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o | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
o | Soliciting Material Pursuant to §240.14a-12 |
þ | No fee required. |
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(1) | To elect three directors, each to serve for a term of three years and until a successor is elected and qualified; and | |
(2) | To transact any other business that may properly come before the meeting. |
Michael C. Hasychak | |
Secretary |
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Directors Whose Terms End in 2008 | Current Employment | |
Albert C. Bersticker Director since 1993 Member — Governance Committee and Organization and Compensation Committee | Retired Chairman and Chief Executive Officer, Ferro Corporation (Paint, varnishes, lacquers, enamels and allied products) | |
Age — 70 | ||
Mr. Bersticker had served as Non-executive Chairman of Oglebay Norton Company from May 2003 until January 2005. Mr. Bersticker was Chairman of Ferro Corporation from February 1996 and retired in 1999. He served as Chief Executive Officer of Ferro Corporation from 1991 until January of 1999 and as its President from 1988 until February 1996. He also had served as Secretary, Treasurer and a member of the Board of Directors of St. John’s Medical Center in Jackson, Wyoming until January 2005. | ||
William G. Pryor Director since 2003 Member — Governance Committee, Organization and Compensation Committee, and Retirement Plan Review Committee | Retired President, Van Dorn Demag Corporation (Plastic Injection Molding Equipment) | |
Age — 65 | ||
Mr. Pryor was President of Van Dorn Demag Corporation from 1993 and retired in 2002. He had also served as President and Chief Executive Officer of Van Dorn Corporation, predecessor to Van Dorn Demag Corporation. Mr. Pryor served on the Board of Directors of Oglebay Norton Company from 1997 until January 2005. | ||
N. Mohan Reddy, Ph.D. Director since 2000 Member — Audit Committee and Organization and Compensation Committee | Professor The Weatherhead School of Management, Case Western Reserve University | |
Age — 51 | ||
Dr. Reddy has been a professor at the Weatherhead School of Management, Case Western Reserve University for the past five years. Dr. Reddy is a director of Keithley Instruments, Inc. Dr. Reddy serves as consultant to firms in the electronic and semiconductor industries, primarily in the areas of product and market development. | ||
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Directors Whose Terms End in 2006 | Current Employment | |
Gordon D. Harnett Director since 1991 | Chairman of the Board, President and Chief Executive Officer, Brush Engineered Materials Inc. | |
Age — 62 | ||
Mr. Harnett has been Chairman of the Board and Chief Executive Officer of Brush Engineered Materials (and its predecessor, Brush Wellman Inc.) during the past five years. He has been President from 1991 to 2001 and since May 2002. He is a director of Lubrizol Corporation, EnPro Industries, Inc. and PolyOne Corporation. | ||
William B. Lawrence Director since 2003 Member — Audit Committee and Organization and Compensation Committee | Former Executive Vice President, General Counsel & Secretary, TRW, Inc. (Advanced Technology Products and Services) | |
Age — 60 | ||
Prior to the sale of TRW, Inc. to Northrop Grumman Corporation in December 2002, Mr. Lawrence served as TRW’s Executive Vice President, General Counsel and Secretary since 1997 and held various other executive positions at TRW since 1976. Mr. Lawrence also serves on the Board of Directors of Ferro Corporation and is Managing Director of Union Partners, LLC, a private investment firm. | ||
William P. Madar Director since 1988 Member — Governance Committee and Organization and Compensation Committee | Retired Chairman of the Board and Former Chief Executive Officer Nordson Corporation (Industrial Application Equipment Manufacturer) | |
Age — 65 | ||
Mr. Madar retired as Chairman of the Board of Nordson Corporation effective March 2004. He had been Chairman since 1997. Prior to that time, he served as Vice Chairman of Nordson Corporation from August 1996 until October 1997 and as Chief Executive Officer from February 1986 until October 1997. From February 1986 until August 1996, he also served as its President. He is a director of Nordson Corporation and Lubrizol Corporation. | ||
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Directors Whose Terms End in 2007 | Current Employment | |
Joseph P. Keithley Director since 1997 Member — Governance Committee, Organization and Compensation Committee and Retirement Plan Review Committee | Chairman, Chief Executive Officer and President, Keithley Instruments, Inc. (Electronic Test and Measurement Products) | |
Age — 56 | ||
Mr. Keithley has been Chairman of the Board of Keithley Instruments, Inc. since 1991. He has served as Chief Executive Officer of Keithley Instruments, Inc. since November 1993 and as its President since May 1994. He is a director of Keithley Instruments, Inc. and Nordson Corporation. | ||
William R. Robertson Director since 1997 Member — Audit Committee, Organization and Compensation Committee and Retirement Plan Review Committee | Managing Partner, Kirtland Capital Partners (Private Equity Investments) | |
Age — 63 | ||
Mr. Robertson has been a Managing Partner of Kirtland Capital Partners since September 1997. Prior to that time, he was President and a director of National City Corporation from October 1995 until July 1997. He also served as Deputy Chairman and a director from August 1988 until October 1995. He is a director of Gries Financial LLC and Instron Corporation. Mr. Robertson is a member of the Board of Managers of the Prentiss Foundation and a member of and Vice President of the Board of Trustees of the Cleveland Museum of Art. | ||
John Sherwin, Jr. Director since 1981 Member — Audit Committee, Organization and Compensation Committee and Retirement Plan Review Committee | President, Mid-Continent Ventures, Inc. (Venture Capital Company) | |
Age — 66 | ||
Mr. Sherwin has been President of Mid-Continent Ventures, Inc. during the past five years. Mr. Sherwin is a director of John Carroll University and Shorebank Cleveland, a trustee of The Cleveland Clinic Foundation and Chairman of the Cleveland Foundation. | ||
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Board Independence |
• | The director is, or has been within the last three years, an employee of the Company, or an immediate family member is, or has been within the last three years, an executive officer, of the Company; | |
• | The director has received, or has an immediate family member who has received, during any 12-month period within the last three years, more than $100,000 in direct compensation from the Company, other than director and committee fees and pension or other forms of deferred compensation for prior service (provided such compensation is not contingent in any way on continued service); | |
• | (a) The director or an immediate family member is a current partner of a firm that is the Company’s internal or external auditor; (b) the director is a current employee of such a firm; (c) the director has an immediate family member who is a current employee of such a firm and who participates in the firm’s audit, assurance or tax compliance (but not tax planning) practice; or (d) the director or an immediate family member was within the last three years (but is no longer) a partner or employee of such a firm and personally worked on the Company’s audit within that time; | |
• | The director or an immediate family member is, or has been within the last three years, employed as an executive officer of another company where any of the Company’s present executive officers at the same time serves or served on that company’s compensation committee; or | |
• | The director is a current employee, or an immediate family member is a current executive officer, of a company that has made payments to, or received payments from, the Company for property or services in an amount which, in any of the last three fiscal years, exceeds the greater of $1,000,000, or two percent of such other company’s consolidated gross revenues. |
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Charitable Contributions |
Non-management Directors; Board Communication |
Audit Committee |
• | the integrity of our financial statements and our financial reporting process; | |
• | compliance with ethics policies and legal and other regulatory requirements; | |
• | our independent auditor’s qualifications and independence; | |
• | our systems of internal accounting and financial controls; and | |
• | the performance of our independent auditors and of our internal audit functions. |
Audit Committee Expert, Financial Literacy and Independence |
Governance Committee |
• | evaluation of candidates for board membership, including any nominations of qualified candidates submitted in writing by shareholders to our Secretary; | |
• | making recommendations to the full Board of Directors regarding directors’ compensation; |
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• | making recommendations to the full Board of Directors regarding governance matters; and | |
• | overseeing the evaluation of the Board and management of the Company. |
Nomination of Director Candidates |
Organization and Compensation Committee |
• | reviewing executive compensation; | |
• | taking action where appropriate or making recommendations to the full Board of Directors with respect to executive compensation; | |
• | recommending the adoption of executive benefit plans; | |
• | granting stock options and other awards; and | |
• | reviewing and recommending actions to the full Board of Directors on matters relating to management succession, retention and development and changes in organization structure. |
Retirement Plan Review Committee |
• | reviewing defined benefit pension plans as to current and future costs, funded position, and actuarial and accounting assumptions used in determining benefit obligations; | |
• | establishing and reviewing policies and strategies for the investment of defined benefit pension plan assets; and | |
• | reviewing investment options offered under employee savings plans and the performance of those investment options. |
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Board Attendance |
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Number of | Percent | ||||||||
Shares | of Class | ||||||||
Non-officer Directors | |||||||||
Albert C. Bersticker | 30,039( | 1)(2) | * | ||||||
Joseph P. Keithley | 19,682( | 1)(2) | * | ||||||
William B. Lawrence | 7,500( | 1)(2) | * | ||||||
William P. Madar | 34,689( | 1)(2) | * | ||||||
William G. Pryor | 7,500( | 1)(2) | * | ||||||
N. Mohan Reddy | 28,088( | 1)(2) | * | ||||||
William R. Robertson | 47,078( | 1)(2)(3) | * | ||||||
John Sherwin, Jr. | 26,906( | 1)(2)(4) | * | ||||||
Named Executive Officers | |||||||||
Gordon D. Harnett | 341,941( | 1) | 1.7 | % | |||||
Daniel A. Skoch | 106,979( | 1) | * | ||||||
John D. Grampa | 78,880( | 1) | * | ||||||
Richard J. Hipple | 14,300( | 1) | * | ||||||
All directors and executive officers as a group (including the Named Executive Officers) (12 persons) | 743,582( | 5) | — | ||||||
Other Persons | |||||||||
SSB Citi Fund Management LLC | |||||||||
388 Greenwich Street New York, New York 10013 | 2,482,496( | 6) | 12.6 | % | |||||
Jeffrey Gendell | |||||||||
55 Railroad Avenue, 3rd Floor Greenwich, Connecticut 06830 | 1,717,800( | 7) | 8.7 | % |
* | Less than 1% of common stock. | |
(1) | Includes shares covered by outstanding options exercisable within 60 days as follows: Mr. Harnett 307,500; Mr. Skoch 102,000; Mr. Grampa 72,000; Mr. Hipple 14,300 and 7,000 for each of Messrs. Lawrence and Pryor; 8,000 each for Messrs. Bersticker, Madar and Sherwin and 13,000 each for Messrs. Keithley, Reddy and Robertson. Also includes 2,000 Restricted shares each granted to Mr. Grampa and Mr. Skoch in 2004 pursuant to the 1995 Stock Incentive Plan, as amended, which are subject to forfeiture if Mr. Grampa and Mr. Skoch are not continuously employed in their current capacities for a period of three years ending on February 3, 2007 and December 7, 2007, respectively. | |
(2) | Includes shares under the 1992 and 2005 Deferred Compensation Plans for Non-employee Directors, and 1997 Stock Incentive Plan for Non-employee Directors as follows: Mr. Bersticker 7,911; Mr. Keithley 6,682; Mr. Lawrence 500; Mr. Madar 25,489; Mr. Pryor 500; Dr. Reddy 15,088; Mr. Robertson 23,578 and Mr. Sherwin 6,601. | |
(3) | Includes 500 shares owned by Mr. Robertson’s wife of which Mr. Robertson disclaims beneficial ownership. |
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(4) | Includes 4,510 shares owned by Mr. Sherwin’s wife and children of which Mr. Sherwin disclaims beneficial ownership. | |
(5) | Includes 572,800 shares subject to outstanding options held by officers and directors and exercisable within 60 days. | |
(6) | According to a Schedule 13G filed with the Securities and Exchange Commission on February 14, 2005, as of December 31, 2004, Smith Barney Fund Management LLC had shared voting power and shared dispositive power over 2,087,400 shares; Citigroup Global Markets Holdings Inc. had shared voting power and shared dispositive power over 2,482,371 shares; and Citigroup Inc. had shared voting power and shared dispositive power over 2,482,496 shares. Each reported that it is an Investment Advisor under either the Investment Advisors Act of 1940 or a similar state law. | |
(7) | According to a Schedule 13G filed with the Securities and Exchange Commission on February 3, 2005, as of December 31, 2004, Jeffrey Gendell had sole voting and dispositive power with respect to 1,717,800 shares. |
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Annual Compensation(1) | Long-term | ||||||||||||||||||||||||||||||||||||||||||||
Compensation Awards | |||||||||||||||||||||||||||||||||||||||||||||
Bonus($) | Securities | ||||||||||||||||||||||||||||||||||||||||||||
Restricted | Underlying | LTIP | All Other | ||||||||||||||||||||||||||||||||||||||||||
Salary | Annual | Special | Total | Stock | Options | Payouts | Compensation | ||||||||||||||||||||||||||||||||||||||
Name and Principal Position | Year | ($)(2) | Incentive(3) | Award(4) | Bonus | ($)(5) | (#) | ($)(6) | ($)(2)(7) | ||||||||||||||||||||||||||||||||||||
+ | = | ||||||||||||||||||||||||||||||||||||||||||||
Gordon D. Harnett | 2004 | 608,244 | 738,524 | (2) | 597,425 | 1,335,949 | 0 | 35,000 | 658,125 | 35,767 | |||||||||||||||||||||||||||||||||||
Chairman of the Board, | 2003 | 590,400 | 313,440 | (2) | 597,425 | 910,865 | 0 | 28,500 | 601,088 | 9,558 | |||||||||||||||||||||||||||||||||||
President and Chief | 2002 | 585,000 | 46,800 | (2) | 0 | 46,800 | 0 | 35,000 | 0 | 89,208 | |||||||||||||||||||||||||||||||||||
Executive Officer | |||||||||||||||||||||||||||||||||||||||||||||
Daniel A. Skoch | 2004 | 268,260 | 255,293 | (2) | 85,531 | 340,824 | 36,860 | 15,000 | 193,500 | 21,107 | |||||||||||||||||||||||||||||||||||
Senior Vice President | 2003 | 260,383 | 100,455 | (2) | 85,531 | 185,986 | 0 | 15,000 | 176,760 | 4,370 | |||||||||||||||||||||||||||||||||||
Administration | 2002 | 258,000 | 30,960 | (2) | 0 | 30,960 | 0 | 15,000 | 0 | 20,769 | |||||||||||||||||||||||||||||||||||
John D. Grampa | 2004 | 249,542 | 237,476 | 41,195 | 278,671 | 34,150 | 15,000 | 180,000 | 12,120 | ||||||||||||||||||||||||||||||||||||
Vice President Finance | 2003 | 242,215 | 93,447 | 0 | 93,447 | 0 | 15,000 | 164,400 | 1,065 | ||||||||||||||||||||||||||||||||||||
and Chief Financial | 2002 | 240,000 | 28,800 | (2) | 0 | 28,800 | 0 | 15,000 | 0 | 3,231 | |||||||||||||||||||||||||||||||||||
Officer | |||||||||||||||||||||||||||||||||||||||||||||
Richard J. Hipple | 2004 | 239,135 | 190,766 | 0 | 190,766 | 0 | 9,000 | 80,040 | 16,000 | ||||||||||||||||||||||||||||||||||||
President, Alloy Products | 2003 | 232,123 | 59,573 | 0 | 59,573 | 0 | 8,000 | 62,790 | 12,000 | ||||||||||||||||||||||||||||||||||||
Brush Wellman Inc. | 2002 | 217,885 | 7,590 | (2) | 0 | 7,590 | 0 | 3,500 | 0 | 11,643 |
(1) | The column entitled “Other Annual Compensation” to this table has been omitted because no compensation was reportable thereunder. |
(2) | Salary and Bonus for 2004, 2003 and 2002 includes compensation the executive elected to replace with options to purchase property other than Brush Engineered Materials securities under the Company’s Key Employee Share Option Plan as follows: Mr. Harnett $79,066, $26,232 and $23,100; Mr. Skoch $20,427, $5,481 and $13,694; Mr. Grampa $0, $0 and $20,000 and Mr. Hipple $0, $0 and $8,577. |
(3) | The annual performance compensation plan provides for single-sum cash payments that are based on achieving pre-established financial objectives and other qualitative performance factors. For 2004, the amounts for the annual performance plan under the Annual Incentive column for the Bonus category for Mr. Harnett were $738,524, Mr. Skoch $255,293, Mr. Grampa $237,476 and Mr. Hipple $190,766. See Compensation Committee Report on Executive Compensation on page 13 under the category of “Annual Performance Compensation.” |
(4) | In 2002, the Company discontinued its Supplemental Retirement Benefit Plan for Mr. Harnett and Mr. Skoch in exchange for amounts paid in settlement of the Company’s obligation. In 2004, the Company discontinued its Supplemental Retirement Benefit Plan for Mr. Grampa in exchange for amounts paid in settlement of the Company’s obligation. In 2004, in lieu of a supplemental plan and in order to retain a competitive position in the marketplace, the Committee exercised its discretion to authorize a special award included under the Special Award column for the Bonus category for 2004 for Mr. Harnett of $597,425, Mr. Skoch $85,531 and Mr. Grampa $41,195. See Compensation Committee Report on Executive Compensation on pages 14 and 15 under the category of “Special Award.” |
(5) | 2,000 shares of Special Restricted Stock were awarded to Mr. Grampa on February 2, 2004 and 2,000 shares were awarded to Mr. Skoch on December 7, 2004. Shares are subject to forfeiture if these executives are not continuously employed in their current capacities for a three-year period from the date of grant. |
(6) | Payout in 2004 was a cash award based on a two-year performance period measured by improvement in the corporation’s operating profit from January 1, 2003 through December 31, 2004. See Compensation Committee Report on Executive Compensation on page 14 under the category of “Long-term Incentives.” |
(7) | Except as noted in (2), amounts in All Other Compensation consist of Company matching contributions to the Brush Engineered Materials Inc. Savings and Investment Plan. |
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Number of | Number of Securities | Value of Unexercised | ||||||||||||||
Shares | Underlying Unexercised | In-the-Money Options | ||||||||||||||
Acquired | Value | Options at December 31, 2004 | at December 31, 2004, | |||||||||||||
Name | on Exercise | Realized | Exercisable/Unexercisable | Exercisable/Unexercisable | ||||||||||||
Gordon D. Harnett | 30,000 | $ | 121,530 | 307,500/0 | $ | 915,080/0 | ||||||||||
Daniel A. Skoch | 10,000 | $ | 30,000 | 102,000/0 | $ | 383,035/0 | ||||||||||
John D. Grampa | — | — | 72,000/0 | $ | 361,288/0 | |||||||||||
Richard J. Hipple | — | — | 14,300/6,200 | $ | 67,600/71,050 |
Individual Grants | Potential Realizable | |||||||||||||||||||||||
Value at Assumed | ||||||||||||||||||||||||
Number of | Percent of | Annual Rates of Stock | ||||||||||||||||||||||
Securities | Total Options | Exercise | Price Appreciation for | |||||||||||||||||||||
Underlying | Granted to | or Base | Option Term | |||||||||||||||||||||
Options | Employees in | Price | Expiration | |||||||||||||||||||||
Name | Granted | Fiscal Year | ($/Sh) | Date | 5% | 10% | ||||||||||||||||||
Gordon D. Harnett | 35,000 | 15.58 | $ | 17.075 | 2/3/14 | $ | 375,843 | $ | 952,460 | |||||||||||||||
Daniel A. Skoch | 15,000 | 6.68 | $ | 17.075 | 2/3/14 | $ | 161,076 | $ | 408,197 | |||||||||||||||
John D. Grampa | 15,000 | 6.68 | $ | 17.075 | 2/3/14 | $ | 161,076 | $ | 408,197 | |||||||||||||||
Richard J. Hipple | 9,000 | 4.01 | $ | 17.075 | 2/3/14 | $ | 96,645 | $ | 244,918 |
Number of Securities | ||||||||||||
Weighted-Average | Remaining Available for | |||||||||||
Number of Securities to be | Exercise | Future Issuance Under | ||||||||||
Issued Upon Exercise of | Price of Outstanding | Equity Compensation Plans | ||||||||||
Outstanding Options, | Options, Warrants and | (Excluding Securities | ||||||||||
Warrants and Rights | Rights | Reflected in Column (a)) | ||||||||||
Plan Category | (a) | (b) | (c) | |||||||||
Equity Compensation Plans Approved by Security Holders | 1,467,710 | $ | 16.19 | 245,566 | ||||||||
Equity Compensation Plans Not Approved by Security Holders | 0 | 0 | 0 | |||||||||
Total | 1,467,710 | $ | 16.19 | 245,566 | ||||||||
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• | the calculation used for estimating an equivalent to the pension plan uses the same benefit formula as for any other salaried employee and included only income above the statutory compensation limit, taking into account in the case of the Chief Executive Officer all service for which credit would have been recognized under the former supplemental plan |
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• | the payment is fully taxable as ordinary income to the recipient | |
• | no part of the special award is for deferred compensation | |
• | there are no guarantees on the assumed rate of returns to the individual once the special award has been paid | |
• | the Company no longer accrues a future benefit on its balance sheet |
William P. Madar (Chairman) Albert C. Bersticker Joseph P. Keithley | William B. Lawrence William G. Pryor N. Mohan Reddy, Ph.D. | William R. Robertson John Sherwin, Jr. |
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![(PERFORMANCE GRAPH)](https://capedge.com/proxy/DEF 14A/0000950152-05-002194/l10883al1088300.gif)
1999 | 2000 | 2001 | 2002 | 2003 | 2004 | |||||||||||||||||||
Brush Engineered Materials | $ | 100 | $ | 123 | $ | 90 | $ | 35 | $ | 97 | $ | 117 | ||||||||||||
S&P Small-Cap 600 | $ | 100 | $ | 112 | $ | 119 | $ | 102 | $ | 141 | $ | 173 | ||||||||||||
Russell 2000 | $ | 100 | $ | 97 | $ | 99 | $ | 79 | $ | 116 | $ | 138 |
(1) | Assumes that the value of Brush Engineered Materials common stock and each index was $100 on December 31, 1999 and that all applicable dividends were reinvested. |
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Years of Service from June 1, 2005 to Age 65 | ||||||||||||||||
Annual Pay | 5 Years | 10 Years | 15 Years | |||||||||||||
$ | 205,000 | $ | 10,250 | $ | 20,500 | $ | 30,750 | |||||||||
210,000 | 10,500 | 21,000 | 31,500 |
Years of Service at Age 65 | |||||||||||||
Annual Pay | |||||||||||||
at Age 65 | 10 Years | 20 Years | 30 Years | ||||||||||
$205,000 | |||||||||||||
Prior Formula | $ | 26,157 | $ | 52,314 | $ | 78,471 | |||||||
New Formula | 20,500 | 41,000 | 61,500 | ||||||||||
$210,000 | |||||||||||||
Prior Formula | $ | 26,871 | $ | 53,743 | $ | 80,614 | |||||||
New Formula | 21,000 | 42,000 | 63,000 |
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William R. Robertson (Chairman) | |
William B. Lawrence | |
N. Mohan Reddy, Ph.D. | |
John Sherwin, Jr. |
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2004 | 2003 | |||||||
Audit Fees | $ | 1,256,400 | $ | 573,300 | ||||
Audit-Related Fees | 89,550 | 74,300 | ||||||
Tax Fees | 103,200 | 90,235 | ||||||
All Other Fees | 0 | 284,300 | ||||||
Total | $ | 1,449,150 | $ | 1,022,135 | ||||
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By order of the Board of Directors, Brush Engineered Materials Inc. Michael C. Hasychak Secretary |
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PROXY | PROXY |
BRUSH ENGINEERED MATERIALS INC.
Solicited on Behalf of the Board of Directors
The undersigned appoints Gordon D. Harnett, or if he is unable or unwilling to act, then Michael C. Hasychak, with full power of substitution, to vote and act for and in the name of the undersigned as fully as the undersigned could vote and act if personally present at the annual meeting of shareholders of Brush Engineered Materials Inc. to be held on May 3, 2005 and at any adjournment or postponement thereof:
The Board of Directors recommends a vote “FOR” all nominees in Proposal 1. |
The shares represented by this proxy will be voted as directed or, if directions are not indicated, will be voted “FOR” the election of directors.
(Comments/Change of Address) | |
(If you have written in the above space, please mark the corresponding box on the reverse side.) |
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For | Withhold | For All | Discretionary | Authority | ||||||||||||||||||
All | All | Except | Granted | Withheld | ||||||||||||||||||
1. Election of the following Directors: Albert C. Bersticker William G. Pryor N. Mohan Reddy, Ph.D. | o | o | o | 2. In accordance with his judgment upon any other matter properly presented. | o | o | ||||||||||||||||
The Board of Directors unanimously recommends a vote FOR ALL the above nominees. | Comments/ Change of Address | o | ||||||||||||||||||||
Nominee Exception |
Date: ___________________ , 2005 | |
Signature | |
Signature | |
Title | |
NOTE: Please sign exactly as the name appears hereon. When signing as attorney, executor, administrator, trustee or guardian, please add your title as such. |
........................................................................................................................................................................................................................................................................
FOLD AND DETACH HERE IF YOU ARE RETURNING YOUR VOTED PROXY BY MAIL
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CONFIDENTIAL VOTING INSTRUCTIONS
To Fidelity Management Trust Company, Trustee Under the Brush Engineered Materials Inc.
Pursuant to section 6.8 of the Brush Engineered Materials Inc. Savings and Investment Plan, the undersigned, as a participant in the Plan, hereby directs the Trustee to vote (in person or by proxy) all shares of Common Stock of Brush Engineered Materials Inc. credited to the undersigned’s PAYSOP Contribution Account under the Plan on the record date for the annual meeting of shareholders of Brush Engineered Materials Inc. to be held on May 3, 2005 and at any adjournment or postponement thereof, on the following matters as checked below.
The Board of Directors recommends a vote “FOR” all nominees in Proposal 1. |
This confidential voting instructions card will be seen only by authorized personnel of the Trustee. The shares represented by this card will be voted as directed, or if directions are not indicated but this card is executed and returned, will be voted “FOR” the election of directors.
(Comments/Change of Address) | |
(If you have written in the above space, please mark the corresponding box on the reverse side.) |
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For | Withhold | For All | Discretionary | Authority | ||||||||||||||||||
All | All | Except | Granted | Withheld | ||||||||||||||||||
1. Election of the following Directors: Albert C. Bersticker William G. Pryor N. Mohan Reddy, Ph.D. | o | o | o | 2. In accordance with his judgment upon any other matter properly presented. | o | o | ||||||||||||||||
The Board of Directors unanimously recommends a vote FOR ALL the above nominees. | Comments/ Change of Address | o | ||||||||||||||||||||
Nominee Exception |
Date: ___________________ , 2005 | |
Signature | |
Signature | |
Title | |
NOTE: Please sign exactly as the name appears hereon. When signing as attorney, executor, administrator, trustee or guardian, please add your title as such. |
........................................................................................................................................................................................................................................................................
FOLD AND DETACH HERE IF YOU ARE RETURNING YOUR VOTED PROXY BY MAIL
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CONFIDENTIAL VOTING INSTRUCTIONS
To Fidelity Management Trust Company, Trustee Under the Brush Engineered Materials Inc.
Pursuant to section 6.8 of the Brush Engineered Materials Inc. Savings and Investment Plan, the undersigned, as a participant in the Plan, hereby directs the Trustee to vote (in person or by proxy) all shares of Common Stock of Brush Engineered Materials Inc. credited to the undersigned’s account (other than shares credited under the PAYSOP Contribution Account) under the Plan on the record date for the annual meeting of shareholders of Brush Engineered Materials Inc. to be held on May 3, 2005 and at any adjournment or postponement thereof, on the following matters as checked below.
The Board of Directors recommends a vote “FOR” all nominees in Proposal 1. |
This confidential voting instructions card will be seen only by authorized personnel of the Trustee. The shares represented by this card will be voted as directed, or if directions are not indicated but this card is executed and returned, will be voted “FOR” the election of directors.
(Comments/Change of Address) | |
(If you have written in the above space, please mark the corresponding box on the reverse side.) |
Table of Contents
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For | Withhold | For All | Discretionary | Authority | ||||||||||||||||||
All | All | Except | Granted | Withheld | ||||||||||||||||||
1. Election of the following Directors: Albert C. Bersticker William G. Pryor N. Mohan Reddy, Ph.D. | o | o | o | 2. In accordance with his judgment upon any other matter properly presented. | o | o | ||||||||||||||||
The Board of Directors unanimously recommends a vote FOR ALL the above nominees. | Comments/ Change of Address | o | ||||||||||||||||||||
Nominee Exception |
Date: ___________________ , 2005 | |
Signature | |
Signature | |
Title | |
NOTE: Please sign exactly as the name appears hereon. When signing as attorney, executor, administrator, trustee or guardian, please add your title as such. |
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FOLD AND DETACH HERE IF YOU ARE RETURNING YOUR VOTED PROXY BY MAIL