<PAGE> 1
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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 Rule 14a-11(c) or Rule 14a-12
WOLVERINE WORLD WIDE, 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)(1) 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:
- --------------------------------------------------------------------------------
<PAGE> 2
WOLVERINE LOGO
WOLVERINE WORLD WIDE, INC.
9341 COURTLAND DRIVE, N.E.
ROCKFORD, MICHIGAN 49351
NOTICE OF ANNUAL MEETING
To our Stockholders:
The annual meeting of stockholders of Wolverine World Wide, Inc. will be
held at the Company's World Headquarters located at 9341 Courtland Drive, N.E.,
Rockford, Michigan, on Monday, April 27, 1998, at 10 a.m. local time, for the
following purposes:
(1) Election of 4 directors for 3-year terms expiring in 2001.
(2) Ratification of the Board of Directors' appointment of Ernst & Young
LLP as independent auditors for the current fiscal year.
(3) Transaction of such other business as may properly come before the
meeting.
Stockholders of record at the close of business on March 2, 1998, are
entitled to notice of and to vote at the meeting and any adjournment of the
meeting. A list of stockholders entitled to receive notice of and vote at the
annual meeting of stockholders will be available for examination by Company
stockholders at the office of Blake W. Krueger, Executive Vice President,
General Counsel and Secretary of the Company, located at 9341 Courtland Drive,
N.E., Rockford, Michigan, during ordinary business hours for the 10-day period
before the meeting.
A copy of the Annual Report to Stockholders for the year ended January 3,
1998, is enclosed with this Notice. The following Proxy Statement and enclosed
proxy are being furnished to stockholders on and after March 27, 1998.
By Order of the Board of Directors
/s/ Blake W. Krueger
Blake W. Krueger, Executive Vice
President, General Counsel and
Secretary
March 27, 1998
- --------------------------------------------------------------------------------
YOUR VOTE IS IMPORTANT. EVEN IF YOU PLAN TO ATTEND THE MEETING,
PLEASE SIGN, DATE AND RETURN THE ENCLOSED PROXY PROMPTLY.
- --------------------------------------------------------------------------------
<PAGE> 3
WOLVERINE WORLD WIDE, INC.
9341 COURTLAND DRIVE, N.E.
ROCKFORD, MICHIGAN 49351
ANNUAL MEETING OF STOCKHOLDERS
APRIL 27, 1998
PROXY STATEMENT
This Proxy Statement and the enclosed proxy are being furnished on and
after March 27, 1998, to holders of Common Stock, $1.00 par value, of Wolverine
World Wide, Inc. ("Wolverine" or the "Company") in connection with the
solicitation by the Wolverine Board of Directors of proxies for use at the
annual meeting of stockholders to be held on April 27, 1998, and any adjournment
of that meeting. The annual meeting will be held at the Company's World
Headquarters located at 9341 Courtland Drive, N.E., Rockford, Michigan, at 10
a.m. local time.
The purpose of the annual meeting is to consider and vote upon: (i) the
election of 4 directors for 3-year terms expiring in 2001; and (ii) ratification
of the appointment of Ernst & Young LLP as independent auditors for the Company
for its current fiscal year. If a proxy in the enclosed form is properly signed
and returned to Wolverine, the shares represented by the proxy will be voted at
the annual meeting and any adjournment of that meeting. If a stockholder
specifies a choice, the proxy will be voted as specified. If no choice is
specified, the shares represented by the proxy will be voted for the election of
all nominees named in this Proxy Statement, for ratification of the appointment
of Ernst & Young LLP as independent auditors for the Company for its current
fiscal year and in accordance with the judgment of the persons named as proxies
with respect to any other matter that may come before the meeting or any
adjournment of that meeting. For purposes of determining the presence or absence
of a quorum for the transaction of business at the meeting, all shares for which
a proxy or vote is received, including abstentions and shares represented by a
broker vote on any matter, will be counted as present and represented at the
meeting.
A proxy may be revoked at any time before it is exercised by written notice
delivered to the Secretary of the Company or by attending and voting at the
annual meeting.
ELECTION OF DIRECTORS
In accordance with the recommendation of the Governance Committee, the
Board of Directors has nominated the following 4 nominees for election as
directors for 3-year terms expiring at the 2001 annual meeting:
Geoffrey B. Bloom
David T. Kollat
David P. Mehney
Timothy J. O'Donovan
A plurality of the shares present in person or represented by proxy and
entitled to vote on the election of directors is required to elect directors.
For purposes of counting votes on the election of directors, abstentions, broker
non-votes and other shares not voted will not be counted as shares voted, and
the number of shares of which a plurality is required will be reduced by the
number of shares not voted.
All of the nominees are presently directors of the Company whose terms will
expire at the annual meeting. The proposed nominees are willing to be elected
and to serve. In the event that a nominee is unable
<PAGE> 4
to serve or is otherwise unavailable for election, which is not contemplated,
the incumbent Wolverine Board of Directors may or may not select a substitute
nominee. If a substitute nominee is selected, all proxies will be voted for the
substitute nominee designated by the Board of Directors. If a substitute nominee
is not selected, all proxies will be voted for the remaining nominees. Proxies
will not be voted for a greater number of persons than the number of nominees
named above.
YOUR BOARD OF DIRECTORS RECOMMENDS THAT YOU
VOTE FOR ELECTION OF ALL NOMINEES AS DIRECTORS
VOTING SECURITIES
Holders of record of Company Common Stock, $1.00 par value ("Common Stock")
at the close of business on March 2, 1998, will be entitled to notice of and to
vote at the annual meeting and any adjournment of the meeting. As of March 2,
1998, there were 42,742,513 shares of Common Stock outstanding (excluding
764,860 shares of treasury stock), each having 1 vote on each matter presented
for stockholder action. Shares cannot be voted unless the stockholder is present
at the meeting or represented by proxy.
OWNERSHIP OF COMMON STOCK
The following table sets forth information as to each entity known to the
Company to have been the beneficial owner of more than 5% of the Company's
outstanding shares of Common Stock as of March 2, 1998:
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF
BENEFICIAL
OWNERSHIP OF COMMON STOCK
---------------------------------
SOLE VOTING SHARED VOTING
NAME AND ADDRESS AND DISPOSITIVE OR DISPOSITIVE PERCENT
OF BENEFICIAL OWNER POWER POWER OF CLASS
------------------- --------------- -------------- --------
<S> <C> <C> <C>
AMVESCAP PLC -- 2,317,575 5.4%
11 Devonshire Square
London EC2M4YR
England(1)
FMR Corp. 4,050,625 -- 9.5
82 Devonshire Street
Boston, Massachusetts 02109(2)
Putnam Investments, Inc. -- 5,541,101 12.0
One Post Office Square
Boston, Massachusetts 02109(3)
</TABLE>
- -------------------------
(1) Based on information set forth in Schedule 13G dated February 11, 1998. The
Schedule 13G indicates that AMVESCAP PLC, identified as a parent holding
company (together with certain of its subsidiaries) is considered the
beneficial owner of 2,317,575 shares of the Company's Common Stock.
(2) Based on information set forth in Amendment No. 3 to Schedule 13G dated
February 14, 1998. The Schedule 13G indicates that Fidelity Management &
Research Company ("Fidelity"), a wholly-owned subsidiary of FMR Corp. and a
registered investment adviser, is considered the beneficial owner of
1,649,700 shares of the Company's Common Stock as a result of acting as
investment adviser to various registered investment companies and as a
result of acting as sub-adviser to Fidelity American Special Situations
Trust ("FASST"). Fidelity Management Trust Company, a wholly-owned
subsidiary of FMR Corp. and a bank as defined in Section 3(a)(6) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), is the
beneficial owner of 2,294,325 shares of the Company's Common Stock as a
result of its serving as investment manager for certain institutional
accounts. Fidelity International
2
<PAGE> 5
Limited ("FIL"), a Bermudan joint stock company and an investment adviser to
various investment companies and certain institutional advisers, is a
beneficial owner of 299,000 shares of the Company's Common Stock, which
includes 192,400 shares of the Company's Common Stock owned by FASST. FIL
has the sole power to vote and the sole power to dispose of 106,600 shares
of the Company's Common Stock.
(3) Based on information set forth in Amendment No. 1 to Schedule 13G dated
January 27, 1998. The Schedule 13G indicates that Putnam Investment
Management, Inc. and The Putnam Advisory Company, Inc. are registered
investment advisers and (together with their parent corporations, Putnam
Investments, Inc. and Marsh & McLennan Companies, Inc.) are considered
beneficial owners in the aggregate of 5,541,101 shares of the Company's
Common Stock and that such shares were acquired for investment purposes by
such investment advisers for certain of their advisory clients. The Schedule
13G indicates that such investment advisers have shared voting power over an
aggregate of 419,067 shares of Common Stock and shared dispositive power
over an aggregate of 5,541,101 shares of Common Stock.
SECURITIES OWNERSHIP OF MANAGEMENT
The following table sets forth the number of shares of Common Stock
beneficially owned as of March 2, 1998, by each of Wolverine's directors and
nominees for director, each of the named executive officers and all of
Wolverine's directors, nominees for director and executive officers as a group:
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF BENEFICIAL
OWNERSHIP OF COMMON STOCK(1)
---------------------------------------------------
SOLE VOTING SHARED VOTING TOTAL
NAME OF AND DISPOSITIVE OR DISPOSITIVE BENEFICIAL PERCENT
BENEFICIAL OWNER POWER(2) POWER(3) OWNERSHIP(2) OF CLASS
---------------- ----------------- ---------------- ------------ ---------
<S> <C> <C> <C> <C>
Geoffrey B. Bloom 550,474 80,483(2) 630,957 1.5%
Daniel T. Carroll 40,497 -- 40,497 *
Steven M. Duffy 96,539 -- 96,539 *
Alberto L. Grimoldi 26,573 -- 26,573 *
Stephen L. Gulis, Jr 104,797 23,112 127,909 *
David T. Kollat 58,215 -- 58,215 *
Blake W. Krueger 60,837 -- 60,837 *
Phillip D. Matthews 25,310 31,125 56,435 *
David P. Mehney 76,778 23,625 100,403 *
Timothy J. O'Donovan 412,700 49,358 462,058 1.1
Joseph A. Parini 24,268 -- 24,268 *
Joan Parker 35,997 -- 35,997 *
Elizabeth A. Sanders 26,575 3,375 29,950 *
Paul D. Schrage 15,187 -- 15,187 *
All directors and executive
officers as a group 1,890,027 212,420 2,102,447 4.9%
</TABLE>
- -------------------------
* Less than 1%.
(1) The numbers of shares stated are based on information provided by each
person listed and include shares personally owned of record by the person
and shares that, under applicable regulations, are considered to be
otherwise beneficially owned by the person.
(2) These numbers include shares that may be acquired through the exercise of
stock options granted under the 1988 Stock Option Plan, the Directors' Stock
Option Plan (1988), the 1993 Stock Incentive Plan, the 1994 Directors' Stock
Option Plan, the 1995 Stock Incentive Plan and the 1997 Stock Incentive Plan
3
<PAGE> 6
within 60 days after March 2, 1998. The number of shares subject to stock
options exercisable within 60 days after March 2, 1998, for each listed
person is shown below:
<TABLE>
<S> <C>
Mr. Bloom 224,591
Mr. Carroll 22,779
Mr. Duffy 48,158
Mr. Grimoldi 11,389
Mr. Gulis 53,640
Mr. Kollat 32,903
Mr. Krueger 22,971
Mr. Matthews 25,310
Mr. Mehney 43,028
Mr. O'Donovan 153,478
Mr. Parini 17,715
Ms. Parker 17,716
Ms. Sanders 26,575
Mr. Schrage 15,187
All directors and executive officers as a group 893,755
</TABLE>
(3) These numbers include shares over which the listed person is legally
entitled to share voting or dispositive power by reason of joint ownership,
trust or other contract or property right, and shares held by spouses,
children or other relatives over whom the listed person may have influence
by reason of relationship.
BOARD OF DIRECTORS
The Company's Board of Directors currently consists of 11 directors, 4 of
whom are standing for reelection. In addition to the directors standing for
reelection, the Company has 3 incumbent directors with terms expiring in 1999
and 4 incumbent directors with terms expiring in 2000. Wolverine's Amended and
Restated Bylaws provide that the Board of Directors shall be divided into 3
classes, with each class to be as nearly equal in number as possible. Each class
of directors serves a term of office of 3 years, with the term of 1 class
expiring at the annual meeting of stockholders in each successive year.
Biographical information as of January 3, 1998, is presented below for each
person who either is nominated for election as a director at the annual meeting
of stockholders or is continuing as an incumbent director. Except as indicated,
all have had the same principal positions and employment for over 5 years.
NOMINEES FOR ELECTION TO TERMS EXPIRING IN 2001
GEOFFREY B. BLOOM (age 56) has been a director since 1987. Mr. Bloom is
Chief Executive Officer and Chairman of the Board of the Company. Mr. Bloom was
appointed Chairman of the Board in 1996. Formerly, Mr. Bloom was President and
Chief Executive Officer of the Company from 1993 until 1996 and Chief Operating
Officer of the Company from 1987 until 1993. Mr. Bloom is also a director of
Comshare, Inc.
DAVID T. KOLLAT (age 59) has been a director since 1992. Mr. Kollat is
President and Chairman of 22, Inc., a company specializing in research and
management consulting for retailers and consumer goods manufacturers. Mr. Kollat
is also a director of The Limited, Inc.; Cooker Restaurant Corporation, Inc.;
and Consolidated Stores, Inc.
DAVID P. MEHNEY (age 58) has been a director since 1977. Mr. Mehney is
President of The KMW Group, Inc., a distributor of medical and marine products.
TIMOTHY J. O'DONOVAN (age 52) has been a director since 1993. Mr. O'Donovan
is Chief Operating Officer and President of the Company. Mr. O'Donovan has held
these positions since 1996. Formerly, Mr. O'Donovan was Executive Vice President
of the Company.
4
<PAGE> 7
INCUMBENT DIRECTORS -- TERMS EXPIRING IN 2000
ALBERTO L. GRIMOLDI (age 56) has been a director since 1994. Mr. Grimoldi
is Chairman of Grimoldi, S.A., a shoe manufacturer and retailer in Argentina. He
has held that position since 1986. Mr. Grimoldi is also a founding member and
has been Vice Chairman of Banco Privado de Inversiones, S.A., an Argentinean
investment adviser, since 1993, and he is a member of the Advisory Board of Ford
Motor Company in Argentina. Mr. Grimoldi is also a founding member and director
of INFUPA S.A., a diversified Argentinean financial services firm. Mr. Grimoldi
has also held various positions in the Argentinean government.
JOSEPH A. PARINI (age 66) has been a director since 1987. He is Chairman of
the Board and an officer of EFW, Inc., a designer and manufacturer of avionics
systems for global markets, and has held that position since January 1997. He is
also President of Olive Tree Enterprises, Inc., a management consulting firm,
and has held that position since January 1997. Formerly, Mr. Parini was
President and Chief Executive Officer of Elbit Systems, Inc., a designer,
manufacturer and marketer of infrared, telecommunications and medical
instrumentation, as well as defense products, from 1990 until 1996; President of
Inframetrics, Inc., a manufacturer of infrared instrumentation, from 1990 until
1994; and President and Chief Executive Officer of Rospatch Corporation (now
Ameriwood Industries International, Corp.), a manufacturer of wood products for
consumer markets, from 1980 until 1990. Mr. Parini is also a director of
Foremost Corporation of America.
JOAN PARKER (age 62) has been a director since 1981. Ms. Parker is a Senior
Partner with J. Walter Thompson, an international advertising firm. Ms. Parker
has held that position since September 1995. From September 1995 until December
1995, Ms. Parker was also the sole proprietor of Parker & Associates, a public
relations firm. From 1994 until September 1995, she was Executive Vice President
and a Director of N. W. Ayer & Partners, an international advertising firm, and
Executive Vice President and Managing Director of the Ayer Public Relations
Division of N. W. Ayer & Partners. Formerly, Ms. Parker was Senior Vice
President and Managing Director of the Ayer Public Relations Division.
ELIZABETH A. SANDERS (age 52) has been a director since 1994. Ms. Sanders
is the principal of The Sanders Partnership, a management consulting practice.
Ms. Sanders has held that position since 1990. Formerly, Ms. Sanders was Vice
President of Nordstrom, Inc., a retailer. Ms. Sanders is also a director of
Wal-Mart Stores, Inc.; H.F. Ahmanson & Co.; Advantica Restaurant Group, Inc.;
and Wellpoint Health Networks.
INCUMBENT DIRECTORS -- TERMS EXPIRING IN 1999
DANIEL T. CARROLL (age 71) has been a director since 1979. Mr. Carroll is
Chairman of The Carroll Group, a management consulting firm. Mr. Carroll is also
a director of American Woodmark Corp.; A.M. Castle & Co.; Aon Corporation;
Comshare, Inc.; Diebold, Incorporated; Woodhead Industries, Inc.; and Oshkosh
Truck Corporation.
PHILLIP D. MATTHEWS (age 59) has been a director since 1981. Mr. Matthews
is Lead Director of the Company and was formerly Chairman of the Board of the
Company from 1993 until 1996. Mr. Matthews is a general partner in Matthews,
Mullaney & Co., a consulting firm. From 1991 until 1997, Mr. Matthews was
Chairman of Reliable Company, a coin-operated laundry equipment company
servicing the multi-unit housing industry. From 1981 until 1989, Mr. Matthews
was Chairman, Chief Executive Officer and Owner of Bell Helmets, Inc., a
predecessor of Bell Sports Corp. Mr. Matthews is also a director of H.F.
Ahmanson & Co.; Bell Sports Corp.; and Sizzler International Inc.
PAUL D. SCHRAGE (age 62) was appointed to the Board of Directors in 1997.
From 1984 until 1997, Mr. Schrage was Senior Executive Vice President and Chief
Marketing Officer of McDonald's Corporation, a restaurant franchisor and
operator, and was employed by that company since 1967. Mr. Schrage is also a
director of Safety-Kleen Corp.
5
<PAGE> 8
BOARD COMMITTEES AND MEETINGS
The Company's Board of Directors has 4 standing committees: the Audit
Committee, the Compensation Committee, the Executive Committee and the
Governance Committee.
Audit Committee. The Audit Committee recommends to the Board of
Directors the selection of independent accountants; approves the nature and
scope of services to be performed by the independent accountants and
reviews the range of fees for such services; confers with the independent
accountants and reviews the results of the annual audit; reviews with the
independent accountants the Company's internal auditing, accounting and
financial controls; and reviews policies and practices regarding compliance
with laws and conflicts of interest. Messrs. Grimoldi, Kollat and Parini
and Ms. Parker currently serve on the Audit Committee. Mr. Parini is
Chairman of the Audit Committee. During 1997, the Audit Committee held 3
meetings.
Compensation Committee. The Compensation Committee is responsible for
reviewing and recommending to the Board of Directors the timing and amount
of compensation for the Chief Executive Officer and other key employees,
including salaries, bonuses and other benefits. The Compensation Committee
also is responsible for administering the Company's stock option and other
equity-based incentive plans, recommending retainer and attendance fees for
directors who are not employees of the Company or any of its subsidiaries
("Outside Directors") and reviewing for their adequacy and competitiveness
compensation plans and awards as they relate to the Chief Executive Officer
and other key employees. Messrs. Carroll, Mehney and Schrage and Ms.
Sanders currently serve on the Compensation Committee. Mr. Carroll is
Chairman of the Compensation Committee. During 1997, the Compensation
Committee held 5 meetings.
Executive Committee. The Executive Committee is responsible for and
may exercise all powers and authority of the Board of Directors in the
management of the business and affairs of the Company except to the extent
that delegation is prohibited by law. The Executive Committee may consider
or act upon matters requiring Board action during periods between Board
meetings. Messrs. Bloom, Carroll, Grimoldi, Matthews and Parini currently
serve on the Executive Committee. Mr. Matthews is Chairman of the Executive
Committee. During 1997, the Executive Committee held 1 meeting.
Governance Committee. The Governance Committee is responsible for: (i)
recommending to the Board of Directors suitable candidates for nomination
for positions on the Board of Directors; (ii) reviewing with the Board of
Directors the appropriate skills and characteristics of Board members;
(iii) reviewing and evaluating each director's performance on the Board;
(iv) reviewing and reporting to the Board on all matters generally relating
to corporate governance; and (v) recommending the officers of the Company
for election by the Board of Directors. Messrs. Kollat and Mehney and Mses.
Parker and Sanders currently serve on the Governance Committee. Mr. Mehney
is Chairman of the Governance Committee. During 1997, the Governance
Committee held 4 meetings. The Governance Committee will consider nominees
for election to the Board of Directors submitted by stockholders. The
Amended and Restated Bylaws of the Company provide that nominations for the
election of directors may be made by a stockholder entitled to vote for the
election of directors if, and only if, the stockholder submits advance
notice of the proposed nomination and the notice is received by the
Secretary of the Company not less than 50 nor more than 75 days before the
annual meeting. However, if fewer than 65 days' notice of the meeting or
prior public disclosure is given to stockholders, the notice of the
proposed nomination must be received not later than the close of business
on the 15th day after the day on which the notice of the date of the
meeting was mailed or the public disclosure was made, whichever first
occurs. Each notice submitted by a stockholder must set forth the name,
age, business address, residence address, principal occupation and
employment of, the class and number of shares of the Company's stock
beneficially owned by, and any other information concerning each nominee as
would be required to be included in a proxy statement soliciting proxies
for the election of the nominee under the Exchange Act and, as to the
stockholder giving the notice, the name, record address and the class and
number of shares of the Company's stock beneficially owned by the
stockholder. If the chairman of the meeting determines that a
6
<PAGE> 9
nomination was not made in accordance with these procedures, he or she must
announce that determination at the meeting and the nomination will be
disregarded.
During the Company's last fiscal year, the Board of Directors held 5
regular meetings. Each of the directors attended 75% or more of the aggregate of
(i) the total number of meetings of the Board of Directors and (ii) the total
number of meetings held by all committees of the Board of Directors on which he
or she served (during the periods that he or she served).
COMPENSATION OF DIRECTORS
Outside Directors receive a $20,000 annual retainer fee plus $1,000 per day
for attendance at each regular meeting of the Board of Directors and $1,000 per
day for attendance at each committee meeting. In addition, the chairmen of the
Audit, Compensation and Governance Committees receive annual fees of $2,000.
Directors who are also employees of the Company or any of its subsidiaries
receive no annual retainer and are not compensated for attendance at Board or
committee meetings. The Company also reimburses directors for expenses
associated with attending Board and committee meetings.
Under the Directors' Stock Option Plan adopted and approved by the
stockholders in 1994 (the "1994 Directors' Plan"), each Outside Director has
been granted an option to purchase 15,187 shares of Common Stock (as adjusted
for stock splits) on the date of his or her initial appointment or election as a
director and an option to purchase 2,530 shares (as adjusted for stock splits)
annually on the date of each annual meeting after his or her appointment or
election. The per share exercise price of options granted under the 1994
Directors' Plan is 100% of the market value of Common Stock on the date each
option is granted. The term of each option may not exceed 10 years. Options were
granted under the 1994 Directors' Plan to all Outside Directors on April 16,
1997. Options to purchase a maximum of 405,000 shares of Common Stock may be
granted under the 1994 Directors' Plan.
In 1996, the Company adopted the Outside Directors' Deferred Compensation
Plan (the "Outside Directors' Plan"), a supplemental nonqualified deferred
compensation plan for the Outside Directors of the Company. The plan permits all
Outside Directors to defer 25%, 50%, 75% or 100% of their directors' fees.
Amounts deferred are credited on the books of the Company to an account
established for that director as if the amounts had been invested to purchase
shares of Common Stock of the Company using the market price of the Company's
Common Stock on the date such fees would have been payable ("phantom stock").
The value of the account will increase or decrease during the deferral period
corresponding to changes in the market value of the Company's Common Stock. The
accumulated value of a director's account under the plan is paid in cash upon
termination of service as a director in a single lump-sum or annual installments
over a period of up to 10 years.
Upon adoption of the Outside Directors' Plan the Company terminated its
previously existing Director Retirement Plan (the "Director Retirement Plan")
and provided for the conversion of the expected benefits payable under the
Director Retirement Plan. Only Outside Directors of the Company who continued to
serve as directors at the close of the annual meeting of stockholders on April
17, 1996 (defined in the Outside Directors' Plan as "Current Directors"),
received an award of phantom stock units representing additional retirement
income under the Outside Directors' Plan. Except for the Current Directors, no
future Outside Director will receive retirement awards under the Outside
Directors' Plan. In addition, former directors who were receiving payments under
the Director Retirement Plan on April 17, 1996, will continue to receive the
benefits provided under the Director Retirement Plan. To approximate as nearly
as possible the expected benefits that otherwise would have been payable to
Current Directors under the Director Retirement Plan if it had remained in
effect, on April 17, 1996, each Current Director was awarded a number of phantom
stock units having a market value equal to the present value (determined by an
actuary) of the expected benefits payable under the Director Retirement Plan. In
addition, to approximate as nearly as possible the minimum service requirements
imposed under the Director Retirement Plan, phantom stock units that represent
awards of retirement income are subject to delayed vesting provisions. Cash
equal to the accumulated value of all phantom stock units representing
retirement awards credited to a director's account will be payable upon
7
<PAGE> 10
termination of service as a director. Payments will be made in 10 annual
installments beginning the month following termination of service as a director.
Upon a "change in control" as defined in the Outside Directors' Plan, all
amounts credited to a director's account (both for deferred fees and retirement
income) will be distributed to the director in a single lump-sum. For purposes
of the Outside Directors' Plan, "change in control" is defined as (i) the
failure of the individuals who were directors at the time the Outside Directors'
Plan was adopted and those whose election or nomination to the Board of
Directors was approved by a three-quarters vote of the directors then still in
office who were directors at the time the Outside Directors' Plan was adopted,
or whose election or nomination was so approved, to constitute a majority of the
Board of Directors; (ii) the acquisition by certain persons or groups of 20% or
more of the Company's Common Stock or combined outstanding voting power
(excluding certain transactions); (iii) the approval by the stockholders of a
reorganization, merger or consolidation (excluding certain permitted
transactions); or (iv) the approval by the stockholders of a complete
liquidation or dissolution of the Company or the sale or disposition of all or
substantially all of the assets of the Company (excluding certain permitted
transactions).
On April 27, 1993, Mr. Matthews was elected to serve as Chairman of the
Board of Directors of the Company. Mr. Matthews stepped down as the Chairman of
the Board effective as of the close of the 1996 annual meeting of stockholders
and now serves as Lead Director. The Company pays Mr. Matthews a fee of $100,000
annually, and reimburses him for office, clerical and related expenses in
consideration for his service as Lead Director.
STOCK PRICE PERFORMANCE GRAPH
The following graph compares the cumulative total stockholder return on
Wolverine Common Stock to the Standard & Poor's 500 Stock Index and an index of
peer companies that produce non-athletic footwear, assuming an investment of
$100.00 at the beginning of the period indicated. The Standard & Poor's 500
Stock Index is a broad equity market index published by Standard & Poor's. The
index of peer companies was constructed by the Company and consists of the
companies listed in the footnote to the graph below. In constructing the peer
index, the return of each peer group company was weighted according to its
respective stock market capitalization at the beginning of each period
indicated. Cumulative total stockholder return is measured by dividing: (i) the
sum of (a) the cumulative amount of dividends for the measurement period,
assuming dividend reinvestment, and (b) the difference between the share price
at the end and the beginning of the measurement period; by (ii) the share price
at the beginning of the measurement period.
8
<PAGE> 11
COMPARISON OF FIVE YEAR CUMULATIVE
TOTAL STOCKHOLDER RETURN
<TABLE>
<CAPTION>
Measurement Period
(Fiscal Year Covered) Wolverine S & P 500 Peer Group
<S> <C> <C> <C>
1992 $ 100.0 $ 100.0 $ 100.0
1993 202.3 110.1 107.1
1994 259.0 111.5 86.2
1995 477.9 153.5 83.2
1996 663.0 188.7 105.2
1997 778.6 251.6 100.7
</TABLE>
- -------------------------
(1) The index of peer companies consists of J. Baker, Inc.; R.G. Barry
Corporation; Brown Group, Inc.; Candie's, Inc.; Daniel Green Company;
Genesco Inc.; Justin Industries, Inc.; Kenneth Cole Productions, Inc.;
Lacrosse Footwear, Inc.; Nine West Group Inc.; Penobscot Shoe Company; Rocky
Shoes & Boots, Inc.; The Stride Rite Corporation; The Timberland Company;
Wellco Enterprises, Inc.; and Weyco Group, Inc.
The dollar values for total stockholder return plotted in the graph above
are shown in the table below:
<TABLE>
<CAPTION>
FISCAL S & P PEER
YEAR-END WOLVERINE 500 GROUP
- -------- --------- ----- -----
<S> <C> <C> <C>
1992 $100.0 $100.0 $100.0
1993 202.3 110.1 107.1
1994 259.0 111.5 86.2
1995 477.9 153.5 83.2
1996 663.0 188.7 105.2
1997 778.6 251.6 100.7
</TABLE>
9
<PAGE> 12
EXECUTIVE COMPENSATION
COMPENSATION SUMMARY
The following Summary Compensation Table shows certain information
concerning the compensation earned during each of the 3 fiscal years in the
period ended January 3, 1998, by the Chief Executive Officer of the Company and
each of Wolverine's 4 most highly compensated executive officers who served in
positions other than Chief Executive Officer at the end of the last completed
fiscal year. The numbers of shares subject to awards of stock options have been
adjusted to reflect stock splits.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM COMPENSATION
------------------------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
---------------------------------- ----------------------- ----------
NUMBER OF
RESTRICTED SHARES
NAME AND OTHER ANNUAL STOCK UNDERLYING LTIP ALL OTHER
PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION AWARDS(1) OPTIONS PAYOUTS(2) COMPENSATION(3)
------------------ ---- -------- -------- ------------ ---------- ---------- ---------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Geoffrey B. Bloom 1997 $569,231 $717,407(4) $ 3,295(5) $315,000 173,111 $430,278 $9,953
Chief Executive 1996 473,107 507,437(6) 5,746(7) 212,344 67,500 366,776 9,516
Officer, Chairman 1995 391,923 301,659 -- 203,438 90,449 321,114 8,953
and Director
Steven M. Duffy 1997 $245,385 $196,308 $ -- $140,000 28,353 $ 99,077 $7,604
Executive Vice 1996 224,266 156,986 -- 70,781 16,875 84,826 7,058
President 1995 185,797 99,530 -- 54,250 18,562 71,407 6,168
Stephen L. Gulis, Jr. 1997 $231,923 $185,538 $ -- $140,000 28,667 $ 92,155 $6,696
Executive Vice 1996 212,857 148,937 -- 70,781 16,875 78,019 6,122
President, Chief 1995 169,678 90,895 -- 54,250 18,562 48,469 4,877
Financial Officer and
Treasurer
Blake W. Krueger 1997 $244,808 $195,846 $ -- $140,000 25,000 $150,110 $7,352
Executive Vice 1996 153,654 164,500 -- 90,375 16,875 84,749 1,735
President, General 1995 -- -- -- 53,750 -- -- --
Counsel and Secretary
Timothy J. O'Donovan 1997 $334,616 $334,615 $ -- $210,000 70,829 $179,480 $8,123
Chief Operating 1996 286,633 229,306 -- 141,563 38,250 149,758 7,686
Officer, President 1995 233,423 98,138 -- 122,063 50,625 107,924 7,123
and Director
</TABLE>
- -------------------------
(1) The values of restricted stock awards reported in this column are calculated
using the closing market price of Common Stock on the date of grant. As of
the end of Wolverine's 1997 fiscal year, each of the named executive
officers held shares of restricted stock. Dividends will be paid on shares
of restricted stock at the same rate dividends are paid on Common Stock. The
number of shares of restricted stock held by each named individual and the
aggregate value of those shares (as represented by the closing price of
Common Stock on January 2, 1998) at the end of the Company's 1997 fiscal
year, without giving effect to the diminution of value attributable to the
restrictions on the stock, are set forth below:
<TABLE>
<CAPTION>
NUMBER AGGREGATE
OF SHARES VALUE
--------- ----------
<S> <C> <C>
Mr. Bloom 87,327 $2,030,353
Mr. Duffy 26,285 611,126
Mr. Gulis 25,652 596,409
Mr. Krueger 19,500 453,375
Mr. O'Donovan 51,890 1,206,437
</TABLE>
10
<PAGE> 13
These numbers do not include the number or value of shares of restricted
stock awarded during 1996 in connection with the Company's Long-Term
Incentive Plan (1993-1995), during 1997 in connection with the Company's
Long-Term Incentive Plan (1994-1996) or during 1998 in connection with the
Company's Executive Long-Term Incentive Plan (3-Year Bonus Plan)
(collectively, the "Long-Term Incentive Plans"), the values of which are
included in the amounts reported in the "LTIP Payouts" column in this table
for the applicable year for each listed individual.
(2) Under the Company's Long-Term Incentive Plans, amounts payable under the
plans are paid (i) in cash equal to 50% of the amount payable and (ii) in
shares of restricted stock that have a market value, on the date the cash
payment is made, equal to 140% of the remaining 50% payable under the plan
(i.e. 70% of the calculated bonus amount). The dollar amounts reported in
this column reflect the cash payment and the market value of the shares of
restricted stock on the date of payment. Shares of restricted stock are
granted under the Company's existing plans that provide for such awards. The
restrictions lapse with respect to one-third of the shares on each
anniversary of the date of grant. Pursuant to these plans, the Company
granted 39,225 shares of restricted stock to key management employees with
respect to amounts payable for the 3-year performance period ended January
3, 1998.
(3) The compensation listed in this column for 1997 consisted of: (i) Company
contributions to the accounts of the named executive officers under
Wolverine's 401(k) Savings Plan as follows: $4,750 for Mr. Bloom; $4,750 for
Mr. Duffy; $4,750 for Mr. Gulis; $4,750 for Mr. Krueger; and $4,750 for Mr.
O'Donovan; and (ii) payments made by Wolverine for the premiums on certain
life insurance policies as follows: $5,203 for Mr. Bloom; $2,854 for Mr.
Duffy; $1,946 for Mr. Gulis; $2,602 for Mr. Krueger; and $3,373 for Mr.
O'Donovan.
(4) Includes one-third of the outstanding principal balance ($34,330) of a
3-year, interest-free loan made to Mr. Bloom pursuant to his amended and
restated employment agreement which was forgiven by the Company because the
Company achieved its targeted performance goals under the annual bonus plan
for 1997.
(5) This compensation consisted of imputed income from a 3-year, interest-free
loan made to Mr. Bloom pursuant to his amended and restated employment
agreement.
(6) Includes one-third of the outstanding principal balance ($34,330) of a
3-year, interest-free loan made to Mr. Bloom pursuant to his amended and
restated employment agreement which was forgiven by the Company because the
Company achieved its targeted performance goals under the annual bonus plan
for 1996.
(7) This compensation consisted of imputed income from a 3-year, interest-free
loan made to Mr. Bloom pursuant to his amended and restated employment
agreement.
STOCK OPTIONS
The Company's stock option plans are administered by the Compensation
Committee of the Board of Directors, which has authority to determine the
individuals to whom and the terms upon which options will be granted, the number
of shares to be subject to each option and the form of consideration that may be
paid upon the exercise of an option. The Chief Executive Officer of the Company
makes recommendations of stock option grants (other than for himself) which the
Compensation Committee then considers.
11
<PAGE> 14
The following tables set forth information regarding stock options granted
to and exercised by the named executive officers during the fiscal year ended
January 3, 1998, and the number of shares of Common Stock subject to and values
of options at that date:
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
- -----------------------------------------------------------------------
PERCENT OF POTENTIAL REALIZABLE
TOTAL VALUE AT ASSUMED
NUMBER OF OPTIONS ANNUAL RATES OF STOCK
SECURITIES GRANTED TO EXERCISE PRICE APPRECIATION FOR
UNDERLYING EMPLOYEES PRICE OPTION TERM
OPTIONS IN FISCAL PER EXPIRATION ---------------------------
NAME GRANTED(1) YEAR SHARE DATE 0% 5% 10%
---- ---------- ---------- -------- ---------- --- -------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Geoffrey B. Bloom 40,715 5.1% $23.33 02/23/07 -- $597,254 $1,513,439 [boldface]
4,285 0.5 23.33 02/23/07 -- 62,865 159,299 [boldface]
2,876 0.4 25.75 04/27/07 -- 46,558 117,978
8,156 1.0 24.34 03/05/01 -- 37,682 80,252
9,348 1.2 23.34 04/26/03 -- 73,024 164,372
32,332 4.1 24.34 03/09/04 -- 297,714 685,886
6,542 0.8 24.34 02/28/05 -- 70,906 167,730
36,142 4.5 24.34 03/08/05 -- 393,088 930,420
24,856 3.1 24.34 02/27/06 -- 313,006 761,162
7,859 1.0 26.44 04/26/03 -- 65,026 145,893
Steven M. Duffy 6,708 0.8 23.33 02/23/07 -- 98,401 249,347 [boldface]
15,792 2.0 23.33 02/23/07 -- 231,655 587,013 [boldface]
720 0.1 25.75 04/27/07 -- 11,656 29,535
4,000 0.5 27.63 07/06/07 -- 69,469 176,034 [italics]
1,133 0.1 24.31 02/27/06 -- 14,233 34,603
Stephen L. Gulis, Jr. 6,708 0.8 23.33 02/23/07 -- 98,400 249,347 [boldface]
15,792 2.0 23.33 02/23/07 -- 231,655 587,013 [boldface]
574 0.1 25.75 04/27/07 -- 9,300 23,567
1,593 0.2 28.50 03/05/02 -- 11,629 25,480
4,000 0.5 27.63 07/06/07 -- 69,469 176,034 [italics]
Blake W. Krueger 9,879 1.2 23.33 02/23/07 -- 144,916 367,218 [boldface]
12,621 1.6 23.33 02/23/07 -- 185,139 469,142 [boldface]
2,500 0.3 27.63 07/06/07 -- 43,418 110,021 [italics]
Timothy J. O'Donovan 25,715 3.2 23.33 02/23/07 -- 377,217 955,866 [boldface]
4,285 0.5 23.33 02/23/07 -- 62,857 159,280 [boldface]
1,150 0.1 25.75 04/27/07 -- 18,625 47,195
3,123 0.4 24.31 03/09/04 -- 28,678 66,055
2,283 0.3 24.31 02/28/05 -- 24,681 58,370
20,182 2.5 24.31 03/08/05 -- 218,940 518,102
14,091 1.8 24.31 02/27/06 -- 177,010 430,352
</TABLE>
- -------------------------
(1) All options indicated in boldface or italics text above are exercisable with
respect to 25% of the shares on the date of grant and become exercisable in
cumulative 25% installments on each anniversary date thereafter with full
vesting occurring on the third anniversary date of the grant. Vesting may be
accelerated upon certain events relating to a change in control of the
Company. All options in boldface text were granted in February 1997 and all
options in italics text were granted in July 1997. All such options were
granted for a term of 10 years. In 1997, the Compensation Committee adopted
a policy to automatically award "Reload Options" to a limited group of
senior executives if those executives surrender shares of the Company's
Common Stock to pay the exercise price or tax withholding obligations
associated with the exercise of a then outstanding nonqualified stock option
or the vesting of
12
<PAGE> 15
restricted stock. New stock options (both incentive stock options and
nonqualified stock options) and restricted stock awards under the 1997 Stock
Incentive Plan provide for automatic awards of Reload Options to such
executives. All options not shown in boldface or italics text in the table
are Reload Options granted in 1997. Reload Options to purchase that number
of shares surrendered by an executive are awarded at the market price on the
date of grant. Reload Options granted in connection with the exercise of
another stock option have the same term as the term remaining under the
underlying option that was exercised. Reload Options granted upon the
vesting of restricted stock have 10-year terms. Reload Options are fully
vested on the date of grant. Certain senior executives are permitted to
transfer nonqualified stock options to a limited group of permissible
transferees primarily for estate planning purposes. Options terminate, with
certain limited exercise provisions, in the event of death, retirement or
other termination of employment. All options permit the option price to be
paid by delivery of cash or, with the consent of the Compensation Committee,
shares of the Company's Common Stock.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF VALUE OF
SECURITIES UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
NUMBER OF OPTIONS AT OPTIONS AT
SHARES FISCAL YEAR-END FISCAL YEAR-END
ACQUIRED ON VALUE --------------------------- ---------------------------
NAME EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- ---------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Geoffrey B. Bloom 276,570 $5,060,643 162,605 90,111 $ 375,430 $709,421
Steven M. Duffy 14,660 231,034 28,675 29,949 246,773 160,565
Stephen L. Gulis, Jr. 27,307 523,655 34,157 29,949 301,873 160,565
Blake W. Krueger 8,438 77,411 8,126 25,311 -- 83,198
Timothy J. O'Donovan 115,725 2,116,952 116,261 54,280 1,183,791 398,412
</TABLE>
The Company's employee loan program provides that an employee (or Outside
Director) may borrow from the Company up to 95% of the exercise price to
exercise options acquired under the Company's stock option plans. These loans
bear interest at a rate equal to the greater of 6.5% per annum or the interest
rate imputed by the Internal Revenue Service with interest payable quarterly.
Principal is payable quarterly at the rate of 15% per annum beginning 5 years
after the date on which the option to which the loan relates is exercised. All
loans are secured by a pledge of the Common Stock obtained upon exercise of the
applicable option. Outstanding loan balances as of March 2, 1998, and, if
higher, the maximum amount outstanding since December 28, 1996 (indicated in
parentheses), for each of the named executive officers of the Company were as
follows: Mr. Bloom, $34,330 ($68,661); Mr. Duffy, $109,818; Mr. Gulis, $143,310
($176,750); Mr. Krueger, $107,326; and Mr. O'Donovan, $146,380.
LONG-TERM INCENTIVE AWARDS
The Company's stockholders approved the Executive Long-Term Incentive Plan
(3-Year Bonus Plan) in 1997 (the "Long-Term Plan"). The Long-Term Plan continues
the long-term incentive bonus policy the Company has used for many years
pursuant to which the Company may award cash and shares of restricted stock to
plan participants conditioned upon the achievement of certain corporate
performance goals over a 3-year performance period.
13
<PAGE> 16
The following table sets forth certain information concerning awards of
long-term incentive compensation to the named individuals during the last fiscal
year:
LONG-TERM INCENTIVE PLANS -- AWARDS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
PERFORMANCE ESTIMATED FUTURE PAYOUTS
OR OTHER UNDER NON-STOCK-PRICE-BASED
NUMBER OF SHARES, PERIOD UNTIL PLANS(2)
UNITS OR MATURATION -------------------------------
NAME OTHER RIGHTS(1) OR PAYOUT THRESHOLD TARGET MAXIMUM
---- ----------------- ------------ --------- -------- --------
<S> <C> <C> <C> <C> <C>
Geoffrey B. Bloom 50% 3 years $149,542 $299,083 $598,167
Steven M. Duffy 35 3 years 45,125 90,251 180,501
Stephen L. Gulis, Jr. 35 3 years 42,650 85,299 170,599
Blake W. Krueger 35 3 years 45,019 90,038 180,077
Timothy J. O'Donovan 40 3 years 70,325 140,650 281,300
</TABLE>
- -------------------------
(1) Under the Company's Long-Term Plan, key management employees may earn
incentive compensation based upon achievement of specified earnings per
share ("EPS") goals over a 3-year performance period. The numbers reported
in the column under the heading "Number of Shares, Units or Other Rights"
represent the percentage of each officer's average earned salary during the
3-year period that the officer will receive as bonus compensation under the
plan if the specified EPS targets are achieved. These amounts were
determined by the Compensation Committee. If higher or lower actual EPS
levels are attained during the 3-year performance period, the percentage of
base salary to be received as bonus compensation by each officer will be
correspondingly higher, lower or zero. Bonuses are conditioned upon
achieving a minimum or "threshold" EPS level. EPS goals were established by
the Compensation Committee at the beginning of 1997 for the period ending on
the last day of the Company's 1999 fiscal year. EPS goals are expressed as
net earnings per share after taxes.
(2) Under the Long-Term Plan, amounts earned as bonus compensation are
calculated based on each participant's average annual earned salary during
the 3-year performance period. For purposes of illustration, the
"Threshold," "Target" and "Maximum" amounts in the table have been
calculated using each named individual's base salary for 1997 as reported in
the Summary Compensation Table, adjusted for 5% annual cost of living
increases. Amounts payable under the Long-Term Plan are paid (i) in cash
equal to 50% of the amount payable and (ii) in shares of restricted stock
that have a market value, on the date the cash payment is made, equal to
140% of the remaining 50% payable under the Long-Term Plan (i.e. 70% of the
calculated bonus amount). The dollar amounts reported under the headings
"Threshold," "Target" and "Maximum" reflect the value of the cash payment
and the market value of restricted stock to be received on the date of
payment. Shares of restricted stock are granted under the Company's existing
plans that provide for such awards. The restrictions lapse with respect to
one-third of the shares on each anniversary of the date of grant.
PENSION PLAN
The Company has established a qualified pension plan covering most of the
Company's salaried employees. The Internal Revenue Code of 1986, as amended (the
"Code"), imposes certain limitations on the maximum amount of pension benefits
payable under qualified plans. The Code also imposes a cap of $160,000 (subject
to certain grandfather provisions for earnings accrued before January 1, 1994)
on the amount of earnings which may be taken into account in determining
benefits payable under qualified plans.
The following table illustrates the estimated annual benefits payable under
the pension plan for Wolverine's executive officers if they retire at age 65 at
the annual levels of average remuneration and years of service indicated
(computed on a straight life annuity basis without the reduction required by the
plan for the
14
<PAGE> 17
Social Security Allowance received by participants in the plan and without
regard to any accrued grandfathered benefit for earnings before January 1,
1994):
PENSION PLAN TABLE
<TABLE>
<CAPTION>
YEARS OF SERVICE
--------------------------------------------------------------------------
AVERAGE REMUNERATION 10 15 20 25 30 OR MORE
-------------------- ------- ------- ------- ------- ----------
<S> <C> <C> <C> <C> <C>
$160,000 $25,600 $38,400 $51,200 $64,000 $76,800
</TABLE>
Subject to the limitations imposed by the Code, the pension plan provides
monthly benefits at normal retirement in an amount equal to the greater of: (i)
$16.00 times the participant's number of years of service up to 30 years; or
(ii) 1.6% of final average monthly remuneration times the participant's number
of years of service up to 30 years. Certain designated executives have a
percentage benefit multiplier of 2.4% or 2.0% in lieu of the 1.6% of final
average monthly remuneration benefit multiplier. Benefits are reduced by the
Social Security Allowance as defined in the plan. Under the plan, benefits may
be based upon an employee's "final average pay," which is defined as the average
of the executive's annual earnings for the 4 consecutive highest compensation
years out of the last 10 years of the executive's employment. Except for the
$160,000 cap imposed by the Code, the remuneration covered by the plan for an
employee would be essentially equivalent to the sum of the amounts reported
under the heading "Annual Compensation" in the Summary Compensation Table above
except for the forgiveness of Mr. Bloom's interest-free loan.
The pension plan provides that if the pension plan is terminated during any
period beginning on a "restricted date" (defined below) and ending 2 years
later, surplus plan assets will be used to purchase retiree medical and life
insurance in satisfaction of the Company's then outstanding obligations, if any,
and will be paid pro rata to increase the benefits of plan participants, subject
to legal limitations. If the pension plan is merged with, or the assets of the
plan are transferred to, another plan, then (i) benefits will be fully vested;
(ii) benefits will be increased as if the plan had been terminated; and (iii)
benefits will be satisfied through the purchase of a guaranteed annuity
contract. A restricted date is defined as the date any person or group acquires
more than 50% of the voting stock of the Company in a transaction not approved
by the Board of Directors or the date during any 2-year period on which
individuals who at the beginning of the period constituted the Board of
Directors (including any new director whose nomination or election was approved
by two-thirds of the directors who were directors at the beginning of the period
or whose election or nomination was so approved) cease for any reason to
constitute a majority of the Board.
As of January 3, 1998, the persons listed in the Summary Compensation Table
had the following years of credited service under the plan: Mr. Bloom, 11 years;
Mr. Duffy, 9 years; Mr. Gulis, 13 years; Mr. Krueger, 2 years; and Mr.
O'Donovan, 28 years.
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
In 1995, the Company adopted a Supplemental Executive Retirement Plan
("SERP") to replace the deferred compensation agreements entered into between
the Company and certain key employees, including those listed in the Summary
Compensation Table, except that an executive covered by a deferred compensation
agreement will always be entitled to a benefit under the SERP at least equal to
what he or she would have received under the deferred compensation agreement.
The SERP became effective January 1, 1996.
Under the SERP, a participating executive will be eligible for an annual
supplemental benefit once he or she has completed 5 years of service after
having been approved as a participant in the SERP (or, for those executives
already covered by a deferred compensation agreement, 5 years after entering
into the deferred compensation agreement); alternatively, a participating
executive will be eligible for a benefit with less than 5 years of service if he
or she retires at or after age 65. The supplemental benefit is equal to the
difference between the executive's retirement benefit under the Company's
qualified pension plan and an amount equal to a designated percentage of the
executive's Average Compensation multiplied by the executive's years of service
with the Company (up to 25 years). The designated percentage is either 2.4% for
each year of service
15
<PAGE> 18
(including all of the individuals listed in the Summary Compensation Table) or
2% per year of service. "Average Compensation" is defined as the average of the
executive's annual earnings for the 4 consecutive highest compensation years out
of the last 10 years of the executive's employment and is not restricted by the
$160,000 compensation cap under the Pension Plan. Average Compensation does not
include payments under the Long-Term Plan or severance payments. For this
purpose, Average Compensation does not vary significantly from the amounts shown
under the caption "Annual Compensation" in the Summary Compensation Table above
except for the forgiveness of Mr. Bloom's interest-free loan.
A retired participating executive may draw the full benefit beginning at
age 65. A participating executive who has 10 years of service may elect to begin
receiving a reduced benefit at or after age 55. The reduction factor is 4% for
each year prior to age 60, and 2% for each year between age 60 and age 65. The
SERP provides for a disability benefit equal to 60% of the supplemental
retirement benefit (based on the executive's years of service at the date of
disability). A disabled executive is still eligible for a supplemental
retirement benefit beginning at age 65 based on all years of service (including
years during which the executive was receiving a disability benefit). The SERP
also provides for a death benefit to the executive's designated beneficiary if
the executive dies before retiring. The death benefit is a lump-sum equal to the
present value of the benefit the executive could have received beginning at age
65, based on his or her years of service up to the date of death. Executives
covered by a pre-existing deferred compensation agreement are provided a minimum
benefit equal to the amount payable under the deferred compensation agreement
and the pension plan under the formula in effect on December 31, 1994.
Benefits under the SERP are subject to forfeiture if the executive's
employment is terminated for serious misconduct, if the executive later competes
with the Company or if the Company cannot collect under an insurance policy
purchased to fund plan benefits for certain reasons. For all individuals listed
in the Summary Compensation Table, if, within 2 or 3 years after a "change in
control" the executive resigns for "good reason" or is terminated by the Company
(other than for "cause" or due to death or "disability" as defined in the SERP),
the executive will be entitled to a lump sum payment equal to 125% of the
present value of the benefit payments for which the executive would have been
eligible if the executive had retired at age 55 (or at his or her actual age, if
greater than age 55), without the 2%/4% early retirement reduction factors, but
based on years of service at the actual date of termination. For purposes of the
SERP, "change in control" is defined as (i) the failure of the individuals who
were directors at the time the SERP was adopted and those whose election or
nomination to the Board of Directors was approved by a three-quarters vote of
the directors then still in office who were directors at the time the SERP was
adopted, or whose election or nomination was so approved, to constitute a
majority of the Board of Directors; (ii) the acquisition by certain persons or
groups of 20% or more of the Company's Common Stock or combined outstanding
voting power (excluding certain transactions); (iii) the approval by the
stockholders of a reorganization, merger or consolidation (excluding certain
permitted transactions); or (iv) the approval by the stockholders of a complete
liquidation or dissolution of the Company or the sale or disposition of all or
substantially all of the assets of the Company (excluding certain permitted
transactions).
The Company may terminate the SERP or stop further accrual of plan benefits
for a participating executive at any time, but termination will not affect
already accrued benefits.
16
<PAGE> 19
EMPLOYMENT AGREEMENTS AND TERMINATION OF EMPLOYMENT
AND CHANGE IN CONTROL ARRANGEMENTS
Mr. Bloom's Agreement. On April 27, 1993, the Company entered into an
amended and restated employment agreement (the "Employment Agreement") with Mr.
Bloom to employ him as President and Chief Executive Officer until April 30,
1997. The Employment Agreement term was automatically renewed until April 30,
2000. Under the Employment Agreement, Mr. Bloom is to receive a salary of not
less than $330,000 per year, a leased vehicle, the benefits of a term life
insurance policy in the amount of $500,000 and other benefits normally provided
by the Company to top-level executives. Because Mr. Bloom did not voluntarily
terminate his employment prior to May 8, 1994, the Company forgave the remainder
of the total outstanding principal balance ($105,465) of a loan plus accrued
interest ($2,896) made to Mr. Bloom to permit him to exercise an option to
purchase shares of Common Stock. Under the Employment Agreement, the Company was
required to provide to Mr. Bloom a three-year, interest-free loan in an amount
equal to the federal and state withholding taxes resulting from the forgiveness.
The Compensation Committee approved a bonus plan for Mr. Bloom in 1995 under
which one-third of the principal balance of this loan will be forgiven in 1997,
1998 and 1999 if the Company achieves its targeted performance goals under the
annual bonus plan in 1996, 1997 and 1998, respectively, and the Company will pay
Mr. Bloom an amount to satisfy Mr. Bloom's tax liability with respect to each
such forgiveness if the Company achieves the performance goals necessary to
permit payment of the maximum performance amount under the annual bonus plan in
1996, 1997 and 1998, respectively. The total principal balance outstanding under
this loan at March 2, 1998 was $34,330 (excluding the amount the Company is
required to forgive because the target performance goals were achieved in 1997
as reported in the Summary Compensation Table) and the largest aggregate amount
outstanding under this loan since December 28, 1996 was $68,661.
If Mr. Bloom is terminated other than for Cause (as defined in the
Employment Agreement), the Employment Agreement requires Wolverine to pay to Mr.
Bloom, in addition to normal salary and bonuses through the date of termination,
a lump-sum equal to 2 times Mr. Bloom's then current salary. In addition, Mr.
Bloom will be credited with 3 additional years of benefit service for purposes
of computing his benefits under the SERP. Mr. Bloom may elect to commence
payments of the retirement benefits upon attaining age 58. If Mr. Bloom is
terminated other than for Cause, then Mr. Bloom will be entitled to up to 12
months' benefits under all employee benefit programs. Payments described in this
paragraph are not subject to mitigation under the Employment Agreement.
In addition, if Mr. Bloom's employment is terminated by the Company other
than for Cause, Retirement or Disability, or by Mr. Bloom for Good Reason (all
as defined in the Employment Agreement), then Mr. Bloom will receive upon
termination, in addition to normal salary and bonuses earned through the date of
termination: (i) cash equal to the present value of his then current salary
(plus target bonus) which would have been payable through April 30, 2000; (ii) a
lump-sum in cash equal to 150% of the value of the difference between the market
price of Common Stock (or, if higher, the highest price paid in connection with
any change in control of the Company) and the exercise prices of options (other
than incentive stock options granted after May 8, 1992) then held by Mr. Bloom,
whether or not fully exercisable, and 100% of the difference between the market
price and exercise prices of any incentive stock options granted after May 8,
1992, that are or would be exercisable by Mr. Bloom before April 30, 2000; (iii)
reimbursement for relocation expenses and legal fees and indemnity against loss
in the sale of Mr. Bloom's principal residence; (iv) a cash payment at Mr.
Bloom's retirement age equal to the actuarial value of the retirement pension
and SERP to which Mr. Bloom would have been entitled (without regard to vesting
requirements) had he accrued 3 additional years of service with the Company,
plus the amount awarded to Mr. Bloom during the year most recently ended reduced
by the single sum actuarial equivalent of any amounts to which he is entitled
under the normal retirement plans and programs of the Company; and (v)
outplacement services paid for by the Company. Although the Company believes
that none of these payments would constitute "parachute payments" under Section
280G of the Code, the payments will be reduced and/or deferred to the extent
they constitute "parachute payments."
Except as described above, the Employment Agreement requires Mr. Bloom to
mitigate payments under the agreement in accordance with law. However, in
connection with his obligation to mitigate payments,
17
<PAGE> 20
Mr. Bloom need not actively seek employment, accept employment outside the West
Michigan area or accept employment which is not substantially equivalent in all
material respects to his position with the Company.
Severance Agreements. Pursuant to individual agreements with the Company,
Messrs. Bloom, Duffy, Gulis, Krueger and O'Donovan, and certain other key
management employees, will receive compensation in the event of termination of
their employment following a change in control of the Company, unless: (i) the
termination of the officer is due to death or retirement in accordance with
Company policy or as otherwise agreed; (ii) the termination is by the Company
for cause or disability; or (iii) the termination is by resignation of the
officer for other than Good Reason. Good Reason is defined in the agreements to
include, among other things, the assignment of duties inconsistent with the
officer's status as a senior executive officer of the Company or the duties
performed by the officer immediately before a change in control, a reduction in
the officer's annual base salary or relocation of the officer.
The compensation payable in the event of such a termination after a change
in control includes: (i) cash equal to 2 or 3 times the officer's annual salary,
including target bonus; (ii) cash equal to 100% of the difference between the
market price of Common Stock (or, if higher, the highest price paid in
connection with any change in control of the Company) and the exercise prices of
unexercised stock options granted to the officer (other than incentive stock
options granted after the date of the officer's agreement), and 100% of the
difference between the market price and exercise prices of incentive stock
options granted to the officer after the date of the agreement which are then
exercisable; (iii) relocation expenses, legal fees and indemnity against loss in
the sale of the officer's principal residence; (iv) up to 2 or 3 years' benefits
under all employee benefit programs; (v) a cash payment at the officer's
retirement age equal to the actuarial value of the retirement pension and SERP
to which the officer would have been entitled (without regard to vesting
requirements) had he or she accrued 3 additional years of service with the
Company, plus the amount awarded to the officer during the year most recently
ended reduced by the single sum actuarial equivalent of any amounts to which the
officer is entitled under the normal retirement plans and programs of the
Company; and (vi) outplacement services paid for by the Company. In all of the
severance agreements, the officer has no requirement to mitigate the payments by
seeking employment, but the compensation to be paid during the fourth and later
months after termination will be reduced to the extent of any compensation
earned by the officer during the applicable period.
A change in control is defined in the agreements to include the acquisition
of 20% or more of the Common Stock of the Company by any person or group of
persons acting together or a change in a majority of the Board of Directors of
the Company unless each new director was approved by a vote of at least three-
quarters of the directors then still in office who were directors as of the date
of the agreements, or whose election or nomination was so approved.
Stock Plan Provisions. The Company has granted certain stock options and
awarded shares of restricted stock that are subject to accelerated vesting upon
a change in control of the Company. The options include options issued under the
1988 Stock Option Plan (the "1988 Plan"), the 1993 Stock Incentive Plan (the
"1993 Plan"), the 1995 Stock Incentive Plan (the "1995 Plan") and the 1997 Stock
Incentive Plan (the "1997 Plan") and the shares of restricted stock include
shares awarded under the 1984 Executive Incentive Stock Purchase Plan (the "1984
Plan"), the 1993 Plan, the 1995 Plan and the 1997 Plan.
Under the stock option agreements entered into between the Company and
participants in the 1988 Plan, the 1993 Plan, the 1995 Plan and the 1997 Plan,
other than the agreements applicable to Reload Options, 25% of each option
generally becomes exercisable on the date of grant and the remainder becomes
exercisable at the rate of 25% on each of the next three anniversary dates
following the date of grant. However, the stock option agreements also provide
that all options granted under the 1988 Plan become immediately exercisable in
the event of a change in control of the Company.
The 1984 Plan, the 1993 Plan, the 1995 Plan and the 1997 Plan provide for
restricted stock awards. Except for shares awarded in connection with the
payment of bonuses under the Long-Term Plan, the restrictions on 25% of the
shares received pursuant to an award normally lapse on the third anniversary of
the date of the award, with an additional 25% of the restrictions lapsing on the
fourth anniversary and the remaining restrictions lapsing on the fifth
anniversary. With respect to shares awarded in connection with the
18
<PAGE> 21
Long-Term Plan, the restrictions on one-third of the shares received pursuant to
an award lapse on each anniversary of the date of the award. The restricted
stock agreements entered into with employees under these plans provide that all
restrictions on restricted stock will lapse upon certain terminations of
employment within a 5-year period after a change in control.
A change in control is defined in the agreements under the 1984 and 1988
Plans to include a change of control as set forth in the proxy rules issued
under the Exchange Act, the acquisition of 25% or more of the Common Stock of
the Company by any person or group of persons acting together or a change during
any 2-year period in a majority of the Board of Directors of the Company unless
each new director was approved by a vote of at least two-thirds of the directors
then still in office who were directors at the beginning of the period, or whose
election or nomination was so approved. The definition of change in control
under the 1993 Plan differs from the definition of that term in the agreements
under the 1984 and 1988 Plans in that a change in control is considered to have
occurred upon the acquisition of 20% or more (rather than 25%) of the Company's
Common Stock and the definition includes the sale, lease, exchange or other
transfer of substantially all of the Company's assets to, or the merger or
consolidation of the Company with, a corporation that is not controlled by the
Company. Under the 1995 and 1997 Plans, a change in control is defined as (i)
the failure of the individuals who were directors at the time such plan was
adopted and those whose election or nomination to the Board of Directors was
approved by a two-thirds vote of the directors then still in office who were
directors at the time such plan was adopted, or whose election or nomination was
so approved, to constitute a majority of the Board of Directors; (ii) the
acquisition by certain persons or groups of 20% or more of the Company's Common
Stock; (iii) the approval by the stockholders of a reorganization, merger or
consolidation (except with certain permitted entities); or (iv) the approval by
the stockholders of a complete liquidation or dissolution of the Company or the
sale or disposition of all or substantially all of the assets of the Company
(other than to certain permitted entities).
Other Plans and Agreements. Severance agreements with various executive
officers (described above) provide for cash payments in lieu of outstanding
options if a change in control of the Company and a subsequent triggering event
occurs. In addition, the SERP (described above) and the Outside Directors' Plan
(described above) provide for certain benefits and payments if a change in
control of the Company occurs.
Benefit Trust Agreement. In May 1987, the Company established a Benefit
Trust (the "Trust") to assure that payments to employees under the employment
agreements, severance agreements and the SERP described above and deferred
compensation agreements with certain employees (collectively, the "Agreements")
will not be improperly withheld after a change in control of the Company as
defined in the agreement establishing the Trust. Under the Trust, upon the
occurrence of a Potential Change in Control (as defined in the Trust agreement),
the Company will deliver to the trustee, to be held in trust, cash, marketable
securities or insurance corresponding to an amount determined by the Company to
have a fair market value, together with any existing amounts in the trust, equal
to the value of the benefits due to employees under the Agreements given certain
assumptions set forth in the Trust. Additional terms of the Trust provide for
the return of the property to the Company upon written request before a change
in control or automatically if no change in control has occurred within 6 months
after funding upon a Potential Change in Control. The Company has transferred to
the Trust insurance policies on the lives of certain key employees.
Indemnity Agreements. The Company has entered into indemnity agreements
with Messrs. Bloom, Duffy, Gulis, Krueger and O'Donovan and with each director
and officer of the Company. The indemnity agreements indemnify each director and
officer against all expenses incurred in connection with any action or
investigation involving the director or officer by reason of his or her position
with the Company (or with another entity at the Company's request). The
directors and officers will also be indemnified for costs, including judgments,
fines and penalties, indemnifiable under Delaware law or under the terms of any
current or future liability insurance policy maintained by the Company that
covers the directors and officers. A director or officer involved in a
derivative suit will be indemnified for expenses and amounts paid in settlement.
Indemnification is dependent in every instance on the director or officer
meeting the standards of conduct set forth in the indemnity agreements. If a
potential change in control occurs, the Company will fund a trust to satisfy its
anticipated indemnification obligations.
19
<PAGE> 22
COMPENSATION COMMITTEE REPORT
ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors (the "Committee")
develops and recommends to the Board of Directors the compensation policies of
the Company. The Committee also administers the Company's compensation plans and
recommends for approval by the Board of Directors the compensation to be paid to
the Chief Executive Officer and, with the advice of the Chief Executive Officer,
the other executive officers of the Company. The Committee consists of 4
directors, none of whom is a current or former employee of the Company or its
subsidiaries.
The Committee continues to engage an independent compensation consulting
firm to assist the Committee in formulating the Company's compensation policies,
provide advice to the Committee concerning specific compensation packages and
appropriate levels of executive compensation and provide advice about
competitive levels of compensation. The firm was also retained to provide
specific advice concerning the compensation arrangements for Mr. Bloom and the
compensation to be paid to the Board's Lead Director.
The basic compensation philosophy of the Committee and the Company is to
provide competitive salaries as well as competitive incentives to achieve
superior financial performance. The Company's executive compensation policies
are designed to achieve 4 primary objectives:
-- Attract and retain well-qualified executives who will lead the Company
and achieve and inspire superior performance;
-- Provide incentives for achievement of specific short-term individual,
business unit and corporate goals;
-- Provide incentives for achievement of longer-term financial goals; and
-- Align the interests of management with those of the stockholders to
encourage achievement of continuing increases in stockholder value.
Executive compensation at Wolverine consists primarily of the following
components: base salary and benefits; amounts paid (if any) under the annual
bonus plan; amounts paid (if any) under the Long-Term Plan; amounts paid, if
any, under individual-specific discretionary bonus plans designed to encourage
achievement of individual goals; and participation in the Company's stock option
and equity-based incentive plans. Each component of compensation is designed to
accomplish 1 or more of the 4 compensation objectives described above.
The participation of specific executive officers and other key employees in
the annual bonus plan, the Long-Term Plan and the stock option and equity-based
incentive plans of the Company is recommended by management and all
recommendations (including the level of participation) are reviewed, modified
(to the extent appropriate) and approved by the Committee. Senior executive
officers are normally eligible to receive a greater percentage of their
potential compensation in the form of awards under these incentive plans to
reflect the Committee's belief that the percentage of an executive's total
compensation that is "at risk" should increase as the executive's corporate
responsibilities and ability to influence profits increase.
Section 162(m) of the Code provides that publicly held companies may not
deduct compensation paid to certain executive officers in excess of $1 million
annually, with certain exceptions for qualified "performance-based"
compensation. The Company has obtained stockholder approval of the annual bonus
plan, the Long-Term Plan and the 1997 Plan in order to permit amounts payable
under the annual bonus plan and the Long-Term Plan and awards of stock options
granted under the 1997 Plan to qualify as "performance-based" compensation for
purposes of Section 162(m) of the Code. Because such incentives under these
plans are not included in the $1 million limit for purposes of calculating the
Company's deduction for compensation paid to its executive officers, the Company
believes its compensation policies reflect due consideration of Section 162(m).
20
<PAGE> 23
BASE SALARY
To attract and retain well-qualified executives, it is the Committee's
policy to establish base salaries at levels and provide benefit packages that
have been confirmed to be competitive. Base salaries of senior executives are
determined by the Committee by comparing each executive's position with similar
positions in companies of similar type, size and financial performance. The
Committee uses surveys provided by the independent compensation consulting firm
in making that comparison. Although some of the companies included in the peer
index used in the graph of cumulative total stockholder return are among the
companies included in the surveys, the surveys are not limited to those
companies since the Company competes for talent with a wide range of
corporations. In general, the Committee has targeted salaries to be at the
median to 75th percentile of base salaries paid for comparable positions by
companies included in the surveys provided by the independent compensation
consulting firm. Other factors considered by the Committee are the executive's
performance, the executive's current compensation and the Company's or the
applicable business unit's performance (determined by reference to pre-tax
levels of profit and levels of sales). Although the Committee does not give
specific weight to any particular factor, the most weight is given to the
executive's performance (in determining whether to adjust above or below the
current salary level), and a significant but lesser weight is generally given to
the comparative survey data. In general, base salaries for the Company's
executive officers during 1997 were equal to the median of salaries paid by
companies included in the surveys. The 1997 average base salary of senior
executives increased over the previous year's level as a result of a combination
of factors, including improved individual performance, improved or continued
excellent performance by the applicable business unit (and Company), promotions
and increased responsibilities.
ANNUAL BONUS PLAN
To provide incentives and rewards for achievement of short-term business
unit goals, the existing Executive Short-Term Incentive Plan (the "Annual Bonus
Plan") was designed to provide key employees with the opportunity for bonuses
based on the performance of the Company and/or the performance of its operating
divisions or profit-centers. The Annual Bonus Plan was approved by the
stockholders of the Company at the April 16, 1997, annual meeting of
stockholders. The Annual Bonus Plan continues the annual bonus policy that the
Company had used for many years. A target bonus goal (the "Target Bonus"),
expressed as a percentage of the participant's base salary, is established by
the Committee. The Committee then establishes "Incentive Bonus" levels,
expressed as a percentage of the Target Bonus, that are paid to the participant
at specified levels of performance by the Company, division or profit-center.
"Incentive Bonus" as used in the Annual Bonus Plan means an annual bonus awarded
and paid to a participant for services to the Company during a fiscal year that
is based upon achievement of pre-established financial objectives of the
Company. The Incentive Bonus levels may be expressed either as (i) a matrix of
percentages of the Target Bonus that would be paid at specified levels of
performance; or (ii) a mathematical formula that determines the percentage of
the Target Bonus that would be paid at varying levels of performance.
Performance is determined by reference to profit and sales of the Company and/or
its operating divisions or profit-centers. Payment of an Incentive Bonus to a
participant for a fiscal year under the Annual Bonus Plan is entirely contingent
upon achievement of the performance levels established by the Committee. All
determinations to be made by the Committee for a fiscal year are made by the
Committee during the first 90 days of each fiscal year. Both primary measures of
corporate performance, pre-tax levels of profit and levels of sales,
significantly exceeded the targeted levels for 1997. During fiscal 1997,
executive officers were generally targeted to receive from 20% to 60% of their
annual salaries in bonus compensation. In determining these percentages, the
Committee considered each executive's position, competitive incentives and the
executive's aggregate incentive compensation potential under all of the
Company's plans. The percentages are generally higher for more senior executives
to reflect their greater influence on profits and to put a larger percentage of
their total potential cash compensation "at risk." Because the 2 primary
measures of corporate performance under the plan significantly exceeded the
targeted levels for 1997, senior executives generally received bonuses at levels
that were at or near the upper end of the range established by the Committee.
21
<PAGE> 24
LONG-TERM PLAN
To provide incentives and rewards for longer-term planning and
decision-making and the achievement of longer-term corporate performance goals,
the Long-Term Plan provides the opportunity for additional compensation based
upon the achievement of Company financial performance goals, which are set well
above current budgets, over a 3-year period. The Long-Term Plan was approved by
the stockholders of the Company at the April 16, 1997, annual meeting of
stockholders. The Long-Term Plan continues the long-term incentive bonus policy
that the Company had used for many years. The primary purposes of the Long-Term
Plan and prior long-term bonus plans are to provide significant incentive and to
foster cooperation among all business units such that the long-term earnings
performance of the Company is substantially improved. The primary concept of the
Long-Term Plan is to establish financial performance goals for each 3-year time
period for the Company. New performance periods begin each fiscal year and end 3
full fiscal years later. Goals are established by the Committee during the first
90 days of each 3-year performance period.
Awards under the Long-Term Plan are based on a percentage of average annual
earned salary during the 3-year period. For each participant in each 3-year
period, the Committee specifies a target bonus goal established by the Committee
(the "Target Bonus"), expressed as a specified dollar amount or as a percentage
of the participant's average annual earned salary, and Incentive Bonus levels,
expressed as a percentage of the Target Bonus, that will be paid to the
participant at specified levels of performance. "Incentive Bonus" as used in the
Long-Term Plan means a bonus awarded and paid to a participant for services to
the Company during a 3-year period, which bonus is based upon achievement of
previously established financial objectives by the Company. The Incentive Bonus
levels may be expressed as either (i) a matrix of multiples of the Target Bonus
that will be paid at specified levels of performance; or (ii) a mathematical
formula that determines the percentage of the Target Bonus that will be paid at
varying levels of performance. Performance is determined by reference to the
earnings per share ("EPS") of the Company. If the minimum targeted EPS goal is
not achieved, no bonus will be paid. For purposes of the Long-Term Plan, the
definition of "earnings per share" means the Company's net after-tax earnings
per share of Common Stock after all expenses and taxes, except for any special
one-time charges. For the 1997-1999 performance period, key management employees
are targeted to receive long-term bonus compensation in amounts that range from
15% to 50% of their average annual earned salaries. In determining the
percentages, the Committee considered the factors discussed above in connection
with the Annual Bonus Plan and each executive's capacity to affect the long-term
performance of the Company. Because EPS significantly exceeded the targeted
levels for the 1995-1997 performance period under the prior long-term bonus
plans, senior executives generally received bonuses at levels that were at the
upper end of the range established by the Committee.
Under the Long-Term Plan (and under the prior long-term plans), amounts
payable are paid (i) in cash equal to 50% of the amount payable and (ii) in
shares of restricted stock under the Company's existing stockholder approved
plans that have a market value, on the date the cash payment is made, equal to
140% of the remaining 50% payable under the plan (i.e. 70% of the calculated
bonus amount). The restrictions lapse with respect to one-third of the shares on
each anniversary of the date of grant. Pursuant to the prior long-term plans,
the Company granted 39,225 shares of restricted stock to key management
employees with respect to amounts payable under the prior long-term plans for
the 3-year performance period ended January 3, 1998.
DISCRETIONARY BONUS PLANS
In addition to bonuses paid based on corporate performance pursuant to the
Annual Bonus Plan, the Company generally pays annual incentive bonuses to
employees based on individual performance goals. Bonuses based on individual
performance are paid on a discretionary basis, but only after the review and
approval of the Committee.
STOCK OPTIONS AND EQUITY-BASED INCENTIVE PLANS
Awards under the Company's stock option and equity-based incentive plans
are designed to encourage long-term investment in the Company by participating
executives, more closely align executive and stockholder interests and reward
executives and other key employees for building stockholder value. The
22
<PAGE> 25
Committee believes stock ownership by management has been demonstrated to be
beneficial to all stockholders and stock awards have been granted by the Company
to executives and other key employees pursuant to various equity-based plans for
several decades. The Committee administers all aspects of these plans and
reviews, modifies (to the extent appropriate) and takes final action on any such
awards.
Under the Company's plans that provide for awards of restricted stock, all
of which have been previously approved by the stockholders, the Committee may
grant to executives and other key employees shares of restricted stock or rights
to purchase stock at a price equal to the par value of the stock. These shares
are subject to certain restrictions that, except for shares awarded in
connection with the Long-Term Plan described above, generally lapse over a
period of 5 years from the date of grant.
Under the Company's stock option plans, all of which have been previously
approved by the stockholders, the Committee may grant to executives and other
key employees options to purchase shares of stock, as well as tax benefit
rights. The Company has never granted tax benefit rights under its existing
plans and has no such present intention. The Committee reviews, modifies (to the
extent appropriate) and takes final action on the amount, timing, price and
other terms of all options granted to employees of the Company. The Committee
grants both incentive stock options and nonqualified options within the meaning
of the Code. Almost all of the options granted have been incentive stock options
with an exercise price equal to the market price of Common Stock on the date of
the grant. Under the terms and conditions of the plans, the Committee may,
however, grant options with an exercise price above or below the market price on
the date of grant.
In determining the number of shares of restricted stock and/or the number
of options to be awarded to an executive, the Committee generally adheres to a
formula recommended by the independent compensation consulting firm which takes
into consideration the levels of responsibility and compensation practices of
similar companies. The Committee also considers the recommendations of
management (except for awards to the Chief Executive Officer), the individual
performance of the executive and the number of shares previously awarded to and
exercised by the executive. As a general practice, both the number of shares
granted and their proportion relative to the total number of shares granted
increase in some proportion to increases in each executive's responsibilities.
CHIEF EXECUTIVE OFFICER
The Chief Executive Officer's compensation is based upon the policies and
objectives discussed above. The Chief Executive Officer, however, has a higher
percentage of total compensation "at risk" because a larger percentage of
potential compensation is based upon the Annual Bonus Plan and the Long-Term
Plan described above.
Effective April 27, 1993, the Company executed an amended and restated
employment agreement (the "Employment Agreement") with Mr. Bloom which provides
for his continued service to the Company through April 30, 2000, as President
and Chief Executive Officer. The Employment Agreement is also described on pages
17 and 18 of this Proxy Statement under the heading "Employment Agreements and
Termination of Employment and Change in Control Arrangements."
Under the Employment Agreement, Mr. Bloom will receive an annual base
salary of at least $330,000 effective April 27, 1993, through April 30, 2000.
Mr. Bloom will be entitled to participate in the pension plan, the SERP, the
Annual Bonus Plan, the Long-Term Plan and any discretionary bonus plans and
receive fringe benefits similar to those provided to senior executives of the
Company through the term of the Employment Agreement and any renewal period.
Mr. Bloom's 1997 base salary was established consistent with the Employment
Agreement. In setting Mr. Bloom's base salary and total annual cash
compensation, the Committee was advised by the independent compensation
consulting firm and compared Mr. Bloom's cash compensation with that of chief
executive officers in a survey group of companies of similar general type and
size. Mr. Bloom's base salary is generally targeted by the Committee at or near
the median of salaries paid to chief executive officers by companies included in
the survey group. Mr. Bloom's base salary for 1997 increased 20.3% above his
1996 level, primarily due to the exceptional performance of the Company during
the past several years which the Committee
23
<PAGE> 26
believed was significantly due to his leadership. Following the 1997 increase,
Mr. Bloom's base salary was near the competitive median.
Mr. Bloom's annual incentive bonus under the Annual Bonus Plan is based
upon corporate performance goals (100% weighting). The target annual bonus award
for Mr. Bloom under the Annual Bonus Plan was 42% of earned salary. Mr. Bloom's
annual bonus was subject to achievement of minimum goals and his threshold bonus
at this level would have been 21% of earned salary. Mr. Bloom's annual bonus was
also capped at 84% of earned salary. Corporate performance goals in 1997 were
based on the Company's achievement of predetermined pre-tax levels of profit
(approximately 80% weighting) and sales (20% weighting), both of which were set
above the prior year's actual results. Pre-tax earnings from continuing
operations for the 1997 fiscal year increased by 24.7% over the 1996 fiscal
year. Sales also increased by 30.2% for the 1997 fiscal year over 1996 levels.
Since the Company's profit and sales performance substantially exceeded the
established maximums, the Committee approved a 1997 annual bonus for Mr. Bloom
which represented the maximum amount allowable under the Annual Bonus Plan.
Mr. Bloom was also paid a discretionary individual bonus for achievement of
specific individual goals. The Committee reviewed Mr. Bloom's performance
against his individual performance goals and determined that each had been
exceeded.
As required by the Employment Agreement, because Mr. Bloom did not
voluntarily terminate his employment prior to May 8, 1994, the Company forgave
the remainder of the total outstanding principal balance ($105,465) of a loan,
plus accrued interest ($2,896) made to Mr. Bloom to permit him to exercise an
option to purchase shares of Common Stock. In addition, under the Employment
Agreement, the Company was required to provide to Mr. Bloom a 3-year,
interest-free loan in an amount equal to the federal and state withholding taxes
resulting from such forgiveness. The Committee approved a bonus arrangement for
Mr. Bloom in 1995 under which one-third of the principal balance of this loan
will be forgiven in 1997, 1998 and 1999 if the Company achieves its targeted
performance goals under the Annual Bonus Plan in 1996, 1997 and 1998,
respectively, and the Company will pay Mr. Bloom an amount to satisfy Mr.
Bloom's tax liability with respect to each such forgiveness if the Company
achieves the performance goals necessary to permit payment of the maximum amount
under the Annual Bonus Plan in 1996, 1997 and 1998, respectively. The Company is
required to forgive one-third of this balance and pay Mr. Bloom an amount to
satisfy his tax liability for such forgiveness because the target performance
goals were achieved in 1997 and the performance permitted payment of the maximum
amount under the Annual Bonus Plan.
Mr. Bloom's Long-Term Plan bonus award is based upon financial performance
goals for the Company expressed in terms of targeted EPS that are well above
budget and prior year's results. The target bonus for Mr. Bloom was 50% of
average annual earned salary for the 1997-1999 plan period. The bonus payout for
Mr. Bloom can range from 0% - 200% of the target bonus. The Company paid
$430,278 to Mr. Bloom pursuant to the 1995-1997 Long-Term Plan since the Company
did achieve its financial performance goals for the bonus period. The dollar
value of this payment reflects cash paid to Mr. Bloom for 50% of the amount
payable under the plan and the market value of shares of restricted stock
granted in payment of the remaining amount payable under the plan. The
restrictions on the restricted stock lapse with respect to one-third of the
shares on each anniversary of the date of grant.
In 1997, Mr. Bloom was awarded 13,500 shares (as adjusted for the 3-for-2
stock split in 1997) of restricted stock (excluding shares awarded in connection
with the 1995-1997 Long-Term Plan discussed above) and options to purchase an
additional 45,000 shares (as adjusted for the 3-for-2 stock split in 1997) of
Common Stock (exclusive of any Reload Option grants). The amounts of these
awards were determined by the Committee considering the formula and the
competitive factors discussed above.
During 1997, Mr. Bloom's base salary was approximately at the median of
base salaries paid by companies included in the survey group to chief executive
officers. Had the Company only achieved targeted performance goals for 1997, Mr.
Bloom's salary combined with his targeted bonus would have been slightly below
the median of salary and bonus paid by companies included in the survey group.
Due to the Company's 1997 results, which significantly exceeded all goals, Mr.
Bloom's salary, bonus and total compensation
24
<PAGE> 27
exceeded the median for chief executive officers paid by companies included in
the previously described survey group.
All actions and recommendations of the Committee attributable to 1997
compensation were unanimous and all recommendations were approved and adopted by
the Board of Directors without modification.
Respectfully submitted,
Daniel T. Carroll, Chairman
David P. Mehney
Elizabeth A. Sanders
Paul D. Schrage
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
During 1997, the Company engaged J. Walter Thompson, an international
advertising firm, to perform public relations, marketing and advertising
services. The Company paid $522,272 in fees and expenses to J. Walter Thompson.
Ms. Joan Parker, a director of the Company, is a Senior Partner with J. Walter
Thompson. The Company anticipates continuing its relationship with J. Walter
Thompson during the current year.
In 1989, Wolverine entered into a license agreement with Grimoldi, S.A., an
Argentinean corporation of which Mr. Alberto Grimoldi, a director of Wolverine,
is a large shareholder, to renew a licensing relationship that had existed for
approximately 10 years. The license agreement grants to Grimoldi, S.A. the right
to manufacture and the exclusive rights to distribute and sell Hush Puppies(R)
brand footwear products in Argentina under Wolverine's standard terms and
conditions for all international licensees. In 1994, Wolverine and Grimoldi,
S.A. executed a similar license agreement that grants similar rights with
respect to Brazil. Under these licenses, Grimoldi, S.A. pays Wolverine royalties
and certain sublicense fees based on Grimoldi, S.A.'s sales of Hush Puppies(R)
brand footwear products in Argentina and Brazil. The royalties and sublicense
fees due to Wolverine on Grimoldi, S.A.'s 1997 sales of Hush Puppies(R) brand
footwear products totaled $933,763 and have been invoiced or paid in accordance
with Wolverine's customary terms and practices.
In August 1994, Wolverine and Grimoldi, S.A. entered into a license
agreement that grants to Grimoldi, S.A. similar rights with respect to
Wolverine(R) and Wolverine Wilderness(R) brand footwear products in Argentina.
Under this footwear license, Grimoldi, S.A. pays Wolverine royalties based on
the factory cost of products purchased from Wolverine or a third party
manufacturer, or Grimoldi, S.A.'s sales in the case of footwear products
manufactured by Grimoldi, S.A. Under this Agreement, Grimoldi, S.A. paid
royalties in 1997 to Wolverine totaling $37,103. Also in August 1994, Wolverine
entered into a distribution agreement with Grimoldi, S.A. appointing Grimoldi,
S.A. to serve as Wolverine's exclusive distributor for Caterpillar(R) brand
footwear products in Argentina. Under the distribution agreement, Grimoldi, S.A.
pays Wolverine a service fee based on the cost of each pair of Caterpillar(R)
brand footwear products purchased by Grimoldi, S.A. Under this agreement,
Grimoldi, S.A. paid Wolverine service fees in 1997 totaling $522,664. These
agreements were made under standard terms and conditions applicable to all
international licensees and distributors, respectively, and all payments due
under these agreements were invoiced or paid in accordance with Wolverine's
customary terms and practices.
In the ordinary course of their business, Wolverine and its subsidiaries
sell footwear for resale, samples, components of footwear products (such as
leather and shoe soles), advertising materials and miscellaneous items to
licensees, distributors and customers. In 1997, purchases of such items by
Grimoldi, S.A. totaled $701,808 (including any applicable sublicense fees for
products containing licensed proprietary technology). All of these purchases
were made pursuant to Wolverine's customary trade terms and were invoiced or
paid in accordance with Wolverine's customary payment terms and schedules
applicable to all licensees, distributors and customers.
25
<PAGE> 28
All of the transactions described above occurred pursuant to continuing
contractual arrangements between Wolverine and Grimoldi, S.A. Wolverine expects
similar transactions to occur between Grimoldi, S.A. and Wolverine and its
subsidiaries during 1998.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires Wolverine's directors and
officers, and persons who beneficially own more than 10% of the outstanding
shares of Common Stock, to file reports of ownership and changes in ownership of
shares of Common Stock with the Securities and Exchange Commission. Directors,
officers and greater than 10% beneficial owners are required by Securities and
Exchange Commission regulations to furnish the Company with copies of all
Section 16(a) reports they file. Based on its review of the copies of such
reports received by it, or written representations from certain reporting
persons that no reports on Form 5 were required for those persons for the 1997
fiscal year, Wolverine believes that its directors and officers complied with
all applicable filing requirements during the Company's last fiscal year.
SELECTION OF AUDITORS
Subject to the approval of stockholders, the Board of Directors has
reappointed the firm of Ernst & Young LLP as independent auditors of the Company
for the current fiscal year.
Ernst & Young LLP, certified public accountants, has audited the financial
statements of the Company and its subsidiaries for the fiscal year ended January
3, 1998. Representatives of Ernst & Young LLP are expected to be present at the
annual meeting, will have an opportunity to make a statement if they desire to
do so and are expected to be available to respond to appropriate questions from
stockholders.
YOUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR
RATIFICATION OF THE REAPPOINTMENT OF ERNST & YOUNG LLP
STOCKHOLDER PROPOSALS
Stockholder proposals intended to be presented at the 1999 annual meeting
of stockholders must be received by the Company not later than November 27,
1998, to be considered for inclusion in the proxy statement and form of proxy
relating to that meeting. Stockholder proposals should be made in accordance
with Securities and Exchange Commission Rule 14a-8 and should be addressed to
the attention of the Secretary of the Company, 9341 Courtland Drive, N.E.,
Rockford, Michigan 49351.
SOLICITATION OF PROXIES
Solicitation of proxies will be made initially by mail. In addition,
directors, officers and employees of the Company and its subsidiaries may
solicit proxies by telephone or facsimile or personally without additional
compensation. Proxies may be solicited by nominees and other fiduciaries who may
mail materials to or otherwise communicate with the beneficial owners of shares
held by them. The Company will bear all costs of solicitation of proxies,
including the charges and expenses of brokerage firms, banks, trustees or other
nominees for forwarding proxy materials to beneficial owners. Wolverine has
engaged Corporate Investor Communications, Inc. at an estimated cost of $4,000,
plus expenses and disbursements, to assist in solicitation of proxies.
By Order of the Board of Directors
/s/ Blake W. Krueger
Blake W. Krueger, Executive Vice
President, General Counsel and
Secretary
March 27, 1998
26
<PAGE> 29
WOLVERINE LOGO
WOLVERINE WORLD WIDE, INC.
9341 COURTLAND DRIVE, N.E.
ROCKFORD, MICHIGAN 49351
<PAGE> 30
PROXY PROXY
WOLVERINE WORLD WIDE, INC.
9341 COURTLAND DRIVE, N.E.
ROCKFORD, MICHIGAN 49351
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned stockholder hereby appoints Geoffrey B. Bloom, Daniel T.
Carroll and Phillip D. Matthews, and each of them, each with full power of
substitution, proxies to represent the stockholder listed on the reverse side
of this Proxy and to vote all shares of Common Stock of Wolverine World Wide,
Inc. that the stockholder would be entitled to vote on all matters which come
before the Annual Meeting of Stockholders to be held at the Company's World
Headquarters located at 9341 Courtland Drive, N.E., Rockford, Michigan, on
Monday, April 27, 1998, at 10 a.m. local time, and any adjournment of that
meeting.
IF THIS PROXY IS PROPERLY EXECUTED AND RETURNED, THE SHARES REPRESENTED BY
THIS PROXY WILL BE VOTED AS SPECIFIED. IF NO SPECIFICATION IS MADE, THE SHARES
REPRESENTED BY THIS PROXY WILL BE VOTED FOR THE ELECTION OF ALL NOMINEES NAMED
ON THIS PROXY AS DIRECTORS AND FOR APPROVAL OF EACH PROPOSAL IDENTIFIED ON THIS
PROXY. THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED IN THE DISCRETION OF
THE PROXIES ON ANY OTHER MATTERS THAT MAY COME BEFORE THE MEETING.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED
ENVELOPE.
(Continued and to be signed on reverse side)
FOLD AND DETACH HERE
<PAGE> 31
WOLVERINE WORLD WIDE, INC.
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY. / /
[ ]
YOUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" ALL PROPOSALS.
For Withheld For All
Except
1. ELECTION OF DIRECTORS - Nominees: Geoffrey B. / / / / / /
Bloom, David T. Kollat, David P. Mehney,
Timothy J. O'Donovan
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE
FOR ANY INDIVIDUAL NOMINEE, STRIKE THROUGH THAT
NOMINEE'S NAME IN THE LIST ABOVE.)
Your Board of Directors Recommends that You Vote
FOR ALL NOMINEES
For Against Abstain
2. Proposal to ratify the appointment of Ernst & / / / / / /
Young LLP as independent auditors for the
current fiscal year.
Your Board of Directors Recommends that You Vote
FOR this Proposal
Dated: ________________________, 1998
__________________________________________
__________________________________________
Signature of Stockholder(s)
IMPORTANT - Please sign exactly as your
name(s) appears on this Proxy. When
signing on behalf of a corporation,
partnership, estate or trust, indicate
title or capacity of person signing it. IF
SHARES ARE HELD JOINTLY, EACH HOLDER SHOULD
SIGN.
FOLD AND DETACH HERE
