SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. __________)
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement
[X] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
Astronics Corporation
(Name of Registrant as Specified in Its Charter)
__________________________________________________________________________
(Name of Persons(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14(a)-6(i)(4)
and 0-11.
(1) Title of each class of securities to which transaction applies:
__________________________________________________________________________
(2) Aggregate number of securities to which transactions applies:
__________________________________________________________________________
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11: 1/
__________________________________________________________________________
(4) Proposed maximum aggregate value of transaction:
__________________________________________________________________________
_________________
1/ Set forth the amount on which the filing fee is calculated and
state how it was determined.
<PAGE>
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
(1) Amount previously paid:
__________________________________________________________________________
(2) Form, schedule or registration statement no.:
__________________________________________________________________________
(3) Filing party:
__________________________________________________________________________
(4) Date filed:
__________________________________________________________________________
<PAGE>
ASTRONICS CORPORATION
1801 Elmwood Avenue, Buffalo, New York 14207
Dear Fellow Shareholders:
It is my pleasure to invite you to attend the 1997 Annual Meeting of
Shareholders to be held at the Orchard Park Country Club, S-4777 South
Buffalo Street, Orchard Park, New York, at 10:00 a.m. on Friday, April 18,
1997. The doors will open at 9:30 a.m.
Your vote is important. To be sure your shares are voted at the
meeting, even if you are unable to attend in person, please sign and return
the enclosed proxy card(s) as promptly as possible. This will not prevent
you from voting your shares in person if you do attend.
The Annual Meeting of Shareholders will be held to consider and take
action with regard to the election of five directors, the consideration of
a directors stock option plan and the approval of the selection of the
Company's auditors.
Complete details are included in the accompanying proxy statement.
I look forward to meeting with you and hearing your views on the
progress of Astronics.
Kevin T. Keane
President and
Chief Executive Officer
Buffalo, New York
March 14, 1997
<PAGE>
ASTRONICS CORPORATION
1801 Elmwood Avenue, Buffalo, New York 14207
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO THE SHAREHOLDERS OF ASTRONICS CORPORATION:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of
Astronics Corporation will be held at the Orchard Park Country Club, S-4777
South Buffalo Street, Orchard Park, New York, on Friday, April 18, 1997, at
10:00 a.m., to consider and take action on the following:
1. The election of five directors of the Company to serve for
the ensuing year and until the next annual meeting of
Shareholders and the election and qualification of their
successors.
2. The approval of the 1997 Director Stock Option Plan.
3. The selection of Ernst & Young LLP, independent certified
public accountants, as auditors of the Company for the
current financial year.
4. The transaction of such other business as may properly come
before the meeting or any adjournments thereof.
FURTHER NOTICE IS HEREBY GIVEN that certain amendments have been made
by the Board of Directors to the By-Laws:
(a) in connection with the election of directors, to add a
Shareholder notice provision to the current procedure for
nominating directors;
(b) in connection with corporate administrative matters, to allow the
Board of Directors and any committees thereof (i) to take any
action required or permitted by unanimous written consent and
(ii) to participate in meetings of the Board of Directors or
committees by telephonic conference.
FURTHER NOTICE IS HEREBY GIVEN that the stock transfer books of the
Company will not be closed, but only Shareholders of record at the close of
business on February 28, 1997 will be entitled to notice of the meeting and
to vote at the meeting.
SHAREHOLDERS WHO WILL BE UNABLE TO ATTEND THE ANNUAL MEETING IN PERSON MAY
ATTEND THE ANNUAL MEETING BY PROXY. SUCH SHAREHOLDERS ARE REQUESTED TO
COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED PROXY CARD(S) IN THE RETURN
ENVELOPE ENCLOSED.
By Order of the Board of Directors
JOHN B. DRENNING, Secretary
Buffalo, New York
Dated: March 14, 1997
<PAGE>
ASTRONICS CORPORATION
1801 Elmwood Avenue, Buffalo, New York 14207
PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
April 18, 1997
This Proxy Statement and the enclosed form of proxy are furnished to
the stockholders of ASTRONICS CORPORATION, a New York corporation
("Astronics" or the "Company"), in connection with the solicitation of
proxies by the Board of Directors of the Company for use at the Annual
Meeting of Shareholders (the "Annual Meeting") to be held on Friday, April
18, 1997 at 10:00 a.m., and at any adjournment thereof, for the purposes
set forth in the accompanying Notice of Annual Meeting of Shareholders. In
addition to solicitation by mail, to the extent necessary to ensure
sufficient representation at the Annual Meeting, solicitations may be made
by personal interview, telephone or telegram by officers and other regular
employees of the Company. The cost of this proxy solicitation will be
borne by the Company. It is contemplated that this Proxy Statement and the
related form of proxy will be first sent to shareholders on March 14, 1997.
If the enclosed proxy is properly executed and returned, and the
shareholder specifies a choice on the proxy, the shares represented thereby
will be voted (or withheld from voting) in accordance with the instructions
contained therein. If the proxy is executed and returned but no
specification is made, the proxy will be voted FOR the election of each of
the nominees for director listed below, FOR the proposal to approve the
1997 Director Stock Option Plan and FOR the proposal to ratify the
appointment of independent auditors.
The Board of Directors of the Company knows of no business that will
be presented for consideration at the Annual Meeting other than the matters
described in this Proxy Statement. If any other matters are presented at
the Annual Meeting, the proxy holders will vote the proxies in accordance
with their judgment.
Any proxy given pursuant to this solicitation may be revoked by the
Shareholder at any time prior to its use, by the Shareholder voting in
person at the meeting, by submitting a proxy bearing a date subsequent to
the date on the proxy to be revoked or by written notice to the Secretary
of the Company. A notice of revocation need not be on any specific form.
RECORD DATE AND VOTING SECURITIES
The Board of Directors has fixed the close of business on February 28,
1997 as the record date for determining the holders of Common Stock and
Class B Stock entitled to notice of and to vote at the meeting. On
February 28, 1997, Astronics had outstanding and entitled to vote at the
meeting a total of 4,304,506 shares of Common Stock and 746,144, shares of
Class B
<PAGE>
Stock. Each outstanding share of Common Stock is entitled to one vote and
each outstanding share of Class B Stock is entitled to ten votes on all
matters to be brought before the meeting.
Abstentions and broker non-votes are counted for purposes of
determining the presence of a quorum for the transaction of business. With
regard to the election of directors, votes may be cast in favor of or
withheld; votes that are withheld will be excluded entirely from the vote
and will have no effect. Abstentions may be specified on proposals other
than the election of directors. In accordance with New York law, such
abstentions are not counted in determining the number of votes cast in
connection with the appointment of independent auditors. Under applicable
law, broker non-votes are counted for purposes of determining the presence
of a quorum, but are not counted for purposes of determining the votes cast
on a proposal.
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information concerning the only persons
known to the Company to own more than 5% of the outstanding shares of
Common Stock or Class B Stock and the number of shares and percentage of
each class beneficially owned by each of the three highest paid officers or
directors of the Company and by all officers and directors as a group as of
February 28, 1997.
Shares of Common Stock Shares of Class B Stock
Name and Address
of Owner(1) Number Percentage Number Percentage
Guy P. Berner (2)(8) 39,285 .9% 2,135 .3%
Robert T. Brady (2)(3) 2,075 .1% -- --
John B. Drenning (2)(4) 34,569 .8% 20,275 2.7%
Richard E. Hauck (2)(8) 37,177 .9% 3,147 .4%
Kevin T. Keane (2)(5) 369,179 8.6% 266,873 35.8%
John M. Yessa (2)(6) 130,216 3.0% 65,259 8.7%
Oak Forest Investment 356,795 8.3% -- --
Management
6701 Democracy Blvd.
Suite 402
Bethesda, MD 20817
Wilen Management (7) 369,000 8.6% -- --
Greenspring Station
Suite 226
2360 West Joppa Road
Lutherville, MD 21093
All directors and
executive officers as a
group (7 persons) 612,501 14% 357,689 47.9%
(1) The address for all owners except Oak Forest Investment
Management and Wilen Management is: c/o Astronics
Corporation, 1801 Elmwood Avenue, Buffalo, New York 14207.
<PAGE>
(2) Does not include 54,453, 54,453, 10,000 and 72,500 shares of
Common Stock which may be acquired by Messrs. Brady,
Drenning, Keane and Yessa, respectively, through the
exercise within sixty days of options granted under the 1992
Incentive Stock Option Plan, the 1982 Incentive Stock Option
Plan, or by directors under the 1993 Director Stock Option
Plan or the 1983 Director Stock Option Plan.
(3) Includes 2,075 shares of Common Stock owned by Mr. Brady's
wife, as to which he disclaims beneficial ownership.
(4) Does not include a total of 2,293 shares of Common Stock and
1,364 shares of Class B Stock which Mr. Drenning may vote
pursuant to inter vivos and charitable trusts established by
Mr. Keane.
(5) Does not include 4,220 shares of Common Stock and 2,190
shares of Class B Stock owned by Mr. Keane's wife, as to
which he disclaims beneficial ownership.
(6) Includes 2,625 shares of Common Stock and 500 shares of
Class B Stock owned by the Yessa Family Partnership, over
which Mr. Yessa exercises investment and dispositive power.
(7) Oak Forest Investment Management and Wilen Management
Corporation have reported that each has sole voting power
and share dispositive power.
(8) Mr. Berner retired from the Board of Directors on
January 15, 1997, and Mr. Hauck resigned as an officer on
October 31, 1996.
ELECTION OF DIRECTORS
The Shareholders are being asked to elect five directors to
the Company's Board of Directors to hold office until the
election and qualification of their successors at the next annual
meeting. The five directors who are so elected will be all of
the directors of the Company. Unless the proxy directs
otherwise, the persons named in the enclosed form of proxy will
vote for the election of the five nominees named below. If any
of the nominees should be unable to serve as a director, or for
good reason will not serve, the proxy will be voted in accordance
with the best judgment of the person or persons acting under it.
It is not anticipated that any of the nominees will be unable to
serve.
All nominees have been members of the Board since the date
indicated and, except for Mr. McKenna who was elected by the
Board of Directors, have been elected at prior annual meetings of
the Shareholders. The nominees for directors, their ages, their
principal occupations during at least the past five years, their
<PAGE>
positions and offices with Astronics and the date each was first
elected a director of Astronics are as follows:
Principal Occupation
Name and Age and Positions and First Elected
of Nominee Offices with Astronics Director
Robert T. Brady Director; Executive Compensation 1990
Age 56 and Audit Committees of the Board
of Directors. Chairman of the
Board, President and Chief
Executive Officer of Moog Inc.
John B. Drenning Secretary and Director; Executive 1970
Age 59 Compensation and Audit Committees
of the Board of Directors.
Partner in Phillips, Lytle,
Hitchcock, Blaine & Huber,
Attorneys for the Company,
Buffalo, New York.
Robert J. McKenna Director; Executive Compen- October 1, 1996
Age 48 sation and Audit Committees of
the Board of Directors.
Chairman, President and Chief
Executive Officer of Acme
Electric Corporation, 1994
to present. From 1992 to 1994,
Mr. McKenna served as the
President and Chief Operating
Officer of Acme Electric
Corporation. Before joining
Acme Electric Corporation in
1992, Mr. McKenna served as
the Group Vice President of
the Diversified Products Group
of Aeroquip Corporation.
Kevin T. Keane President, Chief Executive 1970
Age 64 Officer, and Director; Profit
Sharing Investment Committee of
the Board of Directors.
John M. Yessa Vice President-Finance, 1985
Age 57 Treasurer, Chief Financial
Officer, and Director; Profit
Sharing Investment Committee
of the Board of Directors
Other Directorships
In addition to serving as a member of the Astronics Board of
Directors, Robert T. Brady is presently serving on the board of
directors of other publicly-traded companies, as follows: Moog
Inc., Seneca Foods Corporation, First Empire State Corporation
and Acme Electric Corporation. Robert J. McKenna also serves as
a member of the Board of Directors of Acme Electric Corporation.
<PAGE>
Meetings of the Board of Directors and Standing Committees
During fiscal year ended December 31, 1996, the Board of
Directors of the Company had two standing committees: an Audit
Committee and an Executive Compensation Committee. The Audit
Committee is responsible for reviewing the internal accounting
controls and procedures of the Company with management and the
independent auditors, accounting principles, related party
transactions and the scope of the annual audit of the Company.
The Compensation Committee is responsible for reviewing and
approving compensation levels for the Company's executive
officers and reviewing and making recommendations to the Board of
Directors with respect to other matters relating to the
compensation practices of the Company. The Board of Directors
does not have a nominating committee.
Board and Committee Attendance
During the fiscal year ended December 31, 1996, the Board of
Directors held four meetings. The Audit Committee and the
Compensation Committee each held two meetings. Every member of
the Board of Directors attended at least 75% of the meetings of
the Board of Directors and of all committees on which he served.
Compensation Of Directors
In 1996, outside Directors were paid an annual retainer of
$5,100 and an additional fee of $500 for each meeting attended of
the Board and its committees. Directors are permitted to defer
their compensation.
The Company's 1993 Director Stock Option Plan for non-
salaried outside directors provides for the grant of options to
purchase up to an aggregate of 50,000 shares of Common Stock
(subject to adjustment to reflect share distributions). Outside
directors are eligible to receive options under this Plan at the
discretion of a committee appointed by the Board of Directors who
are not eligible to participate in the Plan. Under the Plan, the
option price is not less than the fair market value of the shares
optioned on the date of grant. There is no limit on the number
of options that a participant may be granted under the Plan.
Options are exercisable beginning six months after grant and so
long as the holder is a director of the Company, but for no
longer than ten years after date of grant.
On February 13, 1997, the committee charged with
administration of the Plan granted options to purchase shares of
Common Stock to outside directors at the price of $6.375 per
share as follows: Mr. Brady 5,000 shares; Mr. Drenning 5,000
shares; and Mr. McKenna 5,000 shares.
Employment Agreements; Supplemental Retirement
The Company has entered into one year employment agreements
with Messrs. Keane and Yessa that are renewable on a yearly
basis. Each year the Company adjusts the salary for both
Messrs. Keane and Yessa as discussed below in the Compensation
<PAGE>
Committee report. These employment agreements provide death and
disability benefits in the form of compensation continuation for
3-1/2 years. Enhanced or supplemental retirement benefits equal
to 3-1/2 times the prior year's compensation payable over
10 years are also provided.
Directors and Officers Indemnification Insurance
On October 10, 1996, the Company renewed a Directors' and
Officers' Liability Insurance policy written by The Chubb Group.
The renewal was for a two-year period at an annual premium of
$51,070. The policy provides indemnification benefits and the
payment of expenses in actions instituted against any director or
officer of the Company for claimed liability arising out of their
conduct in such capacities. No significant payments or claims of
indemnification or expenses have been made under any such
insurance policies purchased by the Company at any time.
Section 16(a) Beneficial Ownership Reporting Compliance
During 1996, all executive officers and directors of the
Company timely filed with the Securities Exchange Commission all
required reports with respect to beneficial ownership of the
Company's securities.
The Board of Directors recommends a vote "FOR" the proposal
to elect management's nominees.
EXECUTIVE COMPENSATION
Compensation Committee Report on Executive Compensation
The Compensation Committee of the Board of Directors (the
"Committee") determines the compensation of the Chief Executive
Officer and the other executive officers of the Company and its
subsidiaries. The Committee is composed entirely of directors
who are neither executive officers nor employees of the Company.
In addition to determining the salary and bonus compensation for
all the Company's executive officers, the Committee determines
the grants under the Company's Incentive Stock Option Plan and
oversees the administration of other compensation plans and
programs.
Compensation of Executive Officers Generally
The Company's executive compensation program is designed to
link executive pay to Company performance and to provide an
incentive to executives to manage the Company with a view to
enhancing stockholder value. Compensation criteria are evaluated
annually to ensure they are appropriate and consistent with
business objectives. Executive compensation policies and
programs are intended to provide rewards related to Company,
subsidiary and individual performance, stockholder value,
retention of a strong management team and the encouragement of
professional development and growth.
<PAGE>
Components of Compensation
The primary components of the Company's executive
compensation program are salary, bonuses and stock options which
become exercisable over time.
Salary and Bonuses. The Committee reviews the salary of
executive officers annually. The Committee's review takes into
consideration the Company's performance with respect to customary
financial and operating yardsticks, including revenues, operating
income, earnings, cash flow, and return on shareholder equity.
In making salary decisions, the Committee exercises its
discretion and judgment based on the foregoing criteria, without
applying a specific formula to each factor considered. The
Committee also reviews an annual survey of the compensation
levels of executives in similar industry segments. A substantial
portion of executive compensation each year is in the form of
bonuses, which are awarded by the Committee immediately following
the fiscal year just concluded.
Stock Options. The Committee believes that stock options
are an important method of rewarding management and of aligning
management's interests with those of the stockholders. The
Committee also recognizes that the Company conducts its business
in competitive industries and that, in order to remain
competitive and pursue a growth strategy, it must employ talented
executives and managers. The Company believes that stock options
are important in attracting and retaining such employees. For
these reasons, the Company adopted the Incentive Stock Option
Plan as a stock-based incentive program primarily for its
officers and managers. Under the Incentive Stock Option Plan,
the Committee may grant options to officers and managers who are
expected to contribute to the Company's success. In determining
the size of stock option grants, the Committee focuses primarily
on the Company's performance and the role of the executives and
managers in accomplishing performance objectives. Stock options
generally become exercisable in equal installments over a five-
year period and are granted with an exercise price equal to the
fair market value of the Common Stock as of the date of grant.
The Committee intends to continue using stock options as a
long-term incentive for executive officers and managers. Because
options provide rewards only to the extent the Company's stock
price increases and to the extent the executives remain with the
Company until the options become exercisable, the Committee
believes that stock options granted under the Incentive Stock
Option Plan are an appropriate means to provide executives and
managers with incentives that align their interests with those of
stockholders.
Compensation of the Chief Executive Officer
Mr. Keane currently serves as Chief Executive Officer of the
Company. He was compensated for the 1996 fiscal year utilizing
the same general philosophy and criteria described above. The
Committee believes that Mr. Keane's performance for the 1996
fiscal year was strong, as reflected by the Company's overall
<PAGE>
performance. The Company's sales increased to $38.3 million for
the 1996 fiscal year from $28.5 million the prior year, while net
earnings increased to $2.6 million from $1.8 million. Earnings
per share increased to $.51 from $.37 a year ago. The return on
shareholder equity for the year was in excess of 23 percent.
Moreover, the Company successfully integrated the 1995
acquisition of the Loctite electroluminescence business and
concluded the strategic divestiture of its Rodgard Division in
1996. The Committee believes that Mr. Keane's total compensation
for the 1996 fiscal year fairly and sufficiently rewarded him for
performance.
The foregoing report has been approved by all of the members
of the Committee.
The Compensation Committee
Robert T. Brady
John B. Drenning
Robert J. McKenna
Executive Compensation Summary Table
The following tabulation shows on an accrual basis the
compensation for the three fiscal years ended December 31, 1996,
received by the three highest paid executive officers of the
Company who received more than $100,000:
Summary Compensation Table
Annual Compensation
Name and Securities All Other
Principal Salary Bonus Underlying Compensation
Position Year $ $ Options(#) (1)(2)($)
Kevin T. Keane 1996 224,000 91,160 5,000 9,375
President, Chief 1995 203,500 86,000 4,000 24,541
Executive Officer 1994 185,000 74,800 4,000 19,722
John M. Yessa 1996 165,000 60,420 5,000 9,375
Vice President- 1995 149,600 57,000 4,000 16,155
Finance, 1994 136,000 49,500 4,000 15,411
Treasurer, Chief
Financial Officer
Richard E. Hauck 1996 84,000 19,875 0 0
Group Vice 1995 106,090 25,000 4,000 10,476
President, 1994 103,000 14,576 4,000 9,827
Astronics
Corporation
(1) Represents amounts accrued under the Company's Thrift and
Profit Sharing Retirement Plan. See, also, discussion under
"Employment Agreements; Supplemental Retirement".
(2) The Company reimbursed certain officers for business-related
use of automobiles, hotel accommodations, memberships in
trade associations and professional organizations and club
<PAGE>
dues. The portion of these reimbursed expenses which could
be considered to confer a personal benefit for each
individual named above did not in the aggregate exceed the
lesser of $50,000 or 10% of total annual salary and bonus.
Stock Option Grant Table
On December 20, 1996, options to purchase the number of
shares of Common Stock set forth in the following table were
granted to Kevin T. Keane and John M. Yessa:
Option Grants In Fiscal 1996
(Individual Grants)
Potential
Realizable
Value at
Assumed
Annual
Rates of
Number of Stock Price
Securities Percent of Total Appreciation
Underlying Options Granted Exercise for
Options to Employees in Price Expiration Option Term
Name Granted(#) Fiscal Year ($/Sh) Date 5%($) 10%($)
Kevin T.
Keane 5,000 12.9% $5.36 2001 $31,109 $39,256
John M.
Yessa 5,000 12.9% 4.88 2006 39,704 63,223
Stock Option Exercises and Fiscal Year-End Value Table
The following table provides information as to the value of
each such executive officer's unexercised options at December 31,
1996.
<PAGE>
Option Values on December 31, 1996
<TABLE>
<CAPTION>
Number of Number of Securities Value of Unexercised
Securities Underlying Unexercised In-the-Money Options at
Underlying Options at FY-End(#) FY-END($)(2)
Options Value
Name Exercised(#) Realized(1) Exercisable Unexercisable Exercisable Unexercisable
<S> <C> <C> <C> <C> <C> <C>
Kevin T. Keane 15,000 $33,450 10,000 15,000 50,000 75,000
John M. Yessa 17,577 22,850 72,500 15,000 362,500 75,000
Richard E. Hauck 11,719 15,235 28,750 0 143,750 0
(1) Market value of stock at exercise less exercise price or base price.
(2) Based upon the closing price of the Company's Common Stock on the Nasdaq National Market
System on December 31, 1996 of $5.00 per share.
</TABLE>
<PAGE>
CORPORATE PERFORMANCE GRAPH
The following graph compares the yearly changes in
cumulative total shareholder return of (i) the Company, (ii) the
NASDAQ Stock Market (US) Index and (iii) the NASDAQ Non-Financial
Stocks Index for a period of five years commencing December 31,
1991 and ending December 31, 1996.
1991 1992 1993 1994 1995 1996
Nasdaq Market 100.000 116.378 133.595 130.587 184.674 227.164
Astronics 100.000 107.895 126.316 94.737 147.368 263.158
Nasdaq Non
Financial
Stocks 100.000 109.394 122.687 121.444 169.242 205.629
EMPLOYEE STOCK PURCHASE PLAN
The Company's Employee Stock Purchase Plan (the "Employee
Plan") provides for the purchase of up to 542,969 shares of
Common Stock (as adjusted to reflect share distributions). All
employees of the Company or its subsidiaries who meet certain
employment standards and who own less than 5% of the Company's
outstanding shares are eligible to participate in the Employee
Plan. Under the Employee Plan, participants may subscribe to
purchase shares once a year, and the purchase price is 85% of the
closing price of the Common Stock on the application date.
In any calendar year, no individual may elect to purchase
shares in an amount in excess of 20% of his total previous year's
compensation from the Company or $25,000, whichever is less.
Payment of the purchase price is made through payroll deductions
over the balance of the year following the application. During
each one-year payment period, an employee may cancel his
application and receive back his contributions with interest. In
the event of resignation, involuntary termination of employment,
retirement or death, the application is treated as canceled.
During 1996, 195 employees subscribed for 44,964 shares of
Common Stock at a purchase price of $4.39 per share.
APPROVAL OF THE 1997 DIRECTOR STOCK OPTION PLAN
On February 17, 1997, the Board of Directors adopted the
1997 Director Stock Option Plan (the "Plan"), which it recommends
for shareholder approval. The Plan provides that it shall become
effective upon the date it shall have been approved by the
affirmative vote of a majority of the total votes cast by
shareholders of the Company, which approval must take place
within twelve months after the date of the adoption of the Plan
by the Board of Directors. A copy of the Plan is included in
this Proxy Statement as Appendix A and the following description
of its principal features is qualified in its entirety by
reference thereto.
<PAGE>
Purpose. The purpose of the Plan and options granted
thereunder is to further the Company's interest by encouraging
the efforts of directors who are not employees of the Company, by
heightening the desire of such directors to continue in their
service and by assisting the Company to compete effectively with
other enterprises for new directors.
Number of Shares. The maximum number of shares of Common
Stock that will be available for options granted under the Plan
will be 100,000 shares subject to adjustments to reflect stock
dividends, recapitalizations and other changes and adjustments in
the number or kind of outstanding shares. The Common Stock sold
under the Plan will be from either authorized and unissued shares
or shares reacquired by the Company. If any option granted under
the Plan should expire or terminate without having been exercised
in full, the unpurchased Common Stock subject to that option will
again be available for purposes of the Plan.
Administration. The Plan will be administered by a
Committee consisting of at least two persons who are not eligible
to participate in the Plan (who may or may not be members of the
Board of Directors) (the "Committee"), appointed by the Board of
Directors. No options have been granted under the Plan. The
Committee will also construe option agreements and the Plan;
prescribe, amend and rescind rules and regulations relating to
the Plan; determine the provisions of option agreements; and make
all other administrative determinations. The Committee may
correct any defect or supply any omission or reconcile any
inconsistency in the plan or in an option agreement.
Determinations of the Committee will be conclusive.
Eligibility. Only non-employee directors of the Company are
eligible to be granted options under the Plan. Currently three
directors are eligible for grants. No options may be granted
after the expiration of ten years from adoption.
Option Prices and Payments. The option price under each
option will be as determined by the Committee, but in no event
less than the fair market value of the shares optioned on the
date of grant. The fair market value will be the closing price
of the Common Stock on the date of grant as reflected in reports
of the automated quotation service or national securities
exchange on which the Common Stock is listed. On February 28,
1997, the Fair Market Value of the Common Stock was $6.25 per
share. The purchase price of the Common Stock must be paid in
full upon exercise of the option in cash or in shares of capital
stock of the Company.
Exercise of Option. Each option shall be exercisable as
provided in the option agreement, beginning not less than six
months and ending not more than ten years after the date upon
which the option is granted.
Duration of Option. Each option shall be exercisable for so
long as the Participant is a director of the Company and, to the
extent that the option is exercisable on the date of termination
of the Participant's directorship, for thirty days thereafter,
<PAGE>
but not longer than ten years from the date the option is
granted. If the holder of an option dies or becomes disabled
while serving as a director of the Company, the option may be
exercised for a period of one year thereafter, but in no event
after the expiration date of the option.
Federal Income Tax Treatment. The following is a brief
summary of the Federal income tax consequences applicable to
options granted under the Plan, based on existing law and
regulations, which are subject to change.
All options granted under the Plan are non-qualified stock
options and are not entitled to special tax treatment under
Section 422 of the Code.
The grant of an option does not result in taxable income to
the Participant nor an income tax deduction to the Company. Upon
the exercise of an option, the Participant recognizes ordinary
income equal to the difference between the option price and the
fair market value of the shares on the date of the exercise, and
the Company is entitled to a corresponding deduction for the same
amount. If a Participant exercises an option by transferring
shares of Common Stock to the Company to pay all or part of the
option price, the Participant will not recognize gain or loss
with respect to the already owned shares exchanged. The number
of shares of Common Stock received upon exercise of the option
equal to the number of shares exchanged will have a basis and
holding period equal to the basis and holding period the
Participant had in the shares exchanged. The fair market value
of the additional shares received will be included in the
Participant's income upon exercise of the option and the
Participant's basis in such shares will equal such value.
Termination and Amendment. The Plan will terminate ten
years from approval by the Board of Directors, and no options
under it shall be granted thereafter. The Board of Directors, at
any time prior to that date, may terminate the Plan or make such
changes as the Board deems advisable. Except for adjustments to
reflect stock splits, stock dividends and other similar changes
in capitalization, there may not be, without further approval by
the holders of the majority of the voting stock of the Company,
any increase in the maximum number of shares available for
options, any reduction in the option price, any extension of the
period during which options may be granted, or any change in the
class of eligible participants.
New Plan Benefits
No option grants will be made under the Plan prior to
Shareholder approval of the Plan at the Annual Meeting. As of
the date of this Proxy Statement, no grants have been made under
the Plan. It is not determinable at this time what benefits, if
any, each of the non-employee directors will receive under the
Plan.
The Board of Directors recommends a vote "FOR" approval of the
Plan.
<PAGE>
If a choice is specified by the shareholder, the shares will
be voted as specified. If no specification is made, the shares
will be voted "FOR" approval.
Approval of the Plan requires the affirmative vote of a
majority of the total votes cast by the holders of record of the
shares present and entitled to vote at the Annual Meeting, a
quorum being present.
APPOINTMENT OF INDEPENDENT AUDITORS
The Audit Committee, with the approval of the Board of
Directors, has selected Ernst & Young LLP, independent certified
public accountants, to act as auditors of Astronics for the
current fiscal year. Representatives of Ernst & Young LLP are
expected to attend the meeting and will have the opportunity to
make a statement if they desire and will be available to respond
to appropriate questions.
The Board of Directors recommends a vote "FOR" the proposal to
ratify the appoint of Ernst & Young LLP as the Company's
independent auditors.
AMENDMENTS TO BY-LAWS
Amendment to the Company's By-Laws to Provide for Notification of
Directors Nominations
On August 12, 1996, the Board of Directors amended
Article II, Section 14 of the By-Laws to provide an advance
notice procedure for Shareholder nominations for directors to be
elected at an annual meeting or a special meeting. This
amendment regulates the election of directors.
The amendment provides that a shareholder intending to
nominate a director for election at an annual meeting of
Shareholders must give written notice to the Secretary of the
Company not less than 60 nor more than 90 days prior to the first
anniversary of the preceding year's annual meeting (or, if the
date of the Annual Meeting is changed by more than twenty days
from the anniversary date, within ten days after the date the
corporation mails or gives notice of the date of the meeting).
With respect to an election to be held at a special meeting of
Shareholders called for the purpose of electing directors, a
shareholder intending to nominate a director would be required to
give written notice to the Secretary not later than the tenth day
on which notice of the special meeting was first mailed to the
Shareholders by the Company.
This amendment requires that any notice of intention to
nominate a director must contain certain information about the
proposed nominee and about the Shareholder intending to make the
nomination. The Company may also require any proposed nominee to
furnish other information reasonably required by the Company to
determine the proposed nominee's qualifications to serve as a
director. The text of the amendment is set forth in Exhibit B to
this Proxy Statement.
<PAGE>
The purpose of this amendment, by requiring advance notice
of a nomination by a Shareholder, is to afford the Board of
Directors an opportunity to review and evaluate candidate
credentials and to provide for the orderly conduct of meetings.
This nomination procedure could have the affect of curtailing
efforts to obtain control of the Company or effect a change in
management, irrespective of whether such action would be
beneficial to Shareholders generally. Neither the previous form
of the By-Laws, the Company's Restated Certificate of
Incorporation nor the laws of the State of New York, the
jurisdiction in which the Company is incorporated, contain notice
provisions similar to those set forth in the amendment.
The Board of Directors has no present intention to put
before the Shareholders any other proposal which would operate as
an impediment to an attempt by a third party to obtain control of
the Company.
This amendment does not affect the 1997 Annual Meeting, but
will apply to subsequent meetings of Shareholders, unless amended
or repealed by the Shareholders. Pursuant to Section 601(b) of
the New York Business Corporation Law (the "BCL") and
Article XII, Section 2 of the By-Laws, the Board of Directors may
adopt this amendment without Shareholder approval. However,
pursuant to Section 601(a) of the BCL and Article XII, Section 2
of the By-Laws, Shareholders retain the right to amend or repeal
this amendment at the Annual Meeting by the affirmative vote of
the holders of a majority of the shares at the time entitled to
vote for the election of directors.
Amendment to the Company's By-Laws for Administrative Matters
On August 12, 1996, the Board of Directors also adopted two
additional amendments to the By-Laws to provide procedures to
promote efficient administration by the Board of Directors. The
text of the amendments is set forth in Exhibit B to this Proxy
Statement.
Article II, Section 15 provides that any action required or
permitted by the Board of Directors or any committee thereof may
be taken without a meeting by unanimous written consent of all
members of the Board of Directors or the committee.
Article II, Section 16 provides that any member of the Board
of Directors or any committee thereof may participate in and be
considered present at a meeting of the Board of Directors or a
committee by means of a telephonic conference.
PROPOSALS OF SHAREHOLDERS FOR 1998 ANNUAL MEETING
If any shareholder wishes to propose an item of business for
consideration at next year's annual meeting of shareholders, the
proposal must be in writing and received by the Company no later
than November 14, 1997.
<PAGE>
OTHER BUSINESS
The Board of Directors knows of no other matters to be voted
upon at the Annual Meeting. If any other matters properly come
before the Annual Meeting, it is the intention of the persons
named in the enclosed proxy to vote on such matters in accordance
with their judgment.
Copies of the 1996 Annual Report to Shareholders of
Astronics have been mailed to shareholders. Additional copies of
the Annual Report, as well as this Proxy Statement, Proxy
Card(s), and Notice of Annual Meeting of Shareholders, may be
obtained from Astronics Corporation, 1801 Elmwood Avenue,
Buffalo, NY 14207.
A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K, FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION, WILL BE FURNISHED
WITHOUT CHARGE TO SHAREHOLDERS, BENEFICIALLY OR OF RECORD ON
FEBRUARY 28, 1997, ON REQUEST TO SHAREHOLDER RELATIONS ASTRONICS
CORPORATION, 1801 ELMWOOD AVENUE, BUFFALO, NEW YORK 14207.
BY ORDER OF THE BOARD OF DIRECTORS
John B. Drenning, Secretary
Buffalo, New York
March 14, 1997
<PAGE>
EXHIBIT A
ASTRONICS CORPORATION
1997 DIRECTOR STOCK OPTION PLAN
ARTICLE I
PURPOSE
The purpose of this 1997 Director Stock Option Plan (the
"Plan") is to advance the interest of ASTRONICS CORPORATION, a
New York corporation (the "Company"), by encouraging the efforts
of directors of the Company who are not employees, by heightening
the desire of such persons to continue in their service and by
assisting the Company to compete effectively with other
enterprises for new directors.
ARTICLE II
GRANTING OF OPTIONS
Subject to the terms and conditions of this Plan, the
Company may issue options ("Options") to purchase up to one
hundred thousand (100,000) shares of its $.01 par value Common
Stock ("Shares") to persons eligible to participate under Section
4.1 below. One hundred thousand (100,000) of the Company's
authorized but unissued shares of Common Stock are hereby
reserved for issuance under this Plan; provided, however, that
treasury shares shall also be available for issuance under this
Plan at the Company's discretion. Any Share subject to an Option
that terminates for any reason other than exercise may be made
subject to a subsequent Option.
ARTICLE III
TERM
Section 3.1 Effective Date.
This plan shall become effective upon its adoption by the
Board of Directors. The Plan shall be submitted to the
shareholders of the Company for their approval within twelve
months of such adoption. No Option shall be exercisable unless
and until the shareholders of the Company have approved the Plan.
Section 3.2 Termination.
This Plan shall terminate when all of the Shares have been
acquired through exercise of Options or ten (10) years from the
effective date as set forth in Section 3.1 above, unless sooner
terminated by the Board of Directors. Any Option outstanding
under this Plan at the time of its termination shall remain in
effect in accordance with its terms and conditions and those of
this Plan.
<PAGE>
ARTICLE IV
PARTICIPANTS
Section 4.1 Eligible Directors.
Options may be granted to directors of the Company unless at
the time of grant they are also an officer or employee of the
Company or any of its subsidiary corporations. As used in this
Plan, "Participant" means a director of the Company and includes
a director's legal representative if he or she is incompetent or
deceased, or any other person who acquires the legal right to
exercise a Participant's Options.
ARTICLE V
GENERAL TERMS
Section 5.1 Written Agreement.
Options shall be evidenced by a written Option Agreement
that shall contain such terms and conditions as this Plan
requires and such additional provisions as the Committee, as
defined in Section 6.1, may deem necessary or appropriate in its
sole discretion and that do not conflict with the provisions of
this Plan. Each Option Agreement shall be signed by the
Participant and an officer of the Company designated by the
Committee. Options granted pursuant to this Plan need not be
identical, but each Option shall be subject to the terms and
conditions set forth in this Plan.
Section 5.2 Time of Grant.
Options shall be granted only during the thirty (30) day
period commencing one week after a press release announcing
quarterly or annual results of operations of the Company.
Section 5.3 Price.
The purchase price of the Shares under each Option shall be
as determined by the Committee, but in no event less than the
fair market value of the Shares optioned on the date of granting.
"Fair market value" shall be deemed to be:
1. The closing price on the date of grant as reflected in
reports of the automated quotation service or national
securities exchange on which the price of the Shares
is reported.
In all cases where the Shares are selling ex-dividend
on the date of grant, the amount of the dividend shall
be added to the ex-dividend quotation to determine the
fair market value of the Shares as of the date of
grant; or
2. If the fair market value cannot be established under
the provisions of (1) above, then the "fair market
value" shall be that value determined in good faith by
<PAGE>
the Board of Directors based on a consideration of the
following relevant factors: the Company's net worth,
prospective earning power, its dividend paying
capacity, the value of its underlying assets, and any
other factors such as the goodwill of the business,
the economic outlook in the industry, the Company's
position in the industry and its management, and the
value of securities of corporations engaged in the
same or similar businesses which are listed on a
national securities exchange. The weight to be
accorded by comparisons or any other evidentiary
factors considered by the Board of Directors in the
determination of value will depend on the particular
circumstances applying at the time. In every case,
the determination of the Board of Directors shall be
final.
Section 5.4 Payment of Exercise Price; Taxes.
5.4.1. The exercise price of each Option shall be paid in
full at the time of exercise by cash or certified check or the
exchange of Shares, or a combination of both such that the sum of
(a) the aggregate fair market value (as of the exercise date) of
the Shares exchanged by the Participant (as determined by the
Committee), and (b) the cash paid, equals the total exercise
price of the Option.
5.4.2. If the exercise of an Option gives rise to an
obligation of the Company to withhold state or federal income or
other taxes, or gives rise to any other tax liability of the
Company of any kind, the Participant shall tender the amount of
such tax to the Company along with the exercise price, unless the
incidence of such tax cannot lawfully be placed on the
Participant.
Section 5.5 Exercise of Options.
Options shall be exercisable as provided in the Option
Agreement. In no event shall Options be exercised during the six
(6) month period immediately following such grant.
Section 5.6 Duration of Option.
Each Option shall be exercisable for so long as the
Participant is a director of the Company and, to the extent that
the Option is exercisable on the date of termination of the
Participant's directorship, for thirty (30) days thereafter, but
not longer than ten (10) years from the date the Option is
granted. Nothing in this Plan requires Options to be exercisable
upon grant.
Section 5.7 Death or Disability.
If a Participant dies or is "permanently and totally
disabled" (within the meaning of section 22(e)(3) of the Internal
Revenue Code of 1986, as amended ["Code"]) while serving as a
director of the Company, the thirty (30) day period specified in
Section 5.6 above shall be one (1) year.
<PAGE>
Section 5.8 Misconduct.
If a Participant is determined by the Committee to have
committed an act of embezzlement, fraud, dishonesty, deliberate
or repeated disregard for the rules of the Company, unauthorized
disclosure of any of the trade secrets or confidential
information of the Company, unfair competition with the Company,
inducement of any customer of the Company to breach a contract
with the Company, inducement of any principal for whom the
Company acts as agent to terminate that agency relationship or
any culpable degree of negligence, then neither the Participant
nor the Participant's estate shall be entitled to exercise any
Option after termination of the Participant's directorship,
whether or not, after termination of such directorship, such
Participant may receive payment from the Company for services
rendered prior to termination, services for the day on which
termination occurs, or other benefits.
Section 5.9 Transferability of Option.
Options shall be transferable only by will or the laws of
descent and distribution.
Section 5.10 No Employment Agreement.
No Option Agreement, nor anything contained in this Plan,
shall confer upon any Participant any right to continue as a
director of the Company nor limit in any way the right of the
Company, or the shareholders thereof, to terminate a
Participant's directorship at any time.
Section 5.11 Adjustments to Options.
Subject to the general limitations of this Plan, the
Committee may make any adjustment in the exercise price, term, or
any other provision of an Option by cancelling an outstanding
Option and subsequently regranting the Option or by amendment or
substitution of an outstanding Option. Options that have been so
amended, substituted, or regranted may have higher or lower
exercise prices, have longer or shorter terms, or be subject to
different rights and restrictions than prior Options. The
Committee may also adjust the number of Options granted to a
Participant by cancelling outstanding Options or granting
additional Options. Except for amendments necessary to ensure
compliance with any applicable state or federal law, no such
amendment shall impair a Participant's rights and privileges
pursuant to the grant of an Option without the consent of the
Participant.
Section 5.12 Form of Agreement.
The Committee shall adopt a form of Option Agreement to be
used pursuant to this Plan and may modify, add to, or delete from
the form as it shall deem appropriate, subject to the provisions
set forth herein.
<PAGE>
ARTICLE VI
ADMINISTRATION AND AMENDMENT OF THE PLAN
Section 6.1 The Committee.
This Plan shall be administered by a committee ("Committee")
of at least two persons not eligible to participate in the Plan
and who are appointed by the Board of Directors and may or may
not be members of the Board. The Board of Directors shall fill
vacancies on the Committee and may from time to time remove
members from, or add members to, the Committee, provided that at
all times the Committee shall have at least two members. The
Committee shall act pursuant to the written consent of a majority
of its members or the majority vote of its members at any meeting
thereof.
Section 6.2 Committee Rights and Powers.
Subject to this Plan and to the supervision of the Board of
Directors, the Committee shall have the authority and discretion:
(a) to determine which of the Company's directors shall
receive Options;
(b) to determine when Options shall be granted (subject to
Section 5.2 above);
(c) to determine the terms and conditions of Options
(which terms and conditions may differ between
Options);
(d) to interpret the Plan; and
(e) to take such action as is necessary or appropriate to
the administration of the Plan.
All decisions, determinations, and interpretations of the
Committee shall be final and binding on all Participants (subject
to review by the Board of Directors in its sole and absolute
discretion).
Section 6.3 Administration.
The Committee from time to time may adopt rules and
regulations for implementing this Plan, and it may from time to
time suspend or terminate this Plan or make such changes and
additions hereto as it may deem desirable, without further action
on the part of the Board of Directors or the shareholders of the
Company; provided, however, that unless the Company's
shareholders shall have first given their approval, then (a) the
total number of Shares that may be purchased under the Plan shall
not be increased except as otherwise provided in this Plan; (b)
the description of the persons eligible to receive Options shall
not be changed; and (c) the minimum exercise price shall not be
changed. The suspension, termination or amendment of this Plan
shall not, without the consent of the Participant, alter or
impair any rights or obligations under any Options theretofore
granted under this Plan.
<PAGE>
ARTICLE VII
ADJUSTMENT OF AND CHANGES IN STOCK
Section 7.1 Changes in Stock; Stock Dividends.
If the Shares presently constituted are changed into or
exchanged for a different number or kind of shares of stock or
other securities of the Company or of another corporation
(whether by reason of merger, consolidation, recapitalization,
reclassification, split-up, combination of shares, or otherwise),
or if the number of Shares shall be increased through the payment
of a stock dividend or other distribution, then notwithstanding
any other provision of this Plan, there shall be substituted for
or added to each Share subject to this Plan the number and kind
of shares of stock or other securities into which each
outstanding Share shall be entitled, as the case may be.
Outstanding Options shall also be amended as to price and other
terms if necessary to reflect the foregoing events. If there
shall be any other change in the number or kind of the
outstanding Shares, or of any stock or other securities into
which it shall have been exchanged, then if the Committee shall,
in its sole discretion, determine that such change equitably
requires an adjustment in any Option theretofore granted or that
may be granted under this Plan, such adjustment shall be made in
accordance with such determination.
Section 7.2 Termination of Business.
Upon any merger of the Company with another corporation
where the Company is not the surviving corporation, dissolution
or liquidation of the Company, sale of substantially all the
property of the company, or the acquisition of more than 80% of
the voting power of the stock of the Company by another
corporation, then the Company shall have the right, at its
option, to do any of the following:
(a) provide for the continuance of this Plan and all
outstanding Options granted hereunder;
(b) permit the immediate exercise of all outstanding
Options not otherwise immediately exercisable;
(c) terminate all outstanding Options, whether exercisable
or not, by paying each holder an amount equal to the
aggregate current market price of Shares underlying
the Options held by the holder less the aggregate
exercise price of such Shares; or
(d) terminate this Plan and all Options granted hereunder
after giving written notice to all holders of
exercisable Options informing them of the Company's
intention to terminate the Options and giving the
holders a reasonable opportunity to exercise their
exercisable Options.
<PAGE>
Section 7.3 Fractional Shares.
No right to purchase fractional Shares shall result from any
adjustment in Options pursuant to this Article VII. In the case
of any such adjustment, the Shares subject to Options of each
Participant shall be rounded down to the nearest whole Share.
Notice of any adjustment shall be given by the Company to each
holder of Options that shall have been so adjusted and such
adjustment (whether or not such notice is given) shall be
effective and binding for all purposes of the Plan.
ARTICLE VIII
BINDING ON HEIRS, SUCCESSORS AND ASSIGNS
Except as provided in Section 7.2 above, this Plan shall
inure to the benefit of, and be binding upon, each successor to
the Company. All obligations imposed upon the Participants and
all rights granted to the Company under this Plan shall be
binding upon each Participant's heirs, legal representatives, and
successors. This Plan and the Option Agreements executed between
the Company and each Participant shall be the sole and exclusive
source of any and all rights that each Participant and his or her
heirs, legal representatives, or successors may have in respect
to this Plan or any Options or Shares granted hereunder, whether
to the Participant or to any other person.
ARTICLE IX
TAX STATUS
Options granted hereunder are not intended to be eligible
for favorable tax treatment under Section 422 of the Code. The
Company does not hereby, nor by way of any Plan, document, or
otherwise, attempt to make any representation to any person,
including the Participants, with respect to the tax effect on
such person of the grant or exercise of an Option or the
subsequent disposition of Shares obtained by the exercise of an
Option pursuant to this Plan or any other aspect of this Plan.
ARTICLE X
PLAN GOVERNS
If there is any discrepancy between this Plan and any
documents related to this Plan, including any Option Agreement,
this Plan shall govern. Nothing contained in this Plan shall be
construed to constitute, or be evidence of, any right in favor of
any person to receive Options hereunder or any obligation on the
part of the Company to issue Options.
<PAGE>
EXHIBIT B
ARTICLE II
SECTION 14
Sec. 14 NOMINATIONS FOR THE BOARD. Nominations for the
election of Directors may be made by the Board of Directors or a
committee designated by the Board of Directors or by a
shareholder entitled to vote in the election of Directors. A
shareholder entitled to vote in the election of Directors,
however, may make such a nomination only if written notice of the
shareholder's intent to do so has been given, either by personal
delivery or by United States mail, postage prepaid, to the
Secretary of the corporation and received by the corporation (a)
with respect to an election to be held at an annual meeting of
shareholders, not later than sixty (60) nor more than ninety (90)
days prior to the first anniversary of the preceding year's
annual meeting (or, if the date of the annual meeting is changed
by more than twenty (20) days from such anniversary date, within
ten (10) days after the date the corporation mails or otherwise
give notice of the date of such meeting), and (b) with respect to
an election to be held at a special meeting of shareholders
called for that purpose, not later than the close of business on
the tenth (10th) day following the date on which notice of the
special meeting was first mailed to the shareholders of the
corporation.
Each shareholder's notice of intent to make a nomination
shall set forth: (i) the name(s) and address(es) of the
shareholder who intends to make the nomination and of the person
or persons to be nominated; (ii) a representation that the
shareholder (a) is a holder of record of stock of the corporation
entitled to vote at such meeting, (b) will continue to hold such
stock through the date on which the meeting is held, and (c)
intends to appear in person or by proxy at the meeting to
nominate the person or persons specified in the notice; (iii) a
description of all arrangements or understandings between the
shareholder and each nominee and any other person or persons
(naming such person or persons) pursuant to which the nomination
is to be made by the shareholder; (iv) such other information
regarding each nominee proposed by such shareholder as would be
required to be included in a proxy statement filed pursuant to
Regulation 14A promulgated under Section 14 of the Securities
Exchange Act of 1934, as amended, as now in effect or hereafter
modified, had the nominee been nominated by the Board of
Directors; and (v) consent of each nominee to serve as a director
or the corporation if so elected. The corporation may require
any proposed nominee to furnish such other information as may
reasonably be required by the corporation to determine the
qualifications of such person to serve as a director.
No person shall be eligible for election as a director
unless nominated (i) by a shareholder in accordance with the
foregoing procedure or (ii) by the Board of Directors or a
committee designated by the Board of Directors.
<PAGE>
ARTICLE II
SECTION 15
Sec. 15 ACTION WITHOUT A MEETING. Any action required or
permitted to be taken by the Board of Directors or any committee
of the Board of Directors may be taken without a meeting if all
members of the Board or the committee consent in writing to the
adoption of a resolution authorizing the action. The resolution
and the written consents shall be filed with the minutes of the
proceedings of the Board or the committee.
ARTICLE II
SECTION 16
Sec. 16 MEETINGS BY CONFERENCE TELEPHONE. Any one or more
members of the Board of Directors or any committee of the Board
of Directors may participate in a meeting of the Board or of the
committee by means of a conference telephone or similar
communications equipment allowing all participants to hear each
other at the same time. Participation by such means shall
constitute presence in person at the meeting.
<PAGE>
You're Invited
to the
ANNUAL SHAREHOLDERS' MEETING
FRIDAY, APRIL 18, 1997, 10:00 A.M.
Orchard Park County Club
S-477 South Buffalo Street
Orchard Park, New York
Few people care to attend the Annual Shareholders' Meeting since
they are formal and legalistic, or perhaps because they are not
invited.
WE ARE INVITING YOU. This is your company and we would like to
have you come and meet us, get to know us and enjoy yourself.
Generally, the meeting takes one hour.
<PAGE>
THE PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF
THE COMPANY. The Directors recommend a vote FOR election of all
nominees and FOR proposals 2 and 3.
1. ELECTION OF DIRECTORS: Nominees:
Robert T. Brady
John B. Drenning
Robert J. McKenna
Kevin T. Keane
John M. Yessa
[ ] FOR [ ] WITHHELD
For except vote withheld from the following nominee(s):
________________________________________
2. Approval of the 1997 Director Stock Option Plan
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. Ratify the appointment of Ernst & Young LLP as independent
auditors for fiscal year 1997
[ ] FOR [ ] AGAINST [ ] ABSTAIN
4. In their discretion, the proxies are authorized to vote upon
any other matters of business which may properly come before
the meeting, or, any adjournment(s) thereof
Change of Address/comments
on reverse side [ ]
I plan to attend the
meeting [ ]
I do not plan to attend
the meeting [ ]
SIGNATURE(S)_______________________________ Date_________________
NOTE: Please sign exactly as name appears hereon. Joint owners
should each sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full titles as
such.
<PAGE>
ASTRONICS CORPORATION
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Kevin T. Keane and
John B. Drenning, and each of them, attorneys and proxies each
with full power of substitution, to vote all shares of Common
Stock of Astronics Corporation held by the undersigned and
entitled to vote at the Annual Meeting of Shareholders to be held
on April 18, 1997, and at all adjournments thereof, in the
transaction of such business as may properly come before the
meeting, and particularly the matters stated on the reverse, all
in accordance with and as more fully described in the
accompanying Proxy Statement.
It is understood that this proxy may be revoked at any
time insofar as it has not been exercised and that the shares may
be voted in person if the undersigned attends the meeting.
This proxy when properly executed will be voted in the
manner directed therein by the undersigned. If no other
indication is made this proxy will be voted "FOR" Proposals 1 and
4.
<PAGE>
You're Invited
to the
ANNUAL SHAREHOLDERS' MEETING
FRIDAY, APRIL 18, 1997, 10:00 A.M.
Orchard Park County Club
S-477 South Buffalo Street
Orchard Park, New York
Few people care to attend the Annual Shareholders' Meeting since
they are formal and legalistic, or perhaps because they are not
invited.
WE ARE INVITING YOU. This is your company and we would like to
have you come and meet us, get to know us and enjoy yourself.
Generally, the meeting takes one hour.
<PAGE>
THE PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF
THE COMPANY. The Directors recommend a vote FOR election of all
nominees and FOR proposals 2 and 3.
1. ELECTION OF DIRECTORS: Nominees:
Robert T. Brady
John B. Drenning
Robert J. McKenna
Kevin T. Keane
John M. Yessa
[ ] FOR [ ] WITHHELD
For except vote withheld from the following nominee(s):
________________________________________
2. Approval of the 1997 Director Stock Option Plan
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. Ratify the appointment of Ernst & Young LLP as independent
auditors for fiscal year 1997
[ ] FOR [ ] AGAINST [ ] ABSTAIN
4. In their discretion, the proxies are authorized to vote upon
any other matters of business which may properly come before
the meeting, or, any adjournment(s) thereof
Change of Address/comments
on reverse side [ ]
I plan to attend the
meeting [ ]
I do not plan to attend
the meeting [ ]
SIGNATURE(S)_______________________________ Date_________________
NOTE: Please sign exactly as name appears hereon. Joint owners
should each sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full titles as
such.
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ASTRONICS CORPORATION
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Kevin T. Keane and
John B. Drenning, and each of them, attorneys and proxies each
with full power of substitution, to vote all shares of Class B
Stock of Astronics Corporation held by the undersigned and
entitled to vote at the Annual Meeting of Shareholders to be held
on April 18, 1997, and at all adjournments thereof, in the
transaction of such business as may properly come before the
meeting, and particularly the matters stated on the reverse, all
in accordance with and as more fully described in the
accompanying Proxy Statement.
It is understood that this proxy may be revoked at any
time insofar as it has not been exercised and that the shares may
be voted in person if the undersigned attends the meeting.
This proxy when properly executed will be voted in the
manner directed therein by the undersigned. If no other
indication is made this proxy will be voted "FOR" Proposals 1 and
4.
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