SCHEDULE 14A 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-12
Astronics Corporation
(Name of Registrant as Specified In Its Charter)
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 0-11.
1) Title of each class of securities to which transaction applies:
________________________________________________________________
2) Aggregate number of securities to which transaction applies:
________________________________________________________________
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth amount on which
the filing fee is calculated and state how it was determined):
________________________________________________________________
[ ] 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 2000 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 20, 2000. 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
Chairman of the Board,
President and
Chief Executive Officer
Buffalo, New York
March 13, 2000
<PAGE>
(This page intentionally left blank)
<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 20, 2000 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
3, 2000 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 13, 2000
-1-
<PAGE>
PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
April 20, 2000
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 20, 2000 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 13, 2000.
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 3, 2000 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 3, 2000, Astronics
had outstanding and entitled to vote at the meeting a total of 5,023,037 shares
of Common Stock and 666,181 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.
-2-
<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 3,
2000.
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 3.0%
Robert J. McKenna (2) 1,100 - - -
Kevin T. Keane (2)(4) 428,306 8.5 % 262,875 39.5%
John M. Yessa (2)(5) 190,658 3.8% 65,259 9.8%
FMR Corp.(6) 387,950 7.7% - -
82 Devonshire Street
Boston, MA 02109
-3-
<PAGE>
Oak Forest Investment 491,000 9.8% - -
Management (6)
6701 Democracy Blvd.
Suite 402
Bethesda, MD 20817
All directors and
executive officers as a
group (5 persons) 660,198 13.1% 348,409 52.3%
(1) The address for all owners except FMR Corp. and Oak Forest Investment
Management is: c/o Astronics Corporation, 1801 Elmwood Avenue,
Buffalo, New York 14207.
(2) Does not include 74,899, 74,899, 7,700, 13,900 and 58,575 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 2,282 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) FMR Corp. and Oak Forest Investment Management have reported that each
has sole voting power and sole dispositive power.
-4-
<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 Audit 1990
Age 59 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 62 Compensation and Audit Committees
of the Board of Directors. Partner
in Hodgson, Russ, Andrews, Woods
& Goodyear, LLP, Attorneys for the
Company, Buffalo, New York.
Robert J. McKenna Director; Executive Compensation and Audit 1996
Age 51 Committees of the Board of Directors.
Chairman of the Board, President and Chief
Executive Officer of Acme Electric
Corporation.
Kevin T. Keane Chairman of the Board, President, 1970
Age 67 Chief Executive Officer and Director.
John M. Yessa Vice President-Finance, Treasurer, Chief 1985
Age 60 Financial Officer, and Director.
-5-
<PAGE>
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.
Meetings of the Board of Directors and Standing Committees
During fiscal year ended December 31, 1999, 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, 1999, 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 1999, outside directors were paid an annual retainer of $7,200 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 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.
-6-
<PAGE>
On February 17, 2000, the committee charged with administration of the Plan
granted options to purchase shares of Common Stock to outside directors at the
price of $9.125 per share as follows: Mr. Brady 4,000 shares; Mr. Drenning 4,000
shares; and Mr. McKenna 4,000 shares.
Certain Interests
Mr. Drenning is a partner of the law firm of Hodgson, Russ, Andrews, Woods &
Goodyear, LLP. Such firm is counsel to the Company.
Employment Agreements
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 Committee report.
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 1999, 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.
-7-
<PAGE>
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.
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.
-8-
<PAGE>
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 1999 fiscal year utilizing the same general philosophy and
criteria described above. The Committee believes that Mr. Keane's performance
for the 1999 fiscal year was strong, as reflected by the Company's overall
performance. The Company's sales increased to $50.6 million for the 1999 fiscal
year from $46.1 million the prior year, while net earnings increased to $4.8
million from $4.3 million. Earnings per share increased to $.81 from $.73 a year
ago. The return on shareholder equity for the year was in excess of 21 percent.
The Committee believes that Mr. Keane's total compensation for the 1999 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
-9-
<PAGE>
Executive Compensation Summary Table
The following tabulation shows on an accrual basis the compensation for the
three fiscal years ended December 31, 1999, received by the two highest paid
executive officers of the Company who received more than $100,000:
<TABLE>
<CAPTION>
Summary Compensation Table
Annual Compensation
-------------------
Name and Securities All Other
Principal Underlying Compensation
Position Year Salary Bonus Options (#) (1)(2)
- -------- ---- ------ ----- ----------- -------------
<S> <C> <C> <C> <C> <C>
Kevin T. Keane 1999 $256,816 $142,807 16,500 $ 8,800
President, Chief 1998 246,938 125,360 0 9,600
Executive Officer 1997 237,440 96,630 0 11,200
John M. Yessa 1999 $185,534 $100,615 12,200 $ 8,800
Vice President-Finance 1998 181,896 87,683 0 9,600
Treasurer, Chief Financial Officer 1997 174,900 64,045 0 11,200
</TABLE>
(1) Represents amounts accrued under the Company's Profit Sharing / 401(k)
Retirement Plan. See, also, discussion under "Employment Agreements"
and "Supplemental Executive Retirement Plan."
(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 $50,000 or 10% of total annual salary and bonus.
-10-
<PAGE>
Stock Option Grant Table
On January 18, 1999, options to purchase the number of shares of Common Stock
set forth in the following table were granted to Kevin T. Keane and John M.
Yessa:
<TABLE>
<CAPTION>
Option Grants In Fiscal 1999
(Individual Grants)
Number of Potential Realizable Value at
Securities Percent of Total Assumed Annual Rates of
Underlying Options Granted to Exercise Stock Price Appreciation For
Options Employees in Price Expiration Option Term
Name Granted Fiscal Year ($/Sh) Date 5%($) 10%($)
- ---- ---------- ------------------ -------- ---------- ----- -----
<S> <C> <C> <C> <C> <C> <C>
Kevin T. Keane 16,500 26.7% $9.69 1/18/04 $25,632 $ 74,231
John M. Yessa 12,200 19.9% 8.81 1/18/09 67,614 171,347
</TABLE>
Potential realizable values are based on the assumed annual growth rates for the
option term. The amounts set forth are not intended to forecast future
appreciation, if any, of the stock price, which will depend on market conditions
and the Company's future performance and prospects.
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, 1999 and the value of each such executive
officer's unexercised options at December 31, 1999.
<TABLE>
<CAPTION>
Aggregated Option Exercises in Last Fiscal Year
and Fiscal Year-End Option Values
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money Options at
Options at FY-End (#) FY-End ($)(2)
Shares Acquired Value --------------------- -------------
Name or Exercised (#) Realized (1) Exercisable Unexercisable Exercisable Unexercisable
- ---- ---------------- ------------ ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Kevin T. Keane 5,500 $ 46,888 7,700 19,800 49,562 26,723
John M. Yessa 34,375 310,578 58,575 15,500 498,835 36,662
</TABLE>
(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, 1999 of $10.125 per
share.
-11-
<PAGE>
Supplemental Executive Retirement Plan Table
In December 1999, the Company adopted a non-qualified supplemental retirement
defined benefit plan for certain executives. The Supplemental Executive
Retirement Plan ("SERP") benefit is based on 65% of the three-year average
compensation. SERP benefits are payable only to "retirement-eligible"
participants, i.e., employees designated to participate in the SERP and each of
whom, upon termination of employment, has attained age 55 with not less than 10
years of service (as defined).
For purposes of illustration, the following tables show the estimated amounts of
annual retirement income that would be payable at the present time under various
assumptions as to compensation and years of service to employees who participate
in the SERP. The amounts presented are subject to reduction for Social Security
benefits and for Profit Sharing benefits earned under the Company's Defined
Profit Sharing/401(k) Plan. A discount factor applies for retirement-eligible
participants who start to receive benefits before attaining age 65.
<TABLE>
<CAPTION>
Estimated Unfunded Supplemental Retirement Plan Table
-----------------------------------------------------
Years of Service
Three Year Average
Compensation 10 15 20 25 30
------------ -- -- -- -- --
<S> <C> <C> <C> <C> <C>
$100,000 $ 32,500 $ 35,750 $ 39,000 $ 65,000 $ 65,000
150,000 48,750 53,625 58,500 97,500 97,500
200,000 65,000 71,500 78,000 130,000 130,000
250,000 81,250 89,375 97,500 162,500 162,500
300,000 97,500 107,250 117,000 195,000 195,000
350,000 113,750 125,125 136,500 227,500 227,500
400,000 130,000 143,000 156,000 260,000 260,000
450,000 146,250 160,875 175,500 292,500 292,500
500,000 162,500 178,750 195,000 325,000 325,000
</TABLE>
-12-
<PAGE>
CORPORATE PERFORMANCE GRAPH
The following graph compares the yearly changes in cumulative total shareholder
return of (i) the Company, (ii) the S&P 500 and (iii) the NASDAQ US and Foreign
Index for a period of five years commencing December 31, 1994 and ending
December 31, 1999.
[GRAPH]
<TABLE>
<CAPTION>
1994 1995 1996 1997 1998 1999
-----------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
S&P 500 100.000 137.589 169.483 226.140 291.804 353.743
Astronics Stock 100.000 155.562 277.812 527.873 588.325 618.888
Nasdaq US and Foreign 100.000 140.359 171.842 209.846 290.171 531.738
-----------------------------------------------------------------------
</TABLE>
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 Corporation 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.
-13-
<PAGE>
PROPOSALS OF SHAREHOLDERS FOR 2001 ANNUAL MEETING
To be considered for inclusion in the proxy materials for the 2001 Annual
Meeting of Shareholders, shareholder proposals must be received by the Company
no later than November 24, 2000. 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 6, 2001,
management proxies will be allowed to use their discretionary voting authority
to vote on such proposal.
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 1999 Annual Report to Shareholders of Astronics Corporation 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 3, 2000, 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 13, 2000
-14-
<PAGE>
[FORMS OF PROXY]
You're Invited
to the
ANNUAL SHAREHOLDERS' MEETING
THURSDAY, APRIL 20, 2000, 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
THIS 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 of Directors [ ] [ ] Nominees:
Robert T. Brady
John B. Drenning
For, except vote withheld from Robert J. McKenna
the following nominees: Kevin T. Keane
John M. Yessa
______________________________
FOR AGAINST ABSTAIN
2. Ratify the appointment [ ] [ ] [ ]
of Ernst & Young LLP
as independent
auditors for fiscal
year 2000.
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 to attend [ ] I do not plan to [ ]
comments on reverse side. the meeting. 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.
-15-
<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 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 20, 2000, 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>
You're Invited
to the
ANNUAL SHAREHOLDERS' MEETING
THURSDAY, APRIL 20, 2000, 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
THIS 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 of Directors [ ] [ ] Nominees:
Robert T. Brady
John B. Drenning
For, except vote withheld from Robert J. McKenna
the following nominees: Kevin T. Keane
John M. Yessa
______________________________
FOR AGAINST ABSTAIN
2. Ratify the appointment [ ] [ ] [ ]
of Ernst & Young LLP
as independent
auditors for fiscal
year 2000.
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 to attend [ ] I do not plan to [ ]
comments on reverse side. the meeting. 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.
-17-
<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 20, 2000, 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.
-18-
