<PAGE>
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
[x] Definitive Proxy Statement RULE 14a-6(e)(2))
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
Harman International Industries, Incorporated
------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
Harman International Industries, Incorporated
------------------------------------------------------------------------
(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 Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
[_] $500 per each party to the controversy pursuant to Exchange Act Rule 14a-
6(i)(3).
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
Notes:
<PAGE>
HARMAN INTERNATIONAL
[LOGO OF HARMAN INTERNATIONAL APPEARS HERE] INDUSTRIES, INCORPORATED
1101 Pennsylvania Avenue, N.W.,
Suite 1010
Washington, D.C. 20004
September 16, 1996
Dear Harman International Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders to be
held on Wednesday, November 13, 1996 at 11:00 a.m. at the Chase Manhattan
Bank, 270 Park Avenue, New York, New York. Information about the meeting, the
nominees for Director and the proposals to be considered is presented in the
Notice of Annual Meeting of Stockholders and the Proxy Statement on the
following pages.
In addition to the formal items of business to be presented at the meeting,
I will report on our Company's operations during fiscal 1996. This will be
followed by a question and answer period.
It is important that your shares be represented at the meeting regardless of
the number of shares that you hold. To ensure your representation, please
sign, date and return the enclosed proxy card promptly.
We look forward to seeing you on November 13th.
Sincerely,
/s/ Sidney Harman
Sidney Harman
Chairman and Chief Executive Officer
<PAGE>
[LOGO OF HARMAN INTERNATIONAL APPEARS HERE]
HARMAN INTERNATIONAL INDUSTRIES, INCORPORATED
----------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
NOVEMBER 13, 1996
----------------
The 1996 Annual Meeting of Stockholders of Harman International Industries,
Incorporated (the "Company") will be held at Chase Manhattan Bank, 270 Park
Avenue, New York, New York on November 13, 1996 at 11:00 a.m. for the
following purposes:
(1) To elect two directors to serve for a three-year term expiring at the
1999 Annual Meeting of Stockholders;
(2) To consider and take action upon a proposal to amend and restate the
Company's 1992 Incentive Plan;
and to transact such other business as properly may come before the meeting on
November 13 or on any date to which the meeting may be adjourned.
Stockholders of record as of the close of business on September 16, 1996 are
entitled to notice of, and to vote at, the meeting.
If you plan to attend the meeting and will need special assistance or
accommodation due to a disability, please include such information on the
enclosed proxy card.
By Order of the Board of Directors
/S/ B. Girod
Bernard A. Girod
Secretary
Washington, D.C.
September 16, 1996
- --------------------------------------------------------------------------------
IMPORTANT
WHETHER OR NOT YOU PLAN TO ATTEND IN PERSON, PLEASE VOTE BY MEANS OF THE
ENCLOSED PROXY WHICH YOU ARE REQUESTED TO SIGN, DATE AND RETURN AS SOON
AS POSSIBLE IN THE ENCLOSED POSTAGE PREPAID ENVELOPE.
- --------------------------------------------------------------------------------
<PAGE>
HARMAN INTERNATIONAL INDUSTRIES, INCORPORATED
1101 PENNSYLVANIA AVENUE, N.W.
SUITE 1010
WASHINGTON, D.C. 20004
----------------
PROXY STATEMENT
----------------
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Harman International Industries,
Incorporated (the "Company") for use at the 1996 Annual Meeting of
Stockholders (the "Meeting") and for the purpose of considering and acting
upon the matters specified in the accompanying Notice of Annual Meeting. This
Proxy Statement and the enclosed proxy card were first sent or given to
stockholders on or about September 16, 1996.
Holders of record of the Company's common stock (the "Common Stock"), par
value $0.01 per share, as of the close of business on September 16, 1996, will
be entitled to vote at the Meeting or at any adjournment thereof, and each
stockholder of record on such date will be entitled to one vote for each share
of Common Stock held. On September 16, 1996, there were 18,638,663 shares of
Common Stock outstanding.
Shares of Common Stock cannot be voted at the Meeting unless the owner is
present or represented by proxy. A proxy may be revoked at any time before it
is voted by giving written notice of revocation or by the delivery of a new
proxy to the Company at the address shown above, or by the stockholder's
personal vote at the Meeting.
All properly executed proxies, unless previously revoked, will be voted at
the Meeting or any adjournment thereof in accordance with the directions
given. With respect to the election of two Directors to serve until the 1999
Annual Meeting, stockholders of the Company voting by proxy may vote in favor
of the nominees or may withhold their vote for the nominees. With respect to
the one other proposal for stockholder action, stockholders of the Company
voting by proxy may vote in favor of or against the proposal. If no specific
instructions are given with respect to the matters to be acted upon at the
Meeting, shares of Common Stock represented by a properly executed proxy will
be voted FOR (i) the election of the two nominees for Director listed under
the caption "Election of Directors," and (ii) the approval of an amendment and
restatement of the Company's 1992 Incentive Plan.
A majority of the outstanding shares of Common Stock must be represented in
person or by proxy at the Meeting in order to constitute a quorum for the
transaction of business. Abstentions and non-votes will be counted for
purposes of determining the existence of a quorum at the Meeting. The
candidates for election as Directors will be elected by the affirmative vote
of a plurality of the shares of Common Stock present in person or by proxy and
actually voting at the Meeting. All other matters require for their approval
the favorable vote of a majority of the shares of Common Stock voted in person
or by proxy at the Meeting. Any action other than a vote for a nominee or
proposal (including abstentions and broker non-votes) will have the practical
effect of voting against the nominee or proposal, as the case may be.
<PAGE>
ELECTION OF DIRECTORS
(ITEM 1 ON PROXY CARD)
Pursuant to the Company's Restated and Amended Certificate of Incorporation,
the Board of Directors is divided into three classes. Two classes consist of
two Directors and one class consists of one Director. Each Director is elected
for a three-year term, with one class of Directors being elected at each
annual meeting of stockholders.
Two Directors are to be elected at the Meeting. Set forth below is
information concerning the two nominees for Director, as well as information
concerning the Directors whose terms of office will extend beyond the Meeting.
The current nominees for Director, if elected, will serve for a three-year
term expiring at the 1999 Annual Meeting. The Board of Directors expects that
the nominees will be available for election. In the event that the nominee for
any reason should become unavailable for election (which is not anticipated),
it is intended that the shares of Common Stock represented by the proxies will
be voted for a nominee who would be designated by the Board of Directors,
unless the Board of Directors reduces the number of Directors.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" BOTH NOMINEES.
DIRECTORS TO BE ELECTED AT THE MEETING
Sidney Harman, Ph.D., age seventy-eight, has been Chairman of the Board,
Chief Executive Officer and a Director of the Company since the Company's
founding in 1980. Dr. Harman served as Under Secretary of Commerce of the
United States from January 1977 until December 1978.
Shirley M. Hufstedler, age seventy-one, has been a Director of the Company
since September 1986. Ms. Hufstedler is and has been for the past fifteen
years in private law practice. She served as Secretary of Education of the
United States from 1979 to 1981 and as a judge on the United States Court of
Appeals for the Ninth Circuit from 1968 to 1979. She is currently with the law
firm of Morrison & Foerster, LLP in Los Angeles, California and from 1981 to
March 1995, was with the firm of Hufstedler & Kaus. Ms. Hufstedler is Director
Emeritus of US West, Inc. and Hewlett-Packard Company.
DIRECTORS WHOSE TERMS EXTEND BEYOND THE MEETING
Bernard A. Girod, age fifty-four, has been President of the Company since
March 1994, Chief Operating Officer of the Company since March 1993, Secretary
of the Company since November 1992 and a Director of the Company since July
1993. Mr. Girod also serves as Chief Financial Officer of the Company, a
position he held from September 1986 to August 1995 and again since March
1996. Mr. Girod's term as a Director expires at the 1998 Annual Meeting.
Edward H. Meyer, age sixty-nine, has been a Director of the Company since
July 1990. Mr. Meyer has been the Chairman of the Board, Chief Executive
Officer and President of Grey Advertising, Inc., New York, New York since
1972. Mr. Meyer serves as a Director for May Department Stores Company, Bowne
& Co., Inc., Ethan Allen Interiors, Inc., and as a Director/trustee of thirty-
five mutual funds advised by Merrill Lynch Asset Management, Inc. Mr. Meyer's
term as Director expires at the 1997 Annual Meeting.
Ann McLaughlin, age fifty-four, has been a Director of the Company since
November 1995. She served as Secretary of Labor of the United States under
President Reagan from 1987 until 1989. Ms. McLaughlin is a Director of AMR
Corporation, General Motors Corporation, Kellogg Company and Nordstrom, Inc.
She is also a member of the Board of Overseers of the Wharton School of the
University of Pennsylvania and a member of the Board of the Nixon Center for
Peace and Freedom. Ms. McLaughlin's term as a Director expires at the 1998
Annual Meeting.
2
<PAGE>
THE BOARD OF DIRECTORS, ITS COMMITTEES AND COMPENSATION
The Board of Directors of the Company held six meetings during the 1996
fiscal year. The Board of Directors has three standing committees: the
Executive Committee, the Audit Committee and the Compensation and Option
Committee (the "Compensation Committee"). The Company does not have a standing
committee on nominations. All Directors attended at least seventy-five percent
of the meetings of the Board of Directors and the committees on which such
Directors served.
The Executive Committee, which held five meetings during the 1996 fiscal
year, presently consists of Dr. Harman and Mr. Girod and contains one vacancy.
The Executive Committee is empowered to exercise all of the power and
authority of the Board of Directors in the management of the business affairs
of the Company when the full Board of Directors is not in session, except
those which may not be delegated to it under the Company's Restated and
Amended Certificate of Incorporation or Bylaws. The Executive Committee has
also been delegated certain authority by the Board of Directors with respect
to matters relating to the Company's 1992 Incentive Plan (the "1992 Plan") and
retirement plans.
The Audit Committee, which held two meetings during the 1996 fiscal year,
presently consists of Ms. Hufstedler, Mr. Meyer and Ms. McLaughlin. The Audit
Committee reviews the results of the annual audit with the Company's
independent auditors and the adequacy of the Company's internal accounting
controls and practices, and recommends to the Board of Directors the
independent auditors to be retained by the Company.
The Compensation Committee, which held three meetings during the 1996 fiscal
year, presently consists of Ms. Hufstedler, Mr. Meyer and Ms. McLaughlin. The
Compensation Committee establishes compensation each year for the Chief
Executive Officer and the other top executive officers and reviews with the
Chief Executive Officer the compensation of the Company's other executive
officers. The Compensation Committee has been delegated certain authority by
the Board of Directors with respect to matters relating to the Company's Chief
Executive Officer Incentive Plan, the 1992 Plan and retirement plans.
The Company does not pay fees to Directors who also serve as officers of the
Company or its subsidiaries. Non-officer Directors receive an annual fee of
$20,000 plus $2,500 for each Board meeting attended and $750 for each
committee meeting attended which occurred other than on the day of a Board
meeting. The Company reimburses all Directors for expenses incurred for
attending meetings.
Under the current 1992 Plan, immediately following each annual meeting of
stockholders, each incumbent non-officer Director who continues to serve on
the Board of Directors receives a stock option to purchase 2,500 shares of
Common Stock and is eligible to receive additional options if the Company
achieved a certain Return on Consolidated Equity (as that term is defined in
the 1992 Plan) for the previous fiscal year. If the Company achieves a Return
on Consolidated Equity of at least ten percent but less than fifteen percent,
each non-officer Director receives an option to purchase 750 shares of Common
Stock. If the Company achieves a Return on Consolidated Equity of fifteen
percent or more, each non-officer Director receives an option to purchase
1,500 shares of Common Stock. Pursuant to the terms of the 1992 Plan, in
November 1995 following the 1995 Meeting, each non-officer Director received
stock options to purchase 2,500 shares of Common Stock and, because the
Company achieved a Return on Consolidated Equity for fiscal 1995 in excess of
15%, additional performance based stock options to purchase 1,500 shares of
Common Stock.
The 1992 Plan also provides that any person who becomes a non-officer member
of the Board of Directors shall be granted an option to purchase 3,000 shares
of Common Stock on the date such person first becomes a non-officer Director.
Pursuant to this provision Ann McLaughlin, elected as a Director at the 1995
Annual Meeting, received an option to purchase 3,000 shares of Common Stock on
the date of the 1995 Meeting.
On September 5, 1996, the Board of Directors approved a proposal to amend
the 1992 Plan to adjust the Return on Consolidated Equity thresholds needed
for the performance based stock option awards to non-officer Directors
described above. The amendment reflects the Company's successful May 1996
public offering of
3
<PAGE>
2,300,000 shares, which had a dilutive effect of approximately 15 percent on
the return on shareholders' equity for the 1996 fiscal year. As amended, if
the Company achieves a Return on Consolidated Equity for the prior fiscal year
of at least nine percent but less than thirteen percent, each non-officer
Director receives an option to purchase 750 shares of Common Stock following
each annual meeting of stockholders. If the Company achieves a Return on
Consolidated Equity of thirteen percent or more, each non-officer Director
receives an option to purchase 1,500 shares of Common Stock. This proposal,
along with other amendments to the 1992 Plan, are now being presented to the
stockholders and, if approved, will take effect immediately following the
Meeting.
The exercise price of any option granted to a non-officer Director under the
1992 Plan is equal to the fair market value of the Common Stock on the date of
grant. Each such option vests at a rate of twenty percent per annum and
expires ten years from the date of grant.
4
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of August 1, 1996, the beneficial
ownership of the Company's Common Stock for the following persons: (a) all
stockholders known by the Company to beneficially own more than five percent
of the Common Stock, (b) each of the Company's current Directors, (c) the
Company's Chief Executive Officer and the four other most highly paid
executive officers of the Company, and (d) all of the Company's Directors and
executive officers as a group. Certain information in the table is based upon
information contained in filings made by the beneficial owner with the
Securities and Exchange Commission.
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF
NAME BENEFICIAL OWNERSHIP(1) APPROXIMATE PERCENT
---- ----------------------- -------------------
<S> <C> <C>
FMR Corp.......................... 1,717,190(2) 10.16%
82 Devonshire Street
Boston, Massachusetts 02109
Sidney Harman..................... 1,122,256(3) 5.86%
Harman International Industries,
Incorporated
1101 Pennsylvania Avenue, N.W.
Suite 1010
Washington, D.C. 20004
Bernard A. Girod.................. 52,692(4) *
Shirley M. Hufstedler............. 12,391 *
Edward H. Meyer................... 9,055 *
Ann McLaughlin.................... 105 *
Gregory P. Stapleton.............. 18,298(5) *
Thomas Jacoby..................... 4,725 *
Philip Hart....................... 25,515 *
All Directors and executive 1,269,716 6.61%
officers as a group (13 persons).
</TABLE>
- --------
* Less than one percent
(1) Under the rules of the Securities and Exchange Commission, a person is
deemed to be a beneficial owner of a security if he or she has or shares
the power to vote or direct the voting of such security or the power to
dispose or direct the disposition of such security. Accordingly, more than
one person may be deemed to be a beneficial owner of the same securities.
Unless otherwise indicated by footnote, the persons named in the table
have sole voting and investment power with respect to the shares of Common
Stock beneficially owned. A person is also deemed to be a beneficial owner
of any securities of which that person has the right to acquire beneficial
ownership within 60 days. Accordingly, the beneficial ownership amounts
include shares of Common Stock that may be acquired pursuant to stock
options exercisable within 60 days from August 1, 1996 by the following
stockholders in the indicated amounts: Dr. Harman (518,700 shares), Mr.
Girod (14,700 shares), Ms. Hufstedler (11,026 shares), Mr. Meyer (3,466
shares), Mr. Stapleton (2,100 shares), Mr. Jacoby (4,725 shares), Mr. Hart
(23,205 shares) and all Directors and executive officers as a group
(593,042 shares).
(2) Includes: 71,900 shares held in an institutional account managed by
Fidelity Management Trust Company, a wholly-owned subsidiary of FMR Corp.,
with respect to which FMR Corp. has sole dispositive power, sole voting
power of 24,400 shares and no voting power of 47,500 shares; and 1,645,290
shares held by several investment companies for which Fidelity Management
& Research Company, a wholly-owned subsidiary of FMR Corp., serves as
investment adviser and for which FMR Corp. has sole dispositive power but
no voting power. Edward C. Johnson 3d, Chairman of FMR Corp. and the
beneficial owner of 12.0% of the outstanding voting stock of FMR Corp. and
Abigail P. Johnson, a Director of FMR Corp. and the beneficial owner of
24.5% of the outstanding voting stock of FMR Corp. are also deemed to be
the beneficial owners of the 1,717,190 shares of Common Stock beneficially
owned by wholly-owned subsidiaries of FMR Corp. set forth above by virtue
of their positions on the Board and aggregate beneficial ownership of
36.5% of the outstanding voting stock of FMR Corp.
5
<PAGE>
(3) Includes: 401,328 shares held in a trust for which Dr. Harman has sole
dispositive and sole voting power; 61,497 shares held in two irrevocable
trusts for various family members for which Dr. Harman has sole voting
power but shared dispositive power; and 140,731 shares held by family
members for which Dr. Harman has sole voting power pursuant to 3-year
revocable proxies and for which Dr. Harman disclaims beneficial ownership.
As noted in footnote 1, the number of shares beneficially owned by Dr.
Harman also includes 518,700 shares that may be acquired pursuant to stock
options exercisable within 60 days from August 1, 1996. The 518,700 shares
subject to stock options include a long-term performance incentive option
to purchase 315,000 shares granted to Dr. Harman on November 9, 1993 (as
adjusted to reflect the five percent stock dividend paid by the Company in
August 1995). This performance incentive option is subject to
cancellation, and any shares issued as a result of the exercise of the
option are subject to repurchase, if the Company does not meet certain
performance criteria for the fiscal years ending June 30, 1995 through
June 30, 2001; 90,090 (28.6%) of the shares relating to this option are no
longer subject to cancellation because the Company has exceeded the
performance criteria for each of the 1995 and 1996 fiscal years.
(4) Includes 1,313 shares held by Mr. Girod in the Company's Section 401(k)
Retirement Savings Plan (the "401(k) Plan").
(5) Includes 1,707 shares held by Mr. Stapleton in the Company's 401(k) Plan.
6
<PAGE>
REPORT OF THE COMPENSATION AND OPTION COMMITTEE
ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors is responsible for
implementing the Company's executive compensation program. The Compensation
Committee has been delegated this authority by the Board of Directors, and
thereby makes determinations regarding the compensation of the Company's
executive officers. The Compensation Committee has also been delegated the
authority to administer the Company's stock incentive plans, in particular
with respect to awards to executive officers. The Compensation Committee is
comprised entirely of the Company's outside, non-employee Directors: Shirley
Mount Hufstedler, Edward Meyer and Ann McLaughlin. See "The Board of
Directors, Its Committees and Compensation."
The key elements of the Company's executive compensation program consist of
(a) base salaries which are determined based upon concerns of competitive pay
and performance; (b) cash bonus awards which are driven solely by performance;
and (c) ownership of stock options to align the interests of management with
those of stockholders. Each of these elements is discussed in more detail
below.
ANNUAL CASH COMPENSATION
SALARY. Decisions with respect to base salaries are typically made before
the beginning of each fiscal year and are based upon two factors--
considerations of competitive pay and of pay for performance, with more weight
given to setting competitive salaries. The Company conducts its business in an
increasingly competitive industry and, while pursuing a high-growth strategy,
recognizes that it operates in a competitive global marketplace where the best
people are in great demand. Because the Company seeks to attract and retain
the best people--people with demonstrated skills and experience--the Company's
competitive pay structure is evaluated and set against market data developed
based upon compensation practices by industry competitors, companies of
comparable size, high growth companies and successful global marketing
companies.
For fiscal year 1996, the Compensation Committee set base salaries for the
top four executive officers in July 1995, based upon competitive pay
information accumulated by the Company's Human Resources Department and upon a
review of the Company's results of operations for the 1995 fiscal year. The
competitive pay information was derived in part from data furnished by outside
compensation consulting firms which surveyed the compensation practices of
companies (1) in the electrical and electronics industry and (2) high-growth
companies. Although this survey group is different from the group used by the
Company for comparing stock performance (see "Stock Price Performance Graph"),
the Compensation Committee believes that the survey group offers more reliable
information for compensation practices. In setting compensation for individual
executive officers, the Company and the Compensation Committee sought to
establish base salaries at the 50th -75th percentile of base salaries for the
survey group companies, consistent with the Company's competitive pay goals.
The salary changes for fiscal year 1996 reflected changes in the survey group
compensation practices, but also responded to the significant improvement in
performance at every level of the Company, both in sales and earnings, and on
the achievement of individual performance objectives.
BONUS AWARD PLAN. Cash bonus awards are typically set following the end of
each fiscal year, and are based entirely upon performance. Performance is
measured in three ways. First, annual bonus awards focus on current fiscal
year financial performance and continuous improvement. Award levels for the
executive officers vary and are based on corporate or group earnings. Second,
and most importantly, annual bonus awards are based upon the attainment of
personal performance objectives established by the individual officer and
approved by management. Individual performance objectives vary from officer to
officer, and include financial objectives for appropriate business units (such
as earnings, asset management and sales growth), other business objectives
(such as timely introduction of new products and the communication of new
technologies and processes among business units) and personal development
objectives (such as attention to personal and professional development, and
effective interaction with other business units). Similarly, these individual
performance objectives are incorporated annually into the Company's business
plan developed by management and approved by the Board
7
<PAGE>
of Directors. Finally, the bonus award program also contemplates discretionary
rewards for exemplary individual performance in the form of a discretionary
bonus which is recommended by the Chief Executive Officer and approved by the
Compensation Committee.
Consistent with past practice, bonus awards for the Company's top four
officers were set by the Compensation Committee in July 1996 based on fiscal
year 1996 performance. Bonus awards for Messrs. Girod, Stapleton, Jacoby and
Hart for the 1996 fiscal year were awarded based upon the extraordinary
performance of the Company and the OEM, Consumer and Professional Groups,
respectively.
EQUITY BASED COMPENSATION
The Company's stock option program reinforces the Company's long term
commitment to increasing shareholder value by aligning executive officers'
long-term interests with those of the shareholder. Executive officers and key
employees of the Company are eligible to participate in the Company's stock
option plans. The amount of stock options awarded to executive officers is
determined based upon a discretionary recommendation made by the Chief
Executive Officer and approved by the Compensation Committee. The Chief
Executive Officer usually bases the amount of awards upon his assessment of
officer performance and the need for future long-term incentive which is
offered by stock options. No stock options were granted to the Company's top
four officers during the 1996 fiscal year.
FISCAL 1996 COMPENSATION FOR CHAIRMAN AND CHIEF EXECUTIVE OFFICER
SALARY. In July 1995, after reviewing the Company's performance during the
1995 fiscal year, the Compensation Committee awarded Dr. Harman a pay increase
of $100,000 or 15.4% of his July 1994 salary, effective July 1, 1995. This
increase, while consistent with the competitive pay information developed from
the survey group discussed above, was based in large part upon the continuing
impressive results of the Company during the 1995 fiscal year in sales,
earnings and shareholder value which the Compensation Committee attributes
largely to the leadership provided by Dr. Harman. In fiscal 1995, the Company
had net income of $41.2 million (compared to $25.7 million in fiscal 1994) on
sales of $1,170.2 million (compared to sales of $862.1 million in fiscal
1994). From June 30, 1994 to June 30, 1995, the value of the Company's stock
increased by 62%.
PERFORMANCE BASED COMPENSATION. In August 1994 the Compensation Committee
adopted the Chief Executive Officer Incentive Plan (the "CEO Plan") in order
to provide "performance-based" compensation to the Company's Chief Executive
Officer. The CEO Plan was subsequently approved by the Company's full Board of
Directors and by the Stockholders at the 1994 annual meeting. Under the Plan,
which became effective for the 1995 fiscal year, an annual cash bonus will be
paid to the Company's Chief Executive Officer only if a targeted return on
shareholder equity goal has been met for the year. The CEO Plan was adopted to
preserve the deductibility for the Company of cash compensation paid to Dr.
Harman in excess of $1 million, consistent with the requirements of Section
162(m) of the Internal Revenue Code.
At the beginning of each fiscal year, the Compensation Committee must
establish (i) the return on shareholder equity goal for the year and (ii) the
maximum cash award ("the Award Amount"), which is payable to the Company's
Chief Executive Officer if the goal is met. At the end of the year, the
Committee must certify whether the return on shareholder equity goal has been
met for the year. If the goal has been met, the Compensation Committee retains
the discretion to reduce the Award Amount for the year based upon subjective
factors. The Compensation Committee, however, does not have the discretion to
increase the Award Amount, and under no circumstance can the Award Amount for
a given year exceed $1 million.
Pursuant to the CEO Plan, in September 1995 the Compensation Committee
established a return on shareholder equity goal for fiscal 1996 of 10% and an
Award Amount of up to $1 million. Under the leadership provided by Dr. Harman,
the Company's return on average shareholder equity for fiscal 1996 was 14.3%.
8
<PAGE>
Because the targeted goal had been met--and exceeded--the Compensation
Committee awarded Dr. Harman a cash bonus of $750,000 for the 1996 fiscal
year. This Award Amount was based upon achievement of the return on
shareholder equity goal, as well as consideration by the Compensation
Committee of other measures of the Company's strong performance for the 1996
fiscal year. In fiscal 1996, the Company earned $52.0 million (a 26.4%
increase from net income of $41.2 million in fiscal 1995) on sales of $1,361.6
million (a 16.4% increase from sales of $1,170.2 million in fiscal 1995).
EQUITY BASED COMPENSATION. On May 31, 1995, the Compensation Committee
granted options to 115 officers and key employees of the Company, including an
option to Dr. Harman to purchase 50,000 shares, exercisable immediately,
representing approximately 11% of the total shares subject to options granted
on May 31, 1995. At that time, the Compensation Committee also authorized the
automatic grant to Dr. Harman of options to purchase 50,000 shares on each of
May 31, 1996 and May 31, 1997, fully exercisable on the date of the grant, at
a price per share equal to the fair market value on the date of grant or the
price per share for options granted to other officers and key employees on
that date. The Compensation Committee subsequently adjusted this option grant
to reflect the five percent stock dividend paid by the Company in August 1995.
As a result, on May 31, 1996 Dr. Harman received options to purchase 52,500
shares at a price per share of $52.50 (the fair market value on the date of
the grant). The options to Dr. Harman were granted and authorized based upon
both (i) the strong performance of the Company in sales, earnings and in
return on shareholder equity, and (ii) as a long-term performance incentive.
The base salary, the performance based award and the stock option grant were
each determined by the Compensation Committee to be appropriate based on the
Company's basic compensation performance criteria described above as well as
Dr. Harman's leadership in orchestrating impressive growth in the Company's
earnings over the past three years and in repositioning the Company, through a
successful corporate reorganization and a number of strategic acquisitions, to
take advantage of emerging domestic and international long-term growth
opportunities.
STATUS OF REPORT
The foregoing report on 1996 Executive Compensation was provided by the
Compensation Committee and shall not be deemed to be "soliciting material," or
to be "filed" with the Commission or subject to Regulation 14A promulgated by
the Commission or Section 18 of the Exchange Act.
Shirley Mount Hufstedler
Edward Meyer
Ann McLaughlin
9
<PAGE>
STOCK PRICE PERFORMANCE GRAPH
The following graph compares cumulative total returns (assuming reinvestment
of dividends) on the Common Stock, the S&P Composite-500 Stock Index and a
peer company index (based on the Company's Standard Industrial Code) for the
five-year period ending June 30, 1996. This stock price performance graph
assumes that the value of the investment in the Common Stock and each index
was $100 on July 1, 1991. The stock price performance shown on the graph below
is not necessarily indicative of future price performance.
- --------------------------------------------------------------------------------
[GRAPH APPEARS HERE]
- --------------------------------------------------------------------------------
Indexed returns
Years Ending
JUN91 JUN92 JUN93 JUN94 JUN95 JUN96
============================================================================
====
S&P 500 INDEX 100 113.41 128.87 130.68 164.75 207.59
HARMAN INTERNATIONAL INDS. 100 122.50 210.00 251.25 407.07 522.18
PEER GROUP 100 84.06 93.37 138.73 108.21 147.81
- --------------------------------------------------------------------------------
10
<PAGE>
PROPOSAL TO AMEND AND RESTATE THE 1992 INCENTIVE PLAN
(ITEM 2 ON PROXY CARD)
On November 10, 1992, the stockholders of the Company first adopted the 1992
Plan, which provides for the granting of stock options and other benefits to
officers, key employees and non-officer Directors of the Company and its
subsidiaries.
The Board of Directors believes that the 1992 Plan has assisted the
Corporation and its subsidiaries in attracting and retaining personnel of high
quality and outstanding ability by continuing to provide such persons
incentives and rewards for superior performance. The Board of Directors
therefore believes that it is in the best interests of the Company to continue
the Plan and recommends that the Stockholders approve amendments to the Plan
to increase the maximum aggregate number of shares of Common Stock subject to
issuance under the Plan from 1,200,000 to 2,200,000 shares. No further request
is anticipated by the Board of Directors before November 1999.
Additional amendments to the 1992 Plan are also being proposed, including
(i) changes to the performance-based option awards to non-officer Directors;
(ii) the adoption of a minimum restriction period of three years for awards or
sales of restricted stock; and (iii) amendments to take advantage of recent
changes in federal tax laws permitting the transferability of options to
family members. These and certain other amendments are discussed in more
detail in the summary of the proposed amended and restated 1992 Plan which
follows.
VOTES REQUIRED FOR APPROVAL
The affirmative vote of the holders of a majority of the outstanding shares
of Common Stock present in person or by proxy at the Annual Meeting will be
required to approve the amended and restated 1992 Plan.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE PROPOSAL TO AMEND AND
RESTATE THE 1992 PLAN.
1992 INCENTIVE PLAN SUMMARY
The provisions of the amended and restated 1992 Plan are summarized below.
These summaries do not purport to be complete and are qualified in their
entirety by reference to the full text of the amended and restated 1992 Plan,
a copy of which is attached hereto as Exhibit A.
ADMINISTRATION
The 1992 Plan is administered by the Compensation Committee, which has been
delegated the authority by the Board of Directors to grant options and make
other awards from the 1992 Plan to officers and key employees of the Company
and its subsidiaries. The Board of Directors has also delegated authority to
the Executive Committee to grant awards to key employees of the Company and
its subsidiaries between meetings of the Compensation Committee. The
Compensation Committee also makes all determinations necessary or advisable
for the administration of the 1992 Plan, including interpretation of the 1992
Plan and related agreements and other documents; provided that the full Board
of Directors makes all determinations with respect to grants to non-officer
Directors. The Compensation Committee consists of not less than two non-
officer Directors who are "non-employee directors" within the meaning of Rule
16b-3 promulgated by the Securities and Exchange Commission pursuant to the
Exchange Act. The annual costs to the Company for the administration of the
1992 Plan continue to be de minimus.
ELIGIBILITY
Executive officers (currently 10), non-officer directors (currently 3) and
key employees (as designated by the Compensation Committee or Executive
Committee) of the Company and its subsidiaries may be granted options or other
awards under the 1992 Plan. Non-officer Directors of the Company are
ineligible to receive grants or awards under the 1992 Plan, except for the
automatic grants of options to purchase shares of Common
11
<PAGE>
Stock described below. As amended, consultants to the Company and its
subsidiaries would no longer be eligible to receive awards under the 1992
Plan. This amendment reflects changes to federal income tax laws which result
in unfavorable tax treatment to the Company for stock-based awards to non-
employees of the Company.
OPTION RIGHTS
Options may be granted which entitle the optionee to purchase Common Stock
at a price equal to not less than the fair market value at the date of grant.
The option price is payable (i) in cash at the time of exercise,(ii) by the
transfer to the Company of nonforfeitable unrestricted Common Stock owned by
the optionee having a value at the time of exercise equal to the option price,
(iii) any other legal consideration the Committee may deem appropriate, or
(iv) a combination of such payment methods. Any grant may provide for deferred
payment of the option price from the proceeds of sale through a bank or broker
of some or all of the Common Stock to which the exercise relates. Successive
grants may be made to the same optionee whether or not options previously
granted remain unexercised. The Compensation Committee may cancel options and
re-grant new options, as well as determine to limit, waive or modify any
limitation or requirement with respect to any option grant under the 1992
Plan. The Compensation Committee may not, however, reduce the option price of
any outstanding option right without the approval of the Stockholders. The
1992 Plan does not require holding an option for a specified period and
permits immediate sequential exchanges of Common Stock at the time of exercise
of options.
No option right may be exercisable more than ten years from the date of
grant. Each grant to an employee provides for termination of the option upon
the termination of employment with the Company or any subsidiary and may
provide for the earlier exercise of such option rights in the event of a
"change of control" of the Company or other similar transaction or event.
Option rights may constitute (i) incentive stock options or other options
which may be intended to qualify under particular provisions of the Code, as
in effect from time to time, (ii) non-qualified options which are not intended
to so qualify, or (iii) combinations of the foregoing. The 1992 Plan provides
that no Plan participant may be granted stock options (or stock appreciation
rights) for more than 300,000 shares of Common Stock in any one fiscal year.
STOCK APPRECIATION RIGHTS
Stock appreciation rights which provide optionees an alternative means of
realizing the benefits of option rights may be granted in tandem with options.
The holder of a stock appreciation right may, in lieu of exercising all or any
part of his option rights, receive from the Company an amount equal to one
hundred percent, or such lesser percentage as the Compensation Committee may
determine, of the spread between the option price and the current value of the
optioned shares.
Any grant of stock appreciation rights may specify that the amount payable
upon exercise thereof may be paid by the Company in cash, in shares of Common
Stock, or in any combination thereof, and may either grant to the optionee or
retain in the Compensation Committee the right to elect among those
alternatives. If the stock appreciation right provides that the optionee may
elect to receive payment in either cash or shares of Common Stock, an election
to receive cash in whole or in part will be subject to the approval of the
Committee at the time of such election.
The Compensation Committee may specify that the amount payable upon exercise
of a stock appreciation right may not exceed a maximum specified by the Board
of Directors at the date of grant and may specify waiting periods before
exercise and permissible exercise dates or periods. A stock appreciation right
will not be exercisable except at a time when the related option right is also
exercisable and when the spread is positive. Stock appreciation rights may
include such other terms and provisions, consistent with the 1992 Plan, as the
Compensation Committee may approve. The 1992 Plan also permits the
Compensation Committee to grant stock appreciation rights that are exercisable
only upon a Change in Control.
12
<PAGE>
RESTRICTED STOCK
A grant of restricted stock involves the immediate transfer by the Company
to a participant of ownership of a specific number of shares of Common Stock
in consideration of the performance of services. The participant is entitled
immediately to voting, dividend and other ownership rights in such shares.
Such transfer may be made without additional consideration or in consideration
of a payment by the participant that is less than current market value of the
shares, as the Compensation Committee may determine.
Each grant of restricted stock will be subject for a period of time to a
"substantial risk of forfeiture" within the meaning of Section 83 of the Code,
as determined by the Compensation Committee. For example, a grant of
restricted stock may provide that such stock will be forfeited if the
participant ceases to serve the Company as an officer or key employee prior to
the expiration of a specified period. As amended, the 1992 Plan requires that
the period of time for which the restricted stock will be subject to a
"substantial risk of forfeiture" must be a minimum of three years. This
amendment conforms to the Company's past practice when granting awards of
Restricted Stock. In order to enforce these forfeiture provisions, the
transferability of restricted stock will be prohibited or restricted in a
manner and to the extent prescribed by the Compensation Committee for the
period during which the forfeiture provisions are in effect. The Compensation
Committee may provide for the earlier termination of the forfeiture provisions
in the event of a change in control of the Company.
PERFORMANCE UNITS
A performance unit is the equivalent of $100. Upon any award of performance
units, a participant will be given an achievement objective ("Management
Objective") to meet within a specified period determined by the Compensation
Committee on the date of grant ("Performance Period"). A minimum level of
acceptable achievement will also be established ("Minimum"). If by the end of
the Performance Period the participant has achieved the specified Management
Objective, he or she will be deemed to have fully earned the performance unit.
If the participant has not achieved the Management Objective but has attained
or exceeded the Minimum, he or she will be deemed to have partly earned the
performance unit (such part to be determined in accordance with a formula). To
the extent earned, the performance unit will be paid to the participant, at
the time and in the manner determined by the Compensation Committee, either in
cash or Common Stock or a combination thereof. Any award of performance units
may specify that the performance unit may become payable in the event of a
Change in Control of the Company.
Management Objectives may be described either in terms of Company-wide
objectives or objectives that are related to performance of the division,
subsidiary, department or function with the Company or a subsidiary in which
the participant is employed. The Compensation Committee may adjust any
Management Objective and the related Minimum if, in the sole judgment of the
Compensation Committee, events or transactions after the date of grant which
are unrelated to the participant's performance have effected the Management
Objective or the Minimum.
GRANTS TO NON-OFFICER DIRECTORS
The 1992 Plan provides that any person who becomes a non-officer member of
the Board of Directors after November 10, 1992, shall be granted an option to
purchase 3,000 shares of Common Stock on the date such person first becomes a
non-officer Director. In addition, immediately following each annual meeting
of stockholders, each incumbent non-officer Director who continues to serve on
the Board of Directors is granted an option to purchase 2,500 shares of Common
Stock.
The 1992 Plan further provides that each non-officer Director is eligible to
receive additional options if the Company achieves a certain Return on
Consolidated Equity in any fiscal year. Under the current Plan, in the event
of a Return on Consolidated Equity of at least ten percent but less than
fifteen percent, each non-officer Director receives an option to purchase 750
shares of Common Stock. In the event the Return on Consolidated Equity equals
or exceeds fifteen percent, each non-officer Director receives an option to
purchase 1,500 shares of Common Stock. The proposed amendments to the 1992
Plan revise the Return on Consolidated
13
<PAGE>
Equity Threshold (but not the option amounts) relating to these performance-
based grants. The thresholds were revised to reflect the Company's successful
May 1996 public offering of 2,300,000 shares, which had a dilutive effect of
approximately 15 percent on the return on shareholders' equity for the fiscal
1996 year. As amended, if the Company achieves a Return on Consolidated Equity
of at least nine percent but less than thirteen percent, each non-officer
Director receives an option to purchase 750 shares of Common Stock and, if the
Company achieves a Return on Consolidated Equity of thirteen percent or more,
each non-officer Director receives an option to purchase 1,500 shares of
Common Stock.
The exercise price of each option granted to a non-officer Director under
the 1992 Plan is equal to the fair market value of the Common Stock on the
date of grant. Each such option shall vest at the rate of twenty percent per
annum and expire ten years from the date of grant.
COMMON STOCK AND PERFORMANCE UNITS SUBJECT TO THE PLAN
Subject to certain adjustments as provided in the 1992 Plan, the number of
shares that may be issued or transferred under the current 1992 Plan shall not
exceed in the aggregate 1,200,000 shares of Common Stock. Under the proposed
amendments to the 1992 Plan, the number of shares available for issuance under
the Plan would be increased from 1,200,000 to 2,200,000 shares.
Shares to be issued may be of original issuance or shares held in treasury
or a combination of the two. For the purpose of determining the shares
available under the 1992 Plan, Restricted Stock is considered to be issued or
transferred only at the earlier of the time when it ceases to be subject to a
substantial risk of forfeiture or the time when dividends are paid to the
holder of the award. The 1992 Plan limits the aggregate amount that may be
paid by the Company in satisfaction of a performance unit.
PLAN BENEFITS
The table sets forth the stock options that were granted to each of the
following persons or groups under the 1992 Plan in fiscal 1996.
PLAN BENEFITS PREVIOUSLY GRANTED
<TABLE>
<CAPTION>
NUMBER OF
STOCK OPTIONS(1)
-------------------
DOLLAR FISCAL
NAME AND POSITION VALUE 1996
----------------- -------- ---------
<S> <C> <C>
Sidney Harman............................................. (2) 52,500
Chairman and Chief Executive Officer
Bernard A. Girod.......................................... (2) --
President, Chief Operating Officer, Chief Financial
Officer and Secretary
Gregory P. Stapleton...................................... (2) --
President-OEM Group
Thomas Jacoby............................................. (2) --
President-Consumer Group
Philip Hart............................................... (2) --
President-Professional Group
Executive Officer Group................................... (2) 62,500
Non-Officer Director Group................................ (2) 13,500
Non-Executive Officer Employee Group and Consultants...... (2) 16,000
</TABLE>
- --------
(1) No awards other than stock options were granted in fiscal 1996.
(2) Stock options are granted under the 1992 Plan at exercise prices equal to
or exceeding the fair market value of the Common Stock on the date of
grant. The actual value, if any, a person may realize will depend on the
excess of the stock price over the exercise price on the date the option
is exercised. On September 13, 1996, the last reported closing price of
the Common Stock on the New York Stock Exchange was $43.00.
14
<PAGE>
The number of stock options to be granted in the future under the 1992 Plan
is not determinable for the above persons or groups, except non-officer
directors. As discussed above, pursuant to the 1992 Plan, each non-officer
director receives (i) options to purchase 2,500 shares of Common Stock in each
year he or she continues to serve as a non-officer Director and (ii)
additional options if the Company achieves a certain Return on Consolidated
Equity in any fiscal year.
FEDERAL INCOME TAX CONSEQUENCES
The following is a brief summary of certain of the federal income tax
consequences to individuals receiving grants or awards under the 1992 Plan.
The following summary is based upon federal income tax laws in effect on
August 1, 1996 and is not intended to be complete or to describe any state or
local tax consequences.
NON-QUALIFIED STOCK OPTIONS. In general, (i) no income will be recognized by
an optionee at the time a non-qualified stock option is granted; (ii) at
exercise, ordinary income will be recognized by the optionee in an amount
equal to the difference between the option price paid for the shares and the
fair market value of the shares, if unrestricted, on the date of exercise; and
(iii) at sale, appreciation (or depreciation) after the date of exercise will
be treated as either short-term or long-term capital gain (or loss) depending
on how long the shares have been held.
INCENTIVE STOCK OPTIONS. No income generally will be recognized by an
optionee upon the grant or exercise of an incentive stock option. If shares of
Common Stock are issued to the optionee pursuant to the exercise of an
incentive stock option, and if no disqualifying disposition of such shares is
made by such optionee within two years after the date of grant or within one
year after the transfer of such shares to the optionee, then upon sale of such
shares, any amount realized in excess of the option price will be taxed to the
optionee as a long-term capital gain and any loss sustained will be a long-
term capital loss.
If shares of Common Stock acquired upon the exercise of an incentive stock
option are disposed of prior to the expiration of either holding period
described above, the optionee generally will recognize ordinary income in the
year of disposition in an amount equal to the excess (if any) of the fair
market value of such shares at the time of exercise (or, if less, the amount
realized on the disposition of such shares if a sale or exchange) over the
option price paid for such shares. Any further gain (or loss) realized by the
participant generally will be taxed as short-term or long-term capital gain
(or loss), depending on the holding period.
STOCK APPRECIATION RIGHTS. No income will be recognized by an optionee in
connection with the grant of a stock appreciation right. When the appreciation
right is exercised, the optionee normally will be required to include as
taxable ordinary income in the year of exercise an amount equal to the amount
of cash received and the fair market value of any unrestricted shares of
Common Stock received on the exercise.
RESTRICTED STOCK. The recipient of shares of restricted stock generally will
be subject to tax at ordinary income rates on the fair market value of the
restricted stock (reduced by any amount paid by the participant for such
restricted stock) at such time as the shares are no longer subject to
forfeiture or restrictions on transfer for purposes of Section 83 of the Code
("Restrictions"). However, a recipient who so elects under Section 83(b) of
the Code within thirty days of the date of transfer of the shares will have
taxable ordinary income on the date of transfer of the shares equal to the
excess of the fair market value of such shares (determined without regard to
the Restrictions) over the purchase price, if any, of such restricted stock.
If a Section 83(b) election has not been made, any dividends received with
respect to restricted stock subject to Restrictions generally will be treated
as compensation that is taxable as ordinary income to the participant.
PERFORMANCE UNITS. No income generally will be recognized upon the grant of
performance units. Upon payment in respect of the earn-out of performance
units, the recipient generally will be required to include as taxable ordinary
income in the year of receipt an amount equal to the amount of cash received
and the fair market value of any unrestricted shares of Common Stock received.
15
<PAGE>
SPECIAL RULES APPLICABLE TO OFFICERS AND DIRECTORS. In limited circumstances
where the sale of stock received as a result of a grant or award could subject
an officer or Director to suit under Section 16(b) of the Exchange Act, the
tax consequences to the officer or Director may differ from the tax
consequences described above. In these circumstances, unless an election under
Section 83(b) of the Code has been made, the principal difference (in cases
where the officer or Director would otherwise be currently taxed upon his
receipt of the stock) usually will be to postpone valuation and taxation of
the stock received so long as the sale of the stock received could subject the
officer or Director to suit under Section 16(b) of the Exchange Act, but no
longer than six months.
TAX CONSEQUENCES TO THE COMPANY. To the extent that a participant recognizes
ordinary income in the circumstances described above, the participant's
employer should be entitled to a corresponding deduction, provided, among
other things, such income meets the test of reasonableness, is an ordinary and
necessary business expense, is not an "excess parachute payment" within the
meaning of Section 280G of the Code and is not disallowed by the $1 million
limitation on certain executive compensation.
ACCOUNTING TREATMENT
Stock appreciation rights and performance units will require a charge
against income of the Company each year representing appreciation in the value
of such benefits which it is anticipated will be exercised or paid. In the
case of stock appreciation rights, such charge is based on the excess of the
current market price of the Common Stock over the option price specified in
the released option rights; in the case of performance units, such charge is
based on the dollar amount expected to be paid at the end of the Performance
Period. Restricted stock will require a charge against income equal to the
fair market value of the awarded shares at the time of award less the amount,
if any, paid by the participants. Such charge generally is spread over the
period during which the related services are performed.
AMENDMENT
The 1992 Plan may be amended from time to time by the Board of Directors,
but without further approval by the stockholders no such amendment shall (i)
increase the maximum number of shares of Common Stock that may be issued or
delivered thereunder or increase the number of performance units that may be
paid, (ii) reduce the option price of any outstanding option right or reduce
the base price of any outstanding appreciation right, or (iii) revise the
amount, price and timing of automatic grants to non-officer Directors. In no
event shall the provisions of the Plan relating to the amount, price or timing
of automatic grants to non-officer Directors be amended more than once every
six months, except to comport with changes in the Internal Revenue Code or the
regulations thereunder.
Under the proposed amendments to the 1992 Plan, the Compensation Committee
would also not be permitted to accelerate the time at which any substantial
risk of forfeiture or prohibition or restriction on transfer relating to a
grant of Restricted Stock will lapse.
MISCELLANEOUS
TRANSFERS. Under the current 1992 Plan, no option or stock appreciation
right is transferable by an optionee except upon death, by will or the laws of
descent and distribution. Recent changes in federal income tax laws permit the
transferability of options to family members (or trusts established for the
benefit of family members), which provide the potential for estate and gift
tax savings. Under the proposed amendments to the 1992 Plan, the Compensation
Committee would be provided the discretion to permit the transfer of options
or stock appreciation rights to take advantage of these developments.
ADJUSTMENTS. The maximum number of shares of Common Stock that may be issued
and delivered under the 1992 Plan, the number of shares covered by outstanding
options and stock appreciation rights, and the prices per share applicable
thereto, are subject to adjustment in the event of stock dividends, stock
splits, combinations of shares, recapitalizations, mergers, consolidations,
spin-offs, reorganizations, liquidations, issuances of rights or warrants and
similar events.
16
<PAGE>
COMPENSATION OF EXECUTIVE OFFICERS
SUMMARY COMPENSATION TABLE
The following table discloses compensation received by the Company's Chief
Executive Officer and the four other most highly paid executive officers for
the three fiscal years ended June 30, 1996:
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG TERM COMPENSATION
----------------------------- ------------------------
OPTIONS
FISCAL GRANTED ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS OTHER(1) (SHARES)
COMPENSATION(2)
- --------------------------- ------ -------- -------- -------- -------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Sidney Harman 1996 $750,000 $750,000(3) $ -- 52,500 $11,250
Chairman of the Board
and Chief 1995 650,000 700,000(3) -- 50,000 12,733
Executive Officer 1994 500,000 600,000 90,385(4) 325,000 2,747
Bernard A. Girod 1996 400,000 350,000 -- -- 11,250
President, Chief
Operating Officer, 1995 350,000 350,000 -- 25,000 13,514
Chief Financial Officer
and Secretary 1994 275,000 250,000 -- 15,000 3,466
Gregory P. Stapleton 1996 310,000 275,000 -- -- 12,843
President--OEM Group 1995 280,000 230,000 -- 17,500 16,800
1994 245,000 200,000 -- 10,000 3,229
Philip Hart(5) 1996 263,109 159,856 -- -- 26,311
President--Professional
Group 1995 239,505 175,395 -- 17,500 23,951
1994 169,694 120,000 -- 6,000 16,970
Thomas Jacoby 1996 275,000 125,000 -- -- 9,000
President--Consumer
Group 1995 250,000 165,000 -- 17,500 7,515
1994 200,000 125,000 -- 5,000 3,358
</TABLE>
- --------
(1) Excludes perquisites and other personal benefits, unless the aggregate
amount of such compensation is at least $50,000 or 10% of the total annual
salary and bonus reported for the named executive officer.
(2) The amounts in All Other Long Term Compensation for Dr. Harman, Messrs.
Girod, Stapleton and Jacoby represent Company contributions into the
Company's Retirement Savings Plan. For Mr. Hart, the amounts shown
represent Company contributions to his Personal Pension Scheme, a defined
contribution plan established for Mr. Hart under the laws of the United
Kingdom.
(3) Paid pursuant to the Company's Chief Executive Officer Incentive Plan.
(4) Includes $44,566 representing the aggregate incremental cost to the
Company of an automobile purchased for use by Dr. Harman.
(5) Mr. Hart's salary compensation and contributions to his Personal Pension
Scheme (see footnote 2) have been converted from British Pounds to U.S.
Dollars using average $/(Pounds) exchange rates for the periods covering
the 1996, 1995 and 1994 fiscal years of 1.5477, 1.5967 and 1.4973,
respectively. Mr. Hart's bonus compensation for 1996 and 1995 has been
converted from British Pounds to U.S. Dollars using the $/(Pounds)
exchange rates of 1.5520 and 1.5945, the exchange rates as of June 30,
1996 and June 30, 1995, respectively. Mr. Hart's 1994 bonus compensation
was paid in U.S. Dollars.
17
<PAGE>
STOCK OPTION GRANTS IN LAST FISCAL YEAR
The Compensation Committee of the Board of Directors granted no stock
options to named executive officers during the year ended June 30, 1996.
However, during the 1995 fiscal year the Compensation Committee authorized
automatic stock option grants to Dr. Harman pursuant to the 1992 Plan
effective on each of May 31, 1996 and May 31, 1997, at a price per share equal
to the fair market value on that date or the price per share for options
granted to other officers and key employees on that date. As a result, on May
31, 1996 Dr. Harman received options to purchase 52,500 shares at a price per
share of $52.50 (the fair market value on that date). The options are
exercisable immediately and expire on May 31, 2006. These options represent
fifty-five percent of the total options granted to Company employees in the
1996 fiscal year and carry a Grant Date Present Value of $1,072,513. This
value is based on the Black-Scholes option pricing model, which requires
assumptions to be made about the future movement of the stock price. The
Company used the following assumptions to estimate the Grant Date Present
Value: an estimated dividend yield of .45%, an estimated risk-free interest
rate of 6.15%, an estimated volatility of 32.7%, and an option term of 2.25
years, which is the estimated period from time of vesting until exercise of
the options. There is no assurance that the actual value realized by Dr.
Harman will equal the amounts estimated based upon the Black-Scholes option
pricing model.
STOCK OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION VALUES
For each of the named executive officers, the following table shows
information about stock options exercised during fiscal 1996 and the value of
unexercised options as of June 30, 1996.
<TABLE>
<CAPTION>
NUMBER VALUE OF UNEXERCISED IN-
OF NUMBER OF UNEXERCISED THE-
SHARES OPTIONS AT FISCAL MONEY OPTIONS AT FISCAL
ACQUIRED YEAR-END YEAR-END
ON VALUE ------------------------- -------------------------
NAME EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE
UNEXERCISABLE
---- -------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Sidney Harman........... 8,925 $215,581 513,450 30,450 $11,160,527 $1,079,913
Bernard A. Girod........ 18,375 407,281 11,550 35,700 263,713 810,225
Gregory P. Stapleton.... 19,425 397,550 -- 23,100 -- 491,925
Thomas Jacoby........... 12,075 474,818 3,675 22,050 54,556 459,963
Philip Hart............. -- -- 21,945 20,055 695,679 395,634
</TABLE>
EXECUTIVE DEFERRED COMPENSATION PLAN
Executives designated by the Board of Directors are eligible to participate
in the Company's Executive Deferred Compensation Plan. Participants may elect
to defer up to 50% of annual salary and 100% of annual bonus payments. The
minimum election is an amount equal to 5% of total annual compensation per
year for four years, payable from salary or bonus. Amounts deferred are
credited to a Deferral Account. Participants may specify that portions of
their account be invested in several types of funds. The Company credits
earnings to Deferral Accounts by reference to the rate of return on such funds
less one and one-half percent annually. Amounts credited to Deferral Accounts
are always 100% vested. After termination of employment, participants receive
as a lump sum the balance of their Deferral Accounts, less the cash value of
any Company-provided Split Dollar Life Insurance Policy and any outstanding
hardship loans made against the Deferral Accounts.
EXECUTIVE SPLIT-DOLLAR INSURANCE PLAN
The Company has an optional Executive Split-Dollar Insurance Plan (the
"Insurance Plan") in which executives designated as eligible by the Board of
Directors may participate. Under the Insurance Plan, the Company purchases a
life insurance policy of which the participant is the owner. The Company
retains certain rights under the policy, and a participant may not surrender,
borrow against or transfer the policy until the Company releases those rights.
While the participant is an employee of the Company, the Company pays annual
premiums equal to the participant's deferrals under the Executive Deferred
Compensation Plan. Participants gain full rights in the policy upon the
occurrence of either of the following: (i) A Security Release Date, which the
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<PAGE>
participant must specify two years in advance in an irrevocable filing with
the Company, and on which the participant must be employed or (ii) A
Qualifying Termination of Employment, which includes termination for
disability, involuntary termination without cause, or termination within 36
months after a change-in-control of the Company. If employment is terminated
prior to these events, the participant forfeits the cash value of the policy
to the Company but retains ownership of the policy. If a participant attains
full policy rights, the Company may cause the participant to withdraw an
amount equal to any loan balances owed by the participant to the Company and
any tax withholding obligations.
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
The Company maintains a Supplemental Executive Retirement Plan (the
"Supplemental Plan") that provides supplemental benefits to certain key
executive officers designated by the Board of Directors. Currently, Dr.
Harman, Messrs. Girod, Stapleton, Jacoby, and other officers of the Company
and certain subsidiaries have been designated as eligible under the
Supplemental Plan. The Supplemental Plan provides for retirement benefits
based on the average cash compensation (including bonuses) paid to such
executive during the five years prior to retirement at age sixty-five.
Executive officers that participate in the Supplemental Plan and retire at age
sixty-five receive a benefit equal to two percent of such average cash
compensation for each year of service up to a maximum benefit of thirty
percent of such average cash compensation after fifteen years of service.
Benefits are generally in the form of a life annuity which are payable monthly
for a period of at least ten years, although the Supplemental Plan permits the
Board of Directors to allow payment of the retirement benefit at a retirement
date later than age sixty-five and in a form other than a life annuity payable
monthly. Benefits under the Supplemental Plan are funded pursuant to
specifically allocable insurance contracts, except in the case of Dr. Harman
for whom such benefits are a direct obligation of the Company.
The following table sets forth the annual retirement benefits that would be
received under the Supplemental Plan at various compensation levels after the
specified years of service:
<TABLE>
<CAPTION>
YEARS OF SERVICE
--------------------------------------------------------------------------
REMUNERATION 3 6 9 12 15
- ------------ ------- ------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
$250,000 $15,000 $30,000 $ 45,000 $ 60,000 $ 75,000
300,000 18,000 36,000 54,000 72,000 90,000
350,000 21,000 42,000 63,000 84,000 105,000
400,000 24,000 48,000 72,000 96,000 120,000
450,000 27,000 54,000 81,000 108,000 135,000
500,000 30,000 60,000 90,000 120,000 150,000
550,000 33,000 66,000 99,000 132,000 165,000
600,000 36,000 72,000 108,000 144,000 180,000
650,000 39,000 78,000 117,000 156,000 195,000
700,000 42,000 84,000 126,000 168,000 210,500
</TABLE>
Dr. Harman is the only executive officer who has reached age sixty-five and
has fully vested retirement benefits under the Supplemental Plan.
The Supplemental Plan also entitles each participating officer to an
additional annual benefit, payable on the participating officer's normal
retirement date (age sixty-five), equal to thirty percent of the average cash
compensation paid to such officer during the preceding five-year period if
such officer terminates employment within three years of a Change in Control
(as defined in the Supplemental Plan). Further, in the event of a Change in
Control, a participating officer will become one hundred percent vested in
Supplemental Plan retirement benefits if, within three years after such Change
in Control, the Supplemental Plan is terminated, such officer's designation as
a participating officer is revoked or any participating officer's accrued or
projected benefits are eliminated or substantially reduced. The Supplemental
Plan also indemnifies participants for legal fees and expenses incurred to
enforce the Supplemental Plan following a Change in Control.
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<PAGE>
The Supplemental Plan provides for a pre-retirement death benefit for
participating executive officers. The amount of this benefit is equal to twice
the highest annual cash compensation, excluding bonuses, paid to the
participating executive officer during his employment with the Company. Dr.
Harman is not entitled to pre-retirement death benefits under the Supplemental
Plan.
Finally, the Supplemental Plan provides for termination benefits for each
participating officer who retires or terminates employment (whether
voluntarily or involuntarily) subsequent to age fifty-five, but prior to age
sixty-five with at least fifteen years of service. After fifteen years of
service, a participating officer is entitled to termination benefits equal to
fifteen percent of the average cash compensation (including bonuses) paid to
such officer during the five years prior to the termination of such officer's
employment. That percentage increases three percent for each additional year
of service, with a maximum benefit equal to thirty percent of such
compensation after twenty years of service.
The following table sets forth the annual termination benefits that would be
received under the Supplemental Plan at various compensation levels after the
specified years of service:
<TABLE>
<CAPTION>
YEARS OF SERVICE
---------------------------------------------------------------
REMUNERATION 15 16 17 18 19 20
- ------------ -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
$250,000 $ 37,500 $ 45,000 $ 52,500 $ 60,000 $ 67,500 $ 75,000
300,000 45,000 54,000 63,000 72,000 81,000 90,000
350,000 52,500 63,000 73,500 84,000 94,500 105,000
400,000 60,000 72,000 84,000 96,000 108,000 120,000
450,000 67,500 81,000 94,500 108,000 121,500 135,000
500,000 75,000 90,000 105,000 120,000 135,000 150,000
550,000 82,500 99,000 115,500 132,000 148,500 165,000
600,000 90,000 108,000 126,000 144,000 162,000 180,000
650,000 97,500 117,000 136,500 156,000 175,500 195,000
700,000 105,000 126,000 147,000 168,000 189,000 210,000
</TABLE>
Mr. Jacoby is the only executive officer with fifteen years of service and
fully vested termination benefits under the Supplemental Plan. Messrs. Girod
and Stapleton have nine years and eight years, respectively, of service with
the Company. On July 24, 1996, the Compensation and Option Committee modified
the above Supplemental Plan termination benefits for Messrs. Girod and
Stapleton as follows. Each were granted vested termination benefits equal to
ten percent of their respective average cash compensation (including bonuses)
for the five years prior to a termination of their employment. That percentage
increases two percent per year from July 24, 1996 until the maximum benefit of
thirty percent of such compensation is reached. All benefits payable under the
Supplemental Plan are subject to deductions for Social Security and Federal,
state and local taxes.
CERTAIN FAMILY RELATIONSHIPS
Thomas Jacoby, an executive officer of the Company, is the son-in-law of Dr.
Sidney Harman, Chairman and Chief Executive Officer of the Company.
20
<PAGE>
INDEPENDENT AUDITORS
KPMG Peat Marwick LLP served as the independent auditors of the Company for
the fiscal year ended June 30, 1996 and has been selected by the Board of
Directors to serve as the Company's independent auditors for the year ending
June 30, 1997. Representatives of the firm of KPMG Peat Marwick LLP are
expected to be present at the Meeting with the opportunity to make a
statement, if they desire to do so, and to be available to respond to
appropriate questions.
STOCKHOLDER PROPOSALS FOR 1997 ANNUAL MEETING
Stockholders who wish to submit a proposal for consideration at the 1997
Annual Meeting should submit the proposal in writing to the Company at 1101
Pennsylvania Avenue, N.W., Suite 1010, Washington, D.C. 20004. Proposals must
be received by the Company no later than May 23, 1997 for inclusion in next
year's proxy materials.
OTHER MATTERS
The Company will bear the cost of preparing and mailing the Proxy Statement,
form of proxy and other material that may be sent to stockholders in
connection with this solicitation. In addition to solicitations by mail,
officers and other employees of the Company may solicit proxies personally or
by telephone or facsimile.
The Board of Directors does not intend to present and knows of no others who
intend to present at the Meeting any matter of business other than those
matters set forth in the accompanying Notice of Annual Meeting of
Stockholders. However, if other matters properly come before the Meeting, it
is the intention of the persons named in the enclosed proxy card to vote the
proxy in accordance with their best judgment.
By Order of the Board of Directors
/s/ B. Girod
Bernard A. Girod
President, Chief Operating Officer,
Chief Financial Officer and
Secretary
Washington, D.C.
September 16, 1996
THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED JUNE 30, 1996,
AS FILED BY THE COMPANY WITH THE SECURITIES AND EXCHANGE COMMISSION, IS
AVAILABLE WITHOUT CHARGE TO EACH STOCKHOLDER UPON WRITTEN REQUEST TO
SANDRA
ROBINSON, VICE PRESIDENT-FINANCIAL OPERATIONS, HARMAN INTERNATIONAL
INDUSTRIES, INCORPORATED, 1101 PENNSYLVANIA AVENUE, N.W., SUITE 1010,
WASHINGTON, D.C. 20004.
21
<PAGE>
EXHIBIT A
HARMAN INTERNATIONAL INDUSTRIES, INCORPORATED
1992 INCENTIVE PLAN
1. PURPOSE. The purpose of this Plan is to attract and retain officers, key
employees and Non-Officer Directors for Harman International Industries,
Incorporated, a Delaware corporation (the "Company"), and its Subsidiaries and
to provide to such persons incentives and rewards for superior performance.
2. DEFINITIONS. As used in this Plan,
"Appreciation Right" means a right granted pursuant to Paragraph 5 of
this Plan.
"Board" means the Board of Directors of the Company.
"Committee" means the committee of the Board referred to in Paragraph 16
of this Plan.
"Common Stock" means the common stock, par value $0.01 per share, of the
Company or any security into which such Common Stock may be changed by
reason of any transaction or event of the type described in Paragraph 10 of
this Plan.
"Date of Grant" means the date specified by the Committee on which a
grant of Option Rights, Appreciation Rights or Performance Units or a grant
or sale of Restricted Stock shall become effective (which date shall not be
earlier than the date on which the Committee takes action with respect
thereto), including the date on which an automatic grant of Option Rights
to a Non-Officer Director becomes effective pursuant to section 8 of this
Plan.
"Effective Date" means November 10, 1992.
"Eligible Participant" means a person who is selected by the Committee to
receive benefits under this Plan and (a) who is at the time an officer or
key employee of the Company or any of its Subsidiaries, or (b) who has
agreed to commence serving in any of such capacities within 90 days of the
Date of Grant.
"Less-Than-80-Percent Subsidiary" means a Subsidiary with respect to
which the Company, directly or indirectly, owns or controls less than
eighty percent of the total combined voting or other decision-making power.
"Management Objectives" means the achievement objectives established
pursuant to Paragraph 7 of this Plan for Eligible Participants who have
received grants of Performance Units.
"Market Value Per Share" means the fair market value of the Common Stock
as determined by the Committee from time to time.
"Non-Officer Director" means a member of the Board who is not an officer
or employee of the Company or any Subsidiary.
"Optionee" means the optionee named in an agreement evidencing an
outstanding Option Right.
"Option Right" means the right to purchase a share of Common Stock upon
exercise of an option granted pursuant to Paragraph 4 of this Plan.
"Performance Period" means, in respect of a Performance Unit, a period of
time established pursuant to Paragraph 7 of this Plan within which the
Management Objectives relating to such Performance Unit are to be achieved.
"Performance Unit" means a unit equivalent to U.S. $100.00 awarded
pursuant to Paragraph 7 of this Plan.
"Restricted Stock" means shares of Common Stock granted or sold pursuant
to Paragraph 6 of this Plan as to which neither the substantial risk of
forfeiture nor the prohibition on transfers referred to therein has
expired.
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"Return on Consolidated Equity" means a fraction (expressed as a
percentage), the numerator of which is the net income of the Company as set
forth in the Company's audited consolidated financial statements and the
denominator of which is the Company's average shareholders' equity for the
fiscal year, as determined by adding the average shareholders' equity for
each quarter of the fiscal year, divided by four.
"Rule 16b-3" means Rule 16b-3 of the Securities and Exchange Commission
promulgated under Section 16 of the Securities Exchange Act of 1934, as
amended (or any successor rule to the same effect), as in effect from time
to time.
"Spread" means the excess of the Market Value Per Share of Common Stock
on the date when an Appreciation Right is exercised over the option price
provided for in the related Option Right.
"Subsidiary" means a corporation, partnership, joint venture,
unincorporated association or other entity in which the Company has a
direct or indirect ownership or other equity interest; provided, however,
for purposes of determining whether any person may be an Eligible
Participant for purposes of any grant of Incentive Stock Options,
"Subsidiary" means any corporation in which the Company owns or controls,
directly or indirectly, more than fifty percent of the total combined
voting power represented by all classes of stock issued by such
corporation.
3. SHARES AND UNITS AVAILABLE UNDER PLAN. The shares of Common Stock which
may be (a) sold or transferred upon the exercise of Option Rights or
Appreciation Rights, (b) awarded or sold as Restricted Stock and released from
substantial risks of forfeiture thereof or (c) transferred in payment of
Performance Units which have been earned, shall not exceed in the aggregate
2,200,000 shares, subject to adjustment as provided in Paragraph 10 of this
Plan. Such shares may be shares of original issuance or treasury shares or a
combination of the foregoing. Upon exercise of any Appreciation Rights, there
shall be deemed to have been transferred under this Plan the number of shares
of Common Stock covered by the related Option Rights, regardless of whether
such Appreciation Rights were paid in cash or in shares of Common Stock. No
more than 2,200,000 Performance Units will be paid in cash under this Plan.
4. OPTION RIGHTS. The Committee may, from time to time and upon such terms
and conditions as it may determine, grant to Eligible Participants options to
purchase shares of Common Stock. Without limiting the foregoing, each such
grant may utilize any or all of the authorizations, and shall be subject to
all of the limitations, contained in the following provisions:
(a) Each grant shall specify the number of shares of Common Stock to
which it pertains.
(b) Each grant shall specify an option price per share not less than the
Market Value Per Share on the Date of Grant.
(c) Each grant shall specify the form of consideration to be paid in
satisfaction of the option price and the manner of payment of such
consideration, which may include (i) cash in the form of currency or check
or other cash equivalent acceptable to the Company, (ii) shares of
nonforfeitable, unrestricted Common Stock, which are already owned by the
Optionee and have a value at the time of exercise that is equal to the
option price, (iii) any other legal consideration that the Committee may
deem appropriate, including without limitation any form of consideration
authorized under Section 4(d) below, on such basis as the Committee may
determine in accordance with this Plan and (iv) any combination of the
foregoing.
(d) On or after the Date of Grant of any Option Rights, the Committee may
determine that payment of the option price may also be made in whole or in
part in the form of Restricted Stock or other Common Shares that are
subject to risk of forfeiture or restrictions on transfer. Unless otherwise
determined by the Committee on or after the Date of Grant, whenever any
option price is paid in whole or in part by means of any of the forms of
consideration specified in this Section 4(d), the Common Stock received by
the Optionee upon the exercise of the Option Rights shall be subject to the
same risks of forfeiture or restrictions on transfer as those that applied
to the consideration surrendered by the Optionee; provided, however, that
such risks of forfeiture and restrictions on transfer shall apply only to
the same number of shares of Common Stock received by the Optionee as
applied to the forfeitable or restricted Common Stock surrendered by the
Optionee.
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<PAGE>
(e) Any grant may provide for deferred payment of the option price from
the proceeds of sale through a bank or broker of some or all of the Common
Stock to which the exercise relates.
(f) Successive grants may be made to the same Eligible Participant
whether or not any Option Rights previously granted to such Eligible
Participant remain unexercised.
(g) Each grant shall specify the period or periods of continuous service
by the Optionee with the Company or any Subsidiary which is necessary (as
consideration to the Company) before the Option Rights or installments
thereof will become exercisable.
(h) Option Rights granted under this Plan may be (i) options which are
intended to qualify under particular provisions of the Internal Revenue
Code of 1986, as amended from time to time ("Code"), (ii) options which are
not intended to so qualify, or (iii) combinations of the foregoing.
(i) No Option Right shall be exercisable more than ten years from the
Date of Grant.
(j) Each grant of Option Rights shall be evidenced by an agreement
executed on behalf of the Company by any officer and delivered to the
Optionee and containing such terms and provisions, consistent with this
Plan, as the Committee may approve, including providing for the
acceleration of any vesting period for such Option Rights in the event of a
change in control of the Company or other similar transaction or event.
(k) No Eligible Participant shall be granted Option Rights (or
Appreciation Rights in respect of Option Rights) for more than 300,000
shares of Common Stock in any one fiscal year of the Company, subject to
adjustments provided in Section 10 of this Plan.
5. APPRECIATION RIGHTS. The Committee may, from time to time and upon such
terms and conditions as it may determine, also grant to any Optionee
Appreciation Rights in respect of Option Rights granted hereunder. An
Appreciation Right shall be a right of the Optionee, exercisable by surrender
of the related Option Right, to receive from the Company an amount which shall
be determined by the Committee, and shall be expressed as a percentage of the
Spread (not exceeding one hundred percent) at the time of exercise. Without
limiting the foregoing, each such grant may utilize any or all of the
authorizations, and shall be subject to all of the limitations, contained in
the following provisions:
(a) Any grant may specify that the amount payable on exercise of an
Appreciation Right may be paid by the Company in cash, in shares of Common
Stock, or in any combination thereof, and may either grant to the Optionee
or retain in the Committee the right to elect among those alternatives;
provided, however, that if the right to elect among those alternatives is
granted to the Optionee, the Committee shall have sole discretion to
consent to or disapprove the Optionee's election to receive cash in full or
partial settlement of an Appreciation Right, which consent or disapproval
may be given at any time after the election to which it relates.
(b) Any grant may specify that the amount payable on exercise of an
Appreciation Right (valuing shares of Common Stock for this purpose at
their Market Value Per Share at the date of exercise) may not exceed a
maximum specified by the Committee at the Date of Grant.
(c) Any grant may specify waiting periods before exercise and permissible
exercise dates or periods, and shall provide that no Appreciation Right may
be exercised except at a time when the related Option Right is also
exercisable and at a time when the Spread is positive.
(d) Any grant may specify that an Appreciation Right may be exercised
only in the event of a change in control of the Company or other similar
transaction or event.
(e) Each grant may specify that the Committee may at any time amend,
suspend or terminate any notification or document evidencing Appreciation
Rights (provided that, in the case of an amendment, the amended
Appreciation Rights shall conform to the provisions of this Plan).
(f) Each grant of Appreciation Rights shall be evidenced by a
notification executed on behalf of the Company by any officer and delivered
to and accepted by the Optionee, which notification shall describe such
Appreciation Rights, identify the related Option Rights, state that such
Appreciation Rights are subject
A-3
<PAGE>
to all the terms and conditions of this Plan, and contain such other terms
and conditions, consistent with this Plan, as the Committee may approve.
6. RESTRICTED STOCK. The Committee may, from time to time and upon such
terms and conditions as it may determine, also grant or sell to Eligible
Participants Restricted Stock. Without limiting the foregoing, each such grant
or sale may utilize any or all of the authorizations, and shall be subject to
all of the limitations, contained in the following provisions:
(a) Each such grant or sale shall constitute an immediate transfer of the
ownership of shares of Common Stock to the Eligible Participant in
consideration of the performance of services, entitling such Eligible
Participant to voting, dividend and other ownership rights, but subject to
the substantial risk of forfeiture and restrictions on transfer hereinafter
referred to.
(b) Each such grant or sale may be made without additional consideration
or in consideration of a payment by such Eligible Participant that is less
than Market Value Per Share at the Date of Grant.
(c) Each such grant or sale shall provide that the shares of Restricted
Stock covered by such grant or sale shall be subject to a "substantial risk
of forfeiture" within the meaning of Section 83 of the Code and the
regulations of the Internal Revenue Service thereunder, for a period of
time of not less than three years, to be determined by the Committee on the
Date of Grant, and any grant or sale may provide for the earlier
termination of such period in the event of a change in control of the
Company or other similar transaction or event.
(d) Each such grant or sale shall provide that during the period for
which such substantial risk of forfeiture is to continue, the
transferability of the Restricted Stock shall be prohibited or restricted
in a manner and to the extent prescribed by the Committee at the Date of
Grant (which restrictions may include, without limiting the generality of
the foregoing, rights of repurchase or first refusal in the Company or
provisions subjecting the Restricted Stock to a continuing substantial risk
of forfeiture in the hands of any transferee).
(e) Each grant or sale of Restricted Stock shall be evidenced by an
agreement executed on behalf of the Company by any officer and delivered to
and accepted by the Eligible Participant and shall contain such terms and
conditions, consistent with this Plan, as the Committee may approve.
7. PERFORMANCE UNITS. The Committee may, from time to time and upon such
terms and conditions as it may determine, also grant Performance Units which
will become payable to an Eligible Participant upon achievement of specified
Management Objectives. Without limiting the foregoing, each such grant may
utilize any or all of the authorizations, and shall be subject to all of the
limitations, contained in the following provisions:
(a) Each grant shall specify the number of Performance Units to which it
pertains.
(b) The Performance Period with respect to each Performance Unit shall be
such period of time commencing with the Date of Grant as shall be
determined by the Committee at the time of grant.
(c) Each grant shall specify the Management Objectives that are to be
achieved by the Eligible Participant, which may be described in terms of
Company-wide objectives or objectives that are related to performance of
the division or Subsidiary in which such Eligible Participant is employed.
(d) Each grant shall specify a minimum acceptable level of achievement in
respect of the specified Management Objectives below which no payment will
be made and shall set forth a formula for determining the amount of payment
to be made if performance is at or above such minimum, but short of full
achievement of the Management Objectives.
(e) Each grant shall specify the time and manner of payment (whether in
cash, shares of Common Stock or a combination thereof) of Performance Units
which have been earned.
(f) The Committee may adjust Management Objectives and the related
minimum acceptable level of achievement if, in the sole judgment of the
Committee, events or transactions have occurred after the Date
A-4
<PAGE>
of Grant which are unrelated to the performance of the Eligible Participant
and result in distortion of the Management Objectives or the related
minimum.
(g) Any grant may specify that a Performance Unit may become payable in
the event of a change in control of the Company or other similar
transaction or event.
(h) Each grant of Performance Units shall be evidenced by a notification
executed on behalf of the Company by any officer and delivered to and
accepted by the Eligible Participant, which notification shall describe the
Performance Units, state that such Performance Units are subject to all the
terms and conditions of this Plan, and contain such other terms and
conditions, consistent with this Plan, as the Committee may approve.
8. AUTOMATIC GRANTS OF NONQUALIFIED STOCK OPTIONS TO NON-OFFICER
DIRECTORS. Non-Officer Directors may only receive grants or awards under this
Plan pursuant to the terms of this Section. If the Plan is approved by the
requisite vote of the stockholders of the Company, Option Rights shall be
automatically granted to Non-Officer Directors as follows:
(a) On the original Effective Date of this Plan (November 10, 1992), an
Option Right to purchase 5,000 shares of Common Stock shall be granted to
each person who immediately after the annual meeting on that date was an
incumbent Non-Officer Director for each of the five years preceding the
Effective Date, and an Option Right to purchase 3,000 shares of Common
Stock shall be granted to any other person who immediately after the annual
meeting on that date was an incumbent Non-Officer Director for less than
five years.
(b) With respect to each person who first becomes a Non-Officer Director
after the Effective Date of this Plan, an Option Right to purchase 3,000
shares of Common Stock shall be granted on the date such person first
becomes a Non-Officer Director.
(c) Immediately after each annual meeting following the Effective Date
(excluding the annual meeting held on the Effective Date), an Option Right
to purchase 2,500 shares of Common Stock shall be granted to each Non-
Officer Director for so long as he or she continues to be a Non-Officer
Director.
(d) In addition, Option Rights shall be automatically granted to each
Non-Officer Director at each annual meeting of the Company based on the
Company's Return on Consolidated Equity as follows: either (i) for a Return
on Consolidated Equity of at least nine percent but less than thirteen
percent, each Non-Officer Director shall receive an Option Right to
purchase 750 shares of Common Stock; or (ii) for a Return on Consolidated
Equity of thirteen percent or more, each Non-Officer Director shall receive
an Option Right to purchase 1,500 shares of Common Stock.
(e) Each such grant shall be evidenced by an agreement in such form as
shall be approved by the Committee, and shall be subject to the following
additional terms and conditions:
(i) The option price per share for which each such Option Right is
exercisable shall be 100 percent of the Market Value Per Share on the
Date of Grant.
(ii) Each such Option Right shall become exercisable to the extent of
one-fifth of the number of shares covered thereby one year after the
Date of Grant and to the extent of an additional one-fifth of such
shares after each of the next four successive years thereafter. Such
Option Rights shall become exercisable in full immediately in the event
of a change in control of the Company. Each such Option Right granted
under the Plan shall expire ten years from the Date of Grant and shall
be subject to earlier termination as hereinafter provided.
(iii) In the event of the termination of service on the Board by the
holder of any such Option Rights, other than by reason of disability or
death as set forth in subparagraph (iv) hereof, the then outstanding
Option Rights of such holder may be exercised only to the extent that
they were exercisable on the date of such termination and shall expire
90 days after such termination, or on their stated expiration date,
whichever occurs first.
(iv) In the event of the death or disability of the holder of any
such Option Rights, each of the then outstanding Option Rights of such
holder may be exercised at any time within one year after such death or
disability, but in no event after the expiration date of the term of
such Option Rights.
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<PAGE>
(v) If a Non-Officer Director subsequently becomes an officer or
employee of the Company or a Subsidiary while remaining a member of the
Board, any Option Rights then held under the Plan by such individual
shall not be affected thereby.
(vi) Option Rights may be exercised by a Non-Officer Director only
upon payment to the Company in full of the option price of the Common
Stock to be delivered. Such payment shall be made in cash or in Common
Stock previously owned by the optionee for more than six months, or in
a combination of cash and such Common Stock.
9. TRANSFERABILITY. Except as otherwise determined by the Committee, no
Option Right or Appreciation Right shall be transferable by an Optionee other
than by will or the laws of descent and distribution.
10. ADJUSTMENTS. The Committee may make or provide for such adjustments in
the numbers of shares of Common Stock covered by outstanding Option Rights and
Appreciation Rights granted hereunder, in the prices per share applicable to
such Option Rights and Appreciation Rights and in the kind of shares covered
thereby, as the Committee in its sole discretion, exercised in good faith, may
determine is equitably required to prevent dilution or enlargement of the
rights of Optionees that otherwise would result from (a) any stock dividend,
stock split, combination of shares, recapitalization or other change in the
capital structure of the Company, or (b) any merger, consolidation, spin-off,
reorganization, partial or complete liquidation, issuance of rights or
warrants to purchase securities, or (c) any other corporate transaction or
event having an effect similar to any of the foregoing. In the event of any
such transaction or event, the Committee may provide in substitution for any
or all outstanding grants or awards under this Plan such alternative
consideration as it may in good faith determine to be equitable under the
circumstances and may require in connection therewith the surrender of all
awards so replaced. Moreover, the Committee may on or after the Date of Grant
provide in the agreement evidencing any grant or award under this Plan that
the holder of the grant or award may elect to receive an equivalent grant or
award in respect of securities of the surviving entity of any merger,
consolidation or other transaction or event having a similar effect, or the
Committee may provide that the holder will automatically be entitled to
receive such an equivalent grant or award. The Committee may also make or
provide for such adjustments in the number of shares specified in Paragraph 3
of this Plan and in the number of shares under options granted automatically
pursuant to Section 8 of this Plan as the Committee in its sole discretion,
exercised in good faith, may determine is appropriate to reflect any
transaction or event described in the preceding sentence.
11. FRACTIONAL SHARES. The Company shall not be required to issue any
fractional share of Common Stock pursuant to this Plan. The Committee may
provide for the elimination of fractions or for the settlement of fractions in
cash.
12. WITHHOLDING TAXES. To the extent that the Company is required to
withhold federal, state, local or foreign taxes in connection with any payment
made or benefit realized by an Eligible Participant or other person under this
Plan, and the amounts available to the Company for such withholding are
insufficient, it shall be a condition to the receipt of such payment or the
realization of such benefit that the Eligible Participant or such other person
make arrangements satisfactory to the Company for payment of the balance of
such taxes required to be withheld. At the discretion of the Committee, such
arrangements may include relinquishment of a portion of such benefit. The
Company and any Participant or such other person may also make similar
arrangements with respect to the payment of any taxes with respect to which
withholding is not required.
13. PARTICIPATION BY EMPLOYEES OF A LESS-THAN-80-PERCENT SUBSIDIARY. As a
condition to the effectiveness of any grant or award to be made hereunder to
an Eligible Participant who is an employee of a Less-Than-80-Percent
Subsidiary, regardless whether such Eligible Participant is also employed by
the Company or another Subsidiary, the Committee may require the Less-Than-80-
Percent Subsidiary to agree to transfer to the Eligible Participant (as, if
and when provided for under this Plan and any applicable agreement entered
into between the Eligible Participant and the Less-Than-80-Percent Subsidiary
pursuant to this Plan) the Common Stock that would otherwise be delivered by
the Company upon receipt by the Less-Than-80-Percent Subsidiary of any
consideration then otherwise payable by the Eligible Participant to the
Company. Any such award may be
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<PAGE>
evidenced by an agreement between the Eligible Participant and the Less-Than-
80-Percent Subsidiary, in lieu of the Company, on terms consistent with this
Plan and approved by the Committee and the Less-Than-80-Percent Subsidiary.
All Common Stock so delivered by or to a Less-Than-80-Percent Subsidiary will
be treated as if they had been delivered by or to the Company for purposes of
Section 3 of this Plan, and all references to the Company in this Plan shall
be deemed to refer to the Less-Than-80-Percent Subsidiary except with respect
to the definitions of the Board and the Committee and in other cases where the
context otherwise requires.
14. CERTAIN TERMINATIONS OF EMPLOYMENT. Notwithstanding any other provision
of this Plan to the contrary, in the event of termination of employment by
reason of death or disability, or in the event of hardship or other special
circumstances, of an Eligible Participant who holds an Option Right that is
not immediately and fully exercisable, any Restricted Stock as to which the
substantial risk of forfeiture or the prohibition or restriction on transfer
has not lapsed, or any Performance Units that have not been fully earned, the
Committee may in its sole discretion take any action that it deems to be
equitable under the circumstances or in the best interests of the Company,
including without limitation waiving or modifying any limitation or
requirement with respect to any award under this Plan.
15. INTERNATIONAL EMPLOYEES. In order to facilitate the making of any grant
or combination of grants under this Plan, the Committee may provide for such
special terms for awards to Eligible Participants who are foreign nationals,
or who are employed by the Company or any Subsidiary outside of the United
States of America, as the Committee may consider necessary or appropriate to
accommodate differences in local law, tax policy or custom. Moreover, the
Committee may approve such supplements to, or amendments, restatements or
alternative versions of, this Plan as it may consider necessary or appropriate
for such purposes without thereby affecting the terms of this Plan as in
effect for any other purpose; provided, however, that no such supplements,
amendments, restatements or alternative versions shall include any provisions
that are inconsistent with the terms of this Plan, as then in effect, unless
this Plan could have been amended to eliminate such inconsistency without
further approval by the shareholders of the Company.
16. ADMINISTRATION OF THE PLAN.
(a) This Plan shall be administered by one or more committees of the Board,
as determined by the Board, each of which shall consist of not less than two
directors appointed by the Board who are "non-employee directors" under Rule
16b-3, except that, in the case of grants or awards to key employees, the
committee need not consist of "non-employee directors" under Rule 16b-3. Each
such committee shall be deemed the "Committee" hereunder with the limits of
its authority as prescribed by the Board. A majority of the Committee shall
constitute a quorum, and the action of the members of the Committee present at
any meeting at which a quorum is present, or acts unanimously approved in
writing, shall be the acts of the Committee.
(b) The interpretation and construction by the Committee of any provision of
this Plan or of any agreement, notification or document evidencing the grant
of Option Rights, Appreciation Rights, Restricted Stock or Performance Units
and any determination by the Board pursuant to any provision of this Plan or
of any such agreement, notification or document shall be final and conclusive.
No member of the Committee or the Board shall be liable for any such action or
determination made in good faith.
17. AMENDMENTS, ETC.
(a) This Plan may be amended from time to time by the Board, but without
further approval by the stockholders of the Company no such amendment shall
(i) increase the maximum number of shares specified in Paragraph 3 of this
Plan (except that adjustments authorized by Paragraph 10 of this Plan shall
not be limited by this provision), or (ii) amend the amount, price and timing
of Option Rights granted to Non-Officer Directors pursuant to Paragraph 8 of
this Plan (except that adjustments authorized by Paragraph 10 of this Plan
shall not be limited by this provision). In no event shall the provisions of
Paragraph 8 of the Plan relating to the amount, price or timing of Option
Rights be amended more than once every 6 months except to comport with changes
in the Code or the regulations thereunder.
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<PAGE>
(b) The Committee may, with the concurrence of the affected Optionee, cancel
or amend any agreement evidencing Option Rights granted under this Plan. The
Committee shall not, without the further approval of the stockholders of the
Company, authorize the amendment of any outstanding Option Right to reduce the
option price or authorize the amendment of any outstanding Appreciation Right
to reduce the base price. Furthermore, no Option Right or Appreciation Right
shall be cancelled by agreement between the Company and Eligible Participant
and replaced with an award having a lower option price or base price without
the further approval of the stockholders of the Company.
(c) The Committee may, in its sole discretion, accelerate the time at which
any Option Right or Appreciation Right may be exercised or the time at which
any Performance Units will be deemed to have been fully earned. The Committee
may not, however, accelerate the time at which any substantial risk of
forfeiture or prohibition or restriction on transfer relating to any grant or
sale of Restricted Stock will lapse, without further approval of the
stockholders of the Company, except that such grant or sale may provide for
the earlier termination of such period in the event of a change in control of
the Company or other similar transaction or event.
(d) In the event an Optionee shall intentionally commit an act materially
inimical to the interests of the Company or any Subsidiary and the Committee
in its sole discretion, exercised in good faith, shall so find,
notwithstanding any other provision in this Plan the Committee may terminate
as of the time of such act any Option Rights or other benefits under this Plan
granted such Optionee.
(e) This Plan shall not confer upon any Eligible Participant any right with
respect to continuance of employment or other service with the Company or any
Subsidiary, nor shall it interfere in any way with any right the Company or
any Subsidiary would otherwise have to terminate such Eligible Participant's
employment or other service at any time.
18. TERMINATION DATE. No Option Rights shall be granted under this Plan
subsequent to November 9, 2002. Option Rights outstanding subsequent to
November 9, 2002 shall continue to be governed by the provisions of this Plan.
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<PAGE>
(PROXY CARD)
HARMAN INTERNATIONAL INDUSTRIES, INCORPORATED
ANNUAL MEETING OF STOCKHOLDERS -- NOVEMBER 13, 1996
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Bernard A. Girod and Gregory D. Henry and
each of them as Proxies and authorizes them to represent and vote all the
shares of Common Stock of Harman International Industries, Incorporated that
the undersigned may be entitled to vote at the Annual Meeting of Stockholders
to be held on November 13, 1996 and at any adjournment thereof, as designated
for the items set forth on the reverse side hereof and in the Notice of Annual
Meeting of Stockholders and the Proxy Statement dated September 16, 1996.
IF PROPERLY EXECUTED, THIS PROXY WILL BE VOTED AS SPECIFIED ON THE REVERSE
SIDE HEREOF OR, IF NOT SPECIFIED, WILL BE VOTED FOR THE TWO NOMINEES IN ITEM 1
AND FOR THE PROPOSAL IN ITEM 2. IN THEIR DISCRETION, THE PROXIES ARE
AUTHORIZED
TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING
OR ANY
ADJOURNMENT THEREOF. AT THIS TIME, MANAGEMENT KNOWS OF NO SUCH OTHER
BUSINESS.
(CONTINUED AND TO BE SIGNED ON THE REVERSE SIDE)
- --------------------------------------------------------------------------------
FOLD AND DETACH HERE
<PAGE>
PLEASEMARK
YOUR VOTES
AS THIS [x]
<TABLE>
<CAPTION>
The Board of Directors recommends a vote FOR the election of the Directors set forth below and FOR the
proposal in Item 2.
<S> <C>
1. Election of Dr. Sidney Harman and (Instruction: To withhold authority to vote for any individual
Shirley M. Hufstedler as Directors nominee, strike a line through the nominee's name.)
FOR both WITHHOLD vote
nominees for both nominees
[_] [_]
FOR AGAINST ABSTAIN
2. Proposal to amend and [_] [_] [_]
restate the 1992 Incentive
Plan.
Please date and sign exactly as the name appears herein and return
this proxy in the enclosed envelope. Persons signing as executors,
administrators, trustees, etc. should so indicate. If shares are held
jointly, each joint owner should sign. In the case of a corporation
or partnership, the full name of the organization should be used and
the signature should be that of a duly authorized officer or partner.
Dated:___________________________________________, 1996
-------------------------------------------------------
Signature
-------------------------------------------------------
Signature (if held jointly)
</TABLE>
- --------------------------------------------------------------------------------
FOLD AND DETACH HERE
HARMAN INTERNATIONAL INDUSTRIES, INCORPORATED
YOUR VOTE IS IMPORTANT TO THE COMPANY
PLEASE SIGN AND RETURN YOUR PROXY BY
TEARING OFF THE TOP PORTION OF THIS SHEET
AND RETURNING IT IN THE ENCLOSED POSTAGE-PAID ENVELOPE
