<PAGE> 1
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- --------------------------------------------------------------------------------
SCHEDULE 14A
(RULE 14A)
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 sec.240.14a-11(c) or sec.240.14a-12
BRUSH WELLMAN INC.
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
XXXXXXXXXXXXXXXX
(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)
Payment of filing fee (Check the appropriate box):
<TABLE>
<S> <C>
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies: ___________________________________
(2) Aggregate number of securities to which transaction applies: ______________________________________
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how
it was determined):________________________________________________________________________________
(4) Proposed maximum aggregate value of transaction: __________________________________________________
(5) Total fee paid: ____________________________________________________________________________________
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
(1) Amount Previously Paid: ___________________________________________________________________________
(2) Form, Schedule or Registration Statement No.: _____________________________________________________
(3) Filing Party: _____________________________________________________________________________________
(4) Date Filed: _______________________________________________________________________________________
</TABLE>
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<PAGE> 2
BRUSH WELLMAN INC.
17876 St. Clair Avenue
Cleveland, Ohio 44110
------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
The annual meeting of shareholders of Brush Wellman Inc. will be held at
The Forum, One Cleveland Center, 1375 East Ninth Street, Cleveland, Ohio on
Tuesday, May 7, 1996 at 11:00 A.M. (Eastern Daylight Time), for the following
purposes:
(1) To elect three directors, each to serve for a term of three years and
until a successor shall have been elected and qualified.
(2) To ratify and approve the selection of Ernst & Young LLP as independent
auditors of the Company for the year 1996.
(3) The transaction of such other business as may properly come before such
meeting.
The Board of Directors has fixed the close of business on March 11, 1996 as
the record date for the determination of shareholders entitled to notice of, and
to vote at, the meeting or any adjournment thereof.
MICHAEL C. HASYCHAK
Secretary
March 18, 1996
IMPORTANT -- YOUR PROXY IS ENCLOSED
PLEASE SIGN, DATE AND RETURN YOUR ENCLOSED PROXY IN THE ACCOMPANYING ENVELOPE.
<PAGE> 3
BRUSH WELLMAN INC.
17876 St. Clair Avenue
Cleveland, Ohio 44110
PROXY STATEMENT
MARCH 18, 1996
This statement is furnished in connection with the solicitation by the
Board of Directors of Brush Wellman Inc. (the "Company") of proxies to be used
at the annual meeting of shareholders of the Company to be held on May 7, 1996.
This statement and the related form of proxy are being sent to shareholders on
or about the date of this statement.
If the enclosed form of proxy is properly executed and returned, the shares
represented by it will be voted at the meeting. The proxy may be revoked at any
time prior to its exercise by giving notice to the Company in writing or in open
meeting.
As of March 11, 1996, the record date for the meeting, the Company had
outstanding and entitled to vote 15,918,501 shares of Common Stock.
Each outstanding share of Common Stock is entitled to one vote on each
matter brought before the meeting. Under Ohio law, shareholders have cumulative
voting rights in the election of directors, provided not less than 48 hours
notice in writing is given by any shareholder to the President, any Vice
President or the Secretary of the Company that he desires that voting at such
election be cumulative, and an announcement of the giving of such notice is made
upon the convening of the meeting. When cumulative voting applies, each share
has a number of votes equal to the number of directors to be elected, and a
shareholder may give all of his votes to one nominee or divide his votes among
as many nominees as he sees fit. Unless contrary instructions are received on
proxies given to the Company, in the event that cumulative voting applies, all
votes represented by such proxies will be divided evenly among the candidates
nominated by the Board of Directors, except that if voting in such manner would
not be effective to elect all such nominees, such votes will be cumulated in the
discretion of the Company so as to maximize the number of such nominees elected.
At the annual meeting, the results of shareholder voting will be tabulated
by the inspector of elections appointed for the annual meeting. Under Ohio law
and the Company's Articles of Incorporation and Regulations, properly executed
proxies that are marked "abstain" or are held in "street name" by brokers and
not voted on one or more of the items (if otherwise voted on at least one item)
will be counted for purposes of determining whether a quorum has been achieved
at the annual meeting. Votes withheld in respect of Item 1 will not be counted
in determining the election of directors. Abstentions and broker non-votes in
respect of Item 2 will not be considered as votes cast for purposes of
determining whether that matter is approved.
In addition to the solicitation of proxies by the use of the mails,
officers and other employees of the Company may solicit the return of proxies by
personal interview, telephone and telecopy. Brokerage houses, banks and other
custodians, nominees and fiduciaries will be requested to forward soliciting
material to the beneficial owners of shares and will be reimbursed for their
expenses. The costs of the solicitation of proxies will be borne by the Company.
<PAGE> 4
ELECTION OF DIRECTORS
At the present time it is intended that proxies will be voted for the
election of Albert C. Bersticker, Dr. Charles F. Brush III and David L. Burner
as directors for a term of three years and until the election of their
successors. Mr. Bersticker and Dr. Brush had been previously elected as a
director by shareholder action. Mr. Burner was appointed by the Board of
Directors as a director on May 2, 1995 to fill the vacancy created by the
retirement of Clark G. Waite from the Board effective upon the adjournment of
the Board of Directors Meeting held on May 2, 1995.
If any of these nominees should become unavailable, it is intended that the
proxies will be voted as the Board of Directors shall determine. The Company has
no reason to believe that any of the nominees will be unavailable. The three
nominees receiving the greatest number of votes will be elected as directors of
the Company.
The following table sets forth information concerning the nominees and the
directors whose terms of office will continue after the meeting:
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
NOMINEES WHOSE TERMS END IN 1999 CURRENT EMPLOYMENT
- --------------------------------------------------------------------------------
<S> <C>
ALBERT C. BERSTICKER Chairman and Chief Executive Officer, Ferro
Director since 1993 Corporation (specialty materials)
Member -- Nominating Committee and
Organization and
Compensation Committee
Age -- 61
</TABLE>
Mr. Bersticker was elected Chairman of Ferro Corporation in February 1996. He
was elected Chief Executive Officer of Ferro Corporation in 1991. Prior to his
election to Chairman, he had been its President during the past eight years. Mr.
Bersticker is a director of Ferro Corporation, Centerior Energy Corporation,
KeyCorp Inc. and Oglebay Norton Company.
- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
DR. CHARLES F. BRUSH, III Personal investments
Director since 1958
Member -- Finance Committee,
Nominating Committee and
Organization and Compensation
Committee
Age -- 72
</TABLE>
There has been no change in Dr. Brush's occupation during the past five years.
- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
DAVID L. BURNER President, The B.F.Goodrich Company
Director since 1995 (aerospace and specialty chemicals)
Member -- Audit Committee and
Finance Committee
Age -- 56
</TABLE>
Mr. Burner was elected President of The B.F.Goodrich Company effective December
1995. Prior to that, he had served as Executive Vice President of The
B.F.Goodrich Company from October 1993 and as Senior Vice President from April
1990. Mr. Burner is a director of The B.F.Goodrich Company.
- --------------------------------------------------------------------------------
2
<PAGE> 5
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
DIRECTORS FOR TERMS ENDING IN 1998 CURRENT EMPLOYMENT
<S> <C>
</TABLE>
- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
FRANK B. CARR Managing Director, Corporate Finance,
Director since 1970 McDonald & Company Securities, Inc.
Member -- Audit Committee, (investment banking and securities brokerage
Finance Committee and firm)
Nominating Committee
Age -- 68
</TABLE>
Mr. Carr has been a Managing Director, Corporate Finance of McDonald & Company
Securities, Inc. during the past five years. He is a director of Invacare
Corporation and Preformed Line Products Company.
- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
GERALD C. MCDONOUGH Retired Chairman and Chief Executive Officer,
Director since 1983 Leaseway Transportation Corp. (trucking,
Member -- Finance Committee, leasing and distribution services company)
Nominating Committee and
Organization and
Compensation Committee
Age -- 67
</TABLE>
Mr. McDonough was Chairman and Chief Executive Officer of Leaseway
Transportation Corp. until his retirement in 1988. He is a director of
Acme-Cleveland Corporation, Associated Estates Realty Corporation, Commercial
Intertech Corp., York International Corp. and is also a Trustee of the Fidelity
Funds.
- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
JOHN SHERWIN, JR. President, Mid-Continent Ventures, Inc.
Director since 1981 (venture capital company)
Member -- Audit Committee
and Finance Committee
Age -- 57
</TABLE>
Mr. Sherwin has been President of Mid-Continent Ventures, Inc. during the past
five years.
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
DIRECTORS WHOSE TERMS END IN 1997 CURRENT EMPLOYMENT
<S> <C>
</TABLE>
- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
GORDON D. HARNETT Chairman of the Board, President and Chief
Director since 1991 Executive Officer of the Company
Age -- 53
</TABLE>
Mr. Harnett has been Chairman of the Board, President and Chief Executive
Officer of the Company during the past five years. He is a director of Essef
Corporation, Lubrizol Corporation and National City Bank, Cleveland.
- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
WILLIAM P. MADAR President and Chief Executive Officer,
Director since 1988 Nordson Corporation
Member -- Audit Committee, Nominating (industrial equipment manufacturer)
Committee and Organization
and Compensation Committee
Age -- 56
</TABLE>
Mr. Madar has been President and Chief Executive Officer of Nordson Corporation
during the past five years. He is a director of Lubrizol Corporation, National
City Bank, Cleveland and Nordson Corporation.
- --------------------------------------------------------------------------------
3
<PAGE> 6
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
DIRECTORS WHOSE TERMS END IN 1997 CURRENT EMPLOYMENT
<S> <C>
</TABLE>
- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
ROBERT M. MCINNES Business Consultant
Director since 1977
Member -- Audit Committee, Organization
and Compensation Committee and
Finance Committee
Age -- 65
</TABLE>
Mr. McInnes was Of Counsel to the law firm of Arter & Hadden from November 1988
to November 1994. Prior to that time he was Group Executive Vice President of
Cleveland-Cliffs Inc. He had also served as President and Chief Executive
Officer of Pickands Mather & Co., which became a wholly-owned subsidiary of
Cleveland-Cliffs Inc in December 1986. He is a director of Cliffs Drilling
Company.
- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
HENRY G. PIPER Retired President and Chief Executive Officer
Director since 1967 of the Company
Age -- 73
</TABLE>
Mr. Piper served as President, Chairman of the Board and Chief Executive Officer
of the Company until his retirement from the Company on December 31, 1988. Mr.
Piper resumed employment with the Company as President and Chief Executive
Officer on January 23, 1990. Mr. Piper resigned from his positions effective
upon the election of Mr. Harnett as Chairman of the Board, President and Chief
Executive Officer on January 22, 1991. He remained an employee of the Company
until April 30, 1991. He is a director of First Union Management Inc.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors maintains, among other committees, an Audit
Committee, Finance Committee, Nominating Committee and Organization and
Compensation Committee, the members of which are identified in the above table.
The Audit Committee held three meetings in 1995. Its principal functions
include the engagement of independent auditors or recommending action by the
full Board of Directors with respect thereto; reviewing the scope and results of
the audit and any non-audit services performed by such auditors; reviewing the
adequacy of the Company's internal auditing, accounting and financial controls;
and reviewing with independent auditors their report and opinion upon completion
of their audit, including a review of any significant transactions not in the
ordinary course of business and compliance with Company policies and codes of
conduct.
The Finance Committee held four meetings in 1995. Its principal functions
include monitoring and making recommendations to the Board of Directors
regarding debt, capital structure, dividend policy and shareholder relations and
to review the investment of pension assets and the funding position of
retirement plans.
The Nominating Committee held two meetings in 1995. Its principal functions
include evaluation of candidates for Board membership (including any nominations
of qualified candidates submitted in writing by security holders to the
Secretary of the Company) and recommendations to the full Board of Directors of
candidates to fill executive vacancies that arise from time to time.
The Organization and Compensation Committee held three meetings in 1995.
Its principal functions include reviewing executive compensation, taking action
where appropriate or making recommendations to the full Board of Directors with
respect thereto, recommending the adoption of executive benefit plans, granting
stock options and other awards, and recommending action on matters relating to
management succession and changes in organizational structure.
4
<PAGE> 7
The Board of Directors held eight meetings in 1995. All of the directors
attended at least 75% of the total meetings held by the Board of Directors and
by the Committees on which they served during 1995.
DIRECTOR COMPENSATION
Each director who is not an officer of the Company receives an annual
retainer fee of $16,500 for each calendar year. The Chairman of each Committee
(if not an officer) receives an additional $1,000 on an annual basis. Effective
May 2, 1995 the meeting fees of $1,000 for attending each meeting of the Board
of Directors and each meeting of a Committee thereof, changed to a fixed annual
amount of $17,500.
The Deferred Compensation Plan for Nonemployee Directors was approved by
shareholders in 1992. The Plan provides each nonemployee director the
opportunity to defer receipt of all or a portion of the compensation payable for
his services as a director. The Company, in turn, transfers an amount equal to
the reduction in compensation to a trust, which amounts are invested, at the
director's discretion, in the Company's Common Stock or in accordance with the
Company's investment policy. Directors are encouraged to take all or a portion
of their compensation in the form of Common Stock. For 1995 directors elected to
receive an aggregate of $33,000 ($102,000 for 1996) worth of Common Stock on a
deferred basis under this Plan.
The Company established a Stock Option Plan for Non-Employee Directors in
1990. The Plan authorizes a one-time grant of a non-qualified option to purchase
shares of Common Stock to each non-employee director who has never been an
employee of the Company. Eight directors each received a grant on April 25, 1990
for 5,000 shares of the Company's Common Stock at an exercise price of $22.81.
One director received a grant on April 27, 1993 for 5,000 shares of the
Company's Common Stock at an exercise price of $11.81. One director received a
grant on May 2, 1995 for 5,000 shares of the Company's Common Stock at an
exercise price of $19.81. The option price of each option granted under the Plan
is equal to the average of the high and the low market price of the Common Stock
on the date of grant. Each option becomes exercisable six months after the date
of grant and expires ten years after the date of grant, subject to earlier
termination in the event of termination of service on the Board or disability.
The Plan also provides for one-time grants for 5,000 shares of the Company's
Common Stock for up to two future directors upon their election or appointment
to the Board.
The Company's Directors Retirement Plan provides that a non-officer
director, upon reaching age 65 and who shall thereafter die or retire from the
Board and shall have served as a director for a minimum of seven years or
attained the age of 70, shall receive for the number of years equal to his
non-employee service, but not exceeding 15 years, after the date of his death or
retirement, annual compensation in an amount equal to the rate of the annual
retainer, including any Committee chairmanship, for non-officer directors in
effect on the date of such death or retirement. Such amount shall be paid
quarterly or, at the director's election and subsequent approval by the
Organization and Compensation Committee, or in the event of death, in a lump sum
equivalent to the present value of the unpaid quarterly payments using the
Pension Benefit Guaranty Corporation interest rate in effect for determining
lump sum benefits under the Brush Wellman Inc. Salaried Pension Plan. Directors,
except those having reached age 65 before December 31, 1988, shall retire at the
end of the year in which they reach their seventieth birthday.
5
<PAGE> 8
COMMON STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS,
DIRECTORS AND MANAGEMENT
The following table sets forth information regarding ownership of the
Company's Common Stock as of January 31, 1996 by directors, each of the
executive officers named in this Summary Compensation Table, all directors and
executive officers as a group and certain other persons owning more than 5% of
the Company's Common Stock. Unless otherwise indicated, persons named below held
sole voting power and sole investment power with respect to their shares of the
Company's Common Stock.
<TABLE>
<CAPTION>
SHARES OF COMMON STOCK PERCENT OF COMMON STOCK
NON-OFFICER DIRECTORS BENEFICIALLY OWNED(1) BENEFICIALLY OWNED
-------------------------------- ---------------------- -----------------------
<S> <C> <C>
Albert C. Bersticker............ 5,731(2)(3) *
Dr. Charles F. Brush, III....... 328,436(2)(4) 2.0%
David L. Burner................. 5,463(2)(3) *
Frank B. Carr................... 20,000(2) *
William P. Madar................ 15,517(2)(3) *
Gerald C. McDonough............. 23,584(2)(3)(5) *
Robert M. McInnes............... 9,318(2)(3) *
Henry G. Piper.................. 11,169(6) *
John Sherwin, Jr................ 23,129(2)(7) *
EXECUTIVE OFFICERS
------------------
Gordon D. Harnett............... 233,148(2) 1.4%
Carl Cramer..................... 9,243(2) *
Stephen Freeman................. 33,946(2) *
Craig B. Harlan................. 85,818(2) *
Robert H. Rozek................. 83,970(2) *
All directors and executive
officers as a group (20
persons)...................... 1,066,312(8) 6.4%
OTHER PERSONS
-------------
Trimark Financial Corporation
One First Canadian Place
Suite 5600, P.O. Box 487
Toronto, Ontario, Canada...... 1,574,000(9) 9.5%
Brush Wellman Inc. Savings and
Investment Plan............... 1,035,555(10) 6.2%
Prudential Equity Management.... 985,400(11) 5.9%
Prudential Plaza
Newark, New Jersey
State Street Bank and Trust Co.
of Boston
225 Franklin Street
Boston, Massachusetts......... 896,195(12) 5.4%
State of Wisconsin Investment
Board
P.O. Box 7842
Madison, Wisconsin............ 890,000(13) 5.4%
</TABLE>
- ---------
* Less than 1% of Common Stock.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(1) Reported in accordance with the beneficial ownership rules of the
Securities and Exchange Commission (the "Commission"), under which a person
is deemed to be the beneficial owner of a security, for these purposes, if
he has or shares voting power or investment
6
<PAGE> 9
power in respect of such security or has the right to acquire such security
within 60 days. The shares shown include shares credited to the account of
each executive officer under the Company's Savings and Investment Plan. The
shares shown in the table do not purport to represent beneficial ownership
for any purpose other than compliance with the Commission's reporting
requirements.
(2) Includes shares covered by outstanding options exercisable within 60 days,
as follows: Mr. Harnett, 215,000; Mr. Cramer, 5,000; Mr. Harlan, 79,200;
Mr. Rozek, 77,200; Mr. Freeman, 29,800; and 5,000 for each of Messrs.
Bersticker, Brush, Burner, Carr, Madar, McDonough, McInnes and Sherwin.
(3) Includes shares deferred under the Deferred Compensation Plan for
Nonemployee Directors, as follows: Mr. Bersticker, 231; Mr. Burner, 463;
Mr. Madar, 9,317; Mr. McDonough, 15,184; and Mr. McInnes, 218.
(4) Includes 40,000 shares owned by the Charles F. Brush III Charitable
Remainder Unitrust of which Dr. Brush is trustee and 3,000 shares owned by
Dr. Brush's wife, as to all of which Dr. Brush disclaims ownership.
(5) Includes 1,000 shares owned by Mr. McDonough's wife of which Mr. McDonough
disclaims ownership.
(6) Includes 400 shares owned by Mr. Piper's child of which Mr. Piper disclaims
ownership.
(7) Includes 10,334 shares owned by Mr. Sherwin's wife and children of which
Mr. Sherwin disclaims ownership.
(8) Includes 604,680 shares subject to outstanding options held by officers and
directors and exercisable within 60 days.
(9) Information regarding share ownership was obtained from Amendment No. 3 to
Schedule 13G filed with the Commission on February 12, 1996.
(10) The Northern Trust Company, Chicago, Illinois, trustee for the Brush
Wellman Inc. Savings and Investment Plan holds the shares in trust. All
participants share voting power with the trustee of the Plan with respect
to shares credited to their account.
(11) Information regarding share ownership was obtained from Schedule 13G filed
with the Commission on February 14, 1996.
(12) Information regarding share ownership was obtained from Schedule 13G filed
with the Commission on February 12, 1996.
(13) Information regarding share ownership was obtained from Amendment No. 6 to
Schedule 13G filed with the Commission on January 30, 1996.
7
<PAGE> 10
EXECUTIVE OFFICER COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth total annual compensation earned during the
Company's last three years by the Chief Executive Officer and by the four most
highly compensated executive officers other than the Chief Executive Officer.
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
------------
AWARDS(2)
NAME AND ANNUAL COMPENSATION(1) SECURITIES
PRINCIPAL ---------------------------------- UNDERLYING ALL OTHER
POSITION YEAR SALARY($) BONUS($) OPTIONS(#) COMPENSATION($)(3)
- --------------------------- ----- -------- -------- ------------ ------------------
<S> <C> <C> <C> <C> <C>
Gordon D. Harnett 1995 360,000(4) 191,412(4) 30,000 18,828(4)
Chairman of the 1994 322,500(4) 253,500(4) 30,000 9,673(4)
Board, President and 1993 315,000(4) 0 30,000 18,615(4)
Chief Executive Officer
Carl Cramer (5) 1995 200,004 75,667 9,000 0
Vice President Finance 1994 18,940 0 0 0
and Chief Financial 1993 N/A N/A N/A N/A
Officer
Craig B. Harlan 1995 169,750(6) 64,694 7,500 7,856(6)
Vice President 1994 166,000 92,130 7,500 4,980
International-Europe 1993 165,600 0 10,000 6,694
Stephen Freeman 1995 162,000(7) 61,289 9,000 7,310(7)
Vice President 1994 146,041 81,651 10,000 4,381
Alloy Products 1993 142,104 0 15,000 2,142
Robert H. Rozek 1995 151,000(8) 57,884 9,000 6,944(8)
Senior Vice President 1994 138,348 80,475 10,000 4,150
International 1993 126,875 0 12,000 5,119
</TABLE>
- ---------------
(1) No compensation was paid to any of the named executive officers that
requires disclosure as "Other Annual Compensation."
(2) No Performance Restricted Shares or Performance Shares were earned by any of
the named executive officers for any of the years listed. For information
regarding Performance Restricted Shares and Performance Shares granted in
1995, see the table under Long-Term Incentive Plans--Awards in Last Fiscal
Year on page 10 of this statement.
(3) Except as disclosed in (4), (6), (7) and (8), amount consists of Company
matching contributions to the Brush Wellman Inc. Savings and Investment
Plan.
(4) Salary for 1995, 1994 and 1993 includes deferred compensation of $18,900,
$5,200 and $16,169, respectively. Bonus for 1995 and 1994 includes deferred
compensation of $6,085 and $8,910, respectively. All Other Compensation for
1995, 1994 and 1993 includes deferred compensation in respect of Company
matching credits under the Brush Wellman Inc. Supplemental Retirement
Benefit Plan of $13,905, $2,600 and $11,809, respectively.
(5) Mr. Cramer began employment with the Company in November 1994.
(6) Salary for 1995 includes deferred compensation of $6,713. All Other
Compensation for 1995 includes deferred compensation in respect of Company
matching credits under the Brush Wellman Inc. Supplemental Retirement
Benefit Plan of $3,356.
(7) Salary for 1995 includes deferred compensation of $9,365. All Other
Compensation for 1995 includes deferred compensation in respect of Company
matching credits under the Brush Wellman Inc. Supplemental Retirement
Benefit Plan of $2,810.
(8) Salary for 1995 includes deferred compensation of $4,889. All Other
Compensation for 1995 includes deferred compensation in respect of Company
matching credits under the Brush Wellman Inc. Supplemental Retirement
Benefit Plan of $2,444.
8
<PAGE> 11
OPTION GRANTS IN LAST FISCAL YEAR
The following table provides information on option grants during 1995 to
the executive officers included in the Summary Compensation Table. There was one
grant of options to the named executive officers during the year.
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
- ---------------------------------------------------------------------------
% OF TOTAL POTENTIAL REALIZABLE VALUE AT
(#) OF OPTIONS ASSUMED ANNUAL RATES OF STOCK
SECURITIES GRANTED TO EXERCISE PRICE APPRECIATION FOR OPTION
UNDERLYING EMPLOYEES OR BASE TERM
OPTIONS IN FISCAL PRICE EXPIRATION ------------------------------
NAME GRANTED YEAR ($/SH) DATE 0% ($) 5% ($) 10% ($)
- --------------------- ---------- ----------- -------- ---------- ------ -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
Gordon D. Harnett
Chairman of the
Board, President and
Chief Executive
Officer 30,000 14.26 $17.69 12/04/05 $ -0- $333,754 $845,799
Carl Cramer
Vice President
Finance and Chief
Financial Officer 9,000 4.28 $17.69 12/04/05 $ -0- $100,126 $253,740
Craig B. Harlan
Vice President
International -
Europe 7,500 3.56 $17.69 12/04/05 $ -0- $ 83,439 $211,450
Stephen Freeman
Vice President
Alloy Products 9,000 4.28 $17.69 12/04/05 $ -0- $100,126 $253,740
Robert H. Rozek
Senior Vice President
International 9,000 4.28 $17.69 12/04/05 $ -0- $100,126 $253,740
</TABLE>
- ---------------
Stock options generally become exercisable six months from date of grant
and generally expire ten years from date of grant as long as the optionee
continues to be an employee of the Company. The option price is determined based
on the average of the high and the low market price on date of grant. The option
price may be paid by the optionee in cash or common stock of the Company or any
combination thereof. Options are not transferable except by will or laws of
descent. Options are not repriced except to prevent dilution or enlargement of
the rights of the optionee.
9
<PAGE> 12
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
The following table provides information concerning unexercised stock
options held by the executive officers included in the Summary Compensation
Table and the value of such officers' unexercised options at December 31, 1995.
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES UNDERLYING
UNEXERCISED OPTIONS VALUE OF UNEXERCISED
SHARES AT DECEMBER 31, IN-THE-MONEY OPTIONS
ACQUIRED VALUE 1995(#) AT DECEMBER 31,
ON EXERCISE REALIZED EXERCISABLE/ 1995($) EXERCISABLE/
NAME (#) ($) UNEXERCISABLE UNEXERCISABLE
- ------------------------------ ----------- -------- --------------------- ---------------------
<S> <C> <C> <C> <C>
Gordon D. Harnett 215,000/ $ 412,050/
Chairman of the Board, 30,000 $ -0-
President and
Chief Executive Officer
Carl Cramer 5,000/ $ 10,300/
Vice President Finance 9,000 $ -0-
and Chief Executive Officer
Craig B. Harlan 79,200/ $ 91,000/
Vice President 7,500 $ -0-
International - Europe
Stephen Freeman 29,800/ $ 76,950/
Vice President 10,200 $ 1,650
Alloy Products
Robert H. Rozek 77,200/ $ 149,435/
Senior Vice President 9,000 $ -0-
International
</TABLE>
LONG-TERM INCENTIVE PLANS -- AWARDS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
ESTIMATED FUTURE PAYOUTS
PERFORMANCE UNDER NON-STOCK PRICE-BASED
NUMBER OF OR OTHER PLANS
SHARES, UNITS PERIOD UNTIL --------------------------------
OR OTHER MATURATION OR THRESHOLD TARGET MAXIMUM
NAME RIGHTS (#)(1) PAYOUT (#) (#) (#)
- ------------------------------ ------------- -------------- --------- ------ -------
<S> <C> <C> <C> <C> <C>
Gordon D. Harnett 16,364 2 Years 2,727 10,909 16,364
Chairman of the Board,
President and
Chief Executive Officer
Carl Cramer 6,365 2 Years 1,061 4,243 6,365
Vice President Finance
and Chief Executive Officer
Craig B. Harlan 5,282 2 Years 880 3,521 5,282
Vice President
International -- Europe
Stephen Freeman 5,154 2 Years 859 3,436 5,154
Vice President
Alloy Products
Robert H. Rozek 4,614 2 Years 769 3,076 4,614
Senior Vice President
International
</TABLE>
- ---------------
(1) Amounts listed represent the aggregate number of Performance Restricted
Shares and Performance Shares awarded during 1995. The number of Performance
Restricted Shares included in the table for each named executive officer is
as follows: Mr. Harnett, 10,909; Mr. Cramer, 4,243; Mr. Harlan, 3,521; Mr.
Freeman, 3,436; and Mr. Rozek, 3,076. The number of Performance Shares
included in the table for each named executive is as follows: Mr. Harnett,
5,455; Mr. Cramer, 2,122; Mr. Harlan, 1,761; Mr. Freeman, 1,718; and Mr.
Rozek, 1,538.
10
<PAGE> 13
The above table presents information about Performance Restricted Shares
and Performance Shares awarded during the year pursuant to the 1995 Stock
Incentive Plan. Each Performance Restricted Share and Performance Share that is
earned entitles the holder to receive Common shares in accordance with the above
table, depending on the degree of achievement of a specified Company objective.
Performance Restricted Shares are issued at the time of award subject to
forfeiture and the Performance Shares are issued only at the end of the
performance period assuming the objectives are achieved. The Organization and
Compensation Committee established a threshold, target and maximum return on
invested capital over a two year period as the management objective for
determining such award. If the management objective is attained at the threshold
level, 25% of the Performance Restricted Shares will become nonforfeitable. All
of the Performance Restricted Shares will be earned if performance attains the
target level. If the management objective is attained over the threshold level,
but less than the target level, a proportionate number of Performance Restricted
Shares will become nonforfeitable. If the management objective is at the maximum
level, all the Performance Shares will be earned. If the management objective is
attained at a level between the target and maximum levels of achievement a
proportionate number of Performance Shares will be earned.
REPORT OF ORGANIZATION AND COMPENSATION COMMITTEE ON
EXECUTIVE COMPENSATION
The Organization and Compensation Committee of the Board of Directors (the
"Committee") is composed entirely of nonemployee directors. The Committee is
responsible for developing and making policy recommendations to the Board with
respect to the Company's executive compensation. In addition, the Committee,
pursuant to authority delegated by the Board, determines on an annual basis the
compensation to be paid to the Chief Executive Officer (the "CEO") and each of
the other executive officers of the Company.
COMPENSATION PHILOSOPHY -- PAY FOR PERFORMANCE
The Committee's compensation philosophy is to recognize superior results
with superior monetary rewards. Where results are below expectation, pay will
directly reflect the less-than-targeted performance.
TOTAL COMPENSATION STRATEGY
The executive compensation strategy is to attract and retain qualified
executives and to provide appropriate incentives to achieve the long-term
success of the Company and to enhance shareholder value over the long term. The
Company employs a total compensation strategy, taking into consideration base
pay, annual performance compensation and long-term incentives. Base salary is
generally established at moderately competitive levels, and greater weight is
put on the performance-driven portions of the compensation package.
In 1994, the Committee and management initiated an in-depth study of the
Company's total compensation practices for executives. The Company retained the
services of a nationally recognized compensation consultant to conduct the
study. The consultant utilized a variety of published and proprietary surveys to
determine appropriate total compensation levels for each position. These surveys
included data gathered from numerous companies in the metals industry and
general manufacturing, including surveys focusing on comparably-sized companies.
Accordingly, the survey samples were substantially broader than the group of
seven other companies used on the performance graph. The consultant met
independently with each Committee member and participated in Committee meetings.
The major result of this study was the decision to refocus the long-term
component of executive compensation from reliance on stock options and cash
awards to include stock awards based on achievement of predetermined, long-term
financial objectives. The cash incentive program, which was based in part on
achieving an annual return on invested capital, was changed to a stock award
based on the
11
<PAGE> 14
attainment of predetermined performance goals over an initial two-year period
and three-year periods thereafter. These changes were implemented by means of
the 1995 Stock Incentive Plan, which was approved by shareholders at the 1995
annual meeting.
BASE SALARY
Base salaries are established by the Committee based on an executive's job
responsibilities, level of experience, individual performance and contribution
to the business. As a result of the above-mentioned 1994 total compensation
study, executive base salary changes in 1995 were reflective of adjustments to
those executives whose base salaries were less than market median (50th
percentile) and general market increases of approximately 4% for those who were
already at that level. The CEO's base salary was determined to be less than
market median, and was, therefore, increased by the Committee from $322,500 to
$360,000.
ANNUAL PERFORMANCE COMPENSATION
A Management Performance Compensation Plan (the "Plan") provides for
annual, single-sum cash payments that are based on achieving preestablished
financial objectives. These objectives are established by the Committee on an
annual basis. The CEO's annual performance compensation is based entirely on
financial performance and is 100% dependent on total Company results. The other
executive officers' annual performance compensation is primarily based on
financial performance and is dependent on Company results or relevant business
unit results.
The percentage of base salary available for annual performance compensation
under the Plan varies according to the level of the individual's responsibility.
The CEO could attain 52% of base pay for achieving the targeted objective, 78%
for exceeding the maximum objective, and 0% if the minimum objective is not
attained. Likewise, the other executive officers could achieve 17% to 37%, 25.5%
to 55.5%, and 0%, respectively. In 1995, the Company's targeted objective, which
was based on operating income, was slightly exceeded which resulted in cash
payouts of 53% to the CEO and up to 38% to the other executive officers.
LONG-TERM INCENTIVES
STOCK INCENTIVE PLAN
The shareholder-approved 1995 Stock Incentive Plan (the "Incentive Plan")
was designed to afford the Committee flexibility in making awards to align the
Company's long-term incentives more closely with shareholder interests. In
accordance with the Incentive Plan, in early 1995 the Committee established
Management Objectives for an abbreviated, two-year performance period for 1995
and 1996. Eligible participants were granted combined awards of Performance
Restricted Shares and Performance Shares, which will be earned only if the
management objectives specified by the Committee are reached during the
performance period.
The number of shares covered by each individual's award of Performance
Restricted Shares and Performance Shares under the Incentive Plan was determined
by the Committee by applying a factor to the base salary of each individual. The
CEO's 1995 award gave him the opportunity to earn Performance Restricted Shares
equivalent to 50% of base pay in effect at January 1, 1995 divided by the stock
price at the date of grant (February 7, 1995). As indicated in the table on page
10, the CEO was granted 10,909 Performance Restricted Shares, together with one
half that number of Performance Shares. Performance Restricted Shares were
actually issued at the time the awards were made, but will be forfeited to the
extent the goals specified by the Committee are not met. The Performance Share
portion of the award will only result in the issuance of shares if performance
over the two-year performance period exceeds target.
12
<PAGE> 15
The Committee established return on invested capital as the management
objective for determining the award for the CEO and the other executive
officers, with the exception of two business unit leaders who will be measured
on return on assets for their business unit.
The other executive officers have an opportunity to receive Performance
Restricted Shares equivalent to 15% to 35% of base pay in effect at January 1,
1995 divided by the stock price at the date of grant. In addition one half of
the number of Performance Restricted Shares were also granted in the form of
Performance Shares. The same method of share calculations utilized for the
determination of the CEO's long-term compensation also applies to the other
executive officers.
STOCK OPTIONS
Stock options are typically granted annually to executives and other
selected employees whose contributions and skills are important to the long-term
success of the Company. The options are granted with an exercise price equal to
the market price of the Company's stock on the day of grant, and vest over a
period of up to four years and expire after ten years.
In 1995, a total of 135 selected employees were awarded options. The
overall number of option shares granted was approximately 1.2% of total shares
outstanding which reflects an aggregate reduction from prior years (1994, 1.3%,
1993, 1.5%). The Committee decided on option amounts for the CEO and executive
officers based on the Committee's judgment of their individual performance and
on market competitive analysis for total compensation based upon the
above-mentioned study by the external compensation consultant.
Finally, the Company did institute a limited share buyback program in 1995
to allow for stock dilution that may occur as a result of the above programs.
DEDUCTIBILITY OF COMPENSATION IN EXCESS OF $1 MILLION A YEAR
In 1993, Congress enacted Section 162(m) of the Internal Revenue Code of
1986, effective for tax years beginning in 1994. This legislation precludes a
public corporation from taking a deduction for compensation in excess of $1
million per year for its CEO or any of its four other highest-paid executive
officers. However, certain performance-based compensation is specifically exempt
from the deduction limit. The limitation has no immediate applicability to the
Company. However, any compensation derived from Performance Restricted Shares or
Performance Shares awarded during 1995 under the Incentive Plan is expected to
be exempt from the limit on corporate tax deduction.
The foregoing report has been furnished by the Committee.
William P. Madar (Chairman)
Albert C. Bersticker
Charles F. Brush, III
Gerald C. McDonough
Robert M. McInnes
13
<PAGE> 16
CUMULATIVE TOTAL SHAREHOLDER RETURN
The following graph sets forth the cumulative shareholder return on the
Company's Common Stock as compared to the cumulative total return of (a) the S&P
500 Index for the five-year period ending December 31, 1995, and (b) the Dow
Jones Non-Ferrous U.S. Metals Index for the four-year period ending December 31,
1994 and a self-constructed index for the latest fiscal year. In 1995 the
Company was omitted from the Dow Jones Non-Ferrous U.S. Metals Index as part of
a reconfiguration of that index. The companies that, in addition to the Company,
formerly constituted the Dow Jones Non-Ferrous U.S. Metals Index are Alumax
Inc., Aluminum Co. of America, Asarco Inc., Magma Copper Co., Maxxam Inc.,
Phelps Dodge Corporation and Reynolds Metals. Since those companies may continue
to be viewed as an appropriate peer group for purposes of this comparison, the
Company prepared a self-constructed index of itself and those companies for
1995, which is reflected in the graph.
COMPARISON OF FIVE YEAR TOTAL RETURN*
<TABLE>
<CAPTION>
DJ NON-
MEASUREMENT PERIOD BRUSH WELLMAN FERROUS U.S.
(FISCAL YEAR COVERED) INC. S&P 500 METALS
<S> <C> <C> <C>
1990 100 100 100
1991 100 130 105
1992 115 140 118
1993 109 154 117
1994 134 152 142
1995 135 209 167
</TABLE>
* Assumes that the value of the Common Stock of Brush Wellman Inc. and each
index was $100 on December 31, 1990 and that all dividends were reinvested.
14
<PAGE> 17
PENSION AND RETIREMENT BENEFITS
The Company's Pension Plan for Salaried Employees is a defined benefit
plan. The following table shows the estimated annual pension benefits under the
Salaried Pension Plan as well as benefits provided under the Company's
Supplemental Retirement Benefit Plan, to the extent that they supplement
benefits provided under the Salaried Pension Plan, which would be payable,
without reduction for any optional form of payment, to employees in various
compensation classifications upon retirement in 1995 at age 65 after selected
periods of service:
PENSION PLAN TABLE
<TABLE>
<CAPTION>
FINAL AVERAGE YEARS OF SERVICE AT AGE 65
ANNUAL PAY -------------------------------------------------------------------------
AT AGE 65 10 YEARS 15 YEARS 20 YEARS 25 YEARS 30 YEARS 35 YEARS
- ------------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
$ 150,000 $ 30,000 $ 45,000 $ 52,500 $ 60,000 $ 67,500 $ 75,000
200,000 40,000 60,000 70,000 80,000 90,000 100,000
300,000 60,000 90,000 105,000 120,000 135,000 150,000
400,000 80,000 120,000 140,000 160,000 180,000 200,000
500,000 100,000 150,000 175,000 200,000 225,000 250,000
600,000 120,000 180,000 210,000 240,000 270,000 300,000
700,000 140,000 210,000 245,000 280,000 315,000 350,000
800,000 160,000 240,000 280,000 320,000 360,000 400,000
900,000 180,000 270,000 315,000 360,000 405,000 450,000
</TABLE>
The compensation covered by the Salaried Pension Plan and the Supplemental
Retirement Benefit Plan is regular base salary, sales commissions, and
performance compensation. The compensation covered by the Salaried Pension Plan
and the Supplemental Retirement Benefit Plan is the same as the amounts shown in
the salary and bonus columns of the Summary Compensation Table on page 8.
Credited service for pension benefit purposes for Messrs. Harnett, Cramer,
Harlan, Freeman and Rozek is 19, 1, 19, 3 and 35, respectively. The Supplemental
Retirement Benefit Plan adds 14 years to Mr. Harnett's Brush Wellman Inc.
pension service. The amounts shown in the above table are computed on the basis
of a straight-life annuity (for the employee's life only) and are shown without
reduction for Social Security benefits or other offset amounts. The benefits
shown in the above table are subject to reductions based on Social Security
benefit amounts and, in the case of Mr. Harnett, for certain pension benefits
from previous employers.
EMPLOYMENT AGREEMENTS
The Company has entered into employment agreements with certain senior
executives, including all of the executive officers named in the Summary
Compensation Table on page 8. These agreements provide certain benefits to the
senior executives in the event there is a change in control of the Company. The
material aspects of the employment agreements are summarized below.
In general, a change in control of the Company is deemed to have occurred
whenever:
(i) the Board of Directors fails to include a majority of directors
who are either "Original Directors" (those in office on February 20, 1989)
or "Approved Directors" (those who, after February 20, 1989, are elected,
or are nominated for election by the shareholders, by a vote of at least
two-thirds of the Original Directors and the Approved Directors, if any);
(ii) any "person" (as defined in Section 1701.01(G) of the Ohio
General Corporation Law) shall have accumulated shares exceeding specified
threshold levels (one-fifth, one-
15
<PAGE> 18
third or a majority) of the Company's voting power without first having
obtained the shareholder approval required by, and otherwise complied with,
the Ohio Control Share Acquisition Act (principally Section 1701.831 of the
Ohio General Corporation Law); or
(iii) the Board of Directors determines in good faith that (a) any
particular actual or proposed accumulation of Company shares, tender offer,
merger, consolidation, sale of assets, proxy contest or other event or
series of events will, or is likely to, if carried out, result in a
situation specified in (i) or (ii) above and (b) it is in the best
interests of the Company and its shareholders, and will serve the intended
purposes of the agreements, if the agreements thereupon become immediately
operative.
In the event of such a change in control, each executive will (if then an
employee of the Company) remain employed in substantially his then position for
four years or, if earlier, until the first to occur of the death of the
executive or his reaching age 65 (the "Window Period"). During the Window
Period, he will receive an annual amount at least equal to his salary rate in
effect at the beginning of the Window Period (or, if higher, his salary rate at
any time during the two full calendar years immediately preceding the change in
control) plus the highest incentive compensation award received by him in any of
the prior three years. In addition, he is entitled during the Window Period to
continue to participate in all Company benefit plans in which he was
participating and to receive all perquisites which were available to him (or to
other benefits and perquisites at the same level as those he enjoyed) at the
time of the change in control.
After a change in control, the executive may be terminated by the Company
for "cause" (the commission of a felony). If he is terminated without cause, or
if he terminates for any of the specified reasons described below, he will be
entitled to receive in a lump sum payment the present value of the remaining
aggregate direct remuneration (salary and incentive compensation) which would
otherwise have been paid to him for the remainder of the Window Period. The
Company is obligated to secure these payments through a trust to be funded at or
prior to the time of any change in control. The executive will also be entitled
in such a case to the continuation of benefits and perquisites. The agreements
include procedures intended to provide that none of the foregoing will
constitute "parachute payments" under Section 280G of the Internal Revenue Code
of 1986, as amended (the "Code"). In general, tax penalties would be imposed on
the executive and the Company if any of the foregoing were determined to
constitute parachute payments. The executive may terminate employment with the
Company and still be entitled to receive the payments specified above in the
event of: (a) his good faith determination that, due to changed circumstances
significantly affecting his position with the Company, he is unable to carry out
his duties and responsibilities; (b) any reduction in compensation or any
substantial reduction in position; or (c) any requirement that he have as his
principal office any place more than 50 miles from his principal residence at
the time of the change in control.
If the executive is terminated without cause, or if the executive
terminates for any of the reasons specified above, he is, in general, obligated
for a period of two years (or, if less, the balance of the Window Period) to use
reasonable efforts to seek other comparable employment. He is also generally
obligated to pay over to the Company 50% of all employment income from other
employers earned by him during that time and is subject for the same time to
specified prohibitions on competition.
The Company is obligated to pay all attorneys' and related fees and
expenses incurred by an executive as a result of the Company's failure to
perform its obligations under his agreement or as a result of specified
challenges to the validity or enforceability of, or the executive's performance
under, such agreement. This obligation of the Company must be secured by
insurance or as the Board of Directors otherwise determines.
16
<PAGE> 19
In determining whether the Window Period commences, the agreements continue
for five years. They will thereafter continue for successive two year increments
unless either the Company or the executive gives a specified notice to the
other.
RELATED PARTY TRANSACTIONS
The Company has retained McDonald & Company Securities, Inc. as co-agent
with respect to a $75 million Medium-Term Note program. Mr. Carr, a director of
the Company, is Managing Director, Corporate Finance of McDonald & Company
Securities, Inc.
APPOINTMENT OF AUDITORS
The Board of Directors recommends ratification and approval of the
appointment of Ernst & Young LLP, independent auditors, to audit the books and
accounts of the Company for the year 1996. This proposal will be approved if a
majority of the votes cast on this proposal at the annual meeting are in favor
of the proposal.
It is expected that a representative of Ernst & Young LLP will attend the
meeting, with the opportunity to make a statement if he so desires and will be
available to answer appropriate questions.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THIS PROPOSAL.
SUBMISSION OF SHAREHOLDER PROPOSALS
Proposals of shareholders intended to be presented at the annual meeting of
shareholders in 1997 must be received by the Company at 17876 St. Clair Avenue,
Cleveland, Ohio, 44110, Attention: Secretary for inclusion in the Company's
proxy statement and form of proxy for that meeting not later than November 18,
1996.
GENERAL
The Company does not know of any matters to be brought before the meeting
except as indicated in the notice. However, if any other matters properly come
before the meeting for action, it is intended that the person authorized under
solicited proxies may vote or act thereon in accordance with his own judgment.
By order of the Board of Directors.
BRUSH WELLMAN INC.
MICHAEL C. HASYCHAK
Secretary
Cleveland, Ohio
March 18, 1996
17
<PAGE> 20
BRUSH WELLMAN INC.
P SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
R
O The undersigned appoints Gordon D. Harnett, or if he is unable or
X unwilling to act, then Michael C. Hasychak, with full power of
Y substitution, to vote and act for and in the name of the
undersigned as fully as the undersigned could vote and act if
personally present at the annual meeting of shareholders
of Brush Wellman Inc. to be held on May 7, 1996 and at any
adjournment or postponement thereof:
<TABLE>
<S> <C>
Election of Directors, Nominees: (change of address)
Albert C. Bersticker, Dr. Charles F. Brush III and David L. Burner _________________________
_________________________
_________________________
_________________________
(If you have written in the above
space, please mark the
corresponding box on the reverse
side of this card.)
</TABLE>
YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICES BY MARKING THE APPROPRIATE
BOXES, (SEE REVERSE SIDE), BUT YOU NEED NOT MARK ANY BOXES IF YOU WISH
TO VOTE IN ACCORDANCE WITH THE BOARD OF DIRECTORS' RECOMMENDATIONS.
THE PROXIES CANNOT VOTE YOUR SHARES UNLESS YOU SIGN AND RETURN THIS CARD.
SEE REVERSE
SIDE
<PAGE> 21
<TABLE>
<S> <C> <C>
[ X ] PLEASE MARK YOUR SHARES IN YOUR NAME REINVESTMENT SHARES
VOTES AS IN THIS
EXAMPLE.
</TABLE>
<TABLE>
<CAPTION>
FOR WITHHELD FOR AGAINST ABSTAIN
<S> <C> <C>
1. Election of [ ] [ ] 2. Confirming the appoint- [ ] [ ] [ ]
Directors ment of Ernst & Young LLP
(see reverse) as independent auditors
of the Company.
For, except vote withheld from
the following nominee(s): 3. In accordance with his judgment upon any other
______________________________ matter properly presented.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS
DIRECTED OR, IF DIRECTIONS ARE NOT INDICATED, WILL BE VOTED
FOR THE ELECTION OF DIRECTORS AND FOR ITEM 2.
Change
of [ ]
Address PLEASE SIGN, DATE AND RETURN YOUR PROXY
PROMPTLY IN THE ENCLOSED ENVELOPE WHICH
Attend [ ] REQUIRES NO POSTAGE
Meeting
</TABLE>
SIGNATURE(S) ___________________________________________ DATE _________
SIGNATURE(S) ___________________________________________ DATE _________
NOTE: Please sign exactly as name appears hereon. Joint owners should each
sign. When signing as attorney, executor, administrator, trustee or
guardian, please add your title as such.
<PAGE> 22
CONFIDENTIAL VOTING INSTRUCTIONS
TO: THE NORTHERN TRUST COMPANY, TRUSTEE UNDER THE BRUSH WELLMAN INC. PAYSOP
Pursuant to section 6.8 of the Brush Wellman Inc. Savings and
Investment Plan, the undersigned as a participant in the Plan hereby
directs the Trustee to vote (in person or by proxy) all shares of
Common Stock of Brush Wellman Inc. credited to the undersigned's PAYSOP
Contribution Account under the Plan on the record date for the annual
meeting of shareholders of Brush Wellman Inc. to be held on May 7, 1996
and at any adjournment or postponement thereof, on the following
matters as checked below:
Election of Directors, Nominees:
Albert C. Bersticker, Dr. Charles F. Brush III and David L. Burner
YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICES BY MARKING THE APPROPRIATE
BOXES, (SEE REVERSE SIDE), BUT YOU NEED NOT MARK ANY BOXES IF YOU WISH
TO VOTE IN ACCORDANCE WITH THE BOARD OF DIRECTORS' RECOMMENDATIONS. THE
PROXIES CANNOT VOTE YOUR SHARES UNLESS YOU SIGN AND RETURN THIS CARD.
SEE REVERSE
SIDE
<PAGE> 23
[ X ] PLEASE MARK YOUR
VOTES AS IN THIS
EXAMPLE.
<TABLE>
<CAPTION>
FOR WITHHELD FOR AGAINST ABSTAIN
<S> <C> <C>
1. Election of [ ] [ ] 2. Confirming the appoint- [ ] [ ] [ ]
Directors ment of Ernst & Young LLP
(see reverse) as independent auditors
of the Company.
For, except vote withheld from
the following nominee(s): 3. In accordance with his judgment upon any other
______________________________ matter properly presented.
PLEASE SIGN EXACTLY AS NAME APPEARS
BELOW. THE TRUSTEE SHALL NOT VOTE SHARES
OF THE COMPANY FOR WHICH IT DOES NOT
RECEIVE INSTRUCTIONS.
THIS CONFIDENTIAL VOTING INSTRUCTIONS CARD WILL BE SEEN
ONLY BY AUTHORIZED PERSONNEL OF THE TRUSTEE. THE SHARES
REPRESENTED BY THIS CARD WILL BE VOTED AS DIRECTED, OR IF
DIRECTIONS ARE NOT INDICATED BUT THIS CARD IS EXECUTED AND
RETURNED, WILL BE VOTED FOR THE ELECTION OF DIRECTORS AND
FOR ITEM 2.
PLEASE SIGN, DATE AND RETURN YOUR VOTING CARD PROMPTLY IN
THE ENCLOSED ENVELOPE WHICH REQUIRES NO POSTAGE
</TABLE>
SIGNATURE ______________________________________________ DATE _________
NOTE: Please sign exactly as name appears hereon. When signing as attorney,
executor, administrator, trustee or guardian, please add your title
as such.
<PAGE> 24
CONFIDENTIAL VOTING INSTRUCTIONS
TO: THE NORTHERN TRUST COMPANY, TRUSTEE UNDER THE BRUSH WELLMAN INC.
SAVINGS AND INVESTMENT PLAN.
Pursuant to section 6.8 of the Brush Wellman Inc. Savings and
Investment Plan, the undersigned as a participant in the Plan hereby
directs the Trustee to vote (in person or by proxy) all shares of
Common Stock of Brush Wellman Inc. credited to the undersigned's
account (other than shares credited under the PAYSOP Contribution
Account) under the Plan on the record date for the annual meeting of
shareholders of Brush Wellman Inc. to be held on May 7, 1996 and at any
adjournment or postponement thereof, on the following matters as
checked below:
Election of Directors, Nominees:
Albert C. Bersticker, Dr. Charles F. Brush III and David L. Burner
YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICES BY MARKING THE APPROPRIATE
BOXES, (SEE REVERSE SIDE), BUT YOU NEED NOT MARK ANY BOXES IF YOU WISH
TO VOTE IN ACCORDANCE WITH THE BOARD OF DIRECTORS' RECOMMENDATIONS. THE
PROXIES CANNOT VOTE YOUR SHARES UNLESS YOU SIGN AND RETURN THIS CARD.
SEE REVERSE
SIDE
<PAGE> 25
[ X ] PLEASE MARK YOUR
VOTES AS IN THIS
EXAMPLE.
<TABLE>
<CAPTION>
FOR WITHHELD FOR AGAINST ABSTAIN
<S> <C>
1. Election of [ ] [ ] 2. Confirming the appoint- [ ] [ ] [ ]
Directors ment of Ernst & Young LLP
(see reverse) as independent auditors
of the Company.
For, except vote withheld from
the following nominee(s): 3. In accordance with his judgment upon any other
______________________________ matter properly presented.
PLEASE SIGN EXACTLY AS NAME APPEARS
BELOW. THE TRUSTEE SHALL VOTE SHARES OF
THE COMPANY FOR WHICH IT DOES NOT RECEIVE
INSTRUCTIONS IN THE SAME PROPORTION AS
SUCH SHARES FOR WHICH IT RECEIVES VOTING
INSTRUCTIONS.
THIS CONFIDENTIAL VOTING INSTRUCTIONS CARD WILL BE SEEN
ONLY BY AUTHORIZED PERSONNEL OF THE TRUSTEE. THE
SHARES REPRESENTED BY THIS CARD WILL BE VOTED AS
DIRECTED, OR IF DIRECTIONS ARE NOT INDICATED BUT THIS
CARD IS EXECUTED AND RETURNED, WILL BE VOTED FOR THE
ELECTION OF DIRECTORS AND FOR ITEM 2.
PLEASE SIGN, DATE AND RETURN YOUR VOTING
CARD PROMPTLY IN THE ENCLOSED ENVELOPE
WHICH REQUIRES NO POSTAGE
</TABLE>
SIGNATURE(S) ___________________________________________ DATE _________
NOTE: Please sign exactly as name appears hereon. Joint owners should each
sign. When signing as attorney, executor, administrator, trustee or
guardian, please add your title as such.
