T Preliminary
Proxy Statement
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o
Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
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o Definitive
Proxy Statement
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o Definitive
Additional Materials
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o Soliciting
Material Pursuant to Rule 14a-11(c) or
Rule 14a-12
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T
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No
fee required.
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o
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Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
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(1)
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Title
of each class of securities to which transaction
applies: N/A
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(2)
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Aggregate
number of securities to which transaction
applies: N/A
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(3)
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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): N/A
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(4)
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Proposed
maximum aggregate value of
transaction: N/A
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(5)
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Total
fee paid: $0
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o
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Fee
paid previously with preliminary
materials: N/A
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o
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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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(1)
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Amount
Previously Paid:
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(2)
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Form,
Schedule or Registration Statement
No.:
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(3)
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Filing
Party:
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(4)
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Date
Filed:
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1.
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To
elect eleven directors to serve until the next Annual General Meeting
of
Shareholders;
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2.
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To
receive and adopt the financial statements of the Company for the
Company’s fiscal year ended December 31, 2006, together with the auditors’
report thereon; and
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3.
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To
appoint Deloitte & Touche LLP as the independent registered public
accounting firm for the Company in respect of the fiscal year ended
December 31, 2007 and to authorize the directors to approve their
fee.
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By
order of the Board of Directors,
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Daniel
Penn
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Secretary
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April [__], 2007 |
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·
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Attract
and retain executives with the experience and expertise to drive
us to
achieve our stated objectives. This means that we provide
competitive pay opportunities to executives who are able to deliver
competitive results.
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·
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Reward
executives for creating shareholder value. This means that our
long-term incentive programs are equity-based and that these equity-based
programs represent a significant percentage of the total compensation
opportunity for our executives.
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·
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Provide
a mix of short-term and long-term compensation to achieve a balance
between current income and long-term incentive opportunities that
promote
focus on both annual and multi-year business objectives. The
mix between short-term and long-term is also designed to reflect
the roles
and responsibilities of the individual. This means that senior
executives have a higher percentage of their total potential compensation
tied to variable (versus fixed) pay, and long-term (versus short-term)
pay.
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·
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Create
a strong culture that rewards results and responsibility. This
means that incentive plans reward a combination of our overall results
through the achievement of specific financial goals and individual
accountability and contributions through the use of specific goals
and
objectives.
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·
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Is
appropriate in light of our size, strategy and anticipated
performance. This means that while the Compensation Committee
considers competitive practice in its decision-making, it places
significant emphasis on our specific strategy, financial situation
and
performance in the ultimate determination of compensation
decisions.
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·
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We
reported consolidated revenues of $603.1 million for the year ended
December 31, 2006, a 50% increase over consolidated net revenues
for the
year ended December 31, 2005.
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·
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We
reported Segment EBITDA2 of $218.8 million for the year ended
December 31, 2006, a 39% increase over Segment EBITDA2
for the year ended December 31,
2005.
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·
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The
remarkable results reflect the successful management of the implementation
of a new transparent advertising strategy in the Czech Republic as
well as
continued strong performance of the Romanian and Ukrainian
operations.
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·
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We
raised approximately $168 million through the issuance of 2,530 shares
of
Class A Common Stock in March 2006.
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·
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We
successfully extended our primary broadcast license (for prime time
and
off prime time) in Ukraine for an additional ten
years.
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·
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Active
management of investor relations has resulted in us receiving additional
analyst coverage and has contributed to strong growth in our share
price.
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·
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The
award date of all equity grants shall only occur during a period
when
trading in our shares is permitted in accordance with our Insider
Trading
Policy.
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·
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All
grants to Section 16 officers, including grants to new hires, must
be
approved at a meeting of the Compensation Committee, including telephonic
meetings, and may not occur through action by unanimous written
consent.
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·
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The
grant date of any equity awards approved at a meeting of the Compensation
Committee shall be the date of such meeting or, in connection with
an
anticipated hire or an award to be granted in several installments,
a
future date established by the Compensation Committee at such meeting,
subject to employment commencing.
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·
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The
exercise price for all option awards shall not be less than our stock
price on the date of grant.
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Submitted
by:
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BRUCE
MAGGIN
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HERBERT
A. GRANATH
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MEMBERS
OF THE COMPENSATION COMMITTEE
|
|
Year
|
Salary
($)
|
Bonus
($)
|
Option
awards ($) (2)
|
All
Other Compensation ($)
|
Total
Compensation ($)
|
||||||
Michael
Garin
Chief
Executive Officer
|
2006
|
625,000
|
1,400,000
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913,055
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152,012(3)
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3,090,067
|
|||||
Robert
Burke(1)
Chief
Operating Officer
|
2006
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248,372
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-
|
120,041
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64,482(4)
|
432,895
|
|||||
Wallace
Macmillan
Chief
Financial Officer
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2006
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436,950
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297,774
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188,226
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3,763(5)
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926,713
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|||||
Marina
Williams
Executive
Vice President
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2006
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402,454
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1,021,575
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276,738
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3,736(5)
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1,704,503
|
|||||
Adrian
Sarbu
Regional
Director
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2006
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924,887
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426,887
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86,982
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2,630(5)
|
1,441,386
|
Grant
Date
|
All
Other Option Awards: Number of Securities Underlying
Options
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Exercise
/ Base Price of Option Awards ($/Sh)
|
Grant
Date Fair Value of Stock and Option Award
($)(5)
|
|||||
Michael
Garin
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06/08/2006
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20,000(2)
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56.42
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664,220
|
||||
07/28/2006
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80,000(3)
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60.64
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2,093,120
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|||||
Robert
Burke(1)
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-
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-
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-
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-
|
||||
Wallace
Macmillan
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06/08/2006
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8,000(2)
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56.42
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230,648
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||||
12/14/2006
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12,500(4)
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72.05
|
438,788
|
|||||
Marina
Williams
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05/01/2006
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12,500(5)
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64.81
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415,138
|
||||
Adrian
Sarbu
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06/08/2006
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8,000(2)
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56.42
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230,648
|
Option
Awards
|
||||||||||||
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Grant
Date
|
Number
of Securities Underlying Unexercised Options
(#)
Exercisable
|
Number
of Securities Underlying Unexercised Options
(#)
Unexercisable
|
Equity
Incentive Plan Awards: Number of Securities
Underlying Unexercised
Unearned Options
|
Option
Exercise Price
($)
|
Option
Expiration Date
|
||||||
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|
|
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|
||||||||
Michael
Garin
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87,500
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202,500
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-
|
|
||||||||
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02/02/2004
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80,000
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80,000(2)
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-
|
19.49
|
01/31/2014
|
||||||
|
06/02/2005
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7,500
|
22,500(2)
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-
|
44.50
|
06/01/2015
|
||||||
|
06/08/2006
|
-
|
20,000(2)
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-
|
56.42
|
06/07/2016
|
||||||
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07/28/2006
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-
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80,000(3)
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-
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60.64
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07/27/2016
|
||||||
|
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|
|
|||||||||
Robert
Burke(1)
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178,750
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11,250
|
||||||||||
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04/01/2002
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95,000
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-
|
-
|
2.14
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03/31/2012
|
||||||
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05/29/2003
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80,000
|
-
|
-
|
10.37
|
05/28/2013
|
||||||
|
06/02/2005
|
3,750
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11,250(2)
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-
|
44.50
|
06/01/2015
|
||||||
|
|
|
|
|||||||||
Wallace
Macmillan
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20,833
|
34,667
|
||||||||||
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05/29/2003
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5,000
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-
|
-
|
10.37
|
05/28/2013
|
||||||
|
05/05/2004
|
13,333
|
6,667(4)
|
-
|
18.93
|
05/04/2014
|
||||||
|
06/02/2005
|
2,500
|
7,500(2)
|
-
|
44.50
|
06/01/2015
|
||||||
06/08/2006
|
-
|
8,000(2)
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-
|
56.42
|
06/07/2016
|
|||||||
|
12/14/2006
|
-
|
12,500(2)
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-
|
72.05
|
12/13/2016
|
||||||
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|
|
|||||||||
Marina
Williams
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17,083
|
30,417
|
-
|
|
||||||||
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11/22/2004
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13,333
|
6,667(4)
|
-
|
32.80
|
11/21/2014
|
||||||
|
06/02/2005
|
3,750
|
11,250(2)
|
-
|
44.50
|
06/01/2015
|
||||||
|
05/01/2006
|
-
|
12,500(2)
|
-
|
64.81
|
04/30/2016
|
||||||
|
|
|
|
|||||||||
Adrian
Sarbu
|
5,000
|
15,000
|
||||||||||
|
11/18/2004
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4,000
|
4,000(2)
|
-
|
32.99
|
11/17/2014
|
||||||
|
12/21/2005
|
1,000
|
3,000(2)
|
-
|
57.00
|
12/20/2015
|
||||||
|
06/08/2006
|
-
|
8,000(2)
|
-
|
56.42
|
06/07/2016
|
Option
Awards
|
||||
Number
of Shares Acquired on Exercise
|
Value
Realized on Exercise
($)(3)
|
|||
Michael
Garin
|
-
|
-
|
||
Robert
Burke(1)
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25,000
|
1,561,800
|
||
Wallace
Macmillan
|
15,000
|
757,275
|
||
Marina
Williams(2)
|
-
|
-
|
||
Adrian
Sarbu
|
-
|
-
|
Name
of Director
|
Fees
Earned or Paid in Cash ($)
|
Option
Awards ($)(3)
|
Total
Compensation ($)
|
|||
Ronald
Lauder
|
-
|
166,429(4)
|
166,429
|
|||
Herbert
Granath
|
57,500
|
169,305
|
226,805
|
|||
Frank
Ehmer(1)
|
-
|
-
|
-
|
|||
Charles
Frank
|
62,000
|
114,139
|
176,139
|
|||
Herbert
Kloiber(2)
|
45,833
|
26,306
|
72,139
|
|||
Alfred
Langer
|
62,000
|
155,899
|
217,899
|
|||
Bruce
Maggin
|
55,000
|
119,836
|
174,836
|
|||
Ann
Mather
|
67,000
|
98,534
|
165,534
|
|||
Christian
Stahl(1)
|
-
|
-
|
-
|
|||
Eric
Zinterhofer
|
-
|
110,318
|
110,318
|
Beneficial
Ownership of Class A Common Stock(a)
|
Beneficial
Ownership of Class B Common Stock
|
Common
Stock
|
||||||||||
Name
of Beneficial Owner
|
Number
|
Percent
|
Number
|
Percent
|
%
of Voting Power (b)
|
%
Owner-ship (b)
|
||||||
Ronald
S. Lauder (1)(13)
|
60,000
|
*
|
6,361,139(31)
|
100%
|
64.82%
|
15.67%
|
||||||
Michael
N. Garin
|
127,500(19)
|
*
|
--
|
--
|
*
|
*
|
||||||
Frank
Ehmer(2)
|
--
|
--
|
--
|
--
|
--
|
--
|
||||||
Charles
R. Frank, Jr
|
11,900(20)
|
*
|
--
|
--
|
*
|
*
|
||||||
Herbert
A. Granath
|
38,300(21)
|
*
|
--
|
--
|
*
|
*
|
||||||
Herbert
Kloiber(3)
|
*
|
--
|
--
|
*
|
*
|
|||||||
Alfred
W. Langer
|
32,700(23)
|
*
|
--
|
--
|
*
|
*
|
||||||
Bruce
Maggin
|
14,300(24)
|
*
|
--
|
--
|
*
|
*
|
||||||
Ann
Mather
|
5,500(25))
|
*
|
--
|
--
|
*
|
*
|
||||||
Christian
Stahl(4)
|
--
|
--
|
--
|
--
|
--
|
--
|
||||||
Eric
Zinterhofer
|
9,500(26))
|
*
|
--
|
--
|
*
|
*
|
||||||
|
|
|
|
|
||||||||
Robert
E. Burke (5)
|
100,000
|
*
|
--
|
--
|
*
|
*
|
||||||
Wallace
Macmillan
|
27,500(27)
|
*
|
--
|
--
|
*
|
*
|
||||||
Adrian
Sarbu (6)
|
5,000(28))
|
*
|
--
|
--
|
*
|
*
|
||||||
Marina
Williams
|
11,708(29)
|
*
|
--
|
--
|
*
|
*
|
||||||
|
|
|
|
|||||||||
All
directors and executive officers
as a group (14 persons)
|
443,908(30)
|
1.27%
|
6,361,139
|
100%
|
65.02%
|
16.49%
|
||||||
|
|
|
|
|
||||||||
Federated
Investors, Inc. (7)(14)
|
3,117,988
|
9.01%
|
--
|
--
|
3.19%
|
7.62%
|
||||||
Eric
Semler (8)(15)
|
2,952,685
|
8.53%
|
--
|
--
|
3.02%
|
7.21%
|
||||||
Apax
Partners Europe Managers Limited
(9)(16)
|
60,000
|
*
|
6,312,839
|
100%
|
64.64%
|
15.57%
|
||||||
Apax
Europe VI GP Co. Ltd.(9)(16)
|
60,000
|
*
|
6,312,839
|
100%
|
64.64%
|
15.57%
|
||||||
Testora
Ltd (10)
|
3,500,000
|
10.11%
|
--
|
--
|
3.58%
|
8.55%
|
||||||
Capital
Research and Management Company
(11) (17)
|
2,109,820
|
6.09%
|
--
|
--
|
2.16%
|
5.15%
|
||||||
Morgan
Stanley (12)(18)
|
2,089,980
|
6.04%
|
--
|
--
|
2.14%
|
5.11%
|
||||||
Morgan
Stanley Investment Management,
Inc. (12)(18)
|
1,784,380
|
5.15%
|
--
|
--
|
1.83%
|
4.36%
|
(a)
|
Does
not include 6,374,839 shares of Class A Common Stock issuable upon
conversion of shares of Class B Common Stock. Shares of Class B
Common Stock are convertible at any time into shares of Class A Common
Stock for no additional consideration on a share-for-share
basis.
|
(b)
|
Represents
the percentage of total voting power and the percentage ownership
of the
Class A Common Stock and the Class B Common Stock currently beneficially
owned by each identified shareholder and all directors and executive
officers as a group. The Class A Common Stock and the Class B
Common Stock are the only authorized classes of our capital stock
with
shares outstanding.
|
(c)
|
None
of the shares of the directors or executive officers are
pledged.
|
(1)
|
The
address of Ronald S. Lauder is Suite 4200, 767 Fifth Avenue, New
York, New
York 10153.
|
(2)
|
Frank
Ehmer was appointed to the Board of Directors on September 1, 2006.
Mr.
Ehmer was a nominee of Apax to the Board of
Directors.
|
(3)
|
Herbert
G. Kloiber was appointed to the Board of Directors on February 1,
2006.
|
(4)
|
Christian
Stahl was appointed to the Board of Directors on September 1, 2006.
Mr.
Stahl was a nominee of Apax to the Board of
Directors.
|
(5)
|
Mr.
Burke’s term as President and Chief Operating Officer ended on October
1,
2006 following his resignation.
|
(6)
|
On
August 1, 2006, Adrian Sarbu was appointed to oversee operations
in the
Czech and Slovak Republics in addition to Romania and is a Named
Executive
Officer.
|
(7)
|
Information
in respect of the beneficial ownership of Federated Investors, Inc.
(other
than percentage ownership) is based upon a statement on Schedule
13G/A
filed on February 13, 2007 jointly by Federated Investors, Inc.,
Voting
Shares Irrevocable Trust, John F. Donahue, Rhodora J. Donahue and
J.
Christopher Donahue. The address of Federated Investors, Inc. Voting
Shares Irrevocable Trust, John F. Donahue, Rhodora J. Donahue and
J.
Christopher Donahue is Federated Investors Tower, Pittsburgh, PA
15222-3779.
|
(8)
|
Information
in respect of the beneficial ownership of Eric Semler (other than
percentage ownership) is based upon a statement on Schedule 13G/A
filed by
him on December 29, 2006. The address of Mr. Semler is 888
Seventh Avenue, Suite 1504, New York, New York
10019.
|
(9)
|
Information
in respect of the beneficial ownership of Apax Partners Europe Managers
Limited and Apax Europe VI GP Co. Limited (other than percentage
ownership) is based upon a statement on Schedule 13D jointly filed
by them
on September 6, 2006. The address of Apax Partners Europe Managers
Limited
is 15 Portland Place, London, England W1B 1PT, United Kingdom. The
address
of Apax Europe VI GP Co. Limited is 13-15 Victoria Road, St. Peter
Port,
Guernsey, Channel Islands GYI 3ZD.
|
(10)
|
Information
in respect of the beneficial ownership of Testora Limited (other
than
percentage ownership) is based upon a statement on Schedule 13G filed
by
it on January 11, 2006. The address of Testora Limited is Grigori
Afxentiou, 8, El.Pa. Livadioti, Flat/Office 401, P.C. 6023, Larnaca,
Cyprus.
|
(11)
|
Information
in respect of the beneficial ownership of Capital Research and Management
Company (other than percentage ownership) is based upon a statement
on
Schedule 13G filed by it on February 12, 2007. The address of Capital
Research and Management Company is 333 South Hope Street, Los Angeles,
CA
90071.
|
(12)
|
Information
in respect of the beneficial ownership of Morgan Stanley and Morgan
Stanley Investment Management Inc. (other than percentage ownership)
is
based upon a statement on Schedule 13G jointly filed on February
15, 2007.
Morgan Stanley Investment Management Inc. is a wholly-owned subsidiary
of
Morgan Stanley. The address of Morgan Stanley is 1585 Broadway, New
York,
NY 10036. The address of Morgan Stanley Investment Management Inc.
is 1221
Avenue of the Americas, New York, NY
10020.
|
(13)
|
In
a Schedule 13D/A filed by Mr. Lauder on September 8, 2006, Mr. Lauder
reported that he, RSL Investments Corporation (“RIC”), RSL Investment LLC
(“RIL”) and CME Holdco, L.P. each have joint beneficial ownership with
Apax Partners Europe Managers Limited and Apax Europe VI G.P. Limited
of
6,312,839 shares of Class B Common Stock and 60,000 shares of Class
A
Common Stock. RIC is a holding company for various investments of
Mr.
Lauder. Mr. Lauder is the sole shareholder of RIC. Mr. Lauder is
the sole
Director and Chairman of RIC. RIC is the sole member of RIL. Mr.
Lauder is
President of RIL. RIL is sole general partner of CME Holdco, L.P.
On
August 28, 2006, Mr. Lauder, RIC, RIL and certain others entered
into a
purchase agreement with Adele Guernsey L.P. Pursuant to that agreement,
Mr. Lauder, RSL, RIC, RIL and others contributed all 6,312,839 outstanding
shares of Class B Common Stock and 60,000 shares of Class A Common
Stock
to CME Holdco, acquiring 100% of the partnership interest therein.
Mr.
Lauder and such other persons went on to sell limited partnership
interests to Adele Guernsey L.P, aggregating approximately 49.72%
of the
total partnership interests in CME Holdco. In addition, Mr. Lauder
directly owns currently exercisable options to purchase 48,300 shares
of
Class B Common Stock.
|
(14)
|
Federated
Investors, Inc. (“Parent”) is the parent holding company of Federated
Equity Management Company of Pennsylvania and Federated Global Investment
Management Corp. (the “Investment Advisers”), which act as investment
advisers to registered investment companies and separate accounts
that own
shares of common stock in Central European Media Enterprises Ltd..
All of
the Parent’s outstanding voting stock is held in the Voting Shares
Irrevocable Trust, for which John F. Donahue, Rhodora J. Donahue
and J.
Christopher Donahue act as trustees. The trustees have collective
voting
control over the Parent. According to the Schedule 13G/A filed
on February 13, 2007, each of the Parent and the Trust has sole voting
power and sole dispositive power over 3,117,988 shares of Class A
Common
Stock and each of the Donahues has shared voting power and shared
dispositive power over 3,117,988 shares of Class A Common
Stock.
|
(15)
|
Mr.
Semler has sole power to vote and to dispose of these shares which
consist
of (i) 1,814,379 shares held for the account of TCS Capital Investments;
(ii) 154,105 shares held for the account of TCS Capital; (iii) 964,401
shares held for the account of TCS Capital II; and (iv) 19,800 shares
held
for the account of TCS Select. TCS Capital GP, LLC, a Delaware
limited liability company (“TCS Capital GP”) acts as general partner to
each of TCS Capital Investments, TCS Capital and TCS Capital II.
TCS
Select GP, LLC (“TCS Select GP”), acts as general partner to TCS Select.
Mr. Semler is manager of TCS Capital GP and TCS Select
GP.
|
(16)
|
Apax
Partners Europe Managers Limited (“Apax”), a company organized under the
laws of England, owns all of the issued share capital of APAX WW
Nominees
Limited (“Apax WW Nominees”) and APAX WW No. 2 Nominees Limited (“Apax WW
No. 2 Nominees”). Apax WW Nominees and Apax WW No. 2 Nominees are the
registered owners of 100% of the share capital of Adele (Guernsey)
GP
Limited (“Adele GP”). Apax Europe VI GP Co. Limited, a Guernsey company,
is the general partner of Apax Europe VI GP, L.P. Inc. Apax Europe
VI GP,
L.P. Inc is the general partner of Apax Europe VI-A, L.P. and Apax
Europe
VI-1, L.P (“the Europe VI Funds”). The Europe VI Funds are collectively
the beneficial owner of 100% of Adele GP. Adele GP is the general
partner
of Adele (Guernsey) L.P. In the Schedule 13D filed by Apax on September
6,
2006, Apax and Apax Europe VI GP Co. Limited are reported as having
shared
voting power over 60,000 shares of Class A Common Stock and 6,312,839
shares of Class B Common Stock.
|
(17)
|
In
the Schedule 13G filed on February 12, 2007, Capital Research and
Management Company reported that it is a registered investment adviser
that does not own any shares in the Company for its own account but
is
deemed to be a beneficial owner as it acts as an investment advisor
to a
group of mutual funds that own our
shares.
|
(18)
|
In
the Schedule 13G filed on February 15, 2007, Morgan Stanley reports
that
it has sole dispositive power over 2,089,980 shares of Class A Common
Stock and sole voting power over 1,950,380 shares of Class A Common
Stock.
Morgan Stanley Investment Management Inc. reports that it has sole
dispositive and sole voting power over 1,784, 380 shares of Class
A Common
Stock.
|
(19)
|
Consists
of (i) 120,000 shares of Class A Common Stock underlying options
which are
currently exercisable, or will become exercisable within 60 days,
at an
exercise price of $19.49 per share and expire on February 1, 2014;
and
(ii) 7,500 shares of Class A Common Stock underlying options which
are
currently exercisable, or will become exercisable within 60 days,
at an
exercise price of $44.50 per share and expire on June 1,
2015. Does not include (i) 40,000 shares of Class A Common
Stock underlying options with an exercise price of $19.49 per share
which
are not currently exercisable and will not become exercisable within
60
days and expire on February 1, 2014; (ii) 22,500 shares of Class
A Common
Stock underlying options with an exercise price of $44.50 per share
which
are not currently exercisable and will not become exercisable within
60
days and expire on June 1, 2015; (iii) 20,000 shares of Class A Common
Stock underlying options with an exercise price of $56.42 per share
which
are not currently exercisable and will not become exercisable within
60
days and expire on June 7, 2016; and (iv) 80,000 shares of Class
A Common
Stock underlying options with an exercise price of $60.64 per share
which
are not currently exercisable and will not become exercisable within
60
days and expire on July 27, 2016.
|
(20)
|
Consists
of (i) 3,200 shares of Class A Common Stock underlying options which
are
currently exercisable, or will become exercisable within 60 days,
at an
exercise price of $1.958 per share and expire on May 15, 2012; (ii)
3,200
shares of Class A Common Stock underlying options which are currently
exercisable, or will become exercisable within 60 days, at an exercise
price of $10.897 per share and expire on May 21, 2013; (iii) 4,000
shares
of Class A Common Stock underlying options which are currently
exercisable, or will become exercisable within 60 days, at an exercise
price of $22.11 per share and expire on June 1, 2014; and (iv) 1,500
shares of Class A Common Stock underlying options which are currently
exercisable, or will become exercisable within 60 days, at an exercise
price of $44.50 per share and expire on June 1, 2015. Does not
include (i) 3,200 shares of Class A Common Stock underlying options
with
an exercise price of $10.897 per share which are not currently exercisable
and will not become exercisable within 60 days and expire on May
21, 2013;
(ii) 8,000 shares of Class A Common Stock underlying options with
an
exercise price of $22.11 per share which are not currently exercisable
and
will not become exercisable within 60 days and expire on June
1, 2014; (iii) 4,500 shares of Class A Common Stock
underlying options with an exercise price of $44.50 per share which
are
not currently exercisable and will not become exercisable within
60 days
and expire on June 1, 2015; and (iv) 6,000 shares of Class A
Common Stock underlying options with an exercise price of $58.85
per share
which are not currently exercisable and will not become exercisable
within
60 days and expire on June 6, 2016.
|
(21)
|
Consists
of (i) 16,000 shares of Class A Common Stock underlying options
which are
currently exercisable, or will become exercisable within 60 days,
at an
exercise price of $1.958 per share and expire on May 15, 2012;
(ii) 12,800
shares of Class A Common Stock underlying options which are currently
exercisable, or will become exercisable within 60 days, at an exercise
price of $10.897 per share and expire on May 21, 2013; (iii) 8,000
shares
of Class A Common Stock underlying options which are
currently exercisable, or will become exercisable
within 60 days, at an exercise price of $22.11 per share and expire
on
June 1, 2014; and (iv) 1,500 shares of Class A Common Stock underlying
options which are currently exercisable, or will become exercisable
within
60 days, at an exercise price of $44.50 per share and expire on
June 1,
2015. Does not include (i) 3,200 shares of Class A Common Stock
underlying options with an exercise price of $10.897 per share
which are
not currently exercisable and will not become exercisable within
60 days
and expire on May 21, 2013; (ii) 8,000 shares of Class A Common
Stock
underlying options with an exercise price of $22.11 per share which
are
not currently exercisable and will not become exercisable within
60 days
and expire on June 2, 2014; (iii) 4,500 shares of Class A Common
Stock
underlying options with an exercise price of $44.50 per share which
are
not currently exercisable and will not become exercisable within
60 days
and expire on June 1, 2015; and (iv) 6,000 shares of Class A Common
Stock
underlying options with an exercise price of $58.85 per share which
are
not currently exercisable and will not become exercisable within
60 days
and expire on June 6, 2016.
|
(22)
|
Does
not include 6,000 shares of Class A Common Stock underlying options
with
an exercise price of $58.85 per share which are not currently exercisable
and will not become exercisable within 60 days and expire on June 6,
2016.
|
(23)
|
Consists
of (i) 4,000 shares of Class A Common Stock underlying options
which are
currently exercisable, or will become exercisable within 60 days,
at an
exercise price of $0.294 per share and expire on April 18,
2011; (ii) 9,600 shares of Class A Common Stock underlying options
which
are currently exercisable, or will become exercisable within 60
days, at
an exercise price of $1.958 per share and expire on May 15, 2012;
(iii)
9,600 shares of Class A Common Stock underlying options which are
currently exercisable, or will become exercisable within 60 days,
at an
exercise price of $10.897 per share and expire on May 21, 2013;
(iv) 8,000
shares of Class A Common Stock underlying options which are currently
exercisable, or will become exercisable within 60 days, at an exercise
price of $22.11 per share and expire on June 1, 2014; and (v) 1,500
shares
of Class A Common Stock underlying options which are currently
exercisable, or will become exercisable within 60 days, at an exercise
price of $44.50 per share and expire on June 1,
2015. Does not include (i) 3,200 shares of Class A Common
Stock underlying options with an exercise price of $10.897 per
share which
are not currently exercisable and will not become exercisable within
60
days and expire on May 21, 2013; (ii) 8,000 shares of Class A Common
Stock
underlying options with an exercise price of $22.11 per share which
are
not currently exercisable and will not become exercisable within
60 days
and expire on June 1, 2014; (iii) 4,500 shares of Class A Common
Stock
underlying options with an exercise price of $44.50 per share which
are
not currently exercisable and will not become exercisable within
60 days
and expire on June 1, 2015; and (iv) 6,000 shares of Class A Common
Stock
underlying options with an exercise price of $58.85 per share which
are
not currently exercisable and will not become exercisable within
60 days
and expire on June 6, 2016.
|
(24)
|
Consists
of (i) 4,800 shares of Class A Common Stock underlying options
which are
currently exercisable, or will become exercisable within 60 days,
at an
exercise price of $10.897 per share and expire on May 21, 2013;
(ii) 8,000
shares of Class A Common Stock underlying options which are currently
exercisable, or will become exercisable within 60 days, at an exercise
price of $22.11 per share and expire on June 1, 2014; and (iii)
1,500
shares of Class A Common Stock underlying options which are currently
exercisable, or will become exercisable within 60 days, at an exercise
price of $44.50 per share and expire on June 1, 2015. Does not
include (i) 3,200 shares of Class A Common Stock underlying options
with
an exercise price of $10.897 per share which are not currently
exercisable
and will not become exercisable within 60 days and expire on
May 21, 2013; (ii) 8,000 shares of Class A Common Stock underlying
options
with an exercise price of $22.11 per share which are not currently
exercisable and will not become exercisable within 60 days and
expire on
June 1, 2014; (iii) 4,500 shares of Class A Common Stock underlying
options with an exercise price of $44.50 per share which are not
currently
exercisable and will not become exercisable within 60 days and
expire on
June 1, 2015; and (iv) 6,000 shares of Class A Common Stock underlying
options with an exercise price of $58.85 per share which are not
currently
exercisable and will not become exercisable within 60 days and
expire on
June 6, 2016.
|
(25)
|
Consists
of (i) 4,000 shares of Class A Common Stock underlying options which
are
currently exercisable, or will become exercisable within 60 days,
at an
exercise price of $22.11 per share and expire on June 1, 2014; and
(ii)
1,500 shares of Class A Common Stock underlying options which are
currently exercisable, or will become exercisable within 60 days,
at an
exercise price of $44.50 per share and expire on June 1,
2015. Does not include (i) 8,000 shares of Class A Common Stock
underlying options with an exercise price of $22.11 per share which
are
not currently exercisable and will not become exercisable within
60 days
and expire on June 1, 2014; (ii) 4,500 shares of Class A Common Stock
underlying options with an exercise price of $44.50 per share which
are
not currently exercisable and will not become exercisable within
60 days
and expire on June 1, 2015; and (iii) 6,000 shares of Class A Common
Stock
underlying options with an exercise price of $58.85 per share which
are
not currently exercisable and will not become exercisable within
60 days
and expire on June 6, 2016.
|
(26)
|
Consists
of (i) 8,000 shares of Class A Common Stock underlying options which
are
currently exercisable, or will become exercisable within 60 days,
at an
exercise price of $22.11 per share and expire on June 1, 2014; and
(ii)
1,500 shares of Class A Common Stock underlying options which are
currently exercisable, or will become exercisable within 60 days,
at an
exercise price of $44.50 per share and expire on June 6,
2015. Does not include (i) 8,000 shares of Class A Common Stock
underlying options with an exercise price of $22.11 per share which
are
not currently exercisable and will not become exercisable within
60 days
and expire on June 1, 2014; (ii) 4,500 shares of Class A Common Stock
underlying options with an exercise price of $44.50 per share which
are
not currently exercisable and will not become exercisable within
60 days
and expire on June 1, 2015; and (iii) 6,000 shares of Class A Common
Stock
underlying options with an exercise price of $58.85 per share which
are
not currently exercisable and will not become exercisable within
60 days
and expire on June 6, 2016.
|
(27)
|
Consists
of (i) 5,000 shares of Class A Common Stock underlying options which
are
currently exercisable, or will become exercisable within 60 days,
at an
exercise price of $10.365 per share and expire on May 21, 2013; (ii)
20,000 shares of Class A Common Stock underlying options which are
currently exercisable, or will become exercisable within 60 days,
at an
exercise price of $18.93 per share and expire on May 4, 2014; and
(iii)
2,500 shares of Class A Common Stock underlying options which are
currently exercisable, or will become exercisable within 60 days,
at an
exercise price of $44.50 per share and expire on June 1,
2015. Does not include (i) 7,500 shares of Class A Common Stock
underlying options with an exercise price of $44.50 per share which
are
not currently exercisable and will not become exercisable within
60 days
and expire on June 1, 2015; (ii) 8,000 shares of Class A Common Stock
underlying options with an exercise price of $56.42 per share which
are
not currently exercisable and will not become exercisable within
60 days
and expire on June 7, 2016; and (iii) 12,500 shares of Class A Common
Stock underlying options with an exercise price of $72.05 per share
which
are not currently exercisable and will not become exercisable within
60
days and expire on December 13,
2016.
|
(28)
|
Consists
of (i) 4,000 shares of Class A Common Stock underlying options which
are
currently exercisable, or will become exercisable within 60 days,
at an
exercise price of $32.99 per share and expire on November 17, 2014;
and
(ii) 1,000 shares of Class A Common Stock underlying options which
are
currently exercisable, or will become exercisable within 60 days,
at an
exercise price of $57.00 per share and expire on December 20, 2015.
Does
not include (i) 4,000 shares of Class A Common Stock underlying options
with an exercise price of $32.99 per share which are not currently
exercisable and will not become exercisable within 60 days and expire
on
November 17, 2014; (ii) 3,000 shares of Class A Common Stock underlying
options with an exercise price of $57.00 per share which are not
currently
exercisable and will not become exercisable within 60 days and expire
on
December 20, 2015; and (iii) 8,000 shares of Class A Common Stock
underlying options with an exercise price of $56.42 per share which
are
not currently exercisable and will not become exercisable within
60 days
and expire on June 7, 2016.
|
(29)
|
Consists
of (i) 4,833 shares of Class A Common Stock underlying options which
are
currently exercisable, or will become exercisable within 60 days,
at an
exercise price of $32.80 per share and expire on November 21, 2014;
(ii)
3,750 shares of Class A Common Stock underlying options which are
currently exercisable, or will become exercisable within 60 days,
at an
exercise price of $44.50 per share and expire on June 1, 2015; and
(iii)
3,125 shares of Class A Common Stock underlying options which are
currently exercisable, or will become exercisable within 60 days,
at an
exercise price of $64.81 per share and expire on April 30,
2016. Does not include (i) 6,667 shares of Class A Common Stock
underlying options with an exercise price of $32.80 per share which
are
not currently exercisable and will not become exercisable within
60 days
and expire on November 21, 2014; (ii) 11,250 shares of Class A Common
Stock underlying options with an exercise price of $44.50 per share
which
are not currently exercisable and will not become exercisable within
60
days and expire on June 1, 2015; (iii) 9,375 shares of Class A Common
Stock underlying options with an exercise price of $64.81 per share
which
are not currently exercisable and will not become exercisable within
60
days and expire on April 30, 2016; and (iv) 12,500 shares of Class
A
Common Stock underlying options with an exercise price of $87.91
per share
which are not currently exercisable and will not become exercisable
within
60 days and expire on April 1,
2017.
|
(30)
|
Consists
of 443,908 shares of Class A Common Stock underlying options which
are
currently exercisable or will become exercisable within 60
days. Does not include 367,092 shares of Class A Common Stock
underlying options which are not currently exercisable and will not
become
exercisable within 60 days.
|
(31)
|
Consists
of (i) 2,000 shares of Class B Common Stock underlying options which
are
currently exercisable, or will become exercisable within 60 days,
at an
exercise price of $0.26 per share and 8,000 shares of Class B Common
Stock
underlying options which are currently exercisable, or will become
exercisable within 60 days at an exercise price of $0.308 per share
and
expire on May 18, 2011; (ii) 16,000 shares of Class B Common Stock
underlying options which are currently exercisable, or will become
exercisable within 60 days, at an exercise price of $2.0558 per share
and
expire on May 15, 2012; (iii) 12,800 shares of Class B Common Stock
underlying options which are currently exercisable, or will become
exercisable within 60 days, at an exercise price of $11.44 per share
and
expire on May 21, 2013; (iv) 8,000 shares of Class B Common Stock
underlying options which are currently exercisable, or will become
exercisable within 60 days, at an exercise price of $23.22 per share
and
expire on June 1, 2014; and (v) 1,500 shares of Class B Common Stock
underlying options which are currently exercisable, or will become
exercisable within 60 days, at an exercise price of $46.725 per share
and
expire on June 1, 2015. Does not include (i) 3,200 shares of
Class B Common Stock underlying options with an exercise price of
$11.44
per share which are not currently exercisable and will not become
exercisable within 60 days, and expire on May 21, 2013; (ii) 8,000
shares
of Class B Common Stock underlying options with an exercise price
of
$23.22 per share which are not currently exercisable and will not
become
exercisable within 60 days and expire on June 1, 2014; (iii) 4,500
shares
of Class B Common Stock underlying options with an exercise price
of
$46.725 per share which are not currently exercisable and will not
become
exercisable within 60 days and expire on June 1, 2015; and (iv) 6,000
shares of Class B Common Stock underlying options with an exercise
price
of $61.79 per share which are not currently exercisable and will
not
become exercisable within 60 days and expire on June 6,
2016.
|
SUBMITTED
BY:
|
|
ALFRED
W. LANGER
|
|
CHARLES
R. FRANK, JR.
|
|
ANN
MATHER
|
|
MEMBERS
OF THE AUDIT COMMITTEE
|
By
order of the Board of Directors,
|
|
Daniel
Penn
|
|
Secretary
|
|
Hamilton,
Bermuda
|
|
April [__], 2007 |
|
1.
|
The
election of eleven directors nominated by the Board of Directors
to serve
until the next Annual General Meeting of
Shareholders:
|
o FOR
all nominees listed below
|
o WITHHOLD
AUTHORITY to vote for
|
(except
as indicated below)
|
the
nominees listed below
|
2.
|
The
adoption of the financial statements of the Company and the auditors’
report thereon for the Company’s fiscal year ended December 31,
2006.
|
o FOR
|
o AGAINST
|
o ABSTAIN
|
3.
|
The
appointment of Deloitte & Touche LLP as the independent registered
public accounting firm of the Company for the fiscal year ended December
31, 2007 and the authorization of the Board of Directors to approve
the
auditors’ fee.
|
o FOR
|
o AGAINST
|
o ABSTAIN
|