SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant /X/ Filed by a Party other than the Registrant / / Check the appropriate box: / / Preliminary Proxy Statement / / Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)2)) /X/ Definitive Proxy Statement / / Definitive Additional Materials / / Soliciting Material Pursuant to Rule 14a-12 SL INDUSTRIES, INC. - -------------------------------------------------------------------------------- (Name of Registrant as Specified in Charter) - -------------------------------------------------------------------------------- (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant) Payment of filing fee (check the appropriate box): /X/ No fee required. / / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. (1) Title of each class of securities to which transaction applies: - --------------------------------------------------------------------------------(2) Aggregate number of securities to which transaction applies: - -------------------------------------------------------------------------------- (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): - -------------------------------------------------------------------------------- (4) Proposed maximum aggregate value of transaction: - -------------------------------------------------------------------------------- (5) Total fee paid: - -------------------------------------------------------------------------------- / / Fee paid previously with preliminary materials: - -------------------------------------------------------------------------------- / / Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing. (1) Amount Previously Paid: - -------------------------------------------------------------------------------- (2) Form, Schedule or Registration Statement No.: - -------------------------------------------------------------------------------- (3) Filing Party: - -------------------------------------------------------------------------------- (4) Date Filed: - -------------------------------------------------------------------------------- 2 SL INDUSTRIES, INC. 520 FELLOWSHIP ROAD SUITE A-114 MT. LAUREL, NEW JERSEY 08054 ----------------- NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TO BE HELD MAY 29, 2003 ----------------- To The Holders of Our Common Stock: We invite you to attend our annual shareholders' meeting on Thursday, May 29, 2003 at the Warwick Hotel, 65 West 54th Street, New York, New York at 1:30 P.M., Eastern Time. At the meeting, you will hear an update on our operations, have a chance to meet some of our directors and executives, and will act on the following matters: 1) To elect eight (8) directors until the next annual meeting in 2004 or until their successors have been elected and qualified; 2) To ratify the appointment of Grant Thornton LLP as our independent accountants for fiscal 2003; and 3) Any other matters that properly come before the meeting. This booklet includes a formal notice of the meeting and the proxy statement. The proxy statement tells you more about the agenda and procedures for the meeting. It also describes how our Board of Directors operates and gives personal information about our director nominees. Only record holders of SL Industries, Inc. common stock at the close of business on April 22, 2003 will be entitled to vote on the foregoing matters at the annual meeting. Even if you only own a few shares or common stock, we want your shares to be represented at the annual meeting. I urge you to complete, sign, date and return your proxy card promptly in the enclosed envelope. We have also provided you with the exact place and time of the meeting if you wish to attend in person. Sincerely yours, DAVID R. NUZZO Secretary Dated: Mt. Laurel, New Jersey April 29, 2003 SL INDUSTRIES, INC. 520 FELLOWSHIP ROAD SUITE A-114 MT. LAUREL, NEW JERSEY 08054 (856) 727-1500 PROXY STATEMENT INTRODUCTION This Proxy Statement is furnished in connection with the solicitation by the Board of Directors of SL Industries, Inc., a New Jersey corporation (the "Company") of proxies in the accompanying form to be used at the Annual Meeting of Shareholders of the Company to be held on May 29, 2003, and any adjournment or postponement thereof (the "Meeting"). This Proxy Statement, the accompanying form of proxy and the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2002 (the "2002 Annual Report") are being mailed to shareholders on or about April 29, 2003. The shares represented by the proxies received pursuant to the solicitation made hereby and not revoked will be voted at the Meeting. MEETING OF SHAREHOLDERS The Meeting will be held at the Warwick Hotel, 65 West 54th Street, New York, New York, on Thursday, May 29, 2003, at 1:30 P.M., Eastern Time. RECORD DATE AND VOTING The Board of Directors fixed the close of business on Tuesday, April 22, 2003, as the record date (the "Record Date") for the determination of holders of outstanding shares of the Company entitled to notice of and to vote on all matters presented at the Meeting. Such shareholders will be entitled to one vote for each share held on each matter submitted to a vote at the Meeting. On the Record Date, there were 5,907,700 shares of the Company's Common Stock, $.20 par value per share (the "Common Stock"), issued and outstanding, each of which is entitled to one vote on each matter to be voted upon. PURPOSES OF THE MEETING The purposes of the Meeting are to vote upon (i) the election of eight (8) directors for the ensuing year, (ii) the ratification of Grant Thornton LLP as the Company's independent auditors for the fiscal year ending December 31, 2003 and (iii) such other business as may properly come before the Meeting and any adjournment or postponement thereof. QUORUM AND REQUIRED VOTE 2 Under the By-Laws of the Company, the presence of a quorum is required for each matter to be acted upon at the Meeting. The presence, either in person or by properly executed proxy, of the holders of a majority of the outstanding shares of Common Stock of the Company is necessary to constitute a quorum for the purpose of acting on the matters referred to in the Notice of Annual Meeting accompanying this Proxy Statement and any other proposals which may properly come before the Meeting. Broker non-votes and abstentions will be counted only for the purpose of determining whether a quorum is present at the Meeting. Broker non-votes occur when a broker returns a proxy but does not have the authority to vote on a particular proposal. The director nominees receiving a plurality of the votes cast during the meeting will be elected to fill the seats of our Board of Directors. For the other proposals to be approved, we require the favorable vote of a majority of the votes cast. Only votes for or against a proposal count. Votes which are withheld from voting on a proposal will be excluded entirely and will have no effect in determining the quorum or the majority of votes cast. Abstentions and broker non-votes count for quorum purposes only and not for voting purposes. PROXIES The Board of Directors is asking for your proxy. Giving the Board of Directors your proxy means you authorize it to vote your shares at the meeting in the manner you direct. You may vote for all, some or none of the director nominees. You may also vote for or against the other proposals or abstain from voting. On the matters coming before the Meeting as to which a choice has been specified by a shareholder by means of the ballot on the proxy, the shares will be voted accordingly. If no choice is so specified, the shares will be voted (i) FOR the election of the nominees for director listed in this Proxy Statement, and (ii) FOR the ratification of Grant Thornton LLP as the Company's independent auditors, all as referred to in Items 1 and 2, respectively, in the Notice of Annual Meeting of Shareholders and as described in this Proxy Statement. The form of proxy accompanying this Proxy Statement confers discretionary authority upon the named proxyholders with respect to amendments or variations to the matters identified in the accompanying Notice of Meeting and with respect to any other matters which may properly come before the Meeting. As of the date of this Proxy Statement, management of the Company knows of no such amendment or variation or of any matters expected to come before the Meeting which are not referred to in the accompanying Notice of Annual Meeting. A shareholder who has given a proxy may revoke it by voting in person at the Meeting, by giving written notice of revocation to the Secretary of the Company or by giving a later dated proxy at any time before voting. Only holders of Common Stock, their proxy holders, and the Company's invited guests may attend the Meeting. If you wish to attend the Meeting in person but you hold your shares through someone else, such as a stockbroker, you must bring proof of your ownership and identification with a photo at the Meeting. For example, you could bring an account statement showing that you beneficially owned SL Industries, Inc. shares as of April 22, 2003 as acceptable proof of ownership. 3 COSTS OF SOLICITATION The Company will bear the cost of printing and mailing proxy materials, including the reasonable expenses of brokerage firms and others for forwarding the proxy materials to beneficial owners of Common Stock. In addition to solicitation by mail, solicitation may be made by certain directors, officers and employees of the Company, or firms specializing in solicitation; and may be made in person or by telephone or telegraph. No additional compensation will be paid to any director, officer or employee of the Company for such solicitation. ITEM 1: ELECTION OF DIRECTORS The Company has one class of directors, each serving a one-year term. Directors elected at the Meeting will serve until the 2004 Annual Meeting of Shareholders and until their respective successors are duly elected and qualified. INFORMATION WITH RESPECT TO NOMINEES AND DIRECTORS Set forth below are the names and ages of the nominees for directors and their principal occupations at present and for the past five years. There are, to the knowledge of the Company, no agreements or understandings by which these individuals were so selected. No family relationships exist between any directors or executive officers (as such term is defined in Item 402 of Regulation S-K). All Offices with the Director Name Age Company Since ---- --- ------- ----- Warren G. 37 Chairman of the Board and Chief 2002 Lichtenstein(1) Executive Officer Glen Kassan(1) 59 President and Director 2002 J. Dwane Baumgardner(2) 62 Director 1990 Mark E. Schwarz(1)(2)(3) 42 Director 2002 James Henderson 44 Director 2002 Steven Wolosky(3) 47 Director 2002 Avrum Gray(2) 67 Director 2002 James A. Risher 60 Nominee (1) Member of Executive Committee. (2) Member of Audit Committee. (3) Member of Compensation Committee. BUSINESS BACKGROUND 3 The following is a summary of the business background and experience of each of the persons named above: WARREN G. LICHTENSTEIN was elected Chairman of the Board on January 24, 2002 and Chief Executive Officer on February 4, 2002. Mr. Lichtenstein had previously served as a director of the Company from 1993 to 1997. Mr. Lichtenstein has served as the Chairman of the Board, Secretary and the Managing Member of Steel Partners, L.L.C., the general partner of Steel Partners II, L.P. ("Steel") since January 1, 1996. Prior to such time, Mr. Lichtenstein was the Chairman and a director of Steel Partners, Ltd. ("Old Ltd."), the general partner of Steel Partners Associates, L.P., which was the general partner of Steel, from 1993 until prior to January 1, 1996. Mr. Lichtenstein was the acquisition/risk arbitrage analyst at Ballantrae Partners, L.P., a private investment partnership formed to invest in risk arbitrage, special situations and undervalued companies, from 1988 to 1990. Mr. Lichtenstein has served as a director and the Chief Executive Officer of Gateway Industries, Inc. ("Gateway"), a provider of database development and Web site design and development services, since 1994 and as Chairman of the Board since 1995. He has served as a director of WebFinancial Corporation ("WebFinancial"), a consumer and commercial lender, since 1996 and as its President and Chief Executive Officer since December 1997. Mr. Lichtenstein has served as a Director and the President and Chief Executive Officer of Steel Partners Ltd. ("New Ltd."), a management and advisory company that provides management services to Steel and other affiliates of Steel, since June 1999 and as its Secretary and Treasurer since May 2001. Mr. Lichtenstein served as President of Steel Partners Services, Ltd. ("SPS"), a management and advisory company, from October 1999 through March 2002. SPS provided management services to Steel and other affiliates of Steel until March 2002, when New Ltd. acquired the rights to provide certain management services from SPS. He has also served as Chairman of the Board of Directors of Caribbean Fertilizer Group Ltd. ("Caribbean Fertilizer"), a private company engaged in the production of agricultural products in Puerto Rico and Jamaica, since June 2000. Mr. Lichtenstein is also a director of the following other publicly held companies: Puroflow Incorporated ("Puroflow"), a designer and manufacturer of precision filtration devices; ECC International Corp. ("ECC"), a manufacturer and marketer of computer-controlled simulators for training personnel to perform maintenance and operator procedures on military weapons; and United Industrial Corporation ("UIC"), a designer and producer of defense, training, transportation and energy systems. GLEN KASSAN was elected as a Director on January 24, 2002 and as President on February 4, 2002. Mr. Kassan has served as Executive Vice President of New Ltd. since March 2002. Mr. Kassan served as Executive Vice President of SPS from June 2001 through March 2002 and Vice President from October 1999 through May 2001. He has also served as Vice Chairman of the Board of Directors of Caribbean Fertilizer since June 2000. Mr. Kassan has also served as Vice President, Chief Financial Officer and Secretary of WebFinancial since June 2000. From 1997 to 1998, Mr. Kassan served as Chairman and Chief Executive Officer of Long Term Care Services, Inc., a privately owned healthcare services company which Mr. Kassan co-founded in 1994 and initially served as Vice Chairman and Chief Financial Officer. Mr. Kassan is currently a director of Puroflow and UIC. J. DWANE BAUMGARDNER has been a Director since 1990. Mr. Baumgardner has been Vice Chairman and President of Magna Donnelly Corporation, an automotive supplier of exterior and interior mirror, lighting and engineered glass systems, since January 2003. Prior to January 2003, he had been the Chief Executive Officer and President of Magna Donnelly Corporation since October 2002. Magna Donnelly Corporation is a wholly owned subsidiary of Magna International Inc. that was established in October 2002 by the merger of Donnelly Corporation and 4 Magna Mirror Systems. Prior to October 2002, Mr. Baumgardner had been the Chairman and Chief Executive Officer of Donnelly Corporation, an automotive supplier, since 1986. Mr. Baumgardner is currently a Director of Wescast Industries and Scanlon Leadership Network (where he served as President from 1983 to 1985). MARK E. SCHWARZ was elected as a Director on January 24, 2002. Mr. Schwarz has served as the general partner, directly or through entities which he controls, of Newcastle Partners, L.P., a private investment firm, since 1993. Mr. Schwarz was Vice President and Manager of Sandera Capital, L.L.C., a private investment firm affiliated with Hunt Financial Group, L.L.C., a Dallas-based investment firm associated with the Lamar Hunt family ("Hunt"), from 1995 to September 1999 and a securities analyst and portfolio Manager for SCM Advisors, L.L.C., formerly a Hunt-affiliated registered investment advisor, from May 1993 to 1996. Mr. Schwarz currently serves as a director of the following companies: WebFinancial; Nashua Corporation, a specialty paper, label, and printing supplies manufacturer; Bell Industries, Inc., a provider of computer systems and services; Pizza Inn, Inc., a franchisor and operator of pizza restaurants; and Tandycrafts, Inc., a manufacturer of picture frames and mirrors. Mr. Schwarz has also served as Chairman of the Board of Directors of Hallmark Financial Services, Inc., a property and casualty insurance holding company, since October 2001, and as its Chief Executive Officer since January 2003. From October 1998 through April 1999, Mr. Schwarz served as a director of Aydin Corporation ("Aydin"), a defense electronics manufacturer. JAMES R. HENDERSON was elected as a Director on January 24, 2002. Mr. Henderson has served as a Vice President of New Ltd. since March 2002. Mr. Henderson served as a Vice President of SPS from August 1999 through March 2002. He has also served as President of Gateway since December 2001. Mr. Henderson has served as a director of ECC since December 1999 and acting Chief Executive Officer since July 2002. He has also served as Vice President of Operations of WebFinancial since September 2000; a director of WebBank, a subsidiary of WebFinancial, since March 2002; and a director and Chief Operating Officer of WebFinancial Holdings Corporation, a subsidiary of WebFinancial, since January 2000. From 1996 to July 1999, Mr. Henderson was employed in various positions with Aydin, which included a tenure as President and Chief Operating Officer from October 1998 to June 1999. Prior to his employment with Aydin, Mr. Henderson was employed as an executive with UNISYS Corporation, an e-business solutions provider. STEVEN WOLOSKY was elected as a Director on January 24, 2002. Mr. Wolosky has been a partner of Olshan Grundman Frome Rosenzweig & Wolosky LLP, counsel to the Company and Steel, for more than five years. Mr. Wolosky is a director of New Ltd. He serves as Secretary of Gateway and as Assistant Secretary of WHX Corporation, a New York Stock Exchange listed company. AVRUM GRAY was elected as a Director on May 23, 2002. He is the Chairman of G-Bar Limited Partnership, one of the nation's largest independent options trading firms and a leading specialist in computer-based arbitrage activities in the derivative markets, and has held this position since 1981. Mr. Gray is also a Director of Nashua Corporation, a specialty paper, label and printing supplies manufacturer, Lynch Corporation, a holding company with subsidiaries engaged in manufacturing and distributing frequency control devices and glass forming and other equipment, and Material Sciences Corporation, a materials solution provider. Mr. Gray is the former Chairman of the Board of Lynch Systems, Inc., a glass press supplier to the television and computer industry, and a former Chief Executive Officer of a privately held manufacturer of components and devices for the automotive aftermarket. Additionally, Mr. Gray has been Chairman of the Board of Spertus College, as well as a board member of the Illinois Institute of 5 Technology, the Stuart School, and a number of philanthropic organizations, including the Jewish Federation of Chicago. JAMES A. RISHER has been the Managing Partner of Lumina Group, LLC, a private company engaged in the business of consulting and investing in small and mid-size companies, since 1998. He also served as Chairman and Chief Executive Officer of BlueStar Battery Systems International, Inc. ("BlueStar"), a Canadian public company that is an e-commerce distributor of electrical and electronic products to selected automotive aftermarket segments and targeted industrial markets, from February 2001 to May 2002. BlueStar filed CCAA (a petition for reorganization under Canadian bankruptcy laws) in August 2001, and a plan of reorganization was approved in November 2001. From 1986 to 1998, Mr. Risher served as a director, Chief Executive Officer and President of Exide Electronics Group, Inc. ("Exide"), a global leader in the uninterruptible power supply industry. He also served as Chairman of Exide from December 1997 to July 1998. DIRECTOR COMPENSATION Outside (i.e., non-employee) directors receive the following fees: - $4,375 quarterly retainer fee; - $1,000 for each Board of Directors meeting attended; and - $750 for each committee meeting attended. In fiscal year 1993, the Board of Directors adopted a Non-Employee Director Non-Qualified Stock Option Plan (the "Directors' Plan"), which was approved by the shareholders at the Company's 1993 Annual Meeting. Under the Directors' Plan, non-employee Directors have the right annually to elect to receive non-qualified stock options in lieu of all or a stated percentage of retainer and/or regular quarterly Board meeting attendance fees payable for the upcoming fiscal year. The number of shares covered by such options is determined at the time such fees would otherwise be payable based upon the fair market value of the Company's Common Stock at such times, except, with respect to an election to defer all such fees, such determination shall be based upon 133% of fair market value at such times. Elections are irrevocable. The Directors' Plan expires in 2003. Under the Directors Plan, each director eligible under the plan elected for fiscal year 2002 to date to receive non-qualified options in lieu of all such fees. Neither Messrs. Lichtenstein nor Kassan are eligible to participate in this plan. In accordance with such elections, the directors received options to acquire shares of Common Stock as follows: Options Received ---------------- J. Dwane Baumgardner 29,027 Mark E. Schwarz 26,123 James Henderson 20,824 Steven Wolosky 22,338 Richard Smith 17,796 Avrum Gray 13,378 6 BOARD COMMITTEES AND MEETINGS The Board of Directors met on 15 occasions during the fiscal year ended December 31, 2002. There are three Committees of the Board of Directors: the Executive Committee, the Audit Committee and the Compensation Committee. The members of the Executive Committee are Warren G. Lichtenstein, Glen Kassan and Mark E. Schwarz. The Executive Committee did not meet during the fiscal year ended December 31, 2002. The Executive Committee has and may exercise all the authority of the Board of Directors, except that the Executive Committee cannot make, alter or repeal any By-Law of the Company, elect or appoint any director or remove any officer or director, submit to shareholders any action that requires shareholder approval, or amend or repeal any resolution previously adopted by the Board of Directors, which by its terms is amendable or repealable only by the Board of Directors. The members of the Audit Committee are Avrum Gray, Mark E. Schwarz and J. Dwane Baumgardner. The Audit Committee met on six occasions during the fiscal year ended December 31, 2002. The primary purpose of the Audit Committee is to assist the Board of Directors in fulfilling its responsibility to oversee the Company's financial reporting activities. The Audit Committee annually selects independent public accountants to serve as auditors of the Company's books, records and accounts, reviews the scope of the audits performed by such auditors and the audit reports prepared by them and reviews and monitors the Company's internal accounting procedures. A report from the Audit Committee is also included in this Proxy Statement, see Audit Committee Report. The members of the Compensation Committee are Mark E. Schwarz and Steven Wolosky. The Compensation Committee met on one occasion during the fiscal year ended December 31, 2002. The Compensation Committee reviews compensation arrangements and personnel matters. The Company does not presently have a nominating committee, and the customary functions of such committee are being performed by the entire board. SECTION 16(A) BENEFICIAL OWNERSHIP COMPLIANCE Section 16(a) of the Securities Exchange Act of 1934 requires the Company's directors and officers, and persons who own more than 10% of a registered class of its equity securities, to file reports of ownership and changes in ownership of such equity securities with the Securities and Exchange Commission ("SEC") and the New York Stock Exchange. Such entities are also required by SEC regulations to furnish the Company with copies of all Section 16(a) forms filed. Based solely on a review of the copies of such Forms furnished to the Company and written representations that no Form 5s were required, the Company believes that its directors and officers, and greater than 10% beneficial owners, have complied with all Section 16(a) filing requirements. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth certain information regarding ownership of our common stock, as of April 22, 2003 (except as otherwise noted), by: (i) each person or entity (including such person's or entity's address) who is known by us to own beneficially more than five percent of our common stock, (ii) each of our Directors and nominees for Director who beneficially owns shares, (iii) each Named Executive Officer (as defined under Executive Compensation) who beneficially owns shares, and (iv) all executive officers and Directors as a group. The information presented in the 7 table is based upon the most recent filings with the Securities and Exchange Commission by such persons or upon information otherwise provided by such persons to us. Number of Shares Name of Beneficial Owner Beneficially Owned(1) Percentage Owned(2) ------------------------ --------------------- ------------------- The Gabelli Funds 1,550,700(3) 26.2% One Corporate Center Rye, NY 10580-1435 Oaktree Capital Management, LLC 525,000(4) 8.9% 333 South Grand Avenue 28th Floor Los Angeles, CA 90071 Steel Partners II, L.P. 746,250(5) 12.6% 150 East 52nd Street 21st Floor New York, NY 10022 J. Dwane Baumgardner 93,666(6) 1.6% David R. Nuzzo 61,436(7) 1.0% Warren Lichtenstein 756,550(8) 12.8% Glen Kassan 0(5) * Avrum Gray 39,578(9) * James Henderson 20,824(5)(10) * Mark E. Schwarz 243,473(5)(11) 4.1% Richard Smith(12) 17,796(10) * Steven Wolosky 22,338(5)(10) * James A. Risher 0 * All Directors and Executive Officers as a Group 1,255,661(13) 20.4% * Less than one percent (1%). (1) Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission. Under such rules, shares 8 are deemed to be beneficially owned by a person or entity if such person or entity has or shares the power to vote or dispose of the shares, whether or not such person or entity has any economic interest in such shares. Except as otherwise indicated, and subject to community property laws where applicable, the persons and entities named in the table above have sole voting and investment power with respect to all shares of common stock shown as beneficially owned by them. Shares of common stock subject to options or warrants currently exercisable or exercisable within 60 days are deemed outstanding for purposes of computing the percentage ownership of the person or entity holding such option or warrant but are not deemed outstanding for purposes of computing the percentage ownership of any other person or entity. (2) Based upon 5,907,700 shares outstanding as of April 22, 2003. (3) Based upon a Schedule 13D/A Amendment No. 20 filed on April 4, 2002 with the Securities and Exchange Commission by Gabelli Funds, LLC in addition to other information. Gabelli Group Capital Partners, Inc. makes investments for its own account and is the parent company of Gabelli Asset Management Inc. Mario J. Gabelli is the Chairman of the Board of Directors, Chief Executive Officer and majority shareholder of Gabelli Partners. Gabelli Asset Management, a public company listed on the New York Stock Exchange, is the parent company of a variety of companies engaged in the securities business, including (i) GAMCO Investors, Inc., a wholly-owned subsidiary of Gabelli Asset Management, an investment adviser registered under the Investment Advisers Act of 1940, as amended, which provides discretionary managed account services for employee benefit plans, private investors, endowments, foundations and others; (ii) Gabelli Advisers, Inc., a subsidiary of Gabelli Asset Management, which provides discretionary advisory services to The Gabelli Westwood Mighty Mites Fund; (iii) Gabelli Performance Partnership L.P., a limited partnership whose primary business purpose is investing in securities (Mario J. Gabelli is the general partner and a portfolio manager for Gabelli Performance Partnership); (iv) Gabelli International Limited, a corporation whose primary business purpose is investing in a portfolio of equity securities and securities convertible into, or exchangeable for, equity securities offered primarily to persons who are neither citizens nor residents of the United States; and (v) Gabelli Funds, LLC, an investment adviser registered under the Investment Advisers Act, which presently provides discretionary managed account services for various registered investment companies. Includes the following shares deemed to be owned beneficially by the following affiliates: 1,263,200 shares held by GAMCO; 107,000 shares held by Gabelli International; 98,500 shares held by Gabelli Funds; 1,000 shares held by Gabelli Foundation, Inc., a private foundation; 16,000 shares held by Gabelli Advisers; and 65,000 shares held by Gabelli Performance Partnership. Each of the Gabelli affiliates claims sole voting and dispositive power over the shares held by it. The foregoing persons do not admit to constituting a group within the meaning of Section 13(d) of the Exchange Act. Mario J. Gabelli is the Chief Investment Officer of each of the Gabelli affiliates; the majority stockholder and Chairman of the Board of Directors and Chief Executive Officer of Gabelli Partners; the president, a trustee and the investment manager of the Gabelli Foundation; and the general partner and portfolio manager for Gabelli Performance Partnership. GAMCO, Gabelli Advisors, and Gabelli Funds, each has its principal business office at One Corporate Center, Rye, New York 10580. Gabelli Performance Partnership has its principal business office at 401 9 Theodore Freund Ave., Rye, New York 10580. Gabelli International has its principal business office at c/o Fortis Fund Services (Cayman) Limited, Grand Pavillion, Commercial Centre, 802 West Bay Road, Grand Cayman, British West Indies. The Gabelli Foundation has its principal offices at 165 West Liberty Street, Reno, Nevada 89501. (4) Oaktree Capital Management, LLC, a California limited liability company, is deemed to have beneficial ownership of 525,000 shares as of June 30, 2001. The principal business of Oaktree is providing investment advice and management services to institutional and individual investors. Oaktree's general partner is OCM Principal Opportunities Fund, L.P., a Delaware limited partnership. (5) Based upon a Schedule 13D/A Amendment No. 10 filed jointly on September 5, 2002 with the Securities and Exchange Commission by Steel, Mr. Lichtenstein, Newcastle Partners, L.P., Newcastle Capital Management, L.P., Newcastle Capital Group, L.L.C., Mr. Schwarz, Mr. Kassan, Mr. Henderson and Mr. Wolosky, in addition to other information. In such filing each of Messrs. Kassan, Henderson and Wolosky report that they beneficially own no shares of common stock. (6) Includes 2,000 shares owned by Mr. Baumgardner and 91,666 shares which Mr. Baumgardner has the right to acquire at any time upon exercise of stock options. (7) Includes 4,500 shares owned by Mr. Nuzzo, 5,936 shares beneficially owned by Mr. Nuzzo as a participant in our Savings and Pension Plan, and 51,000 shares which Mr. Nuzzo has the right to acquire at any time upon exercise of stock options. (8) Includes the 746,250 shares of which, by virtue of his position as Chairman of the Board, Chief Executive Officer and Secretary of Steel (as described in Note 5 above), Mr. Lichtenstein has the power to vote and dispose. (9) Includes 3,500 shares held by Mr. Gray's Individual Retirement Account, 13,400 shares held by 1993 GF Limited Partnership, in which the general partner is a corporation owned solely by Mr. Gray, and 6,800 shares held by AVG Limited Partnership, in which Mr. Gray is a general partner. Also includes 2,500 shares held by JYG Limited Partnership, in which Mr. Gray's spouse is a general partner, and 13,378 shares which Mr. Gray has the right to acquire at any time upon exercise of stock options. Except for the shares held in his Individual Retirement Account and by JYG Limited Partnership, Mr. Gray disclaims beneficial ownership of these shares. (10) Represents options to acquire shares of Common Stock at any time. (11) Includes 217,350 shares of which, by virtue of his position as Managing Member of Newcastle Capital Group, L.L.C., which is the general partner of Newcastle Capital Management, L.P., which is the general partner of Newcastle Partners, L.P, Mr. Schwarz has the power to vote and dispose. Also includes 26,123 shares which Mr. Schwarz has the right to acquire at any time upon exercise of stock options. (12) Richard Smith is not standing for re-election to the Company's Board of Directors. (13) Includes 234,875 shares which directors and executive officers have the right to acquire, at any time, upon the exercise of nonqualified and incentive stock options granted by us. 10 EXECUTIVE COMPENSATION The following table sets forth certain information regarding compensation awarded to, earned by or paid to the Chief Executive Officer and each of the Company's other executive officers whose total annual salary and bonus exceeded $100,000 during the year 2002 (the "Named Executive Officers") for services in all capacities during the years ended December 31, 2002, 2001 and 2000. Owen Farren's employment with the Company was terminated effective February 4, 2002 and Jacob Cherian resigned from the Company effective April 26, 2002. SUMMARY COMPENSATION TABLE Long-Term Compensation Awards Securities All Other Name and Annual Compensation Underlying Compensation Principal Position Year Salary ($) Bonus($) Options/SARs (#) ($)(4)(5) - ------------------ ---- ---------- --------- ---------------- --------- Warren G. Lichtenstein(1) 2002 0 0 0 0 Chairman of the Board and Chief Executive Officer Glen Kassan(1) 2002 0 0 0 0 President David R. Nuzzo 2002 171,000 0 0 353,384(6) Vice President-Finance and 2001 171,000 0 17,000 19,567 Administration, Treasurer and 2000 165,000 0 0 7,365 Secretary Owen Farren(2) 2002 73,544 0 0 898,392(6) President and CEO 2001 281,423 0 20,000 30,315 2000 270,000 0 0 28,769 Jacob Cherian(3) 2002 46,025 0 0 250,690(6) Vice President 2001 119,808 0 17,000 20,056 and Corporate Controller (1) Mr. Lichtenstein was elected Chairman of the Board on January 24, 2002 and Chief Executive Officer on February 4, 2002. Mr. Kassan was elected President on February 4, 2002. Neither Messrs. Lichtenstein nor Kassan receive direct compensation from the Company. Mr. Lichtenstein's services as Chairman of the Board and Chief Executive Officer and Mr. Kassan's services as President are provided to the Company in accordance with the provisions of a management agreement with New Ltd. See "Compensation Committee Report on Executive Compensation" and "Certain Relationships and Related Transactions" presented below. (2) Owen Farren's employment with the Company was terminated effective February 4, 2002. (3) Jacob Cherian was named Vice President and Corporate Controller effective January 1, 2001. He resigned from the Company effective April 26, 2002. 11 (4) Includes our matching contributions and profit sharing contributions made to the SL Industries Inc. Savings and Pension Plan in calendar year 2000 for Messrs. Farren and Nuzzo in the amounts of $7,923 and $6,519, respectively; and in calendar year 2001 for Messrs. Farren, Nuzzo and Cherian in the amounts of $8,500, $8,500 and $5,990, respectively. Our contribution to the plan is based on a percentage of the participant's elective contributions up to the maximum defined under the plan and a fixed percentage, determined annually by the Board of Directors, of the participant's total fiscal years 1999 and 2000 earnings. Under the plan, benefits are payable at retirement as a lump sum or as an annuity. (5) Includes premiums paid for group term life insurance for Messrs. Farren, Nuzzo and Cherian, and premiums paid for an ordinary whole life insurance policy on Mr. Farren's life in the face amount of $1,000,000, of which he is the owner with the right to designate beneficiaries. (6) Consists of payments made to Messrs. Nuzzo, Farren and Cherian relating to insurance premiums and payments made under change-in-control agreements in the respective amounts as follows: $828 and $352,556; $20,827 and $877,565; and $690 and $250,000. See "Employment Contracts, Termination and Change -In-Control Arrangements" presented below. STOCK OPTION GRANTS IN LAST FISCAL YEAR The Company did not grant options to the Named Executive Officers during the year ended December 31, 2002. AGGREGATED STOCK OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END STOCK OPTION VALUES The following table sets forth the number of shares received upon exercise of stock options by each of the Named Executive Officers during the last completed fiscal year and the aggregate options to purchase shares of our common stock held by the Named Executive Officers at December 31, 2002. Number of Securities Underlying Value of Unexercised Unexercised Options In-The-Money Options At Fiscal Year End (#) at Fiscal Year End ($)(1) ----------------------- ------------------------- Acquired Upon Value Exercisable/ Exercisable/ Name Exercise (#) Realized ($) Unexercisable Unexercisable - ---- ------------ ------------ ------------- ------------- Warren G. Lichtenstein 0 0 0/0 0/0 Glen Kassan 0 0 0/0 0/0 David R. Nuzzo 0 0 51,000/11,000 0/0 Owen Farren 159,000 409,900 0/0 0/0 Jacob Cherian 0 0 0/0 0/0 (1) Computed by multiplying the number of options by the difference between (i) the per share closing price at fiscal year-end and (ii) the exercise price per share. 12 EQUITY COMPENSATION PLAN SUMMARY The following table sets forth information as of December 31, 2002 regarding the number of shares of Common Stock issued and available for issuance under the Company's existing equity compensation plans: NUMBER OF SECURITIES REMAINING AVAILABLE FOR FUTURE ISSUANCE UNDER EQUITY NUMBER OF SECURITIES TO WEIGHTED-AVERAGE COMPENSATION PLANS BE ISSUED UPON EXERCISE EXERCISE PRICE OF (EXCLUDING SECURITIES OF OUTSTANDING OPTIONS, OUTSTANDING OPTIONS, REFLECTED PLAN CATEGORY WARRANTS AND RIGHTS WARRANTS AND RIGHTS IN COLUMN (a)) Equity compensation plans approved by (a) (b) (c) security holders 808,253 $10.22 0 Equity compensation plans not approved by security holders 0 $0 0 Total 808,253 $10.22 0 LONG-TERM INCENTIVE PLANS-AWARDS IN LAST FISCAL YEAR The Company did not grant awards to any of its executive officers under any long-term incentive plans during the year ended December 31, 2002. COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION Messrs. Schwarz and Wolosky each served as a member of the Compensation Committee of the Board of Directors during the fiscal year ended December 31, 2002. Mr. Wolosky is a partner of Olshan Grundman Frome Rosenzweig & Wolosky LLP, which the Company has retained as outside counsel since January 2002. The fees paid such firm by the Company do not exceed 5% of such firm's gross revenues for the fiscal year ended December 31, 2002. EMPLOYMENT CONTRACTS, TERMINATION AND CHANGE-IN-CONTROL ARRANGEMENTS In 2001, the Registrant entered into change-in-control agreements with senior executives and other key personnel. In January 2002, the five nominees of the RORID Committee were elected to the Company's eight-member Board of Directors. Upon the occurrence of this event, Messrs. Farren, Nuzzo and Cherian each received payment under his respective change-in-control agreement. As a result, in January the Company paid to Messrs. 13 Farren, Nuzzo and Cherian, respectively, $877,565, $352,556 and $250,000 under such agreements. Under their respective change-in-control agreements, these executives are not entitled to receive any further cash payments, but are entitled to receive insurance benefits for specified time periods or until they obtain new employment, whichever occurs first. Upon receiving their resignations, the Company exercised its rights under the change-in-control agreements to require Messrs. Farren, Nuzzo and Cherian to remain in their positions for up to ninety days. Mr. Farren was subsequently terminated as Chief Executive Officer and President on February 4, 2002. Mr. Nuzzo has continued in his position with the Company. Mr. Cherian gave notice of his termination effective April 24, 2002. 14 PERFORMANCE GRAPH The following Performance Graph summarizes the cumulative total shareholder return on an investment of $100 on July 31, 1997 in the Company's Common Stock for the period from that date to December 31, 2002, as compared to the cumulative total return on a similar investment of $100 on that date in stocks comprising the S&P Electrical Components & Equipment Group and the Russell 2000 Stock Index. The graph assumes the reinvestment of all dividends. The Performance Graph is not necessarily indicative of future performance. 7/31/97 7/31/98 7/30/99 12/31/99 12/29/00 ------- ------- ------- -------- -------- SL Industries, Inc. $100.00 $143.59 $121.80 $115.46 $114.78 S&P Electrical Components & Equipment Group $100.00 $86.53 $120.21 $135.48 $163.54 Russell 2000 Stock Index $100.00 $102.31 $108.76 $123.33 $118.00 12/31/01 12/31/02 -------- -------- SL Industries, Inc. $ 58.71 $ 53.19 S&P Electrical Components & Equipment Group $127.04 $ 121.01 Russell 2000 Stock Index $119.21 $ 93.48 - -------------------- 15 BOARD COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION The Compensation Committee of the Board of Directors is responsible for the establishment of the level and manner of compensation of the Company's executive officers (including its Named Executive Officers). In addition, the Compensation Committee seeks to ensure that sound compensation policies and practices exist and are being followed. During fiscal year 2002, the members of the Compensation Committee were Mark E. Schwarz (Chairman) and Steven Wolosky, each of whom are non-employee directors of the Company. The following describes the Compensation Committee's compensation policies applicable to its executive officers (including its Named Executive Officers), including the relationship of corporate performance to executive compensation, with respect to compensation reported for the last fiscal year. The Compensation Committee believes that executive compensation should be linked to value delivered to shareholders. The Company's compensation programs have been designed to provide a correlation between the financial success of the executive and the shareholders. Both long and short-term incentives are intended to align the interests of executives and shareholders and to reward the executive for building value within the Company. The functions of the Compensation Committee are to oversee general compensation policies for the Company's employees, to review and approve compensation packages annually for the Company's executive officers and subsidiary presidents, to approve cash incentive programs for all subsidiaries, and to grant stock options to officers of the Company and other key employees as appropriate. The Company seeks to provide executive compensation that will support the achievement of the Company's financial goals, while attracting and retaining talented executives and rewarding superior performance. In performing this function, the Compensation Committee reviews executive compensation surveys, the compensation levels of executive officers of companies in competing businesses and in the Company's geographic markets, and recommendations by Messrs. Lichtenstein and Kassan, the Company's Chairman of the Board and Chief Executive Officer and President, respectively. The Compensation Committee may also from time to time consult with independent compensation consultants and others. The Committee's current philosophy is to balance short-term performance of executives with achievement of long-range strategic goals resulting in continuously improving shareholder value, and to engender and preserve a sense of fairness and equity among employees, shareholders, and customers. In keeping with that philosophy, it has set the following objectives: (1) to link a significant portion of annual compensation directly to operating performance; (2) to promote achievement of the Company's long-term strategic goals and objectives; (3) to align the interest of Company executives with long-term shareholder interest; (4) to align the interest of Company employees with long-term shareholder interest; and (5) to attract, retain, and motivate executives critical to the Company's long-term success. The Company's executive compensation program consists of base salary, annual cash bonus incentive, and stock options. (Along with all other employees, executives also participate in one of the Company's defined contribution pension plans.) Salary levels of executive officers are reviewed annually by the Compensation Committee. In order to align the interests of executive officers with long-term shareholder interest, bonus payments are awarded only if Company performance targets are met. If the Company performance targets are met, bonus payments are based on the achievement of such targets and the achievement of individual performance goals, including certain non-financial performance measurements such as improvements in productivity, improvement of product quality, development and introduction of new products, and relationships with customers. 16 Bonus amounts are calculated after fiscal year-end financial results become available to the Compensation Committee and are determined in accordance with guidelines established by the Compensation Committee. Compensation in any particular case will vary on the basis of the Company's annual and long-term performance as well as individual performance. No specific weight or relative importance was assigned to the various non-quantitative factors and compensation information which the Compensation Committee considered. Accordingly, the Company's compensation policies and practices may be deemed informal and subjective, although they were based on both the financial and non-financial factors and detailed considerations described above. The Compensation Committee believes stock options and stock ownership contribute to the aligning of the executive's interests with those of the shareholders. From time to time, the Compensation Committee has provided long term incentive compensation in the form of stock options where appropriate as compensation for its executive officers. In determining whether individual stock option grants will be made, the Compensation Committee evaluates each participant's job responsibilities and performance during the last completed fiscal year, as well as the perceived potential that the individual has in contributing to the success of the Company. The Company did not grant any options to employees in 2002 because the Company's stock option plans were expired. Mr. Lichtenstein's services as Chairman of the Board and Chief Executive Officer and Mr. Kassan's services as President are provided to the Company in accordance with the provisions of a management agreement with Steel Partners Ltd. Under this agreement, Steel Partners Ltd. provides management services to the Company for an annual fee plus all reasonable and necessary business expenses incurred in the performance of such services. The aggregate annual fee paid under this agreement for fiscal year 2002 was $362,000. Neither Messrs. Lichtenstein nor Kassan receives direct compensation from the Company. The Compensation Committee considers the management services provided by Steel Partners Ltd. important to achieving the Company's objectives and believes the fees paid are less than what the Company would have to pay a Chief Executive Officer and President. See "Certain Relationships and Related Transactions." The Company did not pay cash bonuses or grant stock options to its Named Executive Officers for fiscal year 2002. Sincerely yours, COMPENSATION COMMITTEE Mark E. Schwarz Steven Wolosky CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS Warren Lichtenstein, Chairman of the Board and Chief Executive Officer of the Company, and Glen Kassan, a director and President of the Company, are executive officers of New Ltd., which provides management services to the Company for an annual fee plus all reasonable and necessary business expenses incurred in the performance of such services. The fee paid under this agreement in fiscal year 2002 was $362,000. Steven Wolosky, a director of the Company, is a partner of Olshan Grundman Frome Rosenzweig & Wolosky LLP, which the Company has retained as outside counsel since January 2002. The fees paid such firm by the Company do not exceed 5% of such firm's gross revenues for the fiscal year ended December 31, 2002. RECOMMENDATION OF THE BOARD OF DIRECTORS THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF EACH OF THE NOMINEES. REPORT OF THE AUDIT COMMITTEE The Audit Committee assists the Board in fulfilling its responsibility for oversight of the quality and integrity of the accounting, auditing and financial reporting practices of the Company. Each member of the Audit Committee meets the criteria for being "independent" set forth under American Stock Exchange Rule P. 10,021, Sec. 121. During the fiscal year ended December 31, 2002, the Committee met six times. In discharging its responsibility for oversight of the audit process, the Audit Committee obtained from the independent auditors, Grant Thornton LLP, a formal written statement describing any relationships between the auditors and the Company that might bear on the auditors' independence consistent with the Independent Standards Board Standard No. 1, "Independence Discussions with Audit Committees," and discussed with the auditors any relationships that might impact the auditors' objectivity and independence and satisfied itself as to the auditors' independence. The Committee discussed and reviewed with the independent auditors the communications required by generally accepted auditing standards, including those described in Statement on Auditing Standards No. 61, as amended, "Communication with Audit Committees" and discussed and reviewed the results of the independent auditors' examination of the financial statements for the fiscal year ended December 31, 2002. The Committee reviewed the audited financial statements of the Company as of and for the fiscal year ended December 31, 2002, with management and the independent auditors. Management has the responsibility for preparation of the Company's financial statements and the independent auditors have the responsibility for examination of those statements. 18 Based upon the above-mentioned review and discussions with management and the independent auditors, the Committee recommended to the Board that the Company's audited financial statements be included in its Annual Report on Form 10-K for the fiscal year ended December 31, 2002, for filing with the Securities and Exchange Commission. AUDIT COMMITTEE Avrum Gray Mark Schwarz J. Dwane Baumgardner ITEM 2: RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS The Board of Directors has selected Grant Thornton LLP to serve as the Company's independent auditors. Grant Thornton LLP has served as the Company's independent auditors since July 2002. While it is not required to do so, the Board of Directors is submitting the selection of Grant Thornton LLP as the Company's independent auditors for the fiscal year ending December 31, 2003 to shareholders for ratification in order to ascertain the shareholders' views. Such ratification of the selection of Grant Thornton LLP will require the affirmative vote of the holders of a majority of the shares of Common Stock of the Company entitled to vote thereon and represented at the Meeting. The Board of Directors will reconsider its selection should the shareholder votes evidence disapproval. On July 18, 2002, the Company announced that it dismissed Arthur Andersen LLP as its independent accountants and engaged Grant Thornton LLP as its new independent accountants. The decision to dismiss Arthur Andersen and to engage Grant Thornton LLP was recommended by the Audit Committee of the Board of Directors and approved by the Board of Directors. Arthur Andersen's reports on the Company's financial statements for the two years ended December 31, 2000 and December 31, 2001 did not contain an adverse opinion or a disclaimer of opinion, nor were they qualified or modified as to audit scope, or accounting principles. However, as a result of an impairment charge related to the write off of intangible assets of a subsidiary of the Company recognized at December 31, 2001, the Company was in violation of its net income covenant for the fourth quarter of 2001 under its revolving credit facility. Additionally, on March 1, 2002 the Company received a notice from its lenders under the revolving credit facility stating that the Company is currently in default under the revolving credit facility due to its failure to meet a scheduled debt reduction. Consequently, Arthur Andersen's report for the period ended December 31, 2001 dated March 15, 2002 did contain the following paragraph: "The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company was in technical default under its revolving credit facility at December 31, 2001 and an additional event of default occurred on March 1, 2002. Due to these events of default, the lenders that provide the revolving credit facility do not have to provide any further financing and have the right to terminate the facility and demand repayment of all amounts outstanding. The existence of these events of default raises substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to this matter are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty." 19 On May 23, 2002, the Company and its lenders reached an agreement, pursuant to which the lenders granted a waiver of default and amended certain financial covenants of the revolving credit facility, so that the Company was in full compliance with the revolving credit facility after giving effect to this agreement. During the Company's two most recent fiscal years and through July 18, 2002, there were no disagreements with Arthur Andersen on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure which, if not resolved to Arthur Andersen's satisfaction, would have caused them to make reference to the subject matter in connection with their report on the Company's consolidated financial statements for such years, and there were no reportable events as defined in Item 304(a)(1)(v) of Regulation S-K. During the Company's two most recent fiscal years and the subsequent interim periods through July 18, 2002, it did not consult with Grant Thornton LLP regarding the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company's consolidated financial statements, or any other matters or events as set forth in Item 304(a)(2)(i) or (ii) of Regulation S-K. AUDIT FEES - ---------- The Company was billed an aggregate of $372,961 by Grant Thornton LLP for professional fees rendered in connection with the audit of the Company's annual financial statements for the fiscal year ended December 31, 2002, the reviews of the Company's financial statements included in the Company's quarterly reports on Form 10-Q during the fiscal year ended December 31, 2002 and for statutory audits of the Company's foreign subsidiaries. FINANCIAL INFORMATION SYSTEM DESIGN AND IMPLEMENTATION FEES - ----------------------------------------------------------- Grant Thornton LLP did not perform any services for the Company in connection with: (i) the direct or indirect operation, or supervision of the operation of, the Company's information system or management of the Company's local area network; or (ii) the design or implementation of hardware or software systems that aggregate source data underlying the Company's financial statements or generate information that is significant to the Company's financial statements taken as a whole, for the fiscal year ended December 31, 2002. ALL OTHER FEES - -------------- The Company was billed an aggregate of $54,320 by Grant Thornton LLP for professional fees rendered in connection with the provision of services other than those described in the "Audit Fees" and "Financial Information System Design and Implementation Fees" sections above for the fiscal year ended December 31, 2002. Such fees were related primarily to tax matters. The Audit Committee of the Board of Directors considered whether the provision of non-audit services by Grant Thornton LLP was compatible with its ability to maintain independence from an audit standpoint and concluded that Grant Thornton LLP's independence was not compromised. Representatives of Grant Thornton LLP are expected to be present at the Meeting and available to respond to appropriate questions. Such representatives will have the opportunity to make a statement if they desire to do so. 20 RECOMMENDATION OF THE BOARD OF DIRECTORS THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE RATIFICATION OF THE SELECTION OF GRANT THORNTON LLP. SHAREHOLDER PROPOSALS In order to be considered for inclusion in the proxy materials to be distributed in connection with the next annual meeting of shareholders of the Company, shareholder proposals for such meeting must be submitted to the Company no later than December 31, 2003. OTHER MATTERS So far as now known, there is no business other than that described above to be presented for action by the shareholders at the Meeting, but it is intended that the proxies will be voted upon any other matters and proposals that may legally come before the Meeting or any adjournment thereof, in accordance with the discretion of the persons named therein. ANNUAL REPORT The Company is concurrently sending all of its shareholders of record as of April 22, 2003 a copy of its Annual Report on Form 10-K for the fiscal year ended December 31, 2002. Such report contains the Company's certified consolidated financial statements for the fiscal year ended December 31, 2002, including that of the Company's subsidiaries. Whether or not you intend to be present at this Meeting you are urged to sign and return your proxy promptly. By order of the Board of Directors, Warren Lichtenstein Chairman Mt. Laurel, New Jersey April 29, 2003 A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K AND ANY AMENDMENTS THERETO FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS PROVIDED WITH CERTAIN OTHER SHAREHOLDER INFORMATION IN THE MATERIALS ACCOMPANYING THIS PROXY STATEMENT. TO OBTAIN ADDITIONAL COPIES WITHOUT CHARGE, PLEASE WRITE TO: DAVID R. NUZZO, SECRETARY, SL INDUSTRIES, INC., 520 FELLOWSHIP ROAD, SUITE A-114, MT. LAUREL, NEW JERSEY 08054. 21 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF SL INDUSTRIES, INC. PROXY -- ANNUAL MEETING OF SHAREHOLDERS May 29, 2003 The undersigned, a shareholder of SL Industries, Inc., a New Jersey corporation (the "Company"), does hereby appoint Warren Lichtenstein and Glen Kassan, and each of them (with full power to act alone), the true and lawful attorneys and proxies with full power of substitution, for and in the name, place and stead of the undersigned, to vote all of the shares of Common Stock of the Company which the undersigned would be entitled to vote if personally present at the 2003 Annual Meeting of Stockholders of the Company to be held at the Warwick Hotel, 65 West 54th Street, New York, New York on May 29, 2003, at 1:30 P.M., Eastern Time, or at any adjournment or postponements thereof. The undersigned hereby revokes any proxy or proxies heretofore given and acknowledges receipt of a copy of the Notice of Annual Meeting and Proxy Statement, both dated April 29, 2003, and a copy of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2002. CONTINUED TO BE COMPLETED, SIGNED AND DATED ON THE REVERSE SIDE 22 THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSALS 1 AND 2. PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE [X]. 1. ELECTION OF DIRECTOR NOMINEES. For the election as directors for the ensuing year of all nominees listed below (except as indicated below). NOMINEES: [ ] FOR ALL NOMINEES [ ] WARREN G. LICHTENSTEIN [ ] GLEN KASSAN [ ] J. DWANE BAUMGARDNER [ ] WITHOLD AUTHORITY FOR ALL NOMINEES [ ] MARK E. SCHWARZ [ ] JAMES HENDERSON [ ] STEVEN WOLOSKY [ ] FOR ALL EXCEPT (See instructions below) [ ] AVRUM GRAY [ ] JAMES A. RISHER INSTRUCTION: To withhold authority to vote for any individual nominee(s), mark "FOR ALL EXCEPT" and fill in the circle next to each nominee you wish to withhold, as shown here: [X] 2. RATIFICATION OF THE APPOINTMENT OF GRANT THORNTON LLP AS THE INDEPENDENT PUBLIC ACCOUNTANTS OF THE COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31, 2003. FOR [ ] AGAINST [ ] ABSTAIN [ ] 3. DISCRETIONARY AUTHORITY: To vote with discretionary authority with respect to all other matters that may come before the Meeting and any adjournment of postponement thereof. THIS PROXY WILL BE VOTED IN ACCORDANCE WITH ANY DIRECTIONS HEREIN GIVEN. UNLESS OTHERWISE SPECIFIED, THIS PROXY WILL BE VOTED TO ELECT THE DIRECTORS AND TO RATIFY THE APPOINTMENT OF GRANT THORNTON LLP AS THE COMPANY'S INDEPENDENT PUBLIC ACCOUNTANTS. To change the address on your account please check the box at right and indicate your new address in the address space above. Please note that changes to registered name(s) on the account may not be submitted via this method. [ ] Signature of Stockholder__________________ Date:______________ Signature of Stockholder__________________ Date:______________ NOTE: Please sign as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person. 23
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DEF 14A Filing
SL Industries Inactive DEF 14ADefinitive proxy
Filed: 29 Apr 03, 12:00am