<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
<TABLE>
<S> <C>
/ / 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 sec.240.14a-11(c) or sec.240.14a-12
</TABLE>
GTI Corporation
- - --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- - --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), or 14a-6(i)(1), or 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
----------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
----------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
----------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
----------------------------------------------------------------------
(5) Total fee paid:
----------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
----------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
----------------------------------------------------------------------
(3) Filing Party:
----------------------------------------------------------------------
(4) Date Filed:
----------------------------------------------------------------------
<PAGE> 2
GTI CORPORATION
ANNUAL MEETING OF STOCKHOLDERS
MAY 10, 1995
------------------------
NOTICE
------------------------
To the Stockholders:
The Annual Meeting of the Stockholders of GTI Corporation (the "Company")
will be held at the Sheraton Grande Torrey Pines, 10950 North Torrey Pines Road,
La Jolla, California, on Wednesday, May 10, 1995, at 10:00 a.m., local time, for
the following purposes:
(1) To elect a Board of Directors of nine members;
(2) To ratify the selection of Arthur Andersen LLP as the Company's
independent public accountants for 1995; and
(3) To transact any and all other business which may properly come before
the meeting or any adjournment or adjournments thereof.
A Proxy Statement containing information for stockholders is annexed hereto
and a copy of the Annual Report of the Company for the fiscal year ended
December 31, 1994, is enclosed herewith.
Stockholders of record at the close of business on March 24, 1995, will be
entitled to notice of and to vote at the Annual Meeting and any and all
adjournments thereof. A list of stockholders entitled to vote at the Annual
Meeting will be available for inspection by stockholders at the Company's
corporate offices, 9171 Towne Centre Drive, Suite 460, San Diego, California
92122. Stockholders may examine the list during ordinary business hours in the
10-day period before the Annual Meeting. The list will also be available for
inspection at the Annual Meeting.
STOCKHOLDERS WHO DO NOT EXPECT TO ATTEND THE MEETING AND DESIRE TO HAVE
THEIR STOCK VOTED AT THE MEETING ARE REQUESTED TO COMPLETE, DATE, AND SIGN THE
ENCLOSED PROXY AND RETURN THE SAME IN THE ENCLOSED ENVELOPE, WHICH REQUIRES NO
POSTAGE IF MAILED IN THE UNITED STATES.
By Order of the Board of Directors,
Douglas J. Downs
Secretary
April 7, 1995
San Diego, California
<PAGE> 3
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
INTRODUCTION.......................................................................... 1
Purposes of the Annual Meeting...................................................... 1
PROPOSAL ONE -- ELECTION OF DIRECTORS (Item 1 on the Proxy Card)...................... 2
Nominees for Election as Directors.................................................. 2
Information Regarding Nominees...................................................... 2
Vote Required....................................................................... 4
Aggregate Stock Ownership of Directors and Officers................................. 5
Principal Stockholders.............................................................. 6
Board Committees.................................................................... 6
Board and Committee Meeting Attendance.............................................. 7
Compensation Committee Interlocks and Insider Participation......................... 7
COMPENSATION AND OTHER TRANSACTION.................................................... 7
Summary Compensation Table.......................................................... 7
Compensation Committee Report....................................................... 8
Employment Agreements and Severance and Retirement Arrangements..................... 10
Stock Options....................................................................... 11
Directors' Compensation............................................................. 13
Compliance with Section 16 of the Exchange Act...................................... 14
CUMULATIVE TOTAL STOCKHOLDER RETURN................................................... 14
PROPOSAL TWO -- RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTANTS (Item 2 on the Proxy
Card)............................................................................... 15
METHODS AND EXPENSES OF SOLICITATION.................................................. 15
STOCKHOLDERS' PROPOSALS............................................................... 15
</TABLE>
<PAGE> 4
GTI CORPORATION
9171 TOWNE CENTRE DRIVE, SUITE 460
SAN DIEGO, CALIFORNIA 92122-1238
(619) 546-0531
ANNUAL MEETING OF STOCKHOLDERS
MAY 10, 1995
------------------------
PROXY STATEMENT
------------------------
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of GTI Corporation (the "Company") to be voted
at the Annual Meeting of the Stockholders of the Company (the "Annual Meeting")
to be held on Wednesday, May 10, 1995, at 10:00 a.m., local time, at the
Sheraton Grande Torrey Pines, 10950 North Torrey Pines Road, La Jolla,
California, and at any and all adjournments thereof.
The only business that the management intends to present, or knows that
others will present, at the Annual Meeting is specified in the accompanying
notice. If other matters are properly presented at the Annual Meeting, however,
such matters will be considered and acted upon, and the persons named in the
proxies being solicited will vote such proxies in accordance with their best
judgment on such matters.
This Proxy Statement and the accompanying notice and form of proxy will be
mailed to stockholders on or about April 7, 1995.
Stockholders of record at the close of business on March 24, 1995, (the
"Record Date") will be entitled to vote at the Annual Meeting. On the Record
Date, there were outstanding 8,879,600 of the Company's Common Stock, par value
$.04 per share (the "Common Stock"), and 8,110 shares of the Company's $35.00
Cumulative Convertible Preferred Stock, par value $1.00 per share (the
"Preferred Stock"). Holders of Common Stock are entitled to one vote per share,
while holders of Preferred Stock are entitled to 234.314 votes per share. In
electing directors of the Company and approving the other proposals presented,
holders of Common Stock and holders of Preferred Stock will vote together as a
single class. The presence, in person or by proxy, of the holders of shares
representing 5,389,944 votes at the Annual Meeting shall constitute a quorum.
All shares represented by properly executed and unrevoked proxies will be
voted at the Annual Meeting. Shares represented by proxies marked as abstentions
on any matter will not be voted on that matter, although they will be counted
for quorum purposes and to determine voting results. Broker's shares held in
"street name" and not voted by such broker will be counted for quorum purposes
but will not be counted to determine voting results. The proxy accompanying this
Proxy Statement may be revoked at any time prior to voting by notice to the
Secretary of the Company or by appearance at the meeting and voting in person.
There are no dissenters' rights of appraisal with respect to any matter to
be acted upon at the Annual Meeting.
INTRODUCTION
PURPOSES OF THE ANNUAL MEETING
The purposes of the Annual Meeting are to (1) elect nine directors to serve
for a term of one year and until their successors are duly elected and
qualified, (2) ratify the selection of Arthur Andersen LLP as the Company's
independent public accountants for 1995, and (3) transact any and all other
business which may properly come before the meeting or any adjournment or
adjournments thereof.
<PAGE> 5
PROPOSAL ONE
ELECTION OF DIRECTORS
(ITEM 1 ON THE PROXY CARD)
NOMINEES FOR ELECTION AS DIRECTORS
At the Annual Meeting, nine directors are to be elected to serve for a term
of one year and until their successors are duly elected and qualified. The Board
of Directors currently consists of eight members. The Board of Directors
unanimously agreed, effective March 10, 1995, to fix the number of directors at
nine. Eight of the nine nominees are currently serving as directors of the
Company. It is intended that all proxies in the enclosed form will be voted for
the nominees listed below, unless otherwise directed. If any of the nominees
listed below is unable to serve for any reason not presently known, a substitute
or substitutes will be nominated by the Company's Board of Directors and the
proxies will be voted for such substitute or substitutes. THE BOARD UNANIMOUSLY
RECOMMENDS VOTING "FOR" THE NINE NOMINEES LISTED BELOW.
INFORMATION REGARDING NOMINEES
The following table sets forth the name, ages, principal occupation for the
periods indicated, and other directorships of each of the current nominees at
the Annual Meeting:
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION FOR THE PAST FIVE YEARS
NAME AGE AND OTHER DIRECTORSHIPS DIRECTOR SINCE
- - ------------------------ --- ----------------------------------------------- --------------
<S> <C> <C> <C>
Timothy M. Curtis....... 52 Since February 1992, Mr. Curtis has been the 1994
Chief Executive and a director of Telemetrix
PLC, a United Kingdom corporation, which is
listed on the London Stock Exchange and is
engaged in the manufacture and sale of advanced
electronics products. From 1989 to February
1992, he was the Executive Director of
Metrologie International SA, an added-value
distributor of personal computers, peripherals,
and software. From 1991 through 1993, he was
also the Non-Executive Director of TVS
Entertainment, a United Kingdom-based
commercial television station. Mr. Curtis is a
director of Bournemouth Water Company plc. Mr.
Curtis also serves as a Non-Executive Director
of Dobson Park Industries plc.
Edmund B. Fitzgerald.... 69 Mr. Fitzgerald is currently Managing Director 1993
of Woodmont Associates of Nashville, Tennessee,
a business advisory services firm which he
founded in 1990. He is also an Adjunct
Professor of Management at the Owen Graduate
School of Management of Vanderbilt University
in Nashville, Tennessee. From 1985 to 1989, Mr.
Fitzgerald was Chairman and Chief Executive
Officer of Northern Telecom Limited and from
1989 to 1990, he was Chairman of the Board. He
is currently a director of Ashland Oil Company,
Becton, and Dickinson and Company.
</TABLE>
2
<PAGE> 6
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION FOR THE PAST FIVE YEARS
NAME AGE AND OTHER DIRECTORSHIPS DIRECTOR SINCE
- - ------------------------ --- ----------------------------------------------- --------------
<S> <C> <C> <C>
Andre R. Horn........... 66 Mr. Horn is the Retired Chairman of the Board 1991
of Joy Manufacturing Company. From October 1985
to March 31, 1991, Mr. Horn served as the
Chairman of the Board of Needham & Co., Inc.
("Needham"), an investment banking firm.
Needham has performed various advisory services
to the Company, including having served as an
underwriter in a public offering of the
Company's stock and stock agent. He currently
holds the honorary position of Chairman
Emeritus of Needham & Co., Inc. Mr. Horn is a
director of Western Digital Corporation, Varco
International, Inc., and Remec, Inc.
Henry N. Huta........... 47 Mr. Huta served as the Executive Vice President 1992
and Chief Operating Officer of Pacific
Diversified Capital ("Pacific") from March 1989
through April 1990 and the President and Chief
Executive Officer since April 1990. In
addition, since April 1990, Mr. Huta has been
President and Chief Executive Officer of Wahlco
Environmental Systems, Inc. ("Wahlco"). Pacific
is a stockholder of Wahlco. From March 1989 to
January 1994, he was President and Chief
Executive Officer of Phase One Development,
Inc., a real estate development firm.
Gary L. Luick........... 54 Mr. Luick became a director of the Company on 1989
May 5, 1989, at which time he also became
President and Chief Operating Officer.
Effective January 1, 1991, he became Chief
Executive Officer. Mr. Luick is a director of
Remec, Inc.
Kenneth E. Maud......... 50 Mr. Maud has served as the Chairman of Peek plc Nominee
("Peek"), a multi-national group of companies
specializing in advanced electronic traffic
management systems and field data systems,
since April 1991. From September 1986 to April
1991, Mr. Maud served as Chief Executive of
Peek. For the past 19 years, Mr. Maud has been
directly involved in the development of
publicly-owned electronics groups in different
parts of the world.
</TABLE>
3
<PAGE> 7
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION FOR THE PAST FIVE YEARS
NAME AGE AND OTHER DIRECTORSHIPS DIRECTOR SINCE
- - ------------------------ --- ----------------------------------------------- --------------
<S> <C> <C> <C>
Jesse Rifkind........... 64 Mr. Rifkind has acted as an independent 1993
management consultant since 1982 and has served
from time to time as a consultant to the
Company, including in connection with the
acquisitions of Valor Electronics, Inc. in
August 1990 and Promptus Communications, Inc.
in January 1995. He is currently a director of
Wanna-Be Interactive Media, Inc., Servio Corp.,
and United Education and Software.
Robert E. Venter........ 34 Mr. Venter has been a senior executive with 1993
Allied Electronics Corporation Limited since
September 1990, most recently serving as Chief
Executive of Aberdare Cables Limited, a power
and telecommunications cable manufacturer.
Previously, he was a Vice President of
Corporate Finance of Bear Stearns Co., Inc.
from 1988 to 1990. Mr. Venter is a director of
Power Technologies Limited and Ventron
Corporation, each of which is listed on the
Johannesburg Stock Exchange, as well as a
member of the Board of Directors of Telemetrix
PLC.
Arthur S. Walsh......... 68 Mr. Walsh was the Group Chief Executive of 1992
S.T.C. PLC, a computer and telecommunications
company from 1985 until March 1989, when he
became the Chairman and Chief Executive of
S.T.C. PLC. He served as Chairman of Northern
Telecom (Europe), a telecommunications company,
from January 1991 through October 1991, at
which time he took his present position. Since
May 1991, Mr. Walsh has also been Vice Chairman
of FKI PLC (Fisher Karpark Industries), an
electrical engineering company. On December 1,
1991, Mr. Walsh became Chairman of Telemetrix
PLC.
</TABLE>
VOTE REQUIRED
Directors will be elected by a plurality of the votes represented by the
Common Stock and Preferred Stock, voting together as a single class, present in
person or by proxy at the Annual Meeting and entitled to vote. Telemetrix PLC,
which as of the Record Date beneficially owned 48.4% of the outstanding shares
of Common Stock and 100% of the outstanding shares of Preferred Stock, has
indicated its intention to vote for all nominees.
4
<PAGE> 8
AGGREGATE STOCK OWNERSHIP OF DIRECTORS AND OFFICERS
The following table sets forth certain information regarding the beneficial
ownership of the Company's Common Stock as of March 1, 1995, by (i) each
director and each of the four most highly compensated executive officers and one
former executive officer (collectively the "Named Officers") of the Company and
(ii) all current executive officers and directors of the Company as a group. One
hundred percent (100%) of the Company's Preferred Stock is held by Telemetrix
PLC. See Principal Stockholders. The table is based upon information supplied by
directors and officers. Unless otherwise indicated, each of the listed persons
has sole voting and sole investment power with respect to the shares
beneficially owned, subject to community property laws where applicable.
<TABLE>
<CAPTION>
AMOUNT AND
NATURE OF PERCENT OF PERCENT OF
NAME OF BENEFICIAL OWNER OR BENEFICIAL CLASS AS OF TOTAL VOTING
IDENTITY OF GROUP OWNERSHIP MARCH 1, 1995 POWER
- - ------------------------------------------------------ ---------- ------------- ------------
<S> <C> <C> <C>
Richard Barron........................................ 0 * *
Timothy M. Curtis..................................... 10,000(1)(2) *(2) *(2)
Douglas J. Downs...................................... 30,250(3) * *
Edmund B. Fitzgerald.................................. 12,000(4) * *
Andre R. Horn......................................... 1,000 * *
Henry N. Huta......................................... 1,500(5) * *
Gary L. Luick......................................... 115,075(6) 1.30% 1.1%
R. Bert McClung....................................... 23,750(3) * *
Donald J. Moore....................................... 7,500(7) * *
Jesse Rifkind......................................... 12,000(4) * *
Jack VanderKnyff(8)................................... 0 * *
Robert E. Venter...................................... 12,000(1)(2) *(2) *(2)
Arthur S. Walsh....................................... 10,000(1)(2) *(2) *(2)
All current directors and officers as a group (12
persons)............................................ 235,075(9) 2.6% 2.2%
</TABLE>
- - ---------------
* Less than 1%.
(1) Includes 10,000 shares that such director has the right to acquire under the
1989 Stock Option Plan for Non-Employee Directors (the "1989 Directors
Plan").
(2) Messrs. Curtis, Venter, and Walsh are members of the Board of Directors of
Telemetrix PLC. Telemetrix PLC beneficially owns 4,294,300 shares of Common
Stock and 8,110 shares of Preferred Stock.
(3) Represents shares that such Named Officer has the right to acquire under
stock options exercisable within 60 days of March 1, 1995.
(4) Includes 10,000 shares that such director has a right to acquire under the
1985 Stock Option Plan for Non-Employee Directors, as amended (the "1985
Directors Plan").
(5) Held jointly with his wife.
(6) Includes 112,000 shares that Mr. Luick has the right to acquire under stock
options exercisable within 60 days of March 1, 1995, and 175 shares held in
his wife's name.
(7) Includes 6,500 shares that Mr. Moore has the right to acquire under stock
options exercisable within 60 days of March 1, 1995.
(8) Former Vice President, GTI Corporation and former President, Valor
Electronics, Inc.
(9) Includes 222,500 shares that the current directors and officers have the
right to acquire under stock options exercisable within 60 days of March 1,
1995.
5
<PAGE> 9
PRINCIPAL STOCKHOLDERS
To the knowledge of management of the Company, only the following persons
owned of record or beneficially more than five percent of the outstanding Common
Stock and Preferred Stock of the Company as of March 1, 1994:
<TABLE>
<CAPTION>
AMOUNT AND
NAME AND ADDRESS OF NATURE OF PERCENT OF PERCENT OF
BENEFICIAL OWNER OR BENEFICIAL CLASS AS OF TOTAL VOTING
IDENTITY OF GROUP TITLE OF CLASS OWNERSHIP MARCH 1, 1995 POWER
- - ------------------------------------ ---------------- ---------- ------------- ------------
<S> <C> <C> <C> <C>
Telemetrix PLC...................... Common Stock 4,294,300 (1) 48.4% 39.9%
Knaves Beech Estate............... Preferred Stock 8,110 (2) 100.0% 17.6%
Loudwater, High Wycombe,
Bucks, HP10 9QZ,
United Kingdom
State Teachers Retirement........... Common Stock 500,000 5.6% 4.6%
System of Ohio
275 East Broad Street
Columbus, Ohio 43215-3771
</TABLE>
- - ---------------
(1) The Company has been advised that 47.5% of Telemetrix PLC is owned by Dr.
William P. Venter (a citizen of South Africa), related family trusts and
corporations, and Allied Electronics Corporation Limited, a publicly held
South African corporation of which Dr. Venter owns more than a majority of
the outstanding shares of capital stock. Dr. Venter is also a director of
Telemetrix PLC as are Messrs. Curtis, Walsh and Venter. See Aggregate Stock
Ownership of Directors and Officers. Allied Electronics Corporation and Dr.
Venter disclaim beneficial ownership of any outstanding securities of the
Company. Telemetrix PLC has also advised the Company that by agreements
dated December 16, 1992, and December 31, 1993, Telemetrix PLC has agreed to
transfer all of its shares of Common Stock and all of the Preferred Stock to
its wholly-owned subsidiary, Telemetrix Investments Limited.
(2) Each share of Preferred Stock is currently convertible into 234.314 shares
of Common Stock and entitled to 234.314 votes.
BOARD COMMITTEES
The Company's Board of Directors has three standing committees: an Audit
Committee, a Nominating Committee, and an Executive Compensation and Stock
Option Committee (the "Compensation Committee").
Audit Committee
The members of the Audit Committee are Messrs. Horn (Chairman), Curtis, and
Fitzgerald. The Audit Committee primarily oversees and reviews the Company's
financial reporting and accounting practices and consults with the Company's
independent public accountants with respect thereto. The Audit Committee also
recommends to the Board of Directors and the stockholders the retention or
replacement of the Company's independent public accountants.
Nominating Committee
The members of the Nominating Committee are Messrs. Huta and Venter. The
functions of the Nominating Committee are to recommend a management slate of
nominees for directors to be elected by the stockholders at their annual meeting
and to recommend nominees to fill vacancies on the Board of Directors that may
exist from time to time. The Nominating Committee will consider recommendations
for nominees that are submitted by stockholders in writing to the Company.
6
<PAGE> 10
Compensation Committee
The members of the Compensation Committee are Messrs. Walsh (Chairman),
Horn, Huta, and Venter. The functions of the Compensation Committee are to
review and approve changes in salaries of employees who report directly to the
chief executive officer and to review, from time to time, the compensation
structure of the Company. The chief executive officer's compensation is reviewed
by the full Board of Directors.
BOARD AND COMMITTEE MEETING ATTENDANCE
During 1994, the Board of Directors met six times, the Audit Committee met
three times, the Nominating Committee met one time, and the Compensation
Committee met three times and conferred by telephone from time to time. Each
incumbent director, since his election to the Board of Directors, attended at
least 75% of the aggregate number of meetings in 1994 of the Board of Directors
and the committees of the Board of Directors on which he served.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Messrs. Walsh, Horn, Huta, and Venter served on the Compensation Committee
of the Board of Directors during 1994. Mr. Walsh is Chairman of the Board of
Directors of the Company and Chairman of Telemetrix PLC, on whose Board Messrs.
Curtis and Venter also sit. Mr. Horn serves on the Compensation Committee of
Remec, Inc., on whose Board Mr. Luick also sits. See Note 2 to the table under
"Aggregate Stock Ownership of Directors and Officers."
COMPENSATION AND OTHER TRANSACTIONS
WITH OFFICERS AND DIRECTORS
SUMMARY COMPENSATION TABLE
The following table sets forth information concerning compensation received
by the Company's chief executive officer ("CEO") and each of the four most
highly compensated executive officers and one former executive officer
(collectively the "Named Officers") during the years ended December 31, 1994,
1993, and 1992:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
AWARDS
ANNUAL COMPENSATION ------------
OPTIONS/
------------------- OTHER ANNUAL SARS ALL OTHER
NAME AND SALARY BONUS COMPENSATION (# OF COMPENSATION
PRINCIPAL POSITION YEAR ($) ($) ($)(1) SHARES) ($)(2)
- - --------------------------------------------- ---- -------- -------- ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Gary L. Luick(3)............................. 1994 $312,600 -0- $ 11,250 38,500 $4,620
President and CEO, 1993 300,000 $143,340 10,215 38,000 4,497
GTI Corporation 1992 235,000 176,250 9,450 95,000 4,290
Jack VanderKnyff(4).......................... 1994 100,066 -0- -0- -0- 4,620
Vice President, GTI Corporation; and 1993 225,000 99,230 -0- 20,000 4,497
President, Valor Electronics, Inc. 1992 173,000 99,830 -0- 58,000 4,361
Richard C. Barron(7)......................... 1994(7) 46,154 -0- -0- 50,000 -0-
Vice President, GTI Corporation;
President, Valor Electronics, Inc.
Douglas J. Downs............................. 1994 156,300 -0- 8,750 17,000 4,620
Vice President Finance, Chief Financial 1993 150,000 57,330 5,181 13,000 4,497
Officer, Treasurer and Secretary, 1992 115,000 69,000 4,350 44,000 3,450
GTI Corporation
R. Bert McClung(3)(5)........................ 1994 130,250 -0- 2,275 -0- 4,620
Vice President, GTI Corporation; 1993 125,000 60,920 2,215 11,000 3,750
President, Distribution Products 1992(5) 125,000 25,000 -0- 32,000 781
Donald J. Moore(6)........................... 1994 120,000 51,485 9,250 11,000 2,700
Vice President, GTI Corporation; 1993(6) 38,237 17,910 1,754 26,000 -0-
President, Electronic Components
and Equipment
</TABLE>
7
<PAGE> 11
- - ---------------
(1) The amounts shown include reimbursed income taxes owed for the value of the
Company-provided automobiles.
(2) Represents the amount contributed by the Company to the Amended and Restated
Cash or Deferred Profit Sharing Plan for Employees of GTI Corporation and
its Affiliates (the "Deferred Compensation Plan").
(3) See "Compensation and Other Transactions with Officers and
Directors -- Employment Agreements and Severance and Retirement
Arrangements."
(4) Mr. VanderKnyff resigned from the Company in May 1994. He was replaced by
Richard C. Barron on October 6, 1994.
(5) Mr. McClung became an executive officer of the Company on May 15, 1992. The
amounts disclosed for 1992 reflect all compensation that he received from
the Company since he joined it on March 16, 1992, through December 31, 1992.
(6) Mr. Moore became an executive officer of the Company on October 13, 1993.
The amounts disclosed for 1993 reflect all compensation that he received
from the Company since he joined it on September 7, 1993, through December
31, 1993.
(7) Mr. Barron became an executive officer of the Company effective October 12,
1994. The amounts disclosed for 1994 reflect all compensation that he
received from the Company since he joined it on October 6, 1994, through
December 31, 1994.
COMPENSATION COMMITTEE REPORT
The Compensation Committee of the Board of Directors determines the
specific forms and levels of compensation for executive officers of the Company
and administers the Company's stock incentive and option plans. The Compensation
Committee also consults periodically with the Company's CEO concerning the
compensation and the benefits of the other executive officers of the Company.
The following is the Compensation Committee's report to the stockholders
with respect to the Company's executive compensation policies and with respect
to the compensation of the CEO for 1994. In accordance with the rules of the
Securities and Exchange Commission (the "Commission"), this report shall not be
incorporated by reference into any of the Company's registration statements,
reports, or filings under the Securities Act of 1933, as amended (the
"Securities Act"), or the Securities Exchange Act of 1934, as amended (the
"Exchange Act").
GTI CORPORATION (THE "COMPANY")
1994 COMPENSATION COMMITTEE REPORT
The Company's compensation policies are strongly oriented toward incentives
designed to encourage the CEO and executive officers to maximize the potential
of the Company and ultimately enhance stockholder value. Specific
corporate-performance objectives are established reflecting the Company's belief
that the CEO's and the executive officers' contribution to stockholder value is
derived from maximizing operating performance and earnings on an overall Company
level and, if applicable, an individual segment or operating unit level. The
Compensation Committee, while desiring to provide compensation to the Company's
executive officers at competitive levels in order to retain and attract
qualified executive officers, believes that meeting planned operating-profit
objectives is critical to the Company's success. In reviewing the compensation
structure for the Company's CEO and executive officers, the Compensation
Committee has utilized the services of outside independent compensation
consultants.
Compensation of the Company's CEO and other executive officers in 1994
principally consisted of three elements: base salary, a cash bonus plan, and
stock options. The base salary component represents the basic rate of pay
provided to an executive officer for carrying out the overall responsibilities
of the job. Base salary is determined using comparisons with other companies of
similar size revenues, market dynamics, and
8
<PAGE> 12
organization complexity. Additional determinants weighed in the consideration of
base salary for the CEO and other executive officers include employment
agreements, scope of responsibilities, experience, and other factors as may be
deemed appropriate. For 1994, after consultation with outside independent
compensation consultants, an increase in the base salary of the CEO from
$300,000 to $312,600 was approved. In its determination, the Compensation
Committee principally weighed the increased complexity and size of the Company,
actual and estimated growth in revenues, historical financial performance, and
replacement cost.
The Company has a cash-bonus incentive plan in which executive officers,
including the CEO, and other key salaried employees participate. At the
beginning of each year, performance goals for the purposes of determining annual
bonuses are established, with the principal emphases being the achievement of
planned operating-profit objectives and certain financial objectives. In
calculating the CEO's bonus, substantial weight is given to earnings per share
goals for the Company's stock. Under the plan, no bonus based on the categories
of operating-profit or on financial objectives is awarded unless at least 85% of
the operating-profit objective is achieved and no bonus based on financial
objectives will be awarded unless 90% of the financial objective is achieved. If
these established goals are met, the CEO and the other executive officers could
receive target bonuses up to 50% and 40%, respectively, of their base salaries.
If performance goals are exceeded, the CEO and the other executive officers
would be entitled to receive additional bonus amounts, subject to a maximum
bonus of 150% of the target bonus. In the calculation of an executive officer's
bonus, specific weighing is assigned for the categories of operating profit and
financial objectives of the business segment for which such executive officer
has responsibility as well as for individual performance achievements. At the
end of the year, performance against these goals is determined on an arithmetic
scale with the pre-established weighing; and the results are considered by the
Compensation Committee when determining the cash bonus amounts noted under
"Bonus" column in the Summary Compensation Table. The CEO did not receive a cash
bonus for 1994.
The GTI Corporation Stock Incentive Plan (1989), as amended (the "Stock
Incentive Plan"), was the only stock option plan of the Company in which the CEO
and the other executive officers could participate in 1994. See Compensation and
Other Transactions with Officers and Directors -- Stock Options. The
Compensation Committee believes that the Stock Incentive Plan helps recruit,
retain, and motivate executive personnel. Moreover, the Compensation Committee
views stock options and stock ownership by the CEO and other executive officers
as an important component of performance-based compensation, as the value of
stock options directly relates to the price of the Company's stock and provides
the CEO and other executive officers with an incentive to enhance stockholder
value. Stock options are granted on a periodic basis, with interim rewards being
made in the case of new employees, promotions, or a significant increase in job
responsibilities. The number of shares granted under stock options to
participants in the Stock Incentive Plan (including the CEO and the other
executive officers) is calculated using a formula based on the base salary of
the participant, which in turn depends on the factors enumerated above,
including comparisons to other companies, scope of responsibilities, and
experience. To determine the number of shares to be granted under options, a
range of dollar values is assigned to each level in the organization, which
equates to a multiple of the individual's base salary that is then divided by
the average price of the Company's Common Stock for the 12 months preceding the
date of grant. This formula was used in determining the stock options granted in
1994 as shown on the table entitled "Options/SAR Grants in Last Fiscal Year,"
including the stock options in respect of 38,500 shares of Common Stock granted
to the CEO. See Compensation and Other Transactions with Officers and
Directors -- Stock Options. Options granted in 1994 vest over a period of four
years from the date of grant, at the rate of 25% per year, in order to provide
incentives for the executive officer to perform over the long term and enhance
stockholder value.
In October 1993, after consultation with an independent compensation
consultant, the GTI Corporation Key Executive Long Term Incentive Plan (the
"Executive Plan") was established, effective as of January 1, 1994, pursuant to
which the CEO and currently one other executive officer are to receive deferred
compensation awards funded by life insurance policies assigned to a rabbi trust.
Pursuant to the Executive Plan, the CEO will be entitled to an annual retirement
floor benefit of $250,000 for 15 years after attaining age 65 and to a death
benefit. In addition, in the event the CEO is terminated, he will be entitled to
a termination benefit equal to his vested benefit adjusted on an actuarially
equivalent basis. The benefits
9
<PAGE> 13
generally are to vest in accordance with the following schedule: year 1 to
4 -- 10% per year and year 5 through 7 -- 20% per year. The Compensation
Committee views the Executive Plan as an opportunity to provide retirement
benefits to supplement benefits provided under the Amended and Restated Cash or
Deferred Profit Sharing Plan. The Compensation Committee believes that the
Executive Plan will assist the Company in attracting and retaining executives of
outstanding achievement and ability.
As and to the extent compensation of the CEO and other executive officers
increase, the Company intends to comply with Rule 162(m) of the Internal Revenue
Code and the regulations promulgated thereunder to preserve fully the Company's
compensation deduction.
The Compensation Committee will continue to review and evaluate the
Company's executive compensation structure at least annually. When appropriate,
the Committee will also continue to consult with independent compensation
consultants, law firms, and accounting firms with respect to its executive-
compensation structure and its effectiveness in attaining the objectives set by
the Committee.
Compensation Committee
By: Arthur S. Walsh
Andre R. Horn
Henry N. Huta
Robert E. Venter
EMPLOYMENT AGREEMENTS AND SEVERANCE AND RETIREMENT ARRANGEMENTS
In May 1989, the Company entered into an employment agreement with Mr.
Luick. Mr. Luick's base salary is currently $312,600. He is also eligible for a
bonus based upon achievement of certain goals of the Company. Pursuant to the
employment agreement, Mr. Luick was granted Nonstatutory Stock Options under the
Company's 1980 Employees Stock Option Plan to purchase an aggregate of 50,000
shares of the Company's Common Stock at $3.50 per share (of which options for
37,500 shares have been exercised as of March 1, 1995) and Nonstatutory Stock
Options under the Company's 1982 Employees Stock Option Plan to purchase an
aggregate of 50,000 shares of the Company's Common Stock at $3.50 per share (of
which options for 22,500 shares have been exercised as of March 1, 1995). All of
the above options are fully vested at this time. The agreement, as amended in
March 1995 further provides that upon termination of Mr. Luick's employment for
any reason other than a change of control, Mr. Luick will be entitled to
severance pay at the level of his annual base salary at the time of termination
for a period of eighteen (18) months.
By letter dated March 2, 1992, the Company entered into an employment
agreement with Mr. McClung, pursuant to which he became President of Esco Sales,
Inc., and Electronic Supply Corporation. The agreement provides for a base
salary of $125,000 per annum and a bonus arrangement that has as a target 40% of
his base salary. Mr. McClung's base salary was increased to $130,250 for 1994.
For 1995, Mr. McClung's base salary was held at $130,250.
Effective January 1, 1994, the Company implemented the GTI Corporation Key
Executive Long Term Incentive Plan (the "Executive Plan") in which Messrs. Luick
and Downs currently are the only participants. Pursuant to the Executive Plan,
Messrs. Luick and Downs will be entitled to an annual retirement benefit for 15
years after attaining age 65 (with early retirement possible at age 60) as
follows: $250,000 and $125,000, respectively. The benefits generally vest per
year as follows: year 1 through 4 -- 10% per year and year 5 through 7 -- 20%
per year. Funding of the Executive Plan occurs through policies purchased on the
lives of the participants, which are assigned to a rabbi trust, of which the
trustee is Union Bank. If a participant dies prior to normal retirement age,
whether or not employed at death, his beneficiary will be paid one lump sum
equal to the death benefits under the policy in the trust purchased on behalf of
the participant less the amount of premiums paid for the policy. In addition,
the Company will pay the participant's beneficiary the full value of any tax
savings the Company enjoys as a result of the payment. After normal retirement,
the participant's beneficiary will receive the lump sum of his remaining
retirement payments under the Executive Plan. No tax adjusting payment will be
made. If a participant's employment is terminated for "cause," all benefits
under the
10
<PAGE> 14
Executive Plan will be forfeited; and the trustee will distribute all trust
assets attributable to such terminated participant to the Company, unless
instructed to hold the assets for the benefit of the Company.
STOCK OPTIONS
The Company has three stock option plans for its officers and other
management employees: the 1980 Employees Stock Option Plan, as amended (the
"1980 Plan"), the 1982 Employees Stock Option Plan, as amended (the "1982
Plan"), and the GTI Stock Incentive Plan (1989), as amended (the "Stock
Incentive Plan"). The Company also has two stock option plans for non-employee
directors. See Compensation and Other Transactions with Officers and
Directors -- Directors Compensation.
The 1980 Plan provided for the granting through December 3, 1989, of
Nonstatutory Stock Options covering an aggregate of 100,000 shares to officers
and other management employees of the Company. No options are presently
available for grant. Under the 1980 Plan, officers and other management
employees of the Company or a subsidiary were eligible for grants, subject to
certain limitations based on the number of shares of the Company's Common Stock
owned by such individuals. Grants under the 1980 Plan were determined at the
discretion of the Compensation Committee. The 1980 Plan provided that the
exercise price of each nonstatutory stock option could not be less than the
fair-market value of the Common Stock on the date of grant. Effective May 3,
1990, the 1980 Plan had been amended to expand the period in which stock options
could be exercised following the termination of employment, retirement with the
consent of the Company, or the death or disability of a participant. As of March
1, 1995, Mr. Luick's Nonstatutory Stock Options for 12,500 shares were the only
options granted and outstanding under the 1980 Plan.
The 1982 Plan provided for the granting of Incentive Stock Options,
Nonstatutory Stock Options, and Stock Appreciation Rights covering an aggregate
of 200,000 shares of the Company's Common Stock to executive or other key
management employees of the Company, subject to certain limitations based on the
number of shares of Common Stock owned by such individual. Since December 11,
1991, no more options may be granted under the 1982 Plan. Stock Appreciation
Rights also could have been granted in tandem with Stock Options previously
granted under the 1980 Plan. Effective May 11, 1987, the 1982 Plan had been
amended to permit the granting of Nonstatutory Stock Options, and effective May
3, 1990, the 1982 Plan had been amended to expand the period of time in which
Stock Options could be exercised following the termination of employment,
retirement with the consent of the Company or the death or disability of a
participant. Under the 1982 Plan, the exercise price of each Stock Option
granted could not be less than the fair-market value of the Common Stock on the
date of grant, and Stock Options could have been granted for any term not in
excess of ten years from date of grant. Grants under the 1982 Plan were
determined at the discretion of the Compensation Committee. As of the March 1,
1995, Mr. Luick's Stock Options for 27,500 shares of Common Stock are the only
Options outstanding under the 1982 Plan.
The Stock Incentive Plan currently provides that a maximum of 1,200,000
shares of Common Stock from the Company's authorized but unissued shares of
Common Stock or from shares acquired by the Company, including shares purchased
in the open market, are available for issuance by the Company in connection with
awards of Stock Options, Reload Options, Stock Appreciation Rights, Performance
Shares, and shares of Restricted Stock, subject to adjustment. Whenever an award
under the Stock Incentive Plan is terminated or forfeited for any reason, the
shares of Common Stock covered by such award will again become available for
award. Also, whenever the exercise price of a Stock Option is paid for, in whole
or in part, with shares of Common Stock, the number of shares available for
award will only be decreased by the excess of the number of shares issued to the
participant over the number of shares the participant surrendered. Shares may be
awarded to any key employee of the Company or any subsidiary of the Company who,
in the opinion of the Committee administering the Plan (currently the
Compensation Committee), has the capacity to contribute in a substantial measure
to the successful performance of the Company. The Stock Incentive Plan became
effective on December 13, 1989, and no awards may be granted under the Stock
Incentive Plan after December 13, 1999. Approximately 50 persons are currently
eligible to participate in the Stock Incentive Plan. As of March 1, 1995, awards
covering 298,875 shares were available for grant under the Stock Incentive Plan.
11
<PAGE> 15
The following table sets forth information concerning Stock Options granted
during the fiscal year ended December 31, 1994, to the Company's CEO, each of
the Named Officers, all current executive officers as a group, and all
employees, including all current officers who are not executive officers, as a
group:
OPTIONS/SAR GRANTS IN LAST FISCAL YEAR(1)
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
INDIVIDUAL GRANTS VALUE
- - ----------------------------------------------------------------------------------- AT ASSUMED RATES OF
% OF TOTAL STOCK PRICE
OPTIONS/SARS OPTIONS/SARS APPRECIATION
GRANTED GRANTED TO EXERCISE OR FOR OPTION TERM
(# OF EMPLOYEES IN BASE PRICE EXPIRATION ---------------------
NAME SHARES) FISCAL YEAR ($/$H) DATE 5%($) 10%($)
- - --------------------------- ------------ ------------ ----------- ---------- -------- ----------
<S> <C> <C> <C> <C> <C> <C>
Gary L. Luick.............. 38,500 17.38% 12.50 12/14/04 $302,610 $ 766,920
Jack VanderKnyff(2)........ 0 0.00 -- -- -0- -0-
Richard C. Barron.......... 50,000 22.57 15.75 10/03/04 495,500 1,255,000
Douglas J. Downs........... 17,000 7.67 12.50 12/14/04 133,620 338,640
R. Bert McClung............ 0 0.00 -- -- -0- -0-
Donald J. Moore............ 11,000 4.97 12.50 12/14/04 117,900 298,800
All current executive 50,000 22.57 15.75 10/03/04 (3) (3)
officers as a group 66,500 30.02 12.50 12/14/04 (3) (3)
All employees, including 12,000 5.42 15.75 10/03/04 (3) (3)
all current officers 93,000 41.99 12.50 12/14/04 (3) (3)
who are not executive
officers, as a group
</TABLE>
- - ---------------
(1) The Stock Options granted during the fiscal year ended December 31, 1994
(all of which were Nonstatutory Stock Options) were granted under the Stock
Incentive Plan and become exercisable in whole or in part, from time to
time, with respect to the shares underlying the Stock Options as follows:
during year one, 0%; during year two, 25%; during year three, 50%; during
year four, 75%; and during year five and until expiration, 100%. The Stock
Options were granted for a term of 10 years, subject to earlier termination
in certain events as provided in the Stock Incentive Plan. No Stock
Appreciation Rights were granted during 1994.
(2) Mr. VanderKnyff resigned from the Company in May 1994.
(3) Such disclosure is not required.
12
<PAGE> 16
The following table sets forth information concerning Stock Options
exercised during the fiscal year ended December 31, 1994, by the Company's CEO
and each of the Named Officers, the aggregate number of options held by the CEO
and each Named Officer and the value realized from exercised options and
inherent in unexercised options at December 31, 1994:
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR, AND FY-END OPTION/SAR VALUE
<TABLE>
<CAPTION>
NUMBER OF
UNEXERCISED VALUE OF
OPTIONS/SARS UNEXERCISED
AT IN-THE-MONEY
FY-END OPTIONS/SARS AT
(# OF SHARES) FY-END ($)
SHARES ACQUIRED -------------- -----------------
ON EXERCISE VALUE REALIZED EXERCISABLE/ EXERCISABLE/
NAME (# OF SHARES) ($) UNEXERCISABLE UNEXERCISABLE
- - --------------------------- ---------------- --------------- -------------- -----------------
<S> <C> <C> <C> <C>
Gary L. Luick.............. 10,000 $ 162,500 97,000/114,500 $653,750/287,375
Jack VanderKnyff(1)........ 17,500 199,062 0/0 0/0
Richard C. Barron.......... -0- -0- 0/50,000 0/50,000
Douglas J. Downs........... -0- -0- 22,750/48,750 104,063/134,125
R. Bert McClung............ -0- -0- 18,750/24,250 52,500/52,500
Donald J. Moore............ -0- -0- 6,500/30,500 0/46,750
</TABLE>
- - ---------------
(1) Mr. VanderKnyff resigned from the Company in May 1994.
DIRECTORS' COMPENSATION
Director Remuneration
Each director, except Mr. Luick, is paid an annual retainer of $18,000,
plus $600 each time he attends a meeting of the Board of Directors. Each member
of the Audit Committee and the Compensation Committee is paid $500 each time he
attends a meeting of each such committee.
Non-Employee Director Stock Options
The 1985 Stock Option Plan for Non-Employee Directors, as amended, provides
for the automatic grant of Nonstatutory Stock Options covering an aggregate of
100,000 shares of the Company's Common Stock to members of the Board of
Directors who have been elected by the Company's stockholders and who are not
full-time employees of the Company or any of its subsidiaries, subject to the
limitation that no eligible director may be granted Nonstatutory Stock Options
for more than 10,000 shares. The 1985 Directors Plan provides that the exercise
price of each Nonstatutory Stock Option must not be less than the fair-market
value of the Common Stock on the date of grant. As of March 1, 1995, stock
options covering all available 100,000 shares of Common Stock have been granted
under the 1985 Directors Plan. Stock Options may be granted under the 1985
Directors Plan prior to December 13, 1995.
The GTI Corporation 1989 Stock Option Plan for Non-Employee Directors (the
"1989 Directors Plan") provides for the automatic grant of Nonstatutory Stock
Options with respect to 10,000 shares of Common Stock to directors of the
Company who first become directors after the effective date of the 1989
Directors Plan (December 13, 1989), who are not otherwise full-time employees of
the Company or any subsidiary of the Company, who have not been full-time
employees of the Company or any subsidiary of the Company for any part of the
preceding fiscal year, and who never received Stock Options under the 1985
Directors Plan. A maximum of 100,000 shares of Common Stock from the Company's
authorized but unissued shares of Common Stock or treasury stock are available
for issuance under the 1989 Directors Plan, subject to adjustment. As of March
1, 1995, Stock Options covering 40,000 shares of Common Stock have been granted
under the 1989 Directors Plan, and Stock Options covering 60,000 shares were
available for grant under such plan. No Stock Options under the 1989 Directors
Plan may be granted on or after December 13, 1999.
13
<PAGE> 17
COMPLIANCE WITH SECTION 16 OF THE EXCHANGE ACT
Section 16(a) of the Exchange Act requires the Company's officers and
directors, and persons who own more than 10% of a registered class of the
Company's equity securities, to file reports of ownership and changes in
ownership with the Commission and the NASDAQ National Market System. Officers,
directors, and holders of more than 10% of the Common Stock are required by
regulations promulgated by the Commission pursuant to the Exchange Act to
furnish the Company with copies of all Section 16(a) forms they file. The
Secretary of the Company will assist beneficial owners of more than 10% of the
Common Stock in complying with the reporting requirements of Section 16(a) of
the Exchange Act.
Based solely on its review of the copies of such forms received by it, the
Company believes that since January 1, 1994, its directors, officers, and
greater than 10% beneficial owner complied with all applicable Section 16(a)
reporting requirements.
CUMULATIVE TOTAL STOCKHOLDER RETURN
Set forth below is a line graph comparing the yearly percentage change in
the cumulative total stockholder return on the Company's Common Stock against
the cumulative total return of the Russell 2000 Index and the NASDAQ Electronic
Components Index (measured in accordance with the rules of the Commission) for
the period of five calendar years commencing December 31, 1989, and ending
December 31, 1994. In accordance with the rules of the Commission, this
presentation shall not be incorporated by reference into any of the Company's
registration statements, reports, or filings under the Securities Act or the
Exchange Act.
<TABLE>
<CAPTION>
1989 1990 1991 1992 1993 1994
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
GTI Corporation......................... 100 71 342 900 921 558
Russell 2000 Index...................... 100 80 117 139 166 163
Nasdaq Electronic Components Index...... 100 97 138 216 296 328
</TABLE>
14
<PAGE> 18
PROPOSAL TWO
RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTANTS
(ITEM 2 ON THE PROXY CARD)
Arthur Andersen LLP served as the Company's independent public accountants
in 1994 and, upon recommendation of the Audit Committee, has been selected by
the Company's Board of Directors to serve for 1995 subject to the ratification
of such selection at the Annual Meeting. If the stockholders do not ratify the
selection of Arthur Andersen LLP, the appointment of the independent public
accountants will be reconsidered by the Board. Representatives of Arthur
Andersen LLP will be present at the Annual Meeting, may make a statement if they
so desire, and will be available to respond to appropriate questions.
Ratification of the selection of Arthur Andersen LLP as the Company's
independent public accountants for 1995 requires the affirmative vote of the
holders of a majority of the votes represented by the outstanding shares of
Common Stock and Preferred Stock, voting together as a single class, present in
person or by proxy at the Annual Meeting and entitled to vote thereon.
Telemetrix PLC, which as of the record date beneficially owned 48.4% of the
outstanding shares of Common Stock and 100% of the outstanding shares of
Preferred Stock, has indicated its intention to ratify such selection.
THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS A VOTE FOR THE
RATIFICATION OF THE SELECTION OF ARTHUR ANDERSEN LLP AS THE COMPANY'S
INDEPENDENT PUBLIC ACCOUNTANTS.
METHODS AND EXPENSES OF SOLICITATION
The cost of solicitation of the enclosed form of proxy will be borne by the
Company. Solicitation will be made primarily through the use of the mails, but
directors, officers and regular employees of the Company may solicit proxies
personally, by mail, or by telephone and telegraph. The Company has retained
Corporate Investors Communication Co. at a cost of approximately $4,000 to
solicit proxies from brokers. The Company will reimburse banks, brokers, and
other custodians, nominees, and fiduciaries for their reasonable expenses
incurred in sending proxy material to beneficial owners and obtaining their
proxies.
STOCKHOLDERS' PROPOSALS
Any stockholder who intends to submit a proposal for action at the 1996
Annual Meeting of Stockholders must provide notice to the Company, which must be
received on or before December 5, 1995, in order for the proposal to be included
in management's proxy statement and form of proxy relating to the 1996 Annual
Meeting.
By Order of the Board of Directors,
Douglas J. Downs
Secretary
April 7, 1995
San Diego, California
15
<PAGE> 19
COMMON STOCK
PROXY
GTI CORPORATION
ANNUAL MEETING OF STOCKHOLDERS, MAY 10, 1995
The undersigned hereby appoints Henry N. Huta, Jesse Rifkind, and Robert
E. Venter and each of them, with power of substitution in each, as proxies or
proxy to represent the undersigned at the Annual Meeting of the Stockholders of
GTI Corporation (the "Company") to be held at the Sheraton Grande Torrey Pines,
10950 North Torrey Pines Road, La Jolla, California, on Wednesday, May 10,
1995, at 10:00 a.m., local time, and at any adjournment or adjournments
thereof, and to vote the number of shares of Common Stock, which the
undersigned would be entitled to vote if personally present, (a) in the manner
designated on the reverse side hereof with respect to the election of directors
and the other identified proposals and (b) in their discretion on such other
matters as may properly come before the meeting or any adjournments thereof.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
This proxy when properly executed will be voted in the manner directed
herein. If no direction is made, this proxy will be voted "FOR" all nominees
and proposals listed on the reverse side thereof.
(Continued and to be marked, dated, and signed on the other side.)
FOLD AND DETACH HERE
GTI CORPORATION Annual Meeting of Stockholders
Wednesday, May 10, 1995
10:00 a.m.
The Sheraton Grande Torrey Pines
10950 North Torrey Pines Road
La Jolla, California
STOCKHOLDERS WHO DO NOT EXPECT TO ATTEND THE MEETING AND DESIRE TO HAVE THEIR
STOCK VOTED AT THE MEETING ARE REQUESTED TO COMPLETE, DATE, AND SIGN THE ABOVE
PROXY ON THE REVERSE SIDE AND RETURN THE SAME IN THE ENCLOSED ENVELOPE, WHICH
REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.
<PAGE> 20
I plan to attend.
/ /
(1) ELECTION OF DIRECTORS:
Timothy M. Curtis, Edmund B. Fitzgerald, Andre R. Horn, Henry H. Huta,
Gary L. Luick, Kenneth E. Maud, Jesse F. Rifkind, Robert E. Venter,
and Arthur S. Walsh.
FOR ALL WITHHOLD
NOMINEES AUTHORITY
listed except as to vote for all
otherwise indicated nominees listed.
with respect to
individual nominees.
/ / / /
(To withhold authority to vote for any individual nominee, write the
name on the following line.)
-----------------------------------------------------------------------
(2) RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTANTS:
Ratification of the selection of Arthur Andersen LLP as the Company's
independent public accountants for 1995.
FOR AGAINST ABSTAIN
/ / / / / /
DATED:
--------------------------------
--------------------------------------
--------------------------------------
Signature(s)
Please sign exactly as your name
appears on this proxy. When signing as
attorney, executor, administrator,
trustee, guardian, etc., or as officer
of a corporation, give full title. For
joint accounts obtain both signatures.
- - --------------------------------------------
"PLEASE MARK INSIDE BLUE BOXES SO THAT DATA
PROCESSING EQUIPMENT WILL RECORD YOUR VOTES"
- - --------------------------------------------
FOLD AND DETACH HERE
<PAGE> 21
PREFERRED STOCK
PROXY
GTI CORPORATION
ANNUAL MEETING OF STOCKHOLDERS, MAY 10, 1995
The undersigned hereby appoints Henry N. Huta, Jesse Rifkind, and Robert
E. Venter and each of them, with power of substitution in each, as proxies or
proxy to represent the undersigned at the Annual Meeting of the Stockholders of
GTI Corporation (the "Company") to be held at the Sheraton Grande Torrey Pines,
10950 North Torrey Pines Road, La Jolla, California, on Wednesday, May 10,
1995, at 10:00 a.m., local time, and at any adjournment or adjournments
thereof, and to vote the number of shares of $35.00 Cumulative Convertible
Preferred Stock, which the undersigned would be entitled to vote if personally
present, (a) in the manner designated on the reverse side hereof with respect
to the election of directors and the other identified proposals and (b) in
their discretion on such other matters as may properly come before the meeting
or any adjournments thereof.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
This proxy when properly executed will be voted in the manner directed
herein. If no direction is made, this proxy will be voted "FOR" all nominees
and proposals listed on the reverse side thereof.
(Continued and to be marked, dated, and signed on the other side.)
FOLD AND DETACH HERE
GTI CORPORATION Annual Meeting of Stockholders
Wednesday, May 10, 1995
10:00 a.m.
The Sheraton Grande Torrey Pines
10950 North Torrey Pines Road
La Jolla, California
STOCKHOLDERS WHO DO NOT EXPECT TO ATTEND THE MEETING AND DESIRE TO HAVE THEIR
STOCK VOTED AT THE MEETING ARE REQUESTED TO COMPLETE, DATE, AND SIGN THE ABOVE
PROXY ON THE REVERSE SIDE AND RETURN THE SAME IN THE ENCLOSED ENVELOPE, WHICH
REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.
<PAGE> 22
I plan to attend.
/ /
(1) ELECTION OF DIRECTORS:
Timothy M. Curtis, Edmund B. Fitzgerald, Andre R. Horn, Henry H. Huta,
Gary L. Luick, Kenneth E. Maud, Jesse F. Rifkind, Robert E. Venter,
and Arthur S. Walsh.
FOR ALL WITHHOLD
NOMINEES AUTHORITY
listed except as to vote for all
otherwise indicated nominees listed.
with respect to
individual nominees.
/ / / /
(To withhold authority to vote for any individual nominee, write the
name on the following line.)
-----------------------------------------------------------------------
(2) RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTANTS:
Ratification of the selection of Arthur Andersen LLP as the Company's
independent public accountants for 1995.
FOR AGAINST ABSTAIN
/ / / / / /
DATED:
--------------------------------
--------------------------------------
--------------------------------------
Signature(s)
Please sign exactly as your name
appears on this proxy. When signing as
attorney, executor, administrator,
trustee, guardian, etc., or as officer
of a corporation, give full title. For
joint accounts obtain both signatures.
- - --------------------------------------------
"PLEASE MARK INSIDE BLUE BOXES SO THAT DATA
PROCESSING EQUIPMENT WILL RECORD YOUR VOTES"
- - --------------------------------------------
FOLD AND DETACH HERE
