<PAGE> 1
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
X-RITE, INCORPORATED
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
X-RITE, INCORPORATED
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) 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 17, 1999
The Annual Meeting of Shareholders of X-Rite, Incorporated will be held at
the BYRON CENTER HIGH SCHOOL, VAN SINGEL FINE ARTS CENTER, 8500 BURLINGAME,
S.W., BYRON CENTER, MICHIGAN, on Monday, May 17, 1999, at 4:30 p.m., for the
following purposes:
1. To elect two directors as set forth in the accompanying Proxy
Statement.
2. To transact any other business that may properly come before the
meeting.
Shareholders of record as of the close of business on March 19, 1999, 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 F. KLUTING
Secretary
April 15, 1999
Grandville, Michigan
OUR MEETING LOCATION HAS CHANGED FROM LAST YEAR.
THE NEW VENUE IS NOTED ABOVE.
<PAGE> 3
X-RITE, INCORPORATED
3100 44TH STREET, S.W.
GRANDVILLE, MICHIGAN 49418
------------------------
PROXY STATEMENT
APRIL 15, 1999
------------------------
SOLICITATION OF PROXIES
This Proxy Statement is being furnished to the shareholders of X-Rite,
Incorporated (the "Company") on or about April 15, 1999, 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 17, 1999, at 4:30
p.m. at the Van Singel Fine Arts Center, 8500 Burlingame, S.W., Byron Center,
Michigan.
If the form of Proxy accompanying this Proxy Statement is properly executed
and returned, 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, and at 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 has retained D.F. King & Co., Inc., to aid
in the solicitation of proxies at an estimated cost of $4,800, plus expenses. In
addition, 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 19, 1999, 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 21,186,587 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 at least six (6), but not more than nine (9) members, with the
exact number to be fixed by the Board from time to time. The Board has fixed the
number of directors at eight (8). The Articles also specify that the Board of
Directors be divided into three classes, with the directors of the classes to
hold office for staggered terms of three (3) years each. Stanley W. Cheff and
James A. Knister, as described in the following table, have been nominated for
election to three year terms expiring in 2002.
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 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 NOMINEES AND DIRECTORS SERVICE AS A DIRECTOR
- -----------------------------------------------------------------------------------------------------
<S> <C>
Nominees for Terms to Expire in 2002
Stanley W. Cheff (57) is the President and Chief Executive Director since 1996
Officer of Wolverine Building, Inc., a construction firm Chairman of Nominating
headquartered in Grand Rapids, Michigan, and he has held Committee and member of
that position for more than five years. Compensation Committee
James A. Knister (61) is Group Managing Director -- Ventures Director since 1996
of Donnelly Corporation, a manufacturer of glass related Member of Audit
products for the automotive and electronics industries, Committee
headquartered in Holland, Michigan, and he has held that
position since 1996. Previously, Mr. Knister has held
several executive positions with Donnelly for many years.
Mr. Knister also serves as a director of Applied Films
Corporation.
Directors Whose Terms Expire in 2000
Rufus S. Teesdale (78) has been retired for more than five Director since 1958
years. Prior to retirement he was a Partner in Loan Services Chairman of Audit Committee
and Systems in Glen Ellyn, Illinois (a software supplier to
financial institutions).
Charles Van Namen (73) has been retired for more than five Director since 1958
years. Prior to retirement he was a Senior Engineer with the Member of Audit and
Instrument Division of Lear Siegler, Inc., in Grand Rapids, Compensation Committees
Michigan (a manufacturer of aerospace instruments).
Richard E. Cook (53) became the President and C.O.O. of Director since 1997
X-Rite, Incorporated during 1998. Previously, he was the
President of Cascade Engineering headquartered in Grand
Rapids, Michigan, and he held that position for more than
five years.
Directors Whose Terms Expire in 2001
Dr. Peter M. Banks (61) is the President and Chief Executive Director since 1998
Officer of ERIM, International, Inc., a high technology
research and development defense systems company
headquartered in Ann Arbor, Michigan, and he has held that
position since 1997. From 1995 to 1997 he was President and
Chief Executive Officer of the Environmental Research
Institute of Michigan, a research and development
organization specializing in defense technologies. From 1990
to 1995 Dr. Banks was the Dean of Engineering at the
University of Michigan. He also serves as a director of
Tecumseh Products, Inc.
Ted Thompson (69) 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 and
that position for more than five years. Mr. Thompson also Chief Executive Officer
serves as a director of Gentex Corporation. Member of Nominating
Committee
Ronald A. VandenBerg (59) is a Business Unit Vice President Director since 1989
of Donnelly Corporation, a manufacturer of glass related Chairman of Compensation
products for the automotive and electronics industries, Committee and Member of
headquartered in Holland, Michigan. Mr. VandenBerg has held Nominating Committee
several executive positions with Donnelly for many years.
- -----------------------------------------------------------------------------------------------------
</TABLE>
2
<PAGE> 5
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 (2) occasions during the fiscal year ended January 2,
1999.
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 five (5) occasions
during the fiscal year ended January 2, 1999. A report from this Committee
appears infra under the caption Report on Executive Compensation.
The Company has a Nominating Committee that is responsible for recommending
to the Board of Directors annually a slate of nominees for election as directors
to be submitted to the shareholders of the Company at the Annual Meeting. The
Committee is also responsible for recommending nominees to fill vacancies that
may occur at other times. The Committee will consider persons suggested as
nominees by shareholders, and suggestions should be sent to the Nominating
Committee c/o the Company's Secretary at its headquarters. This Committee met on
two (2) occasions during the fiscal year ended January 2, 1999.
The Board of Directors met nine (9) 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.
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, 1999.
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF OWNERSHIP
---------------------------------------------
NAME AND ADDRESS OF SHARES BENEFICIALLY EXERCISABLE
BENEFICIAL OWNER OWNED(1) OPTIONS(2) TOTAL PERCENT OF CLASS
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Rufus S. Teesdale 1,491,093 40,000 1,531,093 6.9
3152 E. Gatehouse, S.E
Grand Rapids, MI 49546
Ted Thompson 1,528,300(3) 140,000 1,668,300 7.5
3100 44th Street
Grandville, MI 49418
Dr. Peter M. Banks 1,000 10,000 11,000 **
Bernard J. Berg 12,985 88,000 100,985 **
Stanley W. Cheff 3,000 30,000 33,000 **
Robert D. Claflin 2,246 9,000 11,246 **
Richard E. Cook 5,000 20,000 25,000 **
Dr. Marvin DeVries 1,596 72,000 73,596 **
Duane F. Kluting 20,539(4) 82,000 102,539 **
James A. Knister 2,000 30,000 32,000 **
Ronald A. VandenBerg 8,000 72,000 80,000 **
Charles Van Namen 679,000(5) 50,000 729,000 3.3
All Directors and Executive Officers as a
Group (15 persons) 3,759,230 743,500 4,502,730 20.3
- ----------------------------------------------------------------------------------------------------------------
</TABLE>
** Less than one percent
(1) Except as disclosed in the footnotes below, each person named in the table
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.
3
<PAGE> 6
(3) Includes 160,000 shares issued to a trust established by Mr. Thompson's
wife, and he disclaims beneficial ownership of those shares.
(4) Includes 13,469 shares issued to a trust established by Mr. Kluting's wife,
and he disclaims beneficial ownership of those shares.
(5) Includes 265,900 shares issued to a trust established by Mr. VanNamen's
wife, and he disclaims beneficial ownership of those shares.
SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table contains information regarding ownership of the
Company's common stock by persons or entities beneficially owning more than five
percent (5%) of the Company's common stock. The content of this table is based
upon information contained in Schedule 13G furnished to the Company. The
individuals listed in this table are founders and former directors of the
Company.
<TABLE>
<CAPTION>
NAME AND ADDRESS OF AMOUNT AND NATURE OF PERCENT OF
BENEFICIAL OWNER BENEFICIAL OWNERSHIP CLASS
- ------------------------------------------------------------------------------------------------------
<S> <C> <C>
Leonard C. Blanding 1,457,132(1) 6.6
6600 Tanglewood, S.E.
Grand Rapids, MI 49546
Lawrence E. Fleming 1,630,000(2) 7.3
6200 Hall St., S.E.
Grand Rapids, MI 49546
- ------------------------------------------------------------------------------------------------------
</TABLE>
(1) Includes 20,000 shares subject to options exercisable within 60 days.
(2) Includes 30,000 shares subject to options exercisable within 60 days, and
500,000 shares issued to a trust established by Mr. Fleming's wife, and he
disclaims beneficial ownership of those shares.
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 four other most highly compensated executive officers.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
ANNUAL ------------------------
COMPENSATION RESTRICTED SECURITIES
------------------ STOCK UNDERLYING ALL OTHER
SALARY BONUS AWARD(S) OPTIONS COMPENSATION
EXECUTIVE YEAR ($) ($)(1) ($)(1)(2) (#) ($)(3)
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Ted Thompson 1998 295,570 40,641 -- 20,000 14,344
Chairman and Chief 1997 289,455 121,510 -- 20,000 18,410
Executive Officer 1996 270,000 44,213 -- 20,000 14,219
Richard E. Cook 1998 144,231 58,333 -- 17,500 3,553
President and Chief
Operating Officer
Bernard J. Berg 1998 180,211 24,779 -- 15,000 6,730
Vice President -- 1997 155,961 65,643 -- 15,000 3,236
Engineering 1996 148,910 9,622 14,373 10,000 3,909
Duane F. Kluting 1998 175,577 22,386 -- 15,000 4,136
Vice President -- 1997 150,894 63,548 -- 15,000 3,461
Chief Financial Officer 1996 143,743 9,577 13,763 10,000 3,743
Robert D. Claflin 1998 175,322 27,066 -- 5,000 6,786
President, 1997 168,504 25,000 -- 5,000 5,297
Labsphere, Inc. 1996 148,877 34,024 -- 2,000 5,297
- --------------------------------------------------------------------------------------------------------------
</TABLE>
(1) The after tax portion of bonuses paid to the executive officers of the
parent company may be converted into common stock of the Company, at the
election of the executive, pursuant to the Company's Cash
4
<PAGE> 7
Bonus Conversion Plan. Bonuses are converted at a discount of 50 percent
from the market value of the stock at the time the bonus is determined, but
the shares received are subject to certain restrictions on transfer and
risks of forfeiture. Restricted Stock Awards shown above are the result of
such bonus conversions.
(2) The values shown in this column represent the aggregate market value at the
date of grant for shares of restricted stock acquired pursuant to the
Company's Cash Bonus Conversion Plan. Restrictions lapse as to 20 percent of
the shares six months after grant and as to 20 percent on each of the first
four anniversaries of the grant date, or as to all shares in the event of
death, disability, retirement, or change in control of the Company.
Dividends will be paid on these shares to the same extent paid on the
Company's common stock generally. Restricted shares held at the close of the
Company's fiscal year were Mr. Berg 1,131 shares, and Mr. Kluting 2,483
shares. Corresponding net market values as of that same date were Mr. Berg
$8,765, and Mr. Kluting $19,243.
(3) These amounts represent "matching" contributions by the Company pursuant to
its 401(k) Plan and annual premiums for term life insurance attributable to
each named executive officer.
------------------------
The following table contains information regarding stock options granted to
the above-named executive officers during the preceding fiscal year.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
-------------------------------------------------------------------------
OPTIONS PERCENT OF OPTIONS EXERCISE GRANT DATE
GRANTED GRANTED TO ALL PRICE EXPIRATION PRESENT VALUE
EXECUTIVE (1) EMPLOYEES ($/SH)(2) DATE ($)(3)
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Ted Thompson 20,000 9.0 18.38 1/20/08 151,000
Richard E. Cook 10,000 4.5 13.00 5/20/08 53,800
7,500 3.4 13.50 6/2/08 41,775
Bernard J. Berg 15,000 6.8 18.38 1/20/08 113,250
Duane F. Kluting 15,000 6.8 18.38 1/20/08 113,250
Robert D. Claflin 5,000 2.3 13.38 4/13/08 27,700
- ------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Options become exercisable one year after the date of grant.
(2) The price may be paid in cash or by the surrender of outstanding shares.
(3) Present value calculated under the Black-Scholes Valuation Model, assuming a
risk-free rate of return range of 5.45 to 5.64 percent, .62 percent dividend
yield, .4 percent volatility, and exercise in 5 years. This model is an
alternative suggested by the Securities and Exchange Commission, and the
Company neither endorses this particular model nor necessarily agrees with
the method for valuing options. The future performance of the Company and
the price of its shares will ultimately determine the value of these
options.
5
<PAGE> 8
The following table contains information regarding the exercise of options
during the preceding fiscal year by the above-named executives, as well as
unexercised options held by them at fiscal year-end.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND YEAR-END VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
OPTIONS AT FISCAL IN-THE-MONEY OPTIONS AT
SHARES VALUE YEAR-END( #) FISCAL YEAR-END($)
ACQUIRED ON REALIZED ---------------------------- ----------------------------
EXERCISE(#) ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Ted Thompson -- -- 120,000 20,000 -- --
Richard E. Cook -- -- 20,000 7,500 -- --
Bernard J. Berg -- -- 73,000 15,000 50,438 --
Duane F. Kluting -- -- 67,000 15,000 14,375 --
Robert D. Claflin -- -- 9,000 5,000 -- --
- -----------------------------------------------------------------------------------------------------------------------
</TABLE>
REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee is currently comprised of three (3) 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 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 1998, 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 an annual bonus program for
fiscal 1998 that is applicable to all executive officers of the parent Company.
The program has three components. One component is based on individual
performance as determined by the Compensation Committee, in conjunction with the
Chief Executive Officer with respect to other officers. A second component is
based upon Company-wide performance to plan defined roughly to be the dollar
amount by which the Company's operating income exceeds its cost of capital. The
third component is based on increased sales where performance is measured
against planned levels of sales. The bonuses for the Company's most highly
compensated officers are reported in the Summary Compensation Table contained in
this Proxy Statement.
6
<PAGE> 9
The Committee also awarded stock options to seven executives during 1998
under the Employee Stock Option Plan, including the grants to the named
executives detailed in the foregoing table captioned Option Grants in Last
Fiscal Year. The options awarded to the executives, other than the Chief
Executive Officer, were awarded based upon recommendations from the Chief
Executive Officer, taking into account for each executive his or her
contribution to success in prior periods by achieving agreed upon goals, and his
or her 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
Stanley W. Cheff
Charles Van Namen
Ronald A. VandenBerg
7
<PAGE> 10
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 1993, and reinvestment of
dividends in all cases.
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURNS
PERFORMANCE REPORT FOR
X-RITE, INCORPORATED
PERFORMANCE GRAPH
<TABLE>
<CAPTION>
NASDAQ STOCK MARKET NASDAQ NON-FINANCIAL
X-RITE, INCORPORATED (US & FOREIGN) STOCKS
-------------------- ------------------- --------------------
<S> <C> <C> <C>
'12/31/1993' 100.000 100.000 100.000
'1/31/1994' 103.587 103.188 103.355
'2/28/1994' 107.002 102.070 102.286
'3/31/1994' 95.619 95.817 95.206
'4/29/1994' 98.075 94.565 93.019
'5/31/1994' 107.769 94.679 92.302
'6/30/1994' 108.339 90.949 87.794
'7/29/1994' 131.357 93.105 90.101
'8/31/1994' 137.068 98.766 96.245
'9/30/1994' 157.629 98.628 96.503
'10/31/1994' 166.393 100.345 99.314
'11/30/1994' 176.113 96.828 96.067
'12/30/1994' 180.687 96.997 96.164
'1/31/1995' 155.718 97.338 95.837
'2/28/1995' 178.618 102.316 100.776
'3/31/1995' 178.618 105.521 104.340
'4/28/1995' 178.847 108.952 108.087
'5/31/1995' 174.261 111.629 110.564
'6/30/1995' 169.675 120.623 120.652
'7/31/1995' 179.089 129.245 129.857
'8/31/1995' 181.385 131.769 131.561
'9/29/1995' 172.201 134.990 134.520
'10/31/1995' 143.736 133.941 133.144
'11/30/1995' 136.836 137.073 135.644
'12/29/1995' 129.937 136.235 134.033
'1/31/1996' 118.620 137.156 134.999
'2/29/1996' 138.055 142.545 140.986
'3/29/1996' 138.199 142.847 140.773
'4/30/1996' 161.498 154.522 154.414
'5/31/1996' 160.345 161.563 162.164
'6/28/1996' 140.734 153.918 153.173
'7/31/1996' 137.488 140.015 137.613
'8/30/1996' 152.508 148.038 145.320
'9/30/1996' 168.683 159.141 157.027
'10/31/1996' 172.389 157.446 154.162
'11/29/1996' 171.232 167.024 163.441
'12/31/1996' 152.721 166.787 162.838
'1/31/1997' 155.832 178.773 175.433
'2/28/1997' 151.777 169.207 163.112
'3/31/1997' 139.033 158.267 151.880
'4/30/1997' 153.179 162.997 156.928
'5/30/1997' 172.906 181.404 175.918
'6/30/1997' 176.388 187.035 179.998
'7/31/1997' 187.087 206.547 199.833
'8/29/1997' 178.953 206.023 199.545
'9/30/1997' 192.897 218.916 210.860
'10/31/1997' 180.333 207.109 198.091
'11/28/1997' 178.006 207.536 197.771
'12/31/1997' 169.862 203.976 191.045
'1/30/1998' 144.461 210.167 199.572
'2/27/1998' 135.723 230.185 220.040
'3/31/1998' 117.666 238.987 228.239
'4/30/1998' 120.807 243.148 232.301
'5/29/1998' 126.059 230.198 219.213
'6/30/1998' 127.810 244.956 235.998
'7/31/1998' 98.231 242.064 233.970
'8/31/1998' 81.859 193.829 186.809
'9/30/1998' 93.553 218.911 213.401
'10/30/1998' 66.887 228.420 222.165
'11/30/1998' 82.142 250.895 246.414
'12/31/1998' 72.754 281.691 279.821
</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, except for Richard E. Cook who became the
Company's president in 1998. Mr. Cook has an Employment Agreement with the
Company for an initial term of three years, ending May 31, 2001, renewable
annually thereafter for successive one-year periods unless terminated by either
party as of the end of the initial term or any renewal term. During its
continuation, either party may terminate the Agreement for specified reasons.
Mr. Cook is entitled to receive cash compensation and certain perquisites for
the unexpired portion of the then current term if his employment is terminated
for any reason, including a change in control, other than death, disability,
voluntary quit, or discharge for good cause. Mr. Cook is obligated not to
compete with the Company or solicit its employees for a period of two years
after termination of his employment.
Members of the Company's Board of Directors received an annual retainer of
$12,000, plus a meeting fee of $750 ($1,500 for chairpersons) for each meeting
of the Board or a committee attended. 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 the previous day. Each option has a term
of ten years and becomes exercisable in full six months after the date of the
grant.
Directors who have served three or more terms (nine years) are eligible to
become Directors Emeritus at such time as they no longer hold the position of a
director of the Company, if elected to that position by the Board of Directors.
Directors Emeritus are entitled to attend meetings of the Board, but they may
not vote, and they are entitled to receive the directors' annual retainer, but
no meeting fees. Director Emeritus status lasts for a period equal to the length
of service as a director or until any earlier resignation or death.
8
<PAGE> 11
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
The consolidated financial statements of the Company and its subsidiaries
for the year ended January 2, 1999, 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 year
ending January 1, 2000. Representatives of Arthur Andersen LLP are expected to
be present at the Annual Meeting to respond to appropriate questions and will
have an opportunity to make a statement if they desire.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
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 -- ANNUAL MEETING
If a shareholder intends to present a proposal for action at the 1999
Annual Meeting of Shareholders, notice of that proposal must be given to the
Secretary of the Company, in accordance with the Company's bylaws, on or before
April 26, 1999. In addition, any proposal of a shareholder intended to be
presented at the 2000 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 16, 1999, 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 F. 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 F. KLUTING
Secretary
April 15, 1999
Grandville, Michigan
9
<PAGE> 12
X-RITE, INCORPORATED
3100 44TH STREET, S.W.
GRANDVILLE, MICHIGAN 49418
PROXY
THIS PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoint(s) 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 on the reverse, all shares of common stock of X-Rite,
Incorporated held of record by the undersigned on March 19, 1999, at the Annual
Meeting of Shareholders to be held on May 17, 1999, 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 THE REVERSE SIDE FOR A THREE-YEAR
TERM.
- --------------------------------------------------------------------------------
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY IN THE ENCLOSED
ENVELOPE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Please sign exactly as your name(s) appear(s) 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> 13
<TABLE>
<S><C>
|X| PLEASE MARK VOTES
AS IN THIS EXAMPLE
- ---------------------------------------------- 1. Election of Directors.
X-RITE, INCORPORATED
- ----------------------------------------------
FOR ALL WITH- FOR ALL
NOMINEES HOLD EXCEPT
STANLEY W. CHEFF | | | | | |
JAMES A. KNISTER
NOTE: IF YOU DO NOT WISH YOUR SHARES VOTED "FOR" A PARTICULAR NOMINEE,
MARK THE "FOR ALL EXCEPT" BOX AND STRIKE A LINE THROUGH THE NAME OF THE
NOMINEE. YOUR SHARES WILL BE VOTED FOR THE REMAINING NOMINEE.
CONTROL NUMBER:
RECORD DATE SHARES:
2. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the Meeting.
----------------
Please be sure to sign and date this Proxy. | Date | Mark box at right if an address change or comment | |
- ----------------------------------------------------------------------- has been noted on the reverse side of this card.
| |
| |
| |
| |
- ---------Shareholder sign here--------------Co-owner sign here---------
DETACH CARD DETACH CARD
X-RITE, INCORPORATED
Dear Shareholder,
Please take note of the important information in the Proxy Statement.
Your vote counts, and you are strongly encouraged to exercise your right to vote your shares.
Please mark the boxes on this proxy card to indicate how your shares will 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 scheduled for May 17, 1999.
Thank you in advance for your prompt consideration of these matters.
Sincerely,
X-RITE, INCORPORATED
</TABLE>
