Table of Contents
OMB APPROVAL | ||||
OMB Number: | 3235-0059 | |||
Expires: | February 28, 2006 | |||
Estimated average burden hours per response | 12.75 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant x | |
Filed by a Party other than the Registrant o | |
Check the appropriate box: |
o Preliminary Proxy Statement | |
o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | |
x Definitive Proxy Statement | |
o Definitive Additional Materials | |
o Soliciting Material Pursuant to §240.14a-12 |
STEELCASE INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
x No fee required. | |
o Fee computed on table below per Exchange Act Rules 14a-6(i)(4) 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 Fee paid previously with preliminary materials. |
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: |
4) Date Filed: |
SEC 1913 (02-02) | Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
Table of Contents
![LOGO](https://capedge.com/proxy/DEF 14A/0000950124-05-003463/k91701dk9170190.gif)
Date: | June 23, 2005 | |||
Time: | 11:00 a.m. Eastern Daylight Time | |||
Location: | Steelcase Town Hall 1111 – 44th Street SE Grand Rapids, Michigan 49508 |
Earl D. Holton | |
Michael J. Jandernoa | |
Peter M. Wege II | |
Kate Pew Wolters |
• | Please carefully review the enclosed proxy statement and proxy card. | |
• | Select your preferred method of voting, including by telephone, Internet or signing and mailing the proxy card. | |
• | You can withdraw your proxy and vote your shares at the meeting if you decide to do so. |
By Order of the Board of Directors, | |
Jon D. Botsford | |
Senior Vice President, Secretary | |
and Chief Legal Officer |
3 | ||||
5 | ||||
5 | ||||
8 | ||||
10 | ||||
13 | ||||
16 | ||||
18 | ||||
19 | ||||
20 | ||||
24 | ||||
30 | ||||
35 | ||||
36 | ||||
36 | ||||
36 |
2
Table of Contents
To vote by telephone or Internet: Please follow the instructions on the proxy card. The deadline for voting by telephone or Internet is 11:59 p.m. Eastern Daylight Time on June 22, 2005. | |
To vote by mail: Please complete, sign and date the accompanying proxy card and return it in the enclosed postage-paid envelope. Only cards received and processed before 11:00 a.m. Eastern Daylight Time on June 23, 2005 will be voted. |
3
Table of Contents
4
Table of Contents
![]() | Earl D. Holton Director since 1998 Mr. Holton served as Vice Chair and member of the Board of Directors of Meijer, Inc., a Grand Rapids, Michigan-based operator of food and general merchandise stores, from 1999 until his retirement in 2004. He also held a variety of other positions with Meijer, including President from 1980 until 1999. Mr. Holton also serves on the Board of Directors of CMS Energy Corporation and Consumers Energy Company, and has acted as the presiding director at executive sessions of those Boards since 2002. Age 71. | |
![]() | Michael J. Jandernoa Director since 2002 Mr. Jandernoa began serving as a general partner of Bridge Street Capital Fund I, LP, a Grand Rapids, Michigan venture capital fund, in 2004. He served as Chair of the Board of Directors of Perrigo Company, a manufacturer of over-the-counter store brand pharmaceutical and nutritional products, from 1991 through 2003. Mr. Jandernoa also served in various executive capacities with Perrigo Company, including Chief Executive Officer from 1988 to 2000. He is also a director of Fifth Third Bank. Age 55. | |
![]() | Peter M. Wege II Director since 1979 Mr. Wege has been Chair of the Board of Directors of Contract Pharmaceuticals Limited, a manufacturer and distributor of prescription and over-the-counter pharmaceuticals, since 2000. Mr. Wege has also served as President of Greylock, Inc., a venture capital firm, since 1990. From 1981 to 1989, he held various positions at Steelcase, including President of Steelcase Canada Ltd. Age 56. |
5
Table of Contents
![]() | Kate Pew Wolters Director since 2001 Ms. Wolters has been engaged in philanthropic activities since 1996. She is currently President of the Kate and Richard Wolters Foundation and is a community volunteer and advisor. She also serves as Chair of the Board of Trustees of the Steelcase Foundation. Age 47. |
![]() | William P. Crawford Director since 1979 Mr. Crawford held various positions at Steelcase from 1979 until his retirement in 2000, including President and Chief Executive Officer of the Steelcase Design Partnership. Age 62. | |
![]() | Elizabeth Valk Long Director since 2001 Ms. Long held various management positions at Time Inc., a magazine publisher, until her retirement in 2001. From 1995 to 2001 she was Executive Vice President of Time Inc. Ms. Long also serves on the Board of Directors of Belk, Inc., J.M. Smucker Company and Jefferson-Pilot Corporation. Age 55. | |
![]() | Robert C. Pew III Director since 1987 Mr. Pew has been a private investor since 2004 and operated Cane Creek Farm from 1995 to 2003. From 1974 to 1984 and from 1988 to 1994, Mr. Pew held various positions at Steelcase, including President, Steelcase North America and Executive Vice President, Operations. Mr. Pew has also served as Chair of the Board of Directors of Steelcase Inc. since June 2003. Age 54. |
6
Table of Contents
![]() | James P. Hackett Director since 1994 Mr. Hackett has been President and Chief Executive Officer of Steelcase since 1994. Mr. Hackett also serves as a member of the Board of Trustees of Northwestern Mutual Life Insurance Company and the Board of Directors of Fifth Third Bancorp. Age 50. | |
![]() | David W. Joos Director since 2001 Mr. Joos has been President and Chief Executive Officer of CMS Energy Corporation, an energy company, and Chief Executive Officer of its primary electric utility, Consumers Energy, since 2004. Mr. Joos served as President and Chief Operating Officer from 2001 to 2004 and as Executive Vice President and Chief Operating Officer-Electric of CMS Energy Corporation from 2000 to 2001. Mr. Joos also held various positions with Consumers Energy, including President and Chief Executive Officer-Electric, from 1997 to 2000. Mr. Joos serves on the Board of Directors of CMS Energy Corporation and Consumers Energy Company. Age 52. | |
![]() | P. Craig Welch, Jr. Director since 1979 Mr. Welch has been Manager of Honzo LLC, an investment/venture capital firm, since 1999. From 1987 to 1999, Mr. Welch was a venture capitalist. From 1967 to 1987, Mr. Welch held various positions at Steelcase, including Director of Information Services and Director of Production Inventory Control. Age 60. |
7
Table of Contents
Type of Compensation | Director | Board Chair | |||||||||
Board Compensation: | |||||||||||
Annual Retainer | $ | 25,000 | $ | 90,000 | |||||||
Meeting Attendance Fee (per meeting) | $ | 2,000 | $ | 0 | |||||||
Committee Compensation: | |||||||||||
Audit Committee Chair Annual Retainer | $ | 7,500 | $ | 0 | |||||||
Other Committee Chair Annual Retainer | $ | 3,500 | $ | 0 | |||||||
Committee Chair Attendance Fee (per meeting) | $ | 1,500 | $ | 0 | |||||||
Committee Attendance Fee (per meeting) | $ | 1,000 | $ | 0 | |||||||
• | A deemed investment in Class A Common Stock under the Steelcase Inc. |
• | Steelcase Inc. Class A Common Stock issued under the Steelcase Inc. Incentive Compensation Plan. |
8
Table of Contents
Calendar 2004 | ||||||||||
Participating Directors | Taxable Income | |||||||||
Robert C. Pew III | $ | 10,746 | ||||||||
Peter M. Wege II | $ | 10,746 | ||||||||
P. Craig Welch Jr. | $ | 10,746 | ||||||||
Kate Pew Wolters | $ | 4,574 | ||||||||
9
Table of Contents
• | The Board’s goal is to provide oversight to management that helps build long-term value for the Company’s shareholders. | |
• | The Board is responsible for monitoring the performance of the Company. | |
• | The Board is responsible for selecting the Chief Executive Officer, evaluating his or her performance and engaging in succession planning for senior management. | |
• | Directors are expected to spend the time and effort necessary to appropriately perform their responsibilities. The Nominating and Corporate Governance Committee conducts an annual evaluation of directors’ commitments to other boards to help ensure that directors are able to accomplish this goal. | |
• | Directors are subject to mandatory retirement. After turning age 75, no person can be nominated or re-elected as a director. | |
• | Directors who have a significant change in responsibilities, including a change in employment, are expected to volunteer their resignation. Whether the Board accepts the resignation is dependent on the continued appropriateness of Board service. | |
• | The Nominating and Corporate Governance Committee considers the issues of term limits in its nominating process and member rotation in making recommendations on committee assignments. In both instances, the Committee’s goal is to ensure that the Board and its committees are open to new ideas and are willing to critically re-examine the status quo. | |
• | The Board conducts orientation for its new members. | |
• | Directors are expected to participate in continuing educational programs to maintain the necessary level of expertise to perform their responsibilities as director. | |
• | Annual self-evaluations are conducted by the Board and the Audit, Compensation and Nominating and Corporate Governance Committees. |
10
Table of Contents
• | If the director is currently employed in any capacity by, or is an equity owner in, another company that has done or does business with the Company, provided that: |
– | The amount of business with the Company is less than the greater of $1,000,000 or 1% of the other company’s annual gross revenue; or | |
– | The director’s ownership interest does not exceed 5% of the total equity interests in the other company. |
• | If the director is currently serving solely as a director, advisory director, consultant or in a similar non-employee position with another company that has done or does business with the Company, regardless of the amount. | |
• | If the director is currently employed as an executive officer of a charitable institution that has received contributions from the Company or the Steelcase Foundation, provided that the amount of the contributions in any of the last three years is less than the greater of $1,000,000 or 2% of the charitable institution’s annual gross revenue. | |
• | If the director is currently serving solely as a director, trustee, volunteer, committee member or in a similar position (and not as an executive officer) of a charitable institution that has received contributions in any amount from the Company or the Steelcase Foundation during any of the past three years. | |
• | If the Company has employed the director’s immediate family member within the last three years, provided such employment was not as a board-elected officer. | |
• | If the director, as part of his or her service on the Board of Directors also serves as a trustee of the Steelcase Foundation or as a director of a subsidiary or affiliate. | |
• | If the Company previously employed the director in any capacity, provided that the director’s employment ceased more than five years ago. |
11
Table of Contents
12
Table of Contents
Current Members: | Responsibilities: | |
Michael J. Jandernoa (Chair) Earl D. Holton Elizabeth Valk Long Robert C. Pew III Peter M. Wege II Number of Meetings in Fiscal Year 2005: 7 | • Appoints the independent auditor and reviews and approves its services and fees in advance. • Reviews the performance of the Company’s independent auditor and, if circumstances warrant, makes decisions regarding its replacement or termination. • Evaluates the independence of the independent auditor. • Reviews the appointment, replacement, reassignment or dismissal of the head of the Company’s internal audit function, as well as the function’s budget and staffing. | |
• Reviews the scope of the internal and independent annual audit plans and monitors progress and results. | ||
• Reviews the Company’s critical accounting policies and practices. | ||
• Reviews the adequacy and effectiveness of the Company’s accounting and internal control policies and procedures. | ||
• Reviews the Company’s financial reporting, including the results of the annual audit and interim financial statements, as well as the type of information included in the Company’s earnings press releases. | ||
• Reviews the process by which the Company monitors, assesses and manages its exposure to risk. | ||
• Reviews the Company’s compliance with its Code of Business Conduct, as well as legal and regulatory compliance. | ||
• Performs an annual self-evaluation of the Committee, as well as other duties specified in its charter. | ||
• Reports to the Board of Directors about these and other matters undertaken by the Committee. |
13
Table of Contents
Current Members: | Responsibilities: | |
David W. Joos (Chair) Earl D. Holton Michael J. Jandernoa P. Craig Welch, Jr. Kate Pew Wolters Number of Meetings in Fiscal Year 2005: 7 | • Establishes the Company’s compensation philosophy. • Establishes the compensation of the Chief Executive Officer. • Reviews the compensation of the Company’s executive officers. • Reviews executive and non-executive compensation programs and benefit plans to assess their competitiveness, reasonableness and alignment with the Company’s compensation philosophy. | |
• Makes awards and takes other actions under the Company’s incentive compensation and equity-based plans. | ||
• Performs an annual self-evaluation of the Committee, as well as other duties specified in its charter. | ||
• Reports to the Board of Directors about these and other matters undertaken by the Committee. |
Current Members: | Responsibilities: | |
Earl D. Holton (Chair) William P. Crawford James P. Hackett Robert C. Pew III Peter M. Wege II P. Craig Welch, Jr. Number of Meetings in Fiscal Year 2005: 0 | • Exercises the powers of the Board of Directors when necessary between regular meetings, subject to any legal or regulatory limitations. • Performs other duties as assigned by the Board of Directors from time to time. • Reports to the Board of Directors about these and other matters undertaken by the Committee. |
14
Table of Contents
Current Members: | Responsibilities: | |
Kate Pew Wolters (Chair) Earl D. Holton Elizabeth Valk Long Robert C. Pew III Peter M. Wege II P. Craig Welch, Jr. Number of Meetings in Fiscal Year 2005: 2 | • Establishes procedures for identifying and evaluating potential director nominees and recommends nominees for election to the Board of Directors. • Reviews the suitability for continued service of directors when their term expires or a significant change in responsibility occurs, including a change in employment. • Reviews annually the composition of the Board of Directors to ensure that it reflects an appropriate balance of knowledge, experience, skills, expertise and diversity. | |
• Makes recommendations to the Board regarding its size, the frequency and structure of its meetings and other aspects of the governance procedures of the Board of Directors. | ||
• Makes recommendations to the Board regarding the functioning and composition of Board committees. | ||
• Develops and recommends corporate governance principles to the Board and reviews them at least annually. | ||
• Oversees the annual self-evaluation of the Board of Directors and annual evaluation of the Chief Executive Officer. | ||
• Reviews director compensation and recommends appropriate changes to the Board of Directors. | ||
• Administers the Board’s policy on conflicts of interest. | ||
• Considers any waiver request under the Company’s Code of Ethics and Code of Business Conduct. | ||
• Performs an annual self-evaluation of the Committee, as well as other duties specified in its charter. | ||
• Reports to the Board of Directors about these and other matters undertaken by the Committee. |
15
Table of Contents
16
Table of Contents
• | The recommending shareholder’s name and evidence of ownership of Company stock, including the number of shares owned and the length of time owned; and | |
• | The candidate’s name, resume or a listing of qualifications to be a director of the Company and the person’s consent to be named as a director if selected by the Nominating & Corporate Governance Committee and nominated by the Board. |
Nominating and Corporate | |
Governance Committee | |
Kate Pew Wolters (Chair) | |
Earl D. Holton | |
Elizabeth Valk Long | |
Robert C. Pew III | |
Peter M. Wege II | |
P. Craig Welch, Jr. |
17
Table of Contents
• | The conformity of those audited financial statements with accounting principles generally accepted in the United States of America; | |
• | The effectiveness of the Company’s internal control over financial reporting; and | |
• | Management’s assessment of the effectiveness of the Company’s internal controls over financial reporting. |
Audit Committee | |
Michael J. Jandernoa (Chair) | |
Earl D. Holton | |
Elizabeth Valk Long | |
Robert C. Pew III | |
Peter M. Wege II |
18
Table of Contents
Fiscal Year 2005 | Fiscal Year 2004 | |||||||||
Audit Fees1 | $ | 1,617,000 | $ | 963,000 | ||||||
Audit-Related Fees2 | $ | 213,000 | $ | 152,000 | ||||||
Tax Fees3 | $ | 290,000 | $ | 255,000 | ||||||
All Other Fees | $ | 0 | $ | 0 | ||||||
Total | $ | 2,120,000 | $ | 1,370,000 | ||||||
1 | Audit fees consisted of the annual audit of the Company’s consolidated financial statements, the annual audit of the Company’s internal control over financial reporting (beginning in fiscal year 2005), reviews of the financial statements included in quarterly reports on Form 10-Q, audits of separate financial statements of subsidiaries and affiliates, and other services related to SEC reporting matters. | |
2 | Audit-related fees consisted of employee benefit plan audits and related services. | |
3 | Tax fees consisted of assistance with tax compliance, preparation of certain subsidiary tax returns, tax consultation, planning and implementation services, and assistance in connection with tax audits. |
19
Table of Contents
• | Attracting and retaining highly-qualified executive officers. | |
• | Motivating executives to achieve the Company’s business objectives and rewarding them appropriately for their contributions. | |
• | Aligning the interests of executive officers with the long-term interests of the Company’s shareholders. | |
• | Ensuring that executive compensation is reasonable. |
20
Table of Contents
21
Table of Contents
22
Table of Contents
Compensation Committee | |
David W. Joos (Chair) | |
Earl D. Holton | |
Michael J. Jandernoa | |
P. Craig Welch, Jr. | |
Kate Pew Wolters |
23
Table of Contents
Long-Term Compensation | |||||||||||||||||||||||||||||||||||
Annual Compensation | |||||||||||||||||||||||||||||||||||
Awards | Payouts | ||||||||||||||||||||||||||||||||||
Other | |||||||||||||||||||||||||||||||||||
Annual | Restricted | Securities | Long-Term | All Other | |||||||||||||||||||||||||||||||
Name and | Fiscal | Compen- | Stock | Underlying | Incentive | Compen- | |||||||||||||||||||||||||||||
Principal Position | Year | Salary1 | Bonus2 | sation3 | Awards4 | Options5 | Payouts6 | sation7 | |||||||||||||||||||||||||||
James P. Hackett | 2005 | $ | 760,000 | $ | 893,760 | $ | 7,680 | $ | 0 | 0 | $ | 0 | $ | 20,500 | |||||||||||||||||||||
President and | 2004 | $ | 742,615 | $ | 0 | $ | 6,625 | $ | 308,800 | 0 | $ | 112,201 | $ | 20,000 | |||||||||||||||||||||
Chief Executive | 2003 | $ | 733,846 | $ | 0 | $ | (11,736 | ) | $ | 0 | 367,290 | $ | 317,184 | $ | 20,669 | ||||||||||||||||||||
Officer | |||||||||||||||||||||||||||||||||||
Frank H. Merlotti, Jr. | 2005 | $ | 437,000 | $ | 461,472 | $ | 3,600 | $ | 0 | 0 | $ | 0 | $ | 20,500 | |||||||||||||||||||||
President, | 2004 | $ | 428,596 | $ | 0 | $ | 3,600 | $ | 144,750 | 0 | $ | 0 | $ | 20,000 | |||||||||||||||||||||
Steelcase | 2003 | $ | 184,885 | $ | 0 | $ | 0 | $ | 0 | 200,000 | $ | 0 | $ | 8,404 | |||||||||||||||||||||
North America | |||||||||||||||||||||||||||||||||||
James P. Keane | 2005 | $ | 396,730 | $ | 399,059 | $ | 6,720 | $ | 0 | 0 | $ | 0 | $ | 19,786 | |||||||||||||||||||||
Sr. Vice President, | 2004 | $ | 355,016 | $ | 0 | $ | 5,116 | $ | 295,280 | 0 | $ | 17,460 | $ | 17,409 | |||||||||||||||||||||
Chief Financial | 2003 | $ | 310,865 | $ | 0 | $ | (1,625 | ) | $ | 0 | 100,000 | $ | 43,922 | $ | 15,715 | ||||||||||||||||||||
Officer | |||||||||||||||||||||||||||||||||||
Nancy W. Hickey | 2005 | $ | 329,558 | $ | 290,018 | $ | 1,920 | $ | 0 | 0 | $ | 0 | $ | 16,450 | |||||||||||||||||||||
Sr. Vice President, | 2004 | $ | 311,135 | $ | 0 | $ | 1,786 | $ | 77,200 | 0 | $ | 14,265 | $ | 15,457 | |||||||||||||||||||||
Chief Administrative | 2003 | $ | 310,865 | $ | 0 | $ | 93,641 | $ | 0 | 85,620 | $ | 37,955 | $ | 15,951 | |||||||||||||||||||||
Officer | |||||||||||||||||||||||||||||||||||
Michael I. Love | 2005 | $ | 316,085 | $ | 278,162 | $ | 1,920 | $ | 0 | 0 | $ | 0 | $ | 15,778 | |||||||||||||||||||||
President & CEO, | 2004 | $ | 297,981 | $ | 0 | $ | 1,713 | $ | 77,200 | 0 | $ | 21,901 | $ | 14,745 | |||||||||||||||||||||
Steelcase Design | 2003 | $ | 290,481 | $ | 0 | $ | (1,041 | ) | $ | 0 | 65,000 | $ | 28,138 | $ | 15,271 | ||||||||||||||||||||
Partnership | |||||||||||||||||||||||||||||||||||
1 | Includes amounts withheld under our Deferred Compensation Plan and the 401(k) component of the Steelcase Inc. Retirement Plan. Salary levels are established as described in the charter of the Compensation Committee and theCompensation Committee Report. Mr. Hackett received no salary increase in fiscal year 2005. The change shown between fiscal years 2004 and 2005 in the table above results from the unpaid one week company-wide shutdown in fiscal year 2004 and a partial-year salary increase effective March 27, 2003. Mr. Merlotti received no salary increase in fiscal year 2005 and the change shown in the table above results from the unpaid one week company-wide shutdown. Additionally, Mr. Merlotti was hired as an employee on September 20, 2002 and had partial earnings in fiscal year 2003. Amounts for fiscal year 2003 reflect 53 weeks of earnings. | |
2 | Represents amounts paid from the annual component of the MIP. For fiscal year 2005, annual targets were increased by an amount equal to two-thirds of the participants’ long-term target and long-term targets were decreased by the same amount. This methodology for establishing fiscal year 2005 target percentages was used for all MIP participants. | |
3 | Includes the annual change in equity for fiscal years 2004 and 2003 on the long-term amounts paid from the MIP. The long-term amounts paid are adjusted, positively or negatively, for annual change in equity. The amounts shown for fiscal year 2003 include the negative change in equity for fiscal years 2002 and 2003. For enhanced disclosure, fiscal years 2004 and 2005 include restricted stock dividends. For Ms. Hickey, the fiscal year 2003 amount includes proceeds from the exercise of stock options. While each of the named individuals received limited perquisites, no amounts are included in accordance with SEC rules because cumulative totals are less than $50,000. |
24
Table of Contents
4 | During fiscal year 2004, each of the named executives received a grant(s) of restricted stock which vests three years from the date of grant. Dividends are payable on the restricted shares at the same rate as our common stock. The following table shows the market value on the date of grant and as of February 25, 2005. |
�� | ||||||||||||||||||||||||||||||
Fair Market | ||||||||||||||||||||||||||||||
Grant Date | Value as of | |||||||||||||||||||||||||||||
Fair Market | February 25, | |||||||||||||||||||||||||||||
Value | 2005 | |||||||||||||||||||||||||||||
Number | ||||||||||||||||||||||||||||||
of | Value | Value | ||||||||||||||||||||||||||||
Restricted | Per | Total | Per | Total | ||||||||||||||||||||||||||
Name | Grant Date | Shares | Share | Value | Share | Value | Vest Date | |||||||||||||||||||||||
James P. Hackett | 03/27/2003 | 32,000 | $ | 9.65 | $ | 308,800 | $ | 14.15 | $ | 452,800 | 03/27/2006 | |||||||||||||||||||
Frank H. Merlotti, Jr. | 03/27/2003 | 15,000 | $ | 9.65 | $ | 144,750 | $ | 14.15 | $ | 212,250 | 03/27/2006 | |||||||||||||||||||
James P. Keane | 03/27/2003 | 16,000 | $ | 9.65 | $ | 154,400 | $ | 14.15 | $ | 226,400 | 03/27/2006 | |||||||||||||||||||
10/01/2003 | 12,000 | $ | 11.74 | $ | 140,880 | $ | 14.15 | $ | 169,800 | 10/01/2006 | ||||||||||||||||||||
Nancy W. Hickey | 03/27/2003 | 8,000 | $ | 9.65 | $ | 77,200 | $ | 14.15 | $ | 113,200 | 03/27/2006 | |||||||||||||||||||
Michael I. Love | 03/27/2003 | 8,000 | $ | 9.65 | $ | 77,200 | $ | 14.15 | $ | 113,200 | 03/27/2006 | |||||||||||||||||||
5 | Represents options granted under the Incentive Compensation Plan. | |
6 | Represents the cumulative long-term incentive awards payable under the MIP prior to any change in equity adjustment for the fiscal year. | |
7 | The amounts shown are the combined contributions made to the Steelcase Inc. Retirement Plan and the Restoration Retirement Plan. |
Number of Securities | Value of Unexercised | |||||||||||||||||||||||||
Underlying Unexercised | In the Money | |||||||||||||||||||||||||
Options at | Options at | |||||||||||||||||||||||||
Shares | February 25, 2005 | February 25, 2005 | ||||||||||||||||||||||||
Acquired | ||||||||||||||||||||||||||
on | Value | |||||||||||||||||||||||||
Name | Exercise | Received | Exercisable | Unexercisable | Exercisable | Unexercisable | ||||||||||||||||||||
James P. Hackett | 0 | $0 | 1,121,230 | 122,430 | $ | 1,020,900 | $ | 0 | ||||||||||||||||||
Frank H. Merlotti, Jr. | 0 | $0 | 133,333 | 66,667 | $ | 446,666 | $ | 223,334 | ||||||||||||||||||
James P. Keane | 0 | $0 | 207,038 | 33,334 | $ | 182,739 | $ | 0 | ||||||||||||||||||
Nancy W. Hickey | 0 | $0 | 160,520 | 28,540 | $ | 90,724 | $ | 0 | ||||||||||||||||||
Michael I. Love | 0 | $0 | 132,093 | 21,667 | $ | 144,006 | $ | 0 | ||||||||||||||||||
25
Table of Contents
Estimated Future | Performance | |||||||
Targeted Payouts for | Period | |||||||
Name | Non-Stock Awards | Until Maturation | ||||||
James P. Hackett | $ | 231,040 | 3 years | |||||
Frank H. Merlotti, Jr. | $ | 115,368 | 3 years | |||||
James P. Keane | $ | 103,012 | 3 years | |||||
Nancy W. Hickey | $ | 79,096 | 3 years | |||||
Michael I. Love | $ | 75,862 | 3 years | |||||
Estimated Future Payouts | ||||||||||||||||||||||
Under Non-Stock | ||||||||||||||||||||||
Priced-Based Plans1 | ||||||||||||||||||||||
Number of | ||||||||||||||||||||||
Performance | Performance | |||||||||||||||||||||
Name | Shares | Until Payout | Threshold | Target | Maximum | |||||||||||||||||
James P. Hackett | 100,000 | 3 – 5 years | 50,000 | 100,000 | 200,000 | |||||||||||||||||
Frank H. Merlotti, Jr. | 12,000 | 3 – 5 years | 6,000 | 12,000 | 24,000 | |||||||||||||||||
James P. Keane | 12,000 | 3 – 5 years | 6,000 | 12,000 | 24,000 | |||||||||||||||||
Nancy W. Hickey | 7,000 | 3 – 5 years | 3,500 | 7,000 | 14,000 | |||||||||||||||||
Michael I. Love | 12,000 | 3 – 5 years | 6,000 | 12,000 | 24,000 | |||||||||||||||||
1 | Performance shares awarded under the Incentive Compensation Plan are earned subject to achievement of specified levels of cumulative three-year cash flow. In accordance with the performance goals established, the threshold, target and maximum awards are equal to 50%, 100% and 200% respectively of the target performance shares awarded. Upon completion of the performance period at the end of fiscal 2007, the actual number of shares earned will be determined based on the cumulative three-year cash flow. No shares will be earned when the cash flow per share is less than $0.72. The threshold number of shares will be earned when cash flow per share is $0.72. The target number of shares shown above will be earned when the cash flow per share is $1.20. The maximum number of shares will be earned on achieving cash flow per share of $4.80. At the end of the performance period, the earned shares will be issued as Class A Common Stock. One-third of the shares vest immediately and the remaining two-thirds vest equally over the next two years. Dividend equivalents accumulate during the performance period at the same rate as dividends declared on Class A Common Stock and will be paid at the end of the performance period on the actual number of performance shares earned. During the vesting period, dividends are paid on earned shares. For more information on performance shares see theCompensation Committee Report. |
26
Table of Contents
• | Five annual payments equal to 70% of average base salary for the three consecutive calendar years prior to retirement or death, multiplied by the vested percentage. | |
• | Fifteen annual payments of $50,000, multiplied by the vested percentage. |
• | Retirement at 65. | |
• | Retirement before 65 if the officer’s age plus years of continuous service with Steelcase equal 80 (early retirement). | |
• | The officer’s death or total disability. |
Years of Participation | ||||||||||||||||||||||
Average Base | ||||||||||||||||||||||
Salary | ||||||||||||||||||||||
(Final 3 years) | 3 | 4 | 5 | 6 | 7 or more | |||||||||||||||||
$800,000 | $ | 122,000 | $ | 244,000 | $ | 366,000 | $ | 488,000 | $ | 610,000 | ||||||||||||
750,000 | 115,000 | 230,000 | 345,000 | 460,000 | 575,000 | |||||||||||||||||
700,000 | 108,000 | 216,000 | 324,000 | 432,000 | 540,000 | |||||||||||||||||
650,000 | 101,000 | 202,000 | 303,000 | 404,000 | 505,000 | |||||||||||||||||
600,000 | 94,000 | 188,000 | 282,000 | 376,000 | 470,000 | |||||||||||||||||
550,000 | 87,000 | 174,000 | 261,000 | 348,000 | 435,000 | |||||||||||||||||
500,000 | 80,000 | 160,000 | 240,000 | 320,000 | 400,000 | |||||||||||||||||
450,000 | 73,000 | 146,000 | 219,000 | 292,000 | 365,000 | |||||||||||||||||
400,000 | 66,000 | 132,000 | 198,000 | 264,000 | 330,000 | |||||||||||||||||
350,000 | 59,000 | 118,000 | 177,000 | 236,000 | 295,000 | |||||||||||||||||
300,000 | 52,000 | 104,000 | 156,000 | 208,000 | 260,000 | |||||||||||||||||
27
Table of Contents
Years of Participation | ||||||||||||||||||||||
3 | 4 | 5 | 6 | 7 or more | ||||||||||||||||||
$ | 10,000 | $ | 20,000 | $ | 30,000 | $ | 40,000 | $ | 50,000 | |||||||||||||
Years of Participation | Vested Percentage | |||||||||
Less than 3 | 0% | |||||||||
3 | 20% | |||||||||
4 | 40% | |||||||||
5 | 60% | |||||||||
6 | 80% | |||||||||
7 or more | 100% | |||||||||
Name | Years of Participation | |||||||
James P. Hackett | 14 | |||||||
Frank H. Merlotti, Jr. | 2 | |||||||
James P. Keane | 4 | |||||||
Nancy W. Hickey | 8 | |||||||
Michael I. Love | 4 | |||||||
• | Employment is terminated for cause. | |
• | Employment is terminated for any reason other than total disability or early retirement before reaching 65. | |
• | Death occurs without a surviving spouse, as defined in the plan, or at the time the surviving spouse dies after the participant’s death. | |
• | The participant competes with the Company without the prior consent of the plan’s administrative committee. | |
• | The participant is eligible for and elects to receive benefits under any other non-qualified deferred compensation plan or arrangement maintained by the Company or any of its subsidiaries or affiliates (other than the Restoration Retirement Plan or the Deferred Compensation Plan). |
28
Table of Contents
Years of Service | Vesting Percentage | |||||||
Less than 3 | 0% | |||||||
3 | 20% | |||||||
4 | 40% | |||||||
5 | 60% | |||||||
6 | 80% | |||||||
7 or more | 100% | |||||||
29
Table of Contents
• | Each person serving as a director as of April 27, 2005; | |
• | Each executive officer named in the Summary Compensation Table on page 24; | |
• | Each other person known by the Company to beneficially own more than 5% of Steelcase Common Stock; and | |
• | Directors and all executive officers, as a group. |
Class A | Class B | |||||||||||||||||||||||||
Common Stock1 | Common Stock2 | |||||||||||||||||||||||||
Shares | Shares | |||||||||||||||||||||||||
Beneficially | Stock | Percent | Beneficially | Percent | Deferred | |||||||||||||||||||||
Name of Beneficial Owner | Owned | Options3 | of Class | Owned | of Class | Stock4 | ||||||||||||||||||||
William P. Crawford 5 | 146,610 | 60,456 | * | 10,403,510 | 12.3 | 856 | ||||||||||||||||||||
James P. Hackett 6 | 84,589 | 1,243,660 | 2.0 | 81,900 | * | 0 | ||||||||||||||||||||
Nancy W. Hickey 7 | 8,330 | 189,060 | * | 0 | 0 | 0 | ||||||||||||||||||||
Earl D. Holton | 8,514 | 80,707 | * | 0 | 0 | 14,063 | ||||||||||||||||||||
Michael J. Jandernoa | 10,832 | 0 | * | 0 | 0 | 414 | ||||||||||||||||||||
David W. Joos | 1,400 | 8,000 | * | 0 | 0 | 6,386 | ||||||||||||||||||||
James P. Keane8 | 28,110 | 240,372 | * | 0 | 0 | 0 | ||||||||||||||||||||
Elizabeth Valk Long9 | 1,400 | 13,618 | * | 0 | 0 | 13,925 | ||||||||||||||||||||
Michael I. Love | 8,560 | 153,760 | * | 0 | 0 | 0 | ||||||||||||||||||||
Frank H. Merlotti, Jr.10 | 42,850 | 133,333 | * | 0 | 0 | 0 | ||||||||||||||||||||
Robert C. Pew III11 | 7,906 | 25,835 | * | 1,502,541 | 1.8 | 0 | ||||||||||||||||||||
Peter M. Wege II12 | 240,441 | 25,835 | * | 287,218 | * | 856 | ||||||||||||||||||||
P. Craig Welch, Jr.13 | 55,400 | 25,835 | * | 5,016,765 | 5.9 | 19,731 | ||||||||||||||||||||
Kate Pew Wolters14 | 5,000 | 8,000 | * | 1,778,856 | 2.1 | 856 | ||||||||||||||||||||
Fifth Third Bancorp15 Fifth Third Center Cincinnati, OH 45263 and Fifth Third Bank 111 Lyon Street, NW Grand Rapids, MI 49503 | 9,345,105 | 0 | 14.6 | 64,104,824 | 75.7 | 0 | ||||||||||||||||||||
30
Table of Contents
Class A | Class B | |||||||||||||||||||||||||
Common Stock1 | Common Stock2 | |||||||||||||||||||||||||
Shares | Shares | |||||||||||||||||||||||||
Beneficially | Stock | Percent | Beneficially | Percent | Deferred | |||||||||||||||||||||
Name of Beneficial Owner | Owned | Options3 | of Class | Owned | of Class | Stock4 | ||||||||||||||||||||
Robert C. Pew II 16 c/o Steelcase Inc. 901 – 44th Street Grand Rapids, MI 49508 | 40,296 | 17,835 | * | 20,136,818 | 23.8 | 0 | ||||||||||||||||||||
Peter M. Wege17 P.O. Box 6388 Grand Rapids, MI 49516 | 7,270,269 | 12,217 | 11.3 | 12,864,944 | 15.2 | 0 | ||||||||||||||||||||
Ariel Capital Management 18 200 East Randolph Drive Suite 2900 Chicago, IL 60601 | 16,380,380 | 0 | 25.5 | 0 | 0 | 0 | ||||||||||||||||||||
W. Michael Van Haren 19 900 Fifth Third Center 111 Lyon Street, NW Grand Rapids, MI 49503 | 321,270 | 0 | * | 12,618,325 | 14.9 | 0 | ||||||||||||||||||||
Mary I. Pew 20 c/o Steelcase Inc. 901 – 44th Street Grand Rapids, MI 49508 | 40,296 | 0 | * | 11,342,534 | 13.4 | 0 | ||||||||||||||||||||
Allen I. Hunting, Jr. 21 2820 Pioneer Club Road Grand Rapids, MI 49506 | 0 | 0 | 0 | 8,441,404 | 10.0 | 0 | ||||||||||||||||||||
CRASTECOM B Limited Partnership 22 7091 Conservation Road Ada, MI 49301 | 0 | 0 | 0 | 7,690,909 | 9.1 | 0 | ||||||||||||||||||||
Cooke & Bieler, L.P. 23 1700 Market Street Suite 3222 Philadelphia, PA 19103 | 3,865,667 | 0 | 6.0 | 0 | 0 | 0 | ||||||||||||||||||||
Directors and Executive Officers as a group (18 persons) 24 | 689,679 | 2,787,538 | 5.2 | 19,070,790 | 22.5 | 57,087 | ||||||||||||||||||||
* | Less than 1% |
1 | Each share of Class B Common Stock can be converted at the option of the shareholder into one share of Class A Common Stock. Ownership of Class B Common Stock is, therefore, deemed to be beneficial ownership of Class A Common Stock under SEC regulation. The number of shares of Class A Common Stock and percentages shown for Class A Common Stock, however, do not account for this conversion right to reduce substantial duplications in the number of shares and percentages shown in the table. If the number of shares of Class A Common Stock beneficially owned by each shareholder was calculated to include the number of shares the shareholder would acquire upon conversion of his or her Class B Common Stock, the following shareholders would be deemed to beneficially own the number of shares of Class A Common Stock and the percentage of the total shares of Class A Common Stock listed after their names: |
31
Table of Contents
Number | Percent | |||||||
of | of | |||||||
Name of Beneficial Owner | Shares | Class A | ||||||
Fifth Third Bancorp and Fifth Third Bank | 73,449,929 | 57.3 | ||||||
Directors and Executive Officers as a group (18 persons) | 22,548,007 | 26.2 | ||||||
Peter M. Wege | 20,147,430 | 26.1 | ||||||
Robert C. Pew II | 20,194,949 | 23.9 | ||||||
W. Michael Van Haren | 12,939,595 | 16.8 | ||||||
Mary I. Pew | 11,382,830 | 15.1 | ||||||
William P. Crawford | 10,610,576 | 14.2 | ||||||
Allen I. Hunting, Jr. | 8,441,404 | 11.6 | ||||||
CRASTECOM B Limited Partnership | 7,690,909 | 10.7 | ||||||
James F. Hunting | 5,538,026 | 8.0 | ||||||
Bonnico Limited Partnership | 5,167,342 | 7.5 | ||||||
James C. Welch | 5,138,066 | 7.5 | ||||||
P. Craig Welch, Jr. | 5,098,000 | 7.4 | ||||||
Anne Hunting | 4,594,457 | 6.7 | ||||||
ABJ Investments Limited Partnership | 4,476,491 | 6.5 | ||||||
Olive Shores, Inc. | 4,476,491 | 6.5 | ||||||
Mary W. Corl | 3,849,142 | 5.7 | ||||||
William W. Idema | 3,789,236 | 5.6 | ||||||
Corl Family Limited Partnership | 3,507,142 | 5.2 | ||||||
Kate Pew Wolters | 1,791,856 | 2.7 | ||||||
Robert C. Pew III | 1,536,282 | 2.3 | ||||||
James P. Hackett | 1,410,149 | 2.2 | ||||||
Peter M. Wege II | 553,494 | * | ||||||
* | Less than 1% |
The number of shares shown for the shareholders who do not appear in the table on pages 30 and 31 are based on the most recent Schedule 13G or 13D amendment to those schedules filed by each of such shareholders with the SEC. | ||
2 | Some of the Class B Common Stock reflected in the table is beneficially owned by more than one of the named shareholders. Therefore, the “Percent of Class” column totals more than 100%. | |
3 | This column shows the number of shares of Class A Common Stock that can be acquired as a result of the exercise of stock options within 60 days of April 27, 2005. | |
4 | The number shown in this column represents shares of Class A Common Stock deemed to be credited as of April 27, 2005 to the respective directors’ accounts under our Non-Employee Director Deferred Compensation Plan. Under the plan, directors have no right to receive actual shares and have no voting or dispositive power over any shares. The deemed investment mirrors the actual return on Steelcase Inc. Common Stock. SeeDirector Compensationfor a description of the plan. | |
5 | Includes (a) 261,200 shares of Class B Common Stock held by trusts of which William P. Crawford serves as co-trustee, (b) 61,595 shares of Class B Common Stock held by Mr. Crawford’s wife, (c) 905,603 shares of Class B Common Stock held by a trust of which Mr. Crawford’s wife serves as trustee, (d) 51,957 shares of Class B Common Stock held by a trust of which Mr. Crawford’s wife serves as co-trustee, and (e) 7,690,909 shares of Class B Common Stock held by CRASTECOM B Limited Partnership, of which Mr. Crawford is the managing partner (see note 22 below). | |
6 | Includes (a) 2,600 shares of Class A Common Stock and 71,459 shares of Class B Common Stock held by James P. Hackett’s wife, (b) 379 shares of Class A Common Stock held jointly by Mr. Hackett and his son, and (c) 32,000 shares of restricted Class A Common Stock. |
32
Table of Contents
7 | Includes (a) 220 shares of Class A Common Stock held jointly by Nancy W. Hickey and her husband and (b) 8,000 shares of restricted Class A Common Stock. | |
8 | Includes 28,000 shares of restricted Class A Common Stock. | |
9 | Includes 1,000 shares of Class A Common Stock held jointly by Elizabeth Valk Long and her husband. |
10 | Includes (a) 6,150 shares of Class A Common Stock held by a trust of which Frank H. Merlotti, Jr. serves as co-trustee and (b) 15,000 shares of restricted Class A Common Stock. | |
11 | Includes (a) 2,000 shares of Class A Common Stock and 193,685 shares of Class B Common Stock held by a trust of which Robert C. Pew III serves as co-trustee, and (b) 534,400 shares of Class B Common Stock held by a charitable foundation of which shares Mr. Pew has the sole power to vote and dispose. | |
12 | Includes (a) 240,041 shares of Class A Common Stock held by trusts of which Peter M. Wege II’s wife serves as trustee and (b) 96,600 shares of Class B Common Stock held by a trust of which Mr. Wege’s wife serves as co-trustee. | |
13 | Includes (a) 3,637,285 shares of Class B Common Stock held by trusts of which P. Craig Welch, Jr. serves as co-trustee, (b) 329,045 shares of Class B Common Stock held by trusts of which Mr. Welch’s wife serves as trustee, and (c) 100,287 shares of Class B Common Stock held by trusts of which Mr. Welch’s wife serves as co-trustee. | |
14 | Includes 5,000 shares of Class A Common Stock and 1,293,985 shares of Class B Common Stock held by a trust of which Kate Pew Wolters is a co-trustee and which Ms. Wolters has the power to revoke within 60 days of April 27, 2005. Excludes 170,000 shares of Class A Common Stock held by an educational fund of which Ms. Wolters serves as one of seven trustees and of which shares Ms. Wolters disclaims beneficial ownership. | |
15 | Based on an Amendment to Schedule 13G dated December 31, 2004 filed by Fifth Third Bancorp and Fifth Third Bank (collectively, “Fifth Third”) with the SEC. Includes (a) 4,063,908 shares of Class A Common Stock and 18,545,807 shares of Class B Common Stock that Fifth Third has the sole power to vote, (b) 5,015,901 shares of Class A Common Stock and 24,737,369 shares of Class B Common Stock that Fifth Third shares with others the power to vote, (c) 3,728,908 shares of Class A Common Stock and 18,545,807 shares of Class B Common Stock that Fifth Third has the sole power to dispose, and (d) 3,153,438 shares of Class A Common Stock and 38,419,589 shares of Class B Common Stock that Fifth Third shares with others the power to dispose. | |
16 | Based on an Amendment to Schedule 13D dated March 14, 2005 filed by Robert C. Pew II with the SEC. Includes (a) 14,700,126 shares of Class B Common Stock held by trusts of which Mr. Pew serves as co-trustee, (b) 1,914,857 shares of Class B Common Stock held by a trust of which Mr. Pew’s wife serves as co-trustee and of which Mr. Pew has the right to revoke within 60 days of April 27, 2005, (c) 296 shares of Class A Common Stock and 3,521,835 shares of Class B Common Stock held by a trust of which shares Mr. Pew has the sole power to vote and Mr. Pew’s wife shares the power to dispose, and (d) 40,000 shares of Class A Common Stock held by a charitable foundation of which shares Mr. Pew and his wife share the power to vote and dispose. Excludes 170,000 shares of Class A Common Stock held by an educational fund, of which Mr. Pew serves as one of seven trustees and disclaims beneficial ownership. | |
17 | Based on an Amendment to Schedule 13G dated December 31, 2004 filed by Peter M. Wege with the SEC. Includes 3,850,209 shares of Class A Common Stock and 11,364,944 shares of Class B Common Stock held by various trusts, of which shares Mr. Wege has no ability to vote or direct the disposition but can prevent the disposition of the shares by the trustees; Mr. Wege disclaims beneficial ownership of these shares. | |
18 | Based on an Amendment to Schedule 13G dated December 31, 2004 filed by Ariel Capital Management, Inc. with the SEC. | |
19 | Based on an Amendment to Schedule 13D dated May 15, 2003 filed by W. Michael Van Haren with the SEC. Includes 320,920 shares of Class A Common Stock and 12,618,325 shares of Class B Common Stock that Mr. Van Haren and Fifth Third Bank share the power to vote and dispose. | |
20 | Based on an Amendment to Schedule 13D dated March 14, 2005 filed by Mary I. Pew with the SEC. Includes (a) 1,914,857 shares of Class B Common Stock held by a trust of which Mrs. Pew serves as co-trustee, (b) 5,905,842 shares of Class B Common Stock held by a trust of which Mrs. Pew’s husband serves as co-trustee and of which Mrs. Pew has the right to revoke within 60 days of April 27, 2005, (c) 296 shares of Class A Common Stock and 3,521,835 shares of Class B Common Stock held by a trust of which shares Mrs. Pew shares the power to dispose, and (d) 40,000 shares of Class A Common Stock |
33
Table of Contents
held by a charitable foundation of which shares Mrs. Pew and her husband share the power to vote and dispose. | ||
21 | Based on a Schedule 13G dated December 31, 1998 filed by Allen I. Hunting, Jr. with the SEC. Includes 7,813,033 shares of Class B Common Stock that Mr. Hunting, Jr. shares with others the power to vote and dispose. | |
22 | Based on a Form 4 dated October 27, 2004 and a Form 4 dated November 9, 2004 filed by CRASTECOM B Limited Partnership with the SEC. William P. Crawford is the managing partner of this limited partnership (see note 5 above). | |
23 | Based on an Amendment to Schedule 13G dated December 31, 2004 filed by Cooke & Bieler, L.P. with the SEC. | |
24 | Includes all of Steelcase’s executive officers, a portion of whom are named in the table. The numbers shown include (a) the shares described in notes (5) through (14) above (to the extent included in the shares deemed to be beneficially owned by the relevant directors and executive officers), (b) 400 additional shares of Class A Common Stock held jointly by one of the executive officers and his wife, (c) 1,007 additional shares of Class A Common Stock held jointly by another of the executive officers and his wife, and (d) 46,000 shares of restricted Class A Common Stock. |
34
Table of Contents
![Graph Data Proof Area](https://capedge.com/proxy/DEF 14A/0000950124-05-003463/k91701dk9170101.gif)
02/25/00 | 02/23/01 | 02/22/02 | 02/28/03 | 02/27/04 | 02/25/05 | |||||||||||||||||||
Steelcase Inc. Class A Common Stock | $ | 100.00 | $ | 143.92 | $ | 148.67 | $ | 96.20 | $ | 150.39 | $ | 153.60 | ||||||||||||
Standard & Poor’s 500 Stock Index | $ | 100.00 | $ | 94.51 | $ | 83.80 | $ | 65.83 | $ | 91.19 | $ | 98.17 | ||||||||||||
Peer Group Index | $ | 100.00 | $ | 123.88 | $ | 124.13 | $ | 113.09 | $ | 166.91 | $ | 177.68 |
1 | The S&P 500 is used as a performance indicator of the overall stock market. | |
2 | The peer group consists of three companies that manufacture office furniture and have industry characteristics that we believe are similar to Steelcase’s. The peer group consists of Herman Miller, Inc., HNI Corporation (f/k/a HON Industries Inc.), and Kimball International, Inc. |
35
Table of Contents
36
Table of Contents
By Order of the Board of Directors | |
Jon D. Botsford | |
Senior Vice President, Secretary | |
and Chief Legal Officer |
37
Table of Contents
![]() | Please consider the issues discussed in the Proxy Statement and exercise your right to vote by one of the following methods: | |||
901 44th Street SE | ||||
CH-2E-06 | ||||
GRAND RAPIDS, MI 49508 | ![]() | Access the Internet voting site: www.proxyvote.com. | ||
![]() | Call 1-800-690-6903 toll free 24 hours a day, seven days a week. | |||
The deadline for voting by the Internet or telephone is 11:59 p.m. EDT on June 22, 2005. | ||||
![]() | Complete, sign and date the proxy below and return it in the enclosed postage-paid envelope. Proxy cards received and processed before 11:00 a.m. EDT on June 23, 2005 will be voted. | |||
If you vote by Internet or telephone, there is no need to return your proxy card. |
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: | KEEP THIS PORTION FOR YOUR RECORDS | |
DETACH AND RETURN THIS PORTION ONLY | ||
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. |
The Steelcase Inc. Board of Directors recommends a vote FOR the following proposal. | ||||||||
If you sign and return this card with no specific voting instructions, the shares will be voted FOR all of the following nominees for Director: | For All | Withhold All | For All Except | To withhold authority to vote for any individual nominee, mark “For All Except” and write the nominee’s number on the line below. | ||||
o | o | o | ||||||
1. Election of four Director (terms expiring in 2008) nominees: | ||||||||
1) Earl D. Holton | ||||||||
2) Michael J. Jandernoa | ||||||||
3) Peter M. Wege II | ||||||||
4) Kate Pew Wolters | ||||||||
To update your address,please check the box to the right and mark changes on this card or go to www.equiserve.com. | o | |||||||
Please sign exactly as your name appears on this proxy form. If shares are held jointly, all owners should sign. If signing for a corporation or partnership, or a trustee, guardian, attorney, agent, executor or administrator, etc., please give your full title. |
Signature (PLEASE SIGN WITHIN BOX) | Date | Signature (Joint Owners) | Date |
Table of Contents
![]() Annual Meeting of Shareholders June 23, 2005 11:00 a.m. EDT Steelcase Inc. Town Hall 1111-44th Street SE Grand Rapids, Michigan 49508 | ![]() |
DETACH HERE
Steelcase Inc.
901 44th Street SE
Grand Rapids, Michigan 49508
Proxy solicited by the Board of Directors
for the Annual Meeting of Shareholders
The undersigned appoints Robert C. Pew III and James P. Hackett, individually and with full power of substitution and resubstitution, as such shareholder’s proxy to vote all the outstanding shares of Class A Common Stock and/or Class B Common Stock of Steelcase Inc. held by the undersigned at the Annual Meeting of Shareholders to be held on June 23, 2005 or any adjournment thereof (the “Annual Meeting”).
If shares of Steelcase Inc. Common Stock are issued to, or held for the account of, the undersigned under the Steelcase Inc. Retirement Plan (the “Plan”), then the undersigned directs Fifth Third Bank, as Trustee of the Plan, to vote all shares of Steelcase Inc. Common Stock in the undersigned’s name and/or account under the Plan in accordance with the instructions given in this proxy, and on any other matter properly coming before the Annual Meeting, in the discretion of the proxy. If this card is not returned or is returned unsigned, shares will be voted at the discretion of the Trustee.
This proxy, when properly executed, will be voted in the manner directed by the undersigned shareholder(s) on the proposal(s) identified on the reverse side hereof, and, on any other matter properly coming before the meeting, in the discretion of the proxy. If no contrary direction is made, the shares will be voted FOR election of all nominees named on this proxy as Directors.