<PAGE>
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 Section240.14a-11(c) or
Section240.14a-12
THE CHERRY CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
(1) Title of each class of securities to which transaction applies:
-----------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
-----------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
-----------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-----------------------------------------------------------------------
(5) Total fee paid:
-----------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
-----------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
-----------------------------------------------------------------------
(3) Filing Party:
-----------------------------------------------------------------------
(4) Date Filed:
-----------------------------------------------------------------------
<PAGE>
[LOGO]
THE CHERRY CORPORATION
3600 SUNSET AVENUE
WAUKEGAN, ILLINOIS 60087
847-662-9200
-------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JUNE 19, 1997
-----------------
To the Stockholders of
The Cherry Corporation:
Notice is hereby given that the annual meeting of stockholders of THE
CHERRY CORPORATION, a Delaware corporation, will be held at Midlane Country
Club, 14565 York House Road, Wadsworth, Illinois, on Thursday, June 19, 1997,
at 4:00 p.m. local time, for the following purposes:
1. To elect eight directors of the Company to hold office for the ensuing
year.
2. To consider and transact such other business as may properly come
before the meeting or any adjournments thereof.
The Board of Directors has fixed the close of business on April 25, 1997,
as the record date for determination of the holders of shares of the Company's
outstanding Class B Common Stock entitled to notice of and to vote at the
annual meeting of stockholders. Each holder of Class B Common Stock is
entitled to one vote per share on all matters to be voted on at the Annual
Meeting.
By Order of the Board of Directors
[SIG]
DAN A. KING
SECRETARY
May 19, 1997
PLEASE DATE, SIGN AND MAIL THE ENCLOSED PROXY IN THE ENVELOPE PROVIDED WHICH
REQUIRES NO POSTAGE FOR MAILING IN THE UNITED STATES. A PROMPT RESPONSE IS
HELPFUL, AND YOUR COOPERATION WILL BE APPRECIATED.
<PAGE>
THE CHERRY CORPORATION
3600 SUNSET AVENUE
WAUKEGAN, ILLINOIS 60087
847-662-9200
-------------------
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
JUNE 19, 1997
-----------------
VOTING INFORMATION
This Proxy Statement is being mailed to stockholders of The Cherry
Corporation (the "Company") on or about May 19, 1997 and is furnished in
connection with the Board of Directors' solicitation of proxies for the annual
meeting of stockholders to be held on June 19, 1997, for the purpose of
considering and acting upon the matters specified in the Notice of Annual
Meeting of Stockholders accompanying this Proxy Statement. If the form of proxy
which accompanies this Proxy Statement is executed and returned, it may be
revoked by the person giving it at any time prior to the voting thereof by
written notice to the Secretary, by delivery of a later dated proxy or by
requesting to vote in person at the meeting. Without extra compensation, certain
directors, officers and employees of the Company may make additional
solicitations in person or by telephone or telegraph. Expenses incurred in the
solicitation of proxies, including postage, printing and handling, and actual
expenses incurred by brokerage houses, custodians, nominees and fiduciaries in
forwarding documents to beneficial owners, will be paid by the Company.
The Company has two classes of common stock. They are Class A Common Stock,
par value $1.00 per share ("Class A Common Stock"), and Class B Common Stock,
par value $1.00 per share ("Class B Common Stock"). The holders of Class B
Common Stock are entitled to one vote per share upon each matter submitted to
the vote of the stockholders at this annual meeting. The holders of Class A
Common Stock will have no voting rights at this annual meeting.
For purposes of the meeting, a quorum means a majority of the outstanding
shares of Class B Common Stock. As of the close of business on April 25, 1997,
the record date for stockholders entitled to vote at the annual meeting, there
were outstanding 4,755,564 shares of Class B Common Stock, entitled to one vote
each. In determining whether a quorum exists at the meeting, all shares
represented in person or by proxy will be counted. A stockholder may, with
respect to the election of directors, (i) vote for the election of all named
director nominees, (ii) withhold authority to vote for all named director
nominees or (iii) vote for the election of all named director nominees other
than any nominee with respect to whom the stockholder withholds authority to
vote by so indicating in the appropriate space in the proxy. Proxies properly
executed and received by the Company prior to the meeting and not revoked will
be voted as directed therein on all matters presented at the meeting. In the
absence of a specific direction from the stockholder, proxies will be voted for
the election of all named director nominees, each to hold office until the next
annual meeting of stockholders or until his successor is duly elected and
qualified.
The Board of Directors knows of no other matter which may come up for action
at the meeting. However, if any other matter properly comes before the meeting,
the persons named in the proxy form enclosed will vote in accordance with their
judgment upon such matter.
Stockholders wishing to include proposals in the Company's proxy statement
and form of proxy for the 1998 annual meeting must submit such proposals so that
they are received by the Secretary of the Company at its Waukegan address by no
later than January 19, 1998.
The Annual Report to stockholders for the fiscal year ended February 28,
1997, accompanies this Proxy Statement. Additional copies of the Annual Report
may be obtained by writing to the Secretary of the Company.
<PAGE>
STOCK OWNERSHIP INFORMATION
The table below sets forth certain information as of April 25, 1997, with
respect to each person known by the Company to be the beneficial owner of more
than five percent of the outstanding shares of Class B Common Stock and the
beneficial ownership of both classes of stock of each director, each executive
officer shown in the Summary Compensation Table and all executive officers and
directors as a group. Except as set forth below, the address for such person or
group is the Company's Waukegan office.
<TABLE>
<CAPTION>
CLASS A -- NONVOTING CLASS B -- VOTING
---------------------------------- ----------------------------------
NUMBER OF SHARES PERCENT OF NUMBER OF SHARES PERCENT OF
BENEFICIALLY RESPECTIVE BENEFICIALLY RESPECTIVE
NAME OWNED CLASS OWNED CLASS
- -------------------------------------------------- --------------------- ---------- --------------------- ----------
<S> <C> <C> <C> <C>
Peter B. Cherry................................... 2,728,921(a)(b)(c) 35.4% 2,766,985(a)(b) 58.2%
FMR Corporation................................... 644,300 8.4 521,800 11.0
82 Devonshire Street
Boston, MA 02109
Robert B. McDermott............................... 26,100(c) * 32,200 *
Alfred S. Budnick................................. 24,725(c) * 16,188 *
Klaus D. Lauterbach............................... 15,939(c) * 9,939 *
Dan A. King....................................... 14,823(c) * 9,247(c) *
Robert G. Terwall................................. 8,512(c) * 3,450(c) *
Thomas L. Martin, Jr.............................. 3,300(c) * 2,200 *
Charles W. Denny.................................. 2,100(c) * -- --
Peter A. Guglielmi................................ 1,100(c) * -- --
W. Ed Tyler....................................... 825(c) * -- --
Henry J. West..................................... 825(c) * 500 *
All Executive Officers and Directors as a Group
(11 persons).................................... 2,827,170(c) 36.7 2,840,709(c) 59.8
</TABLE>
- ---------
* Less than 1%
(a) The table includes 397,727 shares of Class A and Class B Common Stock held
by trusts for the benefit of Catherine C. Moore, of which Peter B. Cherry
and Virginia B. Cherry (his mother) are trustees with the power to vote the
Common Stock and to make dispositions. Mrs. Cherry and Mr. Cherry disclaim
beneficial ownership. The table also includes 10,182 shares of Class A
Common Stock held in a charitable foundation.
(b) The table includes 47,911 shares of Class A and Class B Common Stock held by
Mr. Cherry's wife as trustee for their children, as to which shares Mr.
Cherry disclaims beneficial ownership.
(c) The total number of shares of Class A Common Stock of the Company for
officers and directors includes shares held under options exercisable within
60 days as follows: Peter B. Cherry, 12,000; Alfred S. Budnick, 8,499; Dan
A. King, 5,998; Klaus D. Lauterbach, 6,000; Robert G. Terwall, 6,498; Robert
B. McDermott, 1,100; Thomas L. Martin, Jr., 1,100; Charles W. Denny, 1,100;
Peter A. Guglielmi, 1,100; W. Ed Tyler, 825 and Henry J. West, 825.
The total number of shares of Class B Common Stock of the Company for
officers and directors includes shares held under options exercisable within
60 days as follows: Dan A. King, 1,000 and Robert G. Terwall 2,500.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires that certain
of the Company's directors, officers and stockholders file with the Securities
and Exchange Commission and Nasdaq an initial statement of beneficial ownership
and certain statements of changes in beneficial ownership of Common Stock of the
2
<PAGE>
Company. Based solely on its review of such forms received by the Company and
written representation from the directors and officers that no other reports
were required, the Company is unaware of any instances of noncompliance, or late
compliance, with such filings during the fiscal year ended February 28, 1997.
ELECTION OF DIRECTORS
At the annual meeting of stockholders, eight directors, constituting the
entire Board of Directors of the Company, are to be elected to hold office until
the next annual meeting of stockholders or until their successors are duly
elected and qualified. Unless otherwise indicated on the proxy form, it is
intended that the proxies will be voted for the nominees listed below. It is
expected that these nominees will serve, but, if for any unforeseen cause any
such nominee should decline or be unable to serve, the proxies will be voted to
fill any vacancy so arising in accordance with the discretionary authority of
the persons named in the proxies unless otherwise indicated on the proxy form.
NOMINEES
The following information concerning the nominees has been furnished by the
nominees:
<TABLE>
<CAPTION>
FIRST
PRINCIPAL OCCUPATION YEAR
DURING LAST FIVE YEARS ELECTED
NAME AGE AND OTHER DIRECTORSHIPS DIRECTOR
- --------------------------- ----------- -------------------------------------------------------------------- ---------
<S> <C> <C> <C>
Peter B. Cherry............ 49 Chairman of the Board and President. 1977
Alfred S. Budnick.......... 59 Vice President of the Company and President of Cherry Semiconductor 1977
Corporation.
Thomas L. Martin, Jr....... 75 President Emeritus of Illinois Institute of Technology. 1979
Robert B. McDermott........ 69 Consultant, formerly partner, law firm of McDermott, Will & Emery; 1982
Mr. McDermott is also a director of Maynard Oil Company.
Peter A. Guglielmi......... 54 Director, since 1993, Executive Vice President, since 1990, and 1993
Chief Financial Officer and Treasurer, since 1988, Tellabs Inc.
(voice and data communications equipment manufacturer), President,
Tellabs International, Inc., 1993-1997. Mr. Guglielmi is also a
director of Internet Communications Corp.
Charles W. Denny........... 61 Chairman, since 1997, and Chief Executive Officer, since 1992, 1993
Groupe Schneider-North America, President and Chief Operating
Officer, 1992-1997, Executive Vice President, 1991-1992, Square D
Company (electrical distribution and industrial control products
manufacturer). Mr. Denny is also a director of Woodhead Industries,
Inc.
W. Ed Tyler................ 44 Executive Vice President, since 1995, and Sector President, 1995
Information Management Sector since 1996, Sector President,
Networked Services Sector, 1994-1996, President, Documentation
Services, 1990-1994, R. R. Donnelley & Sons Co. (printing and
printing related services). Mr. Tyler is also a director of
Donnelley Enterprise Solutions, Inc.
Henry J. West.............. 54 Group Vice President, since 1992, The Marmon Group (international 1995
association of manufacturing and service businesses); formerly
President, Sola Electric Division of General Signal (manufacturer
of electronic products).
</TABLE>
3
<PAGE>
COMPENSATION
The following table sets forth the cash and noncash compensation for each of
the last three fiscal years awarded to or earned by the executive officers named
below.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
-------------
NUMBER OF
SHARES
ANNUAL COMPENSATION (1) UNDERLYING ALL OTHER
--------------------------------- STOCK OPTIONS COMPENSATION (2)
NAME AND PRINCIPAL POSITION YEAR SALARY ($) BONUS ($) (#) ($)
- --------------------------------------------- --------- ---------- ---------- ------------- -------------------
<S> <C> <C> <C> <C> <C>
Peter B. Cherry 1997 $ 381,894 $ 61,414 12,000 $ 5,250
Chairman of the Board 1996 375,871 -- 12,000 3,976
and President 1995 348,508 80,000 -- 7,659
Alfred S. Budnick 1997 245,375 107,500 8,500 5,250
Vice President of the Company 1996 231,500 45,000 8,500 5,250
and President of a Subsidiary 1995 216,300 203,518 -- 5,835
Klaus D. Lauterbach 1997 340,000 68,709 6,000 --
Vice President of the Company 1996 352,448 27,972 6,000 --
and General Manager of a 1995 346,071 48,566 -- --
Subsidiary
Dan A. King 1997 174,518 42,936 5,000 5,250
Vice President of Finance, 1996 158,794 -- 5,000 3,929
Secretary and Treasurer 1995 148,294 41,325 -- 7,035
Robert G. Terwall 1997 159,840 18,802 5,000 5,196
Vice President and General 1996 152,850 -- 3,500 3,953
Manager of a Division 1995 150,839 7,595 -- 7,339
</TABLE>
- ---------
(1) Table excludes perquisites as amounts received do not exceed the lesser of
$50,000 or 10% of any of the named officers salary and bonus.
(2) Represents Company contributions under 401(k) and profit sharing plans.
4
<PAGE>
The table below sets forth certain information with respect to stock options
granted under the Company's 1995 Stock Incentive Plan during fiscal 1997 to the
executive officers named in the Summary Compensation Table.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
INDIVIDUAL GRANTS (1) VALUE
----------------------------------------------------------- AT ASSUMED ANNUAL
NUMBER OF RATES OF
SHARES % OF TOTAL STOCK PRICE
UNDERLYING OPTIONS/SARS APPRECIATION
OPTIONS/SARS GRANTED TO EXERCISE OR FOR OPTION TERM (2)
GRANTED EMPLOYEES BASE PRICE EXPIRATION ---------------------
(#) IN FISCAL YEAR ($/SHARE) DATE 5%($) 10%($)
------------- ---------------- ------------- ----------- --------- ----------
<S> <C> <C> <C> <C> <C> <C>
Peter B. Cherry..................... 12,000 4.3% $ 9.25 4/30/06 $ 69,819 $ 168,720
Alfred S. Budnick................... 8,500 3.1% 9.25 4/30/06 49,455 119,510
Klaus D. Lauterbach................. 6,000 2.2% 9.25 4/30/06 34,910 84,360
Dan A. King......................... 5,000 1.8% 9.25 4/30/06 29,091 70,300
Robert G. Terwall................... 5,000 1.8% 9.25 4/30/06 29,091 70,300
</TABLE>
- ---------
(1) All options reported were granted on April 30, 1996, and become exercisable
in cumulative annual installments of 1/3 of the shares covered thereby on
each of the first, second and third anniversaries of the grant date.
(2) The amounts set forth represent the value that would be received by the
Named Executive Officer upon exercise of the option on the date before the
expiration date of the option based upon assumed annual growth rates in the
market value of the Company's common stock of 5% and 10%, rates prescribed
by applicable Securities and Exchange Commission rules. Actual gains, if
any, on stock option exercises are dependent on the future performance of
the Company's common stock and other factors such as the general condition
of the stock markets and the timing of the exercise of the options.
5
<PAGE>
The following table sets forth certain information with respect to options
exercised by the executive officers named in the Summary Compensation Table.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF
SHARES
UNDERLYING VALUE OF
UNEXERCISED UNEXERCISED IN-THE-
OPTIONS AT FY- MONEY OPTIONS AT
VALUE END (#) FY-END ($)
SHARES ACQUIRED REALIZED($) EXERCISABLE/ EXERCISABLE/
NAME ON EXERCISE (#) (1) UNEXERCISABLE UNEXERCISABLE (1)
- ------------------------------------ ----------------- ----------- -------------- -------------------
<S> <C> <C> <C> <C>
Peter B. Cherry
Class A............................ 2,000 $ 14,750 4,000/20,000 $ 0/$55,500
Class B............................ 2,000 15,250 0/0 $ 0/$0
Alfred S. Budnick
Class A............................ 4,500 35,000 2,833/14,167 $ 0/$39,313
Class B............................ 4,500 38,250 0/0 $ 0/$0
Klaus D. Lauterbach
Class A............................ 0 0 2,000/10,000 $ 0/$27,750
Class B............................ 0 0 0/0 $ 0/$0
Dan A. King
Class A............................ 2,334 18,089 2,666/8,334 $ 6,375/$23,125
Class B............................ 2,334 18,672 1,000/0 $ 6,250/$0
Robert G. Terwall
Class A............................ 0 0 3,666/7,334 $ 15,938/$23,125
Class B............................ 0 0 2,500/0 $ 15,625/$0
</TABLE>
- ---------
(1) Value is calculated based on the difference between the option exercise
price and the closing market price of the Common Stock on the date of
exercise or end of fiscal year multiplied by the applicable number of
shares.
BOARD OF DIRECTORS
The Board of Directors held four meetings in fiscal 1997. All directors were
present for all meetings for which they were in office. Non-employee directors
are paid an annual fee of $15,000, plus $1,500 for each meeting they attend.
Employee directors receive no compensation as such.
Non-employee directors in office on adjournment of the Company's annual
meeting also receive a nonqualified stock option to purchase the number of whole
shares of Class A Common Stock equal to the amount of the director's annual fee
divided by the fair market value of a share of Class A Common Stock on the date
of the annual meeting.
The Board of Directors has an Audit Committee and a Compensation Committee,
each composed of non-employee directors. The Committee Chairman receives $1,500
and the other members receive $500 for each meeting held. The Audit Committee
and Compensation Committee held two meetings in fiscal 1997. The Board has no
Nominating Committee.
EMPLOYMENT CONTRACTS AND CHANGE OF CONTROL AGREEMENTS
Pursuant to an agreement dated May 26, 1992 between Cherry Semiconductor
Corporation (CSC) and Mr. Budnick, CSC has agreed to compensate Mr. Budnick if
he is terminated within 5 years subsequent to a change in control of CSC. The
agreement provides for a payment of between one to three times Mr. Budnick's
annual salary depending upon the amount of time which has lapsed subsequent to
the change in control. In general, a change of control occurs if CSC is sold.
6
<PAGE>
REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors is responsible for the
Company's executive compensation policies. It annually determines the
compensation to be paid to the executive officers of the Company. The Committee
is composed of outside directors.
OVERVIEW AND PHILOSOPHY
The executive compensation program is intended to provide overall levels of
compensation for the executive officers which are competitive for the industries
and the geographic areas within which they operate, the individual's experience,
and contribution to the long-run success of the Company. The Russell 3000 (see
Performance Graph) includes companies that operate in the industries which the
Committee considers. The Committee believes that its task of determining fair
and competitive compensation is ultimately judgmental.
The program is composed of base salary, annual incentive compensation,
equity based incentives, and other benefits generally available to all
employees. As of February 28, 1997, options on 394,285 shares of the Company's
stock were outstanding and 275,983 options were granted during the fiscal year
then ended.
BASE SALARY
The base salary for each executive is intended primarily to be competitive
with companies in the industries and geographic areas in which the Company
competes. Surveys from outside firms and consultants are used to help determine
what is competitive. In making annual adjustments to base salary, the Committee
also considers the individual's performance over a period of time as well as any
other information which may be available as to the value of the particular
individual's past and prospective future services to the Company. This
information includes comments and performance evaluations by the Company's Chief
Executive Officer. The Committee considers all such data; it does not prescribe
the relative weight to be given to any particular component.
ANNUAL INCENTIVE COMPENSATION
Annual incentive compensation is ordinarily determined by a formula which
considers the return on investment of the Company or its component parts, and in
some cases, the attainment of individual goals.
LONG-TERM INCENTIVES
In general, the Committee believes that equity based compensation should
form a part of an executive's total compensation package. Stock options are
granted to executives because they directly relate the executive's earnings to
the stock price appreciation realized by the Company's stockholders over the
option period. Stock options also provide executives the opportunity to acquire
an ownership interest in the Company. The number of shares covered by each
executive's option was determined by factors similar to those considered in
establishing base salary.
OTHER
Other benefits are generally those available to all other employees in the
Company, or a subsidiary, as appropriate. Together with perquisites, these
benefits did not exceed 10% of any executive's combined salary and bonus in
fiscal 1997.
COMPENSATION FOR THE PRESIDENT (CHIEF EXECUTIVE OFFICER)
The Committee applies the same standards in establishing the compensation of
the Company's Chief Executive Officer as are used for other executives. However,
there are procedural differences. The Chief Executive Officer does not
participate in setting the amount and nature of his compensation.
The Committee does not expect that Section 162(m) of the Internal Revenue
Code will limit the deductibility of compensation expected to be paid by the
Company in the foreseeable future.
This report is submitted by the Compensation Committee of the Board of
Directors:
Robert B. McDermott, Chairman, Charles W. Denny, W. Ed Tyler
7
<PAGE>
PERFORMANCE GRAPH
The following performance graph compares the yearly percentage change in the
Company's cumulative total stockholder return on its Common Stock with the
cumulative total return of the Russell 3000, the Russell 3000 Electrical
Equipment Industry and the Russell 3000 Semiconductors/Components Industry
indices for the period of five years commencing March 1, 1992 and ending
February 28, 1997.
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
RUSSELL 3000
THE CHERRY ELECTRICAL RUSSELL 3000
<S> <C> <C> <C> <C>
Corporation Russell 3000 Equipment Industry Semiconductor/Components Industry
1992 100.0 100.0 100.0 100.0
1993 292.1 110.8 113.5 117.4
1994 261.8 121.5 123.4 140.0
1995 324.1 128.8 138.3 223.9
1996 194.3 172.9 171.3 265.3
1997 290.5 213.1 187.4 478.4
</TABLE>
<TABLE>
<CAPTION>
1992 1993 1994 1995 1996 1997
--------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
The Cherry Corporation 100.0 292.1 261.8 324.1 194.3 290.5
Russell 3000 100.0 110.8 121.5 128.8 172.9 213.1
Russell 3000 Electrical Equipment Industry 100.0 113.5 123.4 138.3 171.3 187.4
Russell 3000 Semiconductors/Components Industry 100.0 117.4 140.0 223.9 265.3 478.4
</TABLE>
- ---------
(1) On March 1, 1992, the only publicly-traded equity security of the Company
was Common Stock ("Prior Common Stock"). Effective July 12, 1994, the Prior
Common Stock was reclassified into Class B Common Stock and effective July
14, 1994, a 100% stock dividend of Class A Common Stock was paid to the
holders of the Prior Common Stock. For periods in which more than one class
of common stock was outstanding, performance data is based upon a weighted
average of the return of each class.
(2) The Company has selected the Russell 3000 Electrical Equipment Industry and
Semiconductors/ Components Industry for comparison of total stockholder
return. The Company believes that both indices provide a comparison as
prescribed by the Securities and Exchange Commission requirements. These
industry indices are only computed quarterly on a calendar year basis and
therefore the indices
8
<PAGE>
shown above for these industries are as of March 31 of the respective years.
Although the Company's total return is based upon its fiscal year end of the
last day of February, it believes that any difference that may result is not
material.
(3) The stock price performance shown on the graph above is not necessarily
indicative of future price performance.
ACCOUNTING INFORMATION
Selection of the independent auditors is made by the Board of Directors upon
consultation with the Audit Committee. The Company's Independent Public
Accountants for fiscal year ended February 28, 1997, were Arthur Andersen LLP.
The Board of Directors will vote upon the selection of auditors for the current
fiscal year at a future Board meeting. Arthur Andersen LLP is expected to have
representatives at the annual meeting of stockholders who will be available to
respond to appropriate questions at that time and have an opportunity to make a
statement if they desire to do so.
By Order of the Board of Directors
DAN A. KING
SECRETARY
May 19, 1997
9
<PAGE>
THE CHERRY CORPORATION
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY. /X/
1. Election of Directors
Peter B. Cherry, Alfred S. Budnick,
Thomas L. Martin, Jr., Robert B. McDermott,
Peter A. Guglielmi, Charles W. Denny, W. Ed Tyler,
Henry J. West
FOR all nominees listed WITHHOLD AUTHORITY
below (except as to vote for all nominees
marked to the contrary) listed below
/ / / /
(INSTRUCTION: To withhold authority to vote for any
individual nominee, write that nominee's name on the space provided below.)
---------------------------------------------
2. In his discretion, the Proxy is authorized to vote upon such other
business as may properly come before the meeting.
(IF THE STOCK IS REGISTERED IN THE NAME OF MORE THAN ONE PERSON, THE PROXY
SHOULD BE SIGNED BY ALL NAMED HOLDERS. IF SIGNING AS ATTORNEY, EXECUTOR,
ADMINISTRATOR, TRUSTEE, GUARDIAN, CORPORATE OFFICIAL, ETC., PLEASE GIVE FULL
TITLE AS SUCH.)
(Signature)
- ----------------------------------------
DATED: , 1997
----------------------------------
(Signature)
- ----------------------------------------
<PAGE>
PROXY
THE CHERRY CORPORATION
3600 SUNSET AVENUE, WAUKEGAN, ILLINOIS 60087
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Peter B. Cherry, as proxy, with full power
of substitution, to represent and to vote, as designated below, all of the
undersigned's Class B Common Stock in The Cherry Corporation at the annual
meeting of stockholders of The Cherry Corporation to be held on Thursday June
19, 1997, and at any adjournment thereof, with the same authority as if the
undersigned were personally present.
THE UNDERSIGNED HEREBY REVOKES ANY PROXY HERETOFORE GIVEN AND ACKNOWLEDGES
RECEIPT OF THE NOTICE AND PROXY STATEMENT FOR THE ANNUAL MEETING.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED BY THE
UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR
PROPOSAL 1.
(Please date and sign on reverse side.)
