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Section 240.14a-101 Schedule 14A.
Information required in proxy statement.
Schedule 14A Information
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [x]
Filed by a party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
[x] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
CPC INTERNATIONAL INC.
.................................................................
(Name of Registrant as Specified In Its Charter)
.................................................................
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[x] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11
(1) Title of each class of securities to which transaction
applies:
............................................................
(2) Aggregate number of securities to which transaction
applies:
.......................................................
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the amount
on which the filing fee is calculated and state how it was
determined):
.......................................................
(4) Proposed maximum aggregate value of transaction:
.......................................................
(5) Total fee paid:
.......................................................
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for
which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the
Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
.......................................................
(2) Form, Schedule or Registration Statement No.:
.......................................................
(3) Filing Party:
.......................................................
(4) Date Filed:
.......................................................
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[Logo]
INTERNATIONAL PLAZA, P.O. BOX 8000, ENGLEWOOD CLIFFS, NEW JERSEY 07632-9976
March 13, 1997
Dear Stockholder:
On behalf of the Board of Directors, I am pleased to invite you to your
Company's 1997 annual meeting of stockholders to be held in Alpine, New Jersey,
on Thursday, April 24, 1997 at 9:30 A.M., local time. We hope that many of you
will be able to attend.
The matters to be acted upon by our stockholders are set forth in the
notice of annual meeting. At the conclusion of the meeting, we will hold an
informal session to present a brief report on the Company's business and respond
to your questions.
Whether or not you plan to attend the meeting, please sign, date and mail
your proxy card as soon as possible in the postpaid envelope enclosed. If you
plan to attend, please complete the reservation form on the back cover and
return it to us.
Sincerely,
Charles R. Shoemate
Charles R. Shoemate
Chairman, President and
Chief Executive Officer
[Logo]
Printed on Recycled Paper
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CPC INTERNATIONAL INC.
INTERNATIONAL PLAZA
P.O. BOX 8000
ENGLEWOOD CLIFFS, N.J. 07632-9976
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
The annual meeting of stockholders of CPC International Inc. will be held
at Tamcrest Country Club, Route 9W, Montammy Drive, Alpine, New Jersey, on
Thursday, April 24, 1997 at 9:30 A.M., local time, for the following purposes:
1. To elect four directors, each for a term of three years.
2. To consider and act upon the Executive Annual Incentive Plan.
3. To ratify the appointment of independent auditors for the Company
for 1997.
4. To transact such other business, if any, that is properly brought
before the meeting.
Stockholders of record at the close of business on February 28, 1997 will
be entitled to vote at the meeting, and the holders of a majority of the issued
and outstanding shares of the capital stock will constitute a quorum for the
transaction of business.
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE SIGN, DATE AND RETURN
YOUR PROXY CARD PROMPTLY.
By order of the Board of Directors,
John B. Meagher
John B. Meagher
Secretary
March 13, 1997
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TABLE OF CONTENTS
<TABLE>
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PAGE
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<S> <C>
Proxy Solicitation and Voting Information................................................................. 1
Corporate Governance...................................................................................... 2
Stockholder Return Comparison............................................................................. 9
Compensation and Nominating Committee Report on Executive Compensation.................................... 10
Executive Compensation and Stock Ownership Tables......................................................... 14
Matters to be Acted Upon:
Proposal 1.
Election of Directors............................................................................... 19
Proposal 2.
Approval of the Executive Annual Incentive Plan..................................................... 25
Proposal 3.
Ratification of Appointment of Auditors............................................................. 27
Other Business............................................................................................ 27
Proposals for the 1998 Annual Meeting..................................................................... 27
Additional Information.................................................................................... 28
Exhibit................................................................................................... E-1
</TABLE>
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CPC INTERNATIONAL INC.
INTERNATIONAL PLAZA
P.O. BOX 8000
ENGLEWOOD CLIFFS, N.J. 07632-9976
PROXY STATEMENT
The management of the Company has prepared this proxy statement on behalf
of the Board of Directors and is mailing it with the accompanying proxy and 1996
annual report to stockholders on March 13, 1997 in connection with the annual
meeting of stockholders to be held April 24, 1997 or any adjournment of it.
PROXY SOLICITATION AND VOTING INFORMATION
All stockholders of record at the close of business on February 28, 1997
are entitled to vote at the annual meeting. The authorized capital stock of the
Company consists of 900,000,000 shares of common stock ($.25 par value) and
25,000,000 shares of preferred stock ($1.00 par value). On February 28, 1997,
there were issued and outstanding and entitled to be voted 143,428,963 shares of
common stock and 2,093,703 shares of convertible preferred stock ('ESOP
preferred stock') held by the trustee of the employee stock ownership plan
('ESOP') component of the Company's Savings/Retirement Plan for Salaried
Employees ('Savings Plan'). You are entitled to cast one vote for each share of
common stock and ESOP preferred stock you hold on each matter to be voted upon
at the annual meeting. If you are a participant in the CPC International Stock
Fund or ESOP component of the Savings Plan, the proxy will also serve as a
voting instruction to the trustee of the Savings Plan. If you hold shares in
either the CPC International Stock Fund or the ESOP component of the Savings
Plan and have not given voting instructions, these shares (and unallocated
shares held by the trustee) will be voted by the trustee in the same proportion
as the shares for which instructions have been given. If you are a participant
in the Company's Automatic Dividend Reinvestment Plan, the shares of common
stock shown on the proxy include the number of full shares held in your Plan
account, as well as shares registered in your name.
The form of proxy that is being solicited by the Board of Directors offers
you a choice as to how you wish your shares to be voted with respect to each
matter to be acted upon. If you have not given such instructions, we will vote
your shares as recommended by the Board of Directors or, in the absence of such
recommendation, in the discretion of the persons named in the accompanying
proxy. We will treat proxies marked as abstaining on any matter to be acted
upon, and votes withheld by brokers on non-routine matters in the absence of
instructions from beneficial owners (broker non-votes), as present at the
meeting for purposes of determining a quorum but we will not count them as votes
cast on such matters. You may revoke a proxy at any time before it is voted at
the annual meeting by sending a notice of revocation to the Secretary of the
Company, signing a valid proxy bearing a later date, or voting by ballot at the
meeting.
We are soliciting proxies by mail and may also solicit by telephone, other
electronic means, or in person using the services of directors, executive
officers, and regular employees of the Company. The Company will pay the cost of
the solicitation and has retained D. F. King & Co., Inc., 77 Water Street, New
York, New York 10005, to assist in the solicitation for a fee of $12,000 plus
reasonable expenses. On behalf of the Company, D. F. King & Co.,
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Inc. will reimburse brokers, banks and others who are record holders of the
Company's stock for reasonable expenses incurred in obtaining voting
instructions from the beneficial owners of such stock.
CORPORATE GOVERNANCE
The Board of Directors recognizes the breadth of its duties under the law
and good corporate governance practice, including its fiduciary duties to the
stockholders. Within these broad overall duties, the Board believes that certain
continuing oversight responsibilities should have priority on its agenda.
Subject to regular review, these responsibilities include the following:
STRATEGY AND PERFORMANCE, including the longer-term vision and strategies
of the Company, implementation of the strategies in the operating
divisions, and significant acquisitions and other investments in support
of the strategies; and the operating plans and performance of the Company
and the divisions.
MANAGEMENT OVERSIGHT, including the performance of the chief executive
officer and other members of senior management, management organization
and development, senior management succession planning, and senior
management compensation.
BOARD EFFECTIVENESS, including the structure of the Board and its
Committees, the governance practices and performance of the Board, and
the flow of information to the directors.
ETHICAL CONDUCT AND LEGAL COMPLIANCE
ACCOUNTING AND FINANCIAL CONTROLS
FINANCIAL STRUCTURE AND PRESERVATION OF ASSETS
STRATEGY AND PERFORMANCE
The Board conducts an annual review of the longer-term business strategies
of the Company and each of its six operating divisions, and oversees the
management structures designed to formulate recommended strategies and to
implement strategies endorsed by the Board.
The strategic management process begins with a statement of the Company's
vision and the strategies that support it, which is developed by
management and reviewed by the Board. From this vision and strategy
statement, the operating divisions develop strategic plans that reflect
their particular business and regional situations. These division plans
are reviewed by senior management and integrated into the strategic plans
which are presented to the Board.
A corporate strategy council at the senior management level works with
the chief executive officer and the Board in setting corporate strategic
priorities for achieving superior stockholder value. The corporate
strategy council is responsible for recommending strategic initiatives to
the Board, identifying the resources required to implement them, and
ensuring that key strategic issues at the corporate and operating
division levels are identified and addressed.
2
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The Board reviews annually capital expenditures which support the
strategies and a report evaluating the performance of businesses recently
acquired by the Company. Each business is rated on the basis of financial
and marketing criteria compared to projections established when the
business was acquired.
From time to time during the year, the Board conducts reviews of
particular businesses within the operating divisions.
The Board also conducts an annual review of the operating results for the
preceding year, and the business plan and goals for the next year, for each of
the Company's operating divisions and for the Company as a whole.
MANAGEMENT OVERSIGHT
A principal function of the Board is to evaluate the performance of the
chief executive officer and other executive officers. This evaluation process
occurs regularly throughout the year, in formal and informal ways.
A formal performance evaluation occurs in January of each year. It begins
with a presentation to the Board by the chief executive officer of the
operating results for the previous year compared to the goal, and the
operating plan and goal for the new year. The outside directors, meeting
in executive session, then receive and discuss a report from the chief
executive officer on the performance of senior management, management
organization and development, and executive succession planning. Finally,
with the Chairman of the Compensation and Nominating Committee presiding
and in the absence of the chief executive officer, the outside directors
review his performance. The Chairman of the Compensation and Nominating
Committee subsequently meets with the chief executive officer to discuss
the evaluation by the outside directors. The evaluation focuses on major
responsibilities of the chief executive officer, which include the
following:
STRATEGIC LEADERSHIP. Leading management in developing and
implementing appropriate long-term business strategies which are
supported by management and the Board.
CORPORATE PERFORMANCE. Leading in the development and execution of
operating plans and systems designed to achieve the best possible
financial performance relative to peer companies and relative to the
potential of the Company's businesses.
ORGANIZATION. Building an effective organization structure and
management development process to support the strategies and
operating plans of the Company; maintaining a corporate climate to
attract, retain and motivate a diverse work force; and insuring that
an effective chief executive officer succession plan is in place.
CORPORATE GOVERNANCE. Setting the 'tone at the top' to promote the
highest ethical practices and fulfill social responsibilities, and
overseeing the formulation and implementation of major corporate
policies; and recommending improvements in the governance practices
of the Board.
3
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The outside directors evaluate the chief executive officer's
accomplishments in each of these categories in the preceding year, measured
against goals established at the beginning of the year.
Immediately following the January Board meeting, the Compensation and
Nominating Committee reviews and approves the compensation of the chief
executive officer and the other executive officers, including annual
bonuses for the preceding year, proposals for salary increases to become
effective during the ensuing year, and long-term incentive awards.
The evaluation of the chief executive officer is an on-going process
which also occurs during regularly scheduled Board meetings, in
one-on-one meetings between the chief executive officer and the outside
directors and in observations of corporate reputation and involvement in
various business communities.
The Board has established a policy encouraging its members to visit
principal facilities of the Company. This policy is intended:
To give outside directors the opportunity to exercise a more informed
judgment concerning the business operations of the Company.
To promote increased contact between outside directors and senior
management by enabling the directors to meet with managers at their own
base of operations.
To enable outside directors to report to the Board personal observations
and reactions resulting from such visits.
Outside director access to management is further fostered by:
Designation of corporate officers as the Committee Executives to work
directly with the Chairman of each Committee of the Board.
An outside director orientation program.
Attendance by outside directors at senior management meetings.
BOARD EFFECTIVENESS
The Board of Directors presently consists of twelve members, of whom nine
are outside directors. Each of the outside directors, in the opinion of the
Board, is independent of management and free from any relationship that would
interfere with the exercise of independent judgment, and is eligible to serve as
a member of the Audit Committee or the Compensation and Nominating Committee
under the applicable rules and regulations of the Securities and Exchange
Commission, the New York Stock Exchange and the Internal Revenue Service. The
facts bearing on the independence of each outside director are reviewed annually
by the Audit Committee and reported to the full Board.
Pursuant to the Board's policy on tenure of directors, outside directors
and former chief executive officers of the Company will retire from the Board at
the annual meeting of stockholders coincident with or next following their 70th
birthday, and employee directors upon retirement or other termination of active
employment, whether or not the term for which they have been elected has
expired.
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The Company's corporate governance process is the subject of regular review
by the Board.
The Board conducts an annual evaluation of its own structure and
performance, including an assessment of the appropriateness and
effectiveness of its governance practices.
Regular executive sessions are held at the end of Board meetings to
permit frank and unstructured discussions between the outside directors
and the chief executive officer. These discussions frequently relate to
governance procedures and items for the Board's agenda.
Periodic 'one-on-one' meetings are held by the chief executive officer
and each outside director, to provide additional opportunity for private
dialogue.
Each year, the directors consider and approve specific items to be placed
on the agendas for meetings of the Board for the year. In advance of each
meeting, management distributes to the directors the agenda and financial and
other business information, including background summaries of presentations to
be made at the meeting, to facilitate full and informed discussion of the agenda
items at the meeting.
Annually, the Compensation and Nominating Committee reviews, against
established criteria, the performance of incumbent directors whose terms are
expiring prior to recommending to the Board the nominees for election as
directors at the annual meeting of stockholders. The review process is conducted
according to the following performance guidelines:
DIRECTOR'S PRIMARY RESPONSIBILITIES. A director is expected to commit to
serve the Company in the role described in the By-laws, and in the
Corporate Governance section of the proxy statement.
ATTENTIVENESS AND ATTENDANCE. A director is expected to maintain regular
attendance at meetings of the Board of Directors and its Committees, and
to have reviewed materials distributed in advance.
PARTICIPATION AND COOPERATION. A director is expected to actively
participate in discussions and debate in Board and Committee meetings,
with a sense of teamwork and corporate identity.
INSIGHT AND INPUT. A director is expected to provide advice and counsel
to the chief executive officer and other senior executives.
STAKEHOLDERS. A director should exhibit respect for his or her duties to
the stockholders, employees and the other communities served by the
Company.
CHANGE IN PRINCIPAL EMPLOYMENT. A change in principal employment is a
factor that will be considered by the Committee when determining whether
to recommend the reelection of an incumbent director.
5
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ETHICAL CONDUCT AND LEGAL COMPLIANCE, ACCOUNTING AND FINANCIAL CONTROLS,
FINANCIAL STRUCTURE AND PRESERVATION OF ASSETS
The Board has delegated to certain of its Committees oversight
responsibilities for ethical conduct and legal compliance, accounting and
financial controls, and financial structure and preservation of assets. A
description of each Committee is presented in the following section.
COMMITTEES OF THE BOARD
To assist it in discharging its responsibilities, the Board delegates to
its four Committees the authority to consider certain matters and report to the
Board with appropriate recommendations.
Each Committee is chaired by an outside director.
The chairmanship and membership of all of the Committees are rotated on a
regular basis to give the directors a broader knowledge of the Company's
affairs.
The Board conducts an annual review of the charter of each Committee.
Each Committee establishes its own agendas for the year, and conducts a
year-end evaluation of its performance by comparing the topics considered
at meetings with its charter as established by the Board.
Oral reports of Committee activities are given at each Board meeting and
minutes of Committee meetings are sent to all of the directors.
The CORPORATE AFFAIRS COMMITTEE, which oversees ETHICAL CONDUCT AND LEGAL
COMPLIANCE, is composed of a majority of outside directors. It held four
meetings in 1996. The Committee reviews policies and programs of the Company
relating to customer and consumer relations, employee relations, health, safety
and the environment, community relations, compliance with laws, disclosure of
information and insider trading, and business ethics. It also reviews major
litigation, crisis management organization, and programs for communication with
investors, governments and the public.
The AUDIT COMMITTEE, which is responsible for ACCOUNTING AND FINANCIAL
CONTROLS, is composed entirely of outside directors. It held four meetings in
1996. Among its functions are to review the scope and results of the annual
audit, approve the non-audit services rendered by the independent auditors and
consider the effect thereof on the independence of the auditors, and recommend
to the Board appointment of independent auditors for the ensuing year subject to
ratification by the stockholders.
The Committee also reviews the proposed financial statements for the annual
report to stockholders, accounting policies, internal control systems and
internal auditing procedures, and the process by which unaudited quarterly
financial information is compiled and issued. Both the independent auditors and
the corporate general auditor meet privately with the Committee on a regular
basis.
The Committee reviews annually the independence of each outside director.
The FINANCE COMMITTEE, which is responsible for FINANCIAL STRUCTURE AND
PRESERVATION OF ASSETS, is composed of a majority of outside directors. It held
four meetings in 1996.
6
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The Committee reviews policies and practices of the Company affecting its
financial structure and position, short- and long-term financing, foreign
exchange management, financial derivatives including commodities and hedging,
capital expenditures, dividends, insurance coverage and taxes. It recommends to
the Board the appointment of trustees and investment managers under employee
benefit plans and reviews their performance, and recommends the annual
contributions by the Company to fund such plans.
The COMPENSATION AND NOMINATING COMMITTEE, which is composed entirely of
outside directors, held six meetings in 1996. The Committee approves the
compensation of all executive officers and administers executive incentive
compensation plans, utilizing the advice of outside compensation consultants. It
also reviews employee benefit plans and recommends to the Board proposals for
adoption, amendment or termination of such plans. The Committee recommends to
the Board of Directors the compensation arrangements for outside directors, and
administers the compensation plans for outside directors.
This Committee develops criteria for Board membership and, with the
assistance of outside consultants, considers candidates for membership on the
Board. The Committee also reviews the performance of incumbent directors whose
terms are expiring prior to recommending to the Board the nominees for election
as directors at the annual meeting of stockholders.
Any stockholder who wishes to recommend a candidate for consideration by
the Committee as a nominee for director may do so by writing to the Secretary of
the Company and furnishing a statement of the candidate's experience and
qualifications.
BOARD MEETINGS AND COMPENSATION
The Board held ten meetings in 1996, and each of the directors attended at
least 75 percent of these meetings. Attendance of all directors at meetings of
the Board and of Committees on which they served averaged 96 percent.
Employee directors do not receive compensation for serving as directors.
The following table displays the components of outside director compensation.
- --------------------------------------------------------------------------------
DIRECTOR COMPENSATION
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<TABLE>
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Annual Board retainer(1).................................................................. $60,000
Annual retainer for Committee chair....................................................... $ 3,000
Board attendance fee (per meeting)........................................................ $ 1,000
Committee attendance fee (per meeting).................................................... $ 1,000
Company facility visitation fee (per day)................................................. $ 1,000
</TABLE>
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(1) One-half is paid in cash and one-half is paid in the form of common stock of
the Company which is mandatorily deferred until retirement under the
Deferred Compensation Plan for Outside Directors. This Plan further provides
that all or part of a director's cash compensation may, at the director's
option, be deferred, invested in common stock of the Company or in an
interest-bearing account, and paid after retirement from the Board.
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Effective May 1, 1996 the Board terminated the Retirement Income Plan for
Outside Directors with respect to active directors. The present value of the
accrued benefits under the Plan was converted to stock units which were
deposited into the directors' stock accounts under the Deferred Compensation
Plan. Based on the Company's stock price of $67.90, representing the average
daily high and low stock prices for the month of April 1996, the number of
shares in the form of stock units which were deposited into the Deferred
Compensation Plan for each outside director was as follows: G. V. Grune, 2,200;
W. C. Ferguson, 1,820; T. H. Black, 1,791; E. R. Gordon, 1,112; R. G. Holder,
928; A. C. DeCrane, Jr., 504; W. S. Norman, 444; E. S. Kraus, 309; and L. I.
Higdon, Jr., 261.
As part of the Company's program to encourage charitable giving, all
directors participate in a directors' charitable awards program, pursuant to
which the Company will donate an aggregate of $1 million to up to four
educational institutions with which the Company has recruiting, research and
other relationships, as designated by each director. The donations will be paid
in ten equal annual installments after a participant's death. An outside
director becomes vested in the program upon completion of ten years of service
or retirement from the Board at age 70. An employee director becomes vested upon
completion of five years of service as a director or retirement at or after age
62. The Company is the owner and beneficiary of life insurance policies which it
purchases to finance the program, and it obtains a charitable deduction for the
donations made from the proceeds of the policies.
Each director may contribute up to $5,000 per year to certain tax-exempt
organizations under the Company's matching gifts program which is available to
full-time U.S. employees and their spouses. For each dollar contributed within
the $5,000 limit, the Company will contribute two dollars. The Company provides
$100,000 of group term life insurance and $175,000 of travel accident insurance
to the outside directors as well as director liability insurance for all
directors.
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STOCKHOLDER RETURN COMPARISON
The following graph compares the yearly percentage change in the cumulative
total return on the Company's common stock with the cumulative total return of
the Standard & Poor's Foods Index (the 'S&P Foods Index'), the Standard & Poor's
500 Stock Index (the 'S&P 500 Index') and a Peer Group Index of food and
food-related companies. As explained in the Compensation and Nominating
Committee Report on Executive Compensation on pages 11 and 12, the companies in
the Peer Group were approved by the Committee for measurement of the Company's
performance during the 1995, 1996 and 1997 performance cycles established under
the 1993 Stock and Performance Plan. These cycles will terminate at the end of
1998, 1999 and 2000, respectively. The historical performance of the Peer Group
Index, weighted for market capitalization, is shown as a reference. The Peer
Group consists of Archer-Daniels-Midland Company, Campbell Soup Company, Con
Agra, Inc., General Mills, Inc., H.J. Heinz Company, Hershey Foods Corporation,
Hormel Foods Corporation, Kellogg Company, McCormick & Company, Incorporated,
The Quaker Oats Company, Sara Lee Corporation, Smucker (J.M.), Co., Unilever
N.V., and Wm. Wrigley Jr. Company. The graph assumes that $100 was invested on
December 31, 1991 in each of CPC common stock, the S&P Foods Index, the S&P 500
Index, and the Peer Group Index, and that all dividends were reinvested.
<TABLE>
<CAPTION>
BASE PERIOD RETURN RETURN RETURN RETURN RETURN
1991 1992 1993 1994 1995 1996
----------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
CPC International Inc. 100 114.78 111.13 127.74 168.57 194.50
S&P Foods Index 100 99.77 91.55 102.34 130.54 154.67
S&P 500 Index 100 107.62 118.46 120.03 165.13 203.05
Peer Group Index 100 101.59 96.67 104.09 131.07 154.60
</TABLE>
[PERFORMANCE GRAPH]
9
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COMPENSATION AND NOMINATING COMMITTEE REPORT
ON EXECUTIVE COMPENSATION
COMPENSATION AND NOMINATING COMMITTEE RESPONSIBILITIES
The Compensation and Nominating Committee of the Board of Directors,
composed entirely of outside directors, has the responsibility to approve the
compensation of all executive officers and to administer executive incentive
compensation plans. This report describes the manner in which we addressed those
responsibilities in 1996.
GENERAL DISCUSSION OF SHORT-TERM COMPENSATION
The Company's short-term compensation program, consisting of base salary
and annual incentive, is administered by using the concepts of salary and
incentive ranges for each executive position. Salary and incentive ranges are
established reflecting data from salary surveys of companies in the consumer
goods and food sectors. The companies surveyed are those with which the Company
competes in the marketplace in business results, for human resources, and in
stockholder return. These companies are similar but not identical to those in
the S&P Foods Index and the Peer Group Index in the Stockholder Return
Comparison graph on page 9 because survey data is not available for all of such
Index companies.
Each salary range has a midpoint which represents the average salary for
comparable surveyed positions, and a range that varies about 27% above and below
midpoint for the highest level position and about 24% for the lowest level
position. An individual executive's progress through and position in the salary
range depend primarily upon individual performance and time in the job. Annual
incentive ranges and midpoints also have been established for each position as a
percentage of salary. These annual incentive targets are at the middle range of
incentive targets for similar positions in the surveyed companies. The actual
incentive payments depend upon the performance of the Company, the business
unit, and the individual. The principal factors used in assessing such
performance include earnings per share growth at the Company level; sales and
operating income growth at both the Company and business unit levels; and
achievement at the business unit and individual levels of agreed-upon goals
under the 'Balanced Scorecard' performance system described later. The relative
importance given each of these factors in determining incentive awards is
discretionary on the part of the Committee and may vary by individual position
and from year to year. In addition to surveys of competitive practice, the
Committee periodically uses independent consultants to review these salary
ranges and incentive targets for accuracy and appropriateness, and to review the
appropriateness of compensation actually paid. It is the Company's objective to
be fully competitive in salaries and annual incentives paid with companies with
which it competes, based on relative performance with these companies.
BASIS FOR SPECIFIC SHORT-TERM COMPENSATION ACTIONS
The base salaries in 1996 of the five highest paid executive officers named
in the Summary Compensation Table on page 14, vary from 7.3% below to 9.5% above
midpoint of their respective ranges for 1996. As noted earlier, the salary range
midpoint for a position represents the average salary for that position within
the surveyed group of companies. In the
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salaries reported in the Table, variances from midpoint correlate to individual
performance and time in position.
Incentive payments for executive officers with corporate responsibilities
reflect overall corporate performance as well as individual performance.
Incentive payments for executive officers with operations responsibilities
primarily reflect business unit performance, but also reflect corporate
performance as well as individual performance. After adjusting for special
items, earnings per share in 1996 were up 7.1%, operating income increased 2.6%,
volumes, including acquisitions, were up 17%, and return on equity was 28.3%.
Based on these results and respective business unit results, and relative to the
surveyed companies referred to above, incentive awards for executive officers
are within competitive norms. Incentive awards for the five highest paid
executive officers range from about 8.4% below the range target to 7.3% above
the range target, and total incentive payments for all executive officers
decreased 0.5% over the previous year. The Committee believes these awards are
appropriate in view of the financial results mentioned above and their relation
to the results of competitor companies.
Specifically with regard to the chief executive officer, Mr. Shoemate, the
Committee approved an annualized salary increase of 7.1% effective April 1,
1996. The Committee also approved an incentive award for 1996 of $650,000,
representing 77.8% of his salary at the time of the award, compared to a target
of 85%. Both the salary increase and the annual incentive award were based on
evaluations of Mr. Shoemate's performance conducted by all of CPC's outside
directors, using the process and performance criteria described on pages 3 and
4. In approving the salary increase, the Committee considered Mr. Shoemate's
time in his current job, his position in his salary range, competitive pay data,
and the performance of the Company. In approving the annual incentive award, the
Committee considered in particular his leading the Company to achieve excellent
financial results in the consumer foods business, partially offset by
disappointing results in the corn refining business based on the chaotic corn
markets in 1996; his strategic leadership in pursuing the Company's vision to
become 'The Best International Food Company in the World' and progress toward
that vision by executing the supporting strategies; his continued progress in
worldwide implementation of the 'Balanced Scorecard' performance measurement
system which focuses all levels of management on strategic business drivers
including customer satisfaction, business practices, people development, and
innovation and learning, in order to foster superior financial results; and his
implementation of sound and effective systems of corporate governance.
GENERAL DISCUSSION OF LONG-TERM COMPENSATION
The Company's long-term compensation program consists of annual awards of
performance units and stock options under the Stock and Performance Plan. The
number of options granted is equal to the number of performance units. For a
more detailed description of how these tandem awards work, refer to footnote (1)
to the Option Grants table on page 15. The size of performance awards granted to
each participant depends upon the position level, the individual's performance
and, to a lesser extent, time in position. The weight given to each factor may
vary by individual and from year to year in the Committee's discretion. The size
of awards is generally in the mid-range of long-term compensation practices
among surveyed consumer goods and food sector companies. Competitiveness is
assessed by independent consultants' evaluations of survey data. Because of the
wide range of approaches to long-term compensation and the availability of data,
companies surveyed for this purpose are similar but not identical to those
surveyed for short-term compensation.
11
<PAGE>
<PAGE>
Earning of awards depends entirely upon the Company's stockholder return
(stock price appreciation plus dividends paid) compared to a group of food and
other consumer products companies with which the Company believes it competes
for investors. Each year the Committee reviews and approves the companies to be
included in the comparator group for the performance cycle established in that
year. The comparator group approved for the cycles established in 1995, 1996 and
1997 is the Peer Group described under 'Stockholder Return Comparison' on page
9. To the extent that performance awards are earned, an equivalent number of the
options granted in tandem are canceled. The value of the award earned is
dependent upon the value of Company stock and its price appreciation from the
beginning to the end of the four-year performance cycle. Payments are made at
the end of the four-year cycle.
BASIS FOR SPECIFIC LONG-TERM COMPENSATION ACTIONS
Award payments made in January 1997 and reported in the Summary
Compensation Table on page 14 reflect annual and cumulative stockholder results
over a four-year period beginning January 1, 1993 and ending December 31, 1996.
During the four-year award cycle, participants had the opportunity to earn 25%
of their awards in each year of the cycle. In the first cycle year (1993),
18.75% was earned. In the second year (1994), 25% was earned. In the third year
(1995), 6.25% was earned, and in the fourth and final year (1995), 6.25% was
earned. Thus, over the four years, 56.25% of the potential performance award was
earned and paid at the end of the cycle. During this period, the Company's share
price increased 54.5%, from $50.4375 to $77.9375.
Since 56.25% of the performance award was earned, 56.25% of the tandem
options were canceled. The balance of 43.75% of the stock options granted remain
in effect with an exercise price equal to the fair market value of the Company's
common stock at the date of the award in 1993. This provides continuing
incentive to increase share price and, therefore, return to the stockholder.
Without share price increase, these options have no value to the executive.
In 1996, Mr. Shoemate received an award of 50,000 performance units which
may be earned over a four-year cycle ending in 1999, and a tandem award of
50,000 stock options. The Committee's decision to grant this award was based
upon its assessment of the long-term compensation survey data, and independent
consultants' evaluations thereof, referred to above, and the evaluation of Mr.
Shoemate's performance for 1995 conducted by the outside directors, using the
process and performance criteria described on pages 3 and 4. The award was
designed to provide further incentive for Mr. Shoemate to lead the Company in
maximizing stockholder value. In addition, the Committee granted Mr. Shoemate
100,000 non-qualified stock options at an exercise price equal to the fair
market value on April 25, 1996, the date of grant, and also agreed to grant an
additional 100,000 non-qualified options at fair market value on the same date
each of the following two years, providing Mr. Shoemate remains with the Company
as chief executive officer. This award was made in response to competitive
long-term compensation activity and to help ensure management continuity at CPC.
OVERALL PROGRAM RISK AND LEVERAGE
As the compensation tables in this proxy statement indicate, a significant
portion of executive compensation has been placed at risk. Payments under the
annual incentive program
12
<PAGE>
<PAGE>
are dependent upon annual business results and individual performance. Long-term
award payments are dependent upon the Company's stockholder return relative to
the comparator group of companies referred to earlier. In the case of Mr.
Shoemate, 78% of his annual and long-term compensation came from incentive
compensation plans which relate to Company performance and only 22% from base
salary. Similar degrees of risk exist for the four other highest paid executive
officers.
EXECUTIVE STOCK OWNERSHIP TARGETS
In 1993, the Company established stock ownership targets for all
participants in the Stock and Performance Plan. The ownership target for the
chief executive officer is seven times base salary; for the most senior
operating and corporate staff officers it is five times base salary; for
remaining officers, it is three times base salary; and for non-officer
participants, it is equal to base salary. Stock used to assess this ownership
target includes stock directly owned by the executive, and stock owned
indirectly through participation in the Deferred Stock Unit Plan described in
footnote (3) to the Stock Ownership Table on page 18, but excludes shares
covered by unexercised stock options. Executives are expected to attain these
ownership targets within three to five years from the time the executive's
target was established or increased. Four executive officers named in the
Summary Compensation Table, including Mr. Shoemate, exceed their targets.
DEDUCTIBILITY CAP ON COMPENSATION EXCEEDING $1,000,000
The tax law limits to $1 million the deductibility of annual compensation
payments made to each of the five highest paid executives. However, there is an
exception to this loss of tax deduction for payments that meet certain objective
performance standards. It is the Committee's general policy to avoid the loss of
tax deductibility to the extent it believes prudent and feasible. To this
effect, the Company amended the 1993 Stock and Performance Plan so that
long-term compensation payments, including stock options, meet the objective
performance exception. The Board of Directors now recommends that the
stockholders approve a new Executive Annual Incentive Plan, as set forth in
Proposal 2 on pages 25 to 27 of this proxy statement, so that in the future
short-term incentive payments may also meet this exception. It is the
Committee's conclusion that for 1996 the $1 million cap rules will not result in
any lost tax deductions. The Committee anticipates that this will also be the
case for 1997 and that adoption of Proposal 2 should facilitate the attainment
of tax deductions in future years. However, notwithstanding its general policy,
the Committee retains the discretion to authorize payments that may not be
deductible if it believes that to do so is in the best interest of the Company
and its stockholders.
Compensation and Nominating
Committee:
W. S. Norman, Chairman
A. C. DeCrane, Jr.
W. C. Ferguson
E. R. Gordon
G. V. Grune
13
<PAGE>
<PAGE>
EXECUTIVE COMPENSATION AND STOCK OWNERSHIP TABLES
The following table summarizes the compensation awarded or paid to the
chief executive officer and each of the other four most highly compensated
executive officers of the Company (the 'named executive officers') for services
rendered in all capacities during each of the last three fiscal years.
- --------------------------------------------------------------------------------
SUMMARY COMPENSATION TABLE
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
LONG-TERM COMPENSATION
------------------------
PAYOUTS
AWARDS ---------
ANNUAL COMPENSATION ----------- LONG-TERM
-------------------------- SECURITIES INCENTIVE ALL OTHER
NAME AND SALARY BONUS UNDERLYING PAYOUTS COMPENSATION
PRINCIPAL POSITION YEAR ($) ($) OPTIONS (#) ($)(1) ($)(2)
- --------------------------------------- ---- ------- ------- ----------- --------- ------------
<S> <C> <C> <C> <C> <C> <C>
C. R. Shoemate, 1996 821,250 650,000 257,500 2,252,813 111,693
Chairman, President and Chief 1995 766,250 600,000 45,000 2,432,859 112,001
Executive Officer 1994 716,667 485,000 40,000 1,304,188 109,638
R. J. Gillespie, 1996 536,667 290,000 52,437 1,126,406 77,993
Executive Vice President -- Strategic 1995 497,917 270,000 20,000 1,216,430 75,022
Business Development 1994 453,750 215,000 20,000 698,645 71,564
A. Labergere, 1996 483,083 300,000 20,000 1,126,406 28,630
Executive Vice President and 1995 413,333 275,000 20,000 1,073,320 24,700
President of the CPC Europe Division 1994 362,500 220,000 20,000 465,781 21,700
C. B. Storms, 1996 396,250 205,000 42,538 844,743 34,719
Senior Vice President and General 1995 380,000 215,000 13,500 965,988 28,100
Counsel 1994 359,583 170,000 13,500 605,489 23,840
K. Schlatter, 1996 391,250 220,000 13,500 750,938 107,006
Senior Vice President and Chief 1995 370,000 205,000 28,874 787,102 106,679
Financial Officer 1994 342,500 160,000 13,500 465,781 105,319
</TABLE>
- ------------
(1) Includes cash and the market value of the Company's common stock paid in
respect of performance units awarded under the 1984 Stock and Performance
Plan at the end of four-year performance cycles.
(2) Includes the following for 1996:
a. Company matching contributions to defined contribution plans as follows:
C. R. Shoemate, $56,776; R. J. Gillespie, $39,701; A. Labergere, $28,630;
C. B. Storms, $31,276; and K. Schlatter, $30,976.
b. Value of premiums paid by the Company under the Executive Life Insurance
Plan as follows: C. R. Shoemate, $52,824; R. J. Gillespie, $38,252; and
K. Schlatter, $76,029.
c. For C. R. Shoemate, $2,093 of above-market interest at the rate credited
to all participants in the Deferred Compensation Plan, pursuant to which
all or a portion of annual bonus may be deferred and credited to an
interest bearing account, and paid over a fifteen-year period following
retirement.
14
<PAGE>
<PAGE>
- --------------------------------------------------------------------------------
OPTION GRANTS IN 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
VALUE AT ASSUMED
ANNUAL RATES OF
STOCK PRICE APPRECIATION
INDIVIDUAL GRANTS FOR OPTION TERM(3)
- -------------------------------------------------------------------------------- ---------------------------------
NUMBER OF
SECURITIES PERCENT OF
UNDERLYING TOTAL OPTIONS
OPTIONS GRANTED TO EXERCISE
GRANTED EMPLOYEES PRICE EXPIRATION
NAME (#) IN 1996 ($/SHARE) DATE 0% ($) 5% ($) 10% ($)
- ------------------------ ---------- ------------- --------- ---------- ------ --------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
C. R. Shoemate.......... 50,000(1) 3.3174 70.0000 1/15/06 0 2,200,369 5,575,728
5,313(2) 0.3525 70.0000 3/20/99 0 62,089 130,919
6,750(2) 0.4478 70.0000 3/19/00 0 106,452 230,211
8,750(2) 0.5805 70.0000 3/18/01 0 175,307 388,991
60,000(2) 3.9808 70.0000 6/17/01 0 1,268,216 2,832,504
8,500(2) 0.5640 70.0000 3/16/02 0 208,348 474,606
9,000(2) 0.5971 70.0000 1/18/03 0 256,355 597,371
7,500(2) 0.4976 70.0000 1/17/04 0 250,457 599,797
1,687(2) 0.1119 70.0000 1/16/05 0 65,057 160,215
100,000 6.6347 67.7500 4/24/06 0 4,259,286 10,793,017
R. J. Gillespie......... 20,000(1) 1.3269 70.0000 1/15/06 0 880,148 2,230,291
4,374(2) 0.2902 69.9375 3/14/98 0 30,410 62,216
5,250(2) 0.3483 67.6875 3/20/99 0 54,093 113,321
4,875(2) 0.3234 67.6875 3/19/00 0 69,240 148,747
4,688(2) 0.3110 67.6875 3/18/01 0 85,671 188,813
4,250(2) 0.2820 67.6875 3/17/02 0 95,883 216,925
4,500(2) 0.2986 67.6875 1/18/03 0 118,535 274,279
3,750(2) 0.2488 67.6875 1/17/04 0 116,360 276,666
750(2) 0.0498 67.6875 1/16/05 0 26,964 65,913
A. Labergere............ 20,000(1) 1.3269 70.0000 1/15/06 0 880,148 2,230,291
C. B. Storms............ 13,500(1) 0.8957 70.0000 1/15/06 0 594,100 1,505,447
5,250(2) 0.3483 70.8750 3/14/98 0 40,891 84,057
5,250(2) 0.3483 70.8750 3/20/99 0 61,888 130,458
4,688(2) 0.3110 70.8750 3/19/00 0 74,639 161,369
4,063(2) 0.2696 70.8750 3/18/01 0 82,222 182,391
3,375(2) 0.2239 70.8750 3/16/02 0 83,588 190,353
3,375(2) 0.2239 70.8750 1/18/03 0 97,155 226,328
2,531(2) 0.1679 70.8750 1/17/04 0 85,436 204,540
506(2) 0.0336 70.8750 1/16/05 0 19,728 48,567
K. Schlatter............ 13,500(1) 0.8957 70.0000 1/15/06 0 594,100 1,505,447
</TABLE>
- ------------
(1) The options listed were granted at an exercise price equal to the fair
market value of the Company's stock on the date of grant in tandem with an
equivalent number of performance units under the 1993 Stock and Performance
Plan. The performance units were issued for a cycle of four years' duration,
with a goal based on improvement in stockholder value, determined by the
increase in the value of common stock of the Company during each year of the
cycle assuming reinvestment of dividends, measured against the performance
of the Peer Group described on page 9. Up to 25% of the units
(footnotes continued on next page)
15
<PAGE>
<PAGE>
(footnotes continued from previous page)
may be earned in each year of the cycle and are payable at the conclusion of
the cycle. To the extent performance units are earned and payable, a
corresponding number of options are canceled. To the extent options are
exercised, a corresponding number of performance units are canceled. These
options were granted on January 16, 1996 and became exercisable on January
16, 1997. Under the 1993 Plan, in the event of a change in control of the
Company, all performance cycles will terminate and participants will receive
the value in cash of the performance units theretofore earned and 100% of
the units that could have been earned during the remainder of the cycles.
The amounts paid to the named executive officers for the cycles ending in
1996, 1995 and 1994 are shown as 'Long-term Incentive Payouts' in the
Summary Compensation Table on page 14.
(2) The options listed are replacement options which were granted upon exercise
of previously granted options. They are equivalent to the number of shares
exercised and have an exercise price equal to the fair market value of the
Company's stock on the date of exercise of the original option. The
expiration date of the replacement option is the same as the expiration date
of the original option. The replacement option becomes exercisable one year
from the date the original option was exercised. The shares acquired on
exercise of the original option must be retained for three years.
(3) The amounts shown under these columns are calculated at 0% and at the 5% and
10% rates set by the Securities and Exchange Commission and are not intended
to forecast future appreciation of the Company's stock price. The amounts
shown assume that no performance units will be earned so that all options
granted will be exercisable.
- --------------------------------------------------------------------------------
AGGREGATED OPTION EXERCISES IN 1996
AND OPTION VALUES AS OF DECEMBER 31, 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
NUMBER OF VALUE OF
SECURITIES UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS AT OPTIONS AT
SHARES DECEMBER 31, 1996 (#) DECEMBER 31, 1996 ($)(2)
ACQUIRED --------------------- ------------------------
ON VALUE EXERCISABLE/ EXERCISABLE/
NAME EXERCISE (#) REALIZED ($)(1) UNEXERCISABLE UNEXERCISABLE
- ----------------------------------- ------------ --------------- --------------------- ------------------------
<S> <C> <C> <C> <C>
C. R. Shoemate..................... 107,500 2,963,350 -- / 320,250 -- / 3,816,000
R. J. Gillespie.................... 34,937 1,145,792 3,250 / 78,687 77,188 / 1,166,603
A. Labergere....................... 7,313 191,316 4,500 / 49,500 130,313 / 935,344
C. B. Storms....................... 29,038 1,026,077 -- / 62,788 -- / 833,416
K. Schlatter....................... -- -- 22,724 / 33,375 324,495 / 630,281
</TABLE>
- ------------
(1) Amounts shown are based on the difference between the market value of the
Company's stock on the date of exercise and the exercise price.
(2) Amounts shown are based on the difference between the closing price of the
Company's common stock on December 31, 1996 ($77.50) and the exercise price.
16
<PAGE>
<PAGE>
- --------------------------------------------------------------------------------
PENSION PLAN TABLE
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
5-YEAR AVERAGE YEARS OF SERVICE
ANNUAL --------------------------------------------------------
COMPENSATION 10 15 20 25 30
- ------------------------------------------------ -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
$ 400,000...................................... $ 48,000 $ 72,000 $ 96,000 $120,000 $144,000
600,000...................................... 72,000 108,000 144,000 180,000 216,000
800,000...................................... 96,000 144,000 192,000 240,000 288,000
1,000,000...................................... 120,000 180,000 240,000 300,000 360,000
1,200,000...................................... 144,000 216,000 288,000 360,000 432,000
1,400,000...................................... 168,000 252,000 336,000 420,000 504,000
1,600,000...................................... 192,000 288,000 384,000 480,000 576,000
1,800,000...................................... 216,000 324,000 432,000 540,000 648,000
</TABLE>
The table shows annual pension benefits payable under the Company's defined
benefit plans for salaried employees. No additional benefits accrue after 30
years of service.
Compensation covered by the plans is the combined annual compensation
reported in the Salary and Bonus columns of the Summary Compensation Table on
page 14. Each of the named executive officers has 30 years of service for
purposes of the plans, except A. Labergere, who has 13. Amounts shown in the
Table are computed as a straight life annuity upon retirement at age 62 or later
and are not subject to any deduction for Social Security benefits.
SEVERANCE ARRANGEMENTS
The Company maintains severance agreements with its executive officers,
including the named executive officers, which provide for a lump sum payment
equal to three times the sum of the annual salary and bonus of the officer, and
continuation of medical and insurance plans for a three-year period, if the
officer's employment is terminated involuntarily other than for cause or
voluntarily for good reason, within two years after a change in control of the
Company. The agreements also provide that the amount of excise tax, if any,
under the Internal Revenue Code to be paid by any executive officer shall be
reimbursed by the Company. The severance agreements, which were approved by the
outside directors, replace employment agreements previously entered into with
the executive officers.
- --------------------------------------------------------------------------------
STOCK OWNERSHIP TABLE
- --------------------------------------------------------------------------------
Fidelity Management Trust Company of Boston, Massachusetts, as trustee of
the ESOP component of the Savings Plan, is the record owner of all of the
1,251,161 unallocated shares of ESOP preferred stock, or 59.7 percent of the
outstanding preferred stock of the Company. To the best of the Company's
knowledge, no person or group of persons owned beneficially more than five
percent of the outstanding common stock of the Company on February 28, 1997, the
record date.
The following table shows the common stock ownership as of February 28,
1997 of each director, the named executive officers, and all directors and
executive officers as a group. All directors and executive officers as a group
own beneficially less than one percent of the outstanding common stock and less
than two percent of the ESOP preferred stock.
17
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
SHARES STOCK
NAME OWNED(1) OTHER(2) UNITS(3) TOTAL(4)
- ------------------------------------------------------------ --------- ------- ------ ---------
<S> <C> <C> <C> <C>
T. H. Black................................................. 5,000 -- 3,832 8,832
A. C. DeCrane, Jr........................................... 500 -- 2,911 3,411
W. C. Ferguson.............................................. 2,800 -- 4,346 7,146
R. J. Gillespie............................................. 25,516 84,866 -- 110,382
E. R. Gordon................................................ 2,000 -- 7,621 9,621
G. V. Grune................................................. 2,200 -- 5,148 7,348
L. I. Higdon, Jr............................................ 200 -- 1,051 1,251
R. G. Holder................................................ 1,000 1,000 4,573 6,573
E. S. Kraus................................................. 200 -- 2,633 2,833
A. Labergere................................................ 46,649 -- -- 46,649
W. S. Norman................................................ 1,000 -- 1,658 2,658
K. Schlatter................................................ 35,849 61,693 3,133 100,675
C. R. Shoemate.............................................. 242,319 23,204 13,765 279,288
C. B. Storms................................................ 92,708 9,987 4,635 107,330
All directors and executive officers as a group
(33 persons)............................................. 1,134,955 210,469 96,826 1,442,250
</TABLE>
- ------------
(1) Includes all shares which may be purchased before April 30, 1997 upon the
exercise of stock options as follows: R. J. Gillespie, 19,500; A. Labergere,
24,000; K. Schlatter, 35,849; C. R. Shoemate, 150,250; C. B. Storms, 42,538;
and all directors and executive officers as a group, 577,952.
(2) Includes shares held jointly with or owned by spouses or minor children or
held in certain fiduciary capacities. K. Schlatter, C. R. Shoemate, and all
directors and executive officers as a group disclaim beneficial ownership
of, respectively, 19,693, 23,204, and 49,127 of such shares.
(3) For the executive officers, the stock units represent annual bonus deferred
and credited in the form of common stock under the Deferred Stock Unit Plan.
They are payable in cash following retirement or termination of employment.
For the outside directors, the stock units represent retainer and fees
deferred in the form of common stock under the Deferred Compensation Plan
for Outside Directors described in footnote (1) on page 7.
(4) In addition, Messrs. Gillespie, Schlatter, Shoemate and Storms have,
respectively, 2,167, 2,145, 2,143 and 2,471 shares, and all executive
officers as a group have a total of 41,719 shares, of ESOP preferred stock
allocated to their accounts in the Savings Plan.
18
<PAGE>
<PAGE>
MATTERS TO BE ACTED UPON
PROPOSAL 1. ELECTION OF DIRECTORS
The Board of Directors is divided into three classes, with one class
standing for election each year for a three-year term. In accordance with the
recommendation of its Compensation and Nominating Committee, the Board has
nominated William C. Ferguson, Leo I. Higdon, Jr., William S. Norman and Charles
R. Shoemate for reelection, each for a three-year term that will expire in 2000.
All of the nominees for election have consented to being named in this
proxy statement and to serve if elected. If, for any reason, any of the nominees
should not be a candidate for election at the meeting, the proxies will be cast
for substitute nominees designated by the Board of Directors unless the Board
has reduced its membership prior to the meeting. The Board does not anticipate
that any of the nominees will be unavailable. The nominees and the directors
continuing in office will normally hold office until the annual meeting of
stockholders in the year indicated on this and the following pages.
Biographical information concerning each of the nominees and directors
continuing in office is presented on this and the following pages.
VOTE REQUIRED
A plurality of the votes of the shares present in person or represented by
proxy at the annual meeting is required to elect directors.
- --------------------------------------------------------------------------------
CLASS II NOMINEES FOR THREE-YEAR TERMS EXPIRING IN 2000
- --------------------------------------------------------------------------------
WILLIAM C. FERGUSON
[PHOTO] Age -- 66
Director since 1988
Member of the Compensation and Nominating and Finance
Committees
FORMER CHAIRMAN AND CHIEF EXECUTIVE OFFICER OF NYNEX
CORPORATION
Mr. Ferguson retired as Chairman of NYNEX in April 1995 and as
Chief Executive Officer in December 1994. He served as vice
chairman from 1987 to 1989. Previously, Mr. Ferguson served as
President and Chief Executive Officer of NYNEX and New York
Telephone Co. He is also a director of General Re Corporation.
Mr. Ferguson is a director and former Chairman of The Business
Council of New York, Chairman of the Board of United Ways of
Tri-State, and a trustee and former Chairman of the Board of
Trustees of Albion College.
19
<PAGE>
<PAGE>
- --------------------------------------------------------------------------------
LEO I. HIGDON, JR.
[PHOTO] Age -- 50
Director since 1993
Chairman of the Audit Committee and member of the Corporate
Affairs Committee
DEAN OF COLGATE DARDEN GRADUATE SCHOOL OF BUSINESS
ADMINISTRATION AT THE UNIVERSITY OF VIRGINIA
Mr. Higdon will leave the Darden School in July 1997 to assume
the presidency of Babson College in Wellesley, Massachusetts.
He has headed the Darden School, located in Charlottesville,
Virginia, since October 1993. He joined the University of
Virginia from Salomon Brothers Inc., where he was a member of
the Executive Committee. During his 20-year career at Salomon
Brothers, Mr. Higdon served as a managing director with
responsibilities for corporate finance and mergers and
acquisitions, as the firm's vice chairman, and as its co-head
of global investment banking. He is also a director of
Crompton & Knowles Corp., Newmont Mining Corp., Newmont Gold
Co. and Africare, and is a trustee and member of the Executive
Committee of Georgetown University.
- --------------------------------------------------------------------------------
WILLIAM S. NORMAN
[PHOTO] Age -- 58
Director since 1993
Chairman of the Compensation and Nominating Committee and
member of the Corporate Affairs Committee
PRESIDENT AND CHIEF EXECUTIVE OFFICER OF THE TRAVEL INDUSTRY
ASSOCIATION OF AMERICA
Mr. Norman joined the Travel Industry Association of America
as President and Chief Executive Officer in the Fall of 1994.
Previously, he served as Executive Vice President of the
National Railroad Passenger Corp. (AMTRAK) since 1987. Mr.
Norman is also a director of the Travel Industry Association
of America, Tourism Works for America Council, The An Bryan
Foundation, the U.S. Navy Memorial Foundation, the
International Consortium for Research on the Health Effects of
Radiation and the Logistics Management Institute. He is also a
member of the Board of Visitors of The American University's
Kogod College of Business Administration.
20
<PAGE>
<PAGE>
- --------------------------------------------------------------------------------
CHARLES R. SHOEMATE
[PHOTO] Age -- 57
Director since 1988
CHAIRMAN OF THE BOARD, PRESIDENT AND CHIEF EXECUTIVE OFFICER
OF THE COMPANY
Mr. Shoemate was elected Chairman of the Board and Chief
Executive Officer in 1990. Prior to his election as President
in 1988, Mr. Shoemate served as Vice President of the Company
and President of the Corn Refining Division. Mr. Shoemate
joined the Company in 1962 and progressed through a variety of
positions in manufacturing, finance and business management.
He is also a director of CIGNA Corporation and International
Paper Co., and Chairman of the Grocery Manufacturers of
America, Inc. He is a member of The Business Roundtable, the
Committee for Economic Development, and a trustee of The
Conference Board, Inc.
- --------------------------------------------------------------------------------
CLASS III DIRECTORS CONTINUING IN OFFICE UNTIL 1998
- --------------------------------------------------------------------------------
ALFRED C. DECRANE, JR.
[PHOTO] Age -- 65
Director since 1994
Member of the Compensation and Nominating and Finance
Committees
FORMER CHAIRMAN AND CHIEF EXECUTIVE OFFICER OF TEXACO INC.
Mr. DeCrane retired as Chairman and Chief Executive Officer of
Texaco Inc. in July 1996. He was elected President of Texaco
in 1983, Chairman of the Board in 1987, and Chief Executive
Officer in 1993. He is a director of CIGNA Corporation, and
Dean Witter, Discover & Co., and Harris Corporation. He is
Co-Chairman of the United States -- Saudi Arabian Business
Council and is a trustee of the Committee for Economic
Development and The Conference Board, Inc. Mr. DeCrane is also
a member of the Board of Trustees of the University of Notre
Dame and a Managing Director of the Metropolitan Opera
Association.
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- --------------------------------------------------------------------------------
ROBERT J. GILLESPIE
[PHOTO] Age -- 54
Director since 1988
Member of the Corporate Affairs Committee
EXECUTIVE VICE PRESIDENT OF THE COMPANY
Mr. Gillespie was elected an Executive Vice President of the
Company in July 1995. He joined the Company in 1965 and in
1976 became President of Canada Starch Company, a subsidiary
of the Company. In 1980 he was elected a Vice President of the
Company and appointed President of the Corn Products Unit of
CPC North America. From 1988 to July 1995, he served as
President of the Best Foods Division and was elected a Senior
Vice President of the Company in 1991. Mr. Gillespie is a
member of the Advisory Board of the Sarah W. Stedman Center
for Nutritional Studies of Duke University.
- --------------------------------------------------------------------------------
ELLEN R. GORDON
[PHOTO] Age -- 65
Director since 1991
Member of the Compensation and Nominating and Finance
Committees
PRESIDENT AND CHIEF OPERATING OFFICER OF TOOTSIE ROLL
INDUSTRIES, INC.
Ms. Gordon was elected President and Chief Operating Officer
of Tootsie Roll Industries, Inc. in 1978. Prior to her
election as President, Ms. Gordon served as Senior Vice
President. Ms. Gordon is a member of the Dean's Council of the
Stanford University Graduate School of Business, the Board of
Fellows of the Faculty of Medicine of the Harvard Medical
School, the Dean's Council of the J. L. Kellogg Graduate
School of Management of Northwestern University, the
University of Chicago Council on the Division of the
Biological Sciences and the Pritzker School of Medicine, the
President's Export Council, the Committee of 200, and the
Committee for Economic Development.
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- --------------------------------------------------------------------------------
GEORGE V. GRUNE
[PHOTO] Age -- 67
Director since 1985
Chairman of the Finance Committee and member of the
Compensation and Nominating Committee
CHAIRMAN OF THE DEWITT WALLACE -- READER'S DIGEST FUND AND THE
LILA WALLACE -- READER'S DIGEST FUND
Mr. Grune retired as Chairman of The Reader's Digest
Association, Inc. in August 1995 and as Chief Executive
Officer in 1994, having served as Chairman and Chief Executive
Officer for ten years. He is also a director of Avon Products,
Inc., Chemical Banking Corporation and Federated Department
Stores, Inc. He is chairman emeritus of the Boys & Girls Clubs
of America, a trustee of Duke University and an overseer of
Roy E. Crummer Graduate School of Business at Rollins College.
- --------------------------------------------------------------------------------
CLASS I DIRECTORS CONTINUING IN OFFICE UNTIL 1999
- --------------------------------------------------------------------------------
THEODORE H. BLACK
[PHOTO] Age -- 68
Director since 1989
Member of the Audit and Corporate Affairs Committees
FORMER CHAIRMAN AND CHIEF EXECUTIVE OFFICER OF INGERSOLL-RAND
COMPANY
Mr. Black served as President and Chief Operating Officer of
Ingersoll-Rand Company during 1988, and as Chairman and Chief
Executive Officer until November 1993. He is a director of
General Public Utilities Corporation, McDermott International,
Inc. and Ingersoll-Rand Company.
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- --------------------------------------------------------------------------------
RICHARD G. HOLDER
[PHOTO] Age -- 65
Director since 1992
Chairman of the Corporate Affairs Committee and member of the
Audit Committee
FORMER CHAIRMAN AND CHIEF EXECUTIVE OFFICER OF REYNOLDS METALS
COMPANY
Mr. Holder served as President and Chief Operating Officer of
Reynolds Metals Company from 1988 until May 1992, and as
Chairman and Chief Executive Officer until October 1996.
Previously, he served as Executive Vice President and Chief
Operating Officer from 1986. Mr. Holder is also a director of
Universal Corp., and a member of the Board of Directors of the
Virginia Economic Development Partnership and the National
Association of Manufacturers. Mr. Holder served as chairman of
the Aluminum Association from September 1991 through December
1993.
- --------------------------------------------------------------------------------
EILEEN S. KRAUS
[PHOTO] Age -- 58
Director since 1994
Member of the Audit and Corporate Affairs Committees
CHAIRMAN OF FLEET NATIONAL BANK (CONNECTICUT)
Ms. Kraus served as Vice Chairman of Shawmut National
Corporation and President of Shawmut Bank Connecticut, N.A.
from September 1992 until December 1995. She assumed her
present position following Fleet Financial Group's completion
of its acquisition of Shawmut National Corporation in December
1995. She served as Vice Chairman of the Consumer Banking and
Marketing Groups, Shawmut National Corporation, from 1990
until September 1992 and Executive Vice President of such
Groups from 1988 until July 1990. She is a director of Kaman
Corporation, The Stanley Works, and Yankee Energy System, Inc.
Ms. Kraus is also a member of the Board and the executive
committee of Kingswood-Oxford School, and the Connecticut
Business and Industry Association.
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- --------------------------------------------------------------------------------
ALAIN LABERGERE
[PHOTO] Age -- 62
Director since 1992
Member of the Finance Committee
EXECUTIVE VICE PRESIDENT OF THE COMPANY AND PRESIDENT OF THE
CPC EUROPE DIVISION
Mr. Labergere joined the Company in 1983 and in 1990 was
appointed Vice President, Regional Operations, for the CPC
Europe Consumer Foods Division headquartered in Brussels. In
1991 he was appointed President of the CPC Europe Division and
elected a corporate Vice President. He was elected a Senior
Vice President of the Company in October 1991 and an Executive
Vice President in July 1995. Mr. Labergere is a member of the
Strategic Committee of the Confederation of the Food and Drink
Industries of the EEC (CIAA) in Brussels. He is also a member
of the Board of Trustees of the Thunderbird Graduate School of
International Management.
- --------------------------------------------------------------------------------
PROPOSAL 2. APPROVAL OF THE EXECUTIVE ANNUAL INCENTIVE PLAN
On January 21, 1997, the Board of Directors adopted, subject to stockholder
approval, the Executive Annual Incentive Plan (the 'Plan'). The purpose of the
Plan is to promote the financial success of the Company by providing annual
incentive compensation to certain designated senior executives based on
pre-established performance goals so that payments qualify as 'performance
based' compensation under Section 162(m) of the Internal Revenue Code. Without
stockholder approval, these payments would be included in the calculation of the
$1 million limit on deductible compensation under Section 162(m). The main
features of the Plan are described below, and the complete text of the Plan
appears as the Exhibit to this proxy statement.
ADMINISTRATION
The Plan will be administered by the Compensation and Nominating Committee
of the Board (the 'Committee'), or any other compensation committee designated
by the Board which consists solely of two or more 'outside directors' within the
meaning of Section 162(m).
COVERED EMPLOYEES AND ANNUAL INCENTIVE TARGETS
The Committee will designate the executives who are covered under the Plan
for a calendar year (the 'Covered Employees'). Such executives would be those
individuals who, in the Committee's opinion, may be subject to Section 162(m).
These executives will include the chief executive officer and the other officers
who are most likely to be among the five most highly compensated executive
officers of the Company. The Committee will establish an annual incentive award
target for each Covered Employee within ninety days after the beginning of each
calendar year. The target for each Covered Employee will be based on
25
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<PAGE>
selected performance-based financial results for the Company or a division,
subsidiary or other business unit of the Company, and may be different for each
Covered Employee. The Committee will establish the targets based on one or more
of the following: earnings per share; operating income; net income; cash flow;
assets level; total stockholder return; return on assets; return on equity;
sales growth; economic value added; or Company common stock price.
The Committee may adjust the targets for a particular year to account for
extraordinary events which may affect the performance determination of a Covered
Employee, in order to avoid distortions in the operation of the Plan. Examples
of such events include: special charges and other extraordinary items;
significant acquisitions or divestitures; or currency fluctuations.
The Plan provides that the maximum award target that could be established
for a Covered Employee for any year is $4 million. The Committee may not
increase a target award but may, in its discretion, lower the target for any
Covered Employee for any year.
PAYMENT OF AWARDS
Awards will be paid in the year following the year for which the award
target was established. Before an award is paid, the Committee will certify the
extent to which a Covered Employee has satisfied the performance target. No
award may exceed the established award target, but the Committee has full
discretion to reduce any award to an amount below the award target. Awards are
payable in cash but a Covered Employee may defer all or a portion of an award.
OTHER PLANS
Each Covered Employee will receive only the annual incentive award, if any,
under the Plan and will not be eligible to receive an award under the Corporate
Bonus Plan, the Operations Bonus Plan or any other plans (the 'Bonus Plans').
However, the Committee can decide not to establish an annual incentive award
target under the Plan for any Covered Employee for a given year and also
determine that such Covered Employee is eligible to receive an award under a
Bonus Plan for that year.
AMENDMENT AND TERMINATION
The Board may amend or terminate the Plan at any time. However, the Board
may not, without stockholder approval, amend the Plan to remove Plan
administration from a committee of the Board consisting solely of two or more
outside directors; change Plan eligibility to other than the Covered Employees;
or revise the provisions which establish the Plan's compliance with the
conditions of Section 162(m). The Board may, without stockholder approval, amend
the Plan to ensure continued compliance with Section 162(m).
EFFECTIVE DATE
The Plan is effective January 1, 1997. No award under the Plan will be paid
unless stockholders approve the Plan prior to payment. If the Plan is not
approved by the stockholders, executives who would otherwise be Covered
Employees would continue to be eligible to receive awards under the Bonus Plans.
Such awards would not be deductible under
26
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<PAGE>
Section 162(m) to the extent that, when combined with other non-performance
based compensation, they exceed the statutory limit.
Based on the Company's interpretation of existing federal tax law,
including the regulations under Section 162(m), all awards paid under the Plan
will be deductible by the Company.
There are currently six executives, including the named executive officers,
who would be eligible for awards under the Plan in 1997. The Committee has not
determined the award targets under the Plan for 1997, but will do so by March
31, 1997. Amounts paid under the Bonus Plans for 1996 to the named executive
officers are shown in the Bonus column of the Summary Compensation Table on page
14.
VOTE REQUIRED
The affirmative vote of a majority of the shares present or represented by
proxy at the annual meeting is required for approval of the Plan.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THIS PROPOSAL.
- --------------------------------------------------------------------------------
PROPOSAL 3. RATIFICATION OF APPOINTMENT OF AUDITORS
The Board of Directors, in accordance with the recommendation of its Audit
Committee, has appointed KPMG Peat Marwick LLP ('KPMG') as independent auditors
in respect of the Company's operations in 1997, subject to ratification by the
stockholders. A partner of KPMG will be present at the stockholders' meeting and
will have an opportunity to make a statement and respond to appropriate
questions. KPMG also performs non-audit services for the Company.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THIS PROPOSAL.
- --------------------------------------------------------------------------------
OTHER BUSINESS
The Board of Directors knows of no other matters to be brought before the
meeting. However, if other proposals are properly presented, the persons named
in the accompanying proxy will vote upon them in accordance with their best
judgment.
PROPOSALS FOR THE 1998 ANNUAL MEETING
It is anticipated that the 1998 annual meeting of stockholders will be held
on Thursday, April 23, 1998. The Secretary of the Company must receive
stockholder proposals for inclusion in the Company's proxy statement for that
meeting no later than November 11, 1997. Additionally, under the Company's
By-laws, any other business, including the nomination of candidates for
director, may be presented at the meeting by a stockholder only if the Secretary
of the Company receives a written notice identifying such business or
candidates not earlier than January 23 nor later than February 20, 1998. Any
stockholder may receive a copy of the By-laws without charge upon written
request to the Secretary.
27
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ADDITIONAL INFORMATION
If you plan to attend the annual meeting, please complete the reservation
form on the back cover and return it either with your proxy card or directly to
the Company at the address indicated on the reservation form.
The rules of the Securities and Exchange Commission require that an annual
report accompany or precede the proxy materials. However, no more than one
annual report need be sent to the same address. If you receive more than one
annual report and you wish to reduce the number of annual reports you receive,
please mark the Discontinue Annual Report Mailing box in the Special Action area
on the proxy card.
PLEASE COMPLETE THE ENCLOSED PROXY CARD AND MAIL IT IN THE ENCLOSED
POSTAGE-PAID ENVELOPE AS SOON AS POSSIBLE.
By order of the Board of Directors,
John B. Meagher
John B. Meagher
Secretary
28
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<PAGE>
EXHIBIT
CPC INTERNATIONAL INC.
EXECUTIVE ANNUAL INCENTIVE PLAN
SECTION 1. PURPOSE
The purpose of the CPC International Inc. Executive Annual Incentive Plan
is to promote the financial success of the Company by providing an incentive
compensation plan based on preestablished performance goals to certain
designated senior executives of CPC International Inc. and its subsidiaries. It
is intended that compensation paid under the Plan be deductible to the maximum
extent allowable under Section 162(m) of the Internal Revenue Code.
SECTION 2. DEFINITIONS
'Board' or 'Board of Directors' means the Board of Directors of CPC
International Inc.
'Code' means the Internal Revenue Code of 1986, as amended from time to
time.
'Committee' means the Compensation and Nominating Committee of the Board,
or any other compensation committee designated by the Board, provided that the
Committee shall consist solely of two or more outside directors, within the
meaning of Section 162(m) of the Code.
'Company' means CPC International Inc.
'Covered Employee' means those individuals who in the opinion of the
Committee may be covered by Section 162(m) of the Code.
'Plan' means this CPC International Inc. Executive Annual Incentive Plan.
SECTION 3. COVERED EMPLOYEES AND ANNUAL INCENTIVE AWARD TARGETS
(a) The Committee shall designate the persons who are Covered Employees for
a calendar year and shall establish in writing an annual incentive award target
for each Covered Employee no later than 90 days after the beginning of that
calendar year (or such other date as may be required or permitted by Section
162(m) of the Code to establish annual incentive award targets).
(b) The annual incentive award target for each Covered Employee shall be
based on selected performance-based financial results for the Company or a
division, subsidiary or other business unit of the Company. Such selected
measures may be different for different Covered Employees. The Committee, giving
due regard to circumstances as it deems appropriate, shall establish the targets
based on one or more of the following: earnings per share; operating income; net
income; cash flow; assets level; total stockholder return; return on assets;
return on equity; sales growth; economic value added; or Company common stock
price.
E-1
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<PAGE>
(c) The Committee may adjust the targets established for a particular year,
to the extent consistent with Section 162(m) of the Code, to account for
extraordinary events which may affect the determination of performance by the
Covered Employee, in order to avoid distortions in the operation of the Plan.
Such events may include, without limitation, special charges and other
extraordinary items; significant acquisitions or divestitures; or currency
fluctuation.
(d) The maximum annual incentive award target that may be established for a
Covered Employee for any year is $4 million. The Committee is precluded from
increasing the foregoing award target, but may exercise its discretion to lower
such target for any Covered Employee for any year.
(e) Awards shall be payable in the year following the year in which the
award target was established and to which the award target relates. Awards under
this Section 3 are payable solely on account of the attainment of the
performance goals established by the Committee for the year. Prior to payment of
an award, the Committee shall certify in writing (through approved minutes of a
meeting or in such other manner which satisfies the requirements of Section
162(m) of the Code) the extent to which the Covered Employee has satisfied the
performance goals established pursuant to subsection (a). The Committee may not
increase any award above the dollar amount authorized as the award target for
any year, but has full discretion to reduce the actual award to be paid from the
originally established target. Awards shall be paid in cash, except to the
extent that a Covered Employee defers all or a portion of his payment pursuant
to the CPC International Inc. Deferred Compensation Plan or the CPC
International Inc. Deferred Stock Unit Plan or successor plans.
(f) It is contemplated that each Covered Employee shall receive the annual
incentive award, if any, under this Plan and, accordingly, will not be eligible
to receive an incentive award under the CPC International Inc. Corporate Bonus
Plan or the CPC International Inc. Operations Bonus Plan or successor plans. The
Committee shall have the discretion to establish no annual incentive award
target under this Plan for a Covered Employee for a given year and to determine
whether such Covered Employee shall receive an incentive award under either the
Corporate or Operations Bonus Plan or successor plans.
SECTION 4. GENERAL PROVISIONS
4.1 ADMINISTRATION
The Plan shall be administered by the Committee. The Committee may appoint
subcommittees or individuals (who may be Company employees other than Covered
Employees) to assist it in carrying out administrative duties and
responsibilities. The Committee shall have sole and complete authority and
discretion to adopt, alter and repeal administrative rules, guidelines and
practices governing the operation of the Plan, to decide questions of fact under
the Plan, and to interpret and apply the terms and provisions of the Plan in all
respects.
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4.2 NO CONTRACT OF EMPLOYMENT
Participation in the Plan shall not be deemed to be a contract of
employment between the Company and any Covered Employee or to give any Covered
Employee the right to be retained in employment.
4.3 EFFECTIVE DATE
The Plan shall be effective as of January 1, 1997, subject to approval by
the stockholders of the Company. No award under the Plan shall be paid unless
such approval is obtained prior to payment.
4.4 AMENDMENT AND TERMINATION
The Board may amend, suspend or terminate the Plan or any portion thereof
at any time, except that no amendment shall be made without stockholder approval
which (i) removes the administration of the Plan from a committee of the Board
consisting solely of two or more outside directors; (ii) changes Plan
eligibility to other than the Covered Employees; or (iii) revises the provisions
of Section 3 which establish the Plan's compliance with the conditions of
Section 162(m) of the Code. Notwithstanding the foregoing exceptions, the Board
may amend the Plan to the extent necessary to ensure continued compliance with
Section 162(m) of the Code and administrative rules and regulations issued
thereunder.
4.5 WITHHOLDING
Payment of awards under the Plan shall comply with all applicable tax and
payroll withholding requirements and the Company shall have the right to
withhold any cash or property necessary to satisfy such requirements.
4.6 GOVERNING LAW
The Plan shall be construed, regulated and administered under the laws of
the State of Delaware.
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RESERVATION FORM FOR ANNUAL MEETING
If you plan to attend the CPC International Inc. annual meeting of
stockholders to be held at Tamcrest Country Club, Route 9W, Montammy Drive,
Alpine, New Jersey, at 9:30 A.M. on Thursday, April 24, 1997, you may use this
form to request an admission ticket. Please use the envelope provided for the
return of your proxy card to return this form or you may mail it directly to C.
B. Magarro, Assistant Secretary, International Plaza, P.O. Box 8000, Englewood
Cliffs, New Jersey 07632-9976.
I plan to attend the meeting. Please send me an admission ticket for the
number of persons indicated below.
Name ___________________________________________________________________________
Address ________________________________________________________________________
City, State ________________________________________ Zip Code __________________
Number of persons attending ____________________________________________________
<PAGE>
<PAGE>
x APPENDIX 1
P
R
O
X
Y
CPC INTERNATIONAL INC.
Proxy Solicited on Behalf of the Board of Directors of
the Company for Annual Meeting on April 24, 1997
The undersigned hereby appoints CHARLES R. SHOEMATE, CLIFFORD B. STORMS and JOHN
B. MEAGHER, as Proxies, each with the power to appoint his substitute, and
hereby authorizes each of them to represent and to vote, as designated on the
reverse side hereof, all the shares of common and ESOP preferred stock of CPC
International Inc. which the undersigned is entitled to vote at the annual
meeting of stockholders to be held at Tamcrest Country Club, Route 9W, Montammy
Drive, Alpine, New Jersey on April 24, 1997 at 9:30 A. M., local time, or any
adjournment thereof, and in their discretion, upon any other matters which may
properly come before the meeting.
Election of four Directors, each for a term of three years.
Nominees:
William C. Ferguson
Leo I. Higdon, Jr.
William S. Norman
Charles R. Shoemate
(Change of Address)
(If you have written in the above space, please mark the corresponding box on
the reverse side of this card)
SEE REVERSE
SIDE
Printed on Recycled Paper
s Fold and Detach Here s
IMPORTANT: PLEASE VOTE AND SIGN YOUR
PROXY AND RETURN IT IN THE ENVELOPE PROVIDED
CPC INTERNATIONAL INC.
Annual Meeting of Stockholders
April 24, 1997
9:30 A.M.
Tamcrest Country Club
Route 9W, Montammy Drive
Alpine, New Jersey
<PAGE>
<PAGE>
6654
Please mark your
votes as in this
example.
This proxy when properly executed will be voted in the manner directed herein by
the undersigned stockholder. If no direction is made, this proxy will be voted
FOR proposals 1, 2 and 3. The ESOP Trustee shall vote unallocated ESOP preferred
stock as directed on this proxy by the participant.
The Board of Directors recommends a vote FOR Proposals 1, 2 and 3.
1. Election of
Directors
(see reverse)
FOR WITHHELD
For, except vote withheld from the following nominee(s):
FOR AGAINST ABSTAIN
2. Approval of the Executive Annual Incentive Plan
3. Appointment of KPMG Peat Marwick LLP as Independent Auditors
Special Action
Discontinue Annual Report
Mailing for this Account
Change of
Address on
Reverse Side
Please date, sign exactly as name appears hereon and return promptly in the
enclosed envelope. When shares are held by joint tenants, both should sign. When
signing as attorney, executor, administrator, trustee or guardian, please give
full title as such. If a corporation, please sign in full corporate name by
president or other authorized officer. If a partnership, please sign in
partnership name by authorized person.
SIGNATURE (S) DATE
s Fold and Detach Here s
