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o Preliminary Proxy Statement | ||
o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | ||
þ Definitive Proxy Statement | ||
o Definitive Additional Materials | ||
o Soliciting Material Pursuant to Section 240.14a-11c or Section 240.14a-12 |
þ | No fee required. |
o | 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: |
o | Fee paid previously with preliminary materials. |
o | 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: |
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![(STANDARD REGISTER LOGO)](https://capedge.com/proxy/DEF 14A/0000950152-05-002398/l11991astdrg2c.gif)
(1) | To set the number of directors at eight and to elect a board of directors; | |
(2) | To transact such other business as may properly come before the annual meeting. |
Kathryn A. Lamme | |
Vice President, General Counsel | |
& Secretary |
WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE ANNUAL MEETING, YOUR VOTE IS IMPORTANT TO US. PLEASE VOTE YOUR SHARES AS DESCRIBED ON YOUR PROXY CARD. |
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We are mailing this proxy statement along with the notice of annual meeting of shareholders of The Standard Register Company, to all holders of our stock as of February 28, 2005, which is the record date for the annual meeting. We had outstanding, on the record date, 23,758,329 shares of common stock (each share having one vote) and 4,725,000 shares of class A stock (each share having five votes). Shareholders as of the close of business on the record date are entitled to receive notice of and to vote at the annual meeting. The annual meeting will be held at our corporate headquarters, 600 Albany Street, Dayton, Ohio 45408, on Thursday, April 28, 2005, at 11:00 a.m. The proxies are solicited on behalf of our board of directors. |
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Served As | ||||
Name | Age | Director Since | ||
Roy W. Begley, Jr.* | 49 | 1994 | ||
Since March 2003, Mr. Begley has been Senior Vice President and Investment Officer with McDonald Financial Group, formerly known as Victory Capital Management, Inc., a wholly owned subsidiary of KeyCorp. From July 1999 to March 2003, he served as Vice President and Investment Officer with McDonald Financial Group. From September 1995 to July 1999, he was Assistant Vice President and Investment Officer with Key Trust Co. of Ohio, N.A. He is Chairman of the Corporate Governance and Nominating Committee and a member of the Compensation Committee of the board of directors. | ||||
F. David Clarke, III | 48 | 1992 | ||
Mr. Clarke has been Chairman of the board of directors of Clarke-Hook Corporation since December 1990. He is Chairman of the Compensation Committee and a member of the Audit and Executive Committees of the board of directors. | ||||
Paul H. Granzow | 77 | 1966 | ||
Mr. Granzow has been Chairman of the board of directors of Standard Register since January 1984. He is a co-trustee of the John Q. Sherman Trusts. See the section dealing with “Voting Securities and Principal Holders.” He is also Chairman of the Executive Committee of the board of directors. | ||||
Sherrill W. Hudson | 61 | 2002 | ||
Mr. Hudson has been Chairman and Chief Executive Officer of TECO Energy, Inc., an integrated energy provider, since July 2004. He retired from Deloitte & Touche, LLP, in August 2002, after 37 years of service. The last 19 years with Deloitte were spent in Miami, Florida, as Managing Partner for South Florida, which included oversight responsibility for Deloitte’s Florida and Puerto Rico offices for most of that time. Mr. Hudson is a director of TECO Energy, Inc., Publix Super Markets, Inc., and A. Duda & Sons, Inc. He is Chairman of the Audit Committee and a member of the Compensation Committee of the board of directors. | ||||
Dennis L. Rediker | 61 | 1995 | ||
Mr. Rediker has been President and Chief Executive Officer of Standard Register since June 2000. From May 1999 to April 2000, he was Chief Executive Officer of the Imerys Pigments and Additives Operating Group. From 1996 until 1999, he was Chief Executive Officer and director of English China Clays, plc. Mr. Rediker serves as a director of Martin Marietta Materials, Inc. Mr. Rediker is a member of Standard Register’s Executive Committee, and an ex officio member of all other committees of the board of directors except for the Audit Committee. |
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Served As | ||||
Name | Age | Director Since | ||
Ann Scavullo | 58 | 1996 | ||
Ms. Scavullo has been a principal in Churchill Investor Services since January 1999. She was formerly an executive at Avon Products, Inc., serving as Vice President of Strategic Alliances and Joint Ventures from 1995 until 1999, and Vice President of Investor Relations from 1991 until 1995. She is a member of the Audit, Compensation and Corporate Governance and Nominating Committees of the board of directors. | ||||
John J. Schiff, Jr. | 61 | 1982 | ||
Mr. Schiff has been Chairman and Chief Executive Officer of The Cincinnati Insurance Company and Cincinnati Financial Corporation since 1999. From 1998 until 1999, he was Chairman of the board of directors and Chief Operating Officer of The Cincinnati Insurance Company and Cincinnati Financial Corporation. Prior to 1998, he was Chairman of the Board of these companies. He is a director of The Cinergy Corp., Fifth Third Bancorp, The Fifth Third Bank, Cincinnati Bengals, Inc., and John J. and Thomas R. Schiff & Co., Inc., an insurance agency He is a member of the Audit Committee of the board of directors. | ||||
John Q. Sherman, II* | 51 | 1994 | ||
Mr. Sherman has been a manufacturer’s representative for A. Rifkin Company, Wilkes-Barre, Pennsylvania, since 1985. A. Rifkin Company is a manufacturer of specialty security packaging. He is a member of the Compensation and the Corporate Governance and Nominating Committees of the board of directors, and is the Presiding Director of meetings of non-management directors. |
* | Roy W. Begley, Jr., and John Q. Sherman, II, are first cousins. |
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Name and | Percent of | |||||||||||||
Address of | Combined | |||||||||||||
Beneficial | Number | Percent | Voting | |||||||||||
Owners | Class | of Shares | of Class | Power | ||||||||||
Paul H. Granzowand | Class A | 2,516,856 | 53.27 | 38.81 | ||||||||||
James L. Sherman | Common | 5,810,508 | 24.45 | |||||||||||
Trustees(1) 600 Albany Street Dayton, Ohio 45408 | ||||||||||||||
William P. Sherman(2) | Class A | 359,551 | 7.61 | 5.65 | ||||||||||
600 Albany Street | Common | 878,187 | 3.69 | |||||||||||
Dayton, Ohio 45408 | ||||||||||||||
Mary C. Nushawg(2) | Class A | 359,551 | 7.61 | 5.57 | ||||||||||
600 Albany Street | Common | 842,996 | 3.55 | |||||||||||
Dayton, Ohio 45408 | ||||||||||||||
James L. Sherman(2) | Class A | 359,551 | 7.61 | 5.71 | ||||||||||
600 Albany Street | Common | 909,795 | 3.83 | |||||||||||
Dayton, Ohio 45408 | ||||||||||||||
Patricia L. Begley(2) | Class A | 359,550 | 7.61 | 5.54 | ||||||||||
600 Albany Street | Common | 830,073 | 3.49 | |||||||||||
Dayton, Ohio 45408 | ||||||||||||||
The Fifth Third Bank(3), | Class A | 1,081,392 | 22.89 | 16.88 | ||||||||||
Trustee | Common | 2,595,312 | 10.92 | |||||||||||
Cincinnati, Ohio 45202 | ||||||||||||||
The Fifth Third Bank(4), | Class A | 1,071,624 | 22.68 | 16.73 | ||||||||||
Trustee | Common | 2,571,912 | 10.82 | |||||||||||
Cincinnati, Ohio 45202 | ||||||||||||||
Dimensional Fund | Common | 1,703,089 | 7.17 | 3.59 | ||||||||||
Advisors, Inc. 1299 Ocean Avenue Santa Monica, CA 90401 |
(1) | John Q. Sherman, deceased, a founder of Standard Register, set up a trust in his will for the benefit of his family. The current trustees of that trust are Paul H. Granzow and James L. Sherman. The trust holds voting securities, including the shares of class A and common stock of Standard Register listed in this table, in separate, equal trusts for John Q. Sherman’s four surviving children, and for the heirs of his deceased children. Each child or heir is a life beneficiary of his or her respective trust. The trustees share voting and investment power for the securities in the trusts. The will of John Q. Sherman requires the trustees to give each beneficiary who is a child of John Q. Sherman, upon his or her request, a proxy allowing the beneficiary to vote the shares held in his or her respective trust. |
(2) | Each of these individuals is a child of John Q. Sherman, deceased. None of them owns in his or her own name more than five percent of the outstanding voting securities of Standard Register; however, each has the right, upon his or her request, to vote the shares of Standard Register stock held in his or her respective trust created under the will of John Q. Sherman, deceased. |
(3) | William C. Sherman, deceased, also a founder of Standard Register, set up a trust in his will which provides for the payment of net income for life to Helen Margaret Hook Clarke, his niece. The trustee, The Fifth Third Bank, has the sole voting and investment power for the voting securities in this trust. |
(4) | William C. Sherman, during his lifetime, created a trust agreement dated December 29, 1939, which provides for the payment of net income for life to Helen Margaret Hook Clarke and the children of John Q. Sherman. The Fifth Third Bank has the sole voting and investment power for the voting securities in this trust. |
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Percent of | ||||||||||||||
Combined | ||||||||||||||
Number | Percent | Voting | ||||||||||||
Beneficial Owners | Class | of Shares | of Class | Power | ||||||||||
Roy W. Begley, Jr.(1) Director | Common | 8,328 | .035 | .018 | ||||||||||
Craig J. Brown(2)(3) | ||||||||||||||
Sr. Vice President, Treasurer & Chief Financial Officer | Common | 248,853 | 1.047 | .525 | ||||||||||
F. David Clarke, III(2)(4) Director | Common Class A | 15,889 5,096 | .067 .108 | .087 | ||||||||||
Robert J. Crescenzi(2) Vice President, Business Excellence | Common | 55,151 | .232 | .116 | ||||||||||
Paul H. Granzow(2)(5) Director & Chairman of Board | Common | 114,563 | .482 | .242 | ||||||||||
Sherrill W. Hudson(2)(7) Director | Common | 6,000 | .025 | .013 | ||||||||||
Kathryn A. Lamme(2) Vice President, General Counsel & Secretary | Common | 55,287 | .233 | .117 | ||||||||||
Joseph P. Morgan, Jr.(2) Vice President, Chief Technology Officer | Common | 57,958 | .244 | .122 | ||||||||||
Dennis L. Rediker(2)(6) Director, President & Chief Executive Officer | Common | 236,314 | .994 | .499 | ||||||||||
Ann Scavullo(2) Director | Common | 8,480 | .036 | .018 | ||||||||||
John J. Schiff, Jr.(2) Director | Common | 52,700 | .222 | .111 | ||||||||||
John Q. Sherman, II(2) Director | Common | 15,111 | .064 | .032 | ||||||||||
All current executive officers and directors as a group (13 persons)(2) | Common Class A | 929,783 5,096 | 3.912 .108 | 1.962 .054 | ||||||||||
(1) | Margaret Begley, the wife of Roy W. Begley, Jr., owns 140 shares of common stock, as to which Mr. Begley disclaims beneficial ownership. Mrs. Begley is also the trustee of 600 shares of common stock for the benefit of their children, Lauren A. Begley and Kathleen A. Begley, as to which Mr. Begley disclaims beneficial ownership. |
(2) | Includes the following options to purchase Standard Register common stock exercisable before April 29, 2005: Roy W. Begley, Jr., 4,000 shares; Craig J. Brown, 225,465 shares; F. David Clarke, III, 4,000 shares; Robert J. Crescenzi, 47,755 shares; Paul H. Granzow, 65,000 shares; Sherrill W. Hudson, 4,000 shares; Kathryn A. Lamme, 44,500 shares: Joseph P. Morgan, 45,100 shares; Dennis L. Rediker, 63,496 shares; Ann Scavullo, 4,000 shares; John Q. Sherman, II, 4,000 shares; and all executive officers and directors as a group, 566,506 shares. |
(3) | Rebecca H. Appenzeller, the wife of Craig J. Brown, owns 10,500 shares of Standard Register common stock. Mr. Brown disclaims beneficial ownership of these shares. Todd J. Brown, a child of Craig J. Brown, owns 50 shares of Standard Register common stock. Craig J. Brown also disclaims beneficial ownership of these shares. |
(4) | F. David Clarke, III, and his wife, Loretta M. Clarke, own as joint tenants 6,776 shares of Standard Register common stock, which is accounted for in the total noted. |
(5) | Paul H. Granzow (along with James L. Sherman) is a trustee under the Will of John Q. Sherman. The trustees have the power to vote shares held in the four separate trusts in the event that the beneficiaries of the trusts do not desire to exercise their right to vote the shares. The John Q. Sherman Trusts own 2,516,856 shares of class A stock and 5,810,508 shares of common stock which in the aggregate represents 38.81% of the outstanding votes of the Company. The trustees share the investment power with respect to class A and common stock held by the trusts. The beneficiaries of the trusts do not have the investment power with respect to the securities in these trusts. Lana T. Granzow, the wife of Paul H. Granzow, owns 3,659.38 shares of Standard Register common stock. Mr. Granzow disclaims beneficial ownership of these shares. |
(6) | Sharon A. Rediker, the wife of Dennis L. Rediker, owns 581 shares of common stock, as to which Mr. Rediker disclaims beneficial ownership. Mrs. Rediker is also the custodian of 780 shares of common stock for the benefit of her grandchildren, as to which Mr. Rediker disclaims beneficial ownership. |
(7) | These shares are held jointly with Mr. Hudson’s wife, Mary Ann Hudson. |
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Long-Term | ||||||||||||||||||||||||
Compensation Awards | ||||||||||||||||||||||||
Restricted | Securities | |||||||||||||||||||||||
Annual Compensation | Stock | Underlying | All Other | |||||||||||||||||||||
Award | Options | Compensation | ||||||||||||||||||||||
Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | ($)(2) | (#) | ($)(3) | ||||||||||||||||||
Dennis L. Rediker | 2004 | 700,000 | 0 | 0 | 0 | 6,150 | ||||||||||||||||||
President & | 2003 | 700,000 | 0 | 352,000 | 50,000 | 3,500 | ||||||||||||||||||
Chief Executive Officer | 2002 | 699,423 | 0 | 0 | 0 | 5,500 | ||||||||||||||||||
Craig J. Brown | 2004 | 280,288 | 0 | 0 | 18,590 | 1,026 | ||||||||||||||||||
Sr. Vice President, Treasurer | 2003 | 275,000 | 0 | 164,407 | 39,375 | 1,200 | ||||||||||||||||||
& Chief Financial Officer | 2002 | 274,712 | 0 | 293,401 | 17,500 | 1,007 | ||||||||||||||||||
Joseph P. Morgan, Jr. | 2004 | 259,515 | 6,000 | 0 | 17,050 | 5,513 | ||||||||||||||||||
Vice President, | 2003 | 250,000 | 0 | 107,373 | 28,050 | 4,980 | ||||||||||||||||||
Chief Technology Officer | 2002 | — | — | — | — | |||||||||||||||||||
Kathryn A. Lamme | 2004 | 227,246 | 6,000 | 0 | 10,000 | 575 | ||||||||||||||||||
Vice President, | 2003 | 220,000 | 0 | 64,160 | 13,500 | 671 | ||||||||||||||||||
General Counsel & Secretary | 2002 | 194,615 | 0 | 166,124 | 5,000 | 181 | ||||||||||||||||||
Robert J. Crescenzi | 2004 | 200,000 | 6,000 | 0 | 8,130 | 4,978 | ||||||||||||||||||
Vice President, | 2003 | 200,000 | 0 | 65,853 | 14,625 | 6,000 | ||||||||||||||||||
Business Excellence | 2002 | 199,908 | 0 | 97,559 | 6,500 | 4,747 | ||||||||||||||||||
Peter A. Dorsman(4) | 2004 | 480,000 | 0 | 0 | 41,250 | 348,054 | ||||||||||||||||||
Executive Vice President, | 2003 | 418,366 | 0 | 312,413 | 71,250 | 1,038 | ||||||||||||||||||
Chief Operating Officer | 2002 | 399,500 | 0 | 433,649 | 27,500 | 1,061 | ||||||||||||||||||
M. Jay Romans(5) | 2004 | 236,808 | 0 | 0 | 28,130 | 3,972 | ||||||||||||||||||
Sr. Vice President, | 2003 | 235,000 | 0 | 138,400 | 37,500 | 3,700 | ||||||||||||||||||
Human Resources | 2002 | 234,808 | 0 | 210,350 | 15,000 | 4,981 | ||||||||||||||||||
(1) | Each year’s amounts include cash and/or stock incentives earned by the officers in that year but paid in the following year. With respect to the year 2004, the amounts are special recognition awards granted by the Compensation Committee to recognize accomplishments in 2004 that stabilized revenues, and to provide additional incentives to achieve goal in 2005. The award is further described in the Compensation Committee report. |
(2) | The amount recorded for 2002 is the value of stock grants made pursuant to The Standard Register Company 2002 Equity Incentive Plan and additional shares issued under a “Turn-Around Incentive” in 2002. The 2002 grants under the Equity Incentive Plan vest ratably over four years commencing on the first anniversary of date of grant. The grants under the “Turn-Around Incentive” vest four years from date of grant. Of the 2002 grants under the Equity Incentive Plan, Mr. Brown received 5,833 shares; Mr. Morgan received 3,000 shares; Ms. Lamme received 1,667 shares; Mr. Crescenzi received 2,167 shares, Mr. Dorsman received 9,167 shares, and Mr. Romans received 5,000 shares. The 2002 grants under the “Turn-Around Incentive” were Mr. Brown-5,000 shares; Ms. Lamme-4,000 shares; Mr. Crescenzi-1,500 shares; Mr. Dorsman-7,000 shares; and Mr. Romans-3,000 shares. |
(3) | The amounts in this column for Messrs. Rediker, Brown, Morgan, Crescenzi, Dorsman and Romans and Ms. Lamme are the matching contributions paid by the Company to The Standard Register Employees Savings Plan. The Savings Plan has two formulas for determining the percentage match from the Company. The original formula provides that for the first 6% of the participant’s compensation |
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deferred into the Savings Plan, the Company will match ten cents on the dollar. The original formula is used in connection with the traditional retirement plan benefit formula, described in the section “Retirement Plans.” Messrs. Brown and Dorsman, and Ms. Lamme are covered by the original formula. Messrs. Rediker, Morgan, Crescenzi and Romans are covered by the second formula, used in connection with the pension equity plan retirement benefit formula applicable to all employees joining the Company after January 1, 2000. The second formula matches fifty cents on the dollar for the first 6% of the participants’ compensation deferred into the Savings Plan. Employee compensation deferrals to the Savings Plan are fully vested. The matching contribution vests after five years of service with Standard Register. | |
(4) | Mr. Dorsman resigned as an officer of the company on June 30, 2004. He terminated from the Company on December 30, 2004. The amount in the “All Other Compensation” column for Mr. Dorsman for 2004 includes $346,962, the value accrued at December 30, 2004, for separation pay pursuant to agreement with Mr. Dorsman. |
(5) | Mr. Romans resigned from the company on December 3, 2004. |
Served As | ||||
Name | Age | Officer Since | ||
Craig J. Brown | 55 | 1987 | ||
Mr. Brown has been Senior Vice President, Treasurer & Chief Financial Officer since March 1995. From January 1993 until March 1995, he was Vice President-Finance, Treasurer and Chief Financial Officer. Prior to January 1993, he served Standard Register in various executive and financial positions. | ||||
Joseph P. Morgan, Jr. | 45 | 2003 | ||
Mr. Morgan has been Vice President, Chief Technology Officer, since January 2003. He served as President and Chief Executive Officer of SMARTworks, LLC, a wholly owned subsidiary of the company, from July 2001 until January 2003. From January 2001 to July 2001, Mr. Morgan was President and Chief Executive Officer of Transvision, Inc. Mr. Morgan served as President and Chief Operating Officer of eflatbed.com from February 2000 to January 2001, and was also Executive Vice President of Quadivius, Inc., the holding company for eflatbed.com, from August 2000 to January 2001. From November 1999 to February 2000, Mr. Morgan was principal of J. P. Morgan, Jr. Consulting. He served as President and Chairman of SONY Chemical Corporation of America from June 1994 to November 1999. | ||||
Kathryn A. Lamme | 58 | 1998 | ||
Ms. Lamme has served as Vice President, General Counsel & Secretary of the Company since April 2002. From April 1998 to April 2002, she was Vice President, Secretary & Deputy General Counsel. Before April 1998, she was in private practice. | ||||
Robert J. Crescenzi | 54 | 2001 | ||
Mr. Crescenzi joined the Company in January 2001 as Vice President, Six Sigma. In January 2004 he became Vice President, Business Excellence, his current role. Prior to joining the Company, Mr. Crescenzi was the Vice President, Customer Satisfaction and Quality, for the Enterprise Services and Solutions Group, Compaq Corporation, from January 1998 to December 2000. |
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Average of Five | Years of Credited Service | |||||||||||||||||||||||||||||||||
Highest Years of | ||||||||||||||||||||||||||||||||||
Compensation | 1 | 5 | 10 | 15 | 20 | 25 | 30 | 35 | ||||||||||||||||||||||||||
$ | 200,000 | $ | 2,600 | $ | 13,000 | $ | 26,000 | $ | 39,000 | $ | 52,000 | $ | 65,000 | $ | 78,000 | $ | 91,000 | |||||||||||||||||
300,000 | 3,900 | 19,500 | 39,000 | 58,500 | 78,000 | 97,500 | 117,000 | 136,000 | ||||||||||||||||||||||||||
400,000 | 5,200 | 26,000 | 52,000 | 78,000 | 104,000 | 130,000 | 156,000 | 182,000 | ||||||||||||||||||||||||||
500,000 | 6,500 | 32,500 | 65,000 | 97,500 | 130,000 | 162,500 | 195,000 | 227,500 | ||||||||||||||||||||||||||
600,000 | 7,800 | 39,000 | 78,000 | 117,000 | 156,000 | 195,000 | 234,000 | 273,000 | ||||||||||||||||||||||||||
700,000 | 9,100 | 45,500 | 91,000 | 136,500 | 182,000 | 227,500 | 273,000 | 318,500 | ||||||||||||||||||||||||||
800,000 | 10,400 | 52,000 | 104,000 | 156,000 | 208,000 | 260,000 | 312,000 | 364,000 | ||||||||||||||||||||||||||
900,000 | 11,700 | 58,500 | 117,000 | 175,000 | 234,000 | 242,500 | 351,000 | 409,500 | ||||||||||||||||||||||||||
1,000,000 | 13,000 | 65,000 | 130,000 | 195,000 | 260,000 | 325,000 | 390,000 | 455,000 | ||||||||||||||||||||||||||
1,100,000 | 14,300 | 71,500 | 143,000 | 214,500 | 286,000 | 357,500 | 429,000 | 500,500 | ||||||||||||||||||||||||||
1,200,000 | 15,600 | 78,000 | 156,000 | 234,000 | 312,000 | 390,000 | 468,000 | 546,000 |
Average of Five | Years of Credited Service | |||||||||||||||||||||||||||||||||
Highest Years of | ||||||||||||||||||||||||||||||||||
Compensation | 1 | 5 | 10 | 15 | 20 | 25 | 30 | 35 | ||||||||||||||||||||||||||
$ | 200,000 | $ | 700 | $ | 3,400 | $ | 6,800 | $ | 10,600 | $ | 14,800 | $ | 19,900 | $ | 26,300 | $ | 33,900 | |||||||||||||||||
300,000 | 1,000 | 5,100 | 10,200 | 15,900 | 22,300 | 29,900 | 39,400 | 50,900 | ||||||||||||||||||||||||||
400,000 | 1,400 | 6,800 | 13,600 | 21,200 | 29,700 | 39,900 | 52,600 | 67,800 | ||||||||||||||||||||||||||
500,000 | 1,700 | 8,500 | 17,000 | 26,500 | 37,100 | 49,800 | 65,700 | 84,800 | ||||||||||||||||||||||||||
600,000 | 2,000 | 10,200 | 20,400 | 31,800 | 44,500 | 59,800 | 78,900 | 101,800 | ||||||||||||||||||||||||||
700,000 | 2,400 | 11,900 | 23,700 | 37,100 | 51,900 | 69,700 | 92,000 | 118,700 | ||||||||||||||||||||||||||
800,000 | 2,700 | 13,600 | 27,100 | 42,400 | 59,400 | 79,700 | 105,100 | 135,700 | ||||||||||||||||||||||||||
900,000 | 3,100 | 15,300 | 30,500 | 47,700 | 66,800 | 89,700 | 118,300 | 152,600 | ||||||||||||||||||||||||||
1,000,000 | 3,400 | 17,000 | 33,900 | 53,000 | 74,200 | 99,600 | 131,400 | 169,600 | ||||||||||||||||||||||||||
1,100,000 | 3,700 | 18,700 | 37,300 | 58,300 | 81,600 | 109,600 | 144,600 | 186,600 | ||||||||||||||||||||||||||
1,200,000 | 4,100 | 20,400 | 40,700 | 63,600 | 89,000 | 119,600 | 157,700 | 203,500 |
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Average of Five | Years of Officer Service in Excess of Five | |||||||||||||||||
Highest Years of | ||||||||||||||||||
Compensation | 1 | 5 | 10 | 15 | ||||||||||||||
$ | 200,000 | $ | 6,100 | $ | 30,500 | $ | 61,000 | $ | 91,500 | |||||||||
300,000 | 9,150 | 45,750 | 91,500 | 137,250 | ||||||||||||||
400,000 | 12,200 | 61,000 | 122,000 | 183,000 | ||||||||||||||
500,000 | 15,250 | 76,250 | 152,500 | 228,750 | ||||||||||||||
600,000 | 18,300 | 91,500 | 183,000 | 274,500 | ||||||||||||||
700,000 | 21,350 | 106,750 | 213,500 | 320,250 | ||||||||||||||
800,000 | 24,400 | 122,000 | 244,000 | 366,000 | ||||||||||||||
900,000 | 27,450 | 137,250 | 274,500 | 411,750 | ||||||||||||||
1,000,000 | 30,500 | 152,500 | 305,000 | 457,500 | ||||||||||||||
1,100,000 | 33,550 | 167,750 | 335,500 | 503,250 | ||||||||||||||
1,200,000 | 36,600 | 183,000 | 366,000 | 549,000 |
Average of | ||||||||||||
the Highest Five | Years of | Years of | ||||||||||
Years of | Credited | Officer | ||||||||||
Name | Total Compensation | Service | Service | |||||||||
Dennis L. Rediker | $ | 770,939 | 5 | 5 | ||||||||
Craig J. Brown | 569,077 | 30 | 18 | |||||||||
Joseph P. Morgan, Jr.(1) | 256,102 | 4 | 4 | |||||||||
Kathryn A. Lamme | 235,462 | 7 | 7 | |||||||||
Robert J. Crescenzi | 237,815 | 4 | 4 | |||||||||
Peter A. Dorsman | 573,310 | 9 | 9 | |||||||||
M. Jay Romans | 265,001 | 4 | 4 | |||||||||
(1) | Mr. Morgan’s service as President and CEO of the Company’s wholly owned subsidiary, SMARTworks, LLC, is counted for purposes of the retirement plans. |
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Potential Realizable | ||||||||||||||||||||||||
Value at Assumed | ||||||||||||||||||||||||
Number of | % of | Annual Rate of Stock | ||||||||||||||||||||||
Shares | Total Options | Price Appreciation for | ||||||||||||||||||||||
Underlying | Granted to | Exercise | Option Term | |||||||||||||||||||||
Options | Employees in | Price | Expiration | |||||||||||||||||||||
Name | Granted | 2003 | (per share) | Date | 5% | 10% | ||||||||||||||||||
Dennis L. Rediker | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||
Craig J. Brown | 18,590 | 2.9 | % | $ | 18.01 | 2/18/14 | $ | 210,558 | $ | 533,594 | ||||||||||||||
Joseph P. Morgan, Jr. | 17,050 | 2.6 | % | 18.01 | 2/18/14 | 193,115 | 489,391 | |||||||||||||||||
Kathryn A. Lamme | 10,000 | 1.5 | % | 18.01 | 2/18/14 | 113,264 | 287,033 | |||||||||||||||||
Robert J. Crescenzi | 8,130 | 1.3 | % | 18.01 | 2/18/14 | 92,034 | 233,358 | |||||||||||||||||
Peter A. Dorsman | 41,250 | 6.4 | % | 18.01 | 2/18/14 | 0 | 0 | |||||||||||||||||
M. Jay Romans | 28,130 | 4.4 | % | 18.01 | 2/18/14 | 318,611 | 807,424 |
Number of | Value of | |||||||||||||||
Shares Underlying | Unexercised | |||||||||||||||
Unexercised | In-the-Money | |||||||||||||||
Shares | Options | Options at | ||||||||||||||
Acquired | at 1/2/05 | 1/2/05 | ||||||||||||||
on | Value | Exercisable/ | Exercisable/ | |||||||||||||
Name | Exercise | Realized | Unexercisable | Unexercisable | ||||||||||||
Dennis L. Rediker | 0 | 0 | 63,496/3,374 | $ | 28,612/$7,153 | |||||||||||
Craig J. Brown | 0 | 0 | 224,465/1,000 | 67,050/0 | ||||||||||||
Joseph P. Morgan, Jr. | 0 | 0 | 45,100/0 | 0/0 | ||||||||||||
Kathryn A. Lamme | 0 | 0 | 44,500/0 | 13,410/0 | ||||||||||||
Robert J. Crescenzi | 0 | 0 | 44,380/3,375 | 0/0 | ||||||||||||
Peter A. Dorsman | 13,000 | $ | 16,750 | 192,063/0 | 74,500/0 | |||||||||||
M. Jay Romans | 0 | 0 | 34,375/0 | 0/0 |
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FEES TO INDEPENDENT AUDITOR | FY 2004 | FY 2003 | ||||||
Audit Fees | $ | 1,056,000 | $ | 756,000 | ||||
Audit-Related Fees | 71,500 | 90,500 | ||||||
Tax Fees | 7,000 | 7,000 | ||||||
All Other Fees | 0 | 0 | ||||||
Total Fees | $ | 1,134,500 | $ | 853,500 | ||||
• | Standard Register’s 1995 Stock Option Plan (the “Stock Option Plan”) as approved by the shareholders on April 17, 1996 | |
• | The Standard Register 2002 Equity Incentive Plan (the “Equity Incentive Plan”), as approved by the shareholders on April 17, 2000 | |
• | Management Incentive Compensation Plan (“Incentive Plan”) as approved by the shareholders on April 16, 1997, and amended by the shareholders on April 17, 2002, and | |
• | The Deferred Compensation Plan. |
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(a) the cumulative amount of dividends, assuming dividend reinvestment during the periods presented, and | |
(b) the difference between our share price at the end and beginning of the periods presented |
![(PERFORMANCE GRAPH)](https://capedge.com/proxy/DEF 14A/0000950152-05-002398/l11991al1199101.gif)
1999 | 2000 | 2001 | 2002 | 2003 | 2004 | |||||||
Standard Register | 1.00 | 0.79 | 1.08 | 1.09 | 1.07 | 0.97 | ||||||
Modified Peer Group | 1.00 | 0.90 | 1.11 | 1.17 | 1.33 | 1.29 | ||||||
S&P 500 Index | 1.00 | 0.90 | 0.78 | 0.60 | 0.76 | 0.82 | ||||||
S&P SmallCap 600 Industrial Index | 1.00 | 1.04 | 1.07 | 0.94 | 1.22 | 1.55 | ||||||
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BY ORDER OF THE BOARD OF DIRECTORS | |
Kathryn A. Lamme | |
Vice President, General Counsel | |
& Secretary | |
Dayton, Ohio |
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4.1. To select each year the independent auditors to audit the annual financial statements of the Company and its consolidated subsidiaries; to set the fees charged for such audits; to pre-approve and set fees for special engagements given to such auditors. | |
4.2. To meet with the independent auditors, Chief Executive Officer, Chief Financial Officer, internal auditor and any other Company executives both individually and together, as the Committee deems appropriate at such times as the Committee shall determine to discuss and review: |
(a) the terms of engagement for the independent auditors, the scope of the audit, and the procedures to be used; | |
(b) the Company’s quarterly and audited annual financial statements, including any related notes, the Company’s specific disclosures and discussion under “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and the independent auditors’ report, in advance of publication; | |
(c) the Company’s earnings’ press release and financial information and guidance, if any, provided to analysts and rating agencies; | |
(d) the performance and results of the external and internal audits, including the independent auditors’ management letter, and management’s responses thereto; | |
(e) the effectiveness of the Company’s system of internal controls, including computerized information systems and security; any recommendations by the independent auditor and internal auditor regarding internal control issues and any actions taken in response thereto; and, the internal control certification and attestation required to be made in connection with the Company’s quarterly and annual financial reports; | |
(f) the environment (cooperation, restrictions, etc.) within which the audit was conducted including any limitations imposed by the Company’s personnel on the independent auditors; the independent auditor’s discussion of the budget and staff of the internal audit function; | |
(g) any significant risks or exposures and to assess the steps management has taken to minimize such risks to the Company, and assure compliance with Company policies; | |
(h) the overall adequacy of the Company’s programs, systems and procedures for compliance with legal and regulatory requirements and for assurance that the management and affairs of the Company are conducted with all due regard for ethical and legal constraints; | |
(i) any audit problems or difficulties, including disputes between management and the independent auditors, and to attempt to resolve any such differences; and |
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(j) such other matters in connection with overseeing the financial reporting process and the maintenance of internal controls as the Committee shall deem appropriate. |
4.3. To consult, at least annually with the independent auditors and, when appropriate, internal auditors out of the presence of management; to establish direct communication between the auditors and the Audit Committee and to assure the freedom of action necessary to accomplish their responsibilities. | |
4.4. To ensure that the independent auditors submit on a periodic basis, at least annually, to the Audit Committee a formal written statement delineating all relationships between the independent auditors and the Company, the firm’s internal quality control procedures and peer review results and any issues raised therein, and inquiries by governmental or professional authorities within the past five years regarding audits conducted by the firm and results thereof. | |
4.5. To actively engage in a dialogue with the independent auditors with respect to any disclosed relationships or services that may impact the objectivity and independence of the independent auditors and to take appropriate action in response to the independent auditors’ report to satisfy itself of the independent auditors’ independence; to periodically evaluate the independent auditors’ qualifications and performance including a review of the lead partner, taking into account the opinion of management and the internal auditor; and to set hiring policies for employees and former employees of the independent auditor. | |
4.6. To review critical accounting policies and financial statement presentation; to discuss with management and the independent auditors significant financial reporting issues and judgments made in preparation of the Company’s financial statements including the effect of alternative accounting methods; to review major changes in accounting policies. | |
4.7. To review and reassess annually the adequacy of the Audit Committee Charter and propose any appropriate changes to the Board. | |
4.8. To initiate, at its discretion, investigations within the parameters of its responsibilities. | |
4.9. To review compliance with the Company’s code of ethics. | |
4.10. To prepare the Committee’s report for inclusion in the Company’s annual proxy statement. | |
4.11. To report to the entire Board at such times as the Committee shall determine, but not less than twice a year. | |
4.12. To conduct an annual evaluation of the Committee’s performance. | |
4.13. To establish procedures for the receipt, retention and treatment of complaints on accounting, internal accounting controls or auditing matters including confidential, anonymous submissions by Company employees regarding questionable accounting or auditing matters. |
5.1. To act by a majority vote of Committee members present at a meeting. A majority of the entire Committee shall constitute a quorum at any meeting, unless otherwise provided by the Board of Directors. | |
5.2. To keep minutes of the meetings of the Audit Committee through the use of the Secretary of the Company or, during his or her absence, such other person as may be designated by the Chairman of the Audit Committee. | |
5.3. To hold regularly scheduled meetings and such special meetings as the Audit Committee may from time to time deem necessary. | |
5.4. All contacts on behalf of the Audit Committee, outside of the regular or special meetings, shall be conducted only by either the Chairman of the Audit Committee or such other member of the Audit Committee as the Board of Directors or a majority of the entire membership of the Audit Committee may from time to time appoint for such purpose. | |
5.5. Subject to the required procedures above set forth, to adopt such other procedures as the Audit Committee deems advisable from time to time as are consistent with and pursuant to the objectives and functions of the Audit Committee hereinabove set forth. |
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[STANDARD LOGO]
THE STANDARD REGISTER COMPANY
600 ALBANY STREET
DAYTON, OH 45408
AUTO DATA PROCESSING
INVESTOR COMM SERVICES
ATTENTION:
TEST PRINT
51 MERCEDES WAY
EDGEWOOD, NY
11717
VOTE BY INTERNET —www.proxyvote.com
Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.
VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to The Standard Register Company, c/o ADP, 51 Mercedes Way, Edgewood, NY 11717.
123,456,789,012.00000
000000000000
A/C 1234567890123456789
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:x
STNREG KEEP THIS PORTION FOR YOUR RECORDS
THE STANDARD REGISTER COMPANY
02 0000000000 21474856499
Vote On Directors | |||||
1. | Election of Eight Directors | ||||
(01) Roy W. Begley, Jr. | (05) Dennis L. Rediker | ||||
(02) F. David Clarke, III | (06) Ann Scavullo | ||||
(03) Paul H. Granzow | (07) John J. Schiff, Jr. | ||||
(04) Sherill W. Hudson | (08) John Q. Sherman, II |
For All | Withhold All | For All Except | To withhold authority to vote, mark “For All Except” and write the nominee’s number on the line below. | |||
o | o | o | ||||
2. | According to their best judgment on any and all matters as may properly come before the meeting or any adjournments thereof. The Board of Directors does not know of any other matter to be brought before the Annual Meeting other than the one described above. | |
Mark box at right if comments have been noted on the reverse side of this card. | o |
AUTO DATA PROCESSING
INVESTOR COMM SERVICES
ATTENTION:
TEST PRINT
61 MERCEDES WAY
EDGEWOOD, NY
11717
Please be sure to sign and date this Proxy.
Signature [PLEASE SIGN WITHIN BOX] | Date | Signature (Joint Owners) | Date | 123,456,789,012 | ||||||
853887107 | ||||||||||
42 |
P08500
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THE STANDARD REGISTER COMPANY
Proxy for Annual Meeting of Shareholders — April 28, 2005
This Proxy Is Solicited on Behalf of the Board of Directors
The undersigned, a shareholder of The Standard Register Company (the “Company”) hereby appoints DENNIS L. REDIKER and PAUL H. GRANZOW (“Appointed Proxies”), each with full power to substitute or act alone, to vote, cumulatively or otherwise (the action of a majority of these present to control), with respect to all shares of stock of the undersigned in the Company at the Annual Meeting of Shareholders of the Company (“Annual Meeting”) to be held April 28, 2005, and at any adjournments thereof, upon the matters listed on the reverse side hereof.
THE APPOINTED PROXIES WILL VOTE FOR THE MATTER SET FORTH ON THE REVERSE SIDE, WHICH IS MORE FULLY DESCRIBED IN THE PROXY STATEMENT, UNLESS A CONTRARY CHOICE IS SPECIFIED ON THE REVERSE SIDE, IN WHICH CASE, THE APPOINTED PROXIES WILL VOTE OR WITHHOLD IN ACCORDANCE WITH INSTRUCTIONS GIVEN.
PLEASE MARK, SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.
Please sign exactly as your name(s) appear(s) on the reverse side hereof. Joint owners should each sign personally. Trustees and other fiduciaries should indicate the capacity in which they sign, and where more than one name appears, a majority must sign. If a corporation, this signature should be that of an authorized officer who should state his or her title.
COMMENTS: | ||
(IF YOU NOTED ANY COMMENTS ABOVE, | ||
PLEASE CHECK THE APPROPRIATE BOX ON THE REVERSE SIDE.) |