UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No.__ )
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Reg. (S) 240.14a-101. SEC 1913 (3-99) |
P e o p l e • P r o d u c t i v i t y • P r o c e s s e s • P e r f o r m a n c e
2002 Proxy Statement and
Notice of Annual Meeting
of Stockholders
![]() | Sheldon R. Erikson Chairman of the Board, President and Chief Executive Officer |
Very truly yours, |
![]() |
Sheldon R. Erikson |
![]() | COOPER CAMERON CORPORATION 1333 West Loop South, Suite 1700 Houston, Texas 77027 |
10:00 a.m. on May 9, 2002 |
1333 West Loop South, Suite 1700, Houston, Texas |
1. | Elect two members to Class I of the Board of Directors. |
2. | Ratify the appointment of independent auditors for 2002. |
3. | Transact such other business as may properly come before the Meeting or any adjournment thereof. |
March 13, 2002 |
The Annual Report for the year ended December 31, 2001, which is not a part of the proxy solicitation material, has been mailed along with this Notice and accompanying Proxy Statement. |
Stockholders of record may appoint proxies and vote their shares in one of three ways: |
Ÿ | via Internet pursuant to the instructions on the proxy card, |
Ÿ | calling the toll-free number on the enclosed proxy card, or |
Ÿ | signing, dating and mailing the enclosed proxy card in the envelope provided. |
Stockholders whose shares are held by a bank, broker or other financial intermediary may appoint proxies and vote as provided by that bank, broker or intermediary. |
Any proxy may be revoked in the manner described in the accompanying Proxy Statement at any time prior to its exercise at the meeting. |
By Order of the Board of Directors, |
![]() |
William C. Lemmer |
Vice President, General Counsel and Secretary |
March 25, 2002 |
Ÿ | by Internet |
Ÿ | by telephone |
Ÿ | by signing, dating and returning a proxy card. |
Ÿ | when a signed proxy card is returned with no choice indicated, in which case shares will be voted either as recommended by the Board, or, if the shares are held in one or more of the Cooper Cameron Retirement Plans, they will be voted in the same proportion as the other shares in the Retirement Plans have been voted; and |
Ÿ | if a proposal, other than the election of directors or ratification of the appointment of independent auditors for 2002, is properly presented for consideration at the Meeting, the persons named in the proxy card will exercise their discretion in voting on the proposal. |
Ÿ | notifying the Secretary of the Company in writing, or |
Ÿ | signing and returning a later-dated proxy. |
AUDIT | COMPENSATION | |
---|---|---|
Nathan M. Avery | C. Baker Cunningham | |
Lamar Norsworthy | Grant A. Dove* | |
Michael E. Patrick* | David Ross III |
Ÿ | The scope and adequacy of the Company’s internal controls and financial reporting processes and the reliability of the Company’s financial statements; |
Ÿ | The independence and performance of the Company’s internal and independent auditors; and |
Ÿ | The Company’s compliance with legal and regulatory requirements related to the filing and disclosure of the quarterly and annual financial statements of the Company. |
Ÿ | Recommending the selection of independent auditors, and approving the scope, timing and fees of the annual audit as well as any non-audit services to be provided by the independent auditors; |
Ÿ | Reviewing the scope and adequacy of the internal audit function, plans and significant findings; |
Ÿ | Meeting with management and with the independent auditors to review the scope, procedures and results of the audit, the appropriateness of accounting principles and disclosure practices, and the adequacy of the Company’s financial and auditing personnel and resources; |
Ÿ | Meeting with management and the internal and external auditors to review the Company’s internal controls, including computerized information systems control and security; |
Ÿ | Reviewing the Company’s financial statements and earnings releases prior to filing; |
Ÿ | Reviewing significant changes in accounting standards and legal and regulatory matters that may impact the financial statements; |
Ÿ | Meeting with management to review compliance policies and programs, including the Company’s conflict of interest and ethical conduct policy (Standards of Conduct Policy); and |
Ÿ | Conferring independently with the internal auditors and the independent auditors in carrying out these functions. |
Ÿ | The Committee approved the scope of the Company’s internal and independent audits; |
Ÿ | The Committee met with the internal and independent auditors, with and without management present, to discuss the results of their examinations, their evaluations of the Company’s internal controls and the overall quality of the Company’s financial reporting; |
Ÿ | The Committee reviewed the audited financial statements with management, including a discussion of the quality, not just the acceptability, of the accounting principles, the reasonableness of significant judgments, and the clarity of disclosures in the financial statements, and received management’s representation that the Company’s financial statements were prepared in accordance with generally accepted accounting principles; |
Ÿ | The Committee discussed with Ernst & Young LLP the matters required to be discussed by Statement on Auditing Standards No. 61, including their judgments as to the quality, not just the acceptability, of the Company’s accounting principles, estimates and financial statements and such other matters as are required to be discussed with the Committee under auditing standards generally accepted in the United States; and |
Ÿ | The Committee discussed with Ernst & Young LLP their independence from management and the Company, including the matters in the written disclosures required by the Independence Standards Board Standard No. 1, and considered the compatibility of nonaudit services with the auditors’ independence. |
AUDIT COMMITTEE, |
Michael E. Patrick, Chairman |
Nathan M. Avery |
Lamar Norsworthy |
SERVICES | AMOUNT | ||
---|---|---|---|
Audit Fees | $463,000 | ||
Audit-Related Fees: | |||
Foreign Subsidiary Audits and Related Matters | $430,800 | ||
Internal Audit Assistance | $321,800 | ||
$752,600 | |||
Financial Information Systems Design and Implementation Fees | $ -0- |
All Other Fees: | ||
Tax Consulting and Advisory Services | $264,500 | |
Other | $ 46,900 | |
$311,400 | ||
COMPENSATION | AMOUNT/NUMBER | ||
---|---|---|---|
Annual Board Retainer | $30,000 | ||
Annual Option Grant | 6,000 shares | ||
Board/Committee Meeting Fee | $1,000 |
Directors and Nominee | Number of Shares of Common Stock Owned | Number of Shares That May Be Acquired By Options Exercisable Within 60 Days (1)(2) | Percent of Class | |||||
---|---|---|---|---|---|---|---|---|
Nathan M. Avery | 2,296 | (3) | 30,670 | * | ||||
C. Baker Cunningham | 8,846 | 60,670 | * | |||||
Grant A. Dove | 22,500 | 54,670 | * | |||||
Sheldon R. Erikson | 558,278 | (4) | 762,278 | 2.45 | ||||
Lamar Norsworthy | 3,500 | 0 | * | |||||
Michael E. Patrick | 2,000 | 35,320 | * | |||||
David Ross III | 9,796 | 36,670 | * | |||||
Bruce W. Wilkinson | 0 | (5) | 0 | * | ||||
Executive Officers Named in the Summary Compensation Table Other Than Those Listed Above: | ||||||||
Thomas R. Hix | 89,486 | (4) | 352,343 | * | ||||
A. John Chapman | 23,255 | (4) | 74,292 | * | ||||
Franklin Myers | 29,362 | (4) | 148,405 | * | ||||
William C. Lemmer | 3,963 | (4) | 56,770 | * | ||||
All directors, the director nominee and executive officers as a group (15 persons including those named above) | 784,784 | 1,727,920 | 4.65 |
* | Indicates ownership of less than one percent of Common Stock outstanding. |
(1) | As defined by the SEC, securities beneficially owned include securities that the above persons have the right to acquire at any time within 60 days after December 31, 2001. |
(2) | Includes shares under options in lieu of fees or salaries that have been earned pursuant to either (i) waiver of directors’ fees by the directors or (ii) waiver of salary by executive officers. Such options are not forfeitable or cancelable, expire five years from the effective date and become exercisable one year from effective date. |
(3) | Includes 2,170 shares owned by family members as to which beneficial ownership is disclaimed. |
(4) | Includes shares held in the Cooper Cameron Corporation Retirement Savings Plan as of December 31, 2001. |
(5) | Mr. Wilkinson is a director nominee. |
Ÿ | reviewing the Company’s overall compensation policy, including compensation philosophy and strategy, short- and long-term incentive plans and programs, stock ownership plans, and employee benefit plans; |
Ÿ | reviewing and recommending to the Board the compensation and benefits to be paid or provided to the Board of Directors; |
Ÿ | reviewing the performance of the Chief Executive Officer and recommending to the Board the compensation to be paid to the Chief Executive Officer and approving the compensation to be paid to the other executive officers; and |
Ÿ | reviewing and recommending to the Board employment agreements, termination agreements and severance policies and agreements. |
COMPENSATION COMMITTEE, |
Grant A. Dove, Chairman |
C. Baker Cunningham |
David Ross III |
![](https://capedge.com/proxy/DEF 14A/0000950109-02-001649/g6413664136vblan02.jpg)
Dec. 31, 1996 | Dec. 31, 1997 | Dec. 31, 1998 | Dec. 31, 1999 | Dec. 31, 2000 | Dec. 31, 2001 | |||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|
Cooper Cameron | 100.00 | 159.48 | 64.05 | 127.94 | 172.71 | 105.52 | ||||||
S&P 500 | 100.00 | 131.01 | 165.95 | 198.35 | 178.24 | 154.99 | ||||||
S&P Oil & Gas (Drilling & Equipment) | 100.00 | 152.01 | 85.76 | 115.49 | 155.48 | 104.49 |
![](https://capedge.com/proxy/DEF 14A/0000950109-02-001649/g6413664136vclan01.jpg)
July 5, 1995 | Dec. 31, 1995 | Dec. 31, 1996 | Dec. 31, 1997 | Dec. 31, 1998 | Dec. 31, 1999 | Dec. 31, 2000 | Dec. 31, 2001 | |||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Cooper Cameron. | 100.00 | 176.40 | 380.12 | 606.21 | 243.48 | 486.34 | 656.52 | 401.09 | ||||||||
S&P 500 | 100.00 | 112.55 | 135.35 | 177.33 | 224.62 | 268.47 | 241.25 | 209.79 | ||||||||
S&P Oil & Gas (Drilling & Equipment). | 100.00 | 116.02 | 161.48 | 245.47 | 138.48 | 186.48 | 251.06 | 168.73 |
Annual Compensation | Long-Term Compensation Awards (1) | ||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Name and Principal Position | Year | Salary $ (2) | Bonus $ | Other Annual Compensation $ | Securities Underlying Options/SARs # | All Other Compensation $ (3) | |||||||||
Sheldon R. Erikson | 2001 | 0 | 672,146 | *(5 | ) | 353,594 | 33,941 | ||||||||
Chairman, President and | 2000 | 525,000 | 627,394 | 106,784 | (4) | 705,433 | 66,566 | ||||||||
Chief Executive Officer | 1999 | 0 | 792,099 | 90,775 | (4) | 330,452 | 15,315 | ||||||||
Thomas R. Hix | 2001 | 0 | 163,471 | *(5 | ) | 104,697 | 8,099 | ||||||||
Senior Vice President | 2000 | 265,000 | 151,716 | 69,412 | (4) | 257,408 | 25,154 | ||||||||
of Finance and Chief | 1999 | 0 | 235,123 | 44,960 | (4) | 46,383 | 5,838 | ||||||||
Financial Officer | |||||||||||||||
A. John Chapman | 2001 | 170,000 | 222,700 | *(5 | ) | 76,848 | 19,072 | ||||||||
Vice President and President, | 2000 | 200,000 | 212,835 | *(5 | ) | 33,951 | 14,443 | ||||||||
Cooper Cameron Valves | 1999 | 175,000 | 90,000 | *(5 | ) | 35,000 | 8,937 | ||||||||
Division | |||||||||||||||
Franklin Myers | 2001 | 0 | 132,390 | *(5 | ) | 106,293 | 1,032 | ||||||||
Senior Vice President | 2000 | 265,000 | 0 | 85,036 | (4) | 91,555 | 22,774 | ||||||||
1999 | 0 | 187,115 | 34,603 | (4) | 50,165 | 5,510 | |||||||||
William C. Lemmer (6) | 2001 | 145,000 | 114,430 | *(5 | ) | 35,000 | 12,860 | ||||||||
Vice President, General | 2000 | 235,000 | 105,985 | *(5 | ) | 33,702 | 27,567 | (7) | |||||||
Counsel & Secretary | 1999 | 111,324 | 74,129 | *(5 | ) | 74,000 | 9,063 | (7) |
(1) | Columns dealing with “Restricted Stock Awards” and “LTIP Payouts” have been omitted since no restricted stock awards or LTIP payouts were awarded to the named executives. |
(2) | Under the Cooper Cameron Stock Options in Lieu of Salary Program approved by the Board, certain officers and key management may elect to receive a percentage of base pay in non-qualified stock options under the Company’s Amended and Restated Long-Term Incentive Plan (“LTIP”). Certain of the named executive officers were granted non-qualified stock options in lieu of salary for the periods January 1, 1999 through December 31, 1999 and January 1, 2001 through December 31, 2001 under the Program. The 2001 salaries for the named executive officers for which options could be taken in lieu were: for Mr. Erikson, $600,000; for Mr. Hix, $280,000; for Mr. Chapman, $220,000; for Mr. Myers, $275,000; and for Mr. Lemmer, $245,000. |
(3) | The figures in this column for 1999, 2000 and 2001 include the Company’s contributions to the Cooper Cameron Corporation Retirement Savings Plan, the Cooper Cameron Corporation Supplemental Excess Defined Contribution Plan and amounts paid by the Company for excess life insurance and basic life premiums. |
(4) | Includes cash or deferred payment for loss of benefits due to participation in the Options in Lieu of Salary Program. |
(5) | Perquisites and other personal benefits paid or distributed did not exceed the lesser of $50,000 or 10 percent of this individual’s total salary and bonus. |
(6) | Mr. Lemmer joined the Company as an officer in July 1999. |
(7) | Included in this amount is reimbursement for relocation expenses of $3,630 for 1999 and $12,140 for 2000. |
Individual Grants | Grant Date Present Value ($)(3) | |||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|
Name | Number of Securities Underlying Options/SARs Granted (number of shares)(1) | Percent of Total Options Granted to Employees in 2001 | Exercise or Base Price Per Share (2) | Expiration Date | ||||||||
Sheldon R. Erikson | 194,000 | 9.2 | 33.00 | 11/15/2011 | 2,674,562 | |||||||
95,455 | (5) | 4.5 | 33.00 | 1/1/2007 | 1,315,981 | |||||||
40,823 | (4) | 1.9 | 70.06 | 5/8/2007 | 1,194,844 | |||||||
23,316 | (4) | 1.1 | 70.06 | 10/9/2008 | 682,434 | |||||||
Thomas R. Hix | 60,000 | 2.8 | 33.00 | 11/15/2011 | 827,184 | |||||||
44,697 | (5) | 2.1 | 33.00 | 1/1/2007 | 616,211 | |||||||
A. John Chapman | 42,000 | 2.0 | 33.00 | 11/15/2011 | 579,029 | |||||||
34,848 | (5) | 1.7 | 33.00 | 1/1/2007 | 480,428 | |||||||
Franklin Myers | 50,000 | 2.4 | 33.00 | 11/15/2011 | 689,320 | |||||||
43,636 | (5) | 2.1 | 33.00 | 1/1/2007 | 601,583 | |||||||
12,657 | (4) | 0.6 | 65.40 | 5/8/2007 | 345,816 | |||||||
William C. Lemmer | 35,000 | 1.7 | 33.00 | 11/15/2011 | 482,524 |
(1) | These shares were granted under the Company’s Long-Term Incentive Plan. |
(2) | The exercise price of each option is equal to the fair market value of the Company’s shares on the date of grant of the option. The exercise price may be paid in cash, or, in certain instances, by tendering already owned Cooper Cameron Common Stock having a fair market value on the date of exercise equal to the exercise price, except as noted in footnote (4). |
(3) | The grant date present value is determined using the Black-Scholes option pricing model assuming an expected stock price volatility of .533, a risk-free interest rate of 4.5 percent, a weighted average expected option life of 3.3 years (or remaining time to expiration, if shorter) and no dividend yield. The actual value, if any, that may be realized will depend on the market price of the Company’s Common Stock on the date of exercise. The dollar amounts shown are not intended to forecast possible future appreciation in the Company’s stock price. |
(4) | These shares were granted under the reload feature of the Amended and Restated Long-Term Incentive Plan and vested in full on the date of grant. The exercise price of each option is equal to the closing price on the New York Stock Exchange of the Company’s shares on the day preceeding the date of grant. |
(5) | These shares were granted under the Options in Lieu of Salary program, vest in full in one year and have a five-year term. |
Name | Shares Acquired on Exercise (#) | Value Realized ($) | Number of Securities Underlying Unexercised Options/SARs at 12/31/01 (#) | Value of Unexercised In-the-Money Options/SARs at 12/31/01 ($) (1) | |||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Exercisable | Unexercisable | Exercisable | Unexercisable | ||||||||||
Sheldon R. Erikson | 110,001 | 4,369,174 | 706,464 | 492,435 | 700,803 | 2,130,389 | |||||||
Thomas R. Hix | 0 | 0 | 326,296 | 173,143 | 656,487 | 770,570 | |||||||
A. John Chapman | 0 | 0 | 69,641 | 112,698 | 396,844 | 565,601 | |||||||
Franklin Myers | 19,513 | 606,074 | 122,824 | 168,573 | 219,121 | 689,161 | |||||||
William C. Lemmer | 0 | 0 | 47,468 | 85,234 | 36,400 | 294,000 |
(1) | Values are based on the difference between the exercise price and the closing price of $40.36 per share of Common Stock on the New York Stock Exchange on the last trading day of 2001. |
Name | Year Individual Reaches Age 65 | Annual Estimated Benefit at Age 65 ($) | |||
---|---|---|---|---|---|
Sheldon R. Erikson | 2006 | 106,946 | |||
Thomas R. Hix | 2012 | 78,081 | |||
A. John Chapman | 2006 | 54,050 | |||
Franklin Myers | 2017 | 90,013 | |||
William C. Lemmer | 2009 | 34,205 |
Name and Address of Beneficial Owner | Shares of Common Stock | Percent of Common Stock | |||
---|---|---|---|---|---|
FMR Corp. (1) | 6,704,760 | 12.425 | |||
82 Devonshire Street | |||||
Boston, MA 02109-3614 | |||||
J.P. Morgan & Co., Incorporated (2) | 4,671,146 | 8.6 | |||
270 Park Ave. | |||||
New York, NY 10017 | |||||
Neuberger Berman, Inc. (3) | 3,329,275 | 6.17 | |||
605 Third Ave. | |||||
New York, NY 10158 | |||||
Massachusetts Financial Services Company (4) | 3,035,048 | 5.6 | |||
500 Boylston Street, 15th Flr. | |||||
Boston, MA 02116 |
(1) | According to a Schedule 13G/A filed with the Securities and Exchange Commission (the “SEC”) by FMR Corp., as of December 31, 2001, Fidelity Management & Research Company (Fidelity), a wholly-owned subsidiary of FMR Corp. and an investment adviser registered under Section 203 of the Investment Advisers Act of 1940, is the beneficial owner of 6,666,660 shares or 12.355% of Common Stock. Edward C. Johnson 3d, FMR Corp., through its control of Fidelity, and the funds each has sole power to dispose of the 6,666,660 shares owned by the Funds, but neither FMR Corp nor Edward C. Johnson 3d has the sole power to vote or direct the voting of the shares owned directly by the Fidelity Funds, which power resides with the Funds’ Board of Trustees. Fidelity carries out the voting of the shares under written guidelines established by the Funds’ Boards of Trustees. Fidelity Management Trust Company, a wholly-owned subsidiary of FMR Corp., and a bank as defined in Section 3(a)(6) of the Securities Exchange Act of 1934, is the beneficial owner of 38,100 shares or 0.071% of Common Stock as a result of its serving as investment manager of the institutional account(s). Edward C. Johnson 3d and FMR Corp., through its control of Fidelity Management Trust Company, each has sole dispositive power over 38,100 shares and sole power to vote or to direct the voting of 38,100 shares of common stock owned by the institutional account(s). |
(2) | According to a Schedule 13G filed with the SEC by J.P. Morgan Chase & Co., Incorporated, dated February 12, 2002, J.P. Morgan Chase had sole voting power over 3,351,345 shares of Common Stock, shared voting power over 11,568 shares, sole dispositive power over 4,516,060 shares and shared dispositive power over 95,750 shares. |
(3) | According to a Schedule 13G filed with the SEC by Neuberger Berman, Inc., dated February 11, 2002, Neuberger Berman had sole voting power over 1,448,450 shares of Common Stock, shared voting power over 1,603,600 shares, sole dispositive power over zero shares and shared dispositive power over 3,329,275 shares. In addition, employee(s) of Neuberger Berman, LLC and Neuberger Berman Management, Inc. own 83,800 shares. |
(4) | According to a Schedule 13G filed with the SEC, dated February 11, 2002, Massachusetts Financial Services Company had sole voting power over 2,971,706 shares of Common Stock and sole dispositive power over 3,035,048 shares of Common Stock. |
To be timely, a stockholder’s notice to the Secretary must be delivered to or mailed and received at the principal executive offices of the Corporation not less than sixty (60) days nor more than ninety (90) days prior to the anniversary date of the immediately preceding annual meeting of stockholders [May 9, 2002]. . ., [and] |
To be in proper written form, a stockholder’s notice to the Secretary [of a director nomination] must set forth (a) as to each person whom the stockholder proposes to nominate for election as a director (i) the name, age, business address and residence address of the person, (ii) the principal occupation or employment of the person, (iii) the class or series and number of shares of capital stock of the Corporation which are owned beneficially and of record by the person and (iv) any other information relating to the person that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to Section 14 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder; and (b) as to the stockholder giving the notice (i) the name and record address of such stockholder, (ii) the class or series and number of shares of capital stock of the Corporation which are owned beneficially or of record by such stockholder, (iii) a description of all arrangements or understandings between such stockholder and each proposed nominee and any other person or persons (including their names) pursuant to which the nomination(s) are to be made by such stockholder, (iv) a representation that such stockholder intends to appear in person or by proxy at the annual meeting to nominate the persons named in its notice and (v) any other information relating to such stockholder that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder. Such notice must be accompanied by a written consent of each proposed nominee to being named as a nominee and to serve as a director if elected. |
To be in proper written form, a stockholder’s notice [of a proposal] to the Secretary must set forth as to each matter such stockholder proposes to bring before the annual meeting (i) a brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting, (ii) the name and record address of such stockholder, (iii) the class or series and number of shares of capital stock of the Corporation which are owned beneficially and of record by such stockholder, (iv) a description of all arrangements or understandings between such stockholder and any other person or persons (including their names) in connection with the proposal of such business by such stockholder and any material interest of such stockholder in such business, and (v) a representation that such stockholder intends to appear in person or by proxy at the annual meeting to bring such business before the meeting. |
By Order of the Board of Directors, |
![]() |
William C. Lemmer |
Vice President, General Counsel and Secretary |
COOPER CAMERON CORPORATION
Proxy for Annual Meeting of Stockholders
May 9, 2002
Solicited on Behalf of the Board of Directors
The undersigned stockholder of Cooper Cameron Corporation (“Cooper Cameron”) appoints each of Sheldon R. Erikson and William C. Lemmer, proxy, with full power of substitution, to vote all shares of stock which the stockholder would be entitled to vote if present at the Annual Meeting of Stockholders of Cooper Cameron on Thursday, May 9, 2002, at 10:00 a.m. (central time) at the Cooper Cameron corporate headquarters, 1333 West Loop South, Suite 1700, Houston, Texas, and at any adjournments thereof, with all powers the stockholder would possess if present. The stockholder hereby revokes any proxies previously given with respect to such meeting.
THIS PROXY WILL BE VOTED AS SPECIFIED ON THE REVERSE SIDE, BUT IF NO SPECIFICATION IS MADE, IT WILL BE VOTED:FOR THE NOMINEES FOR DIRECTOR (DAVID ROSS III AND BRUCE W. WILKINSON),FOR THE RATIFICATION OF THE APPOINTMENT OF INDEPENDENT AUDITORS FOR 2002, AND IN THE DISCRETION OF THE PROXY ON OTHER MATTERS AS MAY COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.
This card also constitutes voting instructions for any shares held for the stockholder in the Cooper Cameron Retirement Savings Plan and Cooper Cameron sponsored Individual Account Retirement Plans, as described in the Notice of Meeting and Proxy Statement.
Comments: | (Please sign and date on the reverse side) | ||||
(If you have written in the above space, please mark the “comments” box on the reverse side of this card.) | |||||
SEE REVERSE SIDE | |||||
COOPER CAMERON CORPORATION
Annual Meeting of Stockholders
10:00 a.m.
May 9, 2002
Cooper Cameron Corporation
1333 West Loop South, Suite 1700
Houston, Texas
- Call to order
- Introduction of Directors and Officers
- Election of Directors
- Ratification of the Appointment of Independent Auditors for 2002
- Chairman’s Report
- General Question and Answer Period
This is your proxy. Your vote is important. It is important that your shares are represented at this meeting, whether or not you attend the meeting in person. To make sure your shares are represented, we urge you to complete and mail the proxy card above.
[X] | Please mark your votes as in this example. | 5973 | ||
The Board of Directors recommends a vote FOR all nominees. | ||||||||||
FOR | WITHHELD | FOR | AGAINST | ABSTAIN | ||||||
1. | [_] | [_] | Election of Directors | Comments [_] (see reverse) | 2. Ratification of the Appointment of Independent Auditors for 2002 | [_] | [_] | [_] | ||
Nominees: | 01. David Ross III 02. Bruce W. Wilkinson | |||||||||
I plan to attend [_] the meeting. | . | |||||||||
To withhold your vote for any nominee(s), write the name(s) here: | ||||||||||
Please sign exactly as name appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such. | ||||
SIGNATURE (S) | DATE | |||
/\ FOLD AND DETACH HERE /\
INTERNET AND TELEPHONE VOTING INSTRUCTIONS
You may use the internet or telephone to vote your shares electronically, 24 hours per day, 7 days a week. To access the internet or telephone voting system, you must use the control number printed in the box above.
Use the Control Number located in the box above. Follow the recorded instructions.