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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
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
N/A
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):\
[_] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(1)(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:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
-------------------------------------------------------------------------
(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 in Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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[MILLIPORE LOGO]
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held April 27, 2000
To the Stockholders of
Millipore Corporation
The Annual Meeting of Stockholders of Millipore Corporation ("Millipore")
for 2000 will be held at Millipore's Offices, 80 Ashby Road Bedford,
Massachusetts 01730 on Thursday, April 27, 2000 at 11:00 a.m. local time, for
the following purposes:
1.To elect for a three-year term (expiring in 2003) 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
March 3, 2000 will be entitled to receive notice of and to vote at the meeting
and any adjournments thereof.
By Order of the Board of Directors
Jeffrey Rudin, Clerk
Bedford, Massachusetts
March 17, 2000
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
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
27, 2000 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 17, 2000.
The Board of Directors of Millipore has fixed the close of business on March
3, 2000 as the record date for the determination of stockholders entitled to
notice of and to vote at the meeting. As of March 3, 2000, there were
approximately 45,660,000 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 in effect 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
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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 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 I Directors, whose terms will expire at the
Annual Meeting of Stockholders in 2003. Each nominee in Class I is now a
director of Millipore and was elected as such at the 1997 Annual Meeting of
Stockholders. All nominees have been designated as such by the Board of
Directors based on the recommendations of the Governance and Public Policy
Committee, none of the members of which is an employee of Millipore. Seven
Directors will continue in office for the remainder of the terms indicated
below. In accordance with the Company's retirement policy for Directors,
Samuel C. Butler (a member of the Class II Directors) retired from the Board
of Directors on March 10, 2000. On February 17, 2000, the Board of Directors
elected Prof. Dr. Daniel Bellus (effective March 10, 2000) to fill the vacancy
in Class II for the remainder of the term (see p. 6). At a
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meeting of the Board of Directors held on September 23, 1999, Richard J. Lane
was elected a Director of Millipore to fill the vacancy in Class III for the
remainder of the term of Charles D. Baker, a director who had retired
previously.
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 2003 (Class I)
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Mark Hoffman, 61, Independent Investor and Consultant
[PHOTO]
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 Hermes Lens Asset Management Limited and Guinness Flight Venture
Capital Trust PLC, London.
Member: Audit and Finance Committee First elected a Director: 1976
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John F. Reno, 60, Retired Chairman, President and Chief
Executive Officer, Dynatech Corporation
[PHOTO]
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). From 1993 until his
retirement in 1999, Mr. Reno served as President and Chief Executive Officer
of Dynatech. He was also a member of the Board of Directors of Dynatech from
1993 (becoming Chairman of the Board, 1996) until his retirement. 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. He is also a Director of Nelson Irrigation Corporation and a Director
of WGBH, Boston.
Member: Governance and Public Policy Committee
First elected a Director: 1993
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[PHOTO C. William Zadel, 56, 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
specialty 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. and Matritech, Inc. 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
is Chairman of the Board of Directors of the Massachusetts High Technology
Council (February 1999). He also served as Chairman of the Health Industry
Manufacturers Association (1994-1995).
First elected a Director: 1996
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DIRECTORS CONTINUING IN OFFICE
Term Expiring at the 2001 Annual Meeting of Stockholders (Class II)
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[PHOTO] Prof. Dr. Daniel Bellus, 62, University of Fribourg
(Switzerland)
Prof. Dr. Bellus received his Master's Degree and a Ph.D. in
Chemistry from Slovak Technical University (Bratislava) in
1967. He continued his studies as a Postdoctoral Fellow at
the Federal Institute of Technology (ETH) in Zurich (1967-
1969). From 1969-1996, Prof. Dr. Bellus served in positions
of increasing responsibility with Ciba- Geigy Ltd., a Swiss
pharmaceutical company in Basel: Department Head, Central
Research Laboratories (1969-1981); Director, Central Research
Laboratories, responsible for development of several emerging synthetic
methodologies (1981-1985); Director, Research & Development, Agricultural
Division of Ciba-Geigy worldwide (1985-1991) and Director, Corporate Research
Units, responsible for the direction of Ciba-Geigy's research programs and
collaborative strategic alliances world-wide in areas of bioorganic chemistry
and biomaterials. Since 1980, he has also lectured as a Professor at the
Institute of Organic Chemistry, University of Fribourg. Since 1997, he has been
President and CEO of "Bellus Science and Innovation, International Consulting,"
located in Riehen/Basel (Switzerland) and a global Head of Additives Research
of Ciba SC Inc., Basel. Prof. Dr. Bellus has been a named inventor on 48
patents and is the author or co-author of numerous scientific papers relating
to the synthesis and use of compounds for the chemical and pharmaceutical
industries. He has received numerous scientific honors including Gold Medal of
the Slovak Chemical Society (1993); Fellow of the Royal Society of Chemistry
(U.K.) (1996); Honorary Ph.D. of Czech Technical University (Prague) (1997) and
Foreign Fellow of the Japan Society for the Promotion of Science (1999). Prof.
Dr. Bellus is a member of many scientific societies, including American
Chemical Society; European Industrial Research Management Association and the
American Association for the Advancement of Science. He also serves as a member
of the Board of Swiss Chemical Society and as a member and delegate of Swiss
IUPAC Committee. Prof. Dr. Bellus is Chairman of the Board of the Ciba SC
Research Foundation. On February 17, 2000, Prof. Dr. Bellus was elected to the
Board of Directors of Millipore effective March 10, 2000.
Member: Management Development and Compensation Committee
First elected a Director: 2000
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[PHOTO]
Robert C. Bishop, 57, Chairman of the Board, 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 businesses (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,
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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. From 1992-1999, Dr. Bishop served as President and
Chief Executive Officer of AutoImmune, Inc., a biopharmaceutical company.
During 1999, he assumed his current position as Chairman of the AutoImmune
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.
Member: Management Development and Compensation Committee
First elected a Director: 1997
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Robert E. Caldwell, 63, Retired Vice President and General
[PHOTO] 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. From 1990 until his retirement in September 1998,
Mr. Caldwell served as Vice President and General Manager of Digital
Semiconductor Division of Digital Equipment Corporation, supplier of networked
computer systems, software and services.
Chair: Management Development and Compensation Committee
First elected a Director: 1996
Term Expiring at the 2002 Annual Meeting of Stockholders (Class III)
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Elaine L. Chao, 46, Distinguished Fellow, The Heritage
[PHOTO] Foundation
Ms. Chao received her A.B. degree in economics from Mount
Holyoke College and an M.B.A. from the Harvard Business
School. After business school, Ms. Chao joined Citicorp, New
York, specializing in transportation finance. In 1983, she
was selected as a White House Fellow to serve in the Office
of Policy Development at The White House. After the White
House, Ms. Chao returned to banking as Vice President of
Syndications at BankAmerica Capital Markets Group, San
Francisco, CA. In 1986 she was appointed Deputy Administrator of the Maritime
Administration and subsequently Chairman of the Federal Maritime Commission in
1988. In 1989, Ms. Chao was appointed Deputy Secretary of the U.S. Department
of Transportation. In 1991, she was appointed Director of the Peace Corps, the
world's largest international volunteer organization, where she started the
first Peace Corps programs in the former Soviet Union. In 1992, Ms. Chao was
recruited to be President and Chief Executive Officer of United Way of America
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during its most severe crisis. Under her tenure, integrity and public
confidence was restored to America's premier charitable organization. In 1996,
Ms. Chao joined The Heritage Foundation, the premier policy research institute
in Washington, D.C as a Distinguished Fellow. Ms. Chao is the recipient of
numerous honors and awards for her professional accomplishments and community
service. She is the recipient of eleven honorary degrees and serves on a number
of nonprofit and corporate boards.
Member: Governance and Public Policy CommitteeFirst elected a Director: 1998
- --------------------------------------------------------------------------------
[PHOTO] Maureen A. Hendricks, 48, 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. Since the acquisition of Salomon Brothers by The Travelers Group
and the latter's subsequent merger with Citicorp, she is now Head of the Global
Energy and Power Group of the combined Salomon Smith Barney, Inc.
Mrs. Hendricks previously served on the Board of Directors of the Young Women's
Christian Association (YWCA) of the U.S.A. and the New Jersey Shakespeare
Festival.
Chair: Audit and Finance Committee First elected a Director: 1995
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Richard J. Lane, 49, President, Worldwide Medicines,
[PHOTO] Bristol-Myers Squibb Company
Mr. Lane received an undergraduate degree from Temple
University in 1973 and an M.B.A. in 1978 from The Wharton
School, University of Pennsylvania. From 1973 to 1980, Mr.
Lane held various sales and product management positions with
Lederle Labs (1973-1979) and A.H. Robins & Co. (1979-1980).
In 1980 Mr. Lane joined Merck & Company, Inc., a leading
pharmaceutical company, and served in positions of increasing
responsibility in marketing and business planning and
development, including Director, Business Development (1984-1986); Executive
Director of Marketing (1989- 1990); Managing Director, Merck, Sharp and Dohme
(Europe) in the U.K. (1990-1991); Senior Vice President, Europe, Merck Human
Health Division (1991-1993) and President, Merck Human Health North America
(1994). In 1995, Mr. Lane joined Bristol-Myers Squibb Company, a diversified
worldwide health and personal care products company as Senior Vice President,
Marketing and Medical, U.S. Primary Care Division, becoming President, U.S.
Pharmaceutical Primary Care Division (1997) and President, U.S. Pharmaceutical
Group (1997-1998). In 1998, Mr. Lane
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assumed the position of President, U.S. Medicines and Worldwide Franchise
Management. He was also responsible for the Company's U.S. and Japan Consumer
Medicines businesses. In January, 2000, Mr. Lane assumed responsibility as
President, Worldwide Medicines, Bristol-Myers Squibb. Mr. Lane serves as a
member of numerous civic and non-profit associations, including membership on:
the Board of Directors, Juvenile Diabetes Foundation of Mid-Jersey; the Board
of Directors for the National Pharmaceutical Council; and the Board of
Directors for the American Foundation of Pharmaceutical Educators. Mr. Lane is
also a member of the Board of Trustees for the Healthcare Institute of New
Jersey.
Member: Audit and Finance Committee First elected a Director: 1999
- --------------------------------------------------------------------------------
Thomas O. Pyle, 60, Independent Business Advisor and
[PHOTO] Corporate Director of Healthcare Organizations
Mr. Pyle attended Massachusetts Institute of Technology
(1956-1957). 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 (excluding a year of
independent study at the University of Oxford, 1990). 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 to the Group, until late
1997. Mr. Pyle served as a Director of Controlled Risk Insurance Company, Ltd.
from 1976-1996 (Chairman 1976-1989) and rejoined the Board of Directors in
1999. He is also a Director of a related organization, Risk Management
Foundation of the Harvard Medical Institutions. Mr. Pyle serves as a director
of several healthcare-related organizations including The Codman Group; Lincare
Holdings, Inc.; and eMed Technologies. He is also a member of the Board of
Directors of Medical Education for South African Blacks.
Chair: Governance and Public Policy Committee First elected a Director: 1987
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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 four times
during 1999.
The Governance 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. It also has oversight
authority on corporate governance matters. 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 Governance and
Public Policy Committee held four meetings during 1999.
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
three times during 1999.
During 1999, the Millipore Board of Directors held six meetings. Members of
the Board of Directors received an annual retainer of $19,000 ($21,000
effective April 27, 2000), 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
1999.
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
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("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 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. 24.) Upon
retirement or earlier termination of service 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
in cash 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.
In addition to the compensation set forth above, "Eligible Directors" (those
who are not employees of Millipore) received stock options to purchase shares
of Millipore Common Stock under the terms of the 1999 Stock Option Plan for
Non-Employee Directors (the "1999 Plan") (approved by the Stockholders in
April, 1999). Mr. Zadel is not an Eligible Director. Under the terms of the
1999 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 1999 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, an appropriate adjustment in the option price and number of shares
granted shall be made. In the event of a consolidation or merger in which the
Company is not the surviving corporation or which results in the acquisition
of substantially all of the Company's assets, all outstanding options shall
terminate except that the Board of Directors may, prior to the consummation of
such transaction, accelerate the vesting of such options pursuant to a formula
provided under the 1999 Plan or, in lieu thereof, may provide that any
surviving or acquiring corporation grant replacement options. 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 or 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 1999. The tables and textual information set forth
following the report (pp.16-20) disclose such compensation for the five most
highly compensated executive officers for 1999.
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." 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
11
<PAGE>
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 targeted cash compensation is set near the midpoint
of the total cash compensation paid to chief executive officers of the
Comparables, taking into account an evaluation of the CEO's performance during
the year. Total targeted cash compensation for substantially all of the other
executive officers is simultaneously set within the same range by reference to
data provided to Millipore by an outside consulting firm, on officers of the
Comparables with similar job responsibilities. These Comparables are not all
of the same companies that would be included in a peer group established to
compare stockholder returns and are not the same companies included in the S&P
Manufacturing-Diversified Industrial Index reflected in the performance graph
on p. 15.
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 60% of base salary for
participants (approximately 190 people in 1999) 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 1998 meeting, the Committee approved performance
goals relating to growth in Sales, Contribution and Cash Flow for 1999. Growth
in Sales was given the most "weight" and Contribution and Cash Flow were each
given lesser weight. The Committee also established 1999 personal goals for
the CEO which focused on increase in shareholder value; achievement of
strategic initiatives and financial objectives; and implementation of
management development and succession planning processes. Further, the
Committee reviewed the establishment by the CEO of the personal goals for the
other executive officers of the Company, which included continued development
of market and product strategies to meet customer needs; implementation of
information systems on a global basis; reinforcement of business processes and
development and planning processes throughout the Company to build access to
talent.
Upon review (in December 1998) of the base salaries paid to the chief
executive officers of the Comparables, Mr. Zadel's base annual compensation
for 1999 was fixed at $630,000. The difference from the base salary he
received in 1998 ($605,000) resulted from analysis of data for other executive
officers with similar job responsibilities and took into account the base
salaries paid by the Comparables to their chief executive officers as well as
an evaluation of Mr. Zadel's performance during the year. That portion (i.e.,
60% of base salary) of Mr. Zadel's total targeted cash compensation dependent
upon the Company meeting its targeted (projected corporate performance) goals,
was the same as in the prior year. Adjustments in the base
12
<PAGE>
salaries and target incentive payout opportunities of substantially all of the
other executive officers for 1999 resulted as well. The number of stock
options granted to Mr. Zadel in December 1999 was 130,000 and the number of
shares of Restricted Stock awarded (effective January 3, 2000), 15,000.
In establishing the total compensation for the CEO and the other executive
officers in December, 1999, equity compensation was determined in accordance
with the Guiding Principles. 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 increased over prior years, with stock
options being the 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 or with respect to Restricted Stock awarded in
December 1997 and subsequent years, to allow, at the discretion of the
Committee, for certain accelerated 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 during the time the options and Restricted Stock are
recommended. 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, 2000, the Committee reviewed the results of
financial operations for 1999 and noted that corporate performance exceeded
target (projected corporate) performance. 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 2000) in the amounts set forth in the
Summary Compensation Table (p. 16).
The Committee, at the February 2000 meeting, also reviewed and amended the
Management Incentive Plan to more closely align variable compensation
opportunities with the business dynamics of the industries and markets served
by the Company. The Committee determined that the cyclical nature of certain
market segments could result in inequitable incentive payments that did not
reflect individual or divisional effort. In order to avoid such inequities,
the Committee amended the Plan in establishing performance criteria for the
year 2000 (and subsequent years) by modifying the levels of "threshold" and
"stretch" achievement goals, for participants having divisional
responsibilities, to align potential incentive payments more closely with
divisional (not corporate) performance. The Committee also retained discretion
to further adjust future payments under the Management Incentive Plan to
maintain the Plan as a means of compensating senior management according to
achievement of specific performance goals tied to strategic business
priorities.
13
<PAGE>
The Company has, in the past, structured its variable compensation program
to meet the requirements for a "performance based" plan under Section 162(m)
of the Internal Revenue Code of 1986 (the "Code"). The Committee determined,
however, that to retain maximum flexibility in administering the Management
Incentive Plan, as amended, and to pay competitive compensation reflecting the
business dynamics of the markets served by the Company, it may in the future
authorize payments that may not meet the requirements of Section 162(m) of the
Code.
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. 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 1999 referred to above were undertaken in 1997, 1994 and 1991.
The foregoing report has been furnished by the Management Development and
Compensation Committee.
Robert E. Caldwell, Chairman
Robert C. Bishop
Samuel C. Butler
14
<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, 1994 through
December 31, 1999, among Millipore, the S&P 500 Index and the S&P
Manufacturing-Diversified Industrial Index (including Millipore). It assumes
$100 invested on December 31, 1994 in each of the two indices and in Millipore.
Comparison of Five Year Cumulative Total Return
[CHART]
[PLOT POINTS TO COME]
Year End
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
--------------------------------------------------------------------------------------------
Dec. 94 Dec. 95 Dec. 96 Dec. 97 Dec. 98 Dec. 99
--------------------------------------------------------------------------------------------
S&P 500 100.00 137.58 169.17 225.60 290.08 351.12
--------------------------------------------------------------------------------------------
S&P Manufacturing-Diversified Industrials 100.00 140.82 194.06 231.09 267.84 329.26
--------------------------------------------------------------------------------------------
MIL 100.00 171.58 174.27 144.36 122.28 169.10
--------------------------------------------------------------------------------------------
</TABLE>
The information which forms the basis for the graph above has been provided by
Standard & Poor's Compustat, a division of McGraw-Hill.
15
<PAGE>
Executive Compensation
The following table sets forth all cash compensation as well as certain
other compensation paid or accrued through March 3, 2000, 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, 1999, 1998 and 1997.
Summary Compensation Table
<TABLE>
<CAPTION>
Long Term
Annual Compensation* Compensation**
----------------------- ------------------------
Awards
------------------------
Name and Principal Restricted Securities
Position or Number in Stock Underlying All Other
Group Year Salary(1) Bonus(2) Awards(3) Options(#)(4) Compensation(5)
- --------------------- ---- -------- -------- ---------- ------------- --------------
<S> <C> <C> <C> <C> <C> <C>
C. William Zadel........ 1999 $630,000 $631,260 $579,375 130,000 $ 55,248
Chairman, President and 1998 605,004 0 283,125 46,000 74,853
Chief Executive Officer 1997 550,000 241,901 190,050 43,000 58,410
Douglas B. Jacoby....... 1999 $338,004 $282,323 $ 0 0 $ 29,743
Vice President 1998 328,000 0 92,263 23,300 37,961
1997 288,456 76,122 69,572 15,300 33,060
Hideo Takahashi......... 1999 $321,809 $331,916 $193,125 35,000 $108,096
Vice President and 1998 321,000 0 94,847 22,900 251,938
President, Nihon 1997 298,017 86,237 71,269 15,800 100,061
Millipore Ltd.
Francis J. Lunger....... 1999 $309,000 $279,601 $463,500 80,000 $ 27,168
Vice President and
Chief 1998 294,000 0 86,353 20,900 31,898
Financial Officer and 1997 136,564 75,618 66,178 59,700 11,157
Treasurer (7/1/97--
1/10/2000)
Michael P. Carroll...... 1999 $260,005 $242,167 $ 96,563 22,000 $ 27,026
Vice President 1998 250,000 0 73,613 20,700 34,363
1997 200,004 90,301 49,209 10,600 23,240
</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 1999 did not exceed the lesser of $50,000 or 10% of
compensation (salary plus bonus) reported 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 set forth for Mr.
Lunger for 1997 is for the six-month period commencing with his election
on July 1, 1997 as Vice President, Chief Financial Officer and Treasurer
of Millipore. Mr. Lunger was appointed Executive Vice President and Chief
Operating Officer of the Company on January 10,
16
<PAGE>
2000 and resigned as Chief Financial Officer and Treasurer upon the
appointment of Kathleen B. Allen as Vice President, Chief Financial Officer
and Treasurer. Mr. Jacoby resigned as Vice President of the Company on
January 10, 2000. Amount set forth for Mr. Takahashi has 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.
(2) Amounts set forth for 1997 and 1999 indicate amounts paid in 1998 and
2000, respectively, under the Management Incentive Plan for the
achievement of corporate performance and personal goals in each of the
prior years. No payments were made in 1999 as corporate performance goals
were not achieved in 1998. (See "Management Development and Compensation
Committee Report on Executive Compensation at Millipore"). Amount set
forth for Mr. Lunger for 1997 is for the six-month period commencing July
1, 1997. 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) The value of Restricted Stock is determined by multiplying the number of
shares of Restricted Stock awarded by the closing price of Millipore
Common Stock on the effective date of the grant. On January 3, 2000, the
following executive officers held the total number/current market value of
Restricted Stock (including awards relating to compensation in 1999 and
determined by multiplying the number of shares by the closing price of
Millipore Common Stock on December 31, 1999 ($38.625 per/share)): Mr.
Zadel, 40,600 shares/$1,568,175; Mr. Jacoby, 5,450 shares/$210,507; Mr.
Takahashi, 10,450 shares/$403,632; Mr. Lunger, 17,000 shares/$656,625 and
Mr. Carroll, 6,550 shares/$252,994. Dividends are paid on Restricted Stock
at the same rate as are paid to all stockholders. Included within the
shares of Restricted Stock held by executive officers are certain shares
subject to accelerated release of the restrictions as provided by the
Millipore Corporation Long Term Restricted Stock (Incentive) Plan in
effect prior to April 1999 (the "Plan"): Mr. Zadel: 5,200 shares;
Mr. Takahashi, 1,817 shares; Mr. Lunger, 1,667 shares and Mr. Carroll,
1,350 shares. (With respect shares of Restricted Stock released to Mr.
Jacoby, see "Executive Termination Agreements," p. 23). The Plan provided
for the accelerated release of restrictions on certain shares awarded in
1998 and 1999 upon the achievement of corporate performance goals
established by the Management Development and Compensation Committee at
the time of the awards. Corporate performance goals for 1999 with respect
to an increase in earnings per share having been met, restrictions on one
third of each award of Restricted Stock granted in 1998 and 1999 were
accelerated and the shares vested on January 19, 2000.
(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 1999" 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. Zadel, Jacoby, Lunger
and Carroll of $10,548 each; (b) Company "matching" contributions on
compensation deferred pursuant to its tax-qualified plan under Section
401(k) of the Internal Revenue Code of $2,500, $5,000, $1,250 and $2,050
to Messrs. Zadel, Jacoby, Lunger and Carroll 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
17
<PAGE>
compensation which may be deferred under tax-qualified plans: $42,200,
$14,195, $4,904, and $12,800, to Messrs. Zadel, Jacoby, Lunger and Carroll,
respectively; (d) amount accrued in 1999 in a non-qualified deferred
compensation account ($10,466) to provide Mr. Lunger with those benefits
provided by the Company's defined contribution and defined benefit plans as
if he had met the eligibility requirements for those plans for that period
of time until he actually met such requirements (August 1999), at which
time sums held in the account were transferred to the Supplemental Plan
(see "Pension Plans" p. 21) and the deferred compensation account was
terminated; and (e) $1,627 imputed interest on the loan to Mr. Carroll (see
"Indebtedness of Management," p. 22). Amounts included for Mr. Takahashi
represent annual accruals by Nihon Millipore Ltd. for a retirement
allowance under the Nihon Millipore Ltd. Directors Retirement Plan. (See
"Pension Plans.")
18
<PAGE>
Stock Options Granted in 1999
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, $1.00 par value, subject to stock options granted under the
Millipore Corporation 1999 Stock Incentive Plan ("1999 Plan") (approved by
Stockholders in April 1999) during the period January 1, 1999-December 31,
1999, (ii) the percentage that each grant represents of the total number of
shares subject to stock options granted under the 1999 Plan to all employees
during the period; (iii) the exercise price; (iv) the expiration date and (v)
the present value per option at the date of grant (December 9, 1999) of the
options granted using the Black-Scholes methodology. Under the 1999 Plan, no
options may be granted to Directors who are not employees of Millipore.
<TABLE>
<CAPTION>
Individual Grants(1)
--------------------------------------------------------
Number of % of Total
Securities Options Grant Date
Underlying Granted to Exercise or Present
Options Employees Base Price Expiration Value
Name Granted (#) in 1999 ($/Share) Date ($12.89)(2)
---- ----------- ---------- ----------- ---------- ----------
<S> <C> <C> <C> <C> <C>
C. William Zadel..... 130,000 10.68% $35.125 12/9/2009 $1,675,700
Douglas B. Jacoby.... -- -- -- -- --
Hideo Takahashi...... 35,000 2.88% $35.125 12/9/2009 $ 451,150
Francis J. Lunger.... 80,000 6.57% $35.125 12/9/2009 $1,031,200
Michael P. Carroll... 22,000 1.80% $35.125 12/9/2009 $ 283,580
</TABLE>
(1) The 1999 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 or as may be
otherwise provided by the 1999 Plan, options expire ninety days after
termination of employment, except the 1999 Plan provides automatically for
continued vesting and ability to exercise stock options previously granted
for a fixed period of time after retirement (at a certain age and with a
certain number of years of service) 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.
(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 assumptions in
1999: risk free interest rate of 6.23%; expected life of five years;
expected volatility of 35% and no expected annual dividend increase.
19
<PAGE>
Aggregated Option Exercises in Fiscal Year 1999 and December 31, 1999 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 1999 and
prior years under the Millipore Corporation 1999 Stock Incentive Plan (and the
predecessor 1995 and 1985 Combined Stock Option Plans).
<TABLE>
<CAPTION>
Number of
Securities
Underlying Value of
Unexercised Unexercised In the
Options at Money Options at
Shares 12/31/99 12/31/99 (2)
Acquired on Value Exerciseable/ Exerciseable/
Name Exercise (#) Realized ($)(1) Unexercisable Unexercisable
---- ------------ --------------- --------------- ------------------
<S> <C> <C> <C> <C>
C. William Zadel........ 0 0 153,000/226,000 $ 181,437/836,750
Douglas B. Jacoby....... 42,500 $952,079 71,425/29,775 $ 478,500/182,198
Hideo Takahashi......... 9,200 $167,375 103,150/63,250 $1,441,271/302,214
Francis J. Lunger....... 0 0 35,075/125,525 $ 63,020/444,255
Michael P. Carroll...... 0 0 49,675/45,625 $ 43,630/236,343
</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 31,1999 ($38.625 per share) and the exercise
price of the option (prior to the payment of taxes).
20
<PAGE>
Pension Plans
The table below shows the estimated annual benefits payable in 1999 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 Benefits for
Indicated Years of Credited Service
------------------------------------------------------
Average Earnings During
Five Highest
Consecutive Years in
Fifteen Years Prior To 30 (and more
Retirement 15 20 25 than 30)(1)
- ----------------------- ------------ ------------ ------------ ---------------
<S> <C> <C> <C> <C>
$125,000 24,826 33,101 41,376 49,651
$150,000 30,263 40,351 50,438 60,526
$175,000 35,701 47,601 59,501 71,401
$200,000 41,138 54,851 68,563 82,276
$225,000 46,576 62,101 77,626 93,151
$250,000 52,013 69,351 86,688 104,026
$300,000 62,888 83,851 104,813 125,776
$350,000 73,763 98,351 122,938 147,526
$400,000 84,638 112,851 141,063 169,276
$450,000 95,513 127,351 159,188 191,026
$500,000 106,388 141,851 177,313 212,776
$550,000 117,263 156,351 195,438 234,526
$600,000 128,138 170,851 213,563 256,276
$650,000 139,013 185,351 231,688 278,026
$700,000 149,888 199,851 249,813 299,776
$750,000 160,763 214,351 267,938 321,526
$800,000 171,638 228,851 286,063 343,276
</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 excess benefit plan
(the "Supplemental Plan"), to operate in conjunction with the Company's tax
qualified plans (i.e., Retirement Plan, Participation Plan and Savings
(section 401(k)) Plan) to provide certain "key" employees (13 persons) with
the benefits such employees would otherwise be entitled to receive under the
tax-qualified plans except for the limitations and
21
<PAGE>
restrictions imposed by the Internal Revenue Code (the "Code") limiting the
amount of retirement benefits and deferred compensation that may be received
under the Company's tax-qualified plans. The Supplemental Retirement and
Participation Plans provide these employees with benefits equal to the
benefits such employees would be entitled to receive under the terms of the
tax-qualified Retirement and Participation Plans (see above) if the benefits
payable from those plans were not limited by the provisions of the Code. The
Supplemental Savings Plan allows for supplemental salary deferrals and
employer "matching" contributions to those deferrals and contributions made
under the tax-qualified savings plan investment options (including a "mirror
image" Millipore Common Stock fund). Participant accounts in the "mirror
image" stock fund are credited with deferred compensation stock units (in lieu
of shares of Millipore Common Stock) on the last business day of each month,
based on the average closing price of Millipore Common Stock during that
month. Dividends payable on Millipore Common Stock are also credited to the
"mirror image" stock fund as deferred compensation stock units. Executive
Officers subject to Section 16 of the Securities Exchange Act of 1934, as
amended, may not effect an intraplan transfer of Millipore Common Stock
(including deferred compensation stock units) more than once in any six month
period. In the event of a Participant's termination of employment,
distributions from the Supplemental Plan are made on the same basis as under
the tax-qualified plans.
Officers participate in the Retirement Plan on the same basis as other
Millipore employees. As of December 31, 1999 full years of credited service
under the Retirement Plan for certain officers were: Mr. Zadel--3 years; Mr.
Jacoby--24 years, Mr. Lunger--2 years and Mr. Carroll--13 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 eight 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.
Indebtedness of Management
In the Fall of 1999 Michael P. Carroll resigned his position as President of
Millipore Asia Ltd. (Hong Kong) and accepted the position of Vice
President/General Manager of the Company's Microelectronics Gas Process
Division in Allen, Texas. To assist with his relocation from Hong Kong, the
Company entered into an agreement and Promissory Note (the "Note") with Mr.
Carroll in December 1999 to provide him with a loan of $450,000 for the
purchase of his residence in Texas. The Note provides that the loan will bear
no interest for 36 months from the date of issue, and will bear interest at
the prime rate then prevailing on any agreed to extensions. Under the Internal
Revenue Code of 1986, however, interest on the loan is deemed to be
compensation (see Footnote (5) to "Summary Compensation Table," p. 18). The
loan is secured by certain real and personal property owned by Mr. Carroll.
22
<PAGE>
Executive Termination Agreements
Millipore has entered into agreements with Messrs. Zadel, Jacoby, Takahashi,
Lunger and Carroll as well as three other executive officers and three senior
managers, 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 target total cash
compensation received in any twelve month period during the past 3 years (if
such provisions had been triggered during 1999, the amounts payable to Messrs.
Zadel, Jacoby, Takahashi, Lunger and Carroll would have been $1,693,810,
$808,244, $794,420 $739,236 and $680,602, respectively), medical, dental and
life insurance benefits, 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; shares of restricted
stock become free of any restrictions 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.
On January 10, 2000, Douglas B. Jacoby resigned as Vice President of
Millipore. The Company entered into an agreement with Mr. Jacoby providing for
salary continuation (total target compensation) for two years ($507,000/yr.);
continuation of certain health benefits; and executive outplacement services.
In addition, the vesting schedule for all unexercised stock options and
Restricted Stock held by Mr. Jacoby accelerated to the date of his
resignation.
Certain Relationships and Related Transactions
During 1999, Bristol-Myers Squibb Company purchased an aggregate of
approximately $8.3 million of products from Millipore and its subsidiaries.
Richard J. Lane, a Director of Millipore since September 1999, is currently
President, Worldwide Medicines, Bristol-Myers Squibb Company. The relationship
between Millipore and Bristol-Myers Squibb Company predates by many years Mr.
Lane's election as a Director.
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, by each Director or nominee; each of the five
23
<PAGE>
most highly compensated executive officers and all directors and executive
officers as a group on March 10, 2000 (January 10, 2000 with respect to Mr.
Jacoby). 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>
Amount and
Nature of
Shares
Beneficially % of
Name of Beneficial Owner Owned (1) Class
------------------------ ------------ -----
<S> <C> <C>
Daniel Bellus........................................ -- --
Robert C. Bishop..................................... 7,183.9 *
Robert E. Caldwell................................... 9,043.8 *
Michael P. Carroll................................... 66,944.3 *
Elaine L. Chao....................................... 2,919.8 *
Maureen A. Hendricks................................. 14,576.8 *
Mark Hoffman......................................... 24,814.7 *
Douglas B. Jacoby.................................... 86,952 *
Richard J. Lane...................................... 377.2 *
Francis J. Lunger.................................... 51,850.1 *
Thomas O. Pyle....................................... 32,077.4 *
John F. Reno......................................... 21,589.7 *
Hideo Takahashi...................................... 181,060 *
C. William Zadel..................................... 234,265.9 *
All Directors and Executive Officers as a Group
(22 persons including those listed above):.......... 1,103,371(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 1999 Stock Option Plan
for Non-Employee Directors (and the predecessor 1989 Plan) which the
following directors have the right to acquire within 60 days: Messrs.
Hoffman and Pyle, 17,000 shares each; Mr. Reno, 13,000 shares, Mrs.
Hendricks, 9,500 shares, Mr. Caldwell, 6,000 shares, Mr. Bishop, 3,500
shares and Ms. Chao, 1,500 shares; (ii) shares subject to stock options
under the Millipore Corporation 1999 Stock Incentive Plan (and the
predecessor 1995 and 1985 Combined Stock Option Plans) which the following
executive officers have the right to acquire within 60 days: Mr. Zadel,
183,000 shares; Mr. Jacoby, 89,587 shares; Mr. Takahashi, 103,150 shares;
Mr. Lunger, 35,075 shares and Mr. Carroll, 49,675 shares. Included in the
shares listed as beneficially owned are deferred compensation phantom
stock units ("Purchased Units") credited to the deferred compensation
accounts of the following directors: Mr. Bishop, 2,183.9 units; Mr.
Caldwell, 1,043.8 units; Ms. Chao, 1,419.8 units; Mrs. Hendricks, 3,576.8
units; Mr. Hoffman, 706.7 units; Mr. Lane, 377.2 units; Mr. Pyle, 11,074.4
units and Mr. Reno, 6,589.7 units. Purchased units are payable only in
cash upon the Director's retirement or earlier termination of service from
the Board of Directors. (See "Committees, Meetings and Fees of Directors"
at p. 10.) Also included are 1,192.1 deferred compensation phantom stock
units and 558.1 deferred compensation phantom stock units credited to the
accounts of Messrs. Zadel and Lunger, respectively, under the Company's
non-qualified Supplemental Plan (see Pension Plans at p. 21), and
acquisitions by Messrs. Zadel and Carroll of 664.8 shares and
24
<PAGE>
715.6 shares, respectively, under the Company's 1995 Employees' Stock
Purchase Plan, as amended (approved by the Stockholders in April 1999)(the
"Plan"). All regular employees, including executive officers (approximately
2600 employees in 1999) are eligible to participate in the Plan. The Plan
provides for a series of annual offerings, commencing on June 1st
("Offering Date"), and permits eligible participants to purchase shares of
Millipore Common Stock by means of payroll deduction at the lower of 85% of
the Fair Market Value on the Offering Date or 85% of the Fair Market Value
on the last day of August, November, February and May ("Alternate Offering
Dates"). The Plan provides for certain limitations on the maximum amount of
payroll deductions to purchase shares and the maximum number of shares that
can be purchased by any participant during an Offering Period. It is
intended that the Plan constitutes an "employee stock purchase plan" within
the meaning of Section 423 of the Internal Revenue Code of 1986.
(2) Includes 769,995 shares subject to acquisition by Directors and Officers
within 60 days through the exercise of stock options. The foregoing
aggregate figure represents approximately 2.4% of the issued and
outstanding stock on such date.
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. 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 March 3, 2000 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 of Percent
beneficial of
Name and address of beneficial owner ownership class
------------------------------------ ----------- -------
<S> <C> <C>
PRIMECAP Management Company................................ 5,511,710(1) 12.18%
225 South Lake Avenue #400
Pasadena, CA 91101-3005
Capital Research and Management Company ("CRMC")........... 2,880,600(2) 6.4%
333 South Hope Street
Los Angeles, CA 90071
</TABLE>
(1) Of the shares reported as beneficially owned by PRIMECAP Management, a
registered investment company, it has sole voting power with respect to
1,170,710 of such shares and sole dispositive power with respect to all
of such shares. Of the total number of shares reported by PRIMECAP
Management Company, Vanguard/PRIMECAP Fund, Inc. of Valley Forge, Pa
reports as beneficially owned 2,820,000 shares over which it has sole
voting power.
25
<PAGE>
(2) CRMC, a registered investment adviser, has sole dispositive power (but no
voting power) with respect to all of such shares and specifically
disclaims beneficial ownership with respect to all shares.
The foregoing information is based upon Schedule 13G reports filed with the
Securities and Exchange Commission by the above beneficial owners in January-
February, 2000.
26
<PAGE>
ACCOUNTANTS
Since 1970, PricewaterhouseCoopers, L.L.P., or its predecessor 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 PricewaterhouseCoopers,
L.L.P as Millipore's independent public accountants for fiscal 1999 and has
also reviewed and approved the scope and nature of the services to be
performed for Millipore by that firm. Representatives of
PricewaterhouseCoopers, L.L.P. 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 1999 were examined and reported upon by
PricewaterhouseCoopers, L.L.P. 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 2001 Proxy Statement is November 19, 2000. 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, Clerk, Millipore Corporation,
on or before the foregoing date.
The deadline for receipt of timely notice of stockholder proposals for
submission to the Millipore 2001 Annual Meeting of Stockholders without
inclusion in Millipore's 2001 Proxy Statement is February 2, 2001. Unless such
notice is received by Millipore at 80 Ashby Road, Bedford, Massachusetts
01730, Attention Jeffrey Rudin, Clerk, Millipore Corporation, on or before the
foregoing date, proxies with respect to such meeting will confer discretionary
voting authority with respect to any such matter.
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, 1999, 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 17, 2000
27
<PAGE>
MILLIPORE
YOUR PROXY CARD IS ATTACHED BELOW.
YOUR VOTE IS IMPORTANT.
Regardless of whether you plan to attend the Annual Meeting of Stockholders, you
can be sure your shares are represented at the meeting by returning your proxy
in the enclosed envelope.
MLI27A
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 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: (01) Mark Hoffman, (02) John F. Reno, (03) C. William Zadel
FOR ALL NOMINEES [ ] [ ] WITHHELD FROM ALL 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: _____________________
<PAGE>
MLI279
DETACH HERE
PROXY
MILLIPORE CORPORATION
Annual Meeting of Stockholders April 27, 2000
The undersigned hereby constitutes and appoints C. WILLIAM ZADEL,
KATHLEEN B. ALLEN 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 27, 2000 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.
(Continued on reverse side)
- ------------------------ ------------------------
SEE REVERSE SIDE SEE REVERSE SIDE
- ------------------------ ------------------------
