SYMBOL TECHNOLOGIES, INC.
ONE SYMBOL PLAZA
HOLTSVILLE, NEW YORK 11742-1300
----------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
MAY 21, 2001
----------
To our shareholders:
The Annual Meeting of Shareholders of Symbol Technologies, Inc. will be
held at 10:00 A.M., local time, on May 21, 2001 at Symbol Technologies, Inc.,
World Headquarters, One Symbol Plaza, Holtsville, NY. At the meeting,
shareholders will be asked to vote on the following proposals:
Proposal 1. To elect eight directors of Symbol. Each director will
serve until their successors are elected at the next Annual
Meeting of Shareholders;
Proposal 2. To amend Symbol's Certificate of Incorporation to increase
the authorized number of shares of common stock to
600,000,000;
Proposal 3. To amend the 1997 Employee Stock Option Plan; and
Proposal 4. To ratify the appointment of independent auditors for 2001;
and
Proposal 5. To transact any other business that is properly brought
before the meeting.
Shareholders of record at the close of business on March 26, 2001 are
entitled to receive this notice and to vote at the meeting.
You may vote your shares by completing and returning the enclosed proxy
card or by telephone or via the Internet. Submitting your instructions by any
of these methods will not affect your right to attend the meeting and vote.
By Order of the Board of Directors,
LEONARD H. GOLDNER
Secretary
Dated: April 2, 2001
SYMBOL TECHNOLOGIES, INC.
ONE SYMBOL PLAZA
HOLTSVILLE, NEW YORK 11742-1300
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PROXY STATEMENT
----------
We are providing these proxy materials because the Board of Directors of
Symbol Technologies, Inc. ("Symbol" or the "Corporation") is soliciting your
proxy to vote at Symbol's Annual Meeting of Shareholders at 10:00 A.M., local
time on May 21, 2001, at Symbol Technologies, Inc., World Headquarters, One
Symbol Plaza, Holtsville, New York, and at any adjournment of this meeting.
This Proxy Statement contains information about the items being voted on at
the Annual Meeting and information about Symbol.
QUESTIONS AND ANSWERS
WHO IS ENTITLED TO VOTE?
Shareholders who own Symbol common stock on March 26, 2001 will be
entitled to vote at the Annual Meeting. On that date there were 151,025,306
shares of common stock outstanding and entitled to vote. Each share is
entitled to one vote on each matter properly brought before the meeting. Any
references to shares of Symbol common stock included in this Proxy Statement
have been adjusted to reflect the two stock splits effective in 1999 and 2000
but not the recently declared 3 for 2 stock split which will be effective on
April 16, 2001.
HOW DO I VOTE?
Symbol is offering you three methods of voting:
o You may indicate your vote on the enclosed proxy card, sign and
date the card and return the card in the enclosed prepaid
envelope.
o You may vote by telephone by calling the toll free number that
appears on the enclosed proxy card and following the instructions
given.
o You may vote via the Internet. Internet voting instructions are
provided on the enclosed proxy card.
All shares entitled to vote and represented by properly completed proxies
received before the meeting and not revoked will be voted at the meeting as
you instructed. If you do not indicate how your shares should be voted on a
matter, the shares represented by your properly completed proxy will be voted
as the Board of Directors recommends.
WHAT CAN I VOTE ON?
o The election of eight directors to serve for a term of one year;
o To amend Symbol's Certificate of Incorporation to increase the
authorized number of shares of common stock to 600,000,000;
o To amend the 1997 Employee Stock Option Plan;
o To ratify the appointment of independent accountants to audit the
financial statements of Symbol for 2001; and
o To transact any other business that is properly brought before
the meeting.
1
HOW DOES THE BOARD RECOMMEND I VOTE ON THE PROPOSALS?
The Board recommends votes:
o FOR each of the nominees for the Board of Directors.
o FOR the amendment of Symbol's Certificate of Incorporation to
increase the authorized number of shares of common stock to
600,000,000.
o FOR the amendment of the 1997 Employee Stock Option Plan.
o FOR the appointment of Deloitte & Touche LLP, independent
accountants to audit the financial statements of Symbol for 2001.
MAY I CHANGE MY VOTE?
You can revoke your proxy at any time before it is exercised by timely
delivery of a properly executed, later-dated proxy card or telephone or
Internet vote or by voting by ballot at the meeting.
HOW MANY VOTES ARE REQUIRED TO HOLD A MEETING?
A quorum is necessary to hold a valid meeting of shareholders. The
presence, in person or by proxy, of shareholders representing a majority of
the shares of Symbol's common stock outstanding and entitled to vote
constitutes a quorum. Abstentions and broker "non-votes" are counted as
present and entitled to vote for determination of a quorum.
An abstention is a properly executed proxy marked ABSTAIN for any matter.
A broker "non-vote" occurs when you hold your shares in "street name" through
a broker or other nominee and you do not give your broker or nominee
instructions on how to vote on matters over which your broker or nominee does
not have voting discretion. If you do not provide voting instructions, your
shares may not be voted on these matters.
HOW MANY VOTES ARE REQUIRED TO PASS A PROPOSAL?
A plurality of the votes cast is required to elect directors. This means
that the nominees who receive the greatest number of votes for each open seat
will be elected. Votes withheld and broker "non-votes" are not counted for
purposes of electing directors.
A vote is withheld when a properly executed proxy is marked VOTE WITHHOLD
for the election of one or more directors.
The affirmative vote of a majority of the votes present or represented and
entitled to vote is required for all other matters.
HOW WILL VOTING ON ANY OTHER BUSINESS BE CONDUCTED?
We do not know of any business or proposals to be considered at the 2001
Annual Meeting other than the items described in this Proxy Statement. If any
other business is proposed and we permit it to be presented at the meeting,
the signed proxies received from you and other shareholders give the persons
named the authority to vote on the matter according to their judgment.
WHEN ARE SHAREHOLDER PROPOSALS FOR THE 2002 ANNUAL MEETING DUE?
To be included in the Proxy Statement for the 2002 Annual Meeting,
proposals must be received in writing by December 18, 2001.
Under the By-Laws of Symbol, notice of proposals to be presented in person
at the next Annual Meeting of Shareholders must be received in writing by
December 31, 2001.
WHO RECEIVES PROXY MATERIALS?
This Proxy Statement and enclosed proxy card are being mailed to
shareholders on or about April 17, 2001. Each registered owner of Symbol
common stock on March 26, 2001 should also receive a copy
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of Symbol's 2000 Annual Report to Shareholders. IF YOU HAVE NOT RECEIVED THE
ANNUAL REPORT, WHICH INCLUDES A COPY OF THE CORPORATION'S ANNUAL REPORT ON
FORM 10-K, PLEASE CONTACT US AND WE WILL SEND A COPY AT NO EXPENSE TO YOU.
MAY I INSPECT THE SHAREHOLDER LIST?
In accordance with Delaware law, a list of shareholders entitled to vote
at the meeting will be available at the location of the Annual Meeting on May
21, 2001 and for 10 days prior to the meeting at Symbol's World Headquarters
between the hours of 9:00 a.m. and 4:00 p.m. Eastern Standard Time.
WHO BEARS THE COSTS OF THIS PROXY SOLICITATION?
Symbol pays the costs of this proxy solicitation. We have also made
arrangements with brokerage houses and other custodians, nominees and
fiduciaries of shares to send proxy materials to shareholders. We may
reimburse them for any expenses they incur.
HOW CAN I CONTACT SYMBOL TO REQUEST MATERIALS OR INFORMATION REFERRED TO IN
THIS QUESTIONS AND ANSWERS?
You may contact us:
o By mail addressed to:
Symbol Technologies, Inc.
One Symbol Plaza
Holtsville, NY 11742
Attention: Treasurer
o By calling 631-738-4104
o By leaving a message on our website at www.symbol.com
The closing price of Symbol's common stock on the New York Stock Exchange
on March 30, 2001 was $34.90 per share.
NOMINEES FOR ELECTION
The following information is supplied about the nominees for election as
directors of Symbol:
POSITIONS AND OFFICES HAS BEEN A
NAME AGE PRESENTLY HELD WITH SYMBOL DIRECTOR SINCE
- ------------------- ----- ----------------------------------------------- --------------
Jerome Swartz....... 60 Chairman of the Board of Directors, Chief 1975
Scientist and Director
Harvey P. Mallement. 60 Director 1977
Raymond R. Martino . 62 Vice Chairman of the Board of Directors 1983
George Bugliarello . 73 Director 1992
Charles B. Wang..... 56 Director 1994
Tomo Razmilovic..... 58 President, Chief Executive Officer and Director 1995
Leo A. Guthart...... 63 Director 1999
James Simons........ 62 Director 2000
Dr. Swartz co-founded and has been employed by Symbol since it commenced
operations in 1975. He is executive Chairman of the Board of Directors and
Chief Scientist and until July 1, 2000 was Chief Executive Officer for more
than fifteen years. Dr. Swartz was an industry consultant for the prior 12
years in the areas of optical and electronic systems and instrumentation and
has a total of some 160 issued and allowed U.S. patents and technical papers
to his credit. He is a member of the Board of Trustees of Polytechnic
University and a member of the Board of Directors of the Stony Brook
Foundation. Dr. Swartz is also a fellow of the Institute of Electrical and
Electronic Engineers and a member elect to the National Academy of
Engineering. He has been the recipient of the Institute of Electrical and
Electronic Engineers' Ernst Weber Leadership Award for career achievement.
3
Mr. Mallement has been one of the Managing General Partners of Harvest
Partners, Inc., a private equity and leveraged buyout investment management
company since it began in April 1981. He is an officer and director of seven
privately held companies.
Mr. Martino was Symbol's President and Chief Operating Officer from
December 1983 until June 1994. He is currently the Vice Chairman of the Board
of Directors of Symbol and is employed by Symbol on a part-time and
consulting basis.
Dr. Bugliarello has been Chancellor of Polytechnic University since July
1994. For the prior 21 years, he was President of Polytechnic University. He
has been a member of several scientific organizations including past Chairman
of the Board of Science and Technologies for International Development of the
National Academy of Sciences. He is a member of the National Academy of
Engineering and the Council on Foreign Relations. He is a member of the Board
of Directors of several organizations including Comtech Laboratories and
Analytic Services, Inc.
Mr. Wang has been the Chairman of the Board of Computer Associates
International, Inc. since 1980. He was Chief Executive Officer from 1976
until August 2000. Computer Associates is one of the world's leading business
software companies with fiscal 2000 revenues exceeding $6 billion.
Since July 1, 2000, Mr. Razmilovic has been President and Chief Executive
Officer of Symbol. For the five prior years, he was President and Chief
Operating Officer of Symbol. He was previously Senior Vice President,
Worldwide Sales and Services. He joined Symbol in 1989. Prior to joining
Symbol, he was President of ICL International, a major European computer
manufacturer and he also led its industry marketing and software development
divisions.
Dr. Guthart is currently employed as Executive Vice President of the
Honeywell Corporation. He has been Vice Chairman of the Board of Pittway
Corporation since 1987 and Chief Executive Officer of its Security Group
since 1981. This group includes ADEMCO, a manufacturer of alarm equipment;
ADI, the largest U.S. distributor of security equipment; First Alert
Professional Security Systems, a brand name marketing program for alarm
dealers; and AlarmNet, a cellular radio service that transmits alarm and
security signals in major U.S. cities. Dr. Guthart has served as a director
of the Acorn Fund, a growth-oriented mutual fund, since 1997. Since 1996, he
has also served as non-executive Chairman of Cylink Corporation, a supplier
of information security encryption equipment, and since 1993 as a director of
AptarGroup, Inc., a producer of dispensing valves, pumps and closures for the
pharmaceutical and fragrance industries. From 1960 to 1963 Dr. Guthart served
on the faculty of Harvard Business School and from 1993 to 1996 he was
Chairman of the Board of Trustees of Hofstra University.
Dr. Simons has been the President of Renaissance Technologies Corporation
since 1982. Renaissance Technologies Corporation is an investment firm
dedicated to the use of mathematical methods. From 1968 to 1975, Dr. Simons
served as Chairman of the Mathematics Department of S.U.N.Y. Stony Brook. Dr.
Simons has been a founder and director of Franklin Electronic Publishers
since 1981 and Cylink Corporation since 1983. Dr. Simons has been Chairman of
the Board and a Director of Segue Software since 1988. Dr. Simons serves as
Chair Emeritus of the Stony Brook Foundation Board at S.U.N.Y. Stony Brook,
is a member of the Board of Governors of the New York Academy of Science and
is a director of B.S.A., the management organization of Brookhaven National
Laboratories. Dr. Simons has taught mathematics at M.I.T. and Harvard
University and served as a cryptanalyst at the Institute of Defense Analysis
in Princeton.
MEETINGS OF THE BOARD
During the fiscal year ended December 31, 2000 the Board of Directors held
seven meetings. Other than Mr. Wang, each director attended 75% or more of
the aggregate of (1) the total number of meetings of the Board of Directors
and (2) the total number of meetings held by all the committees of the Board
on which that director served.
The Board of Directors has an Audit Committee. Messrs. Mallement, Mr.
Bugliarello and Guthart are the members. The primary functions of the Audit
Committee are to review Symbol's financial statements, to recommend the
appointment of Symbol's independent auditors and to review the overall
4
scope of the audit. The members of the Audit Committee are independent as
defined under the New York Stock Exhange's listing standards. The Audit
Committee held six meetings in 2000. Symbol has adopted a written charter for
its Audit Committee, a copy of which is annexed hereto as Annex A.
The Board of Directors has a Compensation/Stock Option Committee
consisting of Messrs. Guthart and Mallement. The primary functions of this
Committee are to review the salaries, benefits and any other compensation of
Symbol's senior executive officers, to make recommendations to the Board of
Directors about these matters and to administer Symbol's stock option plans.
During 2000, the Committee held five meetings.
The Board of Directors has a Nominating Committee. Drs. Swartz and Simons
are the members. The primary function of this committee is to review and
recommend to the Board potential candidates for election to the Board of
Directors. The committee held one meeting in 2000. Shareholders may recommend
candidates for consideration by the committee by providing written notice to
the Secretary of Symbol by December 31 of the year before the date of the
meeting. You should send this notice to Symbol's offices in Holtsville, New
York. Please provide the candidate's name, biographical data and
qualifications. Recommendations should include a written statement from the
individual of his or her consent to be nominated as a candidate and, if
nominated and elected, to serve as a director.
5
PRINCIPAL SHAREHOLDERS
In the following table, you can find information about Symbol common stock
owned by any person that Symbol knows owns more than 5% of Symbol's common
stock:
NAME AND ADDRESS AMOUNT AND NATURE OF PERCENT OF
OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP (1) COMMON STOCK
- --------------------------------------- ---------------------------------------
Janus Capital Corporation, 17,810,019(2) 12.9%
Thomas H. Bailey and Janus Fund
100 Fillmore Street Suite 300
Denver, CO 80206
Forstmann-Leff Associates, LLC 12,959,802(3) 9.4%
55 East 52nd Street
New York, New York 10055
Edward C. Johnson III, Abigail P. 11,946,036(4) 8.2%
Johnson and F.M.R. Corp.
82 Devonshire Street
Boston, Massachusetts 02109
Reliance Financial Services Corporation 8,173,930(5) 5.5%
Park Avenue Plaza
New York, New York 10055
Putnam Investments, LLC 7,621,396(6) 5.2%
Marsh & McLennan Companies, Inc.
Putnam Investment Management, LLC, and
The Putnam Advisory Company, LLC
One Post Office Square
Boston, MA 02109
- ------------
(1) The table identifies any persons having sole voting and investment
power over shares shown opposite their names as of December 31, 2000
except as otherwise stated in the footnotes to the table. Symbol
obtained this information from publicly filed documents or it was
furnished to Symbol.
(2) The number of shares owned as of December 31, 2000 according to a
statement on Schedule 13G filed with the Securities and Exchange
Commission as of February 15, 2001.
Janus Capital Corporation is a registered investment adviser which
furnishes investment advice to several investment companies
registered under Section 8 of the Investment Company Act of 1940 and
individual and institutional clients (collectively referred to herein
as "Managed Portfolios"). As a result of its role as investment
adviser or sub-adviser to the Managed Portfolios, Janus Capital may
be deemed to be the beneficial owner of the shares of Symbol common
stock held by such Managed Portfolios. Mr. Bailey owns approximately
12.2% of Janus Capital. In addition to being a stockholder of Janus
Capital, Mr. Bailey serves as President and Chairman of the Board of
Janus Capital. As a result of his position, Mr. Bailey may be deemed
to have the power to exercise or to direct the exercise of such
voting and/or dispositive power that Janus Capital may have with
respect to Symbol common stock held by the Managed Portfolios. The
interest of one person, Janus Fund, an investment company registered
under the Investment Company Act of 1940, amounted to 9,298,607
shares or 6.7% of the total outstanding common stock of Symbol at
December 31, 2000.
(3) The number of shares owned as of December 31, 2000 according to a
statement on Schedule 13G filed with the Securities and Exchange
Commission as of February 12, 2001. These shares include the
following shares owned by FLA Asset Management, LLC, Forstmann-Leff
Associates LP, FLA Advisers LLC, and Forstmann-Leff International,
LLC.
o Forstmann-Leff Associates, LLC, an investment advisor, has sole
power to vote or direct the vote of 3,011,427 of these shares and
sole power to dispose of or to direct the disposition of 3,975,954
of these shares, shared power to vote or direct the vote of
7,158,413 of these shares and shared power to dispose of or direct
the disposition of 8,983,848 of these shares.
6
o FLA Asset Management, LLC, an investment advisor and subsidiary of
Forstmann-Leff Associates, LLC owns 3,227,849 of these shares and has
shared power to vote or direct the vote of 1,386,339 of these shares
and shared power to dispose of or direct the disposition of 3,227,849
of these shares.
o Forstmann-Leff Associates, L.P., an investment advisor whose general
partner is FLA Asset Management, LLC, owns 47,124 shares and has
shared power to vote or direct the vote of 42,399 shares and shared
power to dispose of or direct the disposition of 47,124 shares. These
shares are included in the shares owned by FLA Asset Management LLC.
o FLA Advisors LLC, an investment advisor owns 5,704,024 shares and has
shared power to vote or direct the vote of and shared power to dispose
of or direct the disposition of all of these shares.
o Forstman-Leff International, LLC, an investment advisor owns 51,975
shares and has shared power to vote or direct the vote of and shared
power to dispose of or direct the disposition of all of these shares.
No one client owns more than 5% of such shares.
(4) The number of shares owned as of December 31, 2000 according to a statement
on Schedule 13G filed with the Securities and Exchange Commission as of
February 14, 2001. Mr. Johnson serves as Chairman and Abigail P. Johnson is
a Director of FMR Corp. Mr. Johnson owns 12.0% and Abigail P. Johnson owns
24.5% of the outstanding voting stock of FMR Corp. Members of the Edward C.
Johnson III family own shares of common stock representing approximately
49% of the voting power of FMR Corp. Mr. Johnson and members of his family
may be deemed to form a controlling group with respect to the common voting
stock of FMR Corp.
Of these shares:
o 10,151,187 are owned by Fidelity Management & Research Company, an
investment advisor and a wholly owned subsidiary of FMR Corp. Edward
J. Johnson, III, and FMR Corp. through its control of Fidelity
Management & Research Company each has sole power to dispose of these
shares.
o 1,525,799 are owned by Fidelity Management Trust Company, a bank and a
wholly owned subsidiary of FMR Corp. Mr. Johnson and FMR Corp. through
its control of Fidelity Management Trust Company each has sole power
to dispose of these shares and sole power to vote or direct the vote
of 1,245,574 of these shares.
o 269,050 are owned by Fidelity International Limited, an investment
advisor, which has the sole power to vote and dispose of these shares.
A partnership controlled by Mr. Johnson and members of his family owns
shares of Fidelity International Limited voting stock with the right
to cast 39.8% of the total votes which may be cast by all holders of
Fidelity International Limited voting stock.
No one client owns more than 5% of such shares.
(5) The number of shares owned as of July 12, 2000 according to a statement on
Schedule 13D filed with the Securities and Exchange Commission. Reliance
Financial Services Corporation is a wholly owned subsidiary of Reliance
Group Holdings, Inc.
(6) The number of shares owned as of December 31, 2000 according to a statement
on Schedule 13G filed with the Securities and Exchange Commission as of
February 13, 2001. Putnam Investments, LLC ("PI") is a wholly owned
subsidiary of Marsh & McLennan Companies, Inc. PI wholly owns two
registered investment advisers: Putnam Investment Management, LLC ("PIM")
and the Putnam Advisory Company, LLC ("PAC"). PI owns 7,621,396 of these
shares and has shared power to vote or direct the vote of 348,112 of these
shares and shared power to dispose of or direct the disposition of
7,621,396 of these shares. PIM owns 5,633,780 of these shares and has
shared power to dispose of or direct the disposition of these shares. PAC
owns 1,987,616 of these shares and has shared power to vote or direct the
vote of 348,112 of these shares and shared power to dispose of or direct
the disposition of 1,987,616 of these shares.
7
SECURITY OWNERSHIP OF MANAGEMENT
In the following table you can find information about the common stock of
Symbol owned as of March 1, 2001, except as otherwise stated in the footnotes
to the table, by:
o all directors and nominees
o executive officers listed in the following Summary Compensation
Table
o all executive officers and directors as a group
AMOUNT AND NATURE OF PERCENT OF
NAME OF INDIVIDUAL OR IDENTITY OF GROUP BENEFICIAL OWNERSHIP (1) COMMON STOCK
- ----------------------------------------------- ---------------------------------------
Jerome Swartz................................... 6,520,721 (2) 4.2%
Harvey P. Mallement............................. 208,814 (3) *
Raymond R. Martino.............................. 382,593 (4) *
George Bugliarello.............................. 112,119 (5) *
Charles B. Wang................................. 180,466 (6) *
Tomo Razmilovic................................. 2,033,606 (7) 1.3%
Leo A. Guthart.................................. 31,250 (8) *
James Simons.................................... 5,000 *
Leonard H. Goldner.............................. 854,086 (9) *
Kenneth V. Jaeggi............................... 260,131 (10) *
Brian T. Burke.................................. 387,612 (11) *
All executive officers and directors as a group
(consisting of 18 individuals)................. 12,463,258 (12) 7.8%
- ------------
* Less than 1%
(1) The persons identified in this table have sole voting and investment
power over the shares of Symbol common stock stated above, except as
stated otherwise in these footnotes. This information was obtained
from publicly filed documents and from information the directors,
nominees and executive officers have given to us.
(2) This number includes:
o 4,908,529 shares which may be acquired upon the exercise of options
within 60 days of March 1, 2001.
o 22,824 shares owned by his wife.
o 115,436 shares held in trust of which Dr. Swartz is the income
beneficiary and his children are the residual beneficiaries. All of
these shares are subject to "European Collar" arrangements.
o 1,422,845 shares owned by Dr. Swartz. 946,500 of these shares are
subject to "European Collar" arrangements. Dr. Swartz has shared
investment power over the shares covered by these arrangements.
o 73,912 shares held by charitable trusts.
Dr. Swartz disclaims beneficial ownership of shares owned by or for
the benefit of members of his family, and held by charitable trusts.
(3) This number includes 104,526 shares that may be acquired upon the
exercise of options and a warrant within 60 days of March 1, 2001 and
104,288 shares owned by Mr. Mallement. 60,750 of these shares are
subject to "European Collar" arrangements. Mr. Mallement has shared
investment power over the shares covered by these arrangements.
(4) This number includes 23,625 shares that may be acquired by Mr.
Martino upon the exercise of options within 60 days of March 1, 2001
and 358,968 shares owned by Mr. Martino.
(5) This number includes 104,526 shares that may be acquired upon the
exercise of options and a warrant within 60 days of March 1, 2001 and
7,593 shares owned jointly by Dr. Bugliarello and his wife.
8
(6) This number includes 129,841 shares that may be acquired upon the
exercise of options and a warrant within 60 days of March 1, 2001 and
50,625 shares owned by Mr. Wang.
(7) This number includes 1,670,697 shares that may be acquired upon the
exercise of options within 60 days of March 1, 2001 and 362,909
shares owned by Mr. Razmilovic. 248,963 of these shares are subject
to "European Collar" arrangements. Mr. Razmilovic has shared
investment power over the shares covered by these arrangements.
(8) This number includes 26,250 shares that may be acquired upon the
exercise of options within 60 days of March 1, 2001 and 5,000 shares
owned by Mr. Guthart.
(9) This number includes:
o 479,873 shares that may be acquired upon the exercise of options
within 60 days of March 1, 2001. 168,749 of these options are held
by a trust for the benefit of his wife and children. Mr. Goldner's
wife is a co-trustee of this trust. 22,500 of these options are
held by a trust for the benefit of him and his children. Mr.
Goldner is a co-trustee of this trust.
o 368,063 shares are owned by Mr. Goldner and 6,150 shares are owned
by his wife. 250,500 of the shares owned by Mr. Goldner are subject
to "European Collar" arrangements. Mr. Goldner has shared
investment power over the shares covered by these arrangements.
Mr. Goldner disclaims beneficial ownership of the options held in
trust for the benefit of his wife and children and any shares owned
by his wife.
(10) This number includes 29,700 shares that may be acquired upon the
exercise of options within 60 days of March 1, 2001, and 230,431
shares owned by Mr. Jaeggi. 203,482 of these shares are subject to
"European Collar" arrangements. Mr. Jaeggi has shared investment
power over the shares covered by these arrangements.
(11) This number includes 240,749 shares that may be acquired upon the
exercise of options within 60 days of March 1, 2001 and 146,863
shares owned by Mr. Burke. 108,839 of these shares are subject to
"European Collar" arrangements. Mr. Burke has shared investment power
over the shares covered by these arrangements.
(12) This number includes 8,721,221 shares that may be acquired upon the
exercise of options and warrants within 60 days of March 1, 2001.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934 requires our
directors and executive officers, and persons who own more than 10% of a
registered class of Symbol's common stock, to file a report of holdings and
transactions in Symbol common stock with the Securities and Exchange
Commission and the New York Stock Exchange and to furnish Symbol with copies
of all Section 16(a) forms they file.
Based on our records and other information furnished to us, we believe
that, during 2000 executive officers, directors and greater than 10%
shareholders complied with all filing requirements applicable to them.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Our Compensation/Stock Option Committee is composed entirely of outside
directors. Messrs. Guthart and Mallement are the current members of the
Committee. During the last ten years, they have never been officers or
employees of Symbol.
9
COMPENSATION/STOCK OPTION COMMITTEE REPORT ON
EXECUTIVE COMPENSATION
ROLE OF THE COMPENSATION COMMITTEE
A primary role of the Committee is to oversee compensation practices for
the Corporation's senior executive officers. Our responsibilities include:
o reviewing the salaries, benefits and other compensation of the
Corporation's senior executive officers
o making recommendations to the full Board of Directors with respect
to executive compensation; and
o administering the Corporation's stock option plans.
Our goal is to ensure that the Corporation's financial resources are used
effectively to support its short-and long-term business objectives. We have
available to us an outside compensation consultant and access to independent
compensation data.
EXECUTIVE COMPENSATION GUIDING PRINCIPALS
In our oversight capacity, we adhere to several guiding principles. We
take the position that the executive compensation program should:
o Target pay levels at rates that are competitive. Our goal is to
ensure that the Corporation can attract and retain high performing
management talent, particularly in the areas of technology in which
it competes.
o Relate compensation to performance. Overall compensation paid to
senior executives should be tied to how well the Corporation
performs financially. We also believe that the better an individual
performs, the higher the individual's compensation should be.
o Encourage share ownership on the part of key employees. Our goal is
to align the interests of management and investors to build
shareholder value.
As described below, our executive compensation program is designed to
balance short-and long-term financial objectives, reward the performance and
contribution of individual officers and to attract and retain top quality
management talent. We believe that the executive compensation program
supports the Corporation's business goals and human resource strategies.
DESCRIPTION OF COMPENSATION POLICIES
It is the Corporation's policy to pay its senior executives at levels that
reflect the Corporation's financial performance relative to comparable
organizations. This policy is implemented by a program comprised of elements
that:
o reward individual performance
o provide motivation to achieve corporate financial targets that are
consistent with shareholder expectations; and
o encourage long-term share ownership.
The three elements of the Corporation's compensation program are:
o Base salary
o Executive Bonus Plan
o Stock option awards
The Corporation, with the assistance of outside consulting firms,
periodically compares its compensation program with the compensation
practices of approximately 30 selected companies. This panel
10
consists of "high tech" companies with which the Corporation competes in
attracting and retaining employees. Nineteen of the panel companies are
included in the S&P Technology Sector Index. The Corporation targets the
total compensation paid to its senior executives at approximately the 75th
percentile of the panel companies (after adjusting for the different
magnitude of revenues).
Based on a review of Internal Revenue Service regulations, we believe that
all compensation paid in 2000 and payable in 2001 to Mr. Razmilovic (except
for $92,750 of the special bonus paid to Mr. Razmilovic in recognition of the
additional responsibilities and efforts associated with the Corporation's
acquisition of Telxon Corporation) and to the other senior executive officers
will be fully deductible by the Corporation. We will continue to review the
Corporation's compensation programs and may revise these programs as we deem
necessary.
RELATIONSHIP OF EXECUTIVE COMPENSATION TO PERFORMANCE
BASE SALARY
We generally review executive officers' base salaries each year except
that Messrs. Razmilovic and Swartz are reviewed on a biennial basis. Their
annual base salaries were reviewed in July 2000 and at that time were
increased to $1,000,000 each, effective July 1, 2000. We will review Messrs.
Razmilovic and Swartz' base salaries again in July 2002. Adjustments in base
salary are generally not based upon the financial performance of the
Corporation. In determining executive salary increases, we consider a number
of factors, including:
o individual performance on the job
o external market pay practices
o the value the executive adds to the Corporation; and
o the executive's level of experience and expertise.
EXECUTIVE BONUS PLAN
The Corporation promotes a pay-for-performance philosophy. A significant
element of annual compensation is linked to the financial performance of the
Corporation. In 1999, we adopted and the Board of Directors and shareholders
ratified a new Executive Bonus Plan which was substantially similar to our
previous executive bonus plan. The purpose of the plan is to tie the level of
annual executive incentive compensation to the financial performance of the
Corporation. All executive officers of the Corporation participate in the
Executive Bonus Plan, except for Frank Borghese, who participates in a sales
incentive compensation plan. We have full authority to construe, interpret
and administer the Executive Bonus Plan, as well as to determine the extent
to which operating performance standards have been met. We also have
authority to modify (prior to the beginning of the calendar year for which
the targets will be applicable) the targets for the performance goals under
the Executive Bonus Plan.
Under the Executive Bonus Plan, each year we establish corporate financial
performance objectives (exclusive of extraordinary revenues and charges),
based on earnings per share. We have identified three levels of performance:
o threshold performance, at which the minimum award (one-half a
participant's target bonus) will be earned and below which no award
will be earned
o target performance, at which the target award will be earned; and
o maximum performance, at which the maximum award (twice a
participant's target bonus) will be earned and above which no
additional award will be earned.
For 2001, threshold performance has been established at results equal to
85% of the Corporation's 2001 Business Plan; target performance has been
established at results equal to 100% of the 2001 Business Plan; and maximum
performance has been established at results equal to or greater than 115% of
the 2001 Business Plan.
11
Each participant in the Executive Bonus Plan has been assigned a target
bonus representing a percentage of the participant's base salary. The target
bonus for 2001 is 100% for Messrs. Razmilovic and Swartz, 75% for Mr.
Goldner, and 50% for Messrs. Jaeggi and Burke. These target bonuses conform
to their individual employment agreements and their levels of responsibility.
The target bonuses for other participants in the Executive Bonus Plan are
established by Mr. Razmilovic based on the individual's performance and
relative level of responsibility. They range from 25% to 50% of base salary.
Messrs. Swartz and Razmilovic's bonuses will be determined solely on the
basis of corporate financial performance. 25% of all other participants'
bonuses will be based on individual performance during the year. 75% will be
based on corporate financial performance. In 2000, all participants in the
Executive Bonus Plan received bonuses equal to 114.3%, of their target bonus,
in 1999 they received bonuses equal to 116.7% of their target bonus and in
1998 they received bonuses equal to 161.9% of their target bonus (less
adjustments in certain instances for individual performance). In addition,
special bonuses were paid to certain participants in the Executive Bonus Plan
in recognition of the additional duties and responsibilities relating to the
acquisition of Telxon Corporation. These special bonuses were $260,000 for
Mr. Razmilovic, $75,000 for Mr. Goldner, $72,000 for Mr. Jaeggi and $80,000
for Mr. Burke.
STOCK OPTIONS
The Corporation reinforces the importance of producing satisfactory
returns to shareholders over the long term through the operation of its stock
option plans. Stock options provide employees with the opportunity to become
shareholders of the Corporation, and to participate in the creation of
shareholder value as reflected in growth in the price of the Corporation's
common stock.
Option exercise prices are equal to 100% of the fair market value of the
Corporation's common stock on the date of option grant. This ensures that
participants will derive benefit only as shareholders realize corresponding
gains. To encourage a long-term decision making perspective, options are
assigned a 10 year term and generally become exercisable over four to five
years following a one-year waiting period. We grant additional options to
selected employees based on an assessment of competitive compensation
practices, particularly in high technology industries, individual
contribution and performance. We believe that granting stock options
reinforces the Corporation's objective of insuring a strong link between
employee rewards and shareholder interests. In February 2000, we granted Mr.
Razmilovic options to purchase 375,000 shares of the Corporation's common
stock at an exercise price of $53.75. The exercise price was equal to the
closing price of the Corporation's common stock on the date the option was
granted. 150,000 of these options will vest on February 14, 2002, 112,500
will vest on February 14, 2003 and 112,500 will vest on February 14, 2004.
These options were awarded in connection with Mr. Razmilovic being promoted
to Chief Executive Officer. In July 2000, we granted Mr. Razmilovic an option
to purchase 250,000 shares of the Corporation's common stock at an exercise
price of $39.875 per share. This exercise price was equal to the closing
price of the Corporation's common stock on the date this option was granted.
The right to purchase 25,000 shares under this option will vest on July 31,
2001; 37,500 will vest on each of the six next consecutive six-month
anniversary dates of that date. We granted these options in connection with
Mr. Razmilovic entering into a new five-year employment agreement with the
Corporation.
Effective January 1, 1995, we established for executive officers a stock
ownership and option retention program that we administer. We firmly believe
that the long term interests of the Corporation's shareholders are best
served when management maintains a significant, equity-based interest in the
Corporation. We consider both vested, unexercised options and shares owned as
meaningful expressions of such interest. We developed a program with target
levels of equity interest for each executive officer. Under the program,
without the Committee's prior permission, if an executive has not attained
the minimum requirements described below, his ability to exercise options or
sell shares is limited. Executive officers must agree to participate in the
program to be eligible to receive option awards after January 1, 1995. All
current executive officers have agreed to participate in the program.
The program limits the exercise of vested options (other than in the last
year of the term of an option) unless the executive meets and will continue
to meet the equity interest requirement described below after the exercise
and sale of shares acquired upon exercise. The equity interest requirement
provides that
12
the combined value of the Corporation's common stock and vested options held
by the executive, each valued at the then market price of the Corporation's
common stock, must be equal to or greater than a designated multiple of the
executive's annual base salary plus target bonus.
If the equity interest requirement is satisfied, the program allows for
the exercise of vested options within strict limits. At least 50% of the net
after tax proceeds obtainable upon the exercise of any option (other than
options awarded after January 1, 1994 in connection with an executive's
initial hire or initial promotion to an executive officer position, or
options already held by persons who were promoted to an executive officer
position after January 1, 1994) must be retained in the form of shares of the
Corporation's common stock unless and until the executive owns shares of
common stock having a market value equal to a specified multiple of his base
salary.
- ----------------------------------- ----------------------------------------- -----------------------
EQUITY INTEREST SHARE OWNERSHIP
POSITION REQUIREMENT REQUIREMENT
- ----------------------------------- ----------------------------------------- -----------------------
Chairman of the Board 7 times base salary plus target bonus 5 times base salary
--------------------------------- ----------------------------------------- -----------------------
President 5 times base salary plus target bonus 3 times base salary
--------------------------------- ----------------------------------------- -----------------------
Executive/Senior Vice President 3 times base salary plus target bonus 2 times base salary
--------------------------------- ----------------------------------------- -----------------------
Vice President 2 times base salary plus target bonus 1 times base salary
--------------------------------- ----------------------------------------- -----------------------
SUMMARY
We are responsible for recommending to the Board, for its approval,
compensation decisions affecting the Corporation's senior executive officers.
Our goal is to ensure that the overall compensation offered to senior
executive officers is:
o consistent with the Corporation's interest in providing competitive
pay opportunities,
o reflective of its pay-for-performance orientation,
o encourages share ownership on the part of executives; and
o is supportive of the Corporation's short-and long-term business
goals.
We will continue to actively monitor the effectiveness of the Corporation's
senior executive compensation plans and assess the appropriateness of senior
executive pay levels to assure prudent application of the Corporation's
resources.
Compensation /Stock Option Committee
Dr. Leo Guthart, Chairman
Harvey Mallement
13
MANAGEMENT REMUNERATION AND TRANSACTIONS
In the following Summary Compensation Table you can find compensation
information about Symbol's Chief Executive Officer and the four other
executive officers who were the most highly paid in 2000.
SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION LONG TERM COMPENSATION
------------------------------------------------- ----------------------
NAME AND OTHER ANNUAL SECURITIES UNDERLYING ALL OTHER
PRINCIPAL POSITION YEAR SALARY BONUSE COMPENSATIONF OPTIONS (NO.) COMPENSATION
- --------------------------- ------ ----------- ------------ --------------- ---------------------- --------------
Tomo Razmilovic............. 2000 $832,770A $ 949,400 $260,000 625,000 $12,955G
President and 1999 $635,749B $ 742,000 $ 0 270,000 $12,373G
Chief Executive Officer 1998 $589,667C $ 954,671 $ 0 731,250 $ 5,000H
and Director
Jerome Swartz............... 2000 $958,578A $1,092,800 $ 0 250,000 $72,519I
Chairman of the 1999 $895,651B $1,045,300 $ 0 472,500 $67,656I
Board and Chief Scientist 1998 $849,185C $1,374,831 $ 0 1,305,000 $66,002I
and Director
Leonard H. Goldner ......... 2000 $415,854A $ 237,000 $ 75,000 35,000 $ 5,100H
Executive Vice President, 1999 $378,040B $ 220,600 $ 0 101,250 $ 4,800H
General Counsel and 1998 $356,754C $ 288,792 $ 0 84,375 $ 5,000H
Secretary
Kenneth V. Jaeggi........... 2000 $400,442A $ 228,300 $ 72,000 20,000 $42,651J
Senior Vice President, and 1999 $364,020B $ 212,500 $ 0 74,250 $61,108K
Chief Financial OfficerC 1998 $348,619C $ 282,207 $ 0 50,625 $ 5,000H
Brian Burke................. 2000 $325,000D $ 185,300 $ 80,000 70,000 $ 5,100H
Senior Vice President 1999 $193,710B $ 79,200 $ 0 61,875 $ 4,800H
Worldwide Operations 1998 $189,734B $ 105,522 $ 0 33,750 $ 4,800H
- ------------
A Includes $10,200 in contributions to Symbol's 401(k) deferred compensation
plan.
B Includes $9,600 in contributions to Symbol's 401(k) deferred compensation
plan.
C Includes $10,000 in contributions to Symbol's 401(k) deferred compensation
plan.
D Includes $10,500 in contributions to Symbol's 401(k) deferred compensation
plan.
E Represents amounts earned and accrued pursuant to Symbol's Executive Bonus
Plan. Amounts indicated are earned and accrued in the fiscal year indicated
but are generally paid in the first quarter of the next succeeding year.
F Includes special one-time bonus awards. Not included are the amounts of
certain perquisites and other personal benefits provided by Symbol since
such amounts do not exceed the lesser of (i) $50,000 or (ii) 10% of the
total annual salary and bonus reported in the table for any named executive
officer.
G Represents:
o $4,800 and $5,100 for contributions to Symbol's 401(k) deferred
compensation plan in 1999 and 2000 respectively; and
o $7,573 and $7,855 in 1999 and 2000 respectively for the estimated
economic benefit of insurance premium payments made by Symbol for a
split-dollar whole life insurance arrangement as projected on an
actuarial basis. Mr. Razmilovic's family members are beneficiaries of
these policies but, under the arrangement, Symbol will recover all its
premiums paid.
H Represents contributions to Symbol's 401(k) deferred compensation plan.
14
I Represents:
o $5,000 in 1998, $4,800 in 1999 and $5,100 in 2000 for contributions to
Symbol's 401(k) deferred compensation plan
o $21,002 in 1998, $22,856 in 1999 and $27,419 in 2000 for:
premiums paid on his behalf on term life insurance policies, under
which Dr. Swartz' family members are the beneficiaries, and the
estimated economic benefit of insurance premium payments made by
Symbol for a split-dollar whole life insurance arrangement as
projected on an actuarial basis. Dr. Swartz' family members are
beneficiaries of these split-dollar policies but, under the
arrangement, Symbol will recover all its premiums paid; and
o a non-reimbursable expense allowance of $40,000 in 1998, 1999 and
2000.
J Represents:
o $5,100 in 2000 in contributions to Symbol's 401 (k) deferred
compensation plan; and
o $37,551 in 2000 for retroactive reimbursement of relocation expenses
associated with Mr. Jaeggi's relocation to the Long Island area.
K Represents:
o $4,800 in 1999 in contributions to Symbol's 401 (k) deferred
compensation plan; and
o $56,308 in 1999 for retroactive reimbursement of relocation expenses
associated with Mr. Jaeggi's relocation to the Long Island area.
In 2000, we entered into an employment agreement with Mr. Razmilovic that
terminates on June 30, 2005. Mr. Razmilovic will receive an annual base
salary of $1,000,000 through June 30, 2002. Mr. Razmilovic's salary will be
reviewed in July 2002. Mr. Razmilovic also participates in Symbol's Executive
Bonus Plan. In 2001, the target amount of his bonus is 100% of his base
salary. If his employment with Symbol is terminated for any reason (other
than due to his death or disability or for cause or his voluntary
resignation), Mr. Razmilovic will receive payments equal to one year's (if
such termination occurs after June 30, 2003) or two year's (if such
termination occurs before such date) annual base salary and bonus during the
last completed fiscal year immediately before any such termination.
In 2000, we entered into an employment agreement with Dr. Swartz that
terminates on June 30, 2005. Dr. Swartz will receive an annual base salary of
$1,000,000 through June 30, 2002. His base salary will be reviewed in July
2002. Dr. Swartz also participates in Symbol's Executive Bonus Plan. The
target amount of his bonus is 100% of his base salary. If his employment is
terminated for any reason (other than due to his death or disability or for
cause or his voluntary resignation), Dr. Swartz will receive payments equal
to one year's (if such termination occurs after June 30, 2003) or two year's
(if such termination occurs before such date) annual base salary and bonus
during the last completed fiscal year immediately before any such
termination.
In 2000, we entered into an employment agreement with Mr. Goldner that
terminates on December 31, 2005. Mr. Goldner will receive an annual base
salary of $465,775 for the year ending on February 28, 2002. Mr. Goldner's
salary will be reviewed in December 2001. Mr. Goldner also participates in
Symbol's Executive Bonus Plan. In 2001, the target amount of his bonus is 75%
of his base salary. If his employment is terminated for any reason (other
than due to his death or disability or for cause or his voluntary
resignation), Mr. Goldner will receive payments equal to one year's (if such
termination occurs after December 31, 2003) or two year's (if such
termination occurs before such date) annual base salary and bonus during the
last completed fiscal year immediately before any such termination.
In 2000, we entered into a new employment agreement with Mr. Martino that
terminates on February 15, 2005. He is employed as a part-time consultant,
assisting the Chairman of the Board and the President. In 2001, Mr. Martino
will receive $100,000 per year. In February 2000, Mr. Martino was awarded
options under the 1997 Employee Stock Option Plan to purchase 75,000 shares
of Symbol's common stock at an exercise price of $53.75 per share. This is
the same as the price of Symbol's common stock on the date the option was
granted. These options will vest in four equal annual installments commencing
two years after the date of grant.
15
Directors who are not employees of Symbol are paid an annual retainer of
$15,000, in equal quarterly installments. They also receive a fee of $2,500
for each Board of Directors meeting they attend or each meeting of a
committee that is not held in conjunction with a Board of Directors meeting.
The Chairman of the Audit Committee and the Compensation/Stock Option
Committee are also paid an annual retainer of $5,000 in equal quarterly
installments. Directors who are employees do not receive additional
compensation for serving as directors or for attending Board or committee
meetings. Symbol reimburses Directors for their expenses in connection with
attending meetings of the Board of Directors or committees of the Board.
Directors who are not employees of Symbol participated in Symbol's 2000
Directors' Stock Option Plan. In 2000, Messrs. Bugliarello, Mallement,
Guthart and Wang each received options to purchase 75,000 shares under this
plan. The exercise price of those options was $53.75 per share. Dr. Simons
received an option to purchase 50,000 shares under this plan, at an exercise
price of $48.00 per share. The options were priced at the price of Symbol's
common stock on the date the options were granted, and vest in four equal
installments beginning one (1) year after they were granted. Under the plan,
new directors who are initially elected to the Board of Directors will be
awarded an option to purchase 50,000 shares of Symbol common stock.
OPTION GRANTS
Symbol currently maintains two stock option plans, the 2001 Non-Executive
Stock Option Plan (the "2001 Plan") and the 1997 Employee Stock Option Plan
(the "1997 Plan"). Under these plans options are granted to selected
employees of Symbol. The 2001 Plan authorizes the Compensation/Stock Option
Committee of the Board of Directors to grant options to key employees of
Symbol and its subsidiaries other than executive officers. Under the 1997
Plan, the Committee can grant options to key employees, including those who
are executive officers of Symbol. Under the 1997 Plan, an individual may not
be awarded options to purchase more than 1% of the then outstanding shares of
Symbol's common stock in any calendar year. The Committee may determine at
the time of grant that some options are qualified under the Internal Revenue
Code of 1986 as Incentive Stock Options and some of the options may be
non-qualified options. None of the options granted under either Plan are
exercisable for a period of more than ten years. Incentive Stock Options
granted under the 1997 Plan to owners of 10% or more of Symbol's common stock
are not exercisable for a period exceeding five years. The exercise price of
an option under either plan must be at least 100% of the price of Symbol's
common stock on the date of grant.
Incentive Stock Options must comply with provisions of the Internal
Revenue Code of 1986 relating to the maximum amount that can be vested by an
optionee in any one calendar year and the minimum exercise price of an
Incentive Stock Option and other matters. The 2001 Plan terminates on
February 25, 2011 and the 1997 Plan terminates on February 9, 2007.
16
The following table shows certain information about stock options granted
to the individuals named in the Summary Compensation Table under all stock
option plans:
INDIVIDUAL GRANTS IN 2000
---------------------------------------------------------------------
NUMBER OF % OF TOTAL
SECURITIES OPTIONS
UNDERLYING GRANTED TO 5%
OPTIONS EMPLOYEES IN EXERCISE EXPIRATION STOCK
NAME GRANTED (NO.)(B) FISCAL YEAR(F) OR BASE PRIC(G) DATE PRICE(H)
- ---------------------- -------------- -------------- -------------- ------------ --------
All Shareholders....... -- -- -- -- $78.51
Tomo Razmilovic........ 375,000 C 13.54% $53.7500 02/13/10 $87.55
250,000 D 9.02% $39.8750 07/30/10 $64.95
CEO's Gain as % of All
Shareholders' Gain ...
Jerome Swartz.......... 250,000 D 9.02% $39.8750 07/30/10 $64.95
Leonard Goldner........ 15,000 C 0.54% $53.7500 02/13/10 $87.55
20,000 D 0.72% $39.8750 07/30/10 $64.95
Kenneth Jaeggi......... 20,000 D 0.72% $39.8750 07/30/10 $64.95
Brian Burke............ 50,000 E 1.80% $48.0000 05/07/10 $78.19
20,000 D 0.72% $39.8750 07/30/10 $64.95
(RESTUBBED TABLE CONTINUED FROM ABOVE)
POTENTIAL REALIZABLE VALUE AT ASSUMED ANNUAL
RATES OF STOCK PRICE APPRECIATION FOR OPTION TERM(A)
------------------------------------------------------
10%
DOLLAR STOCK
NAME GAIN PRICE(H) DOLLAR GAIN
- ---------------------- ----------------- ----------------- -----------------
All Shareholders....... $3,010,596,827 $125.02 $7,627,801,610
Tomo Razmilovic........ $ 12,676,157 $139.41 $ 32,123,871
$ 6,269,293 $103.43 $ 15,887,620
CEO's Gain as % of All
Shareholders' Gain ... 0.629% 0.629%
Jerome Swartz.......... $ 6,269,293 $103.43 $ 15,887,620
Leonard Goldner........ $ 507,046 $139.41 $ 1,284,955
$ 501,543 $103.43 $ 1,271,010
Kenneth Jaeggi......... $ 501,543 $103.43 $ 1,271,010
Brian Burke............ $ 1,509,347 $124,50 $ 3,824,982
$ 501,543 $103.43 $ 1,271,010
- ------------
A Total dollar gains based on the assumed annual rates of appreciation of
the exercise price of each option. The gain derived by all shareholders
is based on the outstanding number of shares at December 31, 2000. The
actual value, if any, an executive will realize will depend on the
excess of the market price over the exercise price on the date the
option is actually exercised. The value actually realized by an
executive or any shareholder may not be at or near the values estimated
in this table.
B If a change in control of Symbol were to occur, all of the then
unvested portion of each option would become immediately exercisable.
C 40% vest on February 14, 2001 and 30% vest on each of the next two
anniversary dates of that date.
D 10% vest on July 31, 2001, and 15% vest on each of the next 6
consecutive 6 month anniversary dates of that date.
E 10% vest on May 5, 2001, and 15% vest on each of the next 6 consecutive
6 month anniversary dates of that date.
F Based on 2,770,200 options granted to all employees in 2000.
G 100% of the closing price of Symbol's common stock on the date of
grant.
H The stock price represents the price of Symbol's common stock if the
assumed annual rates of stock price appreciation are achieved over the
term of the options. In the case of all shareholders, the weighted
average share price of the options awarded to Mr. Razmilovic was used.
17
OPTION EXERCISES AND FISCAL YEAR-END VALUES
The following table shows information about unexercised options to
purchase Symbol's common stock on December 31, 2000 and the value realized
upon the exercise of options in 2000 by the individuals named in the Summary
Compensation Table.
NUMBER OF SECURITIES
UNDERLYING VALUE OF UNEXERCISED,
UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS
NUMBER OF HELD AT DECEMBER 31, 2000 HELD AT DECEMBER 31, 2000(A)
------------------------------ -------------------------------
SHARES
ACQUIRED ON VALUE
NAME EXERCISE IN 2000 REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ------------------- ---------------- ------------- ------------- --------------- -------------- -------------
Tomo Razmilovic 213,833 $10,835,182 1,398,672 1,194,025 $ 35,545,879 $ 9,481,634
Jerome Swartz(B) 125,000 $ 4,176,013 5,968,279 1,272,625 $170,473,698 $16,966,661
Leonard H. Goldner(C) 189,217 $ 9,324,696 371,029 204,594 $ 9,956,000 $ 2,926,313
Kenneth V. Jaeggi 286,875 $11,902,258 0 195,500 $ 0 $ 3,533,525
Brian T. Burke 0 $ 0 161,323 186,551 $ 4,155,619 $ 2,146,472
- ------------
A Based on the closing price of Symbol's common stock on the New York
Stock Exchange on that date of $36.00.
B Includes options to purchase 1,805,625 shares held by trusts for the
benefit of his children. 1,149,750 of these options are exercisable and
655,875 are unexercisable. The value of these exercisable options was
$28,664,146 and the value of these unexercisable options was
$12,340,868. Dr. Swartz disclaims beneficial ownership of the options
held by these trusts.
C Includes options to purchase 168,749 shares held by a trust for the
benefit of his wife and children. His wife is a co-trustee of this
trust. 130,780 of the options held by this trust are exercisable and
37,969 are unexercisable. The value of these exercisable options was
$3,375,052 and the value of these unexercisable options was $995,547.
Mr. Goldner disclaims beneficial ownership of the shares owned by this
trust. Also includes 91,250 options held by a trust for the benefit of
him and his children, none of which are exercisable. Mr. Goldner is a
co-trustee of this trust. The value of these unexercisable options was
$692,438.
Employees of Symbol and some of its subsidiaries are eligible to
participate in a 401(k) deferred compensation plan after 90 days of service.
With some limitations, a participant may make pre-tax contributions to the
plan. The maximum contribution a participant was allowed to make in 2000 and
2001 was $10,000 and $10,500 respectively. Symbol will match 50% of the first
6% contributed by each participant during each pay period. The employee's
contribution is vested immediately. Symbol's contribution is 100% vested
after one year of service. Amounts accumulated under this plan are normally
paid to a participant on retirement or termination of employment. Payments
depend on:
o the amounts contributed by the participant,
o the manner in which contributions have been invested,
o the amount of any prior withdrawal,
o other factors.
Symbol maintains an Executive Retirement Plan for a select group of senior
management employees. The Plan is a non-qualified deferred compensation plan.
The Compensation/Stock Option Committee of the Board of Directors selects
participants. Under the Executive Retirement Plan, the maximum benefit a
participant may be paid is the participant's average compensation (base
salary plus bonus) for three years before the date the participant is no
longer a full time employee multiplied by five. (the "Benefit Ceiling
Amount"). After five successive years of participation in the Executive
Retirement Plan, a participant is entitled to 50% of the Benefit Ceiling
Amount. After each additional year of participation in the Executive
Retirement Plan up to five additional years of participation, a participant
is entitled to an additional 10% of the Benefit Ceiling Amount. Benefits are
normally payable in equal monthly installments over a ten year period after
retirement, beginning after the participant attains age 65 (or age
18
62 with 20 years or more of credited service). Upon death or disability,
payment is accelerated and made in a lump sum but the amount is reduced to
the then present value of the benefit payments which would have been made
under the normal mode of payment. Mr. Razmilovic, Mr. Goldner, Mr. Jaeggi and
Mr. Burke are participants in the Executive Retirement Plan.
The following table illustrates the estimated annual retirement benefits
payable under the Executive Retirement Plan to a participant at specified
average compensation levels and years of service. Benefits under the
Executive Retirement Plan are not offset for Social Security benefits.
Benefits payable under the Executive Retirement Plan will be reduced by the
value of any retirement income of the participant attributable to
contributions by Symbol to any qualified pension plan adopted by Symbol
(excluding Symbol's current 401(k) deferred compensation plan).
PENSION PLAN TABLE
YEARS OF SERVICE
3 YEARS AVERAGE -----------------------
ANNUAL COMPENSATION 5 10
- ------------------- ---------- -----------
$ 400,000 $100,000 $ 200,000
800,000 200,000 400,000
1,200,000 300,000 600,000
1,600,000 400,000 800,000
2,000,000 500,000 1,000,000
2,400,000 600,000 1,200,000
On January 1, 2000, Messrs. Razmilovic, Goldner, Jaeggi and Burke had 10,
10, 3 and 11 years of credited service, respectively. Mr. Razmilovic became a
participant in the Executive Retirement Plan in October 1995. He did not
receive credit under the Plan for his prior service to Symbol. Instead, he
received two years of credited service for each year of employment from
October 1995 to October 2000.
SHAREOWNER RETURN PERFORMANCE PRESENTATION
The following chart shows a comparison of the yearly percentage change in
an investment of $100 in Symbol common stock compared to an investment of
$100 in the S&P Composite 500 Stock Index and the S&P Technology Sector Index
for a five year period beginning January 1, 1995 and ending December 31,
2000. The chart assumes that all dividends will be reinvested.
19
COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*
AMONG SYMBOL TECHNOLOGIES, INC., THE S & P INDEX
AND THE S & P TECHNOLOGY SECTOR INDEX
[GRAPHIC OMITTED]
COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*
AMONG SYMBOL TECHNOLOGIES, INC., THE S&P INDEX
AND THE S&P TECHNOLOGY SECTOR INDEX
DOLLARS
900 800 700 600 500 400 300 200 100 0
12/95 12/96 12/97 12/98 12/99 12/00
- -[X]- SYMBOL TECHNOLOGIES, INC.
- -^- S&P 500
- -O- S&P TECHNOLOGY SECTOR
* $100 INVESTED ON 12/31/95 IN STOCK OR INDEX-
INCLUDING REINVESTMENT OF DIVIDENDS.
FISCAL YEAR ENDING DECEMBER 31.
20
PROPOSAL TO AMEND THE CORPORATION'S CERTIFICATE OF INCORPORATION TO
INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK
On February 26, 2001, the Board of Directors approved, subject to approval
by the shareholders at the Annual Meeting, an increase in the number of
shares of authorized common stock from 300,000,000 to 600,000,000 shares.
This increase would be accomplished by adopting an amendment (the
"Amendment") to the Certificate of Incorporation of the Corporation. As of
March 26, 2001, 151,025,306 shares of common stock were issued and
outstanding and 15,728,054 shares were issued and held by the Corporation as
treasury shares. In addition, 30,319,222 shares are reserved for issuance
under the Corporation's various stock option plans, warrants issued to
directors, and convertible notes and debentures so that as of such date there
were only 102,927,418 shares (in addition to the shares held as treasury
shares) available for issuance. In addition, on February 26, 2001 the Board
of Directors declared a 3 for 2 stock split to be effective as a 50% dividend
payable on April 16, 2001 to shareholders of record on March 26, 2001.
Accordingly, 83,376,680 shares (subject to adjustments for fractional shares)
will be issued in connection with the stock split (including 7,864,027 shares
which will be held as treasury shares) and 15,159,611 shares (subject to
adjustments for fractional shares) will be reserved for issuance pursuant to
the Corporation's outstanding option and warrant plans and convertible notes
and debentures so that as of April 16, 2001 there will only be available for
issuance 4,391,127 shares (excluding treasury shares less any additional
shares issued after the date hereof other than those already reserved for
issuance). The Amendment would increase the number of authorized, unissued
and unreserved shares of common stock by an additional 300,000,000 shares.
The text of the Amendment is set forth on attached Annex B.
The Board of Directors believes that it is in the best interest of the
Corporation and its shareholders that there be a sufficient reserve of
authorized but uncommitted shares of common stock, so it can rapidly take
advantage of opportunities that become available, including acquisitions,
financings and stock splits, among others.
The Corporation currently has no agreements or arrangements for the
issuance of shares of common stock other than the issuance of shares of
common stock pursuant to stock option plans, warrants issued to directors,
and convertible notes and debentures. Authorized shares of common stock in
excess of those shares outstanding (including, if authorized, the additional
shares of common stock provided in the Amendment) will remain available for
general purposes, such as acquisitions, equity financings, stock splits,
stock dividends, management incentives and stock option plans. Such issuances
may not require shareholders approval. Under certain circumstances, the Board
of Directors could create impediments to, or frustrate persons seeking to
effect, a takeover or transfer of control of the Corporation by causing such
shares to be issued to a holder or holders who might side with the Board of
Directors in opposing a takeover bid that the Board of Directors determines
is not in the best interest of the Corporation and its shareholders. As of
this date, the Board of Directors is unaware of any specific effort to
accumulate the Corporation's shares or to obtain control of the Corporation
by means of a merger, tender offer, solicitation in opposition to management
or otherwise.
If approved by the shareholders at the Annual Meeting, the increase in the
number of shares of common stock would become effective upon the filing of
the Amendment with the Secretary of State in the State of Delaware which
filing should take place shortly after the Annual Meeting.
The affirmative vote of the holders of a majority of the outstanding
shares of the Corporation's common stock present or represented and entitled
to vote at the meeting will be required for the approval of this proposal.
ACCORDINGLY, YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE PROPOSAL TO
APPROVE THE FOREGOING AMENDMENT TO THE CORPORATION'S CERTIFICATE OF
INCORPORATION. Abstaining and broker non-votes will have the same effect as a
vote against this proposal.
PROPOSAL TO AMEND THE 1997 EMPLOYEE STOCK OPTION PLAN
The Board of Directors, subject to shareholder approval, has amended the
1997 Plan to increase the authorized number of shares that may be issued
under the 1997 Plan by an additional 3,875,000 shares to a total of
14,000,000 shares. As of March 1, 2001, options to purchase 1,071,898 shares
had been exercised
21
and there were outstanding options to purchase 8,549,847 shares so that as of
such date there were only 503,239 shares available for grant under the 1997
Plan.
The Board of Directors believes that, as a result of the Corporation's
anticipated continued growth, it will be necessary to hire additional
management personnel. In view of these personnel needs, and in light of the
present level of remuneration paid to management (see "Management
Remuneration and Transactions") and the present level of management's equity
in the Corporation (see "Security Ownership of Management"), the Board of
Directors is of the opinion that it is appropriate that stock options
continue to be a major component of the Corporation's management remuneration
package and that accordingly, the number of shares of the Corporation's
common stock available for the grant of stock options to key employees and
officers under the 1997 Plan should be increased by an additional 3,875,000
shares of common stock to a total of 14,000,000. Accordingly, on February 26,
2001, the Board of Directors, subject to shareholder approval, amended the
1997 Plan to provide that the aggregate number of shares that have been
purchased and that may henceforth be purchased pursuant to the exercise of
options under the 1997 Plan shall not exceed 14,000,000 shares.
Options under the 1997 Plan may be granted to officers and key employees
of the Corporation selected by the Compensation/Stock Option Committee of the
Board. Shares of common stock issued upon the exercise of options under the
1997 Plan may be reserved or made available from the Corporation's authorized
and unissued shares or from shares reacquired and held in the Corporation's
treasury. A more complete summary of the material terms of the 1997 Plan, as
amended, is set forth in Annex C to this Proxy Statement.
The closing sale price of the Corporation's common stock as quoted on the
New York Stock Exchange on March 30, 2001 was $34.90 per share.
The affirmative vote of the holders of a majority of the outstanding
shares of the Corporation's common stock present or represented and entitled
to vote at the meeting will be required for the approval of this proposal.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE PROPOSAL TO APPROVE
THE AMENDMENT TO THE 1997 EMPLOYEE STOCK OPTION PLAN. Abstaining and broker
non-votes will have the same effect as a vote against this proposal.
REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
The Audit Committee of Symbol hereby reports as follows:
1. The Audit Committee has reviewed and discussed the audited financial
statements with Symbol's management.
2. The Audit Committee has discussed with Deloitte & Touche LLP the
Corporation's independent accountants, the matters required to be
discussed by SAS 61 (Communication with Audit Committee).
3. The Audit Committee has received the written disclosures and the letter
from Deloitte & Touche LLP, required by Independence Standards Board
Standard No. 1 (Independence Discussions with Audit Committee), has
discussed with Deloitte & Touche LLP their independence, and considered
whether the provision of non-audit services is compatible with
maintaining Deloitte & Touche LLP's independence.
4. Based on the review and discussion referred to in paragraphs (1) through
(3) above, the Audit Committee recommended to the Board of Directors of
Symbol, and the Board has approved, that the audited financial
statements be included in Symbol's Annual Report on Form 10-K for the
fiscal year ended December 31, 2000, for filing with the Securities and
Exchange Commission.
Harvey Mallement (chair)
Dr. George Bugliarello
Dr. Leo A. Guthart
Notwithstanding anything to the contrary set forth in any of the
Corporation's previous or future filings under the Securities Act of 1933 or
the Securities Exchange Act of 1934 that might incorporate this proxy
statement or future filings with the Securities and Exchange Commission, in
whole or in part, the foregoing report shall not be deemed to be incorporated
by reference into any such filing.
22
AUDIT AND NON-AUDIT FEES
For the fiscal year ended December 31, 2000, fees for services provided by
Deloitte & Touche LLP were as follows:
(DOLLARS)
A. Audit 647,433
B. Financial Information Systems 60,100
Design and Implementation
C. All Other (including tax assistance for 877,936
employees on overseas assignment of
$9,815, corporate tax consulting of
$529,160, acquisition and divestiture
support of $194,074 and other services of
$144,887).
APPOINTMENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Deloitte & Touche LLP, independent certified public accountants, were
selected by the Board of Directors to audit the financial statements of
Symbol for the fiscal year ended December 31, 2000. The Board of Directors
and Audit Committee have recommended that they be retained to audit the
financial statements of Symbol for the current fiscal year. Representatives
of Deloitte & Touche LLP will be present at the Annual Meeting of
Shareholders. They will have an opportunity to make a statement at the
meeting and will be available to respond to appropriate questions raised
orally by shareholders. If shareholders do not ratify the appointment of
Deloitte & Touche LLP as Symbol's independent accountants for the current
year, the Audit Committee and the Board of Directors will reconsider the
appointment. THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE PROPOSAL
TO RETAIN DELOITTE & TOUCHE LLP TO AUDIT THE FINANCIAL STATEMENTS OF SYMBOL
FOR FISCAL 2001.
It is important that your shares be represented at the meeting. If you are
unable to be present in person, you are respectfully requested to sign the
enclosed proxy and return it in the enclosed stamped and addressed envelope
or provide your instructions by telephone or via the Internet as promptly as
possible.
By Order of the Board of Directors
Leonard H. Goldner
Secretary
Dated: April 2, 2001
Holtsville, New York
23
ANNEX A
AUDIT COMMITTEE CHARTER
ROLE AND INDEPENDENCE
The audit committee of the Board of Directors should assist the Board in
fulfilling its responsibility for oversight of the quality and integrity of
the accounting, auditing, and reporting practices of the Company and such
other duties as directed by the Board. The membership of the committee shall
consist of at least three directors who are generally knowledgeable in
financial and auditing matters including at least one member with accounting
or related financial expertise. Each member shall be free of any relationship
that, in the opinion of the board, would interfere with his or her individual
exercise of independent judgment. The committee is expected to maintain free
and open communication (including private executive sessions at least
annually) with the independent accountants, the internal auditors, and the
management of the Company. In discharging this oversight role, the committee
is empowered to investigate any matter brought to its attention, with full
power to retain outside counsel or other experts for this purpose. This
charter shall be reviewed and updated annually as needed.
RESPONSIBILITIES
The audit committee's primary responsibilities include:
o Primary input into the recommendation to the Board of the selection
and retention of the independent accountant that audits the
financial statements of the Company. In the process, the committee
will discuss and consider the auditor's written affirmation that the
auditor is in fact independent, will discuss the nature and rigor of
the audit process, receive and review all reports, and will provide
to the independent accountant full access to the committee (and the
Board) to report on any and all appropriate matters.
o Provision of guidance and oversight to the internal audit function
of the Company, including review of the organization, plans and
results of such activity.
o Review of financial statements (including quarterly reports) with
management and the independent auditor. It is anticipated that these
discussions will include quality of earnings, review of reserves and
accruals, consideration of the suitability of accounting principles,
review of highly judgmental areas, audit adjustments, whether or not
recorded, and such other inquiries as the committee deems
appropriate.
o Discussion with management and the auditors of the quality and
adequacy of the Company's internal controls.
o Discussion with management of the status of pending litigation,
taxation matters, and other areas of oversight to the legal and
compliance area as the committee deems appropriate.
o Reporting on audit committee activities to the full board and
issuance annually of a summary report (including appropriate
conclusions), which if required shall be suitable for submission to
the Company's shareholders.
A-1
ANNEX B
TEXT OF PROPOSED AMENDMENT OF THE CERTIFICATE OF INCORPORATION
The section (a) of Article FOUR of the Corporation's Certificate of
Incorporation is proposed to be amended. Sections (b) and (c) of Article
FOUR, relating to the Corporation's authorized Preferred Stock will remain
unchanged. If the proposed amendment is approved by stockholders, Section (a)
of Article FOUR will be as follows:
"FOURTH. (a) The total number of shares of stock which the Corporation
shall have the authority to issue is six hundred ten million (610,000,000),
consisting of six hundred million (600,000,000) shares of common stock, par
value $.01 per share (the "Common Stock") and ten million (10,000,000) shares
of preferred stock, par value $1.00 per share (the "Preferred Stock")."
B-1
ANNEX C
TERMS OF THE 1997 PLAN
Under the 1997 Plan, as amended subject to shareholder approval, options
to purchase 14,000,000 shares may be issued. The 1997 Plan is administered by
a committee consisting of at least two "disinterested" directors within the
meaning of Rule 16b-3 under the Securities Exchange Act of 1934, (the
"Committee") selected by the Board of Directors. The Board has designated the
Committee, consisting of Messrs. Guthart and Mallement, to administer the
1997 Plan. Within the applicable limits of the 1997 Plan, the Committee shall
have full authority to select from among eligible individuals those to whom
options shall be granted under the 1997 Plan, the number of shares subject to
each option and the price, terms and conditions of any options to be granted
thereunder. The Board of Directors shall have full authority to amend the
1997 Plan, provided, however, that any amendment which (i) increases the
number of shares which may be the subject of stock options granted under the
1997 Plan, (ii) expands the class of individuals eligible to receive options
under the 1997 Plan, (iii) increases the period during which options may be
granted or the permissible term of options under the 1997 Plan, or (iv)
decreases the minimum exercise price of such options, shall only be adopted
by the Board of Directors subject to shareholder approval. No amendment to
the 1997 Plan shall, without the consent of the holder of an existing option,
materially and adversely affect his rights under such option.
Officers and key employees of the Corporation and directors, officers and
key employees of its subsidiaries (including any partnership of which the
Corporation or any subsidiary of the Corporation is a general partner) are
eligible to receive options under the 1997 Plan. The exercise price of any
option must be no less than 100% (or, in the case of an incentive stock
option granted to a 10% shareholder, 110%) of the fair market value of the
shares purchasable thereunder on the date of grant.
Payment for shares purchased upon the exercise of options may be made (i)
in cash or certified check, (ii) by transfer to the Corporation of a number
of shares of the Corporation's Common Stock whose aggregate market value is
equal to the aggregate option price, (iii) by delivering to the Corporation
(a) irrevocable instructions to deliver the stock certificates representing
the shares for which the option is being exercised directly to a broker, and
(b) instructions to the broker to sell such shares and promptly deliver to
the Corporation the portion of sale proceeds equal to the aggregate option
exercise price, or (iv) a combination of these methods of payment.
No option may be exercisable for more than ten years from the date of
grant; an incentive stock option granted to a 10% shareholder may not be
exercisable for more than five years from the date of grant. Moreover, to
qualify as incentive stock options, the aggregate fair market value,
determined as of the date of grant, of the shares which may first become
exercisable by any individual in any calendar year, under the 1997 Plan and
under any other plans of the Corporation and its subsidiaries pursuant to
which incentive stock options may be granted, may not exceed $100,000. The
maximum number of shares purchasable under any option or options granted
pursuant to the 1997 Plan to any individual in any calendar year may not
exceed one percent of the then issued and outstanding shares of Common Stock
of the Corporation.
Under the 1997 Plan, both incentive and non-incentive stock options may be
granted. For federal income tax purposes, a holder of an option designated as
not qualifying as an incentive stock option will generally realize taxable
income upon the exercise of an option, and at that time the Corporation will
then be allowed a deduction from its income equal to the excess of (a) the
market value, at the time of such exercise, of the shares acquired pursuant
to such exercise over (b) the aggregate option exercise price for such
shares. Generally, no realization of taxable income to the optionee will
result from the exercise of an incentive stock option and the Corporation
will not receive any deduction in connection with such exercise, although the
gain upon exercise may subject the holder to taxation under the alternate
minimum tax. At the time of the sale of the shares acquired upon the exercise
of an incentive stock option the optionee will then realize taxable income
equal to the sale price less the exercise price.
Options may generally not be transferred except to the extent that options
may be exercised by an executor or administrator provided, however, with the
prior approval of the Committee, options granted
C-1
under the 1997 Plan may be transferred to an optionee's spouse, children,
grandchildren or a trust or partnership established for the benefit of such
persons. Subsequent transfers of such transferred options are prohibited.
Under the 1997 Plan, options lapse if the optionee ceases to be an employee
of the Corporation or its subsidiaries. However, if the cessation of
employment is due to retirement, disability or death of the optionee, options
may be exercised within three months of the holder's retirement or within one
year of the holder's death or disability, provided, however, that no option
may be exercisable after its normal expiration date.
The 1997 Plan terminates on February 9, 2007. The 1997 Plan may be
altered, suspended or discontinued at any time by the Board of Directors,
provided that no such action may, without the consent of an optionee,
materially and adversely affect his rights under any outstanding options.
Options are subject to adjustment to protect against dilution in certain
events, including the recapitalization or reorganization of the Corporation,
its merger into or consolidation with another corporation, stock splits and
stock dividends.
C-2
VOTE BY TELEPHONE AND INTERNET
24 HOURS A DAY, 7 DAYS A WEEK
TELEPHONE
1-800-480-0407
Use any touch-tone telephone to vote your proxy. Have your proxy card in hand
when you call. You will be prompted to enter your control number, located in the
box below, and then follow the simple directions.
INTERNET
https://proxy.shareholder.com/sbl
Use the Internet to vote your proxy. Have your proxy card in hand when you
access the website. You will be prompted to enter your control number, located
in the box below, to create an electronic ballot.
MAIL
Mark, sign and date your proxy card and return it in the postage-paid envelope
we have provided
Your telephone or Internet vote If you have submitted your proxy
authorizes the named proxies to by telephone or the Internet
vote your shares in the same there is no need for you to mail
manner as if you marked, signed back your proxy.
and returned the proxy card.
CONTROL NUMBER FOR
TELEPHONE OR INTERNET VOTING
CALL TOLL-FREE TO VOTE ++ IT'S FAST AND CONVENIENT
1-800-480-0407
DETACH PROXY CARD HERE IF YOU ARE NOT
VOTING BY TELEPHONE OR INTERNET
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1. Election of Directors FOR all nominees [ ] WITHHOLD AUTHORITY to [ ] EXCEPTIONS * [ ]
listed below vote for all nominees listed
below
Nominees: 01 - Jerome Swartz, 02 - Harvey P. Mallement, 03 - Raymond R.
Martino, 04 - George Bugliarello, 05 - Charles B. Wang, 06 - Tomo
Razmilovic, 07- Leo A. Guthart and 08 - James Simons
(INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, MARK
THE "EXCEPTIONS" BOX AND WRITE THAT NOMINEE'S NAME IN THE SPACE PROVIDED BELOW.)
*Exceptions:
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2. To approve an amendment to the Certification of Incorporation.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. To approve an amendment to the 1997 Employee Stock Option Plan
[ ] FOR [ ] AGAINST [ ] ABSTAIN
4. To ratify the appointment of Deloitte & Touche LLP, independent certified
public accountants, as auditors for fiscal year 2001.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
5. In their discretion, upon any other business which may properly come
before the meeting or any adjournment thereof.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
Address Change and/or Comments Mark Here
Please sign exactly as name or names appear
on this proxy. When signing as attorney,
executor, administrator, trustee, custodian,
guardian or corporate officer, give full
title. If more than one trustee, all should
sign. Joint owners must each sign.
Dated: 2001
--------------------------------
--------------------------------------------
Signature(s)
--------------------------------------------
Signature(s)
(PLEASE SIGN, DATE AND RETURN THIS PROXY CARD IN THE ENCLOSED ENVELOPE.)
VOTES MUST BE INDICATED (X) IN BLACK OR BLUE INK
SYMBOL TECHNOLOGIES, INC.
PROXY / VOTING INSTRUCTION CARD
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF SYMBOL
TECHNOLOGIES, INC. FOR THE ANNUAL MEETING OF SHAREHOLDERS ON MAY 21, 2001.
The undersigned hereby constitutes and appoints JEROME SWARTZ and TOMO
RAZMILOVIC, and each of them, with full power of substitution in each, the
proxies of the undersigned, to represent the undersigned and vote all of the
shares of Symbol Technologies, Inc. Common Stock which the undersigned would be
entitled to vote at the Annual Meeting of Shareholders to be held on May 21,
2001, and at any adjournment or postponement thereof, as indicated on the
reverse side.
This proxy, when properly executed, will be voted in the manner directed herein
by the undersigned shareholder. If no direction is given, this proxy will be
voted FOR proposals 1, 2, 3 and 4. The undersigned acknowledges receipt of the
accompanying Proxy Statement dated April 2, 2001.
Comments / Address Change
--------------------
- ---------------------------------------------- SYMBOL TECHNOLOGIES, INC.
P.O. BOX 11095
- ---------------------------------------------- NEW YORK, N.Y. 10203-0095
- ----------------------------------------------
If you have written in the above space, please
mark the Comments notification box on the
reverse side
(Continued, and to be signed and dated on the reverse side.)