SCHEDULE 14A
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
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Filed by a Party other than the Registrant [ ]
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[ ] Preliminary Proxy Statement
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
Watkins-Johnson Company
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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[On WJ letterhead]
May 25, 1999
Dear Shareowner:
When the 1999 Annual Meeting of Shareowners of Watkins-Johnson Company
reconvened earlier today to vote on the two Proposals that had been deferred
from the initial session of the Annual Meeting on April 29, 1999, the number of
affirmative votes in favor of these two Proposals was still somewhat short of
the 80% approval level required by the Company's current Articles of
Incorporation.
Although the overwhelming majority of the shares that had been voted on these
Proposals up through today were voted in favor of each Proposal, a number of
shares have still not voted at all. Accordingly, and because your Board of
Directors would like to give all shareowners the opportunity to vote on these
important Proposals, the polls have been kept open for a few more days.
This letter constitutes Watkins-Johnson Company's formal notice to all
shareowners of record as of March 10, 1999 (the record date for the 1999 Annual
Meeting), that the polls will remain open on Proposals 2 and 3 until 11:00 a.m.
on Friday, June 11, 1999, at which time the Annual Meeting will be reconvened at
the Company's headquarters located at the address set forth at the top of this
letter. The Company does not anticipate that any business will be conducted at
the 1999 Annual Meeting, when it reconvenes on that date, other than completion
of the voting on Proposals 2 and 3, and no other business may be proposed by any
shareowner. If any other item of business properly comes before the 1999 Annual
Meeting, the proxies received by the Company will be voted in the discretion of
the proxyholders with regard to that item unless the particular proxy is
otherwise marked.
Proposal 2 will amend the Company's Articles of Incorporation and Bylaws to
eliminate their super-majority shareowner voting requirement. Proposal 3 will
amend the Company's Bylaws to eliminate their super-majority director voting
requirements. The Board of Directors of Watkins-Johnson Company believes that
the adoption of these two Proposals is in the best interests of all shareowners
and unanimously recommends a vote FOR both Proposals.
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If you have already returned your proxy and have voted FOR Proposals 2 and 3, we
thank you for your support. If you have previously voted AGAINST or have not yet
voted on these two important Proposals, we urge you to take into consideration
the Board's unanimous recommendation and take the time to vote the enclosed
proxy FOR Proposals 2 and 3. The polls for Proposals 1 (election of directors)
and 4 (approval of auditors) are closed.
If you would like an additional copy of our proxy statement dated March 17 or
our supplemental letter dated April 14, which contain important additional
information concerning (among other things) these two Proposals, the Board's
reason for unanimously recommending them and the Board's commitment to all
shareowners regarding Proposal 3, please contact our proxy solicitor (whose name
and telephone number appear below). Alternatively, you may access these
documents by referring to the Annual Meeting section of the Watkins-Johnson
website at http:\\www.wj.com.
We urge all shareowners, regardless of how many or few shares you own, to vote
FOR Proposals 2 and 3. Please mark, sign and date the enclosed proxy card and
mail it today. Your prompt action will help the Company avoid any further
expense relating to this matter and enhance the likelihood that these two
important Proposals will be approved.
Please contact Larry Dennedy of MacKenzie Partners (the Company's proxy
solicitor) at 212-929-5500 (call collect) or toll-free at 800-322-2885 should
you have any questions or require assistance in voting your shares.
Sincerely yours,
/s/ Dean A. Watkins
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Dean A. Watkins
/s/ H. Richard Johnson
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H. Richard Johnson
/s/ W. Keith Kennedy, Jr.
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W. Keith Kennedy, Jr.
2
