UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant o
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)) | ||
þ | Definitive Proxy Statement | |
o | Definitive Additional Materials | |
o | Soliciting Material Pursuant to §240.14a-12 |
SYMBOL TECHNOLOGIES, INC.
(Name of Registrant as Specified in Its Charter)
Payment of filing fee (Check the appropriate box): | ||||||||
o | No fee required | |||||||
o | ||||||||
o | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. | |||||||
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(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 | |||||||
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![(PERFORMANCE GRAPH)](https://capedge.com/proxy/DEF 14A/0000950123-05-004310/y07650y0765000.gif)
Proposal 1. | The election of six directors to the Board of Directors of Symbol; | |
Proposal 2. | The ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2005; and | |
Proposal 3. | The transaction of any other business that is properly brought before the meeting or any adjournments or postponements thereof. |
By Order of the Board of Directors, | ||||
![]() | ||||
PETER M. LIEB | ||||
Secretary | ||||
Holtsville, New York
Who is entitled to vote? |
How do I vote? |
• | You may indicate your vote on the enclosed proxy card, sign and date the card and return the card in the enclosed prepaid envelope; | |
• | You may vote by telephone by calling the toll free number that appears on the enclosed proxy card and following the instructions given; | |
• | You may vote via the Internet. Internet voting instructions are provided on the enclosed proxy card; or | |
• | You may attend the meeting and vote in person. |
What do I need to know in order to attend the 2005 Annual Meeting? |
What can I vote on? |
• | The election of six directors to the Board of Directors of Symbol to serve for a term of one year; | |
• | The ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2005; and | |
• | The transaction of any other business that is properly brought before the meeting or any adjournments or postponements thereof. |
How does the Board recommend I vote on the proposals? |
• | FOR each of the nominees for the Board of Directors; and | |
• | FOR the ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2005. |
May I change my vote? |
How many votes are required to hold a meeting? |
How many votes are required to pass a proposal? |
How will voting on any other business be conducted? |
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Who receives proxy materials? |
May I inspect the Stockholder list? |
Who bears the costs of soliciting proxies? |
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How can I contact Symbol to request materials or information referred to in these questions and answers? |
• | By mail addressed to: |
Symbol Technologies, Inc. |
• | By calling (631) 738-4104; or | |
• | By visiting our website athttp://www.symbol.com/investorsand clicking on “Info Request” and filling out the request form. |
Stockholder Proposals and Nominations |
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Amount and Nature of | % of Common | ||||||||
Name of Individual or Identity of Group | Beneficial Ownership(1) | Stock(2) | |||||||
FMR Corp. | 32,220,852 | (3) | 13.390 | % | |||||
82 Devonshire Street | |||||||||
Boston, Massachusetts 02109 | |||||||||
William R. Nuti | 717,500 | (4) | * | ||||||
Todd A. Abbott | 260,500 | (5) | * | ||||||
Mark T. Greenquist | 239,500 | (6) | * | ||||||
John G. Bruno | 224,500 | (7) | * | ||||||
Todd G. Hewlin | 213,000 | (8) | * | ||||||
Salvatore Iannuzzi | 60,000 | (9) | * | ||||||
Robert J. Chrenc | 55,000 | (10) | * | ||||||
Melvin Yellin | 55,000 | (11) | * | ||||||
Edward R. Kozel | 50,000 | (12) | * | ||||||
George Samenuk | 50,000 | (13) | * | ||||||
All current executive officers and directors as a group (consisting of 13 individuals) | 2,244,750 | (14) | * |
* | Less than 1%. |
(1) | The amounts shown are the number of shares of the Common Stock owned beneficially (as determined in accordance with Rule 13d-3(d)(1) of the Securities Exchange Act of 1934, as amended (“Exchange Act”)) as of February 15, 2005 (except for FMR Corp., where the amounts are as of December 31, 2004, as reported in FMR Corp.’s on Schedule 13G filed on February 14, 2005). The persons identified in this table have sole voting and investment power over the shares of the Common Stock stated above, except as stated otherwise in these footnotes. This chart was prepared from information the directors and executive officers have given to us and from publicly available documents filed or furnished to the SEC. | |
(2) | The percentages shown represent the percentages beneficially owned of the outstanding Common Stock as of February 15, 2005, except for FMR Corp., where the amounts are as of December 31, 2004. | |
(3) | All information regarding FMR Corp. and its affiliates is based on information disclosed in a Schedule 13G/ A filed by FMR Corp., Edward C. Johnson 3rd and Abigail P. Johnson on February 14, 2005 (“FMR Schedule 13G/ A”), which is the most recent filing by FMR Corp. on Schedule 13G. According to the FMR Schedule 13G/ A, Fidelity Management & Research Company, a wholly-owned subsidiary of FMR Corp., is the beneficial owner of 26,226,766 shares and the sole power to vote or direct the vote of these 26,226,766 shares resides with Edward C. Johnson 3d, FMR Corp. and the Boards of Trustees of the various Fidelity funds. Fidelity Management Trust Company, a wholly-owned subsidiary of FMR Corp., is the beneficial owner of 5,184,025 shares and the sole dispositive power and the sole power to vote or direct the vote of these 5,184,025 shares resides with Edward C. Johnson 3d and FMR Corp. Through Strategic Advisers, Inc., a wholly-owned subsidiary of FMR Corp., FMR owns 1,861 shares of Symbol. Fidelity International Limited (“FIL”) is the beneficial owner of 808,200 shares of Symbol. FMR Corp. and FIL are of the view that they are not acting as a “group” for purposes of Section 13(d) under the Exchange Act and that they are not otherwise required to attribute to each other the “beneficial ownership” of securities “beneficially owned” by the other entity within the meaning of Rule 13d-3 promulgated under the Exchange Act. Therefore, they are of the view that the shares held by the other entity need not be aggregated for purposes of Section 13(d). |
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(4) | This number includes 522,500 shares that may be acquired upon the exercise of options within 60 days of February 15, 2005 and 195,000 restricted shares owned by Mr. Nuti. | |
(5) | This number includes 140,500 shares that may be acquired upon the exercise of options within 60 days of February 15, 2005 and 120,000 restricted shares owned by Mr. Abbott. | |
(6) | This number includes 167,500 shares that may be acquired upon the exercise of options within 60 days of February 15, 2005 and 72,000 restricted shares owned by Mr. Greenquist. | |
(7) | This number includes 119,500 shares that may be acquired upon the exercise of options within 60 days of February 15, 2005 and 105,000 restricted shares owned by Mr. Bruno. | |
(8) | This number includes 108,000 shares that may be acquired upon the exercise of options within 60 days of February 15, 2005 and 105,000 restricted shares owned by Mr. Hewlin. | |
(9) | This number includes 50,000 shares that may be acquired upon the exercise of options within 60 days of February 15, 2005 by Mr. Iannuzzi. |
(10) | This number includes 50,000 shares that may be acquired upon the exercise of options within 60 days of February 15, 2005 by Mr. Chrenc. |
(11) | This number includes 50,000 shares that may be acquired upon the exercise of options within 60 days of February 15, 2005 by Mr. Yellin. |
(12) | This number includes 50,000 shares that may be acquired upon the exercise of options within 60 days of February 15, 2005 by Mr. Kozel. |
(13) | This number includes 50,000 shares that may be acquired upon the exercise of options within 60 days of February 15, 2005 by Mr. Samenuk. |
(14) | This number includes 1,483,750 shares that may be acquired upon the exercise of options within 60 days of February 15, 2005 and 741,000 restricted shares. |
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Who are the current members of the Board of Directors? |
Nominating and | ||||||||||||
Corporate | ||||||||||||
Audit | Compensation | Governance | ||||||||||
Committee | Committee | Committee | ||||||||||
Robert Chrenc, Chairman | † | * | † | |||||||||
Salvatore Iannuzzi | ||||||||||||
Edward Kozel | ‡ | * | ||||||||||
William R. Nuti | ||||||||||||
George Samenuk | * | |||||||||||
Melvin A. Yellin | ‡ | † | * |
* | Member. |
† | Chair. |
‡ | Messrs. Kozel and Yellin were appointed to the Audit Committee on April 5, 2005 to serve with the other independent members of the Board of Directors until such time as additional independent members of the Board are elected and appointed to the Audit Committee. |
What are the Board’s committees and what are their roles? |
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Who is the Board’s chair? |
How does the Board select nominees for the Board? |
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• | the prospective nominee’s personal and professional integrity, ethics and values; | |
• | the prospective nominee’s experience in corporate management, such as serving as an officer or former officer of a publicly held company; | |
• | the prospective nominee’s experience in Symbol’s industry and with relevant social policy concerns; | |
• | the prospective nominee’s experience as a board member of another publicly held company; | |
• | the nature of and time involved in a prospective nominee’s service on other boards and/or committees; | |
• | the prospective nominee’s academic expertise in an area of Symbol’s operations; and | |
• | the extent of the prospective nominee’s practical and mature business judgment. |
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How does the Board determine which directors are considered independent? |
How often did the Board meet during fiscal 2004? |
How are directors compensated? |
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How do Stockholders communicate with the Board? |
Does the Company have a Code of Ethics? |
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2004 Compensation Committee Review |
• | Developed and implemented the 2004 Equity Incentive Award Plan; | |
• | Developed and implemented the Senior Executive Bonus Plan; | |
• | Developed and implemented the 2004 Long Term Incentive Plan (which consists of performance-accelerated restricted stock awards granted to certain employees under the 2004 Equity Incentive Award Plan); | |
• | Completed an independent study of executive compensation as an initial step in the on-going review of executive compensation; | |
• | Approved a new employment agreement for William Nuti, Symbol’s current Chief Executive Officer, and a separation agreement for Richard Bravman, Symbol’s former Chief Executive Officer; | |
• | Oversaw the restructuring of compensation for the board of directors; | |
• | Adopted a new Compensation Committee Charter; and | |
• | Oversaw and approved Symbol’s global stock option award program. |
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Compensation Philosophy |
• | Annual compensation, which includes base salary intended to provide a stable annual salary at a level consistent with individual contributions, and annual performance bonuses intended to link officers’ compensation to the Company’s performance as well as the performance of the individual executive officer; | |
• | Long-term compensation, which includes stock options, restricted stock awards and other equity-based compensation intended to encourage actions to maximize Stockholder value; and | |
• | Executive benefits, provided to select participants and designed to provide benefits commensurate with the executive benefits programs generally provided at companies that are of similar size to the Company as well as those providing similar services and products to similar markets and customers. |
Base Salary |
Annual Incentive |
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Long-Term Compensation |
Equity-Based Compensation |
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Non-Qualified Deferred Compensation |
Stock Ownership Guidelines |
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Equity Interest | Share Ownership | |||||||
Position | Requirement | Requirement | ||||||
Chairman of the Board | 7 times base salary | 5 times base salary | ||||||
plus target bonus | ||||||||
CEO/ COO | 5 times base salary | 3 times base salary | ||||||
plus target bonus | ||||||||
Executive/ Senior Vice President | 3 times base salary | 2 times base salary | ||||||
plus target bonus | ||||||||
Vice President | 2 times base salary | 1 times base salary | ||||||
plus target bonus |
Compensation of the Chief Executive Officer |
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Internal Revenue Code Section 162(m) |
Conclusion |
Melvin A. Yellin, Chairman | |
Salvatore Iannuzzi(†) | |
Edward R. Kozel |
Compensation Committee Interlocks and Insider Participation |
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Annual Compensation | Long-Term Compensation | ||||||||||||||||||||||||||||
Restricted | Securities | All Other | |||||||||||||||||||||||||||
Salary | Bonus | Other Annual | Stock Awards | Underlying | Compensation | ||||||||||||||||||||||||
Name and Principal Position | Year | ($) | ($) | Compensation | ($)(a) | Options (#) | ($)(b) | ||||||||||||||||||||||
William R. Nuti | 2004 | 1,000,002 | 1,131,252 | 75,003 | (c) | — | 200,000 | 6,150 | |||||||||||||||||||||
President and Chief | 2003 | 600,018 | 450,013 | — | 250,000 | 6,000 | |||||||||||||||||||||||
Executive Officer | 2002 | 242,315 | — | 2,992,000 | (d) | 800,000 | — | ||||||||||||||||||||||
Todd A. Abbott | 2004 | 394,624 | 421,754 | 28,475 | (e) | — | 80,000 | 3,942 | |||||||||||||||||||||
Senior Vice President — | 2003 | 362,237 | 271,678 | 321,728 | (f) | — | 50,000 | — | |||||||||||||||||||||
Worldwide Operations | 2002 | 48,462 | 48,462 | — | 300,000 | — | |||||||||||||||||||||||
Mark T. Greenquist | 2004 | 465,005 | 225,237 | 21,328 | (g) | — | 75,000 | 6,000 | |||||||||||||||||||||
Senior Vice President — | 2003 | 363,849 | 136,443 | 7,415 | (h) | — | 400,000 | 6,000 | |||||||||||||||||||||
Chief Financial Officer | |||||||||||||||||||||||||||||
John G. Bruno | 2004 | 382,128 | 180,317 | 94,618 | (i) | — | 85,000 | 4,100 | |||||||||||||||||||||
Senior Vice President — | 2003 | 350,022 | 296,492 | (j) | 123,688 | (k) | — | 75,000 | 4,486 | ||||||||||||||||||||
Corporate Development | 2002 | 40,387 | — | — | — | 200,000 | — | ||||||||||||||||||||||
Todd G. Hewlin | 2004 | 385,029 | 212,969 | 31,010 | (l) | — | 80,000 | 6,150 | |||||||||||||||||||||
Senior Vice President — | 2003 | 209,136 | 156,484 | (m) | 371,125 | (n) | — | 400,000 | 6,000 | ||||||||||||||||||||
Global Products Group |
(a) | Excludes the award of performance-based shares of restricted stock pursuant to the 2004 Equity Plan, which is reported separately in the table titled“Long-Term Incentive Plan — Awards in Last Fiscal Year,”below. | |
(b) | Represents matching contributions made to Symbol’s 401(k) plan. | |
(c) | Other annual compensation with respect to Mr. Nuti in 2004 includes (i) $43,610 for legal fees paid on his behalf in connection with the negotiation of his employment agreement and related matters; (ii) $4,637 for the personal use of an aircraft in which Symbol has purchased a fractional ownership interest (valued in accordance with Internal Revenue Code Section 61 and Treasury Regulation Section 1.61-21); (iii) $13,125 for an automobile allowance; and (iv) $13,631 for travel and related expenses of Mr. Nuti’s spouse in connection with Symbol’s annual sales incentive and executive leadership meeting. | |
(d) | In connection with his hiring in July 2002, Mr. Nuti received a grant of 400,000 fully-vested shares of Common Stock which had a closing market value on the date of grant equal to $2,992,000. Dividends were paid with respect to such shares to the extent dividends were otherwise paid with respect to shares of Common Stock. As of the date of grant, these shares of Common Stock were deemed to be “restricted securities” as the term is defined in Rule 144 promulgated pursuant to the Securities Act of 1933, as amended, and accordingly, Mr. Nuti’s ability to resell these shares was restricted by applicable federal securities laws. In connection with his employment agreement with Symbol, Mr. Nuti agreed not to resell or otherwise transfer these shares prior to August 1, 2004. On December 30, 2004, in accordance with a Rule 10b5-1 trading plan adopted by Mr. Nuti on August 31, 2004, Mr. Nuti sold all of these restricted shares at a selling price of $16.45 per share. As of December 30, 2004, the aggregate value of these shares was $6,580,000. | |
(e) | Other annual compensation with respect to Mr. Abbott in 2004 includes (i) $16,522 for an automobile allowance; and (ii) $11,953 for travel and related expenses of Mr. Abbott’s spouse in connection with Symbol’s annual sales incentive and executive leadership meeting. |
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(f) | Represents relocation expenses paid by Symbol in connection with Mr. Abbott’s relocation to the Long Island, New York region. | |
(g) | Other annual compensation with respect to Mr. Greenquist in 2004 includes (i) $14,278 for an automobile allowance; and (ii) $7,050 for travel and related expenses of Mr. Greenquist’s spouse in connection with Symbol’s annual sales incentive and executive leadership meeting. | |
(h) | Represents relocation expenses paid by Symbol in connection with Mr. Greenquist’s relocation to the Long Island, New York region. | |
(i) | Other annual compensation with respect to Mr. Bruno in 2004 includes (i) $60,579 in relocation expenses paid by Symbol; (ii) $16,673 for an automobile allowance; and (ii) $17,366 for travel and related expenses of Mr. Bruno’s spouse in connection with Symbol’s annual sales incentive and executive leadership meeting. | |
(j) | Includes $105,234 received as a signing bonus. | |
(k) | Includes $123,688 in relocation expenses paid by Symbol. | |
(l) | Other annual compensation with respect to Mr. Hewlin in 2004 includes (i) $13,555 for an automobile allowance; and (ii) $17,455 for travel and related expenses of Mr. Hewlin’s spouse in connection with Symbol’s annual sales incentive and executive leadership meeting. | |
(m) | Includes $78,058 received as a signing bonus. | |
(n) | Represents relocation expenses paid by Symbol in connection with Mr. Hewlin’s relocation to the Long Island, New York region. |
Individual Grants | Potential Realizable Value | |||||||||||||||||||||||
at Assumed Annual Rates | ||||||||||||||||||||||||
Number of | % of Total | of Stock Price | ||||||||||||||||||||||
Securities | Options | Appreciation for Option | ||||||||||||||||||||||
Underlying | Granted to | Exercise | Term ($)(a) | |||||||||||||||||||||
Options | Employees in | Price | Expiration | |||||||||||||||||||||
Name | Granted(b) | Fiscal Year | ($/Share) | Date | 5% | 10% | ||||||||||||||||||
William R. Nuti | 200,000 | 2.74 | 16.89 | 02/8/14 | 2,124,406 | 5,383,662 | ||||||||||||||||||
Todd A. Abbott | 80,000 | 1.10 | 16.89 | 02/8/14 | 849,762 | 2,153,465 | ||||||||||||||||||
Mark T. Greenquist | 50,000 | 0.68 | 16.89 | 02/8/14 | 531,102 | 1,345,916 | ||||||||||||||||||
25,000 | 0.34 | 18.40 | 01/6/14 | 289,292 | 733,122 | |||||||||||||||||||
John G. Bruno | 75,000 | 1.03 | 16.89 | 02/8/14 | 796,652 | 2,018,873 | ||||||||||||||||||
10,000 | 0.14 | 18.40 | 01/6/14 | 115,717 | 293,249 | |||||||||||||||||||
Todd G. Hewlin | 80,000 | 1.10 | 16.89 | 02/8/14 | 849,762 | 2,153,465 |
(a) | Potential realizable value is net of exercise price, but before deduction of taxes associated with exercise. A 0% gain in stock price will result in zero dollars for the optionee. The dollar amounts indicated in these columns are the result of calculations assuming growth rates required by the SEC. These growth rates are not intended to forecast future appreciation, if any, in the price of our Common Stock. |
(b) | Subject to the optionee’s continued employment with us, each option will become vested and exerciseable with respect to (i) 10% shares covered thereby on the first anniversary of the date of grant and (ii) an additional 15% of the shares covered thereby on each six month anniversary thereafter (until the option becomes fully vested and exercisable with respect to all shares covered thereby on the fourth anniversary of the date of grant). |
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Number of Securities | Value of Unexercised | |||||||||||||||||||||||
Number of | Underlying Unexercised | In-The-Money Options Held | ||||||||||||||||||||||
Shares | Options Held at | at December 31, 2004 | ||||||||||||||||||||||
Acquired on | December 31, 2004 | ($)(a) | ||||||||||||||||||||||
Exercise in | Value | |||||||||||||||||||||||
2004 | Realized | Exercisable | Unexercisable | Exercisable | Unexercisable | |||||||||||||||||||
William R. Nuti | — | — | 382,500 | 867,500 | 2,749,000 | 4,513,000 | ||||||||||||||||||
Todd A. Abbott | — | — | 132,500 | 297,500 | 962,600 | 1,538,200 | ||||||||||||||||||
Mark T. Greenquist | — | — | 100,000 | 375,000 | 705,000 | 2,135,500 | ||||||||||||||||||
John G. Bruno | — | — | 102,500 | 257,500 | 793,000 | 1,281,750 | ||||||||||||||||||
Todd G. Hewlin | — | — | 100,000 | 380,000 | 328,000 | 1,016,800 |
(a) | Options were “in-the-money” as of December 31, 2004 if the market value of the Common Stock on that date exceeded the exercise price of the options. The amounts set forth represent the difference between the closing price of the Common Stock on the New York Stock Exchange on December 31, 2004 ($17.30) and the exercise price payable for those shares. |
Performance or | ||||||||||||
Number of Shares, | Other Period Until | |||||||||||
Units or Other | Maturation or | Value of Award on | ||||||||||
Name | Rights (#)(a) | Payout(b) | date of Grant ($)(c) | |||||||||
William R. Nuti | 195,000 | May 13, 2009 | 2,731,950 | |||||||||
Todd A. Abbott | 120,000 | May 13, 2009 | 1,681,200 | |||||||||
Mark T. Greenquist | 72,000 | May 13, 2009 | 1,008,720 | |||||||||
John G. Bruno | 105,000 | May 13, 2009 | 1,471,050 | |||||||||
Todd G. Hewlin | 105,000 | May 13, 2009 | 1,471,050 |
(a) | These performance-based restricted stock awards were awarded on May 13, 2004 to the executive officers listed above under Symbol’s 2004 Equity Incentive Award Plan. Such shares of restricted stock are subject to forfeiture if the executive ceases to be an employee of Symbol prior to the date the restricted stock award vests and are subject to transfer restrictions prior to vesting. |
(b) | The vesting of such restricted stock awards may be accelerated if Symbol attains specified “return on net asset” targets over a period of four consecutive fiscal quarters (provided that even if the specified return on net asset targets are attained, a portion of the restricted stock awards may not become vested until the first, second, third or fourth anniversary of the award date, respectively). To the extent not vested already, the restricted stock award will completely vest on the fifth anniversary of the grant date. As of December 31, 2004, no portion of the restricted stock awards had become vested. Restricted Stockholders are eligible to receive any dividends payable with respect to their shares of restricted stock, but any stock dividends will be deemed to be shares of restricted stock subject to the vesting provisions described above. | |
(c) | The figures set forth in the table represent the dollar value of these restricted stock awards based on the closing market price of Symbol’s Common Stock of $14.01 on May 13, 2004. |
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• | the payment to Mr. Razmilovic of $5 million in March 2002; | |
• | the payment to Mr. Razmilovic of $2 million in May 2003; and | |
• | the termination and cancellation of 1,818,750 outstanding stock options previously granted to Mr. Razmilovic. |
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Years of Service | ||||||||||||
3-Year Average Annual Compensation | 5 | 10 | 15 | |||||||||
$ 400,000 | $ | 100,000 | $ | 200,000 | $ | 200,000 | ||||||
800,000 | 200,000 | 400,000 | 400,000 | |||||||||
1,200,000 | 300,000 | 600,000 | 600,000 | |||||||||
1,600,000 | 400,000 | 800,000 | 800,000 | |||||||||
2,000,000 | 500,000 | 1,000,000 | 1,000,000 | |||||||||
2,400,000 | 600,000 | 1,200,000 | 1,200,000 |
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(C) | |||||||||||||||||||||||||
(B) | Number of Securities | ||||||||||||||||||||||||
(A) | Weighted-Average | Remaining Available for Future | |||||||||||||||||||||||
Number of Securities to Be | Exercise Price of | Issuance Under Equity | |||||||||||||||||||||||
Issued Upon Exercise of | Outstanding | Compensation Plans | |||||||||||||||||||||||
Outstanding Options, Warrants | Options, Warrants | (Excluding Securities Reflected | |||||||||||||||||||||||
and Rights | and Rights | in Column (A)) | |||||||||||||||||||||||
Plan Category | 12/31/04 | 3/28/05 | 12/31/04 | 3/28/05 | 12/31/04 | 3/28/05 | |||||||||||||||||||
Equity compensation plans approved by security holders(a) | 10,188,235 | 16,008,368 | $ | 13.78 | $ | 15.19 | 18,031,898 | (d) | 12,504,435 | (e) | |||||||||||||||
Equity compensation Plans not approved by security holders(b) | 15,513,722 | 14,579,362 | $ | 15.43 | $ | 15.56 | 0 | 0 | |||||||||||||||||
Total(*) | 26,360,935 | (c) | 30,849,458 | (c) | $ | 14.84 | $ | 15.44 | 18,031,898 | 12,504,435 |
* | These amounts include stock options that Symbol assumed under the 1990 Employee and 1990 Non-Employee Stock Option plans of Telxon Corporation, pursuant to which such stock options are exercisable for 658,978 and 261,728 shares of Common Stock effective December 31, 2004 and March 28, 2005, respectively. These options have a weighted average exercise price of $17.46 and $23.95 per share as of December 31, 2004 and March 28, 2005, respectively. No awards have been made under these plans since their assumption by Symbol. |
(a) | Approved Plans: 1991 Employee Stock Plan, 1994 Directors’ Stock Option Plan, 1997 Employee Stock Option Plan, 1997 Employee Stock Purchase Plan, 2000 Directors’ Stock Option Plan, the 2002 Directors’ Stock Option Plan and the 2004 Equity Incentive Award Plan. | |
(b) | Non-Approved Plans: 1990 Non-Executive Stock Option Plan and 2001 Non-Executive Stock Option Plan. | |
(c) | The weighted average term for these options is 6.9 years. | |
(d) | Of these shares, 1,804,575 shares remain available for purchase under the 1997 Employee Stock Purchase Plan. | |
(e) | Of these shares, 1,634,695 shares remain available for purchase under the 1997 Employee Stock Purchase Plan. |
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![(PERFORMANCE GRAPH)](https://capedge.com/proxy/DEF 14A/0000950123-05-004310/y07650y0765001.gif)
12/99 | 12/00 | 12/01 | 12/02 | 12/03 | 12/04 | |||||||||||||||||||
SYMBOL | 100.00 | 84.99 | 56.30 | 29.20 | 60.10 | 61.65 | ||||||||||||||||||
S&P 500 | 100.00 | 90.89 | 80.09 | 62.39 | 80.29 | 89.02 | ||||||||||||||||||
S&P INFORMATION TECHNOLOGY | 100.00 | 59.10 | 43.81 | 27.42 | 40.37 | 41.40 |
* | $100 invested on December 31, 1999 in stock or index, including reinvestment of all dividends. Fiscal year ending December 31. |
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1. The Audit Committee has reviewed and discussed the audited financial statements and management’s report on internal control over financial reporting with Symbol’s management. | |
2. The Audit Committee has discussed with Ernst & Young LLP the matters required to be discussed by Statement of Auditing Standards No. 61, as amended by Statement of Auditing Standards No. 90 (Audit Committee Communications). | |
3. The Audit Committee has received and reviewed the written disclosures and the letter from Ernst & Young LLP required by Independence Standards Board Standard No. 1 (Independence Discussions with Audit Committees), has discussed with Ernst & Young LLP their independence and considered whether the provision of non-audit services is compatible with maintaining Ernst & Young LLP’s independence. | |
4. Based on the review and discussion referred to in paragraphs (1) through (3) above, the Audit Committee recommended to the Board of Directors of Symbol, and the Board has approved, that the audited financial statements and management’s report on internal control over financial reporting be included in Symbol’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004, for filing with the Commission. |
Robert J. Chrenc, Chairman | |
Salvatore Iannuzzi ��� | |
George Samenuk |
† | The Audit Committee authorized the inclusion of its report in this Proxy Statement on March 21, 2005. At that time, Mr. Iannuzzi was an independent director and member of the Audit Committee. As disclosed elsewhere herein, Mr. Iannuzzi has since resigned as a member of the Audit Committee and joined Symbol as its Senior Vice President, Chief Administrative and Control Officer. |
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2004 | 2003 | |||||||
Audit Fees(1) | $ | 4,594,000 | $ | 3,367,000 | ||||
Audit-Related Fees(2) | $ | 49,000 | $ | 9,911,000 | ||||
Tax Fees(3) | $ | 189,000 | $ | 637,000 | ||||
All Other Fees(4) | $ | — | $ | 30,000 | ||||
Total | $ | 4,832,000 | $ | 13,945,000 | ||||
(1) | Audit fees represent the aggregate fees incurred for the audit of the Company’s financial statements, review of the financial statements included in the Company’s quarterly reports, and services in connection with statutory and regulatory filings engagements for those fiscal years. Audit fees for fiscal 2004 also include $1,131,000 of fees associated with Ernst & Young LLP’s assessment of the Company’s internal control over financial reporting. |
(2) | Audit-related fees represent the aggregate fees incurred for assurance and related services that are reasonably related to the performance of the audit or review of the Company’s financial statements and are not reported under “Audit Fees.” For 2004, these services include assurance services for pension plan audits. For 2003, these services include audit services rendered in connection with the restatement of the Company’s selected financial data for 1998, 1999, 2000 and 2001, financial statements for the years ended December 31, 2000 and 2001, unaudited selected quarterly information for each of the four quarters of 2001 and the first three quarters of 2002 and Sarbanes-Oxley Act planning. |
(3) | Tax fees represent the aggregate fees billed for professional services for tax compliance, tax advice and tax planning. Fees for tax services billed in 2004, subsequent to Ernst & Young LLP being appointed our principal accounting firm, were $189,000, all of which were pre-approved by the Audit Committee. The Audit Committee was presented with a detailed list of services prior to when they were performed, including a general tax planning approval of $50,000. Fees for tax services billed in 2003 consisted of $163,000 for tax compliance and $474,000 for tax planning and advice, all of which were approved by the Audit Committee. With respect to services rendered after May 6, 2003, the Audit Committee was presented with a detailed list of services prior to when they were performed. Projects during 2003 were approved on an item-by-item basis, although approval was also granted for $50,000 of various worldwide tax audit, tax compliance and tax planning projects and/or questions that may arise in connection therewith. |
(4) | All other fees represent the aggregate fees billed for products and services that are not included in the “Audit fees,” “Audit-related fees” and “Tax fees” sections, including fees paid to the Deloitte Entities in connection with expert witness services provided in the Telxon litigation to which the Company is a party (disclosure on which litigation is included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2003 (the “2003 Form 10-K”). See“Item 3. Legal Proceedings — Securities Litigation Matters — In re Telxon Corporation Securities Litigation” of the 2003 Form 10-K). |
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(1) In connection with its audit of the consolidated financial statements of Symbol for the fiscal year ended December 31, 2002, Deloitte & Touche reported to the Audit Committee the following material weaknesses: |
• | decentralized accounting structure for operations in the United States; | |
• | inadequate policies and processes for identifying complex non-standard transactions, including restructurings and acquisitions; | |
• | inadequate hiring of qualified and experienced personnel; |
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• | inadequate training and supervision of personnel; | |
• | inadequate systems and systems interfaces; | |
• | errors related to the processing of stock option exercises; | |
• | errors related to the timing and amount of revenue recognized; | |
• | errors in the timing and recording of certain reserves, including excess and obsolete inventory; | |
• | inadequate support and approval for numerous manual journal entries; and | |
• | informal and inconsistent policies and procedures related to account reconciliations. |
(2) In connection with its audit of the consolidated financial statements of Symbol for the fiscal year ended December 31, 2003, Deloitte & Touche reported that a material weakness existed related to the manner in which Symbol processes transactions to record revenue. Additionally, Deloitte & Touche reported that deficiencies existed relating to the adequacy and timeliness of account reconciliations, formalized worldwide policies and procedures and the amount of manual journal entries required to record transactions. |
By Order of the Board of Directors, | |
![]() | |
Peter M. Lieb | |
Secretary |
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ROBERT J. CHRENC Director since 2003 and Chairman of the Board of Directors since 2005 Age: 60 | Mr. Chrenc was elected a director by the Board on December 15, 2003 and appointed non-executive Chairman of the Board of Directors effective as of April 7, 2005. Mr. Chrenc was Executive Vice President and Chief Administrative Officer at ACNielsen, a leading provider of marketing information based on measurement and analysis of marketplace dynamics and consumer attitudes and behavior, from February 2001 until his retirement in December 2001. From June 1996 to February 2001, he served as ACNielsen’s Executive Vice President and Chief Financial Officer. | |
SALVATORE IANNUZZI Senior Vice President and Chief Accounting Controls Officer Director since 2003 Age: 51 | Mr. Iannuzzi was elected a director by the Board on December 15, 2003 and served as non-executive Chairman of the Board of Directors from December 30, 2003 until April 7, 2005. Mr. Iannuzzi resigned as non- executive Chairman of the Board of Directors effective as of April 7, 2005. On April 11, 2005, Mr. Iannuzzi joined Symbol as its Senior Vice President, Chief Administrative and Control Officer. From March 2004 to April 2005, Mr. Iannuzzi was an independent consultant. He was employed as the Chief Administrative Officer of CIBC World Markets, Inc. from June 2000 to March 2004. From 1982 to 2000, he held several senior positions at Bankers Trust Company/ Deutsche Bank, including senior control officer and head of corporate compliance. | |
EDWARD R. KOZEL Director since 2004 Age: 49 | Mr. Kozel was elected a director by the Board on March 10, 2004. Mr. Kozel is currently an independent consultant. From January 2004 to February 2005, he served as a managing director of Integrated Finance, Ltd., a strategic advisory firm. He was the managing member of Open Range Ventures, a venture capital firm, from November 1999 until December 2003. From 1989 to 1997, he worked at Cisco Systems, Inc. where he held a variety of senior executive roles, including Senior Vice President Business Development, Chief Technology Officer, and as a member of the Board of Directors from 1996 to 2002. Mr. Kozel also serves on the boards of directors of Reuters Group PLC (where he is a member of the Remuneration Committee) and Yahoo!, Inc. (where he serves as Chairman of the Audit Committee). At no time during their respective periods of employment with Cisco did either Mr. Kozel or Mr. Nuti report to the other. |
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WILLIAM R. NUTI President and Chief Executive Officer Director since 2003 Age: 41 | Mr. Nuti was appointed President and Chief Operating Executive Officer of Symbol on August 1, 2002 and was appointed President, Chief Executive Officer and director on December 30, 2003. Mr. Nuti joined Symbol from Cisco Systems, Inc., where he was senior vice president of U.S. Theatre and Worldwide Service Provider Operations, responsible for Cisco’s field operations, systems engineering, professional services and marketing for the global service provider arena. In his 10-year career at Cisco, Mr. Nuti served as president of Europe, the Middle East and Africa (“EMEA”) operations, president for the Cisco Asia Pacific region and various sales management positions. | |
GEORGE SAMENUK Director since 2004 Age: 49 | Mr. Samenuk was elected a director by the Board on March 10, 2004. Mr. Samenuk has served as chief executive officer and a director of McAfee, Inc. (formerly Network Associates, Inc.) since January 2001. In April 2001, Mr. Samenuk was named Chairman of the Board of McAfee. From January 2000 to January 2001, Mr. Samenuk served as President and Chief Executive Officer of TradeOut, Inc., a private online exchange company. From April 1999 to January 2000, Mr. Samenuk served as General Manager, Americas at IBM Corporation. From August 1996 to April 1999, Mr. Samenuk was General Manager, ASEAN/ South Asia at IBM Corporation. From January 2001 to September 2002, Mr. Samenuk served as a director of McAfee.com Corporation, including serving as the chairman of its board from March 2001 until September 2002, when Network Associates purchased the minority interest in McAfee.com Corporation. | |
MELVIN A. YELLIN Director since 2003 Age: 62 | Mr. Yellin was elected a director by the Board on December 15, 2003. Mr. Yellin has been the president of Stone Point Corporation since July 2003. Stone Point Corporation concentrates primarily on risk management and corporate governance issues. From 1999 to 2003, Mr. Yellin was of counsel to Skadden Arps Slate Meagher & Flom LLP. Prior to that, Mr. Yellin served as Executive Vice President and General Counsel of Bankers Trust Company. In 2002, Mr. Yellin served as chairman and president of the New York Metropolitan Chapter of the National Association of Corporate Directors and has been a frequent lecturer for The Conference Board on governance issues. |
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I. | Purpose |
II. | Membership |
I-1
III. | Meetings and Procedures |
IV. | Powers and Responsibilities |
Interaction with the Independent Auditor |
I-2
(i) The Committee shall obtain and review a report prepared by the independent auditor describing (a) the auditing firm’s internal quality-control procedures and (b) any material issues raised by the most recent internal quality-control review, or peer review, of the auditing firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years, respecting one or more independent audits carried out by the auditing firm, and any steps taken to deal with any such issues. | |
(ii) The Committee shall discuss with the independent auditor its independence from the Company, and obtain and review a written statement prepared by the independent auditor describing all relationships between the independent auditor and the Company, consistent with Independence Standards Board Standard 1 (as may be modified or supplemented from time to time), and consider the impact that any relationships or services may have on the objectivity and independence of the independent auditor. | |
(iii) The Committee shall confirm with the independent auditor that the independent auditor is in compliance with the partner rotation requirements established by the SEC. | |
(iv) The Committee shall consider whether the Company should adopt a rotation of the annual audit among independent auditing firms. | |
(v) The Committee shall, if applicable, consider whether the independent auditor’s provision of any permitted information technology services or other non-audit services to the Company is compatible with maintaining the independence of the independent auditor. |
Annual Financial Statements and Annual Audit |
I-3
Quarterly Financial Statements |
Internal Audit |
I-4
Other Powers and Responsibilities |
I-5
V. | Disclosure of Charter |
I-6
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ADMISSION TICKET
SYMBOL TECHNOLOGIES, INC.
ANNUAL MEETING OF STOCKHOLDERS
May 9, 2005 — 10:00 A.M. local time
One Symbol Plaza
Holtsville, New York
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SYMBOL TECHNOLOGIES, INC.
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OF SYMBOL TECHNOLOGIES, INC. FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 9, 2005.
The undersigned stockholder of Symbol Technologies, Inc. hereby appoints WILLIAM R. NUTI and PETER M. LIEB, and each of them, proxies, with full power of substitution in each, to vote all of the shares of Symbol Technologies, Inc. Common Stock which the undersigned would be entitled to vote at the Annual Meeting of Stockholders to be held on May 9, 2005 and at any adjournments or postponements thereof, as indicated on the reverse side, and in their discretion upon any other business that may properly come before the meeting or at any adjournments or postponements thereof.
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SYMBOL TECHNOLOGIES, INC.
P.O. Box 11095
New York, NY 10203-0095
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VOTES MUST BE INDICATED (X) IN BLACK OR BLUE INK.)
1. | Election of Six Directors |
Nominees: | (01) Robert J. Chrenc | |||
(02) Salvatore Iannuzzi | ||||
(03) Edward R. Kozel | ||||
(04) William R. Nuti | ||||
(05) George Samenuk | ||||
(06) Melvin A. Yellin | ||||
For All Nominees | ||||
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