<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] No fee required
[_] 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:
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(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 23, 1997
To the Shareholders of
Universal Foods Corporation:
NOTICE IS HEREBY GIVEN that the 1997 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 23, 1997, at 2:00 p.m.,
Central Standard Time, for the following purposes:
1. To elect four 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 1997.
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 6, 1996
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 18, 1996
<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 23, 1997
----------------
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 18, 1996 in connection with the
solicitation by the Board of Directors of the Company ("Board") of proxies for
use at the Company's 1997 Annual Meeting of Shareholders to be held at the
Italian Community Center, 631 East Chicago Street, Milwaukee, Wisconsin, on
Thursday, January 23, 1997, 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, 1996,
and certain other information concerning the Company. The Annual Report and
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 6, 1996 are entitled to notice of, and to
vote at, the Meeting. On that date, the Company had 25,434,187 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 Shareholder's instructions contained in the
proxy. If no instructions are indicated on the proxy, the shares represented
thereby will be voted FOR the Board's four nominees for director, FOR
ratification of the Board's selection of the Company's 1997 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. Any Shareholder giving a proxy may revoke it at any time before it is
exercised by delivering written notice thereof to the Secretary. 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. 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 $7,500 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 consists of eleven members divided into three classes.
One class is elected each year to serve for a term of three years. Four
directors are to be elected at the Meeting. Three of the nominees are currently
directors of the Company. Incumbent director Charles S. McNeer is retiring at
the end of his term, which expires at the Meeting. Mr. McNeer served as a
director for 9 years. The remaining seven 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 four 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 four 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 4, 1996. 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 seven 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, 2000
<TABLE>
<CAPTION>
YEAR FIRST
POSITION WITH COMPANY ELECTED
NAME AND AGE OR OTHER OCCUPATION DIRECTOR
------------ --------------------- ----------
- ---------<S>--- <C> <C>
- ---------JOHN-F.-BERGSTROM- President and Chief Executive Officer 1994
F, N..............50 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
WILLIAM V. HICKEY President and Chief Operating Officer
..................52 of Sealed Air Corporation, a leading
global manufacturer of a wide range of
protective and speciality packaging
- ------------ materials and systems (1)
- ------------
LEON T. KENDALL Retired Chairman of the Board of MGIC, 1985
A, E..............68 a mortgage insurer; Professor of Fi-
nance and Real Estate, Kellogg Gradu-
ate School of Management, Northwestern
- ------------ University; Director of Avatar Hold-
- ------------ ings Corp., Asset Management Funds,
Inc. and Chicago Board Options Ex-
change
KENNETH P. MANNING President and Chief Executive Officer 1989
E, S..............54 of the Company; Director of Firstar
Trust Company and Badger Meter, Inc.
(2)
</TABLE>
3
<PAGE>
MEMBERS OF THE BOARD OF DIRECTORS CONTINUING IN OFFICE
TERM EXPIRING JANUARY, 1999
<TABLE>
<CAPTION>
YEAR FIRST
POSITION WITH COMPANY ELECTED
NAME AND AGE OR OTHER OCCUPATION DIRECTOR
------------ --------------------- ----------
- ---------<S>--- <C> <C>
- ---------JAMES-L.-FORBES- President, Chief Executive Officer and 1989
C, E, F...............64 Director of Badger Meter, Inc., a man-
ufacturer and marketer of flow mea-
surement products; Director of Blue
- ------------ Cross & Blue Shield United of Wiscon-
- ------------ sin, United Wisconsin Services, Inc.,
Firstar Trust Company, Firstar Corpo-
ration, The Columbia Health Systems,
Inc. and Benz Oil
JAMES H. KEYES Chairman of the Board and Chief Execu- 1990
A, C..................56 tive Officer of Johnson Controls,
Inc., a supplier of automated building
- ------------ controls, automotive seating, batter-
- ------------ ies and plastic packaging; Director of
LSI Logic Corporation, Firstar Corpo-
ration, Firstar Trust Company and
Firstar Bank Milwaukee, N.A.
DR. CAROL I. WASLIEN Professor and Chair, Public Health 1981
GHAZAII Sciences, School of Public Health,
N, S..................56 University of Hawaii
</TABLE>
4
<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>
- ---------MICHAEL-E.-BATTEN- Chairman of the Board and Chief Execu- 1980
C, F..............56 tive Officer of Twin Disc, Inc., a
manufacturer of transmission compo-
nents; Director of Briggs & Stratton
- ------------ Corporation, Firstar Corporation and
- ------------ Simpson Industries
GUY A. OSBORN Chairman of the Board; Director of 1983
E.................60 WICOR, Inc., Wisconsin Gas Company,
Firstar Corporation, Firstar Bank Mil-
waukee, N.A., Fleming Companies, Inc.
- ------------ and Northwestern Mutual Life Insurance
- ------------ Company (2)
WILLIAM U. PARFET Co-Chairman and Director of MPI Re- 1993
C, F..............50 search, a toxicology research labora-
tory; Director of The Upjohn Company,
Old Kent Financial Corporation, CMS
- ------------ Energy Corporation, Stryker Corpora-
- ------------ tion, Flint Ink, Corp. and The Bissell
Co. (3)
ESSIE WHITELAW President and Chief Operating Officer 1993
A, N..............48 of Blue Cross & Blue Shield United of
Wisconsin, a comprehensive health in-
surer; Director of WICOR, Inc. (4)
</TABLE>
- --------
A--Audit Committee F--Finance Committee
C--Compensation and Development Committee
N--Nominating Committee
E--Executive Committee S--Scientific Advisory Committee
(1) Mr. Hickey served as Executive Vice President and Chief Operating Officer
from 1994 to 1996 and as Senior Vice President-Finance and Chief Financial
Officer of Sealed Air Corporation from 1990 to 1994. Mr. Hickey served as
Vice President-Finance from 1987 to 1990. He joined Sealed Air Corporation
in 1980 as Corporate Controller and has served as General Manager of the
Cellu Products Division and Food Packaging Division.
(2) Mr. Manning was elected President and Chief Executive Officer effective
October 1, 1996, and Mr. Osborn continued as Chairman.
5
<PAGE>
(3) From 1993 through 1995, Mr. Parfet served as President and Chief Executive
Officer of Richard Allan Medical Industries, a manufacturer of surgical
equipment and medical supplies. Prior to 1993, he served in executive
officer positions, including President and Vice Chairman, with The Upjohn
Company.
(4) Prior to 1992, Ms. Whitelaw served as Vice President, Southeastern Region
of Blue Cross & Blue Shield United of Wisconsin.
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 1996 fiscal year nor in any such proposed transaction.
The Board of Directors met five times during fiscal 1996, and each director
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, did not meet during
fiscal 1996. 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 1996.
Messrs. Kendall, Keyes, McNeer and Ms. 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 two meetings during fiscal 1996, 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 McNeer, Dr. Waslien Ghazaii, and Ms. Whitelaw, met once during
fiscal 1996. 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
6
<PAGE>
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 1996, 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 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 held three meetings
during fiscal 1996, 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 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 1996 an
annual retainer of $22,000 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 $5,500
for fiscal 1996. 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, 1995,
158 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 6.5%. 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 6, 1996
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...................................... 1,656
John F. Bergstrom...................................... 1,497
James L. Forbes........................................ 1,431
Michael Fung........................................... 11,338
Dr. Carol I. Waslien Ghazaii........................... 1,282
William V. Hickey...................................... 1,000
Leon T. Kendall........................................ 2,406
James H. Keyes (3)..................................... 3,402
Kenneth P. Manning (4)................................. 166,728
Guy A. Osborn (5)...................................... 482,762
James F. Palo.......................................... 106,213
William U. Parfet...................................... 1,642
Essie Whitelaw......................................... 642
Michael A. Wick........................................ 92,583
All directors and executive officers as a group (25
persons) (6).......................................... 1,028,035
</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
1.9% of the Common Stock.
(2) Includes the following shares subject to stock options which are currently
exercisable or exercisable within 60 days of December 6, 1996: Mr. Fung,
6,666 shares; Mr. Manning, 128,400 shares; Mr. Osborn, 216,250 shares, Mr.
Palo, 78,946 shares and Mr. Wick, 77,243 shares; and all directors and
executive officers as a group, 811,600 shares.
(3) Includes 843 shares held by Mr. Keyes' spouse.
(4) Includes 950 shares held by Mr. Manning's children.
(5) Includes 22,230 shares held by Mr. Osborn's spouse.
(6) All directors and executive officers as a group own 3.9% of the Company's
Common Stock.
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 a
report on Schedule 13G filed by the following person with the Securities and
Exchange Commission.
<TABLE>
<CAPTION>
AMOUNT AND PERCENT
NAME AND ADDRESS NATURE OF
OF BENEFICIAL OWNER OF OWNERSHIP CLASS
------------------- ------------- -------
<S> <C> <C>
Marshall & Ilsley Corporation....................... 1,834,178 (1) 7.03%
770 North Water Street
Milwaukee, WI 53202
</TABLE>
8
<PAGE>
- --------
(1) Marshall & Ilsley Corporation reported that, as of February 14, 1996, it
had sole voting power as to 1,030,712 shares of Common Stock and shared
voting power as to 803,466 shares, and it had sole dispositive power as to
110,644 shares of Common Stock and shared dispositive power as to 16,428
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 1996 compensation was determined with respect to the
executive officers of the Company. The Committee is composed entirely of
independent nonemployee directors and met two times during fiscal 1996. 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 and achievement.
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 primarily in the food industry 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 which has been chosen as the Company's industry index for
purposes of the Performance Graph which follows this report. The comparator
group does not include all of the companies in the S&P Food Index because 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 16 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) incentives 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 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 1996 by $25,000 (4.9%). In determining Mr.
Osborn's base salary, the Committee weighed the aforementioned criteria
equally.
9
<PAGE>
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 overall Company or divisional
and individual performance goals. The Annual Plan has both a Formula and
Discretionary portion subject to a maximum of 45% to 85% 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 targeted level. The Discretionary portion is fully awarded based
on the 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
(adjusted for company size) 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 1996, Mr. Osborn's bonus opportunity was 85% of his base
salary. As reflected in the Summary Compensation Table, his bonus award under
the Annual Plan was $324,756 or approximately 60% of his base salary. The
Company's Earnings Per Share level for fiscal 1996 was just under 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 award values at the 50-75th percentile of long-
term incentive compensation practices for similar positions at the comparator
companies. These factors determine the amount which may be represented by the
determined grant value of options and restricted stock. Generally, restricted
stock is only awarded if the executive's total award value is in excess of the
50th percentile or to recognize a significant contribution to the Company's
performance. If restricted stock is awarded, it vests in five years. All
outstanding options have an exercise price equal to the market price on the
date of grant and 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 1996, Mr.
Osborn received options to purchase 45,000 shares at their fair market value
on the date of grant and no shares of restricted stock. No restricted stock
was awarded to any named executive officer during 1996.
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 $1,000,000, subject to several exceptions. The Committee intends
to grant awards under the 1994 Employee Stock Plan that are designed to
qualify for the performance-based compensation exception.
Compensation and Development Committee
Michael E. Batten
James L. Forbes
James H. Keyes, Chairperson
William U. Parfet
10
<PAGE>
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth information on the compensation of the Chief
Executive Officer and each of the other four most highly compensated executive
officers ("named executive officers") of the Company as of September 30, 1996.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG-TERM COMPENSATION
--------------------------------- ------------------------
NAME AND RESTRICTED SECURITIES ALL OTHER
PRINCIPAL BASE SALARY BONUS STOCK AWARDS UNDERLYING COMPENSATION
POSITION YEAR ($) ($)(3) ($)(4) OPTIONS (#) ($)(5)
--------- ---- ----------- -------- ------------ ----------- ------------
<S> <C> <C> <C> <C> <C> <C>
Guy A.
Osborn 1996 $540,000 $324,756 $ 0 45,000 $137,785
Chairman
(1) 1995 515,000 372,760 82,500 45,000 133,957
1994 492,000 267,525 185,250 42,000 128,652
Kenneth P.
Manning 1996 381,000 229,133 0 45,000 64,137
President
and CEO
(1) 1995 351,000 254,054 66,000 35,000 59,343
1994 316,000 171,825 92,625 29,000 52,767
Michael Fung 1996 250,000 106,128 0 25,000 32,449
Vice Presi-
dent and
CFO 1995 (2) 52,085 27,032 33,000 20,000 6,830
1994 -- -- -- -- --
Michael A.
Wick 1996 203,000 105,176 0 18,500 30,697
President--
Color
Products 1995 188,000 94,000 66,000 16,000 28,246
1994 174,000 87,000 49,400 13,000 26,126
James F.
Palo 1996 200,000 127,883 0 16,500 43,960
President-- 1995 184,000 92,000 66,000 14,000 40,067
Dehydrated
Products 1994 177,000 88,500 43,225 12,000 38,957
</TABLE>
- --------
(1) Mr. Osborn was Chief Executive Officer of the Company until October 1,
1996, when Mr. Manning became Chief Executive Officer.
(2) For the period beginning with Mr. Fung's date of hire, July 7, 1995,
through September 30, 1995.
(3) Consists of awards under the Company's management incentive plans.
(4) 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, 1996, for each named individual are: Guy
Osborn, 15,000 shares--$488,000; Kenneth Manning, 8,200 shares--$267,000;
Michael Fung, 1,000 shares--$33,000; Michael Wick, 5,200 shares--$169,000;
and James Palo, 5,000 shares--$163,000. Dividends are paid on restricted
shares when paid on Common Stock.
(5) Consists of contributions in fiscal 1996 under Company benefit plans for
the five named individuals as follows:
<TABLE>
<CAPTION>
ESOP SAVINGS TRANSITION
------- ------- ----------
<S> <C> <C> <C>
Guy A. Osborn................................ $51,885 $36,510 $49,390
Kenneth P. Manning........................... 36,608 25,402 2,127
Michael Fung................................. 21,368 11,081 0
Michael A. Wick.............................. 18,491 11,880 326
James F. Palo................................ 19,673 11,680 12,607
</TABLE>
11
<PAGE>
STOCK OPTIONS
The following table sets forth information concerning the grant of stock
options under the Company's 1994 Employee Stock Plan during fiscal 1996 to the
named executive officers.
OPTION GRANTS IN 1996 FISCAL YEAR
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE VALUE
NUMBER OF PERCENTAGE OF AT ASSUMED ANNUAL RATES OF
SECURITIES TOTAL OPTIONS STOCK PRICE APPRECIATION
UNDERLYING GRANTED TO EXERCISE OR FOR TEN YEAR OPTION TERM(3)
OPTIONS GRANTED EMPLOYEES IN BASE PRICE EXPIRATION ---------------------------
NAME (#)(1) 1996 FISCAL YEAR ($/SHARE)(2) DATE 5% 10%
- ---- --------------- ---------------- ------------ ---------- ------------ --------------
<S> <C> <C> <C> <C> <C> <C>
Osborn.................. 45,000 10.2% 31.125 9/16/06 $ 880,846 $ 2,232,236
Manning................. 45,000 10.2% 31.125 9/16/06 880,846 2,232,236
Fung.................... 25,000 5.7% 31.125 9/16/06 489,359 1,240,131
Wick.................... 18,500 4.2% 31.125 9/16/06 362,125 917,697
Palo.................... 16,500 3.7% 31.125 9/16/06 322,977 818,486
All Shareholders(4)..... -- -- -- -- 497,558,254 1,260,986,331
</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 16, 1996. 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 1994 Employee Stock
Plan), 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
$31.125 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
$31.125 per share market price as of the date of grant at an annualized
rate of (1) 5% (which would result in a value on September 16, 2006 of
$50.699 per share); and (2) 10% (which would result in a value on
September 16, 2006, of $80.730 per share). The "All Shareholders"
information is calculated based on 25,420,429 shares of the Company'
Common Stock outstanding as of September 30, 1996. Thus, for comparative
purposes, the total value of such Common Stock as of the date on which the
options were granted would be $791,210,853.
12
<PAGE>
The following table sets forth information regarding the exercise of stock
options by each of the named executive officers during the 1996 fiscal year and
the fiscal year-end value of unexercised stock options held by such officers.
AGGREGATED OPTION EXERCISES IN 1996 FISCAL YEAR AND
FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING
UNEXERCISED OPTIONS VALUE OF UNEXERCISED
SHARES AT END OF FISCAL 1996 IN-THE-MONEY OPTIONS AT
ACQUIRED ON (#)(1) END OF FISCAL 1996 ($)(2)
EXERCISE VALUE ------------------------- -------------------------
NAME (#) REALIZED ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- ----------- ------------ ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Osborn.................. 0 $ 0 216,250 89,000 $389,470 $84,625
Manning................. 11,000 164,084 128,400 78,000 214,085 77,582
Fung.................... 0 0 6,666 38,334 0 34,375
Wick.................... 700 13,854 77,243 33,500 305,734 32,479
Palo.................... 6,750 168,593 78,946 29,834 349,277 29,188
</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 1996. The last reported sale price of the
Company's Common Stock on the New York Stock Exchange on September 30, 1996
was $32.50 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 has Change of Control Employment and Severance Agreements
with 14 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. During this employment period, the executive will receive as
compensation a base salary, subject to annual adjustment, bonus awards in
accordance with past practice, and all other customary fringe benefits in
effect as of the date of the change of control. The agreements can be
terminated upon 30 days' notice by the Board of Directors in the event of the
executive's
13
<PAGE>
disability. The agreements can also be terminated by the Company for "cause"
and by the executive for "good reason." If terminated by the Company other
than for cause or disability, or by the executive for good reason, the Company
will pay the executive an amount equal to the sum of (i) the executive's base
salary as adjusted annually through the date of termination, (ii) the amount
of the highest bonus paid to the executive during the last year, (iii) three
times the sum of the executive's base salary and highest annual bonus during
the last year, and (iv) the amount of unpaid deferred compensation and
vacation pay. The executive will also be entitled to coverage under existing
benefit plans for three years and a payment equal to the vested amounts under
the Universal Foods Corporation Savings Plan, ESOP and supplemental retirement
plans. If terminated for cause, the Company will pay the executive his annual
base salary through termination. If the executive's employment is terminated
by reason of death or disability, the Company will pay certain accrued
obligations and other customary death or disability benefits. In all cases,
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
also has a split-dollar insurance program which has been terminated, except as
to outstanding benefits. Under this program, Mr. Osborn 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, 1991 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
14
<PAGE>
"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 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 FOOD INDEX AND UNIVERSAL FOODS CORPORATION
LOGO
<TABLE>
<CAPTION>
1991 1992 1993 1994 1995 1996
---- ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C>
Universal Foods Corporation 100 84.18 93.29 83.87 101.80 97.67
S&P Food Index 100 113.42 102.50 113.59 140.98 173.89
S&P 500 Index 100 111.00 125.36 130.02 168.56 202.71
</TABLE>
The graph assumes $100 was invested on September 30, 1991 in the S&P 500
Index, S&P Food 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, 1997. 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
15
<PAGE>
December 4, 1996. As no notice of any Shareholder proposals was received, no
business may be brought before 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) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
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 a review of the
copies of such forms furnished to the Company, the Company believes that during
the fiscal year ended September 30, 1996 all its officers and directors
complied with Section 16(a) filing requirements, except that one Form 4,
covering one transaction, was filed late by Mr. Hobbs.
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 1998
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 20, 1997.
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 1996 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 18, 1996
16
<PAGE>
UNIVERSAL FOODS CORPORATION
433 EAST MICHIGAN STREET
MILWAUKEE, WISCONSIN 53202
NOTICE OF ANNUAL MEETING
TO BE HELD JANUARY 23, 1997
December 1996
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 23, 1997, 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 Corporate Election Services, Inc., our independent proxy
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,
Kenneth P. Manning
President and Chief Executive
Officer
Guy A. Osborn
Chairman
FORM OF PROXY CARD
[front]
UNIVERSAL FOODS CORPORATION
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JANUARY 23, 1997
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 23, 1997, 2:00 p.m. Central Time, and at any
adjournment thereof:
<TABLE>
<CAPTION>
<S> <C> <C>
1. Election of Directors [ ] FOR all nominees listed [ ] WITHHOLD authority to vote
below (except as marked to for all nominees listed
the contrary below). below.
JOHN F. BERGSTROM, WILLIAM V. HICKEY, LEON T. KENDALL, KENNETH P. MANNING
</TABLE>
(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.
[reverse]
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED SHAREHOLDER. 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 your 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
<PAGE>
UNIVERSAL FOODS
CORPORATION
[MAP]
ANNUAL MEETING
OF SHAREHOLDERS
JANUARY 23, 1997
AT 2:00 P.M.
