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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
[ ] 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 Section 240.14a-11(c) or Section 240.14a-12
JLG INDUSTRIES, INC.
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(Name of Registrant as Specified in its Charter)
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(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE> 2
JLG INDUSTRIES, INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
MONDAY, NOVEMBER 20, 2000
Dear Fellow Shareholder:
It is my pleasure to invite you to attend the 2000 Annual Meeting of
Shareholders of JLG Industries, Inc. The meeting will be held at the Company's
headquarters in McConnellsburg, Pennsylvania on Monday, November 20, 2000 at
4:30 p.m. for the following purposes:
1. To elect a board of nine directors of the Company to hold office
until the next Annual Meeting of Shareholders or until their
successors shall be elected and qualified.
2. To ratify the selection of independent auditors for the 2001 fiscal
year.
3. To transact such other business as may properly come before the
Annual Meeting.
The Board of Directors has designated the close of business on October 2,
2000, as the record date for the determination of shareholders entitled to
notice of, and to vote at, this meeting or any adjournments thereof.
We hope that you will be able to attend the meeting in person. Whether or
not you plan to attend, please promptly sign, date and mail the enclosed proxy
card in the postage-paid return envelope provided. It is important that your
shares are represented and voted at the meeting.
On behalf of the Board of Directors, I wish to thank you for your
cooperation and continued support.
/s/ CHARLES H. DILLER, JR.
Charles H. Diller, Jr.
Executive Vice President
and Secretary
October 6, 2000
<PAGE> 3
PROXY STATEMENT
GENERAL
This Proxy Statement is furnished in connection with the solicitation by
and on behalf of the Board of Directors of JLG Industries, Inc. (the "Company")
of proxies to be voted at the 2000 Annual Meeting of Shareholders of the Company
to be held at the Company's headquarters in McConnellsburg, Pennsylvania on
November 20, 2000.
A proxy may be revoked by the person giving the proxy at any time before it
is exercised by filing with the Secretary of the Company a written revocation or
a duly executed proxy bearing a later date. During the Annual Meeting, a proxy
may be revoked by filing a written revocation or a duly executed proxy bearing a
later date or by attending the Meeting and voting in person.
It is important that your shares are voted at the Annual Meeting. Whether
or not you plan to attend in person, we urge you to take a moment now to
exercise your right to vote by signing, dating and mailing the proxy card(s)
found in the address pocket of the mailing envelope. If you hold shares in more
than one account, then you will receive more than one card. Please sign, date
and mail each card received to ensure that all of your shares will be
represented and voted at the Annual Meeting.
All expenses in connection with the solicitation of proxies will be borne
by the Company. In addition to soliciting proxies by mail, the officers,
directors, or other employees of the Company, as yet undesignated, and without
compensation other than their regular compensation, may solicit proxies in
person or by other appropriate means if authorized and if deemed advisable. The
Company has also engaged the proxy soliciting firm of D.F. King & Co., Inc. for
a fee not to exceed $5,000 plus out-of-pocket expenses.
As of October 2, 2000, the record date for the Annual Meeting as set by the
Board of Directors, there were 43,601,277 shares of Capital Stock issued and
outstanding. Each share of Capital Stock entitles the holder to one vote at the
Annual Meeting. There are no other voting securities of the Company.
PROPOSAL 1
ELECTION OF DIRECTORS
The persons named in the following table have been nominated by the Board
of Directors for election as directors at the Annual Meeting to hold office
until the next Annual Meeting of Shareholders and until their successors shall
be elected and qualified. Directors are elected by a majority of the votes cast.
NOMINEES FOR DIRECTORS
<TABLE>
<CAPTION>
DIRECTOR BACKGROUND
NAME AGE SINCE INFORMATION
---- --- -------- -----------
<S> <C> <C> <C>
Roy V. Armes.......... 47 2000 Corporate Vice President, Global Procurement Operations
Whirlpool Corporation; prior to 1997, President and Managing
Director, Whirlpool Greater China; prior to 1996, Vice
President, Manufacturing & Technology, Whirlpool Asia.
L. David Black........ 63 1990 Chairman of the Board; prior to 2000, Chairman of the Board,
and Chief Executive Officer; prior to 1999, Chairman of the
Board, President and Chief Executive Officer; Director,
Columbus McKinnon Corporation.
George R. Kempton..... 66 1993 Retired Chairman of the Board and Chief Executive Officer,
Kysor Industrial Corporation; Director, Simpson Industries
Inc.
</TABLE>
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<TABLE>
<CAPTION>
DIRECTOR BACKGROUND
NAME AGE SINCE INFORMATION
---- --- -------- -----------
<S> <C> <C> <C>
William M. Lasky...... 53 1999 President and Chief Executive Officer; prior to 2000,
President and Chief Operating Officer; prior to 1999,
President, Dana Corporation, Worldwide Filtration Products
Group; prior to 1997, President, Dana Corporation, North
America Filtration Group
James A. Mezera....... 70 1984 President, Mezera and Associates, Inc., a management
consulting firm; prior to 1996, Vice President, Komatsu
Dresser Company.
Stephen Rabinowitz.... 57 1994 Chairman of the Board and Chief Executive Officer, General
Cable Corporation.
Raymond C. Stark...... 57 2000 Corporate Vice President, Quality & Six Sigma, Honeywell
International, Inc.; prior to 1999, President & General
Manager, AlliedSignal Aerospace & Electronics Co.; prior to
1996, Vice President, Materials Management, Honeywell
International, Inc.
Thomas C. Wajnert..... 57 1994 Chairman of the Board and Chief Executive Officer, Seismiq,
Inc., a company providing web-enabled systems and services
for equipment leasing; Director, R.J. Reynolds Tobacco
Holdings, Inc.; prior to 2000, Chairman of the Board, Epix
Holdings, Inc, an employee leasing company; prior to 1998,
Chairman of the Board, AT&T Capital Corporation; prior to
1997, Chairman of the Board and Chief Executive Officer,
AT&T Capital Corporation.
Charles O. Wood, III.. 62 1988 President, Wood Holdings, Inc., a private investment firm;
Director, Boston Private Financial Holdings, Inc.
</TABLE>
Each nominee for director listed above has been employed in the capacity
noted for more than five years, except as indicated. There are no family
relationships among any of the above-named nominees for director.
BOARD OF DIRECTORS
The Company's Board of Directors held five meetings during the 2000 fiscal
year. During that time, each director attended at least seventy-five percent of
the aggregate of (i) the number of meetings of the Board of Directors and (ii)
the number of meetings held by all committees of the Board of Directors on which
he served.
The Board of Directors has established four committees, Audit,
Compensation, Directors and Corporate Governance, and the Executive Committee to
devote attention to specific subjects and to assist the Board of Directors in
the discharge of its responsibilities. The members of those committees and the
number of meetings held during the 2000 fiscal year are described below. The
functions of the committees are described in the Company's Principles of
Corporate Goverance.
The Audit Committee, currently consisting of Messrs. Kempton, Mezera and
Wood (Chairman), who are all outside directors, met two times during the 2000
fiscal year.
The Compensation Committee, currently consisting of Messrs. Kempton,
Rabinowitz (Chairman) and Wajnert, who are all outside directors, held three
meetings during the 2000 fiscal year.
The Directors and Corporate Governance Committee, currently consisting of
Messrs. Mezera, Rabinowitz, Wajnert (Chairman) and Wood, who are all outside
directors, held five meetings during fiscal 2000.
The Executive Committee currently consists of Messrs. Black, Lasky,
Rabinowitz, Wajnert, and Wood. The Executive Committee held no meetings during
fiscal 2000.
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Director nominations, other than those by or at the direction of the Board
of Directors, may be made pursuant to written notice received by the Secretary
of the Company at the principal executive offices of the Company no later than
ninety days prior to the anniversary date of the previous year's annual meeting.
Such notice must be accompanied by written statements signed by each person so
nominated setting forth all information in respect of such person that would be
required by Rule 14a-3 promulgated by the Securities and Exchange Commission if
such person had been nominated by the Board of Directors and stating that such
person consents to such nomination and consents to serve as director of the
Company if elected.
Directors, who are not employees of the Company, receive compensation for
their services as directors. Each such director currently receives a $25,000
annual retainer and each committee chairman a $5,000 annual retainer for service
as a committee chairman. In addition, each such director receives $1,500 and
$1,000, respectively, for each Board of Directors meeting or committee meeting
attended. Directors are also reimbursed for out-of-pocket expenses incurred in
connection with their attendance at meetings and for other services rendered as
a director. Directors, who are employees of the Company, do not receive
additional compensation for services as a director.
The JLG Industries, Inc. Directors Stock Option Plan provides for annual
grants to each non-employee director of an option to purchase 6,000 shares of
the Company's Capital Stock provided the Company earned a net profit, before
extraordinary items, for the preceding year.
The Company has a Directors' Deferred Compensation Plan which entitles each
eligible director to defer the receipt of fees payable for services as a
director. Any director, who is not an employee of the Company, is eligible to
participate in the plan. Messrs. Mezera and Wajnert elected to participate in
the plan during fiscal 2000. Payments deferred under the plan are credited with
an investment rate of return based upon investment indices available under the
plan as selected by the participant.
Section 16(a) of the Securities Exchange Act of 1934 requires that the
Company's directors and officers file reports of ownership and changes of
ownership of the Company's capital stock with the Securities and Exchange
Commission and the New York Stock Exchange. Based solely on copies of such
reports provided to the Company, the Company believes that all directors and
officers filed on a timely basis all such reports required of them with respect
to stock ownership and changes in ownership during 1999, except that Stephen
Rabinowitz filed a late report of acquisition of beneficial ownership of
securities.
PRINCIPLES OF CORPORATE GOVERNANCE
The Board of Directors is responsible for ensuring that the Company is
managed in a manner that serves the best interests of the Company. In so doing
the Board of Directors may consider the effects of any Board action upon any or
all affected groups including, shareholders, employees, suppliers, customers and
creditors of the Company; however the Board of Directors is accountable only to
the Company's shareholders. Accordingly, the Board of Directors believes that
the Company's primary purpose is to build long-term shareholder value.
Cognizant of the role that effective corporate governance plays in
promoting shareholder value, the Board of Directors has adopted the following
principles of corporate governance as a public statement of certain guidelines
that the Board follows in carrying out its responsibilities. This set of
principles does not reflect any significant change in policy or practice of the
Board of Directors. Rather it generally memorializes Board of Directors
practices that have evolved into place over the past decade. By adopting these
principles, the Board of Directors does not expect this evolution to cease. Like
all other aspects of the Company's business, the Board of Directors is committed
to a process of continuous improvement that will require periodic reexamination
and possibly modification of these principles.
1. BOARD OF DIRECTORS MEMBERSHIP
(1) Annual Election. Every director shall be subject to annual election.
Annual director nominations shall be reviewed by the Directors and
Corporate Governance Committee, and upon its recommendation, by the
Board of Directors.
(2) Qualifications for Director Candidates. In addition to the procedural
qualifications for director candidates set forth in the Company's
bylaws, director candidates generally should be selected for their
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abilities and experience in leadership and general business management.
It is desirable for the Board of Directors to be comprised of directors
with a diversity of skills and backgrounds as well as particular
expertise in various disciplines including accounting or finance,
marketing, manufacturing, engineering, and international markets. In
selecting director candidates, the Board of Directors will seek to
balance continuity in the Company's operations with the need to ensure
the Board of Directors is open to new ideas and able to critically
re-examine the status quo.
(3) Independent directors. A substantial majority of the Board of Directors
shall be comprised of independent directors. While the Board of
Directors will take appropriate steps to comply with director
independence requirements of the New York Stock Exchange and other
regulatory requirements, for this purpose the Board of Directors
defines "independent director" as a director who is not a current or
former Company employee and who is free from any relationship with the
Company that would interfere with the director's exercise of
independent judgment regarding Company affairs.
(4) Interest in the Company. Directors are required to own at least 1,000
JLG shares, provided that directors nominated for election by the Board
of Directors may fulfill this requirement within 18 months of their
initial election.
(5) Ineligibility. Retired or former executive officers of the Company,
particularly retired CEOs, generally shall not be eligible to serve as
directors.
(6) Interlocking directorships not permitted. Interlocking directorships
will not be allowed, except in the case of a joint venture.
(7) Service on Other Boards. The Board of Directors believes that director
service on other business corporation boards lends valuable experiences
and perspective to the Company. The capacity of any single director to
satisfy multiple commitments including service to the Company varies
among directors and cannot be measured by arbitrary limits on other
board service. However, each Board of Directors member is expected to
ensure that all current and planned future commitments, including
service on business corporation boards, non-profit boards or service
organizations, do not materially interfere with his or her service as a
director of the Company.
(8) Director Resignation for Change in Circumstances. Directors are
required to inform the Chairman of the Board of retirement or any
material change in present job responsibilities and offer resignation
from Board of Directors service. The Directors and Corporate Governance
Committee shall consider such circumstances and determine the
appropriateness of continued service by such directors.
(9) Mandatory Retirement Age; Term Limits. The Board of Directors believes
that director age or term limits are arbitrary and not necessarily
indicative of the ability of a person to provide valuable service as a
director. Age or duration of service may be a factor in a decision to
decline director nomination to the extent that either impairs a
director's ability to provide vigorous service or independent judgment.
2. BOARD COMMITTEES AND OPERATIONS
(1) Board of Directors positions. Following consideration and
recommendation by the Directors and Corporate Governance Committee, the
Board of Directors will select the Chairman of the Board and members of
each Board of Directors Committee. Generally Committee members will
select from among their ranks a Committee Chairman. The Board of
Directors favors periodic rotations of committee members and chairmen
to ensure that committees are infused with fresh perspectives.
(2) Committee Membership. The Audit, Compensation and Directors and
Corporate Governance Committees will consist entirely of independent
directors, but the Chairman of the Board shall serve as an ex officio
member of all committees.
(3) Audit Committee. The Audit Committee functions include recommending the
selection of independent auditors; conferring with the independent
auditors and reviewing the scope and fees of the annual audit and the
results thereof; reviewing the Company's annual report to shareholders
and annual filings with the Securities and Exchange Commission;
reviewing the adequacy of the Company's internal audit
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function, as well as the accounting and financial controls and
procedures; and approving the nature and scope of non-audit services
performed by the independent auditors.
(4) Directors and Corporate Governance Committee. The Directors and
Corporate Governance Committee is responsible for identifying and
recommending to the Board of Directors appropriate areas of expertise
to be represented on the Board of Directors; identifying qualified
candidates to fill Board of Directors positions; reviewing and
recommending the slate of directors to be submitted for election by the
shareholders at each annual meeting; reviewing any shareholder
nominations of directors to determine whether they comply with
substantive and procedural requirements; recommending to the Board of
Directors staffing of committees and reviewing the scope of each
committee's responsibilities; reviewing shareholder proposals for
inclusion in the Company's proxy materials and determining whether they
comply with substantive and procedural requirements; recommending to
the Board of Directors appropriate levels of director compensation and
compensation programs; reviewing and advising the Board of Directors
regarding management succession plans; and evaluating the performance
of the Board of Directors and current directors.
(5) Compensation Committee. The Compensation Committee principally
evaluates the performance of the Chief Executive Officer; reviews his
evaluation of the other officers' performance; recommends compensation
arrangements for all officers of the Company, including salaries,
bonuses and other supplemental compensation programs; administers the
Company's Stock Incentive Plan; and reviews all other officer-related
benefit plans and management development programs.
(6) Executive Committee. The Executive Committee is comprised of the
Chairmen of each of the Audit, Compensation and Directors and Corporate
Governance Committees and the Company's Chairman of the Board and
President and Chief Executive Officer. The Executive Committee may
exercise all of the powers of the Board of Directors except as
prohibited by applicable law. The Executive Committee's purpose is to
permit Board of Directors action in unusual circumstances such as
during the unavailability of a quorum. The Executive Committee has not
met or taken any action since 1993.
(7) Committee Reporting. All committees report their deliberations,
recommendations and actions to the full Board of Directors during the
Board meeting next following the applicable committee action.
(8) Lead Director. The Board of Directors has not appointed a single "lead
director." The Board of Directors believes its members collaborate well
and welcomes the initiative of any director on any issue that a
director perceives to require Board attention. More generally the Board
of Directors looks to the Chairmen of each of the Audit, Compensation,
and Directors and Corporate Governance Committees to lead Board of
Directors consideration of any specific matters within the jurisdiction
of the applicable committee.
(9) Executive Session. During each Board of Directors meeting, independent
directors have an opportunity to meet in executive session without the
presence of Company officers, including inside directors.
3. BOARD OF DIRECTORS PERFORMANCE
(1) Performance Criteria. The Board of Directors will develop performance
criteria, not only for itself acting as a collective body, but also
expectations for its individual directors. These criteria will include
prompt attendance, thorough preparedness, participation, and candor.
(2) Attendance. Directors are strongly encouraged to attend all Board of
Directors and Committee meetings in person and disclose their reasons
for all absences or conference call substitutions. The Company will
disclose director attendance figures for Board of Directors and
Committee meetings to shareholders.
(3) Preparedness. Directors will receive appropriate materials relating to
the items to be acted upon at Board of Directors and Committee meetings
sufficiently in advance of the meetings to allow adequate time for
preparation.
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(4) Board of Directors and Director Performance Evaluations. The Directors
and Corporate Governance Committee will conduct bi-annual evaluations
of the Board of Directors's and individual directors' effectiveness,
and report the results to the Board of Directors.
(5) Compensation of Directors. Directors are compensated only in cash or
stock, with the majority of a director's compensation being in the form
of stock based compensation. The compensation philosophy is to provide
cash compensation that is within the median range of peer companies
with total direct compensation, including stock, within the upper
quartile of peer companies. Changes in Board of Directors compensation,
if any, will be considered by both the Compensation Committee and the
Directors and Corporate Governance Committee, and will not be adopted
without full discussion and concurrence by the whole Board of
Directors.
4. BUSINESS OPERATIONS
(1) Business Planning. The Board of Directors will annually review and
evaluate a long-term strategic plan and a one-year operating plan that
integrates with strategic plan milestones.
(2) CEO Evaluation. The Board of Directors or the Compensation Committee
will evaluate the performance of the CEO at least annually in meetings
of independent directors that are not attended by the CEO.
(3) Management Development. The CEO will report annually to the
Compensation Committee on the Company's general management development
programs.
(4) CEO Succession. The Directors and Corporate Governance Committee will
examine and report to the Board of Directors periodically as needed on
matters pertaining to CEO succession. In addition the CEO will report
to the Directors and Corporate Governance Committee annually or more
often as needed his recommendations for an immediate successor in the
event of the sudden death or incapacity of the CEO.
(5) Access to Management. Directors have access to Company officers and
other management employees. Certain key officers regularly report to
the Board of Directors during Board meetings and the Board encourages
the CEO to schedule Board presentations by a variety of officers both
to provide the Board of Directors with additional insights on matters
and to provide officers with exposure to the Board of Directors. The
Board of Directors also encourages the CEO to schedule informal, social
interactions between directors and officers.
(6) Consideration of Business Combinations. The Board of Directors believes
that shareholder interests are best served by the Board of Directors,
in the exercise of its independent judgement and consistent with its
fiduciary duties, undertaking supervisory oversight and ultimate
responsibility for responding to and/or negotiating any business
combination proposal. Accordingly, the Board of Directors will
implement permissible measures that strengthen the Board of Directors's
ability to carry out this responsibility.
5. EXECUTIVE COMPENSATION
(1) Compensation Philosophy. The Company's executive compensation programs
are reviewed and established annually by the Compensation Committee,
with the advice of independent compensation consultants, and with the
approval of the Board of Directors. The programs are designed to retain
or attract qualified executives to develop and manage implementation of
the Company's business plans and to provide appropriate incentives,
based principally on objective criteria, that link compensation to
individual and Company performance. A substantial portion of executive
compensation is provided in the form of stock-based awards that provide
incentives for executive management to promote intermediate-term and
long-term shareholder value.
(2) Compensation Committee Report. The Compensation Committee will detail
its compensation decisions and recommendations in its annual report on
executive compensation published in the Company's proxy materials.
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(3) Stock ownership. The Board of Directors encourages Company officers and
directors to hold substantial positions in the Company stock at levels
that comply with market-based guidelines for share ownership provided
by the Company's independent compensation consultant. Restricted stock
and options, including vested stock options, do not count toward
compliance with these guidelines.
6. SHAREHOLDERS
(1) Shareholder meetings. Appropriate notice of shareholder meetings,
including notice concerning any changes in meeting date, time, place,
or shareholder action contemplated, will be given to shareholders in a
timely manner to ensure that shareholders have a reasonable opportunity
to exercise their franchise.
(2) Shareholder voting. The Company does not have dual-class voting. All
shareholders have equal voting rights. At annual meetings, shareholders
will vote on unrelated issues individually. Proxies will be kept
confidential from the Company, except at the express request of
shareholders.
(3) Director Availability. The Board of Directors believes that Management
speaks for the Company. Individual directors may, from time to time,
meet or otherwise communicate with various Company constituencies at
the request or with the knowledge of Management. All directors are
encouraged to make every effort to attend annual shareholders' meetings
and be available, when requested by the chair, to answer shareholder
questions.
(4) Corporate Governance Standards. Annually, or as needed, the Board of
Directors will review, revise as necessary, and approve Principles of
Corporate Governance to be published each year to shareholders in the
proxy statement.
EXECUTIVE COMPENSATION
EXECUTIVE COMPENSATION POLICIES
The Company's executive compensation programs are designed to retain or
attract qualified executives to develop and manage implementation of the
Company's business plans and to provide appropriate incentives, based
principally on objective criteria, that link compensation to individual and
Company performance. The Compensation Committee, which is composed entirely of
non-employee directors, reviews executive compensation levels annually and
recommends for Board of Directors consideration an annual compensation package
for each executive officer comprised of base salary and target cash bonus
pursuant to an incentive bonus plan. The target cash bonuses are awarded on the
basis of individual performance objectives and the Company's achieving targeted
levels of earnings per share and other performance objectives. The Committee
also determines annually for each executive officer appropriate levels of stock
options or other stock-based awards under the Company's Stock Incentive Plan and
confers discretion upon the Chief Executive Officer to award additional stock
based awards to officers and key employees out of a limited pool of shares fixed
annually by the Committee. In granting stock options, the Committee considers
the cash value of such awards based on the Black-Scholes valuation method. The
Committee believes the stock-based awards provide incentives for executive
management to promote intermediate-term and long-term shareholder value.
Total compensation available in the combined package for each officer will
generally be set based on the Company's financial condition, performance
objectives correlated to the Company's annual business plan and comparisons to
the preceding year's package. The Committee also evaluates compensation levels
for comparable positions reflected in survey data provided by the Committee's
independent compensation consultant. The consultant seeks to compile survey data
drawn from a broad group of industrial companies of roughly comparable revenue
size, with roughly comparable officer positions and responsibilities. In
considering all of these factors, the Committee seeks to set base salaries
generally equivalent to median levels reflected in the survey data. In setting
performance-based compensation, the Committee seeks to provide Company
executives with the opportunity to earn total compensation generally at or
exceeding the seventy-fifth percentile levels reflected in the survey data. As a
secondary comparative measure for Chief Executive Officer compensation, the
Committee examines compensation practices of a selected group of capital
equipment manufacturers. However, the
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Committee believes that the market for skilled senior management is not limited
to capital equipment manufacturers and that a broad industry comparison offers a
better basis for evaluating competitive compensation levels than comparison to
executive compensation paid by firms included in either the selected group of
capital equipment manufacturers examined by the Committee or the Peer Industry
Group identified in the Performance Graph included in this Proxy Statement.
COMPENSATION FOR FISCAL YEAR 2000
Compensation paid to the Company's executive officers for fiscal year 2000
consisted of a base salary and a year-end cash bonus. The Committee also awarded
stock options and restricted shares under the Company's Stock Incentive Plan.
The Chief Executive Officer also awarded stock options and restricted shares in
the exercise of his discretionary authority conferred by the Committee.
With salary increases at the outset of fiscal 2000, base salary
competitiveness improved compared to prior years, but a majority of officer
positions remained below the median of survey data provided by the Committee's
compensation consultant. Accordingly, fiscal 2001 salaries have been increased
to comport generally with median survey data for companies with revenues
comparable to the Company.
For fiscal 2000 the Committee established under the management incentive
plan a cash bonus matrix based on various levels of projected fiscal 2000
earnings per share (EPS). The Company's earnings of $1.37 per share in fiscal
2000 exceeded the management incentive plan's EPS threshold level. By contrast
in fiscal 1999 the Company's earnings exceeded the incentive plan's
distinguished level. Accordingly, fiscal 2000 cash bonuses recommended by the
Committee and approved by the Board of Directors were generally lower than in
fiscal 1999 and resulted in total cash compensation between the fiftieth and
seventy-fifth percentile of compensation survey data for most officers.
For fiscal 2000, the Committee also awarded stock options that provide
long-term incentives and that offer opportunities for officers to earn total
direct compensation generally between the sixty-fifth and seventy-fifth
percentile levels reflected in survey data. Stock options were awarded on a
basis similar to prior years.
CHIEF EXECUTIVE OFFICER COMPENSATION
The Committee recognizes Mr. Black's strategic leadership in surpassing $1
billion in sales, growing the Company's market shares in a competitive market
environment, ensuring the successful integration of Gradall Industries, and
recruiting strong executives to leadership positions in the Company.
As noted above, fiscal 2000 EPS met the threshold level under the
management incentive plan. Accordingly, the Committee recommended that the Board
of Directors award Mr. Black a $374,985 cash bonus for fiscal 2000, in
accordance with the EPS matrix set forth in the management incentive plan. This
is substantially below Mr. Black's fiscal 1999 bonus that resulted from the
Company exceeding the distinguished level of EPS under the management incentive
plan. Mr. Black's fiscal 2000 salary of $500,016 remained below the fiftieth
percentile of survey data. With the bonus, Mr. Black's total cash compensation
for fiscal 2000 approached the fiftieth percentile of survey data.
The Committee also awarded Mr. Black options to acquire 168,800 shares of
Common Stock, with an exercise price equal to the average of the high and low
trading prices on the grant date. In determining the number of options, the
Committee based its decision on Mr. Black's performance and survey data. One
third of the options become exercisable over each of the next three years
subject to Mr. Black's continued employment with the Company.
DISCUSSION OF CORPORATE TAX DEDUCTION FOR COMPENSATION IN EXCESS OF $1 MILLION A
YEAR
Section 162(m) of the Internal Revenue Code of 1986 (the "Code") precludes
a public corporation from taking a tax deduction in any year for compensation in
excess of $1 million paid to its chief executive officer or any of its four
other highest-paid executive officers. The $1 million annual deduction limit
does not apply, however, to "performance-based compensation" as that term is
defined in Code Section 162(m)(4)(C) and regulations promulgated thereunder.
Compensation deferred by an executive under a qualifying deferred
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compensation program also is not subject to the $1 million annual deduction
limit if the compensation is paid after the individual ceases to be an executive
officer.
Following shareholder approval in 1999 of the Company's Management
Incentive Plan and Stock Incentive Plan, compensation in respect of stock
options granted under the Stock Incentive Plan and paid under the fiscal 2000
Management Incentive Plan qualify as "performance-based compensation." As a
result, in fiscal 2000 no executive received non-performance-based compensation
exceeding $1 million and the Committee does not expect any executive to receive
any such excess compensation in fiscal 2001.
This report is submitted by the Compensation Committee of the Board of
Directors.
Stephen Rabinowitz
Thomas C. Wajnert
George R. Kempton
10
<PAGE> 12
The following tables and narrative identify the Company's executive
officers and set forth compensation information for the Company's Chief
Executive Officer and its four most highly compensated executive officers (the
"Named Executive Officers") as of the end of the 2000 fiscal year.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
ANNUAL COMPENSATION COMPENSATION AWARDS
-------------------------- -----------------------
OTHER RESTRICTED
NAME, AGE AND ANNUAL STOCK ALL OTHER
PRINCIPAL POSITION YEAR SALARY BONUS(1) COMPENSATION(2) AWARDS(3) OPTIONS COMPENSATION(4)
------------------ ---- ------ -------- --------------- ------------ -------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C>
L. David Black, 63 2000 $500,016 $374,985 $ -- 168,800 $150,785
Chairman of the Board 1999 440,016 714,846 100,620 100,000 100,059
1998 350,016 389,146 1,658,160 55,500 53,336
William M. Lasky, 53 (5) 2000 250,000 381,169 468,648 303,800 12,370
President and Chief Executive
Officer
Charles H. Diller, Jr., 55 2000 265,008 170,350 91,016
Executive Vice President and 1999 230,016 345,024 48,559 34,000 67,579
Secretary 1998 196,008 205,850 599,306 21,200 36,205
Barry L. Phillips, 59 (6) 2000 285,848 123,465 50,940 50,000 3,752
President and Chief Executive 1999 41,468 -- -- -- 97
Officer, Gradall Industries,
Inc.
Craig E. Paylor, 44 (7) 2000 190,008 135,894 -- 21,300 26,949
Senior Vice President, Sales
and Market Development
</TABLE>
---------------
(1) Reflects bonuses earned during the fiscal year, but paid during the
following fiscal year.
(2) Excludes the value of perquisites and other personal benefits. The
incremental cost to the Company of providing such perquisites and other
personal benefits did not exceed the lesser of $50,000 or 10% of annual
salary and bonus for any of the named executive officers.
(3) The 2000 shares were awarded December 1, 1999 and July 25, 2000 and vesting
is in three equal installments beginning one year following the date of
grant, with the exception of 123,500 shares which 50% became exercisable
upon promotion of Mr. Lasky to Chief Executive Officer. The remaining 50%
vest in three equal installments on the first, second, and third
anniversaries of his promotion. Dividends are payable to the Named Executive
Officers on the restricted shares. Total restricted shares held and the
aggregate market value at July 31, 2000 for the Named Executive Officers
were as follows: Mr. Black, 145,719 shares valued at $1,484,585; Mr. Lasky,
46,000 shares valued at $468,648; Mr. Diller, 53,360 shares valued at
$543,632; Mr. Phillips, 5,000 shares valued at $50,940; and Mr. Paylor,
12,246 shares valued at $124,762.
(4) Includes payments pursuant to the Company's Supplemental Medical Care
Reimbursement Plan for its Named Executive Officers to reimburse medical
expenses incurred by them or their dependents and not paid by other employee
benefit plans (Mr. Black $1,461; Mr. Diller $1,008; and Mr. Paylor $3,263);
payments pursuant to the Company's Annual Physical Examination Plan (Mr.
Black $3,819; Mr. Diller $3,832; and Mr. Paylor $3,794); contributions to
the Company's discretionary, defined contribution retirement plan (Mr. Black
$16,334; Mr. Diller $20,368; and Mr. Paylor $4,243); and contributions
pursuant to the Company's Executive Deferred Compensation Plan (Mr. Black
$129,172; Mr. Diller $65,809; and Mr. Phillips $2,534).
(5) Mr. Lasky commenced employment with the Company on December 1, 1999.
(6) Mr. Phillips commenced employment with the Company on June 16, 1999.
(7) Mr. Paylor became an executive officer in August, 1999 as a result of his
promotion and increase in responsibilities following the Company's
acquisition of Gradall Industries Inc.
11
<PAGE> 13
STOCK OPTIONS/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
--------------------------------------- POTENTIAL REALIZABLE VALUE AT
% OF TOTAL ASSUMED ANNUAL RATES OF STOCK PRICE
OPTIONS APPRECIATION FOR OPTION TERM(3)
OPTIONS/ GRANTED TO EXERCISE OR ------------------------------------------
SAR'S EMPLOYEES IN BASE PRICE EXPIRATION
NAME GRANTED(1) FISCAL YEAR PER SHARE DATE(2) 5% 10%
---- ---------- ------------ ----------- ---------------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
L. David Black........ 168,800 15% $10.53 July 25, 2010 $1,023,802 $2,683,084
William M. Lasky...... 183,800 17 13.69 December 1, 2009 1,114,780 2,291,510
120,000 11 10.53 July 25, 2010 727,821 1,907,406
Barry L. Phillips..... 50,000 5 10.53 July 25, 2010 303,259 794,752
Craig E. Paylor....... 21,300 2 10.53 July 25, 2010 129,188 338,565
</TABLE>
---------------
(1) Consists solely of options to purchase shares of Capital Stock.
(2) Options become exercisable in equal amounts over a three year period
beginning July 26, 2001 with the exception of 123,500 shares which 50%
became exercisable upon promotion of Mr. Lasky to Chief Executive Officer,
with the remaining 50% in three equal installments on the first, second, and
third anniversaries of his promotion. To the extent not already exercisable,
the options generally become exercisable upon a change in control. A change
in control means either (i) any person or group becomes the beneficial owner
of 25% or more of the voting power of the Company's Capital Stock; or (ii)
the election within a twelve-month period of three or more directors whose
election is not approved by the majority of the Board of Directors; or (iii)
the incumbent directors cease to be a majority of the Board of Directors.
(3) The potential realizable value illustrates value that might be realized upon
exercise of the options immediately prior to the expiration of their term,
assuming the specified compounded rates of appreciation in the market price
of the Capital Stock over the terms of the options. The potential realizable
value to all shareholders using the specified 5% and 10% rates of
appreciation and the outstanding shares at July 31, 2000 would be
$264,733,261 and $693,787,985, respectively. The Company's use of these
hypothetical appreciation rates specified by the Securities and Exchange
Commission should not be construed as an endorsement of the accuracy of this
method of valuing options. The value realized by the holders of the options
will depend upon the actual performance of the Capital Stock over the term
of the options.
AGGREGATE OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR END
OPTION/SAR VALUES
<TABLE>
<CAPTION>
NUMBER OF UNEXERCISED VALUE OF UNEXERCISED
OPTIONS AT FISCAL IN-THE-MONEY OPTIONS
YEAR END(1) AT FISCAL YEAR END(2)
SHARES ACQUIRED VALUE --------------------------- ---------------------------
NAME ON EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- --------------- -------------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
L. David Black......... 30,000 $168,900 565,147 274,767 $3,005,294 --
William M. Lasky....... -- -- -- 303,800 -- --
Charles H. Diller, Jr.. 30,000 168,900 178,037 37,968 825,384 --
Barry L. Phillips...... -- -- 7,833 75,667 -- --
Craig E. Paylor........ 15,204 105,320 16,904 33,501 -- --
</TABLE>
---------------
(1) The Company does not have any outstanding stock appreciation rights.
(2) Value is calculated based on the difference between the option exercise
price and the closing market price of the Company's Capital Stock on July
31, 2000, multiplied by the number of shares underlying the option. The
calculation omits options where the exercise price exceeds the closing
market price.
12
<PAGE> 14
COMPENSATION PURSUANT TO PLANS
The Company maintains separate benefit plans for employees of the Company
and Gradall Industries, Inc. The following describe the Company's plan and
related benefits.
The Company maintains a non-qualified defined benefit plan that provides
for payments, following retirement or in other specified circumstances, equal to
the average of the officer's base salary plus cash bonus for the two calendar
years in which the sum is the highest, multiplied by 65% for Messrs. Black and
Lasky, 60% for Mr. Diller and 50% for Mr. Paylor offset, however, by the
actuarial equivalent of benefits provided to the officer in conjunction with the
Company's contribution to other employer sponsored retirement plans, the
actuarial equivalent of retirement benefits provided by previous employers of
the officer; and 50% of the officer's social security benefit. The retirement
benefit is payable in the form of a ten year certain life annuity, with options
for a joint and survivor annuity and an actuarial equivalent lump sum payout.
The officer may elect to receive a reduced retirement benefit in the case of
early retirement. The plan provides for 25% vesting per year after two years of
service, with full vesting after five years of service. Based on their annual
compensation through the end of the Company's 2000 fiscal year, with the
benefits identified in the plan and assuming normal retirement age has been
attained or retirement dates are announced, the named executive officers would
be entitled to projected annual payments under the plan as follows: Mr. Black,
$552,185; Mr. Lasky, $518,501; and Mr. Diller, $148,144. The Company also
provides a separate retiree medical plan for the officers, together with their
spouse and eligible dependents.
The Company has an executive deferred compensation plan that allows
officers to defer all or a portion of their base salary and/or cash bonus.
Provided that the officer elects to defer some portion of his base salary and/or
cash bonus, the Company will contribute to the officer's account an amount equal
to the amount that would have been contributed by the Company to the account in
the Company's Employee Retirement Savings Plan in the form of matching and
profit sharing contributions, but for the various limitations in the Code.
Payments deferred and contributions received under the plan are credited with an
investment rate of return based upon investment indices available under the plan
as selected by the participant.
The Company also maintains an executive severance plan which will provide a
severance benefit of three times the aggregate of base salary and cash bonus for
Mr. Black and two times the aggregate of base salary and cash bonus for Messrs.
Lasky, Diller and Paylor, with base salary and cash bonus being the amounts paid
the officer for the final twelve calendar months of employment. The severance
benefit is payable in the form of a lump sum upon involuntary termination of
employment by the Company, unless the termination is for one of the specified
reasons which includes disloyalty or conviction of a felony. The severance
benefit is also payable in certain other circumstances in connection with a
change of control and will be adjusted to gross-up for any excise tax applicable
to compensation in excess of limits presented in Section 280G of the Code. No
severance benefit is payable if the officer is entitled to a retirement benefit
under the supplemental executive retirement plan, except in connection with a
change of control. The severance benefit includes continuation of Company
provided life and medical insurance in the event of a change in control.
Mr. Phillips is employed by a wholly owned subsidiary of the Company,
Gradall Industries, Inc., and the following plans and associated benefits apply
to him.
Under The Gradall Company Employees' Retirement Plan (the "Retirement
Plan"), benefits are payable to all eligible employees of Gradall, other than
employees who participate in a separate retirement plan for bargaining unit
employees. The Retirement Plan provides a benefit, based upon years of service
with Gradall since October 1983, and upon final average base compensation for
the five highest consecutive calendar years of the ten years preceding
retirement. The benefits under the Retirement Plan are not subject to any
deduction for Social Security or other amounts. Under terms of the Retirement
Plan, Mr. Phillips is entitled to receive annual payments of $47,232 at age 65.
Gradall has also adopted a non-qualified supplemental retirement plan for
certain officers and key employees (the "Restoration Plan"). The Restoration
Plan provides an additional benefit to participants retiring before age 65, and
is intended to minimize the effect of revised actuarial reduction factors
utilized in calculating normal benefits under certain provisions of the Code and
the Employee Retirement Income Security Act of 1974.
13
<PAGE> 15
In May 1999, Gradall entered into an amended and restated employment
agreement with Mr. Phillips that provides for the continuation of his employment
as President and Chief Executive Officer at an annual salary of $260,000. Mr.
Phillips' salary may be increased from time to time at the discretion of the
Company's Compensation Committee. The term of the agreement is for a period of
three years expiring in May 2002. If Gradall dismisses Mr. Phillips or he
resigns, Gradall is required to continue to make all payments due thereunder and
Mr. Phillips is entitled to all benefits offered by Gradall to any of its
executive officers. In the event that Gradall experiences a change of control
(as defined in the employment agreements) the term of each employment agreement
is extended for a period of three years from the date on which such change of
control occurs (the "Continuation Term"). If Gradall terminates any of these
agreements prior to the occurrence of a change of control, for any reason other
than "for cause," death or disability, Gradall is required to continue to make
all payments due thereunder. If amounts to be received by Mr. Phillips in
connection with a termination of his employment following a change of control
will be subject to the excise tax provided by Section 4999 of the Internal
Revenue Code (the "Excise Tax"), (i) the payments will be reduced to the maximum
amount of payments which could be made without imposition of the Excise Tax (the
"Safe Harbor Amount"), if within 115% of the Safe Harbor Amount or (ii) if the
payments equal or exceed 115% of the Safe Harbor Amount, Gradall is required to
pay the officer an additional amount to offset any Excise Tax on the Total
Payments (the "Gross-Up Payment") and any federal, state and local income and
employment taxes and Excise Tax upon the Gross-Up Payment.
Gradall maintains a Supplemental Executive Retirement Plan (the "SERP") for
the benefit of certain key employees of Gradall including Mr. Phillips. Pursuant
to the terms of the SERP, participants may elect to defer all or any portion of
their compensation and contribute such deferral to the SERP. All participant
deferrals are immediately and fully vested. Gradall may make contributions to
the SERP at the discretion of the Board of Directors. Gradall's contributions
are 50% vested after the participant reaches age 55 and are fully vested once
the participant reaches age 60. In addition, Company contributions fully vest
upon the death or disability of the participant or in the event of a change of
control of Gradall. If a participant's employment is terminated "for cause," all
Company contributions allocated to such participant's account are forfeited. All
amounts contributed to the SERP, whether as a result of Company contributions or
participant deferrals have been used to purchase whole life insurance policies
on the life of the participant. As of July 31, 2000, life insurance policies
purchased under the SERP included policies on the lives of Mr. Phillips in the
aggregate face amount of $174,133. Upon the death of the insured, the entire
proceeds of the policy will be paid to insured's designated beneficiary. The
insured is entitled to receive the policy upon the termination of his employment
as a result of disability or retirement after age 60.
Effective July 1989, Gradall entered into a Deferred Compensation Agreement
with Mr. Phillips. Pursuant to this Agreement, upon the termination of Mr.
Phillips' employment with Gradall at any time after age 65, Gradall will pay to
Mr. Phillips or his designated beneficiary in the event of his death, the sum of
$78,687 per year for fifteen years. Upon the death of Mr. Phillips while
employed by Gradall, Mr. Phillips' designated beneficiary is entitled to receive
the death benefit payable under a life insurance policy in the face amount of
$125,000. Upon termination of employment as a result of disability, Mr. Phillips
has the option of receiving the net cash surrender value of this policy or an
assignment of the policy. Gradall pays all premiums due under this policy.
Gradall has entered into a Split-Dollar Life Insurance Agreement with Mr.
Phillips with respect to an insurance policy on the life of Mr. Phillips with a
death benefit of $500,000. Pursuant to the terms of the agreement, Mr. Phillips
pays the portion of the premium attributable to the PS-58 cost of the policy,
funded by an off-setting bonus from the Company, and the Company pays the
balance of the premium. Upon the death of Mr. Phillips or the cancellation of
the policy; the Company is entitled to receive the premiums it has paid under
the policy and a portion of the cash value of the policy. The balance of the
policy proceeds will be paid to Mr. Phillips or his designated beneficiary.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Management established guidelines that require individuals in key
management positions in the Company to own significant amounts of Capital Stock.
The guidelines are designed to encourage growth in shareholder value by
increasing the alignment between executives' risks and rewards and the Company's
total shareholder return.
14
<PAGE> 16
To assist employees in purchasing Capital Stock to comply with guidelines,
interest-bearing loans are available from the Company at a rate of 6.20% per
annum. Each loan is full recourse to the borrower. The loan is payable as
follows:
Any bonus payable to the Maker of the loan shall be applied to the then
current balance due. The amounts of remaining payments, if any, shall be
recalculated based on the remaining principal balance.
Two of the Company's executive officers obtained loans to finance the
purchase of Company Stock to comply with the guidelines. The largest amounts
outstanding under these loans during Fiscal 2000 were: Mr. Lasky, $87,300 and
Mr. Paylor, $78,752.
Mr. Lasky also obtained a bridge loan for relocation purposes. The highest
amount during the fiscal year was $276,500. The loan bore interest at the rate
of 0% per annum and was paid in full prior to the end of the fiscal year.
15
<PAGE> 17
PERFORMANCE GRAPH
The following graph compares the cumulative return on the Company's Capital
Stock over the past five years with the cumulative total return on shares of
companies comprising Standard & Poor's 500 Stock and Diversified Machinery Group
indices. Cumulative total return is measured assuming an initial investment of
$100 on July 31, 1995 and the reinvestment of all dividends paid.
S&P DIVERSIFIED MACHINERY
GROUP S&P 500 JLG
------------------------- ------- ---
1995 $100.00 $100.00 $100.00
1996 102.00 117.00 307.00
1997 166.00 177.00 184.00
1998 137.00 212.00 258.00
1999 160.00 254.00 332.00
2000 127.00 277.00 170.00
16
<PAGE> 18
VOTING SECURITIES AND PRINCIPAL HOLDERS
The following table sets forth, as of September 1, 2000, the beneficial
ownership of the Company's Capital Stock by (i) each director or nominee for
director of the Company, (ii) each executive officer of the Company named in the
Summary Compensation Table set forth under the caption "Executive Compensation",
and (iii) all directors and executive officers of the Company as a group. All
ownership information is based upon filings made by such persons with the
Securities and Exchange Commission ("Commission") or upon information provided
to the Company.
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF BENEFICIAL OWNERSHIP
---------------------------------------------
NAME OF PERSON CURRENTLY ACQUIRABLE PERCENT OF
OR GROUP(1) OWNED(2) WITHIN 60 DAYS CLASS(3)
----------- -------- -------------- ----------
<S> <C> <C> <C>
L. David Black..................................... 307,614(4) 585,947 2.0%
Charles H. Diller, Jr.............................. 253,088 186,271 1.0%
Charles O. Wood, III............................... 199,900(5) 84,000 --
William M. Lasky................................... 56,000 61,750 --
George R. Kempton.................................. 42,000 36,000 --
James A. Mezera.................................... 40,000 36,000 --
Craig E. Paylor.................................... 38,046 18,671 --
Stephen Rabinowitz................................. 17,000 65,064 --
Thomas C. Wajnert.................................. 6,000 36,000 --
Barry L. Phillips.................................. 5,000 7,833 --
Raymond C. Stark................................... -- -- --
Roy V. Armes....................................... -- -- --
All directors and executive officers as a group (12
persons)......................................... 1,037,400 1,130,568 4.8%
</TABLE>
---------------
(1) The address of each of the named persons is in care of JLG Industries, Inc.,
1 JLG Drive, McConnellsburg, PA 17233.
(2) Each person listed has advised the Company that, except as otherwise
indicated, such person has sole voting and sole investment power with
respect to the shares indicated, except for certain shares as follows where
each person has voting but not investment power: Mr. Black, 162,075; Mr.
Lasky, 46,000; Mr. Diller, 77,782; Mr. Phillips, 5,000; Mr. Paylor, 24,401
and all directors and executive officers as a group, 369,333.
(3) Percentages are not shown where less than 1.0%.
(4) Includes 3,600 shares owned by spouse.
(5) Includes 41,900 shares owned by a family trust.
The following table sets forth the name and address of each shareholder
known to the Company to be beneficial owner of more than five percent of the
outstanding shares of the Company's Capital Stock.
<TABLE>
<CAPTION>
AMOUNT AND
NATURE OF PERCENT OF
NAME AND ADDRESS BENEFICIAL OWNERSHIP CLASS
---------------- -------------------- ----------
<S> <C> <C>
Westport Asset Management................................... 2,373,600(1) 5.6%
253 Riverside Avenue
West Port, Connecticut 06880
Lazard Freres & Co. LLC..................................... 2,273,842(1) 5.3%
30 Rockefeller Plaza
New York, New York 10020
</TABLE>
---------------
(1) As of August 17, 2000, based on information supplied to the Company by
Westport and Lazard.
17
<PAGE> 19
PROPOSAL 2
SELECTION OF INDEPENDENT AUDITORS
The accounting firm of Ernst & Young LLP served as the Company's
independent auditors throughout fiscal year 2000 and the Board of Directors, on
the recommendation of the Audit Committee, has selected the firm as the
Company's independent auditors for fiscal 2001. The Board of Directors
recommends ratification of the selection of Ernst & Young LLP as the Company's
independent auditors for the fiscal year 2001. Representatives of the firm of
Ernst & Young LLP are expected to be present at the Annual Meeting, with the
opportunity to make a statement if they desire to do so, and to respond to
appropriate questions. If the selection is not ratified, the Board of Directors
will reconsider its action.
VOTING INSTRUCTIONS
The matters set forth in the Notice of Annual Meeting will be voted upon in
the order in which they are listed in the Notice. The proxy form accompanying
this Proxy Statement provides boxes by means of which shareholders executing the
proxy forms may vote for or withhold a vote on the election of all or any of
Board of Director's nominees for election as directors. Each of the nominees has
consented to serve as a director and the Board of Directors has no reason to
believe that any of the nominees will not be available to serve if elected.
Should any of the nominees cease to be available for election before the Annual
Meeting, the proxy will, unless authority to vote has been withheld by the
person giving the proxy, be voted for a substitute nominee designated by the
Board of Directors. A majority of the shares entitled to vote and either present
in person or represented by proxy will constitute a quorum for the transaction
of business at the Annual Meeting. Directors are elected by a plurality and the
nine nominees who receive the most votes will be elected. Each other matter
submitted for shareholder approval shall be approved upon the affirmative vote
of a majority of the votes cast by shareholders entitled to vote and either
present in person or represented by proxy at the Annual Meeting. Abstentions and
broker non-votes on any matter submitted to the shareholders for approval will
be counted in determining whether a quorum has been reached, but will be
excluded entirely from the vote and will not effect the vote. Broker non-votes
as to any matter are shares held by nominees which are present and voted at the
meeting on matters as to which the nominee has discretionary authority but which
are not voted on the matter in question because the nominee does not have
discretionary voting authority as to such matter.
SHAREHOLDER PROPOSALS
Shareholder proposals intended to be presented at the 2001 Annual Meeting
must be received in writing by the Company before June 7, 2001 in order to be
considered for inclusion in the Company's proxy materials relating to that
meeting. For any proposal that is not submitted for inclusion in next year's
Proxy Statement, but is instead sought to be presented directly at the 2001
Annual Meeting, SEC rules will permit management to vote proxies in its
discretion if the Company: (1) receives notice of the proposal before the close
of business on August 23, 2001, and advises share owners in the 2001 Proxy
Statement about the nature of the matter and how management intends to vote on
such matter; or (2) does not receive notice of the proposal prior to the close
of business on August 23, 2001. Shareholder proposals or notices of intention to
present proposals at the 2001 Annual Meeting should be addressed to Secretary,
JLG Industries, Inc. 1 JLG Drive, McConnellsburg, Pennsylvania 17233.
18
<PAGE> 20
OTHER BUSINESS
The Board of Directors of the Company knows of no other matter that is to
be presented for action at the Annual Meeting other than those listed as items 1
through 2 in the Notice of Annual Meeting. As to any other business that may
properly come before the meeting, proxies will be voted in accordance with the
best judgment of the persons voting such proxies.
By order of the Board of Directors,
/s/ CHARLES H. DILLER, JR.
Charles H. Diller, Jr.
Executive Vice President
and Secretary
October 6, 2000
19
<PAGE> 21
JLG INDUSTRIES, INC.
1 JLG DRIVE
MCCONNELLSBURG, PA 17233-9533
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
The undersigned hereby acknowledges receipt of the Notice of Annual Meeting of
Shareholders and Proxy Statement, and does hereby appoint L. David Black and
Charles H. Diller, Jr., and each of them, or such person or persons as they or
any of them may substitute and appoint as proxy or proxies of the undersigned,
to represent the undersigned and to vote all shares of JLG Industries, Inc.,
Capital Stock which the undersigned would be entitled to vote if personally
present at the Annual Meeting of Shareholders of JLG Industries, Inc. to be held
on Monday, November 20, 2000 at 4:30 p.m., and at all adjournments of such
meeting.
THE PROXY WILL BE VOTED AS DIRECTED. IN THE ABSENCE OF DIRECTION, PROXIES WILL
BE VOTED FOR PROPOSALS 1 THROUGH 3.
The Board of Directors unanimously recommends a vote FOR its nominees and
proposal 2.
Proposal 1. Election of Directors.
[ ] FOR all nominees listed (except as marked to the contrary)
[ ] WITHHOLD AUTHORITY to vote for nominees listed
Nominees: R.V. Armes; L.D. Black; W.M. Lasky; G.R. Kempton;
J.A. Mezera; R.C. Stark; S. Rabinowitz; T.C. Wajnert; and C.O.
Wood, III.
INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY NOMINEE, WRITE THAT
NOMINEE'S NAME ON THE SPACE PROVIDED BELOW.
------------------------------------------------------------------------------
Proposal 2. Ratify the appointment of Ernst & Young LLP as independent auditors
for the ensuing year.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. In their discretion, upon any other business that may properly
come before the meeting or any adjournment thereof.
Please sign exactly as your name appears hereon. When shares are held by joint
tenants, all should sign. When signing as attorney, executor, administrator,
trustee or guardian, please give full title as such. If as a corporation, please
sign in corporate name by president or other authorized officer. If as a
partnership, please sign in partnership name by authorized person.
Dated: ________________, 2000
_______________________________
_______________________________
Signature(s)
PLEASE VOTE, DATE, SIGN AND
RETURN THE PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE.
