SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
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|_| Filed by a party other than the registrant
Check the appropriate box:
|_| Preliminary Proxy Statement
|_| Confidential, for Use of the Commission Only (as permitted by Rule
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|X| Definitive Proxy Statement
|_| Definitive Additional Materials
|_| Soliciting Material Under Rule 14a-12
Anaren Microwave, Inc.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement if other than the Registrant)
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|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies.
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(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is
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|_| Fee paid previously with preliminary materials.
|_| Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:___________________________________________________
(2) Form, Schedule or Registration Statement No.:_____________________________
(3) Filing Party:_____________________________________________________________
(4) Date Filed:_______________________________________________________________
ANAREN MICROWAVE INC.
6635 Kirkville Road
East Syracuse, New York 13057
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held on November 1, 2001
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To the Holders of the Common Stock
of Anaren Microwave, Inc.:
PLEASETAKE NOTICE, that the Annual Meeting of Shareholders of Anaren
Microwave, Inc. (the "Company") will be held on November 1, 2001, at 11:00 a.m.
Eastern Standard Time at the Wyndham Hotel, 6302 Carrier Parkway, East Syracuse,
New York 13057, for the following purposes:
(1) To elect three directors to hold office for a term of three years
and until their successors have been duly elected, and one director
to hold office for a term of two years and until his successor has
been duly elected; and
(2) To transact such other business as may be properly brought before
the Meeting.
Enclosed is the annual report for the fiscal year ended June 30, 2001,
along with a proxy statement and proxy. Shareholders of record as of the close
of business on September 17, 2001 will be entitled to notice of and to vote at
the Meeting. Your vote is very important and we hope that you will attend the
Meeting. However, whether or not you plan to attend the Meeting, please vote by
proxy in accordance with the instructions on your proxy card, on your voting
instruction form (from your bank or broker), or that you received through
electronic mail. There are three convenient ways of submitting your vote:
o Voting by telephone - You can vote your shares by telephone by
calling the toll-free telephone number indicated on your proxy card
and following the voice prompt instructions. Telephone voting is
available 24 hours a day.
o Voting by the Internet - You can also vote via the Internet by
visiting the web site noted on your proxy card. Internet voting is
available 24 hours a day. We encourage you to vote via the Internet,
as it is the most cost-effective way to vote.
o Voting by mail - If you choose to vote by mail, simply mark your
proxy, date and sign it, and return it in the postage-paid envelope
provided.
If you vote by telephone or Internet, you do not need to return your proxy
card. Signing and returning the proxy card or submitting your proxy via Internet
or by telephone does not affect your right to vote in person if you attend the
Meeting and your shares are registered in your name. If your shares are held in
the name of a bank, broker, or other holder of record, you must obtain a proxy,
executed in your favor, from the holder of record to be able to vote at the
meeting.
By Order of the Board of Directors
David M. Ferrara
Secretary and General Counsel
Dated: September 21, 2001
East Syracuse, New York
ANAREN MICROWAVE, INC.
6635 Kirkville Road
East Syracuse, New York 13057
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This Proxy Statement is being mailed on or about September 21, 2001, to
the Shareholders of Anaren Microwave, Inc. ("Anaren" or the "Company") entitled
to receive the accompanying Notice of Annual Meeting of Shareholders and is
provided, by order of its Board of Directors, in connection with the
solicitation of proxies to be used at the Annual Meeting of Shareholders (the
"Meeting") of the Company to be held on November 1, 2001 at 11:00 a.m. and at
any adjournment or adjournments thereof, for the purposes set forth in the
Notice.
If the enclosed form of proxy is executed and returned, it may
nevertheless be revoked at any time prior to its exercise by (i) submitting a
subsequently dated proxy; or (ii) filing written notice of such revocation with
the Secretary of the Meeting. The proposals described in this Proxy Statement
will be presented by the Board of Directors of the Company. Where a choice is
specified with respect to a proposal, the shares represented by the proxy will
be voted in accordance with the specifications made. Where a choice is not so
specified, the shares represented by the proxy will be voted to elect the
nominees for director named herein.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
At the close of business on September 17, 2001, the record date stated in
the accompanying Notice, the Company had outstanding 22,416,120 shares of common
stock, $.01 par value (the "Common Stock"), each of which is entitled to one
vote with respect to each matter to be voted on at the Meeting. A majority of
the issued and outstanding shares of Common Stock present in person or by proxy,
a total of 11,208,061 shares, will be required to constitute a quorum for the
transaction of business at the Meeting. The Company has no class of voting stock
outstanding other than the Common Stock.
Abstentions and broker non-votes (as defined below) are counted as present
for the purpose of determining the presence or absence of a quorum for the
transaction of business. For the purpose of determining the vote required for
approval of matters to be voted on at the Meeting, shares held by Shareholders
who abstain from voting will be treated as being "present" and "entitled to
vote" on the matter and, thus, an abstention has the same legal effect as a vote
against the matter. However, in the case of a broker non-vote or where a
shareholder withholds authority from his proxy to vote the proxy as to a
particular matter, such shares will not be treated as "present" and "entitled to
vote" on the matter. Accordingly, a broker non-vote or the withholding of a
proxy's authority will have no effect on the outcome of the vote on the matter.
A "broker non-vote" refers to shares represented at the Meeting in person or by
proxy by a broker or nominee where such broker or nominee (i) has not received
voting instructions on a particular matter from the beneficial owner or persons
entitled to vote; and (ii) the broker or nominee does not have discretionary
voting power on such matter.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth certain information with respect to persons
known to the Company to own beneficially more than 5% of the outstanding shares
of Common Stock of the Company, as of September 17, 2001 (except as otherwise
indicated).
Number of Shares
Name and Address of Common Stock
of Beneficial Owner Beneficially Owned(1) Percent of Class
------------------- --------------------- ----------------
Kern Capital Management, LLC.......... 2,805,100(2) 12.5%
114 West 47th Street
Suite 1926
New York, NY 10036
Capital Group International, Inc...... 2,343,750(3) 10.5%
11100 Santa Monica Boulevard
Los Angeles, CA 90025
AIM Management Group, Inc............. 1,848,660(4) 8.2%
11 Greenway Plaza, Suite 100
Houston, TX 77046
Pilgrim, Baxter & Associates, Ltd..... 1,243,200(5) 5.5%
825 Duportail Road
Wayne, PA 19087
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(1) Except as otherwise indicated, as of September 17, 2001 all of such shares
are owned with sole voting and investment power. Share numbers are based
solely on indicated filings as adjusted to account for stock dividends
paid by the Company subsequent to each filing.
(2) Based solely on information contained in Schedule 13G filed with the
Securities and Exchange Commission on April 6, 2001, Kern Capital
Management, LLC has sole voting power with respect to 2,686,200 shares and
sole dispositive power with respect to all shares listed.
(3) Based solely on information contained in an Amendment to Schedule 13G
filed with the Securities and Exchange Commission on April 10, 2001,
Capital Group International, Inc. has sole voting power with respect to
1,871,050 shares and sole dispositive power with respect to all shares
listed.
(4) Based solely on information contained in Schedule 13G filed with the
Securities and Exchange Commission on February 9, 2001, AIM Management
Group, Inc. has sole voting power and sole dispositive power with respect
to all shares listed.
(5) Based solely on information contained in Schedule 13G filed with the
Securities and Exchange Commission on February 14, 2001, Pilgrim, Baxter &
Associates, Ltd. has sole voting power with respect to 937,900 shares and
sole dispositive power with respect to all shares listed.
-2-
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth certain information, as of September 17,
2001, with respect to the beneficial ownership of the Company's Common Stock by
(i) each director and nominee for director who owned beneficially any shares of
Common Stock, (ii) each executive officer of the Company named in the Summary
Compensation Table under "Executive Compensation" below, and (iii) all directors
and executive officers of the Company as a group.
Number of Shares
Name and Address of Common Stock
of Beneficial Owner Beneficially Owned(1) Percent of Class
------------------- --------------------- ----------------
Lawrence A. Sala................ 351,100(2) 1.5%
Carl W. Gerst, Jr............... 607,250(3) 2.7%
Hugh A. Hair.................... 67,430(4) *
Thomas J. Passaro, Jr........... 70,839(5) *
Gert R. Thygesen................ 113,300(6) *
Mark P. Burdick................. 37,000(7) *
Dale F. Eck..................... 65,500(8) *
Herbert I. Corkin............... 61,000(9) *
Dr. David Wilemon............... 62,500(10) *
Matthew Robison................. 45,500(11) *
All Directors, Nominees and
Executive Officers
as a Group (10 Persons)....... 1,481,419(12) 6.4%
* Indicates less than 1%
(1) Except as otherwise indicated, as of September 17, 2001 all of such shares
are owned with sole voting and investment power.
(2) Includes 10,000 shares owned by Mr. Sala's spouse, 3,468 shares owned by
Mr. Sala's children, 266,000 shares which Mr. Sala has the right to
acquire within 60 days pursuant to outstanding stock options, and 25,500
shares of restricted stock.
(3) Includes 13,500 shares owned by Mr. Gerst's spouse and 44,000 shares which
Mr. Gerst has the right to acquire within 60 days pursuant to outstanding
stock options.
(4) Includes 30,100 shares owned by Mr. Hair's spouse and 19,500 shares which
Mr. Hair has the right to acquire within 60 days pursuant to outstanding
stock options.
(5) Includes 12,000 shares which Mr. Passaro has the right to acquire within
60 days pursuant to outstanding stock options, and 2,400 shares of
restricted stock.
(6) Includes 91,800 shares which Mr. Thygesen has the right to acquire within
60 days pursuant to outstanding stock options, and 5,500 shares of
restricted stock.
(7) Includes 29,600 shares which Mr. Burdick has the right to acquire within
60 days pursuant to outstanding stock options, and 7,400 shares of
restricted stock.
(8) Includes 35,500 shares which Mr. Eck has the right to acquire within 60
days pursuant to outstanding stock options.
(9) Includes 3,000 shares owned by The Entwistle Company, of which Mr. Corkin
is Chairman, Chief Executive Officer and a majority shareholder, and
13,000 shares which Mr. Corkin has the right to acquire within 60 days
pursuant to outstanding stock options.
(10) Includes 62,500 shares which Dr. Wilemon has the right to acquire within
60 days pursuant to outstanding stock options.
(11) Includes 45,500 shares which Mr. Robison has the right to acquire within
60 days pursuant to outstanding stock options.
(12) Includes 619,400 shares which all directors and officers as a group have
the right to acquire within 60 days pursuant to outstanding stock options.
-3-
ITEM ONE
ELECTION OF DIRECTORS
The first item to be acted upon at the Meeting is the election of three
directors to hold office for terms of three years and until their respective
successors shall have been duly elected and qualified. In addition, Dale F. Eck,
who is currently serving a term to expire in 2002, will stand for election for a
term to expire in 2003. Effective August 28, 2001, Brian P. Kelly resigned from
the Board and the size of the Board was reduced to seven. Mr. Kelly's departure
from the Board created an uneven number of members among the various classes of
directors on the Board. Accordingly, Mr. Eck will stand for election as
described above in order to provide for as equal a number of directors as
possible in each class, in accordance with the Company's Certificate of
Incorporation. The nominees receiving a plurality of the votes represented in
person or by proxy at the Meeting will be elected directors.
The Board of Directors unanimously recommends election of the four
nominees listed below. The shares represented by all proxies in proper form
which are received by the Board prior to the election of directors at the
Meeting will be voted "FOR" the nominees, unless authority is withheld in the
space provided on the enclosed proxy. In the event any nominee declines or is
unable to serve, it is intended that the shares represented by such proxies will
be voted for a successor nominee designated by the Board (or if no other person
is so designated, for the remaining nominees). All nominees have indicated a
willingness to serve, and the Board knows of no reason to believe that any
nominee will decline or be unable to serve if elected. The seven members of the
Board (including the nominees for re-election at the Meeting, if elected) are
expected to continue to serve on the Board until their respective terms expire.
Certain Information Concerning Nominees and Directors Continuing in Office
Set forth below is certain information concerning each nominee for
director to be elected at the Meeting and each director of the Company whose
term of office continues after the Meeting. The information has been furnished
to the Company by such persons.
Name, Age, Nature of
Positions and Offices Year First Principal Occupation,
Held with the Company Became Director Experience and Other Directorships
--------------------- --------------- ----------------------------------
Nominees for terms to expire
at Annual Meeting in 2004:
Hugh A. Hair, 66 ............ 1968 Mr. Hair, Chairman of the Board,
Chairman of the Board served as President of the Company
from its founding in 1967 until
May 1995 and as Chief Executive
Officer from its founding until
September 1997. Mr. Hair retired
from the Company effective July 1,
2000.
Matthew Robison, 40 ......... 1999 Mr. Robison has been Vice
Director President Senior Analyst-
Technology of Ferris, Baker Watts
Incorporated since January 1999.
Mr. Robison previously served as a
General Partner and Analyst of
Botti Brown Asset Management from
January 1997 until January 1999,
and as Vice President and Analyst
for Montgomery Securities from
October 1994 until January 1997.
-4-
Name, Age, Nature of
Positions and Offices Year First Principal Occupation,
Held with the Company Became Director Experience and Other Directorships
--------------------- --------------- ----------------------------------
Herbert I. Corkin, 79 ....... 1989 Mr. Corkin has been Chairman of
Director the Board of The Entwistle
Company, a defense contractor,
since 1959. Mr. Corkin also served
as the President of The Entwistle
Company from 1959 through December
1993 and has served as its Chief
Executive Officer since December
1993.
Nominee for term to expire at
Annual Meeting in 2003:
Dale F. Eck, 58 ............. 1995 Mr. Eck was Vice President of
Director Finance and Treasurer of The
Entwistle Company, a defense
contractor, from 1978 until his
retirement in February 1997. Mr.
Eck has also served as a Director
of The Entwistle Company since
1978 and continues to serve that
company in such capacity. Mr. Eck
has provided consulting services
to the Company since March 1997.
Directors Continuing in Office:
Term Expiring at Annual
Meeting in 2003:
Carl W. Gerst, Jr., 64 ...... 1968 Mr. Gerst has been actively
Chief Technical Officer, engaged in the Company's business
Treasurer, Vice Chairman since its founding in 1967. Mr.
Gerst served as Executive Vice
President from the Company's
founding until May 1995 when he
became Chief Technical Officer and
Vice Chairman of the Board. Mr.
Gerst has also served as Treasurer
since May 1992.
Terms Expiring at Annual
Meeting in 2002:
Lawrence A. Sala, 38 ........ 1995 Mr. Sala has been President of the
President, Chief Executive Company since May 1995 and has
Officer and Director served as Chief Executive Officer
since September 1997.
Dr. David Wilemon, 64 ....... 1997 Dr. Wilemon has been a Professor
Director of Marketing and Innovation
Management at the Syracuse
University School of Management
since 1966. He has also served as
Director of the Synder Innovation
Management Program at the
University since 1980 and as
Co-Director of the
Entrepreneurship and Emerging
Enterprises Program there, since
1993.
-5-
EXECUTIVE COMPENSATION AND OTHER INFORMATION
Summary of Cash and Certain Other Compensation
The following table sets forth certain information with respect to
compensation, received in all capacities in which they served for the fiscal
years ended June 30, 1999, June 30, 2000 and June 30, 2001, for the Company's
Chief Executive Officer and each of the four other most highly compensated
officers during the most recent fiscal year.
Summary Compensation Table
Long Term
Compensation
Annual --------------------------
Compensation Securities
------------------- Restricted Underlying All Other
Name and Salary Bonus Stock Awards(6) Options(7) Compensation(8)
Principal Position Year ($) ($) ($) (#) ($)
------------------ ---- -------- -------- -------------- --------- --------------
Lawrence A. Sala ............ 2001 $292,000 $ 76,500 $318,000 150,000 $ 33,155
President and Chief 2000 262,000 130,625 242,125 150,000 17,590
Executive Officer(1) ........ 1999 232,000 97,925 0 150,000 17,231
Carl W. Gerst, Jr ........... 2001 225,000 25,000 0 40,000 46,340
Chief Technical 2000 225,000 25,000 0 60,000 32,131
Officer, Vice 1999 225,000 25,000 0 30,000 19,029
Chairman and Treasurer(2)
Thomas J. Passaro, Jr ....... 2001 164,000 17,425 127,200 30,000 13,458
Vice President;
President of RF Power
Components, Inc.(3)
Gert R. Thygesen ............ 2001 138,000 14,490 53,000 12,000 10,573
Vice President of 2000 135,000 32,568 55,875 18,000 3,496
Technology(4) 1999 131,000 29,043 0 30,000 3,739
Mark P. Burdick ............. 2001 138,000 14,000 74,200 20,000 10,245
Vice President and General 2000 105,000 28,839 74,500 30,000 2,860
Manager(5)
------------
(1) Mr. Sala was elected President of the Company in May 1995. He was named
Chief Executive Officer in September 1997.
(2) Mr. Gerst served as the Company's Executive Vice President until May 1995
when he was elected to the position which he currently holds, Vice
Chairman, Chief Technical Officer and Treasurer.
(3) Mr. Passaro became Vice President of the Company upon the Company's
acquisition of all of the issued and outstanding stock of RF Power
Components, Inc. in February 2000.
(4) Mr. Thygesen served as Vice President of Operations from May 1995 until
September 2000; and has served as Vice President of Technology since
September 2000.
(5) Mr. Burdick served as Business Unit Manager - Commercial Products from
1994 to 1999; as Vice President and General Manager, Wireless Group from
November 1999 to September 2000; and has served as Vice President and
General Manager of the Company since September 2000.
(6) Indicates dollar value of restricted stock awards based upon the market
value of the Common Stock on the date of grant. As of June 30, 2001, Mr.
Sala held 25,500 shares of restricted stock with a then current market
value of $510,000; Mr. Passaro held 1,200 shares of restricted stock with
a then current market value of $24,000; Mr. Thygesen held 5,500 shares of
restricted stock with a then current market value of $110,000; and Mr.
Burdick held 7,400 shares of restricted stock with a then current market
value of $148,000. While the Company does not currently pay cash dividends
on its Common Stock, the named executive officers are entitled to receive
any dividends payable (in cash or otherwise) on their restricted stock
holdings.
-6-
(7) The table reflects the number of shares which are subject to incentive
stock options granted pursuant to the Company's incentive stock option
plans.
(8) All Other Compensation consists of contributions to the Company's 401(k)
Salary Savings Plan in the amount of $6,375 for Mr. Sala, $6,375 for Mr.
Gerst, $6,375 for Mr. Passaro, $4,781 for Mr. Thygesen and $4,412 for Mr.
Burdick in 2000; contributions to a supplemental executive retirement plan
covering the named executives in the amount of $12,500 for Mr. Sala,
$9,375 for Mr. Gerst, $7,083 for Mr. Passaro, $5,792 for Mr. Thygesen and
$5,833 for Mr. Burdick in 2000; and reimbursement for premiums on life
insurance policies owned by Messrs. Sala and Gerst in the amount of
$14,280 and $20,545, respectively, in 2000.
Fiscal Year Option Grants
The following table sets forth certain information regarding options
granted by the Company during the last fiscal year to the individuals named in
the above compensation table, including information as to potential realizable
value of such options at assumed annual rates of stock price appreciation for
the ten-year terms of the options.
Potential Realizable Value
Number of at Assumed Annual Rates
Securities Percent of Total of Stock Price Appreciation
Underlying Options Granted for Option Term(1)
Options to Employees in Exercise or Expiration -----------------------------
Name Granted Fiscal Year Base Price ($/sh) Date 5%($) 10%($)
---- ------- ----------- ----------------- ------- ---------- -----------
Lawrence A. Sala ............. 150,000 22.3% $53.0000 11/2/10 $4,999,712 $12,670,253
Carl W. Gerst, Jr. ........... 40,000 6.0% 53.0000 11/2/10 1,333,257 3,378,734
Thomas J. Passaro, Jr. ....... 20,000 3.0% 53.0000 11/2/10 666,628 1,689,367
Thomas J. Passaro, Jr. ....... 10,000 1.5% 36.2185 7/31/10 227,776 577,230
Gert R. Thygesen ............. 12,000 1.8% 53.0000 11/2/10 399,977 1,013,620
Mark P. Burdick .............. 20,000 3.0% 53.0000 11/2/10 666,628 1,689,367
----------
(1) Amounts represent hypothetical gains that could be achieved for the
respective options if exercised at the end of the option term. These gains
are based on arbitrarily assumed rates of stock price appreciation of 5%
and 10% compounded annually from the date the respective options were
granted to their expiration date.
Aggregated Option Exercises in Last Fiscal
Year and Fiscal Year-End Option Values
The following table sets forth certain information for the named executive
officers with respect to (i) stock options exercised in fiscal year 2001, (ii)
the number of stock options held at the end of fiscal year 2001, and (iii) the
value of in-the-money stock options at the end of fiscal year 2001.
Number of Securities Value of
Underlying Unexercised Unexercised In-the-Money
Shares Options at June 30, 2001(#) Options at June 30, 2001(1)($)
Acquired on Value --------------------------- ------------------------------
Name Exercise (#) Realized ($) Exercisable Unexercisable Exercisable Unexercisable
---- ------------ ------------ ----------- ------------- ----------- -------------
Lawrence A. Sala ....... 49,000 $2,195,000 197,000 399,000 $2,994,713 $2,807,349
Carl W. Gerst, Jr. ..... 0 0 24,000 106,000 262,252 620,883
Thomas J. Passaro, Jr. . 0 0 8,000 52,000 0 0
Gert R. Thygesen ....... 28,000 1,123,000 84,000 49,500 1,443,250 440,814
Mark P. Burdick ........ 14,000 668,000 18,100 58,400 280,515 313,104
----------
(1) Amount represents the difference between the aggregate exercise price of
the options and a $20.00 market price of the underlying Common Stock on
June 29, 2001.
-7-
Pension Plan
The Company maintains a non-contributory Pension Plan for the benefit of
all employees over the age of 21 who have completed one year of service and who
are not covered by any other retirement plan. The Company pays all amounts
required to provide retirement income benefits. The Pension Plan provides fixed
benefits to be paid upon retirement at a specific age. Pension expense,
including amortization of prior service cost over 30 years, was $189,188 for
fiscal 2001. Efffective August 15, 2000, the Company amended the Pension Plan,
and as a result, employees hired or rehired by the Company after August 15, 2000
are not eligible to participate in or to accrue benefits under the Pension Plan.
The table below illustrates the estimated aggregate annual benefit that
would be payable to executive officers of the Company who are at least 65 years
of age at retirement, based on the formula in effect after June 30, 1992 and the
Employee Retirement Income Security Act of 1974, as amended ("ERISA") limits on
compensation and benefits after 15, 20, 25, 30 and 35 credited years of service;
for illustration purposes, the table assumes all years of service under the
current Pension Plan formula.
Pension Plan Table
Estimated Annual Pension Payable
Final Based on Years of Service Indicated
Average Annual ------------------------------------------------------------
Compensation 15 Years 20 Years 25 Years 30 Years 35 Years
-------------- -------- -------- -------- -------- --------
$100,000 $11,250 $15,000 $18,750 $22,600 $26,250
125,000 14,063 18,750 23,438 28,125 32,813
150,000 16,875 22,500 28,125 33,750 39,375
160,000 18,000 24,000 30,000 36,000 42,000
170,000 19,125 25,500 31,875 38,250 44,625
175,000 19,125 25,500 31,875 38,250 44,625
200,000 19,125 25,500 31,875 38,250 44,625
225,000 19,125 25,500 31,875 38,250 44,625
250,000 19,125 25,500 31,875 38,250 44,625
275,000 19,125 25,500 31,875 38,250 44,625
Under the terms of the Pension Plan, each member who is at least 65 years
of age at his retirement and was employed on or before August 15, 2000 is
entitled to a Normal Retirement Benefit (as defined under the Pension Plan). The
compensation used in determining the Pension Plan benefit for executive officers
is based upon their annual salary as shown on the Summary Compensation Table
above. The Normal Retirement Benefit is the aggregate of:
A. 0.60% of average of highest five consecutive years compensation from
date of employment to June 30, 1992 multiplied by Benefit Service
(as defined under the Pension Plan) to June 30, 1992; plus
B. 0.75% of compensation for each year of Benefit Service thereafter;
but not less than the accrued benefit under the prior plan at June 30, 1992.
Employees who have attained at least twelve years of service and are at
least 55 years of age can retire and receive a proportionately reduced benefit.
-8-
Under the Internal Revenue Code, the maximum annual benefit payable at age
65 is $140,000 for 2001. The maximum compensation that could be considered for
all participants is $170,000 for 2001. These benefit and compensation limits are
indexed to increases in the Consumer Price Index.
The credited years of service as of June 30, 2001 under the Pension Plan
for each of Messrs. Sala, Gerst, Passaro, Thygesen and Burdick are 16, 28, 0, 20
and 19, respectively.
Management Incentive Plan
The Company has a Management Incentive Plan ("Incentive Plan") that is
designed to provide a meaningful annual financial incentive to management
employees to reward them for their contribution toward the Company's growth,
profitability and business development. Eligibility in the plan is limited to
key members of management who, because of their position, have the ability to
substantially impact the profitability and overall success of the Company.
Individual participants in the Incentive Plan are selected by the President and
CEO on an annual basis, subject to approval of the Board of Directors.
Under the Incentive Plan, each participant has a "target" bonus
opportunity in an amount equal to a specified percentage of his or her base
salary. Awards under the Incentive Plan are based on corporate, functional and
individual performance measured against pre-established targeted goals.
Corporate performance goals, which are set by the President and CEO and are
subject to Board approval, are based on factors including but not limited to
earnings, revenue, appreciation in stock value and order targets. Functional and
individual performance goals are based on each participant's functional
responsibilities, and are jointly established by the Company and the participant
prior to the beginning of the fiscal year. Fulfillment of corporate performance
goals must carry a weighting of at least 50% of the total incentive opportunity
for each employee, and participants who are officers of the Company may not
receive any bonus payment unless certain corporate performance goals are
attained.
Bonus payments under the Incentive Plan are made on or about September 1st
following the end of the fiscal year for which the bonus is earned. Bonus
amounts reflected in the Summary Compensation Table on page 6 for Messrs. Sala,
Passaro, Thygesen and Burdick represent amounts awarded pursuant to the
Incentive Plan.
Compensation of Directors
The Company currently pays each director who is not an employee of the
Company $10,000 per year plus $1,000 for each meeting attended, and reimburses
each such director for the reasonable expenses incurred in attending meetings of
the Board of Directors. In addition, non-employee directors are eligible to
receive stock options pursuant to the Company's Non Statutory Stock Option Plan.
Certain Agreements with Directors and Executive Officers
Lawrence A. Sala. The Company has an employment agreement dated July 1,
2001 with Lawrence A. Sala, President and Chief Executive Officer of the
Company, providing for Mr. Sala's employment as President and CEO of the Company
until June 30, 2006 or such earlier date as may result pursuant to the terms of
the agreement. The agreement provides for a base annual salary of $300,000 or
such greater amount as the Board of Directors may determine, plus annual
incentive bonuses pursuant to the Incentive Plan and participation in certain
insurance plans.
-9-
The agreement terminates automatically in the event of Mr. Sala's death
and the Company may terminate the agreement upon Mr. Sala's disability or for
specified cause as defined in the agreement. In the event the agreement is
terminated due to Mr. Sala's death, the Company will continue payment of his
base salary to a designated beneficiary for a period of 90 days, and if
termination is due to death or disability the Company must treat as immediately
exercisable and disposable, respectively, all unexpired stock options and shares
of restricted stock previously granted to him by the Company. In the event Mr.
Sala's employment with the Company is terminated by the Company other than for
cause, death or disability, or by Mr. Sala for "good reason" (as defined in the
agreement), the Company will be obligated to pay severance to Mr. Sala in an
amount equal to the greater of (i) three years' base salary at such date, plus
$450,000 in lieu of incentive bonus payments, or (ii) Mr. Sala's base salary for
the balance of the term of the agreement. The Company must also defray certain
costs associated with obtaining new employment and relocation in connection with
such termination, and must treat as immediately exercisable and disposable,
respectively, all unexpired stock options and shares of restricted stock
previously granted to him by the Company. In addition, if the termination occurs
as a result of a "Change in Control" (as defined in the agreement), the Company
must offer to retain Mr. Sala as an independent contractor consultant for a
period of 12 months at an annual consulting fee equivalent to his base salary as
in effect on the date of termination, and to provide fringe benefits during the
12 month consulting period.
In the event that Mr. Sala's employment continues for the entire term of
the agreement and the Company and Mr. Sala are unable to negotiate a new
employment agreement, the Company will be obligated to pay severance to Mr. Sala
in an amount equal to three years' base salary at such date, plus $150,000 for
each of the three ensuing fiscal years in lieu of incentive bonus payments.
Thomas J. Passaro, Jr. The Company also has an employment agreement dated
February 29, 2000 with Thomas J. Passaro, Jr., Vice President of the Company and
President of RF Power Components, Inc. (a wholly-owned subsidiary of the
Company), providing for his employment in this capacity until November 1, 2003
or such earlier date as may result pursuant to the terms of the agreement. The
agreement provides for a base annual salary at the rate of $150,000 until
November 1, 2000, with the base salary to be set by the Board of Directors for
subsequent periods in an amount not less than $150,000 plus an increase of 4%
annually. Mr. Passaro is also entitled to receive annual incentive bonuses
pursuant to the Incentive Plan (subject to certain adjustments provided for in
the agreement) and to participate in certain insurance plans.
The agreement terminates automatically in the event of Mr. Passaro's death
and the Company may terminate the agreement upon Mr. Passaro's disability or for
specified cause as defined in the agreement. In the event the agreement is
terminated due to Mr. Passaro's death, the Company will continue payment of his
base salary to a designated beneficiary for a period of 90 days, and if
termination is due to death or disability the Company must treat as immediately
exercisable and disposable, respectively, all unexpired stock options and shares
of restricted stock previously granted to him by the Company. In the event Mr.
Passaro's employment is terminated by the Company other than for cause, death or
disability, or by Mr. Passaro for "good reason" (as defined in the agreement),
the Company will be obligated to pay severance to Mr. Passaro in an amount equal
to the greater of (i) one year's base salary at such date plus $50,000 in lieu
of incentive bonus payments, or (ii) Mr. Passaro's base salary plus $22,000 per
year for the balance of the term of the agreement. The Company must also defray
certain costs associated with obtaining new employment and relocation in
connection with such termination, and must treat as immediately exercisable and
disposable, respectively, all unexpired stock options and shares of restricted
stock previously granted to him by the Company.
In the event that Mr. Passaro's employment continues for the entire term
of the agreement and the Company and Mr. Passaro are unable to negotiate a new
employment agreement, the Company will be obligated to pay
-10-
severance to Mr. Passaro in an amount equal to one year's base salary at such
date, plus $50,000 in lieu of incentive bonus payments, and to permit him to
continue to participate in applicable Company insurance programs for a period of
one year.
Dale F. Eck. The Company has a consulting arrangement with Dale F. Eck,
pursuant to which Mr. Eck has agreed to provide financial and management
consulting services to the Company for a period of five years from March 1,
1997. The agreement provides that Mr. Eck shall devote up to two days per month
to the Company and shall receive a monthly fee of $1,666.66 plus reimbursement
of reasonable business expenses incurred in activities undertaken on behalf of
the Company. The agreement is terminable by either party upon 12 months' prior
notice.
Board Compensation Committee Report on Executive Compensation
The Compensation Committee ("Committee") recommends to the Board of
Directors the compensation to be paid to the Company's executive officers on an
annual basis. The Committee has implemented an executive compensation philosophy
that seeks to relate executive compensation to corporate performance, individual
performance and creation of shareholder value. Historically, this has been
achieved through compensation programs which focus on both short and long-term
results.
In accordance with the Committee's executive compensation philosophy, the
major components of executive compensation have been base salary, stock option
grants and occasionally restricted stock awards. Option grants have been made
pursuant to the Company's incentive stock option plans, and executive officers
are also eligible to receive bonuses pursuant to the Company's performance based
Incentive Plan. Restricted stock awards are made pursuant to the Company's
Guidelines for Grants of Restricted Stock Awards.
Salaries and incentive bonuses for executive officers are based on current
individual and organizational performance, affordability and competitive market
trends. For purposes of informing the Committee of competitive trends, the
Committee reviews compensation data from other comparable public companies in
the wireless and satellite communications markets. The salary trend data used
represents companies whose size and performance with respect to revenue,
earnings per share and stock price are similar to those of the Company. The
Company's executive officer salary ranges are positioned consistent with
industry averages.
Section 162(m) ("Section 162") of the Internal Revenue Code of 1986, as
amended (the "Code"), generally limits federal income tax deductions for
compensation paid after 1993 to the chief executive officer and the four other
most highly compensated officers of a company to $1 million per year, but
contains an exception for performance-based compensation that satisfies certain
conditions. The Company has not adopted an absolute policy regarding Section 162
as it does not anticipate its executive compensation to reach such levels in the
foreseeable future. The Company recognizes that deductibility of compensation
payments must be one among a number of factors used in ascertaining appropriate
levels or modes of compensation, and that the Company will make its compensation
decisions based upon an overall determination of what it believes to be in the
best interests of its Shareholders.
The members of the Compensation Committee are Herbert I. Corkin, Dale F. Eck,
and Dr. David Wilemon. David M. Ferrara, the Company's Secretary and General
Counsel, serves as a non-voting ex officio member of the Committee.
-11-
Performance Graph
The following performance graph compares the total shareholder return of
the Company's Common Stock to The Nasdaq Stock Market (US) Index and the Nasdaq
Electronics Components Index. The graph assumes that $100 was invested in the
Company's Common Stock and each Index on June 30, 1996 and that all dividends
were reinvested.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN*
AMONG ANAREN, THE NASDAQ STOCK MARKET (US) INDEX
AND THE NASDAQ ELECTRONICS COMPONENTS INDEX
[THE FOLLOWING TABLE REPRESENTS A LINE GRAPH IN THE PRINTED MATERIAL]
Cumulative Total Return
6/30/96 6/30/97 6/30/98 6/30/99 6/30/00 6/30/01
------- ------- ------- ------- ------- -------
Anaren Microwave, Inc. ..... 100 196.30 222.22 309.26 2916.17 888.84
Nasdaq Stock Market (U.S.).. 100 121.60 160.06 230.22 340.37 184.51
Nasdaq Electronic
Components ................ 100 164.30 162.72 289.14 721.02 265.23
----------
* $100 INVESTED ON 6/30/96 IN STOCK OR INDEX - INCLUDING REINVESTMENT OF
DIVIDENDS. FISCAL YEAR ENDING JUNE 30.
Notwithstanding anything set forth in any of the Company's previous
filings under the Securities Act of 1933 or the Securities Exchange Act of 1934
which might incorporate future filings, including this Proxy Statement, in whole
or in part, the preceding performance graph and the report of the Compensation
Committee shall not be deemed incorporated by reference into any such filings.
-12-
AUDIT COMMITTEE REPORT
In accordance with its written charter adopted by the Board of Directors
(a copy of which is attached as Appendix A), the Audit Committee assists the
Board in fulfilling its responsibility for oversight of the quality and
integrity of the accounting, auditing and financial reporting practices of the
Company. The Audit Committee's responsibilities are more fully described in its
charter. The Audit Committee is composed of three directors, each of whom is
independent as defined by the National Association of Securities Dealers'
listing standards.
In discharging its oversight responsibility as to the audit process, the
Audit Committee obtained from the Company's independent auditors, KPMG LLP, a
formal written statement describing all relationships between the auditors and
the Company that might bear on the auditors' independence consistent with
Independence Standards Board Standard No. 1, "Independence Discussions with
Audit Committees," discussed with the auditors any relationships that may impact
their objectivity and independence and satisfied itself as to the auditors'
independence. The Audit Committee also discussed with management and the
independent auditors the quality and adequacy of the Company's internal
controls. The Audit Committee reviewed with the independent auditors their audit
plans, audit scope, and identification of audit risks.
The Audit Committee discussed and reviewed with the independent auditors
all communications required by generally accepted auditing standards, including
those described in Statement on Auditing Standards No. 61, as amended,
"Communication with Audit Committees," and, with and without management present,
discussed and reviewed the results of the independent auditors' examination of
the financial statements.
The Audit Committee also reviewed with management and the independent
auditors the audited financial statements of the Company as of and for the
fiscal year ended June 30, 2001.
Based on the above-mentioned reviews and discussions with management and
the independent auditors, the Audit Committee recommended to the Board of
Directors that the Company's audited financial statements be included in its
Annual Report on Form 10-K for the fiscal year ended June 30, 2001.
Dale F. Eck (Chair)
Herbert I. Corkin
Matthew Robison
AUDIT FEES
The following table sets forth fees billed or expected to be billed to the
Company by KPMG LLP for: (i) services rendered for the audit of the Company's
annual financial statements for fiscal year 2001 and review of quarterly
financial statements, (ii) services rendered during fiscal year 2001 for
provision of any financial information systems design and implementation, and
(iii) all other fees for services rendered during fiscal year 2001. The Audit
Committee has considered whether the provision of non-audit services is
compatible with KPMG LLP's independence.
Audit Fees ......................... $121,500
Financial Information Systems Design
and Implementation Fees .......... $ 0.00
All Other Fees* .................... $197,950
-----------
* Includes audits of employee benefit plans, due diligence related to
acquisitions by the Company and tax services.
-13-
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors, executive officers and holders of more than 10% of the
Company's Common Stock (collectively, "Reporting Persons") to file with the SEC
initial reports of ownership and reports of changes in ownership of the Common
Stock. Such persons are required by regulations of the SEC to furnish the
Company with copies of all such filings. Based on its review of the copies of
such filings received by it and written representations of Reporting Persons
with respect to the fiscal year ended June 30, 2001, the Company believes that
all Reporting Persons complied with all Section 16(a) filing requirements in the
fiscal year ended June 30, 2001.
RELATIONSHIP WITH INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
During the fiscal year ended June 30, 2001, KPMG LLP, the Company's
independent accountant, was retained by the Board of Directors to perform the
annual examination of the consolidated financial statements of the Company and
its subsidiaries. The Board also retained KPMG LLP to advise the Company and
perform appropriate financial due diligence in connection with acquisitions made
and considered by the Company and to provide assistance in the preparation of
federal income and state franchise tax returns.
KPMG LLP was also selected by management to audit the Company's books and
records for the current fiscal year. KPMG LLP has been the Company's principal
accountant for over 25 years. It is anticipated that a representative of KPMG
LLP will be present at the Annual Meeting of Shareholders and will have an
opportunity to make a statement and to answer questions of Shareholders.
BOARD MEETINGS AND COMMITTEES
During the Company's last fiscal year, the Board of Directors of the
Company held seven meetings. No current director attended fewer than 75% of the
aggregate number of meetings of the Board and of any Committees on which he
served during such period.
The Company's Compensation Committee consists of Herbert I. Corkin, Dale
F. Eck, and Dr. David Wilemon. David M. Ferrara, the Company's Secretary and
General Counsel, serves as a non-voting ex officio member of the Committee. The
function of the Compensation Committee is to recommend to the Board of Directors
competitive compensation plans for officers and key employees. During the fiscal
year ended June 30, 2001, the Compensation Committee held three meetings.
The Company's Audit Committee consists of Herbert I. Corkin, Dale F. Eck
and Matthew Robison. The function of the Audit Committee is to review the
Company's annual audit with the Company's independent accountant. During the
fiscal year ended June 30, 2001, the Audit Committee held three meetings.
The Company's Nominating Committee consists of Lawrence A. Sala and
Matthew Robison. David M. Ferrara, the Company's Secretary and General Counsel,
serves as a non-voting ex officio member of the Committee. The function of the
Nominating Committee is to make recommendations to the Board for nominees to
serve as directors. The Nominating Committee will consider written
recommendations from Shareholders for nominees to serve on the Board that are
sent to the Secretary of the Company at the Company's main office. During the
fiscal year ended June 30, 2001, the Nominating Committee held two meetings.
-14-
MISCELLANEOUS
Other Matters
As of the date of this Proxy Statement, management has no knowledge of any
business which will be presented for consideration at the Meeting other than
that described herein. Should any other matter properly come before the Meeting,
it is the intention of the persons named in the accompanying proxy to vote such
proxy in accordance with their best judgment.
Solicitation of Proxies
The entire expense of preparing, assembling and mailing the Proxy
Statement, form of proxy and other material used in the solicitation of proxies
will be paid by the Company. In addition to the solicitation of proxies by mail,
arrangements may be made with brokerage houses and other custodians, nominees
and fiduciaries to send proxy material to their principals, and the Company will
reimburse them for expenses in so doing. To the extent necessary to ensure
sufficient representation, officers and regular employees of the Company may
request, without additional compensation therefor, the return of proxies
personally by telephone or telegram. The extent to which this will be necessary
depends entirely on how promptly proxies are received, and Shareholders are
urged to send their proxies without delay.
SHAREHOLDER PROPOSALS
In order for a shareholder proposal to be considered for inclusion in the
Company's Proxy Statement relating to the 2002 Annual Meeting of Shareholders,
such proposal must be received by the Company by May 24, 2002.
David M. Ferrara
Secretary and General Counsel
Date: September 21, 2001
East Syracuse, New York
-15-
APPENDIX A
ANAREN MICROWAVE, INC.
Charter of the Audit Committee of the Board of Directors
I. Audit Committee Purpose
The Audit Committee is appointed by the Board of Directors to assist the
Board in fulfilling its oversight responsibilities. The Audit Committee's
primary duties and responsibilities are to:
o monitor the integrity of the Company's financial reporting process
and systems of internal controls regarding finance, accounting, and
legal compliance;
o monitor the independence and performance of the Company's
independent auditors; and
o provide an avenue of communication among the independent auditors,
management, and the Board of Directors.
The Audit Committee has the authority to conduct any investigation
appropriate to fulfilling its responsibilities, and it has direct access
to the independent auditors as well as anyone in the organization. The
Audit Committee has the ability to retain, at the Company's expense,
special legal, accounting, or other consultants or experts it deems
necessary in the performance of its duties.
II. Audit Committee Composition and Meetings
Audit Committee members shall meet the listing requirements of the Nasdaq
Stock Market. The Audit Committee shall be comprised of three or more
directors as determined by the Board, each of whom shall be independent
nonexecutive directors, free from any relationship that would interfere
with the exercise of his or her independent judgment. All members of the
Committee shall have a basic understanding of finance and accounting and
be able to read and understand fundamental financial statements, and at
least one member of the Committee shall have accounting or related
financial management expertise.
Audit Committee members shall be appointed by the Board on recommendation
of the Nominating Committee. If an audit committee Chair is not designated
or present, the members of the Committee may designate a Chair by majority
vote of the Committee membership.
The Committee shall meet at least three times annually, or more frequently
as circumstances dictate. The Audit Committee Chair shall prepare and/or
approve an agenda in advance of each meeting. The Committee should meet
privately in executive session at least annually with management, the
independent auditors, and as a committee to discuss any matters that the
Committee or each of these groups believe should be discussed. In
addition, the Committee, or at least its Chair, should communicate with
management and the independent auditors quarterly to review the Company's
financial statements and significant findings based upon the auditors
limited review procedures.
III. Audit Committee Responsibilities and Duties
A. Review Procedures
1. Review and reassess the adequacy of this Charter at least
annually. Submit the charter to the Board of Directors for
approval and have the document published at least every three
years in accordance with SEC regulations.
A-1
2. Review the Company's annual audited financial statements prior
to filing or distribution. Review should include discussion
with management and independent auditors of significant issues
regarding accounting principles, practices, and judgments.
3. In consultation with management, and the independent auditors,
consider the integrity of the Company's financial reporting
processes and controls. Discuss significant financial risk
exposures and the steps management has taken to monitor,
control, and report such exposures. Review significant
findings prepared by the independent auditors together with
management's responses.
4. Review with financial management and the independent auditors
the company's quarterly financial results prior to the release
of earnings and/or the company's quarterly financial
statements prior to filing or distribution. Discuss any
significant changes to the Company's accounting principles and
any items required to be communicated by the independent
auditors in accordance with SAS 61 (see item 9). The Chair of
the Committee may represent the entire Audit Committee for
purposes of this review.
B. Independent Auditors
1. The independent auditors are ultimately accountable to the
Audit Committee and the Board of Directors. The Audit
Committee shall review the independence and performance of the
auditors and annually recommend to the Board of Directors the
appointment of the independent auditors or approve any
discharge of auditors when circumstances warrant.
2. Approve the fees and other significant compensation to be paid
to the independent auditors.
3. On an annual basis, the Audit Committee should review and
discuss with the independent auditors all significant
relationships they have with the Company that could impair the
auditors' independence.
4. Review the independent auditors audit plan--discuss scope,
staffing, locations, reliance upon management, and general
audit approach.
5. Prior to releasing the year-end earnings, discuss the results
of the audit with the independent auditors. Discuss certain
matters required to be communicated to audit committees in
accordance with AICPA SAS.
6. Consider the independent auditors' judgments about the quality
and appropriateness of the Company's accounting principles as
applied in its financial reporting.
C. Legal Compliance
1. On at least an annual basis, review with the Company's
counsel, any legal matters that could have a significant
impact on the organization's financial statements, the
Company's compliance with applicable laws and regulations, and
inquiries received from regulators or governmental agencies.
D. Other Audit Committee Responsibilities
1. Annually prepare a report to shareholders as required by the
Securities and Exchange Commission. The report should be
included in the Company's annual proxy statement.
2. Perform any other activities consistent with this Charter, the
Company's by-laws, and governing law, as the Committee or the
Board deems necessary or appropriate.
A-2
3. Maintain minutes of meetings and periodically report to the
Board of Directors on significant results of the foregoing
activities.
E. Other Optional Charter Disclosures
1. Establish, review, and update periodically a Code of Ethical
Conduct and ensure that management has established a system to
enforce this Code.
2. Periodically perform self-assessment of audit committee
performance.
3. Review financial and accounting personnel succession planning
within the company.
4. Annually review policies and procedures as well as audit
results associated with directors' and officers expense
accounts and perquisites. Annually review a summary of
director and officers' related party transactions and
potential conflicts of interest.
A-3
PROXY ANAREN MICROWAVE, INC. PROXY
6635 Kirkville Road
East Syracuse, New York 13057
THIS IS YOUR PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF ANAREN MICROWAVE,
INC.
The undersigned hereby (1) acknowledges receipt of the notice of the
Annual Meeting of Shareholders of Anaren Microwave, Inc. (the "Company") to be
held at the Wyndham Hotel, 6302 Carrier Parkway, East Syracuse, New York on
Thursday, November 1, 2001 at 11:00 A.M., local time and of the Proxy Statement
in connection therewith and (2) appoints Hugh A. Hair and Lawrence A. Sala and
each of them as proxies, each with the power to appoint his substitute, and
hereby authorizes them to represent and to vote, as designated below, all of the
shares of common stock, $.01 par value, of Anaren Microwave, Inc. held of record
by the undersigned on September 17, 2001 at the Annual Meeting of Shareholders,
or any adjournment thereof. If any nominee for director should be unavailable to
serve, it is intended that all of the shares will be voted for such substitute
nominee as may be determined by the Board of Directors. The undersigned directs
that this Proxy be voted as follows:
(Continued and to be dated and signed on the reverse)
ITEM 1: ELECTION OF DIRECTORS
FOR all nominees listed at right WITHHOLD AUTHORITY to vote for all
(except as marked to the contrary). nominees listed at right.
___ ___
Nominees: Hugh A. Hair, Matthew Robison, Herbert I. Corkin, Dale F. Eck
(Instruction: To withhold authority to vote for any individual nominee, strike a
line through that nominee's name in the list at right.)
In their discretion the proxies are authorized to vote upon such other business
as may properly come before the Meeting or any adjournment thereof.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR THE ELECTION OF THE NOMINEES FOR DIRECTOR.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY USING THE ENCLOSED ENVELOPE. NO
POSTAGE REQUIRED.
___________________________
Signature
___________________________
Please Print Name Here
___________________________
Signature
___________________________
Please Print Name Here
Dated: _____________, 20___
IMPORTANT. Please sign
exactly as name appears on
this card. Each joint owner
should sign. Executors,
administrators, trustees,
etc. should give full
title.
ANNUAL MEETING OF SHAREHOLDERS OF
ANAREN MICROWAVE, INC.
November 1, 2001
PROXY VOTING INSTRUCTIONS
Co. # _____________________ Acct. #_______________________
TO VOTE BY MAIL
---------------
Please date, sign and mail your proxy card in the envelope provided as soon as
possible.
TO VOTE BY TELEPHONE (TOUCH-TONE PHONE ONLY)
--------------------------------------------
Please call toll-free 1-800-PROXIES and follow the instructions. Have your
control number and the proxy card available when you call.
TO VOTE BY INTERNET
-------------------
Please access the web page at www.voteproxy.com and follow the on-screen
instructions. Have your control number available when you access the web page.
YOUR CONTROL NUMBER IS [_____]