<PAGE>
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
<TABLE>
<S> <C>
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
</TABLE>
HARMAN INTERNATIONAL INDUSTRIES, INCORPORATED
--------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1) Title of each class of securities to which transaction applies:
--------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
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(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:
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(5) Total fee paid:
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[ ] 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.:
--------------------------------------------------------------------------------
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(4) Date filed:
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<PAGE>
[HARMAN INTERNATIONAL LOGO]
HARMAN INTERNATIONAL
INDUSTRIES, INCORPORATED
1101 Pennsylvania Avenue, N.W.,
Suite 1010
Washington, D.C. 20004
September 11, 2000
Dear Harman International Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders to
be held on Thursday, November 9, 2000 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 other action to be taken is presented in the following Notice
of Annual Meeting of Stockholders and Proxy Statement.
In addition to presenting formal items of business, management will report
at the meeting on our Company's operations during fiscal year 2000. The report
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 you hold. To ensure representation of your shares,
please sign, date and return the enclosed proxy card promptly.
We look forward to seeing you on November 9th.
Sincerely,
/s/ Sidney Harman
Sidney Harman
Executive Chairman
<PAGE>
[HARMAN INTERNATIONAL LOGO]
HARMAN INTERNATIONAL INDUSTRIES, INCORPORATED
------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
NOVEMBER 9, 2000
------------------------
The 2000 Annual Meeting of Stockholders of Harman International Industries,
Incorporated ("Company") will be held at Chase Manhattan Bank, 270 Park Avenue,
New York, New York on November 9, 2000 at 11:00 a.m. for the following purposes:
(1) To elect three directors, each to serve for a three-year term
expiring at the 2003 Annual Meeting of Stockholders;
(2) To amend the Company's Restated and Amended Certificate of
Incorporation to increase the number of authorized shares of the
Company's Common Stock; and
(3) To transact other business that properly comes before the meeting.
Stockholders of record as of the close of business on September 11, 2000
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 describe your needs on the enclosed
proxy card.
By Order of the Board of Directors
/s/ Frank Meredith
Frank Meredith
Secretary
Washington, D.C.
September 11, 2000
IMPORTANT
WHETHER OR NOT YOU PLAN TO ATTEND IN PERSON, PLEASE VOTE BY SIGNING, DATING AND
RETURNING THE ENCLOSED PROXY AS SOON AS POSSIBLE USING 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 provides you with information in connection with the
solicitation of proxies by the Board of Directors ("Board") of Harman
International Industries, Incorporated ("Company") for use at the 2000 Annual
Meeting of Stockholders or any adjournment ("Meeting"). This Proxy Statement
also provides you with information you will need in order to consider and to act
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 11, 2000.
Holders of record of the Company's common stock ("Common Stock"), as of the
close of business on September 11, 2000 are entitled to vote at the Meeting.
Each stockholder of record as of that date will be entitled to one vote for each
share of Common Stock held. On September 11, 2000, there were 18,797,547 shares
of Common Stock outstanding, of which 16,299,447 shares were voting and
2,568,100 shares were non-voting treasury shares.
You cannot vote your shares of Common Stock at the Meeting unless you are
present or represented by proxy. You may revoke your proxy at any time prior to
the vote at the Meeting by (a) giving written notice revoking your proxy, or
delivering a new proxy, to the Company at the above address, or (b) voting in
person at the Meeting.
All properly executed proxies, unless revoked in accordance with the
preceding instructions, will be voted at the Meeting in accordance with the
directions in the proxy. With respect to the election of three Directors to
serve until the 2003 Annual Meeting, stockholders voting by proxy may vote in
favor of all of the nominees, may withhold their vote for all of the nominees or
may withhold their vote as to a specific nominee. With respect to the proposal
to increase the number of authorized shares of Common Stock, stockholders voting
by proxy may vote in favor of or against the proposal or may abstain.
If no specific instructions for the matters to be acted upon at the Meeting
are given in a properly executed proxy, the shares of Common Stock represented
by the proxy will be voted (i) FOR the election of the three nominees for
Director listed under the caption "Election of Directors," and (ii) FOR the
adoption of the proposed amendment of the Company's Restated and Amended
Certificate of Incorporation to increase the number of authorized shares of
Common Stock as described under the caption "Increase in the Number of
Authorized Shares of Common Stock."
In order to validly conduct business at the Meeting, a majority of the
outstanding shares of Common Stock must be represented in person or by proxy at
the Meeting. Abstentions and non-votes are counted as being represented at the
Meeting.
<PAGE>
ELECTION OF DIRECTORS
(ITEM 1 ON PROXY CARD)
Three Directors will be elected at the Meeting. This section contains
information relating to the three nominees for Director and the Directors whose
terms of office extend beyond the Meeting. The nominees for Director, if
elected, will serve for a three-year term expiring at the 2003 Annual Meeting.
The Board expects that the nominees will be available for election at the time
of the Meeting. If, for any reason, a nominee should become unavailable for
election the shares of Common Stock voted "FOR" that nominee by proxy will be
voted for a substitute nominee designated by the Board, unless the Board reduces
the number of Directors.
The candidates for Directors will be elected by the affirmative vote of a
plurality of the shares of Common Stock actually voted in person or by proxy at
the Meeting. Any action other than a vote "FOR" a nominee Director (including
abstentions and broker non-votes) will be counted as a vote against the nominee.
The Board recommends a vote "FOR" election of all of the nominees.
NOMINEES TO BE ELECTED AT THE MEETING
Gregory P. Stapleton, age fifty-four, has been President of the Company
since July 2000, Chief Operating Officer of the Company since 1998 and a
Director of the Company since 1997. Mr. Stapleton also served as President of
the Company's OEM Group from 1987 to 1998. Prior to his association with the
Company, he was Senior Vice President of General Electric Venture Capital
Corporation from 1986 to 1987 and was General Manager, Industrial Products
Section, in the Factory Automation Products Division of General Electric
Corporation from 1982 to 1985.
Edward H. Meyer, age seventy-three, has been a Director of the Company
since 1990. Mr. Meyer has been the Chairman of the Board, Chief Executive
Officer and President of Grey Global Group, Inc., New York, New York since 1970.
Mr. Meyer also serves as a Director for Ethan Allen Interiors, Inc.
Stanley A. Weiss, age seventy-three, has been a Director of the Company
since 1997. From 1991 to 1997, Mr. Weiss served as Chairman of American Premier,
Inc., a private mining, refractories, chemicals and mineral processing company.
Prior to that he was Chairman and President of American Minerals. Mr. Weiss is
also founder and Chairman of Business Executives for National Security (BENS).
DIRECTORS WHOSE TERMS EXTEND BEYOND THE MEETING
Sidney Harman, Ph.D., age eighty-two, has been Executive Chairman of the
Board since July 2000 and has served as Chairman of the Board and as a Director
of the Company since the Company's founding in 1980. Dr. Harman also served as
Chief Executive Officer of the Company from 1980 to 1998. Dr. Harman served as
Deputy Secretary of Commerce of the United States from 1977 through 1978. His
current term as a Director expires at the 2002 Annual Meeting.
Bernard A. Girod, age fifty-eight, has been Vice Chairman of the Board
since July 2000, Chief Executive Officer of the Company since 1998 and a
Director of the Company since 1993. Mr. Girod also served as President of the
Company from 1994 to 1998, Chief Operating Officer of the Company from 1993 to
1998, Secretary of the Company from 1992 to 1998 and Chief Financial Officer of
the Company from 1986 to 1995 and from 1996 to 1997. Mr. Girod's term as a
Director expires at the 2001 Annual Meeting.
2
<PAGE>
Shirley Mount Hufstedler, age seventy-five, has been a Director of the
Company since September 1986. Ms. Hufstedler has been in private law practice
for the past eighteen years. Since 1995, she has been with the law firm of
Morrison & Foerster, LLP and from 1981 to 1995 was with the firm of Hufstedler &
Kaus. 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. Ms. Hufstedler is Director Emeritus of US West, Inc. and
Hewlett-Packard Company. Her term as a Director expires at the 2002 Annual
Meeting.
Ann McLaughlin, age fifty-eight, has been a Director of the Company since
1995. She served as Secretary of Labor of the United States from 1987 until
1989. Ms. McLaughlin is a Director of AMR Corporation (and its subsidiary,
American Airlines), Donna Karan International Inc., Fannie Mae, Host Marriott
Corporation, Kellogg Company, Microsoft Corporation, Nordstrom, Inc. and Vulcan
Materials Company. She is a current Director and a past Chairman of the Aspen
Institute, and is also a member of the Board of Overseers of the Wharton School
of the University of Pennsylvania. Her term as a Director expires at the 2001
Annual Meeting.
3
<PAGE>
INCREASE IN THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK
(ITEM 2 ON PROXY CARD)
The Board adopted a resolution to amend the Company's Restated and Amended
Certificate of Incorporation ("Proposed Amendment") to increase the number of
authorized shares from 55,000,000 shares, consisting of 50,000,000 shares of
Common Stock having a par value of $.01 per share and 5,000,000 shares of
preferred stock having a par value of $.01 per share ("Preferred Stock"), to
105,000,000 shares, consisting of 100,000,000 shares of Common Stock and
5,000,000 shares of Preferred Stock.
As of September 11, 2000, 18,797,547 shares of Common Stock were issued and
outstanding and 3,230,913 shares of Common Stock were reserved for issuance upon
the exercise of outstanding stock options. The Company's authorized but unissued
Preferred Stock may be issued with such rights, preferences and limitations as
the Board may determine from time to time. As of August 1, 2000, no shares of
Preferred Stock were issued and outstanding.
On August 16, 2000, the Company announced a two-for-one stock split as
approved by the Board. The stock split is scheduled to take effect on or about
September 19, 2000, after the date of this Proxy Statement. Following the stock
split, it is anticipated that the Company will have 44,056,920 shares of Common
Stock issued and outstanding and reserved for issuance. The Board believes that,
if the number of authorized shares is not increased, there may be insufficient
authorized Common Stock for further stock dividends, further stock splits,
further stock and option grants, future acquisitions, future transactions,
convertible debt and equity financing and other general corporate purposes. In
order to assure greater flexibility in the conduct of business and sufficient
room for the Company's growth, the Board proposes to double the number of
authorized shares of Common Stock from 50,000,000 to 100,000,000. The Company
has no immediate plans, agreements or commitments concerning the proposed
additional shares of Common Stock. However, the Board believes that if proposed
increases were to be postponed, the delay and expense incident to obtaining
stockholder approval at a critical time could significantly impair the Company's
ability to consummate an acquisition, meet financing or other objectives, or
issue a stock dividend.
If the Proposed Amendment is approved and adopted, the additional
authorized shares of Common Stock will have the same voting and other rights as
existing shares of Common Stock. The Board will not seek any further stockholder
approval concerning the additional authorized shares of Common Stock unless
required by law or by a stock exchange where the shares are listed.
The Board proposes that the first sentence of Article FOURTH of the
Company's Restated and Amended Certificate of Incorporation be revised as
follows (underscoring indicates additions and brackets indicates deletions):
FOURTH: (a) The total number of shares of capital stock which the
Corporation is authorized to issue is 105,000,000 [55,000,000] shares,
consisting of 5,000,000 shares of Preferred Stock, of the par value $0.01
per share (the "Preferred Stock"), and 100,000,000 [50,000,000] shares of
Common Stock, of the par value $0.01 per share (the "Common Stock").
The adoption of the Proposed Amendment will require the affirmative vote of
the holders of a majority of the outstanding shares of the Common Stock.
The Board recommends a vote "FOR" adoption of the proposed amendment to the
Company's Restated and Amended Certificate of Incorporation.
4
<PAGE>
THE BOARD, ITS COMMITTEES AND ITS COMPENSATION
The Board held five meetings during fiscal year 2000. The Board has three
standing committees: the Executive Committee, the Audit Committee and the
Compensation and Option Committee ("Compensation Committee"). Since the Company
does not have a standing committee on nominations, the full Board nominates
candidates for Director. Each Director attended at least 75% of the meetings of
the Board and the committees on which he or she served, except for Mr. Weiss who
attended 63% of these meetings.
The Executive Committee, consisting of Dr. Harman and Messrs. Girod and
Stapleton, held one formal meeting during fiscal year 2000. The Executive
Committee is empowered to exercise all power and authority of the Board in the
management of the business affairs of the Company when the full Board is not in
session, except for matters not permitted to be delegated to it under the
Company's Restated and Amended Certificate of Incorporation or By-Laws.
The Audit Committee, consisting of Mr. Meyer, Mr. Weiss, Ms. Hufstedler and
Ms. McLaughlin, held three meetings during fiscal year 2000. The Audit Committee
reviews, along with Company management, the internal auditors and the
independent auditors, the financial reports and other financial information
provided by the Company to governmental bodies or to the public; it monitors the
Company's financial reporting process and internal control system; and it
recommends independent auditors for the Board's approval.
The Compensation Committee, consisting of Ms. Hufstedler and Mr. Weiss,
held three meetings during fiscal year 2000. The Compensation Committee
establishes compensation each year for all of the executive officers, and it
reviews these matters with the Executive Chairman and Chief Executive Officer.
The Board has delegated to the Compensation Committee authority to decide
certain matters relating to the Company's Key Executive Officers Incentive Plan,
1992 Incentive Plan ("1992 Incentive Plan") and retirement plans.
The Company does not pay fees to Directors who are officers of the Company
or its subsidiaries. Non-officer Directors receive an annual fee of $35,000 plus
$1,500 for each committee meeting attended on a day other than the day of a
Board meeting. The Company reimburses all Directors for expenses incurred for
attending meetings.
The 1992 Incentive Plan provides that each non-officer Director who served
during the prior fiscal year and continues to serve on the Board will receive an
option to purchase 3,000 shares of Common Stock at the time of each Annual
Meeting. Each non-officer Director is eligible for an additional option to
purchase 750 shares of Common Stock if the Company achieves a return on
consolidated equity for the prior fiscal year of at least 9% but less than 13%,
or an additional option to purchase 1,500 shares of Common Stock if the Company
achieves a return on consolidated equity of 13% or more. The exercise price of
the options is the fair market value of the Common Stock on the date of grant.
Each option vests at a rate of 20% per year and expires ten years from the date
of grant. At the time of the 1999 Annual Meeting, each non-officer Director
received options to purchase 3,000 shares of Common Stock; but they did not
receive additional options because the Company did not achieve a return on
consolidated equity for fiscal year 1999 of at least 9%. It is anticipated that
Ms. Hufstedler, Ms. McLaughlin, Mr. Meyer and Mr. Weiss will each receive
options to purchase 3,000 shares and, because the Company achieved a return on
consolidated equity of 15.2% for fiscal year 2000, additional options to
purchase 1,500 shares.
5
<PAGE>
To reflect his full engagement in all aspects of the Company's business,
Dr. Harman was named Executive Chairman of the Board as of July 1, 2000. Mr.
Girod was named Vice Chairman of the Board to reflect his key role at the
Company. In addition to his role as Chief Operating Officer, Mr. Stapleton was
named President of the Company; and Mr. Meredith, in addition to his role as
Chief Financial Officer, was named Executive Vice President.
6
<PAGE>
REPORT OF THE COMPENSATION COMMITTEE
The Compensation Committee implements the Company's executive compensation
program pursuant to authority delegated by the Board. As part of its
responsibilities, the Compensation Committee establishes the compensation of the
Company's executive officers and administers the Company's stock incentive
awards to executive officers. The Compensation Committee is comprised of Ms.
Hufstedler and Mr. Weiss, both of whom are outside, non-employee Directors.
EXECUTIVE COMPENSATION PROGRAM
The Company must attract and retain people who have demonstrated superior
skills and experience and incentivize them by rewarding outstanding individual
performance. The key elements of the Company's executive compensation program
are (a) base salaries determined in light of competitive pay analysis and the
executive's performance during the prior fiscal year; (b) cash bonus awards tied
to either targeted returns on stockholder equity or to Company and individual
performance during the prior fiscal year; and (c) grants of stock options to
align the interests of management with those of stockholders.
SALARY. Base salaries are established in light of both competitive pay
data and performance review. The Company's competitive pay structure is built by
reference to market data and performance is reviewed at the end of the each
fiscal year.
In July 1999, the Compensation Committee reviewed the Company's results of
operations for fiscal year 1999 and competitive pay practices data. Some of the
data were from surveys furnished by outside compensation consulting firms of
compensation practices of companies in the electrical and electronics industries
and of companies similar in size to the Company. The survey group differs from
the comparison group used in the Company's stock performance graph (see "Stock
Price Performance Graph") because the Compensation Committee believes that the
survey group offers more reliable information on compensation practices and
better represents competitors for executive officer candidates. Consistent with
the Company's past practice, the Compensation Committee sought to establish base
salaries for fiscal year 2000 at the 50th-75th percentile of base salaries for
the survey group of companies.
BONUS AWARDS. Cash bonus awards are made pursuant to the Key Executive
Officers Incentive Plan when specific returns on stockholder equity, as
determined by the Compensation Committee for the given fiscal year, are met.
Amounts awarded under the Key Executive Officers Incentive Plan are intended to
constitute qualified "performance-based compensation" for tax purposes. The
targeted return on stockholder equity for fiscal year 2000 of 10% was met; and
in August 2000, the Compensation Committee approved bonus awards under the Key
Executive Officers Incentive Plan for Dr. Harman and Messrs. Girod, Stapleton
and Meredith.
If no bonus awards are made under the Key Executive Officers Incentive
Plan, discretionary bonuses may be awarded based on the financial and
operational performance of the Company and the executive officer's achievements
as measured against specific performance objectives. Performance objectives vary
from officer to officer but normally include business unit financial objectives
(such as sales growth targets), other non-financial business objectives (such as
timely introduction of new products) and personal development objectives (such
as effective interaction with other business units). The Executive Chairman may
recommend that the Compensation Committee authorize discretionary bonuses based
on performance in these areas.
EQUITY BASED COMPENSATION. The Company's stock option program is designed
to increase share value by aligning executive officers' long-term interests with
those of the stockholders.
7
<PAGE>
Executive officers and other key employees are eligible to participate in the
program. The Executive Chairman makes recommendations to the Compensation
Committee based upon an assessment of the officer's performance and a need for
further long-term performance incentives. The Compensation Committee believes
that equity incentives for key executive officers align management's and
stockholders' objectives and are in the best interests of the Company.
FISCAL YEAR 2000 COMPENSATION FOR THE EXECUTIVE CHAIRMAN AND THE CHIEF EXECUTIVE
OFFICER
SALARY. During fiscal year 2000, Dr. Harman was paid a base salary of
$850,000, and Mr. Girod was paid a base salary of $725,000. These salaries were
based on their leadership in creating the proper corporate environment and
structure for accelerated growth in sales, earnings and share value and the
positive results during fiscal year 2000.
BONUS. Because the targeted return on equity under the Key Executive
Officers Incentive Plan was achieved for the year, Dr. Harman and Mr. Girod were
each awarded a bonus in the amount of $750,000 by the Compensation Committee
under the Key Executive Officers Incentive Plan.
EQUITY BASED COMPENSATION. Although not awarded in fiscal year 2000, in
August 2000 the Compensation Committee granted options to each of Dr. Harman and
Mr. Girod to purchase 50,000 shares of Common Stock, at an exercise price of
$62.75 per share, the fair market value of the Common Stock on the date of the
grant of the options. (See "Summary Compensation Table" for options granted to
Dr. Harman and Mr. Girod during fiscal year 2000 and disclosed in last year's
Proxy Statement.)
OPTION GRANTS TO OTHER KEY EMPLOYEES
In August 2000, the Compensation Committee granted options to purchase
50,000 shares of Common Stock to each of Messrs. Stapleton and Meredith at an
exercise price of $62.75 per share, the fair market value on the date of the
grant of the options. In 1999, the Compensation Committee also approved the
grant of options to purchase 7,500 shares of Common Stock to Mr. Palin at an
exercise price of $46.875 per share, the fair market value of the Common Stock
on the date of the grant of the options.
STATUS OF REPORT
The foregoing report on 2000 Executive Compensation provided by the
Compensation Committee 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 Securities Exchange Act of 1934, as amended.
Shirley Mount Hufstedler
Stanley A. Weiss
8
<PAGE>
COMPENSATION OF EXECUTIVE OFFICERS
SUMMARY COMPENSATION TABLE
The following table discloses compensation received by the Company's
Executive Chairman, the Chief Executive Officer and the other three most highly
paid executive officers for the three fiscal years ending June 30, 1998, 1999
and 2000:
<TABLE>
<CAPTION>
ANNUAL
COMPENSATION LONG TERM COMPENSATION
------------------- --------------------------
OPTIONS
FISCAL GRANTED ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS (SHARES) COMPENSATION(1)
--------------------------- ------ -------- -------- -------- ---------------
<S> <C> <C> <C> <C> <C>
Sidney Harman 2000 $850,000 $750,000(2) 50,000 $12,000
Executive Chairman of the 1999 850,000 425,000 -- 12,000
Board 1998 850,000 375,000(3) -- 11,500
Bernard A. Girod 2000 725,000 750,000(2) 50,000 12,000
Vice Chairman of the Board 1999 583,333 425,000 120,000 12,000
and Chief Executive Officer 1998 500,000 275,000 40,000 11,500
Gregory P. Stapleton 2000 604,166 750,000(2) 50,000 12,800
President and 1999 498,077 425,000 100,000 12,800
Chief Operating Officer 1998 400,000 350,000 40,000 12,300
Frank Meredith 2000 433,333 450,000(2) 50,000 12,000
Executive Vice President and 1999 341,667 250,000 80,000 12,000
Chief Financial Officer 1998 300,000 150,000 10,000 11,500
William Palin(4) 2000 260,722 91,038 7,500 25,378
Vice President -- Controller 1999 246,960 63,092 5,000 24,037
1998 230,538 58,370 5,000 23,074
</TABLE>
------------
(1) For Dr. Harman and Messrs. Girod, Stapleton and Meredith, the amounts shown
as All Other Compensation represent Company contributions into the Company's
Retirement Savings Plan. For Mr. Palin, the amounts represent Company
contributions to his Personal Pension Scheme, a defined contribution plan
established under the laws of the United Kingdom.
(2) Paid pursuant to the Company's Key Executive Officers Incentive Plan.
(3) Paid pursuant to the Company's Chief Executive Officer Incentive Plan.
(4) Mr. Palin's salary compensation and contributions to his Personal Pension
Scheme were converted from British Pounds Sterling to U.S. Dollars using
average exchange rates for the periods covered and his bonus compensation
was converted at the exchange rate on the date the bonus was awarded.
9
<PAGE>
OPTION GRANTS IN LAST FISCAL YEAR
The following table shows grants of stock options under the 1992 Incentive
Plan to the named executive officers during fiscal year 2000.
<TABLE>
<CAPTION>
PERCENT OF
TOTAL OPTIONS
NUMBER OF GRANTED TO GRANT DATE
OPTIONS EMPLOYEES IN EXERCISE PRICE PRESENT
NAME GRANTED FISCAL YEAR ($/SHARE) EXPIRATION DATE VALUE(2)
---- --------- ------------- -------------- --------------- ----------
<S> <C> <C> <C> <C> <C>
Sidney Harman(1).......... 50,000 10% $44.00 7/30/09 $919,464
Bernard A. Girod(1)....... 50,000 10% 44.00 7/30/09 919,464
Gregory P. Stapleton(1)... 50,000 10% 44.00 7/30/09 919,464
Frank Meredith(1)......... 50,000 10% 44.00 7/30/09 919,464
William Palin(3).......... 7,500 2% 46.875 11/9/09 146,931
</TABLE>
---------------
(1) Represents stock options granted on July 30, 1999 under the 1992 Incentive
Plan. The exercise price of the option is equal to the fair market value of
the Common Stock on the date of grant. Commencing one year from date of
grant, the options vest annually at a rate of 20%.
(2) Based on the Black-Scholes option price 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 $0.20 per share; an estimated risk-free interest rate of
6.84%; an estimated volatility of 34%; and an option term of 2.28 years
representing the estimated period from time of vesting until exercise of the
options. There is no assurance that the actual value realized by an
executive officer will equal the amount estimated based upon the
Black-Scholes option pricing model.
(3) Represents stock options granted on November 9, 1999 under the 1992
Incentive Plan. The exercise price of the option is equal to the fair market
value of the Common Stock on the date of grant. Commencing one year from the
date of grant, the options vest annually at a rate of 20%.
OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION VALUES
For each of the named executive officers, the following table shows stock
options exercised during fiscal year 2000 and the value of unexercised options
as of June 30, 2000.
<TABLE>
<CAPTION>
NUMBER NUMBER OF UNEXERCISED VALUE OF UNEXERCISED
OF SHARES OPTIONS AT FISCAL IN-THE-MONEY OPTIONS AT
ACQUIRED YEAR-END FISCAL YEAR-END
ON VALUE --------------------------- ---------------------------
NAME EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- --------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Sidney Harman........ -- -- 572,250 50,000 $18,234,612 $ 850,000
Bernard A. Girod..... -- -- 88,850 166,000 1,881,125 3,229,500
Gregory P.
Stapleton.......... 4,050 $109,302 82,000 152,700 1,726,575 2,946,875
Frank Meredith....... 5,250 99,325 35,200 112,300 724,375 2,152,500
William Palin........ -- -- 8,550 16,100 181,900 260,625
</TABLE>
10
<PAGE>
DEFERRED COMPENSATION PLAN
The Company's Deferred Compensation Plan ("Deferred Compensation Plan")
provides supplemental retirement benefits for executive officers designated by
the Deferred Compensation Plan's administrative committee, the members of which
are appointed by the Board. Prior to the beginning of each fiscal year, each
participant may elect to defer up to 100% of annual base salary and bonus on a
pre-tax basis to a deferral account. These amounts are always fully vested,
subject to a 10% penalty on any unscheduled withdrawals. The Company may decide
to make contributions on a pre-tax basis to a participant's company contribution
account, subject to a vesting schedule. In the event of a change in control, all
of a participant's accounts vest immediately and the Company indemnifies the
participant for any expense incurred in enforcing the participant's rights.
Participants specify that portions of their accounts are deemed invested in
designated benchmark funds. The Company credits earnings to the accounts based
on the rate of return of the designated funds. Upon retirement or termination of
employment other than due to death, participants may receive their account
balances in the form of a lump sum payment or in annual installments. In the
event of death prior to the commencement of benefits or during payment of
installments, the balances in a participant's vested accounts as of the date of
death are payable to the beneficiaries.
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
The Company's Supplemental Executive Retirement Plan ("Supplemental Plan")
provides supplemental retirement, termination and death benefits to key
executive officers designated by the Board. Dr. Harman and Messrs. Girod,
Stapleton and Meredith have been designated as Supplemental Plan participants.
Dr. Harman has 20, Mr. Girod 13, Mr. Stapleton 12 and Mr. Meredith 15 years of
service credited under the Supplemental Plan. All Supplemental Plan benefits are
subject to deductions for Social Security and Federal, state and local taxes.
RETIREMENT BENEFITS. Retirement benefits are based on the average of the
participant's highest cash compensation (base salary and bonus) during any 5
consecutive years ("Average Cash Compensation"). A participant retiring at age
sixty-five or older receives an annual retirement benefit equal to 3 1/3% of
Average Cash Compensation per year of service up to a maximum of 50%. If a
participant's employment is terminated within 3 years after a change in control,
the participant vests with maximum retirement benefits regardless of age or
years of service and the Company indemnifies the participant for any expense
incurred in enforcing the participant's rights. Unless another form of payment
is approved by the Supplemental Plan committee, appointed by the Board, benefits
are payable monthly in the form of a life annuity. If the participant dies prior
to receiving 10 years of benefits, they are paid to the participant's
beneficiary for the remainder of that period.
11
<PAGE>
The following table sets forth the annual retirement benefits that would be
received under the Supplemental Plan at the specified 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>
$ 800,000 $ 80,000 $160,000 $240,000 $320,000 $ 400,000
900,000 90,000 180,000 270,000 360,000 450,000
1,000,000 100,000 200,000 300,000 400,000 500,000
1,100,000 110,000 220,000 330,000 440,000 550,000
1,200,000 120,000 240,000 360,000 480,000 600,000
1,300,000 130,000 260,000 390,000 520,000 650,000
1,400,000 140,000 280,000 420,000 560,000 700,000
1,500,000 150,000 300,000 450,000 600,000 750,000
1,600,000 160,000 320,000 480,000 640,000 800,000
1,700,000 170,000 340,000 510,000 680,000 850,000
1,800,000 180,000 360,000 540,000 720,000 900,000
1,900,000 190,000 380,000 570,000 760,000 950,000
2,000,000 200,000 400,000 600,000 800,000 1,000,000
</TABLE>
TERMINATION BENEFITS. A participant who retires or whose employment is
terminated prior to age sixty-five with at least 15 years of service is entitled
to an annual termination benefit equal to 30% of Average Cash Compensation,
increased by 4% for each year of service over 15, up to a maximum of 50%. The
benefit commences upon the later of termination of the participant's employment,
other than due to death, or the participant's reaching age fifty-five. Benefits
are payable in the same manner as retirement benefits.
The following table sets forth the annual termination benefits that would
be received under the Supplemental Plan at the specified compensation levels
after the specified years of service:
<TABLE>
<CAPTION>
YEARS OF SERVICE
-----------------------------------------------------------------
REMUNERATION 12 13 14 15 16 17
------------ -------- -------- -------- -------- -------- ----------
<S> <C> <C> <C> <C> <C> <C>
$ 800,000 $240,000 $272,000 $304,000 $336,000 $368,000 $ 400,000
900,000 270,000 306,000 342,000 378,000 414,000 450,000
1,000,000 300,000 340,000 380,000 420,000 460,000 500,000
1,100,000 330,000 374,000 418,000 462,000 506,000 550,000
1,200,000 360,000 408,000 456,000 504,000 552,000 600,000
1,300,000 390,000 442,000 494,000 546,000 598,000 650,000
1,400,000 420,000 476,000 532,000 588,000 644,000 700,000
1,500,000 450,000 510,000 570,000 630,000 690,000 750,000
1,600,000 480,000 544,000 608,000 672,000 736,000 800,000
1,700,000 510,000 578,000 646,000 714,000 782,000 850,000
1,800,000 540,000 612,000 684,000 756,000 828,000 900,000
1,900,000 570,000 646,000 722,000 798,000 874,000 950,000
2,000,000 600,000 680,000 760,000 840,000 920,000 1,000,000
</TABLE>
In June 2000, the Compensation Committee modified the termination benefits
for Messrs. Girod and Stapleton. Effective September 24, 1999, Mr. Girod vested
in an annual benefit equal to 26% of Average Cash Compensation, increased by 2%
per year for the following 2 years of service and by 4% per year of service
thereafter, up to a maximum of 50%. Mr. Stapleton vested in an annual benefit
equal to 24% of Average Cash Compensation,
12
<PAGE>
increased by 2% per year for the following 3 years of service and by 4% per year
of service thereafter, up to a maximum of 50%.
DEATH BENEFIT. A pre-retirement death benefit equal to 3 times the highest
annual cash compensation achieved by the participant during employment with the
Company is paid to the beneficiaries of a participant who dies prior to the
commencement of benefits under the Supplemental Plan. Dr. Harman is not entitled
to this benefit.
SEVERANCE AND EMPLOYMENT AGREEMENTS
The Company entered into Severance Agreements ("Severance Agreements"),
containing materially identical terms and conditions, with each of Dr. Harman
and Messrs. Girod, Stapleton and Meredith as of June 20, 2000. Each provides
that if, within 2 years after a change in control, the executive officer is
terminated without cause or under certain circumstances terminates his own
employment, the Company will pay to him a lump sum equal to three times the sum
of his highest annual base salary rate and his highest incentive pay during the
three fiscal years preceding the change in control. The Severance Agreements
also provide that the Company may pay a limited gross-up for excise taxes under
certain circumstances. The initial term of the Severance Agreements is until
December 31, 2001; thereafter the Severance Agreements automatically renew for
an additional calendar year if neither party gives notice to terminate by
September 30 of the prior calendar year.
Mr. Palin serves as Vice President-Controller of the Company pursuant to an
employment agreement dated September 1, 1999 which provides for an annual base
salary of L165,000 as well as rights under the Company's stock option plans and
UK health and life insurance plans. Termination of employment is subject to a
twelve-month notice period beginning June 30, 2001.
13
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table shows, as of August 1, 2000, the beneficial ownership
of the Company's Common Stock for (a) all stockholders known by the Company to
beneficially own more than 5% 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. Some of the information in the
table is based upon information contained in filings made by the beneficial
owner with the Securities and Exchange Commission ("Commission").
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF
NAME BENEFICIAL OWNERSHIP(1) APPROXIMATE PERCENT
---- ----------------------- -------------------
<S> <C> <C>
FMR Corp.
82 Devonshire Street
Boston, Massachusetts 02109.............. 1,547,600(2) 8.9 %
Strong Schafer Capital Management, LLC..... 1,207,500(3) 6.8 %
Schafer Capital Management, Inc. and
David K. Schafer
101 Carnegie Center
Princeton, New Jersey 08540
Schafer Cullen Capital Management, Inc.
645 Fifth Avenue
New York, New York 10022
Lazard Freres & Co. LLC.................... 1,182,335(4) 6.8 %
30 Rockefeller Plaza
New York, New York 10020
Reich & Tang Asset Management L.P.......... 973,400(5) 5.6 %
600 Fifth Avenue
New York, New York 10020
Sidney Harman.............................. 1,320,247(6) 7.2 %
Harman International Industries,
Incorporated
1101 Pennsylvania Avenue, N.W.
Suite 1010
Washington, D.C. 20004
Bernard A. Girod........................... 163,811(7) *
Shirley M. Hufstedler...................... 24,928 *
Ann McLaughlin............................. 6,855 *
Edward H. Meyer............................ 39,852 *
Stanley A. Weiss........................... 7,300 *
Gregory P. Stapleton....................... 134,514(8) *
Frank Meredith............................. 61,720(9) *
William Palin.............................. 12,450 *
All Directors and executive officers as a
group (12 persons)....................... 1,799,064(10) 10.4 %
</TABLE>
---------------
* Less than 1%
(1) Under the rules of the Commission, a beneficial owner of a security is one
who has or shares the power to vote or direct the voting of the security or
the power to dispose or direct the disposition of the security.
Accordingly, more than one person may be a beneficial owner of the same
securities. A person also beneficially owns any securities to which that
person has the right to acquire beneficial ownership within 60 days.
Accordingly, the table includes shares of Common Stock that may be acquired
pursuant to
14
<PAGE>
stock options exercisable within 60 days from August 1, 2000 as follows:
Dr. Harman (582,250 shares), Mr. Girod (112,850 shares), Ms. Hufstedler
(21,063 shares), Ms. McLaughlin (6,750 shares), Mr. Meyer (17,263 shares),
Mr. Weiss (1,850 shares), Mr. Stapleton (106,000 shares), Mr. Meredith
(48,700 shares), Mr. Palin (10,350 shares) and all Directors and executive
officers as a group (928,416 shares).
(2) Information in this table and its notes with respect to FMR Corp. is
derived from the Schedule 13G filed on February 11, 2000 with the
Commission by and on behalf of FMR Corp. Edward C. Johnson 3d, Chairman of
FMR Corp. and his wife Abigail P. Johnson, a Director of FMR Corp. are also
deemed to be the beneficial owners of the 1,547,600 shares of Common Stock
reported in the table as beneficially owned by FMR Corp. by virtue of their
positions with and ownership of FMR Corp. Of the 1,547,600 subject shares,
52,500 shares are held in an institutional account managed by Fidelity
Management Trust Company, a wholly-owned subsidiary of FMR Corp., with
respect to which each of FMR Corp. and Edward C. Johnson 3d has sole
dispositive power and sole voting power, and 1,495,100 shares are 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 each of FMR Corp. and Edward C. Johnson 3d has sole
dispositive power but no voting power.
(3) Information in this table and its notes with respect to Strong Schafer
Capital Management, LLC, Schafer Capital Management, Inc., David K. Schafer
and Schafer Cullen Capital Management, Inc. is derived from the Schedule
13G filed on February 22, 1999 with the Commission by and on behalf of
them. Of the 1,207,500 subject shares, 101,400 are held by Schafer Cullen
Capital Management, Inc. on behalf of its investment advisory clients with
respect to which Schafer Cullen Capital Management, Inc. has sole voting
and dispositive power, 1,106,100 shares are held by Schafer Capital
Management, Inc., on behalf of its investment advisory clients, with
respect to which Schafer Capital Management, Inc. has sole voting and
dispositive power, and 1,030,000 are held by Strong Schafer Capital
Management, LLC,on behalf of its investment advisory clients, with respect
to which Strong Schafer Capital Management, LLC has been granted sole
voting and dispositive power by its clients. Mr. Schafer has sole voting
and dispositive power over the same shares held by Strong Schafer Capital
Management, LLC and Schafer Capital Management, Inc. as a result of his
position with and ownership of Schafer Capital Management, Inc. In
addition, Mr. Schafer has shared voting and dispositive power over the same
shares beneficially owned by Schafer Cullen Capital Management, Inc. a
result of his position with and ownership of Schafer Cullen Capital
Management, Inc.
(4) Information in this table and its notes with respect to Lazard Freres & Co.
LLC ("Lazard Freres") is derived from the Schedule 13G filed on February 2,
2000 with the Commission by and on behalf of Lazard Freres. Lazard Freres
beneficially owns 1,182,335 shares in client investment advisory accounts,
with respect to which Lazard Freres holds sole dispositive power over all
of those shares and sole voting power of 980,015 of those shares.
(5) Information in this table and its notes with respect to Reich & Tang Asset
Management L.P. ("Reich & Tang") is derived from the Schedule 13G filed on
February 15, 2000 with the Commission by and on behalf of Reich & Tang.
Reich & Tang beneficially owns 973,400 shares on behalf of client
investment advisory accounts, with respect to which Reich & Tang holds
shared voting power and shared dispositive power.
(6) This amount includes: 401,323 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; 100,000 shares held by the
Sidney Harman Charitable Remainder Trust for which Dr. Harman acts as
co-trustee and for which he has shared dispositive power and shared
15
<PAGE>
voting power; and 140,731 shares held by family members for which Dr.
Harman has sole voting power pursuant to 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 582,250
shares that may be acquired pursuant to stock options exercisable within 60
days from August 1, 2000. The 582,250 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 5%
stock dividend paid by the Company in August 1995). Because the Company
exceeded the performance criteria for each of fiscal years 1995, 1996,
1997, 1998, and 2000 the shares relating to this option are now fully
exercisable.
(7) This amount includes 3,300 shares held by Mr. Girod in the Company's
Section 401(k) Retirement Savings Plan ("401(k) Plan").
(8) This amount includes 6,474 shares held by Mr. Stapleton in the 401(k) Plan.
(9) This amount includes 4,330 shares held by Mr. Meredith in the 401(k) Plan.
(10) This amount includes 14,306 shares held by all Directors and executive
officers as a group in the 401(k) Plan.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Company's Directors and executive officers and persons who beneficially own
more than 10% of the Company's Common Stock to file initial reports of ownership
and reports of changes in ownership with the Commission. Directors, executive
officers, and greater than 10% beneficial owners are required by the Commission
to furnish the Company with copies of all Section 16(a) forms filed by such
persons.
Based solely on a review of the copies of such forms furnished to the
Company and written representations from the Company's Directors and executive
officers, the Company believes that all Section 16(a) filing requirements
applicable to its Directors and executive officers were complied with during
fiscal year 2000.
16
<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, 2000. This stock price performance
graph assumes that the value of the investment in the Common Stock and each
index was $100 on July 1, 1995. The stock price performance shown on the graph
below is not necessarily indicative of future price performance.
Shareholder Graph
<TABLE>
<CAPTION>
HARMAN INTERNATIONAL S&P 500 INDEX PEER GROUP
-------------------- ------------- ----------
<S> <C> <C> <C>
Jun95 100.00 100.00 100.00
Jun96 128.28 126.00 136.60
Jun97 110.20 169.72 174.93
Jun98 101.16 220.91 165.38
Jun99 116.20 271.18 208.83
Jun00 161.86 290.84 362.31
</TABLE>
The peer company index was derived using the following peer companies:
Boston Acoustics, Inc., Carver Corp., Emerson Radio, Home Theater Products
International, Inc. (through June 1997 only) Koss Corp., Pioneer Corp. (ADRs),
Polk Audio, Incorporated (through June 1998 only), Sensory Science Corporation,
Sony Corp. (American shares) and Zenith Electronics Corp.
17
<PAGE>
INDEPENDENT AUDITOR
KPMG LLP served as the independent auditor of the Company for fiscal year
2000 and has been selected by the Board to serve as the Company's independent
auditor for fiscal year 2001. Representatives of KPMG LLP who attend the Meeting
will have an opportunity to make a statement, and will be available to respond
to questions.
STOCKHOLDER PROPOSALS FOR 2001 ANNUAL MEETING
Stockholders wishing to submit a proposal for consideration at the 2001
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 14, 2001 for inclusion in next year's
proxy materials. Any stockholder seeking to have a proposal considered at, but
not included in the proxy statement for, the 2001 Annual Meeting, must notify
the Company of the proposal in the manner set forth above no later than July 13,
2001. If the 2001 Annual Meeting is not publicly announced at least 75 calendar
days before the date established for the 2001 Annual Meeting in the
announcement, then the Company must receive the notice of a stockholder's
proposal not later than the close of business on the 10th calendar day following
the date of initial public announcement of the 2001 Annual Meeting.
OTHER MATTERS
The Company bears the cost of preparing and mailing the Proxy Statement,
the form of proxy and any other material 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 does not intend to present and knows of no others who intend to
present any matter of business at the Meeting 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/ Bernard A. Girod
Bernard A. Girod
Vice Chairman and
Chief Executive Officer
Washington, D.C.
September 11, 2000
THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR FISCAL YEAR 2000, AS FILED BY
THE COMPANY WITH THE SECURITIES AND EXCHANGE COMMISSION, IS AVAILABLE WITHOUT
CHARGE TO EACH STOCKHOLDER UPON WRITTEN REQUEST TO SANDRA B. ROBINSON, VICE
PRESIDENT, HARMAN INTERNATIONAL INDUSTRIES, INCORPORATED, 1101 PENNSYLVANIA
AVENUE, N.W., SUITE 1010, WASHINGTON, D.C. 20004.
18
<PAGE>
HARMAN INTERNATIONAL INDUSTRIES, INCORPORATED
ANNUAL MEETING OF STOCKHOLDERS NOVEMBER 9, 2000
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints each of Frank Meredith and Sandra B.
Robinson, with the power to appoint his or her substitute, as Proxy and
authorizes each 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 9, 2000 and at
any adjournment thereof, as specified on the reverse side hereof and in the
Notice of Annual Meeting of Stockholders and the Proxy Statement dated September
11, 2000.
WHEN PROPERLY EXECUTED, THIS PROXY WILL BE VOTED AS SPECIFIED ON THE
REVERSE SIDE HEREOF OR, IF NOT SPECIFIED, WILL BE VOTED FOR ALL NOMINEES FOR
DIRECTOR SET FORTH 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.
(CONTINUED AND TO BE SIGNED ON REVERSE SIDE)
-------------------------------------------------------------------------------
- FOLD AND DETACH HERE -
<PAGE>
Please mark [X]
your votes as
indicated in
this example.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF THE DIRECTORS SET
FORTH IN ITEM 1 AND FOR THE PROPOSAL IN ITEM 2.
<TABLE>
<CAPTION>
<S> <C>
1. Election of Gregory P. Stapleton, Edward H. Meyer 2. Proposal to amend the Companys Restated and
and Stanley A. Weiss as Directors Amended Certificate of Incorporation
FOR all WITHHOLD vote
nominees for all nominees FOR AGAINST ABSTAIN
[ ] [ ] [ ] [ ] [ ]
</TABLE>
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE
STRIKE A LINE THROUGH THE NOMINEE'S NAME.)
<TABLE>
<S> <C>
Please date and sign exactly as the name appears below and return this
proxy in the enclosed envelope. Persons signing as executors, administ-
rators, 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: , 2000
----------------------------------------------------------
-----------------------------------------------------------------------
Signature
-----------------------------------------------------------------------
Signature (if held jointly)
-------------------------------------------
Please mark inside boxes so that data USING BLUE OR BLACK INK, PLEASE MARK, SIGN, AND PROMPTLY RETURN THIS
processing equipment will record your votes PROXY CARD IN THE ENVELOPE PROVIDED
-------------------------------------------
</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
