OMB APPROVAL
--------------------------
OMB Number: 3235-0059
Expires: August 31, 2004
Estimated average burden
hours per response...14.73
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement.
[ ] CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY
RULE 14a-6(e)(2)).
[X] Definitive Proxy Statement.
[ ] Definitive Additional Materials.
[ ] Soliciting Material Pursuant to Section 240.14a-12
DETREX CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (check the appropriate box):
[X] No fee required.
[ ] 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:
- --------------------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
- --------------------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
5) Total fee paid:
- --------------------------------------------------------------------------------
[ ] 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:
- --------------------------------------------------------------------------------
PERSONS WHO POTENTIALLY ARE TO RESPOND TO THE COLLECTION OF INFORMATION
CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A
CURRENTLY VALID OMB CONTROL NUMBER.
SEC 1913 (02-02)
DETREX CORPORATION
24901 NORTHWESTERN HIGHWAY
SUITE 500
SOUTHFIELD, MICHIGAN 48075
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 24, 2003
PLEASE TAKE NOTICE that the annual meeting of shareholders of DETREX
CORPORATION will be held on Thursday, the 24th day of April, 2003, at 11:00
a.m., local time, at The Westin Hotel, 1500 Town Center, Southfield, Michigan,
for the purposes of considering and acting upon the following:
(1) The election of three Directors of the Second Class; and
(2) The transaction of such other business as may properly come before the
meeting and any adjournments or postponements of the meeting.
The Board of Directors knows of no other business which will be presented
to the shareholders at this meeting.
The Board of Directors has fixed February 28, 2003 as the record date for
the determination of the shareholders entitled to receive notice of and to vote
at the annual meeting of shareholders and any adjournments or postponements of
the meeting.
It is important that proxies be returned promptly. Therefore, shareholders
who do not expect to attend the meeting in person are requested to vote, sign,
date and return the enclosed proxy, which is solicited by the Board of
Directors, in the enclosed prepaid envelope.
By Order of the Board of Directors
ROBERT M. CURRIE
Secretary
Dated: March 28, 2003
DETREX CORPORATION
24901 NORTHWESTERN HIGHWAY
SUITE 500
SOUTHFIELD, MICHIGAN 48075
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
The Board of Directors of DETREX CORPORATION (the "Corporation" or
"Detrex") requests all shareholders who do not expect to be present at the
annual meeting to be held April 24, 2003 (the "Annual Meeting"), and who wish
their stock to be voted upon the business to be transacted there, to vote, sign,
date and return the enclosed form of proxy. At any time before it is voted, each
granted proxy may be revoked by the shareholder by a later-dated proxy, by
written revocation addressed to the Secretary of the Corporation at the address
listed below, or by voting by ballot at the Annual Meeting. The cost of
solicitation is being borne by the Corporation. This solicitation is made by and
on behalf of the Board of Directors of the Corporation. Proxies received by the
Board of Directors from shareholders will be voted at the Annual Meeting in the
manner specified or, if not specified, as determined by the proxies. It is
anticipated that this Proxy Statement and the enclosed proxy will be mailed to
the shareholders of the Corporation on or about March 28, 2003. The
Corporation's principal offices are located at 24901 Northwestern Highway, Suite
500, Southfield, Michigan 48075.
Only shareholders of record at the close of business on February 28, 2003
are entitled to vote at the Annual Meeting. As of that date, there were
1,583,414 shares of common stock, $2 par value per share ("Common Stock"),
outstanding and entitled to vote. They were the only outstanding shares of the
Corporation. Every holder of outstanding shares of Common Stock entitled to be
voted at the Annual Meeting is entitled to one vote for each share held.
Presence in person or by proxy of holders of a majority of the outstanding
shares of Common Stock will constitute a quorum at the Annual Meeting. Assuming
a quorum is present, Directors are elected by a plurality vote of all votes
cast. In accordance with applicable law, abstentions and broker non-votes will
not have the effect of votes in opposition to a Director nominee.
1
ELECTION OF DIRECTORS
The Articles of Incorporation of the Corporation provide for the
classification of Directors into three classes as nearly equal in number as
possible, with three-year terms expiring on successive annual meeting dates. The
Corporation's By-Laws currently provide that the Board of Directors shall
consist of not less than seven nor more than twelve persons as shall be fixed
from time to time by the Board.
At the Annual Meeting, three Directors of the Second Class will be elected
to serve for a term of three years or until their successors have been elected
and have qualified. The terms of the three present Directors of the Second
Class, Robert A. Emmett, III, Benjamin W. McCleary and Arbie R. Thalacker,
expire at the Annual Meeting. Messrs. Emmett, McCleary and Thalacker have served
as Directors of Detrex since 1984, 1990 and 1980, respectively.
It is the intention of the persons named in the accompanying form of proxy
to vote such proxies for the nominees named below. The Board of Directors has no
reason to believe that any nominee will be unable to serve. In the event that
any nominee should not be available, the persons named in the proxy will vote
for the election of such substitute nominee as may be selected by the Board of
Directors of the Corporation.
NOMINEES for Directors of the Second Class:
Robert A. Emmett, III
Benjamin W. McCleary
Arbie R. Thalacker
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF THE NOMINEES
LISTED ABOVE AS DIRECTORS OF THE SECOND CLASS.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of March 27, 2003, the amount of Common
Stock beneficially owned by each Director and nominee for Director, each
Executive Officer named in the Summary Compensation Table, all Executive
Officers, Directors, and nominees for Director as a group, and certain other
beneficial owners:
<Table>
<Caption>
TOTAL SHARES PERCENT OF
NAME BENEFICIALLY OWNED(1) CLASS
---- --------------------- ----------
Bruce W. Cox................................................ 70,990(2) 4.5%
Robert M. Currie............................................ 9,000(2) *
Robert A. Emmett, III....................................... 46,816(2)(3)(4) 2.9%
William C. King............................................. 21,500(2)(5) 1.3%
Thomas E. Mark.............................................. 90,660(2)(6) 5.5%
Benjamin W. McCleary........................................ 8,500(2) *
Steven J. Quinlan........................................... 3,100(2)(7) *
Arbie R. Thalacker.......................................... 36,500(2)(3) 2.3%
David R. Zimmer............................................. 3,500(8) *
All Executive Officers, Directors and Nominees for Director
as a Group................................................ 290,566(2) 16.9%
Dimensional Fund Advisors Inc............................... 83,050(9) 5.2%
1299 Ocean Avenue, 11th Floor
Santa Monica, California 90401
Rivlin Family Partnership................................... 114,600(10) 7.2%
1404 Blackheath
Riverwoods, Illinois 60015
</Table>
2
<Table>
<Caption>
TOTAL SHARES PERCENT OF
NAME BENEFICIALLY OWNED(1) CLASS
---- --------------------- ----------
Summit Capital Management, LLC.............................. 255,570(11) 14.1%
601 Union Street, Suite 3900
Seattle, Washington 98101
W.R. Investment Capital Small Cap. Corp..................... 213,800(12) 14.0%
172 South Ocean Blvd.
Palm Beach, FL 33480
</Table>
- -------------------------
* Represents less than 1% of Class
(1) Ownership is direct with sole voting power and sole investment power unless
otherwise indicated by footnote.
(2) Totals include shares underlying options exercisable within 60 days of
March 27, 2003, as follows: Messrs. Cox, Emmett, McCleary and Thalacker,
7,000 shares each; Mr. Currie, 9,000 shares; Mr. King, 16,000 shares; Mr.
Mark, 78,000 shares; and Mr. Quinlan, 3,000 shares.
(3) Messrs. Emmett and Thalacker are first cousins.
(4) Included in the shares reported for Mr. Emmett are 1,000 shares owned
jointly with his wife, 15,247 shares owned by his wife, 100 shares owned by
his son, and 1,176 shares held by Mr. Emmett as trustee.
(5) Included in the shares reported for Mr. King are 1,500 shares held by Mr.
King as trustee and 4,000 shares held by his wife as trustee of her trust.
(6) Included in the shares reported for Mr. Mark are 4,500 shares owned by his
wife.
(7) Included in the shares reported for Mr. Quinlan are 100 shares owned
jointly with his wife.
(8) All 3,500 shares reported for Mr. Zimmer are owned jointly with his wife.
(9) This information is based on Schedule 13G filed on February 7, 2003 by
Dimensional Fund Advisors Inc. ("Dimensional"). As indicated on the
Schedule 13G, Dimensional, an investment advisor registered under Section
203 of the Investment Advisors Act of 1940, furnishes investment advice to
four investment companies registered under the Investment Company Act of
1940, and serves as investment manager to certain other investment groups,
including commingled group trusts (the investment companies and investment
vehicles are, collectively, the "Portfolios"). In its role as investment
advisor and investment manager, Dimensional possessed both investment and
voting power over 83,050 shares as of September 30, 2002. The Portfolios
own all 83,050 shares and Dimensional disclaims beneficial ownership of
such shares.
(10) This information is based on Schedule 13D dated January 15, 1998, filed by
the Rivlin Family Partnership ("Rivlin") in which Rivlin indicated it had
sole voting power and sole dispositive power with respect to 67,800 shares.
The aggregate number of shares reported as beneficially owned by Rivlin
includes 46,800 shares owned by other individuals.
(11) This information is based on Schedule 13G/A filed on February 5, 2003
jointly by Summit Capital Management, LLC ("SCM"), Summit Capital Partners,
LP, and John C. Rudolf, individually ("Rudolf"), in which SCM and Rudolf
indicated they had shared voting power and shared dispositive power with
respect to 255,570 shares.
(12) This information is based on Schedule 13D/A filed on December 18, 2002, by
WR Investment Partners Small Cap Corp. ("WRI"), in which WRI indicated that
it was the beneficial owner of 213,800 shares.
3
INFORMATION CONCERNING DIRECTORS AND NOMINEES
The following information is furnished with respect to each person
nominated for election as a Director and each other person whose term of office
as a Director will continue after the Annual Meeting:
<Table>
<Caption>
DIRECTOR
NAME AGE SINCE PRINCIPAL OCCUPATION DURING LAST 5 YEARS
---- --- -------- ----------------------------------------
DIRECTORS OF THE SECOND CLASS
WHOSE TERMS OF OFFICE WILL EXPIRE IN 2003
ROBERT A. EMMETT, III....... 59 1984 Senior Environmental Counsel, since April 30, 2001,
W. R. Grace & Co.; Deputy General Counsel for
Environment and Nuclear Programs, U.S. Department of
Energy, June 1999 to January 2001; Partner, Reed
Smith Shaw & McClay, attorneys, Washington, D.C.,
from January 1978 to June 1999.
BENJAMIN W. MCCLEARY........ 58 1990 Member, since 1998, and Partner, from 1989 to 1997,
McFarland Dewey & Co., LLC, investment bankers, New
York, New York; Director of Harvel Plastics Inc., a
subsidiary of the Corporation.
ARBIE R. THALACKER.......... 67 1980 Of Counsel, Shearman & Sterling, attorneys, New York,
New York since 2000; Partner, Shearman & Sterling,
attorneys, New York, New York, 1968-2000; Director of
Harvel Plastics, a subsidiary of the Corporation.
NOMINEES FOR DIRECTORS OF THE FIRST CLASS
WHOSE TERMS OF OFFICE WILL EXPIRE IN 2005
WILLIAM C. KING............. 58 1995 Chairman of the Board of the Corporation since April
26, 2001; Chairman of the Board and Chief Executive
Officer of the Corporation from January 1996 to April
26, 2001; Director of Harvel Plastics, a subsidiary
of the Corporation.
DAVID R. ZIMMER............. 56 1999 Chief Executive Officer of Twitchell Corporation
since September, 2000; Executive Vice President of
United Dominion Industries, Inc. from September 1997
to December 1998; Director of Twitchell Corporation,
Qualitor, Inc., and Twin Disc Inc.
DIRECTORS OF THE THIRD CLASS
WHOSE TERMS OF OFFICE WILL EXPIRE IN 2004
BRUCE W. COX................ 74 1968 President of B. W. Cox Company, manufacturer's
representative, North Canton, Ohio.
THOMAS E. MARK.............. 50 1996 President and Chief Executive Officer of the
Corporation since April 26, 2001; President and Chief
Operating Officer of the Corporation from January
1996 to April 26, 2001; Director of Harvel Plastics
Inc., a subsidiary of the Corporation.
</Table>
The Corporation may not have knowledge of all of the information provided
above regarding securities ownership, business interests and other events and
transactions of the Directors, nominees and others listed above. To the extent
that the Corporation does not have actual knowledge of such information, such
information has been furnished by such persons.
4
CERTAIN BUSINESS RELATIONSHIPS
Mr. Arbie R. Thalacker, a Director of the Corporation, is of counsel to the
firm of Shearman & Sterling, attorneys, New York, New York. Shearman & Sterling
rendered legal services to the Corporation during 2002 and it is anticipated
that the firm will render legal services to the Corporation during 2003.
SECTION 16(A) BENEFICIAL REPORTING COMPLIANCE
Based solely on a review of Forms 3 and 4 and amendments thereto furnished
to the Corporation during its most recent fiscal year, and Forms 5 and
amendments thereto furnished to the Corporation with respect to its most recent
fiscal year and certain written representations, no persons who were either a
Director, Officer or beneficial owner of more than 10% of the Corporation's
Common Stock, failed to file on a timely basis reports required by Section 16(a)
of the Exchange Act during the most recent fiscal year except that the Company
received a late Form 4 from each of Robert M. Currie and Steven J. Quinlan
relating to the grant of options in November 2002.
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors of the Corporation has an Audit Committee of
non-employee Directors. Its members in the last fiscal year were David R. Zimmer
(chairman), Benjamin W. McCleary and Arbie R. Thalacker, each of whom is an
independent director as defined in the listing standards of the National
Association of Securities Dealers. The Audit Committee held four meetings during
the last fiscal year. The Audit Committee, as the representative of the Board of
Directors, meets with the independent auditors of the Corporation to review the
manner of the auditing of the Corporation's accounts. The Audit Committee
reviews with the auditors the methods of accounting, the internal accounting
controls and procedures and the reports submitted by the auditors. The Audit
Committee reviews the audit scope and the estimated audit fee. The Audit
Committee also proposes to the Board of Directors the selection of the
Corporation's independent public accountants. (For a more detailed discussion of
the functions of the Audit Committee, see Report of the Audit Committee of the
Board of Directors).
The Board of Directors also has a Compensation Committee of non-employee
Directors. Its members in the last fiscal year were Benjamin W. McCleary
(chairman), Bruce W. Cox and Robert A. Emmett, III. The Compensation Committee
held three meetings during the last fiscal year. The committee reviews and
recommends to the Board of Directors the salaries and other compensation of all
Officers and senior management of the Corporation. The committee also
administers and grants options under the 1993 Stock Option Plan.
The Board of Directors also has a Finance Committee. Its members are
Benjamin W. McCleary (chairman), William C. King, Thomas E. Mark and Arbie R.
Thalacker. The Finance Committee did not hold any meetings during the last
fiscal year. The primary function of the Finance Committee is to review and
approve the Corporation's financing arrangements.
The Board of Directors does not have a Nominating Committee.
During the fiscal year ended December 31, 2002, the Board of Directors held
seven regular meetings. Each incumbent Director attended at least 75% of the
aggregate of all meetings of the Board of Directors and all meetings held by all
committees of the Board on which he served.
5
REPORT OF THE COMPENSATION COMMITTEE
OF THE BOARD OF DIRECTORS
The Compensation Committee of the Board of Directors (the "Committee")
consists of three members of the Board, none of whom is a present or former
officer or employee of the Corporation. The Committee is responsible for
reviewing and making recommendations to the Board of Directors with respect to
compensation paid to all officers of the Corporation (the "Officers"). In
addition, the Committee has been charged with the responsibility of
administering and granting options under the 1993 Stock Option Plan. During
2002, the Committee reviewed the Chief Executive Officer's assessments of each
Officer's performance. In light of the uncertain outlook for the economy and the
current low level of operating profits, the Chief Executive Officer recommended
to the Committee that any increases to the base compensation of the Officers be
deferred. The Committee concurred with these recommendations and recommended
deferral of salary increases to the Board of Directors. In 2002, the Committee
continued a Variable Compensation Plan ("VCP") first implemented in 1996. The
VCP would pay a cash bonus to an executive, depending on the financial
performance of the Corporation and its divisions. The bonus opportunity for the
year ending December 31, 2002 ranged from 10% to 40% of salary and, in the case
of Mr. Mark, 40% to 60%. Seventy-five percent of the Corporate Officers' bonus
opportunity would be based on the financial performance of the Corporation and
the remaining 25% on non-financial criteria. Managers with divisional
responsibilities would have 50% of their bonus dependent on the division's
performance, 25% dependent on non-financial performance and 25% on corporate
performance. No corporate performance bonus would be paid if the financial
results were below 100% of the 2002 budget and the maximum would be paid if the
financial results were at 200% of the 2002 budget.
In November, 2002, the Chief Executive Officer recommended that additional
grants be made under the 1993 Stock Option Plan. The Committee concurred and
awarded stock options to purchase a total of 17,000 shares of Common Stock at a
price of $4.00 per share to three executives, 12,000 of which were awarded to
Officers.
CHIEF EXECUTIVE OFFICER COMPENSATION
Mr. Mark was elected Chief Executive Officer on April 26, 2001. Mr. Mark
received a base salary of $286,000 in 2002. Mr. Mark did not receive any award
under the corporate performance VCP for 2002, and the non-financial criteria
award is shown in the Summary Compensation Table. The Committee recommended to
the Board that his base salary for 2003 remain at $286,000 and the Board of
Directors approved the Committee's recommendation.
Benjamin W. McCleary, Chairman
Bruce W. Cox
Robert A. Emmett, III
Members of the Compensation Committee
6
AUDIT COMMITTEE
The Corporation's Board of Directors has adopted a written charter for its
Audit Committee. The Charter was included as Appendix A to the Proxy Statement
filed, on March 21, 2001, with the Securities and Exchange Commission.
REPORT OF THE AUDIT COMMITTEE
OF THE BOARD OF DIRECTORS
We have reviewed and discussed with management and Deloitte & Touche LLP,
the Corporation's independent auditors, the Corporation's audited financial
statements as of and for the year ended December 31, 2002. We have discussed
with Deloitte & Touche LLP the matters required to be discussed by Statement on
Auditing Standards No. 61, Communication with Audit Committees, as amended, by
the Auditing Standards Board of the American Institute of Certified Public
Accountants. We have received and reviewed the written disclosures and the
letter from Deloitte & Touche LLP required by Independence Standard No. 1,
Independence Discussions with Audit Committees, as amended, by the Independence
Standards Board, and have discussed with the auditors the auditors'
independence. Based on the reviews and discussions referred to above, we
recommended to the Board of Directors that the financial statements referred to
above be included in the Corporation's Annual Report on Form 10-K for the year
ended December 31, 2002. We have also considered whether the provision of
services by Deloitte & Touche LLP not related to the audit of the financial
statements referred to above and to the reviews of the interim financial
statements included in the Corporation's Forms 10-Q for the quarters ended March
31, 2002, June 30, 2002 and September 30, 2002 is compatible with maintaining
the independence of Deloitte & Touche LLP.
David R. Zimmer, Chairman
Benjamin W. McCleary
Arbie R. Thalacker
The information presented with regard to the Corporation's Audit Committee
and the above Report of the Audit Committee shall not be deemed to be
incorporated by reference in any previous or future documents filed by the
Corporation with the Securities and Exchange Commission under the Securities Act
of 1933 or the Securities Exchange Act of 1934, except to the extent that the
Corporation specifically incorporates such information by reference in any such
document.
7
EXECUTIVE COMPENSATION
AND OTHER TRANSACTIONS
SUMMARY COMPENSATION TABLE
The following table sets forth the total compensation earned in each of the
last three years by the Corporation's Chief Executive Officer and the other most
highly compensated Executive Officers who earned more than $100,000 in total
annual salary and bonus:
<Table>
<Caption>
LONG TERM COMPENSATION
-------------------------------------------------
AWARDS PAYOUTS
------------------------ ---------------------
ANNUAL COMPENSATION RESTRICTED SECURITIES
------------------------------ STOCK UNDERLYING LTIP
SALARY BONUS OTHER AWARD(S) OPTIONS/ PAYOUTS ALL OTHER
NAME AND PRINCIPAL POSITION YEAR ($) ($) ($) ($) SARS(#) ($) COMP.($)
- --------------------------- ---- ------ ----- ----- ---------- ---------- ------- ---------
T.E. Mark................... 2002 286,000 42,900
President and Chief....... 2001 280,239
Executive Officer(1)...... 2000 272,012 149,607
R.M. Currie................. 2002 157,500 23,625 6,000
Vice President,........... 2001 153,405
General Counsel........... 2000 149,036 52,163
and Secretary(2)
S.J. Quinlan................ 2002 120,000 18,000 6,000
Vice President --
Finance,.................. 2001 109,858
Chief Financial
Officer,.................. 2000 93,280 32,648
and Treasurer (3)
</Table>
- -------------------------
(1) Prior to April 26, 2001, Mr. Mark held the positions of President and Chief
Operating Officer. On April 26, 2001, he was named President and Chief
Executive Officer.
(2) Prior to April 26, 2001, Mr. Currie held the positions of General Counsel
and Secretary. On April 26, 2001, he was named Vice President, General
Counsel and Secretary.
(3) Prior to November 21, 2002, Mr. Quinlan held the positions of Treasurer,
Controller, and Chief Accounting Officer. Prior to April 26, 2001, Mr.
Quinlan held the position of Controller and Chief Accounting Officer. On
November 21, 2002, he was named Vice President -- Finance, Chief Financial
Officer, and Treasurer.
The Corporation has a defined benefit plan (the "Retirement Plan") which is
qualified under the Internal Revenue Code. The participants are all salaried and
all non-union employees of the Corporation. Benefits are, in general, based upon
annual salary and length of service. The amount of the Corporation's annual
contribution to the Retirement Plan is determined for the total of all
participants covered by the Retirement Plan, and the amount of payment in
respect of a specified person is not and cannot readily be separated or
individually calculated by the regular actuaries for the Retirement Plan. Of the
current annual salaries reported in the Summary Compensation Table above for all
participants, approximately 79% is covered for purposes of the Retirement Plan.
The table below illustrates the amount of annual pension benefits payable to a
person in specified average annual compensation and years of service
classifications, assuming retirement in 2002.
8
BENEFIT EXAMPLES -- ANNUAL BENEFIT AT AGE 65 IN 2003(1)(2)
<Table>
<Caption>
YEARS OF SERVICE
AVERAGE ANNUAL -------------------------------------------
COMPENSATION 5 YEARS 10 YEARS 20 YEARS 30 YEARS
-------------- ------- -------- -------- --------
$75,000................................................. 4,253 8,505 17,010 25,515
$100,000................................................ 6,118 12,235 24,470 36,706
$125,000................................................ 7,993 15,985 31,970 47,956
$170,000................................................ 11,368 22,736 45,472 68,208
$240,000(3)............................................. 13,392 26,783 53,567 80,350
</Table>
- -------------------------
(1) Based on the Social Security law in effect on January 1, 2003 and the
Retirement Plan formula in effect on January 1, 2003.
(2) Internal Revenue Code Section 415 limit is generally $160,000.
(3) Compensation in excess of $200,000 is not recognized.
The years of credited service and average annual compensation covered by
the Retirement Plan for the current employees named in the Summary Compensation
Table are respectively as follows: T.E. Mark 7 years and $170,000; R.M. Currie
10 years and $149,268; and S. J. Quinlan 11 years and $100,467.
The Retirement Plan is integrated with Social Security benefits and the
amounts payable upon retirement shown in the table are net of Social Security
benefits offsets.
EMPLOYMENT AND OTHER AGREEMENTS
On January 22, 1996, the Corporation and Thomas E. Mark entered into an
employment agreement naming Mr. Mark President and Chief Operating Officer. On
April 26, 2001, Mr. Mark was named Chief Executive Officer and is currently the
President and Chief Executive Officer. The agreement has a three year term but
extends on each anniversary date for an additional year unless either party
declines the extension. It provides for an initial base salary of $238,000 per
year and a signing bonus of $40,000. The agreement provides that Mr. Mark will
participate in the Corporation's medical and life insurance plans and be
eligible for option grants and annual bonuses. The agreement also provides for a
supplemental pension upon his termination of employment, subject to certain
vesting and other conditions set forth in the agreement. The full amount of the
pension equals 50% of his final salary. The agreement includes severance terms
providing six months' salary and six months' medical benefits if Mr. Mark is
terminated before the expiration of the agreement's term for a reason other than
Cause or Disability or if he resigns for Good Reason (as such terms are defined
in the agreement). Under the agreement, he is also entitled to receive his
salary and medical benefits for an additional period, up to 18 months, during
which he is seeking new employment.
On June 23, 1993, the Corporation and Robert M. Currie entered into an
employment agreement naming Mr. Currie General Counsel of the Corporation
effective as of July 16, 1993. Mr. Currie was named Secretary of the Corporation
in 1994. On April 26, 2001, Mr. Currie was named Vice President and is currently
the Vice President, General Counsel and Secretary. The agreement has a three
year term but extends on each anniversary date for an additional year unless
earlier terminated. It provides for an initial base salary of $125,000 and the
opportunity to earn an annual bonus. It provides medical benefits, life
insurance and full vesting in the Retirement Plan after five full years of
employment. The agreement further provides for a severance payment of 18 months'
salary in the event the Corporation terminates Mr. Currie's employment for a
reason other than Cause (as defined in the agreement).
The Corporation and Steven J. Quinlan have an arrangement that in the event
the Corporation involuntary terminates Mr. Quinlan, the Corporation will
continue health care benefits for a period of 12 months and will make a
severance payment of 12 months' salary to Mr. Quinlan.
Each of the named Executive Officers has received various option grants
under the Corporation's 1993 Stock Option Plan. The plan provides for the
immediate vesting and acceleration of options upon a change in Control (as
defined in the plan) of the Corporation.
9
DIRECTOR COMPENSATION
Under the Corporation's current practices and with the exception of Mr.
King, a Director of the Corporation who is not an employee of the Corporation or
its subsidiaries is paid a monthly retainer of $1,000. In addition, each
Director, with the exception of Mr. King, is paid $1,000 plus reasonable
expenses for attendance at Board of Directors meetings, with the exception of
meetings held during the month of November for which Directors are paid $2,000
in addition to reasonable expenses. Each Director who serves as chairman of a
committee also receives $1,000, and each Director who serves as a member of a
committee also receives $500, for such service and $500 and reasonable expenses
for each committee meeting attended. In lieu of the foregoing, Mr. King is paid,
in addition to reasonable expenses, a monthly retainer of $5,000 to cover all
fees in connection with committee meetings and meetings of the Board of
Directors.
PERFORMANCE GRAPH
The graph below compares the cumulative total shareholder return on the
Common Stock for the last five fiscal years with the cumulative total return on
the NASDAQ Index and the Chemicals-Specialty Index over the same period
(assuming an investment of $100 in the Common Stock, NASDAQ Index and the
Chemicals-Specialty Index on December 31, 1997, and reinvestment of all
dividends). The common stock of each of the following companies is included in
the Chemicals-Specialty Index: Air Products and Chemicals, Cabot Corporation,
Ethyl Corporation, Grace (WR) and Corporation, Great Lakes Chemical, Lubrizol
Corporation, Praxair, Inc. and Sigma Aldrich Corporation.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
AMONG DETREX CORPORATION, THE NASDAQ STOCK MARKET -- U.S. INDEX
AND A PEER GROUP
[PERFORMANCE GRAPH]
<Table>
<Caption>
NASDAQ STOCK
DETREX CORPORATION PEER GROUP MARKET (U.S.)
------------------ ---------- -------------
12/97 100.00 100.00 100.00
12/98 64.10 75.53 140.99
12/99 39.74 77.86 261.48
12/00 58.97 81.80 157.42
12/01 46.77 94.26 124.89
12/02 27.69 93.43 86.33
</Table>
- -------------------------
* $100 invested on 12/31/97 in stock or index-including reinvestment of
dividends. Fiscal year ending December 31.
10
OPTION GRANTS IN LAST FISCAL YEAR
The following table shows information about option grants in the last
fiscal year for each of the Executive Officers included in the Summary
Compensation Table. For the fiscal year ended December 31, 2002, no other
Executive Officer of the Corporation received stock options. The Corporation did
not grant any stock appreciation rights.
<Table>
<Caption>
NUMBER OF % OF TOTAL
SECURITIES OPTIONS GRANTED EXERCISE OR
UNDERLYING TO EMPLOYEES IN BASE PRICE EXPIRATION GRANT DATE
NAME OPTIONS GRANTED FISCAL YEAR ($/SH) DATE VALUE(1)
---- --------------- --------------- ----------- ---------- ----------
Robert M. Currie............... 6,000 35.39% $4.00 11/21/2012 $14,100
Steven J. Quinlan.............. 6,000 35.39% $4.00 11/21/2012 $14,100
</Table>
- -------------------------
(1) Based on the Black-Scholes option valuation model. The actual value, if any,
the executive may realize will depend on the excess of the stock price over
the exercise price on the date the option is exercised so that there is no
assurance that the value realized will be at or near the value estimated by
the Black-Scholes model. The assumptions underlying the Black-Scholes model
include: (i) an expected volatility of .50 based upon the prior thirty (30)
month-end closing stock prices of the Common Stock, (ii) a risk-free rate of
return of 4.08%, which approximates the 5-year Treasury Bond rate, and (iii)
a ten year period from time of grant until exercise.
AGGREGATE OPTION EXERCISES IN LAST FISCAL YEAR
AND YEAR-END OPTION VALUES
The following table shows aggregate option exercises in the last fiscal
year and fiscal year-end option values for the Executive Officers included in
the Summary Compensation Table.
<Table>
<Caption>
NUMBER OF
SECURITIES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
SHARES OPTIONS AT OPTIONS AT
ACQUIRED ON VALUE YEAR-END (#) YEAR-END ($)
EXERCISE REALIZED EXERCISABLE/ EXERCISABLE/
NAME (#) ($) UNEXERCISABLE UNEXERCISABLE
---- ----------- -------- ------------- -------------
T.E. Mark...................................... 0 0 78,000/0 0/0
R.M. Currie.................................... 0 0 9,000/6,000 0/0
S.J. Quinlan................................... 0 0 3,000/6,000 0/0
</Table>
EQUITY COMPENSATION PLAN INFORMATION
The Corporation's equity compensation plans include the 1993 Stock Option
Plan and the 1993 Stock Option Plan for Outside Directors. See Note 14 of the
Notes to the Consolidated Financial Statements for the general terms of these
plans included in the Form 10-K for the year ended December 31, 2002.
The following chart gives aggregate information regarding grants under all
of the Corporation's equity compensation plans through December 31, 2002:
<Table>
<Caption>
NUMBER OF SECURITIES
REMAINING AVAILABLE FOR FUTURE
ISSUANCE UNDER EQUITY
NUMBER OF SECURITIES TO BE COMPENSATION PLANS
ISSUED UPON EXERCISE OF WEIGHTED-AVERAGE EXERCISE (EXCLUDING SECURITIES REFLECTED
PLAN CATEGORY OUTSTANDING OPTIONS PRICE OF OUTSTANDING OPTIONS IN THE FIRST COLUMN)
------------- -------------------------- ---------------------------- -------------------------------
Equity compensation plans
approved by shareholders... 185,000 $7.40 0
Equity compensation plans not
approved by shareholders... n/a n/a n/a
Total........................ 185,000 $7.40 0
</Table>
11
RELATIONSHIP WITH INDEPENDENT
PUBLIC ACCOUNTANTS
Deloitte & Touche LLP, certified public accountants, has audited the
accounts of the Corporation for over 40 years and has been selected by the
Corporation to continue in that capacity during 2003. This selection was
approved by the Audit Committee and by the Board of Directors.
Deloitte & Touche LLP plans to have a representative attend the Annual
Meeting who will be available to respond to appropriate questions and who will
have the opportunity to make a statement if the representative desires to do so.
AUDIT FEES
The aggregate fees billed by Deloitte & Touche LLP for professional
services rendered for the audit of the Corporation's annual financial statements
for the fiscal year ended December 31, 2002 and the reviews of the financial
statements included in the Corporation's Forms 10-Q during the same fiscal year
were $222,500.
FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES
No professional services related to information systems design and
implementation were performed for the Corporation by Deloitte & Touche LLP
during the fiscal year ended December 31, 2002.
ALL OTHER FEES
The aggregate fees billed by Deloitte & Touche LLP for all other
professional services rendered to the Corporation during the fiscal year ended
December 31, 2002 were $37,000.
SOLICITATION OF PROXIES
The expenses in connection with the solicitation of the enclosed form of
proxy, including clerical work, printing and postage, will be borne by the
Corporation. In addition to the use of the mails, Directors, Officers, or
employees of the Corporation or its subsidiaries may make solicitations in
person or by telephone without special compensation. The Corporation has
retained Georgeson Shareholder Communications, Inc. to assist in the
solicitation of proxies at an estimated cost of $1,500 plus reimbursement of
reasonable expenses. The Corporation will reimburse custodians, nominees or
other persons for their out-of-pocket expenses in sending proxy material to
beneficial owners.
PROPOSALS OF SHAREHOLDERS
Proposals of shareholders intended to be presented at the 2004 Annual
Meeting must be received by the Secretary, Detrex Corporation, 24901
Northwestern Highway, Suite 500, Southfield, Michigan 48075 no later than
November 22, 2003. In order for the proposal to be included in the proxy
statement, the shareholder submitting the proposal must meet certain eligibility
standards and comply with the procedures established by the Securities and
Exchange Commission as set forth in Rule 14a-8 of the Securities Exchange Act of
1934.
12
AS TO OTHER MATTERS WHICH
MAY COME BEFORE THE MEETING
The Board of Directors does not intend to bring any other matters before
the meeting and has not been informed of such an intention by any other person.
However, if any other matters properly come before the meeting, it is the
intention of the persons named in the enclosed form of proxy to vote said
proxies in accordance with their judgment on such matters.
It is important that the proxies be returned promptly. Therefore,
shareholders are requested to execute and return the enclosed proxy to which no
postage need be affixed if mailed in the United States.
By Order of the Board of Directors
ROBERT M. CURRIE
Secretary
Dated: March 28, 2003
13
DETCM-PS-03
DETACH HERE ZDETC2
DETREX CORPORATION
24901 NORTHWESTERN HIGHWAY, SUITE 500, SOUTHFIELD, MICHIGAN 48075
ANNUAL MEETING APRIL 24, 2003
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The shareholder(s) signing the reverse side of this card (the "Shareholder")
hereby appoints Bruce W. Cox, William C. King and David R. Zimmer, and each of
them, with power of substitution to each, proxies of the Shareholder, to vote
at the Annual Meeting of Shareholders of Detrex Corporation (the "Corporation")
to be held on the 24th day of April, 2003 and at any and all postponements or
adjournments of said meeting, all of the shares of stock of the Corporation
which the Shareholder may be entitled to vote, with all the powers the
Shareholder would possess, if then and there personally present.
The Shareholder hereby revokes any proxy or proxies heretofore given to vote
upon or act with respect to such shares and hereby ratifies and confirms all
that said proxies, their substitutes or any of them may lawfully do by virtue
hereof.
This proxy may be revoked at any time prior to said meeting and the Shareholder
reserves the right to attend such meeting and vote said stock in person.
The Shareholder hereby acknowledges receipt of the Notice of Annual Meeting of
Shareholders, dated March 28, 2003, the Proxy Statement furnished herewith and
the Annual Report of the Corporation for 2002.
- -------------------------------------------------------------------------------
PLEASE VOTE, SIGN, DATE AND MAIL THIS PROXY IN THE ENCLOSED ENVELOPE,
WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
NOTE; Please sign exactly as name appears hereon. If the stock is held in the
name of two or more persons, each should sign. Executors, administrators,
trustees, guardians, attorneys and corporate officers should add their titles.
If a corporation, sign in full corporate name by president or other authorized
officer. If a partnership, sign in partnership name by authorized person.
- -------------------------------------------------------------------------------
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
- --------------------------------- ---------------------------------
- --------------------------------- ---------------------------------
- --------------------------------- ---------------------------------
<Table>
DETREX CORPORATION
C/O EQUISERVE TRUST COMPANY, N.A.
P.O. BOX 8694
EDISON, NJ 08818-8694
DETACH HERE IF YOU ARE RETURNING YOUR PROXY CARD BY MAIL ZDETC1
/x/ PLEASE MARK
VOTES AS IN
THIS EXAMPLE.
- -----------------------------------------------
DETREX CORPORATION
- -----------------------------------------------
1. Election of Directors.
DIRECTORS OF THE SECOND CLASS: THE BOARD OF DIRECTORS RECOMMENDS THAT
(01) ROBERT A. EMMETT, III SHAREHOLDERS VOTE "FOR" ITEM 1.
(02) BENJAMIN W. MCCLEARY
(03) ARBIE R. THALACKER
FOR / / / / WITHHELD
ALL / / / / FROM ALL
NOMINEES / / / / NOMINEES
/ /
/ / UNLESS OTHERWISE SPECIFIED HEREON, THE SHARES
/ / ------------------------------------------ REPRESENTED BY THIS PROXY WILL BE VOTED FOR ITEM 1. THIS
For all nominee(s) except as written above PROXY WILL BE VOTED IN THE DISCRETION OF THE PROXIES
NAMED ON THE REVERSE SIDE WITH RESPECT TO ANY OTHER
MATTERS WHICH MAY PROPERLY COME BEFORE THE MEETING
AND ANY POSTPONEMENTS OR ADJOURNMENTS THEREOF.
Mark box at right if an address change or comment has / /
been noted on the reverse side of this card. / /
Signature: __________________________ Date: _____________ Signature: ______________________________ Date: ______________
</Table>