<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /X/
Filed by a party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
Sealed Air Corporation
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11
(1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
(5) Total fee paid:
------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
(3) Filing Party:
------------------------------------------------------------------------
(4) Date Filed:
------------------------------------------------------------------------
<PAGE>
[LOGO]
Sealed Air Corporation
Park 80 East/Saddle Brook, New Jersey 07663-5291
March 29, 2000
Dear Fellow Stockholder:
You are cordially invited to attend the Annual Meeting of the Stockholders
of Sealed Air Corporation scheduled to be held on Friday, May 19, 2000 at
10:00 a.m., local time, at the Saddle Brook Marriott, Garden State Parkway at
I-80, Saddle Brook, New Jersey 07663-5894. Your Board of Directors and senior
management look forward to greeting you personally at the meeting.
At this meeting, you will be asked to elect the entire Board of Directors of
the Company, to approve the Company's Performance-Based Compensation Program and
to ratify the selection of KPMG LLP as the Company's auditors for 2000. These
proposals are important, and we urge you to vote in favor of them.
Regardless of the number of shares of Common Stock or Preferred Stock you
own, it is important that they be represented and voted at the meeting. You may
vote your shares by signing, dating and mailing the enclosed proxy in the return
envelope provided. Stockholders of record also have the options of voting by
telephone or via the Internet. Instructions for voting by telephone and via the
Internet are set forth in the attached Proxy Statement and on your proxy card.
Your prompt cooperation is appreciated.
On behalf of your Board of Directors, we thank you for your continued
support.
Sincerely,
/s/ T. J. Dermot Dunphy
T. J. DERMOT DUNPHY
Chairman of the Board
/s/ William V. Hickey
WILLIAM V. HICKEY
President and
Chief Executive Officer
<PAGE>
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
MAY 19, 2000
--------------
The Annual Meeting of Stockholders of Sealed Air Corporation, a Delaware
corporation (the "Company"), will be held on May 19, 2000 at 10:00 a.m., local
time, at the Saddle Brook Marriott, Garden State Parkway at I-80, Saddle Brook,
New Jersey 07663-5894, for the following purposes:
1. To elect the entire Board of Directors of the Company;
2. To consider and act upon a proposal to approve the Performance-Based
Compensation Program of Sealed Air Corporation;
3. To ratify the appointment of KPMG LLP as the independent auditors of the
Company for the fiscal year ending December 31, 2000; and
4. To transact such other business as may properly come before the meeting
or any adjournments thereof.
The Board of Directors has fixed the close of business on March 22, 2000 as
the record date for the determination of stockholders entitled to notice of and
to vote at the Annual Meeting.
A copy of the Company's 1999 Annual Report to Stockholders has been sent or
made available to all stockholders of record. Additional copies are available
upon request.
The Company invites you to attend the meeting so that management can review
the past year with you, listen to your suggestions, and answer any questions you
may have. In any event, because it is important that as many stockholders as
possible be represented at the meeting, please review the attached Proxy
Statement promptly and then complete and return the enclosed proxy in the
accompanying post-paid, addressed envelope, or vote by telephone or via the
Internet by following the instructions for voting set forth in the attached
Proxy Statement and on your proxy card. If you attend the meeting, you may vote
your shares personally even though you have previously voted by mail, telephone
or via the Internet.
The voting securities of the Company are the outstanding shares of its
common stock, par value $0.10 per share, and its Series A convertible preferred
stock, par value $0.10 per share. A list of the stockholders of record will be
kept at the Company's principal office at Park 80 East, Saddle Brook, New Jersey
07663-5291 for a period of ten days prior to the Annual Meeting.
By Order of the Board of Directors
H. KATHERINE WHITE
SECRETARY
Saddle Brook, New Jersey
March 29, 2000
<PAGE>
CONTENTS
<TABLE>
<CAPTION>
PAGE
--------
<S> <C>
General Information......................................... 1
Voting Procedures........................................... 1
The Merger and Related Transactions......................... 3
Voting Securities........................................... 4
Section 16(a) Beneficial Ownership Reporting Compliance..... 7
Election of Directors....................................... 7
Information Concerning Nominees........................... 7
Meetings and Committees of the Board of Directors........... 9
Compensation Committee Interlocks and Insider
Participation........................................... 9
Directors' Compensation..................................... 10
Executive Compensation...................................... 11
Summary Compensation Table................................ 11
Report of the Company's Organization and Compensation
Committee on Executive Compensation..................... 12
Common Stock Performance Comparisons........................ 18
Performance-Based Compensation Program...................... 18
Selection of Auditors....................................... 20
Change of Auditors in 1998................................ 20
Stockholder Proposals for the 2001 Annual Meeting........... 21
Other Matters............................................... 22
Annex A -- Performance-Based Compensation Program........... A-1
</TABLE>
<PAGE>
SEALED AIR CORPORATION
PARK 80 EAST
SADDLE BROOK, NEW JERSEY 07663-5291
------------------------
PROXY STATEMENT
DATED MARCH 29, 2000
------------------------
FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 19, 2000
------------------------
GENERAL INFORMATION
This Proxy Statement is being furnished to the holders of the Common Stock
and Preferred Stock (as defined below) of Sealed Air Corporation (the
"Company"), a Delaware corporation, in connection with the solicitation of
proxies for use at the Annual Meeting of Stockholders (the "Annual Meeting") to
be held at the Saddle Brook Marriott, Garden State Parkway at I-80, Saddle
Brook, New Jersey 07663-5894 at 10:00 a.m., local time, on May 19, 2000, and at
any adjournments thereof. The enclosed proxy is being solicited by the Board of
Directors of the Company. This Proxy Statement and the enclosed proxy are first
being mailed to stockholders and being made available electronically via the
Internet on or about March 29, 2000.
VOTING PROCEDURES
Your vote is very important. Stockholders of record may vote by telephone,
via the Internet or by mail. A toll-free telephone number and web site address
are included on the proxy card. If you chose to vote by mail, a postage-paid
envelope is provided. You may save the Company the expense of a second mailing
if you vote promptly.
VOTING BY TELEPHONE
Stockholders of record may vote by using the toll-free number listed on the
proxy card. Telephone voting is available 24 hours a day. Easy-to-follow voice
prompts allow you to vote your shares and confirm that your instructions have
been properly recorded. Our telephone voting procedures are designed to
authenticate stockholders by using individual control numbers provided on each
proxy card. If you vote by telephone, you do not need to return your proxy card.
Please see the proxy card for specific instructions.
VOTING VIA THE INTERNET
Stockholders of record may also vote via the Internet as instructed on the
proxy card. Internet voting is available 24 hours a day. As with telephone
voting, you will be given the opportunity to confirm that your instructions have
been properly recorded. Our Internet voting procedures are designed to
authenticate stockholders by using individual control numbers provided on each
proxy card. If you vote via the Internet, you do not need to return your proxy
card. Please see the proxy card for specific instructions.
VOTING BY MAIL
If you chose to vote by mail, simply mark your proxy card, sign and date it,
and return it in the postage-paid envelope provided. If you sign, date and mail
your proxy card without indicating how you want to vote, your proxy will be
voted as recommended by the Board of Directors.
IF YOU WISH TO REVOKE YOUR PROXY
Whether you vote by telephone, via the Internet or by mail, you may later
revoke your proxy at any time before it is exercised by: (i) submitting a
properly signed proxy with a later date; (ii) voting by telephone or via the
Internet at a later time; or (iii) voting in person at the Annual Meeting.
<PAGE>
VOTING AT THE ANNUAL MEETING
The method by which you vote will not limit your right to vote at the Annual
Meeting if you decide to attend in person. Any stockholder of record may vote in
person at the Annual Meeting whether or not he or she has previously returned a
proxy card or voted by telephone or via the Internet. If your shares are held in
the name of a bank, broker, or other holder of record, you must obtain a written
proxy, executed in your favor, from the holder of record to be able to vote at
the meeting. If you hold shares in the Company's Profit-Sharing Plan or the
Company's Thrift and Tax-Deferred Savings Plan, you cannot vote those shares in
person at the Annual Meeting (see "Voting by Plan Participants" below).
All shares that have been properly voted, whether by telephone, Internet or
mail, and not revoked, will be treated as being present for the purpose of
determining the presence of a quorum at the Annual Meeting and will be voted at
the Annual Meeting.
VOTING ON OTHER MATTERS
If any other matters are properly presented for consideration at the Annual
Meeting, the persons named in the proxy will have the discretion to vote on
those matters for you. The Company does not know of any other matters to be
presented for consideration at the Annual Meeting.
VOTING POLICIES
Regardless of whether you vote by telephone, via the Internet or by mail, if
you specify the manner in which your shares are to be voted on a matter, the
shares represented by your proxy will be voted in accordance with your
specification. If you do not make such a voting specification, your shares will
be voted in the manner recommended by the Board of Directors as shown in this
Proxy Statement and on the proxy.
Under the rules of the New York Stock Exchange, Inc., brokers who hold
shares in street name for customers have the authority to vote on certain items
when they have not received instructions from their customers who are the
beneficial owners of such shares. The Company understands that, unless
instructed to the contrary by the beneficial owners of shares held in street
name, brokers may exercise such authority to vote on the election of directors,
the approval of the Performance-Based Compensation Plan and the ratification of
the appointment of the Company's auditors. Proxies returned by mail, telephone
or Internet that are voted to abstain (including any proxies containing broker
non-votes) on any matter to be acted upon by the stockholders will be treated as
present at the meeting for the purpose of determining a quorum. Abstentions, but
not broker non-votes, will be counted as votes cast on such matters.
VOTING BY PLAN PARTICIPANTS
For each participant in the Company's Profit-Sharing Plan, the proxy also
serves as a voting instruction card permitting the participant to provide voting
instructions to Fidelity Management Trust Company ("Fidelity"), trustee for the
Profit-Sharing Plan, for the shares of Common Stock allocated to his or her
account in such Plan. For each participant in the Company's Thrift and
Tax-Deferred Savings Plan, the proxy also serves as a voting instruction card
permitting the participant to provide voting instructions to Fidelity, trustee
for the Thrift and Tax-Deferred Savings Plan, for the shares of Common Stock and
Preferred Stock allocated to his or her account in such Plan. Telephone and
Internet voting are also available to Plan participants. Fidelity will vote such
allocated shares in each Plan as directed by each participant who provides
voting instructions to it on or before May 15, 2000. The terms of each such Plan
provide that shares allocated to the accounts of participants who do not provide
timely voting instructions will be voted by Fidelity in the same proportion as
shares are voted on behalf of participants who provide timely voting
instructions.
2
<PAGE>
THE MERGER AND RELATED TRANSACTIONS
On March 31, 1998, the Company completed a series of transactions, starting
with the separation of its Cryovac packaging business ("Cryovac") from its
specialty chemicals business. The specialty chemicals business then was spun off
to the Company's stockholders at that time, and that business became a separate
publicly owned corporation called W. R. Grace & Co. The Company then
recapitalized its then-outstanding shares of common stock ("Pre-Merger Common
Stock") into the Common Stock and Preferred Stock (as defined below). The final
step was the merger of Sealed Air Corporation (US), then known as Sealed Air
Corporation ("Sealed Air"), with a subsidiary of the Company. As a result of
these transactions (collectively referred to as the "Merger"), the Company now
operates the businesses of Sealed Air and Cryovac and is managed primarily by
the former management of Sealed Air.
3
<PAGE>
VOTING SECURITIES
The voting securities of the Company are the outstanding shares of its
common stock, par value $0.10 per share ("Common Stock"), and its Series A
convertible preferred stock, par value $0.10 per share ("Preferred Stock"). As
of the close of business on March 22, 2000, 83,821,232 shares of Common Stock
were issued and outstanding, each of which is entitled to one vote at the Annual
Meeting. As of the close of business on March 22, 2000, 34,376,183 shares of
Preferred Stock were issued and outstanding, each of which is entitled to 0.885
votes at the Annual Meeting, with the Preferred Stock being entitled to an
aggregate of 30,422,922 votes at the Annual Meeting. Only holders of record of
Common Stock and Preferred Stock at the close of business on March 22, 2000 will
be entitled to notice of and to vote at the Annual Meeting.
A majority in voting power of the outstanding shares of Common Stock and
Preferred Stock present in person or represented by proxy will constitute a
quorum for the transaction of business at the Annual Meeting. The directors are
elected by a plurality of the votes cast in the election, and the approval of
the Performance-Based Compensation Plan and ratification of the appointment of
auditors and any other matters to be considered at the Annual Meeting must be
approved by the affirmative vote of the holders of a majority of the combined
voting power of the shares of Common Stock and Preferred Stock present in person
or represented by proxy at the Annual Meeting.
The following table sets forth, as of the date indicated in the applicable
Schedule 13G with respect to each person identified as having filed a
Schedule 13G and as of March 15, 2000 with respect to each current director,
nominee for election as a director and current executive officer, the number of
outstanding shares of Common Stock and Preferred Stock and percentage of such
class as of March 15, 2000 (i) beneficially owned by each person known to the
Company to be the beneficial owner of more than five percent of the then
outstanding shares of each such class, (ii) beneficially owned, directly or
indirectly, by each current director, nominee for election as a director and by
each of the current executive officers of the Company named in the Summary
Compensation Table set forth below, and (iii) beneficially owned, directly or
indirectly, by all directors and executive officers of the Company as a group.
<TABLE>
<CAPTION>
SHARES OF PERCENTAGE
CLASS OF OUTSTANDING
BENEFICIAL OWNER BENEFICIALLY OWNED SHARES IN CLASS
- ---------------- --------------------------- ---------------
<S> <C> <C> <C>
COMMON STOCK:
Putnam Investments, Inc.(1)............................ 9,008,808 10.7
One Post Office Square
Boston, Massachusetts 02109
Tiger Management L.L.C. and Tiger Performance
L.L.C.(2)............................................ 6,130,470 7.3
101 Park Avenue
New York, New York 10178
Hank Brown............................................. 6,589 (5) *
Leonard R. Byrne....................................... 32,713 (5)(7)(8)(9) *
John K. Castle......................................... 21,336 *
Christopher Cheng...................................... 2,876 (5)(6) *
Lawrence R. Codey...................................... 18,400 (6) *
Bruce A. Cruikshank.................................... 167,502 (6)(8) *
T. J. Dermot Dunphy.................................... 1,122,705 (5)(6)(8) 1.3
Charles F. Farrell, Jr................................. 21,800 (6) *
David Freeman.......................................... 8,000 *
William V. Hickey...................................... 347,467 (5)(8) *
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
SHARES OF PERCENTAGE
CLASS OF OUTSTANDING
BENEFICIAL OWNER BENEFICIALLY OWNED SHARES IN CLASS
- ---------------- --------------------------- ---------------
<S> <C> <C> <C>
Shirley A. Jackson..................................... 3,000 *
Virginia A. Kamsky..................................... 5,837 (5) *
Alan H. Miller......................................... 508,080 (6) *
Robert A. Pesci........................................ 72,903 (8) *
John E. Phipps......................................... 38,477 (5)(6) *
All directors and executive officers as a group
(31 persons)......................................... 3,052,601 (5)(7)(8) 3.6
(9)(10)
SERIES A CONVERTIBLE PREFERRED STOCK:
FMR Corp.(3)........................................... 2,507,606 7.3
82 Devonshire Street
Boston, Massachusetts 02109-3614
Lincoln Capital Management Company(4).................. 3,127,170 9.1
200 South Wacker Drive, Suite 2100
Chicago, Illinois 60606
Hank Brown............................................. 3,762 *
Leonard R. Byrne....................................... 14 (9) *
Christopher Cheng...................................... 236 (11) *
T. J. Dermot Dunphy.................................... 4,000 *
William V. Hickey...................................... 136 *
Virginia A. Kamsky..................................... 1,596 *
John E. Phipps......................................... 15,931 (11) *
All directors and executive officers as a group
(31 persons)......................................... 25,927 (9) *
</TABLE>
- ------------------------
* Less than 1%.
(1) The ownership information set forth in the table is based on information
contained in an amendment to Schedule 13G dated March 7, 2000 filed with the
Securities and Exchange Commission (the "SEC") by Putnam Investments, Inc.,
on behalf of itself and Marsh & McLennan Companies, Inc., Putnam Investment
Management, Inc. and The Putnam Advisory, Inc. (collectively, "Putnam") with
respect to the ownership of shares of Common Stock which indicated that
Putnam had shared voting power as to 1,167,145 shares and shared dispositive
power as to 9,008,808 shares of Common Stock.
(2) The ownership information set forth in the table is based on information
contained in Amendment No. 4 to Schedule 13G dated February 14, 2000 filed
with the SEC by Tiger Management L.L.C., Tiger Performance L.L.C. and Julian
H. Robertson, Jr. (collectively, "Tiger") with respect to the ownership of
shares of Common Stock which indicated that Tiger had shared voting power
and shared dispositive power as to 6,130,470 shares of Common Stock.
(3) The ownership information set forth in the table is based on information
contained in Amendment No. 3 to Schedule 13G dated February 14, 2000 filed
with the SEC by FMR Corp. ("FMR"), which indicated that FMR beneficially
owned 2,507,606 shares of Preferred Stock.
(4) The ownership information set forth in the table is based on information
contained in a Schedule 13G dated January 24, 2000 filed with the SEC by
Lincoln Capital Management Company ("Lincoln") with respect to the ownership
of shares of Preferred Stock, which indicated that Lincoln had sole voting
power as to 1,271,970 shares of Preferred Stock and sole dispositive power
as to 3,127,170 shares of Preferred Stock.
5
<PAGE>
(5) The number of shares of Common Stock listed for Ms. Kamsky, for
Messrs. Brown, Byrne, Cheng, Dunphy, Hickey, and Phipps and for all
directors and executive officers as a group includes the right to acquire
1,412, 3,329, 12, 209, 3,540, 120, 14,099 and 22,944 shares of Common Stock,
respectively, upon conversion of shares of Preferred Stock.
(6) The number of shares of Common Stock held by Messrs. Cheng and Phipps
includes 75 and 2,237 shares, respectively, held by trusts of which they are
beneficiaries. The number of shares of Common Stock held by Mr. Dunphy
includes 83,200 shares held by him as custodian for certain of his children
and 19,250 shares held by a charitable foundation for which he shares voting
and investment power. The number of shares of Common Stock held by
Mr. Farrell includes 11,200 shares held in a revocable retirement trust of
which he is the trustee and sole beneficiary. The number of shares of Common
Stock held by Mr. Phipps includes 9,352 shares held by trusts over which he
shares voting and investment power, and 4,824 shares held in trust for his
wife. The number of shares of Common Stock listed for Mr. Codey includes 200
shares held by his daughter, for which he disclaims beneficial ownership.
The number of shares of Common Stock listed for Mr. Cruikshank includes
62,800 shares held by his wife. The number of shares of Common Stock listed
for Mr. Miller includes 3,900 shares held by his wife, for which he has not
made an admission of beneficial ownership.
(7) The number of shares of Common Stock listed for all directors and executive
officers as a group includes the right to acquire 13,000 shares under the
Company's Contingent Stock Plan. The number of shares of Common Stock listed
for Mr. Byrne and all directors and executive officers as a group includes
the right to acquire 6,633 and 58,987 shares, respectively, upon exercise of
options granted by the Company prior to the Merger.
(8) This figure includes approximately 292, 20,702, 67,665, 13,594, 24,503 and
226,653 shares of Common Stock held in the Company's Profit-Sharing Plan
trust fund with respect to which Messrs. Byrne, Cruikshank, Dunphy, Hickey,
Pesci and the executive officers of the Company who participate in such Plan
as a group, respectively, who may, by virtue of their participation in such
Plan, be deemed to be beneficial owners. As of March 15, 2000, approximately
2,426,069 shares of Common Stock were held in the trust fund under such
Plan, constituting approximately 3% of the outstanding shares of Common
Stock.
(9) The number of shares of Common Stock listed for Mr. Byrne, and for all
directors and executive officers as a group, respectively, includes
approximately 26 and 1,802 shares, respectively, held in the trust fund for
the Company's Thrift and Tax-Deferred Savings Plan. The number of shares of
Preferred Stock listed for Mr. Byrne, and for all directors and executive
officers as a group, respectively, includes approximately 14 and 266 shares
of Preferred Stock, respectively, held in the trust fund for the Company's
Thrift and Tax-Deferred Savings Plan. As of March 15, 2000, approximately
566,214 shares of Common Stock and approximately 342,329 shares of Preferred
Stock were held in the trust fund for such Plan, constituting approximately
0.7% and 1%, respectively, of the outstanding shares of such classes.
(10) This figure includes, without duplication, all of the outstanding shares of
Common Stock referred to in notes 5 through 9 above as well as 12,000 shares
for which voting and investment power is shared by executive officers of the
Company and 14,797 shares held by or for family members of executive
officers of the Company who are not named in the above table.
(11) The number of shares of Preferred Stock held by Messrs. Cheng and Phipps
includes 66 and 1,982 shares of Preferred Stock, respectively, held by
trusts of which they are beneficiaries. The number of shares of Preferred
Stock held by Mr. Phipps includes 8,288 shares of Preferred Stock held by
trusts over which he shares voting and investment power, and 4,275 shares
held in trust for his wife.
6
<PAGE>
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Securities Exchange Act"), requires the Company's executive officers and
directors and any persons owning ten percent or more of the Company's Common or
Preferred Stock to file reports with the Securities and Exchange Commission to
report their beneficial ownership of and transactions in the Company's
securities and to furnish the Company with copies of such reports. Based upon a
review of such reports filed with the Company, along with written
representations from certain executive officers and directors that no such
reports were required during 1999, the Company believes that all such reports
were timely filed during 1999 except that Dr. Jackson reported late an
open-market sale on her behalf of 1,000 shares of Common Stock during
October 1999.
ELECTION OF DIRECTORS
At the 1999 Annual Meeting, the stockholders of the Company, by a
supermajority vote, approved the removal of the provisions of the Company's
Certificate of Incorporation (the "Charter") which previously had divided the
Board of Directors into three classes serving staggered three-year terms. To
provide for an orderly transition, the directors then in office were entitled to
remain in office until the end of their then respective terms. In view of the
overwhelming support for the Charter amendments by the stockholders who voted at
the 1999 Annual Meeting, each of the directors with a term scheduled to expire
after the 2000 Annual Meeting has voluntarily agreed to resign from such
extended term effective at the 2000 Annual Meeting. Also, Christopher Cheng, who
has served as a director since 1997, and David Freeman, who has served as a
director since 1993, have decided to retire from the Board of Directors
effective as of the 2000 Annual Meeting, at which time the number of directors
will be reduced to ten. The Company wishes to express its appreciation to
Messrs. Cheng and Freeman for their dedicated service to the Company.
At the Annual Meeting, the stockholders of the Company will elect the whole
Board of Directors to serve for the ensuing year and until their successors are
elected and qualified. The Board of Directors has designated as nominees for
election the ten persons named below, all of whom currently serve as directors
of the Company.
Shares of Common Stock or Preferred Stock represented by a duly executed
proxy that is received by the Company will be voted in favor of the election as
directors of the nominees named below unless otherwise specified in the proxy.
If any nominee becomes unavailable for any reason or if a vacancy should occur
before the election (which events are not anticipated), the shares represented
by a duly executed proxy may be voted in favor of such other person as may be
determined by the holders of such proxies.
INFORMATION CONCERNING NOMINEES
The information appearing in the following table sets forth for each nominee
as a director his or her business experience for the past five years, the year
in which he or she first became a director of the Company or of Sealed Air (as
indicated in footnotes to the table), and his or her age as of March 15, 2000.
<TABLE>
<CAPTION>
DIRECTOR
NAME BUSINESS EXPERIENCE SINCE AGE
- ---- ------------------- -------- --------
<S> <C> <C> <C>
Hank Brown(2).................. President of the University of Northern Colorado 1997 60
since July 1998. Formerly Director of the Center for
Public Policy at the University of Denver from
January 1997 until July 1998 and a United States
Senator from 1991 until January 1997. Director of US
West.
</TABLE>
7
<PAGE>
<TABLE>
<CAPTION>
DIRECTOR
NAME BUSINESS EXPERIENCE SINCE AGE
- ---- ------------------- -------- --------
<S> <C> <C> <C>
John K. Castle(1).............. Chairman and Chief Executive Officer of Castle 1971 59
Harlan, Inc., a merchant banking firm, and of
Branford Castle, Inc., a holding company. Director
of Commemorative Brands, Inc., Morton's Restaurant
Group, Inc., Statia Terminals International, N.V.
and Universal Compression, Inc.
Lawrence R. Codey(1)........... Former President of Public Service Electric and Gas 1993 55
Company, a public utility, until his retirement in
February 2000. Director of Public Service Enterprise
Group Incorporated, The Trust Company of New Jersey
and United Water Resources, Inc.
T. J. Dermot Dunphy(1)......... Chairman of the Board of the Company. Until his 1969 67
retirement in February 2000, Chief Executive Officer
of the Company since 1998 and of Sealed Air
previously since 1971. Director of Public Service
Enterprise Group Incorporated, Summit Bancorp and
Summit Bank.
Charles F. Farrell, Jr.(1)..... President of Crystal Creek Associates, LLC, an 1971 69
investment management and business consulting firm.
William V. Hickey(2)........... President and Chief Executive Officer of the Company 1999 55
since March 2000. Previously served as President and
Chief Operating Officer of the Company, as President
and Chief Operating Officer of Sealed Air and as
Executive Vice President of Sealed Air. Director of
Universal Foods Corporation.
Shirley Ann Jackson(2)......... President of Rensselaer Polytechnic Institute since 1999 53
July 1999. Formerly Chairman of the U.S. Nuclear
Regulatory Commission ("NRC") from July 1995 until
July 1999, and Commissioner of the NRC from May 1995
to July 1995. Professor of Physics at Rutgers
University from July 1991 until May 1995. Director
of FedEx Corporation and UtiliCorp United Inc.
Virginia A. Kamsky(2).......... Founder, Chairman and Chief Executive Officer of 1990 46
Kamsky Associates Inc., an advisory, consultancy and
investment firm specializing in The People's
Republic of China. Director of Shorewood Packaging
Corporation.
Alan H. Miller(1).............. Private investor. Until his retirement in December 1984 66
1994, President and Chief Executive Officer of
Laird, Inc., a manufacturer of specialty folding
cartons and special commercial printing and a
distributor of rigid plastics. Director of The Laird
Group PLC (listed on the London Stock Exchange).
John E. Phipps(2).............. Private investor. General partner of Phipps Ventures 1975 67
and director of Bessemer Group, Bessemer Securities
Corporation, Bessemer Trust Company, Bessemer Trust
Company of Florida and Bessemer Trust Company, N.A.
</TABLE>
- ------------------------
(1) Director of Sealed Air since the year indicated; became a director of the
Company in 1998.
(2) Director of the Company since the year indicated. Dr. Jackson also served as
a director of Sealed Air from May 1992 until May 1995.
8
<PAGE>
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
The Company's Board of Directors maintains an Audit Committee (the "Audit
Committee") and an Organization and Compensation Committee (the "Organization
and Compensation Committee"). The members of such committees are directors who
are neither officers nor employees of the Company. The Board of Directors has
not established a nominating committee.
The principal responsibility of the Audit Committee is to assist the Board
of Directors in fulfilling its obligations to the stockholders, potential
stockholders and the investment community relating to corporate accounting, the
reporting practices of the Company and the quality and integrity of the
financial reports of the Company. The Audit Committee performs its
responsibility by, among other things, making a recommendation to the Board of
Directors on the selection of independent auditors to be proposed for
stockholder ratification and conferring with the independent auditors and the
Company's financial management on the Company's audited annual financial
statements, the scope of and procedures for audits and the Company's accounting
and financial controls. The current members of the Audit Committee are
Dr. Jackson and Messrs. Brown (Chairman), Cheng, Codey and Farrell. The Audit
Committee held four meetings in 1999 (excluding actions by unanimous written
consent).
The principal responsibilities of the Organization and Compensation
Committee are to determine the compensation of the officers of the Company and
of the other employees of the Company or any of its subsidiaries with a base
annual salary of $150,000 or more, to administer the Company's Contingent Stock
Plan and option plans and to authorize the issuance of shares of the Company's
Common Stock under the Contingent Stock Plan, to perform the duties and
responsibilities of the Board of Directors under the Company's Profit-Sharing
Plan (except the authority to determine the amount of the Company's annual
contribution to such Plan) and the other tax-qualified retirement plans
sponsored by the Company, and to consider and advise the Board of Directors from
time to time with respect to the organization and structure of the management of
the Company. The members of the Organization and Compensation Committee are
Ms. Kamsky and Messrs. Castle, Freeman, Miller (Chairman), and Phipps. The
Organization and Compensation Committee held six meetings in 1999 (excluding
actions by unanimous written consent).
During 1999 the Board of Directors of the Company held seven meetings
(excluding actions by unanimous written consent). Each current member of the
Board of Directors of the Company attended at least 75 percent of the aggregate
number of meetings of the Board of Directors of the Company and of the
committees of such Board on which he or she served during 1999, with the
exception of Mr. Phipps, who attended 69 percent of such meetings.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
None of the members of the Organization and Compensation Committee has been
an officer or employee of the Company or any of its subsidiaries. Until the end
of 1983, Mr. Miller was the President of Cellu-Products Company, a corporation
that Sealed Air acquired in October 1983.
Mr. Dunphy is a member of the Organization and Compensation Committee of the
Board of Directors of Public Service Enterprise Group Incorporated, the parent
company of Public Service Electric and Gas Company. Such committee administers
the compensation program for executive officers of Public Service Electric and
Gas Company. Mr. Codey was the President of Public Service Electric and Gas
Company until his retirement in February 2000.
9
<PAGE>
DIRECTORS' COMPENSATION
Each member of the Board of Directors who is neither an officer nor an
employee of the Company (each a "Non-Employee Director") and who is elected or
continues in office at each annual meeting of stockholders receives an annual
retainer fee for serving as a director. Such retainers are paid in the form of
annual grants of 1,200 shares of the Company's Common Stock to each eligible
director under the Restricted Stock Plan for Non-Employee Directors (the
"Directors Stock Plan"). The Directors Stock Plan also provides for interim
grants of common stock, on a pro-rata basis, to any Non-Employee Director who is
elected at any time other than an annual meeting. During 1999, Dr. Jackson
received an interim grant of 1,000 shares of Common Stock, and all other
directors except Messrs. Dunphy and Hickey received annual grants of 1,200
shares of Common Stock, with all shares issued for a purchase price of $1.00 per
share.
Shares of Common Stock issued under the Directors Stock Plan may not be
sold, transferred or encumbered while the director serves on the Board of
Directors, except that Non-Employee Directors may make gifts of shares issued
under the Directors Stock Plan to certain family members or to trusts or other
forms of indirect ownership so long as the Non-Employee Director would be deemed
a beneficial owner of the shares with a direct or indirect pecuniary interest in
the shares and would retain voting and investment control over the shares while
the Non-Employee Director remains a director of the Company. During this period,
the director is entitled to receive any dividends or other distributions in
respect of such shares and has voting rights in respect of such shares. The
restrictions on the disposition of shares issued pursuant to the Directors Stock
Plan terminate upon the occurrence of any of certain events related to a change
of control of the Company that are specified in the Directors Stock Plan.
In addition, each member of the Audit Committee and the Organization and
Compensation Committee receives a retainer fee of $2,000 per year for serving as
a member of such committee. The chairman of each such committee receives an
additional retainer fee of $2,000 per year for serving as such. Each
non-employee director also receives a fee of $1,000 for each Board or committee
meeting attended. These fees are paid in cash in quarterly installments.
Effective March 1, 2000, the Chairman of the Board receives cash fees of $20,000
per month for such service, which are in lieu of all other cash fees paid to
non-employee directors. All directors are entitled to reimbursement for expenses
incurred in attending Board or committee meetings.
10
<PAGE>
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION (1) LONG-TERM COMPENSATION
------------------------------------------- ------------------------------------
AWARDS PAYOUTS
----------------------- ----------
NO. OF
SHARES
OTHER CONTINGENT UNDERLYING ALL OTHER
NAME AND ANNUAL STOCK OPTIONS LTIP COMPENSATION
PRINCIPAL POSITION* YEAR SALARY BONUS COMPENSATION AWARDS(2) GRANTED(3) PAYOUTS(4) (5)
- ----------------------------- ---- --------- -------- ------------- ---------- ---------- ---------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
T. J. Dermot Dunphy(6)....... 1999 $ 480,000 $480,000 $3,600 $ 28,700
Chairman of the Board and 1998 450,000 0 3,600 $5,150,000 27,100
former Chief Executive 1997 360,000 390,000 3,600 2,733,750 30,250
Officer**
William V. Hickey............ 1999 325,000 325,000 3,600 1,610,625 22,300
President and Chief 1998 306,250 0 3,600 2,575,000 20,700
Executive Officer 1997 250,000 225,000 3,600 1,366,875 23,850
Leonard R. Byrne............. 1999 261,500 125,000 1,800 729,000 34,208
Senior Vice President 1998 214,500 178,300 740,313 $498,259 37,987
1997 205,833 80,000 5,966 298,856 9,128
Bruce A. Cruikshank.......... 1999 218,333 85,000 3,600 22,100
Senior Vice President 1998 204,167 85,000 3,600 643,750 20,500
1997 171,400 80,000 3,600 23,650
Robert A. Pesci.............. 1999 218,333 90,000 3,600 19,114
Senior Vice President 1998 204,167 82,000 3,600 643,750 20,100
1997 171,400 75,000 3,600 23,250
</TABLE>
- ------------------------------
* Before the Merger, Messrs. Dunphy, Hickey, Cruikshank and Pesci were
executive officers of Sealed Air, and Mr. Byrne was an executive of Cryovac.
** Mr. Dunphy retired as Chief Executive Officer at the end of February 2000.
(1) Annual compensation includes compensation paid by Sealed Air or the Company,
as the case may be, for 1997 and the first quarter of 1998 and by the
Company from March 31, 1998 through the end of 1999. Perquisites, other
personal benefits, securities and property paid or accrued during each year
not otherwise reported did not exceed for any named executive officer the
lesser of $50,000 or 10% of the annual compensation reported in the Summary
Compensation Table for that individual.
(2) Represents the fair market value on the date of an award of Common Stock
made under the Company's Contingent Stock Plan (for shares awarded in 1998
and 1999) or under Sealed Air's contingent stock plan (for shares awarded in
1997) after deducting the purchase price of the shares covered by such
award. The total number of unvested shares held by each of the named
executive officers as of December 31, 1999 is set forth in the following
table, and the fair market values of such unvested shares as of such date
are as follows: Mr. Dunphy--$7,253,750, Mr. Hickey--$6,632,000,
Mr. Byrne--$1,295,313, Mr. Cruikshank--$518,125, and Mr. Pesci--$518,125. As
of such date, such awards, all of which were granted with an original
vesting period of three years, which has been extended in certain cases,
vest as follows:
<TABLE>
<CAPTION>
2000 2001 2002
-------- -------- --------
<S> <C> <C> <C>
T. J. Dermot Dunphy......................................... 60,000 80,000 0
William V. Hickey........................................... 58,000 40,000 30,000
Leonard R. Byrne............................................ 0 11,500 13,500
Bruce A. Cruikshank......................................... 0 10,000 0
Robert A. Pesci............................................. 0 10,000 0
</TABLE>
During the vesting period, recipients of awards are entitled to receive
any dividends or other distributions with respect to the unvested
shares they hold.
(3) The amount shown in this column is expressed in shares of the Company's
Common Stock and reflects adjustments in the number of shares covered and
the exercise price due to the Merger (see "Stock Options").
11
<PAGE>
(4) The amounts in this column represent awards under the Company's Long-Term
Incentive Program (see "LTIP"), which the Company discontinued at the time
of the Merger.
(5) The amounts in this column for 1999 include, for each of the named executive
officers, company contributions to Sealed Air's Profit-Sharing Plan in the
amount of $14,400 per person and Company matching contributions under Sealed
Air's Thrift and Tax-Deferred Savings Plan in the amount of $4,800 for
Messrs. Dunphy, Hickey and Cruikshank, $3,351 for Mr. Byrne and $3,000 for
Mr. Pesci. In addition, for Messrs. Dunphy, Hickey, Cruikshank, and Pesci
the 1999 amounts include premiums paid by the Company for supplemental
universal life insurance policies owned by such persons, as follows:
Mr. Dunphy: $9,500, Mr. Hickey: $3,100, Mr. Cruikshank: $2,900, and
Mr. Pesci: $1,714. For Mr. Byrne, the amount includes $16,457 representing
above-market earnings during 1999 on compensation deferred before the
Merger. At the time of the Merger, the Company discontinued its deferred
compensation program for compensation earned after the Merger.
(6) Mr. Dunphy entered into a three year consulting agreement with the Company
dated February 29, 2000 pursuant to which Mr. Dunphy is providing consulting
services to the Company following his retirement as Chief Executive Officer
of the Company. In consideration for such services the Company transferred
to Mr. Dunphy 60,000 shares of Common Stock, subject to forfeiture to the
Company under certain conditions. The Organization and Compensation
Committee also waived the exercise of its repurchase options applicable to
awards made under the Contingent Stock Plan in 1998 and under Sealed Air's
contingent stock plan in 1997 on the condition that such option remained
exercisable as to each award during the remainder of its option period if
Mr. Dunphy's service as a consultant to and a director of the Company should
cease other than as a result of his death or permanent and total disability.
STOCK OPTIONS. Before the Merger, Mr. Byrne participated in stock incentive
plans maintained by the Company. Under the terms of those plans, options were
granted at an exercise price equal to the fair market value of Pre-Merger Common
Stock on the date of grant, became exercisable in three approximately equal
annual installments beginning one year after the date of grant or upon the
earlier occurrence of a "change in control" and had terms of up to ten years and
one month.
Upon the Merger, the Company terminated these plans except with respect to
outstanding options held by Cryovac employees, including Mr. Byrne, at the time
of the Merger. Such options became options to purchase Common Stock of the
Company, and the number of shares covered by and exercise prices of such options
were adjusted at the time of the Merger to preserve their economic value.
Mr. Byrne did not exercise any stock options during 1999. The following table
shows the value of unexercised "in-the-money" options held at December 31, 1999
(the difference between the aggregate purchase price of all such options held
and the market value of the shares of Common Stock covered by such options at
December 31, 1999).
<TABLE>
<CAPTION>
NO. OF SHARES
OF SEALED AIR
COMMON STOCK VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY
OPTIONS AT 12/31/99 OPTIONS AT 12/31/99
NAME EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
- ---- ------------------------- -------------------------
<S> <C> <C>
Leonard R. Byrne................... 4,644/1,989 $49,372/$18,774
</TABLE>
LTIP. Under the Company's LTIP as in effect prior to the Merger, executive
officers and other senior managers (including Mr. Byrne) were granted contingent
"Performance Units" under which awards could be earned based on shareholder
value performance (measured by appreciation in the price of Pre-Merger Common
Stock and dividends paid), as compared to that of the companies in the
Standard & Poor's Industrials Index during a three-year performance period. The
LTIP was discontinued at the time of the Merger.
REPORT OF THE COMPANY'S ORGANIZATION AND COMPENSATION COMMITTEE
ON EXECUTIVE COMPENSATION
The following report of the Company's Organization and Compensation
Committee sets forth information about the Company's executive compensation
program and the 1999 compensation of the executive officers of the Company named
in the above Summary Compensation Table.
12
<PAGE>
COMPENSATION PHILOSOPHY
The Company's executive compensation program consists of salaries, annual
bonuses tied to performance, and awards under the Company's Contingent Stock
Plan. The Company's executive compensation philosophy is to provide salaries
that are modest when compared with manufacturing companies of comparable size
and annual bonuses that are comparable to those provided by such companies. The
Company also makes substantial awards of its common stock under its Contingent
Stock Plan as long-term incentive compensation to its executives when the
Committee feels such awards are appropriate. In reaching its decisions, the
Committee is guided by its own judgment and those sources of information
(including compensation surveys) that the Committee considers reliable. The
Company's executive compensation program and philosophy are substantially the
same as those of Sealed Air.
This program is designed to provide appropriate incentives toward achieving
the Company's annual and long-term strategic objectives, to support a
performance-oriented environment based on the attainment of goals and objectives
intended to benefit the Company and its stockholders, to create an identity of
interests between the Company's executives and its stockholders, and to attract,
retain and motivate key executives. The Committee believes that this program
effectively provides these incentives as shown by the long-term record of growth
achieved by Sealed Air before the Merger and by the Company since the Merger.
SALARIES AND ANNUAL BONUSES
The Committee is responsible for setting the compensation of the Company's
executive officers, including the executive officers listed in the Summary
Compensation Table set forth above, and other employees of the Company or any of
its subsidiaries with base salaries of $150,000 or more. The Committee conducts
an annual compensation review during the first quarter of the year. The Chief
Executive Officer of the Company submits salary and bonus recommendations to the
Committee for the other executive officers and employees whose compensation is
set by the Committee. Following a review of those recommendations, the Committee
approves cash bonuses for the prior year and salary rates and cash bonus
objectives for the current year for the other executive officers and employees
with such modifications to the Chief Executive Officer's recommendations as the
Committee considers appropriate. Also, the Committee may adjust salaries for
specific executive officers or employees at other times during the year when
there are significant changes in the responsibility of such officers or
employees.
The Committee bases its decisions on adjustments to salary and cash bonus
objectives principally on the responsibilities of the particular executive and
on the Committee's evaluation of the market demand for executives of the
capability and experience employed by the Company in relation to the total
compensation paid to the particular executive. The Committee sets annual cash
bonus objectives at a level that links a substantial portion of each
individual's annual cash compensation to attaining the performance objectives
discussed below in order to provide appropriate incentives to attaining such
objectives.
Cash bonuses are determined based upon the attainment of corporate and
individual performance objectives for the year in question. The Committee does
not apply a fixed weight to corporate or individual performance goals in
deciding the amount of cash bonuses, although the Committee generally places
greater emphasis on financial performance than on other personal performance
objectives. The principal measure of corporate performance used to establish
annual cash bonuses is the extent to which the Company achieved its business
plan for the year in question. Such business plan is developed by management and
approved by the Board of Directors before the beginning of such year. The
Committee does not rely exclusively on any single measure of financial
performance to measure achievement of the Company's business plan. However, the
greatest weight is given to the achievement of budgeted targets for net sales,
operating profit, net earnings, and measures of expense control and balance
sheet management such as earnings before interest, taxes, depreciation and
amortization (commonly called "EBITDA"). The Company does not make its business
plans public. Accordingly, the specific financial targets upon which
13
<PAGE>
annual cash bonus objectives are based are not publicly available. Executives
other than the Chief Executive Officer are also evaluated based upon their
attainment of individual management objectives within their particular areas of
responsibility.
During the first quarter of 1999, the Organization and Compensation
Committee conducted a compensation review for the executive officers of the
Company named in the Summary Compensation Table other than Mr. Dunphy, who was
then the Company's Chief Executive Officer, in connection with which Mr. Dunphy
submitted recommendations to that Committee for 1998 cash bonuses, 1999 salary
adjustments and 1999 cash bonus objectives, and that Committee approved such
recommendations with such modifications as the Committee deemed appropriate,
none of which was material. Salary increases in 1999 for the executive officers
named in the Summary Compensation Table (other than Messrs. Dunphy and Hickey,
who are discussed below) ranged from 2.7% to 4.8%. These salary increases were
based primarily upon the factors discussed above.
Cash bonuses for 1999 for Messrs. Byrne, Cruikshank and Pesci were
determined by the Committee during the first quarter of 2000. These bonuses
reflected the Committee's evaluation of each officer's degree of attainment of
his individual performance goals for 1999. These bonuses also reflect the fact
that the Company achieved its principal financial objectives during 1999,
although certain product lines and geographical areas of the business did not
achieve their 1999 financial objectives. Officers with specific responsibility
for these areas of the business received somewhat lower bonuses. The Committee
also approved 2000 salary adjustments and cash bonus objectives for
Messrs. Byrne, Cruikshank and Pesci during the first quarter of 2000.
COMPENSATION OF MR. DUNPHY
The Organization and Compensation Committee of the Company evaluates the
performance of the Chief Executive Officer, reviews its evaluation with him, and
based on that evaluation and review decides his compensation and performance and
bonus objectives. During Mr. Dunphy's tenure as Chief Executive Officer of the
Company, he and the Organization and Compensation Committee believed that his
cash compensation should be weighted somewhat toward annual incentive
compensation in the form of cash bonuses rather than salary but that, on an
overall basis, his compensation should be weighted more heavily toward long-term
incentive compensation derived from equity ownership in the Company through its
Contingent Stock Plan. Consistent with such philosophy, Mr. Dunphy's salary
remained at the same rate from 1991 through 1997. However, in reflection of the
major increase in the scale of the Company's business following the Merger,
Mr. Dunphy's annual base salary was increased in April 1998 to $480,000. That
base salary, which remained unchanged through his retirement at the end of
February 2000, was low for a business of the Company's size.
During the first quarter of 2000, the Organization and Compensation
Committee awarded Mr. Dunphy a cash bonus of $480,000 in recognition of the fact
that the Company achieved its principal financial objectives during 1999, as
well as to reward his leadership in installing an effective management team to
lead the Company after his retirement and in communicating and implementing a
strong corporate culture and vision within and outside the Company.
COMPENSATION OF MR. HICKEY
During the first quarter of 1999, the Organization and Compensation
Committee assessed Mr. Hickey's performance in the same manner as Mr. Dunphy's.
Specifically, because the Company had failed to achieve its financial objectives
during 1998, the Committee decided to make no change in Mr. Hickey's base salary
in 1999, although the Committee gave a high rating to Mr. Hickey's ability and
energy in sharing the leadership role in the business with the Chief Executive
Officer. However, in reflection of the major increase in the scale of the
Company's business following the Merger, Mr. Hickey's
14
<PAGE>
annual base salary had been increased in April 1998 to $325,000. That base
salary remained unchanged through 1999.
During the first quarter of 2000, the Organization and Compensation
Committee awarded Mr. Hickey a cash bonus of $325,000 in recognition of the
achievement by the Company of its principal financial objectives during 1999 and
the attainment by Mr. Hickey of his individual performance objectives for 1999,
as well as to recognize his transition to the position of Chief Executive
Officer of the Company. The Committee also approved a 2000 salary adjustment and
cash bonus objective for Mr. Hickey during the first quarter of 2000.
Mr. Hickey and the Organization and Compensation Committee believe that the
compensation philosophy for the Chief Executive Officer of the Company,
described under "Compensation of Mr. Dunphy," should continue during
Mr. Hickey's tenure as Chief Executive Officer of the Company.
CONTINGENT STOCK PLAN
The Company's Contingent Stock Plan, which is substantially the same as the
contingent stock plan of Sealed Air, established in 1976, is intended to provide
an effective method of motivating performance of key employees, including
executive officers of the Company, and of creating an identity of interests in
participating employees with the interests of the stockholders. The Plan
provides for the award of shares of Common Stock to such key employees of the
Company or any of its subsidiaries as the Committee determines to be eligible
for awards. It is expected that recipients of awards will retain a substantial
portion of the shares awarded to them to foster an identity of interests with
the stockholders of the Company.
Shares of Common Stock issued under this Plan are subject to an option in
favor of the Company for three years after they are awarded, or such other
period as may be determined by the Committee, to repurchase the shares upon
payment of an amount equal to the price at which such shares were issued, which
has always been $1.00 per share. This option is exercisable by the Company only
upon the termination of an employee's employment during such period other than
as a result of death or total disability. Such option terminates upon the
occurrence of any of certain events related to change of control of the Company
specified in the Plan. Shares of Common Stock issued pursuant to this Plan may
not be sold, transferred or encumbered by the employee while the Company's
option to repurchase the shares remains in effect. In connection with the
Merger, the contingent stock plan of Sealed Air was amended to provide that the
Merger would not constitute a change of control that would terminate the
Company's repurchase option with respect to the shares of the Company's Common
Stock issued under that plan before the Merger.
Awards are made under the Contingent Stock Plan both to reward short-term
performance with equity-based compensation and to motivate the recipient's
long-term performance. The Organization and Compensation Committee does not
follow the practice of making annual or other periodic awards to individuals who
are determined to be eligible to participate in the Plan. However, the
Organization and Compensation Committee regularly reviews the stock ownership of
key employees and, when it deems it appropriate, makes awards under the Plan to
reflect the contributions of those individuals to specific Company achievements
and to provide motivation toward the achievement of additional strategic
objectives.
During 1999, of the executive officers named in the Summary Compensation
Table, awards were made to Messrs. Byrne and Hickey. Such awards were made
principally to motivate them to superior performance in light of significant
increases in responsibilities for these executive officers.
COMPLIANCE WITH SECTION 162(M) OF THE INTERNAL REVENUE CODE
Although the Company's programs for salary adjustments, cash bonuses and
awards under the Contingent Stock Plan have been designed to provide incentives
toward achieving the Company's strategic objectives, none of such compensation
programs has been based upon the attainment of pre-established
15
<PAGE>
objective performance goals that meet the requirements of Section 162(m) of the
Internal Revenue Code, as amended ("Section 162(m)"). Thus, compensation
associated with awards under such Plan to the executive officers named in the
Summary Compensation Table, when taken together with their other annual
compensation, can become subject to the limitations of Section 162(m), under
which the Company can deduct for federal tax purposes no more than $1 million of
annual compensation paid to any such executive officer.
The Organization and Compensation Committee's policy is to structure
executive compensation to be deductible without limitation where doing so would
further the purposes of the Company's executive compensation program. Thus, the
Organization and Compensation Committee has authorized extensions of vesting
dates for awards under the Company's Contingent Stock Plan to certain of the
Company's executive officers from time to time. During 1999, non-deductible
compensation under Section 162(m) was minimal. In prior years, however, the
Organization and Compensation Committee in the exercise of its discretion has
approved executive compensation that was not fully deductible.
In light of gradually increasing compensation levels with a fixed
$1 million limit on deductible compensation under Section 162(m), in early 2000,
the Organization and Compensation Committee recommended and the Board of
Directors adopted a Performance-Based Compensation Program, subject to
stockholder approval at the 2000 Annual Meeting. The Performance-Based
Compensation Program is discussed below. If approved, the Program will permit
the Organization and Compensation Committee to make awards under the Company's
Contingent Stock Plan and approve cash bonuses under the Company's cash bonus
arrangements that are subject to the attainment of pre-established objective
performance goals that meet the requirements of Section 162(m) and are thus
fully deductible even if they exceed the $1 million limit.
However, the Organization and Compensation Committee believes that
compensation of its executive officers can not always be based upon fixed
formulas and that the prudent use of discretion in determining compensation will
sometimes be in the best interests of the Company and its stockholders. Even if
the Performance-Based Compensation Program is approved, the Organization and
Compensation Committee in the exercise of such discretion may from time to time
approve executive compensation that may not be fully deductible.
STOCK PERFORMANCE
While the Organization and Compensation Committee takes note of the
performance of the Company's Common Stock in its compensation decisions, it does
not consider such performance to be a principal determinant in making such
decisions, since total return to stockholders as reflected in the performance of
the Company's stock price is subject to factors affecting the securities markets
that are unrelated to the Company's performance.
Since management compensation is based upon factors relating to the
Company's growth and profitability and the contributions of each of its
executives to the achievement of the Company's objectives, the Organization and
Compensation Committee believes that appropriate incentives are provided to
align management's interests with the long-term growth and development of the
Company and the interests of its stockholders. The Organization and Compensation
Committee also believes that there are many ways in which its executive officers
and other executives contribute to building a successful company. While the
results of those efforts should eventually appear in the financial statements or
be reflected in the Company's stock price, many long-term strategic decisions
made in pursuing the Company's growth and development may have little visible
impact in the short term.
The Organization and Compensation Committee notes that the cumulative
five-year total return on an investment in Sealed Air Common Stock made on
December 31, 1994, after giving effect to the conversion into an equivalent
number of shares of Common Stock of the Company in the Merger, exceeded that of
the manufacturing (specialized) segment of such index shown in the performance
table
16
<PAGE>
appearing below, although it was below that of the Standard & Poor's 500 Stock
Index. Stockholders of the Company who held shares of Sealed Air Common Stock,
converted into shares of the Common Stock of the Company in the Merger,
throughout the period had a total return of 186% (or an annual compounded return
of 23%). This total return compares to a five-year total return of 247% (or an
annual compounded return of 28%) for the Standard & Poor's 500 Stock Index and a
five-year total return of 122% (or an annual compounded return of 17%) for the
manufacturing (specialized) segment of such index shown in the performance table
appearing below.
Organization and Compensation Committee
<TABLE>
<S> <C>
Alan H. Miller, Chairman Virginia A. Kamsky
John K. Castle John E. Phipps
David Freeman
</TABLE>
17
<PAGE>
COMMON STOCK PERFORMANCE COMPARISONS
The following graph shows, for the five years ended December 31, 1999, the
cumulative total return on an investment of $100 assumed to have been made on
December 31, 1994 in Sealed Air's common stock (trading symbol: SEE), after
giving effect to a two-for-one stock split effected in 1995 for all periods
presented and to the conversion of each share of Sealed Air's common stock into
one share of the Company's Common Stock in the Merger. The graph compares such
return with that of comparable investments assumed to have been made on such
date in (a) the Standard & Poor's 500 Stock Index, and (b) the manufacturing
(specialized) segment of such index, the published Standard & Poor's market
segment in which the Company has been included since the Merger.
Total return for each assumed investment assumes the reinvestment of all
dividends on December 31 of the year in which such dividends were paid. Neither
Sealed Air nor, since the Merger, the Company has paid any cash dividends on its
common stock during this five-year period.
Since the Merger, the Company's Common Stock and Preferred Stock have been
listed on the New York Stock Exchange (trading symbols: SEE and SEE PrA,
respectively).
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
DECEMBER 31 1994 1995 1996 1997 1998 1999
<S> <C> <C> <C> <C> <C> <C>
SAC (SEE) $100 $154 $230 $341 $282 $286
Composite S&P 500 $100 $137 $168 $224 $287 $347
Manufacturing (Specialized) $100 $139 $155 $190 $175 $222
</TABLE>
PERFORMANCE-BASED COMPENSATION PROGRAM
Section 162(m) limits to $1 million each year the deductible compensation
paid to certain of the executive officers named in the summary compensation
table in the Company's proxy statement for its annual meeting for the year.
Compensation that qualifies as "performance-based compensation" under
Section 162(m), however, can be deducted even if it exceeds this limit. In order
to qualify as performance-based compensation, the material terms of such
compensation must be approved by the Company's stockholders.
18
<PAGE>
The Board of Directors has adopted the Performance-Based Compensation
Program, subject to approval of its material terms by the stockholders, in order
to provide the Company's executive officers with incentive compensation that
meets the requirements of performance-based compensation under Section 162(m)
and thus is fully deductible for U.S. income tax purposes. The Performance-Based
Compensation Program provides for cash awards in the form of annual cash bonuses
and awards of the Company's Common Stock under the Company's Contingent Stock
Plan. Eligible employees under the Program are the Company's Chief Executive
Officer, the other four most highly compensated executive officers and other key
employees selected by the Organization and Compensation Committee, which has
been designated to establish and administer performance goals under the Program.
A copy of the Performance-Based Compensation Program is attached to this Proxy
Statement as Annex A.
Under the Program, the Organization and Compensation Committee designates
the eligible employees for whom performance goals will be established for cash
or stock awards (or both) and establishes performance goals for each such
employee. Cash awards are based on a calendar year performance period, and if
the pre-established goals are achieved, the eligible employee may be granted an
annual cash bonus for such year in an amount up to 1% of the Company's net
earnings for such year. Stock awards in the form of awards under the Contingent
Stock Plan are based on a performance period that is set by the Organization and
Compensation Committee. If the pre-established goals are achieved, an eligible
employee may be granted awards of Common Stock under the Contingent Stock Plan
during the 12-month period following the end of the performance period in an
amount up to two-tenths of one percent of the number of issued and outstanding
shares of the Company's Common Stock at the beginning of the 12-month period.
Such stock awards, if granted, will be subject in all respects to the terms of
the Contingent Stock Plan, which are described in the above "Report of the
Company's Organization and Compensation Committee on Executive Compensation,"
including the maximum number of shares of Common Stock that are available for
issuance under the Contingent Stock Plan. Currently the Contingent Stock Plan
provides for the issuance of up to 2,500,000 shares of Common Stock, of which
approximately 1,719,400 shares remain available for issuance. Any increase in
the number of shares available for issuance under the Contingent Stock Plan will
be subject to stockholder approval under the terms of the Contingent Stock Plan.
Performance-based awards under the Program will require attainment of
objective, pre-established goals based on one or more of the following criteria:
growth in net sales, operating profit, net earnings, measures of cash flow,
measures of expense control, earnings before interest and taxes (commonly called
EBIT), earnings before interest, taxes, depreciation and amortization (commonly
called EBITDA), earnings per share, successful completion of strategic
acquisitions, joint ventures or other transactions, or any combination of the
foregoing goals. Pre-established goals and award levels must be established by
the Organization and Compensation Committee in writing during the first 90 days
of the performance period (or during the first 25% of the performance period if
the performance period is less than a year), provided that the outcome is
substantially uncertain at the time the Committee establishes the goal.
The Performance-Based Compensation Program is designed to provide the
Organization and Compensation Committee with the discretion and flexibility
required by the Company's evolving business needs, while modifying the Company's
current executive compensation program as little as possible. The Company's
current executive compensation program is described in the "Report of the
Company's Organization and Compensation Committee on Executive Compensation,"
which appears above. If the material terms of the Performance-Based Compensation
Program are approved by the stockholders, then it is expected that the
Organization and Compensation Committee will continue to use its discretion
regarding the frequency at which it will grant awards of Common Stock under the
Company's Contingent Stock Plan even when performance goals have been met. Under
Section 162(m), the Company must obtain stockholder approval of the material
terms of the Program at least every five years.
During the first quarter of 2000, the Organization and Compensation
Committee approved pre-established goals based upon calendar year 2000
performance for stock awards under the Contingent
19
<PAGE>
Stock Plan for Messrs. Hickey, Byrne, Cruikshank and Pesci and for one other
executive officer of the Company and for Mr. Hickey's 2000 cash bonus, subject
to stockholder approval of the material terms of the Performance-Based
Compensation Program. Such goals are confidential. The maximum cash bonuses and
stock awards that could be paid if such goals are achieved in 2000 cannot yet be
determined. The maximum awards that could have been made under the Program to
each participant if the Program had been in effect for a calendar year 1999
performance period and the applicable goals had been achieved would have been a
1999 cash bonus of approximately $2,115,000 and stock awards of approximately
167,000 shares of Common Stock made during 2000. However, even if goals had been
achieved, it is expected that the Organization and Compensation Committee would
have used its discretion to approve the 1999 cash bonuses actually paid,
including those indicated in the Summary Compensation Table, which would have
been lower than the maximum amount permitted under the Performance-Based
Compensation Program, and would have used its discretion to make stock awards
under the Contingent Stock Plan during 2000 that were lower than such maximum
level, including the possibility of making no stock awards to certain
executives.
The Board of Directors believes that approval of the terms of the
Performance-Based Compensation Program is in the best interests of the Company
and its stockholders because such approval will require achievement of
performance-based goals for compensation paid under the Program while entitling
the Company to deduct fully for U.S. income tax purposes compensation paid to
its executives under the Program.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THIS PROPOSAL.
SELECTION OF AUDITORS
The Company, after authorization by the Board of Directors, has engaged KPMG
LLP ("KPMG") as its independent accountants to examine and report on the
Company's financial statements for the fiscal year ending December 31, 2000,
subject to ratification of such engagement by the stockholders at the Annual
Meeting. KPMG has acted as the auditors for Sealed Air since 1963 and for the
Company since April 2, 1998 and is considered well qualified. Proxies received
in response to this solicitation will, in the absence of contrary specification,
be voted in favor of ratification of such appointment.
A representative of KPMG is expected to be present at the Annual Meeting.
Such representative will have the opportunity to make a statement if he or she
desires to do so and will be available to respond to appropriate questions.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THIS PROPOSAL.
CHANGE OF AUDITORS IN 1998
On April 2, 1998, after the Merger, upon approval by the Board of Directors,
the Company engaged KPMG as its independent accountants to examine and report on
the Company's financial statements for the fiscal year ending December 31, 1998.
The stockholders ratified such engagement at the Company's 1998 Annual Meeting.
Sealed Air had consulted with KPMG concerning the accounting treatment of the
Merger. In accordance with the advice of KPMG, the Merger was treated as a
purchase by the Company of Sealed Air.
On April 2, 1998, the Company dismissed Price Waterhouse LLP (which is now
named PricewaterhouseCoopers LLP ("PWC")) as its independent accountants for the
fiscal year ending December 31, 1998. The reports of PWC on the financial
statements of the Company for the fiscal years ended December 31, 1996 and 1997
contained no adverse opinion or disclaimer of opinion and were not qualified or
modified as to uncertainty, audit scope or accounting principles. In connection
with the audits conducted by PWC for the fiscal years ended December 31, 1996
and 1997 and through April 2, 1998, the Company had no disagreements with PWC on
any matter of accounting principles or practices, financial
20
<PAGE>
statement disclosure, or auditing scope or procedure, which disagreements, if
not resolved to the satisfaction of PWC, would have caused them to make
reference thereto in their report on the financial statements for such years and
periods. During the years ended December 31, 1996 and 1997 and through April 2,
1998, there were no reportable events (as defined in the SEC's Regulation S-K,
Item 304(a)(1)(v)). On April 2, 1998, the Company requested that PWC furnish it
with a letter addressed to the SEC stating whether or not PWC agreed with the
above statements. Copies of such letters dated April 2, 1998 and April 24, 1998
were filed as Exhibits to the Current Report on Form 8-K, Date of Report
April 2, 1998, filed by the Company with the SEC on April 6, 1998, as amended by
Form 8-K/A filed with the SEC on April 29, 1998. Prior to the Merger, the
Company consulted with PWC concerning the accounting treatment of the Merger. In
accordance with the advice of PWC, the Merger was treated as a purchase by the
Company of Sealed Air.
STOCKHOLDER PROPOSALS FOR THE 2001 ANNUAL MEETING
In order for stockholder proposals for the 2001 Annual Meeting of
Stockholders to be eligible for inclusion in the Company's Proxy Statement, they
must be received by the Company at its principal office in Saddle Brook, New
Jersey, directed to the attention of the Secretary, no later than November 29,
2000. The Company's By-Laws set forth certain procedures stockholders must
follow in order to nominate a director or present any other business at an
Annual Meeting of Stockholders, other than proposals included in the Company's
Proxy Statement. In addition to any other applicable requirements, for business
to be properly brought before the 2001 Annual Meeting by a stockholder, such
stockholder must have given timely notice thereof in proper written form
including all required information to the Secretary of the Company. To be
timely, a stockholder's notice to the Secretary must be received at the
principal office of the Company between November 30, 2000 and February 12, 2001,
provided that, if the 2001 Annual Meeting is called for a date that is not
within 30 days before or after May 19, 2001, then such notice by the stockholder
must be so received a reasonable time before the Company mails its proxy
statement for the 2001 Annual Meeting. A copy of the By-Law provisions relating
to advance notice of business to be transacted at annual meetings may be
obtained from the Secretary of the Company.
21
<PAGE>
OTHER MATTERS
The expenses of preparing, printing and mailing this notice of meeting and
proxy material, making them available over the Internet, and all other expenses
of soliciting proxies will be borne by the Company. Corporate Investor
Communications, Inc., Carlstadt, New Jersey ("CIC"), will solicit proxies by
personal interview, mail, telephone, facsimile, Internet or other means of
electronic transmission and will request brokerage houses, banks and other
custodians, nominees and fiduciaries to forward soliciting material to the
beneficial owners of the Common Stock or Preferred Stock held of record by such
persons. The Company will pay CIC a fee of $13,500 covering its services and
will reimburse CIC for payments made to brokers and other nominees for their
expenses in forwarding soliciting material. In addition, directors, officers and
employees of the Company, who will receive no compensation in addition to their
regular salary, if any, may solicit proxies by personal interview, mail,
telephone, facsimile, Internet or other means of electronic transmission.
The Company does not know of any matters to be presented at the meeting
other than those set forth in this Proxy Statement. However, if any other
matters come before the meeting, it is intended that the holders of the proxies
may use their discretion in voting thereon.
By Order of the Board of Directors
H. KATHERINE WHITE
SECRETARY
Saddle Brook, New Jersey
March 29, 2000
22
<PAGE>
ANNEX A
SEALED AIR CORPORATION
PERFORMANCE-BASED COMPENSATION PROGRAM
(AS ADOPTED EFFECTIVE FOR THE 2000 FISCAL YEAR)
In order to entitle Sealed Air Corporation (the "Corporation") to deduct for
U.S. income tax purposes the compensation expense resulting from certain
performance-based compensation provided to certain officers and other eligible
employees (as defined below) pursuant to awards under the Corporation's
Contingent Stock Plan or under annual cash bonus arrangements, the following are
the terms under which such awards may be granted to such eligible employees as
provided in Internal Revenue Code Section 162(m) and the regulations thereunder,
as the same may be amended from time to time ("Section 162(m)"):
I. ELIGIBLE EMPLOYEES:
The class of employees eligible for awards under this program ("eligible
employees") consists of the chief executive officer of the Corporation, the
other four most highly compensated executive officers of the Corporation, and
other officers and key employees of the Corporation or any of its subsidiaries
selected by the committee of the Board of Directors (the "Committee") that is
authorized by the Board of Directors to establish and administer performance
goals under this program. The Committee will be comprised of "outside directors"
as that term is defined in Section 162(m).
II. PERFORMANCE-BASED AWARDS OF COMMON STOCK:
Performance-based awards of shares of the Corporation's Common Stock under
the Contingent Stock Plan of Sealed Air Corporation can be made based upon
achievement of pre-established objective goals during a performance period
(which may be the calendar year) established by the Committee, consistent with
the requirements of Section 162(m). If such goals are achieved, then an eligible
employee may be granted one or more awards of Common Stock under the Contingent
Stock Plan during the 12-month period following the performance period in an
aggregate amount up to the pre-established award level.
The maximum amount of performance-based awards made in shares of the
Corporation's Common Stock under the Contingent Stock Plan to any eligible
employee under this program during any 12-month period may not exceed two-tenths
of 1% (0.2%) of the issued and outstanding shares of the Corporation's Common
Stock at the beginning of such period. The Committee retains the sole and
exclusive discretion to set pre-established award levels for awards under the
Corporation's Contingent Stock Plan at an amount less than the maximum level
specified in the prior sentence and to reduce (including a reduction to zero)
any award to be made in shares of Common Stock under the Contingent Stock Plan
that is otherwise payable under the program.
III. PERFORMANCE-BASED AWARDS OF CASH:
Performance-based awards of cash under the Corporation's annual cash bonus
arrangements can be made to eligible employees based upon achievement of
pre-established objective goals during a calendar year performance period. If
such goals are achieved, the eligible employee may be granted an annual cash
bonus for such year in an amount of up to one percent (1%) of the Corporation's
net earnings for that fiscal year, provided, however, that the Committee in its
sole and exclusive discretion may reduce (including a reduction to zero) any
award to be made in cash to any eligible employee that is otherwise payable
under the program for such year. At the sole and exclusive discretion of the
Committee, an annual cash bonus may be paid although such goals have not been
achieved if the eligible employee dies or becomes disabled during the
performance period or a "change in control" (as defined in the Contingent Stock
Plan) occurs during the performance period.
A-1
<PAGE>
IV. PRE-ESTABLISHED OBJECTIVE GOALS:
Performance-based awards under this program will require attainment of
objective, pre-established goals based on one or more of the following criteria:
growth in net sales, operating profit, net earnings, measures of cash flow,
measures of expense control, earnings before interest and taxes (commonly called
EBIT), earnings before interest, taxes, depreciation and amortization (commonly
called EBITDA), earnings per share, successful completion of strategic
acquisitions, joint ventures or other transactions, or any combination of the
foregoing goals. Pre-established goals and award levels will be established by
the Committee in writing during the first 90 days of the performance period (or
during the first 25% of the performance period if the performance period is less
than a year), provided that the outcome is substantially uncertain at the time
the Committee establishes the goal. Except as specified in this program,
performance goals may not be changed once set. No stock grants or cash payments
will be made until the Committee has certified that the performance goals have
been met.
V. ADDITIONAL PROVISIONS:
A. The limits on awards made in the Corporation's Common Stock and in cash are
cumulative, that is, the Corporation may grant to any eligible employee in
any year awards up to the specified limits both for Common Stock and for
cash. While the limits are annual, performance-based awards need not be made
every year, and the Committee shall have the discretion to determine the
intervals between successive performance-based awards.
B. In the event of any change in the Corporation's capitalization, such as
through a stock split, stock dividend, recapitalization, merger or
consolidation, appropriate adjustments will be made by the Board of
Directors to the maximum amount of performance-based awards that may be made
in shares of the Corporation's Common Stock during any 12-month period to an
eligible employee, to the pre-established award level for any award to be
made in shares of the Corporation's Common Stock, to the amount of any
performance-based award to be made in shares of the Corporation's Common
Stock that has been approved by the Committee before such change occurred
but not yet made as of such change and the purchase price per share for the
shares subject to such award, and to any pre-established goal that is based
upon the Corporation's capitalization, such as earnings per share. For the
purpose of determining whether a goal has been attained, the Committee may
also disregard any change in accounting standards required by the Financial
Accounting Standards Board that is adopted after a performance goal has been
established.
C. The Committee shall be entitled at its discretion to approve awards under
the Contingent Stock Plan, cash bonuses or compensation under any other
compensation plan or arrangement that does not meet the requirements of
Section 162(m) and thus may be partly or fully non-deductible by the
Corporation for U.S. income tax purposes.
D. Except as provided above and subject to the stockholder approval requirements
of Section 162(m), the Committee shall have complete power and authority to
amend, suspend or terminate any or all terms of the performance-based
compensation program, except that it may not alter performance goals or
increase pre-established award levels once they have been established for a
performance period. The Committee shall have full authority to administer
the performance-based compensation program and to interpret the program's
terms and establish rules for the administration of the program, although
the Committee may consider recommendations from the Chief Executive Officer
of the Corporation or from directors who are not members of the Committee.
The Committee's determinations under the program shall be final.
E. An eligible employee's rights and interests under the program may not be
assigned or transferred by the eligible employee. To the extent an eligible
employee acquires a right to receive an award under the program, such right
shall be no greater than the right of any unsecured general creditor of the
A-2
<PAGE>
Corporation. Nothing contained in the program shall be deemed to create a
trust of any kind or any fiduciary relationship between the Corporation and
an eligible employee. Designation as an eligible employee under the program
shall not entitle the employee to continued employment with or, if
applicable, continuation as an officer of the Corporation or any of its
subsidiaries.
F. The program shall be construed and governed in all respects under the laws
of the United States to the extent applicable and, to the extent such laws
are not applicable, under the laws of the State of New Jersey.
The foregoing terms of the performance-based compensation program shall
become effective as of the Corporation's 2000 fiscal year, subject to the
approval by the affirmative vote of a majority of votes cast by the stockholders
of the Corporation at the 2000 annual meeting of stockholders.
A-3
<PAGE>
DIRECTIONS TO THE ANNUAL MEETING OF STOCKHOLDERS
SADDLE BROOK MARRIOTT
GARDEN STATE PARKWAY AT I-80
SADDLE BROOK, NEW JERSEY 07663-5894
(201) 843-9500
LOCATION: Located at the intersection of the Garden State Parkway and
Interstate 80, just 10 miles west of New York City, in an area served by Newark,
LaGuardia and JFK International airports.
DIRECTIONS: FROM NEWARK INTERNATIONAL AIRPORT: Travel west five miles on
Route 24/78 to the Garden State Parkway North. Travel 17 miles to Exit 159. Get
off at exit, and bear right.
FROM ALBANY AND NORTH: N.Y. Thruway to Garden State Parkway South to Exit 159.
Follow signs for I-80 East. Bear right on Molnar, right turn on Midland, make
"jughandle" left turn to Pehle Ave.
GEORGE WASHINGTON BRIDGE: FROM NEW YORK: I-80 West to Exit 62, Garden State
Parkway--Saddle Brook. Follow sign toward Garden State Parkway North and then
take Saddle Brook/Midland Avenue exit. Come around off ramp, bear right. Hotel
is on left.
I-80 EAST: Exit 62--Garden State Parkway--Saddle Brook (from local lanes only).
Follow Saddle Brook/ Midland Ave. signs to Marriott Hotel.
I-80 WEST: (local or express) Exit 62, Garden State Parkway--Saddle Brook.
Follow sign toward Garden State Parkway North and then take Saddle Brook/Midland
Avenue exit. Come around off ramp, bear right. Hotel is on left.
LINCOLN TUNNEL: Rte. 3 West, Garden State Parkway North, Exit 159. Get off at
exit, and bear right.
TURNPIKE (I-95): North or South pick-up I-80 West to Exit 62 (see above).
[LOGO]
<PAGE>
- --------------------------------------------------------------------------------
SEALED AIR CORPORATION PROXY/VOTING INSTRUCTION CARD
FOR 2000 ANNUAL MEETING OF STOCKHOLDERS
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
The undersigned hereby appoints William V. Hickey, Daniel S. Van Riper and H.
Katherine White, or a majority of them as shall act (or if only one shall act,
then that one) (the "Proxy Committee"), proxies with power of substitution to
act and vote at the Annual Meeting of Stockholders of Sealed Air Corporation
(the "2000 Annual Meeting") to be held at 10:00 a.m. local time on May 19, 2000
at the Saddle Brook Marriott, Garden State Parkway at I-80, Saddle Brook, New
Jersey 07663-5894 and at any adjournments thereof. The Proxy Committee is
directed to vote as indicated on the reverse side and in their discretion upon
any other matters that may properly come before the 2000 Annual Meeting.
If the undersigned is a participant in Sealed Air Corporation's Profit-Sharing
Plan or its Thrift and Tax-Deferred Savings Plan and has stock of Sealed Air
Corporation allocated to his or her account, then the undersigned instructs the
trustee of such plan to vote such shares of stock, in person or by proxy, in
accordance with the instructions on the reverse side at the 2000 Annual Meeting
and any adjournments thereof and in its discretion upon any other matters that
may properly come before the 2000 Annual Meeting. The terms of each plan provide
that shares for which no voting instructions are received will be voted in the
same proportion as shares are voted for participants who provide voting
instructions.
Election of Directors,
Nominees: Comments:
01. Hank Brown 06. William V. Hickey
02. John K. Castle 07. Shirley Ann Jackson ___________________________
03. Lawrence R. Codey 08. Virginia A. Kamsky ___________________________
04. T. J. Dermot Dunphy 09. Alan H. Miller ___________________________
05. Charles F. Farrell, Jr. 10. John E. Phipps ___________________________
PLEASE MARK, DATE AND SIGN YOUR PROXY ON THE REVERSE SIDE
AND MAIL IN THE ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED.
THE PROXY COMMITTEE CANNOT VOTE YOUR SHARES UNLESS YOU SIGN -----------
AND RETURN THIS CARD (OR UNLESS YOU VOTE PROPERLY BY See Reverse
TELEPHONE OR VIA THE INTERNET). THIS PROXY WILL BE VOTED AS side
INDICATED ON THE REVERSE SIDE. -----------
- --------------------------------------------------------------------------------
^ FOLD AND DETACH HERE ^
<PAGE>
- --------------------------------------------------------------------------------
Please mark your
X votes as in this
example.
- --------------------------------------------------------------------------------
The Board of Directors recommends a vote for election of all Directors and for
Proposals 2 and 3. If no choice is specified, this proxy when properly signed
and returned will be voted FOR election of all Directors and FOR Proposals 2 and
3. Please date and sign and return this proxy promptly.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
FOR WITHHELD
1. Election of
Directors. |_| |_|
(See reverse)
For, except vote withheld from the following nominee(s):
- --------------------------------------------------------------------------------
FOR AGAINST ABSTAIN
2. Approval of the Company's
Performance-Based |_| |_| |_|
Compensation Program.
FOR AGAINST ABSTAIN
3. Ratification of the
appointment of KPMG LLP as |_| |_| |_|
the independent auditors for
the year ending December 31, 2000.
4. In accordance with the Proxy Committee's discretion, upon such other matters
as may properly come before the meeting.
Please mark this box if you plan to attend the Annual Meeting. |_|
The signer hereby revokes all proxies previously given by the signer to vote at
the 2000 Annual Meeting and any adjournments and acknowledges receipt of the
Proxy Statement dated March 29, 2000.
SIGNATURE(S)_________________________________________ DATE _____________________
NOTE: Please sign EXACTLY as name appears above. When signing on behalf of a
corporation, estate, trust or other stockholder, please give its full name and
state your full title or capacity or otherwise indicate that you are authorized
to sign.
- --------------------------------------------------------------------------------
^ FOLD AND DETACH HERE ^
If voting by telephone or via the Internet, please see instructions below.
YOU CAN VOTE YOUR SHARES BY TELEPHONE OR VIA THE INTERNET
Sealed Air Corporation
Dear Stockholder,
We encourage you to take advantage of two convenient ways to vote your shares.
You may vote your shares by telephone or via the Internet twenty-four hours a
day, seven days a week. This eliminates the need to return the proxy card.
To Vote by Telephone:
1. If you have a touch-tone telephone, call 1-800-PRX-VOTE. This is a
TOLL-FREE number. You may call 24 hours a day through May 18, 2000, 11:59
p.m. local time in New Jersey. Outside of the U.S. and Canada call
1-201-536-8073.
2. Enter your Control Number, which is located in the box above.
3. To vote as the Board of Directors recommends on ALL proposals, press 1. If
you wish to vote on each proposal separately, press 2 and follow the
recorded instructions.
4. Following voting, also confirm if you plan to attend the meeting in Saddle
Brook, New Jersey. Your vote on all proposals will be repeated and you
will have an opportunity to confirm it.
To Vote via the Internet:
1. Go to the following website: http://www.eproxyvote.com/see. You may vote
24 hours a day through May 18, 2000, 11:59 p.m. local time in New Jersey.
2. Enter your Control Number, which is located in the box above.
3. Follow the on-line instructions on your computer screen.
Your telephone or Internet vote authorizes the named proxies in the same manner
as if you marked, signed, dated and returned the proxy card.
IF YOU VOTE BY TELEPHONE OR VIA THE INTERNET, YOU DO NOT NEED TO MAIL BACK YOUR
PROXY CARD.
YOUR VOTE IS IMPORTANT. THANK YOU FOR VOTING.
- --------------------------------------------------------------------------------
