<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.
BRIGGS & STRATTON CORPORATION
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(Name of Registrant as Specified in Its Charter)
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(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:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
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[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE> 2
BRIGGS & STRATTON CORPORATION
[BRIGGS & STRATTON LOGO]
12301 WEST WIRTH STREET
WAUWATOSA, WISCONSIN 53222
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
NOTICE is hereby given that the Annual Meeting of Shareholders of BRIGGS &
STRATTON CORPORATION, a Wisconsin corporation (hereinafter called the
Corporation), will be held at the Opryland Hotel Convention Center, 2800
Opryland Drive, Nashville, Tennessee 37214-1297, on Wednesday, October 18, 2000,
at 9:00 a.m. Central Daylight Time, for the following purposes:
(a) To elect three directors to serve for three-year terms expiring in
2003; and
(b) To take action with respect to any other matters that may be brought
before the meeting and that might be considered by the shareholders of
a Wisconsin corporation at their annual meeting.
By order of the Board of Directors
Wauwatosa, Wisconsin
September 7, 2000
KASANDRA K. PRESTON, Secretary
YOUR VOTE IS IMPORTANT TO INSURE THAT A MAJORITY OF THE STOCK IS
REPRESENTED. YOU MAY VOTE USING THE INTERNET, BY TELEPHONE, OR BY RETURNING THE
ENCLOSED PROXY CARD IN THE ENVELOPE PROVIDED. INSTRUCTIONS FOR VOTING VIA THE
INTERNET OR BY TELEPHONE ARE INCLUDED ON YOUR PROXY CARD. INTERNET AND TELEPHONE
VOTING ARE BEING OFFERED AS A CONVENIENCE TO YOU AND AS A STEP TOWARD REDUCING
COSTS.
The Opryland Hotel Convention Center is located in Nashville, Tennessee, 7
miles northwest of Nashville International Airport and 9 miles northeast of
downtown Nashville, Exit 11 off Briley Parkway, between I-40 and I-65.
<PAGE> 3
PROXY STATEMENT
* * * * *
GENERAL INFORMATION
This Proxy Statement is furnished in connection with the solicitation by
the Board of Directors of Briggs & Stratton Corporation of proxies, in the
accompanying form, to be used at the Annual Meeting of Shareholders of the
Corporation to be held on October 18, 2000 and any adjournments thereof. Only
shareholders of record at the close of business on August 24, 2000 will be
entitled to notice of and to vote at the meeting. The cost of solicitation of
proxies will be borne by the Corporation. Solicitation will be made primarily by
use of the mails; however, some solicitation may be made by regular employees of
the Corporation, without additional compensation therefor, by telephone, by
facsimile, or in person. In addition, the Corporation has retained Innisfree M&A
Incorporated to assist in its proxy solicitation efforts, at a fee to the
Corporation anticipated not to exceed $9,000 plus reasonable out-of-pocket
expenses. On the record date, the Corporation had outstanding 21,592,570 shares
of $.01 par value common stock entitled to one vote per share.
You may vote in person or by properly appointed proxy. Electronic proxy
voting by shareholders of record is now valid under Wisconsin law. As a
convenience to you and as a step toward reducing costs, we are providing you
with the option to vote by proxy via the Internet or via toll-free touch-tone
telephone. You may still, however, cast your vote by returning your signed and
dated proxy card.
Specific instructions to vote electronically are listed on your proxy card
or the information forwarded by your bank or broker. These procedures are
designed to authenticate your identity as a shareholder and to allow you to
confirm that your instructions have been properly recorded. Please be aware that
if you vote over the Internet, you may incur costs such as telephone and
Internet access charges for which you will be responsible. The Internet and
telephone voting facilities will close at 5:00 p.m. Eastern Daylight Time on
October 17, 2000.
You may revoke your proxy by voting in person at the meeting, by written
notice to the Corporate Secretary, or by executing and delivering a later-dated
proxy via the Internet, via telephone or by mail, in each case prior to the
closing of the polls. Attendance at the meeting will not in itself constitute
revocation of a proxy. All shares entitled to vote and represented by properly
completed proxies timely received and not revoked will be voted as you direct.
If no direction is given, the proxies will be voted as the Board of Directors
recommends.
A majority of the votes entitled to be cast with respect to each matter
submitted to the shareholders, represented either in person or by proxy, shall
constitute a quorum with respect to such matter. If a quorum exists, the
affirmative vote of a majority of the votes represented at the meeting will be
required for the election of directors. A vote withheld from the election of
directors shall count toward the quorum requirement and shall have the effect of
a vote against the director nominee or nominees. The Inspectors of Election
appointed by the Board of Directors shall count the votes and ballots.
The Corporation's principal executive offices are located at 12301 West
Wirth Street, Wauwatosa, Wisconsin 53222. It is expected that this Proxy
Statement and the form of proxy will be mailed to shareholders on or about
September 7, 2000.
ELECTION OF DIRECTORS
The Board of Directors of Briggs & Stratton is divided into three classes,
with the term of office of each class ending in successive years. Three
directors are to be elected to serve for a term of three years each expiring in
2003 and six directors will continue to serve for the terms designated in the
following schedule. All directors are elected subject to the Bylaw restriction
that no director shall serve beyond the Annual Meeting of Shareholders following
attainment of age 70.
Mr. Clarence B. Rogers, Jr., Class of 2001, who has served as a director
since 1991, will not serve beyond the October 18, 2000 Annual Meeting of
Shareholders, pursuant to this retirement policy. In accordance with the
Corporation's Articles of Incorporation, the Board of Directors has elected
David L. Burner, Chairman,
1
<PAGE> 4
President and Chief Executive Officer of The BFGoodrich Company, as a director
to fill the vacancy that will be created by the retirement of Mr. Rogers,
effective October 18, 2000. Management appreciates and gratefully acknowledges
the service of Mr. Rogers during a period of strategic restructuring and
operational growth.
It is intended that proxies received in response to this solicitation will
be voted for the election of the nominees named below or, in the event of a
contingency not presently foreseen, for the election of other persons who may be
nominated as substitutes.
Each nonemployee director of the Corporation receives an annual retainer
fee of $20,000 and an annual award of 100 shares of Briggs & Stratton
Corporation common stock, a fee of $1,500 for each Board meeting attended and
$1,000 for each Committee meeting attended in conjunction with a Board meeting,
a fee of $1,500 for each Committee meeting not held in conjunction with a Board
meeting, and a fee of $250 for participating in any written consent resolution.
Under the Deferred Compensation Plan for Directors, nonemployee directors may
elect to defer receipt of all or a portion of their directors' fees until any
date but no later than the year in which the director attains the age of 71
years. Participants may elect to have cash deferred amounts either: (a) credited
with interest quarterly at 80% of the prevailing prime rate or (b) converted
into common share units, based on the deferral date closing price of the
Corporation's common stock. Shares of Briggs & Stratton Corporation common stock
deferred shall be credited to a common stock account. Any balance in either the
common stock account or the common share unit account will be credited with an
amount equivalent to any dividend paid on the Corporation's common stock, which
shall be converted into additional common share units. The balance in the common
stock account shall be distributed in shares of Briggs & Stratton Corporation
common stock. Common share units may be distributed in cash or stock at the
election of the directors. All other distributions shall be paid in cash.
Nonemployee directors are also provided with $150,000 of coverage under the
Corporation's Business Travel Accident Plan while on corporate business.
Nonemployee directors participate in a Director's Leveraged Stock Option
Plan. In general, the Plan is structured such that each nonemployee director may
receive a grant of nonqualified stock options ("LSOs"), the number of such LSOs
to be determined by reference to the Company Performance Factor achieved under
the Economic Value Added Incentive Compensation Plan ("EVA(R) Plan"). When
Company performance reaches target under the EVA Plan, each nonemployee director
will be awarded 2,000 options. Company performance exceeding target will result
in additional shares granted on a sliding scale. Performance less than target
may result in no option grants. The LSOs are premium priced with the exercise
price equal to the exercise price for LSOs granted under the LSO Program for
Senior Executives of the Corporation. These LSOs become exercisable after they
have been held for three years, and for options granted prior to fiscal 2000,
expire at the end of five years, and for grants thereafter expire at the end of
seven years. The Director's LSO Plan is structured so that a fair return must be
provided to the Corporation's shareholders before the options become valuable.
In August 2000, each nonemployee director received a grant of 3,000 LSOs, based
on the Company Performance Factor for fiscal 2000.
EVA(R) is a registered trademark of Stern Stewart & Co.
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<PAGE> 5
<TABLE>
<CAPTION>
YEAR FIRST
BECAME A
NAME, AGE, PRINCIPAL OCCUPATION FOR PAST FIVE YEARS AND DIRECTORSHIPS DIRECTOR
-----------------------------------------------------------------------------------
NOMINEES FOR ELECTION AT THE ANNUAL MEETING (CLASS OF 2003):
------------------------------------------------------------
<S> <C> <C>
[PHOTO] ROBERT J. O'TOOLE, 59 (1) (2) 1997
Chairman of the Board, President and Chief Executive Officer,
A.O. Smith Corporation, a diversified manufacturer whose major
products include electric motors and water heaters. Director of
Factory Mutual Insurance Co. and A.O. Smith Corporation.
[PHOTO] JOHN S. SHIELY, 48 (4) 1994
President and Chief Operating Officer of the Corporation. Director
of Consolidated Papers, Inc., M&I Marshall & Ilsley Bank,
Marshall & Ilsley Corporation and Quad/Graphics, Inc.
[PHOTO] CHARLES I. STORY, 46 (1) (3) 1994
President and Chief Executive Officer, INROADS, Inc., an
international non-profit training and development organization
which prepares talented minorities for careers in business and
engineering. Director of INROADS, Inc. and ChoicePoint Inc.
Advisory Director of AmSouth Bank.
INCUMBENT DIRECTORS (CLASS OF 2002):
------------------------------------
[PHOTO] MICHAEL E. BATTEN, 60 (1) (2) (4) 1984
Chairman and Chief Executive Officer of Twin Disc,
Incorporated, manufacturer of power transmission equipment.
Director of Simpson Industries, Inc., Twin Disc, Incorporated,
Universal Foods Corporation and Walker Forge, Inc.
[PHOTO] JAY H. BAKER, 66 (1) 1999
Retired. President of Kohl's Corporation, an operator of family
oriented, specialty department stores, until 1999. Director of
Kohl's Corporation.
[PHOTO] PETER A. GEORGESCU, 61 (1) (3) 1986
Chairman Emeritus of Young & Rubicam Inc., an international
communications firm. Chairman and Chief Executive Officer of
Young & Rubicam Inc. until 1999. Director of International
Flavors & Fragrances Inc. and Levi Strauss & Co.
</TABLE>
FOOTNOTES (1), (2), (3) AND (4) ARE ON PAGE 4.
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<PAGE> 6
<TABLE>
<CAPTION>
YEAR FIRST
BECAME A
NAME, AGE, PRINCIPAL OCCUPATION FOR PAST FIVE YEARS AND DIRECTORSHIPS DIRECTOR
-----------------------------------------------------------------------------------
INCUMBENT DIRECTORS (CLASS OF 2001):
------------------------------------
<S> <C> <C>
[PHOTO] EUNICE M. FILTER, 59 (1) (3) 1997
Vice President, Treasurer and Secretary of Xerox Corporation, a
manufacturer of office equipment. President and Chief Executive
Officer of Xerox Credit Corporation. Director of Baker Hughes,
Inc., Xerox Credit Corporation, Xerox Canada, Inc. and
LaBranche & Co., Inc.
[PHOTO] DAVID L. BURNER, 61 October
Chairman, President and Chief Executive Officer of The 2000
BFGoodrich Company, an industrial products and aircraft
systems and services company. Chairman and Chief Executive
Officer since 1997 and President since 1996. Previously
President and Chief Operating Officer of BFGoodrich
Aerospace. Director of Brush Engineered Materials, Inc., CP&L
Energy, Inc., Milacron, Inc. and The BFGoodrich Company.
[PHOTO] FREDERICK P. STRATTON, JR., 61 (3) (4) 1976
Chairman and Chief Executive Officer of the Corporation.
Director of Bank One Corporation, Midwest Express Holdings,
Inc., Weyco Group Inc., Wisconsin Electric Power Company,
Wisconsin Energy Corporation and Wisconsin Gas Company.
</TABLE>
(1) Member of Audit Committee, of which Mr. Batten is Chairman. The Audit
Committee's primary duties and responsibilities are to: (a) monitor the
integrity of the financial statements of the Corporation; (b) monitor the
compliance by the Corporation with legal and regulatory requirements; and
(c) oversee the independence and performance of the Corporation's internal
and external auditors. The Audit Committee, composed of outside directors,
makes recommendations to the Board of Directors regarding the engagement of
independent public accountants to audit the books and accounts of the
Corporation and reviews with such accountants the audited financial
statements and their report thereon. The Audit Committee also reviews and
approves all non-audit services performed by the independent public
accountants, reviews such accountants' recommendations on accounting
policies and internal controls, reviews internal accounting and auditing
procedures, and monitors internal programs to insure compliance with the
law and to avoid conflicts of interest. The Audit Committee held three
meetings during fiscal 2000.
(2) Member of Nominating, Compensation and Governance Committee, a committee
composed of outside directors, of which Mr. Rogers is Chairman. The
Nominating, Compensation and Governance Committee: (a) proposes to the
Board of Directors a slate of nominees for election by the shareholders at
the Annual Meeting of Shareholders and prospective director candidates in
the event of the resignation, death or retirement of directors or change in
Board composition requirements; (b) reviews candidates recommended by
shareholders for election to the Board of Directors; (c) develops plans
regarding the size and composition of both the Board of Directors and
Committees; (d) considers executive compensation, benefits and succession
planning issues and makes appropriate recommendations to the Board of
Directors; (e) administers The Briggs & Stratton Corporation Stock
Incentive Plan and the Economic Value Added Incentive Compensation Plan;
and (f) prepares on an annual basis a report on executive compensation. The
Nominating, Compensation and Governance Committee held four meetings during
fiscal 2000.
4
<PAGE> 7
The Committee will consider candidates for the Board of Directors
recommended by a shareholder who submits such recommendation in writing to
the Secretary of the Corporation at its principal office in Wauwatosa,
Wisconsin, stating the shareholder's name and address, the name and address
of the candidate, and the qualifications of and other detailed background
information regarding the candidate. All letters suggesting candidates must
be received by the Secretary of the Corporation on or before May 1 of the
year of the Annual Meeting of Shareholders in which the candidate's
nomination would be acted upon.
Any direct nominations by shareholders for the Board of Directors must be
made in accordance with the information and timely notice requirements of
the Corporation's Bylaws, a copy of which may be obtained from the
Secretary of the Corporation. Among other things, such nominations must be
in writing and, for consideration at the 2001 Annual Meeting, received by
the Secretary no later than July 20, 2001.
(3) Member of Planning Committee, of which Mr. Stratton is Chairman. This
Committee reviews with management the product and marketing plans for the
Corporation. The Planning Committee held three meetings during fiscal 2000.
(4) Member of Executive Committee. The Executive Committee is authorized to
exercise the authority of the Board of Directors in the management of the
business and the affairs of the Corporation between meetings of the Board,
except as provided in the Bylaws. The Executive Committee held one meeting
during fiscal 2000.
The Board of Directors held four meetings in fiscal 2000.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table presents the names of persons known to the Corporation
to be the beneficial owners of more than 5% of the outstanding shares of its
common stock.
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------
NAME AND ADDRESS OF AMOUNT AND NATURE OF PERCENT OF CLASS
BENEFICIAL OWNER BENEFICIAL OWNERSHIP
--------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Pioneering Management Corp. 1,638,700 (a) 7.6%
60 State Street
Boston, Massachusetts 02109
Sanford C. Bernstein & Co., Inc. 1,183,129 (b) 5.5%
767 15th Avenue
New York, New York 10153
--------------------------------------------------------------------------------------------------------------------
</TABLE>
(a) Pioneering Management Corp. reports that as of August 24, 2000 it had
sole voting power and sole dispositive power with respect to all 1,638,700
shares.
(b) Sanford C. Bernstein reports that as of August 28, 2000 it had sole
voting power with respect to 859,304 shares, shared voting power with respect to
15,875 shares and no voting power with respect to 307,950 shares.
The above beneficial ownership information is based on information
furnished by the specified persons and is determined in accordance with Rule
13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), as required for purposes of this Proxy Statement. It is not necessarily
to be construed as an admission of beneficial ownership for other purposes.
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<PAGE> 8
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth information regarding the beneficial
ownership of shares of common stock of the Corporation by each director, nominee
and named executive officer, and by all directors and executive officers as a
group, as of the record date.
<TABLE>
<CAPTION>
NATURE OF BENEFICIAL OWNERSHIP
--------------------------------------------
TOTAL NO. SOLE SHARED SOLE
OF SHARES PERCENT VOTING AND VOTING AND VOTING
BENEFICIALLY OF INVESTMENT INVESTMENT POWER
DIRECTORS AND EXECUTIVE OFFICERS OWNED CLASS POWER POWER ONLY
-------------------------------- ------------ ------- ---------- ---------- ------
<S> <C> <C> <C> <C> <C>
Jay H. Baker 1,100 * 100 1,000 0
Michael E. Batten 1,000 * 1,000 0 0
James E. Brenn 251,088 (a)(b) 1.2 14,449 233,453 3,186
David L. Burner 0 * 0 0 0
Eunice M. Filter 1,310 (c) * 1,310 0 0
Richard J. Fotsch 32,771 (a) * 14,060 15,400 3,311
Peter A. Georgescu 2,831 (c) * 431 2,400 0
Michael D. Hamilton 51,751 (a) * 47,869 0 3,882
Robert J. O'Toole 1,100 * 1,100 0 0
Clarence B. Rogers, Jr. 5,800 (c) * 5,800 0 0
John S. Shiely 376,585 (a)(d) 1.7 81,778 292,000 2,807
Charles I. Story 1,100 * 700 400 0
Frederick P. Stratton, Jr. 815,338 (a)(b)(c)(d) 3.8 146,472 662,152 6,714
All directors and executive officers
as a group (22 persons including
the above named) 1,169,199 (a)(b)(c)(d) 5.3 435,628 697,533 36,038
</TABLE>
*Less than 1%.
(a) Includes shares issuable pursuant to stock options exercisable within 60
days for Messrs. Brenn, Fotsch, Hamilton, Shiely, Stratton, and all
directors and executive officers as a group of: 12,449; 14,060; 26,260;
49,778; 88,810 and 288,617; respectively.
(b) Includes 224,200 shares in the Briggs & Stratton Retirement Plan as to
which Mr. Stratton and Mr. Brenn share beneficial ownership through joint
voting and investment power.
(c) Includes phantom stock units acquired through deferral of director fees
under the Deferred Compensation Plan for Directors as follows: Mr. Rogers -
3,700; Mr. Georgescu - 431; and Ms. Filter - 2 and 17,662 phantom stock
units acquired by Mr. Stratton through compensation deferrals under the
fiscal 1995, 1999 and 2000 Deferred Compensation Agreements.
(d) Includes 292,000 shares in the Briggs & Stratton Corporation Foundation as
to which Mr. Stratton and Mr. Shiely share beneficial ownership through
joint voting and investment power.
The above beneficial ownership information is based on information
furnished by the specified persons and is determined in accordance with Rule
13d-3 under the Exchange Act, as required for purposes of this Proxy Statement.
It is not necessarily to be construed as an admission of beneficial ownership
for other purposes.
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<PAGE> 9
PERFORMANCE GRAPH
The chart below shows a comparison of the cumulative return over the last
five fiscal years had $100 been invested at the close of business on June 30,
1995 in each of Briggs & Stratton common stock, the Standard & Poor's (S&P) 500
Index and the S&P Machinery Index.
FIVE YEAR CUMULATIVE TOTAL RETURN COMPARISON*
BRIGGS & STRATTON VERSUS PUBLISHED INDICES
[LINE GRAPH]
<TABLE>
<CAPTION>
6/95 6/96 6/97 6/98 6/99 6/00
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
- Briggs & Stratton Corporation................... 100 122 152 117 184 112
- S&P 500......................................... 100 126 170 221 271 291
x S&P Machinery (diversified)..................... 100 115 166 166 170 134
</TABLE>
* Total return calculation is based on compounded monthly returns with
reinvested dividends.
NOMINATING, COMPENSATION AND GOVERNANCE COMMITTEE
REPORT ON EXECUTIVE COMPENSATION
The Corporation's Nominating, Compensation and Governance Committee (the
"Committee"), which is comprised of three outside directors of the Corporation,
is responsible for considering and approving compensation arrangements for
senior management of the Corporation, including the Corporation's executive
officers and the chief executive officer. The objectives of the Committee in
establishing compensation arrangements for senior management continue to be as
follows: (i) to attract and retain key executives who are important to the
continued success of the Corporation and its operational units; and (ii) to
provide strong financial incentives, at reasonable cost to the shareholders, for
senior management to enhance the value of the shareholders' investment.
The primary components of the Corporation's executive compensation program
are (i) base salary, (ii) incentive compensation bonuses and (iii) incentive
stock options.
The Committee believes that:
- The Corporation's incentive plans provide very strong incentives for
management to increase shareholder value;
- The Corporation's pay levels are appropriately targeted to attract and
retain key executives; and
- The Corporation's total compensation program
is a cost-effective strategy to increase shareholder value.
BASE SALARIES
The Committee reviews officers' base salaries annually. Salaries are based
on level of responsibility and individual performance. It is the Committee's
objective that base salary levels, in the aggregate, be at or
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<PAGE> 10
modestly above competitive salary levels. The Committee defines a competitive
salary level as the average for similar responsibilities in similar companies.
In setting fiscal 2000 base salaries, the Committee reviewed compensation survey
data provided by its outside consultant, Hewitt Associates, for a Comparator
Group of companies (which is not the same group of companies included in the S&P
Machinery Index), in the general sales dollar size range and broad industry
sector as the Corporation. The Committee was satisfied that the salary levels
set would achieve the Committee's objective. As a result of this process, Mr.
Stratton received an increase in base salary of 4.2% in fiscal 2000.
INCENTIVE BONUSES
The Corporation maintains an Economic Value Added ("EVA") Incentive
Compensation Plan (the "Plan", or "EVA Plan"), the purpose of which is to
provide incentive compensation to certain key employees, including all executive
officers, in a form which relates the financial reward to an increase in the
value of the Corporation to its shareholders. In general, EVA is the excess of
net operating profit after taxes, less a capital charge. The capital charge is
intended to represent the return expected by the providers of the firm's
capital, and is the weighted average cost of (i) equity capital based on a
30-year Treasury Bond yield plus the product of the average equity risk premium
and the business risk index for the Corporation, and (ii) debt capital equal to
actual after-tax debt cost. EVA improvement is the financial performance measure
most closely correlated with increases in shareholder value.
Under the EVA Plan, the Accrued Bonus for a participant for any fiscal year
is equal to the aggregate of 50% of the Company Performance calculation (Base
Salary X Target Incentive Award X Company Performance Factor) plus 50% of the
Individual Performance calculation (Base Salary X Target Incentive Award X
Individual Performance Factor). The intent of the Plan is to reward executives
based on their ability to continuously improve the amount of EVA earned on
behalf of shareholders. For all of the executives named in the Summary
Compensation Table the Committee determined that the Individual Performance
Factor would be the same as the Company Performance Factor. Individual target
incentive awards under the Plan ranged from 20% to 100% of base compensation for
fiscal 2000. For the same year, Mr. Stratton's individual target incentive award
was 100%. His fiscal 2000 bonus reflects a payout of 160% of his target
incentive award.
The Company Performance Factor is determined by reference to the amount of
improvement or deterioration in EVA. If the annual EVA is in excess of the
Target EVA, the Company Performance calculation will produce an amount in excess
of the Target Incentive Award; if the annual EVA is less than the Target EVA,
the Company Performance calculation will produce an amount less than the Target
Incentive Award. There is no cap and no floor on the accrued bonus. The Target
EVA is the average of the Target EVA and Actual EVA for the prior Plan year plus
an Expected Improvement. For Plan year 2000, Expected Improvement was $2
million, except that it was not added to the current Plan Year Target EVA to the
extent it made such Target EVA exceed $32 million. For fiscal 2000 the Target
EVA was $32 million.
The Individual Performance Factor is determined by the executive to whom
the participant reports, subject to approval by the Committee, and is the
average (or weighted average) of one or more quantifiable or non-quantifiable
factors (called "Supporting Performance Factors"). Supporting Performance
Factors represent an achievement percentage continuum that generally ranges from
50% to 150% of the individual target award opportunity, and will be enumerated
from .5 to 1.5 based on such continuum. However, if approved by the Committee,
Supporting Performance Factors which are the same as the Company Performance
Factor or are based on divisional EVA are uncapped.
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<PAGE> 11
The EVA bonus plan provides the powerful incentive of an uncapped bonus
opportunity, but also uses a "Bonus Bank" feature to ensure that extraordinary
EVA improvements are sustained before extraordinary bonus awards are paid out.
The Bonus Bank feature applies to those participants determined by the Committee
to be Senior Executives under the Plan. All of the executive officers, including
those named in the Summary Compensation Table, were designated Senior Executives
for fiscal 2000. Each year, any accrued bonus in excess of 125% of the target
bonus award is added to the outstanding Bonus Bank balance. The bonus paid is
equal to the accrued bonus for the year, up to a maximum of 125% of the target
bonus, plus 33% of the new Bonus Bank balance. A Bonus Bank account is
considered "at risk" in the sense that in any year the accrued bonus is
negative, the negative bonus amount is subtracted from the outstanding Bonus
Bank balance. Thus, extraordinary EVA improvements must be sustained for several
years to ensure full payout of the accrued bonus. In the event the outstanding
Bonus Bank balance at the beginning of the year is negative, the bonus paid is
limited to the accrued bonus up to a maximum of 75% of the target bonus with the
remainder of the accrued bonus offsetting the negative bonus. On termination of
employment due to death, disability or retirement, the Available Balance in the
Bonus Bank will be paid to the terminating executive or his designated
beneficiary or estate. Executives who voluntarily leave to accept employment
elsewhere or who are terminated for cause will forfeit any positive Available
Balance. The executive is not expected to repay negative balances upon
termination or retirement.
STOCK INCENTIVE PLAN
In 1990, the shareholders approved the Corporation's Stock Incentive Plan
("Incentive Plan"). The Incentive Plan authorizes the Committee to grant to
officers and other key employees stock incentive awards in the form of one or
any combination of the following: stock options, stock appreciation rights,
deferred stock, restricted stock and stock purchase rights. In early 1993, the
Committee worked with a consultant engaged at that time to adopt a method of
granting options which more closely aligns financial reward to optionees to the
long-term performance of the Corporation.
The Committee determined that for a five year period, beginning in fiscal
1994, the sole form of options to be granted under the Incentive Plan would be
leveraged stock options (LSOs), and therefore an amendment to the Incentive Plan
increasing the number of shares available for LSO grants was submitted to
shareholders and approved at the October 1993 Annual Meeting. Effective
beginning in fiscal 1994, an amount equal to the annual Total Bonus Payout under
the EVA Plan for officers and key employees covered by the Incentive Plan was
awarded in the form of LSOs, which were either Incentive Stock Options or
Non-Qualified Stock Options under the Stock Option part of the Incentive Plan.
At the October 1999 Annual Meeting, shareholders approved an amended and
restated Incentive Plan that increased the shares authorized for issuance under
the Plan and provided that all stock options granted under the Plan will
continue to be premium priced LSOs. In 1999, the Committee determined that the
term of future LSO grants be increased from 5 to 7 years. Options granted will
continue to be exercisable after 3 years.
On August 3, 2000, after publication of financial results for fiscal 2000,
the Committee granted LSOs to all Senior Executives, including all executive
officers, based on the amount of their Total Bonus Payout under the EVA Plan for
fiscal 2000. The calculation of the number of options granted to each executive,
and the method of determining their exercise price, is described below. These
LSOs provide a form of option grant that simulates a stock purchase with 10:1
leverage. Because the leveraged options granted in 2000 have a premium exercise
price and a term of seven years, the current Black-Scholes value of these
options is only 31.4% of the grant date stock price. The number of leveraged
options granted to Mr. Stratton was determined in the manner described and was
based on his incentive bonus for fiscal 2000.
The number of LSOs granted to a Senior Executive is determined by dividing
the Total Bonus Payout by 10% of the fair market value (FMV) of the Corporation
stock on the date of grant. The exercise price of the option is the product of
90% of the FMV on the date of grant times the Estimated Annual Growth Rate
compounded over five years which is the mid-point of the option exercise period.
The Estimated Annual Growth Rate equals the average daily closing 30-year U.S.
Treasury Bond yield for March in the year of grant plus 1%.
9
<PAGE> 12
The following example illustrates the calculation of the stock option grant
for a Senior Executive who is entitled to $50,000 in Total Bonus Payout under
the EVA Plan. The number of options earned is calculated by dividing the Total
Bonus Payout by 10% of the FMV of Corporation stock. Assume the FMV of
Corporation stock on the date of grant is $36.53125.
Example: NUMBER OF OPTIONS GRANTED
10% of the FMV is $3.653125.
Options Granted is 13,687 ($50,000 divided by 3.653125)
EXERCISE PRICE = (.9 X FMV) X ESTIMATED ANNUAL GROWTH RATE (5)*
7.05% is the Estimated Annual Growth Rate (6.05 plus 1%)
(See description above)
The exercise price is $46.22 (.9 x $36.53125 x 1.0705(5)*)
* Raising it to the 5th power takes it to a 5-year compound growth
rate, five years being the mid- point of the 4-year exercise
period.
Thus, based on this example, the fair market value of the Corporation
shares must exceed $46.22 between 3 and 7 years from the date of LSO grant to
give the LSO options value to the Senior Executives.
The maximum number of LSOs to be granted each year is 600,000, and the
maximum number of LSOs that may be granted cumulatively under the LSO Program is
2,539,986. If the Total Bonus Payout under the EVA Plan produces more than
600,000 LSOs in any year, LSOs granted to all Senior Executives for that year
will be reduced pro-rata based on proportionate Total Bonus Payouts under the
EVA Plan. The amount of such reduction shall be carried forward to subsequent
years and invested in LSOs to the extent the annual limitation is not exceeded
in such years. For fiscal 2000, the Total Bonus Payout produced more than the
maximum; so the number of LSO grants was reduced, leaving $1,440,098, or 39.7%
of the eligible Total Bonus Payout, to be carried forward.
Internal Revenue Service regulations limit the deductibility by a
corporation of compensation paid to the Chief Executive Officer and the other
executive officers whose compensation is required to be reported in the Summary
Compensation Table to $1 million unless certain conditions are met. After
careful consideration of other alternatives for maintaining the deductibility of
compensation earned in excess of the $1 million cap by any of the covered
executives, the Committee recommended to the Board adoption of a resolution
requiring any corporate officer whose compensation might be expected to exceed
the cap to enter into a Deferred Compensation Agreement for fiscal 2000, under
which the officers will defer any amounts earned in excess of the cap to the
fiscal year following the year in which they leave the employment of the
Corporation.
Mr. Stratton entered into such an Agreement for fiscal 2000, pursuant to
which he elected that amounts deferred be converted into phantom stock units,
based on the deferral date closing price of the Corporation's common stock. Each
year an amount equal to the dividends that would have been paid on such units
had they been actual shares of common stock is converted to additional phantom
stock units. For fiscal 2000, the amount deferred converted into 10,450 phantom
stock units. Following retirement, Mr. Stratton will be entitled to receive, at
his election, either cash in an amount equal to the then-current market value of
the phantom stock units or a number of shares of Corporation common stock equal
to the number of units of phantom stock. Therefore, Mr. Stratton's return on
investment will be directly aligned with that of all other shareholders in that
the amount of his payout will be affected by dividends paid and the increase or
decrease in the price of Briggs & Stratton Corporation stock between the
deferral and his time of retirement.
NOMINATING, COMPENSATION AND GOVERNANCE COMMITTEE:
Clarence B. Rogers, Jr., Chairman
Michael E. Batten
Robert J. O'Toole
10
<PAGE> 13
EXECUTIVE COMPENSATION
COMPENSATION SUMMARY
The table which follows sets forth certain information for each of the last
three fiscal years concerning the compensation paid by the Corporation to the
Corporation's Chief Executive Officer and the four other most highly compensated
executive officers (collectively, the "named executive officers"):
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM COMPENSATION
----------------------
AWARDS PAYOUTS
------ -------
ANNUAL SECURITIES
COMPENSATION (1) UNDERLYING
-------------------
NAME AND FISCAL OPTIONS/ LTIP ALL OTHER
PRINCIPAL POSITION YEAR SALARY ($) BONUS ($) SARS (#) (2) PAYOUTS ($)(3) COMPENSATION ($)(4)
------------------ ---- --------- --------- ------------ -------------- -------------------
<S> <C> <C> <C> <C> <C> <C>
F.P. Stratton 2000 $558,000 $830,081 147,220 $61,087 $41,390
Chairman and 1999 535,488 673,992 115,180 19,607 7,419
Chief Executive Officer 1998 525,000 288,225 88,890 29,264 7,432
J.S. Shiely 2000 396,480 442,353 77,460 26,578 21,244
President and 1999 375,000 314,663 53,290 6,255 5,170
Chief Operating Officer 1998 367,560 134,527 40,280 9,336 5,184
M.D. Hamilton 2000 251,232 251,124 22,250 18,234 28,140
Executive Vice President - 1999 263,782 196,735 16,860 6,325 6,297
Sales & Service 1998 281,352 85,812 26,670 9,440 7,252
R.J. Fotsch 2000 267,600 238,849 40,090 3,833 15,972
Senior Vice President 1999 236,324 108,168 18,120 944 5,234
and General Manager 1998 219,984 37,727 10,960 1,409 5,411
J.E. Brenn 2000 252,000 224,925 38,650 9,040 23,474
Senior Vice President 1999 206,472 101,063 17,240 2,762 6,364
and Chief Financial Officer 1998 181,416 38,732 12,000 4,122 6,364
</TABLE>
(1) Includes amounts earned in fiscal year, whether or not deferred.
(2) No SARs are outstanding. Option awards reported for fiscal 2000 were granted
August 3, 2000 based on executive performance for fiscal 2000.
(3) Figures reflect the portion of the EVA Plan bonus bank balances paid with
respect to each fiscal year.
(4) All other compensation for fiscal 2000 for Messrs. Stratton, Shiely,
Hamilton, Fotsch and Brenn, respectively, includes: (i) matching
contributions to the Corporation's Savings and Investment Plan for each
named executive officer of $4,800, $4,800, $4,174, $4,594 and $4,800; (ii)
matching contributions to the Corporation's Key Employee Savings and
Investment Plan for each named executive officer of $11,940, $7,094, $2,737,
$3,228 and $5,160; and (iii) total premiums of $24,650, $9,350, $21,229,
$8,150 and $13,514 paid by the Corporation for the benefit of the named
executive officers under the Corporation's split dollar Executive Life
Insurance Plan.
11
<PAGE> 14
STOCK OPTIONS
The Stock Incentive Plan approved by shareholders provides for the granting
of stock options with respect to Common Stock. The following tables set forth
further information relating to stock options:
OPTION/SAR GRANTS FOR LAST FISCAL YEAR*
<TABLE>
<CAPTION>
GRANT DATE
INDIVIDUAL GRANTS VALUE
--------------------------------------------------------------------------------------------------------------------
NUMBER OF % OF TOTAL
SECURITIES OPTIONS/SARS
UNDERLYING GRANTED TO EXERCISE OR BASE GRANT DATE
OPTIONS/SARS EMPLOYEES IN PRICE EXPIRATION PRESENT
NAME GRANTED (#) FISCAL YEAR ($ / SH) DATE VALUE ($) **
---- ----------- ----------- ---------------- ---------- ------------
<S> <C> <C> <C> <C> <C>
F.P. Stratton.............. 147,220 24.5% $46.22 8/3/07 $1,690,086
J.S. Shiely................ 77,460 12.9 46.22 8/3/07 889,241
M.D. Hamilton.............. 22,250 3.7 46.22 8/3/07 255,430
R.J. Fotsch................ 40,090 6.7 46.22 8/3/07 460,233
J. E. Brenn................ 38,650 6.4 46.22 8/3/07 443,702
</TABLE>
* Option awards reported for fiscal 2000 were granted August 3, 2000 based on
executive performance for fiscal 2000. The methodology used in determining
the number of grants awarded and other terms and conditions of the grants are
found in the Nominating, Compensation and Governance Committee Report on
Executive Compensation. Options become exercisable August 3, 2003. Option
awards are intended to qualify as "incentive stock options" to the extent
permitted under the Internal Revenue Code of 1986, as amended; any options
not meeting the requirements for incentive stock options will be treated as
non-qualified stock options. Upon the occurrence of a "change in control" of
the Corporation, as defined in the Incentive Plan, any outstanding stock
options which are not then exercisable will become fully exercisable and
vested. Upon a change in control, optionees may elect to surrender all or any
part of their stock options and receive a per share amount in cash equal to
the excess of the "change in control price" over the exercise price of the
stock option. If an optionee's employment is terminated at or following a
change in control (other than by death, disability, or retirement), the
exercise periods of an optionee's stock options will be extended to the
earlier of six months and one day from the date of employment termination or
the options' respective expiration dates. No SARs were granted.
** Black-Scholes values are based on the following assumptions:
Stock price at date of grant: $36.53125
Option term: 7 years
Risk-free interest rate: .0602
Volatility: .376
Dividend yield: .026
Risk-free interest rate is the seven year U.S. government bond yield on the
date of grant, calculated by linear interpolation using the 5 and 10 year
securities.
Volatility and yield assumptions are based on monthly price and dividend data
for the 36 months ending 7/31/00. It should not be concluded that the
Corporation supports the validity of the Black-Scholes method or that the
values shown in the table as generated by the model represent the amounts an
executive might earn upon exercise of the options.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION/SAR VALUES*
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF
UNDERLYING UNEXERCISED UNEXERCISED IN-THE-MONEY
OPTIONS/SARS OPTIONS/SARS
SHARES ACQUIRED VALUE AT FISCAL YEAR END (#) AT FISCAL YEAR END ($)
NAME ON EXERCISE (#) REALIZED ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- --------------- ------------ ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
F.P. Stratton....... 62,700 786,420 120,130 409,770 167,904 0
J.S. Shiely......... 7,000 236,411 53,628 200,480 175,765 0
M.D. Hamilton....... 0 0 6,350 85,690 0 0
R.J. Fotsch......... 3,700 120,158 23,480 78,630 32,054 0
J.E. Brenn.......... 11,253 307,964 3,509 76,830 9,400 0
</TABLE>
* No SARs are outstanding. Options at fiscal year end include options granted
August 3, 2000 based on executive performance for fiscal 2000.
12
<PAGE> 15
LONG-TERM INCENTIVE COMPENSATION
As described in more detail in the Nominating, Compensation and Governance
Committee Report on Executive Compensation, the EVA Plan requires that accrued
bonuses payable to Senior Executives in excess of 125% of their target bonus be
banked. This occurred in both fiscal 1999 and 2000. The amount in the bonus bank
is at risk in the sense that in any year the accrued bonus is negative, the
negative bonus amount is subtracted from the outstanding bonus bank balance.
This occurred in fiscal 1996. The amounts of banked contingent incentive
compensation awarded to the named executive officers for fiscal 2000 are as
follows:
LONG-TERM INCENTIVE PLANS - AWARDS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
ESTIMATED FUTURE PAYOUTS UNDER NON-STOCK
PRICE-BASED PLANS
---------------------------------------------------------
NAME AMOUNTS BANKED ($) MINIMUM ($) MAXIMUM ($)
--------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
F.P. Stratton................. $269,179 0 $269,179
J.S. Shiely................... 143,446 0 143,446
M.D. Hamilton................. 81,434 0 81,434
R.J. Fotsch................... 77,454 0 77,454
J.E. Brenn.................... 72,939 0 72,939
</TABLE>
RETIREMENT PLAN
The Corporation maintains a defined benefit retirement plan (the
"Retirement Plan") covering all executive officers and substantially all other
Milwaukee employees. Under the Retirement Plan non-bargaining unit employees
receive an annual pension payable on a monthly basis at retirement equal to 1.6%
of the employee's average of the highest five years' compensation of the last
ten calendar years of service prior to retirement multiplied by the number of
years of credited service, with an offset of 50% of Social Security (prorated if
years of credited service are less than 30).
Executive officers participate in an unfunded program which supplements
benefits under the Retirement Plan. Under this program executive officers are
provided with additional increments of 0.50 of 1% of compensation per year of
credited service over that presently payable under the Retirement Plan to
non-bargaining unit employees. In no event can a pension paid under the above
described plans to a non-bargaining unit employee exceed 70% of the employee's
average monthly compensation.
Mr. Hamilton's employment agreement, described on page 14, provides for a
supplemental pension benefit which, when aggregated with the pension benefit
available under the Retirement Plan calculated in the form of a joint and 50%
survivor annuity, shall entitle him to a benefit after 26 years of service of
$250,000 per year.
A trust has been established for deposit of the aggregate present value of
the benefits described above for executive officers upon the occurrence of a
change in control of the Corporation, which trust would not be considered
funding the benefits for tax purposes.
The following table shows total estimated annual benefits from funded and
unfunded sources generally payable to executive officers upon normal retirement
at age 65 at specified compensation and years of service classifications
calculated on a single-life basis and adjusted for the projected Social Security
offset:
13
<PAGE> 16
<TABLE>
<CAPTION>
ANNUAL PENSION PAYABLE FOR LIFE
AVERAGE ANNUAL COMPENSATION AFTER SPECIFIED YEARS OF CREDITED SERVICE
IN HIGHEST 5 OF LAST 10 ---------------------------------------------------------------
CALENDAR YEARS OF SERVICE 10 YEARS 20 YEARS 30 YEARS 40 YEARS
--------------------------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
$ 200,000 $ 40,000 $ 80,000 $120,000 $ 140,000*
400,000 82,000 164,000 246,000 280,000*
600,000 124,000 248,000 372,000 420,000*
800,000 166,000 332,000 498,000 560,000*
1,000,000 208,000 416,000 624,000 700,000*
1,200,000 250,000 500,000 750,000 840,000*
1,400,000 292,000 584,000 876,000 980,000*
1,600,000 334,000 668,000 1,002,000 1,120,000*
1,800,000 376,000 752,000 1,128,000 1,260,000*
</TABLE>
* Figures reduced to reflect the maximum limitation of 70% of compensation.
The previous table does not reflect limitations imposed by the Internal
Revenue Code of 1986, as amended (the "Code"), on pensions paid under federal
income tax qualified plans. However, an executive officer covered by the
Corporation's unfunded program will receive the full pension to which he would
be entitled in the absence of such limitations. Compensation for purposes of the
table includes the compensation shown in the Summary Compensation Table under
the headings "Salary," "Bonus" and "LTIP Payouts."
The years of credited service under the Retirement Plan for the individuals
named in the Summary Compensation Table are: Mr. Stratton-27; Mr. Shiely-14; Mr.
Hamilton-24; Mr. Fotsch-22 and Mr. Brenn-22.
EMPLOYMENT AGREEMENTS
All executive officers of the Corporation except Mr. Hamilton, including
the other four named executive officers in the Summary Compensation Table, are
parties to a two-year employment agreement, with a one-year automatic extension
upon each anniversary date unless either party gives a 30-day notice prior to
the anniversary date that the agreement will not be further extended. Under the
agreement, the officer agrees to perform the duties currently being performed in
addition to other duties that may be assigned from time to time. The Corporation
agrees to pay the officer a salary of not less than that of the previous year
and to provide fringe benefits that are provided to all other salaried employees
of the Corporation in comparable positions. In the event of a termination to
which these employment agreements apply, the foregoing payments are continued
for the remainder of the term of the contract. Mr. Hamilton's employment
agreement provides for retirement benefits described on page 13 and continues in
effect through December 31, 2002, unless terminated earlier by the Corporation
as the result of death, disability or gross negligence by Mr. Hamilton. In
exchange for enhanced retirement benefits, Mr. Hamilton has agreed to forego
$2,510 per month effective December 1, 1998 from the base salary level that
would otherwise have been set by the Nominating, Compensation and Governance
Committee for his position and half of any option grants to which he would
otherwise be entitled.
CHANGE OF CONTROL EMPLOYMENT AGREEMENTS
The Board of Directors has authorized the Chairman of the Board to offer to
all executive officers change in control employment agreements which ensure the
employee's continued employment following a "change in control" on a basis
equivalent to the employee's employment immediately prior to such change in
terms of position, duties, compensation and benefits, as well as specified
payments upon termination following a change in control. The Corporation
currently has such agreements with 16 executive officers and key employees of
the Corporation, including all of the executive officers named in the Summary
Compensation Table. Such agreements become effective only upon a defined change
in control of the Corporation, or if the employee's employment is terminated
upon or in anticipation of such a change in control, and automatically supersede
any existing employment agreement. Under the agreements, if during the
employment term (three
14
<PAGE> 17
years from the change in control) the employee is terminated other than for
"cause" or if the employee voluntarily terminates his employment for good reason
or during a 30-day window period one year after a change in control, the
employee is entitled to specified severance benefits, including a lump sum
payment of three times the sum of the employee's annual salary and bonus and a
"gross-up" payment which will, in general, effectively reimburse the employee
for any amounts paid under Federal excise taxes.
AUDITORS
The Board of Directors of the Corporation has selected the public
accounting firm of Arthur Andersen LLP as its independent auditors for the
current year. A representative of Arthur Andersen LLP will be present at the
Annual Meeting and will have the opportunity to make a statement if he desires
to do so and will be available to respond to appropriate questions.
ANNUAL REPORT TO THE SECURITIES AND EXCHANGE
COMMISSION ON FORM 10-K
The Corporation is required to file an annual report, called Form 10-K,
with the Securities and Exchange Commission. A copy of Form 10-K for the fiscal
year ended July 2, 2000 accompanies this Proxy Statement. Requests for
additional copies should be directed to Carole Ford, Shareholder Relations,
Briggs & Stratton Corporation, P.O. Box 702, Milwaukee, Wisconsin 53201.
SHAREHOLDER PROPOSALS
Proposals which shareholders intend to present at the 2001 Annual Meeting
of Shareholders must be received at the Corporate Offices Building in Wauwatosa,
Wisconsin no later than July 20, 2001, in order to be presented at the meeting
(and must otherwise be in accordance with the requirements of the Bylaws of the
Corporation), and must be received by May 10, 2001 to be considered for
inclusion in the proxy material for that meeting under the SEC's proxy rules.
OTHER MATTERS
The Directors of the Corporation know of no other matters to be brought
before the meeting. If any other matters properly come before the meeting,
including any adjournment or adjournments thereof, it is intended that proxies
received in response to this solicitation will be voted on such matters in the
discretion of the person or persons named in the accompanying proxy form.
BY ORDER OF THE BOARD OF DIRECTORS
BRIGGS & STRATTON CORPORATION
Kasandra K. Preston, Secretary
Wauwatosa, Wisconsin
September 7, 2000
15
<PAGE> 18
[BRIGGS & STRATTON LOGO]
PROXY
BRIGGS & STRATTON CORPORATION
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS--OCTOBER 18, 2000
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned does hereby constitute and appoint FREDERICK P. STRATTON, JR.
and JOHN S. SHIELY, and each of them, with several power of substitution,
attorneys and proxies, for and in the name, place and stead of the undersigned,
to vote all shares votable by the undersigned at the shareholders' annual
meeting of Briggs & Stratton Corporation to be held in Nashville, Tennessee on
October 18, 2000 at 9:00 a.m. Central Daylight Time and at any adjournments
thereof, subject to the directions indicated on the reverse side hereof, hereby
revoking any proxy previously given.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN.
IF NO DIRECTION IS MADE, THE PROXY WILL BE VOTED BY THE PROXIES NAMED HEREIN FOR
PROPOSAL (a) AND IN THEIR DISCRETION ON OTHER MATTERS AS MAY PROPERLY COME
BEFORE THE MEETING.
(Continued and to be Signed on Reverse Side)
<PAGE> 19
[BRIGGS & STRATTON LOGO] BRIGGS & STRATTON CORPORATION
INSTRUCTIONS FOR VOTING YOUR PROXY
Shareholders of record have three ways to vote their proxies:
- BY TELEPHONE (using a touch-tone telephone) - THROUGH THE INTERNET (using a
browser) - BY MAIL (traditional method)
Your telephone or Internet vote authorizes the named proxies to vote your shares
in the same manner as if you had returned your proxy card. We encourage you to
use these cost effective and convenient ways of voting, 24 hours a day, 7 days a
week.
TELEPHONE VOTING This method of voting is available for residents of the U.S.
and Canada
- On a touch-tone telephone, call TOLL FREE 1-888-216-1332, 24 hours a day, 7
days a week
- You will be asked to enter the CONTROL NUMBER shown below followed by the
pound sign (#)
- Have your proxy card ready, then follow the prerecorded instructions
- Your vote will be confirmed and cast as you directed
INTERNET VOTING
- Visit the Internet voting Website at http://www.proxyvotenow.com/brs
- Enter the CONTROL NUMBER shown below and follow the instructions on your
screen
- You will incur only your usual Internet charges
VOTING BY MAIL
- Simply mark, sign and date your proxy card and return it in the postage-paid
envelope
YOU MAY VOTE BY TELEPHONE OR INTERNET ANYTIME UNTIL 5:00 P.M. EASTERN
DAYLIGHT TIME, ON OCTOBER 17, 2000. DO NOT RETURN YOUR PROXY CARD IF YOU ARE
VOTING BY TELEPHONE OR INTERNET.
YOUR CONTROL NUMBER IS:
TO VOTE BY MAIL PLEASE DETACH PROXY CARD HERE AND RETURN IN ENVELOPE PROVIDED
<TABLE>
<CAPTION>
<S><C>
[x] PLEASE MARK
VOTES AS IN
THIS EXAMPLE.
BRIGGS & STRATTON CORPORATION ANNUAL MEETING
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ELECTION OF DIRECTORS.
(a) Election of Directors: Nominees--01-Robert J. O'Toole;
02-John S. Shiely; 03-Charles I. Story VOTE FOR VOTE WITHHELD
all nominees from all
listed * nominees listed
*To withhold authority to vote for any nominee, write the
nominee's name on the space below.
[ ] [ ]
----------------------------------
(b) In their discretion on other matters as may properly come before the meeting.
All as set forth in the Notice and Proxy Statement relating to the meeting, the receipt of which is hereby acknowledged.
[ ] I PLAN TO ATTEND THE MEETING.
DATE: ,2000
-------------------------
----------------------------------------------------
SIGNATURE (S) IN BOX
Please sign exactly as your name appears hereon,
giving your full title if signing as attorney or
fiduciary. If shares are held jointly, each joint
owner should sign. If a corporation, please sign in
full corporate name by duly authorized officer. If
a partnership, please sign in partnership name by
authorized person.
</TABLE>
