<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
<TABLE>
<S> <C>
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 Section240.14a-12
RICHARDSON ELECTRONICS, LTD.
-----------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
</TABLE>
<TABLE>
<S> <C> <C>
--------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
(1) Title of each class of securities to which transaction
applies:
----------------------------------------------------------
(2) Aggregate number of securities to which transaction
applies:
----------------------------------------------------------
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the
amount on which the filing fee is calculated and state how
it was determined):
----------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
----------------------------------------------------------
(5) Total fee paid:
----------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or
Schedule and the date of its filing.
(1) Amount Previously Paid:
----------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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</TABLE>
<PAGE>
[LOGO]
RICHARDSON ELECTRONICS, LTD.
40W267 KESLINGER ROAD
LAFOX, ILLINOIS 60147
----------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON OCTOBER 3, 2000
To the Stockholders of Richardson Electronics, Ltd.
The Annual Meeting of Stockholders of Richardson Electronics, Ltd., a Delaware
corporation, will be held on Tuesday, October 3, 2000, at 3:15 P.M., Chicago
time, at the offices of the Corporation, 40W267 Keslinger Road, LaFox, Illinois,
for the following purposes:
1. To elect ten directors;
2. To transact such other business as may properly come before the meeting and
any adjournments thereof.
All stockholders are cordially invited to attend the meeting, although only
stockholders of record at the close of business as of August 18, 2000 are
entitled to notice of, and to vote at, the Annual Meeting and at any adjournment
thereof. If you would like directions to the location of the Annual Meeting,
please contact the Company at (630) 208-2371.
By order of the Board of Directors
[SIGNATURE]
EDWARD J. RICHARDSON
Chairman of the Board
and Chief Executive Officer
LaFox, Illinois
September 5, 2000
<PAGE>
[LOGO]
RICHARDSON ELECTRONICS, LTD.
PROXY STATEMENT
INFORMATION CONCERNING THE SOLICITATION
The enclosed proxy is solicited by Richardson Electronics, Ltd. (the "Company")
whose principal executive offices are located at 40W267 Keslinger Road,
P.O. Box 393, LaFox, Illinois 60147-0393, for use at the Annual Meeting of
Stockholders of the Company, to be held Tuesday, October 3, 2000 at 3:15 P.M.,
Chicago Time, at the offices of the Company, 40W267 Keslinger Road, LaFox,
Illinois, or at any adjournments thereof. In addition to solicitation of proxies
by mail, proxies may be solicited by the Company's directors, officers and
regular employees by personal interview or telephone, telegram or similar means,
and the Company will request brokers and other custodians, nominees and
fiduciaries to forward proxy soliciting material to the beneficial owners of
shares which are held of record by them. The expense of all such solicitation,
including printing and mailing, will be paid by the Company. Any proxy may be
revoked at any time before its exercise, by written notice to the Secretary of
the Company, by executing a subsequent proxy or by attending the meeting and
electing to vote in person. This Proxy Statement and accompanying proxy were
first sent or given to stockholders on or about September 5, 2000.
Only stockholders of the Company of record at the close of business on
August 18, 2000, are entitled to vote at the meeting or any adjournment thereof.
As of that date there were outstanding 10,106,028 shares of Common Stock, par
value $.05 per share, and 3,231,562 shares of Class B Common Stock, par value
$.05 per share. Holders of Common Stock are entitled to one (1) vote per share
and holders of Class B Common Stock are entitled to ten (10) votes per share on
all matters voted upon at the meeting. The Common Stock and the Class B Common
Stock will vote together as a single class on all proposals presented in this
Proxy Statement. Outstanding shares of the Company, represented in person or by
proxy, having a majority of the voting power shall constitute a quorum at the
meeting. A plurality of the voting power of the shares represented at the
meeting is required to elect directors and the ten nominees who receive the most
votes will be elected. A proxy in the accompanying form which is properly
signed, dated, returned and not revoked will be voted in accordance with the
instructions contained therein. Unless authority to vote for the election of
directors (or for any nominee) is withheld, proxies will be voted for the
directors proposed by the Board. Discretionary authority is provided in the
proxy as to any matters not specifically referred to therein. Management is not
aware of any other matters which are likely to be brought before the meeting.
However, if any such matters properly come before the meeting, it is understood
that the proxy holder or holders are fully authorized to vote thereon in
accordance with his or their judgment and discretion. Stockholders of record who
are present at the meeting in person or by proxy and who abstain, including
brokers holding customers' shares of record who cause abstentions to be recorded
at the meeting, are considered stockholders who are present and entitled to vote
and they count toward the quorum. Brokers holding shares of record for customers
generally are not entitled to vote on certain matters unless they receive voting
instructions from their customers. As used herein, "uninstructed shares" means
shares held by a broker who has not received instructions from its customers on
such matters and the broker has so notified the Company on a proxy form in
accordance with industry practice or has otherwise advised the Company that it
lacks voting authority. As used herein, "broker non-votes" means the votes that
could have been cast on the matter in question by brokers with respect to
uninstructed shares if the brokers had received their customers' instructions.
However, if a stockholder specifies that a proxy is being voted for less than
all shares registered in the stockholder's name it will be counted as present
for quorum purposes and voted only for the number of shares specified.
<PAGE>
ELECTION OF DIRECTORS
A Board of ten directors will be elected to serve until the next annual meeting,
or until their successors are elected and shall have qualified subject to their
earlier resignation or removal as permitted by law. The proxies returned
pursuant to this solicitation will be voted by the persons named therein for the
election as directors of the persons named below under "INFORMATION RELATING TO
DIRECTORS, NOMINEES AND EXECUTIVE OFFICERS" as nominees for election as
directors unless specifically directed to withhold authority in the proxy.
Should any nominee be unable to accept the office of director (which is not
presently anticipated), the persons named in the proxies will vote for the
election of such other persons as they shall determine.
INFORMATION RELATING TO DIRECTORS, NOMINEES AND EXECUTIVE OFFICERS
The following table sets forth the name, principal occupation and position and
offices with the Company, age, and length of service of each of the directors,
nominees for director and executive officers of the Company and ownership of
Common Stock and Class B Common Stock of the Company (by number of shares and as
a percentage of the total outstanding shares of each class and as a percentage
of the total voting power of all outstanding voting shares combined) of each
director and nominee and each executive officer named in the "Summary
Compensation Table" below and of all executive officers and directors as a
group. Because Class B Common Stock is convertible into Common Stock the number
of shares listed as owned under the Common Stock column in the table also
includes the number of shares listed under the Class B Common Stock column. The
information in the table has been furnished to the Company by the persons
listed.
<TABLE>
<CAPTION>
COMMON STOCK AND CLASS B COMMON STOCK
BENEFICIALLY OWNED
AS OF AUGUST 18, 2000
-----------------------------------------------------------------------
PERCENT OF
NUMBER OF TOTAL VOTING
NAME, PRINCIPAL NUMBER OF SHARES OF IF CLASS
OCCUPATION AND DIRECTOR SHARES OF PERCENT CLASS B PERCENT VOTING NOT
COMPANY POSITION AGE SINCE COMMON (1)(2) OF CLASS COMMON (2) OF CLASS APPLICABLE (3)
---------------- -------- -------- ------------- -------- ---------- -------- --------------
<S> <C> <C> <C> <C> <C> <C> <C>
DIRECTORS AND NOMINEES FOR
ELECTION AS DIRECTOR
Edward J. Richardson (4)(23) ..... 58 1965 3,966,315(10) 29.52% 3,193,721 98.83% 76.79%
Chairman of the Board, and Chief
Executive Officer of the Company
Scott Hodes (5)(7)(8) ............ 63 1983 58,424(11) * 3,712 * *
Partner, Ross & Hardies,
Attorneys at Law, which firm
provides legal services to the
Company
Samuel Rubinovitz 70 1984 30,431(12) * 825 * *
(4)(5)(6)(8)(9) ................
Management Consultant and
Chairman of the Board,
LTX Corporation
Arnold R. Allen .................. 68 1986 25,000(13) * 11,782(14) * *
Management Consultant
Jacques Bouyer (5)(6)(9) ......... 72 1990 33,250(15) * 0 * *
Management Consultant
William J. Garry (24) ............ 52 1994 73,298(16) * 0 * *
Senior Vice President of Finance
and Chief Financial Officer of
the Company
Harold L. Purkey (7) ............. 56 1994 32,000(17) * 0 * *
Managing Director
First Union Securities
Ad Ketelaars (9) ................. 43 1996 52,000(18) * 0 * *
CEO Comsys Holding B.V.
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
COMMON STOCK AND CLASS B COMMON STOCK
BENEFICIALLY OWNED
AS OF AUGUST 18, 2000
-----------------------------------------------------------------------
PERCENT OF
NUMBER OF TOTAL VOTING
NAME, PRINCIPAL NUMBER OF SHARES OF IF CLASS
OCCUPATION AND DIRECTOR SHARES OF PERCENT CLASS B PERCENT VOTING NOT
COMPANY POSITION AGE SINCE COMMON (1)(2) OF CLASS COMMON (2) OF CLASS APPLICABLE (3)
---------------- -------- -------- ------------- -------- ---------- -------- --------------
<S> <C> <C> <C> <C> <C> <C> <C>
Bruce W. Johnson (4)(25) ......... 59 1996 96,983(19) * 0 * *
President and Chief Operating
Officer of the Company
John R. Peterson (7)(9) .......... 43 1999 5,000(36) * 0 * *
Managing Director Tucker Anthony
Cleary Gull
NON-DIRECTOR EXECUTIVE OFFICERS OF
COMPANY
William G. Seils (26) ............ 65 N.A. 70,425(20) * 0 * *
Senior Vice President, General
Counsel and Secretary
Joseph C. Grill (27) ............. 55 N.A.
Vice President -- Human
Resources
Flint Cooper (28) ................ 38 N.A.
Executive Vice President --
Security Systems Division
Robert Prince (29) ............... 38 N.A.
Executive Vice President of
Worldwide Sales
Pierluigi Calderone (30) ......... 42 N.A.
Vice President and Managing
Director of European Operations
Robert J. Heise (31) ............. 35 N.A.
Vice President -- Display
Systems Group
Gregory J. Peloquin (32) ......... 36 N.A.
Vice President -- RF & Wireless
Communications Group
Kathleen M. McNally (33) ......... 41 N.A.
Senior Vice President --
Marketing Operations
Murray J. Kennedy (34) ........... 39 N.A.
Vice President -- Industrial
Power Group
Kevin C. Oakley (35) ............. 47 N.A.
Vice President -- Medical
Systems Group
Executive Officers and Directors
as a group (20 persons)......... 4,739,476(23) 37.04% 3,198,258(22) 98.97% 78.90%
</TABLE>
---------
* Less than 1%.
(1) Includes the number of shares listed under the column "Number of Shares of
Class B Common."
(2) Except as noted, beneficial ownership of each of the shares listed is
comprised of either sole investment and sole voting power, or investment
power and voting power that is shared with the spouse of the Director
3
<PAGE>
or officer, or voting power that is shared with the Trustees of the
Company's Employees Stock Ownership Plan ("ESOP") with respect to shares
identified as allocated to the individual's ESOP account.
(3) Common Stock is entitled to one vote per share and Class B Common Stock is
entitled to ten votes per share. Computation assumes that Class B Common
Stock held or subject to acquisition pursuant to stock option is not
converted.
(4) Member of Executive Committee.
(5) Member of Compensation Committee.
(6) Member of Stock Option Committee.
(7) Member of Audit Committee.
(8) Member of Directors' Executive Oversight Committee.
(9) Member of Strategic Planning Committee.
(10) Includes 3,193,721 shares of Common Stock which would be issued upon
conversion of Mr. Richardson's Class B Common Stock, 24,854 shares of
Common Stock allocated to the account of Mr. Richardson under the ESOP and
43,797 shares of Common Stock which would be issued upon conversion of
$926,000 principal amount of the Corporation's 7 1/4% Convertible
Subordinated Debentures, and 89,163 shares of Common Stock which would be
issued upon conversion of $1,626,000 principal amount of the Corporation's
8 1/4% Convertible Senior Subordinated Debentures owned by Mr. Richardson
and 9,271 shares of Common Stock which would be issued upon conversion of
$196,000 principal amount of the Corporation's 7 1/4% Convertible
Subordinated Debentures, and 4,611 shares of Common Stock which would be
issued upon conversion of $83,000 principal amount of the Corporation's
8 1/4% Convertible Senior Subordinated Debentures owned by a Trust of
which Mr. Richardson is a Co-Trustee and as such shares investment and
voting power. Does not include 15,070 shares of Common Stock held by
William G. Seils as custodian for Mr. Richardson's sons, Alexander and
Nicholas and 2,176 shares of Common Stock held by Mr. Richardson's wife,
as to which Mr. Richardson disclaims beneficial ownership.
(11) Includes 3,712 shares of Common Stock which would be issued upon
conversion of Mr. Hodes' Class B Common Stock. Also includes 25,000 shares
of Common Stock to which Mr. Hodes holds stock options exercisable within
60 days.
(12) Includes 825 shares of Common Stock which would be issued upon conversion
of Mr. Rubinovitz' Class B Common Stock. Also includes 25,000 shares of
Common Stock to which Mr. Rubinovitz holds stock options exercisable
within 60 days.
(13) Includes 11,781 shares of Common Stock to which Mr. Allen holds stock
options exercisable within 60 days and an additional 11,782 shares of
Common Stock which would be issued upon conversion of 11,782 shares of
Class B Common Stock as to which he also holds stock options exercisable
within 60 days.
(14) Includes 11,782 shares of Class B Common Stock as to which Mr. Allen holds
stock options exercisable within 60 days.
(15) Includes 31,250 shares of Common Stock to which Mr. Bouyer holds stock
options exercisable within 60 days.
(16) Includes 11,000 shares of Common Stock to which Mr. Garry holds stock
options exercisable within 60 days. Also includes 2,279 shares of Common
Stock allocated to the account of Mr. Garry under the ESOP.
(17) Includes 30,000 shares of Common Stock as to which Mr. Purkey holds stock
options exercisable within 60 days.
(18) Includes 52,000 shares of Common Stock as to which Mr. Ketelaars holds
stock options exercisable within 60 days.
(19) Includes 49,000 shares of Common Stock for which Mr. Johnson holds stock
options exercisable within 60 days. Also includes 983 shares of Common
Stock allocated to the account of Mr. Johnson under the ESOP.
4
<PAGE>
(20) Includes 60,000 shares of Common Stock as to which Mr. Seils holds stock
options exercisable within 60 days. Also includes 9,242 shares of Common
Stock allocated to the account of Mr. Seils under the ESOP. Does not
include shares held as custodian--see (10).
(21) Does not include 15,070 shares of Common Stock held by certain members of
such group as custodians under Uniform Gift to Minors Acts or 2,176 shares
of Common Stock held by spouses of member of group. Includes 3,198,258
shares of Common Stock which would be issuable on conversion of Class B
Common Stock, 549,791 shares of Common Stock issuable upon options
exercisable within 60 days, 11,782 shares of Common Stock which would be
issuable on conversion of Class B Common Stock issuable upon options
exercisable within 60 days, 39,116 shares of Common Stock which would be
issued upon conversion of $648,000 principal amount of the Corporation's
7 1/4% Convertible Subordinated Debentures, and 5,166 shares of Common
Stock which would be issued upon conversion of $93,000 principal amount of
the Corporation's 8 1/4% Convertible Senior Subordinated Debentures.
Includes 57,756 shares of Common Stock held in trust for the benefit of
the Company's profit sharing trust and ESOP allocated to the accounts of
all executive officers and directors as a group; such shares are ratably
forfeitable in the event the officer leaves the employ of the Company
prior to completing six years of service.
(22) Includes 11,782 shares of Class B Common Stock issuable upon exercise of
options exercisable within 60 days.
(23) Mr. Richardson has been employed by the Company or its predecessor since
1961, holding several positions. He was Chairman of the Board, President
and Chief Executive Officer of the Company from September 1989 until
November 1996 when Mr. Johnson became President. Mr. Richardson continues
to hold the offices of Chairman of the Board and Chief Executive Officer.
(24) Mr. Garry was Vice President of Finance, Chief Financial Officer and
Director since joining the Company in June 1994 and was elected Senior
Vice President of Finance in July 1998.
(25) Mr. Johnson has been President, Chief Operating Officer and Director since
joining the Company in November 1996. Prior thereto, from January 1992
until January 1996, he was president of Premier Industrial Corporation, a
New York Stock Exchange listed company which was acquired by Farnell Ltd.
in April 1996. He was executive vice president of Premier from
February 1987 until January 1992. Premier is a full service business to
business supplier of electronic components for industrial and consumer
products, essential maintenance and repair products for industrial,
commercial and institutional applications, and manufactures
high-performance fire-fighting equipment.
(26) Mr. Seils has been Senior Vice President since January 1992 and General
Counsel and Secretary since May 1986. Prior to joining the Company in
1986, he was a partner in the law firm of Arvey, Hodes, Costello and
Burman, Chicago, Illinois.
(27) Mr. Grill has served as an officer of the Company since 1987 and became an
executive officer in the position of Vice President--Corporate
Administration in 1992. In October, 1999 his title was changed to Senior
Vice President, Human Resources.
(28) Mr. Cooper has been Executive Vice President--SSD since joining the
Company in November 1994. He was director of CCTV Sales with Arius, Inc.
from February 1991 until November 1994 and purchasing agent at ADT
Security Systems, a distributor of electronic security equipment, from
August 1988 to January 1991.
(29) Mr. Prince has been Executive Vice President of Worldwide Sales since
February 1998 and was Vice President of Worldwide Sales from
November 1996 until February 1998. He was Vice President of Sales from
November 1991 until November 1996 and held several other positions since
joining the Company in November 1978.
(30) Mr. Calderone has been Vice President and Managing Director for European
Operations since March 1998. He joined the Company in July 1990 as
District Sales Manager for Italy and served as Regional Sales Manager of
Italy from February 1991 until March 1998.
(31) Mr. Heise was named Vice President of the Display Systems Group in
May 2000. He joined the Company in October 1987 as European Systems and
Operations Specialist and has held various other positions in Operations
and Sales.
(32) Mr. Peloquin has been Vice President of the Solid State and Components
Business Unit, now the RF & Wireless Communications Group, since
November 1999 when he rejoined the Company. He first joined the
5
<PAGE>
Company in 1990 and held various positions in product management until
1997 when he left to join Motorola, Inc. as Director of Global
Distributing for Wireless Infrastructure Division, which position he held
until he rejoined the Company in 1999.
(33) Mrs. McNally was named Senior Vice President of Marketing Operations in
July, 2000. She served as Marketing Services Manager from 1986 until 1989
and was named Vice President and Corporate Officer of Marketing Operations
in 1989. She has held various positions within Marketing since joining the
Company in 1979.
(34) Mr. Kennedy has been Vice President and General Manager of the Industrial
Power group since September 1999. He has held various industrial product
management positions since joining the Company in March 1994. Prior, he
held positions with Litton Electron Devices Group and ITT Electron Devices
Division.
(35) Mr. Oakley has been Vice President of the Medical Business Unit since
December 1999, when he joined the Company. Prior to joining the Company,
he was Senior Vice President of Infimed, Inc. and has held various
positions in sales and technology for General Electric, Advanced
Technology Laboratories and ADAC Laboratories.
(36) Includes 5,000 shares of Common Stock to which Mr. Peterson holds stock
options exercisable within 60 days.
Each nominee's and executive officer's principal occupation and employment for
the last five years has been as listed in the table or footnotes thereto, except
as follows:
Mr. Allen joined the Company as its President and Chief Operating Officer in
September 1985. He retired as President of the Company in September 1989.
Since his retirement, Mr. Allen has been a management consultant and
presently provides management consulting services to the Company. He served
as Chairman of the Strategic Planning Committee of the Company's Board of
Directors from April 1991 until April 1992.
Mr. Hodes is a partner at the law firm of Ross & Hardies, which firm
provides legal services to the Company.
Mr. Rubinovitz serves the Company as a consultant. He was Executive Vice
President of EG&G, Inc., a diversified manufacturer of instruments and
components, from April 1989 until his retirement in January 1994. He is also
chairman of the board of directors of LTX Corporation, and a director of
KLA-Tencor Corporation and Kronos, Inc.
Mr. Bouyer served as chairman of the board of Philips Components of Paris,
France, engaged in the manufacture and sale of electronic components and a
subsidiary of N.V. Philips of The Netherlands, from April 1, 1990 until
January 1, 1994 when he became honorary chairman of the board and a director
until December 31, 1995. Mr. Bouyer also was vice chairman of the BIPE
Institute for Economic and Market Research from 1981 until 1997. He has been
a consultant in business strategies and management since January 1990.
Mr. Bouyer is serving the Company as an independent management consultant
principally with respect to European matters. He is also a director of LTX
Corporation.
Mr. Purkey was President of Forum Capital Markets since May 1997 and senior
managing director of such company since May 1994. Forum Capital was acquired
in 2000, and Mr. Purkey is now the Managing Director of First Union
Securities, the successor to Forum Capital. From July 1990 until
February 1994 he was employed by Smith Barney Shearson, holding the position
of senior managing director and manager of the convertible bond department.
Mr. Ketelaars presently serves the Company as an employee of certain foreign
subsidiaries. He joined the Company as Vice President and Managing Director
of Europe in May 1993 after leaving Philips Printed Circuit Boards where he
had served as general manager since 1988 and as product group manager,
professional tubes, of Philips Components since 1987. He resigned from his
Vice-President position with the Company effective May 31, 1996 to become
Chief Executive Officer of EnerTel, a new telecommunications company
established by Dutch electric utility companies and CATV companies from
which position he resigned on July 10, 1998. He is now Managing Director of
IP-Globalnet, Netherlands, a privately funded company involved in voice
response and speech technology for call centers and telecom operators.
Mr. Peterson is the head of Tucker Anthony Capital Markets Investment
Banking Division and a member of the firm's Executive Committee, which firm
provides investment banking services to the Company. Mr. Peterson has over
18 years of experience in corporate and financing transactions.
Mr. Peterson was the
6
<PAGE>
representative of Tucker Anthony Cleary Gull, one of the lead underwriters,
for the Company's public offering of 3,600,000 shares of Common Stock, on
May 1, 1998. For 13 years prior to joining Tucker Cleary in August 1995,
Mr. Peterson practiced corporate law and was a shareholder in the Milwaukee,
Wisconsin law firm of Godfrey & Kahn, S.C. He is a member of the Board of
Directors of Krueger International, Inc., a privately held contract
furniture manufacturer, as well as Milwaukee Florentine Opera Company.
Mr. Peterson received a BA in accounting with high honors from Michigan
State University, a CPA certification in Illinois, where he was a tax
accountant with Arthur Young, and a JD from the University of Wisconsin.
Executive officers serve for a term until their respective resignation, death or
removal.
BOARD AND COMMITTEE MEETINGS
During the last fiscal year, the Company's Board of Directors held five meetings
and acted one time by consent without meeting in the last fiscal year. Each
Director attended at least 100% of the aggregate number of such meetings and
meetings of the Committees on which he served.
The Board's Executive Committee held one meeting and acted four times by consent
without meeting in the last fiscal year. The Executive Committee, during the
interval between meetings of the Board of Directors, may exercise all authority
of the Board in the management of the Company, except as otherwise provided in
the Company's By-laws or by applicable law.
The Board's Audit Committee held four meetings in the last fiscal year. It meets
for the purpose of reviewing and making recommendations regarding the engagement
of an independent accounting firm for the Company; the scope of the independent
accountants' audit procedures; reviewing the independence of the independent
auditors; the adequacy and implementation of internal controls; and such other
matters relating to the Company's financial affairs and accounts as it deems
desirable or in the best interest of the Company. The Board of Directors has
adopted a written charter for the Audit Committee, a copy of which is attached
hereunto as Exhibit A.
The Board's Directors' Executive Oversight Committee held five meetings in the
last fiscal year. It is charged with monitoring the Company's Government
contracting activities and compliance with its Code of Conduct, and policies on
ethical business practices and reporting on the same.
The Board's Compensation Committee held one meeting in the last fiscal year. It
is responsible for reviewing and establishing the compensation policy and
guidelines for executive officers and the compensation of the chief executive
officer.
The Board's Stock Option Committee held two meetings and acted six times by
consent without meeting in the last fiscal year. It administers the Company's
Incentive Stock Option Plan, Incentive Compensation Plan, 1994 Incentive
Compensation Plan, 1996 Incentive Compensation Plan, 1996 Stock Purchase Plan,
1998 Incentive Compensation Plan and the 1999 Stock Purchase Plan including
determining the employees to whom stock options, awards or cash bonuses are
granted, the number of shares subject to each option or award, and the date or
dates upon which each option or award may be exercised.
The Board's Strategic Planning Committee which is responsible for developing and
reviewing long-term strategic plans for the Company met two times in the last
fiscal year.
The Company has no standing Nominating Committee or committee performing a
similar function.
DIRECTORS COMPENSATION
Directors who are not Company employees receive a quarterly fee of $3,000 and a
fee of $500 for each Board or Committee meeting attended, plus travel expenses.
In addition, each current "Non-Employee Director" has received a grant of
options to acquire 25,000 shares of the Company's Common Stock at exercise
prices ranging from $5.25 to $12.875 per share (the fair market value on the
date of grant) under the Company's Stock Option Plan for Non-Employee Directors
("Directors' Plan"). In addition, each current Non-Employee Director received a
grant of an option to acquire an additional 5,000 shares of the Company's Common
Stock each April beginning at the later of 1996 or five years after first
election as a director at exercise prices ranging from $5.375 per share to
$12.875 per share under the Company's 1996 Stock Option Plan for Non-Employee
Directors ("1996 Directors' Plan"). Under the Directors' Plan and the 1996
Directors' Plan, options are granted to any director of the Company who is not
an officer or employee of the Company or any of its subsidiaries or affiliates
and who has not been such for a period of one year prior to his first being
elected to the Board ("Non-Employee Director"). Options issued under the
Directors' Plan and 1996 Directors' Plan are intended to be non-qualified
7
<PAGE>
stock options, not entitled to special tax treatment under Section 422A of the
Internal Revenue Code of 1986, as amended, from time to time. The Directors'
Plan and the 1996 Directors' Plan are administered by the Board of Directors of
the Company which has the sole responsibility for construing and interpreting
said Plans. Each option granted is evidenced by an option agreement between the
optionee and the Company and, subject to the provisions of the Directors' Plan
or the 1996 Directors' Plan, contains such terms and conditions as may be
approved by the Board. The purchase price of each share that may be purchased
upon exercise of an option is the fair market value of the share on the date the
option is granted. These options are exercisable for a period of approximately
ten years. Under the Directors' Plan, any new "Non-Employee Director" elected or
appointed was granted an option to purchase 25,000 shares of the Company's
Common Stock on the date such director took office. All options granted under
the Directors' Plan vest over a five-year period from the date of grant with 20%
of the option shares becoming first exercisable on each anniversary of the grant
date. The Directors' Plan was terminated with respect to future grants on
April 10, 1996. Under the 1996 Directors' Plan, any new Non-Employee Director
elected or appointed after April 30, 1996 is granted an option to purchase
25,000 shares of the Company's Common Stock on the date such director takes
office. All such options granted to New Non-Employee Directors vest over a
five-year period from the date of grant with 20% of the option shares becoming
first exercisable on the anniversary of the grant date. On each April 30 (after
April 30, 1996) which is on or after the fifth anniversary of a Non-Employee
Director's initial election as a director, such director is granted an
additional option for 5,000 shares (subject to adjustment). Unless earlier
terminated by the Board, the 1996 Directors' Plan shall terminate on June 1,
2006. The Directors' Plan and the 1996 Directors' Plan provide, among other
things, that the option of any optionee, whose status as a director terminates
because of retirement, or removal from the Board within one year after a change
of control (as defined in the Directors' Plan and 1996 Directors' Plan), shall
become fully exercisable with respect to all shares covered thereby and not
previously purchased upon exercise of the option and shall remain fully
exercisable until the option expires by its terms. Messrs. Allen, Bouyer, and
Rubinovitz are serving as consultants to the Company and received $14,000,
$40,000 and $40,000, respectively, for such services in fiscal 2000. Mr. Allen
also has non-qualified stock options for 11,781 shares of Common Stock and
11,782 shares of Class B Common Stock at an exercise price of $12.95 per share.
AFFILIATIONS
There is no family relationship between any director and any other director or
nominee for director or executive officer of the Company. No nominee or director
is a director of any other public company, except Mr. Rubinovitz is a director
of KLA Instruments, Inc., Kronos, Inc., and LTX Corporation, and Mr. Bouyer is a
director of LTX Corporation.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
executive officers and directors, and persons who may be deemed to own
beneficially more than ten percent of the Company's stock to file initial
reports of ownership and reports of changes in ownership with the Securities and
Exchange Commission and NASDAQ. Executive officers, directors and greater than
ten percent beneficial owners are required by SEC regulations to furnish the
Company with copies of all Section 16(a) forms they file. Based solely on a
review of the copies of such forms furnished to the Company and written
representations from the Company's executive officers and directors, the Company
believes that during fiscal 2000 all Section 16(a) filing requirements
applicable to its executive officers, directors and greater than ten percent
beneficial owners were complied with on a timely basis.
PRINCIPAL STOCKHOLDERS
As of August 18, 2000, no person or firm owned of record, and, so far as it is
known to the Company, no person or firm owned beneficially 5% or more of the
outstanding Common Stock or Class B Common Stock of the Company, except for
Edward J. Richardson whose ownership of Common Stock and Class B Common Stock is
set forth above in the table under the caption "Election of
Directors--INFORMATION RELATING TO DIRECTORS, NOMINEES
8
<PAGE>
AND EXECUTIVE OFFICERS"; and those entities identified and whose ownership of
Company stock is set forth in the following table:
<TABLE>
<CAPTION>
COMMON STOCK AND CLASS B COMMON STOCK
BENEFICIALLY OWNED
AS OF AUGUST 18, 2000
------------------------------------------------------------------
PERCENT OF
NUMBER OF TOTAL VOTING
SHARES OF IF CLASS
NUMBER OF SHARES PERCENT CLASS B PERCENT VOTING NOT
NAME OF BENEFICIAL OWNER OF COMMON OF CLASS COMMON OF CLASS APPLICABLE(1)
------------------------ ---------------- -------- --------- -------- -------------
<S> <C> <C> <C> <C> <C>
Royce & Associates, Inc.,
Royce Management Company and Charles M. Royce... 1,171,678(2) 11.29% 0 0 3.79%
T. Rowe Price Associates, Inc..................... 908,320(3) 8.84% 0 0 1.75%
Kalmar Investments, Inc........................... 665,664(4) 6.59% 0 0 1.6%
Loomis Sayles & Company, L.P...................... 957,283(5) 9.47% 0 0 2.23%
Dimensional Fund Advisors, Inc.................... 639,850(6) 6.05% 0 0 1.44%
DePrince, Race & Zollo, Inc....................... 680,900(7) 6.74% 0 0 1.61%
</TABLE>
---------
(1) Common Stock is entitled to one vote per share and Class B Common Stock is
entitled to ten votes per share. Computation assumes that Class B Common
Stock held or subject to acquisition pursuant to stock option is not
converted into Common Stock.
(2) Charles M. Royce may be deemed a controlling person of Royce &
Associates, Inc. ("Royce") and Royce Management Company ("RMC") and as such
may be deemed to beneficially own the shares of Common Stock beneficially
owned by Royce and RMC which own 1,171,678 shares of Common Stock and
62,582 shares of Common Stock which would be issued upon conversion of the
Company's 7 1/4% Convertible Subordinated Debentures and 206,944 shares of
Common Stock which would be issued upon conversion of the Company's 8 1/4%
Convertible Senior Subordinated Debentures owned by Royce and RMC.
Mr. Royce does not own any shares outside of Royce and RMC, and disclaims
beneficial ownership of the shares held by Royce and RMC. Information
disclosed in this table was obtained from Royce on August 18, 2000. The
address for Royce is 1414 Avenue of the Americas, New York, NY 10019.
(3) Includes 42,000 shares of Common Stock which would be issued on conversion
of the Company's 7 1/4% Convertible Subordinated Debentures owned by
T. Rowe Price. These securities are owned by various individual and
institutional investors including T. Rowe Price Small Cap Value Fund, Inc.
which owns 866,320 shares, representing 8.89% of the shares outstanding,
which T. Rowe Price Associates, Inc. ("Price Associates") serves as
investment advisor with power to direct investments and/or sole power to
vote the securities. For purposes of the reporting requirements of the
Securities Exchange Act of 1934, Price Associates is deemed to be a
beneficial owner of such securities; however, Price Associates expressly
disclaims that it is, in fact the beneficial owner of such securities. Price
Associates has sole dispositive power for all 913,720 shares of Common Stock
and sole voting power for 50,000 shares of Common Stock. Information
disclosed in this table was obtained from Price Associates on August 18,
2000. The address for Price Associates is 100 East Pratt Street, Baltimore,
MD 21202.
(4) Kalmar Investments, Inc. ("Kalmar"), is an investment advisor having sole
power to dispose of these 665,664 shares. Information disclosed in this
table was obtained from Kalmar Investments, Inc. on August 18, 2000. The
address for Kalmar is Barley Mill House, 37601 Kenner Pike, Greenville, DE
19807.
(5) Loomis Sayles & Company, L. P. ("Loomis"), an investment advisor, shares the
power to dispose of the shares and shares the power to vote 255,440 shares
of the 957,283 shares held by Loomis (3%). Clients of Loomis have the
economic interest but no one client has such an interest relating to more
than 5% of the class. Loomis indicates that the shares reported for Loomis
relate to such party's ownership of the Company's convertible debentures.
Information disclosed in this table was obtained by reviewing Schedule 13G
filed by Loomis on August 18, 2000. The address for Loomis is One Financial
Center, Boston, MA 02111.
9
<PAGE>
(6) Dimensional Fund Advisors, Inc. ("Dimensional"), an investment advisor
registered under Section 203 of the Investment Advisors Act of 1940,
furnishes investment advice to four investment companies registered under
the Investment Company Act of 1940, and serves as investment manager to
certain other investment vehicles, including commingled group trusts. (These
investment companies and investment vehicles are the "Portfolios"). In its
role as investment advisor and investment manager, Dimensional possessed
both voting and investment power over 639,850 shares of Richardson
Electronics, Ltd. stock as of June 30, 2000. The Portfolios own all
securities reported in this statement, and Dimensional disclaims beneficial
ownership of such securities.
(7) DePrince, Race & Zollo, Inc. is an investment advisor having sole power to
dispose of these shares. Information disclosed in this table was obtained on
August 18, 2000. The address for DePrince, Race & Zollo, Inc. is
201 S. Orange Ave., Suite 850, Orlando, FL 32801.
EXECUTIVE COMPENSATION
The following table sets forth the annual and long-term compensation for the
Company's chief executive officer and the next four highest paid executive
officers (named executives), as well as the total compensation paid to each such
individual for the Company's two prior fiscal years:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM COMPENSATION
---------------------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
---------------------------------- --------------------- ---------
OTHER LONG- ALL
ANNUAL RESTRICTED STOCK TERM OTHER
COMPEN- STOCK OPTIONS/ INCENTIVE COMPEN-
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS SATION (1) AWARDS (2) SARS PAYOUTS SATION (3)
--------------------------- -------- --------- --------- ---------- ---------- -------- --------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Edward J. Richardson............. 2000 $419,165 $262,080 $ -- -- -- $ -- $10,044
CEO and Chairman of 1999 403,043 173,972 -- -- -- -- 7,956
the Board 1998 387,541 195,740 -- -- -- -- 9,679
Bruce W. Johnson................. 2000 340,704 234,083 -- 10,000 10,000 -- 10,044
President and Chief 1999 327,600 69,333 -- 10,000 20,000 -- 7,956
Operating Officer 1998 312,000 162,324 -- 10,000 15,000 -- 9,679
William G. Seils................. 2000 187,905 114,622 -- -- 10,000 -- 10,044
Senior Vice President, 1999 182,534 86,960 -- -- 15,000 -- 7,956
General Counsel and Secretary 1998 177,217 108,425 -- -- 10,000 -- 9,679
William J. Garry................. 2000 189,194 100,904 -- -- 10,000 -- 10,044
Senior Vice President, Finance 1999 183,818 63,319 5,000 15,000 -- 7,956
and Chief Financial Officer 1998 176,748 90,099 -- -- 10,000 -- 9,679
Robert L. Prince................. 2000 172,571 96,652 -- -- 10,000 -- 10,044
Executive Vice President, 1999 165,808 70,518 -- -- 15,000 -- 7,956
Worldwide Sales 1998 156,000 80,628 -- -- 15,000 -- 9,679
</TABLE>
----------
(1) While officers enjoy certain perquisites, such perquisites do not exceed the
lesser of $50,000 or 10% of such officer's salary and bonus except as shown.
(2) The restricted stock issued to Bruce W. Johnson and William J. Garry vests
in five equal annual installments.
(3) These amounts represent the Company's discretionary and 401(k) matching
contributions to the Company's Profit Sharing Plan.
10
<PAGE>
The following table sets forth certain information concerning Options granted
during fiscal 2000 to the named executives:
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
% OF TOTAL
OPTIONS EXERCISE
GRANTED TO OR BASE FAIR VALUE
OPTIONS EMPLOYEES PRICE EXPIRATION AT GRANT
NAME GRANTED (1)(2) IN FY00 ($/SH) DATE DATE
---- -------------- ---------- -------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Edward J. Richardson................................ -- -- $ -- -- --
Bruce W. Johnson.................................... 10,000 2.4% 6.750 10/22/09 32,200
William J. Garry.................................... 10,000 2.4% 6.750 10/22/09 32,200
William G. Seils.................................... 10,000 2.4% 6.750 10/22/09 32,200
Robert L. Prince.................................... 10,000 2.4% 6.750 10/22/09 32,200
</TABLE>
---------
(1) Options granted become exercisable in annual increments of 20%, beginning
October 22, 2000.
(2) Options granted under the option plan are exercisable for a period of up to
ten years from the date of grant. Options terminate upon the optionee's
termination of employment with Company, except under certain circumstances.
(3) The fair value of the option at the grant date was calculated using the
Black-Scholes option-pricing model, using the following assumptions: $.16
annual dividend per share, expected annual standard deviation of stock price
of 55% and a risk-free interest rate of 6.0%.
The following table summarizes options exercised during fiscal year 2000 and
presents the value of the unexercised options held by the named executives at
fiscal year end:
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR END OPTION VALUES
AT MAY 31, 2000
<TABLE>
<CAPTION>
NUMBER OF UNEXERCISED VALUE OF UNEXERCISED,
OPTIONS EXERCISED OPTIONS HELD AT IN-THE-MONEY OPTIONS AT
------------------- FISCAL YEAR END FISCAL YEAR END (1)
SHARES VALUE --------------------------- ---------------------------
NAME ACQUIRED REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- -------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Edward J. Richardson................... -- $ -- -- -- $ -- $ --
Bruce W. Johnson....................... -- -- 94,000 55,000 420,500 285,250
William G. Seils....................... -- -- 65,970 34,000 360,108 124,750
William J. Garry....................... 5,000 20,940 36,000 34,000 242,750 124,750
Robert L. Prince....................... 5,977 49,687 41,850 40,000 230,331 212,625
</TABLE>
---------
(1) Represents the difference between $12.75 per share (the closing price of the
Company's common stock on June 2, 2000) and the exercise price of the
options.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Edward J. Richardson, Chief Executive Officer of the Company participated in
determining the compensation of other executive officers for fiscal 2000.
REPORT ON EXECUTIVE COMPENSATION
The Company's executive officers' compensation has been determined by the
Company's Chief Executive Officer with the advice of the Company's President and
Chief Operating Officer due to the relatively small number of other executive
officers and the Chief Executive Officer's and Chief Operating Officer's
personal knowledge of the relative performance and responsibilities of each
executive officer. Compensation for the Company's executive officers, other than
the Chief Executive Officer, for the fiscal year ended May 31, 2000 was
established in this manner, except for long-term incentive compensation in the
form of stock option grants and restricted stock awards which was established by
the Stock Option Committee. The compensation for the Company's Chief Executive
Officer for fiscal 2000 was determined pursuant to a formula set by the Board of
Directors in 1983, prior to the effective date of the Securities and Exchange
Commission rules mandating disclosure of basis for
11
<PAGE>
such compensation, at a fixed base salary adjusted annually on each June 1 for
changes in the cost of living ($419,165 for fiscal 2000), and a bonus equal to
2% of the Company's after tax profits. Mr. Richardson's bonus for FY2000, based
on 2% of net income was $262,080. The Company expects that the Chief Executive
Officer will continue to set compensation for the Company's other executive
officers with the advice and guidance of the Compensation Committee of the Board
of Directors and the Company's President, Bruce W. Johnson, with respect to
other executive officers, that the Stock Option Committee will determine the
granting of options and restricted stock awards, and that the Chief Executive
Officer's compensation will be set by the Compensation Committee.
Bruce W. Johnson became the Company's President and Chief Operating Officer on
November 12, 1996, pursuant to an agreement dated as of November 7, 1996, which
provides for an annual base salary subject to adjustment in certain
circumstances, and a bonus if the Company's earnings per share for the year
exceeds its earnings per share for the prior fiscal year with the amount of such
bonus, if any, determined by the Company's actual earnings per share performance
in relation to the Company's budgeted earnings per share for the year. For
fiscal year 2000 he received $340,704 in salary and a bonus of $234,083. The
agreement also provides for payments to Mr. Johnson for one year equal to his
salary and bonus and other employee benefits if his employment is terminated
under certain circumstances, including, without cause or from a
change-in-control, or a breach by the Company.
Individual compensation of other executive officers has been established to
maintain equitable internal relationships taking into account the
responsibilities, experience, seniority, and work performance of the individual
executive, the overall performance of the Company and the unit or area of
responsibility of the executive, and the strategic objectives and budget
considerations of the Company. The relative weight given to each of these
factors varies from individual to individual and from year to year. Increases in
seven executive officers' base salaries for the year ended May 31, 2000 ranged
from 2% to 32%, and increases of approximately 3 - 7% in base salaries of
executive officers are planned for the year ending May 31, 2001.
A significant portion of each executive officer's compensation is in the form of
a bonus (in fiscal 2000 it was budgeted to be from 50 to 60% of base
compensation depending on the executive) which is performance-related. Bonuses
are designed to reward executives for achieving and exceeding Company
performance goals and/or individual performance goals. Bonuses or portions
thereof, in fiscal 2000, for certain executive officers were based upon targeted
levels of the Company's earnings and were paid at 121% of the target bonus. For
bonuses or portions thereof based upon individual performance, the performance
criteria or goals varied with each executive as set by the chief executive
officer in his annual review with the executive. For example, an executive
responsible for a business unit may receive a bonus or a portion thereof based
upon the business unit meeting its financial goals while an executive in charge
of other functions may receive a bonus or portion thereof based upon his
achieving individual performance objectives which are generally subjective,
established specifically for him by the Chief Executive Officer and Chief
Operating Officer. For the fiscal year ended May 31, 2000 such individual
performance bonuses or portions thereof were paid at percentages of target,
ranging from 90% to 164%. Financial measures (e.g. earnings per share, return on
invested capital, gross margin) and targets for each executive officer are set
at the beginning of the fiscal year by the Chief Executive Officer, or by the
Chief Operating Officer and reviewed by the Chief Executive Officer, although
discretionary adjustments are possible should unforeseen events occur.
Salary levels, bonus criteria and performance objectives for the Company's
executive officers are examined each year to take into account factors discussed
above and other additional factors believed appropriate at the time. Executive
compensation structures and levels for each year's targeted overall Company and
individual performance goals are determined following regular structured annual
reviews of each executive officer conducted by the Chief Executive Officer
and/or Chief Operating Officer. Target performance levels take into account
historic patterns of Company performance and strategic objectives.
Individual stock option grants in fiscal 2000 were determined giving
consideration to the factors discussed above and previous option grants and to
give the executive officers additional incentive to improve the overall
performance of the Company. Total options granted to executive officers in
fiscal 2000 were 111,000, including 10,000 to the President. The President also
received a 10,000 share restricted stock award vesting in January, 2000.
In addition, all executive officers, including the Chief Executive Officer,
participate in broad based benefits generally available to all U.S. employees of
the Company, such as medical, dental, disability, life insurance, profit sharing
(which includes a 401(k) feature), employees stock ownership and employees stock
purchase plans.
12
<PAGE>
The Omnibus Budget Reconciliation Act of 1993 (the "Act") amended the Internal
Revenue Code, section 162(m), to limit deductibility for the Company for income
tax purposes of compensation paid to the Chief Executive Officer and the 4 other
highest paid executive officers to $1 million per year, per person, subject to
certain exceptions. The Company does not currently have any executive exceeding
that limitation. If at a future date, it appears likely that such limitation may
be exceeded, the Committee will consider recommending restructuring of executive
compensation programs in light of the requirements of the Act and the
regulations that may be promulgated thereunder to permit them to meet the
exceptions to the limitation so such compensation may continue to be deductible.
JACQUES BOUYER EDWARD J. RICHARDSON
SCOTT HODES
SAMUEL RUBINOVITZ
13
<PAGE>
The following graph sets forth the cumulative total stockholder return (assuming
reinvestment of dividends) to the Company's stockholders during the five-year
period ended May 31, 2000, as well as a broad equity market index (NASDAQ Stock
Market (US & Foreign) Index) and a published industry index (NASDAQ Electronic
Component Stock Index). All three indices reflect the value of an investment of
$100 made on June 1, 1995. The stock price performance shown below is not
necessarily indicative of future stock price performance.
PERFORMANCE GRAPH
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN AMOUNG RICHARDSON ELECTRONICS
STOCK INDEX, NASDAQ COMPOSITE INDEX, AND NASDAQ ELECTRONIC COMPONENTS INDEX
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
REL NASDAQ ELEC COMP
<S> <C> <C> <C>
31-May-95 100 100 100
31-May-96 143 145 139
30-May-97 112 164 207
29-May-98 182 208 194
28-May-99 93 294 302
31-May-00 177 402 747
</TABLE>
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
The Company's independent public accountants for the current year are Ernst &
Young LLP who have been the Company's independent accountants since
December 1981. A representative of Ernst & Young LLP is expected to be present
at the meeting, with the opportunity to make a statement if such representative
desires to do so, and such representative is expected to be available to respond
to appropriate questions from stockholders.
ANNUAL REPORT
The Company's Annual Report to Stockholders for the year ended May 31, 2000
including financial statements accompanies this Proxy Statement. However, no
action is proposed to be taken at the meeting with respect to the Annual Report,
and it is not to be considered as constituting any part of the proxy soliciting
material.
STOCKHOLDER PROPOSALS
From time to time stockholders present proposals which may be proper subjects
for inclusion in the proxy statement and for consideration at a meeting. To be
considered, proposals must be submitted on a timely basis. Proposals for the
2001 stockholders' meeting submitted pursuant to SEC Rule 14a-8 must be received
by the Company no later than May 6, 2001. Any such proposals, as well as any
questions related thereto, should be directed to the Secretary of the Company.
Any stockholder proposal proposed for submission at our 2000 annual meeting
outside the process of SEC Rule 14a-8 after July 20, 2000 shall be considered
untimely and any proposal submitted for our 2001 annual meeting shall be
considered untimely if submitted after July 20, 2001. If such a proposal is
submitted after that date the proxy holder or holders may exercise their
discretionary authority, as conferred in the proxy, in voting on such proposal
at such meeting.
14
<PAGE>
REPORT OF THE AUDIT COMMITTEE
The Audit Committee has:
- Reviewed and discussed the audited financial statements with management.
- Discussed with the independent auditors the matters required to be
discussed by SAS 61.
- Received the written disclosures and the letter from the independent
auditors required by Independence Standards Board Standard No. 1, and has
discussed with the independent auditors the auditors' independence.
- Based on the review and discussions above, recommended to the Board of
Directors that the audited financial statements be included in the
Company's Annual Report on Form 10-K for the last fiscal year for filing
with the Securities and Exchange Commission.
The Board of Directors has determined that the members of the Audit Committee
are independent. The Audit Committee has adopted a written charter. The charter
is included as Exhibit A to this proxy statement.
Members of the Audit Committee:
Scott Hodes
Harold L. Purkey
John R. Peterson
OTHER MATTERS
The management knows of no other business likely to be brought before the
meeting. If other matters do come before the meeting, the persons named in the
form of proxy or their substitute will vote said proxy according to their best
judgment.
A COPY OF THE COMPANY'S 2000 10-K REPORT IS AVAILABLE WITHOUT CHARGE TO
STOCKHOLDERS UPON WRITTEN REQUEST TO: LEGAL DEPARTMENT, RICHARDSON
ELECTRONICS, LTD., 40W267 KESLINGER ROAD, P.O. BOX 393, LAFOX, IL 60147-0393.
By order of the Board of Directors
Signature
EDWARD J. RICHARDSON
Chairman of the Board and Chief
Executive Officer
September 5, 2000
15
<PAGE>
EXHIBIT A
RICHARDSON ELECTRONICS, LTD.
AUDIT COMMITTEE CHARTER
ORGANIZATION
This charter governs the operations of the Audit Committee. The charter will
be reviewed and reassessed by the Committee and will be approved by the Board of
Directors, at least annually. The Committee shall be appointed by the Board of
Directors and shall comprise at least three directors, each of whom are
independent of management and the Company. Members of the Committee will be
considered independent if they have no relationship that may interfere with the
exercise of their independence from management and the Company. All Committee
members will be financially literate and at least one member will have
accounting or related financial management expertise.
STATEMENT OF POLICY
The Audit Committee will provide assistance to the Board of Directors in
fulfilling their oversight responsibility to the stockholders, the investment
community, and others relating to the Company's financial statements and the
financial reporting process, the systems of internal accounting and financial
controls, and the annual independent Audit of the Company's financial
statements. In so doing, it is the responsibility of the Committee to maintain
free and open communication between the Committee, independent Auditors and
management of the Company. In discharging its oversight role, the Committee is
empowered to investigate any matter brought to its attention with full access to
all books, records, facilities, and personnel of the Company and the power to
retain outside counsel or other experts for this purpose.
RESPONSIBILITIES AND PROCESSES
The primary responsibility of the Audit Committee is to oversee the
Company's financial reporting process on behalf of the board and report the
results of their activities to the board. Management is responsible for
preparing the Company's financial statements, and the independent auditors are
responsible for auditing those financial statements. The Committee, in carrying
out its responsibilities, believes its policies and procedures should remain
flexible in order to best react to changing conditions and circumstances. The
Committee should take the appropriate actions to set the overall corporate tone
for quality financial reporting, sound business risk practices, and ethical
behavior.
The following shall be the principal recurring processes of the Audit Committee
in carrying out its oversight responsibilities. The processes are set forth as a
guide with the understanding that the Committee may supplement them as
appropriate.
- The Committee shall have a clear understanding with management and the
independent auditors that the independent auditors are ultimately
accountable to the board and the Audit Committee, as representatives of
the Company's stockholders. The Committee shall have the ultimate
authority and responsibility to evaluate and, where appropriate, replace
the independent auditors. The Committee shall discuss the auditors'
independence from management and the Company and the matters included in
the written disclosures required by the Independence Standards Board.
Annually, the Committee will review and recommend to the board the
selection of the Company's independent auditors, subject to stockholders'
approval.
- The Committee shall discuss with the independent auditor the overall scope
and plans for their audits including the adequacy of staffing and
compensation. Also, the Committee will discuss with management and the
independent auditors the adequacy and effectiveness of the accounting and
financial controls, including the Company's system to monitor and manage
business risk, and legal and ethical compliance programs. Further, the
Committee will meet separately with the independent auditors, with and
without management present, to discuss the results of their examinations.
- If the Company's independent auditors are required to communicate with the
Committee with respect to their review of the interim financial statements
proposed for filing on the Company's Quarterly Report on Form 10-Q
pursuant to the Statement of Accounting Standards, No. 61, then the
Committee shall review the interim financial statements proposed for
filing on the Company's Quarterly Report on Form 10-Q with management and
the independent auditors prior to the filing of the Company's Quarterly
Report on Form 10-Q. Also in such event, the Committee will discuss the
results of the quarterly review and any
A-1
<PAGE>
other matters required to be communicated to the Committee by the
independent auditors under generally accepted auditing standards. The
chair of the Committee may represent the entire Committee for the purposes
of this review.
- The Committee shall review with management and the independent auditors
the financial statements to be included in the Company's Annual Report on
Form 10-K, including their judgement about the quality, not just
acceptability, of accounting principles, the reasonableness of significant
judgments, and the clarity of the disclosures in the financial statements.
Also, the Committee will discuss the results of the annual audit and any
other matters required to be communicated to the Committee by the
independent auditors under generally accepted auditing standards.
A-2
<PAGE>
RICHARDSON ELECTRONICS, LTD.
40W267 Keslinger Road
P.O. Box 393
LaFox, Illinois 60147-0393
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
The undersigned hereby appoints Edward J. Richardson and William G. Seils as
Proxies, each with the power to appoint his substitute, and hereby authorizes
them to represent and to vote, as designated below, all the shares of Common
Stock and Class B Common Stock of Richardson Electronics, Ltd. held of record by
the undersigned on August 18, 2000, at the Annual Meeting of Stockholders to be
held on October 3, 2000 or any adjournment thereof.
<TABLE>
<S> <C> <C>
1. ELECTION OF DIRECTORS / / FOR all nominees listed below / / WITHHOLD AUTHORITY
(EXCEPT AS MARKED TO THE CONTRARY to vote for all nominees listed below
BELOW)
</TABLE>
Edward J. Richardson, Scott Hodes, Samuel Rubinovitz, Arnold R. Allen, Jacques
Bouyer, William J. Garry, Harold L. Purkey, Ad Ketelaars, Bruce W. Johnson, John
R. Peterson
INSTRUCTION: To withhold authority to vote for any individual nominees write
that nominee's name in the space provided below.
--------------------------------------------------------------------------------
2. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting.
(CONTINUED ON OTHER SIDE)
<PAGE>
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 PROPOSAL 1.
Please sign exactly as name appears below. For joint accounts, all tenants
should sign. If signing for an estate, trust, corporation, partnership or other
entity, title or capacity should be stated. If a corporation, please sign in
full corporate name by President or other authorized officer. If a partnership,
please sign in partnership name by authorized person.
<TABLE>
<S> <C>
DATED , 2000
Signature
Signature if held jointly
</TABLE>
