<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
CLARCOR INC.
- --------------------------------------------------------------------------------
(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> 2
[CLARCOR INC LOGO]
NOTICE OF
ANNUAL MEETING OF SHAREHOLDERS
The Annual Meeting of Shareholders of CLARCOR Inc. (the "Company") will be
held at The University of Illinois College of Medicine at Rockford, 1601
Parkview Ave., Rockford, Illinois 61107, on Tuesday, March 25, 1997 at 6:00
P.M., Central Standard Time, for the following purposes:
1. To elect two Directors for a term of three years each; and
2. To transact such other business as may properly come before the
meeting or any adjournment thereof.
Only holders of CLARCOR Common Stock of record at the close of business on
Tuesday, February 11, 1997 are entitled to receive notice of and to vote at the
meeting or any adjournment thereof.
Whether or not you plan to attend the meeting, you are requested to sign
and date the enclosed proxy and return it promptly in the envelope enclosed for
that purpose.
MARCIA S. BLAYLOCK
Secretary
PLEASE SIGN AND DATE THE ACCOMPANYING PROXY
AND MAIL IT PROMPTLY.
Rockford, Illinois
February 18, 1997
<PAGE> 3
CLARCOR INC.
2323 SIXTH STREET
P.O. BOX 7007
ROCKFORD, ILLINOIS 61125
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of CLARCOR Inc. (the "Company") for use at the
Annual Meeting of Shareholders to be held at The University of Illinois College
of Medicine at Rockford, 1601 Parkview Ave., Rockford, Illinois 61107, on
Tuesday, March 25, 1997 at 6:00 P.M., Central Standard Time, for the purposes
set forth in the Notice of Annual Meeting. This Proxy Statement and the
accompanying proxy are being mailed to shareholders on February 18, 1997.
A shareholder who gives a proxy may revoke it at any time before it is
voted by giving written notice of the termination thereof to the Secretary of
the Company, by filing with her another proxy or by attending the Annual Meeting
and voting his or her shares in person. All valid proxies delivered pursuant to
this solicitation, if received in time and not revoked, will be voted. If no
specifications are given by the shareholder executing the proxy card, valid
proxies will be voted to elect the two persons nominated for election to the
Board of Directors listed on the proxy card enclosed herewith and, in the
discretion of the appointed proxies, upon such other matters as may properly
come before the meeting.
As of February 11, 1997, the Company had outstanding 14,914,057 shares of
Common Stock and each outstanding share is entitled to one vote on all matters
to be voted upon. Only holders of CLARCOR Common Stock of record at the close of
business on February 11, 1997 are entitled to notice of and to vote at the
meeting. A majority of the shares of Common Stock issued and outstanding and
entitled to vote at the meeting, present in person or represented by proxy, will
constitute a quorum for purposes of the Annual Meeting.
ELECTION OF DIRECTORS
NOMINEES FOR ELECTION TO THE BOARD
At the Annual Meeting two directors are to be elected. Proxies will be
voted for the election of Messrs. J. Marc Adam and Stanton K. Smith, Jr. unless
the shareholder signing such proxy withholds authority to vote for one or more
of these nominees in the manner described on the proxy. If a quorum is present
at the meeting, the two candidates for director receiving the greatest number of
votes will be elected. Withholding authority to vote for a director nominee will
not prevent such director nominee from being elected. Messrs. Adam and Smith are
directors of the Company previously elected by its shareholders whose terms in
office expire this year. If elected, Messrs. Adam and Smith will hold office for
a three year period ending in 2000 or until their respective successors are duly
elected and qualified.
Mr. Dudley J. Godfrey, Jr. will not stand for reelection at the Annual
Meeting because of the Company's policy which requires directors to retire at
the first Annual Meeting following the date on which such Director reached the
age of 70. The Board has commenced a search for suitable candidates to replace
Mr. Godfrey and the Board expects to fill the vacancy caused by his retirement
during 1997.
The Board has also begun a search for a replacement for Mr. Frank A.
Fiorenza, a director who died in 1996. The Board has asked Mr. Godfrey to fill
the vacancy caused by Mr. Fiorenza's death on an interim basis until a permanent
replacement can be found.
In the event that either of the nominees should for some reason, presently
unknown, fail to stand for election, the persons named in the enclosed form of
proxy intend to vote for substitute nominees.
1
<PAGE> 4
INFORMATION CONCERNING NOMINEES AND DIRECTORS
<TABLE>
<CAPTION>
YEAR TERM AS
DIRECTOR DIRECTOR
NAME AGE SINCE EXPIRES
---- --- -------- ------------
<S> <C> <C> <C>
*J. Marc Adam 58 March 23, 1991 2000
Senior Vice President Marketing, 3M, St. Paul, Minnesota
since 1995. He was elected Group Vice President, Consumer
Products Group in May 1986, Group Vice President, Consumer
& Advertising Markets Group in January 1991, Group Vice
President, Medical Products Group in September 1991 and
Corporate Vice President Marketing in 1995. 3M is a
diversified manufacturer. Mr. Adam is a Director of the 3M
Foundation and Schneider National Inc.
*Stanton K. Smith, Jr. 66 March 21, 1970 2000
Senior Counsel, Skadden, Arps, Slate, Meagher & Flom law
firm, New York, New York, since April 1996. From 1988 to
1991 he served as President and from 1991 to March 1996 he
served as Vice Chairman, CMS Energy Corporation, Dearborn,
Michigan. CMS Energy Corporation is a utility and energy
holding company.
Milton R. Brown 65 November 29, 1990 1999
Chairman, President and Chief Executive Officer, Suntec
Industries Incorporated, Rockford, Illinois, since 1984.
Suntec Industries manufactures fuel units, solenoid
valves, and safety shut off valves. Mr. Brown is a
Director of AMCORE Financial, Inc., Suntec Industries
Incorporated and Suntec Industries -- France.
**Dudley J. Godfrey,
Jr. 70 March 26, 1988 1999
President of the law firm of Godfrey & Kahn, S.C.,
Milwaukee, Wisconsin. Mr. Godfrey has been a member of
Godfrey & Kahn since 1957. He is a Director of Manpower,
Inc., ARM Financial Group, Inc., Fort Howard Corporation
and other closely and privately held companies. He is a
member of the University of Michigan Law School Board of
Visitors.
Don A. Wolf 67 March 28, 1987 1999
Retired President and Chief Executive Officer, Hardware
Wholesalers, Inc., Fort Wayne, Indiana. Hardware
Wholesalers, Inc. is a wholesaler of hardware, plumbing
supplies, electrical apparatuses, and construction
products. Mr. Wolf is a Director of the Fort Wayne
National Bank.
Carl J. Dargene 66 April 1, 1989 1998
Chairman, AMCORE Financial, Inc., Rockford, Illinois since
January 1996. Mr. Dargene served as President and Chief
Executive Officer, AMCORE Financial, Inc. from 1986 to
1995. He was elected Chairman, President and Chief
Executive Officer in May 1995. AMCORE Financial, Inc. is a
bank holding company. Mr. Dargene is a Director of AMCORE
Financial, Inc. and Woodward Governor Company.
Lawrence E. Gloyd 64 March 31, 1984 1998
Chairman and Chief Executive Officer, CLARCOR Inc. since
June 1995. Mr. Gloyd was elected President and Chief
Executive Officer in March 1988 and Chairman, President
and Chief Executive Officer in March 1991. Mr. Gloyd is a
Director of AMCORE Financial, Inc., Thomas Industries,
Inc., Woodward Governor Company, and G.U.D. Holdings Ltd.
***Norman E. Johnson 48 June 26, 1996 1998
President and Chief Operating Officer, CLARCOR Inc. since
June 1995. Mr. Johnson was elected President-Baldwin
Filters, Inc. in 1990, Vice President-CLARCOR in 1992, and
Group Vice President-Filtration Products in 1993.
</TABLE>
- ------------------------------
* Nominees for election to terms expiring in 2000.
** Mr. Godfrey's current term expires on March 25, 1997. The Board has asked
Mr. Godfrey to fill the vacancy caused by Mr. Fiorenza's death on an interim
basis until a permanent replacement can be found.
*** Mr. Johnson was elected to the Board for a term expiring in March 1998 to
fill a vacancy created by the resignation of Richard A. Snell from the Board
on June 26, 1996.
DUTIES OF BOARD OF DIRECTORS
The Board of Directors has the responsibility to serve as the trustee for
the shareholders. It also has the responsibility for establishing broad
corporate policies and for the overall performance of the Company. However, the
Board is not involved in day-to-day operating details. Members of the Board are
kept informed of the Company's business through discussion with the Chief
Executive Officer and other officers, by reviewing analyses and reports sent to
them each month and by participating in Board and committee meetings.
2
<PAGE> 5
COMMITTEES OF THE BOARD OF DIRECTORS
During fiscal 1996, the standing committees of the Board of Directors were
the Executive, Audit, and Compensation & Stock Option Committees.
The Executive Committee exercises all powers and authority of the Board of
Directors when the Board is not in session, except that the Executive Committee
may not authorize certain major corporate actions such as amendments of the
Company's Restated Certificate of Incorporation or Bylaws, mergers or the sale
of substantially all of the assets of the Company or the payment of dividends.
The primary functions of the Executive Committee include review and
recommendations with respect to mergers and acquisitions, divestitures, major
expenditures and long-range planning. The Executive Committee is also
responsible for recommending qualified individuals for nomination to fill
vacancies on the Board. The full Board may accept or reject the Committee's
recommendations. No procedures have been established for the consideration by
the Executive Committee of nominees recommended by shareholders of the Company.
The Executive Committee met once during fiscal 1996. The present members of the
Executive Committee are Messrs. J. Marc Adam, Carl J. Dargene, Lawrence E.
Gloyd, Dudley J. Godfrey, Jr., Stanton K. Smith, Jr., and Don A. Wolf.
The Audit Committee consists of three directors who are not officers of the
Company. It is the responsibility of the Audit Committee to recommend the
selection of independent auditors and to review audits, proposals and other
services as performed by the independent auditors. The Committee also reviews
the activities and findings of the internal audit staff and discusses the
Company's system of internal controls with the Company's independent auditors.
The Audit Committee met twice during fiscal 1996. The present members of the
Committee are Messrs. Milton R. Brown, Dudley J. Godfrey, Jr. and Stanton K.
Smith, Jr.
The Compensation & Stock Option Committee determines the compensation of
key officers and employees. It reviews and administers the Company's 1994
Incentive Plan and grants stock awards under such Plan to certain officers and
key employees of the Company. The Committee met three times during fiscal 1996.
The present members of the Committee are Messrs. J. Marc Adam, Carl J. Dargene,
and Don A. Wolf.
MEETINGS AND FEES OF THE BOARD OF DIRECTORS
The Board of Directors held nine meetings during fiscal 1996. All of the
Company's directors attended at least 75% of the total number of meetings of the
Board of Directors and Committees of the Board of which they are members.
In fiscal 1996, directors who were not employees of the Company
("Non-employee Directors") received an annual retainer of $20,000 and fees of
$1,000 for each meeting of the Board of Directors and each separate Committee
meeting attended and reimbursement for travel expenses related to attendance at
Board and Committee meetings. Non-employee Directors who are Chairmen of
Committees received an additional annual fee of $3,250 in fiscal 1996.
For several years the Company has had a retirement plan for Non-employee
Directors (the "Directors Plan"). The Directors Plan provided for annual
payments equal to the retainer amount at retirement to be paid for the life of
the Non-employee Director, but not beyond the period of years equal to the
number of years served as director. During fiscal 1996, the Board of Directors
decided to terminate the Directors Plan for current and future Non-employee
Directors. As a result, the present value of the retirement benefits for each
current Non-employee Director was calculated through November 30, 1996 and
benefits will not be accrued after that date. The present value of each Non-
employee Director's benefit will be deferred and paid with interest at
retirement. The retainer amount paid to directors will be increased $8,000
beginning in fiscal 1997 as a result of the termination of the retirement plan
for Non-employee Directors.
Pursuant to the Company's Deferred Compensation Plan for Directors, a
Non-employee Director may elect to defer receipt of the Director's fees to which
he is entitled and to be paid the amounts so
3
<PAGE> 6
deferred, plus interest thereon at the prime rate announced quarterly by The
First National Bank of Chicago, or its successor; either when the participant
ceases being a Director of the Company or upon his retirement from his principal
occupation or at the time the participant reaches a specified age. Messrs. Adam,
Brown and Smith elected to defer the fees payable to each of them during fiscal
1996.
The Board has adopted a Directors' Restricted Stock Compensation Plan.
Under this Plan, in lieu of the annual retainer otherwise payable, on the date a
person first becomes a Non-employee Director such person receives a grant of
shares of the Company's Common Stock with an aggregate fair market value equal
to five times the amount of the annual retainer for Non-employee Directors. 20%
of these shares are vested and non-forfeitable on the date of grant. An
additional 20% becomes non-forfeitable in each of the succeeding years, provided
that the grantee remains a director. Until the fifth anniversary of the grant
the shares are non-transferable except upon death such shares are transferable
by will or the laws of descent and distribution. As of January 1, 1997, Messrs.
Dargene, Godfrey, Smith and Wolf have each received grants of 9,826 shares under
this Plan. Mr. Brown has received grants of 9,536 and Mr. Adam 9,574 shares
under the Plan. The Directors' Restricted Stock Compensation Plan was
incorporated into the 1994 Incentive Plan adopted by the shareholders of the
Company on March 31, 1994.
Under the 1994 Incentive Plan, Non-employee Directors are automatically
granted, on the date of each annual meeting of shareholders, options to purchase
2,500 shares of Common Stock at an option exercise price equal to the fair
market value of a share of Common Stock on the date of grant. Such options are
fully exercisable on the date of grant and expire ten years after the date of
grant. Shares acquired upon exercise of an option may not be sold or transferred
during the six month period following the date of grant of such option. As of
January 1, 1997, Messrs. Adam, Brown, Dargene, Godfrey, Smith and Wolf each have
fully exercisable options for 7,500 shares.
BENEFICIAL OWNERSHIP OF THE COMPANY'S COMMON STOCK
CERTAIN BENEFICIAL OWNERS
The following table provides information concerning each person who is
known to the Company to be the beneficial owner of more than 5% of the Company's
Common Stock:
<TABLE>
<CAPTION>
SHARES PERCENT
NAME AND ADDRESS BENEFICIALLY OF
OF BENEFICIAL OWNER OWNED CLASS
------------------- ------------ -------
<S> <C> <C>
Gabelli Funds, Inc. ........................................ 1,654,400(1) 11.09%
One Corporate Center
Rye, NY 10580-1434
James B. Platt, Jr. ........................................ 833,311(2) 5.59%
6030 Dellwood Place
Bethesda, MD 20817
</TABLE>
- ------------------------------
(1) Based upon information contained in a Schedule 13D as of December 3, 1996
filed with the Securities and Exchange Commission by Gabelli Funds, Inc. on
behalf of certain Gabelli entities.
(2) Shares owned of record and beneficially by Mr. Platt as of February 11,
1997.
4
<PAGE> 7
DIRECTORS, NOMINEES AND EXECUTIVE OFFICERS
The following table provides information concerning the shares of Common
Stock of the Company beneficially owned as of February 11, 1997 by all directors
and nominees, each of the executive officers named in the Summary Compensation
Table on page 6 and by all directors and executive officers of the Company as a
group:
<TABLE>
<CAPTION>
SHARES PERCENT
NAME OF PERSON OR BENEFICIALLY OF
IDENTITY OF GROUP OWNED CLASS
----------------- ------------ -------
<S> <C> <C>
J. Marc Adam (2)............................................ 17,301 *
Milton R. Brown (2)......................................... 19,433 *
Carl J. Dargene (2)......................................... 19,126 *
Lawrence E. Gloyd (1)(3).................................... 495,721 3.32%
Dudley J. Godfrey, Jr. (2).................................. 18,451 *
Norman E. Johnson (1)(3).................................... 158,518 1.06%
Stanton K. Smith, Jr. (2)................................... 24,283 *
Don A. Wolf (2)............................................. 32,984 *
Bruce A. Klein (1)(3)....................................... 37,626 *
David J. Anderson (1)(3).................................... 57,526 *
William F. Knese (1)(3)..................................... 62,198 *
All directors and executive officers as a group
(14 persons) (1)(2)(3)(4)................................. 1,034,631 6.94%
</TABLE>
- ------------------------------
*Less than one percent.
(1) Includes restricted shares of Common Stock granted on a contingent basis
under the 1994 Incentive Plan. See "Compensation of Executive Officers and
Other Information -- Performance Share Plan."
(2) Includes restricted shares granted on a contingent basis under the
Directors' Restricted Stock Compensation Plan and shares subject to stock
options granted pursuant to the Company's 1994 Incentive Plan. See "Election
of Directors -- Meetings and Fees of the Board of Directors."
(3) Includes all shares subject to stock options granted pursuant to the
Company's 1984 Stock Option Plan and the 1994 Incentive Plan. For
information as to the total number of shares subject to options granted to
Messrs. Gloyd, Johnson, Klein, Anderson and Knese and the options which are
exercisable by them within 60 days, see the table on page 8.
(4) Includes 757,320 shares subject to stock options. Options for 387,320 shares
are exercisable within 60 days.
BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Each director and each officer of the Company who is subject to Section 16
of the Securities Exchange Act of 1934 (the "Act") is required by Section 16(a)
of the Act to report to the Securities and Exchange Commission, by a specified
date, his or her beneficial ownership of or transactions in the Company's equity
securities. Reports received by the Company indicate that all such officers and
directors have filed all requisite reports with the Securities and Exchange
Commission on a timely basis during 1996.
5
<PAGE> 8
COMPENSATION OF EXECUTIVE OFFICERS AND OTHER INFORMATION
The following Summary Compensation Table sets forth the cash compensation
and certain other components of the compensation of Lawrence E. Gloyd, the
Chairman and Chief Executive Officer of the Company, and the other four most
highly compensated executive officers of the Company for the 1996 fiscal year.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
------------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
----------------------------- ---------- ---------- ALL
SECURITIES OTHER
UNDERLYING LTIP COMPEN-
NAME AND PRINCIPAL POSITION YEAR SALARY(3) BONUS(4) OPTIONS(5) PAYOUTS(6) SATION(7)
- ----------------------------------------------- ---- --------- -------- ---------- ---------- ---------
<S> <C> <C> <C> <C> <C> <C>
Lawrence E. Gloyd(1)........................... 1996 $399,231 $293,951 30,000 $128,836 $25,254
Chairman and Chief Executive Officer 1995 366,058 134,381 35,000 122,534 20,547
1994 356,539 200,626 85,000 92,593 23,653
Norman E. Johnson(1)........................... 1996 247,615 153,615 25,000 61,861 10,776
President and Chief Operating Officer 1995 206,923 65,096 20,000 44,950 8,495
1994 186,923 78,785 17,500 19,939 9,506
Bruce A. Klein (2)............................. 1996 170,078 98,439 10,000 -- 8,011
Vice President, Finance and Chief Financial 1995 140,481 38,596 7,500 -- 4,077
Officer 1994 -- -- -- -- --
David J. Anderson.............................. 1996 141,692 58,205 7,500 32,968 9,526
Vice President, International/Corporate 1995 135,865 34,729 7,500 -- 13,464
Development 1994 131,539 42,255 7,500 -- 8,483
William F. Knese 1996 117,846 41,531 5,000 15,823 4,240
Vice President, Treasurer and Controller 1995 111,625 21,596 5,000 14,069 2,716
1994 108,946 34,998 5,000 11,388 3,605
</TABLE>
- ------------------------------
(1) Messrs. Gloyd and Johnson each served as a director of the Company but
received no separate remuneration in that capacity.
(2) Mr. Klein began employment with the Company on January 3, 1995.
(3) Includes compensation deferred by the Company's executive officers pursuant
to the Company's Retirement Savings Plan, adopted in 1984.
(4) Discretionary cash bonuses granted by the Board of Directors under the
Company's Annual Incentive Plan.
(5) Consists of options granted under the Company's 1984 Stock Option Plan and
1994 Incentive Plan to acquire shares of the Company's Common Stock. See "--
Stock Options" below.
(6) Consists solely of Performance Shares and Performance Units distributed and
paid under the Performance Share Plan at the close of the Performance Cycle
ending in the year. The amount shown is equal to the number of Performance
Shares and Performance Units paid and distributed, multiplied by the average
of the closing price of a share of the Company's Common Stock for the last
30 trading days of the last fiscal year in the Performance Cycle.
At November 30, 1996, each executive officer listed above held the following
aggregate number of Performance Shares and Performance Units and the value
thereof was as follows: Mr. Gloyd, 13,131 shares and units, $288,882; Mr.
Johnson, 6,665 shares and units, $146,630; Mr. Klein, 5,130 shares and
units, $112,860; Mr. Anderson, 3,118 shares and units, $68,596; and Mr.
Knese, 2,040 shares and units, $44,880. The values shown in the preceding
sentence are based on the closing price of CLARCOR Common Stock on November
29, 1996 ($22.00) and assume that 100% of the shares and units are earned.
See "--Performance Share Plan." Each holder receives dividends on and is
entitled to vote the Performance Shares.
(7) The aggregate value of all perquisite and other personal benefits did not
exceed the lesser of either $50,000 or 10% of the total annual salary and
bonus reported for the named executive officer in the Summary Compensation
Table. The amounts shown in this column for the last fiscal year derived
from the following figures for Messrs. Gloyd, Johnson, Klein, Anderson and
Knese respectively: $9,971; $6,173; $4,240; $3,539; $1,300 -- Company match
for employee stock purchase plan; $4,750; $3,104; $2,171; $2,646; $2,063 --
Company match for 401(k) plan; $7,643 (Mr. Gloyd) -- Company paid term life
insurance premium; $1,600 (Mr. Klein) and $3,341 (Mr. Anderson) -- Company
paid group insurance premium; and $2,890 (Mr. Gloyd), $1,499 (Mr. Johnson),
and $877 (Mr. Knese) -- Company paid split dollar insurance premiums.
6
<PAGE> 9
Each officer of the Company is elected for a term of one year which begins
at the Board of Directors meeting at which he or she is elected held following
the Annual Meeting of Shareholders and ends on the date of the next Annual
Meeting of Shareholders or upon the election of his or her successor.
STOCK OPTIONS
On February 1, 1984 the Board adopted and approved the 1984 Stock Option
Plan (the "1984 Plan") which was subsequently approved by the shareholders at
the Annual Meeting held March 31, 1984, covering 800,000 shares of Common Stock.
The 1984 Plan was adjusted to reflect the 3 for 2 stock splits in the form of
stock dividends paid by the Company on January 12, 1990 and February 14, 1992.
The 1984 Plan expired December 31, 1993. On December 14, 1993 the Board adopted
and approved the 1994 Incentive Plan which was subsequently approved by the
shareholders at the Annual Meeting of Shareholders held March 31, 1994 covering
1,000,000 shares of Common Stock.
The following tabulations show information with respect to stock options
granted during fiscal year 1996 under the 1994 Incentive Plan to the five
individuals named in the Summary Compensation Table:
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
- ----------------------------------------------------------------------------------------------------------------
NUMBER OF
SECURITIES % OF TOTAL
UNDERLYING OPTIONS
OPTIONS GRANTED TO
GRANTED EMPLOYEES IN EXERCISE EXPIRATION GRANT DATE
NAME (1) FISCAL YEAR PRICE (2) DATE PRESENT VALUE (3)
---- ---------- ------------ --------- ---------- -----------------
<S> <C> <C> <C> <C> <C>
L. E. Gloyd....................... 30,000 17.8% $20.750 12/19/05 $171,300
N. E. Johnson..................... 25,000 14.8 20.750 12/19/05 142,750
B. A. Klein....................... 10,000 5.9 20.750 12/19/05 57,100
D. J. Anderson.................... 7,500 4.5 20.750 12/19/05 42,825
W. F. Knese....................... 5,000 3.0 20.750 12/19/05 28,550
</TABLE>
- ------------------------------
(1) Consists of nonqualified options issued for a ten year term with a six year
vesting schedule (see "Long-Term Incentive Plan" in the Report of the
Compensation & Stock Option Committee).
(2) Closing price of Common Stock as reported on the New York Stock Exchange
Composite Transactions at date of grant, December 20, 1995.
(3) Options are valued using Cox-Ross-Rubinstein Binomial Model, which is a
variation of the Black-Scholes Option Pricing Model using the following
assumptions:
(i) an expected option term of seven years to exercise (based on estimated
prior experience);
(ii) interest rates of 5.62% based on the quoted yield of Treasury Strips
maturing in seven years;
(iii) dividends of $.65 per share of Common Stock; and
(iv) stock price volatility of 25.22% based upon the monthly stock closing
prices for the preceding 7 years.
7
<PAGE> 10
The following table sets forth certain information regarding stock option
exercises during fiscal 1996 and the unexercised options held by such
individuals at November 30, 1996.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF VALUE OF UNEXERCISED
NUMBER OF UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS
SHARES AT FY-END AT FY-END
ACQUIRED ON VALUE EXERCISABLE/ EXERCISABLE/
NAME EXERCISE REALIZED UNEXERCISABLE UNEXERCISABLE (1)
---- ----------- -------- ------------------- --------------------
<S> <C> <C> <C> <C>
L.E. Gloyd........................ 29,180 $333,585 206,020/136,250 $1,381,050/402,499
N.E. Johnson...................... -- -- 50,000/56,250 296,551/135,312
B.A. Klein........................ -- -- 0/17,500 0/28,438
D.J. Anderson..................... -- -- 24,225/20,000 151,778/51,250
W.F. Knese........................ 900 13,765 34,225/13,750 250,760/35,625
</TABLE>
- ------------------------------
(1) Based on the closing price of Common Stock as reported on the New York
Stock Exchange Composite Transactions on November 29, 1996, the last
trading date prior to the Company's nonbusiness day fiscal year-end close
on Saturday, November 30, 1996.
PERFORMANCE SHARE PLAN
The Long Range Performance Award Plan (the "Performance Share Plan") is a
part of the Company's 1994 Incentive Plan, approved by the shareholders on March
31, 1994. It provides officers and key employees of the Company with the
opportunity to earn shares of Common Stock ("Performance Shares") and units
representing the market value of Common Stock ("Performance Units").
At the beginning of each 3-year Performance Cycle, executives are awarded a
number of Performance Shares and Performance Units determined by applying a
formula set by the Compensation Committee at the beginning of the Performance
Cycle. The total number of Performance Shares and Performance Units is obtained
by dividing a percentage of the base salary of the executive, ranging from 40%
for the CEO to 15% for officers at the level of corporate vice president, by the
average closing price of a share of the Company's Common Stock over a 30-day
trading period prior to the award date. Awards are in the ratio of three
Performance Shares to two Performance Units, so that approximately 60% of the
total value of benefits available under the plan is in stock and 40% is payable
in cash to cover income taxes due on the total award.
During the 3-year Performance Cycle, the executive receives dividends and
is entitled to vote the Performance Shares. In order for the executive to retain
all of the Performance Shares and Performance Units awarded, the Company must
attain prescribed financial targets over the Performance Cycle. If the
performance targets have been met in full, the full number of Performance Shares
and Performance Units will be earned. If certain minimum objectives are attained
(currently established at 80% of the performance target), 50% of the Performance
Shares and Performance Units will be earned. If performance over the Performance
Cycle is between the minimum and the target level, the number of Performance
Shares and Performance Units earned will be pro rated. No portion of the
Performance Shares or Performance Units will be earned if performance does not
meet the 80% minimum performance target. Further information regarding the plan
and the performance targets appears on page 12 in "Report of the Compensation &
Stock Option Committee."
8
<PAGE> 11
The following table sets forth information regarding 1996 fiscal year
awards under the Performance Share Plan:
LONG-TERM INCENTIVE PLAN
AWARDS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
ESTIMATED FUTURE PAYOUTS UNDER
PERFORMANCE NON-STOCK PRICE BASED PLANS
OR OTHER --------------------------------
NUMBER OF SHARES, UNITS PERIOD UNTIL TARGET AND
NAME OR OTHER RIGHTS PAYOUT THRESHOLD MAXIMUM
---- --------------------------- ------------ -------------- --------------
<S> <C> <C> <C> <C>
L. E. Gloyd.............. Performance Shares 4,218 3 Years 2,109 Shares 4,218 Shares
Performance Units 2,812 Cash equal to Cash equal to
value of 1,406 value of 2,812
Shares* Shares*
N. E. Johnson............ Performance Shares 2,242 3 Years 1,121 Shares 2,242 Shares
Performance Units 1,495 Cash equal to Cash equal to
value of 748 value of 1,495
Shares* Shares*
B. A. Klein.............. Performance Shares 1,321 3 Years 661 Shares 1,321 Shares
Performance Units 881 Cash equal to Cash equal to
value of 441 value of 881
Shares* Shares*
D. J. Anderson........... Performance Shares 934 3 Years 467 Shares 934 Shares
Performance Units 623 Cash equal to Cash equal to
value of 312 value of 623
Shares* Shares*
W. F. Knese.............. Performance Shares 625 3 Years 313 Shares 625 Shares
Performance Units 416 Cash equal to Cash equal to
value of 208 value of 416
Shares* Shares*
</TABLE>
- ------------------------------
* Based on the average closing price of Common Stock for the 30-day trading
period preceding November 30, 1998 as reported in the New York Stock Exchange
Composite Transactions.
RETIREMENT PLANS
Most employees of the Company and certain of its subsidiaries, including
the individuals named in the Summary Compensation Table, are eligible to receive
benefits under the CLARCOR Inc. Pension Plan (the "Pension Trust"). The amount
of the Company's contribution to the Pension Trust in respect to a specified
person cannot be individually calculated. No Company contribution for fiscal
1996 was required.
The Pension Trust provides benefits calculated under a Social Security
step-rate formula based on career compensation. Benefits are payable for life
with a guarantee of 120 monthly payments. The formula accrues an annual benefit
each plan year equal to the sum of (a) plan year compensation up to age 65
covered compensation ($29,000 in fiscal 1997) in effect each December multiplied
by .012 plus (b) any excess of such plan year compensation over age 65 covered
compensation (subject to Internal Revenue limitations applicable to all
qualified retirement plans) multiplied by .0175. The aggregate of all annual
accruals plus the benefit accrued at November 30, 1989 under prior plans shall
be the amount of annual pension.
As of November 30, 1996, Messrs. Gloyd, Johnson, Klein, Anderson and Knese
had 10,6,1,6 and 17 years of service, respectively.
9
<PAGE> 12
Estimated annual retirement benefits payable under the Pension Trust at
normal retirement (age 65) for Messrs. Gloyd, Johnson, Klein, Anderson and Knese
are $34,307, $61,946, $44,057, $30,406 and $67,185, respectively. Such annual
retirement benefits are not subject to any reduction for Social Security
amounts. The estimated benefits were calculated assuming that the participants
would continue to accrue benefits at current wage levels to normal retirement.
Effective December 1, 1983, the Company established a Supplemental
Retirement Plan, which was amended and restated effective December 1, 1994. Mr.
Gloyd is the only active participant. The plan provides to each participant a
lifetime monthly benefit with payment commencing on such participant's normal
retirement date. This monthly benefit is an amount equal to (a) 65% of the
participant's average monthly compensation with respect to the three consecutive
fiscal years for which such participant received the highest compensation,
reduced by (b) the participant's monthly normal retirement benefit provided by
the Pension Trust and benefits earned during employment other than by the
Company. Estimated annual retirement benefit pursuant to the Supplemental
Retirement Plan payable at normal retirement (age 65), for Mr. Gloyd is
$418,754. Such annual retirement benefits are not subject to any reduction for
Social Security amounts.
Effective December 1, 1994, the Company established two new retirement
plans for officers and senior executives of the Company. The 1994 Supplemental
Pension Plan is intended to preserve benefits lost by reason of the maximum
limitations on compensation and benefits imposed on tax qualified retirement
plans by the Internal Revenue Code of 1986. The 1994 Executive Retirement Plan
replaces the Supplemental Retirement Plan for executives other than those who
were participants in the 1983 Supplemental Retirement Plan described above. The
1994 Executive Retirement Plan is similar in concept and benefit levels to the
1983 Supplemental Retirement Plan. A minimum of 15 years of service after
attainment of the age of 40 is required to earn a full benefit of 65% of
compensation at retirement. Messrs. Johnson, Klein, Anderson and Knese are
participants in both new plans. Estimated total annual retirement benefits
pursuant to both the 1994 Supplemental Pension Plan and the 1994 Executive
Retirement Plan payable at normal retirement (age 65) for Messrs. Johnson,
Klein, Anderson and Knese are $198,854, $130,479, $82,194 and $36,410,
respectively. Such annual retirement benefits are not subject to reduction for
Social Security amounts.
EMPLOYMENT AGREEMENTS
The Company has entered into employment agreements with Messrs. Gloyd,
Johnson, Klein, Anderson and Knese. These agreements become effective on a
"change of control" of the Company, which is defined to mean (i) the acquisition
by any person, entity or group (other than from the Company) of 15% or more of
the outstanding securities of the Company which are entitled to vote generally
in the election of directors; (ii) individuals who, at the date of the
employment agreement, constitute the Board of Directors of the Company (the
"Incumbent Board") cease for any reason to constitute at least a majority of the
Board, provided that any person becoming a director after the date of the
employment agreements whose election or nomination was approved by a vote of at
least a majority of the directors then comprising the Incumbent Board will be
considered as though such person was a member of the Incumbent Board; and (iii)
approval by the shareholders of the Company of a liquidation or dissolution of
the Company or the sale of all or substantially all of its assets or a
transaction in respect of which the persons who were shareholders of the Company
immediately prior to such transaction do not immediately thereafter own more
than 60% of the securities entitled to vote generally in the election of
directors of the entity resulting from such transaction.
The agreements provide that the Company agrees to employ these officers,
and the officers agree to remain in the employ of the Company, from the date of
a change of control to the earlier to occur of the third anniversary of such
change of control or the officer's normal retirement date at a rate of
compensation at least equal to the highest monthly base salary which the officer
was paid during the 36 calendar months immediately prior to the change of
control. In addition, during that period the Company agrees to provide employee
benefits which are the greater of the benefits provided by the Company to
executives with comparable duties or the benefits to which the officer was
entitled during
10
<PAGE> 13
the 90-day period immediately prior to the date of the change of control. In the
event that employment is terminated after a change of control, the terminated
officer is entitled to (i) receive his compensation at the rate called for by
the agreement for the remaining portion of the three year employment term plus
the estimated amount of any incentive compensation he would have been entitled
to had he remained in the employ of the Company for the remainder of the
employment period and (ii) continue to be treated as an employee for the
remainder of the three year term for the purpose of the Company's pension, stock
option, medical and other employee benefit plans. The officer may elect to be
paid a lump-sum severance payment equal to the amounts he would have received in
accordance with the preceding sentence. If any of such agreements subjects the
officer to excise tax under Section 4999 of the Internal Revenue Code, the
Company will pay such officer an additional amount calculated so that after
payment of all taxes, interest and penalties the officer retains an amount of
such additional payment equal to such excise tax. The agreements define
"termination" to mean termination of employment by the Company for reasons other
than death, disability, cause or retirement. "Termination" also includes
resignation by the officer after (a) an adverse change in the nature or scope of
his authorities, duties or responsibilities, following a change of control, as
determined in good faith by the officer or (b) a good faith determination by the
officer that, as a result of the change of control, he is unable to exercise the
authority, power, function and duties contemplated by the agreement.
REPORT OF THE COMPENSATION & STOCK OPTION COMMITTEE
The purpose of the Compensation & Stock Option Committee ("Committee") is
to assure that the Chief Executive Officer and the other executive officers of
the Company ("Executive Officers") are compensated equitably, competitively and
in a manner that is consistent with the long-term best interests of the Company
and its shareholders. The Committee, which is composed entirely of independent
Non-employee Directors, is responsible for determining the annual salary, cash
incentives, benefits and intermediate- and long-term incentive plan awards for
the Company's Executive Officers.
COMPENSATION PHILOSOPHY
There are certain stated principles which the Committee follows in
structuring the compensation packages for the Chief Executive Officer and the
other Executive Officers of the Company. These are:
Pay for Performance
A high percentage of total compensation is linked directly to the
performance of the Company and the executive's individual performance in
attaining the Company's objectives and supporting the Company's mission
statement. The Committee believes that this structure aligns the
executives' interests with the interests of the shareholders.
Competitiveness
Total compensation packages are designed to be comparable with those
of executives occupying comparable positions in comparable companies. The
packages are also designed to allow an opportunity to earn at a level above
median industry practices and market competitors when Company performance
exceeds the results of comparable companies. The opportunity to earn at
higher levels provides a significant challenge to the Executive Officers.
Executive Ownership
A major component of executive compensation is equity based, and as a
result, the Executive Officer's interests are more directly linked with
shareholders' interests. The Committee believes that equity-based
compensation properly balances the rewards for long-term versus short-term
results.
11
<PAGE> 14
Management Development
The compensation packages are also designed to attract and retain
quality executives with the leadership skills and other key competencies
required to meet the Company's objectives and to enhance shareholder value.
COMPONENTS OF EXECUTIVE PAY
The components of total pay for all executives are annual salary, cash
incentives, benefits and intermediate- and long-term incentive awards. The
Committee reviews annually each component of compensation and total compensation
for the Executive Officers. The review includes a market comparison of
compensation and changes in compensation for equivalent positions in related
industrial groups and comparably-sized companies. Competitive information and
data relating to executive compensation packages is provided by independent
compensation consultants at the request of the Committee.
Annual Salary
Annual salary and annual adjustments are based on the executive's
performance, experience, and reference to competitive rates for comparable
positions in related industry groups and comparably-sized companies.
Cash Incentives
Annual cash incentives are determined based upon the attainment of
financial targets by the Company and the individual performance of the
executive. If certain minimum target results are not achieved, no annual
incentive will be paid. If target levels, which the Committee considers to
be reasonably difficult to attain, are achieved, annual incentive levels
generally range from 25% to 45% of base salary, with the maximum awards
ranging from 40% to 82.5% of base salary if performance materially exceeds
the target objectives.
Benefits
Employee benefits offered to the general employee population of the
Company are provided to Executive Officers as part of the total
compensation program. In addition, certain Executive Officers are provided
supplemental retirement benefits and life insurance policies.
Intermediate-Term Incentive: Performance Share Plan
Unlike the annual cash incentive plan, which provides an incentive for
a specific year's performance, the Performance Share Plan (which is
described in detail at Page 8 under "Performance Share Plan") requires a
sustained level of corporate performance over a 3-year Performance Cycle.
The Plan provides benefits that vary directly with the market price of the
Company's Common Stock over the Performance Cycle. In addition, the
Executive Officers receive dividends on and are entitled to vote his or her
Performance Shares. Both of these attributes are designed to closely align
the interests of the participating Executive Officers directly with those
of the Company's shareholders.
For the Performance Period 1994-1996 Plan participants earned 98% of
the total performance opportunity as a result of the substantial
achievement of two aggressive financial goals established by the Committee.
One half of the award was earned based upon attainment of an average return
on equity versus that of a comparator group, and the other half was earned
based upon attainment of earnings per share growth versus performance
standards set by the Committee. The Committee selected a group of 39
manufacturing companies with revenues averaging $360 million as the
comparator group for measuring the Company's comparative return on equity.
12
<PAGE> 15
Long-Term Incentive Plan
The Company's long-term incentive plan awards nonqualified stock
options to its senior and mid-level executives. Options granted under the
Company's shareholder approved 1994 Incentive Plan have a 10-year life and
all options granted during fiscal 1996 were at the market value of the
Common Stock on the date of grant. The option grants provide the executives
an opportunity to acquire an equity interest in the Company and to share in
the appreciation of the stock.
Market surveys of long-term incentives are reviewed to establish
competitive practices. Management makes recommendations to the Committee on
the size of a grant, if any, for each executive based on the individual's
ability to affect financial performance, the executive's past performance,
and expectations of the executive's future contributions. The CEO's grant
is similarly determined by the Committee and all other stock option grants
are reviewed and approved by the Committee.
Stock options granted in 1996 are not exercisable for three years
after the grant. Thereafter they become exercisable at the rate of 25% per
year and they are fully exercisable after the 6th through 10th year of the
option. These restrictions on exercise, together with the 10-year life of
the option, are consistent with the concept of the Plan as providing an
incentive to the executive to remain with the Company for at least the
vesting period of the option and to increase the value of the Common Stock
on a long-term basis.
SECTION 162(m) COMPLIANCE
The Committee has considered the possible impact of Section 162(m) of the
Internal Revenue Code of 1986, which generally limits to $1,000,000 (with
several exceptions) the tax deduction available for compensation paid to a
person who is an executive listed in the Summary Compensation Table and who is
employed by the Company at the end of its fiscal year. The Committee intends to
preserve to the Company the maximum opportunity for obtaining deductibility for
all amounts paid to its officers by designing and administering the Company's
plans and programs in a way that will meet the regulations in effect at the time
compensation decisions are made.
CHIEF EXECUTIVE OFFICER COMPENSATION
Mr. Gloyd's annual salary was increased during fiscal 1996 to be
competitive with the median base salary paid to chief executive officers of
comparably-sized corporations identified by the Committee. In addition, Mr.
Gloyd's annual cash incentive had a target level of 45% of base salary and a
maximum award of 82.5% if performance materially exceeded target objectives. Mr.
Gloyd was awarded an annual cash incentive in accordance with the annual cash
incentive plan and based on the Company's growth in net earnings and economic
value added, and Mr. Gloyd's performance in meeting his personal performance
objectives.
Mr. Gloyd participated in the Committee approved payout at 98% for the
1994-1996 Performance Period and received awards for the 1996-1998 Performance
Period as shown in the table on Page 9 for the Performance Share Plan.
In addition, the Committee approved a stock option grant to Mr. Gloyd
consistent with competitive practices of companies in related industries and of
comparable size. The grant also reflects the Committee's recognition of Mr.
Gloyd's leadership in meeting the Company's financial and operating objectives,
as well as its expectation for his future contributions to the Company's
strategic objectives.
The Committee believes that the key executive team of the Company will
receive appropriate rewards under this program of corporate incentives, but only
if they achieve the performance goals
13
<PAGE> 16
established for them and the Company and if they succeed in building increased
value for the Company's shareholders.
Compensation & Stock Option Committee
Don A. Wolf, Chairman
J. Marc Adam
Carl J. Dargene
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Mr. Dargene, Chairman and Director of AMCORE Financial, Inc. serves as a
member of the Company's Board and a member of the Company's Compensation & Stock
Option Committee. Mr. Gloyd, Chairman and Chief Executive Officer and Director
of the Company serves as a member of the Board and a member of the Compensation
Committee of AMCORE Financial, Inc.
14
<PAGE> 17
PERFORMANCE GRAPH
The following Performance Graph compares the Company's cumulative total
return on its Common Stock for a five year period (November 30, 1991 to November
30, 1996) with the cumulative total return of the S&P Composite 500 Index and
the S&P Manufacturing Diversified Index.
TOTAL RETURN TO SHAREHOLDERS
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN*
AMONG THE COMPANY, S&P COMPOSITE 500 INDEX AND
S&P MANUFACTURING DIVERSIFIED INDEX
[GRAPH]
<TABLE>
<CAPTION>
S&P COM-
MEASUREMENT PERIOD CLARCOR POSITE 500 S&P MANU
(FISCAL YEAR COVERED) INC. INDEX FACTURING
<S> <C> <C> <C>
NOV. 30, 91 100.0 100.0 100.0
NOV. 27, 92 103.56 117.71 116.97
NOV. 26, 93 110.59 129.87 140.84
DEC. 2, 94 111.29 130.75 144.14
DEC. 1, 95 130.40 179.29 211.30
NOV. 30, 96 136.89 228.22 296.79
</TABLE>
* Assumes that the value of the investment in the Company's Common Stock and
each index was $100 on November 30, 1991 and that all dividends were
reinvested.
The reference points on the foregoing graph are as follows:
<TABLE>
<CAPTION>
1992 1993 1994 1995 1996
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
CLARCOR Inc. .................................. $103.56 $110.59 $111.29 $130.40 $136.89
S&P Composite 500 Index........................ 117.71 129.87 130.75 179.29 228.22
S&P Manufacturing Diversified Index............ 116.97 140.84 144.14 211.30 296.79
</TABLE>
The 1991 beginning measuring point was the market close on November 30,
1991, the last trading day before the beginning of the Company's fifth preceding
fiscal year. The closing measuring point for 1996 was November 29, 1996 based on
the last New York Stock Exchange trading date prior to the Company's Saturday,
November 30, 1996 fiscal year-end.
15
<PAGE> 18
MISCELLANEOUS
AUDITORS
The Board of Directors has selected Coopers & Lybrand L.L.P to audit the
financial statements of the Company for the fiscal year ending November 30,
1997. Coopers & Lybrand L.L.P. has served as the Company's auditors for more
than 30 years. The shareholders will not be asked to approve this selection at
the Annual Meeting. A representative of Coopers & Lybrand L.L.P. will be present
at the Annual Meeting of Shareholders and will have an opportunity to make a
statement and respond to appropriate questions.
OTHER BUSINESS
The Board of Directors has no knowledge of any matters, other than as set
forth in this Proxy Statement, upon which action is to be taken at the meeting.
In the event any such matters are brought before the meeting, the attorneys
named in the enclosed form of proxy will vote proxies received by them as they
deem best with respect to all such matters.
PROPOSALS OF SECURITY HOLDERS FOR 1998 ANNUAL MEETING OF SHAREHOLDERS
Under the rules and regulations of the Securities and Exchange Commission,
any proposal which a shareholder of the Company intends to present at the Annual
Meeting of Shareholders to be held in 1998 and which such shareholder desires to
have included in the Company's proxy materials for such meeting, must be
received by the Company on or before October 21, 1997.
The Company's bylaws provide that nomination by a shareholder of a person
for election as a director and other proposals made by such shareholders for
action by the shareholders at any meeting of shareholders may be disregarded
unless proper notice of such nomination or proposal shall have been given to the
Secretary of the Company not less than 60 days nor more than 90 days prior to
the date of the meeting and certain other requirements are met. It is currently
expected that the 1998 Annual Meeting of Shareholders of the Company will be
held on March 26, 1998. Consequently, written notice of any such nomination or
proposal which a shareholder desires to make at the 1998 Annual Meeting must be
received by the Company no earlier than December 26, 1997 and no later than
January 25, 1998. A copy of the Company's bylaws may be obtained without charge
from the Secretary of the Company.
EXPENSE OF SOLICITATION OF PROXIES
The expense of solicitation of proxies, including printing and postage,
will be paid by the Company. In addition to the use of the mail, proxies may be
solicited personally, or by telephone, by officers and regular employees of the
Company. The Company has employed D. F. King & Co., Inc. to solicit proxies for
the Annual Meeting from brokers, bank nominees and other institutional holders.
The Company has agreed to pay $8,000, plus the out-of-pocket expenses of D. F.
King & Co., Inc., for these services. The Company will reimburse brokers and
other persons holding stock in their names, or in the name of nominees, for
their expenses for sending proxy material to principals and obtaining their
proxies.
By Order of the Board of Directors
MARCIA S. BLAYLOCK
Secretary
Rockford, Illinois
February 18, 1997
16
<PAGE> 19
CLARCOR Inc. PROXY/VOTING INSTRUCTION CARD
- -------------------------------------------------------------------------------
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR THE ANNUAL
MEETING ON MARCH 25, 1997.
The undersigned hereby appoints MILTON R. BROWN and CARL J. DARGENE, or any one
or more of them, acting alone if only one shall be present, or jointly if more
than one shall be present, the true and lawful attorneys of the undersigned,
with power of substitution, to vote as proxies for the undersigned at the Annual
Meeting of Shareholders of CLARCOR Inc. to be held at The University of
Illinois College of Medicine at Rockford, 1601 Parkview Ave., Rockford,
Illinois 61107, on Tuesday, March 25, 1997 at 6:00 P.M., Central Standard Time,
and all adjournments thereof, all shares of Common Stock which the undersigned
would be entitled to vote and all as fully and with the same effect as the
undersigned could do if then personally present, IF A VOTE IS NOT SPECIFIED,
SAID PROXIES WILL VOTE FOR THE NOMINEES FOR ELECTION AS DIRECTORS NAMED BELOW.
Receipt is acknowledged of the Company's Annual Report to Shareholders for the
fiscal year ended November 30, 1996, and the Notice and Proxy Statement for the
above Annual Meeting.
Election of Directors-Nominees are:
J. Marc Adam and Stanton K. Smith, Jr.
YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICES BY MARKING THE APPROPRIATE BOXES(SEE
REVERSE SIDE) BUT YOU NEED NOT MARK ANY BOXES IF YOU WISH TO VOTE IN ACCORDANCE
WITH THE BOARD OF DIRECTORS' RECOMMENDATIONS. THE PROXIES CANNOT VOTE YOUR
SHARES UNLESS YOU SIGN AND RETURN THIS CARD.
SEE REVERSE
SIDE
<PAGE> 20
<TABLE>
<S><C>
/X/ Please mark your 5086
votes as in this
example.
This proxy when properly executed will be voted in the manner directed herein by the undersigned shareholder(s).
If no direction is made, this proxy will be voted FOR the nominees for election as directors named in this proxy.
- ------------------------------------------------------------------------------------------------------------------------------
The Board of Directors recommends a vote FOR such nominees.
- ------------------------------------------------------------------------------------------------------------------------------
FOR WITHHELD
1. Election of / / / / 2. In their discretion, the Proxies are authorized to vote
Directors upon such other business as may properly come before
(See Reverse) the meeting.
For, except vote withheld from the following nominee(s):
- -------------------------------------------------------
SIGNATURE(S) DATE
------------------------------------------------------------------------------------ ------------------
NOTE: Please date and sign as name appears hereon. If shares are held jointly or by two or more persons, each shareholder
named should sign. Executors, administrators, trustees, etc. should so indicate when signing. If the signer is a
corporation, please sign full corporate name by duly authorized officer. If a partnership, please sign in
partnership name by authorized person.
</TABLE>
