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SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
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Check the appropriate box:
[ ] Preliminary Proxy Statement
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[ ] Soliciting Material Pursuant to sec. 240.14a-11(c) or sec. 240.14a-12
Interface, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
Interface, Inc.
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
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[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
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[ ] Fee paid previously with preliminary materials:
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[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
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(Interface Logo)
INTERFACE, INC.
2859 PACES FERRY ROAD, SUITE 2000
ATLANTA, GEORGIA 30339
------------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 22, 2001
------------------------------
The annual meeting of shareholders of Interface, Inc. (the "Company") will
be held on Tuesday, May 22, 2001, at 3:00 p.m., at the Company's office located
at 2859 Paces Ferry Road, Atlanta, Georgia, for the purpose of considering and
voting upon:
RECOMMENDED
ITEM VOTE
- ------------------------------------------------------------ -----------
1. The election of eleven members of the Board of FOR
Directors, five directors to be elected by the holders
of the Company's Class A Common Stock and six directors
to be elected by the holders of the Company's Class B
Common Stock.
2. A proposal to approve an amendment to the Interface, FOR
Inc. Omnibus Stock Incentive Plan, to increase by
2,000,000 the number of shares of Common Stock
authorized for issuance under such Plan.
3. Such other matters as may properly come before the
meeting or any adjournment thereof.
Only shareholders of record at the close of business on March 19, 2001 will
be entitled to notice of and to vote at the meeting or any adjournment thereof.
A Proxy Statement and Proxy solicited by the Board of Directors are
enclosed herewith. Please date, sign and return the enclosed Proxy at your
earliest convenience. Returning your Proxy in a timely manner will assure your
representation at the annual meeting. You may, of course, change or withdraw
your Proxy at any time prior to the voting at the meeting.
Also enclosed is a copy of the Company's 2000 Annual Report to
Shareholders.
By order of the Board of Directors
/s/ RAYMOND S. WILLOCH
RAYMOND S. WILLOCH
Secretary
April 16, 2001
PLEASE COMPLETE AND RETURN THE ENCLOSED PROXY PROMPTLY SO THAT YOUR VOTE MAY BE
RECORDED AT THE MEETING IF YOU DO NOT ATTEND PERSONALLY.
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INTERFACE, INC.
2859 PACES FERRY ROAD, SUITE 2000
ATLANTA, GEORGIA 30339
------------------------------
PROXY STATEMENT
FOR ANNUAL MEETING OF SHAREHOLDERS
------------------------------
GENERAL INFORMATION
This Proxy Statement is furnished in connection with the solicitation of
Proxies for Class A Common Stock and Class B Common Stock by the Board of
Directors of Interface, Inc. (the "Company") for use at the annual meeting of
shareholders of the Company to be held on May 22, 2001, and any adjournment
thereof, for the purposes set forth in the accompanying notice of the meeting.
It is anticipated that this Proxy Statement and the accompanying Proxy will
first be mailed to shareholders on April 19, 2001.
The record of shareholders entitled to vote at the annual meeting was taken
as of the close of business on March 19, 2001. On that date, the Company had
outstanding and entitled to vote 43,482,624 shares of Class A Common Stock and
7,185,701 shares of Class B Common Stock. Except for (i) the election and
removal of directors, and (ii) class votes as required by law or the Company's
Articles of Incorporation, holders of both classes of Common Stock vote as a
single class. In all cases, holders of Common Stock (of either class) are
entitled to cast one vote per share.
Each Proxy for Class A Common Stock ("Class A Proxy") or Class B Common
Stock ("Class B Proxy") that is properly executed and returned by a shareholder
will be voted as specified thereon by the shareholder. If no specification is
made, the Proxy will be voted (i) for the election of the nominees (Class A or
Class B, as the case may be) listed herein under the caption "Nomination and
Election of Directors" and (ii) for the proposal to amend the Interface, Inc.
Omnibus Stock Incentive Plan. A Proxy given pursuant to this solicitation may be
revoked by a shareholder who attends the meeting and gives oral notice of his or
her election to vote in person, without compliance with any other formalities.
In addition, a Proxy given pursuant to this solicitation may be revoked prior to
the meeting by delivering to the Secretary of the Company either an instrument
revoking it or a duly executed Proxy for the same shares bearing a later date.
An automated system administered by the Company's transfer agent tabulates
the votes. Abstentions and broker non-votes are included in the determination of
the number of shares present and entitled to vote (to establish a quorum).
Abstentions are the equivalent of a non-vote since directors are elected by a
plurality of the votes cast and the stock plan proposal would be approved if the
affirmative votes cast exceed the negative votes cast. Broker non-votes are not
counted for purposes of determining whether a proposal has been approved.
The expense of this solicitation, including the cost of preparing and
mailing this Proxy Statement, will be paid by the Company. Copies of
solicitation material may be furnished to banks, brokerage houses and other
custodians, nominees and fiduciaries for forwarding to the beneficial owners of
shares of the Company's Common Stock, and normal handling charges may be paid
for the forwarding service. In addition to solicitations by mail, directors and
regular employees of the Company may solicit Proxies in person or by telephone,
fax or e-mail. The Company also has retained Georgeson & Company, Inc., a proxy
solicitation firm, to assist in soliciting Proxies from beneficial owners of
shares of the Company's Common Stock. The fee for such assistance will be $7,000
(plus expenses).
The closing price of the Company's Class A Common Stock as reported on the
Nasdaq National Market on March 30, 2001 was $6.875 per share. There is no
public market for the Class B Common Stock (but Class B shares are convertible
on a share-for-share basis into Class A shares).
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NOMINATION AND ELECTION OF DIRECTORS
(ITEM 1)
The Bylaws of the Company provide that the Board of Directors shall consist
of a maximum of 15 directors, the exact number of directors being established by
action of the Board taken from time to time. The Board of Directors has set the
number of directors at 11. The holders of Class B Common Stock are entitled to
elect a majority (six) of the Board members. The holders of Class A Common Stock
are entitled to elect the remaining (five) directors. The term of office for
each director continues until the next annual meeting of shareholders and until
his or her successor, if there is to be one, has been elected and has qualified.
In the event that any nominee for director withdraws or for any reason is
not able to serve as a director, each Proxy that is properly executed and
returned will be voted for such other person as may be designated as a
substitute nominee by the Board of Directors, but in no event will any Class A
Proxy be voted for more than five nominees or Class B Proxy be voted for more
than six nominees. Management of the Company has no reason to believe that any
nominee will not serve if elected.
Certain information relating to each nominee proposed by the Board,
including his or her principal occupation during the past five years, is set
forth below.
CLASS A NOMINEES
NAME (AGE) INFORMATION
Dianne Dillon-Ridgley (49)... Ms. Dillon-Ridgley was elected to the Board in
February 1997. Since 1997, Ms. Dillon-Ridgley has
served as the U.N. Headquarters representative
for the World YWCA (Geneva, Switzerland). From
1994 to 1997, Ms. Dillon-Ridgley served as
president of Zero Population Growth, the nation's
largest grassroots organization concerned with
the impacts of rapid population growth on the
environment. From 1995 to 1998, she served as
senior policy analyst with the Women's
Environment and Development Organization, and
from 1998 to 1999 she served as Executive
Director of that organization. In 1994, she was
appointed by President Clinton to the
now-dissolved President's Council on Sustainable
Development where she served as Co-Chair of the
Council's International and
Population/Consumption Task Forces.
Dr. June M. Henton (61)...... Dr. Henton was elected as a director in February
1995. Since 1985, Dr. Henton has served as Dean
of the College of Human Sciences at Auburn
University, which includes a program in interior
environments. Dr. Henton, who received her Ph.D.
from the University of Minnesota, is an
accomplished author and lecturer on child and
family issues. She has provided leadership for a
wide variety of professional, policy and civic
organizations. As a charter member of the
Operating Board of the National Textile Center,
Dr. Henton has significant expertise in the
integration of academic and research programs
within the textile industry.
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NAME (AGE) INFORMATION
Christopher G. Kennedy (37).. Mr. Kennedy was elected as a director in May
2000. He became an Executive Vice President of
Merchandise Mart Properties, Inc. in Chicago,
Illinois in 1994 and President in October 2000.
Mr. Kennedy also serves on the Board of Directors
of Merchandise Mart Properties. Since January
2000, he has served on the Board of Cantilever
Technologies. Since 1994, he has served on the
Board of Trustees of Ariel Mutual Funds. From
1997 to 1999, Mr. Kennedy served as the Chairman
of the Chicago Convention and Tourism Bureau. Mr.
Kennedy also serves on the Boards of several
nonprofit organizations.
James B. Miller, Jr. (60).... Mr. Miller was elected as a director in May 2000.
Since 1979, Mr. Miller has served as Chairman,
President and Chief Executive Officer of Fidelity
National Corporation, the holding company for
Fidelity National Bank. Since February 1998, he
has served as Chairman, since 1976 he has served
as director, and from 1977 to 1997 he served as
Chief Executive Officer and President, of
Fidelity National Bank. Mr. Miller also has
served as Chairman of Fidelity National Capital
Investors, Inc., a subsidiary of Fidelity
National Corporation, since 1992. Mr. Miller also
serves on the Boards of numerous nonprofit
organizations.
Thomas R. Oliver (60)........ Mr. Oliver was elected as a director in July
1998. He has served as Chairman and Chief
Executive Officer of Bass Hotels and Resorts, the
hotel business of Bass PLC, since March 1997. Mr.
Oliver also serves on the Executive Committee and
the Board of Directors of Bass PLC. From June
1996 until March 1997, Mr. Oliver served as Chief
Executive Officer of AudioFax, Inc., an
Atlanta-based telecommunications company. From
June 1993 to June 1996, he served as CEO of
VoiceCom Systems, Inc., a leading supplier of
large scale messaging systems, also in Atlanta.
CLASS B NOMINEES
NAME (AGE) INFORMATION
RAY C. ANDERSON (66)......... Mr. Anderson has served as Chairman and Chief
Executive Officer of the Company since its
founding in 1973. Mr. Anderson was appointed by
President Clinton to the President's Council on
Sustainable Development in 1996 and served as
Co-Chair until the Council's dissolution in June
1999. He also serves on the Boards of numerous
nonprofit organizations.
Carl I. Gable (61)........... Mr. Gable, a director since March 1984, is a
private investor. He was an attorney with the
Atlanta-based law firm of Troutman Sanders LLP,
from March 1996 until April 1998. From September
1992 until March 1996, he was an attorney with
the now-dissolved Atlanta law firm of Booth,
Owens & Jospin (formerly Booth, Wade & Campbell).
Mr. Gable has served as a director of Fidelity
National Corporation since July 2000. He also
serves on the Boards of numerous nonprofit
organizations.
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NAME (AGE) INFORMATION
DANIEL T. HENDRIX (46)....... Mr. Hendrix joined the Company in 1983 after
having worked previously for a national
accounting firm. He became Treasurer of the
Company in 1984, Chief Financial Officer in 1985,
Vice President-Finance in 1986, Senior Vice
President-Finance in 1995 and Executive Vice
President in October 2000. He was elected to the
Board in October 1996. The Company has announced
that Mr. Hendrix will become President and Chief
Executive Officer effective July 1, 2001.
J. Smith Lanier, II (73)..... Mr. Lanier has been a director since 1973. He is
Chairman of the Board of J. Smith Lanier & Co., a
general insurance agency based in West Point,
Georgia. Mr. Lanier also serves as a director of
a number of other private companies and also
serves on the Boards of numerous nonprofit
organizations.
Leonard G. Saulter (74)...... Mr. Saulter has been a director since July 1987.
He served as a Senior Vice President of the
Company from October 1987 until June 1991. He
served as President of Guilford of Maine, Inc.
(now Interface Fabrics Group, Inc.) until January
1990, and as Interface Fabrics Group's Chairman
from January 1990 until his retirement in June
1991. In October 1993, Mr. Saulter resumed the
position of President of Interface Fabrics Group
on an interim basis, serving until March 1994.
Clarinus C. Th. van Andel (71) Mr. van Andel, who has been a director since
October 1988, was a partner in the law firm of
Schut & Grosheide, based in Amsterdam, until his
retirement in January 1996. He served as Chairman
of the supervisory board of Interface Europe B.V.
(formerly Interface Heuga B.V. and Heuga Holding,
B.V.), the Company's modular carpet subsidiary
based in the Netherlands, from 1984 until 1996,
when the supervisory board was dissolved.
VOTE REQUIRED AND RECOMMENDATION OF BOARD
Under the Company's Bylaws, election of each of the five Class A nominees
requires a plurality of the votes cast by the Company's outstanding Class A
Common Stock entitled to vote and represented (in person or by proxy) at the
meeting. Election of each of the six Class B nominees requires a plurality of
the votes cast by the Company's outstanding Class B Common Stock entitled to
vote and represented (in person or by proxy) at the meeting. THE BOARD OF
DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF EACH OF THE CLASS A NOMINEES AND
CLASS B NOMINEES LISTED ABOVE, AND PROXIES EXECUTED AND RETURNED WILL BE VOTED
FOR EACH OF THE NOMINEES (CLASS A OR CLASS B, AS APPLICABLE) UNLESS CONTRARY
INSTRUCTIONS ARE INDICATED THEREON.
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors held four meetings during 2000. All of the incumbent
directors attended at least 75% of the meetings of the Board and of each
committee of the Board on which they served that were held during the periods
that they served.
The Board of Directors has an Executive Committee currently composed of Ray
C. Anderson, Carl I. Gable and J. Smith Lanier, II. The Executive Committee met
three times during 2000. With certain limited exceptions, the Executive
Committee may exercise all the power and authority of the Board of Directors in
the management of the business and affairs of the Company.
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The Board of Directors also has a Compensation Committee currently composed
of June M. Henton, Christopher G. Kennedy and Thomas R. Oliver. The Compensation
Committee met two times during 2000. The function of the Compensation Committee
is to (i) evaluate the performance of the Company's senior executives, (ii)
determine compensation arrangements for such executives, (iii) administer the
Company's stock and other incentive plans for key employees, and (iv) review the
administration of the Company's employee benefit plans.
The Board of Directors also has an Audit Committee currently composed of
Mr. Gable, James B. Miller, Jr. and Leonard G. Saulter. The Audit Committee met
three times during 2000. The Board of Directors, in its business judgment, has
determined that all three members of the Audit Committee are "independent," as
required by applicable listing standards of Nasdaq. The Audit Committee operates
pursuant to a revised Audit Committee Charter that was adopted by the Board on
October 24, 2000, a copy of which is attached to this Proxy Statement as
Appendix A. The function of the Audit Committee is to (i) serve as an
independent and objective party to review the Company's financial statements,
financial reporting process and internal control system, (ii) review and
evaluate the performance of the Company's independent auditors and internal
financial management, and (iii) provide an open avenue of communication among
the Company's independent auditors, management, including internal financial
management, and the Board.
The Board of Directors also has a Nominating Committee, composed of Mr.
Anderson, Mr. Gable and Dr. Henton. The Nominating Committee did not meet in
2000. The function of the Nominating Committee is to review the qualifications
of potential new candidates and nominate candidates to fill vacancies on the
Board. The Nominating Committee will consider candidates recommended by
shareholders. Shareholder recommendations must comply with the procedures for
shareholder proposals set forth in Article II, Section 9 of the Company's
Bylaws.
PRINCIPAL SHAREHOLDERS AND MANAGEMENT STOCK OWNERSHIP
The following table sets forth, as of February 1, 2001 (unless otherwise
indicated), beneficial ownership of each class of the Company's Common Stock by:
(i) each person, including any "group" as that term is used in Section 13(d)(3)
of the Securities Exchange Act of 1934, known by the Company to be the
beneficial owner of more than 5% of any class of the Company's voting
securities, (ii) each nominee for director, (iii) the Company's Chief Executive
Officer and four other most highly compensated executive officers, and (iv) all
executive officers and directors of the Company as a group.
AMOUNT AND PERCENT OF
BENEFICIAL OWNER TITLE NATURE OF PERCENT CLASS A
(AND BUSINESS ADDRESS OF BENEFICIAL OF AFTER
OF 5% OWNERS) CLASS OWNERSHIP(1) CLASS(1) CONVERSION(2)
- ----------------------------------------------- ------- ------------ -------- -------------
Ray C. Anderson................................ Class A 31,079(3) * 7.5%
2859 Paces Ferry Road, Suite 2000 Class B 3,515,686(3) 48.3%
Atlanta, Georgia 30339
Ariel Capital Management, Inc. ................ Class A 8,616,530(4)(5) 19.8%
307 N. Michigan Avenue
Chicago, Illinois 60601
Dimensional Fund Advisors, Inc. ............... Class A 2,972,700(4)(6) 6.8%
1299 Ocean Avenue, 11th Floor
Santa Monica, California 90401
ICM Asset Management, Inc. and................. Class A 4,740,273(4)(7) 10.9%
James M. Simmons
601 W. Main Avenue, Suite 917
Spokane, Washington 99201
Michael D. Bertolucci.......................... Class A 2,790 * *
Class B 172,971(8) 2.3%
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AMOUNT AND PERCENT OF
BENEFICIAL OWNER TITLE NATURE OF PERCENT CLASS A
(AND BUSINESS ADDRESS OF BENEFICIAL OF AFTER
OF 5% OWNERS) CLASS OWNERSHIP(1) CLASS(1) CONVERSION(2)
- ----------------------------------------------- ------- ------------ -------- -------------
Brian L. DeMoura............................... Class B 264,639(9) 3.6% *
Dianne Dillon-Ridgley.......................... Class B 24,000(10) * *
Carl I. Gable.................................. Class A 140(11) * *
Class B 83,244(11) 1.1%
Daniel T. Hendrix.............................. Class A 50,079(12) * *
Class B 321,850(12) 4.4%
June M. Henton................................. Class B 39,000(13) * *
Christopher G. Kennedy(14)..................... Class A 25,235 *
J. Smith Lanier, II............................ Class A 21,000(15) * *
Class B 339,648(15) 4.7%
James B. Miller, Jr. .......................... Class A 1,000 *
Thomas R. Oliver............................... Class A 70,000 * *
Class B 18,000(16) *
Leonard G. Saulter............................. Class A 6,000(17) * *
Class B 42,000(17) *
Clarinus C.Th. van Andel....................... Class B 104,000(18) 1.4% *
John R. Wells.................................. Class A 23,556(19) * *
Class B 284,423(19) 3.9%
All executive officers and directors........... Class A 270,633(20) * 11.6%
as a group (16 persons) Class B 5,414,815(20) 67.9%
- ------------------------------
* Less than 1%.
(1) Shares of Class B Common Stock are convertible, on a share-for-share basis,
into shares of Class A Common Stock. The number of Class A shares indicated
as beneficially owned by each person or group does not include Class A
shares such person or group could acquire upon conversion of Class B
shares. The Percent of Class is calculated assuming that the beneficial
owner has exercised any conversion rights, options or other rights to
subscribe held by such beneficial owner that are exercisable within 60 days
(not including Class A shares that could be acquired upon conversion of
Class B shares), and that no other conversion rights, options or rights to
subscribe have been exercised by anyone else.
(2) Represents the percent of Class A shares the named person or group would
beneficially own if such person or group, and only such person or group,
converted all Class B shares beneficially owned by such person or group
into Class A shares.
(3) Includes 9,200 Class A shares held by Mr. Anderson's wife, although Mr.
Anderson disclaims beneficial ownership of such shares. Includes 21,879
Class A shares that Mr. Anderson beneficially owns through the Company's
Savings and Investment Plan. All Savings and Investment Plan information
included in the above table is as of December 31, 2000. Includes 34,000
Class B shares that may be acquired by Mr. Anderson pursuant to exercisable
stock options.
(4) Based upon information included in statements as of December 31, 2000
provided to the Company by such beneficial owners.
(5) All such shares are held by Ariel Capital Management, Inc. ("Ariel") for
the accounts of clients. Ariel disclaims beneficial ownership of all such
shares. Ariel, in its capacity as investment adviser, has sole voting power
with respect to 8,197,730 of such shares and sole investment power with
respect to all such shares. (John W. Rogers, Jr., Chairman, President and
Chief Executive Officer and a principal shareholder of Ariel, may be deemed
to beneficially own all such shares, but he disclaims such beneficial
ownership.)
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(6) All such shares are held by Dimensional Fund Advisors, Inc. ("Dimensional")
as an investment adviser registered under Section 203 of the Investment
Advisers Act of 1940. Dimensional, in its capacity as investment adviser,
has sole voting and dispositive power with respect to all such shares.
(7) All such shares are held by ICM Asset Management, Inc. ("ICM") as an
investment adviser registered under Section 203 of the Investment Advisers
Act of 1940, and James M. Simmons, President of ICM. ICM, in its capacity
as investment adviser, and Mr. Simmons have shared voting power with
respect to 2,908,123 of such shares and shared dispositive power with
respect to all such shares.
(8) Includes 74,512 restricted Class B shares, and 73,302 Class B shares that
may be acquired by Mr. Bertolucci pursuant to exercisable stock options.
(See "Compensation Committee Report on Executive Compensation -- Stock
Options and Restricted Stock" below for a discussion of the restrictions on
restricted stock.)
(9) Includes 141,178 restricted Class B shares, and 123,461 Class B shares that
may be acquired by Mr. DeMoura pursuant to exercisable stock options.
(10) All such shares may be acquired by Ms. Dillon-Ridgley pursuant to
exercisable stock options.
(11) All such Class A shares are held by Mr. Gable as custodian for his son.
Includes 42,000 Class B shares that may be acquired by Mr. Gable pursuant
to exercisable stock options.
(12) Includes 2,819 Class A shares beneficially owned by Mr. Hendrix pursuant to
the Company's Savings and Investment Plan. Includes 289,996 restricted
Class B shares, and 31,854 Class B shares that may be acquired by Mr.
Hendrix pursuant to exercisable stock options.
(13) Includes 37,000 shares that may be acquired by Dr. Henton pursuant to
exercisable stock options.
(14) Mr. Kennedy serves on the Board of Trustees of Ariel Mutual Funds, for
which Ariel Capital Management, Inc. serves as investment advisor and
performs services which include buying and selling securities on behalf of
the Ariel Mutual Funds. Mr. Kennedy disclaims beneficial ownership of all
shares held by Ariel Capital Management, Inc. as investment advisor for
Ariel Mutual Funds.
(15) Includes 400 Class A shares and 157,004 Class B shares held by Mr. Lanier's
wife, and 42,000 Class B shares that may be acquired by Mr. Lanier pursuant
to exercisable stock options. Mr. Lanier disclaims beneficial ownership of
the shares owned by his wife.
(16) All such shares may be acquired by Mr. Oliver pursuant to exercisable stock
options.
(17) All such Class A shares are held by Mr. Saulter's wife, and Mr. Saulter
disclaims beneficial ownership of such shares. All such Class B shares may
be acquired by Mr. Saulter pursuant to exercisable stock options.
(18) Includes 44,000 shares that may be acquired by Mr. van Andel pursuant to
exercisable stock options.
(19) Includes 3,556 Class A shares beneficially owned by Mr. Wells pursuant to
the Company's Savings and Investment Plan. Includes 151,666 restricted
Class B shares, and 124,757 Class B shares that may be acquired by Mr.
Wells pursuant to exercisable stock options.
(20) Includes 29,008 Class A shares that are beneficially owned by certain
executive officers pursuant to the Company's Savings and Investment Plan.
Includes 756,017 restricted Class B shares, and 720,596 Class B shares that
may be acquired by all executive officers and directors as a group pursuant
to exercisable stock options.
EXECUTIVE COMPENSATION AND RELATED ITEMS
SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION
The following table sets forth certain information for each of the last
three fiscal years of the Company concerning compensation paid by the Company
and its subsidiaries to the Company's Chief Executive Officer, and each of the
four other most highly compensated executive officers of the Company, based on
salary and bonus earned in fiscal 2000 (referred to herein as the "named
executive officers"). For each of the last three fiscal years of the Company,
the total amount of perquisites, personal benefits and other annual compensation
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paid to each named executive officer did not exceed the lesser of $50,000 or 10%
of such officer's total annual salary and bonus.
SUMMARY COMPENSATION TABLE
LONG-TERM
COMPENSATION
ANNUAL COMPENSATION AWARDS
ALL
RESTRICTED SECURITIES OTHER
STOCK UNDERLYING COMPEN-
SALARY BONUS AWARDS OPTIONS SATION
NAME AND PRINCIPAL POSITION YEAR ($) ($) ($)(1) (#) ($)(2)
Ray C. Anderson 2000 571,736 297,303 -0- 80,000 195,927
Chairman, President and 1999 560,213 336,000 -0- 10,000 203,978
Chief Executive Officer 1998 541,667 521,270 -0- -0- 175,000
Daniel T. Hendrix 2000 331,875 273,796 101,888 185,000 83,732
Executive Vice President and 1999 300,000 180,000 452,067 17,535 84,628
Chief Financial Officer 1998 286,000 382,008(3) 428,794 -0-(4) 74,032
John R. Wells 2000 334,166 281,535 119,660 45,000 9,589
Senior Vice President 1999 279,169 178,202 259,240 66,090 7,951
(Division President) 1998 260,833 275,031 228,517 -0-(4) 2,000
Brian L. DeMoura 2000 270,241 269,082 119,660 45,000 7,827
Senior Vice President 1999 255,000 217,145 219,970 22,850 7,748
(Division President) 1998 252,212 228,996 228,517 -0-(4) 1,035
Michael D. Bertolucci 2000 259,167 213,812 105,668 45,000 7,801
Senior Vice President 1999 248,333 111,749 96,687 16,115 4,040
(Subsidiary President) 1998 218,461 160,461 107,415 -0-(4) 3,510
(1) Represents the dollar value of restricted stock awarded to the named
executive officer (calculated by multiplying the number of shares awarded by
the closing price of the Company's Class A Common Stock as reported by the
Nasdaq National Market on the date of grant). As of December 31, 2000,
625,176 shares of restricted stock were held by various executive officers
of the Company and its subsidiaries, with an aggregate value of $5.43
million (based on the closing price of the Company's Class A Common Stock as
reported on the Nasdaq National Market on December 29, 2000). Awards of
restricted stock vest in increments of one-third, with the first two one-
thirds vesting upon no earlier than the second and fourth anniversaries,
respectively, of the grant date and only if the price of the Company's Class
A Common Stock has appreciated 15% per annum, compounded annually, as of
such anniversary. The final one-third vests upon the ninth anniversary of
the grant date. All such restricted shares vest on the ninth anniversary of
the grant date if not vested previously under the stock price performance
criteria.
(2) Includes the Company's matching contribution under the Company's Savings and
Investment Plan and/or its Nonqualified Savings Plan. Also includes, in the
case of Messrs. Anderson and Hendrix, the dollar value of the annual
premiums paid by the Company under certain life insurance policies pursuant
to split-dollar insurance agreements with such officers.
(3) Includes an extraordinary bonus in the amount of $100,000.
(4) Stock options awarded to the named executive officer in January 1998 were
canceled in exchange for the issuance of restricted Class B Common Stock in
July 2000 at the ratio of three shares of restricted stock per four stock
options canceled. Thus, retroactively adjusting the January 1998 awards to
reflect a two-for-one stock split on June 15, 1998, 9,900 options awarded to
Mr. Hendrix, 15,824 options awarded to Mr. Wells, 15,824 options awarded to
Mr. DeMoura and 9,920 options awarded to Mr. Bertolucci were
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canceled in July 2000, and 7,425, 11,868, 11,868 and 7,440 shares of
restricted stock, respectively, were awarded in lieu thereof in July 2000.
COMPENSATION PURSUANT TO SALARY CONTINUATION PLAN
The Company maintains a nonqualified salary continuation plan (the "Salary
Continuation Plan") which is designed to induce selected officers of the Company
to remain in the employ of the Company by providing them with retirement,
disability and death benefits in addition to those which they may receive under
the Company's other benefit programs. The Salary Continuation Plan entitles
participants to (i) retirement benefits upon retirement at age 65 (or early
retirement at age 55) after completing at least 15 years of service with the
Company (unless otherwise provided in the plan), payable for the remainder of
their lives and in no event for less than 10 years under the death benefit
feature; (ii) disability benefits payable for the period of any pre-retirement
total disability; and (iii) death benefits payable to the designated beneficiary
of the participant for a period of up to 10 years. Benefits are determined
according to one of three formulas contained in the Salary Continuation Plan.
The Salary Continuation Plan is administered by the Compensation Committee,
which has full discretion in choosing participants and the benefit formula
applicable to each. The Company's obligations under the Salary Continuation Plan
are currently unfunded (although the Company uses insurance instruments to hedge
its exposure thereunder); however, the Company is required to contribute the
present value of its obligations thereunder to an irrevocable grantor trust in
the event of a "Change in Control" (as such term is defined in the Salary
Continuation Plan) of the Company.
STOCK OPTION GRANTS
The following table sets forth information with respect to options granted
to the named executive officers during fiscal 2000.
OPTION GRANTS IN LAST FISCAL YEAR
INDIVIDUAL GRANTS POTENTIAL REALIZABLE VALUE
NUMBER OF PERCENT OF AT ASSUMED ANNUAL RATES
SECURITIES TOTAL OPTIONS OF STOCK PRICE
UNDERLYING GRANTED TO EXERCISE APPRECIATION
OPTIONS EMPLOYEES IN PRICE EXPIRATION FOR OPTION TERM(2)
NAME GRANTED(1) 2000 (PER SHARE)(1) DATE 5% 10%
Ray C. Anderson......... 80,000 4.9% $4.8125 01/04/10 $242,124 $ 613,591
Daniel T. Hendrix....... 45,000 2.7 4.8125 01/04/10 136,195 345,145
140,000 8.5 7.125 10/25/10 627,322 1,589,758
John R. Wells........... 45,000 2.7 4.8125 01/04/10 136,195 345,145
Brian L. DeMoura........ 45,000 2.7 4.8125 01/04/10 136,195 345,145
Michael D. Bertolucci... 45,000 2.7 4.8125 01/04/10 136,195 345,145
(1) All options were granted at an exercise price equal to the fair market value
of the Class A Common Stock on the date of grant. These options vest ratably
over a period of five years.
(2) These amounts represent certain assumed rates of appreciation only. Actual
gains, if any, on stock option exercises are dependent on the future
performance of the Class A Common Stock and overall market conditions. The
amounts reflected in this table may not necessarily be achieved.
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OPTION EXERCISES AND YEAR-END OPTION VALUES
The following table sets forth, for each of the named executive officers,
(i) the number of shares of Common Stock received upon exercise of options, (ii)
the aggregate dollar value received upon exercise, (iii) the number of options
held at fiscal year-end, and (iv) the value of such options at fiscal year-end.
OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION VALUES
SHARES NUMBER OF UNEXERCISED VALUE OF UNEXERCISED
ACQUIRED OPTIONS AT FISCAL IN-THE-MONEY OPTIONS
ON VALUE YEAR-END (#) AT FISCAL YEAR-END ($)(1)
EXERCISE REALIZED EXERCISABLE/ EXERCISABLE/
NAME (#) ($) UNEXERCISABLE UNEXERCISABLE
Ray C. Anderson..................... -- -- 18,000/88,000 56,875/345,500
Daniel T. Hendrix................... -- -- 15,387/206,948 -0-/393,125
John R. Wells....................... -- -- 104,209/110,533 158,750/316,375
Brian L. DeMoura.................... -- -- 103,561/75,941 95,000/174,375
Michael D. Bertolucci............... 32,000 112,000 48,615/82,820 20,000/200,875
(1) Aggregate market value of the shares issuable upon exercise of the options
(based on December 29, 2000 closing price for Class A Common Stock of
$8.6875 per share), less the aggregate exercise price payable by the named
executive officer.
EMPLOYMENT AGREEMENTS
In April 1997, the Company entered into employment agreements with each of
the named executive officers and certain other executive officers of the
Company, appointing them to their current respective positions. The agreements
are substantially similar, except for such differences as are noted below. Mr.
Hendrix's agreement has an initial term of five years and thereafter a rolling
two-year term, such that the remaining term is always two years. Each of Messrs.
Anderson's, Bertolucci's, DeMoura's and Wells' agreements is for a rolling
two-year term such that the remaining term is always two years. The Company may
terminate any of such agreements upon two years' notice. Mr. Hendrix is entitled
under his agreement to receive an extraordinary annual bonus of up to $100,000
in each of the initial five years of the employment agreement if certain
financial performance targets are achieved. These financial performance targets
were not achieved in 2000.
In the event that the Company terminates an officer's employment without
just cause, the officer will be entitled to continue to receive his salary and
bonus, and participate in certain employee benefit plans, for the remainder of
the term of the agreement. The officer also will immediately vest in all
unvested employee stock options, and a percentage of theretofore unvested
restricted stock awards (as specified in the applicable restricted stock
agreement). The employment agreements also contain provisions placing
restrictions on the officer's ability to compete with the Company following the
termination of the agreement.
CHANGE IN CONTROL AGREEMENTS
In April 1997, each of the named executive officers and certain other
executive officers of the Company entered into substantially similar "change in
control agreements" with the Company. The agreements provide for certain
benefits in the event of a termination of employment under certain circumstances
in connection with a "Change in Control" (as defined in the agreements) of the
Company. In general, each agreement provides benefits to the officer upon an
"Involuntary Termination" (essentially, termination without cause) or a
"Voluntary Termination" (essentially, resignation in the face of coercive
tactics) occurring within 24 months after or six months prior to the date of a
change in control. Upon any such termination, the officer will be entitled to
receive the following benefits: (i) the officer's then-current salary, for the
balance of the term, paid in a lump sum discounted to present value; (ii) bonus
payments for the balance of the term, paid in a lump sum discounted to present
value and based upon the bonuses received during the two years prior to the
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termination, as well as a prorated bonus for the year in which employment is
terminated; (iii) continuation of health and life insurance coverage for the
balance of the term; and (iv) continuation of eligibility to participate in
Company retirement plans for the balance of the term, or the provision of
comparable benefits. In addition, the officer will immediately vest in all
unvested employee stock options and restricted stock awards in the event of a
Change in Control. Benefits paid under the change in control agreements will be
reduced by the compensation and benefits, if any, paid to an officer pursuant to
his employment agreement with the Company. If the payment of any such benefits
would result in the imposition of an excise tax under Section 4999 of the
Internal Revenue Code, the officer is entitled to receive a "gross-up" payment
to cover the amount of the excise taxes and any related taxes on the gross-up
payment.
Mr. Hendrix's agreement has an initial term of five years and thereafter a
rolling two-year term, such that the remaining term is always two years. Each of
Messrs. Anderson's, Bertolucci's, DeMoura's, and Wells' agreements is for a
rolling two-year term such that the remaining term is always two years. The
Company generally may terminate any of such agreements upon two years' notice.
COMPENSATION OF DIRECTORS
The Company has a policy pursuant to which non-employee directors ("outside
directors") are paid an annual director's fee of $25,000, plus $1,000 for each
Board or Board committee meeting attended.
The Company has agreed to pay Leonard G. Saulter, who previously served as
an executive officer of the Company, a retirement benefit of $15,000 per year
beginning in 1999 and for the remainder of his life. The Company made the
required payment during 2000.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
During 2000, the Company paid premiums to J. Smith Lanier & Co., an
insurance agency, of approximately $3,672,000 in connection with insurance
policies purchased on behalf of the Company. J. Smith Lanier, II has a
substantial ownership interest in this insurance agency. Management of the
Company believes that the insurance brokerage transactions were effected on
terms at least as favorable to the Company as could have been obtained from
other sources or unrelated parties in view of the nature of the transactions and
the services rendered.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
Compensation awards and achievement criteria for the Company's senior
management are recommended annually by the Company's Chief Executive Officer,
and reviewed and approved by the Compensation Committee of the Board of
Directors. The current members of the Compensation Committee are June M. Henton,
Christopher G. Kennedy and Thomas R. Oliver (Chair), all of whom are outside
directors.
The Company's compensation program is designed to enable the Company to
attract, motivate and retain outstanding senior management. The program consists
of three principal components: (i) competitive base salaries, (ii) annual,
variable cash bonuses based on the achievement of established financial and, for
certain executives, nonfinancial objectives, and (iii) long-term stock option
and restricted stock incentives. Under the program, a substantial portion of an
executive's compensation is directly linked to the Company's financial
performance and the interests of shareholders. The Committee strives to
administer the program to present total compensation packages for senior
executives of the Company that are commensurate with the responsibilities
undertaken by the executives, and that are competitive with packages offered by
comparable companies.
The Company periodically engages a nationally recognized consulting firm to
assist it in developing appropriate compensation packages for senior executives.
Information concerning compensation offered by other employers in the industry,
as well as other publicly traded companies similar in size and growth rate to
the Company, is considered as one of several factors in developing such
compensation packages. The Committee generally targets the median for base
salaries and third quartile for total cash compensation (base salary and bonus)
provided objectives are substantially achieved. Certain of the companies
considered from
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time to time are included in the companies comprising the "self-determined peer
group" index used in the performance graph below.
Base Salary. Base salary compensation is based on a variety of factors,
including the executive's level of responsibility, time with the Company,
geographical cost-of-living considerations and individual contribution and
performance, as well as internal equalization policies of the Company,
comparison to executive pay outside of the Company, and general economic
conditions. (Evaluation of certain of these factors is subjective, and no fixed,
relative weights are assigned to the criteria considered.) In fiscal 2000, five
of the senior executives, including the Chief Executive Officer, received raises
in base salary averaging 5.3% on an annualized basis. These raises were deemed
appropriate because four of the senior executives had gone without a raise for
almost two years, and one of the four was promoted to Executive Vice President
of the Company. In addition, the fifth executive, who had received a raise a
year earlier, received a smaller raise than the other senior executives.
Bonuses. The Company's incentive compensation program is tied to Company,
business unit (subsidiary) and individual performance. Each executive officer of
the Company (including the Chief Executive Officer) is assigned a range of bonus
potential (expressed as a percentage of base salary), and a personalized set of
financial and, in some cases, nonfinancial objectives for the year. Evaluation
of nonfinancial objectives is, inherently, somewhat subjective, and equal weight
is assigned to each of these objectives. For fiscal 2000, 65% to 100% of each
executive officer's bonus potential was based on measurable financial
performance. Typical relative weights assigned to financial objectives are
indicated below. The amount of bonus earned is determined by the degree to which
the financial and nonfinancial objectives have been achieved.
For the senior executives of the Company who are directly accountable for
the profitability of subsidiaries or business groups, financial objectives for
2000 were at least 90% of the bonus opportunity and focused on: (i) operating
income for operations managed, (ii) VBM (value-based management/cash flows) for
operations managed, (iii) reduction of off-quality and waste (under the
Company's QUEST program initiated in January 1995) for operations managed, and
(iv) earnings per share. Typical relative weights assigned to these financial
objectives were 45%, 20%, 15% and 10%, respectively. Nonfinancial objectives for
such senior executives are tailored to their respective markets and geographic
regions, but consistently focus on sales and competitive strategies, strategic
acquisitions, investments and alliances, synergistic cooperation with affiliated
companies, technological advancements, quality control measures and employee
relations.
Mr. Anderson's financial objectives for 2000 (100% weight) were based on:
(i) operating income, (ii) VBM, (iii) reduction of off-quality and waste for
operations, and (iv) earnings per share. Relative weights assigned to such
financial objectives were 50%, 20%, 15% and 15%, respectively. On an aggregate
basis (giving effect to relative weights), Mr. Anderson achieved 52% of target
levels for his bonus objectives in 2000.
Stock Options and Restricted Stock. The Company also utilizes grants of
stock options and restricted stock awards to its executives to strengthen the
mutuality of interests between the Company's senior management and shareholders.
Awards in recent years have been based on a long-term incentive stock program
developed with the assistance of a nationally recognized consulting firm and
adopted in January 1997.
Stock options and restricted stock awards help to retain and motivate
executives. Options granted under the Company's stock option plans have an
exercise price equal to at least 100% of the market price of the underlying
Common Stock on the date of grant. Thus, the options only have value if the
market price of the Company's stock rises. Moreover, options granted under such
plans typically vest incrementally over a five-year period, compelling an
executive to remain with the Company for a significant time period before being
able to fully recognize the value of the options. The five-year vesting schedule
also serves to focus executives on the long-term objectives of the Company.
Similarly, restricted stock awards increase in value as the market price of
the Company's stock rises. Such awards also vest over a period of multiple
years; the executive generally must remain employed with the Company for a
period of nine years from the date of grant to completely vest in an award. The
Committee believes stability of quality management and a proper focus on
long-term Company objectives provide for enduring shareholder value. Each of the
named executive officers holds stock options and/or restricted stock.
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Information concerning awards of stock options and restricted stock to the named
executive officers in 2000 is shown in the "Summary Compensation Table" and the
"Option Grants in Last Fiscal Year" table above.
Section 162(m) of the Internal Revenue Code generally disallows a tax
deduction to publicly held corporations for compensation in excess of $1,000,000
in any taxable year that is paid to the corporation's chief executive officer or
any of the four other most highly compensated executive officers. Certain
performance-based compensation, however, is not subject to the limit on
deductibility imposed by Section 162(m). In particular, executive compensation
under the Company's executive bonus plan qualifies for deductibility under
Section 162(m).
The foregoing policies and programs are subject to change as the Committee
deems necessary from time to time to respond to economic conditions, meet
competitive standards and serve the objectives of the Company and its
shareholders.
THE COMPENSATION COMMITTEE
June M. Henton
Christopher G. Kennedy
Thomas R. Oliver (Chair)
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PERFORMANCE GRAPH
The following graph compares, for the five-year period ended December 31,
2000, the Company's total return to shareholders (stock price increase plus
dividends, divided by beginning stock price) with that of (i) all U.S. companies
listed on The Nasdaq Stock Market, and (ii) a self-determined peer group
comprised primarily of companies in the commercial interiors industry.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURNS ($)
NASDAQ STOCK MARKET SELF-DETERMINED PEER
INTERFACE, INC. (U.S. COMPANIES) GROUP
--------------- ------------------- --------------------
12/31/95 100.0 100.0 100.0
12/29/96 115.2 123.2 119.0
12/28/97 174.2 145.0 153.3
01/03/99 113.3 212.5 179.1
01/02/00 71.9 394.8 133.5
12/31/00 112.8 237.4 123.7
- ---------------
Notes:
A. The lines represent annual index levels derived from compounded daily
returns that include all dividends.
B. The indices are reweighted daily, using the market capitalization on the
previous trading day.
C. If the annual interval, based on the fiscal year-end, is not a trading day,
the preceding trading day is used.
D. The index level for all series was set to $100.0 on 12/31/95.
E. The Company's fiscal year ends on the Sunday nearest December 31.
F. The following companies are included in the self-determined peer group:
Actuant Corporation (formerly known as Applied Power, Inc.); Armstrong
World Industries, Inc.; BE Aerospace, Inc.; Burlington Industries, Inc.;
Dixie Group, Inc.; Hon Industries, Inc.; Herman Miller, Inc.; Kimball
International, Inc.; Mohawk Industries, Inc.; Shaw Industries, Inc.; and
USG Corp.
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RESOLUTION CONCERNING AMENDMENT TO THE
INTERFACE, INC. OMNIBUS STOCK INCENTIVE PLAN
(ITEM 2)
PURPOSE OF THE AMENDMENT
On February 27, 2001, the Board of Directors voted to amend the Interface,
Inc. Omnibus Stock Incentive Plan (the "Stock Incentive Plan" or the "Plan"),
subject to shareholder approval, to increase the number of shares of Common
Stock reserved for issuance under the Plan by 2,000,000 shares. The Plan was
previously adopted by the Board and approved by the shareholders in 1997. The
Board is proposing amending the Stock Incentive Plan because, as of March 1,
2001, only approximately 86,800 shares remain available for incentive awards
under the Plan. (The number of shares available includes shares subject to stock
options granted under the Company's former stock option plans that have been
forfeited or terminated or that have otherwise expired unexercised.)
The purpose of the amendment to the Stock Incentive Plan is to continue, by
making more shares available for such use, the original purpose of the Plan,
which is to attract and retain key employees and directors of the Company and
its subsidiaries by providing such persons with stock-based incentives and
rewards for performance. The Stock Incentive Plan is also designed to promote
the loyalty and retention of senior management and strengthen the mutuality of
interests between senior management and the Company's shareholders. Thus, the
Company believes that it is important to maintain the Plan as an element of the
Company's compensation program. The Company engaged a nationally recognized
consulting firm to assist it in establishing the number of shares by which the
total shares reserved for issuance under the Plan are proposed to be increased.
The material features of the Stock Incentive Plan are described below. A copy of
the Plan will be furnished to any shareholder upon written request made to the
Secretary of the Company.
As of March 1, 2001, options for approximately 3,900,000 shares and
restricted stock awards for approximately 850,000 shares of Common Stock were
outstanding under the Stock Incentive Plan and the Company's former stock option
plans.
GENERAL
The Stock Incentive Plan provides for the grant to key employees and
directors of the Company and its subsidiaries of restricted stock, incentive
stock options (which qualify for certain favorable tax treatment, as described
below), nonqualified stock options, stock appreciation rights, deferred shares,
performance shares and performance units. Amended as proposed, the aggregate
number of shares of Common Stock (which may be either Class A or Class B Common
Stock) covered by the Stock Incentive Plan is 5,600,000 (adjusted to reflect a
two-for-one stock split in June 1998), plus any shares subject to stock options
granted under the Company's former stock option plans that are forfeited,
terminated or otherwise expire unexercised.
ELIGIBILITY AND LIMITATIONS; NEW PLAN BENEFITS
The Stock Incentive Plan is administered by the Compensation Committee of
the Board of Directors. All employees of the Company or one of its subsidiaries
(approximately 7,750 persons), outside directors and consultants or independent
contractors performing bona fide services for the Company or one of its
subsidiaries, are eligible for consideration as participants under the Plan,
although only employees are eligible to receive grants of incentive stock
options. The Compensation Committee has authority to determine the participants
to whom awards will be granted, the form and amount of the awards (including
whether the grant is for Class A or Class B Common Stock), the dates of grant,
vesting period, option prices (in the case of awards of options), performance
objectives (in the case of restricted shares, deferred shares, performance
shares or performance units) and other terms of each award.
No participant may receive awards or options representing more than 500,000
shares of Common Stock or 1,000,000 performance units (as described below)
during any calendar year under the Stock Incentive Plan. The Plan may be amended
from time to time by the Board of Directors or the Executive Committee of the
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Board, but no such amendment may increase the maximum number of shares issuable
under the Stock Incentive Plan without the further approval of the shareholders
of the Company.
Future awards under the Plan will be made in the discretion of the
Compensation Committee, and, subject to the above limitations, the number of
options and awards that may be granted in the future to eligible participants is
not currently determinable.
DESCRIPTION OF AWARDS
Restricted Shares. Awards of restricted stock under the Stock Incentive
Plan may be made either without consideration from the participant or, in the
Compensation Committee's discretion, in consideration of a payment by the
participant that is less than the fair market value of the award on the date of
grant. Awards of restricted stock generally will not be transferable by the
participant other than by will or applicable laws of descent and distribution,
although the Compensation Committee, in its discretion, may permit limited
transfers of awards to family members or for estate planning purposes.
Stock Options. Options granted under the Stock Incentive Plan may be
incentive stock options (as defined in Section 422 of the Internal Revenue Code
of 1986, as amended), nonqualified stock options or a combination of the
foregoing, although only employees are eligible to receive incentive stock
options. All options under the Plan will be granted at an exercise price per
share equal to not less than 100% of the fair market value of the Class A Common
Stock on the date the option is granted. Options granted under the Plan will not
be exercisable later than 10 years after the date of grant, and generally will
terminate on the date three months following the date that a participant's
employment with the Company terminates.
The Company receives no consideration upon the granting of an option. Full
payment of the option exercise price must be made when an option is exercised.
The exercise price may be paid in cash or in such other form as the Company may
approve, including shares of Common Stock valued at their fair market value on
the date of option exercise. The proceeds received by the Company from the
exercise of options under the Stock Incentive Plan are used for general
corporate purposes. Options generally will not be transferable by the holder
thereof other than by will or applicable laws of descent and distribution,
although the Compensation Committee, in its discretion, may permit limited
transfers of options to family members or for estate planning purposes.
There are no federal income tax consequences to the optionee or the Company
upon the granting of options under the Stock Incentive Plan. The federal tax
consequences upon exercise vary depending on whether the option is an incentive
stock option or a nonqualified stock option.
At the time an optionee exercises an incentive stock option, the optionee
generally does not recognize any income, nor is the Company entitled to a
deduction. The optionee will recognize capital gain or loss at the time of
disposition of the shares if the disposition occurs at least two years after the
option was granted and one year after it was exercised. The Company will not be
entitled to a tax deduction if the optionee satisfies these holding
requirements. The net federal income tax effect to the holder of an incentive
stock option is to defer, until the acquired stock is sold, taxation of any
increase in the stock's value from the time of grant of the option to the time
of its exercise, and to tax such gain, at the time of sale, at capital gains
rates rather than at ordinary income rates.
If the above holding requirements are not met, then upon the sale of
incentive stock option shares the optionee generally recognizes as ordinary
income the excess of the fair market value of the shares at the date of exercise
over the exercise price. Any increase in the value of the option shares
subsequent to exercise is long or short-term capital gain to the optionee
depending upon the optionee's holding period for the shares. However, if the
sale is for a price less than the value of the shares on the date of exercise,
the optionee might recognize ordinary income only to the extent the actual sales
price exceeded the option exercise price. In either case, the Company is
entitled to a compensation expense deduction to the extent of ordinary income
recognized by the optionee.
When an optionee exercises a nonqualified stock option, the optionee
recognizes, at the time of exercise, ordinary income in an amount equal to the
excess of the fair market value of the shares received upon exercise
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over the aggregate exercise price paid for those shares, and the Company
generally may deduct as an expense the amount of income so recognized by the
optionee. Any gain upon a subsequent sale of the shares will be capital gain and
will be long-term or short-term depending upon the holding period of the shares
before the sale. For capital gains purposes, the holding period begins upon the
exercise of the option, and the optionee's basis in the shares is equal to the
fair market value of the shares on the date of exercise.
Subject to certain exceptions for death or disability, if an optionee
exercises an incentive stock option more than three months after termination of
employment, the exercise will be treated as the exercise of a nonqualified stock
option. In addition, for purposes of the federal "alternative minimum tax," the
exercise of an incentive stock option will be treated essentially the same as
the exercise of a nonqualified stock option.
Stock Appreciation Rights. Stock appreciation rights ("SARs") under the
Stock Incentive Plan may be granted either in tandem with nonqualified stock
options or as freestanding SARs. Tandem SARs may be exercised only in connection
with the exercise of the related option. Freestanding SARs may be exercised no
later than ten years after the date of grant. Each grant of a freestanding SAR
will specify a base price per share, which shall be equal to or greater than the
fair market value of a share of Class A Common Stock on the grant date.
Upon exercise of an SAR, the Company will pay the participant a specified
percentage (not to exceed 100%) of the amount by which the fair market value of
a share of Class A Common Stock on the date of exercise exceeds the base price
per share (in the case of freestanding SARs) or the exercise price of the
related option (in the case of tandem SARs). The amount payable upon exercise of
the SAR may be paid in cash, shares of Common Stock or any combination thereof,
in the Compensation Committee's discretion. SARs generally will not be
transferable by the holder thereof other than by will or applicable laws of
descent and distribution, although the Compensation Committee, in its
discretion, may permit limited transfers of SARs to family members or for estate
planning purposes.
Deferred Shares, Performance Shares and Performance Units. The
Compensation Committee may also authorize grants to participants of deferred
shares, performance shares and performance units. Deferred shares are granted
subject to a deferral period, during which time the participant has no rights of
ownership in the deferred shares. Performance shares and performance units
become payable to the participant upon the achievement of specified performance
objectives (as described below). A performance share is the equivalent of a
share of Common Stock, and a performance unit is the equivalent of $1. The Stock
Incentive Plan provides for the Compensation Committee to establish "performance
objectives" for purposes of performance shares and performance units. When so
determined by the Compensation Committee, awards of deferred stock and
restricted stock may also specify performance objectives.
Performance objectives may be described in terms of Company-wide objectives
or objectives that are related to the performance of the individual participant
or of the subsidiary, division, department or function within the Company in
which the participant is employed. Any performance objectives applicable to
awards intended to qualify as "performance-based compensation" under Section
162(m) of the Internal Revenue Code will be limited to specified levels of, or
increases in, the Company's or a subsidiary's return on equity, earnings per
share, total earnings, earnings growth, return on capital, return on assets,
economic value added, sales growth, waste reduction, or increase in the fair
market value of the Company's Common Stock, or any combination thereof. Except
in the case of such an award intended to qualify under Section 162(m) of the
Internal Revenue Code, if the Compensation Committee determines that a change in
the business, operations, corporate structure or capital structure of the
Company or other events or circumstances render the performance objectives
unsuitable, the Compensation Committee may modify such performance objectives or
any related minimum acceptable level of achievement, in whole or in part, as it
deems appropriate and equitable.
The Compensation Committee has not granted any deferred stock, performance
shares or performance units under the Stock Incentive Plan.
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VOTE REQUIRED AND RECOMMENDATION OF THE BOARD
Under the Company's Bylaws, the proposal to amend the Stock Incentive Plan
is approved if the affirmative votes cast by the Company's outstanding shares of
Common Stock entitled to vote and represented (in person or by proxy) at the
meeting exceed the negative votes. THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR
THE PROPOSAL, AND THE ENCLOSED PROXY WILL BE VOTED IN THAT MANNER UNLESS THE
SHAREHOLDER EXECUTING THE PROXY SPECIFICALLY VOTES TO THE CONTRARY (OR
ABSTAINS).
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and executive officers, and persons who own more than 10% of a
registered class of the Company's equity securities, to file with the Securities
and Exchange Commission and the Nasdaq National Market reports of ownership and
changes in ownership of Common Stock and other equity securities of the Company.
Directors, executive officers and greater than 10% shareholders are required by
SEC regulations to furnish the Company with copies of all Section 16(a) forms
they file.
Based solely upon a review of the copies of such reports furnished to the
Company or written representations that no other reports were required, the
Company believes that during fiscal 2000 all filing requirements applicable to
its directors, executive officers and greater than 10% beneficial owners were
complied with except that Ray C. Anderson, Chairman, President and Chief
Executive Officer filed a late Form 4 with respect to a purchase of shares by
his spouse (of which he disclaims beneficial ownership); Michael D. Bertolucci,
Senior Vice President, filed a late Form 4 with respect to an exercise of
options; and Christopher G. Kennedy, Director, filed a late Form 4 with respect
to a purchase of shares.
INFORMATION CONCERNING THE COMPANY'S ACCOUNTANTS
BDO Seidman, LLP served as the independent auditors for the Company during
fiscal 2000. Management of the Company anticipates that BDO Seidman, LLP will be
the independent auditors for the current fiscal year, but the Board of Directors
has not yet considered the selection of public accountants for the current year.
Representatives of BDO Seidman, LLP are expected to be present at the annual
meeting and will have the opportunity to make a statement, if they desire to do
so, and to respond to appropriate questions.
AUDIT FEES
The aggregate fees billed the Company by BDO Seidman, LLP for professional
services rendered for the audit of the Company's annual financial statements for
fiscal 2000 included in Exhibit 13 to the Company's annual report on Form 10-K
for the year ended December 31, 2000, and the reviews of the financial
statements included in the Company's quarterly reports on Form 10-Q for the
quarters ended April 2, 2000, July 2, 2000 and October 1, 2000, were $1,048,600.
FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES
BDO Seidman, LLP provided no financial information systems design and
implementation services to the Company and thus did not bill the Company for
such services.
ALL OTHER FEES
The aggregate fees billed the Company by BDO Seidman, LLP for all other
services were $233,032, including $164,139 for audits of immaterial
subsidiaries, $35,475 for audits of employee benefit plans, $30,618 for tax
consulting services and $2,800 for other accounting fees.
18
21
AUDIT COMMITTEE REPORT
The Audit Committee operates pursuant to a revised Audit Committee Charter
that was adopted by the Board on October 24, 2000, a copy of which is attached
to this Proxy Statement as Appendix A. The Company's management is responsible
for its internal accounting controls and the financial reporting process. The
Company's independent accountants, BDO Seidman, LLP, are responsible for
performing an audit of the Company's consolidated financial statements in
accordance with auditing standards generally accepted in the United States and
for expressing an opinion as to their conformity with generally accepted
accounting principles. The Audit Committee's responsibility is to monitor and
oversee these processes.
In keeping with that responsibility, the Audit Committee has reviewed and
discussed the Company's audited consolidated financial statements with
management and BDO Seidman, LLP. In addition, the Audit Committee has discussed
with BDO Seidman, LLP the matters required to be discussed by Statement on
Auditing Standards No. 61, "Communications with Audit Committee," as currently
in effect. In addition, the Audit Committee has received the written disclosures
from BDO Seidman, LLP required by Independence Standards Board Standard No. 1,
"Independence Discussions with Audit Committees," and has discussed with the
independent accountants their independence. The Audit Committee has also
considered whether the provision of those services discussed above under the
caption "All Other Fees" by BDO Seidman, LLP is compatible with maintaining BDO
Seidman, LLP's independence.
The Board of Directors, in its business judgment, has determined that all
three members of the Audit Committee are "independent," as required by
applicable listing standards of Nasdaq. The members of the Audit Committee are
not professionally engaged in the practice of auditing or accounting and are not
experts in the fields of auditing or accounting, including in respect of auditor
independence. Members of the Audit Committee rely, without independent
verification, on the information provided to them and on the representations
made by management and BDO Seidman, LLP. Accordingly, the Audit Committee's
oversight does not provide an independent basis to determine that management has
followed appropriate accounting and financial reporting principles or maintained
appropriate internal controls and procedures designed to assure compliance with
accounting standards and applicable laws and regulations. Furthermore, the Audit
Committee's considerations and discussions referred to above do not assure that
the audit of the Company's financial statements has been carried out in
accordance with generally accepted auditing standards, that the financial
statements are presented in accordance with generally accepted accounting
principles or that the Company's auditors are "independent."
Based on the reports and discussions described in this report, and subject
to the limitations on the role and responsibilities of the Audit Committee
referred to above and in the Audit Committee Charter, the Audit Committee
recommended to the Board of Directors that the audited consolidated financial
statements of the Company be included in the Company's annual report on Form
10-K for the year ended December 31, 2000 for filing with the Securities and
Exchange Commission.
THE AUDIT COMMITTEE
Carl I. Gable (Chair)
James B. Miller, Jr.
Leonard G. Saulter
SHAREHOLDER PROPOSALS
Proposals of shareholders intended to be presented at the Company's 2002
annual meeting must be received by the Company no later than December 20, 2001,
in order to be eligible for inclusion in the Company's Proxy Statement and form
of Proxy for that meeting. In addition, in accordance with Article II, Section
9, of the Bylaws of the Company, proposals of shareholders intended to be
presented at the Company's 2002 annual meeting must be presented to the Board of
Directors by no later than 90 days prior to that meeting, with such deadline for
presentation of proposals estimated to be February 20, 2002.
19
22
OTHER MATTERS THAT MAY COME BEFORE THE MEETING
Management of the Company knows of no matters other than those stated above
that are to be brought before the meeting. However, if any other matter should
be properly presented for consideration and voting, it is the intention of the
persons named as proxies in the enclosed Proxy to vote the Proxy in accordance
with their judgment of what is in the best interest of the Company.
By order of the Board of Directors
/s/ RAYMOND S. WILLOCH
Raymond S. Willoch
Secretary
April 16, 2001
20
23
APPENDIX A
INTERFACE, INC.
AUDIT COMMITTEE CHARTER
(REV. OCTOBER 24, 2000)
I. PURPOSE
The primary function of the Audit Committee is to assist the Board of
Directors in fulfilling its financial and other oversight responsibilities by:
- Serving as an independent and objective party to review the Company's
financial statements, financial reporting process and internal control
system.
- Reviewing and evaluating the performance of the Company's outside
auditors and internal financial management.
- Providing an open avenue of communication among the Company's outside
auditors, management, including internal financial management, and the
Board.
The Audit Committee will further carry out its purpose by engaging in the
activities enumerated in Section IV of this Charter.
II. MEMBERSHIP REQUIREMENTS
Members of the Audit Committee shall meet the following qualifications, or
such other qualifications as may be imposed from time to time by the Board, by
law or by the listing requirements of any stock exchange or automated quotation
system upon which a security of the Company may be traded or quoted.
(A) Independence
The Audit Committee shall be comprised of three or more directors as
determined by the Board. Except as provided below, all members of the Audit
Committee shall be free of any relationship to the Company that may
interfere with the exercise of their independence from management and the
Company.
In addition to the general requirement of independence described
above, the following restrictions shall apply to the members of the Audit
Committee:
(1) Employees. A director who is an employee (including a
non-employee executive officer) of the Company or any of its affiliates
may not serve on the Audit Committee until three years after the
termination of such employment.
(2) Business Relationship. A director (a) who is a partner,
controlling stockholder, or executive officer of an organization that
has a business relationship with the Company, or (b) who has a direct
business relationship with the Company may serve on the Audit Committee
only if the Board determines in its business judgment that the
relationship does not interfere with the director's exercise of
independent judgment. In making a determination regarding the
independence of a director pursuant to this paragraph, the Board will
consider, among other things, the materiality of the relationship to the
Company, to the director, and, if applicable, to the organization with
which the director is affiliated.
A "business relationship" can include commercial, industrial,
banking, consulting, legal, accounting and other relationships. A
director can have this relationship directly with the Company, or the
director can be a partner, officer or employee of an organization that
has such a relationship. The director may serve on the Audit Committee
without the above-referenced Board determination if three years have
elapsed since the termination of, as applicable, either (x) the
relationship between the organization with which the director is
affiliated and the Company, (y) the relationship
A-1
24
between the director and his or her partnership status, stockholder
interest or executive officer position or (z) the direct business
relationship between the director and the Company.
(3) Cross Compensation Committee Link. A director who is employed
as an executive of another corporation where any of the Company's
executives serves on that corporation's compensation committee may not
serve on the Audit Committee.
(4) Immediate Family. A director who is a spouse, parent, child,
sibling, mother-in-law, father-in-law, brother-in-law, sister-in-law,
son-in-law, daughter-in-law or who shares the home of an individual who
is an executive officer of the Company or any of its affiliates cannot
serve on the Audit Committee until three years have elapsed after the
termination of such employment relationship.
Notwithstanding the preceding limitations, one director who is no
longer an employee or who is an immediate family member of a former
executive officer of the Company or its affiliates, but is not
considered independent pursuant to these provisions due to the
three-year restriction period, may be appointed, under exceptional and
limited circumstances, to the Audit Committee if the Board determines in
its business judgment that membership on the Audit Committee by the
individual is required by the best interests of the Company and its
stockholders. This exception shall not apply to persons disqualified for
any other reason described above.
(B) Financial Literacy
Each member of the Audit Committee shall be financially literate, or
must become financially literate within a reasonable period of time after
appointment to the Audit Committee; and at least one member of the Audit
Committee must have accounting or related financial management expertise.
(C) Election, Removal and Replacement
The members of the Audit Committee shall be elected by the Board.
Unless a Chair is elected by the full Board, the members of the Audit
Committee may designate a Chair.
In the event a director becomes disqualified from membership on the
Audit Committee, such director shall be removed by the Board as soon as
practicable from service on the Audit Committee. In the event the removal,
resignation, retirement, death or other termination of a director from
service on the Audit Committee results in the Audit Committee comprising
less than three members, the Board shall elect a new qualified director to
the Audit Committee as soon as practicable. If such election to the Audit
Committee requires the election by the shareholders of the Company or the
directors of a new director to the Board, the Company and the Board may
consult with any stock exchange or automated quotation system upon which a
security of the Company may be traded or quoted.
III. MEETINGS AND GOVERNANCE
The Audit Committee shall meet at least annually in connection with the
Company's annual audit, or more frequently as circumstances dictate. In
addition, the Audit Committee or its Chair shall meet to review the Company's
quarterly or other interim financial statements, when such prior review is
requested by management or the outside auditors. Such meetings may be held in or
out of the presence of the Company's management, outside auditors or both, as
appropriate. Other governance matters not addressed herein shall be governed by
the Company's articles of incorporation and bylaws.
IV. DUTIES, RESPONSIBILITIES AND ACTIVITIES
To fulfill its purpose, the Audit Committee has the following duties and
responsibilities and shall engage in the following activities:
(A) Review of Charter and Financial Statements and Reports
The Audit Committee shall review, in conjunction with the Company's
internal financial management and outside auditors, as appropriate, the
Company's annual financial statements and any certifica-
A-2
25
tion, report, opinion or review rendered by the outside auditors. Such
review shall include candid discussions of whether the outside auditors are
satisfied with the disclosure and content of the financial statements. Such
reviews shall occur prior to dissemination of the financial statements to a
third party or the public. In addition, the Audit Committee shall review
this Charter on an annual basis, or more frequently as circumstances
dictate. The Audit Committee shall have the authority, in its discretion,
as circumstances dictate and as deemed necessary or advisable from time to
time (including when requested by management or the outside auditors), to
review, and consult with internal financial management and outside auditors
regarding, any material internal or external financial reports and other
material financial information, including the Company's quarterly or other
interim financial statements.
(B) Relationship with Outside Auditors
The Audit Committee's and the Board's relationship with the Company's
outside auditors shall be governed by the following principles:
- The Company's outside auditor are ultimately accountable to the Audit
Committee and the Board.
- The Audit Committee and the Board are ultimately responsible for
selecting, evaluating and, where appropriate, replacing the Company's
outside auditors.
- The Audit Committee is responsible for ensuring receipt from the
outside auditors of a formal written statement delineating all
relationships between the outside auditors and the Company. The Audit
Committee is responsible for actively engaging in a dialogue with the
outside auditors with respect to any disclosed relationships or
services that may impact the objectivity an independence of the
outside auditors. The Audit Committee is further responsible for
taking, or recommending that the Board take, appropriate action in
response to the outside auditor's report to satisfy itself of the
outside auditor's independence.
(C) Relationship with Company and Internal Financial Management
The Audit Committee's and the Board's relationship with the Company's
management, including its internal financial management, shall be governed
by the following principles:
- The Audit Committee is responsible for reviewing with management and
the outside auditors the adequacy and effectiveness of the internal
accounting an financial controls of the Company.
- The Audit Committee is responsible for reviewing with management and
the outside auditors the quality and appropriateness of the Company's
accounting principles as applied in its financial reporting.
- The Audit Committee is responsible for considering and approving, if
appropriate major changes to the Company's financial and accounting
controls and auditing and accounting principles and practices,
including the audit scope and procedures, as recommended by the
outside auditors or management.
(D) Audit Committee Report
The Audit Committee shall prepare an Audit Committee Report annually
in connection with the Company's annual audit. The Report shall address
such matters as deemed appropriate by the Audit Committee, but shall state
whether the Audit Committee:
- Reviewed and discussed the Company's audited financial statements with
management.
- Discussed with the outside auditors such qualitative matters
concerning the Company's accounting principles as applied in its
financial reporting as are appropriate.
- Received from the outside auditors a formal written statement
delineating all relationships between the outside auditors and the
Company.
A-3
26
- Based on its discussions with management and the outside auditors,
recommends to the Board that the Company's audited financial
statements be included in the Company's public filings or other
publicly available reports.
The names of the members of the Audit Committee shall appear at the end
of the Report.
(E) Other Activities
The Audit Committee may perform such other activities, from time to
time, as the Board deems appropriate. Such activities may be assigned to
the Audit Committee because of the independence of its members or for any
other reason the Board deems appropriate.
V. LIMITATION
While the Audit Committee is responsible for the duties set forth in this
Charter, it is not responsible for either the preparation of the Company's
financial statements or the auditing of the financial statements. Management has
the responsibility for preparing the financial statements and implementing
internal controls, and the outside auditors have the responsibility for auditing
the financial statements and monitoring the effectiveness of the internal
controls. The review of the Company's financial statements by the Audit
Committee is not of the same quality as the audit performed by the outside
auditors. In carrying out its responsibilities under this Charter, the Audit
Committee will rely on discussions with management and the Company's outside
auditors.
A-4
27
(Interface Logo)
28
CLASS A COMMON STOCK
INTERFACE, INC.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS FOR THE
2001 ANNUAL MEETING OF SHAREHOLDERS
The undersigned hereby appoints Ray C. Anderson and J. Smith Lanier, II, or
either of them, with power of substitution to each, the proxies of the
undersigned to vote the Class A Common Stock of the undersigned at the Annual
Meeting of Shareholders of Interface, Inc. to be held on May 22, 2001, and any
adjournment thereof.
THE BOARD OF DIRECTORS FAVORS A VOTE " FOR" PROPOSALS 1 AND 2, AND, UNLESS
INSTRUCTIONS TO THE CONTRARY ARE INDICATED IN THE SPACE PROVIDED, THIS PROXY
WILL BE SO VOTED.
PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE
29
[X] PLEASE MARK VOTES
AS IN THIS EXAMPLE
THE BOARD OF DIRECTORS FAVORS
THE LISTED NOMINEES
CLASS A COMMON STOCK
INTERFACE, INC.
1. Election of Directors For All Withhold For All
Nominees Nominees Except
DIANNE DILLON-RIDGLEY;
JUNE M. HENTON;
CHRISTOPHER G. KENNEDY;
JAMES B. MILLER, JR.; AND
THOMAS R. OLIVER.
(INSTRUCTION: To withhold authority to [ ] [ ] [ ]
vote for any individual nominee, mark the
"For All Except" box and strike through the
name(s) of the nominees. Your shares will
be voted for the remaining nominee(s).)
RECORD DATE THE BOARD OF DIRECTORS FAVORS For Against Abstain
SHARES: A VOTE "FOR" PROPOSAL 2.
2. Proposal to approve amendment to the [ ] [ ] [ ]
Interface, Inc. Omnibus Stock Incentive
Plan to increase by 2,000,000 the number of
shares of Common Stock authorized for
issuance under such Plan.
3. In accordance with their best judgment,
with respect to any other matters that may
properly come before the meeting.
Please be sure to sign and Please sign and date this Proxy exactly as name appears.
date this Proxy.
Date:_____________________
NOTE: When signing as an attorney, trustee, administrator or guardian, please
your title as such. In the case of joint tenants, each joint owner must sign.
- -----------------------------------------------
Shareholder sign here Co-owner sign here
30
CLASS B COMMON STOCK
INTERFACE, INC.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS FOR THE
2001 ANNUAL MEETING OF SHAREHOLDERS
The undersigned hereby appoints Ray C. Anderson and J. Smith Lanier, II, or
either of them, with power of substitution to each, the proxies of the
undersigned to vote the Class B Common Stock of the undersigned at the Annual
Meeting of Shareholders of Interface, Inc. to be held on May 22, 2001, and any
adjournment thereof.
THE BOARD OF DIRECTORS FAVORS A VOTE "FOR" PROPOSALS 1 AND 2, AND, UNLESS
INSTRUCTIONS TO THE CONTRARY ARE INDICATED IN THE SPACE PROVIDED, THIS PROXY
WILL BE SO VOTED.
PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE
31
[X] PLEASE MARK VOTES
AS IN THIS EXAMPLE
THE BOARD OF DIRECTORS FAVORS
THE LISTED NOMINEES
CLASS B COMMON STOCK
INTERFACE, INC.
1. Election of Directors For All Withhold For All
Nominees Nominees Except
RAY C. ANDERSON;
CARL I. GABLE;
DANIEL T. HENDRIX;
J. SMITH LANIER, II;
LEONARD G. SAULTER; AND
CLARINUS C. TH. VAN ANDEL.
(INSTRUCTION: To withhold authority to [ ] [ ] [ ]
vote for any individual nominee, mark the
"For All Except" box and strike through the
name(s) of the nominees. Your shares will
be voted for the remaining nominee(s).)
RECORD DATE THE BOARD OF DIRECTORS FAVORS For Against Abstain
SHARES: A VOTE "FOR" PROPOSAL 2.
2. Proposal to approve amendment to the [ ] [ ] [ ]
Interface, Inc. Omnibus Stock Incentive
Plan to increase by 2,000,000 the number of
shares of Common Stock authorized for
issuance under such Plan.
3. In accordance with their best judgment,
with respect to any other matters that may
properly come before the meeting.
Please be sure to sign and Please sign and date this Proxy exactly as name appears.
date this Proxy.
Date:_____________________
NOTE: When signing as an attorney, trustee, administrator or guardian, please
your title as such. In the case of joint tenants, each joint owner must sign.
- -----------------------------------------------
Shareholder sign here Co-owner sign here