<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
CHRYSLER CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
CHRYSLER CORPORATION
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
/X/ $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(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
(CHRYSLER CORPORATION LOGO)
March 31, 1995
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders of
Chrysler Corporation to be held at the Regal Riverfront Hotel, St. Louis,
Missouri, on Thursday, May 18, 1995, at 10:00 A.M., Central Daylight Saving
Time. For your convenience, directions to the meeting site are shown on the
inside back cover of the Proxy Statement.
Matters to be acted on at the meeting include: (a) the election of
directors; (b) the appointment of independent public accountants; and (c) three
stockholder proposals. Detailed information concerning these matters is set
forth in the attached Notice of Annual Meeting of Stockholders and Proxy
Statement.
YOUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE YOUR SHARES IN FAVOR OF
THE ELECTION OF DIRECTORS AND THE APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS,
AND AGAINST THE STOCKHOLDER PROPOSALS.
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE PROMPTLY SIGN AND
RETURN YOUR PROXY CARD IN THE ENCLOSED ENVELOPE. If you then attend the meeting
and wish to vote your shares in person, you still may do so. Also, if you plan
to attend the meeting, please mark the appropriate box on the proxy card. If you
plan to have anyone accompany you, please enclose a note indicating the name of
that person. Admission cards for the meeting will then be sent to you.
At the conclusion of the meeting, you will have the opportunity to tour the
St. Louis South Assembly Plant where Chrysler, Dodge and Plymouth minivans are
assembled. Transportation to and from the plant will be provided.
I look forward to seeing you at the meeting.
Sincerely yours,
Robert J. Eaton
Chairman
<PAGE> 3
CHRYSLER CORPORATION
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
MAY 18, 1995
The Annual Meeting of Stockholders of Chrysler Corporation ("Chrysler" or
the "Corporation") will take place at the Regal Riverfront Hotel, 200 South 4th
Street, St. Louis, Missouri 63102, on Thursday, May 18, 1995, at 10:00 A.M.,
Central Daylight Saving Time, for the following purposes:
Item No. 1. To elect a board of thirteen directors to serve until the next
Annual Meeting of Stockholders (pages 2-7);
Item No. 2. To appoint independent public accountants to audit the books,
records and accounts of the Corporation for the year 1995 (page
26);
Item Nos. 3-5. To act upon three stockholder proposals, if such proposals are
presented at the meeting (pages 26-30);
and to transact such other business as may properly come before the meeting.
Only holders of record of Chrysler Common Stock at the close of business on
March 20, 1995 will be entitled to vote at the meeting.
BY ORDER OF THE BOARD OF DIRECTORS,
William J. O'Brien
Vice President, General Counsel and Secretary
March 31, 1995
<PAGE> 4
CHRYSLER CORPORATION
12000 CHRYSLER DRIVE, HIGHLAND PARK, MICHIGAN 48288-0001
PROXY STATEMENT
March 31, 1995
The Board of Directors of Chrysler Corporation solicits your proxy in the
form enclosed to use at the Annual Meeting of Stockholders on May 18, 1995. The
Corporation will begin mailing this Proxy Statement and the accompanying form of
proxy on or about March 31, 1995 to stockholders entitled to vote at the
meeting.
The Board urges you to date, sign and mail your proxy promptly, in the form
of the proxy/voting instruction card enclosed with this Proxy Statement, to make
certain that your shares will be voted at the meeting. Proxies in the enclosed
or other acceptable form that are received in time for the meeting will be
voted. However, you may revoke your proxy by a revocation in writing or a later
dated proxy that is received by the Corporation prior to the meeting, or by
voting your shares in person at the meeting.
If your proxy is received in time for the meeting, it will be voted for the
nominees for director whose names appear below under "Election of Directors",
unless the proxy indicates that it is not to be voted for the election of such
nominees or for any specific nominees as directors. Where your proxy specifies
that it is to be voted for or against, or that you abstain from voting on, the
recommended appointment of independent public accountants or any of the other
proposals included in this Proxy Statement, the proxy will be voted as you have
specified. Where you do not specify a choice, the proxy will be voted as
indicated in the form of proxy.
Every stockholder is entitled to one vote for each share of Chrysler common
stock, par value $1.00 per share ("Common Stock"), held. In accordance with the
Corporation's By-Laws, the election of directors and all other matters before
the meeting will be decided by a plurality vote, which means that the election
of any director or the approval of any other matter before the meeting will
require the affirmative vote of a majority of the votes cast with respect to
such election or other matter. Abstentions and broker non-votes are not votes
cast and therefore will not be counted in determining voting results, although
abstentions and broker non-votes will be counted in the determination of a
quorum. Inspectors of election appointed by the Board of Directors will tabulate
the votes cast.
Only holders of record of Common Stock at the close of business on March
20, 1995 will be entitled to vote at the meeting; holders of the Corporation's
Series A Convertible Preferred Stock will not be entitled to vote. On March 20,
1995 there were 364,351,305 shares of Common Stock outstanding. Of these shares,
5,173,748 were held by the trustees under the Chrysler Salaried Employees'
Savings Plan and the Chrysler Canada Savings Plan and 1,801,117 shares were held
by the trustee under the Chrysler Hourly Employees' Deferred Pay Plan. Under the
terms of these Plans, all shares held for participating employees by the
trustees will be voted or not as directed by written instructions from the
participating employees, and shares for which no instructions are received will
be voted in the same proportion as the shares for which instructions are
received, excluding shares the trustees have been instructed not to vote. If you
are a participant in the savings
1
<PAGE> 5
or deferred pay plans, your proxy will serve as voting instructions for the
trustees of those plans for all accounts registered in your name.
On the record date 195,556 shares of Common Stock were held in a trust
under the Chrysler Salaried Employees' Supplemental Savings Plan. Such shares
cannot be voted by participants, but are voted by the trustee in the same
proportion as the shares held under the Chrysler Salaried Employees' Savings
Plan are voted.
If you are a participant in the Chrysler Dividend Reinvestment Plan, the
shares held for your account will be voted in the same manner as your shares
held of record are voted.
The Corporation will bear the expense of soliciting proxies in the
accompanying form. Solicitation will be by mail, and directors, officers and
employees of the Corporation may solicit proxies in person or by telephone,
telegram, telefacsimile or letter. The Corporation also will employ Georgeson &
Company Inc., Wall Street Plaza, New York, New York 10005, to assist in
soliciting proxies for a fee of $15,000, plus out-of-pocket expenses. In
addition, the Corporation will reimburse banks, brokers, and other entities that
hold Common Stock in nominee name for their expenses in forwarding proxy
material to beneficial owners.
ITEM NO. 1
ELECTION OF DIRECTORS
A full board of thirteen directors will be elected at the meeting to serve
for the following year and until their successors are elected and qualified. All
of the nominees are now directors of the Corporation and all were elected by the
stockholders at the last annual meeting.
The biographical information set forth on the following pages with respect
to each nominee's present principal occupation, business and other affiliations,
and beneficial ownership of equity securities of the Corporation has been
furnished by the nominee.
2
<PAGE> 6
NOMINEES FOR DIRECTOR
Former Vice Chairman of the Board, Maxxam Group Inc.
Ms. Affinito served as President and Chief Operations Officer
- ------------- of Maxxam Group Inc. (formerly Simplicity Pattern Co. Inc.)
PHOTO OF from June 1976 to June 1987 and as Vice Chairman of the Board
LILYAN H. from June 1987 until June 1991. Ms. Affinito is a director of
AFFINITO, 63 Caterpillar Inc., Jostens Inc., Lillian Vernon Corporation,
Elected a Tambrands Inc., Kmart Corporation, New York Telephone Company
Director and New England Telephone and Telegraph Company. She is a
June 3, 1982 member of the Board of Trustees of Cornell University Medical
- ------------- College, the Mayo Foundation and a director of the
Metropolitan Transportation Authority.
- ------------- Chairman of the Board and Chief Executive Officer, AT&T
PHOTO OF Robert E. Allen was elected Chairman and Chief Executive
ROBERT E. Officer of AT&T in April 1988. Mr. Allen began his career at
ALLEN, 60 Indiana Bell in 1957. Subsequently, he served in officer posts
Elected a at Indiana Bell, Bell of Pennsylvania, Illinois Bell, the
Director Chesapeake and Potomac Telephone Companies and AT&T. He was
February 3, named President and Chief Operating Officer of AT&T in 1986.
1994 Mr. Allen's board memberships include Bristol-Myers Squibb Co.
- ------------- and Pepsico, Inc.
Former President and Chief Executive Officer, Kmart
Corporation
- ------------- Mr. Antonini began his business career in 1964 when he joined
PHOTO OF the S. S. Kresge Company (now Kmart Corporation), a mass
JOSEPH E. merchandising retailer, as a management trainee. He served in
ANTONINI, 53 a number of sales, retail and management positions with Kmart
Elected a and one of its subsidiaries from 1965 through 1986 when he
Director became President and Chief Operating Officer of Kmart. In 1987
November 30, he was named Chairman of the Board, President and Chief
1989 Executive Officer of Kmart and served in those capacities
- ------------- until 1995. Mr. Antonini is a director of Shell Oil Company
and a director and trustee of a number of charitable, civic
and educational institutions.
3
<PAGE> 7
Chairman and President, Center on Addiction and Substance
Abuse at Columbia University (CASA)
Mr. Califano received a law degree from Harvard Law School in
1955 and after service in the Navy he practiced law in New
York City. From April 1961 to July 1965 he served the
Department of Defense in various capacities and from July 1965
to January 1969 he was Special Assistant for Domestic Affairs
to the President of the United States. Mr. Califano engaged in
the practice of law from June 1971 to January 1977 at which
- ------------- time he was appointed Secretary of Health, Education and
PHOTO OF Welfare and served in that post until August 1979. He
JOSEPH A. practiced law in Washington, D.C. from January 1980 through
CALIFANO, December 1982. From January 1983 until September 1992, he was
JR., 63 a senior partner of the law firm Dewey Ballantine. He is a
Elected a director of Authentic Fitness Corporation, Automatic Data
Director Processing Inc., Kmart Corporation, New York Telephone
June 4, 1981 Company, New England Telephone and Telegraph Company, The
- ------------- Travelers Inc., and Warnaco. He is a trustee of New York
University, The Twentieth Century Fund, The Urban Institute
and The American Ditchley Foundation, a governor of New York
Hospital and Chairman of the Institute for Social
and Economic Policy in the Middle East at Harvard University.
He is the author of nine books and numerous articles.
Vice Chairman of the Board and Chief Administrative Officer
Mr. Denomme joined the Corporation in September 1980 and was
elected Vice President -- Corporate Strategic Planning in
1981, Executive Vice President -- Corporate Staff Group in
- ------------- February 1991, Executive Vice President and Chief
PHOTO OF Administrative Officer in January 1993 and Vice Chairman of
THOMAS G. the Board and Chief Administrative Officer in October 1994. On
DENOMME, 55 February 4, 1993 he was elected a director of Chrysler. He is
Elected a also a member of the Office of the Chairman. Prior to joining
Director Chrysler, Mr. Denomme held a number of positions at Ford
February 4, Motor Company, including Director, Marketing Policy and
1993 Strategy Office and Director, Sales Operations Planning. He
- ------------- is Chairman of the Board of Trustees of the University of
Detroit-Mercy. He is also a director of the Michigan
Thanksgiving Parade Foundation, the American Automobile
Manufacturers Association and the Congressional Economic
Leadership Institute.
Chairman of the Board and Chief Executive Officer
Mr. Eaton was elected Vice Chairman of the Board and Chief
Operating Officer of the Corporation, effective March 16,
1992, and he became Chairman of the Board and Chief Executive
Officer on January 1, 1993. Prior to joining Chrysler, he
served as President of General Motors Europe since June 1988.
He was employed by General Motors Corporation from 1963 to
1992, and served that company in various executive capacities,
- ------------- including Vice President and Group Executive in charge of the
PHOTO OF GM Technical Staffs from May 1986 to June 1988, and Vice
ROBERT J. President in charge of the Advanced Engineering Staff from May
EATON, 55 1982 to May 1986. Mr. Eaton was elected to the National
Elected a Academy of Engineering in 1989 and is a fellow of the Society
Director of Automobile Engineers and the Engineering Society of
March 16, 1992 Detroit. He is a director of the American Automobile
- -------------- Manufacturers Association, International Paper Company,
Detroit Renaissance, United Way of Southeastern Michigan,
Economic Club of Detroit, Detroit Symphony Orchestra and the
Michigan Leaders Health Care Group. He is also a member of
The Business Council, The Business Roundtable, the
U.S./Japan Business Council, and the President's Advisory
Committee on Trade Policy and Negotiations.
4
<PAGE> 8
Chairman and Chief Executive Officer, Earl G. Graves Ltd.
Mr. Graves is Chairman and Chief Executive Officer of Earl G.
Graves Ltd., a multi-faceted communications company, and is
the Publisher of BLACK ENTERPRISE magazine which he founded in
1970. Additionally, since 1990, Mr. Graves has served as
Chairman and Chief Executive Officer of Pepsi-Cola of
- ------------- Washington, D.C., L.P., a Pepsi-Cola bottling franchise. Also,
PHOTO OF Mr. Graves is a general partner of Egoli Partners, L.P., which
EARL G. is a general partner of New Age Beverages, the Pepsi-Cola
GRAVES, 60 franchisee in the Republic of South Africa. Moreover, Mr.
Elected a Graves serves as a director of AMR Corporation, Aetna Life and
Director Casualty Company, Federated Department Stores, Rohm and Haas
March 1, 1990 Corporation, the New York State Urban Development Corporation
- ------------- and New American Schools Development Corporation. Mr. Graves
also is a trustee of Howard University and the American Museum
of Natural History and Planetarium. Mr. Graves is a member of
the Executive Committee of the Council on Competitiveness.
Mr. Graves currently serves as the Vice President of
Relationships/Marketing and is on the Executive Board of the
National Office of the Boy Scouts of America.
Chairman of the Board, President and Chief Executive Officer,
Northrop Grumman Corporation
Mr. Kresa earned three degrees in aeronautics and astronautics
from Massachusetts Institute of Technology and from 1959 to
1968 he was associated with various scientific and defense
oriented research organizations and government agencies. He
joined Northrop Grumman Corporation, a diversified aerospace
manufacturer, in 1975 as a Vice President, and was manager of
that company's Research and Technology Center. After several
positions with increased responsibility in the company, Mr.
- ------------- Kresa was elected President and Chief Operating Officer of
PHOTO OF Northrop on February 17, 1987, President and Chief Executive
KENT KRESA, 57 Officer of that company on January 1, 1990 and Chairman of the
Elected a Board, President and Chief Executive Officer, effective
Director September 19, 1990. Mr. Kresa is a member of the Massachusetts
November 30, Institute of Technology Visiting Committee for the Department
1989 of Aeronautics and Astronautics. He is Vice Chairman of the
- ------------- Board of Governors of the Aerospace Industries Association,
and is a director of the John Tracy Clinic for the hearing
impaired and ARCO (Atlantic Richfield Company). He serves on
the CEO Board of Advisors of the University of Southern
California's School of Business Administration, the Board of
Trustees for the California Institute of Elected a Director
Technology, the Board of Directors of the Los Angeles World
Affairs Council, and the Board of Governors of the Los
Angeles Music Center.
Chairman Emeritus, Owens-Illinois, Inc.
Mr. Lanigan joined Owens-Illinois, Inc., a manufacturer of
packaging materials, in 1950 and has served that company in
various executive capacities and as head of a number of
- ------------- divisions and operations. Mr. Lanigan was elected a Vice
PHOTO OF President of Owens-Illinois in 1968 and a director in 1974,
ROBERT J. and became President and Chief Operating Officer of
LANIGAN, 66 Owens-Illinois in 1982. He served as President and Chief
Elected a Executive Officer from January to April of 1984, as Chairman
Director of the Board and Chief Executive Officer from April 1984
April 5, 1984 through September 1990, as Chairman from October 1, 1990 to
- ------------- October 15, 1991, and was elected Chairman of the Finance
Committee on October 15, 1991. Mr. Lanigan also serves as
Chairman Emeritus of Owens-Illinois. He is a director of
Owens-Illinois, Inc., Barry-Wehmiller Co., The Dun &
Bradstreet Corporation, Sonat Inc., Sonat Offshore Drilling
Inc., and The Coleman Company, Inc.
5
<PAGE> 9
President and Chief Operating Officer
Mr. Lutz joined the Chrysler group on June 3, 1986 when he was
elected an Executive Vice President of Chrysler Motors
Corporation, the then wholly owned automotive manufacturing
and sales subsidiary which was merged into the Corporation on
December 31, 1989. He was elected a director of the
Corporation on June 12, 1986. Mr. Lutz served as President --
Operations of Chrysler Motors from January 1988 to November
1988 and as President -- Chrysler Motors from November 1988 to
- ------------- February 7, 1991 when he was elected President of Chrysler
PHOTO OF Corporation. Since January 1, 1993, Mr. Lutz also has served
ROBERT A. as Chief Operating Officer and a member of the Office of the
LUTZ, 63 Chairman. He was employed by Ford Motor Company and its
Elected a subsidiaries from 1974 to 1986, serving in several top
Director executive positions. He was a member of the Ford Motor Company
June 12, 1986 board of directors from 1982 to 1986. Prior to joining Ford
- ------------- Motor Company, Mr. Lutz was employed by General Motors
Corporation in Europe and by Bayerische Motorenwerke (BMW)
of Germany. He is an executive director of the
National Association of Manufacturers and ASCOM, A.G. He is
also a member of the Highway Users Federation for Safety and
Mobility, the Advisory Board for the University of California,
Berkeley, School of Business Administration and a member of
the National Advisory Council of the Elected a Director
University of Michigan School of Engineering.
Chairman of the Board, Safeway Inc.
Mr. Magowan has been employed by Safeway Inc., a supermarket
chain, since 1968 in various management positions, including
- ------------- Store, District, Retail Division and Regional Manager. He was
PHOTO OF elected a Vice President of the company in 1973. In 1976, he
PETER A. was placed in charge of the company's Canadian and overseas
MAGOWAN, 52 subsidiaries. He was elected a director of Safeway Inc. in
Elected a 1979, and Chairman of the Board on January 1, 1980. He served
Director as Chief Executive Officer from January 1, 1980 until May 1,
May 14, 1986 1993. He is a director of The Vons Companies, Inc. and
- ------------- Caterpillar Inc. He is also the President and Managing General
Partner of the San Francisco Giants.
Vice Chairman (Retired), The Boeing Company
Mr. Stamper graduated from Georgia Institute of Technology and
worked for General Motors Corporation for 14 years before
- ------------- joining The Boeing Company in 1962. In 1966, he was Vice
PHOTO OF President in charge of developing the 747 airplane. Mr.
MALCOLM T. Stamper was elected a director of The Boeing Company in 1972
STAMPER, 69 and served as President from 1972 to 1985 and as Vice Chairman
Elected a from 1985 to 1990. He is Chairman and CEO of Storytellers Ink
Director Publishing Company. He is a director of Esterline Corporation,
March 1, 1984 Nordstrom, Inc., and Whittaker Corporation. He has served as a
- ------------- of the Federal Reserve Bank of San Francisco and on
the National Advisory Board of the Smithsonian Museum, and
Chairman of the Board of The Seattle Art Museum.
6
<PAGE> 10
Chairman, President and Chief Executive Officer, BCE Inc.
Mr. Wilson received a Masters degree from Cornell University
in 1967. He served as Deputy Minister, Ministry of Industry
and Tourism, Government of Ontario, Canada from 1978 to 1981.
He joined Redpath Industries Limited as President and Chief
Executive Officer in 1981 and was elected Chairman of the
Board of Redpath in 1988. Mr. Wilson served as Vice-Chairman
- ------------- of the Bank of Nova Scotia in 1989-90. Mr. Wilson served as a
PHOTO OF director of BCE Inc., a telecommunications company, from May
LYNTON R. 1985 to September 1989 and has served in that capacity
WILSON, 54 continuously since November 1990. He was elected President and
Elected a Chief Operating Officer of BCE Inc. in 1990, President and
Director Chief Executive Officer of that Company in 1992 and Chairman,
March 3, 1994 President and Chief Executive Officer on April 1, 1993. Mr.
- ------------- Wilson is also a director of Chrysler Canada Ltd., Bell Canada
International Inc., BCE Mobile Communications Inc., Bell
Canada, Bell-Northern Research Inc., Northern Telecom
Limited, Stelco Inc., Tate & Lyle PLC, Teleglobe Inc. and the
C.D. Howe Institute. He also serves as a Governor of the
Olympic Trust of Canada, and of McGill University and is a
member of the International Council, J.P. Morgan and the
Trilateral Commission.
COMMITTEES OF THE BOARD
COMMITTEE MEMBERSHIP
Messrs. Graves, Kresa, Magowan and Wilson are members of the Audit
Committee.
Messrs. Eaton, Lanigan, Magowan and Stamper are members of the Executive
Committee.
Ms. Affinito and Messrs. Allen, Antonini, Califano and Kresa are members of
the Finance Committee.
Messrs. Allen, Antonini, Lanigan and Stamper are members of the Incentive
Compensation Committee, Stock Option Committee and Salary Committee.
Messrs. Allen, Lanigan and Stamper are members of the Nominating Committee.
Ms. Affinito and Messrs. Califano, Graves and Wilson are members of the
Public Policy Committee.
AUDIT COMMITTEE
The Audit Committee recommends to the Board of Directors for its nomination
independent public accountants to audit the books, records and accounts of the
Corporation, and reviews and approves the overall scope and adequacy of the
independent and internal audit programs and the proposed form of the
Corporation's consolidated financial statements. The Audit Committee also
reviews the results, findings and recommendations of audits performed by the
independent public accountants and the internal audit department, the system of
internal accounting controls, the significant accounting policies of the
Corporation as they apply to its consolidated financial statements, the audit
fees to be paid to the independent public accountants and the nature of
non-audit services performed by the independent public accountants. The Audit
Committee held nine meetings in 1994.
7
<PAGE> 11
NOMINATING COMMITTEE
The Nominating Committee reviews the qualifications of potential candidates
and recommends to the Board of Directors nominees for positions on the Board.
The Nominating Committee held five meetings in 1994. A stockholder may recommend
a person for nomination by giving notice thereof and providing certain required
information, in writing, to the Secretary of the Corporation, so that it is
received not less than 60 nor more than 90 days before the annual meeting, but
if less than 70 days notice or public disclosure of the date of such meeting is
given or made to stockholders, the notice of nomination must be received not
later than the 10th day following the day such meeting notice was mailed or such
public disclosure was made.
COMPENSATION COMMITTEES
The Incentive Compensation Committee, Stock Option Committee and Salary
Committee (collectively, the "Management Resources and Compensation Committees")
meet jointly to review and approve the compensation of senior management of the
Corporation, including the compensation of officers, and make reports and
recommendations to the Board of Directors concerning compensation plans. In
carrying out such responsibilities the Management Resources and Compensation
Committees, among other things, fix salaries, establish performance goals, award
incentive compensation and grant stock options, all within the authority granted
to them by the respective plans or by resolutions of the Board. The Management
Resources and Compensation Committees held eight meetings in 1994.
DIRECTORS MEETINGS AND COMPENSATION
The Board of Directors held eighteen meetings in 1994. Each director
attended 75% or more of the total of all meetings held by the Board and the
committees on which he or she served.
The fees currently being paid to directors who are not officers of Chrysler
Corporation or its subsidiaries are as follows: annual fee for serving as a
director, $21,000; fee for each Board meeting attended, $500; fee for each other
day of service, $2,000; annual fee for serving on a Board committee (Management
Resources and Compensation Committees considered as one), $4,000; additional
annual fee for serving as chairperson of a committee, $2,000; and fee for
attending one or more committee meetings held on the same day, $500.
Under the Chrysler Corporation 1991 Stock Compensation Plan (the "1991
Plan") approved by the stockholders, nonemployee directors receive options with
related stock appreciation rights ("SARs") for 1,500 shares of Common Stock as
of the date of their election or reelection as a director at any annual or
special meeting of stockholders. The Corporation also provides business travel
accident insurance coverage in the amount of $250,000 to each nonemployee
director. In addition, the Corporation provides an annual retirement benefit
payable for life to nonemployee directors with five or more years of service
equal to one hundred percent of the annual retainer for directors in effect at
the time of the individual's retirement from the Board. A director retiring from
the Board with less than five years service receives an annual retirement
benefit in the same amount, but only for a period equal to the time served as a
director.
8
<PAGE> 12
Under the Chrysler Salaried Employees' Supplemental Savings Plan,
nonemployee directors may elect in advance to defer all or a portion of the
above fees and proceeds in connection with the exercise of options or SARs,
whether payable in the form of cash or Common Stock. Such directors may
self-direct assets in their deferral accounts among a variety of investments.
Directors may elect to receive payment of their deferred compensation in a lump
sum or in annual installments not to exceed ten years.
9
<PAGE> 13
SECURITY OWNERSHIP OF MANAGEMENT
The following table shows the number of shares of Common Stock beneficially
owned, as that term is defined for proxy statement reporting purposes by the
Securities and Exchange Commission (the "SEC"), by the directors and executive
officers of the Corporation as of March 20, 1995 (unless otherwise noted):
<TABLE>
<CAPTION>
AMOUNT AND NATURE NUMBER OF SHARES IN LEFT COLUMN
OF BENEFICIAL WHICH MAY BE ACQUIRED
NAME OF BENEFICIAL OWNER(1) OWNERSHIP(2)(3) WITHIN 60 DAYS(4)
- -------------------------------------------- ----------------- -------------------------------
<S> <C> <C>
Lilyan H. Affinito.......................... 8,566 5,100
Robert E. Allen............................. 1,000 0
Joseph E. Antonini.......................... 6,730 600
Joseph A. Califano, Jr...................... 7,066 3,600
Theodor R. Cunningham....................... 225,726 198,499
Thomas G. Denomme........................... 64,742 41,698
Robert J. Eaton............................. 517,404 403,410
Earl G. Graves.............................. 6,847 4,650
Kent Kresa.................................. 6,830 4,650
Robert J. Lanigan........................... 7,607 1,500
Robert A. Lutz.............................. 501,414 412,034
Peter A. Magowan............................ 16,930 1,500
Malcolm T. Stamper.......................... 6,757 600
Gary C. Valade.............................. 97,771 79,998
Lynton R. Wilson............................ 1,500 0
All Directors and Executive Officers,
including those named above, as a Group... 2,926,670(5)(6) 2,134,599(7)
</TABLE>
- ---------------
(1) No director or executive officer is the beneficial owner of other equity
securities of the Corporation or any of its subsidiaries. No director or
executive officer beneficially owns more than 1.0% of the Common Stock
outstanding.
(2) Unless otherwise indicated, each person included in the group has sole
investment power and sole voting power with respect to the Common Stock
beneficially owned by such person.
(3) Includes shares of Common Stock held as of December 31, 1994 by the dividend
reinvestment plan and the trustees under the Corporation's savings plans.
(4) This column lists the number of shares which the directors and executive
officers have the right to acquire within sixty days after March 20, 1995
through the exercise of stock options. The shares shown in this column are
included in the Amount and Nature of Beneficial Ownership column.
(5) Includes 13,701 shares of Common Stock held by family members of executive
officers, the beneficial ownership of which has been disclaimed by such
officers in reports filed with the SEC. This number also includes 65,880
shares held under the Chrysler Salaried Employees' Supplemental Savings
Plan in a trust in which various executive officers have a beneficial
interest. Those shares are not voted by participants, but are voted by the
trustee as described above on page 2.
(6) The number of shares shown constitutes 0.80% of the Common Stock
outstanding.
(7) The number of shares shown constitutes 0.59% of the Common Stock
outstanding.
10
<PAGE> 14
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The Corporation has been advised that the following persons beneficially
owned more than 5% of the Common Stock outstanding as of December 31, 1994:
<TABLE>
<CAPTION>
NUMBER OF SHARES PERCENT
NAME AND ADDRESS BENEFICIALLY OWNED OF CLASS
- ---------------------------------------------------------- ------------------ --------
<S> <C> <C>
Kirk Kerkorian(1)......................................... 36,000,000 10.14%
Tracinda Corporation
4835 Koval Lane
Las Vegas, Nevada 89109
FMR Corp.(2).............................................. 23,612,943 6.59%
82 Devonshire Street
Boston, Massachusetts 02109
</TABLE>
- ---------------
(1) According to a Schedule 13D filing dated January 3, 1995, Mr. Kerkorian and
Tracinda Corporation, a Nevada corporation wholly-owned by Mr. Kerkorian,
have sole voting and dispositive power over all of the shares.
(2) As of February 28, 1995, FMR Corp., through its subsidiaries Fidelity
Management & Research Company ("Fidelity"), Fidelity Management Trust
Company ("Fidelity Trust"), and Fidelity International Limited ("Fidelity
International"), had sole dispositive power over all of the shares set
forth above opposite its name, shared voting power as to none of such
shares, and sole voting power as to 1,071,153 of such shares. Fidelity is
the beneficial owner of 21,725,741 of the above shares (6.06% of the Common
Stock outstanding), Fidelity Trust is the beneficial owner of 1,750,002 of
such shares (0.49% of the Common Stock outstanding), and Fidelity
International is the beneficial owner of 137,200 of such shares (0.04% of
the Common Stock outstanding). The number of shares beneficially owned by
these companies includes 2,534,925 shares that Fidelity and 479,205 shares
that Fidelity Trust have the right to acquire through the conversion of all
of the Corporation's Series A Convertible Preferred Stock held by them.
OTHER MATTERS
The Corporation, in the ordinary course of business, purchased materials,
supplies and services from numerous suppliers throughout the world in 1994.
Purchases were made from some concerns of which certain nonemployee directors
are directors or officers. The Corporation does not consider the amounts
involved in such transactions material in relation to its business and believes
that such amounts are not material in relation to the businesses of such other
corporations or the interests of the nonemployee directors involved.
------------------
11
<PAGE> 15
Mr. Joseph E. Cappy, a Vice President of the Corporation, is the principal
stockholder of, and made a loan of $1 million in 1994 to, an automobile
dealership which was granted a franchise by the Corporation to sell Chrysler
products. Mr. Cappy has agreed with the Corporation to certain restrictions
which preclude his involvement in the management and operation of the
dealership.
------------------
The Corporation incurred expenses of approximately $689,000 in 1994 for
advertising and related marketing activities with Black Enterprise magazine. Mr.
Graves is the Chairman, Chief Executive Officer and sole stockholder of the
magazine's ultimate parent company.
------------------
A consolidated derivative lawsuit and purported class action is currently
pending against the Corporation and certain of its directors in the Court of
Chancery of the State of Delaware in and for New Castle County, Delaware. The
suit alleges that the directors breached their fiduciary duties to stockholders
by amending, in 1990, Chrysler's Share Purchase Rights Plan in a manner designed
to entrench themselves in office and to impair the right of stockholders to
avail themselves of offers to purchase their shares by an acquiror not favored
by management. The Complaint, as amended, also alleges injury to the Corporation
as a direct result of violations of fiduciary duties by the individual
defendants. The Corporation filed an Answer and Affirmative Defenses and a
Motion to Dismiss the consolidated lawsuit. On July 27, 1992, the Court entered
a memorandum opinion dismissing the Complaint as to all claims for relief other
than rescission of the Rights Plan amendment. The Corporation later filed a
Motion for Reargument which was denied on August 11, 1992. The Corporation and
the named directors are continuing with the defense of this matter.
------------------
Section 16(a) of the Securities Exchange Act of 1934 requires the
Corporation's directors, executive officers, and persons who beneficially own
more than ten percent of a registered class of the Corporation's equity
securities, to file reports of ownership and changes in ownership with the SEC
and the New York Stock Exchange (the "NYSE"). Directors, executive officers, and
greater than ten-percent beneficial owners are required by SEC regulation to
furnish the Corporation with copies of all Section 16(a) forms they file.
Based solely on its review of the copies of such forms received by it, or
written representations from certain reporting persons that no Forms 5 were
required for those persons, the Corporation believes that during 1994 all filing
requirements applicable to its officers, directors, and greater than ten-percent
beneficial owners were complied with except that the Corporation inadvertently
caused Mr. E. T. Pappert, a Vice President of the Corporation, to fail to
disclose on one report that was timely filed the sale of certain shares in
addition to those reported as sold on such report. The report filed was
subsequently amended to reflect the sale of such additional shares.
12
<PAGE> 16
COMPENSATION OF EXECUTIVE OFFICERS
SUMMARY COMPENSATION TABLE
The following table discloses compensation awarded to, earned by, or paid
during the three preceding fiscal years to the Corporation's Chief Executive
Officer and its next four most highly compensated executive officers serving at
the end of 1994 for all services rendered by them to the Corporation and its
subsidiaries in all capacities in which they served.
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
---------------------
AWARDS
ANNUAL COMPENSATION(1) -------- PAYOUTS
------------------------------------------------ SECURITIES ---------
OTHER ANNUAL UNDERLYING LTIP ALL OTHER
SALARY BONUS COMPENSATION OPTIONS/ PAYOUTS COMPENSATION
NAME AND PRINCIPAL POSITION YEAR ($) ($) ($)(2) SARS (#) ($)(3) ($)(4)
- ------------------------------------ ---- --------- --------- --------------- -------- --------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Robert J. Eaton..................... 1994 1,063,750 2,200,000 60,424 214,638 966,641 51,060
Chairman of the Board and 1993 928,750 1,900,000 121,474 202,772 1,809,000 22,290
Chief Executive Officer 1992 597,000 575,000 25,200 550,000 694,328 68,295
Robert A. Lutz...................... 1994 808,750 1,600,000 39,319 90,000 869,465 38,820
President and 1993 747,500 1,500,000 75,923 99,301 1,444,500 17,137
Chief Operating Officer 1992 650,000 450,000 28,470 88,733 711,876 14,550
Thomas G. Denomme................... 1994 496,250 1,000,000 27,942 60,000 470,534 23,820
Vice Chairman and 1993 448,750 900,000 12,240 61,198 756,000 10,770
Chief Administrative Officer 1992 348,333 275,000 14,310 50,452 339,771 8,360
Gary C. Valade...................... 1994 387,500 750,000 23,982 60,000 352,901 18,600
Executive Vice President 1993 325,417 680,000 8,100 56,198 506,250 7,810
and Chief Financial Officer 1992 242,500 190,000 8,280 30,226 202,214 5,820
Theodor R. Cunningham............... 1994 412,500 700,000 24,927 58,470 409,160 19,800
Executive Vice President -- 1993 381,250 650,000 10,680 54,397 661,500 9,150
Sales & Marketing and 1992 325,833 225,000 11,940 48,632 265,952 7,820
General Manager of Minivan
Operations
</TABLE>
- ---------------
(1) Compensation deferred at the election of an executive is included in the
year earned.
(2) The amounts for 1994 are dividend equivalents paid in respect of awards of
shares of Common Stock ("Performance Shares") under the 1991 Plan and tax
payment reimbursements.
(3) LTIP payouts of Performance Shares for 1994 were in respect of the 1992-1994
performance cycle under the 1991 Plan and were based on the Corporation's
performance in relation to improvements in vehicle quality. Amounts are
based on the fair market value of Common Stock on the date of delivery.
(4) The amounts for 1994 are matching contributions by the Corporation under its
employee savings plans.
13
<PAGE> 17
OPTION/SAR GRANTS IN LAST FISCAL YEAR
The following table provides information concerning stock options granted
in 1994 to the named executive officers. No SARs were granted to executive
officers in 1994.
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
----------------------------------------------------------
NUMBER OF
SECURITIES PERCENT OF TOTAL
UNDERLYING OPTIONS/SARS
OPTIONS/SARS GRANTED TO EXERCISE OR GRANT DATE
GRANTED EMPLOYEES IN BASE PRICE EXPIRATION PRESENT VALUE
NAME (#)(1)(2) FISCAL YEAR ($/SH) DATE ($)(3)
- -------------------------------------- ------------ ---------------- ----------- ---------- ----------------
<S> <C> <C> <C> <C> <C>
Robert J. Eaton....................... 185,000 5.65% 47.75 07-06-04 2,408,585
29,638 0.91% 61.38 12-02-02 467,419
Robert A. Lutz........................ 90,000 2.75% 47.75 07-06-04 1,171,744
Thomas G. Denomme..................... 60,000 1.83% 47.75 07-06-04 781,163
Gary C. Valade........................ 60,000 1.83% 47.75 07-06-04 781,163
Theodor R. Cunningham................. 48,000 1.47% 47.75 07-06-04 624,930
1,764 0.05% 59.94 12-04-01 27,089
3,578 0.11% 47.38 06-12-01 46,103
5,128 0.16% 47.38 06-10-02 66,075
</TABLE>
- ---------------
(1) All amounts shown represent the number of shares of Common Stock which may
be acquired upon the exercise of stock options. Options for a total of
3,271,896 shares of Common Stock were granted to directors, officers and
employees in fiscal 1994. Each option was granted at an exercise price of
not less than 100% of fair market value of the Common Stock on the date the
option was granted. An option must be exercised within ten years after the
date of grant (or, if less, within five years after retirement) and is
exercisable on and after the first anniversary of the grant to the extent
of not more than 40% of the number of shares covered by the option, on and
after the second anniversary of the grant to the extent of not more than
70% thereof, and on and after the third anniversary of the grant to the
extent of 100% thereof. The exercise price may be paid in cash or by
delivery of Common Stock. Tax withholding obligations related to exercise
may be paid by a reduction in the number of shares received, subject to
certain conditions. The Stock Option Committee may provide, at the time it
grants an option, that if an optionee, while employed by the Corporation,
surrenders shares of Common Stock owned for a minimum of six months in
payment of the exercise price of that option, then the optionee, subject to
the availability of shares and other restrictions, will be entitled to
receive a new stock option (a "Reload Option") covering a number of shares
of Common Stock equal to the number so surrendered. Under the 1991 Plan as
currently administered, Reload Options may not be granted in connection
with the exercise of a Reload Option. None of the options granted to the
named executive officers in 1994 contain a Reload Option feature. See also
footnote 2 below.
14
<PAGE> 18
In the event of a Change in Control (as defined below), (i) all options and
SARs will become fully exercisable and vested (provided that SARs held by
executive officers and directors must, except in the event of death or
disability, be held for at least six months prior to exercise), (ii)
Limited Stock Appreciation Rights ("LSARs") will be exercisable during the
60-day period following the Change in Control (provided that LSARs held by
executive officers and directors must, except in the event of death or
disability, be held for at least six months prior to a Change in Control),
and (iii) any participant terminated by the Corporation within two years
immediately following a Change in Control will be permitted to exercise any
option, SAR or LSAR for a period of three months after such termination or
until the stated term thereof, whichever is shorter. Upon the exercise of a
LSAR, the holder is entitled to receive an amount equal to (i) the Change
in Control Stock Appreciation (as defined below) times (ii) the number of
shares in respect of which such LSAR shall have been exercised.
A Change in Control is deemed to have occurred if (i) any person becomes
the owner of 20% or more of the combined voting power of the Corporation's
then outstanding securities (unless the 20% threshold is crossed due to an
acquisition of securities directly from the Corporation); (ii) during any
two-year period the majority of the membership of the Board, subject to
certain conditions, ceases for any reason to constitute a majority of the
Board; (iii) the stockholders approve a merger of the Corporation with any
other corporation (other than a merger which would result in the voting
securities of the Corporation continuing to represent, in combination with
voting securities held by any employee benefit plan of the Corporation, at
least 80% of the combined voting power of the Corporation or the surviving
entity outstanding immediately after such merger); or (iv) the stockholders
approve a plan of complete liquidation of the Corporation or an agreement
for the sale of substantially all its assets. The Change in Control Stock
Appreciation to be received in settlement of LSARs with respect to any
share of Common Stock will be an amount equal to the excess, if any, of (i)
the higher of (x) the market value of such share on the date the LSAR is
exercised or (y) the highest price paid, or its equivalent, for shares of
Common Stock in the transaction constituting the Change in Control or, in
the case of a Change in Control resulting from a change in the membership
of the Board, the average of the closing price of the Common Stock for the
30-day period prior to such Board Change in Control, over (ii) the price
specified in the LSAR on the date of grant or, in the case of a LSAR
related to an option, the price specified in the related option.
(2) All but the first grant listed for each named executive officer are grants
of Reload Options resulting from the exercise of an initial option granted
before 1994 containing a Reload Option feature. Each Reload Option was
granted in connection with the exercise of an existing option by surrender
of Common Stock then owned by the executive in payment of the exercise
price of the existing option. Such Reload Option may be exercised (i) for
the number of shares of Common Stock shown, (ii) at the fair market value
of such shares on the date of such surrender, (iii) six months after the
date of grant, and then only for the remaining term of the original option,
and (iv) only while the fair market value of Common Stock is at least 25%
higher than on the date of grant of the Reload Option.
15
<PAGE> 19
(3) These values were determined under the Black-Scholes option pricing model
based on the following assumptions: expected stock price volatility of 26%;
interest rate based on the five year Treasury bond rate; exercise in the
fifth year; and dividends at the rate in effect on the date of grant. No
adjustments were made for nontransferability or risk of forfeiture. The
Corporation's use of this model does not constitute an endorsement or an
acknowledgment that such model can accurately determine the value of
options or SARs. No assurance can be given that the actual value, if any,
realized by an executive upon the exercise of these options will
approximate the estimated values established by the Black-Scholes model.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION/SAR VALUES
The following table provides information concerning stock option exercises
in 1994 by the named executive officers and the value of their unexercised
options at December 31, 1994. No named executive officer exercised SARs in 1994
and no such officer currently holds any SARs.
<TABLE>
<CAPTION>
VALUE OF
NUMBER OF UNEXERCISED
UNEXERCISED IN-THE-MONEY
SHARES OPTIONS/SARS AT OPTIONS/SARS AT
ACQUIRED ON VALUE FISCAL YEAR-END (#) FISCAL YEAR-END($)(1)
EXERCISE REALIZED --------------------------- ---------------------------
NAME (#) ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- -------------------------- ------------ --------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Robert J. Eaton........... 60,000 1,863,600 313,410 434,000 5,208,276 5,267,750
Robert A. Lutz............ 0 0 412,034 157,500 10,365,255 961,875
Thomas G. Denomme......... 38,100 1,439,532 41,698 102,000 522,180 553,500
Gary C. Valade............ 0 0 79,998 95,100 1,804,041 414,075
Theodor R. Cunningham..... 38,100 1,406,232 189,793 92,706 4,495,207 531,456
</TABLE>
- ---------------
(1) The mean of the high and low price of a share of Common Stock on the NYSE
was $49.50 on December 30, 1994.
16
<PAGE> 20
LONG-TERM INCENTIVE PLANS -- AWARDS IN LAST FISCAL YEAR
The following table provides information concerning the number of shares of
Common Stock awarded in 1994 to the named executive officers which they may
receive in the future depending on the extent to which long-term corporate goals
are achieved.
<TABLE>
<CAPTION>
PERFORMANCE ESTIMATED FUTURE PAYOUTS UNDER
OR OTHER NON-STOCK PRICE BASED PLANS
NUMBER OF PERIOD UNTIL ------------------------------
SHARES MATURATION THRESHOLD TARGET MAXIMUM
NAME (#)(1) OR PAYOUT(2) (#) (#) (#)
- ---------------------------------------- --------- ------------ --------- ------ -------
<S> <C> <C> <C> <C> <C>
Robert J. Eaton......................... 11,600 3 yrs 5,800 11,600 14,500
Robert A. Lutz.......................... 7,300 3 yrs 3,650 7,300 9,125
Thomas G. Denomme....................... 4,400 3 yrs 2,200 4,400 5,500
Gary C. Valade.......................... 3,600 3 yrs 1,800 3,600 4,500
Theodor R. Cunningham................... 3,600 3 yrs 1,800 3,600 4,500
</TABLE>
- ---------------
(1) These awards reflect the number of Performance Shares payable to each of the
named executive officers under the 1991 Plan at the end of the 1994-1996
performance cycle upon achievement of the corporate goal established for
that cycle. Under the 1991 Plan, a target award (expressed as a percentage
of salary) is established for each such officer. Each may earn nothing, or a
number of Performance Shares ranging from a set minimum to a maximum of 125%
of the target award, based on the Corporation's performance in relation to
improvements in vehicle quality, the performance goal established for such
cycle. During such cycle, each of the named executive officers is entitled
to receive amounts equal to the cash dividends that would have been paid to
him if one share of Common Stock for every Performance Share awarded to him
had been issued to him at the time of such dividend.
(2) In the event of a Change in Control (as defined above in footnote 1 to the
Option/SAR Grants in Last Fiscal Year table) the performance objectives
applicable to any award of Performance Shares under the 1991 Plan will be
deemed attained, any other restrictions applicable to such shares will be
waived and such shares will be deemed fully vested.
17
<PAGE> 21
PENSION PLAN TABLE
The Corporation's executive officers receive benefits based on years of
service and salary under the tax-qualified Chrysler Salaried Employees'
Retirement Plan (the "Retirement Plan"). Any portion of such benefits not
payable under the Retirement Plan due to limitations imposed by the Internal
Revenue Code of 1986 on tax-qualified plans are payable under the nonqualified
Chrysler Supplemental Executive Retirement Plan (the "Supplemental Plan"). The
following table shows the aggregate annual benefits (including 50% of estimated
primary Social Security benefits), based on years of service and salary, that
would be payable under the Retirement Plan and the Supplemental Plan to
executive officers currently retiring at age 65, assuming they contribute
continuously to the Plans after age 35 when eligible.
<TABLE>
<CAPTION>
ANNUAL BENEFITS FOR YEARS OF SERVICE INDICATED(2)
ASSUMED FINAL AVERAGE --------------------------------------------------------------------
ANNUAL SALARY(1) 10 15 20 25 30 35
- --------------------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
$ 200,000.......................... 45,000 67,500 90,000 110,000 124,000 124,000
400,000......................... 90,000 135,000 180,000 220,000 248,000 248,000
600,000......................... 135,000 202,500 270,000 330,000 372,000 372,000
800,000......................... 180,000 270,000 360,000 440,000 496,000 496,000
1,000,000......................... 225,000 337,500 450,000 550,000 620,000 620,000
1,200,000......................... 270,000 405,000 540,000 660,000 744,000 744,000
1,400,000......................... 315,000 472,500 630,000 770,000 868,000 868,000
1,600,000......................... 360,000 540,000 720,000 880,000 992,000 992,000
</TABLE>
- ---------------
(1) Salary averaged over the consecutive five-year period during which salary
was highest in the 15 years immediately preceding retirement. The salaries
for each of the Corporation's five highest paid executive officers in 1994
are set forth for each of the last three years in the Summary Compensation
Table.
(2) Except for primary Social Security benefits, annual benefits are payable
for the lifetime of the retiree with a guaranteed payment period of 10
years. If expressed as straight life annuity amounts the annual benefits
would be higher in amounts varying from approximately 5% to 8%.
As of February 28, 1995, the executives named in the Summary Compensation
Table have accrued the following years of service under the Retirement Plan and
the Supplemental Plan: Mr. Eaton, 8 years, consisting of 3 years of service
under the Retirement Plan and the remainder as additional years of service under
the Supplemental Plan pursuant to his employment agreement with the Corporation;
Mr. Lutz, 13 9/12 years, consisting of 8 9/12 years of service under the
Retirement Plan and the remainder as additional years of service granted by the
Corporation under the Supplemental Plan; Mr. Denomme, 14 6/12 years of service
under the Retirement Plan; Mr. Cunningham, 13 7/12 years of service under the
Retirement Plan; and Mr. Valade, 17 4/12 years of service under the Retirement
Plan.
In addition to providing a portion of the benefits based on years of
service and salary reflected in the Pension Table, the Supplemental Plan
provides other retirement benefits to an executive based on a percentage of the
incentive compensation awards (annual bonus and Performance Shares) paid to that
18
<PAGE> 22
executive each year. The Management Resources and Compensation Committees may
establish a percentage of those awards ranging from 0 to 6%. If the executive
officers named in the Summary Compensation Table remain with the Corporation
until their retirement at age 65, they could become entitled to receive the
following estimated annual retirement benefits under the Supplemental Plan based
on those awards (the portion accrued to date is shown in parentheses): Mr.
Eaton, $850,400 ($293,142); Mr. Lutz, $369,000 ($299,496); Mr. Denomme, $455,000
($211,549); Mr. Valade, $420,000 ($140,966); and Mr. Cunningham, $586,200
($157,429). These estimates were computed based on the following assumptions for
each executive through age 65: (a) annual base salary increases of 6%, (b)
annual incentive compensation equal to 120% of annual base salary; and (c) a 3%
factor applied to incentive compensation. The nonaccrued amounts in the annual
retirement benefit estimates shown above will change in proportion to percentage
differences between actual award levels through age 65 and the assumed levels
set forth in (b) and (c) above.
------------------
The Report on Executive Compensation and the Performance Graph which follow
shall not be deemed to be incorporated by reference into any filing made by the
Corporation under the Securities Act of 1933 or the Securities Exchange Act of
1934, notwithstanding any general statement contained in any such filing
incorporating this proxy statement by reference, except to the extent the
Corporation incorporates such report and graph by specific reference.
REPORT ON EXECUTIVE COMPENSATION
The Management Resources and Compensation Committees of the Board of
Directors (consisting of the Incentive Compensation Committee, the Stock Option
Committee and the Salary Committee) submit the following report to stockholders
on the compensation policies applicable to the Corporation's executive officers
with respect to compensation reported for the year ended December 31, 1994. The
Management Resources and Compensation Committees consist entirely of nonemployee
directors.
COMPENSATION PHILOSOPHY
The Committees believe that the Corporation's compensation program is a
critical part of the effective management of its key executives. In conjunction
with other sound management practices, Chrysler maintains a compensation program
that rewards senior management behavior which builds the long-term value of the
Corporation. The program is designed to:
- Maintain a strong relationship between performance and rewards;
19
<PAGE> 23
- Establish consistent decision-making processes and rules of conduct;
- Clearly communicate the pay program and its link to performance;
- Actively encourage stock ownership;
- Establish a comparative framework of companies for pay/performance
analysis; and
- Balance all compensation elements to create a total pay program based on
aggressive performance objectives.
The Committees believe that a significant portion of executive compensation
should be linked to the achievement of corporate objectives and increases in
share value in order to closely align the interests of the Corporation's
executive officers with those of its stockholders. In response to the Omnibus
Budget Reconciliation Act of 1993, the Corporation amended its performance-based
compensation plans to be able to qualify compensation paid under those plans for
deductibility under Section 162(m) of the Internal Revenue Code. The Committees
may from time to time, however, authorize the payment of nondeductible
compensation if they determine that such action would be in the best interests
of the Corporation. In 1994, the Committees determined that it was appropriate
to establish a base salary for Mr. Eaton above the limit set by Section 162(m)
and forego the deduction for amounts above the limit in order to achieve the
underlying objectives of the compensation program described in this Report.
Incentive compensation earned by a named executive officer for 1994, which if
paid currently would not be deductible by the Corporation, has been deferred
until retirement.
EXECUTIVE COMPENSATION PROGRAM
In addition to base salary, the Corporation's executive compensation
program in 1994 included incentive compensation in the form of annual bonuses
(short-term incentives), awards of Chrysler Common Stock paid at the end of
three-year performance cycles (medium-term incentives), and grants of stock
options exercisable over ten years (long-term incentives). The total amount of
compensation paid to executives was determined with reference to a peer group of
fifteen Fortune 500 companies which included the Corporation's two principal
domestic competitors. Companies were selected on the basis of, among other
things, their market capitalization, percentage of revenues derived from the
sale of durable goods, use of benchmarking as a management tool, selection by
Fortune magazine as one of its "Most Admired" companies, and selection for
similar comparative purposes by General Motors Corporation or Ford Motor
Company. The Committees believe that the various compensation programs within
the peer group fairly represent the types and levels of compensation the
Corporation must be prepared to provide in order to attract and retain qualified
executives. Although peer group compensation data for 1994 is not yet available,
the Committees expect that on average the base salaries of the Corporation's
executive officers will fall near the 50th percentile of the peer group, while
the total of all incentive compensation is expected to fall near the 90th
percentile of such compensation within the peer group.
20
<PAGE> 24
BASE SALARY
The Committees establish base salaries for executive officers annually in
relation to average base salaries paid within the peer group. In general, base
salaries were set at levels near peer group averages, with performance-based
incentive compensation providing an opportunity for above-market total
compensation. Base salaries for executive officers were adjusted last year to
reflect the increased average salary levels within the peer group and, in
certain instances, the increased responsibilities undertaken by the officer.
Notwithstanding such adjustments, the base salaries established for executive
officers in 1994 in general are expected to be near peer group averages as
determined by an independent consulting firm engaged to assist the Committees.
ANNUAL BONUS
The Corporation paid bonuses to approximately 1,950 executives based on the
level of attainment of corporate performance goals established by the Committees
for 1994 and based on the Committees' assessment of an executive's individual
performance. The Corporation surpassed the thresholds set for each of the
performance goals established for 1994. Bonuses were paid in accordance with the
formula previously approved by the stockholders by resolution (the Stockholders'
Resolution). The formula limits the amount permitted to be set aside for
incentive compensation under the Stockholders' Resolution in any year to 8% of
the amount by which consolidated net earnings exceed $.4444 per share of
Chrysler Common Stock. Approximately 50% of the amount permitted to be set aside
for incentive compensation under the Stockholder's Resolution was paid out in
bonuses in respect of 1994 performance.
The corporate performance goals and their respective weightings were:
pre-tax earnings -- based on audited financial statements (30%); customer
satisfaction -- determined by customer surveys taken 12 months from the date of
vehicle purchase to measure the probability that a customer will purchase
another vehicle (30%); and vehicle quality improvements -- the reduction in
model year repair conditions per 100 retail vehicles sold (C's/100) as
determined by the number of actual warranty repairs made by Chrysler dealers
under the Corporation's 12-month/12,000 mile warranty (40%). Goals were weighted
in relation to their relative impact on the Corporation's current objectives.
Bonuses based on corporate performance were determined by multiplying the
target bonus (a percentage of base salary) established by the Committees for a
given executive by the corporate performance level of 77%, which is the weighted
average of actual performance against all three performance criteria.
Approximately 36% of the bonuses paid to the named executive officers reflect
the Committee's recognition of their individual performances.
PERFORMANCE SHARES
The Committees each year establish a performance cycle of between two and
five years and performance goals for that cycle based on long-term corporate
objectives. At the commencement of a performance cycle,
21
<PAGE> 25
the Committee awards each eligible executive (officers and a limited number of
senior executives) the number of performance stock units in the form of
Performance Shares that would be deliverable to each of them at the end of the
cycle if the performance goals for that cycle are achieved. The number of
Performance Shares awarded at the beginning of a cycle is determined by dividing
an amount (expressed as a percentage -- not in excess of 80% -- of the
executive's base salary, or the average base salary or midpoint of the salary
range of a class of employees, at the time of the award) by the then fair market
value of Chrysler Common Stock, without regard to any dividend equivalents that
may be paid in connection with such Performance Shares during the cycle. At the
end of each cycle, participants may earn nothing, or a number of Performance
Shares ranging from a set minimum to a maximum of 125% of the target award for
that cycle, as determined by the Committee based on the Corporation's
performance in relation to the performance goals. Performance Shares were
awarded under the performance stock unit provisions of the Chrysler Corporation
1991 Stock Compensation Plan (the "1991 Plan") to 96 executives in 1994 for the
1994-1996 performance cycle, and are to be earned out based upon the level of
achievement of vehicle quality improvements, the corporate goal established for
that cycle. Performance Share awards for the 1992-1994 performance cycle were
paid at a corporate performance level of 106% based on improvements in vehicle
quality during the cycle as determined from warranty claims data.
STOCK OPTIONS
The Corporation grants stock options and other stock-related incentives
under the 1991 Plan adopted by the Board of Directors and approved by the
stockholders. The 1991 Plan is intended to provide long-term incentives the
ultimate value of which is determined by increases in the price of Chrysler's
Common Stock.
The 1991 Plan provides for the award of stock options, reload stock
options, stock appreciation rights, limited stock appreciation rights,
restricted stock units and performance stock units. (No restricted stock units
have been awarded under the 1991 Plan and stock appreciation rights previously
granted in tandem with stock options were relinquished in 1992 by employees.)
Under the 1991 Plan no stock option can be granted at an exercise price of less
than 100% of fair market value on the day the option is granted. Each option
must be exercised within ten years after the date of grant, unless earlier
terminated in connection with termination of employment, and is exercisable on
and after the first anniversary of the grant to the extent of not more than 40%
of the number of shares covered by the option, on and after the second
anniversary of the grant to the extent of not more than 70% thereof, and on and
after the third anniversary of the grant to the extent of 100% thereof.
Stock options were granted in 1994 to approximately 1,750 officers and
executives in amounts which were, in the judgment of the Stock Option Committee,
directly related to the level of responsibility of the grantees as compared with
their peer group counterparts. The number of options granted to a named
executive officer was established after determining that the projected value of
such options (as derived from the Black Scholes option pricing model) would rank
near the 90th percentile of the projected value of options granted to his peer
group counterparts.
22
<PAGE> 26
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
The Chrysler Supplemental Executive Retirement Plan provides, among other
things, for annual supplemental retirement benefits to officers and senior
executives equal to a percentage (not to exceed 6%), determined each year by the
Incentive Compensation Committee, of their respective annual bonus and
Performance Share awards. Annual retirement benefits based on awards paid for
the year ended December 31, 1994, will be paid at the rate of 6% of such awards.
CHIEF EXECUTIVE OFFICER COMPENSATION
Under Mr. Eaton's leadership as Chief Executive Officer, the Corporation in
1994 maintained an ambitious product development and facility modernization
program, improved vehicle quality and customer satisfaction, reduced costs and
significantly strengthened its financial position. In calendar year 1994, the
Corporation had its best retail sales year in history, selling 2,451,747
vehicles at retail in the United States and Canada, an 8% increase over 1993.
The Corporation also successfully launched its award-winning Cirrus and Stratus
models, and its Avenger and Sebring models. In addition the Corporation had
record net earnings of $3.7 billion and fully funded its pension plans.
In establishing each of the components of Mr. Eaton's compensation for
1994, the Committees relied on information developed with the assistance of an
independent executive compensation consulting firm. The Committees determined
that equity-based incentive compensation should constitute a significant portion
of Mr. Eaton's total compensation so that the value ultimately realized by Mr.
Eaton would depend directly on the long-term performance of the Corporation and
would be commensurate with the value realized by stockholders.
Mr. Eaton's base salary was increased in 1994 to reflect increased salary
levels among his peer group counterparts. Consistent with the Corporation's
salary policy, following such adjustment Mr. Eaton's base salary was slightly
below the 50th percentile for that group.
Mr. Eaton received an annual bonus based on a corporate performance level
of 77% and a bonus based on individual performance (as described above).
Approximately 39% of Mr. Eaton's bonus reflects the Committee's recognition of
his individual performance. Mr. Eaton also earned 20,034 Performance Shares with
respect to the 1992-1994 performance cycle based on a corporate performance
level of 106%. In addition, Mr. Eaton was awarded 11,600 Performance Shares to
be earned over the 1994-1996 performance cycle. The number of Performance Shares
awarded was determined by dividing an amount equal to a certain percentage
(established by the Committees) of his base salary by the market price of
Chrysler Common Stock. The Committees also granted to Mr. Eaton options to
purchase 185,000 shares of Chrysler Common Stock after determining that the
projected value of such options (as derived from the Black-Scholes option
pricing model) to Mr. Eaton would rank near the 80th percentile of the projected
value of options granted to his peer group counterparts.
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<PAGE> 27
The Corporation reported record pre-tax earnings for 1994 of $5.8 billion
and record total sales and revenues for 1994 of $52.2 billion, and increased the
dividend to stockholders by 167%. The cumulative total shareholder return on
Chrysler Common Stock for the last five years, as shown in the performance graph
accompanying this Report, was 214%.
CONCLUSION
Under the Corporation's executive compensation program, the total
compensation ultimately attainable by executive officers depends to a
significant degree on consistent achievement of corporate objectives established
by the Management Resources and Compensation Committees to enhance stockholder
value. For example, 80% of the total compensation (excluding option grants) paid
in 1994 under this program to the executive officers named in the Summary
Compensation Table is directly related to the achievement of corporate
performance objectives, including profitability. Including option grants valued
under the Black-Scholes option pricing model, in excess of 85% of such
compensation consists of elements the ultimate realizable value of which is
based on achievement of such objectives and increases in share price.
MANAGEMENT RESOURCES AND
COMPENSATION COMMITTEES
Robert J. Lanigan, Chairperson
Robert E. Allen
Joseph E. Antonini
Malcolm T. Stamper
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<PAGE> 28
PERFORMANCE GRAPH
The following graph compares the cumulative total shareholder return on
Chrysler Common Stock over the five preceding fiscal years with the cumulative
total shareholder return on the common stock of each of General Motors
Corporation and Ford Motor Company and the return on the Standard & Poor's 500
Stock Index, assuming an investment of $100 in each of the above at their
closing prices on December 31, 1989 and reinvestment of dividends. The
performance shown in the graph is not necessarily indicative of future
performance.
<TABLE>
<CAPTION>
General Mo-
Measurement Period Chrysler Cor- Ford Motor tors Corpora- S&P 500 In-
(Fiscal Year Covered) poration Company tion dex
<S> <C> <C> <C> <C>
1989 100 100 100 100
1990 72 66 87 97
1991 71 75 77 126
1992 198 118 89 136
1993 333 184 154 149
1994 314 164 120 151
</TABLE>
25
<PAGE> 29
ITEM NO. 2
APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors recommends that the stockholders appoint the firm of
Deloitte & Touche LLP as independent public accountants to audit the books,
records and accounts of the Corporation for the year 1995. The firm has audited
the Corporation's books annually since 1947. It has offices or associates
convenient to most of the Corporation's facilities and the Board of Directors
considers the firm to be well qualified.
Total fees paid by the Corporation and its subsidiaries for professional
services by Deloitte & Touche LLP in 1994 were approximately $10.8 million.
Representatives of Deloitte & Touche LLP expect to attend the meeting, will
be afforded an opportunity to make a statement if they desire to do so, and will
be available to respond to appropriate questions by stockholders.
YOUR DIRECTORS RECOMMEND A VOTE FOR THE APPOINTMENT OF DELOITTE & TOUCHE
LLP AS INDEPENDENT PUBLIC ACCOUNTANTS TO AUDIT THE BOOKS, RECORDS AND ACCOUNTS
OF THE CORPORATION FOR THE YEAR 1995, AND YOUR PROXY WILL BE SO VOTED UNLESS YOU
SPECIFY OTHERWISE.
ITEM NO. 3
STOCKHOLDER PROPOSAL
Evelyn Y. Davis, Watergate Office Building, 2600 Virginia Avenue, N.W.,
Suite 215, Washington, D.C.
20037, who is the owner of 250 shares of Common Stock of the Corporation, has
notified the Corporation that she intends to present at the meeting the
following proposal:
"RESOLVED: That the stockholders of Chrysler, assembled in Annual Meeting
in person and by proxy, hereby request the Board of Directors to take the
necessary steps to provide for cumulative voting in the election of directors,
which means each stockholder shall be entitled to as many votes as shall equal
the number of shares he or she owns multiplied by the number of directors to be
elected, and he or she may cast all of such votes for a single candidate, or any
two or more of them as he or she may see fit."
In support of this proposal, Mrs. Davis has submitted the following
statement:
"REASONS: Many states have mandatory cumulative voting, so do National
Banks. In addition, many corporations have adopted cumulative voting. Last year
the owners of 69,154,697 shares, representing approximately 27% of shares
voting, voted FOR this proposal. If you AGREE, please mark your proxy FOR this
resolution."
YOUR DIRECTORS RECOMMEND A VOTE AGAINST THIS PROPOSAL FOR THE FOLLOWING
REASONS:
Beginning with the 1986 Annual Meeting, this proposal has been rejected
nine consecutive times by the Corporation's stockholders.
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<PAGE> 30
The Corporation's Board of Directors believes that cumulative voting for
directors would not serve any useful purpose and would be contrary to the best
interests of the Corporation and its shareholders.
It is the responsibility of the Board of Directors to direct the business
of the Corporation on behalf of all stockholders. This can best be achieved by
the election of directors who represent the stockholders as a whole, without
favoritism or allegiance to any particular group of stockholders. A provision
for cumulative voting in the election of directors could result in, and indeed
may encourage, the members of special interest groups cumulating their vote to
elect a director or directors. Your Board believes that the representation of
special interest groups would weaken, rather than strengthen, the Board's
ability to represent stockholders as a whole and that the divisiveness and
factionalism such representation might encourage could be detrimental to the
Corporation.
IF THIS PROPOSAL IS PRESENTED AT THE MEETING AND THE CORPORATION RECEIVES
YOUR PROXY IN THE ENCLOSED OR OTHER ACCEPTABLE FORM, IT WILL BE VOTED THEREON AS
YOU SPECIFY, OR IF YOU DO NOT SPECIFY A CHOICE, IT WILL BE VOTED AGAINST THE
PROPOSAL.
ITEM NO. 4
STOCKHOLDER PROPOSAL
The Immaculate Heart Missions, Inc., 4651 North 25th Street, Arlington,
Virginia 22207, owner of 7,500 shares of Common Stock of the Corporation, has
notified the Corporation that it intends to present at the meeting the following
proposal:
"ENVIRONMENTAL, SOCIAL, AND FINANCIAL ACCOUNTABILITY
IN EXECUTIVE COMPENSATION FOR CHRYSLER
WHEREAS:
We believe financial, social and environmental criteria should all be taken
into account in fixing compensation packages for top corporate officers. Public
scrutiny on compensation is reaching a new intensity, concerns expressed include
the following:
- Too often top executives receive considerable increases in
compensation packages, even when corporate financial performance is poor
and stockholders watch dividends slip and stock prices drop.
- Executive compensation, even when it decreases in a bad year, is
usually not proportional to a year's poor returns and the financial burden
borne by stockholders. Professor Graef Crystal, a national authority on
executive compensation, argues that CEOs, get paid "hugely in good years,"
and "if not hugely, then merely wonderfully in bad years."
- The relationship between compensation and the social and
environmental impact of a company's decisions is an important question. For
instance, should top officers' pay for a given year be reduced if the
27
<PAGE> 31
company is found guilty of systematic sexual harassment or race
discrimination or poor environmental performance, especially if it results
in costly fines? Should responsible officers' compensation be on a
business-as-usual scale in a year of a major environmental accident? Should
compensation reflect a company's progress in lowering automobile emissions
or improving automobile fuel efficiency? We believe this is an important
principle for Chrysler's board and management to consider in creating
executive compensation packages.
We believe that these questions deserve the careful scrutiny of our Board
and its Compensation Committee.
RESOLVED: Shareholders request that the Board institute an Executive
Compensation Review, and prepare a report available to shareholders by October
1995 with the results of the review and recommended changes in practice. The
review shall cover pay, benefits, perks, stock options and special arrangements
in the compensation packages for all the Company's top officers.
SUPPORTING STATEMENT
We recommend that the Board study and report on the following in its
review:
1. Ways to link executive compensation more closely to financial
performance with proposed criteria.
2. Ways to link compensation to environmental and social corporate
performance (e.g., are incentives given for meeting or surpassing certain
environmental and social standards?).
3. Ways to link financial viability of the Company to long-term
environmental and social sustainability.
4. A description of social and environmental criteria to take into
account (e.g., environmental law-suits, settlements, penalties, violations,
results of internal or independent environment audits).
5. Comparison of compensation packages for officers and the lowest and
average wages for (a) the Company's U.S. employees, and (b) Company
operations outside the U.S."
We believe this request is a reasonable one. Companies like Procter &
Gamble, Westinghouse and Bristol-Myers Squibb have reported to shareholders on
this issue, for example.
YOUR DIRECTORS RECOMMEND A VOTE AGAINST THIS PROPOSAL FOR THE FOLLOWING
REASONS:
The Corporation's stockholders rejected the identical proposal at the last
two Annual Meetings by more than 92% of the votes cast.
The Corporation believes that adoption of the proposal is unnecessary since
executive compensation information is available to shareholders annually in the
Corporation's proxy statement. In particular, the Board Compensation Committee
Report on Executive Compensation required by SEC rules describes the
28
<PAGE> 32
compensation policies applicable to the Corporation's executive officers and the
performance factor(s) upon which executive compensation is based.
The Management Resources and Compensation Committees, which consist
entirely of nonemployee directors, periodically review the Corporation's
executive compensation program and those of a selected peer group and establish
performance factor(s) which, if achieved, will increase shareholder value. The
Committees are assisted in such reviews from time to time by independent
consulting firms. Any recommendations concerning performance factors (whether
financial, environmental, social, or otherwise) that the Corporation's Board of
Directors may implement as a result of such peer group comparisons will be
described in the Corporation's future proxy statements as part of the Board
Compensation Committee Report.
Accordingly, the Corporation believes that the costs of instituting the
review and preparing the report called for by the proposal would outweigh the
benefit to stockholders of any additional information that may result from such
review. Further, the Corporation believes that the performance factors selected
by the Management Resources and Compensation Committees to date have been
appropriate, and that an additional review is unnecessary.
IF THIS PROPOSAL IS PRESENTED AT THE MEETING AND THE CORPORATION RECEIVES
YOUR PROXY IN THE ENCLOSED OR OTHER ACCEPTABLE FORM, IT WILL BE VOTED THEREON AS
YOU SPECIFY, OR IF YOU DO NOT SPECIFY A CHOICE, IT WILL BE VOTED AGAINST THE
PROPOSAL.
ITEM NO. 5
STOCKHOLDER PROPOSAL
Nick Rossi, P.O. Box 249, Boonville, CA 95415, who is the owner of 1,350
shares of Common Stock, has submitted the following proposal:
"The shareholders of Chrysler Corporation request the Board of Directors
take the necessary steps to amend the company's governing instruments to adopt
the following: Beginning on the 1996 Chrysler Corporation fiscal year all
members of the Board of Director's total compensation will be 1000 shares of
Chrysler Corporation common stock each year. No other compensation of any kind
will be paid."
Mr. Rossi has submitted the following supporting statement:
"For many years the Rossi family have been submitting for shareholder vote,
at this corporation as well as other corporations, proposals aimed at putting
management on the same playing field as the shareholders. This proposal would do
just that.
A few corporations have seen the wisdom in paying directors solely in
stock. Most notably, Scott Paper and Travelers. Ownership in the company is the
American way. We feel that this method of compensation should be welcomed by
anyone who feels they have the ability to direct a major corporation's fortunes.
29
<PAGE> 33
The directors would receive 1000 shares each year. If the corporation does
well, the directors will make more money in the value of the stock they receive
and the dividend that usually rise with more profits. If things go bad, they
will be much more inclined to correct things, because it will be coming directly
out of their pockets. Instead of the way it is done now, where directors receive
the same compensation for good or bad performance."
YOUR DIRECTORS RECOMMEND A VOTE AGAINST THIS PROPOSAL FOR THE FOLLOWING
REASONS:
The Corporation must offer a competitive compensation program to attract
and retain highly qualified people to serve as directors. According to recent
surveys by independent compensation consultants, the majority of U.S. companies
selected by the Corporation for comparison purposes provide a combination of
equity-based and cash compensation to their nonemployee directors.
Consistent with those competitive practices, the Corporation provides both
cash and equity-based compensation in the form of stock options to its
nonemployee directors. By linking compensation to increases in share price,
stock options align directors' interests with those of shareholders.
The Corporation believes that its compensation program for nonemployee
directors is appropriately structured and that implementation of this proposal
could significantly impair its ability to attract and retain qualified
candidates to serve as directors.
IF THIS PROPOSAL IS PRESENTED AT THE MEETING AND THE CORPORATION RECEIVES
YOUR PROXY IN THE ENCLOSED OR OTHER ACCEPTABLE FORM, IT WILL BE VOTED THEREON AS
YOU SPECIFY, OR IF YOU DO NOT SPECIFY A CHOICE, IT WILL BE VOTED AGAINST THE
PROPOSAL.
1996 STOCKHOLDER PROPOSALS
Any stockholder proposal to be considered for inclusion in the proxy
soliciting material for the Annual Meeting of Stockholders in 1996 must be
received by Chrysler Corporation before December 3, 1995 and should be addressed
to:
Mr. William J. O'Brien
Vice President, General Counsel and Secretary
Chrysler Corporation
12000 Chrysler Drive
Highland Park, MI 48288-0001
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<PAGE> 34
GENERAL AND OTHER MATTERS
Neither the Corporation nor the members of its Board of Directors intend to
bring before the meeting any matters other than those referred to in the
accompanying Notice. They are advised that three stockholders intend to bring
before the meeting the proposals referred to in Item Nos. 3 through 5 in the
accompanying Notice. They know of no other matter to be presented at the
meeting.
However, if any other matters properly come before the meeting, the persons
appointed as proxies in the enclosed form of proxy/voting instruction card
intend to vote in accordance with their judgment. If any nominee has become
unavailable at the date of the meeting, which there is no reason to expect, your
proxy, in the enclosed or any other form that so provides, may be voted for a
new nominee of the management, unless the Board reduces the number of directors.
BY ORDER OF THE BOARD OF DIRECTORS,
William J. O'Brien
Vice President, General Counsel and Secretary
March 31, 1995
31
<PAGE> 35
[MAP DESCRIBING LOCATION OF
CHRYSLER CORPORATION 1995 ANNUAL MEETING]
<PAGE> 36
NOTICE
OF ANNUAL
MEETING OF
STOCKHOLDERS
AND PROXY
STATEMENT
(CHRYSLER CORPORATION LOGO)
MAY 18, 1995
ALL STOCKHOLDERS ARE
REQUESTED TO DATE, SIGN AND
RETURN PROMPTLY THE ENCLOSED
(LOGO) PROXY.
recycled paper
<PAGE> 37
[X] Please mark your 0146
votes as in this
example.
This proxy when properly executed will be voted as you specify below. If
you do not specify otherwise, the proxy will be voted FOR election of directors,
FOR Item 2 and AGAINST Items 3 through 5.
<TABLE>
<S> <C>
The Board of Directors recommends a vote FOR Items 1 and 2. The Board of Directors recommends a vote
AGAINST Items 3-5
FOR WITHHELD FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN
1. Election of / / / / 2. Appointment of / / / / / / 3. Prosposal relating / / / / / /
Directors independent public to cumulative voting.
(See Reverse) accountants.
4. Proposal relating to / / / / / /
For, except vote withheld from the following nominee(s): a review of executive
compensation.
5. Propsal relating to / / / / / /
director compensation.
- --------------------------------------------------------
I will / /
attend
Meeting.
</TABLE>
SIGNATURE(S)______________________________________DATE__________________,1995
NOTE: Please sign exactly as name appears hereon. When signing as
executor,administrator, trustee or the like please give full title.
PROXY/VOTING INSTRUCTION CARD
CHRYSLER CORPORATION
THE BOARD OF DIRECTORS SOLICITS THIS PROXY.
The undersigned, whose signature appears on the reverse side, hereby
appoints Robert J. Eaton, Robert A. Lutz, and Thomas G. Denomme, jointly
and severally, proxies with full power of substitution to vote all
shares of Common Stock the undersigned is entitled to vote at the
Annual Meeting of Stockholders of CHRYSLER CORPORATION on May 18, 1995,
or adjournments thereof, on Items 1 through 5 as specified on the
reverse side hereof (with discretionary authority under Item 1 to vote
for a new nominee if any nominee has become unavailable) and on such
other matters as may properly come before the meeting.
Nominees for Director:
Lilyan H. Affinito, Robert E. Allen, Joseph E. Antonini, Joseph A.
Califano, Jr., Thomas G. Denomme, Robert J. Eaton, Earl G. Graves,
Kent Kresa, Robert J. Lanigan, Robert A. Lutz, Peter A. Magowan,
Malcolm T. Stamper and Lynton R. Wilson.
This card constitutes voting instructions for any shares held for the
undersigned in the dividend reinvestment plan and/or in the employee
savings and deferred pay plans.
YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICES BY MARKING THE APPROPRIATE
BOXES,[SEE REVERSE SIDE], BUT YOU NEED NOT MARK ANY BOXES IF YOU WISH
TO VOTE IN ACCORDANCE WITH THE BOARD OF DIRECTORS RECOMMENDATIONS. THE
PERSONS APPOINTED ABOVE AS PROXIES CANNOT VOTE YOUR SHARES OR ANY SHARES
HELD FOR YOU IN THE DIVIDEND REINVESTMENT PLAN UNLESS YOU SIGN AND
RETURN THIS CARD.
[LOGO] SEE REVERSE
Printed on recycled paper SIDE
