<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>
HUBBELL INCORPORATED
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/ / $125 per Exchange Act Rules 0-11(c)(1)(ii), 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:
/X/ Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE> 2
LOGO
HUBBELL INCORPORATED
584 Derby Milford Road, Orange, Connecticut 06477-4024
- --------------------------------------------------------------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS TO BE HELD MAY 6, 1996
- --------------------------------------------------------------------------------
TO THE SHAREHOLDERS:
Notice is hereby given that the Annual Meeting of Shareholders of
Hubbell Incorporated (the "Company") will be held at the Company's Pulse
Communications, Inc. facility, 2900 Towerview Road, Herndon, Virginia 22071, on
Monday, May 6, 1996 at 11:00 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
1996.
3. An amendment to, and restatement of, the Company's Restated
Certificate of Incorporation.
4. An amendment to the Company's Incentive Compensation Plan.
5. Adoption of the Company's Senior Executive Incentive Compensation
Plan.
6. 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,
1995 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 15, 1996 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
Vice President,
General Counsel and
Secretary
Dated: March 22, 1996
<PAGE> 4
HUBBELL INCORPORATED
PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 6, 1996
------------------
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 Company's Pulse
Communications, Inc. facility, 2900 Towerview Road, Herndon, Virginia 22071, on
Monday, May 6, 1996, and any adjournments thereof. Commencing on or about March
29, 1996, copies of this Proxy Statement and the proxy form are being mailed to
all shareholders. Copies of the Company's Annual Report for 1995 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 15, 1996. On March 15, 1996, the
Company had outstanding 5,771,196 shares of Class A Common Stock, par value $.01
per share, and 27,174,057 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 15, 1996, 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 15, 1996.
<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 Andrew McNally IV, G. J. Ratcliffe, 1,367,120(1)(2)(4) 23.69%
and John A. Urquhart, 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, Connecticut
06477
</TABLE>
<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 Andrew McNally IV, G. J. Ratcliffe, 927,920(2)(3)(4) 16.08%
and John A. Urquhart, 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 Holdings, Inc. 1,474,900(5) 5.43
2005 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. McNally, Ratcliffe, and Urquhart 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 1995 Fiscal Year and Fiscal Year-End
Option/SAR Values".)
(5) The Company has been advised by Delaware Management Holdings, Inc. that
as of March 13, 1996, it had aggregate beneficial ownership of 1,474,900 Class B
Common shares with sole voting power for 605,630 of such shares, and sole
dispositive power for 1,400,649 of such shares.
------------------
2
<PAGE> 6
The following table sets forth as of March 15, 1996, 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 (14 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 --
Joel S. Hoffman...................... Class A Common 1,218 0.02
Class B Common 223 --
Horace G. McDonell................... Class A Common 500 0.01
Class B Common 136 --
Andrew McNally IV.................... Class A Common 2,295,040(3) 39.77
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) 41.76
Class B Common 326,438(4)(6) 1.20
John A. Urquhart..................... Class A Common 2,295,040(3) 39.77
Class B Common 116,365(4) 0.43
Malcolm Wallop....................... -- -- --
Vincent R. Petrecca.................. Class A Common 51,330 0.89
Class B Common 115,453 0.42
Harry B. Rowell, Jr. ................ Class A Common 91,077(5) 1.58
Class B Common 114,049(6) 0.42
Thomas H. Pluff...................... Class A Common 4,714 0.08
Class B Common 28,092 0.10
Richard W. Davies.................... Class A Common 70,927(5) 1.23
Class B Common 45,796(6) 0.17
All Directors and executive officers
as a group......................... Class A Common 2,534,348(3)(5) 43.91
Class B Common 631,255(4)(6) 2.32
</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 15, 1996 by the
exercise of stock options pursuant to the Company's 1973 Stock Option Plan
for Key Employees (the "1973 Plan"): Mr. Ratcliffe -- 131,075 shares of
Class B Common, Mr. Petrecca -- 30,000 shares of Class A Common and 83,467
shares of Class B Common, Mr. Rowell -- 20,200 shares of Class A Common and
75,464 shares of Class B Common, Mr. Pluff -- 2,000 shares of Class A Common
and 27,866 shares of Class B Common, and Mr. Davies -- 8,500 shares of Class
A Common and 21,467 shares of Class B Common; all executive officers as a
group -- 69,950 shares of Class A Common Stock and 362,645 shares of Class B
Common Stock.
3
<PAGE> 7
(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 15, 1996, the following stock units have been credited under the
deferred compensation program: Mr. Brooks -- 387; Mr. Edwards -- 1,494; Mr.
Hoffman -- 2,643; Mr. McDonell -- 4,294; Mr. McNally -- 7,401; Mr.
Meyer -- 1,175; and Mr. Urquhart -- 189.
(3) Includes 1,367,120 shares of Class A Common Stock owned by the Roche Trust
of which Messrs. McNally, Ratcliffe, and Urquhart 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. McNally, Ratcliffe, and
Urquhart 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. McNally, Ratcliffe, and Urquhart 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. McNally, Ratcliffe, and
Urquhart 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.
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 affirmative vote of a majority of the
votes entitled to be cast at the meeting by holders of shares present or
represented at the meeting and entitled to vote thereon is required to elect
Directors. Abstentions and broker non-votes will have the effect of votes in
opposition.
<TABLE>
<CAPTION>
YEAR FIRST
BECAME A
NAME AGE(1) PRINCIPAL OCCUPATION DIRECTOR
------- ----------------------------------------------
<S> <C> <C> <C>
G. Jackson Ratcliffe..... 59 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........ 58 Chairman, President and Chief Executive 1993
Officer of Central and South West Corporation
(utility holding company).
</TABLE>
4
<PAGE> 8
<TABLE>
<CAPTION>
YEAR FIRST
BECAME A
NAME AGE(1) PRINCIPAL OCCUPATION DIRECTOR
------- ----------------------------------------------
<S> <C> <C> <C>
George W. Edwards, 56 Retired President and Chief Executive Officer 1990
Jr. ................... of The Kansas City Southern Railway Company
(railroad). Director of El Paso Electric
Company and Aquarion Company.
Joel S. Hoffman.......... 57 Partner of Simpson Thacher and Bartlett, a New 1989
York City law firm.
Horace G. McDonell....... 67 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........ 56 Chairman and Chief Executive Officer of Rand 1980
McNally & Company (printing, publishing and
map-making). Director of Borg Warner
Security Corp., Mercury Finance, Morgan
Stanley Funds, and Zenith Electronics Corp.
Daniel J. Meyer.......... 59 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.
John A. Urquhart......... 67 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........... 63 Chairman and President of Frontiers of Freedom 1995
Foundation (non-profit foundation). Director
of El Paso Natural Gas Company.
</TABLE>
- ---------------
(1) As of March 15, 1996.
Each of the individuals was elected as a Director by the shareholders of
the Company.
During the five years ended December 31, 1995, Messrs. Hoffman, Edwards,
and McDonell have either been retired or held the principal occupation set forth
above opposite their names.
5
<PAGE> 9
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, 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, 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.
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, Hoffman, McDonell, Meyer, and Wallop 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 two times in
1995. 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, Hoffman, McDonell, and Ratcliffe serve as members of the
Executive Committee, with Mr. Ratcliffe as Chairman. The Executive Committee,
which met once in 1995, 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, McDonell, McNally IV, and Urquhart serve as members of the
Compensation Committee, with Mr. Edwards as Chairman. The Compensation
Committee, which met two times in 1995, 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
6
<PAGE> 10
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, Urquhart, and Wallop serve as
members of the Finance Committee, with Mr. McNally as Chairman. The Finance
Committee, which met two times in 1995, 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 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 income 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, 1995. During 1995, 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.
7
<PAGE> 11
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, 1995.
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..................... 1995 $500,000 $550,000 $4,297 50,000 $43,850
Chairman of the Board, President 1994 456,190 450,000 15,034 52,500 42,833
and Chief Executive Officer 1993 442,900 340,000 6,789 42,000 41,651
V. R. Petrecca..................... 1995 293,830 280,000 335 20,000 3,450
Executive Vice President 1994 282,530 235,000 1,275 20,160 3,833
1993 274,300 193,000 2,242 16,800 3,651
H. B. Rowell....................... 1995 287,410 270,000 1,805 20,000 3,450
Executive Vice President 1994 276,350 210,000 5,945 20,160 3,833
1993 268,300 190,000 5,326 16,800 3,651
T. H. Pluff........................ 1995 223,910 100,000 3,655 8,000 3,450
Group Vice President 1994 215,300 85,000 3,460 6,300 3,833
1993 209,000 85,000 3,709 6,300 3,651
R. W. Davies....................... 1995 183,790 75,000 3,927 6,000 3,450
Vice President, General Counsel 1994 164,700 64,800 3,814 5,670 3,833
and Secretary 1993 159,900 54,000 3,566 4,725 3,651
</TABLE>
- ---------------
(1) Reflects bonus earned during fiscal year under the Company's incentive
compensation plan; to maintain the deductibility in 1995 under regulations
issued by the Internal Revenue Service pertaining to Internal Revenue Code
("Code") Section 162(m), payment of a portion of Mr. Ratcliffe's bonus was
deferred.
(2) Class B Common Stock; option grants for 1994 and 1993 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 $40,400 in 1995, $39,000 in 1994 and $38,000 in 1993.
8
<PAGE> 12
OPTIONS/SAR GRANTS DURING 1995 FISCAL YEAR
The following table provides information on option grants in fiscal 1995 to
the named executive officers of the Company.
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS POTENTIAL REALIZABLE
-------------------------------------------------------------- VALUE AT
NUMBER OF PERCENT OF ASSUMED ANNUAL
SECURITIES TOTAL RATES OF STOCK PRICE
UNDERLYING OPTIONS/SARS EXERCISE APPRECIATION FOR
OPTIONS/ GRANTED TO OR BASE OPTION TERM
SARS EMPLOYEES PRICE EXPIRATION -----------------------
NAME GRANTED(1) IN FISCAL YEAR ($/SHARE) DATE 5%(2) 10%(2)
- ---------------------- -------------- ----------------- ------------ ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
G. J. Ratcliffe..... 50,000 13.2% $ 64.125 12/11/05 $2,019,938 $5,097,938
V. R. Petrecca...... 20,000 5.3 64.125 12/11/05 807,975 2,039,175
H. B. Rowell........ 20,000 5.3 64.125 12/11/05 807,975 2,039,175
T. H. Pluff......... 8,000 2.1 64.125 12/11/05 323,190 815,670
R. W. Davies........ 6,000 1.6 64.125 12/11/05 242,393 611,753
</TABLE>
- ---------------
(1) Non-qualified options to acquire shares of Class B Common Stock of the
Company were granted on December 12, 1995 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) 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.
9
<PAGE> 13
AGGREGATED OPTIONS/SAR EXERCISES DURING 1995 FISCAL YEAR
AND FISCAL YEAR-END OPTION/SAR VALUES
The following table provides information on stock option exercises in
fiscal 1995 by the named executive officers of the Company and the value of such
officers' unexercised stock options at December 31, 1995.
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
OPTIONS/SARS AT FISCAL IN-THE-MONEY OPTIONS/SARS AT
SHARES YEAR-END FISCAL YEAR-END(1)
ACQUIRED VALUE --------------------------- ------------------------------
NAME ON EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ----------------------- ----------- ----------- ----------- ------------- ----------- ----------------
<S> <C> <C> <C> <C> <C> <C>
G. J. Ratcliffe........ 0 $ -- 169,856 99,000 $ 2,979,185 $798,813
V. R. Petrecca......... 0 -- 114,960 39,040 2,837,575 311,505
H. B. Rowell........... 0 -- 95,664 39,040 2,063,574 311,505
T. H. Pluff............ 0 -- 29,866 14,300 556,408 105,597
R. W. Davies........... 0 -- 29,967 11,355 692,623 88,220
</TABLE>
- ---------------
(1) Limited to in-the-money stock options.
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 8 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
1,400,000 700,000 700,000 700,000 700,000 700,000
</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.
10
<PAGE> 14
(2) Years of SERP Service at December 31, 1995:
<TABLE>
<CAPTION>
OFFICER SERVICE
--------------------------------------------- -------
<S> <C>
Mr. Ratcliffe................................ 21
Mr. Petrecca................................. 11
Mr. Rowell................................... 16
Mr. Pluff.................................... 6
Mr. Davies................................... 13
</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 1996 salary
data for companies within our industry 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.
11
<PAGE> 15
BONUS
Bonuses are paid pursuant to the Company's short-term incentive
compensation plan. Under the plan, 4% (5% for fiscal years commencing January 1,
1996 if the shareholders ratify the amendment to the plan as described herein)
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 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 1995 bonus award for each executive officer, the
Compensation Committee's primary focus was the review of 1995 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 1995 in net sales, pre-tax
profit, and earnings per share, in each case exceeding plan targets. As a
result, the 1995 bonuses of the executive officers, including the Chief
Executive Officer, have increased over the prior year.
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
1995 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.
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 1995 financial performance in the
areas of net sales, pre-tax profit and earnings per share. As a result, 1995
stock option grants to certain executive officers reflected an increase over the
prior year.
GENERAL MATTERS
Effective January 1, 1994, 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
12
<PAGE> 16
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. In
December, 1995, the Compensation Committee recommended, and the Board of
Directors approved, subject to shareholder approval at this meeting, the Hubbell
Incorporated Senior Executive Incentive Compensation Plan, payments under which
are intended to qualify as performance based compensation.
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
George W. Edwards, Jr.,
Chairman
Horace G. McDonell
Andrew McNally IV
John A. Urquhart
13
<PAGE> 17
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,
1995, 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, 1991 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>
100 100 100
1991 138 130 133
1992 147 140 145
1993 147 154 175
1994 142 156 177
1995 200 215 249
</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, 1996) of $600,000, $306,000 and
$300,000 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 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
14
<PAGE> 18
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 1995 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 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 $1,500 for each
board meeting and $1,200 for each committee meeting
15
<PAGE> 19
attended, together with the expenses, if any, of such attendance. Directors also
receive $1,500 for each rendition of consulting services otherwise than as part
of a board or committee meeting. Mr. Wallop rendered such consulting services
once during 1995. The Company and seven 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. 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, 1995.
16
<PAGE> 20
PROPOSAL TO AMEND AND RESTATE THE COMPANY'S
RESTATED CERTIFICATE OF INCORPORATION
The Certificate of Incorporation of the Company, which was incorporated in
Connecticut in 1905, was last restated in 1970. Since then, the Company's
Restated Certificate of Incorporation has been amended on numerous occasions by
action of the Board of Directors and the shareholders to, among other things,
change the Company's name to Hubbell Incorporated, increase the Company's
authorized common shares, limit the personal liability of Directors for monetary
damages, and create the following three classes of preferred stock: (a) Series A
$1.75 Cumulative Convertible Preferred Stock (redeemed in 1978), (b) Series B
$1.75 Cumulative Convertible Preferred Stock (redeemed in 1978), and (c) Series
C $2.06 Cumulative Convertible Preferred Stock (redeemed in 1988) (collectively
hereinafter referred to as the "Preferred Stocks"). Due to these numerous
amendments and the desire to reduce the Restated Certificate of Incorporation to
its current operative provisions, at its meeting held on December 13, 1995, the
Board of Directors of the Company, subject to shareholder approval at this
meeting, approved (a) an amendment to the Company's Restated Certificate of
Incorporation (i) eliminating Articles FOURTH E., F., and G. pertaining to the
rights and preferences of the Preferred Stocks and (ii) changing Article SECOND
to reflect that the Company is located in the Town of Orange, County of New
Haven, Connecticut and (b) a restatement of the Restated Certificate of
Incorporation so that it contains only its current operative provisions. The
proposed amendment and restatement of the Restated Certificate of Incorporation
is attached to this proxy statement as Exhibit A.
The affirmative vote of a majority of the votes entitled to be cast by the
outstanding shares is required to adopt the following resolution, which will
become effective upon the filing of a certificate of amendment and restatement
with the Secretary of the State of Connecticut (abstentions and broker non-votes
will have the effect of votes in opposition):
RESOLVED, that the Company's Restated Certificate of Incorporation be
amended and restated to read in its entirety as set forth in Exhibit A.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE ADOPTION OF THE
PROPOSED AMENDMENT AND RESTATEMENT OF THE COMPANY'S RESTATED CERTIFICATE OF
INCORPORATION.
PROPOSAL TO AMEND THE COMPANY'S
INCENTIVE COMPENSATION PLAN
At its meeting held on December 13, 1995, the Board of Directors of the
Company, acting on the recommendation of the Compensation Committee of the Board
of Directors, adopted the following amendments to the Company's Incentive
Compensation Plan (the "incentive compensation plan"): (1) effective as of
December 13, 1995, Article 2.4 was amended by deleting the provision limiting
the amount of the annual award to any participant to the amount of the
participant's annual salary for such fiscal year, and (2) effective as of
January 1, 1996, subject to shareholder approval at this meeting, Article 3.2
was amended by increasing the incentive compensation fund formula (as described
below) from 4% to 5%. These amendments were deemed advisable by management to
allow the incentive compensation plan to continue to provide incentive
compensation to executive and administrative employees of the Company and its
subsidiaries who have contributed effectively to the success of the Company by
their ability, industry, loyalty or exceptional services and to encourage
continuance of their services with the Company by a form of recognition of their
efforts in contributing significantly to the success and growth of the Company
in the preceding fiscal year.
17
<PAGE> 21
The following is a summary of the principal provisions of the incentive
compensation plan which is qualified in its entirety by reference to the
complete text of the incentive compensation plan as amended (and as proposed to
be amended), which is attached to this proxy statement as Exhibit B.
PLAN ADMINISTRATION. The incentive compensation plan is administered by the
Compensation Committee comprised of members of the Board of Directors who are
not eligible to participate in or to receive any benefits pursuant to the
incentive compensation plan.
ELIGIBILITY AND PARTICIPATION. Participation under the incentive compensation
plan is granted to those employees who, in the opinion of the Compensation
Committee, have contributed to the success of the Company and its subsidiaries
by their ability, industry, loyalty, and exceptional service.
AWARDS. The Compensation Committee determines, after the close of each fiscal
year, the amount, if any, of the incentive payment to be awarded for such fiscal
year to each participant. In determining the amount of the award, the
Compensation Committee considers the responsibility and position of the
participant during the fiscal year, the accomplishments of the division or
department under his direction during such fiscal year, the amount of his annual
salary, and such other factors as the Compensation Committee deems pertinent.
The total of the incentive payments awarded by the Compensation Committee with
respect to each fiscal year shall not exceed the total amount of the incentive
compensation fund, reduced by any incentive payments for such fiscal year under
the Company's senior executive incentive plan (described below). Awards under
the incentive compensation plan are paid in cash as soon as practicable (but not
later than six months) after the close of the fiscal year.
COMPUTATION OF THE FUND. The amount of the incentive compensation fund
available for distribution by the Compensation Committee shall be as audited and
certified by the independent auditors of the Company upon conclusion of the
audit of the books for the fiscal year. For each fiscal year through and
including the one ended December 31, 1995, the annual amount paid to the
incentive compensation fund is equal to 4% of the amount by which the
consolidated net earnings of the Company and its subsidiaries exceed 10% of
their invested capital and long-term debt at the beginning of each fiscal year.
Further, net earnings are computed before provision for the deduction for (i)
federal and state income taxes, (ii) the amount of the incentive compensation
fund accrued for the year, (iii) extraordinary items and prior period
adjustments, and (iv) such other adjustments as the independent auditors deem
appropriate under accepted accounting procedures and practices. Subject to
shareholder approval at this meeting, effective for fiscal years commencing
January 1, 1996, the fund formula will increase from 4% to 5%. Increasing the
formula takes into consideration, among other things, the Company's more
aggressive incentive-pay-for-performance posture. As discussed in the
Compensation Committee Report on Executive Compensation, over the past few years
the emphasis on base salaries has been lowered and bonus awards now represent a
greater portion of the total direct compensation package, enhancing the
Company's goal of linking pay more directly to financial performance. As a
result, an ever increasing percentage of the bonus pool is awarded to key
employees, and the Company wants to ensure a sufficient bonus pool to allow it
to continue its goal of an aggressive incentive-pay-for-performance posture. If
the 5% formula had been in effect for 1995, the incentive compensation fund pool
would have been $5,954,000, rather than $4,763,000. The actual awards that would
have been determined by the Compensation Committee for 1995 under the incentive
compensation plan would have been the actual awards determined under the
incentive compensation plan so that the executive officers would have received
the same bonus amount set forth opposite their names for the calendar year 1995
in the Summary Compensation Table on page 8.
18
<PAGE> 22
AMENDMENT AND TERMINATION. The Board of Directors of the Company may from time
to time amend, suspend or terminate, in whole or in part, any or all of the
provisions of the incentive compensation plan, provided that no amendment shall
be adopted without shareholder approval which shall alter the present formula
for determining the incentive compensation fund so as to increase the maximum
annual amount available for distribution or retroactively affect the payment of
any incentive payment awarded for any prior fiscal year.
The affirmative vote of a majority of the votes entitled to be cast at the
meeting by holders of shares present or represented at the meeting and entitled
to vote thereon is required to adopt the amendment to the incentive compensation
plan modifying the present fund formula so as to increase the maximum amount
available for distribution (abstentions and broker non-votes will have the
effect of votes in opposition).
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE ADOPTION OF THE
PROPOSED AMENDMENT TO THE COMPANY'S INCENTIVE COMPENSATION PLAN.
PROPOSAL TO ADOPT THE COMPANY'S
SENIOR EXECUTIVE INCENTIVE COMPENSATION PLAN
At its meeting held on December 13, 1995, the Board of Directors of the
Company, acting on the recommendation of the Compensation Committee of the Board
of Directors, adopted, subject to shareholder approval at this meeting, the
Hubbell Incorporated Senior Executive Incentive Compensation Plan ("senior
executive plan"), effective as of January 1, 1996. The purpose of the senior
executive plan is to provide incentive compensation to executive officers of the
Company and its subsidiaries who have contributed effectively to the success of
the Company by their ability, industry, loyalty or exceptional services and to
encourage continuance of their services with the Company by a form of
recognition of their efforts in contributing significantly to the success and
growth of the Company in the preceding fiscal year. It is intended that awards
under the senior executive plan based solely on the achievement of objective
performance goals will be treated as performance based compensation within the
meaning of Section 162(m) of the Code that will qualify for exclusion under the
$1 million limitation on deductibility of executive compensation.
The following is a summary of the principal provisions of the senior
executive plan which is qualified in its entirety by reference to the complete
text of the senior executive plan which is attached to this proxy statement as
Exhibit C.
PLAN ADMINISTRATION. The senior executive plan will be administered by the
Compensation Committee comprised of members of the Board of Directors who are
"outside directors" within the meaning of Section 162(m) of the Code and who are
not eligible to participate in or to receive any benefits pursuant to the senior
executive plan.
ELIGIBILITY AND PARTICIPATION. The persons eligible to participate in the
senior executive plan will be those senior executive officers who are, or, as
determined in the discretion of the Compensation Committee, may become "covered
employees" (as defined in Section 162(m) of the Code) of the Company for the
applicable taxable year of the Company.
DETERMINATION OF INCENTIVE PAYMENTS. The Compensation Committee shall establish
by March 30 of each calendar year the objective performance goals for that year
and shall determine the method by which a participant's incentive payments shall
be calculated for that year based on the attainment of such performance goals.
Such method may include determining a participant's incentive payments by
allocating to the participant a designated percentage of the incentive
compensation fund established each year under the Company's incentive
compensation plan (described above). Other methods may include performance goals
19
<PAGE> 23
based on stock price, market share, sales, earnings per share, return on equity,
or costs. The bonus paid to any participant for any year cannot exceed $1.5
million, and the Compensation Committee may reduce, but may not increase, the
incentive payment to a participant to reflect individual performance and/or
unanticipated factors. Awards under the senior executive plan will be paid in
cash as soon as practicable (but not later than six months) after the close of
the fiscal year.
AMENDMENT AND TERMINATION. The Board of Directors of the Company may from time
to time amend, suspend or terminate any or all of the provisions of the senior
executive plan, provided that (i) no such action shall affect the rights of any
participant or the operation of the senior executive plan with respect to any
payment to which a participant may have become entitled prior to the effective
date of such action, and (ii) no amendment that requires shareholder approval in
order for incentive payments to be deductible under the Code may be made without
approval of the shareholders of the Company.
Subject to shareholder adoption of the senior executive plan, for the year
commencing January 1, 1996, the Compensation Committee has (a) designated Mr.
Ratcliffe as the sole participant in the senior executive plan, (b) established
the objective performance goal for Mr. Ratcliffe by designating that, subject to
the terms of the senior executive plan, 15% of the incentive compensation fund
pool established under the Company's incentive compensation plan be paid to Mr.
Ratcliffe, and (c) determined that no adjustments in calculating said incentive
compensation fund pool would be made other than those allowed by Section 162(m)
of the Code.
The affirmative vote of a majority of the votes entitled to be cast at the
meeting by holders of shares present or represented at the meeting and entitled
to vote thereon is required to adopt the senior executive plan (abstentions and
broker non-votes will have the effect of votes in opposition).
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE APPROVAL OF THE
HUBBELL INCORPORATED SENIOR EXECUTIVE INCENTIVE COMPENSATION PLAN.
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 1996 is to be submitted to the meeting for
ratification or rejection. Price Waterhouse L.L.P., 300 Atlantic Street,
Stamford, Connecticut, has been selected by the Board of Directors of the
Company to examine such financial statements.
Price Waterhouse L.L.P. have been independent accountants of the Company
for many years. The Company has been advised that a representative of Price
Waterhouse L.L.P. 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 1995 for professional services
provided by Price Waterhouse L.L.P. to the Company and its subsidiaries were
approximately $870,000.
If the shareholders do not ratify the selection of Price Waterhouse L.L.P.,
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.
20
<PAGE> 24
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, the ratification of the selection of
independent accountants, the amendment to, and restatement of, the Company's
Restated Certificate of Incorporation, the amendment to the Company's incentive
compensation plan, and the adoption of the Company's senior executive plan. 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 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
1997 ANNUAL MEETING
Shareholder proposals for inclusion in the proxy materials related to the
1997 Annual Meeting of Shareholders must be received by the Company no later
than December 6, 1996.
By Order of the Board of
Directors
HUBBELL
INCORPORATED
Orange, Connecticut
March 22, 1996
21
<PAGE> 25
EXHIBIT A
HUBBELL INCORPORATED
(A STOCK CORPORATION)
RESTATED CERTIFICATE OF INCORPORATION
(BY ACTION OF THE BOARD OF DIRECTORS AND THE SHAREHOLDERS)
FIRST: That the name of the corporation is Hubbell Incorporated.
SECOND: That said corporation is located in the Town of Orange, County of New
Haven, in the State of Connecticut.
THIRD: That the nature of the business to be transacted, and the purposes to be
promoted or carried out, by said corporation are as follows:
To manufacture, buy, sell, own, and deal in machinery, tools, machine screws,
electrical goods, supplies, apparatus, devices and fixtures of every character,
material and description, and to buy, sell, own, and deal in letters patent and
rights and licenses under letters patent, necessary or convenient for the
prosecution of its business, and to grant rights and licenses to others under
letters patent which may be owned by said corporation, and to buy, sell,
mortgage, own and deal in such real estate as may be necessary or convenient for
the prosecution of its business, and generally to do all things necessary or
convenient for the prosecution of its business, and the proper conduct and
management thereof.
FOURTH: A. The total number of shares of the capital stock of this Corporation
hereby authorized is 205,891,097 divided into 5,891,097 shares of Preferred
Stock without par value, 50,000,000 shares of Class A Common Stock of the par
value of $0.01 each, and 150,000,000 shares of Class B Common Stock of the par
value of $0.01 each.
B. Except as may otherwise be provided by law, the holders of record
of Class A and Class B Common Stock shall vote as a single class, and the holder
of record of each issued and outstanding share of Class A Common Stock shall be
entitled to have 20 votes and the holder of record of each issued and
outstanding share of Class B Common Stock shall be entitled to have one vote,
upon all matters brought before any meeting of the stockholders of the
corporation. In all other respects, whether as to dividends or upon liquidation,
dissolution or winding up of the affairs of the corporation, or otherwise, the
holders of record of the Class A Common Stock and the holders of record of the
Class B Common Stock shall have identical rights and privileges on the basis of
the number of shares held except that stock dividends may be declared and paid
on shares of Class A Common Stock in whole or in part in shares of Class B
Common Stock.
C. No holder of stock of the corporation of any class shall have any
preemptive or other rights to subscribe to or purchase any new or additional or
increased shares of stock of this corporation of any class or any scrip, rights,
warrants, bonds or other obligations, security or evidences of indebtedness,
whether or not convertible into or exchangeable for, or shall claim rights to
purchase or otherwise acquire, shares of stock of the corporation of any class.
C.1 The corporation may, to the extent of its unreserved and
unrestricted capital surplus, (a) make distributions of cash or property to its
shareholders with respect to its outstanding shares or any thereof, and (b) make
purchases and permit conversions of its own shares for cash, securities or other
property.
A-1
<PAGE> 26
D. The Preferred Stock may be issued from time to time in series and
each series shall be so designated as to distinguish the shares thereof from the
shares of all other series. All shares of Preferred Stock shall be of equal rank
and shall be identical except as expressly determined by the Board of Directors
pursuant to this paragraph FOURTH. The Board of Directors is hereby expressly
vested with authority to fix and determine the variations as among such series.
Except as otherwise provided by law, the foregoing authority shall include
without limitation with respect to each such series authority to fix and
determine the number of shares thereof, the dividend rate, whether dividends
shall be cumulative and, if so, from which date or dates, voting rights,
liquidation rights, the redemption price or prices, if any, and the terms and
conditions of the redemption, any sinking fund provisions for the redemption or
purchase of shares of the series, and the terms and conditions on which the
shares are convertible into Class A Common Stock or Class B Common Stock, or
both, if they are convertible; provided, however, that all shares of Preferred
Stock shall constitute one and the same class, and shall be of equal rank,
regardless of series, in respect of the payment of dividends and distributions
in liquidation. Before the issuance of shares of Preferred Stock any provision
of which is fixed by the Board of Directors as hereinbefore set forth the Board
of Directors shall by its Resolution amend the Certificate of Incorporation as
required by Section 33-341 of the Stock Corporation Act of the State of
Connecticut.
FIFTH: That the amount of capital with which this corporation shall commence
business is one hundred thousand dollars.
SIXTH: That the duration of the corporation is unlimited.
SEVENTH: The personal liability of any Director to the corporation or its
shareholders for monetary damages for breach of duty as a Director is hereby
limited to the amount of the compensation received by the Director for serving
the corporation during the year of the violation if such breach did not (a)
involve a knowing and culpable violation of law by the Director, (b) enable the
Director or an associate, as defined in subdivision (3) of Section 33-374d of
the Connecticut General Statutes, to receive an improper personal economic gain,
(c) show a lack of good faith and a conscious disregard for the duty of the
Director to the corporation under circumstances in which the Director was aware
that his or her conduct or omission created an unjustifiable risk of serious
injury to the corporation, (d) constitute a sustained and unexcused pattern of
inattention that amounted to an abdication of the Director's duty to the
corporation, or (e) create liability under Section 33-321 of the Connecticut
General Statutes. This provision shall not limit or preclude the liability of a
Director for any act or omission occurring prior to the date this provision
becomes effective by the filing of a certificate amending the Restated
Certificate of Incorporation of the corporation with the Secretary of the State
of the State of Connecticut. Any lawful repeal or modification of this provision
by the shareholders and the Board of Directors of the corporation shall not
adversely affect any right or protection of a Director existing at or prior to
the time of such repeal or modification.
A-2
<PAGE> 27
EXHIBIT B
HUBBELL INCORPORATED
INCENTIVE COMPENSATION PLAN
- --------------------------------------------------------------------------------
ARTICLE I
PURPOSE
1.1 The purpose of this Incentive Compensation Plan (the "Plan") is to
provide incentive compensation to executive and administrative employees of
Hubbell Incorporated (the "Company") and its subsidiaries who have contributed
effectively to the success of the Company by their ability, industry, loyalty or
exceptional services and to encourage continuance of their services with the
Company by a form of recognition of their efforts in contributing significantly
to the success and growth of the Company in the preceding fiscal year.
1.2 The persons eligible to participate in the Plan shall be those
employees who are primarily responsible in an administrative or executive
capacity for the direction of the functions and operations of the divisions and
departments within the Company or a subsidiary of the Company.
ARTICLE II
ADMINISTRATION
2.1 The Board of Directors shall appoint in each year from among their
number at least three directors, none of whom shall be an employee of the
Company, to be known as the Bonus and Salary Committee (the "Committee"), to
serve at the pleasure of the Board. Vacancies in the Committee shall be filled
by the Board.
2.2 The Committee shall administer the Plan under such rules, regulations
and criteria as it shall prescribe. It shall designate a member thereof as
secretary to keep minutes and records of its proceedings. It shall report its
doings to the Board of Directors. Its decisions in the administration and
interpretation of the Plan shall be final as to all interested parties and shall
be and constitute acts of the Company.
2.3 The Committee shall from time to time designate the employees eligible
for participation in the Plan. The persons so designated by the Committee are
hereinafter called "participants". In making such designations the Committee
shall give consideration to the recommendations and criticisms of the executive
officers of the Company.
2.4 The Committee in its discretion shall determine after the close of
each fiscal year the amount, if any, of the incentive payment to be awarded for
such fiscal year to each participant. In determining the amount thereof the
Committee shall consider the responsibility and position of the participant
during such fiscal year, the accomplishments of the division or department under
his direction during such fiscal year, the amount of his annual salary during
such fiscal year and such other factors as the Committee deems pertinent. The
total of the incentive payments awarded by the Committee with respect to each
fiscal year shall not exceed the total amount of the incentive compensation fund
as determined under Article III, reduced by any
B-1
<PAGE> 28
incentive payments in respect of such fiscal year under the Company's Senior
Executive Incentive Compensation Plan.
ARTICLE III
COMPUTATION
OF INCENTIVE COMPENSATION FUND
3.1 Incentive payments under the Plan shall be made out of the incentive
compensation fund. The amount of the incentive compensation fund available for
distribution by the Committee shall be as audited and certified by the
independent auditors of the Company who shall report the amount thereof to the
Board of Directors and to the Committee upon conclusion of the audit of the
books for the fiscal year.
3.2 The incentive compensation fund shall be limited to that amount
determined by the independent auditors of the Company. The annual amount paid to
the incentive compensation fund shall be equal to 5% of the amount by which the
consolidated net earnings of the Company and its subsidiaries exceed 10% of
their invested capital and long-term debt at the beginning of each fiscal year.
Net earnings shall be computed before provision for the deduction of (i) federal
and state income taxes, (ii) the amount of the incentive compensation fund
accrued for the year, (iii) extraordinary items and prior period adjustments and
(iv) such other adjustments as the auditors deem appropriate under accepted
accounting procedures and practices.
3.3 The unawarded balance of said fund with respect to any fiscal year
shall be returned to the general funds of the Company at the end of three years.
ARTICLE IV
METHOD OF MAKING
INCENTIVE PAYMENTS
4.1 Incentive payments awarded under the Plan shall be paid in cash. The
amount of any incentive payment to be made to a participant in cash shall be
paid as soon as practicable (but not later than six months) after the close of
the fiscal year for which such incentive payment is awarded.
ARTICLE V
GENERAL PROVISIONS
5.1 Neither the establishment of the Plan nor the selection of any employee
as a participant shall give any such participant any right to be retained in the
employ of the Company or any subsidiary of the Company, or any right whatsoever
under the Plan other than to receive incentive payments awarded by the
Committee.
5.2 The place of administration of the Plan shall be conclusively deemed to
be within the State of Connecticut, and the validity, construction,
interpretation and effect of the Plan, its rules and regulations and the rights
of any and all participants having or claiming to have an interest therein or
thereunder shall be governed by and determined conclusively and solely in
accordance with the laws of the State of Connecticut, without regard to any
conflicts of laws provisions.
B-2
<PAGE> 29
5.3 No member of the Board of Directors or of the Committee shall be liable
to any person in respect of the Plan for any act or omission of such member or
of any other member or of any officer, agent or employee of the Company.
ARTICLE VI
AMENDMENT, SUSPENSION
OR TERMINATION
6.1 The Board of Directors of the Company may from time to time amend,
suspend or terminate, in whole or in part, any or all of the provisions of the
Plan, provided that no such action shall affect the rights of any participant or
the operation of the Plan with respect to any payment to which a participant may
have become entitled, deferred or otherwise, prior to the effective date of such
action.
6.2 No amendment without prior stockholder approval shall be adopted by the
Board of Directors which shall alter the present formula for determining the
incentive compensation fund so as to increase the maximum annual amount
available for distribution or retroactively affect the payment of any incentive
payment awarded for any prior fiscal year.
ARTICLE VII
EFFECTIVE DATE OF THE PLAN
The Plan shall become effective on December 10, 1968.
- ---------------
As restated and amended effective January 1, 1996
B-3
<PAGE> 30
EXHIBIT C
HUBBELL INCORPORATED
SENIOR EXECUTIVE INCENTIVE COMPENSATION PLAN
- --------------------------------------------------------------------------------
ARTICLE I
PURPOSE
The purpose of this Senior Executive Incentive Compensation Plan (the
"Plan") is to provide incentive compensation to executive officers of Hubbell
Incorporated (the "Company") and its subsidiaries who have contributed
effectively to the success of the Company by their ability, industry, loyalty or
exceptional services and to encourage continuance of their services with the
Company by a form of recognition of their efforts in contributing significantly
to the success and growth of the Company in the preceding fiscal year.
ARTICLE II
ADMINISTRATION
2.1 The Board of Directors shall appoint in each year from among their
number at least three directors, each of whom shall be an "outside director" as
that term is defined under Section 162(m) of the Code, to be known as the Bonus
and Salary Committee (the "Committee"), to serve at the pleasure of the Board.
Vacancies in the Committee shall be filled by the Board.
2.2 The Committee shall administer the Plan under such rules, regulations
and criteria as it shall prescribe. Its decisions in the administration and
interpretation of the Plan shall be final as to all interested parties and shall
be and constitute acts of the Company.
ARTICLE III
ELIGIBILITY AND PARTICIPATION
3.1 The persons eligible to participate in the Plan shall be those senior
executive officers who are, or, as determined in the discretion of the Committee
may become "covered employees" (as defined in Section 162(m) of the Internal
Revenue Code of 1986, as amended, the "Code") of the Company for the applicable
taxable year of the Company.
3.2 The Committee shall from time to time designate the employees eligible
for participation in the Plan. The persons so designated by the Committee are
hereinafter called "participants".
ARTICLE IV
DETERMINATION OF INCENTIVE PAYMENTS
4.1 On or before March 30 of each calendar year, the Committee shall
establish objective performance goals for that year and shall determine the
method by which a participant's incentive payments hereunder shall be calculated
for that year, based on the attainment of such performance goals. Such method
may include, but shall not be limited to, determining a participant's incentive
payments by allocating to the Executive a designated percentage of the incentive
compensation fund established each year under Article III
C-1
<PAGE> 31
of the Company's Incentive Compensation Plan. Other methods may include
performance goals based on stock price, market share, sales, earnings per share,
return on equity, or costs. Without limiting its authority hereunder, the
Committee may condition payment of a participant's incentive payments on
additional employment criteria; e.g., that the participant remain in the employ
of the Company for the entire year.
4.2 After the end of the applicable year the Committee shall certify in
writing whether the performance goals and any other material terms of the
incentive payment have been satisfied (such written certification may take the
form of minutes of the Committee). The Committee shall have the discretion,
prior to making any incentive payment, to decrease, but not increase, the
incentive payment otherwise calculated pursuant to Section 4.1.
4.3 In no event shall the annual incentive payment to any participant
exceed $1.5 million.
ARTICLE V
METHOD OF MAKING INCENTIVE PAYMENTS
5.1 Incentive payments awarded under the Plan shall be paid in cash. The
amount of any incentive payment to be made to a participant in cash shall be
paid as soon as practicable (but not later than six months) after the close of
the fiscal year for which such incentive payment is awarded.
ARTICLE VI
GENERAL PROVISIONS
6.1 Neither the establishment of the Plan nor the selection of any
employee as a participant shall give any participant any right to be retained in
the employ of the Company or any subsidiary of the Company, or any right
whatsoever under the Plan other than to receive incentive payments awarded by
the Committee.
6.2 The place of administration of the Plan shall be conclusively deemed
to be within the State of Connecticut, and the validity, construction,
interpretation and effect of the Plan, its rules and regulations and the rights
of any and all participants having or claiming to have an interest therein or
thereunder shall be governed by and determined conclusively and solely in
accordance with the laws of the State of Connecticut, without regard to any
conflicts of laws provisions.
6.3 No member of the Board of Directors of the Committee shall be liable
to any person in respect of the Plan for any act or omission of such member or
of any other member or of any officer, agent or employee of the Company.
6.4 This Plan shall not be deemed the exclusive method of providing
incentive compensation to a participant or any other employee of the Company or
a subsidiary of the Company.
6.5 The Company or any subsidiary making a payment hereunder shall withhold
therefrom such amounts as may be required by federal, state or local law.
ARTICLE VII
AMENDMENT, SUSPENSION OR TERMINATION
7.1 The Board of Directors of the Company may from time to time amend,
suspend or terminate, in whole or in part, any or all of the provisions of the
Plan, provided that (i) no such action shall affect the rights
C-2
<PAGE> 32
of any participant or the operation of the Plan with respect to any payment to
which a participant may have become entitled, deferred or otherwise, prior to
the effective date of such action, and (ii) no amendment that requires
shareholder approval in order for incentive payments hereunder to be deductible
under the Code may be made without approval of the shareholders of the Company.
ARTICLE VIII
EFFECTIVE DATE OF THE PLAN
The Plan shall become effective as of January 1, 1996, subject to approval
by shareholders in the manner required by Section 162(m) of the Code.
C-3
<PAGE> 33
HUBBELL INCORPORATED
Proxy Solicited on Behalf of the Board of Directors
For Annual Meeting of Shareholders, May 6, 1996
(For Shares of Class A Common Stock)
PROXY
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 22, 1996 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 ITEMS (2),
(3), (4), AND (5) 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.)
<PAGE> 34
Please mark
/ X / your votes
as this
FOR SHARES OF CLASS A COMMON STOCK
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE ELECTION OF ALL THE
NOMINEES IN ITEM 1, AND FOR ITEMS 2, 3, 4 AND 5
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.)
- -------------------------------------------------
<TABLE>
<CAPTION> FOR AGAINST ABSTAIN
<S> <C> <C> <C>
ITEM 2 -- Ratification of the selection of
Price Waterhouse as independent accountants
for the year 1996. / / / / / /
ITEM 3 -- Amendment and restatement of the
Company's Restated Certificate of Incorporation. / / / / / /
ITEM 4 -- Amendment to the Company's Incentive
Compensation Plan. / / / / / /
ITEM 5 -- Adoption of the Company's Senior
Executive Incentive Compensation Plan. / / / / / /
</TABLE>
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> 35
HUBBELL INCORPORATED
Proxy Solicited on Behalf of the Board of Directors
For Annual Meeting of Shareholders, May 6, 1996
(For Shares of Class B Common Stock)
PROXY
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 22, 1996 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 ITEMS (2),
(3), (4), AND (5) 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.)
<PAGE> 36
Please mark
/ X / your votes
as this
FOR SHARES OF CLASS B COMMON STOCK
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE ELECTION OF ALL THE
NOMINEES IN ITEM 1, AND FOR ITEMS 2, 3, 4 AND 5
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.)
- -------------------------------------------------
<TABLE>
<CAPTION> FOR AGAINST ABSTAIN
<S> <C> <C> <C>
ITEM 2 -- Ratification of the selection of
Price Waterhouse as independent accountants
for the year 1996. / / / / / /
ITEM 3 -- Amendment and restatement of the
Company's Restated Certificate of Incorporation. / / / / / /
ITEM 4 -- Amendment to the Company's Incentive
Compensation Plan. / / / / / /
ITEM 5 -- Adoption of the Company's Senior
Executive Incentive Compensation Plan. / / / / / /
</TABLE>
Signature(s) Date
------------------------------------------------- -----------
NOTE: PLEASE SIGN EXACTLY AS YOUR NAME OR NAMES APPEAR HEREON. PERSONS SIGNING
IN A REPRESENTATIVE CAPACITY SHOULD INDICATE THEIR CAPACITY.
