SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
Filed by the registrant |X|
Filed by a party other than the registrant |_|
Check the appropriate box: |_| Confidential, for Use of the
|_| Preliminary Proxy Statement Commission Only (as
permitted by Rule 14a-6(e)(2))
|X| Definitive Proxy Statement
|_| Definitive Additional Materials
|_| Soliciting Material Pursuant to |_| Rule 240.14a-11(c) or
|_| Rule 240.14a-12
Research, Incorporated
- --------------------------------------------------------------------------------
(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
|_| $125 per Exchange Act Rule o-11(c)(1)(ii), 14a-6(i)(1) or Item 22(a)(2)
of Schedule 14A
|_| 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 transactions 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>
[RESEARCH, INCORPORATED LOGO]
Notice of Annual Meeting of Shareholders
February 1, 2000
Notice is hereby given that the Annual Meeting of Shareholders of
Research, Incorporated will be held at the corporate offices, 6425 Flying Cloud
Drive, Eden Prairie, Minnesota, on Tuesday, February 1, 2000 at 5:00 p.m., local
time, for the following purposes:
1. To elect five directors to hold office until the next Annual
Meeting of Shareholders or until their successors are elected.
2. To ratify and approve the selection of independent public
accountants for the current fiscal year.
3. To transact such other business as may properly come before
the meeting or any adjournment or adjournments thereof.
The Board of Directors has fixed the close of business on December 15,
1999 as the record date for the determination of shareholders entitled to notice
of and to vote at the meeting.
By Order of the Board of Directors
Gerald E. Magnuson, SECRETARY
Minneapolis, Minnesota
December 29, 1999
TO ASSURE YOUR REPRESENTATION AT THE MEETING, PLEASE SIGN, DATE AND
RETURN YOUR PROXY IN THE ENCLOSED ENVELOPE WHETHER OR NOT YOU EXPECT TO ATTEND
IN PERSON. SHAREHOLDERS WHO ATTEND THE MEETING MAY REVOKE THEIR PROXIES AND VOTE
IN PERSON IF THEY SO DESIRE. THIS PROXY IS BEING SOLICITED ON BEHALF OF THE
COMPANY.
<PAGE>
RESEARCH, INCORPORATED
PROXY STATEMENT
This Proxy Statement is furnished to the shareholders of Research,
Incorporated (the "Company") in connection with the solicitation of proxies by
the Board of Directors of the Company to be voted at the Annual Meeting of
Shareholders to be held on February 1, 2000. The cost of this solicitation will
be borne by the Company. In addition to solicitation by mail, officers,
directors and employees of the Company may solicit proxies by telephone,
facsimile or in person. The Company may also request banks and brokers to
solicit their customers who have a beneficial interest in the Company's Common
Stock registered in the names of nominees and will reimburse such banks and
brokers for their reasonable out-of-pocket expenses.
Any proxy may be revoked at any time before it is voted by written
notice to the Secretary, by receipt of a proxy properly signed and dated
subsequent to an earlier proxy, or by revocation of a written proxy by request
in person at the Annual Meeting; but if not so revoked, the shares represented
by such proxy will be voted. The Company's corporate offices are located at 6425
Flying Cloud Drive, Eden Prairie, Minnesota 55344 and its telephone number is
(612) 941-3300. The mailing of this proxy statement to shareholders of the
Company commenced on or about December 29, 1999.
The Company has outstanding only one class of capital stock, $.50 per
share par value Common Stock, of which 1,292,466 shares were issued and
outstanding and entitled to vote at the close of business on December 15, 1999.
Each share of Common Stock is entitled to one vote. Shareholders have cumulative
voting rights in connection with the election of directors by giving written
notice of intent to cumulate votes to any officer of the Company before the
meeting or to the presiding officer at the meeting. A shareholder may cumulate
votes for the election of directors by multiplying the number of votes to which
the shareholder may be entitled by five (the number of directors to be elected)
and casting all such votes for one nominee or distributing them among any two or
more nominees. Mere execution of a proxy will not provide a shareholder with
cumulative voting. If the conditions which would allow cumulative voting are
satisfied, the Board of Directors solicits discretionary authority to cumulate
votes and unless authority to vote for a director is withheld on the proxy card,
the proxy holders will cast the votes represented by the Board of Directors'
proxies for the nominees proposed by the Board of Directors and will not vote
for any other nominees. Only shareholders of record at the close of business on
December 15, 1999 will be entitled to vote at the meeting. The presence in
person or by proxy of the holders of a majority of the shares of stock entitled
to vote at the Annual Meeting of Shareholders constitutes a quorum for the
transaction of business.
Under Minnesota law, each item of business properly presented at a
meeting of shareholders generally must be approved by the affirmative vote of
the holders of a majority of the voting power of the shares present, in person
or by proxy, and entitled to vote on that item of business. However, if the
shares present and entitled to vote on that item of business would not
constitute a quorum for the transaction of business at the meeting, then the
item must be approved by a majority of the voting power of the minimum number of
shares that would constitute such a quorum. Votes cast by proxy or in person at
the Annual Meeting of Shareholders will be tabulated by the election inspectors
appointed for the meeting and will determine whether or not a quorum is present.
The election inspectors will treat abstentions as shares that are present and
entitled to vote for purposes of determining the presence of a quorum but as
unvoted for purposes of determining the approval of the matter submitted to the
shareholders for a vote. If a broker indicates on the proxy that it does not
have discretionary authority as to certain shares to vote on a particular
matter, those shares will not be considered as present and entitled to vote with
respect to that matter.
1
<PAGE>
SECURITY OWNERSHIP OF PRINCIPAL
SHAREHOLDERS AND MANAGEMENT
The following table includes information as of December 15, 1999
concerning the beneficial ownership of the Common Stock of the Company by (i)
all persons who are known by the Company to hold five percent or more of the
Common Stock of the Company, (ii) each of the directors of the Company, (iii)
each executive officer named in the Summary Compensation Table on page 5, and
(iv) all directors and officers of the Company as a group. Unless otherwise
indicated, all shares represent sole voting and investment power.
<TABLE>
<CAPTION>
NAME AND ADDRESS OF AMOUNT OF PERCENT
BENEFICIAL OWNER STOCK OWNERSHIP OF CLASS
---------------- --------------- --------
<S> <C> <C>
Kenneth G. Anderson 107,492(1) 8.32%
5209 Doncaster Way
Minneapolis, MN 55436
Dimensional Fund Advisors, Inc.(2) 91,500 7.08%
1299 Ocean Avenue, 11th Fl.
Santa Monica, CA 90401
Claude C. Johnson(3)(5) 60,375(4) 4.57%
Edward L. Lundstrom(3) 1,561(4) *
Gerald E. Magnuson(3) 7,498(4)(6) *
Charles G. Schiefelbein(3) 66,573(4)(7) 5.14%
John G. Colwell, Jr.(3) 1,093(4) *
Bruce E. Bailey(5) 20,934(4) 1.60%
David G. Brady(5) 23,557(4) 1.80%
All Directors and Officers 214,217(4) 15.51%
as a Group (10 persons)
</TABLE>
- ----------------------
* Less than 1%
(1) Includes 24,392 shares owned directly by Mr. K.G. Anderson's wife as to
which he disclaims beneficial ownership.
(2) Information with respect to Dimensional Fund Advisors, Inc. is based
upon reports filed with the Securities and Exchange Commission.
(3) Serves as a director of the Company and has been nominated for
re-election.
(4) Includes the following number of shares which may be purchased within
sixty days from the date hereof pursuant to outstanding stock options:
Mr. Johnson, 28,000 shares; Mr. Lundstrom, 936 shares; Mr. Magnuson,
2
<PAGE>
2,186 shares; Mr. Schiefelbein, 1,717 shares; Mr. Colwell, 468 shares;
Mr. Bailey, 16,062 shares; Mr. Brady, 16,062 shares; and all directors
and officers as a group, 88,742 shares.
(5) Serves as an executive officer of the Company and appears in the
Summary Compensation Table on page 5.
(6) Includes 1,250 shares owned directly by Mr. Magnuson's wife as to which
he disclaims beneficial ownership.
(7) Includes 11,250 shares owned directly by the Peace Shalom Foundation,
of which Mr. Schiefelbein is a director. Mr. Schiefelbein disclaims
beneficial ownership of these shares.
ELECTION OF DIRECTORS
(PROPOSAL 1)
Five directors will be elected at the Annual Meeting of Shareholders,
each to serve until the next Annual Meeting of Shareholders or until a successor
is elected. The Board of Directors has nominated for election the five persons
named below. All of the nominees are presently directors of the Company and all
were elected by the shareholders. It is intended that proxies will be voted for
the named nominees. The Board of Directors believes that each nominee named
below will be able to serve, but should any nominee be unable to serve as a
director, the persons named in the proxies have advised that they will vote for
the election of such substitute nominee as the Board of Directors may propose.
Unless otherwise indicated, each nominee has held his present occupation as set
forth below, or has been an officer with the organization indicated, for more
than the past five years.
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION DIRECTOR
NAME AND AGE AND OTHER DIRECTORSHIPS SINCE
- ------------ ------------------------- ------
<S> <C> <C>
John G. Colwell, Jr. (42) Private Investor; From 1996 to 1999, 1997
President, Colwell Industries (graphic arts
company); from 1986 to 1996, Group
President, Banta Corp. (graphic arts
company).
Claude C. Johnson (55) President and Chief Executive Officer of 1992
the Company since July 1992.
Edward L. Lundstrom (49) President, Director and Chief Executive 1996
Officer of Sheldahl, Inc.
Gerald E. Magnuson (69) Retired Partner, Lindquist & Vennum 1982
P.L.L.P., Minneapolis, Minnesota (law
firm) since December 1994; Secretary of
the Company; Director of PremiumWear,
Inc., Sheldahl, Inc. and WSI Industries,
Inc.
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION DIRECTOR
NAME AND AGE AND OTHER DIRECTORSHIPS SINCE
- ------------ ------------------------- ------
<S> <C> <C>
Charles G. Schiefelbein (61) Since August, 1996, President of Capital 1989
Growth Services (a consulting and
investing firm); from 1991 to August,
1996, Chairman of the Board, Computer
Petroleum Corporation, St. Paul,
Minnesota (publicly traded company with
a custom delivered database of petroleum
information); Director of Waters
Instruments, Inc.
</TABLE>
The Board of Directors met eleven times during fiscal year 1999. All
directors attended 100% of the meetings of the Board of Directors and any
committee on which he served.
The Company has an Audit Committee which met one time during fiscal
year 1999 and is currently comprised of Messrs. J.G. Colwell, Jr. (Chairman),
C.G. Schiefelbein, E.L. Lundstrom and G.E. Magnuson. The Audit Committee meets
with the Company's independent public accountants and representatives of
management. Among other duties, the Audit Committee reviews the internal and
external financial reporting of the Company, reviews the scope of the
independent auditors' examination, considers comments by the auditors regarding
internal controls and accounting procedures and management's response to those
comments, and approves any material non-audit services to be provided by the
Company's independent public accountants. The Company does not have a
compensation committee or a nominating committee. The duties normally reserved
for a compensation committee are undertaken by the full Board of Directors, with
Mr. Johnson, the only employee of the Company on the Board, excusing himself
from deliberations and votes concerning matters related to his compensation.
4
<PAGE>
EXECUTIVE COMPENSATION AND OTHER INFORMATION
SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION
The following table shows, for the fiscal years ending September 30,
1999, 1998 and 1997, the cash compensation paid by the Company, as well as
certain other compensation paid or accrued for such years, to Claude C. Johnson,
the Company's President and Chief Executive Officer, and to each other executive
officer of the Company (together with Mr. Johnson, the "Named Executives") whose
total cash compensation exceeded $100,000 during fiscal year 1999 in all
capacities in which they served:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION COMPENSATION
FISCAL YEAR ------------------- ------------
ENDED STOCK ALL OTHER
NAME AND POSITION SEPTEMBER 30 SALARY BONUS OPTIONS(1) COMPENSATION(2)
- ----------------- ------------ ------ ----- ---------- ---------------
<S> <C> <C> <C> <C> <C>
Claude C. Johnson 1999 $158,941 $40,500 27,000 $8,226
President and Chief 1998 154,985 -0- 7,500 5,029
Executive Officer 1997 150,577 33,750 15,000 5,044
Bruce E. Bailey 1999 107,065 55,863 16,000 5,758
Vice President, 1998 104,723 -0- 3,500 3,924
Drying Division 1997 102,496 22,950 8,750 5,066
David G. Brady 1999 106,331 6,813 16,000 6,188
Vice President, Research 1998 103,303 -0- 3,500 4,434
International Division 1997 98,269 22,163 8,750 3,901
</TABLE>
- -----------------
(1) Reflects the number of shares purchasable under option grants, as
adjusted for the Company's December 31, 1997 5-for-4 stock split.
(2) Reflects 401(k) matching and discretionary contributions made by the
Company in fiscal 1999 under the Company's profit sharing retirement
plan of $8,226 for Mr. Johnson, $5,758 for Mr. Bailey, $6,188 for Mr.
Brady, and the payment during fiscal 1999 for life insurance premiums
of $648 for Mr. Johnson, Mr. Bailey and Mr. Brady.
5
<PAGE>
STOCK OPTIONS
The following table contains information concerning the grant of stock
options under the Company's stock option plans to the Named Executives during
the last fiscal year:
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
- ----------------------------------------------------------------------------------------------------------------
POTENTIAL REALIZABLE
NUMBER VALUE AT ASSUMED
OF % OF TOTAL ANNUAL RATES OF
SECURITIES OPTIONS STOCK PRICE
UNDER- GRANTED TO APPRECIATION
LYING EMPLOYEES EXERCISE FOR OPTION TERM
OPTIONS IN FISCAL PRICE EXPIRATION
NAME GRANTED YEAR PER SHARE DATE 5% 10%
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Claude C. Johnson 27,000 29.19% $3.375 1/21/2004 $25,176 $55,633
Bruce E. Bailey 16,000 17.30% 3.375 1/21/2004 14,919 32,968
David G. Brady 16,000 17.30% 3.375 1/21/2004 14,919 32,968
</TABLE>
AGGREGATED OPTION EXERCISES AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
VALUE OF UNEXERCISED IN-THE-
NUMBER OF UNEXERCISED MONEY OPTIONS AS OF
SHARES OPTIONS AT SEPTEMBER 30, 1998 SEPTEMBER 30, 1998(1)
ACQUIRED ----------------------------- ------------------------------
ON VALUE
NAME EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- -------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Claude C. Johnson -- -- 18,437 41,688 $16,475 $75,855
Bruce E. Bailey -- -- 11,187 23,938 10,550 44,865
David G. Brady -- -- 11,187 23,938 10,550 44,865
</TABLE>
- ------------------------
(1) Based on the market price of $5.84 per share, the average of the high
and low trading price of the Company's Common Stock on September 30,
1999. Value is calculated on the difference between the option exercise
price and $5.84 multiplied by the number of shares of common stock
underlying the options, but before taxes associated with exercise.
6
<PAGE>
DIRECTOR COMPENSATION
Directors who are not employees of the Company (currently all directors
except Mr. Johnson) are paid a retainer of $4,000 and a fee of $400 for each
meeting of the Board of Directors or any committee thereof. No additional
compensation for serving as a director was paid to Mr. Johnson during the last
fiscal year. Mr. Magnuson is paid a retainer of $4,000 for serving as Secretary
to the Company. Lindquist & Vennum P.L.L.P., of which Mr. Magnuson is a retired
partner, was paid for legal services rendered to the Company during fiscal year
1999. Mr. Magnuson receives no financial benefit on account of amounts paid by
the Company to Lindquist & Vennum P.L.L.P. for such legal services. It is
anticipated that Lindquist & Vennum P.L.L.P. will continue to perform legal
services for the Company.
Each non-employee member of the Board of Directors receives at the time
of election or re-election to the Board by the shareholders an option to
purchase 625 shares of the Company's Common Stock (adjusted from 500 shares to
reflect the Company's December 31, 1997 5-for-4 stock split) on the date of such
election or re-election. Each director's option is to purchase 625 shares of
Common Stock at a price equal to the fair market value of the Company's Common
Stock on the date of grant exercisable over a five-year period. The options vest
in increments of 25% per year beginning one year after the date of grant.
The Company has a retirement program for directors who are not
full-time employees of the Company at the time of retirement which provides for
the payment of an annual benefit equal to the annual retainer paid to directors
during the full fiscal year preceding retirement. The retirement benefit, which
is payable to directors who have served five years or more, will commence at the
later of the time of retirement or when the director becomes 65 years old and
will be subject to proportionate reduction if the director has served the
Company less than ten years. The maximum number of years that the benefit is
payable is ten years. Former directors who receive the retirement benefit will
be available to the Company as reasonably requested for consultation and advice,
including attendance at Board or committee meetings if requested, and will be
reimbursed for out-of-pocket expenses in connection with such meetings. Former
directors receiving retirement benefits will also agree not to engage in
substantial activity competitive with the business of the Company.
EMPLOYMENT AND OTHER AGREEMENTS
The Company has entered into employment agreements with certain
employees including all of its executive officers. The employment agreements
provide, among other things, for a lump sum cash payment to such individuals
following a change in control of the Company equal to a number of months
(ranging from six to twelve) divided by twelve and multiplied by the
individual's annual compensation then in effect. In general, a "change of
control" would include a change resulting from a corporate reorganization of the
Company which results in the stockholders of the Company immediately prior to
such reorganization owning less than 50% of the combined voting power of the
capital stock of the surviving company immediately following such
reorganization, sale of all or substantially all of the assets of the company,
sale of substantially all of the assets of a business unit if employee is the
manager or staff member of that business unit immediately prior to such sale, or
the termination of employee's employment with the Company as a result of the
sale of a business unit, whether or not employee is assigned to that business
unit. If a change of control had occurred at the end of fiscal year 1999, the
following individuals would have received the approximate amounts indicated
pursuant to the employment agreements: Mr. Johnson, $170,000; Mr. Bailey
$86,250; Mr. Brady, $84,000; and all current executive officers as a group,
$492,750.
7
<PAGE>
The Company has also adopted a Severance Plan covering certain of its
employees including all of its executive officers. The Severance Plan provides
for cash severance payments to such individuals equal to a number of months
(ranging from six to twelve) divided by twelve and multiplied by the
individual's annual compensation then in effect. Participants shall be entitled
to a payment under the Severance Plan only (i) if such employees are terminated
without cause, (ii) voluntarily terminate their employment as a result of a
significant reduction in duties or compensation and are not offered a similar
position, or (iii) are not offered continued employment after a change of
control, as defined above. If any of the above events had occurred at the end of
fiscal year 1999 which would have entitled all participants under the Severance
Plan to receive payments, the following impacted individuals would have received
the approximate amounts indicated pursuant to the Severance Plan: Mr. Johnson,
$170,000; Mr. Bailey $115,000; Mr. Brady, $112,000; and all current executive
officers as a group, $653,000.
APPROVAL OF ACCOUNTANTS
(PROPOSAL 2)
Arthur Andersen LLP, independent public accountants, have been the
auditors for the Company since 1956. They have been reappointed by the Board of
Directors as the Company's auditors for the current fiscal year and shareholder
approval of the appointment is requested. In the event the appointment of Arthur
Andersen LLP should not be approved by the shareholders, the Board of Directors
will make another appointment to be effective at the earliest feasible time.
A representative of Arthur Andersen LLP is expected to be present at
the Annual Meeting of Shareholders and will have an opportunity to make a
statement if he or she desires to do so and will be available to respond to
appropriate questions.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR"
THE APPOINTMENT OF ARTHUR ANDERSEN LLP.
SHAREHOLDER PROPOSALS
Any shareholder desiring to submit a proposal for action at the 2001
Annual Meeting of Shareholders and presentation in the Company's proxy statement
with respect to such meeting should arrange for such proposal to be delivered to
the Company's offices, 6425 Flying Cloud Drive, Eden Prairie, Minnesota 55344
addressed to Investor Relations, no later than August 18, 2000 in order to be
considered for inclusion in the Company's proxy statement relating to the
meeting. Matters pertaining to such proposals, including the number and length
thereof, eligibility of persons entitled to have such proposals included and
other aspects are regulated by the Securities Exchange Act of 1934, Rules and
Regulations of the Securities and Exchange Commission and other laws and
regulations to which interested persons should refer.
On May 21, 1998 the Securities and Exchange Commission adopted an
amendment to Rule 14a-4, as promulgated under the Securities and Exchange Act of
1934, as amended. The amendment to Rule 14a- 4(c)(1) governs the Company's use
of its discretionary proxy voting authority with respect to a stockholder
proposal which is not addressed in the Company's proxy statement. The new
amendment provides that if a proponent of a proposal fails to notify the Company
at least 45 days prior to the month and day of mailing of the prior year's proxy
statement, then the Company will be allowed to use its discretionary voting
authority when the proposal is raised at the meeting, without any discussion of
the matter in the proxy statement.
8
<PAGE>
With respect to the Company's 2001 Annual Meeting of Shareholders, if
the Company is not provided notice of a shareholder proposal, which the
shareholder has not previously sought to include in the Company's proxy
statement, by November 3, 2000, the Company will be allowed to use its voting
authority as described above.
GENERAL
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors and executive officers, and persons who own more than 10% of
a registered class of the Company's equity securities, to file with the
Securities and Exchange Commission initial reports of ownership and reports of
changes in ownership of common stock and other equity securities of the Company.
These insiders are required by Securities and Exchange Commission regulations to
furnish the Company with copies of all Section 16(a) forms they file, including
Forms 3, 4 and 5.
To the Company's knowledge, based solely on review of the copies of
such reports furnished to the Company and written representations that no other
reports were required, during the fiscal year ended September 30, 1999, all
Section 16(a) filing requirements applicable to its insiders were complied with.
OTHER MATTERS
The Board of Directors of the Company knows of no matters other than
the foregoing to be brought before the meeting. However, the enclosed proxy
gives discretionary authority in the event that any additional matters should be
presented.
The Company's Annual Report to Shareholders which includes the
Company's Report on Form 10-K for the fiscal year ended September 30, 1999 is
being mailed to shareholders with this Proxy Statement. Shareholders may receive
without charge additional copies of the Company's Annual Report on Form 10-K,
including financial statements and schedules thereto, as filed with the
Securities and Exchange Commission, by writing to: Research, Incorporated, 6425
Flying Cloud Drive, Eden Prairie, Minnesota 55344, Attention:
Investor Relations, or by calling the Company at (612) 941-3300.
By Order of the Board of Directors
Gerald E. Magnuson, SECRETARY
9
<PAGE>
RESEARCH, INCORPORATED
PROXY SOLICITED BY BOARD OF DIRECTORS
FOR ANNUAL MEETING OF SHAREHOLDERS, FEBRUARY 1, 2000
The undersigned hereby appoints Gerald E. Magnuson and Claude C.
Johnson, or either of them, proxies with full power of substitution to vote, in
their discretion, all shares of common stock of Research, Incorporated of record
in the name of the undersigned at the close of business on December 15, 1999 at
the Annual Meeting of Shareholders to be held in Eden Prairie, Minnesota on
February 1, 2000, or at any adjournment or adjournments thereof, hereby revoking
all former proxies.
1. ELECTION OF DIRECTORS.
|_| FOR all nominees listed below |_| WITHHOLD AUTHORITY to vote
(EXCEPT AS MARKED TO THE CONTRARY BELOW) for all nominees listed below
(INSTRUCTIONS: IF YOU DO NOT WISH TO VOTE FOR ANY INDIVIDUAL NOMINEE,
MARK THE "FOR" BOX AND STRIKE A LINE THROUGH THE NOMINEE'S NAME
IN THE LIST BELOW.)
Edward L. Lundstrom, Claude C. Johnson,
Gerald E. Magnuson, Charles G. Schiefelbein, John G. Colwell, Jr.
2. PROPOSAL TO RATIFY APPOINTMENT OF ARTHUR ANDERSEN LLP AS INDEPENDENT PUBLIC
ACCOUNTANTS.
|_| FOR |_| AGAINST |_| ABSTAIN
3. IN THEIR DISCRETION UPON ANY OTHER MATTERS COMING BEFORE THE MEETING.
THE SHARE(S) REPRESENTED BY THIS PROXY WILL BE VOTED ON PROPOSALS 1 AND 2
IN ACCORDANCE WITH THE SPECIFICATIONS MADE AND WILL BE VOTED "FOR" SUCH
PROPOSALS IF THERE IS NO SPECIFICATION. IF CUMULATIVE VOTING IS IMPLEMENTED AT
THE MEETING, THE ABOVE-NAMED PROXY HOLDERS ARE EMPOWERED TO CUMULATE VOTES AMONG
THE ABOVE NOMINEES AS THEY MAY DETERMINE, IN THEIR SOLE DISCRETION.
Dated:___________________________, _____
_________________________________________
_________________________________________
Please sign your name(s) exactly as shown at
left. When signing as executor,
administrator, trustee, or guardian, give
full title as such; when shares have been
issued in names of two or more persons, all
should sign.
