SCHEDULE 14A
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
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Watkins-Johnson Company
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(Name of Registrant as Specified In Its Charter)
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WATKINS-JOHNSON COMPANY
3333 Hillview Avenue
Stanford Research Park
Palo Alto, California 94304
DEAN A. WATKINS W. KEITH KENNEDY, JR.
Chairman of the Board President and
Chief Executive Officer
H. RICHARD JOHNSON
Vice Chairman
April 14, 1999
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YOUR VOTE IS IMPORTANT--PLEASE ACT TODAY
THANK YOU FOR YOUR SUPPORT
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Dear Shareowner:
In our March 17, 1999 letter, we invited you to attend the Company's
Annual Meeting of Shareowners, to be held at 10:00 o'clock in the morning on
Thursday, April 29, 1999, at Hotel Sofitel, 233 Twin Dolphin Drive, Redwood
City, California 94065. We hope you can come to the Annual Meeting.
One of the proposals to be acted on at the 1999 Annual Meeting is a
proposal to eliminate the super-majority director voting requirements of the
Bylaws. On the reverse side of this letter is important additional information
about a commitment the Board has made to all shareowners regarding that
proposal. We encourage you to read it carefully.
As we said in our March 17, 1999 letter, the matters to be acted upon
at this year's Annual Meeting are significant and your participation is
important whether or not you can attend. If you have not already completed a
proxy card, we ask that you take the time, immediately, to complete the card
enclosed with this letter and return it in the enclosed envelope.
If you have any questions or need assistance completing your proxy,
please call MacKenzie Partners, Inc. at (212) 929-5500 (call collect) or
toll-free at (800) 322-2855.
Sincerely yours,
Dean A. Watkins
H. Richard Johnson
W. Keith Kennedy, Jr.
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ADDITIONAL INFORMATION CONCERNING PROPOSAL 3
Our Proxy Statement describes four proposals to be acted on at the 1999
Annual Meeting of Shareowners. One of those proposals, i.e., Proposal 3, seeks
approval of amendments to the Bylaws that would eliminate the super-majority
director voting requirements of the Bylaws applicable to certain specified
decisions of the Board. Detailed information regarding Proposal 3, including the
current text of the relevant provisions of the Bylaws and the changes that would
be made to those provisions by Proposal 3, is contained in our Proxy Statement.
After we mailed our Proxy Statement, we became aware of some investor
concern that Proposal 3 would enable a minority of the Board to make the
decisions covered by Proposal 3 in the name of the whole Board. Although we
believe it is unlikely that a minority of the directors would undertake to bind
the Board as to these kinds of decisions, the Board agrees that this could be
the literal consequence of Proposal 3 because the Proposal contemplates action
by a majority of the quorum and the Bylaws provide that a majority of the entire
Board constitutes a quorum.
To remove this concern, the Board has adopted a standing resolution
containing its commitment to each of our shareowners that, if Proposal 3 is
approved at the 1999 Annual Meeting, none of the decisions of the Board that are
currently subject to the 75% approval requirement of the Bylaws will be taken
unless a majority of the full number of directors then in office votes in favor
of the decision.
Under the Company's Articles of Incorporation, the Board has the power
to determine the number of directors within a range of seven to thirteen.
Currently, the size of the Board is fixed at eight. Accordingly, unless the
Board changed the number of directors, this commitment by the Board will mean
that these particular Board decisions will have to be taken by at least five
directors, except where, for any reason, a vacancy arises on the Board; in that
case these decisions would have to be taken by a majority of the actual number
of directors, less than eight, then in office.
For the reasons set forth in the Proxy Statement, the Board continues
to recommend unanimously a vote "FOR" Proposal 3 and "FOR" the other proposals
contained in the Proxy Statement.
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