<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 Section240.14a-11(c) or
Section240.14a-12
POWER-ONE, INC.
- --------------------------------------------------------------------------------
(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:
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(4) Date Filed:
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<PAGE>
[LOGO]
740 CALLE PLANO
CAMARILLO, CALIFORNIA 93012
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders of
Power-One, Inc. which will be held at the Radisson Hotel, located at 30100
Agoura Road, Agoura Hills, California on Tuesday, May 5, 1998, at 10:00 A.M.
(local time).
At the Annual Meeting, holders of Common Stock will elect two Class I
Directors. In addition, all stockholders will be asked to approve an amendment
to the Company's 1996 Stock Incentive Plan and to ratify the appointment of
Deloitte & Touche LLP as the Company's independent auditors for the 1998 fiscal
year. The attached Proxy Statement contains information about these matters.
The Company's management would like you to attend. HOWEVER, WHETHER OR NOT
YOU PLAN TO ATTEND THE ANNUAL MEETING, IT IS IMPORTANT THAT YOUR SHARES BE
REPRESENTED. Accordingly, please sign, date and return the enclosed proxy card
which will indicate your vote upon the matters to be considered. If you do
attend the meeting and desire to vote in person, you may do so by withdrawing
your proxy at that time.
I hope you will be able to attend the Annual Meeting and look forward to
seeing you on May 5, 1998.
Sincerely,
[LOGO]
Steven J. Goldman
CHAIRMAN OF THE BOARD, CHIEF
EXECUTIVE OFFICER AND PRESIDENT
April 6, 1998
<PAGE>
[LOGO]
740 CALLE PLANO
CAMARILLO, CALIFORNIA 93012
------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
MAY 5, 1998
------------------------
The Annual Meeting of Stockholders of Power-One, Inc. (the "Company") will
be held on Tuesday, May 5, 1998 at 10:00 A.M. (local time) at the Radisson
Hotel, located at 30100 Agoura Road, Agoura Hills, California for the following
purposes:
(1) To elect two Class I Directors for a three year term, each of whom shall
be elected by the holders of the Common Stock;
(2) To approve an amendment to the Company's 1996 Stock Incentive Plan;
(3) To ratify the appointment of Deloitte & Touche LLP as the Company's
independent auditors for the 1998 fiscal year; and
(4) To transact such other business as may properly come before the Annual
Meeting.
Only stockholders of record at the close of business on March 25, 1998 will
be entitled to notice of, and to vote at, the Annual Meeting or at any
adjournment thereof. Each stockholder, even though he or she may presently
intend to attend the Annual Meeting, is requested to sign and date the enclosed
proxy card and return it without delay in the enclosed postage-paid envelope.
Any stockholder present at the Annual Meeting may withdraw his or her proxy card
and vote in person on each matter properly brought before the Annual Meeting.
Please sign, date and mail the enclosed proxy card promptly in the enclosed
envelope, so that your shares of stock may be represented at the meeting.
By Order of the Board of Directors,
[LOGO]
Eddie K. Schnopp
SECRETARY
April 6, 1998
<PAGE>
[LOGO]
740 CALLE PLANO
CAMARILLO, CALIFORNIA 93012
------------------------
PROXY STATEMENT
---------------------
GENERAL
Power-One, Inc. (the "Company") is furnishing this Proxy Statement to the
holders of Common Stock of the Company (the "Stockholders") in connection with
the solicitation of proxies for use at the Company's Annual Meeting of
Stockholders to be held on Tuesday, May 5, 1998, at 10:00 A.M. (local time) and
at any adjournment thereof. The Annual Meeting of Stockholders will be held at
the Radisson Hotel, located at 30100 Agoura Road, Agoura Hills, California.
The Board of Directors of the Company is making this solicitation. The
Company's principal executive offices are located at 740 Calle Plano, Camarillo,
California 93012, telephone (805) 987-8741. This Proxy Statement, proxy card and
Notice of Annual Meeting of Stockholders are being mailed to stockholders on or
about April 6, 1998.
The shares represented by any proxy in the enclosed form, if such proxy is
properly executed and is received by the Company prior to or at the Annual
Meeting, will be voted in accordance with the specifications made thereon.
Proxies received by the Company on which no specification has been made by the
Stockholder will be voted in favor of the nominees to the Board of Directors
listed in this Proxy Statement, for approval of the amendment to the Company's
1996 Stock Incentive Plan described in this Proxy Statement and for the
ratification of Deloitte & Touche LLP as the Company's independent public
accountants for the 1998 fiscal year.
Any Stockholder may revoke his or her proxy at any time before it is voted
at the Annual Meeting by giving written notice of such revocation to the
Secretary of the Company at the address of the Company indicated above. A
Stockholder may give notice by filing a duly executed proxy bearing a later date
or by attending the Annual Meeting and voting in person.
Stockholders of record at the close of business on March 25, 1998 are
entitled to notice of and to vote at the Annual Meeting. On March 25, 1998 the
issued and outstanding voting securities of the Company consisted of 17,059,585
shares of Common Stock.
The Company will pay the cost of this proxy solicitation. Brokers and
nominees should forward soliciting materials to the beneficial owners of the
stock held of record by such persons. The Company will reimburse such persons
for their reasonable forwarding expenses. In addition to the use of the mails,
directors, officers and regular employees of the Company, who will not receive
additional compensation therefor, may solicit proxies by personal contact or by
telephone or other means of communication.
VOTING SECURITIES
The Stockholders have one vote per share on all matters on which they are
entitled to vote. Pursuant to the Company's Restated Certificate of
Incorporation, the Stockholders will elect two Class I directors (the "Class I
Directors"), each of whom will be elected for a three year term.
1
<PAGE>
The presence at the Annual Meeting, in person or by proxy, of the holders of
a majority of the outstanding shares of the Company's Common Stock will
constitute a quorum for the holding of a meeting of the holders of Common Stock
for the purpose of electing the two Class I Directors, approving an amendment to
the 1996 Stock Incentive Plan and ratifying the appointment of Deloitte & Touche
LLP as independent public auditors for the Company. Assuming the presence of
such a quorum, the Class I Directors will be elected, the amendment to the 1996
Stock Incentive Plan will be approved and the appointment of Deloitte & Touche
LLP as independent public auditors for the Company for the 1998 fiscal year will
be ratified, each by a majority of the votes cast by the holders of the Common
Stock.
The inspector of elections appointed by the Company will count all votes
cast in person or by proxy at the Annual Meeting. Abstentions will be treated as
shares that are present and entitled to vote for purposes of determining the
presence of a quorum, but will not be treated as votes cast for purposes of
determining the approval of any matter submitted for a vote of the stockholders.
BOARD OF DIRECTORS
ELECTION OF DIRECTORS
The two nominees proposed for election as Class I Directors by the
Stockholders at the Annual Meeting are Steven J. Goldman and Dr. Albert Y.C. Yu.
Both of the nominees for director are currently serving as directors. Each
director will serve until the annual meeting of Stockholders in 2001 or until
his successor is elected and qualified or until the earlier of his death,
resignation or removal.
Proxies in the enclosed form will be voted, unless authority is withheld,
for the two nominees for Class I Director named below. Each nominee has
indicated his willingness to serve if elected, but if any nominee should become
unable to serve, the proxies solicited hereby will be voted for the election of
such other person as the Company's Directors shall select. The information below
concerning each nominee has been furnished to the Company by such nominee.
NOMINEES FOR ELECTION AS CLASS I DIRECTORS
Each Stockholder may vote to elect two Class I Directors at the Annual
Meeting. The nominees for election to the Board of Directors to represent the
Stockholders are:
<TABLE>
<CAPTION>
FIRST
YEAR
NAME OF NOMINEE AGE(1) PRINCIPAL OCCUPATION CLASS ELECTED
- ----------------------------- --------- ------------------------------------------------------- --------- ---------
<S> <C> <C> <C> <C>
Steven J. Goldman............ 40 Chairman of the Board, Chief Executive Officer and I 1988
President of Power-One, Inc.
Albert Y.C. Yu............... 57 Senior Vice President, Intel Corporation I 1997
</TABLE>
- ------------------------
(1) As of March 31, 1998.
STEVEN J. GOLDMAN. Mr. Goldman became the President and Chief Executive
Officer of the Company in 1990 and was named Chairman of the Board in February
1997. Mr. Goldman, who joined the Company in 1982, held several positions in the
Company from 1982 through 1988, including Vice President of Engineering. From
1988 to 1990, Mr. Goldman was a Senior Vice President and the Chief Financial
Officer of the Company. He received his B.S. degree in electrical engineering
from the University of Bridgeport and his M.B.A. degree from Pepperdine
University's Executive program. Mr. Goldman is a contributing member and
co-membership chairman of the San Fernando Valley Chapter of the Young
President's Organization.
DR. ALBERT Y.C. YU. Dr. Yu, who became a director in October 1997, is a
Senior Vice President of Intel Corporation. In his twenty-two years with Intel,
Dr. Yu has held a number of senior management positions in manufacturing,
technology development, product planning and general management. Prior to
joining
2
<PAGE>
Intel, Dr. Yu was Director of Device Physics at Fairchild Semiconductor. Dr. Yu
received his Ph.D. and M.S. from Stanford University and his B.S. from
California Institute of Technology, all in Electrical Engineering.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF THE CLASS I
DIRECTORS LISTED ABOVE. PROXIES RECEIVED BY THE COMPANY WILL BE VOTED IN FAVOR
OF THE ABOVE NOMINEES UNLESS A CONTRARY CHOICE IS INDICATED.
CLASS II AND III DIRECTORS
The following directors are currently directors of the Company and their
terms have not expired. The Company expects these directors to continue to serve
until the expiration of their terms.
<TABLE>
<CAPTION>
FIRST
YEAR
NAME OF DIRECTOR AGE(1) PRINCIPAL OCCUPATION CLASS(2) ELECTED
- ----------------------------- --------- ----------------------------------------------------- --------- ---------
<S> <C> <C> <C> <C>
Jon E.M. Jacoby.............. 60 Director and Executive Vice President of Stephens III 1995
Group, Inc.
Douglas H. Martin............ 44 Senior Vice President of Stephens Group, Inc. II 1995
</TABLE>
- ------------------------
(1) As of March 31, 1998.
(2) The Class II and Class III directors will be up for re-election at the
Annual Meeting in 1999 and 2000, respectively.
JON E.M. JACOBY. Mr. Jacoby is a director and an Executive Vice President
of Stephens Group, Inc. Mr. Jacoby is a Senior Executive Vice President of
Stephens Inc., an affiliate of Stephens Group, Inc., where he has been employed
since 1963. He received his B.S. degree from the University of Notre Dame and
his M.B.A. from Harvard Business School. He is a director of Delta & Pine Land
Company and Beverly Enterprises, Inc.
DOUGLAS H. MARTIN. Mr. Martin is a Senior Vice President of Stephens Group,
Inc. and a Senior Vice President of Stephens Inc., where he has been employed
since 1981. He received his B.A. degree in physics and economics from Vanderbilt
University and his M.B.A. from the Stanford University Graduate School of
Business.
DIRECTORS' COMPENSATION
In consideration for acting as a director of the Company, each non-employee
director is paid $5,000 for each year of service, as well as $3,000 for each
Board of Directors, Compensation Committee and Audit Committee meeting attended.
The Company's non-employee directors have also received, and will continue to
receive, options to purchase the Company's Common Stock.
3
<PAGE>
BOARD OF DIRECTORS MEETINGS
The Board of Directors acted by the unanimous written consent of the board
members on five occasions during 1997. Although the directors met unofficially
on numerous occasions, there were no official board meetings in 1997.
BOARD COMMITTEES
AUDIT COMMITTEE
The Company's Audit Committee, comprised of Messrs. Jacoby and Martin, makes
recommendations concerning the engagement of independent public accountants,
reviews with the independent public accountants the plans and results of such
audit engagement, approves professional services provided by the independent
public accountants, reviews independence of the independent public accountants,
considers the range of audit and non-audit fees and reviews the adequacy of the
Company's internal accounting controls. The Audit Committee, which was
established on October 1, 1997 did not meet in 1997.
COMPENSATION COMMITTEE
The Company's Compensation Committee, comprised of Messrs. Jacoby and
Martin, determines compensation of the Company's executive officers and
administers the Company's 1996 Stock Incentive Plan (the "1996 Plan"). The
current executive officers' salaries were set by the Board of Directors prior to
the establishment of the Compensation Committee, except that Mr. Goldman did not
participate in decisions regarding his salary. The Compensation Committee has
also established a plan that sets forth the criteria for bonuses. See
"Compensation Committee Report." The Compensation Committee, which was
established on October 1, 1997 did not meet in 1997.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS, AND MANAGEMENT
The following table sets forth certain information regarding the beneficial
ownership of the Company's outstanding Common Stock as of March 15, 1998 by (i)
all those known by the Company to be beneficial owners of more than 5% of the
Company's outstanding Common Stock, (ii) each director and each executive
officer of the Company and (iii) all directors and executive officers of the
Company as a group. The address of each person listed is in care of the Company,
740 Calle Plano, Camarillo, California 93012, unless otherwise indicated.
<TABLE>
<CAPTION>
SHARES
BENEFICIALLY
OWNED PERCENTAGE OF ALL
----------------- COMMON STOCK
NAME OF BENEFICIAL OWNER NUMBER(1) OUTSTANDING
- ----------------------------------------------------------------------------- ----------------- -------------------
<S> <C> <C>
Stephens Group, Inc.(2)(3)................................................... 3,704,050 21.7%
Steven J. Goldman(4)......................................................... 1,838,497 10.8
Eddie K. Schnopp(5).......................................................... 358,184 2.1
Dennis R. Roark.............................................................. 523,275 3.1
David J. Hage................................................................ 480,011 2.8
Brad W. Godfrey(6)........................................................... 244,438 1.4
Jon E.M. Jacoby(2)(7)........................................................ 1,447,385 8.5
Douglas H. Martin(2)(8)...................................................... 109,771 *
Albert Y.C. Yu............................................................... 5,300 *
All executive officers and directors as a group (8 persons).................. 5,006,861 29.4
</TABLE>
- ------------------------
* Less than one percent.
4
<PAGE>
(1) Gives effect to options exercisable within 60 days of March 15, 1998.
(2) Address is c/o Stephens Group, Inc., 111 Center Street, Little Rock,
Arkansas 72201.
(3) Based on a report on Schedule 13D filed on December 30, 1997 and a Form 4
filed in March 1998 by Stephens Group, Inc., affiliates of Stephens Group,
Inc. own, in the aggregate, an additional 3,990,590 shares (23.4% of shares
outstanding). Stephens Group, Inc. has advised the Company that it does not
act as a group with any of its affiliates. Mr. Jacoby is a director and an
officer of Stephens Group, Inc. and its subsidiary, Stephens Inc. Mr. Martin
is an officer of Stephens Group, Inc. and its subsidiary, Stephens, Inc.
(4) Includes 750 shares owned by Mr. Goldman's wife's mother. Mr. Goldman
disclaims beneficial ownership of such shares.
(5) Includes 114,849 shares owned by Ms. Koep who is married to Mr. Schnopp and
1,300 shares owned by a trust for the benefit of Mr. Schnopp's children. Mr.
Schnopp disclaims beneficial ownership of such shares.
(6) Includes 1,750 shares owned by Mr. Godfrey's brother. Mr. Godfrey disclaims
beneficial ownership of such shares.
(7) Includes: 52,272 shares owned by J & J Partners as to which Mr. Jacoby has
shared power to vote and shared power of disposition, 209,088 shares owned
by Jacoby Enterprises, Inc., as to which Mr. Jacoby has sole power to vote
and sole power of disposition, 143,748 shares owned by Coral Two Corporation
as to which Mr. Jacoby has sole power to vote and sole power of disposition,
23,522 shares owned by Delaware Charter Guarantee & Trust F/B/O Jon E.M.
Jacoby Keogh as to which Mr. Jacoby has sole power to vote and sole power of
disposition, and 94,089 shares owned by Coral Partners in which Mr. Jacoby
is a general partner, and as to which Mr. Jacoby has shared power to vote
and shared power of disposition; also includes shares held by the following
entities as to which Mr. Jacoby disclaims beneficial ownership: 130,679
shares owned by Warren and Harriet Stephens Children's Trust UID 9/30/87 and
492,289 shares owned by Jackson T. Stephens Grandchildren's Trust AAAA UID
1/26/96 as to which Mr. Jacoby, as sole trustee, has sole power to vote and
sole power of disposition; and includes 39,203 shares owned by Grandchild's
Trust One UID 12/16/85, 39,203 shares owned by Grandchild's Trust Two UID
12/16/85, 39,203 shares owned by Grandchild's Trust Three UID 12/89, 30,000
shares owned by Susan Stephens Campbell 1995 Trust UID 12/4/95, 30,000
shares owned by Craig D. Campbell, jr. 1995 Trust UID 12/4/95 and 30,000
shares owned by Elizabeth Chisum Campbell 1995 Trust UID 12/4/95, as to
which Mr. Jacoby, as a co-trustee, has shared power to vote and shared power
of disposition. Does not include shares owned by Stephens Group, Inc. or
other of its affiliates, except for the affiliates mentioned in this
footnote.
(8) Includes: 41,818 shares owned by Stephens Inc. custodian for Douglas H.
Martin IRA, as to which Mr. Martin has sole power to vote and sole power of
disposition. Does not include shares owned by Stephens Group, Inc. or other
of its affiliates.
5
<PAGE>
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION*
In October 1997, the Company consummated its initial public offering (the
"Initial Offering"), and concurrently the Board of Directors established the
Compensation Committee. The Compensation Committee consists of Messrs. Jacoby
and Martin, both of whom are independent, non-employee directors. The
Compensation Committee is responsible for determining the compensation levels of
the senior officers of the Company. The Compensation Committee also administers
the Company's 1996 Plan and determines awards to be made under such plan to the
Company's officers as well as all other eligible individuals.
The Compensation Committee may consider other forms of compensation, both
short and long-term, in addition to those described below, that is designed to
link compensation with achieving financial targets.
BASE SALARY. Basic compensation paid to the Company's executives during
1997 was established pursuant to pre-existing multi-year employment contracts
between the executives and the Company in conjunction with decisions made by the
Board of Directors. For 1998, the Compensation Committee set base salaries of
the Company's executives at levels designed to attract and retain highly
qualified individuals by offering a competitive salary.
BONUS COMPENSATION. Bonuses for the Company's management in 1997 were based
on a bonus plan that was approved by the Board of Directors (after discussions
with Mr. Schnopp and Ms. Koep). The bonuses were based on the EBITDA results of
the Company for the 1997 fiscal year. This bonus plan was adopted by the
Compensation Committee for fiscal 1998. For more information on the bonus plan,
please see the description provided under the "Employment Arrangements and
Agreements" section of this Proxy Statement.
DISCRETIONARY BONUS PLAN. In March 1998, the Compensation Committee adopted
a discretionary Executive Incentive Bonus Plan (the "Discretionary Bonus Plan").
Under the Discretionary Bonus Plan, the Company's executive officers can
receive, at the sole discretion of the Compensation Committee, a bonus of up to
50% of the executive's base salary (provided that total bonus compensation paid
under all plans to an executive may not exceed 100% of such executive's base
salary). This bonus is based upon the Compensation Committee's determination of
an individual's contribution to the Company in conjunction with the Company (i)
significantly exceeding projected earnings per share, (ii) having accelerated
sales growth, (iii) executing acquisitions in an efficient manner, and (iv)
achieving such other goals as the Board of Directors or the Compensation
Committee may determine.
EQUITY BASED COMPENSATION. The Compensation Committee will provide
long-term incentives linked to an increase in stock value by awarding, in
amounts, to persons, and at times it believes appropriate, stock options at the
fair market value on the date of grant. Outstanding stock options of the
executive officers of the Company, which were granted in 1996, are exercisable
in various increments on the third through seventh anniversaries of the date of
grant; provided, however, that such options may be exercisable on earlier dates
if certain financial goals of the Company are met. In 1997, the Company reached
certain of its financial targets and 20% of each officer's outstanding options
became exercisable. Options granted to all non-employee directors are
exercisable in annual 25% increments over a four-year period. For a more
detailed discussion of the Company's stock incentive plan, please see the
discussion in the "Employment Agreements and Arrangements" section of this Proxy
Statement.
- ------------------------
* This section of the Proxy Statement shall not be deemed to be incorporated
by reference by any general statement incorporating by reference this Proxy
Statement into any filings of the Company pursuant to the Securities Act of
1933 or the Securities Exchange Act of 1934, as amended, except to the
extent the Company specifically incorporates the section by reference
therein, and shall not be deemed soliciting material or otherwise deemed
filed under either such Acts.
6
<PAGE>
THE DEDUCTIBILITY OF EXECUTIVE COMPENSATION. Section 162(m) of the Internal
Revenue Code limits the deductibility to the Company of cash compensation in
excess of $1 million paid to the chief executive officer and the four highest
compensated executive officers during any taxable year, unless such compensation
meets certain requirements. The Company believes its bonus compensation and
stock incentive plans (as previously described), except with respect to the
discretionary management bonus plan, comply with the rules under Section 162(m)
for treatment as performance-based compensation, allowing the Company to fully
deduct compensation paid to executives under its plans.
THE COMPENSATION COMMITTEE
JON E.M. JACOBY DOUGLAS H. MARTIN
COMPENSATION OF EXECUTIVE OFFICERS
EXECUTIVE COMPENSATION
The following table sets forth, for the 1997, 1996 and 1995 fiscal years, a
summary of annual and long-term compensation awarded to, earned by, or paid to
the Chief Executive Officer of the Company and each of the four other most
highly compensated executive officers (the "Named Executive Officers") of the
Company:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
ANNUAL COMPENSATION -------------------
---------------------- OPTIONS TO PURCHASE ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS COMMON STOCK COMPENSATION
- ------------------------------------------------ --------- ---------- ---------- ------------------- -------------
<S> <C> <C> <C> <C> <C>
Stephen J. Goldman ............................. 1997 $ 302,536 $ 189,085 -- $ 3,659,541(1)
President and Chief Executive Officer 1996 $ 302,536 -- 82,000 $ *
1995 $ 302,536 $ 391,350 -- $ *
Eddie K. Schnopp ............................... 1997 $ 130,104 $ 81,315 -- $ 468,650(2)
Vice President--Finance and Logistics, Chief 1996 $ 110,084 -- 45,000 11,641(3)
Financial Officer and Secretary 1995 $ 110,084 $ 40,000 -- $ *
Dennis R. Roark ................................ 1997 $ 146,692 $ 91,682 -- $ 925,349(4)
Executive Vice President 1996 $ 141,024 -- 55,000 $ *
1995 $ 141,024 $ 40,000 -- $ *
David J. Hage .................................. 1997 $ 132,548 $ 95,473 -- $ 922,752(5)
Vice President--Sales and Marketing 1996 $ 125,008 22,500 55,000 $ *
1995 $ 125,008 $ 75,000 -- $ *
Brad W. Godfrey ................................ 1997 $ 114,109 $ 62,700 -- $ 500,895(6)
Vice President--Worldwide Manufacturing 1996 $ 107,640 200 45,000 36,013(7)
1995 $ 107,640 $ 40,200 -- $ 21,767(8)
</TABLE>
- ------------------------
* Less than $50,000 or 10% of the total salary and bonus for said year.
(1) Includes: car allowance of $13,260, reimbursement of club expenses of
$1,500, 401K matching of $4,602 and payment of $3,385,379 in cash and
$254,800 of stock (based on the price on the date of issuance) pursuant to
the terms of an employment and compensation agreement that provided for such
payment upon, among other things, an initial public offering by the Company.
(2) Includes: car allowance of $7,800, 401K matching of $3,771 and payment of
$365,673 in cash and $91,406 of stock (based on the price on the date of
issuance) pursuant to the terms of an employment
7
<PAGE>
and compensation agreement that provided for such payment upon, among other
things, an initial public offering by the Company.
(3) Includes: car allowance of $7,800 and 401K matching of $3,841.
(4) Includes: car allowance of $7,800, 401K matching of $3,053 and payment of
$813,906 in cash and $100,590 of stock (based on the price on the date of
issuance) pursuant to the terms of an employment and compensation agreement
that provided for such payment upon, among other things, an initial public
offering by the Company.
(5) Includes: car allowance of $7,800, 401K matching of $1,425 and payment of
$685,159 in cash and $228,368 of stock (based on the price on the date of
issuance) pursuant to the terms of an employment and compensation agreement
that provided for such payment upon, among other things, an initial public
offering by the Company.
(6) Includes: car allowance of $6,630, living expenses of $35,761, 401K matching
of $1,425 and payment of $356,531 in cash and $100,548 of stock (based on
the price on the date of issuance) pursuant to the terms of an employment
and compensation agreement that provided for such payment upon, among other
things, an initial public offering by the Company.
(7) Includes: car allowance of $13,260, living expenses of $21,229, and 401K
matching of $1,524.
(8) Includes: car allowance of $13,260, living expenses of $7,500, and 401K
matching of $1,007.
8
<PAGE>
EMPLOYMENT ARRANGEMENTS AND AGREEMENTS
EMPLOYMENT CONTRACTS
In 1997, each of Company's executive officers were employed pursuant to
employment agreements with the Company. All such agreements have expired and the
Company is not currently a party to any such agreement.
STOCK OPTION PLAN
In February 1996, the Company and its stockholders adopted the Company's
1996 Stock Incentive Plan (as amended, the "Plan"). The Plan provides a means to
attract, motivate, retain and reward key employees of the Company and its
subsidiaries and promote the success of the Company. The Plan, as amended by the
Board, provides that (i) the number of shares of Common Stock that may be
subject to outstanding grants and awards under the Plan shall not exceed
1,000,000 shares plus 10% of any increase in outstanding shares that occur after
August 31, 1997 (as measured on each December 31) and (ii) Non-Employee
Directors will receive certain stock options, as described below. The maximum
number of shares that may be subject to all awards granted to any individual in
any calendar year is limited to 500,000 shares.
The Plan provides that it will be administered by the Board of Directors or
a committee appointed by the Board of Directors. The Board of Directors
appointed the Company's Compensation Committee to administer the Plan after the
Offering. The Plan empowers the Compensation Committee, among other things, to
interpret the Plan, to make all determinations deemed necessary or advisable for
the administration of the Plan and to award to officers and other key employees
of the Company and its subsidiaries ("Eligible Employees"), as selected by the
Compensation Committee, options, including incentive stock options ("ISOs") as
defined in the code, stock appreciation rights ("SARs"), shares of restricted
stock, performance shares and other awards valued by reference to Common Stock,
based on the performance of the participant, the performance of the Company or
its Common Stock and/or such other factors as the Compensation Committee deems
appropriate. To date, only non-qualified stock options have been granted under
the Plan.
The Plan provides that options may be granted for such terms as the
Compensation Committee may determine but not greater than ten years after the
date of the Option. The Plan does not impose any minimum vesting period,
post-termination exercise period or pricing requirement, although in the
ordinary course, customary restrictions will likely be imposed. Options will
generally be exercisable during the holder's employment by the Company or by a
related company. Generally speaking, options which have become exercisable prior
to termination of employment will remain exercisable for ninety days thereafter
(180 days in the case of disability or death). Such periods, however, cannot
exceed the expiration dates of the Options. The Committee has the authority to
accelerate the exercisability of Options or (within the maximum ten-year term)
extend the exercisability periods.
Under the Plan, each director who is not an employee (a "Non-Employee
Director") will be granted stock options to purchase 40,000 shares of Common
Stock upon becoming a director at an exercise price equal to the market price of
the Common Stock on that date. Non-Employee Directors on the date of the
Offering were each granted stock options to purchase 40,000 shares of Common
Stock on the date of the Offering at the public offering price. Dr. Yu, upon
becoming a Director on the date of the Offer, was also granted additional stock
options to purchase 60,000 shares of Common Stock at the public offering price.
In addition, at the close of trading on the day of the annual stockholders
meeting in each calendar year beginning in the fourth year following the initial
grant, each Non-Employee Director on such date will be granted stock options to
purchase 10,000 shares of Common Stock at an exercise price equal to the market
price of the Common Stock on that date. All Non-Employee Director options have a
10-year term and will vest in equal annual installments over a four-year period
commencing on the first anniversary of the grant date. If a Non-Employee
Director's services are terminated for any reason other than the director's
death, disability or retirement, any portion of stock options held by such
director that are exercisable will remain
9
<PAGE>
exercisable for three months after such termination of services or until the
expiration of the term of such option, whichever occurs first. If the
Non-Employee Director dies, becomes disabled or retires, stock options held by
such director will become exercisable immediately and remain exercisable for one
year after the date of such termination of services or until the expiration of
such option, whichever first occurs.
The Plan may be terminated by the Compensation Committee or by the Board of
Directors at any time. In addition, the Compensation Committee or the Board may
amend the Plan from time to time, without the authorization or approval of the
Company's stockholders, unless that approval is required by law, agreement or
the rules of any exchange upon which the stock of the Company is listed. No
Option may be granted under the Plan after February 22, 2006, although options
previously granted may thereafter be amended consistent with the terms of the
Plan.
Upon the occurrence of a Change in Control Event (as defined in the Plan) in
addition to acceleration of vesting, an appropriate adjustment to the number and
type of shares or other securities or property subject to an option and the
price thereof may be made in order to prevent dilution or enlargement of rights
under options.
Individual awards may be amended by the Compensation Committee in any manner
consistent with the Plan, including amendments that effectively reprice options
without changes to other terms. Amendments that adversely affect the holder of
an option, however, are subject to his or her consent. The Plan is not exclusive
and does not limit the authority of the Board of Directors or the Compensation
Committee to grant other awards, in stock or cash, or to authorize other
compensation, under any other plan or authority.
MANAGEMENT BONUS PLAN
Under the Company's Management Bonus Plan, which covers certain key
employees, the Named Executive Officers can earn bonuses of up to 62.5% of their
salaries, except that Mr. Hage can earn a bonus of up to $100,000 under this
plan and the sales bonus plan described below and Mr. Godfrey's bonus cannot
exceed 50% of his salary. Bonuses are based on actual EBITDA realized by the
Company during any fiscal year as a percentage of planned EBITDA. Mr. Hage, who
is Vice President--Sales and Marketing, also participates in the Company's sales
bonus plan. Bonuses under the sales bonus plan are based on increases in net
sales over the prior year.
DISCRETIONARY BONUS PLAN
Under the Discretionary Bonus Plan, the Company's executive officers can
receive, at the sole discretion of the Compensation Committee, a bonus of up to
50% of the executive's base salary (provided that total bonus compensation paid
under all plans to an executive may not exceed 100% of such executive's base
salary). This bonus is based upon the Compensation Committee's determination of
an individual's contribution to the Company in conjunction with the Company (i)
significantly exceeding projected earnings per share, (ii) having accelerated
sales growth, (iii) executing acquisitions in an efficient manner, and (iv)
achieving such other goals as the Board of Directors or the Compensation
Committee may determine.
401(K) SAVINGS AND THRIFT PLAN
The Company has a defined contribution 401(k) plan that covers substantially
all full-time Camarillo employees who have been employed during an open
enrollment period. The 401(k) plan allows all such employees to defer amounts up
to the statutory limit each year. The Company has a discretionary matching
program under which, in 1997, the Company matched 50% of the first 3% and 25% of
the next 3% of employee contributions.
10
<PAGE>
EMPLOYEE STOCK PURCHASE PLAN
The Company adopted, effective January 1, 1998, the Employee Stock Purchase
Plan (the "Purchase Plan"), which is designed to furnish eligible employees of
the Company and its subsidiaries an incentive to advance the best interests of
the Company by providing a formal program whereby they may voluntarily purchase
Common Stock of the Company at a favorable price and upon favorable terms.
Generally speaking, all employees who work in the United States and are
scheduled to work an average of at least 20 hours per week are eligible to
participate in the Purchase Plan.
Under the Purchase Plan, employees may designate between two and eight
percent of their base compensation to purchase Common Stock. The exercise price
of the Common Stock is 85% of the fair market value of the Common Stock at the
beginning or end of each six month period, whichever is lower. Generally
speaking, participants pay for the Common Stock through payroll deductions. The
Purchase Plan will be administered by the Compensation Committee.
OPTION GRANTS IN FISCAL YEAR 1997
There were no options granted to the Named Executive Officers in 1997.
In 1996, the Named Executive Officers were granted options to purchase, in
the aggregate, 282,000 shares of Common Stock.
AGGREGATE OPTION EXERCISES IN FISCAL YEAR 1997 AND FISCAL YEAR-END OPTION VALUE
The following table sets forth information with respect to exercisable and
non-exercisable stock option held by the Named Executive Officers and the end of
the 1997 fiscal year.
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES VALUE OF UNEXERCISED
UNDERLYING OPTIONS IN-THE-MONEY OPTIONS
AT FY-END(1) AT FY-END
------------------- --------------------
SHARES ACQUIRED VALUE EXERCISABLE/ EXERCISABLE/
NAME ON EXERCISE REALIZED UNEXERCISABLE UNEXERCISABLE(2)
- ------------------------------------- --------------- ------------- ------------------- --------------------
<S> <C> <C> <C> <C>
Steven J. Goldman.................... 0 0 0/82,000 0/$ 1,066,000
Eddie K. Schnopp..................... 0 0 0/45,000 0/$ 585,000
Dennis R. Roark...................... 0 0 0/55,000 0/$ 715,000
David J. Hage........................ 0 0 0/55,000 0/$ 715,000
Brad W. Godfrey...................... 0 0 0/45,000 0/$ 585,000
</TABLE>
- ------------------------
(1) The stock options listed were granted on February 23, 1996 pursuant to the
Company's 1996 Stock Incentive Plan. The options become exercisable
beginning in the third year after the grant, at a rate of 10% in each year
for years three and four, 20% in year five, and 30% in each year for years
six and seven as long as the optionee remains an employee of the Company;
provided, however, that such options may be exercisable on earlier dates if
certain financial goals of the Company are met. In 1997, the Company reached
certain of its financial targets and 20% of each of the above officers'
outstanding options became exercisable as of April 1, 1998. The maximum term
of each option granted is 10 years from the date of grant. The exercise
price was in excess of the value of the stock on the grant date, as
determined in good faith by the Board of Directors on that date, based upon
a review of a number of factors, including the Company's operating results
and financial condition through the grant date.
(2) This amount represents solely the difference in the market price ($14.00) on
the last trading day of the fiscal year, December 26, 1998, of those
unexercised options which had an exercise price below such market price
(i.e., "in-the-money options") and the respective exercise prices of the
options. No assumptions or representations regarding the value of such
options are made or intended.
11
<PAGE>
COMPARISON OF CUMULATIVE TOTAL RETURNS
The following is a comparison of the cumulative total stockholder return on
a $100 investment in the Common Stock with the cumulative total return of a $100
investment in the Russell 2000 Index and the Nasdaq Stock Market, each for the
period from September 30, 1997 (the day the Common Stock commenced trading)
through December 31, 1997. The total return on the Common Stock is measured by
dividing the difference between the Common Stock price at the end and the
beginning of the measurement period by the Common Stock price at the beginning
of the measurement period.
The Russell 2000 Index and the Nasdaq Stock Market are intended to provide a
relevant comparison of total annual return in the time period (through December
31, 1997) in which the Company's Common Stock has been publicly traded.
POWER-ONE, INC.
COMPARISON OF CUMULATIVE TOTAL RETURN
SEPTEMBER 30, 1997 TO DECEMBER 31, 1997*
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
CUMULATIVE TOTAL RETURN
<S> <C> <C> <C>
Based on reinvestment of $100 beginning September 30,
1997
Power-One Russell 2000 NASDAQ
9/30/97 100.00 100.00 100.00
10/1/97 129.91 100.00 100.00
10/2/97 128.57 100.49 100.72
10/3/97 129.46 101.06 101.51
10/6/97 140.18 101.54 101.87
10/7/97 135.71 102.00 102.78
10/8/97 136.61 101.97 103.05
10/9/97 132.14 102.17 103.29
10/10/97 133.93 102.27 102.88
10/13/97 135.71 102.31 103.07
10/14/97 133.04 102.04 102.51
10/15/97 133.93 101.77 101.96
10/16/97 132.59 100.54 100.55
10/17/97 133.48 98.81 98.61
10/20/97 132.59 99.82 99.71
10/21/97 134.82 100.93 101.32
10/22/97 137.50 100.78 101.05
10/23/97 135.71 98.83 98.87
10/24/97 135.71 98.43 97.67
10/27/97 125.00 92.40 90.82
10/28/97 137.50 94.55 94.84
10/29/97 133.04 95.64 94.82
10/30/97 130.36 94.28 92.91
10/31/97 133.04 95.29 94.28
11/3/97 130.36 96.98 96.43
11/4/97 130.80 97.28 96.50
11/5/97 135.71 97.82 96.87
11/6/97 131.25 97.39 96.04
11/7/97 132.14 96.72 94.80
11/10/97 133.04 95.76 94.11
11/11/97 133.93 95.32 93.76
11/12/97 131.25 93.13 91.21
11/13/97 124.11 93.12 92.16
11/14/97 120.54 94.22 93.68
11/17/97 123.21 95.81 95.49
11/18/97 124.11 95.04 94.68
11/19/97 125.00 94.72 94.73
11/20/97 125.45 95.82 96.23
11/21/97 123.21 95.68 95.89
11/24/97 125.00 94.09 93.89
11/25/97 125.00 93.89 94.01
11/26/97 117.86 94.17 94.33
11/28/97 116.96 94.55 94.69
12/1/97 116.96 95.48 96.48
12/2/97 112.50 95.12 95.03
12/3/97 108.04 95.41 95.55
12/4/97 109.82 95.65 95.45
12/5/97 104.91 96.34 96.66
12/8/97 103.57 97.22 97.71
12/9/97 107.14 96.36 95.87
12/10/97 109.82 95.19 94.46
12/11/97 108.04 93.40 92.20
12/12/97 107.59 92.95 90.91
12/15/97 108.04 92.54 90.90
12/16/97 105.36 93.55 91.88
12/17/97 102.23 93.79 91.54
12/18/97 100.89 92.45 90.11
12/19/97 100.89 92.38 90.21
12/22/97 100.89 93.00 90.64
12/23/97 99.11 92.82 89.33
12/24/97 100.00 92.60 88.71
12/26/97 100.00 92.70 89.41
12/29/97 100.00 93.84 90.96
12/30/97 100.00 95.45 92.59
12/31/97 98.21 96.11 92.90
</TABLE>
- ------------------------
* This section of the Proxy Statement shall not be deemed to be incorporated
by reference by any general statement incorporating by reference this Proxy
Statement into any filings of the Company pursuant to the Securities Act of
1933 or the Securities Exchange Act of 1934, as amended, except to the
extent the Company specifically incorporates the section by reference
therein, and shall not be deemed soliciting material or otherwise deemed
filed under either such Acts.
12
<PAGE>
COMPLIANCE WITH SECTION 16(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Exchange Act requires the Company's officers and
directors, and persons who own more than 10% of a registered class of the
Company's equity securities, to file reports of ownership and changes in
ownership with the SEC and NASDAQ. These persons are required by regulation of
the SEC to furnish the Company with copies of all Section 16(a) forms they file.
Based solely on its review of the copies of such forms received by it, or
written representations from certain reporting persons, the Company believes
that during the fiscal year ended December 28, 1997, the Company's officers,
directors and greater than 10% beneficial owners complied with all applicable
Section 16(a) filing requirements, except that Dr. Yu inadvertently failed to
make a required filing.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Prior to the Initial Offering, the Company had no compensation committee or
other committee of the Board performing similar functions. Decisions concerning
compensation of executive officers were made by the Company's Board, with input
from Mr. Schnopp and Ms. Koep. No officer or employee of the Company, other than
Mr. Goldman, Mr. Schnopp and Ms. Koep, participated in deliberations concerning
such compensation matters. After the Offering, the Company has formed a
Compensation Committee consisting of Messrs. Jacoby and Martin. Each of Messrs.
Jacoby and Martin serve as officers of Stephens Group, Inc., the Company's
largest stockholder, and Stephens Inc., a financial advisor to the Company that
was the lead-underwriter of the Company's Offering.
CERTAIN TRANSACTIONS
NOTES PAYABLE TO THE COMPANY
Ms. Koep and Mr. Martins, each an officer of the Company, executed
promissory notes in favor of the Company on September 27, 1995 in connection
with their purchase of Redeemable Preferred Stock of the Company. Each note had
a face value of $100,000 and obligated the issuer to pay the Company the face
amount of the note plus accrued interest at a rate of 10% per annum on September
27, 2002. Mr. Martins also executed two additional promissory notes in favor of
the Company in 1997 in exchange for $11,000 that Mr. Martins requested for
personal financial matters. These notes had an aggregate face value of $11,000
and each bore interest at a rate of 8.5% per annum. All of the aforementioned
notes could be prepaid without penalty. All such notes were paid in their
entirety in October 1997.
STEPHENS INC. TRANSACTIONS
In 1997 and 1998, the Company engaged Stephens Inc. as a financial advisor
to the Company. In their position as financial advisor, Stephens Inc. was the
lead-underwriter for the Company's Offering and is currently assisting the
Company in locating and analyzing various investment opportunities. The Company
paid Stephens Inc. approximately $1,700,000 in 1997 as fees for its role as the
lead underwriter in the Company's Initial Offering. All compensation paid to
Stephens Inc. has been on terms the Company believes to be fair and reasonable
for the services performed. Stephens Inc. is an affiliate of Stephens Group,
Inc. Two of the Company's directors, Messrs. Jacoby and Martin, are officers of
Stephens Inc. and Stephens Group, Inc.
AMENDMENT TO 1996 STOCK INCENTIVE PLAN
In March 1998, the Board of Directors amended the Plan (the "Amendment"),
subject to Stockholder approval, to automatically adjust the shares covered by
the Plan, including those subject to outstanding options, on each December 31 to
10% of the outstanding shares of the Company on that date. Thus, the number of
shares available under the Plan at the end of each calendar year will be
increased by the
13
<PAGE>
aggregate shares issued upon exercise of any options during that year. In
addition, the number of shares covered by the Plan will also be increased by 10%
of all other shares issued during the year. The Amendment is set forth in
Exhibit A to this Proxy Statement.
The Board of Directors believes that the Amendment will benefit the Company
by increasing the number of options available for grant, thereby providing the
Board of Directors and management with the ability to grant additional stock
awards in attracting and retaining key personnel.
Approval of the Amendment will require the affirmative vote of a majority in
voting shares of Common Stock represented in person or by proxy at the Annual
Meeting.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR APPROVAL OF THE AMENDMENT.
PROXIES RECEIVED BY THE COMPANY WILL BE VOTED IN FAVOR OF APPROVAL OF THE
AMENDMENT UNLESS A CONTRARY CHOICE IS INDICATED.
INDEPENDENT PUBLIC ACCOUNTANTS
Upon recommendation of the Audit Committee, the Board of Directors of the
Company has appointed Deloitte & Touche LLP as the Company's independent public
auditors for the 1998 fiscal year. Deloitte & Touche LLP has served as the
Company's independent public auditors since 1993. Services provided to the
Company and its subsidiaries by Deloitte & Touche LLP in fiscal 1997 included
the examination of the Company's financial statements for the fiscal year ended
December 28, 1997, limited reviews of quarterly reports, services related to
filings with the Securities and Exchange Commission and consultations on various
tax matters.
The Company expects representatives of Deloitte & Touche LLP to be present
at the Annual Meeting and to be available to respond to appropriate questions
from Stockholders. The Deloitte & Touche LLP representatives will be given an
opportunity to make a statement if they desire.
Ratification of appointment of Deloitte & Touche LLP as the Company's
independent public auditors for fiscal 1998 will require the affirmative vote of
a majority in voting shares of the Common Stock represented in person or by
proxy at the Annual Meeting. If the stockholders do not make such ratification,
the appointment will be reconsidered by the Audit Committee and the Board of
Directors.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR RATIFICATION OF THE APPOINTMENT
OF DELOITTE & TOUCHE LLP AS THE COMPANY'S INDEPENDENT AUDITORS FOR FISCAL 1998.
PROXIES RECEIVED BY THE COMPANY WILL BE VOTED IN FAVOR OF THE RATIFICATION OF
DELOITTE & TOUCHE LLP FOR FISCAL 1998 UNLESS A CONTRARY CHOICE IS INDICATED.
FINANCIAL AND OTHER INFORMATION
The Company's Annual Report for the fiscal year ended December 28, 1997,
including financial statements, is being sent to stockholders of record as of
the close of business on March 25, 1998 together with this Proxy Statement. The
Company will furnish, without charge, a copy of its Annual Report on Form 10-K
for the fiscal year ended December 28, 1997 as filed with the Commission to any
Stockholder who submits a written request to the Secretary, at the Company's
offices, 740 Calle Plano, Camarillo, California 93012.
STOCKHOLDER PROPOSALS
Proposals of stockholders intended to be presented at the 1999 annual
meeting of stockholders must be received by the Company at its principal
executive offices not later than December 30, 1998 for inclusion in the
Company's proxy statement and form of proxy relating to the meeting.
14
<PAGE>
OTHER MATTERS
The Board of Directors knows of no matters to be presented for action by the
stockholders at the Annual Meeting other than those described in this Proxy
Statement. Unless otherwise indicated, if any other matter is properly brought
before the meeting and may be properly acted upon, the persons named in the
accompanying form of proxy will be authorized by such proxy to vote the proxies
thereon in accordance with their best judgment.
For the Board of Directors
[LOGO]
Eddie K. Schnopp
SECRETARY
April 6, 1998
15
<PAGE>
EXHIBIT A
POWER-ONE, INC. 1996 STOCK INCENTIVE PLAN
AMENDMENT TO PLAN
Section 1.4.1(a) shall be replaced by the following paragraph:
"(a) AGGREGATE LIMIT. The maximum number of Shares subject to
outstanding Awards granted to Eligible Persons under this Plan and
available for additional Awards under this Plan shall not exceed
1,000,000 plus 10% of the total of (i) the number of Shares
outstanding on each December 31 beginning on December 31, 1997,
less (ii) the largest number of Shares outstanding on any previous
December 31; provided, however, that the above equation shall
never result in a decrease in the maximum number of shares
available under this Plan."
16
<PAGE>
POWER-ONE, INC
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned having duly received the Notice of Annual Meeting and the
Proxy Statement, hereby appoints the President and Chief Executive Officer.
Steven J. Goldman, and the Chief Financial Officer, Eddie K. Schnopp, as
proxies (each with the power to act alone and with the power of substitution
and revocation) to represent the undersigned and to vote, as designated on
the reverse, all common shares of Power-One, Inc. held of record by the
undersigned on March 25, 1998, at the Annual Meeting of Stockholders to be
held on Tuesday, May 5, 1998 at the Radisson Hotel, located at 30100 Agoura
Road, Agoura Hills, California at 10:00 a.m. Los Angeles Time, and at any
adjournment thereof.
(CONTINUED ON OTHER SIDE)
<PAGE>
PLEASE DETACH AND MAIL IN THE ENVELOPE PROVIDED
A /X/ PLEASE MARK YOUR
VOTES AS INDICATED
IN THIS EXAMPLE.
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C>
WITHHOLD
FOR AUTHORITY FOR AGAINST ABSTAIN
1. Election of / / / / Nominees: Class I Directors: 2. Proposal to ratify the Appointment of / / / / / /
Directors Steven J. Goldman Deloitte & Touche LLP as the
Dr. Albert Y.C. Yu Independent Auditors for the
Company.
For, except vote withheld for the following
nominees: 3. Proposal to approve the amendment / / / / / /
of the Company's 1996 Stock
Incentive Plan.
- -------------------------------------------
4. In their discretion, the Proxies are authorized to vote upon
such other business as may properly come before the meeting.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE
MANNER DIRECTED ON THE PROXY BY THE UNDERSIGNED STOCKHOLDER.
IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR
THE ELECTION OF EACH OF THE NOMINEES TO THE BOARD
LISTED IN PROPOSAL 1 AND FOR PROPOSALS 2, 3 AND 4.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY
USING THE ENCLOSED RETURN ENVELOPE.
</TABLE>
<TABLE>
<S> <C> <C>
DATED: , 1998
- ------------------------------------------ ------------------------------------------------------------ -------------
(SIGNATURE) (SIGNATURE, IF HELD JOINTLY)
</TABLE>
NOTED: Please sign exactly as your name appears on this card. When shares
are held by joint tenants, both should sign. If signing as attorney,
guardian, executor, administrator or trustee, please give full title
as such. If a corporation, please sign in the corporate name by the
president or other authorized office. If a partnership, please sign
in the partnership name by an authorized person.
