<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:
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
INSTRON CORPORATION
(Name of Registrant as Specified In Its Charter)
INSTRON CORPORATION
(Name of Person(s) Filing Proxy Statement)
PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
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<PAGE> 2
[INSTRON LOGO]
NOTICE OF ANNUAL MEETING
Canton, Massachusetts
April 14, 1997
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Instron
Corporation (the "Corporation") will be held at Boston EquiServe, 150 Royall
Street, Canton, Massachusetts on Wednesday, May 14, 1997 at 10:00 a.m. for the
following purposes:
1. To elect a class of Directors (3 persons) to serve until the 2000
Annual Meeting of Stockholders;
2. To consider and act upon a proposal to approve an amendment to the
Corporation's 1992 Stock Incentive Plan (the "1992 Plan") which increases
the number of shares of the Corporation's Common Stock that may be issued
thereunder from 600,000 to 900,000 shares (the "Plan Amendment"); and
3. To consider and act upon any other matters which may properly come
before the Annual Meeting and any adjournments or postponements thereof.
The Board of Directors has fixed March 16, 1997 as the record date for the
Annual Meeting. Only stockholders of record at the close of business on that
date are entitled to notice of and to vote at the Annual Meeting and any
adjournments or postponements thereof.
By Order of the Board of Directors,
JILL E. PEEBLES, Secretary and Clerk
REGARDLESS OF HOW MANY SHARES YOU OWN, IT IS IMPORTANT THAT YOUR SHARES BE
REPRESENTED AT THE ANNUAL MEETING. WHETHER OR NOT YOU EXPECT TO BE PRESENT AT
THE ANNUAL MEETING, PLEASE SIGN, DATE AND PROMPTLY MAIL THE ENCLOSED PROXY CARD
IN THE ENCLOSED POSTAGE PAID ENVELOPE.
<PAGE> 3
INSTRON CORPORATION
100 ROYALL STREET
CANTON, MASSACHUSETTS 02021
(617) 828-2500
PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON WEDNESDAY, MAY 14, 1997
ANNUAL MEETING
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Instron Corporation, a Massachusetts
corporation (the "Corporation"), for the Annual Meeting of Stockholders of the
Corporation to be held on Wednesday, May 14, 1997 at 10:00 a.m. at Boston
EquiServe, 150 Royall Street, Canton, Massachusetts and any adjournments or
postponements thereof. At the Annual Meeting, stockholders will consider the
matters set forth in the accompanying Notice of Annual Meeting.
RECORD DATE
This Proxy Statement, the accompanying Notice of Annual Meeting and proxy
card are first being sent to stockholders on or about April 14, 1997. The Board
of Directors has fixed the close of business on March 16, 1997 as the record
date for determining the stockholders entitled to notice of, and to vote at,
this meeting and any adjournments or postponements thereof. On that date, there
were outstanding 6,444,735 shares of the Corporation's common stock, $1.00 par
value (the "Common Stock"), and stockholders are entitled to one vote for each
share held by them.
PROXIES
THE STOCKHOLDERS OF THE CORPORATION ARE REQUESTED TO SIGN, DATE AND
PROMPTLY MAIL THE ACCOMPANYING PROXY CARD IN THE ENCLOSED POSTAGE PAID ENVELOPE.
Common Stock represented by properly executed proxies received by the
Corporation and not revoked will be voted at the Annual Meeting in accordance
with the instructions marked thereon. If the proxy card is properly executed and
no choice is specified with respect to any matter, the proxy will be voted in
accordance with the recommendation of the Board of Directors with respect to
such matter. The Board recommends a vote "FOR" the election of the three
nominees of the Board of Directors and a vote "FOR" the plan amendment to the
Corporation's 1992 Stock Incentive Plan. In addition, the proxy card authorizes
the proxy holders to vote, in their discretion, upon such other business as may
properly come before the meeting and any adjournments or postponements thereof.
The Board is not aware of any other matters which may come before the Annual
Meeting other than those described in this Proxy Statement. If any other matters
shall properly come before the Annual Meeting or any adjournments or
postponements thereof, proxies will be voted in accordance with the best
judgment of the proxy holders.
The presence of a stockholder at the Annual Meeting will not automatically
revoke a stockholder's proxy. A stockholder may, however, revoke a proxy at any
time prior to the voting thereof on any matter by filing with the Clerk of the
Corporation a written notice of revocation, or by delivering to the Corporation
a duly executed proxy bearing a later date, or by attending the annual meeting
and voting in person. The cost of soliciting proxies will be borne by the
Corporation. Officers, Directors and other employees of the Corporation (who
will not receive additional compensation for doing so) may solicit proxies by
mail, telephone, facsimile, in person
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or by other means. The Corporation may also request persons, firms and
corporations holding shares in their names or in the names of their nominees,
which shares are beneficially owned by others, to send proxy materials to and
obtain proxies from such beneficial owners. The Corporation may reimburse such
holders for their reasonable expenses.
PROPOSAL 1
ELECTION OF A CLASS OF DIRECTORS
The Corporation's Board of Directors is divided into three classes, two of
which consist of three directors (Classes II and III) and one of which consists
of two directors (Class I). One class of Directors is elected each year to serve
for a three year term. Class II Directors will be elected at the 1997 Annual
Meeting of Stockholders; Class III Directors were elected at the 1995 Annual
Meeting of Stockholders; and Class I Directors were elected at the 1996 Annual
Meeting of Stockholders. In each case, members of each class will hold office
until their successors have been duly elected and qualified.
The nominees for Class II Directors, Messrs. Hindman, Young and Rutstein,
are presently serving as Directors of the Corporation. Upon execution of the
enclosed proxy, the persons named therein will vote for the election of each of
the nominees for Class II Directors unless the proxy is marked otherwise or
unless one or more nominees are unable or unwilling to serve. Each of the
nominees has indicated his willingness to serve, if elected; however, if any
nominee should be unable or unwilling to serve, the proxies may be voted for a
substitute nominee designated by the Board of Directors or the Board of
Directors may reduce the number of Directors.
INFORMATION REGARDING THE BOARD OF
DIRECTORS' NOMINEES AND DIRECTORS
The following sets forth information, including principal occupation and
business experience for the past five years, regarding Messrs. Hindman, Young
and Rutstein, the Board of Directors' nominees for election as Directors, as
well as each Director whose term is not scheduled to expire until the 1998 or
1999 Annual Meeting of Stockholders. Information with respect to the number of
shares of Common Stock beneficially owned by each Director, directly or
indirectly, as of December 31, 1996, appears under the heading "Security
Ownership of Certain Beneficial Owners and Management."
NOMINEES FOR CLASS II DIRECTORS (TERMS EXPIRING AT THE 2000 ANNUAL MEETING)
HAROLD HINDMAN, age 79, has been a Director of the Corporation since 1946.
Mr. Hindman is retired and currently serves as Chairman of the Board. Prior to
April 1990, Mr. Hindman was Chairman of the Board and Chief Executive Officer of
the Corporation.
RICHARD W. YOUNG, age 70, has been a Director of the Corporation since
1983. Dr. Young is retired from Mentor O&O, Inc. (ophthalmic devices) where he
served as Chairman and Chief Executive Officer from 1985 to 1990. Dr. Young is
also a Director of Mentor Corporation and Bay State Milling Co.
SHELDON RUTSTEIN, age 62, has been a Director of the Corporation since
1994. Mr. Rutstein is retired from Raytheon Company where he served as Senior
Vice President and Chief Financial Officer. Mr. Rutstein is currently a
consultant to Raytheon Company and is also a Director of Bradlees Inc.
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CLASS III DIRECTORS (TERMS EXPIRE AT THE 1998 MEETING)
JAMES M. MCCONNELL, age 56, has been a Director, as well as President and
Chief Executive Officer, of the Corporation since April 1990. He was formerly
employed by Automatic Switch Company, a wholly owned subsidiary of Emerson
Electric Co., where he served as President and Chief Executive Officer from 1987
through 1990. He is also a Director of ESCO Electronics Corporation.
DENNIS J. MOORE, age 58, has been a Director of the Corporation since 1994.
Mr. Moore is President, Chairman and Chief Executive Officer of ESCO Electronics
Corporation (diversified producer of defense systems and commercial products).
From 1990 to 1992 he was President and Chief Operating Officer of ESCO.
JOHN F. SMITH, age 62, has been a Director of the Corporation since 1994.
Mr. Smith was formerly employed by Digital Equipment Corporation where he served
as Senior Vice President and Chief Operating Officer. Mr. Smith is President of
PerSeptive Biosystems, Inc. (analytical instruments) and from 1990 to 1995 he
was President of Mycos International (construction). He is also a Director of
Sequoia Systems, PerSeptive Biosystems, Hadco Corporation and AWSYS Corporation.
CLASS I DIRECTORS (TERMS EXPIRE AT THE 1999 MEETING)
GEORGE S. BURR, age 79, has been a Director of the Corporation since 1946.
Mr. Burr is retired and currently serves as Vice Chairman of the Board of the
Corporation.
JOHN W. LACEY, age 66, has been a Director of the Corporation since 1987.
Mr. Lacey is retired from Control Data Corp. where he served as Executive Vice
President. Mr. Lacey is also a Director of LSC Corporation.
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<PAGE> 6
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of December 31, 1996, information
regarding the ownership of the Corporation's Common Stock by: (i) the
stockholders known by the Corporation to be beneficial owners of more than five
percent (5%) of the outstanding shares of Common Stock; (ii) each Director and
nominee for Director; (iii) each executive officer named in the Summary
Compensation Table below; and (iv) all Directors and executive officers of the
Corporation as a group:
<TABLE>
<CAPTION>
NUMBER OF SHARES
BENEFICIALLY % OF SHARES
NAME AND ADDRESS OF BENEFICIAL OWNER OWNED(1) OUTSTANDING
------------------------------------ ---------------- -----------
<S> <C> <C>
David L. Babson & Co.(2).................................... 654,400 10.2%
One Memorial Drive
Cambridge, MA 02142
Pioneering Management Corporation(3)........................ 559,700 8.7%
60 State Street
Boston, MA 02109
Dimensional Fund Advisors Inc.(4)........................... 408,500 6.3%
1299 Ocean Avenue, 11th Floor
Santa Monica, CA 90401
George S. Burr(5)........................................... 304,410 4.7%
Harold Hindman(6)........................................... 539,534 8.4%
John W. Lacey(7)............................................ 2,000 +
James M. McConnell(8)....................................... 294,683 4.4%
Dennis J. Moore............................................. 100 +
Sheldon Rutstein............................................ -- --
John F. Smith............................................... -- --
Richard W. Young............................................ 25,000 +
Joseph E. Amaral(9)......................................... 33,762 +
Kenneth L. Andersen(10)..................................... 32,949 +
Ian M. MacGregor(11)........................................ 45,140 +
Linton A. Moulding(12)...................................... 41,787 +
All Directors and executive officers as a group (17
persons)(13).............................................. 1,593,282 23.1%
</TABLE>
- ---------------
+ Less than 1%.
(1) Unless otherwise indicated, the Corporation believes that each of the
stockholders listed above has sole voting and investment power with respect
to the shares of Common Stock that are beneficially owned by them.
(2) The number of shares beneficially owned is based on information as set
forth on a Schedule 13G dated February 7, 1997. David L. Babson & Co. has
sole voting and investment power with respect to 438,700 shares. David L.
Babson & Co. is an investment counseling firm managing stock and bond
portfolios for a variety of clients, ranging from large personal accounts
to Fortune 500 and state government retirement funds.
(3) The number of shares beneficially owned is based on information set forth
on a Schedule 13G dated January 23, 1997. Pioneering Management Corporation
is a registered investment advisor to 24 funds which make up the Pioneer
Group of Funds, and all of its shares of Common Stock are held by funds in
the Pioneer Group.
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<PAGE> 7
(4) The number of shares beneficially owned is based on information set forth
on a Schedule 13G dated February 5, 1997. Dimensional Fund Advisors Inc.
("Dimensional") is a registered investment advisor. All of Dimensional's
shares of Common Stock are held in portfolios of DFA Investment Dimensions
Group Inc., a registered open-end investment company, or in series of the
DFA Investment Trust Company, a Delaware business trust, or the DFA Group
Trust and DFA Participation Group Trust, investment vehicles for qualified
employee benefit plans, all of which Dimensional serves as investment
manager. Dimensional disclaims beneficial ownership of all such shares.
(5) The number shown excludes 91,550 shares which are owned by Mr. Burr's wife,
as to which Mr. Burr disclaims beneficial ownership.
(6) The number shown excludes 60,863 shares which are owned by Mr. Hindman's
wife, as to which Mr. Hindman disclaims beneficial ownership.
(7) Mr. Lacey has sole voting and investment power with respect to 1,000 of
these shares. The number shown also includes 1,000 shares held by Mr.
Lacey's wife.
(8) Mr. McConnell has sole voting and investment power with respect to 37,261
of these shares, which includes 3,683 shares allocated to Mr. McConnell's
account pursuant to the 401(k) Plan. The number shown also includes 1,000
shares held jointly for the benefit of Mr. McConnell's daughter and 257,422
shares which Mr. McConnell has the right to acquire within 60 days of
December 31, 1996 upon the exercise of stock options granted under the
Corporation's stock option plans. The number shown excludes 1,000 shares
held by Mr. McConnell's wife for the benefit of their daughter under the
Uniform Gift to Minors Act.
(9) Mr. Amaral has sole voting and investment power with respect to 5,512 of
these shares, which includes 3,512 shares allocated to Mr. Amaral's account
pursuant to the 401(k) Plan. The number shown also includes 28,250 shares
which Mr. Amaral has the right to acquire within 60 days of December 31,
1996 upon the exercise of stock options granted under the Corporation's
stock option plans.
(10) Mr. Andersen has sole voting and investment power with respect to 12,949 of
these shares, which includes 12,621 shares allocated to Mr. Andersen's
account pursuant to the 401(k) Plan. The number shown also includes 20,000
shares which Mr. Andersen has the right to acquire within 60 days of
December 31, 1996 upon the exercise of stock options granted under the
Corporation's stock option plans.
(11) Mr. MacGregor has sole voting and investment power with respect to 5,375 of
these shares. The number shown also includes 39,765 shares which Mr.
MacGregor has the right to acquire within 60 days of December 31, 1996 upon
the exercise of stock options granted under the Corporation's stock option
plans. The number shown excludes 1,500 shares which are owned by Mr.
MacGregor's wife, as to which Mr. MacGregor disclaims beneficial ownership.
(12) Mr. Moulding has sole voting and investment power with respect to 14,787 of
these shares, which includes 5,490 shares allocated to Mr. Moulding's
account pursuant to the 401(k) Plan. The number shown also includes 27,000
shares which Mr. Moulding has the right to acquire within 60 days of
December 31, 1996 upon the exercise of stock options granted under the
Corporation's stock option plans.
(13) Based on information provided by the Directors and executive officers of
the Corporation, except for information concerning shares allocated to the
accounts of such persons under the 401(k) Plan, which information was
provided by the Trustee. The indicated ownership includes 447,782 shares
which all
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executive officers as a group have a right to acquire within 60 days of
December 31, 1996 upon the exercise of stock options granted under the
Corporation's stock option plans.
During 1996, the Board of Directors of the Corporation held nine meetings
and acted by unanimous written consent on three occasions. Each of the Directors
attended at least 75% of the aggregate number of meetings of the Board and of
the committees of which he is a member. The Board has standing Audit and
Compensation Committees and acts as a nominating committee.
During 1996, the Audit Committee of the Board (the "Audit Committee") held
three meetings. The current members of the Audit Committee are Messrs. Rutstein
(Chairman), Lacey and Moore. The functions of the Audit Committee include making
recommendations to the Board regarding the selection of the Corporation's
independent accountants, reviewing the scope of the annual audit, reviewing fee
arrangements for audit and non-audit services and receiving and reviewing the
independent accountants' "management letters" and management's responses
thereto. In addition, the Audit Committee approves all significant assignments
of audit and other work, including tax engagements, performed by the independent
accountants, and reports to the Board on the Audit Committee's activities and
recommendations.
During 1996, the Compensation Committee of the Board (the "Compensation
Committee") held three meetings. The current members of the Compensation
Committee are Messrs. Smith (Chairman) and Young. No member has served as an
officer of the Corporation or has any other business relationship or affiliation
with the Corporation, except his service as Director. The Compensation Committee
recommends to the Board the remuneration arrangements for senior management and
Directors and the adoption of compensation plans in which officers and other
employees are eligible to participate. The Compensation Committee also selects
the recipients and terms of the stock options granted under the Corporation's
stock option and stock incentive plans.
The Corporation does not maintain a standing nominating committee. The
Board selects nominees for election or re-election as Directors and officers.
The Board will consider a nominee for election to the Board recommended by a
stockholder of record if the stockholder submits the nomination in compliance
with the requirements of the Corporation's By-Laws. The Corporation's By-Laws
provide that, in order to be considered at an Annual Meeting, any nomination for
a candidate for election as Director must be delivered to, or mailed and
received by, the Corporation not less than 75 days nor more than 120 days prior
to the date of the scheduled annual meeting; provided, however, that in the
event that less than 90 days notice or prior public disclosure of the scheduled
date of the annual meeting is given or made to stockholders, notice by the
stockholder must be received not later than the close of business on the 15th
day following the day on which such notice of the scheduled date of the meeting
was mailed or such disclosure was made, whichever first occurs. To make such a
recommendation or nomination, a stockholder should send the nominee's name and
appropriate supporting information (as set forth in the Corporation's By-Laws)
to the Corporation at its principal executive offices, 100 Royall Street,
Canton, Massachusetts 02021.
Directors who are not employees of the Corporation currently earn a
director's fee of $20,000 per year plus $500 for attendance at each meeting of
the Board or any committee thereof. The Chairman of the Board receives a fee of
$38,000 per year. The Chairman of the Board and the Chairman of each Committee
also receive $1,000 for attendance at each meeting that they chair. Effective
July 1, 1997, the base fee for Directors who are not employees will be raised to
$22,000 per year.
The Corporation entered into a consulting agreement with Mr. Hindman
effective January 1, 1994, pursuant to which Mr. Hindman agreed to provide
consulting services to the Corporation for a period commencing January 1, 1994
and ending June 30, 1999. As compensation for such services, Mr. Hindman is
entitled to receive an annual consulting fee of $80,000. The agreement can be
terminated by Mr. Hindman upon 30 days prior written notice to the Corporation.
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COMPENSATION COMMITTEE REPORT TO STOCKHOLDERS
Compensation Philosophy
The Compensation Committee establishes base salaries for executive officers
and selects the recipients and terms of the stock options granted under the
Corporation's stock option and stock incentive plans. In determining the
appropriate levels of compensation, the committee takes into consideration the
recommendations of appropriate officials of the Corporation and independent
professional compensation consultants.
The Compensation Committee's executive compensation philosophy is to
provide competitive levels of compensation, integrate management's pay with the
achievement of the Corporation's annual and long-term performance goals, reward
above average corporate performance, recognize individual initiative and
achievement, and assist the Corporation in attracting and retaining qualified
management.
The Compensation Committee endorses the position that the executive
officers should share in the risk of the business and, accordingly, a
significant portion of each executive's compensation is at risk subject to
individual and corporate performance and stock price appreciation. Executive
officers' annual cash compensation is targeted at industry competitive levels of
which approximately 65-80% is provided for in base salary with the remaining
20-35% provided for under the Corporation's Incentive Compensation Program,
dependent upon the Corporation's performance and the accomplishment of personal
objectives approved by the Compensation Committee.
Executive Compensation
Annual compensation for the Corporation's executives consists of three
principal elements: base salary, performance compensation and stock options.
Base Salaries
Base salaries for executive officers are targeted to equal 65-80% of total
annual cash compensation and are determined by evaluating the responsibilities
of the position held and the experience of the individual referenced to
compensation surveys for executives at similar companies based on a variety of
factors, including financial criteria and industrial classification.
Annual salary adjustments are determined by evaluating the competitive
marketplace, the performance of the Corporation, the performance of the
executive and any change in responsibilities assumed by the executive. Salary
adjustments are normally determined and made on an annual basis.
Performance Compensation
The Corporation's Incentive Compensation Program is intended to focus
attention on annual performance goals which are tied directly to financial
performance targets approved by the Board of Directors. The plan targets
approximately 20-35% of the executive officer's annual cash compensation to be
paid under this program. In the event the individual and the Corporation's goals
are not reached, compensation is reduced accordingly; likewise, to the extent
that individual and Corporation performance exceeds the plan, additional
compensation is paid up to a predetermined maximum. Payments under this plan are
determined and paid annually after the close of each fiscal year.
Stock Options
The Corporation's stock option program is designed to reward long-term
business success and develop a parallel interest between key employees and
stockholders. The number of stock options awarded is generally intended to
reflect the executive's current and anticipated contributions to the
Corporation. The exercise price of options granted by the Corporation during
1996 were at the fair market value at the time of grant and no
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<PAGE> 10
options granted by the Corporation during 1996 were immediately exercisable at
the time of grant but rather were subject to a vesting schedule. Stock option
information with respect to executive officers is reflected in the tables
included in this Proxy Statement.
President and Chief Executive Officer 1996 Compensation
In determining Mr. McConnell's base salary, performance compensation and
stock option grants for 1996, the Compensation Committee considered both the
Corporation's overall performance and Mr. McConnell's individual performance by
the same measures described above for determining executive officer
compensation. Accordingly, Mr. McConnell's 1996 total annual compensation was
$414,008 as compared to $330,846 and $409,800 for 1995 and 1994, respectively.
In addition, the Compensation Committee recommended and the Board endorsed
the granting to Mr. McConnell of options to purchase 50,000 shares of the
Corporation's Common Stock. The Compensation Committee considered the number of
options held by Mr. McConnell at the time of grant and determined that this
granting is consistent with the Corporation's emphasis on long-term performance
in that it ensures that Mr. McConnell's compensation is substantially dependent
on long-term stock performance.
Section 162(m) of the Internal Revenue Code
The SEC requires that this report comment upon the Corporation's policy
with respect to Section 162(m) of the Internal Revenue Code of 1986, as amended.
This section generally limits the deductibility on the Corporation's tax return
of compensation over $1 million to any of the named executive officers of the
Corporation unless the compensation is paid pursuant to a plan which is
performance-related, non-discretionary and has been approved by the
Corporation's stockholders. The Committee's policy with respect to Section
162(m) is to make every reasonable effort to ensure that compensation is
deductible to the extent permitted and appropriate while simultaneously
providing executives with appropriate rewards for their performance.
This report was prepared by the Compensation Committee:
John F. Smith, Chairman
Dr. Richard W. Young
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SUMMARY COMPENSATION TABLE
The following table sets forth compensation awarded to, earned by or paid
to the Chief Executive Officer of the Corporation and the four other most highly
compensated executive officers of the Corporation during each of the three years
ended December 31, 1996, 1995 and 1994, for services rendered in all capacities
to the Corporation and its subsidiaries during such periods. The Corporation has
not granted stock appreciation rights to any of its executive officers for such
periods. Information is furnished for each fiscal year during which such persons
were executive officers.
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
ANNUAL AWARDS
COMPENSATION --------------------- ALL OTHER
-------------------- SECURITIES UNDERLYING COMPENSATION
NAME AND PRINCIPAL POSITIONS YEAR SALARY($) BONUS($) OPTIONS(#) ($)(1)
- ---------------------------- ---- --------- -------- --------------------- ------------
<S> <C> <C> <C> <C> <C>
James M. McConnell......................... 1996 279,808 134,200 50,000 4,500
President and Chief 1995 258,846 72,000 50,000 4,500
Executive Officer 1994 245,000 164,800 -- 4,500
Joseph E. Amaral........................... 1996 137,846 41,145 15,000 4,500
Vice President and 1995 130,231 18,525 15,000 4,500
General Manager -- North 1994 122,423 40,560 -- 4,035
America Operations
Linton A. Moulding......................... 1996 132,808 32,560 15,000 4,500
Chief Financial Officer 1995 123,041 17,205 15,000 4,500
1994 112,706 36,934 -- 3,574
Kenneth L. Andersen........................ 1996 126,404 32,705 15,000 4,304
Vice President, Sales -- 1995 120,769 17,050 15,000 4,500
North America 1994 118,000 30,300 -- 3,814
Ian M. MacGregor(2)........................ 1996 126,959 27,827 15,000 --
Vice President and 1995 128,390 13,200 15,000 --
Managing Director of 1994 121,983 32,636 -- --
Instron Limited
</TABLE>
- ---------------
(1) Amount shown represents matching contributions made under the Corporation's
401(k) Plan.
(2) Effective November 18, 1996, Mr. MacGregor resigned from the position of
Vice President and Managing Director of Instron Limited and accepted the
position of President with the Instron Schenck Testing Systems joint
venture.
SEVERANCE AND OTHER AGREEMENTS
During the past four years, the Corporation entered into Executive
Severance Agreements (the "Agreements") with nine of its current executive
officers and with six additional key employees. Each Agreement, other than the
one for Mr. McConnell, provides that the employee will receive severance
benefits if the employment of the employee is terminated by the Corporation
(other than for cause or by reason of his death, disability or retirement) or by
the employee for Good Reason (as defined in the Agreements) within 24 months
after a "Change in Control" (as such term is defined in the Agreements). Mr.
McConnell's agreement provides that he will receive severance benefits if his
employment is terminated for any reason within 24 months after a Change in
Control. The Agreements generally provide for the following severance benefits:
(i) a lump-sum payment equal to 200% of the sum of the employee's annual base
salary (150% in the case of Mr. Andersen) and (ii) reimbursement of legal fees
and expenses incurred by the employee in seeking to enforce his rights under his
Agreement.
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PENSION PLANS
The following table sets forth a range of estimated annual retirement
benefits under the Corporation's U.S. Employees' Pension Plan (the "Pension
Plan") for persons in the compensation and years of service classification
specified.
PENSION PLAN TABLE
<TABLE>
<CAPTION>
ESTIMATED ANNUAL BENEFIT FOR YEARS OF SERVICE
--------------------------------------------------------------
AVERAGE ANNUAL 30 OR
COMPENSATION(1) 10 YEARS 15 YEARS 20 YEARS 25 YEARS MORE YEARS
- --------------- -------- -------- -------- -------- ----------
<S> <C> <C> <C> <C> <C>
$125,000.............................. $20,833 $31,250 $41,667 $52,083 $ 62,500
150,000.............................. 25,000 37,500 50,000 62,500 75,000
175,000.............................. 29,167 43,750 58,333 72,917 87,500
200,000.............................. 33,333 50,000 66,667 83,333 100,000
</TABLE>
- ---------------
(1) Section 401(a)(17) of the Internal Revenue Code of 1986, as amended (the
"Code"), limits the compensation taken into account in calculating an
employee's retirement benefit. The limit for compensation paid in 1996 was
$150,000.
Covered compensation includes salary and performance compensation. The
calculation for retirement benefits under the Pension Plan is based on average
annual compensation for the highest five full consecutive twelve month periods
out of the last ten full consecutive twelve month periods preceding retirement
or termination of employment. As of December 31, 1996, Messrs. Amaral, Andersen,
Moulding and McConnell were credited with 19, 14, 12 and 7 years of service,
respectively, under the Pension Plan. The estimated annual benefit for years of
service in the table above is computed on the basis of payment of a straight
life annuity at the normal retirement age of 65. The amounts in the table do not
reflect plan offsets for certain benefits provided under the Corporation's
former Employees' Profit Sharing Retirement Plan nor the required Pension Plan
offsets for social security payments.
Mr. MacGregor's retirement benefits are provided under a foreign
subsidiary's pension plan that bases benefits on years of service and
compensation. Mr. MacGregor is credited with 24 years of service under such
plan. His projected annual benefit at normal retirement age is L60,465.
11
<PAGE> 13
STOCK OPTION PLANS
The following table sets forth stock options granted in 1996 to each of the
Corporation's executive officers named in the Summary Compensation Table. The
following table also discloses for each executive officer listed the gain or
"spread" that would be realized if the options were exercised when the
Corporation's stock price had appreciated by the percentage levels indicated
from the market price on the date of grant. No stock appreciation rights were
granted to the Corporation's executive officers or other employees during 1996.
OPTIONS GRANTED IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
POTENTIAL
INDIVIDUAL GRANTS REALIZABLE
---------------------------------------------------------- VALUE AT ASSUMED
NUMBER OF ANNUAL RATE OF
SECURITIES PERCENT OF STOCK PRICE
UNDERLYING TOTAL OPTIONS APPRECIATION FOR
OPTIONS TO EXERCISE OR OPTION TERMS(3)
GRANTED EMPLOYEES BASE PRICE EXPIRATION ---------------------
NAME (#)(1) IN FISCAL YEAR ($/SH)(2) DATE 5%($) 10%($)
- ---- ---------- -------------- ----------- ---------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
James M. McConnell...... 50,000 22.1% $ 13.50 3/06/04 $322,282 $771,922
Joseph E. Amaral........ 15,000 6.6 13.50 3/06/04 96,685 231,577
Linton A. Moulding...... 15,000 6.6 13.50 3/06/04 96,685 231,577
Kenneth L. Andersen .... 15,000 6.6 13.50 3/06/04 96,685 231,577
Ian M. MacGregor........ 15,000 6.6 13.50 3/06/03 82,438 192,115
</TABLE>
- ---------------
(1) All such options are subject to a vesting schedule pursuant to which 25% of
such options vest and become exercisable on each of the first four
anniversaries of the respective grant date.
(2) The per share exercise price for all such options was equal to the market
price of the underlying security as of the date of grant.
(3) Represents amount of hypothetical potential gains from the stock options
granted in 1996. These hypothetical gains are based entirely on assumed
annual growth rates of 5% and 10% in value of the Corporation's stock price
over the life of the stock options.
The following table sets forth certain information regarding options
exercised in 1996 and options held at December 31, 1996 by the Corporation's
executive officers named in the Summary Compensation Table.
AGGREGATE EXERCISES AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
VALUE OF
NUMBER OF SECURITIES UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY
OPTIONS AT FISCAL OPTIONS AT
YEAR END(#) FISCAL YEAR END($)(1)
SHARES ACQUIRED VALUE ------------------------- -------------------------
NAME ON EXERCISE(#) REALIZED($) EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
- ---- --------------- ----------- ------------------------- -------------------------
<S> <C> <C> <C> <C>
James M. McConnell.......... 31,578 $114,470 258,500/78,500 $720,371/$51,250
Joseph E. Amaral............ 13,554 49,050 27,000/31,500 44,562/ 19,562
Linton A. Moulding.......... 9,297 35,115 25,750/31,000 43,750/ 18,562
Kenneth L. Andersen......... 1,500 8,437 18,750/31,375 26,562/ 19,312
Ian M. MacGregor............ -- -- 39,765/31,125 52,938/ 18,812
</TABLE>
- ---------------
(1) Represents the total gain which would be realized if all options, for which
the December 31, 1996 stock price of $12.75 was greater than the exercise
price, were exercised.
12
<PAGE> 14
STOCK PERFORMANCE GRAPH
Set forth below is a line graph comparing the yearly percentage change in
the cumulative total stockholder return on the Corporation's Common Stock, based
on the market price of the Corporation's Common Stock and assuming reinvestment
of dividends, with the total return of companies within the Standard & Poor's
500 Stock Index and the Precision Instruments Industry Index prepared by Value
Line, Inc. The calculation of total cumulative return assumes a $100 investment
in the Corporation's Common Stock, the S&P 500 Index and the Precision
Instruments Industry Index on December 31, 1991.
[PERFORMANCE GRAPH]
<TABLE>
<CAPTION>
Measurement Period Instron Standard & Poors Precision Instru-
(Fiscal Year Covered) Corporation 500 ments
<S> <C> <C> <C>
1991 100.00 100.00 100.00
1992 102.44 107.79 93.98
1993 115.20 118.66 127.02
1994 130.84 120.56 135.83
1995 142.98 165.78 196.47
1996 136.70 204.32 235.41
</TABLE>
CERTAIN TRANSACTIONS
In March 1996, the Corporation made loans to the following executive
officers in the following amounts to enable such officers to exercise vested
stock options: Mr. Amaral, $121,317; Mr. Moulding, $76,619; Arthur D. Hindman
(General Manager--Asia Pacific/Latin America), $65,835; and John R. Barrett
(Treasurer), $65,132. The loans bore interest at an annual rate of 7%. As of
March 28, 1997, all loans had been paid off with the exception of Mr. Moulding's
loan, which had an outstanding balance of $81,982.
13
<PAGE> 15
PROPOSAL 2
APPROVAL OF AMENDMENT TO THE 1992 STOCK INCENTIVE PLAN
On April 7, 1997, the Board of Directors adopted, and has recommended that
the stockholders approve, an amendment (the "Plan Amendment") to the
Corporation's 1992 Stock Incentive Plan (the "1992 Plan"). The Plan Amendment
provides that the number of shares of Common Stock available for issuance under
the 1992 Plan be increased from 600,000 to 900,000 shares.
The Board believes that the 1992 Plan has been, and continues to be, an
important incentive in attracting, maintaining and motivating key management
employees of the Corporation and its subsidiaries. The Board believes that the
ability to grant additional options will help retain and attract key management
employees who are in a position to contribute to the successful conduct of the
business and affairs of the Corporation and, in addition, to stimulate in such
individuals an increased desire to render greater service to the Corporation and
its subsidiaries.
THE BOARD RECOMMENDS A VOTE "FOR" APPROVAL OF THIS AMENDMENT TO THE 1992
PLAN.
DESCRIPTION OF THE 1992 PLAN, AS AMENDED
The 1992 Plan is administered by non-employee members of the Compensation
Committee (the "Committee"), and permits the granting of a variety of incentive
awards based on the Common Stock of the Corporation. The Committee has full
power to select, from among the employees eligible for awards, the individuals
to whom awards will be granted, to make any combination of awards to
participants and to determine the specific terms of each award, subject to the
provisions of the 1992 Plan. Persons eligible to participate in the 1992 Plan
are those full or part-time officers and other key employees of the Corporation
and its subsidiaries who are responsible for or contribute to the management,
growth or profitability of the Corporation and its subsidiaries. If adopted, the
Plan Amendment would increase from 600,000 to 900,000 the number of shares of
Common Stock available for issuance under the 1992 Plan (subject to adjustment
for stock splits and similar events).
Awards available under the 1992 Plan include stock options (both "Incentive
Options" and "Non-Qualified Options"), stock appreciation rights ("SARs"),
grants of restricted stock ("Restricted Stock"), grants of stock conditioned on
the attainment of individual or Corporation performance goals ("Performance
Shares") and unrestricted grants of stock ("Unrestricted Stock").
Stock Option Grants The option exercise price of each option granted
under the 1992 Plan is determined by the Committee, but in the case of
Incentive Options may not be less than 100% of the fair market value of the
shares on the date of grant. The term of each option is also fixed by the
Committee and may not exceed ten years from the date of grant in the case
of an Incentive Option or ten years and one day from the date of grant in
the case of a Non-Qualified Option. Options may be exercised by delivering
to the Corporation either cash or shares of Common Stock valued at their
fair market value on the exercise date.
Stock Appreciation Rights SARs may be granted independently or in
tandem with the grant of an option. SARs entitle the holder, upon exercise,
to receive an amount in any combination of cash or shares of Unrestricted
Stock or Restricted Stock not greater in value than the increase since the
date of grant in the value of the shares covered by such SARs. Each SAR
will terminate upon the termination or exercise of an accompanying option.
Restricted Stock Recipients of Restricted Stock must enter into a
Restricted Stock award agreement with the Corporation, setting forth the
purchase price, if any, the restrictions to which the
14
<PAGE> 16
shares are subject and the date or dates on which the restrictions will
lapse and the shares become vested. The Committee may at any time waive
such restrictions or accelerate such dates. Prior to the vesting of
Restricted Stock, the participant will have all rights of a stockholder
with respect to the shares, including voting and dividend rights, subject
only to the conditions and restrictions set forth in the 1992 Plan or in
the Restricted Stock award agreement.
Unrestricted Stock Unrestricted Stock may be issued in recognition of
past services or other valid consideration, and may be issued in lieu of
cash bonuses to be paid to employees pursuant to other bonus plans of the
Corporation.
Performance Share Awards Recipients of Performance Share awards must
enter into agreements setting forth the applicable conditions, as
determined by the Committee. Except as otherwise determined by the
Committee, rights under a Performance Share award will terminate upon a
participant's termination of employment.
The 1992 Plan provides that in the event of a "Change of Control" (as
defined in the 1992 Plan) of the Corporation, all stock options, SARs and
Performance Share awards shall automatically become fully exercisable, subject
to certain limitations, and restrictions and conditions on awards of Restricted
Stock shall automatically be deemed waived.
TAX ASPECTS UNDER THE U.S. INTERNAL REVENUE CODE
The following is a summary of the principal Federal income tax consequences
of option grants under the 1992 Plan. It does not describe all Federal tax
consequences under the 1992 Plan, nor does it describe state or local tax
consequences.
INCENTIVE OPTIONS
Under the Code, an employee will not realize taxable income by reason of
the grant or the exercise of an Incentive Option. If an employee exercises an
Incentive Option and does not dispose of the shares until the later of (a) two
years from the date the option was granted or (b) one year from the date the
shares were transferred to the employee, the entire gain, if any, realized upon
disposition of such shares will be taxable to the employee as long-term capital
gain, and the Corporation will not be entitled to any deduction. If an employee
disposes of the shares within such one-year or two-year period in a manner so as
to violate the holding period requirements (a "disqualifying disposition"), the
employee generally will realize ordinary income in the year of disposition and
the Corporation will receive a corresponding deduction, in an amount equal to
the excess of (1) the lesser of (x) the amount, if any, realized on the
disposition and (y) the fair market value of the shares on the date the option
was exercised over (2) the option price. Any additional gain realized on the
disposition will be long-term or short-term capital gain and any loss will be
long-term or short term capital loss. The employee will be considered to have
disposed of his shares if he sells, exchanges, makes a gift of or transfers
legal title to the shares (except by pledge or by transfer on death). If the
disposition of shares is by gift and violates the holding period requirements,
the amount of the employee's ordinary income (and the Corporation's deduction)
is equal to the fair market value of the shares on the date of exercise less the
option price. If the disposition is by sale or exchange, the employee's tax
basis will equal the amount paid for the shares plus any ordinary income
realized as a result of the disqualifying distribution. The exercise of an
Incentive Option may subject the employee to the alternative minimum tax.
Special rules apply if an employee surrenders shares of Common Stock in
payment of the exercise price of his Incentive Option.
15
<PAGE> 17
NON-QUALIFIED OPTIONS
There are no Federal income tax consequences to either the optionee or the
Corporation on the grant of a Non-Qualified Option. On the exercise of a
Non-Qualified Option, the optionee (except as described below) has taxable
ordinary income equal to the excess of the fair market value of the Common Stock
received on the exercise date over the option price of the shares. The
optionee's tax basis for the shares acquired upon exercise of a Non-Qualified
Option is increased by the amount of such taxable income. The Corporation will
be entitled to a Federal income tax deduction in an amount equal to such excess,
provided the Corporation complies with applicable withholding rules. Upon the
sale of the shares acquired by exercise of a Non-Qualified Option, the optionee
will realize long-term or short-term capital gain or loss depending upon his or
her holding period for such shares.
Section 83 of the Code and the regulations thereunder provide that the date
for recognition of ordinary income (and the Corporation's equivalent deduction)
upon exercise of a Non-Qualified Option and for the commencement of the holding
period of the shares thereby acquired by a person who is subject to Section 16
of the Securities Exchange Act of 1934 will be delayed until the date that is
the earlier of (i) six months after the date of the exercise and (ii) such time
as the shares received upon exercise could be sold at a gain without the person
being subject to such potential liability.
Special rules apply if an optionee surrenders shares of Common Stock in
payment of the exercise price of a Non-Qualified Option.
PARACHUTE PAYMENTS
The exercise of any portion of any option that is accelerated due to the
occurrence of a change of control may cause a portion of the payments with
respect to such accelerated options to be treated as "parachute payments" as
defined in the Code. Any such parachute payments may be non-deductible to the
Corporation, in whole or in part, and may subject the recipient to a
non-deductible 20% Federal excise tax on all or part of such payment (in
addition to other taxes ordinarily payable).
1992 PLAN BENEFITS
The Committee has not granted any stock options or other awards covering
the additional 300,000 shares of Common Stock that will be issuable under the
1992 Plan if the Plan Amendment is adopted by the stockholders. Accordingly, the
benefits or amounts that will be received by or allocated to any individual or
group of individuals under the 1992 Plan as amended by the Plan Amendment are
not determinable.
16
<PAGE> 18
OTHER MATTERS
QUORUM; STOCKHOLDER VOTE REQUIRED
The presence, in person or by proxy, of at least a majority of the total
number of outstanding shares of Common Stock entitled to vote is necessary to
constitute a quorum for the transaction of business at the Annual Meeting. In
accordance with the rules of the Securities and Exchange Commission (the "SEC"),
a box and a designated space are provided on the enclosed proxy card for
stockholders to mark if they wish to "withhold authority" to vote for any of the
Corporation's nominees for Directors. In accordance with the Corporation's
By-Laws and applicable state law, votes withheld for Directors' nominees,
abstentions and "broker non-votes" (that is, shares represented at the meeting
which are held by a broker or nominee and as to which (i) instructions have not
been received from the beneficial owner or the person entitled to vote and (ii)
the broker or nominee does not have discretionary voting power) shall be treated
as shares that are present and entitled to vote for purposes of determining
whether a quorum is present. The Corporation's By-Laws provide that the election
of Directors shall be determined by a plurality of votes cast by stockholders,
and thus shares represented by a proxy that withholds authority to vote for a
particular nominee or nominees will have no effect on the outcome of voting for
the election of Directors. In addition, with respect to the Plan Amendment, the
affirmative vote of a majority of the shares voting on such matter is required
to approve the Plan Amendment and thus abstentions and broker non-votes will
have no effect on the outcome of voting on such proposal.
INDEPENDENT ACCOUNTANTS
A representative of Coopers & Lybrand L.L.P., who have been the independent
accountants for the Corporation since August 1992, and who have been appointed
by the Board to serve in that capacity for 1997, is expected to be present at
the Annual Meeting and will be given an opportunity to make a statement if he or
she so desires. The representative of Coopers & Lybrand L.L.P. will also be
available to respond to appropriate questions.
PROPOSALS BY STOCKHOLDERS
For a stockholder proposal to be included in the Corporation's Proxy
Statement for the Corporation's 1998 Annual Meeting, it must be received at the
principal executive offices of the Corporation on or before December 16, 1997.
Such a proposal must comply with the requirements as to form and substance
established by the SEC in order to be included in the Corporation's Proxy
Statement.
In addition, the Corporation's By-Laws provide that any stockholder of
record wishing to have a stockholder proposal considered at an Annual Meeting,
other than a stockholder proposal included in the Corporation's Proxy Statement
pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, must provide
written notice of such proposal and appropriate supporting documentation, as set
forth in the By-Laws, to the Corporation at its principal executive offices not
less than 75 days nor more than 120 days prior to the date of the scheduled
annual meeting; provided, however, that in the event that less than 90 days
notice or prior public disclosure of the scheduled date of the meeting is given
or made to stockholders, notice by the stockholder must be received no later
than the close of business on the 15th day following the day on which such
notice of the scheduled date of the meeting was mailed or such disclosure was
made, whichever first occurs.
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934
The Corporation's executive officers and Directors and beneficial owners of
more than 10% of its Common Stock are required under Section 16(a) of the
Securities Exchange Act of 1934 to file reports of
17
<PAGE> 19
ownership and changes in ownership with the SEC. Copies of those reports must
also be furnished to the Corporation. Based solely on a review of the copies of
reports furnished to the Corporation and written representations that no other
reports were required, the Corporation believes that during its 1996 fiscal year
no person who was a Director, executive officer or greater than 10% beneficial
owner of the Corporation's Common Stock failed to file on a timely basis all
reports required by Section 16(a).
IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AND VOTED AT THE ANNUAL
MEETING. YOU ARE URGED TO SIGN, DATE AND PROMPTLY MAIL THE PROXY CARD IN THE
ENCLOSED POSTAGE PAID ENVELOPE.
18
<PAGE> 20
THIS IS YOUR PROXY CARD.
YOUR VOTE IS IMPORTANT.
Whether or not you plan to attend the Annual Meeting of Stockholders, you can be
sure your shares are represented at the meeting by promptly returning your proxy
in the enclosed envelope.
DETACH HERE INS F
INSTRON CORPORATION
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
P
The undersigned hereby constitutes and appoints James M. McConnell,
R Linton A. Moulding and John R. Barrett, and each of them, as proxies with
full power to appoint his substitute and authorizes each of them to
O represent and to vote all shares of Common Stock of Instron Corporation
held of record by the undersigned at the close of business on March 16,
X 1997, at the Annual Meeting of Stockholders of Instron Corporation to be
held at Boston EquiServe, 150 Royall Street, Canton, Massachusetts, on
X Wednesday May 14, 1997, at 10:00 a.m. (local time), and at any adjournments
or postponements thereof.
WHEN PROPERLY EXECUTED, THIS PROXY WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED STOCKHOLDER(S). IF THIS PROXY IS PROPERLY EXECUTED
AND NO CHOICE IS SPECIFIED BY THE UNDERSIGNED STOCKHOLDER(S) WITH RESPECT TO
ANY MATTER, THE PROXY WILL BE VOTED IN ACCORDANCE WITH THE RECOMMENDATION OF
THE BOARD OF DIRECTORS WITH RESPECT TO SUCH MATTER. THE BOARD RECOMMENDS A
VOTE "FOR" THE ELECTION OF THE THREE NOMINEES OF THE BOARD OF DIRECTORS
LISTED IN PROPOSAL 1 AND A VOTE "FOR" THE AMENDMENT TO INSTRON
CORPORATION'S 1992 STOCK INCENTIVE PLAN DESCRIBED IN PROPOSAL 2. A
STOCKHOLDER WISHING TO VOTE IN ACCORDANCE WITH THE BOARD OF DIRECTORS'
RECOMMENDATIONS NEED ONLY SIGN AND DATE THIS PROXY ON THE REVERSE SIDE AND
RETURN IT IN THE ENCLOSED ENVELOPE.
The undersigned hereby acknowledges receipt of the Notice and Proxy
Statement for the 1997 Annual Meeting of Stockholders and hereby revokes any
proxy or proxies heretofore given.
-----------
CONTINUED AND TO BE SIGNED ON REVERSE SIDE SEE REVERSE
SIDE
-----------
<PAGE> 21
<TABLE>
<S> <C>
DETACH HERE INS F
[X] Please mark
votes as in
this example.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR
ALL NOMINEES LISTED IN PROPOSAL 1 BELOW. PROPOSAL 2.
FOR AGAINST ABSTAIN
1. ELECTION OF A CLASS OF THREE DIRECTORS 2. AMENDMENT TO 1992 STOCK [ ] [ ] [ ]
NOMINEES: Harold Hindman, Richard W. Young INCENTIVE PLAN
and Sheldon Rutstein
FOR [ ] [ ] WITHHELD 3. In their discretion, the proxies are authorized to vote upon such
ALL FROM ALL other business as may properly come before the meeting or any
NOMINEES NOMINEES adjournments or postponements thereof.
[ ]
__________________________________________
For all nominees except vote withheld from MARK HERE
the nominee(s) set forth above FOR ADDRESS [ ]
CHANGE AND
NOTE AT LEFT
Where there is more than one holder, each should sign.
When signing as an attorney, administrator, executor, guardian or
trustee, please add your title as such.
If executed by a corporation, the proxy should be signed by a duly
authorized person, stating title or authority.
PLEASE SIGN NAME EXACTLY AS SHOWN.
Signature: __________________________ Date: _____________ Signature: __________________________ Date: _____________
</TABLE>
<PAGE> 22
THIS IS YOUR VOTING INSTRUCTION CARD.
YOUR VOTE IS IMPORTANT.
DETACH HERE IN2 F
INSTRON CORPORATION
THIS VOTING INSTRUCTION CARD IS SOLICITED ON
BEHALF OF THE BOARD OF DIRECTORS
The undersigned instructs the VANGUARD FIDUCIARY TRUST COMPANY, as
Trustee under the Instron Corporation Savings and Security Plan Trust (the
"Plan") to vote (in person or by proxy) all shares of Common Stock of
Instron Corporation for which the undersigned has voting rights under the
Plan at the close of business on March 16, 1997 (the "Shares") at the Annual
Meeting of Stockholders of Instron Corporation to be held at Boston
EquiServe, 150 Royall Street, Canton, Massachusetts, on Wednesday May 14,
1997, at 10:00 a.m. (local time), and at any adjournments or postponements
thereof.
WHEN THIS CARD IS PROPERLY EXECUTED, THE SHARES WILL BE VOTED IN THE
MANNER DIRECTED HEREIN BY THE UNDERSIGNED PARTICIPANT. IF THIS VOTING
INSTRUCTION CARD IS PROPERLY EXECUTED AND NO CHOICE IS SPECIFIED BY THE
UNDERSIGNED PARTICIPANT WITH RESPECT TO ANY MATTER, THE SHARES WILL BE VOTED
IN ACCORDANCE WITH THE RECOMMENDATION OF THE BOARD OF DIRECTORS WITH RESPECT
TO SUCH MATTER. THE BOARD RECOMMENDS A VOTE "FOR" THE ELECTION OF THE THREE
NOMINEES OF THE BOARD OF DIRECTORS LISTED IN PROPOSAL 1. AND A VOTE "FOR"
THE AMENDMENT TO INSTRON CORPORATION'S 1992 STOCK INCENTIVE PLAN DESCRIBED
IN PROPOSAL 2. A PARTICIPANT WISHING TO VOTE IN ACCORDANCE WITH THE BOARD OF
DIRECTORS' RECOMMENDATIONS NEED ONLY SIGN AND DATE THIS VOTING INSTRUCTION
CARD ON THE REVERSE SIDE AND RETURN IT IN THE ENCLOSED ENVELOPE.
The undersigned hereby acknowledges receipt of the Notice and Proxy
Statement for the 1997 Annual Meeting of Stockholders and hereby revokes any
voting instructions heretofore given.
-----------
CONTINUED AND TO BE SIGNED ON REVERSE SIDE SEE REVERSE
SIDE
-----------
<PAGE> 23
<TABLE>
<S> <C>
DETACH HERE IN2 F
[X] Please mark
votes as in
this example.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR
ALL NOMINEES LISTED IN PROPOSAL 1 BELOW. PROPOSAL 2.
FOR AGAINST ABSTAIN
1. ELECTION OF A CLASS OF THREE DIRECTORS 2. AMENDMENT TO 1992 STOCK [ ] [ ] [ ]
NOMINEES: Harold Hindman, Richard W. Young INCENTIVE PLAN
and Sheldon Rutstein
FOR [ ] [ ] WITHHELD 3. In its discretion, the Trustee is authorized to vote (in person
ALL FROM ALL or by proxy) upon such other business as may properly come
NOMINEES NOMINEES before the meeting or any adjournments or postponements
thereof.
[ ]
__________________________________________
For all nominees except vote withheld from MARK HERE
the nominee(s) set forth above FOR ADDRESS [ ]
CHANGE AND
NOTE AT LEFT
PLEASE SIGN, DATE AND PROMPTLY MAIL YOUR VOTING
INSTRUCTION CARD IN THE ENCLOSED ENVELOPE.
PLEASE SIGN NAME EXACTLY AS SHOWN.
Signature: __________________________ Date: _____________ Signature: __________________________ Date: _____________
</TABLE>
