Holdings. In
addition, in 1997 the Company paid TASCO $2,500,000 for (1) an option (the
'Option') to continue the lease for five years effective September 30, 1997 and
(2) the agreement by TASCO to replace the helicopter then covered under the
lease. In connection with the acquisition TASCO paid the Company $1,200,000
representing the portion of the $1,242,000 unamortized amount of the Option as
of January 2, 2000 relating to the airplane now owned by 280 Holdings.
In December 2000, a director and certain of the Company's officers exercised
stock options previously issued under the 1993 Plan and 1998 Plan and the
Company repurchased the shares of its Class A Common Stock received by these
individuals at a price per share equal to the closing price of the Class A
Common Stock on the New York Stock Exchange on the respective exercise dates.
These repurchases were made pursuant to a previously announced $30 million stock
repurchase program, and were approved by the Audit Committee. Pursuant to such
repurchases, Mr. Levato received aggregate net consideration of $1,251,250
(after payment of the aggregate exercise price of the related options) for
110,000 shares of Class A Common Stock, Mr. Barnes received aggregate net
consideration of $2,543,950 (after payment of the aggregate exercise price of
the related options) for 210,000 shares of Class A Common Stock, Mr. Kogan
received aggregate net consideration of $2,774,255 (after payment of the
aggregate exercise price of the related options) for 262,334 shares of Class A
Common Stock, Mr. Schorr received aggregate net consideration of $3,124,268
(after payment of the aggregate exercise price of the related options) for
278,334 shares of Class A Common Stock, Mr. McCarron received aggregate net
consideration of $669,050 (after payment of the aggregate exercise price of the
related options) for 57,000 shares of Class A Common Stock, Mr. Posner received
aggregate net consideration of $262,408 (after payment of the aggregate exercise
price of the related options) for 27,666 shares of Class A Common Stock, Mr.
Rosen received aggregate net consideration of $458,619 (after payment of the
aggregate exercise price of the related options) for 41,500 shares of Class A
Common Stock, Mr.
28
Schaefer received aggregate net consideration of $363,100 (after payment of the
aggregate exercise price of the related options) for 38,500 shares of Class A
Common Stock and Ms. Tarbell received aggregate net consideration of $111,771
(after payment of the aggregate exercise price of the related options) for
15,000 shares of Class A Common Stock. In December 2000, the Company also
repurchased 5,500 shares of Class A Common Stock from Mr. Schaefer for an
aggregate consideration of $133,375.
Mr. May has an equity interest in a franchisee that owns an Arby's
restaurant in New Milford, CT. That franchisee is a party to a standard Arby's
franchise license agreement and pays to Arby's fees and royalty payments that
unaffiliated third-party franchisees pay.
In connection with the court-approved settlement of the Malekan litigation,
described in 'Item 3. Legal Proceedings' in the Company's Annual Report on Form
10-K (the 'Form 10-K'), Messrs. Peltz and May delivered a Promissory Note in the
aggregate principal amount of Five Million Dollars ($5,000,000), dated as of
April 1, 2000. The Note bears interest at the rate of 6% per annum, subject to
annual adjustments based on the prevailing LIBOR interest rate, payable
annually. One-third of the principal of the note (with interest) was due on
March 30, 2001 (and has been paid) and the remaining principal balance is
payable in two equal installments due March 31, 2002 and March 31, 2003. The
entire remaining amount of the note is due 30 days after the occurrence of a
change of control transaction. The note may be prepaid by Messrs. Peltz and May
at any time. In connection with this court-approved settlement, Messrs. Peltz
and May also surrendered an aggregate of 775,000 performance stock options that
had been awarded to them in 1994.
PROPOSAL 2.
RATIFICATION OF APPOINTMENT OF
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
INTRODUCTION
The Board of Directors has selected Deloitte & Touche LLP ('Deloitte') to be
the Company's independent certified public accountants for fiscal 2001. Deloitte
has acted as the Company's independent certified public accountants since
July 9, 1994.
Representatives of Deloitte will be present at the Meeting with the
opportunity to make a statement if they desire to do so and will be available to
respond to appropriate questions.
REQUIRED VOTE
Ratification of the appointment of the independent certified public
accountant requires the affirmative vote of a majority of the voting power
present (in person or by proxy) and entitled to vote at the Meeting. In the
event that the Company's stockholders fail to ratify the appointment of
Deloitte, the selection of the Company's independent certified public
accountants will be submitted to the Company's Board of Directors for
reconsideration.
AUDITOR FEES
The following is a description of the fees billed to the Company by Deloitte
during the fiscal year ended December 31, 2000:
Audit Fees: Audit fees paid by the Company to Deloitte in connection with
Deloitte's review and audit of the Company's annual financial statements for the
fiscal year ended December 31, 2000 and Deloitte's review of the Company's
interim financial statements included in the Company's Quarterly Reports on Form
10-Q during the fiscal year ended December 31, 2000 totaled approximately
$910,000.
29
Financial Information Systems Design and Implementation Fees: The Company
did not engage Deloitte to provide advice to the Company regarding financial
information systems design and implementation during the fiscal year ended
December 31, 2000.
All Other Fees: Fees billed to the Company by Deloitte for all other
non-audit services rendered to the Company during the fiscal year ended
December 31, 2000 totaled approximately $1,653,000, including approximately
$1,127,000 for audit related services, $260,000 for tax related services and
$266,000 for other services.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE RATIFICATION OF APPOINTMENT
OF DELOITTE & TOUCHE LLP AS THE COMPANY'S INDEPENDENT CERTIFIED PUBLIC
ACCOUNTANTS.
OTHER MATTERS
EXPENSES OF SOLICITATION
The cost of soliciting proxies will be borne by the Company. In addition to
the solicitation of proxies by use of the mails, some of the officers, directors
and regular employees of the Company and its subsidiaries, none of whom will
receive additional compensation therefor, may solicit proxies in person or by
telephone, telegraph or other means. Solicitation will also be made by employees
of Georgeson & Company, which firm will be paid a fee of $8,000, plus expenses.
As is customary, the Company will, upon request, reimburse brokerage firms,
banks, trustees, nominees and other persons for their out-of-pocket expenses in
forwarding proxy materials to their principals.
STOCKHOLDER PROPOSALS FOR THE 2002 ANNUAL MEETING
From time to time, stockholders present proposals which may be proper
subjects for inclusion in a proxy statement and for consideration at an annual
meeting. To be considered, proposals must be submitted on a timely basis. It is
currently expected that the next Annual Meeting will be held during the early
part of June 2002, with the related proxy statement being first mailed to
stockholders on or about May 1, 2002. To be considered for the 2002 Annual
Meeting of Stockholders of the Company, proposals must be received by the
Company no later than January 17, 2002, and must otherwise comply with Rule
14a-8 under the Exchange Act.
Stockholders who do not wish to follow Rule 14a-8 under the Exchange Act in
proposing a matter for action at the next annual meeting may also submit a
proposal pursuant to the procedural requirements set forth in Triarc's
Certificate of Incorporation. Any such proposals must be specified in a written
notice given by or on behalf of a stockholder of record on the record date for
such meeting entitled to vote thereat or a duly authorized proxy for such
stockholder, in accordance with all of the following requirements. Such notice
must be delivered personally to, or mailed to and received at, the principal
executive office of the Company addressed to the attention of the Secretary, not
less than 45 days nor more than 60 days prior to the meeting; provided, however,
that in the event that less than 55 days' notice or prior public disclosure of
the date of the meeting is given or made to stockholders, notice by the
stockholder to be timely must be so received not later than the close of
business on the 10th day following the day on which such notice of the date of
the annual or special meeting was mailed or such public disclosure was made,
whichever first occurs. Such notice must set forth (i) a full description of
each such item of business proposed to be brought before the meeting and the
reasons for conducting such business at such meeting, (ii) the name and address
of the person proposing to bring such business before the meeting, (iii) the
class and number of shares held of record, held beneficially and represented by
proxy by such person as of the record date for the meeting (if such date
30
has then been made publicly available) and as of the date of such notice,
(iv) if any item of such business involves a nomination for director, all
information regarding each such nominee that would be required to be set forth
in a definitive proxy statement filed with the SEC pursuant to Section 14 of the
Exchange Act, or any successor thereto, and the written consent of each such
nominee to serve if elected, (v) any material interest of the stockholder in
such item of business and (vi) all other information that would be required to
be filed with the SEC if, with respect to the business proposed to be brought
before the meeting, the person proposing such business was a participant in a
solicitation subject to Section 14 of the Exchange Act, or any successor
thereto. The Company may require a proposed nominee for director to furnish such
other information as may be required to be set forth in a stockholder's notice
of nomination which pertains to the nominee or which may be reasonably required
to determine the eligibility of such proposed nominee to serve as a director of
the Company. At the request of the Board of Directors, any individual nominated
by the Board of Directors for election as a director shall furnish to the
Secretary of the Company that information required to be set forth in a
stockholder's notice of nomination which pertains to a nominee. The Nominating
Committee has adopted certain rules with respect to nominations for Board
membership. See 'Proposal 1. Election of Directors -- Board Meetings and Certain
Committees of the Board -- Nominating Committee' above. The Chairman of the
meeting may, if the facts warrant, determine that a nomination or stockholder
proposal was not made in accordance with the foregoing procedure, and if he
should so determine, he shall so declare to the meeting and the defective
nomination or proposal shall be disregarded. Any questions relating to
stockholder proposals should be submitted in writing to the Secretary of the
Company, at 280 Park Avenue, New York, New York 10017.
ANNUAL REPORT ON FORM 10-K
The Company will provide copies of the Form 10-K, as amended, without
charge, upon a written or oral request, by first class mail or other equally
prompt means within one business day of such request. Such copies may be
obtained by contacting the Company at 280 Park Avenue, New York, New York, Attn:
Investor Relations; Telephone: (212) 451-3000. Copies of the Form 10-K may also
be obtained from the Company's website at http://www.triarc.com.
By Order of the Board of Directors
STUART I. ROSEN
STUART I. ROSEN
Secretary
New York, New York
May 16, 2001
31
ANNEX A
CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
(AS AMENDED THROUGH APRIL 26, 2001)
I. PURPOSE
The primary function of the Audit Committee is to assist the Board of
Directors in fulfilling the Board's oversight responsibilities. In meeting its
responsibilities, the Audit Committee is expected to:
serve as an independent and objective party to review the Company's
financial reporting process and internal control system;
review and appraise the audit activities of the Company's outside auditors;
and
provide an open avenue of communication among the outside auditors,
management and the Board of Directors.
Without limiting the foregoing, and in recognition of the fact that the
Company's outside auditors are ultimately accountable to the Board of Directors
and the Audit Committee, the Board of Directors and the Audit Committee have the
ultimate authority and responsibility to select, evaluate and, where
appropriate, replace the outside auditors and/or nominate the outside auditors
for stockholder approval.
The Audit Committee will primarily fulfill these responsibilities by
carrying out the activities enumerated in Section IV of this Charter.
II. ORGANIZATION
The Audit Committee shall be appointed by the Board of Directors and shall
be comprised of three or more directors as determined by the Board of Directors,
each of whom shall be independent of management of the Company, and free from
any relationship that, in the opinion of the Board of Directors, would interfere
with the exercise of the director's independence from management and the
Company. Each member of the Audit Committee shall meet the further restrictions
set forth on Annex I.
All members of the Audit Committee shall have a working familiarity with
basic finance and accounting practices and be able to read and understand
fundamental financial statements or shall become able to do so within a
reasonable time after his or her appointment to the Audit Committee, and at
least one member of the Audit Committee shall have accounting or related
financial management expertise.
III. MEETINGS
The Audit Committee shall meet as circumstances require. The Audit Committee
may require members of management, the Company's outside auditors or others to
attend meetings and to provide pertinent information as necessary. As part of
its job to foster open communication, the Audit Committee shall meet at least
annually with management and the Company's outside auditors in separate sessions
to discuss any matters that the Audit Committee or any of these groups believe
should be discussed privately.
32
IV. RESPONSIBILITIES AND DUTIES
To fulfill its responsibilities and duties, the Audit Committee shall:
1. Review with financial management and the Company's outside auditors the
Company's annual audited financial statements prior to the filing of
such statements with the Securities and Exchange Commission. This
review shall include a discussion of the outside auditors' judgments
about the quality and appropriateness of the Company's accounting
principles and financial disclosure practices, as applied in its
financial reporting, including review of estimates, reserves and
accruals, review of judgmental areas, review of audit adjustments
whether or not recorded and such other inquiries as may be appropriate.
Based on this review, the Audit Committee shall make its recommendation
to the Board of Directors as to the inclusion of the Company's audited
financial statements in the Company's Annual Report on Form 10-K.
2. Review the performance of the outside auditors and make recommendations
to the Board of Directors regarding the appointment or replacement of
the outside auditors.
3. On an annual basis, review and discuss with the outside auditors all
relationships the outside auditors have or have had during the current
year with the Company and to consider whether the provision of services
by the outside auditors not related to the audit of the Company's
annual financial statements and the review of the Company's interim
financial statements included in the Company's Forms 10-Q for such year
is compatible with maintaining the outside auditors independence. In
connection with the foregoing, the Audit Committee shall request that
the outside auditors submit to the Audit Committee on an annual basis a
written statement delineating all such relationships and fees paid by
the Company to such outside auditors, shall discuss with the outside
auditors any disclosed relationship or services that may impact the
objectivity and independence of the outside auditors and shall, if
appropriate, recommend that the Board of Directors take appropriate
action in response to the written statement to satisfy itself of the
outside auditors' independence.
4. Review and reassess the adequacy of the Audit Committee's Charter
annually and recommend to the Board of Directors any changes deemed
appropriate by the Audit Committee. The Chairman of the Audit Committee
may represent the entire Audit Committee for purposes of this review.
5. Prepare any reports of the Audit Committee required by applicable
securities laws or stock exchange listing requirements or rules to be
included in any proxy statements, information statements or other
documents.
6. Approve the fees to be paid to the outside auditors in connection with
the Company's annual audit.
7. Review with the outside auditors their audit plan, the scope of their
audit, the auditors' report and their recommendations.
8. Discuss with the outside auditors matters identified by the auditors
for discussion with the Audit Committee in accordance with applicable
AICPA statements on auditing standards.
9. Review with management and the Company's outside auditors, the
integrity of the Company's financial reporting process.
10. Review with management and the Company's outside auditors, the quality
and adequacy of the Company's internal accounting controls.
* * *
33
While the Audit Committee has the responsibilities and powers set forth in
this Charter, the Company's management is responsible for preparing the
Company's financial statements and the outside auditors are responsible for
auditing them. The Audit Committee is responsible for overseeing the conduct of
these activities and is not expected to audit the Company, to define the scope
of the audit, to control the Company's accounting practices or to define the
standards to be used in the preparation of the Company's financial statements.
Consequently, in carrying out its responsibilities, the Audit Committee is not
determining that the Company's financial statements are complete and accurate
and are in accordance with generally accepted accounting principles, nor is the
Audit Committee providing any expert or special assurance as to the Company's
financial statements or any professional certification as to the outside
auditors' work.
34
ANNEX I TO AUDIT COMMITTEE CHARTER
Further restrictions:
(a) Employees. A director who is an employee (including non-employee
executive officers) of the Company or any of its affiliates may not serve on
the Audit Committee until three years following the termination of his or
her employment. In the event the employment relationship is with a former
parent or predecessor of the Company, the director may serve on the Audit
Committee after three years following the termination of the relationship
between the Company and the former parent or predecessor.
(b) Business Relationship. A director (i) who is a partner, controlling
stockholder or executive officer of an organization that has a business
relationship with the Company or (ii) who has a direct business relationship
with the Company (e.g., a consultant) may serve on the Audit Committee only
if the Company's Board of Directors determines in its business judgment that
the relationship does not interfere with the director's exercise of
independent judgment. In making a determination regarding the independence
of a director pursuant to this paragraph, the Board of Directors should
consider, among other things, the materiality of the relationship to the
Company, to the director, and, if applicable, to the organization with which
the director is affiliated.
'Business relationships' can include commercial, industrial, banking,
consulting, legal, accounting and other relationships. A director can have
this relationship directly with the Company, or the director can be a
partner, officer or employee of an organization that has such a
relationship. The director may serve on the Audit Committee without the
above-referenced Board of Directors' determination after three years
following the termination of, as applicable, either (1) the relationship
between the organization with which the director is affiliated and the
Company, (2) the relationship between the director and his or her
partnership status, stockholder interest or executive officer position or
(3) the direct business relationship between the director and the Company.
(c) Cross Compensation Committee Link. A director who is employed as an
executive of another corporation where any of the Company's executives
serves on that corporation's compensation committee may not serve on the
Audit Committee.
(d) Immediate Family. A director who is an Immediate Family member of
an individual who is an executive officer of the Company or any of its
affiliates cannot serve on the Audit Committee until three years following
the termination of such employment relationship. As used herein, 'Immediate
Family' shall have the meaning contained in para. 303.02 of the NYSE Listed
Company Manual.
35
ANNUAL MEETING OF STOCKHOLDERS OF
TRIARC COMPANIES, INC.
Thursday, June 21, 2001
PROXY VOTING INSTRUCTIONS
TO VOTE BY MAIL
Please date, sign and mail your proxy card in the envelope provided as soon as
possible.
TO VOTE BY TELEPHONE (TOUCH-TONE PHONE ONLY)
Please call toll-free 1-800-PROXIES and follow the instructions. Have your
control number and the proxy card available when you call.
YOUR CONTROL NUMBER IS -->
-----------------------------
Please Detach and Mail in the Envelope Provided
--------------------------------------------------------------------------------
A |X| Please mark your
votes as in this
example using
dark ink only.
FOR all nominees WITHHOLD
listed at right (except AUTHORITY
as marked to the to vote for all nominees
contrary below) listed at right.
1. To elect nine [ ] [ ]
(9) directors to
hold office as
specified in
the accompanying Proxy Statement.
To withhold authority to vote for an individual nominee,
write such nominee's name on the line provided.
--------------------------------------------------------
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF EACH
OF THE NINE (9) NOMINEES NAMED BELOW.
Nominees:
Nelson Peltz
Peter W. May
Hugh L. Carey
Clive Chajet
Joseph A. Levato
David E. Schwab II
Jeffrey S. Silverman
Raymond S. Troubh
Gerald Tsai, Jr.
FOR AGAINST ABSTAIN
2. To ratify the appointment of Deloitte & Touche [ ] [ ] [ ]
LLP as the Company's independent certified
public accountants.
3. To transact such other matters as may properly come before the meeting or any
adjournment or postponement thereof.
Stockholders entitled to vote at the meeting or any adjournment or postponement
thereof are holders of record of the Company's Class A Common Stock at the close
of business on May 9, 2001.
Your vote is important! Stockholders are cordially invited to attend the
meeting. Whether or not you plan to attend, please complete, sign and date the
enclosed proxy card and return it promptly in the enclosed envelope. You may
nevertheless vote in person if you attend the meeting.
Signature:_______________ Date:_____ Signature:_______________ Date_____
NOTE: PLEASE SIGN EXACTLY AS YOUR NAME APPEARS HEREIN. WHEN SIGNING AS ATTORNEY,
ADMINISTRATOR, EXECUTOR, GUARDIAN OR TRUSTEE, PLEASE GIVE YOUR FULL TITLE AS
SUCH. IF A CORPORATION, PLEASE SIGN BY PRESIDENT OR OTHER AUTHORIZED OFFICER AND
INDICATE TITLE. IF SHARES ARE REGISTERED IN THE NAMES OF JOINT TENANTS OR
TRUSTEES, EACH TENANT OR TRUSTEE IS REQUIRED TO SIGN.
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TRIARC COMPANIES, INC.
PROXY FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON THURSDAY, JUNE 21, 2001
The 2001 Annual Meeting of Stockholders of Triarc Companies, Inc. will be
held on Thursday, June 21, 2001, at 11:00 a.m., local time, in the Basildon
Room, 3rd floor, of The Waldorf=Astoria, 301 Park Avenue, New York, New York,
for the purposes listed on the reverse side:
CONTINUED AND TO BE SIGNED ON REVERSE SIDE
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