<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the registrant /X/
Filed by a party other than the registrant / /
Check the appropriate box:
/ / Preliminary proxy statement
/X/ Definitive proxy statement
/ / Definitive additional materials
/ / Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
HARRIS CORPORATION
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
HARRIS CORPORATION
(NAME OF PERSON(S) FILING PROXY STATEMENT)
Payment of filing fee (Check the appropriate box):
/X/ $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
/ / $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:
Not Applicable
(2) Aggregate number of securities to which transaction applies:
Not Applicable
(3) Per unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11:
Not Applicable
(4) Proposed maximum aggregate value of transaction:
Not Applicable
/ / 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:
Not Applicable
(2) Form, schedule or registration statement no.:
Not Applicable
(3) Filing party:
Not Applicable
(4) Date filed:
Not Applicable
<PAGE> 2
NOTICE OF
ANNUAL MEETING
OF SHAREHOLDERS AND
PROXY STATEMENT
LOGO HERE
JOHN T. HARTLEY
CHAIRMAN AND
CHIEF EXECUTIVE
OFFICER
September 15, 1994
Dear Shareholder:
You are cordially invited to attend the 1994 annual meeting of
shareholders. The meeting will be held at the Melbourne Airport Hilton at
Rialto Place in Melbourne, Florida on Friday, October 28, 1994, starting
at 10:00 a.m.
The notice of the meeting and the proxy statement on the following pages
cover the formal business of the meeting, which includes the election of
three directors for a three year term expiring in 1997 and the
appointment of auditors for the coming year.
Following the business session, Mr. Farmer, our President, and I will
report on current operations and on our forward plans. Following these
reports there will be an open discussion period during which your
questions and comments will be welcome.
The attendance of shareholders at our annual meetings has been helpful in
maintaining communications and understanding. We hope you will be able to
be with us.
Cordially,
HARRIS CORPORATION Melbourne, Florida 32919 407/727-9100
<PAGE> 3
HARRIS CORPORATION
1025 W. NASA BOULEVARD
MELBOURNE, FLORIDA 32919
Notice of Annual Meeting of Shareholders
TO THE HOLDERS OF COMMON STOCK OF
HARRIS CORPORATION:
The annual meeting of the shareholders of Harris Corporation will be held
at the Melbourne Airport Hilton at Rialto Place, Airport Boulevard, Melbourne,
Florida, on Friday, October 28, 1994, at 10:00 a.m., for the following purposes:
1. To elect directors.
2. To select independent auditors.
3. To transact such other business as may properly come before the meeting.
Holders of Common Stock of record at the close of business on August 31,
1994 will be entitled to vote at the meeting.
By order of the Board of
Directors
RICHARD L. BALLANTYNE
Secretary
Melbourne, Florida
September 15, 1994
- - --------------------------------------------------------------------------------
IMPORTANT NOTICE
TO ASSURE YOUR REPRESENTATION AT THE MEETING, PLEASE COMPLETE, DATE, SIGN, AND
MAIL PROMPTLY THE ENCLOSED PROXY FOR WHICH A RETURN ENVELOPE IS PROVIDED.
- - --------------------------------------------------------------------------------
<PAGE> 4
HARRIS CORPORATION
1025 W. NASA BOULEVARD
MELBOURNE, FLORIDA 32919
ANNUAL MEETING OF SHAREHOLDERS
to be held October 28, 1994
GENERAL INFORMATION
The accompanying proxy is solicited by the Board of Directors of the
Corporation. A shareholder may revoke his proxy at any time prior to the time it
is voted at the meeting by filing with the Secretary of the Corporation a
written notice of revocation, by duly executing and delivering a subsequent
proxy bearing a later date, or by attending the meeting and voting in person.
The record date for shareholders entitled to vote at the meeting is August 31,
1994.
The Corporation has only one class of outstanding shares, namely Common Stock,
par value $1 per share, of which there were 39,391,006 shares outstanding on the
record date and 10,562 holders of record. Each share is entitled to one vote.
The shares represented by each valid proxy will be voted at the meeting or any
adjournment thereof, and, if a choice is specified in the proxy, the shares will
be voted in accordance with such specification. If no vote is specified, the
shares will be voted as set forth in the accompanying proxy. The election of
directors requires a plurality of the votes cast. With respect to abstentions,
shares are considered present at the meeting for a particular proposal, but
since they are not affirmative votes for the proposal, they will have the same
effect as votes against the proposal. With respect to broker non-votes, shares
are not considered present at the meeting for the particular proposal for which
the broker withheld authority.
So far as the directors of the Corporation are aware, no matters will be
presented to the meeting for action on the part of the shareholders other than
those stated in the notice. If any other matter is properly brought before the
meeting, it is the intention of the persons named in the proxy to vote the
shares to which the proxy relates in accordance with their best judgment.
The cost of soliciting proxies will be borne by the Corporation. Officers and
employees may, by letter, telephone, or in person, make additional requests for
the return of proxies. The Corporation will reimburse brokerage houses,
custodians, nominees and others for their out-of-pocket expenses incurred in
connection with such solicitation. The Corporation also has retained Georgeson &
Company Inc. to aid in the solicitation of proxies at an estimated fee of
$7,500. This Proxy Statement, the accompanying proxy and a copy of the
Corporation's Annual Report for the year ended June 30, 1994, are being mailed
to shareholders commencing on September 15, 1994.
ELECTION OF DIRECTORS
The Restated Certificate of Incorporation of the Corporation classifies the
Board of Directors into three classes with terms of office
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ending in different years. This year, the terms of Ralph D. DeNunzio, Joseph L.
Dionne and Alexander B. Trowbridge expire at the Annual Meeting of Shareholders
and each of them has been nominated for a new three year term expiring at the
Annual Meeting in 1997. In accordance with the Restated Certificate of
Incorporation, a director shall hold office until the Annual Meeting for the
year in which his term expires and until his successor shall be elected and
shall qualify, subject, however, to prior death, resignation, retirement,
disqualification or removal from office. Vacancies may be filled by the
remaining directors.
The authorized number of directors is presently fixed at nine. The Board is
actively evaluating potential candidates, and as an appropriate candidate is
identified the Board will consider increasing the authorized number of
directors. The terms of the continuing directors will expire at subsequent
Annual Meetings of Shareholders.
The persons named in the accompanying proxy will vote in favor of electing the
nominees to serve for the terms identified above, unless otherwise specified in
the proxy. If any nominee shall become unavailable for election, the proxies
will be voted for the election of such persons, if any, as shall be designated
by the Board of Directors.
None of the nominees nor any of the incumbent directors is related to any other
nominee or director or to any executive officer of the Corporation or its
subsidiaries by blood, marriage or adoption.
Biographical summaries of the nominees and of the continuing directors appear on
the following pages and data with respect to the number of shares of the
Corporation's Common Stock beneficially owned by them as of July 31, 1994 are
set forth in the table at page 9.
2
<PAGE> 6
Board of Directors
JOHN T. HARTLEY
Term Expiring 1996
Mr. Hartley, 64, is chairman and chief executive officer of the Corporation. He
is the chairman of the Executive Committee and the Investment Committee for the
Harris Retirement Plans. He joined Radiation Incorporated in 1956 as a research
engineer after serving one year as a member of the faculty of Auburn University.
He was appointed a vice president of Radiation in 1961. In 1968, a year after
the merger of Radiation with Harris, he was named vice president-general manager
of the Electronic Systems division. He was elected vice president-group
executive of Harris in 1971, executive vice president and a director in 1976,
president and principal operating officer in 1978, president and chief operating
officer in 1982, chief executive officer in 1986 and chairman in 1987. Mr.
Hartley is a director of The Equitable Companies, Inc. and McGraw-Hill, Inc. He
is also a director of the National Association of Manufacturers, a member of The
Business Roundtable and the Manufacturers' Alliance for Productivity and
Innovation and a trustee of the Committee for Economic Development. He is also a
trustee of the Florida Institute of Technology. Mr. Hartley serves on the
President's National Security Telecommunications Advisory Committee and the
Defense Policy Advisory Committee on Trade.
- - --------------------------------------------------------------------------------
PHILLIP W. FARMER
Term Expiring 1995
Mr. Farmer, 56, is president and chief operating officer of the Corporation. He
joined Harris in 1982 as vice president-general manager of the Government
Support Systems Division, was named vice president-Palm Bay Operations,
Electronic Systems Sector in 1986, and senior vice president-sector executive in
1988. He was elected president of the Electronic Systems Sector in 1989,
executive vice president of the corporation in 1991, and president and chief
operating officer of the Corporation in 1993. Mr. Farmer was elected to the
Harris Board in 1993 and is a member of the Investment Committee for the Harris
Retirement Plans. Prior to his employment with the Corporation, Mr. Farmer held
various management and technical positions with General Electric for twenty
years. He serves on the board of governors of the Aerospace Industries
Association, and the board of directors of the Microelectronics and Computer
Technology Corporation.
3
<PAGE> 7
ROBERT CIZIK
Term Expiring 1996
Mr. Cizik, 63, is chairman and chief executive officer of Cooper Industries,
Inc., a diversified manufacturing company. He joined Cooper Industries in 1961,
and after a series of management positions, was elected president and chief
operating officer in 1973, chief executive officer in 1975 and chairman in 1983.
Mr. Cizik was elected to the Harris Board in 1988 and is a member of the Audit
Committee, the Ethics Committee and the Executive Committee. He is a director of
Panhandle Eastern Corporation, Air Products and Chemicals, Inc. and
Temple-Inland, Inc. He is also a director of the National Association of
Manufacturers and the Associates of Harvard Business School, vice-chairman of
the Committee for Economic Development, 1994-95 campaign chairman of United Way
of the Texas Gulf Coast, and a member of The Business Roundtable.
- - --------------------------------------------------------------------------------
LESTER E. COLEMAN
Term Expiring 1995
Dr. Coleman, 63, is chairman and chief executive officer of the Lubrizol
Corporation, a diversified specialty chemical company. Dr. Coleman joined
Lubrizol in 1955 as a research chemist. He was elected a director of Lubrizol in
1974, became president in 1976, chief executive officer in 1978 and chairman of
the board in 1982. Dr. Coleman was elected to the Harris Board in 1985 and is a
member of the Audit Committee and the Management Development and Nominating
Committee and is chairman of the Ethics Committee. He is a director of Norfolk
Southern Corporation and S. C. Johnson & Son, Inc.
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<PAGE> 8
RALPH D. DENUNZIO
Nominee for
Term Expiring 1997
Mr. DeNunzio, 62, is former chairman and chief executive officer of the
investment banking firm of Kidder, Peabody & Co. Incorporated. Following his
retirement from Kidder, Peabody & Co. Incorporated in 1987, he became president
of Harbor Point Associates, Inc., a private investment and consulting firm in
New York City. Mr. DeNunzio served as chairman of the Board of Governors of the
New York Stock Exchange from 1971 to 1972 and as vice chairman from 1969 to
1971. He also served as chairman of the Securities Industry Association for the
year 1981. Mr. DeNunzio was elected to the Harris Board in 1973 and is a member
of the Executive Committee, the Investment Committee for the Harris Retirement
Plans and the Ethics Committee and chairman of the Management Development and
Nominating Committee. He is a director of AMP Incorporated, Federal Express
Corporation and NIKE, Inc.
- - --------------------------------------------------------------------------------
JOSEPH L. DIONNE
Nominee for
Term Expiring 1997
Mr. Dionne, 61, is chairman and chief executive officer of McGraw-Hill, Inc., a
publishing and information company. He joined McGraw-Hill as vice president of
its book company in 1967, and after a series of management positions, was
elected president and chief operating officer in 1981, president and chief
executive officer in 1983, and chairman of the board and chief executive officer
in 1988. Mr. Dionne was elected to the Harris Board in 1989 and is a member of
the Executive Committee, the Management Development and Nominating Committee and
the Ethics Committee. He is a director of The Equitable Life Assurance Society
of the United States, The Equitable Companies, Inc., Sprint Corporation and
Alexander & Alexander Services, Inc. Mr. Dionne is also a member of the board of
trustees of Hofstra University.
5
<PAGE> 9
C. JACKSON
GRAYSON, JR.
Term Expiring 1996
Dr. Grayson, 70, is chairman of the American Productivity & Quality Center,
Inc., a private center for research, education and training in the field of
productivity and quality improvement. He organized and became chairman of the
Center in 1976. Dr. Grayson was Dean of Southern Methodist University School of
Business Administration from 1968 to 1975 and Dean at the Tulane University
School of Business from 1963 to 1968. He was elected to the Harris Board in 1978
and is a member of the Audit Committee and the Ethics Committee. He is a
director of Browning-Ferris Industries, Inc. and First City Bancorporation.
- - --------------------------------------------------------------------------------
WALTER F. RAAB
Term Expiring 1995
Mr. Raab, 69, is retired chairman and chief executive officer, and is currently
a director and a member of the Executive Committee of the Board of AMP
Incorporated, a manufacturer of electrical and electronic connection devices.
Mr. Raab joined AMP in 1953, and after a series of management positions, was
elected vice president and chief financial officer in 1979, vice chairman of the
board and chief financial officer in 1981, and chairman of the board and chief
executive officer in 1982. Mr. Raab was elected to the Harris Board in 1985 and
is a member of the Ethics Committee and chairman of the Audit Committee. He is a
director of the West Company, Dauphin Deposit Corporation, and Air Products and
Chemicals, Inc.
6
<PAGE> 10
ALEXANDER B.
TROWBRIDGE
Nominee for
Term Expiring 1997
Mr. Trowbridge, 64, is the immediate past president of the National Association
of Manufacturers, in which capacity he served for ten years. He was vice
chairman of Allied Chemical Corporation (now Allied-Signal Corporation) from
1976 to 1980, president of The Conference Board, Inc. from 1970 to 1976, and
president of the American Management Association from 1968 to 1970. He was
Secretary of Commerce from 1967 to 1968. Mr. Trowbridge was elected to the
Harris Board in January 1990 and is a member of the Audit Committee, the
Investment Committee for the Harris Retirement Plans, and the Ethics Committee.
He is a director of New England Mutual Life Insurance Company, WMX Technologies,
Inc., The Rouse Company, PHH Corporation, The Sun Company, Inc., Sun Resorts
International, The Gillette Company, E. M. Warburg Pincus Counsellors Funds and
ICOS Corporation. He also serves as a trustee of Phillips Academy and is a
member of the Council on Foreign Relations.
------------------
INFORMATION ON BOARD OF DIRECTORS AND COMMITTEES
Meetings and Attendance
During the year, there were six meetings of the Board of Directors and fifteen
meetings of the standing committees of the Board. All directors attended more
than 75 percent of the aggregate of all meetings of the Board and the Board
committees on which they served.
Committees of the Board
The Board has established five committees to assist in the discharge of its
responsibilities, the principal functions of each of which are described below.
The Audit Committee assists the Board in ensuring that the Corporation's
financial auditing and reporting practices, procedures and controls are within
acceptable limits of sound practice and in accordance within applicable laws and
regulations. The Committee meets periodically with the independent auditors,
together with representatives of management, if appropriate, for the purpose of
reviewing the scope and results of the annual audit of the financial statements
and the recommendations of the auditors. The Committee also reviews the nature
and extent of non-audit professional services performed by the auditors and
annually recommends to the Board of Directors the firm of independent public
accountants to be selected as auditors of the Corporation. The Committee held
three meetings during the past fiscal year. The members of the Committee are
Messrs. Cizik, Coleman, Grayson, Raab and Trowbridge.
The Management Development and Nominating Committee reviews and evaluates plans
for the development, training and utilization of the Corporation's management
resources; reviews the Corporation's compensation philosophy and establishes the
compensation of officers of the Corporation other than the chairman and the
president, whose compensation is approved by all the outside directors;
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and administers the Corporation's stock incentive and stock based compensation
plans. The Committee also recommends to the Board nominees to fill vacancies and
to be elected at the annual meeting of shareholders. The Committee considers
suggestions from all sources, including shareholders, as to possible candidates
for directors. Any such suggestion, together with an appropriate biographical
summary, should be sent to the Secretary of the Corporation. This Committee held
four meetings during the past fiscal year. The members of the Committee are
Messrs. Coleman, DeNunzio and Dionne.
The Executive Committee is authorized to evaluate and review the Corporation's
financial performance, capital structure, significant capital asset
transactions, acquisitions and divestitures, and during the intervals between
the meetings of the Board of Directors and to the extent permitted by law, to
exercise all of the powers of the Board in the management of the business of the
Corporation. The Committee held two meetings during the past fiscal year. The
members of the Committee are Messrs. Cizik, DeNunzio, Dionne and Hartley.
The Investment Committee for the Harris Corporation Retirement Plans oversees
the financial administration and operation of the Company's various retirement
and pension plans, including the selection and review of the performance of the
investment funds and the independent investment advisors for the plans. The
Committee held four meetings during the past fiscal year. The members of the
Committee are Messrs. DeNunzio, Farmer, Hartley and Trowbridge.
The Ethics Committee oversees the Corporation's continuing program relating to
standards of business conduct. The Committee held two meetings during the past
fiscal year. The Committee is comprised of all the outside Directors.
Directors' Compensation
Non-employee directors receive an annual retainer fee of $24,000. In addition,
non-employee directors who serve on the Executive Committee, Audit Committee,
the Ethics Committee, the Management Development and Nominating Committee, or
the Investment Committee for the Harris Retirement Plan receive an additional
annual fee of $1,500 for their services on each of said committees, plus $1,000
if serving as chairman of the committee.
Each director who is not an employee of the Corporation receives $1,000 for
attendance at each regularly scheduled Board meeting plus $800 for attendance at
any other meeting devoted to the affairs of the Corporation.
Under the Corporation's Stock Incentive Plan, directors who are not employees of
the Corporation are automatically granted an option to purchase 1,000 shares of
the Corporation's Common Stock on the date of each Annual Meeting. The options
are non-statutory options and are priced at 100% of the fair market value on the
date of grant. Twenty-five percent of the option shares become exercisable on
the first annual anniversary of the date of grant and twenty-five percent on
each of the three succeeding anniversary dates; however, any options outstanding
for more than one year at the time a change in control occurs become immediately
exercisable. In the event of a director's retirement, options then exercisable
may be exercised for three months thereafter, and, in the event of a director's
death, options then exercisable may be exercised for the next succeeding twelve
months. Pursuant to the terms of the Plan, neither the Board nor any committee
of the
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Board has any discretion with respect to options granted to directors.
Under the Corporation's Directors Retirement Plan, each director who is not an
employee of the Corporation and has served at least five years as a director is
eligible to receive benefits under the Plan. The Plan provides for annual
retirement and disability benefits for each eligible director of the Corporation
in an amount equal to, at a minimum, fifty percent of the annual retainer fee at
retirement or disability, as the case may be, plus an additional ten percent for
each year of service on the Board, up to one hundred percent of such fee. Such
benefits are payable upon the later of retirement or attainment of age 65, or in
the event of disability.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Mr. Hartley serves on the Board of Directors of McGraw-Hill, Inc. Mr. Dionne,
who is chairman and chief executive officer of McGraw-Hill, Inc., serves on the
Management Development and Nominating Committee of the Corporation.
------------------
SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS AND CERTAIN
BENEFICIAL OWNERS
The following table shows the direct beneficial ownership of the Corporation's
Common Stock as of July 31, 1994, for each director and nominee for director,
each of the executive officers named in the Summary Compensation Table and the
directors and executive officers as a group. Except as otherwise noted, the
named individual or family members had sole voting and investment power with
respect to such securities.
<TABLE>
<CAPTION>
NUMBER OF
SHARES
BENEFICIALLY
NAME OWNED (1)
<S> <C>
- - -----------------------------------------------------------------------
Wesley E. Cantrell (2)................................................. 60,725
Robert Cizik (3)....................................................... 2,500
Lester E. Coleman (3) (4).............................................. 2,500
Ralph D. DeNunzio (3).................................................. 4,500
Joseph L. Dionne (3)................................................... 1,726
Phillip W. Farmer (2).................................................. 100,037
C. Jackson Grayson, Jr. (3)............................................ 1,600
John T. Hartley (2) (4) (5)............................................ 363,543
Guy W. Numann (2)...................................................... 98,843
Walter F. Raab (3)..................................................... 2,500
Bryan R. Roub (2)...................................................... 46,040
Alexander B. Trowbridge (3)............................................ 1,700
Directors and Executive Officers as a group (6)........................ 854,706
</TABLE>
(1) No individual director, nominee for director or named executive officer
beneficially owns 1% or more of the Corporation's outstanding common stock.
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(2) The shares reported include performance shares awarded under the
Corporation's Stock Incentive Plan as follows: Mr. Hartley -- 120,750; Mr.
Farmer -- 55,050; Mr. Numann -- 34,254; and Mr. Roub -- 29,900; and shares that
are available under stock options granted under the Corporation's Stock
Incentive Plan, or its predecessor, the Stock Option Plan for Key Employees,
which are exercisable within 60 days of July 31, 1994 as follows: Mr. Hartley --
171,654 shares; Mr. Farmer -- 36,744 shares; Mr. Cantrell -- 44,957 shares; Mr.
Numann -- 38,982 shares; Mr. Roub -- 11,887 shares.
(3) The shares reported include shares that are available under stock options
granted under the Corporation's Stock Incentive Plan, which are exercisable
within 60 days of July 31, 1994 as follows: Mr. Cizik -- 1,500 shares; Dr.
Coleman -- 1,000 shares; Mr. DeNunzio -- 1,500 shares; Mr. Dionne -- 1,500
shares; Dr. Grayson -- 1,500 shares; Mr. Raab -- 1,500 shares; Mr. Trowbridge --
1,000 shares.
(4) The shares reported do not include shares owned by family members as
follows: Dr. Coleman -- 300 shares; Mr. Hartley -- 1,000 shares; Dr. Coleman and
Mr. Hartley disclaim beneficial ownership of such shares.
(5) The shares reported include 696 shares held in a trust of which Mr. Hartley
serves as trustee.
(6) The shares reported as owned by the directors and executive officers as a
group include 339,254 performance shares awarded to the executive officers under
the Corporation's Stock Incentive Plan, and 360,611 shares available for
purchase under stock options granted under the Corporation's Stock Incentive
Plan, or its predecessor, the Stock Option Plan for Key Employees, which are
exercisable within 60 days of July 31, 1994. The shares reported do not include
1,300 shares owned by family members, for which such directors and executive
officers disclaim beneficial ownership.
MANAGEMENT DEVELOPMENT AND
NOMINATING COMMITTEE
REPORT ON EXECUTIVE COMPENSATION
The Management Development and Nominating Committee approves the Corporation's
compensation philosophy and the compensation, perquisites and other benefits of
the Corporation's executive officers under salary, incentive and other plans
authorized by the Board of Directors or the Corporation's shareholders.
The Management Development and Nominating Committee is composed entirely of
independent outside directors. Each year, the Committee reviews compensation
matters with the Board of Directors. In addition, the Committee recommends for
consideration and approval by all of the outside directors the compensation for
the Chairman of the Board and President.
Compensation Philosophy
The Corporation's executive compensation philosophy is designed to address the
needs of the Corporation, its executives and its shareholders. The executive
compensation program is structured to:
- closely link compensation to the individual's performance and the
Corporation's financial results
- align the interests of the Corporation's executives and its shareholders
by emphasizing both the short term and strategic focus of the
Corporation's businesses and by facilitating management stock ownership
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<PAGE> 14
- enable the Corporation to attract and retain a world class management
team.
This philosophy applies to all management employees of the Corporation including
the named executive officers. The Corporation's executive compensation program
is composed of: (i) an annual cash component, consisting of salary and an
incentive based on the financial performance of: a Sector or Division in the
case of Sector and Division management respectively; a Sector and the
Corporation in the case of the Sector Presidents; and the Corporation in the
case of the other Corporate officers; and (ii) a long-term incentive component,
consisting of stock options or performance shares. In addition, Mr. Cantrell
participates in the Lanier annual and long-term compensation plans, which are
addressed elsewhere in this proxy statement.
The Corporation utilizes a formal system for evaluating executive performance.
Executive annual cash compensation consisting of base pay and an annual
incentive award opportunity is determined by reference to external industrial
surveys of compensation of executives in similar positions; past individual
performance and experience in the position; and scope of responsibility. The
payouts for annual incentive awards are based upon the degree of achievement of
the net income target of the executive's business unit which is established
before the start of the year as part of the Corporation's strategic planning
process. Similarly, executive long-term compensation payouts in the form of
performance shares, stock options or cash are also tied to the degree of
attainment of financial and operating goals and objectives outlined in the
strategic planning process.
The Corporation's executive compensation program is designed to ensure that
executive pay remains competitive with pay for comparable jobs, responsibilities
and performance in leading industrial companies. The Corporation periodically
retains outside compensation and benefit consultants to review the Corporation's
executive compensation programs.
Total Annual Compensation
Annual cash compensation consists of a fixed salary and an opportunity for a
variable performance incentive. The Corporation's Annual Incentive Plan provides
for payment of a designated amount based upon achievement of specific financial
objectives. Performance is measured as a percent of attainment against these
objectives. Payments cannot exceed 200% of the designated amount. The percentage
of total annual pay attributable to incentive compensation increases
proportionately with the executive's level of management responsibility. For the
executive officers named in the Summary Compensation Table, planned incentive
compensation ranges from 46% to 55% of total annual compensation.
Long-Term Compensation
The Corporation's Stock Incentive Plan, which was approved by the shareholders
of the Corporation at the 1990 Annual Meeting, provides the means for aligning
executive interests and shareholder interests. The Plan permits the granting of
any or all of the following awards: (1) performance shares conditioned upon
meeting performance criteria, (2) restricted stock, (3) stock options, including
incentive stock options, (4) stock appreciation rights, independent of, or, in
tandem with, stock options, and (5) other awards valued in whole or in part by
reference to, or otherwise based on, the Corporation's Common Stock.
The Committee believes that through the use of stock incentives the interests of
the Corpo-
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ration's executives are directly related to enhancing shareholder value. To
date, the Committee has granted only performance share awards and stock options.
With respect to performance share awards, the Committee determines the
applicable performance criteria utilizing the Corporation's strategic planning
process and a period of time (generally, three fiscal years) during which the
Corporation's performance is to be measured. The Committee then assigns to each
participant a number of performance shares and establishes a mechanism for
computing the number of performance shares that can be earned during the period
based on the performance of a Sector or Division in the case of Sector and
Division management respectively, of a Sector and the Corporation in the case of
the Sector Presidents, and of the Corporation in the case of other Corporate
officers. Payouts range from zero to 200% of the performance share award.
Performance shares are valued in direct relation to the market value of the
equivalent number of shares of the Corporation's Common Stock. Stock options are
granted at fair market value as of the grant date, vest over three or four
years, and generally have a term of not greater than ten years. Stock options
provide value to the executives only when the price of the Corporation's Common
Stock increases above the option grant price.
Chief Executive Officer Compensation
In determining Mr. Hartley's base salary, incentive compensation and performance
share award for fiscal 1994, the Committee considered both the Corporation's
performance and Mr. Hartley's individual performance by the same measures
described above for determining executive officer compensation.
In fiscal 1994, Mr. Hartley received incentive compensation based upon 105%
achievement of the Corporation's net income target for the year. Mr. Hartley's
long-term incentive compensation was measured against the Corporation's return
on equity and earnings per share growth objectives established at the outset of
the three year period commencing July 1, 1991 and ending June 30, 1994. Based
upon the performance of the Corporation for that three year period the Committee
authorized the payout of 35,000 performance shares originally awarded in fiscal
1992.
Impact of Recent Tax Legislation
Internal Revenue Code Section 162(m), enacted in 1993, precludes a public
corporation from taking a deduction in 1994 or subsequent years for compensation
in excess of $1 million for its chief executive officer or any of its four other
highest-paid officers. Certain performance-based compensation, however, is
specifically exempt from the deduction limit.
The Committee has closely followed the enactment of Section 162(m) and the
Internal Revenue Service proposed regulations issued in December 1993
implementing this legislation. The Committee recognizes that some of the
compensation paid to one or more of the five covered executive officers may not
qualify for exemption. The Committee is reluctant, however, to make changes at
this time to the executive compensation programs solely for tax purposes, at
least until final regulations are issued. At that time, the Committee will
assess the practical impact of the new tax legislation on executive compensation
and determine what action, if any, is appropriate.
Ralph D. DeNunzio, Chairman
Lester E. Coleman
Joseph L. Dionne
12
<PAGE> 16
PERFORMANCE GRAPH
The graph below compares the performance of the Corporation with the performance
of the Standard and Poor's (S&P) 500 Composite Index and the S&P High Technology
Composite Index. The comparison of total return on investment (change in year
end stock price plus reinvested dividends) for each of the periods assumes that
$100 was invested on June 30, 1989 in the Corporation and each of the indices
with the investment weighted on the basis of market capitalizations.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
AMONG S&P 500, S&P HIGH TECH AND HARRIS CORPORATION
<TABLE>
<CAPTION>
MEASUREMENT PERIOD
(FISCAL YEAR COVERED) S&P 500 S&P HIGH TECH HARRIS
<S> <C> <C> <C>
1989 100 100 100
1990 116 113 110
1991 125 106 87
1992 142 113 96
1993 161 132 139
1994 163 143 162
</TABLE>
13
<PAGE> 17
SUMMARY COMPENSATION TABLE
The table below illustrates annual and long term compensation for services to
the Corporation for the fiscal years ended June 30, 1994, 1993 and 1992 for
those executives who, as of June 30, 1994 were (i) Chief Executive Officer and
(ii) the other four most highly compensated executives of the Corporation.
<TABLE>
<CAPTION>
LONG TERM COMPENSATION
---------------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
----------------------------------------- ---------- ------------
OTHER ANNUAL OPTIONS/ LTIP ALL OTHER
NAME AND COMPENSATION(1) SARS PAYOUTS(2) COMPENSATION(4)
PRINCIPAL POSITION YEAR SALARY($) BONUS($) ($) (#) ($) ($)
<S> <C> <C> <C> <C> <C> <C> <C>
- - --------------------
J. T. Hartley 1994 595,833 660,120 135,240 92,337 1,544,375 389,291
Chairman of the 1993 567,500 560,780 105,560 42,657 610,313 318,235
Board and Chief 1992 530,000 529,947 -- 0 0 --
Executive Officer
P. W. Farmer 1994 387,500 357,565 63,382 2,744 661,875 87,397
President and Chief 1993 317,500 270,474 43,307 20,000 195,688 60,459
Operating Officer 1992 271,666 270,103 -- 0 42,388 --
W. E. Cantrell 1994 285,577 292,187 0 14,661 147,000(3) 3,476
President -- Lanier 1993 271,538 292,133 0 20,296 0 3,137
Worldwide 1992 260,000 446,425 -- 8,000 490,000 --
G. W. Numann 1994 250,000 294,147 38,364 2,401 389,712 61,502
President -- 1993 245,833 192,438 29,952 19,475 141,593 46,819
Communications 1992 225,000 223,906 -- 0 0 --
Sector
B. R. Roub 1994 245,000 247,545 33,488 4,593 361,825 57,565
Senior Vice 1993 241,667 209,018 25,584 2,342 143,375 46,069
President -- Chief 1992 225,000 189,981 -- 0 0 --
Financial Officer
</TABLE>
------------------
(1) None of the executive officers named in the Summary Compensation Table
received personal benefits in excess of the lesser of $50,000 or 10% of total
compensation for fiscal 1994 or 1993. The amounts reported represent dividend
equivalent payments on outstanding performance shares granted under the Stock
Incentive Plan. Disclosure for fiscal 1992 is not required.
(2) In August 1991, the Management Development and Nominating Committee adopted
a new measurement methodology for performance share awards pursuant to which
final payout is determined by the Committee based primarily upon actual
financial performance compared with Strategic Plan objectives. Financial
performance criteria include: corporate return on equity and earnings per share
growth; and sector/division return on capital and net income growth. This
methodology was applied to Performance Share Awards covering each of the three
year periods ended June 30, 1994 and 1993. The original payout for Performance
Share Awards for the three year period ended June 30, 1993 was to be determined
by application of financial results to a predetermined matrix composed of
measurements of earnings growth and return on equity or capital.
The value of the shares earned for the three year period ended June 30, 1994
(Mr. Hartley -- 35,000; Mr. Farmer -- 15,000; Mr.
14
<PAGE> 18
Numann -- 8,832; and Mr. Roub -- 8,200 shares) is based upon the closing price
of the Corporation's Common Stock on June 30, 1994.
The value of the shares earned for the three year period ended June 30, 1993
(Mr. Hartley -- 15,750; Mr. Farmer -- 5,050; Mr. Numann -- 3,654; and Mr. Roub
- - -- 3,700 shares) is based upon the closing price of the Corporation's Common
Stock on June 30, 1993. These shares remain restricted and subject to forfeiture
upon earlier termination of employment under certain circumstances until June
30, 1995. Mr. Farmer earned 1,541 shares for the three year period ended June
30, 1992. The value of these shares is based upon the closing price of the
Corporation's Common Stock on June 30, 1992. The restrictions on these shares
lapsed on June 30, 1994.
Performance Shares that were not earned were forfeited by the named executive
officers and returned to the Corporation. Performance Shares forfeited for the
performance period ended June 30, 1994 are as follows: Mr. Numann -- 768; and
for the performance period ended June 30, 1993 are as follows: Mr. Hartley --
15,750; Mr. Farmer -- 5,050; Mr. Numann -- 5,046; and Mr. Roub -- 3,700 shares;
and for the performance period ended June 30, 1992 are as follows: Mr. Hartley
- - -- 23,500; Mr. Farmer -- 5,959; Mr. Numann -- 6,500; and Mr. Roub -- 5,500
shares.
(3) Mr. Cantrell's grants were made under the Lanier Worldwide, Inc. Longer Term
Incentive Plan For Key Employees described in the Long Term Incentive Plans --
Awards in Last Fiscal Year table. The payment reflected in the table for fiscal
1994 is for performance during the three year performance period
ended June 30, 1994 and for fiscal 1992 is for performance during the three year
performance period ended June 30, 1990. Payment of the fiscal 1992 award was
made upon the expiration of a two year holding period following the completion
of the performance period and during the two-year holding period was subject to
forfeiture upon earlier termination of employment under certain circumstances
with Lanier Worldwide, Inc.
(4) Amounts reported include:
(i) Contributions to the Harris Corporation Retirement Plan for fiscal
1994 are as follows: Mr. Hartley -- $15,000; Mr. Farmer -- $10,503;
Mr. Numann -- $10,485; and Mr. Roub -- $10,470; and for fiscal 1993
are as follows: Mr. Hartley -- $15,000; Mr. Farmer -- $11,336; Mr.
Numann -- $11,199; and Mr. Roub -- $13,103.
(ii) Contributions made to the Corporation's Supplemental Executive
Retirement Plan for fiscal 1994 are as follows: Mr. Hartley --
$374,291; Mr. Farmer -- $76,894; Mr. Numann -- $51,017; and Mr. Roub
-- $47,095; and for fiscal 1993 are as follows: Mr. Hartley --
$303,235; Mr. Farmer -- $49,123; Mr. Numann -- $35,620; and Mr. Roub
-- $32,966.
(iii) Contributions for fiscal 1994 of $3,476 and for fiscal 1993 of $3,137
were made on behalf of Mr. Cantrell to the Lanier Worldwide, Inc.
Savings Incentive Plan.
Disclosure for fiscal 1992 is not required.
15
<PAGE> 19
OPTION/SAR GRANTS IN LAST FISCAL YEAR
Shown below is additional information on grants of stock options made under the
Stock Incentive Plan during the fiscal year ended June 30, 1994.
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
--------------------------- POTENTIAL REALIZABLE VALUE AT
% OF TOTAL ASSUMED ANNUAL RATES OF STOCK
OPTIONS/SARS OPTIONS/SARS PRICE APPRECIATION FOR OPTION
GRANTED GRANTED TO EXERCISE OR TERM
(1) EMPLOYEES IN BASE PRICE EXPIRATION -----------------------------
NAME (#) FISCAL YEAR ($/SHARE) DATE 5%($) 10%($)
<S> <C> <C> <C> <C> <C> <C>
- - ----------------
J. T. Hartley 15,612 9.0 43.2500 8/27/98 187,819 415,356
15,513 9.0 42.3750 8/23/95 64,383
131,634
7,578 4.4 42.3750 8/27/98 87,242
192,412
15,246 8.8 50.5000 8/24/94 19,699
38,951
2,309 1.3 50.5000 8/23/95 8,946
18,114
2,070 1.2 50.5000 8/22/96 13,648
28,317
2,004 1.2 51.0000 8/22/96 --
--
23,624 13.7 50.3750 8/22/96 148,912
308,215
151 0.9 50.3750 8/26/99 2,306
5,153
8,230 4.8 50.3750 1/22/98 85,320
182,974
P. W. Farmer 1,663 1.0 45.8750 8/27/98 19,682 43,159
1,081 0.6 45.8750 1/22/98 11,010
23,777
W. E. Cantrell 8,000 4.6 41.0000 8/27/03 206,277 522,748
2,554 1.5 45.8750 8/28/02 62,015
151,491
1,032 0.6 45.8750 8/23/01 21,565
51,216
1,062 0.6 45.8750 8/24/00 18,833
43,533
2,013 1.2 45.8750 8/24/94 3,189
6,333
G. W. Numann 2,401 1.4 52.2500 8/24/94 3,089 6,106
B. R. Roub 1,845 1.1 46.8750 8/27/98 22,720 49,920
1,090 0.6 44.6250 8/23/95 3,057
6,151
916 0.5 44.6250 8/22/96 4,735
9,760
384 0.2 44.6250 1/22/98 3,356
7,166
358 0.2 44.6250 8/27/98 3,691
8,002
</TABLE>
- - ---------------
All of the stock options shown in the table, with the exception of Mr.
Cantrell's 8,000 share grant, were Restoration Stock Options, which are
described below.
<TABLE>
<S> <C> <C>
Shareholder Gain(2) $957,682,041 $2,426,954,321
Named Executive Officers gain as % of all shareholders gain 0.30 % 0.30 %
</TABLE>
---------------
(1) All stock option grants, without exception, are made under the Corporation's
Stock Incentive Plan. The term of each stock option is generally 10 years
and is generally exercisable in installments as follows: 50% after one year;
75% after two years; and 100% after three years. The exercise price is the
closing price of a share of the Corporation's Common Stock on the date of
grant. The exercise price may be paid in cash or shares of the Corporation's
Common Stock, or "cashless exercise" procedures may be used. If shares of
the Corporation's Common Stock are delivered in payment, a Restoration Stock
Option (RSO) will be granted equal to the number of shares used to exercise
the stock option. The expiration date of these grants remains the last day
the underlying grant is exercisable. RSO grants are non-qualified, and are
first exercisable six months after the date of grant at the then market
value.
(2) The enclosed information shows the increase in market value of the
Corporation's Common Stock for all shareholders, assuming the stock price
appreciation at 5% and 10%, respectively, over a ten year period.
16
<PAGE> 20
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END
OPTION/SAR VALUES
Shown below is information with respect to the options exercised and unexercised
options to purchase the Corporation's Common Stock for those executive officers
named in the Summary Compensation Table. These grants were made under the Stock
Option Plan for Key Employees and its successor, the Stock Incentive Plan. The
data reported are as of June 30, 1994.
<TABLE>
<CAPTION>
VALUE OF UNEXERCISED IN-THE-
MONEY
NUMBER OF UNEXERCISED OPTIONS/SARS AT
OPTIONS/SARS AT FISCAL FISCAL YEAR-END (1)
SHARES VALUE YEAR-END(#) ($)
ACQUIRED ON REALIZED ----------------------------- -----------------------------
NAME EXERCISE(#) ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
<S> <C> <C> <C> <C> <C> <C>
- - ------------------
J. T. Hartley 172,604 3,006,810 118,020 53,634 753,034 0
P. W. Farmer 7,000 118,625 36,744 10,000 389,125 70,000
W. E. Cantrell 11,000 199,495 34,957 16,000 317,506 164,120
G. W. Numann 4,914 66,182 36,581 2,401 407,501 0
B. R. Roub 8,988 171,016 11,887 2,748 103,500 0
</TABLE>
---------------
(1) Based on the closing price on the New York Stock Exchange -- Composite
Transactions of the Corporation's Common Stock on June 30, 1994.
17
<PAGE> 21
LONG TERM INCENTIVE PLANS -- AWARDS IN LAST FISCAL YEAR(1)
<TABLE>
<CAPTION>
PERFORMANCE OR ESTIMATED FUTURE PAYOUTS UNDER
OTHER PERIOD NON-STOCK PRICE-BASED PLANS
NUMBER OF UNTIL -------------------------------------------------
SHARES OR MATURATION OR THRESHOLD TARGET MAXIMUM
NAME $ PAYOUT (SHARES OR $) (SHARES OR $) (SHARES OR $)
<S> <C> <C> <C> <C> <C>
- - ---------------------
J. T. Hartley 35,000 6/30/96 0 35,000 70,000
P. W. Farmer 20,000 6/30/96 0 20,000 40,000
W. E. Cantrell(2) $250,000 6/30/96 0 $ 250,000 $ 500,000
G. W. Numann 10,500 6/30/96 0 10,500 21,000
B. R. Roub 9,000 6/30/96 0 9,000 18,000
</TABLE>
---------------
(1) Awards of performance shares under the Stock Incentive Plan to participants
are made at the beginning of each performance period and are earned based on
the performance of the business unit, the Corporation or some combination
thereof. The plan is designed to motivate key employees to maximize longer
term appreciation in shareholder value by aligning their interests with
shareholder interests. Final payout is determined by the Management
Development and Nominating Committee and is based upon financial performance
compared with Strategic Plan objectives. Performance criteria include:
corporate return on equity and earnings per share growth; and
sector/division return on capital and net income growth. Share payouts are
made following the determination of the Committee and range from zero to a
maximum of 200% of the original shares awarded. Strategic Plans covering a
three year period are prepared annually for each business unit and for the
Corporation. In addition, participants receive quarterly payments in respect
of the number of performance shares awarded equal to dividends paid to
shareholders of the same number of shares of the Corporation's Common Stock.
(2) Mr. Cantrell's cash award is based upon the criteria described above and was
made under the Lanier Worldwide, Inc. Longer Term Incentive Plan for Key
Employees.
------------------
LANIER WORLDWIDE PENSION PLAN
The Lanier Worldwide, Inc. Pension Plan is a defined benefit plan. Substantially
all of the United States employees of Lanier Worldwide and its participating
subsidiaries are eligible to participate. The Plan is fully paid by Lanier
Worldwide, and employees become vested upon the completion of five years of
service. For an employee retiring at age 65, annual pension benefits are
determined by adding (a) 1.22% of the average of the employee's five highest
consecutive years' compensation in the last ten calendar years before
retirement, multiplied by the lesser of the employee's years of service or 30,
and (b) .33% of that part of the employee's five-year average compensation in
excess of a certain amount, multiplied by the lesser of the employee's years of
service or 30. The following table sets forth the estimated annual pension
benefits payable upon retirement in specified compensation and years of service
classifications. The amounts shown in the table apply to employees of Lanier
Worldwide retiring after June 30, 1992, at age 65 or older.
18
<PAGE> 22
PENSION PLAN TABLE
<TABLE>
<CAPTION>
HIGHEST
CONSECUTIVE ESTIMATED ANNUAL ANNUITY FOR
5-YEAR CREDITED YEARS OF SERVICE
AVERAGE ------------------------------------------------
COMPENSATION 15 20 25 30
------------------------------------------------
<S> <C> <C> <C> <C>
$100,000 $ 22,051 $ 29,401 $ 36,751 $ 44,101
200,000 45,301 60,401 75,501 90,601
300,000 68,551 91,401 114,251 137,101
400,000 91,801 122,401 153,001 183,601
500,000 115,051 153,401 191,751 230,101
600,000 138,301 184,401 230,501 276,601
</TABLE>
Compensation recognized by the Plan is base salary, bonuses and sales
commissions. Base salary for purposes of calculating retirement benefits under
the Plan includes amounts deferred under the Lanier Worldwide, Inc. Savings
Incentive Plan. For fiscal 1994, average compensation for Mr. Cantrell does not
include amounts earned under the Longer Term Incentive Plan. As of June 30,
1994, Mr. Cantrell's average compensation was $235,840, and he had 30 credited
years of service in the Plan.
Lanier Worldwide's Supplemental Executive Retirement Plan furnishes certain
employees retirement benefits which would have been available under the Pension
Plan but for the limitations imposed by the Internal Revenue Code. Upon
retirement or other termination, the then value of the amount deferred is
payable in cash.
EXECUTIVE SEVERANCE AGREEMENTS
The Corporation has entered into executive severance contracts with the
corporate officers, including each of the executive officers named in the table,
to provide continuity of management in the event of a defined change in control.
Under the agreements, in the event a change in control is undertaken by a third
party and the officer does not voluntarily terminate employment within six
months following the change in control, the officer is entitled to payments in
the event of termination of employment by the employee or by the Corporation
during a one-year period following a change in control. Upon any such
termination, the officer shall be entitled to payments in an amount equal to
one, two or three times planned annual base and incentive compensation,
depending on the officer involved. These amounts are for three years in the case
of Mr. Hartley and two years in the case of the other executive officers named
in the Summary Compensation Table and can be approximated by multiplying the
years times the compensation amounts set forth in the table. In addition, the
agreement provides for the vesting of amounts in the retirement plan for the
account of the officer, as well as immediate vesting of all options and stock
appreciation rights outstanding and continuation of various benefits for a like
period.
SELECTION OF AUDITORS
The Board of Directors recommends the selection of Ernst & Young, independent
public accountants, to audit the books and accounts of the Corporation for the
current fiscal year which ends June 30, 1995. A representative of Ernst & Young
is expected to be present at the shareholders' meeting with the opportunity to
make a statement if he desires to do so and to be available to respond to
appropriate questions of shareholders.
------------------
SHAREHOLDER PROPOSALS FOR THE 1995 ANNUAL MEETING
Shareholder proposals intended to be presented at the 1995 annual meeting of
shareholders and to be included in the Corporation's proxy statement and form of
proxy for that meeting must be received by the Corporation not later than May
19, 1995.
19
<PAGE> 23
HARRIS CORPORATION
Melbourne, Florida 32919
J.T. HARTLEY, P.W. FARMER and R.L. BALLANTYNE, or any of them, are hereby
P authorized, with full power of substitution, to represent and to vote the
R stock of the undersigned at the Annual Meeting of Shareholders of the
O Corporation to be held on October 28, 1994, or at any adjournment, upon
X such business as may properly come before the meeting, including the
Y following items as set forth in the Proxy Statement.
Election of Directors, Nominees: (change of address)
Ralph D. DeNunzio, Joseph L. Dionne, Alexander B. Trowbridge __________________
__________________
__________________
__________________
You are encouraged to specify your choices by marking the appropriate boxes,
SEE REVERSE SIDE. This Proxy, when properly executed, is voted in the manner
directed herein by the undersigned stockholder. If no direction is made, this
proxy will be voted for the election of directors and for Proposal 2. The
Proxies cannot vote your shares unless you sign and return this card.
SEE REVERSE
SIDE
<PAGE> 24
<TABLE>
<S> <C> <C> <C>
X Please mark your SHARES IN YOUR NAME REINVESTMENT SHARES
votes as in this
example.
FOR WITHHELD FOR AGAINST ABSTAIN
1. Election of 2. Selection of In their discretion, the Proxies are authorized
Directors / / / / Ernst & Young as / / / / / / to vote upon such other business as may
(see reverse) auditors properly come before the meeting.
For, except vote withheld from the following nominee(s): THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS AND WILL BE VOTED AS
SPECIFIED, IF NO SPECIFICATION IS MADE, IT WILL BE VOTED FOR EACH ITEM
SET FORTH ABOVE.
PROXY-PLEASE MARK, DATE, SIGN AND MAIL PROMPTLY
Change of Address / /
Attend Meeting / /
SIGNATURE(S)____________________________________________________________________ DATE _______________
SIGNATURE(S)____________________________________________________________________ DATE _______________
Please sign exactly as name appears above. When signing as attorney, executor, administrator, trustee, or guardian, give your
full title as such.
</TABLE>
