SEC Info - Outerwall Inc - ‘DEF 14A’ for 6/15/00

SEC Info℠

Home

Help

Please Sign In

Outerwall Inc – ‘DEF 14A’ for 6/15/00

On: Friday, 4/28/00 · For: 6/15/00 · Accession #: 1032210-0-840 · File #: 0-22555

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 4/28/00  Outerwall Inc                     DEF 14A     6/15/00    1:63K                                    Donnelley R R & S… Co/FA

Definitive Proxy Solicitation Material — Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: DEF 14A     Definitive Proxy Statement                            23    112K

Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) A.General Annual Meeting Information Audit Committee Charter Board Committees and Meetings B.Outside Auditor Can brokers vote in the election of directors? Can I revoke my proxy? C.Audit Process and Results Certain Relationships and Related Transactions Coinstar, Inc Compensation Committee Interlocks and Insider Participation Compensation of Directors Daniel A. Gerrity David E. Stitt Directors continuing in office until the 2001 Annual Meeting Directors continuing in office until the 2002 Annual Meeting D.Securities and Exchange Commission Filings E.Internal Controls and Legal Matters Executive Compensation How are proxies solicited, and what are the costs involved? How does a stockholder present a matter to be considered at an Annual Meeting? How many votes are required to elect a director? How many votes do I have? How will my proxy be voted? I.General Functions, Authority, and Role III.Responsibilities II.Membership Jens H. Molbak Larry A. Hodges May I see a list of stockholders? Other Matters Performance Measurement Comparison Proposal 1 Election of Directors Proposal 2 Ratification of Selection of Independent Auditors Report of the Compensation Committee of the Board of Directors on Executive Compensation Robert O. Aders Ronald A. Weinstein Section 16 Beneficial Ownership Reporting Compliance Security Ownership of Certain Beneficial Owners and Management Stockholder Information Summary of Compensation What am I voting on? What is a quorum? Who counts the votes? Who is entitled to vote? Will any other matters be presented at the Annual Meeting? William D. Ruckelshaus
1	1st Page - Filing Submission
"	Coinstar, Inc
5	Annual Meeting Information
"	Who is entitled to vote?
"	What is a quorum?
"	What am I voting on?
"	How many votes are required to elect a director?
"	How many votes do I have?
"	How will my proxy be voted?
6	Who counts the votes?
"	Can brokers vote in the election of directors?
"	Can I revoke my proxy?
"	Proposal 1 Election of Directors
7	Daniel A. Gerrity
"	Larry A. Hodges
"	Directors continuing in office until the 2001 Annual Meeting
"	Jens H. Molbak
"	William D. Ruckelshaus
"	Robert O. Aders
8	Directors continuing in office until the 2002 Annual Meeting
"	David E. Stitt
"	Ronald A. Weinstein
"	Board Committees and Meetings
"	Audit Committee Charter
"	I.General Functions, Authority, and Role
9	II.Membership
"	III.Responsibilities
"	A.General
"	B.Outside Auditor
10	C.Audit Process and Results
"	D.Securities and Exchange Commission Filings
11	E.Internal Controls and Legal Matters
"	Proposal 2 Ratification of Selection of Independent Auditors
12	Security Ownership of Certain Beneficial Owners and Management
13	Section 16 Beneficial Ownership Reporting Compliance
14	Executive Compensation
"	Compensation of Directors
"	Compensation Committee Interlocks and Insider Participation
15	Summary of Compensation
17	Report of the Compensation Committee of the Board of Directors on Executive Compensation
19	Performance Measurement Comparison
20	Certain Relationships and Related Transactions
"	Other Matters
"	Will any other matters be presented at the Annual Meeting?
"	How are proxies solicited, and what are the costs involved?
"	Stockholder Information
"	How does a stockholder present a matter to be considered at an Annual Meeting?
21	May I see a list of stockholders?

DEF 14A 1st Page of 23 TOC ↑Top Previous Next ↓Bottom Just 1st
================================================================================

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934

Filed by the Registrant [X]

Filed by a Party other than the Registrant [_]

Check the appropriate box:

[_] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement

[_] Definitive Additional Materials

[_] Soliciting Material Under Rule 14a-12

COINSTAR, INC.
--------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

N/A
--------------------------------------------------------------------------------
(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.

(6) Amount Previously Paid: N/A

-------------------------------------------------------------------------

(7) Form, Schedule or Registration Statement No.: N/A

-------------------------------------------------------------------------

(8) Filing Party: N/A

-------------------------------------------------------------------------

(9) Date Filed: N/A

-------------------------------------------------------------------------

DEF 14A 2nd Page of 23 TOC 1st Previous Next ↓Bottom Just 2nd
[LOGO OF COINSTAR, INC.]

April 28, 2000

Dear Coinstar Stockholders:

I am pleased to invite you to Coinstar's Annual Meeting of Stockholders. The
meeting will be at 10:00 a.m. on Thursday, June 15, 2000 at Coinstar's offices
located at 1800-114th Avenue S.E., Bellevue, Washington 98004.

At the meeting, you will elect two directors to our Board of Directors,
ratify the selection of Deloitte & Touche LLP as our auditors and transact any
other business properly presented at the meeting. You will also have the
opportunity to hear what has happened in our business in the past year and ask
questions.

We hope you can join us on June 15. Whether or not you can attend, please
read the enclosed Proxy Statement. When you have done so, please mark your
votes on the enclosed proxy, sign and date the proxy, and return it to us in
the enclosed envelope. Your vote is important, so please return your proxy
promptly.

Sincerely,

/s/ Mark P. Tanoury

Mark P. Tanoury
Secretary

DEF 14A 3rd Page of 23 TOC 1st Previous Next ↓Bottom Just 3rd
COINSTAR, INC.
1800 114th Avenue S.E.
Bellevue, WA 98004

----------------

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 15, 2000

----------------

TO THE STOCKHOLDERS OF COINSTAR, INC.:

On June 15, 2000, we will hold our Annual Meeting of Stockholders at our
offices located at 1800-114th Avenue S.E., Bellevue, Washington 98004. The
meeting will begin at 10:00 a.m. local time. At the meeting the stockholders
will be asked to:

1. Elect two directors to hold office until the 2003 Annual Meeting of
Stockholders.

2. Ratify the selection of Deloitte & Touche LLP as independent
auditors of Coinstar for its fiscal year ending December 31, 2000.

3. Consider other matters properly presented at the meeting.

You are entitled to vote if you were a stockholder at the close of business
on April 26, 2000.

By Order of the Board of Directors

/s/ Mark P. Tanoury

Mark P. Tanoury
Secretary
Menlo Park, California
April 28, 2000

All stockholders are cordially invited to attend the meeting in person.
Whether or not you expect to attend the meeting, please complete, date, sign,
and return the enclosed proxy as promptly as possible in order to ensure your
representation at the meeting. A return envelope (which is postage prepaid if
mailed in the United States) is enclosed for that purpose. Even if you have
given your proxy, you may still vote in person if you attend the meeting.
Please note, however, that if a broker, bank or other nominee holds your
shares of record and you wish to vote at the meeting, you must obtain from the
record holder a proxy issued in your name.

DEF 14A 4th Page of 23 TOC 1st Previous Next ↓Bottom Just 4th
CONTENTS

[Download Table]

ANNUAL MEETING INFORMATION................................................. 1
Who is entitled to vote?................................................. 1
What is a quorum?........................................................ 1
What am I voting on?..................................................... 1
How many votes are required to elect a director?......................... 1
How many votes do I have?................................................ 1
How will my proxy be voted?.............................................. 1
Who counts the votes?.................................................... 2
Can brokers vote in the election of directors?........................... 2
Can I revoke my proxy?................................................... 2

PROPOSAL 1 ELECTION OF DIRECTORS........................................... 2
Directors continuing in office until the 2001 Annual Meeting............. 3
Directors continuing in office until the 2002 Annual Meeting............. 4

BOARD COMMITTEES AND MEETINGS.............................................. 4

Audit Committee Charter.................................................. 4
I.General Functions, Authority, and Role................................. 4
II.Membership............................................................ 5
III.Responsibilities..................................................... 5
A.General.............................................................. 5
B.Outside Auditor...................................................... 5
C.Audit Process and Results............................................ 6
D.Securities and Exchange Commission Filings........................... 6
E.Internal Controls and Legal Matters.................................. 7

PROPOSAL 2 RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS............... 7

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT............. 8

SECTION 16 BENEFICIAL OWNERSHIP REPORTING COMPLIANCE....................... 9

EXECUTIVE COMPENSATION..................................................... 10
Compensation of Directors................................................ 10
Compensation Committee Interlocks and Insider Participation.............. 10
Summary of Compensation.................................................. 11

REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS ON EXECUTIVE
COMPENSATION.............................................................. 13

PERFORMANCE MEASUREMENT COMPARISON......................................... 15

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS............................. 16

OTHER MATTERS.............................................................. 16
Will any other matters be presented at the Annual Meeting?............... 16
How are proxies solicited, and what are the costs involved?.............. 16

STOCKHOLDER INFORMATION.................................................... 16
How does a stockholder present a matter to be considered at an Annual
Meeting?................................................................ 16
May I see a list of stockholders?........................................ 17

DEF 14A 5th Page of 23 TOC 1st Previous Next ↓Bottom Just 5th
COINSTAR, INC.
1800 114th Avenue S.E.
Bellevue, WA 98004

----------------

PROXY STATEMENT
FOR ANNUAL MEETING OF STOCKHOLDERS

To Be Held on June 15, 2000

----------------

ANNUAL MEETING INFORMATION

The enclosed proxy is solicited on behalf of the Board of Directors of
Coinstar, Inc., a Delaware corporation, for use at the Annual Meeting of
Stockholders to be held on Thursday, June 15, 2000, at 10:00 a.m. local time,
or at any adjournment or postponement of the meeting, for the purposes
described below and in the accompanying Notice of Annual Meeting of
Stockholders. The Annual Meeting will be held at our offices located at 1800-
114th Avenue S.E., Bellevue, Washington 98004. We mailed this Proxy Statement
and accompanying proxy card on or about April 28, 2000 to the stockholders who
owned shares of our common stock as of April 26, 2000.

Who is entitled to vote?

Only holders of record of common stock at the close of business on April 26,
2000 may vote at the Annual Meeting. We had approximately 20,220,626 shares of
common stock outstanding on that date.

What is a quorum?

The holders of a majority of the shares of the common stock, present in
person or by proxy at the Annual Meeting, constitute a quorum for the
transaction of business. There must be a quorum for the meeting to be held.

What am I voting on?

You are being asked to elect two directors and to ratify the appointment of
Deloitte & Touche LLP as our auditors for the year 2000 audit. We are not
aware of any other matters to be presented for action at the Annual Meeting.

How many votes are required to elect a director?

If a quorum is present at the Annual Meeting, the two nominees for election
as directors who receive the greatest number of votes cast by the shares
present in person or by proxy represented at the Annual Meeting will be
elected directors. In an uncontested plurality election, such as this,
abstentions have no effect, since approval by a percentage of the shares
present or outstanding is not required.

How many votes do I have?

Each holder of record of common stock on the record date is entitled to one
vote for each share held on all matters to be voted on at the Annual Meeting.

How will my proxy be voted?

All shares represented by proxies will be voted in accordance with the
directions set forth on the proxy. If you do not give any direction, your
shares will be voted for all management proposals. We are not aware, as of the
date of this Proxy Statement, of any matters to be voted on at the Annual
Meeting other than as stated in this

DEF 14A 6th Page of 23 TOC 1st Previous Next ↓Bottom Just 6th
Proxy Statement and the accompanying Notice of Annual Meeting of Stockholders.
If any other matters are properly presented at the Annual Meeting, the
enclosed proxy gives discretionary authority to the persons named in the proxy
to vote the shares in their best judgment.

Who counts the votes?

American Securities Transfer, Inc., the inspector of election appointed for
the meeting, will count all votes. The inspector of election will separately
count affirmative and negative votes, abstentions and broker non-votes.
Abstentions will be counted towards the tabulation of votes cast on proposals
presented to the stockholders and will typically have the same effect as
negative votes, except with respect to votes for directors, pursuant to which
abstentions have no effect.

Can brokers vote in the election of directors?

Brokers who hold shares for the accounts of their clients may vote such
shares either as directed by their clients or in their own discretion if
permitted by the stock exchange or other organization of which they are
members. Members of the New York Stock Exchange are permitted to vote their
clients' proxies in their own discretion as to the election of directors if
their clients have not furnished voting instructions within ten days prior to
the meeting. Certain proposals other than the election of directors are "non-
discretionary," and brokers who have received no instructions from their
clients do not have discretion to vote on those items. When brokers vote
proxies on some but not all of the proposals at a meeting, the missing votes
are referred to as "broker non-votes." Broker non-votes are included in
determining the presence of a quorum at the meeting, but they are not
considered "shares present" for voting purposes and have no impact on the
outcome of non-discretionary proposals, other than to reduce the number of
favorable votes necessary to approve the proposal. Brokers have discretion to
vote on all the proposals at the Annual Meeting so there will be no broker
non-votes on any of the proposals.

Can I revoke my proxy?

Any person giving a proxy may revoke it at any time before it is voted. It
may be revoked by filing with our secretary at our principal executive office,
1800-114th Avenue S.E., Bellevue, Washington 98004, a written notice of
revocation or a signed proxy bearing a later date, or it may be revoked by
attending the meeting and voting in person. Attendance at the meeting will
not, by itself, revoke a proxy.

PROPOSAL 1
ELECTION OF DIRECTORS

Our Amended and Restated Certificate of Incorporation and Bylaws divide the
Board of Directors into three classes. Each class consists, as nearly as
possible, of one-third the total number of directors, and each class has a
three-year term. Only persons elected by a majority of the remaining directors
may fill vacancies on the Board of Directors. A director elected by the Board
to fill a vacancy (including a vacancy created by an increase in the size of
the Board of Directors) serves for the remainder of the full term of the class
of directors in which the vacancy occurred and until his or her successor is
elected and qualified.

The Board of Directors is presently composed of seven members. There are two
directors in the class whose term of office expires in 2000. Both of the
nominees for election to this class, Larry A. Hodges and Daniel A. Gerrity,
are directors. The stockholders previously elected Mr. Hodges. Mr. Gerrity was
appointed by a majority of the Board of Directors in February 2000 to fill the
vacancy left by a director whose term was up this year and chose not to stand
for reelection. If elected at the Annual Meeting, each of the nominees would
serve until the 2003 Annual Meeting and until his successor is elected and
qualified, or until such director's earlier death, resignation, or removal.

DEF 14A 7th Page of 23 TOC 1st Previous Next ↓Bottom Just 7th
Shares represented by executed proxies will be voted, if authority to do so
is not withheld, for the election of the two nominees named below. Each person
nominated for election has agreed to serve if elected, and management has no
reason to believe that any nominee will be unable to serve. If any nominee
becomes unavailable to serve as a director, the persons named in the enclosed
proxy can vote for or against any other nominee in accordance with their
judgment.

Nominees for election for a three-year term expiring at the 2003 Annual
Meeting:

Daniel A. Gerrity

Daniel A. Gerrity, 38, has served as a director of Coinstar since February
2000. The Board appointed him at that time to fill a vacancy left by a
director whose term would have been up at this annual meeting. Mr. Gerrity
joined Coinstar in November 1993 as our vice president and chief technology
officer, after serving on our advisory board since 1990. Mr. Gerrity has
served as our president and chief operating officer since 1998 and our chief
executive officer since February 2000. Before joining Coinstar, Mr. Gerrity
was an engineering manager for Slate Corporation, an application software
company, from 1990 until November 1993.

Larry A. Hodges

Larry A. Hodges, 51, has served as a director of Coinstar since December
1995. Mr. Hodges has served as the president and chief executive officer of
Mrs. Field's Original Cookies, Inc., a retail cookie/bakery chain, since April
1994. From 1992 to 1993, Mr. Hodges managed Food Barn Stores, Inc., a
supermarket chain owned by Prudential Insurance Company. For the 25 years
before that, Mr. Hodges served in various capacities at American Stores
Company, a food and drug retailer, including serving as president of two
subsidiaries. Mr. Hodges also serves as a director of Ameristar Casinos, Inc.,
a casino gaming company.

(The Board of Directors recommends a vote in favor of each Nominee.)

Directors continuing in office until the 2001 Annual Meeting:

Jens H. Molbak

Jens H. Molbak, 37, the chairman of the Board, founded Coinstar in 1990 and
served as our chief executive officer until February 2000, when he took the
full-time position of president and chief executive officer of Meals.com,
Inc., one of our subsidiaries. Prior to founding Coinstar he served two years
as an analyst at Morgan Stanley & Co., Inc., an investment bank.

William D. Ruckelshaus

William D. Ruckelshaus, 67, has been a director of Coinstar since 1997. Mr.
Ruckelshaus has been a principal in Madrona Investment Group, L.L.C., an
investment company since 1996, and is a strategic partner in the Madrona
Venture Fund, formed in 1999. He was chairman of Browning-Ferris Industries
from 1995 to 1999 and chairman and chief executive officer from 1988 to 1995.
He was Administrator, Environmental Protection Agency from 1983 to 1985 and a
senior vice president of Weyerhaeuser Company, a timber company, from 1976 to
1983. He is also a director of Weyerhaeuser Company, Cummins Engine Company,
Inc., Monsanto Company, Nordstrom, Inc., and Solutia, Inc.

Robert O. Aders

Robert O. Aders, 73, has been a director of Coinstar since March 1999. Mr.
Aders is President Emeritus and a member of the board of directors of the Food
Marketing Institute where he served as chief executive officer from its
founding in 1976 until his retirement in 1993. Immediately before joining the
Food Marketing Institute, Mr. Aders was acting Secretary of Labor in the Ford
Administration. Mr. Aders worked at the Kroger Company from 1957 until 1974.
He served in a number of executive positions before being elected chairman of
the board in 1970. He is current chairman of The Advisory Board, Inc., an
international consulting organization. He is also

DEF 14A 8th Page of 23 TOC 1st Previous Next ↓Bottom Just 8th
of counsel to Collier, Shannon, Rill & Scott, a law firm in Washington, D.C.,
and a director of Telepanel Systems, a manufacturer and distributor of
electronic shelf labels for retail stores, and The Source Information
Management Company, a manufacturer and provider of marketing and merchandising
services for display racks in retail stores.

Directors continuing in office until the 2002 Annual Meeting:

David E. Stitt

David E. Stitt, 53, has been a director of Coinstar since 1995. He has
served as managing partner of Banyan Private Equity Management, a private
investment firm, since February 1998. From 1985 to February 1998, he was an
employee of Vencap, Inc. (formerly, Vencap Equities Alberta Ltd.), a venture
capital firm, most recently as a vice president. Previously, for seven years,
he was vice president of sales and marketing for Westmills Carpet Ltd., a
regional carpet manufacturer located in western Canada.

Ronald A. Weinstein

Ronald A. Weinstein, 59, has been a director of Coinstar since 1992. Since
November 1992, he has served as the managing general partner of the Weinstein
Family Limited Partnership, an investment partnership. Mr. Weinstein also
serves as a director of CelebrateExpress.com, Inc., an on-line party planning
service, and Great Circle Family Foods, LLC, a food processing company.

BOARD COMMITTEES AND MEETINGS

During the fiscal year ended December 31, 1999 our Board held 12 meetings.
The Board has an Audit Committee, a Compensation Committee and a Nominating
Committee.

Audit Committee. The Audit Committee meets with our independent auditors at
least annually to review the results of the annual audit. The Audit Committee
also recommends to our Board the independent auditors to be retained and
reviews the Auditors' comments as to controls, adequacy of staff, and the
results of procedures performed in connection with the audit process. In 1999,
the Audit Committee was composed of three non-employee directors, Messrs.
Larry Hodges, George Clute, and David Stitt. Mr. Clute chose not to stand for
reelection to the Board and resigned in February 2000, leaving a vacancy on
the Audit Committee.

The Audit Committee adopted, and the Board approved, an Audit Committee
Charter on February 24, 2000. The charter is set forth below in its entirety.

Audit Committee Charter

I. General Functions, Authority, and Role

The Audit Committee is a committee of the Board of Directors. Its primary
function shall be to assist the Board in fulfilling its oversight
responsibilities by reviewing the financial information to be provided to the
stockholders and others, the systems of internal controls that management and
the Board of Directors have established, and the Company's audit process.

The Audit Committee shall have the power to conduct or authorize
investigations into any matters within the committee's scope of
responsibilities. In connection with such investigations or otherwise in the
course of fulfilling its responsibilities under this charter, the Audit
Committee shall have the authority to retain special legal, accounting, or
other consultants to advise it, and may request any officer or employee of the
Company, its outside legal counsel, or outside auditor to attend a meeting of
the Audit Committee or to meet with any members of, or consultants to, the
Audit Committee.

The Company's outside auditor shall be accountable to the Board of Directors
and to the Audit Committee, and the Board of Directors and Audit Committee
shall have the authority and responsibility to select, evaluate,

DEF 14A 9th Page of 23 TOC 1st Previous Next ↓Bottom Just 9th
and, where appropriate, replace the outside auditor. In the course of
fulfilling its specific responsibilities hereunder, the Audit Committee shall
strive to maintain an open avenue of communication between the Company's
outside auditor and the Board of Directors.

The responsibilities of a member of the Audit Committee shall be in addition
to such member's duties as a member of the Board of Directors.

While the Audit Committee shall have the responsibilities and powers set
forth in this charter, it shall not be the duty of the Audit Committee to plan
or conduct audits or to determine whether the Company's financial statements
are complete, accurate, or in accordance with generally accepted accounting
principles. These are the responsibilities of management and the outside
auditor. Nor shall it be the duty of the Audit Committee to conduct
investigations, to resolve disagreements, if any, between management and the
outside auditor, or to assure compliance with laws and regulations or the
Company's own policies or code of conduct.

II. Membership

The membership of the Audit Committee shall consist of at least three
members of the Board of Directors who shall serve at the pleasure of the Board
of Directors. The membership of the Audit Committee shall meet the
independence and financial literacy and experience requirements of The Nasdaq
Stock Market, Inc. or similar requirements of such other securities exchange
or quotation system as may from time to time apply to the Company.

Audit Committee members and the committee chair shall be designated by the
full Board of Directors upon the recommendation of the Nominating Committee.

III. Responsibilities

The responsibilities of the Audit Committee shall be as follows:

A. General

1. Meet at least twice per year, or more frequently as circumstances or the
obligations of the Audit Committee require.

2. Report Audit Committee actions to the Board of Directors with such
recommendations as the committee may deem appropriate.

3. Annually review and reassess the adequacy of this charter and submit it
to the Board of Directors for approval.

4. Perform such functions as may be assigned by law, the Company's
certificate of incorporation or bylaws, or the Board of Directors.

B. Outside Auditor

1. As necessary, consider with management and the outside auditor the
rationale for employing audit firms other than the principal outside auditor.

2. Recommend to the Board of Directors that the outside auditor be
nominated, approve the compensation of the outside auditor, and, as necessary,
review and approve the discharge of the outside auditor.

3. Take reasonable steps to confirm the independence of the outside auditor,
which shall include (a) ensuring receipt from the outside auditor a formal
written statement delineating all relationships between the outside auditor
and the Company, consistent with Independence Standards Board Standard No. 1,
(b) discussing with the outside auditor any disclosed relationships or
services that may impact the objectivity and independence

DEF 14A 10th Page of 23 TOC 1st Previous Next ↓Bottom Just 10th
of the outside auditor, and (c) as necessary, taking, or recommending that the
Board of Directors take, appropriate action to oversee the independence of the
outside auditor.

C. Audit Process and Results

1. Consider, in consultation with the outside auditor, the audit scope and
plan of the internal auditors and the outside auditor.

2. Review with the outside auditor the coordination of the audit effort to
assure completeness of coverage, reduction of redundant efforts, and the
effective use of audit resources.

3. Consider and review with the outside auditor:

a. The adequacy of the Company's internal controls, including computerized
information system controls and security.

b. Any related significant findings and recommendations of the outside
auditor together with management's responses thereto.

c. The matters required to be discussed by Statement on Auditing Standards
No. 61, as may be modified and supplemented from time to time.

4. Review and discuss with management and the outside auditor at the
completion of the annual examination:

a. The Company's audited financial statements and related footnotes.

b. The outside auditor's audit of the financial statements and report
thereon.

c. Any significant changes required in the outside auditor's audit plan.

d. Any serious difficulties or disputes with management encountered during
the course of the audit.

e. Other matters related to the conduct of the audit which are to be
communicated to the committee under generally accepted auditing
standards.

5. Consider and review with management:

a. Significant findings during the year and management's responses
thereto.

b. Any difficulties encountered in the course of the outside auditor's
audits, including any restrictions on the scope of their work or access
to required information.

c. Any changes required in the planned scope of the audit plan.

6. Inquire of management and the outside auditor about significant risks or
exposures and assess the steps management has taken to minimize such risks to
the Company.

7. Meet with the outside auditor and management in separate executive
sessions to discuss any matters that the committee believes should be
discussed privately with the Audit Committee.

D.Securities and Exchange Commission Filings

1. Review filings with the Securities and Exchange Commission and other
published documents containing the Company's financial statements.

2. Review with management and the outside auditor the draft of the quarterly
earnings release and the results of the auditor's interim or annual review
before they are released to the public or filed with the Securities and
Exchange Commission or other regulators.

DEF 14A 11th Page of 23 TOC 1st Previous Next ↓Bottom Just 11th
3. Prepare the report required by the rules of the Securities and Exchange
Commission to be included in the Company's annual proxy statement.

E.Internal Controls and Legal Matters

1. Review the Company's policies and procedures with respect to officers'
expense accounts and perquisites, including their use of corporate assets, and
consider the results of any review of these areas by the outside auditor.

2. Review legal and regulatory matters that may have a material impact on
the financial statements and review related company compliance policies.

The Audit Committee met three times in 1999.

Compensation Committee. The Compensation Committee makes recommendations to
the Board concerning salaries and incentive compensation, awards stock options
to employees and consultants under Coinstar's stock option plan, and performs
other functions regarding compensation as delegated by the Board. The
Compensation Committee is composed of three non-employee directors, Messrs.
Ruckelshaus, Stitt, and Weinstein. The Compensation Committee met three times
in 1999.

Nominating Committee. The Nominating Committee makes recommendations to the
Board concerning candidates for directorships. The Nominating Committee
consisted of two directors in 1999: Ronald A. Weinstein and George Clute. Mr.
Clute chose not to stand for reelection to the Board Of Directors and resigned
in February 2000, leaving a vacancy on the Nominating Committee. The
Nominating Committee did not meet last year. The committee will consider the
names and qualifications of candidates for the Board submitted by stockholders
in accordance with the procedures referred to on page 16 of this Proxy
Statement.

During the fiscal year ended December 31, 1999, each director attended at
least 75% of the aggregate of the meetings of the Board and of the committees
on which he served.

PROPOSAL 2
RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS

The Board of Directors has selected Deloitte & Touche LLP as our independent
auditors for the fiscal year ending December 31, 2000 and has further directed
that management submit the selection of independent auditors for ratification
by the stockholders at the Annual Meeting. Deloitte & Touche LLP has audited
our financial statements since our inception in 1991. Representatives of
Deloitte & Touche LLP are expected to attend the Annual Meeting. They will
have an opportunity to make a statement, if they choose, and will be available
to respond to appropriate questions.

Your ratification of the selection of Deloitte & Touche LLP as our
independent auditors is not required by our bylaws or otherwise. The Board
nonetheless is submitting the selection of Deloitte & Touche LLP to you for
ratification as a matter of good corporate practice. If you fail to ratify the
selection, the Audit Committee and the Board will reconsider whether to retain
them. Even if the selection is ratified, the Audit Committee and the Board in
their discretion may direct the appointment of different independent auditors
at any time during the year if they determine that such a change would be in
the best interests of Coinstar and its stockholders.

The affirmative vote of the holders of a majority of the shares present in
person or represented by proxy and entitled to vote at the Annual Meeting will
be required to ratify the selection of Deloitte & Touche LLP.

(The Board of Directors recommends a vote in favor of Proposal 2.)

DEF 14A 12th Page of 23 TOC 1st Previous Next ↓Bottom Just 12th
SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table shows the number of shares of common stock beneficially
owned on March 31, 2000 by: (i) each director; (ii) each of the Named
Executive Officers listed in the Summary Compensation Table on page 11 who
were executive officers during 1999; (iii) the executive officers and
directors of the Company as a group; and (iv) all those known by us to be
beneficial owners of more than 5% of our outstanding common stock.

[Download Table]

Number of Shares Percent of
Beneficially Outstanding
Beneficially Owned Owned(1) Shares
------------------ ---------------- -----------

Acorn Ventures, Inc.(2)
11400 SE 6th Street, Suite 120
Bellevue, WA 98004............................... 1,115,142 5.51%
Snyder Capital Management, L.P.
Snyder Capital Management, Inc. (3)
350 California Street, Suite 1460
San Francisco, CA 94104.......................... 1,621,600 8.0%
Mark A. Riely
260 West Broadway, Suite 2-D
New York, NY 10013(4)............................ 1,115,300 5.5%
Jens H. Molbak(5)................................. 745,099 3.7%
Daniel A. Gerrity(6).............................. 191,487 *
Kirk A. Collamer (7).............................. 88,795 *
Michael L. Doran(8)............................... 38,680 *
Ian Melanson(9)................................... 23,167 *
Larry A. Hodges(10)............................... 35,000 *
David E. Stitt(11)................................ 22,000 *
William D. Ruckelshaus(12)........................ 22,726 *
Ronald A. Weinstein(13)........................... 268,379 1.33%
Robert O. Aders(14)............................... 21,534 *
All directors and executive officers as a group
(10 persons)..................................... 1,456,867 7.2%

--------
* Represents beneficial ownership of less than 1%.

(1) Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission. In computing the number of shares
beneficially owned by a person and the percentage of ownership of that
person, shares of common stock subject to options or warrants held by
that person that are currently exercisable or will become exercisable
within 60 days of March 31, 2000 are deemed outstanding. These option
shares are not deemed outstanding for the purpose of computing the
percentage ownership of any other person (unless otherwise assumed to be
outstanding). Except as indicated by footnote, and subject to marital
community property laws where applicable, we believe that the persons
named in the table above have sole voting and investment power with
respect to all shares of common stock shown as beneficially owned by
them. As of March 31, 2000, we had 20,220,626 shares of common stock
outstanding.

(2) Beneficial ownership as of December 31, 1999 as reported on Form 13G
filed with the Securities and Exchange Commission on February 14, 2000.
Includes 900,000 shares that may be acquired upon the exercise of
warrants issued in connection with a prior preferred stock financing.
Fifty percent of the shares issued upon the exercise of such warrants
are subject to a repurchase option in favor of Coinstar if Coinstar has
not attained a specified valuation on certain dates. Also includes
19,000 shares owned by a charitable remainder trust of which Mr. Rufus
Lumry, the sole stockholder of Acorn Ventures, Inc., is the trustee.

DEF 14A 13th Page of 23 TOC 1st Previous Next ↓Bottom Just 13th
(3) Beneficial ownership of shares as of December 31, 1999 as reported on
Form 13G filed with the Securities and Exchange Commission on February
16, 2000.

(4) Beneficial ownership of shares as of November 8, 1999 as reported on
Form 13G filed with the Securities and Exchange Commission on November
8, 1999. Includes 149,500 shares of common stock owned of record by Mr.
Riely, 110,000 shares of common stock owned by Media Group Investments,
Ltd., which has as its investment advisor Vercingetorix Corp., of which
Mr. Riely is a 50% stockholder, 709,000 shares of common stock owned by
Media Group Investors, L.P., which has a sole general partner, Media
Group Management, Inc., of which Mr. Riely is a 75% stockholder, and
146,000 shares of common stock owned by an account of Goldman Sachs
Strategic Tech Fund, which account is managed by Vercingetorix Corp., of
which Mr. Riely is a 50% stockholder.

(5) Includes 158,517 shares issuable upon the exercise of options
exercisable within 60 days of March 31, 2000. Also includes 50,000
shares held by Mt. Shuksan Investments LLC and 73,000 shares held by
Penny Partners L.P. Mr. Molbak shares voting and investment power over
the shares held by Mt. Shuksan Investments LLC and Penny Partners L.P.
and disclaims beneficial ownership of such shares except to the extent
of his ownership interest therein.

(6) Includes 127,700 shares issuable upon the exercise of options
exercisable within 60 days of March 31, 2000. Also includes 100 shares
held by Mr. Gerrity's son. Mr. Gerrity shares voting and investment
power over the shares held by his son and disclaims beneficial ownership
of such shares except to the extent of his ownership interest therein.

(7) Includes 86,019 shares issuable upon the exercise of options exercisable
within 60 days of March 31, 2000. Mr. Collamer resigned from Coinstar
effective February 29, 2000; accordingly, pursuant to the terms of the
Coinstar 1997 Equity Incentive Plan his vested options will terminate if
not exercised before May 29, 2000.

(8) Includes 28,271 shares issuable upon exercise of an option exercisable
within 60 days of March 31, 2000.

(9) Represents 23,167 shares subject to stock options exercisable within 60
days of March 31, 2000.

(10) Represents 35,000 shares issuable upon exercise of options exercisable
within 60 days of March 31, 2000.

(11) Includes 20,000 shares issuable upon exercise of stock options within 60
days of March 31, 2000.

(12) Includes 17,726 shares issuable upon exercisable of stock options within
60 days of March 31, 2000.

(13) Includes 31,428 shares issuable upon exercise of options exercisable
within 60 days of March 31, 2000. Also includes 90,400 shares
beneficially owned by the Weinstein Family Limited Partnership.
Mr. Weinstein is a general partner of the Weinstein Family Limited
Partnership.

(14) Includes 11,534 shares subject to stock options exercisable within 60
days of March 31, 2000.

Section 16 Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
our directors and executive officers, and persons who own more than 10% of a
registered class of Coinstar's equity securities, to report their stock
holdings and transactions to the Securities and Exchange Commission.

To our knowledge, based on a review of the copies of such reports furnished
to us and written representations that no other reports were required, during
the fiscal year ended December 31, 1999, all Section 16(a) filing requirements
applicable to our officers, directors and greater than 10% beneficial owners
were complied with.

DEF 14A 14th Page of 23 TOC 1st Previous Next ↓Bottom Just 14th
EXECUTIVE COMPENSATION

Compensation of Directors

Our directors currently do not receive any cash compensation for service on
the Board of Directors or any committee of the Board. Directors are, however,
eligible for reimbursement for expenses they incur in connection with
attendance at Board meetings in accordance with our policy.

Each non-employee director also receives stock option grants under the 1997
Non-Employee Directors' Stock Option Plan. The Directors' Plan provides for
automatic grants of options to purchase shares of common stock to eligible
non-employee directors of Coinstar. The maximum number of shares of common
stock that may be issued pursuant to options granted under the Directors' Plan
currently is 200,000. We do not intend for the options granted under the
Directors' Plan to qualify as incentive stock options under the Internal
Revenue Code as amended.

During 1999, the Company granted, under the Directors' Plan, options to
purchase 11,534 shares of the Company's common stock to Robert O. Aders,
options to purchase 5,000 shares to each of Messrs. Clute and Hodges and
options to purchase 10,000 shares to each of Messrs. Stitt, Ruckelshaus, and
Weinstein all at an exercise price of $25.125, the fair market value of such
stock on the date of grant (except that 10,000 of Mr. Aders' options were
granted with an exercise price of $15.625, the fair market value on the date
he joined the Board and received his initial grant). As of December 31, 1999,
no options had been exercised under the Directors' Plan.

Compensation Committee Interlocks and Insider Participation

No member of our Compensation Committee serves as a member of the board of
directors or compensation committee of any entity that has one or more
executive officers serving as a member of our Board of Directors or
Compensation Committee.

DEF 14A 15th Page of 23 TOC 1st Previous Next ↓Bottom Just 15th
Summary of Compensation

The following table shows for the fiscal years ended December 31, 1997, 1998
and 1999, compensation awarded or paid to, or earned by, our chief executive
officer and the other four most highly compensated executive officers at
December 31, 1999 (the "Named Executive Officers"):

Summary Compensation Table(1)

[Enlarge/Download Table]

Long-Term
Annual Compensation
Compensation(1) Awards
-------------------- ------------
Securities
Underlying All Other
Salary Bonus Options Compensation
Name and Principal Position Year ($) ($) (#) ($)
--------------------------- ---- ---------- --------- ------------ ------------

Jens H. Molbak........................ 1999 $ 180,000 $ -- 200,000 $ --
Chairman and Chief Executive (2) 1998 180,000 -- 108,308 --
Officer and Director 1997 129,166 -- 50,000 --

Daniel A. Gerrity (3)................. 1999 200,000 -- 150,000 --
President and Chief 1998 189,135 25,000 122,512 --
Operating Officer 1997 149,166 -- 30,000 --

Kirk A. Collamer (4).................. 1999 157,500 -- 30,000 --
Vice President and 1998 157,500 -- 57,269 --
Chief Financial Officer 1997 120,961 -- 50,000 --

Michael L. Doran (5).................. 1999 130,000 -- 44,000 --
Vice President, Software Technology 1998 110,000 6,875 30,308 --
1997 93,332.50 6,222.50 7,000 --

Ian Melanson (6)...................... 1999 135,000 -- 56,000 --
Vice President of Sales and Marketing 1998 11,250 6,875 30,000 14,770
1997 -- -- -- --

--------
(1) As permitted by rules established by the Securities and Exchange
Commission, no amounts are shown with respect to certain perquisites
where such amounts do not exceed the lesser of 10% of the sum of the
amount in the salary and bonus columns or $50,000.

(2) As of February 10, 2000, Mr. Molbak resigned as chief executive officer
of Coinstar and assumed the role of full-time chief executive officer of
Meals.com, Inc., one of Coinstar's subsidiaries. Mr. Molbak remains as
the chairman of the Board of Coinstar. In connection with this change of
position and his compensation package from Meals.com, Mr. Molbak
relinquished 50,000 of his Coinstar options.

(3) Mr. Gerrity was promoted to president and chief operating officer on
April 13, 1998. As of February 10, 2000 he also assumed the role of chief
executive officer. Mr. Gerrity's 1998 bonus was paid in February 1999,
but was earned in 1998 for performance in 1998.

(4) Mr. Collamer was hired as vice president and chief financial officer in
February 1997 and resigned effective February 29, 2000.

(5) Mr. Doran's 1998 bonus was paid in February 1999, but was earned in 1998
for performance in 1998. In addition, $1,805 of Mr. Doran's 1997 bonus
was paid in 1998, but was earned in 1997 for services performed in 1997.

(6) Mr. Melanson joined us as vice president of sales and marketing in
December 1998. We reimbursed Mr. Melanson for $14,770 in moving expenses
in 1998. Mr. Melanson's 1998 bonus was paid in February 1999, but was
earned in 1998 for performance in 1998.

DEF 14A 16th Page of 23 TOC 1st Previous Next ↓Bottom Just 16th
Stock Option Grants and Exercises

We grant options to our executive officers under the Coinstar 1997 Equity
Incentive Plan. As of December 31, 1999, options to purchase a total of
2,801,869 shares were outstanding under the Equity Incentive Plan and options
to purchase 443,128 shares remained available for grant under the plan.

The following tables show, for the fiscal year ended December 31, 1999,
certain information regarding options granted to, exercised by, and held at
year-end by the Named Executive Officers:

[Enlarge/Download Table]

Individual Grants
-------------------------------------------------------- Potential Realizable
Number of Value at Assumed
Securities Percent of Annual Rates of Stock
Underlying Total Options Price Appreciation for
Options Granted in Option Term(3)
Granted Fiscal 1999 Exercise -----------------------
Name (#)(1) (%)(2) Price ($/Sh) Expiration Date 5%($) 10%($)
---- ---------- ------------- ------------ ---------------- ----------- -----------

Jens H. Molbak.......... 200,000(4) 12.76% $11.75-10.00 1/19/09-12/21/09 $ 1,367,845 $ 3,466,389
Daniel A. Gerrity....... 150,000 9.57 11.75-10.00 1/19/09-12/21/09 1,025,884 2,599,792
Kirk A. Collamer........ 30,000 1.91 11.75 1/19/09 221,685 561,794
Michael L. Doran........ 44,000 2.81 11.75-10.50 1/19/09-11/11/09 309,416 784,121
Ian Melanson............ 56,000(5) 3.57 11.75-10.50 1/19/09-11/11/09 394,945 1,000,870

Option Grants in Last Fiscal Year

--------
(1) Options generally vest over four years with 25% vesting after the first
year and an additional 2.08333% of the shares vesting upon the completion
of each full month thereafter.

(2) Based on an aggregate of 1,567,654 shares subject to options granted to
employees of Coinstar in the fiscal year ended December 31, 1999,
including the Named Executive Officers.

(3) The potential realizable value calculated based on the term of the option
at the time of grant (10 years). Stock price appreciation of 5% and 10%
is assumed pursuant to rules promulgated by the Securities and Exchange
Commission and does not represent Coinstar's prediction of its stock
price performance. Actual gains, if any, are dependent on the actual
future performance of Coinstar's common stock and no gain to the optionee
is possible unless the stock price increases over the option term, which
will benefit all stockholders.

(4) In connection with his transition to president and chief executive
officer of Meals.com and his compensation package from Meals.com, Mr.
Molbak relinquished 50,000 of his Coinstar options.

(5) In connection with the performance of certain services for Meals.com, Mr.
Melanson received Meals.com options. In connection with the grant of the
Meals.com options, Mr. Melanson relinquished 25,000 of his Coinstar
options.

Aggregated Option Exercises in Last Fiscal Year and Year-End Option Values

[Enlarge/Download Table]

Number of Securities
Underlying Unexercised Value of Unexercised
Options at In-the-Money Options at
December 31, 1999(#)(2) December 31, 1999($)
Shares Acquired Value ------------------------- -------------------------
Name on Exercise(#) Realized($)(1) Exercisable Unexercisable Exercisable Unexercisable
---- --------------- -------------- ----------- ------------- ----------- -------------

Jens H. Molbak.......... 5,000 $53,690 107,475 270,833 $704,810 $1,036,037
Daniel A. Gerrity....... 7,500 72,472 89,595 226,042 557,007 903,877
Kirk A. Collamer........ 0 0 65,603 71,666 322,784 288,330
Michael L. Doran........ 8,975 117,216 17,124 65,209 121,239 295,089
Ian Melanson............ 0 0 9,375 76,625 86,718 346,781

--------
(1) Based on the difference between the fair market value on the date of
exercise and the exercise price.

(2) Based on the difference between the fair market value on December 31,
1999 ($14.00 per share) and the exercise price.

DEF 14A 17th Page of 23 TOC 1st Previous Next ↓Bottom Just 17th
REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF
DIRECTORS ON EXECUTIVE COMPENSATION

Compensation Committee Report

The Compensation Committee of the Board of Directors is composed of three
outside directors who are not employed by Coinstar and are free of any
relationship that would interfere with their exercise of independent judgment.
The committee is responsible for setting and administering the policies that
govern executive compensation and provides the following report to
stockholders.

Philosophy

Coinstar's executive compensation program is designed to attract, retain,
and motivate the talent it needs to achieve its aggressive business goals and
to build stockholder value. A significant portion of executive compensation is
linked to key measures of corporate performance as defined annually in
Coinstar's business plan. Additionally, through the long-term incentive
program, executives earn a significant portion of their compensation through
option grants that increase in value as Coinstar's stock increases in value.
The goal of this compensation plan is to align executive pay with increased
value for stockholders.

We take a "total compensation" approach, evaluating the competitiveness of
each executive compensation package based on all components of compensation:
base salary, bonus pay (short-term incentive program), stock options (long-
term incentive program), and benefits. In 1999, Coinstar again retained an
independent consultant to assist in the review of its pay practices, including
its executive pay. As in previous years, the consultant made recommendations
for market-driven adjustments to base pay.

The following is a discussion of each of the elements of the Coinstar's
executive program including a description of the decisions and actions taken
by the committee to determine compensation in 1999 for the chief executive
officer, the president, and the seven members of the senior management team
reporting to the President.

1999 Executive Compensation Program

Compensation paid to Coinstar's executive officers in 1999 (as reflected in
the Summary Compensation Table on page 12) consisted of the following
elements:

Base Salary. Base salaries for executives are determined by evaluating (1)
the responsibilities of the position, (2) the strategic value of the position
to Coinstar, (3) the experience and skills of the individual filling the
position, and (4) market data for comparable positions in other companies with
a similar revenue base. The base salaries for Coinstar's executive officers
are generally at the median when a comparison with market data is made. This
is consistent with our philosophy to weigh compensation more heavily towards
incentive pay programs that link executive rewards with stockholder value.

Bonus Pay (Short-Term Incentive Program). The executive bonus plan is tied
to specific business objectives developed annually in the Coinstar business
plan and approved by the Board of Directors. The size of the bonus to the
chief executive officer, the president, and the seven members of the senior
management team is determined as a percentage of base salary. In 1999,
Coinstar did not achieve its earnings objectives and executive managers
employed on December 31, 1999 were not eligible to receive their bonus.

Stock Options (Long-Term Incentive Program). We believe that a significant
percentage of compensation to executive officers should be delivered in the
form of stock options. Stock options utilized for this purpose align
management interests with stockholders by allowing them to share in the long-
term increase in value of our company. We believe these stock options play a
key role in attracting, motivating, and retaining the services of our
executive employees. Coinstar has historically rewarded its executive officers
through the grant of Incentive Stock Options and Non-Statutory Stock Options.

DEF 14A 18th Page of 23 TOC 1st Previous Next ↓Bottom Just 18th
Incentive Stock Options and Non-Statutory Stock Options are awarded to both
executive and non-executive employees on an annual basis by this committee or
the Board of Directors. The 1997 Equity Incentive Plan provides for the grant
of up to 3,850,000 shares of common stock, of which there were, as of December
31, 1999, 224,453 shares issued upon exercise of options, 2,801,869 options to
purchase shares outstanding, and 443,128 shares available for future grant.
Stock options are typically granted with exercise prices equal to the
prevailing market value of our common stock on the date of the grant, have 10-
year terms, and are subject to vesting periods established by the Compensation
Committee.

We do not employ a set of mechanical criteria in awarding stock options.
Rather we evaluate a series of factors including (1) the anticipated
contribution by the individual, (2) the stock options required from a
competitive point of view to retain the services of a valued executive
officer, and (3) market data for comparable positions in other companies with
a similar revenue base. Stock options awarded for executive officers are
generally above the median when this comparison with the market data is made.
This result is consistent with our philosophy to weigh compensation more
heavily towards incentive pay programs that link executive rewards with
stockholder value.

Chief Executive Officer Compensation

Jens H. Molbak served as chief executive officer and chairman of the Board
of Directors throughout 1999, and Mr. Daniel A. Gerrity served as president
and chief operating officer. Mr. Molbak was eligible to participate in the
same executive compensation plans as were available to other executive
officers; however, he elected not to receive a salary increase during fiscal
1999.

The Board granted Mr. Molbak stock options under the 1997 Equity Incentive
Plan for 100,000 shares of common stock on January 19, 1999 at the option
exercise price of $11.75 per share, and for 100,000 shares of common stock on
December 21, 1999 at an option exercise price of $10.00 per share. In
connection with his resignation as chief executive officer of Coinstar and
subsequent appointment as chief executive officer of Coinstar's subsidiary,
Meals.com, Inc., and in light of his compensation from Meals.com, Mr. Molbak
relinquished 50,000 of his unvested Coinstar options.

Conclusion

Through the plans described above, a significant portion of Coinstar's
compensation program and the chief executive officer's compensation are
contingent on Coinstar's performance, and the realization of benefits is
closely linked to increases in long-term stockholder value. We remain
committed to this philosophy of pay for performance, recognizing that the
competitive market for talented executives and the volatility of Coinstar's
business may result in highly variable compensation for a particular time
period.

The Compensation Committee

William D. Ruckelshaus
David E. Stitt
Ronald A. Weinstein

DEF 14A 19th Page of 23 TOC 1st Previous Next ↓Bottom Just 19th
PERFORMANCE MEASUREMENT COMPARISON

The following graph shows the total stockholder return of an investment of
$100 in cash on July 3, 1997 (the date on which our common stock was first
traded on the Nasdaq National Market) for (i) our common stock, (ii) the Nasdaq
Stock Market Index, and (iii) the Russell 2000 Index. All values assume
reinvestment of the full amount of all dividends and are calculated as of
December 31, 1999.

COMPARISON OF 30 MONTH CUMULATIVE TOTAL RETURN*
AMONG COINSTAR, INC., THE NASDAQ STOCK MARKET (U.S.) INDEX
AND THE RUSSELL 2000 INDEX

[GRAPHIC OF PERFORMANCE GRAPH]

[Enlarge/Download Table]

7/3/97 7/97 8/97 9/97 10/97 11/97 12/97 1/98 2/98 3/98 4/98 5/98 6/98 7/98 8/98 9/98
------ ----- ----- ---- ----- ----- ----- ---- ---- ---- ---- ---- ----- ----- ----- ----

Coinstar, Inc. ........ 100 95 113 124 96 92 87 82 80 87 94 82 88 88 70 59
NASDAQ STOCK MARKET
(U.S.)................ 100 109 108 115 109 110 108 111 121 126 128 121 129 128 103 117
RUSSELL 2000........... 100 104 106 113 109 111 114 112 119 124 125 120 120 110 93 98

[Enlarge/Download Table]

10/98 11/98 12/98 1/99 2/99 3/99 4/99 5/99 6/99 7/99 8/99 9/99 10/99 11/99 12/99
------ ----- ----- ---- ----- ----- ----- ---- ---- ---- ---- ---- ----- ----- -----

Coinstar, Inc. ......... 70 61 102 138 150 154 224 208 273 250 220 95 73 99 133
NASDAQ STOCK MARKET
(U.S.)................. 122 134 152 174 158 170 176 171 186 183 190 191 205 229 281
RUSSELL 2000............ 101 104 107 105 97 97 106 109 113 110 106 104 102 102 105

---------------------
* $100 invested on July 3, 1997 in stock or index including reinvestment of
dividends. Fiscal year ending December 31. Historical returns are not
necessarily indicative of future performance.

DEF 14A 20th Page of 23 TOC 1st Previous Next ↓Bottom Just 20th
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

On February 10, 2000, Mr. Ronald A. Weinstein, a director of Coinstar,
purchased 500,000 shares of Series A Preferred Stock of Meals.com, Inc., a
majority-owned subsidiary of Coinstar, for an aggregate purchase price of
$500,000. This purchase was made in connection with the issuance and sale by
Meals.com of an aggregate $15.5 million of its preferred stock. Mr. Weinstein
also received a warrant to purchase an additional 500,000 shares of Meals.com
for $.125 per share.

On February 10, 2000, Acorn Ventures IS, LLC, whose sole member, Acorn
Ventures Inc., is a greater than 5% stockholder of Coinstar, purchased 475,000
shares of Series A Preferred Stock of Meals.com for an aggregate purchase
price of $475,000. Acorn Ventures also received a warrant to purchase 475,000
additional shares of Meals.com for $.125 per share.

The Company believes that these transactions were on terms no less favorable
to Coinstar or Meals.com than could be obtained from unaffiliated third
parties.

OTHER MATTERS

Will any other matters be presented at the Annual Meeting?

The Board of Directors knows of no other matters that will be presented for
consideration at the Annual Meeting. If any other matters are properly brought
before the meeting, it is the intention of the persons named in the
accompanying proxy to vote on such matters in accordance with their best
judgment.

How are proxies solicited, and what are the costs involved?

We will bear the cost of solicitation, including preparation, assembly,
printing, and mailing of this Proxy Statement, the form of proxy, and any
additional information furnished to stockholders. We will furnish copies of
solicitation materials to banks, brokerage houses, fiduciaries, and custodians
holding in their names shares of common stock beneficially owned by others to
forward to such beneficial owners. We may reimburse persons representing
beneficial owners of common stock for their costs of forwarding solicitation
materials to such beneficial owners. Original solicitation of proxies by mail
may be supplemented by telephone, telegram, or personal solicitation by
directors, officers, or other regular employees of Coinstar. No additional
compensation will be paid to directors, officers, or other regular employees
for such services.

STOCKHOLDER INFORMATION

How does a stockholder present a matter to be considered at an Annual Meeting?

Proposals of stockholders that are intended to be presented at our 2001
Annual Meeting of Stockholders must be received by us not later than December
31, 2000 in order to be included in the proxy statement and proxy relating to
that Annual Meeting. A stockholder must have continuously held at least $2,000
in market value, or 1%, of our outstanding stock for at least one year by the
date of submitting the proposal, and the stockholder must continue to own such
stock through the date of the meeting. Stockholders are also advised to review
our bylaws that contain additional requirements with respect to advance notice
of stockholder proposals and director nominations.

Pursuant to Rule 14a-4(c) under the Securities and Exchange Act of 1934, as
amended, we intend to retain discretionary authority to vote proxies with
respect to stockholder proposals for which the proponent does not seek
inclusion of the proposed matter in our proxy statement for the 2001 Annual
Meeting, except in circumstances where (i) we receive notice of the proposed
matter no later than March 17, 2001 and (ii) the proponent complies with the
other requirements set forth in Rule 14a-4.

DEF 14A 21st Page of 23 TOC 1st Previous Next ↓Bottom Just 21st
May I see a list of stockholders?

In accordance with Delaware law, a list of stockholders of record entitled
to vote at the Annual Meeting will be available at our offices, which is the
location of the Annual Meeting on June 5, 2000. For ten days before the
meeting, the list will be available between the hours of 9 a.m. and 4 p.m.
local time. A stockholder may examine the list for any legally valid purpose
related to the Annual Meeting.

By Order of the Board of Directors

/s/ Mark P. Tanoury

Mark P. Tanoury
Secretary

April 28, 2000

A copy of the Company's Annual Report to the Securities and Exchange
Commission on Form 10-K for the fiscal year ended December 31, 1999 is
available without charge upon written request to: Investor Relations,
Coinstar, Inc., 1800-114th Avenue S.E., Bellevue, Washington 98004.

DEF 14A 22nd Page of 23 TOC 1st Previous Next ↓Bottom Just 22nd
COINSTAR, INC.
PROXY SOLICITED BY THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 15, 2000

The undersigned hereby appoints Daniel A. Gerrity and Carol Lewis, and each
of them, as attorneys and proxies of the undersigned, with full power of
substitution, to vote all of the shares of Coinstar, Inc., which the
undersigned may be entitled to vote at the Annual Meeting of Stockholders of
Coinstar, Inc. to be held at Coinstar's offices located at 1800-114th Avenue
S.E., Bellevue, Washington 98004 on Thursday, June 15, 2000 at 10:00 a.m.
(local time) and at any and all postponements, continuations, and adjournments
thereof, with all powers that the undersigned would possess if personally
present, upon and in respect of the following matters and in accordance with
the following instructions, with discretionary authority as to any and all
other matters that may properly come before the meeting.

MANAGEMENT RECOMMENDS A VOTE FOR THE NOMINEES FOR DIRECTOR LISTED BELOW.
PROPOSAL 1: To elect two directors to hold office until the 2003 Annual Meeting
of Stockholders.
FOR all nominees listed below WITHHOLD AUTHORITY
(except as marked to the to vote for all nominees
contrary below) [_] listed below [_]
Nominees: Daniel A. Gerrity and Larry A. Hodges
To withhold authority to vote for any nominee(s) write such nominee's(s')
name(s) below:

--------------------------------------------------------------------------------
MANAGEMENT RECOMMENDS A VOTE FOR PROPOSAL 2.
PROPOSAL 2: To ratify the selection of Deloitte & Touche LLP as independent
auditors of Coinstar for its fiscal year ending December 31, 2000.

[_] FOR [_] AGAINST [_] ABSTAIN

(Continued and to be signed on other side)

DEF 14A Last Page of 23 TOC 1st Previous Next ↓Bottom Just 23rd
(Continued from other side)

UNLESS A CONTRARY DIRECTION IS INDICATED, THIS PROXY WILL BE VOTED FOR ALL
NOMINEES LISTED IN PROPOSAL 1 AND FOR PROPOSAL 2, AS MORE SPECIFICALLY
DESCRIBED IN THE PROXY STATEMENT. IF SPECIFIC INSTRUCTIONS ARE INDICATED, THIS
PROXY WILL BE VOTED IN ACCORDANCE THEREWITH.

Please vote, date, and return this proxy in the enclosed return envelope,
which is postage prepaid if mailed in the United States.

Dated: _____________________, 2000

----------------------------------

Signature(s)

Please sign exactly as your name
appears hereon. If the stock is
registered in the names of two or
more persons, each should sign.
Executors, administrators,
trustees, guardians, and
attorneys-in-fact should add
their titles. If signer is a
corporation, please give full
corporate name and have a duly
authorized officer sign, stating
title. If signer is a
partnership, please sign in
partnership name by authorized
person.

DEF 14A	1st Page of 23	TOC	↑Top	Previous	Next	↓Bottom	Just 1st

DEF 14A	2nd Page of 23	TOC	1st	Previous	Next	↓Bottom	Just 2nd

DEF 14A	3rd Page of 23	TOC	1st	Previous	Next	↓Bottom	Just 3rd

DEF 14A	4th Page of 23	TOC	1st	Previous	Next	↓Bottom	Just 4th

DEF 14A	5th Page of 23	TOC	1st	Previous	Next	↓Bottom	Just 5th

DEF 14A	6th Page of 23	TOC	1st	Previous	Next	↓Bottom	Just 6th

DEF 14A	7th Page of 23	TOC	1st	Previous	Next	↓Bottom	Just 7th

DEF 14A	8th Page of 23	TOC	1st	Previous	Next	↓Bottom	Just 8th

DEF 14A	9th Page of 23	TOC	1st	Previous	Next	↓Bottom	Just 9th

DEF 14A	10th Page of 23	TOC	1st	Previous	Next	↓Bottom	Just 10th

DEF 14A	11th Page of 23	TOC	1st	Previous	Next	↓Bottom	Just 11th

DEF 14A	12th Page of 23	TOC	1st	Previous	Next	↓Bottom	Just 12th

DEF 14A	13th Page of 23	TOC	1st	Previous	Next	↓Bottom	Just 13th

DEF 14A	14th Page of 23	TOC	1st	Previous	Next	↓Bottom	Just 14th

DEF 14A	15th Page of 23	TOC	1st	Previous	Next	↓Bottom	Just 15th

DEF 14A	16th Page of 23	TOC	1st	Previous	Next	↓Bottom	Just 16th

DEF 14A	17th Page of 23	TOC	1st	Previous	Next	↓Bottom	Just 17th

DEF 14A	18th Page of 23	TOC	1st	Previous	Next	↓Bottom	Just 18th

DEF 14A	19th Page of 23	TOC	1st	Previous	Next	↓Bottom	Just 19th

DEF 14A	20th Page of 23	TOC	1st	Previous	Next	↓Bottom	Just 20th

DEF 14A	21st Page of 23	TOC	1st	Previous	Next	↓Bottom	Just 21st

DEF 14A	22nd Page of 23	TOC	1st	Previous	Next	↓Bottom	Just 22nd

DEF 14A	Last Page of 23	TOC	1st	Previous	Next	↓Bottom	Just 23rd

Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘DEF 14A’ Filing	Date	First	Last	Other Filings

	3/17/01	20
	12/31/00	3	22	10-K
For Period End:	6/15/00	2	22
	6/5/00	21
	5/29/00	13
Filed on:	4/28/00	2	21
	4/26/00	3	5
	3/31/00	12	13	10-Q
	2/29/00	13	15
	2/24/00	8
	2/16/00	13		SC 13G
	2/14/00	12		SC 13G/A
	2/10/00	15	20	8-K
	12/31/99	8	21	10-K405
	12/21/99	18
	11/8/99	13
	1/19/99	18
	12/31/98	15		10-K405
	4/13/98	15
	12/31/97	15		10-K405
	7/3/97	19
				List all Filings

↑Top

Filing Submission 0001032210-00-000840 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Outerwall Inc – ‘DEF 14A’ for 6/15/00

On: Friday, 4/28/00 · For: 6/15/00 · Accession #: 1032210-0-840 · File #: 0-22555

Previous ‘DEF 14A’: ‘DEF 14A’ on 4/29/99 for 6/15/99 · Next: ‘DEF 14A’ on 7/10/01 for 8/10/01 · Latest: ‘DEF 14A’ on 6/1/16 for 7/7/16

Definitive Proxy Solicitation Material — Schedule 14AFiling Table of Contents

Document Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

Definitive Proxy Solicitation Material — Schedule 14A
Filing Table of Contents