(Valmont Letterhead)
(Valmont Industries, Inc. - West Highway 275 - P.O. Box 358)
(Valley, Nebraska 68064-0358 U.S.A. - (402) 359-2201)
Proxy Statement
For The
April 18, 1995
Annual Shareholders' Meeting
Dear Shareholder:
You are cordially invited to attend Valmont's Annual Meeting
of Shareholders on April 18, 1995, at 2:00 P.M. The meeting will
be held in the Lecture Hall of the Joslyn Art Museum at 2200
Dodge Street in Omaha. You may enter the building through its
main entrance on the east side.
The formal meeting of Shareholders will be followed by a
review of operations for 1994 and the first quarter of 1995, as
well as our outlook for the future. Following the meeting, you
are invited to an informal reception where you can visit with the
Directors, Officers and Business Unit Managers about the
activities of the Company.
If you cannot attend the meeting in person, please vote your
shares by proxy. Mark, sign and date the enclosed proxy card and
return it in the postage paid envelope. Your prompt return of
the card will help your Company avoid additional solicitation
costs. In person or by proxy, your vote is important.
I look forward to seeing you at our Annual Meeting.
Sincerely,
/s/Robert B. Daugherty
Robert B. Daugherty
Chairman of the Board
1
Valmont Industries, Inc.
Notice of Annual Meeting
of Shareholders
Notice is hereby given that the Annual Meeting of
Shareholders of Valmont Industries, Inc., a Delaware corporation,
will be held at the Joslyn Art Museum, 2200 Dodge St., Omaha,
Nebraska 68102, on Tuesday, April 18, 1995, at 2:00 p.m. local
time for the purpose of:
(1) Electing three directors of the Company to three year
terms.
(2) Ratifying the appointment of KPMG Peat Marwick LLP as
independent accountants for fiscal 1995.
(3) Transacting such other business as may properly come
before the meeting.
Shareholders of record at the close of business on March 3,
1995 are entitled to vote at this meeting. If you do not expect
to be present at the Annual Meeting and wish your shares to be
voted, please sign, date and mail the enclosed proxy form.
By Order of the Board of Directors
/s/Thomas P. Egan, Jr.
Thomas P. Egan, Jr.
Secretary
Valley, Nebraska 68064
March 24, 1995
2
Proxy Statement
To Our Shareholders:
The Board of Directors of Valmont Industries, Inc. solicits
your proxy in the form enclosed for use at the Annual Meeting of
Shareholders to be held on Tuesday, April 18, 1995, or at any
adjournments thereof.
At the close of business on March 3, 1995, the record date
for shareholders entitled to notice of and to vote at the
meeting, there were outstanding 11,545,385 shares of the
Company's common stock. There were no preferred shares
outstanding. All holders of common stock are entitled to one
vote for each share of stock held by them.
Shares of common stock represented by a properly signed and
returned proxy, including shares represented by broker non-votes
or abstaining from voting, will be treated as present at the
meeting for the purpose of determining a quorum. Directors are
elected by a favorable vote of a plurality of the shares of
voting stock present and entitled to vote, in person or by proxy,
at the Annual Meeting. Accordingly, abstentions or broker non-
votes as to the election of directors will not affect the
election of the candidates receiving the plurality of votes.
The proposal to ratify accountants requires the affirmative
vote of a majority of shares present in person or represented by
proxy. Abstentions from this proposal will have the same effect
as a vote against this proposal. Broker non-votes on this
proposal are treated as shares for which voting power has been
withheld by the beneficial holders of those shares and therefore
will not be counted as votes for or against such proposal.
Any shareholder giving a proxy may revoke it before the
meeting by mailing a signed instrument revoking the proxy to:
Corporate Secretary, Valmont Industries, Inc., P.O. Box 358,
Valley, Nebraska 68064. To be effective, the revocation must be
received by the Secretary before the date of the meeting. A
shareholder may, if he or she desires, attend the meeting in
person, and at that time withdraw his or her proxy and vote in
person.
The cost of solicitation of proxies, including the cost of
reimbursing banks and brokers for forwarding proxies and proxy
statements to their principals, shall be borne by the Company.
This proxy statement and proxy card are being mailed to
shareholders on or about March 24, 1995.
3
<TABLE>
Certain Shareholders
The following table sets forth, as of March 3, 1995, the
number of shares beneficially owned by (i) persons known to the
Company to be beneficial owners of more than 5% of the Company's
outstanding common stock, (ii) directors, nominees and named
executive officers and (iii) all directors and executive officers
as a group.
<CAPTION>
Amount and Nature
Name and Address of of Beneficial Ownership Percent
Beneficial Owner March 3, 1995 (1) of Class (2)
____________________________________________________________________
<S> <C> <C>
Robert B. Daugherty 3,550,784 30.8%
c/o Valmont Industries, Inc.
Valley, Nebraska
State of Wisconsin (3)
Investment Board
P.O. Box 7842
Madison, WI. 53707 805,000 7.0%
Charles M. Harper 37,000 ---
Allen F. Jacobson 15,000 ---
Lloyd P. Johnson 5,000 ---
John E. Jones 4,000 ---
Thomas F. Madison 10,000 ---
Walter Scott, Jr. 25,000 ---
Robert G. Wallace 7,000 ---
Mogens C. Bay 183,433 1.6%
Lewis P. Hays 110,237 ---
Joseph M. Goecke 105,904 ---
Gary L. Cavey 42,200
All Executive Officers and Directors
As Group (19 persons) 4,384,863 38.0%
(1) Includes shares which the executive officers have, or within
60 days of March 3, 1995 will have, the right to acquire
through presently exercisable stock options, as follows:
79,733, 74,967, 22,483 and 29,900 shares for Messrs. Bay,
Hays, Goecke and Cavey, respectively and 295,209 shares for
all executive officers and directors as a group.
(2) Unless otherwise indicated, beneficial ownership of any named
individual does not exceed 1% of the outstanding shares of the
class.
(3) Based on Schedule 13G dated February 13, 1995 filed by the
reporting person with the Securities and Exchange Commission.
4
Election of Directors
The Company's Board of Directors is composed of nine members,
divided into three classes. Each class serves for three years on
a staggered term basis. Of the nine current Directors of the
Company, seven are not employees of the Company. Mr. Daugherty
and Mr. Bay are currently employed by the Company, such
employment constituting their principal occupation for at least
the last five years.
Three Directors have terms of office that expire at the 1995
Annual Meeting. They have been nominated by the Board of
Directors for reelection for a three-year term. These nominees
are:
Charles M. Harper
Lloyd P. Johnson
Thomas F. Madison
Unless authority to vote for directors is withheld, it is
intended that the shares represented by the enclosed proxy will
be voted for the election of the nominees named above. In the
event any of such nominees becomes unavailable for election, the
proxy holders will have discretionary authority to vote the
proxies for a substitute. The Board of Directors has no reason
to believe that any such nominee will be unavailable to serve.
Nominees For Election - Terms Expire 1998:
-----------------------------------------
Charles M. Harper, Age 67, Chairman of the Board, Chief Executive
Officer and Director of RJR Nabisco Holdings Corp. since June
1993, and Chairman of the Board and Director of Nabisco Holdings
Corp. since January 1995. Chairman of the Board of ConAgra, Inc.
1981 - May 1993, and Chief Executive Officer of ConAgra 1976 -
September 1992; Director, ConAgra, Inc., E.I. DuPont de Nemours &
Co., Inc., Norwest Corporation and Peter Kiewit Sons', Inc.
Served as Director of Company continuously since April 1979.
Valmont Stock: 37,000 shares
Lloyd P. Johnson, Age 64, Chairman of the Board and Director of
Norwest Corporation; Trustee, Minnesota Mutual Life Insurance
Company; Director, Cargill, Incorporated, Musicland Stores
Corporation; Member, Advisory Board of Directors, Minnegasco.
Served as Director of Company continuously since June 1991.
Valmont Stock: 5,000 shares
Thomas F. Madison, Age 59, President, MLM Partners since January
1993; Vice Chairman and Office of CEO of Minnesota Mutual Life
Insurance Company February 1994 - August 1994; President -
Markets, US West Communications June 1987 - December 1992;
Director, Eltrax Systems, Inc., Minnesota Mutual Life Insurance
Company, Voyageur Mutual Funds; Advisory Board of Directors,
Minnegasco.
Served as Director of Company continuously since June 1987.
Valmont Stock: 10,000 shares
5
Continuing Directors - Terms Expire 1997:
----------------------------------------
Robert B. Daugherty, Age 73, Chairman of the Board and Director
of the Company; Director, KN Energy, Inc. and Peter Kiewit Sons',
Inc.
Served as Director of Company continuously since March 1947.
Valmont Stock: 3,550,784 shares
Allen F. Jacobson, Age 68, Retired Chairman and Chief Executive
Officer of 3M Company; Director, 3M Company, Abbott Laboratories,
Deluxe Corporation, Mobil Corporation, Northern States Power
Company, Potlatch Corporation, Prudential Insurance Company of
America, Sara Lee Corporation, Silicon Graphics, Inc. and U S
WEST Inc.
Served as Director of Company continuously since July 1976.
Valmont Stock: 15,000 shares
Robert G. Wallace, Age 68, Retired Executive Vice President and
Director of Phillips Petroleum Co.; Director, CBI Industries,
Inc. and A. Schulman, Inc.
Served as Director of Company continuously since April 1984.
Valmont Stock: 7,000 shares
Continuing Directors - Terms Expire 1996:
-----------------------------------------
John E. Jones, Age 60, Chairman of the Board, President, Chief
Executive Officer and Director of CBI Industries, Inc. Director,
Allied Products Corporation, Amsted Industries Incorporated,
Interlake Corporation and NICOR Inc.
Served as Director of Company continuously since April 1993
Valmont Stock: 4,000 shares
Walter Scott, Jr., Age 63, Chairman of the Board, President and
Director of Peter Kiewit Sons', Inc.; Director, Berkshire
Hathaway, Inc., Burlington Resources, Inc., California Energy
Company, ConAgra, Inc., C-TEC Corporation, FirsTier Financial,
Inc. and MFS Communications Co., Inc.
Served as Director of Company continuously since April 1981.
Valmont Stock: 25,000 shares
Mogens C. Bay, Age 46, President and Chief Executive Officer of
the Company since August, 1993 and Director of the Company since
October, 1993. From November, 1990 to August, 1993 served as
President and Chief Operating Officer of the Irrigation Division
of the Company. Prior to November, 1990, served as President and
General Manager of the International Division of the Company.
Served as Director of Company continuously since October 1993.
Valmont Stock: 183,433 shares
6
(1) Messrs. Jacobson (Chairman), Harper, Johnson and Madison are members of the
Compensation Committee, which met three times during the last fiscal year. The
Compensation Committee, composed of directors who are not employees of the
Company, directs the administration of various management incentive plans;
takes action upon or makes recommendations to the Board of Directors on salary
changes for certain key management personnel; and takes action upon or makes
recommendations to the Board of Directors concerning certain employee benefit
plan matters.
Messrs. Scott (Chairman), Jones and Wallace are members of the Audit Committee,
which met three times during the last fiscal year. The Audit Committee,
composed of directors who are not employees of the Company, recommends
selection of the independent public accountants; reviews matters pertaining to
the audit, systems of internal control and accounting policies and procedures;
has approval authority with respect to services provided by the independent
public accountants; and directs and supervises investigations into matters
within the scope of its duties.
The Company does not have a standing Nominating Committee.
(2) The Board of Directors held five meetings during the last
fiscal year. During 1994, non-employee directors were
paid an annual fee of $25,000 plus $2,000 for each board
meeting and $1,000 for each committee meeting attended.
Committee chairmen receive an additional $6,000 per year.
Messrs. Harper, Jacobson, Johnson, Scott and Wallace have
elected to receive their fees in the form of deferred
compensation. Payments are to be made in fifteen annual
installments commencing one year after the earliest of
termination of service as a director of the company,
attainment of age 70, or death. The deferred fees accrue
interest indexed to U.S. Government bonds, compounded
monthly. Employee directors do not receive director or
meeting fees.
(3) Each non-employee director who is elected or continues as
a director following the Annual Shareholders Meeting
receives a non-discretionary stock award of 1,000 shares
each year following such meeting. Such shares are subject
to an agreement that the shares or the equivalent value
must be returned to the Company if the Director leaves the
Board unless such departure is due to (i) death, (ii)
retirement from the Board at mandatory retirement age, or
(iii) resignation or failure to stand for re-election with
the prior approval of the Board.
(4) During fiscal 1992 the Company entered into a service
agreement with PKS Information Services, Inc., ("PKS") a
subsidiary of Peter Kiewit Sons', Inc. Mr. Walter Scott,
a Director of the Company, is Chairman, President and
Director of Peter Kiewit Sons', Inc. The agreement, is
for a term of five years and covers the use of time on the
PKS mainframe computer equipment. In 1994 lease payments
totaled approximately $1,200,000. The Company believes
such payments were comparable to amounts that would have
been paid to an unaffiliated entity.
(5) See "Certain Shareholders" for additional information
on stock ownership.
7
</TABLE>
<TABLE>
Executive Compensation
The following Summary Compensation Table provides information on
the annual and long-term compensation for services paid by the
Company to the Chief Executive Officer and the four highest paid
executive officers for the three fiscal years ended December 31,
1994.
Summary Compensation Table
<CAPTION>
Long-Term Compensation
Annual Compensation Awards Payouts
------------------- -------------------
All
Name and Number of LTIP Other
Principal Position Year Salary($) Bonus($) Options(#) Payouts($)(4) Comp.($)(1)
------------------ ---- --------- -------- ---------- ------------- -----------
<S> <C> <C> <C> <C> <C> <C>
Mogens C. Bay (2) 1994 $396,366 $403,605 50,000 $19,585 $36,880
President and Chief 1993 247,154 209,544 0 0 20,551
Executive Officer 1992 166,150 118,478 40,000 0 12,808
Robert B. Daugherty 1994 346,538 365,154 0 18,395 32,854
Chairman of the Board 1993 243,846 113,163 0 0 16,065
of Directors 1992 240,000 86,882 0 0 14,710
Lewis P. Hays (2) 1994 214,038 300,263 0 11,362 23,655
President and Chief Operating 1993 200,385 95,044 0 0 13,294
Officer - Industrial and 1992 166,150 143,747 20,000 0 13,945
Construction Products
Joseph M. Goecke (2) 1994 199,212 221,913 10,000 10,550 19,425
President and Chief Operating 1993 154,846 155,733 0 0 13,976
Officer - Valmont Irrigation 1992 -- -- -- -- --
Gary L. Cavey (3) 1994 133,819 221,154 15,000 0 15,973
President, North America 1993 -- -- -- -- --
Operations - Industrial and 1992 -- -- -- -- --
Construction Products
</TABLE>
(1)Amounts represent the Company's contribution under the Valmont
Employee Retirement Savings Plan and related Restoration
Plan.
(2)Messrs. Bay, Hays and Goecke hold 3,000, 2,000 and 3,000
restricted shares of the Company's common stock,
respectively, which on December 31, 1994 were valued at
$51,000, $34,000 and $51,000 respectively. The restrictions
lapse in February, 1999. The executive receives dividends
paid on the restricted stock.
(3)Mr. Bay became Chief Executive Officer in August 1993. Mr.
Goecke and Mr. Cavey became executive officers in August 1993
and July 1994, respectively.
(4)The Company's Long-Term Performance Program operates on a
three-year award cycle. Target Awards were established in
1992 for the 1992-1994 cycle.
8
Stock Option Grants In Fiscal Year 1994
The following table provides information on 1994 stock option
grants to executive officers named in the Summary Compensation
Table:
<TABLE>
<CAPTION>
Potential Realizable
Value at Assumed
Annual Rates of
Stock Price Appreciation
Individual Grants for Option Term (2)
____________________________________________________________________________ _____________________
% of Total
Options
Granted to Exercise
Options Employees In Price ($) Expiration
Name Granted(1)(4) Fiscal Year Per Share Date 5% ($) 10% ($)
---- ------------- ----------- --------- ---- ------ -------
<S> <C> <C> <C> <C> <C> <C>
Mogens C. Bay 50,000 32.9% 16.25 Dec. 11, 2004 510,977 1,294,916
Robert B. Daugherty -- -- -- -- -- --
Joseph M. Goecke 10,000 6.6% 16.25 Dec. 11, 2004 102,195 258,983
Lewis P. Hays -- -- -- -- -- --
Gary L. Cavey 15,000 9.9% 16.25 Dec. 11, 2004 153,293 388,475
________________________________________________________________________________________________________
All Shares Outstanding (3) 117,987,169 299,002,650
</TABLE>
(1) All options were granted on December 12, 1994, and become
exercisable in three equal annual installments commencing on
the first anniversary of the grant.
(2) Potential realizable value is based on the assumption
that the common stock price appreciates at the annual rate
shown (compounded annually) from the date of grant until the
end of the ten-year option term. The numbers are calculated
based on the requirements promulgated by the Securities and
Exchange Commission. The actual value, if any, an executive
may realize will depend on the excess of the stock price over
the exercise price on the date the option is exercised (if the
executive were to sell the shares on the date of exercise) so
there is no assurance that the value realized will be at or
near the potential realizable value as calculated in this
table.
(3) All shares outstanding represents the increase in total
Company shareholder value if the stock price and assumed rates
used in the stock option assumptions are achieved multiplied
by the number of shares outstanding at the end of fiscal 1994
(11,545,255).
(4) No stock appreciation rights were granted during fiscal
1994.
9
<TABLE>
Options Exercised in Fiscal Year 1994 and Final Year End Values
The following table provides information on the exercise of stock
options during fiscal 1994 and the status of the unexercised
stock options at the end of the year for the executive officers
named in the Summary Compensation Table.
<CAPTION>
Value of Unexercised
Number of Unexercised In-The-Money Options
Shares Options at FY-End (#) at FY-End ($) (2)
Acquired On Value --------------------- -----------------
Exercise(#) Realized($)(1) Exercisable Unexercisable Exercisable Unexercisable
----------- -------------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Mogens C. Bay 6,800 $63,438 79,733 76,667 $565,075 $37,500
Robert B. Daugherty 0 0 0 0 0 0
Lewis P. Hays 8,000 91,875 74,967 13,333 547,338 0
Joseph M. Goecke 3,200 18,200 22,483 15,333 93,276 7,500
Gary L. Cavey 1,200 6,825 29,900 23,000 163,950 11,250
</TABLE>
(1)Value realized is the difference between the closing price of
the Company's Common Stock on the day of exercise and the
option exercise price multiplied by the number of shares.
(2)Value is the difference between the closing price of the
Company's Common Stock on the last trading day of fiscal 1994
and the option exercise price of the in-the-money options
multiplied by the number of in-the-money options.
10
Compensation Committee Report
on Executive Compensation
Valmont's executive compensation policies and practices are
approved by the Compensation Committee of the Board of Directors
(the "Committee"). The Committee consists of four Directors who
are not employees of the Company. The Committee's determinations
on compensation of the Chief Executive Officer and other
executive officers are reviewed with and approved by all the non-
employee Directors who constitute a majority of the Board.
The Committee has implemented compensation policies, plans and
programs which seek to enhance shareholder value, by aligning the
financial interests of the Company's executive officers with
those of its shareholders. Annual base salaries are generally
set at competitive median levels. The Company relies on annual
and long-term incentive compensation and stock options to
attract, retain and incent executive officers and other key
employees. Incentive compensation is variable and tied to
corporate, business unit and individual performance. The plans
are designed to provide incentive to management to grow earnings,
enhance shareholder value and focus on the long-term growth of
the Company. All incentive compensation plans are reviewed at
least annually to assure their linkage to the current strategies
and needs of the business. The Company's programs have been
designed so that compensation paid to named executive officers in
1994 will be deductible under the Internal Revenue Code's $1
million compensation limits for deductibility.
Valmont's executive compensation is based on four components,
each of which is intended to serve the overall compensation
philosophy.
Base Salary. Base salary is targeted at the median level for
industrial manufacturing companies of similar characteristics
such as sales volume, capitalization, and financial performance.
Salaries for executive officers are reviewed by the Committee on
an annual basis and may be increased at that time based on the
individual's performance or a change in competitive pay levels in
the marketplace.
The Committee reviews with the Chief Executive Officer and the
human resources executive and approves, with modifications it
deems appropriate, an annual salary plan for the Company's
executive officers (other than the Chief Executive Officer).
This salary plan is developed by the Company's human resources
staff under the ultimate direction of the Chief Executive Officer
based on peer group and national surveys of industrial
manufacturing organizations with similar characteristics and on
performance judgments as to the past and expected future
contributions of the individual executive. In addition, the
Committee periodically is advised by independent compensation
consultants concerning salary competitiveness. The Committee
reviews and fixes the base salary of the Chief Executive Officer
based on similar competitive compensation data and the
Committee's assessment of his past performance, his leadership in
establishing performance standards in the conduct of the Company
business, and its expectation as to his future contributions in
directing the long-term success of the Company and its
businesses.
11
Annual Incentives. The Company's annual incentives are
established under the Total Value Impact Plan (TVI). The
Committee believes that an executive's annual bonus should be
based on optimizing operating profits and prudent management of
the capital employed in the business. Accordingly, the TVI plan
establishes target performance levels based upon the Company's or
business units' net operating income after tax less the cost of
capital. A minimum threshold level must be met before any awards
are earned. Awards increase as performance rises above threshold
levels. Thresholds and formulas are approved by the Committee at
the beginning of the fiscal year. Individual award targets are
based on pre-determined percentages of base salary considering
the individual's position and the Committee's assessment of the
individual's expected contribution in such position. For 1994,
the Committee approved an aggregate payout of $2,042,009 to
twelve executive officers based upon achievement of targets under
TVI.
Long-Term Performance Incentives. Long-term performance
incentives are provided through the Long-Term Incentive Program
established under the Company's 1988 Stock Plan. The Program
operates on three-year award cycles. Target Awards were
established in 1992 for the three-year cycle 1992-1994. The
Committee reviews and approves the participation of executive
officers under this Plan. Awards are earned if specific goals on
profitability and growth are met during the three year award
cycle. Greater or lesser awards may be earned for greater or
lesser levels of performance. For the current three year award
cycle ending in 1994, a minimum earnings target was required
before any awards are earned. Awards can be paid in cash or
stock, at the discretion of the Compensation Committee, and may
be payable in up to three annual installments after the end of
the fiscal year in which an award is determined. If applicable,
the second and third annual installments are adjusted upward or
downward depending on the market performance of Valmont's common
stock which is intended to further enhance the tie between the
executive's pay and shareholder value. The Company's earnings
did not reach the minimum target in the plan for 1992 and 1993,
the first two years of the cycle ending in 1994. Earnings for
the year 1994 exceeded the minimum target which resulted in
awards of $148,673 being paid to ten executive officers
participating in the plan.
Long-Term Stock Incentives. Long-term stock incentives are
provided through grants of stock options and restricted stock to
executive officers and other key employees pursuant to the
Company's 1988 Stock Plan. This component is intended to retain
and motivate employees to improve long-term shareholder value.
Stock options are granted at the prevailing market value and only
have value if the Company's stock price increases. Generally,
stock options vest beginning on the first anniversary of the
grant in equal amounts over three to six years and employees must
be employed by the Company at the time of vesting in order to
exercise the options. As in the case of the long-term
performance plan, the Committee believes this feature of the
compensation program directly links the participant's interests
with those of the shareholders and to the long-term performance
of the Company.
12
The Committee approves the number and terms of options granted to
the executive officers. The Committee encourages executives to
build a substantial ownership investment in the Company's common
stock. The Option Exercises table on page 10 reflects the
additional investment made by certain executive officers during
1994. The table on page 4 reflects the ownership position of the
directors and executive officers at March 3, 1995. Outstanding
performance by an individual executive officer is recognized
through larger option grants. The Committee, in determining
grants of stock options, also reviews and considers the
executive's history of retaining shares previously obtained
through the exercise of prior options. The Committee granted
options for an aggregate of 117,500 shares to eight executive
officers during 1994.
Restricted stock grants are also a part of the Company's long-
term stock incentives. Restricted stock awards will be issued
when performance results and the strategic needs of the business
warrant. There were no restricted stock awards in 1992, 1993 or
1994 to executive officers.
Chief Executive Officer Compensation. The Committee determines
the Chief Executive Officer's (CEO) compensation based upon a
number of factors and criteria. The salary is based upon a
review of the salaries of Chief Executive Officers for industrial
manufacturing companies of similar characteristics, input from
periodic reviews by independent compensation consultants, and
upon a review by the Committee of the CEO's performance.
The Committee increased Mr. Bay's salary to the current level of
$437,000 per year during 1994, which is at the mid range of
salaries of Chief Executive Officers of industrial manufacturing
companies comparable in sales, capitalization and financial
performance, and to reward his prior performance. The Annual
Incentive Plan award of $403,605 paid to Mr. Bay for 1994 was
based on the Company achieving a 30% increase in earnings from
continuing operations, pursuant to performance targets
established by the Committee in the first quarter of 1994. The
Long Term Incentive award of $19,585 was based upon the company's
earnings performance exceeding the 1994 target set by the
Committee in 1992. Mr. Bay received a non-qualified stock option
grant of 50,000 shares in 1994. He did not receive a stock
option grant during 1993. The number of shares awarded in the
1994 grant, when valued at the stock price the date of grant, was
approximately two times Mr. Bay's salary which the Committee
believes is a competitive annual grant compared to CEO stock
grants at other comparable industrial manufacturing companies and
recognizes the improved performance of the business in 1993 and
1994 under Mr. Bay's leadership.
The Committee believes that the programs described above provide
compensation that is competitive with comparable manufacturing
companies, links executive and shareholder interest and provides
the bases for the Company to attract and retain qualified
executives.
Compensation Committee
Allen F. Jacobson, Chairman
Charles M. Harper
Lloyd P. Johnson
Thomas F. Madison
13
Shareholder Return Performance Graphs
Effective this year, the Company is changing its comparative
broad equity market index from the Standard & Poor's (S&P) 500
Stock Index to the S&P SmallCap 600 Index, and accordingly is
presenting both indexes in the graphs that follow. This change
in broad equity market index was prompted by the recent
development of the S&P SmallCap 600 Index, which includes the
Company. The Company believes that the new index consists of
companies whose market capitalization is more comparable to its
own.
The following graphs compare the yearly change in cumulative
total shareholder return on the Company's Common Stock with the
cumulative total returns of the S&P 500 Stock Index, the S&P
SmallCap 600 Index and an index consisting of a combination of
the S&P's Electrical Equipment and Machinery Diversified indexes
for the five and ten year periods ended December 31, 1994. The
graphs assume that the value of the investment in Valmont Common
Stock and each Index was $100 on December 31, 1989 and December
31, 1984, respectively, and that all dividends were reinvested.
(The five year graph has an x-axis by year and a y-axis by dollar
amount.)
<TABLE>
A table of items and values plotted on the graph are as follows:
<CAPTION>
1989 1990 1991 1992 1993 1994
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Valmont Industries, Inc. $100 $63 $61 $103 $115 $99
S & P 500 Index $100 $97 $126 $136 $150 $152
S & P SmallCap 600 Index $100 $76 $113 $137 $163 $155
S & P Electrical Equip-
ment and Machinery Index $100 $91 $118 $128 $159 $160
</TABLE>
(The ten year graph has an x-axis by year and a y-axis by dollar
amount.)
<TABLE>
A table of items and values plotted on the graph are as follows:
<CAPTION>
1984 1985 1986 1987 1988 1989
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Valmont Industries, Inc. $100 $86 $82 $113 $259 $438
S & P 500 Index $100 $132 $156 $164 $191 $252
S & P SmallCap 600 Index $100 $132 $137 $118 $141 $161
S & P Electrical Equip-
ment and Machinery Index $100 $131 $148 $169 $175 $238
</TABLE>
<TABLE>
<CAPTION>
1990 1991 1992 1993 1994
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Valmont Industries, Inc. $276 $266 $450 $501 $434
S & P 500 Index $244 $318 $342 $376 $382
S & P SmallCap 600 Index $123 $183 $221 $263 $250
S & P Electrical Equip-
ment and Machinery Index $217 $282 $306 $381 $383
</TABLE>
14
Independent Public Accountants
The firm of KPMG Peat Marwick LLP has been appointed by the Board
of Directors to conduct the 1995 audit of the Company's financial
statements. The same firm conducted the 1994 audit. The Board
of Directors requests that shareholders ratify this appointment.
A representative from KPMG Peat Marwick LLP will be present at
the Shareholders' Meeting and will have the opportunity to make a
statement and to respond to appropriate questions.
Shareholder Proposals
Shareholder proposals intended to be presented at the next annual
meeting must be received by the Company no later than November
24, 1995 in order to be considered for inclusion in the proxy
statement for such meeting.
Other Matters
The Board of Directors does not know of any matter, other than
those described above, that may be presented for action at the
Annual Meeting of Shareholders. If any other matter or proposal
should be presented and should properly come before the meeting
for action, the persons named in the accompanying proxy will vote
upon such matter and upon such proposal in accordance with their
best judgment.
By Order of the Board of
Directors
/s/Thomas P. Egan, Jr.
Thomas P. Egan, Jr.
Secretary
Valmont Industries, Inc.
15
PROXY
Valmont Industries, Inc.
Proxy for the Annual Meeting of Shareholders on April 18, 1995
The undersigned hereby constitutes and appoints Robert B.
Daugherty and Mogens C. Bay, or either of them, or any substitute
appointed by either of them, the undersigned's agents, attorneys
and proxies to vote, as designated below, the number of shares
the undersigned would be entitled to vote if personally present
at the Annual Meeting of the Shareholders of Valmont Industries,
Inc., to be held at the Joslyn Art Museum, 2200 Dodge Street,
Omaha, Nebraska 68102, on April 18, 1995, at 2:00 p.m., local
time or at any adjournments thereof.
1) ELECTION OF DIRECTORS
[ ] FOR all nominees listed below (except as marked to the
contrary below)
[ ] WITHHOLD AUTHORITY
to vote for all nominees listed below
_________________________________________________________________
Charles M. Harper
Lloyd P. Johnson
Thomas F. Madison
(Instruction: To withhold authority to vote for any individual
nominee, write the nominee's name on the space provided below.)
_________________________________________________________________
2) PROPOSAL to ratify the appointment of KPMG Peat Marwick LLP
as independent accountants for fiscal 1995.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3) IN THEIR DISCRETION, the Proxies are authorized to
vote upon such other business as may properly come before the
meeting.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER
DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF PROPERLY
EXECUTED AND NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR
PROPOSALS 1 AND 2.
Dated this ___ day of _______________, 1995.
Signature_________________________________
Signature_________________________________
(When signing as attorney, executor,
administrator, trustee, guardian or
conservator, designate full title. All
joint tenants must sign.)
