SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the registrant (X)
Filed by a party other than the registrant ( )
Check the appropriate box:
( ) Preliminary proxy statement
(X) Definitive proxy statement
( ) Definitive additional materials
( ) Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
Gleason Corporation
(Name of Registrant as Specified in Its Charter)
Ralph E. Harper
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
(X) $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2).
( ) $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
( ) Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregrate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11(1):
(4) Proposed maximum aggregate value of transaction:
( ) Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
(1) Amount previously paid:
(2) Form, schedule or registration statement no.:
(3) Filing party:
(4) Date filed:
[FN]
<F1> Set forth the amount on which the filing fee is calculated and states
how it was determined.
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Gleason Corporation
1000 University Avenue
P.O. Box 22970
Rochester, New York 14692-2970
March 31, 1995
Dear Stockholder:
You are cordially invited to attend the Annual Meeting
of Gleason Corporation Stockholders to be held on Tuesday, May 2,
at the Company's offices at 1000 University Avenue, Rochester,
New York. Your Board of Directors looks forward to greeting
personally those stockholders able to attend. Enclosed you will
find a postcard to be returned to Gleason Corporation which will
reserve a seat for you at the Annual Meeting. When we receive
your card, tickets for attendance will be mailed to you.
Stockholders must have a ticket to attend the Annual Meeting.
At the meeting, you are being asked to elect three
directors and to appoint independent auditors.
It is important that your shares be represented and
voted at the Annual Meeting whether or not you plan to attend.
Accordingly, you are requested to sign, date and mail the
enclosed proxy at your earliest convenience.
Thank you for your cooperation.
On Behalf of the Board of Directors
Sincerely,
James S. Gleason
James S. Gleason
Chairman and President
<PAGE>
<PAGE>
GLEASON CORPORATION
NOTICE OF 1995 ANNUAL MEETING OF STOCKHOLDERS
TO OUR STOCKHOLDERS:
The Annual Meeting of Stockholders of Gleason
Corporation will be held at the Company's offices at
1000 University Avenue, Rochester, New York on Tuesday, May 2,
1995 at 10:00 A.M. for the following purposes:
(1) To elect three directors for three-year terms;
(2) To appoint Ernst & Young LLP as independent
auditors for 1995;
(3) To transact such other business as may properly
come before the meeting or any adjournment or
adjournments thereof.
The Board of Directors has fixed the close of business
on March 9, 1995 as the record date for the determination of
stockholders entitled to notice of and to vote at the meeting.
By Order of the Board of Directors
RALPH E. HARPER, Secretary
Rochester, New York
March 31, 1995
_______________________________________________________________
Please complete, sign and date the enclosed proxy and return it
promptly in the enclosed return envelope, which will require no
postage if mailed in the United States.
_______________________________________________________________
Gleason Corporation, 1000 University Avenue, P.O. Box 22970,
Rochester, New York 14692-2970
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PROXY STATEMENT
This Proxy Statement is furnished in connection with
solicitation of the enclosed proxy on behalf of the Board of
Directors of Gleason Corporation in connection with the Annual
Meeting of Stockholders of the Company to be held on May 2, 1995.
The principal executive offices of the Company are
located at 1000 University Avenue, Rochester, New York
14692-2970. The approximate date on which this proxy statement
and the enclosed proxy are being sent to stockholders is March
31, 1995.
The close of business on March 9, 1995 has been fixed
as the record date for determination of the stockholders entitled
to notice of, and to vote at, the meeting. On that date there
were outstanding and entitled to vote 5,166,374 shares of Common
Stock, each of which is entitled to one vote on each matter at
the meeting.
The enclosed proxy, if properly completed, signed and
returned prior to the meeting, will be voted at the meeting in
accordance with the choices specified thereon and, if no choices
are specified, will be voted for the election as directors of the
persons nominated by the Board of Directors and in favor of the
appointment of Ernst & Young LLP as independent auditors for
1995. A stockholder giving a proxy has the right to revoke it at
any time before it has been voted by (i) giving written notice to
that effect to the Secretary of the Company, (ii) executing and
delivering a proxy bearing a later date which is voted at the
Annual Meeting, or (iii) attending and voting in person at the
Annual Meeting.
ELECTION OF DIRECTORS
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE
ELECTION OF THE NOMINEES.
The Company's Board of Directors is divided into three
classes, one of which is elected at each Annual Meeting for a
term of three years and until their successors have been elected
and have qualified. During 1994 the Board of Directors held
eleven meetings. The terms of Martin L. Anderson, John W.
Guffey, Jr. and Robert A. Sherman expire this year and the Board
of Directors has nominated each of them to serve as a director
for a three-year term. Martin L. Anderson and John W. Guffey,
Jr. were elected by the Board in 1995. The Board of Directors
believes that the nominees will be available and able to serve as
directors but, if for any reason any of them should not be, the
persons named in the proxy may exercise discretionary authority
to vote for a substitute proposed by the Board of Directors.
Directors are elected by a plurality of the votes cast
by stockholders entitled to vote in the election. Validly
submitted proxies indicating abstentions and broker non-votes are
counted for quorum purposes but are not counted for or
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or against the election of directors. The Company's by-laws govern
the methods for counting votes and, subject thereto, vest this
responsibility in the inspectors of election appointed to perform
this function.
The Board of Directors of the Company has an Audit
Committee, a Nominating Committee, and an Executive Compensation
Committee.
The members of the Audit Committee are Robert W. Bjork,
Chairman, J. David Cartwright, Donald D. Lennox and Robert A.
Sherman. This committee is responsible for evaluating audits and
the independence of the Company's auditors and also reviews
accounting principles, internal controls and compliance with
certain Company policies. In 1994 this Committee held three
meetings.
The members of the Nominating Committee are Donald D.
Lennox, Chairman, Julian W. Atwater, Robert W. Bjork, J. David
Cartwright and Robert A. Sherman. This Committee is responsible
for identifying, considering, and recommending to the Board of
Directors nominees for election as directors. This Committee,
which was formed in 1994, held one meeting in 1994.
The members of the Executive Compensation Committee are
Robert A. Sherman, Chairman, Julian W. Atwater, J. David
Cartwright and Donald D. Lennox. This Committee, which held five
meetings in 1994, reviews executive compensation, adopts
compensation plans other than those providing for the issuance of
stock, authorizes executive employment arrangements and
administers the Company's incentive compensation plans.
Directors who are employees of the Company receive no
additional compensation for service as directors. Directors who
are not employees of the Company receive an annual fee of $9,000
for service as directors plus $1,000 for each Board meeting
attended and $750 for each committee meeting attended, but only
$450 per meeting in excess of one per day. Committee chairmen
receive an additional $300 for each committee meeting which they
chair. Each director who is not an employee of the Company is
required to defer at least fifty percent (50%) of all directors'
fees earned on or after October 20, 1994 into the Stock Account
of the Company Plan for Deferral of Directors' Fees. This Plan
provides that deferred fees are credited to a hypothetical Stock
Account as if used to purchase shares of the Company's Common
Stock. The Plan also permits deferral of fees that are not
applied to the Stock Account into an account that earns interest
at the prime rate. Under the Company's 1992 Stock Plan, each
year each director who is not an employee of the Company receives
an option to purchase 1,000 shares of the Company's Common Stock.
These options are exercisable at the fair market value per share
on the date of the grant and are fully exercisable six months
after the date of the grant for a term of ten years, subject to
earlier expiration if the grantee ceases to serve as a director.
In 1994 all the directors attended at least 75% of the
total number of meetings of the Board of Directors and of Board
committees on which they served.
The following table sets forth information about the
nominees and those directors whose terms of office will continue
after the Annual Meeting.
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PRINCIPAL OCCUPATIONS AND
DIRECTOR TERM OTHER DIRECTORSHIPS
NAME AND AGE SINCE EXPIRES HELD IN PUBLIC COMPANIES
Nominees:
Martin L. 1995 1995 Associate Director of the
Anderson (46) International Motor Vehicle
Program, Massachusetts
Institute of Technology since
1993; prior thereto Vice
President of Gemini Consulting
(1986-1993)
John W. 1995 1995 Chairman, President and Chief
Guffey, Jr. (56) Executive Officer of Coltec
Industries since 1994; prior
thereto President and Chief
Operating Officer of Coltec
Industries (1991-1994); Group
President of Coltec Industries
(1987-1991)
Robert A. 1979 1995 Former Chairman and Managing
Sherman (76) Director of Bausch & Lomb
Ireland Limited (1984-1989);
prior thereto Senior Vice
President-Finance and
Administration of Eastman Kodak
Company
Other Directors:
Julian W. 1976 1996 Julian W. Atwater, P.C.
Atwater (63) is a partner in Nixon,
Hargrave, Devans & Doyle,
attorneys
Robert W. 1968 1996 Vice President of
Bjork (68) Schaenen Wood & Associates,
Inc., an investment management
firm, since 1992; prior thereto
Managing Director of Weatherly
Capital Corporation, an
investment management firm
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<PAGE>
PRINCIPAL OCCUPATIONS AND
DIRECTOR TERM OTHER DIRECTORSHIPS
NAME AND AGE SINCE EXPIRES HELD IN PUBLIC COMPANIES
Donald D. 1987 1996 Chairman of International
Lennox (76) Imaging Materials, Inc., a
manufacturer of thermal
transfer ribbons for office
equipment, since 1990; prior
thereto Chairman and Chief
Executive Officer of
Schlegel Corporation (1987-
1989); prior thereto Chairman,
President and Chief Executive
Officer of Navistar
International Corporation;
Director: Navistar
International Corporation,
Prudential Mutual Fund
Management Corporation
J. David
Cartwright (56) 1993 1997 President of Cooper Hand Tools,
a division of Cooper
Industries, Inc., since 1994;
prior thereto President,
Champion Spark Plug Company,
(1992-1994); prior thereto
President of Cooper Power Tools
Division (1988-1992)
James S. 1965 1997 Chairman, Chief Executive
Gleason (60) Officer and President of the
Company
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STOCK OWNERSHIP
The following table sets forth information, based upon reports
filed by such persons with the Securities and Exchange Commission, with
respect to the persons believed by the Company to be the beneficial
owners of more than 5% of its outstanding Common Stock.
Number of Percent
Name and Address Shares of Class
Gleason Foundation 673,763<F1> 13.0%
1000 University Avenue
Rochester, New York 14692
G.S. Beckwith Gilbert and 634,400<F2> 12.3%
Field Point Capital
Management Company
104 Field Point Road
Greenwich, Connecticut 06830
The Airlie Group L.P.
and related persons 592,800<F3> 11.5%
c/o W. R. Cotham
201 Main Street, Suite 2600
Fort Worth, Texas 76102
The Retirement Plan 385,052<F1> 7.5%
of The Gleason Works
1000 University Avenue
Rochester, New York 14692
Dimensional Fund Advisors, Inc. 313,200<F4> 6.1%
1299 Ocean Avenue, Suite 650
Santa Monica, California 90401
[FN]
<F1> Sole dispositive and voting powers. See also Note 6 to
the following table.
<F2> Includes 3,100 shares held by Christopher S. Moore, 299
Park Avenue, New York, New York 10171, who according to
reports filed with the Securities and Exchange
Commission, together with Mr. Gilbert and Field Point
Capital Management Company, may be deemed a "group" in
respect of their stockholdings.
<PAGE>
<F3> Based on reports filed with the Securities and Exchange
Commission by The Bass Management Trust ("BMT"), Perry
R. Bass, ("PRB"), Lee M. Bass ("LMB"), The Airlie Group
L.P. ("TAG"), EBD L.P. ("EBD"), Dort A. Cameron III
("DAC"), TMT-FW, Inc. ("TMT"), Thomas M. Taylor
("TMT"), David A. Sachs ("DAS"), Karen R. Sachs ("KRS")
and James C. Garnett ("JCG"), which report that: TAG
beneficially owns 290,900 shares, approximately 5.6% of
the amount outstanding, which EBD has sole power to
vote and dispose of as the sole general partner of TAG;
DAC and TMT-FW, as the two general partners of EBD, and
TMT, as the President and sole shareholder of TMT-FW,
share the power to vote and dispose of these same
shares; BMT beneficially owns 145,450 shares,
approximately 2.8% of the amount outstanding, which PRB
has sole power to vote and dispose of as sole Trustee
of BMT; LMB owns 145,450 shares, approximately 2.8% of
the amount outstanding, which he has sole power to vote
and dispose of; DAS and KRS own jointly and share the
power to vote and dispose of 10,000 shares and JCG has
sole power to vote and dispose of 1,000 shares.
<F4> Sole dispositive power and, with respect to 177,800
shares, shared voting power.
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<TABLE>
In 1994 Gleason Foundation was late in filing a single report
of Company common stock ownership with the Securities and
Exchange Commission.
The following table sets forth information, as of March 1,
1995, with respect to the beneficial ownership of the Company's
Common Stock by (a) each of the directors of the Company, (b) the
Company's Chief Executive Officer and its four other most highly
compensated executive officers as of December 31, 1994, and (c)
all directors and officers of the Company as a group.
<CAPTION>
NUMBER OF SHARES PERCENT
NAME OF COMMON STOCK<F1> OF CLASS
<S> <C> <C>
Martin L. Anderson 244<F3> *
Julian W. Atwater 9,729<F2><F3> *
Robert W. Bjork 9,207<F2><F3> *
J. David Cartwright 3,128<F2><F3> *
John W. Guffey, Jr. 298<F3> *
Donald D. Lennox 12,911<F2><F3> *
Robert A. Sherman 22,073<F2><F3> *
James S. Gleason 191,629<F2><F4><F5> 3.5%
Ralph E. Harper 19,026<F2><F5> *
Richard Johnstone 14,500<F2><F5> *
Gary J. Kimmet 16,970<F2><F5> *
John B. Kodweis 32,209<F2><F5> *
All directors and 1,431,907<F2><F3><F4><F5><F6> 26.5%
officers as a
group (15 persons)
______________________
* Less than 1% of the outstanding shares of Common Stock.
<FN>
<F1> Except as indicated in Notes 2 and 3, for all shares
listed the person possesses sole voting power and, except
as indicated in Notes 3, 4 and 5, sole investment power.
<F2> Includes stock options which are exercisable prior to
May 1, 1995: Messrs. Atwater, Bjork, Lennox and Sherman
- 7,000 shares each; Messrs. Cartwright, Gleason,
Harper, Johnstone, Kimmet and Kodweis - 1,000, 119,900,
14,500, 7,000, 12,000, and 25,803 shares respectively;
and all directors and officers as a group - 234,203
shares.
<F3> Includes 244, 229, 207, 2,128, 298, 5,411 and 8,331
hypothetical shares (without voting power) credited to
the accounts of Messrs. Anderson, Atwater,
Bjork, Cartwright, Guffey, Lennox and Sherman,
respectively, pursuant to the Directors Fees Deferral
Plan.
<F4> Includes 32,855 shares held in a trust of which
Mr. Gleason is an income beneficiary, the trustee of
which has agreed to vote and dispose of the shares only
as specified by him.
<F5> Includes the following number of shares which at March 1,
1995 were subject to restrictions on disposition:
Messrs. Gleason, Harper, Johnstone, Kimmet and Kodweis -
7,412, 2,392, 2,200, 4,793 and 3,135 shares respectively;
and all directors and officers as a group -
32,756 shares.
<F6> Includes 385,052 shares owned by The Retirement Plan of
The Gleason Works, the powers to vote and dispose of
which are vested in a committee comprised of
Messrs. Gleason, Harper and Kodweis, and 673,763 shares
owned by Gleason Foundation, a not-for-profit
corporation, of which Messrs. Gleason, Harper, Kimmet and
Kodweis are directors and/or officers. The stockholdings
of these entities are not included above in those
individuals' stockholdings.
</TABLE>
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COMPENSATION OF EXECUTIVE OFFICERS
1995 EXECUTIVE COMPENSATION COMMITTEE REPORT
Principles of Executive Compensation
The Company's Executive Compensation policy, which
applies to the CEO and all other executive officers, is intended
to align executive compensation with the long-term interests of
Company stockholders. In applying this policy the Executive
Compensation Committee of the Board of Directors (the
"Committee") has followed a program to:
* Establish salary and bonus opportunities to
attract, motivate and retain executive talent
necessary for the long-term success of the
Company.
* Integrate cash and equity based compensation so as
to reward executives for performance that enhances
the long-term value of shareholder equity.
Executive Compensation Program
The program consists of both cash and equity based
compensation. Cash compensation consists of a base salary and an
opportunity for an annual bonus under the Annual Management
Incentive Compensation Plan ("AMICP"). The Company participates
in compensation surveys both on a regional and national level,
and in 1994, retained Ernst & Young LLP to help insure that the
Company's executive compensation program is competitive within
its industry and size. The Committee determines salary ranges
for key executives and reviews, at least annually, the
performance of executive officers and approves any adjustment in
their base compensation. In addition, the Committee annually
considers awards under the AMICP. Eligibility for a bonus award
is determined by the Company's and business unit's (if
applicable) return achieved on operating capital versus a
targeted return and by the executive's personal performance. The
targeted return on operating capital is based upon the Company's
weighted average cost of capital as calculated at the beginning
of each fiscal year and approved each year in advance by the
Committee.
Long term incentives are provided through the Stock
Plan approved by the stockholders at the 1992 Annual Meeting.
Under the Plan, the Committee has the authority to determine the
individuals to whom stock options and shares of restricted stock
are awarded, the terms of the grant and the number of shares.
The amount of option grants is based on industry comparisons and
position level. Through the award of stock option grants and
restricted stock, the objective of aligning the long-range
interests of the executive officers with those of stockholders is
met. This is done by providing executive officers with the
opportunity to have a financial stake in the Company that should
increase as stock prices reflect improved Company performance.
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Chief Executive Officer Compensation
The Committee met in December 1993 to determine the
Chief Executive Officer's compensation for 1994. The Committee
took note of management's continued success in 1993 in
restructuring the business through the sale of Gleason Works S.A.
in Belgium, achieving further staff reductions in overhead
positions, and managing costs in a difficult economic environment
in which sales of gear machines were adversely affected by
recessions in major European and Asian markets. The Committee
concluded, however, as recommended by the Chief Executive
Officer, that there be no increase in 1994 in his base salary.
(His salary payment was slightly higher in 1994 compared to 1993
because, like all other executives and employees of the Company
located in the U.S., he was not paid for one week during 1994 and
two weeks in 1993 that the Company's Rochester operations were
shut down.) Furthermore, no bonus for 1993 was awarded to him
since target financial returns for the Company had not been met
because of continued depressed business conditions. As a long
term incentive, however, stock options totaling 19,000 shares
were granted to him in December 1993.
The Committee met in September 1994 to determine the
Chief Executive Officer's compensation for 1995. It took note of
the Company's return to profitability in 1994, continued
attention to managing costs, improved development cycles for new
product introductions, and the implementation of a Total Quality
System. The Committee concluded however, as recommended by the
Chief Executive Officer, that there be no increase in his base
salary for 1995. Furthermore, no bonus for 1994 was awarded to
him, since target financial returns for the Company had not been
met, largely because of continued depressed sales during the
first nine months of 1994. As a long term incentive, however,
stock options totaling 18,000 shares were granted to him in
December 1994.
EXECUTIVE COMPENSATION COMMITTEE
Robert A. Sherman, Chairman
Julian W. Atwater
J. David Cartwright
Donald D. Lennox
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<TABLE>
STOCK PERFORMANCE GRAPH
The graph below compares cumulative total return on the Company's
Common Stock, the S&P 500 Index and a peer group index* over the last five
fiscal years. The comparison assumes $100 was invested on January 1, 1990
in the Company's Common Stock and in each of the foregoing indices and
assumes reinvestment of dividends.
GLEASON CORPORATION
Comparison of Five Year Cumulative Total Return
vs. S&P 500 and 8 Company Peer Group Index*
<CAPTION>
Value of Investment ($)
Company/Index Name 12/31/89 12/31/90 12/31/91 12/31/92 12/31/93 12/31/94
<S> <C> <C> <C> <C> <C> <C>
Gleason Corporation 100 94.9 91.5 96.9 98.9 99.3
S&P 500 100 96.9 126.4 136.1 149.8 151.7
Peer Group Index* 100 72.3 93.7 135.7 150.2 124.0
(The above table represents the data points of the Stock Performance Graph)
* Includes Acme-Cleveland Corp., Brown & Sharpe Manufacturing Company,
Cincinnati Milacron Inc., DeVlieg-Bullard, Inc., Giddings & Lewis, Inc.,
Hurco Companies, Inc., Monarch Machine Tool Company and Newcor, Inc.
</TABLE>
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<TABLE>
SUMMARY COMPENSATION TABLE
Set forth below is certain compensation information for periods during which the named persons
served as executive officers of the Company.
<CAPTION>
Long Term
Annual Compensation Compensation
--------------------------- ----------------------------------
Securities
Other Restricted Underlying All Other
Name and Annual Stock Options/ Compensa-
Principal Salary Bonus Compensation Awards<F1> SARS tion<F8>
Position Year ($) ($) ($) ($) (#) ($)
<S> <C> <C> <C> <C> <C> <C> <C>
James S. 1994 299,139 - - -<F2> 18,000 10,570
Gleason 1993 293,273 - - - 19,000 14,757
President and 1992 305,004 - - - 16,000 14,382
Chief
Executive
Officer
Richard 1994 120,549 - - -<F3> 4,000 7,264
Johnstone 1993 116,658 - - 45,375 3,500 7,049
Vice President-
Technology
The Gleason
Works
Ralph E. 1994 117,641 - 12,103<F4> -<F5> 4,500 7,060
Harper 1993 111,542 - - - 5,000 6,337
Vice President 1992 108,000 - - - 3,500 5,493
Secretary &
Treasurer
Gary J. Kimmet 1994 116,105 - - -<F6> 4,000 7,033
Vice President- 1993 112,231 - - - 5,000 6,701
Engineering, 1992 112,008 - - - 3,000 5,916
The Gleason
Works
John B. 1994 115,808 - - -<F7> 4,500 6,955
Kodweis 1993 110,060 - - - 5,000 6,535
Vice President- 1992 104,004 - - - 3,500 5,513
Administration
and Human
Resources
<FN>
<F1> Holders of restricted stock are entitled to vote and receive dividends thereon.
<F2> Mr. Gleason holds an aggregate of 7,412 shares of restricted stock valued, as of fiscal year end,
at $109,327.
<F3> Mr. Johnstone holds an aggregate of 2,200 shares of restricted stock valued as of fiscal year end
at $32,450. The 1993 award was 3,000 shares, of which 1,000 became unrestricted on the first
anniversary of the award and 2,000 of which become unrestricted on the second anniversary of the
award.
<PAGE>
<F4> Includes $10,038 for use of a Company owned vehicle and for the market value of a four year old
Company owned vehicle which was purchased by the named Executive Officer.
<F5> Mr. Harper holds an aggregate of 2,392 shares of restricted stock valued, as of fiscal year end,
at $35,282.
<F6> Mr. Kimmet holds an aggregate of 4,793 shares of restricted stock valued, as of fiscal year end,
at $70,697.
<F7> Mr. Kodweis holds an aggregate of 3,135 shares of restricted stock valued, as of fiscal year end,
at $46,241.
<F8> Includes for 1994: $6,000, $4,822, $4,706, $4,667 and $4,632 in defined contribution retirement
plan awards on behalf of Messrs. Gleason, Johnstone, Harper, Kimmet and Kodweis, respectively,
and $1,443, $1,199, $1,159, $1,171 and $1,155 in contributions to the Company's 401(k) plan for
their benefit, respectively, and $3,127, $1,243, $1,195, $1,195, and $1,168 in group term life
insurance premiums, respectively.
</TABLE>
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<TABLE>
STOCK OPTION GRANTS IN LAST FISCAL YEAR
<CAPTION>
Potential Realizable
Securities Exercise Value at Assumed
Underlying % of Total or Base Annual Rate of Stock
Options Options Price Price Appreciation for
Granted<F1> Granted to ($ per Expiration Option Term<F2>
Name (#) Employees Share) Date 5%($) 10%($)
<S> <C> <C> <C> <C> <C> <C>
James S. Gleason 18,000 27.7 15.125 12/13/04 171,216 433,890
Richard Johnstone 4,000 6.2 15.125 12/13/04 38,048 96,420
Ralph E. Harper 4,500 6.9 15.125 12/13/04 42,804 108,868
Gary J. Kimmet 4,000 6.2 15.125 12/13/04 38,048 96,420
John B. Kodweis 4,500 6.9 15.125 12/13/04 42,804 108,868
All Employees 65,000 100.0 15.125 12/13/04 618,280 1,566,825
All Stockholders 49,106,213 124,443,364
All Employee Gains
as % of all
Stockholder Gains 1.26% 1.26%
<FN>
<F1> All options are exercisable at market value (average of high and low stock prices for the
Company's Common Stock) at the date of grant. The exercise price may be paid by cash or by
delivery of shares of the Company's Common Stock already owned by the executive officer.
<F2> Gains are reported net of the option exercise price but before taxes associated with exercise.
These amounts represent certain assumed rates of appreciation only. Actual gains, if any, on
stock option exercises are dependent on the future performance of the Common Stock, overall stock
market conditions, as well as the optionholders' continued employment through the vesting period.
The amounts reflected in this table may not necessarily be achieved.
</TABLE>
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<TABLE>
OPTION EXERCISES IN LAST FISCAL YEAR AND
YEAR END OPTION VALUES<F1>
<CAPTION>
Number of Securities Underlying
Unexercised Options at Value of Unexercised In-The-Money
Fiscal Year End Options at Fiscal Year End<F2>
(#) ($)
Name Exercisable Unexercisable Exercisable Unexercisable
<S> <C> <C> <C> <C>
James S. Gleason 119,900 18,000 71,750 0
Richard Johnstone 7,000 4,000 438 0
Ralph E. Harper 14,500 4,500 625 0
Gary J. Kimmet 12,000 4,000 625 0
John B. Kodweis 25,803 4,500 11,807 0
<F1> No stock options were exercised by the named individuals in 1994.
<F2> Based on the difference between the option exercise prices and the closing price on the
New York Stock Exchange, composite transactions of the Company's common stock on 12/30/94
($14.75).
</TABLE>
14
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PENSION PLAN AND EXECUTIVE AGREEMENTS
To enhance its ability to attract key employees whose
retirement benefits would be limited by their length of
service, the Company has adopted a Supplemental Retirement Plan
("SRP"), an unfunded defined benefit plan which, when combined
with benefits from other Company retirement plans in which
participants participate, social security benefits and certain
other sources of retirement income, provides participants a
minimum level of total retirement income, up to a maximum of 55%
of final average earnings. Also, the SRP supplements the pension
benefits of SRP participants by direct payment of amounts by
which the participant's benefits under the Retirement Plan are
limited by the Internal Revenue Code. Under the SRP, final
average earnings are determined by reference to the three years
in which the participant was most highly paid in the five years
preceding retirement. SRP participants, who include all the
persons named in the preceding Summary Compensation Table except
Mr. Johnstone, are selected by the Executive Compensation
Committee of the Board of Directors. The following table
illustrates the annual retirement benefits payable under the SRP,
together with the other retirement plans in which executive
officers participate, without regard to the Internal Revenue Code
limitations, calculated on a single life annuity basis. These
hypothetical benefit amounts are reduced by certain other sources
of retirement income, including reductions for social security
benefits, other retirement income payable to the employee by
prior employers and employer contributions to the employee's
account in the Company's Savings Plan that apply to the SRP.
Final 10 years 20 years 30 years 40 years
Average of Credited of Credited of Credited of Credited
Earnings Service Service Service Service
$100,000 $ 30,000 $ 40,000 $ 50,000 $ 55,000
$150,000 $ 45,000 $ 60,000 $ 75,000 $ 82,500
$200,000 $ 60,000 $ 80,000 $100,000 $110,000
$250,000 $ 75,000 $100,000 $125,000 $137,506
$300,000 $ 90,000 $120,000 $150,000 $165,000
$350,000 $105,000 $140,000 $175,000 $192,500
NOTE: As of December 31, 1994, the number of credited full
years of service for those persons named in the
preceding compensation table are as follows:
Mr. Gleason: 35; Mr. Harper: 22; Mr. Kimmet: 27; and
Mr. Kodweis: 15.
The Company has agreed that if Mr. Johnstone is
employed by it through the end of 1995, it will provide him
retirement benefits equivalent to those he would have received
had he remained with his former employer, less the value of such
benefits he is entitled to from that employer and less the value
of certain other benefits he received from the Company.
15
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<PAGE>
The Company has entered into agreements with Messrs.
Gleason, Johnstone, Harper, Kimmet and Kodweis providing for
severance benefits under certain circumstances ("Executive
Agreements"). The terms "change of control," "cause,"
"disability" and "good reason" are used in the following
description as defined in the Executive Agreements. If, while
there is pending or within two years after a change in control,
the Company terminates the executive's employment other than for
cause or due to death or disability, or if the executive
terminates his employment for good reason, the executive is
entitled to receive: (1) salary through the termination date;
(2) normal severance pay plus a cash payment of two times his
highest annual compensation (including base salary and incentive
compensation) for the three preceding years; (3) a cash payment
to compensate for the additional pension benefits he would have
received had he remained employed by the Company for two
additional years; (4) a cash payment equal to two times the
annual cost of his employee benefits, other than retirement and
stock option plans; and (5) a cash payment of the present value
of his accrued benefit under SRP, including credit for two
additional years of service. Payments are limited to an amount
which will not be subject to the excise tax imposed by Sections
2806 and 4999 of the Internal Revenue Code.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
As indicated previously, the members of the Executive
Compensation Committee are Robert A. Sherman, Chairman, Julian W.
Atwater, J. David Cartwright and Donald D. Lennox. Julian W.
Atwater, P.C. is a partner in the law firm of Nixon, Hargrave,
Devans & Doyle, the Company's general counsel.
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AUDITORS
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE
APPOINTMENT OF ERNST & YOUNG LLP.
The Board of Directors has recommended that Ernst &
Young LLP be appointed as auditors of the Company for 1995. A
representative of that firm will be present at the Annual Meeting
with the opportunity to make a statement and will be available to
respond to appropriate questions.
PROPOSALS OF STOCKHOLDERS
In order to be eligible for inclusion in the Company's
proxy statement and form of proxy for next year's Annual Meeting,
stockholder proposals that action be taken at the meeting must be
received at the Company's principal executive offices by
December 1, 1995.
OTHER MATTERS
The Board of Directors of the Company knows of no other
matters to be presented at the meeting. However, if any other
matters properly come before the meeting, the persons named in
the enclosed proxy will vote on such matters in accordance with
their best judgment.
The cost of solicitation of proxies will be borne by
the Company. In addition to solicitation by mail, some officers
and regular employees of the Company may, without extra
compensation, solicit proxies personally or by telephone or
telegraph and the Company will request brokerage houses,
nominees, custodians and fiduciaries to forward proxy materials
to beneficial owners and will reimburse their expenses.
STOCKHOLDERS MAY RECEIVE A COPY OF THE COMPANY'S ANNUAL
REPORT ON FORM 10-K FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION WITHOUT CHARGE ON REQUEST TO THE SECRETARY, GLEASON
CORPORATION, P.O. BOX 22970, ROCHESTER, NEW YORK 14692-2970.
March 31, 1995
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18
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GLEASON CORPORATION
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints James S. Gleason and
Ralph E. Harper, and either of them, with full power of
substitution, attorneys and proxies to represent the undersigned
at the Annual Meeting of Stockholders of Gleason Corporation to
be held on May 2, 1995, and at any adjournment or adjournments
thereof, with all the power which the undersigned would possess
if personally present, and to vote all shares of stock which the
undersigned may be entitled to vote at said meeting, hereby
revoking any earlier proxy for said meeting.
(To be Signed on Reverse Side)
<PAGE>
<PAGE>
(X) Please mark your votes as in this example.
The Board of Directors recommends a vote FOR the
Election of Directors and FOR Proposal (2).
1. ELECTION OF DIRECTORS.
FOR ( )
WITHHELD ( )
Nominees: Martin L. Anderson, John W. Guffey, Jr. and
Robert A. Sherman
FOR, except vote withheld from the following nominee(s):
____________________________________________________
2. PROPOSAL TO APPOINT ERNST & YOUNG LLP AS INDEPENDENT
AUDITORS FOR 1995.
FOR AGAINST ABSTAIN
( ) ( ) ( )
3. In accordance with their judgment in connection with the
transaction of such other business, if any, as may properly
come before the meeting.
IF NOT OTHERWISE MARKED, THE SHARES REPRESENTED BY THIS PROXY
SHALL BE VOTED IN THE ELECTION OF THE DIRECTORS AND FOR PROPOSAL
(2).
PLEASE COMPLETE, DATE, SIGN AND RETURN IN THE ENCLOSED ENVELOPE.
Signature(s) __________________________ Date _____________
NOTE: Name of stockholder should be signed exactly as it appears
on this proxy. When shares are held jointly, both should
sign.
