<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant / /
Filed by a Party other than the Registrant /X/
Check the appropriate box:
<TABLE>
<S> <C>
/X/ Preliminary Proxy Statement / / Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
</TABLE>
X-RITE, INCORPORATED
--------------------------------------------------------------------------------
(Name of registrant as specified in its charter)
X-RITE, INCORPORATED
--------------------------------------------------------------------------------
(Name of person(s) filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), or 14a-6(i)(1), or 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
/ / $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:
------------------------------------------------------------------------
(5) Total fee paid:
------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
(3) Filing Party:
------------------------------------------------------------------------
(4) Date Filed:
------------------------------------------------------------------------
<PAGE> 2
X-RITE, INCORPORATED
3100 44TH STREET, S.W.
GRANDVILLE, MICHIGAN 49418
NOTICE OF ANNUAL MEETING TO BE HELD MAY 15, 1995
The Annual Meeting of Shareholders of X-Rite, Incorporated will be held at
the Amway Grand Plaza Hotel, Pearl at Monroe, Grand Rapids, Michigan, on Monday,
May 15, 1995, at 4:30 p.m., for the following purposes:
1. To elect three directors as set forth in the accompanying Proxy
Statement.
2. To approve the adoption of the X-Rite, Incorporated Amended and
Restated Employee Stock Purchase Plan.
3. To approve a proposed Amendment to the Company's Articles of
Incorporation to increase the number of shares of authorized common stock.
4. To transact any other business that may properly come before the
meeting.
Shareholders of record as of the close of business on March 24, 1995, are
entitled to notice of, and to vote at the meeting. You are requested to sign,
date, and return the accompanying Proxy in the enclosed, self-addressed
envelope, regardless of whether you expect to attend the meeting in person. If
you attend the meeting in person, you may withdraw your Proxy and vote your
shares in person if you wish.
By Order of the Board of Directors
DUANE KLUTING
Secretary
April 10, 1995
Grandville, Michigan
<PAGE> 3
X-RITE, INCORPORATED
3100 44TH STREET, S.W.
GRANDVILLE, MICHIGAN 49418
------------------------
PROXY STATEMENT
APRIL 10, 1995
------------------------
SOLICITATION OF PROXIES
This Proxy Statement is being furnished to the shareholders of X-Rite,
Incorporated (the "Company") on or about April 10, 1995, in connection with the
solicitation by the Board of Directors of the Company of Proxies to be used at
the Annual Meeting of Shareholders to be held on Monday, May 15, 1995, at 4:30
p.m. at the Amway Grand Plaza Hotel, Pearl at Monroe, Grand Rapids, Michigan.
If the form of Proxy accompanying this Proxy Statement is properly executed
and returned to the Company, the shares represented by the Proxy will be voted
at the Annual Meeting of Shareholders in accordance with the directions given in
the Proxy. Where shareholders specify a choice by marking on the Proxy card, the
Proxy will be voted as specified. If no choice is specified, the shares
represented by the Proxy will be voted for the election of the directors listed
as nominees in the Proxy, for the approval of the Employee Stock Purchase Plan,
for the proposed Amendment to the Articles of Incorporation, and in the
discretion of the Proxy voters on any other matter voted upon at the meeting. A
Proxy may be revoked prior to its exercise by delivering a written notice of
revocation to the Secretary of the Company, executing a subsequent Proxy or
attending the meeting and voting in person.
The cost of the solicitation of Proxies will be borne by the Company. In
addition to the use of the mails, Proxies may be solicited personally or by
telephone or facsimile by a few regular employees of the Company without
additional compensation. The Company does not intend to pay any compensation for
the solicitation of Proxies, except that brokers, nominees, custodians, and
other fiduciaries will be reimbursed by the Company for their expenses in
connection with sending proxy materials to beneficial owners and obtaining their
Proxies.
VOTING SECURITIES AND RECORD DATE
March 24, 1995, has been fixed by the Board of Directors as the record date
for determining shareholders entitled to vote at the Annual Meeting. On that
date, 20,992,783 shares of the Company's common stock, par value $.10 per share,
were issued and outstanding. Shareholders are entitled to one vote for each
share of the Company's common stock registered in their names at the close of
business on the record date.
ELECTION OF DIRECTORS
The Company's Articles of Incorporation specify that the Board of Directors
shall consist of nine (9) members, divided into three classes, with the
directors of the classes to hold office for staggered terms of three (3) years
each. Incumbent directors whose terms of office expire at the upcoming Annual
Meeting are Ted Thompson, Ronald A. VandenBerg, and Quinten E. Ward, all of whom
are nominees for reelection to three year terms expiring in 1998.
Unless otherwise specifically directed by a marking on a shareholder's
Proxy, the persons named as proxy voters in the accompanying Proxy will vote for
the nominees described below. In the event any of these nominees is no longer a
candidate at the time of the Annual Meeting of Shareholders (a situation which
is not now anticipated), the Board of Directors may designate a substitute
nominee, in which case the accompanying Proxy will be voted for the substituted
nominee.
Directors are elected by a plurality of the votes cast by shareholders.
Therefore, the three nominees receiving the most affirmative votes cast will be
elected, irrespective of the number of votes received. Broker nonvotes, votes
withheld, and votes against any candidate will not have a bearing on the outcome
of the election. Votes will be counted by Inspectors of Election appointed by
the presiding officer at the meeting.
The Board of Directors recommends a vote FOR the election of all the
persons nominated by the Board.
<PAGE> 4
The content of the following table relating to business experience is based
upon information furnished to the Company by the nominees and directors.
<TABLE>
<CAPTION>
NAMES, (AGES), POSITIONS AND BACKGROUNDS
OF DIRECTORS AND NOMINEES SERVICE AS A DIRECTOR
<S> <C>
---------------------------------------------------------------------------------------------
Nominees for Terms to Expire in 1998
Ted Thompson (65) is the Chairman of the Board and Chief Director since 1958
Executive Officer of X-Rite, Incorporated, and he has held Chairman of the Board
that position for more than five years. Mr. Thompson also and Chief Executive Officer
serves as a director of Gentex Corporation.
Ronald A. VandenBerg (55) is a Senior Vice President of Director since 1989
Donnelly Corporation, a manufacturer of glass related Member of Compensation
products for the automotive and electronics industries, Committee
headquartered in Holland, Michigan. Mr. VandenBerg has held
that position for more than five years.
Quinten E. Ward (69) has been retired for more than five Director since 1958
years. Prior to retirement he was a Senior Engineer with Member of Compensation
the Instrument Division of Lear Siegler, Inc., Grand Rapids, Committee
Michigan (a manufacturer of aerospace instruments).
Directors Whose Terms Expire in 1997
Lawrence E. Fleming (70) has been retired for more than five Director since 1958
years. Prior to retirement he was a Senior Engineer with Chairman of Compensation
the Instrument Division of Lear Siegler, Inc., in Grand Committee
Rapids, Michigan (a manufacturer of aerospace instruments).
Rufus S. Teesdale (74) has been retired for more than five Director since 1958
years. Prior to retirement he was a Partner in Loan Chairman of Audit
Services and Systems in Glen Ellyn, Illinois (a software Committee
supplier to financial institutions).
Charles VanNamen (69) has been retired for more than five Director since 1958
years. Prior to retirement he was a Senior Engineer with Member of Audit and
the Instrument Division of Lear Siegler, Inc., in Grand Compensation Committees
Rapids, Michigan (a manufacturer of aerospace instruments).
Directors Whose Terms Expire in 1996
Leonard C. Blanding (78) has been retired for more than five Director since 1958
years. Prior to retirement he was a mechanical research Member of Audit
engineer for X-Rite, Incorporated. Committee
Dr. Marvin G. DeVries (61) is an economics consultant, and Director since 1986
he was a Professor of Economics at the F.E. Seidman School Member of Audit
of Business, Grand Valley State University, Allendale, Committee
Michigan, for more than five years prior to his retirement
in 1994. In addition, Dr. DeVries served as Dean of the
Business School from 1973 to 1988.
Glenn M. Walters (70) has been engaged in the consulting Director since 1986
business with respect to management matters and capital Member of Compensation
formation since 1982. Prior to that time Mr. Walters was Committee
President and Chief Operating Officer of Herman Miller,
Inc., an office furniture manufacturer based in Zeeland,
Michigan. Mr. Walters also serves as a director of Donnelly
Corporation.
---------------------------------------------------------------------------------------------
</TABLE>
The Company has an Audit Committee which recommends to the Board of
Directors the selection of independent public accountants to serve as the
Company's auditors, and reviews the scope of their audit and their audit report.
This Committee met on two occasions during the fiscal year ended December 31,
1994.
2
<PAGE> 5
The Company has a Compensation Committee which makes recommendations to the
Board regarding annual remuneration of the Company's executive officers, and
which is responsible for administering the Company's various incentive plans
involving the Company's common stock. This Committee met on four occasions
during the fiscal year ended December 31, 1994. A report from this Committee
appears infra under the caption Compensation Committee Report.
The Company does not have a standing nominating committee.
The Board of Directors met six times during the past fiscal year, and all
directors attended at least seventy-five percent (75%) of the aggregate number
of meetings of the Board and meetings of committees on which they served, except
for Mr. Blanding who attended five of eight meetings.
PROPOSAL TO APPROVE THE AMENDED AND RESTATED X-RITE, INCORPORATED EMPLOYEE STOCK
PURCHASE PLAN
In 1989, the shareholders of the Company approved the X-Rite, Incorporated
Employee Stock Purchase Plan, providing for the sale of the Company's common
stock to employees of the Company at a price equal to eighty-five percent (85%)
of market value. As of March 1, 1995, 60,059 shares have been sold to
approximately 140 employees of the Company, and 939,941 shares remained
available for sale under the original Plan, which will expire on May 10, 1999.
On November 15, 1994, the Board of Directors adopted an amended and
restated version of the Plan (the "Plan"), subject to approval of the Company's
shareholders. The amended and restated Plan modifies the existing plan in the
following ways: employees of subsidiary corporations will become eligible for
participation in the Plan; the number of shares available for sale under the
Plan will be increased to 1,000,000 shares; and the expiration date of the Plan
will be extended to November 20, 2004. Shareholders will be asked to consider
and approve the Plan, as amended and restated, at the Annual Meeting. The
following paragraphs summarize the principal features of the amended and
restated Plan, and the full text of the Plan, as amended, is appended to this
Proxy Statement as Appendix A.
Purpose. The Board of Directors believes that the availability of an
opportunity to purchase shares of the Company's common stock under the Plan at a
discount from market price is important to provide a further inducement to
employees of subsidiaries, as well as the parent Company, to continue their
employment, and to encourage those employees to increase their efforts to
promote the best interests of the Company and its subsidiaries.
Operation of the Stock Purchase Plan. If approved by the shareholders, the
Plan, as amended, will become effective immediately. All active employees of the
Company, except certain part-time employees and members of the Committee, are
eligible to participate in the Plan after completing one year of continuous
employment as of the beginning of any calendar month. However, no employee is
entitled to purchase shares of common stock under the Plan if he or she is the
holder of five percent (5%) or more of the outstanding stock of the Company.
The Plan provides an opportunity for eligible employees to purchase shares
of the Company's common stock quarterly at a price equal to eighty-five percent
(85%) of the market value of the shares as of the last business day of each
Purchase Period. A Purchase Period is defined as each fiscal quarter of the
Company. Market value is defined as the sale price reported in the Nasdaq Stock
Market on the applicable purchase date. Eligible employees who have elected to
participate may contribute cash (not less than $10 per pay period nor greater
than ten percent (10%) of gross earnings) to the Plan through payroll deduction;
however, aggregate contributions in any calendar year for any employee may not
exceed $10,000. Purchases in whole numbers of shares are made automatically as
of the last business day of each Purchase Period with funds contributed by
participating employees. A participant may terminate his or her participation at
any time prior to his or her last pay date in a Purchase Period by written
notice to the Company; however, a terminating participant will not be eligible
to reenter the Plan for the balance of the Company's fiscal year.
Rights under the Plan are not transferable. Any termination of employment,
including death and retirement, automatically terminates participation. In
addition, the Plan automatically terminates on November 15, 2004, unless
terminated earlier by the Board of Directors. The Board of Directors may amend
the Plan
3
<PAGE> 6
at any time, except that such amendment may not: (a) alter the number of shares
that may be issued under the Plan; (b) decrease the purchase price per share
subject to the Plan; or (c) change the class of employees eligible to
participate under the Plan.
Summary of Federal Income Tax Consequences. The Plan is intended to be a
qualified "Employee Stock Purchase Plan," as defined in Section 423 of the
Internal Revenue Code. The following paragraphs summarize the consequences of
the acquisition and disposition of shares of the Company's common stock for
federal income tax purposes, based on management's understanding of existing
federal income tax laws.
Funds contributed by employees through payroll deduction are a part of
current compensation taxable as ordinary income, although not actually received
by employees. As of the last business day of each Purchase Period, a
participating employee will be considered to have been granted an option to
purchase shares as of such date and to have exercised that option. If the
employee does not dispose of such shares for a period of two (2) years after the
date of the grant of the option (the "Holding Period"), upon subsequent
disposition of the shares or upon death, the employee will realize compensation,
taxable as ordinary income, equal to the lesser of: (a) the amount by which the
market value of the shares at the time of disposition or death exceeds the
option exercise price; or (b) the amount by which the market value of the shares
at the time the option was granted exceeded the option exercise price. If (b) is
the lesser amount, the difference between the market value of the shares at the
time of disposition or death and the market value of the shares at the time the
option was granted will be taxed as a capital gain. In the event the Holding
Period requirement described above is not met, the amount to be treated as
compensation on disposition of the shares by the employee is the difference
between the option exercise price and the market value of the shares at the time
the option is exercised. If the Holding Period requirement is not met, the
Company will be entitled to a deduction for federal income tax purposes equal to
the amount recognized as compensation by the employee; otherwise, the Company
will not be entitled to any deduction for federal income tax purposes with
respect to shares sold to an employee pursuant to exercise of an option granted
under the Plan.
The rules governing the tax treatment of the receipt of stock acquired
under the terms of the Plan are quite technical; consequently, the
above-description of tax consequences is necessarily general in nature and does
not purport to be complete. In addition, tax consequences under applicable state
and local laws may not be the same as under federal law.
The affirmative vote of a majority of the Company's outstanding common
stock represented and voted at the Annual Meeting is required to approve the
adoption of the Plan as amended and restated. Since a majority of the votes cast
is required for approval, a negative vote will necessitate in offsetting an
affirmative vote to assure approval. Any ballot or proxy marked "abstain" and
any broker nonvote will be counted as a negative vote. Votes will be counted by
Inspectors of Election appointed by the presiding officer at the Annual Meeting.
The Board of Directors recommends a vote FOR the approval of the amended
and restated Plan.
PROPOSAL TO APPROVE INCREASE IN AUTHORIZED CAPITAL STOCK
Article III of the Company's Articles of Incorporation currently provides
for authorized capital stock of 30,000,000 shares, consisting of 25,000,000
shares of common stock, par value $.10 per share, and 5,000,000 shares of
preferred stock, par value $.10 per share. No preferred stock is presently
outstanding. There are 20,992,783 shares of common stock presently outstanding,
and 3,999,609 shares have been reserved for issuance under the Company's various
incentive stock option and purchase plans.
At a meeting held on March 21, 1995, the Board of Directors unanimously
adopted a resolution approving amended Article III of the Articles of
Incorporation to increase the authorized shares of common stock from 25,000,000
to 50,000,000, and recommending the amendment for approval by the Company's
shareholders. The Board believes that the authorization of an additional
25,000,000 shares of common stock will provide increased flexibility for future
growth and provide the opportunity for enhanced marketability of the Company's
common stock, although the Board has not yet decided to issue those shares for
any particular purpose.
4
<PAGE> 7
From time to time, the Company has considered potential acquisitions and
management expects to continue to consider acquisition opportunities in the
future. The Company's common stock could be used as a means for accomplishing an
acquisition. The increase in authorized common stock would also enhance the
ability of the Board of Directors to consider the possibility of declaring a
stock dividend to existing shareholders and/or provide for the reservation of
additional shares for potential issuance under the Company's various stock plans
as a means of retaining key personnel and attracting new personnel. It is also
possible that the additional shares of common stock could be utilized by the
Company as a part of a defensive strategy to counter any hostile takeover
attempts. Shareholders should be aware that the Board of Directors has
considered in the past, and will continue to consider in the future, the
advisability of adoption of a shareholder rights plan commonly referred to as a
poison pill. The proposed increase in authorized shares of common stock will not
have any significant impact on the decision regarding an adoption of any such
rights plan, however, since the Company's existing preferred stock could, and
probably would be employed as the vehicle for implementing any such plan. Shares
of the Company's common stock do not carry preemptive rights to purchase
additional shares of the Company's stock.
The Board recommends that Article III of the Company's Articles of
Incorporation be amended to read as stated on Appendix B to this Proxy
Statement. The only change in this Article is the increase in the number of
shares of common stock from 25,000,000 to 50,000,000.
The affirmative vote of the majority of the outstanding shares of common
stock, in person or by proxy, on the proposed amendment to Article III is
required for approval. Since an absolute majority of outstanding shares is
required, any broker nonvote, or any ballot or proxy marked "abstain," will have
the same effect as a negative vote. Votes will be counted by Inspectors of
Election appointed by the presiding officer at the annual meeting.
The Board of Directors recommends a vote FOR adoption of the proposed
increase in authorized common stock.
SECURITIES OWNERSHIP OF MANAGEMENT
The following table contains information regarding ownership of the
Company's common stock by each director and nominee for election as a director,
each executive officer named in the tables under the caption Executive
Compensation, and all directors and executive officers as a group. The content
of this table is based upon information supplied by the persons identified in
the table and represents the Company's understanding of circumstances in
existence as of March 1, 1995.
5
<PAGE> 8
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF OWNERSHIP
----------------------------------
NAME AND ADDRESS OF SHARES BENEFICIALLY EXERCISABLE
BENEFICIAL OWNER OWNED(1) OPTIONS(2) PERCENT OF CLASS
--------------------------------------------------------------------------------------
<S> <C> <C> <C>
Bernard J. Berg 56,600 48,000 *
5789 Blaine, S.E.
Kentwood, MI 49508
Leonard C. Blanding 1,481,164(3) 10,000 7.1
6600 Tanglewood, S.E.
Grand Rapids, MI 49546
Dr. Marvin DeVries 38,000 38,000 *
4577 Whisperwood Court
Kentwood, MI 49508
Lawrence E. Fleming 1,630,000 10,000 7.8
6200 Hall St., S.E.
Grand Rapids, MI 49546
Bruce L. Jorgensen 1,000 -0- *
67 Nettlesworth Way, N.E.
Grand Rapids, MI 49546
Duane Kluting 45,696 32,000 *
4174 Imperial Dr.,
N.W. Grand Rapids, MI 49504
Rufus S. Teesdale 1,550,444(4) 10,000 7.4
3152 E. Gatehouse, S.E.
Grand Rapids, MI 49546
Ted Thompson 1,573,300(5) 20,000 7.5
3100 44th Street
Grandville, MI 49418
Ronald A. VandenBerg 42,000 32,000 *
16882 Landing Drive
Spring Lake, MI 49456
Charles VanNamen 749,000(6) 10,000 3.6
6922 Kitson
Rockford, MI 49341
Glenn M. Walters 88,000(7) 40,000 *
234 Indian Hills Road
Montague, MI 49437
Quinten E. Ward 1,392,000(8) 10,000 6.6
2251 N. Rampart Blvd., Suite 102
Las Vegas, NV 89128
All Directors and Executive Officers 8,648,404 260,000 40.7
as a Group (14 persons)
-----------------------------------------------------------------------
</TABLE>
* Less than one percent
(1) Except as disclosed in the footnotes below, each person named in the table
is the record holder of, and has sole voting and investment power with
respect to the issued shares listed in this column.
(2) This column reflects shares subject to options exercisable within 60 days,
and these shares are included in the column captioned "Shares Beneficially
Owned."
(3) Includes 1,151,164 shares issued to trusts established by Mr. Blanding for
which he serves as trustee, with full power to vote and dispose of stock
shares, and 320,000 shares held in a trust for which Mr. Blanding's wife
serves as trustee, with full power to vote and dispose of those shares. Mr.
Blanding disclaims beneficial ownership of the shares held by his wife's
trust.
(4) All shares beneficially owned by Mr. Teesdale have been issued to a trust
established by him, and he serves as sole trustee, with full power to vote
and dispose of the specified shares.
6
<PAGE> 9
(5) Includes 160,000 shares issued to a trust established by Mr. Thompson's
wife, for which she serves as a sole trustee, with full power to vote and
dispose of those shares. Mr. Thompson disclaims beneficial ownership of the
shares held by his wife's trust.
(6) Includes 469,100 shares issued to a trust established by Mr. VanNamen, for
which he serves as sole trustee, with full power to vote and dispose of
those shares, and 269,900 shares issued to a trust established by Mr.
VanNamen's wife, for which she serves as a co-trustee, with shared power to
vote and dispose of those shares. Mr. VanNamen disclaims beneficial
ownership of the shares held by his wife's trust.
(7) Includes 44,000 shares issued to a trust established by Mr. Walters, for
which he serves as sole trustee, with full power to vote and dispose of
those shares, and 4,000 shares issued to a trust established by Mr. Walters'
wife, for which she serves as sole trustee, with full power to vote and
dispose of those shares. Mr. Walters disclaims beneficial ownership of the
shares held in his wife's trust.
(8) Includes 1,198,000 shares issued to a trust established by Mr. Ward, of
which he serves as a co-trustee, with shared power to vote and dispose of
those shares, and 184,000 shares issued to Mr. Ward's wife. Mr. Ward
disclaims beneficial ownership of the shares held by his wife.
EXECUTIVE COMPENSATION
The following table contains information regarding compensation paid by the
Company with respect to the preceding fiscal year to its chief executive officer
and to the other most highly compensated executive officers whose salary and
bonus compensation exceeded $100,000.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
AWARD(S)
ANNUAL -----------------------
COMPENSATION RESTRICTED SECURITIES
----------------- STOCK UNDERLYING ALL OTHER
SALARY BONUS AWARD(S) OPTIONS COMPENSATION
EXECUTIVE YEAR ($) ($) ($)(1) (#) ($)(2)
--------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Ted Thompson 1994 246,634 164,700 -- 20,000 13,650
Chairman and 1993 239,200 22,800 -- 40,000 8,567
Chief Executive Officer 1992 214,828 41,600 -- -- 8,500
Bruce L. Jorgensen 1994 153,965 81,100 -- 20,000 1,488
President and
Chief Operating Officer
Bernard J. Berg 1994 130,385 74,500 -- 10,000 3,071
Vice President -- 1993 128,860 18,000 -- 10,000 2,987
Engineering 1992 119,820 22,200 -- -- 2,146
Duane Kluting 1994 120,961 69,700 -- 6,000 2,614
Vice President -- 1993 111,924 16,500 -- 6,000 573
Chief Financial Officer 1992 90,385 20,000 -- 20,000 870
--------------------------------------------------------------------------------------------------------
</TABLE>
(1) There are no unvested Restricted Stock grants outstanding.
(2) These amounts represent "matching" contributions by the Company pursuant to
its 401(k) Plan and annual premiums for term life insurance attributable to
each named executive officer.
------------------------
7
<PAGE> 10
The following table contains information regarding stock options granted to
the above-named executive officers during the preceding fiscal year.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
-----------------------------------------------------------
OPTIONS PERCENT OF OPTIONS EXERCISE GRANT DATE
GRANTED GRANTED TO ALL PRICE EXPIRATION PRESENT VALUE
EXECUTIVE ($)(1) EMPLOYEES ($/SH)(2) DATE ($)(3)
<S> <C> <C> <C> <C> <C>
--------------------------------------------------------------------------------------------------------------
Ted Thompson 20,000 21.7 12.00 3-15-04 129,400
Bruce L. Jorgensen 20,000 21.7 10.81 1-04-04 115,000
Bernard J. Berg 10,000 10.9 12.00 3-15-04 64,700
Duane Kluting 6,000 6.5 12.00 3-15-04 38,820
--------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Options become exercisable two years after the date of grant in the case of
Mr. Jorgensen and six months in all other cases.
(2) The price may be paid in any combination of cash, surrender of outstanding
shares, and the surrender of exercisable options valued at the excess of
market price of the underlying shares over the exercise price for the
options.
(3) Present value calculated under the Black-Scholes Valuation Model, assuming
5.8% and 6.4% risk-free rates of return, .8% and .9% dividend yields, .36
and .38 volatilities, and exercise in 10 years. This model is an alternative
suggested by the Securities and Exchange Commission, and the Company neither
endorses this particular model nor necessarily agrees with the method for
valuing options. The future performance of the Company and the price of its
shares will ultimately determine the value of these options.
------------------------
The following table contains information regarding the exercise of options
during the preceding fiscal year by the above-named executives, as well as
unexercised options held by them at fiscal year-end.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND YEAR-END VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
OPTIONS AT FISCAL IN-THE-MONEY OPTIONS AT
SHARES VALUE YEAR-END(#) FISCAL YEAR-END($)
ACQUIRED ON REALIZED ----------------------------- -----------------------------
EXERCISE # ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
<S> <C> <C> <C> <C> <C> <C>
------------------------------------------------------------------------------------------------------------------
Ted Thompson -- -- 20,000 40,000 155,000 385,000
Bruce L. Jorgensen -- -- -- 20,000 -- 178,750
Bernard Berg 8,000 107,716 38,000 10,000 516,750 88,750
Duane Kluting -- -- 26,000 6,000 300,875 53,250
------------------------------------------------------------------------------------------------------------------
</TABLE>
REPORT ON EXECUTIVE COMPENSATION
In years prior to 1994, administration of the Company's executive
compensation program was divided between two Committees of the Board of
Directors, in order to accommodate the requirements of Exchange Act Rule 16b-3
for "disinterested administration" of stock-based incentive plans. In early
1994, those Committees were reorganized, so that all responsibilities of those
two Committees are now assigned to the Compensation Committee (hereinafter the
"Committee").
8
<PAGE> 11
The Committee is currently comprised of five members, and all members are
outside directors; i.e., none is an employee of the Company. The Committee makes
recommendations to the Board of Directors with respect to all executive
compensation except for the award of stock-based incentives, which are the
exclusive prerogative of the Committee.
The Compensation policies established for executive officers are designed
to assure the Company's ability to attract, motivate, and retain competent and
dedicated senior management. In constructing and applying these policies, a
conscious effort is made to identify and evaluate the executive compensation
programs for comparable employers, considering such factors as geographic and
industry influences, relative sizes, growth stages, and market capitalizations.
With the assistance of a consulting firm, the Committee has established a peer
group of corporations that it uses for compensation comparison purposes.
In general, compensation packages for executive officers are composed of
three elements: base salary, annual bonus, and stock-based incentives. Base
salary for an executive is determined by the executive's responsibility and the
Company's need to be competitive in the market for executive services. Bonus
compensation is based on personal performance as well as achievement of
corporate goals. Stock-based incentives are intended to strengthen the alignment
of interests between shareholders and senior management and to address long-term
performance.
In the early part of 1994, the Compensation Committee reviewed the annual
salary plan with the Chief Executive Officer for all other executive officers,
and made such adjustments as they thought appropriate, based upon salary survey
data for comparable employers, economic conditions in general, and individual
evaluations by the Chief Executive Officer. Annual salary for the Chief
Executive Officer was reviewed independently by the Committee and adjusted based
upon the same considerations for other executive salaries, plus the Committee's
evaluation of his performance as corporate leader.
At the same time, the Committee established the annual bonus program to be
based approximately one-half on individual achievement and one-half on corporate
performance against the annual budget approved by the Board of Directors. A
maximum award was set at thirty percent (30%) of base salary in the case of the
Chief Executive Officer, and twenty percent (20%) of base salary in the case of
all other executives. Actual bonuses under this program were determined by the
Committee, in consultation with the Chief Executive Officer (except as to his
own bonus), after the close of the fiscal year.
The Committee also awarded stock options to five executives during 1994
under the Employee Stock Option Plan as detailed in the foregoing table
captioned Option Grants in Last Fiscal Year. The options granted to Mr.
Jorgensen were a part of the compensation package offered to him at the time he
joined the Company. The options awarded to the remaining executives, other than
the Chief Executive Officer, were awarded based upon recommendations from the
Chief Executive Officer, taking into account for each executive his contribution
to success in prior periods by achieving agreed upon goals, and his ability and
willingness to influence success in the future by striving to achieve individual
and corporate goals. The Chief Executive Officer was awarded an option based
primarily on the Committee's judgment that it is in the best interest of
shareholders to provide incentive for the Chief Executive Officer in the form of
stock options, in an amount that is appropriate relative to the options granted
other executives, considering their abilities to influence corporate
performance.
COMPENSATION COMMITTEE
Lawrence E. Fleming
Glenn M. Walters
Quinten E. Ward
Ronald A. VandenBerg
Charles VanNamen
9
<PAGE> 12
STOCK PERFORMANCE GRAPH
The following graph depicts the cumulative total return on the Company's
common stock compared to the cumulative total return on the indices for NASDAQ
market (U.S. and foreign) and NASDAQ nonfinancial stocks. The graph assumes an
investment of $100 on the last trading day of 1989, and reinvestment of
dividends in all cases.
<TABLE>
<CAPTION>
1989 1990 1991 1992
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
X-Rite, Incorporated 100.000 110.825 102.515 81.361 94.505 120.579 118.694 156.793 227.560 230.047 308.629 422.513
Market Index 100.000 96.636 103.247 78.003 85.017 110.001 109.017 121.524 135.708 140.239 130.631 135.572
Peer Index 100.000 97.842 107.639 80.505 88.034 115.643 112.342 126.128 141.730 143.968 129.184 133.288
<CAPTION>
1993 1994
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
X-Rite, Incorporated 462.447 373.639 372.179 403.666 386.842 369.894 419.102 609.774 698.975
Market Index 157.359 160.944 164.852 178.590 181.153 173.591 164.794 178.701 175.253
Peer Index 154.916 155.205 161.005 173.564 177.606 169.125 155.990 171.470 170.297
</TABLE>
The Company has not adopted any long-term incentive plan or any defined
benefit or actuarial plan, as those terms are defined in the applicable
regulations promulgated by the Securities and Exchange Commission. Neither does
the Company have any contracts with its executive officers assuring them of
continued employment, nor any compensatory arrangement for executives linked to
a change in control of the Company.
During 1994, members of the Company's Board of Directors received an annual
retainer of $10,000, plus a meeting fee of $600 ($1,200 for chairpersons) for
each meeting of the Board or a committee attended, and those amounts have been
increased to $12,000 and $750 ($1,500 for chairpersons), respectively, for
subsequent years. In addition, each person who is a director immediately
following each Annual Meeting of Shareholders is entitled to receive an option
to purchase 10,000 shares of the Company's common stock at a price per share
equal to the fair market value on that date. Each option has a term of ten years
and becomes exercisable in full six months after the date of the grant.
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
The consolidated financial statements of the Company and its subsidiary for
the fiscal year ended December 31, 1994, have been audited by Arthur Andersen
LLP, independent public accountants, and the Board of Directors has selected
Arthur Andersen LLP to serve as the Company's independent accountants for the
fiscal year ending December 31, 1995. Representatives of Arthur Andersen LLP are
expected to be
10
<PAGE> 13
present at the Annual Meeting to respond to appropriate questions and will have
an opportunity to make a statement if they desire.
COMPLIANCE WITH REPORTING REQUIREMENTS
Based upon a review of Forms 3, 4, and 5 furnished to the Company during or
with respect to the preceding fiscal year and written representations from
certain reporting persons, the Company is not aware of any failure by any
reporting person to make timely filings of those Forms as required by Section
16(a) of the Securities Exchange Act of 1934.
SHAREHOLDER PROPOSALS -- 1995 ANNUAL MEETING
Any proposal of a shareholder intended to be presented at the 1995 Annual
Meeting of the Shareholders of the Company must be received by the Company at
its headquarters, 3100 44th Street, S.W., Grandville, Michigan 49418, no later
than December 11, 1995, if the shareholder wishes the proposal to be included in
the Company's Proxy Statement relating to that meeting.
MISCELLANEOUS
The Company's Annual Report to Shareholders including financial statements,
is being mailed to shareholders with this Proxy Statement.
Management is not aware of any matters to be presented for action at the
Annual Meeting other than as set forth in this Proxy Statement. If other
business should come before the meeting, the persons named as proxy holders in
the accompanying Proxy intend to vote the shares in accordance with their
judgment, and discretionary authority to do so is included in the Proxy.
A COPY OF THE COMPANY'S REPORT ON FORM 10-K FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION IS AVAILABLE, WITHOUT CHARGE, UPON WRITTEN REQUEST FROM
DUANE KLUTING, THE COMPANY'S VICE PRESIDENT/CHIEF FINANCIAL OFFICER, 3100 44TH
STREET, S.W., GRANDVILLE, MICHIGAN 49418.
SHAREHOLDERS ARE URGED TO PROMPTLY DATE, SIGN, AND RETURN THE ACCOMPANYING
PROXY IN THE ENCLOSED ENVELOPE.
By Order of the Board of Directors
DUANE KLUTING
Secretary
April 10, 1995
Grandville, Michigan
11
<PAGE> 14
APPENDIX A
X-RITE, INCORPORATED
EMPLOYEE STOCK PURCHASE PLAN
(AS AMENDED AND RESTATED NOVEMBER 15, 1994)
1. Purpose. The purpose of this Employee Stock Purchase Plan is to provide
employees of the Company with a further inducement to continue their employment
with the Company and to encourage those employees to increase their efforts to
promote the best interests of the Company by permitting them to purchase common
stock of the Company at a price less than the market price.
2. Definitions. The following words and phrases shall have the following
meanings as used in this Plan:
a. "Authorization" means the payroll deduction direction specified in
Section 6 of this Plan.
b. "Board" means the Board of Directors of X-Rite, Incorporated.
c. "Committee" means the committee appointed by the Board to
administer the Plan.
d. "Company" means X-Rite, Incorporated, as well as any subsidiary
corporation that is more than fifty percent (50%) controlled by X-Rite,
Incorporated, directly or indirectly, and which has been approved by the
Board for inclusion in the Plan.
e. "Eligible Employee" means a person meeting the requirements of
Section 4 of this Plan.
f. "Market Value" means the sale prices reported in the Nasdaq Stock
Market, or such other estimate of fair market value as the Committee shall
determine if such values are not available.
g. "Participant" means an Eligible Employee who has elected to
participate in this Plan.
h. "Plan" means this X-Rite, Incorporated, Employee Stock Purchase
Plan.
i. "Purchase Account" means the account established for a Participant
as provided in Section 7 of this Plan.
j. "Purchase Period" means each fiscal quarter of the Company.
k. "Stock" means the common stock of X-Rite, Incorporated, par value
$0.10 per share.
3. Administration.
a. The Plan shall be administered by a Committee appointed by the
Board, consisting of such number of persons as the Board shall determine
from time to time. A majority of members of the Committee shall constitute
a quorum for the transaction of business. The Committee shall be
responsible to the Board for the operation of the Plan, and the
interpretation and construction of any provision of the Plan by the
Committee shall be final and binding.
b. The Committee shall consist entirely of members who, during the one
year prior to service on the Committee, or during such service, have not
been granted or awarded equity securities of the Company pursuant to the
Plan or any other plan of the Company or any of its affiliates, except for
the types of plans set forth in Rule 16b-3(c)(2)(i)(A)-(D).
c. Each person who is or shall have been a member of the Committee
shall be indemnified and held harmless by the Company, to the maximum
extent permitted by law, from and against any cost, liability, or expense
imposed or incurred in connection with such persons taking or failing to
take any action under the Plan.
4. Eligibility. All active employees of the Company shall be Eligible
Employees, entitled to participate under the Plan, except: (a) employees who
have not been continuously employed by the Company on a full
A-1
<PAGE> 15
time basis for at least twelve (12) calendar months; (b) employees whose
customary employment by the Company is for less than 20 hours per week or for
less than five months in a calendar year; (c) employees who are the beneficial
owners of five percent (5%) or more of the shares of outstanding Stock; and (d)
employees who are members of the Committee. No Eligible Employee shall be
granted option rights under the Plan which permit such employee to purchase
stock under this Plan and any other employee stock purchase plan of the Company
(but not an incentive stock option plan) at option prices aggregating more than
$10,000 in any one calendar year.
5. Stock Available for Plan. Purchases of Stock pursuant to and on behalf
of this Plan for delivery under this Plan may be made out of the Company's
presently or hereafter authorized but unissued Stock, or out of shares of Stock
now or hereafter held in treasury by the Company, or partly out of each, as
determined by the Board. The maximum number of shares of Stock which may be
purchased under the Plan is 1,000,000 shares as of the effective date, subject,
however, to adjustment as hereinafter set forth. In the event the Company shall,
at any time after the effective date of the Plan, change its issued stock into
an increased number of shares of stock, with or without par value, through a
stock dividend or split shares, or into a decreased number of shares, with or
without par value, through a combination of shares, then effective with the
record date for such change, the maximum number of shares of Stock which
thereafter may be purchased under the Plan shall be the maximum number of shares
which, immediately prior to such record date, remained available for purchase
under the Plan, proportionately increased, in the case of such Stock dividend or
split up of shares, or proportionately decreased, in the case of such
combination of shares. In the event of any other change affecting Stock, such
adjustment shall be made as may be deemed equitable by the Board to give proper
effect to such event.
6. Participation. An employee of the Company who is an Eligible Employee at
or prior to the first day of any calendar month may become a Participant as of
such date by completing and delivering a payroll deduction Authorization form to
the Company's payroll department at least ten (10) days prior to such date. The
Authorization will direct a regular payroll deduction from the Participant's
compensation to be made on each of the Participant's pay dates occurring during
each Purchase Period in which he or she is a Participant.
7. Payroll Deductions. The Company shall maintain payroll deduction
accounts for all employees who are Participants and who have filed
Authorizations for Payroll Deduction. Payments made by Participants by payroll
deduction shall be credited to the Participant's Purchase Account, and no
amounts other than payroll deductions authorized under this Plan may be credited
to a Participant's Purchase Account. A Participant may authorize a payroll
deduction in any amount not less than $10 for each pay period, but not more than
a maximum of ten percent (10%) of the Participant's gross earnings (before
withholding or other deductions) with respect to which payments are to be made
to him or her by the Company on such pay date. In no event shall payments for
credit to a Purchase Account by or on behalf of any Participant aggregate more
than $10,000 in any calendar year.
8. Changes in Payroll Deduction. Payroll deductions shall be made for each
Participant in accordance with the Participant's Authorization and shall
continue until the Participant's participation terminates, the Authorization is
revised or revoked or the Plan terminates. A Participant may, as of the
beginning of any Purchase Period, increase or decrease the Participant's payroll
deduction within the limits specified in Section 7 by filing a new Authorization
at least ten (10) days prior to the beginning of such Purchase Period.
9. Termination of Participation-Withdrawal of Funds. A Participant may for
any reason and at any time, on written notice given to the Company prior to the
Participant's last pay date in any Purchase Period, elect to terminate his or
her participation in the Plan and permanently draw out the balance accumulated
in his or her Purchase Account. Upon any such termination by a Participant, he
or she shall cease to be a Participant, his or her Authorization shall be
revoked effective upon receipt, and the amount to his or her credit in his or
her Purchase Account (exclusive of accounts payable in respect of the exercise
of any option to purchase Stock previously granted under the Plan) as well as
any unauthorized payroll deductions made after such revocation, shall be
promptly refunded in cash to the Employee. An Eligible Employee who has thus
terminated participation in the Plan may thereafter begin participation in the
Plan again only during the fiscal
A-2
<PAGE> 16
year of the Company following the fiscal year of the Company in which such
termination and withdrawal of funds occurred. Partial withdrawals of funds shall
not be permitted.
10. Purchase of Shares. During each Purchase Period while this Plan remains
in effect, each Participant shall be granted an option as of the last business
day of each Purchase Period for the purchase of as many full shares of Stock,
but not less than one (1) full share, as may be purchased with the funds in his
or her Purchase Account. This election shall be automatically made as provided
in this Section unless the Participant terminates participation as provided in
Section 9. The purchase price for each share of Stock purchased shall be
eighty-five percent (85%) of the Market Value of a share of Stock on the last
business day of the Purchase Period ("Purchase Date"). If such percentage
results in a fraction of a cent, the purchase price shall be increased to the
next higher full cent. If, as of each Purchase Date, the Participant's Purchase
Account contains sufficient funds to purchase at least one (1) or more full
shares, the Participant shall be deemed to have exercised an option to purchase
all such shares at the purchase price, the Participant's Purchase Account shall
be charged for the amount of the purchase, and a stock certificate shall be
issued to the Participant. As of each subsequent Purchase Date when sufficient
funds have again accrued in the Participant's Purchase Account to purchase one
(1) or more shares, shares will be purchased in the same manner. Any balance
remaining in a Participant's Purchase Account after a Purchase Date will be
carried forward into the following Purchase Period. Notwithstanding the
foregoing, any balance remaining in a Purchase Account at the termination of the
Plan will be automatically refunded to the Participant in accordance with
Section 17.
11. Registration of Certificates. Certificates may be issued only in the
name of the Participant.
12. Rights as a Stockholder. None of the rights or privileges of a
stockholder shall exist with respect to shares purchased under this Plan unless
and until certificates representing such shares shall have been issued.
13. Rights on Retirement, Death or Termination of Employment. In the event
of a Participant's retirement, death or termination of employment, no payroll
deduction shall be taken from any pay due and owing to a Participant at such
time and the balance in the Participant's Purchase Account shall be paid to the
Participant or, in the event of the Participant's death, to the Participant's
estate.
14. Rights Not Transferable. Rights under this Plan are not transferable by
a Participant and are exercisable only by the Participant during his or her
lifetime.
15. Application of Funds. All funds received or held by the Company under
this Plan may be used by the Company for any corporate purpose.
16. Governmental Regulations. The Company's obligation to sell and deliver
Stock under this Plan is subject to the approval of any governmental authority
required in connection with the authorization, issuance or sale of such Stock.
If, at any time, shares of Stock deliverable hereunder are required to be
registered or qualified under any applicable law, or delivery of such shares is
required to be accompanied or preceded by a prospectus or similar circular,
delivery of certificates for such shares may be deferred for a reasonable time
until such registrations or qualifications are effected or such prospectus or
similar circular is available.
17. Effective Date, Termination and Amendment. The Plan shall take effect
only upon, and as of the date of approval by the stockholders of X-Rite,
Incorporated. Unless earlier terminated by the Board, the Plan shall terminate
on the date ten (10) years subsequent to the date of its adoption by the Board,
after which date no options may be granted under the Plan. The Board may
terminate or amend the Plan at any time, or from time to time, in its entirety
or as to any subsidiary, as it deems proper and in the best interest of the
Company; provided, however that no amendment may (i) alter the aggregate number
of shares that may be issued under the Plan, (ii) decrease the price at which
shares may be purchased, or (iii) modify the eligibility requirements set forth
herein.
A-3
<PAGE> 17
CERTIFICATION
The foregoing Amended and Restated Plan was duly adopted by the Board of
Directors of X-Rite, Incorporated on the 15th day of November, 1994.
--------------------------------------
Duane Kluting, Secretary
A-4
<PAGE> 18
APPENDIX B
ARTICLE III
AUTHORIZED CAPITAL STOCK
A. The total authorized capital stock of this Corporation is fifty million
(50,000,000) shares of common stock of the par value of ten cents ($.10) per
share and five million (5,000,000) shares of preferred stock of the par value of
ten cents ($.10) per share.
COMMON STOCK
B. The authorized shares of common stock of the par value of ten cents
($.10) per share are all of one class and each share of common stock is equal in
every respect to every other share of common stock. The holders of common stock
shall be entitled to one (1) vote in person or by proxy for each share of common
stock held. In the event of liquidation, dissolution, or winding up of the
Corporation, whether voluntary or involuntary, the holders of common stock of
the Corporation shall be entitled to participate ratably according to their
respective holdings in the division of the assets of the Corporation which
remain after payment in full of all amounts owing to creditors of the
Corporation and of all amounts payable to holders of preferred stock of the
Corporation which has been issued with preferential rights upon liquidation,
dissolution, or winding up of the Corporation. Holders of common stock shall
have the right to participate ratably according to their respective holdings in
such dividends and distributions as may be declared by the Board of Directors of
the Corporation and paid on the common stock of the Corporation form time to
time from funds legally available for that purpose subject to the prior right of
holders of preferred stock of the Corporation to receive such distributions and
dividends where such preferred stock of the Corporation has been issued with a
preference as to such distributions and dividends. The holders of common stock
of the Corporation shall not be entitled to convert common stock into any other
class of stock of the Corporation, whether now or hereafter issued. The holders
of common stock of the Corporation shall have no preemptive rights to purchase
or to subscribe to any shares of any class of stock issued by the Corporation,
now or hereafter, whether voting or non-voting; or to any securities
exchangeable for or convertible into such shares; or to any warrants or other
instruments evidencing rights or options to subscribe for, purchase, or
otherwise acquire such shares. All shares of common stock issued by the
Corporation shall be deemed fully paid and non-assessable. The holders of common
stock shall have no voting rights with respect to issuance of preferred stock or
the rights, preferences, or limitations of preferred stock, which matters are
reserved exclusively to the Corporation's Board of Directors.
PREFERRED STOCK
C. The authorized shares of preferred stock of the par value of ten cents
($.10) may be divided into and issued in one or more series. The Board of
Directors is hereby authorized to cause the preferred stock to be issued from
time to time in one or more series, with such designations and such relative
voting, dividend, liquidation and other rights, preferences and limitations as
shall be stated and expressed in the resolution or resolutions providing for the
issue of such preferred stock adopted by the Board of Directors. The Board of
Directors by vote of a majority of the whole Board is expressly authorized to
adopt such resolution or resolutions and issue such stock from time to time as
it may deem desirable.
B-1
<PAGE> 19
X-RITE, INCORPORATED
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints J. Terry Moran and Duane Kluting, and
each of them, as Proxies, each with the Power to appoint a substitute, to
represent and to vote, as designated below, all of the shares of common stock
of X-Rite, Incorporated held of record by the undersigned on March 24, 1995,
at the Annual Meeting of Shareholders to be held on May 15, 1995, or any
adjournment thereof.
When properly executed, this proxy will be voted in the manner directed
by the undersigned shareholder(s). IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR THE ELECTION OF THE NOMINEES LISTED ON REVERSE SIDE FOR A THREE-YEAR
TERM, FOR THE APPROVAL OF THE ADOPTION OF THE X-RITE, INCORPORATED AMENDED AND
RESTATED EMPLOYEE STOCK PURCHASE PLAN, AND FOR THE APPROVAL OF THE PROPOSED
AMENDMENT TO THE ARTICLES OF INCORPORATION.
PLEASE VOTE AND SIGN ON OTHER SIDE AND RETURN PROMPTLY IN ENCLOSED ENVELOPE.
Please sign this Proxy exactly as your name appears on the reverse side. Joint
owners should each sign personally. Trustees and other fiduciaries should
indicate the capacity in which they sign, and where more than one name appears,
a majority must sign. If a corporation, this signature should be that of an
authorized officer who should state his or her title.
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
__________________________________ ___________________________________
__________________________________ ___________________________________
__________________________________ ___________________________________
<PAGE> 20
<TABLE>
<S><C>
[X] PLEASE MARK VOTES
AS IN THIS EXAMPLE
With- For All
For hold Except For Against Abstain
1.) Election of Directors [ ] [ ] [ ] 2.) To approve the adoption of the [ ] [ ] [ ]
X-Rite, Incorporated Amended and
Restated Employee Stock Purchase
TED THOMPSON, RONALD A. VANDENBERG Plan.
AND QUINTEN E. WARD
Instructions: To withhold authority to vote for For Against Abstain
any individual nominee, mark "For All Except" 3.) To approve the proposed Amendment [ ] [ ] [ ]
box and strike a line through the nominee(s) name. to the Articles of Incorporation.
Your shares shall be voted for the remaining
nominee(s).
RECORD DATE SHARES:
4.) In their discretion, the Proxies are authorized to vote
upon such other business as may properly come before the
Meeting.
Mark box at right if you plan to attend [ ]
the meeting.
Please be sure to sign and date Date ________ Mark box at right if comments or address [ ]
this Proxy. change have been noted on the reverse side.
Shareholder sign here Co-owner sign here
</TABLE>
DETACH CARD DETACH CARD
X-RITE, INCORPORATED
Dear Shareholder:
Please take note of the important information enclosed with this Proxy Ballot.
There are a number of issues related to the management and operation of your
Company that require your immediate attention and approval. These are
discussed in detail in the enclosed proxy materials.
Your vote counts, and you are strongly encouraged to exercise your right to
vote your shares.
Please mark the boxes on the proxy card to indicate how your shares shall be
voted. Then sign the card, detach it and return your proxy vote in the enclosed
postage paid envelope.
Your vote must be received prior to the Annual Meeting of Shareholders, held on
May 15, 1995.
Thank you in advance for your prompt consideration of these matters.
Sincerely,
X-RITE, INCORPORATED
