<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:
[_] Preliminary Proxy Statement [_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
UNIVERSAL FOODS CORPORATION
- - - - - - - - - - - --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
UNIVERSAL FOODS CORPORATION
- - - - - - - - - - - --------------------------------------------------------------------------------
(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.:
-------------------------------------------------------------------------
(3) Filing Party:
-------------------------------------------------------------------------
(4) Date Filed:
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<PAGE>
LOGO UNIVERSAL FOODS CORPORATION
433 EAST MICHIGAN STREET
MILWAUKEE, WISCONSIN 53202
NOTICE OF ANNUAL MEETING
TO BE HELD JANUARY 25, 1996
To the Shareholders of
Universal Foods Corporation:
NOTICE IS HEREBY GIVEN that the 1996 Annual Meeting of Shareholders
("Meeting") of Universal Foods Corporation, a Wisconsin corporation
("Company"), will be held at the Italian Community Center, 631 East Chicago
Street, Milwaukee, Wisconsin, on Thursday, January 25, 1996, at 2:00 p.m.,
Central Standard Time, for the following purposes:
1. To elect three directors of the Company as described in the Proxy
Statement.
2. To ratify the appointment of Deloitte & Touche LLP, certified public
accountants, as the independent auditor of the Company for fiscal 1996.
3. To transact such other business as may properly come before the
Meeting or any adjournments thereof.
The Board of Directors has fixed the close of business on December 1, 1995
as the record date for the determination of shareholders entitled to notice
of, and to vote at, the Meeting and any adjournments thereof.
We encourage you to attend the Meeting and vote your shares in person.
However, if you are unable to attend the Meeting, please complete the enclosed
proxy card and return it promptly using the envelope provided so that your
shares will be represented at the Meeting. You may revoke your proxy at any
time before it is actually voted by notice in writing to the undersigned. Your
attention is directed to the attached proxy statement and accompanying proxy.
On Behalf of the Board of Directors
Terrence M. O'Reilly
Secretary
Milwaukee, Wisconsin
December 15, 1995
<PAGE>
UNIVERSAL FOODS CORPORATION
433 EAST MICHIGAN STREET
MILWAUKEE, WISCONSIN 53202
(414) 271-6755
PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JANUARY 25, 1996
----------------
GENERAL
This proxy statement and accompanying proxy are first being furnished to the
shareholders of Universal Foods Corporation, a Wisconsin corporation
("Company"), beginning on or about December 15, 1995 in connection with the
solicitation by the Board of Directors of the Company ("Board") of proxies for
use at the Company's 1996 Annual Meeting of Shareholders to be held at the
Italian Community Center, 631 East Chicago Street, Milwaukee, Wisconsin, on
Thursday, January 25, 1996, at 2:00 p.m., Central Standard Time, and at any
adjournments thereof ("Meeting"), for the purposes set forth in the attached
Notice of Annual Meeting of Shareholders and in this proxy statement.
Accompanying this proxy statement are a Notice of Annual Meeting of
Shareholders and a form of proxy for the Meeting solicited by the Board. The
Annual Report to Shareholders, which also accompanies this proxy statement,
contains financial statements for the three years ended September 30, 1995,
and certain other information concerning the Company. The Annual Report and
such financial statements are neither a part of this proxy statement nor
incorporated herein by reference.
Only holders of record of the Company's Common Stock ("Common Stock") as of
the close of business on December 1, 1995 are entitled to notice of, and to
vote at, the Meeting. On that date, the Company had 26,113,937 shares of
Common Stock outstanding, each of which is entitled to one vote per share for
each proposal submitted for shareholder consideration at the Meeting.
A proxy, in the enclosed form, which is properly executed, duly returned to
the Company or its authorized representatives or agents and not revoked will
be voted in accordance with the instructions contained therein. If no
specification is indicated on the proxy, the shares represented thereby will
be voted FOR the Board's three nominees for director, FOR ratification of the
Board's selection of the Company's 1996 independent auditor and on such other
matters that may properly come before the Meeting in accordance with the best
judgment of the individual proxies named in the proxy. The proxy may be
revoked at any time before it is exercised, and any Shareholder attending the
Meeting may vote in person whether or not the Shareholder has previously filed
a proxy. Presence at the Meeting by a Shareholder who has signed a proxy does
not in itself revoke the proxy. Any Shareholder giving a proxy may revoke it
at any time before it is exercised by delivering notice thereof to the
Secretary in writing. The shares represented by all properly executed proxies
received prior to the Meeting will be voted as directed by the Shareholders.
The cost of soliciting proxies will be borne by the Company. Proxies may be
solicited by directors, officers or employees of the Company in person, by
telephone or by telegram. The Company will use the services of D. F. King &
Co., Inc., New York, to aid in the solicitation of proxies. Their charges will
be $7000 plus reasonable expenses. The Company will also reimburse brokerage
houses and other custodians, nominees and fiduciaries for their expenses in
sending proxy materials to the beneficial owners.
<PAGE>
ELECTION OF DIRECTORS
The Board of Directors presently consists of thirteen members divided into
three classes. One class is elected each year to serve for a term of three
years. Three directors are to be elected at the Meeting, all of whom are
currently directors of the Company. Incumbent directors John L. Murray and Dr.
Olan D. Forker are retiring at the end of their terms, which expire at the
Meeting. Mr. Murray served as a director for 25 years and Dr. Forker served as
a director for 22 years. In connection therewith, the Board has approved an
amendment to the Company's By-laws, effective January 25, 1996, to reduce the
authorized number of directors from thirteen to eleven and to limit to two the
number of directors who may be simultaneously employed as officers of the
Company. The remaining eight directors will continue to serve in accordance
with their previous elections.
It is intended that the persons named as proxies in the accompanying proxy
will vote FOR the election of the Board's three nominees. If any nominee should
become unable to serve as a director prior to the Meeting, the shares
represented by proxies otherwise voted in favor of the Board's three nominees
or which do not contain any instructions will be voted FOR the election of such
other person as the Board may recommend. Under Wisconsin law, directors are
elected by a plurality of the votes cast by the shares entitled to vote in the
election, assuming a quorum is present. For this purpose, "plurality" means
that the individuals receiving the largest number of votes are elected as
directors, up to the maximum number of directors to be chosen at the election.
Therefore, any shares of Common Stock which are not voted on this matter at the
Meeting, whether by abstention, broker nonvote or otherwise, will have no
effect on the election of directors at the Meeting.
Pursuant to the Company's By-laws, written notice of other qualifying
nominations by Shareholders for election to the Board must have been received
by the Secretary no later than December 6, 1995. As no notice of any such other
nominations was received, no other nominations for election to the Board of
Directors may be made by Shareholders at the Meeting.
Set forth below is certain information about the Board's nominees for
director and the eight continuing members.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ALL NOMINEES.
2
<PAGE>
NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS
TERM EXPIRING JANUARY, 1999
<TABLE>
<CAPTION>
YEAR FIRST
POSITION WITH COMPANY ELECTED
NAME AND AGE OR OTHER OCCUPATION DIRECTOR
------------ --------------------- ----------
<S> <C> <C> <C>
- - - - - - - - - - - -----
PHOTO JAMES-L.-FORBES- President, Chief Executive 1989
- - - - - - - - - - - ----- C, E, F...................63 Officer and Director of Bad-
ger Meter, Inc., a manufac-
turer and marketer of flow
measurement products; Direc-
tor of Blue Cross & Blue
Shield United of Wisconsin,
United Wisconsin Services,
Inc., Firstar Trust Company,
Firstar Corporation and The
Columbia Health Systems,
Inc.
- - - - - - - - - - - -----
PHOTO JAMES H. KEYES Chairman of the Board and 1990
- - - - - - - - - - - ----- A, C......................55 Chief Executive Officer of
Johnson Controls, Inc., a
supplier of automated build-
ing controls, automotive
seating, batteries and plas-
tic packaging; Director of
LSI Logic Corporation,
Firstar Corporation, Firstar
Trust Company and Firstar
Bank Milwaukee, N.A.
- - - - - - - - - - - -----
PHOTO DR. CAROL I. WASLIEN GHAZAII Professor and Chair, Public 1981
- - - - - - - - - - - ----- N, S......................55 Health Sciences, School of
Public Health, University of
Hawaii
</TABLE>
3
<PAGE>
MEMBERS OF THE BOARD OF DIRECTORS CONTINUING IN OFFICE
TERM EXPIRING JANUARY 1998
<TABLE>
<CAPTION>
YEAR FIRST
POSITION WITH COMPANY ELECTED
NAME AND AGE OR OTHER OCCUPATION DIRECTOR
------------ --------------------- ----------
<S> <C> <C> <C>
- - - - - - - - - - - -----
PHOTO MICHAEL-E.-BATTEN- Chairman of the Board and Chief Execu- 1980
- - - - - - - - - - - ----- C, F..............55 tive Officer, Twin Disc, Inc., a manu-
facturer of transmission components;
Director of Briggs & Stratton Corpora-
tion, Firstar Corporation, Walker
Forge, Inc. and Simpson Industries
- - - - - - - - - - - -----
PHOTO GUY A. OSBORN Chairman and Chief Executive Officer 1983
- - - - - - - - - - - ----- E.................59 of the Company; Director of WICOR,
Inc., Wisconsin Gas Company, Firstar
Corporation, Firstar Bank Milwaukee,
N.A., Fleming Companies, Inc. and
Northwestern Mutual Life Insurance
Company
- - - - - - - - - - - -----
PHOTO WILLIAM U. PARFET President and Chief Executive Officer 1993
- - - - - - - - - - - ----- C, F..............49 of Richard-Allan Medical Industries, a
manufacturer of surgical equipment and
medical supplies; Director of The
Upjohn Company, Old Kent Financial
Corporation, CMS Energy Corporation,
Stryker Corporation, Flint Ink, Corp.
and The Bissell Co. (1)
- - - - - - - - - - - -----
PHOTO ESSIE WHITELAW President and Chief Operating Officer 1993
- - - - - - - - - - - ----- A, N..............47 of Blue Cross & Blue Shield United of
Wisconsin, a comprehensive health in-
surer, since 1992; Director of WICOR,
Inc. (2)
</TABLE>
4
<PAGE>
MEMBERS OF THE BOARD OF DIRECTORS CONTINUING IN OFFICE
TERM EXPIRING JANUARY 1997
<TABLE>
<CAPTION>
YEAR FIRST
POSITION WITH COMPANY ELECTED
NAME AND AGE OR OTHER OCCUPATION DIRECTOR
------------ --------------------- ----------
<S> <C> <C> <C>
- - - - - - - - - - - -----
PHOTO JOHN-F.-BERGSTROM- President and Chief Executive Officer 1994
- - - - - - - - - - - ----- F, N..............49 of Bergstrom Corporation, which owns
automotive dealerships, hotels and
commercial real estate; Director of
Wisconsin Energy Corporation, Kimber-
ly-Clark Corporation, Midwest Express
Airlines and First National Bank-Fox
Valley
- - - - - - - - - - - -----
PHOTO LEON T. KENDALL Retired Chairman of the Board, MGIC, a 1985
- - - - - - - - - - - ----- A, E..............67 mortgage insurer; Professor of Finance
and Real Estate, Kellogg Graduate
School of Management, Northwestern
University; Director of Avatar Hold-
ings Corp., Asset Management Funds,
Inc. and Chicago Board Options Ex-
change
- - - - - - - - - - - -----
PHOTO KENNETH P. MANNING President and Chief Operating Officer 1989
- - - - - - - - - - - ----- E, S..............53 of the Company; Director of Firstar
Trust Company
- - - - - - - - - - - -----
PHOTO CHARLES S. MCNEER Retired Chairman of the Board and 1987
- - - - - - - - - - - ----- E, N..............69 Chief Executive Officer, Wisconsin En-
ergy Corporation, a supplier of elec-
tric, gas and real estate development
services
</TABLE>
- - - - - - - - - - - --------
A--Audit Committee F--Finance Committee
C--Compensation and Development Committee
N--Nominating Committee
E--Executive Committee S--Scientific Advisory Committee
(1) Mr. William U. Parfet served as Corporate Vice President and Treasurer of
The Upjohn Company from July, 1984 until January, 1988, and was Corporate
Vice President for Consumer Products, HealthCare Services & Pharmaceutical
Strategic Planning until January, 1989. He served as Executive Vice
President from January, 1989 until January, 1991, when he was elected
President. In April, 1993, he was also elected Vice Chairman. He resigned
as President and Vice Chairman, effective September 30, 1993.
(2) Prior to 1992, Ms. Whitelaw served as Vice President, Southeastern Region
of Blue Cross & Blue Shield United of Wisconsin.
5
<PAGE>
All other nominees and directors continuing in office have been employed in
their current executive positions or otherwise have served in executive officer
positions with the listed organizations for more than five years. No director,
nominee for director or executive officer had any material interest, direct or
indirect, in any business transaction of the Company or any subsidiary during
the 1995 fiscal year nor in any such proposed transaction.
The Board of Directors met five times during fiscal 1995, and each director,
except Mr. Parfet, attended at least 75% of the meetings of the Board and the
Board Committees on which he or she served that were held during the period in
which he or she was a director.
COMMITTEES OF THE BOARD OF DIRECTORS
The Executive Committee of the Board of Directors, which currently consists
of Messrs. Forbes, Kendall, Manning, McNeer and Osborn, met once during fiscal
1995. This Committee has the power and authority of the Board of Directors in
directing the management of the business and affairs of the Company in the
intervals between Board of Directors meetings, except to the extent limited by
law.
The Audit Committee of the Board of Directors met twice during fiscal 1995.
Messrs. Forker, Kendall, Keyes and Whitelaw are the current members of the
Audit Committee. This Committee, among other things: (a) recommends the
engagement of the independent accountants of the Company, approves their fee
and the scope and timing of their audit services; (b) reviews with the
independent accountants the internal control structure; (c) reviews with the
independent accountants their report on the consolidated financial statements
of the Company, and their recommendations for improvements in the internal
controls of the Company and the implementation of such recommendations; (d)
reviews the Company's internal audit program; and (e) reviews the adequacy and
appropriateness of the various policies of the Company dealing with the
principles governing performance of corporate activities. These policies
include antitrust compliance, conflict of interest and business ethics.
Members of the Compensation and Development Committee of the Board of
Directors, which held three meetings during fiscal 1995, include Messrs.
Batten, Forbes, Keyes and Parfet. This Committee reviews and approves all
compensation programs for senior management of the Company including salary
structure, base salary, and short- and long-term incentive compensation plans
including stock options and nonqualified fringe benefit programs. The Committee
also reviews and approves annual changes in each elected officer's compensation
including base salary and short- and long-term incentive awards and approves
all executive employment contracts. The Committee annually recommends to the
Board of Directors the election of Company officers. In addition, the Committee
annually reviews the performance of the Chief Executive Officer and reviews and
approves the Chief Executive Officer's management development and succession
plans for the Company.
The Nominating Committee of the Board of Directors, which consists of Messrs.
Bergstrom and Forker, Dr. Waslien Ghazaii, Mr. McNeer and Ms. Essie Whitelaw,
met once during fiscal 1995. This Committee studies and makes recommendations
concerning the composition of the Board of Directors and its committee
structure and reviews the compensation of Board and Committee members. The
Committee also recommends persons to be nominated by the Board of Directors for
election as directors of the Company at the Annual Meeting of Shareholders. The
Committee will consider nominees recommended by Shareholders. Recommendations
by Shareholders should be forwarded to the Secretary of the Company and should
identify the nominee by name and provide detailed information concerning his or
her qualifications. The Company's By-laws require that Shareholders give
advance notice and furnish certain information to the Company in order to
nominate a person for election as a director. See the discussion under "Future
Shareholder Proposals and Nominations" on page 16.
The Scientific Advisory Committee of the Board of Directors, which met twice
during fiscal 1995, annually reviews the Company's research and development
programs in respect to the quality and scope of work undertaken. It advises the
Company on maintaining product leadership through technological innovation,
reports
6
<PAGE>
on new technological trends that would significantly affect the Company and
suggests possible new emphasis in respect to its research programs. Members of
the Scientific Advisory Committee include Dr. Waslien Ghazaii and Mr. Manning.
The Finance Committee of the Board of Directors, which met twice during
fiscal 1995, reviews and monitors the Company's financial planning and
structure to ensure conformance with the Company's requirements for growth and
fiscally sound operation. The Committee reviews and approves (a) the Company's
annual capital budget, long-term financing plans, existing credit facilities
and investments, and commercial and investment banking relationships; (b)
existing insurance programs, foreign currency management and the stock
repurchase program; (c) the Company's dividend policy including payout levels
and timing; and (d) the financial management and administrative operation of
the Company's qualified and nonqualified benefit plans. Messrs. Batten,
Bergstrom, Forbes, Murray and Parfet are the current members of the Finance
Committee.
DIRECTOR COMPENSATION AND BENEFITS
Directors who are not officers of the Company received during fiscal 1995 an
annual retainer of $20,000 and fees of $1,000 for each Board and Committee
meeting attended in addition to reimbursable expenses for such attendance. Each
Committee chairperson receives an additional $1,000 annually for serving in
that capacity. A portion of the annual retainer is paid in Common Stock
pursuant to the Universal Foods Corporation Director Stock Grant Plan (the
"Director Plan") as approved by the Shareholders on January 23, 1992. Under the
Director Plan, each nonemployee director automatically receives an award of
Common Stock on October 1 of each year. The value of the award was $5,000 for
fiscal 1995. The award consists of a number of shares of Common Stock
determined by dividing the value of the award by the per share closing price of
Common Stock on the New York Stock Exchange on October 1. The shares may not be
sold or otherwise transferred for a period of six months after the grant date,
except in the event of death or disability. On October 1, 1994, 169 shares of
Common Stock were awarded to each nonemployee director (Messrs. Batten,
Bergstrom, Forbes, Forker, Kendall, Keyes, McNeer, Murray, Parfet and Dr.
Waslien Ghazaii and Ms. Whitelaw). Such shares were transferred from the
Company's treasury stock.
The Company has an unfunded retirement plan for nonemployee directors who
have at least three years of service with the Company as a director. The plan
provides a benefit equal to the annual retainer fee for directors in effect at
the time of the director's departure from the Board. This benefit, payable only
during the lifetime of the participant, continues for a period equal to the
amount of time the individual was an active director. During the benefit
period, the participant must be available to the Chairman of the Board for
consultation.
The Company has a Deferred Compensation Plan available to any director who is
entitled to compensation as a Board member. Under this plan, the maximum amount
that is eligible to be deferred is the total of all fees paid to the director
by reason of his or her membership on the Board or any Committee thereof other
than the portion of the annual retainer paid in Common Stock. The fees deferred
are credited to individual deferred compensation accounts which bear interest
at the rate of 8%. The amounts deferred pursuant to this plan will be paid in
either (i) a lump sum on January 31st of the calendar year following the year
in which the director ceases to be a director or (ii) five equal consecutive
annual installments commencing on January 31st of the first calendar year after
the director ceases to serve as a director. In the event of death, the balance
in a director's account will be paid in a lump sum to a designated beneficiary
or to the director's estate.
7
<PAGE>
PRINCIPAL SHAREHOLDERS
MANAGEMENT
The following table sets forth certain information as of December 1, 1995
regarding the beneficial ownership of Common Stock by each of the executive
officers of the Company who is named in the Summary Compensation Table set
forth below, each director and nominee and all of the directors and executive
officers of the Company as a group. Except as otherwise indicated, all shares
listed are owned with sole voting and investment power.
<TABLE>
<CAPTION>
AMOUNT AND NATURE
OF OWNERSHIP
NAME OF BENEFICIAL OWNER (1)(2)
------------------------ -----------------
<S> <C>
Michael E. Batten...................................... 1,486
John F. Bergstrom...................................... 1,327
James L. Forbes........................................ 1,261
Dr. Olan D. Forker (3)................................. 1,639
Dr. Carol I. Waslien Ghazaii........................... 1,109
Richard F. Hobbs (4)................................... 54,093
Leon T. Kendall........................................ 2,236
James H. Keyes (5)..................................... 3,205
Charles S. McNeer...................................... 2,572
Kenneth P. Manning (6)................................. 145,938
John L. Murray (7)..................................... 126,494
Guy A. Osborn (8)...................................... 427,938
James F. Palo.......................................... 100,473
William U. Parfet...................................... 1,472
Essie Whitelaw......................................... 472
Michael A. Wick........................................ 78,483
All directors and executive officers as a group (26
persons) (9).......................................... 1,072,400
</TABLE>
- - - - - - - - - - - --------
(1) No Director or named executive officer owns 1% or more of the Company's
Common Stock, except Mr. Osborn, whose beneficial ownership represents
1.5% of the Common Stock.
(2) Includes the following shares subject to stock options which are currently
exercisable or exercisable within 60 days of December 1, 1995: Mr. Hobbs,
36,384 shares; Mr. Manning, 108,767 shares; Mr. Osborn, 172,584 shares;
Mr. Palo, 73,030 shares; and Mr. Wick, 64,277 shares; and all directors
and executive officers as a group, 645,819 shares.
(3) Includes 159 shares held by Mr. Forker's spouse.
(4) Includes 1,100 shares held by Mr. Hobbs' daughter.
(5) Includes 675 shares held by Mr. Keyes' spouse.
(6) Includes 750 shares held by Mr. Manning's children.
(7) Includes 31,625 shares held by Mr. Murray's spouse.
(8) Includes 22,230 shares held by Mr. Osborn's spouse.
(9) All directors and executive officers as a group own 3.9% of the Company's
Common Stock.
8
<PAGE>
OTHER BENEFICIAL OWNERS
The following table sets forth information regarding beneficial ownership by
those persons whom the Company believes to be beneficial owners of more than 5%
of the Common Stock of the Company. The following information is based on
reports on Schedules 13D and 13G and amendments thereto filed by those persons
with the Securities and Exchange Commission.
<TABLE>
<CAPTION>
AMOUNT AND PERCENT
NAME AND ADDRESS NATURE OF
OF BENEFICIAL OWNERS OF OWNERSHIP CLASS
-------------------- ------------- -------
<S> <C> <C>
Marshall & Ilsley Corporation...................... 1,999,462 (1) 7.68%
770 North Water Street
Milwaukee, WI 53202
</TABLE>
- - - - - - - - - - - --------
(1) Marshall & Ilsley Corporation reported that, as of February 10, 1995, it
had sole voting power as to 147,743 shares of Common Stock and shared
voting power as to 27,277 shares, and it had sole dispositive power as to
1,972,267 shares of Common Stock and shared dispositive power as to 27,195
shares. Marshall & Ilsley Corporation is the trustee of the Universal Foods
Retirement Employee Stock Ownership Plan and Universal Foods Corporation
Savings Plan.
COMPENSATION AND DEVELOPMENT COMMITTEE REPORT
Introduction
This report describes the Company's executive compensation programs and the
basis on which fiscal year 1995 compensation was determined with respect to the
executive officers of the Company. The Committee is composed entirely of
independent nonemployee directors and met 3 times during fiscal 1995. A more
complete description of the Committee functions is set forth under the heading
"Committees of the Board of Directors."
Compensation Policy and Objectives
The Company has developed an overall compensation policy and specific
compensation plans that tie a significant portion of executive compensation to
the Company's success in meeting specified performance goals (the "Program").
The overall objectives of this policy are to attract and retain the best
possible executive talent, to motivate these executives to achieve the
Company's business strategy and financial goals, to link executive and
shareholder interests through equity-based plans and to provide a Program that
recognizes individual contributions.
Each year the Committee conducts a review of the Company's Program. This
review includes a meeting with independent compensation consultants assessing
the effectiveness of the Program and comparing it to a group of public
corporations that represent the Company's competition for executive talent. The
Committee approves the selection of comparator companies used for this
analysis. The comparator group used for compensation analysis currently
consists of 14 companies, including companies in the S&P Food Index in the
Proxy Performance Graph. However, the Committee believes that the Company's
most direct competitors for executive talent are not necessarily all of the
companies included in the S&P Food Index. The Committee determines the
compensation for the 15 elected officers including the 5 most highly
compensated Company executives. In reviewing individual performance, the
Committee takes into account the recommendations of Mr. Osborn. Key elements of
the Company's Program are base salary, short-term (annual) incentive and long-
term incentives.
Base Salaries
Base salaries are initially determined by evaluating the responsibilities of
the position, the experience of the individual and by reference to the
competitive marketplace for executive talent, including a comparison with base
salaries for comparable positions at other comparator companies. The base
salary levels of the Company's
9
<PAGE>
executives are targeted at the 50th percentile of the range of base pay levels
of similarly positioned executives in comparator companies. Base pay levels
are determined using regression analysis because of the difference in size
between the comparator companies and the Company. The Committee annually
reviews each executive's base salary. Adjustments are determined by evaluating
the financial performance of the Company, the performance of each executive
officer against job specifications, any new responsibilities and average
percentage pay increases provided by the comparator companies for similar
positions. In the case of executive officers with responsibility for a
particular business unit, such unit's financial results are also considered.
As reflected in the Summary Compensation Table on page 11, Mr. Osborn's base
salary was increased in fiscal 1995 by $23,000 (4.7%). In determining Mr.
Osborn's base salary, the Committee weighed the aforementioned criteria
equally.
Annual Bonuses
The Management Incentive Plan for Major Corporate Executives (the "Annual
Plan") promotes the Company's pay-for-performance policy by providing annual
cash payments to executives based upon achieving Company and individual
performance goals. The Annual Plan has both a Formula and Discretionary
portion subject to a maximum of 45% to 75% of fiscal base salary depending on
a participant's position in the Company. The Formula award is based on the
level of achievement of a targeted Earnings Per Share level for the fiscal
year, with 65% of the maximum Formula award being paid upon achieving the
target level. The Discretionary portion is fully awarded based on each
executive achieving specific non-financial personal objectives agreed upon
with his/her immediate supervisor at the beginning of each fiscal year. Mr.
Osborn's non-financial objectives under the Discretionary portion are
established by the Committee and typically deal in such areas as acquisitions,
divestitures, capital allocation and organizational development.
Bonus awards are targeted at levels approximating the 50th percentile of
comparator companies' practices for each executive position. For performance
exceeding the targeted levels, the bonus opportunities are tied to 75th
percentile practices among comparator companies. In fiscal 1995, Mr. Osborn's
bonus opportunity was 75% of his base salary. As reflected in the Summary
Compensation Table, his bonus award under the Annual Plan was $372,760 or
approximately 72% of his base salary. The Company's Earnings Per Share level
for fiscal 1995 exceeded the targeted level.
Stock Awards--Long-Term Incentives
Under the Company's 1990 Employee Stock Plan and 1994 Employee Stock Plan,
which were approved by Shareholders, restricted stock or stock options may be
granted to the Company's executive officers and other key employees. The
Committee makes annual decisions regarding appropriate stock-based grants for
each executive based on the following equally weighted factors. The Committee
considers the Company's financial performance, executives' levels of
responsibilities and predicted values at the 50-75th percentile of long-term
incentive compensation practices for similar positions at the comparator
companies. If restricted stock is awarded, it is valued at the market price of
the Common Stock on the date of grant and vests in five years. All outstanding
options vest 1/3 each year from the date of grant. This compensation approach
is designed to provide incentive to create shareholder value over the long
term since the full benefit of the compensation cannot be realized unless
stock price appreciation occurs over a number of years. In fiscal 1995, Mr.
Osborn received 2,500 restricted stock shares and options to purchase 45,000
shares at their fair market value on the date of grant.
Code Section 162(m)
Section 162(m) of the Internal Revenue Code limits the Company's income tax
deduction for compensation paid in any taxable year to certain executive
officers to $1,000,000, subject to several exceptions. The Committee
10
<PAGE>
intends to grant awards under the 1994 Employee Stock Plan that are designed,
in most cases, to qualify for the performance-based compensation exception.
Compensation and Development Committee
Michael E. Batten
James L. Forbes
James H. Keyes, Chairperson
William U. Parfet
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth information on the compensation of the Chief
Executive Officer and each of the other four most highly compensated executive
officers ("named executive officers") of the Company as of September 30, 1995.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG-TERM COMPENSATION
--------------------------------- -----------------------------
RESTRICTED SECURITIES ALL OTHER
NAME AND PRINCIPAL BASE SALARY BONUS STOCK AWARDS UNDERLYING COMPENSATION
POSITION YEAR ($) ($)(2) ($)(3) OPTIONS/SARS (#) ($)(4)
------------------ ---- ----------- -------- ------------ ---------------- ------------
<S> <C> <C> <C> <C> <C> <C>
Guy A. Osborn 1995 $515,000 $372,760 $ 82,500 45,000 $133,957
Chairman and CEO 1994 492,000 267,525 185,250 42,000 128,652
1993 467,000 350,250 219,375 44,000 123,780
Kenneth P. Manning 1995 351,000 254,054 66,000 35,000 59,343
President and COO 1994 316,000 171,825 92,625 29,000 52,767
1993 291,000 218,250 108,000 27,900 48,130
Michael A. Wick 1995 188,000 94,000 66,000 16,000 28,246
President--Warner 1994 174,000 87,000 49,400 13,000 26,126
Jenkinson Company 1993 159,000 79,500 54,000 12,000 23,316
James F. Palo 1995 184,000 92,000 66,000 14,000 40,067
President-- 1994 177,000 88,500 43,225 12,000 38,957
Rogers Foods, Inc. 1993 167,000 83,500 54,000 12,000 36,638
Richard F. Hobbs 1995 175,000 97,825 16,500 17,000 27,302
Vice President-- 1994 154,750 55,250 37,050 12,000 22,677
Administration (1) 1993 139,000 62,550 30,375 7,700 20,554
</TABLE>
- - - - - - - - - - - --------
(1) Mr. Hobbs was elected Vice President--Administration effective July 7,
1994. Prior thereto he served as Vice President and Controller.
(2) Consists of awards under the Company's management incentive plans.
(3) The amounts in the table reflect the market value on the date of award of
restricted shares of Common Stock. Total number and value of restricted
shares held as of September 30, 1995, for each named individual are: Guy
Osborn, 18,700 shares--$652,163; Kenneth Manning, 10,300 shares--$359,213;
Michael A. Wick, 6,200--$216,225; James Palo, 6,000 shares--$209,250; and
Richard Hobbs, 3,200 shares--$111,600. Dividends are paid on restricted
shares when paid on Common Stock.
(4) Consists of contributions in fiscal 1995 under Company benefit plans for
the five named individuals as follows:
<TABLE>
<CAPTION>
ESOP SAVINGS TRANSITION
------- ------- ----------
<S> <C> <C> <C>
Guy A. Osborn.................................. $53,264 $31,301 $49,390
Kenneth P. Manning............................. 36,302 20,913 2,127
Michael A. Wick................................ 16,920 11,000 326
James F. Palo.................................. 16,560 10,900 12,607
Richard F. Hobbs............................... 16,370 9,210 1,722
</TABLE>
11
<PAGE>
STOCK OPTIONS
The following table sets forth information concerning the grant of stock
options under the Company's 1994 Employee Stock Plan during fiscal 1995 to the
named executive officers.
OPTION/SAR GRANTS IN 1995 FISCAL YEAR
<TABLE>
<CAPTION>
PERCENTAGE POTENTIAL REALIZABLE
NUMBER OF OF TOTAL VALUE AT ASSUMED
SECURITIES OPTIONS/SARS ANNUAL RATES OF STOCK PRICE
UNDERLYING GRANTED TO APPRECIATION
OPTIONS/SARS EMPLOYEES IN EXERCISE OR FOR TEN YEAR OPTION TERM(3)
GRANTED 1995 FISCAL BASE PRICE EXPIRATION ---------------------------
NAME (#)(1) YEAR ($/SHARE)(2) DATE 5% 10%
- - - - - - - - - - - ---- ------------ ------------ ------------ ---------- ------------ --------------
<S> <C> <C> <C> <C> <C> <C>
Guy A. Osborn........... 45,000 12.1% 33.000 9/18/05 $ 933,930 $ 2,366,730
Kenneth P. Manning...... 35,000 9.4% 33.000 9/18/05 726,390 1,840,790
Michael A. Wick......... 16,000 4.3% 33.000 9/18/05 332,064 841,504
James F. Palo........... 14,000 3.8% 33.000 9/18/05 290,566 736,316
Richard F. Hobbs........ 17,000 4.6% 33.000 9/18/05 352,810 894,090
All Shareholders(4)..... -- -- -- -- 541,668,525 1,372,675,841
</TABLE>
- - - - - - - - - - - --------
(1) The options reflected in the table are nonqualified stock options and
incentive stock options under the Internal Revenue Code and were granted on
September 18, 1995. The exercise price of each option granted was equal to
100% of the fair market value of the Common Stock on the date of grant. The
options granted vest in increments of one-third on each of the three
anniversaries of the grant date. The options are subject to early vesting
in the event of the optionee's death, disability or retirement. Upon a
"change in control" of the Company (as defined in the 1990 and 1994
Employee Stock Plans), all options then outstanding will become immediately
exercisable in full.
(2) The exercise price of options may be paid in cash, by delivering previously
issued shares of Common Stock or any combination thereof.
(3) The option values presented were calculated based on a share price of
$33.00 as of grant at assumed 5% and 10% annualized rates for the term of
the grant. The actual value, if any, that an optionee may realize upon
exercise will depend on the excess of the market price of the Common Stock
over the option exercise price on the date the option is exercised. There
is no assurance that the actual value realized by an optionee upon the
exercise of an option will be at or near the value estimated under the
model described above.
(4) The potential realizable value for "All Shareholders" and for the options
actually granted are determined on the assumption that the price of the
Company's Common Stock appreciated over the term of the options from the
$33.00 per share market price as of the date of grant at an annualized rate
(1) of 5% (which would result in a value on September 18, 2005 of $53.754
per share); and (2) 10% (which would result in a value on September 18,
2005, of $85.594 per share). The "All Shareholders" information is
calculated based on 26,099,476 shares of the Company' Common Stock
outstanding as of September 30, 1995. Thus, for comparative purposes, the
total value of such Common Stock as of the date on which the options were
granted would be $861,282,708.
12
<PAGE>
The following table sets forth information regarding the exercise of stock
options by each of the named executive officers during the 1995 fiscal year and
the fiscal year-end value of unexercised stock options held by such officers.
AGGREGATED OPTION EXERCISES IN 1995 FISCAL YEAR AND
FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING
UNEXERCISED OPTIONS/SARS VALUE OF UNEXERCISED IN-THE-
SHARES AT END OF FISCAL 1995 MONEY OPTIONS/SARS AT END
ACQUIRED ON (#)(1) OF FISCAL 1994 ($)(2)
EXERCISE VALUE ------------------------- --------------------------------
NAME (#) REALIZED ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- - - - - - - - - - - ---- ----------- ------------ ----------- ------------- -------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Guy A. Osborn........... 0 $ 0 172,584 87,666 $ 652,064 $ 212,874
Kenneth P. Manning...... 0 0 108,767 63,633 481,656 153,420
Michael A. Wick......... 0 0 64,277 28,666 429,692 69,164
James F. Palo........... 0 0 73,030 26,000 616,598 62,750
Richard F. Hobbs........ 0 0 37,296 27,566 209,853 66,762
</TABLE>
- - - - - - - - - - - --------
(1) SARs are rights, granted in tandem with an option, to receive cash payments
equal to any appreciation in value of the shares subject to option from the
date of the option grant to the date of exercise, in lieu of exercise of
the option.
(2) The dollar values were calculated by determining the difference between the
fair market value of the underlying shares of Common Stock and the various
applicable exercise prices of the named executive officers' outstanding
options at the end of fiscal 1995. The last reported sale price of the
Company's Common Stock on the New York Stock Exchange on September 30, 1995
was $34.875 per share.
EMPLOYMENT AGREEMENTS
The Company has employment contracts with Messrs. Osborn and Manning. The
initial term of each of these agreements is for three years which is
automatically extended for an additional one-year period except that in no
event will the term of employment extend beyond the calendar month in which the
employee's 65th birthday occurs or the employee becomes disabled or dies. In
the event of a "change of control" as defined in these agreements, the
executives will be automatically employed for a period of three years. During
this employment period, these agreements provide for the payment of base salary
subject to annual adjustment, bonus plus customary fringe benefits. The
agreements can be terminated upon 30 days' notice by the Board of Directors
with or without cause. If terminated without cause, certain termination
benefits are payable to the executive in an amount equal to the executive's
base salary then in effect plus the bonus for the most recently completed
fiscal year, and the executive continues to receive fringe benefits for not
more than one year. If an executive's employment is terminated after a "change
of control," the Company will pay the executive a lump sum equal to three times
the sum of the executive's annual base salary then in effect and the amount of
the largest bonus paid to the executive during the three years preceding
termination and continue coverage under existing benefit plans for two years.
Further, if the executive's employment terminates before he or she becomes 100%
vested in his or her entire account balance under the Universal Foods
Corporation Savings Plan or ESOP, the executive will be fully vested under both
plans.
The Company also currently has Executive Employment and Severance Agreements
with 9 other executive officers who are part of the executive officer group.
Each of these agreements provides that in the event of a "change of control,"
as defined in the respective agreement, the Company will continue to employ the
executive for a period of three years following the date of such change of
control; however, in no event shall the term of the employment extend beyond
the end of the calendar month in which the executive's 65th birthday occurs.
During this employment period, the executive shall receive as compensation the
base salary then in effect, subject to yearly adjustment, bonus awards in
accordance with past practice, and all other customary fringe benefits in
13
<PAGE>
effect as of the date of the change of control. The Company and the executive
each retain the right to terminate employment at any time prior to a change of
control. After a change of control, the agreement may be terminated by the
Board upon 30 days' prior written notice in which event, unless terminated for
cause, the Company shall pay the executive a lump sum equal to three times the
sum of the executive's annual base salary then in effect and the amount of the
largest bonus paid to the executive during the three years preceding
termination and continue coverage under existing benefit plans for two years.
Further, if the executive's employment terminates before he or she becomes
100% vested in his or her entire account balance under the Universal Foods
Corporation Savings Plan or ESOP, the executive will be fully vested under
both plans. During fiscal 1996, the Company intends to enter into new
severance and change of control agreements with the 9 executive officers as
well as 4 other executive officers. The new agreements will have substantially
the same terms and conditions as the current Executive Employment and
Severance Agreements, except that under the new agreements, the Company will
pay any excise taxes assessed against any payments made to the executive.
The Company provides a nonqualified supplemental executive retirement
benefit for selected officers and key employees. Generally, participants
contribute to the plan, in each year until death or retirement, an amount
equal to the term insurance premium applicable to a life insurance benefit of
two or three times the participant's base salary in effect on the date of
acceptance into the plan, unless all amounts were previously paid under a
predecessor plan. A pre-retirement survivor income benefit equal to 20%, 25%
or 30% of base salary payable for 15 or 20 years is available to designated
beneficiaries if the participant dies prior to retirement. At the time of
retirement, the participant may continue the survivor income benefit or elect
to receive a supplemental retirement income benefit equal to 20%, 25% or 30%
of base salary for 15 or 20 years or an actuarially equivalent survivor
benefit. The benefit obligations under this plan are funded through Company-
owned life insurance policies. The executive officers named in the
compensation table on page 11 participate in this plan. The program is
designed so that if the assumptions made as to mortality experience, policy
dividends and other factors are realized, the Company will recover all its
payments plus an interest factor for the use of Company money. The Company has
a supplemental retirement arrangement with Mr. Osborn. Under this arrangement,
he will receive an annual payment commencing at retirement of $14,500 for 15
years.
The Company has established two so-called "Rabbi Trusts" by entering into
trust agreements with Marshall & Ilsley Trust Company (the "Trustee") to
assure the satisfaction of the obligations of the Company under various plans
and agreements to make deferred and other payments to certain of its past,
present and future executives including the current executive officers named
in the executive compensation table on page 11 ("Rabbi Trusts I and II").
Pursuant to Rabbi Trusts I and II, which are irrevocable, the Company has
deposited, and is obligated to maintain on deposit, with the Trustee, either
amounts of cash, marketable securities and/or insurance policies sufficient to
fund such payments. Rabbi Trusts I and II will terminate upon the earlier of
the exhaustion of the trust corpus or the final payment to the executives
pursuant to all of such plans and agreements, and any remaining assets will be
paid to the Company.
The Company has also entered into another trust agreement ("Rabbi Trust
III") with the Trustee to assure that payments to nonemployee directors will
not be improperly withheld. Rabbi Trust III was established on substantially
the same terms as Rabbi Trusts I and II, except that Rabbi Trust III is
revocable under certain circumstances and is currently funded with a nominal
amount but is required to be fully funded by the Company in the event of a
potential change in control or a change in control (as defined in Rabbi Trust
III) or at such other time as the Board of Directors may determine.
COMPANY STOCK PERFORMANCE
The following graph compares on a cumulative basis the yearly percentage
change since September 30, 1990 in (a) the total shareholder return on the
Common Stock with (b) the total return on the Standard & Poor's 500 Composite
Index (the "S&P 500 Index") and (c) the total return on the Standard & Poor's
Food Index (the "S&P Food Index"). Such yearly percentage change has been
measured by dividing (a) the sum of (i) the amount of dividends for the
measurement period, assuming dividend reinvestment, and (ii) the difference
14
<PAGE>
between the price per share at the end of and the beginning of the measurement
period, by (b) the price per share at the beginning of the measurement period.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
AMONG S&P 500 INDEX, S&P FOODS INDEX AND UNIVERSAL FOODS CORPORATION
<TABLE>
<CAPTION>
1990 1991 1992 1993 1994 1995
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Universal Foods Corporation 100 130.84 110.14 122.07 109.74 133.20
S&P Food Index 100 140.34 159.29 143.93 159.49 197.96
S&P 500 Index 100 131.17 145.66 164.60 170.87 221.26
</TABLE>
The graph assumes $100 was invested on September 30, 1990 in the S&P 500
Index, S&P Foods Index and Universal Foods Corporation Common Stock, and that
dividends are reinvested at the end of the month in which they are paid.
APPOINTMENT OF INDEPENDENT AUDITOR
Upon the recommendation of the Audit Committee of the Board of Directors,
the Board, subject to shareholder ratification, has selected Deloitte & Touche
LLP, certified public accountants, to audit the financial statements of the
Company for the year ending September 30, 1996. Deloitte & Touche LLP has been
the independent auditor of the Company for many years and has advised the
Company that neither the firm nor any of its partners have any direct or
indirect material financial interest in the Company. The Board recommends a
shareholder vote FOR ratification of such selection. The affirmative vote of
more shares than those voted against such ratification at the Meeting is
required for ratification. Under Wisconsin law, any shares of Common Stock
which are not voted on this matter at the Meeting, whether by abstention,
broker nonvote or otherwise, will have no effect on the ratification of
auditors. Representatives of Deloitte & Touche LLP are expected to be present
at the Meeting and will have an opportunity to make a statement if they desire
to do so and to respond to appropriate shareholder questions.
OTHER MATTERS
Company management knows of no business which will be presented for action
at the Meeting other than those items identified in the Notice of Annual
Meeting. Pursuant to the Company's By-Laws, written notice of any Shareholder
proposals to be presented at the Meeting must have been received by the
Secretary no later than December 6, 1995. As no notice of any Shareholder
proposals was received, no business may be brought before
15
<PAGE>
the Meeting by any Shareholders. If other matters are brought before the
Meeting by the Board of Directors, it is intended that proxies will be voted at
the Meeting in accordance with the judgment of the person or persons exercising
the authority conferred by such proxies.
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers and directors to file reports of ownership and changes in ownership
with the Securities and Exchange Commission and the New York Stock Exchange.
SEC regulations require officers and directors to furnish the Company with
copies of all Section 16(a) forms they file. Based solely on review of the
copies of such forms furnished to the Company, the Company believes that during
the fiscal year ended September 30, 1995 all its officers and directors
complied with Section 16(a) filing requirements, except that one Form 4,
covering one transaction, was filed late by Dr. Forker.
FUTURE SHAREHOLDER PROPOSALS AND NOMINATIONS
The Company welcomes comments or suggestions from its Shareholders. In the
event a Shareholder desires to have a proposal formally considered at the 1997
Annual Shareholders' Meeting and included in the proxy statement for that
meeting, the proposal must be in writing and received by the Secretary of the
Company on or before August 17, 1996.
In addition, the Company's By-laws establish procedures for Shareholder
nominations for elections of directors of the Company and bringing business
before any annual meeting of Shareholders of the Company. Among other things,
to bring business before an annual meeting or to nominate a person for election
as a director at an annual meeting, a Shareholder must give written notice to
the Secretary of the Company not more than 90 nor less than 50 days prior to
the fourth Thursday in the month of January next following the last annual
meeting held. The notice must contain certain information about the proposed
business or the nominee and the Shareholder making the proposal. Any
Shareholder interested in making a nomination or proposal should request a copy
of the applicable By-law provisions from the Secretary of the Company.
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. THEREFORE, SHAREHOLDERS
ARE REQUESTED TO DATE, SIGN AND RETURN THE PROXY CARD AS SOON AS POSSIBLE. IF
YOUR SHARES ARE REGISTERED IN THE NAME OF A BROKER OR BANK, ONLY YOUR BROKER OR
BANK CAN SUBMIT THE PROXY CARD ON YOUR BEHALF. PLEASE CONTACT THE PERSON
RESPONSIBLE FOR YOUR ACCOUNT AND DIRECT HIM OR HER TO SUBMIT THE PROXY CARD ON
YOUR BEHALF.
UPON THE WRITTEN REQUEST OF ANY SHAREHOLDER, ADDRESSED TO THE SECRETARY OF
THE COMPANY, THE COMPANY WILL PROVIDE TO SUCH SHAREHOLDER WITHOUT CHARGE A COPY
OF THE COMPANY'S 1995 ANNUAL REPORT ON FORM 10-K (WITHOUT EXHIBITS) AS FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION.
By Order of the Board of Directors
Terrence M. O'Reilly
Secretary
December 15, 1995
16
<PAGE>
[LOGO]
UNIVERSAL FOODS CORPORATION
433 East Michigan Street
Milwaukee, Wisconsin 53202
Notice Of Annual Meeting
To Be Held January 25, 1996
December 1995
Dear Fellow Shareholder:
You are invited to attend the Annual Meeting of Shareholders of Universal Foods
Corporation. The meeting will be held on Thursday, January 25, 1996, at 2:00
p.m. at the Italian Community Center, 631 East Chicago Street, Milwaukee,
Wisconsin. Directions to the meeting and a map are provided on the reverse side
of this letter.
We hope that you will be able to join us at the meeting to review the year and
take a look at what the future holds for our company. In addition, the business
to be transacted includes the election of directors and the ratification of the
appointment of auditors.
Whether or not you plan to attend, it is important that you exercise your right
to vote as a shareholder. Please indicate your vote on the proxy card below,
sign and date the card, detach it from this letter and return it promptly to the
independent tabulator in the envelope provided. Be assured that your votes are
completely confidential.
We look forward to seeing you at the meeting. On behalf of the management and
directors of Universal Foods Corporation, we want to thank you for your
continued support and confidence.
Sincerely,
[SIGNATURE OF GUY A. OSBORN] [SIGNATURE OF KENNETH P. MANNING]
Guy A. Osborn Kenneth P. Manning
Chairman and Chief Executive Officer President and Chief Operating
Officer
UNIVERSAL FOODS CORPORATION
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JANUARY 25, 1996
The undersigned constitutes and appoints GUY A. OSBORN and TERRENCE M.
O'REILLY, and each of them, with full power of substitution, the true and lawful
proxies of the undersigned, to represent and vote, as designated below, all
shares of Common Stock of Universal Foods Corporation which the undersigned is
entitled to vote at the Annual Meeting of Shareholders of such corporation to be
held at the Italian Community Center, 631 East Chicago Street, Milwaukee,
Wisconsin, on Thursday, January 25, 1996, 2:00 p.m. Central Time, and at any
adjournment thereof:
1. Election of Directors [_] FOR all Nominees listed [_] WITHHOLD authority
below (except as marked to vote for all
to the contrary below). nominees listed
below.
James L. Forbes, Dr. Carol I. Waslien Ghazail, James H. Keyes
(INSTRUCTION: To withhold authority to vote for any individual nominee,
write that nominee's name in the space provided below.)
----------------------------------------------------------------------
2. Proposal to ratify the appointment of Deloitte & Touche LLP as the
independent auditors of the corporation.
[_] For [_] Against [_] Abstain
3. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
The Board of Directors recommends a vote FOR Items 1 and 2.
<PAGE>
UNIVERSAL FOODS
CORPORATION
ANNUAL MEETING
OF SHAREHOLDERS
JANUARY, 25, 1996
AT 2:00 P.M.
[UNIVERSAL FOODS CORPORATION MAP]
Convenient Free Parking
+ PLEASE FOLD HERE BEFORE DETACHING PROXY CARD +
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED BY
THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THE PROXY WILL BE VOTED
"FOR" ALL NOMINEES LISTED IN ITEM 1 AND FOR ITEM 2.
The undersigned acknowledges receipt of
the Notice of said Annual Meeting and
the accompanying Proxy Statement and
Annual Report.
Dated: _______________________, 19____
Signed _______________________________
_______________________________
(Please print name)
NOTE: Please sign exactly as name
appears on your stock certificate. Joint
owners should each sign personally. A
corporation should sign full corporate
name by duly authorized officers and
affix corporate seal. When signing as
attorney, executor, administrator,
trustee or guardian, give full title as
such.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD
OF DIRECTORS OF UNIVERSAL FOODS CORPORATION
