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
File by the registrant X
Filed by a party other than the registrant
Check the appropriate box:
Preliminary proxy statement
X Definitive proxy statement
Definitive additional materials
Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
POLAROID CORPORATION
(Name of Registrant as Specified in Its Charter)
RICHARD F. deLIMA
(Name of Person(s) Filing Proxy Statement)
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).
$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 tranactions applies:
___________________________________________________________________________
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
___________________________________________________________________________
<PAGE>
(4) Proposed maximum aggregate value of transaction:
____________________________________________________________________________
Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing by
registration statement number, or the form or schedule and the date of
its filing.
(1) Amount previously paid:
_____________________________________________________________________________
(2) Form, schedule or registration statement no.:
_____________________________________________________________________________
(3) Filing party:
_____________________________________________________________________________
(4) Date Filed:
_____________________________________________________________________________
<PAGE>
Polaroid
Corporation
Notice to
Polaroid Stock
Equity Plan
(ESOP) and
Polaroid Profit
Sharing Retirement
Plan Participants
and 1995 Proxy
Statement
<PAGE>
Polaroid
Corporation
Notice of
1995 Annual
Meeting of
Stockholders
and Proxy
Statement
<PAGE>
NOTICE OF ANNUAL MEETING
To the Stockholders:
The Annual Meeting of Stockholders of Polaroid Corporation will be held at
Alumnae Hall, Wellesley College, Wellesley, Massachusetts, on Tuesday, May 16,
1995, at 2:00 P.M. for the following purposes:
1. To elect fourteen directors to serve until the next Annual Meeting of
Stockholders.
2. To ratify the appointment of KPMG Peat Marwick LLP as independent
auditors of the Company for 1995 -- recommended by the Board of
Directors.
3. To consider and act upon a stockholder proposal -- opposed by the Board
of Directors.
4. To conduct such other business as may properly come before the meeting.
Stockholders of record at the close of business on March 17, 1995 are
entitled to vote at the meeting.
By order of the Board of Directors.
/s/ Richard F. deLima
Richard F. deLima
Vice President, Secretary and General Counsel
March 21, 1995
YOUR VOTE IS IMPORTANT
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE MARK, SIGN AND DATE THE
ENCLOSED PROXY AND RETURN IT PROMPTLY IN THE ENVELOPE PROVIDED, WHICH REQUIRES
NO POSTAGE IF MAILED IN THE UNITED STATES.
<PAGE>
Polaroid Corporation
549 Technology Square
Cambridge, Massachusetts 02139
March 21, 1995
To Our Stockholders:
You are cordially invited to attend the Company's 1995 Annual Meeting on
Tuesday, May 16, 1995, in Wellesley, Massachusetts.
The meeting will begin at 2:00 P.M. at Alumnae Hall, Wellesley College.
The principal items of business will be the election of directors,
ratification of the appointment of independent auditors and the consideration of
a stockholder proposal. I will also report on the progress of the Company during
the past year and answer stockholder questions.
The vote of every stockholder is important. Please note that returning your
completed proxy will not prevent you from voting in person at the meeting if you
wish to do so. Your cooperation in signing, dating and returning your proxy
promptly will be greatly appreciated.
Sincerely yours,
/s/ I. MacAllister Booth
I. MacAllister Booth
Chairman, President and
Chief Executive Officer
<PAGE>
Polaroid Corporation
549 Technology Square
Cambridge, Massachusetts 02139
March 21, 1995
To Polaroid Employee Benefit Plan Participants:
This booklet contains important information to assist you in voting as a
participant in one or both of the Polaroid benefit plans under which shares of
Polaroid stock are held in trust: the Polaroid Stock Equity Plan (the "ESOP")
and the Polaroid Profit Sharing Retirement Plan. You should refer also to the
Company's Annual Report for 1994 and the Voting Instructions card enclosed with
this booklet.
The Company's Annual Meeting will be held on Tuesday, May 16, 1995, for the
following purposes:
1. To elect fourteen directors to serve until the next Annual Meeting of
Stockholders.
2. To ratify the appointment of KPMG Peat Marwick LLP as independent
auditors of the Company for 1995 -- recommended by the Board of
Directors.
3. To consider and act upon a stockholder proposal -- opposed by the Board
of Directors.
4. To conduct such other business as may properly come before the meeting.
You have a right to instruct the Plan Trustee to vote your stock. These
instructions are confidential, no one from Polaroid will know your decision.
Subject to the Plan Trustee's responsibilities under the plans, your shares and
fractions of shares will be voted in accordance with your instructions on the
enclosed Voting Instructions card. If you do not send in your instructions, your
shares will be voted in the same proportion as the shares of other participants
from whom instructions are received. Unallocated ESOP shares will be voted in
the same proportion as the voting of shares allocated to ESOP participants'
accounts.
Sincerely yours,
/s/ Richard F. deLima
Richard F. deLima
Vice President, Secretary and General Counsel
SO THAT YOUR STOCK MAY BE VOTED, PLEASE MARK, SIGN AND DATE THE ENCLOSED VOTING
INSTRUCTIONS CARD AND RETURN IT IN THE ENVELOPE PROVIDED NOT LATER THAN MAY 9,
1995.
<PAGE>
POLAROID CORPORATION
PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation of proxies
by the Board of Directors of Polaroid Corporation (the "Company") to be voted at
the Annual Meeting of Stockholders of the Company on Tuesday, May 16, 1995, and
any adjournment.
All holders of record of common stock of the Company as of the close of business
on March 17, 1995, the record date, are entitled to vote at the meeting. As of
that date, 45,408,352 shares of common stock of the Company were outstanding.
Each share is entitled to one vote. A favorable vote of a majority of the shares
of common stock represented in person or by proxy at the meeting and entitled to
vote is required for the approval of each of the proposals described in this
Proxy Statement.
If a proxy is signed and not revoked, the shares it represents will be voted in
accordance with the instructions of the stockholder. Directors will be elected
by a plurality of the votes cast for or against. In accordance with Delaware
law, shares represented by a proxy marked for abstention on a proposal will be
counted as represented at the meeting with respect to such proposal, but will
not be voted for or against the proposal. (The effect of marking a proxy for
abstention, however, is the same as marking it against the proposal.) Shares
registered in the name of a broker will be counted as represented at the meeting
only for the proposals as to which the broker's proxy gives voting directions.
At any time before a proxy is voted it may be revoked by the stockholder who
submitted it. If a proxy is signed and returned without instructions as to one
or more proposals, and the shares it represents are not registered in the name
of a broker, the shares will be voted on those proposals in accordance with the
recommendations of the Board of Directors.
For participants in the Company's Automatic Dividend Reinvestment Plan, proxies
representing shares of common stock held of record will also represent shares
held under that plan.
The approximate date on which this Proxy Statement and proxy are first being
sent to stockholders is March 24, 1995.
ELECTION OF DIRECTORS
At the Annual Meeting, fourteen directors will be elected to hold office until
the next Annual Meeting and until their respective successors are elected and
qualify. All nominees have consented to be named in this Proxy Statement and to
serve if elected.
All nominees except John W. Loose and Albin F. Moschner were elected directors
at the last Annual Meeting.
The Company has agreed to use its best efforts to secure the election to the
Board of Directors by the Company's stockholders of a nominee designated by
Corporate Advisors, L.P. and satisfactory to the Board. The agreement terminates
when specified affiliates beneficially own less than 1,500,000 shares of common
stock and their voting power is less than 3% of the Company's then outstanding
voting power. The agreement will terminate, in any event, on January 30, 1999.
Mr. Pollack is the designated nominee.
<PAGE>
The following information is submitted respecting the nominees for election:
-----------------
I. MacAllister Booth, 63, has been a director since
1983. He is Chairman, President and Chief Executive
Officer of the Company. He is also a director of
Western Digital Corporation, John Hancock Mutual Life
Insurance Company, State Street Bank and State Street
----------------- Holding Company.
-----------------
Yen-Tsai Feng, 72, has been a director since 1981. She
has been retired since July, 1990, prior to which she
----------------- was the Roy E. Larsen Librarian of Harvard College.
-----------------
Ralph E. Gomory, 65, has been a director since 1993.
He is President of the Alfred P. Sloan Foundation. He
is also a director of Ashland Oil, Inc., Bank of New
York, Lexmark International, Inc., and Washington Post
----------------- Company.
-----------------
Frank S. Jones, 66, has been a director since 1973.
Since February 1992, he has been Professor Emeritus,
and, prior to that time, was Ford Professor of Urban
Affairs of Massachusetts Institute of Technology. He
is also a director of CIGNA Corporation, Capital
Cities/ABC, Inc., and Scientific Games Holdings
----------------- Corporation.
-----------------
John W. Loose, 53, has been a director since October,
1994. He is the Executive Vice President of Corning,
Incorporated, and President and Chief Executive
Officer of Corning Consumer Products Company (a
----------------- manufacturer of consumer products).
<PAGE>
-----------------
James D. Mahoney, 60, has been a director since 1993.
----------------- He is a Plant Engineering Manager of the Company.
-----------------
Albin F. Moschner, 42, has been a director since
October, 1994. He is the President, Chief Operating
Officer and a director of Zenith Electronics
Corporation (an electronics manufacturer). He is also
----------------- a director of Pella Corporation.
-----------------
Henry Necarsulmer, 81, has been a director since 1967.
Since January 1990, he has been a consultant to Lehman
Brothers Inc. (an investment banking firm) and from
January 1988 to January 1990 was an Advisory Director
----------------- of that firm.
-----------------
Kenneth H. Olsen, 69, has been a director since 1975.
He has been retired since October 1992. Prior to that
time, he was the President, Chief Executive Officer
and a director of Digital Equipment Corporation (a
manufacturer of computer and peripheral equipment). He
----------------- is also a director of Ford Motor Company.
----------------- Lester Pollack, 61, has been a director since 1989.
Since June 1988, he has been the Senior Managing
Director of Corporate Advisors, L.P. (investment
partnership). Since June 1986, he has been a general
partner at Lazard Freres & Co. (investment banking
firm) and the Chief Executive Officer of Centre
Partners, L.P. (investment partnership). He is also a
director of Continental Cablevision, Inc., Kaufman &
Broad Home Corporation, Loews Corporation, Parlex
Corporation, Sphere Drake Holdings Limited, SunAmerica
----------------- Inc. (formerly Broad Inc.), and Tidewater Inc.
<PAGE>
-----------------
Charles P. Slichter, 71, has been a director since
1975. He is Center for Advanced Study Professor of
Physics and Chemistry, Loomis Laboratory of Physics,
----------------- University of Illinois.
----------------- Ralph Z. Sorenson, 61, has been a director since 1984.
Since July 1993, he has been a Professor at University
of Colorado. From July 1992 to July 1993 he was Dean
of the College of Business at the University of
Colorado, and from September 1989 until July 1992, he
was an Adjunct Professor at Harvard Business School.
Prior to that time, he was the Chairman of the Board,
President and Chief Executive Officer of Barry Wright
Corporation. He is also a director of Eaton Vance
Corporation, Exabyte Corporation, Houghton Mifflin
Company, Sweetwater, Inc., and Whole Foods Market,
----------------- Inc.
----------------- Delbert C. Staley, 70, has been a director since 1989.
He has been retired since October 1991. From October
1989 until October 1991, he was the Chairman and a
director of NYNEX International Management Committee.
He was Chairman, Chief Executive Officer and a
director of NYNEX Corporation from 1983 until his
retirement in September 1989. He is also a director of
Allied-Signal, Inc., Ball Corporation, The Bank of New
York Company, Inc., The Bank of New York, John Hancock
Mutual Life Insurance Company, and Digital Equipment
----------------- Corporation.
----------------- Alfred M. Zeien, 65, has been a director since 1985.
Since February 1991, he has been Chairman of the Board
and Chief Executive Officer of The Gillette Company (a
manufacturer of consumer products). From January 1,
1991 to February 1991, he was President and a
director, and prior to that time, Vice Chairman of the
Board of The Gillette Company. He is also a director
of Repligen Corporation, Massachusetts Mutual Life
Insurance Company, Bank of Boston Corporation, and
----------------- Raytheon Company.
BENEFICIAL OWNERSHIP OF SHARES
The following table sets forth certain information with respect to shares of
common stock owned by beneficial owners of more than 5% of the outstanding
common stock as of December 31, 1994 and, (i) the Chief Executive Officer and
the four other most highly compensated executive officers of the Company; (ii)
each director of the Company; and (iii) all directors and executive officers as
a group as of January 23, 1995. Individuals have sole voting and investment
power over the stock unless otherwise indicated in the footnotes.
<PAGE>
Common Stock
Beneficially Percent of
Name Owned(1)(2) Class
------------------------------------------------------------------------------
EXECUTIVE OFFICERS AND DIRECTORS
--------------------------------
I. MacAllister Booth 86,327 *
Enrico I. Ancona 0 *
Bruce B. Henry 29,401 *
Joseph R. Oldfield 30,282 *
William J. O'Neill, Jr. 31,787 *
Yen-Tsai Feng 3,620 *
Ralph E. Gomory 1,750 *
Frank S. Jones 3,100 *
John W. Loose 0 *
James D. Mahoney 1,643 *
Albin F. Moschner 0 *
Henry Necarsulmer 7,000 *
Kenneth H. Olsen 5,000(3) *
Lester Pollack 3,000(4) *
Charles P. Slichter 3,200(5) *
Ralph Z. Sorenson 3,200 *
Delbert C. Staley 3,200 *
Alfred M. Zeien 3,400 *
All directors and executive officers 272,155 *
as a group (24 persons)
FIVE PERCENT OWNERS
-------------------
NationsBank of Georgia, N.A. 9,567,820(6) 20.8%
600 Peachtree Street, NE
7th Floor Plaza
Atlanta, Georgia 30308
FMR Corp. 5,138,043(7) 11.2%
82 Devonshire Street
Boston, Massachusetts 02109
LFCP Corp. and Corporate Advisors, L.P. 4,307,687(8) 8.6%
One Rockefeller Plaza
New York, New York 10020
Waddell & Reed Investment Management Company 2,408,550(9) 5.2%
Waddell & Reed Asset Management Company
6300 Lamar Avenue
Shawnee Mission, Kansas 66202-4200
------------------------------------------------------------------------------
*Less than 1%
(1) The number of shares set forth opposite the name of each nominee or
executive officer includes shares obtainable upon the exercise of stock
options under the Polaroid Stock Incentive Plans or the Board of Directors
Option Plan within 60 days of January 23, 1995 (the "Option Shares"): 74,605
for Mr. Booth, 25,140 for Mr. Henry, 0 for Mr. Mahoney, 25,715 for Mr.
Oldfield, 27,025 for Mr. O'Neill, 3,000 for each of the other nominees (with
the exception of Mr. Gomory who holds 750 options which are exercisable and
Mr. Loose and Mr. Moschner whose options are not exercisable), and 232,214
for all directors and executive officers as a group.
(2) Includes allocated shares under the Polaroid Stock Equity Plan (the "ESOP")
and shares under the Polaroid Profit Sharing Retirement Plan: 5,372 for Mr.
Booth, 4,011 for Mr. Henry, 1,643 for Mr. Mahoney, 4,161 for Mr. Oldfield,
4,762 for Mr. O'Neill, and 32,935 for all directors and executive officers
as a group.
<PAGE>
(3) Includes 2,000 shares held in a revocable trust created by Mr. Olsen. Mr.
Olsen does not have investment powers with respect to such shares.
(4) Does not include an aggregate of 4,307,687 shares of common stock (8.6%)
(described in Note 8) as to which Mr. Pollack disclaims beneficial
ownership.
(5) Includes 200 shares over which Dr. Slichter has shared investment powers.
(6) Includes 9,567,820 shares (20.8%) held by NationsBank of Georgia, N.A.
("NB-Georgia"), as Trustee for the ESOP, of which 6,573,608 shares have been
allocated to the accounts of the ESOP participants and 2,994,212 shares are
unallocated. NationsBank Corporation ("NationsBank"), the parent holding
company of NB-Georgia, beneficially owns (directly and through subsidiaries)
9,607,687 shares (20.9%), which includes 9,567,820 ESOP shares. Of the
39,867 additional shares, NationsBank has sole voting power over 19,146
shares, shared voting power over 7,521 shares, sole dispositive power over
20,586 shares and shared dispositive power over 1,100 shares.
(7) FMR Corp. has sole voting power over 17,104 shares, shared voting power over
2,500 shares, sole dispositive power over 5,138,043 shares and shared
dispositive power over 2,500 shares.
(8) The Company has received the following information: LFCP Corp. ("LFCP"), a
subsidiary of Lazard Freres & Co. ("Lazard Freres"), is the general partner
of Corporate Advisors, L.P. LFCP and Corporate Advisors, L.P. are referred
to collectively as "Corporate Partners". Corporate Advisors, L.P. is the
general partner of two limited partnerships, Corporate Partners, L/P.
("CP") and Corporate Offshore Partners, L.P. ("Offshore"). CP and Offshore
are referred to collectively as the "Partnerships". Corporate Advisors also
serves as investment manager over assets held in a certain custody account
for the State Board of Administration of Florida (the "SBA"). The
Partnerships and the SBA are referred to collectively as "Corporate Partners
Affiliates". Giving effect to the conversion of all the Convertible
Subordinated Debentures due 2001 (the "Subordinated Debentures") over which
CP holds conversion rights, CP beneficially owns 3,635,350 shares of common
stock (7.3%.) Through their control of Corporate Partners Affiliates, each
of LFCP and Corporate Advisors may be deemed to own beneficially, 4,307,687
shares of common stock (8.6%) issuable upon exercise of rights to convert
the Subordinated Debentures. Lester Pollack, a director of the Company, is
Chairman, Treasurer and a director of LFCP, Senior Managing Director of CP
and a general partner of Lazard Freres. Through those positions, Mr. Pollack
may be deemed to control Corporate Partners and to be able to direct the
voting and investment of common stock beneficially owned by Corporate
Partners. Mr. Pollack disclaims beneficial ownership of such 4,307,687
shares of common stock.
(9) Waddell & Reed Investment Management Company has sole voting power over
1,539,500 shares and sole dispositive power over 1,539,500 shares. Waddell &
Reed Asset Management Company has shared voting power over 869,050 shares
and shared dispositive power over 869,050 shares.
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
The Executive Committee is composed of I. MacAllister Booth (Chairman), Ralph
Gomory, Henry Necarsulmer, Kenneth H. Olsen and Charles P. Slichter. The
Executive Committee may, between meetings of the Board of Directors, exercise
all the powers of the Board except as to matters for which Board action is
specifically required by law.
The Audit Committee is composed of Henry Necarsulmer (Chairman), Yen-Tsai Feng,
Ralph E. Gomory, Frank S. Jones, Albin F. Moschner, Ralph Z. Sorenson and
Delbert C. Staley. The Audit Committee monitors, on behalf of the Board of
Directors, the adequacy and effectiveness of the internal and external audit
functions, the system of internal accounting controls, financial accounting and
reporting, and the adequacy and effectiveness of systems for ensuring compliance
with federal, state and local laws and regulations.
The Human Resources Committee is composed of Delbert C. Staley (Chairman), Frank
S. Jones, John W. Loose, Lester Pollack, Ralph Z. Sorenson and Alfred M. Zeien.
The functions of the Committee include recommending to the Board of Directors
the remuneration of the Company's officers and other senior personnel and
proposals to adopt various employee benefit plans in which directors, officers
and senior personnel are eligible to participate.
<PAGE>
The Committee on Directors is composed of Alfred M. Zeien (Chairman), Kenneth H.
Olsen, Lester Pollack, and Charles P. Slichter. The Committee recommends
nominees to the Board of Directors.
The Committee of Outside Directors is composed solely of non-employee directors,
Yen-Tsai Feng, Ralph E. Gomory, Frank S. Jones, John W. Loose, Albin F.
Moschner, Henry Necarsulmer, Kenneth H. Olsen, Lester Pollack, Charles P.
Slichter, Ralph Z. Sorenson, Delbert C. Staley and Alfred M. Zeien. The
Committee meets regularly to consider matters of corporate governance, including
such matters suggested by any of its own members.
The recently formed Search Committee is composed of Delbert C. Staley
(Chairman), I. MacAllister Booth, Frank S. Jones, Lester Pollack and Alfred M.
Zeien. The Committee is responsible for finding and reviewing candidates for the
position of Chief Executive Officer of the Company and making recommendations to
the Board in those regards.
During 1994, the numbers of meetings of the Board of Directors and of the
Executive Committee, Audit Committee, Human Resources Committee, Committee on
Directors and Committee of Outside Directors were, respectively, 10, 1, 3, 5, 1
and 1. The average attendance of directors at meetings of the Board of Directors
was 87%. All current directors attended 75% or more of the aggregate of the
meetings of the Board and meetings of Committees of the Board on which they
served, except Messrs. Pollack and Zeien, whose attendance was, respectively,
41% and 71%. Messrs. Loose and Moschner became members of the Board in October
of 1994.
FURTHER INFORMATION CONCERNING THE BOARD OF DIRECTORS
Directors' fees are paid only to directors who are not employees. Each such
director is paid a retainer of $18,000 per year and $1,250 for each Board or
Committee meeting attended. Committee chairmen receive an additional $2,000 per
year.
Pursuant to the terms of the Polaroid Board of Directors Stock Option Plan, a
one-time grant of an option for 3,000 shares of common stock is made to each
non-employee director on the later of the date the Plan was approved or the date
the director joins the board. Options are valued at the fair market value on the
date of grant.
The Polaroid Board of Directors Retirement Plan provides that each non-employee
director who has served on the Board for at least five years receives,
commencing in the year following the year in which his or her service as a
director ends, an annual payment equal to the then annual retainer. Payments
continue for a number of years equal to the number of years in which he or she
served as a non-employee director prior to attaining age 73. The age limitation
does not apply to any director who attained age 73 prior to January 1, 1990. No
participant may receive annual payments under the Plan for more than 25 years.
BOARD PROPOSAL -- TO RATIFY THE APPOINTMENT OF INDEPENDENT AUDITORS
Subject to stockholder ratification, the Board of Directors has appointed KPMG
Peat Marwick LLP as the independent auditors of the financial statements of the
Company for 1995.
KPMG Peat Marwick LLP has performed audit and non-audit services for the Company
for many years. Representatives of KPMG Peat Marwick LLP will be present at the
Annual Meeting, will have an opportunity to make a statement if they so desire,
and will be available to respond to questions.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THIS BOARD PROPOSAL.
STOCKHOLDER PROPOSAL TO AMEND PROCEDURES FOR TABULATING VOTES ON PROPOSALS
SUBMITTED AT STOCKHOLDERS' MEETINGS
The Company has been informed that Ms. Charla Scivally, 12 Arnold Circle (No.
4A), Cambridge, MA 02139-2212, the holder of 361 shares of common stock, intends
to submit the resolution set forth below for adoption at the annual meeting.
"RESOLVED: THE STOCKHOLDERS EMPHATICALLY URGE THE BOARD OF DIRECTORS TO
AMEND THE BYLAWS BY ADDING VERBATIM THE FOLLOWING SECTION TO ARTICLE-II
("STOCKHOLDERS' MEETINGS"):"
<PAGE>
Section-10
"Notwithstanding any other provision(s) of these bylaws to the contrary,
this Section governs the effect of balloting with respect to ANY lawful
proposal submitted in accordance with this Article for stock vote at any
properly constituted annual stockholders" meeting, except when state or
federal law or the articles of incorporation specially requires otherwise.
Subject to the presence of a quorum, such a proposal shall be enacted if and
only if the number of votes cast for the proposal exceeds the number of
votes cast against it. Votes cast to abstain and broker non-votes shall not
be tabulated either for or against the proposal."
The stockholder has submitted the following supporting statement:
"(Note: The views expressed hereinafter represent my pondered personal
opinion based upon thorough investigation extending over several years.)
The Company implements the highly questionable (but unfortunately lawful)
practice of counting stockholder votes to ABSTAIN as though they were votes
AGAINST. Thus, when you check "ABSTAIN" on your proxy card you are really
voting "AGAINST." (Company Management always mentions this confusing,
counter-intuitive and inherently misleading practice within the proxy
statement but has never disclosed it on the proxy card itself.)
The practice systematically skews stockholder balloting against stockholder
proposals and, thereby, tends to insulate Management from accountability to
the stockholders. It has contributed to reducing stockholder voting at our
annual meetings to a virtually meaningless ritualistic rubberstamp of
Management's often self-serving agenda.
This proposal mandates that abstaining votes shall have no effect and
implements straight-forward majority rule in stockholders" votes at annual
meetings.
The Company's present practice decisively affected balloting on stockholder
proposal "Item-3" at the 1992 annual stockholders' meeting. Item-3 proposed
repeal of Management's beloved "poison pill" provisions. The stockholders
cast the following votes: 20,601,946 votes FOR Item-3; 15,055,379 votes
AGAINST; and 7,889,576 votes to ABSTAIN.
At the 1992 meeting, Company secretary Richard deLima announced only that
Item-3 had been defeated by 52.7% to 47.3% but declined to disclose the
actual number of votes cast. Days later Management revealed that it had
tabulated 7,889,576 votes to ABSTAIN as votes AGAINST Item-3 and had added
those ABSTAIN votes to the 15,055,379 votes actually cast AGAINST to produce
a computed total of 22,944,955 votes AGAINST versus only 20,601,946 votes
FOR. Therefore, Management jubilantly proclaimed, Item-3 had been defeated.
If the rule which I now propose had been effective, Item-3 would have been
approved by 20,601,946 votes FOR versus 15,055,379 votes AGAINST and the
7,889,576 votes to ABSTAIN would have had no effect.
Approval of this straight-forward proposal will without the slightest cost
significantly increase Management's accountability to us and will
additionally afford us a right heretofore denied us -- the right to adopt a
neutral position with respect to any particular issue on the proxy card.
Reinforce and enhance our rights as stockholders by voting FOR this
proposal."
THE BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST THIS RESOLUTION FOR THE
FOLLOWING REASONS:
The present method of counting votes utilized by the Company is in
accordance with the laws of the State of Delaware, is set forth clearly in
the Proxy Statement and is applicable to both Management proposals and
stockholder proposals and, therefore, is impartial.
Delaware law provides that, in all matters other than the election of
directors, approval by stockholders requires "the affirmative vote of the
majority of shares present in person or represented by proxy at the meeting
and entitled to vote on the subject matter" unless otherwise provided in the
certificate of incorporation or by-laws. The effect of that provision is
that a proxy marked "abstain" on any proposal is deemed to be present for
purposes of a quorum on the proposal and is counted the same as a "no" vote
since a majority of those present is required in order to approve the
proposal. That method of counting votes applies to all proposals submitted
to a stockholder vote, whether the proposal is made by a stockholder or by
Management. Since the present method of counting votes is described in the
Proxy Statement and is in accordance with Delaware law, it is clearly not
"misleading" -- as asserted by Ms. Scivally.
<PAGE>
The Board does not believe there is any valid reason for adoption of Ms.
Scivally's proposal. Her proposal, if approved by stockholders and adopted
by the Board of Directors, would not give stockholders any rights or powers
that they do not already have. Ms. Scivally's supporting statement is
misleading in labeling the existing normal and legal method of counting
votes as "confusing, counter-intuitive and inherently misleading". It is not
true, as Ms. Scivally asserts, that this method of voting "skews stockholder
balloting against stockholder proposals" -- the same method is utilized
regardless of whether Management or the stockholder makes the proposal.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST THE RESOLUTION.
EXECUTIVE COMPENSATION
HUMAN RESOURCES COMMITTEE REPORT ON EXECUTIVE COMPENSATION
COMMITTEE PROCEDURES
The Human Resources Committee (the "Committee") of the Board of Directors acts
as the compensation committee of the Company. The Committee makes
recommendations to the Board of Directors on the Company's executive
compensation policies, as well as the compensation to be paid to the Chief
Executive Officer and the other executive officers of the Company. Based on the
Committee's recommendations, the Board of Directors makes the final decisions on
executive compensation. None of the members of the Committee is or has been an
officer or employee of the Company or receives remuneration from the Company in
any capacity other than as a director.
COMPENSATION PHILOSOPHY
The Company's executive compensation program is designed to enhance stockholder
value, to support the implementation of the Company's business strategy and to
improve both corporate and personal performance. The Committee strives to
provide fair and competitive total compensation opportunities. The three key
components of the Company's executive compensation program are (i) base
salaries, (ii) annual bonuses, and (iii) long-term incentives, currently in the
form of options to purchase common stock, which are designed to align the
interest of management with those of the stockholders. The executive
compensation program is structured to increase the proportion of risk-related
incentives and long-term incentives at progressively higher management levels.
In examining its executive compensation program, the Company considers the
compensation practices of a group of ten comparison companies in determining
levels of base salary, and annual and long-term incentive compensation
opportunities. This comparison group used by the Committee is engaged in diverse
photographic, technological and consumer goods businesses. Half of these
companies are included in the industry index used by the Company in the
Performance Graph below. To provide a better basis for comparison, the Committee
uses an average of the comparison group's compensation information. This average
is calculated after having an independent consultant adjust the compensation
information of each company in the group to reflect differences in sales volume.
COMPONENTS OF COMPENSATION
Base Salary. In establishing base salary ranges for executive officers other
than the Chief Executive Officer, the Committee considers each executive
officer's position relative to the Chief Executive Officer; the level of
responsibility of the executive officer; the base salaries of similar executives
in the Company's comparison group; and, the Company's assessment of the
importance of the position to its overall objectives. Within a range, each
salary is adjusted based on the individual's performance. The named executive
officers salaries remain modestly below the average base salaries of executive
officers in similar positions of the Company's comparison group.
The primary factor in determining the base salary range for the Chief Executive
Officer is the salary range of the chief executive officers of the Company's
comparison group. This was the primary reason the Committee recommended Mr.
Booth's base salary be increased by approximately 10% from 1993 to 1994. Even
with this increase Mr. Booth's base salary is somewhat below the base salary
average for chief executive officers of the Company's comparison group.
<PAGE>
Annual Bonus Awards. The Company's officers and key employees are eligible for
annual cash bonuses pursuant to the Polaroid Executive Incentive Compensation
Plan. The Board of Directors, upon recommendation of the Committee, establishes
an internal operating profit target which is used to determine the Company's
contribution under the plan, and a threshold profit target below which there is
no general contribution, but rather only special distributions for significant
individual achievement. If the internal operating profit target is reached, the
bonuses to the Chief Executive Officer and the named executive officers would be
comparable to the average annual bonuses paid by the Company's comparison group
to officers in similar positions. If a contribution is made to this plan, the
Chief Executive Officer's award is based exclusively on the plan formula. For
the other executive officers and participants the actual award depends upon the
participant's responsibilities in the Company, and personal performance during
the year. In 1994, there were no awards to the executives named in the summary
chart below, because the threshold profit target was not met.
Long-Term Incentives. Pursuant to the 1993 Polaroid Stock Incentive Plan,
officers and key employees may receive incentive awards as determined by the
Committee. In 1994, executive officers have received non-qualified stock options
at the fair market price at the date of grant with related dividend equivalents
pursuant to the Plan. Stock option awards provide incentives for executives to
practice long-term strategic management, and rewards for improvement in
stockholder value. The primary factors the Committee takes into account in
making awards to the Chief Executive Officer and the other executive officers
under the Stock Incentive Plan are (i) the officer's level of responsibility in
the Company, (ii) the practices of the Company's comparison group, (iii) the
likely value of the officer's contributions to the long-term growth of the
Company, and (iv) restrictions on the number of shares to limit dilution. The
Committee typically does not consider options already outstanding or previously
awarded in making such decisions. The 1994 grants for Mr. Booth and the other
named executive officers under this plan are set forth below in the table
captioned "Option Grants in 1994". Upon exercise of these options, Mr. Booth and
each plan participant will realize a gain if the market price of the common
stock exceeds the exercise price of the options. This appreciation in the common
stock would also benefit all of the Company's stockholders.
A second type of long-term incentive is provided through participation in the
Company's Officers' Compensation Exchange Plan ("OCEP"). The Plan provides for
two types of awards. Under the first type, officers receive a biannual
allocation of units tied in value to the market price of the common stock in
exchange for a mandatory 5% reduction in their base compensation. Each
participant's allocation equals 50% of the stock which would have been allocated
to the participant under the ESOP without regard to limitations imposed by the
Internal Revenue Code of 1986 as amended from time to time ("Code"). The date of
distribution is generally the date of retirement, termination of employment or
August 31, 1998, whichever is earlier, unless the participant defers payment
until retirement, but in any event not earlier than six months from the date of
award. Under the second type, officers and key employees participate without
consideration of reduction in base compensation for the exclusive purpose of
receiving an allocation equal to the amount of stock that they would have been
allocated under the ESOP if the Code imposed no limits on allocations. The
distribution date for this type of award is the participant's termination date.
All units are paid in cash based upon the fair market value of the common stock
on the distribution date.
For the Chief Executive Officer, the value of the options granted, including the
value of the accompanying dividend equivalents, and the OCEP units allocated are
considerably below the value of the average long-term incentives awarded by the
Company's comparison group. For the other named executive officers, the value of
the Company's long-term incentive plans are somewhat below the value of the
average long-term incentives awarded by the Company's comparison group to
executives in similar positions.
The Committee has considered the impact of Section 162(m) of the Code, which
provides a limit on the deductibility of compensation for certain executive
officers in excess of $1,000,000 per year. Future options granted under the
Stock Incentive Plan have been structured to be exempt from the deduction limit.
The remaining current compensation structure is not likely to create
compensation in excess of $1,000,000 for any of the specified officers.
Submitted by the Human Resources Committee:
Delbert C. Staley, Chairman
Frank S. Jones
John W. Loose
Lester Pollack
Ralph Z. Sorenson
Alfred M. Zeien
<PAGE>
SUMMARY COMPENSATION TABLE
The following table sets forth all compensation earned in 1994, 1993 and 1992 by
the Chief Executive Officer of the Company and the four other most highly
compensated executive officers. The Company paid no compensation which would be
reportable as "Long-Term Incentive Plan Payouts" and therefore no such column is
shown in the table.
<TABLE>
<CAPTION>
Annual Compensation Long-Term
-------------------------------------------- ----------------
Other All
Annual Stock Other
Name and Salary Bonus Compensation Options Compensation
Position Year ($) ($)<F1> ($)<F2> (#) ($)<F3>
-------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
I.M. Booth 1994 577,506 0 99,225 40,000 73,939
Chairman,
President and 1993 525,507 0 72,828 40,000 69,526
Chief Executive
Officer 1992 500,004 207,233 49,497 35,540 61,202
-------------------------------------------------------------------------------------------------------------
E.I. Ancona 1994 157,293 0 86,250 25,000 0
Executive Vice
President,
Electronic Imaging
-------------------------------------------------------------------------------------------------------------
B.B. Henry 1994 275,004 0 34,520 15,000 34,613
Executive Vice
President, 1993 257,640 0 24,978 15,000 34,046
High Resolution
Imaging 1992 233,427 73,038 16,404 12,160 27,983
-------------------------------------------------------------------------------------------------------------
J.R. Oldfield 1994 296,250 0 35,570 16,000 37,343
Executive Vice
President, 1993 268,935 0 25,542 15,000 35,611
Photographic
Imaging 1992 241,419 75,589 16,890 12,680 29,037
-------------------------------------------------------------------------------------------------------------
W. J. O'Neill, Jr. 1994 275,004 0 36,136 15,000 40,032
Executive Vice
President, 1993 261,558 0 26,430 15,000 34,720
Chief Financial
Officer 1992 244,527 71,084 17,778 12,680 29,463
-------------------------------------------------------------------------------------------------------------
<FN>
-----------
<F1> For 1994 and 1993, there was no annual bonus paid under the Executive
Incentive Compensation Plan. The amounts shown for 1992 aggregate the
amounts earned under that Plan and the final distribution under the 1991
Special Incentive Plan. The Special Incentive Plan provided employees
incentive payments attributable to the amount received in 1991 in
settlement of the patent infringement litigation between the Company and
Eastman Kodak Company.
<F2> For 1994, the amount shown in this column include dividend equivalents paid
under the OCEP and the Polaroid Stock Incentive Plans to each named
executive, except Mr. Ancona. For Mr. Ancona, who was hired in May, 1994,
this amount represents the amount that was paid as dividend equivalents for
units granted under the 1993 Polaroid Stock Incentive Plan and a hiring
bonus of $75,000. For 1993 and 1992, the amount shown includes dividend
equivalents paid under the Polaroid Stock Incentive Plans.
<F3> The amounts shown in this column include the value of shares of common
stock allocated in the ESOP and the Profit Sharing Retirement Plan ("PSRP")
and the value of units allocated to participants under the OCEP in the
years shown. The value of the shares or units was calculated by using a
year-end closing price of $32.50 per share of common stock for 1994, $33.50
for 1993 and $31.125 for 1992. For 1994, the amounts represent: $59,768
OCEP, $228 PSRP and $13,943 ESOP for Mr. Booth; $21,905 OCEP, $163 PSRP and
$12,545 ESOP for Mr. Henry; $24,570 OCEP, $228 PSRP and $12,545 ESOP for
Mr. Oldfield; and $21,905 OCEP, $293 PSRP and $12,545 ESOP for Mr. O'Neill.
In 1994, this amount includes a seniority award of $5,289 for Mr. O'Neill,
Jr. In 1993, for Mr. Booth this amount also includes a seniority award of
$9,615. A seniority award is made to every employee on the tenth
anniversary of employment and on each fifth anniversary thereafter.
</TABLE>
<PAGE>
OPTION GRANTS IN 1994
The following table sets forth information concerning stock options granted in
1994 under the 1993 Polaroid Stock Incentive Plan to the Chief Executive Officer
and the four other most highly compensated executive officers.
<TABLE>
<CAPTION>
Individual Grants
-------------------------------------------------------------------------------------------------------------------
Percent of
Total Options
Options Granted to Exercise or Market Price Grant Date
Granted Employees in Base Price on Grant Date Expiration Present
Name (#) Fiscal Year ($/Sh) ($/Sh) Date Value $
-------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
I.M. Booth 40,000 5.12 31.25 31.25 04-25-04 728,800
-------------------------------------------------------------------------------------------------------------------
E.I. Ancona 25,000 3.20 31.125 31.125 05-26-04 453,750
-------------------------------------------------------------------------------------------------------------------
B.B. Henry 15,000 1.92 31.25 31.25 04-25-04 273,300
-------------------------------------------------------------------------------------------------------------------
J.R. Oldfield 16,000 2.05 31.25 31.25 04-25-04 291,520
-------------------------------------------------------------------------------------------------------------------
W.J. O'Neill, Jr. 15,000 1.92 31.25 31.25 04-25-04 273,300
-------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) All grants (i) were made at the fair market value of the stock on the date
of the grant; (ii) vest 25% per year beginning one year following the grant
date; (iii) will terminate ten years from the grant date, or earlier if
there is a separation of service (including termination, retirement, death);
(iv) cease vesting when an officer's employment terminates; and (v)
accelerate to full vesting upon a change in control or retirement after
specified years of service. Dividend equivalents identical in both timing
and value to the dividends paid to stockholders on common stock are paid on
outstanding options under the Plan. Common stock dividends have been $0.15
per quarter since 1987.
(2) The Options are valued using the Black-Scholes option pricing model. The
estimated values under the Black-Scholes model are based on various
assumptions regarding variables such as stock price volatility, future
dividend yield and interest rates. In calculating the grant date present
values set forth in the table above (i) a factor of 25.65% has been assigned
to the volatility of the common stock, based on daily stock market
quotations for the 12 months preceding the date of grant; (ii) the yield on
the common stock has been set at 1.92% based upon its annual dividend rate
of $0.60 per share at date of grant; (iii) the dividend equivalent feature
has been valued by taking the present value of the dividends which would be
paid over time assuming a constant dividend yield; (iv) the risk-free rate
of return has been fixed at 6.97%, the rate for a ten-year U.S. Treasury
Note with a maturity date corresponding to that of the option term; and (v)
the actual option term to the expiration date has been used. The actual
value that an executive may realize, if any, will depend on the amount by
which the stock price at the time of exercise exceeds the exercise price.
There is no assurance that the value realized by an executive will equal or
approximate the value estimated by the Black-Scholes model.
AGGREGATED OPTION EXERCISES IN 1994 AND 1994 YEAR-END OPTION VALUES
The following chart shows the number of shares obtained by stock option exercise
in 1994 and the number of shares covered by both "exercisable" (vested) and
"unexercisable" (unvested) stock options as of December 31, 1994. Also reported
are the values for "in-the-money" options which represent the positive spread
between the exercise price of any such stock options and the year-end price of
the common stock of $32.50.
<TABLE>
<CAPTION>
Shares Number of Value of Unexercised
Acquired Unexercised Options In-the-money Options
on Value at 12/31/94(#) at 12/31/94 ($)<F1>
Exercise Realized ---------------------------------- --------------------------------
Name (#) ($) Exercisable Unexercisable Exercisable Unexercisable
------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
I.M. Booth 0 0 74,605 96,775 350,830 259,499
------------------------------------------------------------------------------------------------------------------
E.I. Ancona 0 0 0 25,000 0 34,375
------------------------------------------------------------------------------------------------------------------
B.B. Henry 0 0 25,140 35,240 115,949 89,287
------------------------------------------------------------------------------------------------------------------
J.R. Oldfield 0 0 25,715 36,605 120,394 93,275
------------------------------------------------------------------------------------------------------------------
W.J. O'Neill, Jr. 0 0 27,025 35,775 124,537 93,406
------------------------------------------------------------------------------------------------------------------
<FN>
---------
<F1> Aggregate fair market value underlying unexercised options at year end,
less the exercise price.
</TABLE>
<PAGE>
PENSION PLAN TABLE
The Polaroid Pension Plan is a defined benefit plan qualified under the rules of
the Code which provides a pension benefit to all eligible employees, including
officers. To the extent that any participant's benefit exceeds limitations
imposed by the Code, the excess benefits are paid out of unfunded supplementary
plans. The following Table provides the aggregate annual pension benefit that
would be payable under all these plans to a participant at age 65 in the form of
a straight life annuity based on the Final Average Compensation and benefit
accrual as of December 31, 1994, before the deduction for Social Security. Final
Average Compensation is a participant's average annual compensation for the five
consecutive highest compensation years in the participant's last 10 years of
employment. For this purpose, 1994 Compensation for the named executive officers
includes the salary amount which is shown in the "Salary" column of the Summary
Compensation Table uplifted by 1.12674.
Final Years of Service
Average --------------------------------------------------------------
Pay($) 15 20 25 30 35
------------------------------------------------------------------------------
150,000 40,725 54,300 67,875 81,450 81,450
------------------------------------------------------------------------------
175,000 47,513 63,350 79,188 95,025 95,025
------------------------------------------------------------------------------
200,000 54,300 72,400 90,500 108,600 108,600
------------------------------------------------------------------------------
225,000 61,088 81,450 101,813 122,175 122,175
------------------------------------------------------------------------------
250,000 67,875 90,500 113,125 135,750 135,750
------------------------------------------------------------------------------
300,000 81,450 108,600 135,750 162,900 162,900
------------------------------------------------------------------------------
350,000 95,025 126,700 158,375 190,050 190,050
------------------------------------------------------------------------------
400,000 108,600 144,800 181,000 217,200 217,200
------------------------------------------------------------------------------
450,000 122,175 162,900 203,625 244,350 244,350
------------------------------------------------------------------------------
500,000 135,750 181,000 226,250 271,500 271,500
------------------------------------------------------------------------------
550,000 149,325 199,100 248,875 298,650 298,650
------------------------------------------------------------------------------
600,000 162,900 217,200 271,500 325,800 325,800
------------------------------------------------------------------------------
650,000 176,475 235,300 294,125 352,950 352,950
------------------------------------------------------------------------------
The following table sets forth the current compensation as defined in the
Pension Plan and credited years of service of the Chief Executive Officer and
the other named executive officers.
Name Pension Plan Compensation($) Credited Years of Service
------------------------------------------------------------------------------
I.M. Booth 570,401 23.0
------------------------------------------------------------------------------
E.I. Ancona(1) 213,619 15.6
------------------------------------------------------------------------------
B.B. Henry 265,245 23.0
------------------------------------------------------------------------------
J.R. Oldfield 276,134 23.0
------------------------------------------------------------------------------
W.J. O'Neill, Jr. 281,399 23.0
------------------------------------------------------------------------------
(1) Mr. Ancona has received a supplemental executive retirement plan which
grants him the full pension benefits as if he were vested in the Polaroid
Pension Plan for fifteen years, offset by the pension benefits he will
receive from another employer. For 1994, this results in a straight life
annuity benefit at age 65 of approximately $9,000.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934 -- FORM 4
REPORTING OBLIGATION
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors, executive officers and persons who beneficially own more than ten
percent (10%) of any class of the Company's equity securities ("Reporting
Persons") to file certain reports concerning their beneficial ownership of the
Company's equity securities. The Company believes that during 1994 all Reporting
Persons complied with their Section 16(a) filing obligations except James A.
Ionson, Vice President and Director of Research at the Company, who failed to
file one Form 4 which would have disclosed that on August 8, 1994, he exercised
two option grants and simultaneously sold the 5,215 shares which he acquired
from the exercise.
<PAGE>
THE POLAROID EXTENDED SEVERANCE PLAN
The Extended Severance Plan is established for all employees of the Company who
may be adversely affected following a change in control of the Company. The
Extended Severance Plan becomes operative when there is a change in control of
the Company or after the acquisition by a person or a group of 30% or more of
the Company's stock. The Extended Severance Plan also becomes operative upon the
occurrence of certain events after the acquisition by a person or a group of 20%
or more of the Company's stock.
A participant in the Extended Severance Plan is entitled to receive a severance
payment under the Extended Severance Plan. This payment will be made in lieu of
a normal severance payment, if, within two years of the Extended Severance Plan
becoming operative, his or her employment is terminated for any reason by the
Company, except for serious or willful misconduct, or if he or she voluntarily
leaves the Company after the occurrence of certain defined events which
adversely affect the participant. This severance payment will be the greater of
(i) twice the highest amount provided under any Company lay off or severance
plan; (ii) one-twelfth of one month's Compensation for each month of service; or
(iii) six months' Compensation. However, this severance payment may not exceed
thirty months of Compensation. For purposes of the Extended Severance Plan,
Compensation includes base pay, shift and overtime premiums and cash bonuses
(except for payments under long-term incentive plans). A participant who
receives a severance payment under the Extended Severance Plan has the right to
continue to receive certain Company welfare benefits, such as medical, dental
and life insurance coverage.
EMPLOYMENT AGREEMENT WITH MR. ANCONA
In May, 1994, the Company entered into an employment agreement with Mr. Ancona.
Under this agreement Mr. Ancona will receive a lump sum hiring bonus; a pension
supplement described above; and, a severance agreement which provides 24 months
pay during the initial 60 months of employment, and 12 months pay thereafter, if
he is terminated for reasons other than deliberate or gross misconduct or
resigns due to a significant reduction in responsibilities or a reduction in
benefits, plus, the benefits he would be entitled to receive under the Polaroid
Extended Severance Plan.
RETIREMENT AND SEVERANCE AGREEMENT WITH MR. HENRY
Mr. Henry intends to retire during the 1995 Company-wide severance and early
retirement programs. Under these programs, Mr. Henry will receive: (i) a
severance payment of $310,752; (ii) an annual bonus, if awarded, with respect to
1995, prorated based on the time worked in 1995; (iii) full vesting of all
options granted prior to retirement; (iv) an unreduced pension.
<PAGE>
PERFORMANCE GRAPH
The following graph compares the Company's cumulative total shareholder return
(including dividends) over the last five fiscal years with the S&P 500 Index and
a peer group index comprised of the Fortune 500 Scientific, Photographic, and
Control Equipment Index (for 1994: 3M, Ametek, Bausch & Lomb, Baxter
International, Beckman Instruments, Becton Dickinson, C. R. Bard, Eastman Kodak,
EG&G, Honeywell, Johnson Controls, Kendall International (return calculated
through September, 1994), Medtronic, Pall, Perkin-Elmer, Tektronix, Thermo
Electron, United States Surgical, Varian Associates and Xerox.
COMPARISON OF FIVE-YEAR
CUMULATIVE TOTAL SHAREHOLDER RETURN (1)
--------------------------------------------------------------------------------
Dec-89 Dec-90 Dec-91 Dec-92 Dec-93 Dec-94
--------------------------------------------------------------------------------
Polaroid $100 $ 52 $ 61 $ 72 $ 79 $ 78
S&P 500(R) $100 $ 97 $126 $136 $150 $152
Fortune 500 $100 $107 $152 $151 $161 $174
--------------------------------------------------------------------------------
(1) Assumes that the value of the investment in the Company's common stock and
in each index was $100 on December 31, 1989 and that all dividends were
reinvested.
<PAGE>
OTHER MATTERS
The cost of this solicitation of proxies will be borne by the Company. In
addition to solicitation by mail, some officers and regular employees of the
Company may solicit proxies personally or by telephone or by telegraph. The
Company has engaged Georgeson & Co. Inc. to assist in proxy solicitation at a
cost of $15,000 plus out-of-pocket expenses. The Company will reimburse banks,
brokerage firms and other custodians, nominees and fiduciaries for reasonable
expenses incurred by them in sending proxy material to beneficial owners of the
Company's stock.
Nominations to the Board of Directors by Stockholders must be made in accordance
with the information and timely notice requirements of the Company's By-Laws, a
copy of which may be obtained from the Secretary of the Company. Such
nominations must be in writing. For consideration at an annual meeting, such
nominations must be received by the Secretary of the Company not later than 90
days in advance of such meeting.
Stockholder proposals intended for presentation at the 1996 Annual Meeting of
Stockholders must be received by the Company for inclusion in its proxy
statement and form of proxy not later than December 1, 1995.
By order of the Board of Directors.
Richard F. deLima
Vice President, Secretary and General Counsel
March 21, 1995
<PAGE>
ANNUAL MEETING OF STOCKHOLDERS OF POLAROID CORPORATION
ALUMNAE HALL, WELLESLEY COLLEGE, WELLESLEY, MASSACHUSETTS
[MAP SHOWING WAY TO ALUMNAE HALL, WELLESLEY COLLEGE, WELLESLEY, MASSACHUSETTS]
PRINTED ON PAPER MADE OF 50% RECYCLED FIBERS, OF WHICH 10% IS POST-CONSUMER
WASTE.
