SCHEDULE 14A INFORMATION
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Exchange Act of 1934 (Amendment No. )
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MacDermid, Incorporated
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MACDERMID
Incorporated
245 Freight Street
Waterbury, CT. 06702-0671
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JULY 19, 2000
The Annual Meeting of Shareholders of MacDermid, Incorporated
("MacDermid") will be held at the Naugatuck Valley Community College, Fine Arts
Center, 750 West Main Street, Waterbury, CT. on Wednesday, July 19, 2000 at 3:00
P.M. EDT, for the following purposes:
1. To elect seven directors to hold office until the next annual
meeting or until their successors are elected and qualified; and
2. To transact such other business as may properly come before the
meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on May 26, 2000
as the record date for the determination of shareholders who will be
entitled to notice of and to vote at the meeting.
You are requested to promptly vote, date and sign the enclosed proxy
and return it in the enclosed postage-paid envelope at your earliest
convenience prior to the meeting. Because it is impractical to eliminate
duplication, separate proxies are mailed to persons whose names are shown in
more than one way on MacDermid's stock records. Therefore, you may receive
more than one proxy. Please vote, date, sign and return all proxies
received.
If you are an employee participating in MacDermid's Employees Profit
Sharing or Employee Stock Ownership Plans, you will receive separate
instructions covering shares held for your account in such plan or plans.
Your proxy vote is very important. Prompt return of all your proxies
will minimize proxy solicitation expense, assure a quorum and avoid
confusion and delay at the meeting.
By Order of the Board of Directors,
Waterbury, Connecticut MARY ANNE B. TILLONA
June 19, 2000 Corporate Secretary
(IN ORDER TO AVOID UNNECESSARY EXPENSE), we urge you to indicate voting
instructions on the enclosed proxy and date, sign and return it promptly
PRIOR to the meeting in the envelope provided, no matter how large or small
your holdings may be.
Note:
Shareholders please note that an employee information session will be held
beginning at 1:00 p.m., just prior to the start of the annual shareholders
meeting on Wednesday July 19, 2000. All shareholders are cordially invited to
attend this information session as well at the same location.
MACDERMID
Incorporated
245 Freight Street
Waterbury, Connecticut 06702-0671
PROXY STATEMENT GENERAL
THE ACCOMPANYING PROXY IS BEING SOLICITED BY THE BOARD OF DIRECTORS OF
MACDERMID, INCORPORATED ("MACDERMID") for use at the annual meeting of
Shareholders of MacDermid and at any and all adjournments thereof (the
"Meeting") to be held, pursuant to the accompanying Notice of Annual Meeting
of Shareholders, at Naugatuck Valley Community College, Fine Arts Center,
Waterbury, CT. on Wednesday, July 19, 2000 at 3:00 P.M., EDT.
Each holder of MacDermid's common stock (the "Common Stock") is
entitled to one vote per share on each matter to be brought before the
Meeting. Valid proxies will be voted as specified thereon at the Meeting.
Any shareholder giving a proxy in the accompanying form (a "Proxy") retains the
power to revoke it at any time prior to the exercise of the powers
conferred thereby by (1) delivering written notice of such revocation to
Mary Anne B. Tillona, Corporate Secretary, MacDermid, Incorporated, 245 Freight
Street, Waterbury, Connecticut 06702-0671; (2) delivering to the Corporate
Secretary a duly executed Proxy or other proxy form bearing a date
subsequent to the date on the given Proxy; or (3) appearing at the Meeting
and requesting to vote his or her shares in person. Any shareholder who
attends the Meeting in person will not be deemed thereby to revoke the Proxy
unless such shareholder affirmatively indicates at the Meeting his intention
to vote the shares in person.
Unless a shareholder provides contrary instructions on a Proxy, all
shares represented by the Proxy (if not revoked before such shares are
voted) will be voted for the election of the nominees for directors named
below, and by the persons granted the proxies in their discretion on any other
business properly to come before the Meeting.
MacDermid has retained D.F. King & Co., Inc. of New York, New York
("King") to assist with the solicitation of Proxies and the mailing and
distribution of proxy material. The anticipated cost of King's services is
approximately $4,000, plus reimbursement of expenses. MacDermid
will bear the cost of the solicitation of Proxies, which may include the
reasonable expenses of brokerage firms and others for forwarding Proxies and
proxy material to the beneficial owners of Common Stock of MacDermid. In
addition to the use of the mails, Proxies may be solicited by King and by
regular employees of MacDermid personally or by telephone or telegram.
Votes will be counted by employees of Computershare Investor Services, LLC of
Chicago, Illinois("Computershare"), the Corporation's transfer agent. MacDermid
currently anticipates that Ms. Mary Anne B. Tillona, the Corporate Secretary of
MacDermid, will be the Inspector of Election who will certify the votes at the
meeting of shareholders.
Only holders of Common Stock of record at the close of business on
May 26, 2000 are entitled to notice of and to vote at the Meeting. On that
date there were 31,152,611 shares of Common Stock outstanding and entitled to
be voted. Holders of a majority of such outstanding shares, present in
person or represented by proxy, will be necessary to constitute a quorum at
the Meeting. If a quorum is present, the affirmative vote of a majority of
the shares present in person or represented by proxy at the Meeting will be
necessary for the election of each nominee for director and for the approval of
the other items proposed. Abstentions and broker non-votes are counted for
purposes of determining the presence or absence of a quorum. Abstentions are
counted in determining the shares represented at the Meeting with respect to
each proposal presented to shareholders, but broker non-votes are not counted
for such purpose.
Any shares held for the account of a shareholder who participates in
the MacDermid Dividend Reinvestment Plan will be voted automatically with
the shareholder's other shares of Common Stock as directed by the
shareholder on the enclosed Proxy.
The approximate date on which this Proxy Statement and the accompanying
Proxy are first sent to shareholders is June 19, 2000. MacDermid's Annual
Report to Shareholders, containing financial statements for the fiscal year
ended March 31, 2000, accompanies these proxy materials to each shareholder.
EVERY SHAREHOLDER'S VOTE IS IMPORTANT
Please complete, sign and return your proxy card
in the enclosed envelope.
ITEM 1
ELECTION OF DIRECTORS
In connection with the merger on February 18, 1999 of PTI, Inc. with and
into MacDermid, during fiscal year 2000 the Board of Directors increased the
number directors from six (6) to seven (7). At that time, Mr. Joseph M.
Silvestri was elected to the Board of Directors, as permitted by MacDermid's
By-Laws.
The Board of Directors, pursuant to the By-Laws, as amended, has fixed at
seven (7) the number of directors to be elected at the Meeting. Shares
represented by Proxies will be voted for the election of the nominees for
Director listed below, unless otherwise indicated. Each Director of MacDermid
shall serve until the next annual meeting or until his successor has been
elected and qualified. Thomas W. Smith, a current member of MacDermid's Board
of Directors, will not stand for re-election at the annual meeting. The
Nominating Committee has nominated T. Quinn Spitzer to serve as director in his
stead. Except for Mr. Spitzer, all nominees are currently Directors of
MacDermid.
Management has no reason to believe that any nominee named below will
be unable to serve as a Director. If at the time of the Meeting a nominee
should be unable to stand for election, it is the intention of the persons
granted the Proxies to vote in their discretion for such person as may be
designated as a nominee by the Board of Directors of MacDermid.
The following information has been provided by each Director nominee.
-NOMINEES FOR DIRECTOR-
R. NELSON GRIEBEL Mr. Griebel joined MacDermid in February of 1999. He
currently serves as a Director, President and Chief Operating Officer of
MacDermid. Prior to joining MacDermid, and since July 1993, Mr. Griebel served
as Executive Vice President - West Region for BankBoston, N.A. Mr. Griebel has
an A.B. from Dartmouth College and a J.D. from Suffolk University School of Law.
Mr. Griebel has been involved in a variety of business and charitable
organizations throughout Connecticut.
Principal occupation - President and Chief Operating Officer of MacDermid.
Director since 1999
123,562 shares - *(2)(4)
Member of the Executive and Nominating Committees.
Age: 51
HAROLD LEEVER Mr. Leever joined MacDermid
in 1938. He was elected President in 1954 and
Chairman of the Board in 1977. Mr. Leever is
currently Chairman emeritus. Mr. Leever is
active in a number of organizations concerned
with education, health and youth development.
Mr. Leever has a B.S. degree in Chemical
Engineering from Michigan State University.
Principal occupation - Director of MacDermid
Director since 1947
1,685,011 shares - 5.4% (1)
Member of the Executive and Nominating Committees.
Age: 86
--NOMINEES FOR DIRECTOR --
DANIEL H. LEEVER Mr. Leever joined MacDermid in
1982. In 1989, he was appointed Senior Vice
President and Chief Operating Officer. The
following year, he was appointed President and
Chief Executive Officer. In 1998, Mr. Leever was
appointed Chairman of the Board and currently
serves as Chairman and Chief Executive Officer.
Mr. Leever attended undergraduate school at Kansas
State University and the graduate school at the
University of New Haven School of Business.
Principal occupation -Chairman of the Board and Chief Executive Officer of
MacDermid
Director since 1989
2,623,907 shares - 8.4% (3)
Member of the Executive and Nominating Committees
Age: 51
DONALD G. OGILVIE - Mr. Ogilvie has been
Executive Vice President of the American
Bankers Association since 1985. From 1980 to
1985 he was a Vice President of Celanese Corporation
and from 1977 to 1980 Associate Dean of Yale
University's School of Organization and Management.
Earlier, he held posts in the U.S. Department of
Defense and in the Executive Office of the President
as Associate Director of National Security and
International Affairs in the Office of Management
and Budget. Mr. Ogilvie has a B.A. degree from Yale
University and an M.B.A. from Stanford University's
School of Business.
Principal occupation - Executive Vice President of American Bankers Association
Director since 1986
10,063 shares - *(4)
Member of the Audit, Compensation, Executive and Nominating Committees.
Age: 57
--NOMINEES FOR DIRECTOR--
JAMES C. SMITH Mr. Smith is Chairman of
the Board and Chief Executive Officer of
Webster Financial Corporation and its subsidiary, Webster Bank of
Connecticut. He also serves, and has served since prior to 1987, as President
of Webster. Mr. Smith is active in a number of organizations dedicated to
enhancing the quality of life in the communities served by Webster. Mr. Smith
has an AB degree from Dartmouth College.
Principal occupation - Chairman of the Board and Chief Executive Officer of
Webster Financial Corporation and its subsidiary, Webster Bank of Connecticut.
Director since 1994
12,691 shares - * (4)
Member of the Audit, Compensation, Executive and Nominating Committees.
Age: 51
JOSEPH M. SILVESTRI Mr. Silvestri has been a Vice President of Citicorp Venture
Capital Ltd. since 1995. He is a member of the boards of directors and
compensation committees of Triumph Group, Inc, a manufacturer and distributor of
aircraft components, and The GNI Group, Inc, a waste management services
corporation. Mr. Silvestri also serves on the Boards of Directors of a number
of private corporations. Mr. Silvestri has a BS degree from Pennsylvania State
University and an MBA degree from Columbia Business School.
Principal occupation - Vice President of Citicorp Venture Capital Ltd.
Director since 1999
41,341 shares - * (4)
Member of the Audit, Compensation, Executive and Nominating Committees.
Age: 38
T. QUINN SPITZER, JR. Mr. Spitzer is a partner in McHugh Consulting, a
management consulting firm specializing in business strategy and complexity
management. Mr. Spitzer has been an independent consultant since 1973. In 1978
he joined the consulting firm of Kepner-Tregoe, Inc. of Princeton, N.J. In
1990, he was appointed as President and Chief Executive Officer of
Kepner-Tregoe, and in 1996 he also became Chairman of the Board of
Kepner-Tregoe. In 1999 he established McHugh Consulting. Mr. Spitzer received
his undergraduate education from the University of Virginia and his graduate
education from the University of Georgia. He serves on the Boards of Directors
of a number of organizations, including the National Alliance of Business.
Principal Occupation - Partner, McHugh Consulting
300 shares - *(4)
Nominated for Appointment to the Audit, Compensation, Executive and Nominating
Committees
Age: 51
* Indicates less than 1% of the outstanding shares of Common Stock.
Notes to Election of Directors
(1) Includes 265,089 shares owned by his wife, Ruth Ann Leever, as to
all of which shares Mr. Leever disclaims any beneficial interest, and 41,211
shares held by MacDermid's Profit Sharing and Employee Stock Ownership
Plans. BankBoston N.A. and Mr. Daniel Leever as co-trustees of certain trusts,
may have or succeed to the rights to vote 1,114,401 shares. A portion of the
information for Mr. Leever was obtained from his amended Schedule 13G dated
March 14, 2000. MacDermid has entered into an agreement with Mr. Leever that up
to the greater of $522,988 or the then face amount of a life insurance policy
held by MacDermid on Mr. Leever's life will be used to purchase a portion of his
MacDermid shares upon his death. The total purchases to be made are not to
exceed the total of the state and federal estate taxes and funeral and
administration expenses of Mr. Leever's estate. The price per share of such
purchase is to be the market price at the time of death.
(2) Includes 562 shares held by MacDermid's Profit Sharing and Employee
Stock Ownership plans (reported as of March 31, 2000), 10,000 shares which are
subject to restrictions on transfer, which restrictions shall lapse as to 5,000
shares in each of February, 2001 and February, 2002 under the terms of the 1995
Equity Incentive Plan and 100,000 shares which may be acquired upon exercise of
options granted under the Option Plan.
(3) Includes 145,435 shares held by MacDermid's Profit Sharing and
Employee Stock Ownership plans (reported as of March 31, 2000), 90,000 shares
which are subject to restrictions on transfer until June 14, 2000 and 86,500
shares which are subject to restrictions on transfer until April 19, 2002 under
the terms of the Special Stock Purchase Plan, 462,065 shares which may be
acquired upon exercise of options granted under the Special Stock Purchase Plan
and 500,000 shares which may be acquired upon exercise of options granted under
the MacDermid Incorporated Stock Option Plan dated July 6, 1998. Also includes
40,488, and 10,020 shares which are subject to restrictions on transfer until
May 14, 2001 and May 14, 2002, respectively, under the terms of the MacDermid
1995 Equity Incentive Plan. Includes 74,703 shares held in trust by Mr. Leever
for his sons and 3,390 shares owned by his spouse, as to all of which Mr. Leever
disclaims beneficial interest. Also includes 1,114,401 shares held by certain
trusts established by Mr. Harold Leever, of which Mr. Daniel Leever is
co-trustee.
(4) Owner has sole voting power.
COMPENSATION COMMITTEE
REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee has furnished the following report on executive
compensation in the fiscal year ended March 31, 2000.
EXECUTIVE COMPENSATION
The Compensation Committee is primarily responsible for MacDermid's overall
executive compensation policy of compensating MacDermid's officers competitively
with those of comparable companies, rewarding exceptional performance where
appropriate and providing incentive for future performance through cash
incentive payments and equity incentives. In fiscal year 2000, MacDermid's
executive compensation generally had three basic components: annual base
salary, short-term cash incentive bonus and equity incentives (long term
compensation).
In establishing levels of annual salary, incentive bonus and equity
incentives, the Committee generally considers, in order of emphasis, the
following factors: (i) MacDermid's performance, or in certain cases group
performance, relative to Committee expectations, (ii) the performance and
achievements of MacDermid's executives, individually, and collectively, (iii)
the responsibilities of each executive, (iv) the compensation practices of peer
companies, and (v) the level of cash compensation and equity incentives required
to attract and hold qualified executives.
MacDermid uses a comparator group of specialty chemical companies, (the
"Comparator Group") to serve as a factor for determining the appropriate cash
and equity incentive components of the program. The companies in the Comparator
Group are selected based upon their similarity to MacDermid,
relative complexity, and scope. Earnings trends, return on equity and other
performance measures are compared. The size and composition of the Comparator
Group may change from year to year. The Comparator Group differed from the
group of companies included in the Media General Specialty Chemical stock index
used in the Comparative Stock Performance graph on page 8. The Media General
Specialty Chemical stock index, which consists of approximately 70 companies, is
too unwieldy to use for compensation purposes because of the large number of
companies and their disparate compensation practices. The Comparator Group is
not used in the performance graph principally because of the need to maintain
consistency in the indices or peer groups used in the graph.
Before considering the compensation factors discussed above, the Committee
targets annual base compensation at a level which, together with incentive
bonuses, would provide cash compensation to individual executives at below
median market compensation levels for poor corporate or unit performance, at
median market compensation levels for good performance, and above median market
compensation levels for excellent performance.
Executives, other than the Chief Executive Officer, were eligible to
receive incentive bonuses pursuant to MacDermid's Short-Term Executive Incentive
Compensation Plan, the purpose of which is to motivate executives to use their
best efforts to enhance shareholder value through improvements in MacDermid's
financial performance. The Committee used a formula in determining the amount
of the executive incentive bonus. The formula utilizes the following three
factors: (i) the increase in consolidated earnings per share averaged over the
most recent two-year period (the "EPS Change"), (ii) the relationship of net
earnings to net sales ("ROS") and (iii) the relationship of net earnings to
average shareholders' equity ("ROE"). An incentive bonus was paid with respect
to a particular factor only if the EPS Change, ROS or ROE equaled or exceeded
3%, 4% and 14%, respectively. The factors may be measured on corporate or group
performance. The amount of incentive bonus that is actually paid to corporate
executive officers is subject to downward adjustment by the Committee based upon
individual performance.
During the fiscal year ended March 31, 2000, MacDermid's executives were
eligible to receive equity incentives (Stock Options or Restricted Stock Awards)
under the MacDermid Special Stock Purchase Plan (the "Special Stock Purchase
Plan"), the MacDermid, Incorporated 1995 Equity Incentive Plan (the "Equity
Incentive Plan") and stock options under the MacDermid Stock Option Plan dated
July 6, 1998 (the "Stock Option Plan"), (the Special Stock Purchase Plan, Equity
Incentive Plan and Stock Option Plan collectively referred to as the "Plans").
The Committee administers the Plans, and awards equity incentives to executives
and other employees of MacDermid. The purpose of awarding equity incentives
under the Plans is to enable MacDermid to attract, retain and motivate its
employees to exert their best efforts to enhance shareholder value by giving
them the ability to participate in the long-term growth of MacDermid. The
Committee generally considers the same factors in establishing the amounts of
equity awards for MacDermid's executive officers as those listed above. The
amounts of the awards are based upon the relative position of each executive
officer within MacDermid and individual performance independent of the terms and
amount of awards previously granted.
During fiscal year 2000, the Compensation Committee did not authorize any
grants of restricted stock.
Stock options awarded under the Stock Option Plan are in the form of
options to purchase a specified number of shares of MacDermid common stock at an
exercise price which is set at a premium over the market price on the date of
grant. The actual premium is set by the Compensation Committee. The exercise
price for options granted during fiscal year 2000 is a 33% premium above the
average closing price on the five trading days preceding the date of grant. The
period for exercising an option will begin four years after the date of grant
and will end ten years after the date of grant. Vesting requirements, if any,
are established by the Committee. Unless determined otherwise by the
Compensation Committee, the exercise period will automatically terminate ninety
(90) days after the grantee ceases to be employed by the Company on a full time
basis, for any reason. During fiscal year 2000, options were granted to Messrs.
Largan, Cordani and Bolingbroke to purchase 10,000, 10,000 and 10,000 shares,
respectively of MacDermid common stock under the terms of the Stock Option Plan.
The exercise price for the foregoing grants was set at a premium of 33% above
the average closing price on the five trading days preceding the date of grant.
Mr. Griebel was granted a multi-year option grant in fiscal year 1999 under the
Option Plan and therefore Mr. Griebel was not awarded additional options in
fiscal year 2000. Under normal circumstances, the Compensation Committee
anticipates that Mr. Griebel will not be awarded additional option grants until
fiscal year 2002.
Stock Options awarded under the Special Stock Purchase Plan are in the form
of options to purchase a specified number of restricted shares of MacDermid
Common Stock at an exercise price at least 66.6% of the market price of the
Common Stock on the date of award. The options are generally exercisable only
during the four-year period beginning on the date of award. However, at the
1996 Annual Meeting, the shareholders approved amendments to the Special Stock
Purchase Plan which may extend the foregoing exercise period under certain
conditions. The shares of Common Stock acquired upon any exercise are treated
as restricted stock for a period of four years commencing on the date of
exercise. Such shares may not be sold during such period (other than to
MacDermid at the exercise price) and must be resold to MacDermid at the exercise
price if the participant's employment with MacDermid is terminated during such
period, except in the case of death, retirement, permanent disability or
involuntary termination without cause. Such restrictions may, however, be
waived by the Committee in its discretion from time to time. No options were
granted under the special Stock Purchase Plan during fiscal years 1998, 1999 or
2000.
The Committee believes that the Plans allow executive officers to participate in
the enhancement of shareholder value.
CHIEF EXECUTIVE OFFICER COMPENSATION
Compensation for Daniel H. Leever, MacDermid's Chairman and Chief Executive
Officer, was determined in accordance with the terms of the MacDermid,
Incorporated Executive Compensation Plan, the material terms of which were
approved by the Company's shareholders at the 1998 Annual Meeting. Under the
terms of the plan, no base salary was paid to Mr. Leever. The amount of
performance based short-term annual compensation which was paid to Mr. Leever
during fiscal year 2000 was based directly and solely upon the following
factors: (i) earnings per share, and (ii) the two-year average of earnings per
share growth. Compensation under the plan was determined in two components.
The first component was determined by multiplying $5,700.00 by the number of
cents per share the Company has earned for the fiscal year up to $1.00. The
second component was determined by multiplying $5,700.00 by the number of cents
per share earned by the Company, during the fiscal year, above $1.00 further
multiplied by a factor of from 0 to 2.5, which factor is determined based upon
the two year average of earnings per share growth. For fiscal year 2000, the two
year average growth in earnings per share was approximately 8.2%, and as a
result the factor was 1.0. Mr. Leever's annual performance based compensation
was determined and paid solely in accordance with the terms of the plan as noted
above.
Mr. Leever was awarded a multi-year grant of MacDermid stock options in
fiscal year 1999 under the Option Plan and therefore Mr. Leever was not awarded
additional option grants in fiscal year 2000. Under normal circumstances, the
Compensation Committee anticipates that Mr. Leever will not be awarded
additional option grants until fiscal year 2002. Mr. Leever did not receive a
grant of restricted stock in fiscal year 2000.
Respectfully submitted by,
THE COMPENSATION COMMITTEE
Thomas W. Smith, Chairman
Donald G. Ogilvie
James C. Smith
Joseph M Silvestri
SUMMARY COMPENSATION TABLE
The following Summary Compensation Table summarizes annual, long-term and other
compensation paid by MacDermid and its subsidiaries for each of its three fiscal
years ended March 31, 2000 to MacDermid's Chief Executive Officer and four other
most highly compensated executive officers.
<TABLE>
<CAPTION>
Long-Term
Compensation
Annual Compensation Awards
Securities
Underlying Value of
Fiscal Options Restricted All other
Name and Year Salary Bonus stock awards compensation
principal position ($) ($)(1) (#) (2) $ (3) ($) (4)
______________________________________________________________________________
<S> <C> <C> <C> <C> <C> <C>
Daniel H. Leever 2000 - 427,500 - - 6,763,008
Chairman and 1999 - 1,125,000 500,000 328,155 3,389,655
Chief Executive 1998 275,000 683,032 12,065 583,702 720,596
Officer
R. Nelson Griebel 2000 250,000 - - - 359,785
President and 1999 31,250 75,000 100,000 741,250 170,416
Chief Operating 1998 - - - - -
Officer
Stephen Largan 2000 139,706 30,000 10,000 - 8,998
Vice President- 1999 35,342 25,000 40,000 - 4,064
Finance 1998 - - - - -
John L. Cordani 2000 107,333 30,000 10,000 - 13,920
Executive Vice 1999 99,017 78,000 15,000 57,116 15,215
President and 1998 94,100 56,460 - 24,523 11,389
General Counsel
Gregory M. 2000 102,500 30,000 10,000 - 12,080
Bolingbroke 1999 99,017 78,000 15,000 28,558 17,657
Controller 1998 94,102 56,460 - 36,243 18,300
______________________________________________________________________________
<FN>
(1) The bonuses reported were actually paid in the following fiscal year
but calculated and accrued based upon performance in the fiscal year indicated
in each case.
(2) Awarded in fiscal year indicated. Awards listed include options to
purchase 0; 0; 10,000; 10,000; and 10,000 shares of MacDermid Common Stock for
Messrs. Leever, Griebel, Largan, Cordani and Bolingbroke respectively, which
options were granted pursuant to the Stock Option Plan.
(3) Awarded in fiscal year indicated. Amounts reported represent the
dollar value of the restricted stock awards on the date of grant. During fiscal
year 2000, Messrs. Leever, Griebel, Largan, Cordani and Bolingbroke did not
receive any restricted stock awards. All restricted stock awards in prior
fiscal years were made under the terms of the 1995 Equity Incentive Plan.
(4) Amounts listed for fiscal year 2000 include deemed compensation,
which arose from restrictions lapsing on certain optioned shares exercised in
previous years under the MacDermid Incorporated Special Stock Purchase Plan, in
the amounts of $6,743,624 and $339,868 in respect of Messrs. Leever and Griebel,
respectively. Amounts listed for 2000 also include payments by MacDermid of
premiums for split dollar life insurance in the amount of $4,384 on behalf of,
Mr. Leever; contributions to the E.S.O.P. in the amounts of $5,000, $7,000,
$1,849, $4,362, and $4,027, on behalf of, respectively, Messrs. Leever, Griebel,
Largan, Cordani and Bolingbroke. The above-named executive officers did not
receive contributions to the Profit Sharing Plan for fiscal year 2000.
</TABLE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
The following table provides information with respect to the aggregate
number of unexercised options held by the Chief Executive Officer and the named
officers as of March 31, 2000.
<TABLE>
<CAPTION>
Shares Number of Value of
Acquired Securities Underlying Unexercised
On Unexercised In-the-money
Exercise Value Options/SARs at Options at
During Fiscal 2000 Realized FY-end (#) FY-end ($)
Name # $ Exercisable/Unexercisable Exercisable/
Unexercisable
-------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Daniel H. Leever 0 0 962,065/0 0
R. Nelson Griebel 0 0 100,000/0 0
Stephen Largan 0 0 40,000/10,000 0
John L. Cordani 0 0 17,500/10,000 0
Gregory M. Bolingbroke 0 0 17,500/10,000 0
<FN>
(1) All of the options reported for Messrs. Leever, Griebel, Largan, Cordani
and Bolingbroke were granted at exercise prices at a premium above the market
price on the date of the grant, which premiums ranged from 28% - 33% based upon
the average market price on the five trading days preceding the date of grant,
and remained at a premium to the share price at March 31, 2000. Calculated
using a market value per share at March 31, 2000 of $26.50.
</TABLE>
OPTION GRANTS IN LAST FISCAL YEAR
The following table sets forth certain information regarding options
granted during the fiscal year ended March 31, 2000 by the Company to each of
the named executive officers:
<TABLE>
<CAPTION>
Potential Realizable
Value at Assumed
Number of Shares Percent of Total Rates of Stock Price
Underlying Options Options Granted Exercise Appreciation for
Granted (1) to all employees Price Expiration Option Term (2)
Name (#) in F.Y. 2000 ($/Share) Date 5% $10% $
----------- ------------------- ----------------- ---------- ---------- ---------------------
<S> <C> <C> <C> <C> <C>
Dan H.
Leever 0 - - - -
R. Nelson
Griebel 0 - - - -
Stephen
Largan 10,000 3.8% $ 30.33 5/11/10 371,388 591,373
John L.
Cordani 10,000 3.8% $ 30.33 5/11/10 371,388 591,373
Gregory M.
Bolingbroke 10,000 3.8% $ 30.33 5/11/10 371,388 591,373
<FN>
(1) Represents options granted under the Stock Option Plan. The exercise price for the
foregoing options was set at a 133% premium above the average closing price for MacDermid common
stock on the five trading days preceding the date of grant.
(2) Calculated based upon the average closing price of MacDermid common stock on the five
trading days preceding the date of grant.
</TABLE>
EMPLOYEES PENSION PLAN
The MacDermid Employees Pension Plan (the "Pension Plan") is a qualified
defined benefit plan. Pension payments may be made under the Pension Plan upon
normal retirement commencing when an executive reaches age 60 based upon
credited years of service up to a maximum of 30 years. Annual benefits are
calculated on a single-life annuity basis and are subject to offsets for (i)
amounts based on the value of the executive's interest in the Profit Sharing
Plan as of March 31, 1976, if any, and (ii) 0.45% of the lesser of covered
compensation or final average compensation, as defined by the Internal Revenue
Code (the "Code") Section 401(1), multiplied by the years of service.
Under the MacDermid, Incorporated Supplemental Executive Retirement Plan
(the "Supplemental Plan"), executive officers are entitled to the difference
between the benefits actually paid to them under the Pension Plan and the
benefits which they would have received under the Pension Plan were it not for
certain restrictions imposed under the Code relating to the amount of benefits
payable under the Pension Plan and the amount of annual compensation which may
be taken into account in determining benefits under the Pension Plan.
Assuming that there are no changes in the Pension Plan and that
participants historically have had earnings at least equal to the maximum Social
Security wage base in each year of employment with MacDermid, the following
table illustrates the estimated annual benefit payable for life under the
Pension Plan and the Supplemental Plan to an employee retiring at age 60 on
March 31, 2000 with maximum service under the Plan of up to 30 years. These
benefits neither reflect an offset for the participant's March 31, 1976 interest
in the Profit Sharing Plan nor do they recognize a Social Security supplement
which is payable under the Pension Plan until the employee reaches age 65.
<TABLE>
<CAPTION>
ESTIMATED ANNUAL PENSION PAYABLE AT NORMAL RETIREMENT
BASED ON YEARS OF SERVICE INDICATED
<S> <C> <C> <C> <C> <C>
Final average
earnings 10 yrs 15 yrs 20 yrs 25 yrs 30 yrs
$150,000 20,390 30,585 40,779 50,974 61,169
$200,000 27,890 41,835 55,779 69,724 83,669
$250,000 35,390 53,085 70,779 88,474 106,169
$300,000 42,890 64,335 85,779 107,224 128,669
$350,000 50,390 75,585 100,779 125,974 151,169
$400,000 57,890 86,835 115,779 144,724 173,669
$450,000 65,390 98,085 130,779 163,474 196,169
$500,000 72,890 109,335 145,779 182,224 218,669
$600,000 87,890 131,835 175,779 219,724 263,669
$700,000 102,890 154,335 205,779 257,224 308,669
$800,000 117,890 176,835 235,779 294,724 353,669
$900,000 132,890 199,335 265,779 332,224 398,669
</TABLE>
Covered compensation under the Pension Plan includes an employee's annual
salary and bonus, which, for the Chief Executive Officer and four other named
officers, is set forth in the Summary Compensation Table. Messrs. Leever,
Griebel, Largan, Cordani and Bolingbroke have 19, 1, 1, 14, and 7 years of
credited service, respectively, under the Pension Plan.
COMPARATIVE STOCK PERFORMANCE
The following graph and chart compare, during the five-year period
commencing March 31, 1995 (at the market close) and ending March 31, 2000, the
annual change in the cumulative total return on MacDermid's Common Stock with
the Standard and Poors 500 and the Media General Specialty Chemicals Stock
indices, assuming the investment of $100 on March 31, 1995 (at the market close)
and the reinvestment of any dividends.
FIVE YEAR CUMULATIVE TOTAL RETURN
(Graph)
<TABLE>
<CAPTION>
Past share performance should not be viewed as necessarily indicative of
future performance.
Graph Dollar Values 1995 1996 1997 1998 1999 2000
----------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
MacDermid, Inc. 100 156 247 616 729 571
Standard & Poors 100 111 111 145 106 134
500
Specialty Chemicals 100 132 158 234 277 327
</TABLE>
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND OF MANAGEMENT
The following table sets forth information as of May 26, 2000, (unless
otherwise noted) with respect to ownership of common stock by any person known
by to MacDermid to be a beneficial owner of more than 5% of its common stock, by
MacDermid's C.E.O. and four other most highly compensated officers and by all
directors and officers of MacDermid as a group. Unless otherwise noted, each
person has sole voting and disposition power with respect to such person's
shares. The total shares of common stock beneficially owned by the officers
includes the right to acquire ownership through exercisable stock options.
<TABLE>
<CAPTION>
______________________________________________________________________________
Number of Shares Percent
Beneficial Owner Beneficially Owned of Class
______________________________________________________________________________
<S> <C> <C>
FIVE PERCENT BENEFICIAL OWNERS
Citigroup, Inc. 4,249,025 (1) 13.6%
399 Park Avenue
New York, New York 10043
MacDermid Employees Profit Sharing, 3,644,580 (2) 11.7%
Pension and Stock Ownership Plans
245 Freight Street
Waterbury, Connecticut 06702
Daniel H. Leever 2,623,907 (3) 8.4%
135 Railtree Hill Road
Woodbury, CT 06798
BankBoston Corporation 2,076,249 (4) 6.7%
100 Federal Street
Boston, Massachusetts 02110
Vanguard/Primecap Fund, Inc. 1,701,000 (5) 5.5%
P.O. Box 2600
Valley Forge, PA 19482
Harold Leever 1,685,011 (3) 5.4%
366 Guilds Hollow Road
Bethlehem, Connecticut 06751
Thomas W. Smith 1,679,000 (6) 5.4%
323 Railroad Avenue
Greenwich, CT 06830
NAMED EXECUTIVE OFFICERS
Daniel H. Leever 2,623,907 (3) 8.4%
R. Nelson Griebel 123,562 (7) *
Stephen Largan 42,489 (7) *
John L. Cordani 26,159 (7) *
Gregory M. Bolingbroke 40,111 (7) *
All Directors and Officers 6,284,331 (3)(7) 20.2%
as a group (10 persons)
_____________________________________________________________________________
<FN>
*Less than 1% of shares outstanding
(1) The information for Citigroup is taken from its Schedule 13D dated
January 7, 2000. Total includes 3,774,781 shares beneficially owned by Citicorp
Venture Capital Ltd. ("CVC") and 474,244 shares held by an affiliate of CVC, to
which CVC disclaims beneficial ownership.
(2) 3,251,325 shares in the MacDermid Employees Profit Sharing and
Employee Stock Ownership Plans are beneficially owned by the trustee of the
plans, Prudential Insurance Co., and 393,255 shares in the MacDermid,
Incorporated Employees Pension Plan are beneficially owned by the trustee of the
plan, Investors Bank & Trust Company, 24 Federal Street, Boston, MA 02110.
Under the terms of the Profit Sharing Plan and the ESOP, participants have the
right to vote the shares credited to their accounts; however, the trustee may,
in its discretion, vote any shares (including unallocated shares) not voted by
the participants. The trustee of the Pension Plan may vote all the MacDermid
shares beneficially owned thereunder.
(3) Additional explanation of the shares beneficially owned by the
Directors is provided in the footnotes under Election of Directors.
(4) The information for BankBoston Corporation("BB") is taken from its
Schedule 13G dated February 16, 1999. BB has sole voting power with respect to
874,055 shares, shared voting power with respect to 1,202,194 shares, sole
dispositive power with respect to 673,355 shares and shared dispositive power
with respect to 1,402,894 shares.
(5) The information for Vanguard Primecap Fund, Inc. is taken from its
Schedule 13G dated February 11, 2000.
(6) The information for Mr. Smith is taken from a Schedule 13G filed on
his behalf dated February 14, 2000.
(7) Includes 562; 489; 3,130; and 10,663 shares which are held by
Messrs. Griebel, Largan, Cordani and Bolingbroke, respectively, in the
MacDermid Profit Sharing and Employee Stock Ownership Plans (reported as of
March 31, 2000) as well as 15,000; 7,868; and 5,029 shares held by Messrs.
Griebel, Cordani and Bolingbroke which are subject to restrictions on transfer
under the terms of the MacDermid, Incorporated 1995 Equity Incentive Plan; and
options to purchase 100,000; 40,000; 17,200; and 17,200 of MacDermid common
stock granted to Messrs. Griebel, Largan, Cordani and Bolingbroke respectively,
under the Stock Option Plan.
</TABLE>
INTERESTS OF MANAGEMENT AND OTHERS
IN CERTAIN TRANSACTIONS AND FAMILY RELATIONSHIPS
Harold Leever is a Director, and a nominee for Director of MacDermid. Mr.
Leever's son, Daniel H. Leever, is Chairman, Chief Executive Officer, and a
nominee for Director of MacDermid.
ADDITIONAL INFORMATION RELATING TO
THE BOARD OF DIRECTORS AND COMMITTEES
The Board of Directors held four (4) regular meetings during the 1999
fiscal year. Each of the current members of the Board of Directors attended all
of the meetings of the Board and the committees of which they were members. The
Board has Audit, Compensation, Executive and Nominating Committees.
The Audit Committee recommends independent auditors, reviews the scope of
the audit examination and the independence of the auditors, reviews and approves
non-audit services provided by the auditors, reviews findings and
recommendations of the auditors and management's response thereto and reviews
MacDermid's internal audit function. The Committee met two (2) times during the
2000 fiscal year. Members of the Committee during fiscal year 2000 were Thomas
W. Smith, Chairman, Donald G. Ogilvie James C. Smith and Joseph M. Silvestri.
The Compensation Committee reviews and makes recommendations to the Board
with respect to officer compensation and it administers the Special Stock
Purchase Plan and the Stock Option Plan, determining the persons to whom stock
options are to be granted, the number of options to be granted, the conditions
of the grant, and the manner in which the exercise price shall be payable. The
Committee also administers the Equity Incentive Plan. The Committee, which met
three (3) times during the 2000 fiscal year, included Mr. Thomas W. Smith,
Chairman; Donald G. Ogilvie, James C. Smith and Joseph M. Silvestri.
The Executive Committee may exercise, subject to limitations prescribed by
law, those powers assigned to it by the Board of Directors. The Committee,
which did not meet during the 2000 fiscal year, includes all members of the
Board of Directors.
The Nominating Committee reviews and makes recommendations to the Board
with regard to director nominees. Any shareholder wishing to recommend a
nominee to the Board should do so in writing addressed to Mary Anne B. Tillona,
Corporate Secretary, MacDermid, Incorporated, 245 Freight Street, Waterbury,
Connecticut 06702-0671. The Committee, which met once during the 2000 fiscal
year, included R. Nelson Griebel, Daniel H. Leever, Harold Leever, Donald G.
Ogilvie, Thomas W. Smith, James C. Smith and Joseph M. Silvestri.
Directors who are employees or former employees of MacDermid received no
compensation in addition to their salaries and benefits received as employees.
Directors who are not employees or former employees were paid $1,000 for each
meeting of the Board attended, $15,000 in premium options under the Stock Option
Plan, $150 for each committee meeting attended not coincident with a meeting of
the Board, a quarterly cash retainer of $750, and an annual retainer of $8,000,
payable in shares of MacDermid Common Stock. MacDermid provided up to $50,000
group term life insurance for each outside director, for which it paid a nominal
amount in premiums during the 2000 fiscal year.
INDEPENDENT ACCOUNTANTS
The independent public accountants for MacDermid for fiscal year 2000 were
KPMG LLP ("KPMG"), which firm had been selected to be MacDermid's auditors for
fiscal year 2001 by the Board of Directors. At the Meeting, a representative of
KPMG will have the opportunity to make a statement if he or she wishes to do so
and will be available to answer any appropriate questions that may be asked by
shareholders.
SHAREHOLDER PROPOSALS FOR 2001 ANNUAL MEETING
Shareholder proposals for inclusion in the proxy statement relating to the
2001 annual meeting must comply in all respects with the rules and regulations
of the Securities and Exchange Commission and be received at MacDermid's
principal executive offices at 245 Freight Street, Waterbury, Connecticut
06702-0671 no later than May 7, 2001. Such proposals should be addressed to the
attention of Mary Anne B. Tillona, Corporate Secretary.
MISCELLANEOUS
The Board of Directors knows of no matters other than those referenced in the
Notice of Annual Meeting which are to be brought before the Meeting. However,
if any other matters are properly presented, it is the intention of the persons
named in the Proxy to vote the Proxy in accordance with their best judgment.
It is important that Proxies be returned prior to the Meeting.
Shareholders are urged to sign and date the enclosed Proxy and promptly return
it in the enclosed envelope.
June 19, 2000 MARY ANNE B. TILLONA
Corporate Secretary
MACDERMID, INCORPORATED WILL PROVIDE WITHOUT CHARGE, TO ANY SHAREHOLDER,
UPON WRITTEN REQUEST, A COPY OF ITS ANNUAL REPORT ON FORM 10-K TO THE SECURITIES
AND EXCHANGE COMMISSION FOR THE FISCAL YEAR ENDED MARCH 31,2000. SUCH REQUEST
SHOULD BE DIRECTED TO MARY ANNE B. TILLONA, CORPORATE SECRETARY, MACDERMID,
INCORPORATED, 245 FREIGHT STREET, WATERBURY, CONNECTICUT 06702-0671.
Appendix A
FORM OF PROXY
Front
PROXY MACDERMID, INCORPORATED PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
Annual Meeting of Shareholders -- July 19, 2000 at 3:00 P.M., E.D.T.
At The Naugatuck Valley Community College, Fine Arts Center, 750 West Main St.,
Waterbury, Connecticut
The undersigned hereby constitutes and appoints DANIEL H. LEEVER, attorney
and proxy to act on behalf of the undersigned at said meeting and at any
adjournment thereof (the "Meeting"), with authority to vote on the following
matters all shares of stock which the undersigned would be entitled to vote at
the Meeting if personally present as directed on the reverse side hereof with
respect to the items set forth in the accompanying Proxy Statement and in his
discretion upon such other matters as may properly come before the Meeting.
PLEASE MARK, DATE, SIGN AND RETURN THIS PROXY VOTING INSTRUCTION CARD
IN THE ENCLOSED ENVELOPE.
(Continued and to be signed on reverse side.)
Reverse
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY.
A vote FOR items 1 and 2 is recommended by the Board of Directors.
1. Election of Directors
Nominees: R. Nelson Griebel, Harold Leever, Daniel H. Leever,
Donald G. Ogilvie, James C. Smith, Joseph M. Silvestri and T. Quinn Spitzer
FOR WITHHOLD FOR ALL (Except Nominee(s)
[ ] [ ] [ ] written below)
2. In their discretion, upon any other
matters as may properly come before
the meeting.
AUTHORITY AUTHORITY
GRANTED WITHHELD
[ ] [ ]
This proxy, when properly executed, will be
voted in the manner directed herein by the
stockholder. If no direction is made, this
proxy will be voted FOR the above matters.
Dated:____________________,2000
Signature(s)_____________________________
_____________________________
NOTE:Please sign exactly as name
appears hereon. For joint accounts
both owners should sign. When
signing as executor, administrator,
attorney, trustee, guardian,
corporate officer, etc., please give
your full title.
[Space is provided for a mailing label containing
the shareholder's name, address, account number,
CUSIP number, sequence number and number of shares.]
