WINDMERE CORPORATION
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To be held May 9, 1995
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders
of Windmere Corporation, a Florida corporation (the "Company"),
will be held at Don Shula's Hotel, Main Street, Miami Lakes,
Florida 33014, on Tuesday, May 9, 1995, at 10:00 a.m. local time,
for the following purposes:
1. To elect four members to Class II of the Company's Board
of Directors, to serve until the 1998 Annual Meeting of
Shareholders or until their successors are duly elected and
qualified;
2. To ratify the reappointment of Grant Thornton,
independent certified public accountants, as the Company's auditors
for the fiscal year ending December 31, 1995; and
3. To transact such other business as may properly come
before the Annual Meeting and any adjournments thereof.
The Board of Directors has fixed the close of business on
March 20, 1995 as the record date for determining those
shareholders entitled to notice of, and to vote at, the Annual
Meeting and any adjournments thereof.
Whether or not you expect to be present, please sign, date
and return the enclosed proxy card in the enclosed pre-addressed
envelope as promptly as possible. No postage is required if mailed
in the United States.
By Order of the Board of Directors,
Jerald I. Rosen, Secretary
Miami Lakes, Florida
April 13, 1995
THIS IS AN IMPORTANT MEETING AND ALL SHAREHOLDERS ARE INVITED TO
ATTEND THE MEETING IN PERSON. THOSE SHAREHOLDERS WHO ARE UNABLE TO
ATTEND ARE RESPECTFULLY URGED TO EXECUTE AND RETURN THE ENCLOSED
PROXY CARD AS PROMPTLY AS POSSIBLE. SHAREHOLDERS WHO EXECUTE A
PROXY CARD MAY NEVERTHELESS ATTEND THE MEETING, REVOKE THEIR PROXY
AND VOTE THEIR SHARES IN PERSON.
1995 ANNUAL MEETING OF SHAREHOLDERS
OF
WINDMERE CORPORATION
PROXY STATEMENT
This Proxy Statement is furnished in connection with the
solicitation by the Board of Directors of Windmere Corporation, a
Florida corporation (the "Company"), of proxies from the holders of
the Company's Common Stock, par value $.10 per share (the "Common
Stock"), for use at the 1995 Annual Meeting of Shareholders of the
Company to be held on Tuesday, May 9, 1995, or at any
adjournment(s) thereof (the "Annual Meeting"), pursuant to the
enclosed Notice of Annual Meeting. The approximate date that this
Proxy Statement and the enclosed form of proxy are first being sent
to holders of Common Stock is April 13, 1995. Shareholders should
review the information provided herein in conjunction with the
Company's 1994 Annual Report to Shareholders which accompanies this
Proxy Statement. The Company's principal executive offices are
located at 5980 Miami Lakes Drive, Miami Lakes, Florida 33014-2467,
and its telephone number is (305) 362-2611.
INFORMATION CONCERNING PROXY
The enclosed proxy is solicited on behalf of the Company's
Board of Directors. The giving of a proxy does not preclude the
right to vote in person should any shareholder giving the proxy so
desire. Shareholders have an unconditional right to revoke their
proxy at any time prior to the exercise thereof, either in person,
at the Annual Meeting or by filing with the Company's Secretary at
the Company's principal executive offices a written revocation or
duly executed proxy bearing a later date; however, no such
revocation will be effective until written notice of the revocation
is received by the Company at or prior to the Annual Meeting.
The cost of preparing, assembling and mailing this Proxy
Statement, the Notice of Annual Meeting of Shareholders and the
enclosed proxy is to be borne by the Company. In addition to the
use of mail, employees of the Company may solicit proxies
personally and by telephone, and the Company may use the services
of a proxy solicitation firm at a cost of up to $7,000. The
Company's employees will receive no compensation for soliciting
proxies other than their regular salaries. The Company may request
banks, brokers and other custodians, nominees and fiduciaries to
forward copies of the proxy material to their principals and to
request authority for the execution of proxies. The Company may
reimburse such persons for their expenses in so doing.
PURPOSES OF THE MEETING
At the Annual Meeting, the Company's shareholders will
consider and vote upon the following matters:
(1) The election of four members to Class II of the
Company's Board of Directors to serve until the 1998
Annual Meeting of Shareholders or until their successors
are duly elected and qualified;
(2) The ratification of the reappointment of Grant Thornton,
independent certified public accountants, as the
Company's auditors for the fiscal year ending December
31, 1995; and
(3) Such other business as may properly come before the
Annual Meeting, including any adjournment(s) thereof.
Unless contrary instructions are indicated on the enclosed
proxy, all shares represented by valid proxies received pursuant to
this solicitation (and which have not been revoked in accordance
with the procedures set forth above) will be voted (a) for the
election of the four nominees for director named below, and (b) in
favor of all other proposals described in the Notice of Annual
Meeting. In the event a shareholder specifies a different choice
by means of the enclosed proxy, his shares will be voted in
accordance with the specification so made.
OUTSTANDING VOTING SECURITIES AND VOTING RIGHTS
The Board of Directors has set the close of business on March
20, 1995 as the record date (the "Record Date") for determining
shareholders of the Company entitled to notice of, and to vote at,
the Annual Meeting. As of the Record Date, there were 16,735,545
shares of Common Stock issued and outstanding, all of which are
entitled to be voted at the Annual Meeting. Each share of Common
Stock is entitled to one vote on all matters to be acted upon at
the Annual Meeting and neither the Company's Articles of
Incorporation nor Bylaws provides for cumulative voting rights.
The attendance, in person or by proxy, of the holders of a
majority of the shares of Common Stock entitled to vote at the
Annual Meeting is necessary to constitute a quorum. The
affirmative vote of a majority of the shares of Common Stock
present in person or by proxy at the Annual Meeting is required for
the approval of each matter that is submitted to shareholders for
approval. An independent inspector shall count the votes and
ballots. Abstentions are considered as shares present and entitled
to vote but are not counted as votes cast in the affirmative on a
given matter. A broker or nominee holding shares registered in its
name, or in the names of its nominee, which are beneficially owned
by another person and for which it has not received instructions as
to voting from the beneficial owner, has the discretion to vote the
beneficial owner's shares with respect to the election of
directors. If a matter had been included in the proxy to which a
broker or nominee would not have discretionary voting power under
applicable New York Stock Exchange rules, any broker or nominee
"non-votes" would not be considered as shares entitled to vote on
that subject matter and therefore would not be considered by the
inspector when counting votes cast on the matter. If less than a
majority of the outstanding shares of Common Stock are represented
at the Annual Meeting, a majority of the shares so represented may
adjourn the Annual Meeting from time to time without further
notice.
SECURITY OWNERSHIP
The following table sets forth, as of the Record Date,
information with respect to the beneficial ownership of the
Company's Common Stock by (i) each director of the Company (certain
of whom constitute nominees for election as directors at the Annual
Meeting), (ii) the Company's Chief Executive Officer and four other
most highly compensated officers of the Company during the year
ended December 31, 1994, (iii) the beneficial owner of more than 5%
of the outstanding Common Stock and (iv) all directors and
executive officers of the Company, as a group.
<TABLE>
<CAPTION>
<S> <C>
Common Stock
Beneficially Owned (2)
Name and Address of Beneficial Owner(1) Shares Percent
Belvin Friedson . . . . . . . . . . . . . . 454,179(3) 2.6
Jerald I. Rosen . . . . . . . . . . . . . . 46,500(4) *
Bert Sager . . . . . . . . . . . . . . . . 76,500(5) *
Harold Strauss. . . . . . . . . . . . . . . 38,104(6) *
Leonard Glazer. . . . . . . . . . . . . . . 21,052(7) *
David M. Friedson . . . . . . . . . . . . . 699,272(8) 4.0
Barbara Friedson Garrett . . . . . . . . . 204,205(9) 1.2
Lai Kin . . . . . . . . . . . . . . . . . . 1,746,500(10) 9.9
Felix S. Sabates. . . . . . . . . . . . . . 53,500(11) *
Arnold Thaler . . . . . . . . . . . . . . . 101,839(12) *
Harry D. Schulman . . . . . . . . . . . . . 52,242(13) *
R. Erwin Fischer . . . . . . . . . . . . . -- --
Raymond So. . . . . . . . . . . . . . . . . 36,500(14) *
Qurimbah Investments, Limited . . . . . . . 1,739,000(15) 9.8
Franklin Resources, Inc.. . . . . . . . . . 1,041,350(16) 5.9
All directors and executive officers
as a group (18 persons) . . . . . . . . . 3,705,159(3)- 20.9
(14)
</TABLE>
[FN]
* Less than 1%.
(1) Unless otherwise indicated, the address of each of the
beneficial owners identified above is c/o Windmere
Corporation, 5980 Miami Lakes Drive, Miami Lakes, Florida
33014-2467.
(2) Unless otherwise indicated, each person has sole voting and
investment power with respect to all such shares. A person
is deemed to be the beneficial owner of securities that can
be acquired by such person within 60 days from the date of
this Proxy Statement upon the exercise of options.
(3) Includes the ownership of options to purchase 46,500 shares
of Common Stock that are exercisable within 60 days from the
date of this Proxy Statement. Mr. Friedson disclaims the
beneficial ownership of any shares owned by his wife or his
children.
(4) Represents the ownership of options to purchase 46,500 shares
of Common Stock that are exercisable within 60 days from the
date of this Proxy Statement. Does not include 15,000 shares
owned by the wife of Jerald I. Rosen, as to which shares Mr.
Rosen disclaims beneficial ownership.
(5) Includes the ownership of options to purchase 46,500 shares
of Common Stock that are exercisable within 60 days from the
date of this Proxy Statement. Does not include 424,633
shares owned by the wife of Mr. Sager, as to which shares Mr.
Sager disclaims beneficial ownership.
(6) Includes the ownership of options to purchase 33,000 shares
of Common Stock that are exercisable within 60 days from the
date of this Proxy Statement.
(7) Includes the ownership of options to purchase 21,000 shares
of Common Stock that are exercisable within 60 days from the
date of this Proxy Statement.
(8) Includes the ownership of options to purchase 413,000 shares
of Common Stock that are exercisable within 60 days from the
date of this Proxy Statement. Mr. Friedson disclaims the
beneficial ownership of any Common Stock owned by his
siblings, Belvin Friedson or his wife.
(9) Includes the ownership of options to purchase 126,000 shares
of Common Stock that are exercisable within 60 days from the
date of this Proxy Statement. Ms. Garrett disclaims the
beneficial ownership of any Common Stock owned by her
siblings, Belvin Friedson or his wife.
(10) Represents options to purchase 7,500 shares of Common Stock
that are exercisable within 60 days from the date of this
Proxy Statement and 1,739,000 shares owned by Ourimbah
Investments, Limited, of which Mr. Lai Kin is Managing
Director.
(11) Includes the ownership of options to purchase 30,000 shares
of Common Stock that are exercisable within 60 days from the
date of this Proxy Statement.
(12) Includes the ownership of options to purchase 53,000 shares
of Common Stock that are exercisable within 60 days from the
date of this Proxy Statement.
(13) Includes the ownership of options to purchase 45,000 shares
of Common Stock that are exercisable within 60 days from the
date of this Proxy Statement.
(14) Includes the ownership of options to purchase 15,000 shares
of Common Stock that are exercisable within 60 days from the
date of this Proxy Statement.
(15) The address of Ourimbah Investments, Limited is 1 F,
Efficiency House, 35 Tai Yau Street, San Po Kong, Kowloon,
Hong Kong.
(16) The address of Franklin Resources, Inc. is 777 Mariners
Island Boulevard, San Mateo, California 94404.
ELECTION OF DIRECTORS
The Board of Directors of the Company is presently composed
of three Class I directors, three Class II directors and four Class
III directors, and on a rotating basis the terms of office of all
of the directors in any one class expires each year.
At the Annual Meeting of Shareholders, four directors,
Leonard Glazer, Harold Strauss, Lai Kin and Raymond So are to be
nominated for election to Class II of the Board of Directors, to
serve until the 1998 Annual Meeting of Shareholders or until their
respective successors are duly elected and qualified.
Other than Mr. So, each of the nominees for election as a
director of the Company is presently a member of the Board of
Directors of the Company. The Board of Directors has no reason to
believe that any nominee will refuse to act or be unable to accept
election; however, in the event that a nominee for a directorship
is unable to accept election, proxies solicited hereunder will be
voted in favor of the remaining nominees, if any, and for such
other persons as may be designated by the Board of Directors,
unless it is directed by a proxy to do otherwise.
The following table sets forth certain information regarding
each director and nominee for director:
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Position With Director
Name Age the Company Since
Nominees for Election
to Class II
Leonard Glazer 72 Director 1979
Harold Strauss 72 Director 1972
Lai Kin 65 Director 1989
Raymond So 45 Nominee for Director N/A
Continuing Members of the Board
Class III Directors
Belvin Friedson 70 Director and Chairman
of the Board 1963
David M. Friedson 39 Director, President and
Chief Executive Officer 1982
Jerald I. Rosen 67 Director 1963
Bert Sager 69 Director 1963
Class I Directors
Barbara Friedson Garrett 42 Director and Executive
Vice President - Sales
and Marketing 1984
Felix S. Sabates 53 Director 1991
R. Erwin Fischer 69 Director 1994
</TABLE>
Belvin Friedson founded the Company and has served as
Chairman of the Board of Directors since 1963. From 1963 to
January 1987, Mr. Friedson also served as Chief Executive Officer
of the Company and from 1963 to January 1985, he also served as
President of the Company.
David M. Friedson has served as Chief Executive Officer of
the Company since January 1987 and as President of the Company
since January 1985. From January 1985 to January 1987, Mr.
Friedson served as Chief Operating Officer of the Company. From
June 1976 to January 1985, Mr. Friedson held various other
management positions with the Company.
Jerald I. Rosen has served as Secretary of the Company since
1977. Mr. Rosen has been engaged in the practice of law since 1969
and has been a Certified Public Accountant since 1952.
Bert Sager has been an attorney-at-law since 1949 and
Chairman of the Board of Acorn Venture Capital Corporation, a
venture capital Company, for more than the past 5 years. Mr. Sager
is also a director of Computer Products, Inc., a manufacturer of
electronic products.
Leonard Glazer retired in 1992 and is a private investor.
For more than 5 years prior thereto, Mr. Glazer was President of
Professional Engineering International, Inc., an engineering
consulting firm.
Harold Strauss has been a Professor of Business Management
and Organizational Behavior at the University of Miami since 1968.
Lai Kin has been Managing Director of Durable Electrical
Metal Factory, Ltd. ("Durable"), a 100%-owned subsidiary of the
Company, since September 1973. In addition, Mr. Lai Kin has been
Managing Director of Ourimbah Investment, Limited ("Ourimbah"), a
holding and investment company, since 1989.
Barbara Friedson Garrett has been an Executive Vice
President-Sales and Marketing of the Company since December 1988.
For ten years prior thereto, Ms. Garrett held various other
management positions with the Company.
Felix S. Sabates has been Chief Executive Officer of Top
Sales Company, Inc., an independent sales representative, since
January 1965.
Raymond So has been Executive Director of Durable since
March 1, 1994. Prior to his current position and beginning in
1986, Mr. So held various senior executive management positions
within Durable.
R. Erwin Fischer is currently retired and engages in the
management of his personal investment portfolio. Prior to his
retirement, Mr. Fischer had been a self-employed consultant for
more than the last five years, serving clients primarily in the
manufacturing and overseas distribution businesses. From 1984
through 1987, Mr. Fischer also served on the Board of Directors of
the Company's Canadian subsidiary.
The Board of Directors held five meetings during 1994. All
of the Company's directors other than Mr. Lai Kin attended more
than 75% of the aggregate of (i) the total number of meetings of
the Board of Directors and (ii) the total number of meetings held
by all committees of the Board of Directors on which such person
served.
EXECUTIVE OFFICERS
Belvin Friedson, David M. Friedson, Barbara Friedson Garrett,
Lai Kin, Raymond So and Jerald I. Rosen, each of whom is a director
or nominee for director of the Company, are also executive officers
of the Company. Reference is made to the description of the
business experience of such individuals set forth above under
"Election of Directors," which is incorporated herein by reference.
The following table sets forth information with respect to
the executive officers of the Company:
<TABLE>
<CAPTION>
<S> <C> <C>
Name Age Office
Belvin Friedson 70 Chairman of the Board of Directors
David M. Friedson 39 President and Chief Executive
Officer
Arnold Thaler 56 Executive Vice President-Product
Development, Engineering and
Manufacturing
Barbara Friedson
Garrett 42 Executive Vice President-Sales and
Marketing
Harry D. Schulman 43 Executive Vice President-Finance
and Administration and Chief
Financial Officer
Burton A. Honig 57 Vice President-Finance
Robert W. Gorman 51 Vice President-Professional
Products
David W. O'Neill 48 President, Windmere Consumer
Products, Inc.
Jerald I. Rosen 67 Secretary
Mark K. Welch 37 Vice President-Sales and Marketing-
Consumer Products
Scott J. Andersen 41 Vice President-Key
Accounts-Consumer Products
Lai Kin 64 Managing Director of Durable
Raymond So 45 Executive Director of Durable
</TABLE>
Arnold Thaler has served as an Executive Vice President-
Product Development, Engineering and Manufacturing of the Company
since December 1988. For ten years prior thereto, Mr. Thaler held
various other management positions with the Company.
Harry D. Schulman has served as Executive Vice President-
Finance and Administration of the Company since February 1993.
From March 1990 to January 1993, he served as Senior Vice
President-Finance and Administration of the Company. From January
1989 to March 1990, he was Vice President-Financial Analysis and
Administration of the Company. Mr. Schulman has served as Chief
Financial Officer of the Company since March 1990.
Burton A. Honig has served as Vice President-Finance of the
Company since December 1982. He was also Treasurer of the Company
from March 1987 to March 1992 and from August 1981 to December
1982. Mr. Honig is a Certified Public Accountant.
Robert W. Gorman has served as Vice President-Professional
Products of the Company since December 1986.
David W. O'Neill has served as President of Windmere Consumer
Products, Inc., a significant subsidiary of the Company, since
October 1984.
Mark K. Welch has served as Vice President-Sales and
Marketing-Consumer Products of the Company since February 1994.
Prior thereto, from February 1985, Mr. Welch served Black & Decker
Household Products, a manufacturer and distributor of household
products, in various sales executive capacities, most recently as
National Account Manager, a position he held since February 1992.
Scott J. Andersen has served the Company as Vice
President-Key Accounts-Consumer Products since February 1994 and
prior thereto as Vice President-Sales and Marketing-Consumer
Products since September 1992. For the three years prior thereto,
Mr. Andersen served as Vice President-Sales of Sunbeam-Oster
Household Products, a manufacturer and distributor of consumer
appliances.
There is no family relationship between any director,
executive officer or nominee, except that David M. Friedson and
Barbara Friedson Garrett are the son and daughter of Belvin
Friedson.
Executive officers serve at the pleasure of the Board of
Directors, except as otherwise provided below. See "Executive
Officers--Certain Agreements."
COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors of the Company has an Audit, Nominating
and Compensation Committee. The members of each committee have
been appointed by the Board of Directors to serve until their
respective successors are elected and qualified.
Audit Committee. The Audit Committee reviews the scope and
results of the audit of the financial statements of the Company and
reviews the internal accounting, financial and operating control
procedures of the Company. The Audit Committee is composed of
Messrs. Rosen, Sager and Strauss, each of whom, in accordance with
the rules of the New York Stock Exchange, is independent of
management and free from any relationship that, in the opinion of
the Board of Directors, would interfere with the exercise of
independent judgment as a committee member. The Audit Committee
met four times in 1994.
Nominating Committee. The Nominating Committee considers
nominees for membership on the Board of Directors who are
recommended by the Company's shareholders. Any nomination by a
shareholder of a person to serve as a director of the Company may
be made pursuant to notice in writing to the Secretary of the
Company delivered to or mailed and received at the principal
executive offices of the Company not less than 90 days prior to the
meeting at which directors are to be elected; provided, however,
that in the event that less than 100 days' notice or prior public
disclosure of the date of such meeting is given or made to
shareholders, notice by the shareholder to be timely must be so
received not later than the close of business on the 10th day
following the day on which such notice of the date of such meeting
was mailed or such public disclosure was made. Such shareholder's
notice to the Secretary must set forth (a) as to each person whom
the shareholder proposes to nominate for election as a director (i)
the name, age, business address and residence address of such
person, (ii) the principal occupation or employment of such person,
(iii) the class and number of any shares of the Company or any
subsidiary of the Company which are beneficially owned by such
person, (iv) any lawsuits to which such person is a party, (v) the
involvement of such person in or with any business which may be
competitive with the Company and (vi) any other information
relating to such person that is required to be disclosed in
solicitations for proxies for election of directors or in a
Schedule 13-D pursuant to any then existing rule or regulation
promulgated under the Securities Exchange Act of 1934, as amended;
and (b) as to the shareholder giving the notice (i) the name and
record address of such shareholder and (ii) the class and number of
shares of the Company which are beneficially owned by such
shareholder. The Company may require any proposed nominee to
furnish such other information as may reasonably be required by the
Company to determine the eligibility of such proposed nominee as a
director. The Nominating Committee is composed of Mr. David M.
Friedson and Messrs. Glazer, Rosen, Sager and Strauss and did not
meet in 1994, and the functions which in the past have been
performed by such committee were performed by the Company's Board
of Directors.
Compensation Committee. The Compensation Committee determines
the cash and other incentive compensation, if any, to be paid to
the Company's executive officers. The Compensation Committee is
also responsible for the administration and award of stock options
under the Company's 1992 Employee Incentive Stock Option Plan as
well as the award of non-qualified stock options issued pursuant to
individual stock option agreements. The Compensation Committee is
composed of Messrs. Rosen, Sager and Sabates, each of whom is a
"disinterested person" within the meaning of Rule 16b-3 under the
Securities Exchange Act of 1934, as amended (the "Exchange Act").
The Compensation Committee did not meet in 1994, and the functions
which in the past have been performed by such committee were
performed by the Company's Board of Directors. Members of the
Company's Board of Directors did not vote with respect to matters
affecting their individual compensation.
EXECUTIVE COMPENSATION
Compensation Committee Report on Executive Compensation.
PHILOSOPHY. The Compensation Committee's executive
compensation philosophy is to provide competitive levels of
compensation, integrate the compensation of its executive officers
with the achievement of the Company's annual and long-term
performance goals, reward above average corporate performance,
recognize individual initiative and achievement and assist the
Company in attracting and retaining qualified management. To meet
these objectives, the Compensation Committee attempts to set the
compensation of its executive officers at levels that it believes
are competitive with other companies of the same size in the
Company's industry, in light of the Company's then current and
anticipated performance. The Compensation Committee endorses the
position that equity interest in the Company by management is
beneficial in aligning executive officers' and shareholders'
interests in the enhancement of shareholder value.
COMPONENTS OF EXECUTIVE COMPENSATION. Compensation of the
Company's executive officers consists of both cash payments and
grants of stock options. The annual cash compensation consists of
a base salary and an annual bonus. Long-term incentives are
provided through the grant of qualified stock options under the
Company's 1992 Employee Incentive Stock Option Plan and non-
qualified stock options issued pursuant to individual stock option
agreements.
BASE SALARIES. The Compensation Committee attempts to set
base salaries of its executive officers at levels that it believes
are competitive with other companies of the same size in the
Company's industry. Information about appropriate salary levels has
been determined by reviewing the public disclosure of the Company's
competitors and through the Company's recruiting activities.
Except as described below, salaries are reviewed annually, and any
increases are based on competitive practices as well as the
performance of the Company and the executive officer.
Eight of the Company's executive officers, five of whom
(including the Chief Executive Officer) are named in the
compensation tables following this Report, are parties to
Employment Agreements with the Company. Each of these Employment
Agreements provides for an annual salary increase equal to the
increase in the Consumer Price Index.
BONUSES. Cash bonuses have been a standard and expected
component of compensation at the Company when the Company has
experienced particularly positive financial results.
During 1994, in recognition of the special efforts made by
selected members of senior management in the United States and Hong
Kong in helping to achieve the Company's positive 1994 results, a
cash incentive award was made to 23 persons in amounts not
exceeding three months' compensation. On this basis, the Chief
Executive Officer received a cash bonus of $161,000. In addition,
cash bonuses of between one and three months' base salaries were
paid to almost all other persons employed by the Company's
subsidiaries in Hong Kong, in accordance with the customary
practice in Hong Kong.
STOCK OPTIONS. The Compensation Committee grants stock
options to the Company's executive officers pursuant to the
Company's 1992 Incentive Stock Option Plan and individual stock
option agreements. The Compensation Committee has the authority to
determine the individuals to whom stock options are awarded, the
terms at which option grants are made, the duration of the options
and the number of shares subject to each option. The size of the
option grants are generally based on the position level of the
recipient. Through the award of stock options, the objective of
aligning executive officers' long range interests with those of the
shareholders is met by providing the executive officers with the
opportunity to build a meaningful stake in the Company.
It is the Compensation Committee's intention that, over time,
compensation opportunities from option grants will constitute a
significant portion of each executive officer's total compensation.
However, there are not automatic grants to each executive officer
every year. Instead, the Compensation Committee reviews the
performance of the Company overall and of each individual executive
officer, as well as past option grants to each executive officer,
and makes decisions about recipients and grant sizes for the year.
The Chief Executive Officer received a grant of 1,500 options
pursuant to the Company's 1988 Director Option Plan in June 1994,
and a grant of 375,000 non-qualified stock options pursuant to an
individual stock option agreement in March 1994.
In December 1994, the Internal Revenue Service issued
amendments to the proposed regulations previously issued under
Section 162(m) ("Section 162(m)") of the Internal Revenue Code of
1986, as amended. In general, Section 162(m) disallows a public
company's deduction for compensation to any employee in excess of
$1.0 million per year, unless such compensation is paid in
connection with the attainment of performance goals established by
the compensation committee of the board of directors and approved
by the shareholders of such company in advance of the period during
which services relating to such compensation were rendered. The
Compensation Committee is in the process of evaluating Section
162(m) and its effect upon the Company, and has not at this time
established a performance-based compensation plan which complies
with Section 162(m).
Members of the Compensation Committee are Jerald I. Rosen
(Chairman), Bert Sager and Felix S. Sabates.
Summary Compensation Table. The following table sets forth
the aggregate compensation paid during each of the years ended
December 31, 1994, 1993 and 1992 to the Company's Chief Executive
Officer (the "CEO") and each of the four most highly compensated
executive officers of the Company other than the CEO during 1994.
The CEO and such other executive officers are sometimes referred to
herein as the "Named Executive Officers."
<TABLE>
<CAPTION>
<S> <C> <C>
Annual
Compensation(1)
Name and Fiscal
Principal Position Year Salary Bonus
David M. Friedson 1994 $689,572 $ 161,000
President and Chief 1993 $626,051 $ 146,538
Executive Officer 1992 $597,818 $2,961,958
Arnold Thaler 1994 $253,773 $ 60,162
Executive Vice 1993 $245,399 $ 54,962
President-Product 1992 $210,002 $ 339,304
Development,
Engineering and
Manufacturing
Barbara Friedson 1994 $243,607 $ 58,125
Garrett 1993 $236,544 $ 52,876
Executive Vice 1992 $210,002 $ 244,304
President-Sales
and Marketing
Harry D. Schulman 1994 $209,702 $ 49,740
Executive Vice 1993 $178,485 $ 40,380
President-Finance 1992 $140,010 $ 97,912
and Administration
and Chief Financial
Officer
Belvin Friedson 1994 $314,990 $0
Chairman of the Board 1993 $314,990 $0
of Directors 1992 $314,990 $0
(continued)
<S> <C> <C>
Long Term
Compensation
Number of All Other
Name and Options Compensa-
Principal Position Granted(2) tion
David M. Friedson 376,500 $2,357 (3)
President and Chief 1,500 $2,231
Executive Officer 1,500 $1,231
Arnold Thaler 100,000 $3,575 (4)
Executive Vice -0- $2,231
President-Product -0- $2,008
Development,
Engineering and
Manufacturing
Barbara Friedson 101,500 $2,357 (5)
Garrett 1,500 $2,357
Executive Vice 1,500 $1,231
President-Sales
and Marketing
Harry D. Schulman 75,000 $2,357 (6)
Executive Vice 25,000 $2,609
President-Finance -0- $1,357
and Administration
and Chief Financial
Officer
Belvin Friedson 1,500 $7,896 (7)
Chairman of the Board 1,500 $4,410
of Directors 1,500 $4,410
</TABLE>
[FN]
(1) The column for "Other Annual Compensation" has been omitted
because there is no compensation required to be reported in
such column. The aggregate amount of perquisites and other
personal benefits provided to each Named Executive Officer did
not exceed the lesser of $50,000 or 10% of the total of annual
salary and bonus of such officer.
(2) See "Option Grants Table" and "Aggregate Option Exercises and
Year-End Option Value Table" below for additional information
about these options.
(3) The amount indicated consists of life insurance premiums of
$357 paid by the Company on a policy as to which the Named
Executive Officer may designate the beneficiary and matching
contributions made by the Company of $2,000 to its 401(k)
Profit Sharing Plan.
(4) The amount indicated consists of life insurance premiums of
$1,575 paid by the Company on a policy as to which the Named
Executive Officer may designate the beneficiary and matching
contributions made by the Company of $2,000 to its 401(k)
Profit Sharing Plan.
(5) The amount indicated consists of life insurance premiums of
$357 paid by the Company on a policy as to which the Named
Executive Officer may designate the beneficiary and matching
contributions made by the Company of $2,000 to its 401(k)
Profit Sharing Plan.
(6) The amount indicated consists of life insurance premiums of
$357 paid by the Company on a policy as to which the Named
Executive Officer may designate the beneficiary and matching
contributions made by the Company of $2,000 to its 401(k)
Profit Sharing Plan.
(7) The amount indicated represents the amount of life insurance
premiums paid by the Company on a policy as to which the Named
Executive Officer may designate the beneficiary.
Option Grants Table. The following table sets forth certain
information concerning grants of stock options made during 1994 to
each of the Named Executive Officers. The Company did not grant
any stock appreciation rights in 1994.
<TABLE>
<CAPTION>
<S> <C>
Individual Option Grants in 1994
% of Total
Options
Number Granted to Exercise
of Options Employees Price
Name Granted in 1994 Per Share
David M. Friedson 1,500(1) * $10.875
375,000(2) 36% $ 7.00
Arnold Thaler 100,000(3) 10% $ 7.00
Barbara Friedson
Garrett 1,500(1) * $10.875
100,000(3) 10% $ 7.00
Harry D. Schulman 75,000(3) 7% $ 7.00
Belvin Friedson 1,500(1) * $10.875
(continued)
<S> <C> <C>
Alternative
Expiration Grant Date
Name Date Value(4)
David M. Friedson 6/02/05 $ 7,007
3/30/24 $1,335,126
Arnold Thaler 3/30/00 $ 273,276
Barbara Friedson
Garrett 6/02/05 $ 8,367
3/30/00 $ 273,276
Harry D. Schulman 3/30/00 $ 204,957
Belvin Friedson 6/02/05 $ 7,007
</TABLE>
[FN]
* Less than 1%
(1) The options were granted pursuant to the Company's 1988
Director Option Plan on June 2, 1994.
(2) Represents the number of non-qualified stock options granted
on March 30, 1994 by the Company pursuant to an individual
option agreement. Such options are immediately exercisable.
(3) Represents the number of non-qualified stock options granted
on March 30, 1994 by the Company pursuant to individual option
agreements. Such options vest and become exercisable at the
rate of 20% per year beginning one year after the date of
grant.
(4) Based on the Black-Scholes option pricing model adapted for
use in valuing executive stock options. The estimated values
under that model are based on certain assumptions as to
variables such as interest rates, stock price volatility and
future dividend yields. The actual value, if any, that an
executive may realize will depend on the excess of the stock
price over the exercise price on the date the option is
exercised, so that there is no assurance that the value
realized by an executive will be at or near the value
estimated by the Black-Scholes model.
Aggregate Option Exercises and Year-End Option Value Table.
The following table sets forth certain information concerning
unexercised stock options held by the Named Executive Officers as
of the end of 1994.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Value of
Number of Unexercised
Unexercised In-the-Money
Options at Options at
1994 Fiscal 1994 Fiscal
Shares Year-End Year-End(1)
Acquired Value Exercisable(E) Exercisable(E)
Name on Exercise Realized Unexercisable(U) Unexercisable(U)
David M.
Friedson - - 413,000 (E) $493,368 (E)
6,500 (U) $ 23,125 (U)
Arnold Thaler 58,000 431,500 53,000 (E) $136,375 (E)
154,000 (U) $147,750 (U)
Barbara Friedson
Garrett 18,000 $128,250 126,000 (E) $455,993 (E)
115,500 (U) $147,750 (U)
Harry D.
Schulman 21,000 $154,875 45,000 (E) $131,875 (E)
107,000 (U) $133,375 (U)
Belvin Friedson - - 46,500 (E) $204,555 (E)
1,500 (U) $ - (U)
</TABLE>
[FN]
(1) Based on the closing price of the Company's Common Stock on
the New York Stock Exchange on December 31, 1994, which was
$7.88.
Comparative Performance by the Company. Set forth below is a
five-year graphic comparison of the yearly percentage change in the
Company's cumulative shareholder return on its Common Stock with
the cumulative total return of (i) the Standard & Poor's 500 Stock
Index (the "S&P Index") and (ii) appropriate similar companies (the
"Peer Group Index"). The companies included as part of the Peer
Group Index were selected on the basis of the similarity of such
companies to the Company, considering such factors as products
sold, market capitalization, existence of public market for the
equity securities of such companies and industry within which such
companies operate.
Indexed Total Shareholder Return
Windmere Corporation, Peer Group and S&P 500
December 31, 1989-December 31, 1994
Dec. 1989= $100
<TABLE>
<CAPTION>
Measurement Period
(Fiscal Year) Windmere Peer Group S&P 500
<S> <C> <C> <C>
1989 $100 $100 $100
1990 $ 29 $ 96 $ 97
1991 $ 51 $195 $126
1992 $ 64 $158 $135
1993 $ 95 $132 $149
1994 $ 96 $117 $150
</TABLE>
* Peer companies include National Presto Industries Inc., Royal
Appliance Manufacturing Co., Helen of Troy Corp., Toastmaster
Inc. and Rival Co.; Mr. Coffee Inc., which was included in
the peer group in the 1994 proxy statement, has been acquired
and is thus no longer included in the peer group; Rival Co.
was added to the peer group to replace Mr. Coffee Inc.
NOTE: Assumes that $100 was invested on December 31, 1989 in
Windmere's Common Stock, the S&P 500 and the Peer Group and
that dividends of each are reinvested quarterly.
SOURCE: Compustat.
Compensation Committee Interlocks and Insider Participation.
The Compensation Committee of the Board of Directors consists of
Jerald I. Rosen, Bert Sager and Felix S. Sabates. Mr. Rosen serves
as Secretary of the Company, although he is not compensated for his
services in such capacity. Mr. Sager is an independent director of
the Company, and is neither an officer of the Company or affiliated
with any principal shareholder of the Company. Mr. Sabates is the
sole shareholder and Chief Executive Officer of Top Sales Company,
Inc. ("Top Sales"). Pursuant to an agreement dated August 15, 1988
between the Company and Top Sales, Top Sales sells certain products
manufactured by the Company. In 1994, the Company paid Top Sales
$719,600 pursuant to this agreement. Each member of the
Compensation Committee is a "disinterested person" within the
meaning of Rule 16b-3 under the Exchange Act.
Director Compensation. Directors of the Company who are
salaried employees of the Company do not receive any additional
compensation for serving as a director or committee member. In
1994, non-employee directors of the Company received $1,500 per
month for service on the Board of Directors and $750 for each Board
of Directors' meeting attended and for each committee meeting
attended.
In 1989, the Board of Directors and the shareholders of the
Company adopted the 1988 Director Option Plan (the "Director Plan")
to attract and retain the services of experienced and knowledgeable
directors and to provide an incentive for such persons to increase
their proprietary interest in the Company's long-term success and
progress.
Under the terms of the Director Plan, which is administered by
a committee composed of Burton A. Honig, Joseph Reid, the
Controller of the Company, and John A. Heinlein, the Treasurer of
the Company, options to purchase an aggregate of 375,000 shares of
Common Stock may be issued to the directors of the Company. The
Director Plan provided for the granting to each director of the
Company on June 1, 1988, or as soon thereafter as reasonably
possible, nonqualified options to purchase shares of Common Stock
("option shares") in an amount determined in accordance with the
following formula:
<TABLE>
<CAPTION>
<S> <C>
number of completed years of
1,500 X service on the Company's Board + 1,500 = number of option
of Directors through June 1, shares
1988
</TABLE>
In addition, 1,500 option shares will automatically be granted
to each of the Company's then serving directors on June 1 (or, if
June 1 is not a business day, on the next succeeding business day)
of each successive year commencing on June 1, 1989 and ending with
the last grant of options under the Director Plan on June 1, 1997.
The option price of each option granted under the Director Plan may
not be less than 100% of the fair market value of the Common Stock
on the date of grant, and no option may be exercised before the
first anniversary of the date upon which it was granted (the
"Vesting Date"). Options granted under the Director Plan, which
remain unexercised, expire upon the earlier of (i) the date which
is ten years from the Vesting Date, (ii) eight months after the
date the optionee ceases to be a director or (iii) one year after
death. In the event of a change in control of the Company, as
defined in the Director Plan, all options become immediately
exercisable with respect to the full number of option shares.
In June 1994, an automatic grant of 1,500 shares was made to
each of the Company's directors.
Employment Contracts.
The Company entered into an employment agreement with David M.
Friedson, dated July 18, 1983, which has been amended from time to
time. Under this agreement, among other things, Mr. Friedson was
employed for a five-year term, commencing July 18, 1983, which term
is automatically extended each year for an additional one-year
period unless written notice of an intention not to extend is given
by either party. This Agreement provides for a minimum annual base
salary which, as of December 31, 1994, was $689,572, which amount
is subject to adjustment in subsequent periods according to changes
in the Consumer Price Index, in addition to other benefits. If, at
any time during the term of the agreement, there shall be a change
in control of the Company, then Mr. Friedson shall have the option
of terminating his employment upon 60 days' notice and, in such
event, any outstanding options held by Mr. Friedson may be
exercised and sold without restrictions imposed by the Company, and
the Company shall pay Mr. Friedson a lump sum equal to three times
Mr. Friedson's then annual salary. Such lump sum payment would be
in lieu of any compensation that would otherwise be due and payable
under this agreement. In consideration for such lump sum payment,
Mr. Friedson has agreed to consult with the Company and its
officers after termination of his employment, if requested to do
so, for a period of four years from the date of such termination,
devoting such time to such services as Mr. Friedson believes to be
reasonable.
The Company entered into an employment agreement with Belvin
Friedson, dated January 5, 1987, which has been amended from time
to time. Under this agreement, among other things, Mr. Friedson
was retained by the Company to continue to serve as Chairman of the
Board of Directors and to serve as an advisor and consultant to the
Company for a five-year period which is automatically extended for
an additional one-year period unless four years' written notice not
to extend is provided by the Company or Mr. Friedson (the "Advisory
Period"). As of December 31, 1994, Mr. Friedson's annual
compensation was $314,990, which amount is subject to adjustment in
subsequent periods according to any increase in the Consumer Price
Index, in addition to other benefits. During the Advisory Period,
Mr. Friedson is restricted from competing with the Company as set
forth in the agreement. If at any time during the Advisory Period,
there shall be a change in control of the Company, then Mr.
Friedson shall have the option of terminating the Advisory Period
upon reasonable notice, and, upon such termination, the Company
shall pay Mr. Friedson a lump sum equal to the sum of the payments
to be made to Mr. Friedson during the Advisory Period discounted by
a factor of 10% for each year in which such payments are
accelerated. Such payment would be in lieu of any advisory
compensation remaining to be paid under this agreement.
The Company entered into employment agreements with Arnold
Thaler, Barbara Friedson Garrett and Harry D. Schulman
(collectively, the "Employees"). These agreements, as amended from
time to time, provide, among other things, for the employment of
Mr. Thaler, Ms. Garrett and Mr. Schulman as Executive Vice
Presidents, each for an initial term of three years, which terms
are each automatically extended each year for an additional one-
year period unless written notice of an intention not to extend is
given by either party. Under these agreements, the Employees are
each entitled to a minimum annual base salary which, as of December
31, 1994, was $253,773 for Mr. Thaler, $243,607 for Ms. Garrett and
$209,702 for Mr. Schulman, which amounts are subject to adjustment
in subsequent periods according to changes in the Consumer Price
Index, in addition to other benefits. If at any time during the
term of these agreements, there shall be a change in control of the
Company, then each Employee shall have the option of terminating
his or her employment upon 60 days' notice and, in such event, any
outstanding options held by the Employee may be exercised and sold
without restrictions imposed by the Company, and the Company shall
pay such Employee a lump sum equal to three times the Employee's
prevailing annual salary. Such lump sum payment would be in lieu
of any compensation that would otherwise be due thereafter under
these agreements. In consideration for such lump sum payment, each
Employee has agreed to consult with the Company and its officers
after termination of his or her employment, if requested to do so,
for a period of four years from the date of such termination,
devoting only such time to such services as the Employee believes
to be reasonable.
CERTAIN TRANSACTIONS
The Company has agreed to use its best efforts to recommend to
its shareholders and directors that Lai Kin, the Managing Director
of Durable and of Ourimbah, be appointed as, and remain a member
of, the Company's Board of Directors for such time as Mr. Lai
continues to be an indirect shareholder of the Company and
continues to be employed by Durable and/or any other affiliate of
the Company. Upon Mr. Lai's resignation or termination as Managing
Director of Durable, the Company has agreed to employ Mr. Lai as a
consultant to the Company and Durable and any of their affiliates
at a salary equal to 60% of Mr. Lai's annual base salary from
Durable in the fiscal year immediately preceding his resignation or
termination from Durable. Pursuant to this agreement, Mr. Lai will
be employed as a consultant for a three-year period which is
automatically extended by one year on the first day of the second
year of each three-year period unless two years' prior written
notice is given to terminate the agreement, in which event the term
of the agreement will be automatically extended for one additional
year beyond the expiration of the then current three year period.
In April 1994, in connection with the purchase by the Company
of 20% of the outstanding shares of capital stock of Durable, which
resulted in Durable becoming a wholly-owned subsidiary of the
Company, the Company agreed, upon a Change of Control of the
Company (as defined in said agreement), to make an additional
payment to Ourimbah in respect of shares of Durable being purchased
under such agreement equal to the greater of (i) the same multiple
of earnings per share paid for the shares of Common Stock of the
Company received in connection with such Change of Control or (ii)
the same multiple of net asset value per share paid for the shares
of Common Stock of the Company received in connection with such
Change of Control. In addition, the Company agreed to use its best
efforts to recommend to the shareholders and directors of the
Company that two individuals to be nominated by Mr. Lai and deemed
suitable by the Company be appointed as members of the Company's
Board of Directors. The Company further agreed that the
composition of Durable's Board of Directors shall initially remain
equally divided between each of the present designees of Ourimbah
and persons selected by the Company. Accordingly, for so long as
such designees of Ourimbah who are present members of the Board of
Directors of Durable (the "Durable Board"): (i) remains a
shareholder of Ourimbah, and (ii) Ourimbah remains a shareholder of
the Company, the Company shall vote its shares of Durable to
appoint such designees of Ourimbah to the Durable Board. When any
member of the Durable Board who has been designated by Ourimbah
ceases to be a shareholder of Ourimbah, such designee shall no
longer be entitled to serve on the Durable Board, and the Company
shall have the right to designate a replacement member to the
Durable Board in its sole discretion.
In 1986, the Company made a non-interest bearing loan of
$78,000 to Mr. Lai, a director of the Company. The entire amount
of such loan was outstanding as of the date of this Proxy
Statement.
During 1994, the Company made a series of personal loans
bearing interest at prevailing market rates to David Friedson,
President, Chief Executive Officer and a director of the Company.
The largest aggregate amount of such indebtedness outstanding to
Mr. Friedson during fiscal year 1994 was $596,250. The entire
amount of such loans, together with all accrued interest, was paid
to the Company by Mr. Friedson in November and December of 1994.
Reference is made to "Executive Compensation - Compensation
Committee Interlocks and Insider Participation" for a discussion of
the relationship between Felix Sabates, Top Sales and the Company.
RATIFICATION OF THE REAPPOINTMENT
OF THE COMPANY'S AUDITOR
The Board of Directors recommends that the appointment of
Grant Thornton, independent certified public accountants, as the
Company's auditors for the fiscal year ending December 31, 1995, be
ratified by the Company's shareholders. Grant Thornton has audited
the books and records of the Company since 1976. Although the
appointment of Grant Thornton as independent auditors of the
Company does not require ratification, the Board of Directors
considers it appropriate to obtain such ratification. Accordingly,
the vote of shareholders on this matter is advisory in nature and
has no binding effect upon the Board of Directors' appointment of
Grant Thornton. A representative of Grant Thornton is expected to
be present at the Annual Meeting to make a statement, if he desires
to do so, and to respond to appropriate questions.
OTHER BUSINESS
As of the date of this Proxy Statement, the Board of Directors
of the Company knows of no other business to be presented at the
Company's 1995 Annual Meeting of Shareholders. If any other
business should properly come before the Company's 1995 Annual
Meeting of Shareholders, the persons named in the accompanying
proxy will vote thereon as in their discretion they may deem
appropriate, unless they are directed by a proxy to do otherwise.
INFORMATION CONCERNING SHAREHOLDER PROPOSALS
Pursuant to Rule 14a-8 promulgated by the Securities and
Exchange Commission, proposals of shareholders intended to be
presented at the Company's 1996 Annual Meeting of Shareholders must
be received in writing by the Company's Secretary at the Company's
principal executive offices not later than December 12, 1995 in
order to be included in the Company's Proxy Statement and form of
Proxy relating to that Annual Meeting.
By Order of the Board of Directors
Jerald I. Rosen, Secretary
Miami Lakes, Florida
April 13, 1995
[ X ] Please mark your
votes as in this
example
Nominees: Leonard Glazer
FOR WITHHELD Harold Strauss
1. Election of [ ] [ ] Lai Kin
Directors Raymond So
FOR AGAINST ABSTAIN
2. Recertification of the [ ] [ ] [ ]
appointment of auditors
For, except vote withheld
from the following nomi-
nee(s) The undersigned hereby acknowledges
receipt of a Notice of Annual Meeting
of Shareholders of Windmere
Corporation called for May 9, 1995
and a Proxy Statement for the Annual
Meeting prior to the approving of
this proxy.
This Proxy when properly executed
will be voted as specified above. If
no direction is made, this Proxy will
be voted "FOR" Proposals 1 and 2.
PLEASE MARK, SIGN, DATE AND RETURN
IMMEDIATELY.
SIGNATURE(S) DATE
Note: Please sign exactly as your name(s)
appear(s) on this Proxy. Joint Owners
should each sign. When signing in a
representative capability, please give
title.
WINDMERE CORPORATION
PROXY SOLICITED ON BEHALF OF BOARD OF DIRECTORS
The undersigned hereby appoints Burton A. Honig and Joann Ledbetter
and each of them, each with full power of substitution, proxies to
vote at the Annual Meeting of Shareholders of Windmere Corporation
(the "Company") to be held at the Don Shula's Hotel, Main Street,
Miami Lakes, Florida 33014, on May 9, 1995 at 10:00
a.m., local time, and at any adjournments thereof, hereby revoking
any proxies heretofore given, to vote all shares of common stock of
the Company held or owned by the undersigned as directed below, and
in their discretion upon such other matters as may come before the
meeting.
(To be Signed on Reverse Side)
SEE REVERSE
SIDE
