(logo) STANDEX 6 Manor Parkway
Salem, New Hampshire 03079
September 21, 2000
To the Stockholders of Standex International Corporation:
You are cordially invited to attend the Annual Meeting of
Stockholders of Standex International Corporation which will be held at
FleetBoston, 100 Federal Street, Boston, Massachusetts, on Tuesday, October
31, 2000 at 11:00 a.m.
We hope that you will be able to attend the meeting. However, whether
or not you plan to attend in person, please vote your proxy card promptly,
in accordance with the instructions on the card, in order to ensure that
your shares will be represented. If you do attend the meeting, you may vote
your shares personally.
This booklet includes the Notice of Annual Meeting and the Proxy
Statement, which contain information about the formal business to be acted
on by the stockholders. The meeting will also feature a report on the
operations of your Company, followed by a question and discussion period.
Sincerely,
/s/ Edward J. Trainor
Edward J. Trainor
President/ CEO
(logo) STANDEX 6 Manor Parkway
Salem, New Hampshire 03079
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
The Annual Meeting of Stockholders of Standex International
Corporation (the "Company") will be held at FleetBoston, 100 Federal
Street, Boston, Massachusetts, on Tuesday, October 31, 2000, at 11:00 a.m.
local time for the following purposes:
1. To fix the number of directors at twelve and to elect two
directors to hold office for one-year terms ending on the date
of the Annual Meeting of Stockholders in 2001, and three
directors to hold office for three-year terms ending on the
date of the Annual Meeting of Stockholders in 2003;
2. To approve the appointment of Deloitte & Touche LLP as
independent auditors of the Company for the fiscal year ending
June 30, 2001;
3. To consider and act upon a stockholder proposal entitled
"Maximize Value Proposal"; and
4. To transact such other business as may properly come before the
meeting or any adjournment or adjournments thereof.
Stockholders of record at the close of business on September 13, 2000
will be entitled to notice of and to vote at the meeting.
Please vote by proxy using any one of the following methods:
(a) Use the toll free telephone number shown on your proxy card or
voting instructions form (if you receive proxy materials from a
broker or a bank);
(b) Visit the Internet Web site at: www.eproxyvote.com/sxi, or
follow your broker's instructions relative to Internet voting;
or
(c) Mark, date, sign and mail your proxy card in the prepaid
envelope provided.
By Order of the Board of Directors,
/s/ Deborah A. Rosen
Deborah A. Rosen, Secretary
September 21, 2000
Salem, New Hampshire
IMPORTANT
IT IS IMPORTANT THAT YOUR SHARES ARE REPRESENTED AT THE ANNUAL
MEETING. ACCORDINGLY, YOU ARE URGED TO COMPLETE, SIGN, DATE AND PROMPTLY
RETURN YOUR PROXY IN THE ENCLOSED POSTAGE PAID ENVELOPE OR VOTE YOUR SHARES
BY TELEPHONE OR THE INTERNET. IF YOU SO CHOOSE, YOU MAY VOTE YOUR SHARES
IN PERSON AT THE ANNUAL MEETING.
STANDEX INTERNATIONAL CORPORATION
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
October 31, 2000
This Proxy Statement is being furnished on or about September 21,
2000, in connection with the solicitation of proxies by the Board of
Directors of Standex International Corporation (the "Company"), for use at
the Annual Meeting of Stockholders to be held on Tuesday, October 31, 2000.
All proxies will be voted in accordance with the instructions contained
therein and, if no choice is specified, will be voted for the election of
each of the individuals nominated by the Board of Directors, in favor of
the second proposal, and against the third proposal set forth in the Notice
of Meeting.
The election of Directors will require the affirmative vote of a
plurality of the shares of Common Stock voting, in person or by proxy, at
the Annual Meeting. The ratification of the appointment of Deloitte &
Touche LLP as independent auditors, and adoption of the stockholder
proposal, will require the affirmative vote of a majority of the shares of
Common Stock of the Company voting on the proposals, in person or by proxy,
at the Annual Meeting. Stockholders may vote in favor of all nominees for
Director, or withhold their votes as to all nominees or withhold their
votes as to specific nominees. With respect to the ratification of the
appointment of Deloitte & Touche LLP as independent auditors, and as to the
stockholder proposal set forth herein, stockholders should specify their
choice on the enclosed form of proxy.
Shares which abstain from voting as to a particular matter, and
shares held in "street name" by brokers or nominees who indicate on their
proxies that they do not have discretionary authority to vote such shares
as to a particular matter, will not be counted as votes in favor of such
matter, and will also not be counted as shares voting on such matter.
Accordingly, abstentions and "broker non-votes" will have no effect on the
voting on a matter that requires the affirmative vote of a certain
percentage of the shares voting on a matter.
Any proxy may be revoked at any time before it is exercised by
delivery of written notice to the Secretary of the Company or by executing
a subsequent proxy.
The Board of Directors has fixed September 13, 2000 as the record
date for the determination of stockholders entitled to vote at the Annual
Meeting. At the record date, there were outstanding and entitled to vote
12,419,681 shares of the Common Stock of the Company. Each share is
entitled to one vote.
All costs of solicitation of proxies will be borne by the Company. In
addition to solicitations by mail, the Company's directors and officers,
without additional remuneration, may solicit proxies in person and by
telecommunications. Brokers, custodians and fiduciaries will be requested
to forward proxy soliciting materials to the owners of stock held in their
names, and the Company will reimburse them for their out-of-pocket expenses
in this regard.
To assure the presence in person or by proxy of the necessary quorum
for holding the meeting, the Company has employed the firm of Morrow & Co.,
Inc. to assist in soliciting proxies by mail, telephone, facsimile and
personal interview for a fee estimated at approximately $5,000 plus
disbursements.
PROPOSAL 1 - ELECTION OF DIRECTORS
The persons named in the enclosed proxy will vote to fix the number
of directors at twelve and to elect as directors Messrs. William R.
Fenoglio and Walter F. Greeley, identified below as nominees, for one-year
terms expiring in 2001, and Messrs. C. Kevin Landry, H. Nicholas Muller,
III and Edward J. Trainor, identified below as nominees, for three-year
terms expiring in 2003, unless authority to vote for the election of
directors is withheld by marking the proxy to that effect. No proxy can be
voted for a greater number of persons than the five nominees named below.
In the event that any nominee for election should become unavailable,
the person acting under the proxy may vote for the election of a
substitute. Management has no reason to believe that any nominee will
become unavailable.
Information about each director and nominee for director at July 31,
2000 follows:
<TABLE>
<CAPTION>
Nominees For Directors Principal Occupations During
For Terms Past Five Years And
Expiring In 2001 Certain Other Directorships
---------------------- ----------------------------
<S> <C>
William R. Fenoglio President and CEO of Augat, Inc. from 1994 through 1996.
Director Since 1997
Age 61 Director of IPG, Inc.
Walter F. Greeley Chairman, High Street Associates, Inc. (a management and
Director Since 1989 acquisition group) since 1988. Vice President and Counsel,
Age 69 Surface Coatings, Inc.
<CAPTION>
Nominees For Directors Principal Occupations During
For Terms Past Five Years And
Expiring In 2003 Certain Other Directorships
---------------------- ----------------------------
<S> <C>
C. Kevin Landry* Managing Director and CEO, TA Associates, Inc. (a private
Director Since 1975 equity firm), Boston, MA since January 1994.
Age 56
Director of SBA Communications Corporation.
H. Nicholas Muller, III, Ph.D. President and CEO of The Frank Lloyd Wright Foundation since
Director Since 1984 May 1996 and prior thereto Director of the State Historical
Age 61 Society of Wisconsin.
Edward J. Trainor* Chief Executive Officer of the Company since July 1995;
Director Since 1994 President of the Company since July 1994.
Age 60
<CAPTION>
Directors To Continue Principal Occupations During
In Office For Terms Past Five Years And
Expiring In 2001 Certain Other Directorships
--------------------- ----------------------------
<S> <C>
Thomas L. King* Chairman of the Board of the Company since January 1992;
Director Since 1970 President of the Company from August 1984 to July 1994;
Age 70 Chief Executive Officer of the Company from July 1985 to
June 1995.
Edward F. Paquette Vice President/CFO of the Company since July 1998; Assistant
Director Since 1998 to the President/CEO of the Company from September 1997
Age 64 to June 1998 and prior thereto Partner of Deloitte & Touche LLP.
Sol Sackel Former Senior Vice President of the Company.
Director Since 1983
Age 76
<CAPTION>
Directors To Continue Principal Occupations During
In Office For Terms Past Five Years And
Expiring In 2002 Certain Other Directorships
--------------------- -----------------------------
<S> <C>
John Bolten, Jr. + Consultant to the Company.
Director Since 1955
Age 80
David R. Crichton Executive Vice President/Operations of the Company since
Director Since 1992 June 1989.
Age 62
Samuel S. Dennis 3d *+ Of Counsel, Hale & Dorr (Attorneys) Boston, MA from
Director Since 1955 January 1996 to December 1996; Senior Partner, Hale & Dorr
Age 90 from 1952 through 1995; Former Vice President of the Company.
Daniel B. Hogan, Ph.D. President, The Apollo Group (Management Consultants) since
Director Since 1983 1991. Associate, Department of Psychology, Harvard University
Age 57 from 1996 through 2000.
--------------------
<FN>
<F>+ Founder of the Company.
<F*> Member of the Executive Committee of the Board of Directors.
</FN>
</TABLE>
STOCK OWNERSHIP IN THE COMPANY
Stock Ownership by Directors, Nominees for Director and Executive Officers
The following table sets forth information regarding beneficial
ownership of the Company's Common Stock as of July 31, 2000 of each
director, each nominee for director, each executive officer named in the
Summary Compensation Table and all directors and executive officers of the
Company as a group:
<TABLE>
<CAPTION>
Beneficial Ownership (1)
------------------------
Percent of
No. of Outstanding
Name Shares Common Stock
---- ------ ------------
<S> <C> <C>
John Bolten, Jr. 203,807(3) 1.6
David R. Crichton 67,909(2) **
Samuel S. Dennis 3d 333,363(4) 2.7
William R. Fenoglio 2,000 **
Walter F. Greeley 2,500 **
Jerry G. Griffin 32,682(2) **
Daniel B. Hogan, Ph.D. 4,560(5) **
Thomas L. King 152,716 1.2
C. Kevin Landry 5,368 **
H. Nicholas Muller, III, Ph.D. 6,130 **
Edward F. Paquette 30,998(2) **
Sol Sackel 10,416 **
Edward J. Trainor 230,463(2) 1.8
All Directors and Executive Officers
as a Group (17 Persons) 1,128,481 9.1
--------------------
<FN>
<F**> Less than 1% of outstanding Common Stock.
<F1> As used herein, "beneficial ownership" means the sole or shared power
to vote, and/or the sole or shared investment power with respect to
shares of Common Stock. The directors have sole voting and investment
power with respect to the shares shown as beneficially owned by them
except for: 65 shares for Mr. Crichton; 2,000 shares for Mr.
Fenoglio; 1,300 shares for Mr. Greeley; 13,564 shares for Mr.
Griffin; 4,000 shares for Mr. Landry; 2,115 shares for Mr. Paquette;
10,416 shares for Mr. Sackel; and 20,457 shares for Mr. Trainor,
which are jointly held with their respective spouses. The shares
owned by spouses or minor children of certain directors have not been
included because the respective directors have disclaimed beneficial
interest in the shares. These shareholdings are: Mrs. Dennis
(53,715), Mr. Hogan's children (6,000), Mrs. Landry and their
children (100,069), and Mrs. Sackel (2,000).
<F2> The numbers listed include estimates of the shares held in the
Standex Employees' Stock Ownership portion of the Standex Retirement
Savings Plan at June 30, 2000, which are vested to the accounts of
Messrs. Crichton, Trainor, and Griffin. These individuals have voting
power over the shares allocated to them in this plan. In the event of
a tender or exchange offer for the Common Stock of the Company, these
individuals (along with all other participants) will determine, on a
confidential basis, whether the Common Stock held in their accounts
should be tendered or exchanged. The numbers also include the
following shares which are capable of being purchased by exercise of
stock options within 60 days of July31, 2000: Mr. Trainor (145,934);
Mr. Crichton (21,634); Mr. Paquette (26,584); and Mr. Griffin
(9,527).
<F3> The number listed includes 28,710 shares held in a trust of which
Messrs. Bolten, Jr., Hogan and Dennis are trustees. To avoid
duplication, these shares have only been shown as beneficially owned
by Mr. Bolten, Jr.
<F4> The number listed includes 15,000 shares held in trusts as to which
Mr. Dennis is sole trustee and 243,382 shares as to which he is co-
trustee. The latter number includes a trust holding 62,188 shares
wherein Mr. Dennis is a co-trustee with Messrs. Bolten, Jr. and
Hogan. To avoid duplication, these shares have only been shown as
beneficially owned by Mr. Dennis. Mr. Bolten, Jr. is also a co-
trustee with Mr. Dennis of a trust holding 125,738 shares. However,
in order to avoid duplication, these shares have only been shown as
beneficially owned by Mr. Dennis.
<F5> The number listed includes 2,014 shares held in two trusts as to
which Mr. Hogan is a beneficiary.
</FN>
</TABLE>
Stock Ownership of Certain Beneficial Owners
The table below sets forth each stockholder who, based on public
filings, is known to the Company to be the beneficial owner of more than 5%
of the Common Stock of the Company as of July 31, 2000.
<TABLE>
<CAPTION>
Beneficial Ownership
----------------------------
Percent of
Name and Address No. of Outstanding
Of Beneficial Owner Shares Common Stock
----------------------------
<S> <C> <C>
American Express Trust Company 1,288,360 (1) 10.3%
American Express Financial Corporation as trustee
of the Standex International Corporation Retirement
Savings Plan Trust (formerly the Employees' Stock
Ownership Trust)
1200 Northstar West
Minneapolis, MN 55440-0534
National Rural Electric 662,900 (2) 5.3%
Cooperative Association
4301 Wilson Boulevard
Arlington, VA 22203
--------------------
<FN>
<F1> This number includes shares allocated to participating employees'
accounts over which such participants have sole voting power.
<F2> National Rural Electric Cooperative Association is an employee
benefit plan pension fund subject to the provisions of ERISA.
According to its beneficial ownership, statement on Form 13G, it has
sole voting power and sole dispositive power over the shares.
</FN>
</TABLE>
PERFORMANCE GRAPH
The following graph compares the cumulative total stockholder return
on the Company's Common Stock as of the end of each of the last five fiscal
years, with the cumulative total stockholder return on the Standard &
Poor's Manufacturing (Diversified Industry) Index and on the Russell 2000
Index, assuming an investment of $100 in each at their closing prices on
June 30, 1995 and the reinvestment of all dividends.
<TABLE>
<CAPTION>
Cumulative Total Return
--------------------------------------------------------
6/95 6/96 6/97 6/98 6/99 6/00
<S> <C> <C> <C> <C> <C> <C>
Standex International Corporation 100.00 92.61 100.10 101.23 96.28 58.13
Russell 2000 100.00 121.12 155.33 186.21 175.57 170.60
S&P Manufacturing (Diversified) 100.00 127.59 189.44 204.24 270.88 244.41
</TABLE>
REPORT OF THE
SALARY AND EMPLOYEE BENEFITS COMMITTEE
ON EXECUTIVE COMPENSATION
The Company's Salary and Employee Benefits Committee (the
"Committee") of the Board of Directors, which is currently composed of
three non-employee members of the Board establishes and administers the
cash and non-cash compensation policies and programs as they relate to
executive officers and senior management of the Company.
POLICIES
The policy of the Company is to provide direct compensation programs
and potential earnings opportunity which reflect the relative size and
performance of the Company in the industry segment of which it is a part
and which accomplish the Company's mission and purpose. Simultaneously, the
policy will support the overall objective of attracting, retaining and
motivating highly qualified individuals for all positions within the
Company. Consistent with this objective, all compensation programs,
including those for executives, adhere to the following policies:
* Compensation is based on the level of job responsibility, the
individual's level of performance and Company or unit
performance.
* Compensation takes into account the value of the job in the
marketplace. The Company strives to be competitive with the pay
of employers of a similar size and stature who compete with the
Company for talent.
* Equity ownership is encouraged at all levels of the Company to
align more closely the interests of employees with those of the
stockholders. In addition to its Employee Stock Purchase Plan and
the Retirement Savings Plan the Company provides key management
employees worldwide the opportunity to build significant
ownership through periodic equity award grants in the form of
stock grants or stock options.
The compensation of executive officers and senior management is
closely related to Company performance and, in addition to base salary, is
comprised of annual bonuses and long-term equity incentive opportunities,
each of which is discussed below. Awards are no longer being made under the
PIPS program described below, as that program is being phased out.
During this fiscal year, the Company adopted a Balanced Performance
Plan process ("BPP") which provides a tool to track management performance
and ties rewards to results. The BPP is intended to focus the Company and
each division on targets and goals in the financial, technology, employee
and customer sectors. The compensation of divisional management and
executive officers will be measured in part by the results of the BPP.
BASE SALARY
Salaries for the year for division presidents, group vice presidents
and corporate officers were established after a review of market survey
data, prepared by an independent compensation consulting firm, on total
compensation for comparable positions, specific information on pay
practices for similar positions in peer organizations of similar size,
business diversity, complexity and revenue size and generally ranged
between the 50th and 75th percentile for senior management and executive
officers.
ANNUAL INCENTIVE PROGRAM
During this fiscal year, the Committee recommended and, the Company
implemented, an Annual Incentive Program, which incorporates the Company's
previous annual cash bonus program. Annual incentive opportunities are
based on achieving financial and non-financial performance goals set under
the BPP that are consistent with the strategic direction of the Company for
the year and are also reflective of the individual's performance during the
year. The annual incentive compensation paid to senior divisional
management and executive officers named in the Summary Compensation Table
on page 11 of this Proxy Statement (the "Named Executives") takes the form
of cash bonuses (net of deferrals for the purchase for Company stock).
CASH PORTION: As part of the Annual Incentive Program, cash bonuses
are made to approximately 900 employees of the Company in order to motivate
them and reward their contribution toward the financial performance of the
Company in the immediately preceding fiscal year. Bonus awards are
considered for each year for the senior divisional management group as well
as the Named Executives. The maximum amount that may be awarded to top
divisional management is determined by the Committee on the basis of the
Company's overall performance (principally improvement in net income and
earnings per share) in the preceding fiscal year.
This year's specific bonus awards to top senior divisional managers
are based principally on the net income of each of their respective
divisions measured against its historical performance and its performance
relative to the other divisions that year. Bonus awards to the Named
Executives are based principally on the net income and earnings per share
of the Company in the preceding year as well as individual performance.
STOCK UNIT PORTION: As a new feature of the Annual Incentive Program,
senior management and the Named Executives are required to defer a minimum
of 20% (but may defer up to a maximum of 50%) of their bonuses into the
purchase of restricted Company stock which vests three years after the
award and is paid in the form of stock. The stock is purchased pursuant to
the Management Stock Purchase Program ("MSPP") discussed under "Long Term
Incentive Program" below.
PIPS PLAN
The Company's PIPS Plan has in the past included a broad group of
approximately 275 management employees (including Named Executives). Its
objective was to try to increase the earnings per share of the Company on a
long-term basis. Sustained increases in the Company's earnings per share
presumably, under normal market conditions, would lead to higher prices for
the Company's Common Stock. Payments under the PIPS Plan are made only when
increases in earnings per share have been achieved over the preceding five-
year period. Since the inception of this program, there have been several
years where no payments were made.
The Board of Directors decided in April 1996 that no further grants
will be made under the PIPS Plan. However, outstanding grants will be
honored and payments will be made as these outstanding PIPS shares mature
through the year 2000.
LONG TERM INCENTIVE PROGRAM
The Company believes that significant stock ownership by the Named
Executives and senior divisional management of the Corporation is a major
incentive in building stockholder value. Stock options are intended to
encourage such stock ownership and to align directly the interests of the
Named Executives and other key employees with those of the stockholders.
Awards of restricted stock are also periodically made to key employees to
recognize performance and motivate long-term commitment to the Company.
Under the 1994 Stock Option Plan (the "1994 Plan"), executive
officers are eligible to receive periodic grants of incentive stock options
and/or non-qualified stock options. The 1998 Long Term Incentive Plan also
provides for awards of incentive and/or non-statutory options in addition
to grants of restricted stock, the MSPP shares and performance share units
("PSUs"). Incentive stock options are granted at the fair market value of
the underlying Common Stock at the date of grant and are exercisable either
six months from the date of grant or over a period of years fixed by the
Committee. Non-qualified stock options may be granted either at or below
fair market value under the 1994 Plan. Non-qualified options may only be
granted at fair market value under the 1998 Long Term Incentive Plan.
Options and restricted stock generally vest in installments over a period
of years while MSPP shares and PSUs cliff vest after a period of years. The
vesting features of some of the incentive stock options, all of the non-
qualified options, restricted stock, the MSPP shares and PSUs have the
effect of providing competitive and leveraged long-term incentive
opportunities which will deliver awards for achieving long-term performance
goals of the Company and assuring that key employees have earnings
opportunities similar and comparable to their peers employed at publicly
traded companies and to help them build ownership in the Company.
The Committee determines and approves the amounts of all grants to
executive officers and senior management, the terms of the options and the
vesting periods. The size of option grants to executive officers is based
on the individual officer's level of responsibility at the time of grant
and upon market data as provided by an independent compensation consulting
firm.
MANAGEMENT STOCK PURCHASE PROGRAM: The deferral of a portion of cash
awards under the Annual Incentive Program into the purchase of MSPP shares
of restricted stock, described above, is a part of the Long Term Incentive
Program. The MSPP, developed with the assistance of an independent
compensation consulting firm, is intended to increase the incentive for the
Company's senior divisional management and Named Executives to purchase and
hold the Company's stock, thereby more closely aligning their interests
with the interests of the stockholders. Under the MSPP, divisional
management and Named Executives defer at least 20% of their annual
incentive compensation into the purchase of Management Stock Purchase
Shares, which are purchased at 25% below the lower of: (i) the fair market
value on the date of grant, or (ii) the fair market value at the end of the
corresponding fiscal year. The Management Stock Purchase Shares are subject
to a three-year cliff-vesting schedule, and dividends are reinvested in the
form of additional shares. Participants in the MSPP may elect to defer up
to a maximum of 50% of their annual incentive compensation for the purchase
of MSPP shares. MSPP shares acquired by the Named Executives in this fiscal
year are reported in the Summary Compensation Table on page 11 of the proxy
statement.
ANNUAL GRANTS OF OPTIONS AND PERFORMANCE SHARE UNITS: This fiscal
year, the Company established, upon recommendation of the Committee, a new
program pursuant to the 1998 Long Term Incentive Plan authorization. The
new program is intended to reward certain senior management and executives
for the achievement of long-term corporate strategic goals. Key employees
are awarded, on an annual basis, long-term incentive awards consisting of
two components: stock options and PSUs (discussed in further detail below).
Awards granted this fiscal year were split 50-50 between these two
components, but the split may vary from year to year based on market
conditions.
The value of the stock option portion of the awards granted this year
was based on 50% of the assigned aggregate individual's long-term incentive
award, was granted at the fair market value as of the date of grant and
vests over 5 years. The balance of the long-term incentive award (50%) to
each individual was in the form of PSUs which are shares set aside and,
after a three-year performance cycle period, may be distributed to the
extent key financial targets of the Company discussed below are met. One
PSU equals one share of Company Common Stock. For the July 1999-June 2002
performance cycle, the metrics that will be used to determine whether the
PSUs will be granted at the end of the performance cycle are: specific
measured improvements on return on total capital and growth in operating
income. The metrics for each performance cycle may vary depending on the
targets established by the Committee and approved by the Board. Performance
will vary depending upon results measured by the matrix which could result
in none of the PSUs being distributed. The award of PSUs is intended to
focus divisional management and executive officers on the overall financial
success of the Company. The awards of PSUs to Named Executive are shown on
the chart on page 14 of this proxy statement.
RESTRICTED STOCK GRANTS IN FISCAL 2000: This fiscal year the
Committee awarded restricted stock grants on an ad-hoc basis to certain
senior divisional management, executive officers and other key employees
for retention and incentive purposes. The grants of the restricted stock
are approved by the Committee and provide for a three-year vesting period.
Dividends on restricted stock accrue during the vesting period, after which
they are paid as additional shares at the date of payout. During the last
fiscal year, the Committee authorized the Company to grant a total of
52,000 shares of restricted stock to be allocated among certain key
employees. Grants to the Named Executives for the fiscal year are reported
in the Summary Compensation Table on page 11 of this proxy statement.
FISCAL 2000 COMPENSATION OF THE CHIEF EXECUTIVE OFFICER
The Committee reviewed information provided by independent
professional compensation consultants in determining the total compensation
for Mr. Trainor for fiscal 2000 and reviewed the financial and personal
goals established for Mr. Trainor at the end of the prior fiscal year in
determining the amount of the bonus to be paid for fiscal year 1999
performance.
Effective October 1, 1999, the base salary of Mr. Trainor, the Chief
Executive Officer, was increased from $633,000 to $650,000 per year and his
target bonus level was set at 50% provided he achieves 100% of his goals
for fiscal year 2000. This increase reflected the Committee's determination
that Mr. Trainor's base salary should be at or near the 75th percentile
target for base salary and that his target bonus level should be 50% for
the ensuing fiscal year. The Committee believes that this aggregate
compensation is more in line with Mr. Trainor's peers in CEO positions with
diversified manufacturing companies of similar revenue size and with
similar perceived complexities in the operation of their business. The
Board of Directors approved this recommendation. The Committee recommended
and the Board approved an annual incentive bonus of $220,000 for Mr.
Trainor for fiscal 1999. In determining the level of the annual incentive
bonus for fiscal 1999, the Committee considered Mr. Trainor's achievement
of goals relating to disposition of under performing units, correcting
problems at two major divisions, addressing executive performance issues
and improving sales and earnings performance for fiscal 1999 as compared to
fiscal 1998.
POLICY ON DEDUCTIBILITY OF COMPENSATION
The tax deductibility by a corporation of compensation in excess of
$1 million paid to the Chief Executive Officer and any other of its four
most highly compensated executive officers is limited by Section 162(m) of
the United States Internal Revenue Code (the "Code"). "Performance-based"
compensation, as defined in the Code, may be excluded from the $1 million
limit, if among other requirements, the compensation is payable only upon
attainment of pre-established, objective performance goals under a plan
approved by shareholders.
The Committee does not presently expect that total compensation,
subject to the limitations under Section 162(m), for any individual
executive will exceed the $1 million limit. While it is the intent of the
Committee to remain competitive and to continue to reflect compensation
policies in total compensation decisions for the CEO and Named Executives,
the Committee will continue to monitor the compensation levels, for
purposes of Section 162(m) limitations, that may become payable under the
compensation programs of the Company and to structure compensation levels
so that they are in the best interests of the Company while satisfying
Company compensation policies.
Salary and Employee Benefits Committee
Walter F. Greeley, Chairman
Samuel S. Dennis 3d
Daniel B. Hogan
EXECUTIVE COMPENSATION
The following table shows for fiscal years ending June 30, 2000,
1999, and 1998, the cash compensation as well as certain other
compensation, paid to the Company's chief executive officer and the four
other most highly compensated executive officers, other than the chief
executive officer, who were serving as executive officers ("the named
executive officers") at June 30, 2000.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long Term Compensation
-----------------------------------
Annual Compensation Awards Payouts
------------------------------- ----------------------- -------
Other Restricted Securities
Annual Stock Underlying LTIP
Name and Fiscal Compen- Awards Options / Payouts All Other
Principal Position Year Salary($) Bonus($) sation(5) ($)(6) SARs(#) ($)(1) Compensation(2)(4)
------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Edward J. Trainor 2000 $645,750 $176,000 $14,671 $430,956 26,000 $13,920 $ 12,264
President/CEO 1999 $624,750 $160,000 $ -0- 50,000 $16,500 $ 8,611
1998 $587,500 $150,000 $ -0- $29,260 $ 8,217
Thomas L. King 2000 $ -0- $ -0- $ -0- $ -0- $ -0- $770,378(3)
Chairman of the Board 1999 $ -0- $ -0- $ -0- $50,800 $770,378(3)
1998 $516,667 $ -0- $ -0- $72,380 $770,378(3)
David R. Crichton 2000 $386,750 $ 88,000 $ 7,332 $ 35,090 15,100 $11,600 $ 11,194
Executive Vice 1999 $363,500 $ 75,000 $ -0- $14,520 $ 10,893
President/Operations 1998 $318,750 $ 60,000 $ -0- 15,000 $26,180 $ 11,513
Edward F. Paquette 2000 $278,500 $ 60,000 $ 4,998 $ 66,048 9,100 $ -0- $ 7,847
Vice President/CFO 1999 $261,250 $ 35,000 $ 77,625(7) 3,900 $ -0- $ 3,685
1998 $187,500 $ -0- $ -0- 21,600 $ -0- $ -0-
Jerry G. Griffin (8) 2000 $224,250 $52,000 $ 4,329 $ 72,309 7,300 $12,180 $ 7,847
Group Vice President,
Food Service Group
--------------------
<FN>
<F1> LTIP Payouts reflect payments received by the named executive
officers pursuant to the Company's profit improvement plan. This plan
was terminated with regard to future grants in fiscal year 1996. The
outstanding grants mature over five years from date of grant, vesting
one-third per year in the last three years of the five year term. At
maturity, the increase, if any, in the earnings per share of the
Company over the base year is accorded a price/earnings ratio of 10
and is paid to the participant in cash. There is no maximum payout.
<F2> All other compensation includes contributions made by the Company to
the Standex Employees' Stock Ownership Plan, a defined contribution
plan that was merged along with the Company's 401(k) Plan into the
Standex Retirement Savings Plan in fiscal 2000. Estimates of the
aggregate amounts contributed to this plan during fiscal 2000 were
$3,847 for Messrs. Trainor, Crichton, Paquette and Griffin; $4,611
for Messrs. Trainor and Crichton and $2,305 for Mr. Paquette for
fiscal 1999; and $4,217 for Messrs. Trainor, Crichton and Paquette
during fiscal 1998.
<F3> This amount reflects the payments made during fiscal 2000, 1999 and
1998 on two ten-year temporary life annuities consisting of (i)
$248,730 received pursuant to the Executive Security Program, and
(ii) $399,680 received pursuant to the Supplemental Retirement Plan
of the Company. Also included in this column is the amount of
$121,968 received pursuant to the Retirement Plan of the Company.
<F4> This amount includes the dollar value of term life insurance premiums
paid by the Company for Mr. Crichton, $3,347 in 2000, $2,282 in 1999
and $3,296 in 1998 and $4,417 in 2000 for Mr. Trainor. Also included
are contributions to the Company's 401(k) portion of the Standex
Retirement Savings Plan as follows: for 2000, $4,000 for each of the
named executive officers (excluding Mr. King); for 1999, $4,000 for
Messrs. Trainor and Crichton, and $1,380 for Mr. Paquette; and for
1998, $4,000 for Messrs. Trainor and Crichton.
<F5> Represents the spread between the closing market price of the stock
on September 10, 1999 ($25.25) and the price paid by each of the
named executives ($18.94) multiplied by the number of restricted
stock units acquired pursuant to the Management Stock Purchase
Program ("MSPP") as further discussed in Note 6.
<F6> Included in this column are restricted stock grants made under the
1998 Long Term Incentive Plan of 15,000, 1,000, 2,200 and 2,450
shares, made respectively to Messrs. Trainor, Crichton, Paquette and
Griffin with the following aggregate values, based on a market value
of the stock on June 30, 2000 of $15.87: $238,050 (Mr. Trainor);
$15,870 (Mr. Crichton); $34,914 (Mr. Paquette); and $38,882 (Mr.
Griffin). There are no performance based restrictions to vesting. The
restricted stock vests after a three-year holding period, and
dividends will accrue and be paid in the form of additional stock at
the end of the vesting period.
All other amounts listed represent the dollar amount (net of any
consideration paid by the named executive) of restricted stock units
received pursuant to the MSPP. These amounts are determined by
multiplying the number of units received by the closing market price
of the stock on September 10, 1999. In June, 1999, each of the named
executives, respectively, elected to defer a portion of his annual
bonus compensation into the purchase of restricted stock under the
MSPP. The shares were purchased for 25% below the fair market value
on the date of purchase and are subject to a three-year cliff vesting
period from the date of purchase. Each share was purchased for $18.94
(closing price of $25.25 less 25%). There are no performance based
restrictions to vesting. Dividends accrue and are reinvested in the
form of additional shares. Under the MSPP, the named executives held
the following number of Management Stock Purchase Shares (inclusive
of reinvested dividends) as of June 30, 2000: 2,404 (Mr. Trainor);
1,202 (Mr. Crichton); 820 (Mr. Paquette); 710 (Mr. Griffin). The
aggregate values, calculated based on the closing market price of
Company stock of $15.87, on June 30, 2000, for each named executive
are as follows: $38,151 (Mr. Trainor); $19,076 (Mr. Crichton);
$13,013 (Mr. Paquette); $11,268 (Mr. Griffin).
<F7> This reflects a restricted stock grant of 3,000 shares, with an
aggregate value of $82,125, based on a market value of the stock on
June 30, 1999 of $27.375. There are no performance based restrictions
to vesting. The restricted stock vests in annual increments equal to
one-third of the total shares. Dividends will accrue and be paid in
the form of stock at the end of the vesting period. There were no
other restricted stock grants during fiscal 1999 to the other named
executives.
<F8> Mr. Griffin, the Group Vice President of the Company Food Service
Group, was designated as an "executive officer" by the Board of
Directors in July 1999.
--------------------
</FN>
</TABLE>
Stock Options
The following table provides information on stock options granted to
the named executives in fiscal 2000. This information is also provided in
the Summary Compensation Table, on page 11 of this proxy statement, in the
column entitled "Securities Underlying Options/SARs."
STOCK OPTION/ SAR GRANTS IN FISCAL 2000
INDIVIDUAL GRANTS
<TABLE>
<CAPTION>
Number of
Securities % of Total Grant Date
Underlying Options Granted Exercise or Present
Options to Employees Base Price Expiration Value
Name Granted(#)(1) in Fiscal Year ($/Sh) Date ($)(2)
------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Edward J. Trainor 26,000 11.37% $23.00 8/26/06 $184,691
Thomas L. King -0- - - - -
David R. Crichton 15,100 6.60% $23.00 8/26/06 $107,263
Edward F. Paquette 9,100 3.98% $23.00 8/26/06 $ 64,642
Jerry G. Griffin 7,300 3.19% $23.00 8/26/06 $ 51,856
--------------------
<FN>
<F1> Options granted are first exercisable one year from the respective
dates of grant in annual increments of one-third of the aggregate
shares subject to grant for Messrs. Trainor, Crichton and Paquette,
and one-fifth of the aggregate number of shares for Mr. Griffin. All
options were granted at a purchase price per share of 100% of the
fair market value of the Company's Common Stock on the date of grant.
The options will be exercisable immediately upon a change in control
of the Company as that term is defined in the 1998 Long Term
Incentive Plan of the Company under which all of the options were
respectively granted.
<F2> In accordance with Securities and Exchange Commission Rules, the
Black-Scholes option pricing model was chosen to estimate the grant
date present value of the options granted. Assumptions used to
calculate Grant Date Present Value for each of the options granted
were: expected volatility, .325; risk free rate of return, 6.06%;
dividend yield, 3.48%; and time of exercise, 7 years. The valuation
model was not adjusted for non-transferability, risk of forfeiture or
the vesting restrictions in the option. The Company does not believe
that the Black-Scholes model used, or any other model whether or not
modified, can accurately determine the future value of an option
because such values depend on future unpredictable factors. The
future values realized may vary significantly from the values
estimated by the Black-Scholes model or any other model. Any future
values realized will ultimately depend upon the excess of the market
price of the stock over the grant price on the date the option is
exercised.
</FN>
</TABLE>
The following table provides information on stock options exercised
during fiscal 2000 and options outstanding on June 30, 2000.
AGGREGATED OPTION/ SAR EXERCISES IN FISCAL 2000
AND FISCAL YEAR END OPTION VALUES
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised
Underlying Unexercised Options In-the-Money Options at
At Fiscal Year End Fiscal Year End($)(2)
Shares Acquired Value Exercisable/(E) Exercisable/(E)
Name On Exercise (#) Realized ($)(1) Unexercisable/(U) Unexercisable/(U)
-----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Edward J. Trainor -0- -0- 137,267 (E) $500 (E)
61,733 (U) -0-(U)
Thomas L. King -0- -0- -0-(E) -0-(E)
-0-(U) -0-(U)
David R. Crichton -0- -0- 16,600 (E) -0-(E)
21,500 (U) -0-(U)
Edward F. Paquette -0- -0- 18,550 (E) -0-(E)
16,050 (U) -0-(U)
Jerry G. Griffin 10,000 $1,250 8,067 (E) -0-(E)
9,233 (U) -0-(U)
--------------------
<FN>
<F1> Value Realized equals the fair market value of underlying securities
at time of exercise, minus the exercise price, multiplied by the
number of shares acquired without deducting for taxes paid by the
employee.
<F2> Calculated based on June 30, 2000 market price of $15.875 less the
price to be paid upon exercise.
</FN>
</TABLE>
The following table provides information on Performance Share Units
awarded under the 1998 Long Term Incentive Plan during fiscal 2000.
LONG TERM INCENTIVE PLAN AWARDS
IN FISCAL 2000
<TABLE>
<CAPTION>
Estimated
Future Payouts
Under Non-Stock
Performance or Price-Based Plans
Number of Other Period Until (Target Number of
Performance Maturation Performance Share
Name Share Units Or Payout Units(1))
-----------------------------------------------------------------------------
<S> <C> <C> <C>
Edward J. Trainor 10,400 July 1999-June 2002 10,400
Thomas L. King 0 - -
David R. Crichton 6,000 July 1999-June 2002 6,000
Edward F. Paquette 3,600 July 1999-June 2002 3,600
Jerry G. Griffin 2,900 July 1999-June 2002 2,900
--------------------
<FN>
<F1> This fiscal year, the Salary and Employee Benefits Committee (the
"Committee") authorized the award under the 1998 Long Term Incentive
Plan of Performance Share Units ("PSUs"). The PSUs earned by the
named executives at the end of the three-year performance cycle will
be determined by the Board of Directors upon the recommendation of
the Committee. One PSU represents one share of Company Common Stock
set aside and designated as a PSU. At the end of fiscal year 2002, a
Company performance matrix will be examined to determine whether the
Company's long-term financial goals have been met such that PSUs may
be distributed. The financial measures selected for the above
performance period range between 9% and 13% return on total capital
and between 2% and 10% growth in operating income. The Committee has
the discretion to amend the financial performance measures under the
PSU program. Performance will vary depending upon results measured by
the matrix which could result in none of the PSUs being distributed
at the end of the three-year performance cycle. Based on the
foregoing, threshold and maximum amounts cannot be quantified.
Dividends accumulate during the performance cycle and will be paid
upon distribution of the PSUs. There are no holding restrictions on
the Company stock once the PSUs are distributed.
--------------------
</FN>
</TABLE>
Pension Plan Table
The following table shows the estimated annual benefits payable upon
retirement for the named executive officers (other than Mr. Paquette who
does not participate in the Company's retirement plans) in the Summary
Compensation Table and years of service classifications indicated under the
Company's retirement plans:
<TABLE>
<CAPTION>
Years of Service
----------------------------------------
Average Compensation 10 20 25 30
-------------------- ----------------------------------------
<S> <C> <C> <C> <C>
200,000 27,000 54,000 67,500 81,000
300,000 40,500 81,000 101,250 121,500
400,000 54,000 108,000 135,000 162,000
500,000 67,500 135,000 168,750 202,500
600,000 81,000 162,000 202,500 243,000
700,000 94,500 189,000 236,250 283,500
800,000 108,000 216,000 270,000 324,000
900,000 121,500 243,000 303,750 364,500
1,000,000 135,000 270,000 337,500 405,000
1,100,000 148,500 297,000 371,250 445,500
</TABLE>
Pensions are computed on a straight-life annuity basis and are not
reduced for Social Security or other offset amounts. Participants receive a
pension based upon average compensation in the three highest consecutive
calendar years multiplied by the number of years of service, times 1.35%.
Effective December 31, 1997 accrual rates under the Company's qualified
retirement plan for certain named executives in the Summary Compensation
Table are as follows: Mr. Trainor 3.85%; Mr. Crichton 2.35% and Mr. Griffin
2.35%. In addition, participants who were ever employed by the Company in
the position of Corporate Vice President, Senior Vice President, Executive
Vice President, General Counsel or Group Vice President will receive an
accrual rate of 2.35% and Division Presidents will receive an accrual rate
of 1.60%. Average annual compensation is determined by adding the three
highest consecutive years' earnings and dividing by three.
The Internal Revenue Code of 1986, as amended, limits the benefits
which may be paid from a tax-qualified retirement plan. As permitted by the
Employee Retirement Income Security Act of 1974, the Company has a non-
qualified Supplemental Retirement Plan to provide for the full payment of
the above pensions to the extent the pension amounts exceed tax-qualified
limits. The pension amounts that exceed tax-qualified limits are accounted
for by the Company as an operating expense and are accrued over the
expected working career of the employee.
As a mechanism for funding the pension amounts that exceed the tax-
qualified limits, this fiscal year the Company issued restricted stock to
salaried employees who are projected to have an unfunded Supplemental
Retirement Plan benefit greater than 20% of his/her total retirement
benefit. The restricted stock was issued pursuant to the 1998 Long Term
Incentive Plan. The number of shares of restricted stock issued to each
such employee was dependent upon his/her age in fiscal year 2000. For each
such employee between ages 55 and 60, 50% of the Supplemental Retirement
Plan benefit is funded with restricted stock. For each such employee
between ages 60 and 63, 75% of the obligation is funded with restricted
stock, and for each such employee age 63 and older, 85% of the obligation
is funded with restricted stock. Each such employee may elect to
participate in this restricted stock award. At the employee's respective
retirement, if the value of the restricted stock equals or exceeds the
value of the supplemental benefit, the restricted stock only shall be
issued. If the value of the stock is less than the calculated supplemental
benefit, cash shall be used to satisfy the remaining unfunded supplemental
pension benefit. Two of the named executives, Mr. Trainor and Mr. Crichton,
had Supplemental Retirement Plan benefits falling within one of the
foregoing categories and both elected to receive restricted stock. In
satisfaction of these elections the following grants were made: Mr.
Trainor, 45,651 shares and Mr. Crichton, 31,206 shares. These shares are
reported on the Stock Ownership Table on page 4 of this proxy statement.
The compensation covered by the pension benefit is based on the
combined amounts set forth under the headings "Salary" (on a calendar year
basis), "Bonus" and "LTIP Payouts" of the Summary Compensation Table. The
years of credited service as of June 30, 2000 for the executive officers
named on the Summary Compensation Table are as follows: Edward J. Trainor,
16 years; David R. Crichton, 28 years, and Jerry G. Griffin, 20 years. Mr.
Paquette does not participate in the Company Retirement Plan. Mr. King
retired with 32 years of service in fiscal 1996.
Employment Agreements and Change in Control Arrangements
Messrs. Trainor, Crichton and Paquette each have employment
agreements with the Company, which provide for full-time employment for
Messrs. Trainor and Crichton through December 31, 2002, and full-time
employment until August 31, 2001 for Mr. Paquette. Mr. Trainor's employment
agreement automatically renews for two consecutive three-year terms unless
notice of termination is given one year prior to the end of the then
current term. The agreements provide for the payment of minimum annual
compensation to the executives along with participation in benefit programs
available to all executives. Their respective agreements prohibit Messrs.
Trainor, Crichton and Paquette from competing with the present or future
business of the Company for two years subsequent to the termination of
their respective employments. Mr. Trainor presently receives base
compensation under his agreement at an annual rate of $650,000, Mr.
Crichton receives $393,000 and Mr. Paquette receives $283,000.
The named executives' respective employment agreements contain
provisions that protect the executives from termination of employment in
the event of a hostile change in control as defined in their employment
agreements. These provisions require, in the event of termination,
subsequent to such a change in control, payment of three times the
respective executive's then current, annual base salary and bonus (except
for Mr. Paquette, who would receive one times his then current, annual base
salary and bonus), 100% vesting in all benefit plans in which the executive
participates and three additional years of benefit service credited to the
executive under the Company's retirement plans (except for Mr. Paquette).
Additionally, all life and medical insurance plans would be continued for
three years for each terminated executive, other than Mr. Paquette, who
would receive continued life insurance and medical plan benefits for a one-
year period. Finally, Mr. Paquette would become 100% vested in all options
granted pursuant to his employment agreement.
Further, the named executives' respective employment agreements
contain provisions providing that, in the event of a hostile change in
control as defined in their employment agreements, and if in such event the
Internal Revenue Service (the "IRS") imposes an excise tax on the payments
received under the respective employment agreements, then the Company will
fully fund any excise tax assessed against the named executive, such that
the payments received by the named executive will not be reduced by any
IRS-imposed tax penalty.
OTHER INFORMATION CONCERNING THE COMPANY
Board of Directors and Its Committees
Five meetings of the Board of Directors were held during the fiscal
year ended June 30, 2000. Each director of the Company attended at least
75% of the meetings held during the year by the Board and all committees on
which the director served with the exception of Mr. Bolten, Jr. and Mr.
Dennis who attended 40% and 64% of the meetings, respectively.
The Board has a Compensation Committee consisting of Messrs. Greeley
(Chairman), Dennis, Hogan and Muller. On October 26, 1999, the Committee
changed its name from the Salary and Employee Benefits Committee to the
Compensation Committee. During fiscal 2000, the Committee held four
meetings. The Committee makes recommendations to the Board on the
compensation of the top management of the Company and reviews the
compensation of top divisional management of the Company. Between meetings
of the Board of Directors, the Committee exercises the powers of the Board
pertaining to the Employee Stock Purchase Plan, the 1994 Stock Option Plan
and the 1998 Long Term Incentive Plan.
Messrs. Landry (Chairman), Greeley and Fenoglio serve on the
Company's Audit Committee. All of these directors are independent as
defined by the New York Stock Exchange rules. During fiscal 2000, the
Committee met on five occasions. The Audit Committee reviews, both prior to
and after the audit, the Company's financial reporting function, the scope
and results of the audit performed (or to be performed) by the independent
auditors of the Company and the adequacy of the Company's internal controls
and reports thereon to the Board of Directors. During this fiscal year, the
Committee recommended the adoption by the Board of an Audit Committee
Charter which sets forth the responsibilities and duties of the Committee.
The Board approved and adopted the Committee Charter on October 26, 1999.
During the fiscal year, the Nominating Committee of the Board
consisted of Messrs. Muller (Chairman), Sackel, King and Trainor. The
function of the Committee is to consider and recommend to the Board
nominees for election as directors of the Company. The Committee will
consider nominees recommended by stockholders. Although no formal procedure
has been established, stockholders may submit recommendations to the
Secretary of the Company, 6 Manor Parkway, Salem, New Hampshire 03079 at
the time set forth for submitting shareholder proposals generally.
Effective January 1, 2000, the Company paid certain non-employee
directors $22,000 as a retainer plus $1,000 for each Board meeting
attended. Prior to January 1, 2000, the annual retainer for non-employee
directors was $20,000. Each director also received $750 for each Committee
meeting attended. Additionally, non-employee directors serving as Committee
chairmen were paid $1,000 for serving in that capacity for the fiscal year.
Finally, as of January 1, 2000, the Chairman of the Board receives an
additional annual retainer of $2,000.
Indebtedness of Management
The Company has a Stock Option Loan Plan pursuant to which it has
made loans to employees to enable them to exercise stock options. Loans
under this plan are made at market interest rates at the time the loan is
extended. The loans must be repaid within ten years. Regular quarterly
payments are made which reduce the outstanding indebtedness. The Company
holds as collateral all stock received on the exercise of options under
this plan.
The largest amount of indebtedness outstanding under this plan as to
certain directors and officers of the Company at any time since the
beginning of the last fiscal year, as well as the amount outstanding as of
July 31, 2000, is as follows:
<TABLE>
<CAPTION>
Largest
Amount Amount
Outstanding Outstanding
Name of Since As of
Individual July 1, 1999 July 31, 2000
---------- ------------ -------------
<S> <C> <C>
Edward J. Trainor $ 65,868 $ 52,552
Jerry G. Griffin $158,125 $157,766
</TABLE>
PROPOSAL 2-APPROVAL OF AUDITORS
Subject to approval by the stockholders, the Board of Directors has
appointed the firm of Deloitte & Touche LLP, independent public
accountants, as auditors of the Company for the year ending June 30, 2001.
This firm and two of its predecessor firms have been auditors of the
Company since 1955.
It is expected that representatives of Deloitte & Touche LLP will be
present at the Annual Meeting of Stockholders where they will have the
opportunity to make a statement, if they desire to do so, and to respond to
appropriate questions.
PROPOSAL 3-STOCKHOLDER PROPOSAL
William Steiner, 4 Radcliff Drive, Great Neck, New York 11024, the
beneficial owner of 1,750 shares of Common Stock, has notified the Company
of his intention to introduce the following proposal at the Annual Meeting:
MAXIMIZE VALUE RESOLUTION
Resolved that the shareholders of Standex International Corporation
urge the Standex International Corporation Board of Directors to arrange
for the prompt sale of Standex International Corporation to the highest
bidder.
In support of this proposal, Mr. Steiner has furnished the following
statement:
The purpose of the Maximize Value Resolution is to give all Standex
International Corporation shareholders the opportunity to send a message to
the Standex International Corporation Board that they support the prompt
sale of Standex International Corporation to the highest bidder. A strong
and or majority vote by the shareholders would indicate to the board the
displeasure felt by the shareholders of the shareholder returns over many
years and the drastic action that should be taken. Even if it is approved
by the majority of the Standex International Corporation shares represented
and entitled to vote at the annual meeting, the Maximize Value Resolution
will not be binding on the Standex International Corporation Board. The
proponent however believes that if this resolution receives substantial
support from the shareholders, the board may choose to carry out the
request set forth in the resolution:
The prompt auction of Standex International Corporation should be
accomplished by any appropriate process the board chooses to adopt
including a sale to the highest bidder whether in cash, stock, or a
combination of both. It is expected that the board will uphold its
fiduciary duties to the utmost during the process.
The proponent further believes that if the resolution is adopted, the
management and the board will interpret such adoption as a message from the
company's stockholders that it is no longer acceptable for the board to
continue with its current management plan and strategies.
I URGE YOUR SUPPORT, VOTE FOR THIS RESOLUTION
---------------------------------------------
THE BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST THIS PROPOSAL FOR
THE FOLLOWING REASONS:
The Board of Directors strongly believes that the implementation of
the proposal described above would not be in the best interests of the
stockholders and, contrary to the title of the proposal, would not maximize
value to the stockholders.
All directors of the Company are also stockholders and share a
commonality of interest with all other stockholders. Maximizing stockholder
value is viewed by the Board of Directors as an important component of its
fiduciary duties to stockholders, and is a consideration in all
deliberations of the Board of Directors. As a matter of course, the Board
regularly reviews all of the operations of the Company and evaluates the
contribution of each business unit to the Company's performance. It is the
Board's opinion that the stockholder value will be maximized by growing the
Company through synergistic business strategies, including refocusing
Company resources into larger, growth-oriented business units. The Board
has always been active in exploring strategic alternatives to enhance
stockholder value, and it regularly assesses the long-term outlook for the
Company from a strategic point of view, reviewing the prospects for the
Company's current businesses as well as future plans, and continually
evaluating the range of available strategic opportunities.
The Company has paid dividends to stockholders each quarter for over
thirty-five years and has increased the dividend thirty-four times over
that period. As a policy to further provide shareholder value, the Company
also has had a continuous program for the past 16 years of buying its own
stock for its treasury, having bought more than 19 million shares at a cost
of $285 million.
The Board does not believe that the proposal is realistic or
credible. Engaging in an auction or sale of the Company would restrict the
Board from implementing other strategic alternatives that may enhance
stockholder value in a much more meaningful way. At times, especially under
the current new and old economy volatile stock market forces, a company's
market value can be significantly different from its intrinsic value. These
conditions require that the development, selection and implementation of
the best strategic alternative be done with care and diligence in a way
that does not seriously jeopardize shareholders' interests. It should be
noted that the proponent, William Steiner, has filed the identical or
substantially similar proposal with over one dozen companies in the past
several months, and in each case, the stockholders overwhelmingly defeated
the proposal.
The Board of Directors continues to believe that the Company has
significant long-term value. The Board believes that a disposition of the
Company in a forced sale atmosphere, which such a vote would engender,
would not properly recognize the value inherent in the operations and
future prospects of the Company, and therefore, would not be in the best
interests of the Company and its stockholders.
ACCORDINGLY, THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE
AGAINST THIS PROPOSAL. PROXIES SOLICITED BY THE BOARD OF DIRECTORS
WILL BE VOTED AGAINST THIS PROPOSAL UNLESS OTHERWISE SPECIFIED BY THE
STOCKHOLDER IN THE PROXY.
OTHER PROPOSALS
Management does not know of any other matters which may come before
the meeting. However, if any other matters are properly presented at the
meeting, it is the intention of the persons named in the accompanying proxy
to vote, or otherwise act, in accordance with their judgment on such
matters.
Section 16(a) Beneficial Ownership Reporting Compliance
Pursuant to the Securities Exchange Act of 1934, the Company's
executive officers, directors and persons who own more than 10% of the
Company's Common Stock are required to file reports of ownership and
changes in ownership in the Common Stock of the Company under Section 16(a)
with the Securities and Exchange Commission and the New York Stock Exchange
with copies of those reports filed with the Company.
Based solely upon a review of the copies of the reports furnished to
the Company, the Company believes that during fiscal 2000 all executive
officers, directors and persons holding more than 10% of the Company's
Common Stock have complied with such filing requirements.
STOCKHOLDER PROPOSALS
Any stockholder desiring to submit a proposal for consideration at
the 2001 Annual Meeting of Stockholders must submit such proposal to the
Company, in writing, on or before May 24, 2001.
In order for a shareholder to bring other business before a
shareholder meeting, timely notice must be received by the Company on or
before August 3, 2001.
By the Board of Directors
/s/ Deborah A. Rosen
Deborah A. Rosen, Secretary
September 21, 2000
STANDEX INTERNATIONAL CORPORATION
Annual Meeting of Stockholders
IT IS IMPORTANT THAT YOUR SHARES ARE REPRESENTED AT THE ANNUAL MEETING.
ACCORDINGLY, YOU ARE URGED TO PROMPTLY VOTE YOUR PROXY IN ACCORDANCE WITH
THE INSTRUCTIONS ON THE REVERSE SIDE. IF YOU SO CHOOSE, YOU MAY VOTE YOUR
SHARES IN PERSON AT THE ANNUAL MEETING.
PLEASE DETACH HERE
PROXY
STANDEX INTERNATIONAL CORPORATION
Annual Meeting of Stockholders
This Proxy is Solicited on Behalf of the Board of Directors
The undersigned hereby appoint(s) Edward J. Trainor and Deborah A. Rosen as
proxies, with full power of substitution, and hereby authorizes them or any
of them to vote the stock of the undersigned at the Annual Meeting of
Stockholders of Standex International Corporation (the "Company") to be
held at FleetBoston, 100 Federal Street, Boston, Massachusetts, on Tuesday,
October 31, 2000 at 11:00 a.m., and at any adjournments thereof, as
indicated below on the proposals described in the Notice and Proxy
Statement for such meeting and in their discretion on other matters which
may properly come before the meeting.
In connection with those shares (if any) held by me as a participant in the
Standex Retirement Savings Plan (the "Plan"), I hereby direct the trustee of
the Plan in which I participate to vote all vested shares allocated to my
account under such Plan on June 30, 2000 in accordance with the instructions
on the reverse side of this proxy card or, if no instructions are given, in
accordance with the Board of Directors' recommendations, on all items of
business to come before the Annual Meeting of Stockholders to be held on
October 31, 2000 or any adjournment thereof. Under the Plan, the shares for
which no signed proxy card is returned or for which voting instructions are
not timely received or are improperly executed shall be voted by the trustee
in the same proportions on each proposal for which properly executed
instructions were timely received.
Unless otherwise instructed, this proxy will be voted FOR all nominees
listed in Proposal 1 and FOR Proposal 2. and AGAINST Proposal 3.
(Important- To be Signed and Dated on Reverse Side)
STANDEX INTERNATIONAL CORPORATION
6 MANOR PARKWAY
SALEM, NH 03079
Vote by Telephone
It's fast, convenient, and immediate! Call Toll-Free on a Touch-Tone Phone
1-877-PRX-VOTE (1-877-779-8683).
Follow these four easy steps:
1. Read the accompanying Proxy Statement/ Prospectus and Proxy Card.
2. Call the toll-free number 1-877-PRX-VOTE (1-877-779-8683).
3. Enter your 14-digit Voter Control Number located on your Proxy Card
above your name.
4. Follow the recorded instructions.
Your vote is important!
Call 1-877-PRX-VOTE anytime!
Vote by Internet
It's fast, convenient, and your vote is immediately confirmed and posted.
Follow these four easy steps:
1. Read the accompanying Proxy Statement/ Prospectus and Proxy Card.
2. Go to the Website
http://www.eproxyvote.com/sxi
3. Enter your 14-digit Voter Control Number located on your Proxy Card
above your name.
4. Follow the instructions provided.
Your vote is important!
Go to http://www.eproxyvote.com/sxi anytime!
Do not return your Proxy Card if you are voting by Telephone or Internet.
[x] Please mark votes as in this example.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSALS 1 AND 2.
1. Election of Directors.
For one year terms expiring in 2001:
Nominees:
(01) William R. Fenoglio,
(02) Walter F. Greeley,
For three year terms expiring in 2003:
Nominees:
(03) C. Kevin Landry,
(04) H. Nicholas Muller, III Ph.D.,
(05) Edward J. Trainor
FOR ALL NOMINEES [ ] [ ] WITHHELD FROM ALL NOMINEES
[ ]
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For all nominees except as noted above
2. To approve the selection of Deloitte & Touche LLP as independent
auditors
[ ] FOR [ ] AGAINST [ ] ABSTAIN
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "AGAINST" PROPOSAL 3.
3. Stockholder Proposal entitled "Maximize Value Resolution."
[ ] FOR [ ] AGAINST [ ] ABSTAIN
4. To transact such other business as may come before the meeting.
[ ] MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT
[ ] MARK HERE IF YOU PLAN TO ATTEND THE MEETING
Sign exactly as name appears on this proxy. If the shares are registered in
the names of two or more persons, each should sign. Executors,
administrators, trustees, partners, custodians, guardians, attorneys, and
corporate officers should add their full titles.
Date:
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Signature:
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Date:
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