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Watkins-Johnson Company
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For Further Information:
Media: Judy Brennan (Sard Verbinnen & Co) 212-687-8080
Investor Contact: Frank E. Emery (Watkins-Johnson) 650-813-2752
For immediate release
WATKINS-JOHNSON ANNOUNCES
OUTCOME OF ANNUAL SHAREOWNER MEETING
Directors Re-elected; Auditors Ratified; Polls Remain Open Until May 24, 1999 on
Two Proposals to Eliminate Super-majority Voting Requirements
PALO ALTO, Calif. April 30, 1999 -- Watkins-Johnson (NYSE: WJ), a high
technology company in wireless communications and semiconductor equipment,
announced the outcome of its Annual Meeting of Shareowners held yesterday.
Shareowners re-elected all current directors and approved Deloitte & Touche LLP
continuing to serve as the company's independent auditors. However, the total
vote submitted on two proposals to amend the company's charter and bylaws to
abolish super-majority voting requirements for shareowners (80% approval) and
directors (75% approval) have so far fallen short of the required approval level
of 80% of the outstanding shares. The proposals would reduce to a
simple-majority the vote required to approve important corporate decisions,
including merging or selling the company.
As a result, the company will keep the polls open until 11:00 a.m. California
time on Monday, May 24, 1999, at the company's headquarters in Palo Alto,
California, in order to give shareowners additional time to vote on these
proposals. In each case, the overwhelming majority of the shares voted were
voted in favor of each proposal. However, the votes fell short of the required
80% of the shares outstanding. In the case of the proposal to eliminate
super-majority shareowner voting, approximately 72% of the outstanding shares
have so far voted in favor, and in the case of the proposal to eliminate
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Watkins-Johnson Company, page 2
super-majority director voting, approximately 63% of the outstanding shares have
so far voted in favor. Both of these proposals were non-discretionary items for
the purposes of brokers voting the shares of their clients, and approximately
25% of the outstanding shares have not yet voted on either proposal.
The company noted that its Board of Directors has unanimously recommended the
elimination of these super-majority voting requirements in order to enhance the
company's ability to pursue possible transactions which its Board and a majority
of shareowners support. On March 1, 1999, the company announced that its Board
of Directors decided to pursue the sale of the company in its entirety or as
separate businesses.
Watkins-Johnson Co. specializes in two high-technology business areas.
WJ's wireless-communications units produce radio-frequency components,
subassemblies and equipment for fixed and mobile networks worldwide. The
company's Semiconductor Equipment Group produces APCVD systems for high-volume
integrated-circuit manufacturing.
This news release, other than the historical financial information,
consists of forward-looking statements that involve risks and uncertainties,
including the outcome of the shareowner vote on the two still-pending proposals
referred to in this press release, the risks of consummation of the sale of the
company or its component businesses, and the other risks detailed from time to
time in the company's SEC reports, including the report on Form 10-K for the
year ended December 31, 1998. Actual results may vary materially.
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