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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. )
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Filed by a Party other than the Registrant o | |
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GenCorp Inc.
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March 4, 2005 |
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1. | To elect three Directors to serve until the 2008 Annual Meeting of Shareholders; | |
2. | To ratify the Audit Committee’s appointment of Ernst & Young LLP as independent auditors of the Company for fiscal year 2005; and | |
3. | To consider and act on such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof. |
By Order of the Board of Directors, | |
MARK A. WHITNEY | |
Vice President, Law; | |
Deputy General Counsel | |
and Assistant Secretary |
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c/o Innisfree M&A Incorporated, FDR Station, P.O. Box 5154, New York, NY 10150-5154.
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Amount and Nature of | Percent | ||||||||
Beneficial Owner | Beneficial Ownership(1)(2) | of Class | |||||||
J. Robert Anderson | 19,914 | * | |||||||
Charles F. Bolden Jr. | 500 | * | |||||||
J. Gary Cooper | 3,454 | * | |||||||
James J. Didion | 18,790 | (3) | * | ||||||
William K. Hall | 23,820 | (3) | * | ||||||
James M. Osterhoff | 24,866 | (3) | * | ||||||
Steven G. Rothmeier | 22,164 | * | |||||||
Sheila E. Widnall | 20,246 | * | |||||||
Terry L. Hall | 499,850 | * | |||||||
William A. Purdy Jr. | 104,280 | * | |||||||
Michael F. Martin | 221,113 | * | |||||||
Yasmin R. Seyal | 136,376 | * | |||||||
Joseph Carleone | 132,609 | * | |||||||
All Directors and executive officers as a group (17 persons) | 1,408,267 | 2.57 | % |
* | Less than 1.0% |
(1) | The number of shares beneficially owned by a Director includes restricted shares granted under the GenCorp Inc. 1999 Equity and Performance Incentive Plan. The number of shares beneficially owned by an officer of the Company includes shares credited in accordance with the GenCorp Retirement Savings Plan as of February 18, 2005. |
(2) | Includes shares issuable upon the exercise of stock options that may be exercised within 60 days of February 18, 2005 as follows: Mr. Anderson, 17,414 shares; Mr. Didion, 16,790 shares; Mr. W. Hall, 17,414 shares; Mr. Osterhoff, 17,414 shares; Mr. Rothmeier, 17,414 shares; Dr. Widnall, 17,414 shares; Mr. T. Hall, 264,650 shares; Mr. Purdy, 48,000 shares; Mr. Martin, 125,204 shares; Ms. Seyal, 53,557 shares; Dr. Carleone, 92,320 shares and all executive officers and Directors as a group, 785,413 shares. Messrs. Bolden and Cooper do not hold options exercisable within 60 days of February 18, 2005. |
(3) | Some shares are held indirectly through the Didion Trust, William K. Hall Trust and James M. Osterhoff Trust, respectively. |
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Amount and Nature of | Percent | ||||||||
Beneficial Owner | Beneficial Ownership | of Class | |||||||
GAMCO Investors, Inc. | 6,512,318 | (1) | 11.86 | % | |||||
One Corporate Center Rye, NY 10580 | |||||||||
Steel Partners II, L.P. | 3,973,100 | (2) | 7.27 | % | |||||
590 Madison Avenue 32nd Floor New York, NY 10022 | |||||||||
GenCorp Retirement Savings Plans | 3,120,049 | (3) | 5.71 | % | |||||
c/o Fidelity Management Trust Company 82 Devonshire Street Boston, MA 02109 | |||||||||
Hunter Global Associates L.L.C. | 2,806,400 | (4) | 5.14 | % | |||||
485 Madison Avenue 22nd Floor New York, NY 10022 |
(1) | Includes shares beneficially owned by Mario J. Gabelli and various affiliated entities, including GAMCO Investors, Inc., Gabelli Funds, LLC, Gabelli Group Capital Partners, Inc. and Gabelli Asset Management Inc. Gabelli Funds, LLC reported sole voting power and sole dispositive power with respect to 2,104,209 shares. GAMCO Investors, Inc. reported sole voting power with respect to 4,143,609 shares and sole dispositive power with respect to 4,408,109 shares. Includes 238,867 shares with respect to which the reporting persons have the right to acquire beneficial ownership upon conversion of the Company’s convertible notes. All of the foregoing information is according to Amendment No. 40 to a Schedule 13D dated January 20, 2005 and filed with the SEC on January 21, 2005. |
(2) | Includes shares beneficially owned by Steel Partners II, L.P. and Steel Partners, L.L.C., each of which reported sole voting power and sole dispositive power with respect to 3,973,100 shares. All of the foregoing information is according to Amendment No. 7 to a Schedule 13D dated February 17, 2005 and filed with the SEC on February 23, 2005. |
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(3) | Shares held as of February 18, 2005 by Fidelity Management Trust Company, the Trustee for the GenCorp Retirement Savings Plan and the Aerojet Fine Chemicals LLC Retirement Savings Plan. |
(4) | Includes shares beneficially owned by Duke Buchan III and various affiliated entities, including Hunter Global Associates L.L.C., Hunter Global Investors L.P., Hunter Global Investors Fund I L.P. and Hunter Global Investors Fund II L.P. Hunter Global Associates L.L.C. reported shared voting power and shared dispositive power with respect to 805,429 shares. Hunter Global Investors L.P. and Duke Buchan III each reported shared voting power and shared dispositive power with respect to 2,806,400 shares. Hunter Global Investors Fund I L.P. reported shared voting power and shared dispositive power with respect to 771,755 shares. Hunter Global Investors Fund II L.P. reported shared voting power and shared dispositive power with respect to 33,674 shares. All of the foregoing information is according to a Schedule 13G dated January 25, 2005 and filed with the SEC on January 25, 2005. |
• | In May 2000, Chris W. Conley, the Company’s Vice President of Environmental Health and Safety, was awarded a stock option grant of 7,000 shares. As a consequence of an oversight, no Form 4 was filed to report this grant. A Form 5 was filed in January 2005 to report this grant. |
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Annual Compensation | Long Term Compensation | |||||||||||||||||||||||||||||||
Awards | Payouts | |||||||||||||||||||||||||||||||
Securities | ||||||||||||||||||||||||||||||||
Restricted | Underlying | |||||||||||||||||||||||||||||||
Other Annual | Stock | Options/ | LTIP | All Other | ||||||||||||||||||||||||||||
Name and Current | Salary | Bonus | Compensation | Awards(7) | SARS(11) | Payouts(12)(13) | Compensation(14) | |||||||||||||||||||||||||
Principal Position | Year | ($) | ($) | ($)(6) | ($) | (#) | ($) | ($) | ||||||||||||||||||||||||
Terry L. Hall(1) | 2004 | 584,037 | - | 6,097 | (2) | 153,600 | (8) | - | - | 54,125 | ||||||||||||||||||||||
Chairman of the Board, | 2003 | 526,634 | 618,750 | - | - | 100,000 | 350,007 | 23,569 | ||||||||||||||||||||||||
President and | 2002 | 433,175 | - | - | - | 70,000 | - | 19,363 | ||||||||||||||||||||||||
Chief Executive Officer | ||||||||||||||||||||||||||||||||
William A. Purdy Jr. | 2004 | 278,402 | 317,000 | 131 | (2) | 43,776 | (8) | - | - | 24,853 | ||||||||||||||||||||||
Vice President and | 2003 | 275,004 | 245,000 | 97 | (2) | - | 12,000 | 21,000 | 18,563 | |||||||||||||||||||||||
President, Real Estate | 2002 | 206,253 | 187,500 | (3) | 55,425 | (4) | 272,800 | (9) | 40,000 | - | 6,936 | |||||||||||||||||||||
Michael F. Martin | 2004 | 283,462 | 159,600 | 3,098 | (2) | 60,288 | (8) | - | - | 27,050 | ||||||||||||||||||||||
Vice President and President, | 2003 | 275,004 | 275,000 | 1,810 | (2) | - | 18,000 | 42,000 | 23,387 | |||||||||||||||||||||||
Aerojet-General Corporation | 2002 | 275,004 | 245,000 | $ | 2,973 | (5) | - | 15,000 | - | 24,457 | ||||||||||||||||||||||
Yasmin R. Seyal | 2004 | 293,614 | - | - | 65,280 | (8) | - | - | 24,553 | |||||||||||||||||||||||
Senior Vice President and | 2003 | 270,654 | 252,000 | 117 | (2) | 139,140 | (10) | 36,000 | 63,000 | 12,128 | ||||||||||||||||||||||
Chief Financial Officer | 2002 | 221,256 | - | 79 | (2) | - | 20,000 | - | 15,962 | |||||||||||||||||||||||
Joseph Carleone | 2004 | 221,805 | 27,000 | - | 60,288 | (8) | - | - | 23,571 | |||||||||||||||||||||||
Vice President and | 2003 | 214,992 | 302,000 | - | - | 12,000 | 21,000 | 19,350 | ||||||||||||||||||||||||
President, Aerojet Fine | 2002 | 214,992 | 215,000 | - | - | 5,000 | - | 9,674 | ||||||||||||||||||||||||
Chemicals LLC |
(1) | Prior to December 1, 2003, Mr. T. Hall served as President and Chief Executive Officer. |
(2) | Reimbursement for taxes payable in connection with gross-up of certain travel expenses. |
(3) | Includes $137,500 for annual incentive bonus and $50,000 for one time sign-on bonus. |
(4) | Includes $48,252 for relocation expense and $7,173 for reimbursement of taxes payable in connection with relocation. |
(5) | Reimbursement for taxes payable in connection with gross-up of certain travel expenses. |
(6) | Such executives did not have perquisites and other personal benefits in excess of reporting thresholds for these years. |
(7) | Non-performance based restricted stock awards. For performance-based see “Long Term Incentive Plans — Awards in Last Fiscal Year” table on page 19. |
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(8) | These restricted shares were granted as of February 4, 2004 at a market price of $7.68 with a vesting date of March 1, 2006. Dividends declared by the Company, if any, are paid on these shares during the restricted period. The aggregate number of restricted stock held by each of such executive officers and the market value of such shares on November 30, 2004 were: Mr. T. Hall 151,041 shares, $2,538,999; Mr. Purdy, 34,700 shares, $583,307; Mr. Martin, 33,075 shares, $555,991; Ms. Seyal, 49,100 shares, $825,371; and Dr. Carleone, 30,350 shares, $510,184. |
(9) | Represents restricted shares granted to Mr. Purdy at the time of his hire as Vice President and President, Real Estate. 20,000 shares were granted as of March 15, 2002 at a market price of $13.64. Dividends declared by the Company, if any, are paid on these shares during the restricted period. The market value of these shares on November 30, 2004 was $302,580. |
(10) | Represents restricted shares granted to Ms. Seyal. 18,000 shares were granted as of February 5, 2003 at a market price of $7.73 and such shares vest pro rata over a 3-year time period. Dividends declared by the Company, if any, are paid on these shares during the restricted period. The market value of these shares on November 30, 2004 was $336,200. |
(11) | Shares of GenCorp Common Stock underlying options granted pursuant to the GenCorp Inc. 1999 Equity and Performance Incentive Plan. Neither non-qualified stock options nor stock appreciation rights were granted to the executive officers during fiscal year 2004. |
(12) | For fiscal year 2004, no restricted shares with grant dates of February 5, 2000, January 16, 2001 and February 5, 2003, granted under the GenCorp Inc. 1999 Equity and Performance Incentive Plan, vested because performance goals were not met for fiscal year 2004. As a result, a total of 74,733 shares were forfeited by named executive officers and returned to such plan. |
For fiscal year 2003, no restricted shares with grant dates of February 5, 2000 or January 16, 2001, granted under the GenCorp Inc. 1999 Equity and Performance Incentive Plan, vested because performance goals were not met for fiscal year 2003. As a result, a total of 23,600 shares were forfeited by named executive officers and returned to such plan. | |
For fiscal year 2002, no restricted shares with grant dates of February 5, 2000 or January 16, 2001, granted under the GenCorp Inc. 1999 Equity and Performance Incentive Plan, vested because performance goals were not met for fiscal year 2002. As a result, a total of 16,200 shares were forfeited by named executive officers and returned to such plan. |
(13) | For fiscal year 2003, the represented number in the table includes the value of restricted shares with grant dates of February 5, 2003, granted under the GenCorp Inc. 1999 Equity and Performance Incentive Plan, that vested as a result of the Company’s achieving established performance targets in fiscal year 2003 as follows: Mr. T. Hall, 33,334 shares; Mr. Purdy, 2,000 shares; Mr. Martin, 4,000 shares; and Ms. Seyal, 6,000 shares. Amounts included in the table are based on the NYSE closing price of GenCorp Common Stock of $10.50 per share on the February 5, 2004 vesting date. |
(14) | Company contributions credited to the executive’s account in the Retirement Savings Plan and, where applicable, the amount credited to the executive’s account in the GenCorp Benefits Restoration Plan, a nonfunded plan which restores to the individual’s account, amounts otherwise excluded due to limitations imposed by the Internal Revenue Code on contributions and includable compensation under qualified plans. |
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Individual Grants | Potential Realizable | |||||||||||||||||||||||
Value at Assumed | ||||||||||||||||||||||||
Number of | Percent of | Annual Rates of | ||||||||||||||||||||||
Securities | Total | Stock Price | ||||||||||||||||||||||
Underlying | Options/ | Appreciation For | ||||||||||||||||||||||
Options/ | SARS | Option Term | ||||||||||||||||||||||
SARS | Granted to | Exercise or | (ten years) | |||||||||||||||||||||
Granted | Employees in | Base Price | Expiration | |||||||||||||||||||||
Name | (#)(1) | Fiscal Year | ($/Share) | Date | 5%($) | 10%($) | ||||||||||||||||||
Terry L. Hall | 0 | — | — | — | — | — | ||||||||||||||||||
William A. Purdy Jr. | 0 | — | — | — | — | — | ||||||||||||||||||
Michael F. Martin | 0 | — | — | — | — | — | ||||||||||||||||||
Yasmin R. Seyal | 0 | — | — | — | — | — | ||||||||||||||||||
Joseph Carleone | 0 | — | — | — | — | — |
(1) | No non-qualified stock options or stock appreciation rights were granted during fiscal year 2004. |
Number of Securities | ||||||||||||||||||||||||
Shares | Underlying Unexercised | Value of Unexercised In- | ||||||||||||||||||||||
Acquired | Options/SARs at Fiscal | the-Money Options/SARs | ||||||||||||||||||||||
on | Value | Year End (#)(2) | at Fiscal Year End ($) | |||||||||||||||||||||
Exercise | Realized | |||||||||||||||||||||||
Name | (#) | ($)(1) | Exercisable | Unexercisable | Exercisable | Unexercisable | ||||||||||||||||||
Terry L. Hall | — | — | 231,317 | 89,999 | 1,454,950 | 712,992 | ||||||||||||||||||
William A. Purdy Jr. | — | — | 30,667 | 21,333 | 113,921 | 111,439 | ||||||||||||||||||
Michael F. Martin | 2,500 | 14,533 | 119,204 | 17,000 | 689,925 | 115,860 | ||||||||||||||||||
Yasmin R. Seyal | — | — | 41,557 | 30,667 | 231,171 | 227,120 | ||||||||||||||||||
Joseph Carleone | 2,500 | 14,558 | 88,320 | 9,667 | 546,602 | 74,940 |
(1) | The dollar values are calculated by determining the difference between the closing price on the NYSE for the Company’s Common Stock on the date of exercise and the option price. |
(2) | As of November 30, 2004, no SARs had been issued under the Plan. |
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Number of | Performance or | Estimated Future Payouts | ||||||||
Shares, Units or | Other Period | |||||||||
Other | Until Maturation | Threshold | Target | Maximum | ||||||
Name | Rights (#)(1) | or Payout (Years) | (#) | (#) | (# or $) | |||||
Terry L. Hall | 0 | — | — | — | — | |||||
William A. Purdy Jr. | 0 | — | — | — | — | |||||
Michael F. Martin | 0 | — | — | — | — | |||||
Yasmin R. Seyal | 0 | — | — | — | — | |||||
Joseph Carleone | 0 | — | — | — | — |
(1) | No performance-based restricted stock awards were granted in fiscal year 2004. For non-performance-based restricted stock awards, see the Summary Compensation Table on page 16. |
Approximate | Estimated | |||||
Years of | Annual Benefits | |||||
Credited Service | Payable at | |||||
Applicable | at Anticipated | Anticipated | ||||
Name | Formula | Retirement | Retirement | |||
Terry L. Hall | Career Average | 20 | $ 411,381 | |||
William A. Purdy Jr. | Career Average | 8 | $ 74,906 | |||
Michael F. Martin | 5-Year Average | 30 | $ 254,948 | |||
Yasmin R. Seyal | 5-Year Average | 33 | $ 265,016 | |||
Joseph Carleone | 5-Year Average | 28 | $ 217,001 |
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* | Beginning with the third quarter of fiscal year 2004, the Board of Directors eliminated the payment of quarterly dividends. |
Years Ended | ||||||||||||||||||||||||
Base | ||||||||||||||||||||||||
Period | ||||||||||||||||||||||||
Company Name/ Index | Nov99 | Nov00 | Nov01 | Nov02 | Nov03 | Nov04 | ||||||||||||||||||
GENCORP INC.(1) | 100 | 74.19 | 119.44 | 76.72 | 96.22 | 162.44 | ||||||||||||||||||
S&P 500 INDEX | 100 | 95.78 | 84.07 | 70.19 | 80.78 | 91.17 | ||||||||||||||||||
S&P 500 AEROSPACE & DEFENSE(2) | 100 | 129.08 | 100.87 | 99.65 | 111.68 | 144.57 | ||||||||||||||||||
PEER GROUP(3) | 100 | 125.67 | 103.03 | 98.69 | 111.77 | 142.92 |
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(1) | The returns since November 1999 have been adjusted to account for the spin-off of OMNOVA Solutions Inc. (OMNOVA) in October 1999. In this spin-off, GenCorp shareholders received one share of OMNOVA common stock for each share of GenCorp Common Stock. The annual return figures for GenCorp include an $8.50 cash equivalent paid in 1999 as a result of the OMNOVA spin-off. |
(2) | GenCorp previously used a Peer Group Index that was a combination of the S&P 500 Aerospace & Defense and the S&P 500 Auto Components Indexes, weighted by market value. On August 31, 2004, GenCorp sold its GDX Automotive business and organized its continuing operations into two segments: Aerospace & Defense and Real Estate. The Company is now utilizing the S&P 500 Aerospace & Defense Index for comparative purposes because it considers it to be a more appropriate peer group index. |
(3) | For comparison, the Peer Group Index used previously is also presented. |
• | Provide executives with competitive compensation that maintains a balance between cash and equity-based compensation and puts a significant portion of total compensation at risk, tied both to annual and long-term performance of the Company as well as to the creation of shareholder value. | |
• | Encourage executives to manage from the perspective of owners with an equity stake in the Company. |
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Audit Fees |
2004 | 2003 | |||||||||
In Thousands | ||||||||||
Audit fees | $5,329 | $4,009 |
Audit-Related Fees |
2004 | 2003 | |||||||||
In Thousands | ||||||||||
Audit-related fees | $977 | $304 |
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Tax Fees |
2004 | 2003 | |||||||
In Thousands | ||||||||
Tax fees | $493 | $262 |
All Other Fees |
2004 | 2003 | |||||||
In Thousands | ||||||||
All other fees | $2 | $4 |
Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors |
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Other Business |
Submission of Shareholder Proposals |
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a. | Have the sole and direct responsibility and authority for the appointment and termination (subject, if applicable, to shareholder ratification), compensation, evaluation and oversight of the work of the independent auditors (the “Auditors”), including resolving disagreements between management and the Auditors regarding financial reporting. The Auditors shall report directly to the Committee. The Committee shall have the responsibility and authority to approve in advance all audit and permitted non-audit services to be provided by the Auditors, and may delegate to one or more designated members of the Committee the authority to grant pre-approvals of audit and permitted non-audit services, which pre-approvals shall be presented to the full Committee at its next scheduled meeting; | |
b. | Discuss with the Auditors the overall scope, plans, and staffing for their audit; | |
c. | On an annual basis obtain and review a report by the Auditors describing (i) all relationships between the Auditors and the Company to assess the Auditors’ objectivity and independence, as required by Independence Standards Board Standard No. 1; (ii) the Auditors’ internal quality-control procedures; and (iii) any material issues raised by the |
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most recent quality-control review, or peer review, of the Auditors, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years. Based on such Auditor’s report and the Auditor’s work throughout the year, the Committee shall evaluate the Auditor’s independence, qualifications and performance, including a review and evaluation of the lead partner on the Auditors’ engagement with the Company and take appropriate action to assure continuing independence, qualifications and performance of the Auditors; | ||
d. | Review with management and the Auditors the preparation of the financial statements and related disclosures contained in the Company’s annual and quarterly reports, including (i) the results of the Auditors’ timely analysis of significant financial reporting issues and practices, including, changes in, or adoptions of, accounting principles and disclosure practices; (ii) their judgments about the Company’s selection or application of accounting principles and the clarity of the financial disclosure practices used or proposed to be used; (iii) the degree of aggressiveness or conservatism of the Company’s accounting and underlying estimates and judgments; (iv) regular reports from the Auditors on the critical accounting policies and practices of the Company and the effects of alternative GAAP methods on the financial statements; (v) the effect of regulatory and accounting initiatives, as well as off-balance sheet structures, on the financial statements; and (vi) any related disagreements or other matters brought to the Committee’s attention; | |
e. | Discuss, at least annually, with the Auditors (i) the matters required to be discussed by Statement on Auditing Standards 61 relating to the conduct of the audit; (ii) the audit process, any problems or difficulties encountered in the course of the performance of the audit, including any restrictions on the scope of the Auditors’ activities or on the Auditors’ access to information, or significant disagreements with management; (iii) the Company’s internal controls; and (iv) material written communications between the Auditors and the Company; |
f. | Review and evaluate the Company’s system of internal controls, and recommend to management changes or improvements therein; |
g. | Review and evaluate the Company’s internal audit function, including its independence, staffing and performance, and recommend to management changes or improvements therein; | |
h. | Review and evaluate the appropriateness of the internal audit plans for the forthcoming year, including risk assessments, scope of coverage, planning and staffing; |
i. | Review and evaluate significant audit findings, including significant suggestions for improvements in systems and internal controls from the internal auditor and the Auditors; | |
j. | Periodically review and discuss with management the Company’s guidelines and policies with respect to the process by which the Company undertakes risk assessment and risk management, including discussion of the Company’s major financial risk exposures and the steps management has taken to monitor and control such exposures; |
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k. | Review and discuss management’s statement of its responsibility for and its assessment of the effectiveness of internal controls as of the end of the most recent fiscal year and the Auditors’ report on management’s assessment; |
l. | Review and discuss with management the Company’s practices regarding earnings press releases and the provision of financial information and earnings guidance by management to analysts and ratings agencies; |
m. | Review and discuss with the CEO and CFO the procedures undertaken in connection with the CEO and CFO certifications for annual and quarterly reports, including their evaluation of the Company’s disclosure controls and procedures and its internal controls; |
n. | Review with management and the Auditors legal and regulatory matters that may have a material effect on the Company’s financial statements or related compliance policies; any correspondence with regulators or governmental agencies that raise material issues regarding the Company’s financial statements or accounting policies; and any material reports or inquiries received by the Company or any of its subsidiaries from regulators or governmental agencies; | |
o. | Establish and maintain procedures for (i) the receipt, retention, and treatment of complaints received by the Company regarding accounting, internal accounting controls, or auditing matters, and (ii) the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters; | |
p. | Receive corporate attorney’s reports of evidence of any material violation of securities laws or any breach of fiduciary duty; | |
q. | Engage such outside legal, accounting, and other advisors as it shall deem necessary or appropriate, with the expenses of such advisors, as well as ordinary administrative expenses of the Committee that are necessary or appropriate to carrying out its duties, to be paid by the Company; and |
r. | Establish policies for the Company’s hiring of employees or former employees of the Auditors. |
a. | Recommend to the Board whether the annual audited financial statements should be included in the Company’s Annual Report on Form 10-K; | |
b. | Meet separately, at least once every fiscal quarter, with the Auditors and the internal auditor without members of management present; | |
c. | Routinely communicate the results of all reviews and meetings with the entire Board of Directors; | |
d. | Undertake and review with the Board an annual performance evaluation of the Committee; and |
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e. | Review this charter annually and recommend any proposed changes to the Board of Directors. |
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Dear Shareholder:
The Annual Meeting of shareholders of GenCorp Inc. will be held at the Sheraton Grand Sacramento, 1230 J Street, Sacramento, California 95814 on March 30, 2005 at 9:00 a.m. local time. At the meeting, shareholders will elect three directors, act on a proposal to ratify the appointment of the independent auditors of the Company for the fiscal year ending November 30, 2005, and transact such other business as may properly come before the meeting.
It is important that your shares be represented at the meeting. Whether or not you plan on attending the meeting, please review the enclosed proxy materials and sign, date and return the proxy form attached below in the postage-paid envelope provided.
Terry L. Hall
YOUR VOTE IS IMPORTANT!
6 PLEASE DETACH PROXY CARD HERE 6
PROXY FOR HOLDERS OF COMMON STOCK
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
P R O X Y | The undersigned hereby appoints Yasmin R. Seyal and Mark A. Whitney, and each of them, his or her proxy, with the power of substitution, to vote all shares of Common Stock of GenCorp Inc. which the undersigned is entitled to vote at the Annual Meeting of Shareholders to be held at the Sheraton Grand Sacramento, 1230 J Street, Sacramento, California 95814 on March 30, 2005, and at any adjournments or postponements thereof, and appoints the proxyholders to vote as directed below and in accordance with their sole judgement on matters incident to the conduct of the meeting and any matters of other business referred to in Item 3. | |
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED BY THE SHAREHOLDER. IF NO CONTRARY DIRECTION IS GIVEN WHEN THE DULY EXECUTED PROXY IS RETURNED, SUCH SHARES WILL BE VOTED FOR ALL NOMINEES IN ITEM 1, FOR ITEM 2, AND IN ACCORDANCE WITH THE PROXYHOLDERS’ SOLE JUDGMENT ON MATTERS INCIDENT TO THE CONDUCT OF THE MEETING AND ANY MATTERS OF OTHER BUSINESS REFERRED TO IN ITEM 3. THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” ITEMS 1 AND 2. |
(Continued and to Be Signed On Reverse Side.)
PLEASE EXECUTE AND RETURN YOUR PROXY PROMPTLY.
Table of Contents
PLEASE REVIEW THE PROXY STATEMENT
1. | Vote by Telephone —call toll-free in the U.S. or Canada at 1-866-287-9712, on a touch-tone telephone. If outside the U.S. or Canada, call 610-560-1011. Please follow the simple instructions. |
OR
2. | Vote on the Internet —Access https://www.proxyvotenow.com/gy, and follow the simple instructions. Please note, you must type an “s” after http. |
You may vote by telephone or on the Internet 24 hours a day 7 days a week. Your telephone or Internet vote authorizes the named proxies to vote your shares in the same manner as if you had marked, signed and returned a proxy card. | ||
OR
3. | Vote by Mail —If you do not wish to vote by telephone or on the Internet, please complete, sign, date and return the proxy card in the envelope provided, or mail to: GenCorp Inc., c/o Innisfree M&A Incorporated, FDR Station, P.O. Box 5154, New York, NY 10150-5154. |
x | Please mark your votes as in this example using dark ink only. |
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” ITEMS 1 AND 2
FOR ALL | WITHHOLD FOR ALL | *EXCEPTIONS | |||||||||||||
1. | Election of directors 01 - James J. Didion 02 - James M. Osterhoff 03 - Sheila E. Widnall | o | o | o | |||||||||||
[INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE. MARK THE “EXCEPTIONS” BOX AND WRITE THAT NOMINEE’S NAME IN THE SPACE PROVIDED BELOW.] | |||||||||||||||
*Exceptions |
FOR | AGAINST | ABSTAIN | ||||||
2. | To ratify the Audit Committee’s appointment of Ernst & Young LLP as the independent auditors of the Company. | o | o | o | ||||
3. | Upon matters incident to the conduct of the meeting and such other business as may properly come before the meeting or any adjournments or postponements thereof. | |||||||
To change your address, please mark this box and note changes to the left. | o | |||
I plan to attend the meeting. | o |
Date: | , 2005 | |||
Signature | ||||
Signature (if jointly held) | ||||
Title | ||||
NOTE: Please sign your name exactly as it appears on this Proxy. When shares are held jointly, each holder should sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person. |
PLEASE SIGN, DATE AND RETURN THE PROXY CARD TODAY IN THE POSTAGE-PAID ENVELOPE PROVIDED. |