SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
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 §240.14a-11(c) or §240.14a-12
TEKTRONIX, INC.
(Exact Name of Registrant as Specified In Its Charter)
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. | ||
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2) | Form, Schedule or Registration Statement No.: | |
3) | Filing Party: | |
4) | Date Filed: |
Tektronix, Inc. |
14200 SW Karl Braun Drive |
Beaverton, OR 97077-0001 |
503 627-7111 |
Dear Shareholder: |
You are cordially invited to attend the annual meeting of shareholders of Tektronix, Inc., which will be held on Thursday, September 20, 2001 at 10:00 a.m., in Tektronix Building 38, 14200 S.W. Karl Braun Drive, Beaverton, Oregon. |
The attached Notice of Annual Meeting of Shareholders and Proxy Statement describe the matters to be acted upon at the meeting. Included with the Proxy Statement is a copy of our 2001 Annual Report to Shareholders. |
It is important that your shares be represented and voted at the meeting whether or not you plan to attend. Therefore, we urge you to vote your proxy electronically via the Internet or telephone, or sign and date the enclosed proxy and return it in the envelope provided. |
We look forward to greeting as many of our shareholders as possible. |
Sincerely, |
/s/ RICHARD H. WILLS | |
Richard H. Wills |
President and |
Chief Executive Officer |
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE VOTE YOUR SHARES BY TELEPHONE, INTERNET OR MAIL. IF YOU RECEIVE MORE THAN ONE PROXY CARD BECAUSE YOU OWN SHARES THAT ARE REGISTERED DIFFERENTLY, THEN PLEASE VOTE ALL OF YOUR SHARES SHOWN ON ALL OF YOUR PROXY CARDS FOLLOWING THE INSTRUCTIONS LISTED ON EACH OF THE INDIVIDUAL PROXY CARDS. THANK YOU. |
To the Shareholders of Tektronix, Inc.: |
1. To elect three directors; and |
2. To transact such other business as may properly come before the meeting. |
BY ORDER OF THE BOARD OF DIRECTORS |
James F. Dalton Vice President, General Counsel and Secretary |
Beaverton, Oregon |
July 31, 2001 |
Name | Audit | Directors | Organization &Compensation | |||||
Pauline Lo Alker | X | X | ||||||
A.Gary Ames | X | X | ||||||
Gerry B. Cameron | X | Chair | ||||||
David N. Campbell | X | X | ||||||
Paul C. Ely Jr. | X | Chair | ||||||
Frank C. Gill | X | X | ||||||
Merrill A. McPeak | Chair | X | ||||||
Jerome J. Meyer | ||||||||
Ralph V. Whitworth | X | X | ||||||
Richard H. Wills |
· | monitor the integrity of the Company’s financial reporting process and systems of internal controls regarding finance, accounting, and legal compliance; |
· | monitor the independence and performance of the Company’s independent auditors and internal auditing department; and |
· | provide an avenue of communication among the independent auditors, management, the internal auditing department, and the Board of Directors. |
· | A majority of the members of the Board of Directors shall be independent directors, as defined in the applicable rules of the New York Stock Exchange. Currently, eight of the ten directors are independent. Generally, independence means that the director must be independent of management and free from any relationship that, in the opinion of the board, would interfere with the exercise of independent judgment as a director. Directors who are employees of the Company or one of its subsidiaries are not independent. |
· | Directors must resign from the board at the board meeting preceding the annual shareholders meeting immediately following their 70th birthday. In 2001 the Board approved 12-year tenure limits for directors, excluding the Chief Executive Officer. For current directors, the 12-year tenure limits shall commence on May 17, 2001 and service prior to that date is not included. |
· | Members of board committees are appointed by the board, upon recommendation by the Committee on Directors. |
· | The Audit Committee, Committee on Directors and the Organization and Compensation Committee consist entirely of independent directors. |
· | The board has initiated a process whereby the board and its members are subject to periodic evaluation and assessment. |
· | The board annually reviews the Company’s strategic long-range plan, business unit initiatives, capital projects and budget matters. |
· | Succession planning and management development are reported periodically by the Chief Executive Officer to the board. |
· | The board evaluates the performance of the Chief Executive Officer and other senior management personnel at least annually. |
· | Incentive compensation plans link pay directly and objectively to measured financial goals set in advance by the Compensation Committee. See “Organization and Compensation Committee Report on Executive Compensation” for additional information. |
· | Directors are encouraged to annually make significant progress toward accumulating, within three years of becoming a director, Common Shares of the Company with a value equal to three times the director’s annual retainer. |
Name and address of Beneficial Owner | Amount and nature of beneficial ownership | Percent of Class | ||||||||
PRIMECAP Management Company | 10,994,940 | (1) | 11.94 | % | ||||||
225 So. Lake Avenue #400 | ||||||||||
Pasadena, CA 91101-3005 | ||||||||||
FRANKLIN RESOURCES INC., Charles B. Johnson, | 7,172,256 | (2) | 7.79 | % | ||||||
Rupert H. Johnson, Jr., and Franklin Advisers, Inc. | ||||||||||
777 Mariners Island Blvd., 6th Floor | ||||||||||
San Mateo, CA 94404 | ||||||||||
VANGUARD/PRIMECAP FUND INC. | 6,629,600 | (3) | 7.20 | % | ||||||
P.O. Box 2600, VM #V34 | ||||||||||
Valley Forge, PA 19482-2600 |
(1) | Based on information provided by PRIMECAP Management Company. These shares are held with sole voting power as to 1,808,140 shares and sole dispositive power as to 10,994,940 shares. |
(2) | Based on information set forth on Form 13G dated February 9, 2001 filed with the SEC by Franklin Resources Inc. These shares are held as follows: Franklin Advisers, Inc. holds sole voting and dispositive power as to 7,064,000 shares, and Franklin Management, Inc. holds sole dispositive power as to 108,256 shares. |
(3) | Based on information set forth in Form 13G/A dated February 9, 2001, filed with the SEC by VANGUARD/PRIMECAP FUND INC. These shares are held with sole voting and shared dispositive power. |
Name | Number of Shares (1)(2)(3)(4) | Percent of class | ||||||
Pauline Lo Alker | 29,863 | * | ||||||
A.Gary Ames | 40,761 | * | ||||||
Gerry B. Cameron | 36,457 | * | ||||||
David N. Campbell | 43,432 | * | ||||||
Paul C. Ely, Jr. | 37,072 | (5) | * | |||||
Frank C. Gill | 42,091 | * | ||||||
Merrill A. McPeak | 32,662 | * | ||||||
Jerome J. Meyer | 482,967 | (6) | * | |||||
Ralph V. Whitworth | 30,053 | * | ||||||
Richard H. Wills | 310,098 | (7) | * | |||||
David E. Coreson | 74,389 | (8) | * | |||||
Colin L. Slade | 104,277 | (9) | * | |||||
James F. Dalton | 92,864 | (10) | * | |||||
Richard D. McBee | 23,376 | (11) | * | |||||
All current directors and executive officers as a group (14 individuals) | 1,380,362 | (12) | 1.50 | % |
* | Less than one percent. |
(1) | Unless otherwise indicated, each individual has sole voting and investment power with respect to these shares. |
(2) | For each non-employee director (Alker, Ames, Cameron, Campbell, Ely, Gill, McPeak and Whitworth), includes stock options that are currently exercisable under the Company’s 1998 Stock Option Plan. |
(3) | Includes shares issued under the Company’s Stock Compensation Plan for Non-Employee Directors, including unvested shares issued as follows: Mrs. Alker, 4,344 shares; Mr. Ames, 3,428 shares; Mr. Gill, 7,074 shares; and Mr. Meyer, 2,277 shares. Individuals have sole voting power with respect to these shares. |
(4) | Includes shares issued under the Company’s Stock Compensation Plan for Non-Employee Directors and deferred pursuant to the Non-Employee Directors’ Deferred Compensation Plan as follows: Mr. Ames, 647 shares; Mr. Cameron, 7,457 shares; Mr. Campbell, 19,432 shares; Mr. Ely, 3,332 shares; Mr. McPeak, 15,662 shares, and Mr. Whitworth, 5,354 shares. Shares are held in trust, and individuals have no voting or investment power with respect to these shares. |
(5) | Includes 9,240 shares held in trust for Mr. Ely. |
(6) | Includes (i) stock options for 240,000 shares that are currently exercisable or become exercisable within 60 days under the Company’s stock option plans; and (ii) 5,724 shares held under the 401(k) Plan with respect to which Mr. Meyer has voting but no investment power. |
(7) | Includes (i) stock options for 282,500 shares that are currently exercisable or become exercisable within 60 days under the Company’s stock option plans; and (ii) 4,059 shares held under the 401(k) Plan with respect to which Mr. Wills has voting but no investment power. |
(8) | Includes (i) stock options for 58,500 shares that are currently exercisable or become exercisable within 60 days under the Company’s stock option plans; and (ii) 2,901 shares held under the 401(k) Plan with respect to which Mr. Coreson has voting but no investment power. |
(9) | Includes (i) stock options for 83,500 shares that are currently exercisable or become exercisable within 60 days under the Company’s stock option plans; (ii) 3,502 shares held under the 401(k) Plan with respect to which Mr. Slade has voting but no investment power. |
(10) | Includes (i) stock options for 82,000 shares that are currently exercisable or become exercisable within 60 days under the Company’s stock option plans; and (ii) 3,666 shares held under the 401(k) Plan with respect to which Mr. Dalton has voting but no investment power. |
(11) | Includes (i) stock options for 21,000 shares that are currently exercisable or become exercisable within 60 days under the Company’s stock option plans; and (ii) 2,224 shares held under the 401(k) Plan with respect to which Mr. McBee has voting but no investment power. |
(12) | Includes (i) 69,007 unvested or deferred shares held by the Company for the account of Non-Employee Directors pursuant to the Stock Compensation Plan for Non-Employee Directors; (ii) stock options for 922,500 shares that are currently exercisable or become exercisable within 60 days under the Company’s stock option plans (including the Stock Incentive Plan; and (iii) 22,076 shares held under the 401(k) Plan with respect to which officers and directors have voting but no investment power. |
Annual Compensation | Long-Term Compensation | ||||||||||||||||||||||
Awards | Payouts | ||||||||||||||||||||||
Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Other Annual Compensation ($) | Securities Underlying Options (#)(2) | LTIP Payouts ($)(3) | All Other Compensation ($)(4) | ||||||||||||||||
Richard H. Wills | 2001 | $436,539 | $1,370,732 | $560,958 | (5) | 100,000 | $ 0 | $ 10,000 | |||||||||||||||
Chief Executive Officer and | 2000 | 341,154 | 1,050,623 | 103,812 | (6) | 195,000 | 455,020 | 317,790 | (7) | ||||||||||||||
President | 1999 | 250,192 | 0 | 7,320 | 30,000 | 0 | 9,957 | ||||||||||||||||
David E. Coreson(10) | 2001 | $290,577 | $ 435,867 | $ 0 | 40,000 | $ 0 | $ 10,177 | ||||||||||||||||
Vice President, Central | 2000 | 233,885 | 410,252 | 702 | 37,000 | 82,719 | 10,998 | ||||||||||||||||
Operations | |||||||||||||||||||||||
Colin L. Slade(10) | 2001 | $276,692 | $ 415,038 | $ 0 | 34,000 | $ 0 | $ 10,935 | ||||||||||||||||
Vice President and Chief | 2000 | 243,269 | 468,749 | 3,252 | 35,000 | 234,834 | 11,140 | ||||||||||||||||
Financial Officer | |||||||||||||||||||||||
James F. Dalton | 2001 | $244,615 | $ 366,921 | $ 0 | 30,000 | $ 0 | $ 9,865 | ||||||||||||||||
Vice President General Counsel | 2000 | 224,615 | 757,464 | (8) | 1,800 | 57,000 | 200,500 | 142,398 | (7) | ||||||||||||||
and Secretary | 1999 | 208,462 | 0 | 2,400 | 22,000 | 0 | 9,608 | ||||||||||||||||
Richard D. McBee(10) | 2001 | $220,192 | $ 284,079 | $ 66,224 | (9) | 35,000 | $ 0 | $ 11,925 | |||||||||||||||
Vice President,Worldwide Sales | |||||||||||||||||||||||
and Marketing |
(1) | Includes (i) amounts paid or deferred under the Annual Performance Improvement Plan; and (ii) performance bonuses. |
(2) | Options were granted in the year indicated. Additional information regarding the options during fiscal year 2001 is set forth in the table on page 11. Option awards in 1999 and 2000 have not been adjusted to reflect the two-for-one split. |
(3) | Represents the fair market value of long-term performance awards of shares. The shares became vested based on the Company’s performance during the three fiscal years ending in the year indicated in the Summary Compensation table. The Company discontinued this plan in 2000 and made final payout in that year. |
(4) | Except as otherwise indicated, represents amounts contributed by the Company under the Company’s 401(k) Plan. |
(5) | Tax and moving expenses associated with Mr. Wills’ overseas employment assignment paid by the Company on his behalf. |
(6) | Includes $3,960 performance share dividends, $33,903 reimbursement of overseas moving expenses, and $65,949 for overseas services. |
(7) | Includes credits to the Supplemental Executive Retirement Plan, which was terminated for years after fiscal year 2000. For 2000, the amount credited was $305,280 for Mr. Wills and $131,652 for Mr. Dalton. |
(8) | Also includes a special stock award of 1,620 Common Shares with a value of $114,534. |
(9) | Tax and moving expenses associated with Mr. McBee’s foreign service employment assignment paid by the Company on his behalf. |
(10) | Mr. Slade and Mr. Coreson became executive officers during 2000. Mr. McBee became an executive officer during 2001. Table excludes compensation for years when they were not executive officers. |
Individual Grants | ||||||||||||||||||||
Name | Number of Securities Underlying Options Granted(#)(1) | Percent of Total Options Granted to Employees in Fiscal Year | Exercise or Base Price ($/Sh) | Expiration Date | Grant Date Present Value ($)(2) | |||||||||||||||
Richard H. Wills | 100,000 | 3.7 | % | $37.500 | 1/18/11 | $ | 1,714,000 | |||||||||||||
David E. Coreson | 40,000 | 1.5 | % | $37.500 | 1/18/11 | $ | 685,600 | |||||||||||||
Colin L. Slade | 34,000 | 1.3 | % | $37.500 | 1/18/11 | $ | 582,760 | |||||||||||||
James F. Dalton | 30,000 | 1.1 | % | $37.500 | 1/18/11 | $ | 514,200 | |||||||||||||
Richard D. McBee | 25,000 | 0.9 | % | $37.500 | 1/18/11 | $ | 428,500 | |||||||||||||
10,000 | 0.4 | % | $27.370 | 5/17/11 | $ | 129,300 |
(1) | Reflects grants made in January 2001 and May 2001. Each of the options was granted at 100% of the fair market value on the date of grant pursuant to the Company’s stock option plans. Each option becomes exercisable to the extent of 25% of the shares in 12-month increments and the optionee may exercise the option provided that the optionee has been continuously employed by the Company or one of its subsidiaries. Under the terms of the Company’s Stock Incentive Plan and 1998 Stock Option Plan, each of the options is subject to accelerated vesting in the event of a future change in control of the Company or the occurrence of certain events indicating an imminent change in control of the Company. Vesting is also accelerated upon the death or disability of the optionee. |
(2) | The Company has used a modified Black-Scholes model of option valuation to estimate grant date present value. The actual value realized, if any, may vary significantly from the values estimated by this model. Any future values realized will ultimately depend upon the excess of the stock price over the exercise price on the date the option is exercised. The assumptions used to estimate the January 18, 2001 grant date present value were volatility (62.67%), risk-free rate of return (5.07%), dividend yield (0%), and time to exercise (3 years). The assumptions used to estimate the May 17, 2001 grant date present value were volatility (66.06%), risk-free rate of return (4.72%), dividend yield (0%), and time to exercise (3 years). |
Name | Number of Shares Acquired on Exercise | Value Realized(1) | Number of Securities Underlying Unexercised Options at Fiscal Year-End | Value of Unexercised In-the-Money Options at Fiscal Year-End(1)(2) | |||||||||||||||||
Exercisable | Unexercisable | Exercisable | Unexercisable | ||||||||||||||||||
Richard H. Wills | 92,000 | $ | 1,580,361 | 185,000 | 285,000 | $967,188 | $981,562 | ||||||||||||||
David E. Coreson | 32,000 | $ | 593,231 | 40,000 | 77,000 | $213,625 | $182,688 | ||||||||||||||
Colin L. Slade | 38,800 | $ | 834,732 | 66,000 | 69,000 | $577,811 | $172,813 | ||||||||||||||
James F. Dalton | 70,000 | $ | 1,469,444 | 53,500 | 77,000 | $356,438 | $300,187 | ||||||||||||||
Richard D. McBee | 33,000 | $ | 652,321 | 5,000 | 57,000 | $ 24,688 | $158,000 |
(1) | The value realized or the unrealized value of in-the-money options at year-end represents the aggregate difference between the market value on the date of exercise, or at May 26, 2001 in the case of the unrealized values, and the applicable exercise prices. The closing price of the Company’s Common Shares on the last trading day of the fiscal year was $27.81. |
(2) | "In-the-money" options are options whose exercise price was less than the market price of Common Shares at May 26, 2001. |
· | Attract and retain talented executives; |
· | Motivate executives to achieve long-term business strategies while achieving near-term financial targets; |
· | Align executive performance with Tektronix’ goals for delivering shareholder value; and |
· | Provide incentive for consistently achieving Tektronix’ goal for return on equity or assets. |
Paul C. Ely, Chairman |
Pauline Lo Alker |
David N. Campbell |
Frank C. Gill |
Merrill A. McPeak |
Merrill A. McPeak, Chairman |
A. Gary Ames |
Gerry B. Cameron |
David N. Campbell |
Ralph V. Whitworth |
Fiscal Year | S&P 500 | S&P Hi-TechComposite | Tektronix | |||
1996 | 100.00 | 100.00 | 100.00 | |||
1997 | 129.41 | 145.36 | 152.95 | |||
1998 | 169.12 | 181.27 | 154.49 | |||
1999 | 204.68 | 293.92 | 95.59 | |||
2000 | 226.13 | 426.67 | 223.01 | |||
2001 | 202.27 | 240.87 | 204.33 | |||
BY ORDER OF THE BOARD OF DIRECTORS |
JAMES F. DALTON, Secretary |
· | Monitor the integrity of the Company’s financial reporting process and systems of internal controls regarding finance, accounting, and legal compliance. |
· | Monitor the independence and performance of the Company’s independent auditors and internal auditing department. |
· | Provide an avenue of communication among the independent auditors, management, the internal auditing department, and the Board of Directors. |
Review Procedures |
1. | Review and reassess the adequacy of this Charter at least annually. Submit the charter to the Board of Directors for approval and have the document published in the proxy statement at least every three years in accordance with SEC regulations. |
2. | Review the Company’s annual audited financial statements prior to filing or distribution. Review should include discussion with management and independent auditors of significant issues regarding accounting principles, practices, and judgments. |
3. | In consultation with management, the independent auditors, and the internal auditors, consider the integrity of the Company’s financial reporting processes and controls. Discuss significant financial risk exposures and the steps management has taken to monitor, control, and report such exposures. Review significant findings prepared by the independent auditors and the internal auditing department together with management’s responses. |
4. | Review with financial management and the independent auditors the Company’s quarterly financial results prior to the release of earnings. Discuss any significant changes to the Company’s accounting principles and any items required to be communicated by the independent auditors in accordance with SAS 61 (see item 9). The Chair of the Committee may represent the entire Audit Committee for purposes of these reviews. |
5. | Review periodically the Company’s risk management processes, information systems, environmental, tax and currency matters, business practices, and pension plans. |
Independent Auditors |
6. | The independent auditors are ultimately accountable to the Audit Committee and the Board of Directors. The Audit Committee shall review the independence and performance of the auditors and annually recommend to the Board of Directors the appointment of the independent auditors or approve any discharge of auditors when circumstances warrant. |
7. | Approve the fees and other significant compensation to be paid to the independent auditors. |
8. | On an annual basis, the Committee should review and discuss with the independent auditors all significant relationships they have with the Company that could impair the auditors’ independence. The Committee shall require that the independent auditors submit to the Committee a written statement concerning auditor independence. |
9. | Review the independent auditors audit plan—discuss scope, staffing, locations, reliance upon management, and internal audit and general audit approach. |
10. | Prior to releasing the year-end earnings, discuss the results of the audit with the independent auditors. Discuss with the independent auditors certain matters required to be communicated to audit committees in accordance with AICPA Statement of Auditing Standards (SAS) No. 61, as amended, which requires that auditors discuss certain matters with the audit committees of all SEC engagements. The communication may be in writing or oral and may take place before or after the financial statements are issued. Items to be communicated include: |
· | The auditor’s responsibility under Generally Accepted Auditing Standards (GAAS); |
· | Changes in significant accounting policies: |
· | Management judgments and accounting estimates; |
· | Significant recorded and unrecorded audit adjustments; |
· | Other information in documents containing audited financial statements; |
· | Disagreements with management—including accounting principles, scope of audit, disclosures; |
· | Consultation with other accountants by management; |
· | Major issues discussed with management prior to retention; and |
· | Difficulties encountered in performing the audit. |
· | The quality, not just the acceptability, of earnings. |
11. | Consider the independent auditors’ judgments about the quality and appropriateness of the Company’s accounting principles as applied in its financial reporting. |
Internal Audit Department and Legal Compliance |
12. | Review the budget, plan, changes in plan, activities, organizational structure, and qualifications of the internal audit department, as needed. |
13. | Review the appointment, performance, and replacement of the senior internal audit executive. |
14. | Review significant reports prepared by the internal audit department together with management’s response and follow-up to these reports. |
15. | On at least an annual basis, review with the Company’s counsel any legal or business practice (code of conduct) matters that could have a significant impact on the organization’s financial statements, the Company’s compliance with applicable laws and regulations, and inquiries received from regulators or governmental agencies. |
Other Audit Committee Responsibilities |
16. | Annually prepare an audit committee report as required by the Securities and Exchange Commission. The report shall be included with the Company’s annual proxy statement. |
17. | Perform any other activities consistent with this Charter, the Company’s by-laws and governing law, as the Committee or the Board deems necessary or appropriate. |
18. | Maintain minutes of meetings and periodically report to the Board of Directors on significant results of the foregoing activities. |
P | |
R | |
O | |
X | |
Y |
The undersigned shareholder of Tektronix, Inc. hereby appoints Richard H. Wills, Colin L. Slade and James F. Dalton, and each of them, proxies with fully power of substitution, and authorize them to represent and to vote on behalf of the undersigned shareholder all common shares of Tektronix, Inc. that the undersigned is entitled to vote at the annual meeting of shareholders of Tektronix, Inc. to be held on September 20, 2001 at 10:00 a.m., and any adjournment or adjournments thereof. A majority of the proxies or substitutes present at the meeting may exercise all granted powers in accordance with this proxy, with respect to the matters indicated on the reverse.
This Proxy will be voted as directed, where no direction is given it will be voted for the election of all directors. The proxies may vote in their discretion as to other matters that may come before this meeting.
(Continued, and to be marked, dated and signed on the other side)
FOLD AND DETACH HERE
Please Vote by Mailing this Proxy Card in Advance of the Meeting
OR
Vote by Internet or Telephone
24 Hours a Day, 7 Days a Week
Before 1:00 p.m. PDT (4:00 p.m. EDT) September 19, 2001
Although you received your proxy materials by mail this year, you can still vote your shares conveniently by the Internet or by telephone. Please see below for instructions.
Additionally, you can consent to receive future proxy materials (Annual Reports and Proxy Statements) via electronic delivery. To do so, please check the applicable box on the back of this Proxy card, or click or push the applicable button as you cast your vote this year via the Internet or telephone. By choosing to become one of Tektronix, future electronic recipients, you help support Tektronix in its effort to conserve resources and control escalating printing and postage costs.
If you choose the option of electronic delivery of proxy materials and voting via the Internet, before the Annual Meeting of Shareholders next year, you will receive by mail only a proxy card. It will notify you of the Website containing both the Proxy Statement and Annual Report to be viewed before casting your vote.
Go to: http://www.tektronix.com/proxyvote You will need your control number from this proxy card (see back of card) to submit your electronic vote. | Telephone You can use any touch-tone telephone. | Mark, sign and date your proxy card and return it in the enclosed postage- paid envelope |
Please mark your votes as indicated in this sample X
1. ELECTION OF DIRECTORS:
NOMINEES:
01 David N. Campbell, 02 Merrill A. McPeak, and 03 Richard H. Wills | nominees listed marked to the | AUTHORITY listed | DISCRETIONARY MATTERS The proxies are authorized to vote in their discretion upon any other matters properly coming before the meeting or any adjournment or adjournments thereof. | |
[ ] | Will you be attending the Annual Meeting in person? Check the box to the left if yes. | |||
INSTRUCTIONS: To withhold authority to vote for any individual nominee, strike a line through the nominee's name in the list above. | [ ] | CONSENT TO ELECTRONIC DELIVERY AND VOTING. By checking the box to the left, I consent to future access to the Company's Annual Reports, Proxy Statements, Prospectuses and other communications electronically via the Internet, and to electronic proxy voting via the Internet or by telephone. I understand that the Company may no longer distribute printed materials to me for any future shareholders meeting until my consent is revoked. I understand that I may revoke my consent at any time by contacting the Company's transfer agent, Mellon Investor Services LLC., Ridgefield Park, NJ. I also understand that costs normally associated with electronic access, such as usage and telephone charges, will be my responsibility. | ||
Please sign exactly as your name(s) appear. When shares are held jointly, both should sign. When signing as an attorney, executor, administrator, trustee or guardian, please give full title as such. If a corporation, please sign full corporate name by president or other authorized officer. If a partnership, please sign in partnership name by authorized person. | ||||
Signature_________________________ | Signature________________ | Date______________ |
FOLD AND DETACH HERE
Your Internet or telephone vote authorizes the named proxies to vote your shares in the same
manner as if you marked, signed and returned your proxy card in the enclosed envelope.
VOTE BY INTERNET: | Internet voting is available until 1:00 p.m. PDT (4:00 p.m. EDT) on Wednesday, September 19, 2001. Go to http://www.tektronix.com/proxyvote and follow the instructions listed on the page. Costs normally associated with electronic access, such as usage and telephone charges, will be your responsibility. |
VOTE BY PHONE: | Call 1-800-840-1208 ON A TOUCH-TONE PHONE (available 24 hours a day) |
THERE IS NO CHARGE TO YOU FOR THIS CALL. Telephone voting is available until 1:00 p.m. PDT (4:00 p.m. EDT) on Wednesday, September 19, 2001. You will be asked to enter your Control Number (look below at right for number). | |
OPTION A: | To vote as the Board of Directors recommends, whether FOR or AGAINST, on all matters, press 1. Then, when asked, you must confirm your vote by pressing 1 again. |
OPTION B: | If you choose to vote AGAINST or ABSTAIN on any matter, press 0. When asked, you must confirm your vote by pressing 1. |
PLEASE DO NOT RETURN THE ABOVE PROXY CARD IF YOU VOTE BY INTERNET OR TELEPHONE.
FOR INTERNET OR TELEPHONE VOTING, YOUR CONTROL NUMBER IS:
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The undersigned participant in the Tektronix, Inc. 401(k) Plan hereby appoints Richard H. Wills, Colin L. Slade and James F. Dalton, and each of them, proxies designated by the Plan Trustee with full power of substitution, and authorizes them to represent and to vote all common shares of Tektronix, Inc. allocated to the participants' account under the Plan at the annual meeting of shareholders of Tektronix, Inc. to be held on September 20, 2001 at 10:00 a.m., and any adjournment or adjournments thereof. A majority of the proxies or substitutes present at the meeting may exercise all granted powers in accordance with this proxy, with respect to the matters indicated on the reverse.
This Proxy will be voted as directed, where no direction is given it will be voted for the election of all directors. The proxies may vote in their discretion as to other matters that may come before this meeting.
(Continued, and to be marked, dated and signed on the other side)
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Please Vote by Mailing this Proxy Card in Advance of the Meeting
OR
Vote by Internet or Telephone
24 Hours a Day, 7 Days a Week
Before 1:00 p.m. PDT (4:00 p.m. EDT) September 19, 2001
Although you received your proxy materials by mail this year, you can still vote your shares conveniently by the Internet or by telephone. Please see below for instructions.
Additionally, you can consent to receive future proxy materials (Annual Reports and Proxy Statements) via electronic delivery. To do so, please check the applicable box on the back of this Proxy card, or click or push the applicable button as you cast your vote this year via the Internet or telephone. By choosing to become one of Tektronix, future electronic recipients, you help support Tektronix in its effort to conserve resources and control escalating printing and postage costs.
If you choose the option of electronic delivery of proxy materials and voting via the Internet, before the Annual Meeting of Shareholders next year, you will receive by mail only a proxy card. It will notify you of the Website containing both the Proxy Statement and Annual Report to be viewed before casting your vote.
Go to: http://www.tektronix.com/proxyvote You will need your control number from this proxy card (see back of card) to submit your electronic vote. | Telephone You can use any touch-tone telephone. | Mark, sign and date your proxy card and return it in the enclosed postage- paid envelope |
Please mark your votes as indicated in this sample X
1. ELECTION OF DIRECTORS:
NOMINEES:
01 David N. Campbell, 02 Merrill A. McPeak, and 03 Richard H. Wills | nominees listed marked to the | AUTHORITY listed | DISCRETIONARY MATTERS The proxies are authorized to vote in their discretion upon any other matters properly coming before the meeting or any adjournment or adjournments thereof. | |
[ ] | Will you be attending the Annual Meeting in person? Check the box to the left if yes. | |||
INSTRUCTIONS: To withhold authority to vote for any individual nominee, strike a line through the nominee's name in the list above. | [ ] | CONSENT TO ELECTRONIC DELIVERY AND VOTING. By checking the box to the left, I consent to future access to the Company's Annual Reports, Proxy Statements, Prospectuses and other communications electronically via the Internet, and to electronic proxy voting via the Internet or by telephone. I understand that the Company may no longer distribute printed materials to me for any future shareholders meeting until my consent is revoked. I understand that I may revoke my consent at any time by contacting the Company's transfer agent, Mellon Investor Services LLC., Ridgefield Park, NJ. I also understand that costs normally associated with electronic access, such as usage and telephone charges, will be my responsibility. | ||
Please sign exactly as your name(s) appear. | ||||
Signature_________________________________________ | Date______________ |
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Your Internet or telephone vote authorizes the named proxies to vote your shares in the same
manner as if you marked, signed and returned your proxy card in the enclosed envelope.
VOTE BY INTERNET: | Internet voting is available until 1:00 p.m. PDT (4:00 p.m. EDT) on Wednesday, September 19, 2001. Go to http://www.tektronix.com/proxyvote and follow the instructions listed on the page. Costs normally associated with electronic access, such as usage and telephone charges, will be your responsibility. |
VOTE BY PHONE: | Call 1-800-840-1208 ON A TOUCH-TONE PHONE (available 24 hours a day) |
THERE IS NO CHARGE TO YOU FOR THIS CALL. Telephone voting is available until 1:00 p.m. PDT (4:00 p.m. EDT) on Wednesday, September 19, 2001. You will be asked to enter your Control Number (look below at right for number). | |
OPTION A: | To vote as the Board of Directors recommends, whether FOR or AGAINST, on all matters, press 1. Then, when asked, you must confirm your vote by pressing 1 again. |
OPTION B: | If you choose to vote AGAINST or ABSTAIN on any matter, press 0. When asked, you must confirm your vote by pressing 1. |
PLEASE DO NOT RETURN THE ABOVE PROXY CARD IF YOU VOTE BY TELEPHONE OR INTERNET.
FOR INTERNET OR TELEPHONE VOTING, YOUR CONTROL NUMBER IS:
P | |
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The undersigned shareholder of Tektronix, Inc. hereby appoints Richard H. Wills, Colin L. Slade and James F. Dalton, and each of them, proxies with fully power of substitution, and authorize them to represent and to vote on behalf of the undersigned shareholder all common shares of Tektronix, Inc. that the undersigned is entitled to vote at the annual meeting of shareholders of Tektronix, Inc. to be held on September 20, 2001 at 10:00 a.m., and any adjournment or adjournments thereof. A majority of the proxies or substitutes present at the meeting may exercise all granted powers in accordance with this proxy, with respect to the matters indicated on the reverse.
This Proxy will be voted as directed, where no direction is given it will be voted for the election of all directors. The proxies may vote in their discretion as to other matters that may come before this meeting.
(Continued, and to be marked, dated and signed on the other side)
FOLD AND DETACH HERE
Please mark your votes as indicated in this sample X
1. ELECTION OF DIRECTORS:
NOMINEES:
01 David N. Campbell, 02 Merrill A. McPeak, and 03 Richard H. Wills | nominees listed marked to the | AUTHORITY listed | DISCRETIONARY MATTERS The proxies are authorized to vote in their discretion upon any other matters properly coming before the meeting or any adjournment or adjournments thereof. | |
[ ] | Will you be attending the Annual Meeting in person? | |||
INSTRUCTIONS: To withhold authority to vote for any individual nominee, strike a line through the nominee's name in the list above. | ||||
Please sign exactly as your name(s) appear. When shares are held jointly, both should sign. When signing as an attorney, executor, administrator, trustee or guardian, please give full title as such. If a corporation, please sign full corporate name by president or other authorized officer. If a partnership, please sign in partnership name by authorized person. | ||||
Signature_________________________ | Signature________________ | Date______________ |
FOLD AND DETACH HERE