-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BoWOjLdyKZRIJkyL8MpnyWV4iwm3kcydXNHuaH1vQWPYM4j4c0x4o9Z5ubEcGdTq JIyLUhLaAlryPS/qKGgFlA== 0000950124-99-003632.txt : 19990608 0000950124-99-003632.hdr.sgml : 19990608 ACCESSION NUMBER: 0000950124-99-003632 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19990715 FILED AS OF DATE: 19990607 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FINISH LINE INC /DE/ CENTRAL INDEX KEY: 0000886137 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-SHOE STORES [5661] IRS NUMBER: 351537210 STATE OF INCORPORATION: DE FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: SEC FILE NUMBER: 000-20184 FILM NUMBER: 99641337 BUSINESS ADDRESS: STREET 1: 3308 N MITTHOEFFER RD CITY: INDINAPOLIS STATE: IN ZIP: 46236 BUSINESS PHONE: 3178991022 MAIL ADDRESS: STREET 1: 3308 N MITTHOEFFER ROAD CITY: INDIANAPOLIS STATE: IN ZIP: 46236 DEF 14A 1 DEFINITIVE PROXY STATEMENT 1 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 (AMENDMENT NO. ) Filed by the registrant [X] Filed by a party other than the registrant [ ] Check the appropriate box: [ ] Preliminary proxy statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [X] Definitive proxy statement [ ] Definitive additional materials [ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12 THE FINISH LINE, INC. - -------------------------------------------------------------------------------- (Name of Registrant as Specified in Its Charter) THE FINISH LINE, INC. - -------------------------------------------------------------------------------- (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of filing fee (Check the appropriate box): [X] No fee required. [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. (1) Title of each class of securities to which transaction applies: - -------------------------------------------------------------------------------- (2) Aggregate number of securities to which transaction applies: - -------------------------------------------------------------------------------- (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): - -------------------------------------------------------------------------------- (4) Proposed maximum aggregate value of transaction: - -------------------------------------------------------------------------------- (5) Total fee paid: - -------------------------------------------------------------------------------- [ ] Fee paid previously with preliminary materials. - -------------------------------------------------------------------------------- [ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing. (1) Amount previously paid: - -------------------------------------------------------------------------------- (2) Form, schedule or registration statement no.: - -------------------------------------------------------------------------------- (3) Filing party: - -------------------------------------------------------------------------------- (4) Date filed: - -------------------------------------------------------------------------------- 2 June 8, 1999 Dear Stockholder: You are cordially invited to attend the 1999 Annual Meeting of Stockholders of The Finish Line, Inc. on Thursday, July 15, 1999, at 9:00 a.m., to be held at Bank One Tower, 111 Monument Circle, Room 3B on the 48th Floor, Indianapolis, IN 46204. Members of your Board of Directors and management look forward to greeting those stockholders who are able to attend. The accompanying Notice and Proxy Statement describe the matters to be acted upon at the meeting. It is important that your shares be represented and voted at the meeting. Whether or not you plan to attend, please sign, date and mail the enclosed proxy card at your earliest convenience. If you attend the meeting, you may withdraw your proxy and vote in person. Your interest and participation in the affairs of the Company are greatly appreciated. Respectfully, /s/ Alan H. Cohen Alan H. Cohen, Chairman of the Board and Chief Executive Officer 3 THE FINISH LINE, INC. 3308 North Mitthoeffer Road Indianapolis, Indiana 46235 ---------------------------- Notice of Annual Meeting of Stockholders to be held July 15, 1999 ---------------------------- TO THE STOCKHOLDERS OF THE FINISH LINE, INC.: Notice is hereby given that the 1999 Annual Meeting of Stockholders of The Finish Line, Inc. to be held at Bank One Tower, 111 Monument Circle, Room 3B on the 48th Floor, Indianapolis, IN 46204 on Thursday, July 15, 1999 at 9:00 a.m., will be conducted for the following purposes: 1. To elect six directors; and 2. To transact such other business as may properly come before the meeting or any adjournments thereof. Only stockholders of record at the close of business on May 28, 1999, will be entitled to notice of and to vote at the Annual Meeting and any adjournments or postponements thereof. By Order of the Board of Directors, /s/ Gary D. Cohen Gary D. Cohen, Senior Vice President - General Counsel, Secretary Indianapolis, Indiana June 8, 1999 - -------------------------------------------------------------------------------- YOUR VOTE IS IMPORTANT, ACCORDINGLY, YOU ARE ASKED TO COMPLETE, SIGN, DATE AND RETURN THE ACCOMPANYING PROXY CARD IN THE ENVELOPE PROVIDED, WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES. - -------------------------------------------------------------------------------- 4 THE FINISH LINE, INC. 3308 N. MITTHOEFFER ROAD INDIANAPOLIS, INDIANA 46235 ------------------ PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS JULY 15, 1999 ------------------ GENERAL INFORMATION This Proxy Statement and the accompanying Notice of Annual Meeting and Proxy Card are being mailed on or about June 8, 1999 in connection with the solicitation of proxies by the Board of Directors of The Finish Line, Inc. ("TFL" or the "Company") for use at the 1999 Annual Meeting of Stockholders of the Company (the "Annual Meeting") to be held at Bank One Tower, 111 Monument Circle, Room 3B on the 48th Floor, Indianapolis, IN 46204, on Thursday, July 15, 1999, at 9:00 a.m., and any adjournment or postponement thereof. At the Annual Meeting, the Company's stockholders will be asked to elect six directors and to vote on such other matters as may properly come before the Annual Meeting. Throughout this Proxy Statement, fiscal 1999, fiscal 1998 and fiscal 1997 represent the fiscal years ended February 27, 1999, February 28, 1998, and March 1, 1997, respectively. PERSONS MAKING THE SOLICITATION The Company is making this solicitation and will bear the expenses of preparing, printing and mailing proxy materials to the Company's stockholders. In addition, proxies may be solicited personally or by telephone or fax by officers or employees of the Company, none of whom will receive additional compensation therefrom. The Company will also reimburse brokerage houses and other nominees for their reasonable expenses in forwarding proxy materials to beneficial owners of the Class A Common Stock. VOTING AT THE MEETING Stockholders of record at the close of business on May 28, 1999 of the Company's Class A Common Stock, par value $.01 per share ("Class A Common Stock"), and Class B Common Stock, par value $.01 per share ("Class B Common Stock"), are entitled to notice of and to vote at the Annual Meeting and any adjournment or postponement thereof. On that date, 17,669,871 shares of Class A Common Stock and 7,244,068 shares of Class B Common Stock were outstanding and entitled to vote. Each outstanding share of Class A Common Stock entitles the holder thereof to one vote and each outstanding share of Class B Common Stock entitles the holder to ten votes. The six nominees receiving the highest number of affirmative votes of the shares present or represented and entitled to be voted for them shall be elected as directors. Votes withheld from any director are counted for purposes of determining the presence or absence of a quorum for the transaction of business. The Company believes that abstentions should be counted for purposes of determining whether a quorum is present at the Annual Meeting for the transaction of business. In the absence of controlling precedent to the contrary, the Company intends to treat abstentions with respect to the election of directors in this manner. The Company intends to count broker non-votes as present or represented for purposes of determining the presence or absence of a quorum for the transaction of business. Stockholders do not have the right to cumulate their votes in the election of directors. 1 5 REVOCABILITY OF PROXY A proxy may be revoked by a stockholder prior to the voting at the Annual Meeting by written notice to the Secretary of the Company, by submission of another proxy bearing a later date or by voting in person at the Annual Meeting. Such notice or later proxy will not affect a vote on any matter taken prior to the receipt thereof by the Company. The mere presence at the Annual Meeting of a stockholder who has appointed a proxy will not revoke the prior appointment. If not revoked, the proxy will be voted at the Annual Meeting in accordance with the instructions indicated on the Proxy Card by the stockholders or, if no instructions are indicated, will be voted FOR the slate of directors described herein and as to any other matter that may be properly brought before the Annual Meeting, in accordance with the judgment of the proxy. 2 6 SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth, as of May 28, 1999, information relating to the beneficial ownership of the Company's common stock by each person known to the Company to be the beneficial owner of more than five percent of the outstanding shares of Class A Common Stock or Class B Common Stock, by each director or nominee for director, by each of the executive officers named below, and by all directors and executive officers as a group.
BENEFICIAL OWNERSHIP AS OF MAY 28, 1999 ---------------------------------------------------------------------------------- CLASS A CLASS B ----------------------------- ------------------------------- NUMBER OF % OF NUMBER OF % OF TOTAL NAME SHARES (1)(2) CLASS (3) SHARES (1) CLASS (3) SHARES ---- -------------- ---------- -------------- ------------- ------------ Alan H. Cohen .................. 151,250(4) (13) 2,331,898(7) 32.2% 2,483,148 David I. Klapper .................. 156,250(5) (13) 2,343,698(8) 32.4% 2,499,948 David M. Fagin .................. -- 706,823(9) 9.8% 706,823 Larry J. Sablosky .................. 60,000(6) (13) 1,591,779(10) 22.0% 1,651,779 Joseph W. Wood .................. 61,825(11) (13) -- -- 61,825 Steven J. Schneider .................. 40,495(11) (13) -- -- 40,495 Donald E. Courtney .................. 46,425(11) (13) -- -- 46,425 George S. Sanders .................. 32,425(11) (13) -- -- 32,425 Michael L. Marchetti .................. 11,825(11) (13) -- -- 11,825 Gary D. Cohen .................. 13,137(11) (13) -- -- 13,137 Thomas R. Sicari .................. 3,250(11) (13) -- -- 3,250 Kevin S. Wampler .................. 10,150(11) (13) -- -- 10,150 Kevin G. Flynn .................. 4,170(11) (13) -- -- 4,170 Robert A. Edwards .................. 16,550(11) (13) -- -- 16,550 James B. Davis .................. 4,075(11) (13) -- -- 4,075 Paul C. Wagner .................. 3,070(11) (13) -- -- 3,070 Joseph L. Gravitt .................. 12,750(11) (13) -- -- 12,750 Jonathan K. Layne .................. 8,000(11) (13) -- -- 8,000 Jeffrey H. Smulyan .................. 32,000(11) (13) -- -- 32,000 Stephen Goldsmith .................. -- -- -- -- FMR Corp .................. 1,891,700(12) 10.7% -- -- 1,891,700 82 Devonshire Street Boston, MA 02109 Mellon Bank .................. 902,668(12) 5.1% -- -- 902,668 One Mellon Bank Center Pittsburgh, PA 15258 All directors and executive officers as a group (20 persons) .................. 667,647 3.7% 6,974,198 96.3% 7,641,845
- -------------- (1) Each executive officer and director has sole voting and investment power with respect to the shares listed, unless otherwise indicated, and the address for the executive officers and directors is: 3308 N. Mitthoeffer Road, Indianapolis, Indiana 46235. (2) If shares of Class B Common Stock are owned by the named person or group, excludes shares of Class B Common Stock convertible into a corresponding number of Class A Common Stock. (3) The shares owned by each person, or by the group, and the shares included in the total number of shares outstanding have been adjusted, and the percentage owned (where such percentage exceeds 1%) has been computed, in accordance with Rule 13d-3(d)(1) under the Securities Exchange Act of 1934. (4) Includes 40,000 shares gifted to a private family foundation which is controlled by the named person, and includes 111,250 shares held by a family partnership in which Mr. Cohen serves as a general partner. 3 7 (5) Includes 45,000 shares gifted to a private family foundation which is controlled by the named person, and includes 111,250 shares held by a family partnership in which Mr. Klapper serves as the general partner. (6) Represents shares gifted to a private family foundation which is controlled by the named person. (7) Includes 465,162 shares of Class B Common Stock held as trustee of various trusts for the benefit of his minor children and 150,000 shares of Class B Common Stock held by a family partnership in which Mr. Cohen serves as general partner. (8) Includes 461,894 shares of Class B Common Stock held as trustee of various trusts for the benefit of his minor children and 359,526 shares of Class B Common Stock held by a family partnership in which Mr. Klapper serves as general partner. (9) Includes 130,130 shares held by a family partnership of which Mr. Fagin is a partner. Excludes an aggregate of 269,870 shares held by the same family partnership which are deemed beneficially owned by Mr. Fagin's sons and daughter (each of whom is over the age of 21) and by Mr. Fagin's former spouse. (10) Includes (i) 152,504 shares of Class B Common Stock held as trustee of a trust for the benefit of his minor children, (ii) 551,546 shares of Class B Common Stock held by a family partnership in which Mr. Sablosky serves as general partner, (iii) 7,210 shares of Class B Common Stock held by Mr. Sablosky's spouse and (iv) 11,632 shares held by Mr. Sablosky as custodian for his minor children. (11) Includes the following shares issuable upon exercise of options which are exercisable within 60 days of May 28, 1999: Joseph W. Wood ..................................... 51,825 Steven J. Schneider ..................................... 29,825 Donald E. Courtney ..................................... 44,825 George S. Sanders ..................................... 32,425 Michael L. Marchetti..................................... 9,825 Gary D. Cohen ..................................... 6,637 Thomas R. Sicari ..................................... 3,250 Kevin S. Wampler ..................................... 10,150 Kevin G. Flynn ..................................... 3,970 Robert A. Edwards ..................................... 15,850 James B. Davis ..................................... 4,075 Paul C. Wagner ..................................... 3,070 Joseph L. Gravitt ..................................... 10,550 Jonathan K. Layne ..................................... 8,000 Jeffrey H. Smulyan ..................................... 26,000 (12) This information is based solely on Schedule 13G's filed with the Securities Exchange Commission, copies of which were provided to the Company. The respective dates of the Schedule 13G's are as follows: FMR Corp ..................................... 02/01/99 Mellon Bank ..................................... 01/26/99 (13) Less than 1% of the shares of Class A Common Stock outstanding. 4 8 ELECTION OF DIRECTORS A Board of six directors is to be elected at the 1999 Annual Meeting. The persons named in the Proxy Card as proxies for this meeting will vote in favor of each of the following nominees as directors of the Company unless otherwise indicated by the stockholder on the Proxy Card. Directors elected at the 1999 Annual Meeting will hold office until the next annual meeting of stockholders of the Company, and until their successors are duly elected and qualified, except in the event of their death, resignation, or removal. Management has no reason to believe that any of the nominees will be unable or unwilling to serve if elected. If any nominee should become unavailable prior to the election, the accompanying Proxy Card will be voted for the election in his or her stead of such other person as the Board of Directors may recommend. NOMINEES The nominees for election as directors of the Company are Alan H. Cohen, David I. Klapper, Larry J. Sablosky, Jonathan K. Layne, Jeffrey H. Smulyan and Stephen Goldsmith. Each of such persons, except for Mr. Goldsmith, currently serves as a director of the Company. Mr. David M. Fagin, who has served as a director of the Company since 1982, has determined not to seek re-election to the Board. Mr. Fagin has also determined to resign his officer position with the Company effective July 15, 1999, but will serve as an at-will employee of the Company from such date. See "Management--Executive Officers and Directors" for additional information concerning the nominees. BOARD OF DIRECTORS' RECOMMENDATION THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE FOR THE SLATE OF NOMINEES SET FORTH ABOVE. PROXIES SOLICITED BY THE BOARD OF DIRECTORS WILL BE SO VOTED UNLESS STOCKHOLDERS SPECIFY OTHERWISE ON THEIR PROXY CARDS. 5 9 MANAGEMENT EXECUTIVE OFFICERS AND DIRECTORS The executive officers, directors and nominees for director of the Company are as follows:
EXECUTIVE OFFICER OR DIRECTOR NAME AGE POSITION SINCE ---- --- -------- -------------- Alan H. Cohen .............. 52 Chairman of the Board, President and CEO 1976 David I. Klapper .............. 50 Executive Vice President, Director 1976 David M. Fagin .............. 55 Executive Vice President, Director 1982 Larry J. Sablosky .............. 50 Executive Vice President, Director 1982 Joseph W. Wood .............. 52 Senior Vice President-Merchandise and Marketing 1995 Steven J. Schneider .............. 43 Senior Vice President-Finance, CFO and Asst. Secretary 1989 Donald E. Courtney .............. 44 Senior Vice President-MIS and Distribution 1989 George S. Sanders .............. 41 Senior Vice President-Real Estate and Store Development 1994 Gary D. Cohen .............. 47 Senior Vice President-General Counsel, Secretary 1997 Michael L. Marchetti .............. 48 Senior Vice President-Store Operations 1995 Thomas R. Sicari .............. 45 Vice President-General Merchandise Manager 1997 Kevin S. Wampler .............. 36 Vice President-Corporate Controller and Asst. Secretary 1997 Kevin G. Flynn .............. 35 Vice President-Marketing 1997 Robert A. Edwards .............. 36 Vice President-Distribution 1997 James B. Davis .............. 36 Vice President-Real Estate 1997 Paul C. Wagner .............. 33 Vice President-MIS 1997 Joseph L. Gravitt .............. 39 Vice President-Store Personnel 1998 Jonathan K. Layne .............. 45 Director 1992 Jeffrey H. Smulyan .............. 52 Director 1992 Stephen Goldsmith .............. 52 Nominee for Director --
Mr. Alan H. Cohen, a co-founder of the Company, has served as President and Chief Executive Officer and a director of the Company since May 1982. Since 1976, Mr. Cohen has been involved in the athletic retail business as principal co-founder of Athletic Enterprises, Inc. (one of the predecessor companies of the Company). Mr. Cohen is an attorney, and practiced law from 1973 through 1981. Mr. Cohen is the brother of Gary D. Cohen. Mr. David I. Klapper, a co-founder of the Company, has served as Executive Vice President and a director of the Company since May 1982. Since 1976, Mr. Klapper has been involved in the athletic retail business as principal co-founder of Athletic Enterprises, Inc. (one of the predecessor companies of the Company). Mr. David M. Fagin, a co-founder of the Company, has served as Executive Vice President and a director of the Company since May 1982. Prior to 1982, Mr. Fagin was self employed as a manufacturer's representative for sporting goods companies. Mr. Fagin has been involved in the athletic retail industry for over 25 years. Mr. Larry J. Sablosky, a co-founder of the Company, has served as Executive Vice President and a director of the Company since May 1982. Prior to 1982, Mr. Sablosky was employed in a family retail business for over 10 years. Mr. Sablosky has been involved in the retail industry for over 20 years. Mr. Joseph W. Wood, has served as Senior Vice President-Merchandise and Marketing of the Company since March 1997 and as Vice President and General Merchandise Manager of the Company since January 1995. From May 1993 to December 1994, Mr. Wood served as Executive Vice President and Chief Operating Officer of Just For Feet, an athletic footwear retailer. From October 1986 to May 1993, Mr. Wood served as Senior Vice President and General Merchandise Manager of the Athlete's Foot Group, a mall based athletic footwear retailer. Mr. Steven J. Schneider, has served as Senior Vice President-Finance, Chief Financial Officer and Assistant Secretary of the Company since March 1997 and as Vice President-Finance and Chief Financial Officer of the Company since April 1989. From August 1984 to March 1989, Mr. Schneider was employed as Assistant Controller for Paul Harris Stores, Inc. a women's apparel retailer. Mr. Schneider, a Certified Public Accountant, was employed by a 6 10 national accounting firm for two years and has been engaged in various financial positions in the retail industry for approximately 20 years. Mr. Donald E. Courtney, has served as Senior Vice President-MIS and Distribution of the Company since March 1997 and as Vice President-MIS and Distribution of the Company since August 1989. From August 1988 to August 1989, Mr. Courtney served as Director of MIS and Distribution for the Company. From August 1976 to August 1988, Mr. Courtney was employed by Guarantee Auto Stores, Inc., an automotive retailer. At the time Mr. Courtney left Guarantee Auto Stores, he held the position of Vice President-MIS and Distribution. Mr. Courtney has been involved in the retail industry for over 20 years. Mr. George S. Sanders, has served as Senior Vice President-Real Estate and Store Development of the Company since March 1997 and as Vice President-Real Estate and Store Construction since April 1994. From February 1993 to April 1994, Mr. Sanders served as Director of Real Estate of the Company. From 1983 to February 1993, Mr. Sanders was employed by Melvin Simon and Associates, a real estate developer and manager. At the time Mr. Sanders left Melvin Simon and Associates, he held the position of Sr. Leasing Representative. Mr. Michael L. Marchetti, has served as Senior Vice President-Store Operations of the Company since March 1997 and as Vice President - Store Operations since September 1995. From May 1990 to September 1995, Mr. Marchetti was employed by Champs Sports, a division of Woolworth Corporation, the last five years of which he served as Regional Vice President. Mr. Marchetti has been involved in the retail industry for over 25 years. Mr. Gary D. Cohen, has served as Senior Vice President-General Counsel of the Company since his employment in July 1997. Mr. Cohen also has served as Secretary for the Company since July 1998. From April 1990 to July 1997, Mr. Cohen was a Senior Partner in the law firm of Cohen and Morelock. During the 15 years preceding his joining the Company, Mr. Cohen represented the Company regarding real estate matters. From 1978 to 1990 Mr. Cohen held associate partnership positions with various law firms. At the present time, Mr. Cohen retains an "Of Counsel" position with Cohen and Morelock. Mr. Cohen is the brother of Alan H. Cohen. Mr. Thomas R. Sicari, has served as Vice President-General Merchandise Manager of the Company since March 1997. He has been employed by the Company since April 1995 and prior to being an officer served as General Merchandise Manager. Previously Mr. Sicari was employed as a buyer by The Sports Authority an "athletic superstore" retailer from March 1994 to March 1995. Mr. Sicari was employed from March 1991 to March 1994 as a footwear buyer for Champs Sports (a division of Kinney Corp.) a specialty athletic mall based retailer. Mr. Kevin S. Wampler, has served as Vice President-Corporate Controller and Assistant Secretary of the Company since March 1997. Mr. Wampler is a CPA and has been employed by the Company since June 1993 as Corporate Controller. Mr. Wampler was previously employed by a national accounting firm from July 1986 to May 1993. At the time Mr. Wampler left the national accounting firm, he held the position of Audit Manager. Mr. Kevin G. Flynn, has served as Vice President-Marketing of the Company since March 1997. Mr. Flynn has been employed by the Company since November 1994 and prior to election as an officer, held the position of Marketing Director. Mr. Flynn was previously employed from July 1992 to November 1994 as Associate Media Director for Caldwell Van Riper, a regional advertising agency. Mr. Robert A. Edwards, has served as Vice President-Distribution of the Company since March 1997. Mr. Edwards has been employed by the Company since June 1983 and prior to his election as an officer, held the position of Director of Distribution. Mr. James B. Davis, has served as Vice President-Real Estate of the Company since October 1997. Mr. Davis has been employed by the Company since October 1996 and prior to his election as an officer, held the position of Director of Leasing. Mr. Davis was previously employed as Vice President-Leasing for JMB Urban, (a real estate developer and manager) from January 1993 to October 1996. Mr. Paul C. Wagner, has served as Vice President-MIS of the Company since October 1997. Mr. Wagner has been employed by the Company since August 1995. Prior to his election as an officer, Mr. Wagner held the 7 11 position of Director of Information Systems for the Company. Mr. Wagner was employed by Sunsations as Director of IS from April 1994 to August 1995. Mr. Wagner previously was employed by the Cotton Board from January 1990 to April 1994 as Director of Information Systems. Joseph L. Gravitt has, served as Vice President-Store Personnel of the Company since July 1998. Mr. Gravitt has been employed by the Company since December 1982. Prior to his election as an officer, Mr. Gravitt held the position of Director of Store Operations for the Company. Mr. Jonathan K. Layne, has served as a director of the Company since June 1992. Mr. Layne has been a partner of the law firm of Gibson, Dunn & Crutcher LLP since 1987, where he specializes in corporate and securities law matters. Mr. Layne was an associate with Gibson, Dunn & Crutcher LLP from 1979 to 1986. Mr. Layne is also a member of the Board of Directors of K-Swiss Inc., a manufacturer of athletic footwear and Maxwell Shoe Company Inc., a manufacturer of women's casual and dress footwear. Mr. Jeffrey H. Smulyan, has served as a director of the Company since June 1992. Mr. Smulyan has served since 1981 as Chairman of the Board and President of Emmis Communication Corporation, an owner and operator of radio stations. Mr. Smulyan served as Chairman of the Seattle Mariners professional baseball team from 1989 until 1992 and was the principal owner of Seattle Baseball, L.P., which owned the Mariners prior to their sale in July 1992. Mr. Stephen Goldsmith, is a nominee for director of the Company. Mr. Goldsmith has served as Mayor of the City of Indianapolis, Indiana since January 1992. Mr. Goldsmith has previous leadership and academic experience which include Chairman, Center for Civic Innovation, Manhattan Institute; Honorary Co-Chairman, National Council for Public-Private Partnerships; Research Fellow in Criminal Justice and Management, Harvard University's Kennedy School of Government; and Assistant and Adjunct Professor, Indiana University's School of Public and Environmental Affairs. Each director holds office until the next annual meeting of stockholders or until his successor has been elected and qualified. Officers are appointed by and serve at the discretion of the Board of Directors. Unless otherwise stated, there are no family relationships among any directors or executive officers of the Company. MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS The Board of Directors held 5 meetings in fiscal 1999 and all directors attended at least 75 percent of the meetings of the Board and Board Committees of which they were members. The Board of Directors has 3 committees. The Audit Committee is comprised of Messrs. Cohen, Layne and Smulyan. The Compensation and Stock Option Committee is comprised of Messrs. Smulyan and Layne. The Finance Committee is comprised of Messrs. Klapper and Layne. There is no committee performing the function of a Nominating Committee. The Audit Committee met 2 times during fiscal 1999. The responsibilities of the Audit Committee include recommending to the Board the selection of the independent auditors and reviewing the Company's internal accounting controls. The Audit Committee is authorized to conduct such reviews and examinations as it deems necessary or desirable with respect to the Company's accounting and financial practices and policies, and the relationship between the Company and its independent auditors, including the availability of Company records, information and personnel. The Compensation and Stock Option Committee met 2 times during fiscal 1999. The Compensation and Stock Option Committee focuses on executive compensation, the administration of the Company's stock option and stock purchase plans and making decisions on the granting of discretionary bonuses. The Finance Committee met one time during fiscal 1999. The Finance Committee focuses on overseeing the management by the officers of the Company's investments and working capital. 8 12 EXECUTIVE COMPENSATION The following Summary Compensation Table shows compensation paid by the Company for services rendered during fiscal years 1999, 1998 and 1997 for the person who was Chief Executive Officer at the end of the last fiscal year and the five most highly compensated executive officers of the Company ("Named Officers") whose salary and bonus exceeded $100,000 in fiscal 1999. SUMMARY COMPENSATION TABLE
LONG TERM COMPENSATION ----------------------------------- AWARDS PAYOUTS -------------------------- ------- ANNUAL COMPENSATION RESTRICTED SECURITIES ------------------- STOCK UNDERLYING LTIP ALL OTHER SALARY BONUS AWARD(S) OPTIONS/SAR'S PAYOUTS COMPENSATION NAME AND PRINCIPAL POSITION YEAR ($ ) ($)(1) $ (#) ($) ($)(2) - ------------------------------- ------ --------- --------- ---------- ------------- --------- ------------ Alan H. Cohen ......... 1999 265,000 15,900 -- -- -- -- CEO, President and 1998 265,000 136,184 -- -- -- -- Chairman of the Board 1997 265,000 159,000 -- -- -- -- Joseph W. Wood ......... 1999 220,000 8,800 -- 10,000 -- 18,345 Sr. Vice President- 1998 202,400 69,342 -- 17,000 -- 18,542 Merchandise and Marketing 1997 187,000 74,960 -- -- -- 18,390 Steven J. Schneider......... 1999 200,000 8,000 -- 10,000 -- 18,345 Sr. Vice President of Finance, 1998 177,000 60,640 -- 17,000 -- 18,542 Chief Financial Officer 1997 160,000 64,000 -- -- -- 18,390 and Assistant Secretary Gary D. Cohen ......... 1999 192,500 15,200(3) -- 10,000 -- 18,345 Sr. Vice President, 1998 116,667 53,470(3) -- 26,375 -- -- General Counsel 1997 -- -- -- -- -- -- George S. Sanders ......... 1999 175,000 7,000 -- 10,000 -- 18,345 Sr. Vice President, 1998 150,000 51,390 -- 17,000 -- 18,542 Real Estate and 1997 133,100 53,240 -- -- -- 18,390 Store Development
(1) Cash bonuses for services rendered in each fiscal year have been listed in the year earned; however the amounts listed were actually paid in the subsequent fiscal year, except as noted in Note (3) below. (2) The stated amounts are Company contributions to The Finish Line, Inc. Profit Sharing Plan. (3) Includes $7,500 in fiscal 1999 and $13,500 in fiscal 1998 paid as part of signing bonus package. 9 13 DIRECTOR COMPENSATION Directors who are employees of the Company are not compensated for serving as directors. Directors who are not employees of the Company are paid $2,500 per annum and an additional $2,500 per meeting for attending regular meetings of the Board of Directors and are reimbursed for expenses incurred in attending regular, special and committee meetings. In addition, Directors who are not employees of the Company receive options to purchase 3,000 shares of Class A Common Stock upon their first election to the Board and an additional 4,000 options for each year they serve on the Board. OPTION GRANTS IN LAST FISCAL YEAR The following table contains information with respect to options to purchase the Company's Class A Common Stock granted during fiscal 1999 to the Named Officers.
INDIVIDUAL GRANTS -------------------------------------------------------- POTENTIAL REALIZABLE NUMBER OF VALUE AT ASSUMED SECURITIES % OF TOTAL ANNUAL RATES UNDERLYING OPTIONS OF STOCK PRICE OPTIONS GRANTED EXERCISE APPRECIATION FOR GRANTED TO EMPLOYEES PRICE EXPIRATION OPTION TERM (4) NAME #(1)(2) IN FISCAL YEAR ($/SH)(3) DATE 5% 10% - ------------------------- ----------- -------------- ------------ ------------- -------------------------- Alan H. Cohen.......... -- -- -- -- -- -- Joseph W. Wood......... 10,000 2.5% 9.47 1/21/2009 $59,556 $150,927 Steven J. Schneider.... 10,000 2.5% 9.47 1/21/2009 $59,556 $150,927 Gary D. Cohen.......... 10,000 2.5% 9.47 1/21/2009 $59,556 $150,927 George S. Sanders...... 10,000 2.5% 9.47 1/21/2009 $59,556 $150,927
(1) Options granted during fiscal 1999 vest 10% after one year, an additional 20% after two years, an additional 30% after three years and the remaining 40% after four years after the date of grant. (2) Options were granted for a term of 10 years, subject to earlier termination in certain events related to termination of employment. (3) Options were granted at market value at the date of grant. (4) Potential realizable value is based on the assumption that the common stock price appreciates at the annual rate shown (compounded annually) from the grant date until the end of the ten year option term. This value is calculated based on requirements of the Securities and Exchange Commission and does not reflect the Company's estimate of future stock price growth. 10 14 OPTION/SAR EXERCISES AND YEAR-END VALUE TABLE Shown below is information with respect to the exercise in 1999 of options to purchase the Company's Class A Common Stock by the five Named Officers and the unexercised options to purchase the Company's Class A Common Stock under the Incentive Plan (as defined herein).
Number of Securities Underlying Unexercised In-the-Money Shares Options/SARs Options/ SARs Acquired at FY-End (#) at FY-End ($)(1) on Value ------------------- --------------------- Exercise Realized Exercisable/ Exercisable/ Name (#) ($) Unexercisable Unexercisable - --------------------------- ------------ ------------ -------------------- --------------------- Alan H. Cohen ...... -- -- -- -- -- -- Joseph W. Wood ...... 30,000 701,217 49,700 29,300 395,625 56,925 Steven J. Schneider ...... 10,000 191,275 23,700 33,300 179,250 91,675 Gary D. Cohen ...... -- -- 2,637 33,738 -- 25,925 George S. Sanders ...... -- -- 26,300 33,300 176,088 91,675
(1) Represents the difference between the closing price of the Company's Class A Common Stock on the Nasdaq Stock Market(R) on February 27, 1999 ($12.0625) and the exercise price of the options. 11 15 COMPENSATION AND STOCK OPTION COMMITTEE REPORT SCOPE OF COMMITTEE'S WORK The Compensation and Stock Option Committee of the Board of Directors (the "Committee") administers the Company's 1992 Employee Stock Incentive Plan, as amended, reviews the Company's compensation plans, programs and policies for executive officers, monitors the performance and compensation of executive officers and other key employees and makes appropriate recommendations and reports to the full Board of Directors concerning matters of executive compensation. SUMMARY OF COMPENSATION POLICIES FOR CEO AND EXECUTIVE OFFICERS The Company's philosophy is to maintain compensation programs which attract, retain and motivate senior management with economic incentives which are directly linked to financial performance and increased stockholder value. The key elements of the Company's executive compensation program consist of a base salary, potential for an annual bonus directly linked to overall Company performance and the grant of stock options and other stock incentive awards intended to encourage achievement of superior results over time and to directly align executive officer and stockholder economic interests. CEO COMPENSATION The Committee believes the Chief Executive Officer's compensation should be heavily influenced by Company performance. For the last three fiscal years, Mr. Alan H. Cohen, the Company's Chief Executive Officer, was compensated at an annualized rate of $265,000. See "Executive Compensation-Summary Compensation Table". In March 1998, the Committee established a performance bonus program for Mr. Cohen (as well as for the Company's other senior executive officers) which, for the fiscal year ended February 27, 1999, was based on four factors: 1. Increase in 1999 operating income before taxes as compared to 1998 operating income before taxes 2. Same store sales increases 3. Total sales increases 4. Total square footage added from retail stores A bonus of between 0% and 60% of base compensation, up to a maximum of $159,000 was payable to Mr. Cohen under the program. The Committee believes this arrangement provided the Chief Executive Officer (as well as the Company's other senior executive officers) with significant incentive and aligned what amounted to a bonus ($15,900 for fiscal 1999) equal to a representative percentage (6% for fiscal 1999) of his annual base salary directly to the Company's economic performance. While the Committee believes that the use of stock options which vest over a period of time are an effective device to link individual compensation with increased stockholder values, because of Mr. Cohen's substantial equity position in the Company (an aggregate of 2,483,148 shares of Class A and Class B Common Stock as of May 28, 1999), Mr. Cohen requested that he not be eligible at the current time for the grant of stock options or other incentive awards under the Company's Incentive Plan. Mr. Cohen, along with Mr. David I. Klapper, Mr. David M. Fagin and Mr. Larry J. Sablosky (collectively "founders") are principal shareholders of the Company and have currently elected not to receive grants of stock options or stock grants. Consequently, no options or incentive awards were granted to the founders during fiscal 1999. 12 16 EXECUTIVE OFFICERS COMPENSATION The Committee has adopted similar policies with respect to overall compensation of the Company's other senior executive officers. The Company's Senior Vice President - Merchandise and Marketing, Mr. Wood, was compensated at an annual base salary of $220,000 during fiscal 1999. The Company's Senior Vice President - Finance, Chief Financial Officer and Assistant Secretary, Mr. Schneider, was compensated at an annual base salary of $200,000 during fiscal 1999. The Company's Senior Vice President-General Counsel and Secretary, Mr. Gary Cohen was compensated at an annual base salary of $192,500 during fiscal 1999. The Company's Senior Vice President-Real Estate & Store Development, Mr. Sanders was compensated at an annual base salary of $175,000 during fiscal 1999. In addition, Messrs. Wood, Schneider, Sanders and Cohen participated in a bonus plan similar to the plan described above, subject to a maximum bonus of 40% of annual base salary. The Company's Chief Executive Officer and the other Named Officers were also eligible to participate in the Company's Profit Sharing Plan currently up to a maximum annual contribution of $30,000 per person for the Company's most recent plan year ended October 31, 1998. See "Executive Compensation - Summary Compensation Table". Under current law, income tax deductions for compensation paid by publicly-traded companies may be limited to the extent total compensation (including base salary, annual bonus, restricted stock awards, stock options exercises, and non-qualified benefits) for certain executive officers exceeds $1 million in any one year. Under the law, the deduction limit does not apply to payments which qualify as "performance based." To qualify as "performance based", compensation payments must be made from a plan that is administered by a compensation committee of the Board of Directors which is comprised solely of two or more outside directors. In addition, the material terms of the plan must be disclosed to and approved by stockholders, and the Committee must certify that the performance goals were achieved before payments can be awarded. To the extent readily determinable, and as one of the factors in its consideration of compensation matters, the Committee also considers the anticipated tax treatment to the Company and to the executives of various payments and benefits. However, since some types of compensation payments and their deductibility depend upon the timing of an executive's exercise of stock options rights (e.g., the spread on exercise of non-qualified options), and because interpretations and changes in the tax laws and other factors beyond the Committee's control may also affect the deductibility of compensation, the Committee will not necessarily limit executive compensation to that which is deductible under applicable provisions of the Internal Revenue Code. The Committee will consider various alternatives to preserving the deductibility of compensation payments and benefits to the extent reasonably practicable and to the extent consistent with its other compensation objectives. 13 17 SUMMARY The Committee believes that the current compensation arrangements provide the Chief Executive Officer and the other executive officers with incentive to perform at superior levels and in a manner which is directly aligned with the economic interests of the Company's stockholders. COMPENSATION AND STOCK OPTION COMMITTEE Jonathan K. Layne Jeffrey H. Smulyan May 28, 1999 The above report of the Compensation and Stock Option Committee will not be deemed to be incorporated by reference into any filing by the Company under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent that the Company specifically incorporates the same by reference. COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION Messrs. Smulyan and Layne comprise the Compensation and Stock Option Committee. Mr. Smulyan is Chairman of the Board, President and principal shareholder of Emmis Communication Corporation, a publicly held company. During fiscal 1999, the Company purchased from Emmis Publishing Company, a wholly owned subsidiary of Emmis Communications Corporation, approximately $1,658,000 of publishing services related to the Company's quarterly marketing magazine, `Spike'. Mr. Layne is a partner of the law firm of Gibson, Dunn & Crutcher LLP, which has provided legal services to the Company. The Company expects that such law firm will continue to render legal services to the Company in the future. 14 18 STOCK PRICE PERFORMANCE GRAPH COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN AMONG THE FINISH LINE, INC. S&P 500 INDEX AND PEER GROUP INDEX (1) The Stock Price Performance Graph below shall not be deemed incorporated by reference by any general statement incorporating by reference this proxy statement into any filing under the Securities Act of 1933 or under the Securities Exchange Act of 1934, except to the extent the Company specifically incorporates this information by reference, and shall not otherwise be deemed filed under such Acts. Company Market Peer 2/28/94 100.00 100.00 100.00 2/28/95 78.462 101.407 77.930 2/29/96 107.692 141.303 49.256 2/28/97 529.231 168.543 45.347 2/27/98 403.077 230.608 74.065 2/26/99 296.923 300.159 48.068 ASSUMES $100 INVESTED ON MARCH 1, 1994 AND ASSUMES DIVIDENDS REINVESTED THROUGH FISCAL YEAR ENDING FEBRUARY 27, 1999 - ---------- 1) Peer group is: Standard Industrial Classification Codes 5940 through 5949 (actively trading issues during relevant period). SIC codes beginning with 594 represent miscellaneous Shopping Goods Stores which, in management's opinion, most closely represents the peer group of the Company. 15 19 EMPLOYEE INCENTIVE STOCK OPTION PLAN General On March 27, 1992, the Board of Directors adopted the 1992 Employee Stock Incentive Plan (the "Incentive Plan"), the purpose of which is to enable the Company to attract, retain and motivate its employees by providing for or increasing their proprietary interest in the Company. The Incentive Plan was amended by the Board of Directors on April 20, 1995 and by the Company's stockholders on July 20, 1995 to increase the maximum number of shares of Class A Common Stock issuable from 1,000,000 to 1,700,000. On April 30, 1998, the Board of Directors again amended the Incentive Plan to increase the maximum number of shares of Class A Common Stock issuable from 1,700,000 to 3,500,000 which was subsequently approved by the Company's stockholders on July 16, 1998. Any person who is employed by the Company or any subsidiary of the Company is eligible to participate in the Incentive Plan. As of May 28, 1999 approximately 8,000 persons were eligible. The Incentive Plan authorizes the issuance of up to 3,500,000 shares of Class A Common Stock, subject to adjustments under certain circumstances. As of May 28, 1999, options to purchase an aggregate of 2,108,635 shares of Class A Common Stock at an average exercise price of $9.16 per share had been granted (net of cancellations) under the Incentive Plan to a total of 164 persons leaving 1,391,365 options available for future grant. Included in these grants are options to purchase an aggregate of 375,375 shares granted to four of the named executive officers at an average exercise price of $7.50. Of these options, 143,400 have been exercised at an average price of $4.89 per share. All unexercised options, including those granted to the executives above, total 1,499,696 shares and vest over the following years: # Shares -------- Currently Vested 528,703 Vest During FYE 2/2000 209,425 Vest During FYE 2/2001 248,488 Vest During FYE 2/2002 360,480 Vest During FYE 2/2003 152,600 The Incentive Plan provides that it shall be administered by the Compensation and Stock Option Committee. Subject to the provisions of the Incentive Plan and to final approval by the Board, the Compensation and Stock Option Committee has the authority to select employees to whom awards will be granted thereunder, to grant such awards and to determine the number of shares to be sold or issued pursuant thereto and the terms and provisions of such awards, including, without limitation, the terms relating to vesting, exercise price and form of payment. The Incentive Plan authorizes the Compensation and Stock Option Committee to award (subject to final approval by the Board) eligible employees any type of benefits that may involve the issuance of shares of Class A Common Stock or other benefits that are derived from the value of shares of Class A Common Stock. Benefits are not restricted to any specified form or structure and may include, without limitation, stock bonuses, restricted stock, stock options, and other benefits. Any award may consist of one such arrangement or two or more of them in tandem or in the alternative. On June 1, 1999, the last sale price of the Company's Class A Common Stock on the Nasdaq Stock Market(R) waS $11.75 per share. No awards may be granted under the Incentive Plan after March 27, 2002, and no shares of Class A Common Stock may be issued under the Incentive Plan after March 27, 2012. 16 20 The Incentive Plan may be amended or terminated by the Board of Directors at any time; provided, however, that no such amendment or termination can deprive the recipient of an award granted under the Incentive Plan, without the consent of such recipient, of any of his or her rights thereunder or with respect thereto. The purpose of the Incentive Plan is to enable the Company and its subsidiaries to attract, retain and motivate their employees by providing for or increasing the proprietary interests of such employees in the Company. Every employee of the Company or any of its subsidiaries is eligible to be considered for the grant of awards under the Incentive Plan. The maximum number of shares of Class A Common Stock that may be issued pursuant to awards granted under the Incentive Plan is currently 3,500,000, subject to certain adjustments to prevent dilution. The Incentive Plan will be administered by the Compensation and Stock Option Committee. Subject to the provisions of the Incentive Plan and final approval of the Board, the Compensation and Stock Option Committee will have authority to select the participants to whom awards will be granted thereunder, to grant such awards, and to determine the terms and conditions of such awards and the number of shares to be issued pursuant thereto. NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN General On July 21, 1994, the stockholders adopted and on April 29, 1999, the Board of Directors amended, the Non-Employee Director Stock Option Plan (the "Director Plan"), the purpose of which is to enable the Company to attract, retain and motivate its non-employee directors by providing for or increasing their proprietary interest in the Company. Any non-employee director of the Company or any subsidiary of the Company is eligible to participate in the Director Plan. As of May 28, 1999, two persons were eligible. The Director Plan authorizes the issuance of up to 150,000 shares of Class A Common Stock, subject to adjustments under certain circumstances. As of May 28, 1999, options to purchase an aggregate of 52,000 shares of Class A Common Stock at an average exercise price of $10.29 per share had been granted under the Director Plan to a total of two persons. Of these options, 18,000 have been exercised at an average price of $6.42 per share. The unexercised options total 34,000 shares and vest over the following years: # Shares -------- Currently Vested 26,000 Vest During FYE 2/2000 8,000 The Director Plan is intended to be self-governing. To this end, the Director Plan requires no discretionary action by any administrative body with regard to any transaction under the Director Plan. To the extent, if any, that any questions or interpretation arise, they will be resolved by the Board. Upon initial election or appointment of any non-employee director to the Board or upon a continuing director becoming a non-employee director, such non-employee director will become eligible to receive an option to purchase 3,000 shares (previously 6,000 shares before the April 29, 1999 Director Plan amendment) of the Company's Class A Common Stock to be granted on the date of the next Annual Meeting of Stockholders pursuant to the terms and conditions described in the Director Plan. In addition, each non-employee director will be automatically granted, on a annual basis, a non-qualified stock option to purchase 4,000 shares of the Company's Class A Common stock on the date of each Annual Meeting of Stockholders commencing with the Annual Meeting of Stockholders at which the non-employee director is granted the 3,000 share option pursuant to the foregoing paragraph. The per share exercise price of the option will be the fair market value of a share of the Company's Class A Common 17 21 Stock on the date of grant, defined as the closing price of the Company's Class A Common Stock on the Nasdaq Stock Market(R) (or such other securities market on which the Company's Class A Common Stock is primarily traded on such date). Each option will have a term of ten years and shall become fully exercisable one year after grant. On June 1, 1999, the last sale price of the Company's Class A Common Stock on the Nasdaq Stock Market(R) was $11.75 per share. No awards may be granted under the Director Plan after July 21, 2004, and no shares of Class A Common Stock may be issued under the Director Plan after July 21, 2014. The Director Plan may be amended or terminated by the Board of Directors at any time; provided, however, that no such amendment or termination can deprive the recipient of an award granted under the Director Plan, without the consent of such recipient, of any of his or her rights thereunder or with respect thereto. RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS Ernst & Young LLP was the Company's certified public accountant for fiscal 1999. During fiscal 1999, the Company also engaged Ernst & Young LLP to render certain non-audit professional services involving assistance on tax planning matters and general consultations. The appointment of auditors is approved annually by the Board of Directors which is based in part on the recommendation of the Audit Committee. In making its recommendation, the Audit Committee reviewed both the audit scope and estimated audit fees for the coming year. Ernst & Young LLP has been selected by the Audit Committee and the Board of Directors for the current year. Stockholder approval is not sought in connection with this selection. Each professional service performed by Ernst & Young LLP during fiscal 1999 was reviewed, and the possible effect of such service on the independence of the firm was considered, by the Audit Committee. Representatives of Ernst & Young LLP plan to be present at the Annual Meeting of Stockholders and will be given an opportunity to make a statement if they desire to do so and will respond to questions from stockholders. PROPOSALS OF STOCKHOLDERS Proposals which stockholders intend to present at the 2000 Annual Meeting of Stockholders of the Company must be received by the Secretary of the Company at its principal offices (3308 N. Mitthoeffer Road, Indianapolis, Indiana 46235) no later than February 9, 2000. MISCELLANEOUS The Company's Annual Report to Stockholders for the fiscal year ended February 27, 1999, including the financial statements and related notes thereto, together with the report of the independent auditors and other information with respect to the Company, accompanies this Proxy Statement. The Company is not aware of any other business to be presented at the 1999 Annual Meeting. If matters other than those described should properly arise at the meeting, the proxies will vote on such matters in accordance with their best judgments. By Order of the Board Of Directors /s/ Gary D. Cohen Gary D. Cohen, Senior Vice President, General Counsel and Secretary Indianapolis, Indiana June 8, 1999 18 22 THE FINISH LINE, INC. CLASS A COMMON STOCK Proxy for Annual Meeting of Stockholders, July 15, 1999 This Proxy is solicited on behalf of the board of directors for the Annual Meeting of Stockholders to be held on July 15, 1999 at 9:00 a.m. Bank One Tower, 111 Monument Circle, Room 3B on 48th Floor, Indianapolis, Indiana The undersigned hereby acknowledges receipt of the Notice of Annual Meeting of Stockholders and the accompanying Proxy Statement for the 1999 Annual Meeting and, revoking all prior Proxies, appoints Alan H. Cohen and Steven J. Schneider, and each of them, with full power of substitution in each, the Proxies of the undersigned to represent the undersigned and vote all shares of Class A Common of the undersigned in The Finish Line, Inc. at the Annual Meeting of Stockholders to be held on July 15, 1999, and any adjournments or postponements thereof upon the following matters and in the manner designated. Please date, sign and mail your proxy card back as soon as possible! Annual Meeting of Stockholders THE FINISH LINE, INC. July 15, 1999 Please mark your votes as in this example: [X] 1. Election of Nominees: Directors. Alan H. Cohen FOR all nominees WITHHOLD David I. Klapper listed at right AUTHORITY Jonathan K. Layne (except as marked to vote for all Larry J. Sablosky to the contrary below) nominees listed Jeffrey H. Smulyan [ ] [ ] Stephen Goldsmith (INSTRUCTION: to withhold authority to vote for any individual nominee write that nominee's name on the space provided below) - ------------------------------- 2. To transact such other business as may properly come before the meeting or any adjournments or postponements thereof and as to which the undersigned hereby confers discretionary authority. THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE ELECTION AS DIRECTORS OF THE NOMINEES NAMED IN THE PROXY STATEMENT, AND ACCORDING TO THE JUDGEMENT OF THE PROXIES WITH RESPECT TO PROPOSAL 2. SIGNATURE(S) __________________ __________________ DATED: ______________ 1999 SIGNATURE (IF HELD JOINTLY) -----END PRIVACY-ENHANCED MESSAGE-----