<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
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 (S) 240.14a-11(c) or (S) 240.14a-12
STONERIDGE, 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)(4) 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:
Not Applicable
(2) Form, Schedule or Registration Statement No.:
Not Applicable
(3) Filing Party:
Not Applicable
(4) Date Filed:
Not Applicable
<PAGE>
STONERIDGE, INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
----------------
To our Shareholders:
The 2000 annual meeting of shareholders of Stoneridge, Inc. will be held at
600 Golf Drive, Warren, Ohio 44483, on Monday, May 8, 2000, at 10:00 a.m.,
local time, for the following purposes:
1. To elect eight directors, each for a term of one year;
2. To receive reports at the meeting. No action constituting approval
or disapproval of the matters referred to in the reports is
contemplated; and
3. To consider any other matters that properly come before the meeting.
Only shareholders of record at the close of business on March 22, 2000, are
entitled to notice of and to vote at the meeting or any adjournment thereof.
Shareholders are urged to complete, date and sign the enclosed proxy and
return it in the enclosed envelope. The principal address of Stoneridge, Inc.
is 9400 East Market Street, Warren, Ohio 44484.
By order of the Board of Directors,
AVERY S. COHEN,
Secretary
Dated: March 31, 2000
YOUR VOTE IS IMPORTANT
PLEASE COMPLETE, SIGN, DATE AND RETURN YOUR PROXY
<PAGE>
STONERIDGE, INC.
PROXY STATEMENT
----------------
Our Board of Directors is sending you this proxy statement to ask for your
vote as a Stoneridge shareholder on certain matters to be voted on at the
annual meeting of shareholders. The annual meeting of shareholders will be
held at 600 Golf Drive, Warren, Ohio 44483, on Monday, May 8, 2000, at 10:00
a.m., local time. We are mailing this proxy statement and the accompanying
notice and proxy to you on or about March 31, 2000.
Annual Report. A copy of our Annual Report to Shareholders for the fiscal
year ended December 31, 1999, is enclosed with this proxy statement.
Solicitation of Proxies. Our Board of Directors is making this solicitation
of proxies and we will pay the cost of the solicitation. We have retained
Corporate Investor Communications, Inc., at an estimated cost of $5,500, to
assist us in the solicitation of proxies from brokers, nominees, institutions
and individuals. In addition to solicitation of proxies by mail and by
Corporate Investor Communications, Inc., our employees may solicit proxies by
telephone, facsimile or electronic mail.
Proxies; Revocation of Proxies. The shares represented by your proxy will be
voted in accordance with the instructions as indicated on your proxy. In the
absence of any such instructions, they will be voted to elect the director
nominees set forth under "Election of Directors" below. Your presence at the
annual meeting of shareholders, without more, will not revoke your proxy.
However, you may revoke your proxy at any time before it has been exercised by
signing and delivering a later-dated proxy or by giving notice to us in
writing at our address indicated on the attached Notice of Annual Meeting of
Shareholders, or in open meeting.
Voting Eligibility. Only shareholders of record at the close of business on
the record date, March 22, 2000, are entitled to receive notice of the annual
meeting of shareholders and to vote the common shares that they held on the
record date at the meeting. On the record date, our voting securities
outstanding consisted of 22,397,311 common shares, without par value, each of
which is entitled to one vote at the meeting.
1
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table describes certain information regarding the beneficial
ownership of our common shares as of December 31, 1999, by: (a) our directors
(all of whom are also nominees for director); (b) each other person who is
known by us to own beneficially more than 5% of our outstanding common shares;
(c) our chief executive officer and the four other most highly compensated
executive officers named in the Summary Compensation Table; and (d) our
executive officers and directors as a group.
<TABLE>
<CAPTION>
Number of Shares Percent
Name of Beneficial Owner(1) Beneficially Owned of Class
- --------------------------- ------------------ --------
<S> <C> <C>
D.M. Draime(2)..................................... 5,591,172 24.9%
Scott N. Draime(3)................................. 2,365,794 10.5
Jeffrey P. Draime(4)............................... 1,431,326 6.4
Cloyd J. Abruzzo(5)................................ 2,049,659 9.1
Second National Bank of Warren(6).................. 1,363,456 6.1
Avery S. Cohen(7)(8)............................... 547,002 2.4
Sheldon J. Epstein(8).............................. 420,522 1.9
Richard E. Cheney(9)............................... 51,579 *
C.J. Hire.......................................... 5,000 *
Richard G. LeFauve................................. 1,500 *
Earl L. Linehan.................................... 165,079 *
Gerald V. Pisani(10)............................... 531,719 2.4
Kevin P. Bagby(11)................................. 97,079 *
Sten Forseke(12)................................... 352,281 1.5
All Executive Officers and Directors as a Group (12
persons).......................................... 9,956,750 43.8
</TABLE>
- --------
* Less than 1%.
(1) Unless otherwise indicated, the beneficial owner has sole voting and
investment power over such shares.
(2) Represents 5,591,172 common shares held in trust for the benefit of Mr.
Draime, of which Mr. Draime is trustee. The address of Mr. Draime is 9400
East Market Street, Warren, Ohio 44484.
(3) Includes 818,240 common shares held in trust for the benefit of Scott N.
Draime, of which Scott N. Draime is trustee; and 1,022,554 common shares
held in trusts for the benefit of Jeffrey P. Draime's and Rebecca M.
Gang's children, of which Scott N. Draime is trustee. The address of
Scott N. Draime is 1209 Cerrito Grande, El Paso, Texas 79912.
(4) Includes 866,144 common shares held in trust for the benefit of Jeffrey
P. Draime of which Jeffrey P. Draime is trustee, and 545,212 common
shares held in trust for the benefit of Scott N. Draime's children, of
which Jeffrey P. Draime is trustee. The address of Jeffrey P. Draime is
9400 East Market Street, Warren, Ohio 44484.
(5) Includes 299,590 common shares held in trust for the benefit of Cloyd J.
Abruzzo of which Mr. Abruzzo is trustee, and an aggregate of 1,390,856
common shares held in trust for the benefit of D.M. Draime's children and
grandchildren of which Mr. Abruzzo is trustee. Includes 200,000 common
shares that Mr. Abruzzo has the right to acquire upon the exercise of
share options. The address of Cloyd J. Abruzzo is 9400 East Market
Street, Warren, Ohio 44484.
(6) Represents common shares held as trustee of a trust. The address of the
Second National Bank of Warren is 108 Main Avenue SW, Warren, Ohio 44481.
(7) Includes 124,481 common shares held under the Ohio Transfer to Minors Act
for the benefit of William M. Draime and John A. Draime, of which Mr.
Cohen is custodian.
2
<PAGE>
(8) Includes 373,443 common shares held in separate trusts for the benefit of
Scott N. Draime, Jeffrey P. Draime and Rebecca M. Gang, of which Mr.
Cohen and Mr. Epstein are co-trustees.
(9) Includes 4,000 common shares held in Mr. Cheney's Individual Retirement
Account and 500 common shares owned by Mr. Cheney's wife.
(10) Includes 169,545 common shares held in trust for the benefit of Gerald V.
Pisani of which Mr. Pisani is trustee and 185,120 common shares held in
separate trusts for the benefit of Gerald V. Pisani's children, of which
Gerald V. Pisani's wife is the trustee. Includes 100,000 common shares
that Mr. Pisani has the right to acquire upon the exercise of share
options.
(11) Includes 50,000 common shares that Mr. Bagby has the right to acquire
upon the exercise of share options.
(12) Represents Mr. Forseke's share of common shares (704,563 shares) held by
Berifors Holdings BV, a Dutch company, of which Mr. Forseke holds a 50%
interest.
3
<PAGE>
ELECTION OF DIRECTORS
In accordance with our Code of Regulations, the number of directors has been
fixed at eight. At the annual meeting of shareholders, you will elect eight
directors to hold office until our next annual meeting of shareholders and
until their successors are elected and qualified. The Board of Directors
proposes that the nominees described below, all of whom are currently serving
as directors, be re-elected to the Board of Directors. At the annual meeting
of shareholders, the shares represented by proxies, unless otherwise
specified, will be voted for the election of the eight nominees hereinafter
named.
The director nominees are identified in the following table. If for any
reason any of the nominees is not a candidate when the election occurs (which
is not expected), the Board of Directors expects that proxies will be voted
for the election of a substitute nominee designated by management. The
following information is furnished with respect to each person nominated for
election as a director.
The Board recommends that you vote "FOR" the following nominees.
Nominees for Election at the Annual Meeting
<TABLE>
<CAPTION>
Expiration
Period of Term
Principal Occupation and of Service for Which
Name and Age Business Experience as a Director Proposed
------------ ------------------------ ------------- ----------
<C> <S> <C> <C>
Cloyd J. Abruzzo............... President, Chief 1990 to date 2001
49 Executive Officer,
Assistant Treasurer of
the Company
Richard E. Cheney.............. Retired Chairman of Hill 1988 to date 2001
78 & Knowlton, Inc., a
public relations firm
Avery S. Cohen................. Partner, Baker & 1988 to date 2001
63 Hostetler LLP, a law
firm
D.M. Draime.................... Chairman of the Board of 1988 to date 2001
66 Directors, Assistant
Secretary of the Company
Sheldon J. Epstein............. Principal, Gaintner, 1988 to date 2001
61 Bandler & Reed, P.L.C.,
an independent public
accounting firm
C. J. Hire..................... Retired President and 1999 to date 2001
70 Chief Executive Officer
of Hi-Stat Manufacturing
Co., Inc., an automobile
parts manufacturer
Richard G. LeFauve............. Retired President of GM 1999 to date 2001
65 University and retired
Senior Vice President of
GM
Earl L. Linehan................ President, Woodbrook 1988 to date 2001
58 Capital, Inc., a venture
capital and investment
firm
</TABLE>
Each of the nominees for election as a director has engaged in the principal
occupation or activity indicated for at least five years, except (1) Mr. Hire
was the president and chief executive officer of Hi-Stat Manufacturing Co.,
Inc., from 1969 until our acquisition of Hi-Stat on December 31, 1998, (2) Mr.
LeFauve was the president of GM University and the senior vice president of GM
from April 1997 until his retirement in January 1999 and was the chief
executive officer and president of the Saturn subsidiary of GM and the group
executive of small car production of GM's North American Operations from 1994
until April 1997, and (3) Mr. Epstein was the managing member, Epstein, Woods
& Dwyer, P.L.C., an independent public accounting firm, from 1994 until June
1999.
Mr. Abruzzo is a director of Second National Bank of Warren. Mr. Cheney is a
director of Rowe Furniture, Inc., and Chattem, Inc. Mr. Linehan is a director
of Strescon Industries, Inc. Mr. LeFauve is a director of Harley-Davidson,
Inc.
4
<PAGE>
Our Board of Directors has appointed an audit committee and a compensation
committee. The Board of Directors does not have a finance or nominating
committee. Each of the committees is comprised of Messrs. Cheney, Epstein and
Linehan.
The audit committee makes recommendations to the Board of Directors
concerning the engagement of independent public accountants for our company,
reviews with the independent public accountants the plans and results of audit
engagements, approves professional services provided by the independent public
accountants, reviews the independence of the independent public accountants,
considers the range of audit and nonaudit fees, reviews the independent public
accountants' management letters and our responses, reviews the adequacy of our
internal accounting controls, and reviews major accounting or reporting
changes.
The compensation committee reviews employment, development, reassignment and
compensation matters involving corporate officers and other executive level
employees, including issues relating to salary, bonus and incentive
arrangements. The Compensation Committee also administers our Long-Term
Incentive Plan.
In 1999, our Board of Directors held three meetings and took action by
unanimous written consent on six occasions. In 1999, the audit committee and
the compensation committee held three and two meetings, respectively. In 1999,
each member of the Board of Directors attended at least 75% of the meetings of
the Board of Directors and of the committees on which he serves, except for
Mr. Hire, who was absent from one Board of Directors' meeting.
Directors' Compensation. Each director, who is not an employee of ours, or
of a subsidiary of ours, receives $20,000 per year for being a director,
$1,000 for attending each meeting of the Board of Directors and $500 for each
telephonic meeting of the Board of Directors. There is no additional fee
received for attending committee meetings. Directors who are also employees of
ours are not paid any director's fee. We reimburse out-of-pocket expenses
incurred by all directors in connection with attending Board of Directors and
committee meetings.
5
<PAGE>
Compensation Committee Report
Introduction. The compensation committee is responsible for determining the
compensation to be paid to our executive officers and administering our Long-
Term Incentive Plan.
The Committee's philosophy with respect to the compensation of our executive
officers is (1) to provide a competitive total compensation package that
enables us to attract and retain qualified executives and align their
compensation with our overall business strategies and, (2) to provide each
executive officer with a significant economic stake in our success.
To this end, the Committee determines executive compensation with a focus on
compensating executive officers based on their responsibilities and our
performance. The primary components of our executive compensation program are
(1) base salaries and certain other annual compensation, (2) bonuses, and (3)
share options. The overall objectives of this strategy are to attract and
retain the best possible executive talent, to motivate our executives to
achieve the goals inherent in our business strategy, to link executive and
shareholder interests through equity-based plans and, finally, to provide a
compensation package that recognizes individual contributions and overall
business results.
Each year the Committee conducts a review of our executive compensation
program. In connection with the review of compensation for 1999, the Committee
considered two comprehensive reports prepared by Arthur Andersen LLP. The
first report was prepared in October 1998 (the "1998 Executive Pay
Benchmarking Analysis") and the second report was prepared in November 1999
(the "1999 Executive Pay Benchmarking Analysis"). Both reports assessed our
compensation program and compared our executive compensation, corporate
performance, and total return to shareholders to a peer group of public
corporations that represent our most direct competitors for executive talent.
In setting our executive officers' overall 1999 compensation, the Committee
reviewed and considered the 1998 Executive Pay Benchmarking Analysis in
determining the base salaries and the 1999 Executive Pay Benchmarking Analysis
in determining 1999 bonus awards.
The Committee reviews the selection of peer companies used for compensation
analysis. The peer groups used for compensation analysis are generally not the
same as the peer group index in the Performance Graph included in this proxy
statement. The Committee believes that our most direct competitors for
executive talent are not necessarily all of the companies that would be
included in a peer group established for comparing shareholder returns. This
year's compensation reviews permitted an evaluation of the link between our
performance and our executive compensation in the context of the compensation
programs of other companies.
The Committee determines the compensation of the most highly compensated
corporate executives, including the individuals whose compensation is detailed
in this proxy statement, and sets policies for and reviews the compensation
awarded to other highly compensated corporate executives. This is designed to
ensure consistency throughout the executive compensation program. In reviewing
the individual performance of the executives whose compensation is detailed in
this proxy statement (other than Mr. Abruzzo and Mr. Draime), the Committee
takes into account the views of Mr. Abruzzo and Mr. Draime.
Base Salaries and Other Annual Compensation. After the review and
consideration of the 1998 Executive Pay Benchmarking Analysis, the Committee
set salary levels for our executive officers on the basis of the executives'
responsibilities. However, in each case, due consideration is given to
personal factors, such as the individual's experience and record and the
responsibility associated with his position, and external factors, such as
salaries paid to similarly situated executive officers by peer companies and
prevailing conditions in the geographic area where the executive's principal
services will be performed. In the case of executive officers with
responsibility for a particular business unit, that unit's financial results
are also considered.
Annual adjustments to each executive officer's salary are determined based
on the foregoing factors but with due consideration also being given to
prevailing economic conditions, to the relationship of such adjustments to
those being given to other employees, to the performance of the executive's
duties and responsibilities and to other individual performance-related
criteria that may be relevant with respect to such executive officer at the
6
<PAGE>
time. Finally, the Committee, where appropriate, also considers non-financial
performance measures. These include increase in market share, manufacturing
efficiency gains, improvements in product quality and improvements in
relations with customers, suppliers and employees.
In determining the appropriate levels for Mr. Abruzzo's 1999 base salary and
bonus, the Committee considered the same factors that it considers when fixing
compensation levels for our other executive employees and sought to achieve
the same corporate goal. Mr. Abruzzo was granted a base salary of $324,000 for
1999.
Bonuses. Our executive officers are eligible for annual cash bonuses.
Bonuses are viewed as a reward for individual contributions to our performance
and are based not only on our short-term results but also on the investments
for the future growth of our business. In addition, consideration is given to
the achievement of selected financial goals (i.e., operating performance,
asset management and business growth development) and progress in meeting
other long-term objectives and the executive's leadership role in these
activities. The Committee usually makes bonus awards toward the end of the
year. In addition to the considerations described above, the Committee
considered the 1999 Executive Pay Benchmarking Analysis in determining bonus
awards for 1999 and considered the major initiatives and programs which, in
1999, were commenced, completed or furthered under Mr. Abruzzo's leadership,
such as (1) the successful integration of Hi-Stat Manufacturing Co., Inc., (2)
the acquisitions of Delta Schoeller, Ltd. and TVI Europe, Ltd., and (3) our
success in meeting our financial goals. The Committee also took into account
the longevity of Mr. Abruzzo's service to Stoneridge and its belief that Mr.
Abruzzo is an excellent representative of Stoneridge to the public by virtue
of his stature in the industry and the community. Based on the above-described
methodology, the Committee awarded Mr. Abruzzo a bonus of $550,000 in 1999.
Share Options. All of our executive officers are eligible to receive options
to purchase our common shares under the Long-Term Incentive Plan. We believe
that share option grants are a valuable motivating tool and provide a long-
term incentive to management. Share option grants reinforce long-term goals by
providing the proper nexus between the interests of management and the
interests of our shareholders. However, the Committee determined not to grant
any share options to Mr. Abruzzo or any of the other four most highly
compensated executive officers in 1999. The Committee may resume its practice
of granting share options to our executive officers in the future.
Conclusion. Through the programs described above, a very significant portion
of our executive compensation is linked directly to individual and company
performance and share price appreciation. The Committee intends to continue
the policy of linking executive compensation to performance and returns to
shareholders, recognizing that the fluctuations of the business cycle from
time to time may result in an imbalance for a particular period.
Richard E. Cheney
Sheldon J. Epstein
Earl L. Linehan
7
<PAGE>
EXECUTIVE COMPENSATION
The table below describes the compensation paid for the last three fiscal
years to our chief executive officer and the four other most highly
compensated executive officers. We sometimes refer to the people listed in the
table below as our "named executive officers."
Summary Compensation Table
<TABLE>
<CAPTION>
Long-Term
Compensation Awards
---------------------
Annual Compensation Number of
------------------------ Other Annual Restricted Securities All Other
Name and Principal Fiscal Salary Bonus Compensation Shares Underlying Compensation
Position Year ($) ($) ($) ($) Option (#) ($)
------------------ ------ -------- -------- ------------ ---------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Cloyd J. Abruzzo........ 1999 $324,000 $550,000 -- -- -- 1,297(1)
President and 1998 300,000 500,000 -- -- -- 1,199(1)
Chief Executive Officer 1997 204,000 500,000 -- -- 200,000 --
D.M. Draime............. 1999 200,000 200,000 -- -- -- 5,211(1)
Chairman of the 1998 200,000 200,000 -- -- -- 4,405(1)
Board of Directors 1997 189,600 250,000 -- -- -- --
Gerald V. Pisani........ 1999 216,000 230,000 -- -- -- 2,891(1)
Vice President and 1998 204,000 200,000 -- -- -- 2,689(1)
President, Stoneridge 1997 170,400 180,000 -- -- 100,000 --
Engineered Products
Group
Kevin P. Bagby.......... 1999 170,000 190,000 -- -- -- 1,199(1)
Vice President and
Chief Financial Officer 1998 162,000 150,000 -- -- -- 1,113(1)
1997 129,500 125,000 -- -- 50,000 --
Sten Forseke(2)......... 1999 158,000 50,000 -- -- -- --
Vice President and 1998 150,000 50,000 -- -- -- --
Managing Director, 1997 40,000 -- -- -- -- --
Berifors AB
</TABLE>
- --------
(1) Represents the aggregate amount of term life insurance premiums paid by us.
(2) Mr. Forseke commenced his employment with us in October 1997.
Aggregated Option Exercises in Last Fiscal Year
and Fiscal Year-End Option Values
<TABLE>
<CAPTION>
Number of Securities
Underlying
Shares Unexercised Value of Unexercised
Acquired on Options at In-the-Money Options at
Exercise Value Fiscal Year-End (#) Fiscal Year-End ($)
Name (#) Realized ($) Exercisable/Unexercisable Exercisable/Unexercisable
---- ----------- ------------ ------------------------- -------------------------
<S> <C> <C> <C> <C>
Cloyd J. Abruzzo........ -- -- 200,000 / -- -- / --
D.M. Draime............. -- -- -- / -- -- / --
Gerald V. Pisani........ -- -- 100,000 / -- -- / --
Kevin P. Bagby.......... -- -- 50,000 / -- -- / --
Sten Forseke............ -- -- -- / -- -- / --
</TABLE>
8
<PAGE>
Change of Control Agreements
Messrs. Abruzzo, Bagby, Forseke and Pisani have each entered into an
agreement with us that guarantees we will pay to each of them two years of
continued compensation (including bonuses) and benefits upon a change of
control regardless of whether they remain employed by us. A change of control
shall be deemed to have occurred if any shareholder or group of shareholders
acquires more of our common shares than are owned by D.M. Draime and his
direct descendants and trusts for the benefit of D.M. Draime and his direct
descendants.
Compensation Committee Interlocks and Insider Participation
Messrs. Cheney, Epstein and Linehan are the members of our compensation
committee. There are no compensation committee interlocks.
Certain Relationships and Related Transactions
Greenwood Facility. D.M. Draime is the sole owner of a manufacturing
facility located in Greenwood, South Carolina. We lease the facility from Mr.
Draime pursuant to a lease expiring on September 15, 2004. In February 1997,
we restructured our operations and terminated our use of the Greenwood
facility. However, we continued to make lease payments to Mr. Draime. From
January 1999 until March 1999, when the facility was sold, we made lease
payments to Mr. Draime in the aggregate amount of $39,300.
Hunters Square. D.M. Draime is a 25% owner of Hunters Square, Inc., an Ohio
corporation ("HSI"), which owns Hunters Square, an office complex and shopping
mall located in Warren, Ohio. We lease office space in Hunters Square for use
as the headquarters of our Alphabet Group. We pay all maintenance, tax and
insurance costs related to the operation of the office. Lease payments made by
us to HSI in 1999 were $228,000. We will continue to make lease payments as
required under the lease agreement, which terminates in July 2007.
Industrial Development Associates LP. Earl Linehan and D.M. Draime, as
limited partners, own 11.81% and 10.00%, respectively, of Industrial
Development Associates ("IDA"), a Maryland limited partnership real estate
development company in which we are a 30% general partner. We have lease
agreements with IDA pursuant to which we lease two facilities located in
Mebane, North Carolina, until March 31, 2001 and October 28, 2003. We are
responsible for all maintenance, taxes and insurance related to the operation
of the facilities. We made lease payments to IDA of $236,139 in 1999.
Northern Precision Machine Products, Inc. C. J. Hire's son owns 20% of
Northern Precision Machine Products, Inc. ("NPMP"), a supplier of ours. In
1999, we purchased $2,900,000 of components from NPMP.
Relationship with Counsel. Avery S. Cohen, one of our directors, is a
partner in Baker & Hostetler LLP, a law firm which has served as general
outside counsel for us since 1993 and is expected to continue to do so in the
future.
9
<PAGE>
Performance Graph
Set forth below is a line graph comparing the cumulative total return of a
hypothetical investment in our common shares with the cumulative total return
of hypothetical investments in the New York Stock Exchange Market Index and
the Media General Financial Services, Inc.--Industry Group 333 (Automotive
Parts) Index based on the respective market price of each investment at
October 10, 1997 (the date of our initial public offering), December 31, 1997,
March 31, 1998, June 30, 1998, September 30, 1998, December 31, 1998, March
31, 1999, June 30, 1999, September 30, 1999, and December 31, 1999, assuming
in each case an initial investment of $100 on October 10, 1997, and
reinvestment of dividends.
[GRAPH]
<TABLE>
<CAPTION>
- --------------------------------------------------------------------
10/10/97 12/31/97 3/31/98 6/30/98 9/30/98 12/31/98
- --------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Stoneridge, Inc. 100.00 80.00 100.00 92.19 80.94 113.75
- --------------------------------------------------------------------
Auto Parts 100.00 94.35 107.23 99.93 79.38 95.35
- --------------------------------------------------------------------
NYSE Market Index 100.00 103.07 115.82 117.41 102.29 121.84
- --------------------------------------------------------------------
<CAPTION>
- ----------------------------------------------------
3/31/99 6/30/99 9/30/99 12/31/99
- ----------------------------------------------------
<S> <C> <C> <C> <C>
Stoneridge, Inc. 70.00 70.00 86.88 77.19
- ----------------------------------------------------
Auto Parts 86.98 99.22 87.91 80.56
- ----------------------------------------------------
NYSE Market Index 124.13 133.40 121.96 134.39
- ----------------------------------------------------
</TABLE>
10
<PAGE>
SHAREHOLDER PROPOSALS FOR 2001 ANNUAL MEETING
Proposals of shareholders intended to be presented pursuant to Rule 14a-8
under the Securities Exchange Act of 1934 (the "Exchange Act"), at our 2001
annual meeting of shareholders must be received by us at 9400 East Market
Street, Warren, Ohio 44484, on or before December 4, 2000, for inclusion in
our proxy statement and form of proxy relating to the 2001 annual meeting of
shareholders. In order for a shareholder's proposal outside of Rule 14a-8
under the Exchange Act to be considered timely within the meaning of Rule 14a-
4(c) of the Exchange Act, such proposal must be received by us at the address
listed in the immediately preceding sentence not later than February 15, 2001.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires our directors and executive
officers, and owners of more than 10% of the our common shares, to file with
the Securities and Exchange Commission (the "SEC") and the New York Stock
Exchange initial reports of ownership and reports of changes in ownership of
our common shares and other equity securities. Executive officers, directors
and owners of more than 10% of the common shares are required by SEC
regulations to furnish our company with copies of all forms they file pursuant
to Section 16(a).
To our knowledge, based solely on our review of the copies of such reports
furnished to us and written representations that no other reports were
required, during the fiscal year ended December 31, 1999, all Section 16(a)
filing requirements applicable to its executive officers, directors and
greater-than-10% beneficial owners were complied with.
OTHER MATTERS
Representatives of Arthur Andersen LLP, which served as our independent
public accountants during the fiscal year ended December 31, 1999, are
expected to be present at the annual meeting and will have the opportunity to
make a statement if they so desire and will be available to respond to
appropriate questions.
If the enclosed proxy is executed and returned to us, the persons named in
it will vote the shares represented by that proxy at the meeting. The form of
proxy permits specification of a vote for the election of directors as set
forth under "Election of Directors" above, the withholding of authority to
vote in the election of directors, or the withholding of authority to vote for
one or more specified nominees. When a choice has been specified in the proxy,
the shares represented will be voted in accordance with that specification. If
no specification is made, those shares will be voted at the meeting to elect
directors as set forth under "Election of Directors" above. Under Ohio law and
our Amended and Restated Articles of Incorporation, as amended, broker non-
votes and abstaining votes will not be counted in favor of or against any
nominee. Director nominees who receive the greatest number of affirmative
votes will be elected directors. If any other matter properly comes before the
meeting, the persons named in the proxy will vote thereon in accordance with
their judgment. We do not know of any other matter that will be presented for
action at the meeting and we have not received any timely notice that any of
our shareholders intend to present a proposal at the meeting.
By order of the Board of Directors,
Avery S. Cohen,
Secretary
Dated: March 31, 2000
11
<PAGE>
STONERIDGE, INC.
P R O X Y
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The undersigned hereby appoints Cloyd J. Abruzzo, Kevin P. Bagby and Avery
S. Cohen, and each of them, attorneys and proxies of the undersigned, with full
power of substitution, to attend the annual meeting of shareholders of
Stoneridge, Inc. to be held at 600 Golf Drive, Warren, Ohio 44483, on Monday,
May 8, 2000, at 10:00 a.m., local time, or any adjournment thereof, and to vote
the number of common shares of Stoneridge, Inc. which the undersigned would be
entitled to vote, and with all the power the undersigned would possess if
personally present, as follows:
1. ________ FOR (except as noted below), or ________ WITHHOLD AUTHORITY
to vote for, the following nominees for election as directors, each to
serve until the next annual meeting of the shareholders and until his
successor has been duly elected and qualified: Cloyd J. Abruzzo,
Richard E. Cheney, Avery S. Cohen, D.M. Draime, Sheldon J. Epstein,
C.J. Hire, Richard G. LeFauve and Earl L. Linehan.
(INSTRUCTION: To withhold authority to vote for any particular
nominee, write that nominee's name on the line provided below.)
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2. On such other business as may properly come before the meeting.
<PAGE>
The Proxies will vote as specified above, or if a choice is not specified,
they will vote FOR the nominees listed in Item 1.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF THE COMPANY
Receipt of the Notice of Annual Meeting of Shareholders
and Proxy Statement dated March 31, 2000, is hereby
acknowledged.
Dated ______________________________, 2000
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Signature(s)
(Please sign exactly as your name or names appear
hereon, indicating, where proper, official position or
representative capacity.)
