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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
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![(USG LOGO)](https://capedge.com/proxy/DEF 14A/0000950137-05-004015/c92373dc9237301.gif)
![-s- William C. Foote](https://capedge.com/proxy/DEF 14A/0000950137-05-004015/c92373dc9237302.gif)
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125 South Franklin Street | USG Corporation | Chicago, IL 60606-4678 |
1. | To elect four directors for a term of three years, pursuant to the Corporation’s by-laws. | |
2. | To consider ratification of the appointment of Deloitte & Touche LLP as independent registered public accountants for the year ending December 31, 2005. | |
3. | To transact such other business as may properly come before the meeting or any adjournment or postponement thereof. |
By order of the Board of Directors | |
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J. E. Schaal | |
Corporate Secretary |
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Name and Address | Amount of | |||||||
of Beneficial Owner | Beneficial Ownership | Percent of Class | ||||||
Berkshire Hathaway Inc.(a) | 6,500,000 | 14.99% | ||||||
1440 Kiewit Plaza Omaha, NE 68131 | ||||||||
FMR Corp.(b) | 5,548,300 | 12.80% | ||||||
82 Devonshire Street Boston, MA 02109 | ||||||||
Gebr. Knauf Verwaltungsgellschaft KG(c) | 4,300,878 | 9.92% | ||||||
Am Bahnhof 7 97346 Iphofen Federal Republic of Germany | ||||||||
D.E. Shaw Laminar Portfolios, L.L.C.(d) | 2,839,800 | 6.55% | ||||||
120 West 45th Street Tower 45 — 39th Floor New York, NY 10036 |
(a) | Berkshire Hathaway Inc., a Delaware corporation, with Warren E. Buffett, an individual who reported he may be deemed to control Berkshire Hathaway, Inc., and OBH, Inc., a Delaware |
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corporation, and National Indemnity Company, a Nebraska insurance corporation, have shared voting and dispositive power with respect to all such shares. | ||
(b) | Fidelity Low Priced Stock Fund, an FMR Corp. investment company, a Delaware corporation, with Edward C. Johnson 3d, has sole dispositive power while the Fidelity Funds Board of Trustees has sole voting power with respect to 4,302,800 shares. Fidelity Management Trust Company, controlled by FMR Corp. and Edward C. Johnson 3d, has sole voting and dispositive power with respect to 66,300 shares. | |
(c) | Gebr. Knauf Verwaltungsgellschaft KG, a limited partnership organized under the laws of Germany, has sole voting and dispositive power with respect to all such shares. | |
(d) | D.E. Shaw Laminar Portfolios, L.L.C., a Delaware corporation, with David E. Shaw, an individual who reported he may be deemed to control D.E. Shaw & Co., L.P., and D.E. Shaw & Co., L.L.C., a Delaware corporation, have shared voting and dispositive power with respect to all such shares. |
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Shares Beneficially | Option Shares | |||||||||||||||
Owned, Excluding | Exercisable Now | Percent | ||||||||||||||
Name | Options(a)(b) | or Within 60 Days | Total | of Class | ||||||||||||
Robert L. Barnett | 7,126 | 0 | 7,126 | * | ||||||||||||
Edward M. Bosowski | 16,625 | 70,000 | 86,625 | * | ||||||||||||
Keith A. Brown(c) | 140,323 | 0 | 140,323 | * | ||||||||||||
James C. Cotting | 6,544 | 0 | 6,544 | * | ||||||||||||
Lawrence M. Crutcher(d) | 13,832 | 0 | 13,832 | * | ||||||||||||
Stanley L. Ferguson | 10,615 | 52,000 | 62,615 | * | ||||||||||||
Richard H. Fleming | 30,848 | 99,000 | 129,848 | * | ||||||||||||
William C. Foote(e) | 50,476 | 225,000 | 275,476 | * | ||||||||||||
W. Douglas Ford | 4,661 | 0 | 4,661 | * | ||||||||||||
David W. Fox | 8,778 | 0 | 8,778 | * | ||||||||||||
Valerie B. Jarrett | 5,556 | 0 | 5,556 | * | ||||||||||||
Marvin E. Lesser | 7,665 | 0 | 7,665 | * | ||||||||||||
James S. Metcalf | 12,583 | 62,000 | 74,583 | * | ||||||||||||
John B. Schwemm | 7,163 | 0 | 7,163 | * | ||||||||||||
Judith A. Sprieser | 5,725 | 0 | 5,725 | * | ||||||||||||
All directors and executive officers as a group (24 persons), including those named above: | 359,092 | 709,500 | 1,068,592 | 2.47 | % |
* | Less than one-percent. |
(a) | No restricted stock was held by the Named Executives or by any other executive officer. |
(b) | Includes deferred stock units under the Stock Compensation Program for Non-Employee Directors, as follows: Mr. Cotting, 3,540 units, Ms. Jarrett, 4,105 units, and Mr. Lesser, 4,834 units. See the section titled “Director Compensation” below for more information. |
(c) | Includes 135,715 shares held by trusts of which Mr. Brown is a trustee. |
(d) | Includes 5,990 shares held by Mr. Crutcher, as trustee for the benefit of his adult children, in which shares Mr. Crutcher disclaims beneficial ownership. |
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(e) | Includes 5,000 shares held by Mr. Foote’s spouse, Kari H. Foote, and 400 shares held for the benefit of his minor children, in which shares Mr. Foote disclaims beneficial ownership. |
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Long-Term | |||||||||||||||||||||||||||||
Compensation Awards | |||||||||||||||||||||||||||||
Restricted | Securities | ||||||||||||||||||||||||||||
Other Annual | Stock | Underlying | All Other | ||||||||||||||||||||||||||
Name and | Salary | Bonus | Compensation | Awards | Options/ | Compensation | |||||||||||||||||||||||
Principal Position | Year | ($) | ($)(a) | ($)(b) | ($)(c) | SARs(#) | ($)(d) | ||||||||||||||||||||||
William C. Foote | 2004 | 895,000 | 2,853,272 | 71,564 | 0 | 0 | 5,000 | ||||||||||||||||||||||
Chairman, President and | 2003 | 895,000 | 1,756,351 | 57,480 | 0 | 0 | 8,389 | ||||||||||||||||||||||
Chief Executive Officer | 2002 | 895,000 | 2,297,752 | 71,478 | 0 | 0 | 10,400 | ||||||||||||||||||||||
Richard H. Fleming | 2004 | 455,000 | 1,141,914 | N/A | 0 | 0 | 5,000 | ||||||||||||||||||||||
Executive Vice President | 2003 | 455,000 | 735,283 | N/A | 0 | 0 | 8,389 | ||||||||||||||||||||||
and Chief Financial Officer | 2002 | 455,000 | 961,190 | N/A | 0 | 0 | 10,116 | ||||||||||||||||||||||
James S. Metcalf | 2004 | 400,834 | 982,060 | N/A | 0 | 0 | 5,000 | ||||||||||||||||||||||
Executive Vice President; | 2003 | 376,670 | 601,583 | 74,626 | 0 | 0 | 8,164 | ||||||||||||||||||||||
President, Building Systems | 2002 | 352,500 | 732,375 | N/A | 0 | 0 | 10,203 | ||||||||||||||||||||||
Edward M. Bosowski | 2004 | 380,000 | 953,686 | N/A | 0 | 0 | 4,763 | ||||||||||||||||||||||
Executive Vice President, | 2003 | 380,000 | 614,083 | N/A | 0 | 0 | 8,152 | ||||||||||||||||||||||
Marketing and Corporate | 2002 | 380,000 | 802,753 | 51,357 | 0 | 0 | 10,163 | ||||||||||||||||||||||
Strategy; President, | |||||||||||||||||||||||||||||
USG International | |||||||||||||||||||||||||||||
Stanley L. Ferguson | 2004 | 355,000 | 890,945 | N/A | 0 | 0 | 5,000 | ||||||||||||||||||||||
Executive Vice President | 2003 | 351,667 | 561,183 | 82,238 | 0 | 0 | 8,389 | ||||||||||||||||||||||
and General Counsel | 2002 | 335,000 | 707,690 | N/A | 0 | 0 | 10,191 |
(a) | Reflects for each year payments arising from cash award opportunities under the Corporation’s Annual Management Incentive Program and payments under the Key Employee Retention Plan, as discussed below. The Key Employee Retention payments for 2004 included amounts deferred from earlier years under the Plan. |
(b) | Includes perquisites as defined in Regulation S-K, Item 402, except where the total amount of perquisites received by the Named Executive was less than $50,000 or 10% of the Named Executive’s salary and bonus. Perquisites for 2004 provided to some or all of the Named Executives included the following: Corporation paid auto expense, financial and estate planning, executive death benefit plans, executive medical plan (discontinued December 31, 2004), luncheon club dues, tax services and personal catastrophic liability coverage. In accordance with SEC regulations, where the perquisites received by a Named Executive meet the reporting threshold, the type and amount of any perquisite exceeding 25% of the Named Executives’ total perquisites is as follows: Mr. Foote’s other annual compensation included $21,616 in estate planning fees in 2004; Mr. Bosowski’s included $16,116 for supplemental insurance and $14,448 in automobile allowance in 2002; Mr. Metcalf’s included a $40,000 club initiation fee in 2003; and Mr. Ferguson’s included $39,883 of imputed income due to a trip award in 2003. |
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(c) | There were no performance-based or time-vested restricted stock awards to any Named Executives during 2004 and none of the Named Executives hold restricted shares. |
(d) | All other Compensation for the Named Executives for each year consisted solely of matching contributions from the Corporation to defined contribution plans. |
Shares | Number of Securities | Value of Unexercised | ||||||||||||||
Acquired on | Value | Underlying Unexercised | In-The-Money | |||||||||||||
Exercise | Realized | Options/SARs at Fiscal | Options/SARs at Fiscal | |||||||||||||
Name | (#) | ($) | Year-End (#)(b) | Year-End($) | ||||||||||||
William C. Foote | 0 | 0 | 225,000 | 2,001,300 | ||||||||||||
Richard H. Fleming | 0 | 0 | 99,000 | 937,560 | ||||||||||||
James S. Metcalf | 0 | 0 | 62,000 | 783,030 | ||||||||||||
Edward M. Bosowski | 0 | 0 | 70,000 | 816,110 | ||||||||||||
Stanley L. Ferguson | 0 | 0 | 52,000 | 543,740 |
(a) | No SARs were outstanding and no stock options were exercised. |
(b) | All unexercised options are currently exercisable. |
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Covered | |||||||||||||||||
Compensation | 20 Years | 25 Years | 30 Years | 35 Years | |||||||||||||
$ 600,000 | $ | 192,000 | $ | 240,000 | $ | 288,000 | $ | 336,000 | |||||||||
900,000 | 288,000 | 360,000 | 432,000 | 504,000 | |||||||||||||
1,200,000 | 384,000 | 480,000 | 576,000 | 672,000 | |||||||||||||
1,500,000 | 480,000 | 600,000 | 720,000 | 840,000 | |||||||||||||
1,800,000 | 576,000 | 720,000 | 864,000 | 1,008,000 | |||||||||||||
2,100,000 | 672,000 | 840,000 | 1,008,000 | 1,176,000 | |||||||||||||
2,400,000 | 768,000 | 960,000 | 1,152,000 | 1,344,000 | |||||||||||||
2,700,000 | 864,000 | 1,080,000 | 1,296,000 | 1,512,000 | |||||||||||||
3,000,000 | 960,000 | 1,200,000 | 1,440,000 | 1,680,000 |
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1. | A significant portion of the total compensation opportunity is variable and dependent upon the Corporation’s operating and financial performance. | |
2. | Compensation programs are designed to drive and reinforce the attainment of short-term operational objectives through annual incentive cash awards. Compensation levels are increased when established performance goals are exceeded and reduced when established targets are not achieved. |
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3. | The programs provide overall compensation opportunities that are at competitive levels with comparably sized industrial companies. | |
4. | With the Corporation’s filing of its chapter 11 cases, the element of employee retention has become a paramount consideration in the compensation strategy of the Corporation and the Key Employee Retention Plan has replaced the long-term equity program. |
• | A market pricing analysis for each officer position is prepared by Hewitt Associates. This process utilizes a custom peer group of 27 companies that are similar in size and/or industry to the Corporation. The Corporation positions are compared to the median compensation levels of similar positions in this peer group to determine external competitiveness. | |
• | A market rate for salary, incentive target opportunity, long term incentive opportunity and benefits and perquisites is established by the Corporation for each assignment which is at, below, or slightly above the market comparison based upon relevant USG considerations (i.e., each officer position’s impact, size, scope, or dimensions). | |
• | Consideration of individual pay factors, such as experience, performance and time in position may warrant paying above or below the market rate. | |
• | For the purpose of ensuring that compensation is competitive and reasonable, total compensation opportunity for salary, annual incentive, long-term incentive and benefits and perquisites is benchmarked at the 50th percentile of the custom peer group of companies. |
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David W. Fox, Chair | |
W. Douglas Ford | |
Valerie B. Jarrett | |
John B. Schwemm | |
Judith A. Sprieser |
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• | Reviewed and discussed the audited financial statements with management; | |
• | Discussed with Deloitte & Touche LLP, the Corporation’s independent registered public accounting firm, the matters required to be discussed by Statement on Auditing Standards No. 61; and | |
• | Received the written disclosures and the letter from Deloitte & Touche LLP required by Independence Standards Board Standard No. 1, and discussed with Deloitte & Touche LLP its independence and considered whether the provision of non-audit services by Deloitte & Touche LLP is compatible with maintaining its independence. | |
• | In reliance on the review and discussions referred to above, recommended to the Board that the audited financial statements be included in the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2004. |
Judith A. Sprieser, Chair | |
Robert L. Barnett | |
Keith A. Brown | |
Lawrence M. Crutcher | |
Marvin E. Lesser | |
John B. Schwemm |
Fee Category (thousands) | 2004 | 2003 | ||||||
Audit Fees | $ | 1,798 | $ | 1,064 | ||||
Audit-Related Fees | 162 | 89 | ||||||
Tax Fees | 726 | 1,020 | ||||||
All Other Fees | 3 | 52 | ||||||
Total Fees | $ | 2,689 | $ | 2,225 |
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![(PERFORMANCE GRAPH)](https://capedge.com/proxy/DEF 14A/0000950137-05-004015/c92373dc9237350.gif)
Dec. 31, 1999 | Dec. 31, 2000 | Dec. 31, 2001 | Dec. 31, 2002 | Dec. 31, 2003 | Dec. 31, 2004 | |||||||||||||||||||
USG Corporation | $ | 100 | $ | 49 | $ | 12 | $ | 18 | $ | 36 | $ | 87 | ||||||||||||
S&P 500 | 100 | 91 | 80 | 62 | 80 | 89 | ||||||||||||||||||
Building Materials Group | 100 | 87 | 94 | 83 | 113 | 141 |
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RESOLVED: That the appointment by the Audit Committee of the Board of Directors of Deloitte & Touche LLP as the independent registered public accounting firm of the Corporation for the current year ending December 31, 2005, is hereby ratified, approved, and confirmed. |
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By order of the Board of Directors | |
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J. E. Schaal | |
Corporate Secretary |
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1. | Bookkeeping or Other Services Related to the Corporation’s Accounting Records or Financial Statements | |
2. | Financial Information Systems Design and Implementation | |
3. | Appraisal or Valuation Services, Fairness Opinion or Contribution-in-Kind Reports | |
4. | Actuarial Services | |
5. | Internal Audit Outsourcing Services | |
6. | Managerial Functions | |
7. | Human Resources | |
8. | Broker-Dealer, Investment Advisor or Investment Banking Services | |
9. | Legal Services |
10. | Expert Services |
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MR A SAMPLE | C 1234567890 J N T | ![]() | + |
Proxy — USG Corporation |
A | Election of Directors | PLEASE REFER TO THE REVERSE SIDE FOR TELEPHONE AND INTERNET VOTING INSTRUCTIONS. |
For | Withhold | |||||
01 — Robert L. Barnett | o | o | ||||
02 — David W. Fox | o | o | ||||
03 — Valerie B. Jarrett | o | o | ||||
04 — Marvin E. Lesser | o | o |
B | Ratification of Appointment of Independent Registered Public Accountants |
For | Against | Abstain | ||||||||
2. | Ratification of the appointment of Deloitte & Touche LLP as independent registered public accountants for the year ending December 31, 2005. | o | o | o |
C | I plan to attend the Annual Meeting. o |
D | Authorized Signatures — Sign Here — This section must be completed for your instructions to be executed. |
Signature 1 — Please keep signature within the box | Signature 2 — Please keep signature within the box | Date (mm/dd/yyyy) | ||
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n | 6 U P X H H H P P P P 0051821 | + |
![]() | Meeting of Stockholders of USG Corporation May 11, 2005, 9:00 a.m. Third Floor Business Library 125 South Franklin Street Chicago, Ilinois 60606 |
Admission Ticket
You must present this ticket (bottom portion only) to a USG representative
to be admitted to the USG Corporation Annual Meeting.
MR A SAMPLE | ||||
DESIGNATION (IF ANY) | ||||
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o | Mark this box with an X if you have made changes to your name or address details above. |
Annual Meeting Proxy Card |
The undersigned hereby appoints William C. Foote and J. Eric Schaal, and each or any of them, attorneys, with power of substitution and with powers the undersigned would possess, if personally present, to vote all stock of the undersigned in USG CORPORATION, at the annual meeting of stockholders of USG Corporation, third floor Business Library, 125 South Franklin Street, Chicago, Illinois on May 11, 2005, and any adjournment or postponement thereof; on the matters shown on the reverse side and as set forth in the accompanying Notice of Annual Meeting of Stockholders and Proxy Statement.
PLEASE MARK, SIGN, DATE AND MAIL THIS PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE, EXCEPT IF YOU VOTE BY TELEPHONE OR INTERNET.
(Continued and to be signed on reverse side.)
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Telephone and Internet Voting Instructions
You can vote by telephone OR Internet. Available 24 hours a day 7 days a week.
Instead of mailing your proxy, you may choose one of the two voting methods outlined below to vote your proxy.
![]() | To vote using the Telephone (within U.S. and Canada) | |||
• | Call toll free 1-877-233-3084 in the United States or Canada any time on a touch tone telephone. There isNO CHARGE to you for the call. | |||
• | Follow the simple instructions provided by the recorded message. |
![]() | To vote using the Internet | |||
• | Go to the following web site: WWW.COMPUTERSHARE.COM/US/PROXY | |||
• | Enter the information requested on your computer screen and follow the simple instructions. |
C0123456789 | 12345 |
If you vote by telephone or the Internet, please DO NOT mail back this proxy card.
Proxies submitted by telephone or the Internet must be received by 1:00 a.m., Central Standard Time, on May 11, 2005.
THANK YOU FOR VOTING
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