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SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF
1934
(AMENDMENT NO. )
Filed by the Registrant [_]
Filed by a 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 (S) 240.14a-11(c) or (S) 240.14a-12
MILLIPORE CORPORATION
- - -------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
MILLIPORE CORPORATION
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(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
-------------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
-------------------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):
-------------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
-------------------------------------------------------------------------
5) Total fee paid:
-------------------------------------------------------------------------
[_] Fee paid previously with preliminary materials.
[_] Checkbox if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid: __________________________________________________
2) Form, Schedule or Registration Statement No.: ____________________________
3) Filing Party: ____________________________________________________________
4) Date Filed: ______________________________________________________________
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[MILLIPORE LOGO APPEARS HERE]
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD APRIL 17, 1997
To the Stockholders of
Millipore Corporation
The Annual Meeting of Stockholders of Millipore Corporation ("Millipore")
for 1997 will be held at Millipore's Offices, 80 Ashby Road, Bedford,
Massachusetts 01730 on Thursday, April 17, 1997 at 11:00 a.m. local time, for
the following purposes:
1. To elect for a three-year term (expiring in 2000) the three Class I
Directors; and
2. To transact such other business as may properly come before the meeting
and any adjournments thereof.
Stockholders of record on the books of Millipore at the close of business on
February 21, 1997 will be entitled to receive notice of and to vote at the
meeting and any adjournments thereof.
By Order of the Board of Directors
John E. Beard, Clerk
Bedford, Massachusetts
March 21, 1997
WHETHER OR NOT YOU EXPECT TO ATTEND THE ANNUAL MEETING IN PERSON, PLEASE
COMPLETE, SIGN AND RETURN THE ENCLOSED PROXY PROMPTLY TO ASSURE YOUR
REPRESENTATION AT THE MEETING.
<PAGE>
MILLIPORE CORPORATION
80 ASHBY ROAD
BEDFORD, MASSACHUSETTS 01730
617 275-9200
----------------
PROXY STATEMENT
----------------
This Proxy Statement is being furnished to stockholders of Millipore
Corporation (hereinafter "Millipore" or the "Company") in connection with the
solicitation of proxies for use at the Annual Meeting of Stockholders of
Millipore, and at any adjournments thereof. The meeting will be held at the
offices of Millipore, 80 Ashby Road, Bedford, Massachusetts on Thursday, April
17, 1997 at 11:00 a.m. This solicitation of proxies is being made on behalf of
Millipore by its Board of Directors. This Proxy Statement and the accompanying
form of proxy are being mailed to stockholders on or about March 21, 1997.
The Board of Directors of Millipore has fixed the close of business on
February 21, 1997 as the record date for the determination of stockholders
entitled to notice of and to vote at the meeting. As of February 21, 1997,
there were approximately 43,400,000 shares of Millipore Common Stock issued,
outstanding and entitled to vote. Each stockholder is entitled to one vote per
share of Common Stock held by such stockholder on each matter submitted to a
vote.
All properly executed proxies will be voted at the meeting in accordance
with the instructions contained thereon. Unless a contrary specification is
made thereon, it is the intention of the persons named on the accompanying
proxy to vote FOR the election of the nominees for Directors, and otherwise in
the discretion of the proxies. A stockholder executing and returning a proxy
has the power to revoke it at any time before it is voted at the meeting by
filing with the Clerk of Millipore an instrument revoking it, by submitting a
duly executed proxy bearing a later date, or by attending the meeting and
voting in person. Attendance at a meeting will not, in and of itself,
constitute revocation of a proxy.
Millipore will bear the costs of solicitation of proxies. In addition to the
use of the mails, proxies may be solicited by personal interview, telephone
and telegram by the Directors, officers and employees of Millipore, without
additional compensation to them. Arrangements have been made with Corporate
Investor Communications, Inc., to solicit proxies from brokerage houses,
custodians, nominees and other fiduciaries and to provide for the forwarding
of solicitation materials to the beneficial owners of stock held of record by
such persons. It is estimated that the cost of such solicitation arrangements
will be approximately $5,000 plus reimbursement of such custodians, nominees
and fiduciaries for reasonable out-of-pocket expenses incurred in connection
with the forwarding of solicitation materials.
CONFIDENTIAL VOTING POLICY
Millipore has had in effect since 1992 a Confidential Stockholder Voting
Policy which is intended to encourage stockholders to cast votes on issues
presented to them as stockholders without concern for the impact that their
vote might have on their other relationships with Millipore, whether as
employee, supplier, customer, or in any other capacity. The policy provides,
among other matters, that Millipore will arrange for the tabulation of all
stockholder votes by representatives of its transfer agent or by persons who
are otherwise unaffiliated with Millipore and not in the employ of the
Company. The persons who tabulate votes and who have custody of proxies,
ballots and other voting materials have been instructed as to this policy of
confidentiality and to handle all such materials (or to destroy them) in a way
that does not reveal the identity
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and vote of any stockholder specifically, and have been asked to certify
compliance with this policy at the completion of each meeting of stockholders.
Millipore's Confidential Voting Policy does not interfere with the
entitlement of its officers, employees and agents to seek the identity of
those stockholders who have not voted for the purpose of encouraging them to
do so.
In the event of a proxy contest, or the like, Millipore need not abide by
its policy of confidentiality unless the opposition similarly agrees to do so.
Failure in any instance to conform to this policy shall not invalidate any
ballot or proxy or otherwise affect any action taken by stockholders of
Millipore.
Millipore has retained The First National Bank of Boston, its Transfer
Agent, to tabulate the vote in connection with the matters to be acted upon at
the Annual Meeting and has instructed the Bank as to the Company's
Confidential Stockholder Voting Policy.
The holders of a majority in interest of all stock issued, outstanding and
entitled to vote are required to be present in person or be represented by
proxy at the Meeting in order to constitute a quorum for the transaction of
business. When any matter to be acted upon at the Annual Meeting requires, in
accordance with the laws of the Commonwealth of Massachusetts, a favorable
vote by stockholders who hold at least a majority of the Common Stock
outstanding, both abstentions and broker "non votes" will be considered a vote
"Against" the matter; when the matter to be acted upon requires only a
favorable vote by stockholders who hold either a plurality or a majority of
the shares present and eligible to vote at the meeting, abstentions will again
be considered a vote "Against" the matter; but broker "non votes" will have no
affect on the outcome, i.e., they will not be considered.
MANAGEMENT AND ELECTION OF DIRECTORS
Millipore's By-laws provide for the division of the number of its Directors
into three classes. The term of one class of Directors expires each year in
rotation so that one class is elected at each Annual Meeting for a full three-
year term (except with respect to Directors being elected to fill vacancies).
Stockholders this year will be voting on the election of the three
individuals identified as Class I Directors, whose terms will expire at the
Annual Meeting of Stockholders in 2000. Each nominee in Class I is now a
director of Millipore and was elected as such at the 1994 Annual Meeting of
Millipore Stockholders, except for Mr. Zadel who was elected to the Board of
Directors at the 1996 Annual Meeting of Stockholders. All nominees have been
designated as such by the Board of Directors based on the recommendations of
the Board Organization, Nominating and Public Policy Committee. No member of
either Committee is an employee of Millipore. The other six Directors will
continue in office for the remainder of their terms as indicated below.
Unless otherwise specified, the accompanying form of proxy will be voted for
the election of the nominees listed below. A stockholder may withhold his or
her vote from any nominee by notation of that fact on the enclosed proxy. All
nominees have consented to being named herein and have agreed to serve if
elected. If any such nominee should become unable to serve, a circumstance
which is not anticipated, the proxies may be voted to fix the number of
Directors at such lesser number as are available to serve, or for a substitute
nominee designated by the Board of Directors.
A FAVORABLE VOTE BY STOCKHOLDERS WHO HOLD AT LEAST A PLURALITY OF THE COMMON
STOCK OF MILLIPORE PRESENT OR REPRESENTED BY PROXY AT THE ANNUAL MEETING AND
VOTING THEREON IS REQUIRED FOR THE ELECTION OF THE CLASS I DIRECTORS.
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NOMINEES FOR ELECTION AS DIRECTORS FOR TERMS EXPIRING IN 2000 (CLASS I)
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Mark Hoffman, 58, Independent Investor and Consultant
Mr. Hoffman received an undergraduate degree from Harvard
College, a Masters degree in economics from Cambridge
University and an M.B.A. from the Harvard Graduate School of
Business Administration. In 1963, as an M.I.T. Fellow in
Africa, Mr. Hoffman joined the East African Common Services
Organization. In 1966, Mr. Hoffman joined International Finance
Corporation (investment banking affiliate of the World Bank).
From 1969 to 1974, Mr. Hoffman served as a Director of Hambros
Bank, Ltd., London, England. From 1975 to 1981, Mr. Hoffman was Senior Vice
President and Chief Financial Officer of George Weston, Ltd., and was
appointed President of its Resource Group in 1981. From 1982 until 1984, when
he undertook his current activities as an independent investor and consultant,
Mr. Hoffman served as Managing Director of Guinness Peat Group p.l.c., engaged
through subsidiaries worldwide in merchant banking, insurance brokerage,
leasing, property, energy and other management and financial service
activities. Mr. Hoffman is currently Chairman of Hamilton Lunn Holdings
Limited, an independent advisory and investment firm, and of Cambridge
Research Group Limited, a development capital and technology transfer company
in Cambridge, England. Mr. Hoffman also serves as a Director of George Weston
Limited, Toronto; Advent International Corporation, Boston; and Guinness
Flight Global Asset Management Limited, London.
Member: Management Development First elected a Director: 1976
and Compensation Committee
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John F. Reno, 57, Chairman, President and Chief Executive
Officer, Dynatech
Corporation
Mr. Reno received an undergraduate degree from Dartmouth
College and an M.B.A. from Northwestern University. In 1964,
Mr. Reno joined G. H. Walker & Co., an investment banking firm
in New York City, and served in various capacities prior to
becoming a partner in that firm. In 1974, Mr. Reno joined
Dynatech Corporation, manufacturer of a diversified line of
proprietary electronic microprocessor-based equipment,
instruments and systems, as General Manager and President of the Cryomedical
Division. He subsequently held a number of senior management positions,
including Vice President for Corporate Development (1979); Senior Vice
President for Corporate Development (1982); Executive Vice President (1987)
and President and Chief Operating Officer (1991). Mr. Reno assumed his current
position as President and Chief Executive Officer in 1993, Chairman in 1996,
and is a member of the Board of Directors. He is a trustee and Chairman of the
Finance Committee of the Boston Museum of Science. Mr. Reno is the founder of
"A Better Chance" program for disadvantaged youths in Winchester,
Massachusetts, and a Director of the Massachusetts Business Roundtable and the
Massachusetts Telecommunications Council.
Chairman: Management Development First elected a Director: 1993
and Compensation Committee
3
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C. William Zadel, 53, Chairman, President and Chief Executive
Officer, Millipore
Corporation
Mr. Zadel graduated from the United States Military Academy
at West Point, N.Y., where he received a Bachelor of Science
degree and his commission in the U.S. Marine Corps in 1965. He
also received an M.B.A. from the University of Chicago. After
completing his military service in 1969, Mr. Zadel joined
Quaker Oats Co., a consumer products manufacturer, where he
served in several management positions in that Company's
personnel, manufacturing and marketing operations. From 1974, when he joined
Johnson & Johnson, Co., until 1977, Mr. Zadel served in various management
capacities with this manufacturer of medical and healthcare products and
supplies. In 1977 Mr. Zadel became Manager of Corporate Strategic Planning for
Abbott Laboratories, a pharmaceutical and diagnostic device manufacturer,
assuming the position of General Manager of Abbott Medical Electronics
Corporation in 1979. In 1983, he joined Corning Glass Works (now Corning
Inc.), a manufacturer of laboratory science and speciality materials, as Vice
President of Business Development, becoming Senior Vice President of Corning's
Americas Operations in 1985. In 1986, Mr. Zadel became President and Chief
Executive Officer of the Ciba Corning Diagnostics Corp. (the joint venture
between Ciba-Geigy, a Swiss pharmaceutical company and Corning Inc., which
became a wholly-owned subsidiary of Ciba-Geigy in 1989 and was acquired by
Chiron Inc. in 1995). On February 20, 1996, Mr. Zadel was elected, effective
April 1, 1996, Chairman, President and Chief Executive Officer of Millipore
Corporation. Mr. Zadel currently serves on the Board of Directors of Kulicke
and Soffa Industries, Inc.; Matritech, Inc. and Zoll Medical Corporation. He
also served as Chairman of the Health Industry Manufacturers Association
(1994-1995).
First elected a Director: 1996
DIRECTORS CONTINUING IN OFFICE
TERM EXPIRING AT THE 1998 ANNUAL MEETING OF STOCKHOLDERS (CLASS II)
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Samuel C. Butler, 67, Presiding Partner, Cravath, Swaine &
Moore
Mr. Butler received an A.B. degree from Harvard College, and
an LL.B. degree from Harvard Law School where he served on the
Harvard Law Review and was a recipient of the Sears Award. Mr.
Butler served, in 1954, as law clerk to Mr. Justice Minton of
the United States Supreme Court. In 1956, after serving in the
U.S. Army, Mr. Butler joined the New York law firm of Cravath,
Swaine & Moore, being elected a partner in 1960 and assuming
his current position as Presiding Partner in 1980. He served as
a trustee of Vassar College (1969-1977) and was a member of the Board of
Overseers of Harvard College from 1982-1988 (President of the Board, 1986-
1988). Mr. Butler is a trustee and Vice President of The Culver Educational
Foundation and a member of the Board of Trustees of the New York Public
Library. He is also a Director of Ashland Inc. and U.S. Trust Corporation.
Chairman: Audit and Finance Committee First elected a Director: 1991
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Robert E. Caldwell, 60, Vice President and General Manager,
Digital
Semiconductor Division of Digital Equipment Corporation
Mr. Caldwell received his B.S. and M.S. degrees in physics
from Arizona State University. After serving in various
engineering and product management positions: Dickinson
Electronics (1966-1968) and Motorola, Inc. (1968-1975), Mr.
Caldwell joined Fairchild Camera & Instrument Corporation, a
semiconductor manufacturer, in 1975. He served in various
management positions: Engineering Manager (1975-1979);
Business Unit Manager (1979-1981) and General Manager of the Gate Array
Division of Fairchild (1981-1983), and was granted two U.S. Patents for
silicon wafer processing. In 1983, Mr. Caldwell joined Mostek Corporation, a
supplier of semiconductor memory as Senior Vice President of the Diversified
Products Division of Mostek, and served in that capacity until 1986. From
1986-1990, Mr. Caldwell served as Senior Vice President and General Manager of
the Semiconductor Group of Siemens Components, Inc., manufacturer of
electronic and electromechanical components. Since 1990, Mr. Caldwell has been
Vice President and General Manager of Digital Semiconductor Division of
Digital Equipment Corporation, supplier of networked computer systems,
software and services.
Member: Management Development and First elected a Director: 1996
Compensation Committee
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Steven Muller, 69, President Emeritus, The Johns Hopkins
University
Dr. Muller received his undergraduate degree from the
University of California at Los Angeles and a B.Litt. degree
from Oxford University, England, where he studied as a Rhodes
Scholar. He received a Ph.D. in political science from Cornell
University. From 1954-1955, he served in the United States
Army Signal Corps. From 1961 to 1971, Dr. Muller was Associate
Professor of Government at Cornell University, during which
period he also served as the Director of Cornell's Center for
International Studies (1961-1968) and as Vice President for Public Affairs
(1966-1971). In 1971, Dr. Muller joined The Johns Hopkins University as
Provost and in 1972, he was elected as President of that University. From 1972
until 1983, Dr. Muller also served as President of The Johns Hopkins Hospital.
Dr. Muller left the Presidency and was named President Emeritus of The Johns
Hopkins University in 1990. From 1990-1995, Dr. Muller served as Chairman of
The 21st Century Foundation, a philanthropic organization dedicated to
strengthening ties among democracies. Dr. Muller has served successively as
Director, Vice Chairman, and Chairman of the Board of Governors of the Federal
Reserve Bank of Richmond (1975-1983). In addition, Dr. Muller serves as
Director of the Van Kampen/American Capital Closed End and Common Sense Funds;
Beneficial Corporation; the Law Companies Group, Inc.; Alex. Brown Inc.; and
Organization Resources Counselors, Inc.; and as Co-Chairman of the American
Institute for Contemporary German Studies; Board Member of the Atlantic
Council and the German Marshall Fund of the United States; and Chairman of the
Board of Trustees of St. Mary's College of Maryland.
Chairman: Board Organization Nominating First elected a Director: 1982
and Public Policy Committee
5
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NOMINEES FOR ELECTION AS DIRECTOR FOR TERM EXPIRING IN 1999 (CLASS III)
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Charles D. Baker, 68, Professor of Business Administration,
Northeastern University
Mr. Baker received an A.B. degree from Harvard College and an
M.B.A. degree from the Harvard Graduate School of Business
Administration. Mr. Baker served several years in the United
States Navy. In 1955, he joined Westinghouse Electric Corp.,
where he served in various capacities. In 1961, he became Vice
President and Treasurer of United Research, Inc. of Cambridge,
Massachusetts. From 1965 through 1969, Mr. Baker was the Vice
President and Director of the Transportation Services Group of
Harbridge House, Inc., a research and consulting firm. From 1969 to 1970, Mr.
Baker served as Deputy Under Secretary of Transportation for the United States
Department of Transportation and from 1970 through 1971, he was Assistant
Secretary of Transportation for Policy and International Affairs. In 1971, Mr.
Baker returned to Harbridge House, Inc. as its President and he served as its
Chairman of the Board from 1974 until 1983. In 1984, Mr. Baker resigned his
position as a Millipore Director to serve as Under Secretary of the United
States Department of Health and Human Services, a position he held from 1984
to 1985. In the Fall of 1985, Mr. Baker left his Government post and accepted
the appointment at Northeastern University and, at the same time, he once
again became a Millipore Director. Mr. Baker serves on the board of American
Medical Response, Inc., the (Mass.) Group Insurance Commission, the Harvard
Medical Center, as well as several public interest organizations.
Member: Audit and Finance Committee; First elected a Director: 1979
Board Organization Nominating
and Public Policy Committee
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Maureen A. Hendricks, 45, Managing Director, J.P. Morgan & Co.
Mrs. Hendricks received her A.B. Degree from Smith College in
1973, and subsequently attended the Harvard Business School
Program for Management Development (1980). In 1973, Mrs.
Hendricks joined the New York investment banking firm of J.P.
Morgan & Co., where she has served in various management
positions within the firm including International Financial
Management (1980-1983); U.S. Bank Department (1984-1988) and
Structured Finance (1988-1991). From 1991-1993, Mrs. Hendricks
served as the senior manager of the firm's European Equities and Equity
Derivatives business in London England, and was a Director of J.P. Morgan
Securities Ltd. Mrs. Hendricks returned to New York to serve as the head of
the firm's Global Debt Capital Markets and had responsibility for the firm's
corporate fixed income activities in North America. In March, 1996, Mrs.
Hendricks was named Managing Director in charge of New Business Development of
J.P. Morgan. She currently focuses on the firm's business in New Jersey,
Pennsylvania and Florida. She is currently a Director of J.P. Morgan
Securities, Inc. Mrs. Hendricks also serves on the Board of Directors of the
Young Women's Christian Association (YWCA) of New York and the New Jersey
Shakespeare Festival.
Member: Audit and Finance Committee First elected a Director: 1995
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Thomas O. Pyle, 57, Independent Business Advisor and Corporate
Director of
Healthcare Organizations
Mr. Pyle attended Massachusetts Institute of Technology and
also studied at the University of Oxford. From 1957-1965, Mr.
Pyle served in various capacities in the television production
and advertising industries. After receiving his M.B.A. from the
Harvard Graduate School of Business Administration in 1967, Mr.
Pyle joined the retailing industry and served in various
capacities until 1969. From 1969-1972, Mr. Pyle was with the
Boston Consulting Group, Inc., becoming a Vice President in 1971. In 1972, he
joined Harvard Community Health Plan, Inc., and was Chief Executive Officer
and Director from 1978 to 1991. In 1992, he became Senior Advisor to the
Boston Consulting Group, Inc. From October 1993 to September, 1994 Mr. Pyle
served as Chief Executive Officer, MetLife HealthCare Management Corp., Inc.,
subsequent to which he rejoined the Boston Consulting Group, Inc. in his prior
capacity as Senior Advisor. Mr. Pyle has served as a Director of Controlled
Risk Insurance Company, Ltd. since 1976 (Chairman 1976-1989). He serves as a
director of several healthcare organizations including The Codman Research
Group; CareWise; Lincare Holdings, Inc; Unilab Corporation; Amisys Health
Systems, Inc.; and Access Radiology Corporation.
Member: Board Organization Nominating First elected a Director: 1987
and Public Policy Committee
7
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COMMITTEES, MEETINGS AND FEES OF DIRECTORS
The Millipore Board of Directors has three standing committees.
The Audit and Finance Committee is responsible for recommending the
selection of the independent accountants; reviewing the scope of and fees for
services rendered as well as the results of the independent audit; reviewing
matters relating to internal audit functions; establishing policy as to those
services which may be performed by Millipore's principal independent
accountants; reviewing Millipore's policies and procedures concerning business
ethics and internal controls; and reviewing Millipore's annual reports. This
Committee also reviews Millipore's short term and long term financial plans,
and other matters concerning corporate finance as well as the financial
position of the Trust for Millipore Corporation Invested Employee Plans in
order to assure that sufficient provision has been made to meet the financial
obligations of such plans. The Audit and Finance Committee met three times
during 1996.
The Board Organization, Nominating and Public Policy Committee recommends
nominees for election as directors to the full Board of Directors. It also
evaluates and makes recommendations with respect to the structure of the Board
itself, the responsibilities and membership of the various Committees of the
Board, and the role of the Board in relation to management. In addition, it
serves a public policy function, which includes consideration of questions of
social responsibility. In its nominating capacity, this Committee considers
recommendations for nominee candidates from other directors, management and
stockholders. Stockholders wishing to submit candidates for consideration as
nominees may do so by directing an appropriate letter and resume to Jeffrey
Rudin, Vice President and General Counsel of Millipore. The Board
Organization, Nominating and Public Policy Committee held three meetings
during 1996.
The Management Development and Compensation Committee is composed of
independent directors who are not officers or employees (or former officers or
employees) of the Company and do not have "interlocking" or other
relationships with Millipore that would detract from their independence as
Committee members. It reviews the qualifications of Millipore's officers and
nominates them for election by the full Board. It also fixes, subject to
approval by the full Board, the annual compensation of the Chief Executive
Officer and approves the compensation of all other elected officers. This
Committee also considers compensation plans for management and administers
Millipore's Management Incentive Plan and equity incentive plans. (See
"Management Development Compensation Committee Report on Executive
Compensation at Millipore.") It has responsibility for the periodic
examination of Millipore's overall compensation structure. In its development
capacity, it reviews organizational concepts, the development and promotion
potential of Millipore's senior level of management as well as its long range
personnel needs and its training and education activities. This committee met
four times during 1996.
During 1996, the Millipore Board of Directors held eight meetings. Members
of the Board of Directors received an annual retainer of $17,500 ($19,000
effective April 17, 1997), plus $1,000 for each Directors meeting attended.
Directors received an additional $1,000 for each committee meeting attended,
and Directors serving as Chair of the committees received an additional $2,500
annual fee. Mr. Zadel receives no compensation, other than that listed in the
Summary Compensation Table below, for service as a Director. Directors may
elect to defer all or any portion of their fees into Millipore Common Stock
deferred compensation stock units (see Footnote (1) to table on p. 19). All
Directors attended at least 75% of the Board and relevant committee meetings
held during 1996.
During 1996, Dr. Muller received additional compensation from Millipore of
$13,000, for consulting services rendered in the areas of diversity and public
policy.
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In addition to the compensation set forth above, "Eligible Directors" (those
who are not employees of Millipore) receive stock options to purchase shares
of Millipore Common Stock under the terms of the 1989 Stock Option Plan for
Non-Employee Directors (the "1989 Plan"). Mr. Zadel is not an Eligible
Director. Under the terms of the 1989 Plan, each Eligible Director receives an
option to purchase 4,000 shares of Millipore Common Stock on the date of his
or her first election, and thereafter automatically receives an additional
option to purchase 2,000 shares of Millipore Common Stock at the first Board
of Directors meeting following an Annual Meeting of Stockholders. The exercise
price of each option is 100% of the fair market value on the date of grant.
Each option becomes exercisable in annual cumulative increments of 25%
commencing on the first anniversary of the date of grant. In the event of a
recapitalization, stock dividend, split-up or combination of shares, merger or
consolidation, an appropriate adjustment in the option price and number of
shares granted shall be made. Upon termination of service with Millipore,
options held by the Eligible Director which are not then exercisable shall
terminate, except that exercise of options after termination of service as a
director is provided for in cases where such service terminates on retirement
or with the consent of Millipore or as a result of incapacity or death.
MANAGEMENT DEVELOPMENT AND COMPENSATION COMMITTEE REPORT ON EXECUTIVE
COMPENSATION AT MILLIPORE
The Management Development and Compensation Committee of the Board of
Directors ("the Committee") has furnished the following report on its policy
and procedures with respect to determining compensation for Millipore's
executive officers for 1996. This determination was made in December of 1995.
The tables and textual information set forth following the report (pp. 13-16)
disclose such compensation.
In establishing the amount of compensation in all forms for the Chief
Executive Officer ("CEO") as well as the other executive officers of the
Company, the Committee operates pursuant to a set of written "Guiding
Principles" most recently revised in December of 1994. Operating pursuant to
these Guidelines, the Committee annually establishes total targeted cash
compensation (salary plus incentive payment expected to be earned if "target
performance" (described below) is met) for the CEO and for the other executive
officers as well. The total targeted cash compensation for the CEO is intended
to be competitive with those of a group of companies to which Millipore
compares itself in terms of pay levels of the CEO and which represent those
kinds of companies to which it would look for executive talent (the
"Comparables"). Total Cash Compensation is targeted between the midpoint and
the midpoint plus 10% of the total cash compensation paid to chief executive
officers of the Comparables, adjusted for differences in their revenues from
those of Millipore. Total targeted cash compensation for the other executive
officers is simultaneously set within the same range by reference to data on
officers with similar job responsibilities in other like-sized corporations
(not necessarily the Comparables) provided to Millipore by an outside
consulting firm, as well as an evaluation of the particular officer's
performance during the year. While the CEO Comparables are substantially the
same as those used in prior years, they are not all of the same companies that
would be included in a peer group established to compare stockholder returns
and are not, with one exception, the same companies included in the S&P
Manufacturing-Diversified Industrial Index reflected in the performance graph
on p. 12.
Under the Management Incentive Plan which provides the variable portion of
target cash compensation, levels of corporate performance are defined in
relation to the corporate goals as "threshold" performance (minimum
performance for which any incentive payment will be made); "target"
performance (typically, the projected corporate performance); and "stretch" (a
level of corporate performance considered to be outstanding). If corporate
performance is below the target performance, but above the threshold, some
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incentive payment will be payable but not full target incentive payment; if
corporate performance exceeds target, extra incentive payment will be payable.
Target incentive opportunities range from 10% to 50% of base salary for
participants (approximately 70 people in 1996) depending upon the
participant's position and level of responsibility within the Company.
The Committee approves the mix of corporate financial performance goals
(including division and geographic financial performance goals for senior
managers having divisional or geographic responsibilities) and individual
performance goals that result in the actual incentive payment. Corporate
financial performance comprises at least two thirds of the incentive payment
entitlement of the CEO and those other executive officers with no divisional
or geographical responsibility. Besides approving corporate and divisional
goals, the Committee establishes personal goals for the CEO, and reviews the
establishment by the CEO of the personal goals for the other executive
officers.
At the time of the submission of the annual corporate budget and based in
part on the objectives reflected therein, the Committee reviews and approves
for the subsequent year, the corporate performance goals and their respective
"weights." At its December 1995 meeting, the Committee approved performance
goals relating to growth in Sales, Contribution and Cash Flow for 1996. Growth
in Sales was given the most "weight" and Cash Flow the least. The Committee
also established 1996 personal goals for the CEO which focused on enhancement
of the long-range corporate business planning process, reductions in spending
with respect to certain international operations and increase in shareholder
value. Further, the Committee reviewed the establishment by the CEO of the
personal goals for the other executive officers of the Company, which included
long-range product and market development; human resource development and
customer satisfaction programs; operating efficiencies and process
improvement.
Upon review of the base salaries paid to the chief executive officers of the
Comparables, Mr. Gilmartin's base annual compensation for 1996 was fixed in
December 1995 at $500,000. The difference from the base salary he received in
1995 ($525,600) was due to the fact that a greater proportion of his total
cash compensation (50% in 1996 versus 25% in 1995) would depend on the Company
meeting its targeted performance goals for that year. For the same reason,
reductions in the base salaries of three of the other executive officers for
1996 resulted as well. Other base salaries were held level in order to give
effect to the future cash bonus opportunities upon achievement of the targets
specified in the Incentive Plan.
Equity compensation consists entirely of non-qualified stock options, a form
of equity incentive whereby all value in the stock option is associated with
an increase in share value. Options are granted annually at fair market value
and become exercisable in cumulative increments of 25% per year on each of the
first four anniversaries after the date of the grant and expire ten years
after the date of the grant.
The number of shares for each executive officer is determined by taking a
percentage of the targeted total cash compensation and dividing that amount by
the fair market value per share on the date of grant. The percentage, which
falls within a pre-set range, is set annually by the Committee for the CEO,
and by the CEO (subject to approval of the Committee) for the other executive
officers and depends in each case on subjective evaluation of the performance
of the officer under consideration and, therefore, may vary from year to year.
At the same time the Committee takes into account the total number of options
previously granted which remain outstanding. The number of options granted to
Mr. Gilmartin in December 1995 was 45,000 (pro-rated to the date of his
resignation as an executive officer). This was a reduction from the 70,000
options granted the prior year and reflected the substantial increase during
1995 in the price of the Company's Common Stock after giving effect to the
two-for-one stock split in June of that year. Similar reductions occurred in
the number of stock options granted to the other executive officers.
10
<PAGE>
In early 1996, John A. Gilmartin announced his resignation as Chairman of
the Board, President and Chief Executive Officer of Millipore, effective March
31, 1996, and as a director effective April 18, 1996. On February 20, 1996,
the Board of Directors elected C. William Zadel Chairman of the Board,
President and Chief Executive Officer of Millipore effective April 1, 1996,
and established the compensation to be paid to him during 1996: Annual Base
Salary of $500,000; under the Incentive Plan a Target Incentive of $250,000
(if the Company's target incentive goals were met for the year) and a Stretch
Incentive of an additional $250,000 (if the Company's stretch incentive goals
were met) -- the Base Salary and all incentives to be pro-rated for the nine-
month period commencing April 1, 1996. Mr. Zadel also received (effective
April 1, 1996) a Restricted Stock award of 25,000 shares of Millipore Common
Stock, $1.00 Par Value, under the Company's Long Term Restricted Stock
(Incentive) Plan with a five-year vesting period, subject to stockholder
approval of the Amendment to that Plan and was also granted an option to
purchase 120,000 shares of the Company's Common Stock having a fair market
value effective on the date of grant (April 1, 1996) under the Millipore
Corporation 1995 Combined Stock Option Plan, subject to stockholder approval
of that Plan (see "Summary Compensation Table" and "Stock Options Granted in
1996", pp. 13-15). (Both Plans were approved by stockholders at the 1996
Annual Meeting.) Mr. Zadel would also receive those benefits provided by the
Company's Retirement Plan and Participation and Savings Plan as if he met the
eligibility requirements for those plans until he actually met such
requirements (see Footnote 6 to Summary Compensation Table).
At its meeting in February, 1997, the Committee reviewed the results of
financial operations for 1996 and noted that corporate performance exceeded
threshold performance but did not meet target (budget) performance goals for
that year. Having determined that personal goals established for the CEO and
the other executive officers had been completed satisfactorily, the Committee
approved the incentive payments for the eligible group (paid in February of
1997) in the amounts set forth in the Summary Compensation Table below.
The Management Incentive Plan provides that an award to any one participant
cannot exceed $1 million in any one year. The Plan is a stockholders' approved
"performance-based" plan under Section 162(m) of the Internal Revenue Code of
1986. Bonus awards under the Plan will be deductible even if they would raise
total cash compensation above $1 million for any of the Company's senior
executives named in the Summary Compensation Table, if the conditions for
deductibility otherwise are met.
The Committee tests the salary and option decisions which are made for the
CEO and for the other executive officers of Millipore by reference to data
furnished by outside compensation consultants. These tests involve comparison
of short-term and long-term awards made by Millipore with similar awards made
by companies in a number of different groups for which statistics are
available. The differences between the amounts set by Millipore, using its
group of comparables, with those that would be set using other populations of
companies have to date been insignificant. Millipore periodically reviews with
the assistance of outside experts in executive compensation the method by
which it sets both total cash and equity compensation for its executives. The
most recent review prior to that of 1994 referred to above was undertaken in
1991 by the Committee with the participation of two other independent members
of the Board of Directors.
The foregoing report has been furnished by the Management Development and
Compensation Committee.
John F. Reno, Chairman
Mark Hoffman
Thomas O. Pyle
11
<PAGE>
COMPARATIVE PERFORMANCE GRAPH
The graph below compares the five-year cumulative total return, including
the reinvestment of all dividends, starting from "100" on December 31, 1991
through December 31, 1996, among Millipore, the S&P 500 Index and the S&P
Manufacturing-Diversified Industrial Index (including Millipore). It assumes
$100 invested on December 31, 1991 in each of the two indices and in
Millipore.
<TABLE>
<CAPTION>
S&P
Manufacturing-
Measurement period Diversified
(Fiscal Year Covered) S&P 500 Industrials MIL
- - --------------------- ------- -------------- ---
<S> <C> <C> <C>
FYE 12/31/91 $100.00 $100.00 $100.00
FYE 12/31/92 $107.62 $108.39 $ 97.04
FYE 12/31/93 $118.46 $131.58 $111.60
FYE 12/31/94 $120.03 $136.21 $136.58
FYE 12/31/95 $165.13 $191.80 $234.36
FYE 12/31/96 $203.05 $264.32 $238.03
</TABLE>
The information which forms the basis for the graph above has been provided
by Standard & Poor's Compustat, a division of McGraw-Hill.
12
<PAGE>
EXECUTIVE COMPENSATION
The following table sets forth all cash compensation as well as certain
other compensation paid or accrued through February 21, 1997, to each of the
five most highly compensated key policy making executive officers (and Mr.
Gilmartin) for services rendered in all capacities to Millipore and its
subsidiaries during each of Millipore's fiscal years ended December 31, 1996,
1995 and 1994.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
ANNUAL COMPENSATION* COMPENSATION
--------------------------- ------------------------
AWARDS**
NAME AND PRINCIPAL RESTRICTED SECURITIES ALL OTHER
POSITION OR SPECIAL STOCK UNDERLYING COMPENSATION
NUMBER IN GROUP YEAR SALARY(1) BONUS(2) BONUS(3) AWARDS(4) OPTIONS(#)(5) (6)
------------------ ---- --------- -------- -------- ---------- ------------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
.C.William Zadel 1996 $375,003 $113,538 $ 0 $956,250 160,000 $ 32,496
Chairman, President and 1995 000,000 0 0 0 0 0
Chief Executive Officer 1994 000,000 0 0 0 0 0
(4/1/96-12/31/96)
Hideo Takahashi 1996 $295,753 $ 78,144 $ 0 $ 0 12,700 171,661
Vice President and. 1995 370,583 151,407 0 0 15,400 193,157
President, Nihon 1994 406,422 0 0(3) 68,000 23,800 104,998
Millipore Ltd.
Geoffrey Nunes 1996 $246,156 $ 45,785 $ 0 $ 0 13,300 39,812
Senior Vice President 1995 285,720 111,429 0 0 15,200 29,090
1994 320,000 8,320 190,000 0 24,000 32,388
Douglas B. Jacoby 1996 $249,996 $ 45,725 $ 0 0 18,600 38,158
Vice President 1995 249,996 97,500 0 0 17,800 25,026
1994 249,996 6,500 190,000 0 26,200 21,288
Michael P. Carroll 1996 $181,680 $ 33,791 $ 0 $ 0 11,200 25,912
Vice President, 1995 181,680 68,492 0 0 11,000 17,044
Chief Financial Officer 1994 184,997 4,810 190,000 56,000 17,400 15,438
and Treasurer
..John A. Gilmartin 1996 $166,668 $ 50,461 $ 0 0 0 32,277
Chairman, President and 1995 525,600 427,050 0 0 45,000 55,206
Chief Executive Officer 1994 700,000 18,200 190,000 0 70,000 72,287
(1/1/96-3/31/96)
</TABLE>
. and .. Compensation paid during the periods indicated.
* and ** Column captioned "Other Annual Compensation" (personal benefits and
perquisites) has not been included, as compensation in the form of personal
benefits for 1996 did not exceed the lesser of $50,000 or 10% of compensation
(salary plus bonus) reported above for executive officers individually. Column
captioned "Payouts" has not been included because Millipore does not have any
long term incentive plans.
(1) Includes amounts deferred pursuant to Section 401(k) of the Internal
Revenue Code during the fiscal years specified. Amounts set forth for Mr.
Takahashi have been converted from local currency to U.S. dollars based on
the foreign currency exchange rate for December 31 in each of the years
indicated.
13
<PAGE>
(2) Amounts allocated in 1994 pursuant to the Corporation's Cash Profit
Sharing Plan, a bonus plan tied to Millipore's return on average total
assets in which all domestic employees of Millipore with at least one year
of service participate in proportion to their cash compensation. An
allocation of 2.6% of eligible payroll was made in 1994, and paid in 1995.
Key executives who participate in the Management Incentive Plan are no
longer eligible to participate in the Cash Profit Sharing Plan. Amounts
set forth for 1995 and 1996 indicate amounts paid in 1996 and 1997 under
the Management Incentive Plan for the achievement of corporate performance
and personal goals in 1995 and 1996, respectively.
(3) In connection with the divestitures of the Waters Chromatography and
Biosearch Divisions in 1994, and the related downsizing of corporate
infrastructure, the Board of Directors at its November meeting authorized
the payment of a cash bonus of $190,000 to each of the individuals
indicated in the Table as well as three other key members of management,
except for Mr. Takahashi who received his bonus directly in shares of
Common Stock determined on an after-tax basis. The use of the after-tax
proceeds of the bonus was restricted solely to the exercise of previously
granted stock options and the payment of taxes occasioned by such
exercise. As a result of this and other purchases, as of February 21,
1997, the named individuals in the Table (other than Mr. Gilmartin) own
outright Millipore Common Stock having a market value equal to
approximately 6 times their 1996 average aggregate base cash compensation.
(4) Determined by multiplying the number of Restricted Shares awarded by the
closing price of Millipore Common Stock on the date the Committee approved
the grant. On December 31, 1996, the following executive officers held the
total number/current market value of Restricted Stock (determined by
multiplying the number of shares by the closing price of Millipore Common
Stock on December 31, 1996 ($41.375/share)): Mr. Zadel 25,000/$1,034,375;
Mr. Takahashi 6,800 shares/$281,350 and Mr. Carroll, 5,800
shares/$239,975. Dividends are paid on Restricted Stock at the same rate
as are paid to all stockholders.
(5) Stock options are granted by the Committee in December of each year and
relate to the cash compensation of the named executive officer for the
following year. (See "Stock Options Granted in 1996" and "Management
Development and Compensation Committee Report on Executive Compensation at
Millipore.")
(6) Includes: (a) amounts contributed by the Company under its tax-qualified
defined contribution profit sharing plan to Messrs. Nunes, Jacoby, and
Carroll of $9,996 each; (b) Company "matching" contributions on
compensation deferred pursuant to its tax-qualified plan under Section
401(k) of the Internal Revenue Code of $4,135, $4,125, $1,495 and $3,500
to Messrs. Nunes, Jacoby, Carroll and Gilmartin, respectively; (c) total
amounts deferred under the Company's non-qualified supplemental defined
contribution and savings plans to provide certain executives with benefits
that would otherwise be lost by reason of restrictions imposed by the
Internal Revenue Code limiting the amount of compensation which may be
deferred under tax-qualified plans: $25,681; $24,037, $14,421 and $28,777,
to Messrs. Nunes, Jacoby, Carroll and Gilmartin, respectively; and (d)
amounts accrued in a non-qualified deferred compensation account to
provide Mr. Zadel with those benefits provided by the Company's defined
contribution and defined benefit plans as if he met the eligibility
requirements for those plans for that period of time until he actually
meets such requirements. Amounts included for Mr. Takahashi represent
annual accruals by Nihon Millipore Ltd. for a retirement allowance under
the Nihon Millipore Ltd. Retirement Plan. (See "Pension Plans" at p. 17).
14
<PAGE>
STOCK OPTIONS GRANTED IN 1996
The following table shows, as to those executive officers of Millipore
listed in the Summary Compensation Table (i) the number of shares of Millipore
Common Stock, $1.00 par value, subject to stock options granted under the
Millipore Corporation 1995 Combined Stock Option Plan ("1995 Plan") during the
period January 1, 1996 - December 31, 1996, (ii) the percentage that each
grant represents of the total number of shares subject to stock options
granted under the 1995 Plan to all employees during the period; (iii) the
exercise price; (iv) the expiration date and (v) the present value per option
at the date of grant (December 12, 1996) of the options granted using the
Black-Scholes methodology. Under the 1995 Plan, no options may be granted to
Directors who are not employees of Millipore.
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS (1)
------------------------------------------------------------------------------
NUMBER OF % OF TOTAL
SECURITIES OPTIONS GRANTED GRANT DATE
UNDERLYING TO EMPLOYEES EXERCISE OR EXPIRATION PRESENT VALUE
NAME OPTIONS GRANTED (#) IN 1996 ($/SHARE) BASE PRICE DATE ($12.79) (2)
- - ---- ------------------- ----------------- ----------- ---------- -------------
<S> <C> <C> <C> <C> <C> <C>
C. William Zadel........ 120,000 24.4% $38.25 4/1/2006 $1,534,800
40,000 8.1% $42.00 12/12/2006 511,600
Hideo Takahashi......... 12,700 2.6% $42.00 12/12/2006 162,433
Geoffrey Nunes.......... 13,300 2.7% $42.00 12/12/2006 170,107
Douglas B. Jacoby....... 18,600 3.8% $42.00 12/12/2006 237,894
Michael P. Carroll...... 11,200 2.3% $42.00 12/12/2006 143,248
John A. Gilmartin....... 0
</TABLE>
- - --------
(1) The 1995 Plan provides that all options shall be exercisable at a price of
not less than 100% of the fair market value of Millipore Common Stock on
the date of grant, subject to adjustment by the Board of Directors to
reflect stock splits or stock dividends. Options become exercisable in
annual cumulative increments of 25% commencing on the first anniversary of
the date of grant and all options expire no later than 10 years after the
date of grant. Options expire upon termination of employment, except that
exercise after termination of employment is provided for in cases where
employment terminates on retirement or with the consent of Millipore or as
a result of incapacity or death. Options can be exercised by delivery of
cash or shares of Millipore Common Stock having a fair market value on the
date of delivery equal to the full purchase price. In the event of certain
corporate transactions or a change in the composition of the Board of
Directors giving rise to an "impending change of control" all options
previously granted to certain executive officers become immediately
exercisable (see "Executive Termination Agreements" below).
(2) The fair market value of each option granted is estimated on the date of
the grant using the Black-Scholes model with the following weighted
average assumptions in 1996: risk free interest rate of 7%; expected life
of five years; expected volatility of 25% and expected annual dividend
increase of $.04 per year.
15
<PAGE>
AGGREGATED OPTION EXERCISES IN FISCAL YEAR 1996 AND DECEMBER 31, 1996 VALUES
OF UNEXERCISED STOCK OPTIONS
The following table shows, as to those executive officers of Millipore
listed in the Summary Compensation Table above, information with respect to
unexercised options to purchase Millipore Common Stock granted in 1996 and
prior years under the 1995 Plan (and the predecessor 1985 Combined Stock
Option Plan).
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN THE MONEY OPTIONS
OPTIONS AT 12/31/96 AT 12/31/96 (2)
SHARES ACQUIRED VALUE EXERCISABLE/ EXERCISABLE/
NAME ON EXERCISE (#) REALIZED ($)(1) UNEXERCISABLE UNEXERCISABLE
- - ---- --------------- --------------- ---------------------- --------------------
<S> <C> <C> <C> <C>
C. William Zadel........ 0 0 0/ 0/
160,000 $375,000
Hideo Takahashi......... 4,790 $ 95,800 76,600/ $ 1,724,241/
38,900 319,621
Geoffrey Nunes.......... 0 0 148,546/ $ 3,436,857/
45,950 476,422
Douglas B. Jacoby....... 14,670 $356,908 74,050/ $ 1,613,894/
53,050 473,269
Michael P. Carroll...... 34,020 $788,894 11,650/ $ 196,610/
30,350 237,481
John A. Gilmartin....... 0 0 589,000/ $14,156,469/(2)
71,250 1,290,718
</TABLE>
- - --------
(1) Measured by the difference between the exercise price of the option and
the fair market value of Millipore Common Stock on the date of exercise
(prior to the payment of taxes).
(2) Measured by the difference between the closing market value of Millipore
Common Stock on December 31,1996 ($41.375 per share) and the exercise
price of the option (prior to the payment of taxes). Under the terms of
the Company's Combined Stock Option Plans, options granted to Mr.
Gilmartin provided for a period (the earlier of five years, or the
expiration date of the options) following the date of his resignation as
an officer of the Company, in which to exercise previously granted
options.
16
<PAGE>
PENSION PLANS
The table below shows the estimated annual benefits payable in 1996 under
the Retirement Plan and the Supplemental Plan. Retirement benefits shown are
based upon retirement at age 65 and the payment of a single life annuity, to
persons in the specified compensation and years of service categories:
<TABLE>
<CAPTION>
ESTIMATED ANNUAL MINIMUM RETIREMENT
AVERAGE EARNINGS DURING FIVE BENEFITS FOR INDICATED YEARS OF CREDITED SERVICE
HIGHEST CONSECUTIVE YEARS IN ------------------------------------------------
FIFTEEN YEARS PRIOR TO RETIREMENT 15 20 25 30 (AND MORE THAN 30)(1)
- - --------------------------------- ------- ------- ------- ------------------------
<S> <C> <C> <C> <C>
$125,000..................... 25,326 33,785 42,193 50,652
$150,000..................... 30,764 41,039 51,252 61,527
$175,000..................... 36,201 48,292 60,311 72,402
$200,000..................... 41,639 55,546 69,370 83,277
$225,000..................... 47,076 62,799 78,429 94,152
$250,000..................... 52,514 70,053 87,488 105,027
$300,000..................... 63,389 85,560 105,605 126,777
$400,000..................... 85,139 113,575 141,841 170,277
$450,000..................... 96,014 128,082 159,959 192,027
$500,000..................... 106,889 142,589 178,076 213,777
$550,000..................... 117,764 157,097 196,194 235,527
$600,000..................... 128,639 171,604 214,312 257,277
$650,000..................... 139,514 186,111 232,430 279,027
$700,000..................... 150,389 200,618 250,547 300,777
$750,000..................... 161,264 215,126 268,665 322,527
$800,000..................... 172,139 229,633 286,783 344,277
</TABLE>
- - --------
(1) There is no additional benefit payable under the Retirement Plan for years
of service in excess of 30.
The Retirement Plan for Employees of Millipore Corporation ("Retirement
Plan") is a tax-qualified defined benefit "floor" plan which is designed to
coordinate with the benefits available to participants under the Company's
tax-qualified defined contribution profit sharing plan ("Participation Plan")
to provide certain retirement benefits to eligible employees. An eligible
employee receives benefits under the Retirement Plan to the extent that the
benefits under the Participation Plan are inadequate to provide the minimum
level of benefits specified by the Retirement Plan. There is no deduction or
offset from benefits payable to employees under the Retirement Plan for
amounts employees receive from Social Security or other sources. The
Retirement Plan provides a minimum level of benefits based on age, service and
earnings prior to retirement (which earnings are computed in the same manner
as the cash compensation amounts set forth in the Summary Compensation Table)
with a reduction in the benefit formula for less than thirty years of service.
The benefits set forth in the Table above represent the minimum level of
benefits specified by the Retirement Plan formula (without any offset for the
Participation Plan balance).
Millipore also maintains a supplemental non-qualified plan (the
"Supplemental Plan") to provide certain executive employees with benefits that
would otherwise be lost by reason of restrictions imposed by the Internal
Revenue Code limiting the amount of retirement benefits and deferred
compensation which may be received under the Company's tax-qualified plans.
Officers participate in the Retirement Plan on the same basis as other
Millipore employees. As of December 31, 1996 full years of credited service
under the Retirement Plan for certain officers were: Mr.
17
<PAGE>
Nunes -- 20 years; Mr. Jacoby -- 21 years and Mr. Carroll -- 10 years. Mr.
Takahashi, who is ineligible to participate in the Retirement Plan for U.S.
employees, participates in the Nihon Millipore Directors Retirement Plan (the
"Nihon Retirement Plan") for certain members of senior management (currently
seven participants) of Nihon Millipore Ltd. Nihon Millipore Ltd. accrues
amounts annually based on a percentage of the participant's annual salary. The
Nihon Retirement Plan provides a basic retirement allowance for participants
based on factors including final monthly salary, length of service and
positions held within Nihon Millipore Ltd. during employment. Payments are
made in one lump sum upon retirement.
EXECUTIVE TERMINATION AGREEMENTS
Millipore has entered into agreements with Messrs. Zadel, Nunes, Jacoby and
Carroll, as well as three other executive officers, to provide them with
certain severance benefits in the event of an actual or impending "Change of
Control" of Millipore. In substance, a Change of Control shall be deemed to
have occurred when any person becomes the beneficial owner, directly or
indirectly, of 20% of Millipore's then outstanding Common Stock or if those
members who constituted a majority of the Board of Directors cease to be so.
An "Impending Change of Control" means any event or circumstances which gives
rise to a threat or likelihood of a Change of Control, whether or not it is
approved by Millipore's management or directors.
The executive officers who have entered into agreements with Millipore will
be provided with benefits in the event that their employment with Millipore is
terminated pursuant to or following a Change of Control. Each agreement
provides that if the executive officer remains in Millipore's employ for at
least 6 months following an event giving rise to an Impending Change of
Control and, pursuant to or following a Change of Control, the employment of
the executive officer is terminated, the executive officer will then receive
the severance benefits. Generally, these benefits include: a lump sum
termination payment equal to two times the highest amount of total cash
compensation received in any twelve month period during the past 3 years (if
such provisions had been triggered during 1996, the amounts payable to Messrs.
Zadel, Nunes, Jacoby and Carroll would have been $977,082, $1,036,640,
$892,292 and $759,614, respectively) and a supplemental retirement benefit at
age 65 for those executives whose tenure with Millipore at the time of such
termination is less than that required under the Retirement Plan for full
retirement benefits to make up either in whole or in part for any such
shortfall. Further, in the event of an Impending Change of Control, options
for purchase of shares of Common Stock become exercisable immediately and
executive officers are given the right to sell to Millipore all shares held
(or acquired within 90 days following a Change of Control) at a price equal to
the highest price paid within 90 days prior to the exercise of such right.
18
<PAGE>
OWNERSHIP OF MILLIPORE COMMON STOCK
MANAGEMENT OWNERSHIP OF MILLIPORE COMMON STOCK
The following table sets forth information concerning the number of shares
of Millipore Common Stock, $1.00 par value, beneficially owned, directly or
indirectly, as of February 21, 1997, by each Director or nominee; each of the
five most highly compensated executive officers and all directors and
executive officers as a group. This information is based on information
provided by each Director, nominee and executive officer and the listing of
such securities is not necessarily an acknowledgment of beneficial ownership.
Unless otherwise indicated by footnote, the Director, nominee or officer held
sole voting and investment power over such shares.
<TABLE>
<CAPTION>
NAME OF AMOUNT AND NATURE OF
BENEFICIAL OWNER SHARES BENEFICIALLY OWNED (1) % OF CLASS
---------------- ----------------------------- ----------
<S> <C> <C>
Charles D. Baker.................... 17,400 *
Samuel C. Butler.................... 21,236 *
Robert E. Caldwell.................. 1,000 *
Michael P. Carroll.................. 30,703 *
Maureen A. Hendricks................ 2,963 *
Mark Hoffman........................ 21,000 *
Douglas B. Jacoby................... 86,762 *
Steven Muller....................... 11,800(2) *
Geoffrey Nunes...................... 193,836 *
Thomas O. Pyle...................... 23,471 *
John F. Reno........................ 11,802 *
Hideo Takahashi..................... 138,060 *
C. William Zadel.................... 56,716 *
All Directors and Executive Officers
as a Group (16 persons including
those listed above)................ 652,619 1.5
</TABLE>
- - --------
* None of these officers or directors owns as much as 1.0% of Millipore Common
Stock.
(1) Included in the shares listed as beneficially owned are (i) deferred
compensation stock units held in Deferred Compensation Accounts for four
directors and shares subject to stock options under the Millipore
Corporation 1989 Stock Option Plan for Non-Employee Directors which the
following directors have the right to acquire within 60 days: Messrs.
Baker, Hoffman and Pyle, 15,000 shares each; Mr. Butler and Dr. Muller,
11,000 shares each; Mr. Reno, 6,000 shares and Mrs. Hendricks, 1500
shares; and (ii) shares subject to stock options under the Millipore
Corporation 1995 Combined Stock Option Plan (and the predecessor 1985
Plan) which the following executive officers have the right to acquire
within 60 days: Mr. Zadel, 30,000 shares; Mr. Takahashi, 76,600 shares;
Mr. Nunes, 148,546 shares; Mr. Jacoby, 74,050 shares and Mr. Carroll,
11,650 shares. Also included are 448,021 shares subject to acquisition by
Directors and Officers within 60 days through the exercise of stock
options and 18,937 deferred compensation stock units held by those
directors who have elected to defer all or part of their compensation
until their retirement from the Board.
(2) Of shares shown as owned by Dr. Muller, 800 are held for his benefit under
a deferred compensation plan maintained by the John Hopkins University.
Dr. Muller does not have voting power over these shares.
19
<PAGE>
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires Millipore's
Directors and Officers and persons who own more than 10 percent of Millipore's
Common Stock to file with the Securities and Exchange Commission and the New
York Stock Exchange initial reports of ownership and reports of changes in
ownership of Millipore Common Stock. Millipore is required to disclose in its
proxy statement any failure to file these reports by the required due dates.
All of these filing requirements were satisfied, except for Mr. Takahashi who
failed to file on a timely basis one Form 4 relating to two transactions.
Millipore has relied solely on written representations of its Directors and
Officers and copies of the reports they have filed with the Securities and
Exchange Commission.
OTHER PRINCIPAL HOLDERS OF MILLIPORE COMMON STOCK
As of February 21, 1997 the following person is believed by Millipore to be
the beneficial owner of more than 5% of Millipore Common Stock, Millipore's
only class of voting securities:
<TABLE>
<CAPTION>
AMOUNT AND NATURE PERCENT
NAME AND ADDRESS OF BENEFICIAL OF
OF BENEFICIAL OWNER OWNERSHIP CLASS
------------------- ----------------- -------
<S> <C> <C>
Regents of the University of California.......... 2,217,600 5.12%
300 Lakeside Drive
Oakland, CA 94612
</TABLE>
The foregoing information is based upon a Schedule 13G report filed with the
Securities and Exchange Commission by the above beneficial owner in January,
1997.
ACCOUNTANTS
Since 1970, Coopers & Lybrand L.L.P. ("Coopers & Lybrand"), independent
public accountants, have reported on Millipore's annual financial statements,
based on the recommendation of the Audit and Finance Committee of the Board of
Directors. The Audit and Finance Committee has elected Coopers & Lybrand as
Millipore's independent public accountants for fiscal 1996 and has also
reviewed and approved the scope and nature of the services to be performed for
Millipore by that firm. Representatives of Coopers & Lybrand are expected to
be present at the Annual Meeting to make a statement if they wish to do so,
and to respond to appropriate stockholder questions. See "Management and
Election of Directors" for names of those Directors comprising the Audit and
Finance Committee.
Millipore's financial statements for 1996 were examined and reported upon by
Coopers & Lybrand. In connection with this examination they also reviewed
Millipore's Annual Report, its quarterly financial statements and its filings
with the Securities and Exchange Commission, examined and reported upon the
financial statements of Millipore's retirement plans, and provided
consultation concerning the financial statement implications of various
matters under consideration.
20
<PAGE>
STOCKHOLDER PROPOSALS
The deadline for receipt of stockholder proposals for inclusion in
Millipore's 1998 Proxy Statement is November 22, 1997. To be included, all
proposals must be in conformity with the rules of the Securities and Exchange
Commission and must be received by Millipore at 80 Ashby Road, Bedford,
Massachusetts 01730. Attention: Jeffrey Rudin, Vice President and General
Counsel, on or before the foregoing date.
FORM 10-K ANNUAL REPORT
Stockholders may obtain without charge a copy of Millipore's Annual Report
on Form 10-K for the year ended December 31, 1996, by writing to Geoffrey E.
Helliwell, Director of Investor Relations, Millipore Corporation, 80 Ashby
Road, Bedford, Massachusetts 01730.
OTHER BUSINESS
The Board of Directors is not aware of any other business to come before the
Annual Meeting. However, if other matters properly come before the meeting, it
is the intention of the persons named in the enclosed form of proxy to vote
such proxy in accordance with their judgment as to such matters.
Millipore Corporation
March 21, 1997
21
<PAGE>
MILLIPORE CORPORATION
ANNUAL MEETING OF STOCKHOLDERS APRIL 17, 1997
P
R
O The undersigned hereby constitutes and appoints MICHAEL P. CARROLL,
X GEOFFREY NUNES AND JEFFREY RUBIN and each of them singly, proxies and
Y attorneys of the undersigned with full power of substitution, to vote all
shares of Common Stock of Millipore Corporation ("Millipore") held by the
undersigned or in respect of which the undersigned would be entitled to
vote or act at the Annual Meeting of Stockholders of Millipore to be held
in Bedford, Massachusetts on April 17, 1997 and at any adjournments of
said meeting (except as expressly limited on the reverse side) which the
undersigned would possess if personally present. All proxies heretofore
given by the undersigned in respect of said meeting are hereby revoked.
_______________
SEE REVERSE
(CONTINUED ON REVERSE SIDE) SIDE
_______________
<PAGE>
[X] PLEASE MARK
VOTES AS IN
THIS EXAMPLE.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS AND UNLESS
OTHERWISE SPECIFIED IN THE BOXES PROVIDED, THIS PROXY WILL BE VOTED IN
FAVOR OF ALL NOMINEES, AND IN THE DISCRETION OF THE NAMED PROXIES AS TO ANY
OTHER MATTER THAT MAY COME BEFORE THE MEETING.
1. Election of Directors
The undersigned GRANTS authority to elect as directors
the following nominees:
NOMINEES: Mark Hoffman, John F. Reno, C. William Zadel
[_] FOR [_] WITHHELD
ALL FROM ALL
NOMINEES NOMINEES
[_]_______________________________________
For all nominees except as noted above
Signature: ___________________________ Date: ___________
MARK HERE
FOR ADDRESS [_]
CHANGE AND
NOTE AT LEFT
Please sign exactly as name appears hereon. Joint Owners should
each sign. When signing as attorney, executor, administrator, trustee
or guardian, please give full title as such.
Signature: ___________________________ Date: ___________
