SCHEDULE 14A
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities and 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 ss.240.14a-11(c) or ss.240.14a-12
LSI Industries Inc.
--------------------------------------------------------------------------------
(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):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i) (4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined)
(4) Proposed maximum aggregate value of transaction:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of this filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE>
[LSI Industries Logo]
Notice of Annual Meeting
and Proxy Statement
September 25, 2000
Dear Shareholder:
We invite you to attend our annual meeting of shareholders on Thursday, November
9, 2000, at the Company's headquarters located at 10000 Alliance Road,
Cincinnati, Ohio. At the meeting, you will hear a report on our operations and
have a chance to meet your directors and executives.
This booklet includes the formal notice of the meeting and the proxy statement.
The proxy statement tells you more about the agenda and procedures for the
meeting. It also describes how the Board operates and gives a personal
information about our director candidates.
Even if you only own a few shares, we want your shares to be represented at the
meeting. I urge you to complete, sign, date and promptly return your proxy card
in the enclosed envelope.
Sincerely yours,
/s/ Robert J. Ready
Robert J. Ready
Chairman of the Board,
Chief Executive Officer, and President
<PAGE>
[LSI Industries Logo]
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS OF
LSI INDUSTRIES INC.
Time:
10:00 a.m., Eastern Standard Time
Date:
Thursday, November 9, 2000
Place:
LSI Industries Corporate Headquarters
10000 Alliance Road
Cincinnati, Ohio 45242
Purpose:
o Elect Directors
o Ratify the appointment of Arthur Andersen LLP as the Company's
independent public accountants for fiscal year 2001
o Conduct other business if properly raised
Only shareholders of record on September 14, 2000 may vote at the meeting. The
approximate mailing date of the Proxy Statement and accompanying Proxy Card is
September 27, 2000.
Your vote is important. Please complete, sign, date, and promptly return your
proxy card in the enclosed envelope.
/s/ Robert J. Ready
Robert J. Ready
Chairman of the Board,
Chief Executive Officer, and President
September 25, 2000
<PAGE>
LSI Industries Inc.
Proxy Statement
Table of Contents
Begins on
Page
---------
INTRODUCTION................................................................ 1
VOTING AT ANNUAL MEETING.................................................... 1
General Information................................................ 1
Principal Shareholders............................................. 2
Voting by Proxy.................................................... 2
Shareholder Proposals.............................................. 2
Proposal 1. Election of Directors........................ 3
Proposal 2. Ratification of Appointment of
Independent Public Accountants............... 3
Other Matters............................................. 4
MANAGEMENT.................................................................. 4
Directors and Executive Officers................................... 4
Board Actions...................................................... 5
Section 16(a) Beneficial Ownership Reporting Compliance............ 6
Executive Compensation............................................. 7
Stock Options...................................................... 7
REPORT OF THE COMPENSATION COMMITTEE........................................ 8
Base Compensation.................................................. 8
Incentive Compensation............................................. 9
Stock Option Grants................................................ 9
CORPORATE PERFORMANCE GRAPH................................................. 9
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION.................10
OTHER MATTERS...............................................................10
QUESTIONS...................................................................11
<PAGE>
LSI INDUSTRIES INC.
10000 Alliance Road
Cincinnati, Ohio 45242
Telephone (513) 793-3200
------------------------------------------
P R O X Y S T A T E M E N T
Annual Meeting of Shareholders
November 9, 2000
INTRODUCTION
The Board of Directors of LSI Industries Inc. is requesting your Proxy for
the Annual Meeting of Shareholders on November 9, 2000, and at any adjournment
thereof, pursuant to the foregoing Notice. This Proxy Statement and the
accompanying proxy were first mailed on September 27, 2000, to shareholders of
record on September 14, 2000.
VOTING AT ANNUAL MEETING
General Information
Shareholders may vote in person or by proxy at the Annual Meeting. Proxies
given may be revoked at any time by filing with the Company either a written
revocation or a duly executed proxy bearing a later date, or by appearing at the
Annual Meeting and voting in person. All shares will be voted as specified on
each properly executed proxy. If no choice is specified, the shares will be
voted as recommended by the Board of Directors, namely "FOR" Proposal 1 to elect
the three persons nominated as Class B directors by the Board of Directors, and
"FOR" Proposal 2 (Ratification of Appointment of Independent Public
Accountants).
As of September 14, 2000, the record date for determining shareholders
entitled to notice of and to vote at the Annual Meeting, LSI Industries had
10,291,119 Common Shares outstanding. Each share is entitled to one vote. Only
shareholders of record at the close of business on September 14, 2000, will be
entitled to vote at the Annual Meeting. Abstentions and shares otherwise not
voted for any reason, including broker non-votes, will have no effect on the
outcome of any vote taken at the Annual Meeting.
<PAGE>
Principal Shareholders
As of September 7, 2000, the following are the only shareholders known by
the Company to own beneficially 5% or more of its outstanding Common Shares:
Amount and Nature of Percent
Name of Beneficial Owner Beneficial Ownership Of Class
------------------------ -------------------- --------
T. Rowe Price Associates, Inc. 1,007,300 9.68%
100 East Pratt Street
Baltimore, MD 21202
Fleet Investment Advisors, Inc. 615,005 5.91%
75 State Street
Boston, MA 02109
Robert J. Ready 557,843 (a) 5.36%
10000 Alliance Road
Cincinnati, Ohio 45242
Dalton, Greiner, Hartman, Maher & Co. 521,900 5.01%
565 Fifth Avenue
Suite 2101
New York, NY 10017-2413
(a) Includes 14,685 shares held in the Company's non-qualified Deferred
Compensation Plan, and 130,488 shares held in trust for Mr. Ready's
children. Mr. Ready disclaims beneficial ownership of shares held by or in
trust for his children.
Voting by Proxy
All properly signed proxies will, unless a different choice is indicated,
be voted "FOR" the election of the three nominees for Class B directors proposed
by the Board of Directors, and ratification of the appointment of independent
public accountants.
If any other matters come before the meeting or any adjournment, each proxy
will be voted in the discretion of the individuals named as proxies on the card.
Shareholder Proposals
Shareholders who desire to have proposals included in the Notice for the
2001 Annual Meeting of Shareholders must submit their proposals to the Company
at its offices on or before May 30, 2001.
The form of Proxy for the Annual Meeting of Shareholders grants authority
to the persons designated therein as proxies to vote in their discretion on any
matters that come before the meeting, or any adjournment thereof, except those
set forth in the Company's Proxy Statement and except for matters as to which
adequate notice is received. In order for a notice to be deemed adequate for the
2001 Annual Shareholders' Meeting, it must be received prior to August 13, 2001.
<PAGE>
Proposal 1. Election of Directors
The Company's Code of Regulations provides that the Board of Directors be
composed of two classes of directors, Class A and Class B, with each class
elected for a two-year term. One class is elected annually. The terms of the
Class A directors expire at the 2001 Annual Meeting of Shareholders while the
terms of the Class B directors expire at the 2000 Annual Meeting of
Shareholders.
The Board is nominating for reelection three present Class B directors,
namely, Allen L. Davis, Wilfred T. O'Gara and James P. Sferra. Proxies solicited
by the Board will be voted for the election of these three nominees.
All Class B directors elected at the Annual Meeting will be elected to hold
office for two years and until their successors are elected and qualified.
In voting to elect directors, shareholders are entitled to one vote for
each share held of record. Shareholders are not entitled to cumulate their votes
in the election of directors.
Should any of the nominees become unable to serve, proxies will be voted
for any substitute nominee designated by the Board. Nominees receiving the
highest number of votes cast for the positions to be filled will be elected.
Recommendation of the Board of Directors
----------------------------------------
The Board of Directors recommends a vote in FAVOR of each of the
directors nominated in this Proxy Statement. Nominees receiving the
highest number of votes will be elected.
Proposal 2. Ratification of Appointment of Independent Public Accountants
The Board of Directors appointed Arthur Andersen LLP as the Company's
independent public accountants for fiscal 2001. Arthur Andersen LLP has been the
independent public accounting firm for the Company since March 1996. Although
not required by law, the Board is seeking shareholder ratification of its
selection. If ratification is not obtained, the Board intends to continue the
employment of Arthur Andersen LLP at least through fiscal 2001.
Representatives of Arthur Andersen LLP are expected to be present at the
Shareholders' Meeting and will be given an opportunity to comment, if they so
desire, and to respond to appropriate questions that may be asked by
shareholders.
Recommendation of the Board of Directors
----------------------------------------
The Board of Directors recommends a vote in FAVOR of Proposal 2. The
affirmative vote of a majority of Common Shares voting at the Annual
Meeting is required for ratification of this proposal.
<PAGE>
Other Matters
Any other matters considered at the Annual Meeting, including adjournment,
will require the affirmative vote of a majority of Common Shares voting.
MANAGEMENT
Directors and Executive Officers
The directors and executive officers of LSI Industries are:
Common Shares
Beneficially Owned
-------------------------
Name and Age Position Amount Percentage
----------------------- ------------------------ ----------- ----------
Robert J. Ready (a) Chairman, President, 557,843 (d) 5.36%
60 and Chief Executive
Officer
James P. Sferra (a) Executive Vice 210,568 (e) 2.02%
61 President -
Manufacturing;
Secretary and Director
Ronald S. Stowell Vice President, Chief 33,415 (e) *
50 Financial Officer and
Treasurer
Michael J. Burke (b)(c) Director and Assistant 33,000 (e) *
57 Secretary
Allen L. Davis (b)(c) Director 32,812 (e) *
58
Wilfred T. O'Gara (b)(c) Director 4,000 (e) *
43
All Directors and
Executive Officers _______ ______
as a Group (Six Persons) 871,638 8.38%
======= =====
--------------------
Information as of September 7, 2000
(a) Executive Committee Member
(b) Compensation Committee Member
(c) Audit Committee Member
(d) See "Principal Shareholders"
(e) Includes options exercisable within 60 days for Mr. Sferra of 5,000
shares, Mr. Stowell of 5,000 shares, Mr. Burke of 21,000 shares, Mr.
Davis of 21,000 shares, and Mr. O'Gara 3,000 shares; and indirect
beneficial ownership for Mr. Sferra of 6,732 shares.
* Less than 1%
<PAGE>
Robert J. Ready is the founder of the Company and has been its President
and a Director since 1976. Mr. Ready was appointed Chairman of the Board of
Directors in February 1985. Mr. Ready is also a Director of Meridian
Diagnostics, Inc. (a Nasdaq listed company) and of Superior Label Systems, Inc.
James P. Sferra shared in the formation of the Company. Mr. Sferra has
served as Corporate Vice President of Manufacturing from November 1989 to
November 1992, and as Executive Vice President-Manufacturing since then. Prior
to that, he served as Vice President-Manufacturing of LSI Lighting Systems, a
division of the Company. Mr. Sferra has served as a Director since 1976, and was
appointed Secretary in 1996.
Ronald S. Stowell has served as Chief Financial Officer since joining the
Company in December 1992, and was appointed Treasurer in November 1993 and Vice
President in November 1997. From 1985 to November 1992, Mr. Stowell served as
Corporate Controller of Essef Corporation (a Nasdaq listed company), Chardon,
Ohio, a manufacturer of high performance composite and engineered plastics
products.
Michael J. Burke was elected a Director and Assistant Secretary of the
Company in February 1985. Mr. Burke is a Managing Partner of the Cincinnati law
firm of Keating, Muething & Klekamp, P.L.L., counsel to the Company, and has
been associated with that firm since 1968.
Allen L. Davis was elected a Director of the Company in February 1985. Mr.
Davis served as President and Chief Executive Officer, and as Director of
Provident Financial Group, Inc. (a Nasdaq listed company) and The Provident
Bank, Cincinnati, Ohio from 1986 and 1984, respectively, to May 1998 at which
time he retired. In April 2000 Mr. Davis was named CEO of CNG Financial Corp., a
consumer finance company.
Wilfred T. O'Gara was appointed a Director of the Company in January 1999
to fill the vacancy which was created by the death of an LSI Industries director
in 1997. Mr. O'Gara was named Co-Chief Executive Officer of Kroll-O'Gara and CEO
of the Security Products and Services Group in April, 2000. Previously he had
served as Kroll-O'Gara's President and COO since the Kroll Holdings merger and
as its CEO from August, 1996 until that merger. In addition, Mr. O'Gara has
served in various executive officer and director positions in its subsidiaries
and predecessors since 1983.
Board Actions
The Board of Directors met seven times during fiscal 2000.
The Executive Committee, composed of Messrs. Ready (Chairman), and Sferra,
is responsible, during the intervals between meetings of the Board of Directors,
for exercising all the powers of the Board of Directors in the management and
control and the business of the Company to the extent permitted by law. The
Executive Committee did not meet during fiscal 2000.
The Audit Committee, composed of Messrs. Davis (Chairman through fiscal
1999), Burke and O'Gara (Chairman beginning in fiscal 2000), is responsible for
reviewing the Company's internal accounting operations. It also recommends the
appointment of the Company's independent public accountants and reviews the
relationships between the Company and the independent public accountants. The
Audit Committee met three times during fiscal 2000.
<PAGE>
The Compensation Committee, composed of Messrs. Burke (Chairman), Davis,
and O'Gara, is responsible for establishing compensation levels for management
and for administering the Company's stock option plans and Deferred Compensation
Plan. The Compensation Committee met two times during fiscal 2000.
The Company does not have a Nominating Committee.
During fiscal year 2000, directors who are not employees of the Company
received $13,000 per year for serving as a Director plus $1,200 for each meeting
attended. Committee members received $750 per year for serving as Chairman of a
committee plus $600 for each committee meeting attended. Directors who are
employees of the Company do not receive any compensation for serving as a
Director. John Taylor, Jr., board member through November 11, 1999, attended 60%
of the aggregate of the total number of meetings of the Board of Directors and
Committees of which he was a member while he was on the board during fiscal year
2000. All other directors attended at least 75% of the aggregate of the total
number of meetings of the Board of Directors and Committees of which they were
members. Non-employee directors received an annual grant of an option to
purchase 1,500 Common Shares at the market price at the time of grant. The
option is exercisable at the time of grant and has a ten year life.
Section 16(a) Beneficial Ownership Reporting Compliance
The Company's independent directors, Michael J. Burke, Allen L. Davis and
Wilfred T. O'Gara are granted annual options to purchase common shares pursuant
to the Company's Directors' Stock Option Plan. The grant of those options is
required to be reported on Forms 4 or 5 by Section 16(a) of the Securities
Exchange Act of 1934. Those persons failed to file the required forms on a
timely basis with respect to the annual issuance of directors' options for each
of the fiscal years 1997 through 2000 in the case of Mr. Burke; fiscal years
1995 through 2000 in the case of Mr. Davis; and fiscal year 2000 in the case of
Mr. O'Gara. The required forms have been filed.
<PAGE>
Executive Compensation
The following table sets forth information regarding annual, long-term, and
other compensation paid by the Company to its Chief Executive Officer and each
of the other two executive officers at June 30, 2000 during each of the last
three fiscal years for services rendered to the Company and its subsidiaries.
Summary Compensation Table
<TABLE>
<CAPTION>
Annual Compensation
----------------------------------
Other
Annual Securities All Other
Name and Compensation Underlying Compensation
Principal Position Year Salary Bonus (1) Options(2) (3)
-------------------------- ---- -------- --------- ------------ ---------- ------------
<S> <C> <C> <C> <C> <C> <C>
Robert J. Ready 2000 $441,480 $ 64,015 $39,400 -- $108,388
Chairman, President 1999 424,500 212,250 27,892 -- 112,670
and Chief Executive 1998 410,000 205,000 31,300 -- 80,116
Officer
James P. Sferra 2000 336,128 48,739 18,400 -- 64,601
Executive Vice President- 1999 323,200 161,600 17,200 -- 61,955
Manufacturing; Secretary 1998 312,200 156,100 17,200 5,000 41,643
Ronald S. Stowell 2000 188,760 27,370 20,900 -- 36,889
Vice President, Chief 1999 181,500 105,750 19,300 -- 48,529
Financial Officer, and 1998 165,000 79,895 18,900 10,000 21,138
Treasurer
----------------------
<FN>
(1) Other Annual Compensation consists of automobile allowances for all
executive officers as well as professional fee allowances for Mr. Ready,
and Mr. Sferra.
(2) Represents Common Shares underlying options awarded under the Company's
stock option plans.
(3) All Other Compensation includes Retirement Plan and Deferred Compensation
Plan contributions, premiums paid on long-term disability and life
insurance policies, and payment of accrued vacation.
</FN>
</TABLE>
Stock Options
No stock options were granted in fiscal year 2000 to the executive officers
shown in the Summary Compensation Table. The following table contains
information concerning the exercise and appreciation of stock options held by
the Named Executives.
Fiscal 2000 Option Exercises and Year-End Option Values
<TABLE>
<CAPTION>
Number of
Securities Underlying Value of
Shares Unexercised Options Unexercised In-the-Money
Acquired on Value at Fiscal Year-End Options at Fiscal Year-End(1)
Name Exercise Realized Exercisable/Unexercisable Exercisable/Unexercisable
------------------ ----------- --------- ------------------------- -----------------------------
<S> <C> <C> <C> <C>
Robert J. Ready 13,500 $19,980 -- / -- $ -- / $ --
James P. Sferra 4,500 $ 6,660 5,000 / -- $290 / $ --
Ronald S. Stowell 15,000 $68,250 2,500 / 7,500 $145 / $435
<FN>
(1) In-the-Money Options are options for which the market value of the
underlying Common Shares exceeds the exercise price. Calculation is based
upon the market value of the underlying Common Shares at fiscal year-end,
minus the exercise price.
</FN>
</TABLE>
REPORT OF THE COMPENSATION COMMITTEE
The Compensation Committee of the Board of Directors has furnished the
following report on executive compensation for fiscal year 2000.
The Compensation Committee annually establishes salaries, bonuses and stock
option awards for executive officers and key management personnel. The Committee
reviews the performance of the Company's executive officers on an individual
basis and also reviews each executive's performance in connection with the
Company's overall performance. The Committee desires to establish executive
compensation that enhances the Company's overall fundamental objective of
providing long-term value for its share holders and employees. In addition,
major emphasis is being placed on retaining current management and incentivizing
key managers to align their interests to make them consistent with the Company's
growth. The Committee believes that the interests of management and shareholders
can be more closely aligned by providing executives with competitive levels of
compensation that will enable LSI Industries to attract and retain key
executives by rewarding exceptional individual performance, and by tying
executive pay to personal goals as well as overall corporate performance.
During fiscal 2000, the Compensation Committee recommended to the Board
that a compensation survey be performed by an independent consultant. The Board
agreed and Arthur Andersen LLP was hired to analyze the Company's compensation
program and to provide bench marking and a competitive analysis of the total
compensation packages and benefits paid by the Company to its top management.
The Compensation Committee will consider the results of this survey in fiscal
2001 to determine the various elements of compensation of the Company's senior
officers, including the granting of additional stock options.
The Committee uses base salaries, incentive and deferred compensation
arrangements, and stock options designed to tie a portion of the executive's
compensation to the stock market performance of the Company's Common Shares when
establishing executive and managerial compensation programs.
Base Compensation
The Committee reviewed the base salaries of the Company's executive
officers and each executive's level of responsibility and potential, as well as
salary levels offered by competitors and the overall competition in the existing
marketplace. Each executive's particular division of the Company was reviewed,
and its contribution to the overall results of the Company assessed. The
Committee used this information to determine the executive's base compensation
level and to set the performance goals for the upcoming year.
The Committee applied a collective, subjective evaluation of the above
factors to determine the annual base compensation level of its executive
officers in light of the Company's performance and, in certain cases, its
various divisions. The Committee did not utilize a particular objective formula
as a means of establishing annual base compensation levels. Mr. Ready's salary
was established on the same basis.
<PAGE>
Incentive Compensation
Incentive compensation awards for performance during fiscal 2000 were made
to those employees based upon the achievement of specific goals set forth in the
strategic Plan adopted for the 2000 fiscal year. The Plan states that 20% of
certain employees' bonuses are based upon overall corporate results, with the
remaining 80% based upon divisional results. Bonuses for Corporate officers are
based entirely on overall corporate results.
Stock Option Grants
The shareholders of LSI Industries established a Stock Option Plan to
provide a method of attracting, retaining and providing appropriate incentives
to key employees. The Committee is responsible for the administration of this
Plan, both with respect to executive officers and all other employees. To that
end, the Committee determines which employees receive options, the time of grant
and the number of shares subject to the option. All option prices are set at
100% of market value on the date of grant. The Committee bases its individual
option awards upon the past contributions of the particular employee as well as
the capability of the employee to positively impact the Company's future success
and profitability. In fiscal 2000 a total of 13 employees, none of whom were
Corporate officers or executive officers shown in the Summary Compensation
Table, were granted options to purchase a total of 14,300 common shares of the
Company.
Compensation Committee
Michael J. Burke, Chairman
Allen L. Davis
Wilfred T. O'Gara
CORPORATE PERFORMANCE GRAPH
The following graph compares the cumulative total shareholder return on the
Company's Common Shares during the five fiscal years ended June 30, 2000, with a
cumulative total return on the Nasdaq Stock Market Index (U.S. companies) and
the Dow Jones Electrical Equipment Index. The comparison assumes $100 was
invested June 30, 1995 in the Company's Common Shares and in each of the indexes
presented; it also assumes reinvestment of dividends.
<PAGE>
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
LSI Nasdaq Dow Jones
Industries Market Index Electrical
June 30 Inc. (U.S.) Equipment Index
------- ---------- ------------ ---------------
1995 100 100 100
1996 137 128 119
1997 109 156 149
1998 164 206 152
1999 201 296 207
2000 129 437 233
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Michael J. Burke, who is Chairman of the Compensation Committee, is a
co-managing partner of Keating, Muething & Klekamp, P.L.L., Cincinnati, Ohio, a
law firm that provided legal services to the Company in fiscal year 2000.
Scott D. Ready, age 38, is Vice President Sales of the Petroleum Lighting
Division of LSI Industries and is the son of Robert J. Ready, Chairman,
President and Chief Executive Officer of LSI Industries. In fiscal year 2000,
Scott D. Ready's total compensation was $166,615. J. Scott Sferra, age 36, is
General Manager Support Operations of the Cincinnati Operations of LSI
Industries and is the son of James P. Sferra, Director, Secretary and Executive
Vice President Manufacturing of LSI Industries. In fiscal year 2000, J. Scott
Sferra's total compensation was $82,177. Neither Scott D. Ready nor J. Scott
Sferra were granted any stock options in fiscal year 2000.
<PAGE>
OTHER MATTERS
LSI Industries is not aware of any other matters to be presented at the
Annual Meeting other than those specified in the Notice.
QUESTIONS
If you have any questions or need more information about the annual
shareholders' meeting, write to or contact:
LSI Industries Inc.
Ronald S. Stowell,
Vice President, Chief Financial
Officer & Treasurer
10000 Alliance Road
Cincinnati, Ohio 45242
(513) 793-3200
For more information about your stock ownership, call the Provident Bank at
(513) 763-8113.
We also invite you to visit the LSI Industries site on the Internet at
www.lsi-industries.com. Internet site materials are for your general information
only and are not part of this proxy solicitation.
By order of the Board of Directors
/s/ James P. Sferra
James P. Sferra
Secretary
Dated: September 25, 2000
<PAGE>
LSI INDUSTRIES INC.
The undersigned hereby appoints Michael J. Burke and Robert
J. Ready, or any one of them, proxies of the undersigned,
PROXY each with the power of substitution, to vote all Common
FOR Shares which the undersigned would be entitled to vote at
ANNUAL the Annual Meeting of Shareholders of LSI Industries Inc. to
MEETING be held on November 9, 2000 at 10:00 a.m., Eastern Standard
Time at the Company's headquarters located at 10000 Alliance
Road, Cincinnati, Ohio and any adjournment of such meeting
on the matters specified below and in their discretion with
respect to such other business as may properly come before
the meeting or any adjournment thereof.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE FOLLOWING PROPOSALS:
1. Authority to elect as Class B Directors the three nominees below.
FOR ___ WITHHOLD AUTHORITY ___
Allen L. Davis, Wilfred T. O'Gara and James P. Sferra
WRITE THE NAME OF ANY NOMINEE(S) FOR WHOM AUTHORITY TO VOTE
IS WITHHELD ___________________________
2. Ratification of the appointment of Arthur Andersen LLP as independent
public accountants for fiscal 2001.
FOR ___ AGAINST ___ ABSTAIN ___
THIS PROXY WILL BE VOTED AS RECOMMENDED BY THE BOARD OF DIRECTORS UNLESS A
CONTRARY CHOICE IS SPECIFIED.
_______________________, 2000 ---------------------------------------------
IMPORTANT: Please sign exactly as name appears
hereon indicating, where proper, official
position or representative capacity. In the
case of joint holders, all should sign.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
