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SCHEDULE 14A
(Rule 14-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
----------------
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
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
INFORMATICA CORPORATION
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(Name of Registrant as Specified in Its Charter)
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(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:
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Informatica Logo
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 24, 2001
To the Stockholders:
Notice is hereby given that the Annual Meeting of Stockholders (the "Annual
Meeting") of Informatica Corporation, a Delaware corporation ("Informatica"),
will be held on Thursday, May 24, 2001 at 3:00 p.m., local time, at
Informatica's corporate headquarters, 3350 West Bayshore Road, Palo Alto, CA
94303, for the following purposes:
1. To elect one Class I director for a term of three years or until
his successor is duly elected and qualified.
2. To ratify the appointment by the Board of Directors of the firm
Ernst & Young LLP as Informatica's independent auditors for the year ending
December 31, 2001.
3. To transact such other business as may properly come before the
Annual Meeting or any adjournments or postponements thereof.
The foregoing items of business are more fully described in the Proxy
Statement accompanying this Notice of Annual Meeting.
Only holders of record of Informatica's common stock at the close of
business on April 9, 2001, the record date, are entitled to vote on the matters
listed in this Notice of Annual Meeting.
All stockholders are cordially invited to attend the Annual Meeting in
person. However, to assure your representation at the Annual Meeting, please (1)
vote by telephone by calling the toll-free number as instructed on the enclosed
proxy card, (2) vote by using the Internet as instructed on the enclosed proxy
card, or (3) complete, sign, date and promptly return the enclosed proxy card in
the postage-prepaid envelope enclosed for that purpose. Any stockholder
attending the Annual Meeting may vote in person even if he or she has returned a
proxy card.
By Order of the Board of Directors
of Informatica Corporation
/s/ Gaurav S. Dhillon
Gaurav S. Dhillon
Chief Executive Officer, Secretary and
Director
Palo Alto, California
April 23, 2001
WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE VOTE BY TELEPHONE
OR BY USING THE INTERNET AS INSTRUCTED ON THE ENCLOSED PROXY CARD OR COMPLETE,
SIGN, DATE, AND RETURN THE ENCLOSED PROXY CARD AS PROMPTLY AS POSSIBLE IN THE
ENCLOSED ENVELOPE.
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INFORMATICA CORPORATION
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PROXY STATEMENT
FOR
2001 ANNUAL MEETING OF STOCKHOLDERS
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PROCEDURAL MATTERS
GENERAL
This Proxy Statement is being furnished to holders of common stock, par
value $0.001 per share (the "Common Stock"), of Informatica Corporation, a
Delaware corporation ("Informatica" or the "Company"), in connection with the
solicitation of proxies by the Board of Directors of Informatica for use at the
Annual Meeting of Stockholders (the "Annual Meeting") to be held on Thursday,
May 24, 2001 at 3:00 p.m., local time, and at any adjournment or postponement
thereof for the purpose of considering and acting upon the matters set forth
herein. The Annual Meeting will be held at Informatica's corporate offices,
located at 3350 West Bayshore Road, Palo Alto, California 94303. The telephone
number at that location is (650) 687-6200.
This Proxy Statement, the accompanying form of proxy card, the Company's
Annual Report on Form 10-K and the summary 2000 Annual Report to Stockholders
are first being mailed on or about April 23, 2001 to all holders of Common Stock
entitled to vote at the meeting.
STOCKHOLDERS ENTITLED TO VOTE; RECORD DATE
Only holders of record of Informatica's Common Stock at the close of
business on April 9, 2001 (the "Record Date") are entitled to notice of and to
vote at the Annual Meeting. Such stockholders are entitled to cast one vote for
each share of Common Stock held as of the Record Date on all matters properly
submitted for the vote of stockholders at the Annual Meeting. As of the Record
Date, there were 77,009,183 shares of Informatica Common Stock outstanding and
entitled to vote at the Annual Meeting. No shares of preferred stock were
outstanding. For information regarding security ownership by management and by
the beneficial owners of more than 5% of Informatica's Common Stock, see "Share
Ownership by Principal Stockholders and Management."
QUORUM; REQUIRED VOTE
The presence of the holders of a majority of the shares entitled to vote
generally at the Annual Meeting is necessary to constitute a quorum at the
Annual Meeting. Such holders are counted as present at the meeting if they (1)
are present in person at the Annual Meeting or (2) have properly submitted a
proxy card or voted by telephone or by using the Internet. A plurality of the
votes duly cast is required for the election of directors. The affirmative vote
of a majority of the votes duly cast is required to ratify the appointment of
auditors.
Under the General Corporation Law of the State of Delaware, an abstaining
vote and a broker "non-vote" are counted as present and entitled to vote and
are, therefore, included for purposes of determining whether a quorum of shares
is present at a meeting; however, broker "non-votes" are not deemed to be "votes
cast." As a result, broker "non-votes" are not included in the tabulation of the
voting results on the election of directors or issues requiring approval of a
majority of the votes cast and, therefore, do not have the effect of votes in
opposition in such tabulations. 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.
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VOTING
Voting by attending the meeting. A stockholder may vote his or her shares
in person at the Annual Meeting. A stockholder planning to attend the meeting
should bring proof of identification for entrance to the meeting.
Voting by proxy card. All shares entitled to vote and represented by
properly executed proxy cards received prior to the Annual Meeting, and not
revoked, will be voted at the Annual Meeting in accordance with the instructions
indicated on those proxy cards. If no instructions are indicated on a properly
executed proxy card, the shares represented by that proxy card will be voted as
recommended by the Board of Directors. If any other matters are properly
presented for consideration at the Annual Meeting, including, among other
things, consideration of a motion to adjourn the Annual Meeting to another time
or place (including, without limitation, for the purpose of soliciting
additional proxies), the persons named in the enclosed proxy card and acting
thereunder will have discretion to vote on those matters in accordance with
their best judgment. The Company does not currently anticipate that any other
matters will be raised at the Annual Meeting. Any proxy card given pursuant to
this solicitation may be revoked by the person giving it at any time before it
is voted. A proxy card may be revoked (1) by filing with the Secretary of the
Company, at or before the taking of the vote at the Annual Meeting, a written
notice of revocation or a duly executed proxy card, in either case dated later
than the prior proxy card relating to the same shares, or (2) by attending the
Annual Meeting and voting in person (although attendance at the Annual Meeting
will not of itself revoke a proxy). Any written notice of revocation or
subsequent proxy card must be received by the Secretary of the Company prior to
the taking of the vote at the Annual Meeting. Such written notice of revocation
or subsequent proxy card should be hand delivered to the Secretary of the
Company or should be sent so as to be delivered to Informatica Corporation, 3350
West Bayshore Road, California 94303, Attention: Corporate Secretary.
Voting by telephone or the Internet. A stockholder may vote his or her
shares by calling the toll-free number indicated on the enclosed proxy card and
following the recorded instructions or by accessing the website indicated on the
enclosed proxy card and following the instructions provided.
EXPENSES OF SOLICITATION
Informatica will bear all expenses of this solicitation, including the cost
of preparing and mailing this proxy material. The Company may reimburse
brokerage firms, custodians, nominees, fiduciaries and other persons
representing beneficial owners of Common Stock for their reasonable expenses in
forwarding solicitation material to such beneficial owners. Directors, officers
and employees of the Company may also solicit proxies in person or by telephone,
letter, email, telegram, facsimile or other means of communication. Such
directors, officers and employees will not be additionally compensated, but they
may be reimbursed for reasonable out-of-pocket expenses in connection with such
solicitation. The Company may engage the services of a professional proxy
solicitation firm to aid in the solicitation of proxies from certain brokers,
bank nominees and other institutional owners. The Company's costs for such
services, if retained, will not be material.
PROCEDURE FOR SUBMITTING STOCKHOLDER PROPOSALS
Requirements for stockholder proposals to be considered for inclusion in
the Company's proxy material. Stockholders may present proper proposals for
inclusion in the Company's proxy statement and for consideration at the next
annual meeting of its stockholders by submitting their proposals in writing to
the Secretary of the Company in a timely manner. In order to be included in the
Company's proxy materials for the 2002 annual meeting of stockholders,
stockholder proposals must be received by the Secretary of the Company no later
than December 24, 2001, and must otherwise comply with the requirements of Rule
14a-8 of the Securities Exchange Act of 1934 (the "Exchange Act").
Requirements for stockholder proposals to be brought before an annual
meeting. In addition, the Company's Bylaws establish an advance notice procedure
for stockholders who wish to present certain matters before an annual meeting of
stockholders. In general, nominations for the election of directors may be made
by (1) the Board of Directors, (2) any nominating committee appointed by the
Board of Directors or (3) any stockholder entitled to vote who has written
notice delivered to the Secretary of the Company within the
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Notice Period (as defined below), which notice must contain specified
information concerning the nominees and concerning the stockholder proposing
such nominations.
The Company's Bylaws also provide that the only business that may be
conducted at an annual meeting is business that is (1) specified in the notice
of meeting given by or at the direction of the Board of Directors, (2) properly
brought before the meeting by or at the direction of the Board of Directors, or
(3) properly brought before the meeting by any stockholder entitled to vote who
has written notice delivered to the Secretary of the Company within the Notice
Period (as defined below), which notice must contain specified information
concerning the matters to be brought before such meeting and concerning the
stockholder proposing such matters.
The "Notice Period" is defined as that period not less than 45 days nor
more than 75 days prior to the date on which the Company first mailed its proxy
materials for the previous year's annual meeting of stockholders. As a result,
the Notice Period for the 2002 annual stockholder meeting shall start on
February 7, 2002 and end on March 9, 2002.
If a stockholder who has notified the Company of his or her intention to
present a proposal at an annual meeting does not appear to present his or her
proposal at such meeting, the Company need not present the proposal for vote at
such meeting.
A copy of the full text of the Bylaw provisions discussed above may be
obtained by writing to the Secretary of the Company. All notices of proposals by
stockholders, whether or not included in the Company's proxy materials, should
be sent to Informatica Corporation, 3350 West Bayshore Road, Palo Alto,
California 94303, Attention: Corporate Secretary.
PROPOSAL ONE
ELECTION OF DIRECTORS
GENERAL
The Company's Board of Directors is currently comprised of five members who
are divided into three classes with overlapping three-year terms. A director
serves in office until his or her respective successor is duly elected and
qualified or until his or her earlier death or resignation. Any additional
directorships resulting from an increase in the number of directors will be
distributed among the three classes so that, as nearly as possible, each class
will consist of an equal number of directors.
NOMINEES FOR CLASS I DIRECTORS
One Class I director is to be elected at the Annual Meeting for a
three-year term ending in 2004. The Board of Directors has nominated VINCENT R.
WORMS for re-election as the Class I director. Unless otherwise instructed, the
proxyholders will vote the proxies received by them for the re-election of Mr.
Worms. The Company expects that Mr. Worms will accept such nomination; however,
in the event that such nominee is unable or declines to serve as a director at
the time of the meeting, the proxies will be voted for any nominee who shall be
designated by the Board of Directors to fill the vacancy. The term of office of
the person elected as director will continue until such director's term expires
in 2004 or until such director's successor has been elected and qualified.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE NOMINEE LISTED ABOVE.
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INFORMATION REGARDING NOMINEES AND OTHER DIRECTORS
NOMINEE FOR CLASS I DIRECTOR FOR A TERM EXPIRING IN 2004
NAME AGE PRINCIPAL OCCUPATION AND BUSINESS EXPERIENCE
---- --- --------------------------------------------
Vincent R. Worms............ 47 Co-President of Partech International Capital
Management. Mr. Worms has been a director of the Company
since September 1995. From 1982 to the present, Mr. Worms
has served as Co-President of Partech International Capital
Management, a venture capital firm that manages one of the
Company's investors. Mr. Worms holds a M.S. degree in
science from the Ecole Polytechnique in Paris, France and
the Massachusetts Institute of Technology. Mr. Worms serves
on the boards of directors of SangStat Medical Corporation
and Business Objects, a software company, in addition to
serving on the board of a number of private companies.
INCUMBENT CLASS III DIRECTORS WHOSE TERMS EXPIRE IN 2003
NAME AGE PRINCIPAL OCCUPATION AND BUSINESS EXPERIENCE
---- --- --------------------------------------------
Gaurav S. Dhillon........... 35 Chief Executive Officer and Secretary of the Company. Mr.
Dhillon co-founded the Company and has served as the Chief
Executive Officer since the Company's inception in February
1993. Prior to co-founding the Company, Mr. Dhillon was
employed by Sterling Software, a software company, from
December 1991 to November 1992, where his last position was
project manager. Prior to that, he was a Systems Architect
with Unisys Corporation. Mr. Dhillon holds a B.S.E.E. from
Punjab University, India.
David W. Pidwell............ 52 Partner, Alloy Ventures. Mr. Pidwell has been a director of
the Company since February 1996. From January 1987 to
January 1996, Mr. Pidwell was President and Chief Executive
Officer of Rasna Corporation, a software company. Mr.
Pidwell has been a venture partner with Alloy Ventures since
1996, and serves on the boards of directors of a number of
private companies. Mr. Pidwell holds a B.S.E.E. in
electrical engineering and an M.S.I.S.E. degree in computer
systems engineering from Ohio University, and has completed
three years of work at Stanford University on a Ph.D. in
engineering economic systems.
INCUMBENT CLASS II DIRECTORS WHOSE TERMS EXPIRE IN 2002
NAME AGE PRINCIPAL OCCUPATION AND BUSINESS EXPERIENCE
---- --- --------------------------------------------
Diaz H. Nesamoney........... 35 President and Chief Operating Officer of the Company. Mr.
Nesamoney co-founded the Company and has been a member of
the Board of Directors and President since the Company's
inception in February 1993. Mr. Nesamoney assumed the
additional role of Chief Operating Officer in February 2000.
Prior to co-founding the Company, Mr. Nesamoney was employed
by Unisys Corporation from May 1988 to February 1993, where
his last position was Development Manager. Mr. Nesamoney
holds an M.S.C.S. degree from Birla Institute of Technology
& Science.
A. Brooke Seawell........... 52 General Partner, Technology Crossover Ventures. Mr. Seawell
has been a director of the Company since December 1997. From
January 1997 to August 1998, Mr. Seawell was Executive Vice
President of NetDynamics, an Internet applications server
company. From March 1991 to January 1997, Mr. Seawell was
Senior Vice President and Chief Financial Officer of
Synopsys. Mr. Seawell holds a B.A. degree in Economics and
an M.B.A. degree in Finance and Accounting from Stanford
University. Mr. Seawell serves on the board of directors of
NVIDIA Corporation, a 3D (three-dimensional) graphics
processor company, and several private companies.
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BOARD MEETINGS AND COMMITTEES
During 2000, the Board of Directors held seven meetings (including
regularly scheduled and special meetings), and no incumbent directors attended
fewer than 75% of the total number of meetings of the Board of Directors and the
committees, if any, of which he was a member.
The Board of Directors currently has two standing committees: an Audit
Committee and a Compensation Committee. The Board of Directors has no nominating
committee or any committee performing a similar function. The Audit Committee
currently consists of Mr. Seawell, Mr. Worms and Mr. Pidwell. The Compensation
Committee currently consists of Mr. Pidwell and Mr. Seawell.
Audit Committee. The Audit Committee, which met four times in 2000, is
primarily responsible for approving the services performed by the Company's
independent auditors, for reviewing and evaluating the Company's accounting
principles and its systems of internal accounting controls, as well as other
matters which may come before it or as directed by the Board.
Compensation Committee. The Compensation Committee reviews and approves the
compensation and benefits for the Company's executive officers, administers the
Company's stock plans and performs such other duties as may from time to time be
determined by the Board. The Compensation Committee, which did not meet in 2000,
fulfilled its duties through actions by written consent.
DIRECTOR COMPENSATION
Directors do not receive cash compensation for service on the Board of
Directors or any Committee thereof. Directors are eligible to receive options to
purchase the Company's Common Stock pursuant to the Company's 1999 Non-Employee
Director Plan (the "1999 Director Plan"), which provides for annual automatic
grants of nonqualified stock options to continuing non-employee directors. Under
the 1999 Director Plan, each non-employee director will receive a nonqualified
stock option grant of 100,000 shares of the Company's Common Stock upon his or
her initial election to the Board of Directors ("Initial Grant"). On the date of
each annual stockholders' meeting, each individual who is at the time continuing
to serve as a non-employee director will automatically be granted an option to
purchase 20,000 shares of the Company's Common Stock ("Subsequent Grant"). All
options automatically granted to non-employee directors will have an exercise
price equal to 100% of the fair market value on the date of grant. Each Initial
Grant shall become exercisable in four equal annual installments and each
Subsequent Grant shall vest and become exercisable on the first anniversary of
the grant date. To date under the 1999 Director Plan, the Company has granted
each of the Company's non-employee directors an option to purchase 20,000 shares
of the Company's Common Stock, for a total of 60,000 shares of Common Stock.
Following this Annual Meeting, the Company will grant each non-employee director
an additional option to purchase 20,000 shares of the Company's Common Stock, as
described above.
PROPOSAL TWO
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
The Board of Directors has appointed Ernst & Young LLP as independent
auditors of the Company to audit the consolidated financial statements of the
Company for the year ending December 31, 2001, and has determined that it would
be desirable to request that the stockholders ratify such appointment.
Ernst & Young LLP has audited the Company's financial statements since the
Company's inception. A representative of Ernst & Young LLP is expected to be
present at the Annual Meeting with the opportunity to make a statement if he or
she desires to do so, and is expected to be available to respond to appropriate
questions.
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REQUIRED VOTE
Although stockholder approval is not required for the appointment of Ernst
& Young LLP since the Board of Directors has the responsibility for selecting
auditors, the Board of Directors has conditioned its appointment of the
Company's independent auditors upon the receipt of the affirmative vote of a
majority of the votes duly cast at the Annual Meeting. In the event that the
stockholders do not approve the selection of Ernst & Young LLP, the Board of
Directors will reconsider its selection.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THIS PROPOSAL.
FEE DISCLOSURE
Audit Fees. The aggregate fees billed by Ernst & Young LLP for professional
services rendered for the audit of the Company's annual financial statements for
the year ended December 31, 2000 and for the reviews of the financial statements
included in the Company's Quarterly Reports on Form 10-Q for that year were
$230,000.
Financial Information Systems Design and Implementation Fees. No fees were
billed by Ernst & Young LLP for professional services rendered for information
technology services design and implementation for the year ended December 31,
2000.
All Other Fees. The aggregate fees billed by Ernst & Young LLP for services
rendered to the Company, other than for services described above, for the year
ended December 31, 2000 were approximately $890,000. These other services
consisted of audit and tax related services, such as review of the Securities
and Exchange Commission (the "SEC") registration statements, tax compliance and
consultations on accounting and tax matters.
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SHARE OWNERSHIP BY PRINCIPAL STOCKHOLDERS AND MANAGEMENT
The following table sets forth certain information concerning the
beneficial ownership of Informatica's Common Stock as of February 28, 2001 for
the following: (1) each person or entity who is known by the Company to own
beneficially more than 5% of the outstanding shares of the Company's Common
Stock; (2) each of the Company's directors; (3) each of the officers named in
the Summary Compensation Table; and (4) all directors and executive officers of
the Company as a group.
COMMON STOCK PERCENTAGE
NAME BENEFICIALLY OWNED(1) BENEFICIALLY OWNED
---- --------------------- ------------------
Putnam Entities(2)....................................... 8,275,114 10.7%
One Post Office Square
Boston, MA 02109
Gaurav S. Dhillon(3)..................................... 5,088,342 6.5%
Diaz H. Nesamoney(4)..................................... 4,686,958 6.0%
Pilgrim Baxter & Associates Ltd.(2)...................... 4,217,700 5.5%
825 Duportail Road
Wayne, PA 19087
AXA Entities(2).......................................... 4,047,139 5.3%
1290 Avenue of the Americas
New York, NY 10104
Partech Entities(2)(5)................................... 3,840,194 5.0%
50 California Street, Suite 3200
San Francisco, CA 94111
Vincent R. Worms(6)...................................... 1,730,577 2.2%
Clive A. Harrison(7)..................................... 671,872 *
David W. Pidwell(8)...................................... 303,000 *
Earl E. Fry(9)........................................... 194,527 *
A. Brooke Seawell(10).................................... 176,666 *
Barton S. Foster(11)..................................... 94,977 *
All directors and executive officers as a group (8
persons)(12)........................................... 12,946,919 16.3%
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* Less than one percent of the outstanding common stock.
(1) The number and percentage of shares beneficially owned is determined in
accordance with Rule 13d-3 of the Exchange Act, and the information is not
necessarily indicative of beneficial ownership for any other purpose. Under
such rule, beneficial ownership includes any shares as to which the
individual or entity has voting power or investment power and any shares
that the individual has the right to acquire within 60 days of February 28,
2001 through the exercise of any stock option or other right. Unless
otherwise indicated in the footnotes, each person or entity has sole voting
and investment power (or shares such powers with his or her spouse) with
respect to the shares shown as beneficially owned.
(2) This information was obtained from filings made with the SEC pursuant to
Section 13(g) of the Exchange Act.
(3) Includes 878,998 shares subject to options exercisable within 60 days of
February 28, 2001.
(4) Includes 878,998 shares subject to options exercisable within 60 days of
February 28, 2001.
(5) Includes 839,520 shares held by Partech U.S. Partners III, C.V., 392,759
shares held by Vendome Capital LLC, 282,912 shares held by Multinvest LLC,
284,664 shares held by Axa U.S. Growth Fund, LLC, 72,500 shares held by
Thomas G. McKinley, 20,656 shares held by Partech International Salary
Deferral Plan, 26,668 shares held by Partech International Growth Capital I
LLC and 26,668 shares held by Partech International Growth Capital II LLC.
Mr. Worms, one of the Company's directors, is either a general partner,
managing member, attorney-in-fact or trustee of each Partech Entity. Mr.
Worms disclaims beneficial ownership of such shares except to the extent of
his pecuniary interest therein.
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(6) Includes 1,460,432 shares held by several of the Partech Entities. Mr.
Worms disclaims beneficial ownership of such shares except to the extent of
his pecuniary interest therein.
(7) Includes 209,482 shares subject to options exercisable within 60 days of
February 28, 2001.
(8) Mr. Pidwell's shares are held of record by the Pidwell Family Living Trust
dated June 25, 1987, of which Mr. Pidwell is trustee.
(9) Includes 193,145 shares subject to options exercisable within 60 days of
February 28, 2001.
(10) Consists solely of shares subject to options exercisable within 60 days of
February 28, 2001.
(11) Includes 94,583 shares subject to options exercisable within 60 days of
February 28, 2001.
(12) Includes 2,431,872 shares subject to options exercisable within 60 days of
February 28, 2001.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act ("Section 16(a)") requires the Company's
executive officers and directors, and persons who own more than 10% of a
registered class of the Company's equity securities ("10% Stockholders"), to
file reports of ownership on Form 3 and changes in ownership on Form 4 or 5 with
the SEC and the Nasdaq Stock Market. Such executive officers, directors and 10%
Stockholders are also required by SEC rules to furnish the Company with copies
of all Section 16(a) forms they file.
Based solely on its review of copies of such forms received, or written
representations from certain reporting persons that no filings on Forms 5 were
required for such persons, the Company believes that, during 2000, its executive
officers, directors and 10% Stockholders complied with all applicable Section
16(a) filing requirements.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Company's Compensation Committee is currently composed of Mr. Pidwell
and Mr. Seawell. No interlocking relationship exists between any member of the
Company's Compensation Committee and any member of the compensation committee of
any other company, nor has any such interlocking relationship existed in the
past. No member of the Compensation Committee is or was formerly an officer or
an employee of the Company.
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EXECUTIVE OFFICER COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth certain information concerning total
compensation received by the Chief Executive Officer and each of the four most
highly compensated executive officers during the last year (the "Named
Officers") for services rendered to Informatica in all capacities for the three
years ended December 31, 2000:
LONG-TERM
COMPENSATION
AWARDS
----------------
ANNUAL COMPENSATION NUMBER OF SHARES
--------------------- UNDERLYING
NAME AND PRINCIPAL POSITION YEAR SALARY($) BONUS($) OPTIONS(1)
--------------------------- ---- --------- -------- ----------------
Gaurav S. Dhillon............................... 2000 215,000 142,500 178,000
Chief Executive Officer, 1999 150,000 90,000 200,000
Secretary and Director 1998 130,000 52,114 400,000
Diaz H. Nesamoney............................... 2000 215,000 142,500 178,000
Chief Operating Officer, 1999 150,000 90,000 200,000
President and Director 1998 130,000 52,114 400,000
Clive A. Harrison............................... 2000 160,000 450,042(2) 144,000
Executive Vice President, 1999 150,000 345,528(3) 160,000
Worldwide Sales 1998 140,000 109,942(4) 200,000
Earl E. Fry..................................... 2000 200,000 75,000 --
Chief Financial Officer, 1999 -- -- 720,000
Vice President 1998 -- -- --
Barton S. Foster................................ 2000 162,500 65,000 550,000
Senior Vice President, 1999 -- -- --
Worldwide Marketing 1998 -- -- --
---------------
(1) Reflects post-split share numbers.
(2) Includes sales commissions of $315,042.
(3) Includes sales commissions of $300,528.
(4) Includes sales commissions earned in 1998 and excludes commissions of
$34,010 and bonus amounts of $9,500, each earned in 1997 and paid in 1998.
OPTION GRANTS IN LAST YEAR
The following table sets forth, as to the Named Officers, information
concerning stock options granted during the year ended December 31, 2000:
INDIVIDUAL GRANTS
-------------------------------------------------- POTENTIAL REALIZABLE VALUE
NUMBER OF % OF TOTAL AT ASSUMED ANNUAL RATES
SHARES OPTIONS OF STOCK PRICE APPRECIATION
UNDERLYING GRANTED TO EXERCISE FOR OPTION TERM($)(4)
OPTIONS EMPLOYEES IN PRICE PER EXPIRATION ---------------------------
NAME GRANTED(1) YEAR(2) SHARE($) DATE(3) 5% 10%
---- ---------- ------------ --------- ---------- ------------ ------------
Gaurav S. Dhillon............... 178,000 2.70 27.00 2/16/10 3,022,468 7,659,526
Diaz H. Nesamoney............... 178,000 2.70 27.00 2/16/10 3,022,468 7,659,526
Clive A. Harrison............... 144,000 2.19 27.00 2/16/10 2,445,142 6,196,471
Earl E. Fry..................... -- -- -- -- -- --
Barton S. Foster................ 550,000 8.35 28.94 6/13/10 10,009,251 25,365,407
---------------
(1) The options in this table are incentive stock options or nonstatutory stock
options, except as otherwise provided, granted under the 1999 Stock
Incentive Plan and have exercise prices equal to the fair market value of
the Company's Common Stock on the date of grant. All such options have
10-year terms and vest over a period of four years at a rate of 2.03% each
month.
9
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(2) The Company granted (or assumed) options to purchase 6,680,460 shares of
Common Stock in 2000.
(3) The options in this table may terminate before their expiration upon the
termination of optionee's status as an employee or consultant or upon the
optionee's disability or death.
(4) Under rules promulgated by the SEC, the amounts in these two columns
represent the hypothetical gain or "option spread" that would exist for the
options in this table based on assumed stock price appreciation from the
date of grant until the end of such options' 10-year term at assumed annual
rates of 5% and 10%. Annual compounding results in total appreciation of 63%
(at 5% per year) and 159% (at 10% per year). If the price of the Company's
Common Stock were to increase at such rates from the price at 2000 year end
($39.56 per share) over the next 10 years, the resulting stock price at 5%
and 10% appreciation would be $64.48 and $102.46 per share, respectively.
The 5% and 10% assumed annual rates of appreciation are specified in SEC
rules and do not represent the Company's estimate or projection of future
stock price growth. The Company does not necessarily agree that this method
can properly determine the value of an option and there can be no assurance
that the potential realizable values shown in this table will be achieved.
OPTION EXERCISES AND HOLDINGS
The following table sets forth, as to the Named Officers, certain
information concerning the number of shares subject to both exercisable and
unexercisable stock options as of December 31, 2000. Also reported are values
for "in-the-money" options that represent the positive spread between the
respective exercise prices of outstanding stock options and the fair market
value of the Company's Common Stock as of December 31, 2000.
AGGREGATED OPTION EXERCISES IN LAST YEAR
AND YEAR-END OPTION VALUES
NUMBER OF SHARES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS
SHARES OPTIONS AT YEAR-END AT YEAR-END($)(1)
ACQUIRED ON VALUE --------------------------- ---------------------------
NAME EXERCISE REALIZED($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- ----------- ----------- ------------- ----------- -------------
Gaurav S. Dhillon......... 0 0 812,082 365,918 30,570,839 10,263,786
Diaz H. Nesamoney......... 0 0 812,082 365,918 30,570,839 10,263,786
Clive A. Harrison......... 86,166 2,668,516 163,003 262,335 6,118,216 7,008,944
Earl E. Fry............... 0 0 144,000 576,000 2,997,000 11,988,000
Barton S. Foster.......... 0 0 68,750 481,250 730,469 5,113,281
---------------
(1) Market value of underlying securities based on the closing price of the
Company's Common Stock on December 31, 2000 (the last trading day of 2000).
TRANSACTIONS WITH MANAGEMENT
Mr. Dhillon and Mr. Nesamoney each entered into promissory notes with the
Company on May 5, 1995. The principal amount of $20,000 and all interest, which
accrued at a rate of 7.12% per year, due on each note was paid on June 30, 2000.
Mr. Harrison entered into a promissory note with the Company on April 6, 2000.
On June 30, 2000 he repaid the principal amount of $2.6 million. Because Mr.
Harrison repaid this loan prior to the commencement of any interest charges, he
paid no interest on this principal amount.
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REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
The primary role of the Audit Committee is to provide oversight and
monitoring of Company management and the independent auditors and their
activities with respect to the Company's financial reporting process. The Board
of Directors has determined that each member of the Audit Committee is
"independent" as required by the listing standards of the Nasdaq National
Market. The Board of Directors has adopted a written charter for the Audit
Committee, a copy of which is included in this Proxy Statement as Appendix A. In
the performance of its oversight function, the Audit Committee has:
- reviewed and discussed the audited financial statements with management;
- discussed with Ernst & Young LLP, its independent auditors, the matters
required to be discussed by the Statement on Auditing Standards No. 61,
Communication with Audit Committees, as currently in effect;
- received the written disclosures and the letter from the independent
auditors required by Independence Standards Board Standard No. 1,
Independence Discussions with Audit Committees, as currently in effect;
- considered whether the provision of information technology consulting
services relating to financial information systems design and
implementation and other non-audit services by Ernst & Young LLP is
compatible with maintaining Ernst & Young LLP's independence and has
discussed with Ernst & Young LLP the auditor's independence.
Based upon the reports and discussions described in this Report, the Audit
Committee recommended to the Board of Directors that the audited financial
statements be included in the Company's Annual Report on Form 10-K for the year
ended December 31, 2000.
AUDIT COMMITTEE OF THE
BOARD OF DIRECTORS
David W. Pidwell
A. Brooke Seawell
Vincent R. Worms
REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS
The Compensation Committee was formed in March 1999 and currently consists
of Messrs. Seawell and Pidwell. The Compensation Committee generally reviews and
approves the Company's executive compensation policies, including the base
salary levels and target incentives for the Company's executive officers at the
beginning of each year, and approves the performance objectives of the officers
in their areas of responsibility. The Compensation Committee also administers
the Company's stock plans, including the Company's 2000 Employee Stock Incentive
Plan (the "2000 Stock Plan") and the Company's 1999 Stock Incentive Plan. No
member of the Compensation Committee is a former or current officer or employee
of Informatica or any of its subsidiaries. Meetings of the Compensation
Committee are also attended by Mr. Dhillon, Mr. Nesamoney and Earl Fry, who
provide background and market information and make recommendations to the
Compensation Committee on salary levels, officer performance objectives, and
corporate financial goals. However, Mr. Dhillon, Mr. Nesamoney and Mr. Fry are
not entitled to vote on any actions taken by the Compensation Committee.
EXECUTIVE OFFICER COMPENSATION PROGRAMS
The objectives of the executive officer compensation program are to
attract, retain, motivate and reward key personnel who possess the necessary
leadership and management skills, through competitive base salary, annual cash
bonus incentives, long-term incentive compensation in the form of stock options,
and various benefits, including medical and life insurance plans. The executive
compensation policies of the Compensation
11
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Committee are intended to combine competitive levels of compensation and rewards
for above average performance and to align relative compensation with the
achievements of key business objectives, optimal satisfaction of customers, and
maximization of stockholder value. The Compensation Committee believes that
stock ownership by management is beneficial in aligning management and
stockholder interests, thereby enhancing stockholder value.
Base Salaries. Salaries for the Company's executive officers are determined
primarily on the basis of the executive officer's responsibility, general salary
practices of peer companies and the officer's individual qualifications and
experience. The base salaries are reviewed annually and may be adjusted by the
Compensation Committee in accordance with certain criteria, which include
individual performance, the functions performed by the executive officer, the
scope of the executive officer's on-going duties, general changes in the
compensation peer group in which the Company competes for executive talent, and
the Company's financial performance generally. The weight given each such factor
by the Compensation Committee may vary from individual to individual.
Incentive Bonuses. The Compensation Committee believes that a cash
incentive bonus plan can serve to motivate the Company's executive officers and
management to address annual performance goals, using more immediate measures
for performance than those reflected in the appreciation in value of stock
options. The bonus amounts are based upon recommendations by management and a
subjective consideration of factors including such officer's level of
responsibility, individual performance, contributions to the Company's success,
and the Company's financial performance generally.
Stock Option Grants. Stock options may be granted to executive officers and
other employees under the 1999 Stock Incentive Plan or the 2000 Stock Plan.
Because of the direct relationship between the value of an option and the stock
price, the Compensation Committee believes that options motivate executive
officers to manage the Company in a manner that is consistent with stockholder
interests. Stock option grants are intended to focus the attention of the
recipient on the Company's long-term performance, which the Company believes
results in improved stockholder value, and to retain the services of the
executive officers in a competitive job market by providing significant
long-term earnings potential. To this end, stock options generally vest and
become fully exercisable over a four-year period. The principal factors
considered in granting stock options to executive officers of the Company are
prior performance, level of responsibility, other compensation and the executive
officer's ability to influence the Company's long-term growth and profitability.
However, neither the 1999 Stock Incentive Plan nor the 2000 Stock Plan provides
any quantitative method for weighting these factors, and a decision to grant an
award is primarily based upon a subjective evaluation of the past as well as
future anticipated performance.
Other Compensation Plans. The Company has adopted certain general employee
benefit plans in which executive officers are permitted to participate on parity
with other employees. The Company also provides a 401(k) deferred compensation
plan.
Deductibility of Compensation. Section 162(m) of the Internal Revenue Code
("IRC") disallows a deduction by the Company for compensation exceeding $1.0
million paid to certain executive officers, excluding, among other things,
performance based compensation. Although, as a result of certain option
exercises, compensation paid to certain executive officers has exceeded this
limitation, applicable exemptions allow the deduction by the Company for such
compensation. Because the compensation paid to other executive officers has not
approached the limitation, the Compensation Committee has not had to use any of
the available exemptions from the deduction limit with regard to such officers'
compensation. The Compensation Committee remains aware of the IRC Section 162(m)
limitations, and the available exemptions, and will address the issue of
deductibility when and if circumstances continue to warrant the use of such
exemptions.
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CHIEF EXECUTIVE OFFICER COMPENSATION
The compensation of the Chief Executive Officer is reviewed annually on the
same basis as discussed above for all executive officers. Mr. Dhillon's base
salary for the year ended December 31, 2000 was $215,000. Mr. Dhillon's base
salary was established in part by comparing the base salaries of chief executive
officers at other companies of similar size. Mr. Dhillon's base salary was below
the median of the base salary range for Presidents/Chief Executive Officers of
comparable companies. Mr. Dhillon received 178,000 stock options and a $142,500
bonus for the year ended December 31, 2000.
COMPENSATION COMMITTEE OF THE
BOARD OF DIRECTORS
David W. Pidwell
A. Brooke Seawell
13
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COMPANY STOCK PRICE PERFORMANCE GRAPH
The following graph compares the cumulative total return to stockholders on
the Company's Common Stock with the cumulative total return of the Nasdaq
National Market (U.S. Companies) Index and the Nasdaq Computer and Data
Processing Services Group Index. The graph assumes that $100 was invested on
April 28, 1999 (the date of the Company's initial public offering) in the
Company's Common Stock and in each of the indices discussed above, including
reinvestment of dividends. No dividends have been declared or paid on the
Company's Common Stock. Note that historic stock price performance is not
necessarily indicative of future stock price performance.
[PERFORMANCE GRAPH]
INFORMATICA NASDAQ STOCK NASDAQ COMPUTER &
CORPORATION MARKET (U.S.) DATA PROCESSING
----------- ------------- -----------------
4/29/99 100.00 100.00 100.00
4/99 96.17 103.22 94.89
5/99 81.70 100.36 92.60
6/99 121.28 109.39 104.02
7/99 177.55 107.42 97.89
8/99 191.06 111.96 103.08
9/99 172.77 112.12 108.33
10/99 245.96 121.10 116.48
11/99 248.09 135.83 135.20
12/99 362.13 165.70 182.13
1/00 318.72 159.57 160.93
2/00 583.83 189.90 190.54
3/00 522.98 185.99 180.10
4/00 285.54 156.44 138.07
5/00 274.04 137.57 121.27
6/00 557.88 161.71 147.15
7/00 544.68 152.95 132.16
8/00 680.85 171.02 148.96
9/00 634.89 148.80 136.17
10/00 643.40 136.54 124.58
11/00 475.74 105.27 90.59
12/00 538.73 99.62 84.24
OTHER MATTERS
The Board of Directors does not know of any other matters to be presented
at the Annual Meeting. If any additional matters are properly presented at the
Annual Meeting, the persons named in the enclosed proxy card will have
discretion to vote shares they represent in accordance with their own judgement
on such matters.
It is important that your shares be represented at the Annual Meeting,
regardless of the number of shares which you hold. You are, therefore, urged to
vote by telephone or by using the Internet as instructed on the enclosed proxy
card or execute and return, at your earliest convenience, the enclosed proxy
card in the envelope which has also been enclosed.
THE BOARD OF DIRECTORS
Palo Alto, California
April 23, 2001
14
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APPENDIX A
INFORMATICA CORPORATION
AUDIT COMMITTEE CHARTER
PURPOSE AND AUTHORITY
The audit committee (the "Committee") for the Company, is appointed by the
Company's Board of Directors (the "Board") to assist the Board in monitoring (1)
the integrity of the financial statements of the Company, (2) the compliance by
the Company with legal and regulatory requirements and (3) the independence and
performance of the Company's internal and external auditors.
The Committee shall have the authority to retain special legal, accounting
or other consultants to advise the Committee and, if necessary, to institute
special investigations. The Committee may request any officer or employee of the
Company or the Company's outside counsel or independent auditor to attend a
meeting of the Committee or to meet with any members of, or consultants to, the
Committee.
In addition, the Committee shall undertake those specific duties and
responsibilities listed below and such other duties as the Boards shall from
time to time prescribe.
COMMITTEE MEMBERSHIP
The Committee members (the "Members") shall be appointed by and will serve
at the discretion of the Board. The Committee will consist of at least three (3)
members of the Board subject to the following requirements:
(i) each of the Members must be able to read and understand
fundamental financial statements, including the Company's balance sheet,
income statement, and cash flow statement or must become able to do so
within a reasonable time period after his or her appointment to the
Committee;
(ii) at least one (1) of the Members must have past employment
experience in finance or accounting, requisite professional certification
in accounting, or other comparable experience or background, including a
current or past position as a chief executive or financial officer or other
senior officer with financial oversight responsibilities; and
(iii) each Member must be either (a) an independent director or (b)
the Board must determine it to be in the best interests of the Company and
its stockholders to have one (1) director who is not independent, and the
Board must disclose the reasons for its determination in the Company's
first annual proxy statement or information statement subsequent to such
determination, as well as the nature of the relationship between the
Company and director. Under such circumstances the Company may appoint one
(1) director who is not independent to the Committee, so long as the
director is not a current employee or officer, or an immediate family
member of a current employee or officer.
DUTIES AND RESPONSIBILITIES
The Committee shall report, at least annually, to the Board. Further, the
Committee shall:
1. Review and reassess the adequacy of this Charter annually and
recommend any proposed changes to the Board for approval;
2. Review the annual audited financial statements with management,
including a review of major issues regarding accounting and auditing
principles and practices, and evaluate the adequacy of internal controls
that could significantly affect the Company's financial statements;
3. Review an analysis prepared by management and the independent
auditor of significant financial reporting issues and judgments made in
connection with the preparation of the Company's financial statements;
A-1
18
4. Review with management and the independent auditor the Company's
quarterly financial statements prior to the filing of its Form 10-Q;
5. Meet periodically with management to review the Company's major
financial risk exposures and the steps management has taken to monitor and
control such exposures;
6. Review major changes to the Company's auditing and accounting
principles and practices as suggested by the independent auditor, internal
auditors or management;
7. Recommend to the Board the appointment of the independent auditor,
which firm is ultimately accountable to the Committee and the Board;
8. Approve the fees to be paid to the independent auditor;
9. Receive periodic reports from the independent auditor regarding the
auditor's independence consistent with Independence Standards Board
Standard 1, discuss such reports with the auditor, and if deemed necessary
by the Committee, take or recommend that the full Board take appropriate
action to oversee the independence of the auditor;
10. Evaluate together with the Board the performance of the
independent auditor and, if deemed necessary by the Committee, recommend
that the Board replace the independent auditor;
11. Review, if applicable, the appointment of, and any replacement of,
the senior internal auditing executive;
12. Review, if applicable, the significant reports to management
prepared by the internal auditing department and management's responses;
13. Meet with the independent auditor prior to the audit to review the
planning and staffing of the audit;
14. Obtain from the independent auditor assurance that Section 10A of
the Securities Exchange Act of 1934 has not been implicated.
15. Obtain reports from management and the Company's senior internal
auditing executive, if applicable, that the Company's subsidiary/foreign
affiliated entities are in conformity with applicable legal requirements,
including the Foreign Corrupt Practices Act.
16. Discuss with the independent auditor the matters required to be
discussed by Statement on Auditing Standards No. 61 relating to the conduct
of the audit.
17. Review with the independent auditor any problems or difficulties
the auditor may have encountered, any management letter provided by the
auditor, and the Company's response to that letter. Such review should
include:
a. Any difficulties encountered in the course of the audit work,
including any restrictions on the scope of activities or access to
required information;
b. Any changes required in the planned scope of the internal audit;
and
c. The internal audit department responsibilities, budget and
staffing.
18. Prepare the report required by the rules of the Securities and
Exchange Commission to be included in the Company's annual proxy statement
in accordance with the requirements of Item 306 of Regulation [S-K] and
[S-B] and Item 7(e)(3) of Schedule 14A;
19. Advise the Board with respect to the Company's policies and
procedures regarding compliance with applicable laws and regulations;
20. Review with the Company's outside counsel and General Counsel, if
applicable, legal matters that may have a material impact on the financial
statements, the Company's compliance policies and any material reports or
inquiries received from regulators or governmental agencies;
A-2
19
21. Review related party transactions for potential conflict of
interest; and
22. Provide oversight and review of the Company's asset management
policies, including an annual review of the Company's investment policies
and performance for cash and short-term investments.
While the Committee has the responsibilities and powers set forth in this
Charter, it is not the duty of the Committee to plan or conduct audits or to
determine that the Company's financial statements are complete and accurate and
are in accordance with generally accepted accounting principles. This is the
responsibility of management and the independent auditor. Nor is it the duty of
the Committee to conduct investigations, to resolve disagreements, if any,
between management and the independent auditor or to assure compliance with laws
and regulations.
MEETINGS
The Committee will meet at least two times each year. The Committee may
establish its own schedule which it will provide to the Board in advance.
The Committee will meet at least annually with the chief financial officer,
the senior internal auditing executive, and the independent auditor in separate
executive sessions. The Committee will meet with the independent auditors of the
Company, at such times as it deems appropriate, to review the independent
auditor's examination and management report.
MINUTES
The Committee will maintain written minutes of its meetings, which minutes
will be filed with the minutes of the meetings of the Board.
A-3
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APPENDIX B
DETACH HERE
PROXY
INFORMATICA CORPORATION
PROXY FOR 2001 ANNUAL MEETING OF STOCKHOLDERS
The undersigned stockholder of Informatica Corporation, a Delaware
corporation ("Informatica"), hereby acknowledges receipt of the Notice of Annual
Meeting of Stockholders and accompanying Proxy Statement each dated April 23,
2001 and hereby appoints Gaurav S. Dhillon and Earl E. Fry, or either of them,
proxies and attorneys-in-fact, each with full power of substitution, to
represent the undersigned at the Annual Meeting of Stockholders of Informatica
to be held on Thursday, May 24, 2001 at 3:00 p.m. local time at Informatica's
corporate offices located at 3350 West Bayshore Road, Palo Alto, California and
at any adjournment thereof, and to vote all shares of Common Stock of
Informatica held of record by the undersigned on April 9, 2001 as hereinafter
specified upon the proposals listed on the reverse side.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF INFORMATICA
FOR THE ANNUAL MEETING OF STOCKHOLDERS ON MAY 24, 2001. IN ORDER TO
ASSURE YOUR REPRESENTATION AT THE ANNUAL MEETING OF STOCKHOLDERS, PLEASE
COMPLETE, SIGN, DATE, AND RETURN THIS PROXY CARD PROMPTLY IN THE ENCLOSED
ENVELOPE. THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN. IF NO SPECIFICATION IS MADE, THIS PROXY WILL BE VOTED "FOR" THE
PROPOSALS BELOW AND AS SAID PROXIES DEEM ADVISABLE ON SUCH OTHER MATTERS AS MAY
PROPERLY COME BEFORE THE ANNUAL MEETING. THE BOARD OF DIRECTORS UNANIMOUSLY
RECOMMENDS A VOTE "FOR" THESE PROPOSALS.
CONTINUED AND TO BE SIGNED ON REVERSE SIDE
21
Annual Meeting of Stockholders
INFORMATICA CORPORATION
May 24, 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.
TO VOTE BY INTERNET
-------------------
Please access the web page at "www.voteproxy.com" and follow the on-screen
instructions. Have your control number available when you access the web page.
YOUR CONTROL NUMBER IS ____________________
PLEASE DETACH AND MAIL IN THE ENVELOPE PROVIDED
[X] PLEASE MARK VOTES AS IN THIS EXAMPLE.
1. Election of Class I Director:
Nominee: Vincent R. Worms [ ] FOR [ ] WITHHELD
2. Ratification of appointment of Ernst & Young LLP as independent auditors of
Informatica for the year ending December 31, 2001.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
STOCKHOLDERS ARE URGED TO COMPLETE, SIGN, DATE, AND RETURN THIS PROXY IN THE
ENVELOPE PROVIDED, WHICH REQUIRES NO POSTAGE IF MAILED WITHIN THE UNITED STATES.
MARK HERE Address:
FOR ADDRESS ------------------------------------
CHANGE AND
NOTE AT RIGHT [ ] ------------------------------------
------------------------------------
------------------------------------
SIGNATURE DATE
--------------------------------- -----------------
SIGNATURE DATE
--------------------------------- -----------------
Please sign exactly as your name appears hereon. When shares are registered in
the names of two or more persons, whether as joint tenants, as community
property or otherwise, both or all of such persons should sign. When signing as
attorney, executor, administrator, trustee, guardian or another fiduciary
capacity, please give full title as such. If a corporation, please sign in full
corporate name by President or other authorized person. If a partnership, please
sign in partnership name by authorized person.