<PAGE> 1
[PerkinElmer, Inc. LOGO]
NOTICE OF ANNUAL MEETING
AND
PROXY STATEMENT 2000
PERKINELMER, INC.
CORPORATE OFFICES
45 WILLIAM STREET
WELLESLEY, MASSACHUSETTS 02481
<PAGE> 2
NOTICE OF ANNUAL MEETING
To the Stockholders of PerkinElmer, Inc.:
The Annual Meeting of the Stockholders of PerkinElmer, Inc., will be held
at the Sheraton Needham Hotel, 100 Cabot Street, Needham, Massachusetts, on
Tuesday, April 25, 2000, at 10:30 a.m., to consider and act upon the following:
1. A proposal to elect ten nominees for Director for terms of one year
each; and
2. Such other matters as may properly come before the Meeting or any
adjournment thereof.
The Board of Directors has no knowledge of any other business to be
transacted at the Meeting.
The Board of Directors has fixed the close of business on February 25, 2000
as the record date for the determination of stockholders entitled to receive
this notice and to vote at the Meeting.
All stockholders are cordially invited to attend the Meeting.
By Order of the Board of Directors
/s/ TERRANCE L. CARLSON
TERRANCE L. CARLSON, Clerk
March 27, 2000
RETURN ENCLOSED PROXY CARD
Whether or not you expect to attend this Meeting, please complete, date, and
sign the enclosed proxy card and to mail it promptly in the enclosed envelope.
No postage is required if mailed in the United States. Prompt response is
important and your cooperation will be appreciated. If the envelope is lost,
return the card to Proxy Services, EquiServe, P.O. Box 9381, Boston, MA
02205-9381.
<PAGE> 3
PROXY STATEMENT
This Proxy Statement has been prepared to provide the stockholders of
PerkinElmer, Inc. with information pertaining to the matters to be voted on at
the PerkinElmer, Inc., Annual Meeting of Stockholders to be held on Tuesday,
April 25, 2000 at 10:30 a.m., at the Sheraton Needham Hotel, 100 Cabot Street,
Needham, Massachusetts, and at any adjournment of that Meeting. The date of this
Proxy Statement is March 27, 2000, the approximate date on which the Proxy
Statement and form of Proxy were first sent or given to stockholders.
PerkinElmer, Inc. is sometimes referred to in this Proxy Statement as
"PerkinElmer" or the "Company." PerkinElmer, Inc. Common Stock, $1 par value per
share (the only outstanding PerkinElmer security with voting rights), is
referred to as the "Common Stock."
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF PERKINELMER.
You are requested to sign and return your proxy card promptly. You have the
right to revoke your proxy and change your vote at any time prior to its
exercise at the Meeting by filing written notice with the Clerk of PerkinElmer
or by signing and delivering a new proxy card bearing a later date. IT IS
IMPORTANT TO SIGN AND RETURN YOUR PROXY CARD. It helps to establish a quorum so
that the Meeting may be held, and permits your votes to be cast in accordance
with your directions.
The expenses connected with soliciting proxies will be borne by
PerkinElmer. The Company expects to pay brokers, nominees, fiduciaries, and
other custodians their reasonable expenses for forwarding proxy materials and
annual reports to principals and obtaining their voting instructions. The
Company has engaged Georgeson Shareholder Communications, Inc. of New York City,
to assist in soliciting proxies from brokers, nominees, fiduciaries, and
custodians and has agreed to pay Georgeson Shareholder Communications, Inc.
$7,500 and out-of-pocket expenses for such efforts. In addition to the use of
the mails, certain Directors, officers, and employees may solicit proxies in
person or by use of communications media.
The stock transfer books of PerkinElmer will not be closed; however, the
Board of Directors has fixed the close of business on February 25, 2000, as the
record date for determining the stockholders entitled to receive notice of and
to vote their shares at the Annual Meeting. On the record date, there were
48,656,003 shares of Common Stock outstanding and entitled to vote. Each share
of Common Stock carries the right to cast one vote, with no cumulative voting.
The presence at the Annual Meeting, in person or by proxy, of a majority of the
shares of Common Stock issued and outstanding on the record date constitutes a
quorum.
The proposal being presented for stockholder action is set forth on your
proxy card and discussed in detail on the following pages. Shares represented by
proxy will be voted at the Annual Meeting in accordance with your instructions
indicated on the proxy card.
The proposal is to elect ten Directors for terms of one year each. You may
grant or withhold authority to vote your shares to elect the ten nominees by
marking the appropriate box on the proxy card. Should you desire to withhold
authority to vote for one or more nominees, please identify the exceptions in
the appropriate space provided on the proxy card. Your shares will be voted as
you indicate. IF YOU SIGN AND RETURN YOUR PROXY CARD AND MAKE NO OTHER
INDICATION ON THE PROXY CARD, YOUR SHARES WILL BE VOTED "FOR" ELECTING THE
NOMINEES NAMED IN THIS PROXY STATEMENT.
Management does not anticipate a vote on any other proposal at the Annual
Meeting. If, however, another proposal is properly brought before the Meeting,
your shares will be voted in accordance with the discretion of the named
proxies.
PerkinElmer's Annual Report to Stockholders for 1999 has been mailed to its
stockholders or is enclosed herewith. It is not part of this Proxy Statement or
incorporated herein by reference.
<PAGE> 4
VOTES REQUIRED
The affirmative vote of the holders of a plurality of the votes cast at the
Meeting is required for the election of each of the ten Directors.
A majority in interest of all common stock issued, outstanding and entitled
to vote for the election of directors constitutes a quorum. Shares of Common
Stock represented by executed proxies received by the Company will be counted
for purposes of establishing a quorum at the Meeting, regardless of how or
whether such shares are voted on any specific proposal. Shares that abstain from
voting as to a particular matter, and shares held by nominee record holders who
did not receive specific instructions from the beneficial owners of such shares
and thus are not voted with respect to a particular matter, will not be counted
as shares voting on such matter. Accordingly, abstentions and nominee non-votes
will have no effect on the voting on the proposal to elect Directors as
described in this Proxy Statement.
ITEM NO. 1
ELECTION OF DIRECTORS
The Articles of Organization and By-Laws of PerkinElmer provide that the
stockholders or the Board of Directors shall fix the number of Directors at not
fewer than three nor more than thirteen. At the Annual Meeting held on April 27,
1999, the stockholders fixed the number of directors at ten (10). The Articles
of Organization and By-Laws provide that at each Annual Meeting of Stockholders,
the successors of the Directors whose terms expire in that year shall be elected
for a one-year term. There are currently ten Directors of the Company, all of
whose terms expire at this year's Annual Meeting.
The Board of Directors has nominated the following persons for election as
Directors for one-year terms expiring at the Annual Meeting in 2001. All of
these nominees are currently Directors of the Company.
<TABLE>
<S> <C>
TAMARA J. ERICKSON MICHAEL C. RUETTGERS
KENT F. HANSEN GABRIEL SCHMERGEL
JOHN F. KEANE GREGORY L. SUMME
NICHOLAS A. LOPARDO JOHN LARKIN THOMPSON
GRETA E. MARSHALL G. ROBERT TOD
</TABLE>
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR"
ELECTING THE TEN NOMINEES NAMED ABOVE
FOR TERMS OF ONE YEAR EACH.
It is intended that the shares represented by proxies will be voted for the
election of the ten nominees (unless one or more of the nominees is unwilling or
unable to serve) for terms of one year each, unless a contrary instruction is
indicated on the proxy cards. The Board of Directors knows of no reason why any
nominee should be unable or unwilling to serve, but if such should be the case,
the persons named as proxies on the proxy cards may vote for the election of a
substitute. In no event will shares represented by proxies be voted for more
than ten nominees. To apprise you of the qualifications of the Directors, we are
including information concerning the nominees.
NOMINEES FOR DIRECTOR FOR A ONE-YEAR TERM EXPIRING IN 2001
TAMARA J. ERICKSON: Age 45; Principal Occupation: Management consultant
specializing in corporate strategy and technology management. President,
Consulting for The Concours Group. Member of the Board of Directors of
PerkinElmer since 1995. Member of the Audit Committee, Corporate Governance
Committee and the Compensation and Stock Option Committee of the Board of
Directors.
Ms. Erickson is the co-author of the book, Third Generation R&D: Managing
the Link to Corporate Strategy, published in 1991. She joined The Concours Group
in November 1998. Prior to joining The Concours Group, Ms. Erickson worked as an
independent consultant specializing in corporate strategy and technology
management. She served as head of U.S. consulting for P.A. Consulting Group, a
management and technology consulting company, from 1996 to 1997. From 1995 to
1996, Ms. Erickson was a Senior Vice President of Arthur D. Little, Inc., a
consulting company with which she had been associated since 1978.
2
<PAGE> 5
From 1991 to 1995, Ms. Erickson served as a Managing Director the firm's
management consulting business in North America, including strategy and
organization, information systems, and operations management consulting
services. Ms. Erickson holds a Bachelor of Arts degree in Biological Sciences
from the University of Chicago and a Master of Business Administration degree
from Harvard Business School.
KENT F. HANSEN: Age 68; Principal Occupation: Professor of Nuclear
Engineering at the Massachusetts Institute of Technology, Cambridge,
Massachusetts. Director of PerkinElmer since 1979. Chairman of the Corporate
Governance Committee and a Member of the Audit Committee, Executive Committee
and Nominating Committee of the Board of Directors.
Kent F. Hansen, a Professor of Nuclear Engineering at the Massachusetts
Institute of Technology, first joined the M.I.T. faculty as an Assistant
Professor in 1961. He is a former research scholar of M.I.T., from which he
graduated in 1953 with a degree in physics. Dr. Hansen also received his Sc.D.
degree in nuclear engineering from that institution. An authority in the field
of nuclear reactor physics, reactor safety analysis, and nuclear fuel
management, Dr. Hansen is the author of many scientific and technical
publications and the co-author of a book entitled "Numerical Methods of Reactor
Analysis." A former director of the American Nuclear Society, Dr. Hansen has
served as consultant to several electric utilities and nuclear reactor
manufacturers, the Department of Energy, and the Nuclear Regulatory Commission.
Dr. Hansen was appointed by President Carter in 1977 to serve as a commissioner
of the Nuclear Regulatory Commission. In 1978, Dr. Hansen received the American
Nuclear Society's Arthur Holly Compton Award for outstanding contributions to
education in the fields of nuclear science and engineering. Dr. Hansen was
Chairman of the Board of Directors of Stone & Webster, Inc. from August 1995 to
May 1997. He is currently Lead Director of Stone & Webster, Inc. He is also a
Member of the National Academy of Engineering.
JOHN F. KEANE: Age 68; Principal Occupation: Founder and Chairman of the
Board of Directors of Keane, Inc., a publicly-traded corporation based in
Boston, Massachusetts, that designs, develops and maintains computer software
for corporations and hospitals. Member of the Board of Directors of PerkinElmer
since 1997. Member of the Benefit Plans Investment Committee, the Corporate
Governance Committee and Nominating Committee of the Board of Directors.
Mr. Keane founded Keane, Inc. in 1965. Prior to starting the company, Mr.
Keane worked for IBM, and was a marketing and management consultant for Arthur
D. Little. He is a graduate of Harvard University and received his Master of
Business Administration from Harvard Business School. Mr. Keane is an active
member of ITAA (Information Technology Association of America), the national
computer software and services trade association, having previously served as
Chairman of that organization, and is a member of the Mass High Tech Council. He
currently serves as a Trustee of the Massachusetts Software Council, Inc. He is
a member of the Governor's Council on Economic Growth and Technology, the Board
of The Center for Quality of Management, and the Board of Overseers of Beth
Israel Deaconess Medical Center. From 1994 to 1999, Mr. Keane served as Chairman
of the Board of Governors of the New England Aquarium. Mr. Keane is also a
Director of First Wave Technologies based in Atlanta, Georgia.
NICHOLAS A. LOPARDO: Age 53; Principal Occupation: Vice Chairman of State
Street Bank and Trust Company and Chairman and Chief Executive Officer of State
Street Global Advisors, the Bank's investment management group. Member of the
Board of Directors of PerkinElmer since 1996. Chairman of the Audit Committee
and a Member of the Compensation and Stock Option Committee and Nominating
Committee of the Board of Directors.
Mr. Lopardo joined the Asset Management Division of State Street Bank and
Trust Company in January 1987. In September 1990, he was promoted to Executive
Vice President of the Bank and Chief Executive Officer of State Street Global
Advisors with responsibility for that company's investment management
businesses. He is also a member of the Senior Executive Group at State Street
Bank and Trust Company, which is responsible for setting the policy direction of
the Bank. Prior to joining State Street Bank and Trust Company, Mr. Lopardo
served as Senior Vice President of sales, marketing and pension advisory
services with Equitable Life Assurance Society in New York. Mr. Lopardo has over
30 years of experience in the pension industry, having served in a variety of
roles with Equitable related to pension marketing, client relationships, and
pension investment advisory services. He is a 1968 graduate of Susquehanna
University with a Bachelor of Science degree in marketing and management and is
Vice Chairman of the Board of Directors
3
<PAGE> 6
of the University and Chairman of the Investment Property and Finance Committee,
and a member of the Executive Committee of that Board. He is also Chairman of
the Advisory Board of the Weiss School of Business at Susquehanna University and
Chairman of the Board of the Landmark School, the premier secondary school for
dyslexic students. Mr. Lopardo is also a board member of the Boston Stock
Exchange and of the Advisory Board of Whitehead Institute for Biomedical
Research. He is currently on the Wellspring Resources, LLC Board, the Fleet
Center Premium Seating Advisory Board, and American Bankers Association
Investment & Trust Services Advisory Board. He is also a Board member of the
Boston Partners in Education, a Board member of the Hockey Humanitarian
Foundation, an Advisory Board member of the Salvation Army and a Director of
Team Harmony Foundation.
GRETA E. MARSHALL, CFA: Age 62; Principal Occupation: Principal and
founder of The Marshall Plan, a financial investment company. Director of
PerkinElmer since 1990. Chairman of the Benefit Plans Investment Committee and a
Member of the Compensation and Stock Option Committee of the Board of Directors.
Ms. Marshall manages The Marshall Plan, a financial investment company she
founded in 1988, with offices in Concord, Massachusetts and Incline Village,
Nevada. She has over thirty-five years of experience in financial analysis,
research, and investment. From 1974 to 1984, she was Director, Investments,
Deere & Company, Moline, Illinois. She was President of Baybanks Investment
Management in 1984 and 1985 and Investment Manager of the California Public
Employees Retirement System from 1985 to 1988. Ms. Marshall is a member of the
Board of Directors of Hyseq, Inc. Ms. Marshall holds Bachelor of Arts and Master
of Business Administration degrees from the University of Louisville. She is a
Member of the Editorial Board of CFA Digest, a member of the Candidate
Curriculum Committee and a Trustee of the AIMR Investment Management Workshop.
Ms. Marshall is also a Trustee of the Financial Accounting Foundation.
MICHAEL C. RUETTGERS: Age 57; Principal Occupation: Chief Executive
Officer and Director of EMC Corporation, a company based in Hopkinton,
Massachusetts, specializing in information storage and retrieval. Member of the
Board of Directors of PerkinElmer since 1997. Chairman of the Nominating
Committee and a member of the Audit Committee of the Board of Directors.
Mr. Ruettgers became Chief Executive Officer of EMC Corporation in January
1992. From 1989 to 1991 Mr. Ruettgers held the positions of President and Chief
Operating Officer. He joined the company in 1988 as Executive Vice President of
Operations and Customer Service. Before joining EMC Corporation, Mr. Ruettgers
spent 13 years with Raytheon Company, where played a key role in the Patriot
Missile program. In 1981 he joined Boston-based Keane, Inc., a software
development company where he was Senior Vice President. Following his work with
Keane, Inc., Mr. Ruettgers became Chief Operating Officer of Technology
Financial Services where he advised companies such as IBM, AT&T and the regional
Bell operating companies. In May of 1999, Babson College recognized Mr.
Ruettgers for being an "information age visionary" and presented him with the
honorary degree of Doctor of Laws. Mr. Ruettgers holds a Bachelor of Science
degree from Idaho State University and a Master of Business Administration
degree from Harvard Business School. He is also a Director of Commonwealth
Energy Systems.
GABRIEL SCHMERGEL: Age 59; Principal Occupation: Retired Chief Executive
Officer and President of Genetics Institute, Inc. Member of the Board of
Directors of PerkinElmer since 1999. Member of the Audit Committee and Benefit
Plans Investment Committee of the Board of Directors.
Mr. Schmergel received a Bachelor of Science degree in Mechanical
Engineering from Rensselaer Polytechnic Institute in 1962 and served with the
U.S. Army as a Lieutenant from 1963 until 1965. He earned a Master of Business
Administration degree from Harvard Business School in 1967, where he was named a
Baker Scholar.
From 1967 to 1981 Mr. Schmergel worked for Baxter Healthcare Corp. in the
International Division. He held various positions of increasing responsibility,
managing country subsidiaries and eventually all of its international
operations. In 1981 Mr. Schmergel became President and CEO of a start-up
company, Genetics Institute, Inc. Under his leadership, Genetics Institute, Inc.
became a fully integrated biopharmaceutical company with a portfolio of drugs
for hemophilia, anemia, and cancer. At the end of 1996, Genetics Institute, Inc.
was acquired by American Home Products. Mr. Schmergel retired as President and
Chief Executive Officer of Genetics Institute, Inc. in January 1997.
4
<PAGE> 7
In 1988, Mr. Schmergel was recognized with an honorary Doctorate of
Engineering Degree from Worcester Polytechnic Institute, and in 1994 he was
elected to the National Academy of Engineering for his leadership in
biotechnology. From 1992 to 1999 he was a member of the Visiting Committee of
Harvard Business School. He also spent 5 years on the Board of Governors of the
New England Medical Center. Currently, Mr. Schmergel serves on the Board of
Overseers for the Tufts Veterinary School and on the Board of Trustees of the
Boston Ballet. Mr. Schmergel is also Chairman of the Board of Syntonix
Pharmaceuticals, a privately-held development stage biotechnology company.
GREGORY L. SUMME: Age 43; Principal Occupation: Chairman, Chief Executive
Officer and President of PerkinElmer. Member of the Board of Directors of
PerkinElmer since February of 1998. Chairman of the Executive Committee and
Member of the Corporate Governance Committee of the Board of Directors.
Mr. Summe was named Chief Executive Officer of PerkinElmer effective
January 1, 1999 and Chairman effective April 27, 1999. He was appointed
President and Chief Operating Officer of PerkinElmer and elected to the
Company's Board of Directors in February 1998. Prior to joining PerkinElmer, Mr.
Summe held three positions with AlliedSignal, Inc. (now Honeywell
International): President of the Automotive Products Group in 1997, President of
Aerospace Engines (1995 to 1997) and President of General Aviation Avionics
(1993 to 1995). Prior to joining AlliedSignal, he was the general manager of
commercial motors at General Electric (1992 to 1993) and a partner at McKinsey &
Co., Inc. (1983 to 1992). Mr. Summe holds Bachelor of Science and Master of
Science degrees in electrical engineering from the University of Kentucky and
the University of Cincinnati, and a Master of Business Administration degree
from the Wharton School at the University of Pennsylvania.
JOHN LARKIN THOMPSON: Age 69; Principal Occupation: Of Counsel to Nutter,
McClennen & Fish LLP, a Boston, Massachusetts law firm. Director of PerkinElmer
since 1986. Member of the Benefit Plans Investment Committee and the Corporate
Governance Committee of the Board of Directors.
Mr. Thompson served as President and Chief Executive Officer of Blue Cross
& Blue Shield of Massachusetts, Inc. from 1988 until his retirement in 1992. He
served as President of Blue Shield of Massachusetts, Inc. and Blue Cross of
Massachusetts, Inc. from 1970 and 1987, respectively, until December 30, 1988
when those two companies merged. Prior to his service with Blue Cross and Blue
Shield, Mr. Thompson was an associate and then partner with the Boston law firm
of Palmer & Dodge. He holds a Bachelor of Science degree from Villanova
University, a Master of Science degree from Columbia University Graduate School
of Business, and a Juris Doctor (cum laude) from Boston University School of Law
and is a Member of the Massachusetts and Boston Bar Associations. Mr. Thompson
retired from the United States Naval Reserve in 1976 as a Commander. He is a
Trustee and former Chairman of the New England Aquarium, Director, Boston
Private Bank & Trust Company, Director and former Chairman of the Artery
Business Committee, and Trustee of Emmanuel College. He also served as Chairman
of the United Way of Massachusetts Bay and Chairman of the Massachusetts Port
Authority. He currently serves as a Director of several other civic and
charitable organizations.
G. ROBERT TOD: Age 60; Principal Occupation: Retired Vice Chairman,
President and Chief Operating Officer and Director of the CML Group, Inc., a
specialty marketing company. Director of PerkinElmer since 1984. Lead Director,
Chairman of the Compensation and Stock Option Committee and member of the
Executive Committee and Nominating Committee of the Board of Directors.
Mr. Tod received a Bachelor of Science degree in Mechanical Engineering
from Rensselaer Polytechnic Institute in 1961 and also holds a Master of
Business Administration degree from Harvard Business School. Mr. Tod is
co-founder of the CML Group, Inc. and served as its Vice Chairman, President and
Chief Operating Officer from 1969 to his retirement in June 1998. CML Group,
Inc. declared bankruptcy on December 18, 1998. Mr. Tod is currently a Director
of SCI Systems, Inc., non-executive Chairman of Allagash Brewing Co., and
Trustee of Rensselaer Polytechnic Institute. Mr. Tod is a former Director of US
Trust, Walden Bancorp and Domain Inc. He also previously served as a Trustee of
Emerson Hospital, the Middlesex School, the Fenn School and as a Vice President
of the Alumni Executive Council of the Harvard Business School.
5
<PAGE> 8
INFORMATION RELATIVE TO THE BOARD OF DIRECTORS
AND CERTAIN OF ITS COMMITTEES
A formal Audit Committee of the Board of Directors was created in 1971. The
current Committee, which met seven times in 1999, is composed of five
Directors -- Messrs. Lopardo (Chair), Hansen, Ruettgers and Schmergel and Ms.
Erickson.
The responsibilities of the Audit Committee are to (1) recommend the
particular persons or firm to be employed by the Company as its independent
auditor; (2) consult with the persons so chosen to be the independent auditor
with regard to the plan of audit; (3) review, in consultation with the
independent auditor, its report of audit or proposed report of audit, and the
accompanying management letter, if any; and (4) consult periodically with the
independent auditor with regard to the adequacy of internal controls and, if the
Committee so chooses, to consult with the Chief Financial Officer and the Vice
President, Control and Treasury and other officers and employees as the
Committee may deem appropriate.
The Compensation and Stock Option Committee of the Board of Directors,
which met four times in 1999, is composed of four Directors -- Messrs. Tod
(Chair) and Lopardo and Ms. Marshall and Ms. Erickson. The Committee reviews and
approves the salaries and incentive compensation of the Chairman of the Board,
the Chief Executive Officer, the President, and the Senior Vice Presidents. The
Committee also reviews and approves the management incentive plans of the
Company and its subsidiaries, administers the stock option plans adopted by the
Company, and reviews and approves such other employment and compensation matters
as it deems necessary and proper.
The Corporate Governance Committee of the Board of Directors, which met
three times in 1999, is composed of five Directors -- Messrs. Hansen (Chair),
Keane, Summe and Thompson and Ms. Erickson. The Committee examines and defines
the Board of Directors' role in corporate governance, formulates policy to
address shareholder concerns, and formulates guidance, for management action, to
deal with evolving social issues, both internal and external to the
organization.
A Nominating Committee of the Board of Directors was created in 1991. The
current Committee, which met two times in 1999, is composed of five
Directors -- Messrs. Ruettgers (Chair), Hansen, Keane, Lopardo and Tod. The
Committee establishes criteria for nomination or renomination of persons to
serve as Directors, develops procedures for the nomination or renomination
process, and identifies and recommends candidates for nomination to the Board of
Directors. Any stockholder desiring to submit a candidate for consideration by
the Nominating Committee should send sufficient biographical data and background
information concerning the candidate to enable a proper judgment as to the
candidate's qualifications, together with any other relevant information, to:
Chairman of the Nominating Committee, c/o PerkinElmer, Inc., 45 William Street,
Wellesley, MA 02481.
A Benefit Plans Investment Committee of the Board of Directors was created
in October 1991. The present Committee, which met once in 1999, is composed of
four Directors -- Ms. Marshall (Chair) and Messrs. Keane, Schmergel and
Thompson. The Committee reviews the investment of funds held in the Company's
employee benefit plans.
The Board of Directors also has an Executive Committee, which did not meet
in 1999, and is composed of three Directors -- Messrs. Summe (Chair), Hansen and
Tod. The Committee, which acts as needed during intervals between Board
meetings, has been delegated all the powers of the Board except those powers
which by law, the Articles of Organization or the By-Laws of the Company, the
Board of Directors is prohibited from delegating.
With the exception of the Executive Committee and the Corporate Governance
Committee, all Committees of the Board of Directors are comprised of
non-employee Directors.
6
<PAGE> 9
MEETINGS
The Board of Directors met nine times in 1999. All Directors attended at
least 75 percent of the aggregate number of meetings of the Board of Directors
and the committees of the Board on which they respectively served.
DIRECTOR COMPENSATION
Directors who are employees of the Company receive no additional
compensation for their services as Directors. Directors who are not employees of
the Company are paid an annual retainer fee of $12,000, plus $1,000 for each
meeting of the Board they attend. Additionally, the Chairs of the Audit,
Compensation and Stock Option, Corporate Governance, Nominating, and Benefit
Plans Investment Committees receive $4,000 per year and the other non-employee
members of these Committees receive $3,000 per year. In addition, all
non-employee members of these Committees receive $1,000 for each Committee
meeting they attend unless the Committee meeting is held on the same day as a
Board of Directors' meeting, in which case the Committee member receives $500.
Each year the non-employee Directors receive 800 shares of Common Stock
(with a pro-rated number of shares issued to Directors who served for only a
portion of the year). Shares are issued in January of each year to all Directors
serving at that time. In addition, the Board approved in 1999 an annual stock
option grant to non-employee Directors valued at $24,000 using the Black-Scholes
valuation Model. The Lead Director (Mr. Tod) also receives an additional stock
option grant valued at $16,000. Options vest in three equal installments over a
3-year period and have a 7-year exercise term.
The Board also voted in 1999 to permit participation by Directors to
participate in the Company's 1998 Deferred Compensation Program. Directors may
defer compensation in the form of fees and grants of common stock.
During 1999, the Board voted to end the PerkinElmer Directors Charitable
Contribution Program for new members of the Board. Under this program the
Company contributed upon death of an eligible Director a total of $1,000,000 to
one or more qualifying charitable organizations named by the Director. The
program was funded through a life insurance policy on each eligible Director
with the life insurance proceeds payable to PerkinElmer. All active Directors
were given the option to remain in the program or to exchange their
participation in the program for a one-time grant of options to purchase 10,000
shares of common stock. These options were granted with the same vesting
schedule as the vesting under the Directors Charitable Program (completion of
five years of service on the Board), and have a 10-year exercise term. All
Directors with the exception of Mr. Thompson elected to exchange participation
in the Charitable Contribution Program for the option grant.
The Board also voted in 1999 to establish stock ownership guidelines for
Directors. Directors will be required to own PerkinElmer stock in the amount of
five times the annual Directors retainer fee. The Stock Ownership requirement is
expected to be met within two years of the Director's appointment to the Board.
7
<PAGE> 10
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table identifies the only persons known to the Company to be
beneficial owners of five percent or more of the outstanding shares of Common
Stock. The information in this table and the footnotes is taken from a Schedule
13G dated February 11, 2000, filed by The Regents of the University of
California, and a Schedule 13G dated February 14, 2000, filed by FMR Corp., with
the Securities and Exchange Commission.
<TABLE>
<CAPTION>
AMOUNT AND NATURE
OF BENEFICIAL PERCENT
NAME AND ADDRESS OF BENEFICIAL OWNER OWNERSHIP(1) OF CLASS
------------------------------------ ----------------- --------
<S> <C> <C>
The Regents of the University of California............... 3,343,781(2) 7.2%
1111 Broadway
14th Floor
Oakland, CA 94607
FMR Corp. ................................................ 5,537,702(3) 11.99%
82 Devonshire Street
Boston, MA 02109
</TABLE>
- ---------------
NOTES
(1) There are no shares included with respect to which such persons have a right
to acquire beneficial ownership.
(2) The Schedule 13G filed by The Regents of the University of California states
that it has sole voting power and sole dispositive power over 3,343,781
shares.
(3) The Schedule 13G filed by FMR Corp. states that FMR Corp. (i) has sole
dispositive power with respect to 5,537,702 shares of which 4,640,890 shares
are held by various investment companies to which a wholly-owned subsidiary
of FMR Corp., Fidelity Management and Research Company, acts as investment
adviser and 896,812 shares are held by various institutional accounts for
which Fidelity Management Trust Company, a wholly-owned subsidiary of FMR
Corp., serves as investment manager, and (ii) has sole voting power with
respect to 734,812 of the shares held by such institutional account(s).
8
<PAGE> 11
SECURITY OWNERSHIP OF MANAGEMENT
The following table shows the number of shares of Common Stock owned of
record or beneficially (including unexercised stock options exercisable within
60 days) on February 1, 2000, (i) by each of the Directors and nominees for
Director individually, (ii) by each of the executive officers named in the
Summary Compensation Table below, and (iii) by all executive officers,
Directors, and nominees for Director as a group. No Director, nominee for
Director, or executive officer of the Company owned any equity securities of the
Company other than Common Stock on that date.
<TABLE>
<CAPTION>
AMOUNT AND
NATURE OF PERCENT
NAME BENEFICIAL OWNERSHIP(1) OF CLASS
- ---- ----------------------- ----------------
<S> <C> <C>
Gregory L. Summe.......................................... 780,000(2) 1.6%
Angelo D. Castellana...................................... 103,453(2) *
John Engel................................................ 43,791(2) *
Robert Rosenthal.......................................... 76,916(2) *
Robert Friel.............................................. 78,706(2) *
Tamara Erickson........................................... 3,200 *
Kent F. Hansen............................................ 18,000 *
John F. Keane............................................. 3,200 *
Nicholas A. Lopardo....................................... 4,000 *
Greta E. Marshall......................................... 17,800 *
Michael C. Ruettgers...................................... 3,300 *
Gabriel Schmergel......................................... 2,300 *
John Larkin Thompson...................................... 10,800 *
G. Robert Tod............................................. 24,500 *
All executive officers, Directors, and nominees for
Director of the Company as a Group, 19 in number,
including those listed above............................ 1,310,365(2) 2.7%
</TABLE>
- ---------------
* Less than 1%
(1) Owners of all shares have sole voting and investment power except Mr.
Castellana who shares investment and/or voting power over 7,022 shares. The
number of shares stated as being owned beneficially includes shares held
beneficially by spouses, minor children, and certain trusts; the inclusion
of such shares in the Proxy Statement, however, does not constitute an
admission that the executive officers, directors, or nominees for Director
are direct or indirect beneficial owners of such shares.
(2) The amounts shown as beneficially owned by Messrs. Summe, Castellana, Engel,
Rosenthal and Friel and by all executive officers, Directors, and nominees
for Director as a group, include 730,000, 91,800, 33,334, 66,667, 66,667 and
1,095,537 shares, respectively, that are obtainable within 60 days after
February 1, 2000 upon exercise of, and payment of the exercise price of
outstanding, unexercised stock options. The amounts shown as beneficially
owned by Messrs. Summe, Castellana, Engel, Rosenthal and Friel and by all
executive officers, Directors, and nominees for Director as a group, do not
include 50,947, 12,629, 10,000, 25,000, 25,000 and 170,980 shares,
respectively, that are accrued under the PerkinElmer Deferred Compensation
Plan and are payable 100% in PerkinElmer stock at the time of retirement or
termination of employment.
9
<PAGE> 12
BOARD COMPENSATION COMMITTEE REPORT
ON EXECUTIVE COMPENSATION
The Compensation and Stock Option Committee (the "Committee") of the Board
of Directors is composed of four independent outside Directors. The Committee's
report on executive compensation follows.
OVERALL PHILOSOPHY
The Company's overall executive compensation philosophy is based on the
premise that compensation should be aligned with and support the Company's
business strategy and long-term initiatives, enhance shareholder value and be
competitive with that offered by comparable companies. Under the guidance of the
Committee, compensation policies have been designed to link executive
compensation to the attainment of the Company's specific goals. These policies
also allow the Company to attract and retain senior executives critical to the
long-term success of a diverse high technology organization by providing a
competitive compensation package and recognizing and rewarding individual
contributions. The key elements of the Company's executive compensation are base
salary, annual incentive awards, and stock options.
In order to provide the Company with more flexibility with respect to
structuring stock incentive and cash performance award programs for the
management team, in 1999 stockholders approved the PerkinElmer, Inc. 1999
Incentive Plan. This plan replaces the Company's 1992 PerkinElmer Stock Option
Plan and, accordingly, no further grants will be made under the 1992 Plan.
BASE SALARY
Each year, the Committee reviews and establishes the base salary of the
Chief Executive Officer based on the Company's performance, as measured by a
combination of factors consisting principally of sales, earnings per share
growth, return on equity, cash flow, return on capital, and net operating profit
after tax (NOPAT). The Committee also takes into account a comparison to
executive compensation in other companies as revealed by executive compensation
surveys referred to below. The Committee also reviews, approves or modifies, as
deemed appropriate by the Committee, a salary plan recommended by the Chief
Executive Officer and the Senior Vice President of Human Resources for the
corporate officer positions. This plan, developed by the Human Resources staff,
is based on the performance of each such officer while taking into consideration
the Company's performance as measured by the factors described above.
The Company uses a nationwide Executive Compensation Survey to provide
general overall compensation guidance. The survey shows market competitive
information for the total compensation for selected officer positions for
companies comparable in revenue size to PerkinElmer and in similar high
technology sectors. Generally, the compensation levels of PerkinElmer officers
are comparable with those holding similar positions within the companies
included in the above-mentioned survey.
In accordance with the Company's policy to pay competitive salaries, the
base salaries of most officers were increased in 1999. Mr. Summe's salary was
increased in February 1999 from $475,000 a year to $625,000 a year recognizing
his promotion from the position of Chief Operating Officer to Chief Executive
Officer.
INCENTIVE COMPENSATION
In 1999 PerkinElmer revised its annual incentive plan to provide more
flexibility to focus on specific performance elements to drive improved
profitability and operating performance in the business units. The revised plan,
called the Performance Incentive Plan (PIP), provides incentive compensation to
certain key employees. Mr. Summe and the other executive officers named in the
Summary Compensation Table are participants in the PIP. Although the PIP is the
primary source of incentives for officers, the Committee may award additional
incentives to selected officers outside of the PIP in circumstances in which the
Committee determines that an additional incentive established on a different
basis is appropriate.
In 1999 the PIP measured Mr. Summe and other senior staff officers (e.g.
Finance, Human Resources, Legal) on the basis of growth in earnings per share
(EPS) and Economic Value Added (EVA(R)). Officers and
10
<PAGE> 13
other key employees in the strategic business units (SBU's) were measured on SBU
net operating profit after tax (NOPAT) and EVA(R).
For purposes of the PIP, stockholder value is created when the Company
earns a return in excess of the cost of the capital employed. PerkinElmer
calculates its EVA(R) by taking NOPAT and subtracting a capital charge. The
capital charge is the result of the capital employed by the Company multiplied
by the Company's weighted average cost of capital.
Each PIP participant is assigned a target incentive, expressed as a
percentage of base salary ranging between 10% and 80%. The target percentage
represents the amount of the incentive award if PIP performance targets are met.
The PIP targets are generally based on the performance of the participant's SBU
or Strategic Business Enterprise (SBE). Performance targets for certain officers
and other corporate participants are based on consolidated performance. For
SBU/SBE managers and participants, performance targets are based on SBU/SBE
consolidated performance. The actual incentive award is determined by
multiplying the target incentive by a formula performance factor based upon
actual PIP performance compared to the target performance.
In 1999, Mr. Summe's target bonus was 80% of base salary. His target PIP
was based on consolidated performance. For 1999, the actual EPS and EVA(R)
showed significant improvement over 1998. As a result, he received a PIP award
of $1,000,000, which represents 200% of his target incentive. In addition, the
Board awarded Mr. Summe an additional bonus of $250,000 for his exceptional
performance in reshaping the PerkinElmer portfolio to include a higher mix of
technology oriented businesses, significantly improving the operating
performance and efficiency of the business units, and improving the depth and
quality of leadership in the company.
STOCK OPTIONS
Many studies indicate a correlation between employee stock ownership and
Company performance. Under the Company's Stock Option Plans, the Committee
grants stock options to the Company's senior executives following established
guidelines. These guidelines are based primarily on competitive industrial
practice as revealed by a long-term executive compensation survey covering a
large number of public companies in a variety of industries in which the Company
participates. The survey data show that the normal stock option award is a
multiple of base salary. The Committee uses the Black-Scholes option pricing
method as the basis for determining the value of option grants. This method
takes into consideration a number of factors including the stock's volatility,
dividend rate, option term, and interest rates to estimate the option's present
value.
Mr. Summe was granted a multi-year option grant on 450,000 shares in
January 1999. This grant was subject to a six-year cliff vesting schedule, with
a special provision for accelerated vesting based on meeting or exceeding
significant performance goals. The accelerated vesting goals established for the
grant were three consecutive years of 15% growth in EPS over 1998 or 50% growth
in EPS over 1998 in two years or less (adjusting for the impact of acquisitions
and divestitures). These goals were exceeded in 1999, and the options were
vested. In addition, Mr. Summe was provided with an interest free loan to
purchase 25,000 shares of common stock. The loan was structured with a
forgiveness feature whereby the loan was to be forgiven on the same basis as the
vesting of the multi-year option grant (three consecutive years of 15% growth in
EPS over 1998 or 50% growth in EPS over 1998 in two years or less). These goals
were exceeded in 1999 and the loan was forgiven.
11
<PAGE> 14
STOCK OWNERSHIP PROGRAM BY OFFICERS AND SBE MANAGERS
The Committee has determined that in order to further align management and
shareholder interests, PerkinElmer stock ownership by PerkinElmer officers and
SBE managers should be significant relative to each officer's and SBE manager's
base salary. The market value of PerkinElmer stock expected to be owned by the
Company's officers and general managers is as follows:
<TABLE>
<S> <C>
CEO..................................................... 2 times base salary
President and COO....................................... 1 1/2 times base
salary
Senior Vice Presidents.................................. 1 1/2 times base
salary
Other Officers.......................................... 1 times base salary
SBE Managers............................................ 1/2 times base
salary
</TABLE>
Officers and SBE managers are expected to attain these ownership levels
four years after their election or appointment to the specified officer or SBE
manager position.
SECTION 162(M)
Section 162(m) of the Internal Revenue Code generally limits the
deductibility of public companies of annual compensation for certain officers to
$1 million. Qualifying performance-based compensation will not be subject to the
deduction limit if certain requirements are met. It is the general intention of
the Committee to assure, where appropriate, that officer compensation will meet
the Section 162(m) requirements for deductibility. However, the Committee
reserves the right to use its judgment to authorize compensation payments, which
may be in excess of the limit when the Committee believes such payment is
appropriate, after taking into consideration changing business conditions, or
the officer's performance, and is in the best interest of the stockholders. The
Committee will review its policy concerning Section 162(m) on a year-by-year
basis.
Compensation and Stock Option Committee
G. Robert Tod (Chairman)
Tamara J. Erickson
Nicholas A. Lopardo
Greta E. Marshall
12
<PAGE> 15
STOCK PERFORMANCE GRAPHS
Set forth below and on the next page are two line graphs comparing the
cumulative total shareholder return on the Company's Common Stock against the
cumulative total return of the S&P Composite-500 Stock Index and the S&P
Technology-500 Index (name changed from S&P High Technology Composite Index) for
(i) the period from January 2, 1995 to February 29, 2000, including the five
fiscal years commencing January 2, 1995 and ended January 2, 2000, and (ii) the
period from December 28, 1997 to February 29, 2000, including the two fiscal
years commencing December 28, 1997 and ended January 2, 2000. Both graphs also
include total shareholder return information for the first two months of 2000 to
provide more current information. The second line graph roughly coincides with
the period beginning in February 1998 when Mr. Summe joined the Company.
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN* AND CUMULATIVE TOTAL
RETURN SINCE DECEMBER 28, 1997*
PERKINELMER, INC. COMMON STOCK, S&P COMPOSITE-500 AND
S&P TECHNOLOGY-500 INDICES
TOTAL RETURN TO SHAREHOLDERS
REINVESTED DIVIDENDS
[FIVE YEAR INDEXED RETURNS CHART]
<TABLE>
<CAPTION>
PERKINELMER INC. S&P 500(R) S&P(R) TECHNOLOGY INDEX
---------------- ---------- -----------------------
<S> <C> <C> <C>
1-Jan-95 100.00 100.00 100.00
31-Dec-95 178.00 138.00 144.00
29-Dec-96 157.00 173.00 210.00
28-Dec-97 155.00 218.00 247.00
3-Jan-99 220.00 290.00 445.00
2-Jan-00 336.00 351.00 781.00
29-Feb-00 523.00 327.00 817.00
</TABLE>
13
<PAGE> 16
[TWO YEAR INDEXED RETURNS CHART]
<TABLE>
<CAPTION>
PERKINELMER INC. S&P 500(R) S&P(R) TECHNOLOGY INDEX
---------------- ---------- -----------------------
<S> <C> <C> <C>
28-Dec-97 100.00 100.00 100.00
3-Jan-99 142.00 133.00 180.00
2-Jan-00 216.00 161.00 316.00
29-Feb-00 336.00 150.00 331.00
</TABLE>
- ---------------
* Assumes that the value of the investment in PerkinElmer, Inc. Common Stock and
each index was $100 on January 2, 1995, for the five year stock performance
graph, and $100 on December 28, 1997, for the stock performance graph since
December 28, 1997, and that all dividends were reinvested.
14
<PAGE> 17
The following table sets forth information concerning the annual and
long-term compensation for services to the Company for the 1997, 1998, and 1999
fiscal years, of (i) the Company's chief executive officer during 1999, and (ii)
the other four most highly compensated executive officers of the Company for
1999 all of whom were serving as executive officers as of January 2, 2000.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG-TERM COMPENSATION
-------------------------------------------- ----------------------------------------------------
AWARDS
------------------------ PAYOUTS
OTHER RESTRICTED SECURITIES -------
ANNUAL STOCK UNDERLYING LTIP ALL OTHER
SALARY BONUS COMPENSATION(2) AWARD(S)(3) OPTIONS PAYOUTS COMPENSATION(5)
NAME AND PRINCIPAL POSITION YEAR ($) ($)(1) ($) ($) (#)(4) ($) ($)
- --------------------------- ---- ------- --------- --------------- ----------- ---------- ------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Gregory L. Summe............ 1999 607,681 1,250,000 135,849 681,225 450,000 709,856
Chairman of the Board 1998 420,187 361,000 103,948 1,069,905 400,000 1,119,022
(commencing 4/27/99) and
Chief Executive Officer
Robert F. Friel............. 1999 278,645 350,000 710,725 200,000 607,194
Senior Vice President &
Chief Financial Officer
John J. Engel............... 1999 190,386 284,000 277,490 100,000 351,739
President Optoelectronics
SBU
Robert Rosenthal............ 1999 224,991 237,000 670,225 200,000 250,000
President Instruments SBU
Angelo D. Castellana........ 1999 330,291 256,000 272,490 60,000 9,791
Senior Vice President 1998 315,578 268,000 0 73,604
1997 234,623 76,049 75,000 10,588
</TABLE>
- ---------------
NOTES
(1) This represents the amount of the declared awards under the Company's PIP.
Mr. Summe's bonus includes two components. A $1,000,000 award was granted
under the PIP and an additional $250,000 performance bonus was granted for
exceptional performance as outlined in the Compensation Committee Report.
(2) With the exception of Mr. Summe, perquisites and other personal benefits did
not in the aggregate exceed the lesser of $50,000 or 10 percent of the total
of annual salary and bonus reported in this table for any named executive
officer. Perquisites for Mr. Summe include $110,849 representing the value
of mortgage interest differential payments provided to Mr. Summe for his
relocation to a higher cost housing region. These payments will be
discontinued during 2000 and have been grossed-up for tax purposes. Mr.
Summe is also provided with a car allowance of $25,000 annually.
(3) Restricted Stock was granted as part of the Corporate Officer's Long Term
Incentive Program. This program is intended to motivate Corporate Officers
to meet aggressive performance targets. The restricted stock vested on the
seventh anniversary of issuance, and vesting would accelerate on meeting or
exceeding the performance targets of three consecutive years of 15% growth
in Earnings Per Share (EPS) or 50% growth in EPS in two years or less
(adjusted for significant acquisitions and divestitures). The Company met
these targets and the restricted stock vested on January 3, 2000.
(4) Mr. Summe received a multi-year stock option grant covering the years 1999
through 2001. These options, at the time of issue, vested on the sixth
anniversary of issuance, and vesting accelerated based on the Company's
meeting the performance targets outlined in footnote 3 (above). The Company
met these targets and the options granted to Mr. Summe vested on January 3,
2000. With regard to Messrs. Friel, Engel and Rosenthal, these option grants
were necessary to recruit these executives. These options, and the
transition payments described in footnote 5 below, offset the value of
unvested stock options and loss of bonus and other incentive opportunities
and benefit plans as a result of leaving their previous employer.
(5) This column includes the actuarial benefit to the named executive officer of
the split-dollar life insurance policy established in 1991 and the Company's
contribution to the PerkinElmer, Inc. Savings Plan. The actuarial benefit in
1999 of the split-dollar life insurance to Messrs. Summe, Friel, Engel,
Rosenthal, and
15
<PAGE> 18
Castellana is $0, $0, $0, $0, and $4,511 respectively. The Company
contributes $162 (per year) toward the first $500,000 of coverage under the
term life portion of the split-dollar life insurance policy for each of the
named executives. The named executive officer contributes an amount each
year to the split-dollar life insurance policy equal to the cost of the term
life insurance under the policy. The balance of the premium is paid by the
Company. The Company has the right to recover the amount it paid at the
death of the executive officer. The amount reported in the column for 1999
for Messrs. Summe, Friel, Engel, and Castellana includes $5,280 as the
Company's contribution to the PerkinElmer, Inc. Savings Plan for each of the
aforementioned executives. In the case of Messrs. Friel, Engel, and
Rosenthal this column also includes transition payments of $500,000,
$250,000, and $250,000 respectively, paid by the Company. These transition
payments were necessary to recruit these executives. These payments,
together with the option grants described in footnote 4 above, offset the
value of unvested stock options and loss of bonus and other incentive
opportunities and benefit plans as a result of leaving their previous
employer. This column includes relocation expenses paid to Messrs. Friel and
Engel of $101,914 and $96,459, respectively. In addition, this column
includes a performance-based loan of $659,500 provided to Mr. Summe to
purchase PerkinElmer stock. The loan carried a provision that allowed for
full forgiveness based on the Company achieving the aggressive performance
targets noted in footnote 3 (above). The Company met those targets in 1999
and the loan was forgiven as of January 3, 2000. The forgone interest
(including gross up) totaling $45,076 is also represented in this column.
PENSION PLANS
EMPLOYEES RETIREMENT PLAN
The Company and its subsidiaries maintain several retirement plans for the
benefit of their employees, including officers. All executive officers,
including the CEO and the four highest compensated executive officers,
participate in the PerkinElmer, Inc. Employees Retirement Plan (the "Retirement
Plan"), the principal features of which are as follows.
Subject to maximum benefit limitations prescribed by law, a participant
will be entitled to receive an annual payment equal to the sum of 0.85 percent
of the participant's Final Average Earnings (the average of the employee's base
salary for the five consecutive highest-salaried years out of the last ten years
of credited service with the Company) multiplied by the number of years of
credited service with the Company plus 0.75 percent of the excess of such
earnings over the Social Security Tax Base multiplied by the number of years of
credited service (not in excess of 35) with the Company. In no event will the
accrued benefit payable at normal retirement date be less than the frozen
accrued benefit as of December 31, 1993 determined in accordance with terms of
the Plan at that time. The maximum benefit payable from the Retirement Plan for
1999 is $130,000.
Effective January 1, 1997, the Retirement Plan was amended to provide an
additional benefit for certain participants. The benefit is 1.6% of Final
Average Earnings multiplied by the years of credited with the Company times a
ratio equal to a service credit divided by twenty-five (25) times a ratio equal
to the number of years of service with the Company since January 1, 1994 divided
by the projected number of years of service with the Company from January 1,
1994 to the employee's normal retirement date. Mr. Castellana is the only named
officer that participates in this benefit.
All employees of the Company who participate in the Retirement Plan are
required to either complete five years of service or reach their normal
retirement date, whichever is first to occur, before they have a vested interest
in the Retirement Plan.
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
In addition to the basic benefit plan described above, the Company has
created the PerkinElmer, Inc. Supplemental Executive Retirement Plan (the
"Supplemental Plan"), which provides additional benefits for executive officers.
Officers at the Vice President level and above, the General Counsel, the
Corporate Controller, and others designated by the Board of Directors are
eligible to receive benefits under the
16
<PAGE> 19
Supplemental Plan when they have reached 55 years of age and completed five
years of service. In the event of a change of control as defined in the
Supplemental Plan, however, participants in the Supplemental Plan are eligible
to receive benefits regardless of age or years of service. If a participant dies
prior to attaining age 55, but after the completion of five years of service,
the participant's eligible spouse is entitled to receive a benefit in the form
of 50 percent of the benefit the participant would have received upon attaining
age 55 commencing on the date the participant would have attained age 55.
During 1999, the Company recognized $1,815,276 as an expense and $1,037,278
as income for the Supplemental Plan and made payments to retired officers and
beneficiaries in the amount of $1,294,239. While the Company is not required to
fund the Supplemental Plan, effective April 6, 1989, the PerkinElmer, Inc.
Non-Qualified Benefit Trust Agreement (the "Trust") was established by and
between the Company and Mellon Bank, NA. As of December 31, 1999, the Trust had
a balance of $9,800,831. The purpose of the Trust is to provide greater
assurance of the receipt of Supplemental Plan benefits. Amounts held in the
Trust are subject to the claims of the Company's general creditors in the event
of the Company's insolvency or bankruptcy.
The Supplemental Plan is administered by the Compensation and Stock Option
Committee of the Board of Directors. The Board of Directors may amend or
terminate the Supplemental Plan at any time; however, such amendment or
termination shall not reduce or eliminate the benefit payments currently being
made or the accrued plan benefit of any participant.
The Supplemental Plan provides an annual benefit payable at retirement
equal to:
(a) 0.85 percent of average total compensation (as defined below) for
each year of credited service, plus 0.75 percent of average total
compensation in excess of the Social Security Tax Base for each year of
credited service limited to 35 years, less (b),
(b) 100 percent of the participant's benefit accrued at date of
termination and payable at normal retirement age under any Company-funded
retirement plan, plus (c),
(c) The reduction, if any, to the early retirement benefit payable
from any Company-funded retirement plan due to the limitations as set forth
in Section 415(b) of the Internal Revenue Code of 1986.
The benefit payable under the Supplemental Plan, however, shall in no event
be less than (c) above.
No actuarial adjustment is made as a result of retirement before or after
age 65. Average total compensation is the average of a participant's total cash
compensation for the highest-compensated consecutive five years of credited
service out of his last ten years of credited service prior to age 65 (or his
age at earlier termination of employment).
Mr. Castellana has reached the minimum age of eligibility for retirement
under the Supplemental Plan. In combination with the amounts payable under the
Retirement Plan, Mr. Castellana would receive $270,920 per year, assuming he
retired on the last day of 1999 and received benefits as a single life annuity.
17
<PAGE> 20
PENSION PLAN TABLE(1)(2)
ANNUAL ESTIMATED BENEFITS PROVIDED BY
THE COMBINED PERKINELMER, INC. EMPLOYEES RETIREMENT PLAN AND
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
<TABLE>
<CAPTION>
FINAL YEARS OF SERVICE
AVERAGE -----------------------------------------------
EARNINGS 15 20 25 30 35
- -------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
$1,000,000 236,281 315,041 393,801 472,562 551,322
900,000 212,281 283,041 353,801 424,562 495,322
800,000 188,281 251,041 313,801 376,562 439,322
700,000 164,281 219,041 273,801 328,562 383,322
600,000 140,281 187,041 233,801 280,562 327,322
500,000 116,281 155,041 193,801 232,562 271,322
450,000 104,281 139,041 173,801 208,562 243,322
400,000 92,281 123,041 153,801 184,562 215,322
350,000 80,281 107,041 133,801 160,562 187,322
300,000 68,281 91,041 113,801 136,562 159,322
250,000 56,281 75,041 93,801 112,562 131,322
225,000 50,281 67,041 83,801 100,562 117,322
200,000 44,281 59,041 73,801 88,562 103,322
175,000 38,281 51,041 63,801 76,562 89,322
150,000 32,281 43,041 53,801 64,562 75,322
125,000 26,281 35,041 43,801 52,562 61,322
100,000 20,281 27,041 33,801 40,562 47,322
</TABLE>
- ---------------
NOTES
(1) For the purpose of calculating the amounts shown in the above table, it is
assumed that the participants in the specified ranges retired on December
31, 1999, and at age 65, and that all payments were made on a straight life
annuity basis. These payments are not subject to any deduction for Social
Security benefits.
(2) Messrs. Summe, Friel, Castellana, Rosenthal, and Engel have respectively 2,
1, 34, 1 and 1 years of credited service under the Retirement Plan; and
Supplemental Plan as of January 1, 2000. Compensation covered under the
Retirement Plan is limited to $160,000 for 1999. Compensation covered under
the Supplemental Plan includes the salary and Bonus (set forth in footnote
(1)) shown in the Summary Compensation Table.
EMPLOYMENT AND OTHER AGREEMENTS
Compensation in the form of salary to Mr. Summe is paid pursuant to a
three-year employment agreement with the Company dated January 8, 1998, and
amended November 5, 1999, automatically renewable for successive three-year
intervals, which provided for a minimum annual payment in 1999 of $625,000.
Compensation in the form of salary to Messrs. Castellana, Engel, Friel and
Rosenthal are paid pursuant to one-year employment agreements with the Company
dated November 10, 1999, December 1, 1999, November 18, 1999 and July 23, 1999,
respectively, automatically renewable for successive 1-year intervals, which
provided for minimum annual payments in 1999 of $350,000, $275,000, $315,000 and
$300,000, respectively.
All the employment agreements with the named executive officers contain
provisions that provide that in the event of a change in control of the Company,
the employment term shall be extended for a period of three (3) years from the
date of the change in control. Following a change in control, if the executive
is terminated without "cause" or resigns for "good reason" (each as defined in
the agreement), the executive is entitled to receive a severance payment
equivalent to three (3) years of base salary plus bonuses and continuation of
18
<PAGE> 21
certain benefits for three (3) years from the date of termination. In addition,
the executive is entitled to receive a "gross-up payment" (as defined in the
agreement) for the excise tax plus any additional excise tax and income tax
occasioned by the gross-up payment itself.
Generally, a change in control will be deemed to have occurred in any of
the following circumstances:
(1) acquires 20% or more of the outstanding voting stock of the
Company by any person or entity;
(2) the "Continuing Directors" (as defined in the agreement) do not
constitute a majority of the board;
(3) the stockholders of the Company approve a business combination in
which the voting securities of the Company outstanding immediately prior
thereto would represent 50% or less of the voting securities of the
surviving entity; or
(4) a plan for the complete liquidation or an agreement for the sale
or disposition of all or substantially all of the assets of the Company is
approved by the stockholders of the Company.
All of the employment agreements with the named executive officers, with
the exception of that with Mr. Summe, provide that upon termination initiated by
the Company without cause, apart from a change in control, the executive would
be entitled to continuation of his or her salary, bonus, and employee benefits
for one (1) year from the date of termination. The employment agreement of Mr.
Summe provides that he would be entitled to the continuation of his salary,
bonus, and employee benefits for three (3) years from the date of termination.
OPTION GRANTS
The following table sets forth information on grants made in 1999 of stock
options to the officers identified in the Summary Compensation Table. No stock
appreciation rights were granted during the last fiscal year.
OPTION GRANTS TABLE
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS GRANT DATE
------------------------------------------------------------------------------ VALUE
% OF TOTAL ----------
NUMBER OF SECURITIES OPTIONS GRANTED EXERCISE GRANT DATE
UNDERLYING OPTIONS TO EMPLOYEES DATE OF PRICE PER EXPIRATION PRESENT
NAME GRANTED IN FISCAL YEAR GRANT SHARE(1) DATE(2) VALUE(3)
- ---- --------------------- ------------------ -------- --------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
Gregory L. Summe..... 450,000(4) 16% 01/20/99 $27.2500 01/19/09 4,169,250
Robert J. Friel...... 200,000(5) 7% 02/01/99 $28.4375 01/31/06 1,785,875
John J. Engel........ 100,000(5) 4% 04/12/99 $27.7500 04/11/06 871,350
Robert Rosenthal..... 200,000(5) 7% 03/22/99 $26.8125 03/21/06 1,683,825
Angelo D.
Castellana......... 60,000(5) 2% 01/20/99 $27.2500 01/19/06 513,390
</TABLE>
- ---------------
(1) The exercise price is equal to the fair market value of the Common Stock as
determined by the closing price on the New York Stock Exchange Composite
Transactions on the date of grant.
(2) Upon the death or total disability the optionee or his estate has 1 year to
exercise vested options; upon retirement at a Company-recognized retirement
age the optionee has the earlier of three (3) years or the scheduled "Last
Date to Exercise" to exercise vested options; upon termination all further
vesting stops and all unvested shares are cancelled; upon change in control
all unvested options become 100% vested.
(3) The Black-Scholes option pricing model was chosen to estimate the grant date
present value of the options set forth in this table. The assumptions used
at the time of grant in January of 1999 included expected market votality of
30.25%, a 5.50% risk-free rate of return, a 2.23% dividend yield, and a 7
year expected life except in the case of options granted to Mr. Summe in
January 1999, on which a 10 year expected life was assumed.
19
<PAGE> 22
(4) Options granted by the Company in 1999 to Mr. Summe are performance based
options that have a cliff vest of 6 years with a 10 year term. Vesting is
accelerated if the following targets are met: Three (3) consecutive years of
15% growth in EPS or 50% cumulative growth in EPS in two (2) years or less
over base year 1998 (adjusted for impact from acquisitions and
divestitures). Upon the death or total disability the optionee or estate has
1 year to exercise vested options; upon retirement at a Company-recognized
retirement age the optionee has the earlier of three (3) years or the
scheduled "Last Date to Exercise" to exercise vested options; upon
termination all further vesting stops and all unvested shares are cancelled;
upon change in control all unvested options become 100% vested.
(5) Options granted by the Company in 1999 to Mssrs. Friel, Engel, Rosenthal and
Castellana are non-qualified stock options that vest equally over 3 years,
rounded up to the nearest whole share, with a 7 year term. Upon the death or
total disability the optionee or his estate has 1 year to exercise vested
options; upon retirement at a Company-recognized retirement age the optionee
has the earlier of three (3) years or the scheduled "Last Date to Exercise"
to exercise vested options; upon termination all further vesting stops and
all unvested shares are cancelled; upon change in control all unvested
options become 100% vested.
OPTION EXERCISES AND FISCAL YEAR END VALUES
The following table sets forth information with respect to option exercises
during 1999 and the number and value of unexercised options to purchase the
Company's Common Stock held by the officers named in the Summary Compensation
Table at the end of 1999. No stock appreciation rights were exercised during
1999 or were outstanding at the end of 1999.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR-END OPTION VALUE TABLE
<TABLE>
<CAPTION>
VALUE OF UNEXERCISED IN-
SHARES NUMBER OF SECURITIES UNDERLYING THE-MONEY OPTIONS AT
ACQUIRED ON UNEXERCISED OPTIONS AT FISCAL FISCAL YEAR-END ($)
EXERCISE YEAR-END (#) EXERCISABLE/ EXERCISABLE/
NAME (#) VALUE REALIZED UNEXERCISABLE UNEXERCISABLE(1)
- ---- ----------- -------------- ------------------------------- ------------------------
<S> <C> <C> <C> <C>
Gregory L. Summe...... -- -- 610,000/240,000 9,834,063/492,500
Robert F. Friel(2).... -- -- 0/200,000 0/2,668,750
John J. Engel(2)...... -- -- 0/100,000 0/1,403,125
Robert Rosenthal(2)... -- -- 0/200,000 0/2,993,750
Angelo D.
Castellana.......... 5,000 $66,250.00 109,400/120,600 2,451,569/2,218,681
</TABLE>
- ---------------
(1) Based on the fair market value (determined by averaging the high and the low
selling price on the New York Stock Exchange Composite Transactions) of the
Company's Common Stock on December 31, 1999 ($41.78125), less the option
exercise price.
(2) The options that were granted to Messrs. Friel, Engel and Rosenthal were
necessary to recruit these executives. These options, and the transition
payments described in footnote 5 of the Summary Compensation Table, offset
the value of unvested stock options and loss of bonus and other incentive
opportunities and benefit plans as a result of leaving their previous
employer.
20
<PAGE> 23
CERTAIN TRANSACTIONS
On March 31, 1999, a performance-based, interest free loan in the amount of
$659,500.00 was made to Mr. Summe. Pursuant to the terms of the loan, the full
amount was forgiven.
OTHER MATTERS
The Board of Directors knows of no other business which will be presented
for consideration at the Meeting other than that described above. However, if
any other business should come before the Meeting, it is the intention of the
persons named in the Proxy to vote, or otherwise act, in accordance with their
best judgment on such matters.
SELECTION OF AUDITORS
On January 19, 2000, the Board of Directors selected the firm of Arthur
Andersen LLP, independent public accountants, to act as the Company's auditors
and to audit the books of the Company and its subsidiaries for 2000. Arthur
Andersen LLP is currently performing these duties and has done so continuously
since 1968.
Representatives of Arthur Andersen LLP are expected to be present at the
Annual Meeting, and will have an opportunity to make a statement if they so
desire, and will be available to respond to appropriate questions from
stockholders.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
executive officers, Directors, and 10% stockholders to file initial reports of
ownership and reports of changes in ownership with the Securities and Exchange
Commission and the New York Stock Exchange. The Company assists its officers and
Directors in complying with these filing requirements. Executive officers,
Directors, and 10% stockholders are required by SEC regulations to furnish the
Company with copies of all Section 16(a) forms they file. Based on a review of
the copies of such forms furnished to the Company and written representations
from the Company's executive officers and Directors, the Company believes that
during the preceding fiscal year its executive officers, Directors, and 10%
stockholders have complied with all Section 16 filing requirements, except for
the following. Mr. Tod purchased 500 shares on the open market at a price per
share of $31.25 on April 30, 1999, which was not referenced in a Form 4 filing
until July 1999. Mr. Ruettgers purchased 5,000 shares on the open market on
February 9, 1999 at a price per share of $55.37 which was not referenced on a
Form 5 filing until February 2000. Mr. Ruettgers also purchased 1,000 shares on
the open market on May 13, 1999 at a price per share of $31.88 which was not
referenced on a Form 4 until August 1999. Messrs. Engel and Rosenthal were
elected as officers on April 27, 1999 and at that time they held options to
purchase 100,000 and 200,000 shares, respectively, which were not referenced on
Form 3 filings until July 1999.
21
<PAGE> 24
STOCKHOLDER PROPOSALS
FOR 2001 MEETING
In order to be considered for addition to the agenda for the 2001 Annual
Meeting of Stockholders and to be included in the Proxy Statement and form of
proxy, stockholder proposals should be addressed to the Clerk of the Company and
must be received at the Corporate Offices of PerkinElmer no later than November
28, 2000.
Stockholders who wish to make a proposal at the 2001 Annual
Meeting -- other than one that will be included in the Company's proxy
materials -- should notify the Company no later than February 11, 2001. If a
stockholder who wishes to present a proposal fails to notify the Company by this
date, the proxies that management solicits for the meeting will have
discretionary authority to vote on the stockholder's proposal if it is properly
brought before the meeting. If a stockholder makes a timely notification, the
proxies may still exercise discretionary voting authority under circumstances
consistent with the proxy rules of the Securities and Exchange Commission.
By Order of the Board of Directors
/s/ TERRANCE L. CARLSON
Terrance L. Carlson, Clerk
Wellesley, Massachusetts
March 27, 2000
22
<PAGE> 25
The Annual Meeting of PerkinElmer, Inc. stockholders will be held at 10:30
A.M. on Tuesday, April 25, 2000, at the Sheraton Needham Hotel in Needham,
Massachusetts.
The Sheraton Needham Hotel is located at 100 Cabot Street, just off Route
128 (I-95) at Exit 19A (see directions below). It is 10 miles from downtown
Boston and 12 miles from Logan Airport. The hotel offers ample free parking and
shuttle service to Boston and Logan Airport. For more information, the hotel can
be reached by phone at (781) 444-1110, by fax at (781) 455-8617 or at
www.sheratonneedham.com.
FROM LOGAN AIRPORT:
As you are leaving the airport, follow the signs for Boston/Sumner Tunnel.
You want to go through the tunnel. Once you are through the tunnel follow the
signs to Rte. 3 South and the Mass Pike. Take Rte. 3 South. From Rte. 3 take the
exit for Mass Pike West. About 3-4 miles down the road you will have to pay a
toll of 50c. From the Mass Pike you will take the exit for I-95/Rte. 128 South
(it is the same highway, called two different names). You will have to pay
another 50c toll when exiting the Mass Pike. Follow I-95/Rte. 128 South to Exit
19A/Highland Ave.-Newton Highlands. This exit will bring you back over the
highway. Turn right at the Ground Round Restaurant. Take immediate left at Cabot
St. Follow signs to main entrance.
FROM RTE. 128 (I-95) NORTH OR SOUTH:
Take Exit 19A. This will put you on Highland Ave., heading East. Follow
Highland Ave. to 1st set of stop lights. Take right onto 2nd Ave. Take first
right off of 2nd Ave. at the Sheraton Needham Hotel sign. Follow driveway to
hotel. Parking garage will be on your right.
LOGO
PerkinElmer(TM) is a trademark of PerkinElmer, Inc.
EVA(R) is a registered trademark of Stern Stewart & Co. [PerkinElmer, Inc. LOGO]
<PAGE> 26
[PERKINELMER LOGO]
DETACH HERE
PROXY
PERKINELMER, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
For Annual Meeting of Stockholders April 25, 2000
The undersigned hereby appoints Gregory L. Summe and Terrance L. Carlson,
and each of them, proxies with power of substitution to vote as indicated
below, for and on behalf of the undersigned at the Annual Meeting of
Stockholders of PerkinElmer, Inc., to be held at the Sheraton Needham Hotel,
100 Cabot Street, Needham, Massachusetts on Tuesday, April 25, 2000, at 10:30
a.m., and at any adjournment thereof, hereby granting full power and authority
to act on behalf of the undersigned at said Meeting.
1. ELECTION OF DIRECTORS Authority to elect Tamara J. Erickson, Kent F.
Hansen, John F. Keane, Nicholas A. Lopardo, Greta E.
Marshall, Michael C. Ruettgers, Gabriel Schmergel,
Gregory L. Summe, John Larkin Thompson and G. Robert
Tod for terms of one year each.
SEE REVERSE SIDE. If you wish to vote in accordance with the Board of
Directors' recommendations, just sign on the reverse side. You need not mark
any boxes.
SEE REVERSE CONTINUED AND TO BE SIGNED ON REVERSE SIDE SEE REVERSE
SIDE SIDE
<PAGE> 27
[PerkinElmer Letterhead]
DETACH HERE
/X/ PLEASE MARK
VOTES AS IN
THIS EXAMPLE
This Proxy when executed will be voted in the manner directed herein. If no
direction is made, this Proxy will be voted FOR the election of Directors
listed on the reverse side.
----------------------------------------
The Board of Directors recommends a vote
FOR Proposal 1
----------------------------------------
1. Election of Directors (see reverse)
FOR WITHHELD
ALL / / / / FROM ALL
NOMINEES NOMINEES
FOR except those withheld from the following nomination(s):
---------------------------------------------------
MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT / /
Please sign exactly as your name appears hereon. Joint owners
should each sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full title as such.
Signature: Date: Signature: Date:
-------------- -------- -------------- --------
