<PAGE> 1
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 [ ] 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 Rule 14a-11(c) or Rule 14a-12
PLEXUS CORP.
- -------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
PLEXUS CORP.
- -------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
[X] No fee required
[ ] $125 per Exchange Act 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) 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:
- --------------------------------------------------------------------------------
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
(1) Amount previously paid:
- --------------------------------------------------------------------------------
(2) Form, schedule or registration statement no.:
- --------------------------------------------------------------------------------
(3) Filing party:
- --------------------------------------------------------------------------------
(4) Date filed:
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(1) Set forth the amount on which the filing fee is calculated and state how it
was determined.
<PAGE> 2
PLEXUS CORP.
55 JEWELERS PARK DRIVE
P.O. BOX 156
NEENAH, WISCONSIN 54957-0156
NOTICE OF ANNUAL MEETING
OF SHAREHOLDERS
ON FEBRUARY 12, 1997
To shareholders of Plexus Corp.:
The annual meeting of shareholders of Plexus Corp. will be held at the
Valley Inn, located at 123 East Wisconsin Avenue, Neenah, Wisconsin, on
Wednesday, February 12, 1997 at 10:00 a.m., for the following purposes:
(1) To elect seven directors to serve until the next annual
meeting and until their successors have been duly elected.
(2) To transact such other business as may properly come before
the meeting or any adjournment thereof.
Only shareholders of record on the books of Plexus at the close of
business on December 13, 1996 will be entitled to vote at the meeting or any
adjournment of the meeting.
Your attention is called to the Proxy Statement accompanying this
notice for a more complete statement regarding the matters to be acted upon at
the meeting.
By Order of the Board of Directors
Joseph D. Kaufman
Secretary
Neenah, Wisconsin
January 10, 1997
PLEASE INDICATE YOUR VOTING DIRECTIONS, SIGN AND DATE THE ENCLOSED PROXY AND
RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE. IF YOU LATER FIND THAT YOU MAY BE
PRESENT OR FOR ANY OTHER REASON DESIRE TO REVOKE YOUR PROXY, YOU MAY DO SO AT
ANY TIME BEFORE IT IS VOTED.
<PAGE> 3
PROXY STATEMENT
PLEXUS CORP.
55 JEWELERS PARK DRIVE
P.O. BOX 156
NEENAH, WISCONSIN 54957-0156
* * * * * * *
SOLICITATION AND VOTING
This Proxy Statement is furnished in connection with the solicitation
of proxies by the Board of Directors of Plexus Corp. ("Plexus" or the
"Company") for the annual meeting of shareholders on Wednesday, February 12,
1997. Shares represented by properly executed proxies received by Plexus will
be voted at the meeting and any adjournment thereof in accordance with the
terms of such proxies, unless revoked. Proxies may be revoked at any time
prior to the voting thereof either by written notice filed with the secretary
or acting secretary of the meeting or by oral notice to the presiding officer
during the meeting.
Shareholders of record at the closing of business on December 13, 1996
will be entitled to one vote on each matter presented for each share so held.
At that date there were 6,543,804 shares of Common Stock outstanding. Any
shareholder entitled to vote may vote either in person or by duly authorized
proxy. Representation of a majority of the outstanding shares will constitute
a quorum at the meeting. Abstentions and shares which are the subject of
broker non-votes will be counted for the purpose of determining whether a
quorum exists at the meeting. Shares represented at a meeting for any purpose
accounted in the quorum for all matters to be considered at the meeting. The
voted proxies will be tabulated by the persons appointed as inspectors of
election.
Directors are elected by a plurality of the votes cast by the holders
of the Company's Common Stock entitled to vote at the election at a meeting at
which a quorum is present. "Plurality" means that the individuals who receive
the highest number of votes are elected as directors, up to the number of
directors to be chosen at the meeting. Any votes attempted to be cast
"AGAINST" a candidate are not given legal effect and are not counted as votes
cast in the election of directors. Therefore, any shares which are not voted,
whether by withheld authority, broker non-vote or otherwise, have no effect in
the election of directors except in the extent that the failure to vote for any
individual results in another individual receiving a larger number of votes.
Shareholders who own shares as part of Plexus' Employee Stock Savings
Plan (the "Savings Plan") will receive a separate proxy for the purpose of
voting their shares held in their account. Shares held by the Savings Plan for
which designations are not received will be voted by the Savings Plan's Trustee
at its discretion, as provided in the Savings Plan.
Expenses in connection with the solicitation of proxies will be paid
by Plexus. Upon request, Plexus will reimburse brokers, dealers, banks and
voting trustees, or their nominees, for reasonable expenses incurred in
forwarding copies of the proxy material and annual report to the beneficial
owners of shares which such persons hold of record. Solicitation of proxies
will be principally by mail. Proxies may also be solicited in person, or by
telephone, telegraph or fax, by officers and regular employees of Plexus.
This proxy material is being mailed to shareholders commencing on or
about January 10, 1997.
<PAGE> 4
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the
beneficial ownership of the Company's Common Stock by each Director, the only
persons known to the Company to be the beneficial owner of 5% or more of the
Common Stock, and all directors and executive officers as a group as of
December 1, 1996.
<TABLE>
<CAPTION>
SHARES PERCENTAGE
BENEFICIALLY OF SHARES
NAME OWNED (1) OUTSTANDING
---- ----------------- -----------------
<S> <C> <C>
Peter Strandwitz 285,647 4.3%
Gerald A. Pitner 221,356 3.4%
John L. Nussbaum 120,795 1.8%
Harold R. Miller 108,499 1.7%
Thomas J. Prosser 33,700 *
John J. McDonough 15,300 *
Rudolph T. Hoppe 5,166(2) *
All executive officers and directors
as a group (11 persons) 843,347 12.5%
Allan C. Mulder 580,763(3) 8.4%
Riggs National Bank 484,617(4) 7.4%
</TABLE>
- ------------------------------
* Less than 1%
(1) The specified persons have sole voting and sole dispositive powers as
to all such shares. The above amounts include shares subject to
options granted under the Company's 1988 Stock Option Plan and the
1995 Executive Stock Option Plan (together, the "Option Plans") and
the 1995 Directors' Stock Option Plan (the "Directors' Option Plan")
which are exercisable within 60 days. These options include those
held by Mr. Strandwitz (90,666), Mr. Nussbaum (51,666), Mr. Pitner
(25,333), Messrs. Miller, Prosser and Hoppe (3,000 each), and all
officers and directors as a group (216,370).
(2) Excludes 950 shares owned by Mr. Hoppe's wife, of which he disclaims
beneficial ownership because he does not share voting or dispositive
power.
(3) Mr. Mulder, 10618 Spicewood Trail, Boynton Beach, Florida, owns
184,724 shares of Company common stock, and 5,000 shares of Company
Class A Preferred Stock which may be converted into 396,039 shares of
Company Common Stock. In accordance with SEC rules, the above number
assumes full conversion; however, no shares of Company Class A
Preferred Stock have yet been converted.
(4) According to information provided by Riggs National Bank ("Riggs"), at
September 30, 1996, Riggs held shared voting and dispositive power as
to 484,617 shares of Common Stock. The Company believes that
substantially all of these shares were held by Riggs as trustee of the
Savings Plan. Riggs' address is 1120 Vermont Avenue, N.W., Washington
D.C. 20005-3598.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's officers and directors, and persons who own more than 10% of the
Company's Common Stock, to file reports of ownership and changes in ownership
with the Securities and Exchange Commission. Officers, directors and greater
than 10% shareholders (collectively "insiders") are required by SEC regulation
to furnish the Company with copies of all Section 16(a) forms they file.
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<PAGE> 5
All publicly-held companies are required to disclose the names of any
insiders who fail to make any such filing on a timely basis within the
preceding two years, and the number of delinquent filings and transactions,
based solely on a review of the copies of the Section 16(a) forms furnished to
the Company, or written representations that no such forms were required. On
the basis of filings and written representations received by the Company, the
Company believes that, during fiscal 1996 and the preceding fiscal year, except
as previously disclosed, the Company's insiders have complied with all Section
16(a) filing requirements applicable to them.
ELECTION OF DIRECTORS
In accordance with the Bylaws of the Company, the Board of Directors
has determined that there shall be seven directors elected at the annual
meeting of shareholders to serve until their successors are duly elected and
qualified.
The persons who are nominated as directors and for whom proxies will
be voted (unless otherwise specified by a shareholder) are named below. If any
of the nominees should decline or be unable to act as a director, which
eventuality is not foreseen, the proxies will be voted with discretionary
authority for a substitute nominee designated by the Board of Directors.
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION DIRECTOR
NAME AND AGE AND BUSINESS EXPERIENCE (1) SINCE
------------ --------------------------- -------------
<S> <C> <C>
Rudolph T. Hoppe, 70 (2) Retired; previously President and Director of The Glenora 1987
Company (investments) (4)
John J. McDonough, 60 President and Chief Executive Officer of McDonough Capital 1996
Company LLC (investments) since 1995; Chief Executive
Officer (since 1996) and Chairman of the Board and a
Director since 1995 of SoftNet, Inc. (electronic
information and document management); previously, Vice
Chairman and Chief Executive Officer of DENTSPLY
International, Inc. (dental supplier and equipment and
medical xray products) from 1993 to 1995, and Chief
Executive Officer and President of Gendex Corporation
(dental supplier and equipment and medical xray products),
which merged into DENTSPLY in 1993, prior thereto. (5)
Harold R. Miller, 68 (2)(3) Retired; previously Chairman of the Board of Marathon 1980
Engineers/Architects/Planners, Inc. (architectural and
engineering services)
John L. Nussbaum, 54 President, Chief Operating Officer and Director of the 1980
Company
Gerald A. Pitner, 55 Executive Vice President and Director of the Company 1980
Thomas J. Prosser, 60 (2)(3) Vice President-Investment Banking of Robert W. Baird & Co., 1987
Incorporated (brokerage and other financial services)
Peter Strandwitz, 59 Chairman of the Board, Chief Executive Officer and Director 1979
of the Company
</TABLE>
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<PAGE> 6
- ----------------------
(1) Unless otherwise noted, all directors have been employed in their
principal occupation listed above for the past five years or more.
(2) Member (together with Robert A. Cooper, who retired from the board in
April 1996) of the Compensation Committee, which held one meeting
during fiscal 1996. The Compensation Committee considers and makes
recommendations to the Board of Directors with respect to officers'
salaries and bonuses, reviews, approves and administers compensation
plans, and awards stock options. Mr. Miller became a member of the
Committee in August 1996.
(3) Member (together with Robert A. Cooper, who retired from the board in
April 1996) of the Audit Committee, which met twice in fiscal 1996.
The Audit Committee selects outside auditors, monitors their
activities and reviews their final reports.
(4) Also director of St. Francis Capital Corp. (savings bank holding
company).
(5) Also director of AMRESCO, Inc. (financial services), Applied Power,
Inc. (industrial products), Lunar Corporation (medical diagnostic
instruments) and Newell Corporation (consumer products).
The Board of Directors held four meetings during fiscal 1996. Each
Director attended at least 75% of the aggregate of the total number of meetings
of the Board and the total number of meetings of all committees of the Board on
which such director served during the year.
Directors' Compensation.
Each director of the Company who is not an officer or employee of the
Company or a subsidiary receives an annual directors' fee of $5,000 and an
additional $500 fee per meeting date on which the director attends a meeting of
the Board of Directors or any of its committees.
In addition, each director who is not an officer or employee of the
Company or a subsidiary is entitled in each fiscal year to receive an option
for 1,500 shares of Company Common Stock, at its market value on the date of
grant, under the Company's 1995 Directors' Option Plan. The Directors' Option
Plan was approved by Company shareholders in February 1995. Options thereunder
are fully vested upon grant, may be exercised after a minimum six month holding
period, and must be exercised prior to the earlier of ten years after grant or
one year after the persons cease to be a director. In accordance with the
Directors' Option Plan, each of the then-serving non-employees directors
received a fiscal 1996 option for 1,500 shares, exercisable at $16.625 per
share, on December 1, 1995, and subsequently received a fiscal 1997 option for
1,500 shares, exercisable at $17.625 per share, on December 2, 1996.
-4-
<PAGE> 7
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth information concerning the total
compensation of the Company's Chief Executive Officer, and its two other
highest compensated executive officers for fiscal 1996 and the preceding two
fiscal years. No other Company executive officer received a total annual
salary and bonus in excess of $100,000 during the past fiscal year.
<TABLE>
<CAPTION>
Long Term
Annual Compensation (1) Compensation
----------------------- ------------
Awards
------
Fiscal Options/SARs All Other
Year Salary ($) Bonus #(2) Compensation ($)(3)
---- ---------- ------ ---- -------------------
<S> <C> <C> <C> <C> <C>
Peter Strandwitz, 1996 $190,844 -0- 17,000 $17,776
Chairman and CEO 1995 $183,350 -0- 17,000 $2,310
1994 $171,679 -0- 15,000 $2,391
John L. Nussbaum, 1996 $156,790 -0- 15,000 $11,107
President 1995 $145,941 -0- 15,000 $3,225
1994 $135,010 -0- 10,000 $3,021
Gerald A. Pitner, 1996 $115,408 -0- 6,000 $8,250
Executive VP 1995 $114,067 -0- 6,000 $2,395
1994 $109,067 -0- 5,000 $2,396
</TABLE>
(1) While the named individuals received perquisites or other personal
benefits in the years shown, in accordance with SEC regulations, the
value of these benefits are not shown since they did not exceed, in
the aggregate, the lesser of $50,000 or 10% of the individual's salary
and bonus in any year.
(2) Represents number of shares for which options were granted under the
Company's Option Plans. No SARs have been granted.
(3) Reflects the Company's contributions to the accounts of Messrs.
Strandwitz, Nussbaum and Pitner in the Savings Plan of $1,641, $3,529
and $2,522 respectively, and the Company's contributions during the
fiscal year to such officers' accounts under the supplemental
retirement arrangements (for which funding began in September 1996) of
$16,135, $7,578 and $5,728, respectively.
-5-
<PAGE> 8
STOCK OPTIONS
The following table sets forth information with respect to the grant
of stock options in fiscal 1996 to the three executive officers named in the
Summary Compensation Table.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
Potential
Individual Grants(1) Realized Value at
- ------------------------------------------------------------------------------ Assumed Annual
% of Rates of Stock Price
Total Options/ Exercise Appreciation
Options/ SARs Granted or Base for Option Term (2)
SARs to Employees Price Expiration --------------------
Name Granted (#) in Fiscal Year ($/sh) Date 5% 10%
- ---- -------------- -------------- -------- ------------- --- ---
<S> <C> <C> <C> <C> <C> <C>
Peter Strandwitz 17,000 6.9% $13.50 8/14/06 $144,330 $365,840
John Nussbaum 15,000 5.6% $13.50 8/14/06 $127,350 $322,800
Gerald Pitner 6,000 2.3% $13.50 8/14/06 $ 50,940 $129,120
</TABLE>
- --------------------------
(1) No SARs were granted; all grants reflect stock options under the
Company's Option Plans.
(2) Assumes stated appreciation from the date of grant.
AGGREGATED OPTION/SAR EXERCISES IN
LAST FISCAL YEAR AND FISCAL YEAR END OPTION/SAR VALUE
The following table sets forth information with respect to the three
executive officers named in the Summary Compensation Table concerning the
number and value of options outstanding at September 30, 1996.
<TABLE>
<CAPTION>
Value of
Number of Unexercised In-the-
Unexercised Options/ Money Options/SARs
Shares SARs at FY-End (#)(2) at FY-End ($)(3)
Acquired on Value --------------------- ----------------
Name Exercise (#) Realized($)(1) Exercisable/Unexercisable Exercisable/Unexercisable
---- ------------ -------------- ------------------------- -------------------------
<S> <C> <C> <C> <C>
Peter Strandwitz -0- -0- 90,666 / 33,334 $380,498 / $48,563
John Nussbaum -0- -0- 51,666 / 28,334 $157,497 / $38,336
Gerald Pitner -0- -0- 25,333 / 11,667 $ 78,373 / $16,731
</TABLE>
- ----------------
(1) Represents the difference between the exercise price and the reported
closing price on the date of exercise.
(2) Represents options granted under the Company's Option Plans. No SARs
have been granted.
(3) Represents the difference between the exercise price and the $14.625
reported closing price of the Company's Common Stock on September 30,
1996.
-6-
<PAGE> 9
COMPENSATION COMMITTEE REPORT ON
EXECUTIVE COMPENSATION
The Compensation Committee of the Company's Board of Directors (the
"Committee") sets general compensation policies for the Company. The Committee
makes the primary decisions with respect to compensation of the Chairman/Chief
Executive Officer (the "CEO"), the President/Chief Operating Officer
("President") and the Executive Vice President of the Company; compensation
decisions as to all other Company officers are recommended by the CEO and the
President, subject to approval by the Committee. The Company's other
compensation programs, such as the Savings Plan and the Option Plans, are
either originated or approved by the Committee; the Committee grants stock
options under the Option Plans.
The Company's policy, which is adhered to by the Committee, is to
fairly compensate individuals for their contributions to the Company, but also
to provide value to the Company's shareholders and to consider the ability of
the Company to fund any compensation decisions, plans or programs. The
Committee believes that fair compensation packages are necessary to attract and
retain qualified executive officers. To be effective in attracting and
retaining competent individuals, compensation packages must balance short-term
and long-term considerations, as well as provide incentives to individuals
based upon the performance of the Company. For the past several fiscal years,
the Committee has evaluated compensation of Company executive officers in the
context of continuing growth, but also the continuing need for capital to
support that growth and the occasional effect on earnings of that growth. The
Committee has not retained outside consultants, and has not relied in a
significant fashion upon outside market surveys.
In determining the compensation of the CEO, the Committee reviews
numerous factors, although most of these factors are not subject to
quantification or specific weight. The primary factors reviewed (in no
particular order) are the importance of the individual's contribution to the
Company's strategic planning and long-term success; the importance of the
individual to key customer relationships; special projects and tasks undertaken
by the individual during the preceding year; and performance of the Company's
sales and earnings. Salaries are generally determined in July or August of
each year, and become effective immediately.
Compensation for Company officers is generally adjusted in July or
August of each year. In establishing the CEO's compensation, the Committee has
taken note of his role as the Company's chief strategic planner and of his role
as the primary customer contact for several important Company customers. Also,
in August 1995, the Committee noted the substantial improvement to date in the
Company's results in fiscal 1995, when sales and earnings increased
substantially. Through June 30, 1995 (the most recent information the
Committee had at its disposal), net sales increased 20% from the previous
fiscal year period. Net income increased 106% for that period. Based upon
these factors, the Committee determined in August 1995, that the CEO's (and the
two other named officers') compensation level should be adjusted to reflect
improved sales and earnings. Based upon the above factors, the Committee
approved a 14% increase in the CEO's salary effective July 1995. The next
annual review was in August 1996. Through June 30, 1996, the Company's net
sales and net income had increased 12% and 1%, respectively over the same
fiscal 1995 period. The Committee also expected higher increases in net income
in the fourth quarter, which increases in fact occurred. (Net sales and net
income in the fourth quarter of fiscal 1996 increased 10% and 48%,
respectively, as compared to the fourth quarter of fiscal 1995.) Based on
these factors, the Committee approved a 17% salary increase for the CEO
effective July 1996.
The Company has historically not paid bonuses to employees. In view
of the Committee's expectation of the Company's improved financial position and
results through August 1994, the Committee determined it would be in the
Company's best interests to provide, beginning in fiscal 1995, its executive
officers with a tangible performance-based incentive beyond that contained in
the Option Plans. Such a bonus arrangement would further motivate officers to
continue the improved performance, and provide specific non-market criteria to
evaluate performance. The Committee therefore recommended, and the Board of
Directors subsequently
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<PAGE> 10
approved, the Plexus Corp. 1995 Senior Executive Incentive Compensation Plan
(the "Bonus Plan"), which became effective in fiscal 1995. Under the Bonus
Plan, senior executive officers are eligible to receive bonuses ranging from
2.5% up to 100% of their annual salary provided the Company achieves certain
performance goals established in advance by the Committee with respect to
after-tax return on average equity and after-tax earnings per share. For
fiscal 1996, for the minimum bonus to be earned, the Company was required to
increase after-tax earnings per share to $1.41 per share (a 58% increase over
fiscal 1995) or after-tax return on average equity to 25.5% (a 53% increase
over fiscal 1995). The Committee believed that both minimum targets were very
aggressive. Because the Company did not meet these targets, no bonus was paid
for fiscal 1996.
To continue to make available stock option incentives, the Committee
recommended, and the Board of Directors adopted (subject to shareholder
approval which was received), the 1995 Executive Stock Option Plan. The
Committee believes that the option plan provides participants with a long-term
incentive to increase the overall value of the Company by providing them with a
stake in the increasing value of the Company's Common Stock on a long-term
basis. Consistent with this approach, the Committee granted to the CEO options
for 17,000 shares during fiscal 1996, which was the same as the number of
options awarded to the CEO in fiscal 1995, and reflects the Committee's
determination to grant the CEO the same number of options as the previous year
in view of the significantly improved results offset by the Committee's other
compensation initiatives.
Historically, the Company had not made special retirement arrangements
for its executive officers. In August 1996, in view of the Company's strong
performance, the Committee determined that it would be an opportune time to
recommend such arrangements for three executive officers. The Committee
believed that establishment of those arrangements would have the effect of both
rewarding past service and maintaining an additional incentive for those
officers' continued performance for the Company. As a result, the Committee
proposed, and the Company and the CEO have entered into, a supplemental
retirement agreement designed to provide specified retirement and death
benefits additional to those provided under the Company's 401(k) Savings Plan.
While the agreements are designed to provide a 15-year annual payout on
retirement at or after age 65 of 60% of final pay, the Company's commitment
under each agreement is to annually contribute a fixed dollar amount ($193,600
for the CEO) for each year until age 65 if he remains in the Company's employ.
The contributions will be invested in a life insurance policy acquired by the
Company on the CEO's life. On retirement at or after age 65, the agreement
provides for a 15-year annual installment payment stream, with each payment to
be measured by the cash values then held in the policy. The Company's
contributions would also continue to be made should the CEO's employment
terminate after a change in control, attainment of age 55 and completion of 10
years of service or disability, should the CEO terminate for "good reason" as
defined in the agreement, or should the Company terminate the executive, but
not for "cause" as defined in the agreement. Provided the CEO is able to and
does perform such duties as may be provided under a separate consulting
agreement, the 15-year installment payments would commence at 65. If the
executive voluntarily terminates other than for "good reason" and before
payments under the agreement have started, a 15-year installment payment
arrangement starts at that time, based on the then existing policy cash values.
Lump sum payments based on policy cash values become due if at any time after a
change in control the Company's consolidated tangible net worth drops below $35
million, or if the ratio of the Company's consolidated total debt to
consolidated tangible net worth becomes greater than 2.5 to 1. To the extent
that any of the payments constitute excess parachute payments subjecting the
CEO to a 20% excise tax, the agreement provides for an additional payment (the
"Gross-Up Payment") to be made by the Company to the CEO so that after the
payment of all taxes imposed on the Gross-Up Payment, the CEO retains an amount
of the Gross-Up Payment equal to the excise tax imposed. Should the CEO die
while employed or prior to receiving all of the 15-year installment payments,
certain death benefit payments become due. If the executive is terminated by
the Company for "cause" at any time before payments start and prior to a change
in control, all benefits are forfeited.
The Committee also believes that the Savings Plan provides an
additional stock-based incentive. Although employees (including the CEO) may
choose from a variety of investment funds for their contributions under the
Savings Plan, Company matching contributions on behalf of participants are made
to the Company Stock Fund of the Savings Plan, having the effect of increasing
the participants' stock ownership.
-8-
<PAGE> 11
The factors used to determine other executive officers' compensation
are essentially the same as those used for the CEO. As with the CEO, Messrs.
Nussbaum and Pitner, and other executive officers, received increases effective
in July 1995 and 1996. Increases in executive officers' salaries (other than
the CEO) in July 1995 varied from 4% to 18% in 1995, and from 0% to 20% in July
1996. The increases varied depending upon the Committee's view of the adequacy
of the particular officers' compensation compared to that officer's performance
and duties (especially when those duties significantly changed since the last
salary increase). The Committee also approved stock option awards for most of
the other executive officers of the Company, which awards varied from 15,000
shares to 4,000 shares. The number of shares subject to options granted to
executive officers was generally the same or greater than the number granted in
the preceding fiscal year, with appropriate changes to reflect the Committee's
perception of individual circumstances. The Company has also entered into a
supplemental retirement agreement with Mr. Nussbaum, and intends to enter into
such an agreement with Mr. Pitner, which are similar to the agreement with the
CEO; however, the Company's commitment under the agreement with Mr. Nussbaum
requires a fixed annual contribution of $90,920, and the agreement with Mr.
Pitner will require a fixed annual contribution dependent upon actual insurance
costs.
The Committee believes that it is highly unlikely that the
compensation of any executive officer, including the CEO, will exceed $1
million in any fiscal year. Therefore, except with respect to the Company's
option plans, it has not taken any action with respect to the provisions of
Section 162 of the Internal Revenue Code which limits the deductibility of
compensation to certain executive officers of over $1 million in any fiscal
year. Because of the shareholders' approval of the Company's option plans, the
Committee believes that any compensation income under them would not be subject
to the Internal Revenue Code's deduction limitation.
Members of the Compensation Committee:
Rudolph T. Hoppe, Chair
Thomas J. Prosser
Harold R. Miller (effective August 1996)
(Robert A. Cooper was also a member of the Compensation Committee
until his retirement from the Board of Directors in April 1996)
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
No Company insiders are members of the Committee. All of the
directors who are members of the Committee are non-employees of the Company.
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<PAGE> 12
PERFORMANCE GRAPH
The following graph compares the cumulative total return on Company
Common Stock with the NASDAQ Stock Market Index for U.S. Companies and the
NASDAQ Stock Market Index for Electronics Components Companies (both of which
include the Company). The values on the graph show the relative performance of
an investment of $100 made on September 30, 1991, in Company Common Stock and
in each of the indices.
COMPARISON OF CUMULATIVE TOTAL RETURN
[GRAPH]
<TABLE>
<CAPTION>
Measurement Period NAS-
(Fiscal Year Covered) Plexus NASDAQ DAQ/Electronics
<S> <C> <C> <C>
1991 100 100 100
1992 293 112 137
1993 213 147 264
1994 148 148 257
1995 232 204 512
1996 204 243 609
</TABLE>
AUDITORS
The Board of Directors intends to reappoint the firm of Coopers &
Lybrand L.L.P. as independent auditors to audit the financial statements of
Plexus for fiscal 1997. Representatives of Coopers & Lybrand L.L.P. are
expected to be present at the annual meeting of shareholders to respond to
appropriate questions and make a statement if they desire to do so.
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<PAGE> 13
SHAREHOLDER PROPOSALS
Shareholder proposals must be received by the Company no later than
September 12, 1997 in order to be considered for inclusion in next year's
annual meeting proxy statement. In addition, the Company's bylaws were amended
in November 1996 to provide that any proposal for action, or nomination to the
board of directors, proposed other than by the Board of Directors must be
received by the Company in writing, together with specified accompanying
information, at least 70 days prior to an annual meeting in order for such
action to be considered at the meeting. The purpose of the bylaw is to assure
adequate notice of, and information regarding, any such matter as to which
shareholder action may be sought.
By Order of the Board of Directors
Joseph D. Kaufman
Secretary
Neenah, Wisconsin
January 10, 1997
A COPY (WITHOUT EXHIBITS) OF THE COMPANY'S ANNUAL REPORT TO THE
SECURITIES AND EXCHANGE COMMISSION ON FORM 10-K FOR THE FISCAL YEAR ENDED
SEPTEMBER 30, 1996, WILL BE PROVIDED WITHOUT CHARGE TO EACH RECORD OR
BENEFICIAL OWNER OF SHARES OF THE COMPANY'S COMMON STOCK AS OF DECEMBER 13,
1996, ON THE WRITTEN REQUEST OF SUCH PERSON DIRECTED TO: THOMAS B. SABOL, VICE
PRESIDENT-FINANCE AND CFO, PLEXUS CORP., 55 JEWELERS PARK DRIVE, P.O. BOX 156,
NEENAH, WISCONSIN 54957-0156.
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<PAGE> 14
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I,3
PLEXUS CORP.
PROXY FOR 1997 ANNUAL MEETING OF SHAREHOLDERS
The undersigned hereby appoints Peter Strandwitz, John L.
Nussbaum, Gerald A. Pitner, and Joseph D. Kaufman, and any of
them, proxies, with full power of substitution, to vote all
shares of stock which the undersigned is entitled to vote at
the annual meeting of shareholders of Plexus Corp. to be held
at the Valley Inn, located at 123 E. Wisconsin Avenue, Neenah,
Wisconsin, on Wednesday, February 12, 1997 at 10:00 a.m.
Central Time, or at any adjournment thereof, as follows, hereby
revoking any proxy previously given:
<TABLE>
<S> <C>
(1)ELECTION OF DIRECTORS:
FOR all nominees listed below [ ]
(except as specified to the contrary below)
Rudolph T. Hoppe, John J. McDonough, Harold R. Miller,
John L. Nussbaum, Gerald A. Pitner, Thomas J. Prosser,
Peter Strandwitz
(INSTRUCTION: To withhold authority to vote for any
individual nominee, please print that nominee's name
on the following line.)
------------------------------------------------------
<CAPTION>
(1)ELECTION OF DIRECTORS:
<S> <C> <C>
FOR all nominees listed below [ ] WITHHOLD AUTHORITY [ ]
(except as specified to the contrary below) to vote for all nominees listed below
Rudolph T. Hoppe, John J. McDonough, Harold R. Miller,
John L. Nussbaum, Gerald A. Pitner, Thomas J. Prosser,
Peter Strandwitz
(INSTRUCTION: To withhold authority to vote for any
individual nominee, please print that nominee's name
on the following line.)
------------------------------------------------------
</TABLE>
(2) In their discretion on such other matters as may properly
come before the meeting or any adjournment thereof;
all as set out in the Notice and Proxy Statement relating to
the annual meeting, receipt of which is hereby acknowledged.
(Continued and to be signed on reverse side)
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER
DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION
IS MADE, THIS PROXY WILL BE VOTED "FOR" EACH OF THE DIRECTORS
LISTED IN PROPOSAL (1).
Dated .................. , 1997
...............................
(Please sign exactly as name
appears at left.)
...............................
(If stock is owned by more than
one person, all owners should
sign. Persons signing as
executors, administrators,
trustees or in similar
capacities should so indicate.)
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
