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Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
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You are cordially invited to attend the annual meeting of shareholders of Tektronix, Inc., which will be held on Thursday, September 23, 2004 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 2004 Annual Report to Shareholders on SEC Form 10-K. 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, Richard H. Wills Chairman, 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. |
TEKTRONIX, INC.
2004 ANNUAL MEETING OF SHAREHOLDERS
NOTICE OF ANNUAL MEETING, PROXY STATEMENT AND
2004 ANNUAL REPORT TO SHAREHOLDERS ON SEC FORM 10-K
TABLE OF CONTENTS
Notice of Annual Meeting of Shareholders | 1 |
Proxy Statement | 2 |
Proposal 1. Election of Directors | 2 |
Corporate Governance and Related Matters | 4 |
Board of Directors Meetings, Committees and Compensation | 4 |
Corporate Governance Guidelines and Policies | 5 |
Security Ownership of Certain Beneficial Owners | 9 |
Security Ownership of Management | 10 |
Executive Compensation | 11 |
Summary Compensation Table | 11 |
Stock Option Grants in Last Fiscal Year | 12 |
Aggregated Stock Option Exercises in Last Fiscal Year and Fiscal Year-End Option Values | 12 |
Cash Balance Plan | 13 |
Employment and Other Agreements | 14 |
Organization and Compensation Committee Report on Executive Compensation | 14 |
Report of the Audit Committee | 17 |
Information Concerning Auditors | 19 |
Independent Accountants | 19 |
Fees Paid to Deloitte & Touche LLP | 19 |
Performance Graph | 20 |
Equity Compensation Plan Information | 21 |
Section 16(a) Beneficial Ownership Reporting Compliance | 21 |
Other Matters | 21 |
Householding | 21 |
Shareholder Proposals | 22 |
Information Available to Shareholders | 22 |
Notice of Annual Meeting of Shareholders
to be held on September 23, 2004
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. |
James F. Dalton
Vice President, General Counsel
and Secretary
Beaverton, Oregon
August 19, 2004
TEKTRONIX, INC.
PROXY STATEMENT
Participants in the Tektronix 401(k) Plan
Proposal 1. Election of Directors
The Board of Directors Recommends a vote “FOR” the Election of
Each of the Nominees listed below
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Class III Director Nominees
Class I (Term Ending 2005)
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Class II (Term Ending 2006)
CORPORATE GOVERNANCE AND RELATED MATTERS
Board of Directors Meetings, Committees and Compensation
Meetings
Committees
Name | Audit | Nominating and Corporate Governance | Organization & Compensation | |||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|
Pauline Lo Alker | X | X | ||||||||||
A. Gary Ames | X | Chair | ||||||||||
Gerry B. Cameron | X | Chair | ||||||||||
David N. Campbell | X | X | ||||||||||
Frank C. Gill | X | X | ||||||||||
Merrill A. McPeak | Chair | X | ||||||||||
Richard H. Wills (no committee assignments) | ||||||||||||
Cyril J. Yansouni | X | X |
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Director Compensation
Corporate Governance Guidelines and Policies
• | 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 and as determined by the Board under criteria adopted by the Board. Currently, seven of the eight directors are independent, as defined by these rules. 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 |
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judgment as a director. Directors who are employees of the Company or one of its subsidiaries are not independent. |
• | The Board of Directors has adopted a process for identifying and evaluating nominees for director, including suggested director candidates from shareholders, as follows: |
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• | The Board has established criteria for nomination to the Board of Directors. The Board seeks diverse candidates who possess the background, skills and expertise to make a significant contribution to the Board, the Company and its shareholders. General criteria include: |
• | Directors should not be active members of more than six public companies, and members of the Audit Committee should not serve on more than three public company audit committees. |
• | A Lead Director will be appointed annually by the Board. The Lead Director shall be independent, and shall preside over executive sessions of the Board, acting as the liaison between the independent directors and the Chairman/CEO. The Lead Director may also serve as the contact person to facilitate communications by the Company employees and shareholders directly with the non-management members of the Board. The Lead Director may also periodically help schedule or conduct separate meetings of the independent directors. The currently appointed Lead Director is Gerry B. Cameron. |
• | 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 directors, the 12-year tenure limits commenced on May 17, 2001 and service prior to that date is not included. |
• | The non-management directors meet on a regularly scheduled basis in executive session without the Chief Executive Officer and other management. The Lead Director presides at these meetings. |
• | Members of Board committees are appointed by the Board, upon recommendation by the Nominating and Corporate Governance Committee. |
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• | The Audit Committee, Nominating and Corporate Governance Committee, and Organization and Compensation Committee consist entirely of independent directors. |
• | The Board and each committee has the power to hire independent legal, financial or other advisors as they may deem necessary, without consulting with or obtaining the approval of any officer of the Company. |
• | The Board and each committee annually assesses its own performance. |
• | The Board annually reviews the Company’s strategic long-range plan, business unit initiatives, capital projects and budget matters. |
• | The Organization and Compensation Committee periodically reviews with the Chief Executive Officer and reports to the Board regarding succession planning and leadership development. |
• | 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 Organization and Compensation Committee. Executive officers are expected to acquire Company stock in accordance with established guidelines. See “Organization and Compensation Committee Report on Executive Compensation” for additional information. |
• | Directors are encouraged to make significant progress annually toward accumulating, within five years of becoming a director, Common Shares of the Company with a value equal to five times the director’s annual retainer. For the last fiscal year, all directors have achieved this ownership goal, except for Mr. Yansouni, who became a director in August 2003. |
• | Directors are expected to regularly attend shareholder meetings. Last year, all members of the Board of Directors attended the annual meeting of shareholders. |
• | The Board of Directors has adopted a code of ethics, known as the Tektronix Business Practices Guidelines, as well as a code of ethics for financial managers. Both are available for viewing on the Company’s Corporate Governance Web site at www.tektronix.com. |
• | Shareholders may contact any director, including the Lead Director, by writing to them c/o the Corporate Secretary’s Office at Tektronix, Inc., 14200 S.W. Karl Braun drive, P.O. Box 500, MS 55-720 Beaverton, Oregon 97077-0001. |
• | The Board of Directors has adopted procedures for the receipt, retention and treatment of concerns from Company employees and others regarding accounting, internal accounting controls or auditing matters. Employees may submit concerns anonymously pursuant to the Business Practices Guidelines, located on the Company’s Web site. Others may submit concerns in writing to the Chairman of the Audit Committee, c/o the Corporate Secretary, 14200 S.W. Karl Braun Drive, Beaverton, OR 97077-0001. |
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
Name and address of Beneficial Owner | Amount and nature of beneficial ownership | Percent of Class | ||||||||
---|---|---|---|---|---|---|---|---|---|---|
PRIMECAP Management Company (1) 225 So. Lake Avenue #400 Pasadena, CA 91101-3005 | 11,178,040 | 13.18 | % | |||||||
Franklin Resources, Inc., (2) Charles B. Johnson, Rupert H. Johnson, Jr., Franklin Advisers, Inc. One Franklin Parkway Building 920 San Mateo, CA 94403 | 8,897,548 | 10.50 | % | |||||||
Private Capital Management, L.P., (3) Bruce S. Sherman and Gregg J. Powers 8889 Pelican Bay Blvd. Naples, FL 34108 | 4,853,540 | 5.7 | % | |||||||
Barclays Global Investors, NA, (4) 45 Fremont Street San Francisco, CA 94105 | 5,365,930 | 6.34 | % |
(1) | Based on information set forth on Schedule 13G/A dated July 7, 2003 (the most recent filing), filed with the SEC by PRIMECAP Management Company. These shares are held with sole voting power as to 1,922,990 shares and sole dispositive power as to 11,178,040 shares. |
(2) | Based on information set forth on Schedule 13G/A dated February 9, 2004, 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 8,142,226 shares; Franklin Private Client Group, Inc. holds sole voting and dispositive power as to 743,524 shares; and Fiduciary Trust Company International holds sole voting and dispositive power as to 11,798 shares. |
(3) | Based on information set forth on Schedule 13G/A dated February 13, 2004, filed with the SEC by Private Capital Management, L.P (PCM). Bruce S. Sherman is CEO of PCM. Gregg J. Powers is President of PCM. In these capacities, PCM, Messrs. Sherman and Powers exercise shared dispositive and shared voting power with regard to 4,853,540 shares. |
(4) | Based on information set forth on Schedule 13G dated February 17, 2004, filed with the SEC by Barclays Global Investors, NA. The shares reported are held by the company in trust accounts for the economic benefit of the beneficiaries of those accounts and are held as follows: Barclays Global Investors, NA holds sole voting and dispositive power as to 3,699,432 shares; Barclays Global Fund Advisors holds sole voting and dispositive power as to 321,134 shares; Barclays Global Investors, Ltd holds sole voting power as to 460,837 shares and sole dispositive power as to 466,837 shares; Barclays Bank PLC holds sole voting and dispositive power as to 312,000 shares; and Barclays Capital Securities Limited holds sole voting and sole dispositive power as to 2,609 shares. |
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SECURITY OWNERSHIP OF MANAGEMENT
Name | Number of Shares (1) | Percent of Class | ||||||||
---|---|---|---|---|---|---|---|---|---|---|
Pauline Lo Alker | 46,688 | * | ||||||||
A. Gary Ames | 63,491 | * | ||||||||
Gerry B. Cameron | 57,103 | * | ||||||||
David N. Campbell | 69,703 | * | ||||||||
Frank C. Gill | 58,711 | * | ||||||||
Merrill A. McPeak | 57,346 | * | ||||||||
Cyril J. Yansouni | 11,195 | * | ||||||||
Richard H. Wills | 594,242 | (2) | * | |||||||
David E. Coreson | 121,641 | * | ||||||||
Colin L. Slade | 130,435 | (3) | * | |||||||
Richard D. McBee | 94,120 | (4) | * | |||||||
David S. Churchill | 165,895 | (4) | * | |||||||
All current directors and executive officers as a group (16 individuals) | 1,727,388 | 2.06 | % |
* | Less than one percent. |
(1) | Unless otherwise indicated, each individual has sole voting and investment power with respect to these shares. |
Includes Common Shares represented by stock options that are currently exercisable under the Company’s stock plans, for which the individual Non-Employee Director has no voting or investment power as follows: Alker, Ames, and Cameron (35,000 shares); Campbell (45,000 shares); Gill (35,000 shares); McPeak (40,000 shares); and Yansouni (10,000 shares). |
Includes shares issued under the Company’s Stock Compensation Plan for Non-Employee Directors and deferred pursuant to the Non-Employee Directors’ Stock Deferral Plan as follows: Mrs. Alker (1,195 shares), Mr. Ames (1,184 shares), Mr. Cameron (13,103 shares), Mr. Campbell (19,512 shares), Mr. McPeak (15,346 shares), and Mr. Yansouni (1,195 shares). Shares are held in trust, and they have no voting or investment power with respect to these shares. |
Includes Common Shares represented by stock options that are currently exercisable or become exercisable within 60 days as follows: Mr. Wills (517,500 shares), Mr. Coreson (94,000 shares), Mr. Slade (99,000 shares), Mr. McBee (72,250 shares), Mr. Churchill (143,500 shares), and all officers and directors as a group (1,366,750 shares), for which the individual has no voting or investment power. |
Includes shares held under the Tektronix 401(k) plan by Mr. Wills (4,791 shares), Mr. Coreson (4,343 shares), Mr. Slade (4,160 shares), Mr. McBee (1,245 shares), and Mr. Churchill (2,104 shares), as to which they have voting but no investment power. Also includes shares held in the Tektronix Stock Fund, an investment option of the Tektronix 401(k) plan, by Mr. McBee (7,088 shares) and Mr. Churchill (5,812 shares), as to which they have investment but no voting power. |
(2) | Includes 5,068 shares credited to a stock account under the Company’s Stock Deferral Plan, for which Mr. Wills has no voting or investment power, and 40,000 restricted shares that are subject to forfeiture to the Company under certain conditions and to which Mr. Wills has voting but no investment power. |
(3) | Includes 10,000 restricted shares that are subject to forfeiture to the Company under certain conditions and to which Mr. Slade has voting but no investment power. |
(4) | Includes 9,000 restricted shares each that are subject to forfeiture to the Company under certain conditions and to which each executive has voting but no investment power. |
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EXECUTIVE COMPENSATION
Summary Compensation Table
Annual Compensation | Long-Term Compensation | ||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Awards | |||||||||||||||||||||||||||||
Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Other Annual Compensation ($) | Restricted Stock Awards ($) | Securities Underlying Options (#)(2) | All Other Compensation ($)(3) | ||||||||||||||||||||||
Richard H. Wills | 2004 | $ | 596,154 | $ | 1,192,300 | $ | 0 | $ | 481,350 | (4) | 100,000 | $ | 19,637 | (5) | |||||||||||||||
Chairman, President, | 2003 | 542,308 | 189,808 | 0 | 0 | 120,000 | 19,967 | (5) | |||||||||||||||||||||
and Chief Executive Officer | 2002 | 411,923 | 58,500 | 0 | 0 | 125,000 | 16,806 | (5) | |||||||||||||||||||||
David E. Coreson (6) | 2004 | $ | 347,692 | $ | 452,000 | $ | 0 | $ | 0 | 0 | $ | 17,508 | |||||||||||||||||
Sr. Vice President | 2003 | 318,462 | 66,877 | 0 | 350,200 | (7) | 0 | 11,662 | |||||||||||||||||||||
Central Operations | 2002 | 272,538 | 23,400 | 0 | 0 | 52,000 | 10,177 | ||||||||||||||||||||||
Colin L. Slade | 2004 | $ | 328,846 | $ | 427,500 | $ | 0 | $ | 320,900 | (8) | 30,000 | $ | 12,317 | ||||||||||||||||
Sr. Vice President and | 2003 | 312,385 | 65,601 | 0 | 0 | 60,000 | 12,097 | ||||||||||||||||||||||
Chief Financial Officer | 2002 | 257,223 | 21,918 | 0 | 0 | 47,000 | 10,122 | ||||||||||||||||||||||
Richard D. McBee | 2004 | $ | 284,231 | $ | 312,700 | $ | 0 | $ | 128,360 | (9) | 28,000 | $ | 13,692 | ||||||||||||||||
Vice President, | 2003 | 273,077 | 47,788 | 0 | 194,700 | (10) | 50,000 | 9,394 | |||||||||||||||||||||
Worldwide Sales, Service and Marketing | 2002 | 228,846 | 16,250 | 0 | 0 | 43,000 | 10,442 | ||||||||||||||||||||||
David S. Churchill | 2004 | $ | 289,231 | $ | 289,200 | $ | 0 | $ | 128,360 | (9) | 28,000 | $ | 12,281 | ||||||||||||||||
Vice President | 2003 | 278,462 | 48,731 | 0 | 194,700 | (10) | 50,000 | 9,558 | |||||||||||||||||||||
Communications | 2002 | 238,000 | 16,900 | 0 | 0 | 43,000 | 10,399 | ||||||||||||||||||||||
and Video |
(1) | Includes amounts paid or deferred under the Annual Performance Incentive Plan. |
(2) | Options were granted in the year indicated. Additional information regarding the options granted during fiscal year 2004 is set forth in the “Stock Option Grants in Last Fiscal Year” table. |
(3) | Except as otherwise indicated, represents amounts contributed by the Company under the Company’s 401(k) Plan. |
(4) | Represents the grant of stock awards on January 20, 2004 under which Mr. Wills has the right to receive, subject to vesting, 15,000 shares of common stock. The stock awards vest 50% on January 20, 2006 and 50% on January 20, 2007. The value set forth above is based on the closing price on the date of grant, January 20, 2004, which was $32.09. As of May 29, 2004, he holds a total of 15,000 shares as to which restrictions have not lapsed with an aggregate market value of $473,400. His stock awards are entitled to dividends declared payable to common shareholders. |
(5) | Includes $6,790 per year supplemental long-term disability plan premium payments for Mr. Wills. |
(6) | Mr. Coreson retired from the Company on June 4, 2004. |
(7) | Represents the fair market value, on the grant date, of 20,000 restricted shares awarded to Mr. Coreson. Shares vested 100% on May 29, 2004. |
(8) | Represents the grant of stock awards on January 20, 2004 under which Mr. Slade has the right to receive, subject to vesting, 10,000 shares of common stock. The stock awards vest 50% on January 20, 2005 and 50% on January 20, 2006. The value set forth above is based on the closing price on the date of grant, January 20, 2004, which was $32.09. As of May 29, 2004, he holds a total of 10,000 shares as to which restrictions have not lapsed with an aggregate market value of $315,600. His stock awards are entitled to dividends declared payable to common shareholders. |
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(9) | Represents the grant of stock awards on January 20, 2004 under which Messrs. McBee and Churchill each have the right to receive, subject to vesting, 4,000 shares of common stock. The stock awards vest 100% on January 20, 2006. The value set forth above is based on the closing price on the date of grant, January 20, 2004, which was $32.09. As of May 29, 2004, they each hold 9,000 shares as to which restrictions have not lapsed with an aggregate market value of $284,040. Their stock awards are entitled to dividends declared payable to common shareholders. |
(10) | Represents the grant of stock awards on June 19, 2003 under which Messrs. McBee and Churchill each have the right to receive, subject to vesting, 10,000 shares of common stock. The stock awards vest 50% on June 19, 2004 and 50% on June 19, 2005. At May 31, 2003 the market value of these shares was $21.08 per share. |
Stock Option Grants in Last Fiscal Year
Individual Grants | ||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Name | Number of Securities Underlying Options Granted(#)(1) | Percent of Total Options Granted to Employees in Fiscal Year | Exercise or Base Price ($/Sh) | Expiration Date | Grant Date Present Value ($)(2) | |||||||||||||||||
Richard H. Wills | 100,000 | 4.4 | % | $ | 31.5500 | 01/20/14 | $ | 993,000 | ||||||||||||||
David E. Coreson | 0 | n/a | n/a | n/a | n/a | |||||||||||||||||
Colin L. Slade | 30,000 | 1.3 | % | $ | 31.5500 | 01/20/14 | $ | 297,900 | ||||||||||||||
Richard D. McBee | 28,000 | 1.2 | % | $ | 31.5500 | 01/20/14 | $ | 278,040 | ||||||||||||||
David S. Churchill | 28,000 | 1.2 | % | $ | 31.5500 | 01/20/14 | $ | 278,040 |
(1) | The options were granted on January 20, 2004 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 for a period of ten years provided that the optionee has been continuously employed by the Company or one of its subsidiaries. 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 20, 2004 grant date present value were volatility (31.44%), risk-free rate of return (3.0%), dividend yield (.51%), and time to exercise (5.07 years). |
Aggregated Stock Option Exercises in Last Fiscal Year and Fiscal Year-End Option Values
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Number of Securities Underlying Unexercised Options at Fiscal Year-End | Value of Unexercised In-the-Money Options at Fiscal Year-End(1)(2) | ||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Name | Number Of Shares Acquired On Exercise | Value Realized | Exercisable | Unexercisable | Exercisable | Unexercisable | |||||||||||||||||||||
Richard H. Wills | 0 | $ | 0 | 442,500 | 252,500 | $ | 4,980,125 | $ | 1,800,000 | ||||||||||||||||||
David E. Coreson | 42,000 | $ | 439,284 | 74,000 | 0 | $ | 674,115 | $ | 0 | ||||||||||||||||||
Colin L. Slade | 53,500 | �� | $ | 621,598 | 73,500 | 98,500 | $ | 806,048 | $ | 843,090 | |||||||||||||||||
Richard D. McBee | 25,000 | $ | 285,863 | 53,500 | 89,500 | $ | 519,328 | $ | 726,650 | ||||||||||||||||||
David S. Churchill | 2,500 | $ | 40,576 | 121,000 | 89,500 | $ | 1,329,809 | $ | 726,650 |
(1) | The unrealized value of in-the-money options at year-end represents the aggregate difference between the market value on May 28, 2004 and the applicable exercise prices. The closing price of the Company’s Common Shares on the last trading day of the fiscal year was $31.56. |
(2) | “In-the-money” options are options whose exercise price was less than the market price of Common Shares at May 28, 2004. |
Cash Balance Plan
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Employment and Other Agreements
ORGANIZATION AND COMPENSATION COMMITTEE
REPORT ON EXECUTIVE COMPENSATION
Organization and Compensation Committee
Overall Policy
• | Attract and retain talented executives; |
• | Motivate executives to achieve long-term business strategies while achieving near-term financial targets; and |
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• | Align executive performance with Tektronix’ goals for delivering shareholder value. |
Base Salaries
Incentive Compensation
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stock grants are made from the 2002 Stock Incentive Plan. All executive stock option awards or restricted grants are from shareholder approved plans.
Stock Ownership Guidelines
Retirement Plans
Deferred Compensation Plan
Employee Stock Purchase Plan
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Compensation of the Chief Executive Officer
Deductibility of Compensation
Gerry B. Cameron, Chairman Pauline Lo Alker David N. Campbell Frank C. Gill Merrill A. McPeak |
REPORT OF THE AUDIT COMMITTEE
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Merrill A. McPeak, Chairman A. Gary Ames Gerry B. Cameron David N. Campbell Cyril J. Yansouni |
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INFORMATION CONCERNING AUDITORS
Independent Accountants
Fees Paid To Deloitte & Touche LLP
2003 | 2004 | |||||||||
---|---|---|---|---|---|---|---|---|---|---|
Audit Fees | $ | 1,395,273 | $ | 1,412,500 | ||||||
Audit-Related Fees | 189,200 | 230,852 | ||||||||
Tax Fees | 296,918 | 167,294 | ||||||||
Total | $ | 1,881,391 | $ | 1,810,646 |
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PERFORMANCE GRAPH
Comparison of Five-Year Cumulative Total Return
Fiscal Year | Tektronix | S&P 500 | S&P Info-Tech Composite | |||
---|---|---|---|---|---|---|
1999 | 100.00 | 100.00 | 100.00 | |||
2000 | 233.31 | 110.48 | 147.50 | |||
2001 | 213.77 | 98.82 | 77.63 | |||
2002 | 176.88 | 85.14 | 54.51 | |||
2003 | 183.85 | 78.27 | 51.50 | |||
2004 | 276.37 | 92.62 | 62.81 |
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EQUITY COMPENSATION PLAN INFORMATION
Equity Compensation Plan Information | |||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Plan Category | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights | Weighted Average Exercise Price of Outstanding Options, Warrants and Rights | Number of Securities Remaining Available for Future Issuance (excluding shares listed in (a)) | ||||||||||||
(a) | (b) | (c) | |||||||||||||
Equity Compensation Plans Approved by Shareholders | |||||||||||||||
2002 Stock Incentive Plan | 4,638,333 | $ | 18.34 | 3,977,960 | |||||||||||
1998 Stock Option Plan | 2,078,460 | $ | 21.92 | 0 | |||||||||||
1989 Stock Incentive Plan | 4,461,827 | $ | 29.06 | 0 | |||||||||||
Employee Stock Purchase Plan | 107,454 | $ | 26.15 | 440,327 | |||||||||||
Equity Compensation Plan Not Approved by Shareholders 2001 Stock Option Plan(1) | 36,282 | $ | 25.69 | 141,453 | |||||||||||
Total | 11,322,356 | $ | 23.31 | 4,559,740 |
(1) | This plan was adopted by the Board of Directors for the sole purpose of making grants to new non-officer employees who join the Company as a result of acquisitions, and grants are limited to such non-officer employees. Options with a term of 10 years were granted at fair market value at the time of grant. The terms of the options are substantially the same as the options granted under plans approved by shareholders. |
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
OTHER MATTERS
HOUSEHOLDING
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do not participate in electronic delivery of proxy materials will receive only one copy of the Annual Report and Proxy Statement. This procedure will reduce the Company’s printing costs and postage fees.
SHAREHOLDER PROPOSALS
INFORMATION AVAILABLE TO SHAREHOLDERS
BY ORDER OF THE BOARD OF DIRECTORS James F. Dalton Vice President, General Counsel and Secretary |
August 19, 2004
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TEKTRONIX, INC. | Your Internet or telephone vote authorizes the named proxies |
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| VOTE BY PHONE - 1-800-690-6903 |
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| VOTE BY MAIL |
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| PLEASE DO NOT RETURN THE PROXY CARD BELOW IF YOU VOTE BY INTERNET OR TELEPHONE |
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: | ||
| TEKTR1 | KEEP THIS PORTION FOR YOUR RECORDS |
DETACH AND RETURN THIS PORTION ONLY | ||
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. |
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| TEKTRONIX, INC. |
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| 1. | ELECTION OF DIRECTORS | For | Withhold | For All |
| To withhold authority to vote, mark | ||||||||||||||||
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| Nominees: 01) David N. Campbell | |||||||||||||||||||||
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| 2. | DISCRETIONARY MATTERS | |||||||||||||||||||||
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| The Proxies are authorized to vote in their discretion upon any other matters properly coming before the meeting or any | |||||||||||||||||||||
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| Please follow the instructions above to vote by Internet or telephone, or mark, sign (exactly as your name(s) appear above), and | ||||||||||||||||||||||
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| Yes | No |
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| Please indicate if you plan to attend this meeting | ¡ | ¡ |
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| Signature [PLEASE SIGN WITHIN BOX] | Date |
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| Signature (Joint Owners) | Date |
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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
Until 8:59 p.m. PDT (11:59 p.m. EDT) September 22, 2004
If you received your proxy materials by mail this year, you can still vote these shares conveniently by the Internet or by telephone. Please see below for instructions.
Additionally, if you haven’t already done so, you can consent to receive future proxy materials (Annual Reports and Proxy Statements) via electronic delivery. To do so, please click or push the applicable button after you cast your vote this year via the Internet. 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, each year before the Annual Meeting of Shareholders you will receive an e-mail in place of a proxy card. It will describe the necessary steps to view the appropriate materials and vote associated shares via the Internet.
Internet |
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Have your proxy card in hand when you access the Web site and follow the instructions to submit your electronic vote. |
| You can use any touch-tone telephone. Have your proxy card in hand when you call and then follow the instructions. |
| Mark, sign and date your proxy card and return it in the enclosed postage-paid envelope. |
q FOLD AND DETACH HERE q | q FOLD AND DETACH HERE q |
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| R | Tektronix, Inc. Building 38, 14200 S.W. Karl Braun Drive, Beaverton, Oregon 97077 |
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| O | Annual Meeting of Shareholders, to be held on September 23, 2004 at 10:00 a.m. |
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| Y | PROXY - SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS |
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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 full power of substitution, and authorizes 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 23, 2004 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. |
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| This Proxy will be voted as directed, but where no direction is given, it will be voted for the election of the nominated directors. The proxies may vote in their discretion as to other matters that may come before this meeting. |
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| (Continued, and to be marked, dated and signed on the other side) |
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TEKTRONIX, INC. | Your Internet or telephone voting instructions authorize the 401(k) |
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| GIVE YOUR VOTING INSTRUCTIONS BY PHONE - |
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| GIVE YOUR VOTING INSTRUCTIONS BY MAIL |
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| PLEASE DO NOT RETURN THE VOTING INSTRUCTION CARD BELOW IF YOU VOTE BY INTERNET OR TELEPHONE |
TO GIVE YOUR VOTING INSTRUCTIONS, MARK BLOCKS BELOW IN BLUE OR | ||
| TEKTR3 | KEEP THIS PORTION FOR YOUR RECORDS |
DETACH AND RETURN THIS PORTION ONLY | ||
THIS VOTING INSTRUCTION CARD IS VALID ONLY WHEN SIGNED AND DATED. |
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| TEKTRONIX, INC. |
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| ELECTION OF DIRECTORS | For | Withhold | For All |
| To withhold authority to vote, mark | ||||||||||||||||
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| Nominees: 01) David N. Campbell | |||||||||||||||||||||
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| To direct the Trustee to vote, please follow the directions above to give your voting instructions by Internet or telephone, or mark, | ||||||||||||||||||||||
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| Yes | No |
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| Please indicate if you plan to attend this meeting | ¡ | ¡ |
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| Signature [PLEASE SIGN WITHIN BOX] | Date |
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| Signature (Joint Owners) | Date |
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Please Give Your Voting Instructions by Mailing this Card in Advance of the Meeting
OR
Give Your Instructions by Internet or Telephone
24 Hours a Day, 7 Days a Week
Until 8:59 p.m. PDT (11:59 p.m. EDT) September 20, 2004
If you received your proxy materials by mail this year, you can still give your instructions regarding the voting of these shares conveniently by the Internet or by telephone. Please see below for instructions.
Additionally, if you haven’t already done so, you can consent to receive future proxy materials (Annual Reports and Proxy Statements) via electronic delivery. To do so, please click or push the applicable button after you give your voting instructions this year via the Internet. 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 giving your voting instructions via the Internet, each year before the Annual Meeting of Shareholders you will receive an e-mail in place of a voting instruction card. It will describe the necessary steps to view the appropriate materials and give your voting instructions for the associated shares via the Internet.
Internet |
| Telephone |
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Have your card in hand when you access the Web site and follow the instructions to submit your electronic voting instructions. |
| You can use any touch-tone telephone. Have your card in hand when you call and then follow the instructions. |
| Mark, sign and date your card and return it in the enclosed postage-paid envelope. |
q FOLD AND DETACH HERE q | q FOLD AND DETACH HERE q |
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| Tektronix, Inc. Building 38, 14200 S.W. Karl Braun Drive, Beaverton, Oregon 97077 |
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| Annual Meeting of Shareholders, to be held on September 23, 2004 at 10:00 a.m. |
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| VOTING INSTRUCTIONS - SOLICITED ON BEHALF OF THE 401(k) PLAN TRUSTEE |
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| The undersigned participant in the Tektronix, Inc. 401(k) Plan (the “Plan”) hereby directs The Northern Trust Company, as Trustee under the Plan (the “Trustee”), with full power of substitution, to vote all common shares of Tektronix, Inc. allocated to the participant’s account under the Plan at the annual meeting of shareholders of Tektronix, Inc. to be held on September 23, 2004 at 10:00 am, and any adjournment or adjournments thereof, in accordance with this instruction card. |
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| This voting instruction will be voted as directed, but in the event the undersigned participant does not properly instruct the Trustee regarding voting the shares in his/her account, the Trustee will vote such shares in its discretion. |
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| (Continued, and to be marked, dated and signed on the other side) |
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