SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [_]
Filed by a Party other than the Registrant [X]
Check the appropriate box:
[X] Preliminary Proxy Statement [_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[_] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
METHODE ELECTRONICS, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
R.R. DONNELLEY & SONS COMPANY
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
[_] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
N/A
-------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
N/A
-------------------------------------------------------------------------
(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):
N/A
-------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
N/A
-------------------------------------------------------------------------
(5) Total fee paid:
$125.00
-------------------------------------------------------------------------
[_] 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:
N/A
-------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
N/A
-------------------------------------------------------------------------
(3) Filing Party:
N/A
-------------------------------------------------------------------------
(4) Date Filed:
N/A
-------------------------------------------------------------------------
Notes:
METHODE ELECTRONICS, INC.
----------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD SEPTEMBER 12, 1995
To the Stockholders of
METHODE ELECTRONICS, INC.
Notice is hereby given that the annual meeting of stockholders of Methode
Electronics, Inc., a Delaware corporation, will be held at the Arlington Park
Hilton Conference Center, 3400 West Euclid Avenue, Arlington Heights, Illinois
60005 on Tuesday, September 12, 1995 at 3:30 p.m. for the following purposes:
1. To elect a Board of Directors;
2. To amend Article Twelfth of the Company's Certificate of
Incorporation; and
3. To transact such other business as may properly come before said
meeting.
Stockholders of record as of the close of business on August 1, 1995 will be
entitled to vote at such annual meeting. Shares should be represented as fully
as possible, since a majority is required to constitute a quorum.
You are requested to mark, sign, date and mail the accompanying proxy in the
enclosed, self-addressed, stamped envelope, whether or not you expect to
attend the meeting in person. You may revoke your proxy for any reason at any
time prior to the voting thereof, either by written revocation prior to the
meeting or by appearing at the meeting and voting in person. Your cooperation
is respectfully solicited.
By order of the Board of Directors.
William J. McGinley
Chairman
Chicago, Illinois
August 10, 1995
PRELIMINARY COPY
METHODE ELECTRONICS, INC.
7444 WEST WILSON AVENUE
CHICAGO, ILLINOIS 60656-4549
(708) 867-9600
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON SEPTEMBER 12, 1995
INTRODUCTION
The enclosed proxy is solicited on behalf of the Board of Directors of
Methode Electronics, Inc. (the "Company"), in connection with the annual
meeting of stockholders to be held on September 12, 1995 at 3:30 p.m., and any
adjournment thereof (the "Annual Meeting"), at the Arlington Park Hilton
Conference Center, 3400 West Euclid Avenue, Arlington Heights, Illinois 60005.
The cost of proxy solicitation will be borne by the Company. In connection
with the solicitation of proxies by the use of the mails, the Company has
retained Morrow & Co., Inc. to solicit proxies on behalf of the Board of
Directors for a fee estimated not to exceed $4,000 plus reasonable out-of-
pocket expenses and disbursements. Morrow & Co., Inc. may solicit proxies from
stockholders by mail, telephone, telex, telegraph or personal call. In
addition, certain officers and other regular employees of the Company may
devote part of their time (but will not be specifically compensated therefor)
to solicitation by the same means. Proxies may be revoked at any time prior to
the voting thereof. Revocation may be done prior to the Annual Meeting by
written revocation sent to the Secretary of the Company, 7444 West Wilson
Avenue, Chicago, Illinois 60656-4549; or it may be done personally upon oral or
written request at the Annual Meeting; or it may be done by appearing at the
Annual Meeting and voting in person.
This proxy statement was first mailed or delivered to stockholders on or
about August 10, 1995.
RECORD DATE; VOTING SECURITIES OUTSTANDING
The close of business on August 1, 1995 is the record date for determining
the holders of securities of the Company entitled to notice of and to vote at
the Annual Meeting.
As of July 19, 1995, the Company had outstanding voting securities consisting
of 22,059,587 shares of Class A Common Stock, par value $0.50 per share ("Class
A Common Stock") and 1,268,766 shares of Class B Common Stock par value $0.50
per share ("Class B Common Stock"). The presence at the Annual Meeting, in
person or by proxy, of the holders of a majority of the issued and outstanding
shares of both Class A and Class B Common Stock entitled to vote at the Annual
Meeting is necessary to constitute a quorum. With respect to the election of
directors, the affirmative vote of the holders of a majority of the outstanding
Class A Common Stock present in person or by proxy, will elect three Class A
Directors, each Class A share having one vote; the affirmative vote of the
holders of a majority of the outstanding Class B Common Stock present in person
or by proxy, will elect six Class B Directors, each Class B share having one
vote. On all matters except the election of the directors and where otherwise
required by law or the Company's Certificate of Incorporation, the holders of
Class A Common Stock are entitled to one-tenth of a vote per share and the
holders of Class B Common Stock are entitled to one vote per share. A broker
non-vote is not counted in determining voting results. If a stockholder,
present in person or by proxy, abstains on any matter, the stockholder's shares
will not be voted on such matter. Thus, an abstention from voting on a matter
has the same legal effect as a vote "AGAINST" the matter.
SECURITY OWNERSHIP
The following table sets forth, with respect to the Company's voting
securities, all persons known to be the beneficial owners of more than five
percent of the Company's voting securities as of July 19, 1995.
NUMBER OR SHARES
AND NATURE OF
NME AND ADDRESSA BENEFICIAL PERCENT
OFBENEFICIAL OWNER TITLE OF CLASS OWNERSHIP(1) OF CLASS
- ------------------- -------------- ---------------- --------
William J. McGinley................... Common Stock
7444 W. Wilson Ave. Class A 242,628(2) 1.10%
Chicago, Illinois 60656 Class B 890,902(2) 70.20%
Methode Electronics, Inc.............. Common Stock
Employee Stock Ownership Trust Class A 2,317,508(3) 10.51%
Continental Bank, N.A. Class B 74,321(3) .06%
231 S. LaSalle Street
Chicago, Illinois 60697
Fidelity Funds........................ Common Stock
82 Devonshire Street Class A 2,073,200(4) 9.40%
Boston, Massachusetts 02109
Old MCM, Inc.......................... Common Stock
Munder Capital Center Class A 1,304,545(4) 5.91%
480 Pierce Street, Suite 300
Birmingham, Michigan 48012-3043
- --------
(1) Beneficial ownership arises from sole voting and investment power unless
otherwise indicated by footnote.
(2) Includes 87,228 shares of Class A and 7,638 shares of Class B Common Stock
held by the Employee Stock Ownership Trust under which Mr. W. McGinley has
sole voting power and, prior to distribution under the terms of the Trust,
no investment power. Also includes 45,265 shares of Class A Common Stock
granted but not yet vested pursuant to the Incentive Stock Award Plan as to
which he has sole voting power.
(3) Beneficial ownership is disclaimed due to restrictions on the trustee's
voting and investment power with respect to these shares. Includes 87,228
shares and 7,638 shares of Class A and Class B Common Stock, respectively,
held for the account of Mr. W. McGinley.
(4) Based solely upon a Schedule 13D provided to the Company.
The following table sets forth information regarding the Class A and Class B
Common Stock of the Company beneficially owned as of July 19, 1995 by: (i) each
Director and nominee of the Company; (ii) each of the Named Executives
identified in the Summary Compensation Table under "Executive Compensation";
and (iii) all Directors and executive officers of the Company as a group.
NUMBER OF SHARES
AND NATURE OF
TITLE OF BENEFICIAL PERCENT
BENEFICIAL OWNER CLASS OWNERSHIP(1) OF CLASS
- ---------------- ------------ ---------------- --------
William J. McGinley(2).............. Common Stock
Class A 242,628(3) 1.1%
Class B 890,902(3) 70.2%
William T. Jensen................... Common Stock
Class A 316,046(4) 1.4%
Class B 27,333(4) 2.2%
2
NUMBER OF SHARES
AND NATURE OF
TITLE OF BENEFICIAL PERCENT
BENEFICIAL OWNER CLASS OWNERSHIP(1) OF CLASS
- ---------------- ------------ ---------------- --------
George C. Wright.................. Common Stock
Class A 45,766(5) .2%
Class B 5,040(5) .4%
Raymond J. Roberts................ Common Stock
Class A 61,400 .3%
Class B 6,200 .5%
William C. Croft.................. Common Stock
Class A 62,140 .3%
Class B 2,020 .2%
Michael G. Andre.................. Common Stock
Class A 131,056(6) .6%
Class B 3,800(6) .3%
Kevin J. Hayes.................... Common Stock
Class A 106,019(7) .5%
Class B 3,368(7) .3%
James W. McGinley(2).............. Common Stock
Class A 43,793(8) .2%
Class B 21(8) --
James W. Ashley, Jr............... Common Stock
Class A 0 --
Class B 0 --
All Directors and Executive
Officers as Common Stock
a Group (9 individuals).......... Class A 1,008,848 4.6%
Class B 938,684 7.4%
- --------
(1) Beneficial ownership arises from sole voting and investment power unless
otherwise indicated by footnote.
(2) Mr. William J. McGinley is the father of Mr. James W. McGinley.
(3) See Note 2 on page 2 hereof regarding nature of stock ownership set forth
above.
(4) Includes 1,400 and 706 shares of Class A and Class B Common Stock,
respectively, owned in joint tenancy with his mother for which voting and
investment powers are shared and with respect to which beneficial ownership
is disclaimed. Includes 70,294 and 5,981 shares of Class A and Class B
Common Stock, respectively, held by the Employee Stock Ownership Trust for
which Mr. Jensen has sole voting power and, prior to distribution under the
terms of the Trust, no investment power. Also includes 47,660 shares of
Class A Common Stock granted but not yet vested pursuant to the Incentive
Stock Award Plan as to which he has sole voting power.
(5) Does not include 8,500 and 1,500 shares of Class A and Class B Common
Stock, respectively, owned by his wife for which beneficial ownership is
disclaimed.
(6) Includes 47,411 and 3,800 shares of Class A and Class B Common Stock,
respectively, held by the Employee Stock Ownership Trust for which Mr.
Andre has sole voting power and, prior to distribution under the terms of
the Trust, no investment power. Also includes 6,750 shares of Class A
Common Stock granted but not yet vested pursuant to the Incentive Stock
Award Plan as to which he has sole voting power.
(7) Includes 39,320 and 3,146 shares of Class A and Class B Common Stock,
respectively, held by the Employee Stock Ownership Trust for which Mr.
Hayes has sole voting power and, prior to distribution under the terms of
the Trust, no investment power. Also includes 18,105 shares of Class A
Common
3
Stock granted but not yet vested pursuant to the Incentive Stock Award Plan
as to which he has sole voting power.
(8) Includes 4,738 and 21 shares of Class A and Class B Common Stock,
respectively, held by the Employee Stock Ownership Trust for which Mr. J.
McGinley has sole voting power and, prior to distribution under the terms
of the Trust, no investment power. Also includes 9,055 shares of Class A
Common Stock granted but not yet vested pursuant to the Incentive Stock
Award Plan as to which he has sole voting power.
COMPLIANCE WITH SECTION 16(A)
OF THE SECURITIES EXCHANGE ACT OF 1934
Under the securities laws of the United States, the Company's Directors, its
executive officers, and any persons holding more than 10% of the Company's
Class A or Class B Common Stock are required to report their initial ownership
of the Company's Class A or Class B Common Stock and any subsequent changes in
that ownership to the Securities and Exchange Commission. Specific due dates
for these reports have been established and the Company is required to disclose
in this proxy statement any failure to file by the required dates during its
fiscal year ended April 30, 1995. All of these filing requirements were
satisfied, except that Mr. William T. Jensen filed one late report covering
19,190 shares of Class A Common Stock. In making these disclosures, the Company
has relied solely on written representations of its Directors and executive
officers and copies of the reports that they have filed with the Commission.
ITEM 1
ELECTION OF DIRECTORS
A Board of nine (9) Directors is to be elected, and each Director will hold
office until the next succeeding annual meeting of stockholders and until his
successor is elected and shall qualify. It is intended that the persons named
in the first portion of the following list will be elected by holders of the
Class A Common Stock and the persons named in the second portion will be
elected by holders of the Class B Common Stock. The shares represented by the
proxies given pursuant to this solicitation will be voted for the following
nominees unless votes are withheld in accordance with the instructions
contained in the proxy: Directors to be elected by Class A Common Stockholders
are Michael G. Andre, William C. Croft and James W. Ashley, Jr., Directors to
be elected by Class B Common Stockholders are William J. McGinley, William T.
Jensen, Kevin J. Hayes, George C. Wright, Raymond J. Roberts and James W.
McGinley. If any of said nominees is not a candidate for election as a Director
at the Annual Meeting, an event which the Board of Directors does not
anticipate, the proxies will be voted for a substitute nominee or nominees
appointed by the Board of Directors. Any such action will be consistent with
the right of the Class A Common Stockholders to elect a minimum of 25% of the
Directors.
INFORMATION CONCERNING NOMINEES:
DIRECTOR PRINCIPAL OCCUPATION FOR
NAME AGE SINCE LAST 5 YEARS AND OTHER DIRECTORSHIPS
- ---- --- -------- ------------------------------------
DIRECTORS TO BE ELECTED BY CLASS A COMMON STOCKHOLDERS
Michael G. Andre........................ 55 1984 Senior Executive Vice President of
the Company since December 1994.
Prior thereto, he was Executive Vice
President of Interconnect Products
Group since 1984 and Vice President
of Interconnect Products Group since
1978.
William C. Croft........................ 77 1975 Chairman of the Board, Clements
National Company (a manufacturer of
electrical equipment) since 1977.
Also a director of Mercury Finance
Co.
4
DIRECTOR PRINCIPAL OCCUPATION FOR
NAME AGE SINCE LAST 5 YEARS AND OTHER DIRECTORSHIPS
- ---- --- -------- ------------------------------------
James W. Ashley, Jr..................... 45 1995 Secretary of the Company since 1995.
Partner, Keck, Mahin & Cate (a law
firm retained as counsel to the
DIRECTORS TO BE ELECTED BY CLASS B COMMON STOCKHOLDERSCompany).
William J. McGinley..................... 72 1946 Chairman. Prior thereto, he was
President of the Company since 1946.
William J. McGinley is the father of
James W. McGinley.
William T. Jensen....................... 68 1959 President of the Company. Prior
thereto, he was Senior Executive
Vice President of the Company since
1952.
Kevin J. Hayes.......................... 54 1984 Vice President and Treasurer of the
Company since 1974, and Assistant
Secretary of the Company since 1995.
George C. Wright........................ 72 1968 President of Piedmont Co. Inc.
(distributor of marine products)
since January 1989.
Raymond J. Roberts...................... 66 1972 Secretary-Treasurer Coilcraft, Inc.
(a manufacturer of coils and
transformers).
James W. McGinley....................... 40 1993 President since December 1994 and
prior thereto Executive Vice
President since June 1993 of the
Optical Interconnect Products Group.
Prior thereto, he was General
Manager of the Company's Connector
Division from November 1984 to
January 1989, and Vice President,
Corporate Sales and Marketing from
January 1989 to June 1993. James W.
McGinley is the son of William J.
McGinley.
The Board of Directors of the Company has standing Audit and Compensation
Committees. The Board does not have a standing Nominating Committee.
The Audit Committee held two meetings during the last fiscal year. The
functions performed by the Committee are to meet with and review the results of
the audit of the Company performed by independent public accountants and to
recommend the selection of independent public accountants. Directors Raymond J.
Roberts and George C. Wright are members of the Committee.
The Compensation Committee held one meeting during the last fiscal year. The
functions performed by the Committee are to review salaries and bonuses of all
officers and key management personnel and the overall administration of the
Company's compensation program. Directors William J. McGinley, Raymond J.
Roberts and William C. Croft are members of the Committee.
The Board of Directors of the Company held five meetings during the last
fiscal year. No director attended less than 75 percent of the aggregate of the
total number of meetings of the Board and the total number of meetings held by
the respective committees on which he served.
5
EXECUTIVE COMPENSATION
The Summary Compensation Table below includes, for each of the fiscal years
ended April 30, 1995, 1994 and 1993, individual compensation paid for services
to the Company and its subsidiaries to: (i) the Chief Executive Officer and
(ii) the four other most highly compensated executive officers of the Company
(collectively, the "Named Executives"). Mr. J. McGinley became an executive
officer of the Company in June, 1993. Consequently, he was not included among
the most highly compensated officer group in fiscal year 1993.
SUMMARY COMPENSATION TABLE
ANNUAL LONG TERM
COMPENSATION COMPENSATION
--------------------- ------------
AWARDS PAYOUTS
---------- -------
RESTRICTED
NAME AND STOCK LTIP ALL OTHER
PRINCIPAL BONUS AWARD(S) PAYOUTS COMPENSATION
POSITION YEAR SALARY ($) ($) ($)(1)(2) ($)(3) ($)(4)
--------- ---- ---------- ------- ---------- ------- ------------
William J. Mc-
Ginley 1995 251,700(5) 741,345(6) 412,511 179,422 3,904
Chairman 1994 239,768(5) 701,568(6) 341,539 179,708 6,310
1993 228,592(5) 637,984(6) 230,376 131,965 5,450
William T. Jen-
sen 1995 240,860(5) 506,874(7) 400,304 182,730 5,857
President 1994 228,608(5) 502,229(7) 391,162 141,951 8,078
1993 213,252(5) 447,575(7) 283,552 93,651 7,050
Michael G. An-
dre 1995 180,720(5) 200,543(8) 69,786 40,572 8,895
Senior Execu-
tive Vice 1994 172,696(5) 168,625(8) 43,277 -0- 11,270
President 1993 167,284(5) 193,619(8) 43,487 -0- 10,382
Kevin J. Hayes 1995 122,796(9) 236,537(10) 165,004 71,769 10,725
Vice Presi-
dent, Trea-
surer 1994 117,228(9) 220,627(10) 136,616 71,882 12,927
and Assistant
Secretary 1993 112,740(9) 195,193(10) 92,150 50,757 11,882
James W. McGin-
ley 1995 97,280(11) 55,155 82,502 21,531 3,904
President Op-
tical Inter- 1994 85,992(11) 36,188 68,308 21,565 3,687
connect Prod-
ucts Group
- --------
(1) All restricted stock is valued at the closing price of the Class A shares
on the date of grant. On April 30, 1995, Mr. W. McGinley held 41,385
restricted shares having a value of $512,050; Mr. Jensen held 49,110
restricted shares having a value of $674,790; Mr. Andre held 6,490
restricted shares having a value of $86,807; Mr. Hayes held 16,555
restricted shares having a value of $228,813; and Mr. J. McGinley held
8,280 restricted shares having a value of $114,435. Dividends are paid on
restricted stock awards at the same rate as paid to all stockholders.
(2) Restricted stock awarded under the Company's Incentive Stock Award Plan
(the "Plan"), vests as of the earliest to occur of (i) the first day of
the third Plan year following the year with respect to which the award was
made; (ii) retirement at or after age 65; (iii) termination on account of
disability; or (iv) death, if termination of employment has not occurred
before the executive's death. As Messrs. W. McGinley and Jensen have
reached 65 years of age, if either were to retire, 41,385 and 49,110
shares, respectively, would immediately vest.
(3) Long-Term Incentive Plan ("LTIP") payouts represent amounts paid pursuant
to the Company's Longevity Contingent Bonus Program. See "Long-Term
Incentive Plans--Awards in Last Fiscal Year" and "Board Compensation
Committee Report on Executive Compensation--Long-Term Incentive" below for
a description of the Longevity Contingent Bonus Program.
6
(4) The figures in this column include amounts allocated under the Methode
Employee Stock Ownership Plan ("ESOP") and, with respect to Messrs.
Jensen, Andre and Hayes, above-market accrued interest and matching
amounts under the Capital Accumulation Program ("CAP"). Pursuant to the
ESOP, Mr. J. McGinley had 3,904 and 3,687 allocated to his account in 1995
and 1994, respectively, and the following amounts were allocated to the
accounts of each of the remaining Named Executives in 1995, 1994 and 1993,
respectively: $3,904, $6,310 and $5,450. Pursuant to the CAP adopted in
1986, in 1995, 1994 and 1993, respectively, the following Named Executives
were provided with the matching amounts and the amounts of accrued
interest in excess of 120% of the applicable federal long-term rate at the
time the CAP was established as follows: Mr. Jensen, $1,953, $1,768 and
$1,600; Mr. Andre, $4,991, $4,960 and $4,932; and Mr. Hayes, $6,821,
$6,617 and $6,432. Payment of such matching amounts and interest is
contingent upon satisfaction of certain terms of the CAP. Messrs. W. and
J. McGinley elected not to participate in the CAP.
(5) Includes a cash car allowance of $7,800.
(6) Includes a cash bonus of $341,345, $301,568 and $237,984 in 1995, 1994 and
1993, respectively, and a $400,000 payment in 1995, 1994 and 1993 pursuant
to the Supplemental Executive Benefit Plan.
(7) Includes a cash bonus of $306,874, $302,229 and $247,575 in 1995, 1994 and
1993, respectively, and a $200,000 payment in 1995, 1994 and 1993 pursuant
to the Supplemental Executive Benefit Plan.
(8) Includes a cash bonus of $100,543, $68,625 and $93,619 in 1995, 1994 and
1993, respectively, and a $100,000 payment in 1995, 1994 and 1993,
pursuant to the Supplemental Executive Benefit Plan.
(9) Includes a cash car allowance of $6,660.
(10) Includes a cash bonus of $136,537, $120,627 and $95,193 in 1995, 1994 and
1993, respectively, and a $100,000 payment in 1995, 1994 and 1993,
pursuant to the Supplemental Executive Benefit Plan.
(11) Includes a cash car allowance of $3,900.
LONG-TERM INCENTIVE PLANS--AWARDS IN LAST FISCAL YEAR
ESTIMATED FUTURE PAYOUTS
UNDER NON-STOCK PRICE BASED PLANS
PERFORMANCE OR OTHER
PERIOD UNTIL THRESHOLD TARGET MAXIMUM
NAME MATURATION OR PAYOUT ($) ($) ($)
- ---- -------------------- --------- ------- -------
W. McGinley...................... 3 years 341,345 341,345 341,345
Jensen........................... 3 years 306,871 306,871 306,871
Andre............................ 3 years 100,543 100,543 100,543
Hayes............................ 3 years 136,537 136,537 136,537
J. McGinley...................... 3 years 55,155 55,155 55,155
The Company has a Longevity Contingent Bonus Program which covers certain
officers and key management personnel. The longevity compensation amount is
equal to the current bonus received by an eligible employee for a given
quarter, and is earned and payable three years after the current quarter only
if the eligible employee is still an employee of the Company and his employment
performance is satisfactory. If for any reason other than death, disability or
retirement the officer or key employee terminates his employment with the
Company during the three-year period or his employment performance is not
satisfactory, no longevity compensation is payable under this program.
DIRECTOR COMPENSATION
The Company has a standard arrangement whereby directors who are not officers
and employees of the Company are each compensated at the rate of $2,000
quarterly plus an attendance fee of $500 for each meeting of the Board of
Directors at which they are present. Directors who are members of the
Compensation or Audit Committees receive an additional $500 for each committee
meeting attended. Each director who is
7
not paid as an officer or employee of the Company participates in the Incentive
Stock Award Plan for Non-Employee Directors which was approved by stockholders
in 1988. The Plan provides that non-employee directors who have been such for
at least twelve consecutive months will receive shares of Class A Common Stock
equal to five one-hundredths of one percent of pre-tax earnings of the Company
before extraordinary items of gain or loss for the fiscal year or 2,000 shares,
whichever is greater, such shares to vest immediately upon the date of grant.
Five one-hundredths of one percent of the applicable earnings of the Company
for the fiscal year ended April 30, 1995 was $20,423. According to the formula,
each non-employee director of the Company who has been a director for at least
twelve consecutive months, at present consisting of William C. Croft, Raymond
J. Roberts, and George C. Wright, received 2,000 shares. No shares are awarded
if the Company does not have pre-tax earnings. Directors who are also officers
and employees of the Company are not paid for their services as directors or
for attendance at meetings.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
William J. McGinley, who is Chairman and a director of the Company, is on the
Compensation Committee.
BOARD COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Company's compensation philosophy is comprised of several elements
designed to retain key management personnel, reward performance, reward
dedication and historical service to the Company, and to relate executive pay
to long-term Company performance. These elements consist of a base salary,
bonus compensation, incentive awards directly relating pay to performance, and
long-term incentive awards designed to align executive interests with
stockholder interests.
Base Salary
The base salaries of the Company's executive officers have remained
relatively flat, with small increases to reflect inflation. Base salaries,
including that of founder William J. McGinley, were originally set by Mr. W.
McGinley. Over the years, the Compensation Committee of the Board has reviewed
the founder's recommendations as to the salaries of the Company's officers and
key management personnel. Although base salaries have not been high relative to
other companies of comparable size, the bonus has been a key tool for rewarding
performance.
Bonus Compensation
Bonus amounts paid to the Named Executives are comprised of two elements: (i)
a quarterly cash bonus; and (ii), with respect to Messrs. W. McGinley, Jensen,
Andre and Hayes, the Supplemental Executive Benefit Plan (the "SEBP").
Cash bonuses for all officers and managerial personnel are determined
pursuant to a bonus plan reviewed from time to time by the Compensation
Committee. Pursuant to the bonus plan, bonus amounts are calculated according
to a formula which assigns certain percentages to different levels of pre-tax
profits.
The SEBP recognizes the dedication and contributions made by the Named
Executives and such other persons as determined by the Compensation Committee
during their past years of service to the Company. In recognition of the more
than 40 years of service of Messrs. McGinley and Jensen, the SEBP provides that
on an annual basis over a 10-year period commencing with fiscal 1992, Messrs.
McGinley and Jensen will each receive an amount equal to $10,000 and $5,000,
respectively, for each year of past service up to 40 years. In recognition of
the past years of service of Messrs. Andre and Hayes, the SEBP provides that on
an annual basis over a 10-year period commencing with fiscal 1992, Messrs.
Andre and Hayes will each receive an amount equal to $5,000 and $5,263
respectively, for each year of past service up to 20 years. No benefits may be
paid under the SEBP in any fiscal year in which the Company has a net loss, nor
may benefits be paid in
8
an amount in excess of 20% of pre-tax income (income before federal and state
income taxes and before extraordinary income and losses) in any year. To the
extent that benefits due are postponed because of a loss or insufficient
earnings, they are to be paid in subsequent years when earnings are sufficient.
Reductions in benefits shall be allocated pro rata to the participants and no
interest is to be paid on deferred amounts.
Pursuant to the SEBP, Mr. McGinley received a $400,000 payment in fiscal
1995.
Incentive Award
The Company's Incentive Stock Award Plan (the "Incentive Plan") is
administered by members of the Board of Directors (the "Committee") who are not
eligible to receive awards under the Incentive Plan. The Committee determines
which individuals shall participate in the Plan in any given year, which profit
centers will be the basis for each participant's award, the earnings for each
profit center and the number of shares of Class A Common Stock to be awarded to
each participant. The number of shares awarded to any participant in any given
year is determined by the Committee and historically has been determined by
dividing one percent of the pre-tax earnings of the applicable profit center
for that year by the fair market value of the Company's Class A Common Stock on
the first business day of the subsequent Incentive Plan year. Shares awarded to
a participant under the Incentive Plan vest on the first day of the third Plan
year following the year the award was made, or earlier upon retirement after
age 65 or termination of employment on account of death or disability.
Long-Term Incentive
The Company has instituted several plans which are designed to provide long-
term incentives for executives by relating executive compensation to Company
performance over time as well as by rewarding continued service to the Company.
The Company's Longevity Contingent Bonus Program (the "Bonus Program") awards
officers and key management personnel a matching bonus (equal to the amount of
the current quarterly bonus) which will be considered as earned and payable in
three years provided that the participant is still employed by the Company at
that time and performance has been satisfactory. If, for any reason, other than
death, disability, or retirement, the officer or key employee terminates his
employment with the Company during the three-year period, or his employment
performance is not satisfactory, no longevity compensation is payable under
this program. Mr. Andre's participation in this program has been phased in over
a three year period which commenced in fiscal 1992.
Mr. McGinley's total quarterly bonus awards in 1995 were $341,345. He is
therefore eligible to receive payments totalling $341,345 in 1998.
The Company also instituted a Capital Accumulation Program (the "CAP") under
which, from calendar years 1986 to 1989, the Company matched the amount of
compensation deferred by any executive or director on a dollar-for-dollar
basis, with a limit of $5,000 in any given year. If a participant retires at
age 55 and has been a participant in the CAP for ten years, then that
individual is eligible to receive payments with an annual yield of not less
than ten percent on the deferred amount, plus the matching amount. If the
participant retires at age 55 and has been a participant in the CAP between
five and nine years, he is eligible to receive the deferred amount plus
interest, plus between fifty to ninety percent of the matching amount plus
interest. If the participant resigns or retires before age 55 with at least
four years participation in the CAP, he is eligible to receive the deferred
amount with interest although he is not eligible to receive the matching
amount. In the event that an individual is discharged for cause, he is able to
receive the deferred amount without interest or the matching amount.
Mr. McGinley did not participate in the CAP.
The Company's Employee Stock Ownership Plan (the "ESOP") provides additional
long-term incentive to employees. The Board of Directors determines the amount
which the Company contributes, either in cash
9
or Company securities, to a trust established for the benefit of its employees.
Employees may not make contributions. The primary purpose of the ESOP is to
enable the Company's employees to earn a proprietary interest in the Company
thereby aligning employee interests with those of the stockholders. If cash is
contributed to the ESOP, the cash is used, to the extent practicable, to
purchase Company securities. Any employee who completes 1,000 hours of service
in a twelve month period is eligible to participate in the ESOP. The Company's
contributions to the ESOP are allocated to the accounts of participants in the
same proportion as each participant's compensation bears to the aggregate
compensation of all participants. In compliance with applicable law, the ESOP
provides for gradual vesting of 20% after two years through 100% after seven
years. The ESOP further provides that an employee's account will fully vest
upon termination of employment due to retirement, disability or death, or
resignation or dismissal after seven years of service. The vested portion of an
employee's account is to be distributed upon retirement, disability,
termination or death.
During 1993, the Internal Revenue Code of 1986 (the "Code") was amended to
include a provision which denies a deduction to any publicly held corporation
for compensation paid to any "covered employee" (defined as the CEO and the
Company's other four most highly compensated officers, as of the end of a
taxable year) to the extent that the compensation exceeds $1 million in any
taxable year of the corporation beginning after 1993. Compensation which is
payable pursuant to written binding agreements entered into before February 18,
1993 and compensation which constitutes "performance-based compensation" is
excludable in applying the $1 million limit. It is the Company's policy to
qualify compensation paid to its top executives, in a manner consistent with
the Company's compensation policies, for deductibility under the new law in
order to maximize the Company's income tax deductions.
Compensation Committee
William J. McGinley
Raymond J. Roberts
William C. Croft
10
PERFORMANCE GRAPH
The following graph sets forth a five-year comparison of the cumulative total
returns for: (i) the Class A Common Stock of the Company, (ii) the Class B
Common Stock of the Company, (iii) the CRSP Index for the Nasdaq Stock Market,
and (iv) the CRSP Index for the Nasdaq Electronics Components Stocks. All
returns were calculated assuming dividend reinvestment on a quarterly basis.
COMPARISON OF FIVE YEAR
CUMULATIVE TOTAL RETURNS
1990 1991 1992 1993 1994 1995
-------------------------------------------------------------------------------------
Methode Class A $100 $141 $225 $383 $539 $594
-------------------------------------------------------------------------------------
Methode Class B 100 152 242 487 572 609
-------------------------------------------------------------------------------------
NASDAQ (U.S.) 100 119 144 166 184 214
-------------------------------------------------------------------------------------
NASDAQ Elect. Comp. 100 121 136 204 275 436
11
ITEM 2
PROPOSAL TO AMEND THE COMPANY'S CERTIFICATE OF INCORPORATION
The Board of Directors has determined that an amendment and restatement of
Article Twelfth of the Company's Certificate of Incorporation relating to the
indemnification of officers and directors is advisable and has voted to
recommend such amendment to the Company's stockholders for adoption.
In order to best protect the interests of stockholders, the Company must be
able to successfully attract and retain qualified persons as directors and
officers and provide mechanisms which facilitate their ability to exercise
their best judgment and act upon that judgment without exposure to unreasonable
personal risks. The increase in the risk of litigation against directors and
officers impacts the ability of companies to recruit and retain qualified
persons as directors and officers. As such, it is necessary and desirable to
provide such persons with the assurance that, under appropriate circumstances,
the burden of liability and litigation expenses arising out of their services
rendered to the Company will be indemnified to the fullest extent permitted by
Delaware General Corporation Law, as such law may be further revised from time
to time.
The proposed amendment to Article Twelfth of the Certificate of Incorporation
is intended to remove the possibility of an inconsistency between the current
indemnification provisions of Article Twelfth in the Certificate of
Incorporation (which has been in effect since 1966) and the current Delaware
General Corporation Law, which has undergone revision since that time.
The proposed amendment to Article Twelfth of the Certificate of Incorporation
does not alter the standard of care which the directors or officers of the
Company owe to the Company and its stockholders under the Delaware General
Corporation Law. Nor does the proposed amendment effect Article Thirteenth of
the Certificate of Incorporation which limits the items for which a director
shall be personally liable for monetary damages to the following: (i) a breach
of loyalty, (ii) acts or omissions in bad faith involving intentional
misconduct or a knowing violation of law, (iii) unlawful payments of dividends
or unlawful stock purchases or redemptions or (iv) any transaction for which
the director derived an improper personal benefit.
Because the amendment provides that indemnification for directors and
officers will be provided to the fullest extent permitted by the then current
applicable law, it should eliminate the need to further change the Certificate
of Incorporation to ensure consistency in the event the Delaware General
Corporation Law is revised in the future.
Under the Delaware General Corporation Law, Delaware corporations are
authorized to indemnify directors and officers within prescribed reasonable
limits and must indemnify them under certain circumstances.
The full and complete text of the proposed amendment is set forth in Appendix
A hereto, and the foregoing discussion is qualified in all respects with
reference thereto.
The favorable vote of a majority of the outstanding shares of Class A and
Class B Common Stock voting together as a single class is required to adopt the
proposed amendment; provided, that the holders of Class A Common Stock shall
have one tenth ( 1/10 of 1) vote per share and the holders of Class B Common
Stock shall have one (1) vote per share. If adopted, the amendment would become
effective upon the filing with the Secretary of State of Delaware of a
Certificate of Amendment of the Company's Certificate of Incorporation, which
filing is expected to take place promptly after the Annual Meeting.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR THE PROPOSED
AMENDMENT.
12
OTHER MATTERS
INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors of the Company has selected Ernst & Young to examine
the consolidated financial statements of the Company and its subsidiaries for
the fiscal year ending April 30, 1996. Ernst & Young has served the Company in
this capacity since 1966. Representatives of Ernst & Young are expected to be
present at the Annual Meeting to be held on September 12, 1995 and will have
the opportunity to make a statement if they so desire. These representatives
are also expected to be available to respond to appropriate questions of
stockholders.
STOCKHOLDER PROPOSALS
Stockholder proposals intended to be included in the Company's proxy
statement and form of proxy relating to, and to be represented at, the Annual
Meeting of the Company to be held in 1996 must be received by the Company on or
before April 12, 1996.
SEC FORM 10-K
A copy of the Company's annual report to the Securities and Exchange
Commission will be provided to stockholders without charge upon written request
directed to William T. Jensen, President, Methode Electronics, Inc., 7444 West
Wilson Avenue, Chicago, Illinois 60656-4549.
OTHER BUSINESS
The Board of Directors knows of no other business that will be presented at
the Annual Meeting. Should any other business come before the Annual Meeting,
it is the intention of the persons named in the enclosed proxy form to vote in
accordance with their best judgment.
By order of the Board of Directors
William J. McGinley
Chairman
Chicago, Illinois
August 10, 1995
13
EXHIBIT A
AMENDED, ARTICLE TWELFTH
OF THE COMPANY'S CERTIFICATE OF INCORPORATION
Twelfth (a) Right to Indemnification. Each person who was or is made a party
or is threatened to be made a party to or is otherwise involved in any action,
suit or proceeding, whether civil, criminal, administrative or investigative
(hereinafter a "proceeding"), by reason of the fact that he or she is or was a
director or officer of the Company or is or was serving at the request of the
Company as a director, officer, employee or agent of another corporation or of
a partnership, joint venture, trust or other enterprise, including service with
respect to an employee benefit plan (hereinafter an "indemnitee"), whether the
basis of such proceeding is alleged action in an official capacity as a
director, officer, employee or agent or in any other capacity while serving as
a director, officer, employee or agent, shall be indemnified and held harmless
by the Company to the fullest extent authorized by the Delaware General
Corporation Law, as the same exists or may hereafter be amended (but, in the
case of any such amendment, only to the extent that such amendment permits the
Company to provide broader indemnification rights than permitted prior
thereto), against all expense, liability and loss (including attorneys' fees,
judgments, fines, ERISA excise taxes or penalties and amounts paid in
settlement) reasonably incurred or suffered by such indemnitee in connection
therewith and such indemnification shall continue as to an indemnitee who has
ceased to be a director, officer, employee or agent and shall inure to the
benefit of the indemnitee's heirs, executors and administrators; provided,
however, that, except as provided in paragraph (c) hereof with respect to
proceedings to enforce rights to indemnification, the Company shall indemnify
any such indemnitee in connection with a proceeding (or part thereof) initiated
by such indemnitee only if such proceeding (or part thereof) was authorized by
the Board of Directors of the Company.
(b) Right to Advancement of Expenses. The right to indemnification conferred
in paragraph (a) of this Section shall include the right to be paid by the
Company the expenses incurred in defending any proceeding for which such right
to indemnification is applicable in advance of its final disposition
(hereinafter an "advancement of expenses"); provided, however, that, if the
Delaware General Corporation Law requires, an advancement of expenses incurred
by an indemnitee in his or her capacity as a director or officer (and not in
any other capacity in which service was or is rendered by such indemnitee,
including, without limitation, service to an employee benefit plan) shall be
made only upon delivery to the Company of an undertaking (hereinafter an
"undertaking"), by or on behalf of such indemnitee, to repay all amounts so
advanced if it shall ultimately be determined by final judicial decision from
which there is no further right to appeal (hereinafter a "final adjudication")
that such indemnitee is not entitled to be indemnified for such expenses under
this Section or otherwise.
(c) Right of Indemnitee to Bring Suit. The rights to indemnification and to
the advancement of expenses conferred in paragraphs (a) and (b) of this Section
shall be contract rights. If a claim under paragraph (a) or (b) of this Section
is not paid in full by the Company within sixty days after a written claim has
been received by the Company, except in the case of a claim for an advancement
of expenses, in which case the applicable period shall be twenty days, the
indemnitee may at any time thereafter bring suit against the Company to recover
the unpaid amount of the claim. If successful in whole or in part in any such
suit, or in a suit brought by the Company to recover an advancement of expenses
pursuant to the terms of an undertaking, the indemnitee shall be entitled to be
paid also the expense of prosecuting or defending such suit. In (i) any suit
brought by the indemnitee to enforce a right to indemnification hereunder (but
not in a suit brought by the indemnitee to enforce a right to an advancement of
expenses) it shall be a defense that, and (ii) in any suit by the Company to
recover an advancement of expenses pursuant to the terms of an undertaking the
Company shall be entitled to recover such expenses upon a final adjudication
that, the indemnitee has not met any applicable standard for indemnification
set forth in the Delaware General Corporation Law. Neither the failure of the
Company (including its Board of Directors, independent legal counsel, or its
stockholders) to have made a determination prior to the commencement of such
suit that indemnification of the indemnitee is proper in the circumstances
because the indemnitee has met the applicable standard of conduct set forth in
14
the Delaware General Corporation Law, nor an actual determination by the
Company (including its Board of Directors, independent legal counsel, or its
stockholders) that the indemnitee has not met such applicable standard of
conduct, shall create a presumption that the indemnitee has not met the
applicable standard of conduct or, in the case of such a suit brought by the
indemnitee, be a defense to such suit. In any suit brought by the indemnitee to
enforce a right to indemnification or to an advancement or expenses hereunder,
or by the Company to recover an advancement of expenses pursuant to the terms
of an undertaking, the burden of proving that the indemnitee is not entitled to
be indemnified, or to such advancement of expenses, under this Section or
otherwise shall be on the Company.
(d) Non-Exclusivity of Rights. The rights to indemnification and to the
advancement of expenses conferred in this Section shall not be exclusive of any
other right which any person may have or hereafter acquire under any statute,
this certificate of incorporation, by-law, agreement, vote of stockholders or
disinterested directors or otherwise.
(e) Insurance. The Company may maintain insurance, at its expense, to protect
itself and any director, officer, employee or agent of the Company or another
corporation, partnership, joint venture, trust or other enterprise against any
expense, liability or loss, whether or not the Company would have the power to
indemnify such person against such expense, liability or loss under the
Delaware General Corporation Law.
15
PROXY CARD METHODE ELECTRONICS, INC.
CLASS A COMMON STOCK
ANNUAL MEETING OF STOCKHOLDERS, SEPTEMBER 12, 1995
The undersigned stockholder of Methode Electronics, Inc. does hereby
acknowledge receipt of Notice of said Annual Meeting and accompanying
Proxy Statement and constitutes and appoints William J. McGinley, William
T. Jensen and James W. Ashley, Jr., or any one or more of them, with full
powers of substitution and revocation, to be the attorneys and proxies to
vote all shares of Class A Common Stock of Methode Electronics, Inc.
which the undersigned is entitled to vote, with all the powers which the
undersigned would possess if personally present at the Annual Meeting of
Stockholders of said Corporation to be held on Tuesday, September 12,
1995 at 3:30 p.m. Chicago time at the Arlington Park Hilton Conference
Center, 3400 West Euclid Avenue, Arlington Heights, Illinois 60005, and
at any adjournments thereof:
1. The election of Michael G. Andre, William C. Croft and James W.
Ashley, Jr. as Class A directors.
[_FOR]ALL NOMINEES EXCEPT NOMINEE(S) WRITTEN BY THE UNDERSIGNED IN THE
SPACE BELOW
[_WITHHOLD]AUTHORITY TO VOTE
FOR ALL NOMINEES
-----------------------------------------------------------------------
2. The proposal to amend Article Twelfth of the Company's Certificate
of Incorporation.
[_] FOR [_] AGAINST [_] ABSTAIN
(PLEASE SIGN ON THE OTHER SIDE)
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
Any proxy heretofore given by the undersigned to vote at said Annual
Meeting is hereby revoked.
THIS PROXY SHALL BE VOTED IN ACCORDANCE WITH THE INSTRUCTIONS GIVEN AND
IN THE ABSENCE OF SUCH INSTRUCTIONS SHALL BE VOTED FOR ITEM 1 AND ITEM 2.
If other business is presented at said meeting, this proxy shall be voted
in accordance with the best judgment of the persons named as proxies
above.
You are urged to mark, sign and return your proxy without delay in the
return envelope provided for that purpose, which requires no postage if
mailed in the United States.
Date __________________, 1995
-----------------------------
When signing the proxy,
please date it and take care
to have the signature con-
form to the stockholder's
name as it appears on this
side of the proxy. If shares
are registered in the names
of two or more persons, each
person should sign. Execu-
tors, administrators, trust-
ees and guardians should so
indicate when signing.
DO NOT FOLD OR PERFORATE
THIS CARD
-------------------------------------------------------------------------------
PROXY CARD METHODE ELECTRONICS, INC.
CLASS B COMMON STOCK
ANNUAL MEETING OF STOCKHOLDERS, SEPTEMBER 12, 1995
The undersigned stockholder of Methode Electronics, Inc. does hereby
acknowledge receipt of Notice of said Annual Meeting and accompanying
Proxy Statement and constitutes and appoints William J. McGinley, William
T. Jensen and James W. Ashley, Jr., or any one or more of them, with full
powers of substitution and revocation, to be the attorneys and proxies to
vote all shares of Class B Common Stock of Methode Electronics, Inc.
which the undersigned is entitled to vote, with all the powers which the
undersigned would possess if personally present at the Annual Meeting of
Stockholders of said Corporation to be held on Tuesday, September 12,
1995 at 3:30 p.m. Chicago time at the Arlington Park Hilton Conference
Center, 3400 West Euclid Avenue, Arlington Heights, Illinois 60005, and
at any adjournments thereof:
1. The election of William J. McGinley, William T. Jensen, Kevin J.
Hayes, George C. Wright, Raymond J. Roberts and James W. McGinley
as Class B Directors.
[_FOR]ALL NOMINEES EXCEPT NOMINEE(S) WRITTEN BY THE UNDERSIGNED IN THE
SPACE BELOW
[_WITHHOLD]AUTHORITY TO VOTE
FOR ALL NOMINEES
-----------------------------------------------------------------------
2. The proposal to amend Article Twelfth of the Company's Certificate
of Incorporation.
[_] FOR [_] AGAINST [_] ABSTAIN
(PLEASE SIGN ON THE OTHER SIDE)
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
Any proxy heretofore given by the undersigned to vote at said Annual
Meeting is hereby revoked.
THIS PROXY SHALL BE VOTED IN ACCORDANCE WITH THE INSTRUCTIONS GIVEN AND
IN THE ABSENCE OF SUCH INSTRUCTIONS SHALL BE VOTED FOR ITEM 1 AND ITEM 2.
If other business is presented at said meeting, this proxy shall be voted
in accordance with the best judgment of the persons named as proxies
above.
You are urged to mark, sign and return your proxy without delay in the
return envelope provided for that purpose, which requires no postage if
mailed in the United States.
Date __________________, 1995
-----------------------------
When signing the proxy,
please date it and take care
to have the signature
conform to the stockholder's
name as it appears on this
side of the proxy. If shares
are registered in the names
of two or more persons, each
person should sign. Execu-
tors, administrators, trust-
ees and guardians should so
indicate when signing.
DO NOT FOLD OR PERFORATE
THIS CARD