CMGI, INC.
100 BRICKSTONE SQUARE
ANDOVER, MASSACHUSETTS 01810
November 26, 2002
Dear CMGI Stockholder:
You are cordially invited to attend the 2002 Annual Meeting of Stockholders (the “Meeting”) of CMGI, Inc., which will be held at The Andover Country Club, 60 Canterbury Street, Andover, Massachusetts 01810, on Tuesday, January 14, 2003, at 9:00 a.m. local time. Details of the business to be conducted at the Meeting are given in the attached Notice of Annual Meeting and Proxy Statement.
Whether or not you plan to attend the Meeting, it is important that your shares be represented and voted at the Meeting. Therefore, I urge you to sign and date the enclosed proxy card and promptly return it in the enclosed envelope so that your shares will be represented at the Meeting. If you so desire, you may withdraw your proxy and vote in person at the Meeting.
I look forward to meeting those of you who will be able to attend the Meeting.
Sincerely,
George A. McMillan
President and Chief Executive Officer
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CMGI, INC.
100 BRICKSTONE SQUARE
ANDOVER, MASSACHUSETTS 01810
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD TUESDAY, JANUARY 14, 2003
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To the Stockholders of CMGI, Inc.:
NOTICE IS HEREBY GIVEN that the 2002 Annual Meeting of Stockholders (the “Meeting”) of CMGI, Inc. (the “Company”) will be held at The Andover Country Club, 60 Canterbury Street, Andover, Massachusetts 01810, on Tuesday, January 14, 2003, at 9:00 a.m. local time, for the following purposes:
1. To elect two Class III Directors.
2. To authorize the Board of Directors, in its discretion, should it deem it to be appropriate and in the best interests of the Company and its stockholders, to amend the Company’s Restated Certificate of Incorporation, as amended, to effect a reverse stock split of the Company’s issued and outstanding shares of Common Stock by a ratio of between 1-for-2 and 1-for-25, inclusive, without further approval or authorization of the Company’s stockholders.
3. To ratify the appointment of KPMG LLP as the Company’s independent auditors for the current fiscal year.
4. To transact such other business as may properly come before the Meeting or any adjournments thereof.
The Board of Directors has no knowledge of any other business to be transacted at the Meeting.
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