SCHEDULE 14 A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential,
for Use of the
Commission Only
(as permitted
by Rule 14a-
6(e)(2))
[x] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-2.
ASTRONICS CORPORATION
_________________________________________________________________
(Name of Registrant as Specified In Its Charter)
_________________________________________________________________
(Name of Person(s) Filing Proxy Statement,
if other than 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)(4) and 0-12.
(1) Title of each class of securities to which transaction
applies:
_________________________________________________________________
(2) Aggregate number of securities to which transaction
applies:
_________________________________________________________________
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth
the amount on which the filing fee is calculated and
state how it was determined):
_________________________________________________________________
<PAGE>
(4) Proposed maximum aggregate value of transaction:
_________________________________________________________________
(5) Total fee paid:
_________________________________________________________________
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for
which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the
Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE>
ASTRONICS CORPORATION
1801 Elmwood Avenue, Buffalo, New York 14207
Dear Fellow Shareholders:
It is my pleasure to invite you to attend the 1999 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 Thursday, April 29, 1999. 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 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 24, 1999
<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 County Club, S-4777 South Buffalo Street, Orchard Park, New
York, on Thursday, April 29, 1999 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 selection of Ernst & Young LLP, independent
certified public accountants, as auditors of the
Company for the current fiscal year.
3. The transaction of such other business as may
properly come before the meeting or any
adjournments thereof.
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 March 12, 1999 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 24, 1999
<PAGE>
PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
April 29, 1999
This Proxy Statement and the enclosed form of proxy are
furnished to the Shareholders 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 Thursday, April 29, 1999 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 24, 1999.
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 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
March 12, 1999 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 March 12, 1999, Astronics had outstanding and
entitled to vote at the meeting a total of 4,880,792 shares of
Common Stock and 689,780 shares of Class B 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.
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<PAGE>
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 director, each executive officer named in the Summary
Compensation Table and by all directors and executive officers as
a group as of March 12, 1999.
Shares of Common Stock Shares of Class B Stock
______________________ _______________________
Name and Address
of Owner (1) Number Percentage Number Percentage
Robert T. Brady (2)(3) 2,282 - - -
John B. Drenning (2) 37,852 .8% 20,275 2.9%
Robert J. McKenna (2) 1,100 - - -
Kevin T. Keane (2)(4) 438,406 9.0% 264,875 38.4%
John M. Yessa (2)(5) 156,283 3.2% 65,259 9.5%
Oak Forest Investment 483,865 9.9% - -
Management (6)
6701 Democracy Blvd.
Suite 402
Bethesda, MD 20817
Wilen Management 352,206 7.2% - -
Company, Inc. (6)
Suite 226
2360 West Joppa Road
Lutherville, MD 21093
All directors and
executive officers as a
group (5 persons) 635,923 13.0% 350,409 50.8%
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<PAGE>
(1) The address for all owners except Oak Forest Investment
Management and Wilen Management Company, Inc. is: c/o
Astronics Corporation, 1801 Elmwood Avenue, Buffalo,
New York 14207.
(2) Does not include 70,899, 70,899, 9,900, 9,900 and
89,650 shares of Common Stock which may be acquired by
Messrs. Brady, Drenning, Keane, McKenna 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 1997 Director Stock Option Plan,
the 1993 Director Stock Option Plan or the 1984
Director Stock Option Plan.
(3) Includes 2,522 shares of Common Stock owned by Mr.
Brady's wife, as to which he disclaims beneficial
ownership.
(4) Includes 3,681 shares of Common Stock and 2,002 shares
of Class B Stock owned by Mr. Keane's wife, as to which
he disclaims beneficial ownership. Includes 55,000
shares of Common Stock held in a trust for the benefit
of Mr. Keane's wife, as to which he disclaims
beneficial ownership.
(5) Includes 4,037 shares of Common Stock and 500 shares of
Class B Stock owned by the Yessa Family Partnership,
over which Mr. Yessa exercises voting and dispositive
power. Includes 82,500 shares of Common Stock owned by
Mr. Yessa's wife, as to which he disclaims beneficial
ownership.
(6) Oak Forest Investment Management and Wilen Management
Company, Inc. have reported that each has sole voting
power and sole dispositive power.
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<PAGE>
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 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
positions and offices with Astronics and the date each was first
elected a director of Astronics are as follows:
Name and Age Principal Occupation and Positions First Elected
of Nominee and Offices with Astronics Director
Robert T. Brady Director; Executive Compensation and 1990
Age 58 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 61 Compensation and Audit Committees of
the Board of Directors. Partner in
Phillips, Lytle, Hitchcock, Blaine &
Huber LLP, Attorneys for the Company,
Buffalo, New York
Robert J. McKenna Director; Executive Compensation and 1996
Age 50 Audit Committees of the Board of
Directors. Chairman, President and
Chief Executive Officer of
Acme Electric Corporation.
Kevin T. Keane President, Chief Executive Officer, 1970
Age 66 and Director.
John M. Yessa Vice President-Finance, Treasurer,
Age 59 Chief Financial Officer, and Director
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, M&T Bank Corporation, Acme
Electric Corporation and National Fuel Gas Company. Robert J.
McKenna also serves as a member of the board of directors of Acme
Electric Corporation.
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<PAGE>
Meetings of the Board of Directors and Standing Committees
During fiscal year ended December 31, 1998, 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, 1998, the Board of
Directors held four meetings. The Audit Committee held two
meetings and the Compensation Committee held three meetings.
Every member of the Board of Directors attended each of the
meetings of the Board of Directors and of all committees on which
he served.
Compensation Of Directors
In 1998, outside directors were paid an annual retainer of
$6,300 and an additional fee of $525 for each meeting attended of
the Board and its committees. Directors are permitted to defer
their compensation.
The Company's 1997 Director Stock Option Plan for non-
salaried outside directors provides for the grant of options to
purchase up to an aggregate of 100,000 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 for
so long as the holder is a director of the Company, but not
longer than ten years from the date of grant.
On February 5, 1999, the committee charged with
administration of the Plan granted options to purchase shares of
Common Stock to outside directors at the price of $10.25 per
share as follows: Mr. Brady 4,000 shares; Mr. Drenning 4,000
shares; and Mr. McKenna 4,000 shares.
Employment Agreements; Deferred Compensation
The Company has entered into one year employment agreements
with Messrs. Keane and Yessa that are renewable on a yearly
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<PAGE>
basis. Each year the Company adjusts the salary for both
Messrs. Keane and Yessa as discussed below in the Compensation
Committee report. These employment agreements provide
death/disability/or deferred compensation benefits equal to 3-1/2
times the prior year's compensation. The latter two are payable
over 10 years.
Directors' and Officers' Indemnification Insurance
On October 10, 1998, the Company renewed a Directors' and
Officers' Liability Insurance policy written by The Chubb Group.
The renewal was for a three-year period at an annual premium of
$42,667. 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 by the Company at any time.
Section 16(a) Beneficial Ownership Reporting Compliance
During 1998, 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.
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<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 1998 fiscal year utilizing
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<PAGE>
the same general philosophy and criteria described above. The
Committee believes that Mr. Keane's performance for the 1998
fiscal year was strong, as reflected by the Company's overall
performance. The Company's sales increased to $46.1 million for
the 1998 fiscal year from $40.9 million the prior year, while net
earnings increased to $4.3 million from $3.5 million. Earnings
per share increased to $.73 from $.61 a year ago. The return on
shareholder equity for the year was in excess of 23 percent. The
Committee believes that Mr. Keane's total compensation for the
1998 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
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<PAGE>
Executive Compensation Summary Table
The following tabulation shows on an accrual basis the
compensation for the three fiscal years ended December 31, 1998,
received by the two highest paid executive officers of the
Company who received more than $100,000:
Summary Compensation Table
Annual Compensation
Name and Securities All Other
Principal Underlying Compensation
Position Year Salary Bonus Options (#) (1)(2)
__________ ____ ______ _____ ___________ ____________
Kevin T. Keane 1998 $247,000 $125,360 0 $12,100
President, Chief 1997 237,000 96,613 0 12,781
Executive Officer 1996 224,000 91,160 5,000 9,375
John M. Yessa 1998 $182,000 $ 87,683 0 $12,100
Vice President- 1997 175,000 64,405 0 12,781
Finance, Treasurer, 1996 165,000 60,420 5,000 9,375
(1) Represents amounts accrued under the Company's Profit
Sharing / (401K) Retirement Plan. See, also, discussion
under "Employment Agreements; Deferred Compensation".
(2) The Company reimbursed certain officers for business-related
use of automobiles, hotel accommodations, memberships in
trade associations and professional organizations and club
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 $50,000 or 10% of total annual salary and bonus.
Stock Option Exercises and Fiscal Year-End Value Table
The following table provides information as to stock options
exercised during the fiscal year ended December 31, 1998 and the
value of each such executive officer's unexercised options at
December 31, 1998.
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<PAGE>
Aggregated Option Exercises in Last Fiscal Year
and Fiscal Year-End Option Values
<TABLE>
<CAPTION>
Number of Number of Securities Value of Unexercised
Securities Underlying Unexercised In-the-Money Options at
Underlying Options at FY-End(#) FY-END($)(2)
Options Value _____________________ _______________________
Name Exercised(#) Realized Exercisable Unexercisable Exercisable Unexercisable
____ ____________ ________ ___________ _____________ ___________ _____________
<S> <C> <C> <C> <C> <C> <C>
Kevin T. Keane 5,500 $40,288 9,900 6,600 68,287 39,524
John M. Yessa 0 0 89,650 6,600 740,417 41,700
(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, 1998 of $9.625 per share.
</TABLE>
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<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, 1993 and ending December 31, 1998.
[GRAPH]
1993 1994 1995 1996 1997 1998
________________________________________________________
Nasdaq Market 100.000 97.752 138.256 170.015 208.580 293.209
Astronics
Stock 100.000 74.977 116.636 208.295 395.784 441.109
Nasdaq Non
Financial
Stock 100.000 96.164 134.033 162.838 191.045 279.821
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 appointment of Ernst & Young LLP as the Company's
independent auditors.
PROPOSALS OF SHAREHOLDERS FOR 2000 ANNUAL MEETING
To be considered for inclusion in the proxy materials for
the 2000 Annual Meeting of Shareholders, shareholder proposals
must be received by the Company no later than November 25, 1999.
With respect to shareholder proposals not submitted for inclusion
in the proxy materials for that meeting, unless notice of such a
proposal is received by the Company no later than February 8,
2000, management proxies will be allowed to use their
discretionary voting authority to vote on such proposal.
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PAGE
<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 1998 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
MARCH 12, 1999, 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 24, 1999
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<PAGE>
You're Invited
to the
ANNUAL SHAREHOLDERS' MEETING
THURSDAY, APRIL 29, 1999, 10:00 A.M.
Orchard Park Country 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.
Please Detach and Mail in the Envelope Provided
_________________________________________________________________
Please mark your
[X] votes as in this
example
THE PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF THE COMPANY
The Directors recommend a vote FOR election of all nominees
and FOR proposal 2
FOR WITHHELD
1. Election [ ] [ ] Nominees:
of Robert T. Brady
Directors John B. Drenning
Robert J. McKenna
For, except vote withheld from the Kevin T. Keane
following nominee(s) John M. Yessa
___________________________________
FOR AGAINST ABSTAIN
2. Ratify the appointment [ ] [ ] [ ]
of Ernst & Young
LLP as independent
auditors for fiscal
year 1999.
3. 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/ [ ] I plan [ ] I do not [ ]
comments on to attend plan to
reverse side the meeting. 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> - 13 -
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 29, 1999, 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
2.
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<PAGE>
You're Invited
to the
ANNUAL SHAREHOLDERS' MEETING
THURSDAY, APRIL 29, 1999, 10:00 A.M.
Orchard Park Country 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.
Please Detach and Mail in the Envelope Provided
_________________________________________________________________
Please mark your
[X] votes as in this
example
THE PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF THE COMPANY
The Directors recommend a vote FOR election of all nominees
and FOR proposal 2
FOR WITHHELD
1. Election [ ] [ ] Nominees:
of Robert T. Brady
Directors John B. Drenning
Robert J. McKenna
For, except vote withheld from the Kevin T. Keane
following nominee(s) John M. Yessa
___________________________________
FOR AGAINST ABSTAIN
2. Ratify the appointment [ ] [ ] [ ]
of Ernst & Young
LLP as independent
auditors for fiscal
year 1999.
3. 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/ [ ] I plan [ ] I do not [ ]
comments on to attend plan to
reverse side the meeting. 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> - 15 -
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 29, 1999, 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 2.
- 16 -
<PAGE>
