o Preliminary Proxy Statement | ||
þ Definitive Proxy Statement | ||
o Definitive Additional Materials | ||
o Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12 | ||
o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
o | 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: |
o | 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: |
1. | To elect ten directors, each for a term of one year; | |
2. | To consider a proposal to approve the adoption of the Directors’ Restricted Shares Plan; | |
3. | To receive reports at the meeting. No action constituting approval or disapproval of the matters referred to in the reports is contemplated; and | |
4. | To consider any other matters that properly come before the meeting. |
By order of the Board of Directors, | |
AVERY S. COHEN, | |
Secretary |
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Number of | ||||||||
Shares | �� | Percent | ||||||
Beneficially | of | |||||||
Name of Beneficial Owner(1) | Owned | Class | ||||||
D.M. Draime(2) | 5,793,672 | 25.4 | % | |||||
Jeffrey P. Draime(3) | 2,851,950 | 12.5 | ||||||
FMR Corp.(4) | 1,981,600 | 8.7 | ||||||
Dimensional Fund Advisors Inc.(5) | 1,927,400 | 8.5 | ||||||
Sky Bank NA(6) | 1,363,456 | 6.0 | ||||||
Scott N. Draime(7) | 1,172,788 | 5.1 | ||||||
Barclays Global Investors NA(8) | 1,142,891 | 5.0 | ||||||
Gerald V. Pisani(9) | 579,119 | 2.5 | ||||||
Avery S. Cohen(10) | 190,059 | * | ||||||
Earl L. Linehan(11) | 146,579 | * | ||||||
Sheldon J. Epstein(12) | 52,771 | * | ||||||
Richard E. Cheney(13) | 42,571 | * | ||||||
John C. Corey | — | * | ||||||
Douglas C. Jacobs | — | * | ||||||
William M. Lasky | — | * | ||||||
Edward F. Mosel(14) | 65,388 | * | ||||||
Thomas A. Beaver(15) | 79,079 | * | ||||||
Mark J. Tervalon(16) | 9,000 | * | ||||||
All Executive Officers and Directors as a Group (13 persons) | 7,032,338 | 30.9 | % |
* | Less than 1%. |
(1) | Unless otherwise indicated, the beneficial owner has sole voting and investment power over such shares. |
(2) | Represents 5,766,172 common shares held in trust for the benefit of D.M. Draime, of which Mr. Draime is trustee, and 27,500 common shares held by the Draime Family Foundation, a charitable foundation of which Mr. Draime is a co-trustee. The address of D.M. Draime is 9400 East Market Street, Warren, Ohio 44484. |
(3) | Represents 1,010,595 common shares held in trust for the benefit of Jeffrey P. Draime of which Jeffrey P. Draime is trustee, 1,785,855 common shares held in trust for the benefit of Draime family members, of which Jeffrey P. Draime is trustee, 27,500 shares held by the Draime Family Foundation, a charitable foundation of which Jeffrey P. Draime is a co-trustee, and 28,000 common shares owned by Jeffrey P. Draime directly. The address of Jeffrey P. Draime is 9400 East Market Street, Warren, Ohio 44484. |
(4) | According to a Schedule 13G filed with the Securities and Exchange Commission (“SEC”) by FMR Corp., all common shares are owned by clients of FMR Corp. The address of FMR Corp. is 82 Devonshire Street, Boston, Massachusetts 02109. |
(5) | According to a Schedule 13G filed with the SEC by Dimensional Fund Advisors, Inc., all common shares are owned by advisory clients of Dimensional Fund Advisors, Inc. Dimensional Fund Advisors, Inc. has disclaimed beneficial ownership of all such securities. The address of Dimensional Fund Advisors, Inc. is 1299 Ocean Avenue, 11th Floor, Santa Monica, California 90401. |
(6) | Represents shares held in trusts for the benefit of Draime family members, of which Sky Bank NA is trustee. The address of Sky Bank NA is 108 Main Avenue SW, Warren, Ohio 44481. |
(7) | Represents 1,172,767 common shares held in trusts for the benefit of Draime family members, of which Scott N. Draime is trustee, and 21 shares owned by Scott N. Draime directly. The address of Scott N. Draime is 1209 Cerrito Grande, El Paso, Texas 79912. |
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(8) | According to a Schedule 13G filed with the SEC by Barclays Global Investors NA, all common shares are owned by clients of Barclays Global Investors NA. The address of Barclays Global Investors NA is 45 Fremont Street, San Francisco, California 94105. |
(9) | Represents 156,599 common shares held in trust for the benefit of Gerald V. Pisani of which Mr. Pisani is trustee, 155,120 common shares held in separate trusts for the benefit of Mr. Pisani’s children of which Mr. Pisani’s wife is trustee, 254,000 common shares that Mr. Pisani has the right to acquire upon the exercise of share options, 10,000 restricted shares that vest in equal increments on May 17, 2005, 2006 and 2007 and 3,400 restricted shares that vest in equal increments on June 28, 2005, 2006 and 2007. |
(10) | Includes 124,480 common shares held under the Ohio Transfer to Minors Act for the benefit of William M. Draime and John A. Draime, of which Avery S. Cohen is trustee, 16,500 common shares that Mr. Cohen has the right to acquire upon the exercise of share options and 49,079 common shares that Mr. Cohen owns directly. |
(11) | Represents 16,500 common shares that Earl L. Linehan has the right to acquire upon the exercise of share options and 130,079 common shares owned by Mr. Linehan directly. |
(12) | Includes 1,500 common shares owned by Sheldon J. Epstein’s wife, 16,500 common shares that Mr. Epstein has the right to acquire upon the exercise of share options and 34,771 common shares owned by Mr. Epstein directly. |
(13) | Represents 500 common shares owned by Richard E. Cheney’s wife, 16,500 common shares that Mr. Cheney has the right to acquire upon the exercise of share options and 25,571 common shares owned by Mr. Cheney directly. |
(14) | Represents 31,388 common shares owned by Edward F. Mosel directly, 24,000 common shares that Mr. Mosel has the right to acquire upon the exercise of share options, 5,000 restricted shares that vest in equal increments on May 17, 2005, 2006 and 2007, and 5,000 restricted shares that vest in equal increments on June 28, 2005, 2006 and 2007. |
(15) | Represents 29,079 common shares owned by Thomas A. Beaver directly, 45,000 common shares that Mr. Beaver has the right to acquire upon the exercise of share options and 5,000 restricted shares that vest in equal increments on May 17, 2005, 2006 and 2007. |
(16) | Represents 4,000 common shares that Mark J. Tervalon has the right to acquire upon the exercise of share options and 5,000 restricted shares that vest in equal increments on May 17, 2005, 2006 and 2007. |
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Expiration | ||||||||
Period of | of Term | |||||||
Service as a | for Which | |||||||
Name and Age | Principal Occupation and Business Experience | Director | Proposed | |||||
Gerald V. Pisani 64 | President and Chief Executive Officer of the Company | 2004 to date | 2006 | |||||
Richard E. Cheney 83 | Psychoanalyst in private practice, retired in 1995 as Chairman of Hill & Knowlton, Inc., a public relations firm | 1988 to date | 2006 | |||||
Avery S. Cohen 68 | Partner, Baker & Hostetler LLP, a law firm | 1988 to date | 2006 | |||||
John C. Corey 57 | President and Chief Executive Officer of Safety Components International, a supplier of air bags and components | 2004 to date | 2006 | |||||
D.M. Draime 71 | Chairman of the Board of Directors, and Assistant Secretary of the Company | 1988 to date | 2006 | |||||
Jeffery P. Draime 38 | Owner of Silent Productions, a concert promotions company, and Owner of QSL Columbus, QSL Dayton, a restaurant franchise | — | 2006 | |||||
Sheldon J. Epstein 66 | Managing Member, Epstein, Weber & Conover, P.L.C., an independent public accounting firm | 1988 to date | 2006 | |||||
Douglas C. Jacobs 64 | Executive Vice President - Finance, Chief Financial Officer and Treasurer of the Cleveland Browns, a professional football team | 2004 to date | 2006 | |||||
William M. Lasky 57 | Chairman, President and Chief Executive Officer of JLG Industries, Inc., a diversified construction and industrial equipment manufacturer | 2004 to date | 2006 | |||||
Earl L. Linehan 63 | President, Woodbrook Capital Inc., a venture capital and investment firm | 1988 to date | 2006 |
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Earl L. Linehan | |
Richard E. Cheney | |
William M. Lasky |
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Sheldon J. Epstein | |
Richard E. Cheney | |
John C. Corey | |
Douglas C. Jacobs |
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Long-Term | |||||||||||||||||||||||||||||
Compensation Awards | |||||||||||||||||||||||||||||
Annual Compensation | Restricted | Number of | |||||||||||||||||||||||||||
Other Annual | Share | Securities | All Other | ||||||||||||||||||||||||||
Fiscal | Salary | Bonus | Compensation | Awards | Underlying | Compensation | |||||||||||||||||||||||
Name and Principal Position | Year | ($) | ($) | ($)(2) | ($)(3) | Option (#) | ($)(4) | ||||||||||||||||||||||
D. M. Draime(1) | 2004 | 200,000 | 150,000 | — | — | �� | — | 13,420 | |||||||||||||||||||||
Chairman of the Board | 2003 | 200,000 | 150,000 | — | — | — | 11,706 | ||||||||||||||||||||||
of Directors | 2002 | 200,000 | 100,000 | — | — | — | 6,316 | ||||||||||||||||||||||
Gerald V. Pisani | 2004 | 417,500 | 300,000 | — | 212,326 | — | 13,942 | ||||||||||||||||||||||
President and | 2003 | 300,000 | 285,000 | — | — | 40,000 | 13,594 | ||||||||||||||||||||||
Chief Executive Officer | 2002 | 250,000 | 285,000 | — | — | 40,000 | 6,204 | ||||||||||||||||||||||
Edward F. Mosel | 2004 | 249,917 | 160,000 | — | 161,900 | — | 17,110 | ||||||||||||||||||||||
Executive Vice President and | 2003 | 205,300 | 100,000 | — | — | 10,000 | 6,443 | ||||||||||||||||||||||
Chief Operating Officer | 2002 | 192,000 | 90,000 | — | — | 10,000 | 1,642 | ||||||||||||||||||||||
Thomas A. Beaver | 2004 | 236,000 | 115,000 | — | 77,450 | — | 13,158 | ||||||||||||||||||||||
Vice President of Global Sales | 2003 | 225,000 | 100,000 | — | — | 20,000 | 12,664 | ||||||||||||||||||||||
and Systems Engineering | 2002 | 185,000 | 140,000 | — | — | 20,000 | 3,974 | ||||||||||||||||||||||
Mark J. Tervalon | 2004 | 202,974 | 120,000 | — | 77,450 | — | 9,067 | ||||||||||||||||||||||
Vice President and General Manager | 2003 | 177,200 | 78,000 | — | — | 4,000 | 5,397 | ||||||||||||||||||||||
of Stoneridge Electronics Group | 2002 | 114,911 | 30,000 | — | — | — | 848 |
(1) | Mr. Draime served as Interim President and Chief Executive Officer from January 1, 2004 until May 10, 2004. |
(2) | No amounts are listed here as no perquisite payments in excess of reporting thresholds were made. |
(3) | The dollar amount listed in this column represents the market value of the restricted shares issued as of the date of grant. The restrictions on these awards will lapse, provided the executive is still employed by the Company, or in certain cases if his employment ends earlier, according to the vesting schedules included in their respective restricted share agreements. |
The amount listed for Mr. Pisani in 2004 is the market value at the time of grant of 10,000 restricted shares granted on May 10, 2004 and 3,400 restricted shares granted on June 28, 2004. These shares will vest in equal increments on May 10, 2005, 2006 and 2007 and June 28, 2005, 2006 and 2007, respectively. As of December 31, 2004, the aggregate market value of the 13,400 outstanding restricted shares granted to Mr. Pisani was $202,742. | |
The amount listed for Mr. Mosel in 2004 is the market value at the time of grant of 5,000 restricted shares granted on May 10, 2004 and 5,000 restricted shares granted on June 28, 2004. These shares will vest in equal increments on May 10, 2005, 2006 and 2007 and June 28, 2005, 2006 and 2007, respectively. As of December 31, 2004, the aggregate market value of the 10,000 outstanding restricted shares granted to Mr. Mosel was $151,300. | |
The amounts listed for Messrs. Beaver and Tervalon in 2004 are the market value at the time of grant of 5,000 restricted shares granted to each of them respectively, on May 10, 2004. These shares will vest in equal increments on May 10, 2005, 2006 and 2007. As of December 31, 2004, the aggregate market value of the 5,000 outstanding restricted shares granted to both of Messrs. Beaver and Tervalon was $75,650. | |
(4) | This column represents term life insurance premiums paid in 2004 to Mr. Draime of $3,757, Mr. Pisani of $1,204, Mr. Mosel of $1,372, Mr. Beaver of $420 and Mr. Tervalon of $385; and 401(k), profit sharing and |
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match paid in 2004 to Mr. Draime of $9,663, Mr. Pisani of $12,738, Mr. Mosel of $15,738, Mr. Beaver of $12,738 and Mr. Tervalon of $8,682. |
Number of Securities | ||||||||||||||||
Underlying Unexercised | Value of Unexercised | |||||||||||||||
Shares | Options at Fiscal | In-the-Money Options | ||||||||||||||
Acquired on | Value | Year-End (#) | at Fiscal Year-End ($) | |||||||||||||
Name | Exercise (#) | Realized ($) | Exercisable/Unexercisable | Exercisable/Unexercisable | ||||||||||||
D. M. Draime | — | — | — 0 — / — 0 — | — 0 — / — 0 — | ||||||||||||
Gerald V. Pisani | — | — | 254,000 / — 0 — | 1,177,945 / — 0 — | ||||||||||||
Edward F. Mosel | — | — | 24,000 / — 0 — | 140,330 / — 0 — | ||||||||||||
Thomas A. Beaver | — | — | 45,000 / — 0 — | 269,835 / — 0 — | ||||||||||||
Mark J. Tervalon | — | — | 4,000 / — 0 — | 18,980 / — 0 — |
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1999 | 2000 | 2001 | 2002 | 2003 | 2004 | |||||||||||||||||||
Stoneridge, Inc | 100.00 | 43.72 | 58.95 | 77.09 | 97.49 | 98.01 | ||||||||||||||||||
Coredata Group Index | 100.00 | 80.45 | 101.53 | 90.54 | 133.71 | 137.62 | ||||||||||||||||||
NYSE Market Index | 100.00 | 102.38 | 93.26 | 76.18 | 98.69 | 111.45 |
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• | The purpose of the Directors’ Restricted Shares Plan (the “Plan”) is to advance the interests of the Company and its shareholders by providing Eligible Directors (all non-employee directors) with an opportunity to participate in the Company’s future prosperity and growth and an incentive to increase the value of the Company based on the Company’s performance, development, and financial success. | |
• | The Plan will be administered by the Board of Directors (the “Board”). The Board will have the power and authority to approve the grant of common shares subject to forfeiture (“Restricted Shares”) to Eligible Directors; approve the terms and conditions; adopt, alter, and repeal such administrative rules, guidelines, and practices governing the Plan as it shall, from time to time, deem advisable; interpret the terms and provisions of the Plan and any agreements related thereto; and take any other actions the Board considers appropriate. | |
• | The maximum aggregate number of common shares that may be issued under the Plan as Restricted Shares shall be 300,000. The Restricted Shares that may be issued under the Plan may be authorized but unissued common shares or issued shares reacquired by the Company and held as Treasury Shares. | |
• | The Restricted Shares granted under the Plan will be authorized by the Board and will be evidenced by a written agreement in the form approved by the Board, which will be dated as of the date on which the Restricted Shares are granted, will be signed by an officer of the Company, will be signed by the participant, and will describe the terms and conditions to which the award of Restricted Shares is subject. | |
• | The Plan provides for the forfeiture of rights granted under the Plan of unvested shares on death, disability, resignation, refusal to stand for reelection or failure to be elected, unless otherwise determined by the Board. | |
• | The Board may modify, suspend or terminate the Plan as long as it does not impair the rights thereunder of any participant. |
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By order of the Board of Directors, | |
AVERY S. COHEN, | |
Secretary |
15
c/o National City Bank
Corporate Trust Operations
Locator 5352
P. O. Box 92301
Cleveland, OH 44101-4301
YOUR VOTE IS IMPORTANT
Regardless of whether you plan to attend the Annual Meeting of Shareholders,
you can be sure your shares are represented at the meeting by promptly
returning your proxy in the enclosed envelope.
ê Please fold and detach card at perforation before mailing. ê
STONERIDGE, INC. THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF THE COMPANY |
The undersigned hereby appoints Gerald V. Pisani, Joseph M. Mallak and Avery S. Cohen, and each of them, attorneys and proxies of the undersigned, with full power of substitution, to attend the Annual Meeting of Shareholders of Stoneridge, Inc. to be held at 600 Golf Drive, Warren, Ohio 44483, on Monday, April 18, 2005, at 10:00 a.m., local time, or any adjournment thereof, and to vote the number of common shares of Stoneridge, Inc. which the undersigned would be entitled to vote, and with all the power the undersigned would possess if personally present.
Receipt of the Notice of Annual Meeting of Shareholders and Proxy Statement dated March 11, 2005, is hereby acknowledged.
Dated: , 2005 Signature(s) Please sign exactly as your name or names appear hereon, indicating, where proper, official position or representative capacity. | ||||
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
ê Please fold and detach card at perforation before mailing. ê
STONERIDGE, INC. | PROXY |
The Proxies will vote as specified below, or if a choice is not specified, they will vote FOR the nominees listed in Item 1 and FOR the proposal listed in Item 2.
1. | Nominees for election as directors, each to serve until the next annual meeting of the shareholders and until his successor has been duly elected and qualified: | |||
Richard E. Cheney, Avery S. Cohen, John C. Corey, D.M. Draime, Jeffrey P. Draime, Sheldon J. Epstein, Douglas C. Jacobs, William M. Lasky, Earl L. Linehan and Gerald V. Pisani. |
q FOR all nominees listed above (except as marked to the contrary below) | q WITHHOLD AUTHORITY to vote for all nominees listed above | |
INSTRUCTIONS: To withhold authority to vote for any particular nominee, write that nominee’s name on the line provided below: | ||
2. | Proposal to approve the adoption of the Directors’ Restricted Shares Plan. |
q FOR | q AGAINST | q ABSTAIN |
3. | On such other business as may properly come before the meeting. |