<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
METHODE ELECTRONICS, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
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METHODE ELECTRONICS, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD SEPTEMBER 8, 1998
To the Stockholders of
METHODE ELECTRONICS, INC.:
Notice is hereby given that the annual meeting of stockholders of Methode
Electronics, Inc., a Delaware corporation, will be held at the Arlington Park
Hilton Conference Center, 3400 West Euclid Avenue, Arlington Heights, Illinois
60005 on Tuesday, September 8, 1998 at 3:30 p.m. for the following purposes:
1.To elect a Board of Directors; and
2.To transact such other business as may properly come before said meeting.
Stockholders of record as of the close of business on July 31, 1998 will be
entitled to vote at such annual meeting. Shares should be represented as fully
as possible, since a majority is required to constitute a quorum.
You are requested to mark, sign, date and mail the accompanying proxy in the
enclosed, self-addressed, stamped envelope, whether or not you expect to
attend the meeting in person. You may revoke your proxy for any reason at any
time prior to the voting thereof, either by written revocation prior to the
meeting or by appearing at the meeting and voting in person. Your cooperation
is respectfully solicited.
By order of the Board of Directors.
WILLIAM J. McGINLEY
Chairman
Chicago, Illinois
August 10, 1998
<PAGE>
METHODE ELECTRONICS, INC.
7444 WEST WILSON AVENUE
CHICAGO, ILLINOIS 60656-4549
(708) 867-9600
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON SEPTEMBER 8, 1998
INTRODUCTION
The enclosed proxy is solicited on behalf of the Board of Directors of
Methode Electronics, Inc. (the "Company"), in connection with the annual
meeting of stockholders to be held on September 8, 1998 at 3:30 p.m. and any
adjournment thereof (the "Annual Meeting"), at the Arlington Park Hilton
Conference Center, 3400 West Euclid Avenue, Arlington Heights, Illinois 60005.
The cost of proxy solicitation will be borne by the Company. In connection
with the solicitation of proxies by the use of the mails, the Company has
retained Morrow & Co., Inc. to solicit proxies on behalf of the Board of
Directors for a fee estimated not to exceed $5,000 plus reasonable out-of-
pocket expenses and disbursements. Morrow & Co., Inc. may solicit proxies from
stockholders by mail, telephone, telex, telegraph or in person. In addition,
certain officers and other regular employees of the Company may devote part of
their time (but will not be specifically compensated therefor) to solicitation
by the same means. Proxies may be revoked at any time prior to the voting
thereof. Revocation may be done prior to the Annual Meeting by written
revocation sent to the Secretary of the Company, 7444 West Wilson Avenue,
Chicago, Illinois 60656-4549; or it may be done personally upon oral or
written request at the Annual Meeting; or it may be done by appearing at the
Annual Meeting and voting in person.
This proxy statement was first mailed or delivered to stockholders on or
about August 10, 1998.
RECORD DATE; VOTING SECURITIES OUTSTANDING
The close of business on July 31, 1998 is the record date for determining
the holders of securities of the Company entitled to notice of and to vote at
the Annual Meeting.
As of July 17, 1998, the Company had outstanding voting securities
consisting of 34,354,793 shares of Class A Common Stock, par value $0.50 per
share ("Class A Common Stock") and 1,191,673 shares of Class B Common Stock,
par value $0.50 per share ("Class B Common Stock"). The presence at the Annual
Meeting, in person or by proxy, of the holders of a majority of the issued and
outstanding shares of both Class A and Class B Common Stock entitled to vote
at the Annual Meeting is necessary to constitute a quorum. With respect to the
election of directors, the affirmative vote of the holders of a majority of
the outstanding Class A Common Stock present in person or by proxy, will elect
three Class A Directors, each Class A share having one vote; the affirmative
vote of the holders of a majority of the outstanding Class B Common Stock
present in person or by proxy, will elect six Class B Directors, each Class B
share having one vote. On all other matters and where otherwise required by
law or the Company's Restated Certificate of Incorporation, the holders of
Class A Common Stock are entitled to one-tenth of a vote per share and the
holders of Class B Common Stock are entitled to one vote per share. A broker
non-vote is not counted in determining voting results. If a stockholder,
present in person or by proxy, abstains on any matter, the stockholder's
shares will not be voted on such matter. Thus, an abstention from voting on a
matter has the same legal effect as a vote "AGAINST" the matter.
1
<PAGE>
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, with respect to the Company's voting
securities, all persons known to be the beneficial owners of more than 5% of
the Company's voting securities as of July 17, 1998.
<TABLE>
<CAPTION>
NUMBER OF SHARES
AND NATURE OF
NAME AND ADDRESS TITLE BENEFICIAL PERCENT
OF BENEFICIAL OWNER OF CLASS OWNERSHIP(1) OF CLASS
- ------------------- ------------ ---------------- --------
<S> <C> <C> <C>
William J. McGinley Common Stock
7444 West Wilson Ave. Class A 277,376(2) 1.0%
Chicago, Illinois 60656-4549 Class B 890,902(2) 74.8%
Methode Electronics, Inc. Common Stock
Employee Stock Ownership Trust Class A 3,078,704(3) 9.0%
Continental Bank, N.A. Class B 60,363(3) 5.1%
231 South LaSalle Street
Chicago, Illinois 60697
Fidelity Funds Common Stock
82 Devonshire Street Class A 3,750,301(4) 11.0%
Boston, Massachusetts 02109
</TABLE>
- --------
(1) Beneficial ownership arises from sole voting and investment power unless
otherwise indicated by footnote.
(2) Includes 116,501 shares of Class A and 7,638 shares of Class B Common
Stock held by the Employee Stock Ownership Trust under which Mr. W.
McGinley has sole voting power and, prior to distribution under the terms
of the Trust, no investment power; 74,765 shares of Class A Common Stock
granted but not yet vested pursuant to the Incentive Stock Award Plan as
to which he has sole voting power and 10,000 shares of Class B Common
Stock held by his wife.
(3) Beneficial ownership is disclaimed due to restrictions on the trustee's
voting and investment power with respect to these shares. Includes 116,501
shares and 7,638 shares of Class A and Class B Common Stock, respectively,
held for the account of Mr. W. McGinley.
(4) Based solely upon a Schedule 13G provided to the Company.
2
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The following table sets forth information regarding the Class A and Class B
Common Stock of the Company beneficially owned as of July 17, 1998 by: (i)
each Director and nominee of the Company; (ii) each of the Named Executives
identified in the Summary Compensation Table under "Executive Compensation";
and (iii) all Directors and Executive Officers of the Company as a group.
<TABLE>
<CAPTION>
NUMBER OF SHARES
AND NATURE OF
BENEFICIAL PERCENT
NAME OF BENEFICIAL OWNER TITLE OF CLASS OWNERSHIP(1) OF CLASS
- ------------------------ -------------- ---------------- --------
<S> <C> <C> <C>
William J. McGinley(2) Common Stock
Class A 277,376(3) 1.0%
Class B 890,902(3) 74.8%
George C. Wright Common Stock
Class A 87,559(4) *
Class B 6,540(4) *
Raymond J. Roberts Common Stock
Class A 104,200 *
Class B 6,200 *
William C. Croft Common Stock
Class A 98,200 *
Class B 2,020 *
Michael G. Andre Common Stock
Class A 140,810(5) *
Class B 3,800(5) *
Kevin J. Hayes Common Stock
Class A 141,348(6) *
Class B 3,368(6) *
James W. McGinley(2) Common Stock
Class A 44,677(7) *
Class B 21(7) *
James W. Ashley, Jr. Common Stock
Class A 3,000 *
Class B 0 0
John R. Cannon Common Stock
Class A 43,304(8) *
Class B 526(8) *
All Directors and Executive Common Stock
Officers as a Group (9 Class A 940,474(9) 2.7%
individuals) Class B 913,377(9) 77.0%
</TABLE>
- --------
* Percentage represents less than 1% of the total shares of Common Stock
outstanding as of July 17, 1998.
(1) Beneficial ownership arises from sole voting and investment power unless
otherwise indicated by footnote.
(2) Mr. William J. McGinley is the father of Mr. James W. McGinley.
(3) See Note 2 on page 2 hereof regarding nature of stock ownership set forth
above.
(4) All of these shares are held in a living trust jointly with his wife.
(5) Includes 58,091 and 3,800 shares of Class A and Class B Common Stock,
respectively, held by the Employee Stock Ownership Trust for which Mr.
Andre has sole voting power and, prior to distribution
3
<PAGE>
under the terms of the Trust, no investment power and 6,075 shares of Class
A Common Stock granted but not yet vested pursuant to the Incentive Stock
Award Plan as to which he has sole voting power.
(6) Includes 48,056 and 3,146 shares of Class A and Class B Common Stock,
respectively, held by the Employee Stock Ownership Trust for which Mr.
Hayes has sole voting power and, prior to distribution under the terms of
the Trust, no investment power and 29,910 shares of Class A Common Stock
granted but not yet vested pursuant to the Incentive Stock Award Plan as
to which he has sole voting power.
(7) Includes 8,033 and 21 shares of Class A and Class B Common Stock,
respectively, held by the Employee Stock Ownership Trust for which Mr. J.
McGinley has sole voting power and, prior to distribution under the terms
of the Trust, no investment power and 14,955 shares of Class A Common
Stock granted but not yet vested pursuant to the Incentive Stock Award
Plan as to which he has sole voting power.
(8) Includes 9,060 and 26 shares of Class A and Class B Common Stock,
respectively, held by the Employee Stock Ownership Trust for which Mr.
Cannon has sole voting power and, prior to distribution under the terms of
the Trust, no investment power; 19,660 shares of Class A Common Stock
granted but not yet vested pursuant to the Incentive Stock Award Plan as
to which he has sole voting power; 436 and 187 shares of Class A and Class
B Common Stock, respectively, held by his wife and 1,428 shares of Class A
Common Stock held as custodian for his son.
(9) Includes 240,191 shares of Class A and 14,631 shares of Class B Common
Stock allocated to executive officers under the Employee Stock Ownership
Trust; 145,356 shares of Class A Common Stock granted to the executive
officers pursuant to the Incentive Stock Award Plan; and 89,423 and 16,727
shares of Class A and Class B Common Stock, respectively, with respect to
which voting and investment powers are shared.
ITEM 1
ELECTION OF DIRECTORS
A Board of nine (9) Directors is to be elected, and each Director will hold
office until the next succeeding annual meeting of stockholders and until his
successor is elected and shall qualify. It is intended that the persons named
in the first portion of the following list will be elected by holders of the
Class A Common Stock and the persons named in the second portion will be
elected by holders of the Class B Common Stock. The shares represented by the
proxies given pursuant to this solicitation will be voted for the following
nominees unless votes are withheld in accordance with the instructions
contained in the proxy: Directors to be elected by holders of Class A Common
Stock are Michael G. Andre, William C. Croft and James W. Ashley, Jr.;
Directors to be elected by holders of Class B Common Stock are William J.
McGinley, Kevin J. Hayes, George C. Wright, Raymond J. Roberts, James W.
McGinley and John R. Cannon. If any of said nominees is not a candidate for
election as a Director at the Annual Meeting, an event which the Board of
Directors does not anticipate, the proxies will be voted for a substitute
nominee or nominees appointed by the Board of Directors. Any such action will
be consistent with the right of the Class A Common Stockholders to elect a
minimum of 25% of the Directors.
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<PAGE>
Information Concerning Nominees:
<TABLE>
<CAPTION>
DIRECTOR PRINCIPAL OCCUPATION FOR LAST 5 YEARS
NAME AGE SINCE AND OTHER DIRECTORSHIPS
---- --- -------- -------------------------------------
<C> <C> <C> <S>
DIRECTORS TO BE ELECTED BY CLASS A COMMON STOCKHOLDERS
Michael G. Andre 58 1984 Senior Executive Vice President of the
Company since December 1994. Prior thereto,
he was Executive Vice President of
Interconnect Products since 1984 and Vice
President of Interconnect Products since
1978.
William C. Croft 80 1975 Chairman of the Board, Clements National
Company (a manufacturer of electrical
equipment) since 1977. Also a director of
Mercury Finance Co.
James W. Ashley, Jr. 48 1995 Secretary of the Company since 1995. James
W. Ashley, Jr., has been a partner of Lord,
Bissell & Brook (a law firm retained as
counsel to the Company) since September
1997. Prior thereto, he was the sole
shareholder and President of James W.
Ashley, Jr. P.C., a corporate partner of the
law firm Keck, Mahin & Cate. In December
1997, Keck, Mahin & Cate filed a voluntary
petition in bankruptcy under Chapter 11 of
the United States Bankruptcy Code.
DIRECTORS TO BE ELECTED BY CLASS B COMMON STOCKHOLDERS
William J. McGinley 75 1946 Chairman of the Company since 1994.
President of the Company from January 1997
thru July 1998 and from 1946 to 1994.
William J. McGinley is the father of James
W. McGinley.
Kevin J. Hayes 57 1984 Executive Vice President of the Company
since 1997, Chief Financial Officer since
1996 and Assistant Secretary since 1995.
Prior thereto, Vice President and Treasurer
of the Company since 1974.
George C. Wright 75 1968 President of Piedmont Co. Inc. (distributor
of marine products).
Raymond J. Roberts 69 1972 Chief Financial Officer and Secretary-
Treasurer of Coilcraft, Inc. (a manufacturer
of coils and transformers).
James W. McGinley 43 1993 President of the Company since August 1998.
Prior thereto, Mr. J. McGinley held various
positions with divisions of the Company,
including President from 1994 thru 1998 and
Executive Vice President from 1993 thru 1994
of Optical Interconnect Products, and Vice
President of Connector Products from 1989 to
1993. James W. McGinley is the son of
William J. McGinley.
John R. Cannon 50 1997 Senior Executive Vice President of the
Company since 1997; prior thereto Senior
Executive Vice President of dataMate
Products since 1996; prior thereto,
Executive Vice President of dataMate
Products.
</TABLE>
The Board of Directors of the Company has standing Audit and Compensation
Committees. The Board does not have a standing Nominating Committee.
The Audit Committee held two meetings during the last fiscal year. The
functions performed by the committee are to meet with and review the results
of the audit of the Company performed by its independent public accountants
and to recommend the selection of independent public accountants. Directors
Raymond J. Roberts and George C. Wright are members of the Audit Committee.
The Compensation Committee held one meeting during the last fiscal year. The
functions performed by the committee are to review salaries and bonuses of all
officers and key management personnel and the overall
5
<PAGE>
administration of the Company's compensation program. Directors William J.
McGinley, Raymond J. Roberts and William C. Croft are members of the
Compensation Committee.
The Board of Directors of the Company held four meetings during the last
fiscal year. No director attended less than 75% of the aggregate of the total
number of meetings of the Board and the total number of meetings held by the
respective committees on which he served.
EXECUTIVE COMPENSATION
The Summary Compensation Table below includes, for each of the fiscal years
ended April 30, 1998, 1997 and 1996, individual compensation paid for services
to the Company and its subsidiaries to: (i) the Chief Executive Officer, and
(ii) the four other executive officers of the Company (collectively, the
"Named Executives").
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
--------------------
AWARDS PAYOUTS
------------ -------
ANNUAL COMPENSATION RESTRICTED
-------------------------- STOCK LTIP ALL OTHER
NAME AND AWARD(S) PAYOUTS COMPENSATION
PRINCIPAL POSITION YEAR SALARY ($)(1) BONUS ($)(2) ($)(3)(4)(5) ($)(6) ($)(7)
- ------------------ ---- ------------- ------------ ------------ ------- ------------
<S> <C> <C> <C> <C> <C> <C>
William J. McGinley 1998 284,888 808,058 537,017 341,315 2,831
President and Chairman
(8) 1997 272,048 838,047 598,859 301,568 2,903
1996 261,860 799,286 518,404 237,984 3,326
Michael G. Andre 1998 195,452 160,830 39,662 100,543 3,706
Senior Executive Vice 1997 190,236 188,131 52,678 68,625 3,695
President 1996 186,400 230,866 88,017 54,301 6,923
Kevin J. Hayes 1998 138,237 263,223 214,807 136,537 6,174
Executive Vice
President, 1997 133,428 275,219 239,544 120,627 5,929
Chief Financial Officer 1996 127,620 259,715 207,362 95,193 8,945
and Assistant Secretary
James W. McGinley 1998 117,468 66,387 107,403 55,155 2,831
President Optical Inter- 1997 112,244 86,272 119,772 36,188 2,903
Connect Products (8) 1996 107,920 65,005 103,681 28,559 3,326
Mr. John R. Cannon 1998 128,976 186,370 170,711 95,882 2,831
Senior Executive Vice
President
</TABLE>
- --------
(1) Includes the following cash car allowances for the Named Executives in
1998, 1997 and 1996: $7,800 for Messrs. W. McGinley and Andre; $6,600 for
Mr. Hayes, $3,900 for Mr. J. McGinley and $4,200 for Mr. Cannon.
(2) Includes the following cash bonuses for the Named Executives in 1998, 1997
and 1996, respectively: Mr. W. McGinley, $408,058, $438,047 and $399,286;
Mr. Andre, $60,830, $88,131 and $130,866; Mr. Hayes, $163,223, $175,219
and $159,715; Mr. J. McGinley, $66,387, $86,272 and $65,005; and Mr.
Cannon in 1998, $186,370. Also includes the following payments to the
following Named Executives in 1998, 1997 and 1996 pursuant to the
Supplemental Executive Benefit Plan ("SEBP"): Mr. W. McGinley, $400,000;
and Messrs. Andre and Hayes $100,000. See "Board Compensation Committee
Report on Executive Compensation--Bonus Compensation" below for a
description of the SEBP.
6
<PAGE>
(3) These shares of restricted stock were awarded pursuant to the Company's
Incentive Stock Award Plan (the "Incentive Plan"). See "Board Compensation
Committee Report on Executive Compensation--Incentive Award" below for a
description of the Incentive Plan.
(4) All restricted stock is valued at the closing price of the Class A Common
Stock on the date of grant. On April 30, 1998, Mr. W. McGinley held 70,530
restricted shares having a value of $1,117,263; Mr. Andre held 8,775
restricted shares having a value of $140,692; Mr. Hayes held 28,215
restricted shares having a value of $446,906; Mr. J. McGinley held 14,110
restricted shares having a value of $223,453; and Mr. Cannon held 14,230
restricted shares having a value of $224,888. Dividends are paid on
restricted stock awards at the same rate as paid to all stockholders.
(5) Restricted stock awarded under the Incentive Plan vests as of the earliest
to occur of (i) the first day of the third Plan year following the year
with respect to which the award was made; (ii) retirement at or after age
65; (iii) termination on account of disability; or (iv) death, if
termination of employment has not occurred before the executive's death.
As Mr. W. McGinley has reached 65 years of age, if he were to retire,
70,530 shares would immediately vest.
(6) Long-Term Incentive Plan ("LTIP") payouts represent amounts paid pursuant
to the Company's Longevity Contingent Bonus Program. See "Long-Term
Incentive Plans-Awards in Last Fiscal Year" and "Board Compensation
Committee Report on Executive Compensation--Long-Term Incentive" below for
a description of the Longevity Contingent Bonus Program.
(7) The figures in this column include amounts allocated under the Methode
Employee Stock Ownership Plan ("ESOP") and, with respect to Messrs. Andre
and Hayes, above-market accrued interest and matching amounts under the
Capital Accumulation Program ("CAP"). Pursuant to the ESOP, the following
amounts were allocated to the accounts of each of the Named Executives in
1998, 1997 and 1996, respectively: $2,831, $2,903 and $3,326. Pursuant to
the CAP, in 1998, 1997 and 1996, respectively, the following Named
Executives were provided with the matching amounts and the amounts of
accrued interest in excess of 120% of the applicable federal long-term
rate at the time the CAP was established as follows: Mr. Andre, $875, $793
and $3,597; and Mr. Hayes, $3,343, $3,026 and $5,619. Payment of such
matching amounts and interest is contingent upon satisfaction of certain
terms of the CAP. Messrs. W. and J. McGinley elected not to participate in
the CAP. See "Board Compensation Committee Report on Executive
Compensation--Long-Term Incentive" below for a description of the CAP and
ESOP.
(8) Mr. J. McGinley was elected President of the Company effective August 3,
1998.
LONG-TERM INCENTIVE PLANS--AWARDS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
ESTIMATED FUTURE PAYOUTS UNDER
NON-STOCK PRICE-BASED PLANS
PERFORMANCE OR -------------------------------------------
OTHER PERIOD UNTIL THRESHOLD TARGET MAXIMUM
NAME MATURATION OR PAYOUT ($) ($) ($)
- ---- -------------------- ----------- ---------- ----------
<S> <C> <C> <C> <C>
W. McGinley 3 years 408,058 408,058 408,058
Andre 3 years 60,830 60,830 60,830
Hayes 3 years 163,223 163,223 163,223
J. McGinley 3 years 66,387 66,387 66,387
Cannon 3 years 186,370 186,370 186,370
</TABLE>
The Company has a Longevity Contingent Bonus Program which covers certain
officers and key management personnel. The longevity compensation amount is
equal to the current bonus received by an eligible employee for a given
quarter, and is earned and payable three years after the current quarter only
if the eligible employee is still an employee of the Company and his
employment performance is satisfactory. If for any reason other than death,
disability or retirement the officer or key employee terminates his employment
with the
7
<PAGE>
Company during the three-year period or his employment performance is not
satisfactory, no longevity compensation is payable under this program.
DIRECTOR COMPENSATION
The Company has a standard arrangement whereby directors who are not
employees of the Company are each compensated at the rate of $2,000 quarterly
plus an attendance fee of $500 for each meeting of the Board of Directors at
which they are present. Directors who are members of the Compensation or Audit
Committees receive an additional $500 for each committee meeting attended. In
addition, each director who is not an employee of the Company participates in
the Incentive Stock Award Plan for Non-Employee Directors which was approved
by stockholders in 1988. Pursuant to this Plan, non-employee directors who
have been such for at least twelve consecutive months receive a certain number
of shares of Class A Common Stock equal to five one- hundredths of one percent
of pre-tax earnings of the Company before extraordinary items of gain or loss
for the fiscal year or 3,000 shares, whichever is greater; such shares to vest
immediately upon the date of grant. Five one-hundredths of one percent of the
applicable earnings of the Company for the fiscal year ended April 30, 1998
was $26,851. According to the formula, each non-employee director of the
Company who has been a director for at least twelve consecutive months, at
present consisting of William C. Croft, Raymond J. Roberts, George C. Wright
and James W. Ashley, Jr., received 3,000 shares. No shares are awarded if the
Company does not have pre-tax earnings. Directors who are also employees of
the Company are not paid for their services as directors or for attendance at
meetings.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION IN COMPENSATION
DECISIONS
William J. McGinley, who is Chairman and a director of the Company, is on
the Compensation Committee.
BOARD COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Company's compensation philosophy is comprised of several elements
designed to retain key management personnel, reward performance, reward
dedication and historical service to the Company, and to relate executive pay
to long-term Company performance. These elements consist of a base salary,
bonus compensation, incentive awards directly relating pay to performance, and
long-term incentive awards designed to align executive interests with
stockholder interests.
Base Salary
The base salaries of the Company's executive officers have remained
relatively flat, with small increases to reflect inflation. Base salaries,
including that of founder William J. McGinley, were originally set by Mr. W.
McGinley. Over the years, the Compensation Committee of the Board has reviewed
the founder's recommendations as to the salaries of the Company's officers and
key management personnel. Although base salaries have not been high relative
to other companies of comparable size, the bonus has been a key tool for
rewarding performance.
Bonus Compensation
Bonus amounts paid to the Named Executives are comprised of two elements:
(i) a quarterly cash bonus; and (ii), with respect to Messrs. W. McGinley,
Andre and Hayes, the Supplemental Executive Benefit Plan (the "SEBP").
Cash bonuses for all officers and managerial personnel are determined
pursuant to a bonus plan reviewed from time to time by the Compensation
Committee. Pursuant to the bonus plan, bonus amounts are calculated according
to a formula which assigns certain percentages to different levels of pre-tax
profits.
The SEBP recognizes the dedication and contributions made by certain of the
Named Executives and such other persons as determined by the Compensation
Committee during their past years of service to the Company.
8
<PAGE>
In recognition of the more than forty years of service of Mr. McGinley, the
SEBP provides that on an annual basis over a ten year period commencing with
fiscal 1992, Mr. McGinley will receive an amount equal to $10,000 for each
year of past service up to forty years. In recognition of the past years of
service of Messrs. Andre and Hayes, the SEBP provides that on an annual basis
over a ten year period commencing with fiscal 1992, Messrs. Andre and Hayes
will each receive an amount equal to $5,000 and $5,263 respectively, for each
year of past service up to twenty years. No benefits may be paid under the
SEBP in any fiscal year in which the Company has a net loss, nor may benefits
be paid in an amount in excess of 20% of pre-tax income (income before federal
and state income taxes and before extraordinary income and losses) in any
year. To the extent that benefits due are postponed because of a loss or
insufficient earnings, they are to be paid in subsequent years when earnings
are sufficient. Reductions in benefits shall be allocated pro rata to the
participants and no interest is to be paid on deferred amounts.
Pursuant to the SEBP, Mr. McGinley received a $400,000 payment in fiscal
1998.
Incentive Award
The Company's Incentive Stock Award Plan (the "Incentive Plan") is
administered by Directors Roberts and Croft (the "Committee") who are not
eligible to receive awards under the Incentive Plan. The Committee determines
which individuals shall participate in the Incentive Plan in any given year,
which profit centers will be the basis for each participant's award, the
earnings for each profit center and the number of shares of Class A Common
Stock to be awarded to each participant. The number of shares awarded to any
participant in any given year is determined by the Committee and historically
has been determined by dividing 1% of the pre-tax earnings of the applicable
profit center for that year by the fair market value of the Company's Class A
Common Stock on the first business day of the subsequent Incentive Plan year.
Shares awarded to a participant under the Incentive Plan vest on the first day
of the third Incentive Plan year following the year the award was made, or
earlier upon retirement after age 65 or termination of employment on account
of death or disability.
Long-Term Incentive
The Company has instituted several plans which are designed to provide long-
term incentives for executives by relating executive compensation to Company
performance over time as well as by rewarding continued service to the
Company. The Company's Longevity Contingent Bonus Program (the "Bonus
Program") awards officers and key management personnel a matching bonus (equal
to the amount of the current quarterly bonus) which will be considered as
earned and payable in three years provided that the participant is still
employed by the Company at that time and performance has been satisfactory.
If, for any reason, other than death, disability, or retirement, the officer
or key employee terminates his employment with the Company during the three
year period, or his employment performance is not satisfactory, no longevity
compensation is payable under this program.
Mr. McGinley's total quarterly bonus awards in 1998 were $408,058. He is
therefore eligible to receive payments totaling $408,058 in the year 2001.
The Company also instituted a Capital Accumulation Program (the "CAP") under
which, from calendar years 1986 to 1989, the Company matched the amount of
compensation deferred by any executive or director on a dollar-for-dollar
basis, with a limit of $5,000 in any given year. If a participant retires at
age 55 and has been a participant in the CAP for ten years, then that
individual is eligible to receive payments with an annual yield of not less
than 10% on the deferred amount, plus the matching amount. If the participant
retires at age 55 and has been a participant in the CAP between five and nine
years, he is eligible to receive the deferred amount plus interest, plus
between 50% to 90% of the matching amount plus interest. If the participant
resigns or retires before age 55 with at least four years participation in the
CAP, he is eligible to receive the deferred amount with interest although he
is not eligible to receive the matching amount. In the event that an
individual is discharged for cause, he is able to receive the deferred amount
without interest or the matching amount.
9
<PAGE>
Mr. McGinley did not participate in the CAP.
The Company's Employee Stock Ownership Plan (the "ESOP") provides additional
long-term incentive to employees. The Company contributes either cash or
Company securities to a trust established for the benefit of its employees.
Employees may not make contributions. The primary purpose of the ESOP is to
enable the Company's employees to earn a proprietary interest in the Company
thereby aligning employee interests with those of the stockholders. If cash is
contributed to the ESOP, the cash is used, to the extent practicable, to
purchase Company securities. Any employee who completes 1,000 hours of service
in a twelve month period is eligible to participate in the ESOP. The Company's
contributions to the ESOP are allocated to the accounts of participants in the
same proportion as each participant's compensation bears to the aggregate
compensation of all participants. In compliance with applicable law, the ESOP
provides for gradual vesting of 20% after two years through 100% after seven
years. The ESOP further provides that an employee's account will fully vest
upon termination of employment due to retirement, disability or death, or
resignation or dismissal after seven years of service. The vested portion of
an employee's account is to be distributed upon retirement, disability,
termination or death.
Finally, the Methode Electronics, Inc. 1997 Stock Plan (the "1997 Plan")
also provides long-term incentive to employees. The 1997 Plan provides for the
granting of awards of restricted stock, incentive stock options, nonqualified
stock options and stock appreciation rights with respect to the Class A Common
Stock. The Compensation Committee administers the 1997 Plan and from time to
time grants awards under the 1997 Plan to selected eligible directors and
employees. To date, no awards under the 1997 Plan have been granted to any
director or Named Executive.
During 1993, the Internal Revenue Code of 1986 (the "Code") was amended to
include a provision which denies a deduction to any publicly held corporation
for compensation paid to any "covered employee" (defined as the CEO and the
Company's other four most highly compensated officers, as of the end of a
taxable year) to the extent that the compensation exceeds $1,000,000 in any
taxable year of the corporation beginning after 1993. Compensation which is
payable pursuant to written binding agreements entered into before February
18, 1993 and compensation which constitutes "performance-based compensation"
is excludable in applying the $1,000,000 limit. It is the Company's policy to
qualify compensation paid to its top executives, in a manner consistent with
the Company's compensation policies, for deductibility under the new law in
order to maximize the Company's income tax deductions.
Compensation Committee
William J. McGinley
Raymond J. Roberts
William C. Croft
10
<PAGE>
PERFORMANCE GRAPH
The following graph sets forth a comparison of the cumulative total
stockholder returns for the five year period ended April 30, 1998 for: (i) the
Class A Common Stock of the Company, (ii) the Class B Common Stock of the
Company, (iii) the CRSP Index for the Nasdaq Stock Market, (iv) the CRSP Index
for the Nasdaq Electronics Components Stocks and (v) a peer group selected in
good faith by the Company (the "Peer Group"). The Company believes the CRSP
Index for the Nasdaq Electronics Components Stocks includes too many companies
which operate in industries outside of the Company's industry and believes the
Peer Group represents a better index for comparison. The Peer Group includes
companies which manufacture or have business units which manufacture
electrical and electronic connectors, interconnect devices, controls, and
components for the computer, communications systems, automotive and other
industries. The Peer Group includes the following companies: AMP Inc.,
Amphenol Corporation, Berg Electronics Corp., Breed Technologies, Inc., CTS
Corporation, The Cherry Corporation (Class A Common Stock), Eaton Corporation,
Molex Incorporated (Common Stock), Robinson Nugent, Inc., Thomas & Betts
Corporation and United Technologies Corporation. The performance of the CRSP
Index for the Nasdaq Electronics Components Stocks is presented for
comparative purposes as required by applicable securities regulations and will
not be provided in the future. All returns were calculated assuming dividend
reinvestment on a quarterly basis.
LOGO
<TABLE>
<CAPTION>
1993 1994 1995 1996 1997 1998
- ---------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Methode Class A 100.000 140.526 155.010 228.248 194.694 222.939
- ---------------------------------------------------------------------------------
Methode Class B 100.000 117.549 125.176 177.609 150.141 176.166
- ---------------------------------------------------------------------------------
NASDAQ Market Index 100.000 111.289 129.375 184.427 195.193 292.114
- ---------------------------------------------------------------------------------
NASDAQ Elect. Comp. 100.000 134.973 213.060 284.144 461.083 511.792
- ---------------------------------------------------------------------------------
Peer Group Index 100.000 123.903 147.488 181.851 211.069 275.783
</TABLE>
11
<PAGE>
OTHER MATTERS
INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors of the Company has selected Ernst & Young LLP to
examine the consolidated financial statements of the Company and its
subsidiaries for the fiscal year ending April 30, 1999. Ernst & Young LLP has
served the Company in this capacity since 1966. Representatives of Ernst &
Young LLP are expected to be present at the Annual Meeting to be held on
September 8, 1998 and will have the opportunity to make a statement if they so
desire. These representatives are also expected to be available to respond to
appropriate questions of stockholders.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Under the securities laws of the United States, the Company's Directors, its
executive officers, and any persons holding more than 10% of the Company's
Class A or Class B Common Stock are required to report their initial ownership
of the Company's Class A or Class B Common Stock and any subsequent changes in
that ownership to the Securities and Exchange Commission. Specific due dates
for these reports have been established and the Company is required to
disclose in this proxy statement any failure to file by the required dates
during its fiscal year ended April 30, 1998. All of these filing requirements
were satisfied except that Mr. Wright filed one late report covering one
transaction. In making these disclosures, the Company has relied solely on
written representations of its Directors and executive officers and copies of
the reports that they have filed with the Commission.
STOCKHOLDER PROPOSALS
All stockholder proposals to be presented at the Company's Annual Meeting to
be held in 1999 must be received by April 12, 1999 in order to be considered
for inclusion in the Company's Proxy Statement relating to the 1999 Annual
Meeting. If a stockholder intends to present a proposal at the 1999 Annual
Meeting but does not intend to have such proposal included in the Company's
Proxy Statement, notice of such proposal must be received by the Company prior
to June 26, 1999 in order to be considered "timely." If notice of such
proposal is not received by the Company prior to June 26, 1999, the proposal
shall be deemed "untimely" and the Company will have the right to exercise
discretionary voting authority with respect to such proposal. These notices
should be directed to the Secretary of Methode Electronics, Inc. at 7444 West
Wilson Avenue, Chicago, Illinois 60656-4549.
SEC FORM 10-K
A copy of the Company's annual report to the Securities and Exchange
Commission will be provided to stockholders without charge upon written
request directed to the Secretary of Methode Electronics, Inc. at 7444 West
Wilson Avenue, Chicago, Illinois 60656-4549.
OTHER BUSINESS
The Board of Directors knows of no other business that will be presented at
the Annual Meeting. Should any other business come before the Annual Meeting,
it is the intention of the persons named in the enclosed proxy form to vote in
accordance with their best judgment.
By order of the Board of Directors
WILLIAM J. McGINLEY
Chairman
Chicago, Illinois
August 10, 1998
12
<PAGE>
PROXY CARD METHODE ELECTRONICS, INC.
CLASS B COMMON STOCK
Annual Meeting of Stockholders, September 8, 1998
The undersigned stockholder of Methode Electronics, Inc. does hereby
acknowledge receipt of Notice of said Annual Meeting and accompanying Proxy
Statement and constitutes and appoints William J. McGinley, Kevin J. Hayes and
James W. Ashley, Jr., or any one or more of them, with full powers of
substitution and revocation, to be the attorneys and proxies to vote all shares
of Class B Common Stock of Methode Electronics, Inc. which the undersigned is
entitled to vote, with all the powers which the undersigned would possess if
personally present at the Annual Meeting of Stockholders of said Corporation to
be held on Tuesday, September 8,1998 at 3:30 p.m. Chicago time at the Arlington
Park Hilton Conference Center, 3400 West Euclid Avenue, Arlington Heights,
Illinois 60005, and at any adjournments thereof:
(PLEASE SIGN ON THE OTHER SIDE)
<PAGE>
This proxy shall be voted in accordance with the instructions given and in the
absence of such instructions shall be voted for Item 1. If other business is
presented at said meeting, this proxy shall be voted in accordance with the best
judgment of the persons named as proxies on reverse side.
Please mark [X]
your votes
as indicated
in this
example
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
1. The election of William J. McGinley, Kevin J. Hayes, George C. Wright,
Raymond J. Roberts, James W. McGinley and John R. Cannon as Class B
directors.
FOR ALL NOMINEES EXCEPT WITHHOLD
NOMINEE(S) WRITTEN BY AUTHORITY
THE UNDERSIGNED IN THE TO VOTE FOR
SPACE PROVIDED ALL NOMINEES
______________________________________
[_] [_]
________________________________________________________________________________
Any proxy heretofore given by the undersigned to vote
at said Annual Meeting is hereby revoked.
_______ You are urged to mark, sign, date and return your
| proxy without delay in the return envelope provided
| for that purpose, which requires no postage if mailed
| in the United States.
Date____________________________________________, 1998
______________________________________________________
______________________________________________________
When signing the proxy, please date it and take care
to have the signature conform to the stockholder's
name as it appears on this side of the proxy. If
shares are registered in the names of two or more
persons, each person should sign. Executors,
administrators, trustees and guardians should so
indicate when signing.
DO NOT FOLD OR PERFORATE THIS CARD
________________________________________________________________________________
<PAGE>
PROXY CARD METHODE ELECTRONICS, INC.
CLASS A COMMON STOCK
Annual Meeting of Stockholders, September 8, 1998
The undersigned stockholder of Methode Electronics, Inc. does hereby
acknowledge receipt of Notice of said Annual Meeting and accompanying Proxy
Statement and constitutes and appoints William J. McGinley, Kevin J. Hayes and
James W. Ashley, Jr., or any one or more of them, with full powers of
substitution and revocation, to be the attorneys and proxies to vote all shares
of Class A Common Stock of Methode Electronics, Inc. which the undersigned is
entitled to vote, with all the powers which the undersigned would possess if
personally present at the Annual Meeting of Stockholders of said Corporation to
be held on Tuesday, September 8,1998 at 3:30 p.m. Chicago time at the Arlington
Park Hilton Conference Center, 3400 West Euclid Avenue, Arlington Heights,
Illinois 60005, and at any adjournments thereof:
(PLEASE SIGN ON THE OTHER SIDE)
<PAGE>
This proxy shall be voted in accordance with the instructions given and in the
absence of such instructions shall be voted for Item 1. If other business is
presented at said meeting, this proxy shall be voted in accordance with the best
judgment of the persons named as proxies on reverse side.
Please mark [X]
your votes
as indicated
in this
example
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
1. The election of Michael G. Andre, William C. Croft and James W. Ashley, Jr.
as Class A directors.
FOR ALL NOMINEES EXCEPT WITHHOLD
NOMINEE(S) WRITTEN BY AUTHORITY
THE UNDERSIGNED IN THE TO VOTE FOR
SPACE PROVIDED ALL NOMINEES
______________________________________
[_] [_]
________________________________________________________________________________
Any proxy heretofore given by the undersigned to vote
at said Annual Meeting is hereby revoked.
_______ You are urged to mark, sign, date and return your
| proxy without delay in the return envelope provided
| for that purpose, which requires no postage if mailed
| in the United States.
Date____________________________________________, 1998
______________________________________________________
______________________________________________________
When signing the proxy, please date it and take care
to have the signature conform to the stockholder's
name as it appears on this side of the proxy. If
shares are registered in the names of two or more
persons, each person should sign. Executors,
administrators, trustees and guardians should so
indicate when signing.
DO NOT FOLD OR PERFORATE THIS CARD
________________________________________________________________________________
