<PAGE> 1
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-12
WYNN'S INTERNATIONAL, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than 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:
---------------------------------------------
2) Form, Schedule or Registration Statement No.:
-----------------------
3) Filing Party:
-------------------------------------------------------
4) Date Filed:
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<PAGE> 2
WYNN'S INTERNATIONAL, INC.
500 NORTH STATE COLLEGE BOULEVARD, SUITE 700
ORANGE, CALIFORNIA 92868
------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
MAY 10, 2000
The Annual Meeting of Stockholders of Wynn's International, Inc., a
Delaware corporation (the "Company"), will be held on Wednesday, May 10, 2000,
at 9:00 A.M. at 500 North State College Boulevard, Suite 700, Orange,
California, to consider and vote on the following:
1. Re-election of two directors for three-year terms ending in 2003;
2. Approval of Ernst & Young LLP as the Company's independent auditors for
2000; and
3. Transaction of any other business properly arising at the meeting.
The Board of Directors has fixed March 15, 2000 as the record date for the
meeting, and only holders of Common Stock of record at the close of business on
that date are entitled to receive notice of and vote at the meeting. Please sign
and date the enclosed proxy card and return it without delay in the enclosed
postage-paid envelope. If you attend the meeting, you may withdraw your proxy
and vote personally on each matter.
By Order of the Board of Directors
/s/ WENDY K. PETERSON
Wendy K. Peterson
Secretary
Orange, California
March 30, 2000
<PAGE> 3
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
NOTICE OF ANNUAL MEETING.................................... Cover
PROXY PROCEDURES............................................ 1
Voting by Proxy; Revoking Your Proxy...................... 1
Intended Vote of Proxy Holders............................ 1
Shares Entitled to Vote................................... 2
Voting and Tabulation Procedures.......................... 2
Cost and Methods of Solicitation.......................... 2
PROPOSALS TO BE VOTED UPON.................................. 2
Proposal 1 -- Election of Directors....................... 2
Proposal 2 -- Approval of Independent Public
Accountants............................................ 3
Other Matters............................................. 3
BOARD OF DIRECTORS AND COMMITTEES OF THE BOARD.............. 4
Biographical Information.................................. 4
Committees of the Board................................... 5
Attendance at Board and Committee Meetings................ 6
Compensation of Directors................................. 6
Certain Relationships and Related Transactions............ 6
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT................................................ 7
Stock Ownership of Certain Beneficial Owners.............. 7
Stock Ownership of Directors and Executive Officers....... 8
EXECUTIVE COMPENSATION...................................... 9
Summary Compensation Table................................ 9
Option Grants in Last Fiscal Year......................... 10
Aggregated Option Exercises in Last Fiscal Year and FY-End
Option Values.......................................... 10
Performance Share Award Activity.......................... 10
Pension Plan Table........................................ 11
Employment Contracts and Change-in-Control Arrangements... 12
Compensation Committee Interlocks and Insider
Participation.......................................... 12
Section 16(a) Beneficial Ownership Reporting Compliance... 12
REPORT OF THE COMPENSATION COMMITTEE........................ 13
PERFORMANCE GRAPH........................................... 16
GENERAL INFORMATION......................................... 17
Obtaining a Copy of the Company's Annual Report on Form
10-K................................................... 17
Deadline for Stockholder Proposals........................ 17
</TABLE>
i
<PAGE> 4
WYNN'S INTERNATIONAL, INC.
------------------------
PROXY STATEMENT
We are sending this Proxy Statement to you, the stockholders of Wynn's
International, Inc. (the "Company"), as part of the Board of Directors'
solicitation of proxies to be voted at the Company's Annual Meeting of
Stockholders to be held on May 10, 2000, at 9:00 A.M. and at any adjournments of
the meeting. The Annual Meeting will be held at the Company's executive offices
at 500 North State College Boulevard, Suite 700, Orange, California 92868. We
invite all stockholders of the Company to attend the Annual Meeting in person,
but we know that many stockholders will not able to attend the meeting in
person. We believe that it is important that you be represented and that your
vote be counted at the meeting. Therefore, the Board of Directors asks for your
proxy to vote your shares at the meeting. As used in this Proxy Statement, the
words "proxy" and "proxy card" refer to the enclosed proxy card, which, when
signed and dated by you and returned to the Company, authorizes the Company
officers named in the proxy card to vote your shares at the May 10, 2000
meeting. The named officers will vote your shares at the meeting in the manner
that you indicate on the proxy card. Even if you are planning to attend the
meeting in person, we encourage you to return your proxy card so that we will be
able to tabulate votes efficiently.
We are mailing this Proxy Statement and the proxy card to stockholders on
or about March 30, 2000. We also are enclosing a copy of our 1999 Annual Report
to Stockholders, which includes the Company's 1999 financial statements. The
Annual Report is not, however, part of the proxy materials.
PROXY PROCEDURES
VOTING BY PROXY; REVOKING YOUR PROXY
You are cordially invited to attend the Annual Meeting. Whether or not you
expect to attend in person, we urge you to sign and date the enclosed proxy card
and return it in the enclosed, postage-paid envelope. Voting by proxy will
assist us in tabulating votes more efficiently. You have the right to take back
or revoke your proxy at any time before your shares are actually voted. You may
revoke your proxy by doing any one of the following before your shares are
voted: (i) giving written notice of revocation to the Corporate Secretary of the
Company, (ii) signing and giving to the Corporate Secretary of the Company a
proxy card that is dated after the first proxy card you submitted, or (iii)
attending the Annual Meeting and voting in person. Please note that attending
the meeting will not by itself revoke your proxy. If you attend the meeting and
wish to revoke your proxy, you must notify the Corporate Secretary of your
intentions before your shares are voted.
INTENDED VOTE OF PROXY HOLDERS
If you specifically mark and sign your proxy card, your shares will be
voted as you direct.
If we receive a valid proxy card that is not marked for a specific item, we
will vote the shares as follows (unless you revoke your proxy card before it is
voted):
FOR re-election of the two director nominees named below; and
FOR approval of Ernst & Young LLP as the Company's independent
auditors for the 2000 fiscal year.
We do not know of any other matters to be presented at the Annual Meeting.
However, if other matters are properly presented at the meeting, the persons
named in the proxy will vote on them in accordance with their best judgment.
<PAGE> 5
SHARES ENTITLED TO VOTE
As of the close of business on March 15, 2000, there were outstanding
18,650,810 shares of Common Stock. Common Stock is the only class of securities
of the Company outstanding. Each share of Common Stock is entitled to one vote.
Only stockholders of record at the close of business on March 15, 2000 are
entitled to vote at the Annual Meeting.
VOTING AND TABULATION PROCEDURES
We have appointed an Inspector of Elections who will count all votes cast
by proxy or in person at the Annual Meeting. The Inspector of Elections will
adhere to the following guidelines in tabulating votes:
ABSTENTIONS -- Proxies reflecting abstentions are counted as shares present
and entitled to vote for purposes of determining (i) the presence of a quorum
and (ii) the outcome of any matter submitted to the stockholders for a vote.
Abstentions will be disregarded in the determination of voting results on
matters requiring a plurality (the highest number) of votes (e.g., election of
directors). On matters requiring the affirmative vote of a majority of the
shares present and entitled to vote (e.g., approval of independent auditors) or
a majority of the outstanding shares, abstentions are treated the same as a vote
"against" the matter.
BROKER NON-VOTES -- "Broker non-votes" are shares held by brokers or
nominees for which the broker or nominee (i) does not have discretionary power
to vote and (ii) has not received specific voting instructions from the
beneficial owner. Broker non-votes count as shares that are present and entitled
to vote for purposes of determining the presence of a quorum. However, when a
broker or nominee physically indicates on the proxy that it does not have
discretionary authority to vote some or all of the underlying shares on a
particular matter, those shares will be treated as abstentions with respect to
that matter.
UNMARKED PROXIES -- Any unmarked proxies, including those submitted by
brokers or nominees, will be voted FOR the proposals discussed in this Proxy
Statement.
COST AND METHODS OF SOLICITATION
We will pay the cost of soliciting proxies. In addition to solicitations by
mail, some of our directors, officers and regular employees may, without extra
compensation, conduct additional solicitation by telephone and personal
interview.
PROPOSALS TO BE VOTED UPON
PROPOSAL 1 -- ELECTION OF DIRECTORS
At the Annual Meeting, we will ask you to elect two directors for terms of
three years or until their successors are elected and qualified. You are
entitled to one vote per share for each of the two directors to be elected. The
two candidates receiving the highest number of votes will be elected.
The nominees for election are Donald C. Trauscht and James D. Woods. Each
nominee currently is a member of the Company's Board of Directors. Mr. Woods was
elected to his present term of office at a prior annual meeting. The Company's
Board of Directors elected Mr. Trauscht as a member of the Board in 1998 to fill
a vacancy on the Board. Each nominee has consented to be named as a nominee in
this Proxy Statement and to serve as a director if elected. (See page 4 for
additional information about the nominees).
If any nominee becomes unavailable to stand for re-election, the Company
officers named in the proxy card will vote for the candidate that the Board
selects to replace the nominee.
2
<PAGE> 6
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THE TWO NOMINEES.
------------------------
PROPOSAL 2 -- APPROVAL OF INDEPENDENT PUBLIC ACCOUNTANTS
Ernst & Young LLP has been our independent auditors since our incorporation
in 1973. Ernst & Young has been the independent auditors of Wynn Oil Company, a
subsidiary of the Company, since 1967. The Board of Directors and the Audit
Committee believe that the knowledge of the Company developed by Ernst & Young
over the course of its long-term relationship with the Company is invaluable.
Consequently, the Board has appointed Ernst & Young as the Company's independent
auditors for the 2000 fiscal year, and seeks your approval of this decision.
An Ernst & Young representative will attend the Annual Meeting to answer
appropriate questions and make a statement if he so desires.
Approval of this proposal requires the affirmative vote of the holders of a
majority of the shares of Common Stock present in person or represented by proxy
and entitled to vote at the meeting. If the stockholders do not approve Ernst &
Young as independent auditors, the Board will reconsider its selection of
independent auditors.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" APPROVAL OF THIS
PROPOSAL.
OTHER MATTERS
We do not know of any other matters to be presented at the Annual Meeting
of Stockholders. If any other matters requiring a stockholder vote properly
arise, including a question of adjourning the meeting, the Company officers
named in the accompanying proxy will vote on those matters according to their
best judgment.
3
<PAGE> 7
BOARD OF DIRECTORS AND COMMITTEES OF THE BOARD
The Company's Board of Directors currently consists of seven directors. The
Board is divided into three classes. Two of the classes have two directors and
the other class has three directors. Only one class is elected each year.
BIOGRAPHICAL INFORMATION
The following information about each nominee was furnished by the nominee.
NOMINEES FOR ELECTION AS DIRECTORS TO
SERVE THREE-YEAR TERMS
<TABLE>
<CAPTION>
PRINCIPAL BUSINESS EXPERIENCE DURING PAST DIRECTOR
NAME AGE FIVE YEARS AND CERTAIN OTHER DIRECTORSHIPS SINCE
---- --- ------------------------------------------ --------
<S> <C> <C> <C>
Donald C. 66 Chairman, BW Capital Corporation (1996 - present) 1998
Trauscht.......... (private investment company); Chairman, Borg-Warner
Security Corporation, successor to Borg-Warner
Corporation (1994 - 1995) (physical and electronic
security services); Chairman and Chief Executive
Officer, Borg-Warner Corporation (1991 - 1994)
(diversified manufacturing and service company);
director of Blue Bird Corporation, Burns
International Corporation, Cordant Technologies Inc.,
ESCO Electronics Corporation and Global Motorsport
Group Inc.; a Director and member of the Audit
Committee, Compensation Committee and Stock Awards
Committee.
James D. Woods...... 68 Chairman Emeritus and Consultant for Baker Hughes 1990
Incorporated (1997 - present) (oil field services and
process technologies); Chairman of the Board and
Chief Executive Officer of Baker Hughes Incorporated
(1987 - 1996); director of The Kroger Co., Varco
International, Inc., Howmet International, Inc.,
Kaiser Aluminum, Inc. and OMI Corporation; a
Director, Chairman of the Compensation Committee,
Chairman of the Stock Awards Committee and a member
of the Nominating Committee.
</TABLE>
Set forth below is information concerning each of the other five directors
of the Company whose three-year terms of office will continue after the 2000
Annual Meeting of Stockholders.
DIRECTORS WHOSE TERMS EXPIRE IN 2001
<TABLE>
<CAPTION>
PRINCIPAL BUSINESS EXPERIENCE DURING PAST DIRECTOR
NAME AGE FIVE YEARS AND CERTAIN OTHER DIRECTORSHIPS SINCE
---- --- ------------------------------------------ --------
<S> <C> <C> <C>
Bryan L. 64 Chairman, Base Camp 9 Corp. (1990-present) 1975
Herrmann......... (recreational equipment); General Partner, MOKG 1984
Investment Partners Ltd. (1984 - 1996) (investment
banking); Chairman and Chief Executive Officer,
Spaulding Composites Company (1992 - 1994)
(industrial composite materials); a Director and
member of the Audit Committee and Executive
Committee.
Robert H. Hood, 67 President, Douglas Aircraft Company (1989 - 1996) 1993
Jr............... (aircraft manufacturing); President, McDonnell
Douglas Missile Systems, Inc. (1988 - 1989) (defense
contractor); a Director and member of the
Compensation Committee and Stock Awards Committee.
Richard L. 70 Independent business consultant (1983 - 1999); 1994
Nelson........... Partner, Ernst & Young LLP (1969 - 1983); a Director
and Chairman of the Audit Committee and member of the
Executive Committee.
</TABLE>
4
<PAGE> 8
DIRECTORS WHOSE TERMS EXPIRE IN 2002
<TABLE>
<CAPTION>
PRINCIPAL BUSINESS EXPERIENCE DURING PAST DIRECTOR
NAME AGE FIVE YEARS AND CERTAIN OTHER DIRECTORSHIPS SINCE
---- --- ------------------------------------------ --------
<S> <C> <C> <C>
Barton Beek........ 76 Of Counsel, O'Melveny & Myers LLP (February 1994 - 1993
present) (law firm); Partner, O'Melveny & Myers LLP
(1962 - January 1994); a director of Fechtor,
Detwiler, Mitchell & Co.; a Director and member of
the Compensation Committee and Nominating Committee.
James Carroll...... 70 Chairman and Chief Executive Officer (December 1996 - 1988
present); President and Chief Executive Officer of
the Company (1988 - December 1996); a Director,
Chairman of the Executive Committee and Chairman of
the Nominating Committee.
</TABLE>
COMMITTEES OF THE BOARD
The Board of Directors maintains the five committees listed below. The
Board normally designates committee members at the annual organizational meeting
of the Board following the Annual Meeting of Stockholders. The committees on
which each director currently serves are listed in his biographical information
above.
AUDIT COMMITTEE -- The Audit Committee has responsibility for consulting
with the Company's officers regarding the appointment of independent public
accountants as the Company's auditors, discussing the scope of the auditors'
examination and reviewing the Company's annual financial statements and
accounting policies. The Audit Committee met twice during 1999.
COMPENSATION COMMITTEE -- The Compensation Committee is responsible for
recommending the cash compensation of the Company's officers, recommending and
administering the Company's annual Corporate Management Incentive Plan,
recommending retirement compensation for the Company's officers and employees
and considering management succession issues. The Compensation Committee met
twice during 1999.
STOCK AWARDS COMMITTEE -- The Stock Awards Committee is a subcommittee of
the Compensation Committee. The Stock Awards Committee must consist entirely of
directors who are both "non-employee directors" under applicable federal
securities laws and "outside directors" under applicable tax laws. The Stock
Awards Committee is authorized to grant stock options, stock appreciation
rights, restricted stock awards and performance share awards to eligible
employees of the Company. The Stock Awards Committee met twice during 1999.
EXECUTIVE COMMITTEE -- The Executive Committee has all the power and
authority of the Board of Directors, except the power and authority to:
(i) Amend the Company's Certificate of Incorporation or Bylaws;
(ii) Adopt an agreement of merger or consolidation or recommend to
stockholders the sale, lease or exchange of all or substantially all
of the Company's property and assets;
(iii) Recommend to stockholders a dissolution of the Company or a
revocation of the dissolution; and
(iv) Declare a dividend or authorize the issuance of stock of the Company
unless expressly authorized by a resolution of the Board of
Directors.
The Executive Committee did not meet during 1999.
NOMINATING COMMITTEE -- The Nominating Committee is responsible for
developing and submitting to the Board (i) criteria for evaluating director
nominees and existing Board members, (ii) recommendations to fill Board
vacancies, and (iii) recommendations regarding Board composition, size and
director tenure. The
5
<PAGE> 9
Nominating Committee's charter does not include procedures for stockholders
formally to submit the names of potential nominees to the Board. The Nominating
Committee met once during 1999.
ATTENDANCE AT BOARD AND COMMITTEE MEETINGS
During 1999, the Board of Directors met five times. Each director attended
at least 75% of the 1999 Board meetings, and each director attended at least 75%
of the aggregate number of 1999 meetings of the Board Committees on which he
served.
COMPENSATION OF DIRECTORS
RETAINER AND MEETING FEES
During 1999, the Company compensated each director, except Mr. Carroll and
Wesley E. Bellwood, for his services by payment of (i) a quarterly retainer of
$5,000, (ii) $2,000 for each Board meeting attended and (iii) $1,000 for each
Audit Committee, Compensation Committee and Nominating Committee meeting
attended. The Company did not pay a separate fee to Stock Awards Committee
members for attending its 1999 meetings. Commencing April 1, 2000, the Company
will pay each director (i) a quarterly retainer of $5,000, (ii) $2,500 for each
Board meeting attended and (iii) $1,250 for each Audit Committee, Compensation
Committee and Nominating Committee meeting attended.
Mr. Bellwood resigned as a director of the Company as of January 3, 1999.
In 1999, Mr. Bellwood received a retainer fee of $6,333 for his services as
Chairman Emeritus of the Board and continued to participate in the Company's
group health plans.
The Company does not pay directors who are Company employees any fees or
additional remuneration for serving as a member of the Board or any of its
Committees. Therefore, Mr. Carroll did not receive any such fees or remuneration
during 1999.
NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
Directors who are not employees of the Company participate in the
Non-Employee Directors' Stock Option Plan (the "Directors' Plan"), which became
effective in 1994. Upon their initial election to the Board, non-employee
directors receive options to purchase 6,750 shares of Common Stock. Upon
reelection to the Board, non-employee directors receive options to purchase
3,375 shares of Common Stock.
All options under the Directors' Plan (i) are nonqualified stock options,
(ii) are granted with an exercise price equal to the closing market price on the
date of grant, (iii) are granted for a period of ten years, and (iv) vest at the
rate of 70% on the first anniversary date of the grant and 10% on each of the
second, third and fourth anniversary dates of grant.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Director Barton Beek currently is of counsel to O'Melveny & Myers LLP, a
law firm that the Company retained during 1999 and continues to retain in 2000
to handle various legal matters.
6
<PAGE> 10
SECURITY OWNERSHIP
OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table shows the beneficial ownership of stockholders whom we
know to hold more than 5% of the Company's Common Stock. The table is based on
information we received from those stockholders. Unless otherwise indicated, the
table reflects information as of March 15, 2000.
<TABLE>
<CAPTION>
PERCENTAGE OF
SHARES
NUMBER OF SHARES BENEFICIALLY
NAME AND ADDRESS OF BENEFICIAL OWNER BENEFICIALLY OWNED OWNED(1)
------------------------------------ ------------------ -------------
<S> <C> <C>
Mario J. Gabelli....................................... 4,590,869(2) 24.6
One Corporate Center
Rye, New York 10580
FMR Corp............................................... 1,997,150(3) 10.7
82 Devonshire Street
Boston, Massachusetts 02109
James Carroll.......................................... 1,155,342(4) 6.2
P.O. Box 14143
Orange, California 92863
Carl E. Wynn Foundation................................ 1,038,697(5) 5.6
1280 Bison Avenue, Suite B-9-601
Newport Beach, California 92660
SunTrust Banks, Inc.................................... 994,817(6) 5.3
303 Peachtree Street, Suite 1500
Atlanta, Georgia 30308
</TABLE>
- ---------------
(1) When a stockholder holds options exercisable within 60 days of March 15,
2000, we treat the Common Stock covered by those options as outstanding
shares when we calculate that stockholder's percentage ownership of the
Company's Common Stock. However, we do not consider that Common Stock to be
outstanding when we calculate the percentage ownership of any other
stockholder.
(2) These shares are owned by various entities engaged primarily in providing
investment advisory services for their clients. Mr. Gabelli directly or
indirectly controls and acts as chief investment officer for such entities.
He or they have sole voting power with respect to 4,545,339 shares, sole
dispositive power with respect to 4,590,869 shares and no voting power with
respect to 45,530 shares. Except for 76,500 shares owned by Gabelli
Performance Partnership, 3,375 shares owned by Gabelli Asset Management
International Advisory Services and 2,025 shares owned by Mr. Gabelli
personally, Mr. Gabelli disclaims any economic interest in the above
reported shares. The share information reflected is based on Mr. Gabelli's
Schedule 13D dated February 5, 1999.
(3) Includes shares beneficially owned by Fidelity Management & Research Company
and Fidelity Management Trust Company, each a wholly-owned subsidiary of FMR
Corp. FMR has sole voting power with respect to 15,700 shares only. It has
sole dispositive power with respect to 1,997,150 shares. The share
information reflected is based on the Schedule 13G filed by FMR Corp. for
the year ended December 31, 1999.
(4) Includes 69,249 shares purchasable within 60 days of March 15, 2000 upon the
exercise of stock options. Excludes 83,334 shares owned by members of Mr.
Carroll's family, as to which shares Mr. Carroll disclaims beneficial
ownership.
(5) The share information reflected is based on information provided by an
officer of the Carl E. Wynn Foundation in February 2000.
(6) Includes shares beneficially owned by SunTrust Banks of Tennessee, Inc.,
SunTrust Equitable Securities Corporation and in various fiduciary
capacities. SunTrust has sole voting power with respect to 994,817 shares.
It has sole dispositive power with respect to 991,455 shares only. The share
information reflected is based on a Schedule 13G provided to the Company by
SunTrust Banks, Inc. for the year ended December 31, 1999.
7
<PAGE> 11
STOCK OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS
The following table indicates the number of shares of Common Stock owned by
the Company's directors and executive officers on March 15, 2000.
<TABLE>
<CAPTION>
PERCENTAGE OF
SHARES
NUMBER OF SHARES BENEFICIALLY
NAME OF BENEFICIAL OWNER BENEFICIALLY OWNED(1) OWNED(2)
------------------------ --------------------- -------------
<S> <C> <C>
James Carroll........................................ 1,155,342(3) 6.2
Barton Beek.......................................... 19,250(4) *
Bryan L. Herrmann.................................... 16,197(5) *
Robert H. Hood, Jr. ................................. 17,201(6) *
Richard L. Nelson.................................... 17,200(7) *
Donald C. Trauscht................................... 9,400(8) *
James D. Woods....................................... 16,850(9) *
John W. Huber........................................ 152,932(10) *
Seymour A. Schlosser................................. 141,474(11) *
Gregg M. Gibbons..................................... 184,651(12) 1.0
All directors and executive officers as a group (10
persons)........................................... 1,730,495(13) 9.1
</TABLE>
- ---------------
* Less than one percent.
(1) Subject to applicable community property and similar statutes, the persons
listed as beneficial owners of the shares have sole voting and investment
power with respect to such shares.
(2) When a director or executive officer holds options exercisable within 60
days of March 15, 2000, we treat the Common Stock covered by those options
as outstanding shares when we calculate that director or executive
officer's percentage ownership of the Company's Common Stock. However, we
do not consider that Common Stock to be outstanding when we calculate the
percentage ownership of any other director or executive officer.
(3) Includes 69,249 shares purchasable within 60 days of March 15, 2000 upon
the exercise of stock options. Excludes 83,334 shares owned by members of
Mr. Carroll's family, as to which shares Mr. Carroll disclaims beneficial
ownership.
(4) Includes 12,488 shares purchasable within 60 days of March 15, 2000 upon
the exercise of stock options.
(5) Includes 9,426 shares purchasable within 60 days of March 15, 2000 upon the
exercise of stock options.
(6) Includes 8,101 shares purchasable within 60 days of March 15, 2000 upon the
exercise of stock options.
(7) Includes 9,450 shares purchasable within 60 days of March 15, 2000 upon the
exercise of stock options.
(8) Includes 5,400 shares purchasable within 60 days of March 15, 2000 upon the
exercise of stock options.
(9) Includes 8,100 shares purchasable within 60 days of March 15, 2000 upon the
exercise of stock options.
(10) Includes 118,497 shares purchasable within 60 days of March 15, 2000 upon
the exercise of stock options.
(11) Includes 111,966 shares purchasable within 60 days of March 15, 2000 upon
the exercise of stock options.
(12) Includes 103,298 shares purchasable within 60 days of March 15, 2000 upon
the exercise of stock options.
(13) Includes 455,975 shares purchasable within 60 days of March 15, 2000 upon
the exercise of stock options.
8
<PAGE> 12
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table describes the amounts and forms of compensation that
the Company's four executive officers received during the last three fiscal
years.
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
-----------------------
AWARDS
-----------------------
RESTRICTED SECURITIES
ANNUAL COMPENSATION STOCK UNDERLYING ALL OTHER
-------------------------- AWARD(S) OPTIONS COMPENSATION
NAME AND PRINCIPAL POSITION YEAR SALARY($)(A) BONUS($)(A) ($) (#) ($)(B)
--------------------------- ---- ------------ ----------- ---------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C>
James Carroll.................... 1999 $600,000 $367,340 -0- 12,500 $ 4,000
Chairman and 1998 $566,500 $303,630 -0- 25,000 $ 4,000
Chief Executive Officer 1997 $515,000 $515,000 -0- -0- $ 4,000
John W. Huber.................... 1999 $386,900 -0- -0- 7,500 $ 4,000
President and Chief 1998 $365,000 $195,630 -0- 15,000 $ 4,000
Operating Officer 1997 $326,000 $326,000 -0- -0- $148,377(C)
Seymour A. Schlosser............. 1999 $275,176 $168,472 -0- 7,500 $ 4,000
Vice President-Finance 1998 $259,600 $139,139 -0- 10,000 $ 4,000
and Chief Financial Officer 1997 $236,000 $236,000 -0- -0- $ 4,000
Gregg M. Gibbons................. 1999 $268,180 $164,188 -0- 7,500 $ 4,000
Vice President-Corporate Affairs 1998 $253,000 $135,601 -0- 10,000 $ 4,000
and General Counsel(D) 1997 $230,000 $230,000 -0- -0- $ 4,000
</TABLE>
- ---------------
(A) Amounts shown include cash compensation earned and received or deferred by
executive officers. All other annual compensation did not exceed the lesser
of $50,000 or 10% of the total salary and bonus reported for the named
executive officer.
(B) Unless otherwise noted, this column reflects only amounts contributed to the
Company's 401(k) Plan, a qualified defined contribution plan, for the
accounts of the named executive officers.
(C) The Company reimbursed Mr. Huber for moving expenses in the amount of
$144,377 to relocate to Southern California.
(D) Prior to December 31, 1997, Mr. Gibbons also served as the Company's
Secretary.
9
<PAGE> 13
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
-------------------------------------------------- POTENTIAL REALIZABLE
NUMBER OF PERCENT VALUE AT ASSUMED
SECURITIES OF TOTAL ANNUAL RATES OF STOCK
UNDERLYING OPTIONS PRICE APPRECIATION FOR
OPTIONS GRANTED TO EXERCISE OPTION TERM
GRANTED EMPLOYEES IN PRICE EXPIRATION -----------------------
NAME (#)(A,B,C) FISCAL YEAR ($/SH)(D) DATE 5%($) 10%($)
---- ---------- ------------ --------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
James Carroll................. 12,500 10.5% $18.875 2/10/2009 $148,380 $376,024
John W. Huber................. 7,500 6.3% $18.875 2/10/2009 $ 89,028 $225,614
Seymour A. Schlosser.......... 7,500 6.3% $18.875 2/10/2009 $ 89,028 $225,614
Gregg M. Gibbons.............. 7,500 6.3% $18.875 2/10/2009 $ 89,028 $225,614
</TABLE>
- ---------------
(A) No stock appreciation rights have been granted or are presently outstanding.
Options granted in 1999 are exercisable starting 12 months after the grant
date, with 70% of the shares covered thereby becoming exercisable at that
time and with an additional 10% of the option shares becoming exercisable on
each successive anniversary date, with full vesting occurring on the fourth
anniversary date. Acceleration of the exercisability of the options may
occur under certain circumstances, including a change in control of the
Company. The options were granted with an exercise price of 100% of the fair
market value of the Company's Common Stock on the date of grant. The options
were granted for a term of 10 years, subject to earlier termination in case
of certain events related to termination of employment.
(B) Under the terms of the Company's Stock-Based Incentive Award Plan, the Stock
Awards Committee retains discretion, subject to plan limits, to modify the
terms of outstanding options and to reprice the options.
(C) With the exception of the options granted to Mr. Carroll, the options were
accompanied by performance share award grants. See "1999 Performance Share
Award Activity of Executive Officers" below.
(D) The exercise price and tax withholding obligations related to exercise may
be paid by delivery of already owned shares or by offset of the underlying
shares, subject to certain conditions.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY
OPTIONS AT FY-END OPTIONS AT FY-END
(#) ($)(A)
SHARES VALUE ---------------------- --------------------
ACQUIRED ON REALIZED EXERCISABLE/ EXERCISABLE/
NAME EXERCISE(#) ($) UNEXERCISABLE UNEXERCISABLE
---- ----------- ---------- ---------------------- --------------------
<S> <C> <C> <C> <C>
James Carroll................ 202,500 $2,731,725 58,000/20,000 $ 323,798/$0
John W. Huber................ -0- -0- 111,750/14,251 $726,022/$1,407
Seymour A. Schlosser......... 28,125 $ 390,094 105,719/10,500 $ 894,533/$0
Gregg M. Gibbons............. 1,627 $ 12,670 97,051/10,500 $ 842,494/$0
</TABLE>
- ---------------
(A) Market value of the underlying securities at year end minus the exercise
price of "in-the-money" options.
PERFORMANCE SHARE AWARD ACTIVITY
SUMMARY OF EMPLOYEE STOCK BONUS POLICIES
Since February 1994, the Company has maintained an Employee Stock Bonus
Policy (the "1994 Stock Policy") as part of the Company's existing Stock-Based
Incentive Award Plan (the "Former Stock Plan"). Under the 1994 Stock Policy,
stock option awards granted after January 1, 1994 under the Former Stock Plan
were accompanied by a performance share award contingent upon exercise of the
associated options. In 1999, the Company adopted a new 1999 Stock Awards Plan
(the "1999 Stock Plan") and a new 1999 Employee Stock Bonus Policy (the "1999
Stock Policy"). Under the 1999 Stock Policy, stock option awards granted on or
after April 28, 1999 under the 1999 Stock Plan are accompanied by a performance
share award contingent upon exercise of the associated options.
10
<PAGE> 14
Under both the 1994 Stock Policy and the 1999 Stock Policy, the performance
share award entitles the recipient to receive one share of Common Stock for
every five shares purchased upon the exercise of the stock option if the
recipient satisfies two conditions. The recipient must (i) maintain continuous
record ownership of the option shares for three years after exercise and (ii)
remain continuously employed by the Company during the three-year period. During
that period, the recipient does not enjoy any rights of a stockholder with
respect to the performance shares.
Upon completion of the three-year holding period and satisfaction of the
continuous employment requirement, the recipient will receive the shares of
Common Stock covered by the performance share award. The recipient will also
receive an amount equal to the amount of dividends, without interest, that would
have been paid on the Common Stock if the recipient had received the shares at
the time the associated stock options were exercised.
PRIOR PERFORMANCE SHARE AWARDS TO EXECUTIVE OFFICERS
Messrs. Huber, Schlosser and Gibbons have received performance share awards
for a total of 14,588, 9,088 and 9,088 contingent performance shares,
respectively, between January 1, 1994 and December 31, 1998 pursuant to the 1994
Stock Policy. Neither Mr. Huber nor Mr. Schlosser has exercised any options
associated with performance share awards. In 1996, Mr. Gibbons exercised options
associated with 2,306 performance shares and in 1997, Mr. Gibbons exercised
options associated with 621 performance shares.
1999 PERFORMANCE SHARE AWARD ACTIVITY OF EXECUTIVE OFFICERS
In 1999, performance share awards under the 1994 Stock Policy were made to
Messrs. Huber, Schlosser and Gibbons in the amount of 1,500 contingent
performance shares each. In 1999, Mr. Gibbons exercised options associated with
325 performance shares. In 1999, Mr. Gibbons was awarded 2,306 performance
shares based on option exercises in 1996. No performance share awards were
granted in 1999 to executive officers under the 1999 Stock Policy.
PENSION PLAN TABLE
The following table shows estimated annual benefits payable upon retirement
in specified compensation and years of service classifications to the executive
officers listed in the Summary Compensation Table.
<TABLE>
<CAPTION>
YEARS OF SERVICE
BASE ------------------------------
REMUNERATION 10 20 30
- ------------ -------- -------- --------
<S> <C> <C> <C>
$250,000 $ 45,000 $ 90,000 $125,000
$350,000 $ 63,000 $126,000 $175,000
$450,000 $ 81,000 $162,000 $225,000
$550,000 $ 99,000 $198,000 $275,000
$650,000 $117,000 $234,000 $325,000
</TABLE>
The Company's retirement benefits are based on the participant's highest
base salary in his final three years of employment. Messrs. Carroll, Huber,
Schlosser and Gibbons have completed 20, 14, 11 and 22 years of service,
respectively, under the Company's retirement plans. The benefits shown above are
the aggregate amounts provided under the Company's qualified retirement plan,
the employer-provided portion of the Company's 401(k) plan and the Company's
non-qualified and unfunded supplemental retirement income plan. The annual
benefits shown above represent a single life annuity commencing at age 65. These
amounts would be actuarially reduced if an alternate form of pension benefit
were elected or for the commencement of benefits prior to age 65. The above
benefits are reduced dollar-for-dollar by the officers' primary Social Security
benefits.
11
<PAGE> 15
EMPLOYMENT CONTRACTS AND CHANGE-IN-CONTROL ARRANGEMENTS
The Company has entered into employment contracts with Messrs. Carroll,
Huber, Schlosser and Gibbons, which expire December 31, 2001. These contracts
provide for an annual salary to be fixed by the Board of Directors for 2000 and
thereafter at not less than $650,000 for Mr. Carroll, $386,900 for Mr. Huber,
$294,438 for Mr. Schlosser and $286,953 for Mr. Gibbons. Increases above these
minimums are entirely within the Board's discretion.
The employment contracts contain provisions designed to alleviate the
executive officers' potential concerns over a possible "change in control" of
the Company. For purposes of the contracts, a "change in control" will be deemed
to take place if (a) any change occurs that is required to be reported under
federal securities regulations; (b) any person becomes the beneficial owner of
40% or more of the Company's outstanding voting securities; or (c) at the end of
any two-year period, the directors, who at the beginning of the period
constituted the Board, no longer constitute a majority of the Board, unless the
election of the new directors was approved by a two-thirds vote of the then
directors who were in office at the beginning of the period.
If, within the two-year period immediately following any change in control,
the employment of Mr. Carroll, Mr. Huber, Mr. Schlosser or Mr. Gibbons
terminates, either voluntarily or involuntarily, for any reason other than
death, permanent disability or retirement at or after his normal retirement
date, the Company will pay termination compensation to him equal to 2.99 times
the average annual compensation, including salary and bonuses, paid to him
during the five most recent calendar years, except that in the event of
voluntary termination in certain cases the lump sum compensation will be equal
to his highest annual compensation, including salary and bonus, for services
rendered in any of the three most recent calendar years.
Both the Company's Stock-Based Incentive Award Plan and 1999 Stock Awards
Plan provide for the acceleration of the vesting of awards granted thereunder,
including restricted stock awards, upon the occurrence of a "change in control"
of the Company. The definitions of "change in control" in the Stock-Based
Incentive Award Plan and the 1999 Stock Awards Plan are substantially the same
as the definition in the employment contracts. Such acceleration will occur
automatically unless the Board of Directors, prior to the occurrence of the
change in control, determines otherwise.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Mr. Beek is of counsel to O'Melveny & Myers LLP, a law firm that the
Company retains regularly to handle a variety of legal matters.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Based solely on a review of the copies of such forms furnished to the
Company and written representations from the executive officers and directors,
the Company believes that its executive officers and directors complied in 1999
with all applicable Section 16(a) filing requirements.
THE FOLLOWING REPORT OF THE COMPENSATION COMMITTEE AND THE PERFORMANCE
GRAPH THAT APPEARS IMMEDIATELY AFTER IT SHALL NOT BE DEEMED TO BE SOLICITING
MATERIAL OR TO BE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, OR
INCORPORATED BY REFERENCE IN ANY DOCUMENT SO FILED.
12
<PAGE> 16
REPORT OF THE COMPENSATION COMMITTEE
TO: THE BOARD OF DIRECTORS
The Compensation Committee is responsible for evaluating the performance
and determining the compensation levels of the Company's Chief Executive Officer
and all other executive officers. In connection therewith, the Committee
recommends and administers the Company's annual Corporate Management Incentive
Plan. The Committee also is responsible for recommending retirement compensation
for the Company's officers and employees, and considering management succession
issues. Each year, the Committee reviews with the Board in detail all aspects of
compensation for the Company's executive officers.
OVERALL COMPENSATION POLICIES
The Company believes that its financial success directly correlates with
the skills and talents of its executive management. In order to recruit, retain
and motivate top-performing executives who have exceptional skills and talents,
the Company must provide an outstanding executive compensation package. In
structuring executive compensation, the Committee adheres to the following
policies:
- A substantial portion of each executive officer's annual compensation
should be tied to the Company's overall financial performance.
- The Committee should evaluate each officer's individual performance and
the extent to which that individual performance contributed to the
Company's overall performance.
- Compensation levels should be appropriate and commensurate with
compensation paid to executives in the same industry.
- Executive officers should have a strong incentive to advance the
Company's long-term strategic and financial goals, and not merely be
concerned with its shorter-term financial performance.
- Each executive officer should own a significant number of shares of the
Company's Common Stock and the Company should continue to provide
executive officers with an incentive to increase their stock ownership in
the Company.
- Retirement benefits should provide a meaningful source of income to
retired executives in order to give current executives greater incentive
to provide long-term service to the Company.
- The tax implications to the Company and its executive officers of various
payments and benefits should be considered in structuring total executive
compensation.
The Committee relies principally on four forms of compensation in
implementing these policies: (i) base salary, (ii) performance-based bonuses,
(iii) stock options and other stock-based awards, and (iv) retirement benefits
pursuant to the Company's retirement and 401(k) plans.
ANNUAL COMPENSATION
Annual compensation for each executive officer consists mainly of base
salary and a contingent bonus based upon Company and individual performance.
Each year the Committee reviews the base salaries of its executive officers. In
setting the base salary for an executive officer, the Committee reviews the
officer's current salary and salary history, and evaluates the officer's
individual performance during the year. The Committee also considers the
prevailing salary rates of comparable executive officers of other companies in
the same industry and the relative financial performance of the Company.
An executive officer will receive a bonus for a given year if (i) the
Company has achieved certain financial objectives for the year, and (ii) the
Committee determines that the officer's individual performance contributed to
the achievement of those objectives. Each year the Company establishes a
Corporate Management Incentive Plan (the "Management Incentive Plan"). The
Management Incentive Plan sets forth the Company's financial objectives for the
coming year and establishes a formula for determining a corporate bonus pool if
the Company achieves its financial objectives.
13
<PAGE> 17
Under the 1999 Management Incentive Plan, the bonus pool's size is based on
the Company's pretax return on beginning stockholders' equity. Specifically, the
pool equals 10% of the amount by which consolidated pretax earnings exceed a 20%
return on beginning stockholders' equity, subject to a maximum bonus pool of
$2,000,000.
After the total Management Incentive Plan bonus pool is calculated, the
executive officers determine the amount of bonuses to be paid to the Company's
other corporate management employees, based on their evaluation of each
employee's individual performance. The Compensation Committee then decides how
to allocate the remainder of the bonus pool to the executive officers, subject
to a maximum payment to each executive officer of 100% of the executive
officer's base salary.
In evaluating each executive officer's performance and contribution to the
Company's financial results, the Committee considers not only measurable
accomplishments, but also achievements that are more difficult to quantify, such
as the development and execution of key corporate strategies, the containment of
costs and minimization of liabilities, and the ability to lead and motivate
others. Based on these factors, the Committee arrives at an incentive
compensation figure for each of the executive officers.
Under the 1999 Management Incentive Plan, the Committee may recommend to
the Board, and the Board may grant, an additional bonus for outstanding
performance, even if the payment of such additional bonus award would cause the
maximum bonus pool to be exceeded. However, an executive officer's total bonus
may not exceed 100% of his base salary in that year.
LONG-TERM INCENTIVES
In addition to the base salary and bonus elements of executive
compensation, the Company provides long-term incentives to the executive
officers of the Company. The Stock Awards Committee, which is a sub-committee of
the Compensation Committee, from time to time provides long-term incentives to
the executive officers and other key employees through the grant of stock
options, restricted stock, performance share awards and other awards under the
Company's 1999 Stock Awards Plan, and prior to its expiration in May 1999, under
the Company's Stock-Based Incentive Award Plan. The Company does not, however,
offer a long-term incentive plan within the meaning of Item 402(a)(7)(iii) of
Regulation S-K.
In determining whether it should grant stock-based awards to a particular
executive officer, the Stock Awards Committee considers both the Company's
overall performance and the executive's contribution to that performance. The
Stock Awards Committee also considers what challenges and strategic goals each
officer will face in the coming years, and whether a stock-based award would
provide the executive with an effective additional incentive to achieve the
goals set. In addition, the Stock Awards Committee considers whether a
stock-based award would provide the executive officer with the opportunity and
incentive to increase his stock ownership in the Company.
CONSIDERATION OF TAX IMPLICATIONS
As one of many factors in its consideration of compensation matters, the
Compensation Committee considers the anticipated tax treatment to the Company
and to its executive officers of various payments of compensation and benefits.
For example, some types of compensation payments and their deductibility (e.g.,
the spread on exercise of nonqualified stock options) depend upon the timing of
an executive's vesting or exercise of previously granted rights.
In addition, Section 162(m) of the Internal Revenue Code affects the
deductibility of executive compensation for federal income tax purposes. Section
162(m) essentially limits the Company's deduction to $1,000,000 per year for
compensation (other than certain qualified performance-based compensation) paid
to each of the Company's four executive officers.
The Committee does not necessarily expect to limit executive compensation
to the maximum deductible amount under Section 162(m). However, the Committee
will consider various alternatives designed to preserve the deductibility of
compensation payments and benefits to the extent they are consistent with its
other compensation objectives. These alternatives include offering stock-based
awards that are designed to
14
<PAGE> 18
meet the deductibility criteria established in the regulations under Section
162(m). In addition, the Committee may consider offering executive officers the
option of deferring some of their compensation to another year.
1999 EXECUTIVE COMPENSATION
The formula bonus pool under the 1999 Management Incentive Plan was
$1,514,000. Based on the recommendation of management and the concurrence of the
Committee members, the Committee recommended that only $1,000,000 be accrued and
paid to all corporate personnel, including the executive officers, for services
rendered in 1999. Of this amount, the executive officers decided to pay a total
of $300,000 to the other corporate personnel. The remaining balance of $700,000
was then available for the Committee to pay bonuses to the executive officers.
Based on the Company's performance in 1999, and the Committee's assessment
of the contribution of each of the executive officers to this performance, the
Committee awarded to each of Messrs. Carroll, Schlosser and Gibbons a bonus
equal to approximately 61.2% of his base salary. The Committee did not award a
bonus to Mr. Huber for 1999.
In 1999, each executive officer also received perquisites and other
benefits incidental to his employment that, in the aggregate for each executive
officer, were well below the threshold reporting requirements.
COMPENSATION OF CHIEF EXECUTIVE OFFICER
In 1999, Mr. Carroll received a base salary of $600,000 pursuant to an
employment agreement with the Company that expires on December 31, 2001.
In addition to his base salary for 1999, the Committee also awarded Mr.
Carroll a bonus of $367,340 under the 1999 Management Incentive Plan. In
determining the size of Mr. Carroll's bonus, the Committee reviewed Mr.
Carroll's role in achieving the Company's 1999 financial results, which included
record revenues, pretax income and income after taxes, and substantial cash
generated from operations. The Committee also recognized Mr. Carroll's key role
in consummating the Company's acquisition in 1999 of Goshen Rubber Companies,
Inc. In addition, the Committee considered Mr. Carroll's leadership in
non-financial matters, such as the development and implementation of corporate
strategies, the development of a strong management team and the motivation of
the Company's key executives. Based on all of these factors, the Committee
concluded that a bonus award equal to 61.2% of Mr. Carroll's base salary was
appropriate.
Mr. Carroll's total compensation in 1999 did not exceed the Section 162(m)
$1,000,000 deductibility limit.
CONCLUSION
The Committee has reviewed each element of compensation for each of the
executive officers for 1999. In the Committee's opinion, the compensation of
each executive officer is reasonable and appropriate in view of the Company's
consolidated performance and the Committee's evaluation of each executive
officer's contribution to that performance.
COMPENSATION COMMITTEE
James D. Woods
Barton Beek
Robert H. Hood, Jr.
Donald C. Trauscht
February 16, 2000
15
<PAGE> 19
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN*
AMONG WYNN'S INTERNATIONAL, INC., NEW YORK STOCK EXCHANGE MARKET INDEX
AND AUTOMOTIVE PARTS AND ACCESSORIES PEER GROUP**
GRAPH
<TABLE>
<CAPTION>
FISCAL YEAR ENDED
------------------------------------------------------
1994 1995 1996 1997 1998 1999
---- ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C>
Wynn's International, Inc...... 100 137.56 223.44 341.67 359.68 233.46
Peer Group Index............... 100 106.76 134.55 171.78 175.28 148.48
NYSE Market Index.............. 100 129.66 156.20 205.49 244.52 267.75
</TABLE>
- ---------------
* $100 invested on December 31, 1994 in the Company's Common Stock and in the
New York Stock Exchange Market Index and the Automotive Parts and Accessories
Peer Group Index. Total return includes reinvestment of dividends, if
applicable. Returns for the Company for the above period are not necessarily
indicative of future performance. Dates are for the calendar years ending on
December 31 of each year.
** Automotive Parts and Accessories Peer Group is comprised of 64 public
companies. The Peer Group and New York Stock Exchange Market Index
information was furnished by Media General Financial Services.
16
<PAGE> 20
GENERAL INFORMATION
OBTAINING A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K
Upon request, we will send you a free copy of the Company's Annual Report
on Form 10-K for the year ended December 31, 1999, which we have filed with the
Securities and Exchange Commission. If you would like a copy, please write to
the Company's Secretary, Wendy K. Peterson, at Wynn's International, Inc., 500
North State College Boulevard, Suite 700, Orange, California 92868.
DEADLINE FOR STOCKHOLDER PROPOSALS
If you would like to present a proposal for the Company's 2001 Annual
Meeting and have it included in the 2001 proxy materials, we must receive your
proposal by November 30, 2000.
If you miss that deadline, you may still submit a proposal for
consideration at the 2001 Annual Meeting but it will not be included in the 2001
proxy materials. If you give the Company notice of your proposal after February
13, 2001, the Company will consider your notice to be untimely. In that case,
the Company, acting through the persons named as proxies in the proxy materials
for the 2001 Annual Meeting, will be entitled to vote on your proposal at their
discretion even though no information regarding your proposal will be included
in the 2001 proxy materials.
17
<PAGE> 21
PROXY
WYNN'S INTERNATIONAL, INC.
THE BOARD OF DIRECTORS OF THE COMPANY IS ASKING YOU
FOR YOUR PROXY FOR THE MAY 10, 2000 ANNUAL MEETING
As a stockholder of WYNN'S INTERNATIONAL, INC., a Delaware corporation
(the "Company"), you acknowledge that you have received a copy of the Notice of
Annual Meeting of Stockholders, the accompanying Proxy Statement and the Annual
Report to Stockholders for the year ended December 31, 1999. You revoke any
prior proxy and appoint each of James Carroll, John W. Huber, Seymour A.
Schlosser and Gregg M. Gibbons, your true and lawful agents and proxies with
full power of substitution in each, to vote your shares of Common Stock of the
Company at the Annual Meeting of Stockholders of the Company to be held on
Wednesday, May 10, 2000, at 9:00 A.M., at 500 North State College Boulevard,
Suite 700, Orange, California 92868. Your proxy applies to any and all matters
coming before the May 10, 2000 Annual Meeting of Stockholders, and at any
adjournments thereof.
PLEASE VOTE ON THE PROPOSALS AND THEN SIGN, DATE AND PROMPTLY RETURN
THIS PROXY CARD IN THE ENCLOSED POSTAGE-PAID ENVELOPE.
................................................................................
-- FOLD AND DETACH HERE --
<PAGE> 22
Please mark your -----
votes as indicated X
in this example. -----
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSALS 1 AND 2, BOTH OF WHICH
ARE MATTERS PROPOSED BY THE BOARD OF DIRECTORS.
<TABLE>
<S> <C> <C> <C> <C>
FOR AGAINST ABSTAIN
Proposal 2 Approval of Ernst & Young --- ------- -------
LLP as independent auditors
for the fiscal year ending
December 31, 2000 [ ] [ ] [ ]
</TABLE>
<TABLE>
WITHHOLD
AUTHORITY
FOR TO VOTE
ALL FOR ALL
---------- ---------
<S> <C> <C> <C>
Proposal 1 ELECTION OF DIRECTORS Other In their discretion, upon
NOMINEES: any other matters as may properly
Donald C. Trauscht [ ] [ ] come before the meeting.
James D. Woods [ ] [ ]
</TABLE>
IF YOU WANT TO WITHHOLD AUTHORITY TO VOTE FOR ANY NOMINEE, DRAW A LINE THROUGH
THAT NOMINEE'S NAME.
<TABLE>
<S> <C>
YOU MUST SIGN AND DATE THIS PROXY FOR IT TO BE VOTED AT THE
ANNUAL MEETING. IF PROPERLY EXECUTED, THIS PROXY WILL BE
VOTED AS YOU DIRECT. IF YOU DO NOT VOTE ON A PROPOSAL, THIS
PROXY WILL BE VOTED FOR THE PROPOSAL.
ON ANY OTHER MATTERS PROPERLY ARISING AT THE MEETING, THIS
PROXY WILL BE VOTED IN ACCORDANCE WITH THE DISCRETION OF THE
PERSONS NAMED AS PROXIES. IF FOR ANY REASON ANY NOMINEE
BECOMES UNAVAILABLE PRIOR TO THE ANNUAL MEETING, THE BOARD
OF DIRECTORS WILL SELECT ANOTHER NOMINEE. THIS PROXY WILL BE
VOTED FOR THE REPLACEMENT NOMINEE UNLESS YOU WITHHELD YOUR
VOTE FROM THE LISTED BUT UNAVAILABLE NOMINEE.
</TABLE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Signature(s) Date , 2000
--------------------------------------------- ----------
NOTE: This Proxy must be signed exactly as your name appears hereon. Executors,
administrators, trustees, etc., should give their full title, as such.
If the stockholder is a corporation, a duly authorized officer should
sign on behalf of the corporation and should indicate his or her title.
................................................................................
-- FOLD AND DETACH HERE --
