SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
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Filed by a Party other than the Registrant |_|
Check the appropriate box:
|X| Preliminary Proxy Statement
|_| Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
|_| Definitive Proxy Statement
|_| Definitive Additional Materials
|_| Soliciting Material Under Rule 14a-12
VISX, INCORPORATED
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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)
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|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:
common stock, $.01 par value per share
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computed pursuant to Exchange Act Rule 0-11 (set forth the
amount on which the filing fee is calculated and state how it
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|_| 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.
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(4) Date Filed:
[VISX LOGO]
VISX, Incorporated
3400 Central Expressway
Santa Clara, California 95051-0703
(408) 733-2020
----------------
To our Stockholders:
You are cordially invited to attend the Annual Meeting of Stockholders
of VISX, Incorporated to be held at 8:00 a.m., local time, on
, 2002, at The Santa Clara Convention Center located at 5001
Great America Parkway, Santa Clara, California 95054. The Notice of, and
Proxy Statement for, the 2002 Annual Meeting of Stockholders follow. The
2002 Annual Report is enclosed.
At the Annual Meeting, stockholders will elect seven persons to serve
as directors until the next Annual Meeting and until their successors have
been elected and qualified (Item 1 on your Proxy). The Proxy Statement
contains information regarding the Company's nominees for election to the
Board of Directors. Your Board of Directors recommends that you vote FOR
the Company's slate of nominees named in this Proxy Statement.
Stockholders will also vote to ratify the Board's appointment of
Arthur Andersen LLP as the Company's independent public accountants for the
year ending December 31, 2002 (Item 2 on your Proxy). Your Board recommends
that you vote FOR the ratification of the appointment of Arthur Andersen LLP.
Your vote is important. Whether or not you plan to attend the Annual
Meeting, we request that you complete, date, sign and return the enclosed
gold proxy card promptly in the enclosed pre-addressed envelope. No postage
is necessary if you mail your proxy in the United States. You may revoke
your proxy at any time prior to the Annual Meeting. If you attend the
Annual Meeting and wish to change your proxy vote, you may do so
automatically by voting in person at the Annual Meeting.
You should be aware that you may hear from a stockholder group headed
by Carl C. Icahn seeking to solicit proxies to elect his nominees for
director. We urge you not to sign any proxy card provided by the Icahn
group until we have had a chance to respond.
Sincerely,
Elizabeth H. Davila
Chairman of the Board, President
and Chief Executive Officer
Santa Clara, California
March , 2002
[VISX LOGO]
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held , 2002
To the Stockholders:
The Annual Meeting of Stockholders of VISX, Incorporated (the
"Company") will be held on , , 2002 at 8:00 a.m., local
time, at The Santa Clara Convention Center located at 5001 Great America
Parkway, Santa Clara, California 95054 for the following purposes:
1. To elect seven directors to serve until the next Annual Meeting
and until their successors have been elected and qualified;
2. To ratify the appointment of Arthur Andersen LLP as the Company's
independent auditors for the year ending December 31, 2002; and
3. To act upon such other matters as may properly come before the
meeting or any adjournment or postponement thereof.
The foregoing items of business are more fully described in the Proxy
Statement accompanying this Notice. Only stockholders of record at the
close of business on March 18, 2002 are entitled to notice of, and to
attend and vote at, the meeting and at any postponement or adjournment
thereof. A list of stockholders entitled to vote at the Annual Meeting will
be available for inspection at the offices of the Company located at 3400
Central Expressway, Santa Clara, California 95051-0703.
For the Board of Directors
John F. Runkel, Jr.
Secretary
Santa Clara, California
March , 2002
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| YOUR VOTE IS IMPORTANT |
| |
| It is important that all stockholders be represented at the Annual |
| Meeting. Therefore, in order to assure your representation whether or not |
| you plan to attend the meeting, please complete, date, sign, and return |
| the enclosed gold proxy card promptly in the accompanying reply envelope. |
| No postage is necessary if mailed in the United States. You may revoke |
| your proxy at any time prior to the Annual Meeting. If you attend the |
| Annual Meeting and wish to change your proxy vote, you may do so |
| automatically by voting in person at the Annual Meeting. |
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VISX, INCORPORATED
_________________
PROXY STATEMENT
2002 ANNUAL MEETING OF STOCKHOLDERS
_________________
INFORMATION CONCERNING VOTING AND PROXY SOLICITATION
General
These proxy materials are furnished in connection with the
solicitation of proxies on behalf of the Board of Directors of VISX,
Incorporated (the "Company") for the Annual Meeting of Stockholders to be
held on , 2002 at 8:00 a.m., local time, and at any adjournment
or postponement of the Annual Meeting. The Annual Meeting will be held at
The Santa Clara Convention Center located at 5001 Great America Parkway,
Santa Clara, California 95054. The telephone number at the meeting location
is (408) 748-7000. This Proxy Statement, Notice of Annual Meeting and the
accompanying gold proxy card will be mailed to stockholders on or about
March , 2002.
A copy of the Company's Annual Report for the year ended December 31,
2001, including financial statements, accompanies this Proxy Statement. The
Annual Report is not to be regarded as proxy soliciting material or as a
communication by means of which any solicitation is to be made.
The specific proposals to be considered and acted upon at the Annual
Meeting are summarized in the accompanying Notice of Annual Meeting of
Stockholders. Each proposal is described in more detail in this Proxy
Statement.
Outstanding Voting Stock
The Company's Common Stock is the only class of security entitled to
vote at the Annual Meeting. Only stockholders of record at the close of
business on March 18, 2002 will be entitled to vote on all matters to come
before the meeting. Each outstanding share of Common Stock entitles its
holder to cast one vote for each matter to be voted upon. As of March 18,
2002, there were approximately shares of Common Stock
outstanding and entitled to vote at the Annual Meeting.
Quorum and Vote Required
Votes cast by proxy or in person at the Annual Meeting will be
tabulated by the Inspector of Elections, EquiServe, L.P. (the "Inspector"),
the Company's Transfer Agent. The Inspector will also determine whether or
not a quorum is present. The presence at the Annual Meeting, in person or
by proxy, of the holders of a majority of the shares of Common Stock
outstanding on March 18, 2002 will constitute a quorum. All proxies
representing shares that are entitled to vote at the meeting will be
counted toward establishing a quorum, regardless of whether such proxies
contain abstentions or broker non-votes.
The affirmative vote of a plurality of the votes cast at the meeting
is required for the election of directors. A properly executed proxy marked
"Withhold Authority" and broker non-votes with respect to the election of
one or more directors will not be voted with respect to the director or
directors indicated. The affirmative vote of the holders of a majority of
the votes cast at the meeting will be required to ratify each other
proposal.
Whether or not you are able to attend the Annual Meeting, you are
urged to complete and return the enclosed gold proxy and return it in the
enclosed self-addressed, prepaid envelope. All valid proxies received prior
to the meeting will be voted. If you specify a choice with respect to any
item by marking the appropriate box on the proxy, the shares will be voted
in accordance with that specification. If no specification is made, the
shares will be voted FOR Proposals 1 and 2 and, in the proxy holders'
discretion, as to other matters that may properly come before the Annual
Meeting.
Revocability of Proxy
You may revoke or change your proxy at any time before the Annual
Meeting. To do this, send a written notice of revocation or another signed
proxy with a later date to the Secretary of the Company, John F. Runkel,
Jr., at the Company's principal executive offices at 3400 Central
Expressway, Santa Clara, California 95051-0703, by 8:00 a.m., local time,
on , 2002. In addition, you may automatically change your proxy
vote by voting in person at the Annual Meeting.
Solicitation
Proxies are being solicited by and on behalf of the Company's Board of
Directors. The Company will bear the entire cost of solicitation, including
the preparation, assembly, printing and mailing of this Proxy Statement.
The Company will also reimburse brokerage firms and other persons
representing beneficial owners of shares for their expense in forwarding
solicitation material to such beneficial owners. The Company has retained
to assist the Company in the solicitation of proxies for
a fee of $ plus reimbursement of reasonable out-of-pocket expenses.
will employ approximately people to solicit the
Company's stockholders. In addition, directors, officers, and other
employees of the Company may solicit proxies without additional
compensation therefor. The methods by which , the
directors, officers and other employees of the Company may solicit proxies
are by mail, telephone, telegram, facsimile or personal communication.
Expenses related to the potential contested solicitation of
stockholders, in excess of those normally spent for an Annual Meeting, are
expected to aggregate approximately $ , of which approximately $ has
been spent to date.
PROPOSAL NO. 1
ELECTION OF DIRECTORS
Nominees
A board of seven directors is to be elected at the Annual Meeting.
Currently the Board of Directors is comprised of the seven nominees. Unless
otherwise instructed, the proxy holders will vote the proxies received for
the Company's seven nominees named below, all of whom are currently
directors of the Company. If any nominee of the Company is unable or
declines to serve as a director at the time of the Annual Meeting, the
proxies will be voted for any substitute nominee designated by the current
Board of Directors to fill the vacancy. The Company does not expect that
any nominee listed below will be unable or will decline to serve as a
director. The term of office of each person elected as a director will
continue until the next Annual Meeting of Stockholders or until his or her
successor has been elected and qualified.
The names of the nominees, and certain information about them, are set
forth below:
Elizabeth H. Davila Director Since 1995
Ms. Davila, 57, has served as Chairman of the Board since May 2001,
President and Chief Executive Officer of the Company since February 2001,
President and Chief Operating Officer from February 1999 to February 2001,
Executive Vice President and Chief Operating Officer from May 1995 to March
1999, and as a Director since December 1995. From 1977 to 1994, Ms. Davila
held senior management positions with Syntex Corporation in its medical
device, medical diagnostics, and pharmaceutical divisions. Ms. Davila also
serves on the Board of Directors of VidaMed, Inc.
Kathryn E. Falberg Director Since 2001
Ms. Falberg, 41, has been a Director of the Company since December
2001. She is currently a consultant to Inamed Corporation, and a part-time
advisor to Amgen Inc., where she served as Senior Vice President, Finance
and Chief Financial Officer from May 1998 to August 2001. Between January
1995 and May 1998, Ms. Falberg served as Amgen's Vice President, Corporate
Controller and Chief Accounting Officer, and Treasurer. From 1984 to 1994,
Ms. Falberg held numerous financial positions at Applied Magnetics
Corporation, the most recent being Vice President, Chief Financial Officer
and Treasurer (1993 to 1994).
Glendon E. French Director Since 1995
Mr. French, 68, has been a Director of the Company since May 1995. He
served as Chairman and Chief Executive Officer of Imagyn Medical, Inc. from
February 1992 until his retirement as Chief Executive Officer in December
1994. He continued to serve as Chairman of Imagyn until April 1995. From
1989 until he joined Imagyn in February 1992, Mr. French was Chairman,
Chief Executive Officer and a director of Applied Immune Sciences, Inc.
From 1982 to 1988, Mr. French was President of the Health and Education
Services Sector of ARA Services, Inc., and from 1972 to 1982, he was
President of American Critical Care (formerly a division of American
Hospital Supply Corp., now known as Dupont Critical Care).
John W. Galiardo Director Since 1996
Mr. Galiardo, 68, has been a Director of the Company since May 1996.
He served as Vice Chairman of the Board of Directors and General Counsel of
Becton Dickinson & Company from 1994 until his retirement in December 1999.
Prior to 1994, he served as Vice President and General Counsel. Mr.
Galiardo joined Becton Dickinson in 1977 and was responsible for the Law
and Patent Departments, Medical Affairs, Corporate Regulatory and Quality
Affairs, the Environment and Safety Departments, and Government Investor,
and Public Affairs. Prior to joining Becton Dickinson, Mr. Galiardo was
Assistant General Counsel of E. R. Squibb & Sons, and before that he was
associated with the law firm of Dewey, Ballantine, Bushby, Palmer & Wood in
New York City. Mr. Galiardo is the past Chairman of the Health Industry
Manufacturers Association.
Jay T. Holmes Director Since 1999
Mr. Holmes, 59, has been a director of the Company since March 1999. He
has been a practicing attorney and business consultant since mid-1996. From
1981 until his retirement in mid-1996, Mr. Holmes held several senior
management positions at Bausch & Lomb Incorporated, the most recent being
Executive Vice President and Chief Administrative Officer from 1995 to 1996
and Senior Vice President and Chief Administrative Officer from 1993 to
1995. From 1983 to 1993, Mr. Holmes was Senior Vice President, Corporate
Affairs, and from 1981 to 1983 Vice President and General Counsel at Bausch
& Lomb. Mr. Holmes was a member of the Board of Directors of Bausch & Lomb
from 1986 until his retirement in 1996. Mr. Holmes also serves on the Board
of Directors of Rochester Energy Group.
Gary S. Petersmeyer Director Since 2001
Mr. Petersmeyer, 55, has been a director of the Company since December
2001. He served as President, Chief Operating Officer, and Director of
Pherin Pharmaceuticals Inc. from 2000 to 2001. From 1997 to 1999, Mr.
Petersmeyer served as President, Chief Executive Officer, and Director of
Collagen Corporation. From 1990 to 1995, Mr. Petersmeyer held several
senior management positions at Syntex Corporation, the most recent being
Vice President, Managed Health Care from 1993 to 1995. Mr. Petersmeyer
served as President, Chief Executive Officer, and Director of Beta Phase
Inc. from 1986 to 1990. From 1982 to 1986, Mr. Petersmeyer served as
President of the Optics Division of Coopervision Inc. and as the General
Manager of its Ophthalmic Products Division. From 1976 to 1982, Mr.
Petersmeyer held a series of positions in corporate development, market
research, and marketing for Syntex Corporation. Mr. Petersmeyer also serves
on the Board of Directors of Eunoe Corporation and as an Advisor to Roxro
Pharmaceutical Inc. in Menlo Park, California.
Richard B. Sayford Director Since 1995
Mr. Sayford, 71, has been a Director of the Company since May 1995. He
has been President of Strategic Enterprises, Inc., a private business
consulting firm specializing in providing services to high technology and
venture firms, since 1979. He is a founding investor of MCI Communications
Co., and served as a member of the Board of Directors of MCI since 1980. He
is also a director of Brightlink Networks, Inc. and HCA -- HealthOne, L.L.C.
Mr. Sayford is former President of Amdahl International, Ltd. and Corporate
Vice President of Amdahl Corporation.
Vote Required and Board of Directors' Recommendation
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE NOMINEES LISTED IN
THIS PROXY STATEMENT. The seven nominees receiving the highest number of
affirmative votes of the shares of Common Stock of the Company present or
represented and entitled to be voted for them shall be elected as
directors. Votes withheld from any director will be counted for purposes of
determining the presence or absence of a quorum for the transaction of
business at the meeting, but have no other legal effect upon election of
directors under Delaware law.
FURTHER INFORMATION CONCERNING
THE BOARD OF DIRECTORS
Board Committees and Meetings
The Board of Directors of the Company held ten meetings during 2001
and acted by unanimous written consent one (1) time. Except for Directors
Falberg and Petersmeyer, who joined the Board of Directors in December
2001, all current directors and nominees attended greater than 75% of the
meetings of the Board of Directors and committees thereof upon which such
director served. The Board of Directors has standing Audit, Compensation
and Governance Committees.
Audit Committee. From January to December 2001, the Audit Committee
consisted of Directors French (chair), Galiardo and Sayford. In December
2001, Director Falberg was appointed to the Audit Committee. The Audit
Committee oversees engagement of the Company's independent auditors,
reviews the arrangements for and scope of the audit by the Company's
independent auditors, and reviews and evaluates the Company's accounting
practices and its systems of internal accounting controls. The Audit
Committee held four meetings during 2001. The Company's Board of Directors
has adopted a charter for the Audit Committee. The Company believes that
all of the members of the Audit Committee qualify as independent directors
under the listing standards of the New York Stock Exchange.
Compensation Committee. From January to December 2001, the
Compensation Committee was comprised of Directors French, Galiardo, Holmes
and Sayford (chair). In December 2001, Director Petersmeyer was appointed
to the Compensation Committee in place of Director Galiardo. The
Compensation Committee sets the compensation of the Company's executive
officers, including salary and bonuses, and administers the Company's stock
option plans. The Compensation Committee held seven meetings during 2001.
Governance Committee. From January to December 2001, the Governance
Committee was comprised of Directors French, Galiardo (chair), Holmes and
Sayford. In December 2001, Directors Falberg and Petersmeyer were appointed
to the Governance Committee in place of Directors French and Sayford. The
Governance Committee considers and reports on all matters relating to the
selection, qualification and compensation of directors and candidates
nominated for the position of director. The Governance Committee held nine
meetings during 2001. Any stockholder desiring to submit a candidate for
consideration by the Governance Committee should send the name and
background information of such proposed candidate to the Office of the
Secretary at 3400 Central Expressway, Santa Clara, California 95051-0703.
Director Compensation
The annual retainer for non-employee directors ($20,000), fees for
each Board meeting the director attended ($2,000), and fees for attendance
at a Board meeting by telephone ($250) and for each Committee meeting
attended ($500) remained the same as the fees paid in 2000. The
compensation for the chairperson of each Committee continued at the same
rate ($750) as the rate paid in 2000. Non-employee directors receive
automatic annual grants of options to purchase 6,000 shares of the
Company's Common Stock. Non-employee directors also receive a one-time
grant of options to purchase 45,000 shares of the Company's Common Stock
upon initial election to the Board of Directors. In addition, directors are
reimbursed for out-of-pocket travel expenses associated with their
attendance at Board and Committee meetings.
Compliance with Section 16(a) of the Exchange Act
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's executive officers and directors and persons who own more than
ten percent of the Company's Common Stock (collectively, "Reporting
Persons") to file reports of ownership and changes in ownership of the
Company's Common Stock with the Securities and Exchange Commission (the
"SEC"). Reporting Persons are required by SEC regulations to furnish the
Company with copies of all Section 16(a) forms that they file. Based solely
on a review of the copies of reporting forms furnished to the Company or
written representations from certain Reporting Persons that no annual forms
were required, the Company believes that all filing requirements were
complied with during 2001. For fiscal year 2000, however, section 16(a)
forms relating to annual option grants were filed late for Mark B. Logan,
Elizabeth H. Davila, Timothy R. Maier, James W. McCollum, David M. Patino,
and Kina Lamblin.
Compensation Committee Interlocks and Insider Participation
The Company's Compensation Committee consists of Directors French,
Holmes, Petersmeyer and Sayford, none of whom have ever been employed by
the Company. Other than Mark B. Logan, who served on the compensation
committees of Abgenix, Inc., Align Technology, Inc. and VIVUS, Inc., no
executive officer of the Company served on the compensation committee of
another entity or on any other committee of the board of directors of
another entity performing similar functions during 2001. Mr. Logan resigned
as Chief Executive Officer in February 2001 and concluded his term as a
director at the Annual Meeting of Stockholders on May 4, 2001. No employee
of Abgenix, Inc., Align Technology, Inc. or VIVUS, Inc. served or serves on
the Board of Directors or the Compensation Committee of the Company.
EXECUTIVE COMPENSATION
Report of the Compensation Committee on Executive Compensation
Compensation Committee. The Compensation Committee of the Board of
Directors is composed entirely of outside directors. The Committee is
responsible for setting and administering the policies and programs that
govern both annual compensation and stock ownership programs for the
executive officers of the Company. The Compensation Committee held seven
meetings during 2001.
Compensation Philosophy. The goals of the Company's compensation
program are to provide a strong and direct link between the Company's
financial performance and executive pay. The Company aligns management
compensation with business objectives and stockholder interests by setting
performance measures and objectives, and tying those objectives to a cash
bonus plan and the use of stock-based incentives. The Committee retains the
services of an independent compensation consulting firm to provide
appropriate market survey data as well as to make specific recommendations
to the Committee with respect to base salaries, cash bonuses, and stock
incentive awards. The Committee retained this consulting firm because of
the firm's expertise in evaluating and assessing compensation requirements
in the Company's geographic region for attracting and retaining high
caliber candidates for executive management positions.
Other key elements of the Company's compensation philosophy include
establishing compensation programs that provide competitive pay systems to
help the Company attract, retain and motivate its executive management. The
Company positions its executive base salaries at the mid-point of survey
data, and in years in which bonuses are earned, total cash compensation is
targeted to be above the average survey data. The decision to grant bonuses
or additional stock incentive awards is keyed to achievement of the annual
business plan for Company-wide goals and individual performance.
Compliance With Internal Revenue Code Section 162(m). The Company is
subject to Section 162(m) of the Internal Revenue Code adopted in 1993,
which limits the deductibility of certain compensation payments to its
executive officers. The Company does not have a policy requiring the
Committee to qualify all compensation for deductibility under this
provision. The Committee's current view is that any non-deductible amounts
will be immaterial to the Company's financial or tax position, and that the
Company derives substantial benefits from the flexibility provided by the
current system, in which the selection and quantification of performance
targets are modified from year to year to reflect changing conditions.
However, the Committee takes into account the net cost to the Company in
making all compensation decisions and will continue to evaluate the impact
of this provision on its compensation programs.
2001 Executive Compensation Program. In 2001, the Company's executive
compensation program integrated the following components: base salary, cash
bonuses and stock option grants. The Committee reviews each component of
executive compensation annually. As an executive's level of responsibility
increases, a greater portion of his or her potential total compensation is
based on performance incentives and less on salary and employee benefits,
causing potentially greater variability in the individual's absolute
compensation level from year to year.
Base Salary. The Committee establishes annual base salary levels for
executives based on competitive survey data, level of experience, position
and responsibility, the prior year's corporate performance and individual
recommendations of executive management.
Incentive Compensation Plan. The Committee has approved a
performance-based executive compensation plan (the "Incentive Compensation
Plan"). The Committee awarded bonuses for 2001 using the criteria as set
forth in that plan. The total pool of monies available for bonuses was set
based on the Committee's assessment of 2001 performance. After reviewing
the Company's 2001 performance, the executives' individual performance and
information provided by the independent compensation consulting firm, the
Committee approved grants of bonuses for the executive officers. All Named
Officers (as defined below) except John F. Runkel, Jr. were awarded cash
bonuses in 2002 based on 2001 performance.
Stock Awards. For 2001, the Committee approved stock option awards for
the executive officers, including the Named Officers. These awards were
made in recognition of the performance of the Company and the contributions
made by the officers in achieving this level of performance.
2001 Chief Executive Officer Compensation. Ms. Davila, in her capacity
as Chief Executive Officer, participated in the same compensation programs
as the other Named Officers. The Committee has targeted Ms. Davila's total
compensation, including compensation derived from the Incentive
Compensation Plan and the stock option plan, at a level it believes is
competitive with the average amount paid by the Company's competitors and
companies with which the Company competes for executive talent. Ms.
Davila's salary was increased to $390,000 for 2001. Ms. Davila received an
Incentive Compensation Plan award in recognition of the achievements of the
Company during 2001 and of her contributions to those achievements.
Submitted by the Compensation Committee
of the Company's Board of Directors:
Glendon E. French
Jay T. Holmes
Gary S. Petersmeyer
Richard B. Sayford
Compensation of Named Executives
Summary Compensation Table. The following table summarizes the total
compensation earned by or paid to the Chief Executive Officer and the four
other most highly compensated executive officers having total cash
compensation for 2001 in excess of $100,000 (collectively, the "Named
Officers") for services rendered to the Company during each of the last
three fiscal years.
Long-Term
Compensation
Awards
----------------
Annual Compensation Number of
-------------------------- Shares All Other
Name and Principal Position Year Salary(1) Bonus(2) Underlying Options Compensation(3)
--------------------------- ----- ----------- ------------- ------------------ ---------------
Mark B. Logan 2001 245,000 -0- -0- 8,215
Chairman of the Board and Chief Executive Officer(4) 2000 420,000 83,000 150,000 8,751
1999 390,000 636,000 300,000 8,124
Elizabeth H. Davila.................................... 2001 390,000 175,000 1,025,000 7,923
Chairman of the Board, President and 2000 300,000 60,000 100,000 7,923
Chief Executive Officer(5) 1999 280,000 289,000 180,000 9,294
Timothy R. Maier....................................... 2001 240,000 80,000 60,000 7,234
Executive Vice President 2000 215,000 43,000 50,000 7,203
and Chief Financial Officer 1999 200,000 183,000 -- 7,269
Douglas H. Post........................................ 2001 240,000 80,000 90,000 7,234
Executive Vice President, 2000 195,000 39,000 30,000 6,912
Operations 1999 170,000 105,000 60,000 6,754
John F. Runkel, Jr. ................................... 2001 213,000 80,000 60,000 6,873
Vice President, General Counsel 2000 N/A N/A N/A N/A
and Corporate Secretary 1999 N/A N/A N/A N/A
Carol F.H. Harner...................................... 2001 210,000 55,600 40,000 7,923
Vice President, Research 2000 195,000 39,000 30,000 7,915
and Development 1999 170,000 116,000 60,000 8,026
____________________
(1) No compensation is paid to officers of the Company for services rendered
as directors.
(2) Includes bonuses earned in the designated year but paid the following year.
Mr. Runkel's bonus was guaranteed for fiscal year 2001.
(3) Represents premiums paid by the Company for Group Term Life Insurance
and, for fiscal year 1999, the Company's contribution of $6,000 under
its 401(k) Plan matching program, for fiscal year 2000, the Company's
contribution of $6,375 under its 401(k) Plan matching program and, for
fiscal year 2001, the Company's contribution of $6,375 under its
401(k) Plan matching program.
(4) Mr. Logan resigned as Chief Executive Officer in February 2001 and
concluded his term as Chairman of the Board at the Company's Annual
Meeting of Stockholders on May 4, 2001.
(5) On February 13, 2001, Ms. Davila was promoted to the position of Chief
Executive Officer, replacing Mr. Logan, who had been the Company's
Chief Executive Officer and Chairman of the Board since 1994. Ms.
Davila began her term as Chairman of the Board of Directors of the
Company at the Annual Meeting of Stockholders on May 4, 2001.
Option Grants in Last Fiscal Year. The table below provides details
regarding stock options granted to the Named Officers in 2001, and the
potential realizable value of those options. The values do not take into
account risk factors such as non-transferability and limits on
exercisability. In assessing these values it should be kept in mind that no
matter what theoretical value is placed on a stock option on the date of
grant, its ultimate value will depend on the market value of the Company's
stock at a future date.
Percent of
Number of Total Market
Shares Options Price
Underlying Granted to on the Exercise Grant Date
Options Employees in Date of Price Expiration Present
Name Granted(1) Fiscal Year Grant per Share Date Value(2)
---- ---------- ------------- -------- ----------- ---------- -------------
Mark B. Logan.................................. -0- -0- N/A N/A N/A N/A
Elizabeth H. Davila............................ 225,000 9% 15.74 15.74 02/12/11 1,710,669.38
800,000 32% 15.90 15.90 02/13/11 6,172,980.00
Timothy R. Maier............................... 60,000 2.4% 15.74 15.74 02/12/11 456,178.50
Douglas H. Post................................ 70,000 2.8% 10.25 10.25 01/02/11 347,477.67
20,000 .8% 15.74 15.74 02/12/11 152,060.90
John F. Runkel, Jr............................. 60,000 2.4% 13.75 13.75 01/29/11 399,539.13
Carol F.H. Harner.............................. 40,000 1.6% 15.74 15.74 02/12/11 304,119.71
__________________
(1) Options granted in 2001 have a ten-year term and vest 25% on the first
anniversary of the grant date, and ratably thereafter at the rate of
1/48 of the total grant per month for three years. The exercisability
of the options is automatically accelerated upon a change in control
of the Company.
(2) Calculated using the Black-Scholes option pricing model. Assumes that
options have a ten-year term. Also assumes a weighted average stock
price volatility of 65%, a current dividend yield of zero, and an
expected weighted average interest rate of 3.8%.
Aggregate Option Exercises in Last Fiscal Year and Fiscal Year-End
Values. The following table provides information with respect to option
exercises in 2001 by the Named Officers and the value of such officers'
unexercised options as of December 31, 2001. The values for "in-the-money"
options represent the spread between the exercise price of any such
existing stock options and the year-end price of Common Stock.
Number of Shares Value of Unexercised
Underlying Unexercised In-the-Money Options at
Shares Options at Fiscal Year-End Fiscal Year-End(2)
Acquired on Value ----------------------------- ----------------------------
Name Exercise Realized(1) Exercisable Unexercisable Exercisable Unexercisable
---- ------------ ----------- -------------- -------------- ------------ -------------
Mark B. Logan............................ 451,017 $3,993,358 928,285 101,571 $ 4,104,222 $ 126,572
Elizabeth H. Davila...................... -- -- 667,605 1,087,503 3,051,136 63,301
Timothy R. Maier......................... -- -- 435,814 151,252 1,784,202 31,651
Douglas H. Post.......................... -- -- 101,457 100,002 364,730 238,491
John F. Runkel, Jr....................... -- -- -0- 60,000 -0- --
Carol F.H. Harner........................ 56,600 $ 812,326 86,831 56,250 188,233 --
______________
(1) Market value of underlying shares at the exercise date minus the
exercise price.
(2) Value of unexercised options is based on the price of the last reported
sale of the Company's Common Stock on the New York Stock Exchange of
$13.25 per share on December 31, 2001 (the last trading day for fiscal
2001), minus the exercise price.
Employment Arrangements
The Company has entered into Change of Control Severance Agreements
(the "Severance Agreements") with each of the Named Officers. The Severance
Agreements provide, among other things, that if the Named Officer's
employment is terminated other than for cause within two years after a
change of control of the Company, the Named Officer is entitled to receive
a lump sum severance payment equal to three times the Named Officer's
annual base salary and bonus. In addition, pursuant to the terms of the
documents governing the grants of options under the Company's option plans,
all outstanding unvested options as of the date of a change of control,
including options held by the Named Officers, become fully vested and
exercisable upon the occurrence of a change of control.
PERFORMANCE GRAPH
The SEC requires the Company to include in this Proxy Statement a
line-graph presentation comparing cumulative, five-year stockholder returns
on an indexed basis with a broad equity market index and either a
nationally recognized industry standard or an index of peer companies
selected by the Company. The following graph assumes that $100 was invested
on December 31, 1996 (the last trading day of that year) in the Company's
Common Stock and each of the comparative markets, and that all dividends
were reinvested. The stock price performance shown on the graph is not
necessarily indicative of future price performance.
The following graph compares the performance of the Company's Common
Stock with the performance of the Standard & Poor's Biotechnical and
Medical Products Group Index and the New York Stock Exchange (U.S.
Composite) Index. The Company's stock began trading on the New York Stock
Exchange on September 7, 2000.
TOTAL RETURN TO STOCKHOLDERS
(Assumes $100 investment on 12/31/96)
[LINE GRAPH OMITTED]
----------------------------------------------------------------------------------------------------------------------
Total Return Analysis
12/31/1996 12/31/1997 12/31/1998 12/31/1999 12/31/2000 12/31/2001
----------------------------------------------------------------------------------------------------------------------
VISX, Incorporated $ 100.00 $ 100.00 $ 395.21 $ 935.62 $ 188.70 $ 239.49
----------------------------------------------------------------------------------------------------------------------
S&P Medical Products $ 100.00 $ 124.64 $ 179.63 $ 285.14 $ 411.31 $ 388.38
----------------------------------------------------------------------------------------------------------------------
NYSE Composite $ 100.00 $ 132.89 $ 157.52 $ 174.76 $ 179.33 $ 161.02
----------------------------------------------------------------------------------------------------------------------
PRINCIPAL STOCKHOLDERS
The following table sets forth certain information known to the
Company regarding the beneficial ownership of the Company's Common Stock as
of March 18, 2002 by (1) each person known to the Company to own more than
5% of the issued and outstanding Common Stock, (2) each of the Company's
directors, (3) each of the Named Officers, and (4) all directors, nominees
and officers as a group. Except as otherwise indicated, each person has
sole voting and investment power with respect to all shares shown as
beneficially owned, subject to community property laws where applicable.
Common Approximate
Stock Percent
Beneficially Beneficially
Beneficial Owner Owned Owned
---------------- --------------- -------------
Carl C. Icahn.................................................................... 6,020,005(1) 10.96%
c/o Icahn Associates Corp.
767 Fifth Avenue
47th Floor
New York, New York 10153
Massachusetts Financial Services Company......................................... 5,720,206(2) 10.9%
500 Boylston Street
Boston, Massachusetts 02116
Waddell & Reed Investment Management Company..................................... 4,487,400(3) 8.2%
6300 Lamar Avenue
Overland Park, Kansas 66202
Mark B. Logan.................................................................... 768,921(4) 1.4%
Elizabeth H. Davila.............................................................. 1,006,668(5) 1.9%
Kathryn E. Falberg............................................................... --0-- NA
Glendon E. French................................................................ 40,375(6) +
John W. Galiardo................................................................. 70,375(7) +
Carol F.H. Harner................................................................ 109,777(8) +
Jay T. Holmes.................................................................... 92,855(9) +
Timothy R. Maier................................................................. 517,241(10) +
Gary S. Petersmeyer.............................................................. --0-- NA
Douglas H. Post.................................................................. 149,331(11) +
John F. Runkel, Jr. ............................................................. 18,937(12) +
Richard B. Sayford............................................................... 69,175(13) +
All directors and officers as a group (16 persons)............................... 2,874,800(14) 5.2%
____________________
+ Represents less than 1% of the Company's outstanding Common Stock.
(1) As reported on the amended Schedule 13D filed with the SEC on or
about November 20, 2001. The persons covered by the amended Schedule
13D are High River Limited Partnership ("High River"), Barberry Corp.
("Barberry"), Carl C. Icahn ("Icahn") and Gail Golden ("Golden").
High River reported sole voting power and sole dispositive power with
respect to 3,245,505 shares. Barberry reported sole voting power and sole
dispositive power with respect to 2,774,500 shares and shared voting
power and shared dispositive power with respect to 3,245,505 shares.
Icahn has shared voting power and shared dispositive power with
respect to 6,020,005 shares. Golden has sole voting power and sole
dispositive power with respect to 1,990 shares.
(2) As reported on the amended Schedule 13G filed with the SEC on or
about February 12, 2002. Massachusetts Financial Services Company
reported sole voting power with respect to 5,403,406 shares and sole
dispositive power with respect to the 5,720,206 shares.
(3) As reported on Schedule 13G filed with the SEC on or about January
16, 2002. Waddell & Reed Investment Management Company reported sole
voting power and sole dispositive power with respect to the 4,487,400
shares.
(4) Mr. Logan's total does not reflect open market transactions that may
have occurred following the conclusion of his term as a Director on
May 4, 2001. Mr. Logan's total includes options to purchase 720,944
shares that will be exercisable on or before May 17, 2002.
(5) Ms. Davila's total includes options to purchase 1,006,668 shares that
will be exercisable on or before May 17, 2002.
(6) Mr. French's total includes options to purchase 40,375 shares that
will be exercisable on or before May 17, 2002.
(7) Mr. Galiardo's total includes options to purchase 66,375 shares that
will be exercisable on or before May 17, 2002.
(8) Dr. Harner's total includes options to purchase 102,454 shares that
will be exercisable on or before May 17, 2002.
(9) Mr. Holmes' total includes options to purchase 89,375 shares that
will be exercisable on or before May 17, 2002.
(10) Mr. Maier's total includes options to purchase 488,939 shares that
will be exercisable on or before May 17, 2002.
(11) Mr. Post's total includes options to purchase 137,914 shares that
will be exercisable on or before May 17, 2002.
(12) Mr. Runkel's total includes options to purchase 18,437 shares that
will be exercisable on or before May 17, 2002.
(13) Mr. Sayford's total includes options to purchase 68,375 shares that
will be exercisable on or before May 17, 2002.
(14) The total includes options to purchase an aggregate of 2,739,856
shares held by non-employee directors and officers that will be
exercisable on or before May 17, 2002.
PROPOSAL NO. 2
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
The Company is asking the stockholders to ratify the appointment of
Arthur Andersen LLP as the Company's independent auditors for the year
ending December 31, 2002. Arthur Andersen LLP has audited the Company's
financial statements since May 1988. Representatives of Arthur Andersen LLP
are expected to attend the Annual Meeting and will have the opportunity to
make a statement if they desire to do so and to answer appropriate
questions.
Fees billed to the Company by Arthur Andersen LLP during 2001
o Audit Fees:
Audit fees billed to the Company by Arthur Andersen LLP during 2001
for review of the Company's annual financial statements and those financial
statements included in the Company's quarterly reports on Form 10-Q totaled
$168,300.
o Financial Information Systems Design and Implementation Fees:
The Company did not engage Arthur Andersen LLP to provide advice to
the Company regarding financial information systems design and
implementation during 2001.
o All Other Fees:
Fees billed to the Company by Arthur Andersen LLP during 2001 for all
other non-audit services rendered to the Company, including tax-related
services totaled $210,700.
Independence and Stockholders' Ratification of the Selection of Arthur
Andersen LLP
The Audit Committee has considered whether the provision of non-audit
services by Arthur Andersen LLP is compatible with maintaining the
independence of Arthur Andersen LLP. The Audit Committee has determined
that the performance of such non-audit services did not impair the
independence of Arthur Andersen LLP. Stockholder ratification of the
selection of Arthur Andersen LLP as the Company's independent public
accountants is not required by the Company's Bylaws or other applicable
legal requirement. However, the Board is submitting the selection of Arthur
Andersen LLP to the stockholders for ratification as a matter of good
corporate practice. If the stockholders fail to ratify the selection, the
Audit Committee and the Board will reconsider whether or not to retain that
firm. Even if the selection is ratified, the Board at its discretion may
direct the appointment of a different independent auditing firm at any time
during the year if it determines that such a change would be in the best
interests of the Company and its stockholders.
Vote Required and Board of Directors' Recommendation
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSAL NUMBER 2.
Ratification of the appointment of Arthur Andersen LLP as the Company's
independent auditors for the year ending December 31, 2002 will require the
affirmative vote of a majority of the shares of Common Stock represented in
person or by proxy and entitled to vote, and voting with respect to this
proposal, at the Annual Meeting.
REPORT OF AUDIT COMMITTEE
The Audit Committee is comprised entirely of independent non-employee
directors. The Audit Committee oversees engagement of the Company's
independent auditors, reviews the arrangements for and scope of the audit
by the Company's independent auditors, and reviews and evaluates the
Company's accounting practices and its systems of internal accounting
controls. The Audit Committee has reviewed and discussed the Company's
audited financial statements for 2001 with the Company's management and
with the independent auditors. The Audit Committee has also discussed with
the independent auditors the matters required to be considered with the
auditors by Statement of Auditing Standards No. 61. The Audit Committee has
received written communication and the letter from the independent auditors
required by Independence Standards Board Standard No. 1 and has discussed
with the independent auditors their independence from the Company. Based on
the foregoing activities, the Audit Committee has recommended to the Board
of Directors that the Company's audited financial statements for the year
2001 be included in the Company's report on Form 10-K for such year, which
was filed with the Securities and Exchange Commission on March , 2002.
Submitted by the Audit Committee
of the Company's Board of Directors:
Kathryn E. Falberg
Glendon E. French
John W. Galiardo
Richard B. Sayford
ITEMS NOT CONSTITUTING SOLICITING MATERIAL
The Compensation Committee and Audit Committee reports included herein
shall not constitute "soliciting material" or be deemed to be "filed" with
the SEC under the Securities Exchange Act of 1934, as amended, and the
applicable rules and regulations thereunder.
OTHER MATTERS
Other Matters to be Presented
The Board knows of no matters other than the election of directors and
ratification of the Company's independent auditors to be presented for
stockholder action at the Annual Meeting. However, if other matters do
properly come before the Annual Meeting or any adjournment or postponement
thereof, the Board intends that the persons named in the proxies will vote
upon such matters in accordance with their best judgment.
Participants in the Solicitation
Under applicable regulations of the Securities and Exchange Commission
("SEC"), each member of the Board of Directors, certain executive officers
of the Company and certain other corporate officers of the Company may be
deemed to be "participants" in the Company's solicitation of proxies. The
principal occupation and business address of each person who may be deemed
a participant are set forth in Appendix A hereto. Certain information
relating to the directors, executive officers and other participants of the
Company, including certain information regarding their transactions with
respect to the Company's securities, is listed in Appendix A.
Possible Stockholder Solicitation
On November 20, 2001, Barberry Corp. ("Barberry"), an entity affiliated
with Carl C. Icahn, submitted a notice to the Company stating that Barberry
intended to nominate a slate of directors to the Company's Board of
Directors. The notice stated that Barberry and its affiliates, including Mr.
Icahn, High River Limited Partnership and Gail Golden, beneficially own an
aggregate 10.96% of the outstanding Common Stock of the Company. The Company
does not know if the Icahn group will initiate a proxy contest.
In connection with the 2001 Annual Meeting, the Icahn group engaged in
a proxy solicitation seeking to elect a slate of nominees to the Company's
Board of Directors. Two days before the Company's 2001 Annual Meeting, the
Icahn group withdrew its slate of nominees and terminated its solicitation
of proxies. Based upon the status of the voting known to the Company at
that time, the Company believes that the Icahn group nominees would have
been defeated by a very substantial margin.
In the course of pursuing the proxy contest in connection with the
2001 Annual Meeting, certain members of the Icahn group stated that they were
willing to engage in a cash merger with VISX in which VISX shareholders
would receive $32 per share, subject to due diligence and financing. VISX
was skeptical of the Icahn group's intentions, but agreed to permit the
Icahn group to perform a due diligence investigation. Following execution of
the confidentiality agreement, neither the Icahn group nor their advisors
arranged to review the Company's due diligence materials.
THE BOARD OF DIRECTORS OF THE COMPANY UNANIMOUSLY RECOMMENDS THAT YOU
VOTE "FOR" THE BOARD'S NOMINEES ON THE ENCLOSED PROXY CARD.
Stockholder Proposals for 2003 Annual Meeting
Stockholder proposals that are intended to be presented pursuant to
Rule 14a-8 under the Securities Exchange Act of 1934 at the Annual Meeting
of the Company in the year 2003 must be received at the executive offices of
the Company (3400 Central Expressway, Santa Clara, California 95051-0703,
Attention: Office of the Secretary) on or before November , 2002 in order
to be considered for inclusion in the year 2003 Proxy Statement and Proxy.
In addition, under the advance notice provisions of the Company's Bylaws,
written notice of proposals outside of Rule 14a-8 under the Securities
Exchange Act of 1934 must be delivered to or mailed and received at the
executive offices of the Company in accordance with the requirement set
forth in the Company's Bylaws on or before November , 2002. Therefore, in
order for proposals of stockholders made outside of Rule 14a-8 under the
Exchange Act to be considered "timely" within the meaning of Rule 14a-4(c)
under the Securities Exchange Act of 1934, such proposals must be delivered
to or mailed and received at the executive offices of the Company on or
before November , 2002.
* * * *
If you have any questions or require assistance, please contact:
APPENDIX A
INFORMATION CONCERNING THE DIRECTORS AND CERTAIN OFFICERS OF THE
COMPANY WHO MAY ALSO SOLICIT PROXIES
The following table sets forth the name, principal business address and
present address of any corporation or other organization in which their
employment is carried on, of the directors and certain officers of the
Company ("Participants") who may also solicit proxies from stockholders of
the Company. Unless otherwise indicated, the principal occupation refers to
such person's position with the Company and the business address is VISX,
Incorporated, 3400 Central Expressway, Santa Clara, California 95051-0703.
Directors
The principal occupations of the Company's directors who are deemed
Participants in the solicitation are set forth on pages and of this
Proxy Statement. The principal business address of Ms. Davila is that of the
Company. The name and business address of the other director-Participants'
organization of employment are as follows:
Name Address
---- -------
Kathryn E. Falberg............. VISX, Incorporated
3400 Central Expressway
Santa Clara, California 95051-0703
Glendon E. French.............. VISX, Incorporated
3400 Central Expressway
Santa Clara, California 95051-0703
John W. Galiardo............... VISX, Incorporated
3400 Central Expressway
Santa Clara, California 95051-0703
Jay T. Holmes.................. VISX, Incorporated
3400 Central Expressway
Santa Clara, California 95051-0703
Gary S. Petersmeyer............ VISX, Incorporated
3400 Central Expressway
Santa Clara, California 95051-0703
Richard B. Sayford............. VISX, Incorporated
3400 Central Expressway
Santa Clara, California 95051-0703
Executive Officers and Certain Corporate Officers
Name Principal Occupation
---- --------------------
Elizabeth H. Davila............ Chairman of the Board, President
and Chief Executive Officer
Timothy R. Maier............... Executive Vice President, Chief
Financial Officer and Treasurer
Douglas H. Post................ Executive Vice President, Operations
Derek A. Bertocci.............. Vice President, Controller
Donald L. Fagen................ Vice President, Global Sales
Carol F.H. Harner, Ph.D........ Vice President, Research and Development
Catherine E. Murphy............ Vice President, Human Resources
John F. Runkel, Jr............. Vice President, General Counsel and
Secretary
Alan F. Russell, Ph.D.......... Vice President, Regulatory and Clinical
Affairs
Joaquin V. Wolff............... Vice President, Global Marketing
Information Regarding Ownership of the Company's Securities by Participants
The number of shares of common stock of the Company held by directors
and the Named Officers is set forth on page of this Proxy Statement. This
information includes shares that may be acquired by the exercise of stock
options on or before May 17, 2002.
Information Regarding Transactions in the Company's Securities by Participants
The following table sets forth purchases and sales of the Company's
securities by the Participants listed below during the past two years.
Unless otherwise indicated, all transactions are in the public market.
Number of
Shares of Common
Stock Purchased ("P")
Name Date or Sold ("S") Footnote
---- --------- --------------------- --------
Elizabeth H. Davila............................................ 05/31/00 353 P (2)
11/30/00 429 P (2)
05/31/01 471 P (2)
Kathryn E. Falberg............................................. --0--
Glendon E. French.............................................. 05/10/01 8,000 S (1)
09/06/01 6,000 S (1)
John W. Galiardo............................................... --0--
Jay T. Holmes.................................................. 02/25/00 3,100 P (3)
Gary S. Petersmeyer............................................ --0--
Richard B. Sayford............................................. --0--
Timothy R. Maier............................................... 05/31/00 379 P (2)
11/30/00 609 P (2)
05/31/01 765 P (2)
11/30/01 625 P (2)
John F. Runkel, Jr............................................. 10/23/00 500 P (3)
_______________________
(1) Transaction effected through a same-day sale.
(2) Transaction effected through an Employee Stock Purchase Plan purchase.
(3) Transaction effected through an open-market purchase.
Miscellaneous Information Concerning Participants
Except as described in this Appendix A or in the Proxy Statement, none
of the Participants nor any of their respective affiliates or associates
(together, the "Participant Affiliates"), (i) directly beneficially owns any
shares of Common Stock of the Company or any securities of any subsidiary of
the Company or (ii) has had any relationship with the Company in any
capacity other than as a stockholder, employee, officer or director.
Furthermore, except as described in this Appendix A or in the Proxy
Statement, no Participant or Participant Affiliate is either a party to any
transaction or series of transactions since January 1, 2001, or has
knowledge of any currently proposed transaction or series of transactions,
(i) to which the Company or any of its subsidiaries was or is to be a party,
(ii) in which the amount involved exceeds $60,000, and (iii) in which any
Participant or Participant Affiliate had or will have, a direct or indirect
material interest.
Except for the employment agreements described in the Proxy Statement,
no Participant or Participant Affiliate has entered into any agreement or
understanding with any person respecting any future employment by the
Company or its affiliates or any future transactions to which the Company or
any of its affiliates will or may be a party. Except as described in this
Appendix A or in the Proxy Statement, there are no contracts, arrangements
or understandings by any Participant or Participant Affiliate within the
past year with any person with respect to the Company's Common Stock.
FORM OF PROXY
GOLD PROXY
VOTE BY TELEPHONE VOTE BY INTERNET
It's fast, convenient, and It's fast, convenient, and your
immediate! vote is immediately confirmed
Call Toll-Free on a Touch-Tone and posted.
Phone:
Follow these four easy steps: Follow these four easy steps:
1. Read the accompanying Proxy 1. Read the accompanying Proxy
Statement and Proxy Card. Statement and Proxy Card.
2. Call the toll-free number 2. Go to the Website
For stockholders residing outside
the United States call collect on 3. Enter your 14-digit Voter
a touch-tone phone Control Number located on your
Proxy Card above your name.
3. Enter your 14-digit Voter Control 4. Follow the instructions
Number located on your Proxy Card provided.
above your name.
4. Follow the recorded instructions.
Your vote is important! Your vote is important!
Call anytime! Go to anytime!
DO NOT RETURN YOUR PROXY CARD IF YOU ARE VOTING BY TELEPHONE OR INTERNET.
-------------------------------DETACH HERE-------------------------------------
SIGN, DATE AND MAIL YOUR PROXY TODAY
[X] PLEASE MARK VOTES AS IN THIS EXAMPLE.
STOCKHOLDERS ARE URGED TO DATE, MARK, SIGN, AND RETURN THIS PROXY IN
THE ENVELOPE PROVIDED, WHICH REQUIRES NO POSTAGE IF MAILED WITHIN THE
UNITED STATES.
YOUR VOTE IS VERY IMPORTANT TO US
WE RECOMMEND A VOTE "FOR" THE ELECTION OF DIRECTORS AND THE FOLLOWING PROPOSALS
1. To elect the following seven Directors:
Nominees: For Withheld
[ ] [ ]
(01) Elizabeth H. Davila
(02) Kathryn E. Falberg
(03) Glendon E. French
(04) John W. Galiardo
(05) Jay T. Holmes
(06) Gary S. Petersmeyer
(07) Richard B. Sayford
---------------------------------------
[ ] For all nominees except as noted above
2. To ratify the appointment of For Against Abstain
independent public accountants. [ ] [ ] [ ]
3. To act upon such other matters For Against Abstain
as may properly come before [ ] [ ] [ ]
the meeting or any adjournment
or postponement thereof.
[ ] MARK HERE IF YOU PLAN TO ATTEND THE MEETING
[ ] MARK HERE FOR ADDRESS CHANGE AND NOTE BELOW
Please sign exactly as your name(s) appears on your stock certificate. If shares
are issued in the name of two or more persons, all such persons should sign
the proxy. A proxy executed by a corporation should be signed in its name by
its authorized officers. Executors, administrators, trustees and partners
should indicate their positions when signing.
REGISTRATION
Signature: ________________ Date: ______________ Signature if held jointly: _______________ Date: ______________
PROXY SOLICITED ON BEHALF OF BOARD OF DIRECTORS
The undersigned hereby appoints Elizabeth H. Davila as proxy to vote
at the Annual Meeting of Stockholders of VISX, Incorporated (the "Company")
to be held on __________, 2002 at 8:00 a.m. local time, and at any
adjournment or postponement thereof, hereby revoking any proxies previously
given, to vote all shares of Common Stock of the Company held or owned by
the undersigned as directed below, and in their discretion upon such other
matters as may come before the meeting.
IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR EACH NOMINEE FOR
DIRECTOR, FOR PROPOSAL 2 AND AT THE DISCRETION OF THE PROXY HOLDER UPON
SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING. IF ANY NOMINEE
FOR DIRECTOR IS UNABLE OR DECLINES TO SERVE AS A DIRECTOR, THIS PROXY WILL
BE VOTED FOR ANY NOMINEE THAT THE PRESENT BOARD OF DIRECTORS DESIGNATES.
[See Reverse Side]
(To be Signed on Reverse Side)