Maytag Corporation
403 West Fourth Street North
Newton, Iowa 50208
March 23, 1995
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 "1995 Proxy Materials").
Pursuant to Rule 14a-6(m) under the Exchange Act, a cover page is included with
the 1995 Proxy Materials. The 1995 Proxy Materials will be released to
shareholders on or about March 23, 1995.
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 1995 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").
As permitted by Item 101(b) of Regulation S-T, the Company has elected to
file seven copies of Company's 1994 Annual Report with 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."
Securities and Exchange Commission
Page 2
March 23, 1995
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: 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 25,
1995, at 9:30 a.m., for the purpose of considering and acting upon the
following:
(1) The election of four directors for three-year terms, expiring in
1998.
(2) Selection of Ernst & Young LLP as independent auditors to audit the
financial statements to be included in the Annual Report to
Shareholders for 1995.
(3) 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, 1995,
as the record date for the determination of shareholders entitled to notice of
and to vote at the Annual Meeting.
Dated: March 23, 1995
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 25, 1995. Proxy statements and proxies
will be mailed to shareholders on March 23, 1995. 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 Fourth Street North, Newton, Iowa 50208, by
executing a later-dated proxy or by attending the 1995 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 107,548,706 outstanding shares of common stock as of
the close of business on March 1, 1995, not including 9,601,887 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 and for the selection of Ernst & Young LLP as independent auditors.
A shareholder may, with respect to the election of directors (i) vote for
the election of all four 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
(1) DIRECTORS AND NOMINEES FOR ELECTION AS DIRECTORS
Under the authority of the Corporation's Bylaws, the Board is to consist
of twelve directors divided into three groups. The term of each group expires
in different years. The four nominees for election to the Board of Directors
this year to hold office until the 1998 Annual Meeting of Shareholders and
until their successors have been duly elected and qualified are: Wayland R.
Hicks, W. Ann Reynolds, John A. Sivright and Fred G. Steingraber.
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.
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.
Mr. Harvey Kapnick's distinguished career on the Maytag Corporation Board
of Directors concluded with his retirement from the Board in November of last
year. His guidance and counsel will be missed.
The following sets forth certain information regarding each nominee and
each director whose term continues after the 1995 Annual Meeting based on
information received from each such nominee and continuing director.
NOMINEES FOR A TERM TO EXPIRE IN 1998
Wayland R. Hicks, 52, Chief Executive and Vice Chairman,
Nextel Communications, Inc. Director since 1994.
Picture of
Wayland R. Mr. Hicks was elected to fill a vacancy on the Board on
Hicks November 10, 1994. He has served as Chief Executive and Vice
Chairman of Nextel Communications, Inc., a satellite cellular
company since August, 1994. Prior to joining Nextel Mr. Hicks
served in various management positions with Xerox Corporation,
becoming a Vice President in 1983. Prior to assuming his current
duties he served as Executive Vice President, Xerox Corporation.
Mr. Hicks is also a director of Techtronics and Perdue Farms.
W. Ann Reynolds, 57, Chancellor of The City University of
New York. Director since 1988.
Picture of
W. Ann Ms. Reynolds has served as Chancellor of The City University
Reynolds 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.
2
John A. Sivright, 66, Senior Consultant, Harris Bankcorp,
Inc. Director since 1976.
Picture of
John A. Mr. Sivright held a number of positions with Harris
Sivright 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.
Fred G. Steingraber, 56, Chairman and Chief Executive
Officer of A. T. Kearney, Inc., a management consulting firm.
Director since 1989.
Picture of
Fred G. Mr. Steingraber held various positions with A. T. Kearney
Steingraber 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., A. T. Kearney,
International, Southeastern Thrift and Bank Fund, Inc., Lawter
International and Mercury Finance.
DIRECTORS WHOSE TERMS CONTINUE AFTER THE ANNUAL MEETING
Edward C. Cazier, Jr., 70, Counsel to the international law firm Morgan,
Lewis & Bockius, Los Angeles. Director since 1987. Term expires in 1997.
Mr. Cazier practiced law with Hahn & Cazier in California for over 30
years. In 1987 the Hahn & Cazier firm combined its 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, 69, Chairman of the Board, Material Service Corporation.
Director since 1989. Term expires in 1997.
Mr. Crown was elected Chairman of the Board of Material 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.
Howard L. Clark, Jr., 51, 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. in 1993. He was
Chairman, President and Chief Executive Officer of Shearson Lehman Brothers
Holdings, Inc. from 1990 until he assumed his current position. Prior thereto,
Mr. Clark was Executive Vice President 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 Lehman Brothers,
Inc. Fund, American Enterprises Holdings Inc. and Plasti-Line Inc.
Leonard A. Hadley, 60, 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
3
Vice President of the Corporation in 1989, named Chief Operating Officer in
1990 and President in 1991. He was named Chief Executive Officer in 1992 and
elected Chairman in 1993. He also serves as a director of Deere & Company.
Robert D. Ray, 66, 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.
Bernard G. Rethore, 53, Former Senior Vice President, Phelps Dodge
Corporation and President, Phelps Dodge Industries. Director since 1994. Term
expires in 1997.
Mr. Rethore was elected to the Board November 10, 1994 to fill a vacancy.
He served as Senior Vice President of Phelps Dodge Corporation, and President,
Phelps Dodge Industries, its diversified international industrial group from
1989 until taking early retirement in 1995. From 1984 to 1989, he was
President, then Chief Executive Officer of Microdot Industries, the diversified
manufacturing division of Microdot Inc.
Neele E. Stearns, Jr., 59, Former President and Chief Executive Officer,
CC Industries, Inc., a diversified holding company. Director since 1989. Term
expires in 1997.
Mr. Stearns served as Executive Vice President and Chief Operating Officer
of Henry Crown and Company, the predecessor operation to CC Industries, Inc.
from 1979 until 1986. From 1986 until his retirement in 1994 he served as
President and Chief Executive Officer of CC Industries, Inc. He is also a
director of Wallace Computer Services, Inc.
Peter S. Willmott, 57, 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, 1995.
4
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
_____________________________________________________________________________
Amount and Nature
Name and Address of Beneficial Ownership Percent of Class
Crown Group c/o (1) 5,605,123 5.30%
Gerald A. Weber
222 North LaSalle Street
Chicago, Illinois 60601
______________________________________________________________________________
(1) 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
5.30% 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, 1995.
SECURITY OWNERSHIP OF DIRECTORS AND MANAGEMENT
______________________________________________________________________________
Amount and Nature of
Name Beneficial Ownership Percent of Class
______________________________________________________________________________
Edward C. Cazier, Jr. 11,900 (b) *
Howard L. Clark, Jr. 11,836 (b) *
John P. Cunningham, Jr. 44,183 (b) (c) *
Lester Crown 4,768,627 (a) (b) (d) 4.50%
Joseph F. Fogliano 50,888 (b) (c) *
Edward H. Graham 32,229 (b) (c) *
Leonard A. Hadley 166,273 (a) (b) (c) *
Wayland R. Hicks 800 *
Robert D. Ray 15,600 (a) (b) *
Bernard G. Rethore 2,000 *
W. Ann Reynolds 12,300 (b) *
John A. Sivright 23,631 (a) (b) *
Neele E. Stearns, Jr. 14,090 (b) *
Fred G. Steingraber 15,000 (b) *
Peter S. Willmott 35,000 (b) *
Carleton F. Zacheis 36,662 (a) (b) (c) *
All directors and executive officers
as a group consisting of 19 persons
including the above named. 5,277,356 (a)(b)(c)(d) 5.0%
- -------------------------------------------------------------------------------
* Less than one percent.
(a) Includes shares owned by associates or certain family members in
which the director disclaims any beneficial interest.
5
(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: John P. Cunningham, Jr. 10,626 shares; Joseph F.
Fogliano 11,700 shares; Edward H. Graham 11,320 shares; Leonard A. Hadley
28,800 shares; Carleton F. Zacheis 11,780 shares; W. Ann Reynolds and Messrs.
Cazier, Clark, Crown, Ray, Sivright, Stearns, Steingraber and Willmott each
have options to acquire 10,000 shares and all directors and executive officers
as a group have options to acquire 176,216 shares.
(c) Included in the individual totals are shares granted under stock
awards in 1993, 1994 and 1995, pursuant to the Corporation's Stock Incentive
Award Plan For Key Executives and as to which the following executive officers
or directors and all executive officers as a group have sole voting power:
John P. Cunningham, Jr. 29,897; Joseph F. Fogliano 38,231; Edward H. Graham
15,871; Leonard A. Hadley 73,618; Carleton F. Zacheis 15,620; and all executive
officers and directors as a group 193,934. 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 as well as other committees.
The Audit Committee, which met five times in 1994, consists of Edward C.
Cazier, Jr., Howard L. Clark, Jr., (effective January, 1995), John A. Sivright,
(until January, 1995), 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., (until January, 1995), Wayland R. Hicks (effective December, 1994), Harvey
Kapnick (retired effective November, 1994), John A. Sivright (effective January,
1995), Neele E. Stearns, Jr., and W. Ann Reynolds. The Committee met four times
in 1994.
The Nominating Committee, which met three times in 1994, 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.
6
Ray, John A. Sivright and W. Ann Reynolds.
During 1994 the Board of Directors held five meetings either in person or
by telephone.
During 1994 each director has attended at least 75% of Board meetings and
meetings of the committees of which such director is a member.
(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 1995. 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 LLP
as such independent auditors. Ernst & Young LLP 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 1994 (the "named executive
officers").
SUMMARY COMPENSATION TABLE
Annual Compensation Long Term Compensation
------------------------------------------ ----------------------------------------
Awards Payouts
-------------------------------- -------
Name and Principal Year Salary Bonus Other Annual Restricted Stock Securities LTIP All Other
Position Compensation Award(s) Underlying Payouts Compensation
<F1> Options/SAR's(#) <F2>
Leonard A. Hadley 1994 $563,800 $505,000 $0 $ 0 25,000 $0 $ 7,234
Director, Chairman & 1993 527,675 350,000 0 306,914 25,000 0 6,811
CEO 1992 455,000 200,000 0 0 0 0 6,164
Joseph F. Fogliano <F3> 1994 $385,900 $254,694 $0 $ 0 18,000 $0 $ 4,373
Exec. VP & President 1993 170,985 86,623 0 144,427 11,700 0 54,641
N. American Appl. Group 1992 - - - - - - -
John P.Cunningham, Jr. 1994 $325,000 $225,225 $0 0 25,626 $0 $ 2,445
Executive VP & CFO 1993 - - - - - - -
1992 - - - - - - -
Edward H. Graham 1994 $179,200 $102,144 $0 $ 0 2,810 $0 $ 6,889
VP, General Counsel and 1993 166,667 73,901 0 64,020 5,380 0 6,404
Ass't. Secretary 1992 150,000 68,940 0 0 0 0 5,550
Carleton F. Zacheis 1994 $177,626 $98,263 $0 $ 0 2,820 $0 $ 7,335
Sr. VP Planning & 1993 158,750 77,808 0 64,020 5,060 0 6,717
Development 1992 150,853 59,904 0 0 0 0 5,562
7
<FN>
<F1> At December 31, 1994, 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, 55,533 shares valued at
$836,466 and 23,799 units valued at $358,472; Joseph F. Fogliano, 27,977 shares
valued at $421,404 and 11,990 units valued at $180,599; John P. Cunningham, Jr.,
21,289 shares valued at $320,666 and 9,124 units valued at $137,430; Edward H.
Graham, 11,867 shares valued at $178,747 and 5,086 units valued at $76,608; and
Carleton F. Zacheis, 11,626 shares valued at $175,117 and 4,982 units valued at
$75,041. Dividends are paid on Restricted Stock at the same time and at the
same rate as on the common stock. Dividend Equivalents on Restricted Units are
accrued and accumulate at the same rate and at the same time 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 below) are satisfied.
<F2> The amounts reported in this column for 1994 consist of 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 $2,614, 401(k) $4,620; Joseph F. Fogliano, life insurance
$1,961, 401(k) $2,412, John P. Cunningham, Jr., life insurance $2,445, 401(k)
$0; Edward H. Graham, life insurance, $2,409, 401(k) $4,480; and Carleton F.
Zacheis, life insurance $2,894, 401(k) $4,441.
<F3> Joseph F. Fogliano joined the Corporation as Executive Vice President and
President, North American Appliance Group on July 15, 1993.
The following table sets forth for the named executive officers, certain
information regarding stock options granted in 1994.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
POTENTIAL REALIZABLE
INDIVIDUAL GRANTS VALUE AT ASSUMED
ANNUAL RATES OF STOCK
PRICE APPRECIATION FOR
OPTION TERM <F4>
(a) (b) (c) (d) (e) (f) (g)
Name Number of % of Total Exercise or Expiration
Securities Options Base Price Date 5% 10%
Underlying Granted to ($/Share)
Options/SAR's Employees in <F3>
Granted (#) Fiscal Year
<F1> <F2>
Leonard A. Hadley 25,000 4.1% 15.625 11/10/2004 $245,662 $622,556
Joseph F. Fogliano 18,000 2.9% 15.625 11/10/2004 $176,877 $448,240
John P. Cunningham, Jr. 10,626 1.7% 18.250 01/02/2004 $121,958 $309,066
15,000 2.4% 15.625 11/10/2004 $147,397 $373,533
Edward H. Graham 2,810 .5% 15.625 11/10/2004 $ 27,613 $ 69,976
Carleton F. Zacheis 2,820 .5% 15.625 11/10/2004 $ 27,710 $ 70,224
8
<FN>
<F1>In connection with his commencement of employment with the Corporation on
January 3, 1994, Mr. Cunningham was granted an option to purchase 10,626
shares at a purchase price of 18.250 per share. These shares became
exercisable on January 3, 1995. All other options reported in the Table
become exercisable beginning on November 11, 1995, except that such options
will become fully exercisable in the event of a Change of Control
[generally defined as occurring when a person individually or together with
its affiliates or associates (other than an employee benefit plan of the
Corporation) shall have become the beneficial owner of 20% or more of the
shares of the Corporation entitled to vote for directors or when directors
who are not a person or part of a group which is or becomes the beneficial
owner of 20% or more of the shares of the Corporation fail to constitute a
majority of the Board of Directors].
<F2>Total options granted to employees in 1994 were 613,370.
<F3>Fair Market Value of underlying shares on the date of grant.
<F4>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 10 year
term of the options which would result in the per share price of the
Corporation's stock increasing from $15.625 to $24.84 and $39.55,
respectively, for the options expiring on November 10, 2004 and from $18.250
to $29.73 and $47.34 respectively, for the option expiring January 2, 2004.
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 options exercised during 1994 and unexercised options to
purchase common stock held by such officers on December 31, 1994.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND
YEAR END OPTION/SAR VALUES
Number of Securities Underlying Value of Unexercised
Uexercised Options/SAR's In-the-Money Options
Number Of December 31, 1994 December 31, 1994
Securities <F1> <F2>
Name Underlying Value Realized
Options/SAR's
Exercised (#)
Exercisable Unexercisable Exercisable Unexercisable
Leonard A. Hadley 12,880 $14,490 28,800 25,000 $0 $0
Joseph F. Fogliano 0 $0 11,700 18,000 $0 $0
John P. Cunningham, Jr. 0 $0 25,626 $0 $0
Edward H. Graham 0 $0 11,320 2,810 $4,640 $0
Carleton F. Zacheis 1,000 $4,406 11,780 2,820 $5,120 $0
9
<FN>
<F1> As of December 31, 1994, all options and SAR's were exercisable except
those granted in 1994.
<F2> The value is calculated based on the aggregate amount of the excess of
$15.0625 (the average of the high and low price of common stock as reported in
the New York Stock Exchange Composite Transactions Report for December 30, 1994)
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, 1994.
LONG-TERM INCENTIVE PLANS - AWARDS IN LAST FISCAL YEAR
Estimated Future Payouts Under
Non-Stock Price-Based Plans <F2>
(a) (b) (c) (d) (e) (f)
Name Number of Shares, Performance or Other
Units or Other Rights Period Until Maturation Threshold (#) Target (#) Maximum (#)
(#) <F1> or Payout
Leonard A. Hadley 25,245 3 Years 6,311 25,245 30,294
Joseph F. Fogliano 14,514 3 Years 3,629 14,514 17,417
John P.Cunningham, Jr. 12,224 3 Years 3,056 12,224 14,669
Edward H. Graham 5,670 3 Years 1,418 5,670 6,804
Carleton F. Zacheis 5,325 3 Years 1,331 5,325 6,390
<FN>
<F1> 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
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
time as on the Common Stock and dividend equivalents on restricted units are
accrued and accumulate at the same rate and at the same time as dividends on the
common stock. Dividend equivalents are treated as reinvested dividends
applicable to the restricted units, which units are paid out if and when the
performance goals are satisfied. Target awards are based upon a percentage of
base salary and vary depending upon the individual's position and
responsibilities.
<F2> Estimated future payouts are predicated upon the achievement of corporate
return on sales and return on assets objectives over the period from January 1,
1994 to December 31, 1996. The achievement of approximately 25% of the
objectives will result in payment of the threshold amount, achievement of 75% of
the objectives will result in payment of an interim amount, achieving 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 TABLE
The following table sets forth the estimated annual pension benefits
payable effective December 31, 1994, 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
10
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.
Average Annual
Earnings for
Highest 5 Estimated Annual Retirement Benefits
Consecutive Years of Credited Service at Retirement
Years of Final
10 Years of
Service
10 15 20 25 30 35*
$200,000 $29,663 $44,494 $59,326 $74,157 $88,989 $103,820
300,000 45,163 67,744 90,326 112,907 135,489 158,070
400,000 60,663 90,994 121,326 151,657 181,989 212,320
500,000 76,163 114,244 152,326 190,407 228,489 266,570
600,000 91,663 137,494 183,326 229,157 274,989 320,820
700,000 107,163 160,744 214,326 267,907 321,489 375,070
800,000 122,663 183,994 245,326 306,657 367,989 429,320
900,000 138,163 207,244 276,326 345,407 414,489 483,570
1,000,000 153,663 230,494 307,326 384,157 460,989 537,820
1,100,000 169,163 253,744 338,326 422,907 507,489 592,070
1,200,000 184,663 276,994 369,326 461,657 553,989 646,320
1,300,000 200,163 300,244 400,326 500,407 600,489 700,570
1,400,000 215,663 323,494 431,326 539,157 646,989 754,820
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.
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
11
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 and
John P. Cunningham, Jr., were in 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, 1994 are: Leonard A. Hadley 35.5; John P. Cunningham, Jr. 1.0;
Joseph F. Fogliano 2.0; Edward H. Graham 8.7; and Carleton F. Zacheis 36.4.
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 Company. 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.
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 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
12
Furnishings and Appliance Stock Index used in the Performance Graph below, 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 Peer Group 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 individual responsibilities.
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 three equally weighted factors of
organizational operating income performance against plan, organizational
operating income compared to prior year and organizational performance against
key strategic objectives. An award may be increased or decreased based upon
the executive's 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. Maytag does not anticipate any significant
financial impact due to the deduction limitation of Internal Revenue Code
Section 162(m) for the Annual Incentive Plan in 1995.
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 currently
composed 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 long-term incentive
program and vesting provisions is approved by the 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. The Maytag Corporation
Stock Option Plan for Executives and Key Employees and the overall number of
shares available have been approved by the shareholders. The size of Stock
Option grants for the named executives is determined at the discretion of the
Compensation Committee. Survey data indicates that these awards are below the
average grants made to executives in similar positions at other industrial
organizations. Both of these stock based incentive plans are designed to
encourage a significant equity ownership interest in the company to help assure
that the interests of the executives are closely aligned to those of other
shareholders.
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
13
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. The Corporation's performance showed significant improvement in
1994, with record shipments, sales and earnings from continuing operations.
Return on assets improved from 3.2% in 1993 to 5.8%. Free cash flow of $233
million allowed the Corporation to reduce the debt to total capitalization ratio
to 50.7% from 60.6%. Other notable performance achievements for 1994 included:
The North American Appliance Group achieved market share gains in
virtually all product categories;
U.S. floorcare continued to be strong with record shipments, revenue and
profits resulting in the best performance since its acquisition in 1989;
Vending machine sales increased substantially -- 22.4% over 1993 driven
by both its traditional vender line and its new product, the glass front
merchandiser;
Hoover Europe had operating profit for the first time since its
acquisition in 1989.
All of these factors contributed to achieving specific annual goals and
objectives and improvement in the Corporation's earnings per share in 1994.
Mr. Hadley's 1994 salary of $563,800 represented a 5% increase over 1993.
In arriving at this rate, the Compensation Committee considered the following
factors: his lower than average base pay compared to other CEOs in the
industrial companies surveyed, his performance as CEO during 1993, and his
plans for improving earnings for 1994. Increases in base salary for 1994 for
the other named executives were based on individual performance, job content
and compensation of similar executives in the industrial organizations surveyed.
In 1994, Maytag achieved in excess of 100% of the Committee-approved strategic
and financial goals set forth for the 1994 Annual Management Incentive Plan and
discussed above under "Annual Incentive". Because all goals were achieved, Mr.
Hadley received 1994 annual incentive compensation of $505,000 which is
approximately 96 percent of his 1994 maximum opportunity. In 1994, 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, 1994 through
December 31, 1996 as reflected in the Long-Term Incentive Plans Award Table. In
1994, no payouts were made under the Performance-Based Restricted Stock Plan
because no grant matured during this time. As a component of long-term
incentive compensation, options to purchase 25,000 shares of common stock were
granted to Mr. Hadley under the terms of the Corporation's 1992 Stock Option
Plan. This award was below the average grant made to CEO's of the industrial
companies surveyed. Grants of options to the named executive offiers are
reflected in the stock option table on Page 8.
The foregoing report is furnished by the following members of the
Compensation Committee:
Howard L. Clark, Jr. Wayland R. Hicks W. Ann Reynolds
John A. Sivright Neele E. Stearns, Jr.
14
All members of the Committee served all of 1994 except Mr. Hicks, who
became a member in November, 1994 and Mr. Sivright who did not serve in 1994 but
became Chairman of the Committee replacing Mr. Clark in January, 1995. Harvey
Kapnick retired from the Board and the Committee on November 30, 1994.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During 1994, Howard L. Clark, Jr. served as Chairman of the Compensation
Committee and participated in decisions involving the full range of Committee
activities regarding the Chief Executive Officer and other named executive
officers' compensation and related decisions. Mr. Clark is an executive
officer of Lehman Brothers Inc., an investment banking firm with which the
Corporation intends to contract in 1995 for investment banking services.
Mr. Clark resigned from the Committee in January, 1995 before the establishment
of any contractual relationship between the Corporation and Lehman Brothers Inc.
and prior to the Committee taking any action on 1994 annual incentive
compensation for the Chief Executive Officer and other named executive officers.
SHAREHOLDER RETURN PERFORMANCE
The following graph compares the Corporation's cumulative total shareholder
return on its common stock from December 31, 1989 to December 31, 1994 with the
S&P 500 Stock Index and the S&P Furnishings and Appliance Stock Index (both of
which include the Corporation).
Cumulative Total Return
Based on reinvestment of $100 beginning December 31, 1989
$400___________________________________________________________________________
$300___________________________________________________________________________
$200___________________________________________________________________________
$100___________________________________________________________________________
$ 0 Dec-90 Dec-91 Dec-92 Dec-93 Dec-94
________Maytag Corp. -- -- -- S&P 500 - - - - - S&P Household
Furnishings & Appliances
Index
SOURCE: GEORGESON & COMPANY INC.
_______________________________________________________________________________
Dec-89 Dec-90 Dec-91 Dec-92 Dec-93 Dec-94
_______________________________________________________________________________
Maytag Corp. $ 100 $ 58 $ 87 $ 87 $ 108 $ 93
S&P 500 $ 100 $ 97 $ 126 $ 136 $ 150 $ 152
S&P 500 Household $ 100 $ 67 $ 99 $ 112 $ 161 $ 131
Furnishings &
Appliances Index
________________________________________________________________________________
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 $23,000 per annum, $1,000 for each meeting of the Board attended, $1,000
for attendance at each called committee meeting and reimbursement for actual
15
expenses. Telephone meetings are compensated at $750 per meeting.
Non-employee committee chairmen receive an additional $3,000 per annum
except the Executive Committee chair who receives an additional $4,000.
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.
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 the day following the Annual Meeting of
the Corporation's shareholders in each of the years 1990 - 1994. 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.
SHAREHOLDER PROPOSALS AND NOMINATIONS FOR 1996 ANNUAL MEETING
Proposals of shareholders intended for presentation at the 1996 Annual
Meeting must be received by the Secretary of the Corporation on or before
December 5, 1995, to be considered for inclusion in the 1996 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
16
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 25, 1995, 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 25, 1995, 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).
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: Wayland R. Hicks, W. Ann Reynolds, John A. Sivright, Fred G.
Steingraber
FOR or WITHHELD
ALL FROM ALL
NOMINEES NOMINEES
(INSTRUCTION: For, except vote withheld from the following nominee(s): write
that nominee's name on the space provided below.)
______________________________________________________________________________
2. FOR AGAINST or ABSTAIN
The selection of Ernst & Young LLP as independent public auditors to
examine the financial statements to be included in the Annual Report to
Stockholders for 1995.
______________________________________________________________________________
In their discretion, the proxies are authorized to vote upon any other
matters which may properly come before the meeting or any adjournment.
Dated ______________________, 1995 Dated ______________________, 1995
_____________________________ _____________________________
(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.
______ MARK HERE
FOR ADDRESS
CHANGE AND
NOTE AT LEFT
March 23, 1995
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 25, 1995.
March 23, 1995
Page Two
Participants in Maytag Corporation Employee Stock Ownership Plan
(Shares coded ESO)
As 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 J Bennett
E. James Bennett
Secretary and
Assistant General Counsel