<PAGE>
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:
[X] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[_] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
CUBIC CORPORATION
- - --------------------------------------------------------------------------------
(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] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
[_] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
-------------------------------------------------------------------------
(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.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
<PAGE>
LOGO OF CUBIC CORPORATION
PRINCIPAL EXECUTIVE OFFICE
9333 BALBOA AVENUE
SAN DIEGO, CALIFORNIA 92123
To Cubic Shareholders:
Cubic Corporation's 1996 Annual Meeting will be held in the Crystal Room at
the Handlery Hotel & Country Club, at 950 Hotel Circle North, San Diego,
California 92108, on February 13, 1996, at 10:30 a.m. Pacific Standard Time.
The formal notice and proxy statement follow.
The Directors and Officers of the Corporation invite your attendance at the
meeting. Whether or not you plan to attend the meeting, however, we would
appreciate your completing and returning the accompanying proxy which, of
course, may be revoked at any time before it is used.
The Corporation's 1995 Annual Report is enclosed herewith.
Sincerely yours,
/s/ Walter J. Zable
Walter J. Zable
Chairman of the Board
January 12, 1996
<PAGE>
TO ENSURE YOUR REPRESENTATION AT THE MEETING,
PLEASE DATE, SIGN AND MAIL PROMPTLY
THE ENCLOSED PROXY, FOR WHICH
A RETURN ENVELOPE IS PROVIDED.
LOGO OF CUBIC CORPORATION
NOTICE OF ANNUAL MEETING
The Annual Meeting of Shareholders of Cubic Corporation will be held in the
Crystal Room at the Handlery Hotel & Country Club, at 950 Hotel Circle North,
San Diego, California 92108, on February 13, 1996, at 10:30 a.m. Pacific
Standard Time, for the following purposes:
1. To elect seven Directors for the ensuing year.
2. To authorize an amendment to Article 4 of the Certificate of
Incorporation to eliminate the authorized preferred stock of the
Corporation and to reduce the authorized common stock of the Corporation
from 20,000,000 shares to 15,000,000 shares; and
3. To transact such other business as may properly come before the
meeting.
Shareholders of record at the close of business on January 5, 1996 will be
entitled to vote at the meeting. The transfer books will not be closed.
By Order of the Board of Directors
/s/ William C. Stewart, Jr.
William C. Stewart, Jr.
Secretary
San Diego, California
January 12, 1996
<PAGE>
LOGO CUBIC CORPORATION
PRINCIPAL EXECUTIVE OFFICE
9333 BALBOA AVENUE
SAN DIEGO, CALIFORNIA 92123
PROXY STATEMENT
Proxies in the form enclosed with this statement are solicited by the Board
of Directors of Cubic Corporation for use at the Annual Meeting of
Shareholders of the Corporation to be held in San Diego, California, on
February 13, 1996. Execution of a proxy will not in any way affect a
shareholder's right to attend the meeting and vote in person, and any
shareholder giving a proxy has the right to revoke it at any time before it is
exercised by filing with the Secretary of the Corporation a written revocation
or duly executed proxy bearing a later date. The Proxy will be suspended if
the shareholder is present at the meeting and elects to vote in person.
OUTSTANDING SHARES AND VOTING RIGHTS
The voting securities of the Corporation consist of its Common Stock,
without Par Value, of which 5,987,466 shares are outstanding at December 15,
1995 (after deducting 1,938,148 shares held as Treasury Shares).
Only shareholders of record on the books of the Corporation at the close of
business on January 5, 1996 will be entitled to vote at the meeting. Each such
holder of common shares is entitled to one vote for each said share. Votes
will be counted by the Inspector of Elections. Abstentions, broker-nonvotes
and proxies without authority to vote will not be counted in votes cast.
The approximate date on which the proxy statement and form of proxy are
first being sent or given to security holders is January 12, 1996.
ELECTION OF DIRECTORS
Seven Directors comprise the authorized membership of the Board of Directors
of the Corporation. Seven Directors are to be elected by a plurality vote at
the Annual Meeting, each to hold office for the term of one year and until his
successor is elected. Proxy holders will, unless authorization to do so is
withheld, vote the proxies received by them for the reelection of the
following Directors, now in office, in accordance with this proxy
authorization, reserving the right, however, to distribute their votes of
uncommitted proxies among the management nominees in their discretion.
IDENTIFICATION OF DIRECTORS
Walter J. Zable, 80, Director since 1951. Chairman of the Board, President
and Chief Executive Officer, and Chairman of the Executive Committee.
Walter C. Zable, 49, Director since 1976. Vice Chairman of the Board, Member
of the Executive Committee, and Vice President. Formerly President of Cubic
Automatic Revenue Collection Group, a wholly-owned subsidiary. Prior thereto
performed various management functions at the Corporation's former subsidiary,
United States Elevator Corp.
Jackson D. Arnold, 83, Director since 1974. Retired Admiral United States
Navy, Member of the Audit and Compliance, the Executive, and the Executive
Compensation Committees.
<PAGE>
Robert T. Monagan, 75, Director since 1986. Chairman of the Executive
Compensation Committee and Member of the Nominating Committee. Former
President of the California Manufacturers Association. Chairman of the
California State World Trade Commission. Former Speaker of the California
State Assembly. Director of Delta Dental and Sutter Health Systems.
Raymond E. Peet, 75, Director since 1987. Retired Vice Admiral United States
Navy, Chairman of the Audit and Compliance Committee, Member of the Executive
and the Nominating Committees. Member of Board of Consultants to the
Comptroller General of the United States, Past Chairman of the Board of
Overseers of the University of California at San Diego, and Chairman of the
Board of Directors of the Price Real Estate Investment Trust.
Richard G. Duncan, 86, Director since 1991. Member of the Nominating and the
Audit and Compliance Committees. Retired Executive Vice President of Dun &
Bradstreet, Inc., President of its Business Information Division, and member
of its Board of Directors. Retired Director of Provident Savings Bank,
Riverside, California.
William W. Boyle, 61, Director since 1995. Vice President of Finance and
Chief Financial Officer. Member of the West Coast Advisory Board of Protection
Mutual Insurance Company.
BOARD OF DIRECTORS AND BOARD COMMITTEES
During the fiscal 1995, five meetings of the Board of Directors were held.
Each of the incumbent Directors attended 75% or more of the aggregate of (1)
the total number of Board meetings and (2) the total number of meetings held
by all Board Committees on which he served. Outside Directors, other than
Jackson D. Arnold and Raymond E. Peet, are paid fees of $1,500 for attendance
at each meeting of the Board and $1,000 for attendance at each meeting of any
Committee of which a Director is a Member. Jackson D. Arnold and Raymond E.
Peet each receive a flat annual fee of $12,000 because of their more extensive
services as Members of the Executive Committee. Salaried employees of the
Corporation who are Directors are not separately compensated for their
services as Directors, but all Directors are reimbursed for travel expenses,
if incurred, for attendance at meetings.
AUDIT AND COMPLIANCE COMMITTEE
Members of this Committee are Raymond E. Peet, Chairman, Jackson D. Arnold,
and Richard G. Duncan. It held two meetings during the fiscal year. The
Committee advises and assists the Corporation's Chief Financial Officer in
making periodic overall reviews of the Corporation's internal controls and
financial statements, reviews legal matters and Hotline activities, meets
periodically with the Corporation's independent auditors to discuss their
audit activities and recommends to the Board of Directors independent auditors
for appointment for the Corporation's annual audit, and advises and provides
oversight of the Corporation's Internal Audit activities and other programs.
EXECUTIVE COMPENSATION COMMITTEE
Members of this Committee are Robert T. Monagan, Chairman, and Jackson D.
Arnold. It held one meeting during fiscal 1995. The Committee approves salary
and/or other compensation adjustments for the benefit of the Corporation's
Officers.
NOMINATING COMMITTEE
Members of the Committee are, Robert T. Monagan, Raymond E. Peet and Richard
G. Duncan. Two meetings were held during fiscal 1995. The Committee will not
consider shareholder nominations.
2
<PAGE>
OWNERSHIP OF COMMON STOCK
The following table sets forth information with respect to persons known to
the Corporation to be the beneficial owner of more than 5% of the
Corporation's outstanding Common Stock (after deduction of Treasury Shares):
<TABLE>
<CAPTION>
AMOUNT PERCENT
TITLE BENEFICIALLY OF
OF CLASS NAME AND ADDRESS OWNED OWNED
-------- ---------------- ------------ -------
<S> <C> <C> <C>
Common Walter J. Zable 2,452,891 40.97%
P. O. Box 1525
Rancho Santa Fe
California 92067
</TABLE>
The following table sets forth information with respect to beneficial
ownership of the Corporation's Common Stock by Directors and all Officers and
Directors as a group as of December 6, 1995. In each case where such number of
shares exceeds 1% of the securities of such class outstanding on the record
date (after deduction of Treasury Shares), the percentage of such class is
indicated in parentheses. Except as indicated, each individual named has sole
investment and voting power with respect to the securities shown.
<TABLE>
<CAPTION>
AMOUNT
BENEFICIALLY
OWNED
DIRECTLY OR
NAME INDIRECTLY**
---- -------------
<S> <C>
Walter J. Zable (40.97%)*................................... 2,452,891***
Raymond E. Peet............................................. 2,000
Jackson D. Arnold........................................... 7,700
Richard G. Duncan........................................... 800
Walter C. Zable............................................. 54,142****
Robert T. Monagan........................................... 500
All Officers and Directors
as a Group (18) (42.24%)................................... 2,529,098
</TABLE>
- - --------
* By virtue of his beneficial share ownership, Mr. Zable may be deemed to
be a "Control" person of the Corporation as that term is described under
the Securities Exchange Act of 1934.
** All shares of common stock indicated as being beneficially owned are
owned directly except for Walter J. Zable and Walter C. Zable.
*** Walter J. Zable's shares are beneficially owned through Trusts and a
public benefit charitable corporation, the terms of which establish sole
voting power in Mr. Zable.
**** A portion of the shares of Walter C. Zable are owned indirectly through a
Trust, the terms of which establish sole voting power in Mr. Zable.
Walter C. Zable is the son of Walter J. Zable.
Although it is not contemplated that any nominee will be unable to serve as
a Director, in such event the proxies will be voted by the proxy holders for
such other persons as may be designated by the Board of Directors.
3
<PAGE>
AMENDMENT OF CERTIFICATE OF INCORPORATION
The Corporation annually pays a franchise tax to the State of Delaware based
on the total number of shares authorized to be issued by its Articles of
Incorporation. Currently, although there are 7,925,614 shares of common stock
issued and outstanding (including 1,938,148 shares of common stock held by the
Corporation as Treasury Shares), and there are no preferred shares issued or
outstanding, Article 4 of the Articles of Incorporation of Cubic Corporation
authorize the issuance of a total of 21,000,000 shares of which 20,000,000 are
common stock without par value and 1,000,000 are preferred shares without par
value. Thus, the Corporation is taxed annually on the basis of the combined
21,000,000 authorized common and preferred shares rather than on the 7,925,614
shares of common stock actually issued and outstanding.
By eliminating the authorization for preferred shares and reducing the
number of common shares authorized to 15,000,000 thereby reducing the combined
total number of shares authorized from 21,000,000 to 15,000,000, the
Corporation would realize a savings of the Delaware franchise tax of $30,000
annually. This would be accomplished by amending the Articles of Incorporation
to eliminate the authorization for preferred shares and to reduce the
authorized number of shares of common stock to 15,000,000. The reduction in
the authorized shares will have no effect on the issued and outstanding common
stock.
The Board of Directors at a meeting held April 27, 1995, adopted resolutions
to amend, subject to stockholder approval, Article 4. of the Corporations'
Certificate of Incorporation to eliminate the authorization for preferred
shares and to reduce the total number of authorized common shares from
20,000,000 to 15,000,000. Other than eliminating the authorization for
preferred shares and reducing the number of authorized shares of common stock,
the amendment in no way changes the Corporation's Certificate of
Incorporation.
THE BOARD OF DIRECTORS RECOMMENDS APPROVAL OF THE AMENDMENT TO THE
CERTIFICATE OF INCORPORATION. AN AFFIRMATIVE VOTE OF AT LEAST A MAJORITY OF
THE OUTSTANDING SHARES IS NECESSARY FOR APPROVAL.
4
<PAGE>
EXECUTIVE COMPENSATION AND OTHER INFORMATION
The following table sets forth all cash compensation paid for services
rendered in all capacities to the Corporation and its subsidiaries during or
with respect to the 1995 fiscal year to the Chief Executive Officer and the
four most-highly compensated Executive Officers of the Corporation whose
compensation exceeded $100,000:
<TABLE>
<CAPTION>
ANNUAL COMPENSATION
------------------------------
BASE OTHER ANNUAL LONG TERM
NAME POSITION SALARY BONUS COMPENSATION COMPENSATION
---- -------- -------- -------- ------------ ------------
(A) (B)(E) (C) (D)
<S> <C> <C> <C> <C> <C> <C>
W. J. Zable Chairman of the Board, 1995 $500,000 $75,000 $43,914 $95,000
President and 1994 $500,000 $75,000 $44,080 $95,000
Chief Executive Officer 1993 $506,710 $75,000 $44,120 $95,000
W. W. Boyle Vice President of Finance 1995 $274,005 $30,000 $24,044
and Chief Financial 1994 $249,908 $30,000 $26,405
Officer 1993 $230,000 $30,000 $26,395
R. L. deKozan Vice President of Cubic 1995 $266,100 $35,000 $14,100
Corp. and Chairman of the 1994 $242,839 $35,000 $21,892
Board of CARCG* 1993 $223,500 $35,000 $21,932
W. C. Zable Vice Chairman of the 1995 $241,577 $25,000 $25,004
Board and Vice President 1994 $230,577 $25,000 $32,953
of Cubic Corporation 1993 $219,946 $25,000 $32,993
J. A. Walker President of Cubic 1995 $206,144 $215,463 $ 5,400
Applications, Inc. 1994 $ 93,344 $139,654 $0
</TABLE>
- - --------
(A) Amounts shown include cash compensation earned and received as well as
earned and deferred at the election of the Officers.
(B) Amounts shown include bonus cash compensation earned for each fiscal year
whether received or deferred at the election of the Officer.
(C) Amounts shown reflect the individual's interest in the Corporation's
contribution for fiscal 1995 to the Corporation's Employees' Profit
Sharing Plan, premiums for executive life insurance coverage in accordance
with I.R.S. tables, and automobile allowances.
(D) The split-dollar insurance plan, described below, initiated for the
benefit of the shareholders, requires the Officer to make contributions
toward acquisition of the life insurance. In October 1992, to offset the
cost, including taxes, of the insurance contribution by Mr. Zable, the
Board of Directors adopted a supplemental executive compensation program
under the terms of which a predetermined sum would be paid annually. The
amounts set forth above are the annual payments under this program.
Payments may be discontinued at any time by the Board of Directors.
(E) Mr. Walker joined Cubic Corporation through the acquisition of the Titan
Applications and Titan Services International Divisions of the Titan
Corporation in April 1994. His compensation package includes certain
performance-based incentives which were in place at the time of
acquisition and have been continued to date.
The remuneration shown for the named individuals includes deferred
compensation under the Corporation's Deferred Compensation Plan. Under the
Plan, selected key employees of the Corporation, including Officers, may defer
all or any part of their compensation until termination of employment with the
Corporation. The deferred compensation is held in the general funds of the
Corporation and credited to the account of the employee. Each account is
credited with interest at the rate set by the Secretary of the United States
Treasury.
The Corporation provides all full-time employees with life insurance
coverage up to $50,000, depending on their rate of compensation, and
executives of the Corporation with $150,000 of life insurance. In addition,
5
<PAGE>
executives are provided, at their option, with additional life insurance in an
amount of 1, 2, 3, or 4 times the executive's salary, at the executive's
option, up to a total maximum of $500,000, all of the premiums for such
additional insurance being paid solely by each electing executive. Currently,
premiums not paid by the executive for all life insurance coverage are treated
as compensation to those executives in accordance with Internal Revenue
Service Tables, and are included in the cash compensation shown.
The remuneration shown for the named individuals includes their interest in
the Corporation's contribution for fiscal 1995 to the Corporation's Employees'
Profit Sharing Plan. The Plan is for employees of the Corporation and its
subsidiaries. The amount of the Corporation's annual contribution is
determined by the Board of Directors in its sole discretion. The Plan also
allows employees to make voluntary contributions of up to 10% of their
compensation to the Plan. Employees, including executives, are permitted,
pursuant to the provisions of the Plan, to defer pre-tax up to 10% of their
compensation up to a maximum amount allowed by the Internal Revenue Code
depending upon the amount of that compensation in addition to the after-tax
contributions referred to above. These pre-tax deferrals made by the named
individuals are also included in the compensation shown above. The
Corporation's annual and the employee's voluntary contributions to the Plan
are made to various funds held by an insurance company. Each employee is given
investment discretion over the voluntary contributions allocated to his or her
account.
The compensation shown does not include contributions by the Corporation
under its non-contributory Employees' Pension Plan because the amount of such
contributions in respect to a specified person are not and cannot be readily
calculated. Additional information regarding the Corporation's Employees'
Pension Plan is set forth below:
The Corporation maintains a defined benefit Pension Plan for most of its
employees and the employees of its subsidiaries. The Corporation's
contributions to its Plan are distributed to various funds held by an
insurance company and are determined for the total of all participants covered
by the Plan. Therefore, the amount of contribution in respect to a specified
person is not and cannot be readily calculated. The Corporation's contribution
to the Plan for 1995 amounts to approximately 2.5% of the participants'
remuneration. Generally, all participants in the Plan earn the right to
receive a monthly pension at the normal retirement date at age 65 in an amount
equal to 1/12th of 3/4ths of 1% of their earnings including bonuses since
1974. Most Officers and Directors of the Corporation who are salaried have
been participants and have been credited with years of service for each year
since the Plan has been in existence. Most regular employees, including
Officers, participate in the non-contributory Pension Plan of the Corporation,
subject to the terms and conditions of the Plan. The benefits to be paid under
the Pension Plan are not subject to adjustments for Social Security benefits
or other offsets.
<TABLE>
<CAPTION>
ESTIMATED ANNUAL BENEFITS UNDER THE CUBIC CORPORATION PENSION PLAN
---------------------------------------------------------------------------------
AT RETIREMENT AGE OF 65
AVERAGE YEARS OF SERVICE
ANNUAL -------------------------------------------------------------
COMPENSATION 10 20 30 40
------------ ------- ------- ------- -------
<S> <C> <C> <C> <C>
$ 50,000 $ 3,750 $ 7,500 $11,250 $15,000
100,000 7,500 15,000 22,500 30,000
150,000 11,250 22,500 33,750 45,000
200,000 15,000 30,000 45,000 60,000
</TABLE>
The years of credited service in the Corporation's Pension Plan for the
listed individuals are: 46 years for W. J. Zable, 35 years for R. L. DeKozan,
33 years for W. C. Zable, 13 years for W. W. Boyle, and 3 years for W. E.
Fairbanks.
The Corporation also provided to certain Executive Officers certain normal
management fringe benefits, including financial counseling and club
memberships, which are not included in the above Table. An undetermined part
of these benefits might have been used for personal purposes in an amount
which cannot be reasonably determined. It has been concluded that the
aggregate amounts of any such benefits are not material and do not, in any
event, exceed the lesser of $50,000 or 10% of the compensation reported as to
each person specified and, in any case, the aggregate amount of such other
compensation is the lesser of $25,000 times the number of persons in the group
or 10% of the compensation reported above for the group.
6
<PAGE>
In October 1992, a trust, established by the principal shareholders of the
Corporation, Mr. and Mrs. Walter J. Zable, entered into an agreement with the
Corporation whereby the Corporation agreed to make advances of premiums
payable on a split-dollar life insurance policy purchased by the trust on the
life of Mrs. Zable. The agreement is so designed that if the assumptions made
as to mortality experience, policy dividends and other factors are realized,
at the demise of Mrs. Zable the Corporation will recover all of its insurance
premium payments as well as other costs associated with the policy. The
advances are secured by a collateral assignment of the policy to the Company.
The agreement is intended to prevent the possibility of a large block of the
Corporation's common shares being put on the market, to the detriment of the
share price, in order for the beneficiaries to pay estate taxes. The
Corporation may cause the agreement to be terminated and the policy to be
surrendered at any time. The difference between policy premiums and other
payments and the increase in the cash surrender value of the policy has been
expensed in the year incurred. The amounts expensed related to the policy were
a net $390,000, $503,000, and $467,000 in 1995, 1994, and 1993 respectively.
However, should the policy be held to maturity, all payments advanced to carry
the policy will be returned. Further, should the policy be held for ten years,
the Corporation estimates that the cash surrender value will exceed all
payments made, and amounts previously expensed in the early years of the
policy will have been reversed.
PERFORMANCE GRAPH
COMPARISON OF 5-YEAR CUMULATIVE TOTAL RETURN
OF COMPANY, INDUSTRY INDEX AND BROAD MARKET
PERFORMANCE GRAPH APPEARS HERE
<TABLE>
<CAPTION>
Measurement Period INDUSTRY BROAD
(Fiscal Year Covered) CUBIC CP INDEX MARKET
- - --------------------- --------------- --------- -------
<S> <C> <C> <C>
Measurement Pt-1990 $100.00 $100.00 $100.00
FYE 1991 $116.22 $125.81 $130.82
FYE 1992 $ 92.56 $136.55 $139.68
FYE 1993 $135.65 $184.37 $164.92
FYE 1994 $128.30 $194.03 $173.03
FYE 1995 $166.47 $246.24 $209.04
</TABLE>
The above graph compares the performance of Cubic Corporation with that of
the Media General Composite Index and a peer group comprised of companies in
the Federal Trade Commission SIC Code 3812, Search, Detection, Navigation and
Guidance Devices, which is a published industry group. The chart assumes that
$100 was invested on October 1, 1990, in each of Cubic Corporation, the Media
General Composite Index and the peer group index, and compares the return on
investment as of September 30th of each of the following five years. The
return on investment represents the change in the fiscal year-end stock price
plus reinvested dividends.
EXECUTIVE COMPENSATION COMMITTEE REPORT
The Executive Compensation Committee of the Board of Directors has the
responsibility for executive compensation programs and the evaluation of the
Corporation's Executive Officers. It is the Committee's responsibility to
determine the compensation of the Corporation's Chief Executive Officer and
the other Executive Officers taking into consideration individual and
corporate performance, performance of competitors and other similar businesses
and relevant compensation data.
7
<PAGE>
The Corporation's compensation policy is to evaluate the relative
contributions of its Executive Officers and to compensate them fairly in
relation to their individual contributions to the overall performance of the
Corporation.
Taking into consideration the pay practices of companies in similar
businesses in a reasonable geographic area, the base salaries of Executive
Officers are set to attract qualified people necessary for the continued
successful operation and growth of the Corporation and its subsidiaries. With
the assistance of the Human Resources Department, the base salary structure is
reviewed in relation to the practices of companies in similar businesses and
of similar size.
Generally, an annual bonus is given at the end of the fiscal year based on
individual, corporate, and business segment performance for the fiscal year
and the executive officer's responsibilities and performance, both past and
anticipated. The Corporation seeks to encourage individuals to remain with the
Corporation and to continue to focus on technical and financial performance of
the Corporation.
Management annually reviews the salaries of the executive officers in light
of the foregoing considerations and makes recommendations to the Committee as
to salaries, increases or decreases, and bonus amounts. The determination of
the Committee takes into consideration the Corporate performance, the
recommendations of management, and the salaries and incentive compensation of
similar businesses.
The Committee has taken note of the Corporation's continuing financial
success in spite of declining defense and government budgets and increasing
competition in those markets in which the Corporation participates. Particular
note has been made of the increase in the business base of the Corporation in
the automatic fare collection area throughout the world.
During the fiscal year, no executive officer of the Corporation served
either as a Director or as a member of the compensation committee of any other
entity whose executive officers served either as a Director or as a member of
the Executive Compensation Committee of the Corporation. No member of the
Committee is a former or current Officer or employee of the Corporation or any
of its subsidiaries.
Robert T. Monagan, Chairman Jackson D. Arnold
8
<PAGE>
INDEPENDENT AUDITORS
Ernst & Young LLP has audited the Corporation's books and records since 1959
and are continuing as its auditors in addition to providing tax services. No
change is contemplated. There is no other relationship.
Representatives of Ernst & Young LLP are expected to be present at the
shareholders' meeting with the opportunity to make a statement if they desire
to do so and are expected to be available to respond to appropriate questions.
DEADLINE FOR SUBMISSION OF SHAREHOLDER PROPOSALS
Proposals of shareholders intended to be presented at the next Annual
Meeting must be received by the Secretary, Cubic Corporation, 9333 Balboa
Avenue, San Diego, California 92123, no later than September 16, 1996.
OTHER MATTERS
All shareholders of record at the close of business January 5, 1996, the
record date for the determination of shareholders entitled to vote at the
Annual Meeting, are concurrently being sent a copy of the Corporation's Annual
Report, including financial statements for the fiscal year ended September 30,
1995.
The expense of preparing, printing and mailing the Notice of Meeting and
Proxy material and all other expenses of soliciting proxies will be borne by
the Corporation. In addition to the solicitation of proxies by use of the
mails, the Directors, Officers and regular employees of the Corporation, who
will receive no compensation in addition to their regular salary, if any, may
solicit proxies by mail, telegraph, telephone, or personal interview. The
Corporation may also reimburse brokerage firms, banks, trustees, nominees and
other persons for their expenses in forwarding proxy material to the
beneficial owners of shares held by them of record.
Management knows of no business which will be presented for consideration at
the Annual Meeting other than that stated in the Notice of meeting. However,
if any such matter shall properly come before the meeting, the persons named
in the enclosed proxy form will vote the same in accordance with their best
judgment.
By Order of the Board of Directors
/s/ William C. Stewart, Jr.
-----------------------------------------
William C. Stewart, Jr.
Secretary
9
<PAGE>
APPENDIX A - Proxy Card
- - --------------------------------------------------------------------------------
CUBIC CORPORATION
PROXY SOLICITED ON BEHALF ANNUAL MEETING OF SHAREHOLDERS
OF THE BOARD OF DIRECTORS
The undersigned, a shareholder of Cubic Corporation, a Delaware
corporation, hereby appoints Walter J. Zable, William W. Boyle and William C.
Stewart, Jr., or any of them, the attorneys and proxies of the undersigned, with
power of substitution, to vote the common shares of Cubic Corporation standing
in the name of the undersigned at the Annual Meeting of Shareholders of Cubic
Corporation to be held in the Crystal Room, at the Handlery Hotel and Country
Club, at 950 Hotel Circle North, San Diego, California 92108, on Tuesday,
February 13, 1996, at 10:30 a.m. PST, and at any adjournment or adjournments
thereof, as follows:
THIS PROXY WILL BE VOTED IN ACCORDANCE WITH INSTRUCTIONS INDICATED.
HOWEVER, IF NO INSTRUCTIONS ARE GIVEN, THE PROXIES WILL VOTE THE SHARES FOR
ITEMS (1) AND (2) AND, IN THEIR DISCRETION, ON MATTERS DESCRIBED IN ITEM (3).
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD
PROMPTLY USING THE ENCLOSED ENVELOPE.
(Continued, and to be signed, on the other side)
- - --------------------------------------------------------------------------------
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY. [_]
1. Election of Directors - For all Withhold (To withhold authority
for all to vote for any nominee,
Nominees: Walter J. [_] [_] write that nominee's name on
Zable, Walter C. the line provided below)
Zable, William W.
Boyle, Jackson D. -------------------------------
Arnold, Richard G.
Duncan, Robert T.
Monagan and
Raymond E. Peet
FOR [_] AGAINST [_] ABSTAIN [_]
2. Amendment of Certificate The undersigned hereby
of Incorporation to acknowledges receipt of the
reduce the number of Notice of Annual Meeting of
shares authorized to be Shareholders and Proxy State-
issued. ment dated January 12, 1996.
3. In their discretion, the Dated: __________________ 1996
Proxies are authorized
to vote upon such other Signature ____________________
business as may properly
come before the meeting. Signature if held jointly_____
______________________________
Please sign exactly as name
(or names) appear on this
card. When shares are held by
joint tenants, all holders
should sign. When signing as
attorney, executor, adminis-
trator, trustee or guardian,
please give full title as
such.
10
