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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 [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 (S) 240.14a-11(c) or (S) 240.14a-12
MILLIPORE CORPORATION
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(Name of Registrant as Specified In Its Charter)
N/A
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(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (check the appropriate box):
[X] No Fee Required.
[_] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or Item
22(a)(2) of Schedule 14A.
[_] $500 per each party to the controversy pursuant to Exchange Act Rule
12a-6(i)(3)
[_] 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.
[_] 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 No.: ____________________________
3) Filing Party: ____________________________________________________________
4) Date Filed: ______________________________________________________________
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LOGO
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD APRIL 16, 1998
To the Stockholders of
Millipore Corporation
The Annual Meeting of Stockholders of Millipore Corporation ("Millipore")
for 1998 will be held at Millipore's Offices, 80 Ashby Road Bedford,
Massachusetts 01730 on Thursday, April 16, 1998 at 11:00 a.m. local time, for
the following purposes:
1. To elect for a three-year term (expiring in 2001) the three Class II
Directors;
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 20, 1998 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 20, 1998
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.
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MILLIPORE CORPORATION
80 ASHBY ROAD
BEDFORD, MASSACHUSETTS 01730
781 533-6000
----------------
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
16, 1998 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 20, 1998.
The Board of Directors of Millipore has fixed the close of business on
February 20, 1998 as the record date for the determination of stockholders
entitled to notice of and to vote at the meeting. As of February 20, 1998,
there were approximately 43,700,000 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 $5,500 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 BankBoston, N.A., 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 II Directors, whose terms will expire at the
Annual Meeting of Stockholders in 2001. Each nominee in Class II is now a
director of Millipore: Mr. Butler was elected a director at the 1995 Annual
Meeting of Stockholders; Messrs. Caldwell and Bishop were elected directors at
meetings of the Board of Directors held in December 1996 and September 1997,
respectively. In accordance with the Company's retirement policy for
Directors, Dr. Steven Muller (a current member of the Class II Directors),
will not be standing for re-election. 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, none of the members of
which 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 II DIRECTORS.
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NOMINEES FOR ELECTION AS DIRECTORS FOR TERMS EXPIRING IN 2001 (CLASS II)
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Robert C. Bishop, 55, President and Chief Executive Officer,
AutoImmune, Inc.
Dr. Bishop received his undergraduate degree from the
University of Southern California and an M.B.A. from the
University of Miami, Florida. He received a Ph.D. degree in
Biochemistry from the University of Southern California. In
1976, Dr. Bishop joined American Hospital Supply Corporation
(AHSC), a manufacturer and distributor of health care
products, and served in various research and development
positions until 1981. Dr. Bishop subsequently held a number
of senior management positions with AHSC including: Vice President, Planning
and Business Development for Laboratory and International businessess (1981-
1984); Vice President, General Manager of Operations, American BioScience
Division (1984-1985) and Vice President, Planning and Business Development,
Medical Sector (1985-1986). In 1986, Dr. Bishop joined Allergan, Inc.,
manufacturer of eye care and skin care products, as President of the Allergan
Medical Optics Division, becoming Senior Vice President of Corporate
Development in 1988. In 1989, he became President of the Allergan
Pharmaceuticals Division and President of the Therapeutics Group in 1991. In
1992, Dr. Bishop assumed his current position as President and Chief Executive
Officer of AutoImmune, Inc., a biopharmaceutical company; and is a member of
the Board of Directors. He has been awarded several U.S. patents in the
medical products field. Dr. Bishop serves as a member of the Board of
Directors of Quintiles Transnational Corporation. He is also a member of the
Emerging Companies Section, Governing Board of the Biotechnology Industry
Association.
Member: Audit and Finance Committee First elected a Director: 1997
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Samuel C. Butler, 68, 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, 61, 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
Compensation Committee
First elected a Director: 1996
DIRECTORS CONTINUING IN OFFICE
NOMINEES FOR ELECTION AS DIRECTOR FOR TERM EXPIRING IN 1999 (CLASS III)
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Charles D. Baker, 69, Professor 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 the (Mass.) Group Insurance Commission, the
Harvard Medical Center, as well as several public interest organizations.
Member: Board Organization Nominating and
Public Policy Committee
First elected a Director: 1979
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Maureen A. Hendricks, 46, Managing Director, Salomon Smith
Barney, Inc.
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 served in various management positions
within the firm including International Financial Management
(1980-1983); U.S. Banking 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 and was a Director of J.P. Morgan
Securities, Inc. In March, 1996, Mrs. Hendricks was named Managing Director in
charge of New Business Development of J.P. Morgan. In May, 1997 Mrs. Hendricks
joined Salomon Brothers Inc. as Managing Director/Co-Head of Global Energy.
With the acquisition of Salomon Brothers by The Travelers Group, she was named
Co-Head of the Global Energy and Power Group of the combined Salomon Smith
Barney, Inc. Mrs. Hendricks serves on the Board of Directors of the Young
Women's Christian Association (YWCA) of the U.S.A. and the New Jersey
Shakespeare Festival.
Member:Audit and Finance Comittee First elected a Director: 1995
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Thomas O. Pyle, 58, Independent Business Advisor and Corporate
Director of Healthcare Organizations
Mr. Pyle attended Massachusetts Institute of Technology and
later 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 a 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.
and served in his prior capacity as Senior Advisor until early 1998. 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; Preferred Global Health, CAPP Care; and Access Radiology Corporation.
Member: Board Organization
Nominating and
Public Policy Committee
First elected a Director: 1987
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TERM EXPIRING AT THE 2000 ANNUAL MEETING OF STOCKHOLDERS (CLASS I)
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Mark Hoffman, 59, 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 a
Director, 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 Cambridge Research Group Ltd.,
a development capital and technology transfer company in Cambridge, England and
of Hamilton Lunn Holdings Limited, an independent advisory and investment firm.
Mr. Hoffman also serves as a Director of George Weston Limited, Toronto; Advent
International Corporation, Boston; and as Chairman of Guinness Flight Venture
Capital Trust PLC, London.
Member: Management Development
and Compensation Committee
First elected a Director: 1976
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John F. Reno, 58, 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 Vice-
Chairman of the Boston Museum of Science and Chairman of the Nominating
Committee. 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
and Compensation Committee
First elected a Director: 1993
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C. William Zadel, 54, 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 Corporation 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 is a Trustee, and member of the Nominating and Marketing
Committees of the Boston Museum of Science and a member of the American
Business Conference. Mr. Zadel also served as Chairman of the Health Industry
Manufacturers Association (1994-1995).
First elected a Director: 1996
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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 1997.
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 four meetings during
1997.
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 1997.
During 1997, the Millipore Board of Directors held five meetings. Members of
the Board of Directors received an annual retainer of $19,000, plus $1,000 for
each Directors meeting attended. 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. All Directors attended at least 75% of the Board and relevant
committee meetings held during 1997.
Directors may elect to defer all or any portion of their fees into Millipore
Common Stock deferred compensation phantom stock units by entering into
agreements with the Company whereby fees otherwise payable for services as a
director are transferred to the director's deferred compensation stock unit
account ("deferred account"). Each agreement provides for the conversion of
amounts held in the deferred account into that whole number of deferred
compensation phantom stock units based upon 100% of the fair market value of
Millipore Common Stock on the conversion dates (either quarterly or
semiannually) specified by
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the agreement ("Purchased Units"). Dividends declared on Millipore Common
Stock are also credited to the director's deferred account in the form of
Purchased Units. (See Footnote (1) to table on p. 20.) Upon retirement from
the Board of Directors, the Purchased Units in the director's deferred account
are converted to cash equivalents, based upon a formula specified in the
agreement, and distributed to the director in annual installments over ten
years, or in a lump sum payment in the event of a director's death prior to
retirement.
During 1997, the following directors received or were entitled to receive
additional compensation from Millipore as follows: Dr. Robert Bishop, $1,000,
for consulting services rendered in the area of technology assessment; Dr.
Steven Muller, $13,000, for consulting services rendered in the areas of
diversity and public policy.
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 (as defined in the 1989
Plan) at the time the option is granted. 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. Unless otherwise
agreed to by the Company, upon termination of service as a Director, 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 as a result of incapacity
or death and, with respect to options granted after December 1, 1997, the 1989
Plan has been amended to provide for the exercise of options after retirement
(at the mandatory retirement age) of a director from the Board of Directors.
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 policies
and procedures with respect to determining compensation for Millipore's
executive officers for 1997. The tables and textual information set forth
following the report (pp. 14-17) disclose such compensation for the five most
highly compensated executive officers for 1997.
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." (The Principles in effect in December 1996 for compensation to be
paid in 1997 were revised in December 1997 -- see below). Operating pursuant
to these Principles, 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 Chief Executive Officer 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 near the midpoint 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
9
<PAGE>
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, and an evaluation of the particular
officer's performance during the year. While the CEO Comparables in effect in
1996 for compensation to be paid in 1997, 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. 13.
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
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 ranged from 10% to 50% of base salary for
participants (approximately 90 people in 1997) 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 particular
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 1996 meeting, the Committee approved performance
goals relating to growth in Sales, Contribution and Cash Flow for 1997. Growth
in Sales was given the most "weight" and Cash Flow the least. The Committee
also established 1997 personal goals for the CEO which focused on sales
growth, implementation of long-range strategic business plans, development of
a senior management team 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 (in December 1996) of the base salaries paid to the chief
executive officers of the Comparables, Mr. Zadel's base annual compensation
for 1997 was fixed at $550,000. The difference from the base salary he
received in 1996 ($500,000, pro-rated from April 1, 1996, the effective date
of his election as President, Chief Executive Officer and Chairman of the
Board of the Company) resulted from analysis of data for other executive
officers with similar job responsibilities and took into account the
percentage increases awarded by the comparable companies to their chief
executive officers. That portion (i.e., 50% of base salary) of Mr. Zadel's
total targeted cash compensation dependent upon the Company meeting its
targeted (projected corporate performance) goals, would remain as in the prior
year. Adjustments in the base salaries of three of the other executive
officers for 1997 resulted as well. Other base salaries were held level in
order to give effect to cash bonus opportunities upon achievement of the
targets specified in the
10
<PAGE>
Incentive Plan. After giving effect to the Guiding Principles as revised (see
below), the number of stock options granted to Mr. Zadel in December 1997 was
43,000 and the number of shares of Restricted Stock awarded, 5,600.
In late 1997, the Committee reviewed, with the assistance of outside experts
in executive compensation, the Company's compensation practices. Based on data
reviewed, the Committee approved an adjustment to the criteria for selection
of the Comparables which included within that composite companies aligned with
Millipore in terms of strategic direction, markets and industries served, and
to which Millipore would also look for executive talent. In December 1997 the
Guiding Principles were revised with respect to total targeted cash
compensation (salary plus incentive payment) to be paid in 1998 and subsequent
years to the CEO and the other executive officers. Similar revisions to the
Principles conformed the Company's total compensation program (cash and equity
incentives) for the CEO and the other executive officers to be competitive
with compensation programs of the Comparables, as adjusted.
In establishing the total compensation for the CEO and the other executive
officers in December, 1997, equity compensation was determined in accordance
with the Guiding Principles, as revised. In addition to non-qualified stock
options, restricted stock was included as a component of total equity
compensation as an incentive to align executive officers' interests with
corporate performance goals and stockholder values, and to retain key
employees of senior management who are in positions to make substantial
contributions to the successful conduct of Millipore and its business. (Total
equity compensation as a percentage of total cash compensation remained
substantially the same as in prior years, with stock options being a major
portion of such equity compensation.)
Stock Options are a form of equity incentive whereby all value in the stock
option is associated with an increase in share value. Options are granted 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. "Restricted Stock" refers to
stock which may be forfeited by the executive upon termination of employment
within a specified period (usually four years) for any reason other than
death, disability or retirement. The Plan has been amended with respect to
restricted stock awarded in December 1997 to allow for certain acclerated
vesting of these shares if certain corporate financial conditions are
satisfied. During the pendency of such restrictions, the employee is entitled
to receive dividends and to vote the restricted stock.
The number of stock options and restricted stock for each executive officer
are determined by taking certain percentages of the total targeted cash
compensation for the current year and dividing that amount by the fair market
value per share at the time the options and restricted stock are granted. The
percentages, which fall within a pre-set range, are set annually by the
Committee for the CEO, and by the CEO (subject to approval of the Committee)
for the other executive officers and depend 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 and restricted stock previously
granted which remain outstanding.
At its meeting in February, 1998, the Committee reviewed the results of
financial operations for 1997 and noted that corporate performance exceeded
threshold performance but did not meet target (budget) performance goals for
that year. Having evaluated the level of accomplishment of personal goals
established for the CEO and the other executive officers, the Committee
approved the incentive payments for the eligible group (paid in February of
1998) in the amounts set forth in the Summary Compensation Table below.
11
<PAGE>
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.
Reviews by the Committee prior to that of 1997 referred to above were
undertaken in 1994 and 1991.
The foregoing report has been furnished by the Management Development and
Compensation Committee.
John F. Reno, Chairman
Robert E. Caldwell
Mark Hoffman
12
<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, 1992
through December 31, 1997, among Millipore, the S&P 500 Index and the S&P
Manufacturing-Diversified Industrial Index (including Millipore). It assumes
$100 invested on December 31, 1992 in each of the two indices and in
Millipore.
LOGO
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
--------------------------------------------------------------------------------------------
Dec. 92 Dec. 93 Dec. 94 Dec. 95 Dec. 96 Dec. 97
--------------------------------------------------------------------------------------------
S&P 500 100.00 110.08 111.53 153.45 188.68 251.63
--------------------------------------------------------------------------------------------
S&P Manufacturing-Diversified Industrials 100.00 121.40 125.66 176.95 243.86 290.40
--------------------------------------------------------------------------------------------
MIL 100.00 115.01 140.76 241.52 245.30 203.20
--------------------------------------------------------------------------------------------
</TABLE>
The information which forms the basis for the graph above has been provided
by Standard & Poor's Compustat, a division of McGraw-Hill.
13
<PAGE>
EXECUTIVE COMPENSATION
The following table sets forth all cash compensation as well as certain
other compensation paid or accrued through February 20, 1998, to each of the
five most highly compensated key policy making executive officers for services
rendered in all capacities to Millipore and its subsidiaries during each of
Millipore's fiscal years ended December 31, 1997, 1996 and 1995.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION* LONG TERM COMPENSATION**
----------------------- ------------------------
AWARDS
NAME AND PRINCIPAL RESTRICTED SECURITIES
POSITION OR STOCK UNDERLYING ALL OTHER
NUMBER IN GROUP YEAR SALARY(1) BONUS(2) AWARDS(3) OPTIONS(#)(4) COMPENSATION(5)
- ------------------ ---- --------- -------- ---------- ------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
C.William Zadel 1997 $550,000 $241,901 $190,050 43,000 $ 58,410
Chairman, President and 1996 375,003 113,538 956,250 160,000 32,496
Chief Executive Officer 1995 000,000 0 0 0 0
Hideo Takahashi 1997 $298,017 $ 86,237 $ 71,269 15,800 $100,061
Vice President and 1996 295,753 78,144 0 12,700 171,661
President, Nihon 1995 370,583 151,407 0 15,400 193,157
Millipore Ltd.
Douglas B. Jacoby 1997 $288,456 $ 76,122 $ 69,572 15,300 $ 33,060
Vice President 1996 249,996 45,725 0 18,600 38,158
1995 249,996 97,500 0 17,800 25,026
Michael P. Carroll 1997 $200,004 $ 90,301 $ 49,209 10,600 $ 23,240
Vice President 1996 181,680 33,791 0 11,200 25,912
1995 181,680 68,492 0 11,000 17,044
John E. Lary 1997 $184,620 $ 50,399 $ 44,119 9,800 $ 18,148
Vice President 1996 176,923 32,907 0 11,000 20,374
1995 195,516 77,522 0 11,900 14,254
</TABLE>
Footnotes to Summary Compensation Table
* Column captioned "Other Annual Compensation" (personal benefits and
perquisites) has not been included, as compensation in the form of personal
benefits for 1997 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. Amount of compensation set
forth in 1996 for Mr. Zadel is for the nine-month period commencing April
1, 1996. 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. Michael P. Carroll was
appointed president of Millipore Asia Ltd. in early 1997 and resigned as
Chief Financial Officer and Treasurer of the Company on June 30, 1997 upon
the election of Francis J. Lunger. Mr. Carroll remains a Vice President of
Millipore.
14
<PAGE>
(2) Amounts set forth for 1995, 1996, and 1997 indicate amounts paid in 1996,
1997 and 1998, respectively, under the Management Incentive Plan for the
achievement of corporate performance and personal goals in each of the
prior years. (See "Compensation Committee Report on Executive Compensation
at Millipore"). Amount set forth in 1996 for Mr. Zadel is for the nine-
month period commencing April 1, 1996. Amount set forth in 1997 for Mr.
Carroll includes a one time payment of approximately $35,000 in
recognition of his performing services as Chief Financial Officer of the
Company, as well as President of Millipore Asia Ltd., during the six (6)
month period ending June 30, 1997.
(3) Restricted Stock awarded by the Committee in December of each year relates
to compensation of the named executive officers to the extent its value
increases as a result of enhanced Company performance. The value of
Restricted Stock is determined by multiplying the number of Restricted
Shares awarded by closing price of Millipore Common Stock on the effective
date of the grant. On January 1, 1998, 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, 1997 ($33.9375/share)): Mr. Zadel,
25,600/$868,800; Mr. Jacoby, 2,050/$69,572; Mr. Takahashi 5,500
shares/$186,657; Mr. Carroll, 4,050 shares/$137,447 and Mr. Lary, 3,900
shares/$132,357. Dividends are paid on Restricted Stock at the same rate
as are paid to all stockholders.
(4) Stock options are granted by the Committee in December of each year and
relate to the total cash compensation of the named executive officer for
the current year. (See "Stock Options Granted in 1997" and "Management
Development and Compensation Committee Report on Executive Compensation at
Millipore.")
(5) Includes: (a) amounts contributed by the Company under its tax-qualified
defined contribution profit sharing plan to Messrs. Jacoby, Carroll and
Lary of $10,692 each; (b) Company "matching" contributions on compensation
deferred pursuant to its tax-qualified plan under Section 401(k) of the
Internal Revenue Code of $2,375, $2,375, $2,375 and $3,141 to Messrs.
Zadel, Jacoby, Carroll and Lary, 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: $7,578; $19,993, $10,173 and $4,315, to Messrs.
Zadel, Jacoby, Carroll and Lary, 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. 18.)
15
<PAGE>
STOCK OPTIONS GRANTED IN 1997
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, $1.00 par value, subject to stock options granted under the
Millipore Corporation 1995 Combined Stock Option Plan ("1995 Plan") during the
period January 1, 1997 - December 31, 1997, (ii) the percentage that each
grant represents of the total number of shares subject to stock options
granted under the 1995 Plan to all employees during the period; (iii) the
exercise price; (iv) the expiration date and (v) the present value per option
at the date of grant (December 11,1997) of the options granted using the
Black-Scholes methodology. Under the 1995 Plan, no options may be granted to
Directors who are not employees of Millipore.
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS(1)
------------------------------------------------------------
NUMBER OF % OF TOTAL
SECURITIES OPTIONS
UNDERLYING GRANTED EXERCISE OR GRANT DATE
OPTIONS TO EMPLOYEES BASE PRICE EXPIRATION PRESENT VALUE
NAME GRANTED(#) IN 1997 ($/SHARE) DATE ($10.688)(2)
- ---- ---------- ------------ ----------- ---------- -------------
<S> <C> <C> <C> <C> <C>
C. William Zadel........ 43,000 6.2% $36.9375 12/11/2007 $459,584
Hideo Takahashi......... 15,800 2.3% $36.9375 12/11/2007 168,870
Douglas B. Jacoby....... 15,300 2.2% $36.9375 12/11/2007 163,526
Michael P. Carroll...... 10,600 1.5% $36.9375 12/11/2007 113,293
John E. Lary............ 9,800 1.4% $36.9375 12/11/2007 104,742
</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. Unless otherwise agreed to by the Company, options expire
upon termination of employment, except when employment terminates as a
result of incapacity or death, and with respect to options granted after
December 1, 1997, the 1995 Plan has been amended to provide automatically
for the exercise of options after retirement from the Company. 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 1997: risk free interest rate of 5.86%; expected
life of five years; expected volatility of 25% and expected annual
dividend increase of $.04 per year.
16
<PAGE>
AGGREGATED OPTION EXERCISES IN FISCAL YEAR 1997 AND DECEMBER 31, 1997 VALUES
OF UNEXERCISED STOCK OPTIONS
The following table shows, as to those executive officers of Millipore
listed in the Summary Compensation Table above, information with respect to
unexercised options to purchase Millipore Common Stock granted in 1997 and
prior years under the 1995 Plan (and the predecessor 1985 Combined Stock
Option Plan).
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN THE MONEY OPTIONS
OPTIONS AT 12/31/97 AT 12/31/97 (2)
SHARES ACQUIRED VALUE EXERCISABLE/ EXERCISABLE/
NAME ON EXERCISE (#) REALIZED ($)(1) UNEXERCISABLE UNEXERCISABLE
- ---- --------------- --------------- ---------------------- ---------------------
<S> <C> <C> <C> <C>
C. William Zadel........ 0 0 40,000/ $0/0
163,000
Hideo Takahashi......... 6,000 $122,250 86,325/ $1,171,963/
38,975 60,987
Douglas B. Jacoby....... 22,000 $524,300 75,700/ $904,632/
44,700 67,138
Michael P. Carroll...... 0 0 23,750/ $200,990/
28,850 44,587
John E. Lary............ 0 0 54,450/ $543,248/
28,450 46,613
</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, 1997 ($33.9375 per share) and the exercise
price of the option (prior to the payment of taxes).
17
<PAGE>
PENSION PLANS
The table below shows the estimated annual benefits payable in 1997 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..................... 25,209 33,629 41,999 50,419
$150,000..................... 30,647 40,883 51,058 61,294
$175,000..................... 36,084 48,137 60,117 72,169
$200,000..................... 41,522 55,390 69,176 83,044
$225,000..................... 46,959 62,644 78,234 93,919
$250,000..................... 52,397 69,898 87,293 104,794
$300,000..................... 63,272 84,405 105,411 126,544
$400,000..................... 85,022 113,419 141,647 170,044
$450,000..................... 95,897 127,927 159,764 191,794
$500,000..................... 106,772 142,434 177,882 213,544
$550,000..................... 117,647 156,941 196,000 235,294
$600,000..................... 128,522 171,448 214,118 257,044
$650,000..................... 139,397 185,956 232,236 278,794
$700,000..................... 150,272 200,463 250,353 300,544
$750,000..................... 161,147 214,970 268,471 322,294
$800,000..................... 172,022 229,477 286,589 344,044
</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 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, 1997 full years of credited service
under the Retirement Plan for certain officers were: Mr.
18
<PAGE>
Zadel -- 1 year; Mr. Jacoby -- 22 years, Mr. Carroll 11 years and Mr. Lary 17
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, Jacoby, Carroll,
Lary 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 1997, the amounts payable to Messrs.
Zadel, Jacoby, Carroll and Lary would have been $1,327,076, $668,362, $467,590
and $435,054, 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.
19
<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 20,1998, 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.................... 19,400 *
Robert C. Bishop.................... 1,000 *
Samuel C. Butler.................... 17,172 *
Robert E. Caldwell.................. 2,500 *
Michael P. Carroll.................. 34,802 *
Maureen A. Hendricks................ 4,000 *
Mark Hoffman........................ 23,000 *
Douglas B. Jacoby................... 90,462 *
John E. Lary........................ 53,012 *
Thomas O. Pyle...................... 17,400 *
John F. Reno........................ 11,000 *
Hideo Takahashi..................... 155,825 *
C. William Zadel.................... 99,830 *
All Directors and Executive Officers
as a Group (16 persons including
those listed above):............... 540,172(2)
</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) 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, 17,000 shares
each; Mr.Butler 13,000 shares; Mr. Reno, 9,000 shares, Mrs. Hendricks,
3,500 shares and Mr. Caldwell, 2,500 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, 70,000
shares; Mr. Jacoby, 75,700 shares; Mr. Takahashi, 86,325 shares; Mr.
Carroll, 23,750 shares and Mr. Lary, 43,050 shares. Excluded from the
shares listed as beneficially owned are deferred compensation phantom
stock units accrued to the deferred compensation accounts of the following
directors: Mr. Bishop, 305.631 units; Mr. Butler, 6,871.623 units; Mrs.
Hendricks, 1,653.642 units; Mr. Pyle, 8,888.258 units and Mr. Reno,
4,626.336 units. (See "Committees, Meetings and Fees of Directors" at p.
8). Also excluded are 1,165.973 phantom stock units accrued to the account
of Mr. Zadel, and 449 phantom stock units accrued to the account of one
other officer under the Company's supplemental non-qualified benefit plan
account.
(2) Includes 383,075 shares subject to acquisition by Directors and Officers
within 60 days through the exercise of stock options. The foregoing
aggregate figure represents approximately 1.2% of the issued and
outstanding stock on such date.
20
<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 Messrs. Carroll
and Lary who failed to file on a timely basis one Form 4 relating to two
transactions and one Form 4 relating to one transaction, respectively.
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 20, 1998 the following persons are believed by Millipore to
be the beneficial owners 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>
GSB Investment Management, Inc................... 2,576,356(1) 5.91%
301 Commerce Street
Fort Worth, TX 76102
Manning & Napier Advisors, Inc................... 3,122,624(2) 7.17%
1100 Chase Square
Rochester, NY 14604
PRIMECAP Management Company...................... 4,050,800(3) 9.30%
225 South Lake Avenue
Pasadena, CA 91101
Regents of the University of California.......... 2,560,400(4) 5.86%
300 Lakeside Drive
Oakland, CA 94612
</TABLE>
- --------
(1) Sole voting and sole dispositive powers with respect to 934,240 shares and
2,440,266 shares respectively; shared dispositive power with respect to
136,090 shares.
(2) Sole voting and sole dispositive powers with respect to 2,997,799 shares
and 3,122,624 shares, respectively; shared voting power with respect to
124,825 shares.
(3) Of the shares reported as beneficially owned by PRIMECAP Management
Company, it has sole voting power and sole dispositive power over
1,550,800 shares and shared dispositive power over 2,500,000 shares. These
2,500,000 shares are reported as beneficially owned by Vanguard/PRIMECAP
Fund, Inc. of Valley Forge, Pa. which has sole voting power and shared
dispositive power over such shares.
(4) Sole voting and sole dispositive powers with respect to all of such
shares.
The foregoing information is based upon information received from the
beneficial owners as well as Schedule 13G reports filed with the Securities
and Exchange Commission by the above beneficial owners in January and
February, 1998.
21
<PAGE>
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 1997 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 1997 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.
STOCKHOLDER PROPOSALS
The deadline for receipt of stockholder proposals for inclusion in
Millipore's 1999 Proxy Statement is November 22, 1998. 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, 1997, 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 20, 1998
22
<PAGE>
SKU-960-PS-98
<PAGE>
DETACH HERE
PROXY
MILLIPORE CORPORATION
ANNUAL MEETING OF STOCKHOLDERS APRIL 16, 1998
The undersigned hereby constitutes and appoints C. WILLIAM ZADEL, FRANCIS
J. LUNGER and JEFFREY RUDIN, and each of them singly, proxies and 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 16, 1998 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) SEE REVERSE
SIDE SIDE
- ------------------ --------------------
<PAGE>
MILLIPORE YOUR PROXY CARD IS ATTACHED BELOW.
YOUR VOTE IS IMPORTANT.
MIL26 F DETACH HERE
[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 AT 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: Robert C. Bishop, Samuel C. Butler, Robert E. Caldwell
[_] FOR [_] WITHHELD
ALL FROM ALL
NOMINEES NOMINEES
[_]
-----------------------------------------
For all nominees except as noted above
MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [_]
Please sign exactly as your 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: Signature: Date:
---------------- ------- ---------------- -------
