<PAGE> 1
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
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 sec.240.14a-11(c) or sec.240.14a-12
DIEBOLD, INCORPORATED
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
---------------------------------------------------------------
(NAME OF PERSON(S) FILING PROXY STATEMENT IF OTHER THAN THE REGISTRANT)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 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:____________________________
/ / 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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<PAGE> 2
DIEBOLD, INCORPORATED
P.O. BOX 8230 - CANTON, OHIO 44711-8230
------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
APRIL 5, 1995
------------------
TO THE SHAREHOLDERS:
THE ANNUAL MEETING OF SHAREHOLDERS OF THE CORPORATION WILL BE HELD AT THE
DIEBOLD EDUCATION CENTER AT STARK TECHNICAL COLLEGE, 5801 DRESSLER ROAD, N.W.,
CANTON, OHIO 44720, ON APRIL 5, 1995 AT 10:00 A.M., LOCAL TIME, FOR THE
FOLLOWING PURPOSES:
1. To elect Directors;
2. To vote upon ratification of the appointment by the Board of Directors
of KPMG Peat Marwick LLP as independent auditors for the year 1995; and
3. To consider such other matters as may properly come before the meeting
or any adjournment thereof.
The enclosed proxy card is solicited, and the persons named therein have
been designated, by the Board of Directors of the Corporation.
Holders of record of the Common Shares at the close of business on February
28, 1995 will be entitled to vote at the meeting.
Your attention is directed to the attached proxy statement.
By Order of the Board of Directors
CHAREE FRANCIS-VOGELSANG
Vice President and Secretary
March 9, 1995
(approximate mailing date)
YOU ARE EARNESTLY REQUESTED TO COOPERATE IN ASSURING A QUORUM
BY FILLING IN, SIGNING AND DATING THE ENCLOSED PROXY AND
PROMPTLY MAILING IT IN THE RETURN ENVELOPE.
<PAGE> 3
DIEBOLD, INCORPORATED
P.O. BOX 8230 - CANTON, OHIO 44711-8230
------------------
PROXY STATEMENT
------------------
ANNUAL MEETING OF SHAREHOLDERS, APRIL 5, 1995
This proxy statement is furnished to shareholders of Diebold, Incorporated
(the "Corporation") in connection with the solicitation by the Board of
Directors of proxies to be used at the 1995 annual meeting of shareholders to be
held on April 5, 1995, at 10:00 a.m., local time, or any adjournments thereof,
for the purpose of considering and acting upon the matters referred to in the
preceding notice of annual meeting and more fully discussed below. This proxy
statement was first mailed to shareholders on or about March 9, 1995. Shares
represented by a properly executed proxy will be voted as indicated on the
proxy. Shareholders may revoke the authority granted by their proxies at any
time before the exercise of the powers conferred thereby by notice in writing
delivered to the Secretary of the Corporation; by submitting a subsequently
dated proxy; or by attending the meeting, withdrawing the proxy and voting in
person.
On February 28, 1995, the record date for the meeting, the outstanding
voting securities of the Corporation consisted of 30,496,763 Common Shares,
$1.25 par value per share, all of one class. Each shareholder of record as of
the close of business on February 28, 1995 will be entitled to one vote for each
Common Share held on that date.
If notice in writing shall have been given by a shareholder to the
President, any Vice President or Secretary at least forty-eight hours prior to
the time fixed for holding the meeting that the shareholder desires that the
voting for the election of directors shall be cumulative, and if an announcement
of the giving of such notice is made upon convening of the meeting by the
Chairman or Secretary or by or on behalf of the shareholder giving such notice,
each shareholder will have cumulative voting rights. In cumulative voting, each
shareholder may cast a number of votes equal to the number of shares owned
multiplied by the number of directors to be elected and the votes may be cast
for one nominee only or distributed among the nominees. In the event that voting
at the annual meeting is to be cumulative, the persons designated on the proxy
will cumulate the votes in accordance with their discretion. The results of
shareholder voting at the annual meeting will be tabulated by the inspectors of
elections appointed for the annual meeting. The Corporation intends to treat
properly executed proxies that are marked "abstain" as present for purposes of
determining
<PAGE> 4
whether a quorum has been achieved at the annual meeting. The director-nominees
receiving the greatest number of votes will be elected. Votes withheld in
respect of the election of directors will not be counted in determining the
outcome of that vote. Abstentions in respect of the appointment of the
independent auditors will be treated as votes against that proposal. The
Corporation does not anticipate receiving any broker non-votes at the annual
meeting in light of the nature of the matters to be acted upon at the annual
meeting.
BENEFICIAL OWNERSHIP OF SHARES
To the knowledge of the Corporation, no person beneficially owned more than
5 percent of the outstanding Common Shares as of December 31, 1994, except for
the shareholders listed below. The information provided below is derived from
Schedules 13G filed with the Securities and Exchange Commission.
<TABLE>
<CAPTION>
AMOUNT AND
NATURE
NAME AND ADDRESS OF BENEFICIAL PERCENT
OF BENEFICIAL OWNER OWNERSHIP OF CLASS
- -------------------------------------------------------- ------------- --------
<S> <C> <C>
The Prudential Insurance Company of 3,761,181(a) 12.30
America ("Prudential")
Prudential Plaza
Newark, New Jersey 07102-3777
FMR Corp. and Edward C. Johnson 3d 2,868,475(b) 9.40
82 Devonshire Street
Boston, Massachusetts 02109-3614
Jennison Associates Capital Corp. 2,584,950(c) 8.47
466 Lexington Avenue
New York, New York 10017
Chancellor Capital Management, Inc. and Chancellor 1,658,600(d) 5.44
Trust Company
1166 Avenue of the Americas
New York, New York 10036
</TABLE>
- ---------------
(a) Prudential has sole investment power and sole voting power as to 819,275
shares (2.68%), shared investment power as to 2,941,906 shares (9.65%) and
shared voting power as to 2,444,706 shares (8.02%).
(b) Fidelity Management & Research Company ("Fidelity Research"), in its
capacity as an investment advisor to several investment companies, and as a
result of acting as sub-advisor to Fidelity American Special Situations
Trust ("FASST"), and Fidelity Management Trust Company ("Fidelity Trust"),
in its capacity as
2
<PAGE> 5
an investment manager of several institutional accounts, beneficially own
2,590,550 shares (8.50%) and 265,925 shares (0.87%), respectively. Fidelity
International Limited ("Fidelity International"), in its capacity as an
investment advisor to various investment companies and certain institutional
investors, beneficially owns 22,050 shares (0.07%). Fidelity Magellan Fund,
an investment company registered under the Investment Company Act of 1940,
beneficially owns 1,792,200 shares (5.88%). Fidelity Research and Fidelity
Trust are each wholly-owned subsidiaries of FMR Corp. FMR Corp., Edward C.
Johnson 3d, the Chairman of FMR Corp., and certain related funds each claim
to have sole investment power with respect to 2,580,500 shares (8.47%) owned
by such funds. The sole voting power of such shares resides in the
respective Board of Trustees for each of the various funds. FMR Corp. has
sole voting power with respect to 287,975 shares (0.94%) and sole investment
power with respect to 2,868,475 shares (9.41%). Fidelity International has
sole investment power and sole voting power with respect to 12,000 shares
(0.03%). Fidelity International, FMR Corp. and FASST each claim to have sole
investment power and sole voting power with respect to the 10,050 shares
(0.03%) held by FASST.
(c) Jennison Associates Capital Corp. has sole voting power as to 243,175 shares
(0.80%), shared voting power as to 1,844,575 shares (6.05%) and shared
investment power as to 2,584,950 shares (8.47%).
(d) Chancellor Capital Management, Inc. and Chancellor Trust Company have sole
investment power and sole voting power as to 1,658,600 shares (5.44%).
ELECTION OF DIRECTORS
The Board of Directors recommends that nine nominees for director be
elected at the annual meeting, each to hold office for a term of one year from
the date of the annual meeting, and until the election and qualification of a
successor. In the absence of contrary instruction, the Proxy Committee will vote
the proxies for the election of the nine nominees, who are Louis V. Bockius III,
Daniel T. Carroll, Donald R. Gant, L. Lindsey Halstead, Phillip B. Lassiter,
John N. Lauer, Robert W. Mahoney, William F. Massy, and W. R. Timken, Jr. All
nominees are presently members of the Board of Directors except for Mr.
Lassiter. Raymond Koontz, who has served as a director since 1949, is not
seeking re-election.
If for any reason any nominees are not available for election when the
election occurs, the designated proxies, at their option, may vote for
substitute nominees recommended by the Board of Directors. Alternatively, the
Board of Directors may reduce the number of nominees. The Board of Directors has
no reason to believe that any nominee will be unavailable for election when the
election occurs.
3
<PAGE> 6
SECURITY OWNERSHIP OF DIRECTORS AND MANAGEMENT
The following table shows the beneficial ownership of Common Shares of the
Corporation, including those shares of which an individual has a right to
acquire ownership, e.g., through exercise of stock options under the Amended and
Extended 1972 Stock Option Plan (the "1972 Plan") and the 1991 Equity and
Performance Incentive Plan (the "1991 Plan"), within the meaning of Rule
13d-3(d)(1) under the Securities Exchange Act of 1934, for each
director-nominee, including the chief executive officer, the other four most
highly compensated executive officers, the former vice chairman ("named
executive officers") and for such persons and the other executive officers as a
group as of February 15, 1995. Ownership is also reported as of December 31,
1994 for shares in the 401(k) Savings Plan over which the individual has voting
power, together with shares held in the Dividend Reinvestment Plan.
<TABLE>
<CAPTION>
NAME, AGE,
PRINCIPAL OCCUPATION COMMON
OR EMPLOYMENT, SHARES PERCENT
PRESENT AND DURING DIRECTOR BENEFICIALLY OF OTHER
LAST FIVE YEARS SINCE OWNED 1 CLASS DIRECTORSHIPS
- -------------------------------------- -------------- -------- -----------------------
<S> <C> <C> <C> <C>
DIRECTOR-NOMINEES:
LOUIS V. BOCKIUS III -- 59 1978 149,901 2,3 0.49 United National Bank &
Chairman, Bocko Incorpo- Trust Co.
rated, North Canton, Ohio
Plastic Injection Molding
DANIEL T. CARROLL -- 68 1980 9,685 6 0.03 A. M. Castle & Co.,
Chairman and President American Woodmark
The Carroll Group, Inc. Corporation, Aon Cor-
Ann Arbor, Michigan poration, Comshare,
Management Consulting Inc., DeSoto, Inc.,
Michigan National
Corporation, Oshkosh
Truck Corporation, UDC
Homes, Inc., Wolverine
World Wide, Inc.,
Woodhead Industries,
Inc.
</TABLE>
4
<PAGE> 7
<TABLE>
<CAPTION>
NAME, AGE,
PRINCIPAL OCCUPATION COMMON
OR EMPLOYMENT, SHARES PERCENT
PRESENT AND DURING DIRECTOR BENEFICIALLY OF OTHER
LAST FIVE YEARS SINCE OWNED 1 CLASS DIRECTORSHIPS
- -------------------------------------- -------------- -------- -----------------------
<S> <C> <C> <C> <C>
DONALD R. GANT -- 66 1977 14,444 2,4 0.47 ABC Rail Products
Limited Partner Corporation, Stride
The Goldman Sachs Rite Corp.
Group, L.P.
New York, New York
Prior -- General Partner,
Goldman, Sachs & Co.
New York, New York
Investment Banker
L. LINDSEY HALSTEAD -- 64 1993 2,155 0.01 None
Formerly Chairman of
the Board
Ford of Europe
Automotive Industry
PHILLIP B. LASSITER -- 51 -- 1,000 -- AMBAC Inc.,
Chairman of the Board, HCIA Inc.
President and Chief
Executive Officer
AMBAC Inc.
New York, New York
Financial Guarantee
Insurance Holding
Company
Prior -- Group Executive
Citibank, N.A.
JOHN N. LAUER -- 56 1992 4,071 0.01 None
Formerly President, Chief
Operating Officer and
Executive Vice President
The BFGoodrich Company
Akron, Ohio
Chemical and Aerospace
Company
</TABLE>
5
<PAGE> 8
<TABLE>
<CAPTION>
NAME, AGE,
PRINCIPAL OCCUPATION COMMON
OR EMPLOYMENT, SHARES PERCENT
PRESENT AND DURING DIRECTOR BENEFICIALLY OF OTHER
LAST FIVE YEARS SINCE OWNED 1 CLASS DIRECTORSHIPS
- -------------------------------------- -------------- -------- -----------------------
<S> <C> <C> <C> <C>
ROBERT W. MAHONEY -- 58 1983 69,193 6 0.23 The Sherwin-Williams
Chairman of the Board, Company, The
President and Chief Execu- Timken Company
tive Officer, Diebold,
Incorporated, Canton, Ohio
Prior -- Chairman of the
Board and Chief Executive
Officer, Diebold, Incorpo-
rated, Canton, Ohio
WILLIAM F. MASSY -- 60 1984 6,715 0.02 Bijur Lubricating
Director, Stanford Institute Corporation
for Higher Education Re-
search and Professor of
Education and Business
Administration, Stanford
University, Stanford, Cali-
fornia; Mr. Massy has also
held various other execu-
tive offices and
professional positions with
Stanford
W. R. TIMKEN, JR. -- 56 1986 85,878 2,5 0.28 Louisiana Land and
Chairman of the Board, The Exploration Company,
Timken Company, Canton, The Timken Company,
Ohio, Manufacturer of Trinova Corporation
Tapered Roller Bearings and
Specialty Alloy Steel
OTHER NAMED EXECUTIVE
OFFICERS:
WILLIAM T. BLAIR -- 27,281 2,6 0.09 --
GERALD F. MORRIS -- 16,402 6 0.05 --
GREGG A. SEARLE -- 17,829 2,6 0.06 --
ALBEN W. WARF -- 19,442 6 0.06 --
ROBERT P. BARONE -- 41,885 2,6 0.14 --
All Directors and Executive -- 618,357 2,3,4,5,6 2.03 --
Officers (26) as a Group
</TABLE>
6
<PAGE> 9
- ---------------
1 Mr. Blair has a stock option issued under the 1972 Plan for 4,500 shares that
is exercisable within 60 days following February 15, 1995. For all Directors
and Executive Officers as a Group, the number of stock options issued under
the 1972 Plan that are exercisable within 60 days following February 15, 1995
is 20,880. Under the 1991 Plan, Messrs. Bockius, Carroll, Gant, Halstead,
Lauer, Massy and Timken each have stock options to acquire 8,155, 7,312,
8,155, 1,405, 2,250, 3,094 and 5,626 shares, respectively, within 60 days
following February 15, 1995. For all Directors and Executive Officers as a
Group, the number of shares that are exercisable within 60 days following
February 15, 1995 under the 1991 Plan is 46,977. The shares subject to the
stock options described in this footnote are included in the above table.
2 Includes shares registered as custodian or trustee for minors, shares held in
trust or shares otherwise beneficially owned.
3 Includes 45,239 shares (0.15%) in which Mr. Bockius has sole voting power and
shared investment power. Mr. Bockius disclaims any beneficial ownership of
these shares.
4 Includes 3,759 shares (0.01%) in which Mr. Gant disclaims any beneficial
ownership.
5 Includes 60,691 shares (0.20%) in which Mr. Timken has shared voting power and
shared investment power. Mr. Timken disclaims any beneficial ownership of
these shares as well as 1,825 shares owned by his wife.
6 Includes shares held in his or her name under the 401(k) Savings Plan over
which he or she has voting power, and/or shares held in the Dividend
Reinvestment Plan.
SECTION 16(A) REPORTING DELINQUENCIES
To the Corporation's knowledge, based solely on review of the copies of
such reports furnished to the Corporation and written representations that no
other reports were required, during the year ended December 31, 1994 all Section
16(a) filing requirements for directors and officers were complied with except
that one report covering one transaction was filed late by William T. Blair, an
executive officer.
DIRECTOR COMMITTEES AND COMPENSATION
The members of the Audit Committee are Louis V. Bockius III, Daniel T.
Carroll, L. Lindsey Halstead and W. R. Timken, Jr., Chairman. The committee met
three times during 1994 in formal session and had various communications between
themselves and the independent auditors informally at various times during the
year. The functions performed by the committee include recommending to the Board
of Directors the independent auditors for the upcoming year and meeting
regularly and separately with both the independent auditors and the
Corporation's internal auditors to (a) discuss their respective audit plans
prior to the commencement of the audit,
7
<PAGE> 10
(b) discuss progress and findings on an interim basis, (c) review audit findings
of the independent auditors after completion of examination and final
discussions with internal auditors on results of their reviews, and (d) inquire
as to the legality and propriety of the operations of the Corporation, including
the steps taken to comply with the Corporation's business conduct policies.
The members of the Compensation and Pension Committee are Donald R. Gant,
John N. Lauer and William F. Massy, Chairman. The committee met five times
during 1994. The committee's functions are described below under "Compensation
and Pension Committee Report on Executive Compensation."
The members of the Executive Committee are Louis V. Bockius III, Daniel T.
Carroll, Raymond Koontz, Chairman; John N. Lauer, Robert W. Mahoney and W. R.
Timken, Jr. The committee did not hold any formal meetings in 1994. The
functions of the committee were carried out by telephone or written
correspondence. The committee's functions include reviewing the management and
operation of the business of the Corporation between meetings of the Board of
Directors.
The members of the Nominating Committee are Donald R. Gant, Chairman; L.
Lindsey Halstead, Raymond Koontz, Robert W. Mahoney and William F. Massy. The
committee met two times during 1994. The committee's functions include reviewing
the qualifications of potential director candidates and making recommendations
to the Board of Directors to fill vacancies or to expand the size of the Board,
when appropriate. The committee also makes recommendations as to the composition
of the various committees of the Board and as to the compensation paid to the
directors for their services on the Board and on the committees. The committee
will consider nominees recommended by shareholders upon written submission of
pertinent data to the attention of the Corporate Secretary. Such data should
include complete information as to the identity and qualifications of the
proposed nominee, including name, address, present and prior business and/or
professional affiliations, education and experience, particular field or fields
of expertise, an indication of the nominee's consent, and reasons why, in the
opinion of the recommending shareholder, the proposed nominee is qualified and
suited to be a director of the Corporation as well as what particular
contributions to the success of the Corporation such person could be expected to
make.
In 1994 the Board of Directors held six meetings. All directors attended
more than 75 percent of the aggregate of all meetings of the Board and the Board
committees on which they served during the year.
Non-employee directors are compensated for their services as directors at
the rate of $20,000 per annum. Non-employee directors who are members of the
Audit
8
<PAGE> 11
Committee, Compensation and Pension Committee, Executive Committee and
Nominating Committee are compensated for their services at the rate of $3,000
per annum per committee. In addition, each chairman of a committee receives
$1,000 per annum, and each member of a committee who attends a meeting of a
committee receives a fee of $1,000. A director may elect to defer receipt of all
or a portion of his or her compensation pursuant to the 1985 Deferred
Compensation Plan for Directors. Each non-employee director also receives an
annual grant of stock options to purchase 2,250 Common Shares at an exercise
price representing 100% of the market price of the Common Shares as of the date
of grant.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The members of the Compensation and Pension Committee are Donald R. Gant,
John N. Lauer and William F. Massy, Chairman. In 1994 Goldman, Sachs & Co.
performed investment advisory services for the Corporation or its subsidiaries.
In the ordinary course of business, Goldman, Sachs & Co. may be called upon in
the future to provide similar or other services for the Corporation. Donald R.
Gant is a limited partner of The Goldman Sachs Group, L. P. of which Goldman,
Sachs & Co. is its primary affiliate. Mr. Gant formerly served as a director and
officer for two of the Corporation's subsidiaries, but did not receive any
additional compensation for serving in these capacities.
EXECUTIVE COMPENSATION
The table which follows provides information relating to the annual and
long-term compensation for the years ended 1994, 1993 and 1992 for the named
executive officers of the Corporation. The amounts shown include compensation
for services in all capacities that were provided to the Corporation including
any amounts which may have been deferred.
9
<PAGE> 12
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM COMPENSATION
---------------------------------------
ANNUAL COMPENSATION AWARDS 1 PAYOUTS 2
----------------------------------- -------------------------- --------
OTHER3 SECURITIES
ANNUAL RESTRICTED UNDERLYING
NAME AND COMPEN- STOCK OPTIONS/ LTIP
PRINCIPAL POSITION YEAR SALARY BONUS SATION AWARD(S) SARS PAYOUTS
- ---------------------------- ----- -------- -------- --------- ---------- ----------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
ROBERT W. MAHONEY 1994 $400,000 $246,500 $22,625 $ 0 0 $478,406
Chairman of the Board, 1993 378,000 236,000 8,211 0 0 508,249
President and Chief 1992 350,000 224,910 4,454 203,400 0 353,244
Executive Officer
WILLIAM T. BLAIR 1994 235,375 112,500 18,758 0 0 296,156
Executive Vice 1993 210,667 115,164 6,268 0 0 273,384
President 1992 185,000 81,200 3,542 67,800 0 187,359
GERALD F. MORRIS 1994 241,875 110,000 17,715 0 0 307,564
Executive Vice 1993 219,104 120,444 5,712 0 0 285,485
President and Chief 1992 190,000 83,400 4,158 113,000 0 187,359
Financial Officer
GREGG A. SEARLE 4 1994 241,875 100,000 17,313 0 0 284,783
Executive Vice 1993 199,792 128,966 5,994 0 0 240,660
President 1992 160,000 116,462 5,759 113,000 0 149,861
ALBEN W. WARF 4 1994 182,920 90,000 15,462 0 0 206,921
Group Vice President 1993 165,792 79,841 6,079 0 0 212,992
Self-Service Systems 1992 145,542 60,988 5,863 66,450 0 139,157
ROBERT P. BARONE 5 1994 300,000 75,000 18,247 0 0 364,500
Formerly Vice Chairman 1993 285,625 144,000 7,380 0 0 387,237
1992 268,333 138,510 4,236 135,600 0 256,905
<CAPTION>
ALL
OTHER3
NAME AND COMPEN-
PRINCIPAL POSITION SATION
- ---------------------------- ---------
<S> <C>
ROBERT W. MAHONEY $ 8,309
Chairman of the Board, 8,410
President and Chief 7,475
Executive Officer
WILLIAM T. BLAIR 7,803
Executive Vice 7,837
President 3,755
GERALD F. MORRIS 9,669
Executive Vice 7,113
President and Chief 5,129
Financial Officer
GREGG A. SEARLE 4 6,376
Executive Vice 5,453
President 2,766
ALBEN W. WARF 4 6,925
Group Vice President 4,501
Self-Service Systems 3,627
ROBERT P. BARONE 5 7,465
Formerly Vice Chairman 7,928
4,714
</TABLE>
- ---------------
1 Dividends are paid on restricted shares at the same rate as paid to all
shareholders. As of December 31, 1994, the named executive officers held total
restricted shares with values as of that date respectively, as follows: Mr.
Mahoney, 24,300 shares ($999,338); Mr. Blair, 8,100 shares ($333,113); Mr.
Morris, 9,000 shares ($370,125); Mr. Searle, 9,000 shares ($370,125); Mr.
Warf, 8,100 shares ($333,113); Mr. Barone, 16,200 shares ($666,225).
2 The payouts reported for 1994 were based upon a management objective of
cumulative earnings for the performance period of January 1, 1992 through
December 31, 1994. The performance objective was met at the maximum amount,
and the payout was in the form of a combination of cash and Common Shares.
Pursuant to the terms of the plan, the management objective was adjusted
because of the Corporation's recognition during 1992 of extraordinary expenses
in connection with the implementation by the Corporation of Financial
Accounting Standards Board Statement 106, "Employers' Accounting for
Postretirement Benefits other than Pensions".
3 The amounts reported for 1994 for Other Annual Compensation consist of amounts
reimbursed to the named executive officers for tax liability on the following
items: use of a Corporation automobile or cash in lieu thereof; supplemental
executive life insurance; and financial planning services (for a sixteen-month
period.) The All Other Compensation column presents amounts representing the
dollar value of insurance premiums paid by the Corporation for the benefit of
the executive and amounts contributed for 1994 under the Corporation's 401(k)
Savings Plan, respectively as follows: Mr. Mahoney ($2,501, $5,808); Mr. Blair
($1,995, $5,808); Mr. Morris ($870, $6,896); Mr. Searle ($568, $5,808); Mr.
Warf ($950, $5,975); Mr. Barone ($1,657, $5,808). The All Other Compensation
column also includes an amount of $1,903 for preferential interest earned by
Mr. Morris on compensation that he deferred in 1994.
10
<PAGE> 13
4 Also includes compensation received as an officer of InterBold, a joint
venture of the Corporation and the IBM Corporation.
5 On August 26, 1994 Mr. Barone retired as Vice Chairman of the Corporation but
continues as an employee. As part of his agreement, Mr. Barone received his
regular compensation and other benefits for the balance of 1994.
EMPLOYMENT CONTRACTS AND TERMINATION
OF EMPLOYMENT AND CHANGE-IN-CONTROL AGREEMENTS
The Corporation has entered into agreements with each of the named
executive officers, and certain other executives, providing that in the event of
any change in control of the Corporation through the acquisition of 20 percent
or more of the outstanding voting securities of the Corporation, certain changes
in the composition of the Corporation's Board of Directors, or by merger or
consolidation of the Corporation into, or sale of substantially all of its
assets to, another corporation, such persons would continue their employment
with the Corporation in their present positions for a term of three years
following such change in control. During such term of employment, each of the
named executive officers would be entitled to receive base compensation and to
continue to participate in incentive and employee benefit plans at levels no
less favorable to him or her than prior to commencement of the term. In the
event of the termination of such person's employment under certain circumstances
after a change in control of the Corporation, such person would be entitled to
receive a payment in the amount of approximately twice such person's prior base
salary and to continue to participate in certain employee benefit plans for up
to two years. None of the agreements will become operative until a change in
control of the Corporation has occurred, prior to which time the Corporation and
such persons each reserve the right at any time, with or without cause, to
terminate his or her employment relationship. The Corporation has established
trusts to secure, among other things, the payment of amounts that may become
payable pursuant to these agreements and to reimburse such persons for expenses
incurred in attempting to enforce the Corporation's obligations pursuant to
these agreements and certain other arrangements. These trusts will be funded
only in connection with or in anticipation of a change in control of the
Corporation.
The Corporation has entered into an employment agreement with Robert P.
Barone governing the terms of his employment after his resignation as a Director
and retirement as Vice Chairman of the Corporation effective August 26, 1994.
The agreement provides for continuation of his salary through December 31, 1994
at the rate in effect prior to such resignation and at the annual rate of
$50,000 thereafter until termination of the agreement on December 31, 1997.
During the employment period Mr. Barone will be entitled to continue his
participation in the Corporation's
11
<PAGE> 14
applicable benefit plans, programs and practices, but will not be eligible for
any new awards under the Annual Incentive Plan or the 1991 Equity and
Performance Incentive Plan. In addition, the agreement provides that Mr. Barone
will be entitled to receive an unreduced normal retirement benefit under the
Corporation's Supplemental Executive Retirement Plan (as presently in effect) at
age 60 calculated as if he had continued active employment until age 62.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR END OPTION/SAR VALUES
The following table provides information relating to stock option exercises
for the year 1994 and exercisable and unexercisable stock options at December
31, 1994 for the named executive officers of the Corporation. No stock options
or stock appreciation rights were awarded to such individuals during the last
fiscal year. In addition, no stock appreciation rights were exercised or
remained unexercised during the last fiscal year.
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS/SARS OPTIONS/SARS
AT FY-END AT FY-END
(#) ($)
------------ ------------
SHARES ACQUIRED VALUE EXERCISABLE/ EXERCISABLE/
NAME ON EXERCISE (#) REALIZED ($) UNEXERCISABLE UNEXERCISABLE
- --------------------- --------------- ------------ ------------ ------------
<S> <C> <C> <C> <C>
Robert W. Mahoney 0 0 0 0
William T. Blair 0 0 4,500* 114,822*
Gerald F. Morris 0 0 0 0
Gregg A. Searle 0 0 0 0
Alben W. Warf 607 14,715 0 0
Robert P. Barone 1,345 41,336 0 0
</TABLE>
- ---------------
* exercisable
12
<PAGE> 15
LONG-TERM INCENTIVE PLANS -- AWARDS IN LAST FISCAL YEAR
The table below provides information relating to the long-term incentive
awards that were made in the year 1994 under the 1991 Plan for the named
executive officers.
<TABLE>
<CAPTION>
ESTIMATED FUTURE PAYOUTS
PERFORMANCE UNDER NON-STOCK PRICE-BASED
NUMBER OF OR OTHER PLANS
SHARES, UNITS PERIOD UNTIL NUMBER OF SHARES
OR OTHER MATURATION OR ---------------------------
NAME RIGHTS PAYOUT THRESHOLD TARGET MAXIMUM
- ----------------------- ------------- ---------------- --------- ------ -------
<S> <C> <C> <C> <C> <C>
Robert W. Mahoney 9,450 1/1/94-12/31/96 2,363 9,450 14,175
William T. Blair 6,525 1/1/94-12/31/96 1,632 6,525 9,788
Gerald F. Morris 6,525 1/1/94-12/31/96 1,632 6,525 9,788
Gregg A. Searle 6,525 1/1/94-12/31/96 1,632 6,525 9,788
Alben W. Warf 4,238 1/1/94-12/31/96 1,061 4,238 6,357
Robert P. Barone 7,200 1/1/94-12/31/96 1,800 7,200 10,800
</TABLE>
- ---------------
The table above presents information about performance shares awarded during the
year pursuant to the 1991 Plan. Each performance share that is earned out
entitles the holder to the then current value of one Common Share. Payouts of
awards are tied to achievement of management objectives based upon specified
cumulative levels of earnings for each performance period. The target amount
will be earned for a performance period if the Corporation achieves 100% of the
targeted earnings rate. No amount is payable unless the threshold amount, which
is fixed at 84.8% of targeted earnings, is exceeded. The maximum award amount
will be earned if the Corporation achieves 120% of the targeted earnings rate.
Payouts may be made in the form of Common Shares, cash or a combination of
Common Shares and cash as recommended by the Compensation and Pension Committee
and approved by the Board of Directors. The awards provide for adjustments for
extraordinary items upon recommendation of the Compensation and Pension
Committee and approval by the Board of Directors.
RETIREMENT BENEFITS
The named executive officers and the other executive officers, including
officers of InterBold, are eligible to participate in a qualified
non-contributory defined benefit retirement plan ("Retirement Plan"). In
addition, the named executive officers, the other executive officers and certain
officers of InterBold participated in an unfunded non-qualified supplemental
retirement plan ("Supplemental Plan").
The table below sets forth the estimated annual benefits for both the
Retirement Plan and the Supplemental Plan upon retirement at age 62 to the
executive officers who elect to retire and receive an annuity. The benefit
amounts shown in this table are in addition to any benefits to which the
participant might be entitled under the Social Security Act, and assume that the
Supplemental Plan and the Social Security Act
13
<PAGE> 16
continue unchanged and that one-half of each participant's anticipated Social
Security benefit is $5,832 per year at age 62.
PENSION PLAN TABLE
<TABLE>
<CAPTION>
ANNUAL BENEFIT PAYABLE AT AGE 62
HIGHEST 5 YEAR ----------------------------------------
AVERAGE W-2 15 OR
COMPENSATION 5 YEARS 10 YEARS MORE YEARS
AT AGE 62 OF SERVICE OF SERVICE OF SERVICE
- ---------------------------------------- ---------- ---------- ----------
<S> <C> <C> <C>
$ 300,000.............................. $ 59,168 $124,168 $189,168
500,000.............................. 102,501 210,835 319,168
700,000.............................. 145,835 297,501 449,168
900,000.............................. 189,168 384,168 579,168
1,100,000.............................. 232,501 470,835 709,168
1,300,000.............................. 275,835 557,501 839,168
1,500,000.............................. 319,168 644,168 969,168
</TABLE>
Benefit levels under the Retirement Plan are based on years of service
(subject to a maximum of 35 years), final average compensation (which is an
average of the Salary and Bonus as reflected in the Summary Compensation Table
paid for the highest five consecutive of the last ten calendar years prior to
retirement), and the participant's individually covered compensation based on
year of birth under the Social Security Act. The Supplemental Plan provides a
supplemental monthly retirement benefit so that a participant's total retirement
benefit from the Retirement Plan and the Supplemental Plan, plus one-half of the
participant's anticipated Social Security benefit, equals 65% (prorated for less
than 15 years of service) of the participant's final average compensation
received from the Corporation and InterBold during the highest five consecutive
years of the last ten calendar years of employment. Compensation is defined for
this purpose as salary plus bonus accrued for each such calendar year. For a
participant who is employed by the Corporation or for InterBold for less than 5
full calendar years, the average would be based on the participant's
compensation for his or her entire employment period. The Supplemental Plan
benefits are payable at age 62 on a Joint & Survivor basis, if married and a
single life basis, if single at retirement. In no case will less than 5 years of
benefit be paid to the participant, his or her spouse and/or beneficiary, as
applicable. Benefits are also available to participants electing early
retirement at age 60 (on a reduced basis), who die or become disabled while
employed, or whose employment is involuntarily terminated after completing 15
years of service. Reduced benefits (computed at a 55% of final average
compensation, rather than 65%) are also available to a participant who
voluntarily terminates employment after completing 15 years ser-
14
<PAGE> 17
vice. Accrued benefits under the Supplemental Plan are fully vested and are
required to be maintained in the event of a change in control of the
Corporation.
As of December 31, 1994, the number of years of service for the named
executive officers is as follows: Mr. Mahoney, 12.6 years; Mr. Blair, 6 years;
Mr. Morris, 4.1 years; Mr. Searle, 4.4 years; Mr. Warf, 13.3 years; and Mr.
Barone, 23 years.
Under an employment contract entered into September 20, 1978 and amended
effective April 9, 1986, Raymond Koontz, who retired on April 5, 1988, receives
retirement benefits of $150,000 annually reduced by any applicable amounts paid
to him annually under any retirement plan in effect for the benefit of
participants.
On April 8, 1987, the Corporation entered into a supplemental retirement
benefit agreement with Robert W. Mahoney. Upon termination of Mr. Mahoney's
employment with the Corporation, the Corporation will pay Mr. Mahoney a
supplemental retirement benefit equal to the difference between (a) the benefit
he would be entitled to receive under the Retirement Plan if his years of
benefit service under the plan were increased by eleven years, and (b) the
actual retirement benefits he is entitled to receive under the Retirement Plan.
The estimated annual benefits payable to Mr. Mahoney upon retirement at normal
retirement age under this agreement would be $18,866 per year.
COMPENSATION AND PENSION COMMITTEE REPORT
ON EXECUTIVE COMPENSATION
The Compensation and Pension Committee (the "Committee") is composed
entirely of non-employee directors. The Committee's principal functions are to
establish base salary levels, to determine and measure achievement of corporate
and individual goals for the named executive officers and other executive
officers under the Annual Incentive Plan, and to select the participants,
measure achievement of objectives and determine the awards under the 1991 Equity
and Performance Incentive Plan (the "1991 Plan"). In addition, the Committee
reviews any proposed changes to any benefit plans of the Corporation such as
retirement plans and 401(k) Savings Plans. The Committee also oversees and
reviews the pension plan investments for the Corporation's pension plans. The
Committee's recommendations are subject to the approval of the Board of
Directors.
The Committee believes that the compensation for the named executive
officers and the other executive officers should tie individual compensation to
the performance of the Corporation. From time to time the Committee reviews
studies prepared by independent compensation consultants and meets with them to
review such studies when necessary. In 1994 the Committee and/or the Chairman of
the Committee met
15
<PAGE> 18
several times with an outside consultant to do a complete re-evaluation of the
executive compensation program. This re-evaluation included a review of
compensation policies of companies similar to the Corporation in size and
industry and included those companies with which the Corporation competes for
talented executives. Due to the unique character of the Corporation's business,
the companies selected for this purpose would not necessarily include any of
those companies reflected in the Corporation's performance graph. The survey
data used for review of compensation policies are based upon companies that are
similar in size and lines of business as the Corporation. The studies reviewed
surveyed many companies but did not identify any by name. Some or all of the
companies in the peer group used in the performance graph may have been included
in the compensation studies used by the Corporation, based on the reported lines
of business and market capitalization reflected in the surveys. The Committee
received the final results from the consultant in early 1995, and incorporated
the appropriate recommendations in its final review of 1994 compensation. In
addition, the Committee receives information periodically on compensation
policies from the consultant. The Committee believes its present compensation
programs are competitive with those offered by companies similar to the
Corporation. In general, the Committee believes that the base salary should be
set below median, and the total compensation should be at or above the median
when the Corporation meets or exceeds its expectations and below when it does
not. The Committee believes that total compensation should have a greater
proportion variable and dependent on the overall performance of the Corporation.
The Corporation has three basic elements in the compensation for its
executive officers. These elements are (a) base salary compensation, (b) annual
incentive compensation, and (c) long-term incentive compensation. These elements
of compensation recognize both individual and corporate performance. Annual
incentive compensation provides incentive compensation which optimizes rewards
for performance over a shorter period of performance while long-term incentive
compensation optimizes rewards for performance over a longer term with an
achievement of cumulative earnings usually over a three-year period.
BASE SALARY COMPENSATION
The base salary for all executive officers is reviewed annually, and the
Committee's review process continues throughout the year. This review includes
an analysis of past and expected future performance of the executive officers,
as well as the responsibilities and qualifications of the executive officers
individually and the performance of the Corporation in comparison with companies
similar to the Corporation. The base salaries established for 1994 were
consistent with the Committee's compensation policy noted above of generally
setting base salary below median.
16
<PAGE> 19
ANNUAL INCENTIVE COMPENSATION
The Annual Incentive Plan ("Incentive Plan") recognizes the performance of
the named executive officers, other executive officers and key managers who
contribute to the Corporation's success. These participants have the greatest
impact on the profitability of the Corporation. In general, the participants
with the most significant responsibility have the greatest proportion of their
cash compensation tied to the Incentive Plan. The performance criteria, which
are described in more detail below, reflect a combination of corporate operating
profit, net of minority interest, and specific individual goals and objectives.
At the beginning of each year, the Committee establishes annual performance
goals for the Corporation which are based on operating profit, net of minority
interest. The performance goals include threshold, midpoint and maximum amounts
for achievement, with the midpoint being 100%. The Committee established the
threshold level for 1994 at a level that required the Corporation to exceed the
operating profit achieved in 1993 before any payout could occur. At the same
time the Committee reviewed, amended and approved individual personal
performance goals and objectives for the named executive officers and other
executive officers. The Incentive Plan is generally weighted 50% on the
Corporation achieving its operating profit goal, and 50% on the achievement of
the individual goals and objectives. No Incentive Plan compensation is paid if
the Corporation does not achieve at least the threshold amount of its operating
profit goal even though an individual may have achieved his or her personal
goals and objectives. At the end of each year, the Committee reviews the
performance of the Corporation and achievement of the personal goals and
objectives by the named executive officers and other executive officers. The
Committee then reviews its findings and recommendations with the Board of
Directors. In 1994 the Corporation exceeded its maximum performance goals, the
individual goals of the executive officers were generally met at slightly less
than the maximum amount, and the executive officers received Annual Incentive
Compensation accordingly.
LONG-TERM INCENTIVE COMPENSATION
The 1991 Plan affords flexibility in the types of awards that can be made
for a long-term period. In particular, certain awards tie the individual's
performance to the performance of the Corporation. No stock options or stock
appreciation rights have been granted to the named executive officers since
1989. Instead, the Committee has recommended the granting of longer-term
incentive awards in the form of performance share grants. The Committee believes
this form of award motivates the executive officers to perform on a long-term
basis, which furthers the goals of the Corporation
17
<PAGE> 20
and increases shareholder value. In certain instances, stock options have been
granted to certain other executive officers.
In 1994 the Committee recommended performance share grants for the named
executive officers, and certain of the other executive officers for the
three-year performance period of January 1, 1994 through December 31, 1996.
Prior to recommending the grants, the Committee reviewed the performance,
together with the responsibilities, of the executive officers. The performance
share grants were generally determined by the level of responsibilities and the
performance of the executive officers. These executive officers have the
greatest impact on the profitability of the Corporation. The management
objective for this performance period will be measured for the entire
performance period on a cumulative basis. There will be no earnout unless the
earnings goal is achieved for the three-year performance period. Payout of any
awards will be based upon achievement of a threshold amount of 84.8% of the
management objective and the maximum payout will be earned if 120% of the
management objective is achieved. These grants also provide for an adjustment
due to extraordinary items at the discretion of the Committee and subject to the
approval of the Board of Directors. The Committee believes these awards motivate
individual performance and increase shareholder value because achievement of
corporate financial goals on a cumulative basis over an extended period must be
met before any earnout occurs. The Committee believes that an example of this
expected result is shown in the most recent earnout for the three-year
cumulative performance period of January 1, 1992 through December 31, 1994. The
Committee had recommended and the Board of Directors had approved a very
challenging objective for this performance period. Management performed well and
as a result, the earnout was at the maximum amount.
Performance share grants have generally been issued instead of stock
options and restricted stock as the principal form of equity incentive for the
Corporation's executive officers during the last four years. No restricted share
awards were made in 1994 to the named executive officers. However, restricted
share awards were made in 1994 to certain other executive officers who were not
previously awarded performance share grants, but were included in such grants
when the program was expanded in 1993. These awards in 1994 were made on the
basis of their 1992-93 performance against their goals and objectives. The
restricted share awards will provide an equivalent compensation program for
these executive officers until they achieve their earnout of performance shares
under the relevant performance period. All rights to the restricted share awards
are forfeited if the executive officer terminates employment voluntarily or in
the event of termination for cause before the end of a three-year period.
18
<PAGE> 21
CHIEF EXECUTIVE OFFICER COMPENSATION
The chief executive officer, a named executive officer, participates in the
three elements of compensation previously discussed for the other executive
officers.
In setting the base salary compensation for the chief executive officer for
1994, the Committee considered a number of factors. These included an evaluation
of his experience and performance in relation to the performance of the
Corporation. As stated previously, the Committee believes that individual
compensation should be tied to the performance of the Corporation so that a
higher portion of total compensation is attributable to incentive compensation.
In addition to the Corporation's performance goal based on operating
profit, the chief executive officer's individual performance relating to annual
incentive compensation for 1994 was measured by achievement of specific personal
goals and objectives. In 1994 he earned annual incentive compensation slightly
less than the maximum amount. He received this amount because the Corporation's
financial results during the year met the principal predetermined goals,
including revenues, earnings per share, operating profit and return on equity,
and because he met or exceeded expectations in specified non-financial areas.
Other specific goals and objectives established for the chief executive officer
included order levels and new business development.
With respect to long-term incentive compensation, the chief executive
officer was granted a performance share grant in 1994 covering the performance
period of January 1, 1994 through December 31, 1996. As stated previously, any
earnout of shares will be based upon achievement of a threshold amount of 84.8%
of the management objective and the maximum payout will be earned if 120% of the
management objective is achieved. The estimated payout for the chief executive
officer is 2,363 shares at threshold, 9,450 shares at target and 14,175 shares
at maximum. For the performance period of January 1, 1992 through December 31,
1994, the chief executive officer earned 14,175 shares, which was the maximum
amount. The Committee believes the chief executive officer's compensation is
commensurate with his experience, his performance and the performance of the
Corporation.
COMPLIANCE WITH FEDERAL TAX LEGISLATION
Federal tax legislation enacted in 1993 generally precludes the Corporation
and other public companies from taking a tax deduction for compensation in
excess of $1 million which is not performance-based and is paid, or otherwise
taxable, to the named executive officers. The Committee has reviewed this
federal tax legislation several times. Certain awards were made prior to
February 18, 1993 and are not
19
<PAGE> 22
covered by the new legislation. Based in part on this fact, the Committee has
determined that it is highly unlikely that compensation under the Corporation's
existing programs would be affected by the new limitation during 1995. The
Committee expects to continue to monitor the impact of this legislation in
future years.
The foregoing report on 1994 executive compensation was submitted by the
Compensation and Pension Committee of the Corporation's Board of Directors and
shall not be deemed to be "soliciting material" or to be "filed" with the
Securities and Exchange Commission (the "Commission") or subject to Regulation
14A promulgated by the Commission or Section 18 of the Securities Exchange Act
of 1934. The names of the Directors who serve on the Compensation and Pension
Committee are set forth below:
William F. Massy, Chairman
Donald R. Gant
John N. Lauer
20
<PAGE> 23
PERFORMANCE GRAPH
Set forth below is a line graph comparing the yearly percentage change in
the cumulative shareholder return, which includes the reinvestment of cash
dividends, of the Corporation's Common Shares with the cumulative total return
of the S&P Composite-500 Stock Index and a self-constructed peer group. The peer
group consists of Hubbell Inc. and Thomas & Betts Corp. (electrical products
companies) and Harris Corp, SCI Systems Inc. and Varian Associates (diversified
electronic products companies). The peer group was selected based on similarity
to the Corporation's line of business and similar market capitalization. The
comparison covers the five-year period starting December 31, 1989 and ended
December 31, 1994. The comparisons in this graph are required by rules
promulgated by the Commission and are not intended to forecast future
performance of the Corporation's Common Shares.
<TABLE>
CUMULATIVE TOTAL RETURN
Based on reinvestment of $100 beginning December 31, 1989
Dec-89 Dec-90 Dec-91 Dec-92 Dec-93 Dec-94
------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C>
Diebold Incorporated $100 $94 $135 $175 $267 $279
S & P 500 (R) $100 $97 $126 $136 $150 $152
Self-constructed peer group $100 $93 $121 $148 $167 $178
</TABLE>
21
<PAGE> 24
RATIFICATION OF APPOINTMENT OF AUDITORS
BY THE BOARD OF DIRECTORS
KPMG Peat Marwick LLP acted as the Corporation's independent auditors
during the past fiscal year, and has so acted since 1965.
On the recommendation of the Audit Committee and the Board of Directors,
and subject to ratification by the shareholders, the Board of Directors
appointed KPMG Peat Marwick LLP to examine the accounts and other records of the
Corporation for the fiscal year ending December 31, 1995. The Board of Directors
will present to the annual meeting a proposal that such appointment be ratified.
Should the shareholders fail to ratify the appointment, the Board of Directors
will reconsider its selection.
KPMG Peat Marwick LLP has no financial interest, direct or indirect, in the
Corporation or any subsidiary.
A representative of KPMG Peat Marwick LLP is expected to be present at the
Annual Meeting to make a statement if he or she desires to do so and to respond
to appropriate questions.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR RATIFICATION OF THE
APPOINTMENT OF AUDITORS.
EXPENSES OF SOLICITATION
The cost of soliciting the proxies will be borne by the Corporation. In
addition to solicitation by mail, some of the Corporation's directors, officers
and employee associates, without extra remuneration, may conduct additional
solicitations by telephone, facsimile and personal interviews. The Corporation
will also enlist, at its own cost, the assistance of banks, bankers and
brokerage houses in additional solicitations of proxies and proxy
authorizations, particularly from those of their clients or customers whose
shares are not registered in the clients' or customers' own names. Brokers,
bankers, etc., will be reimbursed for out-of-pocket and reasonable clerical
expenses incurred in obtaining instructions from beneficial owners of the Common
Shares. It is estimated that the expense of such special solicitation will be
nominal. In addition, Georgeson & Co., Inc., New York, New York, has been
retained to assist in the solicitation of proxies for an estimated fee of
$7,000.
22
<PAGE> 25
PROPOSALS OF SHAREHOLDERS
Proposals of shareholders intended to be presented at the 1996 annual
meeting of shareholders must be received by the Secretary of the Corporation no
later than November 9, 1995 for consideration for inclusion in the proxy
statement and form of proxy for that meeting.
OTHER MATTERS
The Corporation is not aware of any matters to be presented at the annual
meeting other than the matters set forth herein. Should any other matters be
presented for a vote of the shareholders, the proxy in the enclosed form confers
discretionary voting authority upon the persons voting such proxy. In accordance
with the provisions of the General Corporation Law of the State of Ohio, the
Board of Directors has appointed inspectors of elections to act at the annual
meeting.
By Order of the Board of Directors
CHAREE FRANCIS-VOGELSANG
Vice President and Secretary
Canton, Ohio
March 9, 1995
THE ANNUAL REPORT OF DIEBOLD, INCORPORATED FOR THE YEAR ENDED
DECEMBER 31, 1994, WAS MAILED TO ALL SHAREHOLDERS ON OR ABOUT
MARCH 9, 1995.
23
<PAGE> 26
[CAMPUS MAP]
From Cleveland and Akron: Take I-77 South to Exit 111 (Portage Road). Turn right
on Portage to Frank Avenue. Turn left on Frank Avenue to the Stark Technical
College Campus. Follow the signs to the Diebold Education Center.
From Canton: Take I-77 North to Exit 111 (Portage Road). Turn left on Portage to
Frank Avenue. Turn left on Frank Avenue to the Stark Technical College Campus.
Follow the signs to the Diebold Education Center.
<PAGE> 27
DIEBOLD, INCORPORATED
P.O. BOX 8230
CANTON, OHIO 44711-8230
P THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
R The undersigned hereby appoints Robert W. Mahoney, William T. Blair,
Gerald F. Morris and Gregg A. Searle, and each of them, as Proxies,
O with full power of substitution to represent and to vote all the
Common Shares of Diebold, Incorporated held of record by the
X undersigned on February 28, 1995, at the annual meeting of
shareholders which will be held on April 5, 1995 or at any
Y adjournment thereof, as follows:
<TABLE>
<S> <C>
Election of Directors, Nominees: (change of address)
L. V. Bockius III, D. T. Carroll, D. R. Gant, L. L.
Halstead, P. B. Lassiter, J. N. Lauer, R. W. Mahoney, -------------------------------------------
W. F. Massy and W. R. Timken, Jr. -------------------------------------------
-------------------------------------------
-------------------------------------------
(If you have written in the above
space, please mark the
corresponding box on the reverse
side of this card.)
</TABLE>
YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICES BY MARKING THE APPROPRIATE
BOXES, SEE REVERSE SIDE, BUT YOU NEED NOT MARK ANY BOXES IF YOU WISH
TO VOTE IN ACCORDANCE WITH THE BOARD OF DIRECTORS RECOMMENDATIONS. THE
PROXIES CANNOT VOTE YOUR SHARES UNLESS YOU SIGN AND RETURN THIS CARD.
IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH
OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING.
SEE REVERSE
SIDE
-------------------------------------------------------------------------------
DETACH CARD
<PAGE> 28
<TABLE>
<S> <C> <C>
/ X / PLEASE MARK YOUR SHARES IN YOUR NAME REINVESTMENT SHARES
VOTES AS IN THIS
EXAMPLE.
</TABLE>
<TABLE>
FOR WITHHELD FOR AGAINST ABSTAIN
<S> <C> <C> <C> <C> <C>
1. Election of / / / / 2. To Ratify the / / / / / /
Directors Appointment
(see reverse) of KPMG
Peat Marwick LLP
For, except vote withheld from the following as Independent
nominee(s): Auditors for the
year 1995.
- ----------------------------------------------------------------------------------------------------
Change
of / /
Address
SIGNATURE(S) DATE
------------------------------------------------------ ----------------------
SIGNATURE(S) DATE
------------------------------------------------------ ----------------------
NOTE: Please sign exactly as name appears hereon. Joint owners should each sign.
When signing as attorney, executor, administrator, trustee or guardian, please
give full title as such.
-------------------------------------------------------------------------------
DETACH CARD
</TABLE>
