SCHEDULE 14A
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No. )
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[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
STANDEX INTERNATIONAL CORPORATION
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(Name of Registrant as Specified in Its Charter)
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[ ] Fee paid previously with preliminary materials.
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statement number, or the Form or Schedule and the date of its filing.
(1) Amount previously paid:
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(logo) STANDEX 6 Manor Parkway
Salem, New Hampshire 03079
September 20, 2001
To the Stockholders of Standex International Corporation:
You are cordially invited to attend the Annual Meeting of
Stockholders of Standex International Corporation which will be held at
FleetBoston, 100 Federal Street, Boston, Massachusetts, on Tuesday,
October 30, 2001 at 11:00 a.m.
We hope that you will be able to attend the meeting. However, whether
or not you plan to attend in person, please vote your proxy card promptly,
in accordance with the instructions on the card, in order to ensure that
your shares will be represented. If you do attend the meeting, you may vote
your shares personally.
This booklet includes the Notice of Annual Meeting and the Proxy
Statement, which contain information about the formal business to be acted
on by the stockholders. The meeting will also feature a report on the
operations of your Company, followed by a question and discussion period.
Sincerely,
/s/ Edward J. Trainor
Edward J. Trainor
President/ CEO
<Page>
(logo) STANDEX 6 Manor Parkway
Salem, New Hampshire 03079
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
The Annual Meeting of Stockholders of Standex International
Corporation (the "Company") will be held at FleetBoston, 100 Federal
Street, Boston, Massachusetts, on Tuesday, October 30, 2001, at 11:00 a.m.
local time for the following purposes:
1. To fix the number of directors at twelve and to elect four
directors to hold office for three-year terms ending on the date of the
Annual Meeting of Stockholders in 2004;
2. To approve an amendment to the Company's Employee Stock
Purchase Plan to increase the number of shares available for purchase by
200,000;
3. To approve an amendment to the Company's 1998 Long Term
Incentive Plan to increase the total number of shares available for grants
by 800,000;
4. To approve the appointment of Deloitte & Touche LLP as
independent auditors of the Company for the fiscal year ending June 30,
2002; and
5. To transact such other business as may properly come before the
meeting or any adjournment or adjournments thereof.
Stockholders of record at the close of business on September 12, 2001
will be entitled to notice of and to vote at the meeting.
Please vote by proxy using any one of the following methods:
(a) Use the toll free telephone number shown on your proxy card or
voting instructions form (if you receive proxy materials from a broker or a
bank);
(b) Visit the Internet Web site at: www.eproxyvote.com/sxi, or
follow your broker's instructions relative to Internet voting; or
(c) Mark, date, sign and mail your proxy card in the prepaid
envelope provided.
By Order of the Board of Directors,
/s/ Deborah A. Rosen
Deborah A. Rosen, Secretary
September 20, 2001
Salem, New Hampshire
IMPORTANT
IT IS IMPORTANT THAT YOUR SHARES ARE REPRESENTED AT THE ANNUAL
MEETING. ACCORDINGLY, YOU ARE URGED TO COMPLETE, SIGN, DATE AND PROMPTLY
RETURN YOUR PROXY IN THE ENCLOSED POSTAGE PAID ENVELOPE OR VOTE YOUR SHARES
BY TELEPHONE OR THE INTERNET. IF YOU SO CHOOSE, YOU MAY VOTE YOUR SHARES
IN PERSON AT THE ANNUAL MEETING.
STANDEX INTERNATIONAL CORPORATION
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
October 30, 2001
This Proxy Statement is being furnished on or about September 20,
2001, in connection with the solicitation of proxies by the Board of
Directors of Standex International Corporation (the "Company"), for use at
the Annual Meeting of Stockholders to be held on Tuesday, October 30, 2001.
All proxies will be voted in accordance with the instructions contained
therein and, if no choice is specified, will be voted for the election of
each of the individuals nominated by the Board of Directors and in favor of
the other proposals set forth in the Notice of Meeting.
The election of Directors will require the affirmative vote of a
plurality of the shares of Common Stock voting, in person or by proxy, at
the Annual Meeting. The adoption of the amendments to the Employee Stock
Purchase Plan and the 1998 Long Term Incentive Plan, and the ratification
of the appointment of Deloitte & Touche LLP as independent auditors, will
require the affirmative vote of a majority of the shares of Common Stock of
the Company voting on the proposals, in person or by proxy, at the Annual
Meeting. Stockholders may vote in favor of all nominees for Director, or
withhold their votes as to all nominees or withhold their votes as to
specific nominees. With respect to the other three proposals, stockholders
should specify their choice on the enclosed form of proxy.
Shares which abstain from voting as to a particular matter, and
shares held in "street name" by brokers or nominees who indicate on their
proxies that they do not have discretionary authority to vote such shares
as to a particular matter, will not be counted as votes in favor of such
matter, and will also not be counted as shares voting on such matter.
Accordingly, abstentions and "broker non-votes" will have no effect on the
voting on a matter that requires the affirmative vote of a certain
percentage of the shares voting on a matter.
Any proxy may be revoked at any time before it is exercised by
delivery of written notice to the Secretary of the Company or by executing
a subsequent proxy.
The Board of Directors has fixed September 12, 2001 as the record
date for the determination of stockholders entitled to vote at the Annual
Meeting. At the record date, there were outstanding and entitled to vote
12,223,487 shares of the Common Stock of the Company. Each share is
entitled to one vote.
All costs of solicitation of proxies will be borne by the Company. In
addition to solicitations by mail, the Company's directors and officers,
without additional remuneration, may solicit proxies in person and by
telecommunications. Brokers, custodians and fiduciaries will be requested
to forward proxy soliciting materials to the owners of stock held in their
names, and the Company will reimburse them for their out-of-pocket expenses
in this regard.
To assure the presence in person or by proxy of the necessary quorum
for holding the meeting, the Company has employed the firm of Morrow & Co.,
Inc. to assist in soliciting proxies by mail, telephone, facsimile and
personal interview for a fee estimated at approximately $5,000 plus
disbursements.
PROPOSAL 1 - ELECTION OF DIRECTORS
The persons named in the enclosed proxy will vote to fix the number
of directors at twelve and to elect as directors William R. Fenoglio,
Walter F. Greeley, Thomas L. King and Deborah A. Rosen, identified below as
nominees, for three-year terms expiring in 2004, unless authority to vote
for the election of directors is withheld by marking the proxy to that
effect. No proxy can be voted for a greater number of persons than the four
nominees named below.
There are fewer nominees named below than the number of directors
fixed pursuant to this proposal due to the retirement from the Board of Sol
Sackel on October 30, 2001 under the Company's Board of Directors'
Retirement Policy; the retirement of Edward F. Paquette, former Vice
President/CFO of the Company, on August 31, 2001 from the Company and
retirement from the Board on October 30, 2001; and the unexpected death of
Director Samuel S. Dennis, 3d on August 1, 2001. The Nominating Committee
of the Board of Directors will be considering various potential candidates
for nomination to the Board of Directors during the course of the upcoming
fiscal year.
In the event that any nominee for election should become unavailable,
the person acting under the proxy may vote for the election of a
substitute. Management has no reason to believe that any nominee will
become unavailable.
Information about each director and nominee for director at July 31,
2001 follows:
Nominees For Directors Principal Occupations During
For Terms Past Five Years And
Expiring In 2004 Certain Other Directorships
---------------------- ----------------------------
<s> <c>
William R. Fenoglio President and CEO of Augat, Inc. from 1994
Director Since 1997 through 1996.
Age 62 Director of IPG, Inc.
Walter F. Greeley Chairman, High Street Associates, Inc. (a
Director Since 1989 management and acquisition group) from
Age 70 1988 to 2000. Vice President and Counsel
of Surface Coatings, Inc.
Thomas L. King* Chairman of the Board of the Company since
Director Since 1970 January 1992; President of the Company
Age 71 from August 1984 to July 1994; Chief
Executive Officer of the Company from July
1985 to June 1995.
Deborah A. Rosen Vice President of the Company since July
Age 46 1999; General Counsel of the Company since
January 1998; Secretary of the Company
since October 1997; Assistant Secretary
from June 1987 to December 1997; prior
thereto Senior Corporate Attorney from
September 1987 to December 1997.
2
Directors To Continue Principal Occupations During
In Office For Terms Past Five Years And
Expiring In 2002 Certain Other Directorships
--------------------- ----------------------------
John Bolten, Jr. + Consultant to the Company.
Director Since 1955
Age 81
David R. Crichton Executive Vice President/Operations of the
Director Since 1992 Company since June 1989.
Age 63
Daniel B. Hogan, Ph.D. President, The Apollo Group (Management
Director Since 1983 Consultants) since 1991. Associate,
Age 58 Department of Psychology, Harvard
University from 1996 through 2000.
Directors to Continue Principal Occupations During
In Office For Terms Past Five Years And
Expiring In 2003 Certain Other Directorships
--------------------- ----------------------------
C. Kevin Landry* Managing Director and CEO, TA Associates,
Director Since 1975 Inc. (a private equity firm), Boston, MA
Age 57 since January 1994.
Director of SBA Communications
Corporation.
H. Nicholas Muller, III, Ph.D. President and CEO of The Frank Lloyd
Director Since 1984 Wright Foundation since May 1996 and prior
Age 62 thereto Director of the State Historical
Society of Wisconsin from 1985 to 1996.
Edward J. Trainor* Chief Executive Officer of the Company
Director Since 1994 since July 1995; President of the Company
Age 61 since July 1994.
<FN>
___________________
+ Founder of the Company.
* Member of the Executive Committee of the Board of Directors.
</FN>
STOCK OWNERSHIP IN THE COMPANY
Stock Ownership by Directors, Nominees for Director and Executive Officers
The following table sets forth information regarding beneficial
ownership of the Company's Common Stock as of July 31, 2001 of each
director, each nominee for director, each executive officer named in the
Summary Compensation Table and all directors and executive officers of the
Company as a group:
3
Beneficial Ownership (1)
--------------------------
Percent of
No. of Outstanding
Name Shares Common Stock
---- ------ ------------
<s> <c> <c>
John Bolten, Jr. 192,329 (3) 1.6
David R. Crichton 66,443 (2) **
Samuel S. Dennis 3d 322,072 (4) 2.6
William R. Fenoglio 2,000 **
Peter G. Gerstberger 6,777 (2)(6) **
Walter F. Greeley 2,500 **
Jerry G. Griffin 25,929 (2) **
Daniel B. Hogan, Ph.D. 4,560 (5) **
Thomas L. King 152,716 1.2
C. Kevin Landry 5,368 **
H. Nicholas Muller, III, Ph.D. 6,130 **
Edward F. Paquette 48,496 (2) **
Deborah A. Rosen 18,678 (2) **
Sol Sackel 10,416 **
Edward J. Trainor 154,084 (2) 1.2
All Directors and Executive Officers
as a Group (17 Persons) 1,049,095 8.5
<FN>
___________________
** Less than 1% of outstanding Common Stock.
<F1> As used herein, "beneficial ownership" means the sole or shared power
to vote, and/or the sole or shared investment power with respect to
shares of Common Stock. The directors have sole voting and investment
power with respect to the shares shown as beneficially owned by them
except for: 65 shares for Mr. Crichton; 2,000 shares for Mr.
Fenoglio; 430 shares for Mr. Gerstberger; 1,300 shares for Mr.
Greeley; 483 shares for Mr. Griffin; 4,000 shares for Mr. Landry;
2,162 shares for Mr. Paquette; 10,416 shares for Mr. Sackel; and
20,457 shares for Mr. Trainor, which are jointly held with their
respective spouses. The shares owned by spouses or minor children of
certain directors have not been included because the respective
directors have disclaimed beneficial interest in the shares. These
shareholdings are: Mrs. Dennis (49,315), Mr. Hogan's children
(6,000), Mrs. Landry and their children (60,536), and Mrs. Sackel
(2,000).
<F2> The numbers listed include estimates of the shares held in the
Standex Employees' Stock Ownership portion of the Standex Retirement
Savings Plan at June 30, 2001, which are vested to the accounts of
Messrs. Crichton, Trainor, Gerstberger, Griffin and Ms. Rosen. These
individuals have voting power over the shares allocated to them in
this Plan. In the event of a tender or exchange offer for the Common
Stock of the Company, these individuals (along with all other
participants) will determine, on a confidential basis, whether the
Common Stock held in their accounts should be tendered or exchanged.
The numbers also include the following shares which are capable of
being purchased by exercise of stock options within 60 days of
July 31, 2001: Mr. Trainor (64,820); Mr. Crichton (32,774); Mr.
Paquette (45,767); Mr. Gerstberger (4,520); Mr. Griffin (15,200) and
Ms. Rosen (11,800).
<F3> The number listed includes 28,710 shares held in a trust of which
Messrs. Bolten, Jr., Hogan and Dennis are trustees. To avoid
duplication, these shares have only been shown as beneficially owned
by Mr. Bolten, Jr.
<F4> The number listed includes 15,000 shares held in trusts as to which
Mr. Dennis was sole trustee and 243,382 shares as to which he was co-
trustee. The latter number includes a trust holding 62,188 shares
wherein Mr. Dennis was a co-trustee with Messrs. Bolten, Jr. and
Hogan. To avoid duplication, these shares have only been shown as
beneficially owned by Mr. Dennis.
4
Mr. Bolten, Jr. is also a co-trustee with Mr. Dennis of a trust
holding 125,738 shares. However, in order to avoid duplication, these
shares have only been shown as beneficially owned by Mr. Dennis.
<F5> The number listed includes 2,014 shares held in two trusts as to
which Mr. Hogan is a beneficiary.
<F6> The number listed includes 2,000 shares held in a pension account of
which Mr. Gerstberger is the beneficiary.
</FN>
___________________
Stock Ownership of Certain Beneficial Owners
The table below sets forth each stockholder who, based on public
filings, is known to the Company to be the beneficial owner of more than 5%
of the Common Stock of the Company as of July 31, 2001.
Beneficial Ownership
Percent of
Name and Address No. of Outstanding
Of Beneficial Owner Shares Common Stock
------------------- ------ --------------------
<s> <c> <c>
American Express Trust Company 1,284,037 (1) 10.4%
American Express Financial
Corporation as trustee of the
Standex International Corporation
Retirement Savings Plan Trust
(formerly the Employees' Stock
Ownership Trust)
1200 Northstar West
Minneapolis, MN 55440-0534
National Rural Electric 662,900 (2) 5.4%
Cooperative Association
4301 Wilson Boulevard
Arlington, VA 22203
Wedge Capital Management LLP 612,400 (3) 5.0%
2920 One First Union Center
301 South College Street
Charlotte, NC 28202-6002
<FN>
___________________
<F1> This number includes shares allocated to participating employees'
accounts over which such participants have sole voting power.
<F2> National Rural Electric Cooperative Association is an employee
benefit plan pension fund subject to the provisions of ERISA.
According to its beneficial ownership statement on Form 13G, it has
sole voting power and sole dispositive power over the shares.
<F3> Wedge Capital Management LLP is an investment advisory company
registered under Section 203 of the Investment Advisers Act of 1940.
It manages funds for clients. Its beneficial ownership as set forth
in its most recent statement on Form 13G, filed as of January 5,
2001, consists of 612,400 shares over which it has sole power to vote
or to direct the vote.
</FN>
5
PERFORMANCE GRAPH
The following graph compares the cumulative total stockholder return
on the Company's Common Stock as of the end of each of the last five fiscal
years, with the cumulative total stockholder return on the Standard &
Poor's Manufacturing (Diversified Industry) Index and on the Russell 2000
Index, assuming an investment of $100 in each at their closing prices on
June 30, 1996 and the reinvestment of all dividends.
Cumulative Total Return
--------------------------------------------------------
6/96 6/97 6/98 6/99 6/00 6/01
---- ---- ---- ---- ---- ----
<s> <c> <c> <c> <c> <c> <c>
STANDEX INTERNATIONAL CORPORATION 100.00 108.09 109.31 103.97 62.78 97.15
RUSSELL 2000 100.00 116.33 135.53 137.56 157.27 158.30
S & P MANUFACTURING (DIVERSIFIED) 100.00 148.48 160.08 212.31 191.56 229.71
REPORT OF THE COMPENSATION COMMITTEE
(FORMERLY KNOWN AS THE SALARY AND EMPLOYEE BENEFITS COMMITTEE)
ON EXECUTIVE COMPENSATION
The Company's Compensation Committee (the "Committee") of the Board
of Directors, which during the prior fiscal year was composed of four non-
employee members of the Board, establishes and administers the cash and
non-cash compensation policies and programs as they relate to executive
officers and senior management of the Company. On October 26, 1999, the
Company Board of Directors voted to change the name of the Committee from
"Salary and Employee Benefits Committee" to "Compensation Committee."
Policies
The policy of the Company is to provide direct compensation programs
and potential earnings opportunities which reflect the relative size and
performance of the Company in the industry segment of which it is a part
and which accomplish the Company's mission and purpose. Simultaneously, the
policy will support the overall objective of attracting, retaining and
motivating highly qualified individuals for all positions within the
Company. Consistent with this objective, all compensation programs,
including those for exec-utives, adhere to the following policies:
* Compensation is based on the level of job responsibility, the
individual's level of performance and Company or unit performance.
* Compensation takes into account the value of the job in the
marketplace. The Company strives to be competitive with the pay of
employers of a similar size and stature who compete with the Company
for talent.
* Equity ownership is encouraged at all levels of the Company to align
more closely the interests of employees with those of the
stockholders. In addition to its Employee Stock Purchase Plan and the
Retirement Savings Plan the Company provides key management employees
worldwide the opportunity to build significant ownership through
periodic equity award grants in the form of stock grants or stock
options.
The compensation of executive officers and senior management is
closely related to Company performance and, in addition to base salary, is
comprised of annual incentive awards and long-term equity incentive
opportunities, each of which is discussed below. Awards are no longer being
made under the PIPS program described below, as that program has been
phased out.
During the last fiscal year, the Company adopted a Balanced
Performance Plan process ("BPP") which provides a tool to track management
performance and ties rewards to results. The BPP is intended to focus the
Company and each division on targets and goals in the financial,
technology, employee and customer sectors. The compensation of divisional
management and executive officers will be measured in part by the results
of the BPP.
Base Salary
Salaries for the year for division presidents, group vice presidents
and corporate officers were established after a review of market survey
data, prepared by an independent compensation consulting firm, on total
compensation for comparable positions, specific information on pay
practices for similar positions in peer organizations of similar size,
business diversity, complexity and revenue size and generally ranged
between the 50th and 75th percentile for senior management and executive
officers.
Annual Incentive Program
During the last fiscal year, the Committee recommended, and the
Company implemented, an Annual Incentive Program, which incorporates the
Company's previous annual cash bonus program. Annual incentive
opportunities are based on achieving financial and non-financial
performance goals set under the BPP that are consistent with the strategic
direction of the Company for the year and are also reflective of the
individual's performance during the year. The annual incentive compensation
paid to senior divisional management and executive officers named in the
Summary Compensation Table on page 11 of this Proxy Statement (the "Named
Executives") takes the form of cash payments (net of deferrals for the
purchase of Company stock).
CASH PORTION: As part of the Annual Incentive Program, cash payments
are made to approximately 900 employees of the Company in order to motivate
them and reward their contribution toward the financial performance of the
Company in the immediately preceding fiscal year. Annual incentive awards
are considered for each year for the senior divisional management group as
well as the Named Executives. The maximum amount that may be awarded to top
divisional management is determined by the Committee on the basis of the
Company's overall performance (principally improvement in net income and
earnings per share) in the preceding fiscal year.
This year's specific annual incentive awards to top senior divisional
managers are based principally on the net income of each of their
respective divisions measured against its historical performance and its
performance relative to the other divisions that year. Annual incentive
awards to the Named Executives are based principally on the net income and
earnings per share of the Company in the preceding year as well as
individual performances.
STOCK UNIT PORTION: As a feature of the Annual Incentive Program,
senior management and the Named Executives are required to defer a minimum
of 20% (but may defer up to a maximum of 50%) of their bonuses into the
purchase of restricted Company stock which vests three years after the
award and is paid in the form of stock. The stock is purchased pursuant to
the Management Stock Purchase Program ("MSPP") discussed under "Long Term
Incentive Program" below.
PIPS Plan
The Company's PIPS Plan has in the past included a broad group of
approximately 275 management employees (including Named Executives). Its
objective was to try to increase the earnings per share of the Company on a
long-term basis. Sustained increases in the Company's earnings per share
presumably, under normal market conditions, would lead to higher prices for
the Company's Common Stock. Payments under the PIPS Plan are made only when
increases in earnings per share have been achieved over the preceding five-
year period. Since the inception of this program, there have been several
years where no payments were made.
The Board of Directors decided in April 1996 that no further grants
will be made under the PIPS Plan. However, outstanding grants will be
honored and payments will be made as these outstanding PIPS shares mature
through the year 2000.
Long Term Incentive Program
The Company believes that significant stock ownership by the Named
Executives and senior divisional management of the Corporation is a major
incentive in building stockholder value. Stock options are intended to
encourage such stock ownership and to align directly the interests of the
Named Executives and other key employees with those of the stockholders.
Awards of restricted stock are also periodically made to key employees to
recognize performance and motivate long-term commitment to the Company.
Under the 1994 Stock Option Plan (the "1994 Plan"), executive
officers are eligible to receive periodic grants of incentive stock options
and/or non-qualified stock options. The 1998 Long Term Incentive
8
Plan also provides for awards of incentive and/or non-statutory options in
addition to grants of restricted stock, the MSPP shares and performance
share units ("PSUs"). Incentive stock options are granted at the fair
market value of the underlying Common Stock at the date of grant and are
exercisable either six months from the date of grant or over a period of
years fixed by the Committee. Non-qualified stock options may be granted
either at or below fair market value under the 1994 Plan. Non-qualified
options may only be granted at fair market value under the 1998 Long Term
Incentive Plan. Options and restricted stock generally vest in installments
over a period of years while MSPP shares and PSUs cliff vest after a period
of years. The vesting features of some of the incentive stock options, all
of the non-qualified options, restricted stock, the MSPP shares and PSUs
have the effect of providing competitive and leveraged long-term incentive
opportunities which will deliver awards for achieving long-term performance
goals of the Company and assuring that key employees have earnings
opportunities similar and comparable to their peers employed at publicly
traded companies and to help them build ownership in the Company.
The Committee determines and approves the amounts of all grants to
executive officers and senior management, the terms of the options and the
vesting periods. The size of option grants to executive officers is based
on the individual officer's level of responsibility at the time of grant
and upon market data as provided by an independent compensation consulting
firm.
MANAGEMENT STOCK PURCHASE PROGRAM: The deferral of a portion of cash
awards under the Annual Incentive Program into the purchase of MSPP shares
of restricted stock, described above, is a part of the Long Term Incentive
Program. The MSPP, developed with the assistance of an independent
compensation consulting firm, is intended to increase the incentive for the
Company's senior divisional management and Named Executives to purchase and
hold the Company's stock, thereby more closely aligning their interests
with the interests of the stockholders. Under the MSPP, divisional
management and Named Executives defer at least 20% of their annual
incentive compensation into the purchase of Management Stock Purchase
Shares, which are purchased at 25% below the lower of: (i) the fair market
value on the date of grant, or (ii) the fair market value at the end of the
corresponding fiscal year. The Management Stock Purchase Shares are subject
to a three-year cliff-vesting schedule, and dividends are reinvested in the
form of additional shares. Participants in the MSPP may elect to defer up
to a maximum of 50% of their annual incentive compensation for the purchase
of MSPP shares. MSPP shares acquired by the Named Executives in this fiscal
year are reported in the Summary Compensation Table on page 11 of the proxy
statement.
ANNUAL GRANTS OF OPTIONS AND PERFORMANCE SHARE UNITS: Last fiscal
year, the Company established, upon recommendation of the Committee, a
program pursuant to the 1998 Long Term Incentive Plan authorization under
which certain senior management and executives will be rewarded for the
achievement of long-term corporate strategic goals. Key employees are
awarded, on an annual basis, long-term incentive awards consisting of two
components: stock options and PSUs (discussed in further detail below).
Awards granted this fiscal year were split 50-50 between these two
components, but the split may vary from year to year based on market
conditions.
The value of the stock option portion of the awards granted this year
was based on 50% of the assigned aggregate individual's long-term incentive
award, was granted at the fair market value as of the date of grant and
vests over 5 years. The balance of the long-term incentive award (50%) to
each individual was in the form of PSUs which are shares set aside and,
after a three-year performance cycle period, may be distributed to the
extent key financial targets of the Company discussed below are met. One
PSU equals one share of Company Common Stock. For the July 2000-June 2003
performance cycle, the metrics that will be used to determine whether the
PSUs will be granted at the end of the performance cycle are: specific
measured improvements on return on total capital and growth in operating
income. The metrics for each performance cycle may vary depending on the
targets established by the Committee and approved by the Board. Performance
will vary depending upon results measured by the matrix which could result
in none of the PSUs being distributed. The award of PSUs is intended to
focus divisional management and executive officers on the overall financial
9
success of the Company. The awards of PSUs to Named Executive are shown on
the chart on page 14 of this proxy statement.
RESTRICTED STOCK GRANTS IN FISCAL 2001: This fiscal year the
Committee awarded restricted stock grants on an ad-hoc basis to certain
senior divisional management, executive officers and other key employees
for retention and incentive purposes. The grants of the restricted stock
are approved by the Committee and provide for a three-year vesting period.
Dividends on restricted stock accrue during the vesting period, after which
they are paid as additional shares at the date of payout. During the last
fiscal year, the Committee authorized the Company to grant a total of
47,500 shares of restricted stock to be allocated among certain key
employees. Grants to the Named Executives for the fiscal year are reported
in the Summary Compensation Table on page 11 and in the 1998 Long Term
Incentive Plan Awards Table on page 22 of this proxy statement.
Fiscal 2001 Compensation of the Chief Executive Officer
The Committee reviewed information provided by independent
professional compensation consultants in determining the total compensation
for Mr. Trainor for fiscal 2001 and reviewed the financial and non-
financial goals established for Mr. Trainor at the end of the prior fiscal
year in determining the amount of the annual incentive to be paid for
fiscal year 2000 performance.
Effective October 1, 2000, the base salary of Mr. Trainor, the Chief
Executive Officer, was increased from $650,000 to $670,000 per year. This
increase reflected the Committee's determination that Mr. Trainor's base
salary should be at or near the 75th percentile target for base salary of
other chief executives of companies the size and complexity of Standex. The
Committee believes that this aggregate compensation is more in line with
Mr. Trainor's peers in CEO positions with diversified manufacturing
companies of similar revenue size and with similar perceived complexities
in the operation of their business. The Board of Directors approved this
recommendation. The Committee recommended and the Board approved an annual
incentive payment of $236,275 for Mr. Trainor for fiscal 2000. The annual
incentive payment for fiscal 2000 reflected achievement of certain
financial and non-financial Corporate performance goals under the fiscal
2000 Corporate BPP.
Policy on Deductibility of Compensation
The tax deductibility by a corporation of compensation in excess of
$1 million paid to the Chief Executive Officer and any other of its four
most highly compensated executive officers is limited by Section 162(m) of
the United States Internal Revenue Code (the "Code"). "Performance-based"
compensation, as defined in the Code, may be excluded from the $1 million
limit, if among other requirements, the compensation is payable only upon
attainment of pre-established, objective performance goals under a plan
approved by shareholders.
The Committee does not presently expect that total compensation,
subject to the limitations under Section 162(m), for any individual
executive will exceed the $1 million limit. While it is the intent of the
Committee to remain competitive and to continue to reflect compensation
policies in total compensation decisions for the CEO and Named Executives,
the Committee will continue to monitor the compensation levels, for
purposes of Section 162(m) limitations, that may become payable under the
compensation programs of the Company and to structure compensation levels
so that they are in the best interests of the Company while satisfying
Company compensation policies.
Compensation Committee
Walter F. Greeley, Chairman
Samuel S. Dennis 3d
Daniel B. Hogan
H. Nicholas Muller, III
EXECUTIVE COMPENSATION
The following table shows for fiscal years ending June 30, 2001, 2000
and 1999, the cash compensation as well as certain other compensation, paid
to the Company's chief executive officer and the four other most highly
compensated executive officers, other than the chief executive officer, who
were serving as executive officers ("the named executive officers") at June
30, 2001.
SUMMARY COMPENSATION TABLE
Long Term Compensation
---------------------------------
Annual Compensation Awards Payouts
------------------------------------------ ----------------------- -------
Other Restricted Securities
Annual Stock Underlying LTIP
Name and Fiscal Compen- Awards Options/ Payouts All Other
Principal Position Year Salary($) Bonus($) sation(4) ($)(5) SARs(#) ($)(1) Compensation(2)(3)
------------------ ------ --------- -------- --------- ---------- ---------- ------- ------------------
<s> <c> <c> <c> <c> <c> <c> <c> <c>
Edward J. Trainor 2001 $665,000 $177,206 $19,670 $ 35,810 39,100 $ 3,300 $12,023
President/CEO 2000 $645,750 $176,000 $14,671 $430,956 26,000 $13,920 $12,264
1999 $624,750 $160,000 $ -0- 50,000 $16,500 $ 8,611
David R. Crichton 2001 $410,250 $ 64,285 $21,407 $ 38,971 23,700 $ 1,980 $10,953
Executive Vice 2000 $386,750 $ 88,000 $ 7,332 $ 35,090 15,100 $11,600 $11,194
President/Operations 1999 $363,500 $ 75,000 $ -0- $14,520 $10,893
Edward F. Paquette 2001 $295,750 $ 49,378 $10,963 $ 19,963 14,200 $ -0- $ 7,606
Vice President/CFO 2000 $278,500 $ 60,000 $ 4,998 $ 66,048 9,100 $ -0- $ 7,847
1999 $261,250 $ 35,000 $ 77,625(6) 3,900 $ -0- $ 3,685
Jerry G. Griffin 2001 $235,500 $ 23,958 $ 7,978 $ 14,521 11,400 $ 2,310 $ 7,606
Group Vice President, 2000 $224,250 $ 52,000 $ 4,329 $ 72,309 7,300 $12,180 $ 7,847
Food Service Group
Peter G. Gerstberger 2001 $222,500 $ 40,618 $13,529 $ 24,637 10,800 $ -0- $ 7,226
Group Vice President,
Consumer Group
<FN>
___________________
<F1> LTIP Payouts reflect payments received by the named executive
officers pursuant to the Company's profit improvement plan. This plan
was terminated with regard to future grants in fiscal year 1996. The
outstanding grants mature over five years from date of grant, vesting
one-third per year in the last three years of the five year term. At
maturity, the increase, if any, in the earnings per share of the
Company over the base year is accorded a price/earnings ratio of 10
and is paid to the participant in cash. There is no maximum payout.
<F2> All other compensation includes contributions made by the Company to
the Standex Employees' Stock Ownership Plan, a defined contribution
plan that was merged along with the Company's 401(k) Plan into the
Standex Retirement Savings Plan in fiscal 2000. Estimates of the
aggregate amounts contributed to this Plan during fiscal 2001 were
$3,356 for each named executive officer; $3,847 for Messrs. Trainor,
Crichton, Paquette and Griffin in fiscal 2000; and $4,611 for Messrs.
Trainor and Crichton and $2,305 for Mr. Paquette for fiscal 1999.
<F3> This amount includes the dollar value of term life insurance premiums
paid by the Company for Mr. Crichton, $3,347 in both 2001 and 2000,
and $2,282 in 1999 and $4,417 in both 2001 and 2000 for Mr. Trainor.
Also included are contributions to the Company's 401(k) portion of
the Standex Retirement Savings Plan as follows: for 2001, $3,870 for
Mr. Gerstberger and $4,250 for Messrs. Trainor, Crichton, Paquette
and Griffin; for 2000, $4,000 for each of the named executive
officers (excluding Mr. Gerstberger); and for 1999, $4,000 for
Messrs. Trainor and Crichton, and $1,380 for Mr. Paquette.
<Page> 11
<F4> For 2001 this amount represents the spread between the closing market
price of the stock on June 30, 2000 ($15.875) and the price paid by
each named executive ($11.91) multiplied by the number of restricted
stock units acquired pursuant to the Management Stock Purchase
Program ("MSPP") as further discussed in Note 5. For 2000 this amount
represents the spread between the closing market price of the stock
on September 10, 1999 ($25.25) and the price paid by each of the
named executives ($18.94) multiplied by the number of restricted
stock units acquired pursuant to the MSPP.
<F5> Included in this column are restricted stock unit grants ("RSUs")
made under the 1998 Long Term Incentive Plan of 15,000, 1,000, 2,200
and 2,450 shares, made in fiscal 2000 respectively to Messrs.
Trainor, Crichton, Paquette and Griffin with the following aggregate
values, based on a market value of the stock on June 30, 2000 of
$15.87: $238,050 (Mr. Trainor); $15,870 (Mr. Crichton); $34,914 (Mr.
Paquette); and $38,882 (Mr. Griffin). There are no performance based
restrictions to vesting. The RSUs vest after a three-year holding
period, and dividends will accrue and be paid in the form of
additional stock at the end of the vesting period. No such RSU grants
were made in fiscal 2001.
All other amounts listed represent the dollar amount (net of any
consideration paid by the named executive) of RSUs received pursuant
to the MSPP. These amounts are determined by multiplying the number
of units received by the lower of (i) the closing market price of the
stock on the date of grant or (ii) the closing market price of the
stock on the last day of the just completed fiscal year. In June,
2000 and 1999, each of the named executives, respectively, elected to
defer a portion of his annual bonus compensation into the purchase of
restricted stock under the MSPP. The shares were purchased for 25%
below the fair market value on June 30, 2000 for fiscal 2001 and for
25% below the fair market value on the date of purchase for fiscal
2000. They are subject to a three-year cliff vesting period from the
respective dates of purchase. Each share was purchased for $11.91 in
fiscal 2001 (June 30, 2000 closing price of $15.875 less 25%) and for
$18.94 (closing price of $25.25 less 25%) in fiscal 2000. There are
no performance based restrictions to vesting. Dividends accrue and
are reinvested in the form of additional shares. For fiscal 2001,
under the MSPP, the named executives purchased the following number
of RSUs (inclusive of reinvested dividends): 5,106 (Mr. Trainor);
5,557 (Mr. Crichton); 2,845 (Mr. Paquette), 2,071 (Mr. Griffin) and
3,511 (Mr. Gerstberger). The aggregate values of these RSUs based on
the closing market price of Company stock on June 30, 2001 ($23.60)
for each named executive is: $120,501 (Mr. Trainor); $131,145 (Mr.
Crichton); $67,142 (Mr. Paquette); $48,876 (Mr. Griffin) and $82,860
(Mr. Gerstberger). Under the MSPP, the named executives held the
following number of RSUs (inclusive of reinvested dividends) as of
June 30, 2000: 2,404 (Mr. Trainor); 1,202 (Mr. Crichton); 820 (Mr.
Paquette); 710 (Mr. Griffin). The aggregate values of these RSUs,
calculated based on the closing market price of Company stock of
$15.87, on June 30, 2000, for each named executive are as follows:
$38,151 (Mr. Trainor); $19,076 (Mr. Crichton); $13,013 (Mr.
Paquette); $11,268 (Mr. Griffin).
<F6> This reflects an RSU grant of 3,000 shares, with an aggregate value
of $82,125, based on a market value of the stock on June 30, 1999 of
$27.375. There are no performance based restrictions to vesting. The
RSUs vest in annual increments equal to one-third of the total
shares. Dividends will accrue and be paid in the form of stock at the
end of the vesting period. There were no other RSU grants during
fiscal 1999 to the other named executives.
</FN>
___________________
12
Stock Options
The following table provides information on stock options granted to
the named executives in fiscal 2001. This information is also provided in
the Summary Compensation Table, on page 11 of this proxy statement, in the
column entitled "Securities Underlying Options/SARs."
STOCK OPTION/ SAR GRANTS IN FISCAL 2001
INDIVIDUAL GRANTS
Number of
Securities % of Total Grant Date
Underlying Options Granted Exercise or Present
Options to Employees Base Price Expiration Value
Name Granted(#)(1) in Fiscal Year ($/Sh) Date ($)(2)
---- ------------- --------------- ----------- ---------- ----------
<s> <c> <c> <c> <c> <c>
Edward J. Trainor 39,100 20.97% $18.69 8/22/07 $217,419
David R. Crichton 23,700 12.71% $18.69 8/22/07 $131,786
Edward F. Paquette 14,200 7.61% $18.69 8/22/07 $ 78,961
Jerry G. Griffin 11,400 6.11% $18.69 8/22/07 $ 63,391
Peter G. Gerstberger 10,800 5.79% $18.69 8/22/07 $ 60,055
<FN>
___________________
<F1> Options granted are first exercisable one year from the respective
dates of grant in annual increments of one-third of the aggregate
shares subject to grant for Messrs. Trainor, Crichton and Paquette,
and one-fifth of the aggregate number of shares for Messrs. Griffin
and Gerstberger. All options were granted at a purchase price per
share of 100% of the fair market value of the Company's Common Stock
on the date of grant. The options will be exercisable immediately
upon a change in control of the Company as that term is defined in
the 1998 Long Term Incentive Plan of the Company under which all of
the options were respectively granted.
<F2> In accordance with Securities and Exchange Commission Rules, the
Black-Scholes option pricing model was chosen to estimate the grant
date present value of the options granted. Assumptions used to
calculate Grant Date Present Value for each of the options granted
were: expected volatility, .355; risk free rate of return, 6.04%;
dividend yield, 4.28%; and time of exercise, 7 years. The valuation
model was not adjusted for non-transferability, risk of forfeiture or
the vesting restrictions in the option. The Company does not believe
that the Black-Scholes model used, or any other model whether or not
modified, can accurately determine the future value of an option
because such values depend on future unpredictable factors. The
future values realized may vary significantly from the values
estimated by the Black-Scholes model or any other model. Any future
values realized will ultimately depend upon the excess of the market
price of the stock over the grant price on the date the option is
exercised.
</FN>
13
The following table provides information on stock options exercised
during fiscal 2001 and options outstanding on June 30, 2001.
AGGREGATED OPTION/ SAR EXERCISES IN FISCAL 2001
AND FISCAL YEAR END OPTION VALUES
Number of Securities Value of Unexercised
Underlying Unexercised Options In-the-Money Options at
At Fiscal Year End Fiscal Year End($)(2)
Shares Acquired Value Exercisable/(E) Exercisable/(E)
Name On Exercise (#) Realized ($)(1) Unexercisable/(U) Unexercisable/(U)
---- --------------- --------------- ------------------------------ -----------------------
<s> <c> <c> <c> <c>
Edward J. Trainor 108,000 $160,000 57,000 (E) $ 5,200 (E)
73,100 (U) $202,479 (U)
David R. Crichton -0- -0- 28,034 (E) $ 3,020 (E)
33,766 (U) $122,466 (U)
Edward F. Paquette -0- -0- 28,534 (E) $ 1,820 (E)
20,266 (U) $ 73,397 (U)
Jerry G. Griffin -0- -0- 11,460 (E) $ 876 (E)
17,240 (U) $ 59,507 (U)
Peter G. Gerstberger -0- -0- 2,360 (E) $ 2,541 (E)
17,740 (U) $ 58,907 (U)
<FN>
___________________
<F1> Value Realized equals the fair market value of underlying securities
at time of exercise, minus the exercise price, multiplied by the
number of shares acquired without deducting for taxes paid by the
employee.
<F2> Calculated based on June 30, 2001 market price of $23.60 less the
price to be paid upon exercise.
</FN>
The following table provides information on Performance Share Units
awarded under the 1998 Long Term Incentive Plan during fiscal 2001.
LONG TERM INCENTIVE PLAN AWARDS IN FISCAL 2001
Estimated
Future Payouts
Under Non-Stock
Performance or Price-Based Plans
Number of Other Period Until (Target Number of
Performance Maturation Performance Share
Name Share Units Or Payout Units(1))
---- ----------- ------------------ -----------------
<s> <c> <c> <c>
Edward J. Trainor 15,700 July 2000-June 2003 15,700
David R. Crichton 9,500 July 2000-June 2003 9,500
Edward F. Paquette 5,700 July 2000-June 2003 5,700
Jerry G. Griffin 4,600 July 2000-June 2003 4,600
Peter G. Gerstberger 4,300 July 2000-June 2003 4,300
14
<FN>
___________________
<F1> In fiscal year 2001, the Compensation Committee (the "Committee")
authorized the award under the 1998 Long Term Incentive Plan of
Performance Share Units ("PSUs"). The PSUs earned by the named
executives at the end of the three-year performance cycle will be
determined by the Board of Directors upon the recommendation of the
Committee. One PSU represents one share of Company Common Stock set
aside and designated as a PSU. At the end of fiscal year 2003, a
Company performance matrix will be examined to determine whether the
Company's long-term financial goals have been met such that PSUs may
be distributed. The financial measures selected for the above
performance period range between 8% and 12% return on total capital
and between 2% and 10% growth in operating income. The Committee has
the discretion to amend the financial performance measures under the
PSU program. Performance will vary depending upon results measured by
the matrix which could result in none of the PSUs being distributed
at the end of the three-year performance cycle. Based on the
foregoing, threshold and maximum amounts cannot be quantified.
Recipients of the PSUs do not receive dividend rights until such time
as the shares underlying the PSUs have been issued. There are no
holding restrictions on the Company stock once the PSUs are
distributed.
</FN>
___________________
Pension Plan Table
The following table shows the estimated annual benefits payable upon
retirement for the named executive officers (other than Mr. Paquette who
does not participate in the Company's retirement plans) in the Summary
Compensation Table and years of service classifications indicated under the
Company's retirement plans:
Years of Service
---------------------------------------------
Average Compensation 10 20 25 30
-------------------- -- -- -- --
<s> <c> <c> <c> <c>
200,000 27,000 54,000 67,500 81,000
300,000 40,500 81,000 101,250 121,500
400,000 54,000 108,000 135,000 162,000
500,000 67,500 135,000 168,750 202,500
600,000 81,000 162,000 202,500 243,000
700,000 94,500 189,000 236,250 283,500
800,000 108,000 216,000 270,000 324,000
900,000 121,500 243,000 303,750 364,500
1,000,000 135,000 270,000 337,500 405,000
1,100,000 148,500 297,000 371,250 445,500
Pensions are computed on a straight-life annuity basis and are not
reduced for Social Security or other offset amounts. Participants receive a
pension based upon average compensation in the three highest consecutive
calendar years multiplied by the number of years of service, times 1.35%.
Effective December 31, 1997 accrual rates under the Company's qualified
retirement plan for certain named executives in the Summary Compensation
Table are as follows: Mr. Trainor 3.85%; Mr. Crichton 2.35%; and Messrs.
Griffin and Gerstberger 2.35%. In addition, participants who were ever
employed by the Company in the position of Corporate Vice President, Senior
Vice President, Executive Vice President, General Counsel or Group Vice
President will receive an accrual rate of 2.35% and Division Presidents
will receive an accrual rate of 1.60%. Average annual compensation is
determined by adding the three highest consecutive years' earnings and
dividing by three.
The Internal Revenue Code of 1986, as amended, limits the benefits
which may be paid from a tax-qualified retirement plan. As permitted by the
Employee Retirement Income Security Act of 1974, the Company has a non-
qualified Supplemental Retirement Plan to provide for the full payment of
the above
15
pensions to the extent the pension amounts exceed tax-qualified limits. The
pension amounts that exceed tax-qualified limits are accounted for by the
Company as an operating expense and are accrued over the expected working
career of the employee.
As a mechanism for funding the pension amounts that exceed the tax-
qualified limits, in fiscal year 2000 the Company issued restricted stock
to salaried employees who are projected to have an unfunded Supplemental
Retirement Plan benefit greater than 20% of his/her total retirement
benefit. The restricted stock was issued pursuant to the 1998 Long Term
Incentive Plan ("LTIP"). The number of shares of restricted stock issued to
each such employee was dependent upon his/her age in fiscal year 2000. For
each such employee between ages 55 and 60, 50% of the Supplemental
Retirement Plan benefit is funded with restricted stock. For each such
employee between ages 60 and 63, 75% of the obligation is funded with
restricted stock, and for each such employee age 63 and older, 85% of the
obligation is funded with restricted stock. Each such employee made an
election to participate in this restricted stock award. At the employee's
respective retirement, if the value of the restricted stock equals or
exceeds the value of the supplemental benefit, the restricted stock only
shall be issued. If the value of the stock is less than the calculated
supplemental benefit, cash shall be used to satisfy the remaining unfunded
supplemental pension benefit. Because of the LTIP limitations on issuance
of RSUs the balance of Mr. Trainor's election to receive RSUs was completed
in fiscal 2001. In satisfaction of this election Mr. Trainor received a
grant of 10,651 shares. These shares are reported on the Stock Ownership
Table on page 4 of this proxy statement.
The compensation covered by the pension benefit is based on the
combined amounts set forth under the headings "Salary" (on a calendar year
basis), "Bonus" and "LTIP Payouts" of the Summary Compensation Table. The
years of credited service as of June 30, 2001 for the executive officers
named on the Summary Compensation Table are as follows: Edward J. Trainor,
17 years; David R. Crichton, 29 years; Jerry G. Griffin, 21 years and Peter
G. Gerstberger, 2 years. Mr. Paquette does not participate in the Company
Retirement Plan.
Employment Agreements and Change in Control Arrangements
Messrs. Trainor, Crichton and Paquette each have employment
agreements with the Company, which provide for full-time employment for
Messrs. Trainor and Crichton through December 31, 2002, and full-time
employment until August 31, 2001 for Mr. Paquette. Mr. Paquette retired
from the Company on August 31, 2001. Mr. Trainor's employment agreement
automatically renews for two consecutive three-year terms unless notice of
termination is given one year prior to the end of the then current term.
The agreements provide for the payment of minimum annual compensation to
the executives along with participation in benefit programs available to
all executives. Their respective agreements prohibit Messrs. Trainor,
Crichton and Paquette from competing with the present or future business of
the Company for two years subsequent to the termination of their respective
employments. Mr. Trainor presently receives base compensation under his
agreement at an annual rate of $670,000, Mr. Crichton receives $416,000 and
Mr. Paquette receives $300,000.
The named executives' respective employment agreements contain
provisions that protect the executives from termination of employment in
the event of a hostile change in control as defined in their employment
agreements. These provisions require, in the event of termination,
subsequent to such a change in control, payment of three times the
respective executive's then current, annual base salary and bonus (except
for Mr. Paquette, who would receive one times his then current, annual base
salary and bonus), 100% vesting in all benefit plans in which the executive
participates and three additional years of benefit service credited to the
executive under the Company's retirement plans (except for Mr. Paquette).
Additionally, all life and medical insurance plans would be continued for
three years for each terminated executive, other than Mr. Paquette, who
would receive continued life insurance and medical plan benefits for a one-
year period. Finally, Mr. Paquette would become 100% vested in all options
granted pursuant to his employment agreement.
16
Further, the named executives' respective employment agreements
contain provisions providing that, in the event of a hostile change in
control as defined in their employment agreements, and if in such event the
Internal Revenue Service (the "IRS") imposes an excise tax on the payments
received under the respective employment agreements, then the Company will
fully fund any excise tax assessed against the named executive, such that
the payments received by the named executive will not be reduced by any
IRS-imposed tax penalty.
OTHER INFORMATION CONCERNING THE COMPANY
BOARD OF DIRECTORS AND ITS COMMITTEES
Six meetings of the Board of Directors were held during the fiscal
year ended June 30, 2001. Each director of the Company attended at least
75% of the meetings held during the year by the Board and all committees on
which the director served with the exception of Mr. Bolten, Jr. who
attended 67% of the meetings.
Compensation Committee
The Board has a Compensation Committee consisting of Messrs. Greeley
(Chairman), Dennis, Hogan and Muller. During fiscal 2001, the Committee
held seven meetings. The Committee makes recommendations to the Board on
the compensation of the top management of the Company and reviews the
compensation of top divisional management of the Company. Between meetings
of the Board of Directors, the Committee exercises the powers of the Board
pertaining to the Employee Stock Purchase Plan, the 1994 Stock Option Plan
and the 1998 Long Term Incentive Plan.
Audit Committee
Messrs. Landry (Chairman), Fenoglio and Greeley serve on the
Company's Audit Committee. All of these directors are independent as
defined by the New York Stock Exchange rules. During fiscal 2001, the
Committee met on five occasions. The Audit Committee reviews, both prior to
and after the audit, the Company's financial reporting function, the scope
and results of the audit performed (or to be performed) by the independent
auditors of the Company and the adequacy of the Company's internal controls
and reports thereon to the Board of Directors. During fiscal year 2000, the
Committee recommended the adoption by the Board of an Audit Committee
Charter which sets forth the responsibilities and duties of the Committee.
The Board approved and adopted the Committee Charter on October 26, 1999.
At the recommendation of the Committee, on April 25, 2001 the Board of
Directors adopted an amended version of the Charter. The current Charter
appears as Appendix A hereto. The report of the Committee for the past
fiscal year appears below.
Audit Committee Report
The Audit Committee of the Board of Directors (the "Committee") is
entirely made up of independent directors as defined in the New York Stock
Exchange listing standards. It operates pursuant to a charter, which
appears below.
The Committee reviews the Company's financial reporting process on
behalf of the Board of Directors. Management has the primary responsibility
for the financial statements and the reporting process. The independent
auditors are responsible for expressing an opinion on the conformity of the
Company's audited financial statements with accounting principles generally
accepted in the U. S.
17
In this context, the Committee has reviewed and discussed with
management and the independent auditors the audited financial statements.
The Committee has discussed with the independent auditors the matters
required to be discussed by Statement on Auditing Standards No. 61
(Communication with Audit Committees), as amended by Statements on Auditing
Standards Nos. 89 and 90. In addition, the Committee has received from the
independent auditors the written disclosures required by Independence
Standards Board Standard No. 1 (Independence Discussions with Audit
Committees) and discussed with them their independence from the Company and
its management. And, the Committee has considered whether the independent
auditors' provision of non-audit services to the Company is compatible with
the auditors' independence.
In reliance on the reviews and discussions referred to above, the
Committee recommended to the Board of Directors, that the audited financial
statements be included in the Company's Annual Report on SEC Form 10-K for
the year ended June 30, 2001, for filing with the Securities and Exchange
Commission.
Audit Committee
C. Kevin Landry, Chairman
William R. Fenoglio, Member
Walter F. Greeley, Member
Nominating Committee
During the fiscal year, the Nominating Committee of the Board
consisted of Messrs. Muller (Chairman), King, Sackel and Trainor. The
function of the Committee is to consider and recommend to the Board
nominees for election as directors of the Company. The Committee will
consider nominees recommended by stockholders. Although no formal procedure
has been established, stockholders may submit recommendations to the
Secretary of the Company, 6 Manor Parkway, Salem, New Hampshire 03079 at
the time set forth for submitting shareholder proposals generally.
Directors' Fees
During fiscal 2001, the Company paid certain non-employee directors
$22,000 as a retainer plus $1,000 for each Board meeting attended. Each
director also received $750 for each Committee meeting attended.
Additionally, non-employee directors serving as Committee chairmen were
paid $1,000 for serving in that capacity for the fiscal year. The Chairman
of the Board receives an additional annual retainer of $2,000.
Indebtedness of Management
The Company has a Stock Option Loan Plan pursuant to which it has
made loans to employees to enable them to exercise stock options. Loans
under this plan are made at market interest rates at the time the loan is
extended. The loans must be repaid within ten years. Regular quarterly
payments are made which reduce the outstanding indebtedness. The Company
holds as collateral all stock received on the exercise of options under
this plan.
The largest amount of indebtedness outstanding under this plan as to
certain directors and officers of the Company at any time since the
beginning of the last fiscal year, as well as the amount outstanding as of
July 31, 2001, is as follows:
18
Largest
Amount Amount
Outstanding Outstanding
Name of Since As of
Individual July 1, 2000 July 31, 2001
---------- ------------ -------------
<s> <c> <c>
Jerry G. Griffin $157,766 $ -0-
PROPOSAL 2-AMENDMENT TO THE EMPLOYEE STOCK PURCHASE PLAN
The Standex International Corporation Employee Stock Purchase Plan
(the "ESPP") was adopted by the Board of Directors on July 30, 1997 and
approved by the stockholders on October 28, 1997. The ESPP originally
allowed 400,000 shares of Common Stock to be purchased by U. S. resident
employees who are not 5% stockholders of the Company. The purpose of the
Plan is to provide a convenient low cost vehicle for employees to become
investors in the Company. There are approximately 815 employees who
participate in the ESPP out of 3,900 eligible employees. The Board believes
that employees who acquire a proprietary interest in the Company through
the purchase of stock will be more highly motivated to advance the
interests of the Company. The number of shares of Common Stock presently
available for purchase is 97,825 shares and based upon estimated and
historical quarterly usage this amount would not be sufficient for
purchases through the end of October, 2002. The Board of Directors has
adopted an amendment to the ESPP, subject to stockholder approval, to
increase by 200,000 the number of shares of Common Stock of the Company
available for purchase under the ESPP.
Description of Material Features of the ESPP
Eligibility. A U. S. resident employee who works 20 hours or more per
week is eligible to participate in the ESPP as of the first day of any
calendar quarter after the employee becomes employed by the Company. Non-
employee directors and employees (i) who are customarily employed for not
more than five months in any calendar year or (ii) who own 5% or more of
the voting stock of the Company are not eligible. All eligible employees
enjoy equal rights and privileges under the ESPP.
Stock Subject to the ESPP. The stock offered under the ESPP consists
of shares of the Common Stock of the Company, par value $1.50 per share,
and may include authorized but unissued shares or treasury shares. At July
31, 2001, the market value of the Common Stock was $23.35.
Purchase of Stock. The ESPP grants to each eligible employee an
option, on the first business day of each quarter, to purchase shares of
Common Stock on the last business day of each quarter. The price paid is
85% of the market price on the New York Stock Exchange at the beginning or
end of the quarter, whichever is less. The purchase price will be paid by
payroll deductions which may not exceed 10% of gross compensation up to a
maximum of $7,500 per year.
Participation. A participant may increase or decrease his/her payroll
deduction once every three months. A participant may withdraw from the ESPP
at any time but may not reenter the ESPP until the commencement of the
calendar quarter following the expiration of three months from his/her last
termination of participation. In the event of termination of participation,
any withholdings made from the participant's pay during the then current
quarter shall be either used to purchase shares under the ESPP at the end
of that quarter or, if the participant so requests prior to the end of that
quarter, refunded to the participant. Upon termination of employment, a
certificate will be issued for all whole shares totaling 100 or more and a
check will be issued for any fractional shares remaining in the
participant's account. Shares totaling less than 100 will be sold by the
transfer agent and the proceeds remitted to the participant.
19
Amendment, Termination. Either the Board of Directors of the Company
or the Compensation Committee of the Board of Directors of the Company (the
"Committee") may amend or terminate the ESPP at any time, except that,
without the approval of a majority of the shares of stock of the Company
then issued and outstanding and entitled to vote, no amendment shall be
made (i) increasing the aggregate number of shares which may be issued
under the ESPP (except pursuant to recapitalizations, reclassifications,
stock splits, stock dividends or other subdivisions or combinations
affecting the Common Stock) or (ii) changing the class of employees
eligible to receive options under the ESPP.
Taxes. The ESPP is intended to qualify as an "employee stock purchase
plan" under Section 423 of the Internal Revenue Code of 1986, as amended.
This section provides that participants do not realize any income at the
date of grant or at the time of receipt of the shares and that such income
is postponed until they dispose of the shares. The tax consequences to
participants upon disposition is dependent upon the variables determining
the option price, the sale price and the holding period. The Company is
entitled to a deduction under Section 162 of the Internal Revenue Code only
to the extent that ordinary income is realized by the participant as a
result of disqualifying dispositions.
Administration. The ESPP will be administered by the Committee which
is empowered to adopt rules and regulations concerning the administration
and interpretation of the ESPP.
Plan Duration. The ESPP will continue in effect until (i) the day
that participants become entitled to purchase a number of shares equal to
or greater than the number of shares remaining available for purchase, or
(ii) terminated by the Committee.
Participation in the ESPP is voluntary and is dependent upon each
eligible employee's election to participate and such employee's
determination as to the level of payroll deductions. Accordingly, future
purchases under the ESPP are not determinable. The following table sets
forth certain information regarding shares purchased during the last fiscal
year under the ESPP by each of the named executive officers, all current
executive officers as a group and all employees and non-executive officers
as a group:
Number of
Name and Position Dollar Value ($) Shares Purchased
----------------- ---------------- ----------------
<s> <c> <c>
Edward J. Trainor $ 7,495 459
President/CEO
David R. Crichton $ 7,495 459
Executive Vice President/Operations
Edward F. Paquette $ 7,495 459
Vice President/CFO
Jerry G. Griffin $ 246 15
Group Vice President/Food Service Group
Peter G. Gerstberger $ 7,495 459
Group Vice President/Consumer Group
All Executive Officers as a Group (7 persons) $ 41,362 2,531
All Employees and Non-Executive Officers
as a Group (approximately 815 persons) $1,198,598 73,548
21
Effect of Vote. A favorable vote by the holders of a majority of the
Company's Common Stock present or represented and entitled to a vote at the
Annual Meeting, at which a quorum is present, is required to adopt the
proposed amendment to the ESPP.
The Board of Directors recommends a vote "FOR" the proposal to amend
the Standex International Corporation Employee Stock Purchase Plan in order
to increase by 200,000 the number of shares of Common Stock available for
purchase under the Plan. Proxies solicited by the Board of Directors will
be voted FOR this proposal unless a contrary vote is specified.
PROPOSAL 3 - AMENDMENT TO THE 1998 LONG TERM INCENTIVE PLAN
The Standex International Corporation 1998 Long Term Incentive Plan
(the "Plan") allows the Company to grant various forms of long-term
incentives to its key employees.
The Plan was adopted by the Board of Directors on July 29, 1998 and
approved by the stockholders on October 27, 1998. The purpose of the Plan
is to attract, compensate and retain officers, outside directors and key
employees of the Company and to align the financial interests of these key
employees with the stockholders of the Company. The Board believes that
employees and directors who acquire a proprietary interest in the Company
through the acquisition of stock will be more highly motivated to advance
the interests of the Company. Further, the Board believes that over the
years the Company's stock option plans have benefited stockholders by
allowing the Company to attract, retain and motivate its key employees.
There are approximately 100 employees who will be eligible to participate
in the Plan. Under the Plan, 456,101 shares have been granted in the form
of stock options and 207,479 shares have been granted in the form of
restricted stock grants leaving 136,400 shares remaining available for
grants. The number of shares remaining available for grant are not
sufficient to continue the objectives of the Board relating to attracting
and retaining key Company employees and motivating such employees to
advance the interests of the Company.
The Board of Directors has adopted an amendment to the Plan, subject
to stockholder approval, to increase the total number of shares available
for grant by 800,000, of which a maximum of 400,000 would be available for
issuance in the form of stock awards. All other grant limitations under the
Plan would remain in effect.
Description of Material Features of the Plan
General. The purpose of the Plan, in addition to attracting and
retaining key management employees and outside directors, is to increase
stockholder value by providing compensatory incentives to certain key
employees and directors to motivate them to apply their best efforts
towards improving the performance of the Company.
Stock Subject to the Plan. The stock offered under the Plan consists
of shares of the Common Stock of the Company, par value $1.50 per share,
and may include authorized but unissued shares or treasury shares. Under
the proposed amendment an additional 800,000 shares of Company Common Stock
would be available to make grants, of which the maximum number of shares
issuable in the form of Stock Awards (as described on page 23) under the
Plan is 400,000. At July 31, 2001, the market value of the Common Stock was
$23.35. The maximum number of shares of Common Stock issuable in the form
of Non-Statutory Stock Options or Incentive Stock Options to any individual
employee is 25% of all options eligible to be granted in any 12-month
period. The maximum number of shares of Common Stock issuable in the form
of Stock Awards to any individual employee is 50,000 shares of Common
Stock in any 12-month period.
21
Administration and Eligibility. The Plan is administered by the
Compensation Committee of the Board of Directors of the Company (the
"Committee") which consists of two or more non-employee, disinterested
directors (as that term is defined in Rule 16b-3 promulgated under the
Securities Exchange Act of 1934 [the "Exchange Act"] or any similar rule
that may subsequently be in effect) designated by the Board of Directors.
Each of these directors is an "outside director" within the meaning of
Section 162(m)(4)(C)(i) of the Internal Revenue Code of 1986, as amended
(the "Code") and the regulations promulgated thereunder.
The Committee is authorized, from time to time, to grant non-
statutory stock options, incentive stock options, stock awards and
performance awards (collectively referred to as "Awards") under the Plan to
the Plan participants, as the Committee in its discretion selects. The
Company cannot identify the benefits or amounts that will be received by or
allocated to each of the participants. During fiscal year 2001 the
following benefits or amounts were received by or allocated to each of the
named executives, each nominee for election as a director, all executive
officers as a group and the non-executive officer employee group. No grants
were made to non-executive directors, non-employee directors, or any
associates of any directors, executive officer or nominee.
NEW PLAN BENEFITS
1998 LONG TERM INCENTIVE PLAN AWARDS DURING FISCAL 2001
Name and # of Shares # of Shares # of Shares
Position Stock Options Restricted Stock MSPP PSUs(#)
-------- ------------- ---------------- ----------- -------
<s> <c> <c> <c> <c>
Edward Trainor 39,100 10,651 4,961 15,700
President/CEO
David Crichton 23,700 -0- 5,399 9,500
Executive Vice President/Operations
Edward Paquette 14,200 -0- 2,765 5,700
Vice President/CFO
Jerry Griffin 11,400 -0- 2,012 4,600
Group Vice President,
Food Service Group
Peter G. Gerstberger 10,800 -0- 3,411 4,300
Group Vice President,
Consumer Group
Deborah A. Rosen 8,700 -0- 977 3,500
Nominee for Director
Executive Group 113,900 42,100 21,339 45,700
Non-Executive Officer Employee Group 72,600 5,400 11,781 28,400
The Committee shall determine the terms of the Awards including, but
not limited to, the type, number, vesting requirements and other features
and conditions of such Awards. The Committee shall also interpret the Plan
and adopt rules and guidelines as it deems appropriate to implement the
Plan.
22
Types of Awards/Award Agreements. Each Award shall be evidenced by a
written agreement containing such provisions and conditions as may be
designated by the Committee in accordance with the Plan. Each agreement
shall contain the type of Award granted, the exercise price of any option,
the number of shares subject to the Award, the expiration date of the
Award, the vesting schedule, and any restrictions or conditions placed upon
the Award or the shares which may be issued upon exercise of such Award.
Pursuant to the Plan the following Awards may be granted:
1. Stock Options. Pursuant to the Plan, the Committee may grant non-
statutory stock options to eligible participants and incentive stock
options to eligible employees to purchase shares of Common Stock from the
Company. No non-statutory stock option or incentive stock option may be
granted with a purchase price less than the fair market value of the shares
subject to the option on the date of grant. The term of the stock options
may not be more than ten years from the date of grant. No incentive stock
option may be transferred by other than will or the laws of descent and
distribution. No participant may receive, in any twelve month period, stock
options which in the aggregate represent more than 25% of all options
eligible to be granted under the Plan. Payment of the option price shall be
in such form and manner as approved by the Committee including, but not
limited to, payment in the form of cash, stock or other Awards having a
fair market value on the exercise date equal to the exercise price.
2. Stock Awards. The Committee may make Stock Awards consisting of
the granting of some number of shares of Common Stock to an employee,
without payment, subject to a vesting schedule established by the Committee
and terms and conditions which may be satisfied prior to vesting or any
installment or portion of the Stock Award, including, but not limited to
achievement of specific business objectives, attainment of growth rates,
attainment of profit and/or other performance objectives for the Company or
one of its operating units or groups to be achieved by the end of a
specified period or other measurement of performance. Stock Awards may not
be transferred other than by will or the laws of descent and distribution.
No participant shall be entitled to receive more than 50,000 shares of
Common Stock covered by a Stock Award in any 12-month period. Additionally,
the maximum aggregate number of shares which may be granted under the Plan
in the form of Stock Awards, inclusive of the amount proposed, is 700,000
shares from an aggregate of 1,600,000 (which is comprised of 800,000
approved by the shareholders in 1998 and the additional 800,000 shares
proposed herein).
3. Performance Awards. Performance awards, consisting of the
contingent right of a participant to receive payment of "shares" or
"units," may be granted by the Committee. To the extent that performance
goals, vesting periods and other terms and conditions established by the
Committee are satisfied, the recipient of the award shall receive the value
of the shares or units, based on a formula established by the Committee in
the form of either cash or Common Stock.
Section 162(m) Performance Goals. Pursuant to the Plan, all grants of
performance awards and stock awards to executive officers of the Company
will be granted, administered and subject to the attainment of performance
goals in compliance with the provisions of Section 162(m) of the Code.
Acceleration of Grants. In the event of a change in control of the
Company (as specified in the Plan), all outstanding stock options shall be
100% vested and exercisable upon the participant's termination of
employment or service occurring within 24 months following a change in
control and shall remain exercisable for a period of ten years from the
date of grant.
Federal Income Tax Consequences. THE FOLLOWING INFORMATION IS A
GENERAL SUMMARY, AS OF THE DATE OF THIS PROXY STATEMENT, OF THE FEDERAL
INCOME TAX
23
CONSEQUENCES TO THE COMPANY AND PARTICIPANTS IN CONNECTION WITH
PARTICIPATION IN THE PLAN. THE FEDERAL TAX LAWS MAY CHANGE AND THE FEDERAL,
STATE AND LOCAL TAX CONSEQUENCES FOR EACH PARTICIPANT WILL DEPEND UPON HIS
OR HER INDIVIDUAL CIRCUMSTANCES. EACH PARTICIPANT IS ENCOURAGED TO SEEK THE
ADVICE OF A QUALIFIED TAX ADVISOR REGARDING THEIR SPECIFIC TAX CONSEQUENCES
OF PARTICIPATION IN THE PLAN.
An employee who is awarded an incentive stock option (intended to
qualify under Section 422 of the Code) does not recognize taxable income at
the time of grant or at the time of exercise of the option, but the excess
of the fair market value of the shares acquired over the option price may
be an item of tax preference for purposes of the alternative minimum tax.
If the employee makes no disposition of the shares acquired within a one-
year period after the shares are transferred to him/her (and within two
years after the option was granted), any gain or loss realized on the sale
of the shares will be treated as long-term capital gain or loss. The
Company is not entitled to any deduction in connection with the award or
exercise of an incentive stock option or a disposition of the shares in the
above circumstances. If the employee fails to hold the shares for the
required length of time, the employee will be treated as having received
compensation in the year of disposition in an amount equal to the lesser of
(i) the excess of the fair market value of the shares on the date of
exercise over their option price, or (ii) the gain realized on the sale of
the shares. The compensation recognized is taxable as ordinary income. The
Company will be entitled to a tax deduction for the amount of the
compensation. Excess gain over the amount treated as compensation is
capital gain.
A participant who is awarded a non-statutory stock does not recognize
taxable income at the time of grant, but will recognize compensation income
upon exercise of the option. The income recognized in this event is equal
to the excess of the fair market value of the share upon the exercise date
over the exercise price. Upon disposition of the purchased shares, the
participant will recognize a capital gain or loss, equal to the difference
in the sale price of the shares and the participant's tax basis in those
shares. The tax basis is equal to the exercise price plus the compensation
income recognized with respect to those shares. The Company is not entitled
to a deduction upon grant of such stock options, but is entitled to a
deduction upon the exercise of these options for the amount of compensation
income recognized by the participant.
Performance Awards (in cash and/or Common Stock) will be taxable as
additional compensation to the recipient at the time of payment. Stock
Awards do not constitute taxable income until such time as restrictions
lapse with regard to any installment, unless the participant elects (under
Section 83(b) of the Code) to realize taxable ordinary income in the year
of the Award in the amount equal to the fair market value of the Stock
Award at the time of the Award, determined without regard to restrictions.
The Company will be entitled to a deduction when income is taxable to a
participant. The amount of taxable income to the participant and
corresponding deduction will be equal to the total amount of the cash
and/or dividend equivalents earned on Awards and will be taxable as
compensation to the participant and deductible by the Company at the time
of payment.
Amendment, Termination. The Board of Directors of the Company may
amend or terminate the Plan at any time, except that, without the approval
of a majority of the shares of stock of the Company then issued and
outstanding and entitled to vote, no amendment shall be made to the extent
such approval is required by law, agreement or any exchange on which the
Common Stock is traded, and provided further, that no amendment,
termination or modification may adversely affect the right of a participant
under an outstanding Award without the written permission of such
participant.
The right to grant Awards under the Plan will terminate upon the
earlier of (a) ten years after the effective date of the Plan; or (b) the
date on which the issuance of a number of shares of Common Stock
24
pursuant to the exercise of options or the distribution of stock awards
together with the exercise of performance shares is equivalent to the
maximum number of shares reserved under the Plan as set forth above.
Effect of Vote. A favorable vote by the holders of a majority of the
Company's Common Stock present or represented and entitled to vote at the
Annual Meeting, at which a quorum is present, is required to adopt the
proposed amendment to the Plan.
The Board of Directors recommends a vote "FOR" the proposal to amend
the Standex International Corporation 1998 Long Term Incentive Plan in
order to increase by 800,000 shares of Common Stock of the Company
available for grants under the Plan. Proxies solicited by the Board of
Directors will be voted FOR this proposal unless a contrary vote is
specified.
PROPOSAL 4-APPROVAL OF AUDITORS
Subject to approval by the stockholders, the Board of Directors has
appointed the firm of Deloitte & Touche LLP, independent public
accountants, as auditors of the Company for the year ending June 30, 2002.
This firm and two of its predecessor firms have been auditors of the
Company since 1955.
It is expected that representatives of Deloitte & Touche LLP will be
present at the Annual Meeting of Stockholders where they will have the
opportunity to make a statement, if they desire to do so, and to respond to
appropriate questions.
Audit Fees
The aggregate fees billed for professional services rendered by
Deloitte & Touche LLP for the audit of the Company's annual financial
statements for fiscal 2001 and the reviews of the financial statements
included in the Company's Forms 10-Q for fiscal 2001 were $723,000.
Financial Information Systems Design and Implementation Fees
There were no fees paid to Deloitte & Touche LLP for financial
information systems design and implementation services in fiscal 2001.
Other Fees
The aggregate fees for services rendered by Deloitte & Touche LLP for
fiscal 2001, other than for the audit and financial information systems
design and implementation services, were $501,000.
A copy of the Company's Annual Report on Form 10-K may be obtained,
without charge, by writing to Standex International Corporation, Investor
Relations Department, 6 Manor Parkway, Salem, NH 03079. Alternatively, Form
10-K may be reviewed on line at: www.standex.com.
OTHER PROPOSALS
Management does not know of any other matters which may come before
the meeting. However, if any other matters are properly presented at the
meeting, it is the intention of the persons named in the accompanying proxy
to vote, or otherwise act, in accordance with their judgment on such
matters.
25
Section 16(a) Beneficial Ownership Reporting Compliance
Pursuant to the Securities Exchange Act of 1934, the Company's
executive officers, directors and persons who own more than 10% of the
Company's Common Stock are required to file reports of ownership and
changes in ownership in the Common Stock of the Company under Section 16(a)
with the Securities and Exchange Commission and the New York Stock Exchange
with copies of those reports filed with the Company.
Based solely upon a review of the copies of the reports furnished to
the Company, the Company believes that during fiscal 2001 all executive
officers, directors and persons holding more than 10% of the Company's
Common Stock have complied with such filing requirements except C. Kevin
Landry, who filed one late Form 4 for one transaction which occurred in
December 2000. That report was ultimately filed in August 2001.
STOCKHOLDER PROPOSALS
Any stockholder desiring to submit a proposal for consideration at
the 2002 Annual Meeting of Stockholders must submit such proposal to the
Company, in writing, on or before May 23, 2002.
In order for a shareholder to bring other business before a
shareholder meeting, timely notice must be received by the Company on or
before August 7, 2002.
By the Board of Directors
/s/ Deborah A. Rosen
Deborah A. Rosen, Secretary
September 20, 2001
26
APPENDIX A
AUDIT COMMITTEE CHARTER
PURPOSE
-------
The primary function of the Audit Committee is to assist the Board of
Directors in fulfilling its oversight responsibilities by reviewing: the
financial reports provided by the Corporation to its stockholders and the
general public; the Corporation's systems of internal controls regarding
finance and accounting; and the Corporation's auditing, accounting and
financial reporting process. The Audit Committee's primary duties and
responsibilities are to:
1. Serve as an independent and objective party to monitor the
Corporation's financial reporting process and internal control
system.
2. Oversee and appraise the internal audit department.
3. Select the external auditors and confirm their independence.
4. Provide an open avenue of communication among the external
auditors, financial and senior management, the internal audit
department, and the Board of Directors.
ORGANIZATION
------------
The Audit Committee shall be comprised of three directors as
determined by the Board of Directors, each of whom shall be independent
directors and free from any relationship that, in the opinion of the Board,
would interfere with the exercise of his independent judgement as a member
of the Committee. All members shall have a working familiarity with basic
finance and accounting practices, and at least one member of the Committee
shall, by reason of experience and background, demonstrate a reasonably
high level of expertise and sophistication in accounting and financial
reporting matters.
RESPONSIBILITIES AND DUTIES
---------------------------
1. Review and update this charter as conditions dictate.
2. Meet with the Manager of Internal Audit, the external auditors
and financial management to review the scope of the audit for
the current year and the audit procedures to be utilized. At
the conclusion of the audit year, review the results of the
audit, including any comments or recommendations of the
independent auditors. Additionally, if an audit report is
considered to be significant or unusual during the year, it
will be brought to the attention and discussed with the Audit
Committee on a timely basis. If appropriate, meet privately
with the Manager of Internal Audit, the external auditors,
and/or management to discuss their respective concerns.
3. Appraise with the external auditors, the Manager of Internal
Audit, and financial management the adequacy and effectiveness
of the accounting and financial controls of the Corporation and
the appropriateness of the Corporation's accounting principles.
Elicit any recommendations for the improvement of such internal
controls and/or accounting principles.
A-1
4. Prior to the release of the Annual Report to the shareholders
and the public, review the financial statements contained
therein with management and the external auditors to determine
that the disclosures and content of the financial statements
are satisfactory. In addition, any changes in accounting
principles should be discussed.
5. Discuss with the external auditors and management, via
telephone if appropriate, the quarterly financial statements
before the results are released to the shareholders and the
public.
6. Review the internal audit function including the independence
of its reporting obligations, the proposed audit plans for the
forthcoming year, and the coordination of such plans with the
independent auditors. Consider the contents of the internal
audit reports to management and management's responses.
7. Inquire of management (including the General Counsel), the
independent auditor, and the Manager of Internal Audit about
significant risks or exposures that could financially impact
the Company and assess the steps management has taken to
minimize such risks.
8. Investigate any matter brought to its attention within the
scope of its duties, with the power to retain outside counsel
for this purpose if, in its judgement, that is appropriate.
9. Submit the minutes of all meetings of the Committee to, or
discuss the matters communicated at each meeting with, the full
Board of Directors.
A-2
STANDEX INTERNATIONAL CORPORATION
Annual Meeting of Stockholders
IT IS IMPORTANT THAT YOUR SHARES ARE REPRESENTED AT THE ANNUAL MEETING.
ACCORDINGLY, YOU ARE URGED TO PROMPTLY VOTE YOUR PROXY IN ACCORDANCE WITH
THE INSTRUCTIONS ON THE REVERSE SIDE. IF YOU SO CHOOSE, YOU MAY VOTE YOUR
SHARES IN PERSON AT THE ANNUAL MEETTING.
PLEASE DETACH HERE
PROXY
STANDEX INTERNATIONAL CORPORATION
Annual Meeting of Stockholders
This Proxy is Solicited on Behalf of the Board of Directors
The undersigned hereby appoint(s) Edward J. Trainor and Deborah A. Rosen as
proxies, with full power of substitution, and hereby authorizes them or any
of them to vote the stock of the undersigned at the Annual Meeting of
Stockholders of Standex International Corporation (the "Company") to be
held at FleetBoston, 100 Federal Street, Boston, Massachusetts, on Tuesday,
October 30, 2001 at 11:00 a.m., and at any adjournments thereof, as
indicated below on the proposals described in the Notice and Proxy
Statement for such meeting and in their discretion on other matters which
may properly come before the meeting.
In connection with those shares (if any) held by me as a participant in the
Standex Retirement Savings Plan (the "Plan"), I hereby direct the trustee
of the Plan in which I participate to vote all shares allocated to my
account under such Plan on June 30, 2001 in accordance with the
instructions on the reverse side of this proxy card or, if no instructions
are given, in accordance with the Board of Directors' recommendations, on
all items of business to come before the Annual Meeting of Stockholders to
be held on October 30, 2001 or any adjournment thereof. Under the Plan, the
shares for which no signed proxy card is returned or for which voting
instructions are not timely received or are improperly executed shall be
voted by the trustee in the same proportions on each proposal for which
properly executed instructions were timely received.
Unless otherwise instructed, this proxy will be voted FOR all nominees
listed in Proposal 1 and FOR Proposals 2, 3, and 4.
(Important - To be Signed and Dated on Reverse Side) SEE REVERSE
SIDE
(LOGO) Standex
INTERNATIONAL CORPORATION
6 MANOR PARKWAY
SALEM, NH 03073
Vote by Telephone Vote by Internet
It's fast, convenient, and immediate! It's fast, convenient, and your
Call Toll-Free on a Touch-Tone Phone vote is immediately confirmed and
1-877-PRX-VOTE (1-877-779-8683). posted.
Follow these four easy steps: Follow these four easy steps:
1. Read the accompanying Proxy 1. Read the accompanying Proxy
Statement and Proxy Card. Statement and Proxy Card.
2. Call the toll-free number 2. Go to the Website
1-877- PRX-VOTE (1-877-779-8683) http://www.eproxyvote.com/sxi
3. Enter your 14-digit Voter 3. Enter your 14-digit Voter
Control Number located on your Control Number located on your
Proxy Card above your name. Proxy Card above your name.
4. Follow the recorded instructions. 4. Follow the instructions provided.
Your vote is important! Your vote is important!
Call 1-877-PRX-VOTE anytime! Go to http://www.eproxyvote.com/sxi
anytime!
Do not return your Proxy Card if you are voting by Telephone or Internet
PLEASE DETACH HERE
[x] Please mark
votes as in
this example.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ALL OF THE PROPOSALS.
1. Election of Directors.
For three year terms expiring in 2004:
Nominees: (01) William R. Fenoglio, (02) Walter F. Greeley,
(03) Thomas L. King and (04) Deborah A. Rosen.
FOR [ ] [ ] WITHHELD
ALL FROM ALL
NOMINEES NOMINEES
[ ] ______________________________________
For all nominees except as noted above
FOR AGAINST ABSTAIN
2. To approve an amendment to the [ ] [ ] [ ]
Employee Stock Purchase Plan to
Increase the number of shares available
for purchase.
3. To approve an amendment to the 1998 [ ] [ ] [ ]
Long Term Incentive Plan to increase the
number of shares available for grants.
4. To approve the selection of Deloitte & [ ] [ ] [ ]
Touche LLP as independent auditors.
5. To transact such other business as may come before the meeting.
MARK HERE IF YOU PLAN TO ATTEND THE MEETING [ ]
MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [ ]
Sign exactly as name appears on this Proxy. If the shares are registered in
the names of two or more persons, each should sign. Executors,
adminstrators, trustees, partners, custodians, guardians, attorneys, and
corporate officers should add their full titles.
Signature:____________ Date:_________ Signature:____________ Date:_________