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 Section 240.14a-11(c) or Section
240,14a-12
WOODHEAD INDUSTRIES, 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 transactions 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:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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<PAGE>
WOODHEAD INDUSTRIES, INC.
[LOGO]
December 19, 1997
Dear Stockholder:
You are cordially invited to attend the 1998 Annual Meeting of
Stockholders. The meeting will be held at the Northbrook Hilton Hotel, 2855
North Milwaukee Avenue, Northbrook, Illinois at 10:00 a.m. on Friday, January
23, 1998. After the business session, we will report on current operations and
other matters of importance.
The formal Notice and Proxy Statement appear on the following pages and
contain details of the business to be conducted at the meeting. In addition to
the election of five directors, you will be asked to ratify the appointment of
the independent public accountants.
Northbrook is a northern suburb of Chicago and the Northbrook Hilton Hotel
is located just west of the Illinois Tollway near the intersection of Milwaukee
Avenue (Rt. 21) and Palatine Road.
Your vote is very important regardless of the number of shares you own. We
hope you can attend the meeting. However, whether or not you plan to attend,
please sign, date and return the accompanying proxy card as soon as possible.
The enclosed envelope requires no postage if mailed in the United States. If you
attend the meeting, you may revoke your proxy if you wish and vote personally.
Sincerely,
[SIGNATURE]
C. Mark DeWinter
Chairman, President and
Chief Executive Officer
<PAGE>
WOODHEAD INDUSTRIES, INC.
[LOGO]
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
JANUARY 23, 1998
TO OUR STOCKHOLDERS:
The Annual Meeting of the Stockholders of Woodhead Industries, Inc. (the
"Company") will be held at the Northbrook Hilton Hotel, 2855 North Milwaukee
Avenue, Northbrook, Illinois on Friday, January 23, 1998 at 10:00 a.m., Chicago
time, to consider and take action upon the following matters which are described
more fully in the enclosed Proxy Statement:
1. The election of five directors;
2. The ratification of the appointment of Arthur Andersen LLP as
independent public accountants of the Company; and
3. The transaction of such other business as may properly come before
the meeting.
The Board of Directors has fixed November 28, 1997 as the record date for the
determination of the stockholders entitled to notice of and to vote at the
meeting and at any adjournment or postponement thereof. A list of such
stockholders will be available for examination by any stockholder at the
principal office of the Company, 2150 East Lake Cook Road, Suite 400, Buffalo
Grove, Illinois, for a period of ten days prior to the meeting and at the
meeting.
The Board of Directors has authorized the solicitation of proxies. Unless
otherwise directed, the proxies will be voted FOR the election of the five
persons listed in the attached Proxy Statement; FOR the ratification of the
appointment of independent public accountants; and on any other business that
may properly come before the Annual Meeting as the named proxies in their best
judgment shall decide.
[SIGNATURE]
Robert J. Tortorello
Secretary
Buffalo Grove, Illinois
December 19, 1997
<PAGE>
WOODHEAD INDUSTRIES, INC.
[LOGO]
PROXY STATEMENT
Buffalo Grove, Illinois
December 19, 1997
To the Stockholders of Woodhead Industries, Inc.
The accompanying proxy is solicited by and on behalf of the Board of Directors
of Woodhead Industries, Inc., 2150 East Lake Cook Road, Suite 400, Buffalo
Grove, Illinois 60089, for use at the Annual Meeting of Stockholders of the
Company to be held January 23, 1998 and at any adjournments or postponements of
such meeting. This proxy statement and accompanying proxy, along with the
Company's Annual Report to Stockholders, are first being sent to stockholders on
or about December 19, 1997.
Any stockholder giving a proxy has the power to revoke it at any time before it
is voted. Proxies may be revoked by filing with the Secretary of the Company
written notice of revocation bearing a later date than the proxy, by duly
executing a subsequently dated proxy relating to the same shares of Common Stock
and delivering it to the Secretary of the Company or by attending the Annual
Meeting and voting in person. Attendance at the Annual Meeting will not in and
of itself constitute revocation of a proxy. Any subsequently dated proxy or
written notice revoking a proxy should be sent to the Secretary of the Company
at Woodhead Industries, Inc., 2150 East Lake Cook Road, Suite 400, Buffalo
Grove, Illinois 60089.
SHARES OUTSTANDING AND VOTING RIGHTS
Only stockholders of record at the close of business on November 28, 1997 are
entitled to vote at the meeting. On that date the Company had outstanding
10,569,914 shares of Common Stock, each of which is entitled to one vote.
Stockholders do not have cumulative voting rights with respect to the election
of directors.
The matters to be considered and acted upon at such meeting are referred to in
the preceding Notice and are more fully discussed below. All shares represented
by proxies which are returned properly signed will be voted as specified on the
proxy. If choices are not specified on the proxy, the shares will be voted as
recommended by the Board. The Company's By-laws require that the holders of a
majority of the total number of shares issued and outstanding be represented in
person or by proxy in order for the business of the meeting to be transacted.
Abstentions and broker non-votes will be counted in the determination of whether
a quorum exists.
ITEM 1
ELECTION OF DIRECTORS
NOMINEES AND CONTINUING DIRECTORS
The Company's By-laws provide that the Board of Directors shall consist of no
more than twelve directors, but no less than five directors divided into three
classes, the classes to be as nearly equal in number as possible. The Board of
Directors currently consists of eleven members.
<PAGE>
Class II, to be elected at this meeting, consists of three directors to serve
until the 2001 Annual Meeting of Stockholders or until their successors have
been elected and qualified. The nominees, Linda Y. C. Lim, Dale A. Miller and
Alan L. Shaffer, are three of the four current members of Class II, and their
terms expire at this meeting. Richard A. Virzi, the other current member of
Class II, is retiring from the Board following this meeting. The Board of
Directors has determined not to fill the vacancy created by Mr. Virzi's
retirement at this time and has approved a resolution reducing the size of the
Board to ten members effective immediately upon Mr. Virzi's retirement.
Also to be elected at this meeting are Ann F. Hackett and Eugene P.
Nesbeda, two of the current members of Class I. Ms. Hackett and Mr. Nesbeda, as
members of Class I, will serve until the 2000 Annual Meeting, or until their
successors have been elected and qualified. Ms. Hackett, Ms. Lim and Mr. Nesbeda
were appointed to the Board earlier in the year. Shares represented by proxies
which are returned properly signed will be voted for the nominees unless the
stockholder indicates on the proxy that authority to vote the shares is
withheld. Each of the nominees has consented to serve as a director if elected.
Although it is not anticipated, if any of the nominees should be unable or
unwilling to serve as a director, it is intended that the proxies will be voted
for such other person or persons, if any, as the Board of Directors may
determine.
The affirmative vote of the majority of shares present in person or represented
by proxy at the annual meeting and entitled to vote is required to elect
directors. Abstentions and broker non-votes will have the same effect as a no
vote.
2
<PAGE>
The following sets forth certain information with respect to the nominees as
well as to those directors in Classes I and III whose terms continue after the
meeting.
The management nominees for director are:
<TABLE>
<CAPTION>
Principal Occupation Director Term to
Name of Nominee or Employment Age Since Expire
<S> <C> <C> <C> <C>
CLASS I
Ann F. Hackett.......................Principal, Horizon Consulting 43 Nov. 1997 2000
Group and Vice President,
Soulsource, Inc.
Eugene P. Nesbeda (C)(N).............President, Tetra Pak Plastic 43 June 1997 2000
Packaging
CLASS II
Linda Y. C. Lim......................Associate Professor of 47 Nov. 1997 2001
International Business, University
of Michigan Business School
Dale A. Miller (A)(E)................President and Chief Executive 50 Apr. 1993 2001
Officer, Novartis Animal
Health, Inc.
Alan L. Shaffer (C)(E)...............Group Vice President, Industrial 47 June 1996 2001
Products, Cincinnati Milacron Inc.
<CAPTION>
Those directors whose terms do not expire this year are:
<S> <C> <C> <C> <C>
CLASS I
Charles W. Denny (C)(N)..............Chairman and Chief Executive 61 Feb. 1993 2000
Officer, Group Schneider
North America and Vice
Chairman, Square D Company
C. Mark DeWinter (E).................Chairman, President and Chief 55 Jan. 1988 2000
Executive Officer of the
Company
CLASS III
Daniel T. Carroll (C)(N).............Chairman, 71 Jan. 1987 1999
The Carroll Group, Inc.
Sarilee K. Norton (A)(N).............Vice President, Corporate 50 May 1996 1999
Strategy, Tenneco
Robert D. Tuttle (A)(E)..............Retired Chairman and Chief 72 Sept. 1978 1999
Executive Officer,
SPX Corporation
- ---------------
<FN>
(A) Member of Audit Committee
(C) Member of Compensation and Stock Option Committee
(E) Member of Executive Committee
(N) Member of Nominating Committee
</FN>
</TABLE>
3
<PAGE>
Ms. Ann F. Hackett is a principal of Horizon Consulting Group, which was
founded in 1996. She also has been Vice President, Soulsource, Inc. since 1996.
Prior to that she had been an independent management consultant in human
resource and strategy development from 1990 to 1996. Horizon Consulting Group
and Soulsource, Inc. provide strategic, organizational, marketing and
operational advice to clients.
Mr. Eugene P. Nesbeda, has been President, Tetra Pak Plastic Packaging at Tetra
Pak Group since 1995. Prior to that, he served as an officer of the General
Electric Company since 1989, his most recent position there being Vice President
and General Manager of GE Structured Products from 1992. Tetra Pak is one of the
world's leading suppliers of packaging to the liquid food industry.
Dr. Linda Y. C. Lim has been Associate Professor of International Business
at the University of Michigan Business School since 1994 and Director of the
University's Southeast Asia Business Program since 1993. Prior to that, she
served as Adjunct Assistant Professor at the University of Michigan Business
School from 1991 to 1994.
Mr. Dale A. Miller has been President and Chief Executive Officer of
Novartis Animal Health, Inc. since 1996. Prior to that, he was President and
Chief Executive Officer of Sandoz Agro, Inc. and Sandoz Agro, Ltd. for more than
10 years. Novartis Animal Health, Inc., an international manufacturer of
specialty animal health products, was created as a result of the merger of
Sandoz, Ltd. and Ciba Geigy, Ltd.
Mr. Alan L. Shaffer has been Group Vice President--Industrial Products at
Cincinnati Milacron Inc. since 1986. Cincinnati Milacron is a premier
manufacturing source for metalworking and processing technologies serving
industries worldwide.
Mr. Charles W. Denny has been Chairman and Chief Executive Officer of Group
Schneider North America and Vice Chairman of Square D Company since May, 1997.
Prior to that, he had been President and Chief Executive Officer of Group
Schneider North America and President and Chief Operating Officer of Square D
Company since 1992. He currently serves as a director of Cherry Corporation.
Square D Company is one of North America's largest manufacturers of quality
electrical power control and distribution products.
Mr. C. Mark DeWinter has been the Company's Chairman, President and Chief
Executive Officer since January, 1997, having served as President and Chief
Executive Officer since 1993. Prior to that he served as the Company's President
and Chief Operating Officer since 1987.
Mr. Daniel T. Carroll, Chairman of The Carroll Group, Inc., has served in
that position since 1982. He currently serves as a director of A. M. Castle &
Co.; American Woodmark Corp.; Aon Corporation; Comshare, Inc.; Diebold, Inc.;
Homes Protection Group, Inc.; Oshkosh Truck Corporation; and Wolverine World
Wide, Inc. The Carroll Group, Inc. is a management consulting firm.
Ms. Sarilee K. Norton, Vice President--Corporate Strategy, Tenneco, has
held that position since January 1997. Prior to that, she had been Vice
President, Quality Management and Strategy for Tenneco Packaging for more than
five years. Tenneco is one of the world's leading and most diverse packaging
manufacturers.
Mr. Robert D. Tuttle is the retired Chairman of the Board and Chief
Executive Officer, SPX Corporation Mr. Tuttle is a director of Batts Group,
Inc., Guardsman Products, Inc., and Walbro Corporation. SPX Corporation is a
manufacturer and distributor of components for automotive and heavy-duty
transportation equipment in both the United States and international markets.
4
<PAGE>
INFORMATION CONCERNING THE BOARD AND ITS COMMITTEES
Board of Directors
The Board normally considers dividend action in January, April, July and
October. At its October meeting it reviews the results of operations for the
fiscal year just ended and the Company's operating plan for the year ahead as
well as the capital budget for the ensuing year.
In fiscal 1997, there were six meetings of the Board of Directors. All
directors were present for 75% or more of the total number of meetings of the
Board of Directors and Committees of the Board on which they serve.
Committees of the Board
The committees established by the Board to assist it in the discharge of its
responsibilities are the Audit Committee, Compensation and Stock Option
Committee, Executive Committee, and Nominating Committee. These committees and
the principal responsibilities of each are described below. Respective
memberships on the various committees are identified in the list of directors in
this Proxy Statement.
The Audit Committee currently consists of four directors who are not employees
of the Company ("non-employee directors"). This Committee reviews the results
and costs of audits by the Company's outside auditors. Each year the Committee
recommends the appointment of an independent public accounting firm.
Periodically it meets with representatives of that firm and with the Company's
management. It also reviews and monitors policies established to prevent
unethical, questionable or illegal activities by those associated with the
Company. The Audit Committee held three meetings during fiscal 1997.
The Compensation and Stock Option Committee consists of four non-employee
directors. This Committee makes recommendations to the Board of Directors as to
the salaries of the Company's officers as well as incentive plans and other
forms of compensation. This Committee also grants stock options to management
personnel and key employees of the Company and its subsidiaries, and maintains
administrative authority with respect to the Woodhead Industries, Inc. Stock
Compensation Plans. The Compensation and Stock Option Committee held two
meetings during fiscal 1997.
The Executive Committee, comprised of five directors, exercises the authority of
the Board of Directors in certain matters subject to the final approval of the
entire Board. The Committee meets periodically to discuss and review matters of
interest to the Board. The Executive Committee held no meetings during fiscal
1997.
The Nominating Committee, comprised of four directors, reviews the
qualifications of possible directors and submits its recommendations to the
Board of Directors to fill board vacancies. This committee also reviews and
recommends board committee assignments. The Nominating Committee held one
meeting during fiscal 1997.
The Company's By-laws provide that nominations for the election of directors may
be made by the Board of Directors or a committee appointed by the Board of
Directors. In addition, the By-laws provide a procedure for stockholder
nominations. Stockholders intending to nominate director candidates for election
must deliver written notice thereof to the Secretary of the Company not later
than (i) with respect to an election to be held at an annual meeting of
stockholders, 90 days in advance of such meeting, and (ii) with respect to an
election to be held at a special meeting of stockholders, the close of business
on the seventh day following the date on which notice of such meeting is first
given to stockholders. Stockholders wishing to make such nominations may contact
the Secretary of the Company to determine the proposed date of such annual
meeting. The By-laws further provide that the
5
<PAGE>
notice shall set forth certain information concerning such stockholder and his
nominee(s), including their names and addresses, a representation that the
stockholder is entitled to vote at such meeting and intends to appear in person
or by proxy at the meeting to nominate the person or persons specified in the
notice, a description of all arrangements or understandings between the
stockholder and each nominee, such other information as would be required to be
included in a proxy statement soliciting proxies for the election of the
nominees of such stockholder and the consent of each nominee to serve as a
director of the Company if so elected. The chairman of the meeting may refuse to
acknowledge the nomination of any person not made in compliance with the
foregoing procedure.
DIRECTORS' COMPENSATION
Directors who are officers of the Company receive no additional compensation for
service on the Board of Directors or any committee thereof or on any Company
committee. Non-employee directors each receive an annual retainer of $17,000
plus an additional $900 for attendance at each meeting of the Board or a
committee of the Board. Committee chairpersons also receive an annual stipend of
$1,000.
Under a deferred compensation arrangement, non-employee directors may elect to
defer payment of their annual retainers and fees until termination of their
services as directors. Deferred amounts accrue interest at the Federal Reserve
Discount Rate until paid.
During January 1997, the Company terminated the retirement plan for non-employee
directors. The present value of the retirement benefit was either paid to or
deferred until retirement for each of the directors. Deferred payments will earn
interest at eight percent, compounded annually. The present value of the benefit
for each director follows: Mr. Carroll -- $124,656, Mr. Denny -- $21,599, Mr.
Miller -- $8,422, Ms. Norton -- $1,551, Mr. Shaffer -- $966, Mr. Tuttle --
$124,656, and Mr. Virzi -- $98,601.
The Company has established a trust to ensure payment to all directors of their
deferred compensation and retirement benefits.
The 1993 Directors Stock Option Plan provided for three automatic annual grants
of stock options to each non-employee director who was serving on the Board of
Directors at the time of such grants. No further grants may be made under this
plan. Each annual grant (which became exercisable six months following its grant
date) entitles the participant to purchase from the Company up to 1,500 shares
of Common Stock (subject to adjustment pursuant to the 1993 Directors Plan) at
the fair market value of the Common Stock on the grant date. Directors' stock
options expire five years after the date they were granted, or at such earlier
date as provided in the 1993 Directors Plan.
Pursuant to the 1996 Stock Awards Plan, non-employee directors are eligible to
receive grants of either stock options or restricted stock. Under this plan, the
Compensation and Stock Option Committee determines the number of shares covered
by an option and the option price, which price, however, may not be less than
the fair market value of the stock at the time of the grant. Grants of 1,500
options (12,000 in aggregate) were made to each non-employee director on October
23, 1996 with an exercise price of $13.19.
During 1997, Messrs. Carroll and Virzi each exercised options for 4,500
shares with an exercise price of $5.17 per share. At the time of these exercises
the fair market value of the stock was $13.25 and $12.94, respectively.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
executive officers and directors to file initial reports of ownership and
reports of changes in ownership with the Securities and
6
<PAGE>
Exchange Commission and NASDAQ. Executive officers and directors are required by
SEC regulations to furnish the Company with copies of all Section 16(a) forms
they file. Based on a review of the copies of such forms furnished to the
Company and written representations from the Company's executive officers and
directors, all reports were filed on a timely basis.
STOCK OWNERSHIP OF MANAGEMENT
AND CERTAIN BENEFICIAL OWNERS
MANAGEMENT
The following table sets forth the number of shares of the Company's Common
Stock beneficially owned as of November 28, 1997, by each director, each
executive officer named in the Summary Compensation Table and all directors and
executive officers as a group.
<TABLE>
<CAPTION>
Number of Shares Percent of
Beneficially Owned(1)(2) Class
<S> <C> <C>
Daniel T. Carroll.......................................... 22,502 *
Charles W. Denny........................................... 8,850 *
C. Mark DeWinter........................................... 403,130(3) 3.8%
Ann F. Hackett............................................. 0 *
Robert G. Jennings......................................... 156,667(4) 1.5%
Linda Y. C. Lim............................................ 0 *
Dale A. Miller............................................. 8,250(5) *
Robert A. Moulton.......................................... 91,300 *
Eugene P. Nesbeda......................................... 0 *
Joseph P. Nogal............................................ 43,300(5) *
Sarilee K. Norton.......................................... 2,270 *
Alan L. Shaffer............................................ 2,200(5) *
Robert J. Tortorello....................................... 114,450(5) 1.1%
Robert D. Tuttle........................................... 37,500(5) *
Richard A. Virzi........................................... 27,000 *
All directors and executive officers as a group
(16 persons) including above-named....................... 917,419 8.7%
- ----------------
<FN>
* Less than 1%.
(1) Except as otherwise indicated, each director and executive officer has
sole voting and investment power over the shares he beneficially owns.
(2) Includes shares which may be acquired within 60 days pursuant to option
grants as follows: Mr. Carroll -- 7,500 shares, Mr. Denny -- 7,500 shares, Mr.
DeWinter -- 351,000 shares, Mr. Jennings -- 126,667 shares, Mr. Miller -- 7,500
shares, Mr. Moulton -- 77,800 shares, Mr. Nogal -- 37,300 shares, Ms. Norton --
1,500 shares, Mr. Shaffer -- 1,500 shares, Mr. Tortorello -- 106,200 shares, Mr.
Virzi -- 7,500 shares, and all directors and officers as a group -- 743,467
shares. Stock options carry no voting or investment rights.
7
<PAGE>
(3) Includes 30,000 shares granted as a restricted stock award under the
1990 Stock Awards Plan. These shares vest on July 28, 2000. Mr. DeWinter has the
right to vote such shares.
(4) Excludes 1,400 shares owned by Mr. Jennings' family members sharing the
same household for which he disclaims any beneficial ownership.
(5) Shared voting and investment power as follows: Mr. Miller-- 750 shares,
Mr. Nogal-- 5,000 shares, Mr. Shaffer-- 700 shares, Mr. Tortorello-- 8,250
shares, and Mr. Tuttle-- 37,500 shares.
</FN>
</TABLE>
OTHER BENEFICIAL OWNERS
The following table shows persons or groups who are known to the Company to
be beneficial owners of more than 5% of the outstanding Common Stock of the
Company as of November 28, 1997:
<TABLE>
<CAPTION>
Name and Address Amount and Nature of Percent
of Beneficial Owner Beneficial Ownership of Class
<S> <C> <C>
Neuberger & Berman............................................ 1,053,950(1) 10.0
605 Third Avenue
New York, New York 10158
Mary Woodhead Eklund.......................................... 782,701(2)(3) 7.4
666 Hilary Drive
Tiburon, California 94920
Harris Bankcorp, Inc.......................................... 600,000(3) 5.7
111 West Monroe Street
Chicago, Illinois 60690
- -----------------
<FN>
(1) Information provided by Neuberger & Berman and stockholder records
indicates that Neuberger & Berman has sole voting power as to 898,200 shares,
shared voting power as to 155,750 shares and shared dispositive power as to
1,053,950 shares.
(2) Information provided by Mary Woodhead Eklund and stockholder records
indicates that Mary Woodhead Eklund has shared voting and dispositive power as
to 715,201 shares including the shares referred to in footnote 3 below, and sole
voting and dispositive power as to 67,500 shares.
(3) Information provided by the Harris Trust & Savings Bank indicates that
such bank has shared voting and dispositive power as co-trustee as to 600,000
shares.
</FN>
</TABLE>
8
<PAGE>
EXECUTIVE COMPENSATION
The following table sets forth the compensation received by the Chief Executive
Officer and the four other most highly compensated executive officers of the
Company (the "Named Executives") for services to the Company and its
subsidiaries during the last three fiscal years.
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
Long Term
Annual Compensation Compensation
--------------------------- --------------------
Other
Annual Restricted All Other
Compen- Stock Compensa-
Salary Bonus sation Awards Options(2) tion(3)
Name and Principal Position Year ($) ($) ($) ($) (#) ($)
<S> <C> <C> <C> <C> <C> <C> <C>
C. M. DeWinter 1997 315,000 226,800 (1) 0 45,000 15,447
Chairman, President and 1996 300,000 180,000 (1) 0 45,000 12,924
Chief Executive Officer 1995 280,000 210,000 (1) 0 37,500 12,446
R. G. Jennings 1997 161,000 96,600 (1) 0 8,500 15,447
Vice President, Finance 1996 155,000 93,000 (1) 0 9,000 12,924
and C.F.O. 1995 149,000 111,750 (1) 0 12,750 12,689
R. J. Tortorello 1997 142,500 68,400 (1) 0 5,500 14,816
Vice President, 1996 137,000 65,760 (1) 0 6,200 12,057
General Counsel and 1995 131,000 75,980 (1) 0 8,250 11,677
Secretary
R. A. Moulton 1997 116,000 55,680 (1) 0 3,500 12,619
Vice President, 1996 111,500 53,520 (1) 0 3,800 10,371
Human Resources 1995 107,000 62,060 (1) 0 5,250 9,710
J. P. Nogal 1997 113,000 54,240 (1) 0 3,500 12,370
Treasurer/Controller and 1996 108,500 52,080 (1) 0 3,800 10,173
Assistant Secretary 1995 104,000 60,320 (1) 0 5,250 9,601
- ---------------
<FN>
(1) No disclosure is required in this column pursuant to applicable
Securities and Exchange Commission Regulations, as the aggregate value of
perquisites and other personal benefits covered by this column does not exceed
the lesser of $50,000, or 10% of the annual salary and bonus shown for each
respective Named Executive.
(2) The number of shares granted in fiscal year 1995 was adjusted to
reflect the 50% stock dividend in May 1995.
(3) Reflects the amount of the Company's contribution to the Profit Sharing
and 401(k) Plan.
</FN>
</TABLE>
9
<PAGE>
OPTION GRANTS IN LAST FISCAL YEAR
The following table sets forth information on option grants in fiscal 1997 to
the Named Executives.
<TABLE>
<CAPTION>
Potential Realizable
Value
Individual Grants At Assumed Annual
- ------------------------------------------------------------------------------------- Rates Of
Percent Of Stock Price
Total Appreciation For
Options Option Term(2)
Options Granted To Exercise Or ---------------------
Granted(1) Employees In Base Price(1) Expiration 5% 10%
Name (#) Fiscal 1997 ($/Share) Date ($) ($)
------- -------
<S> <C> <C> <C> <C> <C> <C>
C.M. DeWinter.................... 45,000 33.1% 13.31 10/22/06 376,650 954,450
R.G. Jennings.................... 8,500 6.3% 13.31 10/22/06 71,145 180,285
R.J. Tortorello.................. 5,500 4.0% 13.31 10/22/06 46,035 116,655
R.A. Moulton..................... 3,500 2.6% 13.31 10/22/06 29,295 74,235
J.P. Nogal....................... 3,500 2.6% 13.31 10/22/06 29,295 74,235
- --------------
<FN>
(1) All such options were granted on October 22, 1996 at fair market value
on such date and were not exercisable until October 22, 1997.
(2) Amounts shown assume a 5% and 10% annual rate of appreciation on the
price of the Company's Common Stock throughout the option term. There can be no
assurance that the rate of appreciation assumed for purposes of this table will
be achieved. However, an increase of approximately $88 million and $224 million,
respectively, in the "Potential Realizable Value" would be realized by all
shareholders under the prescribed 5% and 10% stock price appreciation rates.
</FN>
</TABLE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR END OPTION VALUES
The following table sets forth information regarding stock option exercises
during fiscal 1997 and the unexercised options held as of the end of fiscal
1997.
<TABLE>
Number Of Unexercised Value of Unexercised
Shares Options At Fiscal In-The-Money Options
Acquired On Value Year End At Fiscal Year End(1)
Exercise Realized (#) ($)
Name (#) ($) Exercisable/Unexercisable Exercisable/Unexercisable
<S> <C> <C> <C> <C>
C.M. DeWinter.................... 0 0 306,000/45,000 3,917,787/329,175
R.G. Jennings.................... 4,083 42,733 118,167/ 8,500 1,628,539/ 62,178
R.J. Tortorello.................. 3,000 31,620 101,200/ 5,500 1,450,445/ 40,233
R.A. Moulton..................... 2,000 21,040 81,300/ 3,500 1,204,392/ 25,603
J.P. Nogal....................... 1,000 8,690 34,800/ 3,500 434,495/ 25,603
- ---------------
<FN>
(1) Value represents the fair market value as of the end of fiscal 1997 of
the shares subject to such options less the exercise price of such options.
</FN>
</TABLE>
10
<PAGE>
COMPENSATION AND STOCK OPTION COMMITTEE
REPORT ON EXECUTIVE COMPENSATION
The Company's primary financial objective is to increase shareholder value. To
achieve this objective, the Company has created a comprehensive business
strategy. The purpose of the Compensation and Stock Option Committee of the
Board of Directors (the "Committee") is to establish and administer total
executive compensation policies which are aligned with the Company's strategic
business objectives. The Committee, which is composed entirely of non-employee
directors, recommends compensation actions for all corporate officers to the
Board of Directors for approval.
COMPENSATION PHILOSOPHY
There are certain guiding principles to which the Committee adheres in
structuring the compensation packages of key executives including the Named
Executives. These are:
PAY FOR PERFORMANCE -- A high percentage of executives' total compensation
is composed of short-term and long-term variable pay directly linked to
the performance of the Company. The Committee believes that this structure
aligns the executives' interests with the interest of the stockholders.
COMPETITIVENESS -- Total compensation programs are designed to provide
executives with an opportunity to earn at a level above the median
industry practices and market competitors, when Company performance
exceeds industry norms and that of its competitors. This enables the
Company to significantly challenge its management team.
EXECUTIVE OWNERSHIP -- A major component of variable pay is equity based
compensation. This links management's interests with stockholders'
interests and properly balances rewards for long-term vs. short-term
results.
MANAGEMENT DEVELOPMENT -- Total compensation programs are designed to
attract and retain individuals with the leadership skills and other key
competencies required to shape the Company's future. This is based on the
belief that the Company's human resources can provide a competitive
advantage in the marketplace.
COMPONENTS OF EXECUTIVE PAY
The components of total pay for all executives are base salary, annual
incentives, long-term incentives, and benefits. The Committee annually reviews
total compensation for the Company's executives, as well as each component of
compensation. This involves a market comparison of compensation and changes in
compensation for equivalent positions in related industrial groups, including
companies of comparable size. Competitive data are provided by independent
compensation consultants at the request of the Committee.
BASE SALARY -- Base salary is generally set at a range of ten percent plus or
minus the median salary offered by companies of comparable size. An individual
executive's base salary, as well as increases, are based on the executive's
performance, experience, and reference to competitive rates for jobs with
comparable content. Actual salary adjustments for executives are determined on a
case by case basis and vary based on factors including performance, job content,
and pay position within a range, with no one factor given any particular
weighting.
11
<PAGE>
ANNUAL INCENTIVES -- Under the Company's annual Management Incentive Plan, a
target annual incentive is established for all participants in the form of a
percentage of base salary. Target awards under the annual incentive plan vary
from 20% to 60% of base salary, with the maximum awards varying from 30% to 100%
of base salary. There is no minimum award under the plan. These targets provide
executives with the opportunity to exceed competitive annual incentive levels if
the Company's performance significantly exceeds standard industry benchmarks.
Performance is measured against predetermined financial goals as reviewed and
approved by the Committee.
For the Chief Executive Officer and the Named Executives, incentive awards are
based on two equally weighted components. One is year-over-year growth in net
income and the other is return on stockholders' equity. Company performance is
measured against a predetermined scale with minimum thresholds applicable to
each performance component under which no portion of an incentive award is
earned. An absolute threshold, related to year-over-year growth in net income,
must be achieved before any incentive award may be earned by the Named
Executives.
LONG-TERM INCENTIVES -- Long-term incentives are provided in the form of stock
options and restricted stock under the 1996 Stock Awards Plan and predecessor
plans.
STOCK OPTIONS -- Incentive stock options or non-qualified stock options
may be granted to provide executives with the opportunity to acquire an
equity interest in the Company and to share in the appreciation of the
stock. Market surveys of long-term incentives are reviewed to establish
competitive practices. Management makes recommendations to the Committee
on the size of a grant, if any, for each executive based on the
individual's ability to affect financial performance, the executive's past
performance, and expectations of the executive's future contributions. All
individual stock option grants are reviewed and approved by the Committee.
Normally stock options are granted annually to executive officers and key
management personnel. The exercise price of such stock options has always
been set at the fair market value on the date of the grant. The Company
has never re-priced any stock option grant.
RESTRICTED STOCK -- Restricted stock awards are intended to be a mechanism
for aligning management and stockholders' interests and to insure
retention of key selected executives. The Company's long-term performance
ultimately determines the compensation value derived from restricted
stock, since the value is dependent on the long-term growth of the
Company's stock price. Only one restricted stock award has ever been
granted by the Company.
BENEFITS -- Certain employee benefits are provided to executives as part of the
total compensation program. Generally the benefits offered to executives are
largely those offered to the general employee population, except for incremental
amounts of life insurance. Additionally, executive officers are provided
non-cash personal benefits such as tax and financial planning, health exams,
club memberships, and company cars. Two of the Named Executives are also covered
by a Supplemental Executive Retirement Plan.
SECTION 162(M) COMPLIANCE -- Section 162(m) of the Internal Revenue Code of 1986
places a $1,000,000 cap on the amount of compensation which may be deducted for
each of the Named Executives. The Company has studied this cap and intends to
take the necessary steps to conform its compensation to comply with such Section
162(m).
12
<PAGE>
CHIEF EXECUTIVE OFFICER COMPENSATION
Mr. DeWinter's base salary was increased during fiscal 1997 to an annual
rate of $315,000, competitive with the median base salary paid to chief
executive officers of comparably sized corporations.
Mr. DeWinter has a target annual incentive level of 60% of base salary. In
accordance with the annual Management Incentive Plan and based on the Company's
growth in net income of 15.0% and return on shareholders' equity of 19.7% for
fiscal 1997, Mr. DeWinter was awarded an annual incentive of $226,800, or 72% of
his base salary.
During fiscal 1997, the Committee approved a stock option grant to Mr. DeWinter
of 45,000 shares. This grant is consistent with competitive practices of
companies in related industries, and of comparable size. The grant also reflects
the Committee's recognition of Mr. DeWinter's leadership in achieving the
Company's past performance, as well as its expectation for his future
contributions.
The Committee believes that the policies and programs described above have
supported the strategic business objectives leading to the increased shareholder
value of Woodhead Industries, Inc. over the last five-year period.
COMPENSATION AND STOCK OPTION
COMMITTEE
Charles W. Denny, Chairman
Daniel T. Carroll
Eugene P. Nesbeda
Alan L. Shaffer
13
<PAGE>
PERFORMANCE GRAPH
The following graph compares the cumulative total shareholder return on the
Company's Common Stock for the last five fiscal years with the cumulative total
return on the Russell 2000 Index and the Dow Jones Electrical Components Group
over the same period (assuming the investment of $100 in the Company's Common
Stock, the Russell 2000 Index and the Dow Jones Electrical Components Group on
October 3, 1992 with all dividends reinvested).
PERFORMANCE GRAPH DATA:
VALUE OF INVESTMENT
Dow Jones Electrical
Woodhead Industries Components Group Russell 2000
10/92 $100 $100 $100
10/93 $144 $108 $133
10/94 $145 $116 $137
10/95 $211 $133 $169
10/96 $196 $168 $191
10/97 $319 $216 $254
SEVERANCE AGREEMENTS
The Company has entered into severance agreements with certain key employees,
including all Named Executives, which provide for the payment of compensation
and benefits in the event of termination of employment following a change in
control of the Company. The agreements generally define "change in control of
the Company" as (i) the acquisition of 25% or more of the combined voting power
of the Company's then outstanding securities; (ii) a change in the majority of
the Company's Board of Directors over a two-year period; or (iii) shareholder
approval of a plan of complete liquidation of the Company or an agreement for
the sale or disposition by the Company of all or substantially all the Company's
assets or the merger or consolidation of the Company with any other corporation,
unless the Company's shareholders continue to hold at least 80% of the combined
voting power of the voting securities of the Company or the surviving entity.
The original term of the severance agreements is three years provided, however,
that each October 1 the agreements will be extended for an additional year
unless the Company provides proper notice of its intention not to extend the
agreements. If a change in control of the Company occurs during the
14
<PAGE>
original or extended term, the agreements will continue in effect for the later
of (i) the original or extended term or (ii) twenty-four months beyond the month
in which the change in control occurs. In no event will the term of an agreement
extend beyond the date the executive attains age sixty-five.
An executive whose employment is terminated following a change in control of the
Company generally will receive compensation pursuant to the severance agreement
only if the termination was by the Company without "cause" or by the executive
for "good reason" as those terms are defined in the agreements. In addition to
the ordinary compensation and benefits (excluding severance) to which any
terminating employee would be entitled, the severance agreements provide the
following additional benefits payable after a change in control of the Company
to executives who are terminated without cause or who resign for good reason:
(i) three times the sum of the executive's base salary and target bonus,
provided, however, that if executive is within three years of normal retirement
age, then this amount is reduced pro rata; (ii) continued health care coverage
and life insurance coverage for up to 36 months; (iii) a cash payment equal to
the difference between the fair market value of the Company's stock and the
exercise price of unexercised options for the Company's stock times the number
of shares represented by the unexercised options; (iv) a cash payment equal to
the present value of the accrued benefit under the Retirement Plan and the
account balance in the Profit Sharing Plan to the extent that either is not
fully vested; (v) the payment of any federal excise taxes; and (vi) the
reimbursement of all legal and accounting fees and expenses incurred as a result
of such termination.
The Company has established a trust which, in the event of a change in
control of the Company, will be funded to ensure payment to all key employees of
the compensation and benefits described herein.
RETIREMENT PLANS
The Company provides Retirement Plans which cover the employees of the Company
and its subsidiaries, excluding, however, those employees who are members of
groups which have not adopted the Plans, groups covered by collective bargaining
agreements that do not provide for participation and employees of certain
foreign subsidiaries. The Plans are funded entirely by the Company and provide
pension benefits upon retirement at age 65. The Plan for the Company and its
U.S. subsidiaries provides pension benefits upon retirement at age 65 equal to
1.2% of the participant's average annual compensation multiplied by years of
credited service up to 30 years, reduced by .6% of final average compensation
(which reflects reductions for social security benefits) up to covered
compensation multiplied by years of credited service up to 30 years.
Participants are fully vested in their accrued pension benefits after five years
of service. The Plans provide for early retirement at age 55 with 10 years'
continuous employment. In the event of the death of an active participant who
has completed 5 years of service, provision is made to pay a benefit of monthly
income for life to the participant's surviving spouse equal to 50% of the
benefit which would have been payable to the participant.
Annual amounts of normal retirement pension payable under the Plans are
illustrated in the following table. The illustration assumes retirement as of
October 1, 1997 at the normal retirement age of 65. Benefits were computed on a
straight life annuity basis.
<TABLE>
<CAPTION>
Five-Year Estimated Annual Normal Retirement Pension
Average Based Upon the Indicated Benefit Service
Compensation 10 Years 15 Years 20 Years 25 Years 30 Years
<C> <C> <C> <C> <C> <C>
$100,000................................. $10,242 $15,363 $20,484 $25,604 $30,725
125,000................................. 13,242 19,863 26,484 33,104 39,725
150,000................................. 16,242 24,363 32,484 40,604 48,725
160,000 and above....................... 17,442 26,163 34,884 43,604 52,325
</TABLE>
15
<PAGE>
The number of years of service, as of October 1, 1997 for each of the
executive officers listed in the summary compensation table was as follows: Mr.
DeWinter--11 years, Mr. Jennings--10 years, Mr. Tortorello--10 years, Mr.
Moulton--11 years, and Mr. Nogal--19 years.
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
The Woodhead Industries, Inc. Supplemental Executive Retirement Plan ( the
"SERP") is a non-qualified and unfunded plan designed to provide supplemental
retirement benefits to selected key employees of the Company who have forfeited
potential retirement benefits from former employers and/or who are subject to
statutory or regulatory restrictions on qualified plan benefits. The
supplemental benefit payable to each participant who retires on or after his
normal retirement age is equal to sixty percent (60%) of his average monthly
compensation, less the sum of (i) his "Primary Social Security Benefit" and (ii)
the actuarial equivalent of any retirement benefits to which such participant is
then entitled under any other retirement plan or arrangement maintained by the
Company. A participant's average monthly compensation is one-sixtieth (1/60) of
the aggregate of such participant's base salary and bonus award for the five
highest consecutive Plan Years (as defined in the Retirement Plan). The SERP
provides for early retirement (before age 65) under certain conditions with
reduced benefits. The supplemental benefit to which a participant may be
entitled under the SERP will be paid as a lump sum benefit at retirement.
Messrs. DeWinter and Jennings are the only Named Executives currently covered by
the SERP who would be entitled to benefits thereunder. The estimated lump sum
benefits under the SERP that would be received by these Named Executives, if
each retired at age 65, are as follows: Mr. DeWinter, $1,240,979; Mr. Jennings,
$281,440. The amounts assume that these Named Executives will continue to work
for the Company until their normal retirement dates and that their earnings will
remain the same as in fiscal year 1997.
The Company has established a trust which, in the event of a change in
control of the Company, will be funded to ensure payment to all participants of
the benefits described herein.
PROFIT SHARING PLANS
The Company provides Profit Sharing Plans which cover the employees of the
Company and its subsidiaries excluding those employees who are members of groups
which have not adopted the Plans, groups covered by collective bargaining
agreements that do not provide for participation and employees of certain other
subsidiaries. The plans are funded by the Company and annual profit sharing
contributions are, under most plans, 5% of annual pretax profits, as defined,
but not exceeding 15% of the aggregate compensation paid to participants during
the year. The contributions, together with non-vested amounts forfeited by
reason of terminations of employment during the year, are allocated among the
accounts of participants in accordance with a formula based on participants'
covered compensation. The amounts so allocated are invested by the plan trustee,
at the direction of each participant, in various investment alternatives. A
participant's account is vested in annual increments of 20% for each of five
years in which the participant completes 1,000 hours of service, and is fully
vested after five years of service. The accounts, however, are automatically
vested upon death, permanent disability or reaching age 65. Distribution of a
participant's vested account balances is normally made upon termination of
employment in the form of a single payment or installment payments.
The Plan for the Company and its U.S. subsidiaries also provides employees the
opportunity for tax-deferred savings pursuant to Section 401(k) of the Internal
Revenue Code of 1986. The Plan allows participants to make elective deferrals of
up to 15% of their eligible compensation, not to exceed the maximum amount
allowable by law. The Company will make matching contributions of 50% of the
amount (up to 4% of the participant's eligible compensation) a participant
defers to the Plan.
16
<PAGE>
Employee contributions and income derived therefrom are 100% vested and
nonforfeitable. Amounts credited to participant accounts which are attributable
to the Company's matching contributions (and any income derived therefrom) are
vested in annual increments of 20% for each of five years in which the
participant completes 1,000 hours of service, and are fully vested after five
years of service.
MANAGEMENT INCENTIVE PLAN
The Management Incentive Plan is administered by a Corporate Management
Committee under the direction of the Compensation and Stock Option Committee of
the Board of Directors. Participants include officers and other key employees
who can make significant contributions to the profitable growth of the Company.
In general, a minimum increase in the Company's net income over the prior year
must be achieved before any payments can be made under the Plan.
Each eligible participant shall have defined in advance of the fiscal year a
range of incentive opportunity, including a maximum bonus amount, which is
expressed as a percent of the participant's base salary. Corresponding with the
incentive opportunity are pre-established performance targets that must be
achieved before the incentive award is earned. These performance targets are
related to the specific strategic objectives of each of the business units.
These targets may include, but are not limited to, return on stockholders'
equity, return on funds employed, achievement of key organizational goals and
income from operations. Maximum payments may range from 30% to 100% of a
participant's base salary.
STOCK COMPENSATION PLANS
The Company has adopted stock compensation plans, from time to time, for the
benefit of certain key employees of the Company and its subsidiaries. There are
currently five plans, the 1981 and 1987 Stock Compensation Plans (the "1981
Plan" and "1987 Plan"), and the 1990, 1993 and 1996 Stock Awards Plans (the
"1990 Plan", "1993 Plan" and "1996 Plan") under which options have been granted
and remain unexercised. No shares are available for the granting of options
under the 1981 Plan, 1987 Plan, 1990 Plan or 1993 Plan. Presently there are
approximately 250 employees eligible to participate. These plans are
administered by the Compensation and Stock Option Committee of the Board of
Directors. Under these plans, options are granted to eligible employees to
purchase Company stock. The employees who are granted options, the number of
shares covered by an option, and the option price are determined by the
Compensation and Stock Option Committee. The option price, however, may not be
less than the fair market value of the stock at the time of the grant. Options
under all plans expire not later than ten years after grant. The optionee
generally must exercise his option within 30 days of termination of employment
with the Company or one of its subsidiaries. Termination of employment for death
or disability may extend the post-employment period in which options may be
exercised to up to two years, while retirement at age 55 or older may extend
that period to up to five years. Options are not transferable except in the case
of the optionee's death.
The plans permit an optionee to acquire stock pursuant to an option either by
paying cash or by exchanging Company stock at its then fair market value, or by
a combination of cash and stock. The plans provide for the granting of
non-qualified options in addition to or instead of incentive stock options.
Also, the 1990 Plan, 1993 Plan and 1996 Plan authorize the Compensation and
Stock Option Committee to grant restricted stock with such restriction periods
as it may designate. During the restriction period, the restricted stock may not
be sold, assigned, pledged or otherwise transferred. Except for the restrictions
on transfer and such other restrictions as the Compensation and Stock Option
Committee may impose, a participant has all the rights of a holder of the
Company's Common Stock including, but not limited to, voting and receiving
dividends. To date, only one award of restricted shares has been granted.
17
<PAGE>
ITEM 2
RATIFICATION OF APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS
Upon recommendation of the Audit Committee, the Board of Directors has
reappointed Arthur Andersen LLP as independent public accountants for the fiscal
year ending October 3, 1998, subject to ratification by the stockholders. Arthur
Andersen LLP has examined the financial statements of the Company each fiscal
year since 1961. A representative of Arthur Andersen LLP will be present at the
Annual Meeting to respond to appropriate questions from stockholders and to make
a statement if such person desires.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE FOR THE RATIFICATION OF
THE SELECTION OF ARTHUR ANDERSEN LLP AS THE COMPANY'S INDEPENDENT PUBLIC
ACCOUNTANTS.
PROPOSALS OF STOCKHOLDERS
Proposals of stockholders intended to be presented at the next Annual
Meeting must be received by the Secretary, Woodhead Industries, Inc., 2150 East
Lake Cook Road, Suite 400, Buffalo Grove, Illinois 60089, no later than August
22, 1998.
GENERAL
The Company has mailed to all stockholders, concurrently with this Proxy
Statement, its annual report for the year ended September 27, 1997. Proxies will
be solicited by mail. Proxies may be solicited by directors, officers and a
small number of regular employees of the Company personally or by mail,
telephone or telegraph, but such persons will not be specially compensated for
such service. It is contemplated that brokerage houses, custodians, nominees and
fiduciaries will be requested to forward the soliciting material to the
beneficial owners of stock held of record by such persons. The expense of such
solicitation will be paid by the Company. In addition, the Company has retained
D. F. King & Co., Inc. to assist them in the solicitation of proxies from
stockholders. For such services, the Company will pay D. F. King & Co., Inc. a
fee not to exceed $5,000 plus out-of-pocket expenses. If any matters other than
those referred to in the Notice of Annual Meeting should properly come before
the meeting, it is the intention of the persons named in the accompanying form
of proxy to vote the proxies held by them in accordance with their best
judgment. Management does not know of any business other than that referred to
in the Notice which may properly be considered at the meeting.
By order of the Board of Directors
[SIGNATURE]
Robert J. Tortorello
Secretary
18
<PAGE>
WOODHEAD INDUSTRIES, INC.
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY.
[ ]
1. ELECTION OF DIRECTORS
Nominees: Ann F. Hackett, FOR ALL (Except
Linda Y. C. Lim, FOR WITHHOLD Nominee(s)
Dale A. Miller, Eugene P. ALL ALL written below)
Nesbeda and Alan L. Shaffer. ( ) ( ) ( )
------------------------------------------------
2. Ratification of the appointment
of Arthur Andersen LLP as FOR AGAINST ABSTAIN
independent public accountants.
3. 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 HEREIN BY
THE UNDERSIGNED STOCKHOLDER.
IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR PROPOSALS 1 AND 2.
Dated: __________________________, 19_____
Signature(s) __________________________________________________________________
- -------------------------------------------------------------------------------
Please sign exactly as name appears below. When shares are held by joint
tenants, both should sign. When signing as attorney, executor, administrator,
trustee or guardian, please give full title as such. If a corporation, please
sign in full corporate name by President or other authorized officer. If a
partnership, please sign in partnership name by authorized person.
- -------------------------------------------------------------------------------
s FOLD AND DETACH HERE s
YOUR VOTE IS IMPORTANT.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE.
3747--WOODHEAD INDUSTRIES, INC.
<PAGE>
PROXY PROXY
WOODHEAD INDUSTRIES, INC.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
WOODHEAD INDUSTRIES, INC. FOR ANNUAL MEETING ON JANUARY 23, 1998
The undersigned holder of Common Stock of Woodhead Industries, Inc. hereby
appoints Daniel T. Carroll, Charles W. Denny and Sarilee K. Norton or any of
them, with full power of substitution, to act as proxy for and to vote the stock
of the undersigned at the Annual Meeting of Stockholders of Woodhead Industries,
Inc. to be held at the Northbrook Hilton Hotel, 2855 North Milwaukee Avenue,
Northbrook, Illinois on January 23, 1998, or any adjournment or postponement
thereof:
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE.
(Continued and to be signed on reverse side.)
3747--WOODHEAD INDUSTRIES, INC.
