Robbins & Myers DEF 14A Definitive proxy

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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þ Definitive Proxy Statement

o Definitive Additional Materials

o Soliciting Material Pursuant to §240.14a-12

ROBBINS & MYERS, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JANUARY 7, 2009

Date:	Wednesday, January 7, 2009
Time:	11:30 A.M., E.S.T.
Place:	McCormick & Schmick’s at The Greene 4429 Cedar Park Drive Dayton, Ohio 45440

At the Annual Meeting, shareholders of Robbins & Myers, Inc. will:

•  Elect four directors for a two-year term;

•  Vote on approval of the appointment of Ernst & Young LLP as independent auditors of the Company for the fiscal year ending August 31, 2009; and

•  Transact such other business as may properly come before the meeting or any adjournment thereof.

Shareholders of record at the close of business on November 19, 2008 may vote at the meeting.

Your vote is important. Please fill out the enclosed proxy card and return it in the reply envelope.

By Order of the Board of Directors,

Joseph M. Rigot
Secretary

December 5, 2008

TABLE OF CONTENTS

	Page
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
PROXY STATEMENT FOR ANNUAL MEETING OF SHAREHOLDERS		1
Solicitation and Voting of Proxies		1
Voting Securities and Record Date		1
Quorum Requirement and Voting		1
ELECTION OF DIRECTORS		2
GOVERNANCE OF THE COMPANY AND BOARD MATTERS		4
Corporate Governance Guidelines		4
Independent Board		4
Majority Vote Policy		4
Board Committees, Charters, Functions and Meetings		4
Executive Sessions of Non-Management Directors		5
Director Nomination Process		5
Code of Ethics		6
Communications from Shareholders and Others to the Board		6
Related Party Transactions		6
Compensation Committee Interlocks and Insider Participation		7
SECURITY OWNERSHIP		8
Directors and Executive Officers		8
Principal Shareholders		9
EXECUTIVE COMPENSATION		9
Compensation Committee Report		9
Compensation Discussion and Analysis		9
Summary Compensation Table		17
Grants of Plan-Based Awards		19
Outstanding Equity Awards at Fiscal Year-End		20
Option Exercises and Stock Vested		21
Pension Benefits		21
Nonqualified Deferred Compensation		22
Potential Payments Upon Termination of Employment or aChange-in-Control		23
DIRECTOR COMPENSATION		27
REPORT OF THE AUDIT COMMITTEE OF THE BOARD		27
APPOINTMENT OF INDEPENDENT AUDITORS		29
OTHER MATTERS		30
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE		30
SHAREHOLDER PROPOSALS		30

PROXY STATEMENT FOR ANNUAL MEETING OF SHAREHOLDERS

ROBBINS & MYERS, INC. December 5, 2008

51 Plum Street, Suite 260

Dayton, Ohio 45440

Solicitation and Voting of Proxies

The Board of Directors of Robbins & Myers, Inc. is sending you this Proxy Statement to solicit your proxy. If you give the Board your proxy, the proxy agents of the Board will vote your shares at the Annual Meeting of Shareholders on January 7, 2009 and any adjournment of the meeting (the “Annual Meeting”). The proxy agents will vote your shares as you specify on the proxy card. If you do not specify how your shares should be voted, the proxy agents will vote your shares in accordance with the Board’s recommendations. The Board’s recommendations are:

•  Election of Andrew G. Lampereur, Thomas P. Loftis, Dale L. Medford, and Albert J. Neupaver as Directors; and

•  Approval of the appointment of Ernst & Young LLP as independent auditors of the Company for the fiscal year ending August 31, 2009.

You may revoke your proxy at any time before the proxy agents use it to vote on a matter. You may revoke your proxy in any one of the following ways:

•  by use of the Internet by 6:00 a.m., January 7, 2009, Eastern Standard Time;

•  by telephone by 6:00 a.m., January 7, 2009, Eastern Standard Time;

•  by the Company’s receipt prior to the Annual Meeting of a later-dated proxy;

•  by receipt by the Secretary of the Company prior to the Annual Meeting of a written revocation; or

•  by you appearing at the Annual Meeting and electing to vote in person.

Specific instructions for telephonic and internet voting are set forth on the accompanying proxy card.

The Company first mailed this Proxy Statement to shareholders on December 5, 2008.

Important Notice Regarding the Availability of Proxy Materials

for the Shareholder Meeting to be Held on January 7, 2009:

This Proxy Statement and our Annual Report to Shareholders for the fiscal year ended August 31, 2008 are available athttp://materials.proxyvote.com/770196.

Voting Securities and Record Date

You are entitled to notice of the Annual Meeting and to vote at the meeting if you owned common shares of record at the close of business on November 19, 2008. For each share owned of record, you are entitled to one vote. On November 19, 2008, the Company had 33,607,727 common shares outstanding, which are the only voting securities.

Quorum Requirement and Voting

A quorum of shareholders is necessary to hold a valid meeting. The presence, in person or by proxy, of the holders of one-third of the common shares is necessary to have a quorum for the election of directors. The presence, in person or by proxy, of the holders of a majority of the outstanding shares is necessary for any other purpose. Abstentions and broker non-votes are counted as present for

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establishing a quorum. A broker non-vote occurs when a broker votes on some matters on the proxy card but not on others because he does not have the authority to do so.

In counting votes on a particular item, the Company will treat abstentions as votes cast on the particular matter. The Company will not, however, treat broker non-votes as either votes cast or shares present for matters related to the particular item.

If a shareholder notifies the Company in writing 48 hours or more before the meeting that the shareholder desires that directors be elected by cumulative voting, then shareholders will have cumulative voting rights in the election of directors. Cumulative voting allows each shareholder to multiply the number of shares owned by the number of directors to be elected and to cast the total for one nominee or distribute the votes among the nominees as the shareholder desires. Nominees who receive the greatest number of votes will be elected.

ELECTION OF DIRECTORS

The Company’s Board of Directors is currently comprised of eight directors, divided into two classes of four directors, with one class of Directors elected at each annual meeting of shareholders for a term of two years. At the Annual Meeting, shareholders will elect four directors who will hold office until the Annual Meeting of Shareholders in 2011. The Board has nominated Andrew G. Lampereur, Thomas P. Loftis, Dale L. Medford, and Albert J. Neupaver for election as directors. All nominees other than Mr. Neupaver are presently directors. Daniel W. Duval, whose term of office as a director expires at the Annual Meeting, is retiring from the Board after 20 years of service.

If a nominee becomes unable to stand for reelection, the Board’s proxy agents will vote the proxies for a substitute nominee of the Board. If shareholders vote cumulatively in the election of directors, then the Board’s proxy agents will vote the shares represented by the proxies cumulatively for the election of as many of the Board’s nominees as possible and in such order as the proxy agents determine.

Votes will be tabulated by the inspector of election, who will certify the results of the voting at the Annual Meeting. The four nominees receiving the greatest number of votes will be elected Directors. Abstentions will not affect the results of the election. Votes that have been withheld from any nominee will not have any effect on the election of the nominee, but could trigger the Company’s “majority vote policy” set forth in our Corporate Governance Guidelines requiring any director who receives a greater number of votes withheld than for his election to tender his resignation. See “Governance of the Company and Board Matters — Majority Vote Policy” below.

Set forth below is information concerning the nominees for election as Directors at the Annual Meeting and persons serving as Directors whose term of office continues after the Annual Meeting.

Nominees for Term of Office Expiring in 2011

Andrew G. Lampereur Director Since March 2007

Mr. Lampereur, age 45, has been Executive Vice President and Chief Financial Officer of Actuant Corporation (manufacturer of industrial products and systems) since August 2000. Mr. Lampereur joined Actuant in 1993 as Corporate Controller, a position he held until 1996 when he was appointed Vice President of Finance of its Gardner Bender unit. He served as Vice President, General Manager for Gardner Bender, from 1998 until assuming his present position.

Thomas P. Loftis Director Since 1987

Mr. Loftis, age 64, has been Chairman of the Board of the Company since June 2004 and served as Vice Chairman from March 2004 to June 2004. Mr. Loftis has been engaged in commercial real estate development, asset management and consulting with Midland Properties, Inc. since 1981. Loftis Investments LLC, a company wholly owned by Mr. Loftis, is a general partner of M.H.M. & Co., Ltd. (investments).

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Dale L. Medford Director Since 2003

Mr. Medford, age 58, retired in June 2005 from The Reynolds and Reynolds Company (software and services to automotive retailers) where he had served as Chief Administrative Officer (July 2004 to June 2005), Executive Vice President and Chief Financial Officer (January 2001 to June 2005) and Vice President of Corporate Finance and Chief Financial Officer (February 1986 to January 2001).

Albert J. Neupaver Nominee for Director

Albert J. Neupaver, age 58, has been President, Chief Executive Officer and a director of Wabtec Corporation (manufacturer of braking equipment and other parts for locomotives, freight cars and passenger rail cars) since February 2006. From 1998 to February 2006, Mr. Neupaver was President of the Electromechanical Group of AMETEK, Inc.

Directors Continuing in Office Until 2010

David T. Gibbons Director Since March 2004

Mr. Gibbons, age 65, has been Chairman of the Board and Chief Executive Officer of Cott Corporation (beverage manufacturer) since March 2008. He was Executive Chairman of the Board of the Perrigo Company (pharmaceutical and nutritional products) from October 2006 until November 2007. From May 2000 to October 2006, he was President and Chief Executive Officer of the Perrigo Company and its Chairman of the Board from August 2003 to October 2006. He served as President of Rubbermaid Home Products from August 1997 to December 1999. Mr. Gibbons is also a director of the Perrigo Company.

Richard J. Giromini Director Since October 2008

Mr. Giromini, age 55, has been President and Chief Executive Officer of Wabash National Corporation (manufacturer and distributor of semi-trailers to trucking industry) since January 2007 and a director since December 2005. He was President and Chief Operating Officer of Wabash National Corporation from December 2005 through December 2006. From February 2005 until December 2005, Mr. Giromini served as Executive Vice President and Chief Operating Officer, and from July 2002 to February 2005, he was Senior Vice President and Chief Operating Officer, of Wabash National Corporation.

Stephen F. Kirk Director Since June 2006

Mr. Kirk, age 59, has been Senior Vice President and Chief Operating Officer of The Lubrizol Corporation since September 2008. From June 2004 to September 2008, he was President of Lubrizol Additives. He served as Vice President of Sales and Marketing of The Lubrizol Corporation from June 1999 to June 2004.

Peter C. Wallace Director Since July 2004

Mr. Wallace, age 54, has been President and Chief Executive Officer of the Company since July 12, 2004. From October 2001 to July 2004, Mr. Wallace was President and Chief Executive Officer of IMI Norgren Group (sophisticated motion and fluid control systems for original equipment manufacturers). He was employed by Rexnord Corporation (power transmission and conveying components) for 25 years serving as President and Group Chief Executive from 1998 until October 2001 and holding a variety of senior sales, marketing, and international positions prior thereto. Mr. Wallace is also a director of Applied Industrial Technologies, Inc.

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GOVERNANCE OF THE COMPANY AND BOARD MATTERS

Corporate Governance Guidelines.  The Board of Directors has adopted the Robbins & Myers, Inc. Corporate Governance Guidelines (the “Guidelines”). The Guidelines state that the Board is elected by the shareholders to provide oversight and guidance to management with a view to increasing shareholder value over the long term. The Guidelines cover various topics, including, but not limited to, Director independence, Board and committee composition, Board operations, and leadership development. The Nominating and Governance Committee of the Board monitors and oversees the application of the Guidelines and recommends to the Board any changes to the Guidelines. The Guidelines are posted in the Corporate Governance section of the Company’s web site atwww.robn.com; the Guidelines as well as committee charters for Board committees, the Company’s Code of Business Conduct and any other document posted in the Corporate Governance section may also be obtained upon written or telephone request to the Company’s Corporate Secretary.

Independent Board.  Our Guidelines provide that a majority of the members of the Board must be “independent” under the criteria set forth in the New York Stock Exchange (“NYSE”) listing standards. The Board has adopted “Standards of Assessing Director Independence” to assist it in determining those Directors that are independent. The Standards are included at Appendix A to this proxy statement. Applying the Standards, the Board affirmatively determined in October 2008 that all of the persons nominated for election at the Annual Meeting and those that will continue as Directors after the Annual Meeting are independent of the Company and its management, with the exception of Peter C. Wallace who is not independent because of his employment by the Company as President and Chief Executive Officer.

Majority Vote Policy.  Our Guidelines provide that any nominee for Director who receives a greater number of votes “withheld” from his election than votes “for” his election (a “Majority Withheld Vote”) must promptly tender his resignation. The Nominating and Governance Committee will recommend to the Board whether to accept or reject the tendered resignation promptly following the Annual Meeting. In considering whether to accept or reject the tendered resignation, the Committee will consider the reasons underlying the Majority Withheld Vote (if known). The Board will act on the Nominating and Governance Committee’s recommendation no later than 90 days following the Annual Meeting. The Company will promptly publicly disclose the Board’s decision whether to accept the resignation as tendered (providing an explanation of the process by which the decision was reached and, if applicable, the reasons for rejecting the tendered resignation). If one or more Directors’ resignations are accepted by the Board, the Nominating and Governance Committee will recommend to the Board whether to fill such vacancy or vacancies or to reduce the size of the Board. The Board will make the final determination whether to fill any vacancy or to reduce the size of the Board. The Majority Withheld Vote provision does not apply to contested elections.

Board Committees, Charters, Functions and Meetings.  The Board has three standing committees — Nominating and Governance, Audit, and Compensation — and appoints the members of the Committees after considering the recommendations of the Nominating and Governance Committee. All Committee members are independent Directors. The Board has determined that all members of the Audit Committee are financially literate, that all members meet the enhanced standards for independence atRule 10A-3 issued under the Securities Exchange Act of 1934, and that two members of the Committee — Dale L. Medford and Andrew G. Lampereur - are audit committee financial experts within the meaning of applicable regulations of the Securities and Exchange Commission (the “SEC”). Each Committee has a Board approved written charter that is annually evaluated by the Committee. Copies of the Committee Charters are posted at the Company’s website. The Board held seven Board meetings and 14 Board committee meetings in fiscal 2008. All Directors attended more than 75% of

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the meetings of the Board and Board committees on which he served in fiscal 2008. Current Board committee membership and functions appear in the following table:

Committees	Committee Functions
Audit Dale L. Medford, Chairman Stephen F. Kirk Andrew G. Lampereur Fiscal 2008 Meetings — 6	*Appoints independent auditors *Considers qualifications and independence of auditors *Reviews reports of independent and internal auditors *Reviews and approves scope and cost of services   provided by independent auditors *Reviews and discusses annual and quarterly financial   statements with management and auditors *Monitors code of business conduct compliance   program and Company employee and investor   hotlines.
Nominating and Governance Daniel W. Duval, Chairman David T. Gibbons Dale L. Medford Fiscal 2008 Meetings — 4	*Reviews adherence to Corporate Governance   Guidelines and recommends changes *Recommends nominees for election as Directors and   Board committee appointments *Assesses size and composition of Board *Annually evaluates Board and Board committee   performance and considers individual Director   effectiveness *Responsible for Director orientation and education *Reviews actions of Corporate Compliance Committee
Compensation David T. Gibbons, Chairman Stephen F. Kirk Andrew L. Lampereur Fiscal 2008 Meetings — 4	*Annually approves CEO goals and objectives and evaluates   CEO performance *Reviews and approves CEO and executive officer compensation *Responsible, with CEO, for effective management   development and succession planning *Reviews Compensation Discussion and Analysis *Administers equity-based compensation programs

Directors are expected to attend the annual meeting of shareholders of the Company. The annual meeting held on January 9, 2008 was attended by all current directors who were directors at the time of the meeting.

Executive Sessions of Non-management Directors.  The non-management Directors meet in executive session, without management, in connection with most regularly scheduled Board meetings and are required to hold at least two such meetings annually. “Non-management Directors” are all of the Directors who are not employed by the Company. The Chairman of the Board is the presiding Director at these executive sessions.

Director Nomination Process.  The Board has adopted a written statement that sets forth the process it follows in evaluating candidates for Director (the “Nomination Process”). The Nominating and Governance Committee is responsible for recommending to the Board candidates for election as Directors and, in the course of performing its duties, it will consider candidates recommended by shareholders of the Company. The Nomination Process, as followed by the Committee, is described below and a copy of the Nomination Process is posted at the Company’s website.

The Board believes that it should be comprised of Directors with varied but complementary backgrounds and that Directors should, at a minimum, have expertise that may be useful to the Company, such as an understanding of manufacturing, technology, finance, accounting, marketing or

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international matters, all in the context of an assessment of the needs of the Board at a particular point in time. Directors should also possess the highest personal and professional ethics and should be willing and able to devote the required amount of time to Company affairs.

When evaluating candidates for Director, the Committee takes into account a number of factors, including the following: independence from management; whether the candidate has certain desired skills and business experience; judgment, integrity and reputation; existing directorships and commitments to other businesses; potential conflicts of interest with other pursuits; legal considerations such as antitrust issues; corporate governance background; financial and accounting background; and the size and composition of the existing Board.

The Committee will consider candidates for Director recommended by shareholders applying the criteria for candidates described above and considering the additional information referred to in this paragraph. Shareholders wishing to recommend a candidate for Director should write the Company’s Corporate Secretary and include the same information concerning the proposed candidate or candidates that a shareholder would be required to furnish if the shareholder were giving the Company advance notice of the shareholder’s intention to nominate a candidate at an annual meeting. See “Shareholder Proposals” at page 30.

When seeking candidates for Director, the Committee may solicit suggestions from incumbent Directors, management or others. In addition, the Company has in the past and may in the future engage a third-party search firm to assist in identifying suitable Board candidates and in the initial screening of such candidates by, among other things, conducting personal interviews and background checks. After identifying a suitable candidate, the Committee may interview the candidate if it believes the candidate would be a positive addition to the Board. The Committee may also require the candidate to meet with management. If the Committee believes a candidate would be a valuable addition to the Board, it will recommend to the full Board the candidate’s nomination.

Selection of Nominees.  Mr. Neupaver is the only nominee for election to our Board who is not currently a director. The Nominating and Governance Committee retained a leading professional search firm, Spencer Stuart, to help identify, evaluate and review potential nominees, and such firm identified a number of candidates, including Mr. Neupaver. Upon recommendation of the Nominating and Governance Committee, the Board has nominated Mr. Neupaver for election as a director.

Code of Ethics.  The Company’s Code of Business Conduct sets forth basic principles and guidelines for directors, officers and employees that are intended to assist them in conducting the Company’s affairs and business in accordance with law and the highest standards of business ethics. A copy of the Code is posted at the Company’s website.

Communications from Shareholders and Others to the Board.  The Board recommends that shareholders and other interested parties initiate communications with the Board, individual Directors, or non-management directors as a group in writing by sending them to Corporate Secretary, Robbins & Myers, Inc., 51 Plum Street, Suite 260, Dayton, Ohio 45440. The Board’s process for handling such communications is posted at the Company’s website.

Related Party Transactions.  Our Code of Business Conduct under the heading “Conflicts of Interest” sets forth our policy with respect to related party transactions. A conflict of interest can arise when an employee’s, officer’s, or director’s personal or family relationships or outside business interests may adversely influence the judgment or loyalty required in performance of his or her duties to the Company. In cases where there is an actual or an appearance of a conflict of interest, the person involved is to notify our Corporate Compliance Committee. This non-Board committee is responsible for reviewing all matters involving potential conflicts of interest and may grant exemptions if warranted in the circumstances. Conflicts of interest involving directors or officers are referred directly to our Audit Committee for consideration.

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Joseph M. Rigot, our Secretary and General Counsel, is a partner in the law firm of Thompson Hine LLP. Thompson Hine has served as our principal legal counsel since 1979 and this relationship is annually disclosed in writing to our Audit Committee for review. During fiscal 2008, we paid Thompson Hine $2,229,097 for legal services.

Other than as described in the preceding paragraph, during fiscal 2008 we were not a party to any transaction in which an executive officer, director, or 5% shareholder (or their immediate family members) had a material direct or indirect interest and no such person was indebted to us.

Compensation Committee Interlocks and Insider Participation.  Our Board’s Compensation Committee is currently comprised of David T. Gibbons (Chairman), Stephen F. Kirk, and Andrew G. Lampereur. None of the members is a present or past employee or officer of the Company or any of its subsidiaries. None of our executive officers has served on the board of directors or compensation committee of any other entity, one of whose executive officers served on our Board or Compensation Committee.

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SECURITY OWNERSHIP

Directors and Executive Officers

Set forth below is information as of November 19, 2008 concerning common shares of the Company beneficially owned by each director, each nominee for election as a director, each executive officer named in the Summary Compensation Table, and directors, nominees, and executive officers as a group.

	Number of Common
	Shares Beneficially		Percent of
Individual or Group	Owned as of 11/19/08(1)		Class
Daniel W. Duval		18,310		(3	)
David T. Gibbons		9,474		(3	)
Richard J. Giromini		400		(3	)
Stephen F. Kirk		1,964		(3	)
Andrew G. Lampereur		4,114		(3	)
Thomas P. Loftis		83,632		(3	)
Dale L. Medford		14,880		(3	)
Albert J. Neupaver		-0-		(3	)
Peter C. Wallace		254,647		(3	)
Christopher M. Hix		43,683		(3	)
Saeid Rahimian		87,751		(3	)
Gary L. Brewer		25,230		(3	)
Kevin J. Brown		190,582		(3	)
Directors, Nominees and Executive Officers as a Group (16 persons)		748,986		2.2%

(1)  Unless otherwise indicated, total voting power and total investment power are exercised by each individual and/or a member of his household. Shares which a person may acquire within 60 days of November 19, 2008 are treated as “beneficially owned” and the number of such shares included in the table for each person is:

Mr. Duval — 0	Mr. Gibbons — 4,000	Mr. Kirk — 0
Mr. Lampereur — 0	Mr. Loftis — 8,000	Mr. Hix — 14,897
Mr. Medford — 4,000	Mr. Neupaver — 0	Mr. Brown — 145,514
Mr. Rahimian — 34,695	Mr. Wallace — 76,384
	Mr. Brewer — 6,563
Directors, nominees and executive officers as a group — 297,292

(2)	Includes 22,136 shares with respect to which Mr. Loftis has sole voting and shared investment power.
(3)	Less than 1%.

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Principal Shareholders

The only persons known by the Board of Directors of the Company to be beneficial owners of more than 5% of the outstanding common shares of the Company as of November 19, 2008 are listed in the following table:

	Number of Common
	Shares Beneficially
Name and Address	Owned as of 11/19/08	% of Class
Barclays Global Investors, N.A.(1)	1,862,202	5.5%
45 Fremont Street San Francisco, CA 94105
M.H.M. & Co., Ltd.(2)	5,988,508	17.8%
830 Hanna Building Cleveland, OH 44115

(1)

Barclays Global Investors UK Holdings Limited is a registered investment advisor. It has sole voting power with respect to 1,462,340 of the listed shares.

(2)

M.H.M. & Co., Ltd. is an Ohio limited partnership (the “Partnership”). Maynard H. Murch Co., Inc. is the managing general partner, and Loftis Investments LLC, a company wholly-owned by Thomas P. Loftis, is the other general partner of the Partnership. Partnership decisions with respect to the voting and disposition of Company shares are determined by Maynard H. Murch Co., Inc., whose board of directors is comprised of Creighton B. Murch and Robert B. Murch, who are first cousins, and Maynard H. Murch V, who is Mr. Robert B. Murch’s nephew.

EXECUTIVE COMPENSATION

Compensation Committee Report

The Compensation Committee of our Board reviewed and discussed the following Compensation Discussion and Analysis with management and based on such review and discussions, the Compensation Committee recommended to our Board that the Compensation Discussion and Analysis be included in this Proxy Statement and in our Annual Report onForm 10-K for the year ended August 31, 2008.

THE COMPENSATION COMMITTEE
     David T. Gibbons, Chairman
     Stephen F. Kirk
     Andrew G. Lampereur

Compensation Discussion and Analysis

Overview

This CD&A describes our compensation philosophy and objectives, how our compensation process works, why the Compensation Committee arrived at specific compensation decisions, and the role of the Committee, its compensation consultant, and Mr. Wallace, our CEO, in setting the compensation of our Named Executive Officers (NEOs).

The Committee develops and administers our compensation programs, policies and processes and sets the compensation of our CEO and the other NEOs. The Committee is comprised of three independent Directors. Our Human Resources Department and General Counsel support the Committee in its work. The Committee has the authority in its discretion to engage outside advisors to assist it.

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When determining the compensation of our CEO, the Committee considers:

•  His performance against the annual and long-term objectives it has established for him;

•  Evaluations of our CEO submitted by each Director and the personal evaluation that Mr. Wallace submits to the Committee;

•  Benchmark data from compensation surveys and our self-developed peer group; and

•  His past compensation and accumulated equity interest in the Company and his total proposed compensation taking into account all forms of compensation.

In the process of determining his compensation, the Chairman of the Committee and the Chairman of the Board meet with Mr. Wallace to discuss the Committee’s evaluation of his performance, the rationale for the various elements of his compensation, the sizing of the elements, and the benchmarking of his total compensation.

Mr. Wallace assists the Committee when it determines the compensation of the other NEOs by providing the Committee:

•  His evaluation of each executive’s performance against targeted objectives;

•  His recommended allocation of the executive’s compensation among the various elements of compensation; and

•  His recommendation as to the size or amount of each element of compensation.

On behalf of the Committee, Mr. Wallace also meets individually with each NEO to explain the Committee’s rationale for various elements of the executive’s compensation and the sizing or amount of each element of compensation.

Role of Compensation Consultant

The Committee has retained Hewitt Associates as its compensation consultant since May 2007. The Committee determines the services provided to the Committee by Hewitt and the fees paid. Hewitt reports directly to the Committee independent of management and meets regularly with the Committee without management present. In addition to services to the Committee, Hewitt has provided actuarial services to the Company and performed one compensation market study for a business group of the Company in fiscal 2008.

For fiscal 2008, Hewitt provided the following services to the Committee:

•  Participated in the design and implementation of our executive compensation program for NEOs;

•  Provided competitive market practice data and benchmarketing;

•  Evaluated each of our NEO’s position against competitive market practice data;

•  Evaluated the features of each of our compensation plans against market practice;

•  Analyzed our equity awards (e.g., options, restricted stock and performance shares) to arrive at their respective economic value; and

•  Participated in meetings of the Committee at which fiscal 2008 compensation decisions were made.

Objectives of the Company’s Compensation Program

The Committee believes that our targeted growth strategies require an executive compensation program that reinforces the importance of performance and accountability — both at the individual and at the corporate level. Our program is designed to provide executives with meaningful rewards, while

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maintaining alignment with shareholder interests, corporate values, and important management initiatives. In making compensation decisions, the Committee is guided by the following objectives:

•  To attract, motivate, and retain highly experienced executives who are vital to our short- and long-term success, profitability, and growth;

•  To create alignment among executives and shareholders by actively promoting compensation programs and arrangements intended to result in executives having a meaningful investment in the Company through share ownership;

•  To provide focus on key financial performance goals and objectives that are integral to achieving the Company’s annual and long-term strategic plans; and

•  To provide targeted compensation levels that are consistent with the 50^th percentile of competitive market practice for base salary, the 50^th percentile for annual incentives at target level performance, and the 50^th percentile annualized economic grant value for equity awards.

Types of Compensation

Our compensation program includes the following types of compensation:

•  Annual fixed compensation — salaries;

•  Annual cash incentive compensation — cash bonus earned only if certain pre-established financial performance targets are achieved for the fiscal year;

•  Equity awards that provide opportunities for our executives to accumulate wealth that is directly related to the creation of shareholder value and serve to strengthen the long-term commitment of executives to the Company, including the following:

•  Stock options that become exercisable in equal installments on an annual basis over a three-year service period;

•  Restricted stock that vests in equal installments on an annual basis over a three-year service period; and

•  Performance shares that are earned based on annual financial measures but are only paid out if the executive continues in our employment for three years.

•  Executive perquisites provided on a limited basis that serve certain corporate purposes;

•  Retirement contributions designed to provide wealth accumulation and post-employment security; and

•  Special equity awards that are made from time to time when superior performance merits exceptional pay.

How Target Levels of Compensation Are Determined

The Committee strives to create an overall compensation package for each NEO that satisfies the objectives of our compensation program. With its consultant, the Committee reviews the market data, discussed below, to determine for each NEO a total compensation opportunity at the 50^th percentile level. It then initially sets salaries, annual incentive compensation, and equity-based compensation for each NEO so that his total compensation package and each of the three major components are generally consistent with the desired 50^th percentile level. The Committee makes adjustments to the competitive data for each NEO to reflect levels of responsibility, prior experience, length of service, achievement of personal objectives, future potential, and internal pay equity issues. The Committee rewards exceptional performance in a particular fiscal year by providing for incentive compensation that will pay out above the targeted 50^th percentile compensation level if certain stretch goals are achieved.

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The Committee uses incentive compensation to promote the achievement of annual and longer-term financial measures. Annual cash incentive compensation is used to motivate executives to achieve specific performance goals of the Company’s annual plan. Performance shares awards are tied to financial objectives that, while measured annually, are focused on consistent longer-term goals of continuing earnings growth and steadily improving asset utilization. Option grants and restricted share awards, while not performance based, promote the retention of key executives, help drive long-term performance and align management’s interests with those of shareholders.

The Committee believes that as an executive’s responsibility increases so does his ability to influence our performance and accordingly, the proportion of his compensation that consists of salary and cash bonus should decrease while the proportion of equity incentives to total compensation should increase. The Committee uses our above-listed types of compensation in various proportions in order to motivate desired performance. The Committee developed the following general guidelines as to the sizing of the various elements of compensation that comprised the executive’s total compensation package:

Element of	Chief Executive Officer	Other Named Executive Officers
Compensation	(% of Total Compensation)	(% of Total Compensation)
Salary	30% to 35%	40% to 45%
Annual Cash Incentive at Target	20% to 25%	20% to 25%
Performance Shares at Target	10% to 15%	5% to 10%
Restricted Stock Awards	10% to 15%	5% to 10%
Stock Option Awards	20% to 25%	10% to 15%
Annual Retirement Contributions (includes 3% attributable to Company contribution to 401(k) savings plan)	10% of Cash Compensation	10% of Cash Compensation

Equity awards as a percentage of total compensation were valued based their “economic value.” In the case of options, economic value was determined using a Hewitt Associates’ model that is based on the American Call version of the Black-Scholes option pricing approach. For restricted share and performance share awards, the starting point for a determination of the economic value of an award is the closing market price of our shares on a recent date, with various adjustments in the case of restricted shares related to executive turnover and, in the case of performance shares, to the length of the performance period, volatility of performance and other factors.

Tally Sheets

In setting each NEO’s compensation, the Committee reviewed the total annual fixed, incentive, and equity compensation to be received by each of them, including base salary, annual and long-term incentives, equity grants, executive perquisites and post-employment obligations. The Committee uses Tally Sheets to facilitate this review.

Benchmarking

For our fiscal 2008 compensation program, Hewitt assisted the Committee in developing measures for benchmarking compensation, both as to the size of the total compensation package offered and the types and design of the various elements of compensation included in each NEO’s compensation package. With Hewitt’s assistance, two comparative measures were developed:

•  One drew upon Hewitt’s proprietary 400 Total Compensation Measurement Data Base for the purpose of assessing market percentile ranges; and

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•  The other was an updated version of a customized 12-company peer group that the Committee had previously developed for testing the competitiveness of our compensation against a more immediate peer group.

The Committee’s self-developed 12-company peer group was comprised of the following companies:

Ameron International	CIRCOR International, Inc.	Crane Co.
Flowserve Corp.	Franklin Electric Co., Inc.	Gardner Denver, Inc.
Graco Inc.	IDEX Corporation	Milacron Inc.
Sauer-Danfoss Inc.	Watts Water Technologies, Inc.	Woodward Governor Company

Equity Grant Practices

The exercise price for stock options under our incentive compensation program is the closing price of our common shares on the grant date, which is the date when the Committee acts to approve equity awards. Restricted stock and performance shares are also granted to NEOs at this time. Except for new hires and special circumstances, the Committee only grants equity awards at its October meeting, which is normally scheduled one year in advance.

Salaries

The Committee annually adjusts salaries based on the NEO’s individual performance within a structure intended to be competitive at the 50th percentile level with the benchmarking data discussed above. At its October 5, 2007 meeting, the Committee discussed this data and reviewed the individual performances of each of the NEOs. Based on these considerations, the Committee increased Mr. Wallace’s salary from $560,000 to $635,000, a 13.4% increase. The Committee approved salary increases for Mr. Hix, Mr. Rahimian and Mr. Brewer of 5.8%, 5.3%, and 4.4%, respectively. Mr. Brown’s salary was unchanged.

Annual Cash Incentive Compensation

Annual cash incentive compensation provides NEOs with an opportunity to receive additional cash compensation through the achievement of specified annual financial targets. Targets are financial measures based on the Company’s annual plan and were fixed at the outset of fiscal 2008. Annual cash incentive compensation at target ranged from 35% to 75% of base salary. Such compensation could be earned at the threshold, target, or maximum level based on the extent to which the financial measures were achieved. The actual cash incentives earned for fiscal 2008 performance are shown in the column entitled “Non-Equity Incentive Plan Compensation” in footnote (3) to the Summary Compensation Table at page 17. The amounts that could have been earned at threshold, target and maximum are shown in the “Grants of Plan-Based Awards” table at page 19. For fiscal 2008, the performance measures, the weighting assigned to each measure, and the extent to which each measure was achieved were:

•  Measure: Consolidated sales, weighted 20%, and our consolidated sales for fiscal 2008 were 2.0% below target.

•  Measure: Earnings per share, weighted 40%, and our earnings per share for fiscal 2008 exceeded target by 44.0%.

•  Measure: Free cash flow, weighted 40%, and our free cash flow (defined as cash flow from operations plus or minus certain investing activities) exceeded target by 23.4%.

For Mr. Rahimian, President of the Fluid Management Group, and Mr. Brewer, President of the Process Solutions Group, 25% of their annual bonus was calculated on the above basis and 75% on the basis of their particular group’s operating performance. The Fluid Management Group’s performance exceeded target by 15.4%, and the Process Solutions Group’s performance was 33.0% below target. Fiscal 2008, annual cash incentive compensation was paid at 1.76 times the target award level for Messrs. Wallace, Hix and Brown, 1.31 times for Mr. Rahimian, and 0.943 times for Mr. Brewer

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based on actual performance and is shown at footnote (3) to the column captioned “Non-Equity Incentive Plan Compensation” in the Summary Compensation Table at page 17.

Stock Options and Restricted Shares

To further align management and shareholder interests, the Committee in October of each fiscal year grants options and awards restricted stock to NEOs. Awards are made pursuant to our 2004 Stock Incentive Plan that was approved by shareholders in December 2004. The exercise price for options is the closing price of our common shares on the date the Committee grants options, options become exercisable over three years in equal annual installments and have a term of 10 years. Fiscal 2008 restricted share awards were also made in October 2007 and vest equally over a three-year period. The Committee believes these annual equity awards as structured provide substantial incentives to NEOs to achieve significant growth in shareholder value and to continue in our employment.

The sizing of the awards is based on the guidelines set forth above at “Policies and Practices Related to Our Compensation Program” and the actual grants and awards for fiscal 2008 are set forth in the “Grants of Plan-Based Awards” table at page 19.

Fiscal 2008 Performance Share Awards

At the beginning of fiscal 2008, the Committee made performance share awards under our Long Term Incentive Plan (LTIP), which is a sub-plan under our 2004 Stock Incentive Plan. Under the LTIP, the Committee awards to each NEO a target number of performance shares. For fiscal 2008, the Committee set performance threshold, target and maximum payout levels based 75% on the Company’s earnings per share and 25% on return on net assets. At the end of fiscal 2008, the Committee determined the actual number of performance shares earned based on the extent to which the targets were achieved for fiscal 2008. The performance shares are forfeited by the executive if he is not employed by us on August 31, 2010. If the executive continues in our employment through August 31, 2010, for each performance share earned he is then issued one common share. In addition, the dollar amount of dividends that would have been paid on such common shares if they had been issued to the executive on the performance share award date of October 5, 2007 is calculated and such amount is divided by the average closing price of our common shares in August 2010 to arrive at a number of dividend equivalent common shares that are issued to the executive on or about September 1, 2010.

The fiscal 2008 LTIP performance share awards at threshold, target and maximum are set forth in the “Grants of Plan-Based Awards” table at page 19. The earnings per share performance measures for the fiscal 2008 LTIP were $1.40 at threshold, $1.75 at target and $2.19 at maximum. The return on net asset performance measures for fiscal 2008 were 19.52% at threshold, 24.40% at target and 30.50% at maximum. Performance share awards for fiscal 2008 were earned at maximum since both earnings per share and return on net assets for fiscal 2008 exceeded the maximum performance levels.

Accrued Earnings under Fiscal 2006 and Fiscal 2007 Long Term Incentive Plan Awards

At the beginning of fiscal 2006 and 2007, the Committee made performance awards under our former Long Term Incentive Plan (Prior-LTIP), which is a sub-plan under our 2004 Stock Incentive Plan. Under the Prior-LTIP, the Committee set a target dollar amount award that is earned over a three-year performance period. For each year in the three-year performance period, the Committee set performance threshold, target and maximum payout levels based 75% on the Company’s earnings per share and 25% on return on net assets. Each year the Committee determines the amount earned based on the extent to which the targets for the particular year were achieved. At the end of the three-year period, the sum of the annual amounts earned over the three years is divided by three and that average amount is converted into restricted shares of the Company based on the price of our

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common shares at the end of the three-year period. The restricted shares will generally be forfeited if the executive leaves our employment within one year of being issued the shares.

The fiscal 2006 and 2007 Prior-LTIP awards earned by each NEO in fiscal 2008 are shown at footnote (3) to the column entitled “Non-Equity Incentive Plan Compensation” in the Summary Compensation Table at page 17. For Messrs. Wallace, Rahimian and Brown, these amounts are the sum of the amounts earned in fiscal 2008 under their fiscal 2006 and fiscal 2007 Prior-LTIP awards that were outstanding throughout fiscal 2008. Messrs. Brewer and Hix were not employed by us at the time of the fiscal 2006 Prior-LTIP awards, and the amounts shown for them are amounts earned in fiscal 2008 under their fiscal 2007 Prior-LTIP awards.

Perquisites

The Company has historically provided its NEOs with certain perquisites that the Committee believes are reasonable, competitive and consistent with the Company’s overall compensation philosophy. We also believe that these perquisites are cost effective, in that they often provide a higher value to the executive than our actual costs. The perquisites provided to each NEO in fiscal 2008 are described in the table at page 18. In all cases, the value of personal benefits made available to an executive was less than 5% of his total compensation.

Retirement and Other Benefits

On December 31, 2005, we “froze” all NEO defined benefit plans. In their place, we adopted our 2006 Executive Supplemental Retirement Plan. This plan is an unfunded defined contribution plan under which we annually credit an amount equal to 10% of the NEO’s salary and annual bonus to his deferred compensation account. The amount credited, however, is reduced by certain amounts we credit to his account for the same fiscal year under the our qualified 401(k) savings plan. We also credit interest at a rate of seven percent per annum on the amounts credited to the NEO’s deferred compensation account.

Change-in-Control Agreements

We have an employment agreement with our CEO that provides certain payments in the event he is terminated or resigns with good reason within 24 months following achange-in-control of the Company or resigns during the 13th month following achange-in-control. We do not have employment agreements with any other executive officers, but we do havechange-in-control agreements with each of our other NEOs that provide certain benefits in the event of termination of employment or resignation for good reason within 24 months after achange-in-control.

The purpose of these agreements is to aid in retention and recruitment, encourage continued attention and dedication to assigned duties during periods involving a possiblechange-in-control of the Company and to protect the earned benefits of each NEO against adverse changes resulting from achange-in-control. When the Committee approved these agreements in prior years, it carefully reviewed the level of payments that would be paid in the event payments under the agreement were triggered and satisfied itself that the payments were reasonable in amount and designed to further the Committee’s objectives. Except for our CEO’s agreement, the agreements do not contain “tax gross up” provisions. The agreements are described in detail at “Potential Payments Upon Termination of Employment or aChange-in-Control” at page 23.

Stock Ownership Guidelines.

We recognize the importance of equity ownership in the alignment of shareholder and management interests. Our CEO is required to own common shares having a value equal to at least three times his salary and other NEOs in an amount equal to at least one times their respective salaries. Stock that is not vested or is subject to outstanding options is not considered as owned in determining an

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executive’s ownership of our common shares. Until an executive officer meets the stock ownership requirement, the officer must hold at least 60% of all stock compensation we pay him.

Our non-employee Directors are required to own our stock having a value equal to at least two times the annual cash retainer we pay Directors. Until a Director meets the stock ownership requirement, the Director must retain at least 60% of all stock compensation paid by us.

Tax Deductibility of Compensation.

Section 162(m) of the U.S. Internal Revenue Code limits the deduction we may take for executive compensation paid to an NEO to $1.0 million per year, but contains an exception for certain performance-based compensation. We have structured annual cash incentive compensation under our Senior Executive Annual Cash Bonus Plan and grants of options, awards of restricted shares, and LTIP awards under our 2004 Stock Incentive Plan to qualify as performance-based compensation. The Committee intends to continue to structure executive compensation so that payments will be fully deductible. Occasionally, however, we may make cash payments and equity awards that are not fully deductible if, in the Committee’s judgment, those payments or awards are needed to achieve our overall compensation objectives.

Conclusion

Each year the Committee reviews the total compensation package available to each of the NEOs to satisfy itself that the complete package is consistent with the Committee’s goals and objectives. The Committee also reviews the accumulated wealth that each NEO has achieved as a result of equity awards and retirement benefits provided by the Company, and the particular incentives, vesting requirements and agreements that encourage our NEOs to continue in our employment. The Committee believes our compensation processes, policies and programs for NEOs, including the processes it follows when determining the compensation of our CEO, further our compensation goals and objectives, are consistent with good corporate governance practices, effectively tie executive compensation to our performance and shareholder value, and induce our key executives to continue to render outstanding service on behalf of the Company.

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Summary Compensation Table

The following table shows for the fiscal year ended August 31, 2008 the compensation provided by the Company to its Chief Executive Officer, Chief Financial Officer and the three next most highly compensated executive officers. The five individuals identified in the Summary Compensation Table are referred to as the “Named Executive Officers” throughout this Proxy Statement.

											Change in
											Pension Value
											and Non-Qualified
									Non-Equity		Deferred
					Stock		Option		Incentive Plan		Compensation		All Other
Name and Principal			Salary		Awards		Awards		Compensation		Earnings		Compensation		Total
Position	Year		($)		($)(1)		($)(2)		($)(3)		($)(4)		($)(5)		($)
Peter C Wallace,		2008	$	628,750	$	677,525	$	258,175	$	1,538,710	$	5,987	$	207,331	$	3,316,478
President and Chief Executive Officer		2007		557,083		637,593		173,967		1,536,653		5,020		165,738		3,076,054
Christopher M. Hix,		2008	$	273,750	$	240,789	$	99,236	$	348,805	$	258	$	107,414	$	1,070,253
Vice President and Chief Financial Officer		2007		260,000		103,596		60,170		325,457		10		67,336		816,569
Saeid Rahimian,		2008	$	298,750	$	188,259	$	86,986	$	409,197	$	21,582	$	100,024	$	1,104,797
Vice President and President Fluid Management Group		2007		283,750		166,808		108,059		465,057		17,662		87,514		1,128,850
Gary L Brewer,		2008	$	269,625	$	187,606	$	86,236	$	234,174	$	274	$	79,360	$	857,275
Vice President and President Process Solutions Group		2007		259,167		46,260		47,170		306,854		58		74,483		733,991
Kevin J Brown,		2008	$	200,000	$	44,730	$	33,406	$	248,270	$	204	$	58,902	$	585,512
Controller		2007		202,750		23,975		88,072		311,400		2,297		59,610		688,104

(1)

Amounts shown in this column relate to restricted stock and performance share awards granted under the Company’s 2004 Stock Incentive Plan (which we refer to as the 2004 Plan) during fiscal 2008 and prior years. The amounts are valued based on the compensation cost recognized by the Company during fiscal 2008 under the Financial Accounting Standards Board Statement of Financial Accounting Standards No. 123 (revised 2004),Share-Based Payment(which we refer to asFAS 123-R). For further information on these awards, see the Grants of Plan-Based Awards table on page 19 of this Proxy Statement.

(2)

Amounts shown in this column relate to stock options granted under the Company’s 2004 Plan during fiscal 2008 and prior years. The amounts are valued based on the compensation cost recognized by the Company during fiscal 2008 underFAS 123-R. See Notes 1 and 10 to the Consolidated Financial Statements included in our Annual Report onForm 10-K for the year ended August 31, 2008 (our Annual Report) for a discussion of the relevant assumptions used in calculating the compensation cost underFAS 123-R. For further information on these awards, see the Grants of Plan-Based Awards table on page 19 of this Proxy Statement.

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(3) Amounts shown in this column include (i) annual cash incentive compensation paid for fiscal 2008 performance and (ii) amounts earned under our LTIP program. The methodology applied in determining these cash incentive amounts and the LTIP accruals are discussed under “Compensation Discussion and Analysis” at “Annual Cash Incentive Compensation” and “Accrued Earnings Under Fiscal 2006 and 2007 Long-Term Incentive Plan Awards” on page 13 and page 14 of this Proxy Statement. Amounts earned under the annual cash incentive program and accruals under LTIP program for fiscal 2008 and 2007 were:

			Annual Cash
			Incentive		Accrual Under
Name	Fiscal Year		Compensation		LTIP Awards		Total
Mr. Wallace		2008	$	838,676	$	700,034	$	1,538,710
		2007		628,320		908,333		1,536,653
Mr. Hix		2008		242,138		106,667		348,805
		2007		218,790		106,667		325,457
Mr. Rahimian		2008		195,863		213,334		409,197
		2007		196,223		268,834		465,057
Mr. Brewer		2008		127,507		106,667		234,174
		2007		200,187		106,667		306,854
Mr. Brown		2008		123,270		125,000		248,270
		2007		130,900		180,500		311,400

(4)

Amounts shown in this column include (i) the aggregate of the increase in actuarial values of each of the Named Executive Officer’s benefits under our Pension Plan and Supplemental Pension Plan and (ii) above market earnings on Non-Qualified Deferred Compensation. For fiscal 2008, the aggregate increase in actuarial values and above market earnings, respectively, for each of the Named Executive Officers was as follows: Mr. Wallace — $4,924 and $1,063; Mr. Hix — $0 and $258; Mr. Rahimian — $21,159 and $423; Mr. Brewer — $0 and $274; and Mr. Brown — a $16,086 decrease which is not included in the table and $204.

(5)

Amounts shown in this column for fiscal 2008 include for each executive officer the items listed in the following table. For those items which are perquisites we include the incremental costs to the Company of providing the perquisites, and we value perquisites based on the amount we actually paid to the third party to obtain the perquisite for the executive.

Items Included in “All Other
Compensation” for Fiscal 2008	Mr. Wallace		Mr. Hix		Mr. Rahimian		Mr. Brewer		Mr. Brown
Company contribution to Executive Supplemental Retirement Plan	$	140,618	$	44,964	$	42,836	$	33,051	$	25,577
Company contribution to 401(k) Employee Savings Plan		13,800		13,800		13,800		11,795		13,500
Perquisites or Personal Benefits		52,913		48,650		43,388		34,514		19,825

The following table identifies the perquisites or personal benefits that were made available and utilized by each Named Executive Officer in fiscal 2008. Such benefits differ among Named Executive Officers depending on employment classification, location, and, with respect to certain benefits, whether the Named Executive Officer chose to utilize them in fiscal 2008.

Items Included in Perquisites or Personal Benefits	Mr. Wallace		Mr. Hix		Mr. Rahimian		Mr. Brewer		Mr. Brown
Financial planning program		X		X		X		X
Car allowance		X		X		X		X		X
Reimbursement for club membership		X		X		X
Supplemental disability insurance premiums		X		X		X		X		X
Life insurance premiums		X		X		X		X		X
Long-term care insurance premiums		X		X		X		X		X

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Grants of Plan-Based Awards in Fiscal 2008

		Estimated Future Payouts						Estimated Future Payouts
		Under Non-Equity						Under Equity						All Other Stock:		All Other Option
		Incentive Plan Awards						Incentive Plan Awards						Awards: Number of		Awards: Number of		Exercise or Base		Grant Date Fair
														Shares of Stock or		Securities		Price of Option		Value of Stock and
		Threshold		Target		Maximum		Threshold		Target		Maximum		Units		Underlying Options		Awards		Option Awards
Name	Grant Date	($)		($)		($)		(#)		(#)		(#)		(#)		(#)		($/Sh)		($)(5)
Mr. Wallace	10/5/07 Bonus plan(1)	$	238,175	$	476,250	$	952,500
	10/5/07 LTIP(2)								5,313		10,624		15,936
	Restricted stock(3)														9,214					$	273,886
	Options(4)																41,154	$	29.72		525,125
Mr. Hix	10/5/07 Bonus plan(1)	$	68,750	$	137,500	$	275,000
	10/5/07 LTIP(2)								1,329		2,658		3,987
	Restricted stock(3)														2,302					$	68,427
	Options(4)																10,288	$	29.72		131,275
Mr. Rahimian	10/5/07 Bonus plan(1)	$	75,000	$	150,000	$	300,000
	10/5/07 LTIP(2)								1,329		2,658		3,987
	Restricted stock(3)														2,302					$	68,427
	Options(4)																10,288	$	29.72		131,275
Mr. Brewer	10/5/07 Bonus plan(1)	$	67,625	$	135,250	$	270,500
	10/5/07 LTIP(2)								1,329		2,658		3,987
	Restricted stock(3)														2,302					$	68,427
	Options(4)																10,288	$	29.72		131,275
Mr. Brown	10/5/07 Bonus plan(1)	$	35,000	$	70,000	$	140,000
	10/5/07 LTIP(2)								199		398		597
	Restricted stock(3)														346					$	10,285
	Options(4)																1,544	$	29.72		19,701

(1)	Represents the target bonus set for fiscal 2008 under our annual cash incentive compensation program. The actual cash bonus of each Named Executive Officer for his 2008 performance is reported as Non-Equity Incentive Plan Compensation above in the Summary Compensation Table.
(2)	Represents the fiscal 2008 performance share award under the LTIP plan. The methodology applied in determining these awards and how they are earned is discussed under “Compensation Discussion and Analysis” at “Fiscal 2008 Performance Share Awards” on page 14 of this Proxy Statement.
(3)	Represents a restricted stock award on October 5, 2007 under the 2004 Plan. The shares vest in equal installments over athree-year period.
(4)	Represents an option award on October 5, 2007 under the 2004 Plan. Options have a ten-year term, become exercisable ratably over a three-year period, and have an option exercise price equal to the closing price of a common share on the date of grant.
(5)	Represents the grant date fair value underFAS 123-R of restricted stock and stock options awarded under our 2004 Plan during fiscal 2008.

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Outstanding Equity Awards At August 31, 2008

			Option Awards(1)						Stock Awards
	Number of		Number of
	Securities		Securities
	Underlying		Underlying		Option				Number of Shares or		Market Value of
	Unexercised		Unexercised		Exercise		Option		Units of Stock That		Shares or Units of
	Options (#)		Options (#)		Price		Expiration		Have not Vested		Stock That have
Name	Exercisable		Unexercisable		$		Date		(#)(2)		Not Vested ($)(3)
Mr. Wallace		26,667		13,333	$	10.79		10/6/2015		57,687	$	2,587,262
		11,334		22,666	$	15.25		10/4/2016
				41,154	$	29.73		10/5/2017
Mr. Hix		8,332		8,333	$	13.20		8/1/2016		11,733	$	526,225
				6,268	$	15.25		10/4/2016
				10,288	$	29.73		10/5/2017
Mr. Rahimian		16,667		8,333	$	10.79		10/6/2015		18,601	$	834,255
		3,134		6,266	$	15.25		10/4/2016
				10,288	$	29.73		10/5/2017
Mr. Brewer				8,330	$	10.56		2/20/2016		11,733	$	526,225
				6,268	$	15.25		10/4/2016
				10,288	$	29.73		10/5/2017
Mr. Brown		10,000			$	12.63		6/22/2009		9,604	$	430,739
		30,000			$	13.88		6/27/2010
		35,000			$	12.59		6/26/2011
		50,000			$	10.89		6/25/2012
		13,334		6,666	$	10.79		10/6/2015
				1,544	$	29.73		10/5/2017

(1) Each option listed in the table has a ten-year term and was granted on the same day and in the same month as its expiration date, but 10 years earlier. All options become exercisable with respect to one-third of the shares on the first annual anniversary date of their grant, two-thirds of the shares on the second anniversary, and 100% of the shares on the third anniversary.

(2) The restricted shares listed in this column vest as follows:

Mr. Wallace — 5,000(10/4/2008); 5,000(10/4/2009); 3,072(10/5/2008); 3,071(10/5/2009);3,071 (10/5/2010); 22,537(8/31/09); and 15,936 (8/31/2010);

Mr. Hix — 1,333(10/4/2008); 2,778(8/1/2009); 1,333(10/4/2009); 768(10/5/2008); 767(10/5/2009);767 (10/5/2010) and 3,987 (8/31/2010);

Mr. Rahimian — 1,333(10/4/2008); 2,778(10/6/2008); 6,868(8/31/2009) 1,333(10/4/2009); 768(10/5/2008); 767(10/5/2009); 767(10/5/2010) and 3,987 (8/31/2010);

Mr. Brewer — 1,333(10/4/2008); 2,778 (2/20/2008); 1,333(10/4/2009); 768(10/5/2008);767 (10/5/2009); 767(10/5/2010) and 3,987 (8/31/2010).

Mr. Brown — 116(10/5/2008); 2,222(10/6/2008); 6,439(8/31/2009); 115(10/5/2009); 115(10/5/2010); and 597(10/5/2010).

(3) Market value of shares is the number of shares that have not vested times our closing price per share of $44.85 on August 31, 2008.

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Option Exercises and Stock Vested in Fiscal 2008

	Option Awards				Stock Awards
	Number of Shares
	Acquired on				Number of Shares
	Exercise		Value Realized on		Acquired on Vesting		Value Realized on
Name	(#)		Exercise ($)(1)		(#)(2)		Vesting ($)
Mr. Wallace		60,000	$	1,736,400		57,982	$	2,904,458
Mr. Hix		11,464	$	378,999		7,900	$	377,641
Mr. Rahimian		95,000	$	3,040,650		18,686	$	908,823
Mr. Brewer		19,802	$	740,955		4,112	$	96,466
Mr. Brown		82,000	$	2,212,300		16,796	$	854,113

(1)	Represents the excess of the market price of a common share on the date of exercise of the option in fiscal 2008 over the option exercise price times the number of shares acquired upon exercise of the option.
(2)	Represents the vesting in fiscal 2008 of restricted stock awarded under our 2004 Plan in prior years.

Post-Employment (Retirement) Compensation

The Company has two active retirement plans for Named Executive Officers:

•  A qualified 401(k) Employee Savings Plan which we refer to as the 401(k) Plan.

•  A nonqualified, defined contribution plan which we refer to as the Executive Supplemental Retirement Plan.

The Company has two inactive retirement plans from which benefits are still payable, but under which no additional benefits are being earned (other than earnings credits as described below):

•  A qualified defined benefit pension plan which we refer to as the Prior Pension Plan.

•  A nonqualified supplemental plan which we refer to as the Prior Supplemental Pension Plan.

Pension Benefits

The Company has no active defined benefit pension plans covering executive officers. Messrs. Brown, Rahimian, and Wallace are the only Named Executive Officers that participated in the inactive defined benefit pension plans. The following table provides information concerning these inactive defined benefit pension plans.

	Pension Benefits
		Number of Years		Present Value of		Payments During
		Credited Service		Accumulated		Last Fiscal Year
	Plan Name	(#)		Benefit($)		($)
Mr. Wallace	Prior Pension Plan		2.3	$	27,475		0
	Prior Supplemental Pension Plan		2.9		58,456		0
Mr. Rahimian	Prior Pension Plan		20.1		239,869		0
	Prior Supplemental Pension Plan		20.1		56,245		0
Mr. Brown	Prior Pension Plan		10.3		120,225		0
	Prior Supplemental Pension Plan		10.3		84,497		0

(1) The Prior Pension Plan was for officers and other salaried employees and was “frozen” on December 31, 2005. Retirement benefits for Messrs. Rahimian and Wallace under the Prior Pension Plan are calculated on a “cash balance” benefit formula basis. Under the cash balance benefit formula, each year a percentage of the employee’s compensation (5% if less than 15 years of service; 6.5% if 15 or more years of service) was credited to the

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employee’s cash balance account. For certain individuals including Mr. Rahimian, the pay credits were doubled to 10% and 13%, respectively, until December 31, 2005. Effective December 31, 2005, the Prior Pension Plan was “frozen” in that no future pay credits are credited to any participant’s account. Each account is also credited annually with interest. The interest credits continue to apply even though there are no more pay credits. Interest is credited quarterly and is the greater of (1) the average of the U.S. Government One-Year Treasury Constant Maturities for the last business day of the 12 months ending August preceding the plan year, rounded to the next highest quarter percent and (2) 3.5%. Upon retirement, the employee may receive benefits in the form of a lump sum payment equal to the employee’s cash balance account or a monthly annuity equal to the actuarial equivalent of the cash balance account. Mr. Brown’s retirement benefits under the plan are calculated on a “final average earnings” formula basis. For him, the Company calculates retirement benefits under the Prior Pension Plan on the basis of his average annual compensation for the five highest years during his last ten years of employment with reductions for credited years of service less than 35. Compensation for the purpose of calculating retirement benefits includes salary and bonuses (exclusive of deferred incentive compensation). The maximum annual retirement benefit that the Company can pay under the Pension Plan to any participant as a result of limitations imposed under the Internal Revenue Code is presently $185,000. The Prior Supplemental Pension Plan provides supplemental retirement benefits for Messrs. Wallace, Brown, and Rahimian. The supplemental retirement benefit is equal to the excess of (i) the benefit that would have been payable to the employee under the Prior Pension Plan without regard to certain annual retirement income and pay limitations imposed by federal law over (ii) the benefit payable to the employee under the Prior Pension Plan. The Prior Supplemental Pension Plan also provides in the case of Messrs. Wallace and Rahimian that the employee’s cash balance account at retirement would be multiplied by 150% and 130%, respectively. The estimated annual benefits payable at normal retirement (age 65) in the form of an annuity to Messrs. Wallace and Rahimian are $9,400 and $63,400, respectively. In making these estimates, the assumptions applied to the “frozen” 12/31/2005 account balance were (i) that the interest rate for all years is 4.0%, which was the rate used for the 2005 plan year and (ii) that the projected cash balance account at normal retirement age (after applying the multiplier in effect for participants in the Prior Supplemental Pension Plan) was converted to an annuity using an interest rate of 5.50% and the 1994 Group Annuity Reserve Table for Males and Females as published in Revenue Ruling2001-62. The estimated annual benefit payable at normal retirement age in the form of an annuity to Mr. Brown is $29,800.

(2)	No Named Executive Officer is eligible for early retirement under any retirement plan of the Company.
(3)	Other assumptions not explicitly mentioned are the same as those assumptions used for financial reporting. Please refer to Note 8 to our Consolidated Financial Statements for the year ended August 31, 2008 included in our Annual Report for more information on those assumptions.

Nonqualified Deferred Compensation

The only active retirement plan that the Company maintains for the Named Executive Officers (other than the 401(k) Plan), is the Executive Supplemental Retirement Plan which was established in fiscal 2006. The following table provides information concerning the Executive Supplemental Retirement Plan.

	Nonqualified Deferred Compensation(1)
	Executive		Registrant				Aggregate
	Contributions in		Contributions in		Aggregate Earnings		Withdrawals/		Aggregate Balance
	Last FY		Last FY		in Last FY		Distributions		at Last FYE
Name	($)		($)(2)		($)(3)		($)		($)
Mr. Wallace		0	$	140,618	$	12,403		0	$	330,203
Mr. Hix		0		44,964		3,014		0		91,034
Mr. Rahimian		0		42,836		4,925		0		118,123
Mr. Brewer		0		33,051		3,195		0		81,892
Mr. Brown		0		25,577		3,534		0		79,596

(1) As described in footnote (1) to the Pension Benefits table, above, the Company “froze,” as of December 31, 2005, all of the plans that provided retirement benefits to the Named Executive Officers and adopted the Executive Supplemental Retirement Plan. This plan is an unfunded defined contribution plan under which the Company annually credits an amount equal to 10% of the participant’s salary and annual bonus to the participant’s deferred compensation account. The amount credited under the plan, however, is reduced by certain amounts the Company credits to the participant’s account for the same fiscal year under the 401(k) Plan. The Company also credits interest at a rate of seven percent per annum on the amounts credited to the participant’s deferred compensation account. The Company will distribute the aggregate balance in the participant’s

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	deferred compensation account to him on the first day of 14th month after the later of the participant’s retirement from the Company or attaining age 60. A participant may elect up to 12 months before such lump sum payment date to be paid in equal annual installments over 15 years or less, but the first installment payment may not be made until five years after such lump sum payment date. Upon termination of employment, a participant forfeits his benefits under the plan if he has less than five years of service with the Company unless the reason for termination was disability or death.
(2)	Amounts in this column are included in the “All Other Compensation” column of the Summary Compensation Table.
(3)	For each Named Executive Officer, only 8.6% of the amounts listed in this column (which represented above-market earnings) were included in the Summary Compensation Table. See Summary Compensation Table at footnote (4) for additional information.

Potential Payments Upon Termination of Employment or aChange-in-Control

Payments and benefits received by Named Executive Officers upon termination or achange-in-control are governed by the arrangements described below and quantified in the tables at the end of this section. The amounts shown in the tables assume the termination of employment and change of control occurred on August 31, 2008, the last day of fiscal 2008 (based on the executive’s compensation and service levels at such date and the closing stock price of our common shares on August 31, 2008 of $44.85 per share). The actual amounts to be paid out can only be determined at the time of the Named Executive Officer’s departure from the Company.

Prior Pension Plan and Prior Supplemental Pension Plan

Named Executive Officers who are terminated for any reason receive their vested benefits under the Prior Pension Plan and the Prior Supplemental Pension Plan as discussed in the “Pension Benefits” section, above.

Executive Supplemental Retirement Plan and 401(k) Plan

Named Executive Officers who are terminated for any reason other than cause receive their vested aggregate account balance as discussed in the “Nonqualified Deferred Compensation” section. They would also receive their aggregate account balance under the 401(k) Plan.

Life Insurance and Disability

We have life insurance and disability insurance programs that would provide Named Executive Officers or their beneficiaries certain payments in the event the executive’s employment were terminated due to death or disability.

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Stock Compensation Plans

Under the Company’s stock plans (meaning our 1994 Plan, 1999 Plan and 2004 Plan), unvested equity awards (or in the case of options, unexercisable options) are treated as follows:

Nature of Termination	Restricted Stock Awards	Stock Options
Voluntary (other than Retirement)	Forfeit	Forfeit unexercisable; vested exercisable for 30 days
Involuntary for Cause	Forfeit	Forfeit
Involuntary without Cause	Forfeit	Forfeit unexercisable; vested exercisable for 30 days
Early Retirement and Normal Retirement	Forfeit	All become exercisable - for one year (early retirement) and three years (normal retirement)
Death and Disability	Fully vest	All become exercisable for three years
Change of Control	Fully vest	Fully vest

Employment Agreement with Mr. Wallace andChange-in-Control Agreements With Other Named Executive Officers

We have entered into an employment agreement with Mr. Wallace andchange-in-control agreements with each of the other Named Executive Officers.

Thechange-in-control agreements with Messrs. Hix, Rahimian, Brewer and Brown expire on June 30, 2010. The agreements, however, automatically renew each year for an additional year unless at least 60 days prior to the scheduled renewal date, we advise the executive that the agreement will not be extended for an additional year in which case the agreement would continue for the one year period remaining in the current term.

Thechange-in-control agreements provide that if the executive is terminated by us other than for cause or disability or if the executive elects to terminate employment for good reason within two years following achange-in-control, the executive will be entitled to certain payments and benefits listed in the“Change-in-Control Agreement” table, below.

For purposes of thechange-in-control agreements and Mr. Wallace’s employment agreement,“change-in-control” means:

•  a person, other than M.H.M. & Co., Ltd. and its affiliates, becomes the owner of more than 25% of our voting shares;

•  change in a majority of the incumbent directors (including directors approved by a majority of the incumbent Directors) within a two-year period;

•  certain reorganizations, mergers, combinations and other transactions that result in our existing shareholders not owning at least 60% of the company resulting from the transaction; or

•  the complete liquidation of the Company or the sale of substantially all of our assets.

For purposes of thechange-in-control agreements and Mr. Wallace’s employment agreement, “good reason” means:

•  material diminishment in executive’s duties or responsibilities that reflect a material diminution of the scope and importance of executive’s position;

•  decrease in base salary or target annual bonus;

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•  material reduction in benefits available under employee and officer benefit plans and programs; or

•  failure to bind our successors to honor thechange-in-control agreement.

The following table sets forth the payments and benefits that could be due to a Named Executive Officer (other than Mr. Wallace) upon the occurrence of achange-in-control of the Company on August 31, 2008. Other than thechange-in-control agreements, we do not have any severance plans or agreements covering the Named Executive Officers included in the table, except that six-months salary severance payments would be due to Mr. Hix if he were terminated without cause prior to August 1, 2009.

	Change-in-Control Agreements
Change-in-Control
Occurs and
then the		Mr. Hix		Mr. Rahimian		Mr. Brewer		Mr. Brown
Following Occurs	Compensation Component	Payout		Payout		Payout		Payout
Employment Continues	Unexercisable options become exercisable(1)	$	604,881	$	624,851	$	626,665	$	250,389
	Immediate vesting of restricted stock(2)		526,225		834,255		526,225		430,739
	LTIP Awards Vest(3)		266,665		266,665		266,665		62,500
	Immediate vesting of retirement benefits(4)		91,034		0		81,892		0
	Total	$	1,488,805	$	1,725,771	$	1,501,447	$	743,628
Termination Due to Disability or Death(6)	Prorated target annual bonus(5)		0		0		0		0
	Prorated target annual bonus(5)		0		0		0		0
Termination without Cause by	1.5 times base salary		412,500		450,000		405,750		300,000
the Company or	1.5 times average annual bonus for
Termination by	last 3 years		345,696		290,812		245,770		202,577
Executive for Good Reason(6)
	18 months of health and welfare benefits		22,298		23,301		21,958		22,298
	Total	$	780,494	$	764,113	$	673,478	$	524,875
Termination for Cause by the Company or Termination by Executive without Good Reason(6)	No special payments or benefits		0		0		0		0

(1)	Represents the excess of the closing price of our shares of $44.85 on August 31, 2008 over the option exercise price of options that became exercisable due to the occurrence of achange-in-control.
(2)	Represents the value of restricted shares that vested on account of achange-in-control, using the $44.85 per share closing price on August 31, 2008.
(3)	Long-Term Incentive Award made in October 2006 vests to the extent it has been earned in fiscal 2007 and 2008, plus the target amount for fiscal 2009 and is paid out in cash. Long-Term Incentive Award made in October 2007 to the extent it has been earned as performance shares is paid out as common shares.
(4)	Retirement benefits under the Executive Supplemental Retirement Plan normally vest after five years of service. At August 31, 2008, Messrs. Hix and Brewer each had less than five years of service.
(5)	Chart assumes termination at end of fiscal 2008 at which time the bonus for fiscal 2008 would have been fully earned. At any other time, there would be a prorated annual bonus paid at target as set under the Senior Executive Annual Cash Bonus Plan.
(6)	The amount listed would be in addition to the amounts listed in the row entitled “Employment Continues.”

We entered into an employment agreement with Mr. Wallace on June 28, 2006 which expires on June 30, 2010. The agreement, however, automatically renews each year for an additional year unless

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at least 60 days prior to the scheduled renewal date, we or Mr. Wallace elect not to extend the agreement for an additional year in which case the agreement would continue for the one-year period remaining in the current term. The following table sets forth the payments and benefits that would be due to Mr. Wallace under the agreement in the event of achange-in-control of the Company on August 31, 2008 or his termination of employment both before and after achange-in-control of the Company.

		Mr. Wallace
Triggering Event	Compensation Component	Payout
Termination Due to Death or Disability	Prorated target bonus(1)		0
Termination without Cause by the	Severance payments for 22 months		1,164,167
Company or Termination by Executive	Prorated target annual bonus(1)		0
for Good Reason	Unexercisable options become exercisable(2)		1,747,549
	Immediate vesting of restricted stock(3)		2,587,262
	24 months of health and welfare benefits		20,911
	Total	$	5,519,889
Change-in-Control —	Unexercisable options become exercisable(2)		1,747,549
Employment Continues	Immediate vesting of restricted stock(3)		2,587,262
	LTIP Awards Vest(4)		933,326
	Immediate vesting at retirement benefits(5)		330,203
	Total	$	5,598,340
Change-in-Control —	Prorated target annual bonus(1)		0
Termination without Cause by the	3.0 times base salary		1,875,000
Company or Termination by Executive	3.0 times average annual bonus for last 3 years		1,920,596
for Good Reason(6)	24 months of health and welfare benefits		20,911
	Gross up payment for any excise tax		1,894,203
	Total	$	5,710,710
Change-in-Control —	Prorated target annual bonus(1)		0
Termination by Executive in the 13th	2.0 times base salary		1,250,000
month following a	2.0 times average annual bonus for last 3 years		1,280,398
Change-in-Control(6)	24 months of health and welfare benefits		20,911
	Gross up payment for any excise tax		0
	Total	$	2,551,309
Change-in-Control-Termination for Cause by the Company or Termination by Executive without Good Reason other than in the 13th month following aChange-in-Control(6)	No special payments or benefits

(1)	Chart assumes termination at end of fiscal 2008 at which time the bonus for fiscal 2008 would have been fully earned. At any other time, there would be a prorated annual bonus paid.
(2)	Represents the excess of the closing price of our shares of $44.85 on August 31, 2008 over the option exercise price of options that became exercisable due to the occurrence of achange-in-control.
(3)	Represents the value of restricted shares that vested on account of achange-in-control, using the $44.85 per share closing price on August 31, 2008.
(4)	Long-Term Incentive Award made in October 2006 vests to the extent earned in fiscal 2007 and 2008 plus the target amount for fiscal 2009 and is paid out in cash. Long-Term Incentive Award made in October 2007 to the extent it has been earned as performance shares is paid out as common shares.
(5)	Retirement benefits under the Executive Supplemental Retirement Plan normally vest after five years of service. At August 31, 2008, Mr. Wallace had four years of service.
(6)	The amount listed would be in addition to the amount listed in the row entitled“Change-in-Control-Employment Continues.”

Thechange-in-control agreements and Mr. Wallace’s employment agreement each provide that the executive will maintain the confidentiality of the Company’s confidential information indefinitely and for one year after termination of employment for any reason will not compete with the Company or solicit employees to leave the Company and join another organization.

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DIRECTOR COMPENSATION

Directors who are not employees of the Company receive the compensation listed in the following table for services as a Director. The information set forth in the table describes director compensation as in effect during fiscal 2008.

Non-Employee Director
Compensation	Amount
Annual Cash Retainer	$32,000
Annual Restricted Stock Award(1)	$40,000 in Shares Vest After One Year of Service
Meeting Attendance Fees	Board — $1,500; Committee — $1,000(2)
Chair of Audit Committee	Additional $10,000 Retainer
Chair of Compensation Committee	Additional $7,500 Retainer
Chair of Nominating and Governance Committee	Additional $7,500 Retainer
Board Chair	$100,000 in lieu of Retainers and Meeting Fees

(1)	Awards are made under the 2004 Stock Incentive Plan on the date of each annual meeting of shareholders.
(2)	If meeting is telephonic, fees are 50% of amount stated.

Our non-employee Directors are required to own our stock having a value equal to at least two times the annual cash retainer we pay Directors. Until a Director meets the stock ownership requirement, the Director must retain at least 60% of all stock compensation paid by us.

The following table provides additional information on fiscal 2008 compensation for non-employee Directors who served during fiscal 2008. Mr. Giromini began serving as a Director on October 29, 2008.

	Director Compensation Table
	Fees Earned or		Stock
	Paid in Cash		Awards
Name	($)(1)		($)(2)		Total($)
Daniel W. Duval		$48,750		$40,000		$88,750
David T. Gibbons		53,500		40,000		93,500
Stephen F. Kirk		48,000		40,000		88,000
Andrew G. Lampereur		45,750		40,000		85,750
Thomas P. Loftis		100,000		40,000		140,000
Dale L. Medford		58,500		40,000		98,500

(1)	Consists of the cash amounts described in the preceding table.
(2)	The amounts are valued based on the compensation cost recognized by the Company underFAS 123-R. The grant date fair value of the restricted stock awards granted to each of the directors in fiscal 2008 underFAS 123-R was $40,000.

REPORT OF THE AUDIT COMMITTEE OF THE BOARD

The Audit Committee is comprised of three members of the Company’s Board of Directors. Each member of the Audit Committee is “independent.” See “Governance of the Company and Board Matters.” The duties and responsibilities of the Audit Committee are set forth in the Audit Committee Charter, a copy of the Charter is available at the Company’s website. The Audit Committee, among other things, (i) recommends to the Board that the audited financial statements be included in the Company’s Annual Report onForm 10-K and (ii) appoints, subject to ratification by shareholders, the independent auditors to audit the books and records of the Company.

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The Audit Committee has (i) reviewed and discussed the Company’s audited financial statements for the fiscal year ended August 31, 2008 with the Company’s management and with the Company’s independent auditors; (ii) discussed with the Company’s independent auditors the matters required to be discussed by Auditing Standards No. 61, as amended (AICPA, Professional Standards, Vol. 1, AU Section 380); and (iii) received and discussed the written disclosures and the letter from the Company’s independent auditors required by the Public Accounting Oversight Board (Independence discussions with Audit Committees). Based on such review and discussions with management and the independent auditors, the Committee recommended to the Board of Directors that the audited financial statements be included in the Company’s Annual Report onForm 10-K for the fiscal year ended August 31, 2008 for filing with the U.S. Securities and Exchange Commission.

THE AUDIT COMMITTEE

  Dale L. Medford, Chairman

  Stephen F. Kirk

  Andrew G. Lampereur

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APPOINTMENT OF INDEPENDENT AUDITORS

Ernst & Young LLP served as the Company’s independent auditors during the fiscal year ended August 31, 2008. A representative of Ernst & Young LLP is expected to be present at the Annual Meeting with the opportunity to make a statement if he desires to do so and to respond to appropriate questions from shareholders.

The following table sets forth the aggregate fees for services provided by Ernst & Young LLP related to fiscal years 2008 and 2007 and for other services billed in the most recent two fiscal years:

Fees	Fiscal 2008		Fiscal 2007
Audit(1)	$	2,121,800	$	2,871,600
Audit-Related(2)		150,600		96,600
Tax(3)		80,600		224,100
All Other(4)		-0-		-0-
Total	$	2,353,000	$	3,192,300

(1)	For services rendered for the audits of the consolidated financial statements of the Company, audit of internal control over financial reporting, as well as statutory audits, review of financial statements included inForm 10-Q reports, issuance of consents, and assistance with review of documents filed with the Securities and Exchange Commission.
(2)	For services related to employee benefit plan audits.
(3)	For services related to tax compliance, tax return preparation, and tax assistance.
(4)	There were no other fees incurred for fiscal 2008 and 2007.

In appointing Ernst & Young LLP to serve as the Company’s independent auditors for fiscal 2008, the Audit Committee reviewed past services performed during fiscal 2007 and services proposed to be performed during fiscal 2008. In appointing Ernst & Young LLP, the Audit Committee carefully considered the impact of such services on Ernst & Young LLP’s independence. The Audit Committee has determined that the performance of such services did not affect the independence of Ernst & Young LLP. Ernst & Young LLP has advised the Company that Ernst & Young LLP is in compliance with all rules, standards and policies of the Independence Standards Board and the Securities and Exchange Commission governing auditor independence.

The Audit Committee has adopted policies and procedures that require the pre-approval of all audit, audit-related, tax and other services rendered by the Company’s independent auditors. Under the policy, an auditor services schedule is prepared at the beginning of each year that describes each type of service to be provided by the independent auditors and the projected fees for each such service. The Audit Committee reviews and approves in advance, as appropriate, each service listed on the auditor services schedule and the projected fees for each such service. On a periodic basis, the independent auditors report to the Audit Committee the actual spending for specified services compared with the approved amounts. Projected fee amounts listed on the auditor services schedule may be updated, as appropriate in the Audit Committee’s discretion, at each regularly scheduled meeting of the Audit Committee. The Audit Committee may also pre-approve particular services on acase-by-case basis. The policy allows the Audit Committee to delegate pre-approval authority to one or more members of the Audit Committee. Any decisions made by the designated pre-approval member are reported, for informational purposes only, to the full Audit Committee at its next meeting.

Subject to ratification by the shareholders, the Audit Committee of the Board has selected Ernst & Young LLP as independent auditors for the Company for the fiscal year ending August 31, 2009.The Board recommends a vote “FOR” the proposal to ratify such selection.In the event shareholders do not approve the selection of Ernst & Young LLP, the Board will seek to determine from shareholders the principal reasons Ernst & Young LLP was not approved, evaluate such reasons, and consider whether, in view of the circumstances, a different firm of independent auditors should be selected for fiscal 2009.

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OTHER MATTERS

The Board of Directors does not know of any matters to be presented at the meeting other than those mentioned above. However, if other matters should properly come before the meeting, or any adjournment thereof, it is intended that the Board’s proxy agents will vote the proxies in their discretion.

The Company will bear the cost of soliciting proxies. In addition to the use of the mails, certain officers, directors, and regular employees of the Company may solicit proxies by telephone or personal interview. The Company will request brokerage houses, banks and other persons to forward proxy material to the beneficial owners of shares held of record by such persons.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires directors and executive officers of the Company and owners of more than 10% of the Company’s common shares to file an initial ownership report with the Securities and Exchange Commission and follow up reports listing any subsequent change in their ownership of common shares. The Company believes, based on information provided to the Company by the persons required to file such reports, that all filing requirements applicable to such persons during the period from September 1, 2007 through August 31, 2008 were met.

SHAREHOLDER PROPOSALS

The Annual Meeting of Shareholders for the fiscal year ending August 31, 2009 is presently scheduled to be held on January 6, 2010. If you intend to submit a proposal for inclusion in the Company’s proxy statement and form of proxy for the Annual Meeting of Shareholders to be held on January 6, 2010, the Company must receive the proposal at 51 Plum Street, Suite 260, Dayton, Ohio 45440, Attention: Corporate Secretary, on or before August 8, 2009.

For any proposal that is not submitted for inclusion in next year’s proxy statement, but is instead sought to be presented directly by a shareholder at the Annual Meeting to be held on January 6, 2010, management will be able to vote proxies in its discretion if the Company: (i) receives notice of the proposal before the close of business on November 26, 2009 and advises shareholders in the proxy statement for the meeting about the nature of the matter and how management intends to vote on such matter or (ii) does not receive notice of the proposal before the close of business on November 26, 2009.

The Company’s Code of Regulations, which is available upon request to the Corporate Secretary, provides that nominations for Director may only be made by the Board of Directors (or an authorized Board committee) or a shareholder entitled to vote who sends notice of the nomination to the Corporate Secretary not fewer than 50 days nor more than 75 days prior to the meeting date. Such notice is required to contain certain information specified in the Company’s Code of Regulations. For a nominee of a shareholder to be eligible for election at the Annual Meeting to be held on January 6, 2010, the shareholder’s notice of nomination must be received by the Corporate Secretary between October 22, 2009 and November 17, 2009. This advance notice period is intended to allow all shareholders to have an opportunity to consider nominees expected to be considered at the meeting.

All submissions to, or requests from, the Corporate Secretary should be sent to Robbins & Myers, Inc., 51 Plum Street, Suite 260, Dayton, Ohio 45440

By Order of the Board of Directors,

Joseph M. Rigot

Secretary

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Appendix A

ROBBINS & MYERS, INC.

Standards For Assessing Director Independence

A majority of the members of the Board of Directors of Robbins & Myers, Inc. (the “Company”) shall be “independent” within the meaning of the listing standards of the New York Stock Exchange (the “NYSE”).

The Board of Directors shall annually determine those of its members that are independent. This determination shall be disclosed in the proxy statement for each meeting of shareholders of the Company at which directors are to be elected. A Director will be deemed “independent” if the Board has affirmatively determined that the Director has no material relationship with the Company or its affiliates or any member of the senior management of the Company. In making this determination, the Board shall apply the following standards (the “Standards”). For purposes of applying the Standards, “Company” shall include any parent or subsidiary in a consolidated group with the Company.

A. A Director who is an employee, or whose immediate family member is an executive officer, of the Company may not be deemed independent until three years after the end of such employment relationship. Employment as an interim Chairman or Chief Executive Officer will not disqualify a Director from being considered independent following that employment.

B. A Director who receives, or whose immediate family member receives, more than $120,000 per year in direct compensation from the Company, other than director and committee fees and pension or other forms of deferred compensation for prior service (provided such compensation is not contingent in any way on continued service), may not be deemed independent until three years after he or she ceases to receive more than $120,000 in compensation. Compensation received by a Director for former service as an interim Chairman or Chief Executive Officer and compensation received by an immediate family member for service as a non-executive employee of the Company will not be considered in determining independence under this test.

C. A Director who is a partner of or employed by, or whose immediate family member is a partner of or an employee who personally works or worked on the Company’s audit by, a present or former internal or external auditor of the Company may not be deemed independent until three years after the end of the affiliation or the employment or auditing relationship.

D. A Director who is employed, or whose immediate family member is employed, as an executive officer of another company where any of the Company’s current executive officers serve on that company’s compensation committee may not be deemed independent until three years after the end of such service or the employment relationship.

E. A Director who is an executive officer, general partner or employee, or whose immediate family member is an executive officer or general partner, of an entity that makes payments to, or receives payments from, the Company for property or services in an amount which, in any single calendar year, exceeds the greater of $1 million or 2% of such other entity’s consolidated gross revenues, may not be deemed independent until three years after falling below that threshold.

F. A Director who is, or whose immediate family member is, an executive officer of a tax-exempt entity that receives significant contributions (i.e., more than 2% of the annual gross revenues received by the entity or more than $1,000,000 in a calendar year, whichever amount is greater) from the Company or any of its affiliates may not be deemed independent, unless the contribution was approved in advance by the Board of Directors.

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G. It would not be considered a material relationship with the Company that would impair a Director’s independence if, in any year within the preceding three years:

(1) A Director of the Company served as an executive officer of another company that was indebted to the Company, or to which the Company was indebted, and the amount of either company’s indebtedness to the other at the end of the year was less than 5% of the total consolidated assets of the Company or of the company the Director serves as an executive officer.

(2) A Director had a relationship with the Company or management of the Company that (i) was not covered by Paragraph A through G(1), above; (ii) all relevant facts concerning the relationship were disclosed to the Independent Directors, and (iii) the Independent Directors as a group determined that the relationship was not a material relationship with the Company or management of the Company.

H. In addition to the Standards applicable to Directors generally, Audit Committee members may not accept, directly or indirectly, any consulting, advisory, or compensatory fee from the Company other than Director fees and any regular benefits that other Directors receive for services on the Board or Board committees. For purposes of this paragraph, prohibited indirect payments include payments received by an Audit Committee member’s spouse, minor children or stepchildren, or children or stepchildren sharing a home with the Director, as well as payments received by an entity in which the Director is a partner, member, managing director, executive officer or in which the Director holds a similar position, which entity provides accounting, consulting, legal, investment banking or financial advisory services to the Company. In addition, no Audit Committee member can be an “affiliated person” of the Company meaning that no Audit Committee member can beneficially own, directly or indirectly, more than 10% of the voting securities of the Company.

For purposes of these Standards, the terms:

A. “affiliate” means any consolidated subsidiary of the Company and any other company or entity that controls, is controlled by or is under common control with the Company, as evidenced by the power to elect a majority of the board of directors or comparable governing body of such entity; and

B. “immediate family” means spouse, parents, children, siblings, mothers- andfathers-in-law, sons- anddaughters-in-law, brothers- andsisters-in-law and anyone (other than domestic employees) sharing a person’s home, but excluding any person who is no longer an immediate family member as a result of legal separation or divorce, or death or incapacitation.

The annual determination by the Board of those of its members who are independent shall be conducted as follows: (i) each director will be asked to fill out a Directors Questionnaire requesting detailed information regarding the Director’s business and other relationships with the Company and its affiliates and with senior management and their affiliates to enable the Board to evaluate the Director’s independence; (ii) a summary of the relevant information contained on the Directors Questionnaire will be prepared by the Company’s Corporate Secretary, with the assistance of the Company’s legal counsel, and submitted to the Nominating and Governance Committee (the “Committee”); (iii) the Committee will then review and evaluate the relevant information and determine those of the Directors that are independent under the Standards; (iv) the Committee will report and review its findings with the full Board; and (v) the full Board will then consider and act upon the report of the Committee and adopt, as appropriate, a resolution of the full Board designating those of its members that the Board has affirmatively determined to be independent under the Standards.

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c/o National City Bank
Shareholder Services Operations
Locator 5352
P. O. Box 94509
Cleveland, OH 44101-4509

Vote by Telephone

Have your proxy card available when you callToll-Free 1-888-693-8683using a touch-tone phone and follow the simple instructions to record your vote.

Vote by Internet

Have your proxy card available when you access the websitewww.cesvote.comand follow the simple instructions to record your vote.

Vote by Mail

Please mark, sign and date your proxy card and return it in thepostage-paid envelopeprovided or return it to: National City Bank, P.O. Box 535300, Pittsburgh PA 15253-9837.

Vote by Telephone
Call Toll-Free using a
touch-tone telephone:
1-888-693-8683
Vote by Internet
Access the Website and
cast your vote:
www.cesvote.com
Vote by Mail
Return your proxy
in the postage-paid
envelope provided

Vote 24 hours a day, 7 days a week!
Your telephone or Internet vote must be received by 6:00 a.m. Eastern Standard Time
on January 7, 2009 to be counted in the final tabulation.
If you vote your proxy by Internet or by telephone, you do NOT need to mail back your proxy card.

è 

Proxy card must be signed and dated below.
ê Please fold and detach card at perforation before mailing.êROBBINS & MYERS, INC.
Proxy For Annual Meeting of Shareholders on January 7, 2009
Solicited On Behalf of The Board of Directors of The Company

The undersigned holder(s) of Common Shares of ROBBINS & MYERS, INC., an Ohio corporation (the “Company”), hereby appoints Thomas P. Loftis, Peter C. Wallace and David T. Gibbons, and each of them, attorneys of the undersigned, with power of substitution, to vote all of the Common Shares which the undersigned is entitled to vote at the Annual Meeting of Shareholders of the Company to be held on Wednesday, January 7, 2009, and at any adjournment thereof, as indicated on the reverse.
Receipt is acknowledged of Notice of the above meeting, the Proxy Statement relating thereto and the Annual Report to Shareholders for the fiscal year ended August 31, 2008.

Dated:                                        , 200___
SignatureSignature (if held jointly)
Shareholders should date this proxy and sign here exactly as name appears at left. If stock is held jointly, both owners should sign this proxy. Executors, administrators, trustees, guardians and others signing in a representative capacity should indicate the capacity in which they sign.

PLEASE SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY, USING THE ENCLOSED ENVELOPE.

LOGO

51 Plum Street, Suite 260          Dayton, Ohio 45440

Telephone: 937-458-6600     Facsimile: 937-458-6655

www.robn.com

Proxy card must be signed and dated on the reverse side.
ê Please fold and detach card at perforation before mailing.ê

Robbins & Myers, Inc. Proxy

The Board of Directors recommends that you vote FOR Proposals 1 and 2. When properly executed, this proxy will be voted in the manner directed by the undersigned shareholder. If no direction is specified, this proxy will be voted FOR Proposals 1 and 2.

1. ELECTION OF DIRECTORS.

o	FORall nominees listed below	o	WITHHOLD AUTHORITY
	(except as marked to the contrary below, including authorityto cumulate votes selectively among nominees)		to vote for all nominees listed below

(1) Andrew G. Lampereur (2) Thomas P. Loftis (3) Dale L. Medford (3) Albert J. Neupaver

(Instruction: to withhold authority to vote for any individual nominee, strike a line through the nominee’s name.)

2. APPROVAL OF THE APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS FOR FISCAL YEAR ENDING AUGUST 31, 2009.

oFOR oAGAINST oABSTAIN

IN THEIR DISCRETION, UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.

(Please sign and date the proxy card on the reverse side.)