<PAGE> 1
================================================================================
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:
<TABLE>
<S> <C>
[ ] 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
</TABLE>
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):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies: .......
(2) Aggregate number of securities to which transaction applies: ..........
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined): ............
(4) Proposed maximum aggregate value of transaction: ......................
(5) Total fee paid: .......................................................
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid: ...............................................
(2) Form, Schedule or Registration Statement No.: .........................
(3) Filing Party: .........................................................
(4) Date Filed: ...........................................................
================================================================================
<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 6, 1997 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 1997.
(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 10, 1997 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 17, 1997
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 17, 1997
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 6, 1997.
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 10, 1997, the record date for the meeting, the Company had
outstanding and entitled to vote 16,286,119 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 Gordon D. Harnett, William P. Madar and Robert M. McInnes as
directors for a term of three years and until the election of their successors.
Mr. Piper will retire upon the expiration of his term on May 6, 1997. In
addition, Gerald C. McDonough has indicated that he will retire after the
meeting of the Board to be held on May 6, 1997. Pursuant to the Company's Code
of Regulations, the class of directors whose terms expire in 1997 will be
reduced from four to three upon Mr. Piper's retirement, and the class of
directors whose terms expire in 1998 will be reduced from four to three upon Mr.
McDonough's retirement.
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 2000 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 -- 54
</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 Vice Chairman and Chief Executive Officer,
Director since 1988 Nordson Corporation
Member -- Audit Committee, Nominating (industrial application equipment
Committee and Organization manufacturer)
and Compensation Committee
Age -- 57
</TABLE>
Mr. Madar was elected Vice Chairman and Chief Executive Officer of Nordson
Corporation effective August 2, 1996. Mr. Madar served as President and Chief
Executive Officer of Nordson Corporation since February 1986. He is a director
of Lubrizol Corporation, National City Bank, Cleveland and Nordson Corporation.
- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
ROBERT M. McINNES Business Consultant
Director since 1977
Member -- Nominating Committee,
Organization and Compensation
Committee and Finance Committee
Age -- 66
</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.
- --------------------------------------------------------------------------------
2
<PAGE> 5
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
DIRECTORS WHOSE TERMS END IN 1999 CURRENT EMPLOYMENT
<S> <C>
</TABLE>
- --------------------------------------------------------------------------------
<TABLE>
<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 -- 62
</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,
Audit and Organization
and Compensation Committee
Age -- 73
</TABLE>
There has been no change in Dr. Brush's occupation during the past five years.
- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
DAVID L. BURNER President and Chief Executive Officer,
Director since 1995 The B.F.Goodrich Company
Member -- Audit Committee and (aerospace and specialty chemicals)
Finance Committee
Age -- 57
</TABLE>
Mr. Burner was elected President and Chief Executive Officer of The B.F.Goodrich
Company effective December 1996. He had served as President since 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.
- --------------------------------------------------------------------------------
<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
and Nominating Committee firm)
Age -- 69
</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 -- 68
</TABLE>
Mr. McDonough was Chairman and Chief Executive Officer of Leaseway
Transportation Corp. until his retirement in 1988. He is a director of
Associated Estates Realty Corporation, CUNO Incorporated, Commercial Intertech
Corp., York International Corp. and is also a Trustee of the Fidelity Funds.
- --------------------------------------------------------------------------------
3
<PAGE> 6
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
DIRECTORS FOR TERMS ENDING IN 1998 CURRENT EMPLOYMENT
<S> <C>
</TABLE>
- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
JOHN SHERWIN, JR. President, Mid-Continent Ventures, Inc.
Director since 1981 (venture capital company)
Member -- Audit Committee
and Finance Committee
Age -- 58
</TABLE>
Mr. Sherwin has been President of Mid-Continent Ventures, Inc. during the past
five years.
- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
JAMES P. MOONEY Chairman and Chief Executive Officer,
Director since 1996 OM Group, Inc.
Member -- Finance Committee (Specialty Chemicals)
Age -- 49
</TABLE>
Mr. Mooney has been Chairman of the Board and Chief Executive Officer of OM
Group, Inc. since 1991. He is a director of OM Group, Inc. and a member of the
Board of Trustees of Quincy University.
================================================================================
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 1996. 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 1996. 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 1996. 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 1996.
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.
The Board of Directors held eight meetings in 1996. 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 1996.
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
4
<PAGE> 7
additional $1,000 on an annual basis. In addition each director who is not an
officer of the Company receives a fixed meeting fee of $17,500 on an annual
basis.
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 1996 directors elected to
receive an aggregate of $102,000 ($138,000 for 1997) 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. One director received a grant on October 2, 1996 for
5,000 shares of the Company's Common Stock at an exercise price of $19.06. 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 one
future director upon election or appointment to the Board. Unless extended,
however, the Plan will terminate on May 8, 1997.
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, 1997 by directors, each of the
executive officers named in the 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............ 6,674(2)(3) *
Dr. Charles F. Brush, III....... 328,436(2)(4) 1.9%
David L. Burner................. 7,380(2)(3) *
Frank B. Carr................... 20,000(2) *
William P. Madar................ 17,604(2)(3) *
Gerald C. McDonough............. 23,840(2)(3)(5) *
Robert M. McInnes............... 10,205(2)(3) *
James P. Mooney................. 510(3)
Henry G. Piper.................. 11,169(6) *
John Sherwin, Jr................ 23,129(2)(7) *
EXECUTIVE OFFICERS
Gordon D. Harnett............... 283,144(2) 1.7%
Carl Cramer..................... 25,823(2) *
Stephen Freeman................. 50,522(2) *
Craig B. Harlan................. 97,561(2) *
Robert H. Rozek................. 96,530(2) *
All directors and executive
officers as a group (21
persons)...................... 1,236,366(8) 7.3%
OTHER PERSONS
Trimark Financial Corporation
One First Canadian Place
Suite 5600, P.O. Box 487
Toronto, Ontario, Canada...... 1,574,000(9) 9.3%
Brush Wellman Inc. Savings and
Investment Plan............... 1,108,061(10) 6.5%
State of Wisconsin Investment
Board
P.O. Box 7842
Madison, Wisconsin............ 890,000(11) 5.2%
</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 power in respect of such
security or has the right to acquire such security within 60 days. The
shares shown in the table 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.
6
<PAGE> 9
(2) Includes shares covered by outstanding options exercisable within 60 days,
as follows: Mr. Harnett, 245,000; Mr. Cramer, 14,000; Mr. Harlan, 84,000;
Mr. Rozek, 83,500; Mr. Freeman, 40,000; 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, 1,174; Mr. Burner,
2,380; Mr. Madar, 11,404; Mr. McDonough, 15,440; Mr. McInnes, 1,105; and
Mr. Mooney, 510.
(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 698,520 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 Amendment No. 7 to
Schedule 13G filed with the Commission on January 16, 1997.
7
<PAGE> 10
EXECUTIVE OFFICER COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth total annual compensation earned during the
Company's last three fiscal 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
---------- PAYOUTS
SECURITIES ------- ALL OTHER
NAME AND ANNUAL COMPENSATION(1) UNDERLYING LTIP COMPEN-
PRINCIPAL ------------------------------ OPTIONS PAYOUTS SATION
POSITION YEAR SALARY($) BONUS($) (#) ($)(2) ($)(3)
- ------------------------------ ----- ------- ------- ---------- ------- ---------
<S> <C> <C> <C> <C> <C> <C>
Gordon D. Harnett 1996 366,222(4) 201,171(4) 0 170,145 16,305(4)
Chairman of the 1995 360,000(4) 191,412(4) 30,000 0 18,828(4)
Board, President and 1994 322,500(4) 253,500(4) 30,000 0 9,673(4)
Chief Executive Officer
Carl Cramer (4) 1996 200,850(5) 78,507 0 66,167 8,285(5)
Vice President Finance 1995 200,004 75,667 9,000 0 0
and Chief Financial 1994 18,940 -- 0 0 0
Officer
Craig B. Harlan 1996 176,376(6) 83,413 0 54,919 7,232(6)
Vice President 1995 169,750(6) 64,694 7,500 0 7,856(6)
International-Europe 1994 166,000 92,130 7,500 0 4,980
Stephen Freeman 1996 162,726(7) 76,958 0 53,595 6,721(7)
Vice President- 1995 162,000(7) 61,289 9,000 0 7,310(7)
Alloy Products 1994 146,041 81,651 10,000 0 4,381
Robert H. Rozek 1996 158,339(8) 61,891 0 47,980 6,487(8)
Senior Vice President- 1995 151,000(8) 57,884 9,000 0 6,944(8)
International 1994 138,348 80,475 10,000 0 4,150
</TABLE>
- ---------------
(1) No compensation was paid to any of the named executive officers that
requires disclosure as "Other Annual Compensation."
(2) Reflects Performance Restricted Shares awarded in 1995, which were earned by
the named Executive Officers for the performance period 1995 through 1996,
valued at the Company's Common stock price at February 4, 1997 plus
accumulated dividends earned on those shares. For information regarding
Performance Restricted Shares and Performance Shares granted in 1996, see
the table under Long-Term Incentive Plans -- Awards in Last Fiscal Year on
page 9 of this statement.
(3) Except as disclosed in (4), (5), (6), (7) and (8), amounts consist of
Company matching contributions to the Brush Wellman Inc. Savings and
Investment Plan.
(4) Salary for 1996, 1995 and 1994 includes deferred compensation of $18,202,
$18,900 and $5,200, respectively. Bonus for 1996, 1995 and 1994 includes
deferred compensation of $7,618, $6,085 and $8,910, respectively. All Other
Compensation for 1996, 1995 and 1994 includes deferred compensation in
respect of Company matching credits under the Brush Wellman Inc.
Supplemental Retirement Benefit Plan of $12,228, $13,905 and $2,600,
respectively.
(5) Mr. Cramer began employment with the Company in November 1994. Salary for
1996 includes deferred compensation of $12,652. All other compensation for
1996 includes deferred compensation in respect of Company matching credits
under the Brush Wellman Inc. Supplemental Retirement Benefit Plan of $7,575.
(6) Salary for 1996 and 1995 includes deferred compensation of $5,464 and
$6,713, respectively. All Other Compensation for 1996 and 1995 includes
deferred compensation in respect of Company matching credits under the Brush
Wellman Inc. Supplemental Retirement Benefit Plan of $2,732 and $3,356,
respectively.
(7) Salary for 1996 and 1995 includes deferred compensation of $7,401 and
$9,365, respectively. All Other Compensation for 1996 and 1995 includes
deferred compensation in respect of Company matching credits under the Brush
Wellman Inc. Supplemental Retirement Benefit Plan of $2,221 and $2,810,
respectively.
(8) Salary for 1996 and 1995 includes deferred compensation of $3,973 and
$4,889, respectively. All Other Compensation for 1995 includes deferred
compensation in respect of Company matching credits under the Brush Wellman
Inc. Supplemental Retirement Benefit Plan of $1,987 and $2,444,
respectively.
8
<PAGE> 11
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
The following table provides information concerning unexercised stock
options held by the executive officers included in the Summary Compensation
Table and the value of such officers' unexercised options at December 31, 1996.
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES UNDERLYING
UNEXERCISED OPTIONS VALUE OF UNEXERCISED
SHARES AT DECEMBER 31, IN-THE-MONEY OPTIONS
ACQUIRED VALUE 1996(#) AT DECEMBER 31,
ON EXERCISE REALIZED EXERCISABLE/ 1996($) EXERCISABLE/
NAME (#) ($) UNEXERCISABLE UNEXERCISABLE
- ------------------------------ ----------- -------- --------------------- ---------------------
<S> <C> <C> <C> <C>
Gordon D. Harnett -0- -0- 245,000/ $ 223,925/
Chairman of the Board, -0- -0- -0- $ -0-
President and
Chief Executive Officer
Carl Cramer -0- -0- 14,000/ $ 5,925/
Vice President Finance -0- -0- -0- $ -0-
and Chief Financial
Officer
Craig B. Harlan -0- -0- 84,000/ $ 58,187/
Vice President -0- -0- -0- $ -0-
International-Europe
Stephen Freeman -0- -0- 40,000/ $ 51,670/
Vice President- -0- -0- -0- $ -0-
Alloy Products
Robert H. Rozek -0- -0- 83,500/ $ 104,372/
Senior Vice President- -0- -0- -0- $ -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 29,459 3 Years 4,910 19,639 29,459
Chairman of the Board,
President and
Chief Executive Officer
Carl Cramer 11,310 3 Years 1,885 7,540 11,310
Vice President Finance
and Chief Financial
Officer
Craig B. Harlan 9,932 3 Years 1,655 6,621 9,932
Vice President
International-Europe
Stephen Freeman 9,164 3 Years 1,527 6,109 9,164
Vice President-
Alloy Products
Robert H. Rozek 8,916 3 Years 1,486 5,944 8,916
Senior Vice President-
International
</TABLE>
- ---------------
(1) Amounts listed represent the aggregate number of Performance Restricted
Shares and Performance Shares awarded during 1996. The number of Performance
Restricted Shares included in the table for each named executive officer is
as follows: Mr. Harnett, 19,639; Mr. Cramer, 7,540; Mr. Harlan, 6,621; Mr.
Freeman, 6,109; and Mr. Rozek, 5,944. The number of Performance Shares
included in the table for each named executive officer is as follows: Mr.
Harnett, 9,820; Mr. Cramer, 3,770; Mr. Harlan, 3,311; Mr. Freeman, 3,055;
and Mr. Rozek, 2,972.
9
<PAGE> 12
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 three 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.
BASE SALARY
During 1994 and 1995, the Committee completed a comprehensive review of
salary levels as part of an overall evaluation of the Company's executive
compensation posture, and certain salary levels were adjusted to reflect market
conditions. In 1996, average base salary increases were somewhat less than
generally published average market increases. Executive base salaries, including
the CEO's, were increased by 3%. In addition, a long standing car allowance,
available only to the CEO and certain officers who were employees prior to 1992,
was discontinued and rolled into base pay.
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
10
<PAGE> 13
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 also completely based on financial performance and
is dependent on Company results and/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 may 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 may achieve 37%, 55.5%, and 0%,
respectively. In 1996, the Company's targeted objective, which was based on
earnings per share, was slightly exceeded, which resulted in cash payouts of 54%
of base pay to the CEO and from 50% to 26% of base pay 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 interest. The
Incentive Plan provides the Committee the ability to design stock-based
incentives for the achievement of superior results over specified periods.
In accordance with the Incentive Plan, in early 1995, the Committee
established management objectives for an initial two-year performance period
beginning January 1, 1995 through December 31, 1996. Eligible participants were
granted combined awards of Performance Restricted Shares and Performance Shares,
which are earned only if the management objectives specified by the Committee
are reached during the performance period. All of the Performance Restricted
Shares covered by an award could be earned if the management objectives set by
the Committee are attained at target level. Performance Shares, however, could
only become payable for performance above target.
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
average stock price at the date of grant (February 7, 1995). The CEO was granted
10,909 Performance Restricted Shares, together with one half that number of
Performance Shares.
The Committee established return on invested capital ("ROIC") as the
management objective for the 1995 and 1996 performance period. Since the level
of ROIC attained for the performance period January 1, 1995, through December
31, 1996, as determined by the Committee on February 4, 1997, was slightly below
target, 82.5% of each award of Performance Restricted Shares was earned. The CEO
earned 9,000 Performance Restricted Shares for the performance period. There
were no Performance Shares earned, and 1,909 Performance Restricted Shares were
forfeited of the 10,909 granted to the CEO.
The other executive officers had 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. In general, the same standards utilized for the
determination of the CEO's long-term compensation also applied to the other
executive officers. The Committee established ROIC and Return on Assets as the
management objective for executive officers for the 1995 and 1996 performance
period. The executive officers earned 82.5% of their awards of Restricted
Performance Shares for the 1995-1996 period and forfeited
11
<PAGE> 14
the balance. One executive officer who is responsible for a business unit earned
0%. Another executive officer who is responsible for another business unit
earned 100% of his Restricted Performance Share and Performance Share awards.
A second performance period of three years, from January 1,1996 through
December 31, 1998, was initiated by the Committee in early 1996 and management
objectives were established that exceeded the targets of the prior performance
period. In accordance with the Incentive Plan, awards were granted by applying a
factor of base salary for each eligible individual. The CEO's 1996-1998 award
gives him the opportunity to earn Performance Restricted Shares equivalent to
100% of base pay in effect at January 1, 1996 based on the average stock price
at the date of grant (February 6, 1996). The CEO was granted 19,639 Performance
Restricted Shares, together with one half that number of Performance Shares as
with the prior awards. Performance Restricted Shares will be forfeited to the
extent the goals specified by the Committee are not met and the Performance
Share portion of the award will only result in the issuance of shares if
performance over the three year performance period exceeds target.
The other executive officers also received awards in accordance with the
Incentive Plan. Their opportunity to receive Performance Restricted Shares for
the 1996 through 1998 performance period was equivalent to 45% to 70% of base
pay in effect at January 1, 1996. In addition, one half of the number of
Performance Restricted Shares were also granted in the form of Performance
Shares. The same standards utilized for the determination of the CEO's long-term
compensation will apply to the other executive officers.
STOCK OPTIONS
In 1996, no stock options were granted by the Committee to Executive
Officers.
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 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
12
<PAGE> 15
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, 1996, and (b) a
self-constructed index consisting of the Company, Cabot Corporation, Carpenter
Technology Corp., Chase Brass Industries Inc., Handy and Harmon Inc., Olin
Corporation, Precision Castparts Corp. and Worthington Industries, Inc. The
Company previously compared itself to a peer group that had previously
constituted the Dow Jones Non-Ferrous U.S. Metals Index. The old index consisted
of the Company, Alumax Inc., Aluminum Co. of America, Asarco Inc., Magna Copper
Co., Maxxam Inc., Phelps Dodge Corporation and Reynolds Metal. The new
self-constructed index is viewed as a more appropriate peer group for purposes
of this comparison.(1)
COMPARISON OF FIVE YEAR TOTAL RETURN(2)
<TABLE>
<CAPTION>
CURRENT SELF- DJ NON-FERROUS
MEASUREMENT PERIOD BRUSH WELLMAN CONSTRUCTED U.S. METALS
(FISCAL YEAR COVERED) INC. S&P 500 INDEX PREVIOUS
<S> <C> <C> <C> <C>
1991 100 100 100 100
1992 115 108 110 113
1993 109 118 142 112
1994 134 120 150 136
1995 135 165 225 159
1996 132 203 228 176
</TABLE>
(1) The Company is the world's leading supplier of beryllium, and a producer of
a diverse group of engineered materials, including metals, alloys, ceramics,
specialty clad metals and precious metal products. Most competitors are
either divisions or subsidiaries of larger corporations, or privately-held
companies. As such, the Company does not fit easily into any standardized
peer company listing. A customized peer group has been developed, consisting
of specialty engineered materials producers which either compete directly
with the Company for major portions of their business, operate using similar
production technologies, or serve similar markets.
(2) Assumes that the value of the Common Stock of Brush Wellman Inc. and each
index was $100 on December 31, 1991 and that all dividends were reinvested.
13
<PAGE> 16
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 1996 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 20, 2, 20, 4 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-
14
<PAGE> 17
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.
15
<PAGE> 18
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 1997. 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 1998 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 17,
1997.
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 17, 1997
16
<PAGE> 19
DETACH CARD
- --------------------------------------------------------------------------------
BRUSH WELLMAN INC. -- PROXY
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned appoints Gordon D. Harnett, or if he is unable or unwilling to
act, then Michael C. Hasychak, with full power of 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 6, 1997 and at any adjournment or postponement
thereof:
THE BOARD OF TRUSTEES RECOMMENDS A VOTE "FOR" ALL NOMINEES IN PROPOSAL 1
<TABLE>
<S> <C>
1. ELECTION OF DIRECTORS, Nominees: WITHHOLD AUTHORITY [ ]
FOR all nominees listed below [ ] to vote for all nominees listed below
(except as indicated to the contrary below)
</TABLE>
Gordon D. Harnett, William P. Madar, Robert M. McInnes
INSTRUCTION: (TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE WRITE
THAT NOMINEE'S NAME IN THE SPACE PROVIDED BELOW)
-----------------------------------------------------------------------------
2. Confirming the appointment of Ernst & Young LLP as independent auditors of
the Company.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
(CONTINUED, AND TO BE SIGNED ON OTHER SIDE)
<PAGE> 20
DETACH CARD
- --------------------------------------------------------------------------------
PROXY NO. SHARES
(Continued from the other side)
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.
Dated................, 1997
...........................
Signature
...........................
Signature
...........................
Title
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.
PLEASE SIGN, DATE AND RETURN YOUR PROXY
PROMPTLY
IN THE ENCLOSED ENVELOPE WHICH REQUIRES NO
POSTAGE.
<PAGE> 21
DETACH CARD
- --------------------------------------------------------------------------------
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 6, 1997 and at any adjournment or postponement thereof, on the
following matters as checked below:
THE BOARD OF TRUSTEES RECOMMENDS A VOTE "FOR" ALL NOMINEES IN PROPOSAL 1
<TABLE>
<S> <C>
1. ELECTION OF DIRECTORS, Nominees: WITHHOLD AUTHORITY [ ]
FOR all nominees listed below [ ] to vote for all nominees listed below
(except as indicated to the contrary below)
</TABLE>
Gordon D. Harnett, William P. Madar, Robert M. McInnes
INSTRUCTION: (TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE WRITE
THAT NOMINEE'S NAME IN THE SPACE PROVIDED BELOW)
-----------------------------------------------------------------------------
2. Confirming the appointment of Ernst & Young LLP as independent auditors of
the Company.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
(CONTINUED, AND TO BE SIGNED ON OTHER SIDE)
<PAGE> 22
DETACH CARD
- --------------------------------------------------------------------------------
(Continued from the other side)
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.
Dated................, 1997
...........................
Signature
...........................
Signature
...........................
Title
NOTE: Please sign exactly
as name appears hereon.
When signing as attorney,
executor, administrator,
trustee or guardian, please
add your title as such.
PLEASE SIGN, DATE AND RETURN YOUR VOTING
CARD PROMPTLY
IN THE ENCLOSED ENVELOPE WHICH REQUIRES NO
POSTAGE.
<PAGE> 23
DETACH CARD
- --------------------------------------------------------------------------------
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 6, 1997 and at
any adjournment or postponement thereof, on the following matters as checked
below:
THE BOARD OF TRUSTEES RECOMMENDS A VOTE "FOR" ALL NOMINEES IN PROPOSAL 1
<TABLE>
<S> <C>
1. ELECTION OF DIRECTORS, Nominees: WITHHOLD AUTHORITY [ ]
FOR all nominees listed below [ ] to vote for all nominees listed below
(except as indicated to the contrary below)
</TABLE>
Gordon D. Harnett, William P. Madar, Robert M. McInnes
INSTRUCTION: (TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE WRITE
THAT NOMINEE'S NAME IN THE SPACE PROVIDED BELOW)
-----------------------------------------------------------------------------
2. Confirming the appointment of Ernst & Young LLP as independent auditors of
the Company.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
(CONTINUED, AND TO BE SIGNED ON OTHER SIDE)
<PAGE> 24
DETACH CARD
- --------------------------------------------------------------------------------
(Continued from the other side)
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.
Dated................, 1997
...........................
Signature
...........................
Signature
...........................
Title
NOTE: Please sign exactly
as name appears hereon.
When signing as attorney,
executor, administrator,
trustee or guardian, please
add your title as such.
PLEASE SIGN, DATE AND RETURN YOUR VOTING
CARD PROMPTLY
IN THE ENCLOSED ENVELOPE WHICH REQUIRES NO
POSTAGE.
