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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /X/
Filed by a party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-12
Courier Corporation
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
(1) Title of each class of securities to which transaction applies:
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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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COURIER CORPORATION
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
JANUARY 18, 2001
To the Stockholders of
COURIER CORPORATION:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the
"Annual Meeting") of COURIER CORPORATION (the "Corporation") will be held at the
Boston University Corporate Education Center, 72 Tyng Road, Tyngsboro,
Massachusetts, at ll:00 A.M. on Thursday, January 18, 2001 for the following
purposes:
1. To elect two Class C Directors to hold office for a term of three
years and until their respective successors shall be elected and
shall have qualified;
2. To approve an amendment to the Corporation's 1993 Amended and
Restated Stock Incentive Plan, which would increase the number of
shares available for grant under the Plan by 100,000 shares,
representing 3.0 % of the outstanding shares of common stock, as
described in the attached Proxy Statement;
3. To ratify and approve the selection by the Board of Directors of
Deloitte & Touche LLP as independent public accountants for the
Corporation for the current fiscal year ending September 29, 2001;
and
4. To transact such other business as may properly come before the
Annual Meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on November 24,
2000 as the record date for the determination of the stockholders entitled to
notice of and to vote at the Annual Meeting and at any adjournments or
postponements thereof.
By order of the Board of Directors,
F. BEIRNE LOVELY, JR., CLERK
15 Wellman Avenue
North Chelmsford, Massachusetts 01863
December 11, 2000
IF YOU DO NOT EXPECT TO ATTEND IN PERSON, IT WOULD BE APPRECIATED IF YOU
WOULD FILL IN AND SIGN THE ENCLOSED PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED
ENVELOPE.
<PAGE>
PROXY STATEMENT
COURIER CORPORATION
15 WELLMAN AVENUE
NORTH CHELMSFORD, MASSACHUSETTS 01863
ANNUAL MEETING OF STOCKHOLDERS
JANUARY 18, 2001
NATURE OF SOLICITATION
This Proxy Statement is furnished in connection with and accompanies a
Proxy for and Notice of Annual Meeting of Stockholders (the "Notice") of Courier
Corporation (the "Corporation" or "Courier"), to be held January 18, 2001 at
ll:00 A.M. at the Boston University Corporate Education Center, 72 Tyng Road,
Tyngsboro, Massachusetts, for the purposes set forth in said Notice. The
solicitation is made on behalf of the Board of Directors of the Corporation.
This Proxy Statement and the accompanying Notice and Proxy Card (the
"Proxy") are first being sent to stockholders on or about December 11, 2000. The
Board of Directors has fixed the close of business on November 24, 2000 as the
record date for the determination of stockholders entitled to notice of and to
vote at the Annual Meeting (the "Record Date").
The cost of preparing, assembling and mailing the Proxy and Notice and
this Proxy Statement and of soliciting Proxies is to be borne by the
Corporation. In addition to the use of the mails, solicitation may be made by
telephone and personally by employees and Directors of the Corporation.
Corporate Investor Communications, Inc. has been hired by the Corporation to act
as a distribution agent and solicitor only with respect to record holders who
are brokers, dealers, banks or other entities that exercise fiduciary powers in
nominee name or otherwise, at a fee of approximately $3,500. The Corporation
will also bear the expense of banks, brokers and other fiduciaries or nominees
who may forward Proxies and proxy material to beneficial owners of shares held
of record by such holders of record.
Any Proxy given pursuant to this solicitation may be revoked by the
person giving it prior to the exercise of the powers conveyed by it by filing
with the Clerk of the Corporation a written revocation or duly executed Proxy
bearing a later date or by attending the Annual Meeting and voting in person.
Unless a Proxy is revoked, the shares represented thereby will be voted at the
Annual Meeting or at any adjournment thereof in the manner hereinafter
described.
The Annual Report of the Corporation for the fiscal year ended
September 30, 2000 including financial statements for the fiscal year ended
September 30, 2000, is being mailed to stockholders concurrently with this Proxy
Statement.
VOTING SECURITIES
As of the Record Date, the securities outstanding and entitled to vote
at the Annual Meeting consist of 3,360,083 shares of Common Stock, par value $1
per share, of
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the Corporation (the "Common Stock"). Only holders of record at the close of
business on November 24, 2000 will be entitled to vote at the meeting. Each
stockholder is entitled to one vote, in person or by proxy, for each share held.
A majority in interest of all shares of Common Stock issued, outstanding and
entitled to vote at the meeting constitutes a quorum for the meeting (1,680,042
shares). Abstentions and broker non-votes shall be counted in determining the
number of shares present at the meeting.
A plurality of votes properly cast for the election of Directors by
stockholders attending the meeting in person or by proxy will elect Directors to
office. A majority of votes properly cast at the meeting is required for
approval of other matters presented at the meeting, unless a larger vote is
required by law, or by the Corporation's Articles of Organization or By-Laws.
Abstentions and broker non-votes will not be counted as votes cast at the
meeting.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of November 24, 2000, the ownership
of Common Stock of the Corporation by each Director, by each executive officer
named in the Summary Compensation Table below (each a "Named Executive
Officer"), by all Directors and executive officers of the Corporation as a
group, and by any person or group known to the Corporation to be the beneficial
owner of more than 5% of the outstanding shares of Common Stock. The number of
shares beneficially owned by each person and entity is determined according to
the rules of the Securities and Exchange Commission (the "Commission"), and the
information is not necessarily indicative of beneficial ownership for any other
purpose. Under such rules, beneficial ownership includes any shares as to which
the individual or entity has sole or shared voting power or investment power and
also any shares which the individual or entity has the right to acquire within
sixty days of November 24, 2000 through the exercise of an option or similar
right. Except as noted below, each holder has sole voting and investment power
with respect to all shares of Common Stock listed as owned by such person or
entity.
<TABLE>
<CAPTION>
Number of Shares
Beneficially % of Shares
Name Owned (1)(2)(3) Outstanding
---- ---------------- -----------
<S> <C> <C>
James F. Conway III 348,395 (4) 10.3%
Kathleen Foley Curley 7,850 0.2%
Richard K. Donahue 20,000 0.6%
Edward J. Hoff 106,786 3.2%
Arnold S. Lerner 15,777 (5) 0.5%
Charles E. Otto 15,266 0.5%
W. Nicholas Thorndike 28,100 0.8%
George Q. Nichols 16,928 0.5%
Robert P. Story, Jr. 83,347 (6) 2.5%
Peter D. Tobin 4,771 0.1%
Peter M. Folger 18,586 0.6%
All Directors and Executive Officers
as a Group (11 persons) 665,806 19.2%
Artisan Partners 380,525 (7) 11.4%
T. Rowe Price Associates, Inc. 234,000 (8) 7.0%
</TABLE>
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(1) The information concerning the amount of Common Stock of the Corporation
beneficially owned by each of the Directors and executive officers was furnished
to the Corporation by each such Director or executive officer.
(2) Includes shares subject to options exercisable within sixty days as follows:
Mr. Conway, 22,500; Ms. Curley, 3,300; Mr. Donahue, 12,200; Mr. Hoff, 20,200;
Mr. Otto, 11,666; Mr. Thorndike, 1,600; Mr. Story, 25,075; Mr. Tobin, 4,430; Mr.
Folger, 8,865; and all Directors and executive officers as a group, 114,036. For
purposes of calculating the percentage of shares outstanding with respect to
each individual and the group, the shares subject to such options have been
treated as if they were issued and outstanding only as to such individual or
group.
(3) Includes shares allocated to individual accounts in the Courier Employee
Stock Ownership Plan (the "ESOP") as follows: Mr. Conway, 2,491; Mr. Nichols,
2,678; Mr. Story, 1,772; Mr. Tobin, 51; and Mr. Folger, 1,147.
(4) Includes 174,226 shares owned by the James F. Conway, Jr. Trusts of which
Mr. Conway III is a trustee with shared voting and investment power as to these
shares. Mr. Conway's address is c/o the Corporation, 15 Wellman Avenue, North
Chelmsford, MA 01863.
(5) Includes 1,500 shares owned by Mr. Lerner's wife and 7,500 shares owned by
Mr. Lerner's adult children, as to which shares Mr. Lerner disclaims beneficial
ownership.
(6) Includes 1,200 shares owned by Mr. Story's wife, as to which shares Mr.
Story disclaims beneficial ownership.
(7) Based upon information provided by Artisan Partners Limited Partnership as
of November 24, 2000. Artisan Partners serves as investment adviser with shared
voting and shared dispositive power over these shares, which are owned by
Artisan Partners' clients. The address for Artisan partners is 1000 North Water
Street, Suite 1770, Milwaukee, WI 53202.
(8) Based upon information provided by T. Rowe Price Associates, Inc. as of
November 24, 2000. These shares are owned by T. Rowe Price Small Cap Value Fund,
for which T. Rowe Price Associates, Inc. ("Price Associates") serves as
investment adviser with power to direct investments. For purposes of the
reporting requirements of the Securities Exchange Act of 1934, Price Associates
is deemed to be a beneficial owner of such securities; however, Price Associates
expressly disclaims that it is, in fact, the beneficial owner of such
securities. The address for Price Associates is 100 East Pratt Street,
Baltimore, MD 21202.
ITEM 1: ELECTION OF DIRECTORS
Pursuant to the By-Laws, the Corporation's directorships are divided
into three classes, consisting of Class A, Class B and Class C Directors. The
term of each directorship is three years and the terms of the three classes are
staggered in such a manner that only one class is elected in any one year. Two
Class C Directors are to be elected at the 2001 Annual Meeting. Each of the two
Class C Directors will serve until the 2004 Annual Meeting and until his or her
successor shall have been elected and shall have
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qualified or until his or her earlier death, incapacity, resignation or removal.
It is proposed that Proxies not limited to the contrary will be voted to elect
Arnold S. Lerner and George Q. Nichols as Class C Directors. Messrs. Lerner and
Nichols are presently Class C Directors having terms expiring at the 2001 Annual
Meeting. If some unexpected occurrence should make necessary, in the judgement
of the Board of Directors, the substitution of some other person for any of the
nominees, it is the intention of the persons named in the Proxy to vote for the
election of such other person as may be designated by the Board of Directors.
Messrs. Lerner and Nichols were previously elected by the stockholders.
NOMINEES FOR ELECTION AS CLASS C DIRECTORS
ARNOLD S. LERNER -- Mr. Lerner, age 70, has been a Director of the Corporation
since 1989. He is a Director, Vice Chairman and Clerk of Enterprise Bank and
Trust Company. If elected, Mr. Lerner will serve as a Class C Director until the
2004 Annual Meeting.
GEORGE Q. NICHOLS -- Mr. Nichols, age 71, has been a Director of the Corporation
since March 1995. He is Senior Vice President of Courier Corporation and became
Chairman of National Publishing Company, a wholly-owned subsidiary of Courier
Corporation, in 2000. He had previously been President of National Publishing
Company since 1976. If elected, Mr. Nichols will serve as a Class C Director
until the 2004 Annual Meeting.
DIRECTORS CONTINUING IN OFFICE
The following persons are incumbent Directors and have unexpired terms
as Class A and Class B Directors as indicated.
JAMES F. CONWAY III -- Mr. Conway, age 48, has been a Director of the
Corporation since 1988. Mr. Conway was elected Chairman of the Corporation on
September 22, 1994 and continues as President and Chief Executive Officer. He
had been Acting Chairman, President and Chief Executive Officer since December
1992, and President and Chief Operating Officer from 1988 to 1992. He is a
Director of Enterprise Bank and Trust Company. Mr. Conway was previously elected
as a Class B Director to serve until the 2003 Annual Meeting.
W. NICHOLAS THORNDIKE -- Mr. Thorndike, age 67, has been a Director of the
Corporation since 1989. He serves as a Corporate Director or Trustee of a number
of organizations, including Providence Journal Company, The Putnam Funds and
Cabot Industrial. He has also served as a Trustee of Massachusetts General
Hospital from 1969 to 1999 and now serves as Honorary Trustee, and was the
Chairman of the Board from 1987 to 1992 and President from 1992 to 1994. Until
December 1988, he was Chairman and Managing Partner of Wellington Management
Company. Mr. Thorndike was previously elected as a Class B Director to serve
until the 2003 Annual Meeting.
KATHLEEN FOLEY CURLEY -- Doctor Curley, age 49, has been a Director of the
Corporation since February 1995. She joined Communispace Corporation as Senior
Vice President and Chief Community Builder in 2000. She had been Executive
Director of Lotus Institute since 1999 and Director of Research from 1996 to
1999. She was an Associate Professor at Northeastern University College of
Business Administration in Management Information Systems between 1986 and 1997.
Prior to her association with Northeastern University,
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she was a visiting scholar at MIT - Center for Information Systems Research and
an instructor at the Harvard Graduate School of Business Administration. Doctor
Curley was previously elected as a Class B Director to serve until the 2003
Annual Meeting.
RICHARD K. DONAHUE -- Mr. Donahue, age 73, has been a Director of the
Corporation since June 1995. He is Vice Chairman of NIKE, Inc. of Beaverton,
Oregon and a member of the NIKE Board of Directors since 1977. He previously
served as President and Chief Operating Officer of NIKE, Inc. from 1990 to 1994.
He is a partner in the law firm of Donahue & Donahue Attorneys, P.C. Mr. Donahue
was previously elected as a Class A Director to serve until the 2002 Annual
Meeting.
EDWARD J. HOFF -- Mr. Hoff, age 45, has been a Director of the Corporation since
1989. He is President of Leadership Development Inc., a management development
firm, since 1998. He was a Partner at The Center for Executive Development from
1992 to 1998. Mr. Hoff was previously elected as a Class A Director to serve
until the 2002 Annual Meeting.
ROBERT P. STORY, JR. -- Mr. Story, age 49, has been a Director of the
Corporation since February 1995. He is Senior Vice President and Chief Financial
Officer of Courier Corporation as well as Director of Courier's book
manufacturing operations. He joined Courier in 1986 as Vice President and
Treasurer and was elected Senior Vice President and Chief Financial Officer in
April 1989. Mr. Story was previously elected as a Class A Director to serve
until the 2002 Annual Meeting.
DIRECTORS NOT CONTINUING IN OFFICE
CHARLES E. OTTO -- Mr. Otto, age 59, has been a Director of the Corporation
since 1987. He is a consultant and a retired Corporate Officer and Senior
Vice President, Field Operations, United States Marketing Group of Xerox
Corporation. Mr. Otto was previously elected as a Class C Director to serve
until the 2001 Annual Meeting. He has chosen to retire and not to stand for
re-election.
BOARD MEETINGS AND COMMITTEES
The Board of Directors of the Corporation held a total of 10 meetings
during the fiscal year ended September 30, 2000.
The Board of Directors has an Audit and Finance Committee and a
Compensation and Management Development Committee. The Corporation has no
Nominating Committee.
The Audit and Finance Committee (the "Audit Committee") consists of
Messrs. Donahue, Hoff, Lerner, Otto and Thorndike, and Ms. Curley, with Mr.
Lerner serving as Chairman. All the members of the Audit Committee are
independent, as defined in Rule 4200(g)(15) of the National Association of
Securities Dealers' listing standards. The functions of the Audit Committee
include recommendation of independent public accountants for the Corporation;
consultation with the Corporation's independent public accountants regarding the
plan of audit; review, in consultation with the independent public accountants,
of their report of audit and accompanying management letter; review of reports
and recommendations of the Corporation's internal auditor; and consultation with
the independent public accountants regarding the adequacy of internal accounting
controls. The Board of Directors has adopted a written charter for the Audit
Committee, a copy of
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which is attached hereto as Appendix A. The Audit Committee held three formal
meetings during the last fiscal year. A part of each meeting was held with
representatives of the Corporation's independent public accountants outside of
the presence of management.
The Compensation and Management Development Committee (the
"Compensation Committee") consists of Messrs. Donahue, Hoff, Lerner, Otto and
Thorndike, and Ms. Curley, with Mr. Hoff serving as Chairman of the Committee.
The Compensation Committee administers the Company's executive compensation
programs and approves the compensation of executive officers. The Compensation
Committee held two formal meetings during the last fiscal year.
Each Director attended at least 75% of the total number of meetings
held by the Board of Directors and any committees on which he or she served
during fiscal year 2000.
DIRECTORS' COMPENSATION
The Corporation pays its non-employee Directors (Messrs. Donahue, Hoff,
Lerner, Otto and Thorndike and Ms. Curley) an annual retainer of $16,000 and
meeting fees of $1,000 per meeting of the Board of Directors and $800 per
meeting for any committee meetings of the Board of Directors attended. The
Corporation pays annual retainer fees to non-employee Directors who serve as
Chairmen of committees of the Board of Directors as follows: Compensation
Committee, $10,000 and Audit Committee, $5,000. Non-employee Directors are
allowed, at their election, to receive all or one-half of their annual retainer
fees for services as Directors and as Chairmen of Committees in the form of
stock options pursuant to the Deferred Income Plan discussed below.
1989 DEFERRED INCOME STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
The 1989 Deferred Income Stock Option Plan for Non-Employee Directors
(the "Deferred Income Plan") provides for the issuance of stock options for
shares of the Corporation's Common Stock to each non-employee Director of the
Corporation who elects to receive such options in lieu of 50 percent or 100
percent of each annual retainer receivable by him or her for services as a
Director and as a Chairman of a Committee of the Board of Directors. Elections
under the Deferred Income Plan may be made only as to compensation paid for
services rendered six months after the date of the election. Options are granted
on the first day of each fiscal year, or in the case of a newly elected
Director, on the first day of the seventh month after his or her election to
participate (the "Grant Date") or on the effective date of any retainer
increase.
The per share exercise price for each option granted pursuant to the
Deferred Income Plan is $5 less than the average of the closing sales price per
share of Common Stock for the five consecutive trading days next preceding the
Grant Date of the option, but in no event less than $1 per share. The exercise
price is payable in cash, or in shares of Common Stock, or a combination of the
two. The number of shares of Common Stock for which options will be granted to a
participating Director as of any Grant Date is one-fifth of the dollar amount by
which his or her stipend is reduced on account of his or her election to
participate in the Deferred Income Plan.
Each option granted under the Deferred Income Plan is exercisable on
and after its Grant Date to the extent of 25% of the total number of shares
subject to the option. Provided that the optionee is then serving as a Director,
an option becomes exercisable as
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to an additional 25% of the shares subject to the option on and after each
January 1, April 1 and July 1 next following its Grant Date. Each option granted
under the Deferred Income Plan expires five years after its Grant Date.
Unexpired options held by a participating Director at the termination of his or
her service as a Director may be exercised, to the extent they had become
exercisable before such termination, within three months after the date of such
termination. Unexpired options held by a participating Director at his or her
death may be exercised within one year after his or her death by his or her
personal representative, to the extent they had become exercisable before his or
her death.
The Board of Directors has no authority under the Deferred Income Plan
to select optionees or to set the number of shares covered by an option or the
exercise price of an option, but subject to the foregoing limitations the Board
may administer and construe the Deferred Income Plan and the stock option
agreements pursuant to the Deferred Income Plan. On November 5, 1998, the Board
of Directors voted to extend the term of the plan indefinitely and received
approval from the shareholders at the 1999 Annual Meeting.
Of the six persons currently eligible to participate in the Deferred
Income Plan, Messrs. Donahue, Hoff, Lerner, Otto and Thorndike and Ms. Curley
have elected to participate. Options for 3,200 shares to each of Messrs.
Donahue, Otto, and Thorndike and Ms. Curley and for 5,200 shares to Mr. Hoff
were granted on October 1, 1999 at an exercise price of $19.21 per share. An
option for 2,100 shares to Mr. Lerner was granted on April 1, 2000 at an
exercise price of $18.55 per share.
AUDIT COMMITTEE REPORT
The Audit Committee has reviewed and discussed the audited financial
statements with management. Furthermore, the Audit Committee has (i) discussed
with the Independent auditors the matters required to be discussed by SAS No.
61, (ii) received the written disclosures and the letter from the Independent
accountants required by Independence Standards Board Standard No. 1 and (iii),
discussed with the Independent accountants matters regarding the Independent
accountants' Independence. Based on these reviews and discussions, the Audit
Committee recommended to the Board of Directors that the audited financial
statements be included in the Corporation's Annual Report on Form 10-K for the
last fiscal year for filing with the Commission.
Kathleen Foley Curley Arnold S. Lerner
Richard K. Donahue Charles E. Otto
Edward J. Hoff W. Nicholas Thorndike
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COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
INTRODUCTION
The Compensation Committee ("the Committee") is comprised entirely of
non-employee, independent members of the Board of Directors. It is the
responsibility of the Committee to review the performance and set the
compensation of the Chief Executive Officer; and to review and approve all
compensation arrangements for executive officers, including cash compensation,
stock awards, employment/severance agreements and special benefits, where
applicable. Actions by the Committee are periodically reported to and, in
appropriate cases, ratified by the Board.
The Committee approved the Executive Compensation Program in 1994 for
all executives, and the program was continued in 2000. An independent
compensation consultant was retained to assist the Committee in evaluating the
Executive Compensation Program to ensure it continued to match directly the
strategy and organizational focus that the Corporation has established for
achieving competitive success, higher profits and maximizing shareholder
returns.
PHILOSOPHY
The Executive Compensation Program is designed to:
- attract and retain high quality management talent and to motivate
them to build and sustain value for shareholders,
- provide aggregate compensation opportunities that, when
performance goals are achieved, will be comparable to those
provided by other companies with revenues and operating
characteristics similar to the Corporation, and
- establish for employees in management positions a significant
risk/reward compensation structure through incentive pay plans.
EXECUTIVE COMPENSATION PROGRAM
The executive compensation program consists of four compensation
components that together comprise a total compensation amount established for
each executive officer. In determining total compensation amounts, the
Corporation reviews compensation survey data of other companies of a similar
revenue size, in similar markets as the Corporation, and in regional areas in
which the Corporation competes for executive talent. There is no special attempt
to set total compensation of executive officers to particular levels (e.g.,
median, salary midpoint, etc.) within the survey data. It is the opinion of the
Committee that when performance targets are achieved, total compensation earned
by executive officers will reach a level competitive with other executive
officers in companies with similar size and characteristics.
Total compensation is comprised of base salary, an annual cash bonus, a
long-term stock incentive, and a long-term performance incentive.
Base Salary - Increases in base salaries for fiscal 2000 ranged from 4%
to 7% for executive officers.
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Annual Cash Bonus - The Committee approves annual cash bonus targets
and the performance targets upon which the bonus will be earned by executive
officers at the beginning of the fiscal year. At least one-third of the annual
cash bonus for all executive officers is based upon the achievement of corporate
earnings targets. Some executive officers may also have a portion of their
annual cash bonus based upon achievement of individual business unit earnings
targets. If the annual cash bonus is based on both corporate and individual
business unit earnings, the weighting given to the corporate measure ranges from
34% to 50% depending upon the position of the executive officer; the weighting
given to the individual business unit measures, therefore, ranges from 50% to
66%. No annual cash bonus is earned unless minimum earnings thresholds are
achieved. The maximum that may be earned is 200% of the annual cash bonus target
when earnings targets are exceeded by specified amounts.
In 2000, the corporate earnings target was exceeded. All executives
earned 200% of the portion of their annual cash bonus which was based upon the
corporate earnings measure. Executive officers earned from 150% to 200% of the
portion of their annual cash bonus based on individual business unit earnings.
Long-Term Stock Incentive - The Long-Term Stock Incentive represents a
value, in terms of compensation, which is earned by executives through a
combination of a stock option award and a cash award based upon Total
Shareholder Return (TSR). The Committee believes that stock options and awards
based on TSR are a valuable method of tying executives' performance to the
creation of shareholder value over the long-term since the full benefit of the
total compensation package cannot be realized unless an appreciation in the
price of Common Stock of the Corporation occurs over a number of years. Stock
options for fiscal 2000 were awarded at the beginning of fiscal 2000. (Stock
option awards for fiscal 2001 were awarded at the end of fiscal 2000.) The stock
option awards, which vest over a three-year period, were granted to executive
officers with an option exercise price equal to the fair market value, except in
the case of the Chief Executive Officer's award which was 110% of the fair
market value, of the Corporation's Common Stock as of the date of the awards.
The Committee believes in encouraging share ownership by executives. Therefore,
the number of shares and/or options currently held by executive officers is not
a factor in determining individual option awards.
The portion of the executive officers' Long-Term Stock Incentive which
is comprised of a cash award may be earned over a period of time up to 5 years
based upon the Corporation meeting or exceeding its peer group TSR. A portion of
the award may be earned annually based upon achieving an annual TSR measure; and
beginning with the third through fifth year, up to the full award may be earned
based upon achieving a cumulative TSR measure. Awards are paid following the
close of the fiscal year in which they are earned. Any unearned portion of the
award after five years is forfeited. In 2000, Courier Corporation's three-year
cumulative total shareholder return exceeded the three-year cumulative total
shareholder return of its peer group; and Courier Corporation's one-year total
shareholder return exceeded the one-year total shareholder return of its peer
group. Executives earned the remaining 50% of their cash award potential under
the fiscal 1998 Long-Term Stock Incentive (the other 50% of the fiscal 1998
award having been earned and paid out in 1998 and 1999) and earned 25% of their
cash award potential under the fiscal 1999 and fiscal 2000 Long-Term Stock
Incentive. Award payouts were made as of the close of fiscal 2000.
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In addition, two executive officers received restricted stock grant
awards in fiscal 2000, as special recognition for their performance. These
restricted stock grants vest over 5 years.
Long-Term Performance Incentive - The Long-Term Performance Incentive
is earned by executive officers based upon the Corporation achieving specific
return on asset (ROA) targets each year within a three-year performance period.
If the target is missed in any of the three years, a portion of the award is
forfeited. Amounts earned under the plan are not paid until the end of the
three-year performance period. The ROA target for the first year of the 2000
Long-Term Performance Incentive was achieved, and the earned award will be paid
following the close of the 2002 fiscal year. The ROA target for the second year
of the 1999 Long-Term Performance Incentive was achieved for 2000, and the
earned award will be paid following the close of the 2001 fiscal year. The ROA
target for the third year of the 1998 Long-Term Performance Incentive was
achieved for 2000. Executives earned, in total, 100% of the 1998 Long-Term
Performance Incentive award, and the payouts were made as of the close of fiscal
2000.
CHIEF EXECUTIVE OFFICER PAY
At the beginning of the fiscal year the Committee set Mr. Conway's
total compensation for 2000. Compensation survey data of Chief Executive
Officers of companies of similar revenue size and in similar markets as the
Corporation were used as a guide for determining Mr. Conway's 2000 total
compensation.
Mr. Conway's 2000 total compensation is comprised of a base salary, the
annual cash bonus, the Long-Term Stock Incentive, and the Long-Term Performance
Incentive. Mr. Conway's base salary was increased in 2000 by 5%. Mr. Conway's
annual cash bonus was based solely upon achieving corporate earnings targets.
Since the corporate earnings target was exceeded, Mr. Conway earned 200% of his
2000 bonus potential. Mr. Conway's 2000 Long-Term Stock Incentive was comprised
of a combination of a stock option award, which was granted to Mr. Conway at the
beginning of fiscal year 2000, and a cash award based upon Total Shareholder
Return (TSR). (Mr. Conway's stock option award for fiscal 2001 was awarded at
the end of fiscal 2000.) The stock option award for fiscal year 2000, which
vests over a three-year period, was granted at an option price equal to 110% of
the fair market value of the Corporation's Common Stock as of the date of the
award. Since the Long-Term Stock Incentive is a component of the total
compensation established for Mr. Conway by the Committee, a recognized stock
option pricing model was used to determine the number of shares that
corresponded to a specific amount of compensation. Therefore, the number of
option shares awarded was not based on the number of shares currently held by
Mr. Conway. In 2000, Mr. Conway earned the remaining 50% of his award potential
under the fiscal 1998 Long-Term Stock Incentive (the other 50% of the fiscal
1998 award having been earned and paid out in 1998 and 1999) because Courier
Corporation's three-year cumulative total shareholder return exceeded the
three-year cumulative total shareholder return of its peer group in fiscal 2000.
Mr. Conway earned 25% of the fiscal 1999 and fiscal 2000 Long-Term Stock
Incentive cash awards because Courier Corporation's one-year total shareholder
return exceeded the one-year total shareholder return of its peer group in
fiscal 2000. The payouts were made as of the close of fiscal 2000. Mr. Conway
earned a portion of the fiscal 1998, 1999, and 2000 Long-Term Performance
Incentive, as described above, by achieving specific return on assets targets.
The award earned under the fiscal 1998 Long-Term Performance Incentive, which
10
<PAGE>
represented 100% of the total award that could be earned, was paid as of the
close of fiscal 2000.
TAX LAW CHANGES
In 1993, the tax laws were amended to limit the deduction a
publicly-held company is allowed for compensation paid in 1994 and thereafter to
the chief executive officer and to the four most highly compensated executive
officers other than the chief executive officer. Generally, amounts paid in
excess of $1 million to a covered executive, other than performance-based
compensation, cannot be deducted. In this regard, the Committee must determine
whether any actions with respect to this limit should be taken by the
Corporation. At this time, it is not anticipated that any executive officer of
the Corporation will receive any such compensation in excess of this limit
during 2000. At the recommendation of the Committee, the Board of Directors
voted on November 27, 1995 to amend the 1993 Stock Incentive Plan to comply with
Section 162(m) of the Internal Revenue Code. The Committee will continue to
monitor this situation and will take additional actions if it is warranted in
the future.
CLOSING
The Committee believes that the executive compensation program
implemented for 2000 successfully tied executive compensation to the achievement
of significant corporate earnings, attainment of strategic goals, and increased
shareholder value.
Kathleen Foley Curley Arnold S. Lerner
Richard K. Donahue Charles E. Otto
Edward J. Hoff W. Nicholas Thorndike
11
<PAGE>
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION INFORMATION
The following table (the "Summary Compensation Table") sets forth
information concerning compensation paid for the last three fiscal years to the
Corporation's Chief Executive Officer, each of its four other most highly
compensated executive officers serving at the end of the fiscal year ended
September 30, 2000 (collectively, the "Named Executive Officers") whose total
annual salary and bonus exceeded $100,000.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM COMPENSATION
----------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
------------------- ------ -------
Other Restricted
Annual Stock LTIP All Other
Name and Compensation Awards Options/ Payouts Compensation
Principal Position Year Salary($) Bonus($) $ $ Sars(#)(1) ($) ($)(1)
------------------ ---- --------- ------- - - ---------- --- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
J. F. Conway III 2000 315,000 270,000 80,737 0 12,000 140,463 36,744
Chairman, President 1999 310,000 210,000 0 0 0 134,298 25,937
and Chief Executive 1998 259,615 137,500 113,222 0 6,000 146,770 47,414
Officer
G. Q. Nichols 2000 276,250 321,125 0 0 0 40,000 55,080
Corporate Senior 1999 265,000 277,675 0 0 0 40,000 44,277
Vice President and 1998 240,000 179,700 0 0 0 41,000 93,787
President of National
Publishing Company
R. P. Story, Jr. 2000 245,000 280,000 0 224,375 10,000 109,990 25,897
Senior Vice 1999 238,077 105,000 0 0 0 102,283 18,770
President and Chief 1998 209,616 85,500 0 0 5,000 79,216 27,910
Financial Officer
P. D. Tobin (2) 2000 133,000 100,000 0 0 2,800 23,905 9,717
Vice President 1999 - - - - - - -
1998 - - - - - - -
P. M. Folger 2000 130,003 80,000 0 57,250 3,000 20,351 11,064
Vice President 1999 129,616 61,250 0 0 0 21,162 9,316
and Controller 1998 119,808 37,500 0 0 1,500 15,126 8,552
T. G. Osenton (3) 2000 234,808 100,000 0 0 0 0 37,685
(Former Executive 1999 222,885 50,575 0 0 0 75,678 13,555
Officer) 1998 204,808 31,875 0 0 4,000 63,544 27,577
</TABLE>
(1) Includes profit sharing contributions made during fiscal 2000 by the
Corporation to individual accounts in the Profit Sharing and Savings Plan
("PSSP") in fiscal year 2000 as follows: Mr. Conway, $8,000; Mr. Nichols,
$13,600; Mr. Story, $8,000; Mr. Tobin, $7,200; and Mr. Folger, $8,000. Also
includes matching contributions by the Corporation to individual 401(k) accounts
in the PSSP in fiscal year 2000 as follows: Mr. Conway, $2,525; Mr. Nichols,
$2,541; Mr. Story, $2,537; Mr. Tobin, $2,488; and Mr. Folger, $2,455. Also
includes the value of stock allocations to the individual accounts in the ESOP
in fiscal 2000 as follows: Mr. Conway, $1,363; Mr. Nichols, $1,450; Mr. Story,
$957; Mr. Tobin, $29; and Mr. Folger, $609. Also includes amounts credited under
the Courier Corporation Deferred Compensation Program in fiscal 2000 as follows:
Mr. Conway, $24,856; Mr. Nichols, $37,489; and Mr. Story, $14,403.
12
<PAGE>
(2) Mr. Tobin became an executive officer on September 28, 2000. The
compensation he earned prior to that time was not as an executive officer.
(3) Mr. Osenton resigned as an executive officer on June 19, 2000.
OPTION GRANTS IN LAST FISCAL YEAR
The following table shows the individual grants of stock options under
the Courier Corporation 1993 Stock Incentive Plan (the "1993 Stock Incentive
Plan") to each of the Named Executive Officers during the fiscal year ended
September 30, 2000.
<TABLE>
<CAPTION>
Grant Date
Individual Grants Value
-------------------------------------------- --------------
Number of % of Total
Shares Options
Underlying Granted to Exercise or Grant Date
Options Employees in Base Price Expiration Present Value
Name Granted(#)(1) Fiscal Year ($/Sh)(2) Date ($)(3)
---- ------------- ----------- --------- ---- ------
<S> <C> <C> <C> <C> <C>
J. F. Conway III 6,000 6.1% 26.40 9/30/04 62,419
6,000 6.1% 31.49 9/28/05 59,003
G. Q. Nichols - - - - -
R. P. Story, Jr. 5,000 5.1% 24.00 9/30/06 54,380
5,000 5.1% 28.63 9/28/07 61,489
P. D. Tobin 1,300 1.3% 24.00 9/30/06 14,139
1,500 1.5% 28.63 9/28/07 18,447
P. M. Folger 1,500 1.5% 24.00 9/30/06 16,314
1,500 1.5% 28.63 9/28/07 18,447
T. G. Osenton 4,000 4.0% 24.00 9/19/00 43,504
</TABLE>
(1) The above table reflects two sets of awards granted in fiscal year 2000. The
first awards were granted on September 30, 1999 with respect to fiscal year
2000. The second awards were granted on September 28, 2000 with respect to
fiscal year 2001. The options awarded to Messrs. Conway, Story, Tobin and Folger
vest over a three-year period, in three equal installments. Options granted are
not assignable, except by the laws of descent and distribution or by will. The
1993 Stock Incentive Plan provides that the Board of Directors will determine
the effect that the death of an option holder or the termination of his
employment will have upon the exercisability of the option. Option vesting may
be accelerated in the event of change in control of the Corporation. The options
awarded to Mr. Osenton were not vested at the time of his termination and are
expired.
(2) The exercise prices of the options awarded to Messrs. Story, Tobin and
Folger are the fair market values of the Common Stock on the date of grant. The
exercise price of the options awarded to Mr. Conway are 110 % of the fair market
value of the Common Stock on the date of grant.
13
<PAGE>
(3) The option values presented are based on the Black-Scholes option pricing
model adapted for use in valuing stock options. The Black-Scholes model relies
on several key assumptions to estimate the present value of options, including
the volatility of and dividend yield on the security underlying the option, a
risk-free rate of return on the date of grant, and the term of the option. In
calculating the grant date present values set forth in the table, factors
ranging from 38.67% to 41.6% have been assigned to the volatility of the Common
Stock, based on the average weekly stock price for the three years preceding the
date of grant; the yield on the Common Stock has been set at either 1.68% or
1.73%, based upon the annual dividend rate in effect on the date of grant; the
risk-free interest rates have been fixed at either 5.91% or 6.12% for periods of
five years and either 5.97% or 6.32% for periods of seven years, the rates for
U.S. Treasury Notes, with terms comparable to the option terms, on the date of
grant as reported in the Federal Reserve Statistical Release, and the exercise
of the options has been assumed to occur at the end of the actual option terms
of five and seven years. There is no assurance that these assumptions will prove
to be true in the future. Consequently, the grant date present values set forth
in the table are only theoretical values and may not accurately determine
present value. The actual value, if any, that may be realized by each individual
will depend on the market price of Common Stock on the date of exercise.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR END OPTION VALUES
The following table shows each stock option exercised during the fiscal
year ended September 30, 2000 by each of the Named Executive Officers and the
year-end value of unexercised options on an aggregated basis.
<TABLE>
<CAPTION>
Number of Value of Unexercised
Unexercised Options In-the-Money Options
At Fiscal Year End (#) At Fiscal Year End ($) (1)
Shares Acquired Value ---------------------- --------------------------
Name On Exercise (#) Realized ($)(1) Exercisable Unexercisable Exercisable Unexercisable
---- --------------- --------------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
J. F. Conway III 13,500 246,094 22,500 12,000 310,935 22,740
G. Q. Nichols 0 0 0 0 0 0
R. P. Story, Jr. 3,900 51,536 30,575 10,000 487,575 32,293
P. D. Tobin 0 0 4,430 2,766 61,633 8,193
P. M. Folger 1,275 21,076 8,865 3,000 141,468 9,688
T. G. Osenton 42,132 788,961 0 0 0 0
</TABLE>
(1) The dollar values are calculated by determining the difference between the
fair market value of the underlying Common Stock and the exercise price of the
options at exercise or fiscal year end, as the case may be.
14
<PAGE>
LONG-TERM INCENTIVE PLANS - AWARDS IN FISCAL YEAR 2000
The following table describes long-term incentives awarded for the
fiscal year 2000 to 2004 performance period under the Corporation's Long-Term
Incentive Plan to the Named Executive Officers. Awards are payable in cash only.
<TABLE>
<CAPTION>
Performance Estimated Future Payouts Under Non-stock Price Based Plans
or Other ----------------------------------------------------------
Period Until Threshold Target Maximum
Maturation or -------- ------ -------
Name Payout ($) ($) ($)
---- ------ --- --- ---
<S> <C> <C> <C> <C>
J. F. Conway III 2000-2002 25,000 100,000 100,000
2000-2004 11,895 47,581 47,581
G. Q. Nichols 2000-2002 4,500 18,000 18,000
2000-2004 5,500 22,000 22,000
R. P. Story, Jr. 2000-2002 20,000 80,000 80,000
2000-2004 10,155 40,620 40,620
P. D. Tobin 2000-2002 3,750 15,000 15,000
2000-2004 1,365 5,861 5,861
P. M. Folger 2000-2002 4,500 18,000 18,000
2000-2004 422 1,686 1,686
</TABLE>
Two long-term incentive plans are provided, one with a three-year
performance period and based upon achievement of specific return on asset
targets, and one with up to a five-year performance period and based upon
achievement of specific total shareholder return compared to the Company's peer
group. In 2000 the threshold amount, which represents 25% of the target amount,
has been earned under both plans because 2000 targets were achieved. For the
plan based upon return on assets, 75% of the target amount may be earned over
the next two years. For the plan based upon total shareholder return, 75% of the
target amount may be earned over the next four years. The threshold amount is
25% of the target amount although it can be as low as 0% for both plans.
SENIOR EXECUTIVE SEVERANCE PROGRAM
Messrs. Conway, Nichols, Story, and Folger are parties to agreements
pursuant to the Corporation's Senior Executive Severance Program (the "Severance
Program") entered into by Messrs. Conway, Nichols and Story in October 1988, and
by Mr. Folger in January 1999. In accordance with the Severance Program, if a
"change in control" of the Corporation, as defined in the Severance Program,
occurs while one of these individuals is an employee of the Corporation, and his
employment is subsequently terminated for reasons other than death, disability,
retirement or termination for cause, he shall be entitled to a severance payment
and continuation of participation for up to 36 months in certain medical, group
life and similar benefit plans of the Corporation. In addition, in the event of
a change in control each such individual shall receive a severance payment and
benefits if he terminates his employment for "good reason", defined in the
Severance Program to include changes in his duties or titles inconsistent with
his duties or titles prior to the change in control, reduction within a
twelve-month period in his base salary or failure to increase his base salary by
at least the average percentage increase for all officers of the Corporation, or
reductions or termination of incentive or benefit plans or programs in which he
participated prior to the change in control. The severance payment, which is due
15
<PAGE>
in a lump sum, is an amount equal to a multiple of 1 to 2.5 times the
individual's average annual salary and bonus paid during the five calendar years
preceding the change in control. The multiple is based upon years of service
with the Corporation; provided that a minimum multiple of 2.0 is prescribed for
the Chairman of the Board of Directors, the Chief Executive Officer, the
President and the Chief Operating Officer prior to the change in control. The
multiple presently applicable to Mr. Nichols is 2.5, and to Messrs. Conway,
Story and Folger is 2.
OTHER RETIREMENT BENEFITS
The Corporation and its subsidiaries, Courier-Citizen Company, Courier
Westford, Inc. and National Publishing Company previously maintained defined
benefit pension plans to provide retirement benefits for officers and all other
non-union employees. All of these defined benefit plans terminated on December
31, 1988. Benefits under the terminated plans have been provided by the purchase
of individual annuity contracts from insurance companies. The annual benefit
payable at age 65 under the annuity contract to Mr. Conway is $6,565; to Mr.
Nichols is $10,527; to Mr. Story is $1,595; and to Mr. Folger is $7,243.
In June 1992, the Board of Directors approved, and on November 7, 1996
amended, a Supplemental Retirement Benefit Agreement with Mr. Nichols, providing
for a supplemental annual benefit payable after his retirement (his "Benefit").
Mr. Nichols' Benefit will be paid as a single life annuity in monthly
installments from the date of Mr. Nichols' retirement until his death. On
November 9, 2000, the Board of Directors voted to increase the annual amount of
the benefit to $70,000 upon retirement at or over his current age of 71. Mr.
Nichols may elect to have the Benefit paid in a different form of annuity having
an equivalent actuarial value. In the event that Mr. Nichols dies before he
retires and is survived by his spouse, a monthly benefit will be paid to his
spouse for her life in an amount equal to the Benefit she would have received
upon Mr. Nichols' death had he retired on the day preceding his death. If Mr.
Nichols has not selected an alternative form of annuity before his death, the
spousal benefit will be determined as if he had selected a joint and 100%
survivor annuity. In the event of a "change in control" of the Corporation (as
defined in the Supplemental Retirement Benefit Agreement) during Mr. Nichols'
employment or the payment period of the Benefit, the "commuted value" of the
Benefit will be paid to Mr. Nichols within 60 days after the change in control.
The commuted value of the Benefit is the present value of the Benefit remaining
to be paid at the time of the change in control, assuming that Mr. Nichols will
survive for a period equal to his life expectancy, and applying a rate of
interest equal to the Internal Revenue Service applicable federal rate for that
period.
EMPLOYMENT AGREEMENTS
The Corporation has an employment agreement with Mr. Nichols effective
as of March 3, 1993. Mr. Nichols became Chairman of National Publishing Company
in 2000, having served as President since 1976. Mr. Nichols currently works full
time. His employment agreement provides for Mr. Nichols to elect part-time
employment at a reduced level of compensation. His employment agreement provides
that his current benefits will continue. The Corporation may not terminate Mr.
Nichols' employment other than for cause.
16
<PAGE>
FIVE YEAR STOCK PERFORMANCE GRAPH
The graph below compares the Corporation's cumulative total stockholder
return on its Common Stock with the cumulative total return on the Standard &
Poor's 500 stock index (the "S&P 500 Index") and a peer group of companies
selected by the Corporation for purposes of the comparison and described more
fully below (the "Peer Group"). This graph assumes the investment of $100 on
October 1, 1994 in each of Courier Common Stock, the S&P 500 Index and the Peer
Group Common Stock, and reinvestment of quarterly dividends at the monthly
closing stock prices. The returns of each company have been weighted annually
for their respective stock market capitalizations in computing the S&P 500 and
Peer Group indices.
COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN
COURIER CORPORATION, S&P 500 INDEX, AND PEER GROUP
<TABLE>
<CAPTION>
Cumulative Total Return
------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
9/95 9/96 9/97 9/98 9/99 9/00
COURIER CORPORATION 100.00 71.27 105.39 155.13 189.33 233.20
S & P 500 100.00 120.34 169.01 184.30 235.54 266.83
PEER GROUP 100.00 107.34 131.78 99.12 106.44 88.66
</TABLE>
The Peer Group is made up of the following printing companies: Banta
Corporation; Bowne & Co.; Cadmus Communications Corporation; Ennis Business
Forms, Inc.; John H. Harland Company; New England Business Services, Inc.; The
Standard Register Company; American Banknote Corporation (formerly, United
States Banknote Corporation); and Wallace Computer Services, Inc. American
Business Products, Inc., Devon Group, Inc., Duplex Products, Inc., Graphic
Industries, Inc., Merrill Corporation and Waverly, Inc., which all had been
included previously in the Peer Group, were acquired by other companies and are
now excluded from the above Peer Group.
17
<PAGE>
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Based on a review of the reports of changes in beneficial ownership of
the Corporation's Common Stock and written representations furnished to the
Corporation, the Corporation believes that its executive officers and Directors
filed on a timely basis the reports required to be filed under Section 16(a) of
the Securities Exchange Act of 1934 during the fiscal year ended September 30,
2000, with the following exceptions: Peter M. Folger who filed Form 4 late with
regards to an option exercise in February 1998, Mr. Tobin who filed Form 3
approximately one month late with respect to his appointment as an executive
officer and Mr. Nichols who filed form 4 late with regards to the acquisition of
stock through the Corporation's Employee Stock Purchase Plan from September 1999
through September 2000.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee consists of Messrs. Donahue, Hoff, Lerner,
Otto and Thorndike and Ms. Curley. Mr. Conway is a Director of Enterprise Bank
and Trust Company ("Enterprise") in Lowell, MA and a member of the Enterprise
compensation committee. Mr. Lerner is a Director and executive officer of
Enterprise and a member of its compensation committee.
ITEM 3. APPROVAL OF AMENDMENT TO THE 1993
AMENDED AND RESTATED STOCK INCENTIVE PLAN
The Board of Directors unanimously approved an amendment (the
"Amendment") to the Corporation's 1993 Amended and Restated Stock Incentive Plan
(the "1993 Plan"), subject to stockholder approval, which increases the
aggregate number of shares of Common Stock of the Corporation available for
grants of stock options ("Options") and restricted stock ("Restricted Stock")
under the 1993 Plan by 100,000 from 445,000 to 545,000. A summary of the
principal features of the 1993 Plan and the modifications made by the Amendment
is set forth below.
REASONS FOR BOARD RECOMMENDATION. The Board of Directors believes that
compensation arrangements of key employees should match directly the strategy
and organizational focus that the Corporation has established for achieving
competitive success and higher profits and for maximizing shareholder returns.
As such, a new executive compensation program was implemented beginning in
fiscal year 1994 designed to achieve the following goals: (i) attracting and
retaining high-quality management talent and motivating them to build and
sustain value for shareholders; (ii) providing aggregate compensation
opportunities that, when performance goals are achieved, will be comparable to
those provided by other companies with revenues and operating characteristics
similar to the Corporation; and (iii) establishing for employees in management
positions a significant risk/reward compensation system through incentive pay
plans. The Board believes that stock options are a valuable method of tying
executives' performance to the creation of stockholder value over the long-term
since the full benefit of the total compensation package cannot be realized
unless an appreciation in the price of Common Stock of the Corporation occurs
over a number of years. The recent acquisition of Dover Publications, Inc. has
increased the number of key employees who are eligible to participate in the
1993 Plan.
18
<PAGE>
The Board anticipates that the shares available for award under the
1993 Plan, which was 70,653 shares as of November 24, 2000, will be exhausted
within the next two years. Accordingly, the Board of Directors believes that the
addition of 100,000 shares under the 1993 Plan (which represents approximately
3% of the current number of outstanding shares of Common Stock) is necessary for
the Corporation to continue its executive compensation program beyond the year
2000.
No awards have been made which are contingent on approval of the
additional shares. As of November 24, 2000, options to purchase 211,031 shares
were outstanding under the 1993 Plan. The closing price of the Common Stock on
November 24, 2000 was $28.50 per share.
VOTE REQUIRED
The Amendment to the 1993 Plan must be approved by the stockholders
under the rules of NASDAQ. The affirmative vote of the holders of a majority of
all of the votes cast on the matter is required for the Amendment to be so
approved.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE AMENDMENT TO THE 1993
AMENDED AND RESTATED STOCK INCENTIVE PLAN BE APPROVED, AND THEREFORE RECOMMENDS
A VOTE FOR THIS PROPOSAL. PROXIES SOLICITED BY THE BOARD OF DIRECTORS WILL BE SO
VOTED IN THE ABSENCE OF A DIRECTION TO THE CONTRARY.
DESCRIPTION OF 1993 PLAN AND AMENDMENT
NUMBER OF SHARES COVERED. Currently, the total number of shares of
Common Stock with respect to which Options and Restricted Stock may be granted
under the 1993 Plan may not exceed in the aggregate 445,000 (the "Reserved
Shares") of which only 70,653 shares are available for future grants. The
Amendment increases the Reserved Shares to 545,000. The Reserved Shares may
consist of shares of authorized but unissued Common Stock, or shares of
authorized and issued Common Stock reacquired by the Corporation. If an
outstanding Option expires for any reason or terminates or any grant of
Restricted Stock is forfeited, the Reserved Shares subject to the unexercised
Option, or the forfeited Restricted Stock, may again be made subject to an
Option or Restricted Stock under the 1993 Plan.
ADJUSTMENTS UNDER THE 1993 PLAN. The number of Reserved Shares covered
by any outstanding Option or shares of Restricted Stock, and their price per
share, will be proportionately adjusted for any increase or decrease in the
number of issued shares of Common Stock resulting from any capital adjustment.
The 1993 Plan provides for certain other adjustments in the event that the
Corporation merges or consolidates with another corporation, or sells
substantially all of its assets. No adjustments are made by reason of the
Corporation's issuance of securities convertible into shares of stock of any
class, or upon conversion of shares or obligations of the Corporation
convertible into such securities.
ADMINISTRATION. The 1993 Plan is administered by a Compensation
Committee (the "Committee") composed of at least three members appointed by the
Board of Directors of the Corporation (the "Board"). All members of the
Committee must be members of the Board and non-employee Directors. Each member
of the Committee shall also be an outside director within the meaning of Section
162(m) of the Code.
19
<PAGE>
The Committee has the authority to adopt, amend and rescind such rules
and regulations consistent with the provisions of the 1993 Plan as, in its
opinion, may be advisable for the administration of the 1993 Plan. The Committee
has sole authority to determine, as to persons who are subject to the short
swing profit rules of Section 16(b) of the Securities Exchange Act of 1934 (the
"Exchange Act") because they are officers of the Corporation or a subsidiary,
the following: (i) the persons to whom Options and Restricted Stock shall be
granted; (ii) the number of Options or shares of Restricted Stock granted to
each such person; (iii) the price per share to be paid upon exercise of each
such Option; (iv) the period within which each such Option or grant of
Restricted Stock may be exercised; and (v) the terms and conditions of each
Option or grant of Restricted Stock. As to persons who are not subject to the
short swing profit rules of the Exchange Act, the determinations enumerated in
the preceding sentence may be made by the Board. The Committee does not have the
authority to reprice Options. In the following discussion of the administration
and operation of the 1993 Plan, references are made simply to the Committee,
rather than to the Committee and the Board.
ELIGIBILITY. The persons eligible to receive Options and Restricted
Stock are those key employees who render or are expected to render services of
special importance to the Corporation or to any subsidiary, who have contributed
to the success of the Corporation, and who are selected from time to time by the
Committee as participants in the 1993 Plan. Members of the Committee,
non-employee Directors and consultants to the Corporation and its subsidiaries
are not eligible to participate in the 1993 Plan.
STOCK OPTIONS. An Option granted to an employee of the Corporation or a
subsidiary may be an incentive stock option ("ISO") eligible for favorable
federal income tax treatment under Section 422 of the Code, if it is so
designated in the written agreement between the Corporation and the optionee
that sets forth its terms and conditions (the "Stock Option Agreement"). An
Option granted to any person may be a nonqualified stock option ("NSO")
ineligible for favorable federal income tax treatment under Section 422 of the
Code, if it is so designated in the Stock Option Agreement.
OPTION PRICE. The 1993 Plan does not provide for payment by an optionee
upon the grant of an Option. The exercise price of each Option is specified by
the Committee at the time the Option is granted but shall not be less than 100%
of the fair market value on the date of grant. In the case of any employee who
owns (or is considered to own under Section 424(d) of the Code) stock possessing
more than 10% of the total combined voting power of all classes of stock of the
Corporation or any subsidiary, the price at which Reserved Shares may be
purchased pursuant to an ISO may not be less than 110% of the fair market value
of the Common Stock on the date the ISO is granted.
DURATION OF OPTIONS. The duration of any option is as specified by the
Committee in the Stock Option Agreement, but no ISO may be exercisable after the
expiration of ten years from its date of grant. In the case of an employee who
owns (or is considered to own under Section 424(d) of the Code) stock possessing
more than 10% of the total combined voting power of all classes of stock of the
Corporation or any subsidiary, no ISO may be exercisable after the expiration of
five years from its date of grant. The Committee, in its discretion, may provide
that any Option is exercisable during its entire duration or during any lesser
period of time.
20
<PAGE>
EXERCISE OF OPTION. Options may be exercised by the delivery of written
notice to the Corporation setting forth the number of Reserved Shares with
respect to which the Option is to be exercised and accompanied by payment of the
exercise price of those Reserved Shares. The Option price may be paid in any
lawful consideration. Payment of the Option price may be made, in whole or in
part, in shares of Common Stock owned by the optionee, valued at their fair
market value on the date of exercise, or by attestation; provided, however, that
the optionee may not make payment in shares of Common Stock previously acquired
by him/her pursuant to the exercise of an ISO, unless such shares have been held
by him/her for at least two years from the date of grant of the ISO and at least
one year from the date the ISO was exercised. Alternatively, the 1993 Plan
permits cashless exercise through a broker.
TRANSFERABILITY OF OPTIONS. Options are not transferable by the
optionee otherwise than by will or under the laws of descent and distribution,
and are exercisable during his/her lifetime only by him/her.
OTHER TERMS AND CONDITIONS OF OPTIONS. Each Option must be evidenced by
a Stock Option Agreement that specifies whether the Option is an ISO or an NSO.
The Stock Option Agreement shall also contain provisions as to the time or times
at which the option shall be exercisable, provisions addressing federal income
tax withholding upon exercise of an NSO and such other terms and conditions,
consistent with the 1993 Plan, as the Committee shall determine. Options with
respect to no more than 25,000 shares of Common Stock may be granted to any one
individual in any one calendar year.
RESTRICTED STOCK. The Committee may grant Restricted Stock to any
employee for a number of Reserved Shares to be determined in its discretion, and
subject to terms and conditions so determined, including conditions that may
require the holder to forfeit the Common Stock for such payment as the Committee
shall determine, or for no payment, in the event that he/she ceases to provide
services to the Corporation or a subsidiary before a stated time. Unlike holders
of Options, a holder of Restricted Stock has the rights of a stockholder of the
Corporation to vote and to receive payment of dividends on the Restricted Stock,
unless the Committee specifies to the contrary in the Restricted Stock Agreement
setting forth the terms on which the Restricted Stork is granted. The Committee
may not grant more than 20% of the Reserved Shares in the form of Restricted
Stock.
SPECIAL BONUS AWARDS. The Committee may award in connection with an NSO
or a grant of Restricted Stock a cash bonus in an amount not to exceed the
greater of (i) the combined federal, state and local income tax liability
incurred by the recipient by reason of the exercise of the NSO or the grant or
vesting of the Restricted Stock, or (ii) 30% of the income realized by the
optionee on account of such exercise or vesting. Such bonuses may be awarded
simultaneously with a related NSO or Restricted Stock, or awarded separately
with respect to an NSO or Restricted Stock awarded on an earlier date.
AMENDMENTS TO 1993 PLAN. The Board may modify, revise or terminate the
1993 Plan at any time and from time to time, except that approval of the
stockholders of the Corporation is required for any amendment to change the
aggregate number of Reserved Shares which may be issued under Options or granted
pursuant to the 1993 Plan, change the class of employees or other persons
eligible to receive Options or Restricted Stock, or increase materially the
benefits accruing to any person under the 1993 Plan.
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FEDERAL TAX CONSEQUENCES
TAX TREATMENT OF NSOs. An optionee realizes no taxable income when an
NSO is granted. Instead, the difference between the fair market value of the
Common Stock subject to an NSO and the exercise price paid is taxed as ordinary
compensation income on or after the date on which the NSO is exercised. The
difference is measured and taxed as of the date of exercise if the stock is not
subject at that time to a substantial risk of forfeiture, as defined in Section
83 of the Code. The optionee's tax basis is increased by the amount of such
taxable income.
The Corporation receives no tax deduction on the grant of an NSO, but
is entitled to a tax deduction when the optionee recognizes taxable income on or
after exercise of the NSO, in the same amount as the income recognized by the
optionee.
TAX TREATMENT OF ISOs. Except as noted below under the heading
Alternative Minimum Tax, Section 422 of the Code provides that an optionee
incurs no federal income tax liability on either the grant or the exercise of an
ISO. Provided that the option stock is held for at least one year after the date
of exercise of the option and at least two years after its date of grant, any
gain realized on subsequent sale of the stock will be taxed as long-term capital
gain. If the stock is disposed of within a shorter period of time, the optionee
will be taxed as if he/she had then received ordinary compensation income in an
amount equal to the excess of the fair market value of the stock on the date of
exercise of the option (or, if less, the amount realized upon the sale of such
shares of stock) over the option price. Section 424(c) of the Code defines a
disposition of stock for this purpose as any sale, gift or transfer of legal
title (except a transfer by will or inheritances), and most types of exchanges.
The Corporation receives no tax deduction on a grant or exercise of an
ISO, but is entitled to a tax deduction if the optionee recognizes taxable
income on account of a premature disposition of ISO stock, in the same amount
and at the same time as the optionee's recognition of income.
ALTERNATIVE MINIMUM TAX. The alternative minimum tax is payable by a
taxpayer for a given year only to the extent that it exceeds his/her tax
liability determined by the regular method. Taxable income for purposes of the
alternative minimum tax includes the excess of the fair market value of stock
subject to an ISO, at its date of exercise, over the option price.
TAX TREATMENT OF RESTRICTED STOCK. A person who receives a grant of
Restricted Stock generally will not recognize taxable income at the time the
award is received, but will recognize ordinary compensation income when
restrictions constituting a substantial risk of forfeiture lapse. For example,
if a person is granted Restricted Stock that he/she must forfeit if he/she
leaves employment with the Corporation within two years, he/she will recognize
income at the end of the two-year period. The amount of income will be equal to
the excess of the aggregate fair market value, as of the date the restrictions
lapse, over the amount (if any) paid by the holder for the Restricted Stock.
Alternatively, a recipient of Restricted Stock may elect, in accordance with
Section 83(b) of the Code, to be taxed on the excess of the fair market value of
the Restricted Stock at the time of grant over the amount (if any) paid by the
recipient for the Restricted Stock, notwithstanding the restrictions on the
stock. All such taxable amounts are deductible by the Corporation at the time
and in the amount of the ordinary compensation income recognized by the
recipient of
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the Restricted Stock. The full amount of dividends or other distributions of
property made with respect to Restricted Stock before the lapse of the
restrictions will constitute ordinary compensation income, and the Corporation
will be entitled to a deduction at the same time and in the same amount as the
income realized by the Restricted Stockholder.
EXERCISE BY DELIVERY OF STOCK. Special rules apply if an optionee
surrenders shares of Common Stock in payment of the exercise price of an NSO or
ISO.
PARACHUTE PAYMENTS. The exercise of any portion of any option that is
accelerated due to the occurrence of a change of control may cause a portion of
the payments with respect to such accelerated options to be treated as
"parachute payments" as defined in the Code. Any such parachute payments may be
non-deductible to the Corporation, in whole or in part, and may subject the
recipient to a non-deductible 20% federal excise tax on all or a portion of such
payment (in addition to other taxes ordinarily payable).
LIMITATION ON CORPORATION'S DEDUCTIONS. As a result of Section 162(m)
of the Code, the Corporation's federal tax deduction for certain awards under
the 1993 Plan may be limited to the extent that the Chief Executive Officer or
other executive officer whose compensation is required to be reported in the
summary compensation table receives compensation (other than performance-based
compensation) in excess of $1 million a year.
OPTION PLAN BENEFITS
The Committee has not granted any stock options covering the additional 100,000
shares of Common Stock issuable under the 1993 Plan if the Amendment is adopted
by the stockholders. Accordingly, the benefits or amounts that will be received
by or allocated to any individual or group of individuals under the 1993 Plan as
amended by the Amendment are not determinable.
ITEM 3: RATIFICATION OF SELECTION OF ACCOUNTANTS
The Board of Directors has redesignated the firm of Deloitte & Touche
LLP as the Corporation's independent public accountants for the fiscal year
ending September 29, 2001. The firm became accountants for the Corporation in
1996.
Although the Corporation is not required to submit the ratification and
approval of the selection of its accountants to a vote of stockholders, the
Board of Directors believes it is sound policy and in the best interests of the
stockholders to do so. In the event a majority of the votes cast are against the
selection of Deloitte & Touche LLP, the Directors will consider the vote and the
reasons therefore in future decisions on the selection of accountants.
Representatives of Deloitte & Touche LLP will be present at the meeting
and will have an opportunity to make a statement if they desire to do so. They
will be available to respond to appropriate questions.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SELECTION OF DELOITTE &
TOUCHE LLP AS INDEPENDENT ACCOUNTANTS FOR THE CORPORATION BE RATIFIED AND
APPROVED, AND THEREFORE RECOMMENDS A VOTE FOR THIS PROPOSAL.
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MISCELLANEOUS
STOCKHOLDER PROPOSALS
The Corporation expects to hold its 2002 Annual Meeting on January 17,
2002. Eligible stockholders may present proposals for inclusion in the
Corporation's 2002 Annual Meeting Proxy Statement, provided the proposals comply
with applicable Securities and Exchange Commission regulations and are received
by the Corporation no later than September 12, 2001. Any proposal intended to be
presented at the 2002 Annual Meeting should be sent to the Corporation at 15
Wellman Avenue, North Chelmsford, Massachusetts 01863, Attention: Robert P.
Story, Jr., Senior Vice President and Chief Financial Officer.
A stockholder who wishes to present a proposal at the next annual
meeting of stockholders, other than a proposal to be considered for inclusion in
the Company's proxy statement described above, must deliver the proposal to the
address listed above. The Company must receive the proposal on or before
September 12, 2001. The proposal must also comply with the other requirements
contained in the Company's By-laws, including supporting documentation and other
information. Proxies solicited by the Board of Directors will confer
discretionary voting authority with respect to these proposals, subject to SEC
rules governing the exercise of this authority.
VOTING OF PROXIES
The persons named in the enclosed Proxy will vote as directed in the
Proxy and, in the absence of such direction, will vote in favor of the actions
specified in Items 1 and 2 of the Proxy. The shares will be voted on such other
matters as may properly come before the meeting in accordance with the best
judgement of the Proxy holder.
The Board of Directors of the Corporation is not aware of any other
matters which may come before the meeting. It is the intention of the persons
named in the enclosed Proxy to vote the Proxy in accordance with their best
judgement if any other matters shall properly come before the meeting, including
voting for election of a Director in place of any person named above who may not
be available for election.
By order of the Board of Directors,
F. BEIRNE LOVELY, JR., Clerk
15 Wellman Avenue
North Chelmsford, Massachusetts 01863
December 11, 2000
IF YOU DO NOT EXPECT TO ATTEND THE MEETING IN PERSON, IT WOULD BE
APPRECIATED IF YOU WOULD FILL IN AND SIGN THE ENCLOSED PROXY AND RETURN IT
PROMPTLY IN THE ENCLOSED ENVELOPE.
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APPENDIX A
COURIER CORPORATION
AUDIT COMMITTEE CHARTER
I. GENERAL STATEMENT OF PURPOSE
The Audit Committee of the Board of Directors (the "Audit Committee")
of Courier Corporation (the "Company") oversees on behalf of the Board of
Directors (the "Board") management's and the independent auditors' participation
in the Company's financial reporting process. The primary objective of the Audit
Committee in exercising its oversight function is to promote and preserve the
integrity of the Company's financial statements and the independence of the
Company's independent auditor.
II. AUDIT COMMITTEE COMPOSITION
The Audit Committee shall consist of at least three members who shall
be appointed annually by the Board and shall satisfy the qualification
requirements set forth in Rule 4310 of the Marketplace Rules of the National
Association of Securities Dealers, Inc. The Board shall designate one member of
the Audit Committee to be Chairman of the committee.
III. MEETINGS
The Audit Committee generally is to meet a minimum of two times per
year in person or by telephone conference call, with any additional meetings as
deemed necessary by the Audit Committee.
IV. AUDIT COMMITTEE ACTIVITIES
The principal activities of the Audit Committee will generally include
the following:
A. REVIEW OF CHARTER
- Review and reassess the adequacy of this Charter annually and
submit it to the Board for approval.
B. AUDITED FINANCIAL STATEMENTS AND ANNUAL AUDIT
- Review the overall audit plan with the independent auditor and
the members of management who are responsible for preparing
the Company's financial statements, including the Company's
Chief Financial Officer and/or principal accounting officer or
principal financial officer (the Chief Financial Officer and
such other officer or officers are referred to herein
collectively as the "Senior Accounting Executive").
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- Review and discuss with management (including the Company's
Senior Accounting Executive) and with the independent auditor:
(i) the Company's annual audited financial statements, including
any significant financial reporting issues that have arisen
in connection with the preparation of such audited financial
statements;
(ii) the adequacy of the Company's internal financial reporting
controls that could significantly affect the integrity of
the Company's financial statements; and
(iii) major changes in and other questions regarding accounting
and auditing principles and procedures.
- Review and discuss with the independent auditor (outside of
the presence of management) how the independent auditor plans
to handle its responsibilities under the Private Securities
Litigation Reform Act of 1995.
- Review and discuss with the independent auditor (outside of
the presence of management) any problems or difficulties that
the auditor may have encountered with management or others and
any management letter provided by the auditor and the
Company's response to that letter. This review shall include
considering any difficulties encountered by the auditor in the
course of performing its audit work, including any
restrictions on the scope of its activities or its access to
information.
- Discuss with the independent auditor such issues as may be
brought to the Audit Committee's attention by the independent
auditor pursuant to Statement on Auditing Standards No. 61
("SAS 61").
- Based on the Audit Committee's review and discussions (1) with
management of the audited financial statements, (2) with the
independent auditor of the matters required to be discussed by
SAS 61, and (3) with the independent auditor concerning the
independent auditor's independence, make a recommendation to
the Board as to whether the Company's audited financial
statements should be included in the Company's annual Report
on Form 10-K.
- Prepare the Audit Committee report required by Item 306 of
Regulation S-K of the Securities Exchange Act of 1934 (or any
successor provision) to be included in the Company's annual
proxy statement.
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C. UNAUDITED QUARTERLY FINANCIAL STATEMENTS
- Review and discuss with management and the independent auditor
such issues as may be brought to the Audit Committee's
attention by the independent auditor pursuant to Statement on
Auditing Standards No. 71.
D. MATTERS RELATING TO SELECTION, PERFORMANCE AND INDEPENDENCE OF
INDEPENDENT AUDITOR
- Recommend to the Board the appointment of the independent
auditor.
- Instruct the independent auditor that the independent
auditor's ultimate accountability is to the Board and the
Audit Committee as representatives of the Company's
shareholders.
- Evaluate on an annual basis the performance of the independent
auditor and, if necessary in the judgement of the Audit
Committee, recommend that the Board replace the independent
auditor.
- Recommend to the Board on an annual basis the fees to be paid
to the independent auditor.
- Request that the independent auditor provide the Audit
Committee with the written disclosures and the letter required
by Independence Standards Board Standard No. 1, as may be
modified or supplemented, discuss with the independent auditor
any disclosed relationships or services that may impact the
objectivity and independence of the independent auditor, and
based on such discussion take or recommend that the Board take
appropriate action to oversee the independence of the
independent auditor.
E. GENERAL
- The Audit Committee may be requested by the Board to review or
investigate on behalf of the Board activities of the Company
or of its employees, including compliance with laws,
regulations or Company policies.
- Perform such other oversight functions as may be requested by
the Board.
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- In performing its oversight function, the Audit Committee
shall be entitled to rely upon advice and information that it
receives in its discussions and communications with
management, the independent auditor and such experts, advisors
and professionals consulted with by the Audit Committee. The
Audit Committee shall have the authority to retain special
legal, accounting or other experts, advisors or professionals
to render advice to the committee. The Audit Committee shall
have the authority to request that any officer or employee of
the Company, the Company's outside legal counsel, the
Company's independent auditor or any other professional
retained by the Company to render advice to the Company attend
a meeting of the Audit Committee or meet with any members of
or advisors to the Audit Committee.
- Notwithstanding the responsibilities and powers of the Audit
Committee set forth in this Charter, the Audit Committee does
not have the responsibility of planning or conducting audits
of the Company's financial statements or determining whether
or not the Company's financial statements are complete,
accurate and in accordance with generally accepted accounting
principles. Such responsibilities are the duty of management
and, to the extent of the independent auditor's audit
responsibilities, the independent auditor. It also is not the
duty of the Audit Committee to resolve disagreements, if any,
between management and the independent auditor or to ensure
compliance with laws, regulations or Company policies.
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4550-PS-00
<PAGE>
COURIER CORPORATION
PROXY FOR THE ANNUAL MEETING OF STOCKHOLDERS - JANUARY 18, 2001
THIS PROXY IS BEING SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned stockholder of Courier Corporation (the "Corporation") hereby
constitutes and appoints James F. Conway III, W. Nicholas Thorndike and Kathleen
Foley Curley, and each of them singly, with full power of substitution, the
attorneys and Proxies of the undersigned, for and in the name, place and stead
of the undersigned to attend the Annual Meeting of Stockholders of the
Corporation to be held on January 18, 2001, commencing at 11:00 a.m., and/or at
any adjournment or adjournments thereof (the Proxy Statement in connection
therewith and due notice of the time, place and purposes of such a meeting have
been received by the undersigned) and at such meeting and/or any adjournment or
adjournments thereof to vote and act with respect to all shares of Common Stock
of the Corporation standing in the name of the undersigned or in respect of
which the undersigned is entitled to vote, with all the powers the undersigned
would possess if personally present at said meeting and/or any adjournment or
adjournments thereof and especially to vote as follows, a majority of said
attorneys and Proxies, or any one if only one be present, to have all the powers
of said attorneys or Proxies.
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PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE.
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Please sign this proxy exactly as your name(s) appear(s) on the books of the
Corporation. Joint owners should each sign personally. Trustees and other
fiduciaries should indicate the capacity in which they sign, and where more than
one name appears, a majority must sign. If a corporation, this signature should
be that of an authorized officer who should state his or her title.
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HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
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<PAGE>
--- PLEASE MARK VOTES
X AS IN THIS EXAMPLE
---
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COURIER CORPORATION
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The undersigned hereby ratifies and confirms all that said attorneys and Proxies
and each of them or their substitute or substitutes may lawfully do or cause to
be done by virtue hereof, revoking any proxy heretofore given with respect to
such shares.
Mark box at right if an address change or comment has been noted on the reverse
side of this card. | |
---------------------------------
Please be sure to sign and date this Proxy. Date
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Stockholder sign here Co-owner sign here
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FOR ALL WITH- FOR ALL
NOMINEES HOLD EXCEPT
1. Election of Directors: (01) Arnold S. Lerner
and (02) George Q. Nichols (as Class C | | | | | |
Directors)
If you do not wish your shares voted "For" a particular nominee, mark the
"For All Except" box and strike a line through the name of the nominee.
Your shares will be voted for the remaining nominee
FOR AGAINST ABSTAIN
2. Proposal to approve an amendment to the 1993 | | | | | |
Amended and Restated Stock Incentive Plan, which
would increase the number of shares available for
grant under the plan, as described in the enclosed
Proxy Statement.
FOR AGAINST ABSTAIN
3. Proposal to approve the appointment of | | | | | |
Deloitte & Touche LLP as the Independent
Public Accountants of the Corporation.
4. To transact such other business as may properly come before the meeting
and/or any adjournment or adjournments thereof.
IF NO INSTRUCTION IS GIVEN, THE SHARES WILL BE VOTED FOR PROPOSALS (1), (2) AND
(3) AND IN ACCORDANCE WITH THE BEST JUDGMENT OF THE ATTORNEYS AND PROXIES AS TO
ANY OTHER MATTER THAT MAY COME BEFORE THE MEETING.
DETACH CARD DETACH CARD
Dear Stockholder,
Please take note of the important information enclosed with this Proxy Ballot.
There are a number of issues related to the management and operation of your
Company that require your immediate attention and approval. These are discussed
in detail in the enclosed proxy materials.
Your vote counts, and you are strongly encouraged to exercise your right to vote
your shares.
Please mark the boxes on this proxy card to indicate how your shares will be
voted, then sign the card, detach it and return your proxy vote in the enclosed
postage paid envelope.
Your vote must be received prior to the Annual Meeting of Stockholders, to be
held on January 18, 2001 at Boston University Corporate Education Center, 72
Tyng Road, Tyngsboro, Massachusetts 01879.
Thank you in advance for your prompt consideration of these matters.
Sincerely,
COURIER CORPORATION
