PIONEER HI-BRED INTERNATIONAL, INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To be held
February 28, 1995
Dear Shareholders:
You are cordially invited to attend the Annual Meeting of the
Shareholders of Pioneer Hi-Bred International, Inc. to be held at its
Carver Center located at 7000 Pioneer Parkway, Johnston, Iowa, 50131 on
Tuesday, February 28, 1995, at 2:00 P.M., Central Standard Time, for the
following purposes:
1. To elect seven (7) Directors.
2. To ratify the appointment of KPMG Peat Marwick as independent
auditors.
3. To transact such other business as may properly come before the
meeting or any adjournments thereof.
The foregoing items of business are more fully described in the Proxy
Statement accompanying this notice.
The close of business on December 27, 1994, has been fixed as the record
date for determining the shareholders entitled to notice of, and to vote
at, this meeting. Such shareholders may vote in person or by Proxy.
The stock transfer books will not be closed.
IF YOU ARE UNABLE TO ATTEND THE MEETING, PLEASE DATE, SIGN, AND RETURN
PROMPTLY THE ACCOMPANYING PROXY, WHICH REQUIRES NO POSTAGE IF MAILED IN
THE UNITED STATES. THANK YOU IN ADVANCE FOR YOUR COOPERATION.
BY ORDER OF THE BOARD OF DIRECTORS
Jerry L. Chicoine, Secretary
January 13, 1995
PIONEER HI-BRED INTERNATIONAL, INC.
700 Capital Square, 400 Locust Street
Des Moines, Iowa 50309
(515) 248-4800
Corporate Headquarters
P R O X Y S T A T E M E N T
The enclosed Proxy is being solicited by the Board of Directors of
Pioneer Hi-Bred International, Inc. (the "Company") in connection with
the Annual Meeting of Shareholders to be held on February 28, 1995, or
at any adjournment or adjournments thereof. To assure adequate
representation at the Annual Meeting, shareholders are requested to
promptly sign and return the enclosed Proxy. It is anticipated that the
Proxy Statement and Proxy will be mailed to shareholders on or about
January 13, 1995.
RECORD DATE; VOTING OF SHARES
Only shareholders of record at the close of business on December 27,
1994, will be entitled to vote at the Annual Meeting.
As of the close of business on December 15, 1994, there were 84,634,812
shares of Common Stock outstanding. The exact number of votes which the
holders of the outstanding shares as of close of business on December
27, 1994 will be entitled to cast at the 1995 Annual Meeting cannot be
determined at the date of this Proxy Statement because a shareholder has
until February 23, 1995 to establish (in accordance with the procedures
set out in Exhibit A) that the Shareholder is entitled to more votes
than indicated on the Shareholder's Proxy. Each share beneficially
owned continuously by the same person since December 28, 1991 will be
entitled to five (5) votes per share. All other shares are entitled to
one (1) vote per share. Exhibit A to this Proxy Statement outlines the
procedures for determining when changes in beneficial ownership are
deemed to occur.
Proxies furnished by shareholders pursuant hereto will be voted in
accordance with the directions on such Proxies. If no choice is
specified, the Proxy will be voted (i) for the election of the nominees
listed under "Election of Directors"; (ii) for ratification of the
appointment of KPMG Peat Marwick as independent auditors; and (iii) at
the discretion of the Proxy holders with regard to such other business
as may come before the meeting. If for any reason one (1) or more of
the nominees should be unable or refuse to serve as a Director (an event
which is not anticipated), the person named in the enclosed Proxy will
vote for substitute nominees of the Board of Directors unless otherwise
instructed. The Board of Directors knows of no matters to come before
the meeting other than those set forth in the Proxy Statement. If any
further business is presented to the meeting, the persons named in the
Proxy will act on behalf of the shareholders they represent according to
their best judgment.
Abstentions and broker nonvotes are treated as present and entitled to
vote for purposes of determining the presence of a quorum. Abstentions
and broker nonvotes are not counted for purposes of determining the
election of directors and ratification of auditors.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE IN FAVOR OF ALL OF THE
PROPOSALS DESCRIBED IN THIS PROXY STATEMENT.
REVOCABILITY; COSTS
Any shareholder giving a Proxy has the power to revoke it at any time
before it is voted. Revocation of a Proxy is effective upon receipt by
the Secretary of the Company of either (i) an instrument revoking it, or
(ii) a duly executed Proxy bearing a later date. In addition, a
shareholder who is present at the Annual Meeting may revoke the
shareholder's Proxy and vote in person if the shareholder so desires.
The cost of the solicitation of Proxies will be borne by the Company.
Proxies may be solicited personally, by telephone, or by Fax by a few
regular employees of the Company. The Company will reimburse brokers
and other persons holding stock in their names, or in the names of
nominees, for their expenses in sending Proxy material to principals and
obtaining their Proxies.
PROPOSAL 1
ELECTION OF DIRECTORS
The Articles of Incorporation of the Company provide for the
classification of the Board of Directors into three (3) classes with the
Directors of each class being elected for a term of three (3) years.
The terms of the Directors currently serving in Class II and Class III,
except for Nancy Y. Bekavac and Luiz Kaufmann, extend to the Annual
Meetings of Shareholders in 1996 and 1997 respectively, and until a
successor is elected and qualified. At the Annual Meeting of
Shareholders on February 28, 1995, five (5) Class I Directors are to be
elected to serve until the Annual Meeting of Shareholders in 1998, and
until their successors are elected and qualified, and two (2) Class III
Directors are to be elected to serve until the Annual Meeting of
Shareholders in 1997, and until their successors are elected and
qualified. A majority of votes cast is required for election of the
nominee. Following is (i) a list of a nominees and, (ii) a list of
other Directors currently serving in Classes II and Class III.
The Board of Directors unanimously recommends a vote of "FOR" the
election of each of the nominees.
INFORMATION CONCERNING NOMINEES
<TABLE>
<S> <C> <C> <C>
Age at Director
Name 10/21/94 Since Background
Class I -- Term will expire in 1998
Dr. Pedro M. Cuatrecasas 58 1991 Since 1989, Dr. Cuatrecasas has served
as Vice President of Warner-Lambert
Company, Morris Plains, New Jersey (a
pharmaceutical company), and as
President of its Pharmaceutical
Research Division in Ann Arbor,
Michigan. Dr. Cuatrecasas previously
held the position of Senior Vice
President, Research and Development of
Glaxo, Inc., Research Triangle Park,
North Carolina (a pharmaceutical
research company) from 1986-1989.
Fred S. Hubbell......... 43 1990 Since April, 1993, Mr. Hubbell has
served as Chairman of Equitable of
Iowa Companies, Des Moines, Iowa (a
life insurance and annuities company).
Mr. Hubbell has held the position of
Chief Executive Officer since April,
1989, and President since May, 1987,
of Equitable of Iowa Companies. Mr.
Hubbell is a Director of Equitable of
Iowa Companies and The Macerich
Company, Santa Monica, California (a
shopping center REIT).
Charles S. Johnson...... 56 1981 Since 1973, Mr. Johnson has served in
an executive position with the
Company. Mr. Johnson is currently
Executive Vice President of the
Company effective March, 1993. Mr.
Johnson is also a Director of
Boatman's Bank, N.A., Des Moines,
Iowa.
H. Scott Wallace........ 43 1988 Since 1994, Mr. Wallace has served as
Special Counsel for the National Legal
Aid and Defender Association (a
nonprofit educational association of
lawyers ). From 1992 to 1994, Mr.
Wallace was Senior Fellow at the
Criminal Justice Policy Foundation in
Washington, D.C. (a non-profit
educational association promoting
criminal justice reform). From 1985
to 1992, Mr. Wallace was Legislative
Director, National Association of
Criminal Defense Lawyers, Washington,
D.C.
Herman H.F. Wijffels.... 52 1990 Since 1986, Mr. Wijffels has been
Chairman of the Executive Board of
Rabobank Nederland, The Netherlands (a
cooperative banking organization doing
business internationally).
Class III--Term will expire in 1997
Nancy Y. Bekavac ....... 47 1994 Since July, 1990, Ms. Bekavac has been
President of Scripps College,
Claremont, California. From 1988
through 1990, Ms. Bekavac served as
Counselor to the President, Dartmouth
College, Hanover, New Hampshire. Ms.
Bekavac is also a Director of Electro
Rent Corp., Van Nuys, California (a
computer and electronic test and
measurement equipment leasing
company).
Luiz Kaufmann .......... 49 1994 Since November, 1993, Mr. Kaufmann has
been the President and CEO of Aracruz
Celulose S.D., Rio de Janeiro, Brazil
(a pulp producer). From November 1990
through October, 1993, Mr. Kaufmann
was the Executive Vice President of
Petropar S.D.A., Porto Alegre, Brazil
(an investment holding company), and
from January, 1985 through November,
1990 was the Chief Executive Officer
of Multiplic S.D.A., Rio de Janeiro,
Brazil (a financial holding company).
INFORMATION CONCERNING DIRECTORS CONTINUING IN OFFICE
Age at Director
Name 10/21/94 Since Background
Class II--Term Expires in 1996
Dr. Ray A. Goldberg..... 68 1983 Since July, 1970, Dr. Goldberg has
been Moffett Professor of Agriculture
and Business, Harvard University
Graduate School of Business
Administration. Dr. Goldberg is a
Director of Archer Daniels Midland,
Inc., Decatur, Illinois (a corn,
soybean, and wheat processor), Vigoro,
Inc., Chicago, Illinois (a fertilizer
company), and Ecoscience, Inc.,
Worcester, Massachusetts (a
biotechnology company specializing in
safe pesticides).
Dr. F. Warren McFarlan.. 57 1987 Dr. McFarlan has been the Ross Graham
Walker Professor of Business
Administration, Harvard University
Graduate School of Business
Administration and tenured since 1973.
Dr. McFarlan is a Director of
Providian Corporation, Louisville,
Kentucky (an insurance company), and
Computer Sciences Corporation,
Los Angeles, California (a computer
system integration company).
Dr. Owen J. Newlin...... 66 1967 From 1978 to 1993, Dr. Newlin served
in an executive position with the
Company. Dr. Newlin retired as Senior
Vice President of the Company in
April, 1993. Dr. Newlin is a Director
of Boatman's Bank, Iowa, N.A., Iowa
Health System (a non-profit hospital),
and Iowa Health System Hospital
Corporation (a non-profit hospital),
of Des Moines, Iowa.
Robert P. Seifert....... 67 1989 Since 1977, Mr. Seifert has served in
an executive position with the
Company. Mr. Seifert is currently
Senior Vice President-Senior Research
Fellow of the Company effective
January, 1994. Mr. Seifert served
as Senior Vice President of Research
of the Company from March, 1990 to
January, 1994.
Thomas N. Urban......... 60 1973 Since 1974, Mr. Urban has served in
executive position with the Company.
Mr. Urban is currently Chairman of the
Board and President of the Company
effective January, 1984. Mr. Urban is
also a Director of Equitable of Iowa
Companies, Des Moines, Iowa (a life
insurance and annuities company),
Sigma Aldrich Corporation, St. Louis,
Missouri (a research chemicals
company), and The Weitz Corporation,
Des Moines, Iowa (a building
construction and real estate
development company).
Class III--Term expires in 1997
C. Robert Brenton....... 64 1973 Since 1990, Mr. Brenton has been
Chairman of the Board of Brenton
Banks, Inc., and is currently a
Director of Brenton Banks, Inc., Des
Moines, Iowa. Mr. Brenton also served
as President of Brenton Banks, Inc.
from 1969 to 1990.
Dr. Virginia Walbot..... 48 1985 Since 1989, Dr. Walbot has been a
Professor at Stanford University's
Department of Biological Sciences,
Standford, California. Dr. Walbot
previously held the position of
Associate Professor at Stanford
University's Department of
Biological Sciences since 1981.
Fred W. Weitz........... 65 1978 Since 1964, Mr. Weitz has been the
President of The Weitz Corporation,
Des Moines, Iowa (a building
construction and real estate
development company). Mr. Weitz is
also a Director of Principal Mutual
Life Insurance Company and Wilian
Holding Company (parent company of
Economy Forms Corp., a manufacturer of
concrete forms), both of Des Moines,
Iowa.
</TABLE>
COMMITTEES OF THE BOARD OF DIRECTORS
The Company has a standing Audit Committee, Compensation Committee, and
Nominating Committee.
The Audit Committee is composed of five (5) Directors: Herman H.F.
Wijffels (Chairman), C. Robert Brenton, Luiz Kaufmann, Dr. Owen Newlin,
and Dr. Virginia Walbot. This Committee has general oversight
responsibility with respect to the Company's financial reporting
including making recommendations to the Board of Directors as to the
independent accountants of the Company, reviewing with independent
accountants the scope of their examination and other matters, and
reviewing generally the internal auditing procedures of the Company.
The Audit Committee meets as required and met three (3) times during
fiscal 1994.
The Compensation Committee administers all executive compensation
programs of the Company. It is composed of three (3) Directors: Fred
S. Hubbell (Chairman), Dr. Ray Goldberg, and Dr. Pedro Cuatrecasas. The
Compensation Committee meets as required and met four (4) times during
fiscal 1994.
The Nominating Committee is composed of five (5) Directors: Dr. F.
Warren McFarlan (Chairman), Thomas N. Urban, H. Scott Wallace, Nancy Y.
Bekavac, and Fred W. Weitz. This Committee establishes criteria for and
presents the names of the nominees for membership on the Board of
Directors, including those nominees recommended by shareholders, to the
Board of Directors for approval. In addition, it is the responsibility
of this Committee to continue to search for persons qualified to be
members and to bring to the attention of the Chairman and the Board of
Directors any proposed nominees for further consideration and action.
The Committee will consider nominees recommended by shareholders. Any
such recommendation should be sent to the Secretary of the Company in
accordance with the procedure set forth in the Company's Bylaws.
Shareholders may nominate candidates for the Board of Directors at an
annual meeting of Shareholders, only if prior notice of such intention
has been given to the Secretary of the Company not later than 90 days
prior to the anniversary date of the record date set for the immediate
preceding year's annual meeting of Shareholders and with respect to
election to be held at a special meeting of shareholders, only if prior
notice of such intention has been given to the Secretary of the Company
not later than the close of business on the tenth day following the date
on which notice of such meeting is first given to shareholders. Such
notice shall include (a) the name and address of the shareholder and
nominee, (b) a description of all arrangements or understandings between
the shareholder, nominee and other persons (naming such persons)
regarding the nomination, (c) the consent of the nominee to serve as a
Director if elected, and (d) a representation that the shareholder is
the holder of record of Company stock and intends to appear in person or
by proxy to nominate the person specified in the notice. In addition,
the notice shall include such other information regarding the nominee as
would be required to be included in a Proxy Statement filed pursuant to
the proxy rules of the Securities and Exchange Commission had the
nominee been nominated by the Board of Directors.
The Nominating Committee is also responsible for reviewing management's
evaluation of any officers proposed for nomination to the Board of
Directors, and reviewing the qualifications of, and, when appropriate,
interviewing candidates who may be proposed for nomination to the Board
of Directors, including those nominees recommended by shareholders. The
Nominating Committee meets as required and met four (4) times during
fiscal 1994.
The Board of Directors met four (4) times during fiscal 1994. All
members attended at least 75% of the total number of meetings of the
Board of Directors and Committees of the Board on which they serve.
SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table shows the shares of Common Stock beneficially owned,
at November 22, 1994, by (i) each director, (ii) each of the Named
Executive Officers as defined in "Compensation-Executive Compensation,"
(iii) all Executive Officers and Directors as a group, and (iv) each
person known by the Company to own more than 5% of the Common Stock.
<TABLE>
<S> <C> <C>
Shares Beneficially Percent of Class
Name Owned (1) as of Nov. 22, 1994 (2)
OVER 5% BENEFICIAL OWNERS:
Jean Wallace Douglas....... 5,935,995 (3) 7.01%
Robert B. Wallace.......... 4,287,580 (4) 5.06%
OTHERS:
Nancy Y. Bekavac........... 197 (*)
C. Robert Brenton.......... 1,098 (*)
Jerry L. Chicoine.......... 36,690 (*)
Pedro M. Cuatrecasas....... 274 (*)
Dr. Ray A. Goldberg........ 8,400 (*)
John D. Hintze.(5)......... 4,506 (*)
Fred S. Hubbell............ 1,449 (*)
Charles S. Johnson......... 49,337 (*)
Luiz Kaufmann.............. 0 (*)
Dr. F. Warren McFarlan..... 2,565 (*)
Dr. Owen J. Newlin......... 2,628,786 3.11%
Robert P. Seifert.......... 35,185 (*)
Thomas N. Urban............ 363,997 (6) (*)
Dr. Virginia Walbot........ 304 (*)
H. Scott Wallace........... 676,281 (*)
Fred W. Weitz.............. 5,970 (*)
Herman H.F. Wijffels....... 0 (*)
All Executive Officers and Directors
as a Group (29 persons).... 4,104,339 4.85%
(*) The number of shares owned represents less than 1% of the
outstanding stock.
(1) Shares listed include Restricted Stock which have restrictions on
transfer for five (5) years after the date of grant. Unless
otherwise indicated in the notes, where applicable, each
shareholder and/or the spouse of the shareholder, have sole voting
and investment power with respect to the shares beneficially owned.
(2) Based solely on the number of outstanding shares; does not take
into account disparities in voting rights which may arise due to
the fact that some shares are entitled to five (5) votes per share
and some shares are entitled to one (1) vote per share.
(3) Does not include 3,691,704 shares held by the Wallace
Foundation, of which Mrs. Douglas is President and one (1) of
three (3) Directors. Mrs. Douglas' address is c/o W. Leslie
Douglas, 725-15th Street, N.W., Washington, D.C. 20005.
(4) Does not include 3,691,704 shares held by the Wallace Genetic
Foundation, of which Mr. Wallace is one (1) of three (3)
Directors. Mr. Wallace's address is 1120-19th Street, Suite 550,
Washington, D.C., 20036.
(5) Resigned after the year-end.
(6) Does not include 141,313 shares held by an estate of which Mr.
Urban is executor and 2,215 shares held by trusts of which Mr.
Urban is a trustee, of which he disclaims beneficial ownership.
</TABLE>
<TABLE>
EXECUTIVE OFFICERS
Set forth below are the names, ages, titles, and present and past
positions of the persons serving as Executive Officers of the Company.
<S> <C> <C> <C>
Age at Officer
Name 10/21/94 Since Background
Wayne L. Beck........... 46 1993 Mr. Beck was elected to his present
position as Vice President, Supply
Management, effective March, 1993, and
since 1988, served as Director of
North American Seed Division-
Production.
Carrol D. Bolen......... 56 1983 Mr. Bolen was elected to his present
position as Vice President effective
January, 1983. Mr. Bolen served as
Director of the Company's Specialty
Plant Products Division from
September, 1988 until 1994, when he
was appointed to his present position
as Director of Business Development.
Jack A. Cavanah......... 56 1991 Mr. Cavanah was elected to his present
position as Vice President effective
March, 1991, and serves as Director of
the Company's Corn Research
Department. Mr. Cavanah has been an
employee of the Company since 1962.
Jerry L. Chicoine....... 52 1988 Mr. Chicoine was elected to his
present position as Senior Vice
President, Chief Financial Officer and
Corporate Secretary effective March,
1990. Mr. Chicoine served as Senior
Vice President and Chief Financial
Officer from 1989 to 1990; and as Vice
President and Senior General Counsel
from 1988 to 1989. Mr. Chicoine is
also a director of Central Resource
Group, Inc. (a financial and real
estate agency holding company).
Dwight G. Dollison...... 51 1988 Mr. Dollison was elected to his
present position as Treasurer
effective March, 1988, and from 1980
to September, 1990, held the position
of Controller of the Company.
Andre Faget............. 59 1989 Mr. Faget was elected to his present
position as Vice President and
Director of Operations, South Europe,
effective September, 1989, and since
1988, has been serving as the Regional
Operations Director for Europe.
Brian G. Hart........... 39 1991 Mr. Hart was elected to his present
position as Corporate Controller
effective September, 1990, and has
been an employee of the Company since
1984.
John D. James.............49 1991 Mr. James was elected to his present
position as Senior Vice President
effective March, 1994. Mr. James
previously held the position of Vice
President and Group Executive for the
Company from March, 1991 to March,
1994, and was the President of
Business Information Services of the
Company from 1986 to 1991.
Charles S. Johnson...... 56 1981 See "Proposal 1: Election of
Directors."
Dr. Hector R.R. Laurence..49 1993 Dr. Laurence was elected to his
present position as Vice President
effective March, 1993, and serves as
Regional Director for Latin American
Operations. Dr. Laurence has been an
employee of the Company since 1984.
Mary A. McBride......... 47 1991 Ms. McBride was elected to her present
position as Vice President, Marketing,
in March, 1991, and previously was the
Market Analysis Director and Marketing
Director of the Company from 1987 to
1991.
Dr. Richard L. McConnell 44 1991 Dr. McConnell was elected to his
present position as Senior Vice
President and Director of Research in
March, 1994. From 1991 to 1993, he
held the position of Vice President
and Director of North America
Research; and was the Director of
North America Corn Breeding from 1984
to 1990.
Robert P. Seifert....... 67 1989 See "Proposal 1: Election of
Directors."
Thomas N. Urban......... 60 1973 See "Proposal 1: Election of
Directors."
John T. Watson.......... 57 1991 Mr. Watson was elected to his present
position as Vice President of the
Company in March, 1991, and serves as
Director of Operations for the
Commonweath of Independent States,
Oceania, and Turkey. From 1988 to
March, 1991, Mr. Watson was the
Administrative Director, International
Operations with responsibility over
multiple geographic areas.
Robert K. Wichmann...... 57 1986 Mr. Wichmann was elected to his
present position as Vice President,
North American Seed Division-Sales, in
March, 1986.
</TABLE>
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
Philosophy
The Compensation Committee's guiding principle is to encourage and
reward executives for short-term and long-term performance. The Company
believes that performance creates shareholder value. A substantial
portion of executive compensation is contingent upon meeting specific
performance goals. As an employee assumes greater responsibility, a
larger portion of his/her total compensation will be contingent on
performance. The performance criteria are selected based upon
executives' ability to impact such performance and the correlation of
such performance to shareholder value.
Share ownership and retention are integral parts of the compensation
program. This assures that executives/owners, like other shareholders,
have a concrete interest in the long-term success of the Company. It
also gives executives the long-term perspective required in an industry
which takes several years to develop a product.
The Company is the global leader in the industry which requires
extensive research and a long-term focus to be successful. The Company
wants to attract and retain top-notch employees in order to sustain the
long-term success necessary to maintain its leadership. For fiscal year
1994, each component of compensation and total compensation for
executives was targeted at the average compensation of executives in
similar positions in Comparator Organizations as defined in the
paragraph below. The total compensation earned by executives is
expected to be above average when performance is high and below average
when performance is low.
To support this business strategy, the Company's total compensation
opportunity will be aggressively competitive in the future when planned
pre-tax profit, asset utilization, and key individual/team goals are
achieved. Following is a table which shows targeted compensation levels
for each component of compensation as compared to compensation of
executives in similar positions in Comparator Organizations for fiscal
1995 and beyond:
<TABLE>
<S> <C>
Target Competitive Percentile
Compensation Component if Planned Results Achieved
Base Salary 50th - 60th
Total Annual Cash Compensation
(Base + Annual Reward) 65th - 75th
Long-Term Rewards 65th - 75th
Benefits 50th - 60th
Total Compensation (Base + Rewards + Benefits) 65th - 75th
</TABLE>
Exceeding planned results would result in total compensation above the
75th percentile while performance below planned levels could result in
total compensation below the 50th percentile.
Competitive market compensation information was gathered for the
Compensation Committee, with input from an independent consultant, from
a group of companies (Comparator Organizations) having one (1) or more
of the following attributes: related industry, similar revenue size,
research orientation, substantial international operations, or
geographic proximity to the Company. The Compensation Committee
believes that the Comparator Organizations represent the Company's most
direct competitors for executive talent. Although some of the companies
in the Comparator Organizations are in the Combined Value Line Index
utilized for shareholder return comparison in the "Performance Graph,"
the Compensation Committee believes that the Company's most direct
competitors for executive talent are not necessarily all of the
companies that should be included in an index established for comparing
shareholder returns for the following reasons: 1) direct competitors
for executive talent are not necessarily the same companies that are
relevant for comparing shareholder returns because such factors as the
geographical location and size of organization have a greater impact on
salaries than on investor decisions, and 2) the ability to obtain
accurate compensation information influences which companies are
included in the pay comparison.
Role of the Compensation Committee
The Compensation Committee has responsibility for reviewing and
approving the design of all of the Company's compensation programs and
pension and welfare benefits. For the Chairman and President, the
Compensation Committee also has responsibility for determining base
salary, annual rewards, and long-term rewards. For other executives,
the Compensation Committee also has responsibility for reviewing salary
and rewards. All Compensation Committee members are non-employee
members of the Board of Directors. An independent compensation
consultant has provided input on executive compensation program design
and helped conduct competitive total compensation analysis.
Compensation Committee decisions relating to compensation of the
Chairman and President are reviewed by the full Board of Directors.
Compensation Components
Other than employee benefits, there are three (3) primary components in
the compensation package for executives. All components of compensation
are collectively considered when setting each individual component of
compensation.
Base Salary: The base salaries of executives are reviewed and set
annually. As noted above, base salaries are targeted at the average of
the Comparator Organizations' executives in similar positions in fiscal
1994 and will be targeted at the 50th to 60th percentile of Comparator
Organizations' executives in similar positions in fiscal 1995 and
beyond. In addition to considering salaries in the Comparator
Organizations, individual salaries are determined by executives'
responsibilities, experience, past performance, internal equity
considerations, and the internal relative value of positions. During
fiscal year 1994, salaries of executives were increased by 5.67% based
on the factors discussed above.
Management Reward Program: The Management Reward Program is designed to
focus management efforts on critical annual and long-term performance
goals and to reward results achieved in relation to those goals. Two
separate plans are utilized to meet this objective. Both reward
executives for achievement of goals. The Management Reward Program--
Performance-Based Plan (the "MRP Part I") provides "performance-based
compensation" as defined under 162(m) of the Internal Revenue Code (the
"Million Dollar Cap Legislation"). It rewards individuals for meeting
financial goals approved by the Compensation Committee. Rewards under
this plan are a significantly larger portion of the total reward
opportunity for executives than rewards under the second plan.
Part II of the Management Reward Program (the "MRP Part II") rewards
executives for meeting individual or team goals. Again, performance is
the driver in determining rewards.
Target reward opportunities under both plans are established and
monitored according to competitive market standards. Target rewards
begin at 8% of fiscal year-end base salary for key employees and range
from 34% to 59% of fiscal year-end base salary for executives, with the
target percentage increasing with increased responsibility. In fiscal
1994, rewards were targeted at the average of compensation of executives
in similar positions at the Comparator Organizations for achieving plan
results. In the future, if target performance levels are achieved,
executives' total annual cash compensation will be approximately at the
65th to the 75th percentile of the Comparator Organizations' executives
in similar positions. The Compensation Committee decided to implement
this more aggressively competitive approach for two reasons: 1) to
ensure that the Company continues to attract and retain top-notch
employees necessary to maintain global leadership in its research
intensive businesses, and 2) financial performance goals achievement has
placed the Company at the 75th percentile in terms of business
performance. However, the actual rewards can range from zero, when
financial and individuals performance is low, to several multiples of
the target reward opportunities when performance is high.
Under the MRP Part I, financial goals are approved at the beginning of
each fiscal year by the Compensation Committee consistent with the
planning process and are measured in terms of pre-tax profit and asset
utilization (the amount of assets utilized to achieve pre-tax profit) at
the Company level and business unit levels. Executives receive between
25% and 100% of the targeted reward based on Company-wide performance
and the balance, if any, based on business unit performance depending on
each executive's specific responsibilities. Rewards increase with
increased pre-tax profit and increase when less assets are utilized to
accomplish the pre-tax profit. These two (2) measures are used because
they provide measurable goals the achievement of which executives can
directly impact and that the Compensation Committee believes in
combination are highly correlated to increases in shareholder value.
The effect of using these two (2) measures is to simulate a return on
asset goal. Because the Compensation Committee believes pre-tax profit
more directly impacts shareholder value, the Committee weighs pre-tax
profit more heavily than asset utilization and the two (2) measures are
used instead of return on assets. When target levels are met, pre-tax
profit is weighted 10% more than asset utilization.
Under the MRP Part II, individual or team goals are used to reward
achievement and initiative and may be measured by both objective and
subjective measures and financial and nonfinancial factors. The
individual or team goals do not as directly impact shareholder value as
the financial goals, so the rewards under the MRP Part II represent
approximately one-third (1/3) of executives' potential target annual
reward opportunities and are limited to at most 20% of fiscal year-end
base salary.
For fiscal year 1994, rewards under the MRP Part I exceeded targeted
levels for executives due to outstanding Company-wide performance by
significantly exceeding pre-tax profit and asset utilization goals. Two
unusual events were not included in the reward calculation: 1) the
settlement of a lawsuit against Holden Foundation Seeds, Inc. for lost
profits for misappropriation of germplasm which increased pre-tax
profits by $51 million, and 2) $1.5 million of the costs associated with
divestiture of the Company's interest in an edible oil plant in Egypt.
The combined impact of including such factors would have significantly
increased rewards. In addition, all executives exceeded their
individual or team goals resulting in better than target rewards under
the MRP Part II.
Long-Term Reward--Restricted Stock Program: The intent of the Long-Term
Reward--Restricted Stock Program is to align the interests of executives
with the long-term interests of shareholders and to focus executives on
the long-term success of the Company through ownership and retention of
Company stock. As a result, all executives are eligible for Restricted
Stock rewards.
Executives are granted an amount of Restricted Stock approximately equal
in value to the cash earned under the MRP Part I (such grants are
"performance-based compensation" as defined under the Million Dollar Cap
Legislation) and the cash earned under the MRP Part II, subject to
minimum and maximum amounts. To be competitive, certain senior level
executives are granted Restricted Stock equal in value to a multiple
(1.05 - 1.35) of the cash earned under both plans. Restricted Stock is
valued based on market value without regard to restrictions on transfer.
Grants of such Restricted Stock are made after the fiscal year-end.
The method of determining the annual Restricted Stock reward is set
forth to ensure minimum stock ownership, align executives' interests
with shareholders, focus executives on the long-term success of the
Company, reward goal achievement, and to be competitive with practices
of Comparator Organizations. To encourage continued employment, the
Restricted Stock is forfeited if an executive ceases employment within
five (5) years of the grant of Restricted Stock for any reason other
than death, disability, or retirement after attaining the age of 65
unless the Compensation Committee, in its sole discretion, waives the
restrictions. Due to the Company's outstanding company-wide
performance in fiscal year 1994, executives will receive the maximum
awards allowable under the Long-Term Reward--Restricted Stock Program.
Compensation of the Chairman and President
The compensation of the Chairman and President is based on the policies
and programs described above.
Base Salary: The Compensation Committee decided to change the timing of
executive annual merit increases from April 1 to a fiscal year cycle
(September 1). Accordingly, Mr. Urban received a prorated merit
increase of 2.5% on September 1, 1993 to make this transition. This
salary level recognizes Mr. Urban's long-term contribution to the
Company's performance and his success in strategically positioning the
Company for the future.
Management Reward Program: Company performance in fiscal year 1994 far
exceeded goals, and earnings were at record levels. In fact, the
Company's Five-Year Plan goal of 20% return on ending equity ("ROE") was
achieved a year early. Consequently, MRP Part I payouts were several
times the target opportunity. Mr. Urban's reward under the MRP Part I
was $857,149 or 153.72% of his fiscal year-end base salary. In
addition, Mr. Urban exceeded his individual and team goals resulting in
a reward of $103,157 or 18.5% of his fiscal year-end base salary (for a
total reward of $960,306 or 172.22% of fiscal year-end base salary).
Mr. Urban's individual and team goals included planning for continued
growth, achieving 20% ROE, expanding genetic strength across the food
system, and developing alliances which enhance the value of the Company.
Long-Term Reward--Restricted Stock Program: In accordance with the
Long-Term Reward--Restricted Stock Program, and reflecting the Company-
wide performance and Mr. Urban's performance, shares of Restricted Stock
approximately equal in value to $621,059 will be awarded to Mr. Urban.
Based solely on annual performance, Mr. Urban's award would have been
larger. However, the amount was limited by the maximum placed on
Restricted Stock awards. The Compensation Committee believes that this
grant forges an appropriate link between creation of shareholder value
and Mr. Urban's long-term reward opportunities.
Compensation Committee members: Fred S. Hubbell (Chairman), Dr. Ray
Goldberg and Dr. Pedro Cuatrecasas.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Fred S. Hubbell, Chairman of the Compensation Committee, serves as the
Chief Executive Officer of Equitable of Iowa Companies. Thomas N.
Urban, Chairman of the Board and President of the Company, serves on the
Board of Directors for Equitable of Iowa Companies, but is not on its
Compensation Committee.
Mr. Urban serves on the Board of Directors of The Weitz Corporation.
The Weitz Corporation has no formal Compensation Committee. Fred W.
Weitz, Chairman, President of The Weitz Corporation, serves on the Board
of Directors of the Company, but is not on its Compensation Committee.
The Company has employed in the past, and in the future may employ, The
Weitz Corporation or one (1) or more of its subsidiaries as the general
contractor for the construction of certain of its buildings. To date,
substantially all contracts have been on a guaranteed maximum cost,
fixed fee basis. Since September 1, 1993, the active contracts between
The Weitz Corporation, and its subsidiaries and the Company have been
approximately $7,661,728, including approximately $27,760 of scheduled
but uncompleted work. The Weitz Corporation was founded in 1855 and is
a leading contractor in Iowa. Mr. Weitz, President, Director, and
controlling shareholder of The Weitz Corporation, is a Director of the
Company. Based upon its experience with other construction companies,
the Company believes that the construction services and contract terms
furnished by The Weitz Corporation are comparable to those it would have
obtained from other construction companies.
It is the belief of the Board of Directors of the Company that the
ability of the Compensation Committee to make fair compensation
decisions was not compromised by any of the interlocks.
<TABLE>
COMPENSATION
Executive Compensation
The following table sets forth compensation information for the Chairman and President and the
other four (4) most highly compensated Executive Officers (Named Executive Officers) for fiscal
years 1992, 1993, and 1994.
SUMMARY COMPENSATION TABLE
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
| Long-Term Compensation |
Annual Compensation | Awards |Payouts|
(a) (b) (c) (d) (e) | (f) (g) | (h) | (i)
Other |Restricted | |All
Other
Annual | Stock Options/| LTIP |
Compen-| |Compen-
Name and Principal Position Year Salary Bonus sation | Award(s)(1) SARs |Payouts|sation (2)
($) ($) ($) | ($) (#) | ($) | ($)
Thomas N. Urban 1994 557,604 960,306 | 621,059 | | 20,633
Chairman and President 1993 483,514 189,859 | 256,282 | | 16,817
1992 400,040 943,219 | 490,408 | | 13,629
Charles S. Johnson 1994 372,996 596,569 | 378,218 | | 24,990
Executive Vice President 1993 336,595 311,395 | 363,020 | | 20,852
1992 288,575 647,676 | 325,793 | | 17,358
Jerry L. Chicoine 1994 273,000 400,764 | 235,872 | | 13,798
Senior Vice President & 1993 226,560 132,095 | 146,637 | | 11,456
Chief Financial Officer 1992 197,543 338,868 | 144,898 | | 9,490
Robert P. Seifert 1994 273,000 393,393 | 235,872 | | 43,286
Senior Vice President/Senior 1993 226,560 128,330 | 142,445 | | 31,657
Research Fellow 1992 198,600 336,358 | 144,898 | | 16,163
John D. Hintze (3) 1994 225,962 297,350 | 156,274 | | 12,472
Senior Vice President/ 1993 190,964 100,694 | 102,722 | | 10,402
General Counsel 1992 171,975 249,354 | 104,598 | | 8,654
(1) Restricted Stock is valued without regard to restrictions on
transfer. Aggregate restricted stockholdings and their market
values held at 1994 fiscal year-end are as follows: Mr. Urban
71,604 shares, $2,237,625; Mr. Johnson 46,175 shares, $1,442,969;
Mr. Chicoine 24,371 shares, $761,594; Mr. Seifert 23,462 shares,
$733,188; and Mr. Hintze 18,134 shares, $566,688. Dividends are
paid quarterly to restricted stockholders.
(2) Consists of above-market interest accruing on deferred
compensation (portion of interest in excess of 120% of the
applicable federal long-term rate) and Company contributions to
defined contribution plan (401(k)) as follows: Mr. Urban --
1994-above market interest $20,633, and 401(k) $0; Mr. Johnson --
1994-above market interest $23,990, and 401(k) $1,000; Mr.
Chicoine -- 1994-above market interest $12,798, and 401(k)
$1,000; Mr. Seifert -- 1994-above market interest $42,286, and
401(k) $1,000; and Mr. Hintze -- 1994-above market interest
$11,472, and 401(k) $1,000.
(3) Resigned after the year-end.
</TABLE>
<TABLE>
Pension Plans
ESTIMATED ANNUAL RETIREMENT BENEFITS
FOR YEARS OF SERVICE INDICATED
<S> <C> <C> <C> <C> <C>
Average Compensation* 10 20 30 40
$400,000 $240,000 $240,000 $240,000 $240,000
600,000 360,000 360,000 360,000 360,000
800,000 480,000 480,000 480,000 480,000
1,000,000 600,000 600,000 600,000 600,000
1,200,000 720,000 720,000 720,000 720,000
1,400,000 840,000 840,000 840,000 840,000
1,600,000 960,000 960,000 960,000 960,000
1,800,000 1,080,000 1,080,000 1,080,000 1,080,000
2,000,000 1,200,000 1,200,000 1,200,000 1,200,000
2,200,000 1,320,000 1,320,000 1,320,000 1,320,000
* Average compensation includes salary, bonus, and Restricted Stock
valued at the date of grant without regard to restrictions on transfer
(as reported in the Summary Compensation Table).
</TABLE>
The above table shows the target amount of combined annual pension
income payable to a covered participant at normal retirement age (age
65) under the Company's qualified defined benefit pension plan, social
security, and the Company's non-qualified supplemental pension plan
(SERP). The Company plans provide for the payment of postretirement
benefits on a 15-year term certain basis with death benefits payable to
an employee's surviving spouse or other designated beneficiary.
The calculation of retirement benefits under the qualified pension plan
is based upon years of service with the Company and average earnings for
the highest five (5) consecutive years out of the last ten (10) years
preceding retirement. Covered compensation includes salary and bonus
(as reported in the Summary Compensation Table). Years of service as of
August 31, 1994 for Named Executive Officers are as follows: Thomas N.
Urban: 23 years; Charles S. Johnson: 29 years; Jerry L. Chicoine: 9
years; Robert P. Seifert: 43 years; John D. Hintze: 5 years.
The non-qualified supplemental pension plan (SERP) provides for the
payment of additional benefits to certain Executive Officers (including
the Named Executive Officers). At normal retirement age (age 65), these
Executive Officers will receive, when combined with qualified pension
plan benefits and social security benefits, 60% of their final average
earnings regardless of their length of service. These benefits are
based on average earnings for the last four (4) calendar years preceding
retirement. Covered compensation includes salary, bonus, and Restricted
Stock valued at the date of grant, without regard to restrictions on
transfer, (as reported in the Summary Compensation Table). Benefits
will be paid out on a 15-year term certain basis with death benefits
payable to an employee's surviving spouse or other designated
beneficiary.
For purposes of the non-qualified supplemental pension plan (SERP),
covered compensation as of December 31, 1993 for the Named Executive
Officers is as follows: Thomas N. Urban: $1,202,881; Charles S.
Johnson: $991,015; Jerry L. Chicoine: $524,853; Robert P. Seifert:
$521,088; John D. Hintze: $420,176.
Director Compensation
Non-employee Directors receive $1,000 per month for serving as
Directors, plus $2,500 for each meeting of the Board of Directors
attended, and $500 for each meeting of the Committees thereof attended.
Directors also are reimbursed for travel expenses incurred in connection
with their attendance at Board and Committee meetings. In fiscal year
1994, Directors were also reimbursed for their spouses' travel expenses
in connection with one board meeting. Employee Directors do not receive
any
compensation for serving on the Board of Directors. Directors may elect
to use their compensation to purchase stock at its fair market value
through a Monthly Stock Purchase Plan.
Severance Plans and Other Arrangements
The Company has no employment agreements with any of the Named Executive
Officers.
The Company maintains a Severance Compensation Plan for Management
Employees (Severance Plan). The Severance Plan is designed to aid the
Company in attracting and retaining the highly qualified individuals who
are essential to its success and to avoid distractions inherent in the
threat of an involuntary change in control.
The Severance Plan is triggered upon a change in control of the Company.
In the event of involuntary termination of employment within three (3)
years following a change in control, participants under the Severance
Plan are entitled to a cash payment equal to three (3) times the
participant's annual compensation. Annual compensation under the
Severance Plan is defined as base salary plus annual bonuses paid by the
Company to the participant during the 12-month period prior to the
participant's involuntary termination of employment. Management
employees include all of the Named Executive Officers as well as all
other managerial personnel. Each participant entitled to benefits under
the Severance Plan is entitled to receive additional amounts equal to
the amount of any federal excise taxes imposed upon compensation payable
upon a change in control.
The Named Executive Officers and other key employees customarily have
been granted Company stock under the Restricted Stock Plan that vests
upon completion of five (5) years of continuous employment following the
grant. The Restricted Stock vests upon completing five (5) years of
employment following the grant, upon a Change in Control, upon
termination because of normal retirement, death or disability, with the
consent of the Compensation Committee upon early retirement or for other
reasons the Compensation Committee deems appropriate.
The Named Executive Officers and other key employees are entitled to
receive non-qualified Supplemental Pension Plan (SERP) benefits and
deferred compensation benefits (the Named Executive Officers and other
key employees are entitled to defer a lifetime maximum of $100,000 of
their compensation with earnings at above market interest) if they are
terminated without cause or resign for a stated good reason within five
(5) years following a Change in Control. Participants' beneficiaries
will also receive benefits in the case of death. Otherwise SERP
benefits will be paid upon normal retirement (age 65) or in the Board of
Directors' discretion upon other termination. Deferred compensation
benefits will be paid with accrued above market interest upon normal
retirement (age 65), with benefits reduced on early retirement (age 58),
and at the prime interest rate upon other termination.
Company contributions to the 401(k) Defined Contribution Plan shall vest
over a five (5) year period and otherwise shall vest upon retirement,
death, or disability, and termination for other than cause within three
(3) years of a Change in Control. The maximum contribution by the
Company is $1,000 per employee.
For purposes of the Severance Plan, the Restricted Stock Plan, SERP, the
Deferred Compensation Plan, and the 401(k) Plan, "Change in Control"
means an acquisition by any person of 25% or more of any class of voting
securities of the Company or election of 25% or more of the Board of
Directors without recommendation from the Board.
PERFORMANCE GRAPH
The following graph compares the cumulative total shareholder return on
the Company's Common Stock versus the S&P 500 and Value Line Food
Processors Large Cap Index and Small Cap Index combined ("Combined Value
Line Index") for the five (5) year period commencing August 31, 1989.
The Value Line Food Processor Large Cap Index includes the Company and
the Value Line Food Processor Small Cap Index includes the Company's
only major competitor that is publicly traded. The other major
competitors are divisions or subsidiaries of larger publicly traded
companies.
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
1989 1990 1991 1992 1993 1994
PHYB $100.00 $97.30 $131.45 $203.81 $256.63 $249.11
S&P 500 $100.00 $94.95 $120.50 $130.08 $149.79 $157.95
Peer Group $100.00 $100.93 $143.92 $149.07 $142.74 $152.55
</TABLE>
Assumes $100 invested at the close of trading on the last trading day
preceding the first day of the fifth preceding fiscal year and
reinvestment of dividends. Cumulative total return assumes reinvestment
of dividends.
PROPOSAL 2
APPROVAL OF AUDITORS
The Board of Directors, pursuant to the recommendation of its Audit
Committee, engaged KPMG Peat Marwick to audit the Company's financial
statements.
Although this appointment is not required to be submitted to a vote of
the shareholders, the Board of Directors continues to believe it is
appropriate as a matter of policy to request that shareholders ratify
the appointment of KPMG Peat Marwick as principal independent auditors.
If the shareholders should not ratify the appointment, the Audit
Committee will investigate the reasons for shareholder rejection and the
Board of Directors will reconsider the appointment. Even if the
appointment is ratified, the Board of Directors, in its discretion, may
direct the appointment of a different independent auditor if the Board
of Directors determines that such a change would be in the best interest
of the Company and its shareholders.
The Company has been advised that neither KPMG Peat Marwick nor any of
its partners has any direct or any material indirect financial interest
in the securities of the Company or any of its subsidiaries, and has had
no material relationship with the Company or its subsidiaries, except as
auditors and consultants on accounting procedures, compensation,
securities, and tax matters.
A representative from KPMG Peat Marwick will be at the Annual Meeting,
will have the opportunity to make a statement, if the representative so
desires, and will be available to respond to appropriate questions
during the meeting.
On May 21, 1993, the Company's relationship with McGladrey & Pullen as
principal accountants engaged to audit the Company's financial
statements ceased. The cessation occurred after the Audit Committee of
the Company's Board of Directors recommended a change of accountants.
McGladrey & Pullen's reports on the financial statements of the Company
for the years ended August 31, 1991 and 1992 did not contain an adverse
opinion or disclaimer of opinion and were not qualified or modified as
to uncertainty, audit scope or accounting principles.
In connection with the audits of the two (2) fiscal years ended August
31, 1991 and 1992 and the subsequent interim periods through February
28, 1993, there were no disagreements with McGladrey & Pullen on any
matter of accounting principle or practice, financial statement
disclosure, or auditing scope or procedure, which disagreements if not
resolved to the satisfaction of McGladrey & Pullen, would have caused
them to make reference to the subject matter of such disagreement in
connection with their reports.
ANNUAL REPORT TO SHAREHOLDERS
The Company's Annual Report to Shareholders for the fiscal year ended
August 31, 1994 is enclosed. The Annual Report is not to be regarded as
Proxy solicitation material.
SHAREHOLDER PROPOSALS FOR 1996 ANNUAL MEETING
The Board of Directors presently expects that the 1996 Annual Meeting
will be held on February 27, 1996. A shareholder intending to present a
proposal to the 1996 Annual Meeting and wishing to have such proposal
included in the Proxy Statement and form of Proxy to be distributed by
the Board of Directors in connection with the 1996 Annual Meeting must
submit such proposal in writing to the Secretary, Pioneer Hi-Bred
International, Inc., 700 Capital Square, 400 Locust Street, Des Moines,
Iowa 50309. Such proposal must be received by the Company at that
address no later than September 15, 1995 in order to be included in the
Proxy Statement.
BY ORDER OF THE BOARD OF DIRECTORS
Jerry L. Chicoine, Secretary
SHAREHOLDERS WHO DO NOT EXPECT TO ATTEND THE MEETING ARE REMINDED TO
DATE, SIGN, AND RETURN THE ENCLOSED PROXY IN THE POSTAGE PREPAID
ENVELOPE PROVIDED.
EXHIBIT A
January 13, 1995
PROCEDURES FOR DETERMINING CHANGES IN
BENEFICIAL OWNERSHIP OF COMMON STOCK
- Effective November 14, 1985, the Articles of Incorporation of
Pioneer Hi-Bred International, Inc. (the "Company") were amended
(the "Voting Amendment") to provide that, subject to the provisions
below, every share of the Company's Common Stock is entitled to
five (5) votes per share if it has been beneficially owned
continuously by the same holder for a period of 36 consecutive
months preceding the record date for the shareholders' meeting.
All other shares carry one (1) vote.
- In general, the Voting Amendment provides that a change in
beneficial ownership of a share of Common Stock occurs whenever any
change occurs in the person or group who has or shares voting
power, investment power, the right to receive sale proceeds, or the
right to receive dividends or other distributions with respect to
such share.
- In the absence of proof to the contrary provided in accordance with
the procedures referred to below, a change in beneficial ownership
shall be deemed to have occurred whenever a share of Common Stock
is transferred of record into the name of any person.
- In the case of a share of Common Stock held of record in the name
of a corporation, partnership, voting trustee, bank, trust company,
broker, nominee or clearing agency, or in any other name except
that of a natural person, if it has not been established pursuant
to such procedures that there has been no change in the person or
persons who direct the exercise of the powers or rights referred to
above with respect to such share of Common Stock during the period
of 36 months immediately preceding the date on which a
determination is made of the shareholders who are entitled to take
any action, then a change in beneficial ownership shall be deemed
to have occurred during such period.
- There are several exceptions and qualifications to the terms of the
Voting Amendment described above. For a copy of the complete
Voting Amendment, please contact the Company at the address listed
below.
- Shareholders who hold their shares in "street name" or through any
other method specified above are required to submit proof of
continued beneficial ownership to the Company in order to be
entitled to five (5) votes per share. Such proof must consist of a
written certification by the record owner that there has been no
change in beneficial ownership (as defined in the Voting Amendment)
during the relevant period. The required form for this
certification is attached. The Company reserves the right,
however, to require evidence in addition to the certification in
situations where it reasonably believes an unreported change may
have occurred. Proof (including certifications) will be accepted
only if it is received by the Tabulating Agent at least five (5)
days before the date for the shareholders' meeting.
- The Company will notify shareholders of record who are natural
persons, in advance of a shareholders' meeting, of the Company's
determination as to the number of shares for which they are
entitled to five (5) votes per share and the number of shares for
which they are entitled to one (1) vote. This determination will
be shown on the Proxy cards for such shareholders. Shareholders of
record who disagree with such determination may certify that no
change in beneficial ownership has occurred during the relevant
period by following the same procedure set out in the previous
paragraph for other shareholders.
For Further Information
For further information concerning the Voting Amendment in general, or
its applicability to a shareholder's particular circumstances, please
contact the Company:
Pioneer Hi-Bred International, Inc.
700 Capital Square, 400 Locust Street
Des Moines, IA 50309
Attention: Jerry L. Chicoine, Secretary
Telephone number: 515-248-4800 or (800)247-5258 or
(800)247-6803
PIONEER HI-BRED INTERNATIONAL, INC.
SHAREHOLDER CERTIFICATION FORM
FOR
ANNUAL MEETING OF SHAREHOLDERS
ON
FEBRUARY 28, 1995
USE ONLY IF YOU CLAIM MORE VOTING RIGHTS
THAN INDICATED ON YOUR PROXY CARD
The undersigned certifies that:
1. Of the _______________ shares of the Company's Common Stock
held of record by the undersigned on the close of business on December
27, 1994, ________________ shares have been beneficially owned
continuously by the same person since December 28, 1991; and
2. (Applicable only to shareholders who are natural persons) --
the following is a statement supporting why the undersigned disagrees
with the Company's determination of the voting power (as shown on the
Proxy card) to which the undersigned is entitled in connection with the
Annual Meeting:
________________________________________________________________________
________________________________________________________________________
________________________________________________________________________
________________________________________________________________________
Dated: _____________________________________________________________
________________________________________________________________________
(Print Shareholder Name) (Print Shareholder Name)
________________________________________________________________________
Signature of Shareholder(s) Signature of Shareholder(s)
Please sign exactly as name appears on the Proxy for the Annual Meeting.
When shares are held by joint tenants, both should sign. When signing
as attorney, executor, administrator, trustee or guardian, please give
full title as such. If a corporation, please sign in full corporate
name by the President or other authorized officer. If a partnership,
please sign in partnership name by authorized person.
THIS CERTIFICATION SHOULD BE RETURNED IN THE ENCLOSED POSTAGE PAID
ENVELOPE PROVIDED.
PIONEER HI-BRED INTERNATIONAL, INC.
Proxy For Annual Meeting of Shareholders--February 28, 1995
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
The undersigned hereby appoints Thomas N. Urban and Jerry L. Chicoine,
or either of them, as Proxies, with the power of substitution in each,
to vote all shares of the Common Stock of Pioneer Hi-Bred International,
Inc. (the "Company") held of record by the undersigned at the close of
business on December 27, 1994, at the Annual Meeting of Shareholders of
the Company to be held on February 28, 1995, at 2:00 P.M., Central
Standard Time, and at any adjournment thereof, on all matters set forth
in the Notice of Meeting and Proxy Statement, a copy of which has been
received by the undersigned, as follows on the reverse side.
IN THEIR DISCRETION, THE PROXIES ARE EACH AUTHORIZED TO VOTE UPON SUCH
OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING, OR ANY
ADJOURNMENTS THEREOF.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED OR, IF NO
DIRECTION IS GIVEN, WILL BE VOTED "FOR" EACH OF THE MATTERS STATED.
NQ=Total number of votes for shares eligible for one vote per share
(___ NQ divided by 1 = ___ NQ shares)
Q=Total number of votes for shares eligible for five votes per share
(____ Q divided by 5 = _____ Q shares)
CONTINUED AND TO BE SIGNED ON REVERSE SIDE
Please mark votes as in this example.
IMPORTANT: Please place a mark in the appropriate box. Please date,
sign, and return promptly using the enclosed envelope.
1. Election of Directors -
Class I Nominees: Dr. Pedro M. Cuatrecasas
Fred S. Hubbell
Charles S. Johnson
H. Scott Wallace
Herman H.F. Wijffels
Class III Nominee: Nancy Y. Bekavac
Luiz Kaufmann
0 FOR 0 WITHHELD
0 _________________________________________________
For all nominees except as noted above.
2. Ratification of KPMG Peat Marwick as independent auditors.
0 FOR 0 AGAINST 0 ABSTAIN
Please sign exactly as name appears on this Proxy. When shares are held
by joint tenants, both should sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full title as such. If
a corporation, please sign in full corporate name by the president or
other authorized officer. If a partnership, please sign in partnership
name by authorized person.
Signature __________________________________ Date ____________________
Signature __________________________________ Date ____________________
MARK HERE FOR MARK HERE IF YOU
ADDRESS CHANGE 0 PLAN TO ATTEND 0
AND NOTE BELOW THE MEETING
