<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 / /
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 sec.240.14a-11(c) or sec.240.14a-12
HUBBELL INCORPORATED
--------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
HUBBELL INCORPORATED
--------------------------------------------------------------------------------
(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
[HUBBELL INCORPORATED LOGO]
HUBBELL INCORPORATED
584 Derby Milford Road, Orange, Connecticut 06477-4024
--------------------------------------------------------------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS TO BE HELD MAY 1, 1995
--------------------------------------------------------------------------------
TO THE SHAREHOLDERS:
Notice is hereby given that the Annual Meeting of Shareholders of Hubbell
Incorporated (the "Company") will be held at the Akron West Hilton Inn, 3180
West Market Street, Akron, Ohio 44333, on Monday, May 1, 1995 at 9:00 A.M. local
time for the purpose of considering and acting upon the following:
1. Election of Directors of the Company for the ensuing year, to
serve until the next Annual Meeting of Shareholders of the Company and
until their respective successors may be elected and qualified.
The following persons have been designated by the Board of Directors
for nomination as Directors:
<TABLE>
<S> <C> <C>
E. Richard Brooks Malcolm Wallop Joel S. Hoffman
George W. Edwards, Jr. Daniel J. Meyer G. Jackson Ratcliffe
Andrew McNally IV Horace G. McDonell John A. Urquhart
</TABLE>
2. The ratification of the selection of independent accountants to
examine the annual financial statements for the Company for the year 1995.
3. The transaction of such other business as may properly come before
the meeting and any adjournments thereof.
Accompanying this Notice of Annual Meeting is a form of proxy and a proxy
statement. Copies of the Company's Annual Report for the year ended December 31,
1994 have been mailed under separate cover to all shareholders.
--------------------------------------------------------------------------------
IMPORTANT: IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THIS MEETING.
THEREFORE, PLEASE FILL IN, DATE, AND SIGN THE ENCLOSED PROXY AND MAIL IT
PROMPTLY IN THE ENCLOSED ENVELOPE. NO STAMP IS NECESSARY IF MAILED IN THE UNITED
STATES.
--------------------------------------------------------------------------------
<PAGE> 3
The Board of Directors has fixed the close of business on March 17, 1995 as
the record date for the determination of shareholders entitled to notice of and
to vote at such meeting and any adjournments thereof. The transfer books will
not be closed.
By order of the Board of Directors
RICHARD W. DAVIES
Secretary
Dated: March 24, 1995
<PAGE> 4
HUBBELL INCORPORATED
PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 1, 1995
------------------
The accompanying proxy is solicited by and on behalf of the Board of
Directors of Hubbell Incorporated, a Connecticut corporation (the "Company"), to
be voted at its Annual Meeting of Shareholders to be held at the Akron West
Hilton Inn, 3180 West Market Street, Akron, Ohio 44333, on Monday, May 1, 1995,
and any adjournments thereof. Commencing on or about March 30, 1995, copies of
this Proxy Statement and the proxy form are being mailed to all shareholders.
Copies of the Company's Annual Report for 1994 have been mailed under separate
cover to all shareholders.
Any shareholder executing a proxy may revoke it at any time prior to its
use. The Company will treat any duly executed proxy as not revoked until it
receives a duly executed instrument revoking it, or a duly executed proxy
bearing a later date or, in the case of death or incapacity of the person
executing the same, written notice thereof. A proxy also may be revoked by
voting by ballot at the annual meeting.
VOTING RIGHTS AND SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The record date for the determination of shareholders entitled to vote at
the meeting is the close of business on March 17, 1995. On March 17, 1995, the
Company had outstanding 5,874,164 shares of Class A Common Stock, par value $.01
per share, and 27,094,539 shares of Class B Common Stock, par value $.01 per
share, and no other voting securities. Each share of Class A Common Stock is
entitled to twenty votes and each share of Class B Common Stock is entitled to
one vote. The vote required for each proposal to be acted upon at this meeting
is set forth in the description of that proposal.
The following table sets forth as of March 17, 1995, or such other date as
indicated in the table, each of the persons known to the Company to own
beneficially shares representing more than 5% of any class of the Company's
outstanding voting securities, with the percent of class stated therein being
based upon the outstanding shares on March 17, 1995.
<PAGE> 5
<TABLE>
<CAPTION>
AMOUNT AND
NATURE OF
NAME AND ADDRESS OF BENEFICIAL PERCENT
TITLE OF CLASS BENEFICIAL OWNER OWNERSHIP OF CLASS
----------------------- ------------------- ---------- --------
<S> <C> <C> <C>
Class A Common Stock Robert N. Flint, Andrew 1,367,120(1)(2)(4) 23.27%
McNally IV, and G. J.
Ratcliffe, as trustees under
a Trust Indenture dated
September 2, 1957 made by
Louie E. Roche (the "Roche
Trust"), c/o Hubbell
Incorporated, 584 Derby
Milford Road, Orange, Con-
necticut 06477
Class A Common Stock Robert N. Flint, Andrew 927,920(2)(3)(4) 15.80
McNally IV, and G. J.
Ratcliffe, as trustees under
a Trust Indenture dated
August 23, 1957 made by
Harvey Hubbell (the "Hubbell
Trust"), c/o Hubbell
Incorporated, 584 Derby
Milford Road, Orange,
Connecticut 06477
Class B Common Stock Delaware Management Company, 1,400,775(5) 5.17
Inc. 1818 Market Street,
Philadelphia, Pennsylvania
19103
</TABLE>
---------------
(1) The beneficiaries of such trust are the issue of Harvey Hubbell and
their spouses.
(2) The Trust Indenture requires that, so long as no bank or trust company
is acting as a trustee, there shall be three individuals acting as trustees,
each of whom, so long as any securities of the Company are held by the trust,
must be an officer or Director of the Company. The Trust Indenture provides that
successor trustees are to be appointed by the trustees then in office. The
trustees have shared voting and investment power with respect to the securities
of the Company held in such trust.
(3) The beneficiaries of such trust are Virginia H. Leighton during her
life and thereafter the issue of Harvey Hubbell.
(4) In addition, Messrs. Flint, McNally and Ratcliffe beneficially own
shares of the Company's Common Stock. Mr. Ratcliffe holds unexercised options
for the purchase of the Company's Common Stock and is a Trustee of the Harvey
Hubbell Foundation which owns 53,152 shares of Class A Common Stock and 14,679
shares of Class B Common Stock. (See "Election of Directors" and table captioned
"Aggregated Options/SAR Exercises During 1994 Fiscal Year and Fiscal Year-End
Option/SAR Values".)
(5) The Company has been advised by Delaware Management Company, Inc. that
as of March 9, 1995, it had aggregate beneficial ownership of 1,400,775 Class B
Common shares with sole voting power for 1,303,805 of such shares, and sole
dispositive power for 1,400,775 of such shares.
------------------
2
<PAGE> 6
The following table sets forth as of March 17, 1995, the equity securities
of the Company beneficially owned by each of the Directors and named executive
officers of the Company, and by all Directors and executive officers of the
Company as a group (15 persons):
<TABLE>
<CAPTION>
AMOUNT AND
NATURE OF PERCENT
BENEFICIAL OF
NAME TITLE OF CLASS OWNERSHIP(1)(2) CLASS
---- -------------- --------------- -------
<S> <C> <C> <C>
E. Richard Brooks.................... Class A Common 300 0.01%
George W. Edwards, Jr. .............. Class A Common 500 0.01
Class B Common 78 --
Robert N. Flint(7)................... Class A Common 2,299,082(3) 39.14
Class B Common 116,312(4) 0.43
Joel S. Hoffman...................... Class A Common 1,179 0.02
Class B Common 217 --
Horace G. McDonell................... Class A Common 500 0.01
Class B Common 136 --
Andrew McNally IV.................... Class A Common 2,295,040(3) 39.07
Class B Common 119,008(4) 0.44
Daniel J. Meyer...................... Class B Common 363 --
G. Jackson Ratcliffe................. Class A Common 2,410,336(3)(5) 41.03
Class B Common 307,139(4)(6) 1.13
John A. Urquhart..................... Class B Common 913 --
Malcolm Wallop....................... -- -- --
Vincent R. Petrecca.................. Class A Common 51,330 0.87
Class B Common 96,135 0.35
Harry B. Rowell, Jr. ................ Class A Common 91,077(5) 1.55
Class B Common 94,728(6) 0.35
Thomas H. Pluff...................... Class A Common 4,628 0.08
Class B Common 21,085 0.08
Richard W. Davies.................... Class A Common 70,927(5) 1.21
Class B Common 40,580(6) 0.15
All Directors and executive officers
as a group......................... Class A Common 2,538,265(3)(5) 43.21
Class B Common 556,874(4)(6) 2.06
</TABLE>
---------------
(1) The figures in the table and notes thereto represent beneficial ownership
and sole voting and investment power except where indicated and include the
following shares obtainable within sixty days of March 17, 1995 by the
exercise of stock options pursuant to the Company's 1973 Stock Option Plan
for Key Employees (the "1973 Plan"): Mr. Ratcliffe -- 120,855 shares of
Class B Common, Mr. Petrecca -- 30,585 shares of Class A Common and 65,055
shares of Class B Common, Mr. Rowell -- 20,200 shares
3
<PAGE> 7
of Class A Common and 56,143 shares of Class B Common, Mr. Pluff -- 2,000
shares of Class A Common and 20,865 shares of Class B Common, and Mr.
Davies -- 8,500 shares of Class A Common and 16,251 shares of Class B
Common; all executive officers as a group -- 70,635 shares of Class A Common
Stock and 297,603 shares of Class B Common Stock.
(2) Does not include share units (each representing one share each of Class A
Common Stock and Class B Common Stock) credited to and held under the
Company's deferred compensation program for Directors who are not employees
of the Company, as discussed below under "Compensation of Directors". As of
March 17, 1995, the following stock units have been credited under the
deferred compensation program: Mr. Brooks -- 213; Mr. Edwards -- 1,102; Mr.
Flint -- 8,016; Mr. Hoffman -- 2,245; Mr. McDonell -- 3,801; Mr.
McNally -- 6,811; Mr. Meyer -- 813; and Mr. Urquhart -- 147.
(3) Includes 1,367,120 shares of Class A Common Stock owned by the Roche Trust
of which Messrs. Flint, McNally and Ratcliffe are co-trustees and have
shared voting and investment power; and 927,920 shares of Class A Common
Stock owned by the Hubbell Trust of which Messrs. Flint, McNally and
Ratcliffe are co-trustees and have shared voting and investment power.
(4) Includes 68,356 shares of Class B Common Stock owned by the Roche Trust of
which Messrs. Flint, McNally and Ratcliffe are co-trustees and have shared
voting and investment power; and 46,396 shares of Class B Common Stock owned
by the Hubbell Trust of which Messrs. Flint, McNally and Ratcliffe are
co-trustees and have shared voting and investment power.
(5) Includes 53,152 shares of Class A Common Stock held by the Harvey Hubbell
Foundation of which Messrs. Ratcliffe, Rowell and Davies are co-trustees and
have shared voting and investment power.
(6) Includes 14,679 shares of Class B Common Stock held by the Harvey Hubbell
Foundation of which Messrs. Ratcliffe, Rowell and Davies are co-trustees and
have shared voting and investment power.
(7) Not standing for reelection.
ELECTION OF DIRECTORS
The Company's By-Laws provide that the Board of Directors shall consist of
not less than three nor more than eleven Directors who shall be elected annually
by the shareholders. The Board has fixed the number of Directors at nine, and
the following persons are proposed as Directors of the Company to hold office
until the next Annual Meeting of Shareholders and until their respective
successors have been duly elected and qualified. In the event that any of the
nominees for Directors should become unavailable, it is intended that the shares
represented by the proxies will be voted for such substitute nominees as may be
nominated by the Board of Directors, unless the number of Directors constituting
a full Board of Directors is reduced. The Directors will be elected by plurality
vote. Any shares represented but not voted (whether by abstention,
4
<PAGE> 8
broker non-vote or otherwise) have no impact in the election of Directors except
to the extent that the failure to vote for an individual results in another
individual receiving a larger number of votes. Mr. Flint is retiring as a
Director of the Company after serving the Company's shareholders in that
capacity since 1980.
<TABLE>
<CAPTION>
YEAR FIRST
BECAME A
NAME AGE(1) PRINCIPAL OCCUPATION DIRECTOR
---- ------- ------------------------------------------- ----------
<S> <C> <C> <C>
G. Jackson Ratcliffe..... 58 Chairman of the Board, President and Chief 1980
Executive Officer of the Company. Director of
Aquarion Company, Praxair, Inc. and Olin
Corporation.
E. Richard Brooks........ 57 Chairman, President and Chief Executive 1993
Officer of Central and South West Corporation
(utility holding company).
George W. Edwards, 55 President and Chief Executive Officer of The 1990
Jr. ................... Kansas City Southern Railway Company
(railroad). Director and Executive Vice
President of Kansas City Southern
Industries, Inc., and Director of El Paso
Electric Company and Aquarion Company.
Robert N. Flint.......... 73 Retired Senior Vice President and Comptroller 1980
of American Telephone & Telegraph Company
(telecommunications).
Joel S. Hoffman.......... 56 Partner of Simpson Thacher and Bartlett, a New 1989
York City law firm.
Horace G. McDonell....... 66 Retired Chairman and Chief Executive Officer 1985
of The Perkin-Elmer Corporation (manufacturer
of diverse high technology products).
Director of Ethan Allen Interiors Inc.
Andrew McNally IV........ 55 Chairman and Chief Executive Officer of Rand 1980
McNally & Company (printing, publishing and
map-making). Director of Mercury Finance,
Walter Foster Publications, Allendale Mutual
Insurance Company, Morgan Stanley Asia
Pacific Fund, Latin American Discovery Fund,
and Zenith Electronics Corp.
Daniel J. Meyer.......... 58 Chairman of the Board and Chief Executive 1989
Officer of Cincinnati Milacron Inc. (factory
automation for metal working and plastics
processing). Director of Star Banc
Corporation and The E. W. Scripps Company.
</TABLE>
5
<PAGE> 9
<TABLE>
<CAPTION>
YEAR FIRST
BECAME A
NAME AGE(1) PRINCIPAL OCCUPATION DIRECTOR
---- ------- -------------------------------------------- ----------
<S> <C> <C> <C>
John A. Urquhart......... 66 President of John A. Urquhart Associates 1991
(management consultant) and Vice Chairman and
a Director of Enron Corp. (natural gas
pipeline system). Director of Teco Energy,
Incorporated, a public utility holding
company, and its subsidiary, Tampa Electric
Company, Aquarion Company, and The Weir
Group plc.
Malcolm Wallop........... 62 Chairman and President of Frontiers of Freedom 1995
Foundation (non-profit foundation). Director
of El Paso Natural Gas Company.
</TABLE>
---------------
(1) As of March 17, 1995.
Each of the individuals was elected as a Director by the shareholders of
the Company, except Mr. Wallop.
During the five years ended December 31, 1994, Messrs. Flint, Hoffman, and
McDonell have either been retired or held the principal occupation set forth
above opposite their names.
Mr. Ratcliffe has been Chairman of the Board since June 30, 1987, President
and Chief Executive Officer since January 1, 1988, and prior to those dates had
held various other offices.
Mr. Brooks has served as Chairman and Chief Executive Officer of Central
and South West Corporation since February, 1991, and as its President since
September, 1990. From January, 1990 to September, 1990, Mr. Brooks was Chief
Operating Officer and from June, 1987 to December, 1989, he was Executive Vice
President.
Mr. Edwards has served as President and Chief Executive Officer of The
Kansas City Southern Railway Company since April 1, 1991. He served as Chairman
of The United Illuminating Company from 1987 to 1991, as its Chief Executive
Officer from 1985-1991, and prior to those dates had held various other offices.
Mr. McNally has served as Chairman of the Board of Rand McNally & Company
since May, 1993, Chief Executive Officer since 1978, and President from 1974 to
May, 1993.
Mr. Meyer has served as Chief Executive Officer of Cincinnati Milacron Inc.
since 1990, and as its Chairman of the Board since January 1, 1991. From 1987 to
1991, Mr. Meyer was President, from 1987 to 1990, he was Chief Operating
Officer, and prior to those dates had held various other offices.
Mr. Urquhart has served as Vice Chairman of Enron since August 1, 1991. He
also served as Senior Vice President, General Electric Company Industrial &
Power Systems from 1986 until his retirement in 1990, and prior to that date had
held various other offices.
6
<PAGE> 10
Mr. Wallop has served as President of Frontiers of Freedom Foundation since
January 2, 1995. From 1976 until his retirement on January 1, 1995, he served as
a United States Senator from the State of Wyoming.
Messrs. Brooks, Flint, Hoffman, McDonell, Meyer, and Urquhart serve as
members of the Audit Committee, with Mr. McDonell as Chairman. The Audit
Committee, which consists of Directors who are not employees of the Company, met
three times in 1994. The Audit Committee recommends to the Board of Directors of
the Company the appointment of independent accountants to serve as auditors for
the following year, subject to ratification by the shareholders at the Annual
Meeting; meets periodically with the independent accountants, internal auditors,
and appropriate personnel responsible for the management of the Company and
subsidiary companies concerning the adequacy of internal controls and the
objectivity of the financial reporting of the Company; and reviews and approves
the scope of the audit and fees for audit and non-audit services performed by
the independent accountants. The independent accountants and the Company's
internal auditors each meet alone with the Audit Committee and have access at
any time to the Audit Committee.
Messrs. Edwards, Flint, Hoffman, McDonell, and Ratcliffe serve as members
of the Executive Committee, with Mr. Ratcliffe as Chairman. The Executive
Committee, which did not meet in 1994, exercises, during the intervals between
the meetings of the Board of Directors, all the powers of the Board of Directors
in the management of the business, properties and affairs of the Company, except
certain powers enumerated in the By-Laws of the Company.
Messrs. Edwards, Flint, McDonell and McNally IV serve as members of the
Compensation Committee, with Mr. Flint as Chairman. The Compensation Committee,
which met two times in 1994, is charged with the duties of recommending to the
Board of Directors the remuneration (salary plus additional compensation and
benefits) of the Chief Executive Officer and, after consultation with him, the
remuneration of all other corporate officers; reviewing the remuneration for
senior executives; approving stock option grants; recommending (for approval) to
the Board of Directors pension changes, and other significant benefits or
perquisites; reviewing the existing senior executive resources of the Company
and the plans for the development of qualified candidates, and reporting to the
Board of Directors annually; recommending to the Board of Directors (for
approval) changes proposed by the Chief Executive Officer pertaining to
organization structure or appointment of the Company's officers; and conducting
annually with the Chief Executive Officer an appraisal of the performance of the
Chief Executive Officer and reviewing the latter's appraisal of the performance
of the other members of the Company's key management group.
Messrs. Brooks, McNally, Meyer, Ratcliffe, and Urquhart serve as members of
the Finance Committee, with Mr. McNally as Chairman. The Finance Committee,
which met two times in 1994, recommends to the Board of Directors of the Company
proposals concerning long and short-term financing, material divestments and
acquisitions, cash and stock dividend policies, programs to repurchase the
Company's stock, stock splits, and other proposed changes in the Company's
capital structure; periodically reviews the Company's capital expenditure policy
and recommends changes to the Board of Directors, where appropriate, and, when
requested by the Board of Directors, reviews and makes recommendations to the
Board of Directors with respect to proposals concerning major capital
expenditures and leasing arrangements; reviews annually the Company's insurance
programs and their adequacy to protect against major losses and liabilities;
reviews and
7
<PAGE> 11
monitors the administration and asset management of the Company's employee
benefit plans, including the selection of investment and other advisors, the
allocation of assets between fixed and equity, and the performance of plan
investment managers; and reviews and monitors the administration of the
Company's cash and investment portfolios, including the Company's investment
guideline policies.
The Board of Directors does not have a nominating committee. This function
is performed by the Board of Directors as a whole. The Company's By-Laws contain
time limitations, procedures and requirements relating to shareholder
nominations of Directors. Any shareholder who intends to bring before the annual
meeting of shareholders any nomination for Director shall deliver not less than
fifty days prior to the date of the meeting written notice to the Secretary of
the Company setting forth specified information with respect to the shareholder
and additional information as would be required under Securities and Exchange
Commission ("SEC") regulations for a proxy statement used to solicit proxies for
such nominee.
Five meetings of the Board of Directors of the Company were held during the
year ended December 31, 1994. During 1994, no Director attended fewer than 75%
of the aggregate number of meetings of the Board of Directors and meetings of
committees thereof of which he was a member.
8
<PAGE> 12
EXECUTIVE COMPENSATION
CASH AND OTHER FORMS OF COMPENSATION
The following table sets forth the aggregate cash and other compensation
paid or accrued by the Company for services rendered in all capacities to the
Company and its subsidiaries to the Company's Chief Executive Officer and the
four other most highly compensated executive officers of the Company for the
three fiscal years ended December 31, 1994.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
COMPEN-
ANNUAL COMPENSATION SATION
----------------------------- -----------
OTHER SECURITIES ALL
ANNUAL UNDERLYING OTHER
COMPEN- OPTIONS/ COMPEN-
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS(1) SATION SARS(2) SATION(3)
--------------------------------------------- ---- -------- -------- ------- ----------- ---------
<S> <C> <C> <C> <C> <C> <C>
G. J. Ratcliffe.............................. 1994 $456,190 $450,000 $15,034 52,500 $42,833
Chairman of the Board, President 1993 442,900 340,000 6,789 42,000 41,651
and Chief Executive Officer 1992 430,000 340,000 5,813 52,500 37,477
V. R. Petrecca............................... 1994 282,530 235,000 1,275 20,160 3,833
Executive Vice President 1993 274,300 193,000 2,242 16,800 3,651
1992 266,300 193,000 2,758 21,000 3,477
H. B. Rowell................................. 1994 276,350 210,000 5,945 20,160 3,833
Executive Vice President 1993 268,300 190,000 5,326 16,800 3,651
1992 260,500 190,000 3,572 21,000 3,477
T. H. Pluff.................................. 1994 215,300 85,000 3,460 6,300 3,833
Group Vice President 1993 209,000 85,000 3,709 6,300 3,651
1992 203,000 80,000 3,537 8,400 3,477
R. W. Davies................................. 1994 164,700 64,800 3,814 5,670 3,833
General Counsel and Secretary 1993 159,900 54,000 3,566 4,725 3,651
1992 155,200 54,000 2,879 5,250 3,477
</TABLE>
---------------
(1) Reflects bonus earned during fiscal year under the Company's incentive
compensation plan.
(2) Class B Common Stock, adjusted to reflect the 5% stock dividend effected on
February 3, 1995.
(3) Includes (a) premiums under the Company's supplemental medical plan which
provides for reimbursement of certain medical expenses not covered by the
Company's group insurance policy and (b) Director's fees for Mr. Ratcliffe
of $39,000 in 1994, $38,000 in 1993, and $34,000 in 1992.
9
<PAGE> 13
OPTIONS/SAR GRANTS DURING 1994 FISCAL YEAR
The following table provides information on option grants in fiscal 1994 to
the named executive officers of the Company.
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS POTENTIAL REALIZABLE
-------------------------------------------------------------- VALUE AT
NUMBER OF PERCENT OF ASSUMED ANNUAL
SECURITIES TOTAL RATES OF STOCK PRICE
UNDERLYING OPTIONS/SARS EXERCISE APPRECIATION FOR
OPTIONS/ GRANTED TO OR BASE OPTION TERM
SARS EMPLOYEES PRICE EXPIRATION -----------------------
NAME GRANTED(1)(2) IN FISCAL YEAR ($/SHARE)(2) DATE 5%(3) 10%(3)
------------------------------- -------------- ----------------- ------------ ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
G. J. Ratcliffe.............. 52,500 14.1% $ 51.429 12/12/04 $1,701,014 $4,293,036
V. R. Petrecca............... 20,160 5.4 51.429 12/12/04 653,189 1,648,526
H. B. Rowell................. 20,160 5.4 51.429 12/12/04 653,189 1,648,526
T. H. Pluff.................. 6,300 1.7 51.429 12/12/04 204,122 515,164
R. W. Davies................. 5,670 1.5 51.429 12/12/04 183,710 463,648
</TABLE>
---------------
(1) Non-qualified options to acquire shares of Class B Common Stock of the
Company were granted on December 13, 1994 at 100% of the fair market value
of the Class B Common Stock on the date of grant. No portion of the option
is exercisable before the first anniversary of the date of grant; on that
anniversary and the two subsequent anniversaries of the date of grant the
option becomes exercisable as to one-third of the total number of Class B
Common shares covered by the option so that the option becomes fully
exercisable commencing on the third anniversary of the date of grant. The
exercise price of an option may be paid in cash or in shares of either the
Company's Class A Common Stock or Class B Common Stock, or a combination
thereof. The 1973 Plan provides for the acceleration of all options (other
than incentive stock options granted on or after January 1, 1987) in the
event of a "Change of Control" as defined in the 1973 Plan. In the event of
a Change of Control, participants who are officers, and other participants
who are designated by the Compensation Committee, would have the right to
surrender their then exercisable options, including those accelerated
(except any options which are incentive stock options granted prior to March
10, 1987) within the thirty-day period following the Change of Control and
to receive in cash the amount by which the highest closing price within the
sixty days preceding the Change of Control of the common stock underlying
the option exceeds the option price for such common stock.
(2) Adjusted to reflect the 5% stock dividend effected on February 3, 1995.
(3) The potential realizable value illustrates value that might be realized upon
exercise of the options immediately prior to the expiration of their
ten-year term, assuming the specified compounded rates of appreciation on
the Company's Class B Common Stock over the term of the options. These
numbers do not take into account provisions of the options providing for
cancellation of the option following termination of employment,
nontransferability, or vesting over periods of up to three years.
10
<PAGE> 14
AGGREGATED OPTIONS/SAR EXERCISES DURING 1994 FISCAL YEAR
AND FISCAL YEAR-END OPTION/SAR VALUES
The following table provides information on stock option exercises in
fiscal 1994 by the named executive officers of the Company and the value of such
officers' unexercised stock options at December 31, 1994.
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
OPTIONS/SARS AT FISCAL IN-THE-MONEY OPTIONS/SARS AT
SHARES YEAR-END(1) FISCAL YEAR-END(2)
ACQUIRED VALUE --------------------------- ------------------------------
NAME ON EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
----------------------- ----------- ----------- ----------- ------------- ----------- ----------------
<S> <C> <C> <C> <C> <C> <C>
G. J. Ratcliffe........ 0 $ -- 120,855 98,000 $ 821,577 $178,259
V. R. Petrecca......... 0 -- 95,640 38,360 1,437,033 69,774
H. B. Rowell........... 0 -- 76,343 38,360 887,254 69,774
T. H. Pluff............ 1,000(3) 16,927 22,865 13,300 182,528 23,871
R. W. Davies........... 0 -- 24,751 10,570 326,647 19,624
</TABLE>
---------------
(1) Adjusted to reflect the 5% stock dividend effected on February 3, 1995.
(2) Limited to in-the-money stock options.
(3) Class A Common Stock.
PENSION PLANS
The Company has in effect a non-contributory defined benefit retirement
plan for salaried employees ("Basic Plan") and a supplemental executive
retirement plan ("SERP") which is an unfunded plan. Pension benefits are earned
under both the Basic Plan and the SERP. The annual benefits under the Basic Plan
are calculated as 1.50% of final compensation per year of total Company service,
which includes both basic compensation and bonuses, reduced by 1.50% of primary
social security benefit per year of service. SERP benefits are calculated as 5%
of final total compensation (basic compensation and bonuses as reflected in the
Salary and Bonus columns under the Summary Compensation Table on page 9 hereof)
per year of SERP service up to a maximum of 50%, offset by benefits payable
under the Basic Plan. No SERP benefit is payable if a participant terminates
employment prior to age 55 with less than 10 years of SERP service. The
following table illustrates annual pension benefits pursuant to the SERP (which
is greater in each instance than benefits payable under the Basic Plan) under
the joint and survivor annuity form upon retirement at age 65 to executive
officers in the specified salary classifications:
<TABLE>
<CAPTION>
TOTAL PENSION (ON 3 HIGHEST IN LAST 10 YEARS)
--------------------------------------------- ANNUAL BENEFIT FOR YEARS OF SERVICE INDICATED(1)(2)
AVERAGE ANNUAL ------------------------------------------------------------
COMPENSATION 15 YRS. 20 YRS. 25 YRS. 30 YRS. 35 YRS.
--------------------------------------------- --------- --------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
$ 200,000 $ 100,000 $ 100,000 $100,000 $100,000 $100,000
400,000 200,000 200,000 200,000 200,000 200,000
600,000 300,000 300,000 300,000 300,000 300,000
800,000 400,000 400,000 400,000 400,000 400,000
1,000,000 500,000 500,000 500,000 500,000 500,000
1,200,000 600,000 600,000 600,000 600,000 600,000
</TABLE>
---------------
(1) The estimated annual benefits are based upon the assumptions that the
individual will remain in the employ of the Company until age 65 and that
the plans will continue in their present form.
11
<PAGE> 15
(2) Years of SERP Service at December 31, 1994:
<TABLE>
<CAPTION>
OFFICER SERVICE
--------------------------------------------- -------
<S> <C>
Mr. Ratcliffe................................ 20
Mr. Petrecca................................. 10
Mr. Rowell................................... 15
Mr. Pluff.................................... 5
Mr. Davies................................... 12
</TABLE>
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The total direct compensation package for the Company's executives is made
up of three elements: base salary, a short-term incentive program in the form of
a discretionary, performance-based bonus, and a long-term incentive program in
the form of stock options.
Total direct compensation for the Chief Executive Officer and the four
highest paid executive officers is based on the performance of the Company. The
Compensation Committee also reviews compensation data provided by outside
consultants. This data is provided for each element of the total direct
compensation package for comparable positions within (i) companies in the S&P
Electrical Equipment Index of similar size, and (ii) superior performing
companies in general industry of comparable size and complexity.
The Compensation Committee believes that the S&P Electrical Equipment
Index, made up of seven companies, provides limited comparison data and the use
of a broader database, including companies from general industry, ensure more
accurate comparisons and results.
Base salaries are determined by competitive data and individual levels of
responsibility. Target levels for bonuses and stock options for each executive
position are determined by competitive data; however, actual bonuses paid and
the number of stock options granted each executive are based upon the
achievement of Company financial plan goals which include factors such as net
sales, net income, and earnings per share.
In the past few years, the Company has adopted a more aggressive
incentive-pay-for-performance posture. During this period, the competitive
position, or emphasis, on base salaries has been lowered. Bonus and stock option
opportunities thereby represent a greater portion in the total direct
compensation package, enhancing the Company's goal of linking pay more directly
to financial performance.
While these comments are directed towards compensation for the Chief
Executive Officer and the four highest paid executive officers, the Compensation
Committee employs similar procedures to determine the compensation levels of
other executives as well.
BASE SALARY
The Company defines its market competitive position for base salaries as
the 50th percentile. This represents a change within the past few years from a
market competitive position of the 60th percentile for base salaries. To
determine the salary for the Chief Executive Officer and the four highest paid
executive officers, the Compensation Committee reviewed projected 1995 salary
data for companies within our industry
12
<PAGE> 16
and superior performing companies of comparable size and complexity. Based upon
this data, base salaries were established to approximate the 50th percentile for
comparable positions in companies both within our industry and superior
performing companies from general industry.
BONUS
Bonuses are paid pursuant to the Company's short-term incentive
compensation plan. Under the plan, 4% of the amount by which the Company's
consolidated earnings, as defined in the plan, for each fiscal year exceeds 10%
of the invested capital and long-term debt at the beginning of such fiscal year
is allocated to a bonus pool to be paid out to participating employees,
including the executive officers. Awards in varying amounts, up to one year's
salary, may be made from the pool at the discretion of the Compensation
Committee.
To establish target levels for executive officers' bonus awards, the
Compensation Committee uses data provided by outside consultants for comparable
positions at companies within our industry and companies from general industry
with comparable performance characteristics such as return on net sales and
return on equity.
In determining the 1994 bonus award for each executive officer, the
Compensation Committee's primary focus was the review of projected 1994 results
with regard to net sales, pre-tax profit, and earnings per share, compared to
actual results. The Compensation Committee recognized the success the Company
has had in achieving non-financial goals in the Company's acquisition and
restructuring programs, and in making strategic plan decisions, which are
expected to result in long-term growth and benefit the shareholders. As noted,
however, the Compensation Committee gave greater consideration to short-term
results, recognizing the Company had a strong business year in 1994 in net
sales, pre-tax profit, and earnings per share, in each case exceeding plan
targets. As a result, the 1994 bonuses of certain of the executive officers,
including the Chief Executive Officer, have increased for the first time in
three years.
STOCK OPTIONS
The Compensation Committee believes that the holding of Company stock
represents a unity of interest between executives and shareholders. In
determining target levels for stock option grants for each senior executive, the
Compensation Committee reviews data provided by an outside consultant. The data
provided is on comparable position pay levels at companies of comparable size in
financial performance and complexity. The actual number of stock option grants
for each executive officer is based upon the financial performance of the
Company, both in the short- and long-term. The Compensation Committee reviewed
1994 net sales, pre-tax profit and earnings per share. The Compensation
Committee also reviewed long-term strategic plans which will position the
Company for greater growth. In determining awards of stock option grants, the
Compensation Committee does not consider the executive officer's unexercised
stock option grants.
13
<PAGE> 17
In considering levels of stock option grants for the five highest paid
executive officers, the primary focus was to link the executives' long-term
compensation to the success of the Company's long-term strategic plans. The
Compensation Committee recognized that the Company has been successful in
positioning itself for long-term growth which will benefit shareholders. The
Compensation Committee also recognized that certain strategic plan decisions
previously made have had a positive impact on 1994 financial performance in the
areas of net sales, pre-tax profit and earnings per share. As a result, 1994
stock option grants of certain executive officers, including the Chief Executive
Officer, have increased over the prior year.
GENERAL MATTERS
Effective January 1, 1994, Internal Revenue Code Section 162(m) limits to
$1 million annually the amount that can be deducted by a publicly held
corporation for compensation paid to any of its top five executives (as
indicated in the Summary Compensation Table for that year), unless the
compensation in excess of $1 million is performance based or meets certain other
conditions. In 1994, the Company amended the 1973 Plan to qualify the 1973 Plan
as a performance based plan with respect to grants of options made at fair
market value, but decided not to amend the Company's incentive compensation plan
at that time.
The Compensation Committee believes that the total direct compensation
package, base salary, bonus and stock options, is appropriate for the Company's
executive officers and other executives, on the basis of competitive practice,
along with the Company's performance against established short- and long-term
financial performance goals.
Compensation Committee
Robert N. Flint, Chairman
George W. Edwards, Jr.
Horace G. McDonell
Andrew McNally IV
14
<PAGE> 18
CORPORATE PERFORMANCE GRAPH
The following graph compares the cumulative total stockholder return on the
Company's Class B Common Stock during the five fiscal years ended December 31,
1994, with a cumulative total return on the Standard & Poor's 500 Composite
Stock Index ("S&P 500 Composite Index") and the Standard & Poor's Electrical
Equipment Index ("S&P Electrical Equipment Index"). The comparison assumes $100
was invested on January 1, 1990 in the Company's Class B Common Stock and in
each of the foregoing indices and assumes reinvestment of dividends.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
AMONG HUBBELL, S&P 500 COMPOSITE INDEX & S&P ELECTRICAL EQUIPMENT INDEX
<TABLE>
<CAPTION>
MEASUREMENT PERIOD Hubbell S & P 500 S&P Electrical
(FISCAL YEAR COVERED) Incorporated Composite Index Equipment
<S> <C> <C> <C>
1990 105 97 92
1991 145 126 122
1992 155 136 133
1993 155 150 161
1994 157 152 163
</TABLE>
EMPLOYMENT AGREEMENTS
The Company has agreed to employ Mr. Ratcliffe for a three-year period and
Messrs. V.R. Petrecca and H.B. Rowell, Jr., for a two-year period at the
respective salaries (effective January 1, 1995) of $500,000, $293,830 and
$287,410 per annum. The Agreements are automatically extended on a daily basis
until notice of termination is given. The Company may increase their salary and
grant them bonuses (which they presently receive by participation in the
Company's incentive compensation plan described above). If their employment is
terminated (other than for cause), or if the Executive terminates his employment
for any of the reasons below, he is entitled to receive the present value
(discounted at 120% of the short term federal
15
<PAGE> 19
rate) of the amounts which would be received over the remainder of the term of
the Agreement if he received during that period an annual amount equal to the
sum of (i) his current base salary and (ii) the average of the most recent
bonuses that he received for the three prior fiscal years of the Company. The
reasons for which the Executive may terminate his employment include: diminution
in his authority (Mr. Ratcliffe), reduction in his compensation level or failure
to increase his compensation commensurate with other senior executive officers,
relocation or adverse modification of his benefits under bonus, benefit or other
similar plans or of fringe benefits. In the event of his disability or death
during the term of the Agreement he or his estate will be entitled to his per
annum base salary for the remainder of the term of the Agreement less certain
offsets. In addition, in the event of the Executive's discharge other than for
cause or, if the Executive terminates his employment for any of the reasons
described above, Executive would be entitled for the remainder of the employment
term to (i) various medical and health plans, (ii) death and accidental death
benefits, (iii) office, secretarial and other benefits afforded to senior
executives and (iv) continued participation in the SERP.
SEVERANCE POLICY AND CHANGE OF CONTROL PROVISIONS
The Company has a severance policy which covers corporate officers (other
than Messrs. Ratcliffe, Petrecca and Rowell) and other individuals. The policy
provides that if an eligible individual's employment is terminated (other than
for cause), or if the eligible individual terminates his employment for any of
the reasons noted below within three years after the occurrence of certain
"Change of Control" events, he is entitled to receive the present value
(discounted at 120% of the short term federal rate) of the severance amounts
provided under the policy. The formula in the case of corporate officers is
based upon eight weeks of base salary continuation for each full year of
service, subject to a minimum of 26 weeks and a maximum of 104 weeks, with the
formula amount reduced to 67% and 33% thereof, respectively, if termination
occurs in the second and third year following the Change of Control event. In
addition, upon such termination of employment, the eligible individual would be
entitled to (a) a bonus of no less than his target bonus for the year in which
the Change of Control occurs, pro rated for the number of months to such
termination, and (b) for the period the base salary would have been continued
even though paid as a lump sum (i) various medical and health plans, and (ii)
death and accidental death benefits. The reasons for which the eligible
individual may terminate his employment include: diminution in his authority,
reduction in his compensation level, relocation or adverse modification of his
benefits under bonus, benefit or similar plans.
The Company's 1973 Plan provides for the acceleration of all options (other
than incentive stock options granted on or after January 1, 1987) in the event
of a "Change of Control" as defined in the 1973 Plan. (See footnote (1) to the
table captioned "Options/SAR Grants During 1994 Fiscal Year.")
Certain provisions of the SERP do not take effect until the occurrence of
certain "Change of Control" events. Among others, provisions in the SERP
providing for (i) the suspension, reduction or termination of benefits in cases
of gross misconduct by a participant (as determined in the sole discretion of
the Compensation Committee); (ii) the forfeiture of benefits should a retired
participant engage in certain proscribed competitive activities; (iii) the
reduction in benefits upon the early retirement of a participant; and (iv) the
off-set of amounts which a participant may then owe the Company against amounts
then owing the
16
<PAGE> 20
participant under the SERP, are automatically deleted upon the occurrence of a
Change of Control event. In addition, neither a participant's years of service
with the Company (as calculated for the purpose of determining eligibility for
benefits under the SERP), nor benefits accrued under the SERP prior to the
Change of Control event, may be reduced after the occurrence of a Change of
Control event.
COMPENSATION OF DIRECTORS
Each Director receives $28,000 (plus an additional $3,000 for serving as a
committee chairman) per year compensation from the Company plus $1,000 for each
board meeting and committee meeting attended, together with the expenses, if
any, of such attendance. Directors also receive $1,000 for each rendition of
consulting services otherwise than as part of a board or committee meeting. No
such consulting services were rendered during 1994. The Company and eight
current Directors have entered into an agreement to defer receipt of all or a
portion of such fees pursuant to a deferred compensation agreement providing for
payment of the fees in cash or stock units (each stock unit consisting of one
share each of the Company's Class A Common Stock and Class B Common Stock),
subject to certain terms and conditions, upon their termination of service as
Directors of the Company. Interest equivalents on payments deferred in the form
of cash accrue quarterly at the prime interest rate. Dividend equivalents are
paid on the stock units and are converted into additional stock units. Certain
provisions of the deferred compensation program do not take effect until the
occurrence of certain "Change of Control" events, as defined in the plan. After
the occurrence of a Change of Control event, the plan may not be amended without
the prior written consent of an affected participant and no termination of the
plan shall have the effect of reducing any benefits accrued under the plan prior
to such termination. Further, in the event of a Change of Control, any stock
unit credited to a Director's account shall be immediately converted into a
right to receive cash and shall thereafter be treated in all respects as part of
such Director's cash account.
The Company also has a retirement plan for Directors who are not employees
or officers of the Company and who do not qualify to receive a retirement
benefit under any pension plan of the Company or its subsidiaries ("Eligible
Directors"). Under this plan, an Eligible Director retiring at or after age 70
with at least ten years of service as a Director is paid annually for life an
amount equal to (i) his regular active service annual base retainer (the "Annual
Retainer") in effect during the calendar year immediately preceding the year in
which the retiring Director was last elected, (ii) an additional 10% of the
Annual Retainer, and (iii) any additional amounts paid for service as Committee
Chairman. A retiring Eligible Director who had reached age 70 and had served for
at least five but less than ten years as a Director would be entitled to a
reduced amount equal to 50% of his Annual Retainer in effect during the calendar
year immediately preceding the year in which the retiring Director was last
elected, plus 10% of such Annual Retainer for each year of service beyond five
years up to a maximum of ten years. An Eligible Director who retires prior to
age 70 with five or more years of service as a Director receives a retirement
benefit commencing at age 70 calculated as described above on the basis of his
Annual Retainer in effect during the calendar year immediately preceding his
actual retirement date. The plan also provides that a Director who was a retiree
of the Company whether or not qualified for a retirement benefit under any
pension plan of the Company but who had at least five years of service as a
Director subsequent to such retirement is entitled to a retirement benefit under
the plan at a reduced amount equal to 25% of the Annual Retainer in effect
during the calendar year immediately preceding the year in which the retiring
Director was last elected. Benefits payable under this plan are not funded but
are paid out of the general funds of the Company. Director contributions to this
plan are not permitted.
17
<PAGE> 21
Certain provisions of the retirement plan do not take effect until the
occurrence of certain "Change of Control" events, as defined in the plan. Among
others, provisions in the plan providing for (i) the suspension, reduction or
termination of benefits in cases of gross misconduct by a participant (as
determined in the sole discretion of the Compensation Committee); and (ii) the
forfeiture of benefits should a retired participant engage in certain proscribed
competitive activities, are automatically deleted upon the occurrence of a
Change of Control event.
MATTERS RELATING TO DIRECTORS
Mr. Hoffman, a Director of the Company, is a partner in the law firm of
Simpson Thacher and Bartlett which rendered legal services to the Company during
the fiscal year ended December 31, 1994.
RATIFICATION OF THE SELECTION OF AND
RELATIONSHIP WITH INDEPENDENT ACCOUNTANTS
The selection of independent accountants to examine the financial
statements of the Company made available or transmitted to shareholders and
filed with the SEC for the year 1995 is to be submitted to the meeting for
ratification or rejection. Messrs. Price Waterhouse, 300 Atlantic Street,
Stamford, Connecticut, have been selected by the Board of Directors of the
Company to examine such financial statements.
Price Waterhouse have been independent accountants of the Company for many
years. The Company has been advised that a representative of Price Waterhouse
will attend the Annual Meeting to respond to appropriate questions and will be
afforded the opportunity to make a statement if the representative so desires.
The fees paid in 1994 for professional services provided by Price Waterhouse to
the Company and its subsidiaries were approximately $575,000.
If the shareholders do not ratify the selection of Price Waterhouse, such
selection will be reconsidered by the Board of Directors.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE RATIFICATION OF THE
SELECTION OF PRICE WATERHOUSE.
GENERAL
The expense of this solicitation is to be borne by the Company. The Company
may also reimburse persons holding shares in their names or in the names of
their nominees for their expenses in sending proxies and proxy material to their
principals. The Company has retained D. F. King & Co., Inc., to assist in the
solicitation of proxies, at an estimated cost of $7,500, plus reasonable
expenses.
Unless otherwise directed, the persons named in the accompanying form of
proxy intend to vote all proxies received by them in favor of the election of
the nominees to the Board named herein and the ratification of the selection of
independent accountants. All proxies will be voted as specified.
Management does not intend to present any business at the meeting other
than that set forth in the accompanying Notice of Annual Meeting, and it has no
information that others will do so. If other matters requiring the vote of the
shareholders properly come before the meeting and any adjournments thereof, it
is
18
<PAGE> 22
the intention of the persons named in the accompanying form of proxy to vote the
proxies held by them in accordance with their judgment on such matters.
SHAREHOLDER PROPOSALS FOR THE
1996 ANNUAL MEETING
Shareholder proposals for inclusion in the proxy materials related to the
1996 Annual Meeting of Shareholders must be received by the Company no later
than December 8, 1995.
By Order of the Board of Directors
HUBBELL INCORPORATED
Orange, Connecticut
March 24, 1995
19
<PAGE> 23
PROXY
HUBBELL INCORPORATED
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR ANNUAL MEETING OF SHAREHOLDERS, MAY 1, 1995
(FOR SHARES OF CLASS A COMMON STOCK)
The undersigned hereby appoints each of G. J. RATCLIFFE and RICHARD W. DAVIES
as proxies of the undersigned, with full power of substitution, to vote the
shares of the undersigned in Hubbell Incorporated at the annual meeting of its
shareholders and at any adjournment thereof upon the matters set forth in the
notice of meeting and Proxy Statement dated March 24, 1995 and upon all other
matters properly coming before said meeting or any adjournment thereof. THIS
PROXY WILL BE VOTED FOR THE ELECTION OF THE DIRECTORS AND FOR ITEM (2),
UNLESS A CONTRARY SPECIFICATION IS MADE, IN WHICH CASE IT WILL BE VOTED IN
ACCORDANCE WITH SUCH SPECIFICATION.
PLEASE FILL IN, DATE AND SIGN ON THE REVERSE SIDE AND RETURN THIS PROXY IN THE
ACCOMPANYING ENVELOPE.
(Continued and to be signed on the other side.)
FOR SHARES OF CLASS A COMMON STOCK
[ X ] PLEASE MARK
YOUR VOTES
AS THIS
------ ----------------------------
COMMON DIVIDEND REINVESTMENT SHARES
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE ELECTION OF ALL THE
NOMINEES IN ITEM 1, AND FOR ITEM 2.
ITEM 1--ELECTION OF DIRECTORS
G. RATCLIFFE, E. BROOKS, G. EDWARDS, J. HOFFMAN,
H. McDONELL, A. McNALLY IV, D. MEYER, J. URQUHART, M. WALLOP
FOR all nominees listed WITHHOLD AUTHORITY
above (except as marked to vote for all nominees
to the contrary below). listed above.
/ / / /
(INSTRUCTION: To withhold authority to vote for any individual nominee, write
that nominee's name in the space provided below.)
------------------------------------------------------------------------------
FOR AGAINST ABSTAIN
ITEM 2--Ratification of the selection / / / / / /
of Price Waterhouse as independent
accountants for the year 1995.
Signature(s) Date
---------------------------- --------------------
NOTE: Please sign exactly as your name or names appear hereon. Persons signing
in a representative capacity should indicate their capacity.
<PAGE> 24
PROXY
HUBBELL INCORPORATED
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR ANNUAL MEETING OF SHAREHOLDERS, MAY 1, 1995
(FOR SHARES OF CLASS B COMMON STOCK)
The undersigned hereby appoints each of G. J. RATCLIFFE and RICHARD W. DAVIES
as proxies of the undersigned, with full power of substitution, to vote the
shares of the undersigned in Hubbell Incorporated at the annual meeting of its
shareholders and at any adjournment thereof upon the matters set forth in the
notice of meeting and Proxy Statement dated March 24, 1995 and upon all other
matters properly coming before said meeting or any adjournment thereof. THIS
PROXY WILL BE VOTED FOR THE ELECTION OF THE DIRECTORS AND FOR ITEM (2),
UNLESS A CONTRARY SPECIFICATION IS MADE, IN WHICH CASE IT WILL BE VOTED IN
ACCORDANCE WITH SUCH SPECIFICATION.
PLEASE FILL IN, DATE AND SIGN ON THE REVERSE SIDE AND RETURN THIS PROXY IN THE
ACCOMPANYING ENVELOPE.
(Continued and to be signed on the other side.)
FOR SHARES OF CLASS B COMMON STOCK
[ X ] PLEASE MARK
YOUR VOTES
AS THIS
------ ----------------------------
COMMON DIVIDEND REINVESTMENT SHARES
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE ELECTION OF ALL THE
NOMINEES IN ITEM 1, AND FOR ITEMS 2.
ITEM 1--ELECTION OF DIRECTORS
G. RATCLIFFE, E. BROOKS, G. EDWARDS, J. HOFFMAN,
H. McDONELL, A. McNALLY IV, D. MEYER, J. URQUHART, M. WALLOP
FOR all nominees listed WITHHOLD AUTHORITY
above (except as marked to vote for all nominees
to the contrary below). listed above.
/ / / /
(INSTRUCTION: To withhold authority to vote for any individual nominee, write
that nominee's name in the space provided below.)
-------------------------------------------------------------------------------
FOR AGAINST ABSTAIN
ITEM 2--Ratification of the selection [ ] [ ] [ ]
of Price Waterhouse as independent
accountants for the year 1995.
Signature(s) Date
---------------------------- ----------------------------
NOTE: Please sign exactly as your name or names appear hereon. Persons signing
in a representative capacity should indicate their capacity.
