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GTECH HOLDINGS CORPORATION CONDUCTS ANNUAL MEETING
Board Members Re-Elected; Corporate Financials Management Incentive Plan Approved; Appointment of Auditors Ratified; New Chairman Announced
(West Greenwich, Rhode Island -- August 4, 2003) GTECH Holdings Corporation (NYSE:GTK) held its Annual Shareholders Meeting today at which three members of its Board of Directors were re-elected; the Company's Corporate Financials Management Incentive Plan was approved; the Company's independent certified public accountants were ratified as auditors; and a new Chairman of the Board of Directors was announced.
Board of Directors
Mr. W. Bruce Turner, Mr. Burnett W. Donoho, and Mr. James F. McCann were re-elected to the Board of Directors for three-year terms. As directors of GTECH, Mr. Turner has served since 1999, Mr. Donoho since 1992, and Mr. McCann since February 2003.
2003 Corporate Financials Management Incentive Plan
GTECH shareholders approved the Company's 2003 Corporate Financials Management Incentive Plan. The plan is designed to provide incentive compensation to the Company's Chief Executive Officer and other eligible senior executives by rewarding the achievement of annual financial objectives. Such compensation granted by the Human Resources and Compensation Committee of the Board of Directors shall be paid in cash or may take the form of restricted stock awards. Approximately 90% of performance-based incentive compensation now qualifies for tax deductibility under Section 162(M) of the Internal Revenue Code of 1986.
Ratification of Appointment of Auditors
GTECH shareholders also ratified the selection of Ernst & Young LLP, independent certified public accountants, as auditors for GTECH for its current fiscal year which ends on February 28, 2004.
Commenting on the state of the Company, GTECH President and Chief Executive Officer W. Bruce Turner said, "GTECH is working in a variety of ways to continue delivering profitable growth and solid returns for our shareholders. Over the next three to five years, we believe GTECH will generate in excess of $150 million in annual average free cash flows. This level of expected free cash flow generation, combined with our substantial cash position and financial flexibility, gives us confidence that we can continue to fund our strategy for profitable growth, maintain our open market share repurchase program, and return cash to our shareholders through a dividend program."
Chairman
At the Annual Meeting, GTECH Chairman Lt. Gen. (Ret.) Emmett Paige, Jr. announced his retirement from the Company's Board of Directors under GTECH's mandatory retirement provisions. General Paige has been a GTECH director since 1997, and was elected to serve as Chairman in October 2002. Mr. Robert M. Dewey, Jr., who has served as a director since 1995 and is currently serving as GTECH's Nominating Committee Chairman, was elected by the standing independent members of the Board to succeed General Paige as Chairman.
"General Paige has demonstrated excellent leadership and invaluable expertise on behalf of GTECH's shareholders," said new GTECH Chairman Bob Dewey. "We're grateful for his many significant contributions over his six years of service to our Board."
"Bob Dewey's 30 years of experience in the financial services arena and his extensive knowledge of the securities business have been tremendously valuable to the Company," said retiring Chairman General Paige. "With his election as Chairman of the Board, Bob's guidance in the execution of GTECH's business and technology strategies will help to further strengthen GTECH's leadership position in the lottery industry. I am confident that Bob will continue to reinforce the strong platform of corporate governance which GTECH's Board of Directors has established over the past three years."
"I am honored to have been chosen as Chairman of GTECH's Board, and I look forward to contributing to the Company's global growth and realizing the full potential of this great company," said Mr. Dewey.
Certain statements contained in this press release are forward looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such statements include, without limitation, statements relating to the prospects and financial outlook for the Company, which reflect management assumptions regarding: (i) the future prospects for and stability of the lottery industry and other businesses in which the Company is engaged or expects to be engaged, (ii) the future operating and financial performance of the Company (including, without limitation, expected future growth in revenues, profit margins and earnings per share), and (iii) the ability of the Company to retain existing business and to obtain and retain new business. Such forward looking statements reflect management's assessment based on information currently available, but are not guarantees and are subject to risks and uncertainties that could cause actual results to differ materially from those contemplated in the forward looking statements.
These risks and uncertainties include, but are not limited to, those set forth above, in the Company's subsequent press releases and on reports by the Company on Forms 10?K, 10?Q and 8?K, and other reports and filings with the Securities and Exchange Commission, as well as risks and uncertainties respecting: (i) the potential impact of extensive and evolving government regulations upon the Company's business; (ii) the ability of the Company to continue to retain and extend its existing contracts and win new contracts; (iii) the possibility of slower than expected growth or declines in sales of lottery goods and services by the Company or the Company's customers; (iv) exposure to foreign currency fluctuations; (v) risks and uncertainties inherent in doing business in foreign jurisdictions; (vi) the relatively large percentage of the Company's revenues attributable to a relatively small number of the Company's customers; (vii) the possibility of significant fluctuation of quarterly operating results; (viii) the intensity of competition in the lottery industry; (ix) the possibility of substantial penalties under and/or termination of the Company's contracts; (x) the ability of the Company to respond to technological change and to satisfy the future technological demands of its customers; (xi) opposition to expansion of lottery and gaming; (xii) the Company's ability to attract and retain key employees; and (xiii) the possibility of adverse determinations in pending legal proceedings.
GTECH, a leading global information technology company with $1 billion in revenues and 4,200 people in 43 countries, provides software, networks, and professional services that power high-performance, transaction processing solutions. The Company's core market is the lottery industry, with a growing presence in financial services transaction processing. For more information about the Company, please visit GTECH's website at http://www.gtech.com. |