<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
INTERNATIONAL RECTIFIER CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/ / $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
5) Total fee paid:
------------------------------------------------------------------------
/X/ Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
------------------------------------------------------------------------
2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
3) Filing Party:
------------------------------------------------------------------------
4) Date Filed:
------------------------------------------------------------------------
<PAGE>
<TABLE>
<S> <C>
[LOGO] INTERNATIONAL RECTIFIER CORPORATION
233 KANSAS STREET, EL SEGUNDO, CA 90245 (310) 322-3331
</TABLE>
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD NOVEMBER 20, 1995
The Annual Meeting of Stockholders of INTERNATIONAL RECTIFIER CORPORATION
will be held on Monday, November 20, 1995 at 10 o'clock a.m. Pacific Standard
Time at the HEXFET America facility of the Company at 41915 Business Park Drive,
Temecula, California.
The meeting will consider and act upon the following business:
1. Election of three Directors.
2. Proposed amendment of the Certificate of Incorporation to increase the
authorized number of shares of the Company's Common Stock from 30,000,000
to 150,000,000.
3. Ratification of Coopers & Lybrand as independent auditors of the Company
to serve for fiscal year 1996.
4. 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 September 22, 1995
as the record date for determining those Stockholders who will be entitled to
vote at the meeting.
By order of the Board of Directors
Gerald A. Koris
Secretary
September 28, 1995
IMPORTANT: PLEASE FILL IN DATE, SIGN AND MAIL PROMPTLY THE ENCLOSED PROXY IN THE
POST-PAID ENVELOPE PROVIDED TO ASSURE THAT YOUR SHARES ARE REPRESENTED AT THE
MEETING. IF YOU ATTEND THE MEETING, YOU MAY VOTE IN PERSON IF YOU WISH TO DO SO
EVEN THOUGH YOU HAVE SENT IN YOUR PROXY.
<PAGE>
PROXY STATEMENT
GENERAL
The accompanying Proxy is solicited by the Board of Directors of
International Rectifier Corporation (the "Company"), for use at the Annual
Meeting of Stockholders to be held on November 20, 1995 and any adjournments
thereof. The close of business on September 22, 1995 has been fixed as the
record date for the determination of Stockholders entitled to notice of and to
vote at the meeting. This Proxy Statement and the accompanying Proxy will be
first mailed to Stockholders on or about September 28, 1995.
Any Stockholder who gives a Proxy has the power to revoke it at any time
before it is exercised by delivery of written notice of revocation to the
Secretary of the Company prior to commencement of the Annual Meeting.
Stockholders attending the Annual Meeting may vote their shares in person
whether or not a Proxy has been previously executed and returned. The Company
will bear the cost of solicitation of proxies.
The record date for the determination of shares entitled to notice of and to
vote at the meeting is close of business on September 22, 1995. As of September
22, 1995 there were 25,229,545 shares issued and outstanding of $1.00 par value
Common Stock of the Company, the only class of voting securities outstanding.
Each share of Common Stock of the Company is entitled to one vote; there is no
cumulative voting.
Votes cast by proxy or in person at the Annual Meeting will be counted by
the persons appointed by the Company to act as election inspectors for the
meeting. The election inspectors will treat shares represented by Proxies that
reflect abstentions or include "broker non-votes" as shares that are present and
entitled to vote for purposes of determining the presence of a quorum.
Abstentions will be counted toward the tabulation of "votes cast" and will have
the same effect as negative votes. "Broker non-votes" do not constitute a vote
"for" or "against" any matter and thus will be disregarded in calculation of
"votes cast". If a broker or nominee has indicated on the proxy that it does not
have discretionary authority to vote certain shares (i.e. "broker non-votes"),
those shares will be treated as not present and not entitled to vote with
respect to that matter (even though those shares may be considered entitled to
vote for quorum purposes and may be entitled to vote on Proposals 1 and 3).
2
<PAGE>
SECURITY OWNERSHIP
The following table shows, as of September 22, 1995, the beneficial
ownership of the Common Stock by owners of more than five percent of the Common
Stock, by each director or nominee, and by all directors and officers as a
group.
<TABLE>
<CAPTION>
AMOUNT
BENEFICIALLY PERCENT OF
NAME OWNED (1) CLASS
- ------------------------------------------------------------------------------- ----------- -------------
<S> <C> <C>
Eric Lidow (2)................................................................. 1,225,035 4.9%
Alexander Lidow (2)............................................................ 540,595 2.1
Derek B. Lidow (2)............................................................. 306,695 1.2
Donald S. Burns................................................................ 6,500 *
George Krsek................................................................... 28,000 *
Robert J. Mueller.............................................................. 26,000 *
James B. Plummer............................................................... 4,000 *
Jack O. Vance.................................................................. 28,700 *
Rochus E. Vogt................................................................. 22,500 *
All Directors and Officers as a Group (11 persons)............................. 2,197,349 8.7%
- ------------------------
* Less than 1%
<FN>
(1) Amount includes 152,000 shares exercisable under Company stock option plans
on or within 60 days of the record date.
(2) There are 20,913 shares owned by Lidow Foundation of which Eric Lidow is a
director. Members of the Lidow family other than Messrs. Eric Lidow,
Alexander Lidow and Derek B. Lidow are the beneficial owners of 88,713
shares. The Messrs. Lidow disclaim any beneficial ownership in any of such
shares. The 2,161,038 shares beneficially owned by members of the Lidow
family constitute 8.6% of the shares outstanding.
</TABLE>
ELECTION OF DIRECTORS
(PROPOSAL 1)
There are nine directors on the Company's Board. The directors are divided
into three classes, and the directors in each class serve three-year terms
expiring in successive years. At the 1995 Annual Meeting, the term of office of
Class One expires, and three directors are expected to be elected with terms
expiring upon the election and qualification of their successors at the 1998
Annual Meeting of Stockholders.
It is intended that Proxies received by the Board of Directors will be voted
for the election of the nominees for directors named below, unless authority to
do so is withheld. Messrs. George Krsek, Jack O. Vance and Derek B. Lidow are at
present directors of the Company. It is not contemplated that any nominee will
be unable to serve as a director, but if that contingency should occur prior to
the Annual Meeting, the holders of Proxies reserve the right to substitute and
vote for another person of their choice.
The affirmative vote of holders of a majority of shares of the Company's
Common Stock represented at the meeting in person or by Proxy is required to
elect any nominee for director.
3
<PAGE>
NOMINEES FOR DIRECTORS
The following persons are nominees for director with terms expiring in 1998.
<TABLE>
<CAPTION>
DIRECTOR
NAME AGE PRINCIPAL OCCUPATION SINCE
- ------------------------- --- ----------------------------------------------------------------------- -----------
<S> <C> <C> <C>
CLASS ONE
TERM ENDING 1998
George Krsek 74 President, Konec, L.L.C., a management consulting firm 1979
Jack O. Vance 70 Managing Director, Management Research, a management consulting firm 1988
Derek B. Lidow (1) 42 Chief Executive Officer of the Company 1994
- ----------------------------------------------------------------------------------------------------------------------------
CLASS TWO
TERM ENDING 1996
Rochus E. Vogt 65 R. Stanton Avery Distinguished Service Professor and Professor of 1984
Physics, California Institute of Technology
Robert J. Mueller 66 Executive Vice President -- External Affairs and Business Development 1990
Alexander Lidow (1) 40 Chief Executive Officer of the Company 1994
- ----------------------------------------------------------------------------------------------------------------------------
CLASS THREE
TERM ENDING 1997
Eric Lidow (2) 82 Chairman of the Board of the Company 1947
Donald S. Burns 70 President, Chairman of the Board and Chief Executive Officer, Prestige 1993
Holding, Ltd.
James D. Plummer 50 John M. Fluke Professor of Electrical Engineering and Director of 1994
Integrated Circuits Laboratory, Stanford University
<FN>
- ------------------------
(1) Derek B. Lidow and Alexander Lidow are sons of Eric Lidow.
(2) Eric Lidow resigned as Chief Executive Officer and President on March 6,
1995. Mr. Lidow continues as Chairman of the Board and also serves as
Chairman of the Executive Committee.
</TABLE>
The above named directors have held their respective employment positions
during the past five years except for George Krsek who was President of Houba,
Inc. a pharmaceutical firm, from 1975 to July 1994. Messrs. Mueller, Alexander
Lidow and Derek B. Lidow have been employed by the Company for more than five
years in various executive officer positions.
4
<PAGE>
COMMITTEES AND MEETINGS OF THE BOARD OF DIRECTORS
The Company's Board of Directors has Audit, Compensation and Executive
Committees, but not a Nominating Committee. Both the Audit Committee and the
Compensation Committee currently consist of Messrs. Burns, Krsek, Plummer, Vance
and Vogt, each of whom is not an officer or employee of the Company
("Non-Employee Director"). The Executive Committee consists of Messrs. E. Lidow,
A. Lidow, D. Lidow, Mueller and Vance. The Audit Committee monitors the
Company's basic accounting policies, reviews audit and management reports, and
makes recommendations regarding the appointment of the independent auditors. The
Audit Committee held three meetings in the fiscal year. The Compensation
Committee has the responsibility for setting key executive compensation and for
granting stock options. (See "Compensation Committee Report" below). The
Compensation Committee met three times. The Executive Committee, formed in
March, 1995, exercises many of the powers and authority of the Board in the
management of the business affairs of the Company. The Executive Committee met
one time. The Board of Directors met four times. No director attended less than
75% of meetings of the Board of Directors and of all committees on which he
served during the fiscal year.
Non-Employee Directors receive fees of $30,000 per annum for participation
on the Board and its Committees. In addition, Mr. Vance receives $3,000 per
meeting of the Executive Committee. Under the current Stock Option Plan of 1992
(as amended) Non-Employee Directors are automatically granted stock options for
2,500 shares of Common Stock on each January 1 during the term of this Plan. In
addition, each Non-Employee Director elected after the 1994 Annual Meeting of
Stockholders is automatically granted upon initial election an option to
purchase 20,000 shares. Each Non-Employee Director in office on August 9, 1994
was automatically granted, in addition to the option to purchase 10,000 shares
granted to him upon initial Stockholder approval of the Plan, an option to
purchase 10,000 shares. Notwithstanding the foregoing, the aggregate number of
shares for which options may be granted to any Non-Employee Director under both
this Plan and the Stock Option Plan of 1984 cannot exceed 50,000 shares.
Non-Employee Directors are not eligible to receive any other options under the
Stock Option Plan of 1992 (as amended). Non-Employee Director options become
exercisable at the rate of 20% per annum commencing on the first anniversary of
the date of grant; vesting may accelerate under certain circumstances.
5
<PAGE>
EXECUTIVE COMPENSATION
The following table and accompanying notes summarize the aggregate
compensation of the Company, and the stock option grants awarded to each of the
five highest paid executive officers for each of the last three fiscal years.
SUMMARY COMPENSATION TABLE -- ANNUAL COMPENSATION
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
OTHER ANNUAL -------------
NAME AND FISCAL SALARY BONUS COMPENSATION OPTIONS
PRINCIPAL POSITION YEAR ($) (2) ($) ($) (#)
- ---------------------------------- --------- --------- --------- ----------------- -------------
<S> <C> <C> <C> <C> <C>
Eric Lidow (1) 1995 627,008 420,000 -- 50,000
Chairman of the Board 1994 557,200 110,000 -- 60,000
1993 564,177 -- -- --
Alexander Lidow 1995 345,277 411,000 -- 50,000
Chief Executive Officer 1994 307,200 60,000 -- 40,000
1993 312,969 400 -- --
Derek B. Lidow 1995 345,277 411,000 -- 50,000
Chief Executive Officer 1994 307,200 60,000 -- 40,000
1993 312,969 -- -- --
Robert J. Mueller 1995 333,777 200,000 -- --
Executive Vice President -- 1994 299,000 59,800 -- 15,000
External Affairs and Business 1993 310,842 -- -- --
Development
Michael P. McGee 1995 221,316 197,000 -- --
Vice President, 1994 188,214 40,000 -- 15,000
Chief Financial Officer 1993 128,600 -- -- --
<FN>
- ------------------------
(1) The Company entered into an executive agreement with Eric Lidow dated May
15, 1991. See "Executive Agreement" below.
(2) Each years salary includes an automobile allowance granted key executives.
The 1993 totals included an amount reflecting a difference in pay periods
that year.
</TABLE>
6
<PAGE>
OPTION GRANTS IN LAST FISCAL YEAR
The following table and accompanying notes summarize options granted to each
executive officer of the Company in fiscal 1995 and projects potential
realizable gains at hypothetical assumed annual compound rates of appreciation.
There were no grants of SARs to the executive officers in fiscal 1995.
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
VALUE
AT ASSUMED ANNUAL
RATES
PERCENT OF OF STOCK PRICE
TOTAL OPTIONS APPRECIATION
OPTIONS GRANTED TO EXERCISE FOR OPTION TERM (4)
GRANTED EMPLOYEES IN PRICE EXPIRATION ----------------------
NAME (#)(1)(2) FISCAL YEAR ($/SH) DATE (3) 5% ($) 10% ($)
- --------------------- ----------- --------------------- --------- ---------- --------- -----------
<S> <C> <C> <C> <C> <C> <C>
Eric Lidow 50,000 18.8% 23.625 3/6/05 742,800 1,882,800
Alexander Lidow 50,000 18.8% 23.625 3/6/05 742,800 1,882,800
Derek B. Lidow 50,000 18.8% 23.625 3/6/05 742,800 1,882,800
Robert J. Mueller -- -- -- -- -- --
Michael P. McGee -- -- -- -- -- --
In addition, 115,600 options were granted to other employees of the Company.
<FN>
- ------------------------
(1) Options become exercisable at a rate of 20% per annum commencing on the
first anniversary of the date of grant.
(2) Under the terms of the Stock Option Plan of 1992 (as amended), the
Compensation Committee retains discretion, subject to plan limits, to
modify the terms of outstanding options and to reprice the options.
(3) Subject to earlier termination in certain events related to termination of
employment.
(4) These values are solely the mathematical results of hypothetical assumed
appreciation of the market value of the underlying shares at an annual rate
of 5% and 10% over the full ten-year term of the options, less the exercise
price. Actual gains, if any, will depend on future stock market performance
of the Company's Common Stock, market factors and conditions, and each
Optionee's continued employment through the applicable vesting periods. The
Company makes no prediction as to the future value of these options or of
its Common Stock, and these values are provided solely as examples required
by the proxy reporting rules of the Securities and Exchange Commission.
</TABLE>
7
<PAGE>
OPTIONS
The following table and accompanying notes show for each of the five highest
paid executive officers the shares acquired on exercise of options in fiscal
1995 and certain required information regarding outstanding options held by them
at the end of fiscal 1995.
OPTION EXERCISES AND YEAR-END VALUE TABLE
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION VALUE
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES
UNDERLYING VALUE OF UNEXERCISED
UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS
AT FY-END (#) AT FY-END ($)
------------------- ---------------------
SHARES ACQUIRED VALUE EXERCISABLE/ EXERCISABLE/
NAME ON EXERCISE (#) REALIZED ($) UNEXERCISABLE UNEXERCISABLE (6)
- --------------------- --------------- ------------- ------------------- ---------------------
<S> <C> <C> <C> <C>
Eric Lidow 50,000 831,250(1) 52,000/108,000 645,000/1,392,500
" 10,000 165,000(2)
" 5,000 82,500(2)
Alexander Lidow 20,000 365,000(2) 36,000/89,000 444,500/1,079,875
Derek B. Lidow 20,000 340,000(3) 24,800/86,200 322,700/1,049,425
Robert J. Mueller 15,000 249,375(4) 11,000/14,000 139,500/231,750
Michael P. McGee 2,500 34,063(5) 5,900/13,100 96,137/243,362
<FN>
- ------------------------
(1) Based on market value of $23.625 on the date of exercise.
(2) Based on market value of $25.25 on the date of exercise.
(3) Based on market value of $24.00 on the date of exercise.
(4) Based on market value of $23.625 on the date of exercise.
(5) Based on market value of $25.125 on the date of exercise.
(6) Based on market value of $32.50 at the end of fiscal 1995, minus the
exercise price of "in the money" options.
The exercise price of outstanding options ranges from $11.00 to $23.625.
</TABLE>
EXECUTIVE AGREEMENT
The Company entered into an executive agreement with Eric Lidow dated May
15, 1991, providing for his continued employment with the Company for a six-year
period as Chief Executive Officer and President or in such other position as the
Board of Directors may determine. The agreement provides for an annual salary of
$500,000, which may be increased at the discretion of the Board. It was so
increased in May 1992 to $550,000 and in August 1994 to $632,500. Upon Mr.
Lidow's retirement from the Company (or a change in control) he will receive
annual payments of 90% of his then current salary. Upon Mr. Lidow's death,
payments will be continued to his wife, if she survives him, in an amount equal
to two-thirds of his retirement benefits for the remainder of her life. At
fiscal year end Mr. Lidow was entitled to receive upon retirement, $728,249 a
year for the remainder of his life and his wife would thereafter receive
approximately $485,499 a year for the remainder of her life.
8
<PAGE>
In connection with the executive agreement $1,068,000 was expensed in fiscal
1995. The agreement was amended on April 12, 1995 to provide that upon
retirement Mr. Lidow's pension would be based, in addition to his salary, on the
average of the prior three years' cash bonuses, if any. The pension would
further be adjusted annually to account for any increase in the Consumer Price
Index.
TRANSACTIONS WITH MANAGEMENT/FAMILY RELATIONSHIPS
The Company leases two parcels of real property in El Segundo, California,
owned by Alexander Lidow and paid rent totaling $83,052 during the 1995 fiscal
year. One lease had a five year term which expired July 31, 1995; the other
lease has a ten year term expiring March 31, 1996.
The following information contained under the captions "Compensation
Committee Report" and "Stock Price Performance" shall not be deemed "soliciting
material" or "filed" with the Securities and Exchange Commission and shall not
be deemed to be incorporated into any filing by International Rectifier
Corporation under the Securities Act of 1933 or the Securities Exchange Act of
1934 in the absence of specific reference to such captions and information.
COMPENSATION COMMITTEE REPORT
The Compensation Committee of the Board of Directors (the "Committee")
currently consists of the five Non-Employee Directors of the Company (listed
below). The compensation of the five officers who comprise the Executive Team,
the top management operating group of the Company, is determined by the
Committee (see "Executive Compensation" above). The Committee also reviews (but
does not set) the salaries of all other employees having annual compensation of
$150,000 or more.
The Company's executive compensation program includes competitive base
salaries, annual bonuses and stock options. The Committee's policy is to set
base salaries generally within the competitive range for similar positions in
high technology companies, based on information of a broad range of such
companies obtained from an independent survey of executive compensation. A cash
bonus is a variable and performance-reflective portion of the compensation
package. In general, cash bonuses are subjective, but the Committee takes into
consideration such factors as profitability in the particular fiscal year,
Company stock performance, outstanding achievements (for example in new product
introduction), and improvement in market share and industry position. Stock
options are granted to provide long-term incentives linked to an increase in the
market price of Company stock by awarding options at the fair market value on
the day of grant. Outstanding options become exercisable at a rate of 20% per
annum commencing on the first anniversary of the date of grant. The Company has
not established a policy with respect to Section 162(m) of the Internal Revenue
Code.
Based on a survey of other high technology companies and improved Company
performance in the prior fiscal year (ended June 30, 1994), the Committee
increased the annual base compensation levels by 15% for each of the five
highest paid executive officers in August 1994. Salaries and bonus awards for
FY95 are listed above under "Executive Compensation". In making the bonus awards
the Committee took into consideration the strong rise in the Company's earnings,
as well as the Company's stock performance.
The base compensation payable to Eric Lidow is described above (see
"Executive Agreement" above). Mr. Lidow resigned as Chief Executive Officer in
March 1995 while retaining the position of Chairman of the Board. The base
salaries of Alexander Lidow and Derek B. Lidow were not changed upon their
election as Chief Executive Officers in March 1995 from those in their previous
positions as
9
<PAGE>
Executive Vice Presidents. The grant of stock options to the Messrs. Lidow (see
"Option Grants in Last Fiscal Year" above) was based on a subjective analysis by
the Committee and upon the fact that the new Chief Executive Officers did not
receive any increase in base salary upon their elevation.
Donald S. Burns Jack O. Vance
George Krsek Rochus E. Vogt
James D. Plummer
10
<PAGE>
STOCK PRICE PERFORMANCE
The following graph compares the Company's cumulative stockholder return on
its Common Stock (i.e. change in stock price plus reinvestment of dividends)
measured against the cumulative total return of the Standard and Poor's 500
Stock Index and Standard and Poor's High Technology Composite Index peer group.
The stock price performance shown in this graph, which assumes $100 was invested
on June 30, 1990, is not necessarily indicative of and not intended to suggest
future stock price performance.
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
06/30
<S> <C> <C> <C> <C> <C> <C>
1990 1991 1992 1993 1994 1995
The Company 100.00 132.61 69.57 109.78 130.43 282.61
S&P 500 100.00 107.40 121.80 138.40 140.35 176.94
S&P High Tech 100.00 94.11 99.90 116.68 126.36 205.59
</TABLE>
11
<PAGE>
PROPOSED AMENDMENT OF CERTIFICATE OF INCORPORATION
INCREASE IN CAPITAL STOCK
(PROPOSAL 2)
The Board of Directors has proposed that the Company's Certificate of
Incorporation be amended to increase the number of shares of Common Stock, par
value $1, from 30,000,000 shares to 150,000,000 shares. The full text of the
proposed amendment is contained in Exhibit A hereto. As of September 22, 1995,
25,229,545 shares were outstanding, 811,380 were reserved for issuance upon the
exercise of outstanding stock options and 360,075 shares were available for
grant, and 948,734 shares were reserved for issuance under the Company's stock
purchase plan for employees. Therefore, as of September 22, 1995, only 2,650,266
shares were available which had not been issued or committed for further
issuance. There are no current plans or proposals to issue any portion of the
additional shares of Common Stock.
The Board of Directors believes that it is advisable and in the Company's
best interest that additional shares be made available so that the Board of
Directors and management can act with flexibility and speed when opportunities
to strengthen the Company arise. The additional shares could be used from time
to time for such things as possible stock splits, possible stock issuances,
raising additional capital, acquisitions, and other corporate purposes. Under
certain circumstances, the additional shares of Common Stock authorized by the
proposed amendment could be used to create voting impediments or to frustrate
persons seeking to effect a merger or otherwise gain control of the Company.
Additional shares of Common Stock could, for example, be privately placed with
purchasers who might side with management of the Company in opposing a tender or
other acquisition offer made by a third party.
The five-fold increase in authorized shares will generally empower the
directors to issue the additional shares without notice to stockholders or their
approval, the effect of which may be to dilute substantially the equity
interests of current stockholders. Stockholder approval is required, however,
for the adoption of new employee stock option or stock purchase plans and for
the issuance of stock in certain transactions that exceed limits set by the New
York Stock Exchange. In addition, stockholder approval is required for a merger
of the Company with another entity; however, such approval is not required if
the merger involves only a subsidiary of the Company. There are no current plans
for any such transaction or merger.
The proposed increase in capital stock is not a result of or in response to
any known accumulation of stock or threatened takeover. The Company periodically
reviews its anti-takeover defenses and may add appropriate defenses in the
future, but there are no current plans to do so. Certain provisions of the
Company's Certificate of Incorporation and Bylaws may make it more difficult for
a third party to acquire, or may discourage a third party from attempting to
acquire, control of the Company. Under the Company's Certificate of
Incorporation and its Bylaws, the Company's Board of Directors is divided into
three classes with staggered three year terms for each class. The directors also
have the right thereunder to increase (with certain restrictions) or decrease
the number of directors. The Certificate of Incorporation further provides that
vacancies for newly created directorships may be filled by a majority vote of
the remaining directors and removal for cause may only be made by the vote of a
majority of the outstanding shares. Amendment of any of the foregoing provisions
of the Company's Certificate of Incorporation requires the approval of the
holders of at least 66 2/3% of the stock of the Company issued and outstanding
having voting power, given at a duly convened stockholders
12
<PAGE>
meeting upon a proposal adopted by the Board. Under the Company's Bylaws, a
special meeting of stockholders may be called only by certain officers or a
majority of the Board. The Board of Directors can also issue shares of Preferred
Stock under certain circumstances which could have the effect of delaying or
preventing a change of control or other corporate action. There are no current
plans to issue Preferred Stock. In addition, the stock option plans of the
Company have acceleration provisions in the event of change of control, as does
the Executive Agreement with Eric Lidow (see "Executive Agreement" above).
The affirmative vote of holders of a majority of all outstanding shares of
Common Stock of the Company entitled to vote thereon at the Annual Meeting is
required in order for the proposed amendment to the Certificate of Incorporation
to be adopted. The Board of Directors recommends a vote FOR approval of the
Amendment of the Certificate of Incorporation.
INDEPENDENT ACCOUNTANTS
(PROPOSAL 3)
The Board of Directors, on the recommendation of the Audit Committee,
proposes that Coopers & Lybrand, independent auditors of the Company for many
years, be elected as independent auditors of the Company to serve until the
Annual Meeting of Stockholders in 1996. A representative of Coopers & Lybrand is
expected to be present at the Annual Meeting, will be given the opportunity to
make a statement if he so desires, and will be available to respond to
appropriate questions.
Although this appointment is not required to be submitted to a vote of the
Stockholders, the Board believes it is appropriate as a matter of policy to
request that the Stockholders ratify the appointment. If the Stockholders do not
ratify the appointment by the affirmative vote of a majority of the shares
represented either in person or by proxy at the Annual Meeting, the selection of
another independent auditor will be considered by the Board of Directors.
The Board of Directors recommends a vote FOR this proposal.
STOCKHOLDER PROPOSALS FOR 1996
Eligible Stockholders' proposals for the 1996 Annual Meeting of Stockholders
of the Company must be received at the Company's office at 233 Kansas Street, El
Segundo, California 90245 no later than June 7, 1996.
MISCELLANEOUS
Management does not know of any business to be presented other than the
matters set forth in the Notice of Meeting. However, if other matters properly
come before the meeting, it is the intention of the Proxies to vote in
accordance with their best judgment on such matters.
The expense of preparing, assembling, printing and mailing the Proxy and the
material used in the solicitation of Proxies will be borne by the Company. It is
contemplated that Proxies will be solicited principally through the use of the
mails, but the officers and regular employees of the Company may solicit Proxies
personally or by telephone or by special letter. The Company will reimburse
banks, brokerage houses, and other custodians, nominees and fiduciaries for
their reasonable expenses in forwarding proxy material to their principals.
13
<PAGE>
A copy of the Annual Report of the Company for the year ended June 30, 1995,
including financial statements for the year then ended, is transmitted herewith.
By Order of the Board of Directors
Gerald A. Koris
Secretary
September 28, 1995
14
<PAGE>
EXHIBIT A
ARTICLE FOUR OF THE CERTIFICATE OF INCORPORATION
AS PROPOSED TO BE ADDED BY AMENDMENT
(PROPOSAL 2)
ARTICLE FOUR
The total number of shares of stock which the corporation shall have
authority to issue is 150,000,000 shares of Common Stock and 1,000,000 preferred
shares. The par value of each of the common and preferred shares is One Dollar
($1.00) each.
15
<PAGE>
GRAPH DESCRIPTION: a map showing the Los Angeles area freeway system and
directions to the Company's Annual Meeting of Stockholders.
[CRC Map]
16
<PAGE>
INTERNATIONAL RECTIFIER CORPORATION
Proxy Solicited on Behalf of the Board of Directors of
the Company for Annual Meeting November 20, 1995
The undersigned hereby constitutes and appoints Eric Lidow and Gerald A. Koris,
and each of them, his true and lawful agents and proxies with full power of
substitution in each, to represent the undersigned at the Annual Meeting of
Stockholders of International Rectifier Corporation to be held at the HEXFET
America facility of the Company, 41915 Business Park Drive, Temecula,
California, at 10:00 a.m., Pacific Standard Time, on the 20th day of November,
1995, and at any adjournments thereof, on all matters coming before said
meeting.
See Reverse Side
<PAGE>
- -------
Common
VOTE FOR VOTE WITHHELD
all nominees from all
listed below nominees
1. ELECTION OF / / / /
DIRECTORS
Nominees: George Krsek, Derek B. Lidow and Jack O. Vance
VOTE WITHHELD
from the following nominee(s)
- -------------------------------
Please mark your choices like this /x/
2. Proposed Amendment of the Certificate of Incorporation to increase the
authorized number of shares of the Company's Common Stock from 30,000,000 to
150,000,000.
FOR AGAINST ABSTAIN
/ / / / / /
3. To ratify Coopers & Lybrand as independent auditors of the Company to
serve for fiscal year 1996.
FOR AGAINST ABSTAIN
/ / / / / /
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR PROPOSALS 1, 2, AND 3.
PLEASE MARK, SIGN, DATE, AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
Signature(s)______________________________________ Date________________, 1995
THIS PROXY MUST BE SIGNED EXACTLY AS NAME APPEARS HEREON. Executors,
administrators, trustees, etc. should give full title as such. If signer is a
corporation, please sign full corporate name by duly authorized officer.
