<PAGE>
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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 Rule 14a-11(c) or Rule 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)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transactions applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
___ Fee paid previously with preliminary materials.
___ Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount previously paid:
(2) Form, schedule or registration statement number:
(3) Filing party:
(4) Date filed:
<PAGE>
METHODE ELECTRONICS, INC.
----------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD SEPTEMBER 14, 1999
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 Fountain Blue
Conference Center, 2300 South Mannheim Road, Des Plaines, Illinois 60018 on
Tuesday, September 14, 1999 at 3:30 p.m. for the following purposes:
1. To elect a Board of Directors;
2. To consider and vote upon a proposal to amend the Company's Restated
Certificate of Incorporation to increase the number of authorized shares
of Class A Common Stock to One Hundred Million (100,000,000); and
3. To transact such other business as may properly come before the meeting.
Stockholders of record as of the close of business on August 2, 1999 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 17, 1999
<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 14, 1999
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 14, 1999 at 3:30 p.m. and any
adjournment thereof (the "Annual Meeting"), at The Fountain Blue Conference
Center, 2300 South Mannheim Road, Des Plaines, Illinois 60018.
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 $5,500 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 17, 1999.
RECORD DATE; VOTING SECURITIES OUTSTANDING
The close of business on August 2, 1999 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 23, 1999, the Company had outstanding voting securities
consisting of 34,302,739 shares of Class A Common Stock, par value $0.50 per
share ("Class A Common Stock") and 1,182,825 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 unless 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 23, 1999.
<TABLE>
<CAPTION>
Number of Shares
and Nature of
Name and Address of Title of Beneficial Percent
Beneficial Owner Class Ownership(1) of Class
------------------- ------------ ---------------- --------
<S> <C> <C> <C>
William J. McGinley...... Common Stock
7444 West Wilson Avenue Class A 268,730(2) 1.0%
Chicago, Illinois 60656- Class B 890,902(2) 75.3%
4549
Methode Electronics, Common Stock
Inc......................
Employee Stock Ownership Class A 2,980,598(3) 8.7%
Trust
Bank of America Class B 57,296(3) 4.8%
231 South LaSalle Street
Chicago, Illinois 60697
FMR Corp................. Common Stock
82 Devonshire Street Class A 4,621,688(4) 13.5%
Boston, Massachusetts
02109
Neuberger Berman, LLC.... Common Stock
Neuberger Berman Class A 1,834,850(5) 5.3%
Management
605 Third Avenue
New York, New York
10158-3698
</TABLE>
- --------
(1) Beneficial ownership arises from sole voting and investment power unless
otherwise indicated by footnote.
(2) Includes 112,367 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; 72,680 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 112,367
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 on an Amendment to Schedule 13G filed by FMR Corp. ("FMR"),
Edward C. Johnson 3rd and Abigail P. Johnson with the Securities and
Exchange Commission (the "SEC") on February 12, 1999, reflecting ownership
as of December 31, 1998. According to the Schedule 13G, Fidelity
Management & Research Company ("Fidelity"), a wholly-owned subsidiary of
FMR and a registered investment adviser, is the beneficial owner of the
4,621,688 shares as a result of acting as investment adviser to various
registered investment companies. FMR, Edward C. Johnson, Chairman of FMR,
and the registered investment companies advised by Fidelity each have sole
dispositive power over the shares beneficially owned by Fidelity. Voting
power with respect to such shares resides with the respective Boards of
Trustees of each of the Fidelity funds. According to the Schedule 13G,
members of the Edward C. Johnson 3rd family, including Abigail Johnson,
are the owners of Class B shares of common stock of FMR representing
approximately 49% of the voting power of FMR. Such members of the Johnson
family have entered into a shareholders' voting agreement.
(5) Based solely on a Schedule 13G filed by Neuberger Berman, LLC ("NB LLC")
and Neuberger Berman Management Inc. ("NB Management") with the SEC on
February 9, 1999, reflecting ownership as of December 31, 1998. According
to the Schedule 13G, NB LLC is deemed to be a beneficial owner of the
2
<PAGE>
1,834,850 shares since it has shared dispositive power with respect to such
shares which are held by many unrelated clients. NB LLC has the sole power
to vote with respect to 761,950 of such shares. The clients have the sole
right to receive and the power to direct the receipt of dividends from or
proceeds from the sale of such securities. With regard to 1,072,900 of such
shares, NB LLC and NB Management are both deemed to be beneficial owners
since they both have shared dispositive and voting power. NB LLC and NB
Management serve as sub-adviser and investment manager, respectively, of
Neuberger Berman's various mutual funds which hold such shares in the
ordinary course of their business.
The following table sets forth information regarding the Class A and Class
B Common Stock of the Company beneficially owned as of July 23, 1999 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 Percent
Title of Beneficial of
Name of Beneficial Owner Class Ownership(1) Class
------------------------ ------------ ---------------- -------
<S> <C> <C> <C>
Michael G. Andre...................... Common Stock
Class A 147,136(2) *
Class B 3,800(2) *
James W. Ashley, Jr................... Common Stock
Class A 6,000 *
Class B 0 0%
John R. Cannon........................ Common Stock
Class A 50,589(3) *
Class B 526(3) *
William C. Croft...................... Common Stock
Class A 99,200 *
Class B 2,020 *
Kevin J. Hayes........................ Common Stock
Class A 157,046(4) *
Class B 3,368(4) *
James W. McGinley(5).................. Common Stock
Class A 49,299(6) *
Class B 21(6) *
William J. McGinley(5)................ Common Stock
Class A 268,730(7) 1.0%
Class B 890,902(7) 75.3%
Raymond J. Roberts.................... Common Stock
Class A 107,200 *
Class B 6,200 *
George C. Wright...................... Common Stock
Class A 87,559(8) *
Class B 6,540(8) *
All Directors and Executive Officers
as a Group
(9 individuals)...................... Common Stock
Class A 972,759(9) 2.8%
Class B 913,377(9) 77.2%
</TABLE>
3
<PAGE>
- --------
*Percentage represents less than 1% of the total shares of the respective
class of Common Stock outstanding as of July 23, 1999.
(1) Beneficial ownership arises from sole voting and investment power unless
otherwise indicated by footnote.
(2) Includes 59,117 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 under the terms of
the Trust, no investment power and 7,935 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.
(3) Includes 9,400 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; 18,280 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.
(4) Includes 53,444 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 29,075 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.
(5) Mr. William J. McGinley is the father of Mr. James W. McGinley.
(6) Includes 8,360 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 14,535 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) See Note 2 on page 2 hereof regarding nature of stock ownership set forth
above.
(8) All of these shares are held in a living trust jointly with his wife.
(9) Includes 242,688 shares of Class A and 14,631 shares of Class B Common
Stock allocated to executive officers under the Employee Stock Ownership
Trust; 142,505 shares of Class A Common Stock granted to the executive
officers but not yet vested 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.
4
<PAGE>
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 William C. Croft, Raymond J. Roberts and George C. Wright; Directors
to be elected by holders of Class B Common Stock are Michael G. Andre, James
W. Ashley, Jr., John R. Cannon, Kevin J. Hayes, James W. McGinley and William
J. McGinley. 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.
Information Concerning Nominees:
<TABLE>
<CAPTION>
Director Principal Occupation for Last 5 Years and
Name Age Since Other Directorships
---- --- -------- -------------------------------------------
Directors to be elected by Class A Common Stockholders
<C> <C> <C> <S>
William C. Croft..... 81 1975 Chairman of the Board, Clements National
Company (a manufacturer of electrical
equipment) since 1977. Also a director of
Mercury Finance Co.
Raymond J. Roberts... 70 1972 Chief Financial Officer and Secretary-
Treasurer of Coilcraft, Inc. (a
manufacturer of coils and transformers).
George C. Wright..... 76 1968 President of Piedmont Co. Inc. (distributor
of marine products).
Directors to be elected by Class B Common Stockholders
Michael G. Andre..... 59 1984 Senior Executive Vice President of the
Company since December 1994. Prior thereto,
he was Executive Vice President of
Interconnect Products since 1984.
James W. Ashley, Jr.. 49 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.
John R. Cannon....... 51 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.
Kevin J. Hayes....... 58 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.
James W. McGinley.... 44 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.
James W. McGinley is the son of William J.
McGinley.
William J. McGinley.. 76 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.
</TABLE>
5
<PAGE>
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 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.
6
<PAGE>
EXECUTIVE COMPENSATION
The Summary Compensation Table below includes, for each of the fiscal years
ended April 30, 1999, 1998 and 1997, 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
Annual Compensation Compensation
------------------------ --------------------
Awards Payouts
------------ -------
Restricted
Stock LTIP All Other
Name and Principal Awards(s) Payouts Compensation
Position Year Salary($)(1) Bonus($)(2) ($)(3)(4)(5) ($)(6) ($)(7)
- ------------------ ---- ------------ ----------- ------------ ------- ------------
<S> <C> <C> <C> <C> <C> <C>
William J. McGinley..... 1999 286,915 815,083 540,311 399,286 2,800
Chairman 1998 284,888 808,058 537,017 341,315 2,831
1997 272,048 838,047 598,859 301,568 2,903
James W. McGinley....... 1999 153,500 142,725 108,062 66,655 2,800
President 1998 117,468 66,387 107,403 55,155 2,831
1997 112,244 86,272 119,772 36,188 2,903
Michael G. Andre........ 1999 199,512 221,141 77,353 130,545 3,767
Senior Executive Vice 1998 195,452 160,830 39,662 100,543 3,706
President 1997 190,236 188,131 52,678 68,625 3,695
Kevin J. Hayes.......... 1999 144,164 266,033 216,124 159,715 6,493
Executive Vice
President, 1998 138,237 263,223 214,807 136,537 6,174
Chief Financial Officer 1997 133,428 275,219 239,544 120,627 5,929
and Assistant Secretary
Mr. John R. Cannon...... 1999 135,572 139,799 101,309 137,687 2,800
Senior Executive Vice 1998 128,976 186,370 170,711 95,882 2,831
President (8)
</TABLE>
- --------
(1) Includes the following cash car allowances for the Named Executives in
1999, 1998 and 1997: $7,800 for Messrs. W. McGinley and Andre; $3,900 for
Mr. J. McGinley; $6,600 for Mr. Hayes; and $4,200 for Mr. Cannon in 1999
and 1998.
(2) Includes the following cash bonuses for the Named Executives in 1999, 1998
and 1997, respectively: Mr. W. McGinley, $415,083, $408,058 and $438,047;
Mr. J. McGinley, $142,725 $66,387 and $86,272; Mr. Andre, $121,141,
$60,830 and $88,131; Mr. Hayes, $166,033, $163,223 and $175,219; and Mr.
Cannon in 1999 and 1998, $139,799 and $186,370. Also includes the
following payments to the following Named Executives in 1999, 1998 and
1997 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.
(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, 1999, Mr. W. McGinley held 74,765
restricted shares having a value of $1,136,875; Mr. J. McGinley held
14,955 restricted shares having a value of $227,175; Mr. Andre held 6,075
restricted shares having a value of $92,340; Mr. Hayes held 29,910
restricted shares having a value of $454,350; and Mr. Cannon held 19,660
restricted shares having a value of $298,180. Dividends are paid on
restricted stock awards at the same rate as paid to all stockholders.
7
<PAGE>
(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,
74,765 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
1999, 1998 and 1997, respectively: $2,800, $2,831 and $2,903. Pursuant to
the CAP, in 1999, 1998 and 1997, 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, $967, $875
and $793; and Mr. Hayes, $3,693, $3,343 and $3,026. Payment of such
matching amounts and interest is contingent upon satisfaction of certain
terms of the CAP. Messrs. W. and J. McGinley elected not to participate in
the CAP. See "Board Compensation Committee Report on Executive
Compensation-Long-Term Incentive" below for a description of the CAP and
ESOP.
(8) Mr. Cannon was elected an executive officer of the Company on September 9,
1997.
LONG-TERM INCENTIVE PLANS--AWARDS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
Estimated Future Payouts Under Non-
Performance or Other Stock Price-Based Plans
Period Until ------------------------------------
Name Maturation or Payout Threshold ($) Target ($) Maximum ($)
- ---- -------------------- ------------- ---------- -----------
<S> <C> <C> <C> <C>
W. McGinley.......... 3 years 415,083 415,083 415,083
J. McGinley.......... 3 years 142,725 142,725 142,725
Andre................ 3 years 121,141 121,141 121,141
Hayes................ 3 years 166,033 166,033 166,033
Cannon............... 3 years 139,799 139,799 139,799
</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 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
8
<PAGE>
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, 1999
was $25,300. 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. 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
1999.
9
<PAGE>
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 1999 were $415,083. He is
therefore eligible to receive payments totaling $415,083 in the year 2002.
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 and interest. 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.
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.
10
<PAGE>
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 this law in order
to maximize the Company's income tax deductions.
Compensation Committee
William J. McGinley
Raymond J. Roberts
William C. Croft
11
<PAGE>
PERFORMANCE GRAPH
The following graph sets forth a five year comparison of the cumulative
total stockholder returns 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 (US Companies), (iv) the peer group used by the Company
for the performance graph for the prior proxy statement (the "Old Peer Group")
and a new peer group selected in good faith by the Company (the "New Peer
Group"). The Company chose to replace the Old Peer Group with the New Peer
Group due to the acquisition of two of the companies included in the Old Peer
Group and the sale of the relevant line of business by one company included in
the Old Peer Group.
The Old Peer Group and the New Peer Group include companies which
manufacture or have business units which manufacture optical devices and
connectors, electrical and electronic connectors, interconnect devices, or
controls and components for the computer, communications systems, automotive
and other markets. The Old Peer Group includes the following companies: AMP
Incorporated (until the time it was acquired by Tyco International Ltd.),
Amphenol Corporation, Berg Electronics Corp. (until the time it was acquired
by Framatome Connectors International), Breed Technologies, Inc., CTS
Corporation, The Cherry Corporation (Class A Common Stock), Eaton Corporation,
Molex Incorporated (Class A Common Stock), Robinson Nugent, Inc., Thomas &
Betts Corporation and United Technologies Corporation. The New Peer Group
includes the following companies: Amphenol Corporation, Breed Technologies,
Inc., CTS Corporation, The Cherry Corporation (Class A Common Stock), Eaton
Corporation, Molex Incorporated (Class A Common Stock), Robinson Nugent, Inc.
and Thomas & Betts Corporation. All returns were calculated assuming dividend
reinvestment on a quarterly basis.
<TABLE>
<CAPTION>
1994 1995 1996 1997 1998 1999
- ---------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Methode Class A 100.000 110.307 162.424 138.547 158.646 149.748
- ---------------------------------------------------------------------------------
Methode Class B 100.000 106.489 151.094 127.726 149.867 140.932
- ---------------------------------------------------------------------------------
NASDAQ Market Index 100.000 116.251 165.725 175.421 262.298 356.452
- ---------------------------------------------------------------------------------
Old Peer Group 100.000 118.935 146.448 170.219 219.686 293.762
- ---------------------------------------------------------------------------------
New Peer Group 100.000 105.991 115.334 136.500 183.024 165.205
</TABLE>
12
<PAGE>
ITEM 2
PROPOSED AMENDMENT TO THE COMPANY'S RESTATED
CERTIFICATE OF INCORPORATION
The Company's Board of Directors has proposed and recommended the adoption
of an amendment to the Company's Restated Certificate of Incorporation which
would increase the number of authorized shares of Class A Common Stock from
50,000,000 to 100,000,000. This amendment will not increase or otherwise
affect the 50,000 shares of preferred stock which may be issued by the Company
or any shares of Class B Common Stock. The Board directed that this proposed
amendment be submitted to a vote of the holders of all of the Company's Class
A and Class B Common Stock, as well as to a separate vote by the holders of
the Class A Common Stock.
Of the 50,000,000 shares of Class A Common Stock currently authorized, as
of July 23, 1999, 34,302,739 shares were issued and outstanding. As of the
same date, 459,200 shares were held in the Company's treasury, and there were
15,238,061 shares authorized but unissued, of which 3,642,429 shares were
reserved for the conversion of 1,182,825 shares Class B Common Stock and
2,459,604 shares for issuance under the Company's various stock plans.
The Board of Directors believes that the Company may not have sufficient
uncommitted shares for use in future transactions involving the issuance of
shares of the Company's Class A Common Stock. The additional shares of Class A
Common Stock, if so authorized, could be used at the discretion of the Board
of Directors without any further action by the stockholders, except as
required by applicable law or regulation, in connection with public offerings,
acquisitions, stock dividends or splits, financings, the satisfaction of
obligations under existing or future employee benefit plans, and other
corporate purposes.
The Company periodically engages in ongoing evaluations of and discussions
with third parties regarding possible acquisitions which may involve the
issuance of additional shares of Class A Common Stock, and from time to time
considers other plans or commitments that would involve the issuance of
additional shares of Class A Common Stock. Shares of Class A Common Stock will
be issued only upon a determination by the Board of Directors that a proposed
issuance is in the best interests of the Company. The issuance of additional
shares of Class A Common Stock may cause a dilution in the equity and earnings
of the present stockholders.
The issuance of additional shares of Class A Common Stock of the Company
might dilute the percentage of stock ownership of persons seeking to acquire a
given fraction of the Company's outstanding stock, and in this respect, may be
considered to have an anti-takeover effect. Such uses of the Class A Common
Stock could limit or preclude the participation of the Company's stockholders
in certain types of transactions in which stockholders might receive, for at
least some of their shares, a substantial premium above the market price at
the time a tender offer or other acquisition transaction is made, and could
enhance the ability of present Company management to retain their positions,
whether or not removal of such management is considered to be beneficial to
the stockholders. The Board of Directors of the Company has no current
intention to use the Class A Common Stock for any such purpose and is unaware
of any specific effort to obtain control of the Company.
If the amendment is adopted by the stockholders, the first paragraph of
Article FOURTH of the Company's Restated Certificate of Incorporation will be
amended to read as follows:
"FOURTH. The total number of shares of all classes of stock which the
corporation shall have authority to issue is 105,050,000 shares of which
50,000 shares of the par value of $100.00 per share are to be Preferred
Stock (hereinafter called "Preferred Stock"), 100,000,000 shares of the par
value of $0.50 per share are to be Class A Common Stock (hereinafter
sometimes called "Class A Stock") and 5,000,000 shares of the par value of
$0.50 per share are to be Class B Common Stock (hereinafter sometimes
called "Class B Stock"). (The Class A Stock and the Class B Stock are
sometimes hereinafter collectively called "Common Stock")."
13
<PAGE>
Proxies will be voted for or against approval of the amendment to the
Company's Restated Certificate of Incorporation in accordance with the
specifications marked thereon, and will be voted in favor of approval if no
specification is made. Assuming a quorum is present, approval of the amendment
increasing the number of authorized shares of Class A Common Stock requires
the affirmative vote a majority of the outstanding shares of Class A Common
Stock and Class B Common Stock voting together as a single class with each
share of Class A Common Stock having one-tenth of a vote per share and each
share of Class B Common Stock having one vote per share, and the affirmative
vote of a majority of the outstanding shares of Class A Common Stock voting as
a separate class. If adopted, the amendment will become effective upon filing
a Certificate of Amendment to the Company's Restated Certificate of
Incorporation with the Secretary of State of the State of Delaware, which
filing will be made shortly after the Annual Meeting.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE FOR APPROVAL OF
THE PROPOSED AMENDMENT.
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, 2000. 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 14, 1999 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, 1999. All of these filing requirements
were satisfied. 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 2000 must be received by the Company by April 12, 2000 in order
to be considered for inclusion in the Company's Proxy Statement relating to
the 2000 Annual Meeting. If a stockholder intends to present a proposal at the
2000 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, 2000 in order to be considered "timely." If notice
of such proposal is not received by the Company prior to June 26, 2000, 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.
14
<PAGE>
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 17, 1999
15
<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 and Item 2.
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 the reverse
side.
Please mark your votes as indicated in this example [X]
- --------------------------------------------------------------------------------
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
- --------------------------------------------------------------------------------
1. The election of William C. Croft, Raymond J. Roberts and George C. Wright 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
_______________________________________
[_] [_]
- --------------------------------------------------------------------------------
2. The amendment to the Company's Restated Certificate of Incorporation to
increase the number of authorized shares of Class A Common Stock to One
Hundred Million.
FOR AGAINST ABSTAIN
[_] [_] [_]
- --------------------------------------------------------------------------------
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____________________________________________, 1999
_____________________________________________________
_____________________________________________________
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 14, 1999
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 14, 1999 at 3:30 p.m. Chicago time at The Fountain
Blue Conference Center, 2300 South Mannheim Road, Des Plaines, Illinois 60018,
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 and Item 2.
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 the reverse
side.
Please mark your votes as indicated in this example [X]
- --------------------------------------------------------------------------------
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
- --------------------------------------------------------------------------------
1. The election of Michael G. Andre, James W. Ashley, Jr., John R. Cannon,
Kevin J. Hayes, James W. McGinley and William J. McGinley 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
_______________________________________
[_] [_]
- --------------------------------------------------------------------------------
2. The amendment to the Company's Restated Certificate of Incorporation to
increase the number of authorized shares of Class A Common Stock to One
Hundred Million.
FOR AGAINST ABSTAIN
[_] [_] [_]
- --------------------------------------------------------------------------------
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____________________________________________, 1999
_____________________________________________________
_____________________________________________________
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 B COMMON STOCK
Annual Meeting of Stockholders, September 14, 1999
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 14, 1999 at 3:30 p.m. Chicago time at The Fountain
Blue Conference Center, 2300 South Mannheim Road, Des Plaines, Illinois 60018,
and at any adjournments thereof:
(PLEASE SIGN ON THE OTHER SIDE)
