<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant / /
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section240.14a-11(c) or
Section240.14a-12
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/ / No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
(1) Title of each class of securities to which transaction applies:
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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
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/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
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previously. Identify the previous filing by registration statement number,
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<PAGE>
ELECTRO SCIENTIFIC INDUSTRIES, INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To the Shareholders of
ELECTRO SCIENTIFIC INDUSTRIES, INC.:
The Annual Meeting of Shareholders of Electro Scientific Industries, Inc.
(ESI) will be held at ESI's Offices, 14000 NW Science Park Drive, Portland,
Oregon, on Friday, September 19, 1997 at 1:00 p.m. Pacific time, for the
following purposes:
1. Electing two directors for a term of three years.
2. Voting on the selection of independent auditors for the Company.
3. Transacting such other business as may properly come before the
meeting.
Only shareholders of record at the close of business on July 25, 1997 will
be entitled to vote at the annual meeting.
You are requested to date and sign the enclosed proxy and return it by mail.
You may attend the meeting in person even though you have sent in your proxy,
since retention of the proxy is not necessary for admission to or identification
at the meeting.
By Order of the Board of Directors
Larry T. Rapp
VICE PRESIDENT AND CORPORATE SECRETARY
Portland, Oregon
August 15, 1997
<PAGE>
ELECTRO SCIENTIFIC INDUSTRIES, INC.
PROXY STATEMENT
The mailing address of the principal executive offices of the Company is
13900 NW Science Park Drive, Portland, Oregon 97229-5497. The approximate date
this proxy statement and the accompanying proxy form are first being mailed to
shareholders is August 22, 1997.
SOLICITATION AND REVOCABILITY OF PROXY
The enclosed proxy is solicited on behalf of the Board of Directors of
Electro Scientific Industries, Inc., an Oregon corporation, for use at the
Annual Meeting of Shareholders to be held on September 19, 1997. The Company
will bear the cost of preparing and mailing the proxy, proxy statement and any
other material furnished to the shareholders by the Company in connection with
the annual meeting. Proxies will be solicited by use of the mails, and officers
and employees of the Company may, without additional compensation, also solicit
proxies by telephone or personal contact. Copies of solicitation materials will
be furnished to fiduciaries, custodians and brokerage houses for forwarding to
beneficial owners of the stock held in their names.
Any person giving a proxy in the form accompanying this proxy statement has
the power to revoke it at any time before its exercise. The proxy may be revoked
by filing an instrument of revocation or a duly executed proxy bearing a later
date with the Corporate Secretary of the Company. The proxy may also be revoked
by affirmatively electing to vote in person while in attendance at the meeting.
However, a shareholder who attends the meeting need not revoke the proxy and
vote in person unless he or she wishes to do so. All valid, unrevoked proxies
will be voted at the Annual Meeting in accordance with the instructions given.
VOTING SECURITIES AND PRINCIPAL SHAREHOLDERS
The Common Stock is the only outstanding authorized voting security of the
Company. The record date for determining holders of Common Stock entitled to
vote at the Annual Meeting is July 25, 1997. On that date there were 9,489,702
shares of Common Stock outstanding, entitled to one vote per share. The Common
Stock does not have cumulative voting rights.
The following table shows ownership of the Common Stock of the Company on
May 31, 1997 by each person who, to the knowledge of the Company, owned
beneficially more than 5 percent of the Common Stock.
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF
BENEFICIAL APPROXIMATE
NAME AND ADDRESS OF BENEFICIAL OWNER OWNERSHIP(1) PERCENT
- ---------------------------------------------------------------------------- ---------------------- ---------------
<S> <C> <C>
J & W Seligman & Co., Incorporated 1,291,290(2) 13.6%
100 Park Avenue, New York, NY 10017.......................................
The Parnassus Fund 600,000(3) 6.3%
One Market, Steuart Tower, Suite 1600, San Francisco, CA 94105............
EQSF Advisor Incorporated 555,700(4) 5.9%
767 Third Avenue, New York, NY 10017......................................
</TABLE>
- ------------------------
(1) Shares are held directly with sole investment and voting power unless
otherwise indicated.
(2) Based solely on information provided as of February 13, 1997 in a Schedule
13G filed by the shareholder.
(3) Based solely on information provided as of February 14, 1997 in a Schedule
13G filed by the shareholder.
(4) Based solely on information provided as of February 13, 1997 in a Schedule
13G filed by the shareholder.
The following table, which was prepared on the basis of information
furnished by the persons described, shows ownership of the Company's Common
Stock as of May 31, 1997, by each Director, each
2
<PAGE>
Executive Officer named in the Summary Compensation Table, and by all Directors
and Executive Officers as a group.
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF
BENEFICIAL APPROXIMATE
NAME OF BENEFICIAL OWNER OWNERSHIP(1) PERCENT
- ---------------------------------------------------------------------------- ---------------------- -----------------
<S> <C> <C>
David F. Bolender........................................................... 52,141(2) *
Larry L. Hansen............................................................. 10,237(3) *
Barry L. Harmon............................................................. 32,949(4) *
Jonathan C. Howell.......................................................... 24,345(5) *
Mark W. Klug................................................................ 32,205(6) *
W. Arthur Porter............................................................ 7,750(7) *
Joseph Z. Rivlin............................................................ 15,401(8) *
Vernon B. Ryles, Jr......................................................... 250(3) *
Douglas C. Strain........................................................... 168,513(9)(3) 1.8%
Keith L. Thomson............................................................ 650(3) *
Donald R. VanLuvanee........................................................ 89,007(10) *
18 Directors and executive officers as a group.............................. 504,132(11) 5.3%
</TABLE>
- ------------------------
* Less than 1 percent.
(1) Shares are held directly with sole investment and voting power unless
otherwise indicated. Includes shares awarded as performance-based restricted
stock and time-based restricted stock that are subject to forfeiture in
certain circumstances.
(2) Includes 23,000 shares owned by Mr. Bolender's wife, as to which he
disclaims beneficial ownership and includes 2,203 shares that are subject to
stock options currently exercisable.
(3) Includes 250 shares that are subject to stock options currently exercisable.
(4) Includes 15,920 shares that are subject to stock options currently
exercisable.
(5) Includes 11,812 shares that are subject to stock options currently
exercisable.
(6) Includes 10,599 shares that are subject to stock options currently
exercisable.
(7) Includes 7,750 shares that are subject to stock options currently
exercisable.
(8) Includes 5,913 shares that are subject to stock options currently
exercisable or exercisable within 60 days of May 31, 1997.
(9) Includes 14,297 shares owned by Mr. Strain's wife and 216 shares owned by
Douglas C. Strain and Leila Cleo Strain Charitable Remainder Trust, as to
which he disclaims beneficial ownership.
(10) Includes 64,484 shares that are subject to stock options currently
exercisable.
(11) Includes 165,147 shares that are subject to stock options currently
exercisable or exercisable within 60 days of May 31, 1997.
PROPOSAL 1: ELECTION OF DIRECTORS
Pursuant to the Company's Bylaws, the Board of Directors is divided into
three classes, and the term of office of one class expires each year. The terms
of David F. Bolender and Keith L. Thomson expire in 1997 and they are nominees
for re-election. Under Oregon law, if a quorum of shareholders is present at the
1997 Annual Meeting, the two nominees for election as Directors who receive the
greatest number of votes cast at the meeting shall be elected Directors.
Abstentions and broker non-votes will have no effect on the results of the vote.
Unless otherwise instructed, proxy holders will vote the proxies they receive
for Mr. Bolender and Mr. Thomson. If any of the nominees for Director at the
1997 Annual Meeting becomes unavailable for election for any reason (none being
known), the proxy holders will have discretionary authority to vote pursuant to
the proxy for a suitable substitute or substitutes.
3
<PAGE>
The following table briefly describes the Company's nominees for Directors
and the Directors whose terms will continue. Except as otherwise noted, each has
held his principal occupation for at least five years.
<TABLE>
<CAPTION>
DIRECTOR TERM
NAME, AGE, PRINCIPAL OCCUPATION, AND OTHER DIRECTORSHIPS SINCE EXPIRES
- ----------------------------------------------------------------------------------------------- ----------- -----------
<S> <C> <C>
NOMINEES
DAVID F. BOLENDER, 65, retired in 1991 from the position of President of the Electric
Operations Group of PacifiCorp, a diversified public utility located in Portland, Oregon. Mr.
Bolender is a Director of United States National Bank of Oregon, Benson Industries
Incorporated, and Protocol Systems, Inc. In January 1992, Mr. Bolender became Chairman of the
Board of the Company. Mr. Bolender is a member of the Audit Committee of the Board of
Directors.................................................................................... 1988 1997
KEITH L. THOMSON, 58, Vice President of Intel Corporation and Oregon Site Manager. Mr. Thomson
joined Intel in 1969 and moved to the Intel, Oregon operation in 1978. Prior to that he
worked for Lockhead Missiles and Space Corporation, and the Semiconductor Division of
Fairchild Camera and Instruments. Mr. Thomson was elected to the Board of Directors in 1994
and is the Chairman of the Compensation Committee of the Board of Directors.................. 1994 1997
DIRECTORS WHOSE TERMS CONTINUE
LARRY L. HANSEN, 68, retired in 1992 from the position of Executive Vice President of Tylan
General Inc., a manufacturer of high technology components for industrial processes located
in San Diego, California. Prior to December 1988 he was Executive Vice President and a
Director of Varian Associates, Inc., an electronics manufacturer located in Palo Alto,
California. Mr. Hansen is also a Director of Signal Technology Corp., and Micrel, Inc. Mr.
Hansen is a member of the Compensation Committee of the Board of Directors................... 1986 1998
W. ARTHUR PORTER, 56, President of the Houston Advanced Research Center, Adjunct Professor of
Electrical Engineering at Rice University. Dr. Porter is a Director of Stewart Information
Services Corporation, and Medici Medical Group Inc. Dr. Porter, formerly Chairman of the
Board of Directors, serves as Chairman of the Audit Committee of the Board of Directors...... 1980 1999
VERNON B. RYLES, JR., 59, President and CEO of Poppers Supply Co., a manufacturer of popcorn
snacks and jobber/distributor of recreational food and equipment. In addition, Mr. Ryles is
on the Board of Directors of Northwest Pipe and Casing, a manufacturer of steel pipe. He is a
Director and former Board Chairman of the National Association of Concessionaires and on the
Advisory Council of the Oregon State University Agricultural Trade and Marketing Program. Mr.
Ryles is a member of the Compensation Committee of the Board of Directors.................... 1995 1998
DOUGLAS C. STRAIN, 77, Vice Chairman of the Board of Directors, formerly Chairman of the Board.
Mr. Strain founded ESI. Mr. Strain is also a Director of Lattice Semiconductor Corporation.
Mr. Strain is a member of the Audit Committee of the Board of Directors...................... 1949 1999
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
DIRECTOR TERM
NAME, AGE, PRINCIPAL OCCUPATION, AND OTHER DIRECTORSHIPS SINCE EXPIRES
- ----------------------------------------------------------------------------------------------- ----------- -----------
<S> <C> <C>
DONALD R. VANLUVANEE, 53, President and CEO of ESI since July 1992. From 1991 to July 1992, Mr.
VanLuvanee was President, Chief Executive Officer, and a Director at Mechanical Technology
Incorporated (MTI), a supplier of contract research and development services and a
manufacturer of technologically advanced equipment. Mr. VanLuvanee is also a Director of FEI
Company, which designs, manufactures and markets focused ion beam workstations, and Micro
Component Technology, Inc., a leading manufacturer of automated test handling equipment...... 1992 1998
</TABLE>
BOARD COMPENSATION
The Board of Directors met seven times during the last fiscal year, of which
three were telephone meetings. Each Director attended at least 75 percent of the
aggregate of the meetings of the Board of Directors and the committees of which
he was a member. Each director who is not an employee of the Company receives an
annual retainer of $8,000, plus $1,000 for each board meeting attended, $500 for
each committee meeting attended and $500 for telephone meetings when formal
business is conducted. Non-employee directors are also automatically granted an
option for 3,000 shares of Common Stock on July 31 of each year, with an option
price equal to the closing market price on the date of grant, a ten-year term
and a four-year vesting schedule.
BOARD COMMITTEES
The Board of Directors has standing Audit and Compensation Committees. The
Compensation Committee makes recommendations to the Board of Directors
concerning officers' compensation and has been delegated authority to grant
options and other awards under the Company's stock option plan and stock
incentive plan. It met three times in fiscal year 1997. The Audit Committee
meets with management, and with representatives of ESI's outside auditing firm,
Arthur Andersen LLP including meetings without the presence of management. The
Audit Committee met four times in fiscal year 1997 to review the scope, timing
and fees for the annual audit and the results of the audit.
Shareholders who wish to submit names for consideration for Board membership
should do so in writing addressed to the Board of Directors, c/o Chairman of the
Board, Electro Scientific Industries, Inc., 13900 NW Science Park Drive,
Portland, Oregon 97229-5497.
5
<PAGE>
EXECUTIVE COMPENSATION
The following table shows, as to the Chief Executive Officer and each of the
next four most highly compensated executive officers of the Company, information
concerning compensation paid for services to the Company in all capacities
during the fiscal year ended May 31, 1997, as well as total compensation paid to
each such individual for the Company's two previous fiscal years (if such person
was the Chief Executive Officer or an executive officer, as the case may be,
during any part of such fiscal year):
I. SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG-TERM COMPENSATION
---------------------- ------------------------------
<S> <C> <C> <C> <C> <C> <C>
RESTRICTED
FISCAL STOCK OPTIONS ALL OTHER
NAME & PRINCIPAL POSITION YEAR SALARY BONUS (1) AWARDS ($) (2) GRANTED (#) COMPENSATION (3)
- ------------------------------------- ----------- ---------- ---------- --------------- ------------- ----------------
Donald R. VanLuvanee................. 1997 $ 285,000 -- $ 218,500 6,674 $ 2,098
Chief Executive Officer 1996 $ 281,212 $ 235,001 -- 5,681 $ 950(4)
and President 1995 $243,892 $208,511 -- 10,750 $195,056
Barry L. Harmon...................... 1997 $ 171,250 -- $ 201,400 3,430 $ 2,098
Chief Financial Officer 1996 $ 156,189 $ 107,633 -- 3,974 $ 2,022
and Sr. Vice President, Finance 1995 $ 141,636 $ 73,297 -- 4,610 $ 1,837
Mark W. Klug......................... 1997 $ 157,083 -- $ 191,900 3,430 $ 2,098
Vice President 1996 $ 150,233 $ 39,807 -- 3,974 $ 1,922
1995 $ 142,677 $ 59,977 -- 4,520 $ 1,923
Joseph Z. Rivlin..................... 1997 $ 228,379(5) -- $ 28,500 3,430 $ 2,098
Vice President 1996 $ 152,424 $ 27,394 -- 3,974 $ 10,437(6)
1995 $ 72,131 $ 50,058 -- 9,840 $ 3,817(7)
Jonathan C. Howell................... 1997 $ 145,760 -- $ 133,000 3,430 $ 2,098
Vice President 1996 $ 128,881 $ 63,563 -- 3,974 $ 1,922
1995 $ 102,536 $ 32,926 -- 2,530 $ 1,923
</TABLE>
- ------------------------
(1) Bonus for fiscal year 1997 performance has not yet been determined.
(2) Represents the closing market price of the Company's Common Stock on the
date of grant multiplied by the number of shares awarded. Messrs.
VanLuvanee, Harmon, Klug, Rivlin and Howell were awarded 11,500, 10,600,
10,100, 1,500, and 7,000 restricted shares in fiscal year 1997,
respectively. Each award vested for 50% of the shares on April 12, 1997 and
will vest for the balance of the shares on April 12, 1998 if the recipient
remains an employee of the Company. At May 31, 1997, Messrs. VanLuvanee,
Harmon, Klug, Rivlin and Howell held 5,750, 5,300, 5,050, 750, and 3,500
unvested restricted shares, respectively, valued at $218,500, $201,400,
$191,900, $28,500, and $133,000, respectively, based on the closing market
price of the Company's Common Stock on May 31, 1997. Performance-based
restricted stock awards are not shown above, but instead are reported in the
Long-Term Incentive Plans table below.
(3) Except as otherwise indicated, represents 401K matching contributions made
by the Company.
(4) Includes $193,200 in moving and relocation expenses.
(5) Includes $75,046 in commissions.
(6) Includes $8,172 in relocation expenses.
(7) Includes $1,437 in relocation expenses.
6
<PAGE>
II. OPTIONS TABLE
The following table sets forth details regarding stock options granted to
the named executive officers in fiscal year 1997. In addition, there are shown
the hypothetical gains or "option spreads" that would exist for the respective
options, assuming rates of annual compound stock appreciation of 5% and 10% from
the date the options were granted over the full option term.
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
OPTION GRANTS IN LAST FISCAL YEAR VALUE AT
- ---------------------------------------------------------------------------------------------------------- ASSUMED ANNUAL RATES
% OF TOTAL OF STOCK
OPTIONS EXERCISE PRICE APPRECIATION FOR
GRANTED TO OR BASE OPTION TERM
OPTIONS EMPLOYEES IN PRICE EXPIRATION ----------------------
NAME GRANTED(1) (#) FISCAL YEAR ($/SH) DATE 5%($) 10%($)
- ------------------------------------------ --------------- ------------------- ----------- ----------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
Donald R. VanLuvanee...................... 6,674 3% $ 27.125 04/11/07 $ 113,850 $ 288,519
Barry L. Harmon........................... 3,430 1% $ 27.125 04/11/07 $ 58,512 $ 148,280
Mark W. Klug.............................. 3,430 1% $ 27.125 04/11/07 $ 58,512 $ 148,280
Joseph Z. Rivlin.......................... 3,430 1% $ 27.125 04/11/07 $ 58,512 $ 148,280
Jonathan C. Howell........................ 3,430 1% $ 27.125 04/11/07 $ 58,512 $ 148,280
</TABLE>
- ------------------------
(1) All options become exercisable for 25 percent of the shares covered by the
option on each of the first four anniversaries of the grant date. The grant
date for each option shown in the table above was April 11, 1997. All
options become fully exercisable upon termination of the Optionee's
employment within one year after a "change in control" of the Company as
defined in the Stock Option Plan. Unless the transaction is approved by the
Board of Directors, a "change in control" generally includes (a) the
acquisition by any person of 20 percent or more of the Company's Common
Stock and (b) the election of a new majority of the Company's directors
without the approval of the incumbent directors.
III. OPTION EXERCISES AND FISCAL YEAR-END OPTION VALUE TABLE
The following table sets forth information with respect to the named
executive officers concerning options exercised and the status of exercisable
and unexercisable options held as of May 31, 1997.
<TABLE>
<CAPTION>
OPTIONS EXERCISED DURING YEAR VALUE OF UNEXERCISED
NUMBER OF UNEXERCISED IN-THE-MONEY OPTIONS
ENDED MAY 31, 1997 OPTIONS AT MAY 31, 1997 AT MAY 31, 1997
---------------------------------- -------------------------- ---------------------------
<S> <C> <C> <C> <C> <C> <C>
SHARES
ACQUIRED VALUE
NAME ON EXERCISE REALIZED ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- --------------------------------------- --------------- ----------------- ----------- ------------- ------------ -------------
Donald R. VanLuvanee................... -- 0 64,484 22,551 $ 2,450,392 $ 856,938
Barry L. Harmon........................ -- 0 15,920 11,530 $ 604,960 $ 438,140
Mark W. Klug........................... -- 0 10,599 11,365 $ 402,762 $ 431,870
Joseph Z. Rivlin....................... -- 0 4,426 11,639 $ 168,188 $ 442,282
Jonathan C. Howell..................... -- 0 11,812 9,429 $ 448,818 $ 358,302
</TABLE>
7
<PAGE>
IV. LONG TERM INCENTIVE PLANS--AWARDS IN LAST FISCAL YEAR
The following table sets forth information with respect to performance-based
restricted stock awards made to named executive officers in fiscal year 1997.
<TABLE>
<CAPTION>
PERFORMANCES OR OTHER PERIOD
UNTIL MATURATION OR PAYOUT
NAME NUMBER OF SHARES (1)
- ----------------------------------------------------------------- ------------------- ----------------------------
<S> <C> <C>
Donald R. VanLuvanee............................................. 5,335 3 to 5 Years
Barry L. Harmon.................................................. 2,742 3 to 5 Years
Mark W. Klug..................................................... 2,742 3 to 5 Years
Joseph Z. Rivlin................................................. 2,742 3 to 5 Years
Jonathan C. Howell............................................... 2,742 3 to 5 Years
</TABLE>
- ------------------------
(1) The base price for these awards is $27.125 per share, the closing market
price of the Company's Common stock on April 11, 1997, the date of grant.
Awards are subject to forfeiture unless (i) the market price of the Common
Stock increases at a rate in excess of 15% per year, compounded annually,
over a minimum 3-year period following the grant as measured based on the
average closing price of the Company's Common Stock during any one of the 8
fiscal quarters of the Company between June 1, 2000 and May 31, 2002, and
(ii) the award recipient is employed by the Company at the time the
performance measure is achieved.
V. SEVERANCE AGREEMENTS
In July 1991, the Board of Directors of the Company approved the Company's
entry into severance agreements with executive officers of the Company. These
agreements generally provide for the payment upon the termination of the
employee's employment by the Company without cause or by the employee for "good
reason" (as defined in the severance agreement) within two years following a
change of control of the Company of an amount equal to three times the
employee's annual salary and three years continued coverage under life, accident
and health plans. The benefit is capped as necessary to prevent any portion of
the benefit from being subject to excise tax. Each employee is obligated under
the severance agreement to remain in the employ of the Company for a period of
270 days following a "potential change in control" (as defined in the severance
agreements). All executive officers of the Company have executed severance
agreements.
VI. PERFORMANCE GRAPH
[GRAPHIC]
8
<PAGE>
Assumes that $100.00 was invested on May 31, 1992 in Electro Scientific
Industries, Inc. (ESIO) Common Stock, the S&P 500 and the S&P High Tech Index,
and that all dividends were reinvested.
<TABLE>
<CAPTION>
ESIO INDEX S&P 500 INDEX S&P HIGH TECH INDEX
--------- --------- ----------- --------- --------------- ---------
<S> <C> <C> <C> <C> <C> <C>
5/31/1992.......................................... 3.50 100.0 413.35 100.0 199.21 100.0
5/31/1993.......................................... 9.50 271.4 450.19 108.4 224.22 112.6
5/31/1994.......................................... 10.50 300.0 465.50 112.1 248.20 124.6
5/31/1995.......................................... 24.38 696.6 533.40 128.4 354.09 177.7
5/31/1996.......................................... 26.50 757.1 669.12 161.1 350.00 175.7
5/30/1997.......................................... 38.00 1085.7 848.28 204.2 653.99 328.3
</TABLE>
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors makes recommendations
to the Board regarding the general compensation policies for ESI, including
salaries and incentives for executive officers. The Committee also has general
authority to make option grants and other awards under the Company's 1989 Stock
Option Plan and 1996 Stock Incentive Plan. The Committee is composed of three
directors.
The Compensation Committee's executive compensation recommendations and
actions during the 1997 fiscal year were in three areas: (1) compensation
adjustments for the chief executive and other executive officers of the Company;
(2) the key employee cash incentive bonus program; and (3) the key employee long
term incentive program.
The Compensation Committee policies for compensation of ongoing executive
officers are designed to fairly compensate the Company's executives and to
provide incentives for the officers to manage and operate the Company for long
term success. The Compensation Committee recommends, and the Board of Directors
determines based on such recommendation, compensation for the Chief Executive
Officer. The Compensation Committee also recommends compensation levels for the
remaining executive officers of the Company based on the recommendations of the
Chief Executive Officer.
The total compensation of the executive officers takes into account several
factors, including competitive compensation in the electronics industry,
individual experience and performance, and the performance of the Company. The
Committee does not assign a specific weight to these factors. The Company
operates in marketplaces which are global, cyclical and subject to technology
shifts. The Committee's evaluations of individual performance considers the
leadership of each individual's contribution toward achieving the Company's
corporate objectives. The objectives include: (1) adequate return on, and
efficient use of, invested capital and (2) generating positive earnings
throughout the entire range of business conditions.
The methodology used in determining salary, cash incentive bonus and
long-term incentive grants is as follows:
Target compensation for each executive is set annually by the Compensation
Committee. These targets are based on the results of periodic salary surveys of
comparable-sized companies in the electronics industries conducted by the
Company's independent compensation consultants and on the level of individual
responsibility and job complexity. The Company's target is to pay executives at
the mid-point based on the surveys.
Base salaries are determined annually for each executive officer with
reference to the target level for the individual. Salary increases are given
when warranted by individual performance and when base salary levels are
relatively low as compared to companies that compete with the Company for
executive talent to keep base salaries competitive.
9
<PAGE>
The Chief Executive's base salary was $285,000 during the fiscal year,
representing no change from the prior year and a level at approximately the
mid-point of salary survey data. The Board conducted a performance review of the
President and CEO at its July 1997 meeting, concluding that performance was very
favorable.
Cash incentives in the form of cash bonuses are paid at the discretion of
the Compensation Committee to executive officers who the Committee determines
have made substantial contributions to the profits of the Company in the
preceding fiscal year. At the beginning of each fiscal year, the Board of
Directors approves the business plan for the year, including sales and pre-tax
profit goals. At the same time, the Board of Directors approves a target bonus
percentage for executive officers if the established goals are met. If the goals
are met, the Compensation Committee determines, on an individual basis, the
extent to which the officer will be awarded the target bonus. Factors considered
include individual performance, responsibility and contribution to profits.
The Company met the goals set for fiscal year 1997 and expects to pay
bonuses to officers. The amounts of bonuses have not been determined, but are
expected to be determined by the Compensation Committee and approved by the
Board of Directors in September 1997.
The Company has historically used stock options to reward senior management
and to link executive compensation to shareholder interests reflected in
increases in share value. In April 1996, the Company decided to expand the stock
incentive program to include performance-based restricted stock grants as well
as stock options, subject to shareholder approval of the new 1996 Stock
Incentive Plan which was obtained on September 20, 1996. By using a combination
of annual options and restricted stock awards, the Company intends to provide a
potential level of incentive compensation to executive officers equal to
approximately 90% of competitive levels as determined by the Company's
compensation consultant, without excessive shareholder dilution. In determining
the size of option grants and restricted stock awards, the Compensation
Committee takes into account the executive's position and job responsibilities.
All options are granted at an exercise price equal to the fair market value of
the shares on the date of grant, and vest in 25 percent annual increments during
the four year period following the date of grant. The number of options granted
to executive officers in fiscal year 1997 was 35,590 including 6,674 to Donald
R. VanLuvanee. The number of shares of performance-based restricted stock
granted to executive officers in fiscal year 1997, subject to shareholder
approval, was 28,451 including 5,335 to Mr. VanLuvanee.
During fiscal year 1997, the Company also made restricted stock awards to
executive officers that vest based solely on continued employment with the
Company. These awards were made to make up for prior years in which long-term
incentive compensation award levels were significantly below competitive levels.
The Company has no plan to make additional time-based restricted stock awards to
executive officers.
DEDUCTIBILITY OF COMPENSATION. Section 162(m) of the Internal Revenue Code
of 1986 limits to $1,000,000 per person the amount that the Company may deduct
for compensation paid to any of its most highly compensated officers in any
year. The levels of salary and bonus generally paid by the Company do not exceed
this limit. Substantially all of the options granted under the Company's 1989
Stock Option Plan have been Incentive Stock Options. The Company receives no tax
deduction from the exercise of an Incentive Stock Option unless the optionee
disposes of the acquired shares before satisfying certain holding periods. Under
IRS regulations, the $1,000,000 cap on deductibility applies to compensation
recognized by an optionee upon such an early disposition, as well as
compensation recognized upon the exercise of a Nonstatutory Stock Option, unless
the option meets certain requirements. It is the Company's policy generally to
grant options that meet the requirements of the IRS regulations so that any such
compensation recognized by an optionee will be fully deductible. The Committee
believes that the grant of Incentive Stock Options, despite the general
nondeductibility, benefits the Company by encouraging the long-term ownership of
Company stock by officers and other employees. Performance-based restricted
stock awards are also intended to be granted in compliance with the IRS
regulations so that any compensation recognized on vesting of such awards will
be fully deductible.
10
<PAGE>
By the Compensation Committee: Keith L. Thomson, Chairman; Larry L. Hansen, and
Vernon B. Ryles, Jr.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee consists of Directors Keith L. Thomson, Larry L.
Hansen, and Vernon B. Ryles, Jr. No Compensation Committee member is or has been
an employee of the Company.
PROPOSAL 2: APPROVAL OF SELECTION OF AUDITORS
The Board of Directors has selected Arthur Andersen LLP as the Company's
independent auditors for the fiscal year ending May 31, 1998 and is submitting
the selection to shareholders for approval. Arthur Andersen LLP are independent
certified public accountants and have audited the accounts of the Company and
its subsidiaries since 1983. Proxies will be voted in accordance with the
instructions specified in the proxy form. If no instructions are given, proxies
will be voted for approval of Arthur Andersen LLP as independent auditors.
Representatives of Arthur Andersen LLP are expected to be present at the Annual
Meeting, will be given the opportunity to make a statement if they desire to do
so, and will be available to respond to appropriate questions.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
executive officers, directors and persons who own more than ten percent of the
Common Stock to file reports of ownership and changes in ownership with the
Securities and Exchange Commission ("SEC"). Executive officers, directors and
beneficial owners of more than ten percent of the Common Stock are required by
SEC regulations to furnish the Company with copies of all Section 16(a) forms
they file. Based solely on a review of the copies of such forms received by the
Company and on written representations from certain reporting persons that they
have complied with the relevant filing requirements, the Company believes that
all Section 16(a) filing requirements applicable to its executive officers and
directors for transactions during fiscal 1997 were complied with.
DISCRETIONARY AUTHORITY
While the Notice of Annual Meeting of Shareholders provides for transaction
of such other business as may properly come before the meeting, the Board of
Directors has no knowledge of any matters to be presented at the meeting other
than those referred to herein. However, the enclosed proxy gives discretionary
authority to the proxy holders to vote in accordance with the recommendation of
management if any other matters are presented.
SHAREHOLDER PROPOSALS
Any shareholder proposals to be considered for inclusion in proxy material
for the Company's next annual meeting in September 1998 must be received at the
principal executive office of the Company no later than April 13, 1998.
By Order of the Board of Directors
Larry T. Rapp
VICE PRESIDENT AND CORPORATE SECRETARY
Portland, Oregon
August 1, 1997
11
<PAGE>
ELECTRO SCIENTIFIC INDUSTRIES, INC.
ANNUAL MEETING SEPTEMBER 19, 1997
P PROXY SOLICITED BY THE BOARD OF DIRECTORS
R
O The undersigned hereby appoints David F. Bolender, Donald R. VanLuvanee
X and Larry T. Rapp, and each of them, proxies with power of substitution
Y to vote on behalf of the undersigned all shares which the undersigned
may be entitled to vote at the Annual Meeting of Shareholders of Electro
Scientific Industries, Inc. on September 19, 1997 and any adjournments
thereof, with all powers that the undersigned would possess if personally
present, with respect to the matters referred to on this proxy. A
majority of the proxies or substitutes present at the meeting may
exercise all powers granted hereby.
Election of Directors -- Nominees: CHANGE OF ADDRESS
CLASS I ------------------------------------
David F. Bolender ------------------------------------
Keith L. Thomson ------------------------------------
------------------------------------
(If you have written in the space,
please mark the corresponding box
on the reverse side of this card)
THE PROXIES WILL VOTE THE SHARES REPRESENTED BY THIS PROXY AS SPECIFIED
BY YOU ON THE REVERSE SIDE, BUT IF NO SPECIFICATION IS MADE, THE PROXIES
WILL VOTE THE SHARES FOR THE ELECTION OF DIRECTORS AND FOR APPROVAL OF ALL
PROPOSALS.
/SEE REVERSE/
/ SIDE /
PLEASE MARK YOUR |
/ X / VOTES AS IN THIS | 9320
EXAMPLE. |__ __
FOR WITHHELD
1. Election of Directors. / / / /
FOR AGAINST ABSTAIN
2. Approval of Arthur Andersen, LLP
as independent auditors for the / / / / / /
Company.
(see reverse)
Instructions: To withhold authority to vote
for any individual, write that nominee's
name in the space provided below.
- ----------------------------------------
3. Transaction of such other business as may properly come before the meeting
and any adjournments thereof.
Change of address on reverse side
The proxies may vote in their discretion as to other matters which may come
before the meeting.
Please date and sign exactly as name is imprinted hereon, including the
designation as executor, trustee, etc., if applicable. A Corporation may sign
in its name by the president or other authorized officer. All co-owners must
sign.
PLEASE SIGN AND RETURN IMMEDIATELY
- -----------------------------------------------
- -----------------------------------------------
SIGNATURE(S) DATE
