Maytag Corporation
403 West Fourth Street North
Newton, Iowa 50208
March 22, 1994
BY ELECTRONIC SUBMISSION
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Maytag Corporation
File No. 1-655
Definitive Proxy Materials
Ladies and Gentlemen:
Enclosed for filing by Maytag Corporation (the "Company"), pursuant to
Rule 14a-6(b) under the Securities Exchange Act of 1934 (the "Exchange
Act"), as modified by Item 309 of Regulation S-T, are definitive copies of
the Company's proxy statement and proxy card (collectively, the "1994 Proxy
Materials"). Pursuant to Rule 14a-6(m) under the Exchange Act, a cover
page is included with the 1994 Proxy Materials. The 1994 Proxy Materials
will be released to shareholders on or about March 22, 1994.
The filing fee of $125 required by Rule 14a-6(i)(1) has been submitted
by wire transfer to the U.S. Treasury designated lockbox depository at the
Mellon Bank in Pittsburgh, Pennsylvania.
Pursuant to Item 304(d) of Regulation S-T, the performance graph
required by Item 402(1) of Regulation S-K has been described and
interpreted in tabular or chart form within the electronic filing of the
1994 Proxy Materials and the Company will submit supplementally a paper
copy of the performance graph to the Company's Branch Chief in the Division
of Corporation Finance of the Securities and Exchange Commission ("SEC").
By letter dated May 19, 1993, the Division of Corporation Finance of
the SEC stated that it had reviewed the Company's 1993 proxy materials and
had certain comments on such materials. The staff indicated that the
Company should comply with the staff's comments in future SEC filings. The
Company's responses to the staff's comments are included in this letter
and, for the convenience of the staff, the staff's comments are reproduced
as follows:
"Directors Whose Terms Continue After the Annual Meeting, page 3"
1. "The disclosure regarding Messrs. Sivright's and Steingraber's
employer's relationships with the Corporation should be included under the
caption 'Compensation Committee Interlocks and Insider Participation' as
required by Item 402(j)(1)(iii) of Regulation S-K."
Response: The disclosure regarding Messrs. Sivright's and Steingraber's
employer's relationships with the Company on page 3 of the Company's 1993
proxy statement was not required under any paragraph of Item 404. The
Company made such disclosure on a voluntary basis.
"Security Ownership of Certain Beneficial Owners and Management, page 4"
2. "The beneficial ownership table should be substantially in the form
prescribed by Item 403 of the Regulation S-K including a column listing the
percent of class holdings. Please revise."
Response: The table has been revised as requested.
"Compensation Committee Report on Executive Compensation, page 13"
3. "We note the statement in the second paragraph of the report that
'salary range for each position is established using average base pay of
executives employed at similar sized manufacturing organizations as a
guide.' Indicate whether the performance of these companies is considered
in establishing the range."
Response: The requested disclosure has been made under the section entitled
"Annual Base Salary" in the Compensation Committee Report on Executive
Compensation included in the 1994 Proxy Materials.
4. "Disclose whether the ranges for the named executive officers fall
within the high, median or low end of the salaries of the comparable
companies."
Response: The requested disclosure has been made under the section entitled
"Annual Base Salary" in the Compensation Committee Report on Executive
Compensation included in the 1994 Proxy Materials.
5. "The names of the committee members must appear in 'signature block'
format at the end of the report. Please revise."
Response: The report has been revised as requested.
As permitted by Item 101(b) of Regulation S-T, the Company has elected
to file seven copies of the Company's 1993 Annual Report with the SEC
pursuant to Rule 14a-3(c).
One copy of a conforming paper format copy of the 1994 Proxy Materials
will be submitted to the SEC at the address indicated below in accordance
with Item 901 of Regulation S-T. Each such conforming paper format copy
will include the following legend: "This conforming paper document is being
submitted pursuant to Rule 901(d) of Regulation S-T."
If you have any questions, please contact E. James Bennett at 515/791-
8394 or Jim L. Kaput of Sidley & Austin at 312/853-2655.
Very truly yours,
E. James Bennett
Enclosures
cc: OFICS Filer Support
SEC Operations Center
Mail Stop 0-7
6432 General Green Way
Alexandria, Virginia 22312
Mr. Robert Bartelmes
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Schedule 14A Information
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of
1934 (Amendment No. )
Filed by the Registrant [ ]
Filed by a Part other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ x ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to
240.14a-11(c) or 240.14a-12
Maytag Corporation
(Name of Registrant as Specified In Its Charter)
E. James Bennett
(Name of Person(s) Filing Proxy Statement
Payment of Filing Fee (Check the appropriate box):
[ x ] $125 per Exchange Act Rules 0-11(c)(1)(ii),
14a-6(i), or 14-a-6(j)(2).
[ ] $500 per each party to the controversy
pursuant to Exchange Act Rule 14a-
6(i)(3).
[ ] Fee computed on table below per Ex-
Change Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to
which transaction applies:
_______________________________________
(2) Aggregate number of securities to
which transaction applies:
_______________________________________
(3) Per unit price or other underlying
value of transaction computed pursuant to
Exchange Act Rule 0-11:___/
_______________________________________
(4) Proposed maximum aggregate value of
transaction:
_______________________________________
_/ Set forth the amount on which the
filing fee is calculated and state how it was
determined.
[ ] Check box if any part of the fee is
offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for
which the offsetting fee was paid previ-
ously. Identify the previous filing by
registration statement number, or the
Form or Schedule and the date of its
filing.
(1) Amount Previously Paid:
______________________________________
(2) Form, Schedule or Registration State-
ment No.:
______________________________________
(3) Filing Party:
______________________________________
(4) Date Filed:
______________________________________
MAYTAG CORPORATION
NOTICE OF ANNUAL MEETING
AND
PROXY STATEMENT
MEETING NOTICE
The Annual Meeting of the Shareholders of Maytag Corporation, a Delaware
Corporation, will be held at the Newton Senior High School Center for
Performance, located at East Fourth Street South in Newton, Iowa, on April
26, 1994, at 9:30 a.m., for the purpose of considering and acting upon the
following:
(1) The election of three directors for three-year terms, expiring in
1997.
(2) Selection of Ernst & Young as independent auditors to audit the
financial statements to be included in the Annual Report to
Shareholders for 1994.
(3) If properly presented at the Annual Meeting, a shareholder proposal
concerning the compensation of the Corporation's chief executive
officer.
(4) The transaction of any other matters that properly come before the
meeting or any adjournment.
Shareholders entitled to vote are invited to attend the Annual Meeting.
The Board of Directors has fixed the close of business on March 1, 1994,
as the record date for the determination of shareholders entitled to notice
of and to vote at the Annual Meeting.
Dated: March 22 1994
E. James Bennett
Secretary
PROXY STATEMENT
The Board of Directors solicits your proxy for use at the Annual Meeting
of Maytag Corporation to be held April 26, 1994. Proxy statements and
proxies will be mailed to shareholders on March 22, 1994. A shareholder who
signs and returns a proxy may revoke it or give special voting specifications
at any time before the proxy is exercised by writing the Secretary of the
Corporation at its executive offices at 403 West 4th Street North, Newton,
Iowa 50208, by executing a later-dated proxy or by attending the 1994 Annual
Meeting in person and giving written notice to the Secretary of the
Corporation. The proxy will be voted in accordance with such specifications.
The Corporation had 106,967,294 outstanding shares of common stock as of
the close of business on March 1, 1994, not including 10,183,299 shares of
treasury stock. The Corporation has no other voting securities outstanding.
Shareholders are entitled to one vote per share on each matter. If the
accompanying form of proxy is signed and returned, the shares it represents
will be voted as directed on the proxy form. In the absence of direction, it
is intended that such shares will be voted for each of the nominees named
herein, for the selection of Ernst & Young as independent auditors and
against the shareholder proposal.
A shareholder may, with respect to the election of directors (i) vote for
the election of all three nominees named herein as directors, (ii) withhold
authority to vote for all such director nominees or (iii) vote for the
election of all such director nominees other than any nominee with respect to
whom the shareholder withholds authority to vote by so indicating in the
appropriate space on the proxy. Withholding authority to vote for a director
nominee will not prevent such director nominee from being elected. A
shareholder may, with respect to each other matter specified in the notice of
the meeting (i) vote "FOR" the matter, (ii) vote "AGAINST" the matter or
(iii) "ABSTAIN" from voting on the matter. A vote to abstain from voting on
a matter has the legal effect of a vote against such matter.
A proxy submitted by a shareholder may indicate that all or a portion of
the shares represented by such proxy are not being voted by such shareholder
with respect to a particular matter. This could occur, for example, when a
broker is not permitted to vote stock held in street name on certain matters
in the absence of instructions from the beneficial owner of the stock. The
shares subject to any such proxy which are not being voted with respect to a
particular matter (the "non-voted shares") will be considered shares not
present and entitled to vote on such matter, although such shares may be
considered present and entitled to vote for other purposes and will count for
purposes of determining the presence of a quorum. (Shares voted to abstain as
to a particular matter will not be considered non-voted shares.) Approval of
each matter specified in the notice of the meeting requires the affirmative
vote of a majority, or in the case of the election of directors a plurality,
of the shares of common stock present in person or by proxy at the Annual
Meeting and entitled to vote on such matter. Accordingly, non-voted shares
with respect to such matters will not affect the determination of whether
such matters are approved or the outcome of the election of directors.
(1) DIRECTORS AND NOMINEES FOR ELECTION AS DIRECTORS
Under the authority of the Corporation's Bylaws, the Board is to consist
of twelve directors (expected to become eleven directors immediately
following the Annual Meeting) divided into three groups. The term of each
group expires in different years. The three nominees for election to the
Board of Directors this year to hold office until the 1997 Annual Meeting of
Shareholders and until their successors have been duly elected and qualified
are: Edward C. Cazier, Jr., Lester Crown and Neele E. Stearns, Jr.
Proxies will be voted for each of the nominees unless, for reasons not now
known, any nominee is unable to serve or other directions are given in the
proxy. Should any of the nominees not be able to accept the office of
director when the election occurs, it is intended that such proxies will be
voted for the election of the remaining nominees and for any substitute
nominees recommended by the Board of Directors or the Board of Directors may
elect not to fill the vacancy and to reduce the number of directors.
Mr. Frank W. Considine's distinguished twenty year career on the Maytag
Corporation Board of Directors will conclude with his retirement from the
Board at the conclusion of the 1994 Annual Meeting. His guidance and counsel
will be missed.
The affirmative vote of the holders of a plurality of the shares of common
stock present in person or represented by proxy at the Annual Meeting and
entitled to vote on the election of directors is required to elect the
nominees.
The following sets forth certain information regarding each nominee and
each director whose term continues after the 1994 Annual Meeting based on
information received from each such nominee and continuing director.
NOMINEES FOR A TERM TO EXPIRE IN 1997
Edward C. Cazier, Jr., 69, Counsel to the international law
firm Morgan, Lewis & Bockius, Los Angeles. Director since 1987.
Picture of
Edward C. Mr. Cazier practiced law with Hahn & Cazier in California for
Cazier, over 30 years. In 1987 the Hahn & Cazier firm combined its
Jr. practice with Morgan, Lewis & Bockius. Mr. Cazier serves on no
other corporate boards.
Morgan, Lewis & Bockius provides certain legal services to
the Corporation.
Lester Crown, 68, Chairman of the Board, Material Service
Corporation. Director since 1989.
Picture of
Lester Mr. Crown was elected Chairman of the Board of Material
Crown Service Corporation, a manufacturing company, in 1983, having
served as its President since 1970. He is a director and
Chairman of the Executive Committee of General Dynamics
Corporation and Chairman of the Board of CC Industries, Inc.
Neele E. Stearns, Jr., 58, is President and Chief Executive
Officer of CC Industries, Inc., a diversified holding company.
Director since 1989.
Picture of
Neele E. Mr. Stearns served as Executive Vice President and Chief
Stearns, Operating Officer of Henry Crown and Company, the predecessor
Jr. operation to CC Industries, Inc. from 1979 until his election
to his present position in 1986. He is also a director of
Wallace Computer Services, Inc.
2
DIRECTORS WHOSE TERMS CONTINUE AFTER THE ANNUAL MEETING
Howard L. Clark, Jr., 50, Vice Chairman, Lehman Brothers Inc., an
investment banking and brokerage firm. Director since 1986. Term expires in
1996.
Mr. Clark became Vice Chairman of Lehman Brothers Inc. on February 1,1993.
He was Chairman, President and Chief Executive Officer from 1990 through
January 31, 1993. Prior thereto, Mr. Clark was Executive VicePresident and
Chief Financial Officer of American Express Company having held various
positions with that firm since 1981. From 1968 to that time he was Managing
Director of Blyth Eastman Paine Webber Incorporated or predecessor firms. He
is also a director of Fund American Enterprises Holdings Inc. and Plasti-Line
Inc.
Leonard A. Hadley, 59, Chairman and Chief Executive Officer, Maytag
Corporation. Director since 1985. Term expires in 1996.
Mr. Hadley joined the Corporation in 1959 in the Accounting Department. He
held a number of management positions before he was named Vice President in
1979. He was named President of Maytag Company in 1986, elected an Executive
Vice President of the Corporation in 1989, named Chief Operating Officer in
1990 and President in 1991. He was named Chief Executive Officer in April,
1992 and elected Chairman effective January 1, 1993. He serves on no other
corporate boards.
Harvey Kapnick, 68, Vice Chairman, General Dynamics Corporation. Director
since 1989. Term expires 1996.
Mr. Kapnick has been Vice Chairman of General Dynamics Corporation since
1991. He is also President of Kapnick Investment Co., Inc. From 1984 until
1989 he was Chairman, President and Chief Executive Officer of Chicago
Pacific Corporation. He serves on the board of General Dynamics Corporation
and Commonwealth Edison Company.
Robert D. Ray, 65, President and Chief Executive Officer of IASD Health
Services Corporation. Director since 1984. Term expires in 1996.
Mr. Ray served as Governor of Iowa from 1969 to 1983 when he became
President and Chief Executive Officer of Life Investors, Inc. In 1988 he
became President and Chief Executive Officer of IASD Health Services
Corporation, formerly Blue Cross and Blue Shield of Iowa. Prior to 1969 he
practiced law in Des Moines. He is also a director of IASD Health Services
Corporation, IES Industries, Inc. and Norwest Bank.
The Corporation has purchased insurance services from IASD Health Services
Corporation.
W. Ann Reynolds, 56, Chancellor of The City University of New York.
Director since 1988. Term expires in 1995.
Ms. Reynolds has served as Chancellor of The City University of New York
since 1990. From 1982 to 1990 she served as Chancellor of The California
State University. From 1979 to 1982 she served as Provost and as a professor
at Ohio State University. Prior to that time she held a variety of
administrative, research and teaching positions at the University of Illinois
Medical Center. She is also a director of Abbott Laboratories, Humana, Inc.
and Owens-Corning Fiberglas Corporation.
John A. Sivright, 65, Senior Consultant, Harris Bankcorp, Inc. Director
since 1976. Term expires in 1995.
Mr. Sivright held a number of positions with Harris Bankcorp, Inc. and was
named a Vice President in 1965, an Executive Vice President in 1980, Senior
Relationship Executive in 1991 and to his current position in 1994. He is
also a director of Harris Bank Winnetka N.A.
3
Harris Bankcorp, Inc. is master trustee and one of the managers of the
Corporation's pension funds and provides banking services and certain
investment advice to the Corporation.
Fred G. Steingraber, 55, Chairman and Chief Executive Officer of A. T.
Kearney, Inc., a management consulting firm. Director since 1989. Term
expires in 1995.
Mr. Steingraber held various positions with A. T. Kearney beginning in
1964 and became Chief Executive Officer in 1984. He was elected to his
current position in 1986. Mr. Steingraber is also a director of A. T.
Kearney, Inc., and Southeastern Thrift and Bank Fund. Term expires in 1995.
A. T. Kearney, Inc. provides certain management consulting and executive
search services to the Corporation.
Peter S. Willmott, 56, is Chairman and Chief Executive Officer of Willmott
Services, Inc., a speciality retailing firm. Director since 1985. Term
expires in 1996.
Mr. Willmott served as Senior Vice President of Federal Express
Corporation commencing in 1974 and became President of that company in 1980.
Before assuming his current position in 1989 he was Chairman and Chief
Executive Officer of Carson Pirie Scott & Co. from 1983 to 1989. He also
serves as a director of Browning-Ferris Industries, Federal Express
Corporation, International Multifoods Corporation, Mac Frugal's Bargins &
Close-Outs Inc., Morgan Keegan & Co. Inc., Willmott Services, Inc. and Zenith
Electronics Corporation.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS, DIRECTORS AND MANAGEMENT
The following table shows those persons or groups known to Maytag to be
the beneficial owners of more than five percent (5%) of Maytag common stock
as of February 15, 1994.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
Amount and Nature
Name and Address of Beneficial Ownership Percent of Class
Invesco PLC, (1) 7,189,200 6.72%
11 Devonshire Square
London EC2M 4YR
England
Crown Group c/o (2) 5,605,123 5.24%
Gerald A. Weber
222 North LaSalle Street
Chicago, Illinois 60601
(1) A Form 13G has been filed with the Securities and Exchange Commission
by INVESCO PLC as of February 10, 1994. INVESCO PLC possessed shared voting
and investment powers on the shares listed in the table. INVESCO PLC is the
parent of the following companies which shared voting and investment powers
on the numbers of shares listed after each company's name: INVESCO North
America Group, Ltd., 6,568,500 shares; INVESCO, Inc., 6,568,500 shares;
INVESCO North America Holdings, Inc., 6,568,500 shares; INVESCO Capital
Management, Inc., 6,566,900.
4
(2) Although no person or entity in the group owned beneficially more
than 5% of the common stock outstanding, a number of persons acting together,
including Lester Crown, members of his family, relatives, certain family
partnerships, trusts associated with the Crown family, and other entities,
are the beneficial owners of an aggregate of 5,605,123 shares of Maytag
common stock, constituting 5.24% of the common stock. A Schedule 13D
relating to the ownership of shares of common stock by these persons and
entities has been filed with the Securities and Exchange Commission by Gerald
A. Weber, as attorney and agent. These persons and entities, including
Lester Crown, disclaim that they are a group for purposes of Section 13(d) of
the Securities Exchange Act of 1934 or otherwise, and disclaim that any one
of them is the beneficial owner of shares owned by any other person or entity
filing the Schedule 13D.
The following table shows for each director and nominee, for each
executive officer named in the Summary Compensation Table on Page 7 and for
all directors and executive officers as a group, the number of shares of
Maytag common stock beneficially owned as of February 15, 1994.
SECURITY OWNERSHIP OF DIRECTORS AND MANAGEMENT
Amount and Nature of
Name Beneficial Ownership Percent of Class
Edward C. Cazier, Jr. 10,900 (b) *
Howard L. Clark, Jr. 10,836 (b) *
Frank W. Considine 9,800 (b) *
Lester Crown 4,765,627 (a)(b)(d) 4.45%
Joseph F. Fogliano 27,977 (c) *
Edward H. Graham 22,430 (b)(c) *
Leonard A. Hadley 122,721 (a)(b)(c) *
Harvey Kapnick 34,000 (a)(b) *
Robert D. Ray 14,600 (a)(b) *
W. Ann Reynolds 11,300 (b) *
Jerry A. Schiller 63,999 (a)(b)(c) *
John A. Sivright 22,526 (a)(b) *
Neele E. Stearns, Jr. 13,090 (b) *
Fred G. Steingraber 14,000 (b) *
Peter S. Willmott 34,000 (b) *
Carleton F. Zacheis 27,721 (a)(b)(c) *
All directors and executive officers
as a group consisting of 27 persons
including the above named. 5,346,751 (a)(b)(c)(d)(e) 5.0%
* Less than one percent.
5
(a) Includes shares owned by associates or certain family members in
which the director disclaims any beneficial interest.
(b) Included in the totals are shares which the following directors,
executive officers named in the Summary Compensation Table on Page 7 and all
directors and executive officers as a group have the right to acquire under
unexercised stock options: Joseph F. Fogliano 0 shares; Edward H. Graham
5,940 shares; Leonard A. Hadley 16,680 shares; Jerry A. Schiller 14,620
shares; Carleton F. Zacheis 7,720 shares; W. Ann Reynolds and Messrs. Cazier,
Clark, Considine, Crown, Kapnick, Ray, Sivright, Stearns, Steingraber and
Willmott each have options to acquire 9,000 shares and all directors and
executive officers as a group have options to acquire 186,895 shares.
(c) Included in the individual totals are shares granted under stock
awards in 1993 and 1994, pursuant to the Corporation's Stock Incentive Award
Plans For Key Executives and as to which the following executive officers or
directors and all executive officers as a group have sole voting power:
Joseph F. Fogliano 27,977; Edward H. Graham 11,867; Leonard A. Hadley 55,533;
Jerry A. Schiller 0; Carleton F. Zacheis 11,626; and all executive officers
and directors as a group 193,468. Such shares are subject to forfeiture
under the terms of the awards.
(d) The number of shares shown as beneficially owned by Mr. Crown
includes shares held by the following concerns of which he is a partner:
Arelijay Company 956,325 and The Crown Fund 1,618,769; Henry Crown and
Company (Not Incorporated), of which a trust of which he is a trustee is a
partner owns 48,775. In addition, 1,001,237 shares are owned by various
trusts of which he is a trustee; 55,491 shares are owned by various trusts of
which he is a grantor and a beneficiary; 65,657 shares are owned by the Arie
and Ida Crown Memorial of which he is a director, and 265,062 shares into
which $4,050,000 principal amount of debentures owned by the Arie and Ida
Crown Memorial may be converted. The number of shares shown does not include
shares owned by various trusts of which Mr. Crown's children are
beneficiaries. Mr. Crown disclaims beneficial ownership of the shares listed
in this footnote, except to the extent of his beneficial ownership therein.
COMMITTEES AND ATTENDANCE
The Board of Directors has an Audit Committee, a Compensation Committee
and a Nominating Committee.
The Audit Committee, which met five times in 1993, consists of Frank W.
Considine, John A. Sivright, Neele E. Stearns, Jr. and Fred G. Steingraber.
It is charged with the review of the Corporation's financial statements with
the Corporation's independent auditors and review of the relationship between
the Corporation and its external and internal auditors.
The Compensation Committee's duties are to review and approve compensation
plans and policies of the Corporation, recommend to the Board the salaries of
all officers of the Corporation, declare bonus and incentive plan allocations
for management employees of the Corporation, award stock options and provide
stock grants to key executives. The Committee consists of Howard L. Clark,
Jr., Harvey Kapnick, Neele E. Stearns, Jr., and W. Ann Reynolds. The
Committee met seven times in 1993.
The Nominating Committee, which met three times in 1993, nominates persons
to serve on the Board of Directors and recommends compensation levels and
other remunerative programs for directors. It consists of Lester Crown,
Robert D. Ray, John A. Sivright and W. Ann Reynolds.
During 1993 the Board of Directors held five meetings either in person or
by telephone.
Each Director has attended at least 75% of Board meetings and meetings of
the committees of which such director is a member.
6
(2) RELATIONSHIP WITH INDEPENDENT AUDITORS
A further purpose of the meeting is to select independent auditors to
audit the financial statements to be included in the Annual Report to
Shareholders for 1994. The persons named in the enclosed form of proxy have
advised the Board of Directors that it is their intention, unless otherwise
instructed by the shareholders, to vote for the selection of Ernst & Young as
such independent auditors. Ernst & Young has audited the financial
statements of the Corporation since 1925 and is expected to have a
representative present at the meeting to make a statement if such
representative desires to do so and to be available to respond to appropriate
questions.
EXECUTIVE COMPENSATION
The following table shows the compensation of the chief executive officer
of the Corporation and the other four most highly compensated executive
officers of the Corporation for services rendered during 1993 (the "named
executive officers").
SUMMARY COMPENSATION TABLE
Annual Compensation Long Term Compensation
_______Awards_______ Payouts
Other Restricted Securities
Name and Annual Stock Underlying LTIP All Other
Principal Compen- Award(s) Options/ Payouts Compensa-
Position Year Salary Bonus sation (A) SAR's(#) (B) tion (C)
Leonard A. Hadley (D) 1993 $527,675 $350,000 $0 $306,914 25,000 $ 0 $ 6,811
Director, 1992 455,000 200,000 0 0 0 0 6,164
Chairman & CEO 1991 324,000 135,000 0 0 12,880 306,566 6,038
Joseph F. Fogliano (D) 1993 $170,985 $ 86,623 $0 $144,427 11,700 $ 0 $ 54,641
Exec. V.P. & President 1992 - - - - - - -
North American 1991 - - - - - - -
Appliance Group
Jerry A. Schiller (D) 1993 $312,875 $161,157 $0 $156,849 9,980 $ 0 $ 54,414
Director,Exec. 1992 305,000 136,050 0 0 0 0 7,172
V.P. & CFO 1991 275,100 130,000 0 0 10,920 284,412 6,038
Edward H. Graham (D) 1993 $166,667 $ 73,901 $0 $ 64,020 5,380 $ 0 $ 6,404
V.P., General 1992 150,000 68,940 0 0 0 0 5,550
Counsel and 1991 112,500 57,880 0 0 4,640 57,631 4,006 Ass't.
Secretary
Carleton F. Zacheis (D) 1993 $158,750 $ 77,808 $0 $ 64,020 5,060 $ 0 $ 6,717
Sr. V.P. Planning & 1992 150,853 59,904 0 0 0 0 5,562
Business Development 1991 129,100 58,348 0 0 5,120 91,576 5,028
7
(A) The amount listed in the Table for each of the named executive
officers represents the value at December 31, 1993 of 31.2% of the combined
shares and units granted under a Long-Term Incentive Plan grant listed in the
Long-Term Incentive table on Page 10. This payout percentage was established
as a minimum payout due to the impact upon the grant of the expense
associated with promotional programs in the United Kingdom. The amounts
listed in the Summary Compensation Table are included in the respective
amounts indicated below for each of the named executive officers. At December
31, 1993, the number of shares of restricted stock, the number of restricted
units and the respective values thereof held by the above-named executive
officers were as follows: Leonard A. Hadley, 37,861 shares valued at
$688,597 and 16,226 units valued at $295,110; Joseph F. Fogliano, 17,817
shares valued at $324,047 and 7,636 units valued at $138,880; Jerry A.
Schiller, 18,540 shares valued at $337,196 and 7,946 units valued at
$144,518; Edward H. Graham, 7,898 shares valued at $143,645 and 3,385 units
valued at $61,565; and Carleton F. Zacheis, 7,898 shares valued at $143,645
and 3,385 units valued at $61,565. The 1991 performance-based awards of
restricted stock and restricted units were cancelled as of January 1, 1994
and are excluded from the above information. Dividends are paid on
restricted stock at the same rate and at the same times as on the common
stock. Dividend equivalents on restricted units are accrued and accumulate
at the same rate and at the same times as dividends on the common stock.
Dividend equivalents on restricted units are treated as reinvested dividends
applicable to the restricted units which units are paid out if and when the
performance goals (described in the Long-Term Incentive Plan Awards Table on
Page 10) are satisfied.
(B) Amounts in this column reflect the dollar value of the payout in 1991
of Performance-Based Restricted Stock awards consisting of Restricted Stock
and Restricted Units granted in 1989, based on performance for the years
1989, 1990, and 1991. The 1991 Performance-Based Restricted Stock awards
based on performance for the years 1991, 1992, and 1993 resulted in zero
payout to the named executive officers because the performance objectives
were not met.
(C) The amounts reported in this column for 1993 include the dollar value
of premiums paid for life insurance for the benefit of the named executive
officer and the dollar value of corporate contributions to the account of the
named executive officer pursuant to the terms of the Salary Savings (401(k))
Plan. The contributions for each named executive officer are as follows:
Leonard A. Hadley, life insurance $2,314, 401(k) $4,497; Joseph F. Fogliano,
life insurance $959, 401(k) $0, signing bonus in lieu of other benefits with
prior company $53,682; Jerry A. Schiller, life insurance $2,967, 401(k)
$4,497, earned but unused vested vacation $46,950; Edward H. Graham, life
insurance $2,237, 401(k) $4,167; and Carleton F. Zacheis, life insurance
$2,748, 401(k) $3,969.
(D) The following persons named above held the following positions for the
years shown below:
Leonard A. Hadley
1991 Executive Vice President and Chief Operating Officer, promoted to
President and Chief Operating Officer on February 7, 1991.
1992 Promoted to President and Chief Executive Officer on May 1, 1992.
1993 Promoted to Chairman and Chief Executive Officer on January 1, 1993.
Joseph F. Fogliano
1993 Joined the Corporation as Executive Vice President and President,
North American Appliance Group on July 15, 1993.
Jerry A. Schiller
1993 Executive Vice President and Chief Financial Officer to acting Chief
Financial Officer on November 1, 1993.
Edward H. Graham
Edward H. Graham
1992 General Counsel and Assistant Secretary, promoted to Vice President,
General Counsel and Assistant Secretary on March 19, 1992.
8
Carleton F. Zacheis
1992 Vice President Planning and Business Development, promoted to Sr. Vice
President Planning and Business Development on May 15, 1992.
The following table sets forth for the named executive officers, certain
information regarding stock options granted on November 12, 1993.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
POTENTIAL REALIZABLE
VALUE AT ASSUMED
INDIVIDUAL GRANTS ANNUAL RATES OF
STOCK PRICE APPRECIATION
FOR OPTION TERM (4)
(a) (b) (c) (d) (e) (f) (g)
Number of % of Total
Securities Options/SAR's Exercise or
Underlying Granted to Base Price
Options/SAR's Employees in ($/Share) Expiration
Name Granted(#)(1) Fiscal Year(2) (3) Date 5%($) 10%($)
Leonard A. Hadley 25,000 4.3% $16.00 11/11/2003 $251,500 $637,500
Joseph F. Fogliano 11,700 2.0% $16.00 11/11/2003 $117,702 $298,350
Jerry A. Schiller 9,980 1.7% $16.00 11/11/2003 $100,399 $254,490
Edward H. Graham 5,380 .9% $16.00 11/11/2003 $ 54,123 $137,190
Carleton F. Zacheis 5,060 .9% $16.00 11/11/2003 $ 50,904 $129,030
(1) All options reported in the table become exercisable in full beginning
on November 12, 1994, except that such options will become fully
exercisable in the event of a Change of Control (as defined in the
Corporation's 1992 Stock Option Plan).
(2) Total options granted to employees in 1993 = 582,450.
(3) Fair Market Value of underlying shares on the date of grant.
(4) The dollar amounts under these columns are the result of hypothetical
potential gains from calculations assuming annual growth rates of 5% and
10% in the value of the Corporation's future stock price over the ten
year term of the options. These assumed rates of growth are required by
the Securities and Exchange Commission for illustration purposes only
and are not intended to forecast possible future stock prices.
The following table sets forth for the named executive officers certain
information concerning the unexercised options to purchase common stock held
by such officers. No options or SAR's were exercised by the named executive
officers during 1993.
9
YEAR END OPTION/SAR VALUES
Number of Securities Underlying Unexercised Value of Unexercised
Options/SAR's In-the-Money Options
December 31, 1993 December 31, 1993
Name (A) (B)
Exercisable Unexercisable Exercisable Unexercisable
Leonard A. Hadley 16,680 25,000 $44,275 $54,688
Joseph F. Fogliano 0 11,700 0 25,594
Jerry A. Schiller 14,620 9,980 37,538 21,831
Edward H. Graham 5,940 5,380 15,994 11,769
Carleton F. Zacheis 7,720 5,060 25,347 11,069
(A) All options and SAR's are exercisable except those granted on November
12, 1993.
(B) The value is calculated based on the aggregate amount of the excess of
$18.1875 (the average of the high and low price of common stock as reported
in the New York Stock Exchange Composite Transactions Report for December 31,
1993) over the relevant exercise price(s).
The following table sets forth for the named executive officers, certain
information regarding a long-term incentive plan grant that was made on
January 1, 1993.
LONG-TERM INCENTIVE PLANS - AWARDS IN LAST FISCAL YEAR
Estimated Future Payouts
Under Non-Stock Price-Based Plans(B)
(a) (b) (c) (d) (e) (f)
Number of Shares, Performance or Other
Units or Other Rights Period Until
Name (#)(A) Maturation or Payout Threshold(#) Target(#) Maximum (#)
Leonard A. Hadley 54,087 3 Years 13,522 54,087 64,904
Joseph F. Fogliano 25,453 3 Years 6,363 25,453 30,544
Jerry A. Schiller 26,486 3 Years 6,622 26,486 31,783
Edward H. Graham 11,283 3 Years 2,821 11,283 13,540
Carleton F. Zacheis 11,283 3 Years 2,821 11,283 13,540
(A) All awards identified in this table are made pursuant to the
Corporation's 1991 Stock Incentive Award Plan which is a performance-based
restricted stock and restricted unit plan. Target awards are comprised of
70% restricted stock and 30% restricted units. Dividends are paid on restricted
stock at the same rate and at the same times as on the common stock and
dividend equivalents on restricted units are accrued and accumulate at the same
rate and at the same times as dividends on the common stock. Dividend
equivalents are treated as reinvested dividends applicable to the restricted
units, which units are paid if and when performance goals are satisified.
10
Target awards are based upon a percentage of base salary and vary depending
upon the individual's position and responsibilities.
(B) Estimated future payouts are predicated upon the achievement of
corporate return on sales and return on assets objectives over the period
from January 1, 1993 to December 31, 1995. The achievement of approximately
25% of the objectives will result in payment of the threshold amount. A
minimum award of 31.2% of the amount listed in column (b) above for
recipients of the 1993 grant was established due to the impact upon the Plan
of the expense associated with promotional programs in the United Kingdom.
Accordingly, the named executive officers will receive the following minimum
awards under the grant: Leonard A. Hadley, 16,875 shares and units; Joseph
F. Fogliano, 7,941 shares and units; Jerry A. Schiller, 8,264 shares and
units; Edward H. Graham, 3,520 shares and units; and Carleton F. Zacheis,
3,520 shares and units. The dollar value of the combined shares and units
shown above is included as a Restricted Stock Award in the Summary
Compensation Table on Page 7. Achievement of 50% or 80% of the objectives
will result in payment of interim amounts, achievement of 100% of the
objectives will result in payment of the target amount, and achieving or
exceeding approximately 120% of the objectives will result in payment of the
maximum amount.
RETIREMENT INCOME
The table below sets forth the estimated annual pension benefits payable
effective December 31, 1993, assuming retirement at age 65 after selected
periods of continuous service, under the Corporation's retirement plan which
applies to virtually all exempt salaried employees. The Corporation's
retirement plan for salaried employees provides for fixed retirement benefits
based on years of service and compensation received. All compensation shown
in the Salary and Bonus columns of the Summary Compensation Table is included
as compensation under the pension plan.
RETIREMENT INCOME TABLE
Average Annual Earnings for
Highest 5 Consecutive Years Estimated Annual Retirement Benefits
of Final 10 Years of Service Years of Credited Service at Retirement
15 20 30 35*
$ 200,000 $ 44,619 $ 59,492 $ 89,238 $104,111
300,000 67,869 90,492 135,738 158,361
400,000 91,119 121,492 182,238 212,611
500,000 114,369 152,492 228,738 266,861
600,000 137,619 183,492 275,238 321,111
700,000 160,869 214,492 321,738 375,361
800,000 184,119 245,492 368,238 429,611
900,000 207,369 276,492 414,738 483,861
1,000,000 230,619 307,492 461,238 538,111
1,100,000 253,869 338,492 507,738 592,361
The above amounts have been computed on the basis of a straight-life
annuity and are not subject to any deduction for Social Security or other
offset amounts.
11
Benefits under the plan are limited to the extent required by provisions
of the Internal Revenue Code and the Employee Retirement Income Security Act
of 1974. If payment of actual retirement benefits is limited by such
provisions, an amount equal to any reduction in retirement benefits will be
paid as a supplemental benefit under the Supplemental Employee Retirement
Plan under which such amounts are payable to all qualifying employees
including the officers of the Corporation.
*Maximum number of years of service for which the pension benefit accrues.
However, employees who were participants in the Maytag Company Salaried
Employees' Retirement Plan on December 31, 1990, and who retire or terminate
employment on or before January 1, 2005 have been grandfathered and are
eligible for additional credited service. For these employees, the maximum
amount of credited service that may be taken into account in calculating a
portion of the benefit under the current plan shall be forty (40) years until
January 1, 2001, at which time such maximum shall decrease by one (1) year
until it is reduced to thirty-five (35) years by the year 2005, provided,
however, that the declining maximum shall not be applied to reduce any
Participant's years of credited service below the number of years of credited
service earned by such Participant as of the date on which the maximum first
applies.
All employees shown below, with the exception of Joseph F. Fogliano, were
on the Maytag Company Salaried Employees' Retirement Plan on December 31,
1990. To calculate the effect of the above grandfathering provision, add to
the benefit shown for an employee with 35 years of service an amount equal to
one per cent (1%) multiplied by the number of years of service in excess of
35 multiplied by the average annual earnings shown in the first column of the
table above.
The years of credited service for the named executive officers as of
December 31, 1993 are: Leonard A. Hadley 34.5; Joseph F. Fogliano 1.0; Jerry
A. Schiller 32; Edward H. Graham 7.7; and Carleton F. Zacheis 35.4.
EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT CHANGE-OF-CONTROL
ARRANGEMENTS
The Corporation has entered into agreements with each of the named
executive officers which would become operable only in the event of a
change-of-control of the Corporation. Agreements provide that if the
officer's employment terminates for any reason within three years after a
change-of-control, the officer will be entitled to payments equal to three
times total compensation (salary and maximum bonus) at the rate in effect
immediately prior to the change-of-control, maximum payout on any outstanding
restricted stock awards, and to continued participation in certain of the
Corporation's benefit programs for the same three-year period.
In addition, an agreement was made in 1993 with Jerry A. Schiller. After
thirty-two years with the Corporation, Mr. Jerry A. Schiller, Director,
Executive Vice President and Chief Financial Officer, anticipating
retirement, resigned those positions effective October 31, 1993. He
continued with the Corporation as acting CFO until December 31, 1993 and
remains as a salaried consultant until he retires on June 1, 1995. In the
consultant position, Mr. Schiller will be paid at an annual salary of
$334,500. He will also receive a cash payment prorated through June 30, 1994
in lieu of his participation in the 1994 Annual Management Incentive Plan.
He will receive a prorated equivalent cash award if payouts are achieved
under the 1993 and 1994 Stock Incentive Award Plan grants. The grant shown
for Mr. Schiller in the Long-Term Incentive Plans Table on Page 10 was
cancelled pursuant to the above provision on February 15, 1994. Mr. Schiller
will receive a pension commencing June 1, 1995 that will be unreduced for age
and calculated using the average of the three highest years of earnings from
the years 1991, 1992, 1993 and 1994.
12
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
COMPENSATION PHILOSOPHY AND PRINCIPLES
The compensation philosophy of the Corporation is to provide total
compensation that is competitive with other industrial organizations and
consider both the performance of the Corporation and the individual. The
Corporation believes compensation based on this philosophy will attract and
retain personnel whose primary goal is to achieve continuous and long-term
superior performance. The total compensation for executives may include
annual base salary, annual incentive compensation, long-term incentive
compensation and fringe benefits. The Corporation has long maintained that
total compensation of its executive officers, including the named executive
officers should be linked to both individual performance and operating
performance of the Corporation. This linkage is achieved in the following
manner:
Annual Base Salary
A salary range for each position is established using average base pay of
executives employed at industrial manufacturing organizations selected by
professional compensation consultants as a guide. The performance of the
organizations in the industrial database is not known by the Corporation and
therefore not considered when establishing salary ranges. The companies
included in the industrial database comprise many of the companies included
in the S&P Furnishings and Appliance Stock Index used in the Performance
Graph on Page 15, as well as other companies. The Committee relies on a
broad array of companies in various industries for comparative analysis of
executive compensation because the Committee believes that the Corporation's
competitors for executive talent are more varied than the companies included
in the S&P Furnishings and Appliance Stock Index chosen for comparing
stockholder return in the Performance Graph. Executive pay within the salary
range is determined based upon individual qualifications, experience and
performance against specific goals and responsibilities. The salary ranges
for the executive officers are set at approximately the median of the
industrial organizations.
Annual Incentive
Annual incentive compensation is paid to eligible individuals in cash
based upon a percentage of base salary and varies depending upon the
individual's position, responsibility and performance. Executives are
eligible for annual cash incentive awards based upon entity operating income
performance against plan, entity operating income compared to prior year,
entity performance against key strategic objectives and personal performance.
Performance is reviewed and rated annually against these factors. This
rating is used to establish eligibility for and the level of an annual cash
incentive payment. However, the Compensation Committee may adjust these
formula based awards if, in its judgment, adjustment is warranted. The
Corporation does not anticipate any financial impact due to the deduction
limitation of Internal Revenue Code Section 162(m) for the Annual Incentive
Plan in 1994.
Long-Term Incentive
Long-term incentive compensation opportunities are available to executives
in positions with significant responsibilities, accountabilities and impact
on long-term performance. Long-term incentive compensation is made available
in the form of Performance-Based Restricted Stock awards (which are comprised
of 70% restricted stock and 30% restricted units) and stock options.
Performance-Based Restricted Stock awards are subject to vesting provisions
and dependent upon the Corporation achieving pre-determined levels of return
on sales and return on assets. The achievement of these performance goals
should impact favorably on shareholder value. The level of award is based
upon a percentage of base salary and varies depending upon the individual's
position and responsibilities. Eligibility for participation in the
13
long-term incentive program and vesting provisions is approve Compensation
Committee of the Board of Directors. The overall number of shares available for
the grant of Performance-Based Restricted Stock awards and options has been
approved by the Corporation's shareholders and the amount of awards to
individuals is approved by the Compensation Committee of the Board of Directors.
In the Committee's opinion, the current grants of awards under the Performance-
Based Restricted Stock Plan and the Stock Option Plan are exempt from the
deduction limitations of Internal Revenue Code Section 162(m).
PERFORMANCE OF THE CORPORATION AND CEO COMPENSATION
As indicated in the above discussion, the total compensation of the
Corporation's executives, including the CEO, consists of base salary, annual
cash incentive compensation, long-term incentive compensation, and fringe
benefits. These plans consider individual performance, Corporation
performance, and comparison to salary data for industrial organizations for
comparable positions.
Mr. Leonard A. Hadley became Chairman and CEO on January 1, 1993. During
the first quarter of 1993, the Corporation took a one-time after-tax charge
of $30 million to cover anticipated additional costs associated with
promotional programs in the United Kingdom. Therefore, this charge impacted
performance objectives of its executive compensation plan, and, as a result,
the compensation earned by Mr. Hadley and the other named executive officers
was negatively impacted.
A study of CEO compensation in comparable businesses was conducted in
1993. Although Mr. Hadley's 1993 salary rate of $536,900 is below the
average base salary paid in the study, it is comparable with his peers who
are new in their positions. His 1993 annual incentive compensation of
$350,000 is approximately 83% of his 1993 bonus opportunity and is reflective
of the Corporation's performance in meeting its planned objectives. In terms
of long-range incentive, 1993 represented the third year of a three-year
Performance-Based Restricted Stock award that was granted in 1991. The
Corporation failed to meet its average return on sales and return on asset
goals for the years 1991, 1992 and 1993 and therefore, the performance
criteria for payout were not met. All Performance-Based Restricted Stock
awards granted in 1991 to Mr. Hadley and the named executive officers were
forfeited. In 1993, a grant based on percentages of Mr. Hadley's and the
other named executive officers' base salaries was made under the
Performance-Based Restricted Stock Plan. Payouts under the grant are based
on the Corporation meeting return on sales and return on assets objectives
for the three-year period January 1, 1993 through December 31, 1995 as
reflected in the Long-Term Incentive Plan Awards Table. As a component of
long-term incentive compensation, stock option grants were made to Mr.
Hadley and the other named executive officers under the terms of the
Corporation's 1992 Stock Option Plan. This grant is reflected in the stock
option tables on Pages 9 and 10.
The foregoing report is furnished by the following members of the
Compensation Committee:
Howard L. Clark, Jr. Harvey Kapnick W. Ann Reynolds
John A. Sivright Neele E. Stearns, Jr. Fred G. Steingraber
Persons who served as members of the Compensation Committee during all of
1993 were Neele E. Stearns, Jr. and W. Ann Reynolds. John A. Sivright and
Fred G. Steingraber served as members of the Committee from January 1, 1993
until the 1993 Annual Meeting, April 27 when they were replaced on the
Committee by Howard L. Clark, Jr. and Harvey Kapnick who served from April 27
through year-end 1993.
SHAREHOLDER RETURN PERFORMANCE
The following graph compares the Corporation's cumulative total shareholder
return on its common stock from December 31, 1988 to December 31, 1993 with
the S&P 500 Stock Index and the S&P Furnishings and Appliance Stock Index
(both of which include the Corporation).
14
Cumulative Total Return
Based on reinvestment of $100 beginning December 31, 1988
Dec-88 Dec-89 Dec-90 Dec-91 Dec-92 Dec-93
Maytag Corporation $100 $105 $ 61 $ 91 $ 91 $114
S&P 500 $100 $132 $128 $166 $179 $197
S&P Household Furnishings
& Appliance Index $100 $166 $ 78 $115 $129 $186
COMPENSATION OF DIRECTORS
Only directors who are not officers or employees of the Corporation are
entitled to compensation as directors and such directors are paid a retainer
of $22,000 per annum, $1,000 for each meeting of the Board attended, $1,000
for attendance at each called committee meeting and reimbursement for actual
expenses. Telephone meetings are compensated at $750 per meeting.
Non-employee committee chairmen receive an additional $2,000 per annum.
All directors who are not employees of the Corporation or one of its
subsidiaries are participants in the Maytag Corporation Directors Pension
Plan (the "Directors Pension Plan"), an unfunded, noncontributory pension
plan. Under the Directors Pension Plan, each participant who ceases to be a
director of the Corporation after completion of at least 5 years of service
will receive a pension, beginning at the later of the director's attaining
age 70 or ceasing tenure as a director. Such pension will be an annual
amount, payable in monthly installments equal to the director's annual
retainer (excluding any fees for attendance of meetings of the Board or any
committee thereof, services as a committee chairman and expense
reimbursements) for the twelve-month period prior to the commencement of such
pension.
All directors who are not employees of the Corporation or one of its
subsidiaries are eligible to participate in the Maytag Directors Deferred
Compensation Plan, which provides that Directors may elect to defer all or a
portion of compensation paid for services as a director until their
retirement or termination from the Board. Deferred amounts are paid interest
at the prime rate until retirement or termination. Benefits are payable from
the general assets of the Corporation. In the event of a change of control
of the Corporation all amounts deferred plus accumulations are immediately
payable in full.
15
Pursuant to the Corporation's Non-Employee Directors Stock Option Plan,
each non-employee director of the Corporation was awarded an option to
purchase 1,000 shares of the Corporation's common stock on May 11, 1989 and
options to purchase 2,000 shares on April 25, 1990, May 1, 1991, April 29,
1992 and April 28, 1993. On the day following each subsequent annual meeting
of the Corporation's shareholders through 1999 (unless all shares available
under such Plan become subject to options prior to such time) each
non-employee member of the Corporation's Board of Directors will be granted
an option to purchase 2,000 shares of the Corporation's common stock. The
option price under all such options is and will be equal to the fair market
value of the common stock on the date of grant. The term of such options is
five years from the date of grant. Each option is exercisable immediately
upon grant. The aggregate number of shares of common stock that may be
granted pursuant to the Non-Employee Directors Stock Option Plan may not
exceed 250,000, subject to adjustments to reflect any future stock dividends,
stock splits or other relevant capitalization changes. Such Plan may not be
amended or discontinued without shareholder approval.
(3) SHAREHOLDER PROPOSAL CONCERNING CHIEF EXECUTIVE OFFICER COMPENSATION
The Corporation has been notified that a shareholder will introduce the
following resolution from the floor at the Annual Meeting:
"Resolved, that the stockholders of Maytag Corporation recommend that the
board of directors adopt the following policy: As relates to future
contracts, the Chief Executive Officer's total compensation will be
determined as follows: The C.E.O.'s beginning total compensation will be 25
times more than the average Maytag employee's 1993 annual wages or salary.
The C.E.O.'s total compensation will go up or down in direct proportions to
the company's performance. To be determined as follows: One half of the
compensation shall go up or down gauged against the ten year average earnings
per common share (adjusted for stock splits) from 1983 to 1992. The
remaining one half shall go up or down gauged against the ten year average
dividends per common share (adjusted for stock splits) from 1983 to 1992."
PROPONENTS STATEMENT OF SUPPORT
"The purpose of this proposal is to pay the Chief Executive Officer based
entirely on the company's performance. To do this you must pay gauged
against past performance. If the C.E.O. performs better the C.E.O. will be
paid more, if the C.E.O. performs worse, the C.E.O. will be paid less. You
also need a starting point, a base rate of 25 times more than the average
employee's compensation.
For example, if the average Maytag Corporation employee earned $32,000.00
in 1993, the C.E.O. would have a beginning total compensation of 25 times
more or $800,000.00. Maytag Corporation's ten year average earnings per
share is $1.15. If Maytag Corporation's earnings per share in 1994 rose 20%
to $1.38, one half of the C.E.O.'s compensation would go up 20% from
$400,000.00 to $480,000.00. On the other hand if Maytag Corporation's
earnings per share in 1994 fell 20% to $.92, one half of the C.E.O.'s
compensation would fall 20% to $320,000.00. The other half of the C.E.O.'s
compensation, $400,000.00 would rise, fall or stay the same gauged against
Maytag Corporation's ten year average dividend per share of $ .79. The
following year the process would repeat itself."
BOARD OF DIRECTORS' STATEMENT AGAINST THE SHAREHOLDER PROPOSAL
The Board of Directors believes that the proposal on Chief Executive Officer
compensation is not in the best interests of the Corporation and the
shareholders and recommends a vote against this proposal.
16
The compensation philosophy of the Corporation and specific compensation
related programs to fulfill the philosophy are clearly set forth in the
Compensation Committee Report on Executive Compensation found on Pages 13 and
14 of this Proxy Statement.
Implementation of this proposal would tie compensation of the Chief
Executive Officer to a narrow and arbitrary formula which would have little
relationship to actual performance, prohibit the Board from adopting
compensation policies and programs designed to provide appropriate
performance incentives and eliminate Board discretion and judgment in
compensating the Chief Executive Officer. The opportunity for the Board to
adopt compensation programs which will reflect competitive practices and
properly compensate the CEO based on performance of the Corporation and his
or her individual performance is critical in the effort to recruit and retain
highly qualified persons in this crucial position.
The affirmative vote of a majority of the shares present or represented at
the meeting and entitled to vote on this matter is required to approve this
proposal. The Board of Directors recommends a vote AGAINST this proposal.
SHAREHOLDER PROPOSALS AND NOMINATIONS FOR 1995 ANNUAL MEETING
Proposals of shareholders intended for presentation at the 1995 Annual
Meeting must be received by the Secretary of the Corporation on or before
November 22, 1994, to be considered for inclusion in the 1995 Proxy Statement
and Proxy.
The Nominating Committee will consider nominees recommended by
shareholders as candidates for election to the Board of Directors at the
Annual Meeting of Shareholders. A shareholder wishing to nominate a
candidate for election to the Board is required to give written notice to the
Secretary of the Corporation of his or her intention to make such a
nomination. The notice of nomination must be received by the Corporation not
less than sixty days nor more than ninety days prior to the shareholders
meeting, or if less than seventy days notice or prior public disclosure of
the meeting date is given or made, the notice of nomination must be received
within ten days after the meeting date is announced. The notice of
nomination is required to contain certain information about both the nominee
and the shareholder making the nomination. The Corporation may require that
the proposed nominee furnish other information to determine that person's
eligibility to serve as a director. A nomination which does not comply with
the above procedure will be disregarded.
OTHER MATTERS
The Corporation will bear the cost of the proxy solicitation. In addition
to solicitation by mail, the Corporation will request banks, brokers and
other custodian nominees and fiduciaries to supply proxy material to the
beneficial owners of the Corporation's common stock of whom they have
knowledge, and will reimburse them for their expenses in so doing; and
certain directors, officers and employees of the Corporation, not employed
for the purpose, may solicit proxies, without additional remuneration
therefore, by personal interview, mail, telephone or telegraph. The
Corporation has retained Georgeson & Company Inc. to aid in the solicitation
of proxies for a fee of $12,500, plus out-of-pocket expenses.
Neither the Corporation nor the members of its Board of Directors intend to
bring any other matters before the meeting, and they have no present
knowledge that any other matters will or may be brought before the meeting by
others. However, if any matters properly come before the meeting it is the
intention of the persons named in the accompanying form of proxy to vote the
proxy in accordance with their judgment.
17
PROXY CARD
MAYTAG CORPORATION
Proxy for Annual Meeting, April 26, 1994, Solicited by the Board of
Directors
Leonard A. Hadley, John P. Cunningham, Jr. and E. James Bennett, and each
of them (with full power to act without the other and with power of
substitution), are hereby appointed attorneys and proxies of the
undersigned to attend the Annual Stockholders Meeting on April 26, 1994,
and any adjournment thereof, and to vote and act for the undersigned on
reverse side:
This proxy revokes all previous proxies. Unless specified to the contrary
it will be voted FOR items (1) and (2) and AGAINST item (3).
CONTINUED AND TO BE SIGNED ON REVERSE SIDE
See Reverse Side
X Please mark
votes as in
this example.
The Board of Directors recommends a vote "FOR" items (1) and (2).
1. Election of Directors
Nominees: Edward C. Cazier, Jr., Lester Crown, and Neele E. Stearns, Jr.
FOR or WITHHELD Mark here
for address change
_____ _____________________________ and note below
for all nominees except as noted on the
line above
__________________________________________________________________
2. FOR AGAINST or ABSTAIN
The selection of Ernst & Young as independent public auditors to
examine the financial statements to be included in the Annual
Report to Stockholders for 1994.
----------------------------------------------------------------------
The Board of Directors recommends a vote AGAINST item (3).
3. FOR AGAINST or ABSTAIN
The proposal of a Stockholder concerning Chief Executive Officer
Compensation.
___________________________________________________________________________
In their discretion, the proxies are authorized to vote upon any
other matters which may properly come before the meeting or any
adjournment.
Dated_____________________, 1994 Dated________________________, 1994
_________________________________ ___________________________________
(Signature of Stockholder) (Signature of Stockholder)
Please date, sign exactly as name appears above, and return in the enclosed
envelope. Executors, administrators, trustees, guardians or attorneys
should indicate the capacity in which they sign. Corporate owners should
sign in their corporate names and affix their seals.
March 22, 1994
To: Plan Participant Shareholders
Re: Combined Proxy Card and Voting Instructions to Trustees
COMBINED PROXY CARD AND VOTING INSTRUCTIONS TO TRUSTEES
Maytag Corporation has worked with Bank of Boston and the Trustees of the
401(k) and ESOP plans to combine on a single proxy card shares you may hold
in an account in your own name with Trustee held shares to reduce duplicate
mailings of proxy materials.
The enclosed Proxy Card includes shares you may own in a regular account in
your name, shares held by Fidelity Management Trust Company (FMT Co.) as
Trustee of Maytag Corporation Salary Savings Plan (401(k) Plan) and shares
held by State Street Bank and Trust Company (State Street) as Trustee of
the Maytag Corporation Employee Stock Ownership Plan (ESOP).
The number of shares in the respective types of accounts are listed at the
top of the Proxy Card by the following codes:
regular account: COM
401(k) account: 401
ESOP account: ESO
Only the types of accounts in which you have shares will be printed on the
Proxy Card. When you vote, sign and return your proxy card, you will be
voting your regular account shares and be providing directions to the
trustees of the 401(k) and ESOP plans for voting as follows:
Participants in Maytag Corporation Salary Savings Plan
(shares coded 401)
Under the provisions of the trust relating to the Maytag Corporation Salary
Savings Plan, Fidelity Management Trust Company (FMT Co.), as Trustee, is
required to request your confidential instructions as to how your
proportionate interest in the shares of Maytag Corporation common stock
held under the Plans is to be voted at the annual meeting of stockholders
scheduled to be held on April 26, 1994.
March 22, 1994
Page Two
Participants in Maytag Corporation Employee Stock Ownership Plan
(Shares coded ESO)
As a voting Participant (or Beneficiary) in the Maytag Corporation Employee
Stock Ownership Plan (the Plan) which provides the match to your
contributions to the Maytag Corporation Salary Savings Plan, you will be
directing State Street Bank & Trust Company (Trustee) to vote your shares
of Maytag Corporation common stock allocated to your account in the Plan,
and also a portion of the total number of shares of stock held by the
Trustee for which no instructions are timely received by the Trustee and
the shares of stock held as unallocated shares as of the shareholder record
date.
Your instructions and directions to Fidelity Management Trust Company and
to State Street Bank and Trust Company will not be divulged or revealed to
anyone at Maytag Corporation.
E. James Bennett
Secretary and
Assistant General Counsel