Maytag Corporation
403 West Fourth Street North
Newton, Iowa 50208
April 2, 1998
BY ELECTRONIC SUBMISSION
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Maytag Corporation
File No. 1-655
Definitive Proxy Materials
Ladies and Gentlemen:
Enclosed for filing by Maytag Corporation (the "Company"), pursuant to Rule
14a-6(b) under the Securities Exchange Act of 1934 (the "Exchange Act"), as
modified by Item 309 of Regulation S-T, are definitive copies of the Company's
proxy statement and proxy card (collectively, the "1998 Proxy Materials").
Pursuant to Rule 14a-6(m) under the Exchange Act, a cover page is included with
the 1998 Proxy Materials. The 1998 Proxy Materials will be released to
shareholders on or about April 2, 1998.
Pursuant to Item 304(d) of Regulation S-T, the performance graph required
by Item 402(1) of Regulation S-K has been described and interpreted in tabular
or chart form within the electronic filing of the 1998 Proxy Materials and the
Company will submit supplementally a paper copy of the performance graph to the
Company's Branch Chief in the Division of Corporation Finance of the Securities
and Exchange Commission ("SEC").
As permitted by Item 101(b) of Regulation S-T, the Company has elected to
file seven copies of Company's 1997 Annual Report with SEC pursuant to Rule 14a-
3(c).
One copy of a conforming paper format copy of the 1998 Proxy Materials will
be submitted to the SEC at the address indicated below in accordance with Item
901 of Regulation S-T. Each such conforming paper format copy will include the
following legend: "This conforming paper document is being submitted pursuant to
Rule 901(d) of Regulation S-T."<PAGE>
If you have any questions, please contact E. James Bennett at 515/787-8394 or
Jim L. Kaput of Sidley & Austin at 312/853-2655.
Very truly yours,
E. James Bennett
Enclosures
cc: Mr. Robert Bartelmes
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549<PAGE>
Schedule 14A Information
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [ ]
Filed by a Part other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ x ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to
240.14a-11(c) or 240.14a-12
Maytag Corporation
(Name of Registrant as Specified In Its Charter)
E. James Bennett
(Name of Person(s) Filing Proxy Statement
Payment of Filing Fee (Check the appropriate box):
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii),
14a-6(i), or 14-a-6(j)(2).
[ ] $500 per each party to the controversy
pursuant to Exchange Act Rule 14a-
6(i)(3).
[ ] Fee computed on table below per Ex-
Change 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:___/
_______________________________________
(4) Proposed maximum aggregate value of
transaction:
_______________________________________<PAGE>
_/ Set forth the amount on which the
filing fee is calculated and state how it was
determined.
[ ] 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 previ-
ously. 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 State-
ment No.:
______________________________________
(3) Filing Party:
______________________________________
(4) Date Filed:
______________________________________<PAGE>
MAYTAG CORPORATION
NOTICE OF ANNUAL MEETING
AND
PROXY STATEMENT
____________________
MEETING NOTICE
The Annual Meeting of the Shareholders of Maytag Corporation, a Delaware
Corporation, will be held at the Newton Senior High School Center for
Performance, located at East Fourth Street South in Newton, Iowa, on May 14,
1998, at 9:00 a.m., for the purpose of considering and acting upon the
following:
(1) The election of four directors for three-year terms, expiring in 2001.
(2) Selection of Ernst & Young LLP as independent auditors to audit the
financial statements to be included in the Annual Report to
Shareholders for 1998.
(3) The adoption of the Maytag Corporation 1998 Non-Employee Directors
Stock Option Plan.
(4) If properly presented at the Annual Meeting, a shareholder proposal
concerning the classification of the Board of Directors.
(5) The transaction of any other matters that properly come before the
meeting or any adjournment thereof.
Shareholders entitled to vote are invited to attend the Annual Meeting.
The Board of Directors has fixed the close of business on March 16, 1998,
as the record date for the determination of shareholders entitled to notice of
and to vote at the Annual Meeting.
Dated: April 2, 1998
E. JAMES BENNETT
Secretary<PAGE>
PROXY STATEMENT
____________________
The Board of Directors solicits your proxy for use at the Annual Meeting of
Maytag Corporation to be held May 14, 1998. Proxy statements and proxies will
be mailed to shareholders on April 2, 1998. A shareholder giving a proxy may
revoke it or give special voting instructions at any time before the proxy is
voted by executing a later-dated proxy, which is voted at the meeting or by
attending the Annual Meeting in person and signing a written notice to the
Secretary of the Corporation. If the enclosed proxy card is properly executed
and returned, the shares it represents will be voted in accordance with the
shareholder's instructions. If no instructions are given, the proxy will be
voted for each of the nominees for election as director, for the selection of
Ernst & Young, LLP as independent auditors, for the adoption of the 1998 Non-
Employee Directors Stock Option Plan, and against the shareholder proposal.
Any shareholder attending the Annual Meeting may, on request, vote his or her
own shares at the meeting even though the shareholder has previously sent in a
proxy card or voted by phone, as described below.
With respect to the election of directors a shareholder may vote for all
nominees or withhold authority to vote for all or any nominees. Withholding
authority to vote for a director nominee will not prevent the nminee from being
elected. With respect to each other matter specified in the Notice of Annual
Meeting a shareholder may vote for or against the matter or abstain from voting
on the matter. A vote to abstain has the effect of a vote against the matter.
Any "broker non-votes" on a particular matter, which occur when brokers are
prohibited from exercising voting authority for beneficial owners who have not
provided voting instructions, will not be counted for the purpose of determining
the number of votes cast with respect to that matter, although such shares may
be considered present and entitled to vote for other purposes and will count for
purposes of determining a quorum. Approval of each matter specified in the
Notice of Annual Meeting requires a majority (in the case of election of
directors, a plurality) of the shares represented at the meeting and entitled to
vote on the matter. Accordingly, non-voted shares with respect to a matter will
not affect the approval of the matter or the outcome of the election of
directors.
If you hold your shares in your own name rather than through a broker, you
may vote by phone. To vote by phone, dial 1-888-221-0696. Employees holding
shares through the Salary Savings Plan or Employees' Discount Stock Purchase
Plan may also vote by phone.
The Corporation had 95,010,977 outstanding shares of common stock as of the
close of business on March 16, 1998, not including 22,139,616 shares of treasury
stock. The Corporation has no other voting securities outstanding. Shareholders
are entitled to one vote per share on each matter.
(1) DIRECTORS AND NOMINEES FOR ELECTION AS DIRECTORS
Under the authority of the Corporation's Bylaws, the Board consists of
thirteen directors divided into three groups. The term of each group expires in
different years. The four nominees for election to the Board of Directors this
year to hold office until the 2001 Annual Meeting of Shareholders and until
their successors have been duly elected and qualified are: Wayland R. Hicks, W.
Ann Reynolds, John A. Siviright and Fred G. Steingraber.<PAGE>
Proxies will be voted for each of the nominees unless other directions are
given in the proxy. In case any of the nominees is unavailable for election, an
event which is not anticipated, such proxies will be voted for the election of
the remaining nominees and for the election of a substitute nominee, or the
Board of Directors may elect not to fill the vacancy and to reduce the number of
directors.
The following sets forth certain information regarding each nominee and
each director whose term continues after the 1998 Annual Meeting based on
information received from each such nominee and continuing director.
NOMINEES FOR A TERM TO EXPIRE IN 2001 (pictures of each of the four nominees
listed below are shown in left margin)
Wayland R. Hicks, 55, President & Chief Operating Officer of United
Rentals, Inc., an equipment rental firm. Director since 1994.
Mr. Hicks became President & Chief Operating Officer of United
Rentals, Inc. in November, 1997. Mr. Hicks was President and Chief
Executive Officer of Indigo, Inc. N.V. from February, 1996 until February,
1997. He served as Chief Executive and Vice Chairman of Nextel
Communications, Inc. from 1994 until 1995. Prior to joining Nextel, Mr.
Hicks served in various management positions with Xerox Corporation,
becoming a Group Vice President in 1983 and an Executive Vice President in
1987. Mr. Hicks is also a director of United Rentals, Inc., Katun
Corporation and Perdue Farms.
W. Ann Reynolds, 60, President, The University of Alabama at
Birmingham. Director since 1988.
Ms. Reynolds became President of The University of Alabama at
Birmingham September, 1997. Ms. Reynolds served as Chancellor of The City
University of New York from 1990 to 1997. From 1982 to 1990 she served as
Chancellor of The California State University. From 1979 to 1982 she
served as Provost and as a professor at Ohio State University. Prior to
that time she held a variety of administrative, research and teaching
positions at the University of Illinois Medical Center. She is also a
director of Abbott Laboratories, Humana, Inc. and Owens-Corning Fiberglas
Corporation.
John A. Sivright, 69, Senior Consultant, Harris Bankcorp, Inc.
Director since 1976.
Mr. Sivright held a number of positions with Harris Bankcorp, Inc. and
was named a Vice President in 1965, an Executive Vice President in 1980,
Senior Relationship Executive in 1991 and to his current position in 1994.
He is also a director of Harris Bank Winnetka, N.A.
Fred G. Steingraber, 59, Chairman and Chief Executive Officer of A. T.
Kearney, Inc., a management consulting firm. Director since 1989.
Mr. Steingraber held various positions with A. T. Kearney beginning in
1964 and became Chief Executive Officer in 1984. He was elected to his
current position in 1986. Mr. Steingraber is also a director of A. T.
Kearney, Inc., Southeastern Thrift and Bank Fund, Inc., Lawter
International and Mercury Finance Corporation.
DIRECTORS WHOSE TERMS CONTINUE AFTER THE ANNUAL MEETING
Barbara R. Allen, 45, Executive Vice President, International Food
Products, The Quaker Oats Company, a food products company. Director since
1995. Term expires in 1999.
Ms. Allen joined Quaker Oats in 1975, holding various marketing positions
<PAGE>
until becoming a Vice President in 1987, Corporate Vice President and President
of the Frozen Foods Division in 1990 and Vice President, Corporate Planning in
1992. She assumed her current position in 1995. Ms. Allen is also a director
of Coty, Inc.
Howard L. Clark, Jr., 54, Vice Chairman, Lehman Brothers Inc., an
investment banking and brokerage firm. Director since 1986. Term expires in
1999.
Mr. Clark became Vice Chairman of Lehman Brothers Inc. in 1993. He was
Chairman, President and Chief Executive Officer of Shearson Lehman Brothers
Holdings, Inc. from 1990 until he assumed his current position. Prior thereto,
Mr. Clark was Executive Vice President and Chief Financial Officer of American
Express Company having held various positions with that firm since 1981. From
1968 to that time he was Managing Director of Blyth Eastman Paine Webber
Incorporated or predecessor firms. He is also a director of Lehman Brothers
Inc., Fund American Enterprises Holdings Inc. and Walter Industries, Inc.
Lehman Brothers Inc. provides certain investment banking services to the
Corporation.
Lester Crown, 72, Chairman of the Board, Material Service Corporation.
Director since 1989. Term expires in 2000.
Mr. Crown was elected Chairman of the Board of Material Service
Corporation, a manufacturing company, in 1983, having served as its President
since 1970. He is a director and Chairman of the Executive Committee of General
Dynamics Corporation, a director of 360 Degree Communications Company and
President of Henry Crown and Company.
Leonard A. Hadley, 63, Chairman and Chief Executive Officer, Maytag
Corporation. Director since 1985. Term expires in 1999.
Mr. Hadley joined the Corporation in 1959 in the Accounting Department. He
held a number of management positions before he was named Vice President in
1979. He was named President of Maytag Company in 1986, elected an Executive
Vice President of the Corporation in 1989, named Chief Operating Officer in 1990
and President in 1991. He was named Chief Executive Officer in 1992 and elected
Chairman in 1993. He also serves as a director of Deere & Company, Norwest
Bank Iowa and Snap-on Incorporated.
Robert D. Ray, 69, former President and Chief Executive Officer of IASD
Health Services Corporation. Director since 1984. Term expires in 1999.
Mr. Ray served as Governor of Iowa from 1969 to 1983 when he became
President and Chief Executive Officer of Life Investors, Inc. a/k/a AEGON. In
1988 he became President and Chief Executive Officer of IASD Health Services
Corporation a/k/a Blue Cross and Blue Shield of Iowa, retiring from that
position in 1996. He is also a director of IES Industries, Inc.
Bernard G. Rethore, 56, Chairman & CEO of Flowserve Corporation, a
manufacturer of fluid transfer and control equipment and systems. Director
since 1994. Term expires in 2000.
Mr. Rethore became President and Chief Executive Officer of Flowserve
Corporation (formerly BW/IP, Inc.) in 1995 and was elected Chairman of the Board
in 1997. He served as Senior Vice President of Phelps Dodge Corporation, and
President, Phelps Dodge Industries, its diversified international industrial
group, from 1989 until 1995. From 1984 to 1989, he was President, then Chief
Executive Officer of Microdot Industries, the diversified manufacturing division
of Microdot Inc. Mr. Rethore is also a director of Flowserve Corporation and
<PAGE>
Belden Inc.
Neele E. Stearns, Jr., 62, former President and Chief Executive Officer, CC
Industries, Inc., a diversified holding company. Director since 1989. Term
expires in 2000.
Mr. Stearns served as Executive Vice President and Chief Operating Officer
of Henry Crown and Company, from 1979 until 1986. From 1986 until his
retirement in 1994 he served as President and Chief Executive Officer of CC
Industries, Inc. Mr. Stearns is also a director of Wallace Computer Services,
Inc.
Carole J. Uhrich, 54, Executive Vice President, President Commercial
Imaging, Polaroid Corporation, a photographic imaging and equipment company.
Director since 1995. Term expires in 2000.
Ms. Uhrich joined Polaroid in 1966, holding various positions in the
engineering division until becoming a plant manager in 1983. She was named
Director of Manufacturing in 1984, Vice President of Corporate Quality in 1987,
Vice President of Product Delivery in 1988, Vice President of Quality, New
Product Delivery in 1990, Group Vice President, Manufacturing and Product
Development in 1992 and Executive Vice President, Global Supply Chain in 1996
before assuming her current position in 1997. She also serves as a director of
Ceridian Corporation.
Lloyd D. Ward, 49, President and Chief Operating Officer, Maytag
Corporation. Director since February 1998. Term expires in 2000.
Mr. Ward joined the Corporation in 1996 as Executive Vice President and
President, Maytag Appliances and was elected to his current position, and as a
member of the Board of Directors, at the February 1998 meeting of the Board.
Prior to joining the Corporation he held positions with Pepsico, Inc., including
Vice President, Operations, Pepsi-Cola East in 1988, President, Western
Division, Frito-Lay, Inc. 1991 and President, Central Division, Frito-Lay, Inc.,
1992 until he joined the Corporation.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS, DIRECTORS AND MANAGEMENT
The following table shows those persons or groups known to Maytag to be the
beneficial owners of more than five percent (5%) of Maytag common stock as of
March 1, 1998.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
______________________________________________________________________________
Amount and Nature
Name and Address of Beneficial Ownership Percent of Class
FMR Corp. (1) 10,851,439 shares 11.43%
82 Devonshire St.
Boston, Massachusetts 02109-3614
Crown Group (2) 5,346,769 shares 5.63%
c/o Gerald A. Weber
222 North LaSalle Street
Chicago, Illinois 60601
State Street Bank & Trust Co.(3) 4,782,130 shares 5.0%
Post Office Box 1389
Boston, Massachusetts 02104-1389
_____________________________________________________________________________
(1) A form 13G has been filed with the Securities and Exchange Commission by FMR
<PAGE>
Corp. as of December 31, 1997 showing it beneficially owns 10,851,439 shares of
the Corporation. This number included: 10,286,750 shares beneficially owned by
Fidelity Management and Research Company, as a result of its serving as
investment adviser to various registered investment companies and as investment
advisor to certain other funds; 6,405,800 shares beneficially owned by Fidelity
Magellan Fund, one of the registered investment companies mentioned above;
564,689 shares beneficially owned by Fidelity Management Trust Company, as a
result of its serving as an investment manager of institutional accounts;
10,851,439 shares beneficially owned by Edward C. Johnson, 3d and Abigail P.
Johnson and members of the Edward C. Johnson 3d family as members of a group
which may be deemed a control group with respect to FMR Corp. Edward C. Johnson
3d and FMR Corp. through its control of Fidelity Management Trust Company, each
have the sole voting power with respect to 359,189 shares and the sole
dispositive power with respect to 564,689 shares. Edward C. Johnson 3d, FMR
Corp. through its control of Fidelity, and the funds each have sole disposition
power with respect to 10,286,750 shares.
(2) Although no person or entity in the group owned beneficially more than 5%
of the common stock outstanding as of March 1, 1998, a number of persons acting
together, including Lester Crown, members of his family, relatives, certain
family partnerships, trusts associated with the Crown family, and other
entities, are the beneficial owners of an aggregate of 5,346,769 shares of
Maytag common stock, constituting 5.63% of the common stock. A Schedule 13D
relating to the ownership of shares of common stock by these persons and
entities has been filed with the Securities and Exchange Commission by Gerald A.
Weber, as attorney and agent. These persons and entities, including Lester
Crown, disclaim that they are a group for purposes of Section 13(d) of the
Securities Exchange Act of 1934 or otherwise, and disclaim that any one of them
is the beneficial owner of shares owned by any other person or entity filing the
Schedule 13D.
(3) A form 13G has been filed with the Securities and Exchange Commission by
State Street Bank and Trust Company as of December 31, 1997, showing it
beneficially owns 4,782,130 shares of the Corporation. This number included
3,075,340 shares beneficially owned as Trustee for the Maytag Employee Stock
Ownership Plan; 1,705,090 shares beneficially owned as trustee or discretionary
advisor for various collective investment funds for employee benefit plans and
other index accounts; and 1,700 shares beneficially owned as trustee or co-
trustee of various trust accounts. State Street has sole voting power with
respect to 1,595,118 shares, shared voting and disposition power with respect to
3,075,740 shares, and sole disposition power with respect to 1,706,390.
The following table shows the amount of Maytag common stock held by each
director and nominee, each executive officer named in the Summary Compensation
Table on Page 13 and all directors and executive officers as a group, as of
March 1, 1998. <PAGE>
SECURITY OWNERSHIP OF DIRECTORS AND MANAGEMENT
____________________________________________________________________________
Amount and Nature of
Name Beneficial Ownership Percent of Class
_____________________________________________________________________________
Barbara R. Allen 4,100 (b) *
Howard L. Clark, Jr. 17,836 (b) *
Lester Crown 4,539,625 (a)(b)(d) 4.78%
Brian A. Girdlestone 73,091 (b)(c) *
Edward H. Graham 71,867 (b)(c) *
Leonard A. Hadley 407,207 (a)(b)(c) *
Wayland R. Hicks 15,000 (b) *
Gerald J. Pribanic 48,712 (a)(b)(c) *
Robert D. Ray 20,600 (a)(b) *
Bernard G. Rethore 8,000 (b) *
W. Ann Reynolds 12,300 (b) *
John A. Sivright 22,000 (a)(b) *
Neele E. Stearns, Jr. 18,090 (b) *
Fred G. Steingraber 19,000 (b) *
Carole J. Uhrich 4,500 (b) *
Lloyd D. Ward 207,660 (b)(c) *
All directors and executive officers
as a group consisting of 24 persons,
including the above named. 5,709,507 (a)(b)(c)(d) 6.01%
- --------------------------------------------------------------------------------
* Less than one percent.
(a) Includes shares owned by associates or certain family members in which
the director disclaims any beneficial interest.
(b) These totals include in the totals are shares which the following
persons and all directors and executive officers as a group have the right to
acquire within 60 days of March 1, 1998 through the exercise of stock options:
Brian A. Girdlestone 46,160 shares; Edward H. Graham 40,720 shares; Leonard A.
Hadley 224,190 shares; Gerald J. Pribanic 19,690 shares; Lloyd D. Ward 150,300
shares; Ms. Reynolds and Messrs. Clark, Crown, Ray, Sivright and Stearns each
have options to acquire 10,000 shares, Ms. Allen, Mr. Hicks, Mr. Rethore, Mr.
Steingraber and Ms. Uhrich each have options to acquire 4,000 shares, and all
directors and executive officers as a group have options to acquire 656,370
shares.
(c) These totals include shares granted under stock awards in 1996, 1997
and 1998, pursuant to the Corporation's Stock Incentive Award Plan For Key
Executives and 1996 Employee Stock Incentive Plan as to which the following
persons and all executive officers and directors as a group have sole voting
power: Brian A. Girdlestone13,666; Edward H. Graham 7,421; Leonard A. Hadley
36,008; Gerald J. Pribanic 6,984; Lloyd D. Ward 18,648; and all executive
officers and directors as a group 125,921. Such shares are subject to
forfeiture under the terms of the awards.
(d) The number of shares shown as beneficially owned by Mr. Crown includes
shares held by the following concerns of which he is a partner: Arelijay
Company 1,270,382 and The Crown Fund 1,618,769; Henry Crown and Company (Not
Incorporated), of which a trust of which he is a trustee is a partner owns
48,775. In addition, 719,240 shares are owned by various trusts of which he is
a trustee; 55,491 shares are owned by various trusts of which he is a grantor
and a beneficiary; and 65,657 shares are owned by the Arie and Ida Crown
Memorial of which he is a director. The number of shares shown does not include
shares owned by various trusts of which Mr. Crown's children are beneficiaries.
<PAGE>
Mr. Crown disclaims beneficial ownership of the shares listed in this footnote,
except to the extent of his beneficial ownership therein.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
During 1997 Mr. Lloyd Ward, an executive officer inadvertently failed to
timely file with the Securities and Exchange Commission three reports on Form 4
related to three transactions. Mr. Gerald Pribanic, an executive officer,
inadvertently failed to report dividend reinvestment involving three
transactions on Form 5 for 1996.
MEETINGS AND COMMITTEES
During 1997 the Board of Directors held six meetings either in person or by
telephone. Each director attended at least 75% of Board meetings and meetings
of the committees on which the director served.
The Board of Directors has an Audit Committee, a Compensation Committee and
a Nominating Committee as well as other committees.
The Audit Committee, currently consisting of Barbara R. Allen, Howard L.
Clark, Jr., Wayland R. Hicks, Fred G. Steingraber and Neele E. Stearns, Jr. met
four times in 1997. Its charge includes the review of the Corporation's
financial statements with the Corporation's independent auditors, approval of
audit arrangements, review of audit results and review of internal audit issues.
The Compensation Committee's duties are to review and approve compensation
plans and policies of the Corporation, recommend to the Board the salaries of
all officers of the Corporation, declare bonus and incentive plan allocations
for management employees of the Corporation, award stock options and provide
stock grants to key executives. The Committee currently consists of Wayland R.
Hicks, Robert D. Ray, Bernard G. Rethore, John A. Sivright and Neele E.
Stearns, Jr. The Committee met four times in 1997.
The Nominating Committee, which met two times in 1997, nominates persons to
serve on the Board of Directors and recommends compensation levels and other
remunerative programs for directors. It currently consists of Lester Crown,
Robert D. Ray, W. Ann Reynolds, John A. Sivright and Fred G. Steingraber.<PAGE>
COMPENSATION OF DIRECTORS
Directors who are employees of the Corporation receive no compensation in
their capacities as director. Non-employee directors are paid a retainer of
$25,000 per annum, $1,000 for each Board and committee meeting attended and are
reimbursed for actual expenses. Telephone meetings are compensated at $750 per
meeting. Non-employee committee chairmen receive an additional $3,500 per
annum.
All non-employee directors with five or more years of service may
participate in the Maytag Corporation Directors' Pension Plan, an unfunded,
noncontributory pension plan. Each eligible participant will receive an annual
pension, beginning at the later of the director's attaining age 70 or ceasing
tenure as a director, equal to director's annual retainer (excluding any Board
committee meeting and committee chair fees) for the twelve-month period prior to
the commencement of such pension.
(2) RELATIONSHIP WITH INDEPENDENT AUDITORS
A further purpose of the meeting is to select independent auditors to audit
the financial statements to be included in the Annual Report to Shareholders for
1998. It is intended that all proxies on the enclosed form, will be voted for
the selection of Ernst & Young LLP as independent auditors, unless otherwise
instructed. Ernst & Young LLP has audited the financial statements of the
Corporation since 1925 and is expected to have a representative present at the
meeting to make a statement if the representative desires to do so and to be
available to respond to appropriate questions. The Board of Directors
recommends a vote FOR the selection of Ernst & Young LLP as independent
auditors.
(3) PROPOSED MAYTAG CORPORATION 1998 NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN
The Board of Directors of the Corporation adopted the Maytag Corporation
1998 Non-Employee Directors Stock Option Plan (the Plan ) on February 12,
1998, subject to shareholder approval. The purpose of the Plan is to provide
the non-employee directors of the Corporation with incentive compensation linked
directly to increases in shareholder value. As a result, increases in
compensation arising under the Plan will also inure to the benefit of all
shareholders. If the Plan is approved by the shareholders, no additional shares
will be granted under the Corporation s 1989 Stock Option Plan for Non-Employee
Directors, previously approved by the shareholders.
Five Hundred Thousand (500,000) shares of the Corporation s common stock
will be available for grant under the Plan, and may include authorized and
unissued shares, and/or treasury shares, and may be subject to adjustments to
reflect stock splits, stock dividends, recapitilizations and other relevant
capital changes or events. Shares which are not issued because of expiration,
termination, cancellation or forfeiture of an option will again be available for
issuance under the Plan.
The Plan will be administered by a committee of the Board of Directors
consisting of two or more Non-Employee Directors as defined under Rule 16 b-3 of
the Securities Exchange Act of 1934. Subject to the terms of the Plan, the
committee wil have the authority to determine the terms and conditions of the
options granted under the Plan.
Pursuant to the Plan, each non-employee director will be granted an option
to purchase 3,000 shares of the Corporation s common stock on the day after the
1998 Annual Meeting of Shareholders and on the day after each succeeding Annual
<PAGE>
Meeting until 2008 or until options covering all shares available under the Plan
have been granted.
Options granted under the Plan are Non-Statutory options under the Internal
Revenue Code. They will be fully exercisable on and after the date of grant and
will be exercisable for a term of five years from the date of grant. The
exercise price per share of each option will be the fair market value of the
Corporation s common stock on the date of the option grant.
The Board of Directors may amend the Plan at any time, subject to any
requirement of shareholder approval required by applicable law, rule or
regulation, except, no amendment to increase the maximum number of shares
available under the Plan or extend the term of the Plan may be made without
shareholder approval.
Under current federal income tax law, the grant of a non-statutory option
has no tax consequences to the optionee or the Corporation. Upon exercise of an
option, the optionee will recognize ordinary income in an amount equal to the
excess of the fair market value of the shares acquired on the date of exercise
over the option price. The Corporation will be entitled to a deduction for the
amount of income recognized by the optionee. Upon the subsequent sale of such
shares, the optionee will recognize long or short-term capital gain or loss,
depending on how long the shares were held, equal to the difference between the
amount realized on the sale and the optionee's tax basis of such shares.
A copy of the full Plan is attached as Appendix A. In the event this
summary differs from the Plan, the Plan shall govern.
The affirmative vote of a majority of shares of common stock present and
entitled to vote at the Annual Meeting at which a quorum is present is required
to approve the Plan. The Plan will become effective on the date of the Annual
Meeting, if approved.
The Board of Directors recommends a vote FOR the approval of the Plan.
(4) SHAREHOLDER PROPOSAL CONCERNING THE ANNUAL ELECTION OF THE ENTIRE BOARD OF
DIRECTORS.
The Corporation has received a shareholder proposal from John Chevedden,
2215 Nelson Ave., No. 205, Redondo Beach, CA 90278 (the "Proponent")
representing 207 shares of common stock, for inclusion in this Proxy Statement.
The proposal is as follows:
Resolved: The shareholders of Maytag request the Board of Directors take
the necessary steps to amend the company's governing instruments, including the
corporate by-laws, to elect the entire Board of Directors each year with an
independent lead director. This includes the requirement that any future change
in the frequency of election of directors be submitted to shareholder vote as a
stand-alone issue and this resolution applies to successor company(s).
PROPONENTS STATEMENT OF SUPPORT
To face the challenges of the present and avoid the failures of the past
Maytag's 30,000 shareholders and 17,000 employees need the best Board to answer
each year for issues like these:<PAGE>
_____________________________________________________________
Maytag earnings are valued well below Whirlpool, its archival.
1996 Maytag sales are unchanged from 1989's $3 Billion sales. Employee ranks
have dropped by 9,000.
Foolhardy Maytag free-flight European promotion cost Maytag $60 million.
Maytag is putting $70 million in cash in China (a more risky market than
Europe).
Forbes March 10, 1997
_____________________________________________________________
Disappointing earnings, trimmed dividends and a failed global strategy have left
Maytag out of favor with many investors on Wall Street. Maytag's main problem
came from its decision to make a big splash abroad.
Maytag seems to have plenty on its plate now, spending heavily to introduce new
products in refrigeration, laundry and floor care.
Barron's August 4, 1997
_____________________________________________________________
The market for home appliances in the U.S. remains extremely competitive and
mature.
Value Line September 12, 1997
_____________________________________________________________
On the other side:
Maytag CEO Mr. Leonard Hadley received $3.6-Million ($3,625,260) in 1996 pay and
stock options.
Internet - http://www.paywatch.org
Wayland Hicks, a continuing director -- not up for election in 1997 -- attended
less than 75% of board meetings.
Institutional Shareholder Services
Proxy Analysis: Maytag April 25, 1997
Director Lester Crown attended less than 75% of Board meetings.
Maytag 1997 proxy statement
Question: What percent of Maytag employees survive on 75% attendance?
_____________________________________________________________
"If employees, bankers, suppliers and management sense you've taken care of
yourself -- but are asking them to sacrifice -- you won't save the company,"
said Gerald Greenwald, CEO United Airlines in Investor's Business Daily, August
27, 1997.
The Business Week November 25, 1996 Cover Story said for the "The Best
Boards: Place the entire board up for election every year."<PAGE>
Annual election will give greater incentive to the Board to resolve the
challenges highlighted in these published reports.
Institutional Shareholder Services, a proxy advisory firm that prepares
detailed studies on shareholder resolutions, recommends a yes vote for annual
election of directors.
Maytag employees get annual reviews, yet give directors 3-years slack
between shareholder review. Maytag directors have additional slack through the
lack of any formal evaluation of directors.
Maytag's 30,000 shareholders and 17,000 employees need the "best board"
ELECT THE ENTIRE BOARD OF DIRECTORS EACH YEAR - YES ON 4
_____________________________________________________________
BOARD OF DIRECTORS STATEMENT IN OPOSITION TO THE SHAREHOLDER PROPOSAL
The Board of Directors believes that the proposal on annual election of the
entire Board of Directors is not in the best interests of the Corporation or its
shareholders and recommends a vote AGAINST the proposal.
In 1977 Maytag shareholders decided, by an 89.5 % affirmative vote, that
the Board should be divided into three classes of directors elected to staggered
three-year terms with one class elected each year. At the time of adoption, the
Board and the overwhelming majority of shareholders believed that the classified
Board was in the Corporation's best interest and the Board continues to hold
this view. The classified board facilitates continuity and stability in the
composition of the Board by assuring that a majority of the Directors at any
time will have had prior experience and in-depth knowledge of the Corporation.
Prior experience and knowledge are exceedingly important considering the highly
competitive nature of the major appliance industry.
A classified board is a widely used safeguard to protect against inadequate
tender offers or unsolicited attempts to seize control of a company. The
Corporation's classified board could prevent a hostile replacement of the Board
in less than 12 months, which encourages someone who might seek to control the
Corporation to negotiate with the Board. This would give the Board time to
evaluate any proposal, study alternatives and seek the best result for all
shareholders.
Further, the Board believes that a Director's performance and contribution
is more appropriately measured over a longer period of time such as three years,
rather than the short- term focus implied in annual elections. This is
consistent with the Board's role in making decisions that have a long-term
impact.
Adoption of the Proponent's proposal would not by itself eliminate the
classifed Board. It is a request that the Board take the "necessary steps",
including submission to shareholders of an amendment repealing the classified
Board provision, to effect annual election of all Directors. If the Board were
to consider such a request desirable, it would have to present a formal
amendment repealing the classified Board provision to the Corporation's
shareholders and such amendment would need to be approved by the vote of the
holders of at least two-thirds of the stock of the Corporation issued and
outstanding and entitled to vote at any regular or special meeting of
shareholders.
In the statement of support of its proposal, the Proponent cites many
dated comments and opinions regarding the Corporation's performance and Board
<PAGE>
accountability. Approximately one-third of the Directors stand for election
each year, thereby providing strong mechanisms to assure Board accountability
and also meet the need for stability and experience on the Board. Over the
last several years the Corporation has experienced significant growth in
operating income, net income and earnings per share. Capital investment in the
business has been aggressive and innovative new products have been introduced.
The Corporation has entered into a profitable joint venture in the Peoples
Republic of China and acquired the Blodgett family of companies to expand its
revenue and income opportunities. During the same period, over 15,000,000
shares of common stock have been repurchased by the Corporation. This record of
performance has contributed to solid increases in shareholder value. For all of
the above reasons, the Board believes the classified Board continues to be in
the best interest of the Corporation and shareholders.
The affirmative vote of a majority of the shares present in person or by
proxy at the Annual Meeting and entitled to vote on the proposal is required to
approve the proposal.
The Board of Directors recommends a vote AGAINST this proposal.<PAGE>
<TABLE>
EXECUTIVE COMPENSATION
The following table shows the compensation of the chief executive officer of the Corporation and the
other four most highly compensated executive officers of the Corporation serving as such on
December 31, 1997 (the "named executive officers").
SUMMARY COMPENSATION TABLE
<CAPTION>
Long Term Compensation
Annual Compensation
Awards Payouts
Other Restricted Securities LTIP All Other
Name and Principal Position Year Salary Bonus Annual Stock Underlying Payouts Compensation
Compensation Award(s) Options/SAR's <F2>
<F1> (#)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Leonard A. Hadley 1997 $700,000 $700,000 0 0 75,000 $ 958,185 $13,493
Director, Chairman & CEO 1996 648,000 600,000 0 0 146,260 619,352 9,955
1995 600,000 400,000 0 0 174,190 1,039,788 7,444
Lloyd D. Ward 1997 $447,000 $259,202 0 0 42,000 $275,041 $ 7,160
Director, 1996 318,750 219,256 290,240 81,112 4,361
President and COO (9 mo)
Brian A. Girdlestone <F3> 1997 $302,000 $239,450 0 0 14,000 $307,847 $10,775
President, The Hoover 1996 287,000 196,308 0 0 32,390 202,698 10,964
Company
Edward H. Graham 1997 $215,000 $112,479 0 0 9,800 $212,150 $9,060
Sr. VP, General Counsel 1996 208,000 99,216 0 0 25,000 139,106 8,356
and Ass't. Secretary 1995 192,565 82,632 0 0 27,290 216,923 7,167
Gerald J. Pribanic 1997 $210,000 $109,864 0 0 14,360 $110,545 $7,208
Executive VP & CFO 1996 185,233 92,417 0 0 35,000 70,829 5,943
<FN>
<F1> At December 31, 1997, the number of shares of restricted stock, the number of restricted units
and the respective values thereof held by the named executive officers were as follows: Leonard A.
Hadley, 26,972 shares valued at $992,907 and 17,982 units valued at $661,962; Lloyd D. Ward, 13,447
shares valued at $495,018 and 8,964 units valued at $329,987; Brian A. Girdlestone, 7,856 shares
valued at $289,199 and 5,237 units valued at $192,787; Edward H. Graham, 5,272 shares valued at
$194,076 and 3,515 units valued at $129,396; and Gerald J. Pribanic, 5,573 shares valued at
$205,156 and 3,716 units valued at $136,795. Dividends are paid on restricted stock at the same
time and at the same rate as on the common stock. Dividend equivalents on restricted units are
accrued and accumulate at the same rate and at the same time as dividends on the common stock.
Dividend equivalents on restricted units are treated as reinvested dividends applicable to the
restricted units which units are paid out if and when the performance goals (described in the Long
Term Incentive Plan Awards Table below) are satisfied.
<F2> The amounts reported in this column for 1997 include the dollar value of premiums paid for life
insurance for the benefit of the named executive officer and the dollar value of corporate
contributions to the account of the named executive officer pursuant to the terms of the Salary
Savings 401(k) Plan. The contributions for each named executive are as follows: Leonard A.
Hadley, life insurance $9,493, 401(k) $4,000; Lloyd D. Ward, life insurance $3,160, 401(k) $4,000;
Brian A. Girdlestone, life insurance $6,775, 401(k) $4,000; Edward H. Graham, life insurance
<PAGE>
$5,060, 401(k) $4,000; and Gerald J. Pribanic, life insurance $3,208, 401(k) $4,000.
<F3> Mr. Girdlestone retired effective January 31, 1998.
</FN>
<CAPTION>
The following table sets forth for the named executive officers, certain information regarding
stock options granted in 1997.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
POTENTIAL REALIZABLE
VALUE AT ASSUMED ANNUAL
INDIVIDUAL GRANTS RATES OF STOCK PRICE
APPRECIATION FOR OPTION
TERM <F4>
(a) (b) (c) (d) (e) (f) (g)
Name Number of % of Total Exercise or Expiration
Securities Options Base Price Date 5% 10%
Underlying Granted to ($/Share)
Options/SAR's Employees in <F3>
Granted (#) Fiscal Year
<F1> <F2>
<S> <C> <C> <C> <C> <C> <C>
Leonard A. Hadley 75,000 6.1% 31.5625 11/13/2007 1,488,788 3,772,763
Lloyd D. Ward 42,000 3.4% 31.5625 11/13/2007 833,721 2,112,747
Brian A. Girdlestone 14,000 1.1% 31.5625 11/13/2007 277,907 704,249
Edward H. Graham 9,800 0.8% 31.5625 11/13/2007 194,535 492,794
Gerald J. Pribanic 14,360 1.2% 31.5625 11/13/2007 285,053 722,358
<FN>
<F1> All options reported in the table become exercisable beginning on November 14, 2000, except
that such options will become fully exercisable in the event of a Change of Control [generally
defined as occurring when a person individually or together with its affiliates or associates
(other than an employee benefit plan of the Corporation) shall have become the beneficial
owner of 20% or more of the shares of the Corporation entitled to vote for Directors or when
Directors who are not a person or part of a group which is or becomes the beneficial owner of
20% or more of the shares of the Corporation fail to constitute a majority of the Board of
Directors] and in the event of a termination which qualifies as a Retirement (as defined in
the Corporation's Retirement Plan for Salaried Employees or any other similar retirement plan
of the Corporation or of a Subsidiary).
<F2> Total options granted to employees in 1997 were 1,211,250.
<F3> Fair Market Value of underlying shares on the date of grant.
<F4> The dollar amounts under these columns are the result of hypothetical potential gains from
calculations assuming annual growth rates of 5% and 10% in the value of the Corporation's
future stock price over the 10 year term of the options which would result in the per share
price of the Corporation's stock increasing from $31.5625 to $51.413 and $81.866,
respectively, for the options expiring on November 13, 2007. These assumed rates of growth
are required by the Securities and Exchange Commission for illustration purposes only and are
not intended to forecast possible future stock prices. <PAGE>
</FN>
<CAPTION>
The following table sets forth for the named executive officers certain information concerning
options exercised during 1997 and unexercised options to purchase common stock held by such
officers at December 31, 1997.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND
YEAR END OPTION/SAR VALUES
Number Of Number of Securities Underlying Value of Unexercised
Securities Unexercised Options/SAR's In-the-Money Options
Name Underlying Value December 31, 1997 December 31, 1997
Options/SAR's Realized <F1>
Exercised
(#) Exercisable Unexercisable Exercisable Unexercisable
<S> <C> <C> <C> <C> <C> <C>
Leonard A. Hadley 0 0 224,190 221,260 $4,392,272 $2,898,221
Lloyd D. Ward 0 0 68,300 263,940 $1,079,994 $3,676,741
Brian A. Girdlestone 64,360 689,815 0 46,390 $0 $631,634
Edward H. Graham 700 7,022 40,720 34,800 $808,043 $483,594
Gerald J. Pribanic 0 0 19,690 49,360 $395,411 $679,531
<FN>
<F1> The value is calculated based on the aggregate amount of the excess of $36.8125 (the average
of the high and low price of common stock as reported in the New York Stock Exchange Composite
Transactions Report for December 31, 1997) over the relevant exercise price(s).<PAGE>
</FN>
<CAPTION>
The following table sets forth for the named executive officers, certain information regarding
long-term incentive plan grants made 1997.
LONG-TERM INCENTIVE PLANS - AWARDS IN LAST FISCAL YEAR
Estimated Future Payouts Under Non-Stock Price-Based
Plans <F2>
(a) (b) (c) (d) (e) (f)
Name Number of Performance or
Shares, Units Other Period Threshold (#) Target (#) Maximum (#)
or Other Rights Until Maturation
(#) <F1> or Payout
<S> <C> <C> <C> <C> <C>
Leonard A. Hadley 23,602 3 Years 5,901 23,602 28,322
Lloyd D. Ward 12,103 3 Years 3,026 12,103 14,524
Brian A. Girdlestone 6,788 3 Years 1,697 6,788 8,146
Edward H. Graham 4,833 3 Years 1,208 4,833 5,800
Gerald J. Pribanic 4,720 3 Years 1,108 4,720 5,664
<FN>
<F1> All awards identified in this table are made pursuant to the Corporation's 1996 Emplooyee
Stock Incentive Plan. The awards are Performance-based Restricted Stock Awards. Target awards are
comprised of 60% restricted stock and 40% restricted units. Dividends are paid on restricted stock
at the same rate and at the same time as on the common stock and dividend equivalents on restricted
units are accrued and accumulate at the same rate and at the same time as dividends on the common
stock. Dividend equivalents are treated as reinvested dividends applicable to the restricted
units, which units are paid out if and when the performance goals are satisfied. Target awards are
based upon a percentage of base salary and vary depending upon the individual's position and
responsibilities.
<F2> Estimated future payouts are predicated upon the achievement of corporate return on sales
and return on assets objectives over the period from January 1, 1997 to December 31, 1999. The
achievement of approximately 25% of the objectives will result in payment of the threshold amount,
achievement of 75% of the objectives will result in payment of an intermediate amount, achieving
100% of the objectives will result in payment of the target amount, and achieving or exceeding
approximately 120% of the objectives will result in payment of the maximum amount.<PAGE>
</FN>
<CAPTION>
RETIREMENT BENEFITS
The following table sets forth the estimated annual pension benefits payable effective December 31,
1997, assuming retirement at age 65 after selected periods of continuous service, under the
Corporation's retirement plan which applies to virtually all exempt salaried employees. The
Corporation's retirement plan for salaried employees provides for fixed retirement benefits based
on years of service and compensation received. All compensation shown in the Salary and Bonus
columns of the Summary Compensation Table is included as compensation under the pension plan.
Average Annual
Earnings for Highest Estimated Annual Retirement Benefits
5 Consecutive Years Years of Credited Service at Retirement
of Final 10 Years
of Service
10 15 20 25 30 35*
<C> <C> <C> <C> <C> <C> <C>
$ 100,000 13,888 20,832 27,777 34,721 41,665 48,609
200,000 29,388 44,082 58,777 73,471 88,165 102,859
300,000 44,888 67,332 89,777 112,221 134,665 157,109
400,000 60,388 90,582 120,777 150,971 181,165 211,359
500,000 75,888 113,832 151,777 189,721 227,665 265,609
600,000 91,388 137,082 182,777 228,471 274,165 319,859
700,000 106,888 160,332 213,777 267,221 320,665 374,109
800,000 122,388 183,582 244,777 305,971 367,165 428,359
900,000 137,888 206,832 275,777 344,721 413,665 482,609
1,000,000 153,388 230,082 306,777 383,471 460,165 536,859
1,100,000 168,888 253,332 337,777 422,221 506,665 591,109
1,200,000 184,388 276,582 368,777 460,971 553,165 645,359
1,300,000 199,888 299,832 399,777 499,721 599,665 699,609
1,400,000 215,388 323,082 430,777 538,471 646,165 753,859
1,500,000 230,888 346,332 461,777 577,221 692,665 808,109
1,600,000 246,388 369,582 492,777 615,971 739,165 862,359
1,700,000 261,888 392,832 523,777 654,721 785,665 916,609
The above amounts have been computed on the basis of a straight-life annuity and are not
subject to any deduction for social security or other offset amounts.
Benefits under the plan are limited to the extent required by provisions of the Internal
Revenue Code and the Employee Retirement Income Security Act of 1974. If payment of actual
retirement benefits is limited by such provisions, an amount equal to any reduction in retirement
benefits will be paid as a supplemental benefit under the Supplemental Employee Retirement Plan
under which such amounts are payable to all qualifying employees including the officers of the
Corporation.
*Maximum number of years of service for which the pension benefit accrues. However,
employees who were participants in the Maytag Company Salaried Employees' Retirement Plan on
December 31, 1990, and who retire or terminate employment on or before January 1, 2005 have been
<PAGE>
grandfathered and are eligible for additional credited service. For these employees, the maximum
amount of credited service that may be taken into account in calculating a portion of the benefit
under the current plan is forty (40) years until January 1, 2001, at which time such maximum will
decrease by one (1) year until it is reduced to thirty-five (35) years by the year 2005, provided,
however, that the declining maximum will not be applied to reduce any participant's years of
credited service below the number of years of credited service earned by such participant as of
the date on which the maximum first applies.
Mr. Hadley and Mr. Graham were in the Maytag Company Salaried Employees' Retirement Plan on
December 31, 1990. To calculate the effect of the above grandfathering provision, add to the
benefit shown for an employee with 35 years of service an amount equal to one per cent (1%)
multiplied by the number of years of service in excess of 35 multiplied by the average annual
earnings shown in the first column of the table above.
The years of credited service for the named executive officers as of December 31, 1997 are:
Leonard A. Hadley 38.5; Lloyd D. Ward 2.0; Brian A. Girdlestone 15.5; Edward H. Graham 17.6; and
Gerald J. Pribanic 7.7.
Mr. Girdlestone retired effective January 31, 1998, pusuant to an agreement entered into with
The Hovver Company prior to its acquisition by the Corporation, he is entitled to an annual
benefit under this agreement of $168,401; he may also elect other payout options.<PAGE>
</TABLE>
EMPLOYMENT CONTRACTS AND
TERMINATION OF EMPLOYMENT CHANGE OF CONTROL ARRANGEMENTS
The Corporation has entered into agreements with each of the named
executive officers which would become operable only in the event of a change of
control of the Corporation. Agreements provide that if the officer's
employment terminates for any reason within three years after a change of
control, the officer will be entitled to payments equal to three times total
compensation (salary and maximum bonus) at the rate in effect immediately prior
to the change of control, maximum payout on any outstanding restricted stock
awards, and to continued participation in certain of the Corporation's benefit
programs for the same three year period.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
COMPENSATION PHILOSOPHY AND PRINCIPLES
The Compensation Committee of the Board of Directors (the "Committee"),
composed of five non-employee directors, establishes and administers the
executive compensation program for the Corporation's top executives. The
Committee has reaffirmed the Corporation's compensation philosophy as it
pertains to its executives as follows:
1. The Corporation is committed to increasing long-term shareholder value and
to ensuring that the objectives of the Corporation's executives are
aligned with that goal. Based on this commitment, it is the Corporation's
philosophy that the total compensation of its executives closely mirror
the performance of the Corporation - reflecting increases and decreases in
those factors contributing to shareholder value, e.g. profitability,
earnings per share and stock price.
2. Providing an opportunity for above average total compensation is important
in order to attract and retain the best and brightest employees.
Providing performance goals are met, the Corporation's total compensation
program will be targeted at a level above the average for similarly sized
industrial firms nationwide.
3. It is the Corporation's goal to provide and consistently administer a
uniform program of total compensation for key employees throughout the
Corporation. This program will facilitate the movement of key employees
between business units and divisions, which supports the business
objective of strengthening organizational development efforts and
providing developmental opportunities for talented individuals.
The Committee believes compensation based on this philosophy supports and
encourages the commitment to achieving business and financial objectives that
will generate long-term shareholder value. It is also designed to attract and
retain outstanding executives, to encourage them to make long-term commitments
to the Corporation, and to accomplish the Corporation's leadership succession
objectives.
COMPONENTS OF EXECUTIVE COMPENSATION
The Committee views compensation as a total program comprised of annual
base salary and variable short and long-term incentives. The total package is
designed to provide a significant percentage of executive compensation through
at risk programs which link long-term executive rewards to long-term
shareholder rewards. This linkage is achieved through the following
compensation components:PAGE
<PAGE>
Annual Base Salary
A salary range for each position is established using average base pay for
executives employed at industrial organizations selected by independent
compensation consultants. The performance of the organizations in the
industrial database is not known and therefore not considered when establishing
salary ranges. The companies included in the industrial database comprise many
of the companies included in the S&P Household Furnishings and Appliance Stock
Index used in the Performance Graph on Page 23, as well as other companies.
The Committee relies on a broad array of companies in various industries for
comparative analysis of executive compensation because the Committee believes
that the Corporation's competitors for executive talent are more varied than
the Peer Group chosen for comparing stockholder return in the Performance
Graph. Executive pay within the salary range is determined based upon
individual qualifications, experience and performance of specific individual
responsibilities.
Annual Variable Incentive
Annual variable incentive compensation is paid to executives in cash based upon
a percentage of base salary and varies depending upon the individual's
position, responsibility and performance. Executives are eligible for annual
cash incentive awards based upon two performance factors: (1) Corporate net
income, or entity operating income less the cost of working capital, compared
to annual plan (65% weighting), and (2) Corporate or entity performance against
key strategic objectives (35% weighting). An award may be increased or
decreased based upon the executive's personal performance. Performance is
reviewed and rated annually against these factors. The Committee may adjust
these formula-based awards if, in its judgment, adjustment is warranted.
Long-Term Variable Incentives
Long-term variable incentive compensation opportunities are provided to
executives in positions with significant responsibilities, accountabilities and
potential impact on long-term Corporate performance. Long-term incentive
compensation is made available in the form of stock options and performance-
based restricted stock awards.
Stock Options - The Maytag Corporation 1996 Employee Stock Incentive Plan and
the number of shares available have been approved by shareholders. This plan
provides the long-term focus for approximately 1,900 executives and other key
employees. The size of stock option grants for the named executive officers is
determined at the discretion of the Committee.
Performance-Based Restricted Stock - The number of shares available for grant
under the Maytag Corporation 1996 Stock Incentive Plan has been approved by
shareholders. Eligibility for participation and the level of awards to
individual executives are approved by the Committee. The level of each award
is based upon a percentage of base salary and varies depending upon the
executive's position and responsibilities. These performance-based restricted
stock awards (which are currently composed of 60% restricted stock and 40%
restricted units) are subject to vesting provisions and dependent upon the
Corporation achieving predetermined levels of return on sales and return on
assets over a specified three year period. High levels of performance in these
factors, in the Committee's opinion, impact favorably on long-term shareholder
value. Approximately 70 executives are granted awards under this variable
long-term incentive.
Summary - Survey data indicates that grants approved by the Committee under
this long-term plan and predecessor long-term plans are competitive with grants
<PAGE>
made to executives in similar positions at other industrial organizations.
This stock based incentive plan is designed to encourage a significant equity
ownership interest in the Corporation to help assure that the long-term
interests of the Corporation's executives are closely aligned with the long-
term interests of the shareholders.
EXECUTIVE STOCK OWNERSHIP GUIDELINES
In keeping with the Corporation's compensation philosophy and its efforts
to strengthen the link between the long-term interests of executives and the
long-term interests of shareholders, the Committee approved stock ownership
guidelines which are applicable to approximately 70 key executives. The
guidelines provide for the long-term ownership of the Corporation s common
stock which in dollar value aggregates a predetermined multiple of base salary.
The amounts range from four times annual base salary for the Chief Executive
Officer to one times annual base salary for operating unit vice presidents.
The Committee reviews executive stock ownership levels annually and during 1997
all executives either attained their guidelines or made significant progress
toward meeting their guidelines.
TAX CODE LIMITATION ON EXECUTIVE COMPENSATION DEDUCTIONS
Unless certain conditions are met, Internal Revenue Code Section 162(m)
limits the annual deductibility of certain compensation in excess of $1 million
for the Chief Executive Officer and the four other most highly compensated
executive officers. As a result of Mr. Hadley's election to defer portions of
his 1997 annual variable compensation, there was no loss of tax deductibility
in 1997 and the Committee does not anticipate any significant loss of tax
deductibility in 1998. In order to maintain maximum tax deductibility of
executive compensation, the Committee received approval from shareholders in
1996 for the long-term variable incentive plan (1996 Employee Stock Incentive
Plan) to ensure tax deductibility of future long-term compensation incentives.
The Committee will continue to monitor compensation programs in light of
Section 162(m); however, the Committee considers it important to retain the
flexibility to design compensation programs that are in the best long-term
interests of the Corporation and its shareholders.
SUMMARY
The Committee believes that the foregoing compensation programs will serve
the long-term interests of shareholders. These programs create a strong link
between long-term executive rewards and long-term shareholder rewards; they
attract, retain and motivate outstanding executive talent; and they further the
Corporation's long-term leadership succession objectives. The Committee will
continue to emphasize variable, performance based compensation programs that it
believes positively affect long-term shareholder value. Finally, through stock
ownership guidelines, it is the goal of the Committee to ensure not only
qualified, professional managers, but fully committed "owner-operators".
PERFORMANCE OF THE CORPORATION AND CEO COMPENSATION
As indicated in the above discussion, the total compensation of the
Corporation's executives, including the CEO, consists of annual base salary,
annual variable incentive, and long-term variable incentives, as well as other
fringe benefits. These plans consider individual performance, Corporation
performance, and survey data regarding comparable positions at other industrial
organizations.
The Corporation's performance in 1997 produced the highest earnings-per-share
<PAGE>
figures (excluding special charges) since 1988. Return on assets improved to
7.6% in 1997 (excluding special charges) compared to 7.4% in 1996 (excluding
special charges). The strong financial results were driven by major new
product growth and continued stock repurchases which reduced the number of
shares outstanding. At the end of 1997, the Corporation is positioned for
growth. Maytag has the products, customers, brand recognition, and financial
discipline and strength to grow. Maytag has taken the actions necessary to
build the platform for growth that will leverage these strengths. Other
notable performance achievements for 1997 included:
The Maytag Neptune(TM) high efficiency washer is delivering better than
expected sales at retail; sales of the new Maytag and Jenn-Air top mount
refrigerators have been exceptionally strong, with new side-by-side
refrigerators due in early 1998. New lines of dryers, dishwashers and
ranges have also been introduced.
Hoover introduced two new products: a new line of improved technology
upright vacuum cleaners called WindTunnel(TM), and the latest generation of
its SteamVac(TM) extractor, the Steam Vac Ultra.
Maytag acquired the G.S. Blodgett Corporation, a leader in the commercial
cooking appliance industry. Blodgett is one of the premier--and oldest--
names in commercial appliances and adds a new strategic dimension to
Maytag's balanced earnings and growth potential.
Mr. Hadley's 1997 salary of $700,000 represents an 8% increase over 1996.
In arriving at this rate, the Compensation Committee considered his annual base
salary compared to CEO compensation in the other industrial companies surveyed,
his outstanding performance as CEO during 1996, and his strategic actions and
plans for improving earnings in 1997 and beyond. Annual base salary increases
for the other named executives were based on individual performance, job
content and compensation of executives in comparable positions in the
industrial organizations surveyed.
The Committee-approved strategic and financial goals under the 1997 annual
variable incentive plan (discussed above) were set aggressively beyond 1996
performance. The Corporation's outstanding performance in 1997 fulfilled 100%
of the strategic goals and exceeded aggressive financial goals. Based on this
performance, Mr. Hadley received 1997 annual variable incentive compensation of
$700,000.
In 1997, a grant of restricted stock and stock units, based on percentages
of Mr. Hadley's and the other named executive officers' annual base salaries
was made. Payouts under the grant will be based on the extent to which the
Corporation achieves the return on sales and return on assets objectives for
the three-year period January 1, 1997 through December 31, 1999, as reflected
in the Long-Term Incentive Plans Table. The restricted stock and units granted
in 1995 matured in 1997. The Corporation's performance over the period January
1, 1995 through December 31, 1997 fell short of the target goals approved by
the Committee in 1995. A below target grant payout was made under this Plan as
reflected in the Summary Compensation Table - LTIP Payouts.
As a component of long-term variable incentive compensation, options to
purchase 75,000 shares of common stock were granted to Mr. Hadley under the
terms of the Corporation's 1996 Employee Stock Incentive Plan. This award is
competitive compared to the industrial companies surveyed. Grants of options
to the named executive officers are reflected in the Option/SAR Grants in Last
Fiscal Year Table.
The foregoing report is furnished by the following members of the<PAGE>
Compensation Committee:
Wayland R. Hicks Bernard G. Rethore Neele E. Stearns, Jr.
Robert D. Ray John A. Sivright
SHAREHOLDER RETURN PERFORMANCE
The following graph compares the Corporation's cumulative total
shareholder return on its common stock from December 31, 1992 to December 31,
1997 with the S&P 500 Stock Index and the S&P Household Furnishings and
Appliance Stock Index (both of which include the Corporation).
Cumulative Total Return
Based on reinvestment of $100 beginning December 31, 1992
$300
$250
$200
Line graph depicting the amounts listed in table below.
$150
$100
$ 50
_____________________________________________________________________________
Dec. 92 Dec. 93 Dec. 94 Dec. 95 Dec. 96 Dec. 97
_____________________________________________________________________________
Maytag $100 $124 $107 $148 $149 $286
S & P 500 $100 $110 $111 $153 $187 $249
S & P Household
Furnishings &
Appliance Index $100 $143 $118 $143 $142 $190
SHAREHOLDER PROPOSALS AND NOMINATIONS FOR 1999 ANNUAL MEETING
Proposals of shareholders intended for presentation at the 1999 Annual
Meeting must be received by the Secretary of the Corporation on or before
December 3, 1998, to be considered for inclusion in the 1999 Proxy Statement
and Proxy. The 1999 Annual Meeting is currently scheduled to be held on May
13, 1999. The Nominating Committee will consider nominees recommended by
shareholders as candidates for election to the Board of Directors at the Annual
Meeting of Shareholders. A shareholder wishing to nominate a candidate for
election to the Board is required to give written notice to the Secretary of
the Corporation of his or her intention to make such a nomination. The notice
of nomination must be received by the Corporation not less than sixty days nor
more than ninety days prior to the shareholders' meeting, or if less than
seventy days notice or prior public disclosure of the meeting date is given or
made, the notice of nomination must be received within ten days after the
meeting date is announced. The notice of nomination is required to contain
certain information about both the nominee and the shareholder making the
nomination. The Corporation may require that the proposed nominee furnish
other information to determine that person's eligibility to serve as a
director. A nomination which does not comply with the above procedure will be
disregarded.<PAGE>
OTHER MATTERS
The Corporation will bear the cost of the proxy solicitation. The
Corporation expects to solicit proxies primarily by mail. Proxies may also be
solicited personally, by telephone and by mail by certain directors, officers
and employees of the Corporation. The Corporation will reimburse brokers and
their nominees for their expenses in communicating with the persons for whom
they hold shares of the Corporation. The Corporation has retained Georgeson &
Company Inc. to aid in the solicitation of proxies for a fee of $12,500, plus
out of pocket expenses.
Neither the Corporation nor the members of its Board of Directors intend
to bring any other matters before the meeting, and they have no present
knowledge that any other matters will or may be brought before the meeting by
others. However, if any matters properly come before the meeting it is the
intention of the persons named in the accompanying form of proxy to vote the
proxy in accordance with their judgment.<PAGE>
APPENDIX A
MAYTAG CORPORATION 1998 NON-EMPLOYEE DIRECTOR'S
STOCK OPTION PLAN
1. Purposes. The purpose of the Maytag Corporation 1998 Non-Employee
Director's Stock Option Plan (the "Plan") is to advance the interests of the
Corporation by attracting, retaining and rewarding well qualified persons who
are not officers or employees of the Corporation "Non-Employee Directors" for
service as directors of the Corporation, and to provide incentives which are
linked directly to increases in shareholder value and therefore inure to the
benefit of all shareholders of the Corporation.
2. Administration. This Plan shall be administered by a committee (the
"Committee") designated by the Board of Directors of the Corporation (the
"Board") consisting of two or more members of the Board. Each member of the
Committee shall be a "Non-Employee Director" within the meaning of Rule 16b-3
under the Securities Exchange Act of 1934, as amended (the "Exchange Act").
The Committee shall, subject to the terms of this Plan, interpret this Plan and
the application thereof, establish rules and regulations it deems necessary or
desirable for the administration of this Plan, determine the form and
provisions of the option agreement and make such other determinations as it
deems necessary or advisable for administration of the Plan. All such
interpretations, rules, and regulations shall be final, binding and conclusive.
Each option shall be evidenced by a written agreement (an "Agreement") between
the Corporation and the optionee setting forth the terms and conditions of such
option..
No member of the Board of Directors or Committee, shall be liable for any act,
omission, interpretation, construction or determination made in connection with
this Plan in good faith, and the members of the Board of Directors and the
Committee shall be entitled to indemnification and reimbursement by the
Corporation in respect of any claim, loss, damage or expense (including
attorneys' fees) arising therefrom to the full extent permitted by law and
under any directors' and officers' liability insurance that may be in effect
from time to time.
A majority of the Committee shall constitute a quorum. The acts of the
Committee shall be either (i) acts of a majority of the members of the
Committee present at any meeting at which a quorum is present or (ii) acts
approved in writing by all of the members of the Committee without a meeting.
3. Eligibility. Participants in this Plan shall consist of all Non-Employee
Directors of the Corporation. All options granted shall constitute "Non-
Statutory Stock Options",and, accordingly, are not intended to meet the
requirements of Section 422 of the Internal Revenue Code of 1986, as amended.
4. Shares Available. Subject to adjustment as provided in Section 11;
500,000 shares of the common stock, $1.25 par value, of the Corporation
("Common Stock"), shall be available for grants of options under this Plan,
reduced by the sum of the aggregate number of shares of Common Stock which
become subject to outstanding options. To the extent that shares of Common
Stock subject to an outstanding option are not issued or delivered by reason of
the expiration, termination, cancellation or forfeiture of such option (other
than by reason of the delivery or withholding of shares of Common Stock to pay
all or a portion of the exercise price of such option, or to satisfy all or a
portion of the tax withholding obligations relating to such option), then such
<PAGE>
shares of Common Stock shall again be available under this Plan.
Shares of Common Stock shall be made available from authorized and unissued
shares of Common Stock, or authorized and issued shares of Common Stock
reacquired and held as treasury shares or otherwise or a combination thereof.
5. Grants of Stock Options. Each Non-Employee Director shall be granted Non-
Statutory Stock Options as follows:
(a) Time of Grant. On May 15,1998, the day after the date of the 1998
Annual Meeting of Shareholders of the Corporation, and, thereafter, on the day
after the date of each annual meeting of shareholders of the Corporation, each
person who is a Non-Employee Director immediately after such meeting of
stockholders shall be granted an option to purchase 3,000 shares of Common
Stock at a purchase price per share equal to the Fair Market Value of the
Common Stock on the date of grant of such option. "Fair Market Value" shall
mean the average of the high and low transaction prices of a share of Common
Stock as reported in the New York Stock Exchange Composite Transactions on the
date as of which such value is being determined or, if there shall be no
reported transactions on such date, on the next preceding date for which
transactions were reported; provided, however, that Fair Market Value may be
determined by the Committee by whatever means or method as the Committee, in
the good faith exercise of its discretion, shall at such time deem appropriate.
(b) Option Period and Exercisability. Each option granted shall be fully
exercisable on and after its date of grant. Each option granted shall expire 5
years after its date of grant. An exercisable option, or portion thereof, may
be exercised in whole or in part only with respect to whole shares of Common
Stock.
(c) Method of Exercise. An option may be exercised (i) by giving written
notice to the Corporation specifying the number of whole shares of Common Stock
to be purchased and accompanied by payment therefor in full (or arrangement
made for such payment to the Corporation's satisfaction) either (A) in cash,
(B) by delivery (either actual delivery or by attestation procedures
established by the Corporation) of previously owned whole shares of Common
Stock (which the optionee has held for at least six months prior to the
delivery of such shares or which the optionee purchased on the open market and
in each case for which the optionee has good title, free and clear of all liens
and encumbrances) having an aggregate Fair Market Value, determined as of the
date of exercise, equal to the aggregate purchase price payable by reason of
such exercise, or (c) a combination of (A) and (B), in each case to the extent
set forth in the Agreement relating to the option and (ii) by executing such
documents as the Company may reasonably request. The Company shall have sole
discretion to disapprove of an election pursuant to clauses (B) and (C). Any
fraction of a share of Common Stock which would be required to pay such
purchase price shall be disregarded and the remaining amount due shall be paid
in cash by the optionee. No certificate representing Common Stock shall be
delivered until the full purchase price therefore has been paid (or arrangement
made for such payment to the Company's satisfaction).
<PAGE>
d) Termination of Directorship.
(1) Retirement or Death. Unless otherwise specified in the agreement
relating to an option, if an optionee's service to the Corporation terminates
by reason of retirement ("Retirement") or death, each option held by such
optionee may thereafter be exercised by such optionee (or such optionee's
executor, administrator, legal representative, beneficiary or similar person)
until and including the earliest to occur of (i) the date which is 3 years (or
such other period as set forth in the Agreement relating to such option) after
the effective date of such optionee's termination of service by Retirement or
the date of death, and (ii) the expiration date of the term of such option.
(2) Other Termination. Unless otherwise specified in the Agreement
relating to an option, if an optionee's service to the Corporation terminates
for any reason other than Retirement or death, each option held by such
optionee may thereafter be exercised by such optionee (or such optionee's legal
representative or similar person) until and including the earliest to occur of
(i) the date which is 1 year (or such other period as set forth in the
Agreement relating to such option) after the effective date of such optionee's
termination of service and (ii) the expiration date of the term of such
option.
(3) Death Following Termination of Service. Unless otherwise specified
in the Agreement relating to an option, if an optionee dies during the period
set forth in Section 5(d)(1) following termination of employment by reason of
Retirement, or if an optionee dies during the period set forth in Section
5(d)(2) following termination of employment for any other reason other than
Retirement (or, in each case, such other period as set forth in the Agreement
relating to an option), each option held by such optionee may thereafter be
exercised by such optionee's executor, administrator, legal representative,
beneficiary or similar person until and including the earliest to occur of (i)
the date which is 1 year (or such other period as set forth in the Agreement
relating to such option) after the date of death and (ii) the expiration date
of the term of such option.
6. Effective Date and Term of Plan. This Plan shall be submitted to the
shareholders of the Corporation for approval and, if approved by the
affirmative vote of a majority of the shares of Common Stock present in person
or represented by proxy at the 1998 Annual Meeting of Shareholders, shall
become effective on the date of such approval. This Plan shall terminate when
shares of Common Stock are no longer available for the grant of options or ten
years after its effective date, whichever occurs first, unless terminated
earlier by the Board. Termination of this Plan shall not affect the terms or
conditions of any option granted prior to termination.
7. Amendments. The Board may amend this Plan as it shall deem advisable,
subject to any requirement of shareholder approval required by applicable law,
rule or regulation, provided, however, that no amendment shall be made without
shareholder approval if such amendment would (a) increase the maximum number of
shares of Common Stock available under this Plan (subject to Section 11), or
(b) extend the term of this Plan. No amendment may impair the rights of a
holder of an outstanding option without the consent of such holder.<PAGE>
8. Agreement. No option shall be valid until an Agreement is executed by the
Corporation and the optionee and, upon execution by the Corporation and the
optionee and delivery of the Agreement to the Corporation, such option shall be
effective as of the effective date set forth in the Agreement.
9. Non-Transferability. Unless otherwise specified in the Agreement
relating to an Option, no option hereunder shall be transferable other than by
will or the laws of descent and distribution or pursuant to beneficiary
designation procedures approved by the Corporation. Except to the extent
permitted by the foregoing sentence, each option may be exercised during the
optionee's lifetime only by the optionee or the optionee's legal representative
or similar person. Except as permitted by the second preceding sentence, no
option hereunder shall be sold, transferred, assigned, pledged, hypothecated,
encumbered or otherwise disposed of (whether by operation of law or otherwise)
or be subject to execution, attachment or similar process. Upon any attempt to
so sell, transfer, assign, pledge, hypothecate, encumber or otherwise dispose
of any option hereunder, such option and all rights thereunder shall
immediately become null and void.
10. Restrictions on Shares. Each option hereunder shall be subject to the
requirement that if at any time the Corporation determines that the listing,
registration or qualification of the shares of Common Stock subject to such
option upon any securities exchange or under any law, or the consent or
approval of any governmental body, or the taking of any other action is
necessary or desirable as a condition of, or in connection with, the exercise
of such option or the delivery of shares thereunder, such option shall not be
exercised and such shares shall not be delivered unless such listing,
registration, qualification, consent, approval or other action shall have been
effected or obtained, free of any conditions not acceptable to the Corporation.
The Corporation may require that certificates evidencing shares of Common Stock
delivered pursuant to any option hereunder bear a legend indicating that the
sale, transfer or other disposition thereof by the holder is prohibited except
in compliance with the Securities Act of 1933, as amended, and the rules and
regulations thereunder.
11. Adjustment. In the event of any stock split, stock dividend,
recapitalization, reorganization, merger, consolidation, combination, exchange
of shares, liquidation, spin-off or other similar change in capitalization or
event, or any distribution to holders of Common Stock other than a regular cash
dividend, the number and class of securities available under this Plan, the
purchase price per security, and the number and class of securities subject to
each option to be granted to Non-Employee Directors pursuant to this Plan shall
be appropriately adjusted by the Committee, such adjustments to be made in the
case of outstanding options without an increase in the aggregate purchase
price. The decision of the Committee regarding any such adjustment shall be
final, binding and conclusive. If any adjustment would result in a fractional
security being (a) available under this Plan, such fractional security shall be
disregarded, or (b) subject to an option under this Plan, the Corporation shall
pay the optionee, in connection with the first exercise of the option in whole
or in part occurring after such adjustment, an amount in cash determined by
multiplying (A) the fraction of such security (rounded to the nearest
hundredth) by (B) the excess, if any, of (x) the Fair Market Value on the
<PAGE>
exercise date over (y) the exercise price of the option.
12. Rights as Shareholder. No person shall have any rights as a stockholder of
the Corporation with respect to any shares of Common Stock which are subject to
an option hereunder until such person becomes a stockholder of record with
respect to such shares of Common Stock.
13. Designation of Beneficiary. If permitted by the Corporation, an optionee
may file with the Committee a written designation of one or more persons as
such optionee's beneficiary or beneficiaries (both primary and contingent) in
the event of the optionee's death. To the extent an outstanding option granted
hereunder is exercisable, such beneficiary or beneficiaries shall be entitled
to exercise such option.
Each beneficiary designation shall become effective only when filed in writing
with the Committee during the optionee's lifetime on a form prescribed by the
Committee. The spouse of a married optionee domiciled in a community property
jurisdiction shall join in any designation of a beneficiary other than such
spouse. The filing with the Committee of a new beneficiary designation shall
cancel all previously filed beneficiary designations.
If an optionee fails to designate a beneficiary, or if all designated
beneficiaries of an optionee predecease the optionee, then each outstanding
option hereunder held by such optionee, to the extent exercisable, may be
exercised by such optionee's executor, administrator, legal representative or
similar person.
14. Governing Law. This Plan, each option hereunder and the related Agreement,
and all determinations made and actions taken pursuant thereto, shall be
governed by the laws of the State of Delaware and construed in accordance
therewith without giving effect to principles of conflicts of laws.<PAGE>
MAYTAG CORPORATION
Proxy for Annual Meeting, May 14, 1998, Solicited by the Board of Directors
Leonard A. Hadley, Gerald J. Pribanic and E. James Bennett, and each of
them (with full power to act without the other and with power of substitution),
are hereby appointed attorneys and proxies of the undersigned to attend the
Annual Shareowners Meeting on May 14, 1998, and any adjournment thereof, and to
vote and act for the undersigned on reverse side.
This proxy revokes all previous proxies. Unless specified to the contrary
it will be voted FOR items (1), (2) and (3), and AGAINST item (4).
CONTINUED AND TO BE SIGNED ON REVERSE SIDE
- ---------------------------------------------------------------------------
PLEASE SIGN, DATE AND RETURN THIS CARD PROMPTLY
USING THE ENCLOSED ENVELOPE
April 2, 1998
Dear Shareholder:
You are cordially invited to attend the Annual Meeting of shareholders to be
held at 9:00 a.m. on Thursday, May 14, 1998, at the Newton High School Center
for Performance, Newton, Iowa. Detailed information as to the business to be
transacted at the meeting is contained in the accompanying Notice of Annual
Meeting and Proxy Statement.
Regardless of whether you plan to attend the meeting, it is important that your
shares be voted. Accordingly, we ask that you sign and return your proxy as
soon as possible in the envelope provided, or vote your shares by telephone if
you prefer.
Sincerely,
Leonard A. Hadley
Chairman and
Chief Executive Officer
On the reverse side of this card are instructions on how to vote your
shares for the election of directors and all other proposals by telephone.
Please consider voting by telephone. Your vote is recorded as if you miled in
your proxy card. We believe voting this way is convenient.<PAGE>
X Please mark votes in oval in the following manner using dark ink only.
The Board of Directors recommends a vote "FOR" items (1), (2) and (3).
1. Election of Directors
Nominees: Wayland R. Hicks, W. Ann Reynolds, John A. Sivright and
Fred G. Steingraber.
FOR or WITHHELD
ALL FROM ALL
NOMINEES NOMINEES
____________________________________
For all nominees except as noted above
2. FOR AGAINST or ABSTAIN
The selection of Ernst & Young LLP as independent public auditors to
examine the financial statements to be included in the Annual Report to
Shareholders for 1998.
3. FOR AGAINST or ABSTAIN
The adoption of the Maytag Corporation 1998 Non-Employee Directors' Stock
Option Plan.
The Board of Directors recommends a vote "AGAINST" item (4)
4. FOR AGAINST or ABSTAIN
The proposal of a Shareholder concerning the classification of the Board
of Directors.
In their discretion, the proxies are authorized to vote upon any other
matters which may properly come before the meeting or any adjournment.
Dated ______________________, 1998
_________________________________ _________________________________
(Signature of Stockholder) (Signature of Stockholder)
Please date, sign exactly as name appears above, and return in the enclosed
envelope. Executors, administrators, trustees, guardians or attorneys should
indicate the capacity in which they sign. Corporate owners should sign in
their corporate names and affix their seals.
______ MARK HERE
FOR ADDRESS
______ CHANGE AND
NOTE AT LEFT<PAGE>
- -------------------------------Fold and detach here----------------------
CONTROL NUMBER **VOTE BY TELEPHONE**
_________________________________________________________________________
Call ** Toll Free *** On a Touch Tone Telephone
1-888-221-0696
There is NO CHARGE to you for this call
Your telephone vote authorizes the named proxies to vote your shares in the
same manner as if you marked, signed and returned your proxy card.
You will be asked to enter a Control Number which is located in the box on
the left side of this form.
OPTION #1: To vote as the Board of Directors recommends on ALL proposals:
Press 1
WHEN ASKED, PLEASE CONFIRM YOUR VOTE BY PRESSING 1--THANK YOU FOR VOTING
OPTION #2: If you choose to vote on each proposal separately, press ). You
will hear these instructions:
Proposal 1: To vote FOR ALL nominees, press 1; to WITHHOLD FOR ALL
nominees, press 9.
To WITHHOLD FOR AN INDIVIDUAL nominee, Press 0 and listen to the
instructions.
Proposal 2: To vote FOR, press 1; AGAINST, press 9; ABSTAIN, press 0
The instructions are the same for all remaining proposals.
WHEN ASKED, PLEASE CONFIRM YOUR VOTE BY PRESSING 1--THANK YOU FOR VOTING
If you vote by telephone, DO NOT mail back your proxy.<PAGE>
