SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
MacDermid, Incorporated
(Name of Registrant as Specified In Its Charter)
............................................................................
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
............................................................................
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[X] No fee required per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or
14a-6(i)(2) or Item 22(a)(2) of Schedule 14A.
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14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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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):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
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offsetting fee was paid previously. Identify the previous filing by
registration statement number, or the Form or Schedule and the date of
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(MacDermid)
(Chevron )
MACDERMID
Incorporated
245 Freight Street
Waterbury, CT. 06702-0671
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JULY 22, 1998
The Annual Meeting of Shareholders of MacDermid, Incorporated
("MacDermid") will be held at the Naugatuck Valley Community College,
Fine Arts Center, 750 West Main Street, Waterbury, CT. on Wednesday,
July 22, 1998 at 3:00 P.M. EDT, for the following purposes:
1. To elect five directors to hold office until the next annual
meeting and until their successors are elected and qualified;
2. To consider and act upon a proposal to approve the material
terms of the performance goals under which annual executive compensation
is determined under the MacDermid, Incorporated Executive Compensation Plan;
3. To transact such other business as may properly come before the
meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on May 29, 1998
as the record date for the determination of shareholders who will be
entitled to notice of and to vote at the meeting.
You are requested to promptly vote, date and sign the enclosed proxy
and return it in the enclosed postage-paid envelope at your earliest
convenience prior to the meeting. Because it is impractical to eliminate
duplication, separate proxies are mailed to persons whose names are shown in
more than one way on MacDermid's stock records. Therefore, you may receive
more than one proxy. Please vote, date, sign and return all proxies
received.
If you are an employee participating in MacDermid's Employees Profit
Sharing or Employee Stock Ownership Plans, you will receive separate
instructions covering shares held for your account in such plan or plans.
Your proxy vote is very important. Prompt return of all your proxies
will minimize proxy solicitation expense, assure a quorum and avoid
confusion and delay at the meeting.
By Order of the Board of Directors,
Waterbury, Connecticut JOHN L. CORDANI
June 22, 1998 Corporate Secretary
(IN ORDER TO AVOID UNNECESSARY EXPENSE), we urge you to indicate voting
instructions on the enclosed proxy and date, sign and return it promptly
PRIOR to the meeting in the envelope provided, no matter how large or small
your holdings may be.
(MacDermid)
(Chevron)
MACDERMID
Incorporated
245 Freight Street
Waterbury, Connecticut 06702-0671
PROXY STATEMENT GENERAL
The accompanying proxy is being solicited by the Board of Directors of
MacDermid, Incorporated ("MacDermid") for use at the annual meeting of
Shareholders of MacDermid and at any and all adjournments thereof (the
"Meeting") to be held, pursuant to the accompanying Notice of Annual Meeting
of Shareholders, at Naugatuck Valley Community College, Fine Arts Center,
Waterbury, CT. on Wednesday, July 22, 1998 at 3:00 P.M., EDT.
Each holder of MacDermid's common stock (the "Common Stock") is
entitled to one vote per share on each matter to be brought before the
Meeting. Valid proxies will be voted as specified thereon at the Meeting.
Any shareholder giving a proxy in the accompanying form (a "Proxy") retains
the power to revoke it at any time prior to the exercise of the powers
conferred thereby by (1) delivering written notice of such revocation to
John L. Cordani, Corporate Secretary, MacDermid, Incorporated, 245 Freight
Street, Waterbury, Connecticut 06702-0671; (2) delivering to the Corporate
Secretary a duly executed Proxy or other proxy form bearing a date
subsequent to the date on the given Proxy; or (3) appearing at the Meeting
and requesting to vote his or her shares in person. Any shareholder who
attends the Meeting in person will not be deemed thereby to revoke the Proxy
unless such shareholder affirmatively indicates at the Meeting his intention
to vote the shares in person.
Unless a shareholder provides contrary instructions on a Proxy, all
shares represented by the Proxy (if not revoked before such shares are
voted) will be voted for the election of the nominees for directors named
below, and by the persons granted the proxies in their discretion on any
other business properly to come before the Meeting.
MacDermid has retained D.F. King & Co., Inc. of New York, New York
("King") to assist with the solicitation of Proxies and the mailing and
distribution of proxy material. The anticipated cost of King's services,
including reimbursement for expenses, is approximately $8,500. MacDermid
will bear the cost of the solicitation of Proxies, which may include the
reasonable expenses of brokerage firms and others for forwarding Proxies and
proxy material to the beneficial owners of Common Stock of MacDermid. In
addition to the use of the mails, Proxies may be solicited by King and by
regular employees of MacDermid personally or by telephone or telegram.
Votes will be counted by employees of Harris Trust Company of New York, New
York ("Harris"), the Corporation's transfer agent. MacDermid currently
anticipates that Mr. John L. Cordani, the Corporate Secretary of MacDermid,
will be the Inspector of Election who will certify the votes at the meeting
of shareholders.
Only holders of Common Stock of record at the close of business on
May 29, 1998 are entitled to notice of and to vote at the Meeting. On that
date there were 25,178,492 shares of Common Stock outstanding and entitled
to be voted. Holders of a majority of such outstanding shares, present in
person or represented by proxy, will be necessary to constitute a quorum at
the Meeting. If a quorum is present, the affirmative vote of a majority of
the shares present in person or represented by proxy at the Meeting will be
necessary for the election of each nominee for director and for the approval
of the other items proposed. Abstentions and broker non-votes are counted for
purposes of determining the presence or absence of a quorum. Abstentions
are counted in determining the shares represented at the Meeting with respect
to each proposal presented to shareholders, but broker non-votes are not
counted for such purpose.
Any shares held for the account of a shareholder who participates in
the MacDermid Dividend Reinvestment Plan will be voted automatically with
the shareholder's other shares of Common Stock as directed by the
shareholder on the enclosed Proxy.
The approximate date on which this Proxy Statement and the accompanying
Proxy are first sent to shareholders is June 22, 1998. MacDermid's Annual
Report to Shareholders, containing financial statements for the fiscal year
ended March 31, 1998, accompanies these proxy materials to each shareholder.
EVERY SHAREHOLDER'S VOTE IS IMPORTANT
Please complete, sign and return your proxy card
in the enclosed envelope.
ITEM 1
ELECTION OF DIRECTORS
The Board of Directors, pursuant to the By-Laws, has fixed at five the
number of directors to be elected at the Meeting. Shares represented by
Proxies will be voted for the election of the nominees for Director listed
below, unless otherwise indicated. Each Director of MacDermid shall serve
until the next annual meeting or until his successor has been elected and
qualified. All the nominees are currently Directors of MacDermid.
Management has no reason to believe that any nominee named below will
be unable to serve as a Director. If at the time of the Meeting a nominee
should be unable to stand for election, it is the intention of the persons
granted the Proxies to vote in their discretion for such person as may be
designated as a nominee by the Board of Directors of MacDermid.
The following information has been provided by each
Director nominee.
-NOMINEES FOR DIRECTOR-
- -----------------------------------------------------------------------------
HAROLD LEEVER Mr. Leever joined MacDermid
in 1938. He was elected President in 1954 and
Chairman of the Board in 1977. Mr. Leever is
active in a number of organizations concerned
with education, health and youth development.
Mr. Leever has a B.S. degree in Chemical
Engineering from Michigan State University.
Principal occupation - Chairman of the Board of MacDermid.
Director since 1947
1,721,222 shares - 6.8% (1)
Chairman of the Executive and Nominating Committees.
Age: 84
- ------------------------------------------------------------------------------
--NOMINEES FOR DIRECTOR --
- -----------------------------------------------------------------------------
DANIEL H. LEEVER Mr. Leever joined MacDermid in
1982. In 1989, he was appointed Senior Vice
President and Chief Operating Officer. In the
following year, he was appointed President and
Chief Executive Officer. Mr. Leever attended
undergraduate school at Kansas State University
and the Graduate School at the University of New
Haven School of Business.
Principal occupation -President and Chief Executive Officer of MacDermid.
Director since 1989
2,253,109 shares - 8.9% (2) (3)
Member of the Executive and Nominating Committees
Age: 49
- -----------------------------------------------------------------------------
DONALD G. OGILVIE - Mr. Ogilvie has been the
Executive Vice President of the American
Bankers Association since 1985. He was from 1980 to
1985 a Vice President of Celanese Corporation
and from 1977 to 1980 Associate Dean of Yale
University's School of Organization and Management.
Earlier he held posts in the U.S. Department of
Defense and in the Executive Office of the President
as Associate Director of National Security and
International Affairs in the Office of Management
and Budget. Mr. Ogilvie has a B.A. degree from Yale
University and an M.B.A. from Stanford University's
School of Business.
Principal occupation - Executive Vice President of American Bankers.
Association
Director since 1986
8,517 shares - *(2)
Member of the Audit, Compensation, Executive and Nominating Committees.
Age: 55
- -----------------------------------------------------------------------------
--NOMINEES FOR DIRECTOR--
- ------------------------------------------------------------------------------
JAMES C. SMITH Mr. Smith is Chairman of
the Board and Chief Executive Officer of
Webster Financial Corporation and its
subsidiary, Webster Bank of Connecticut.
He also serves and has served since prior to
1987 as President of Webster. Mr. Smith is
active in a number of organizations dedicated
to enhancing the quality of life in the
communities served by Webster. Mr. Smith has
an AB degree from Dartmouth College.
Principal occupation - Chairman of the Board and Chief Executive Officer of
Webster Financial Corporation and its subsidiary, Webster Bank of Connecticut.
Director since 1994
11,145 shares - * (2)
Member of the Audit, Compensation, Executive and Nominating Committees.
Age: 49
- ------------------------------------------------------------------------------
THOMAS W. SMITH Mr. Smith is and since 1973
has been the Managing Partner of Prescott
Investors. He is on the board of directors
of Cataline Marketing Corporation and the
National Center for Policy Analysis.
Mr. Smith has a B.A. degree
from Miami University and an M.A. from the
University of California at Berkeley.
Principal occupation - Managing Partner of
Prescott Investors.
Director since 1989
1,905,500 shares - 7.6% (4)
Chairman of the Audit and Compensation Committees and a member of the
Executive and Nominating Committees
Age: 70
- ------------------------------------------------------------------------------
* Indicates less than 1% of the outstanding shares of Common Stock.
Notes to Election of Directors
(1) Includes 265,089 shares owned by his wife, Ruth Ann Leever, as to
all of which shares Mr. Leever disclaims any beneficial interest, and 48,662
shares held by MacDermid's Profit Sharing and Employee Stock Ownership
Plans. The Bank of Boston Connecticut, Mr. Daniel Leever and Mr. Thomas
Leever as co-trustees of certain trusts, may have or succeed to the rights
to vote 1,143,411 shares. A portion of the information for Mr. Leever was
obtained from his amended Schedule 13G dated January 12, 1998. MacDermid has
entered into an agreement with Mr. Leever that up to the greater of $522,988
or the then face amount of a life insurance policy held by MacDermid on
Mr. Leever's life will be used to purchase a portion of his MacDermid shares
upon his death. The total purchases to be made are not to exceed the total
of the state and federal estate taxes and funeral and administration expenses
of Mr. Leever's estate. The price per share of such purchase is to be the
market price at the time of death.
(2) Owner has sole investment and voting power.
(3) Includes 90,769 shares held by MacDermid's Profit Sharing and
Employee Stock Ownership plans, 67,500 shares which are subject to
restrictions on transfer until May 30, 1998, 112,500 shares which are
subject to restrictions on transfer until May 18, 1999, 90,000 shares which
are subject to restrictions on transfer until June 14, 2000 and 67,000 shares
which are subject to restrictions on transfer until April 19, 2002 under the
terms of the Special Stock Purchase Plan and 450,000 shares which may be
acquired upon exercise of options granted under the Special Stock Purchase
Plan. Also includes 39,582, 29,583, 40,488, and 10,020 shares which are
subject to restrictions on transfer until August 1, 1999, May 14, 2000,
May 14, 2001, and May 14, 2002 respectively under the terms of the
MacDermid 1995 Equity Incentive Plan. Includes 74,703 shares held in
trust by Mr. Leever for his sons and 3,390 shares owned by his spouse,
as to all of which Mr. Leever disclaims beneficial interest. This also
includes 1,143,411 shares held by certain trusts established by
Mr. Harold Leever, of which Mr. Daniel Leever is co-trustee.
(4) Includes 1,809,108 shares held by partnerships in which Mr. Smith
is a general partner and 45,000 shares held by Prescott Investors' Employee
Profit Sharing Plan, as to all of which Mr. Smith shares voting and
investment power and 51,372 shares held by Mr. Smith personally. A portion
of the information for Prescott Investors, is taken from its amended Schedule
13D dated August 3, 1990.
COMPENSATION COMMITTEE
REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee has furnished the following report on
executive compensation in the fiscal year ended March 31, 1998.
EXECUTIVE COMPENSATION
The Compensation Committee is primarily responsible for MacDermid's
overall executive compensation policy of compensating MacDermid's officers
competitively with those of comparable companies, rewarding exceptional
performance where appropriate and providing incentive for future performance
through cash incentive payments and equity incentives. In fiscal year 1998,
MacDermid's executive compensation had three basic components: base annual
salary, short-term cash incentive bonus and equity incentives (long term
compensation).
In establishing levels of annual salary, incentive bonus and equity
incentives, the Committee generally considers, in order of emphasis, the
following factors: (i) MacDermid's performance, or in certain cases group
performance, relative to Committee expectations, (ii) the performance and
achievements of MacDermid's executives, individually, and as a group, (iii)
the responsibilities of each executive, (iv) the compensation practices of
peer companies, and (v) the level of cash compensation and equity
incentives required to attract and hold qualified executives.
MacDermid uses a comparator group of specialty chemical companies,
(the "Comparator Group") to serve as a factor for determining the
appropriate cash and equity incentive components of the program.
The companies in the Comparator Group are selected based upon their
similarity to MacDermid, relative complexity and scope. Earnings trends,
return on equity and other performance measures are compared. The size
and composition of the Comparator Group may change from year to year.
The Comparator Group differed from the group of companies included in the
Media General Specialty Chemical stock index used in the Comparative
Stock Performance graph on page 10. The Media General Specialty Chemical
stock index, which consists of approximately 70 companies, is too unwieldy
to use for compensation purposes because of the large number of companies
and their disparate compensation practices. The Comparator Group is not
used in the performance graph principally because of the need to maintain
consistency in the indices or peer groups used in the graph.
Before considering the compensation factors discussed above, the
Committee targets base annual compensation at a level which, together with
incentive bonuses, would provide cash compensation to individual executives
at below median market compensation levels for poor corporate or unit
performance, at median market compensation levels for good performance,
and above median market compensation levels for excellent performance.
Executive officers were eligible to receive incentive bonuses
pursuant to MacDermid's short-term Executive Incentive Compensation Plan,
the purpose of which is to motivate executives to use their best efforts
to enhance shareholder value through improvements in MacDermid's financial
performance. The Committee used a formula in determining the initial
amount of the executive incentive bonus. The formula utilizes the following
three factors: (i) the increase in consolidated earnings per share averaged
over the most recent two-year period (the "EPS Change"), (ii) the
relationship of net earnings to net sales ("ROS") and (iii) the relationship
of net earnings to average shareholders' equity ("ROE"). An incentive bonus
was paid with respect to a particular factor only if the EPS Change, ROS
or ROE equal or exceed 3%, 4% and 14%, respectively. The factors may be
measured on corporate or group performance. The amount of incentive bonus
that is actually paid to corporate executive officers is subject to downward
adjustment by the Committee based upon individual performance.
During the fiscal year ended March 31, 1998 MacDermid's executives were
eligible to receive equity incentives (Stock Options or Restricted Stock
Awards) under the MacDermid Special Stock Purchase Plan (the "Special Stock
Purchase Plan") and the MacDermid, Incorporated 1995 Equity Incentive Plan
(the "Equity Incentive Plan"). The Committee administers the Plans, which
were approved by MacDermid's shareholders in 1992 and 1995 respectively, and
awards equity incentives to executives and other employees of MacDermid.
The purpose of awarding equity incentives under the Plans is to enable
MacDermid to attract, retain and motivate its employees to exert their best
efforts to enhance shareholder value by giving them the ability to
participate in the long-term growth of MacDermid. The Committee generally
considers the same factors in establishing the amounts of equity awards for
MacDermid's executive officers as those listed above. The amounts of the
awards are based upon the relative position of each executive officer within
MacDermid and individual performance independent of the terms and amount of
awards previously granted.
Restricted Stock Awards issued under the Equity Incentive Plan consist
of restricted stock having a fair market value equal to twenty (20) percent
of the participant's annual bonus amount made in lieu of the allocable bonus
amount plus a matching portion equal to a multiple or fraction of the shares
awarded in lieu of the allocable bonus amount. The restricted stock awards
may not be sold or transferred during a period of four (4) years from the
date of the award. The restricted stock is forfeited to MacDermid if the
participant's employment with MacDermid is terminated during the restricted
period, except in the case of death, permanent disability, involuntary
termination without cause or retirement. Such restrictions may, however,
be waived by the Committee in its discretion from time to time.
Stock Options awarded under the Special Stock Purchase Plan are in the
form of options to purchase a specified number of restricted shares of
MacDermid Common Stock at an exercise price at least 66.6% of the market
price of the Common Stock on the date of award. The options are generally
exercisable only during the four-year period beginning on the date of award.
However, at the 1996 Annual Meeting, the shareholders approved amendments to
the Special Stock Purchase Plan which may extend the foregoing exercise
period under certain conditions. The shares of Common Stock acquired upon
any exercise are treated as restricted stock for a period of four years
commencing on the date of exercise. Such shares may not be sold during such
period (other than to MacDermid at the exercise price) and must be resold
to MacDermid at the exercise price if the participant's employment with
MacDermid is terminated during such period, except in the case of death,
retirement, permanent disability or involuntary termination without cause.
Such restrictions may, however, be waived by the Committee in its
discretion from time to time.
The Committee believes that the Plans allow executive officers to
participate in the enhancement of shareholder value but only after requiring
them to share in the risk of share ownership by holding restricted stock
for a period of four years.
For Fiscal Year 1998, annual incentive compensation was paid to
Messrs. LoVetere, Pfaff and Janssen in accordance with the terms of the
MacDermid, Incorporated Executive Incentive Compensation Plan, the material
terms of which were approved by the Shareholders at the 1997 Annual Meeting.
CHIEF EXECUTIVE OFFICER COMPENSATION
The compensation for Daniel H. Leever, MacDermid's Chief Executive Officer,
was determined utilizing the methods and factors discussed above.
Mr. Leever's base annual salary remained at $275,000 in fiscal 1998.
Mr. Leever's base salary has remained constant at this level for the past
four years. Annual inflationary increases of three percent (3%) in each of
the last four fiscal years, have been deferred and may be paid with the
short-term cash incentive if MacDermid reaches the minimum performance levels
in all categories of the short term cash incentive plan. Mr. Leever
received a bonus for the fiscal year ended March 31, 1998 based on each of
the bonus factors, all of which exceeded the minimum requirements for
payment of a bonus. MacDermid's performance during the fiscal year ended
March 31, 1998 placed MacDermid solidly in the upper quintile of the
Comparator Group. During fiscal year 1998, Mr. Leever received a restricted
stock award of 40,488 shares of Common Stock (adjusted for the 3 for 1
stock split which occurred on February 6, 1998). For Fiscal Year 1998,
Mr. Leever's annual incentive compensation was paid in accordance with the
terms of the MacDermid, Incorporated Executive Incentive Compensation Plan.
Subject to Shareholder approval, Mr. Leever's cash compensation for Fiscal
Year 1999 will be paid in accordance with the terms of the MacDermid,
Incorporated Executive Compensation Plan.
Respectfully submitted by,
THE COMPENSATION COMMITTEE
Thomas W. Smith, Chairman
Donald G. Ogilvie
James C. Smith
SUMMARY COMPENSATION TABLE
The following Summary Compensation Table summarizes annual, long-term and
other compensation paid by MacDermid and its subsidiaries for each of its
three fiscal years ended March 31, 1998 to MacDermid's Chief Executive
Officer and four other most highly compensated officers.
Long-Term
Compensation
Annual Compensation Awards
------------------- ------------
Securities
Underlying
Fiscal Options or All other
Name and Year Salary Bonus Restricted Stock compensation
principal position ($) ($)<F1> (#) <F2> ($) <F3> <F4>
___________________________________________________________________________
Daniel H. Leever 1998 275,000 683,032 40,488 720,596
President and 1997 275,000 601,340 29,583 33,162
Chief Executive 1996 275,000 448,668 39,582 56,569
Officer
Arthur J. LoVetere,Jr.1998 155,000 195,582 11,892 858,100
Executive Vice 1997 155,000 170,430 15,822 20,083
President and Chief 1996 120,684 160,000 75,726 79,101
Financial Officer
Michael A. Pfaff 1998 158,600 160,000 3,438 795,259
Vice President 1997 154,000 98,600 6,066 79,870
1996 145,000 100,000 14,814 30,688
Patricia I. Janssen 1998 157,601 101,504 3,279 841,437
Vice President 1997 146,614 93,800 3,168 24,948
1996 38,679 34,000 67,500 1,869
Peter E. Kukanskis 1998 125,700 75,420 1,020 652,959
Vice President 1997 122,000 29,300 2,637 7,628
1996 115,000 40,000 8,559 22,299
<FN>
<F1> The bonuses reported were actually paid in the following fiscal
year but calculated and accrued based upon performance in the fiscal year
indicated in each case.
<F2> Awarded in fiscal year indicated. All awards listed, except for
certain shares indicated for Mr. LoVetere in fiscal 1996, consisted of
restricted Stock Awards under the 1995 Equity Incentive Plan. The 75,726
shares noted for Mr. LoVetere in fiscal 1996 consisted of 67,500 options
awarded under the Special Stock Purchase Plan and 8,226 shares issued under
the 1995 Equity Incentive Plan. The amount for each of the fiscal years have
been adjusted for the 3 for 1 Stock Splits which occurred on
November 15, 1996 and February 6, 1998.
<F3> For Fiscal Year 1996 this includes certain amounts which,
previous to 1992 would have been included in MacDermid's contribution to
the Profit Sharing Plan. Employees, generally, have the right to contribute
this amount to the Profit Sharing Plan under 401(k) rules. However, due to
limitations imposed by Internal Revenue Service Rules, certain executive
officers are prevented from making such a contribution and receive the
amount as additional cash compensation.
<F4> Amounts listed for 1998 include deemed compensation, which arose
from restrictions being lifted on certain optioned shares exercised under the
MacDermid Incorporated Special Stock Purchase Plan, in the amounts of
$701,112, $843,000, $781,064, $819,027, $644,733 for Messrs. Leever,
LoVetere, Pfaff, Janssen and Kukanskis, respectfully. Amounts listed for
1998 also include payments by MacDermid for premiums for split dollar life
insurance in the amounts of $4,384,$5,193, and $5,126 on behalf of,
respectively, Messrs. Leever, Pfaff, and Kukanskis; contributions to the
E.S.O.P. in the amounts of $5,600, $5,600, $3,858, and $4,750 on behalf of,
respectively, Messrs. Leever, LoVetere, Pfaff, and Janssen; contributions
to the Profit Sharing Plan in the amounts of $3,200, $3,200, $3,200, $3,200,
and $3,100 on behalf of, respectively, Messrs. Leever, LoVetere, Pfaff,
Janssen and Kukanskis; contributions to the Supplemental Executive
Retirement Plan for supplemental profit sharing contributions of $11,035,
$1,977, $622, $506 for Messrs. Leever, LoVetere, Pfaff, and Janssen; and
premiums for term life insurance in the amounts of $2,808, $967, $1,395,
$1,338, and $2,072 on behalf of, respectively, Messrs. Leever, LoVetere,
Pfaff, Janssen and Kukanskis. The amount listed for Mr. LoVetere in 1996
includes $60,318 in reimbursed moving expenses. The amount listed for
Mr. Pfaff in 1997 includes $56,758 of deemed compensation which arose from
option shares exercised four years earlier and for which the restrictions
on transfer lapsed this year.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
The following table provides information with respect to the aggregate
number of unexercised options held by the Chief Executive Officer and the
named officers as of March 31, 1998.
Shares Number of Value of
Acquired Securities Underlying Unexercised
on Unexercised In-the-money
Exercise Options/SARs at Options at
During FY-end FY-end
Fiscal Value Exercisable/ Exercisable/
1998 Realized Unexercisable Unexercisable
Name ($) <F3> ($) <F1> (#) <F2> <F3> ($) <F2> <F4>
- ------------------------------------------------------------------------------
Daniel H. Leever 90,000 1,155,180 540,000 11,474,359
Arthur J. LoVetere,Jr 67,500 843,000 0 0
Michael A. Pfaff 135,000 2,419,830 0 0
Patricia Janssen 67,500 617,381 0 0
Peter Kukanskis 63,000 1,130,697 0 0
<FN>
<F1> Value is determined as the spread between the exercise price
and the market price on the date of exercise.
<F2> All options were exercisable on the date of grant and at
March 31, 1998.
<F3> Reflects 3 for 1 stock splits which occurred on November 15, 1996
and February 6, 1998.
<F4> Calculated using a market value per share at March 31, 1998 of
$28-3/4.
EMPLOYEES PENSION PLAN
The MacDermid Employees Pension Plan (the "Pension Plan") is a
qualified defined benefit plan. Pension payments may be made under the
Pension Plan upon normal retirement commencing when an executive reaches
age 60 based upon credited years of service up to a maximum of 30 years.
Annual benefits are calculated on a single-life annuity basis and are
subject to offsets for (i) amounts based on the value of the executive's
interest in the Profit Sharing Plan as of March 31, 1976, if any, and (ii)
0.45% of the lesser of covered compensation or final average compensation,
as defined by the Internal Revenue Code (the "Code") Section 401(1),
multiplied by the years of service.
Under the MacDermid, Incorporated Supplemental Executive Retirement
Plan (the "Supplemental Plan"), executive officers are entitled to the
difference between the benefits actually paid to them under the Pension
Plan and the benefits which they would have received under the Pension
Plan were it not for certain restrictions imposed under the Code relating
to the amount of benefits payable under the Pension Plan and the amount of
annual compensation which may be taken into account in determining benefits
under the Pension Plan.
Assuming that there are no changes in the Pension Plan and that
participants historically have had earnings at least equal to the maximum
Social Security wage base in each year of employment with MacDermid, the
following table illustrates the estimated annual benefit payable for life
under the Pension Plan and the Supplemental Plan to an employee retiring
at age 60 on March 31, 1998 with maximum service under the Plan of up to
30 years. These benefits neither reflect an offset for the participant's
March 31, 1976 interest in the Profit Sharing Plan nor do they recognize a
Social Security supplement which is payable under the Pension Plan until
the employee reaches age 65.
ESTIMATED ANNUAL PENSION PAYABLE AT NORMAL RETIREMENT
BASED ON YEARS OF SERVICE INDICATED
- --------------------------------------------------------------------------
Final Average
Earnings 10 Years 15 Years 20 Years 25 Years 30 Years
- --------------------------------------------------------------------------
$150,000 20,621 30,932 41,243 51,553 61,864
$200,000 28,121 42,182 56,243 70,303 84,364
$250,000 35,621 53,432 71,243 89,053 106,864
$300,000 43,121 64,682 86,243 107,803 129,364
$350,000 50,621 75,932 101,243 126,553 151,864
$400,000 58,121 87,182 116,243 145,303 174,364
$450,000 65,621 98,432 131,243 164,053 196,864
$500,000 73,121 109,682 146,243 182,803 219,364
$600,000 88,121 132,182 176,243 220,303 264,364
$700,000 103,121 154,682 206,243 257,803 309,364
$800,000 118,121 177,182 236,243 295,303 354,364
$900,000 133,121 199,682 266,243 332,803 399,364
Covered compensation under the Pension Plan includes an employee's
annual salary and bonus, which, for the Chief Executive Officer and four
other named officers, is set forth in the Summary Compensation Table.
Messrs. Leever, LoVetere, Pfaff, Janssen and Kukanskis have 17, 9, 16, 3
and 30 years of credited service, respectively, under the Pension Plan.
COMPARATIVE STOCK PERFORMANCE
The following graph and chart compare, during the five-year period
commencing March 31, 1993 (at the market close) and ending March 31, 1998,
the annual change in the cumulative total return on MacDermid's Common
Stock with the Standard and Poors 500 and the Media General Specialty
Chemicals Stock indices, assuming the investment of $100 on March 31, 1993
(at the market close) and the reinvestment of any dividends.
FIVE YEAR CUMULATIVE TOTAL RETURN
(Graph)
(The graph provided here has three data lines. Each line provides a
representation of the cumulative total return achieved on MacDermid Common
Stock, the Standard and Poors 500 and the Media General Specialty Chemicals
Stock indices respectively. The three lines each begin at $100 and then
diverge, connecting each of their respective five other data points. The
lines for the Standard and Poors Index and for Specialty Chemicals Index
are similar and show fairly even growth from 1993 to 1998. MacDermid's data
line slightly trails Standard and Poors 500 and Specialty Chemicals through
1994 and, in 1995, increases to well above the comparator indices by the
end of 1995 and continues to reflect superior comparative performance
through 1998.)
Past share performance should not be viewed as necessarily indicative
of future performance.
Graph Dollar Values 1993 1994 1995 1996 1997 1998
- ------------------------------------------------------------------
MacDermid, Inc. 100 99 166 257 410 1023
Standard & Poors 100 101 117 155 186 275
500
Specialty Chemicals 100 108 112 130 136 166
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND OF MANAGEMENT
The following table sets forth information as of May 29, 1998, with
respect to ownership of common stock by any person known to MacDermid to
be a beneficial owner of more than 5% of its common stock, by MacDermid's
five most highly compensated officers and by all directors and
officers of MacDermid as a group. Unless otherwise noted, each person has
sole voting and disposition power with respect to such person's shares.
The total of shares of common stock beneficially owned by the officers
includes the right to acquire ownership through exercise of stock options.
- ---------------------------------------------------------------------------
Number of Shares Percent
Beneficial Owner Beneficially Owned of Class
- ---------------------------------------------------------------------------
FIVE PERCENT BENEFICIAL OWNERS
Harold Leever 1,721,222 <F1> 6.8%
366 Guilds Hollow Road
Bethlehem, Connecticut 06751
MacDermid Employees Profit Sharing, 4,888,640 <F2> 19.4%
Pension and Stock Ownership Plans
245 Freight Street
Waterbury, Connecticut 06702
Thomas W. Smith and 1,905,500 <F1> 7.6%
Prescott Investors
323 Railroad Avenue
Greenwich, Connecticut 06830
Bank of Boston Corporation 2,112,426 <F3> 8.4%
100 Federal Street
Boston, Massachusetts 02110
Vanguard/Primecap Fund, Inc. 1,701,000 <F5> 6.8%
P.O. Box 2600
Valley Forge, PA 19482
Daniel H. Leever 2,253,109 <F1> 8.9%
133 Railtree Hill Road
Woodbury, CT. 06798
Thomas M. Leever 1,358,335 <F4> 5.4%
R.R. Box 230
Perkinsville, VT. 05151
NAMED EXECUTIVE OFFICERS
Daniel H. Leever 2,253,109 <F1><F6><F7> 8.9%
Arthur J. LoVetere, Jr. 93,045 <F6><F7> *
Michael A. Pfaff 272,313 <F6><F7> 1.1%
Patricia I. Janssen 61,355 <F6><F7> *
Peter E. Kukanskis 150,275 <F6><F7> *
All Directors and Officers 5,923,940 <F6><F7> 23.5%
as a group (15 persons)
- ---------------------------------------------------------------------------
*Less than 1% of shares outstanding
<FN>
<F1> Additional explanation of the shares beneficially owned by the
Directors is provided in the footnotes under Election of Directors.
<F2> 4,261,895 shares in the MacDermid Employees Profit Sharing Plan
and in the MacDermid, Incorporated Employee Stock Ownership Plan and
233,490 shares in the MacDermid Imaging Technology, Inc. Profit Sharing
and Employee Stock Ownership Plans are beneficially owned by the Trustee
of the plans, Fleet Bank, One Federal Street, Boston, MA 02211, and 393,255
shares in the MacDermid, Incorporated Employees Pension Plan are
beneficially owned by the Trustee of the plan, Investors Bank & Trust
Company, 24 Federal Street, Boston, MA 02110. Under the terms of the
Profit Sharing Plan and the ESOP, participants have the right to vote
the shares credited to their accounts; however, the Trustee may, in its
discretion, vote any shares (including unallocated shares) not voted by
the participants. The trustee of the Pension Plan may vote all the
MacDermid shares beneficially owned thereunder.
<F3> The information for Bank of Boston Corporation ("BOB") is taken
from its Schedule 13G dated February 14, 1997. Through its subsidiary,
Bank of Boston Connecticut, BOB has sole voting power with respect to
826,290 shares, shared voting power with respect to 1,286,136 shares,
sole dispositive power with respect to 624,009 shares and shared
dispositive power with respect to 1,488,417 shares. Amounts have been
corrected for the 3 for 1 split which occurred on February 6, 1998.
<F4> Includes 1,143,111 shares held by certain trusts established
by Mr. Harold Leever, of which Mr. Thomas Leever is co-trustee.
<F5> The information for Vanguard Primecap Fund, Inc. is taken from
its Schedule 13G dated December 31, 1997. Amounts have been corrected
for the 3 for 1 split which occurred on February 6, 1998.
<F6> The beneficial owners of these shares generally have sole
voting and investment power. Includes 2,253,109; 93,045; 272,313; 61,355;
and 150,275 shares of Common Stock reported for Daniel H. Leever and
Messrs. Lovetere, Pfaff, Janssen and Kukanskis, respectively, and 493,583
shares of Common Stock beneficially owned by 12 officers as a group in
MacDermid's Profit Sharing and ESOP Plans. Also includes 450,000 shares
of Common Stock which may be acquired upon exercise of options granted to
Mr. Leever.
<F7> Includes 472,500, 140,687, and 54,000 shares of Common Stock
for Messrs. Leever, Pfaff and Kukanskis, respectively, which are subject to
restrictions on transfer under the Special Stock Purchase Plan, and
119,673, 38,741, 26,787, 8,015 and 11,909, shares of Common Stock for Mssrs.
Leever, LoVetere's, Pfaff, Janssen and Kukanskis respectively, which are
subject to restrictions on transfer under MacDermid's 1995 Equity Incentive
Plan.
INTEREST OF MANAGEMENT AND OTHERS
IN CERTAIN TRANSACTIONS AND FAMILY RELATIONSHIPS
Harold Leever is the Chairman, a Director, and a nominee for Director
of MacDermid. Mr. Leever's son, Daniel H. Leever, is President, Chief
Executive Officer, a Director and a nominee for Director of MacDermid.
ADDITIONAL INFORMATION RELATING TO
THE BOARD OF DIRECTORS AND COMMITTEES
The Board of Directors held a total of five (5) regular meetings
during the 1998 fiscal year. Each of the five current members of the
Board of Directors attended all of the meetings of the Board and the
committees of which they were members. The Board has Audit, Compensation,
Executive and Nominating Committees.
The Audit Committee recommends independent auditors, reviews the
scope of the audit examination and the independence of the auditors,
reviews and approves non-audit services provided by the auditors,
reviews findings and recommendations of the auditors and management's
response thereto and reviews MacDermid's internal audit function. The
Committee met two (2) times during the 1998 fiscal year. Members of
the Committee are: Thomas W. Smith, Chairman, Donald G. Ogilvie and
James C. Smith.
The Compensation Committee reviews and makes recommendations to the
Board with respect to officer compensation and it administers the MacDermid,
Incorporated Special Stock Purchase Plan and the MacDermid, Incorporated
1995 Equity Incentive Plan, determining the persons to whom equity
incentives are to be granted, the number of shares to be granted, the
conditions of the grant, and the manner in which the exercise price
shall be payable. The Committee, which met two (2) times during the
1998 fiscal year, includes Mr. Thomas W. Smith, Chairman,
Donald G. Ogilvie and James C. Smith.
The Executive Committee may exercise, subject to limitations
prescribed by law, those powers assigned to it by the Board of Directors.
The Committee, which did not meet during the 1998 fiscal year, includes
Harold Leever, Chairman; Daniel H. Leever, Donald G. Ogilvie,
Thomas W. Smith, and James C. Smith.
The Nominating Committee reviews and makes recommendations to the
Board with regard to director nominees. Any shareholder wishing to
recommend a nominee to the Board should do so in writing addressed to
John L. Cordani, Corporate Secretary, MacDermid, Incorporated,
245 Freight Street, Waterbury, Connecticut 06702-0671. The Committee,
which met once during the 1998 fiscal year, includes Harold Leever,
Chairman; Daniel H. Leever; Donald G. Ogilvie, Thomas W. Smith, and
James C. Smith.
Directors who are employees of MacDermid received no compensation in
addition to their salaries and benefits received as employees. Directors
who are not employees were paid $500 for each meeting of the Board attended,
an additional $500 for each meeting of the Board exceeding four hours
duration, $150 for each committee meeting attended not coincident with a
meeting of the Board, a quarterly cash retainer of $750, and an annual
retainer of $8,000 payable in shares of MacDermid Common Stock.
MacDermid provided up to $50,000 group term life insurance for each
outside director for which it paid a total of $635 in premiums during the
1998 fiscal year.
ITEM 2.
PROPOSAL TO APPROVE THE MATERIAL TERMS OF THE PERFOR-
MANCE GOALS UNDER WHICH ANNUAL EXECUTIVE COMPENSATION
IS DETERMINED UNDER THE MACDERMID, INCORPORATED
EXECUTIVE COMPENSATION PLAN
General
The Board of Directors seeks shareholder approval of the material
terms of the performance goals under which executive compensation is to be
determined pursuant to the MacDermid, Incorporated Executive Compensation
Plan (the "Plan"). The Compensation Committee of the Board of Directors
(the "Committee") administers the Plan. Any corporate executive may be
eligible under the Plan, however, the Chief Executive Officer is the only
executive currently designated by the Committee as eligible to receive
performance-based compensation under the Plan.
Other executives may currently be eligible to receive performance based
incentive compensation under the MacDermid, Incorporated Executive
Incentive Compensation Plan, the material terms of which have been
approved by the Shareholders at the 1997 annual meeting. The Committee
will designate specific executives as eligible under one of the foregoing
plans each fiscal year within 90 days after the beginning of the fiscal
year.
Shareholder approval is sought so that performance based compensation
which is to be paid under the Plan to a "covered employee" (as defined in
Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Code")
will be fully deductible by the Company. Without shareholder approval of
its material terms, no amount will be paid pursuant to the Plan to any
"covered employee".
Section 162(m) of the Code prohibits the deduction by publicly held
corporations of certain employee compensation exceeding one million
dollars per year which is paid to a "covered employee", unless specified
conditions are satisfied. To be deductible, such compensation must be
paid solely on account of the attainment of one or more pre-established,
objective performance goals, the achievement of which is certified by a
compensation committee consisting solely of two or more "outside directors"
(within the meaning of Section 162(m)). In addition, the material terms
of the performance goals used to determine the performance-based
compensation must be disclosed to and approved by the shareholders prior
to payment of such performance-based compensation.
Material Terms of the Plan
Each year, the Committee (which consists solely of two or more
"outside directors") will determine which executives will participate
under the Plan and will set target performance goals that are necessary
to be met for compensation to be paid under the Plan. Currently only the
Chief Executive Officer has been designated to participate under the Plan.
No base salary will be paid to the designated executives while
participating under the Plan. The amount of performance based annual
compensation which is payable to the participating executive will be
determined according to the terms of the Plan. Annual compensation
payable under the Plan will be based solely upon the following factors:
(i) Earnings per Share and (ii) the two year average of Earnings per
Share growth. The Committee will set the specific targets annually, not
later than ninety (90) days after the beginning of the Company's fiscal
year. The specific targets for the performance goals will not be
disclosed because the Committee has determined that the targets are
confidential business information and their disclosure would adversely
affect the Company.
Annual cash compensation under the Plan will be determined in two
components. The first component will be determined by multiplying a base
amount (A), which has initially been set by the Committee at $6,000, by
the number of cents per share the Company has earned for the fiscal year
up to a certain level (B), which has initially been set by the Committee
at $1.00. The second component will be determined as a fraction or
multiple of the base amount (A) multiplied by the actual number of cents
per share that the Company has earned for the fiscal year above (B).
The multiplier (D) used to determine the second component will be based
upon the average two year growth rate of compounded earnings per share,
expressed as a percentage, and will range from zero to two and one half.
The multiplier will vary from zero for no two year average earnings per
share growth to two and one half at a two year average earnings per share
growth of 20% or more.
The Committee will set each of the factors used in calculating both
components of annual cash compensation, A-D, each year within 90 days
after the fiscal year starts. The Committee may adjust earnings per
share as used under the Plan for any unusual or extraordinary items of
income or loss. It is currently anticipated that the base amount (A)
will be reduced by about five (5) percent per year to compensate for
the effect of natural compounding. The first component may be paid
throughout the fiscal year on a quarterly basis, in arrears, based
upon pro-rated performance. The second component will be paid after
the end of the fiscal year when the performance criteria has been
certified as having been met and any necessary adjustments will be made
at that time. Unless the minimum threshold goals are attained, no
compensation will be paid to the participants under the Plan. Thus,
under the Plan, the only compensation paid to the participants will be
performance based compensation paid under the terms of the Plan.
All compensation payable under the Plan, being solely performance
based competition, shall be considered bonus compensation as that term
is used in the MacDermid, Incorporated 1995 Equity Incentive Plan (the
"Equity Incentive Plan"). As such, Plan participants shall be eligible
to receive matching restricted share grants under the terms of the Equity
Incentive Plan based upon the compensation payable to the participants
under the Plan. The maximum amount of annual compensation which may be
paid to any participant under the Plan with respect to any fiscal year
of the Company will be the lesser of (i) the amount determined as payable
under the Plan plus any matching restricted stock grant under the
Equity Incentive Plan; or (ii) five (5) million dollars, with any
restricted stock grant valued, for this purpose, based upon the fair
market value of the shares, at the time of granting, as determined by
the Committee. No base salary will be paid to any executive designated
by the Committee to participate under the Plan. Thus the only annual
cash compensation paid to the participants under the Plan will be
performance-based compensation paid under the terms of the Plan.
The amount of yearly compensation paid to the participating executives
with respect to any particular year, however, may be less than the amount
determined under the applicable objective formula if such lesser amount is
determined to be appropriate by the Committee, in its discretion. The
Company may at any time and from time to time amend or terminate the Plan;
provided, however, that no amendment which requires shareholder approval
in order for an award under the Plan which is intended to comply with
Section 162(m) of the Code to continue to comply therewith will be
effective without the requisite vote of the shareholders of the Company.
The Plan is consistent with the Company's philosophy of tieing
compensation to performance and thereby providing annual compensation at
below median market compensation for poor corporate performance, at
median market compensation for good performance and above median market
compensation levels for excellent performance.
Under the terms of the Plan, the participants receive no base salary,
thereby placing all annual compensation at risk, based upon corporate
performance. If the Plan had been in effect for the most recent fiscal
year, with performance targets as recently set by the Committee, the
compensation payable under the Plan would have been modestly less than
the compensation that was actually paid. If the annual operating plan
for fiscal year 1999, as approved by the Board of Directors, is achieved,
the cash compensation payable under the Plan would be similar to the
amounts paid for fiscal year 1998. Under the Plan annual compensation is
linked directly and solely to performance and as a result annual
compensation may be higher than historical levels for extraordinary
corporate performance or lower than historical levels for poor corporate
performance.
The Board of Directors recommends a vote for approval of the material
terms of the performance goals under which annual executive compensation
is determined under the MacDermid, Incorporated Executive Compensation
Plan. Approval of this proposal will require the affirmative vote of a
majority of the common shares which are represented at the Annual Meeting
of Shareholders.
THE BOARD OF DIRECTORS RECOMMENDS
A VOTE FOR THIS PROPOSAL
INDEPENDENT ACCOUNTANTS
The independent public accountants for MacDermid for fiscal year 1998
were KPMG Peat Marwick("KPMG"), which firm had been selected to be
MacDermid's auditors for fiscal year 1998 by the Board of Directors.
At the Meeting, a representative of KPMG will have the opportunity to make
a statement if he or she wishes to do so and will be available to answer
any appropriate questions that may be asked by shareholders.
SHAREHOLDER PROPOSALS FOR 1999 ANNUAL MEETING
Shareholder proposals for inclusion in the proxy statement relating to
the 1999 annual meeting must comply in all respects with the rules and
regulations of the Securities and Exchange Commission and be received at
MacDermid's principal executive offices at 245 Freight Street, Waterbury,
Connecticut 06702-0671 no later than February 22, 1999. Such proposals
should be addressed to the attention of John L. Cordani, Corporate
Secretary.
MISCELLANEOUS
The Board of Directors knows of no matters other than those referenced in
the Notice of Annual Meeting which are to be brought before the Meeting.
However, if any other matters are properly presented, it is the intention
of the persons named in the Proxy to vote the Proxy in accordance with
their best judgment.
It is important that Proxies be returned prior to the Meeting.
Shareholders are urged to sign and date the enclosed Proxy and promptly
return it in the enclosed envelope.
June 22, 1998 JOHN L. CORDANI
Corporate Secretary
MacDermid, Incorporated will provide without charge, to any shareholder,
upon written request, a copy of its Annual Report on Form 10-K to the
Securities and Exchange Commission for the fiscal year ended March 31, 1998.
Such request should be directed to John L. Cordani, Corporate Secretary,
MacDermid, Incorporated, 245 Freight Street, Waterbury,
Connecticut 06702-0671.
Appendix A
FORM OF PROXY
Front
PROXY MACDERMID, INCORPORATED PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
Annual Meeting of Shareholders -- July 22, 1998 at 3:00 P.M., E.D.T.
At The Naugatuck Valley Community College, Fine Arts Center, 750 West
Main St., Waterbury, Connecticut
The undersigned hereby constitutes and appoints HAROLD LEEVER and
DANIEL H. LEEVER, or either of them, with full power of substitution in
each, attorneys and proxies to act on behalf of the undersigned at said
meeting and at any adjournment thereof (the "Meeting"), with authority to
vote on the following matters all shares of stock which the undersigned
would be entitled to vote at the Meeting if personally present as directed
on the reverse side hereof with respect to the items set forth in the
accompanying Proxy Statement and in their discretion upon such other matters
as may properly come before the Meeting.
PLEASE MARK, DATE, SIGN AND RETURN THIS PROXY VOTING INSTRUCTION CARD
IN THE ENCLOSED ENVELOPE.
(Continued and to be signed on reverse side.)
Reverse
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY.
A vote FOR items 1 and 2 is recommended by the Board of Directors.
1. Election of Directors
Nominees: Harold Leever, Daniel H. Leever,
Donald G. Ogilvie, James C. Smith and
Thomas W. Smith
FOR WITHHOLD FOR ALL (Except Nominee(s)
[ ] [ ] [ ] written below)
2. Approval of the material terms of the performance goals under which
annual executive compensation is determined under the MacDermid,
Incorporated Executive Compensation Plan.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
3. In their discretion, upon any other
matters as may properly come before
the meeting.
AUTHORITY AUTHORITY
GRANTED WITHHELD
[ ] [ ]
This proxy, when properly executed, will be
voted in the manner directed herein by the
stockholder. If no direction is made, this
proxy will be voted FOR the above matters.
Dated:_______________________,1998
Signature(s)_____________________________
_____________________________
NOTE:Please sign exactly as name
appears hereon. For joint accounts
both owners should sign. When
signing as executor, administrator,
attorney, trustee, guardian,
corporate officer, etc., please give
your full title.
[Space is provided for a mailing label containing
the shareholder's name, address, account number,
CUSIP number, sequence number and number of shares.]